TCR_Public/040518.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 18, 2004, Vol. 8, No. 97

                           Headlines

AFM HOSPITALITY: Expects to File Delayed Financial Reports by June
AIR CANADA: Yohan Cherrier Wants Probe to Determine Liability
AIR CANADA: Agrees with Financial Superintendent on Pension Relief
AIR CANADA: Reaches Pact with Dispatchers on Cost Realignment
AIR CANADA: Pilot Group Agrees to Labor Cost Realignment

AIR CANADA: Machinists & Aero Workers Agree to Cost Realignment
AMERICAN SKIING: Eliminates about $58.5 Mil. Of Real Estate Debt
ANC RENTAL: Blank Rome And Fried Frank Withdraw As Counsel
ANTARES PHARMA: $15MM Capital Infusion Strengthens Balance Sheet
ATLAS COLD STORAGE: FY 2003 Net Loss Balloons to $40.3 Million

BEACON POWER: Net Loss Drops to $2.1 Million in First Quarter 2004
BIOGAN INT'L: Files Plan and Disclosure Statement in Delaware
BUDGET GROUP: Intends To Assume & Assign Veritas Contracts
CHAMPIONSHIP AUTO: Unable to Beat Extended Report Filing Deadline
CHOICE ONE: Stockholders' Deficit Widens to $684MM at March 31

COMDISCO: Releases Fiscal Second Quarter Financial Results
CONCERT INDUSTRIES: Reports Improved First Quarter 2004 Results
COUNSEL CORP: March 31 Shareholders' Deficit Climbs to $16.6 Mil.
COVANTA ENERGY: Danielson Holding Launches Rights Offering
DAVEL COMMS: Stockholders' Deficit Widens to $107.5MM at March 31

DISTRIBUTION DYNAMICS: Looks to Houlihan Lokey for Fin'l Advice
EDISON FUNDING: Potential Tax Liability Prompts S&P's Neg. Outlook
EL CAPITAN: Inks Joint Venture Agreement with US Canadian Minerals
ENRON: Asks Court to Temporarily Stay Avoidance Action Discovery
FARMLAND DAIRIES: Opts to Form Reorganization Plan with Creditors

FEDERAL FORGE: Taps Donnelly Penman as Investment Bankers
FEDERAL-MOGUL: Modifies Plan Classification & Treatment Of Claims
FIVE STAR FOODS: Voluntary Chapter 11 Case Summary
FLEMING COS: Scozio & Penn Want to End Facility Standby Agreements
GENTEK: Court to Delay Closing of Chapter 11 Case Until Oct. 15

HARRY ORTLIP CO: Case Summary & 20 Largest Unsecured Creditors
HEALTHSOUTH: 8.5% & 10.75% Noteholders Agree to Amend Indentures
HEARTLAND PARTNERS: Looks for Buyer for Remaining Properties
HEARTLAND PORK: Court Approves Sale of Hog Barn Assets to Sterling
HOLLOWELL MERCANTILE: Case Summary & Largest Unsecured Creditors

HORIZON PCS: Sprint Agrees to Buy Assets & Resolve Claim Disputes
INDEPENDENCE I: S&P Junks $33.41MM (11.34%) of Collateral Assets
INTEGRATED HEALTH: IHS Liquidating Wants More Time to File Report
KEYSTONE CONSOLIDATED: Asks SEC to Modify Reporting Procedure
KEYSTONE: Freezes Incentive Plan & Deregisters 100,000 Shares

MAGELLAN: Asks Court to Nix 646 Employee Claims Totaling $4 Mil.
MALAN REALTY: Q1 Net Assets in Liquidation Down to $27.4 Million
MICROCELL TELECOMS: S&P Places B-/CCC+ Ratings On Watch Positive
MIRANT CORP: U.S. Trustee Amends Creditors Committee Membership
MORGAN STANLEY: S&P Rates 2004-HB1 Class D Notes at BB

NATL ENERGY: King Street Urges Creditors to be Vigilant over Sales
NETDRIVEN SOLUTIONS: March 31 Net Capital Deficit Drops to $221K
NEW HEIGHTS: Asks Court to Approve $1 Million DIP Financing Pact
NORTEL NETWORKS: Federal Grand Jury Subpoenas Documents
NORTHWESTERN CORP: Montana Regulators Agree Not to Oppose Plan

NQL DRILLING: Considers Sale & Taps Simmons to Evaluate Options
NRG ENERGY: Remaining Debtors Ask To Extend Exclusive Periods
ONLINE POWER: Files Chapter 11 Petition in Colorado Bankr. Court
PARMALAT FINANZIARIA: Reports Key Actions in April 2004
PARMALAT USA: Creditor-Supported Farmland Plan in the Works

PLAINS EXPLORATION: S&P Raises Corporate Credit Rating to BB
PUBLICARD: Balance Sheet Insolvent by $3.4 Million at March 31
RURAL/METRO: March 31 Balance Sheet Upside Down by $209 Million
SAFFRON FUND: Stockholders Back Liquidation & Dissolution Plan
SENTRY TECHNOLOGY: Equity Deficit Widens to $195,000 at March 31

SIERRA HEALTH: S&P Affirms B+ Ratings & Shifts Outlook to Positive
SLATER STEEL: Obtains Exemptions From Filing Financial Statements
SOLUTIA INC: Proposes Key Employee Retention Program
SPIEGEL GROUP: Retains Sheppard Mullin as Special Labor Counsel
STILLWATER MINING CO: S&P Rates Proposed $180MM Bank Loan at BB

STRUCTURED ASSET: Fitch Upgrades 11 Series 2001-C8 Classes
TAHOE EDGELAKE: Case Summary & 20 Largest Unsecured Creditors
TIMKEN CO: Plans to Close Canton Bearing Manufacturing Operations
TRITON PCS: S&P Places Low-B Ratings on CreditWatch Negative
TERPHANE HOLDING: S&P Rates $100MM Senior Secured Notes at B-

THERMACLIME INC: S&P Rates Corporate & $90MM Senior Debt at B-
TELUS CORP: Microcell Bid Prompts S&P's Negative Ratings Watch
WEIRTON: IRS Presses for Payment of Employee Withholding Taxes
WESTPOINT STEVENS: Wants To Assume Raymond Leasing Contracts
WORLDCOM INC: Plans To Secure $1 Bil. Financing to Boost Liquidity

* Judge Wolin Booted from Three of Five Delaware Asbestos Cases
* Ryan Beck Bolsters Investment Research and Banking Capabilities
* U.S. Sup. Ct. Says State-Backed Student Loans Can Be Discharged

* Large Companies with Insolvent Balance Sheets

                           *********

AFM HOSPITALITY: Expects to File Delayed Financial Reports by June
------------------------------------------------------------------
AFM Hospitality Corporation (TSX:AFM) announced that it will be
late in filing its 2003 annual financial statements, management
discussion and analysis, annual information form, in addition to
the 2004 interim financial statements and management discussion
and analysis for the quarter ended March 31, 2004. The 2003
statements are required to be filed no later than May 19 and the
first quarter interim statements are required to be filed no later
than May 17 under the new rules. Based on the work completed to-
date, AFM anticipates that the 2003 annual statements will be
filed in early-June and first quarter 2004 interim statements will
be filed by late-June. In the event AFM does not file its annual
statements by July 19 or its interim statements by July 17, the
Securities Commission may impose an Issuer Cease Trade Order. AFM
Hospitality intends to satisfy the provisions of the Alternative
Information Guidelines during the period it remains in default of
the financial statement requirement.

AFM recently announced the appointment of James D. Meier as its
new CFO on April 27, 2004. Mr. Meier, with the concurrence of
Company's management and its board of directors, believes it is
prudent to invest additional time to review AFM's books, records,
and related disclosures in accordance with company guidelines and
the new disclosure standards as AFM completed several complex
transactions during 2003.

AFM, in accordance with its expansion into the United States, will
continue to focus on increasing participation in this broader
market. As it moves towards geographic diversification, AFM
recognizes the needs of shareholders in both Canada and the United
States and is shifting its policies and procedures to be compliant
with the strictest requirements of both jurisdictions.

Additionally, as announced on March 1, 2004, AFM entered into an
agreement to acquire the assets of Boutique Hotels & Resorts
International(R) to a new subsidiary of AFM. A key strategic goal
of AFM is to enhance its franchise and asset management leadership
position with value-added acquisitions and industry alliances. AFM
believes that achievement of this goal will help attract
additional investment capital to facilitate future growth.

              About AFM Hospitality Corporation

AFM Hospitality Corporation owns AFM Preferred Alliance Group
Inc., AFM Asset Management Inc., AFM Hospitality (USA)
Corporation, Northwest Lodging International (USA) Inc., Northwest
Lodging International (Canada) Inc., AFM Asset Management
Services, Inc., Trigild International, Inc., Special Asset
Services, Inc. and Staffing Services International, Inc. It is the
exclusive Canadian Master Franchisor for Aston, Best Inns,
Hawthorn Suites, Howard Johnson, Knights Inn, La Quinta, Park
Plaza, Park Inn, Traveller's Inn and Villager Lodge. AFM
Hospitality Corporation operates or has open and/or executed
franchise and management agreements with more than 300 hotels,
restaurants and other nationally franchised service businesses
throughout North America. The company's focus is to increase the
number of hotels franchised by the respective brands, franchise
new brands, build the portfolio of hotel management agreements,
provide valuable resources and hospitality experience to help
hotel owners grow their business, and to acquire other franchise
businesses related to the hospitality industry, while making
available property management services. AFM Hospitality
Corporation is a publicly traded company listed on the Toronto
Stock Exchange (TSX: AFM) and may be reached at
http://www.afmcorp.com/


AIR CANADA: Yohan Cherrier Wants Probe to Determine Liability
-------------------------------------------------------------
Yohan P. Cherrier asks the CCAA Court to determine whether
certain organizations and individuals involved in Air Canada's
insolvency proceedings are above or exempt of the Laws of Canada,
and remove these individuals from their active role in the
reorganization of Air Canada.  Mr. Cherrier believes that these
individuals and organizations have information with regard to the
Air Canada fiasco, and bear some measure of scrutiny.

Mr. Cherrier also wants a public inquiry initiated by methods and
recourse of the Canadian judicial system to determine where the
tens of billions of taxpayer dollars went in relation to a
government handout given exclusively to "the then Crown
Corporation known as 'Air Canada' in 1988 as part of the
privatization of that Crown Corporation."  Air Canada was
forgiven CN$4,500,000,000 in debt.  The airline was given 35 new
Airbus A320s plus all of the other remaining aircraft, ground
facilities and associated equipment.

Mr. Cherrier is an Air Canada flight attendant and an elected
member of the Airline Division of the Canadian Union of Public
Employees Tabulating Committee.  Mr. Cherrier worked as flight
attendant for CP Air in 1986 before it merged with other airlines
to form Canadian Airlines International, Inc., in 1988.  CAIL
merged with Air Canada in 1999.

Mr. Cherrier also asks the Court to determine if a Quebec justice
remains seized with a decision to limit the ownership of Air
Canada by an individual or group of individuals or any
organization, not more than 10% of the global size of Air Canada
-- as was the case when CAIL, in association with its partners,
made an offer to purchase Air Canada in 1999.

Mr. Cherrier also wants the Court to appropriate the share in Air
Canada that is due the employees of CAIL for their investments
into the airline industry.  This appropriation, Mr. Cherrier
asserts, should be valued at not less than CN$200,000,000 and in
all cases no less than, or of equal value to the new market value
of the reorganized Air Canada.

Upon learning that Mr. Justice Farley had earlier lifted the CCAA
stay to allow the Federal Court of Appeal to release its judgment
in the case Canadian Human Rights Commission v. Air Canada and
Canadian Union of Public Employees (Airline Division), Mr.
Cherrier wrote the Intake Officers of the Human Rights Commission
to reopen his complaint file No. 20020463.  In anticipation of
possible decisions to be released by the Federal Court of Appeal,
Mr. Cherrier also wrote Trinity Time Investments' Victor Li and
Harold Gordon.  Mr. Cherrier wanted to expose the wrong doings
and collusion between Air Canada and the executives of the Air
Canada component of CUPE.

As a Tabulating Committee member of the Airline Division, Mr.
Cherrier is privy to information with regard to dubious activity
of an electoral nature on the part of the Air Canada component
executives.  According to Mr. Cherrier, this information had
become common knowledge to the entire Tabulating Committee.

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)


AIR CANADA: Agrees with Financial Superintendent on Pension Relief
------------------------------------------------------------------
Air Canada announced that it has reached an agreement with the
Office of the Superintendent of Financial Institutions in respect
of pension funding relief. The agreement establishes a Protocol
under which OSFI will recommend to the Federal government the
adoption of a regulation which would allow Air Canada to extend
the payment of pension plan solvency deficiencies over a period of
10 years as opposed to the current maximum of 5 years.

The Protocol provides that the solvency deficiencies will be paid
down in accordance with an agreed upon schedule of variable annual
payments as opposed to the current regulatory requirement for
equal annual payments. Air Canada has agreed to request court
approval to remit approximately $34 million in special payments to
certain pension plans immediately.

In consideration of OSFI proposing a regulation allowing for the
elimination of any deemed trust which may have arisen as a result
of required solvency deficit payments prior to the execution of
the Protocol, Air Canada and OSFI have agreed that upon Air
Canada's emergence from CCAA proceedings, the pension plan
trustees will receive subordinated secured promissory notes in the
aggregate amount of $346.6 million with a second charge over the
assets of Air Canada. The notes will be reduced as solvency
payments are made in accordance with the agreed-upon schedule. The
terms of the notes will not materially affect the aircraft and
exit financing to be made available to Air Canada pursuant to the
Global Restructuring Agreement with GECAS nor materially restrict
any future secured or unsecured financing.

The implementation of the Protocol is conditional upon

     (i) CCAA emergence on or prior to December 31, 2004;
    (ii) the amended regulations coming into effect, and
   (iii) consent being obtained from plan beneficiaries through
         the unions and court appointed representatives of non-
         unionized employees and retirees.

The Protocol satisfies the funding relief condition in the Standby
Purchase Agreement with Deutsche Bank, eliminating one of the two
remaining conditions that must be satisfied by May 15, 2004.

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: Reaches Pact with Dispatchers on Cost Realignment
-------------------------------------------------------------
Air Canada reaches tentative agreement with CALDA on labour cost
realignment

Air Canada announced that it has reached a tentative agreement on
cost realignment with the Canadian Airline Dispatchers Association
representing the mainline carrier's flight dispatchers. The
agreement, subject to ratification by union membership, meets the
target set for CALDA's share of the $200 million cost savings to
be achieved in order to satisfy the labour condition in the
Deutsche Bank Standby Purchase Agreement.

"We commend CALDA's leadership for their contribution towards
ensuring Air Canada's successful restructuring," said Rob Reid,
Senior Vice President, Operations.

Tentative agreements were reached earlier this morning with the
Air Canada Pilots Association and the International Association of
Aerospace Workers, and talks continue with Air Canada's other
unions.

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: Pilot Group Agrees to Labor Cost Realignment
--------------------------------------------------------
Air Canada announced that it has reached a tentative agreement on
cost realignment with the Air Canada Pilots Association,
representing approximately 3000 pilots at the mainline carrier.
The agreement, subject to ratification by union membership, meets
the target set for ACPA's share of the $200 million cost savings
to be achieved in order to satisfy the labour condition in the
Deutsche Bank Standby Purchase Agreement.

The agreement, reached after two (2) weeks of intense
negotiations, concludes a major part of the conditions set by
Deutsche Bank. Representatives of ACPA are continuing to discuss
other conditions of the Agreement including a provision dealing
with the Associations grievances and claims arising from the
restructuring.

"Air Canada's pilots have repeatedly and significantly contributed
throughout the CCAA process to ensure the airline's successful
restructuring and we salute their Association leadership for their
decisive action in reaching agreement on the cost savings
necessary to keep our restructuring on track," said Rob Reid,
Senior Vice President, Operations.

"We have always said that Air Canada's pilots were committed to
see our company emerge from the restructuring process as a
stronger, more efficient airline, poised to be competitive in an
increasingly difficult market," said Captain Don Johnson,
President of the Air Canada Pilots Association. "This recent
agreement further demonstrates this commitment".

No further information on the tentative agreement will be released
by ACPA until they inform the pilot membership of the details of
the agreement. The agreement remains subject to a ratification
vote by ACPA's membership expected to get underway in the near
future.

The Air Canada Pilots Association is Canada's largest professional
pilots group, representing the 3300 pilots flying for Air Canada.

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: Machinists & Aero Workers Agree to Cost Realignment
---------------------------------------------------------------
Air Canada announced that it has reached a tentative agreement on
cost realignment with the International Association of Machinists
and Aerospace Workers, representing 14,500 technical operations
and airport ground service, finance, cargo and clerical personnel.
The agreement, subject to ratification by union membership, meets
the target set for the IAMAW's share of the $200 million cost
savings to be achieved in order to satisfy the labour condition in
the Deutsche Bank Standby Purchase Agreement.

"I commend the IAMAW executive for their leadership role in
ensuring our restructuring remains on track," said Paul Brotto,
Executive Vice President, Planning and Cost Management. "Progress
has been made and talks are ongoing with Air Canada's other
unions."

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.


AMERICAN SKIING: Eliminates about $58.5 Mil. Of Real Estate Debt
----------------------------------------------------------------
American Skiing Company announced the completion of its real
estate debt restructuring. The Company's real estate development
subsidiary, American Skiing Company Resort Properties, Inc.,
finalized the restructuring of its $73 million Real Estate Term
Facility led by Fleet National Bank and eliminated approximately
$58.5 million in real estate debt from the consolidated balance
sheet of American Skiing Company.

"The elimination of these defaults is critically important to the
Company and allows us to continue to strengthen our relationship
with our lenders and capital partners," said Betsy Wallace, Chief
Financial Officer of American Skiing Company. "All of the debt of
American Skiing Company and its subsidiaries, including our real
estate subsidiaries, is in compliance with all applicable
financial covenants. We are now solely focused on creating
opportunities for the future."

The restructuring creates a new partnership between the Company's
Killington Resort and SP Land, an affiliate of Eiger, Inc., one of
the lenders under the Real Estate Term Facility.

"Completing this transaction allows for further design and
planning associated with the Killington Village," said Allen
Wilson, president of Killington Resort. "We believe that the new
company has the real estate expertise and financial resources
necessary to take the Village from a planning stage to fruition.
This will enable Killington to maintain its position as one of the
nation's premier destination resorts for decades to come."

               About American Skiing Company

Headquartered in Park City, Utah, American Skiing Company (OTC:
AESK) is one of the largest operators of alpine ski, snowboard and
golf resorts in the United States. Its resorts include Killington
and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in
Maine; Attitash Bear Peak in New Hampshire; Steamboat in Colorado;
and The Canyons in Utah. More information is available on the
Company's Web site, http://www.peaks.com/


ANC RENTAL: Blank Rome And Fried Frank Withdraw As Counsel
----------------------------------------------------------
Blank Rome, LLP, and Fried, Frank, Harris, Shriver & Jacobson,
LLP, withdraw as the ANC Rental Corporation Debtors' counsel.  The
Debtors consented to the withdrawal and Gazes & Associates, LLP,
and Stevens & Lee, PC, will serve as substitute counsel to
represent the debtors' interests post-confirmation.

Since the time the Plan was negotiated, all parties-in-interest
sought to streamline the liquidation process and minimize the
attorneys' fees and costs related to the liquidation.  Consistent
with that effort, it was contemplated that on confirmation, the
Official Committee of Unsecured Creditors would be dissolved and
its professionals released.  It was also contemplated that
neither Blank Rome nor Fried Frank would continue in their roles
as counsel to the Debtors on a post-confirmation basis.

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


ANTARES PHARMA: $15MM Capital Infusion Strengthens Balance Sheet
----------------------------------------------------------------
Antares Pharma, Inc. (OTC Bulletin Board: ANTR) reported that when
comparing the first quarter 2003 to the first quarter 2004,
revenues decreased 20% while gross margins increased from 44.8% to
52.4%, or 7.6 percentage points. In addition, operating expenses
decreased 5%, net operating loss improved 5% and other expenses
improved 93%. Net loss per share improved 73%, partially due to a
decrease in net loss and partially due to a 144% increase in
average common shares outstanding. The decrease in total revenue,
year to year, resulted primarily from receiving a periodic
licensing fee in 2003 as reflected in the following schedule of
Reconciliation of Billings to Revenue.

There was a significant improvement of 93% in other expense as the
result of nonrecurring charges, in the first quarter of 2003,
related to restructuring our convertible debentures.

Five of our agreement partners contributed to revenues during this
first quarter 2004. At the current stage of the company's
development, quarterly revenues are entirely a function of the
internal dynamics of these various agreements, may fluctuate from
quarter to quarter and, therefore, do not necessarily reflect the
progress we are making in working with all of our contracting
partners to bring important new products to market.

Dr. Roger G. Harrison, Chief Executive Officer and President of
the Company stated, "We have had exceptional progress in this
first quarter. Most importantly, we raised $15.1 million in
additional capital, which gives us a much stronger financial
position. In addition, we received two U.S. patents during this
time period, one on our Easy Tec(TM) oral fast-melt technology and
the other on our next generation needle-free device, named
Valeo(TM), both of which further strengthen our intellectual
property portfolio. We also announced that we completed a Phase I
trial with oxybutynin gel, a topical treatment for overactive
bladder, with very promising results; that we signed license and
development agreements with ProSkelia and NPMG for topical gel
products; and that our partner in Japan, JCR Pharmaceuticals Co.
Ltd., has received approval for using our VISION(R) needle-free
device to administer human growth hormone. These are all exciting
milestones that serve to validate our business strategy and
technology platforms."

                     Balance Sheet

Cash increased from $1.9 million to $15.1 million, total assets
increased from $5.9 million to $19.1 million, and net
shareholders' equity increased from $0.3 million to $13.5 million
from December 31, 2003, to March 31, 2004, respectively, all due
primarily to the $15.1 million private sale of common equity in
February and March 2004.

                  About Antares Pharma

Antares Pharma develops specialty pharmaceutical products,
including needle-free and mini-needle injector systems,
transdermal gel technologies, and fast-melt oral tablet
technology. These delivery systems are designed to improve both
the efficiency of drug therapies and the patient's quality of
life. The Company currently distributes its needle-free injector
systems in more than 20 countries. In addition, Antares Pharma
conducts research and development with transdermal gel products
and currently has several products in clinical evaluation with
partners in the U.S. and Europe. The Company is also conducting
ongoing research to create new products that combine various
elements of the Company's technology portfolio. Antares Pharma has
established collaborations with 13 pharmaceutical and distribution
companies for a number of indications and applications, including
diabetes, growth disorders, obesity, female sexual dysfunction and
other hormone therapy. Antares Pharma has corporate headquarters
in Exton, Pennsylvania, with manufacturing and research facilities
in Minneapolis, Minnesota, and research facilities in Basel,
Switzerland. To learn more about Antares Pharma, visit its web
site at http://www.antarespharma.com/

                         *   *   *
In its Form 10-K for the year ended December 31, 2003 filed with
the Securities and Exchange Commission, Antares Pharma reports:

"Effective July 1, 2003, the Company's securities were delisted
from The Nasdaq SmallCap Market and began trading on the Over-the-
Counter (OTC) Bulletin Board under the symbol "ANTR.OB," after the
Nasdaq Listing Qualifications Panel determined to delist the
Company's securities.

"The delisting from The Nasdaq SmallCap Market constituted an
event of default under the restructured 8% debentures. However,
the Company obtained letters from the debenture holders in which
they agreed to forbear from exercising their rights and remedies
with respect to such event of default, indicating they did not
intend to accelerate the payment and other obligations of the
Company under the debentures. The debenture holders reserved the
right at any time to discontinue the forbearance and, among other
things, to accelerate the payment and other obligations of the
Company under the 8% debentures. If the debenture holders had
decided to discontinue their forbearance, the debentures would
have become due and payable at 130% of the outstanding principal
and accrued interest. Because the debenture holders retained the
right to discontinue the forbearance and this option was outside
the control of the Company, the Company was required to record an
expense and a liability of $508,123 for the 30% penalty in future
periods until the debentures were converted to common stock, at
which time the liability was removed and offset against the loss
on conversions of debt to equity.

"On September 12, 2003, the holders of the Company's 8% Senior
Secured Convertible Debentures and Amended and Restated 8% Senior
Secured Convertible Debentures exchanged the outstanding
$1,218,743 aggregate principal and accrued interest of the
Debentures for 243,749 shares of the Company's Series D
Convertible Preferred Stock. Each share of Series D Preferred is
currently convertible into ten shares of the Company's Common
Stock, resulting in an aggregate of 2,437,490 shares of Common
Stock issuable upon conversion of the Series D Preferred. As a
result, the Series D Preferred is convertible into the same number
of shares of Common Stock as were the Debentures. In connection
with the exchange of the Debentures for the Series D Preferred,
the holders of the Debentures executed lien release letters
terminating the security interest they held in the Company's
assets. As consideration for the release of the security interest,
the Company adjusted the exercise price of certain warrants issued
to the holders of the Debentures on January 31, 2003 from $0.55
per share to $0.40 per share. These warrants are exercisable for
an aggregate of 2,932,500 shares of Common Stock and are
redeemable at the option of the Company upon the achievement of
certain milestones set forth in the warrants. In connection with
the exchange of the Debentures for the Series D Preferred and the
reduction in the warrant exercise price, the Company recognized a
loss on conversion of $6,017,346 during the quarter ended
September 30, 2003. The loss consists of the fair value of the
Series D Preferred plus the increase in fair value of the warrants
due to the reduction in the exercise price, less the carrying
value of the Debentures. The carrying value of the Debentures
included the aggregate principal and accrued interest less
unamortized discount and premium.

"In February and March 2004 the Company received net proceeds of
$13,853,400 in three private placements of its common stock. A
total of 15,120,000 shares of common stock were sold at a price of
$1.00 per share. The Company also issued five-year warrants to
purchase an aggregate of 5,039,994 shares of common stock at an
exercise price of $1.25 per share.

