TCR_Public/040519.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Wednesday, May 19, 2004, Vol. 8, No. 98

                           Headlines

AFFINITY TECHNOLOGY: Equity Deficit Widens to $1.5M at March 31
AFFORDABLE EQUIPMENT: Case Summary & Largest Unsecured Creditors
AFTON FOOD: December 31 Balance sheet Upside Down by CDN$19 Mil.
AIR CANADA: Jetsgo Says Monopoly On Domestic Market Won't Last
ALLEGHENY: Selling 9% Stake in Ohio Valley Electric to Buckeye

ALLEGIANCE TELECOM: Debtor's Equity Deficit Tops $373M at March 31
AMERICAN COMPUTER: Section 341(a) Meeting Slated for May 24
AMES DEPARTMENT: Inks Stipulation Resolving 170 Employee Claims
APPLIED EXTRUSION: S&P Cuts Corporate Credit Rating to CCC from B-
ARLINGTON HOSPITALITY: Reports Declining Revenues & Losses for Q1

ASPECT COMMS: Improved Fin'l Profile Spurs S&P's B+ Rating Upgrade
ATLANTIS SYSTEMS: Unable to File FY 2003 & Q1 Reports on Time
BALDWIN PIANO: QRS Music Filing Motion to Vacate Default Judgment
BOYD GAMING: Offering $325MM of Coast Hotels' 9.50% Senior Notes
BUDGET GROUP: Administrative Claims Bar Date is June 7, 2004

C-GATE CONSTRUCTION: Case Summary & 4 Largest Unsecured Creditors
COVAD COMMS: Net Capital Deficit Doubles to $10M at March 31, 2004
COVANTA TAMPA: Financial Projections Underpinning Recovery Plan
CROWN CASTLE: S&P Affirms Ratings & Revises Outlook to Positive
DESA HOLDINGS: Court Sets May 27 Administrative Claims Bar Date

DEX MEDIA: S&P Affirms Low-B Ratings & Revises Outlook to Stable
DIGITAL LIGHTWAVE: Balance Sheet Insolvent by $23.6MM at March 31
DOANE PET CARE: Records First Quarter Net Loss of $7.8 Million
DOMAN INDUSTRIES: Court Establishes May 25 as New Claims Bar Date
DPL INC: Fitch Maintains Negative Watch on Low-B Ratings

DT INDUSTRIES: Nasdaq to Delist Shares on May 24
ENERSYS: Files Registration Statement for Initial Public Offering
ENRON: Caribe Wants Court Nod To Distribute And Use Sale Proceeds
ERN LLC: Look for Schedules & Statements by May 24, 2004
FANSTEEL: Reorganized Company's March 31 Equity Pegged at $965K

FEDERAL-MOGUL: Creditors Wants Rothschild To Produce Documents
FIBERMARK: Balance Sheet Insolvency Tops $88MM at March 31, 2004
FIBERMARK: Asks to Pay Vendors' $2.9 Million Prepetition Claims
FLINTKOTE COMPANY: Employs Pachulski Stang as Bankruptcy Counsel
FLOWSERVE CORPORATION: First Quarter 2004 10-Q Not Yet Ready

FURNAS COUNTY: U.S. Trustee to Meet with Creditors on June 4
GADZOOKS INC: Fourth Quarter Net Loss Balloons to $27.9 Million
GALILEE HOTEL: Voluntary Chapter 11 Case Summary
GENTEK HOLDING: Agrees To Settle Remaining Honeywell Disputes
GENTEK INC: Delivers First Quarter Financial Results

GLOBAL CROSSING: Court Disallows Nine Big Lessor Claims
GREENBRIAR CORP: First Quarter 2004 Net Loss Decreases to $175K
INTEGRATED HEALTH: Wants Until Sept. 6 to Object to Claims
INTERACTIVE MOTORSPORTS: Perfect Line Posts First Positive Results
KAISER: Selling Alumina Refining & Related Mining Asset for $23M

KAISER: Stockholders' Deficit Widens to $1.8 Billion at March 31
KMART HOLDING: Posts $93 Million Net Income for First Quarter 2004
LEAP WIRELESS: Stockholders' Deficit Tops $922 Million at March 31
LMI AEROSPACE: First Quarter 2004 Net Loss Climbs to $1.5 Million
MERDIAN & COMPANY: Case Summary & 20 Largest Unsecured Creditors

MIRANT TEXAS: Asks Court to Approve Bosque County Settlement Pact
MORTGAGE CAPITAL: S&P Affirms Low-B Ratings on 4 1998-MC-1 Classes
NEW ERA DIE CO: Case Summary & 20 Largest Unsecured Creditors
NEW WORLD PASTA: Has Until July 9 to Complete & File Schedules
NORTEL: Ontario Securities Commission Issues Cease Trade Order

NRG ENERGY: Agrees To Resolve Societe Generale's $35MM+ Claim
O'SULLIVAN IND: Appoints Robert Parker as New President & CEO
OXFORD AUTOMOTIVE: Sells Mexican Plant & Amends Credit Agreement
PARMALAT: Chilean Unit Creditors Approve Sale to Bethea SA
PER TE CORPORATION: Case Summary & 7 Largest Unsecured Creditors

PG&E NAT'L: ET Debtors Enter Into Morgan Stanley Settlement Pact
PHILLIPS INDUSTRIAL: Case Summary & Largest Unsecured Creditors
PLEJ'S LINEN: Looks to Finley Group for Financial Advice
RCN CORP: Lenders Agree to Extend Forbearance Pact Until June 1
REPTRON ELECTRONICS: Reorganized Company Publishes Q1 2004 Results

REPTRON: Expects to File Delayed Form 10-Q No Later than Monday
REVLON CONSUMER: S&P Affirms B- Rating with Developing Outlook
R.G. BARRY: First Quarter Net Loss Shoots Up to $14.2 Million
ROYAL D ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
SEQUOIA MORTGAGE: Fitch Takes Rating Actions on Securitizations

SOLUTIA INC: Shutting Down Chlorobenzene Business
SPIEGEL INC: Agrees To Terminate Newport Centre Lease
STEAKHOUSE: Reorganized Restaurant Operator Posts Q1 Losses
TRICO MARINE: Missed Interest Payment Prompts S&P's D Ratings
UNUMPROVIDENT CORP: S&P Rates $300MM 8.25% Senior Debt at BB+

VITAL BASICS: Gets Nod to Retain Marcus Clegg as Attorneys
VISTA GOLD: May Require More Capital to Meet Bond Obligation
WOMEN FIRST: Taps Latham & Watkins as Lead Bankruptcy Counsel

* Elliott Management Commends 3rd Circuit's Recusal Decision

* Upcoming Meetings, Conferences and Seminars

                           *********

AFFINITY TECHNOLOGY: Equity Deficit Widens to $1.5M at March 31
---------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB: AFFI) announced that
revenues for the first quarter of 2004 were $254 thousand, with a
net loss of $123 thousand, or $0.00 per share. For the comparable
period of 2003, revenues were $4 thousand and the Company reported
a net loss of $236 thousand, or $0.01 per share. The weighted
average number of shares outstanding during the three months ended
March 31, 2004 was 41.9 million, compared to 41.3 million for the
same period in 2003.

Joe Boyle, Chairman, President and Chief Executive Officer of
Affinity, stated, "Our first quarter was highlighted by several
significant events. First, we entered into a settlement agreement
with an institution that formerly maintained a system that allowed
consumers to apply for credit cards over the Internet. The
settlement agreement related to our financial account patent and
provided additional working capital to support near-term
operations. During the quarter we also retried the Temple Ligon
case and intend to continue to contest the verdict of $386,000.

"Our general and administrative expenses increased from $222,567
to $291,081 during the quarter, primarily as a result of the legal
expenses associated with the Ligon trial. In March we were also
informed that a request for reexamination had been filed on our
patent covering financial and credit accounts (U.S. Patent No.
6,105,007) by Ameritrade and Federated Department Stores. Our
pending lawsuits with them have been stayed, pending the decision
by the U.S. Patent and Trademark Office as to whether their
request will be granted."

At March 31, 2004, Affinity Technology Group's balance sheet shows
a stockholders' deficit of $1,452,569 compared to a deficit of
$1,095,939 at March 31, 2003.

            About Affinity Technology Group, Inc.

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. owns a portfolio of patents that cover the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
such as a personal computer or terminal touch screen. Affinity's
patent portfolio includes U. S. Patent No. 5,870,721 C1, No.
5,940,811, and No. 6,105,007.


AFFORDABLE EQUIPMENT: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Affordable Equipment, Inc.
        128 B Grace Drive
        Easley, South Carolina 29640

Bankruptcy Case No.: 04-05635

Type of Business: The Debtor is a lawn mower retailer.
                  See http://www.affordableequipment.com/

Chapter 11 Petition Date: May 13, 2004

Court: District of South Carolina (Spartanburg)

Judge: Thurmond Bishop

Debtor's Counsel: Robert H. Cooper, Esq.
                  The Cooper Law Firm
                  2320 East North Street, Suite B
                  Greenville, SC 29607
                  Tel: 864-271-9911

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Transamerica Commercial                    $212,884

Case                                       $176,424

Eugene Brown Jr.                           $175,000

Bush Hog                                   $161,390

Textron Financial                          $138,930

Carolina First Bank                         $75,439

David H. Paul                               $50,000

SC Dept. Of Revenue & Taxation              $43,735

Case                                        $37,778

GMAC                                        $25,214

Apalachain Development Corp.                $24,303

IRS MDP 38                                  $22,579

Ford Motor Credit Co.                       $12,000

Capital One                                  $9,449

First USA Bank                               $8,107

Jim Hockaday                                 $7,500

Rotary Products                              $7,375

Grace Office Park LLC                        $5,350

Leinbach Machinery                           $4,806

Rochelle Attorneys at Law                    $3,690


AFTON FOOD: December 31 Balance sheet Upside Down by CDN$19 Mil.
----------------------------------------------------------------
Afton Food Group Ltd. (TSXV: AFF) announced their annual results
for the fiscal period ending December 31, 2003.

Revenue for the year ended December 31, 2003 declined 35% from
the same period in 2002, to $19.6 million. The decline results
from the closure of unprofitable operations, including the North
Bay call centre and corporate restaurants. A reduction in the
number of franchise operations contributed to a reduction to
royalty and lease revenues. Sales, re-sales and renewals declined
in the current year due mainly to a loss of momentum associated
with the uncertainties revolving around the restructuring efforts
in 2003.

Operating earnings increased from $312,000 in fiscal 2002 to $1.3
million for the year ended December 31, 2003. Although revenues
declined, the revenues retained generated an improved
contribution to operating income. The Company was also successful
in reducing "selling, general and administrative expenses" by
$769,000, which is a direct result of cost saving initiatives
implemented as part of the restructuring process.

Franchise rights were written down during the year to $15 million
resulting in a non-cash, pre-tax charge to earnings of
$31.6 million (after tax $20.1million). The write down recognizes
the valuation requirements for an indefinite life intangible asset
in accordance with GAAP.

The net loss for the year totaled $25.8 million, which included
the non-cash write down of franchise rights.

Bruce Smith, President and Chief Financial Officer commented,
"2003 was a year of significant change to the organization. Some
of these changes are highlighted by extremely large numbers such
as the write down of franchise rights. There is a tendency for
readers to focus attention on changes of this magnitude and lose
site of positive initiatives that have taken place in the
organization. The positive initiatives will generate forward
momentum for Afton in the future.

"The changes address the past. For the most part, the store
closures that reduced revenues improved earnings by eliminating
under performing operations. The very significant write down of
intangible assets is a non-cash charge against earnings that does
not impact the resources we have available to execute our plans.
The restructuring initiatives, including store closures and the
write down of franchise rights, streamline the organization.

"Positive initiatives implemented in 2003 include the new
management team, the 20 point plan and its strategic initiatives,
and the benefits resulting from the restructuring process. We
acknowledge that there are challenges to be addressed in the year
ahead and management's plans are designed to address these
challenges."

At December 31, 2003, Afton Foods' balance sheet shows a total
stockholders' equity deficit of CDN$19,070,106.

Afton, through its subsidiaries, is a leading franchisor in the
Quick Service Restaurant industry with locations throughout
Canada operating under two principal brands, 241 Pizza(R) and
Robin's Donuts(R).


AIR CANADA: Jetsgo Says Monopoly On Domestic Market Won't Last
--------------------------------------------------------------
Discount carriers will control Canadian skies in 2005.  This is
the bold prediction of Michel Leblanc, president of Jetsgo, one
of Air Canada's domestic rival.

In a report by the Canadian Press, Mr. Leblanc said that three
discount airlines will carry more domestic passengers than Air
Canada next year.  According to Mr. Leblanc, the troubled
national airline does not have the cost structure to compete.

