TCR_Public/040517.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 17, 2004, Vol. 8, No. 96

                           Headlines

ADELPHIA BUSINESS: Stay Lifted for Millennium to Set Off Claims
AERCO, ET AL: S&P Removes Lowered Ratings from CreditWatch
AIR CANADA: Justice Winkler Oversees Case Until May 20
AIRNET COMMS: Net Loss Widens to $6.6 Million in 1st Quarter 2004
ALDEAVISION INC: First Quarter 2004 Results Still in the Red

ALKERMES: FY 2004 Net Loss Slightly Decreases to $102.4 Million
AMERIPATH: Incurs 300K Net Loss for the Quarter Ended March 2004
AMPEX CORP: Stockholders' Deficit Drops to $135.6 Mil at March 31
ARMSTRONG HOLDINGS: Plan Exclusivity Hearing is Tomorrow
ATNG: Settlements Resolve Involuntary Bankruptcy Petition

BEAR STEARNS: Fitch Affirms Low-B Ratings on 2 2000-WF2 Classes
BVR SYSTEMS: Stockholders' Deficit Narrows to $7.4MM at March 31
CALPINE: Plans to Refinance Riverside & Rocky Mountain Centers
CARROLS CORP: S&P Revises Ratings Outlook to Stable from Negative
CARSS FINANCE: S&P Assigns Low-B Ratings to Classes B-3 to B-5

CHURCH & DWIGHT CO: S&P Rates Senior Secured Bank Loan at BB
COASTAL BANCORP: Fitch Upgrades Ratings after Hibernia Acquisition
CONSUMERS IGA: Case Summary & 100 Largest Unsecured Creditors
CONTIMORTGAGE HOME: S&P Downgrades Two Class Ratings to CCC and D
CP-CHA ROSELAND: Case Summary & 20 Largest Unsecured Creditors

DII INDUSTRIES: Nominates Three Silica PI Trust Committee Members
DJ ORTHOPEDICS: S&P Ups Corporate & Senior Debt Ratings to BB-
DISTRIBUTION DYNAMICS: UST Names Official Creditors' Committee
DRESSER INC: Posts $18.4 Million Net Loss for First Quarter
ELCOM INTL: March 31, 2004 Balance Sheet Insolvent by $2.8 Million

ENRON CORPORATION: Court Disallows & Expunges Various Mega Claims
FALCON HOSPITALITY: First Creditors' Meeting Set for June 2
FEDERAL-MOGUL: Court Approves Amended Disclosure Statement
FEDDERS: Weak First Quarter Results Prompt S&P's Negative Outlook
FIRST UNION: Fitch Downgrades Ser. 1997-2 Class B Rating to CCC

FLEMING COMPANIES: Selling Miscellaneous Assets
FLINTKOTE COMPANY: US Trustee Meeting with Creditors on June 9
GCCFC: Fitch Assigns Low-B Ratings to 6 Series 2004-GG1 Classes
HARKEN ENERGY: Reports Improved First Quarter 2004 Results
HEALTHSOUTH: Noteholders Agree to Amend 8.500% Sr. Indenture

IMAX CORPORATION: Discloses Recent Management Stock Purchases
INTEGRATED BUSINESS: Shareholder Deficit Tops $3.4MM at March 31
J.P. MORGAN: S&P Downgrades 2001-C1 Classes L, M & N Ratings
KAISER: Alumina Amends Request for Plan Deadline to May 31
MIRANT CORP: Has Exclusive Right to File Plan Until Year-End Only

MIRAVANT: Stockholders' Deficit Widens to $8.4MM at March 31, 2004
NAVISTAR INTL: S&P Affirms BB- Corporate & Senior Debt Ratings
NUTRA MED INC: Voluntary Chapter 11 Case Summary
PACER INT'L: S&P Affirms BB- Ratings & Revises Outlook to Positive
PALLET DEPOT INC: Case Summary & 63 Largest Unsecured Creditors

PETRO STOPPING: Records $28 Mil. Net Capital Deficit at March 31
PETROLEUM GEO: Releases Unaudited Q1 Results Under Norwegian GAAP
QWEST COMMUNICATIONS: Opens Two Retail Stores in Omaha
ROCKFORD: Anticipates Break-Even Profitability For The Full Year
SALOMON BROTHERS: Fitch Downgrades 2001-1 Class MF-3 Rating to BB

SALTON: Retains Ernst & Young as Financial Restructuring Advisor
SHERIDAN: S&P Rates Proposed $60MM Sr. Secured Note Add-On at B
SK GLOBAL: Exclusive Plan Filing Period Extended to May 20
SMTC CORPORATION: Hosting First Quarter Results Webcast Today
SOLUTIA INC: Has Until August 16 to Make Lease-Related Decisions

SR TELECOM: Fidelity Management Now Holds 11.42% Equity Stake
TANGO: Expects to Hit Record Revenues for Quarter Ended April 2004
TELEWEST COMMS: Continues Financial Restructuring to Cure Defaults
TERRA INDUSTRIES: Fitch Removes Low-B Ratings from Negative Watch
TESORO PETROLEUM: S&P Affirms BB- Corporate Credit Rating

UNITED AIRLINES: Reorganizes Senior Management Team
UNUMPROVIDENT: Re-Elects Four Directors at Shareholders Meeting
US WIRELESS: NBS Technologies Terminates Synapse Purchase
WEIRTON STEEL: Noteholders Agree to Settle Sale Dispute
WHX CORPORATION: Refinancing Concerns Trigger S&P's Junk Ratings

WINSTAR COMMS: Court Approves 26 Avoidance Action Settlements
WORLDCOM INC: Citigroup Settles Class Action For $2.65 Billion
WORLDSPAN: Will Hold First Quarter 2004 Conference Call Tomorrow

* Flanders Serves as Ga. Superior Court Judges Council President

* BOND PRICING: For the week of May 17 - 21, 2004

                           *********


ADELPHIA BUSINESS: Stay Lifted for Millennium to Set Off Claims
---------------------------------------------------------------
Adelphia Business Solutions, Inc., rejected a lease it had with
114 Millennium, Ltd.  Millennium holds a $94,263 security deposit
for the property.  As a result of the rejection, Millennium
asserted unsecured claims for $385,836 against the ABIZ Debtors.

With the Court's blessing, ABIZ and Millennium agreed to lift the
automatic stay to allow Millennium to apply the Security Deposit
against the Proof of Claim.  ABIZ abandons all rights in the
Property to Millennium in exchange for a release of all other
claims related to the Lease except for the Security Deposit and
lease rejection damages.

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc., now known as TelCove -- http://www.adelphia-
abs.com/ -- is a leading provider of facilities-based integrated
communications services to businesses, governmental customers,
educational end users and other communications services providers
throughout the United States.  The Company filed for Chapter 11
protection on March March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-
11389) and emerged under a chapter 11 plan on April 7, 2004.  
Harvey R. Miller, Esq., Judy G.Z. Liu, Esq., Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $ 2,126,334,000 in assets and $1,654,343,000 in debts.
(Adelphia Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AERCO, ET AL: S&P Removes Lowered Ratings from CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch its ratings on 28 classes of various global aircraft
operating lease-backed securitizations. Additionally, ratings on
an additional seven classes are removed from CreditWatch. At the
same time, Standard & Poor's downgraded two classes, whose ratings
remain on CreditWatch with negative implications.

With the exception of the two classes of notes remaining on
CreditWatch with negative implications and four classes of notes
assigned a rating of 'CC', the assignment of Stable or Negative
Outlook was incorporated to reflect Standard & Poor's intermediate
view of credit quality of these note classes.

The rating actions reflect the continuing decline in lease rental
collections and greater reliance on cash reserves to meet timely
note payments. Additionally, the appraisal values of most aircraft
in these securitization portfolios have continued to fall
significantly, resulting in negative implications for future lease
revenues and residual realizations. Several 2004 annual appraisals
received by Standard & Poor's indicate that the values of the
securitized fleets have fallen 9%-20% from the values reported in
the 2003 appraisals, which already reflected dramatic declines
since the events of Sept. 11, 2001.

In addition to impacting future lease rentals, the decline in
fleet value may also cause a redirection in cash flow that would
benefit the class A notes to the detriment of subordinated notes.
Most transactions contain a structural feature that results in
acceleration in class A principal amortization should the class A
note outstandings exceed the fleet's adjusted appraised value at
any time. If this trigger is hit, already stressed cash flows must
meet higher class A required payments, increasing the likelihood
of payment shortfalls for subordinated notes. Standard & Poor's
does not expect class A LTV ratios to rise above 100% over the
next few years; however, this may be a future concern as declining
aircraft values and rising class A LTVs continue.

Despite having few aircraft on ground, collections have continued
to be depressed, reflecting both the reduction in commercial
passenger traffic over the past three years and the generally
older vintage aircraft that make up a substantive portion of these
securitized fleets. Values of those aircraft, mostly models first
introduced in the 1980s, have been hit harder by the recent
aviation downturn than some newer models. At the same time,
aircraft-related expenses have been higher than expected for both
repossessed and returned aircraft. Although many recent leases
require periodic maintenance payments, large unexpected
maintenance or reconfiguration expenses can dramatically exceed
the contracted maintenance collections. As a result of the
reduction in lease revenue and the increase in aircraft-related
expenses, collections available to service the rated notes,
especially the subordinated notes, continue to be under tremendous
stress.

In a number of cases, cash reserves have been drawn on to cover
the transaction's subordinated note payments. Poor cash flow
performance and an increase in senior class principal payments
have resulted in limited funds available to meet the junior note
obligations. With few prospects of improvement in the near term,
the subordinated and junior notes are likely to draw on the
available cash reserves in full, ultimately leading to interest
payment deferrals.

While the air transportation industry expects a modest recovery
from its worst historical downturn, Standard & Poor's believes
that the benefit for these transactions will be limited,
especially for those transactions with older vintage, lower demand
aircraft.

            Ratings Lowered And Removed From Creditwatch
    
     Aerco Ltd.

         Class                     Rating
                         To                   From
         A-3             BBB/Stable           A/Watch Neg
         B-1             B+/Stable            BBB/Watch Neg
         B-2             B+/Stable            BBB/Watch Neg
         C-1             B-/Negative          BB/Watch Neg
         C-2             B-/Negative          BB/Watch Neg
         D-2             CCC-/Negative        B/Watch Neg
    
     Aircraft Finance Trust

         Class                     Rating
                         To                   From
         A-1             BBB/Stable           A+/Watch Neg
         A-2             A/Stable             A+/Watch Neg
         B               B/Stable             BBB+/Watch Neg
         C               CCC/Negative         BB+/Watch Neg
         D               CC                   B+/Watch Neg
    
     ALPS 96-1 Pass-Through Trust

         Class                     Rating
                         To                   From
         A               BB/Stable            BBB-/Watch Neg
         B               B-/Stable            B/Watch Neg
    
     Airplanes Pass-Through Trust

         Class                     Rating
                         To                   From
         A-9             BB+/Stable           BBB-/Watch Neg
    
     Aviation Capital Group

         Class                     Rating
                         To                   From
         A-1             BBB/Stable           A/Watch Neg
         B-1             BB-/Stable           BBB/Watch Neg
         C-1             B/Negative           BB/Watch Neg
         D-1             CCC/Negative         B/Watch Neg
    
     Embarcadero Aircraft Securitization Trust

         Class                     Rating
                         To                   From
         C               CC                   CCC/Watch Neg
   
     Lease Investment Flight Trust

         Class                     Rating
                            To                   From
         A-1             BBB/Stable           A+/Watch Neg
         A-2             BBB/Stable           A+/Watch Neg
         A-3             A/Stable             A+/Watch Neg
         B-1             B/Stable             BBB+/Watch Neg
         B-2             B/Stable             BBB+/Watch Neg
         C-1             CCC/Negative         BB+/Watch Neg
         C-2             CCC/Negative         BB+/Watch Neg
         D-1             CC                   B+/Watch Neg
         D-2             CC                   B+/Watch Neg
     
                Ratings Removed From Creditwatch
   
    Aerco Ltd.

         Class                     Rating
                         To                   From
         A-2             AA-/Stable           AA-/Watch Neg
         A-4             A/Stable             A/Watch Neg
   
     ALPS 96-1 Pass-Through Trust

         Class                     Rating
                         To                   From
         C               CCC/Negative         CCC/Watch Neg
         D               CCC-/Negative        CCC-/Watch Neg
   
     Airplanes Pass-Through Trust

         Class                     Rating
                         To                   From
         A-6             AA-/Stable           AA-/Watch Neg
         A-8             A/Stable             A/Watch Neg
   
     Aviation Capital Group

         Class                     Rating
                         To                   From
         A-2             A/Stable             A/Watch/Neg
     
            Rating Lowered And Remaining On Creditwatch Negative
    
     Triton Aviation Finance

         Class                     Rating
                         To                   From
         A-1             BBB/Watch Neg        BBB+/Watch Neg
         A-2             A/Watch Neg          A+/Watch Neg


AIR CANADA: Justice Winkler Oversees Case Until May 20
------------------------------------------------------
Mr. Justice Farley is out of town from May 5 to May 20, 2004.  
Mr. Justice Winkler, R.S.J., will be in charge of Air Canada's
insolvency proceedings during this period.

"I would ask that all concerned show him the same cooperation and
courtesy that I have received in these proceedings," Mr. Justice
Farley asked parties-in-interest in the airline's case.

Mr. Justice Winker will be in communication with Mr. Justice
Farley.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/ -- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIRNET COMMS: Net Loss Widens to $6.6 Million in 1st Quarter 2004
-----------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC) reported financial
results for its first quarter ending March 31, 2004.

               Financial Results for the First Quarter

The Company reported net revenue of $4.0 million in the first
quarter, compared to $1.8 million in the first quarter of 2003.
Gross margins for the first quarter were $1.1 million or 27.5%
compared to year ago margins of $0.4 million or 20.4%.

Operating expenses for the first quarter were $6.4 million
compared to $4.3 million in the first quarter of 2003 driven
primarily by a $2.4 million non-cash stock option charge in 1Q
2004. The loss from operations was $5.3 million which included the
$2.4 million non-cash stock option charge that resulted from the
granting of options to employees following the Senior Secured
Convertible Debt transaction compared to a loss of $4.0 million
including $0.07 million of non-cash stock option charges in the
first quarter of 2003.

The first quarter 2004 net loss attributable to common stock was
$6.6 million or ($0.13) per share vs. $4.6 million loss or ($0.19)
per share in 1Q 2003. The first quarter 2004 loss included non-
cash interest and stock option charges totaling $3.7 million with
an EPS impact of ($0.075) per share. Cash Used in Operating
Activities for the first quarter of 2004 was $1.5 million,
compared to a use of cash of $4.2 million in the first quarter of
2003. Financing activity for the quarter generated $1.0 million of
cash primarily from the $16.0 million Senior Secured Convertible
Debt financing completed in August 2003. The Company has received
$12.0 million in installment payments pursuant to this debt
financing through May 13, 2004.

Per share amounts for the first quarter of 2004 results were based
on 49.9 million weighted average shares and excludes shares
issuable upon the conversion of the Senior Secured Convertible
Debt and shares underlying outstanding options because the effect
of including those shares would be anti-dilutive. The number of
shares issued and outstanding and potentially dilutive totaled
approximately 164 million as of March 31, 2004.

Recently, the Company closed on a $5.5 million private placement.
The proceeds will be used to fund AirNet's operations and the
Company now believes it has cash to continue operations into
fiscal year 2005.

"Successful execution of our business plan and the sale of our new
products are the most critical steps in AirNet's recovery and
ultimately obtaining our goal of profitability. Over the last 3
years, the Company has successfully executed all of its
restructuring goals through a variety of strategic programs
including expense reductions, converting assets into cash and
capital infusion," said Glenn Ehley, President & CEO for AirNet
Communications. "Now, our challenge is to focus on cultivating and
harvesting quality sales opportunities and growing revenue."

At March 31, 2004, Airnet Communications Corporation's balance
sheet reported a decrease in stockholders' equity to $7,323,000
compared to the $10,564,000 at December 31, 2003.

                     About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers. AirNet's
patented broadband, software-defined AdaptaCell SuperCapacity
adaptive array base station solution provides a high-capacity base
station with a software upgrade path to high-speed data. The
Company's AirSite Backhaul Free base station carries wireless
voice and data signals back to the wireline network, eliminating
the need for a physical backhaul link, thus reducing operating
costs. The Company's RapidCell base station provides government
and military communications users with up to 96 voice and data
channels in a compact, rapidly deployable design capable of
processing multiple GSM protocols simultaneously. AirNet has 69
patents issued or filed and has received the coveted World Award
for Best Technical Innovation from the GSM Association,
representing over 400 operators around the world. More information
about AirNet may be obtained at http://www.airnetcom.com/

                       *   *   *

As reported in the Troubled Company Reporter's March 10, 2004
edition, AirNet Communications Corporation announced that its
auditors, Deloitte & Touche LLP, had informed the Company that its
independent auditors' report issued with the Company's financial
statements as of and for the year ended December 31, 2003 will
include a paragraph that describes conditions that give rise to
substantial doubt about the Company's ability to continue as a
going concern. This paragraph is consistent with the going-concern
paragraph received by the Company in fiscal years 2001 and 2002.
Such conditions and management's plans concerning those matters
will be disclosed in the annual financial statements included in
Form 10-K.


ALDEAVISION INC: First Quarter 2004 Results Still in the Red
------------------------------------------------------------
AldeaVision Inc. (TSX-V: ALD), an innovative provider of broadcast
quality video networking services and solutions, reported its
results for the first quarter ended March 31, 2004.

Revenue for the quarter ended March 31, 2004 was $0.6 million, a
decrease of $0.3 million compared to the same period the previous
year. Revenues from Video Services increased 43%, to $0.4 million
from $0.3 million the previous year. This increase was however
insufficient to offset the $0.4 million reduction in revenue from
Video Networking Products.

The net loss for the quarter ended March 31,2004 was $1.2 million
($0.02 per share), approximately the same as last year.

"While we are pleased with the progression of revenues in Video
Services, we are disappointed by the low level of sales in Video
Networking Products, due in part to delays in purchases from our
customers." said Mr. Lionel Bentolila, President and Chief
Executive Officer of AldeaVision. "Occasional use traffic on our
Video Network increased 22% in the first quarter of this year
versus last year; with services from Mexico and Latin America
countries being the largest contributors. We expect to continue
our trend of increased traffic from Spanish language sources as a
result of our planned expansion in South America," added Mr.
Bentolila.

                     About AldeaVision

Montreal-based AldeaVision Inc. is an innovative provider of
broadcast quality video networking services and solutions for the
television, film and media industries. The AldeaVision Global
Video Network uses digital facilities over broadband fiber
networks and is designed to provide seamless end-to-end broadcast
digital video connections among broadcasters, content producers,
post-production and media companies. AldeaVision services are
available in Miami, New York, Washington D.C, Los Angeles,
Toronto, Montreal, Mexico City, Lima, Peru and Caracas, Venezuela.

AldeaVision is listed on the TSX Venture Exchange under the symbol
ALD. Additional information is available at
http://www.aldeavision.com/

                          *   *   *

As previously reported, AldeaVision Inc. reached an agreement in
principle with Miralta Capital II Inc. acting on behalf of the
beneficial holders of AldeaVision's $4.6 million debenture due
January 14, 2005, and as creditor for AldeaVision's $2 million
credit facility which will lead to the restructuring of both
debts.

Under the proposed restructuring of the debenture: (i) its term
will be extended by one year to January 14, 2006; (ii) $430,000 of
unpaid interest thereon will be capitalized and a further $100,495
of unpaid interest will be forgiven (iii) its conversion price
will be lowered from $1.25 per share to $0.16 per share; and (iv)
the forced conversion provision will be modified to allow for the
forced conversion by AldeaVision if the market price of
AldeaVision's common shares is at least $0.25 per share for twenty
consecutive trading days. With respect to the credit facility, it
is contemplated that the facility will be transformed into a
convertible debenture in the principal amount of $2.5 million on
identical terms and conditions as the modified $4.6 million
debenture, including a conversion price of $0.16 per share.

The whole debt restructuring is subject to the prior approvals of
the Board of Directors of AldeaVision, the TSX Venture Exchange
and the Canadian securities regulatory authorities.


ALKERMES: FY 2004 Net Loss Slightly Decreases to $102.4 Million
---------------------------------------------------------------
Alkermes, Inc. (NASDAQ:ALKS) reported its financial results for
the fiscal year ended March 31, 2004. The net loss on a GAAP basis
for the fiscal year ended March 31, 2004 was $102.4 million or
$1.25 per share as compared to a net loss of $106.9 million or
$1.66 per share in the prior year. Included in the net loss for
fiscal 2003 was a $94.6 million noncash charge related to the
equity investment Alkermes made in Reliant Pharmaceuticals, LLC  
in December 2001, as well as an $80.8 million noncash gain on the
exchange of the Company's convertible notes in December 2002.

                     Pro Forma Results

Pro forma net loss for fiscal 2004 was $100.2 million or $1.22 per
share compared to a pro forma net loss of $82.4 million or $1.28
per share for fiscal 2003. The increase in the pro forma net loss
for fiscal 2004 compared to fiscal 2003 was the result of an
increase in expenses primarily related to the manufacturing of
Risperdal Consta(TM) and external research costs related to the
Phase III clinical trials for Vivitrex, the Company's proprietary
product candidate for the treatment of alcohol dependence. The
increase in pro forma net loss was also a result of a reduction in
the research and development revenues reported in the year ended
March 31, 2004 following the restructuring of the Company's
collaboration with Eli Lilly and Company in December 2002 to
provide upfront funds for development activities in calendar 2003
and into 2004, and changes in the stage of several other
collaborative agreements. This decrease in research and
development revenues was offset by an increase in manufacturing
and royalty revenues related to Risperdal Consta.

Alkermes is providing pro forma net loss as a complement to
results provided in accordance with accounting principles
generally accepted in the U.S. The pro forma net loss excludes
both non-recurring items (the noncash gain related to the
convertible note exchange referred to above and noncash charges
related to the Company's investment in Reliant) and recurring
items (including restructuring charges and recoveries and noncash
derivative losses on the Company's outstanding convertible notes),
which are likely to recur either as gains or losses depending on a
number of factors, including the Company's common stock price at
the end of each quarter. Management believes this pro forma
measure helps indicate underlying trends in the Company's ongoing
operations by excluding the non-recurring items as well as the
potentially volatile, noncash derivative item that is unrelated to
its ongoing operations.

The pro forma net loss for fiscal 2004 excludes (i) $4.5 million
in noncash derivative charges associated with the provisional call
structures of the Company's 6.52% convertible senior subordinated
notes (the "6.52% Senior Notes") issued in December 2002 and the
Company's 2 1/2% convertible subordinated notes due 2023 (the "2
1/2% Subordinated Notes") issued in August and September 2003;
(ii) $2.1 million of other noncash income recognized on the net
increase in the fair value of warrants of publicly traded
companies held in connection with licensing arrangements and (iii)
$0.2 million in restructuring recoveries. The pro forma net loss
for fiscal 2003 excludes (i) the $80.8 million noncash gain
related to the convertible note exchange referenced above; (ii)
the $94.6 million noncash charge related to the Company's
investment in Reliant, a specialty pharmaceutical company in which
Alkermes holds an equity stake of approximately 12%; (iii) $6.5
million in restructuring charges and (iv) a $4.3 million noncash
derivative charge associated with the provisional call structure
of the Company's 6.52% Senior Notes.

At March 31, 2004, Alkermes Inc.'s balance sheet shows a recovery
of shareholder equity at $75,930,000 compared to a deficit of
$5,046,000 at March 31, 2003.

                        Revenues

Total revenues were $39.1 million for the year ended March 31,
2004 compared with $47.3 million for the prior year.

Total manufacturing and royalty revenues were $29.5 million and
$15.5 million for the fiscal years ended March 31, 2004 and 2003,
respectively.

Total manufacturing revenues were $25.7 million and $14.3 million
for the fiscal years ended March 31, 2004 and 2003, respectively,
including $25.0 million and $13.0 million, respectively, of
manufacturing revenues for Risperdal Consta. The increase in
manufacturing revenues for the year ended March 31, 2004 compared
to the year ended March 31, 2003 was primarily due to increased
shipments of Risperdal Consta to Janssen-Cilag affiliated
companies for the U.S. launch of the product which occurred in
December 2003 and to supply product for additional countries
around the world. Risperdal Consta is marketed in more than 30
countries. Under the Company's manufacturing and supply agreement
with Janssen, the Company records manufacturing revenues upon
shipment of product by Alkermes to Janssen based on a percentage
of Janssen's net selling price. These percentages are based on the
volume of units shipped to Janssen in any given calendar year,
with a minimum manufacturing fee of 7.5%. In fiscal 2004, the
Company's manufacturing revenues were based on an average of 9.8%
of Janssen's net sales price for Risperdal Consta compared to
12.3% in fiscal 2003.

Total royalty revenues were $3.8 million and $1.2 million for the
fiscal years ended March 31, 2004 and 2003, respectively,
including $3.1 million and $0.4 million, respectively, of royalty
revenues for Risperdal Consta. The increase in royalty revenues
for fiscal 2004 compared to fiscal 2003 was due to an increase in
global sales of Risperdal Consta by Janssen. Under the Company's
license agreements with Janssen, the Company records royalty
revenues equal to 2.5% of Janssen's net sales of Risperdal Consta
in the quarter when the product is sold by Janssen.

Research and development revenue under collaborative arrangements
for the year ended March 31, 2004 was $9.5 million compared to
$31.8 million for the prior year. The decrease was primarily the
result of the restructuring of the Company's AIR insulin and AIR
human growth hormone programs with Lilly, changes in the Company's
partners, as well as changes in the stage of several other
collaborative programs. Beginning January 1, 2003, Alkermes no
longer records research and development revenue for work performed
on the Lilly programs but instead uses the proceeds from Lilly's
purchase of $30.0 million of the Company's convertible preferred
stock in December 2002 to pay for development costs into calendar
year 2004. Also, in December 2002, the royalty payable by Lilly to
the Company based on revenues of potential inhaled insulin
products was increased. Lilly has the right to return the
convertible preferred stock to the Company in exchange for a
reduction in this royalty rate. At March 31, 2004, approximately
$24.6 million of the proceeds from the sale of $30.0 million of
the Company's convertible preferred stock had been spent. In
December 2003, Lilly made additional payments to the Company
totaling approximately $7.0 million in order to fund an increase
in the scope of the Company's development programs with Lilly.
This funding has been recorded as deferred revenue in the
consolidated balance sheets and the Company expects to recognize
the $7.0 million as revenue after the proceeds from the sale of
$30.0 million of the Company's convertible preferred stock have
been spent.