"On December 30, 2003, when the availability of equity funds was
unknown, the Company offered a 30% discount in the exercise price
to holders of warrants with an exercise price of under $1.00. This
offer expired on March 1, 2004, at which time the Company received
proceeds of $821,100 from the exercise of warrants for 2,932,500
shares of common stock.

"As a result of the debt to equity conversions in 2003 reducing
future cash obligations and the private placement proceeds
received in 2003 and 2004, management believes the Company is
financially prepared to support operations until the Company
achieves profitability and is able to generate its own working
capital."


ATLAS COLD STORAGE: FY 2003 Net Loss Balloons to $40.3 Million
--------------------------------------------------------------
Atlas Cold Storage Income Trust announced financial results for
the year ended December 31, 2003 and for the first quarter ended
March 31, 2004.

                  First Quarter 2004

Revenues declined 8% to $110.9 million from $120 million in the
same period a year earlier, principally due to the strengthening
of the Canadian dollar relative to the U.S. dollar. Earnings
before property lease rental, interest, depreciation,
amortization, write-downs and income taxes (EBITDAR) was
$8.2 million versus $20.1 million in 2003. However, the quarter
ending March 31 marks Atlas' third consecutive quarter of growth
in EBITDAR before unusual professional fees. During the quarter,
pre-tax earnings were negatively affected by about $6.6 million of
unusual professional fees and $1.9 million related to the increase
in the value of the Canadian dollar.

Including discontinued operations, the net loss in the first
quarter was $5.3 million, compared with a net profit of $6.2
million in the corresponding period last year.

Atlas has not yet utilized the $19.7 million line of credit made
available under the Interim Agreement with its lenders. The full
amount of this line remains available to Atlas under the terms of
the agreement with our lenders.

The distributable cash deficit from continuing operations was
$0.4 million compared with positive cash generated in the
corresponding 2003 period of $12.4 million. No distribution was
made for the current quarter, while the Trust distributed $15.3
million or $0.25 per unit for the first quarter of 2003.

"Our results in the first quarter do not reflect the Trust's
ability to generate cash going forward," said David Williamson,
President and CEO. "In particular, our earnings have been affected
by costs directly related to a comprehensive process designed to
re-establish the integrity of Atlas' governance and financial
reporting processes. These are essential elements in allowing the
Trust to move forward," said Mr. Williamson. "While we still have
a number of hurdles ahead, Atlas can now focus on reducing these
unusual expenses and pursuing the operational improvements we
believe are available."

"We continue to make progress in our efforts to restore investor
confidence in Atlas," said Peter Dey, Chairman. "As planned, a new
slate of trustees and directors will soon be proposed to
unitholders. We are continuing discussions with our advisors, RBC
Capital Markets, to effect a recapitalization of the Trust. With
the appointment of David Williamson as President and CEO, and the
release of the year end and first quarter results, the Trust is
moving closer to where senior management and the board can focus
more directly on operations and performance and less on
extraordinary issues."

                     Fiscal 2003

Revenues rose 84% to $489.9 million compared to 2002, while
EBITDAR declined 1% to $60.6 million. The increase in revenues was
primarily attributable to acquisitions completed in 2002. During
the year, earnings were negatively affected by $7.2 million in
costs associated with the investigation and restatement of Atlas'
financial statements and $7.5 million related to the increase in
the Canadian dollar. After adjusting for these two items, EBITDAR
in 2003 was $75.3 million, up 23% from the prior year.

The net loss in 2003, after tax recoveries and losses from
discontinued items, was $40.3 million in 2003 compared to a net
loss of $18.4 million in 2002. A significant cost item in both
years was the write-down of goodwill, which amounted to $39.3
million in 2003 and $32.2 million in 2002.

Distributable cash from continuing operations was $21.8 million in
2003 compared with $37.8 million in 2002.

The Trust has not paid cash distributions since the second quarter
of 2003. The timing and amount of any future distributions will
depend upon, among other factors, the successful completion of the
recapitalization and the Trust's financial condition, results of
operations and capital requirements.

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

                        *   *   *

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


BEACON POWER: Net Loss Drops to $2.1 Million in First Quarter 2004
------------------------------------------------------------------
Beacon Power Corporation (Nasdaq: BCON), a development stage
company that designs, develops, configures and offers for sale,
sustainable energy storage and power conversion systems that
provide highly reliable, high-quality, environmentally friendly,
uninterruptible electric power, announced that it has filed its
quarterly report on Form 10Q its financial results for the first
quarter ended March 31, 2004 and an amended 2003 Form 10-K on Form
10-K/A with the Securities and Exchange Commission.

For the first quarter of 2004, the Company reported revenue of
$57,408 and a net loss of $2.1 million, or ($0.05) per share,
compared with a net loss in the first quarter of 2003 of $2.2
million, or ($0.05) per share. During the first quarter of 2004,
the Company incurred costs of $1.0 million in R&D, $1.1 million in
SG&A and recorded depreciation of $46,587. At March 31, 2004 the
Company had $7.1 million in cash and cash equivalents. The
Company's working capital was $7.1 million.

The Company also filed a Form 10-K/A to reflect accounting
adjustments to its balance sheet. The balance sheets for the years
ending December 31, 2003, 2002 and 2001 were adjusted. The
adjustments did not affect the net losses reported on the
Consolidated Statement of Operations and did not have a material
affect on the balance sheet as a whole.

At March 31, 2004, Beacon Power Corporation's balance sheet shows
a decrease in stockholders' equity to $7,919,380 as compared to
the $9,692,006 equity reported at December 31, 2003.

"We are very pleased to report revenue for the first time on sales
of our Smart Power M5 power conversion systems. We are optimistic
about the continued and increasing sales prospects of this product
as we continue our installer certification program along with
expanded sales and marketing efforts," said Bill Capp, president
and CEO. "We are also encouraged by the consistent record of
trouble free installations and by repeat orders from distributors.

"In addition to our photovoltaic products, we are excited by the
positive reaction we are receiving to the Smart Energy Matrix
product opportunity. Beacon Power recently became a member of the
PJM Regional Transmission Organization as a step towards providing
regulation services. Regulation services are critical to the
stable operation of the North American electrical grid, and
reached a record high market price in 2003. We believe that the
Smart Energy Matrix, with its low operating costs and uniquely
fast response can become an important participant in this critical
and growing market."

               About Beacon Power Corporation

Beacon Power Corporation designs and develops sustainable energy
storage and power conversion solutions that provide reliable
electric power for the renewable energy, telecommunications,
distributed generation and UPS markets. Beacon's latest product is
the Smart Power M5, a 5-kilowatt power conversion system for grid-
connect solar power applications. The Smart Power M5 is a UL-
approved, "all-in-one" power conversion system incorporating
multiple high-performance components in one unit that delivers
instantaneous power in the event of a grid outage. Beacon is also
known for its advanced flywheel-based Smart Energy systems,
designed to provide reliable, environmentally friendly power
quality solutions for electric utility transmission and
distribution and other applications.

For more information, go to http://www.beaconpower.com/

                     *   *   *

As reported in the Troubled Company Reporter's April 1, 2004
edition, Beacon states that while it had cash and cash equivalents
of approximately $9.3 million at December 31, 2003, it continues
to incur losses. Based on the Company's rate of expenditure of
cash, and the additional expenditures expected in support of its
business plan, the Company will require additional financing in
early 2005 to continue as a going concern. Because there is no
certainty of Beacon successfully completing the required
financing, the Company's independent auditors inserted an
explanatory paragraph related to a going concern uncertainty into
the Company's most recent Form 10K. The Company is pursuing an
equity investment to alleviate these concerns.

"We have taken significant actions to reduce our cash expenditures
while maintaining our technical capabilities and focused on
identifying market opportunities. These efforts have resulted in
the introduction of our Smart Power M5 inverter system and market
interest in our Smart Energy Matrix flywheel systems for frequency
regulation of the power grid," said Bill Capp, president and CEO
of Beacon Power. "We will need to obtain an equity investment by
early 2005 to continue to execute our business plan and based on
the growing market interest in our products, I believe that we
will raise the necessary funds to continue operations and
implement our plan."


BIOGAN INT'L: Files Plan and Disclosure Statement in Delaware
-------------------------------------------------------------
Biogan International, Inc., filed its Disclosure Statement along
with its Liquidating Chapter 11 Plan with the U.S. Bankruptcy
Court for the District of Delaware.

Full-text copies of the documents are available for a fee at:

  http://www.researcharchives.com/bin/download?id=040429033656

                           and

  http://www.researcharchives.com/bin/download?id=040429034122

The Plan is a plan of liquidation under chapter 11 that
contemplates the complete liquidation of the assets of the Debtor
and distribution of all proceeds, first to satisfy the Allowed
Claims of administrative creditors and priority creditors, second
to holders of Allowed Secured Claims, and then to the holders of
Allowed Class 3 General Unsecured Claims in accordance with the
scheme of priorities established under the Bankruptcy Code, and
finally to all holders of Interests in the Debtor in Classes 4-8.

The summary of the Classification and Treatment of Claims and
Interests under the Plan is:

   Class            Treatment
   -----            ---------
   1 - Other        Unimpaired; will be paid in full in Cash as
   Priority Claims  soon as practicable after the later of (i)
                    the Effective Date and (ii) the date on
                    which such Claim becomes an Allowed Claim.

   2 - Secured      Unimpaired; will be paid in full in Cash
   Claims           after the later of (i) the Effective Date
                    and (ii) the date on which such Claim
                    becomes an Allowed Claim.

   3 - General      Unimpaired; will be paid in full in Cash by
   Unsecured        the Disbursement Agent after the later of
   Claims           (i) the Effective Date and (ii) the date on
                    which such Claim becomes an Allowed Claim.

   4 - Interests    Impaired; will receive 1 HMZ Common Share
   (Biogan Common   for every 12 Biogan Common Shares it holds
   Shares)          from the Disbursement Agent.

   5 - Interests    Impaired; will receive 1,000 HMZ Common
   (Series A        Shares for every 1 Series A Preferred Share
   Preferred        it holds from the Distribution Agent.
   Shares)


   6 - Interests    Impaired; will receive 8.33 HMZ Special
   (Series B        Shares for every 1 Series B Preferred Share
   Preferred        it holds from the Distribution Agent.
   Shares)

   7 - Interests    Impaired; will receive 1/12 of an HMZ Common
   (Series 1        Share for every 1 Series 1 Special Warrant
   Special          it holds from the Distribution Agent.
   Warrants)

   8 - Interests    Impaired; will receive 1/12 of an HMZ Common
                    Share and 1/24 of an HMZ Share Purchase
                    Warrant for every 1 Series 2 Special Warrant
                    it holds from the Distribution Agent.

Headquartered in Toronto, Ontario, Canada, Biogan International,
Inc., was a mineral products smelter and seller.  The Company
filed for chapter 11 protection on April 15, 2004 (Bankr. Del.
Case No. 04-11156).  Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor represent the Debtor.  When the Company filed
for protection from its creditors, it listed $9,038,612 in total
assets and $8,280,792 in total debts.


BUDGET GROUP: Intends To Assume & Assign Veritas Contracts
----------------------------------------------------------
The Budget Group Inc. Debtors notify the Court that they intend to
assume and assign three contracts to BRAC Group, Inc.:

   (1) Indenture of lease made and entered into as of January 1,
       2000 between Huber's, Inc., and Budget Rent-A-Car Systems,
       Inc., for property located at Plantside Drive, in
       Louisville, Kentucky;

   (2) Veritas Support and Software License Agreement, dated
       July 7, 2000, among VERITAS Software Global Corporation,
       Perot Systems and Ryder TRS, Inc.; and

   (3) Support Agreement, dated July 2000, among VERITAS Software
       Global Corporation, Perot Systems and Ryder TRS, Inc.

The intended assumption of the Veritas contracts, and other
related Veritas software agreements are contingent on the
assignment of these contracts to Cherokee Acquisition Corporation
pursuant to the Second Amended Plan.  To the extent the
assignment does not occur, the Debtors reserve the right to
reject these contracts.

                         Veritas Objects

Veritas wants the Court to deny the assumption and assignment of
the Veritas executory contracts as well as any other software
license and support agreements, and maintenance and service
agreements that may have been entered into between Veritas and
the Debtors.

Carl N. Kunz, III, Esq., at Morris, James, Hitchens & Williams,
LLP, in Wilmington, Delaware, relates that Veritas is the owner
of certain computer software used to back-up business records and
the software is subject to copyrights pursuant to the Copyright
Act.  Because the Software is subject to copyright protection
under the Act, Veritas' consent is required before the Software
may be assigned or transferred.  Typically, Veritas enters into
both a Software License and Support Agreement and a Maintenance
Agreement with a customer.  Pursuant to the SLSA, Veritas grants
a non-exclusive license to a customer that permits the customer
to use the Software, reserves to Veritas all ownership rights in
and to the Licensed Software, and prohibits a licensee from sub-
licensing, assigning or otherwise transferring the License of the
Licensed Software without the express consent of Veritas.

In the event that the Court declines to deny the assumption and
assignment of the Veritas Contracts without further hearing,
Veritas asks the Court to direct the Debtors to file and serve:

   (1) an amended schedule to the Assumption Notice identifying
       the specific executory contracts that the Debtors desire
       to assume and assign, including the correct date of the
       contracts and the correct name of the individual Debtor
       who is a party to the contract;

   (2) copies of each and every executory contract that the
       Debtors believe are described by both the original
       Assumption Notice and the amended schedule requested; and

   (3) additional pleading setting forth its authority to assume
       and assign the SLSAs, including any License of any of
       Veritas' Licensed Software, without the express consent of
       Veritas and the payment of a transfer fee agreed upon by
       Veritas.

Furthermore, to the extent that the SLSAs, License or other
Veritas Contracts are not assumed and assigned with Veritas'
consent, Veritas asks the Court to:

   (1) direct the Debtors to certify that all of the Veritas
       Licensed Software and any other intellectual property
       subject to the Veritas Contracts has been deleted from any
       and all assets sold, transferred or abandoned to any third
       party pursuant to the Plan or otherwise or that may be
       acquired pursuant to any further sales contemplated by the
       Plan; and

   (2) grant further and additional protection as may be
       necessary to assure that none of the Veritas' Licensed
       Software or copies of them are transferred as part of any
       Transferred Assets and that the Debtor has taken all
       actions necessary to delete all copies of the Licensed
       Software or other intellectual property subject to the
       Licenses from any Transferred Assets.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CHAMPIONSHIP AUTO: Unable to Beat Extended Report Filing Deadline
-----------------------------------------------------------------
Championship Auto Racing Teams, Inc. (OTC Bulletin Board: CPNTE)
announced that it was unable to file its quarterly report for the
three month-period ending March 31, 2004 by May 17, 2004.

On March 30, 2004, the Company filed a Form 12b-25 with the SEC,
which grants an automatic fifteen-day extension to the Form 10-K
filing deadline in order to complete the audit of its financial
statements for the year ended December 31, 2003.

On April 14, 2004, the Company issued a press release which stated
that it was unable to complete its financial statements for the
year ended December 31, 2003 by March 30, 2004 due primarily to
the fact that its operating subsidiary CART, Inc. filed for
bankruptcy under the U. S. Bankruptcy Code in December 2003. The
sale of substantially all the assets of CART, Inc., and certain
other assets, was completed on February 13, 2004. The Company and
its accountants have been working diligently to finalize the
financial statements and the Form 10-K as quickly as possible.
Until the Form 10-K is filed, the Form 10-Q cannot be completed.
At this time, the Company is unable to predict when it will be in
a position to file its Form 10-K and therefore the Form 10- Q. It
is anticipated that the Form 10-Q will be filed along with or
shortly after the Form 10-K.

           About Championship Auto Racing Teams, Inc.

Championship Auto Racing Teams, Inc. previously owned and operated
the Champ Car World Series. The Company has sold all of its
operating assets and is in the process of winding up its affairs.

                        *    *    *

On November 11, 2003, in response to a request by the management
of Championship Auto Racing Teams Inc., that Deloitte & Touche
LLP, the Company's independent auditor, reissue its report on the
Company's financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, and in
connection with the filing by the Company of a proxy statement on
November 13, 2003 relating to the pending transaction with Open
Wheel Racing Series LLC, Deloitte & Touche informed management
that its report on the Company's financial statements as of
December 31, 2002 and 2001, and for each of the three years in the
period ended December 31, 2002 would include an explanatory
paragraph indicating that developments during the nine-month
period ended September 30, 2003 raise substantial doubt about the
Company's ability to continue as a going concern.


CHOICE ONE: Stockholders' Deficit Widens to $684MM at March 31
--------------------------------------------------------------
Choice One Communications (OTCBB: CWON), an Integrated
Communications Provider offering facilities-based voice and data
telecommunications services, including Internet solutions, to
clients in 29 Northeast and Midwest markets, announced first
quarter 2004 operating and financial results.

"During the first quarter, we continued to grow our business,
achieving continued strong sales of our bundled voice and data
services and installing more than 12,000 net new lines," commented
Steve Dubnik, Chairman and Chief Executive Officer. "The
introduction of new products and services, such as Select
Savings.free, our innovative bundled voice and data services
offering introduced last August, is allowing Choice One to compete
across a broader client segment, increase our average client size
and increase our penetration of data services. During the first
quarter, Select Savings.free accounted for nearly half of our net
lines sold."

First quarter revenue was $81.2 million, up slightly from first
quarter 2003 revenue of $80.1 million. Network costs were $37.6
million, or 46.4% of revenue, compared with $40.5 million, or
50.6% of revenue for first quarter 2003. Selling, general and
administrative (SG&A) expenses were $36.3 million for the first
quarter, compared with $31.9 million a year ago as the company
invested in programs intended to accelerate growth.

EBITDA was $7.2 million, or 8.8% of revenue, compared with $7.7
million, or 9.6% of revenue for first quarter 2003. First quarter
capital expenditures were $5.3 million, compared with $1.9 million
a year ago. A significant portion of first-quarter 2004 capital
expenditures related to integrated access devices (IADs) installed
at client locations to support Select Savings.free and other
bundled voice and data offerings. Cash flow from operations was
$2.4 million for the quarter, a $10.5 million improvement from
first quarter 2003. First quarter 2004 marks the third consecutive
quarter in which Choice One had positive cash flow from
operations.

Cash interest expense (see Note 2) was $7.2 million in the first
quarter, compared with $7.4 million for the first quarter of 2003.
At March 31, 2004, the company had $13.1 million of cash on hand.

Net loss applicable to common stockholders was $40.0 million, or
$0.74 per share, in first quarter 2004 compared with $38.6
million, or $0.72 per share, in first quarter 2003.

At March 31,2004, Choice One Communications' balance sheet shows a
stockholders' deficit of $684,402,000 compared to the $644,995,000
deficit at December 31, 2003.

               Amendment to Credit Agreement

On May 12, 2004, the company and its lenders entered into an
amendment to the company's Senior Credit Facility. The amendment
replaced the requirement that the company maintain an aggregate
minimum amount of cash and committed financing of $10 million
during the period from May 11, 2004 through June 30, 2004 with a
requirement to maintain an aggregate minimum amount of cash and
committed financing of $6 million during the period from May 11,
2004 through November 15, 2004. The amendment does not affect
other financial covenants to maintain certain leverage, fixed
charges and interest coverage ratios, which become effective on
September 30, 2004.

               Sales, Marketing and Operations

Choice One continues to focus on products and services designed to
enable the company to compete across a broader client segment. In
January, Choice One announced the introduction of residential
voice services across its operating footprint in New York State.

To capitalize on the market demand for data services and the
company's sales success with Select Savings.free, Choice One
continues to expand the availability of its bundled high-speed
Internet services. During the quarter, Choice One added three new
Select Savings.free voice and data bundles, which include enhanced
data features, firewall, network address translation (NAT) and web
hosting. Additionally, the company introduced a portfolio of new
conference calling services specifically designed for business
clients.

In April, Choice One further expanded Select Savings.free with the
introduction of Select Savings.free Unlimited, the company's
portfolio of new unlimited calling plans. Select Savings.free
Unlimited provides substantial value for high-volume users by
combining the predictability of flat-rate calling plans with
Choice One's free high-speed Internet access. The company also
introduced competitively priced toll-free calling plans and
expanded offerings for multi-location clients.

At March 31, 2004, the company's market penetration was estimated
at 8.7% of business access lines compared with 8.2% a year ago.
The company's first quarter monthly attrition rate of 1.4% was
consistent with prior quarters and, we believe, continues to be
one of the lowest in the industry.

Choice One's overall lines in service grew by 2.4% during the
first quarter and data lines grew by 15%. The company continues to
install an increasing percentage of its orders via integrated
access technologies such as digital subscriber line (DSL) and T-1
circuits. This dramatically reduces the ongoing cost to provide
service to clients. During the first quarter, approximately two-
thirds of the company's new lines were installed via integrated
access technologies.

"During 2004, we will continue to explore access technologies,
such as voice over IP (voice over Internet protocol) that will
enable us to introduce new applications to our clients and drive
greater network efficiencies," added Mr. Dubnik. "Our recent
announcement to partner with Lucent Technologies to trial their
Lucent Softswitch represents an important step forward in our
evaluation of voice over IP technology. This will allow Choice One
to begin working with the technology and begin developing new
differentiated services, such as web collaboration and multimedia
services to meet the growing demands of our clients."

               About Choice One Communications

Headquartered in Rochester, New York, Choice One Communications
Inc. (OTCBB: CWON) is a leading Integrated Communications Provider
offering voice and data services including Internet solutions, to
businesses in 29 metropolitan areas (markets) across 12 Northeast
and Midwest states. Choice One reported $323 million of revenue in
2003, has more than 100,000 clients and employs approximately
1,400 colleagues.

For further information, visit http://www.choiceonecom.com/


COMDISCO: Releases Fiscal Second Quarter Financial Results
----------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) reported financial
results for its fiscal second quarter ended March 31, 2004.
Comdisco emerged from Chapter 11 on August 12, 2002. Under its
Plan of Reorganization, Comdisco's business purpose is limited to
the orderly runoff or sale of its remaining assets.

Operating Results: For the three months ended March 31, 2004,
Comdisco Holding Company, Inc. reported net earnings of
approximately $18 million, or $4.20 per common share (basic and
diluted). The per share results for Comdisco Holding Company, Inc.
are based on the 4.2 million shares of common stock outstanding as
of March 31, 2004.

For the six months ended March 31, 2004, total revenue decreased
by 51 percent to $80 million and net cash provided by operating
activities decreased by 83 percent to $125 million, compared to
the six months ended March 31, 2003. The company expects its total
revenue and net cash provided by operating activities to continue
to decrease until the wind-down of its operations is complete.

The company's total assets decreased by 23 percent to $287 million
as of March 31, 2004 from $373 million as of September 30, 2003.
The $287 million of total assets as of March 31, 2004 included
over $206 million of cash. A portion of the cash balance was used
to fund the aggregate dividend payment of $48.3 million or $11.50
per common share and the aggregate cash payment of $11.8 million
or $.0781 per contingent distribution right ("CDR" OTC: CDCOR),
both of which were paid on May 6, 2004. A significant portion of
the remaining cash balance is being held by the company for the
potential liability related to the CDRs. The outcome and timing of
the resolution of the remaining disputed claims in the bankruptcy
estate of Comdisco, Inc. will significantly impact the amount of
the CDR liability and, therefore, the amount and timing of future
dividends and CDR payments.

As a result of bankruptcy restructuring transactions, adoption of
fresh-start reporting and multiple asset sales, Comdisco Holding
Company Inc.'s financial results are not comparable to those of
its predecessor company, Comdisco, Inc. Please refer to the
company's quarterly report on Form 10-Q filed on May 14, 2004 for
complete financial statements and other important disclosures.

                       About Comdisco

Comdisco emerged from chapter 11 bankruptcy proceedings on August
12, 2002. The purpose of reorganized Comdisco is to sell, collect
or otherwise reduce to money in an orderly manner the remaining
assets of the corporation. Pursuant to Comdisco's plan of
reorganization and restrictions contained in its certificate of
incorporation, Comdisco is specifically prohibited from engaging
in any business activities inconsistent with its limited business
purpose. Accordingly, within the next few years, it is anticipated
that Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan. At that point, the company will cease
operations and no further distributions will be made.


CONCERT INDUSTRIES: Reports Improved First Quarter 2004 Results
---------------------------------------------------------------
Concert Industries Ltd. (TSX:CNG) announced its financial results
for the first quarter ended March 31, 2004.

"The growth in our revenues and increase in our gross margin this
quarter reflects, the improvement in the contribution of our North
American operations as a result of the turnaround plan which we
began implementing in September. Throughout this period the
European operations have continued to perform strongly showing a
12.1% improvement in revenue over the comparable quarter," stated
Raoul Heredia, President and CEO of Concert Industries Ltd. "Our
efforts to improve efficiency have also contributed to an
improvement in cash flow generation as witnessed by the increase
in our cash from operating activities this quarter." Mr. Heredia
also noted, "While we advance with the implementation of our
turnaround plan, we continue our discussions with creditors and
potential investors."

                  First Quarter Highlights

   -- European operations revenues up 12.1% to $25.0 million,
      EBITDA up 16.7% to $4.2 million

   -- North American operations revenues up 23.2% to
      $17.5 million, achieved breakeven EBITDA

   -- Achieved breakeven consolidated earnings before reorganizing
      costs

   -- Gross margin increased by 36.2% to $9.4 million over
      comparable prior year quarter

   -- CCAA Order extended for North American operations to
      June 30, 2004

For financial presentation purposes, Concert ACI Inc. has been
treated as discontinued operations.

                        CCAA Update

On August 5, 2003, the Company and certain of its North American
subsidiaries obtained an order from the Quebec Superior Court of
Justice providing creditor protection under CCAA Proceedings. The
Company's European operations are excluded from the CCAA
Proceedings. PricewaterhouseCoopers Inc. was appointed by the
Court to act as a Monitor, and this order is currently in effect
until June 30, 2004. A plan to turn the Company around was
approved by the Board of Directors on September 23, 2003 and in
this plan management anticipates that operational improvements and
other financial arrangements will result in improved operating
performance by the Company.