On May 11, 2004, Jetsgo announced another strong month of traffic
numbers, with an April 2004 load factor of 79.1%.  Since April
2003, Revenue Passenger Miles have more than doubled to
204,828,301 from 80,475,459, or a 155% increase.  Available Seat
Miles are 259,085,760 compared to 110,886,120, representing 134%
growth.  The April 2003 load factor was 72.6%.

"Jetsgo continues to make discount air travel the leading choice
for travelers by adding new cities to our flight schedule and
expanding the fleet," Mr. Leblanc said.  "Our customer response
indicates that this model is working."

Air Canada also competes with WestJet Airlines and CanJet
Airlines.

The April 19 rollout of Jetsgo's new shuttle service between
Toronto and Montreal was a major initiative for the airline.  
With weekday flights leaving every hour on the hour, from 7 a.m.
to 7 p.m., Jetsgo combined convenience and low prices to offer an
attractive service on Canada's busiest route.  A total of 28
daily Jetsgo flights now operate each weekday between both
cities.

Jetsgo recently added Quebec City and Los Angeles to its year-
round destinations, further expanding the carrier's network.  
This week, Jetsgo also introduced the first of its 18 Fokker 100s
into service.  These 108-seat jets will provide more scheduling
flexibility as they are fully incorporated into Jetsgo's active
fleet by the end of 2005.

Jetsgo is headquartered in Montreal with 950 employees.  Jetsgo
offers scheduled discount air service to 17 Canadian and seven
U.S. destinations, including Victoria, Vancouver, Abbotsford,
Edmonton, Calgary, Winnipeg, Toronto, Ottawa, Montreal, Quebec
City, Fredericton, Saint John, N.B., Charlottetown, Halifax,
Sydney, Stephenville, St. John's, Newfoundland, Los Angeles, New
York (Newark), Las Vegas, and St. Petersburg, Fort Lauderdale,
Orlando, and Fort Myers in Florida.

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)


ALLEGHENY: Selling 9% Stake in Ohio Valley Electric to Buckeye
--------------------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) announced that it and its
subsidiary Allegheny Energy Supply Company, LLC, have signed an
agreement to sell their nine percent equity interest and power
rights in the Ohio Valley Electric Corporation (OVEC) for an
undisclosed amount of cash and other consideration to Buckeye
Power Generating, LLC, an affiliate of Buckeye Power, Inc., of
Columbus, Ohio.

"This sale is another step in strengthening our financial
condition and refocusing on our owned and operated generation
assets in PJM," stated Paul J. Evanson, Chairman and CEO.

OVEC is owned by several investor-owned electric utilities in the
Ohio Valley region. OVEC owns two coal-fired power plants with the
following year-round, net generating capability: the Kyger Creek
Plant (1,028 megawatts) at Cheshire, Ohio, and the Clifty Creek
Plant (1,228 megawatts) at Madison, Indiana. Allegheny Energy and
another subsidiary, Monongahela Power Company, also own a 3.5-
percent equity interest and power rights in OVEC, which are not
included in the Buckeye transaction.

The OVEC Inter-Company Power Agreement obligates Allegheny Energy
Supply to first offer its nine percent power rights to the other
owners before selling to Buckeye. The response date for these
owners is June 6. If the offer is not accepted by any of the OVEC
owners, Allegheny Energy Supply has the right to proceed with the
Buckeye transaction. The financial terms of the transaction will
not be disclosed while this process is ongoing.

Buckeye has 90 days from the execution of the agreement to obtain
a commitment for financing the transaction and receive an
investment grade credit rating. The agreement has been approved by
the Board of Directors of each company and is subject to certain
closing conditions, including third party consents, and state and
federal regulatory approvals.

Buckeye Power, Inc., based in Columbus, is a member-owned
generation and transmission cooperative supplying power and energy
to the electric distribution cooperatives in Ohio. The
cooperatives' certified service territory covers nearly 40 percent
of the land area in the state and encompasses 77 of Ohio's 88
counties. They serve more than 335,000 homes, farms, businesses
and industries.

Headquartered in Greensburg, Pa., Allegheny Energy is an
integrated energy company with a portfolio of businesses,
including Allegheny Energy Supply, which owns and operates
electric generating facilities, and Allegheny Power, which
delivers low-cost, reliable electric and natural gas service to
about four million people in Pennsylvania, West Virginia,
Maryland, Virginia and Ohio. More information about Allegheny
Energy is available at http://www.alleghenyenergy.com/

                         *   *   *

As reported in the Troubled Company Reporter's March 18, 2004
edition, Fitch Ratings affirmed and removed from Rating Watch
Negative the ratings of Allegheny Energy, Inc. and the utility
subsidiaries:

     Allegheny Energy, Inc.

        -- Senior unsecured debt 'BB-';
        -- 11-7/8% notes due 2008 'B+'.

     Allegheny Capital Trust I

        -- Trust preferred stock 'B+'.

     West Penn Power Company

        -- Medium-term notes and senior unsecured 'BBB-'.

     Potomac Edison Company

        -- First mortgage bonds 'BBB';
        -- Senior unsecured notes 'BBB-'.

     Monongahela Power Company

        -- First mortgage bonds 'BBB';
        -- Medium-term notes 'BBB-';
        -- Pollution control revenue bonds (unsecured) 'BBB-';
        -- Preferred stock 'BB+'.

The Rating Outlook is Stable.

The 'BB-' rating of Allegheny Energy, Inc.'s former bank credit
facility maturing in January 2005 is withdrawn as that bank credit
facility has been terminated and replaced.


ALLEGIANCE TELECOM: Debtor's Equity Deficit Tops $373M at March 31
------------------------------------------------------------------
Allegiance Telecom, Inc. (OTC Bulletin Board: ALGXQ), a
facilities-based national local exchange carrier (NLEC), announced
results for the first quarter of 2004.

Allegiance reported first quarter revenues of $180.0 million, a
decrease of 4.0 percent compared with 4Q03 of $187.5 million and a
decrease of 12.0 percent compared with 1Q03 of $204.6 million. The
largest components of the year over year quarterly revenue decline
were $10.7 million in federally and state mandated reductions in
intercarrier compensation and a $7.3 million decrease in revenue
from Allegiance's Shared Technologies subsidiary.

The Company's loss from operations was $32.0 million in 1Q04.
Adjusted EBITDA(1) (see footnote) margin (Adjusted EBITDA as a
percentage of total revenues) for the quarter was 13.7 percent,
with Adjusted EBITDA of $24.7 million in 1Q04. Allegiance also
reported Free Cash Flow from Operations of $22.1 million.
Reorganization expenses of $19.5 million included a break up fee
and expense reimbursements to Qwest Communications International,
Inc. of $13.0 million and $6.5 million in professional fees and
other restructuring losses.

At March 31, 2004, Allegiance Telecom Inc.'s balance sheet shows a
$372,825,000 stockholders' deficit as compared to the $313,471,000
deficit at December 31, 2003.

On February 13, 2004, Allegiance selected XO Communications, Inc.
(OTC Bulletin Board: XOCM) as the winning bidder for substantially
all of the assets of Allegiance Telecom, which had filed for
financial restructuring under Chapter 11 of the U.S. Bankruptcy
Code on May 14, 2003. Under the terms of the purchase agreement,
XO will purchase, for approximately $311 million in cash and
approximately 45.38 million shares of XO common stock,
substantially all of the assets of Allegiance Telecom and its
subsidiaries, except for Allegiance's customer premises equipment
sales and maintenance business (operated under the name of Shared
Technologies), its dedicated dial-up access services business
operated under an agreement with Level 3 Communications LLC, its
shared hosting business and certain other Allegiance assets and
operations.

Consolidated revenues for the quarter totaled $180.0 million. The
revenue mix consisted of $72.1 million in local voice services
(compared to $85.2 million in the same period for 2003); carrier
access and interconnection revenues of $12.6 million are included
in the local voice revenues for 1Q04, compared to $23.3 million
included in local voice services in 1Q03. Long distance service
revenues totaled $13.1 million in 1Q04 and $11.5 million in 1Q03.
Data revenues totaled $66.9 million, compared to $72.7 million in
the same period for 2003. Included in Allegiance's data revenues
are results from its long-term integrated network services
contract with Level 3 Communications which was sold to Level 3 in
April 2004. Revenue from the Level 3 contract totaled $27.7
million in the first quarter of 2004 and $30.0 million in the
first quarter of 2003. Subsequent to the end of the first quarter,
in April 2004, Allegiance received $54 million in cash from Level
3 to terminate its long-term contract. Revenues from Allegiance's
Shared Technologies operation totaled $27.9 million in the first
quarter of 2004, compared to $35.2 million in the first quarter of
2003. Shared Technologies' operations will not be acquired by XO
Communications.

Allegiance Telecom headcount totaled approximately 2,840 at the
end of the first quarter of 2004, down from 3,620 at the end of
the first quarter 2003. Shared Technologies ended the quarter with
approximately 580 employees.

On February 20, 2004, the U.S. Bankruptcy Court for the Southern
District of New York approved the proposed purchase of
substantially all of Allegiance's assets by XO, and XO expects to
close on the sale by the end of the second quarter, 2004.

On April 22, 2004, Allegiance issued its second amended and
restated joint plan of reorganization and second amended and
restated disclosure statement. Ballots for accepting or rejecting
the plan of reorganization have been distributed to claim holders
of record on April 23, 2004. The voting deadline is 5:00 p.m.
Eastern time on June 1, 2004, the confirmation objection deadline
is 4:00 p.m. Eastern on June 1, 2004 and the confirmation hearing
date is scheduled at 10:00 a.m. Eastern on June 7, 2004.

On April 16, 2004, Allegiance announced that XO Communications has
entered into an operating agreement allowing XO to operate the
Allegiance assets it is acquiring, subject to Allegiance's consent
and in accordance with applicable law, regulations, and tariffs.
The operating agreement is in place until the final closing of the
purchase agreement.

                 About Allegiance Telecom

Allegiance Telecom is a facilities-based national integrated
communications provider headquartered in Dallas, Texas. As the
leader in competitive local service for medium and small
businesses, Allegiance offers "One source for business
telecom(TM)" -- a complete package of telecommunications services,
including local, long distance, international calling, high-speed
data transmission and Internet services and a full suite of
customer premise communications equipment and service offerings.
Allegiance serves major metropolitan areas in the U.S. with its
single source provider approach.


AMERICAN COMPUTER: Section 341(a) Meeting Slated for May 24
-----------------------------------------------------------
The United States Trustee will convene a meeting of American
Computer 7 Digital Co.'s creditors at 11:00 a.m., on May 24, 2004
in Room 2610 at 725 South Figueroa St., Los Angeles, California
90017.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Baldwin Park, California, American Computer &
Digital Co., filed for chapter 11 protection on April 22, 2004
(Bankr. C.D. Calif. Case No. 04-19259).  Robert P. Goe, Esq., at
Goe & Forsythe LLP represents the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed both estimated debts and assets of over $10 million.


AMES DEPARTMENT: Inks Stipulation Resolving 170 Employee Claims
---------------------------------------------------------------
The Ames Department Stores, Inc. Debtors have ceased all retail
operations, conducted going out of business sales at each of their
retail locations, closed their corporate headquarters, and
dismissed 170 employees at various times during the course of
their Chapter 11 cases.  Upon severance, each Employee received an
initial severance payment equal to 40% -- 25% for officers -- of
the amount the Debtors believed to be the Employee's severance
entitlement.  

The Employees have a claim for the balance of the severance.  The
Debtors recently offered to settle the Wage Claims for a cash
payment equal to 40% of the Wage Claims.

The Employees also asserted they are entitled to payment under
the Workers Adjustment Retraining Notification Act and, through
their counsel, Lankenau & Miller, LLP, have filed individual,
timely requests for payment of administrative expenses against
the Debtors' estates.  The Employees seek to recover their wages
and other benefits for 60 days following the termination of their
employment, which wages have not been paid.

The Debtors assert that they did not violate the WARN Act and
dispute the Employees' entitlement to the WARN Claims.  

Subsequently, to settle the WARN Claims, the Debtors offered each
Employee 35% of the difference between each Employee's WARN Claim
and the sum of the Initial Payment and the Settlement Offer.  
The Debtors provided Lankenau & Miller with a spreadsheet setting
forth the amounts the Debtors have agreed to pay each individual
Employee on account of each Employee's Claim.  In turn, Lankenau
& Miller forwarded the individual settlement calculations to the
Employees for their approval.

After corresponding with the Employees, Lankenau & Miller
informed the Debtors that:

   (a) the Employees have accepted the Settlement; and

   (b) four individuals who have asserted claims against the
       Debtors declined to accept the Settlement:

          -- Wendy Ewing,
          -- Francis A. Kobbs,
          -- Mary Lapenta, and
          -- Michael Mazzarella

Each of the Employees also agreed to pay 1/3 of the WARN
Settlement Offer to Lankenau & Miller as attorneys' fees.