                Cost of Goods Manufactured

Cost of goods manufactured was $19.0 million in fiscal 2004,
consisting of approximately $13.0 million for Risperdal Consta and
$6.0 million for Nutropin Depot. Cost of goods manufactured was
$10.9 million in fiscal 2003, consisting of approximately $5.5
million for Risperdal Consta and $5.4 million for Nutropin Depot.
The increase in cost of goods manufactured in fiscal 2004 compared
to fiscal 2003 was primarily the result of an increase in
production of Risperdal Consta for shipment to the Company's
partner, Janssen.

                   Research and Development/
              General and Administrative Expenses

Research and development expenses were $91.1 million for the year
ended March 31, 2004 compared to $85.4 million in the prior year.
Research and development expenses were higher in the year ended
March 31, 2004 primarily because of an increase in external
research expenses related to both the continuing development of
the Company's proprietary product candidates, primarily Vivitrex,
and also its collaborator product candidates, as well as an
increase in occupancy costs and depreciation expense related to
the expansion of the Company's facilities in both Massachusetts
and Ohio. General and administrative expenses were $26.0 million
in fiscal 2004, compared to $26.7 million for fiscal 2003.
Excluding the write off of $2.7 million in deferred merger costs
in connection with the termination of the Company's proposed
merger with Reliant in the year ended March 31, 2003, general and
administrative expenses for the year ended March 31, 2004 were
higher than in fiscal 2003 primarily as a result of an increase in
personnel, consulting and insurance costs.

                  Interest Income/Expense

Interest income for the year ended March 31, 2004 was $3.4 million
as compared with $3.8 million for the prior year. The decrease in
interest income was primarily the result of a decline in interest
rates on investments held during the year, partially offset by
higher cash and investment balances held during the year ended
March 31, 2004 compared to the year ended March 31, 2003. Interest
expense was $6.5 million for the fiscal year ended March 31, 2004
compared to $10.4 million for the prior year. The decrease in
interest expense was primarily the result of a decrease in the
outstanding average debt balance as well as a lower interest rate
payable on the convertible debt outstanding during fiscal 2004 as
compared to fiscal 2003.

                  Cash and Investments

At March 31, 2004, Alkermes had total cash and investments of
$148.9 million, as compared to $145.0 million at March 31, 2003.

                   About the Company

Alkermes, Inc. is a pharmaceutical company that develops products
based on sophisticated drug delivery technologies to enhance
therapeutic outcomes in major diseases. The company's lead
commercial product, Risperdal Consta(TM) ((risperidone) long-
acting injection), is the first and only long-acting atypical
antipsychotic medication approved for use in schizophrenia, and is
marketed worldwide by Jannsen, a division of Johnson & Johnson.
The company's lead proprietary product candidate, Vivitrex
((naltrexone) long-acting injection), is a once-a-month injection
for the treatment of alcohol dependence. Alkermes has a pipeline
of extended-release injectable and pulmonary drug products based
on its proprietary technology and expertise. The company's
headquarters are in Cambridge, Massachusetts, and it operates
research and manufacturing facilities in Massachusetts and Ohio.


AMERIPATH: Incurs 300K Net Loss for the Quarter Ended March 2004
----------------------------------------------------------------
AmeriPath, Inc., a leading national provider of cancer
diagnostics, genomics, and related information services, reported
its financial results for the first quarter ended March 31, 2004.
As noted in the consolidated financial statements, the merger of
AmeriPath on March 27, 2003, resulted in a new basis of accounting
for AmeriPath.

Net revenues for the first quarter of 2004 were $125.8 million
compared to $119.0 million in the first quarter of 2003. Same
store net revenue, excluding revenue from national labs, for the
first quarter of 2004 increased 8.9%, or $10.2 million when
compared to the first quarter of 2003. For the first quarter of
2004, national lab revenue was $0.1 million, down from $2.7
million in the first quarter of 2003. This decline in national lab
revenues is consistent with previous financial statement
disclosures by the Company that this business would be lost.

EBITDA (earnings before interest, taxes, depreciation and
amortization), which is a non-GAAP financial measure, for the
first quarter of 2004 was $15.7 million compared to $10.1 million
for the first quarter of 2003. A reconciliation of net (loss)
income to EBITDA is found in the attached table.

Costs of services for the first quarter of 2004 increased to $66.7
million (53.0% of net revenues) from $62.1 million (52.2% of net
revenues) in the first quarter of 2003. The increase in costs of
services as a percentage of net revenues is primarily due to
increased physician compensation and increased courier and
distribution costs associated with the increased revenue from
physicians' offices.

Selling, general and administrative expenses for the first quarter
of 2004 were $24.3 million (19.3% of net revenues) from $21.7
million (18.3% of net revenues) in the first quarter of 2003. The
increases for the quarter ended March 31, 2004 are primarily due
to the severance of approximately $1.4 million for the Company's
former Chief Executive Officer, investments in information
technology and the expansion of the sales and marketing efforts.

The provision for doubtful accounts for the first quarter of 2004
increased to $17.4 million (13.8% of net revenues) from $15.0
million (12.6% of net revenues) for the comparable period in 2003.

Net loss for the first quarter of 2004 was $0.3 million compared
to net income of $1.5 million for the same quarter of 2003. The
net income for 2004 was negatively impacted by higher interest
expense of $10.0 million associated with the financing of the
merger and the write off of $3.5 million of debt issuance costs
relating to the refinancing of some of the Company's debt during
the first quarter of 2004. The net income in 2003 was negatively
impacted by merger-related and restructuring costs of $11.2
million associated with the financing of the merger and the write
off of $1.0 million of deferred debt costs.

In February of 2004, the Company issued an additional $75 million
of 10.5% senior subordinated notes due 2013 and reduced its
borrowings under the term loan facility to $125 million. At the
same time, the interest rate of the term facility and covenants of
the facility were modified.

                     About AmeriPath

AmeriPath is a leading national provider of cancer diagnostics,
genomics, and related information services. The Company's
extensive diagnostics infrastructure includes the Center for
Advanced Diagnostics (CAD), a division of AmeriPath. CAD provides
specialized diagnostic testing and information services including
Fluorescence In-Situ Hybridization (FISH), Flow Cytometry, DNA
Analysis, Polymerase Chain Reaction (PCR), Molecular Genetics,
Cytogenetics and HPV Typing. Additionally, AmeriPath provides
clinical trial and research development support to firms involved
in developing new cancer and genomic diagnostics and therapeutics.

                       *   *   *

As reported in the Troubled Company Reporter's February 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
secured bank  loan rating and its recovery rating of '2' to
anatomic pathology  laboratory AmeriPath Inc.'s proposed $190
million, six-year credit  facility. A recovery rating of '2'
indicates the likelihood of  substantial recovery of principal
(80%-100%) in the event of a  default.

Standard & Poor's also assigned its 'B-' subordinated debt rating
to the company's proposed $75 million, 10-year senior subordinated
note issue. At the same time, Standard & Poor's affirmed its 'B+'
corporate credit rating on AmeriPath. The outlook is stable.

"The speculative-grade ratings reflect concern with AmeriPath's
aggressive growth through acquisitions in the U.S. market for
anatomic pathology services, a niche segment of the diagnostic
services market that is subject to reimbursement risks and
competitive uncertainties," said Standard & Poor's credit analyst
Jordan Grant. "The ratings also reflect new management's challenge
to improve performance, while saddled with a debt burden related
to a 2003 LBO."


AMPEX CORP: Stockholders' Deficit Drops to $135.6 Mil at March 31
-----------------------------------------------------------------
Ampex Corporation (OTCBB:AEXCA) reported net income of $72, 000 or
$0.02 per diluted share on revenues of $9.9 million for the first
quarter of 2004. In the first quarter of 2003, the Company
reported a net loss of $1.9 million or $0.61 per diluted share on
revenues of $8.6 million.

Royalty income from patent licensing increased to $1.7 million in
the first quarter of 2004 up from $0.4 million in the first
quarter of 2003 and reflects license agreements concluded in June
2003 with two manufacturers of videotape recorders, including
digital camcorders. The corporate licensing segment contributed an
operating profit of $0.9 million or $0.23 per diluted share in the
first quarter of 2004 compared to an operating profit of $0.1
million or $0.04 per diluted share in the first quarter of 2003.
The Company has recently negotiated its first license for DVD
recorders with a major manufacturer expected to begin production
later in 2004. The Company is also in negotiations with one of the
largest manufacturers of digital still cameras, which it has not
previously licensed, but no agreement has been reached. The
Company is prepared to pursue litigation in the near term if
negotiations are not successful. Should the Company pursue
litigation, it would incur significant expenses in future periods.

Product sales and service revenues from the Company's Data Systems
subsidiary were relatively unchanged at $8.2 from the first
quarters of 2004 and 2003. Data Systems' operating income in the
first quarter of 2004 amounted to $2.0 million or $0.53 per
diluted share compared to $1.8 million or $0.58 per diluted share
in the first quarter of 2003.

In the three months ended March 31, 2004, the Company recognized
its pro rata share of a gain totaling $1.2 million or $0.33 per
diluted share gain from the sale of securities by an investment
partnership. Interest expense and other financing costs, net,
accounted for $0.64 loss per diluted share in the first quarter of
2004 compared to $0.70 loss per diluted share in the first quarter
of 2003.

At March 31, 2004, Ampex Corporation reported a stockholders'
deficit of $135,591,000  compared to a deficit of $136,137,000 at
December 31, 2003.

Ampex Corporation -- http://www.Ampex.com/-- headquartered in  
Redwood City, California, is one of the world's leading innovators
and licensors of technologies for the visual information age.


ARMSTRONG HOLDINGS: Plan Exclusivity Hearing is Tomorrow
--------------------------------------------------------
The hearing to consider the Armstrong Holdings, Inc. Debtors'
request to extend the plan exclusivity periods will be heard
tomorrow, May 18, 2004.  By application of Del.Bankr.L.R. 9006-2,
the Debtors' exclusive Plan Filing Period is automatically
extended through the conclusion of that hearing.

As reported on the Troubled Company Reporter on April 1, 2004, the
Court scheduled a hearing on April 9, 2004 to consider the
Debtors' request. Rebecca L. Booth, Esq., at Richards Layton &
Finger in Wilmington, Delaware, tells Judge Fitzgerald that the
Armstrong Debtors need a six-month extension of their exclusive
periods to file and solicit acceptances of a reorganization plan
to conclude their Chapter 11 cases.  Ms. Booth explains that the
Debtors initially focused on stabilizing their businesses and
addressing the multitude of concerns raised by customers, vendors,
employees and other business partners to assure that the value of
the enterprise is maximized and the dislocations necessarily
attendant to any Chapter 11 filing are minimized.  "As a result of
the Debtors' efforts, this undertaking has been extremely
successful," Ms. Booth says.

Subsequent to the stabilization period, AWI devoted a substantial
amount of time and effort to negotiating and working out the
details of a comprehensive reorganization plan, culminating in May
2003 when AWI filed its Fourth Amended Plan.

While the Bankruptcy Court signed proposed findings of fact and
conclusions of law confirming the Plan, the Plan is subject to
final confirmation by the United States District Court for the
District of Delaware.  Ms. Booth admits, however, that it is
uncertain when the District Court will consider the confirmation
of the Plan due to:

       (1) the pending appeal of Judge Wolin's order denying
           the request to recuse himself from further
           participation in other asbestos-related Chapter 11
           cases; and

       (2) Judge Wolin's issuance of an order staying all
           matters in the five asbestos-related Chapter 11
           cases assigned to him, including AWI's case.

In view of the Debtors' substantial progress with respect to the
approval of the pending Plan, Ms. Booth contends that the filing
of competing plans of reorganization by other parties-in-interest
would necessarily result in the disruption and dislocation of a
plan process that is clearly under way.  Ms. Booth suggests that,
under the status of these cases, it is appropriate to extend the
Debtors' exclusive right to file a plan through and including
October 4, 2004, and their exclusive right to solicit acceptances
of that plan through and including December 3, 2004.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


ATNG: Settlements Resolve Involuntary Bankruptcy Petition
---------------------------------------------------------
ATNG Inc. (OTCBB:ATNG) announced that on May 12, 2004 the
Bankruptcy Court approved the settlements reached between ATNG
Inc. and the Petitioning Creditors and accordingly dismissed the
entire bankruptcy proceeding which had been brought against ATNG.

According to Robert Simpson, Chairman-CEO of ATNG Inc., "The judge
signed the order dismissing the Involuntary Petition which was
filed against ATNG on July 15, 2003. The signing effectively ends
all known legal action against ATNG, including a federal court
case in Tennessee and a state court case in California. The
parties to those pending lawsuits in California and Tennessee will
seek dismissal of those actions in their respective courts."

ATNG is now resuming acquisition activities. There are three
acquisitions planned for this quarter.

                       ABOUT ATNG

ATNG has several strategic alliances of profitable or soon to be  
profitable companies in the works. The ATNG web site provides a  
communication link to those interested in our progress. Visit the  
company's Web site at http://www.atnginfo.com/


BEAR STEARNS: Fitch Affirms Low-B Ratings on 2 2000-WF2 Classes
---------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Inc.'s commercial mortgage pass-through certificates, series 2000-
WF2, as follows:

               --$129.1 million class A-1 'AAA';
               --$529.4 million class A-2 'AAA';
               --Interest only class X 'AAA';
               --$28.3 million class B 'AA';
               --$26.2 million class C 'A';
               --$26.1 million class E 'BBB';
               --$7.3 million class F 'BBB-';
               --$4.2 million class L 'B';
               --$2.1 million class M 'B-'.

Fitch does not rate classes G, H, I, J, K and N.

The rating affirmations reflect the stable performance and
scheduled amortization of the loans. The certificates are
collateralized by 148 loans. As of April 2004, distribution date
the pool has paid down 4.96%, to $796.9 million from $838.5
million at issuance. By outstanding balance, the pool consists of
multifamily (25%), retail (24%), office (24%), industrial (17%),
self storage (5%) and hotel (2.61%). The transaction's highest
geographic concentration is in California (36%), with a dispersion
across northern and southern California. To date, the pool has
experienced no losses.

Fitch reviewed the two credit assessed loans in the pool, the MHC
loan (11%) and the FM Global loan (4%).

The MHC loan is secured by a portfolio of six manufactured housing
communities located in Florida, California and Illinois. As of YE
2003, the debt service coverage ratio (DSCR) has increased to 1.43
times (x) compared to 1.29x at issuance. The increase is due to
the improved performance of the collateral. Fitch maintains an
investment grade credit assessment on this loan.

The Fitch-stressed DSCR for the loan was calculated using net cash
flow (NCF) adjusted for market vacancy, capital reserves and non
cash items divided by actual debt service utilizing a stressed
refinance constant.

The FM Global loan is secured by a 328,359 square feet (SF) office
property located in Johnston, RI. YE 2003 financials were not
available from the master servicer. Fitch maintains the loan's
investment grade credit assessment and will continue to monitor
the loan as financials are made available.

There are currently four loans (4.45%) in special servicing. The
largest loan (1.54%) is secured by a 123,293 SF office property
located in Mountain View, CA. The loan recently transferred to the
special servicer due to monetary default. The special servicer
began negotiations with the borrower. The loan is currently 30
days delinquent.

The second largest loan in special servicing (1.17%) is secured by
a 71,648 SF office property in Campbell, CA. The loan transferred
to the special servicer due to a decline in the performance of the
collateral and a subsequent monetary default. The special servicer
filed for non-judicial foreclosure in January of 2004. Losses are
possible upon disposition of the loan.

The rating affirmations reflect the consistent performance of the
transaction, including the performance of the two shadow rated
loans.


BVR SYSTEMS: Stockholders' Deficit Narrows to $7.4MM at March 31
----------------------------------------------------------------
BVR Systems (1998) Ltd.(OTC Bulletin Board: BVRSF), a diversified
world leader in advanced military training and simulation systems,
announced a net loss of $0.2 million,or $0.01 per share for first
quarter 2004, compared with a net loss of $1.2 million, or $0.11
per share for the first quarter of 2003.

Revenues for the first quarter of 2004 were $2.9 million, compared
with revenues of $5.5 million for the first quarter of 2003.

The gross profit for the first quarter of 2004 was $0.6 million,
same as the gross profit for the first quarter of the previous
year.

First quarter 2004 operating loss was $0.3 million, compared with
an operating loss of $1.0 million for the same period of last
year.

BVRS' order backlog at the end of the first quarter was
approximately $16.8 million.

On March 25, 2004 the Company announced the removal of the "Going
Concern" clause from its financial statements and the completion
of a financing round of $12 million and arrangement with its
banks. The first quarter of 2004 results only reflects and
investment of $3 million. The additional investment of $9 million
and the arrangement with the banks will be reflected in the
results of the second quarter of 2004.

The management of the Company is confident that the positive
change in its financial structure will improve its ability to
conduct new business, and its position as a world leader in
advanced defense training and simulation systems.

At March 31, 2004, BVR Systems' balance sheet shows a
stockholders' deficit of $7,409,000 compared to a deficit of
$10,176,000 at December 31, 2003.

                   About BVR Systems

BVR Systems (1998) Ltd., (OTCBB:BVRSF.OB) is a world leader in
advanced defense training and simulation systems. The Company is
controlled by Chun Holding L.P. a corporation controlled by Aviv
Tzidon, Aeronautics Defense Systems Ltd. and iTS Technologies Pte
Ltd. For more information visit the Company's web site at
http://www.bvrsystems.com/


CALPINE: Plans to Refinance Riverside & Rocky Mountain Centers
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) intends to refinance its Rocky
Mountain (Weld County, Colorado) and Riverside (Beloit,
Wisconsin.) Energy Centers via up to $665 million of syndicated
term loans from institutional lenders. Both 600-megawatt, natural
gas-fired power plants are under construction and are expected to
enter operations by June 2004. The transaction is subject to
execution of definitive documents. It is expected to close in June
2004.

Net proceeds from the refinancing will be used to repay the $250
million credit facility for the Rocky Mountain plant, and the $230
million credit facility for the Riverside plant. The balance,
comprised of previously funded equity, will be returned to Calpine
and will be used for general corporate purposes.

The term loans will be secured by the power plants, and the
lenders' recourse will be limited to such security. None of the
indebtedness will be guaranteed by Calpine Corporation.

                      About Calpine

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing  
electric power to customers from clean, efficient, natural gas-
fired and geothermal power facilities. The company generates power  
at plants it owns or leases in 21 states in the United States,  
three provinces in Canada and in the United Kingdom. Calpine is  
also the world's largest producer of renewable geothermal energy,  
and owns or controls approximately one trillion cubic feet  
equivalent of proved natural gas reserves in the United States and  
Canada. For more information about Calpine, visit  
http://www.calpine.com/


CARROLS CORP: S&P Revises Ratings Outlook to Stable from Negative
-----------------------------------------------------------------
tandard & Poor's Ratings Services revised its ratings outlook on
Carrols Corp. to stable from negative, as there has been no
evidence that the finding of a cow with bovine spongiform
encephalopathy (known as mad cow disease) in the U.S. in
December 2003 negatively affected the company's results.
(On Dec. 24, 2003, Standard & Poor's revised its outlooks on five
restaurant companies following the discovery of the infected cow.)
Ratings on Carrols, including the 'B+' corporate credit rating,
were affirmed.

"The ratings reflect Carrols' highly leveraged capital structure
and the risks of operating in the extremely competitive quick-
service restaurant industry," said Standard & Poor's credit
analyst Diane Shand. "Moreover, the company's strategy of
operating multiple restaurant concepts adds business and financial
risk. These weaknesses are partially offset by Carrols' solid
regional presence, generally good operating performance, and light
debt-maturity schedule."

As one of the largest Burger King franchisees, Carrols' business
risk profile is heavily influenced by intense competition in the
quick-service restaurant industry's hamburger segment, especially
from McDonald's Corp. and Wendy's International Inc. Since 1999,
larger systemwide issues at Burger King, such as senior management
turnover and weak marketing and promotions, have negatively
affected Carrols. The company's Burger King units' same-store
sales fell 3.2% in the first quarter of 2004 after dropping 7.3%
in the first quarter of 2003. The Burger King units'
comparable-store sales slid 7.2% for all of 2003. Carrols'
Hispanic concepts generated strong sales in the quarter after
being weak in 2002 and 2003. Same-store sales were up 8.0% at
Pollo Tropical and 4.9% at Taco Cabana.

Carrols' operating margin improved in the first quarter of 2004,
to 18.0% from 17.2% in the year-ago period, due to sales leverage
from its Hispanic concepts and lower promotional sales at its
Burger King units. The operating margin had fallen 120 basis
points in 2003, largely due to lack of sales leverage and heavy
promotional sales at the Burger King units. Good performance at
the Hispanic concepts could stabilize margins in 2004. The
company's Burger King units currently account for 52% of sales,
but only 30% of profits.
    
Carrols is highly leveraged. Total debt to EBITDA is about 5.1x
for the 12 months ended March 31, 2004. Other credit-protection
measures are adequate for the rating category, with EBITDA to
interest at 2.1x, and funds from operations to total debt at about
12%.

Syracuse, New York-based Carrols is one of the largest Burger King
franchisees, with 351 restaurants in 13 states in the Northeast,
Midwest, and Southeast. The company also operates and franchises
84 Pollo Tropical restaurants and 123 Taco Cabana restaurants.


CARSS FINANCE: S&P Assigns Low-B Ratings to Classes B-3 to B-5
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CARSS
Finance L.P. 2004-A's $330 million class B-1, B-2, B-3, B-4, and
B-5 notes.

The ratings reflect class-specific levels of subordination and
first loss amounts available to all classes. Excess spread, which
is typically available to cover losses in traditional auto loan
securitizations, will not be available to cover losses to
noteholders in this structure. The first loss amount consists of a
nonamortizing portion (1.75%) and an amortizing portion (0.75%).

The notes have been issued through a synthetic structure
designed to provide credit risk protection ultimately to the
holder of a reference portfolio of auto loans maintained on
balance sheet.

CARSS Finance L.P. 2004-A is the first such synthetic structure
Standard & Poor's has rated in the auto loan sector. As of the
cutoff date, the issuer will enter into the risk transfer
agreement with BA Auto Securitization Corp. (the protected party)
to provide protection to BA Auto Securitization against certain
losses on the reference portfolio, which consists of a pool of
retail auto loans. The reference portfolio consists of a pool of
motor vehicle retail installment sale contracts secured by new or
used automobiles, light-duty trucks, or vans. The loans contained
in the reference portfolio will be owned and serviced by Bank of
America and were originated by unaffiliated automobile dealers. As
of the closing date, the protected party will own the entire
beneficial interest in the reference portfolio, including all
respective amounts received on and after the cutoff date and all
motor vehicles securing the reference portfolio. The initial
aggregate notional amount of the reference portfolio (as of the
cutoff date) is approximately $6 billion.

Principal distributions will be allocated pro rata once the most
senior portion of the senior interest of the reference obligation
has been reduced to zero. It is expected that once this portion
has been paid in full, the target credit enhancement levels will
have been obtained, thus enabling the rated notes to pay down in
accordance with the pro rata allocation mechanism. The target
credit enhancement levels for each class must be maintained for
that class to receive its pro rata distribution. In addition to
maintaining the target subordination levels, the transaction
incorporates a cumulative net loss trigger that effectively stops
the pro rata distributions to all classes and reverts the
transaction to a sequential-pay distribution, thus strengthening
the position of the higher rated classes under an accelerated loss
scenario.
      
                         RATINGS ASSIGNED
                    CARSS Finance L.P. 2004-A
   
               Class        Rating     Amount (mil. $)
               B-1          A                       90
               B-2          BBB                    150
               B-3          BB                      30
               B-4          BB-                     30
               B-5          B                       30


CHURCH & DWIGHT CO: S&P Rates Senior Secured Bank Loan at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' senior secured
bank loan and '2' recovery rating to consumer products company
Church & Dwight Co. Inc.'s planned $640 million bank facility. At
the same time, Standard & Poor's affirmed the company's 'BB'
corporate credit rating. The outlook is stable. Approximately $740
million of pro forma rated debt is affected by the affirmation.

Church & Dwight will use funds from the new bank facility to
purchase the remaining 50% of Armkel LLC (BB-/Watch Pos/--) that
it does not already own from Kelso & Co. for $254 million. The
bank facility will also replace Church & Dwight's existing bank
facility and will be used to help fund Armkel's operations after
the close of the transaction.

The new facility consists of a $100 million revolving credit
facility maturing in 2009, a $100 million term loan A maturing in
2009, and a $440 million term loan B maturing in 2011. It will be
secured by substantially all of the company's assets. The '2'
recovery rating reflects Standard & Poor's belief that there would
be substantial recovery of principal (80% to 100%) in the event of
a default.

Upon completion of the planned transaction, Standard & Poor's will
also raise Armkel LLC's ratings in line with those of Church &
Dwight, as Armkel will be 100% owned by the company.

"While Church & Dwight's leverage is expected to increase as a
result of the planned transaction, Standard & Poor's expects that
the operating stability and cash-generating ability of the
combined company should help reduce debt leverage in the
intermediate term," said Standard & Poor's credit analyst Patrick
Jeffrey. "Moreover, the improved business profile of the
consolidated entity should largely compensate for the increase in
debt. Church & Dwight has been operating the Armkel joint venture
since acquiring a 50% interest in 2001. As a result, integration
risk after the transaction is expected to be minimal."