                  First Quarter Results

Results for the first quarter of 2004 showed a net loss of
$2.1 million (or $0.08 per share) compared to a net loss of
$2.6 million (or $0.09 per share) for the same period last year.
For continuing operations, the Company recorded a net loss of
$2.1 million (or $0.08 per share) compared to a net loss of
$1.9 million (or $0.07 per share) in the prior year. Included in
the net loss for the first quarter of 2004 are $1.2 million of
reorganizing expenses, whereas there were no such charges in last
year's results, prior to entering the CCAA Proceedings.
Reorganizing expenses were incurred as a result of the CCAA
Proceedings and primarily consisted of professional fees.

Revenues increased by $5.9 million to $42.5 million or 16.1%
compared to the first quarter in 2003, due to higher volumes in
both North America and Europe.

Gross margin was up by $2.5 million to $9.4 million, or 36.2%.
This increase in gross margin was a result of increased volumes,
improved productivity and reduced waste in both market segments.
As a percentage of revenue, the gross margin increased to 22.1%
from 18.9%, compared to the first quarter of 2003.

Fixed expenses remained at the same level as last year, $5.2
million, as cost reductions offset cost increases. Cost reductions
in the areas of administration, selling and marketing reflect the
effects of the Turnaround Plan, which included the relocation of
the corporate office to Gatineau. Increases in fixed
manufacturing, product development and overhead cost were incurred
to support efforts to improve productivity and reduce waste.

               Cash Flow/Financial Position

Cash from operating activities was $3.5 million including $3.3
million in changes in working capital. Cash used in investing
activities was $1.9 million. Part of the remaining excess cash was
used to reduce debt outstanding by $0.6 million. As at March 31,
2004, the Company had net borrowings under the DIP financing of
$4.9 million, and had drawn $1.5 million under its German bank
line of credit.

                   Subsequent Event

Melvyn Rowles, a director since November 1999, resigned May 14 for
personal reasons. "We thank Mel for his dedication and service to
the Company through a turbulent period," stated Mr. Heredia.

                  About the Company

Concert Industries Ltd. is a company specializing in the
manufacture of cellulose fiber based non-woven fabrics using
airlaid manufacturing technology. Concert's products have superior
absorbency capability and are key components in a wide range of
personal care consumer products, including feminine hygiene and
adult incontinence products. Other applications include pre-
moistened baby wipes, disposable medical and filtration
applications and tabletop products. The Company has manufacturing
facilities in Canada, in Gatineau and Thurso, Quebec, and in
Germany, in Falkenhagen, Brandenburg. The Company's web site is at
http://www.concert.ca/


COUNSEL CORP: March 31 Shareholders' Deficit Climbs to $16.6 Mil.
-----------------------------------------------------------------
Counsel Corporation (TSX:CXS) (NASDAQ:CXSN) reported its financial
results for the three months ended March 31, 2004. All amounts are
stated in US dollars.

Consolidated revenues from continuing operations for the first
three months of 2004 increased 11% to $35.8 million from $32.2
million in the first three months of 2003 primarily due to the
inclusion of $4.7 million in non-recurring revenue in its
communications business, Acceris Communications Inc.

The Company incurred a loss from continuing operations of $2.5
million, or $0.05 per share, basic and diluted, in the first three
months of 2004, compared with a loss of $14.3 million, or $0.70
per share, in the first three months of 2003. Including
discontinued operations, the Company incurred a net loss of $2.5
million or $0.05 per share, basic and diluted, for the three
months ended March 31, 2004, compared with a loss of $15.3
million, or $0.75 per share, for the three months ended March 31,
2003.

"As a result of the bold decisions and actions taken in 2003,
Counsel Corporation is experiencing positive momentum. We are
pleased with our progress," said Allan Silber, Chief Executive
Officer of Counsel Corporation.

At March 31, 2004, Counsel Corporation's balance sheet reported a
stockholders' deficit of $16,648,000 compared to a $14,150,000
deficit at December 31, 2003.

                About Counsel Corporation

Counsel Corporation (TSX: CXS)(NASDAQ:CXSN) is a diversified
company focused on acquiring and building businesses using its
financial and operational expertise in two specific sectors:
communications and real estate. Counsel's communications platform
is focused on building upon its existing communications
investment, Acceris Communications Inc. (OTCBB: ACRS), through
organic growth and by acquiring additional customer revenues.
Counsel's real estate platform has a focused strategy of investing
in and developing income producing commercial properties,
primarily retail shopping centers. For further information, visit
Counsel's website at http://www.counselcorp.com/


COVANTA ENERGY: Danielson Holding Launches Rights Offering
----------------------------------------------------------
Danielson Holding Corporation (Amex: DHC) announced that it
anticipates launching its previously announced rights offering on
or about May 18, 2004 once filings are made with the Securities
and Exchange Commission. The Danielson Board of Directors set May
17, 2004 as the record date for the rights offering.

Under the terms of the rights offering, holders of Danielson
common stock will be issued at no charge one non-transferable
warrant for each share of stock held by such holder at the opening
of business on May 17, 2004. Each warrant will entitle the holder
to purchase 0.75 shares of common stock for every warrant held at
an exercise price of $1.53 per share. In addition, in the event
all the warrants are not exercised, each warrant holder may also
subscribe for additional shares of stock at the same exercise
price pursuant to the oversubscription privilege.

The warrants will trade along with the underlying shares of
Danielson common stock and are not transferable separate from the
underlying common stock.

The warrants will expire if they are not exercised by 5:00 p.m.
Eastern time on June 9, 2004, unless extended by Danielson in its
sole discretion. In order to exercise the warrants, holders will
be required to deliver to the warrant agent common stock
representing at least the warrants to be exercised in addition to
any other required exercise documents. Such stock will be held in
escrow by the warrant agent until after the expiration of the
offering.

The complete terms of the rights offering and the instructions for
participation by stockholders will be contained in a prospectus
supplement to be filed with the Securities and Exchange Commission
and mailed to stockholders of record on the record date.

Danielson will use the proceeds from the rights offering to repay
the $40 million principal amount of bridge financing used for the
Company's acquisition of Covanta Energy Corporation and the
remaining proceeds, if any, will be available for general
corporate purposes. If all of the warrants are exercised in the
rights offering, gross proceeds to Danielson from the purchase of
common stock in the rights offering will be approximately
$42 million. Immediately following the completion of the rights
offering, assuming all warrants are exercised, Danielson will have
approximately 64.0 million shares of common stock outstanding. In
addition, Danielson will sell up to 8.75 million shares of its
common stock to D.E. Shaw Laminar Portfolios, L.L.C. at $1.53 per
share pursuant to the terms of the agreement Danielson entered
into in December 2003 with its bridge lenders in connection with
the closing of the rights offering. Finally, as previously
announced, Danielson will subsequently offer up to 3.0 million
shares at $1.53 per share to a class of creditors of Covanta
Energy Corporation under an agreement reached with those creditors
in connection with Covanta's emergence from bankruptcy proceedings
earlier this year.

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

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

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.


DAVEL COMMS: Stockholders' Deficit Widens to $107.5MM at March 31
-----------------------------------------------------------------
Davel Communications, Inc. (OTCBB:DAVL) announced financial
results for the quarter ended March 31, 2004.

The net loss for the quarter was $5.0 million, or $0.01 per common
share, compared to a net loss of $4.7 million, or $0.01 per common
share, in 2003. The reported net loss for both periods include
adjustments to dial-around revenues of $1.2 million and $3.9
million in the quarters ended March 31, 2004 and 2003,
respectively. These adjustments represent the recovery of prior
years' dial-around compensation relating to a mandatory industry-
wide reconciliation among long-distance carriers and payphone
providers resulting from retroactive rate changes ordered by the
FCC. Without these adjustments, the Company's net loss would have
declined by $2.4 million, or 27.9%.

Total revenues for the first quarter of 2004 were $13.2 million
compared to $22.9 million in the same period of 2003. A portion of
the decline in total revenues relates to the dial-around
compensation adjustments described above. Without these
adjustments total revenues decreased $7.0 million, or 36.8%,
primarily due to a reduction in the average number of payphones in
service as well as a 7% decline in average revenues per phone. The
decline in revenues per phone is attributable to the decline in
payphone usage arising from the impact of wireless communications,
which prompted the Company to aggressively pursue its previously
announced strategy to remove low revenue payphones during 2003.

Total operating expenses declined by $9.4 million, or 36.0%, due
to the decrease in the average number of payphones in service
during the first quarter of 2004 and the cost saving measures
initiated by the Company during 2003 and 2004. The Company expects
further cost savings during 2004 as a result of its efforts to
reduce telephone charges by utilizing competitive local exchange
and alternate carriers, by outsourcing certain payphone collection
and maintenance activities and other operating expense reductions.

The Company's first quarter losses from operations, which include
the dial-around compensation adjustments described above,
increased from $3.2 million in 2003 to $3.5 million in 2004.
Without these adjustments, the Company's loss from operations
would have declined by $2.4 million or 33.8%.

The Company has continued discussions with its lenders regarding
the possible restructuring of its $125.7 million secured debt. Any
such restructuring could potentially include a debt-for-equity
exchange that may substantially dilute the interests of the
Company's existing non-lender shareholders. There can be no
assurance that the Company's lenders, who own more than 95% of the
Company's common stock, will be willing to negotiate a reduction
in the outstanding balance due under the secured credit agreement.

At March 31, 2004, Davel Communications' balance sheet shows a
stockholders' deficit of $107,533,000 compared to the $102,501,000
deficit at December 31, 2003.

                     About Davel Communications

Founded in 1979, Davel is the largest independent provider of pay
telephones and related services in the United States with
operations in 46 states and the District of Columbia. Davel serves
a wide array of customers operating principally in the shopping
center, hospitality, health care, convenience store, university,
service station, retail and restaurant industries.


DISTRIBUTION DYNAMICS: Looks to Houlihan Lokey for Fin'l Advice
---------------------------------------------------------------
Distribution Dynamics, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Minnesota for permission
to employ Houlihan Lokey Howard & Zukin Capital as their financial
advisors.

Houlihan Lokey was engaged by the Debtors in March 2004 to provide
financial advisory services in connection with a possible sale of
the companies' assets in a going-concern.  As a result, Houlihan
Lokey developed extensive knowledge of the Debtors' operations,
business, assets and financial structure.

The Debtors expect Houlihan Lokey to:

   a. assist the Debtors in the creation, organization and
      maintenance of data rooms for use by prospective buyers of
      the Debtors' assets;

   b. develop a comprehensive list of potential strategic and
      financial acquirers of the Debtors' assets;

   c. seek to interest such potential acquirers in the
      acquisition of the Debtors' business;

   d. discuss the Debtors' operations, a potential sale and the
      process associated therewith with potential acquirers;

   e. facilitate and assist in due diligence by potential
      buyers;

   f. conduct negotiations with prospective bidders; and

   e. assist the Debtors, and coordinate with their other
      professionals, in the activities necessary to ensure a
      successful auction process and the maximization of the
      value of the Debtors' assets through their sale as a
      going-concern.

Houlihan Lokey agrees to provide its services in exchange for a:

   a. $25,000 Monthly Fee;

   b. Success Fee equal to:

       (i) $450,000 for the first $20 million of sale
           transaction value; plus

      (ii) 5% of sale transaction value in excess of $20
           million.

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.


EDISON FUNDING: Potential Tax Liability Prompts S&P's Neg. Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on its
ratings on Irvine, California-based Edison Funding Co., including
Edison's 'BB+' long-term counterparty credit rating, to negative
from stable. All ratings on Edison are affirmed.

"The outlook revision reflects the potential tax liability that
could arise from pending examinations by the IRS, which is
challenging Edison's treatment of two lease contracts on the 1994
through 1996 tax returns of its ultimate parent, Edison
International (EIX)," said Standard & Poor's credit analyst Steven
Picarillo. "Additionally, Edison expects that the IRS may
challenge several of its other leveraged leases, based on a
revenue ruling addressing Lease In/Lease Out transactions." The
rating and outlook on EIX are unaffected by the revision of the
outlook on Edison Funding to negative because EIX continues to
maintain a strong liquidity position. Should liquidity be eroded,
Standard & Poor's will reassess whether the IRS investigations
could potentially affect EIX's credit quality.

Edison has indicated that it is prepared to defend itself against
all expected challenges. While it may take several years to
resolve these tax issues, should the IRS prevail, Edison's future
cash flow and profitability will be negatively affected. Moreover,
the burden of a significant tax liability could impede the
company's ability to fund new investments.

The rating affirmation is based on Edison's improved cash flow
achieved during the past two years as a result of the cash
received from EIX for Federal and State tax benefits utilized in
EIX tax returns.

The outlook reflects the potential tax liability resulting from
the ongoing IRS tax reviews and the negative effect that this may
have on cash flow and profitability, should the IRS prevail.


EL CAPITAN: Inks Joint Venture Agreement with US Canadian Minerals
------------------------------------------------------------------
El Capitan Precious Metals, Inc. (OTCBB:ECPN) announced that it
has executed a joint venture agreement with U.S. Canadian
Minerals, Inc. (OTCBB:UCAD) to put into production the recovery of
gold and silver from the tailings of the COD mine located near
Kingman, Arizona.

The joint venture agreement calls for UCAD to acquire an 80%
interest in the COD mine in exchange for 720,000 shares of UCAD
common stock. Shares of UCAD closed at $3.03 per share on May 12,
2004. In addition, UCAD has agreed to contribute 90 days operating
capital to provide for at least three workers, fuel, necessary
equipment agreed upon by the parties, and equipment repair and
maintenance. Net profits from the operations will be split equally
among El Capitan and UCAD.

"We believe based upon preliminary tests that the COD mine
tailings show potential for recoverable amounts of gold and
silver," stated El Capitan President, Chuck Mottley. "We are
hopeful this joint venture will allow us to realize the full
potential of these tailings to provide some working capital in the
next few months."

In addition to the joint venture agreement, El Capitan also agreed
to retain UCAD as a consultant for a period of two years to
provide services pertaining to, among other things, identifying,
studying and evaluating merger, acquisition, joint venture,
strategic alliance and other proposals as well as implementation
of financial public relations programs for the Company. In
exchange for its services, UCAD will be issued a one year warrant
to acquire up to 1,000,000 shares of El Capitan common stock
exercisable at $0.43 per share.

El Capitan Precious Metals, Inc. -- whose December 31, 2003
balance sheet shows a total stockholders' deficit of $749,298 --
is a nominally capitalized development stage company that owns a
40% interest in the El Capitan mine located near Capitan, New
Mexico, as well as 13 mining claims and other assets known as the
COD Property located near Kingman, Arizona.


ENRON: Asks Court to Temporarily Stay Avoidance Action Discovery
----------------------------------------------------------------
The Enron Corporation Debtors and the Creditors Committee are
working together to formulate uniform procedures to govern
discovery in the Avoidance Actions, and intend to include other
interested parties in those discussions at the appropriate time.
Part of those discussions focus on evaluating whether efficiency
dictates an attempt to create an electronic document depository
into which documents responsive to anticipated discovery requests
could be placed.  An additional focus on these discussions is on
consideration of uniform procedures for interrogatories, requests
for production, requests for admissions and depositions in
connection with the Avoidance Actions.  The Debtors and the
Committee believe that through the establishment of uniform
discovery mechanisms and procedures, efficiency will be brought to
the anticipated Avoidance Action discovery by allowing
coordination of responses to discovery requests in each of the
Avoidance Actions and providing reasonable procedures and
limitations on the scope and form the discovery may take.

The Debtors and the Committee intend to have the procedures
finalized and implemented as soon as possible.  However, due to
the overwhelming number of Avoidance Actions currently pending
and the broad scope of anticipated discovery in those actions, it
will take at least 90 days to develop, prepare and file the
proposed discovery procedures.  Moreover, due to the sheer number
of Avoidance Actions that have been filed, summonses for the
Avoidance Actions continue to be issued and service has not been
completed on about 348 of the Avoidance Action defendants.

Accordingly, the Debtors and the Committee jointly ask the Court
to temporarily stay discovery in the Avoidance Actions to prevent
the wasteful expenditure of estate resources that would occur
should the estates be required to immediately respond to
individual discovery requests prior to the establishment of
Avoidance Action Discovery Procedures. (Enron Bankruptcy News,
Issue No. 107; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FARMLAND DAIRIES: Opts to Form Reorganization Plan with Creditors
-----------------------------------------------------------------
Farmland Dairies, LLC has announced that it intends to work with
its creditors to develop a plan to reorganize and restructure the
business. Management believes this plan will provide the necessary
long-term financial and operational stability required to ensure
that Farmland could continue to successfully operate its dairy
business in the United States.

Since Farmland began its Chapter 11 case on February 24, 2004,
management has thoroughly reviewed the business. Based on that
review, it was concluded that the best course of action is to
develop a plan of reorganization to allow Farmland to emerge from
Chapter 11 with a new capital structure in place, and to make
operational improvements to achieve the long-term financial and
operational stability the business requires to succeed. The post-
petition lenders have decided to move forward on this plan. To
this end, it was determined not to pursue a sale of assets at this
time, and the post-petition lending agreement will be modified to
remove all deadlines relating to a sale of assets.

"The development of this plan is recognition of the intrinsic
value of the Farmland business and its future profitability," said
Jim Mesterharm, Principal, AlixPartners. "While Farmland's
original DIP financing package continues to provide the liquidity
necessary for operations in the shorter term, the company is now
in a position to be able to work with post-petition lenders and
other creditors to secure longer-term financing that, when in
place, would allow Farmland to develop and implement a standalone
restructuring plan around the Company's core businesses."

This plan will include assets of Parmalat USA Corp. and Farmland
Dairies, LLC. Farmland is also in the process of initiating a
search process with the goal of hiring a CEO to lead the business
in the future.

Farmland's bankruptcy case has been assigned to the Honorable
Judge Robert Drain of the United States Bankruptcy Court for the
Southern District of New York. Further information can be obtained
via the Internet at http://www.nysb.uscourts.gov/


FEDERAL FORGE: Taps Donnelly Penman as Investment Bankers
---------------------------------------------------------
Federal Forge, Inc., is asking for approval from the U.S.
Bankruptcy Court for the Western District of Michigan to employ
Donnelly Penman Partners, LLC as its investment banker.

The Debtor agrees to pay Donnelly Penman an initial $35,000
advisory fee upon the Court's approval in its retention and $7,500
per month thereafter.  At the closing of a Transaction, the firm
will be paid a cash fee equal to:

      (i) 1.0% for the first $5,000,000 of Consideration paid or
          received; plus

     (ii) 4% of Consideration paid or received in excess of
          $5,000,000.

The Debtor believes that Donnelly Penman is well qualified to
serve as its investment banker in this case. The Firm has
extensive experience in assisting with the sale of companies such
as the Debtor, both in the automotive industry and other
industries.  The Debtor believes that the employment of Donnelly
Penman as its investment banker is necessary and critical to its
efforts to sell its business as a going concern.

Headquartered in Lansing, Michigan, Federal Forge, Inc.
-- http://www.durgam.com/-- is a supplier specializing in
nonsymetrical forgings.  The Company filed for chapter 11
protection on February 19, 2004 (Bankr. Mich. Case No. 04-01738).
Lawrence A. Lichtman, Esq., at Carson Fischer, PLC represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $10 million.


FEDERAL-MOGUL: Modifies Plan Classification & Treatment Of Claims
-----------------------------------------------------------------
The treatment of some claims in Federal-Mogul Corporation's Second
Amended Joint Plan was modified to include these recoveries:

  Class     Description         Recovery Under the Plan
  -----     -----------         -----------------------
   N/A      Administration      In the event that Federal-Mogul
                                Corporation bids and purchases
                                some or all of the assets or
                                businesses of the U.K. Debtors,
                                then Federal-Mogul Corporation
                                will pay to the relevant U.K.
                                Debtors only that portion of the
                                bid that is to be distributed to
                                holders of Claims against the
                                U.K. Debtors other than holders
                                of Asbestos Personal Injury
                                Claims against the U.K. Debtors.
                                Holders of Allowed Administration
                                Claims against the U.K. Debtors
                                will receive no distributions
                                under the Plan, but instead will
                                receive any and all distributions
                                on account of their Allowed
                                Administration Claims pursuant to
                                the U.K, administration
                                proceedings in accordance with
                                U.K. insolvency laws.

                                Estimated Percentage Recovery:
                                100%, subject to the terms of the
                                Plan in the case of Allowed
                                Administration Claims

  6A-20A    Priority Claims     Unimpaired.
   34A      & Preferential      In the event that Federal-Mogul
40A-157A   Liabilities         Corporation bids and purchases
            Against U.K.        some or all of the assets or
            Debtors             businesses of the U.K. Debtors,
                                then Federal-Mogul Corporation
                                will pay to the relevant U.K.
                                Debtors only that portion of the
                                bid that is to be distributed to
                                holders of Claims against the
                                U.K. Debtors other than holders
                                of Asbestos Personal Injury
                                Claims against the U.K. Debtors.

                                Holders of Allowed Preferential
                                Claims against the U.K. Debtors
                                will receive no distributions
                                under the Plan, but instead will
                                receive any and all distributions
                                on account of their Allowed
                                Preferential Claims pursuant to
                                the U.K. administration
                                proceedings in accordance with
                                U.K. insolvency laws.

                                Estimated Percentage Recovery:
                                100%, subject to the terms of the
                                Plan in the case of Allowed
                                Preferential Claims.

  1B-5B     Secured Bank        Impaired.
21B-22B    Claims              On the Effective date, Claims
24B-34B                        arising under the Bank Credit
                                Agreement will be deemed fully
                                secured and allowed for
                                $1,646,681,464, including certain
                                letter of credit obligations and
                                as adjusted on the Effective Date
                                to convert foreign currencies to
                                U.S. dollars and to take account
                                of certain hedge obligations.
                                The Reorganized Debtors will:

                                (a) enter into the Reorganized
                                    Federal-Mogul Secured Term
                                    Loan Agreement, which will
                                    provide for term Loans for:

                                    * $1,303,897,118, plus;

                                    * the amount of any draws
                                      before the Effective Date
                                      on letters of credit
                                      outstanding under the Bank
                                      Credit Agreement; and

                                    * the amounts, if any,
                                      required to be included in
                                      the loan agreement pursuant
                                      to the Plan;

                                (b) replace with the Exit
                                    Facilities any letters of
                                    credit not drawn as of the
                                    Effective Date;

                                (c) issue $300,000,000 in Junior
                                    Secured PIK Notes to the
                                    holders of Allowed Secured
                                    Bank Claims; and

                                (d) cause those subsidiaries,
                                    which guaranteed the Bank
                                    Claims, to also guarantee the
                                    payment of the Reorganized
                                    Federal-Mogul Secured Term
                                    Loan Agreement and the Junior
                                    Secured PIK Notes.

                                Estimated Percentage Recovery:
                                Variable

  1C-5C     Secured Surety      Impaired.
   21C      Claims              Estimated Percentage Recovery:
   22C                          Variable
24C-34C

  1D-5D     Noteholder          Impaired.
   21D      Claims              Estimated Percentage Recovery:
   22D                          38-47% (prior to enforcement of
24D-34D                        the subordination provisions of
                                the indenture for the Convertible
                                Subordinated Debentures)

  1G-5G     On-Site             Unimpaired.
  11G       Environmental       Each holder of an Allowed Claim
  12G       Claims              will retain unaltered the legal
  17G                           equitable and contractual rights
  31G                           to which the Allowed Claim
  33G                           entitles the holder.

  6H-20H    Unsecured Claims    Impaired.
40H-157H   Against U.K.        Estimated Percentage Recovery:
            Debtors other       Under the T&N Distribution:
            than F-M U.K.       * T&N Distribution Ratio 1: 7.2%
            Holding Limited     * T*N Distribution Ratio 2: 3.8
                                     to 6.0%
                                * Company Specific Distribution
                                  Ratio
                                * Small Company Specific
                                  Distribution Ratio

    6I      Non-Priority        Estimated Percentage Recovery:
  8I-19I    Pension Plan        7.2%
41I, 42I   Benefit Claims
43I, 55I   Against T&N
60I, 109I  Limited &
131I, 135I  Participating
149I, 152I  Employers in the
            T&N Limited
            Pension Plan

    7I      Non-Priority        Estimated Percentage Recovery:
            Pension Plan        7.2%
            Employee Benefit
            Claims Against
            Federal-Mogul
            Ignition (UK)
            Limited

  1L-5L     Affiliate Claims    Estimated Percentage Recovery:
21L-39L    Against U.S.        Variable
            Debtors and F-M
            U.K. Holding
            Limited

  6L-20L    Affiliate Claims    Estimated Percentage Recovery:
40L-157L   Against U.K.        Variable
            Debtors other
            than F-M U.K.
            Holding Limited

   1M       F-M Corporation     Holders of Federal-Mogul
            Preferred Stock     Corporation preferred stock will
                                receive Warrants.  The value of
                                each Warrant is estimated to be
                                between $5.50 and $7.97.

   1N       Subordinated        Holders of Class1N Subordinated
   2N       Securities          Securities Claims will receive
            Claims              Warrants.  The value of the
            Against             warrant is estimated to be
            Federal-Mogul       between $5.50 and $7.97.
            Corp & FMPRI        Estimated Percentage Recovery: 0%

   1O       Federal-Mogul       Holders of Federal-Mogul common
            Corp. Common        stock will receive Warrants.  The
            Stock               value of each Warrant is
                                estimated to be between $5.50 and
                                $7.97.