Accordingly, the parties stipulate and agree that:

   (a) In full and final satisfaction of the Claims, the Debtors
       will pay each Employee, without admitting liability, the
       sum of the Settlement Offer, plus the WARN Settlement
       Offer;

   (b) As part of the Settlement, and by accepting the Debtors'
       checks, each Employee and Lankenau & Miller:

          (i) releases the Debtors, the Debtors' estates, and all
              the Debtors' officers, directors, employees, and
              professionals, the statutory creditors'
              committee appointed in these Chapter 11 cases and
              all its members and professionals, and Kimco Realty
              Corporation, Kimco Funding, LLC, and all of their
              professionals from any and all liability should the
              ultimate recovery to the holders of administrative
              expense claims exceed the amount paid by the
              Debtors for the settled Claims; and

         (ii) forfeits the right to assert any additional
              administrative expense claims incurred prior to
              April 16, 2004 in the Debtors' Chapter 11 cases;

   (c) All attorneys' fees and costs due to Lankenau & Miller
       will be borne by the Employees.  Fees and costs due to
       Lankenau & Miller are to be deducted only from the amounts
       attributable to the WARN Settlement Offer and will be paid
       directly to Lankenau & Miller by the Debtors;

   (d) The Debtors will provide Lankenau & Miller with:

          (i) individual checks, payable to the individual
              Employees, representing the Settlement Amount for
              Each Employee -- less one-third of the amount of
              the WARN Settlement Offer for legal fees and costs;
              and

         (ii) a $72,984 check, payable to Lankenau & Miller,
              representing the legal fees and costs deducted from
              the Settlement Amount.  Lankenau & Miller will be
              responsible for sending the checks to the
              Employees;

   (e) Lankenau & Miller is authorized to settle the Claims and
       provide the Releases on the Employees' behalf; and

   (f) The Debtors do not acknowledge any liability for WARN Act
       violations and reserve their rights to object to any
       subsequently filed claims alleging WARN Act violations.

Judge Gerber approves the Stipulation.

Headquartered in Rocky Hill, Connecticut, Ames Department Stores,
Inc., is a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in nineteen states and
the District of Columbia.  The Company filed for chapter 11
protection on August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).
Albert Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal
LLP and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities. (AMES Bankruptcy News, Issue No.
54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


APPLIED EXTRUSION: S&P Cuts Corporate Credit Rating to CCC from B-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New Castle, Delaware-based Applied Extrusion
Technologies Inc. to 'CCC' from 'B-'. At the same time, Standard &
Poor's lowered its ratings on the company's senior unsecured notes
to 'CC' from 'CCC'. The outlook remains negative. Applied
Extrusion had outstanding debt of approximately $362 million at
March 31,
2004.

"The downgrade reflects Applied Extrusion's extended poor
operating and financial performance, weakened liquidity position,
very aggressive debt leverage, and negative cash flows," said
Standard & Poor's credit analyst Paul Blake.

The company may be challenged to remain in compliance with minimum
EBITDA levels required in its bank credit agreement, should
operating profitability fail to improve. Additionally, the
company's ability to make a $14.8 million semi-annual coupon
payment in July 2004 appears uncertain based on current operating
trends.

The ratings reflect Applied Extrusion's well-below-average
financial profile, subpar operating performance, and vulnerability
to raw material cost volatility, which more than outweigh its
position as the largest oriented polypropylene (OPP) films
producer in North America. With annual revenues of about $250
million, the company holds an estimated 25% share of the OPP
market.

The OPP market is highly competitive and subject to swings in raw
material prices, namely polypropylene resins. Applied Extrusion
benefits from its position as a low-cost supplier to converters
(packaging companies that print and laminate films for further
sale to end users) and end users of OPP film. Although end markets
usually include relatively recession-resistant applications such
as labels for beverage bottles and containers, and food packaging,
the major consumer products companies have been experiencing
reduced volumes. Customer concentration is high with the largest
converter customer accounting for about 16% of revenues.

Applied Extrusion's operating performance has been weakened by
volume declines, resulting from loss of market share, and by
capacity utilization below expectations at about 90%. Volumes
increased, however, in the quarter ending March 31, 2004, due to
the company's decision to sell lower-priced inventory near cost.
This strategy may help to decrease inventory levels; however,
profitability has suffered as a result. Operating margins have
declined to the mid-teens percent area from approximately 20%
previously. In addition, higher resin prices, partially because of
elevated oil and natural gas prices, and lower OPP film
utilization rates have also weakened results. Increased raw
material costs and soft demand have been partially offset by
restructuring measures, including headcount reductions, and some
price increases, the most recent of which was announced in March
2004. Further, Applied Extrusion has implemented sales
initiatives, which it hopes will help to regain lost market share.


ARLINGTON HOSPITALITY: Reports Declining Revenues & Losses for Q1
-----------------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development
and management company, announced results for the first quarter
ended March 31, 2004.

Revenues in the 2004 first quarter were down slightly to $17.4
million, compared to $17.8 million in the same 2003 period,
primarily reflecting the sale of hotels during the past year,
resulting in fewer hotels owned and operated by the company.

Against the backdrop of what is generally regarded as the
industry's seasonally weakest demand period, the company reported
a net loss for the 2004 first quarter of approximately
$(1,575,000), or $(0.31) per share, compared to a net loss of
approximately $(1,483,000), or $(0.30) per share in the previous
year. These results include non-cash hotel impairment charges of
$320,000 pre-tax $(192,000 after tax) and $100,000 pre-tax
$(60,000 after tax) in the 2004 and 2003 first quarters,
respectively. The first quarter 2004 and 2003 results also include
net losses from discontinued operations of $(379,000) and
$(462,000), respectively, including additional impairment charges
of $411,000 pre-tax $(246,000 after tax) in the first quarter of
2004, related to the non-AmeriHost hotels classified as
discontinued operations.

The above-mentioned non-cash hotel impairment charges have been
recorded primarily in connection with the company's previously
announced plan for hotel disposition. Discontinued operations
relates to the operations of the non-AmeriHost Inn hotels sold, or
expected to be sold within the next 12 months, which have been
reclassified from continuing operations. Exclusive of the
impairment charges, the company's results from discontinued
operations improved from a pretax loss of approximately $(769,000)
in the first quarter of 2003, to a pretax loss of approximately
$(219,000) in 2004. "The $550,000 pretax, pre-impairment
improvement in discontinued operations reflects the disposition of
three non-strategic hotels in 2003 and strongly supports our
divestment strategy for our non-AmeriHost Inn hotels," said Jerry
H. Herman, president and chief executive officer. "When taking
into account this improvement in discontinued operations, together
with the effect of additional non-cash impairment charges on
certain AmeriHost Inn hotels, our results improved considerably in
the 2004 first quarter, compared to the same period last year."

Corporate general and administrative expense increased to
approximately $867,000 during the three months ended March 31,
2004, from approximately $448,000 during the three months ended
March 31, 2003. This increase was comprised primarily of
professional fees incurred in connection with special corporate
level strategic projects, including the PMC lease restructuring as
discussed below, expenses incurred in connection with the
company's previously announced plan to add depth to the accounting
and finance area, and an adjustment for director restricted stock
compensation.

During the quarter, Arlington reduced its long-term mortgage debt
from $65.2 million, as of December 31, 2003, to $60.7 million, as
of March 31, 2004. The reduction was primarily the result of 2004
first quarter hotel sales and application of the proceeds to pay
off the debt. The company has mortgage debt of approximately $33.3
million related to hotels held for sale. The company expects to
pay off this debt as the hotels are sold.

Arlington's 2004 first quarter incentive and royalty-sharing
revenues improved 38 percent to approximately $283,000, compared
to the same period in 2003. This improvement was a result of the
amortization of a greater number of development incentive fees
received from Cendant in connection with the sale of AmeriHost
hotels, and the growing stream of royalty-sharing fees received
from Cendant as the brand expands.

During 2004, the company also amended (i) the partnership
agreement for a non-AmeriHost Inn hotel, and (ii) a lease
agreement for another non-AmeriHost Inn hotel. In the first
transaction, the company renegotiated its hotel joint-venture
arrangement, under which the joint-venture partner agreed to fund
all future cash-flow needs of the hotel property, without any
funding obligation to Arlington, and without any dilution of
ownership to Arlington. In addition, as part of this transaction,
management responsibilities were transferred from an affiliate of
Arlington to an affiliate of the joint-venture partner. In the
second transaction, in which the company is a lessee, the term on
such hotel lease was shortened from six years to a maximum of 18
months, and the annual lease payments were significantly reduced
through the end of the lease. The company estimates that the
transactions affecting these two joint ventures will save over
$250,000 in cash flow annually.

                  AmeriHost Inn Room Revenue

During the first quarter of 2004, same-room revenue per available
room (RevPAR) for the company's AmeriHost Inn hotels improved 2.3
percent to $26.95, compared to the same period last year. The
comparable midscale without food and beverage segment, according
to Smith Travel Research, rose 6.3 percent for the 2004 first
quarter.

"Many of our hotels are located in the Midwest, an area which is
recovering more slowly than the economy as a whole," Herman said.
"For example in the first quarter the hotel industry in the
aggregate in Illinois, Michigan and Ohio had significantly lower
improvements in RevPAR , compared to a 6.3 percent improvement for
the mid-market without food and beverage segment nationwide. We
are encouraged to see a positive increase in both average rate and
occupancy across our system, and are beginning to reap the
benefits from a number of our newly enacted sales initiatives."

Last week, the company reported a significant increase in same
room RevPAR comparisons for the month of April. Herman said that
the revenue results from April point to it being a "breakthrough"
month for the company. "For the first time in more than three
years, we saw a noticeable increase in mid-week business travel,"
he said. "It is encouraging to see RevPAR increase 6.8 percent in
April.

"Equally as important is that we are increasing our share of the
market over our competitors. We gained market share in the 2003
fourth quarter, finishing the year with a market share of 97.3,
according to Smith Travel Research. That trend continued in the
first quarter, partially as a result of our new sales and
marketing initiatives, as our share rose to 99.2, compared to the
competition."

                  Line of Credit Renewed

In late April, the company completed a one-year renewal of its
line of credit with LaSalle Bank NA through April 30, 2005. The
line has a maximum availability of $4.0 million at a 10 percent
annual interest rate. The maximum availability will step down to
$3.5 million on February 28, 2005.

"We now are moving into a development mode focus, and will seek
longer-term financing that will better align with the development
and sales cycle," Herman said. "We are in discussions with an
investment advisor, whom we expect to engage shortly, to determine
how to best structure our future financing needs."

               PMC Lease Restructuring Update

As previously announced, the company entered into a temporary
letter agreement with PMC Commercial Trust (PMC) (AMEX: PCC),
which recently was extended through May 2004. The temporary letter
agreement deferred a portion of the March, April and May base
rent, providing for reduced payments, from approximately $445,000
to approximately $360,000, per month. In addition, the company was
able to use $200,000 of the security deposit to partially fund the
payments. The deferred portion of the March, April and May 2004
rent payments of approximately $264,000, plus the $200,000
required to restore the security deposit to its March 12, 2004
balance, will be payable to PMC in four equal monthly payments,
beginning June 1, 2004.

"Our objective is to restructure the leases in order to reduce our
monthly base rent payments, improve cash flow, and to provide for
the orderly sale of all 21 of the leased hotels over a period of
time," Herman said. "The temporary letter agreement also provides
for the gathering and sharing of certain hotel and financial
information about the company's operations. Our discussions are
progressing in a timely fashion; however, there still are a number
of issues that need to be resolved."

While the objective of the current discussions is to reach an
agreement prior to the expiration of the temporary letter
agreement, as extended, there can be no assurances that the leases
will be restructured on terms and conditions acceptable to the
company and its subsidiary, if at all, or that a restructuring
will improve operations and cash flow, or provide for the sale of
the hotels to third-party operators.

               Disposition Program Update

The company sold two AmeriHost Inn hotels in the 2004 first
quarter, bringing to eight the number of hotels sold as part of
the company's previously announced plan to dispose of 25 to 30
hotels over a two-year period. The hotels, located in Upper
Sandusky, Ohio and Redding, Calif., were sold for $7.1 million in
gross proceeds. Since the program's inception, the company has
generated gross proceeds of approximately $23.3 million and paid
down a total of approximately $14.1 million in debt.

The company's hotel assets designated for sale within the next 12
months have been classified as "held for sale" on the accompanying
balance sheet as of March 31, 2004. The operations of the non-
AmeriHost Inn hotels to be sold have been reclassified from the
company's continuing operations and presented as "discontinued
operations" in the consolidated statements of operations.