The ratings on Princeton, New Jersey-based Church & Dwight Co.
Inc. reflect its participation in the highly competitive personal
care segment of the consumer products industry, its lack of
geographic diversity, and its acquisitive nature. Partially
mitigating these factors is management's expected focus on
reducing debt, and the successful growth of the company's product
portfolio through acquisitions. This strategy has expanded the Arm
& Hammer brand name into several household and personal care
product lines, such as detergents, toothpaste, cat litter, and
deodorant.


COASTAL BANCORP: Fitch Upgrades Ratings after Hibernia Acquisition
------------------------------------------------------------------
Hibernia Corporation completed its merger with Coastal Bancorp,
Inc. Following the completion, Fitch Ratings has raised the
ratings of CBSA, its banking subsidiary, Coastal Banc, ssb, and
its trust preferred subsidiary Coastal Capital Trust I in line
with HIB's current ratings ('A-/F1'). Additionally, as both CBSA
and Coastal Banc, ssb are no longer active entities these ratings
have been withdrawn. The ratings had been placed on Positive
Rating Watch following the December 2, 2003 acquisition
announcement. At that date, Hibernia's current ratings were
affirmed with a Stable Rating Outlook.

The acquisition adds approximately $2.7 billion in assets and 44
branches in 18 Texas counties, accelerating HIB's expansion in
Texas. Although HIB is currently concentrated in Louisiana, this
acquisition, along with its recent de novo Texas initiatives, will
improve geographic diversity as approximately 22% of HIB's
deposits will be located in Texas, an increase from 12%. However,
while this transaction accelerates and augments HIB's existing
Texas expansion plans, HIB is buying a company that will need
incremental investment and work to improve its overall returns and
balance sheet mix. Nevertheless, Fitch believes HIB has the
resources and ability to accomplish this within the context of its
existing ratings.

                       Ratings Upgraded and Withdrawn

         Coastal Bancorp, Inc.

               --Long-Term Senior to 'A-' from 'BB''
               --Short-Term to 'F1' from 'B';
               --Individual to 'B' from 'C'.

         Coastal Banc, ssb

               --Long-Term Deposits to 'A' from 'BB+';
               --Long-Term Senior to 'A-' from 'BB';
               --Short-Term to 'F1' from 'B';
               --Short-Term Deposits to 'F1' from 'B';
               --Individual to 'B' from 'C'.

                        Ratings Affirmed and Withdrawn

         Coastal Bancorp, Inc.

               --Support '5'.

         Coastal Banc, ssb

               --Support '5'.

                             Ratings Upgraded

         Coastal Capital Trust I

               --Trust Preferred to 'BBB+' from 'BB-'.


CONSUMERS IGA: Case Summary & 100 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Consumers IGA Thriftway, Inc.
             dba Marvin's IGA Superstore #2613
             dba Marvin's IGA Southgate #2609
             dba Marvin's IGA #2688
             dba Marvin's IGA #2629
             dba Marvin's IGA #2632
             2614 West 6th Street
             Fayetteville, Arkansas 72701

Bankruptcy Case No.: 04-71577

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      Marvin's BFL of Tulsa, Inc., an Oklahoma     04-71578
        Corporation
      Marvin's IGA, Inc., an Oklahoma Corporation  04-71579
      Marvin's, Inc., an Arkansas Corporation      04-71580
      Marvin's, Inc., a Kansas Corporation         04-71581
      James L. Marvin, Jr. Revocable Trust and     04-71582
        Pamela S. Marvin Revocable Trust
      James L. Marvin, Jr. Revocable Trust         04-71583
      James L. Marvin, Jr. Revocable Trust and     04-71585
        James L. Marvin II

Type of Business: The Debtor owns and operates retail grocery
                  stores.

Chapter 11 Petition Date: April 26, 2004

Court: Eastern District of Oklahoma (Okmulgee)

Judge: Tom R. Cornish

Debtors' Counsel: Sam G. Bratton, II, Esq.
                  Doerner, Saunders, Daniel & Anderson
                  320 South Boston, Suite 500
                  Tulsa, OK 74103
                  Tel: 918-582-1211
                  Fax: 918-591-5360

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 to $10 Million

A. Marvin's BFL of Tulsa, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Netherland Bulb               Trade Vendor               $91,800

Express Meats                 Trade Vendor               $80,945

Martinous                                                $79,437

Joshen Paper                  Trade Vendor               $47,587

Professional Insurers                                    $44,034

Swift Eckrich                 Trade Vendor               $35,316

Vals                                                     $31,013

P&M Services                                             $30,000

Schwans/Tonys                 Trade Vendor               $27,293

Advo, Inc.                                               $26,323

First & Main                                             $21,600

Value Merchandise             Trade Vendor               $19,976

Earthgrains                   Trade Vendor               $19,378

Mutual Assurance                                         $16,562

Cains Coffee Co.              Trade Vendor               $16,417

SEI Distributors/Barrel O Fun Trade Vendor               $13,772

Flowers                       Trade Vendor               $12,425

American Electric Power       Utility Services           $10,831

Allied                        Trade Vendor               $10,164

Wells Blue Bunny              Trade Vendor                $9,169

B. Marvin's IGA, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
OK. Gro. Assoc.               Trade Vendor              $380,538
P.O. Box 18716
Oklahoma City, OK 73154

Oklahoma Tax Commission       Sales Tax                 $287,457
2501 Lincoln Blvd.
Oklahoma City, OK 73194

Hiland Dairy                  Trade Vendor               $74,804

Bank of America               Trade Vendor               $71,994

Martinous Produce             Trade Vendor               $67,508

All-Bright Express Signs      Trade Vendor               $64,950

Express Meat Company          Trade Vendor               $45,930

Bakemark                      Trade Vendor               $40,987

Deephaven Enterprises, Inc.   Trade Vendor               $38,961

Schwans                       Trade Vendor               $35,539

Love Beverage                 Trade Vendor               $31,715

Joshen                        Trade Vendor               $27,332

ConAgra Foods                 Trade Vendor               $21,158

Luckinbill, Inc.              Trade Vendor               $20,574

Allied Refrigeration                                     $17,782

Glidewell Dist.               Trade Vendor               $17,223

Blue Bell                     Trade Vendor               $16,210

McGladrey Contract Business                              $14,535

Oklahoma Tax Commission       Witholding Tax             $14,560

Quality Foods                 Trade Vendor               $14,472

C. Marvin's, Inc., Arkansas' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Oklahoma Tax Commission                                 $380,864
P O Box 26940
Oklahoma City, OK 73126

State of Arkansas             Withholding Tax            $46,782

NW Tobacco and Candy                                     $34,593
Company, Inc.

Great Plains Coca-Cola                                   $24,833

Hiland Dairy                                             $21,017

Express Meat Company                                     $18,872

Schwan's                                                 $10,620

Orgill                                                   $10,447

Martinous Produce                                         $9,482

Gloria Patterson Tax          Taxes                       $9,298
Collector

Pepsi                                                     $7,738

Joshen Paper & Packaging of                               $6,983
Arkansas

State Business                                            $5,779

Earthgrains Baking Co Inc.                                $5,683

Wax Works                                                 $4,274

Tom's Food                                                $3,800

McGladrey Contract Business                               $3,622

Cintas Corporation                                        $3,478

Blue Bell                                                 $3,287

Air Works                                                 $2,919

D. Marvin's, Inc., Kansas' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Hiland Dairy Co.              Trade Vendor               $36,056

Wells Blue Bunny              Trade Vendor               $13,911

Cowley Dist. Ins.             Trade Vendor                $4,410

Coca Cola Bottling of Mid     Trade Vendor                $3,997
America

Great Plains Coca Cola        Trade Vendor                $3,320

Tom's Foods                   Trade Vendor                $2,558

Regis Inventory               Trade Vendor                $1,705

Arkansas Ice Company          Trade Vendor                $1,466

Rug Doctor                    Trade Vendor                $1,265

Garden Galleries              Trade Vendor                  $975

Flowers Foods Shipley Baking  Trade Vendor                  $926
Co.

Earthgrains Co.               Trade Vendor                  $835

Harris Baking Co.             Trade Vendor                  $782

Blue Bell Creameries          Trade Vendor                  $716

Oklahoma Tax Commission       Franchise Taxes               $624

Cintas                        Uniforms                      $608

Swift-Eckrich                 Trade Vendor                  $552

Heartland Snacks              Trade Vendor                  $505

Merchants Bakery Supply       Trade Vendor                  $343

State Business Systems        Trade Vendor                  $325

E. James L. Marvin, Jr. Revocable Trust's 20 Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Oklahoma Tax Commission       Sales Tax                  $79,865

Oklahoma Tax Commission                                  $70,831

Marvin's Employee Trust                                  $55,308

Pepsi                         Trade Vendor               $37,511

Express Meat Company          Trade Vendor               $23,462

Glidewell Dist.               Trade Vendor               $10,688

Schwan's Consumer Brands      Trade Vendor               $10,510

Airworks                      Repairs                     $9,882

Coca Cola                     Trade Vendor                $8,490

Martinous Produce             Trade Vendor                $6,473

State Business                                            $6,083

Waxworks/Videoworks           Trade Vendor                $6,070

ConAgra Foods                 Trade Vendor                $5,526

JOSHEN                        Trade Vendor                $5,113

Oklahoma Tax Commission       Withholding Taxes           $4,110

Blue Bell                     Trade Vendor                $4,091

Earthgrains Baking Co's Inc.  Trade Vendor                $3,695

Hiland Dairy                  Trade Vendor                $3,670

McGladrey Contract Business                               $2,362
Services

Hallmark Marketing Corp.      Trade Vendor                $1,946


CONTIMORTGAGE HOME: S&P Downgrades Two Class Ratings to CCC and D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of ContiMortgage Home Equity Loan Trust certificates. The
rating on the class B certificates from ContiMortgage Home Equity
Loan Trust 1999-2 is lowered to 'D' from 'CCC'; the rating on the
class B-II certificates from ContiMortgage Home Equity Loan Trust
1998-3 is lowered to 'CCC' from 'BB'. In addition, ratings are
affirmed on various classes from these two ContiMortgage
transactions.

The lowered rating on the class B certificates from the 1999-2
transaction reflects the fact that the class suffered a principal
loss of $156,398 during the distribution period ending April 25,
2004. The amount by which the loss amount exceeded excess interest
was applied to reduce the overcollateralization to zero. The
additional loss amount was applied to the certificates and will
continue to be applied to the certificates whenever loss exceeds
the excess interest amount and overcollateralization has not been
rebuilt. Based on current performance, it is not likely that the
principal loss will be recoverable. In addition, future interest
payments will be made at the new, lower balance.

The lowered rating on the class B-II certificates from the 1998-3
transaction reflects the fact that losses have been significantly
exceeding excess interest consistently for 11 months over the past
year. Furthermore, the amount of loss to overcollateralization has
been increasing over time. Based on current performance, this
erosion of credit support seriously increases the risk of default,
especially if realized losses continue to exceed excess interest.

The affirmed ratings reflect the fact that there is adequate
credit support provided to each of the remaining classes, despite
the pools' losses and delinquencies. The senior classes of the
transactions have additional support in the form of bond insurance
provided by MBIA Insurance Corp.

As of the distribution date, total delinquencies ranged from
30.62% (1998-3, group 1) to 33.62% (1998-3 group 2), and serious
delinquencies ranged from 19.74% (1998-3 group 1) to 22.04% (1998-
3 group 2). Cumulative losses ranged from 29.02% (1999-2) to
64.29% (1998-3 group 2).

All of the transactions are backed by fixed- and adjustable-rate
subprime home equity mortgage loans secured by first and second
liens on owner-occupied one- to four-family residences.
   
                        RATINGS LOWERED
   
            ContiMortgage Home Equity Loan Trust 1998-3
   
                           Rating
               Class    To        From
               B-II     CCC       BB
   
            ContiMortgage Home Equity Loan Trust 1999-2
   
                           Rating
               Class    To        From
               B        D         CC
   
                        RATINGS AFFIRMED
   
            ContiMortgage Home Equity Loan Trust 1998-3
   
               Class                                  Rating
               A-6, A-7, A-8, A-9, A-17, A-18, A-20   AAA
               B-I                                    CCC
   
            ContiMortgage Home Equity Loan Trust 1999-2
   
               Class                                 Rating
               A-6, A-7, A-8                         AAA


CP-CHA ROSELAND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CP-CHA Roseland Limited Partnership
        Century Pacific Equity Corp.
        1925 Century Park East, Suite 1900
        Los Angeles, California 90067

Bankruptcy Case No.: 04-31630

Chapter 11 Petition Date: May 4, 2004

Court: Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Anna Cotten Wright, Esq.
                  Joseph W. Grier, III, Esq.
                  Grier & Furr
                  101 North Tryon Street, Suite 1240
                  Charlotte, NC 28246
                  Tel: 704-375-3720

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Interstate Realty Mgmt. Co.   Trade Debt                $179,004

Commerce National Ins.        Trade Debt                $141,942
Services, Inc.

IRM Advance                   Trade Debt                 $76,241

Coinmach                                                 $25,000

Interstate Realty             Trade Debt                 $22,658

IRM Advance                   Trade Debt                 $15,282

IRM Advance CP                Trade Debt                  $7,528

Lew Corporation               Trade Debt                  $4,758

Color's Paint & Repair        Trade Debt                  $3,784

Steels' Lawn & Janitorial     Trade Debt                  $3,775
Service

IASO Sport Center             Trade Debt                  $3,000

Asher & Company, Ltd.         Trade Debt                  $2,800

Wilmar Supply Co., Inc.       Trade Debt                  $1,903

Eric Hefner Plumbing Service  Trade Debt                  $1,969

Duke Power                    Trade Debt                  $1,862

The Home Depot Supply Inc.    Trade Debt                  $1,811

ARI, Inc.                     Trade Debt                  $1,778

Essential Carpet & Interiors  Trade Debt                  $1,772
Inc.

ICI Dulux Pain Centers        Trade Debt                  $1,338

Maintenance USA               Trade Debt                  $1,221


DII INDUSTRIES: Nominates Three Silica PI Trust Committee Members
-----------------------------------------------------------------
In accordance with the Disclosure Statement and the Plan, the DII
Industries, LLC Debtors nominate three individuals as the initial
members of the Silica Trust Advisory Committee:

        (1) Steve Baron
            Silber Pearlman, LLP
            2711 North Haskell Avenue, 5th Floor
            LB33
            Dallas, TX 74204

        (2) Bryan Blevins
            Provost Umphrey Law Firm, L.L.P.
            490 Park Street
            P.O. Box 4905
            Beaumont, TX 77704

        (3) Joseph Rice
            Motley Rice, LLC
            28 Bridgeside Blvd.
            Mt. Pleasant, SC 29464

The Silica TAC was created pursuant to the Silica PI Trust
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)
  

DJ ORTHOPEDICS: S&P Ups Corporate & Senior Debt Ratings to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured bank loan ratings on rehabilitation product
manufacturer dj Orthopedics Inc. to 'BB-' from 'B+'. At the same
time, Standard & Poor's raised its subordinated debt rating on the
company to 'B' from 'B-'. The upgrade reflects Standard & Poor's
view that the successful integration of new higher-margin product
lines and financial deleveraging have strengthened the company's
credit profile.

The rating, however, continues to take into account the company's
relatively narrow position in orthopedic devices and competition
from well-entrenched larger companies in dj Orthopedics' newly
acquired bone-stimulation growth business line.

The outlook is stable. Vista, California-based dj Orthopedics had
approximately $174 million of debt outstanding on March 27, 2004.

The company's established position in the niche orthopedics device
markets is based on long-standing customer relationships and a
respectable record of new product development and enhancements in
its DonJoy franchise. The late 2003 acquisition of Orthologic
Corp.'s bone-growth stimulation (BGS) platform Regentek has
diversified the company's revenue stream.

"While Standard & Poor's expects the BGS market to grow at an
annual rate of 15% to 20%, dj Orthopedics will also have to
compete with larger BGS companies such as Biomet and Smith &
Nephew," said Standard & Poor's credit analyst Jordan Grant. "It
also faces ongoing pricing pressures as its products and devices
become more mature."

Although the acquisition of Regentek appears to have exceeded
Standard & Poor's initial expectations, dj Orthopedics'
speculative-grade ratings continue to reflect its challenge in
creating new products on an ongoing basis.


DISTRIBUTION DYNAMICS: UST Names Official Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 12 appointed 7 largest
unsecured creditors to serve in the Official Committee of
Unsecured Creditors in Distribution Dynamics Inc.'s Chapter 11
cases:

         1. Morris Anderson & Associates, Ltd.
            51 East 42 Street, Suite 700
            New York, NY 10017
            Attn: Andrew G. Barnett
            Phone:(212) 867-6868 or (203) 904-3255

         2. Brynolf Manufacturing
            8310 E. Riverside Boulevard
            Loves Park, IL 61111
            Attn: Robert E. Brynolf
            Phone:(815) 885-2790

         3. Porteous Fastener Co.
            1040 Watson Center Road
            Carson, CA 90745
            Attn: V. William Osier
            Phone:(310) 847-6751 or (310) 847-6749

         4. Lindstrom Metric, Inc.
            2950 100th Court NE
            Blaine, MN 55449
            Attn: Gregory M. Wilson
            Phone:(763) 780-4200 or (800) 328-2430

         5. Matenaer Corporation
            810 Schoenhaar Drive
            West Bend, WI 53090
            Attn: Warren Stringer, Jr.
            Phone:(262) 338-0700

         6. Centerpoint Realty Services Corporation
            1808 Swift Drive
            Oak Brook, IL 60523
            Attn: Michael Weininger
            Phone:(630) 586-8000

         7. Textron, Inc.
            1111 Samuelson Road
            Rockford, IL 61109
            Attn: Glenn Grigoletti
            Phone:(815) 391-5842

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 Eden Prairie, Minnesota, Distribution Dynamics,
Inc. -- http://www.distributiondynamics.com/-- helps companies  
improve bottom-line results by providing fasteners and Class 'C'
commodities.  The Company filed for chapter 11 protection on April
26, 2004 (Bankr. Minn. Case No. 04-32489).  Mark J. Kalla, Esq.,
at Dorsey & Whitney LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed both estimated debts and assets of
over $10 million.


DRESSER INC: Posts $18.4 Million Net Loss for First Quarter
-----------------------------------------------------------
Dresser, Inc. provided financial results for the quarter ended
March 31, 2004. The Company recorded revenues of $436.3 million,
an increase of $64.9 million over the $371.4 million reported for
the same period in 2003. Year-on-year gains in revenues were
recorded in all operating segments. There were also positive
foreign exchange translation effects year-on-year in the Flow
Control and Measurement Systems segments, which affected revenue
growth.

Gross profit in the first quarter of 2004 was $124.4 million,
compared to $99.9 million for the first quarter of 2003. Gross
margin for the three-month period ended March 31, 2004 was 28.5%,
compared to 26.9% for the same period in 2003. Increases were due
primarily to higher revenues and cost reduction efforts, and the
termination of the transition services costs associated with the
Tokheim North America asset acquisition in 2003.

Selling, Engineering, General and Administrative (SEG&A) expenses
of $104.7 million in the first quarter of 2004 were 24.0% of
revenues, compared to SEG&A expenses of $88.6 million representing
23.9% of revenues in the same period last year. Increased SEG&A
expenses resulted from higher selling expenses due to revenue
increases in the Flow Control and Measurement Systems segments.
There were unfavorable effects of foreign currency translation and
higher expenses and fees incurred in connection with the audit of
our financial statements. In addition, there were $2.2 million of
executive retirement and separation expenses, including the
planned retirement of CEO Patrick Murray and retirement of another
executive in the Compression and Power Systems segment. Lower
restructuring charges partially offset these increases.

Operating income in the first quarter of 2004 was $19.7 million,
an increase of $8.4 million from $11.3 million in the first
quarter of 2003. Operating margin in the first quarter of 2004 was
4.5%, compared to 3.0% in the first quarter of 2003. Increases in
operating income were due mainly to increased volume and improved
operating leverage in the Measurement Systems segment, and better
profitability in the Compression and Power Systems segment as
excess backlog was converted to sales in the natural gas engine
business. Operating income in the Flow Control segment was
modestly down from last year.

The Company posted a net loss of $18.4 million for the quarter
ended March 31, 2004, compared to a net loss of $6.1 million for
the year-ago period. Included in the first quarter 2004 net loss
was a $16.9 million write-off of deferred financing costs
associated with the refinancing of the Company's senior secured
Term Loan B completed in January.

EBITDA for the first quarter of 2004 was $31.7 million, an
increase of $5.9 million from $25.8 million in the same period
last year.

Cash and cash equivalents totaled $106.8 million on March 31,
2004, compared to $123.9 million on March 31, 2003. During the
first quarter of 2004 there was an optional prepayment of $25
million on the Company's senior secured credit facility, operating
working capital (receivables plus inventory less payables) was a
use of cash of approximately $30.9 million, and there were capital
expenditures of $12.9 million.

Borrowings under the Company's senior secured credit facility,
senior unsecured term loans, and senior subordinated notes were
$914.5 million at the end of the first quarter of 2004 compared to
$952.2 million at the end of the first quarter of 2003. Total
debt, including capital leases, on March 31, 2004, was $926.8
million, a reduction of $52.9 million from $979.7 million on March
31, 2003.

Bookings for the quarter ended March 31, 2004 were $446.4 million,
up $31.2 million from bookings of $415.2 million in the quarter
ended March 31, 2003. Bookings increases were primarily driven by
improving market conditions in the Measurement Systems segment and
a positive impact from changes in foreign currency exchange rates.

Backlog on March 31, 2004 was $486.3 million, compared to $391.5
million on March 31, 2003. The higher backlog was primarily due to
increases in the Measurement Systems segment, and the positive
impact from changes in foreign currency exchange rates.

Steve Lamb, President and Chief Executive Officer of Dresser,
Inc., said "Compared to the first quarter of last year, Dresser's
first quarter results benefited from better market conditions,
operating improvements we made in our businesses, and lower
restructuring expenses. As a result we posted stronger revenues,
gross profits, operating income and EBITDA. Our cash position
declined after making an optional debt prepayment and increasing
our capital spending, but ended the quarter ahead of
expectations."

Continued Lamb, "However, we were down from our first quarter
expected adjusted EBITDA results primarily due to lower-than-
expected earnings in our on/off valve business and executive
retirement and separation expenses. Although we believe we are
making substantial progress in solving our inefficiency problems
in the on/off business, first quarter results were impacted
negatively as we continued the Houston facility consolidations and
worked to boost throughput in our Italian operations."

Headquartered in Dallas, Dresser, Inc. is a worldwide leader in
the design, manufacture and marketing of highly engineered
equipment and services sold primarily to customers in the flow
control, measurement systems, and compression and power systems
segments of the energy industry. Dresser has a widely distributed
global presence, with over 8,000 employees and a sales presence in
over 100 countries worldwide. The Company's website can be
accessed at http://www.dresser.com/

                           *   *   *

Standard & Poor's Ratings Services assigned its 'B+' rating on
Dresser Inc.'s proposed $125 million, senior unsecured, six-year
term loan. Standard & Poor's based the ratings on a highly
leveraged financial profile, partially offset by the company's
solid market position in its core business lines and improving
operating performance. Dresser's primary business segments are
designing and manufacturing equipment for the energy industry.

The rating is one notch below Dresser's 'BB-' corporate credit
rating and senior secured rating, reflecting significant amount of
secured debt that enjoys a priority position over the new senior
unsecured term loan. At the same time, Standard & Poor's affirmed
its existing 'BB-' corporate credit and senior secured rating and
'B' subordinated note rating. The outlook is stable. Dallas,
Texas-based Dresser will use proceeds from the loan to refinance
existing debt. Total debt outstanding is about $925 million.


ELCOM INTL: March 31, 2004 Balance Sheet Insolvent by $2.8 Million
------------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS), announced operating results for its first quarter ended
March 31, 2004.

Net sales for the quarter ended March 31, 2004 increased to
$1,709,000 compared to $669,000 from the same period of 2003, an
increase of $1,040,000 or 155%. License and associated fees
increased due primarily to recording the final lump sum payment
from Capgemini UK Plc (formerly Cap Gemini Ernst and Young UK Plc)
of $1,142,000 which was earned upon signing the thirteenth
customer of the eProcurement Scotland program in the first quarter
of 2004 (this fee is non-recurring). License and associated fees
include license fees, hosting fees, annual fees, joining fees and
maintenance fees. Professional services fees decreased by $112,000
from $259,000 in 2003 to $147,000 in 2004, reflecting less actual
implementations and other professional services activities than
were recorded in the first quarter of 2003.

Operating expenses for the quarter ended March 31, 2004 were
$1,673,000 compared to $2,409,000 in the 2003 quarter, a decrease
of $736,000 or 30.6%. Throughout 2003, the Company implemented
cost containment measures designed to align its operating expenses
with lower than anticipated revenues. Those measures included
personnel reductions throughout most functional and corporate
areas. These personnel reductions resulted in a decrease in
personnel expense in the first quarter of 2004 of approximately
$529,000 when compared to the first quarter of 2003. In March
2004, the Company began hiring several staff in the U.K. and U.S.
(support services) in order to service the expanding demand in the
municipal market in the U.K. and in anticipation of the funding of
the Company via the sale of Regulation S Shares in the U.K.
(discussed below). The remaining decrease in operating expenses
from the 2003 quarter to the 2004 quarter is largely due to a
reduction in depreciation and amortization expense, as various
Company assets have been fully depreciated/amortized. The
Company's first quarter operating expenses in 2003 were reduced by
the reversal of a franchise tax accrual of $506,000, as payment
was no longer deemed probable. The Company reported an operating
loss from continuing operations of $70,000 for the quarter ended
March 31, 2004 compared to a loss of $1,934,000 reported in the
comparable quarter of 2003, a decrease of $1,864,000 in the loss
reported. This smaller operating loss from continuing operations
in the first quarter of 2004 compared to the 2003 quarter was due
primarily to the recognition of revenue from the final lump sum
payment from Capgemini, recorded as license and associated fees
revenue and the reduction in operating expenses.

The Company's net loss from continuing operations for the quarter
ended March 31, 2004 was $173,000, a decrease of $1,272,000 from
the comparable quarterly loss in 2003 of $1,445,000, as a result
of the factors discussed above.