  3P-157P   Equity Interests    Estimated Percentage Recovery:
            in Subsidiaries     Not Applicable

Headquartered in Southfield, Michigan, Federal-Mogul Corporation -
- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $ 10.15 billion in assets and $ 8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
55; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIVE STAR FOODS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Five Star Foods, Inc.
        4754 Highway 377 South
        Fort Worth, Texas 76116

Bankruptcy Case No.: 04-44935

Chapter 11 Petition Date: May 16, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: Barbara J. Houser

Debtor's Counsel: J. Robert Forshey, Esq.
                  Forshey and Prostok
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: 817-877-8855

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


FLEMING COS: Scozio & Penn Want to End Facility Standby Agreements
------------------------------------------------------------------
Scozio's Wexford Foods, LLC, Scozio's Peters Two Foods, LLC, Penn
Supermarkets, LLC, ask the Court to lift the automatic stay so
they may terminate their facility standby agreements with the
Fleming Companies, Inc. Debtors.  In the alternative, Scozio and
Penn Supermarkets ask the Court to compel the Debtors to
immediately reject the FSAs.

The FSAs provide that Scozio and Penn Supermarkets will buy from
Fleming the greater of $8,000,000 per 12-month period, or 50% of
all retail sales -- referred to in the FSAs as a "Teamwork
Score".  Scozio and Penn Supermarkets must pay a "Facility
Standby Fee" equal to 2% of the amount by which their purchases
during a 12-month period are less than the amount of purchases
necessary to maintain the minimum Teamwork Score.

Fleming defaults under each FSA if it fails to perform in any
material respect its obligations under the FSA.  In each case,
Scozio or Penn Supermarkets has the right to immediately
terminate the FSA and seek damages.

Daniel J. DeFranceschi, Esq., at Richards Layton & Finger in
Wilmington, Delaware, tells the Court that Scozio and Penn
Supermarkets have used Fleming as their primary grocery
wholesales since 1998, and have each signed separate FSAs with
Fleming.  These family-run grocery businesses have been in
operation since 1971.  Since the Petition Date, however,
Fleming's performance under the FSAs has so greatly deteriorated
that Scozio and Penn Supermarkets are unable to supply their
stores through their FSAs with Fleming.  Fleming's failure to
perform has resulted in grossly insufficient goods on Scozio's
and Penn Supermarkets' store shelves, widespread customer
dissatisfaction, and substantial loss of customer loyalty.
Scozio and Penn Supermarkets are also forced to pay increased
costs to obtain groceries from temporary suppliers.

The closure of Fleming's Memphis supply center, which provided
specialty foods and health and beauty care products, dealt a
crippling blow to Scozio.  These goods represent more than $2.5
million in gross sales for Scozio, a significant sum for the
family-owned retail enterprise.

Contemporaneous with the execution of the FSAs, Scozio and Penn
Supermarkets signed and gave to Fleming a promissory note:

            Store            Balance as of August 2003
            -----            -------------------------
       Scozio's Wexford              $508,545
       Scozio's Peters                901,144
       Penn Supermarkets              367,380

The Penn note provides for five annual payments of 1/5 of the
principal amount, while the two Scozio notes provide for seven
annual payments of 1/7 of the principal amount.  All three FSAs
allow for complete forgiveness of the annual amount owed based on
Scozio's reaching minimum purchase targets.  Scozio and Penn
Supermarkets expect to meet these sales requirements and obtain
complete forgiveness of the amounts owed, and absent Fleming's
defaults, had achieved all requisite minimum purchase targets.

In addition to forgiveness of the notes, Fleming also agreed to
contribute to an advertising fund for Scozio and Penn
Supermarkets based on a formula of sales combined with Scozio's
and Penn Supermarkets' Teamwork Score.  These types of supplier
advertising funds are critical to small and medium stores such as
those owned by Scozio and Penn Supermarkets, and the loss of
these advertising funds, which normally come from supply
agreements, cannot be made up from the temporary "cover"
purchases that Scozio and Penn Supermarkets must make to "shore
up the inadequate supplies from Fleming."

To remain in business, Scozio and Penn Supermarkets must
immediately terminate the Fleming contracts and obtain another
grocery supplier acceptable to them.  Fleming's breaches of the
FSAs have resulted in a reduction of net income from sales of at
least 12%.  A small business like those of Scozio and Penn
Supermarkets cannot survive such drastic decrease in net income.

                         Debtors Respond

The Debtors offer to assume the three FSAs and assign them to
SuperValu.  The Debtors assure the Court that SuperValu is
creditworthy, has already been approved by the Court as a
prospective assignee, and that there are no defaults under these
franchise agreements to be cured, or if there are, the defaults
have already been cured.

Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub PC in Wilmington, Delaware, advises the Court that the
Debtors and SuperValu are in "extended discussions" with Scozio
and Penn Supermarkets regarding a consensual resolution of the
issues raised.

In any event, lifting the stay to terminate the FSAs is
inappropriate.  Scozio and Penn Supermarkets are nothing more
than unsecured parties to executory contracts and are, therefore,
limited to the remedies provided to them of assumption,
assumption and assignment, or rejection, at the Debtors' option.
Lifting the stay to Scozio and Penn Supermarkets would
effectively destroy the Debtors' statutory options.  Scozio and
Penn Supermarkets may have a right to compel the Debtors to make
a decision, but they can't compel the Debtors to make the
decision Scozio and Penn Supermarkets want.

The Official Committee of Unsecured Creditors supports the
Debtors' arguments, and urges the Court to approve the assumption
and assignment of the FSAs.

                         Scozio Objects

Scozio declines the Debtors' offer.  SuperValu has informed
Scozio that SuperValu will not permit Scozio to ever open any new
Festival Foods franchise stores as part of SuperValu's assumption
of the existing FSAs connected with Scozio's Festival Foods
franchises.

For a number of years, Scozio has operated four grocery stores
using the Festival Foods banner under franchise agreements with
Fleming.  If this assumption and assignment is permitted, Scozio
knows that SuperValu has already refused to even consider a
recent application by Scozio to open a new Festival Foods store
in New Stanton, Pennsylvania.  Worse still, Scozio believes that
SuperValu intends to grant the New Stanton franchise to one of
Scozio's competitors without even accepting or considering
Scozio's application.  Assignment of Scozio's Festival Foods
franchises to SuperValu would put SuperValu, the potential
franchise supplier to Scozio, in the anti-competitive position of
being able to limit the growth of the same retail grocer that it
is required by each franchise agreement to assist.

Scozio also objects to the assignment of the franchise agreements
because Supervalu is the franchiser of its direct competitors in
the Pittsburgh area market, such as Stop 'n Save, Foodlands, and
County Market.  As its franchiser, SuperValu would service Scozio
from the same Pittsburgh warehouse center, and use the same
buyers, product managers, and pricing information that are used
by its competitors.  The result of an assignment to SuperValu
would be a direct and irreconcilable conflict of interest on the
part of SuperValu, and would impose a very substantial
competitive disadvantage on Scozio that did not exist when it
signed the FSAs with Fleming.

SuperValu has threatened that it will open competing Festival
Foods stores in close proximity to existing Scozio stores.  While
this may be technically permissible under the Festival Foods
franchise agreements, this hostile and threatening gesture is
contrary to the previous business relationship that existed
between Scozio and Fleming.  Therefore, this assignment cannot be
approved, and the stay should be lifted.

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)


GENTEK: Court to Delay Closing of Chapter 11 Case Until Oct. 15
---------------------------------------------------------------
Rule 5009-1(a) of the Local Rules of Bankruptcy Practice and
Procedures of the United States Bankruptcy Court for the District
of Delaware provides that "[a]t the expiration of 180 days after
entry of an order confirming a chapter 11 plan, the Court shall
enter a final decree closing the case unless a party in interest
files a motion to delay the entry of a final decree."

Much work remains to be done in GenTek, Inc.'s Chapter 11 case.
To prevent GenTek's Chapter 11 case from being prematurely
closed, at the Reorganized Debtors' request, the Court will delay
the entry of a final decree closing the jointly administered
case, GenTek, Inc., Case No. 02-12986, until October 15, 2004.

According to Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, in Wilmington, Delaware, the remaining
matters in GenTek's Chapter 11 case relate primarily to the
reconciliation of claims, distributions with respect to allowed
claims, and potential preference or other avoidance actions.  Mr.
Chehi assures the Court that the Reorganized Debtors' claims
reconciliation effort is nearing completion.  The Reorganized
Debtors filed their final omnibus claim objections on March 9,
2004, and continue to reconcile and settle the remaining disputed
claims, including a number of previously filed objections that
remain pending before the Court.  Contested proceedings before
the Court may be necessary to the extent that any pending claim
objection cannot be resolved between the parties.

The plan distribution process will be substantially complete in
the near future.  On November 10, 2003 and within the time
periods contemplated by the Plan, the Reorganized Debtors:

   -- made required payments to holders of allowed
      administrative, priority and secured claims; and

   -- issued a combination of cash and new debt and equity
      securities to the secured lenders, and new common stock and
      warrants to the bondholders.

Mr. Chehi relates that the payment of certain disputed
administrative, priority and secured claims will be made as the
claims are allowed.  Initial distributions to holders of allowed
unsecured claims were due on May 10, 2004.  Subsequent
distributions may be made thereafter with respect to amounts
reserved for disputed claims that are allowed or disallowed at a
later date.

Additionally, the statutory two-year period within which
avoidance actions may be pursued in the Chapter 11 case will not
expire until October 2004.  Pending the expiration, the
Reorganized Debtors have the right to commence avoidance actions.
Under the confirmed Plan, a Preference Claim Litigation Trust was
created to pursue actions with respect to Preference Rights
against certain creditors.  The Preference Claim Litigation Trust
will have the right to commence actions with respect to
Preference Rights until the expiration of the statutory period.
(GenTek Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


HARRY ORTLIP CO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Harry F. Ortlip Company
        780 Lancaster Avenue
        Bryn Mawr, Pennsylvania 19010-1512

Bankruptcy Case No.: 04-15862

Type of Business: The Debtor is one of the country's major
                  electrical contractors.  See
                  http://www.harryfortlip.com/

Chapter 11 Petition Date: April 28, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Aris J. Karalis, Esq.
                  Ciardi, Maschmeyer & Karalis, P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: 215-546-4500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Citizens Bank of Pennsylvania            $3,250,000
3025 Chemical Road
Plymouth Meeting, PA 19462

PNC Bank, National Association           $3,249,900
1600 Market Street
Philadelphia, PA 19103

Colonial Electric Supply                   $277,829
485 South Henderson Road
King of Prussia, PA 19406

Welfare Fund Dept L-98                     $217,993

Rumsey Electric Company                    $120,272

Manna & Rumsey Electric                     $92,704

Ransome Engine Power                        $92,293

Franklin Electric Company                   $57,928

Deloitte & Touche                           $53,865

Manna & Colonial Electric                   $49,365

Delaware Valley Liebert                     $41,692

Liebert Corporation                         $18,492

Communications Sup Corp.                    $17,550

Billows Electric Supply                     $17,473

Ransome Engine                              $17,458

N E B F                                     $16,660

Controlled Access, LLC                      $16,421

Honeywell                                   $10,831


HEALTHSOUTH: 8.5% & 10.75% Noteholders Agree to Amend Indentures
----------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that it has
completed another important step in its plan to strengthen its
balance sheet and provide the Company with a sound capital
structure.

A majority in principal amount of the holders of its 8.500% Senior
Notes due 2008 and 10.750% Senior Subordinated Notes due 2008 have
delivered consents under those indentures, representing a
sufficient number of consents to approve proposed amendments to,
and waivers under, the indentures governing those Notes.

The Company received consents from approximately 89.21% in
principal amount of the holders of its 10.750% Senior Subordinated
Notes due 2008 and approximately 90.98% in principal amount of the
holders of its 8.500% Senior Notes due 2008. The two issues for
which the Company has gained consent represent $662,260,000, or
more than 25%, of the Company's total Senior and Senior
Subordinated debt for which the Company was seeking consents.

HealthSouth believes that, as demonstrated by the success of the
8.500% and 10.750% consent solicitations, the market is validating
its offer as commercially reasonable. While the Company remains in
negotiations with the holders of its other senior note issues, it
is encouraged by the significant and positive response received
thus far under its consent solicitations.

                  Terms of Consent Solicitations

The Company will pay $13.75 per $1,000 principal amount to holders
of its 10.750% Senior Subordinated Notes due 2008 and its 8.500%
Senior Notes due 2008 who delivered valid and unrevoked consents
prior to the expiration of the consent solicitation on May 13,
2004 at 11:59 p.m., New York City Time.

The Company has extended its consent solicitation for its 6.875%
Senior Notes due 2005, 7.375% Senior Notes due 2006, 7.000% Senior
Notes due 2008, 8.375% Senior Notes due 2011 and 7.625% Senior
Notes due 2012 to 11:59 p.m., New York City Time on May 20, 2004.
The Company will 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, 8.375% Senior Notes due 2011 and
7.625% Senior Notes due 2012 who deliver valid and unrevoked
consents prior to the expiration of the consent solicitations,
subject to the proposed amendments to the indentures becoming
operative. Holders who previously delivered valid consents and do
not revoke those consents will receive the consent fee if the
conditions to their consent solicitation are satisfied or waived.

HealthSouth is also amending the consent solicitations for its
6.875% Senior Notes due 2005, 7.375% Senior Notes due 2006, 7.000%
Senior Notes due 2008 and 8.375% Senior Notes due 2011 to
eliminate the condition to each of these solicitations relating to
the successful completion of any other consent solicitation. As
amended, each of these consent solicitations is independent of the
consent solicitation for any other issue of Senior Notes.

Each holder of notes who consents to the proposed amendments will
also be waiving all alleged and potential defaults under the
indentures arising out of events occurring on or prior to the
effectiveness of the proposed amendments. Consents for any series
of notes may be revoked at any time prior to the date on which the
trustee under the indenture for that series receives evidence that
the requisite consents have been obtained.

                     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.


HEARTLAND PARTNERS: Looks for Buyer for Remaining Properties
------------------------------------------------------------
Heartland Partners, L.P. (Amex: HTL), reported first-quarter net
income of $937,000 compared with $5.6 million a year earlier.
Class A units were allocated $880,000 of the net income, or $0.42
per Class A Unit, compared with $5.5 million, or $2.61 per Class A
Unit, in the 2003 first quarter. The balance of the net income in
both periods was allocated to the Class B and General Partner
Interests under the partnership agreement.

Net income declined primarily because property sales were lower in
2004. The company closed a $9.8 million sale of Kinzie Station
property in the first quarter of 2003. About $3 million in sales
have closed to date in 2004. Operating expenses were essentially
unchanged in both periods, with a decrease in sales and marketing
expense offset by an increase in environmental expenses and other
charges.

"We are continuing to sell our major properties, with the
remaining three parcels in Kinzie Station scheduled to close this
year," said Lawrence Adelson, chief executive officer. "The
aggregate amount of the Kinzie Station sales is about $10 million.
We are still seeking a buyer for our 19-acre site in Glendale,
Wisconsin."

Adelson said the company is trying to find a single buyer for the
remaining properties, consisting of about 13,000 acres. These are
primarily smaller parcels -- former railroad right of way.
Portions of the property are also being sold as opportunities
arise.

               Company Sues Milwaukee Authorities

Heartland Partners has filed suit against the Redevelopment
Authority of the City of Milwaukee seeking additional compensation
for the condemnation of its Menomonee Valley property in 2003. The
case is likely to go to trial in 2005. The city paid $3.5 million
for the property, but the company has had it appraised as high as
$10 million.

"As we wind down operations, our goals are to control costs and
resolve liabilities," Adelson said. "The amount and timing of
further cash distributions will depend on progress on each of
these fronts."

He said possible strategies for reducing operating costs include
taking Heartland private through a reverse stock split or using a
liquidation trust to dissolve it.

"Either option would have implications for unitholders," Adelson
said, "primarily the loss of the liquidity provided by public
trading of the Class A units, to be weighed against the cost
savings.

The largest contingent liabilities are the employment contract
lawsuit by Edwin Jacobson, former president and chief executive
officer, and environmental claims. The Jacobson lawsuit is
unlikely to be tried until 2005. The company's environmental
liabilities arise primarily out of operations of former tenants or
the Milwaukee Road railroad on property Heartland owns.

"The cost and timing to resolve them are uncertain and difficult
to control," Adelson said. "The company has engaged Marsh to seek
a combination of environmental insurance and contractual liability
assumption by an outside vendor as a way to bring some finality to
the environmental liabilities. It is not yet clear whether this
will be the practical solution we hope it will be."

                       About Heartland

Heartland Partners is a Chicago-based real estate partnership with
properties in 14 states, primarily in the upper Midwest and
northern United States. CMC Heartland is a subsidiary of Heartland
Partners, L.P. CMC is the successor to the Milwaukee Road
Railroad, founded in 1847.


HEARTLAND PORK: Court Approves Sale of Hog Barn Assets to Sterling
------------------------------------------------------------------
The Saskatchewan Court of Queen's Bench has approved the sale of
substantially all of the assets of Heartland Pork Management
Services and seven related hog operations currently under the
protection of the Companies' Creditors Arrangement Act to Sterling
Pork Farm, a subsidiary of Stomp Pork Farm Ltd.

Heartland and the seven related operations sought temporary
protection under the CCAA on April 13, 2004. Since that time, the
court-appointed monitor has received expressions of interest from
potential purchasers. The offer to purchase was filed with the
Court on May 7.

Under the terms of the offer, rural-based employees working in
the hog barns will be retained by Stomp. Stomp currently owns
7,500 sows and operates nine facilities located near Leroy,
Saskatchewan.

The sale is scheduled to close on May 21. Earlier this week, the
Court extended the stay of proceedings under the CCAA Initial
Order to June 30. The businesses will continue to operate as
usual while the sale is concluded.

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

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


HOLLOWELL MERCANTILE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hollowell Mercantile Inc.
        P.O. Box 5517
        Greenville, Mississippi 38704

Bankruptcy Case No.: 04-12713

Type of Business: The Debtor is a Furniture Retailer.
                  See http://www.hollfurn.com/

Chapter 11 Petition Date: April 30, 2004

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Susan C. Smith, Esq.
                  P.O. Box 1251
                  Greenville, MS 38702
                  Tel: 662-378-2558

Total Assets: $3,897,441

Total Debts:  $2,784,555

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Payroll taxes             $281,253
Main and Poplar
Greenville, MS 38701

Central Insurance Services                               $41,974

LMI Studios                                              $41,765

A. Harvey Tackett, Jr. CPA                               $39,808

Masten Furniture Co.                                     $32,003

MS State Tax Commission       Sales & Use Tax            $30,690

George F. Hollowell, Jr.                                 $30,098

Universal Bedroom Furniture   Outstanding balance        $22,382

Fraenkel Company                                         $20,095

Washington County Tax         Property taxes             $20,080
Collector

Washington County Tax                                    $17,734
Collector

F.A. Hulett                                              $17,175

State Tax Commission                                     $16,732

Phelps Dunbar                                            $16,638

W. L. Roberts                                            $17,392

Washington County Tax         2003                       $16,013

Ja-Boo-Be                                                $15,750

Towne House Furnishing                                   $12,252

Nancy J. Haven, Tax           2001                        $9,869
Collector

Woodson & Bozeman                                         $9,560


HORIZON PCS: Sprint Agrees to Buy Assets & Resolve Claim Disputes
-----------------------------------------------------------------
Horizon Personal Communications, Inc. and Bright Personal
Communications Services, LLC, subsidiaries of Horizon PCS, Inc.
announced that it has executed definitive and binding agreements
with Sprint (NYSE: FON), which will result in the sale of certain
Horizon PCS assets to Sprint, the termination of the parties'
contractual relationship in West Virginia and western Virginia and
the settlement of litigation and all billing disputes between the
two companies. The agreements will become effective upon approval
of the United States Bankruptcy Court for the Southern District of
Ohio, Eastern Division, which holds jurisdiction over Horizon PCS'
Chapter 11 proceedings.

Under the Asset Purchase agreement, Sprint will pay Horizon PCS
approximately $38 million to acquire its economic interests in
approximately 97,000 subscribers and certain retail store assets
in portions of its service area in West Virginia and western
Virginia. Sprint will assume responsibility for the marketing,
sales and distribution of Sprint PCS products and services in
those territories.

The companies also executed a related Settlement Agreement and
Mutual Release, which will result in the dismissal of the
litigation brought by Horizon PCS against Sprint in August, 2003,
and the settlement of billing disputes. Under the Settlement
Agreement, Sprint will release its claims for all pre-petition and
post-petition payment disputes in return for a payment by Horizon
of $4 million.

"These two Agreements represent a critical step forward for
Horizon PCS," said Bill McKell, president and CEO. "The asset sale
will significantly improve the company's financial status, and
allow us to focus on more profitable territories within our
portfolio. The settlement of the litigation will enable us to
refocus our attention on value creation for our investors."

                     About Horizon PCS

Horizon PCS is one of the largest PCS Affiliates of Sprint, based
on its exclusive right to market Sprint wireless mobility
communications network products and services to a total population
of over 10.2 million in portions of 12 contiguous states. Its
markets are located between Sprint's Chicago, New York and
Raleigh/Durham markets and connect or are adjacent to 15 major
Sprint markets that have a total population of over 59 million. As
a PCS Affiliate of Sprint, Horizon markets wireless mobile
communications network products and services under the Sprint and
Sprint PCS brand names. Visit http://www.horizonpcs.com/for more
information.


INDEPENDENCE I: S&P Junks $33.41MM (11.34%) of Collateral Assets
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A notes issued by Independence I CDO Ltd., a CDO backed by ABS and
other structured securities, on CreditWatch with negative
implications.

The CreditWatch placement reflects factors that have negatively
affected the credit enhancement available to support the notes
since the transaction closed in December 2000, primarily a
negative migration in the credit quality of the assets within the
collateral pool. Standard & Poor's noted that $33.41 million
(approximately 11.34%) of the underlying assets in the collateral
pool are rated 'CCC+' and below, and approximately 60% come from
bonds issued in ABS manufactured housing transactions.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Independence I CDO Ltd. to determine the
level of future defaults the rated notes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the rating currently assigned
to the class A notes remains consistent with the credit
enhancement available.

               Rating Placed On Creditwatch Negative
                                    Rating
               Class         To                 From
               A notes       AAA/Watch Neg      AAA


INTEGRATED HEALTH: IHS Liquidating Wants More Time to File Report
-----------------------------------------------------------------
Since September 9, 2003, IHS Liquidating, LLC, has been reviewing
certain of the Integrated Health Services, Inc. Debtors' claim
objections that have not been fully prosecuted.  Currently, IHS
Liquidating is also reviewing certain claims to determine whether
to file additional objections.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, tells the Court that the resolution of the
many remaining disputed claims may require numerous hearings and
substantial preparation from IHS Liquidating.

Accordingly, IHS Liquidating asks the Court to further:

   (a) delay the entry of a final decree closing the IHS Debtors'
       Chapter 11 cases until December 8, 2004; and

   (b) extend the deadline to file the final report and
       accounting in all of the IHS Debtors' cases to October 5,
       2004.

Mr. Barry explains that delaying the entry of a final decree will
ensure that IHS Liquidating will have the full opportunity to
continue prosecuting the pending claim objections and other
matters.  Extending the deadline for filing the final report and
accounting is warranted since the Court's jurisdiction may still
be necessary while the claims administration process is ongoing.

The Court will convene a hearing on May 26, 2004 to consider IHS
Liquidating's request.  By application of Del.Bankr.LR 9006-2,
the deadline for filing a final report and accounting is
automatically extended through the conclusion of that hearing.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 75; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KEYSTONE CONSOLIDATED: Asks SEC to Modify Reporting Procedure
-------------------------------------------------------------
On February 26, 2004, Keystone Consolidated Industries, Inc.,
together with five of its direct and indirect subsidiaries (FV
Steel and Wire Company, DeSoto Environmental Management, Inc.,
J.L. Prescott Company, Sherman Wire Company F/K/A DeSoto, Inc. and
Sherman Wire of Caldwell, Inc.), filed voluntary petitions for
relief under Chapter 11 of Title 11 of the United States Code in
the United States Bankruptcy Court for the Eastern District of
Wisconsin in Milwaukee. The Company filed a Current Report on Form
8-K on February 27 2004 with the SEC, announcing the filing with
the Bankruptcy Court.

On March 18, 2004, the Company transmitted a letter to the staff
of the Securities and Exchange Commission requesting confirmation
from the SEC that it would not recommend an enforcement action
against the Company if the Company files with the SEC under cover
of Form 8-K, copies of each monthly report provided to the Office
of the United States Trustee within 15 calendar days following the
date on which the said report is filed with the United States
Trustee and also promptly files reports on Form 8-K to disclose
any material events related to its bankruptcy case and its
reorganization efforts.  This modified reporting procedure would
replace the periodic reports on Form 10-K and 10-Q required under
the Securities  Exchange Act of 1934.  Should the Securities and
Exchange Commission grant the requested relief, the Company does
not intend to file periodic reports on Form 10-K or 10-Q until the
reorganization or liquidation of the Company is complete.  As of
March 30, 2004, the SEC had not responded to the Company's request
for no-action relief.

The Form 10-K containing the Company's financial information for
the fiscal year ended  December 31, 2003 could not be filed within
the prescribed period because of the limitations on staffing, the
Company's severely limited financial resources and the significant
additional burdens that the Company's Chapter 11 case under the
Bankruptcy Code has imposed on the Company's available human and
financial resources.  Accordingly, such inability could not have
been eliminated by the Company without unreasonable effort or
expense.


KEYSTONE: Freezes Incentive Plan & Deregisters 100,000 Shares
-------------------------------------------------------------
Keystone Consolidated Industries, Inc. initially registered, in
the aggregate, the sale of 100,000 shares of its common stock, par
value $1.00 per share, to be offered and purchased  pursuant to
the Keystone Consolidated Industries, Inc. Deferred Incentive
Plan. The Company registered such shares of common stock pursuant
to the Plan in contemplation of implementing  a provision in the
Plan that would have permitted employees to invest a portion of
their employee contributions to the Plan in shares of common
stock.  However, the Company never implemented this provision of
the Plan, employees have never been permitted to invest a portion
of their employee contributions to the Plan in shares of common
stock, and the  Company has decided not to implement such
provision in the future.  Accordingly, the Company has
deregistered all 100,000 shares of common stock registered
pursuant to a prior  registration statement, because such shares
will never be offered or purchased under the Plan.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets. The Company
filed for chapter 11 protection on February 26, 2004 (Bankr. E.D.
Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at Whyte
Hirschboeck Dudek S.C., and  David L. Eaton, Esq., at Kirkland &
Ellis LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed $196,953,000 in total assets and $365,312,000 in total
debts.