"Our pipeline is quite active, and we currently have six hotels
under contract and are well along on negotiations on a number of
other hotels," Herman said. "We are currently seeing considerably
more interest in our hotels, as the potential buyers seek to take
advantage of the seasonally stronger summer months, as well as the
improving economy and hotel industry fundamentals."

It should be noted that when the company has hotels under contract
for sale, even with nonrefundable cash deposits in certain cases,
certain conditions to closing remain, and there can be no
assurance that these sales will be consummated as anticipated. Any
forecasted amounts from closed or pending sales could differ from
the final amounts included in the company's applicable quarterly
and annual financial statements when issued. Furthermore, such
forecasted amounts do not represent guidance on, or forecasts of,
the results of the company's entire consolidated operations, which
are reported on a quarterly basis.

Information on Arlington's hotels being brokered for sale can be
obtained by calling Steve Miller, senior vice-president of real
estate and business development, at 847-228-5400, extension 312,
or e-mailing stevem@arlingtonhospitality.com .

               Development Program Update

Shortly after the close of the 2004 first quarter, Arlington
opened a new, 79-room hotel in Weirton, W. Va. The company also is
evaluating several properties in the Midwest and California for
use of its new 80- to 90-room hotel prototype design, which was
created for larger markets.

               About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 104-property mid-market, limited-service
hotel brand owned and presently franchised in 22 states and Canada
by Cendant Corporation (NYSE:CD). Currently, Arlington
Hospitality, Inc. owns or manages 63 properties in 15 states,
including 56 AmeriHost Inn hotels, for a total of 4,590 rooms,
with additional AmeriHost Inn & Suites hotels under development.

                        *   *   *

In its Form 10-K for the fiscal year ended December 31, 2003 filed
with the Securities and Exchange Commission, Arlington
Hospitality, Inc. reports:

                LIQUIDITY AND CAPITAL RESOURCES

"During 2003, the cash flow from hotel operations continued to
decline, due to many factors such as downturn in the hotel
industry for most of 2003 and its effect on hotel room demand,
increased competition in our markets, and increasing operating
costs such as labor, maintenance, utilities and insurance. The net
cash flow from the operations of many of our hotels has been
insufficient to support their related mortgage debt payments, or
lease payments, primarily to PMC, as well as necessary and ongoing
capital expenditures. There can be no assurance that these costs
will not increase further at rates greater than our revenues. In
addition, our hotel development activity for joint ventures has
also decreased over the past two years, with only one joint
venture project completed in 2003. As a result, the cash flow from
all of our business segments, with the largest amount funded by
the sale of hotel properties, has been utilized to maintain
liquidity and meet the line-of-credit availability reductions. A
smaller amount has been used for investment in new hotel
development. The factors impacting us in 2003, as well as the
reduction in the availability of our corporate line of credit,
have at times created liquidity issues. We have been able to
maintain our liquidity primarily through the sale of hotels.

"We believe that during the next twelve months, in order to
maintain our liquidity, it is critical for us to continue to sell
hotel properties. In addition, we seek to increase income from our
existing hotel properties by focusing on new revenue enhancement
opportunities, and aggressive cost controls. We believe that an
upturn in the economy will result in increased demand for hotel
rooms, including ours, and such upturn could result in
significantly improved hotel operating results. However,
historically we have seen that lodging demand trends will
typically lag six to nine months behind any such economic trends.
We have also been in discussions with PMC requesting a reduction
in our subsidiary's monthly lease payment and other modifications.

"Our principal liquidity needs for periods beyond twelve months
are for the cost of new developments, property acquisitions,
scheduled debt maturities, major renovations, expansions and other
non-recurring capital improvements.

"In addition to our normal operational and growth oriented
liquidity needs, other contingencies may also have a significant
impact on us, including the impact of seasonality on our hotel
operations and hotels sales, and the inability to pay off mortgage
loans when maturing.

"We believe our revenues, together with proceeds from financing
activities will continue to provide the necessary funds for our
short-term liquidity needs. However, material changes in these
factors, including factors that could inhibit our ability to sell
hotels under acceptable terms and within certain time frames, may
adversely affect net cash flows. Such changes, in turn, would
adversely affect our ability to fund debt service, lease
obligations, capital expenditures, and other liquidity needs. In
addition, a material adverse change in our cash provided by
operations may affect the financial performance covenants under
our unsecured line of credit and certain mortgage notes."


ASPECT COMMS: Improved Fin'l Profile Spurs S&P's B+ Rating Upgrade
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on San Jose, California-based Aspect Communications Corp to
'B+' from 'B'. The outlook is stable.

"The rating action is based on a strengthened financial profile
following several quarters of improved profitability and free
operating cash flow generation resulting from cost cutting
actions. The company has also recently refinanced its funded debt,
pushing maturities out until 2007," said Standard & Poor's credit
analyst Ben Bubeck. The ratings on Aspect Communications Corp
reflect a limited revenue base and an inconsistent earnings
record, combined with a difficult IT spending environment. These
factors are partially offset by improved cost controls that have
restored profitability and adequate financial flexibility.

Aspect Communications is a provider of software-based call center
and customer relationship management solutions. The company had
approximately $95 million of operating lease-adjusted debt as of
March 2004.

During the 12 months ended March 2004, revenues of $371 million
were slightly down compared to the year-earlier period, as capital
spending within the IT environment remained depressed from
historical levels. New license revenues as a component of total
revenues during this period were 20%, compared to 21%, 24%, and
36%, continuing the declining trend of the prior three fiscal
years, respectively. Standard & Poor's Ratings Services does not
expect significant, sustainable growth for Aspect until a general
recovery in information technology investment occurs.

Although revenues were slightly lower during the 12 months ended
March 2004 compared to the year-earlier period, EBITDA (adjusted
for capitalized operating leases) increased over the same period
to approximately $100 million from about $55 million. The
improvements in operating efficiency resulted mostly from cost-
reduction actions, including headcount reductions. Aspect's
financial position also benefited from retiring the remainder of
its convertible subordinated notes during 2003. As of March 2004,
operating lease-adjusted total debt-to-EBITDA was under 1.5x.
Growth initiatives could increase this level over the intermediate
term.

Standard & Poor's expects that the company will generate
sufficient cash flow to meet operating and capital expenditures
despite a lack of near term growth prospects. The current rating
also incorporates the potential for Aspect to use cash on the
balance sheet, and possibly draw debt under its revolver, to grow
the business over the intermediate term.


ATLANTIS SYSTEMS: Unable to File FY 2003 & Q1 Reports on Time
-------------------------------------------------------------
Atlantis Systems Corp. announced it will be unable to file its
consolidated financial statements for the fiscal year ended
December 31, 2003 and related documentation such as management
discussion and analysis and the annual information form by
May 19, 2004, being 140 days following the end of Atlantis' last
fiscal year, as required by the securities legislation applicable
in the provinces in which Atlantis is a reporting issuer.

Atlantis was also unable to file its interim financial statements
for the three month period ended March 31, 2004 and related
documentation by May 15, 2004, being 45 days following the end of
Atlantis' first fiscal quarter of 2004, as required by the
securities legislation applicable in the provinces in which
Atlantis is a reporting issuer.

The preparation and filing of the Annual Financial Statements and
the First Quarter Financial Statements have been delayed because
of an ongoing financing transaction that was deliberated by
shareholders on April 30 and May 10, 2004 and rejected. As
previously reported on May 12, 2004, the Board of Directors of
Atlantis accepted an alternative offer of financing which has been
conditionally approved by the Toronto Stock Exchange and is
subject to satisfaction of a number of conditions, including
shareholder approval, which may be obtained in writing. In an
effort to accelerate the shareholder approval process, Atlantis
will seek to obtain written consent from the holders of a majority
of the outstanding shares, failing which, a meeting will be held
to seek approval for this offer.

This financing offer consists of $6 million in equity units and a      
$2 million 10% term debt facility. The $0.40 equity units consist
of one common share and one half of a common share purchase
warrant. Each full common share purchase warrant is exercisable
for two years following the closing of the financing and the
exercise price is $0.50 per share for the first twelve months
following the closing and $0.60 per share for the second twelve
months following the closing. This financing also required the
conversion of $3.75 million of outstanding liabilities into equity
as described in the Management Information Circular dated March
25, 2004. The shareholders approved this debt conversion at a
Special Meeting of Shareholders held on May 10, 2004.

The year-end financial statement audit has now commenced and it is
anticipated that Atlantis will be able to file the Annual
Financial Statements and the First Quarter Financial Statements by
June 30, 2004.

In accordance with Ontario Securities Commission Policy 57-603,
Atlantis intends to satisfy the provisions of the alternate
information guidelines, including the disclosure of any material
change to information disseminated to the marketplace to date,
until such time as it has complied with its financial statement
filing requirements.

Atlantis expects Management and Directors will receive a cease
trade order on Atlantis' shares until these defaults are remedied.
If Atlantis has not filed the Annual Financial Statements and the
First Quarter Financial Statements by July 19, 2003 and July 15,
2003 respectively, Atlantis shall have been in default of each of
its financial statement filing requirements for a period of two
months. The Ontario Securities Commission may impose a cease trade
order against Atlantis if such defaults are not remedied prior to
such dates.

Andrew Day has been appointed as a Special Advisor to the Board of
Directors of Atlantis Systems Corp. effective immediately. After a
lengthy career in Canadian banking, Mr. Day held senior executive
positions in a number of successful Canadian entrepreneurial
enterprises.

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


BALDWIN PIANO: QRS Music Filing Motion to Vacate Default Judgment
-----------------------------------------------------------------
QRS Music Technologies, Inc. (OTCBB:QRSM) announced, in a Form 8-K
filing to the Securities and Exchange Commission, that it intends
to promptly file a motion seeking vacation of a judgment relating
to the bankruptcy of Baldwin Piano & Organ Company several years
ago.

The United States Bankruptcy Court, Southern District of Ohio,
Western Division, granted a default judgment to Dwight's Piano Co.
(formerly known as Baldwin) for approximately $478,000 plus
interest.

The text of the 8-K filing is as follows:

In the third quarter of fiscal year ending June 30, 2004, the
Company discovered that a default judgment in the amount of
approximately $478,000 plus interest had been entered against it
in United States Bankruptcy Court, Southern District of Ohio,
Western Division. The default judgment was granted to Dwight's
Piano Co, fka Baldwin Piano & Organ Company and subsidiaries and
was based upon Plaintiff's claims that preferential transfers were
made during the 90 period prior to Baldwin's bankruptcy filing on
May 31, 2001. The Company intends to promptly file a motion
seeking vacation of the judgment under Fed.R.Bankr.P. 9024 and
7055. It also intends to raise various defenses under 11 USC 547c
of the Bankruptcy Code.

The Company has not previously accounted for the default judgment
in its financial statements. The Company expects that will not be
able to timely file its Form 10-QSB for the quarter ended March
31, 2004 in order that it may address necessary amendments to its
previously filed financial statements. Based on the terms of the
default judgment as it currently stands, the Company expects that
it will file amendments to the financial statements in its Forms
10-QSB for the quarters ended September 30, 2003 and December 31,
2003 and its Form 10-KSB for the fiscal year ended June 30, 2003.
The effect of the amendments on the income statement in the Form
10-KSB dated June 30, 2003 will be to increase bad debt expense by
$477,601, decrease income tax expense by $181,000 and decrease net
income by approximately $297,000 or $.03 per share.

QRS Music Technologies, Inc.'s stock is traded Over-The-Counter on
the OTCBB:QRSM.

                  About Baldwin Piano

Baldwin Piano & Organ Company is the largest US manufacturer of
keyboard instruments. Founded in 1862, the company is best known
for making concert and upright pianos under the Baldwin,
Chickering, and Wurlitzer names. It also makes ConcertMaster
computerized player pianos and Baldwin Pianovelle digital
keyboards. Baldwin has manufcturing facilities in Arkansas and
Juarez, Mexico. It has sold 11 of its retail stores and plans to
sell the rest. It also sold its retail finance business and plans
to file for Chapter 11 bankruptcy protection. Seven different
investment groups, led by Heartland Advisors, own about 65% of the
company.


BOYD GAMING: Offering $325MM of Coast Hotels' 9.50% Senior Notes
----------------------------------------------------------------
Boyd Gaming Corporation announced that, in connection with its
proposed acquisition of Coast Casinos, Inc. (CCI), it has
commenced a cash tender offer and consent solicitation for any and
all of the $325 million outstanding aggregate principal amount of
the 9.50% Senior Subordinated Notes due 2009 (CUSIP # 19035CAF9)
of Coast Hotels and Casinos, Inc. Pursuant to the Merger, CCI will
be merged with and into, and will become, a wholly owned
subsidiary of Boyd Gaming. The Merger is expected to close in mid-
2004, subject to the receipt of various regulatory and other
approvals.