At March 31, 2004, and prior to the sale of the Regulation S
Shares, the Company's principal sources of liquidity were cash and
cash equivalents of $143,000 and accounts receivable, net of
$145,000.

At March 31, 2004, Elcom International, Inc.'s balance sheet shows
a shareholders' deficit of $2,778,000 compared to a deficit of
$2,722,000 at December 31, 2003.

Subsequent Event Affecting Liquidity

On April 16, 2004, the Company closed on the sale of 29,777,573
shares of its Common Stock (Regulation S Shares) to investors in
the U.K., and listed the Regulation S Shares and its existing
common shares on the AIM market of the London Stock Exchange. The
Company raised a total of approximately $3.6 million via this
issuance and sale of Regulation S Shares in the U.K, with net
proceeds to the Company of approximately $3.2 million. The
Regulation S Shares were sold at a price equal to the conversion
rate of the Company's recent placements of Debentures in 2003 of
$0.1246 per share. The funds derived from the sale of the
Regulation S Shares will be used to support the Company's working
capital requirements.

Factors Affecting Future Performance

A significant portion of the Company's revenues from continuing
operations in the first quarter of 2004 (approximately $1,142,000
after currency conversions) are from recognition of the final lump
sum license fee from Capgemini related to the eProcurement
Scotland program. The eProcurement Scotland program is expected to
be an ongoing source of revenues for the Company; however, because
this was the final lump sum payment, which is a non-recurring fee,
it is anticipated the Company's revenues from this source will be
lower in the remaining quarters of 2004. If the Company, in
conjunction with Capgemini, the primary contractor for the
eProcurement Scotland program, is unable to perform under this
license, it would have a significant effect on the Company's
financial results.

Robert J. Crowell, the Company's Chairman and CEO, stated, "Our
first quarter 2004 earnings do not yet reflect the increase in
activity under our agreement with Capgemini associated with the
Scottish Executive, which began late last year. Our first quarter
results were substantially enhanced by the recognition to earnings
of our final lump sum payment from Capgemini associated with the
Scottish Executive. Our underlying recurring revenues remain
generally consistent with Professional Services slightly less when
compared to last year. With our sales pipeline expanding, I expect
to see continued increases in activity under the Capgemini
agreement, and with other channel partners and opportunities."

Mr. Crowell continued, "We are extremely pleased at our successful
placement of shares in the U.K. and subsequent listing on the
Alternative Investment Market, which was effective April 16, 2004.
With this financing in place, the Company filed its Amendment
Number 2 to its Form 10-K on May 10, 2004. This amended filing
contains an unqualified audit opinion as the Company is now
regarded as a 'going concern'. The Company now stands to benefit
from having a more secure financial foundation and believes 2004
will represent a new beginning for the Company as we begin to
expand, especially through our channel partners."

                 About Elcom International, Inc.

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) is a leading international provider of remotely-hosted
eProcurement and private eMarketplace solutions. Elcom's
innovative remotely-hosted technology establishes the next
standard of value and enables enterprises of all sizes to realize
the many benefits of eProcurement without the burden of
significant infrastructure investment and ongoing content and
system management. PECOS Internet Procurement Manager, Elcom's
remotely-hosted eProcurement and eMarketplace enabling platform
was the first "live" remotely-hosted eProcurement system in the
world. Additional information on Elcom can be found at
http://www.elcominternational.com/  


ENRON CORPORATION: Court Disallows & Expunges Various Mega Claims
-----------------------------------------------------------------
Judge Gonzalez disallows and expunges:

   (a) 24 Exact Duplicate Claims aggregating $17,538,482;

   (b) 93 Amended and Superseded Claims aggregating
       $1,924,166,893;

   (c) 110 Claims, aggregating $353,671,752, that are duplicates
       of a consolidated Proof of Claim;

   (d) 32 Claims, aggregating $6,486,693, that are duplicates of
       other claims filed against another Debtor;

   (e) MSP One Summer Street, LLC's Claim No. 1562200 for
       $1,552,740 that is a duplicate of its Claim No. 1578200
       filed under a different classification;

   (f) 103 Other Duplicate Claims aggregating $504,284,364; and

   (g) Jefferson-Pilot Life Insurance Co.'s Claim No. 2292800
       for $4,00,000 which is duplicative of consolidated proofs
       of claim filed by The Bank of New York.

The Court also disallows and expunges three Claims as to the
portion seeking recovery for ownership of common stock, and
reclassifies and subordinates the portion of the Claims seeking
recovery for damages arising from the sale or purchase of
securities:

                                                    Reclassified
   Claimant                              Claim No.     Amount
   --------                              ---------  ------------
   Invesco Select Income Fund             1592700    $1,733,609
   Oregon Public Employees Ret. Fund       776300    81,449,593
   TN Dept of Treasury - TCRS              231100     4,071,400

The Debtors have withdrawn without prejudice their objection to
four Proofs of Claim.

The Court will hear the Debtors' objection to the remaining 14
Claims at a later date. (Enron Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FALCON HOSPITALITY: First Creditors' Meeting Set for June 2
-----------------------------------------------------------
The United States Trustee will convene a meeting of Falcon
Hospitality Development, LLC's creditors at 2:00 p.m., on
June 2, 2004, in Room 550 at 600 Las Vegas Boulevard South, Las
Vegas, Nevada 89101.  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.


FEDERAL-MOGUL: Court Approves Amended Disclosure Statement
----------------------------------------------------------
On May 10, 2004, Federal-Mogul Corporation, together with the
Unsecured Creditors Committee, Asbestos Claimants Committee,  
Equity Security Holders Committee, the Legal Representative for  
Future Asbestos Related Claimants, and JPMorgan Chase Bank, as  
Administrative Agent for the Debtors' prepetition lenders,  
modified their Second Amended Joint Plan and Disclosure  
Statement.

Judge Lyons approved Federal-Mogul's Disclosure Statement, as
modified, on May 11, 2004, satisfied that the Disclosure
Statement contains "adequate information" within the meaning of
Section 1125(a) of the Bankruptcy Code.  Objections not withdrawn
or resolved are overruled.

Federal-Mogul's Disclosure Statement is modified to include these
disclosures:

A. Note Obligations

   As of the Petition Date, Federal-Mogul Corp.'s outstanding    
   Note Debt comprise of:

      (a) five tranches of Notes,
      (b) one tranche of Senior Notes, and
      (c) six tranches of Medium-Term Notes.

   The outstanding Note Debt is $2,159,404,575.  This amount
   excludes $40 million in accrued and unpaid interest as of the
   Petition Date.  

B. Trade Debt

   As of the Petition Date, the U.K. Debtors' books and records
   show trade claims pending against them totaling $42.42
   million.  Since the Petition Date, the $42.42 million
   aggregate claim amount has been reduced to $32.35 million due
   to payments made by the U.K. Debtors to certain critical trade
   creditors and the re-characterization of certain prepetition
   trade claims as Administration Claims.  U.S. dollars are
   converted to BPS at the rate of one BPS to $1.79.  

C. Consensual Marketing Procedures

   This refers to process by which Federal-Mogul, by agreement
   with the Administrators, will retain those businesses and
   assets of the U.K. Debtors that are valuable to Federal-Mogul
   and its customers and by which those businesses and assets of
   the U.K. Debtors that are not valuable to Federal-Mogul and
   its customers may be marketed and sold to third-party
   purchasers.

D. Proceedings in the United Kingdom

   The Modified Disclosure Statement provides for the forms of
   Schemes of Arrangement and Voluntary Arrangements that
   parallel the provisions of the Plan to the fullest extent
   possible under English and Scottish insolvency law.

          Efforts to Reach Agreement with Administrators

   Under English and Scottish law, the Administrators are the
   only persons with the authority to recommend and submit
   Schemes of Arrangement and Voluntary Arrangements.  The
   Administrators have not agreed to recommend the Schemes of
   Arrangement and Voluntary Arrangements that parallel the
   Plan.  However, the Plan Proponents are working toward an
   agreement with the Administrators to recommend parallel
   Schemes of Arrangement and Voluntary Arrangements.  If an
   agreement cannot be achieved, the Plan Proponents will work
   toward an agreement with the Administrators on Consensual
   Marketing Procedures, to retain U.K. businesses that are
   valuable to Federal-Mogul and its customers and to jointly
   market those U.K. businesses that are not valuable to Federal-
   Mogul and its customers.

                 Directions to the Administrators

   In case negotiations with the Administrators to reach an
   agreement do not result in a consensual resolution, the Plan
   Proponents are, contemporaneously with soliciting votes on the
   Plan and conducting negotiations with the Administrators,  
   implementing the procedures described in the Plan so as to be
   able, if necessary, to direct the Administrators to recommend
   the parallel Schemes of Arrangement and Voluntary Arrangements
   or discharge the U.K. administration proceedings.

               Non-Consensual Marketing Procedures

   If neither agreement with the Administrators can be reached
   and the efforts to direct the Administrators to recommend the
   parallel Schemes of Arrangement and Voluntary Arrangements or
   discharge the Administrations are not effective, then Federal-
   Mogul will bid for the U.K. Debtors' businesses that are
   valuable to Federal-Mogul Corporation and its customers.

   Additionally, Federal-Mogul and any actual or deemed transfer
   of businesses and assets to Federal-Mogul will be entitled to
   the benefits of and protections of the Injunctions and other
   provisions of the Plan, including the injunction pursuant to
   Section 524(g) of the Bankruptcy Code.  Any and all Claims and
   Demands against Federal-Mogul and its affiliates relating to
   those businesses and assets will be channeled to the Trust.  
   Remaining assets will be liquidated.  

   If Federal-Mogul is not the successful bidder, the Injunctions
   and other protective provisions of the Plan will not apply to
   the purchaser of any of the assets, and Claims and Demands
   against the purchaser will not be transferred and channeled to
   the Trust.  

            Distributions on Account Of Claims Against
             and Equity Interests in the U.K. Debtors

   In the event that Federal-Mogul bids and purchases some or all
   of the assets or businesses of the U.K. Debtors, then Federal-
   Mogul will pay to the relevant U.K. Debtors only that portion
   of the bid that is distributed to holders of Claims against
   the U.K. Debtors other than holders of Asbestos Personal
   Injury Claims against the U.K. Debtors.  In that event,
   notwithstanding anything to the contrary in the Plan, the
   holder of Claims against and Equity Interests in the U.K.
   Debtors, other than holders of Asbestos Personal Injury
   Claims, will receive no distributions under the Plan, but
   instead will receive any and all distributions on account of
   their Claims and Equity Interests pursuant to the U.K.
   administration proceedings in accordance with U.K. insolvency
   laws.

   All of the Reorganized Federal-Mogul Class B Common Stock will
   be delivered to the Trust to fund distributions to the holders
   of Asbestos Personal Injury Claims in accordance with the Plan
   and the Asbestos Personal Injury Trust Distribution
   Procedures.  However, if Federal-Mogul is required to pay the
   full amount of its bid to the relevant U.K. Debtors, then all
   distributions to be paid to the holders of Asbestos Personal
   Injury Claims in, or arising out of, the U.K. administration
   proceedings will be paid to the Trust and the Trust will remit
   all the recoveries to Federal-Mogul or Reorganized Federal-
   Mogul, as applicable.  Any other distributions will be paid to
   the Trust and the Trust will also remit all the recoveries
   other than insurance recoveries to Federal-Mogul or
   Reorganized Federal-Mogul, as applicable.  Neither the
   Hercules Policy Expiry Date nor the EL Coverage Expiry Date
   will occur until all the distributions have been made.

   In the event the non-consensual marketing procedures are
   implemented and Federal-Mogul is required to pay the full
   amount of any bid, neither the issuance of the Reorganized
   Federal-Mogul Class B Common Stock to the Trust nor any
   distributions made by the Trust to holders of Asbestos
   Personal Injury Claims against the U.K. Debtors will relieve
   or otherwise limit the obligations of the U.K. Debtors on
   account of the Claims in the U.K. administration proceedings
   or any subsequent insolvency proceedings under applicable U.K.
   law.

E. Substantive Consolidation

   The Plan Proponents reserve the right to seek at the
   Confirmation Hearing to have the estates of certain of the
   Debtors substantively consolidated for plan classification,
   treatment, voting and confirmation purposes only.  The Plan
   Proponents reserve the right to seek the substantive
   consolidation of all of the Debtors obligated on the Surety
   Claims, except T&N Limited.  These Debtors include:

      (a) all of the U.S. Debtors, except Federal-Mogul FX, Inc.,
          and J.W.J. Holdings, Inc.; and

      (b) F-M UK Holding Limited.

   The Plan Proponents believe that the substantive consolidation
   of these Estates would not negatively impact the holders of
   most Claims against the Debtors.  This is because the
   treatment provisions for most of the Classes of Claims for
   each of the Debtors are identical.  The Plan Proponents
   believe that only holders of Claims with respect to which
   multiple Debtors are liable on account of guarantees or
   otherwise would be impacted by the possible substantive
   consolidation of the Debtors.  

   If substantive consolidation is sought and approved:

      * Holders of the Multiple Debtor Claims would not be
        entitled to assert the full amount of their Claims
        against each of the Debtors, but would instead be
        entitled to a single recovery on account of the Claims
        against the substantively consolidated Estates of the
        Debtors.  The largest holders of the Multiple Debtor
        Claims are the holders of Bank Claims and Noteholder
        Claims.  However, the treatment provisions relating to
        the Claims already reflect the impact of any substantive
        consolidation.  Hence, the possible substantive
        consolidation of the Debtors will not affect the holders
        of Bank Claims and Noteholder Claims.  It is anticipated
        that the holders of Bank Claims and Noteholder Claims
        will vote in favor of the Plan; and

      * The Sureties would be entitled to single recovery on
        account of its Secured Claim and any Unsecured Deficiency
        Claim.  It is uncertain whether the Sureties will accept
        or reject the Plan.  

F. The Asbestos Personal Injury Trust and Distribution Procedures

   The Trust will also indemnify Reorganized Federal-Mogul on an
   after-tax basis for all and any adverse tax consequences
   suffered by any of the Hercules-Protected Entities arising as
   a result of or attributable to the implementation of Article
   IV of the Plan.  For that purpose, Reorganized Federal-Mogul
   will be conclusively deemed to have suffered a loss in an
   amount equal to the adverse tax consequences suffered by the
   relevant Hercules-Protected Entity.

G. Position of the Administrators of the Plan

   The Administrators advised the Plan Proponents that they have
   several concerns about the Plan and, moreover, believe that it
   may be in the best interests of creditors of the U.K. Debtors
   to liquidate certain or all of the assets and businesses of
   the U.K. Debtors.  The Plan Proponents strongly disagree with
   the Administrators and believe that the reorganization
   contemplated by the Plan is in the best interests of all
   creditors, including creditors of the U.K. Debtors.  The Plan
   Proponents believe that any liquidation of the U.K. Debtors
   would result in the loss of thousands of jobs and
   substantially lesser distributions to creditors of the U.K.
   Debtors.

   In an attempt to resolve these differences, the Administrators
   agreed to undertake, and currently are engaged in further due
   diligence on several issues including:

      (a) the proposed enterprise value of the Reorganized
          Debtors and, hence, the value of the proposed
          distribution of Reorganized Federal-Mogul Class B
          Common Stock for the benefit of certain creditors of
          the U.K. Debtors;

      (b) the Asbestos Claimant Committee's estimation of
          Asbestos Personal Injury Claims and Demands against the
          U.K. Debtors; and

      (c) the value of the businesses and assets of certain of
          the U.K. Debtors.

              Specific Concerns Relating to the Plan

   The Administrators are concerned that the distributions to the
   creditors of the U.K. Debtors differ from the distributions to
   certain creditors of the U.S. Debtors.  Specifically, the
   Administrators are concerned that the Plan provides greater
   distributions to the holders of Class D Noteholder Claims,
   Class H Unsecured Claims and Class J Asbestos Personal Injury
   Claims against the U.S. Debtors than the holders of similar
   Claims against the U.K. Debtors.  All of these distributions
   differ for a number of reasons:

      (a) The Asbestos Personal Injury Claims and Demands against
          the U.K. Debtors relative to the value of the assets of
          the U.K. Debtors are significantly greater that the
          Asbestos Personal Injury Claims and Demands against the
          U.S. Debtors relative to the value of the assets of the
          U.S. Debtors;

      (b) The Asbestos Personal Injury Claims and Demands against
          the U.S. Debtors are more adequately covered by
          applicable insurance; and

      (c) The assets of the U.S. Debtors are more valuable than
          the assets of the U.K. Debtors.

   The Administrators are also concerned about the allocation and     
   distribution of the Reorganized Federal-Mogul Common Stock
   among the holders of Noteholder Claims and Asbestos Personal
   Injury Claims.  However, these distributions merely reflect
   the nature and extent of the Debtors' assets and liabilities
   against whom these Claims are asserted and the deal as
   negotiated among the holders of Noteholder Claims and Asbestos
   Personal Injury Claims.

   The Administrators also contend that they cannot yet conclude
   based on their current information, that the reorganization
   contemplated by the Plan is better for creditors of the U.K.
   Debtors than a "controlled realization" of all or some of the
   U.K. Debtors.  Specifically, the Administrators believe that
   they may be able to achieve greater distributions for
   creditors of the U.K. Debtors by not reorganizing, but instead
   through a sale or other liquidation of the U.K. Debtors.  The
   reasons given by the Administrators to the Plan Proponents for
   these concerns, conclusions and beliefs are:

      (a) The Plan is based on unproven asset values and, as a
          result, the value of the Reorganized Federal-Mogul
          Common Stock to be distributed to certain creditors of
          the U.K. Debtors is allegedly speculative and
          uncertain;

      (b) The liquidation of T&N Limited would enable faster and
          more certain distributions to holders of Asbestos
          Personal Injury Claims against T&N Limited because of
          the Cash on hand at T&N Limited; and

      (c) The Administrators would be more successful in seeking
          the reduction and disallowance of Asbestos Personal
          Injury Claims by subjecting them to an alleged
          "rigorous" claims adjudication process in the United
          Kingdom.

   The Plan Proponents strongly disagree with all of the
   concerns, conclusions and beliefs.  The asset values are
   neither unproven nor speculative.  Each of the Plan Proponents
   employed experienced and sophisticated financial advisors    
   in connection with the preparation of the valuation and
   liquidation analysis discussed, referenced and attached to the
   Disclosure Statement.  The Plan Proponents all believe that
   the value of the portion of the Reorganized Federal-Mogul
   Common Stock to be distributed to the Trust on account of
   holders of Asbestos Personal Injury Claims is approximately
   $800,000,000 and that this amount is far greater than any
   distribution that could be achieved in any liquidation of the
   U.K. Debtors conducted by the Administrators.  The Plan
   Proponents also strongly believe that the Administrators are
   over-estimating the liquidation value of the assets and
   businesses of the U.K. Debtors and greatly under-estimating
   the costs of any liquidation process.  Finally, the Plan
   Proponents do not believe that the Administrators could timely
   and successfully liquidate and process all of the Asbestos
   Personal Injury Claims in the United Kingdom.  In sum, the
   Plan Proponents believe that any sale or other liquidation
   conducted by the Administrators would result in materially
   lower and more uncertain distributions to creditors of the
   U.K. Debtors.  The Plan Proponents have communicated these
   views to the Administrators and have urged them to consider
   these views in connection with their further due diligence and
   analysis.

   The Administrators also have advised the Plan Proponents that
   they do not agree with the Asbestos Personal Injury Trust
   Distribution Procedures attached to the Plan.  Specifically,
   the Administrators believe that the Asbestos Personal Injury
   Trust Distribution Procedures treat U.K. asbestos creditors
   unfairly.  The Plan Proponents disagree and assert that the
   Asbestos Personal Injury Trust Distribution Procedures treat
   U.K. all holders consistent with applicable tort system
   values.  

         Proposed Course of Action for the Administrators

   The Administrators intend to complete their due diligence as
   quickly as possible.  If, upon the completion of the due
   diligence, the concerns of the Administrators are not
   resolved, the Administrators will seek directions from the
   U.K. Court on whether it would be appropriate for them to
   propose Schemes of Arrangement and Voluntary Arrangement under
   the circumstances.  On the other hand, if the Administrators'
   concerns are resolved as a result of the due diligence, then
   the Administrators will work with the Plan Proponents with a
   view towards proposing Schemes of Arrangement and Voluntary
   Arrangements that parallel the Plan.

H. Voting Procedures and Requirements

   The holders of Claims against the U.K. debtors will vote on
   whether to appoint Joseph F. Rice or, in the alternative,
   Steven Kazan, to be the agent and proxy holder of the holders
   of Claims at the meetings of creditors or at any adjournment
   of those meetings to vote in favor of the Resolutions as any
   modifications with respect thereto that the agent and proxy
   holder deems appropriate.

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


FEDDERS: Weak First Quarter Results Prompt S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on air
treatment products manufacturer Fedders Corp. to negative from
stable. At the same time, Fedders' and Fedders North America
Inc.'s 'B' corporate credit ratings, as well as Fedders North
America's 'CCC+' subordinated debt rating, were
affirmed.

The outlook revision follows Fedders' reporting of significantly
weaker-than-expected 2004 first-quarter operating results.
Standard & Poor's had expected the company's financial performance
to stabilize and expected credit measures and liquidity to remain
at December 2003 levels as a result of Fedders' past efforts to
restructure its business.

"Standard & Poor's is very concerned about the company's ability
to reverse these negative operating trends and strengthen its
financial profile in the near term," said Standard & Poor's credit
analyst Jean Stout.

Total debt outstanding at March 31, 2004, was about $234 million.

For analytical purposes, Standard & Poor's consolidates Fedders
North America with its sister companies and bases its ratings
conclusion on an operational and financial review of the parent
company, Fedders Corp.

The ratings on Fedders continue to reflect the company's
relatively narrow product offering, the substantial seasonality of
its businesses, high customer concentration, and its weak
financial profile. These factors are partially mitigated by the
company's strong market share in the highly competitive U.S.-based
room air conditioning industry.

Liberty Corner, New Jersey-based Fedders is a leading global
manufacturer of a wide variety of air-treatment products,
including air conditioners, air cleaners, humidifiers,
dehumidifiers, and thermal technology products. The company has
attained its leadership in this market through consolidation and
by supplying national mass merchandisers, an important channel for
the distribution of small appliances. However, the U.S.-based room
air conditioning industry is highly seasonal and characterized by
long-term modest volume growth as well as substantial and
unpredictable annual fluctuations in consumer demand due to
economic cycles and weather patterns.


FIRST UNION: Fitch Downgrades Ser. 1997-2 Class B Rating to CCC
---------------------------------------------------------------
Fitch Ratings has downgraded First Union Home Equity Loan (HEL)
issue series 1997-2 Class B to 'CCC' from 'BB-'.

The negative rating actions taken reflect the poor performance of
the underlying collateral in the transaction. The level of losses
incurred has been higher than expected and have resulted in the
depletion of overcollateralization (OC). As of the April 26
distribution date, there was $142,910.55 remaining in the OC
account. Realized losses for the month was $190,865.92, and excess
spread before losses was $65,936.97. The 12-month average monthly
loss is $104,837.5.



FLEMING COMPANIES: Selling Miscellaneous Assets
-----------------------------------------------
On behalf of the Fleming Companies, Inc. Debtors, Haleh Rahjoo,
Esq., at Kirkland & Ellis LLP in Los Angeles, California, gives
notice of the Debtors' intent to sell certain miscellaneous
assets:

       (1) Real property and contents located at 3010 Seventh
           Avenue in Altoona, Pennsylvania, to Lynn Warehousing
           II, LLC, for $1,150,000.  This realty was marketed
           nationally and locally for five months by Keen
           Consultants, and in the Debtors' sound business
           judgment, will generate the highest and best value for
           these estates;

       (2) Unimproved real properties in Louisiana and Wisconsin,
           and a vacant land in Kentucky to Earth Sense, a
           Kentucky corporation:

              Location                                   Price
              --------                                   -----
              1927 N. Market Street, Shreveport, LA    $55,000
              Bowen Street, Oshkosh, WI                  5,000
              U.S. Highway 60 Morganfield, KY           20,000

       (3) Real property located at Wake Avenue in Kinston, North
           Carolina, to Wayne D. Malone, an individual, for
           $4,000;

       (4) Real property located at 1501 S.E. 59th Street,
           Oklahoma City, Oklahoma, and incidental personal
           property to Raptor Properties, LLC, an Oklahoma
           company, for $2,400,000.  This sale was the result of
           national and local marketing for 13 months by WCM
           Investment Company;

       (5) Real property located at 911 North Waukesha, Bonifay,
           Florida, to Mike Howell, an individual, for $45,000;

       (6) Real property located at 1700 South Laemle Avenue,
           Marshfield, Wisconsin, to Hub City Warehouse, LLC, a
           Wisconsin company, for $2,000,000;

       (7) Arizona retailer liquor license to Wal-Mart Stores,
           Inc., for $483,500.  Wal-Mart has put up a $48,350
           deposit pending closing;

       (8) New Mexico Liquor License to H. Hil Davidson, an
           individual, for $270,000.  Mr. Davidson has put up a
           $50,000 deposit to be held in escrow pending the
           closing of this sale; and

       (9) 55 units of rolling stock used by Core-Mark
           International, Inc., and Head Distributing Company at
           their Adel, Georgia, and Atlanta, Georgia,
           distribution facilities.  The assets include:

           * 42 Bobtail straight trucks;
           * 3 tractor trailers; and
           * 9 trailers.

           The assets will be sold to:

              Location                                   Price
              --------                                   -----
              Pena Truck Sales                     $140,500.00
              Milton Salvage, Inc.                  142,190.63
              MTB Management, Inc.                   20,400.00

                  Miscellaneous Sale Objections

(1) Don and Frances Hersman

Don and Frances Hersman tells the Court that in October 2003,
they submitted a bid for the property located 911 North Waukesha,
Bonifay, Florida, taking pains to follow the Debtors' stated bid
procedures.  The Hersmans were initially told that they were the
only bidder, and therefore should have been declared the winner
and the sale submitted to them.  Instead, Mr. and Mrs. Hersman
report that they were told that the property had been "pulled
from the auction" and was being sold to Mr. Howell.  The Hersmans
are willing to pay $50,000 for the property.