MAGELLAN: Asks Court to Nix 646 Employee Claims Totaling $4 Mil.
----------------------------------------------------------------
Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges, in New York,
relates that on March 11, 2003, the Court authorized the payment
of wages, compensation and employee benefits and directed
financial institutions to honor and process checks and transfers
related to the obligations.  The Employee Order permitted the
Magellan Health Services, Inc. Debtors to make payments to
employees on account of prepetition wages, salaries, commissions,
payroll taxes, social security taxes, Medicare taxes, health and
welfare benefit plans, retirement plans, paid time off benefits,
severance benefits, tuition reimbursements, business expense
reimbursements, obligations in respect of temporary employees and
all obligations with respect to related insurance policies and
coverage.

On April 23, 2003, the Debtors filed their schedules of assets
and liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs with the Court.  The
Debtors listed various outstanding Employee Obligations in the
Schedules.

In accordance with the Employee Order, from the Petition Date to
the Effective Date, the Debtors continued to honor Employee
Obligations in the ordinary course of their businesses.  In
addition, pursuant to the Plan, Employee Obligations have
survived confirmation, remain unaffected, and have not been
discharged.  Consistent with the Plan, the Reorganized Debtors
continued to honor all Employee Obligations since the Effective
Date.

Accordingly, the Reorganized Debtors ask the Court to disallow
and expunge 646 Employee Claims, totaling $4,199,012.

Some of the biggest Employee Claims are:

   Claimant                                        Claim Amount
   --------                                        ------------
   Arndt, Kenneth                                    $103,106
   Harbin, Henry                                      168,171
   Messina, Daniel                                    174,197
   Segal, Stuart                                      420,000
   Segal, Stuart                                      451,712
   Various Employees of Magellan Behavioral Health    281,760
   Various Taxing Authorities & Benefit Providers     161,068

Ms. Dandeneau asserts that all of the Employee Claims either have
been or will be paid in the ordinary course of the Debtors' and
Reorganized Debtors' businesses.

The Reorganized Debtors have not styled their request as an
objection to the Employee Claims because the actual allowance of
Employee Claims likewise will be determined in the ordinary
course of the Reorganized Debtors' business.  Instead, a formal
Court order disallowing and expunging the Employee Claims will
simply enable the Reorganized Debtors to maintain an accurate
register of claims that are receiving distributions under the
Plan and assure that the Employee Claims are not inadvertently
paid under the Plan.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt dropped from the Company's balance
sheet and Onex Corporation invested more than $100 million in new
equity.  (Magellan Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MALAN REALTY: Q1 Net Assets in Liquidation Down to $27.4 Million
---------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust (REIT), announced that net assets in
liquidation for the first quarter ended March 31, 2004, decreased
by $506,000 from the fourth quarter ended December 31, 2003, to
$27.4 million.

The estimated fair value on the remaining properties held for sale
decreased approximately $224,000 based on updated analysis. The
reserve for estimated liquidation costs increased approximated
$337,000, primarily due to increases in actual other professional
fees over what was previously projected and an increase in the
estimated cost for insurance during the liquidation period. These
decreases were offset by net operating income from the properties
of approximately $1.6 million during the period. A distribution of
$1.5 million was made to shareholders on January 26, 2004.

As a result of the approval of a plan of complete liquidation by
its shareholders, the company adopted the liquidation basis of
accounting for all periods beginning after September 30, 2002. On
September 30, 2002, in accordance with the liquidation basis of
accounting, assets were adjusted to estimated net realizable value
and liabilities were adjusted to estimated settlement amounts,
including estimated costs associated with carrying out the
liquidation. Accordingly, Malan no longer reports net income or
funds from operations.

Malan closed on the sales of three properties and a vacant land
parcel during the quarter and three additional properties
subsequent to March 31, 2004, at contract prices totaling $18.5
million. The company currently has 14 operating properties under
contract.

"The year to date has been very successful, with proceeds from
property sales of approximately $18 million and the final
redemption of the convertible subordinated debentures scheduled
for next month," said Jeffrey Lewis, president and chief executive
officer of Malan Realty Investors. "A majority of our properties
are currently under contract for sale, which will allow us to
reduce debt further and meet our principal obligations."

The company also announced during the quarter that it would
complete the redemption of its convertible subordinated debentures
on June 1, 2004. The aggregate principal balance of its 9.5
percent Convertible Subordinated Debentures due July 15, 2004, is
currently $7.1 million.

Malan Realty Investors, Inc. is continuing to liquidate its assets
and currently expects that no later than August 28, 2004, any then
remaining assets and liabilities will be transferred to a
liquidating trust. Each shareholder of Malan will automatically
become the holder of one unit of beneficial interest in the trust
for each share of Malan common stock, and all outstanding shares
of Malan common stock will automatically be deemed cancelled.
Malan Realty Investors, Inc. will seek relief for the trust from
registering the units under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and its obligation to file
periodic reports.

Subject to limited exceptions related to transfer by will,
intestate succession or operation of law, the units will not be
transferable nor will a unit holder have authority, opportunity or
power to sell or in any other manner dispose of any units. As a
result, the beneficial interests in the liquidating trust will not
be listed on any securities exchange or quoted on any automated
quotation system of a registered securities association.
Shareholders who may need or wish liquidity with respect to their
company common stock before the liquidating trust makes
liquidating distributions should look into selling their shares
while the common stock is still traded on an established market.

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In
August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 21
properties located in seven states that contains an aggregate of
approximately 1.5 million square feet of gross leasable area.


MICROCELL TELECOMS: S&P Places B-/CCC+ Ratings On Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' long-term
corporate credit ratings and the 'B-' senior secured debt rating,
on Microcell Telecommunications Inc. on CreditWatch with positive
implications following Telus Corp.'s announced cash bid for 100%
of the shares of Microcell. At the same time, the ratings on the
company's subsidiary, Microcell Solutions Inc., were also placed
on CreditWatch with positive implications.

"Should the bid be successful, Microcell's existing debt would
likely be redeemed in its entirety," said Standard & Poor's credit
analyst Joe Morin. Microcell currently has about C$400 million in
senior secured bank debt outstanding. Under the credit facility
covenants, a change of control in Microcell could result in an
acceleration of the debt, which can be exercised at the option of
lenders. In addition, the debt can be voluntarily prepaid at any
time. Standard & Poor's assumes that if the debt is not
accelerated by creditors, Telus would prepay the debt given
the facility's higher interest rates and collateral features.


MIRANT CORP: U.S. Trustee Amends Creditors Committee Membership
---------------------------------------------------------------
George F. McElreath, Assistant United States Trustee for Region
VI, reports that Wachovia Securities and HSBC Bank USA replaced
their representatives in the Official Committee of Mirant Corp.
Unsecured Creditors, and that Bank of America is no longer a
member of the Mirant Creditors Committee.

John Dorans of Citibank, N.A., sits as the Chairman of the Mirant
Creditors Committee.

As of May 5, 2004, the members of the Mirant Unsecured Creditors
Committee are:

       John Dorans, Chairman
       Citibank, N.A.
       250 West Street, 8th Floor
       New York, NY 10013
       Telephone (212) 723-3104
       Fax (212) 723-3899
       john.dorans@citigroup.com

       Lori Ann Curnyn
       Hypovereins Bank
       150 East 42nd Street
       New York, NY 10017-4679
       Telephone (212) 672-5935
       Fax (212) 672-5908
       loriann_curnyn@hvbcrediTadvisors.com

       Ronald Goldstein
       Appaloosa Management, LP
       26 Main Street, 1st Floor
       Chatham, NJ 07928
       Telephone (973) 701-7000
       Fax (973) 701-7055
       R.Goldstein@amlp.com

       Mark B. Cohen
       Deutsche Bank AG
       60 Wall Street
       New York, NY 10019
       Telephone (212) 250-6038
       Fax (212) 797-5695
       mark.b.cohen@db.com

       Tom Bohrer
       Wachovia Securities
       1339 Chestnut Street
       The Widener Bldg., 4th Floor, PA4810
       Philadelphia, PA 19107
       Telephone (267) 321-6663
       Fax (267) 321-6903
       tom.bohrer@wachovia.com

       Sandi Horwitz
       HSBC Bank USA
       452 Fifth Avenue
       New York, NY 10018
       Telephone (212) 525-1324
       Fax (212) 525-1366
       Sandra.e.horwitz@us.hsbc.com

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


MORGAN STANLEY: S&P Rates 2004-HB1 Class D Notes at BB
------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Morgan
Stanley Auto Loan Trust 2004-HB1's asset-backed notes.

The rating on the class A notes reflects 8.25% subordination and
an overcollateralization target amount of 12.0% of the current
pool balance. The rating on the class B notes reflects 5.2%
subordination and an overcollateralization target amount of 7.5%.
The rating on the class C notes reflects 1.70% subordination and
an overcollateralization target amount of 5.5%. The rating on the
class D notes is based on an overcollateralization target amount
of 2.0% of the current pool balance with a floor of 1.0% of the
initial pool balance, and annual excess spread of approximately
2.8%. In addition, the ratings on all classes of notes are based
on the credit quality of the underlying pool of automobile loans
originated by Huntington National Bank, which will continue to
service the loans, and a sound legal structure.

This transaction incorporates a number of structural features. The
payment waterfall begins as a sequential payment structure. The
payment structure may begin to make pro rata principal
distributions if certain target overcollateralization amounts are
achieved. The payment structure also allows for the
reprioritization of subordinate interest to pay senior
principal as additional loss coverage for senior classes. In
addition, there are loan performance triggers built into the
structure that cause the payment priority to switch back to
sequential from pro rata if loan performance deteriorates beyond
certain levels. Due to the reduction in excess spread, this
transaction did not use the premium proceeds feature that was used
in the Morgan Stanley Auto Loan Trust 2003-HB1 transaction.

                         Ratings Assigned
            Morgan Stanley Auto Loan Trust 2004-HB1

            Class           Rating       Amount (mil. $)
            A-1             AAA                  225.300
            A-2             AAA                  165.450
            A-3             AAA                  174.400
            A-4             AAA                  187.285
            B               A+                    25.000
            C               BBB                   28.710
            D               BB                    13.940


NATL ENERGY: King Street Urges Creditors to be Vigilant over Sales
------------------------------------------------------------------
King Street Capital, L.P. and King Street Capital, Ltd. hold
significant amounts of bank debt and bonds of National Energy &
Gas Transmission, Inc. (NEGT), which are Class 3 Unsecured Claims
under NEGT's Third Amended Plan of Reorganization. King Street
objected to NEGT's Motion for Order Authorizing and Approving Sale
of Shares of Gas Transmission Northwest Corporation to TransCanada
American Investments Ltd. on the ground that the substantial risks
of unprotected tax gain arising from the Pipeline Sale and from
other proposed asset sales weigh heavily against proceeding with
the Pipeline Sale at this time.

On May 12, 2004, the Honorable Paul Mannes, Bankruptcy Judge for
the United States Bankruptcy Court for the District of Maryland,
held a hearing on the Sale Approval Motion, which lasted
approximately 6 hours. The Court granted the Sale Approval Motion
regarding the Pipeline, over King Street's objection, but in its
oral ruling from the bench, the Court stated that:

-- "King Street points out the risks inherent to producing the tax
   losses to offset the gain because of possible actions by
   debtor's corporate parent . . . ";

-- "In short, there are weighty and substantial reasons for
   rejecting the sale, of that there is no question"; and

-- "From what the Court has heard, there were numerous reasons
   advanced to cause the Court to believe that the sale may not
   produce what it has promised."

King Street strongly believes that:

-- NEGT's Disclosure Statement for the Plan failed to adequately
   disclose the potential risk of unsheltered tax gains arising
   from the proposed Pipeline Sale and from other proposed asset
   sales;

-- King Street's reluctant path to litigation resulted from its
   inability to obtain sufficient comfort on the critical tax
   questions regarding such asset sales; and

-- All NEGT creditors should be concerned about their potential
   recoveries and should remain vigilant and alert as the Pipeline
   Sale and any other proposed asset sales move forward.


NETDRIVEN SOLUTIONS: March 31 Net Capital Deficit Drops to $221K
----------------------------------------------------------------
NetDriven Solutions Inc. (NDS: TSE) announced unaudited financial
results for the six months ended March 31, 2004 and 2003.

                        Overview

During the second quarter, NDS entered into an amalgamation
agreement dated March 26, 2004, with Cervus Financial Group Inc.
The Amalgamation Agreement remains subject to shareholder and
regulatory approval and the approval of the TSX. The purpose of
the amalgamation is to conclude a transaction that will result in
Cervus obtaining access to public funding to be used to develop
its mortgage lending and financial services business and to
provide NetDriven shareholders with increased liquidity in their
holdings. The amalgamation will also permit NetDriven shareholders
to participate in any growth of Cervus. For further details please
refer to the Information Circular dated March 31, 2004, that can
be found at http://www.SEDAR.com/

                  Results of Operations

Continuing operations in the second quarter of fiscal 2004 reflect
the efforts of NetDriven to finalize restructuring activities and
enter into the proposed Amalgamation Agreement with Cervus.

In the second quarter of fiscal 2004, NetDriven had a net loss of
$134,554.

It should be noted that results from operations in the prior
fiscal 2003 comparative period ended March 31, 2004, includes
operations which were discontinued.

At March 31, 2004, NetDriven Solutions' balance sheet shows a
decrease of stockholders' deficit to $221,423 compared to the
$1,073,178 deficit reported at March 31, 2003.

                         Revenue

NetDriven had no revenue in the six-month period ended March 31,
2004. The sole focus of activities in the period was to complete
the restructuring and to further the amalgamation process with
Cervus.

                     Operating Expenses

The Company had no selling, operations, product development or
production costs in the second quarter of fiscal 2004. General and
administrative expenses of $206,208 consist primarily of contracts
with individuals and organizations aiding in the restructuring of
the business, office occupancy costs and professional fees. The
Company continues to control these expenses to minimize costs
incurred during restructuring as it takes the necessary action to
complete the amalgamation with Cervus.

               Liquidity and Capital Resources

As of March 31, 2004, the Company had cash on hand of $31,048 and,
as the result of restructuring efforts in the first quarter and in
fiscal 2003, no long-term debt.

                      Restructuring

The restructuring plan also included negotiating settlements with
various creditors. Pursuant to agreements dated September 19,
2003, NetDriven entered into settlement agreements with various
creditors to settle outstanding debts and liabilities totalling
$1,532,223. The settlements involved partial payments in cash of
$229,188 and the issuance of 13,099,701 NetDriven Shares for the
balance of the debt. The shares were issued on March 19, 2004.
Shareholder approval was obtained at the Annual and Special
General Meeting held on January 19, 2004. Included in the debt
settlement was indebtedness of $150,000 for management
restructuring fees to be settled through issuance of 10,000,000
common shares and payment of $10,500 in cash. Except for payment
of the cash component of $10,500 associated with settlement of
indebtedness for management restructuring fees, the cash
consideration of the various creditor settlement agreements have
been paid. Creditors included a director and an insider of
NetDriven.

                     Private Placement

The Company issued 14,000,000 NetDriven Shares at a deemed price
of $.02 per share pursuant to a private placement. NetDriven has
received proceeds of $280,000 from the placement. The proceeds
were used for settlement of the cash portion of the restructured
indebtedness, payment of reorganization costs and general working
capital.

                        Outlook

NetDriven has completed the restructuring of its operations. The
Company has entered in to the Amalgamation Agreement with Cervus,
which remains subject to various approvals.

                Risks and Opportunities

Although the Company's restructuring is complete, the success in
repositioning NetDriven to move forward is dependent upon the
successful completion of the amalgamation with Cervus. There are
various conditions to be satisfied prior to the completion of the
amalgamation with Cervus.


NEW HEIGHTS: Asks Court to Approve $1 Million DIP Financing Pact
----------------------------------------------------------------
New Heights Recovery is asking permission from the U.S. Bankruptcy
Court for the District of Delaware for permission to obtain $1
million of Postpetition Financing from Grace Brothers, Ltd., and
Casella Waste Systems, Inc., to finance the ongoing operation of
its business while under chapter 11 protection.

The DIP Credit Agreement provides that Grace will loan to the
Debtor up to $500,000 and Casella will loan the other $500,000.

The DIP Lenders are the controlling interest holders and are
significant creditors of the Debtors.  Grace Brothers has a $2.265
million prepetition secured claim, along with its affiliates Grace
Funding Partners LP holds claims aggregating to $13.83 million.
Casella Waste holds prepetition unsecured claims of $6.11 million,
and is an indirect beneficiary in a $8.26 million prepetition
unsecured claims held by KTI, Inc., and Recovery Technologies
Operations, LLC.

The proceeds of the DIP Financing will be used to pay for:

   a) all operating expenses of the Debtor;

   b) the removal of tires from the Debtor's Chicago Facility;
      and

   c) all postpetition fees and costs of the Debtor, including
      fees and expenses of professionals and fees due to the
      Office of the United State Trustee.

The DIP Financing will terminates on the earliest of:

   a) July 31, 2004;

   b) the date of a sale of all or substantially all of the
      Debtor's assets under Section 363 of the Bankruptcy Code;

   c) effective date of any plan of reorganization; or

   d) the date the Lenders demand payment after any event of
      default.

The Debtor's obligation to the Lenders will bear interest at the
rate of 5% per annum and, should an event of default occur that is
not cured or waives, Default Interest is an additional 3% per
annum.  The Lenders will also receive a $40,000 Facility Fee at
the Termination Date from the Debtors.

The Lenders, as security to the loan extended to the Debtors, will
be granted a superpriority administrative expense claim and a
first priority lien on the DIP Collateral.

The Debtor reports that it was unable to obtain unsecured credit
pursuant to Sections 503(b)(1) and 364(b) of the Bankruptcy Code.

The Debtor submits that the DIP Financing is necessary to preserve
its assets and that the terms of the transaction are fair,
reasonable and adequate.

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


NORTEL NETWORKS: Federal Grand Jury Subpoenas Documents
-------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced that
Nortel Networks has received a Federal Grand Jury Subpoena for the
production of certain documents, including financial statements
and corporate, personnel and accounting records, prepared during
the period Jan. 1, 2000 to date.  The Company has been advised
that the materials sought are pertinent to an ongoing criminal
investigation being conducted by the U.S. Attorney's Office for
the Northern District of Texas, Dallas Division. The Company will
fully cooperate with the authorities in this matter.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The Company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com/

                        *   *   *

As reported in the troubled Company Reporter's April 30, 2004
edition, Standard & Poor's Rating Services lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'. The CreditWatch
implications are revised to developing from negative. The short-
term corporate credit and commercial paper ratings are unchanged,
and remain on CreditWatch with negative implications.

"The actions reflect an increased possibility that holders of
Brampton, Ontario-based Nortel Networks' securities could provide
notice of noncompliance to Nortel Networks, following its
announcement of major changes to its senior executive team, in
addition to an expansion of the existing investigation into its
accounting for fiscal years 2001 through 2003," said Standard &
Poor's credit analyst Bruce Hyman.

As a result of the previously announced delayed filing of its 2003
Form 10-K beyond March 30, 2004, Nortel Networks is not in
compliance with obligations under its indentures on $3.6 billion
in public debt. No notice of noncompliance has been provided by
holders of its securities as a result of that delayed filing,
although holders have had the right to do so since March 29, 2004.
If holders of at least 25% of the outstanding amount of any debt
securities were to provide such notice of noncompliance to Nortel
Networks, and if the company were then to fail to file the 10-K
within a further 90 days, the holders would have the right to
accelerate the maturity of its securities. The ongoing review
means the filing of the 2003 Form 10-K and first quarter 2004
financial reports will continue to be delayed. Nortel Networks'
cash balances at March 31, 2004, were $3.6 billion, approximately
equal to the outstanding debt, while the company has no other
sources of liquidity; cash balances had declined by about
$400 million since December 31, 2003.

As a result of the work to date by the independent audit review,
Nortel Networks will have to further restate 2001 and 2002
financial statements and revise previously reported 2003 results.
Net earnings for 2003 are expected to be reduced by about 50%, and
will be reported in prior periods, resulting in a decrease in
losses reported in 2002 and 2001.


NORTHWESTERN CORP: Montana Regulators Agree Not to Oppose Plan
--------------------------------------------------------------
NorthWestern Corporation (Pink Sheets: NTHWQ) announced that it
has reached a preliminary agreement with the Montana Public
Service Commission (MPSC) and Montana Consumer Counsel (MCC) on
the Company's plan of reorganization and disclosure statement
which is currently before the U.S. Bankruptcy Court for the
District of Delaware. The preliminary agreement was approved by
the MPSC by a 5-0 vote during a public meeting held on May 14,
2004. A final agreement will be completed and submitted for
approval by the bankruptcy court.

"We are pleased that we have been able to work with Montana
regulators on issues that are important both for our utility
customers and for the future of our Company," said Gary G. Drook,
President and Chief Executive Officer of NorthWestern. "This
agreement builds upon the good business practices that the Company
has been implementing during our reorganization and establishes a
shared vision of good governance and fiscal responsibility for
NorthWestern as we move toward our goal of emerging from
bankruptcy by the end of 2004."

Under the preliminary agreement, the Montana Public Service
Commission and Montana Consumer Counsel will not oppose
NorthWestern's plan of reorganization in the bankruptcy court. In
addition, the MPSC/MCC agreed to a settlement of the pending
financial investigation docket. Furthermore, the MPSC/MCC will not
oppose NorthWestern's effort to refinance all or some of its
secured debt including its debtor-in-possession financing as long
as the terms of such financing are comparable to or better than
the indebtedness being financed.

   The preliminary agreement provides for the following actions:

   -- NorthWestern will "ring fence" its public utility assets at
      the parent level.  Debt at the parent company will consist
      only of public utility debt, and proceeds of all parent
      company debt will be used solely to fund activities of the
      public utility.

   -- NorthWestern will file complete documents complying with the
      minimum electric and gas rate case filing standards provided
      under Montana law, whether or not the Company applies for an
      adjustment in rates, no later than Sept. 30, 2006, based on
      a 2005 test year.  It is further agreed, that the burden of
      proof in a new rate case filing will fall on any party that
      is seeking to change rates from currently approved levels.

   -- NorthWestern has engaged an independent consulting firm to
      evaluate its utility transmission and distribution
      infrastructure and maintenance practices, and the Company
      will work with the MPSC/MCC in implementing appropriate
      recommendations.

   -- NorthWestern will provide notice of any material transfer,
      merger, sale, lease or other disposition transaction
      involving public utility assets.

   -- NorthWestern will not provide financial support to its
      nonutility subsidiaries unless the Company's consolidated
      book equity as a ratio to consolidated total assets is at
      least 40 percent.  Under those circumstances, the Company
      will be permitted to provide limited financial assistance to
      its subsidiaries based on the Company's credit ratings.

   -- NorthWestern will maintain separate accounting records for
      each subsidiary and the public utility.  Universal Service
      Benefit collections will continue to be collected in a
      separate bank account.

   -- NorthWestern will have a new, independent Board of Directors
      and will use reasonable efforts to attract and retain
      directors with utility or energy expertise.

   -- NorthWestern will provide evidence of minimum cash or
      available credit of not less than $75 million prior to its
      confirmation hearing on its plan of reorganization.

   -- NorthWestern agreed to pay the fees and out-of-pocket
      expenses of MPSC and MCC professionals.

NorthWestern will make appropriate modifications to its proposed
plan of reorganization and disclosure statement to reflect the
final agreement with the MPSC/MCC for submittal to the bankruptcy
court, along with a request of the bankruptcy court to approve the
agreement. The bankruptcy court will conduct a hearing on May 17,
2004, regarding the disclosure statement.

                    About NorthWestern

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


NQL DRILLING: Considers Sale & Taps Simmons to Evaluate Options
---------------------------------------------------------------
NQL Drilling Tools Inc. (TSX - NQL.A) announced its financial
results for the first quarter as well as the status of its
strategic process.

                 Update On Strategic Process

As previously announced, NQL has formed a special committee of the
Board of Directors to consider various options that may be
available to the Company to enhance shareholder value. The special
committee has retained Simmons & Company International, a Houston
based investment banking firm specializing in the energy industry,
to assist the Board of Directors in considering and evaluating
strategic alternatives. At this time NQL is continuing to
investigate options available to it, including a possible sale of
the Company. To that end, NQL has entered into confidentiality
agreements with several interested parties in advance of possible
discussions concerning a transaction. The Company expects that
should a sale or other transaction be pursued, any such
transaction would be publicly announced at some point in the
next 90 days.

                  First Quarter Highlights

    Highlights for the quarter include:

        -  Closed previously announced sale of Ackerman
           International for total proceeds of US$1.4 million;

        -  Negotiated sale of the Company's RTI casing exit tool
           for total proceeds of US$0.6 million. Closing of this
           transaction occurred in April;

        -  Completed the merger of the Company's Tool and Bit
           divisions under one marketing umbrella to take
           advantage of the Company's worldwide sales
           infrastructure and to increase marketing focus on
           the expanding performance drilling market. NQL is
           uniquely positioned to offer performance drilling
           systems which involve the provision of a downhole mud
           motor paired with a fit-for-purpose drill bit;

        -  Completed a refinancing of the Company's long-term debt
           and other credit facilities; and

        -  Implemented the preliminary steps in a cost
           rationalization program.