Holders who validly tender their Notes by 5:00 p.m., New York City
time, on Thursday, May 27, 2004, will receive total consideration
of $1,051.25, consisting of (i) a purchase price of $1,031.25 per
$1,000 principal amount of Notes and (ii) a consent payment of
$20.00 per $1,000 principal amount of Notes accepted for purchase.
All holders whose Notes are accepted for payment will also receive
accrued and unpaid interest up to, but not including, the
applicable date of payment for the Notes pursuant to the Tender
Offer.

The Tender Offer is scheduled to expire at 9:00 a.m., New York
City time, on Wednesday, June 16, 2004, unless extended or earlier
terminated (the "Expiration Date"). Holders who validly tender
their Notes after the Consent Date and on or prior to the
Expiration Date will not be entitled to receive the consent
payment. The settlement date for Notes accepted for purchase in
the Tender Offer will be promptly after the Expiration Date.

In connection with the Tender Offer, Boyd Gaming is soliciting
consents to certain proposed amendments to amend or eliminate
substantially all of the restrictive covenants, certain events of
default and certain other related provisions contained in the
indenture governing the Notes. Holders may not tender their Notes
without delivering Consents or deliver Consents without tendering
their Notes.

Tenders of Notes pursuant to the Tender Offer may be validly
withdrawn and Consents delivered pursuant to the Consent
Solicitation may be validly revoked at any time on or prior to the
Consent Date. Holders may not validly revoke a Consent unless they
validly withdraw their previously tendered Notes. Notes tendered
after the Consent Date may not be withdrawn.

The Tender Offer and Boyd Gaming's obligation to accept Notes
tendered and to pay the purchase price is subject to the
satisfaction of certain conditions, including the satisfaction of
certain conditions to consummate the Merger, the receipt of
tenders of Notes representing at least a majority in aggregate
principal amount of the outstanding Notes, receipt of financing
for the Tender Offer, the execution of the supplemental indenture
and other general conditions. The complete terms and conditions of
the Tender Offer and the Consent Solicitation are described in the
Offer to Purchase and Consent Solicitation Statement dated May 14,
2004, copies of which may be obtained from D.F. King & Co., Inc.,
the information agent for the Tender Offer; banks and brokers call
(212) 269-5550 (collect), all others call (800) 758-5378 (US toll-
free). Holders of Notes are urged to read the Offer to Purchase
and Consent Solicitation Statement carefully because it contains
important information.

Boyd Gaming has engaged Banc of America Securities LLC and
Deutsche Bank Securities Inc. to act as joint dealer managers and
solicitation agents in connection with the Tender Offer and the
Consent Solicitation. Questions regarding the Tender Offer and the
Consent Solicitation may be directed to Banc of America Securities
LLC, High Yield Special Products, at 888-292-0070 (US toll-free)
and 704-388-4813 (collect) or Deutsche Bank Securities Inc., High
Yield Capital Markets, at 800-553-2826 (US toll-free) and 212-250-
4270 (collect).

             About Coast Hotels and Casinos

Coast Hotels and Casinos, Inc. owns and operates four Las Vegas
hotel- casinos, The Orleans, the Gold Coast, the Suncoast and the
Barbary Coast. The Company's objective is to use its development
and operating experience to successfully develop, own and operate
hotel-casinos in strategic locations with strong surrounding
demographics. The Company's growth strategy includes expanding its
existing facilities, as well as identifying and developing new
gaming opportunities, primarily in Las Vegas.

                  About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is
a leading diversified owner and operator of 13 gaming
entertainment properties located in Nevada, New Jersey,
Mississippi, Illinois, Indiana and Louisiana. Boyd Gaming recently
opened Borgata Hotel, Casino and Spa at Renaissance Pointe (AOL
keyword: borgata or www.theborgata.com), a $1.1 billion
entertainment destination hotel in Atlantic City, through a joint
venture with MGM MIRAGE. In February, the Company reached a
definitive agreement to merge with Coast Casinos, Inc. The $1.3
billion merger is expected to be completed in mid-2004, subject to
regulatory approvals. Boyd Gaming is also awaiting regulatory
approval of its acquisition of Harrah's Shreveport, and that is
expected in the second quarter 2004. Boyd Gaming press releases
are available at www.prnewswire.com . Additional news and
information on Boyd Gaming can be found at www.boydgaming.com .

As reported in the Troubled Company Reporter's April 15, 2004
edition, Standard & Poor's Ratings Services lowered its senior
secured debt rating on casino operator Boyd Gaming Corp. to 'BB'
from 'BB+'. Concurrently, the 'BB-' senior unsecured debt rating
on Boyd was affirmed. Both ratings were removed from CreditWatch
where they were placed on Feb. 10, 2004.

"The lower rating on the senior secured debt reflects Standard &
Poor's expectation that these creditors would not be in a position
to fully recover principal in the event of default, given the
significant amount of secured debt that will exist in the capital
structure," said Standard & Poor's credit analyst Michael Scerbo.


BUDGET GROUP: Administrative Claims Bar Date is June 7, 2004
------------------------------------------------------------
Counsel for the Plan Administrator, William Bowden, Esq., at
Ashby & Geddes, in Wilmington, Delaware, informs parties-in-
interest that the confirmed Second Amended Joint Chapter 11
Liquidating Plan of BRAC Group, Inc., and its Debtor Subsidiaries
became effective on May 3, 2004.

                 Administrative Claims Bar Date

Requests for payment of administrative costs and expenses
incurred prior to the Confirmation Date should be filed with the
Bankruptcy Court and served so as to be received no later than
June 7, 2004 at 4:00 p.m.

                    Rejection Claims Bar Date

Pursuant to the Plan and Confirmation Order, each prepetition
executory contract and unexpired lease will be rejected.  All
proofs of claim with respect to claims arising from the rejection
of any executory contract or unexpired lease must sent, so as to
be received on or before June 4, 2004 at 4:00 p.m., to:

          Clerk of the Bankruptcy Court
          District of Delaware
          824 Market Street, 3rd Floor
          Wilmington, Delaware 19801

The proof of claim should also be served on:

      (1) counsel to Reorganized BGI
          Brown Rudnick Berlack Israels, LLP
          One Financial Center
          Boston, Massachusetts, 02111
          Attn: Peter Antoszyk

      (2) counsel to Reorganized BRACII
          Richards, Layton & Finger, PA
          One Rodney Square
          P.O. Box 551
          Wilmington, Delaware 19899
          Attn: Mark Collins

                        Professional Fees

All professionals or other persons requesting compensation or
reimbursement pursuant to Sections 327, 328, 330, 331, 503(b) and
1103 of the Bankruptcy Code for services rendered on or prior to
the Effective Date should file an application for final allowance
of the compensation and reimbursement with:

          United States Bankruptcy Court
          District of Delaware
          824 Market Street, 3rd Floor
          Wilmington, Delaware 19801

The application should also be served on:

      (1) counsel to Reorganized BGI, and
      (2) counsel to Reorganized BRACII

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.

On April 20, 2004, Judge Case confirmed the Debtors' Joint
Liquidation Plan, as modified, in accordance with Sections 1129(a)
and (b) of the Bankruptcy Code.  (Budget Group Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


C-GATE CONSTRUCTION: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: C-Gate Construction, Inc.
        17300 North Dallas Parkway, Suite 2040
        Dallas, Texas 75248

Bankruptcy Case No.: 04-42126

Chapter 11 Petition Date: May 3, 2004

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: T. Craig Sheils, Esq.
                  Sheils Winnubst Sanford & Bethune
                  1100 Atrium II
                  1701 North Collins Boulevard
                  Richardson, TX 75080
                  Tel: 972-644-8181
                  Fax: 972-644-8180

Total Assets: $4,676,962

Total Debts:  $3,086,434

Debtor's 4 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Integrated Performance                      $35,000

J.T. Walker                                 $12,000

Arthur Greenstein                            $5,000

Brusniac McCarl & Blackwell, P.C.            $2,500


COVAD COMMS: Net Capital Deficit Doubles to $10M at March 31, 2004  
------------------------------------------------------------------
Covad Communications Group, Inc. (OTCBB:COVD), a leading national
broadband service provider of high-speed Internet and network
access, reported revenue for the first quarter of 2004 of
$108.5 million, a 19 percent increase over the $90.9 million
reported in the first quarter of 2003, and an increase of $3.4
million, or 3.3 percent, from the fourth quarter 2003.

The company reported net loss for the first quarter of 2004 of
$13.5 million, or $0.06 per share, as compared to a net loss of
$34.7 million, or $0.16 per share in the first quarter of 2003,
and a net loss of $16.9 million, or $0.07 per share for the fourth
quarter of 2003. Loss from operations for the first quarter of
2004 was $12.9 million, compared to $21.9 million in the fourth
quarter of 2003 and $34.3 million for the first quarter of 2003.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the first quarter of 2004 were $6.3 million as
compared to a loss of $15.7 million in the first quarter of 2003
and a loss of $2.2 million from the fourth quarter of 2003. Refer
to the Selected Financial Data, including note 2, for a
reconciliation of this non-GAAP financial performance measure to
the most comparable GAAP measure and other information.

Digital subscriber lines increased 24 percent year-over-year, from
417,000 in the first quarter of 2003 to 516,000 in the first
quarter of 2004, and decreased by 1,200 from the fourth quarter
2003.

"We are pleased with our financial performance in the first
quarter of 2004," said Charles Hoffman, president and chief
executive officer of Covad. "Our strategy has always been to grow
profitability and we continue to execute against it. Shifting
partner sales strategies resulted in a line count that did not
meet our expectations. However, we are taking steps with our
partners to make improvements in this area and to diversify our
revenue."

"This transition is made possible by our planned acquisition of
Voice over IP provider GoBeam," Hoffman added. "Adding GoBeam and
completing our $125 million financing made the first quarter of
2004 one of the most significant in Covad's history. These actions
allowed us to secure the future of Covad as an integrated voice
and data company that can truly compete for voice customers and
offer a diversified product portfolio of broadband communications
services to our customers and partners."

The company's wholesale subscribers contributed $79.1 million of
revenue, or 73 percent, while direct subscribers contributed $29.4
million of revenue, or 27 percent. On March 31, 2004, Covad had
approximately 445,000 wholesale and 71,000 direct lines in
service, as compared to 362,000 wholesale and 55,000 direct lines
in service reported in the first quarter of 2003 and 445,000
wholesale and 72,000 direct lines in service at the end of 2003.

For the first quarter of 2004, broadband subscription billings
increased 26 percent to $89.3 million from $70.9 million reported
in the first quarter of 2003, and increased three percent from
$86.5 million reported in the fourth quarter of 2003. Management
uses broadband subscription billings to evaluate the performance
of its business and believes broadband subscription billings are a
useful measure for investors as they represent a key indicator of
the growth of the company's core business. Refer to the Selected
Financial Data, including Note 3, for additional information,
including a reconciliation of this non-GAAP financial performance
measure to the most comparable GAAP measure.

For the first quarter of 2004, gross margin was $40.2 million or
37 percent of revenue, as compared to 24 percent of revenue in the
year-ago quarter, and 30 percent of revenue for the fourth quarter
of 2003. Sales, marketing, general and administrative (SG&A)
expenses were $33.3 million for the first quarter of 2004, as
compared to $37.1 million in the year-ago quarter and $33.8
million for the fourth quarter of 2003.

As of March 31, 2004, cash, cash equivalent and short-term
investment balances, including restricted cash and investments,
were $169.6 million compared to $117.2 million as of December 31,
2003. First quarter cash flow included approximately $14.4 million
of capital expenditures. Covad's net cash usage for the first
quarter also reflects the proceeds from the Convertible Senior
Debentures offering of $120.2M and a payment of $56.6M to pay off
a loan, including accrued interest, which SBC previously made to
Covad.

Mark Richman, chief financial officer of Covad, said: "The
improved financial results over the past year provided Covad the
opportunity to raise capital and pay off higher-cost debt in the
first quarter of 2004. Covad is now financially positioned to
aggressively pursue new marketing and product opportunities, such
as the deployment of the GoBeam VoIP product to Covad's 100
markets."

As of March 31, 2004, Covad Communications Group, Inc., reports a
stockholders' deficit of $10,102,000 compared to a $5,553,000
deficit at December 31, 2003.

                        Restatement

During the review of the first quarter financial statements Covad
determined that certain employee stock options granted under the
2003 Employee Stock Purchase Plan were subject to variable
accounting and that the consolidated financial statements for the
year ended December 31, 2003 must be restated to account for this
compensation. The restatement involves a non-cash charge, which
reflects the stock-based compensation expense for those options
that were granted in 2003 that are subject to variable accounting.

The restatement had the following effects on the consolidated
financial statements for the year ended December 31, 2003:

-- Net loss, as restated, was $112.3 million, in comparison with
   the $99.9 million that was originally reported.

-- Loss from operations, as restated, was $114.6 million, in
   comparison with the $102.2 that was originally reported.