(2) New Mexico Beverage Company, Inc., Southern Wine & Spirits,
    and National Distributing

Ian Connor Bifferato, Esq., at Bifferato Bifferato & Gentilotti
in Wilmington, Delaware, tells the Court that New Mexico Beverage
Company, Southern Wine and National Distributing are wholesalers
of alcoholic beverages which hold valid liens against the license
being sold.  This lien further is entitled to superpriority.  
Under New Mexico law, the Objectors are entitled to payment in
full of all amounts owing in connection with their Wholesalers'
Lien, together with interest and attorney's fees.  Any transfer
of this license must also be approved by the Alcohol and Gaming
Division of the State of New Mexico -- approval that will not be
forthcoming absent payment to the Wholesalers.

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)


FLINTKOTE COMPANY: US Trustee Meeting with Creditors on June 9
--------------------------------------------------------------
The United States Trustee will convene a meeting of The Flintkote
Company's creditors at 10:00 a.m., on June 9, 2004 in Room 5209 at
the J. Caleb Boggs Federal Building, 5th 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 Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company filed for chapter 11
protection on April 30, 2004 (Bankr. Del. Case No. 04-11300).  
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.
McLamb, Esq., at Pachulski, Stang, Ziehl, Young & Jones represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed both estimated debts
and assets of more than $100 million.


GCCFC: Fitch Assigns Low-B Ratings to 6 Series 2004-GG1 Classes
---------------------------------------------------------------
GCCFC's commercial mortgage pass-through certificates, series
2004-GG1, are rated by Fitch Ratings as follows:

               --$23,421,000 class A-1 'AAA';
               --$150,541,000 class A-2 'AAA';
               --$274,000,000 class A-3 'AAA';
               --$296,000,000 class A-4 'AAA';
               --$381,830,000 class A-5 'AAA';
               --$100,000,000 class A-6 'AAA';
               --$1,005,555,000 class A-7 'AAA';
               --$2,460,098,000 class XP* 'AAA';
               --$2,602,155,095 class XC* 'AAA';
               --$61,802,000 class B 'AA';
               --$26,021,000 class C 'AA-';
               --$52,043,000 class D 'A';
               --$32,527,000 class E 'A-';
               --$32,527,000 class F 'BBB+';
               --$26,022,000 class G 'BBB';
               --$39,032,000 class H 'BBB-';
               --$6,505,000 class J 'BB+';
               --$13,011,000 class K 'BB';
               --$13,011,000 class L 'BB-';
               --$9,758,000 class M 'B+';
               --$9,758,000 class N 'B';
               --$6,506,000 class O 'B-';
               --$42,285,095 class P 'NR';
               --$10,500,000 class OEA-B1 'BBB-';
               --$14,500,000 class OEA-B2 'BBB-'.
               * Interest-only.

Class P is not rated by Fitch. Classes A-1, A-2, A-3, A-4, A-5, A-
6, A-7, B, C, D, and E are publicly offered, while classes F, G,
H, J, K, L, M, N, O, P, XP, XC, OEA-B1, and OEA-B2 are privately
placed pursuant to rule 144A of the Securities Act of 1933. With
the exception of the OEA-B certificates, which represent an
interest in a subordinate note secured by the 111 Eighth Avenue
property, the certificates represent beneficial ownership interest
in the trust, primary assets of which are 125 fixed-rate loans
having an aggregate principal balance of approximately
$2,602,155,095, as of the cutoff date.


HARKEN ENERGY: Reports Improved First Quarter 2004 Results
----------------------------------------------------------
Harken Energy Corporation (Amex: HEC) reported financial results
for the three months ended March 31, 2004.

As summarized below, Harken's Working Capital has improved almost
30% since year-end 2003 to approximately $10 million at March 31,
2004. Harken reduced its debt during the three months ended
March 31, 2004 and ended the period with almost $10 million in
cash and approximately $5 million in cash net of debt. Harken's
balance sheet ratios, as compared to the 2003 March quarter and
year-end 2003, have continued to strengthen as shown below:

                       March 31,         December 31,      March 31,
                                2003               2003             2004
                            (unaudited)         (audited)       (unaudited)
    Current ratio (A)         0.39 to 1          1.88 to 1        2.86 to 1
    Total debt to equity      2.18 to 1          0.14 to 1        0.08 to 1
    Working capital /
     (deficit) (B)        $ (19,036,000)    $    7,887,000    $  10,449,000
    Cash                  $   6,327,000     $   12,173,000    $   9,886,000
    Total debt            $  44,919,000     $    7,360,000    $   5,000,000
    Total cash less debt  $ (38,592,000)    $    4,813,000    $   4,886,000
    Stockholders' equity  $  20,626,000     $   52,761,000    $  59,622,000

    (A)  Current ratio is calculated as current assets divided by
         current liabilities
    (B)  Working capital / (deficit) in the difference between      
         current assets and current liabilities

In the first three months of 2004, Harken generated $3.2 million
in Operating Margin (non-GAAP; see reconciliation below), a 27%
increase over the comparable period in 2003, due largely to 37%
decrease in general and administrative expenses as compared to the
prior year period. In the first quarter of 2004, Harken
experienced considerable success in the domestic drilling program.
Initial production from the drilling program was mitigated by
offsetting factors as follows:

     *  The decrease in North American oil and gas volumes and
        revenues primarily related to the Thomas Cenac well which
        did not produce in the first three months of 2004

     *  The sale of the majority of the oil and gas properties
        located in the Panhandle region of Texas in December 2003

     *  The 18% decline in natural gas prices compared to prior
        year period.

Harken's Middle America oil volumes and revenues increased 33% and
37%, respectively, in the first three months of 2004 compared to
the prior year period due to increased crude oil production
primarily from the Cajaro #1 well drilled in 2003. During the
first quarter of 2004, Global averaged approximately 1300 gross
barrels of oil produced per day.

In April 2004, Global Energy Development PLC, which is 85% owned
by Harken, perforated and tested a new zone, the Massive Ubaque,
in its Estero 4 well in Global's Palo Blanco development area in
Colombia. The Massive Ubaque zone, which according to third party
log analysis contains at least 14 feet of producible hydrocarbon
thickness, tested at a maximum rate of 960 gross barrels of oil
per day. Production and sales of oil from this well began in May
2004.

Harken's net results benefited from a dramatic decrease in
interest expense due primarily to significantly lower debt levels
in the first quarter of 2004 compared to the prior period. Harken
also recorded a realized gain of almost $1 million associated with
the February 2004 sale of all of its 1.2 million ordinary share
equity investment in New Opportunities Investment Trust PLC. In
addition, Harken repaid in cash, at an 18% discount, certain of
its debt in January 2004 and recorded a gain on debt
extinguishment of approximately $325,000.

In the first quarter of 2004, Harken paid the Series G1 and Series
G2 preferred stock dividend liability of $3.1 million, accrued at
December 31, 2003, with a total of 372,000 shares of Harken common
stock. This payment resulted in a $2.7 million increase to Net
Income Attributed to Common Stock. For further discussion of the
accounting treatment for payment of Series G1 and G2 Preferred
stock dividends, see Harken's March 31, 2004 Form 10-Q filed on
May 14, 2004.

Alan G. Quasha, Harken's Chairman, stated, "In 2003 Harken was
able to complete both a financial and operational restructuring.
The financial restructuring, which was already evident by year end
2003, is even more apparent today. The operational restructuring
has become evident in our first quarter numbers. Thus, in the
first quarter of 2004, the 37% decrease in general and
administrative expenses allowed the company to increase its
operating margin 27% to $3.2 million despite a 5% decline in
revenues, as compared with the first quarter in 2003. Structurally
our lower overhead costs should allow us to continue to have
positive operating margins in future quarters. In 2004, our main
objectives are to increase our operating margin and oil and gas
reserves, and we took important steps forward in the first quarter
2004 as we were successful in all of our drilling efforts. Thus,
despite the sale of non-core properties last year, and assuming
current market conditions continue for the rest of the year, we
are confident that our drilling efforts should allow us to report
higher revenues and operating margin this year as compared with
2003."

                          *   *   *

As reported in Troubled Company Reporter's December 17, 2003
edition, Harken Energy Corporation (Amex: HEC) sold the majority
of its oil and gas properties located in the Panhandle region of
Texas.  The purchasers agreed to pay approximately $7 Million in
cash for the Panhandle assets.

Harken repaid all outstanding bank debt, approximately $4 Million,
with a portion of the Panhandle asset sales proceeds.

In another previous report, Harken Energy Corporation retained
Petrie Parkman & Co., Inc., to evaluate its domestic oil and gas
assets and to make recommendations to maximize their value.
Harken's domestic assets currently consist of its productive
properties and prospects along the Gulf Coast of Texas and
Louisiana, as well as the Panhandle region of Texas.

Harken's management spent the last few months actively
restructuring the liability side of its balance sheet and
examining and taking action on its cost structure. While Harken is
still burdened with significant long-term debt, the Company has
effectively dealt with most of its short-term debt without causing
excessive dilution.


HEALTHSOUTH: Noteholders Agree to Amend 8.500% Sr. Indenture
------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that a
majority in principal amount of the holders of its 8.500% Senior
Notes due 2008 have delivered a sufficient number of consents to
approve proposed amendments to, and waivers under, the indenture
governing such notes. HealthSouth has delivered evidence of its
receipt of the requisite consents to the trustee which has made
the consents irrevocable.

HealthSouth stated that it believes this represents another step
forward in its plan to strengthen the Company's balance sheet and
put in place a sound capital structure as it moves forward.
HealthSouth thanks all of the noteholders who have consented and
is hopeful that it will be able to promptly complete additional
consent solicitations for the remaining series of Senior Notes and
Senior Subordinated Notes.

HealthSouth said that it is encouraged by the significant positive
response that it has received on its consent solicitations. The
Company believes that, as demonstrated by the success of the
8.500% consent solicitation, the market is validating its offer as
commercially reasonable.

HealthSouth emphasized that if the conditions to a consent
solicitation are satisfied, any noteholders who do not deliver
valid consents prior to the expiration date of such consent
solicitation will not receive a consent fee. The consent
solicitations are currently scheduled to expire at 11:59 p.m., New
York City time on May 13, 2004.

              Terms of Consent Solicitations

The Company has agreed to pay $13.75 per $1,000 principal amount
to holders of its 6.875% Senior Notes due 2005, 7.375% Senior
Notes due 2006, 7.000% Senior Notes due 2008, 8.500% Senior Notes
due 2008 (which have now been accepted), 8.375% Senior Notes due
2011, 7.625% Senior Notes due 2012 and 10.750% Senior Subordinated
Notes due 2008 who deliver valid and unrevoked consents prior to
the expiration of the consent solicitations if the conditions to
their consent solicitation are satisfied or waived. This news
release is not a solicitation of consents with respect to any
securities. The consent solicitations are being made only pursuant
to the terms and conditions of the consent solicitation statements
relating to each series of Notes and the accompanying documents.
These documents can be obtained from Innisfree M&A Incorporated,
the information agent, at 212-750-5833 (Banks and Brokers Call
Collect) or 888-750-5834 (Noteholders Call Toll-Free). Questions
regarding the solicitations should be directed to Credit Suisse
First Boston, the solicitation agent, at 800-820-1653.

                    About HealthSouth

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

                      *   *   *

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

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

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

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


IMAX CORPORATION: Discloses Recent Management Stock Purchases
-------------------------------------------------------------
IMAX Corporation (Nasdaq: IMAX; TSX: IMX) announced that it filed
insider trading reports with the U.S. Securities and Exchange
Commission confirming the recent stock purchases of Company
directors and officers. Eleven officers and directors of the
Company purchased more than 250,000 shares of IMAX's common stock
on the open market at an aggregate value of approximately $1
million between May 10, 2004 and May 12, 2004.  Included in the
purchases was a total of approximately 225,000 shares bought by
IMAX's co-Chief Executive Officers and co-Chairmen Richard L.
Gelfond and Bradley J. Wechsler, and Company Director Marc Utay.
All of the purchases were for investment purposes.
    
                About IMAX Corporation

Founded in 1967, IMAX Corporation (S&P, B- Corporate Credit
Rating, Stable) is one of the world's leading entertainment
technology companies.  IMAX's businesses include the creation and
delivery of the world's best cinematic presentations using
proprietary IMAX and IMAX(R) 3D technology, and the development of
the highest quality digital production and presentation.  IMAX has
developed revolutionary technology called IMAX DMR(R) (Digital Re-
mastering) that makes it possible for virtually any 35mm film to
be transformed into the unparalleled image and sound quality of
The IMAX Experience(R).  The IMAX brand is recognized throughout
the world for extraordinary and immersive family entertainment
experiences. As of March 31, 2004, there were more than 235
IMAX(R) theatres operating in 34 countries. More information on
the Company can be found at http://www.imax.com/


INTEGRATED BUSINESS: Shareholder Deficit Tops $3.4MM at March 31
----------------------------------------------------------------
Integrated Business Systems and Services, Inc. (OTCBB:IBSS)
announced its financial results for the three month period ended
March 31, 2004.

Revenue for the current year's quarter declined modestly to
$765,680 from $800,215 reported for the comparable three month
period in 2003. The cost of revenues for the current year's
quarter increased by $19,699, or 8%, compared to the comparable
2003 quarter, due primarily to the addition of billable resources.
Also, operating expenses increased by $126,740, or 8%, in the 2004
first quarter, as compared to last year's first quarter, due to
increases in sales and marketing expense and research and
development costs. As a result, our loss from operations increased
by 69% from a $159,577 loss in the first quarter of 2003 to a
$269,687 loss in the first quarter of 2004. However, net losses
for the three months ended March 31, 2004 decreased, dropping 17%
to $322,201, or $.01 loss per basic and diluted share, from net
losses of $388,288, or $.02 loss per basic and diluted share,
posted for the same period in the prior year. This decrease was
due primarily to the reduction in interest expense resulting from
our debt restructuring beginning in the fourth quarter of 2003.

At March 31, 2004, Integrated Business Systems and Services,
Inc.'s balance sheet shows a shareholders' deficit of $3,388,039
compared to a $3,399,335 deficit at December 31, 2003.

George Mendenhall, CEO of IBSS, stated, "Our mission to emerge as
the recognized 'vendor of choice' for wireless mobile computing
and RFID solutions remains highly focused. In the first quarter,
IBSS concentrated its efforts on introducing our unique Synapse
methodology to numerous strategic organizations. These early
adopters are actively seeking relationships and RFID systems and
wireless platforms on which to advance operational efficiencies
and performance. By permitting these companies to quickly and
economically prototype, test drive and validate IBSS' proposed
solutions, via the use of the Synapse methodology it is our belief
that IBSS will be rewarded with significant deployments in the
future."

"IBSS is actively investing in growth reflected by the expansion
of our managerial, sales, marketing, research and development and
support teams. With many of our key customers, including Prospect
Airport, Midnight Auto and others, anticipating and planning
national deployments of our Synapse platform, IBSS is positioned
to respond immediately. The remainder of 2004 looks to be a very
exciting period for IBSS, particularly in light of prevailing
industry trends that indicate a growing demand for our level of
expertise, our technology and our ability to deliver," concluded
Mendenhall.

                      About IBSS

IBSS is the creator of Synapse(TM), a ground-breaking new software
technology. Synapse is a complete framework and methodology used
to create, implement and manage a wide variety of dynamic,
distributed, networked, and real-time enterprise applications,
quickly and efficiently. Global enterprises utilizing Synapse
leverage the power of its single, flexible framework to enjoy
tremendous time and cost advantages (as much as 60%), in the
development, deployment and on-going management of customized
applications.

IBSS is headquartered in Columbia, South Carolina. For more
information about IBSS and its Synapse technologies and services,
call 803-736-5595 or 800-553-1038, or visit http://www.ibss.net/  

         
J.P. MORGAN: S&P Downgrades 2001-C1 Classes L, M & N Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
L, M, and N of J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s commercial mortgage pass-through certificates series 2001-
C1. At the same time, all other outstanding ratings from this
transaction are affirmed.

The lowered ratings reflect anticipated losses associated with the
specially serviced loans. The affirmed ratings reflect credit
support levels that adequately support the ratings under various
stress scenarios.

As of April 2004, the trust collateral consisted of 168 commercial
mortgages with an outstanding balance of $1.040 billion, down
2.91% from issuance. There have been no principal losses to date.
The master servicer, Midland Loan Services Inc. (Midland),
reported full-year 2003 net cash flow (NCF) debt service coverage
ratios (DSCRs) for 83.1% of the pool and full year 2002 NCF DSCRs
for 98.02% of the pool. Two small loans (0.58% of the pool) have
been fully defeased. Excluding the defeased loans, Standard &
Poor's calculated the current weighted average DSCR for the pool
to be 1.33x for the 2003 data and 1.43x for the 2002 data, a
decline from 1.52x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 32.74% of pool, has declined to 1.36x, compared to 1.83x
at issuance. The decline has been driven by the two largest loans
in the pool. The largest loan in the pool, Newport Centre,
experienced a marked decline in DSCR due to the expiration of the
loan's interest-only period coupled with a significant increase in
real estate taxes due to the expiration of the property's tax
abatement. The second largest loan, West Coast Grand on 5th Ave.,
a lodging property in Seattle, Wash., reported a NCF DSCR of 0.95x
for 2003. It is the only top 10 loan reporting a DSCR below 1.0x
and appears on the servicer's watchlist.
    
The largest loan in the pool, Newport Centre, has a total current
balance of $159,072,945, consisting of a senior component with a
balance of $119,707,945 (11.96% of the pool) and a subordinate
component represented by class NC-1 with a principal balance of
$32,658,000 and class NC-2 with a balance of $6,707,000. The
holders of the subordinate component, represented by the class NC
certificates, are only entitled to distributions of interest after
all accrued and unpaid interest on the senior component has been
paid and distributions of principal after the principal balance of
the senior component has been reduced to zero, and only then with
respect to payments received on the Newport Centre loan. The loan
is secured by portions of a 919,428-sq.-ft. three-level regional
mall anchored by Sears, Macy's, and J.C. Penney. The property was
built in 1987 and is located in Jersey City, New Jersey, directly
across the Hudson River from lower Manhattan. The collateral for
the loan consists of 386,587 sq. ft. of in-line space including an
11-screen Loews Cineplex movie theater, a two-story parking
garage, and the fee interest in the ground under the Sears store.
The mall is part of a 600-acre, $10 billion development of
the same name, which includes office, lodging (Courtyard by
Marriott), and multifamily components. Affiliates of Melvin Simon
Associates and LeFrak Associates own the mall. The Simon Property
Group Inc. (BBB+/Stable) developed and manages the mall. The
LeFrak Organization is the developer of the mixed-use complex.

Standard & Poor's recently visited the mall and had discussions
with the mall manager as to the current performance of the
property, which has seen a slight decline in operating
performance. The manager noted that in-line sales for 2003 were
approximately $495 per sq. ft. (down from $550 in 2000). The
manager attributed this to the downturn in economic activity
for the region due to the difficulties in New York City's
financial sector. However, the manager noted a recent improvement
in traffic to the property as the regional economy has begun to
improve. As such, the manager forecasted 2004 in-line sales to be
in the range of $500 to $510 per sq. ft. and noted significant
capital improvement plans for 2004-2005 in order to upgrade the
mall's appearance such as replacing the floor and upgrading the
balustrades, lighting, graphics and general common areas. The
majority of the escalators were replaced last year along with
major improvements to the Center Court and the complete repainting
of all interior mall areas. In addition, the manager expects the
mall to benefit from the developer's plans to add 5,000 luxury
multifamily units to the development in the future. The mall is
currently 98% occupied. It has a local captive audience and
depends upon Jersey City and environs on the west side of the
Hudson for sales and traffic. After a review of the mall's 2003
results, credit characteristics for the Newport Centre loan
remain investment grade.

At present, there are six loans with the special servicer,
Midland, with a current combined balance of $37.85 million
(3.64%). Five of the six are multifamily properties and one is a
medical office building. All are delinquent, and three are REO
(real estate owned). There are no other delinquencies in the pool.
Three of the largest loans are discussed below:

     -- The Salado at Walnut Creek Apartments, the eleventh-
        largest loan in the pool and largest specially serviced
        loan, is REO and has a current balance of $12.77 million
        (1.23%) and a total exposure of $13.34 million ($46,002
        per unit total exposure). The loan is secured by a 290-
        unit multifamily property built in 1984 located in Austin,
        Texas. The loan defaulted after experiencing occupancy
        problems due to road construction directly in front of the      
        property's main entrance. Occupancy has now improved to
        93%. An appraisal reduction amount has been taken based on
        a June 2003 appraisal, which valued the property at $11.4
        million. The most recent reported DSCR as of year-end 2003
        is 0.80x. Midland has just taken title to the property and
        plans to sell it after completion of the road construction
        sometime in mid-to-late summer.

     -- The second-largest loan in special servicing, the Falls at
        Quail Lake, is REO and has a current balance of $10.462
        million (1.01%) and a total exposure of $10.93 million
        ($70,058 per unit). It is secured by a 156-unit
        multifamily property built in 1972 and located in Colorado
        Springs, Colorado. Occupancy has fallen from 94% at
        issuance to 86% as of April 30, 2004. Midland has a new
        manager in place and expects to list the property for sale
        shortly as the redemption period for Colorado has almost
        expired. A loss is expected upon disposition; however,
        there has been interest expressed in the property.

     -- The third-largest loan in special servicing, Woods Edge
        Apartments, is REO and has a current balance of $8.975
        million (0.86%) and a total exposure of $9.74 million
        ($67,529 per unit). It is secured by a 144-unit
        multifamily property built in 2001 located in Painted
        Post, New York. Painted Post is near the Corning and
        Elmira area of New York State. Occupancy at the property
        fell severely to 58% as the main employer in the area,
        Corning, Inc., downsized its telecom and fiber optic
        businesses. While occupancy has improved slightly this
        year to 63%, last reported DSCR for year-end 2003 was
        0.46x. An appraisal dated March 4, 2003 valued the
        property at $6.8 million. A significant loss is expected
        upon disposition.

The current servicer's watchlist includes 20 loans totaling $122.5
million, or 11.78%. The largest loan on the watchlist, West Coast
Grand on 5th Ave., for $34.77 million (3.34%), is the second-
largest loan in the pool. It is secured by a 297-room full-service
hotel located in Seattle and appears on the watchlist due to its
low NCF DSCR of 0.95x. The property has suffered from the poor
climate for lodging, but occupancy for February 2004 is 21% higher
than the same period last year (55% vs. 76%). Results should
improve going forward for this property. A top 10 multifamily loan
also appears on the watchlist due to a low DSCR of 1.09x. The
average loan balance on the watchlist is $6.12 million.

The pool has large geographic concentrations in New Jersey
(22.23%), California (12.95%), Texas (8.8%), and New York (5.3%).
Significant collateral type concentrations include retail (41.3%),
multifamily (31.2%), and office (10.2%). Lodging exposure is
limited to three loans, or 4.66% of the pool.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans. The expected losses and resultant credit levels adequately
support the current rating actions.
   
                           Ratings Lowered
   
         J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-thru certs series 2001-C1
   
                    Rating
         Class   To         From   Credit Enhancement (%)
         L       B         B+                       2.96
         M       B-        B                        2.45
         N       CCC+      B-                       1.93
    
                           Ratings Affirmed
   
         J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-thru certs series 2001-C1
   
         Class   Rating   Credit Enhancement (%)
         A-1     AAA                      22.02
         A-2     AAA                      22.02
         A-3     AAA                      22.02
         B       AA                       17.25
         C       AA-                      15.06
         D       A                        12.87
         E       A-                       11.59
         F       BBB                       9.01
         G       BBB-                      7.72
         H       BB+                       5.54
         J       BB                        4.63
         K       BB-                       3.99
         X-1     AAA                       N.A.
         X-2     AAA                       N.A.
         NC-1    A                         N.A.
         NC-2    A-                        N.A.


KAISER: Alumina Amends Request for Plan Deadline to May 31
----------------------------------------------------------
Because of scheduling issues unrelated to the case, Judge
Fitzgerald adjourned the hearing to May 18, 2004 to consider the
Debtors' request to extend the Exclusive Plan Filing Period for
Kaiser Alumina Australia Corporation, Alpart Jamaica, Inc., and
Kaiser Jamaica Corporation.  

In this light, Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, reminds the Court that the
postponement of the hearing to May is beyond the requested
extension. The Alumina Debtors sought to extend their Exclusive
Plan Filing Period to April 30, 2004.

Accordingly, to prevent the expiration of the Exclusive Filing
period based on the continuance of the Hearing, the Debtors amend
their request.  The Debtors ask the Court to extend the Alumina
Debtors' Exclusive Plan Filing Period to May 31, 2004 and their
Exclusive Solicitation Period to July 31, 2004.

The Official Committee of Unsecured Creditors supports the
Amended Request.  The Official Committee of Asbestos Claimants
and Martin J. Murphy, the legal representative of future asbestos
claimants do not oppose the proposed extensions.

By application of Rule 9006-2 of the Local Rules of Bankruptcy
Practice and Procedures of the U.S. Bankruptcy Court for the
District of Delaware, the Alumina Debtors' Exclusive Filing
Period is automatically extended through the conclusion of the
May 18 Hearing.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
42; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


MIRANT CORP: Has Exclusive Right to File Plan Until Year-End Only
-----------------------------------------------------------------
Judge Lynn extends the Mirant Corp. Debtors' exclusive period to
file a plan through December 31, 2004 and their exclusive period
to solicit plan acceptances until February 28, 2005.

As reported in the Trouble Company Reporter April 20, 2004
edition, Michelle C. Campbell, Esq., at White & Case LLP, in
Miami, Florida, told the Court that since the Petition Date,
Mirant Corp. and its debtor-affiliates have made significant
progress in their Chapter 11 cases.  Various strategic
initiatives, like the operational performance initiative
formulated with the assistance of McKinsey & Company, have been
launched.  A quantitative business plan was just completed and is
in the process of being presented to the Committees for their
comments.  Various key "gating items" are being diligently
pursued.