               Management's Discussion And Analysis

                First Quarter Operations Review

First quarter revenue declined in 2004 versus 2003 primarily due
to continued slow activity levels in the Gulf of Mexico that
reduced sales for the Company's Bit Division. NQL's Bi-Center Bit
product line in particular is dependant upon offshore drilling
activity in areas such as the Gulf of Mexico. Ignoring the impact
from one individual motor sale in 2003, revenue from the Company's
Tool Division was up year-over-year, while the Fishing Division
continued to post strong results in response to high drilling rig
counts in Canada and the continued growth of its business in the
United States.

                          Revenue

Revenue during the first quarter of 2004 included $15.8 million
(2003 - $16.2 million) from the Tool Division, $5.2 million
(2003 - $7.6 million) from the Bit Division and $6.5 million
(2003 - $6.0 million) from the Fishing Division. Geographically,
revenue during the first quarter of 2004 in the Tool Division was
broken down between $4.8 million (2003 - $6.3 million) in Canada,
$7.2 million (2003 - $6.5 million) in the United States and $3.8
million (2003 - $3.4 million) from various international
locations, the largest of which were Venezuela at $1.2 million
(2003 - $0.2 million) and Holland at $1.2 million
(2003 - $0.9 million).

Revenue from the Tool Division in Canada during the first quarter
of 2003 included a large motor sale that was not replicated during
the first quarter of 2004 and accounted for the largest portion of
the year-over-year decline in Canadian Tool revenue.

                    Expenses and Margins

Gross margins for the first quarter of 2004 were 42 percent
compared to 48 percent in the comparable period of 2003. Margins
declined in 2004 when compared to 2003 as a result of poor results
in Argentina and Mexico where revenue levels declined dramatically
in a market where the cost structure is largely fixed. In
addition, effective January 1, 2004, the Company determined
that certain engineering and support costs related to its EM-MWD
product line should be treated as direct costs as opposed to
general and administrative costs. This change is consistent with
the shift in strategic focus for this product line from a
rental/leasing model to a system sale model.

                          G&A

Administrative costs for the first quarter declined from $9.5
million in 2003 to $8.4 million in 2004. This decline was the
result of cost cutting initiatives implemented in early 2004, as
well as the impact of the reclassification of certain expenses
related to the Company's EM-MWD system from general and
administrative to direct expenses to reflect the changing
strategic focus of the Company related to this tool.

                      Amortization

Amortization expense declined from $3.7 million during the first
quarter of 2003 to $2.9 million in the comparable 2004 period.
This decline is primarily a result of the requirements under
Canadian GAAP to cease depreciating assets once they are
classified as being held for sale. During the fourth quarter of
2003, the Company announced its intention to dispose of several
business units and capital assets in conjunction with its overall
restructuring efforts at which time a significant dollar value of
capital assets were reclassified as being held for sale. These
assets are carried at the lower of their carrying amount and fair
value net of estimated disposition costs.

                          Interest

Interest expense during the first quarter was $0.8 million, a
significant decline from the $1.9 million recorded in the same
period of 2003. The reduction in interest expense was primarily
due to a significant decrease in debt levels resulting from the
proceeds of two equity issues in late 2003. In addition, during
early 2003 the Company was incurring punitive interest costs
and fees charged by its then existing lenders as a result of the
financial difficulties the Company was experiencing at that time.

                 Stock Based Compensation

Effective January 1, 2004, the Company adopted the revisions to
CICA Handbook Section 3870 "Stock-Based Compensation and Other
Stock-Based Payments". The revised section 3870 requires that the
fair value of common share purchase options, calculated at the
date of grant, are to be recorded in the income statement over the
vesting period of those grants. As the Company has retroactively
applied this standard without restatement of prior periods,
there is no corresponding expense for the three months ended March
31, 2003.

                 Discontinued Operations

During the fourth quarter of 2003, management and the Board
conducted an internal analysis of all aspects of the Company and
concluded that certain of its assets and operations were no longer
central to the longer-term strategy of the Company. Discontinued
operations during the first quarter included the Company's tool
operations in Bolivia. In 2003 discontinued operations included
Ackerman International and the Company's tool operations in
Bolivia.

             Net Loss and Loss per share

Overall, the Company recorded a net loss of $0.9 million
($0.02/share) during the first quarter of 2004 that compares to a
loss of $1.2 million ($0.04/share in 2003). The first quarter 2004
after tax loss included $0.6 million of non-cash expenses related
to stock based compensation, $0.2 million of foreign exchange
losses primarily related to Venezuela associated with a
devaluation of that country's currency, and $0.7 million of
negative earnings in Mexico and Argentina. Excluding the impact of
these items, NQL would have posted a small profit during the first
quarter of 2004.

The amount of the per share loss in 2004 was impacted by the
significant increase in the weighted average number of common
shares outstanding resulting from the significant number of shares
issued in late 2003 in conjunction with the financial
restructuring of the Company.

        Capital Resources, Liquidity and Share Capital

As at March 31, 2004, the Company had a working capital surplus of
$26.4 million, unchanged from December 31, 2003. As a result of a
build in accounts receivable during the quarter, cash flow from
continuing operations was negative $2.2 million and was financed
primarily by a corresponding increase in the Company's operating
line of credit. At this time the Company has sufficient
availability in its operating lines of credit to meet the
ongoing obligations of the Company.

At May 14, 2004, the Company had 42.6 million common shares, 3.4
million stock options (1.2 million exercisable) and 0.1 million
warrants (0.1 million exercisable), virtually unchanged from
December 31, 2003.

                        Outlook

Land drilling activity levels in Canada and the United States are
expected to remain very strong for the remainder of 2004. In
addition, management is beginning to see the benefits of the
strategy to merge the tool and bit divisions of the Company to
serve the growing performance drilling market. However, until
offshore drilling activity improves in areas such as the Gulf of
Mexico, the Company expects demand for its Bi-Center drill bits to
continue to be weak.

Although the Company did post a loss in the first quarter,
management believes that the initiatives undertaken to date,
together with a strong focus on optimizing ongoing operations,
will allow NQL to return to profitability during 2004.

                 About the Company

NQL Drilling Tools Inc. is an industry leader in providing
downhole tools, technology and services used primarily in drilling
applications in the oil and gas, environmental and utility
industries on a worldwide basis. NQL trades on the Toronto Stock
Exchange under the symbol NQL.A.


NRG ENERGY: Remaining Debtors Ask To Extend Exclusive Periods
-------------------------------------------------------------
Debtors NRG McClain, LLC, LSP-Nelson Energy, LLC, and NRG Nelson
Turbines, LLC, ask the Court to extend their Exclusive Periods
for:

   (a) filing a Chapter 11 plan through September 8, 2004; and

   (b) obtaining acceptances through November 8, 2004.

Samuel S. Kohn, Esq., at Kirkland & Ellis, in New York, tells the
Court that the Remaining Debtors are making great strides with
respect to their Chapter 11 cases.  Accordingly, an extension of
the Exclusive Periods is both necessary and appropriate to allow
the Remaining Debtors to commence and consummate the next stage
in the administration of their estates.

Since the NRG McClain Petition Date, NRG McClain has been
diligently working on one goal -- to consummate the Sale of NRG
McClain's assets to Oklahoma Gas and Electric Company.  This can
only occur subsequent to the approval by the Federal Energy
Regulatory Commission of the Sale.  Additional time is required
to obtain the FERC approval, effectuate the closing of the Sale,
and formulate a Chapter 11 plan or other disposition of the
Chapter 11 case.

On the other hand, Thomassen Amcot International, LLC, has
identified over 60 potential interested parties for the purchase
of the Nelson Entities' assets.  Thomassen is in the process of
working with those parties who respond with interest to get them
information necessary to make a bid on the Nelson Entities'
assets.

The delay of filing a plan is not occasioned by any fault of NRG
McClain but rather by the lengthy regulatory approval process.
Furthermore, NRG McClain has diligently worked together with the
prepetition lenders and Oklahoma Gas to take all actions
necessary to move the process forward.

The Remaining Debtors need additional time to concentrate on the
remaining elements that are critical to the development and
implementation of a plan of reorganization or other deposition of
their Chapter 11 cases.  Terminating the Debtors' Exclusive
Periods at this critical juncture, would be a significant setback
and could cause uncertainty at this critical point of time in the
bankruptcy process. (NRG Energy Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ONLINE POWER: Files Chapter 11 Petition in Colorado Bankr. Court
----------------------------------------------------------------
OPS, OnLine Power Supply, Inc. (OTC:OPWR) announced that on May
14, 2004, the company filed a petition for relief under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Colorado.

A motion to Approve Debtor in Possession (DIP) financing has been
filed with the court. As part of that motion, OPS has requested
authority to borrow up to $125,000.00 from Saturn Electronics &
Engineering, Inc. to provide operating capital during the pendency
of the Chapter 11.

OPS and Saturn have also proposed to enter into an asset purchase
agreement. The agreement calls for Saturn, subject to Bankruptcy
Court approval, to purchase substantially all of OPS' assets for
$400,000. That amount includes a credit for the outstanding
balance due to Saturn for the DIP financing. The Saturn offer is
also subject to higher and better offers which will be entertained
at an auction which is expected to occur in August 2004. This
proposed sale and the auction procedures and dates for the sale
are the subject of other motions which have been filed with the
Bankruptcy Court. Parties interested in purchasing OPS' assets
should contact the company for more information.

OPS holds a U.S. patent for the process of producing AC to DC
power supplies that provide efficiencies of up to 97 percent,
extended operating temperature ranges and above average power
densities, all with no magnetic thermal deration. This innovation
is called Distributed Power Magnetics (DPM) and is the first
significant breakthrough in power supply technology in over 23
years. The sophisticated DPM products also boast impressive MTBF
statistics, all in the lightest and smallest footprint available
for their particular configurations. Benefited industries include
telecommunications, data communications, networking and
industrial. Company Web site is at http://www.powersupply.com/


PARMALAT FINANZIARIA: Reports Key Actions in April 2004
-------------------------------------------------------
Parmalat Finanziaria SpA in Extraordinary Administration intends
to begin a process of periodic communication of the actions
undertaken by the Group while in Extraordinary Administration.

To this end at the mid-point and at the end of each month a press
release will be issued summarizing the key actions undertaken over
the previous two-week period.

This first release summarizes the actions of the month of April.
The company will continue to communicate to the market in the
normal way any actions or issues of a "price sensitive" nature.

     (1) As at 30 April the companies in Extraordinary
         Administration have not taken on any new financial debt.
         In particular Parmalat SpA in Extraordinary
         Administration has cash resources of EUR23 million.

         To date no use has been made of the line of credit of
         EUR105 million extended by a pool of banks on 4 March
         2004.

     (2) During the course of the month the following companies
         have been declared insolvent and therefore brought under
         the umbrella of the Extraordinary Administration:

         * ELIAIR SRL (aircraft),
         * NEWCO SRL (plant),
         * PANNA ELENA C.P.C. SRL,
         * CENTRO LATTE CENTALLO SRL,
         * TAUROLAT SRL,
         * G.F.A. SRL,
         * SAF SRL,
         * PARMA ASSOCIAZIONE CALCIO SPA

         Taurolat S.r.l., G.F.A. S.r.l. and SAF S.r.l. are three
         holding companies to which 32 concessionary companies
         involved in the distribution of Parmalat products refer.

         The complete list of companies in Extraordinary
         Administration is available for inspection [at]
         http://web.ltt.it/tribunale/home.htm

   (3) The following activities have been sold:

       Nicaragua

       Parmalat Nicaragua SA signed an agreement with Grupo
       Financiero y Corporativo LAFISE, that foresees the
       transfer of all of the assets and liabilities of Parmalat
       Nicaragua SA to a newly formed company 51% of which will
       continue to be owned by Parmalat Nicaragua SA, while 49%
       will be transferred to LAFISE. In return the latter will
       repay the company's entire bank debt of $5.4 million.

       Thailand

       Parmalat SpA in Extraordinary Administration sold to
       Campina International Holding B.V. its holding of 89.79%
       of the share capital of Parmalat Thailand, Ltd.  The Thai
       company was sold along with its debt with banks of
       EUR2.8 million for a symbolic value of $1; the transaction
       entailed a capital loss for the Group of EUR4.1 million.

       NOM

       Parmalat Austria GmbH signed with Raiffeisen-Holding
       Niederosterreich-Wien reg.Gen.m.b.H., an agreement for the
       sale of its participation of 25% plus one share of the
       share capital of the Austrian company NOM AG.

       The sale will become effective with:

          (i) the lifting of the sequestration order relating to
              NOM shares;

         (ii) the conclusion of an agreement relating to the
              supposed right of collateral claimed by Raiffeisen
              Zentralbank Osterreich AG over NOM shares;

        (iii) the waiver by NOM of all claims for damages against
              Parmalat SpA in Extraordinary Administration; and

         (iv) the non-exercise by Parmalat Austria GmbH or
              Parmalat SpA in Extraordinary Administration of the
              option right over 50% of the share capital of NOM.

       The closing of the transaction is expected to take place
       no later than 15 December 2004.

       The sale consideration of EUR37.6 million has been
       deposited with a notary who will free the funds to one of
       the parties depending on whether closing takes place or no
       agreement is reached.

       From the beginning of the Administration until 30 April
       2004 disposals have raised EUR21 million and financial
       debt has been reduced by EUR7 million.

   (4) AT Kearney has completed is review of the Group's
       industrial plan.  The relevant Comfort Letter is expected
       to be received during the early days of May.

   (5) At the end of the month meetings took place in Collecchio
       (Parma) with managers from the Group's principal companies
       in order to provide more detail for the Industrial Plan.
       AT Kearney and PricewaterhouseCoopers (PWC) took part in
       these meetings.

   (6) PWC completed the 2004 budget and the 2005/2006 plan for
       the Group's principal units.  Their final report is
       expected to be received in early May.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PARMALAT USA: Creditor-Supported Farmland Plan in the Works
-----------------------------------------------------------
Farmland Dairies, LLC intends to work with its creditors to
develop a plan to reorganize and restructure its business.  This
plan will include assets of Parmalat USA Corp. and Farmland
Dairies, LLC.  Farmland Management believes this plan will provide
the necessary long-term financial and operational stability
required to ensure that Farmland could continue to successfully
operate its dairy business in the United States.

Since Farmland began its Chapter 11 case on February 24, 2004,
management has thoroughly reviewed the business. Based on that
review, it was concluded that the best course of action is to
develop a plan of reorganization to allow Farmland to emerge from
Chapter 11 with a new capital structure in place, and to make
operational improvements to achieve the long-term financial and
operational stability the business requires to succeed. The post-
petition lenders have decided to move forward on this plan. To
this end, it was determined not to pursue a sale of assets at this
time, and the post-petition lending agreement will be modified to
remove all deadlines relating to a sale of assets.

"The development of this plan is recognition of the intrinsic
value of the Farmland business and its future profitability," said
Jim Mesterharm, Principal, AlixPartners. "While Farmland's
original DIP financing package continues to provide the liquidity
necessary for operations in the shorter term, the company is now
in a position to be able to work with post-petition lenders and
other creditors to secure longer-term financing that, when in
place, would allow Farmland to develop and implement a standalone
restructuring plan around the Company's core businesses."

Farmland is also in the process of initiating a search process
with the goal of hiring a CEO to lead the business in the future.

Farmland's bankruptcy case has been assigned to the Honorable
Judge Robert Drain of the United States Bankruptcy Court for the
Southern District of New York. Further information can be obtained
via the Internet at http://www.nysb.uscourts.gov/


PLAINS EXPLORATION: S&P Raises Corporate Credit Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on independent oil and gas companies Plains Exploration &
Production Co. (PXP) and Nuevo Energy Co. (NEV) to 'BB' from 'BB-'
and removed the ratings from CreditWatch, where they were placed
on Feb. 12, 2004. Standard & Poor's also raised its senior
subordinate debt rating on PXP and NEV to 'B+' and raised NEV's
preferred stock rating to 'B'. The outlook is stable.

The combined PXP and NEV entity will have about $825 million of
debt, pro forma for this transaction and recent asset sales.

"The rating actions follow today's announcement that PXP and NEV
stockholders have approved the stock-for-stock acquisition of NEV,
which is valued at about $945 million," noted Standard & Poor's
credit analyst Steven K. Nocar. "Although PXP will not initially
guarantee NEV's debt and NEV will merge into PXP as an
unrestricted subsidiary, Standard & Poor's believes that PXP will
likely collapse this structure and refinance outstanding NEV debt
in the near term," he continued. As such, Standard & Poor's has
harmonized the two ratings.

The ratings on the combined entity reflect its participation in a
volatile, competitive, and highly capital-intensive industry and
the challenging economics associated with the reserve base. These
weaknesses are somewhat offset by a high percent of long-lived,
company-operated properties and a strategy of reducing operating
cash flow volatility though an extensive hedging program.

The stable outlook reflects the significant cash flow protection
enjoyed through attractively priced commodity hedges and
expectations that the company will use free cash flow to reduce
debt. Standard & Poor's expects that potential acquisitions will
be financed in a balanced manner.


PUBLICARD: Balance Sheet Insolvent by $3.4 Million at March 31
--------------------------------------------------------------
PubliCARD, Inc. (OTCBB:CARD) reported its financial results for
the quarter ended March 31, 2004.

Sales for the first quarter of 2004 declined to $828,000, compared
to $1,413,000 a year ago. The Company experienced substantially
reduced volume in its direct sales channel in the United Kingdom
as well as a decline in revenues through its U.S. distribution
partners. The Company reported a net loss for the quarter ended
March 31, 2004 of $503,000, or $0.02 per share, compared with net
income of $1,000,000, or $0.04 per share, a year ago. The 2004 and
2003 results include gains of $477,000 and $1,707,000,
respectively, relating to various insurance settlements.

As of March 31, 2004, cash and short-term investments totaled
$2,871,000. In February 2004, the Company entered into a binding
agreement to assign to a third party certain insurance claims
against a group of historic insurers. The claims involve several
historic general liability policies of insurance issued to the
Company. After allowance for associated expenses and offsetting
adjustments, the Company received net proceeds of approximately
$477,000 in May 2004.

At March 31, 2004, PubliCARD Inc.'s balance sheet shows a total
shareholders' deficit of $3,433,000 compared to a deficit of
$2,928,000 at December 31, 2003

                  About PubliCARD, Inc.

Headquartered in New York, NY, PubliCARD, through its Infineer
Ltd. subsidiary, designs smart card solutions for educational and
corporate sites. The Company's future plans revolve around a
potential acquisition strategy that would focus on businesses in
areas outside the high technology sector while continuing to
support the expansion of the Infineer business. However, the
Company will not be able to implement such plans unless it is
successful in obtaining additional funding, as to which no
assurance can be given. More information about PubliCARD can be
found on its web site http://www.publicard.com/


RURAL/METRO: March 31 Balance Sheet Upside Down by $209 Million
---------------------------------------------------------------
Rural/Metro Corporation (Nasdaq: RURLC), a leading national
provider of medical transportation and fire protection services,
announced the results for its fiscal 2004 third quarter ended
March 31, 2004.

Net revenue for the three months ended March 31, 2004 was $136.8
million, compared to $123.7 million for the same quarter of the
prior year, representing an increase of 10.6%. For the nine months
ended March 31, 2004, net revenue was $401.0 million, compared to
$368.0 million for the same period of the prior year, representing
an increase of 9.0%.

Medical transportation and related service revenue increased $12.1
million, or 11.5%, from $105.7 million for the three months ended
March 31, 2003 to $117.8 million for the three months ended March
31, 2004. These overall results reflect the Company's continued
focus on same-service-area growth, improved billing and
collections, rate increases, and operational efficiencies. On a
same-service-area basis, medical transportation and related
service revenue for the three months ended March 31, 2004
increased $9.7 million, or 9.1% over the same period of the prior
year. Additionally, there was a $1.9 million increase in revenue
related to new contracts.

Fire and other revenue increased approximately $1.0 million, or
5.6%, from $18.0 million for the three months ended March 31, 2003
to $19.0 million for the three months ended March 31, 2004. The
increase is primarily due to an increase in fire subscription
revenue of $0.8 million primarily as a result of increased
subscription rates.

Income from continuing operations for the three months ended March
31, 2004 was $2.2 million, compared to a loss from continuing
operations of $(11,000) in the same period of fiscal 2003. For the
first nine months of fiscal 2004, the company reported income from
continuing operations of $5.1 million, compared to a loss from
continuing operations of $(2.0) million for the same period in
fiscal 2003.

Jack Brucker, President and Chief Executive Officer, said, "We are
pleased to generate consistent growth in revenue and income, as we
execute on our strategic plan to increase market share in existing
service areas. Our commitment to this plan has resulted in
consistent improvement in financial and operating performance."

For the three months ended March 31, 2004, medical transport
volume increased by approximately 6.0%, representing 15,600
additional transports over the same period of the prior year.
Approximately 4,400 of the additional transports provided in the
three-month period were attributed to new contract activity. For
the nine months ended March 31, 2004, medical transport volume
increased by 5.2%, representing an additional 39,400 transports
over the same period of the prior year. Approximately 13,000 of
the additional transports provided in the nine-month period were
attributed to new contract activity.

For the three months ended March 31, 2004, the company reported
$12.3 million in earnings before interest, taxes, depreciation and
amortization (EBITDA), compared to $11.1 million for the same
period of the prior year. For the first nine months of fiscal
2004, the company reported EBITDA of $36.7 million, compared with
$43.7 million for the same period of the prior year. Excluding a
$12.5 million, non-cash gain for the disposal of the company's
Latin American operations, EBITDA for the nine months ended March
31, 2003 would have been $31.2 million.

Cash collections for the three months ended March 31, 2004 totaled
$115.7 million, compared to $110.0 million for the same period in
fiscal 2003. For the nine months ended March 31, 2004, cash
collections totaled $340.3 million, compared to $330.8 million for
the same period in fiscal 2003.

Brucker continued, "While we are diligent in our ongoing efforts
to create consistent growth, we also remain intently focused on
sustaining strong cash-flow performance." Daily cash deposits for
the three months ended March 31, 2004 averaged $1.9 million,
compared to an average of $1.8 million daily for the three months
ended March 31, 2003.

Contract activities during the quarter included the award of long-
term, exclusive medical transportation renewal contracts in two
Arizona communities and one aircraft rescue and fire fighting
(ARFF) renewal contract at a municipal airport in North Dakota.
The medical transportation contract renewals were awarded for
continuing service to the Town of Gilbert, Arizona, and the City
of Apache Junction, Arizona. Each contained terms of up to nine
years. The ARFF contract provided for a two-year renewal to
continue providing airport fire and safety services to the
Bismarck Municipal Airport in North Dakota.

"We are very pleased to continue serving each of these customers,"
Brucker said, adding, "Our ability to continuously renew contract
relationships illustrates the high level of confidence and
satisfaction that our customers have in the quality of our
services."

At March 31, 2004, Rural/Metro Cororation's balance sheet shows a
stockholders' deficit of about $209 million compared to a $210
million deficit at June 30, 2003.

                   About Rural/Metro

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, and other safety services
in 24 states and more than 400 communities throughout the United
States. For more information, visit the company's web site at
http://www.ruralmetro.com/


SAFFRON FUND: Stockholders Back Liquidation & Dissolution Plan
--------------------------------------------------------------
The stockholders of Saffron Fund, Inc. (NYSE:SZF) voted to approve
a Plan of Liquidation and Dissolution at the Annual General
Meeting in New York. The Board of Directors of the Fund intends to
meet next week to consider the implementation of the Plan.

The Plan will become effective only upon the finding by the Board,
in its sole discretion, that any and all possible claims pending
against the Fund, the Board and each Director have been resolved
in a satisfactory manner.

Saffron Fund, Inc. is a closed-end, non-diversified management
investment company.


SENTRY TECHNOLOGY: Equity Deficit Widens to $195,000 at March 31
----------------------------------------------------------------
Sentry Technology Corporation (OTC Bulletin Board: SKVY) reported
financial results for the Company's first quarter ended March 31,
2004.

Revenues for the first quarter were $2,946,000, compared to
revenues of $3,574,000 reported in the first quarter of the prior
year. While sales of the Company's SmartTrack systems nearly
doubled in the first quarter of 2004 over the same period in 2003,
the reduction in total revenues was primarily attributable to
lower sales of conventional CCTV products to two of the Company's
major customers. Despite lower revenue levels, as a result of its
restructuring efforts, Sentry was able to reduce its net loss to
$192,000, or $(0.00) per share in the first quarter of 2004,
compared to a net loss of $494,000, or $(0.01) per share, in the
first quarter of last year.

The reported results do not include the impact of the $2 million
Brascan Technology Fund financing or the acquisition of ID Systems
Canada Inc. and ID Systems USA, Inc., which were completed after
the end of the first quarter.

"During the first quarter, we expended significant management time
and energy to complete a much needed financing with Brascan
Technology Fund and to acquire ID Systems, both of which closed on
April 30th," said Peter Murdoch, President and CEO of Sentry
Technology Corporation. "Even with this distraction, we were able
to accomplish a great deal to prepare our Company for growth in
anticipation of receiving new working capital including: the
hiring of an experienced US Dealer Sales Manager, who has
contracted and trained leading manufacturer sales rep firms in the
United States; the introduction of SentryVision(R) Server, a new
digital video server offering value added performance for our
primary SmartTrack traveling camera system; and most importantly,
making continued efforts to satisfy our customers who are among
the world's largest companies."

Mr. Murdoch continued, "During the first quarter, we shipped
SmartTrack systems to the world's largest company, the world's top
three retail home centers, Europe's largest retailer and America's
second largest retailer. New customers have been developed
including IKEA in Spain and the first order for SmartTrack in
Brazil. SmartTrack sales where up 97% over first quarter 2003. We
are confident that the decision to concentrate efforts on our
proprietary SmartTrack system, while developing complementary
products and stronger sales channels will ensure success."

At March 31, 2004, Sentry Technology's balance sheet shows a
stockholders' deficit of $195,000 compared to a deficit of
$125,000 at December 31, 2003.