-- Net loss per share, as restated, was $0.50, in comparison with
   the $0.44 that was originally reported.

                  Operating Statistics

-- At the end of the first quarter, Covad had approximately
   295,000 consumer and 221,000 business lines in service,
   representing approximately 57 percent and 43 percent of total
   lines respectively.

-- Weighted Average Revenue per User (ARPU) was approximately $58
   during the first quarter of 2004, an increase from $57 in the
   fourth quarter of 2003. The increase in ARPU is due to the
   progress in providing services to the small business market.

-- Net customer disconnections, or churn, averaged approximately
   4.1 percent in the first quarter of 2004, an increase from 3.9
   percent in the fourth quarter of 2003. Disconnections from our
   consumer stand-alone data products continued to put upward
   pressure on the churn rates in the first quarter of 2004.

                     Business Outlook

Covad currently expects revenue for the second quarter of 2004 to
be in the range of $104-108 million with subscriber line growth of
up to 10,000 lines. Broadband subscription billings for the second
quarter of 2004 are expected to be in the range of $87-90 million.
For the second quarter of 2004, Covad expects its net loss to be
in the range of $10-14 million, and EBITDA profit to be in the
range of $5-8 million. Net change in cash, cash equivalents and
short-term investments, including restricted cash and investments,
in the second quarter of 2004 is expected to be in the range of
negative $3 million to positive $2 million. The outlook above does
not reflect the impact on expected revenue, net loss, EBITDA or
usage of cash, cash equivalents and short term investments
resulting from the company's proposed GoBeam acquisition, which
has not been completed.

               Recent Business Highlights

-- Signed an agreement and plan of merger to acquire GoBeam, Inc.,
   a privately owned provider of Voice over Internet Protocol
   (VoIP) services. The acquisition is expected to close in June.

-- Completed an offering of $125 million in convertible senior
   debentures.

-- Announced the completion of a three-year commercial line
   sharing agreement with Qwest Communications International. The
   agreement enables Covad to continue to offer high-speed digital    
   subscriber line (DSL) services to thousands of small and medium
   businesses and home users in the seven states within the Qwest
   region where Covad offers service. This marks the first time a
   competitive communications carrier and a regional Bell
   operating company have negotiated commercial terms for access
   to line sharing since the Federal Communications Commission's
   (FCC) Triennial Review decision.

-- Launched Covad's DSL service in AT&T's voice communication
   bundle for residential users in six additional states, bringing
   the total deployment to 26 states.

-- Launched Covad DSL broadband connectivity as part of ACN's
   Advantage calling plan for consumers.

-- Announced a new agreement to offer the next generation of
   broadband connectivity options to AOL for Broadband members.
   Covad's Broadband Connect product is a new class of high-speed
   DSL connection without any accompanying content or
   applications.

                 About Covad Communications

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


COVANTA TAMPA: Financial Projections Underpinning Recovery Plan
---------------------------------------------------------------
Debtors Covanta Tampa Construction, Inc., and Covanta Tampa Bay,
Inc., filed with the Court financial projections for the period
from August 1, 2004 through December 31, 2004 to demonstrate the
feasibility of their recovery plan.  The Projections indicate
that the Covanta Tampa Debtors will have sufficient cash flow and
liquidity to service their debt obligations, and fund their
operations.  Therefore, the Covanta Tampa Debtors believe that
the Covanta Tampa Reorganization Plan satisfies the feasibility
requirement of Section 1129(a)(11) of the Bankruptcy Code.  The
Covanta Tampa Debtors, however, cautions that no representations
can be made as to the accuracy of the Projections or their
ability to achieve the projected results.

The Covanta Tampa Debtors anticipate that the Effective Date of
the Covanta Tampa Plan will be July 31, 2004.  Under the Covanta
Tampa Plan, the TBW Settlement Agreement will be consummated
pursuant to which the Covanta Tampa Debtors will receive a cash
payment from Tampa Bay Water of up to $4,950,000.  Of this
amount, up to $550,000 will be, or will have been, used to pay
subcontractors with claims against the desalination-to-drinking
water facility in Florida, and the balance will be used to fund
post-Effective Date operations and payments under the Covanta
Tampa Plan.

The Projections assume that the Covanta Tampa Debtors will
operate the Facility on behalf of Tampa Bay Water until
approximately October 31, 2004, after which time the Covanta
Tampa Debtors will turn over the operation of the Facility to
Tampa Bay Water, pay any remaining operating expenses, and make
final distributions under the Covanta Tampa Plan.  The
Projections assume that the Covanta Tampa Debtors will be
reimbursed for 100% of all actual costs incurred in the operation
of the Facility, plus $75,000 per month for indirect costs,
corporate overhead and profit.  It is possible that the Covanta
Tampa Debtors will continue to operate the Facility or have other
business operations beyond October 31, 2004.

Total Receipts for August 2004 consist of the payment of up to
$4,950,000 due from Tampa Bay Water pursuant to the TBW
Settlement Agreement, plus $390,000 for Tampa Bay Water's July
2004 payment for operations, plus $380,000 for Tampa Bay Water's
August 2004 payment for operations, less up to $550,000 payable
to subcontractors with claims against the Facility.

Since the Covanta Tampa Debtors do not have any employees,
amounts for wages and benefits are payable by the Covanta Tampa
Debtors to Covanta Projects, Inc., for employment support
services pursuant to the Court-approved Support Services and Cost
Reimbursement Agreements.  On the other hand, amounts for
corporate overhead are payable by the Covanta Tampa Debtors to
Covanta Energy Corporation for corporate support services
pursuant to the Court-approved Support Services and Cost
Reimbursement Agreements.

The Covanta Tampa Debtors anticipate that there would be
sufficient cash available to pay all Allowed Unsecured
Claims as of the Initial Distribution Date, which will be the
Effective Date of the Plan.  To the extent that there is
insufficient cash to pay Allowed Unsecured Claims in full on the
Initial Distribution Date, the balance of the Claims will be paid
on the Final Distribution Date or December 31, 2004.

The Covanta Tampa Debtors anticipate that no distribution will be
made on account of Allowed Intercompany Claims until the Final
Distribution Date or December 31, 2004.

Holders of Allowed Third Party Claims will not receive
distributions of cash under the Covanta Tampa Plan, but rather
the Claims will be satisfied in full pursuant to the Judgment
Reduction Protection provisions of the Covanta Tampa Plan.

If and to the extent that the Covanta Tampa Debtors suffer a cash
deficiency, Covanta Energy may advance funds to the Covanta Tampa
Debtors to cover any deficiency.  The advances will be repaid on
or before the Final Distribution Date.

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


CROWN CASTLE: S&P Affirms Ratings & Revises Outlook to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston,
Texas-based wireless tower operator Crown Castle International
Corp. to positive from stable. Ratings on the company, including
the 'B-' corporate credit rating, were affirmed. Total debt was
about $3.2 billion at March 31, 2004 ($4.2 billion after adjusting
for operating leases).

"The outlook revision is due to Crown Castle's improved EBITDA
growth and free cash flow prospects given that tower-related
spending by wireless carriers is expected to be robust in the next
few years," said Standard & Poor's credit analyst Michael Tsao.
Wireless carriers are expected to continue making sizable
investments in their networks due to two factors. First, there is
still significant room for growth in the wireless sector. This is
particularly true in Crown Castle's largest market, the U.S.,
where national wireless penetration was only around 55% at the end
of first-quarter 2004. Other drivers of growth include still
increasing minutes of use and new applications. Second, with
network quality having become ever more important, especially with
the advent of number portability, carriers are under pressure to
further strengthen their networks. These factors should enable
Crown Castle to achieve annual revenue growth exceeding 6% in the
next three to five years by way of good organic growth from
additional lease-up activities on existing towers and another
layer of growth from new towers.

Given the strong operating leverage inherent in the tower leasing
business, Crown Castle is expected to expand its EBITDA margin to
the 60% area in the next three to five years, from about 47% in
first-quarter 2004, and grow its free cash flow to a level notably
above the approximately $140 million achieved in 2003. While
financial parameters should materially improve, ratings
nevertheless remain dominated by significant financial risk
associated with the company's aggressive debt leverage.

Crown Castle is among the largest wireless tower operators in the
industry, with about 13,000 sites mostly in the U.S. and U.K.
Through Crown Atlantic Joint Venture (Crown Atlantic), a joint
venture between Crown Castle (62.8% stake) and Verizon
Communications Inc. (37.2% stake), the company operates
approximately another 2,000 towers. Crown Castle predominantly
derives its revenues from the tower leasing business and the
remainder from network services. The tower industry enjoys
significant competitive barriers (e.g., real estate zoning, high
customer switching costs, and long-term leasing contracts with
provisions for annual rent escalation), strong operating leverage
(given that towers have mostly fixed costs), and little risk of
technology substitution.


DESA HOLDINGS: Court Sets May 27 Administrative Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
May 27, 2004 at 4:00 p.m. as the last day to file proofs of claim
which constitutes an Administrative Claim against Desa Holdings
and its debtor-affiliates, that arose on or after June 8, 2002
through and including May 27, 2004.

Administrative Claims are exempted from the Bar Date if the claims
are:

        (i) from retained professionals;

       (ii) expenses of members of the Official Committee of
            Unsecured Creditors;

      (iii) fees payable and unpaid under 28. U.S.C.; and

       (iv) already filed and allowed by the Court   

Proofs of Claim must be served to:

If by US Mail:                         If by Hand or Courier:
Bankruptcy Management Corp.            Bankruptcy Management Corp.
Attn: DESA Claims Agent                Attn: DESA Claims Agent          
P.O. Box 926                           P.O. Box 926
El Segundo                             1330 East Franklin Avenue
CA 90245-0926                          El Segundo
                                       CA 90245

DESA International, Inc. manufactures and markets high-quality
zone heating products, hearth products, security lighting and
specialty tools for use in homes and commercial buildings. The
Company filed for chapter 11 protection (Bankr. Del. Case No.: 02-
11672) on June 8, 2002. The debtor's counsel is Laura Davis Jones,
Esq. of Pachulski, Stang, Ziehl Young & Jones


DEX MEDIA: S&P Affirms Low-B Ratings & Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlooks on Dex
Media Inc. and its subsidiaries Dex Media East LLC and Dex Media
West LLC to stable from negative.

In addition, Standard & Poor's affirmed its outstanding ratings on
the three entities, including their 'BB-' corporate credit
ratings. Through its operating subsidiaries Dex East and Dex West,
the Denver, Colorado-headquartered Dex Media is the nation's
fourth largest telephone directory publisher. Pro forma for the
IPO, the company would have had about $5.8 billion of consolidated
debt outstanding at March 2004.

"The outlook revisions reflect the planned debt reduction as a
result of a proposed $1.5 billion IPO of Dex Media's common stock,
offered both on a primary basis by the company and on a secondary
basis by selling stockholders," said Standard & Poor's credit
analyst Donald Wong. Net primary proceeds will be used to repay
nearly $460 million of debt, consisting of portions of Dex East's
12.125% senior subordinated notes due 2012 ($183.6 million
principal amount) and Dex West's 9.875% senior subordinated notes
due 2013 ($273 million). In addition, Dex Media plans to redeem
all of its outstanding 5% series A preferred stock
($125.7 million). Pro forma consolidated debt to EBITDA improves
to the mid-6x area from the high-6x area.

Despite the planned IPO, Dex Media's consolidated financial
profile is not indicative of the 'BB-' corporate credit rating.
However, it is expected to get there in the intermediate term.
Aided by EBITDA margins in the mid- to high-50% range and low
capital spending needs, the company should continue to produce
significant levels of free operating cash flow. Following the IPO,
the company is planning to institute a quarterly common dividend,
the amount of which has not yet been determined. Nevertheless,
Standard & Poor's expects Dex Media will still have meaningful
discretionary cash flow that will be used for debt reduction at
the operating companies in the foreseeable future.


DIGITAL LIGHTWAVE: Balance Sheet Insolvent by $23.6MM at March 31
-----------------------------------------------------------------
Digital Lightwave, Inc. (Nasdaq:DIGL), a pioneering leader in the
field of lightwave management, reported its first quarter results
for the three-month period ending March 31, 2004.

Net sales for the first quarter of 2004 were $4.4 million compared
to $1.6 million for the first quarter of 2003, an increase of
172%. Gross profit for the first quarter of 2004 was $2.1 million
and gross profit percentage was approximately 49% compared to $.3
million and approximately 21% over the same period in 2003.
Operating expenses for the first quarter of 2004 were $4.2 million
compared to $12.9 million for the first quarter of 2003. The
Company's net loss for the first quarter of 2004 was $2.5 million
or ($0.08) per diluted share, compared with a net loss of $13.2
million or ($0.42) per diluted share for the first quarter of
2003.