With these activities, the Debtors "are simply not in a position,
at this time, to formulate a plan of reorganization (or 83 plans
of reorganization), let alone draft a plan (or 83 plans) along
with accompanying disclosure statements, and circulate the plan
or plans to solicit acceptances," Ms. Campbell stated.

Accordingly, the Debtors sought the Court's approval to extend the
existing exclusive period to propose a plan to January 31, 2005
and solicit plan acceptances to April 1, 2005, pursuant to Section
1121(d) of the Bankruptcy Code.

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)


MIRAVANT: Stockholders' Deficit Widens to $8.4MM at March 31, 2004
------------------------------------------------------------------
Miravant Medical Technologies (OTCBB: MRVT), a pharmaceutical
development Company specializing in PhotoPoint photodynamic
therapy (PDT), announced consolidated financial results for the
first quarter ended March 31, 2004. The net loss for the quarter
was $5.5 million or $(0.20) per share, compared to a net loss of
$3.4 million or $(0.14) per share for the same period in 2003.

The Company had cash of $1.2 million at March 31, 2004. Subsequent
to the end of the quarter, on April 23, 2004, the Company
completed a $10,269,000 private placement of 4,564,000 shares of
common stock with a group of institutional investors, with full
proceeds to the Company.

Gary S. Kledzik, Ph.D. stated, "Miravant completed a landmark
event during the first quarter, submitting a New Drug Application
(NDA) for marketing approval of our proprietary drug SnET2. We
believe this drug has the potential to be a valuable first-line
therapy for patients with the wet form of age-related macular
degeneration (AMD), a major health problem in the elderly
population."

The Company submitted the NDA to the U.S. Food and Drug
Administration (FDA) on March 31, 2004. SnET2 is a light-activated
drug used to treat abnormal blood vessels that develop beneath the
retina at the back of the eye, a complication of AMD that can lead
to severe loss of central vision. Customarily, the FDA makes a
determination to accept or refuse to file the NDA within 60 days
of submission, and, if accepted, will designate its review status.
In April 2004, SnET2 clinical investigators presented safety and
efficacy results at the Association for Research in Vision and
Ophthalmology (ARVO) meeting, Ft. Lauderdale FL. In two
independent phase III clinical trials of patients with wet AMD,
SnET2 demonstrated a visual acuity benefit and slowed the
progression of problematic vascular lesions in the per protocol
study population, the basis of the NDA submission.

Also in March, scientific results of the Company's cardiovascular
program were presented at the American College of Cardiology
(ACC), New Orleans LA. The development program focuses on the
treatment of life-threatening coronary artery diseases, including
atherosclerosis and atherosclerotic vulnerable plaque. In a series
of preclinical studies conducted in atherosclerosis models,
PhotoPoint PDT has been demonstrated to remove problematic
inflammatory cells in atherosclerotic plaque, reduce plaque volume
and induce healing and repair of vessel walls.

At March 31, 2004, Miravant Medical Technologies' balance sheet
shows a stockholders' deficit of $8,389,000 compared to a deficit
of $7,027,000 at December 31, 2003.

                     About Miravant

Miravant Medical Technologies specializes in pharmaceuticals and
devices for photoselective medicine, developing its proprietary
PhotoPoint photodynamic therapy (PDT) for large potential markets
in ophthalmology, dermatology, cardiovascular disease and
oncology. PhotoPoint PDT uses photoreactive (light-activated)
drugs to selectively target diseased cells and blood vessels. The
Company has submitted an NDA for the drug SnET2 for the treatment
of patients with wet AMD. Miravant's cardiovascular program
focuses on life-threatening diseases, with PhotoPoint MV0633 in
advanced preclinical testing for atherosclerosis, atherosclerotic
vulnerable plaque and restenosis.


NAVISTAR INTL: S&P Affirms BB- Corporate & Senior Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and its senior unsecured, and subordinated debt
ratings on Warrenville, Illinois-based Navistar International
Corp. The outlook remains stable.

"The affirmation follows announcements from Navistar regarding
various financing transactions," said Standard & Poor's credit
analyst Eric Ballantine.

Navistar intends to redeem its $250 million 8% senior subordinated
notes due 2008 and refinance them with new $250 million senior
unsecured notes due 2011. As a result, Standard & Poor's assigned
its 'BB-' rating to the company's proposed $250 million senior
notes due 2011. As part of the company's plan to refinance its 8%
senior subordinated notes, Navistar will seek to obtain certain
amendments from existing bondholders of its $400 million 9 3/8%
senior notes due in 2006 to permit the refinancing and to amend
certain other existing covenants. The company plans to close on
the transaction by early June 2004.

In addition to the refinancing, Navistar announced that the
company plans to assume the $220 million 4.75% convertible
subordinated debt due in 2009 from Navistar Financial Corp. (NFC),
its finance subsidiary, and receive approximately $170 million in
cash from the finance subsidiary for assumption of the debt.
Navistar previously received $50 million from its finance
subsidiary as compensation for providing the shares in the event
the bonds convert. This transaction is not expected to have a
ratings impact and the 4.75% convertible notes will remain rated
'B' following assumption by Navistar.

Navistar is the world's leading supplier of mid-range diesel
engines. Some production is used internally for medium-duty Class
6 and Class 7 trucks, but more than 80% of production is sold to
third-party vehicle manufacturers, primarily Ford Motor Co. (BBB-
/Stable/A-3).

We expect Navistar's earnings and cash flow to gradually improve
as market conditions rebound. We expect free cash flow in fiscal
2004 to be relatively modest in the $100 million area.


NUTRA MED INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nutra Med, Inc.
        665 East Lincoln Avenue
        Rahway, New Jersey 07065

Bankruptcy Case No.: 04-26406

Type of Business: The Debtor is a pharmaceutical manufacturing
                  company that produces both branded and private
                  label products, and specializing in
                  Time-Release Formulations.

Chapter 11 Petition Date: May 12, 2004

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Gary L. Mason, Esq.
                  Klafter and Mason, LLC
                  Manalapan Corporate Plaza
                  195 Route 9 South, Suite 204
                  Manalapan, NJ 07726
                  Tel: 732-358-2028
                  Fax: 732-358-2029

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


PACER INT'L: S&P Affirms BB- Ratings & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Pacer
International Inc. to positive from stable. The 'BB-' corporate
credit and senior secured ratings on the freight transportation
and logistics provider were affirmed. At the same time, a recovery
rating of '2' was assigned to the company's credit facility,
indicating expectation of a substantial recovery of principal
(80%-100%) in the event of a default.

"The outlook revision reflects Pacer's improving financial profile
and the potential for an upgrade if management remains committed
to using free cash flow to reduce debt," said Standard & Poor's
credit analyst Lisa Jenkins. Concord, California-based Pacer,
which provides intermodal and logistics services, has about $445
million of debt (including off-balance-sheet leases).

Ratings reflect Pacer's high (albeit declining) debt leverage and
exposure to cyclical pressures (especially in its logistics
business), partially offset by a solid niche position in the
freight transportation and logistics industry and a somewhat
variable cost structure. Pacer's operations are centered around
two key business areas: the wholesale intermodal business (68% of
2003 net revenues; 32.8% EBITDA margin) and the retail logistics
business (32% of 2003 net revenues; 14.2% EBITDA margin). Pacer's
intermodal business transports cargo containers stacked two high
on specially designed railcars. Its logistics services include
intermodal marketing, truck transportation brokerage, freight
forwarding, freight consolidation and handling, and supply chain
management services. Contractual arrangements that result in a
fair amount of stability in operating results benefit the
company's intermodal operations. Pacer's increased emphasis on
logistics services over the past few years, however, has increased
its exposure to competitive and cyclical pressures. To mitigate
cyclical pressures, Pacer relies on contracts and operating
arrangements with railroads, independent trucking operators, and
leasing companies. A significant portion of its equipment leases
allow for cancellation within three months or less. While its
reliance on leased equipment and contracts for the use of others'
facilities reduces Pacer's capital spending requirements, it also
makes Pacer more vulnerable to equipment shortages and service
disruptions by its partners.

The outlook is positive. Ratings could be raised if Pacer
continues to generate solid free cash flow and uses it to reduce
debt while maintaining a disciplined approach to acquisitions and
investments.


PALLET DEPOT INC: Case Summary & 63 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pallet Depot, Inc.
        13875 Mount McClellan
        Reno, Nevada 89506

Bankruptcy Case No.: 04-51472

Chapter 11 Petition Date: May 13, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Marc Picker, Esq.
                  Marc Picker, Esq. Ltd.
                  P.O. Box 3344
                  Reno, NV 89505
                  Tel: 775-324-4533

Total Assets: $0

Total Debts:  $3,909,120

Debtor's 63 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
State Fund Ins.                            $250,000

STA International                          $219,324

Internal Revenue Service                   $150,000

Chep USA                                    $80,000

Continental Pacific                         $60,000

CSK Auto                                    $50,000

Bank of America                             $47,000

INT Staffing                                $45,000

Vanwood Forest Products                     $35,971

Pallet Enterprize                           $35,000

Metollus Forest Products                    $33,000

Kanwood Ltd.                                $32,963

REM                                         $26,734

Walgreens                                   $25,136

State of Nevada Employment                  $25,000

Anheuser-Busch, Inc.                        $22,936

Remington Lumber                            $19,303

Crown Pallet Co.                            $17,135

Tolo Forest Products                        $16,661

Con Cannon Lumber                           $16,185

Low Grade Lumber                            $16,000

CA Dept. of Industrial Relations            $15,000

Division of Labor                           $15,000

Wright Express                              $15,000

Burns Lumber Co.                            $15,000

Bank of America                             $12,000

Texaco Fleet Mgmt.                          $12,000

Golden Eagle Ins.                            $8,423

Hunt & Sons, Inc.                            $8,000

IFCO Systems                                 $8,000

Lumberman's Credit                           $7,744

Stanley Bostitch                             $7,000

Another Pallet Co.                           $6,375

Paul Stassinos, Esq.                         $6,000

Lynn Conley                                  $6,000

Tehama Tire                                  $6,000

Quality Lift Trucks                          $6,000

Santom Trucking                              $6,000

Hatmaker & Associates                        $6,000

Nixie Precision                              $5,365

Paul Stassiones                              $5,000

Simmons Eng. Saw                             $5,000

Jensen Fastners                              $5,000

Kenneth Freed                                $3,972

Livicks Repair                               $3,000

Federal Motor Carrier DD                     $2,900

B&B Surplus                                  $2,504

San Diego Pallet                             $2,500

Ace Cash Express                             $2,000

Shopshire Trucking Co.                       $1,956

Noble Saw Works                              $1,500

Sparks Sanitation                            $1,203

Riebies Auto Parts                           $1,000

Riebes Auto Sales                              $900

Hyster Sales Co.                               $817

Hyster Sales                                   $800

1-A Supply Business                            $625

Gutierrez Tire Co.                             $536

Splash Bottle Water                            $504

Auaya Communications                           $500

Bob Kisling Auto                               $406

Four Way Holly Forms                           $350

Wendel's Saw                                   $234


PETRO STOPPING: Records $28 Mil. Net Capital Deficit at March 31
----------------------------------------------------------------
Petro Stopping Centers, L.P. announced its operating results for
the first quarter ended March 31, 2004.

Revenue for the first quarter 2004 of $286.1 million was $15.4
million higher than the same period in 2003. The increase in
revenue was primarily driven by a 6.1% increase in fuel gallons
sold and improved non-fuel sales, partially offset by a 1.1%
decrease in the average retail selling price per fuel gallon. The
Net Loss for the quarter of $7.6 million was primarily due to the
loss on retirement of debt and other costs associated with our
February 9, 2004 refinancing transactions, as well as increased
interest expense. No provision for income taxes is reflected in
the Company's consolidated financial statements because of its
organization as a partnership.

At March 31, 2004, Petro Stopping Centers, L.P. reported a net
capital deficit of $28,239,000.

                      ABOUT PETRO

Petro Stopping Centers, L.P. is one of the leading travel plaza
operators in the U.S. The Company has a nationwide network of 37
company-operated and 23 franchised locations. The Company provides
high quality multi-service facilities, with most sites featuring
separate diesel and gasoline fueling facilities, Iron Skilletr
restaurants, travel & convenience stores, and Petro:Luber truck
maintenance and repair centers.


PETROLEUM GEO: Releases Unaudited Q1 Results Under Norwegian GAAP
-----------------------------------------------------------------
Petroleum Geo-Services ASA (OSE: PGS; OTC: PGEOY) announced its
unaudited first quarter 2004 results under Norwegian generally
accepted accounting principles (Norwegian GAAP).

This information, including 2003 financial information, is
unaudited and subject to adjustment following the completion of
the Norwegian GAAP audited financial statements for 2003 and the
U.S. GAAP audited financial statements for 2003 and 2002 and the
re-audit under U.S. GAAP for 2001. In addition, material
weaknesses in the Company's system of internal controls over
financial reporting that were previously disclosed have not been
eliminated. Based on progress to date to complete the Norwegian
GAAP audited financial statements for 2003, the Company is aware
that adjustments will be required to the preliminary, unaudited
2003 financial statements as released on March 16, 2004.

                        Q1 Highlights

     * We expect 2004 cash flow to be in line with business plan
       as previously announced - but with uncertainty

     * Previously disclosed 2004 business plan is below 2003
       business plan and actual 2003 performance

     * 2003 revenues where unusually front end loaded

     * Q1 revenues of $250.7 million, down $46.7 million compared
       to Q1 2003

     * Q1 Adjusted EBITDA $98.0 million, down $38.2 million from
       Q1 2003

     * Decline in revenues and Adjusted EBITDA largely driven by
       Marine Geophysical where higher contract revenues were
       offset by:

     * Lower multi-client late sales; Q1 2003 included a $18.1
       million sale of Brunei data which was reversed in Q2 2003

     * Shut down of the OBS 2C crew in late 2003 (contract
       revenues of $11.9 million included in Q1 2003 numbers)

     * Lower multi-client investments which reduce Adjusted EBITDA
       as less costs are capitalized

     * Cash balances increased $6 million in Q1 2004

     * Q1 Cash Flow Post Investment, as defined, of  $59.2
       million, down $27.8 million (32%) from Q1 2003

     * Q1 Capital expenditures $23.6 million, up $13.4 million
       from Q1 2003 due to Pertra drilling program and Marine
       Geophysical streamer replacement program

     * Marine Geophysical significantly increased the portion of
       streamer capacity used in the contract market, but with
       increased competition

     * Multi-client sales ahead of plan in all regions but Brazil
       where 6th licensing round delays led to lower than expected
       sales

     * Onshore continued positive development in operating      
       performance despite lower project activity

     * Production had stable performance for all vessels and
       reported Adjusted EBITDA in line with Q1 2003

     * Pertra production slightly higher than Q1 2003 at continued
       high oil prices

                     Financial Highlights

     * Arranged a $110 million working capital facility in March
       2004

     * Distributed second and final installment of excess cash of
       $22.7 million to former bondholders and bank debt holders
       in May 2004

     * Likely delay in completion of U.S. GAAP audits and re-audit
       beyond 30 June 2004

     * Intend to seek waivers for requirements to report U.S. GAAP
       financial statements under certain debt and lease
       agreements

                       Significant Qualifications

The Company, which emerged from Chapter 11 bankruptcy proceedings
in early November 2003, is continuing its efforts to have an audit
of the Company's 2002 financial statements and a re-audit of the
Company's 2001 financial statements completed under U.S. GAAP. The
Company is also continuing its efforts to prepare audited
financial statements for 2003 under both Norwegian GAAP and U.S.
GAAP and to address material weaknesses in the Company's system of
internal controls over financial reporting that were disclosed in
November 2003. At this time, these material weaknesses have not
been eliminated.

The Company does not expect to release operating results under
U.S. GAAP until these audits and re-audit are completed. As
previously disclosed, there can be no assurance as to whether or
when these audits and re-audit can be completed. However, the
Company believes it is unlikely that such audits and re-audit will
be completed by June 30, 2004. The Company will announce its
target date at the time it distributes its Norwegian GAAP
financial statements for 2003 to the shareholders in June.

As previously disclosed, if and when completed, the audits and re-
audit could result in restatements of the Company's previously
filed U.S. GAAP audited financial statements and restatements or
other adjustments to its 2002 unaudited annual financial
statements and 2002 and 2003 U.S. GAAP unaudited interim financial
statements. Those restatements and adjustments could be material,
although they are expected to be of a non-cash nature.

Furthermore, although the audits and re-audit are being conducted
under U.S. GAAP, there can be no assurance that the findings from
these audits and re-audit will not have an impact on Norwegian
GAAP 2002 and 2003 and first quarter 2004 historical financial
statements. Based on the progress to date to complete the audited
2003 financial statements under Norwegian GAAP, the Company is
aware that a number of adjustments will be required to the
preliminary, unaudited 2003 financial statements as released on
March 16, 2004. The Company believes that adjustments currently
known to be required with respect to the unaudited, preliminary
Norwegian GAAP 2003 financial statements would not materially
impact net income or total assets reported. Since the 2003 audit
is not complete, however, additional adjustments could be proposed
and such adjustments could be material. Furthermore, the Company
believes that it is unlikely that its auditors will be able to
issue an unqualified audit opinion on the 2003 financial
statements under Norwegian GAAP until the audits and re-audit
discussed above are completed.

Also, as earlier disclosed, until the audits and re-audit of
financial statements under U.S. GAAP are completed, the Company
will be unable to file with the Securities and Exchange Commission
an Annual Report on Form 20-F that contains audited financial
statements for three full fiscal years. For so long as this
condition exists, the Company will be precluded from, among other
things, listing its American Depositary Shares (ADSs) on a U.S.
national securities exchange or on the NASDAQ Stock Market. A
delay in listing of the Company's ADSs in the U.S. may have a
negative impact on their liquidity.

Further, certain of the Company's loan and lease agreements and
senior note indenture contain requirements to provide audited U.S.
GAAP financial statements by June 30 of each year and to provide
unaudited U.S. GAAP quarterly financial statements within a
specified period (typically 60 days) after the end of each of the
first three quarters. As described above, it is unlikely that the
Company will complete by the end of May unaudited U.S. GAAP
financial statements for the first quarter of 2004 or by the end
of June audited U.S. GAAP financial statements for 2003. As a
result, the Company intends to seek appropriate waivers and
amendments of such reporting requirements. However, there can be
no assurance that such waivers will be obtained. Classification of
debt in the accompanying unaudited, preliminary consolidated
balance sheets as of December 31, 2003 and March 31, 2004 has been
made assuming that either the audited U.S. GAAP financial
statements will be timely completed and delivered or that the
necessary waivers and amendments will be obtained. If PGS is
unable to obtain waivers from contractual commitments to make
available U.S. GAAP financial statements, PGS could become in
default under various debt and lease agreements, which eventually
could lead to action by creditors and other parties seeking
acceleration of repayment of various obligations. If such a
default were to occur, the Company might not be in a position to
pay the defaulted obligations.


QWEST COMMUNICATIONS: Opens Two Retail Stores in Omaha
------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced that
it has opened two company retail stores in Omaha. The move is part
of a region-wide retail expansion, which brings the total number
of new Qwest locations to 12. The company opened stores in Arizona
and Colorado earlier this year.

Qwest's first-of-its-kind retail concept focuses on a unique
service environment: the Qwest Solution Center(TM). This retail
setting makes Qwest the only communications provider to offer
personal, face-to-face assistance for a full spectrum of
communications choices all in one place.

At Qwest's two Omaha Solution Centers, customers can sample and
purchase products and talk to experts about Qwest wireless, high-
speed Internet service, home-phone packages and long-distance
service. Additionally, the centers will offer technical assistance
and minor repairs for wireless handsets, answer billing inquiries,
assist with feature changes and have a convenient bill drop
location. Solutions Centers are located in Oak View Mall and
Westroads Mall.

"More people rely on the conveniences of communication technology
today than ever before," said Jim Vogel, vice president of channel
sales for Qwest. "By offering Qwest services, such as high-speed
Internet and wireless phones, in a hands-on environment, we are
bringing these choices closer to everyone and ensuring that the
services are as easy to purchase as possible."

Making Qwest services available at retail locations is another
example of Qwest's Spirit of Service -- the company's commitment
to deliver excellent service and the best value to customers every
day. As further illustration of the company's commitment to
customer satisfaction, Qwest recently introduced MyAccount --
http://www.qwest.com/-- which offers customer-friendly Web-based  
tools, such as click-to-chat and free online bill payment.

                     About Qwest

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

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


ROCKFORD: Anticipates Break-Even Profitability For The Full Year
----------------------------------------------------------------
Rockford Corporation (Nasdaq: ROFO) reported results for the first
quarter ended March 31st, 2004. Net sales during the quarter
remained relatively flat at $40.6 million versus $40.4 million in
the year-ago quarter. Rockford reported a loss per diluted share
during the period of $(0.60) versus a year-ago loss of $(0.11) per
share.

Gary Suttle, president and chief executive officer of Rockford
said, "We experienced extremely strong demand for our products,
particularly our new products introduced at CES, during the
quarter despite a continued soft but slowly improving environment
for our industry. Unfortunately, as noted in our press release
relating to 2003 results, development and initial production of
our new products was delayed and we underestimated the market's
demand for our products. The combination of delayed product and
unexpectedly large demand stressed our production lines. As a
result, we experienced a disruption in both manufacturing process
and our supply chain during the quarter. These disruptions
affected both our sales and, to an even greater extent, our
margins."

Mr. Suttle continued, "In order to satisfy the market demand, we
chose to expedite shipping, re-work parts rather than wait for new
parts and push production forward as rapidly as possible. These
choices significantly increased our costs and reduced our
efficiency levels, driving down our gross margins. They reflected
our decision to do everything we could to satisfy the needs of our
customers. While our near-term profitability suffered
dramatically, we are confident that we have chosen the proper
course of action to build and maintain our relationships with our
customers and, therefore, for our long-term success. We believe
that our efforts to normalize production at rates required by
market demand, combined with a modest restructuring to better
coordinate design, production, and our network of suppliers,
should allow us to return to substantially higher efficiency
levels by the close of the second quarter."

Gross margin during the first quarter decreased by 1260 basis
points to 21.1% versus the year-ago level of 33.7%. This was
attributable to the initial delays in production of our new
products and the subsequent disruption in manufacturing and supply
chains when production commenced and market demand required even
greater production than expected. These events created higher
expenses, such as the use of expedited in-bound freight and
efficiency declines, but they were necessary to facilitate
unexpectedly high unit production schedules.

Selling General and Administrative expenses were $16.4 million or
40.3% of sales during the quarter, versus 39.2% in the same period
of 2003. While the absolute level of expenses was in line with
Rockford's expectation, the slip of some sales from the first
quarter to the second quarter because of the production delays
discussed above caused the percentage to be higher than planned.

Inventories at the close of the quarter increased 25.1% to $47.4
million versus $37.9 million at the close of the prior quarter.
The increase was primarily due to increased raw material
requirements needed to continue high rates of production of the
new products. Omnifi inventory also accounted for a $2.5 million
increase in inventory.

Mr. Suttle commented, "While we continue to believe that our
wireless products are truly revolutionary, the market has
demonstrated that consumer education with respect to the category
and our products will take time. We have revised our expectation
for revenues of these products to a range of $3-$4 million in
fiscal 2004 versus prior expectations of $10-$12 million. While
our inventory build has utilized working capital, because this is
cutting edge product we expect that we will be able to sell this
inventory within a reasonable time."

With respect to accounts receivable, Days' Sales Outstanding
remained relatively flat year over year, increasing 0.6 days to
79.7 days versus 79.1 days in the year-ago period. Rockford is
satisfied that the quality of its receivables is excellent and
that reserve levels are appropriate.

Gary Suttle concluded, "While we are certainly disappointed with
the financial performance our delayed products and manufacturing
disruptions created, we are nonetheless enthusiastic about our
longer term prospects. We believe that we may have an opportunity
to reach break-even profitability for the full year; however,
visibility of the third and fourth quarter is uncertain at this
time. We will be working to take advantage of the opportunity we
have to capture significant market share in both our core
aftermarket mobile audio business and our OEM business, which is
now running solidly ahead of last year."

                 About Rockford Corporation

Rockford is a designer, manufacturer and distributor of high-
performance audio systems for the mobile, professional, and home
theater audio markets. Rockford's mobile audio products are
marketed under the Rockford Fosgate, Lightning Audio, MB Quart, Q-
Logic, InstallEdge.com, Omnifi and SimpleDevices brand names.
Rockford's professional audio and home theatre products are
marketed under the Hafler, Fosgate Audionics, MB Quart, and Omnifi
brand names.

                        *   *   *

As reported in the March 31, 2004, edition of the Troubled Company
Reporter, Rockford noted that it was in violation of covenants
attached to its revolving bank credit agreement. The company
negotiated and closed a three-year $45 million senior asset based
credit facility with Congress Financial Corporation (Western) as
Agent and Wachovia Bank, National Association as Arranger and a
one year $4 million junior term loan
with Hilco Capital LP.  These credit facilities replaced the $30
million revolving credit facility previously maintained with Bank
of America, N.A. and Bank One, Arizona, N.A.

Jim Thomson, chief financial officer said, "This new senior credit
facility gives us significantly more flexibility than our previous
facility. It offers us a larger borrowing base, fewer covenants
and is more competitively priced.  This new line will provide us
with working capital to fund both our ongoing business and growth
objectives."


SALOMON BROTHERS: Fitch Downgrades 2001-1 Class MF-3 Rating to BB
-----------------------------------------------------------------
Fitch has taken rating actions on the following Salomon Brothers
Mortgage Securities (SBMS) VII, Inc. issue:

Salomon Home Equity Loan Trust, asset-backed pass-through
certificates, series 2001-1 Group 1:

               --Class AF-3 affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 affirmed at 'A';
               --Class MF-3 downgraded to 'BB' from 'BBB' and
                 removed from Rating Watch Negative.

Salomon Home Equity Loan Trust, asset-backed pass-through
certificates, series 2001-1 Group 2:

               --Class AV-1 affirmed at 'AAA';
               --Class MV-1 affirmed at 'AA';
               --Class MV-2 affirmed at 'A';
               --Class MV-3 affirmed at 'A-';
               --Class MV-4 affirmed at 'BBB'.