                  About Sentry Technology

Sentry Technology Corporation designs, manufactures, sells and
installs a complete line of Radio Frequency (RF) and Electro-
Magnetic (EM) EAS systems and Closed Circuit Television (CCTV)
solutions. The CCTV product line features the SentryVision(R)
SmartTrack system, a proprietary, patented traveling Surveillance
System. The Company's products are used by retailers to deter
shoplifting and internal theft and by industrial and institutional
customers to protect assets and people. The recent acquisition of
ID Systems expands the Company's product offering to include
proximity Access Control and Radio Frequency Identification (RFID)
solutions. For further information, please visit our Web site at
http://www.sentrytechnology.com/


SIERRA HEALTH: S&P Affirms B+ Ratings & Shifts Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sierra
Health Services Inc. (NYSE:SIE) to positive from stable. At the
same time, Standard & Poor's affirmed its 'B+' counterparty credit
rating on Sierra and its 'B+' issue credit rating on Sierra's $115
million 2.25% senior convertible notes due March 2023.

"The revised outlook reflects Sierra's improved profitability,
strengthened capital adequacy, and more focused market profile,
offset by its geographic concentration, narrow product scope, and
contingency exposure to its recently divested workers'
compensation business," explained Standard & Poor's credit analyst
Joseph Marinucci.

In 2004, Sierra's overall market scope will become less
diversified and more concentrated due to divestiture of its
workers' compensation business and expiration of its contract with
the Department of Defense to administer the TRICARE program in the
northeastern U.S.

Standard & Poor's expects Sierra's Managed Healthcare Division
(excludes TRICARE) member base to grow moderately in 2004 and
range from 550,000-575,000 members. Furthermore, Sierra's core HMO
member base is expected to achieve stronger growth to 315,000-
325,000 members. Operating performance is expected to remain very
strong in 2004, with no special charges anticipated. If Sierra
were to achieve Standard & Poor's earnings expectations in 2004,
pretax income would likely range from $140 million-$160 million.
Debt leverage and interest coverage would be 30%-40% and exceed
25x, respectively, which is considered very conservative for the
rating. In 2004, Standard & Poor's expects cash inflow to the
parent company to increase moderately as the holding company
derives significant cash inflows from management from regulated
subsidiaries.

An upgrade will depend on Sierra meeting the above referenced
metrics and not being subject to any surprises in connection with
the run-off of its divested workers' compensation business
(contingency exposure) since a material deviation could impair the
company's earnings-to-cash-flow profile and result in a lower
quality of capital.


SLATER STEEL: Obtains Exemptions From Filing Financial Statements
-----------------------------------------------------------------
Slater Steel Inc. announced that it has received exemptions from
each of the securities regulatory authorities in the provinces of
Ontario, Alberta, British Columbia, Quebec, Saskatchewan, Nova
Scotia and Newfoundland and Labrador with respect to the
requirements to file

     (i) comparative financial statements for the financial year
         ended December 31, 2003, and to deliver such statements
         to shareholders, within 140 days of the financial year
         end and

    (ii) interim financial statements for the period ended
         March 31, 2004, and to deliver such statements to
         shareholders, within 45 days of the end of such period.

In addition, the securities regulatory authorities of each of
Ontario, Quebec and Saskatchewan granted Slater exemptions from
the requirement to file an annual information form for the
financial year ended December 31, 2003 and to file Management's
Discussion and Analysis relating to the financial year ended
December 31, 2003 and deliver such Management's Discussion and
Analysis to shareholders within 140 days of the financial year
end. These exemptions have been granted on the condition that
Slater issues a press release disclosing the details of the
granting of such relief and that Slater files on SEDAR all reports
that it or PricewaterhouseCoopers Inc., the monitor appointed in
respect of Slater's insolvency proceedings, files with the Ontario
Superior Court of Justice within 10 days of the date of any such
filing. The exemptions will no longer apply in the event that
Slater emerges from creditor protection under the Companies'
Creditors Arrangement Act or in the event that Slater implements a
proposal under the Bankruptcy and Insolvency Act.

The Company and its subsidiaries sought creditor protection under
applicable Canadian and U.S. legislation on June 2, 2003 and have
announced either the wind down and orderly realization or the sale
of its remaining assets. Slater once again stated that it does not
expect that shareholders will receive any value from the
insolvency proceedings.

Slater Steel U.S., Inc. is a mini mill producer of specialty steel
products. The Company filed for  Chapter 11 Protection under the
U.S. Bankurptcy Code (Bankr. Del. Case No.: 03-11639) on June 2,
2003 before the Honorable Mary F. Walrath. The Debtors' counsel
are Daniel J. DeFranceschi, Esq. and Paul Noble Heath, Esq. of
Richards Layton & Finger.


SOLUTIA INC: Proposes Key Employee Retention Program
----------------------------------------------------
As part of their workforce of approximately 6,350 employees
world-wide, the Solutia, Inc. Debtors and their wholly owned
foreign non-debtor subsidiaries have identified a core group of
approximately 190 employees consisting of senior level personnel,
critical managers and technical personnel who provide them with
essential management and other necessary services.  Conor D.
Reilly, Esq., at Gibson, Dunn & Crutcher, LLP, in New York, tells
the Court that the Key Employees are indispensable to the Debtors'
business operations and contribute specialized knowledge and skill
in their individual areas of responsibility.

                 The Key Executive Agreements

Solutia, Inc., is in the process of restructuring its senior
management.  On May 4, 2004, the board of directors of Solutia
made significant changes to the executive management team.  The
recent changes in management structure were made in consultation
with the Official Committee of Unsecured Creditors and the
changes have the support of key constituencies in these Chapter
11 cases.  The Debtors are confident that the new team can
capably lead Solutia toward execution of its new business plan
and development of a reorganization plan.

Mr. Reilly relates that it is critically important that the
Debtors implement a retention plan that will ensure the continued
employment of Solutia's senior leadership and will provide
appropriate incentives to encourage a strengthening of Solutia's
business lines, implementation of necessary cost-cutting and
other measures and emergence from Chapter 11 as quickly and
efficiently as practicable.

The Debtors and the Creditors Committee agree that incentives for
senior management must be revised to address the recent
management change and related shifts in leadership structure and
responsibilities.  Thus, Solutia and the Creditors Committee are
continuing to discuss retention agreement terms with certain of
the Debtors' senior executives.  When finalized, the agreements
will provide for compensation commensurate with the new
responsibilities being undertaken by the executives, with a
significant emphasis on performance-based pay and will provide
for retention or success transaction bonuses to incentivize
retention and performance.  In addition, Solutia has executed
separation agreements with its departing executives that provide
separation pay.  The separation pay will be paid by allowing the
draw down and effective termination of certain letters of credit
that had secured Solutia's obligations to those executives.

The Debtors intend to file the finalized agreements with their
executive employees as soon as possible.

                The Key Employee Retention Program

To alleviate the concerns of all of the other Key Employees about
their future prospects with the Debtors and to retain them during
these Chapter 11 cases, the Debtors have worked extensively with
their professionals to develop their proposed key employee
retention program.  The Debtors' compensation consultants from
Mercer Human Resource Consulting performed a comprehensive
analysis of the Debtors' compensation structure, retention needs,
competitive practices within the Debtors' industry, and retention
programs in similar Chapter 11 cases.  Based on the analysis,
Mercer assisted the Debtors in developing a KERP that provides
incentives for the Debtors to employ their core management team
and other Key Employees.  Most of the work was done before the
Debtors even filed for bankruptcy and at that time the Debtors
discussed the various KERP proposals with professionals for the
prepetition unofficial ad hoc committee of bondholders.

Mr. Reilly states that the proposed KERP is designed to provide
the Key Employees with competitive financial incentives to:

   -- remain employees of the Debtors throughout the critical
      stages of these Chapter 11 cases; and

   -- assume the additional administrative and operational
      burdens imposed on the Debtors resulting from the
      commencement of these Chapter 11 cases.

In December 2003, to ease the concerns of their Key Employees,
the Debtors distributed the proposed terms of the KERP to the
proposed participants in the form of a retention agreement.  The
agreements were expressly made subject to the Court's approval
and they state that they "shall be retroactively null and void if
such approval is not obtained."

Since the Petition Date, Mr. Reilly reports, the Debtors have
engaged in extensive negotiations with the Creditors Committee
concerning the terms of the various employee initiatives,
including the KERP.  Based on those negotiations, the Debtors
have agreed to make some changes to the provisions concerning the
timing of the proposed payouts on the KERP, with all other
provisions remaining essentially as originally proposed.  The
Debtors propose to re-circulate to certain employees revised KERP
agreements modified to include the agreed changes concerning the
timing of payments.  The prior KERP agreements will be null and
void, and only the new, modified agreements will be binding on
Solutia.  As modified, this is the new KERP's basic outline:

   * The KERP agreements provide for a cash retention award
     calculated as a multiple (25%, 50%, 75% and 100%, depending
     on the employee) of the Key Employee's base annual salary;

   * Twenty-five percent of the total cash retention award will
     be paid out on June 30, 2004, 25% will be paid out on
     December 31, 2004 and the remaining 50% will be paid out on
     these schedules:

     (a) 1/2 of the remaining 50% will be paid on the Debtors'
         emergence; and

     (b) the final 1/2 of the remaining 50% will be paid six
         months after the Emergence Date;

   * The retention payments will only be made if the Key Employee
     has fulfilled his or her employment obligations and:

     (a) is continuously employed by Solutia;

     (b) was involuntarily terminated without "cause" after the
         date of the agreement; or

     (c) has died or suffered total and permanent disability or
         disability for any occupation;

   * If the Key Employee is not actively employed for the entire
     installment period due to disability, sick leave, family
     leave or other approved leave of absence, but is otherwise
     eligible for the retention award, the payment will be pro-
     rated as specified in the agreement;

   * Nothing in the KERP is intended to supercede the terms of
     any prior agreements between the participating Key Employees
     and Solutia, or the ability of Solutia or the Key Employees
     to terminate their employment relationship; and

   * There are approximately 150 participants in the United
     States and approximately 190 worldwide.  Approximately 60%
     of them are in the "professional" or middle management
     grades, and the remainder is in the senior leadership or
     "executive" grades.

According to Mr. Reilly, the anticipated total cost under the
KERP and the senior executive retention agreements is expected to
be roughly $15 million worldwide.  The programs have been
tailored specifically for the Debtors and to meet their unique
business needs, with the overarching objective of ensuring their
retention of the Key Employees to the maximum extent possible, at
the lowest possible cost.  The Debtors believe that the retention
programs meet the dual goals of providing incentives necessary to
retain the Key Employees while taking into account the financial
constraints and obligations to their creditors.  The retention
programs are also well within the Court-approved ranges of
similar retention programs for similarly situated Chapter 11
debtors.

"The Debtors' ability to successfully reorganize depends on the
continued employment, active participation and dedication of the
Key Employees who possess the knowledge, experience and skills
necessary to support the Debtors' business operations," Mr.
Reilly says.  "By virtue of their prior employment with the
Debtors, the Key Employees are intimately familiar with the
Debtors' businesses and have the experience and knowledge to
maintain and enhance the Debtors' performance and profitability
going forward."

Mr. Reilly is concerned that if the Debtors are unable to retain
the services of the Key Employees, their ability to stabilize and
preserve their businesses will be substantially hindered.

In 2003, Mr. Reilly notes, voluntary turnover in the Debtors'
exempt positions dramatically increased to 12.5%.  This was
almost double the 2002 experience and puts the Debtors in the
75th percentile when benchmarking turnover for similar positions.
While voluntary turnover increased for all positions, it was
especially disproportionate at the highest levels.  In grades 82
and above, which is comprised of senior level managers, the 2003
turnover rate was a disconcerting 30%.

The Debtors' current circumstances leave them even more
vulnerable to the loss of their Key Employees.  The commencement
of a Chapter 11 case by any company naturally engenders anxiety
among the company's employees, including its key executives and
other employees with valuable and marketable skills.  The Debtors
believe that the uncertain nature of the Chapter 11 process may
raise concerns with the Key Employees regarding job security,
compensation and the viability of the Debtors.  The freeze of
future benefits for non-union employees under the pension plan
and the fact that the Debtors' business plan calls for aggressive
cost cutting and paring of employee costs and benefits, will
likely heighten employee concerns.  The Key Employees will also
be required to assume additional responsibilities related to
these Chapter 11 cases.  The Key Employees may view their
continued employment by the Debtors as less attractive than
employment with a company that is not operating in Chapter 11.

Mr. Reilly maintains that without measures to address those
concerns, the Chapter 11 filing may lead to increased levels of
Key Employee attrition.  The Key Employees have anxiously been
awaiting the filing of the request to approve the terms of the
KERP agreements.  Finding suitable replacements for any departing
Key Employees may be difficult and costly because the Debtors
anticipate that they would have to pay executive search firm
fees, above-market salaries, relocation expenses and bonuses to
induce qualified candidates to accept employment.  In addition,
the loss of certain persons in key positions could create further
stability concerns, potentially leading to additional departures
and creating a momentum of attrition and a loss of workforce
morale that may be difficult to counteract.

To discourage resignations among the Key Employees, dispel the
perceived risk of working for the Debtors notwithstanding their
Chapter 11 cases and reduce or eliminate the direct and indirect
costs attendant to replacing any Key Employees, the Debtors
worked closely with their human resource consulting professionals
to develop the terms of the senior executive retention agreements
and the KERP.  The Debtors believe that their execution of the
senior executive retention agreements, when finalized, and
implementation of the KERP, as modified, will send a positive
message to the Key Employees that they are a valuable resource
and that their continued employment with the Debtors is essential
to their future operations.  Furthermore, the payments proposed
to be made under the senior executive retention agreements and
the KERP will serve as an incentive for the Key Employees to
remain with the Debtors during these Chapter 11 cases and to work
diligently toward a successful reorganization.

Therefore, the Debtors decided that the execution of certain
senior executive retention agreements, and adoption and
implementation of the KERP are necessary to maintain the morale
and continued dedication of the Key Employees.  The Debtors'
implementation of the proposed retention programs is essential to
the preservation and enhancement of their business operations,
which will inure to the benefit of all parties-in-interest and
help facilitate a successful reorganization.

                  The Other Employee Initiatives

As a result of the recent three-year decline of the equity
markets, Solutia's qualified pension plan is significantly under
funded and ongoing obligations to that plan will place a
significant financial burden on the Debtors over the next several
years.  In consultation with its creditors, Solutia has
considered all alternatives to alleviate this problem, including
termination of the qualified pension plan.  Solutia believes that
terminating the qualified pension plan would have disastrous
consequences for the Chapter 11 estate -- by creating a large
claim in favor of the Pension Benefit Guaranty Corporation and by
incurring a substantial risk of insolvency proceedings for
Solutia's overseas subsidiaries.  Solutia's investigation has led
to two actions that will greatly relieve the burdens of the
pension plan on the estate.  First, Solutia intends to freeze
future benefit accruals under its qualified pension plan for non-
union employees effective July 1, 2004.  Second, Solutia intends
to seek Court approval to make a voluntary contribution of
approximately $11 million to the pension plan this year.  These
actions will:

   (1) save the Debtors about $40 million in pension expense for
       each of the next several years;

   (2) reduce overall pension funding requirements over the next
       five years by $110 million; and

   (3) defer the next required contribution to the pension plan
       to September 2006.

Mr. Reilly points out that while these actions will place the
pension plan on more solid financial footing and reduce the
likelihood of a distress termination of the plan, damage to
employee retention, motivation and recruitment may result from
the pension freeze.  To reduce the negative impacts, the Debtors
have identified several other employee-related retention
initiatives that they believe will be beneficial in their efforts
to attract, retain and motive their employee workforce.  These
initiatives, which will apply to a broad group of eligible
employees, include:

   (a) increasing the percentage of base pay contributed by an
       employee to the Savings and Investment Plan that the
       Debtors will match;

   (b) making certain special recognition retention bonus
       payments benchmarked to the 2003 Annual Incentive Plan;

   (c) implementing a 2004 Annual Incentive Plan; and

   (d) re-implementing a Separation Pay Plan, including by
       assuming eight special severance agreements.

By presenting these initiatives to their employees as a package,
the Debtors hope to demonstrate that the employees are valued and
important and that employment with Solutia remains desirable
despite the pendency of these Chapter 11 cases and the changes to
the pension plan.

         Director Compensation and Expense Reimbursement

Prior to the Petition Date, certain directors incurred
unreimbursed out-of-pocket expenses for travel and other items,
totaling about $7,000.  In addition, the directors are still owed
a pro-rata share of their directors' fees for the prepetition
date portion of December 2003, totaling about $8,000.  Solutia
certainly wants to encourage its board members to continue their
service, and it may need to attract new board members in the
future.

By this motion, the Debtors seek the Court's authority to:

   (a) execute and perform under retention agreements and
       separation agreements with certain of their senior
       executives;

   (b) perform under the proposed KERP;

   (c) adopt and implement the other employee initiatives; and

   (d) pay their directors any as yet unreimbursed expenses and
       unpaid directors' fees.

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)


SPIEGEL GROUP: Retains Sheppard Mullin as Special Labor Counsel
---------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton, LLP, is a law firm that is
comprised of approximately 400 lawyers and has been in existence
for over 75 years.  The Spiegel Group Debtors believe that
Sheppard Mullin is qualified to act as their special counsel
because of its expertise in many areas of commercial law including
employment and labor law.

Sheppard Mullin has provided employment and labor advice to the
Debtors since July 2003 pursuant to the Court Order authorizing
them to employ Ordinary Course Professionals.  The OCP Order
authorizes the Debtors to compensate each of their Ordinary
Course Professionals up to $30,000 per month and $250,000 in the
aggregate in any given month.

The Debtors asked Sheppard Mullin to continue to provide them
with employment and labor advice and Sheppard Mullin has agreed
to do so.  However, the Debtors are concerned that Sheppard
Mullin is going to exceed the Monthly Fee Cap in March 2004 and
the following months.

Accordingly, the Debtors sought and obtained the Court's
authority to employ Sheppard Mullin as special counsel, nunc pro
tunc to March 1, 2004, pursuant to Section 327(e) of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure.

In consideration for the services to be rendered to the Debtors,
the professionals of Sheppard Mullin will be compensated
according to their regular hourly rates:

        Professional         Position        Hourly Rate
        ------------         --------        -----------
        Julie Dunne          Partner            $370
        William Whelan       Partner             370
        Andrew Peterson      Associate           260
        Daniel McQueen       Associate           260

Sheppard Mullin will also be reimbursed for all necessary out-of-
pocket expenses incurred.

Julie A. Dunne, Esq., a partner at Sheppard Mullin, assures the
Court that the firm has no connection with any of the Debtors'
creditors or any other parties-in-interest or their attorneys.
In addition, Sheppard Mullin does not hold or represent any
interest adverse to the Debtors or to their estates in the
matters with respect to which it is engaged by the Debtors.

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


STILLWATER MINING CO: S&P Rates Proposed $180MM Bank Loan at BB
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' bank loan
rating and its '1' recovery rating to Stillwater Mining Co.'s
proposed $180 million senior secured credit facility and placed
them on CreditWatch with negative implications.

At the same time, Standard & Poor's affirmed its 'BB-'
corporate credit rating and all other ratings on Columbus, Mont.-
based Stillwater. The outlook is stable.

"The CreditWatch action on the bank loan rating reflects
uncertainty over the final terms and conditions of the proposed
credit facility," said Standard & Poor's credit analyst Dominick
D'Ascoli. As the proposed facility has not yet been fully
syndicated, Standard & Poor's is concerned about language
requiring that a portion of the proceeds from the sale of
palladium, received as part of payment from Russia-based MMC
Norilsk Nickel for acquiring ownership of Stillwater, could be
removed or altered, thus affecting recovery prospects and the
assigned facility ratings.

The 'BB' bank loan rating, which is one notch above the corporate
credit rating, and the '1' recovery rating indicate the likelihood
of a full recovery of principal in the event of a default.
Stillwater intends to use the proposed credit facility to
refinance existing debt.

The ratings on Stillwater reflect its majority ownership by
Norilsk Nickel, limited mine diversity, volatile metal prices, and
a high cost profile tempered by favorable supply contracts.

Stillwater, with revenue of $240 million in 2003, produces
palladium and platinum from two mines in Montana. Approximately
98% of 2003 revenue was generated from supply contracts with three
customers, General Motors Corp., Ford Motor Co., and Mitsubishi
Corp., which require palladium and platinum for use in automobile
emission converters.


STRUCTURED ASSET: Fitch Upgrades 11 Series 2001-C8 Classes
----------------------------------------------------------
Fitch Ratings upgrades Structured Asset Securities Corp.'s (SASCO)
pass-through certificates, series 2001-C8, as follows:

          --$19.2 million class H to 'AAA' from 'A-';
          --$25.6 million class J to 'AAA' from 'BBB+';
          --$21.9 million class K to 'AAA' from 'BBB';
          --$36.6 million class L to 'AAA' from 'BBB-';
          --$15.8 million class M to 'A' from 'BB+';
          --$15.8 million class N to 'A-' from 'BB';
          --$11.5 million class O to 'BBB+' from 'BB-';
          --$11.5 million class P to 'BBB+' from 'B+';
          --$11.5 million class Q to 'BB+' from 'B';
          --$10 million class S to 'BB' from 'B-';
          --$14.6 million class T to 'B' from 'CCC'.

Fitch does not rate class U. Classes A, B, C, D, E, F and G have
paid off in full.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization. Since issuance, the pool has
paid down 62.9% to $250.7 million from $731.5 million. Of the
original 51 loans in the pool, 23 remain outstanding. There are
currently no delinquent loans or specially serviced loans in the
pool.

There are seven loans (70.46%) in the portfolio that mature in
2004 that have no additional extensions options. The remaining 16
loans in the transaction matured in 2003 and exercised their
extension options. These borrowers may exercise their final
extension option, extending the loan maturity to 2005.

The pool is concentrated by property type with office, hotel and
retail loans representing 56.2%, 28.5% and 15.32% respectively.
The pool is geographically concentrated with Texas representing
29.6% of the pool. The average loan balance is $11.8 million and
the top 5 loans represent 66% of the outstanding portfolio.


TAHOE EDGELAKE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tahoe Edgelake Beach Club, Inc.
        3850 Plumas Street
        Reno, Nevada 89509

Bankruptcy Case No.: 04-51482

Chapter 11 Petition Date: May 14, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Sallie B. Armstrong, Esq.
                  427 West Plumb Lane
                  Reno, NV 89509
                  Tel: 775-329-5900

Total Assets: $2,880,285

Total Debts:  $2,521,422

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Michael Hansen                Claim for damages       $1,043,222
600 Jupiter Hill Road
Reno, NV 89509

H. W. Shopherd, Jr.           Claim for indemnity     $1,000,000
3850 Plumas St.
Reno, NV 89509

Porter Simon Law Office       Attorney Fees             $275,000
40200 Truckee Airport Road
Truckee, CA 96161

Sparks, Keith F., Arbitrator  Arbitrator Fees            $40,000

TEBC Homeowners Association   Accruing dues on           $30,000
                              remaining interval
                              weeks to be sold

Miller Family 1991 Trust      $7,200 of which is         $14,400
                              contract amount;
                              $7,200 damage claim

Shepherd Family Trust         $7,200 of which is         $14,400
                              contract amount;
                              $7,200 damage claim

Wedow Family Trust            $7,200 of which is         $14,400
                              contract amount;
                              $7,200 damage claim

Beulach M. Juneau             $5,200 of which is         $10,400
                              contract amount;
                              $5,200 damage claim

Beulach M. Juneau             $5,200 of which is         $10,400
                              contract amount;
                              $5,200 damage claim

Gary H. Lemke                 $5,200 of which is         $10,400
                              contract amount;
                              $5,200 damage claim

Drene R. Nash                 $3,600 of which is          $7,200
                              contract amount;
                              $3,600 damage claim

Giles E. Vanderhoof           $3,600 of which is          $7,200
                              contract amount;
                              $3,600 damage claim

Jerold E. Pepple              $3,600 of which is          $7,200
                              contract amount;
                              $3,600 damage claim

Michael W. Wedow              $3,600 of which is          $7,200
                              contract amount;
                              $3,600 damage claim

Philip E. Pepple              $3,600 of which is          $7,200
                              contract amount;
                              $3,600 damage claim

C.D. Jackson-Miller,          $2,600 of which is          $5,200
D.D.S., Inc.                  contract amount;
                              $2,600 damage claim

Jackson Family Trust          $2,600 of which is          $5,200
                              contract amount;
                              $2,600 damage claim

William Sievers               $2,600 of which is          $5,200
                              contract amount;
                              $2,600 damage claim


TIMKEN CO: Plans to Close Canton Bearing Manufacturing Operations
-----------------------------------------------------------------
The Timken Company (NYSE: TKR) announced a plan to begin closing
the Canton bearing manufacturing operations. The company expects
most of the production to be shifted to its other U.S. plants.
Current employment at the three Canton bearing plants is 1,300
people. Timken employs 4,800 in Stark County, Ohio and
approximately 26,000 worldwide. The Canton-based steel operations
are unaffected by this decision.

"We have been meeting with the union for more than eight months to
discuss how to make our bearing operations competitive in our
changing global marketplace," said James W. Griffith, president
and CEO. "We are disappointed that our talks with the union did
not lead to the changes necessary to make these facilities viable.
Therefore, we will begin moving the products to plants where they
can be manufactured competitively."

"We continue to take a close look at our manufacturing network to
create focused factories that are globally competitive and better
serve our customers," said Mr. Griffith. "The acquisition of The
Torrington Company has provided more options that allow us to
produce these products competitively. We expect no disruption of
supply during this transition."

The company will now meet with the union about this decision. More
specific information will not be available until after those
discussions, including: the timing of the closure; the impact on
employment; and the magnitude of the savings and charges for
restructuring and implementation, which could be material.

In September 2003, the company began a series of meetings with the
union and associates in the Canton bearing operations to discuss
what needed to be done to make the plants competitive. At that
time, the company made it clear that the Canton bearing operations
could not continue to operate in their current form. The company
indicated it was willing to make the investments necessary to
create a focused, competitive operation in the Canton bearing
plants if these investments were accompanied by contract
modifications. Since then, the company and the union have been
unable to agree on the necessary changes.