"We are pleased to report our first quarter 2004 sales are in line
with our projections. Our increase in sales for the first quarter
of 2004 as compared to the first quarter of 2003 has been a result
of the economic changes in the telecommunications industry, new
customers and an increase in purchasing activity from our existing
customers. I am also pleased with the results of our restructuring
efforts and management is now in a position to shift its focus to
the Company's strategic plan and its return to profitability,"
said Jim Green, President and CEO.

At March 31, 2004, Digital Lightwave's balance sheet shows a
stockholders' deficit of $23,557,000 compared to a deficit of
$21,140,000 at December 31, 2003.

                  About Digital Lightwave, Inc.

Digital Lightwave, Inc. provides the global communications
networking industry with products, technology and services that
enable the efficient development, deployment and management of
high-performance networks. Digital Lightwave's customers --
companies that deploy networks, develop networking equipment, and
manage networks -- rely on its offerings to optimize network
performance and ensure service reliability.


DOANE PET CARE: Records First Quarter Net Loss of $7.8 Million
--------------------------------------------------------------
Doane Pet Care Company reported results for its first quarter
ended April 3, 2004.

                   Quarterly Results

For the first quarter of fiscal 2004, the Company's net sales
increased 4.2% to $270.9 million from $259.9 million in the first
quarter of fiscal 2003. Excluding the impact of foreign currency
exchange fluctuations in the first quarter of 2004, the Company's
net sales increased by 0.3%. The favorable impact of the Company's
first quarter domestic price increase, as well as solid European
volume growth, was largely offset by lower domestic sales volume,
including reduced shipments related to the closure of the Mexican
border to pet food products exported from the United States.

The Company reported a net loss of $7.8 million for its 2004 first
quarter compared to a net loss of $7.9 million for the 2003 first
quarter. The benefit of the first quarter price increase was
offset by substantially higher year- over-year global commodity
costs and lower domestic sales volume. The current quarter net
loss also reflected an increase of $4.0 million in net interest
expense, principally due to the reclassification of the Company's
mandatorily redeemable preferred stock as long-term debt in
accordance with the Company's adoption of SFAS 150 in the first
quarter of 2004.

Net cash used in operating activities was $2.1 million for the
2004 first quarter compared to net cash provided by operating
activities of $0.1 million for the 2003 first quarter.

Adjusted EBITDA was $23.8 million in the 2004 first quarter
compared to $25.8 million recorded in the 2003 first quarter.
Adjusted EBITDA performance was favorably impacted by the price
increase, as well as solid manufacturing efficiency, but was
offset by higher global commodity costs and lower domestic sales
volume.

The Company believes cash flows from operating activities is the
most directly comparable GAAP financial measure to the non-GAAP
Adjusted EBITDA liquidity measure typically reported in its
earnings releases.

Doug Cahill, the Company's President and CEO, said, "Top-line
performance reflected the first quarter price increase moderated
by lower domestic volume, partially a result of significantly
reduced shipments to Mexico. The Mexican trade border was closed
during most of the quarter as a result of the announcement of the
first domestic BSE case in the fourth quarter of last year. I am
particularly pleased with the sequential bottom-line performance
improvement from the 2003 fourth quarter due to the benefit of the
price increase, as well as excellent manufacturing performance.
Nevertheless, commodity costs continued to increase during the
quarter and, as a result, we have implemented additional price
increases in an effort to manage the resulting impact on the
bottom-line."

                          2004 Outlook

Cahill said, "The challenges for 2004 are the uncertainties
surrounding commodity costs and the impact on our volume as a
result of our price increases. Nonetheless, we will continue to
closely monitor commodity prices and will respond decisively to
any further escalation in prices. However, because of these
uncertainties, we remain cautious in our outlook for both top and
bottom-line performance."

                      About the Company

Doane Pet Care Company, based in Brentwood, Tennessee, is the
largest manufacturer of private label pet food and the second
largest manufacturer of dry pet food overall in the United States.
The Company sells to approximately 600 customers around the world
and serves many of the top pet food retailers in the United
States, Europe and Japan. The Company offers its customers a full
range of pet food products for both dogs and cats, including dry,
semi- moist, wet, treats and dog biscuits. For more information
about the Company, including its SEC filings and past press
releases, please visit http://www.doanepetcare.com/

                           *   *   *

As reported in the Troubled Company Reporter's November 6, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
creditand senior secured debt ratings on pet food manufacturer
Doane Pet Care Co. to 'B-' from 'B'. Standard & Poor's also
lowered the senior unsecured and subordinated debt ratings on
Doane to 'CCC' from 'CCC+'. The outlook is negative.


DOMAN INDUSTRIES: Court Establishes May 25 as New Claims Bar Date
-----------------------------------------------------------------
On April 6, 2004, the Supreme Court of British Columbia ordered
Doman Industries and its debtor-affiliates to solicit additional
claims from all its creditors (other than those whose claims have
been or will be established pursuant to the Claims Process Order
of the Court dated February 21, 2003) to determine which creditors
are entitled to vote in the Plan of Arrangement filed by the
Debtors under the CCAA (Action Num L023489).

All parties not named in the Creditor's list and who did not
submit a proof of claim must submit a completed Proof of Claim on
or before May 25, 2004 at 5:00 p.m. (Vancouver time).

Claim forms and a copy of the Creditors List may be obtained by
sending a request to:

               KPMG Inc.
               P.O. Box 10426 Pacific Centre
               Vancouver, B.C. V7Y 1K3
               Fax No. (604) 488-3809
               Attention: Anthony Tillman

Questions regarding the claims process, a representative of the
Monitor can be contacted at (604) 646-6332.

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


DPL INC: Fitch Maintains Negative Watch on Low-B Ratings
--------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative status of the
long-term ratings of DPL Inc., and utility subsidiary The Dayton
Power and Light Company, following the announcement by the Board
of Directors of DPL that the President and Chief Executive
Officer, Stephen Koziar, Jr., has retired, effective immediately
and the Chairman of the Board, Peter Forster, and the interim
Chief Financial Officer, Caroline E. Muhlencamp, have resigned,
also effective immediately. The Board of Directors of DPL
announced that it has elected current directors Robert Biggs as
non-executive Chairman and W August Hillenbrand as non executive
Vice-Chairman, and appointed DPL Energy President, James V.
Mahoney, as Chief Executive Officer; and current Treasurer, Pamela
Holdren, as Interim Chief Financial Officer.

The Rating Watch Negative reflects Fitch's concerns over
constraints on liquidity that could occur if capital calls were
made on DPL's private equity investment portfolio or there are
other unforeseen capital needs, concerns over corporate
governance, and, to a lesser extent, technical defaults that may
result from the company's failure to file financial statements
prior to the expiry of grace periods. DPL and DP&L have not filed
an annual report on Form 10-K for the year ending December 31,
2003 or Form 10-Q for the quarter ending March 31, 2003 which
prevents issuance of any public securities. In addition, as
disclosed in a Form 8-K filed on March 25, 2004, the $175 million
private placement notes issued by DPL on March 25, 2004 contain
covenants including; limitations on the incurrence of additional
debt by DPL or any subsidiary excluding DP&L, and limitations on
the incurrence of liens, which limit DPL's capacity to raise
additional debt.

The delay in filing financial statements could result in events of
defaults and accelerations of various securities if any
declarations of defaults are made by the holders or trustees.
However, to date, no such declarations have been made. Favorably,
DPL has announced that its Audit Committee has completed its
review of the previously disclosed matters raised by a company
employee and the company expects to become current on financial
reporting 'shortly'. Filing of current financial reports remains
subject to DPL's outside auditor's sign-off of 2003 and first
quarter 2004 financial statements. The Company will immediately
begin the process of strengthening its disclosures, communication,
access to information, internal control and the culture of the
company in certain areas.

Ratings on Rating Watch Negative by Fitch are as follows:

         DPL Inc.

               --Senior unsecured debt 'BB';
               --Trust preferred stock 'B+';
               --Short-term 'B'.

         Dayton Power & Light

               --First mortgage bonds 'BBB';
               --Collateralized PCRBs 'BBB';
               --Preferred stock 'BB+';
               --Short-term 'B' .


DT INDUSTRIES: Nasdaq to Delist Shares on May 24
------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), an engineering-driven
designer, manufacturer and integrator of automation systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products, announced that The Nasdaq Stock
Market, Inc. has issued a notice to the Company that its common
stock will be delisted from the NASDAQ National Market on May 24,
2004. NASDAQ's determination was based on the Company's previously
announced Chapter 11 bankruptcy petition, its failure to comply
with continuing listing requirements and related matters. The
Company does not intend to appeal this determination.

Headquartered in Dayton, Ohio, DT Industries, Inc. --
http://www.dtindustries.com/-- is an engineering-driven designer,  
manufacturer and integrator of automated systems and related
equipment used to manufacture, assemble, test or package
industrial and consumer products. The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D. Ohio Lead
Case No. 04-34091) on May 12, 2004. Ronald S. Pretekin, Esq., at
Coolidge Wall Womsley & Lombard, represents the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $150,593,000 in assets and
$142,913,000 in liabilities.


ENERSYS: Files Registration Statement for Initial Public Offering
-----------------------------------------------------------------
EnerSys announced that it has filed a Registration Statement with
the Securities and Exchange Commission for a proposed initial
public offering of shares of its common stock.  The Company
will receive all of the proceeds of the offering.

The joint bookrunning lead managers will be Morgan Stanley &
Company Incorporated and Lehman Brothers Inc.  Banc of America
Securities LLC will be co-lead manager.  The number of shares to
be offered on behalf of the Company and the price range for the
offering have not yet been determined.

When available, a preliminary prospectus relating to these
securities may be obtained from Morgan Stanley, Lehman Brothers or
Banc of America Securities at the addresses set forth below.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy these securities be accepted prior to the time the
registration statement becomes effective.  This release shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any
state in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws
of any such state.

EnerSys' products include reserve power batteries which are used
to provide backup power for the continuous operation of critical
systems, such as telecommunications and computer systems,
including process control and database systems; and motive power
batteries which are used to power mobile manufacturing,
warehousing and other ground handling equipment, primarily
electric industrial forklift trucks.

                        *   *   *

As reported in the Troubled Company Reporter's February 26, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
corporate credit ratings to EnerSys Holdings Inc. and EnerSys
Capital Inc., a unit of EnerSys Holdings. At the same time,
Standard & Poor's assigned its 'BB-' senior secured bank loan
rating and its recovery rating of '4' to EnerSys Capital's
proposed $460 million senior secured first-lien credit facility,
consisting of a $100 million revolving credit facility due 2009
and a $360 million term loan due 2011. The '4' recovery rating
indicates the expectation of a marginal recovery (25% to 50%) of
principal under a bankruptcy scenario.

At the same time, Standard & Poor's assigned its 'B' senior
secured bank loan rating and a recovery rating of '5' to EnerSys
Capital's proposed $120 million senior secured second-lien loan
due 2012. The '5' recovery rating indicates the expectation of a
negligible recovery (25% or less) of principal. The bulk of the
proceeds from the debt offering will be used to fund a $250
million distribution to shareholders.

The outlook on the Reading, Pennsylvania-based industrial battery
manufacturer is stable.

"EnerSys should continue to generate positive cash flow and
improved credit protection measures over time. Upside ratings
potential is limited by the company's high debt leverage, rising
raw material cost exposure, and, longer term, a more aggressive
financial policy with respect to shareholder distributions," said
Standard & Poor's credit analyst Linli Chee.


ENRON: Caribe Wants Court Nod To Distribute And Use Sale Proceeds
-----------------------------------------------------------------
Caribe Verde (SJG), Inc., formerly known as San Juan Gas Company,
and a debtor-affiliate of Enron Corporation, asks the Court to
approve the final use and distribution of proceeds for the sale of
certain assets to SJG Acquisition Corporation.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that on January 30, 2004, Caribe received
approximately $2,522,369 as the net proceeds at the closing of
the Sale.  According to Mr. Sosland, Caribe has about $55,000 in
unrestricted cash.  This amount is insufficient to satisfy
estimated postpetition payables and pay other anticipated
expenses, which is around $854,000, without using a portion of
the net sales proceeds:

                          Sale of Assets
                    Cash Flow through Wind Down

   Proceeds                                             Amount
   --------                                             ------
   Purchase Price                                   $4,650,000
   Environmental Escrow Account                     (2,000,000)
   Less: Purchase Price Adjustments
     Manhole Covers                                   (100,800)
     Property Tax                                      (20,729)
     Deed of Purchase and Sale                          (3,602)
     Environmental Escrow Fee                           (2,500)
                                                   -----------
         Received from Buyer             2,056,202
        Escrow Account Balance             466,334
                                       -----------

   Net Cash Proceeds from sale           2,522,536   2,522,369
                                       ----------- -----------
   Amounts Paid at Closing:
     Repayment of DIP Financing - principal           (495,000)
     Repayment of DIP Financing - interest              (6,997)
                                                   -----------
   Total expenditures required at closing             (501,997)
                                                   -----------
   Interest earned on Restricted Cash                    1,451

   Total San Juan Gas Restricted Cash                2,021,823

   Unrestricted Cash at San Juan Gas                     1,800
                                                   -----------
   Total Cash Available                              2,023,623

   Estimated Cash Refunds                               97,000

   Estimated Expenditures Remaining:
     Pension Plan funding                             (367,000)
     Protane                                          (212,000)
     Legal fees                                       (100,000)
     Statutory Audit                                   (30,000)
     Wind down expenditures                            (20,000)
     Postpetition Payables                             (80,000)
                                                   -----------
   Total Expenditures required after closing          (809,000)
                                                   -----------
   CASH AVAILABLE TO CREDITORS (estimated)          $1,311,623
                                                   ===========

In consultation with its advisors, Caribe had determined that the
distribution and use of the Sale Proceeds is a just and
reasonable distribution of the proceeds. (Enron Bankruptcy News,
Issue No. 107; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ERN LLC: Look for Schedules & Statements by May 24, 2004
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, gave ERN, LLC an extension to file its schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtor has until May 24, 2004 to file
their Schedules of Assets and Liabilities and Statement of
Financial Affairs.