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

The negative rating action on the MF-3 class is due to the decline
in enhancement relative to applicable credit support levels. As of
the April 26, 2004 distribution, the overcollateralization for
Group I is at $432,074.56, with a target of $710,203.78. Fitch
will continue to closely monitor this deal.


SALTON: Retains Ernst & Young as Financial Restructuring Advisor
----------------------------------------------------------------
Salton, Inc. (NYSE: SFP) announced that it has retained Ernst &
Young Corporate Finance, LLC, a provider of investment banking
services to companies and an affiliate of Ernst & Young LLP, as
its financial advisor in connection with its recently announced
restructuring. The Company previously announced that it plans to
reduce annual domestic operating expenses by a minimum of $40
million through a reduction in domestic operating costs and
through consolidation of U.S. operations. EYCF will also help the
Company with its cost reduction initiatives and in its
negotiations with senior lenders. The restructuring activities are
already underway.

"As we said in our earnings announcement and conference call, we
are determined to return our U.S. operations to profitability,"
said Leonhard Dreimann, Chief Executive Officer. "We have already
begun to identify cost-cutting areas and are confident that these
initiatives will result in a U.S. expense base that will allow us
to be profitable in the U.S. with our current level of revenue. In
the interim, we continue to have adequate liquidity to run our
operations."

                    About Salton, Inc.

Salton, Inc. is a leading designer, marketer and distributor of
branded, high quality small appliances, home decor and personal
care products. Our product mix includes a broad range of small
kitchen and home appliances, tabletop products, time products,
lighting products, picture frames and personal care and wellness
products. We sell our products under our portfolio of well
recognized brand names such as Salton, George Foreman,
Westinghouse(TM), Toastmaster, Melitta, Russell Hobbs, Farberware,
Ingraham and Stiffel. The company believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with customer base and
focused outsourcing strategy.

                       *   *   *

As reported in the Troubled Company Reporter's February 13, 2004  
edition, Standard & Poor's Ratings Services lowered its corporate  
credit rating on small appliance marketer Salton Inc. to 'B' from  
'B+', and lowered its bank loan rating on the company to 'B+' from  
'BB-', after the company reported lower than expected  
profitability during the critical Christmas selling season. At the  
same time, Standard & Poor's lowered its subordinated debt rating  
on the company to 'CCC+' from 'B-'. The outlook remains negative.

The ratings continue to reflect Salton Inc.'s participation in the  
highly competitive small appliance market, accelerating price  
deflation at the retail level, and the company's high debt  
leverage. Somewhat mitigating these risks is Salton's solid track  
record in developing new products and in successfully marketing  
its existing branded product portfolio.


SHERIDAN: S&P Rates Proposed $60MM Sr. Secured Note Add-On at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
Sheridan Group Inc.'s proposed $60 million 10.25% senior secured
notes due 2011, which is an add-on to the existing 10.25% senior
secured notes due 2011. Proceeds will be used to help fund the $67
million acquisition of Dingley Press.

Concurrently, Standard & Poor's affirmed its 'B+' corporate credit
and 'B' senior secured debt ratings on Sheridan. The outlook is
stable. The Hunt Valley, Maryland-headquartered printing and
publishing services provider will have about $166 million of debt
outstanding following the transaction.

The proposed senior secured notes will be secured by the same
security package as the existing notes. This consists of a first
priority lien on the Sheridan's property, plant, and equipment,
and a second lien on accounts receivable and inventory. In
addition, the notes will be guaranteed by all of the company's
subsidiaries. The secured revolving credit facility, which
benefits from a first lien on the receivables and inventory, is
being increased to $30 million from $18 million. As a result
of the priority security position of the bank lenders, the notes
are rated one notch below the corporate credit rating.

"The ratings on Sheridan reflect the company's significant debt
levels, relatively small pro forma cash flow base, expectation for
continued growth through acquisitions, and competitive market
conditions in the print industry," said Standard & Poor's credit
analyst Sherry Cai. "These factors are tempered by the solid niche
position in the scientific, technical and medical journal segment,
diversified customer base, and long-term customer relationships
and contracts."


SK GLOBAL: Exclusive Plan Filing Period Extended to May 20
----------------------------------------------------------
Judge Blackshear signed a bridge order extending the SK Global
America Inc. Debtor's exclusive period to file a plan to May 20,
2004, and the Debtor's exclusive period to solicit acceptances of
the plan to July 31, 2004.

As reported in the Troubled Company Reporter's April 8, 2004
edition, SK Global America Inc. asked the Court to extend its
exclusive periods:

   (a) to file a plan through and including June 16, 2004; and

   (b) to solicit acceptances of that plan through August 19,
       2004.
             
                   Cho Hung Bank Objects

On behalf of Cho Hung Bank, New York Branch, Stephen B. Selbst,
Esq., at McDermott, Will & Emery, in New York, argues that there
is no reason why the Debtor's plan of reorganization needs to be
delayed further.

"The Debtor has ceased operations and has already begun a
liquidation.  Its remaining non-cash assets consist principally
of accounts receivables and inventory.  The Debtor admits it is
in the process of collecting these accounts receivables.  Thus,
the only plan that can be confirmed in this case is a liquidating
plan," Mr. Selbst explains.

According to Mr. Selbst, the Debtor's capital structure is not
complex and the number of financial creditors is small.  These
facts belie the Debtor's claim that its Chapter 11 case is large
and complex, calling for additional time to develop a plan of
reorganization.

Cho Hung Bank, the Debtor's senior secured creditor, together
with Korea Exchange Bank, the Debtor's junior secured creditor,
have advised the Debtor that they support the filing of a
liquidating plan that will provide for the payment in full in
cash of Cho Hung's claims and the recognition of KEB's junior
secured status.  Despite this clear statement from the Debtor's
two secured creditors, however, the Debtor has yet to make any
plan proposal to Cho Hung or KEB, instead claiming, as it did in
its request, that it needs additional time for creditor
negotiations.

The Debtor bears the burden of establishing cause with respect to
its request for an extension of exclusivity -- a burden that the
Debtor has not come close to establishing.  Given that the Debtor
is already engaged in the process of liquidation, there is no
reason to delay the filing of a plan.  If exclusivity is
terminated, Cho Hung together with KEB is prepared to file a
liquidating plan for the Debtor, within 30 days.  The Debtor
should not be allowed to continue to use exclusivity to prevent
Cho Hung and KEB from proposing a plan that will give effect to
their relative lien priorities and bring the Chapter 11 case to a
prompt conclusion, Mr. Selbst says.

Accordingly, Judge Blackshear initially extended the Debtor's
exclusive plan proposal period to April 30, 2004, and the
exclusive solicitation period to June 30, 2004 while Cho Hung Bank
and Korea Exchange Bank continued discussions with the Debtor over
the terms of a plan.  The hearing on the Debtor's request took
place on April 21, 2004 at 10:00 a.m. (SK Global Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SMTC CORPORATION: Hosting First Quarter Results Webcast Today
-------------------------------------------------------------
SMTC Corporation (TSX: SMX) (NASDAQ: SMTX) will webcast the
company's  first quarter results today, May 17, 2004, at 5:00
p.m..

To listen to this event, go to:  

  http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=804760

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

                     *   *   *

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

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


SOLUTIA INC: Has Until August 16 to Make Lease-Related Decisions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York  
approved the motion of Solutia, Inc. to further extend the time
within which they may assume or reject the Unexpired Leases
through and including August 16, 2004, without prejudice to their
ability to request a further extension of the time period.

The Debtors are currently lessees under more than 40 unexpired
leases.  The Debtors use the Unexpired Leases in connection with
their business operations throughout the United States.  Many of
the Debtors' business offices are in spaces that are subject to
the Unexpired Leases.  The Unexpired Leases are thus valuable
assets of the Debtors' estates and are integral to the continued
operation of the Debtors' business.  Though, upon review, the
Debtors may determine that individual Unexpired Leases will be
rejected at a later date.

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


SR TELECOM: Fidelity Management Now Holds 11.42% Equity Stake
-------------------------------------------------------------
Fidelity Management & Research Company and Fidelity Management
Trust Company, of 82 Devonshire Street, Boston, Massachusetts,
USA, announce that certain fund accounts for which Fidelity serves
as investment adviser have bought 275,000 shares of SR Telecom
Inc's outstanding common stock.  Fidelity has control but not
ownership of these shares.  As a result of the purchase, Fidelity
holds 2,033,100 shares (or 11.42%) of SR Telecom Inc's outstanding
common stock.  Fidelity's purchase of SR Telecom Inc's outstanding
common stock was executed on the Toronto Stock Exchange.

Fidelity fund purchases have been made for investment purposes
only and not with the purpose of influencing the control or
direction of SR Telecom Inc.  The Fidelity funds may, subject to
market conditions, make additional investments in or dispositions
of securities of SR Telecom Inc, including additional purchases or
sales of common stock.  Fidelity does not, however, intend to
acquire 20% of any class of the outstanding voting or equity
securities of SR Telecom Inc.

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.


TANGO: Expects to Hit Record Revenues for Quarter Ended April 2004
------------------------------------------------------------------
Tango Incorporated (OTCBB:TNGO), a leading screen printing company
for major brand name apparel labels, announced initial indication
that its gross revenue for the quarter ended April 30, 2004 will
be the highest gross revenue posted for a quarter since inception.
These revenue figures were generated despite the fact that Tango
went through an internal reorganization that detracted from its
sales efforts.

"I am extremely proud of our new management team and sales staff,
all of whom have worked extremely hard to stabilize the business
and generate new orders for the company," said Sameer Hirji, CEO
of Tango. "Despite the departure of the previous management team
and the internal restructuring of the organization, Tango Pacific
has produced revenue figures that go a long way towards bringing
this company to profitability. As we start to move into our busy
season, the fall and winter months, we are extremely optimistic
that Tango will be able to generate the revenue figures we have
projected."

                       About Tango

Tango Incorporated -- -- whose January 31, 2004 balance sheet
shows a stockholders' deficit of $1,053,342 -- is a leading
garment manufacturing and distribution company, with a goal of
becoming a dominant leader in the industry. Tango pursues
opportunities, both domestically and internationally. Tango
provides major branded apparel the ability to produce the highest
quality merchandise, while protecting the integrity of their
brand. Tango serves as a trusted ally, providing them with quality
production and on time delivery, with maximum efficiency and
reliability. Tango becomes a business partner by providing
economic solutions for development of their brand. Tango provides
a work environment that is rewarding to its employees and at the
same time having aggressive plan for growth. Tango is currently
producing for many major brands, including Nike, Nike Jordan and
Chaps Ralph Lauren. Go to http://www.tangopacific.com/for more  
information.


TELEWEST COMMS: Continues Financial Restructuring to Cure Defaults
------------------------------------------------------------------
Telewest Communications plc (LSE:TWT) reported financial results
for the first quarter ended March 31, 2004. Barry Elson, Acting
Chief Executive Officer of Telewest Communications plc commented:

"The results reflect a good first quarter with customer and RGU
growth, increased ARPU and continued cost control producing
positive cash flow before financing. Broadband growth, successful
marketing and the value of our product bundles are helping us to
deliver good results in an increasingly competitive environment.

"We are building on our broadband leadership in our addressable
areas and have 498,000 broadband internet subscribers as at 12 May
2004. We believe we now offer a comprehensive and compelling range
of services and we have now increased broadband connection speeds
by around 50 percent, at no additional cost to customers.

"Growing "triple play" penetration, now at 18.9% and improving
customer care are reducing churn, with household churn down at
less than 1% per month.

"Our content segment and our business sales division are also both
showing strong growth in advertising and data revenues,
respectively.

"We expect our focus on customer care, broadband and cost control
will help us continue to produce customer growth, good operating
results and positive free cash flow for the full year.

"We are also pleased that we have now posted documents and set
dates for meetings of our shareholders and bondholders to seek
approval for our proposed financial restructuring and look forward
to the completion of this process."

Net loss for the quarter decreased from GBP 187 million to
GBP 36 million. The movement resulted principally from foreign
exchange losses on our dollar-denominated debt in the first
quarter of 2003 being replaced by exchange gains in the first
quarter of 2004 resulting in an improvement of GBP 125 million.

Net loss for the quarter before exceptional items decreased from
GBP 181 million to GBP 21 million. The movement resulted
principally from the movement in net foreign exchange gains
described above as a result of the decreasing value of the US
dollar versus the pound sterling.

                Liquidity and Capital Resources

Net cash inflow before use of liquid resources and financing for
the quarter was GBP 17 million compared to GBP 7 million in 2003.

Capital expenditure, on an accruals basis, declined by 20% to GBP
52 million. The reduction was due mainly to improved utilisation
of our network assets and falling electronic equipment prices. We
have included disclosure of capital expenditure in accordance with
National Cable and Telecommunications Association guidelines in
note 9.

As at March 31, 2004, net debt was GBP 5,357 million. This
consisted of GBP 3,640 million of notes and debentures, (including
GBP 400 million of unpaid accrued interest), GBP 144 million of
lease financing, GBP 7 million in other loans and GBP 2,000
million drawn down on our bank facility, offset by cash balances
and term deposits of GBP 434 million.

We are currently in default on our outstanding notes and
debentures, certain of our finance leases and our bank facility.
As a result of these defaults, the senior lenders under our bank
facility and many of our other creditors have the right to
accelerate obligations and demand immediate repayment. In current
conditions, we have been able to continue to operate and meet our
working capital needs as a direct result of the continued support
of our creditors (in generally not calling defaults or
accelerating their claims) and the Directors' belief that a
financial restructuring is likely to be implemented. Because we
are not making current interest payments on our notes and
debentures we have been able to finance our remaining working
capital needs through available cash and cash generated by
operations. However, we do not believe that our creditors will
continue to forebear from declaring defaults if our financial
restructuring is not implemented or it is not implemented in a
timely manner.

                      Going Concern

The financial statements have been prepared on a going concern
basis and do not include any adjustments that would arise as a
result of the going concern basis of preparation being
inappropriate. As previously announced, the Company continues to
pursue a financial restructuring of its balance sheet as the
Directors consider that the Company will not be able to meet all
of its debts as they fall due. However, the Board of Directors has
confidence in the successful conclusion of the Financial
Restructuring and, together with and on the basis of cash flow
information that they have prepared, the Directors consider that
the Group will continue to operate as a going concern for a period
of at least 12 months from the date of issue of these financial
statements. Any restructuring will require the continued approval
of a number of our bankers and various stakeholders. Inherently,
there can be no certainty in relation to any of these matters.

               The Financial Restructuring

We have now scheduled meetings of certain of our creditors,
principally our bondholders, and our shareholders to seek approval
of various aspects of our Financial Restructuring. The creditors'
meetings are scheduled for 1 June 2004 and our shareholder meeting
is scheduled for 21 May 2004. Successful completion of our
Financial Restructuring remains subject to a number of conditions,
including the approval of our creditors and our shareholders.

The terms of our Financial Restructuring would result in:

-- the cancellation of all of the outstanding notes and debentures
   of the Company and its finance subsidiary in return for the
   distribution of 98.5% of the common stock of Telewest Global
   Inc., and the distribution of the remaining 1.5% of Telewest
   Global's common stock to our eligible shareholders;

-- the execution of an amended Senior Secured Facility or an
   alternative refinancing;

-- the reorganisation of the Company's corporate structure under
   Telewest Global, a holding company incorporated in Delaware;
   and

-- the cessation of dealings in the Company's shares on the London
   Stock Exchange and the quotation of Telewest Global's common
   stock on the Nasdaq National Market.


TERRA INDUSTRIES: Fitch Removes Low-B Ratings from Negative Watch
-----------------------------------------------------------------
Fitch Ratings has affirmed Terra Industries' ratings at 'B+' for
the senior secured credit facility and 12.875% senior secured
notes and 'B-' for the 11.5% senior secured second priority notes.
The ratings have been removed from Rating Watch Negative status. A
Stable Rating Outlook has been assigned.

Terra's ratings were placed on Rating Watch Negative on Aug. 22,
2003 to capture the uncertainty in near term future performance,
the potential for covenant violations and the possibility of
further liquidity deterioration at that time. Poor volumes sold
and the spike in natural gas cost in the spring of 2003 weakened
Terra's financial position and the company had to draw on its
credit facility during the second and third quarter of 2003 to
meet cash needs. Revolver availability fell below $60 million
subsequent to the end of the second quarter of 2003.

Since then, Terra's liquidity position and financial performance
have improved. At March 31, 2004, Terra's credit facility was
undrawn and the availability after accounting for the minimum
availability covenant was $114 million. Terra also had a cash
balance of $160 million at the end of the first quarter. Seasonal
needs indicate $80 million will be used for prepaid product and
approximately $24 million will be required for note interest in
the near term. Maturities in the next twelve months are
negligible. Moreover, credit statistics have strengthened due to
improved EBIT margins while debt levels remained relatively steady
at approximately $402 million. EBIT margins improved to 5.0% for
the trailing twelve months ended March 31, 2004 versus negative
2.7% in the prior year period. For the trailing twelve months
ended March 31, 2004, EBITDA-to-interest incurred was 3.1 times
(x) and total debt-to-EBITDA was 2.3x. These statistics compare
favorably to the prior year period when EBITDA-to-interest was
1.5x and total debt-to-EBITDA was 5.1x.

The Stable Rating Outlook indicates Terra's financial performance
in the near term will likely remain consistent with its current
ratings. Although earnings have improved recently, future
performance remains uncertain primarily due to high natural gas
prices and volatility. Future performance may also be negatively
impacted if Methanex decides to terminate methanol production at
Terra's Beaumont facility.

Terra Industries is a major North American producer of ammonia,
UAN solutions, and methanol and a leading producer of ammonium
nitrate in the U.K. The company also produces urea. Its nitrogen
products are used as fertilizer in agriculture. Methanol is used
in fuel additives and industrial chemicals. For the trailing
twelve month period ended March 31, 2004, Terra had revenue of
$1.4 billion and EBITDA of approximately $176 million.


TESORO PETROLEUM: S&P Affirms BB- Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on independent oil refiner and marketer Tesoro
Petroleum Corp. At the same time, Standard & Poor's revised its
outlook on the company to positive from stable.

As of March 31, 2004, the San Antonio, Texas-based company had
about $1.6 billion of debt outstanding.

"The outlook improvement stems from recent strides Tesoro has made
to reduce debt in the near term," said Standard & Poor's credit
analyst John Thieroff.

The company has amended its 8% senior secured notes due 2008,
which will effectively allow Tesoro call in its $300 million 9%
senior subordinated notes due 2008. The call premium on these
notes reduces to 103 on July 1, 2004.

Tesoro has publicly stated it will make significant debt
reduction in the third quarter of 2004, and the ability to call in
these notes provides an opportunity to do so.

"In addition, very strong refining crack spreads on the West Coast
have allowed the company to build cash balances very quickly,
increasing the likelihood that the company will have cash on hand
in the near term to effect a substantial debt reduction," said Mr.
Thieroff.

The positive outlook reflects the likelihood Tesoro will be able
to substantially reduce its debt burden over the next few
quarters. Standard & Poor's will likely raise its ratings on
Tesoro if the company achieves $300 million of net debt repayment
during the near term.

Tesoro owns and operates six refineries of varying complexity
(total throughput capacity 559,000 barrels per day) and a network
of 575 retail gasoline stations and convenience stores in the
western U.S.


UNITED AIRLINES: Reorganizes Senior Management Team
---------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) announced a
realignment of responsibilities among its senior management team:

    * Peter D. McDonald is being named executive vice president
      and chief operating officer, having previously served as
      executive vice president - Operations.

    * John Tague is being named executive vice president -
      Marketing, Sales and Revenue, having previously been
      executive vice president-Customer.

    * Douglas Hacker, executive vice president-Strategy, will
      focus exclusively on corporate strategy development and
      competitive positioning.

    * Jake Brace, executive vice president and chief financial
      officer, will continue to serve in that role and as chief
      restructuring officer, leading the company's efforts to
      emerge from bankruptcy.

The new roles are effective immediately.

"With the momentum we've built over the past 12 months, now is the
right time to ensure that our leadership team and responsibilities
are aligned most effectively to take us forward and compete
successfully in an increasingly competitive marketplace," said
Glenn F. Tilton, United chairman, president and chief executive
officer. "We have made tremendous progress in reducing our costs,
and more recently in revenue improvement. We know there is more
opportunity and work to do."

As chief operating officer, McDonald has responsibility for all
airport, maintenance, onboard, flight and system operations, as
well as cargo, Ted, strategic sourcing, cost-savings initiatives
and safety and security.

"Pete is leading an operational team that has delivered
extraordinary performance during the most challenging of
circumstances, including record on- time performance and customer
service metrics," Tilton said. "The continuous delivery of
operational excellence and the added focus on achieving best-in-
class costs will enable United to be in the strongest competitive
position going forward."

Tague's expanded role gives him responsibility for all revenue-
generating activities, adding planning, scheduling and revenue
management to sales and marketing activities.

"John's work in re-engaging our customers and reinvigorating our
brand has been critical in driving revenues and keeping our
performance on plan," Tilton said. "Now all revenue-generating
activities will be aligned under his leadership, enabling us to
more effectively meet customer needs and drive revenue
performance."

Brace continues to oversee all the company's financial and
restructuring efforts and its work in the Chapter 11 process.

"Jake is doing a tremendous job leading our restructuring effort,
systematically working through the remaining issues we face, and
establishing the platform we will need as we move beyond Chapter
11 to compete for the long-term," said Tilton.

As executive vice president-Strategy, Hacker will focus on
forward-looking strategy and opportunities for United as the
company prepares to exit bankruptcy, including transforming
capabilities that touch all aspects of the business such as the
company's information technology systems.

"We are at a point in our progress where we need Doug to apply his
exceptional analytical skills and intellectual rigor to key
company initiatives -- to our future," Tilton said.

United, United Express and Ted operate more than 3,500 flights a
day on a route network that spans the globe. News releases and
other information about United may be found at the company's Web
site at http://www.united.com/   


UNUMPROVIDENT: Re-Elects Four Directors at Shareholders Meeting
---------------------------------------------------------------
At its annual meeting, UnumProvident Corporation's (NYSE: UNM)
shareholders re-elected four directors to terms expiring in 2007.

Those re-elected were Ronald E. Goldsberry, chairman of OnStation
Corporation; Hugh O. Maclellan Jr., president of The Maclellan
Foundation, Inc.; C. William Pollard, chairman emeritus of The
ServiceMaster Company; and John W. Rowe, chairman and CEO of
Exelon Corporation.

Continuing directors include William L. Armstrong, Jon S. Fossel,
A.S. MacMillan Jr., Lawrence R. Pugh and UnumProvident CEO Thomas
J. Watjen. Pollard and Pugh are currently co-chairmen of the
Office of Chairman of the Board.

In his remarks to shareholders, Mr. Watjen outlined key
accomplishments of the past 15 months, including: a capital
position that is stronger than at any time in the Company's
history, a significantly strengthened balance sheet and investment
portfolio, and a solid business plan for the future that is more
heavily weighted to profitability over growth.

"As a result of our restructuring over the past twelve months, we
are a very different company today," he said. "The basic operating
and financial platform is now finally in place, and I'm confident
that from this platform we can continue to serve our customers
well and that we can produce solid returns for our shareholders."

In addition to electing four directors, shareholders rejected two
stockholder proposals: to elect directors by a majority instead of
plurality vote and to establish an office of the Board of
Directors.

                   About UnumProvident Corporation

UnumProvident (UNM) -- http://www.unumprovident.com/  -- is the  
largest provider of group and individual disability income
protection insurance in North America.(1) Through its
subsidiaries, UnumProvident Corporation insures more than 25
million people and paid $5.7 billion in total benefits to
customers in 2003. With primary offices in Chattanooga, Tenn., and
Portland, Maine, the company employs more than 13,000 people
worldwide.

                        *   *   *

As reported in the Troubled Company Reporter's May 10, 2004
edition, Standard & Poor's Ratings Services lowered its
counterparty credit and senior debt ratings on UnumProvident Corp.
to 'BB+' from 'BBB-'.

At the same time, Standard & Poor's lowered its counterparty
credit and financial strength ratings on UnumProvident's insurance
operating subsidiaries to 'BBB+' from 'A-'. The outlook is stable.

"The ratings actions reflect concerns about the consistency of
risk controls and valuation practices," said Standard & Poor's
credit analyst Rodney Clark. "These issues have led to significant
reserve charges and asset impairments in the past several
quarters, including the $856 million of intangible impairments and
$111 million reserve strengthening announced in the company's
first quarter earnings announcement."


US WIRELESS: NBS Technologies Terminates Synapse Purchase
---------------------------------------------------------
NBS Technologies Inc. (TSX: NBS) announced its decision not to
acquire the Synapse assets of US Wireless Data Inc (OTC.BB: USWE).
As previously announced on March 26, 2004, NBS entered into a
purchase agreement with USWD to acquire its Synapse gateway
business in conjunction with, and subject to the proceedings of,
USWD's bankruptcy process. "Our decision was reached due to the
total investment required to finalize the purchase and to
transition the Synapse customer base and operational
infrastructure to our own strategic NBS Commerce Gateway
architecture. We concluded that this could not be completed at a
reasonable rate of return for our shareholders", stated David
Nyland, NBS's President and Chief Executive Officer.

"For the past six months we have been working on an integration
plan for the Synapse business in accordance with our NBS Commerce
Gateway strategy. This envisioned allowing customers the option to
migrate to our own Commerce Gateway as existing technologies
become obsolete. The NBS Commerce Gateway is an established,
robust and cost effective UNIX based transaction-processing
platform that would allow Synapse customer migration to a more
scalable and viable long-term solution", stated Tom McCole, NBS's
EVP and General Manager of Commerce Gateway. "We intend to
continue our plans of establishing the NBS Commerce Gateway as the
platform of choice in the US for deploying wireless and IP gateway
solutions to merchants, payment processors, financial institutions
and point-of-sale device manufacturers", continued Mr. McCole.