Production at the Canton bearing plants has declined 27 percent
over the last five years as the cost structure of the operations
made it difficult to win new business. The plan to close the
Canton bearing operations is consistent with Timken's overall
strategy to make the company more profitable, more customer-
centric and better able to grow.

                    About Timken Company

The Timken Company (NYSE: TKR) (Moody's, Ba1 Senior Unsecured
Debt, Senior Implied and Senior Unsecured Issuer Ratings) --
http://www.timken.com/-- is a leading global manufacturer of
highly engineered bearings and alloy steels and a provider of
related products and services with operations in 27 countries. A
Fortune 500 company, Timken recorded 2003 sales of $3.8 billion
and employed approximately 26,000 at year-end.


TRITON PCS: S&P Places Low-B Ratings on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Triton
PCS Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications. "The action is based on
the decline in roaming revenue as reflected in first-quarter 2004
results, lower 2004 EBITDA guidance, and higher debt leverage than
previously anticipated by Standard & Poor's for 2004," explained
Standard & Poor's credit analyst Rosemarie Kalinowski. As of
March 31, 2004, total debt outstanding was about $1.4 billion,
unadjusted for operating leases. Including operating leases, total
debt outstanding was about $1.6 billion.

Triton PCS, an affiliate of AT&T Wireless Services Inc. (AWE),
provides wireless services to about 920,000 subscribers in a
contiguous geographic area encompassing portions of Virginia,
North Carolina, South Carolina, Tennessee, Georgia, and Kentucky.
The relationship with AWE is a material benefit to Triton PCS
because, under the agreement, Triton PCS is the exclusive provider
of facilities-based wireless mobility communications services
using co-branding with AWE in its markets. This exclusivity
agreement exists through 2009. In contrast to the Sprint PCS
wireless affiliates, Triton PCS owns the licenses in the areas it
serves. In February 2004, AWE announced that it was merging with
Cingular Wireless LLC. AWE's exclusivity agreement with Triton PCS
is expected to remain in effect through 2009 unless mutually
revised. In addition, AWE's roaming agreement with Triton PCS
would remain effective through 2018.

In the first quarter of 2004, total revenues increased about 5%
from the first quarter of 2003, primarily due to net subscriber
additions of more than 25,000 and increased average revenue per
user. However, roaming revenue (which comprises about 17% of total
revenues) declined 21.5% due to decreased minutes of use (MOU) and
reductions in roaming yield as specified under existing contracts
with roaming partners. The decline in roaming MOU was primarily
attributable to AWE, which had negative subscriber additions in
the first quarter of 2004 and launched global system for mobile
communications (GSM) plans that discouraged roaming. Although
roaming traffic from a new contract with T-Mobile USA is expected
by mid-year 2004, and AWE recently introduced GSM plans that
include roaming, pressure on roaming yield is expected to
continue. Consequently, 2004 EBITDA guidance was reduced to the
$235 million-$245 million range, from the $245 million-$255
million range. As a result, Standard & Poor's expects total debt
to EBITDA, unadjusted for operating leases, to be slightly over
6.0x for 2004, higher than previously anticipated. Adjusted for
operating leases, this metric is expected to be in the 7.0x area.

While liquidity is adequate, access to the $100 million secured
credit facility is temporarily unavailable because the company was
not in compliance with the debt leverage covenant in the first
quarter of 2004. As of March 31, 2004, liquidity consisted of
about $102 million of cash.

There are no significant debt maturities until 2011.


TERPHANE HOLDING: S&P Rates $100MM Senior Secured Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Bloomfield, New York-based Terphane Holding Corp.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $100 million senior secured notes due 2009,
based on preliminary terms and conditions. The notes, which are
secured by a pledge of the stock of subsidiaries and certain
property, plant and equipment located in Brazil and the U.S., are
rated the same as the corporate credit rating. Standard & Poor's
ratings are based on the understanding that Terphane will
completely repay an export credit facility secured by receivables
with a portion of the proceeds of the notes, and that a guarantee
will be issued by Terphane Ltda., the company's main operating
subsidiary in Brazil, in favor of the noteholders.

The outlook is stable. Pro forma for the transaction, total debt
will be about $100 million, but will increase to approximately
$124 million once the company draws on its new equipment leasing
facility. The proceeds from the proposed notes transaction will be
used primarily to fund a $65 million dividend to shareholders and
repay existing subsidiary debt.

"The ratings on Terphane reflect an extremely limited scope of
operations as the sole domestic manufacturer in the niche South
American thin polyester film industry, significant reliance on one
manufacturing facility, and very aggressive debt leverage," said
Standard & Poor's credit analyst Franco DiMartino. However, the
company's narrow business focus is partially offset by favorable
industry growth prospects; regional import tariffs that protect
the company's primary market; a low cost, integrated manufacturing
structure; well-diversified customer relationships; and stable
operating margins.

With annual revenues of slightly more than $60 million, Terphane
is the only domestic manufacturer in the South American market for
thin polyester film. The company augments this position with sales
to the North American market, which accounts for approximately 30%
of total revenues. The company's products are primarily used in
flexible packaging applications, including packaging for pasta,
processed meats and cheeses, juices, mayonnaise, and lidding for
yogurt trays, butter, cream and other products. Industrial
applications, about 10% of sales, include wrapping for electrical
cable, thermal ribbons for printers and faxes, and insulation.

The primary end markets for Terphane's thin polyester film are
expected to grow between 7% and 11% annually over the next five
years based on strong demand from the flexible packaging industry.


THERMACLIME INC: S&P Rates Corporate & $90MM Senior Debt at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to ThermaClime Inc., an Oklahoma City, Oklahoma-
based manufacturer of chemicals and climate control products.

In addition, Standard & Poor's assigned its 'B-' rating to a
proposed $90 million offering of senior secured notes due 2014,
based on preliminary terms and conditions. The outlook is stable.

"The ratings on ThermaClime reflect its very aggressive financial
profile characterized by high debt leverage, an aggressive
financial policy, thin free cash flow, and limited liquidity,"
said Standard & Poor's credit analyst Dominick D'Ascoli. Ratings
also reflect a well-below-average business position that includes
exposure to highly cyclical end markets, volatile raw-material
costs, customer concentration risk, and a modest financial base.
ThermaClime, which is owned by LSB Industries Inc., a public
company, operates two distinct business segments--chemicals, and
climate control, which account for about 62% and 38% of 2003
sales, respectively.

The 'B-' rating on the senior secured notes reflects their secured
position and the relatively small amount of advantaged liabilities
ahead of the notes in the capital structure. The notes are secured
by a first lien on property, plant, and equipment. Ahead of the
notes is a proposed $15 million working capital facility--secured
by a first priority perfected lien on all assets, except property,
plant, and equipment--operating leases, and some letters of
credit. The 'B-' rating could be lowered if there is an increase
in the working capital facility or other advantaged liabilities.
Proceeds from the notes will be used to refinance existing debt.

The company's product diversity lends little support to credit
quality because of the cyclical and competitive nature of the
respective industries. Primarily as a result of its poor and
volatile chemicals business, ThermaClime's historical
profitability margin has been somewhat erratic despite the more-
stable operating results of its climate control business. The
operating margin for 2003 was lackluster at slightly above
5%. This could improve modestly in 2004 on the expectation that
lodging markets rebound somewhat. Profitability should also
benefit from improved nitrogen fertilizer market conditions.
Still, credit protection measures are expected to remain weak.


TELUS CORP: Microcell Bid Prompts S&P's Negative Ratings Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Telus
Corp., and Telus Communications Inc. (TCI) on CreditWatch with
negative implications following Telus' announced bid to acquire
Microcell Telecommunications Inc. for about C$1.1 billion in cash.

"The CreditWatch placement reflects the uncertainty with respect
to final terms and conditions of a potential transaction," said
Standard & Poor's credit analyst Joe Morin. Microcell is the sole
Canadian wireless acquisition target and there could be additional
interest in the company from other parties including the other two
national wireless operators, Bell Canada and Rogers Wireless Inc.
In addition, there are regulatory and other uncertainties, which
could result in higher costs than those currently foreseen and
translate into a greater negative effect on cash flows and
leverage.

"Should the level of incremental debt or costs associated with the
acquisition, including future operating or capital costs, be
materially greater than currently contemplated the ratings could
be lowered," Mr. Morin added. Nevertheless, the ratings on Telus
could be maintained should the bid price and corresponding
incremental leverage be within the range of the original offer. In
addition, Standard & Poor's does not foresee a situation whereby
the ratings would be lowered by more than one notch. Once the
acquisition price and clarification of the terms and conditions
are finalized, Standard & Poor's will meet with Telus to resolve
the CreditWatch status.

The transaction will moderately weaken Telus' financial risk
profile in the near term, but should have positive long-term
consequences given the substantial C$1.6 billion in tax loss
carryforwards that will be acquired, thereby materially reducing
future cash taxes. Based on the bid price, the acquisition of
Microcell could add about C$700 million to C$1 billion in
incremental debt to Telus' balance sheet, depending on cash
balances at Telus and Microcell at the time of closing. This
acquisition would increase leverage (debt to EBITDA) from its
current level of 2.8x to above 3x. Incremental debt could be
higher, however, if Telus ultimately pays a higher acquisition
price than its current offer, or if retention costs to entice
Microcell's subscriber base to remain with Telus are material.

A material risk facing Telus with respect to the proposed
acquisition is the difference in technologies used by the two
companies. Telus' wireless network is based on CDMA (Code Division
Multiple Access) technology, whereas Microcell uses the GSM
(Global System for Mobile Communications) standard: the two
technologies and therefore customers' handsets are not compatible.
The current proposal contemplates Standard & Poor's does not
believe it is feasible for Telus to operate two separate networks
in the long term and as such Microcell's customers will likely be
ultimately migrated to the Telus network; the GSM network will
ultimately have to be shut down.


WEIRTON: IRS Presses for Payment of Employee Withholding Taxes
--------------------------------------------------------------
On March 18, 2004, the Internal Revenue Service filed a request
for payment, listing a balance due of $263,273 comprised of
interest totaling $697 and penalty of $262,576 relating to
employee withholding taxes -- the FICA Taxes -- due and payable
to the IRS for the fourth quarter of 2003.  On March 24, 2004,
the Court granted IRS' request and required the Weirton Steel
Corporation Debtors to pay the amount set forth in the IRS
Request.  The IRS Order also provided that the Debtors may request
protection from the IRS Order for cause.

            Debtors Seek Protection from IRS Order

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells the Court that during the fourth quarter of
2003, the Debtors submitted two FICA tax reports to the IRS late.
Each of the two FICA tax reports that were submitted late were
submitted on an untimely basis due to confusion over legal
holidays and their impact on FICA tax report filing deadlines.
This confusion was due to the Debtors' significant administrative
staff reductions and the new responsibilities undertaken by
remaining administrative staff members.

The IRS calculated penalties relating to the late FICA tax
reports at $262,576.  However, after the Debtors conferred with
the IRS, the penalty amount was recalculated by the IRS at
$70,022.

As of March 17, 2004, the Debtors asked the IRS to abate the
penalty for late-filed FICA tax reports.  The Debtors assert that
the late-filed FICA tax reports were due to administrative and
clerical error and appropriately abated under the circumstances.

                  Court Vacates IRS Order

At the Debtors' request, the Court vacates its March 24, 2004
Order.  In the event that the IRS determines not to honor the
Debtors' abatement request dated March 17, 2004, the Debtors will
timely pay to IRS penalties of $69,018, relating to late-filed
fourth quarter 2003 FICA tax reports.

               IRS Amends Payment for Request

On April 12, 2004, the IRS amended its request for payment.  The
IRS now seeks payment from the Debtors for $69,018, comprised of
interest totaling $464 and penalty equal to $68,554. (Weirton
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WESTPOINT STEVENS: Wants To Assume Raymond Leasing Contracts
------------------------------------------------------------
The WestPoint Stevens Inc. Debtors seek the Court's authority to
assume certain contracts entered into with Raymond Leasing
Corporation.

West Point-Pepperell, Inc., predecessor-in-interest to WestPoint
Stevens, Inc., entered into an Equipment Master Lease Agreement,
dated June 3, 1993, with Carolina Handling, LLC, for the lease of
884 items, which are necessary for the Debtors' business
operations.  The items include fork-trucks, lift-trucks, and
certain related equipment integral to the operation of the trucks
like batteries and chargers.  Soon after entry into the Master
Lease, Carolina assigned its interest to Raymond.

Incorporating the provisions of the Master Lease, certain Lease
Schedules were entered into, which govern various groups of
Equipment and set out the term of the lease, rental rate, and
other specific provisions.  The Debtors' current rental
obligations under the Master Lease and Schedules total
approximately $109,000 per month, with expiration of the term to
occur anywhere from May 2004 through September 2008.

To ensure that the Equipment remains in good working condition,
the Debtors also entered into a related Comprehensive Fixed Price
Maintenance Contracts to provide scheduled maintenance of the
Equipment, as well as routine service, repairs, and replacement
parts as needed.  Repairs not covered by the Maintenance
Agreements are billed on a per occurrence basis.  The Debtors'
obligations under the Maintenance Agreements total about $48,000
per month.

According to John J. Rapisardi, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the Contracts are necessary for the continued
operation of the Debtors' businesses by providing equipment
critical to their manufacturing, warehousing, and transportation
operations.  Absent the Equipment, the Debtors would be unable to
effectively and efficiently operate their businesses.
Furthermore, the Debtors believe that it is unlikely that an
alternative equipment lessor would be able to provide terms more
favorable to the Debtors than those contained in the Contracts,
as amended.

In connection with the assumption of the Contracts, the Debtors
engaged in extensive, arm's-length, good faith negotiations with
Raymond and Carolina, and were able to obtain substantial cost-
saving amendments as consideration for the assumption.  Mr.
Rapisardi reports that the Debtors obtained $530,000 in savings
with respect to the Master Lease and Schedules and $30,000 in
savings with respect to the Maintenance Agreements in exchange
for extension and assumption of the Contracts.

With respect to the Master Lease and Schedules, Raymond agreed to
reduce total rental payments for the Equipment by an average of
roughly 14%.  The parties agreed to extensions of the lease of
Equipment for an additional 9 to 18 months, depending on the
condition of the Equipment.  When compared to the costs
associated with leasing new equipment at the end of the original
term, the continuing lease of the Equipment with the cost
reductions obtained by the amendments will result in an overall
savings for the Debtors of about $530,000 through the extended
lease term.

With respect to the Maintenance Agreements, extension of leases
beyond their original term typically results in higher costs
because of the increased maintenance required to keep older
equipment in good repair.  However, the Debtors negotiated for,
and obtained a continuation of, the current pricing levels for
the services provided by the Maintenance Agreements over the term
of the lease extensions.  Accordingly, by maintaining current
pricing, the Debtors' estimate savings of approximately $30,000
in maintenance costs over the extended lease term.

Pursuant to Section 365(b) of the Bankruptcy Code, the Debtors
estimate that the cure amount due on an assumption of the
Contracts is $125,683 -- $17,326 with respect to the Master Lease
and Schedules and $108,356 with respect to the Maintenance
Agreements.  As a result of the amendments to the Contracts, the
Debtors estimate overall savings of approximately $560,000, which
significantly outweighs the cure amount. (WestPoint Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WORLDCOM INC: Plans To Secure $1 Bil. Financing to Boost Liquidity
------------------------------------------------------------------
MCI, Inc., currently plans to arrange a revolving credit facility
of between $750,000,000 and $1,000,000,000 as an additional
source of liquidity, MCI Executive Vice-President and Chief
Financial Officer, Robert T. Blakely, disclosed in a Form 10-Q
filing with the Securities and Exchange Commission.

During its bankruptcy, MCI entered into a Senior Secured Debtor-
in-Possession Credit Facility.  On March 31, 2004 and on the
Emergence Date, there were no outstanding advances under the DIP
Facility.  MCI did have letters of credit outstanding under the
DIP Facility.  MCI had undrawn letters of credit that were issued
under a $1,600,000,000 credit facility before its bankruptcy
filing and Digex, Inc., had letters of credit under a separate
credit facility.  The aggregate amount of the outstanding letters
of credit on March 31, 2004 was $100,000,000.

Upon emergence from bankruptcy, MCI terminated the DIP Facility
and approximately $100,000,000 in letters of credit were rolled
over to new letter of credit facilities entered into with
JPMorgan Chase Bank, Citibank, N.A., and Bank of America, N.A.
The Letter of Credit Facilities provide for the issuance of
letters of credit in an aggregate face amount of up to
$150,000,000.

MCI pays a facility fee under the Letter of Credit Facilities
equal to 0.05% per annum of the amount of the Commitment, whether
used or unused.  If any fee or other amount payable under any
Letter of Credit Facility is not paid when due, additional
interest equal to 2% per annum plus the federal funds rate --
determined in accordance with that Letter of Credit Facility --
will be incurred on the overdue amount.  The amounts outstanding
under the Letter of Credit Facilities are cash collateralized.
The Letter of Credit Facilities will mature in April 2005.

MCI will use the $1,000,000,000 revolving credit facility to
replace the Letter of Credit Facilities and support its letter of
credit requirements.

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

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


* Judge Wolin Booted from Three of Five Delaware Asbestos Cases
---------------------------------------------------------------
The United States Court of Appeals for the Third Circuit released
its Opinion yesterday saying that the perception of bias, rather
than the existence of any actual bias, requires that Judge Wolin
be disqualified from continuing to preside in the U.S. District
Court over three of the Big Five Asbestos Cases pending before the
U.S. Bankruptcy Court for the District of Delaware.  In a 2-1
decision, the Third Circuit directs Judge Wolin to step aside in
the on-going chapter 11 proceedings involving Owens Corning, W.R.
Grace & Co., and USG Corp.

"[A] reasonable person, knowing all of the relevant circumstances,
would conclude that Judge Wolin's impartiality might reasonably be
questioned in the Owens Corning, W.R. Grace & Co. and USG Corp.
bankruptcies," Judge Garth writes for the majority.  "Although the
record does not demonstrate that Judge Wolin has done anything
wrong or unethical or biased," the Third Circuit says, "he must be
disqualified under 28 U.S.C. Sec. 455(a) from further presiding
over those three bankruptcies.

The Third Circuit says that it looks with disfavor upon both the
extent to which, and manner in which, Judge Wolin engaged in ex
parte communications with litigants and his special advisors.
Whatever value the ex parte meetings may have had in moving the
Five Asbestos Cases along or creating a settlement-friendly
atmosphere was outweighed by the attendant risks and problems
catalogued in detail in the appellate briefs.

The Third Circuit's ruling yesterday does not apply to Armstrong
World Industries, Inc.  The Third Circuit says it will set a
separate date to hear argument about how to deal with Armstrong's
case at a later date.

Yesterday's decision does not apply to Federal-Mogul Global, Inc.,
because nobody in Federal-Mogul's cases moved for Judge Wolin's
recusal.

A full-text copy of the Third Circuit's 54-page Opinion is
available at no charge at:

      http://www.ca3.uscourts.gov/034212/034212p1.pdf


* Ryan Beck Bolsters Investment Research and Banking Capabilities
-----------------------------------------------------------------
Ryan Beck & Co., Inc. announced the appointment of three senior
level investment research professionals and a seasoned investment
banker, expanding the firm's coverage of emerging growth and
middle market and emerging growth consumer and business services
companies.

The additions include:

John J. Bolebruch as a Managing Director in the firm's investment
banking division. Mr. Bolebruch will support the firm's coverage
of emerging growth and middle market businesses, targeting
companies with enterprise values ranging from $20 million to $1
billion.

Mr. Bolebruch brings over 25 years of experience within the
financial services industry to Ryan Beck, joining the Firm after
having served as a Managing Director at well-respected firms such
as Furman Selz - ING Barings; Merrill Lynch and First Boston. Most
recently, he was Managing Partner at Veritas Capital Advisors,
where he focused on M&A advisory and capital raising, primarily
for small-cap public and private companies in business services
and aerospace/defense sectors.

Jim Janesky as Senior Vice President in the firm's research
department, covering business services and outsourcing companies.

Mr. Janesky has over ten years of research experience and his
research coverage has focused on human resource services
companies, healthcare-staffing organizations, and specialized
professional and consulting services companies. Most recently, he
was associated with Janney Montgomery Scott, and previously worked
at Banc of America Securities/Montgomery, Stephens, Inc., and ABN
AMRO/The Chicago Corporation.

Margaret Whitfield as Senior Vice President in the firm's research
department, covering specialty retail and consumer companies.

Ms. Whitfield has almost 30 years of research experience and her
recent research coverage has included baby boomer retailers,
children's apparel companies and toy manufacturers. Most recently,
she was associated with Brean Murray & Company, following eight
years with Tucker Anthony. Prior to that, she worked at Eberstadt,
FBW Investments, GEICO, and Legg Mason.

Jackie Ganguly as Vice President and Supervisory Analyst in the
firm's research department, responsible for ensuring the quality,
consistency and timeliness of investment research across all
coverage categories.

Ms. Ganguly has over ten years of research experience and had most
recently been associated with Bream Murray & Company, and
previously had served as Associate Director of Research for Tucker
Anthony. She also has worked at H.C. Wainwright and Advest.

In announcing these new hires, Executive Vice President Lisa
Schultz said that "the U.S. has become a consumer and services-
dominated economy, and our clients -- both investor and corporate
-- have shown us the growing need for an investment firm that is
focused on the consumer and services sectors. Ryan Beck has
traditionally focused on financial services and has been expanding
its coverage to include many facets of specialty finance, and with
the addition of these four new hires, we are also taking the first
steps towards building an all-encompassing services-based
boutique."

                About Ryan Beck & Co., Inc.

Founded in 1946, Ryan Beck & Co., Inc. provides financial advice
and innovative solutions to individuals, institutions and
corporate clients through 34 offices in 13 states. For individual
investors, the firm's Private Client Group provides a full range
of financial services, including investment consulting, retirement
plans, insurance and investment advisory services. Institutional
clients benefit from the market making, underwriting and
distribution activities of the firm's experienced Capital Markets
Group, which encompasses equity and fixed income trading, fixed
income products, institutional sales and research.

Through its Investment Banking Groups, Ryan Beck provides
assistance in the capital formation process and financial advisory
services to corporate clients, primarily financial institutions
and emerging growth and middle market companies. The Middle Market
Investment Banking Group aligns with companies and management
teams in evaluating alternatives and executing a broad range of
strategic options, providing services such as capital raising,
mergers & acquisitions and strategic and financial advisory
services, including corporate divestiture; strategic partnering
and joint venture agreements; due diligence; valuations and
fairness opinions; financial restructuring, workouts and
recapitalizations; hostile takeover defense; leveraged buyout
support and strategic planning.


* U.S. Sup. Ct. Says State-Backed Student Loans Can Be Discharged
-----------------------------------------------------------------
To the extent repayment of an educational loan made, insured or
guaranteed by one of the 50 States constitutes a hardship, the
United States Supreme Court ruled yesterday, the debt can be
compromised or discharged in bankruptcy.

Yesterday's 7-2 ruling didn't reach the original question put
before the High Court about whether a State's sovereign immunity
conferred by the Eleventh Amendment to the United States
Constitution prohibits suit against the State.  Rather, because
the discharge of a debt is an in rem proceeding, the Court says
that doesn't infringe on a State's sovereign immunity.

"No matter how difficult Congress has decided to make the
discharge of student loan debt, the bankruptcy court's
jurisdiction is premised on the res, not on the persona; that
States were granted the presumptive benefit of nondischargeability
does not alter the court's underlying authority. A debtor does not
seek monetary damages or any affirmative relief from a State by
seeking to discharge a debt; nor does he subject an unwilling
State to a coercive judicial process. He seeks only a discharge of
his debts," Chief Justice Rehnquist writes for the majority.

The U.S. Supreme Court tells the parties to go back to the lower
courts and sort out what fraction of the loan constitutes an undue
hardship for the debtor to repay.  If, in that process, the
Bankruptcy Court exceeds its in rem jurisdiction, the High Court
invites TSAC to appeal that issue.

A full-text copy of the Slip Opinion (including Justices Thomas
and Scalia's dissent) in Tennessee Student Assistance Corporation
v. Hood, No. 02-1606 (May 17, 2004), is available at no charge at:

     http://www.supremecourtus.gov/opinions/03pdf/02-1606.pdf


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSAD      (293)         574     (364)
Alliance Imaging        AIQ         (40)         683       44
Akamai Technologies     AKAM       (175)         279      140
Amazon.com              AMZN     (1,036)       2,162      568
Blount International    BLT        (397)         400       83
Caraco Pharm Lab        CPD          (5)          28       (1)
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)
Choice Hotels           CHH        (118)         267      (42)
Cincinnati Bell         CBB        (640)       2,073      (47)
Cubist Pharmaceuticals  CBST        (18)         223       91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,033)       7,585    1,601
Education Lending Group EDLG         (2)       3,584      N.A.
Graftech International  GTI         (97)         967       94
Imax Corporation        IMAX        (51)         246      (11)
Imclone Systems         IMCL       (271)         382       (3)
Internet Cap Group      ICGED       (45)         366       75
Kinetic Concepts        KCI        (246)         665      228
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (31)          72        5
Maxxam Inc.             MXM        (582)       1,107      133
Northwest Airlines      NWAC     (1,775)      14,154     (297)
Nextel Partner          NXTP        (13)       1,889      277
ON Semiconductor        ONNN       (499)       1,161      213
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,016)      26,216   (1,132)
Revlon Inc.             REV      (1,726)         892      (32)
Sepracor Inc            SEPR       (619)       1,020      256
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (2)          47       14
Triton PCS Holdings     TPC        (180)       1,519       52
UST Inc.                UST        (115)       1,726      727
Valence Tech            VLNC        (18)          36        4
Vector Group Ltd.       VGR          (3)         628      142
Western Wireless        WWCA       (224)       2,522       15


                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***