                    About NBS Technologies

NBS Technologies Inc. (TSX:NBS) is a leading provider of card
personalization, secure identity solutions, and point of sale
transaction services for financial institutions, governments, and
corporations worldwide. The company has specialized and
complementary product lines within its Commerce Gateway, Card
Personalization and Payment Solutions business units. NBS
Technologies is a global company with locations in Canada, the
U.S. and the UK, along with a worldwide dealer network. For more
information, visit http://www.nbstech.com/

                  About U.S. Wireless Data

Headquartered in New York, New York, U.S. Wireless Data, Inc.  
-- http://www.uswirelessdata.com/-- is a Delaware corporation   
that provides proprietary enabling solutions and wireless  
transaction delivery and gateway services to the payments  
processing industry.  The company filed for chapter 11 protection  
on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12075).  Alan David  
Halperin, Esq., at Halperin & Associates represent the Debtor in  
its restructuring efforts.  When the Company filed for protection  
from its creditors, it listed $2,719,000 in total assets and  
$5,709,000 in total debts.


WEIRTON STEEL: Noteholders Agree to Settle Sale Dispute
-------------------------------------------------------
Weirton Steel Corp. reported that the Informal Committee of
Secured Noteholders has accepted a financial settlement from the
company.

The settlement averts the noteholders' attempt to stop the sale of
Weirton to Cleveland-based International Steel Group Inc.

"I'm pleased this issue has been resolved.  We've just cleared one
of the remaining hurdles in completing this sale.  The finish line
is clearly in sight.  Dragging this matter through courts would
have been of no value.  I congratulate our legal team and that of
the noteholders for reaching this compromise," said D. Leonard
Wise, Weirton chief executive officer.

On April 22, Judge Friend accepted Weirton's recommendation that
its assets be sold to ISG instead of the noteholders.  Both
parties submitted bids to purchase Weirton.

Following the judge's decision in April, the noteholders began a
series of legal maneuvers in an attempt to prevent the sale to
ISG.  The noteholders were seeking additional time to reorganize
the steelmaker and operate it as an independent company.

The face-value of the notes is $145 million.  Once the sale to ISG
was final, the judge would have decided the amount the noteholders
would have received.  However, since the agreement has been
reached, the judge will now decide if the settlement between the
parties is acceptable.

The sale closing date has not been announced, but it is expected
to occur soon. (Weirton Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WHX CORPORATION: Refinancing Concerns Trigger S&P's Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on WHX Corp. to 'CCC+' from 'B-', and its unsecured debt
rating to 'CCC-' from 'CCC'. The outlook is negative. The New
York, New York-based company had about $230 million in total debt
outstanding as of March 31, 2004.

"The downgrade reflects Standard & Poor's concerns regarding WHX's
ability to access capital markets to refinance $92.8 million
outstanding on its 10.5% senior unsecured notes due April 15,
2005," said Standard & Poor's credit analyst Paul Vastola. The
notes' low rating will more than likely deter investor interest.

Ratings will be lowered in the near term, should liquidity erode
from current levels or if the company appears unable to obtain
alternative financing for its upcoming debt obligations. Indeed,
WHX recently warned that its access to capital markets may be
limited and that its status as a going concern would be in doubt
if it were unable to refinance the debt. Although WHX has used
asset sales proceeds to meaningfully reduce its debt over the past
couple of years, the ability to further reduce these notes is
limited.

Ratings on WHX reflect its weak financial and operating
performance, high debt leverage and limited liquidity. WHX's
operations are limited to wholly owned Handy & Harman. The
operating subsidiary has several business segments, including
precious and base metals, wire, cable, and tubing, specialty
roofing and construction fasteners, and electrogalvanized
products. Although the company sells to several different niche
markets, most are cyclical and highly competitive.

The company's performance has been quite poor over the past few
years due to very difficult market conditions as a result of the
recent recession. The company has recently seen higher demand for
some of its products due an improvement in economic conditions and
in some of its key markets, including precious metals,
construction and appliance markets. While WHX has also implemented
some price increases, the benefits from higher demand and prices
will be somewhat offset by higher raw-material costs.


WINSTAR COMMS: Court Approves 26 Avoidance Action Settlements
-------------------------------------------------------------
The U.S. Banrkuptcy Court for the District of Delaware approves
Ms. Shubert's motion to settle certain Avoidance Actions.
Pursuant to the Court's November 6, 2002 Order, Winstar
Communications, Inc.'s Trustee is permitted to settle certain
avoidable preference recovery controversies pursuant to Rule
9019(b) of the Federal Rules of the Bankruptcy Procedure and
Sections 105(a) and 363(b) of the Bankruptcy Code, without seeking
further Court approval.  However, the Trustee reports that certain
Avoidance Actions fall outside the Order, thus Court approval is
required.

These Avoidance Actions:

                                       Transfer    Settlement
Defendant                               Amount       Amount
---------                              --------    ----------
ARC Networks, Inc.                      $89,290       $10,000
Avion Systems, Inc.                     121,089         8,500
Carter & Burgess, Inc.                  995,015       150,000
Century Planning Associates, Inc.       183,514        15,000
Check Point Software                     42,578         6,000
Colorcraft of Virginia, Inc.             55,591        15,000
Dell Receivables LP                      62,147        15,479
Donovan & Yee LLP                        33,232         5,000
E. Stone, Inc.                           16,024        11,217
Encore Technologies, Inc.                80,638         9,000
Energy Management Systems                95,400        30,000
Execu/Search Group                       19,807         2,000
Executive Search Group                   27,000           750
G.F. Morin Company                       15,297         5,000
Phoenix Biltmore Embassy Suites          57,910        40,500
MDM West, Inc.                          116,802         4,000
Nortel Networks, Inc.                   323,379       120,072
Ostream Software, Inc.                   51,562        10,000
PSE&G Co.                                16,598         5,000
PTEK Holdings, Inc.                      46,338        19,065
Rational Software Corp.                  59,484        41,639
Sneller Systems, Inc.                    16,132         9,100
Specialized Products Company             40,161         9,289
Temporary Excellence of New York, Inc.   14,777         2,600
UDP Holding Company                      21,436        16,077
United Express Radio Group, Inc.        177,016        10,000

(Winstar Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WORLDCOM INC: Citigroup Settles Class Action For $2.65 Billion
--------------------------------------------------------------
Citigroup announced on May 10, 2004 that it has settled class
action litigation brought on behalf of purchasers of WorldCom
securities which was pending in the United States District Court
for the Southern District of New York as In re WorldCom, Inc.
Securities Litigation, No. 02 Civ. 3288 (DLC).

Under the terms of the settlement, Citigroup will make a
payment of $2.65 billion, or $1.64 billion after tax, to the
settlement class, which consists of all persons who purchased or
otherwise acquired publicly traded securities of WorldCom during
the period from April 29, 1999 through and including June 25,
2002.  The payment will be allocated between purchasers of
WorldCom stock and purchasers of WorldCom bonds.  Plaintiffs'
attorneys' fees (the amount has not yet been determined) will
come out of the settlement amount.

Charles Prince, Chief Executive of Citigroup, said:
"Citigroup is a growth company.  It is important that we put this
unfortunate chapter behind us so we can focus on our continuing
prospects for growth.  The settlement is a milestone event in
that effort.  We are taking a leadership position in bringing to
a close this difficult era in the history of our industry and our
company.

"We are pleased that a settlement as significant as this
could come together so quickly.  We appreciate the efforts of the
court-appointed mediators, who facilitated settlement discussions
after the litigation reached a critical turning point that
provided an opportunity for resolution, as well as those of New
York State Comptroller Alan Hevesi, who agreed last Thursday to
engage in face-to-face discussions to negotiate a settlement that
is in the best interest of all involved," Mr. Prince said.

In a signed statement attached to the final settlement
agreement, the mediators - Federal District Judge Robert W. Sweet
and Magistrate Judge Michael H. Dolinger - stated that they
believe the settlement "was negotiated in good faith" and that
the settlement is "in the public interest."  The mediators were
appointed by the federal judge presiding over the WorldCom class
action case, the Honorable Denise L. Cote.  The final settlement
agreement says that Citigroup denies it committed any violation
of law and agreed to the settlement solely to eliminate the
uncertainties, burden and expense of further protracted
litigation.

"As a result of this settlement, we now have a better
understanding of our remaining exposure for Enron and other
litigation related to the 2003 regulatory settlements and have
adjusted our reserves accordingly," Mr. Prince said.

In connection with the settlement of the WorldCom class
action lawsuit, the company has reevaluated its reserves for the
numerous lawsuits and other legal proceedings arising out of the
transactions and activities that were the subjects of:

     (1) the April 2003 settlement of the research and IPO
         spinning-related inquiries conducted by the Securities
         and Exchange Commission, the National Association of
         Securities Dealers, the New York Stock Exchange and the
         New York Attorney General;

     (2) the July 2003 settlement of the Enron-related inquiries
         conducted by the Securities and Exchange Commission, the
         Federal Reserve Bank of New York, the Office of the
         Comptroller of the Currency, and the Manhattan District
         Attorney;

     (3) underwritings for, and research coverage of, WorldCom;
         and

     (4) the allocation of, and aftermarket trading in,
         securities sold in initial public offerings.

Accordingly, Citigroup is increasing its reserve for these
matters.  The company believes that this reserve is adequate to
meet all of its remaining exposure for these matters.  However,
in view of the large number of these matters, the uncertainties
of the timing and outcome of this type of litigation, and the
significant amounts involved, it is possible that the ultimate
costs of these matters may exceed or be below the reserve.
Citigroup will continue to defend itself vigorously in these
cases, and to resolve them in the manner management believes is
in the best interest of the company.

The total after-tax charge for the settlement and the
increase in litigation reserves will be $4.95 billion, or $0.95
per share, and will be taken in the second quarter of 2004.  The
company's litigation reserve for these matters following payment
of the WorldCom settlement will be $6.7 billion on a pre-tax
basis.

After giving effect to the charge, the company's financial
position will remain very strong, with its Tier 1 capital ratio
expected to be about 8 percent in the quarter, and its total
capital ratio expected to be over 11 percent.  The charge will
have no impact on the company's current dividend or dividend
policy.

Mr. Prince said, "Under Sandy Weill's leadership, Citigroup
has been an industry leader in raising business practices in
areas such as research, investment banking and structured
finance.  We revamped the management, structure and policies of
our equity research capability, creating a separate business unit
for research and retail brokerage.  We eliminated the involvement
of our investment bank in the compensation of analysts and
restricted interaction between analysts and investment bankers.
We also adopted important new, industry-leading policies in our
structured finance business and in the area of IPO allocations.
Citigroup President Bob Willumstad and I remain committed to
continuing this legacy in order to assure that our organization
embraces the highest business standards."

Mr. Prince concluded, "We are pleased to be able to address
the overhang of the unresolved litigation related to the 2003
regulatory settlements so we can focus on the future.  We
continue to pursue our ambitious strategies to leverage and build
our company's powerful business presence and prospects."

              New York State Comptroller's Statement

The Citigroup Defendants in the WorldCom securities class action
have agreed to pay a total of $2.65 billion to settle all claims
asserted against them in that action, Alan G. Hevesi, New York
State Comptroller and sole Trustee of the New York State Common
Retirement Fund and Court-appointed Lead Plaintiff, announced.  
This is the second largest settlement in securities class action
history, and represents the largest amount ever recovered in a
securities class action from a party other than the company that
issued the subject securities.

"With this settlement, we have gained an extraordinary
recovery for WorldCom bondholders and stockholders.  This
settlement, while historic, is only the first step.  We will
continue to pursue our claims against the others who bear
responsibility for the debacle at WorldCom, including the
remaining 17 underwriters, WorldCom's auditor, Arthur Andersen,
and the former directors and senior officers of WorldCom," Hevesi
said.  He continued: "This settlement should serve as a wake-up
call to those on whom the investing public depends to guard
against corporate corruption such as occurred at WorldCom.  
Citigroup is a very important financial institution for the
nation and New York.  We are gratified that Citigroup has put
this issue behind it.  I would like to particularly thank
Citigroup CEO Charles Prince for his leadership in bringing about
this settlement and mediators Judge Robert Sweet and Magistrate
Judge Michael Dolinger for their essential assistance."

Alan Hevesi is the Court-appointed Lead Plaintiff in the
consolidated securities class action, In re WorldCom, Inc.
Securities Litigation, which is pending before Judge Denise Cote
in federal court in Manhattan.  Mr. Hevesi was joined at the
press conference announcing the settlement by former New York
State Comptroller H. Carl McCall, who initiated the suit.  The
defendants who have agreed to settle are Citigroup, Inc.,
Citigroup Global Markets, Inc. (formerly known as Salomon Smith
Barney, Inc.), Salomon Brothers International Limited, and former
securities analyst Jack Grubman.  Together they are the
"Citigroup Defendants."

The settlement resolves all claims asserted against the
Citigroup Defendants in the WorldCom securities class action,
which fall into two categories: claims arising from WorldCom's
public bond offerings in 2000 and 2001, and claims arising out of
the purchase of publicly-traded WorldCom securities in the open
market between April 29, 1999 and June 25, 2002.

The Citigroup Defendants have agreed to pay $1.4575 billion
to settle the claims of investors who purchased bonds that
WorldCom issued in May 2000 and May 2001. Salomon served as
underwriter for approximately one-third of the outstanding bonds
issued in those offerings.  The litigation continues against the
17 investment banks that underwrote the remaining two-thirds of
those WorldCom bonds, including J.P. Morgan Securities, Bank of
America Securities, and Deutsche Bank.  Comptroller Hevesi noted
that the settlement with the Citigroup Defendants offers the
other banks the option to settle within 45 days at the same pro
rata ratio as Salomon.  If the banks accept that offer, another
approximately $2.8 billion would be paid to bond purchasers.

In addition, the Citigroup Defendants have agreed to pay
$1.1925 billion to investors who purchased WorldCom common stock
and other publicly traded securities of WorldCom during the Class
Period.

This settlement was arrived at after extensive negotiation
between the parties under the supervision of United States
District Judge Robert W. Sweet and United States Magistrate Judge
Michael H. Dolinger.

The NYSCRF and investor class are represented by the law
firms of Bernstein Litowitz Berger & Grossmann LLP and Barrack,
Rodos & Bacine, who were appointed as Co-Lead Counsel by Judge
Cote in August 2002.  The attorneys' fees and reimbursement of
litigation expenses will be paid out of the settlement fund.
Although subject to Court approval, the amount of attorneys fees
for which the law firms may apply is subject to a predetermined
agreement between the Common Retirement Fund and its counsel
(which has been posted at http://www.worldcomlitigation.com/  
since the summer of 2003).  Unlike the 25 percent fee that is
typical in securities cases, the fee grid negotiated by the NYSCRF
provides for a maximum fee in connection with this settlement not
to exceed 5 percent to 6 percent.

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


WORLDSPAN: Will Hold First Quarter 2004 Conference Call Tomorrow
----------------------------------------------------------------
Worldspan, L.P. reported financial results for the first quarter
ended March 31, 2004.  The Company reported revenue of $248.5
million and net income of $16.2 million.

"Worldspan's first quarter results reflect the drive to improve
our results through revenue growth and intense focus on
operational excellence and cost efficiencies," said Rakesh
Gangwal, chairman, president and chief executive officer of
Worldspan.  "We are especially pleased with the 28% increase in
online transactions during the quarter and with the progress that
Worldspan employees made to deliver superior value to our
customers."
    
                     Financial Highlights
    
                 First Quarter 2004 Revenue

First quarter revenue was $248.5 million, a 6.1% increase from
revenue of $234.3 million in the first quarter 2003.  A $25.6
million increase in electronic travel distribution revenue
attributable to an increase in transactions processed during the
first quarter of 2004 over the same period in the prior year was
partially offset by a decrease of $11.4 million in IT Services
revenue.  The primary driver of the decreased IT Services revenue
was the $8.3 million quarterly credit provided to Worldspan's
former owners under the terms of their respective IT Services
agreements.

                     Operating Profit

First quarter operating profit was $27.4 million, an increase of
$0.1 million, from an operating profit of $27.3 million in the
first quarter of 2003.  This change resulted primarily from
increased revenue and lower technology and salary expenses, offset
partially by higher inducements paid to travel agencies and
increased amortization expense resulting from the Company's
acquisition on June 30, 2003.

                        Net Income

First quarter net income was $16.2 million compared to a net
income of $25.3 million in the same period last year, a decrease
of $9.1 million.  The decrease resulted primarily from interest
expense associated with debt incurred to fund the acquisition of
the Company.

                   Global Transactions

Worldspan's global transaction volumes increased 13.1% in the
first quarter of 2004 compared to the first quarter of 2003,
continuing the rebound in transaction activities that began late
in the second quarter of 2003.  Transactions in the online channel
grew 28.4% on a year-over-year basis, while traditional agency
transactions increased by 2.1% in the first quarter 2004 compared
to the first quarter of 2003.
    
                Conference Call/Webcast

Worldspan will host a conference call discussing its first quarter
2004 results on May 18, 2004, at 11:00 a.m. EDST, which will be
Webcast on the Company's website at http://www.worldspan.com/on  
the investor relations page.  Please note that a replay of the
Earning Conference Call Webcast will be available online for 10
days from the date of the call.
    
                   About Worldspan

Worldspan is a leader in travel technology services for travel
suppliers, travel agencies, e-commerce sites and corporations
worldwide.  Utilizing some of the fastest, most flexible and
efficient networks and computing technologies, Worldspan provides
comprehensive electronic data services linking approximately 800
travel suppliers around the world to a global customer base.  
Worldspan offers industry-leading Fares and Pricing technology
such as Worldspan e-Pricing(R), hosting solutions, and customized
travel products.  Worldspan enables travel suppliers, distributors
and corporations to reduce costs and increase productivity with
technology like Worldspan Go!(R) and Worldspan Trip Manager(R).  
Worldspan is headquartered in Atlanta, Georgia.  Additional
information is available at worldspan.com .

                     *   *   *

As reported in the Troubled Company Reporter's April 7, 2004
edition, Standard & Poor's Ratings Services placed its 'B+'
corporate credit rating and other ratings on Worldspan L.P. on
CreditWatch with positive implications, reflecting the S-1 filing
by its parent, Worldspan Technologies Inc., for an initial public  
offering of up to $315 million of common stock. Proceeds will be  
used primarily to repay debt.

"The planned issuance of common stock, conversion of preferred  
stock into common stock, and subsequent debt reduction will aid  
Worldspan's credit ratios and strengthen its financial  
flexibility," said Standard & Poor's credit analyst Betsy Snyder.  
"Pro forma for the IPO, the company's balance sheet debt will  
decline by $113 million, its deferred compensation expense will  
decline by $117 million, and its equity will be comprised of only  
common stock," the analyst continued. Atlanta, Ga.-based  
Worldspan, the leading on-line travel distributor, was acquired in  
a leveraged buyout in July 2003. As a result, its credit ratios  
have been relatively weak. In addition, its financial flexibility  
has also been weaker than its major competitors, which are all  
publicly held.


* Flanders Serves as Ga. Superior Court Judges Council President
----------------------------------------------------------------
Superior Court Judge H. Gibbs Flanders, Jr., Dublin Judicial
Circuit, Dublin, recently began his term as President of the
state's Council of Superior Court Judges. Judge Flanders, who
served as president-elect of the Council and chair of its Budget
Committee last year, will lead the judges' organization from
May 1, 2004 to April 30, 2005. Joining him on the officer team are
President-Elect Daniel M. Coursey, Jr., Stone Mountain Judicial
Circuit, Decatur, and Secretary-Treasurer William T. Boyett,
Conasauga Judicial Circuit, Dalton.

Judge Flanders was appointed to the superior court bench on
September 27, 1993 by Governor Zell Miller and was subsequently
elected to four-year terms in 1996 and 2000. He is unopposed in
the 2004 election later this year. The four-county Dublin Circuit
includes Johnson, Laurens, Treutlen and Twiggs counties. He was in
sole proprietor practice prior to his appointment. During that
time, he served as a U.S. Bankruptcy Trustee and attorney for
Laurens County.

Born in Dublin, Judge Flanders graduated from East Laurens High
School in 1972. He went on to graduate with honors from Georgia
Southern College (1976), the University of Georgia School of Law
(1979) and the U. S. Army Judge Advocate General's School,
University of Virginia (1981). He served as a captain in the U. S.
Army Judge Advocate General's Corp for three years, assigned to
the 101st Airborne Division, Ft. Campbell, Kentucky.

In his years on the superior court bench, Judge Flanders has been
involved with several statewide court-related initiatives: as a
member of the Georgia Commission on Family Violence, chair of the
Pro Se Litigation Committee of the Judicial Council of Georgia and
chair of the Georgia Commission on Dispute Resolution. As a member
of the Council of Superior Court Judges, he has served on its Long
Range Planning Committee, Executive Planning Team and Court
Automation Committee.

Judge Flanders has supported numerous community organizations
through his service on boards and committees, including the Boy
Scouts' Pine Forest District Committee, Chairman; the Board of
Directors, Rotary Club of Dublin; the Dublin-Laurens Habitat for
Humanity, Inc.; the Executive State Board of Directors for YMCA;
and the Board of Directors for Middle Georgia Easter Seals
Society, Inc., Vice Chairman, and Chairman for the 2002 Dublin-
Laurens Community Retreat. Judge Flanders was the 2001 recipient
of the Dublin-Laurens County Chamber of Commerce Carolyn R. Watson
Sprit Award.

Judge Flanders is an active member of the First United Methodist
Church, Dublin. He is married to the former Theresa Walters of
Millen, and they have two sons, Daniel (20) and Jacob (13).

The Council of Superior Court Judges is composed of the state's
188 superior court judges and more than 50 senior (retired)
superior court judges. It was established by the state legislature
in 1985 to further the improvement of the superior courts and the
administration of justice in Georgia. The council seeks to
identify and propose solutions to problems common to all judges
and has adopted strategic planning to identify and pursue
operational goals. Duties of the council include state superior
court judges' budget development and administration; initiating
and responding to legislative issues involving the superior court;
adoption of uniform court rules; preparation of bench
publications, including jury charge instructions and benchbooks;
certification of continuing judicial education; and panel review
of felony sentence length.

The newly elected officers, immediate past president and
administrative judges representing the ten judicial administrative
districts in Georgia comprise the Council of Superior Court
Judges' executive committee, which is authorized to manage the
projects and policies of the council. The council's central office
is located in Atlanta.


* BOND PRICING: For the week of May 17 - 21, 2004
-------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm                          3.250%  05/01/21    48
Adelphia Comm                          6.000%  02/15/06    49
American & Foreign Power               5.000%  03/01/30    67
AMR Corp.                             10.200%  03/15/20    74
Best Buy                               0.684%  06/27/21    73
Burlington Northern                    3.200%  01/01/45    50
Burlington Northern                    3.800%  01/01/20    72
Calpine Corp.                          7.750%  04/15/09    61
Calpine Corp.                          7.875%  04/01/08    62
Calpine Corp.                          8.500%  02/15/11    62
Calpine Corp.                          8.625%  08/15/10    61
Calpine Corp.                          8.750%  07/15/07    66
Coastal Corp.                          7.750%  10/15/35    73
Comcast Corp.                          2.000%  10/15/29    38
Cummins Engine                         5.650%  03/01/98    71
Delta Air Lines                        2.875%  02/18/24    51
Delta Air Lines                        7.700%  12/15/05    62
Delta Air Lines                        7.711%  09/18/11    73
Delta Air Lines                        7.900%  12/15/09    44
Delta Air Lines                        8.000%  06/03/23    48
Delta Air Lines                        8.300%  12/15/29    39
Delta Air Lines                        9.000%  05/15/16    43
Delta Air Lines                        9.250%  03/15/22    43
Delta Air Lines                        9.750%  05/15/21    44
Delta Air Lines                       10.125%  05/15/10    46
Delta Air Lines                       10.375%  02/01/11    47
Delta Air Lines                       10.375%  12/15/22    46
Dobson Communications                  8.875%  10/01/13    73
El Paso Corp                           7.750%  01/15/32    74
El Paso Energy                         7.800%  08/01/31    74
Elwood Energy                          8.159%  07/05/26    68
Foamex L.P.                            9.875%  06/15/07    72
General Physics                        6.000%  06/30/04    52
Goodyear Tire                          7.000%  03/15/28    71
Inland Fiber                           9.625%  11/15/07    53
International Wire                    11.750%  06/01/05    72
Level 3 Communications                 2.875%  07/15/10    70
Level 3 Communications                 6.000%  09/15/09    54
Level 3 Communications                 6.000%  03/15/10    52
Level 3 Communications                 9.125%  05/01/08    73
Level 3 Communications                11.250%  03/15/10    71
Liberty Media                          3.750%  02/15/30    67
Liberty Media                          4.000%  11/15/29    72
Lucent Tech                            6.450%  03/15/29    74
Lucent Tech                            6.500%  01/15/28    74
Mirant Americas                        7.200%  10/01/08    70
Mirant Americas                        7.625%  05/01/06    71
Mirant Americas                        8.300%  05/01/11    70
Mirant Americas                        8.500%  10/01/21    70
Mirant Americas                        9.125%  05/01/31    70
Mirant Corp.                           2.500%  06/15/21    52
Motorola Inc.                          5.220%  10/01/97    73
NGC Corp                               7.125%  05/15/18    74
NGC Corp                               7.625%  10/15/26    74
Northwest Airlines                     7.875%  03/15/08    70
Northwest Airlines                    10.000%  02/01/09    72
Northern Pacific Railway               3.000%  01/01/47    50
Oakwood Homes                          7.875%  03/01/04    46
RCN Corp                              10.000%  10/15/07    49
RCN Corp                              11.000%  07/01/08    48
RCN Corp                              11.125%  10/15/07    49
Salton Inc                            10.750%  12/15/05    61
Salton Inc                            12.250%  04/15/08    58
Solutia Inc.                           7.375%  10/15/27    44
Southern Energy                        7.900%  07/15/09    55
Universal Health Services              0.426%  06/23/20    58
US West CAP                            6.500%  11/15/18    67
US West CAP                            6.875%  07/15/28    66


                           *********

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

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

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

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

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

                          *********

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

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

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***