Headquartered in Baltimore, Maryland, ERN, LLC
-- http://www.ern-llc.com/-- provides point of sale check  
guaranty and credit card servicing to merchants.  The Company
filed for chapter 11 protection on April 28, 2004 (Bankr. Md. Case
No. 04-20521).  Carrie Weinfeld, Esq., James A. Vidmar, Jr., Esq.,
and Rebecca S. Beste, Esq., at Linowes and Blocher, LLP represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,159,361 in total
assets and $12,878,478 in total debts.


FANSTEEL: Reorganized Company's March 31 Equity Pegged at $965K
---------------------------------------------------------------
Fansteel Inc. (Pinksheets: FELI) announced net sales of
$15,526,000 for the quarter ended March 31, 2004 with $12,263,000
attributable to the Company after emergence from Chapter 11
bankruptcy and $3,263,000 attributable to the Company pre-
emergence. Net sales for the predecessor Company for the quarter
ended March 31, 2003 were $15,021,000. The 3.4% sales increase for
2004 compared with 2003 related primarily to improved sales to
aerospace customers partially offset by reduced sales to its
largest lawn and garden customer.

Net income of $58,472,000 was reported for the first quarter 2004
with net income of $640,000 for the successor Company and a net
income of $57,831,000 for the predecessor Company. The net loss
for the first quarter 2003 was $2,006,000. The 2004 results for
the successor Company included losses from discontinued operations
of $561,000 while the result for the predecessor Company in 2004
included bankruptcy reorganization costs of $340,000 and a gain
from discharge of debt of $15,576,000 and Fresh-start accounting
adjustments of $42,927,000. The 2003 results included bankruptcy
reorganization costs of $1,155,000 and losses from discontinued
operations of $439,000.

Income from continuing operations before reorganization costs,
gains from debt discharge, and fresh start accounting adjustments
for the first quarter 2004 was $871,000 with income of $1,202,000
for the successor Company and a loss of $331,000 for the
predecessor Company. For the first quarter 2003, loss from
continuing operations was $412,000. The improved income
performance is primarily the result of higher sales and cost
reductions.

At March 31, 2004, Fansteel Inc.'s balance sheet shows a recovery
of stockholders' equity at $964,729. As of December 31, 2003, the
company reported a stockholders' equity deficit of $57,508,542.

The Company's amended joint reorganization plan became effective
on January 23, 2004, at which time Fansteel emerged from its
Chapter 11 bankruptcy.

Fansteel is a manufacturer of aerospace castings and engineered
metal components used in a variety of markets including
automotive, energy, military and commercial aerospace,
agricultural and construction machinery, lawn and garden
equipment, marine, and plumbing and electrical hardware
industries.


FEDERAL-MOGUL: Creditors Wants Rothschild To Produce Documents
--------------------------------------------------------------
Eric M. Sutty, Esq., at The Bayard Firm, in Wilmington, Delaware,
reports that despite the filing of the Federal-Mogul Debtors' Plan
of Reorganization, its Board of Directors, misguided and acting
through Rothschild, Inc., secretly explored deals with third
parties to undermine the Joint Plan and, instead, sponsor an
alternative plan of reorganization.  This covert scheme not only
undermined the Joint Plan, but also delayed the bankruptcy
proceeding and caused the Debtors to incur enormous additional
expenses.

The Official Committee of Unsecured Creditors only discovered the
scheme when the Debtors filed a request based on Citigroup
Venture Capital Equity Partners, L.P.'s offer to provide equity
capital to the reorganized Debtors.  The proposal promised a
radically different allocation of equity than under the Joint
Plan, effectively wiping out bondholders and destroying the
compromises contained in the Joint Plan.  In the face of
unanimous outrage and opposition by the Creditor Representatives,
the Court summarily denied the Citigroup Venture Motion within
days of its service and filing.  Shortly thereafter, the Debtors
terminated Rothschild's engagement.

Mr. Sutty tells Judge Lyons that the Creditors Committee
transmitted informal requests for depositions and documents on
Rothschild, Citigroup Venture and the Board.  Rothschild refuses
to produce deponents and documents without a subpoena.

By this motion, the Creditors Committee seeks the Court's
authority to issue subpoenas to Rothschild to compel attendance
for depositions and production of certain documents.  

The request will facilitate the Creditors Committee's
investigation into Rothschild's activities in the Spring and
Summer of 2003, its involvement with the Citigroup Venture
Motion, and its apparent attempt to disrupt an alliance formed as
a result of long and difficult negotiations between the various
Creditor Representatives.  

The information the Creditors Committee seeks will likely reside
on Rothschild's computer systems and removable electronic media
including e-mail and other electronic communications, word
processing documents, spreadsheets, databases, calendars, contact
manager information and network access information.

Accordingly, the Creditors Committee seeks:

   (a) the production of all documents:

       (1) in written or electronic form, pertaining to these
           subjects:

           -- Use of computer systems and networks, including
              policies referring or relating to use of laptops,
              desktops, e-mail, instant messenger, file storage
              and naming conventions, document management systems
              and databases;

           -- Data storage and archival, including system
              backups, and data and disaster recovery;

           -- Data retention and destruction, including any
              policies referring to or referencing any automatic
              purge of e-mails or electronic documents;

           -- Use of PDAs, smart phones, 2-way pagers,
              blackberries, and installation and use of home
              computers, virtual firewalls or other technologies
              employed to enable remote access or telecommuting;
              and

           -- Any and all policies related to the use of computer
              systems and networks, and PDAs.

       (2) reflecting, depicting, or describing system
           architecture or topology, including any system or
           network footprint created by Rothschild or by any
           third parties on its behalf and all policies related
           thereto;

   (b) to examine the Rothschild professionals most knowledgeable
       about the location of these materials to determine where
       relevant information can be found, so it can be requested
       with the appropriate specificity; and

   (c) to issue narrowly tailored follow-up subpoenas to compel
       the production of the relevant information using the
       information found in the examinations.

Mr. Sutty explains that the Creditors Committee's investigation
focuses on the proper administration of the Debtors' estate.  On
the other hand, the anticipated Follow-up Subpoenas will seek
information and communications to make a determination as to the
propriety of Rothschild's conduct, and to prove that Rothschild
breached its fiduciary duties.

Subject to the result of the investigation, the Committee intends
to object to Rothschild's fees in whole or in part, or commence
an action against Rothschild seeking recovery of damages to the
Debtors' estates.

                        Rothschild Objects

Much of the information sought by the Creditors Committee relates
to proprietary software and systems, Bradford J. Sandler, Esq.,
at Adelman Lavine Gold and Levin, P.C, in Wilmington, Delaware,
says.  Rothschild considers that information highly confidential.  
Other information sought by the Creditors Committee relates to
technology products.  Since Rothschild licenses these products
from software and other vendors, Mr. Sandler notes, it may not be
at liberty to produce the information.  The scope of discovery
demand also raises serious security concerns for Rothschild.  
Rothschild fears that the production of the materials may
inadvertently compromise its systems or expose systems
vulnerabilities.  

In addition, the Creditors Committee indicated that the proposed
discovery was to investigate potential future objections to the
allowance of fees earned by Rothschild during its engagement in
the Debtors' cases.  However, the Creditors Committee did not
specify any particular documents or testimony that it desired on
any underlying substantive issues that might be of concern to the
Creditors Committee.  

By a letter dated March 26, 2004, Rothschild declined the
Creditors Committee's demand for informal discovery.  Rothschild
also indicated that it would take steps to preserve materials
relevant to the Creditors Committee's demand.  Rothschild asked
the Creditors Committee, the Debtors, High River Limited
Partnership and Carl Icahn to do the same.

Mr. Sandler contends that the proper way to obtain discovery is
not through Rule 2004 of the Federal Rules of Bankruptcy
Procedure, but through the actual filing of a specific objection
and through the use of mutual discovery devices pursuant to
Bankruptcy Rule 9014.

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


FIBERMARK: Balance Sheet Insolvency Tops $88MM at March 31, 2004
----------------------------------------------------------------
FiberMark, Inc., (OTC Bulletin Board: FMKIQ) reported a net loss
of $16.9 million, or $2.38 per share, for the first quarter ended
March 31, 2004, compared with a net loss of $5.4 million, or $.76
per share, for the same 2003 quarter. First- quarter results
included $12.0 million, or $1.70 per share, in restructuring
expenses, of which $2.0 million were cash expenditures, related to
the company's voluntary chapter 11 filing on March 30, 2004.

Net sales in the first quarter of 2004 were $112.4 million
compared with $105.3 million for the same quarter in 2003, an
increase of $7.1 million or 6.7%. Sales from German operations in
the first quarter of 2004 were $55.6 million compared with $48.3
million in the prior-year quarter, an increase of $7.3 million or
15.1%. Excluding the translation effects of a stronger euro, which
accounted for $8.1 million in sales for the first quarter compared
with the prior-year quarter, sales from German operations declined
by $0.8 million or 1.7%. First-quarter 2004 sales from North
American operations were in line with the prior-year quarter at
$56.9 million.

As of March 31, 2004, FiberMark's cash position was $14.0 million
worldwide, and revolving credit borrowings totaled $24.0 million.
The $85 million revolving credit facility with GE Commercial
Finance established in 2003 was replaced on April 1, 2004, with a
$30 million debtor-in-possession (DIP) facility covering the
FiberMark North American entities that filed for chapter 11
protection, plus a revised facility based on the earnings of our
German operations. These two facilities have borrowing bases that
are substantially similar to the former credit facility. The DIP
facility was approved by the Bankruptcy Court on April 27, 2004,
and is available as needed during the chapter 11 process to help
finance North American operations. The German facility had $24.0
million of outstanding borrowings at March 31, 2004. FiberMark's
pro-forma unused borrowing capacity as of the end of the first
quarter was $27.8 million.

"First-quarter 2004 sales improved overall versus the first-
quarter of 2003 largely due to foreign exchange translation
gains," said Alex Kwader, chairman and chief executive officer.
"On a euro basis, German operations sales were slightly below the
strong 2003 quarter, but delivered gains in automotive filter
media and nonwoven wallcovering base. Sales in North America were
essentially unchanged, stemming five-years of top-line declines
for North American operations, excluding acquisitions. While a
significant portion of the sales decline was related to business
divestitures, we are hopeful that the improving first- quarter
revenues reflect economic strengthening, improving markets for our
customers, market development projects and the bottoming of sales
losses in North America. Within North American operations, only
our technical specialties business experienced modest declines.

"A weaker product mix and pricing pressure in selected markets
also hurt earnings, accounting for approximately $3.5 million of
the earnings decline. Higher energy, and to a lesser degree,
higher pulp costs negatively impacted results by approximately
$0.4 million compared with the prior-year quarter," Kwader said.
"Pulp pricing is likely to have a greater negative effect going
forward, as we realize the full effect of significant escalations
in pulp pricing. On the positive side, lower product trial costs
and lower fixed overhead, net of initial inefficiencies in
transferring production, totaled $3.1 million. These gains are an
important continuation of operational improvements."

Commenting on cost savings initiatives first discussed last
August, Kwader said that FiberMark realized $4.0 million in cost
savings in 2003. In 2004 the company expects incremental savings
of $10 million, as it realizes full- year benefits from its 2003
initiatives. The company also expects further savings of $1-2
million from cost-saving steps to be taken this year. Kwader
expects these initiatives to generate aggregate savings of $15-16
million on an annualized basis by mid-year 2004. The company
continues to pursue cost reduction opportunities across all of its
operations.

In the first quarter of 2004, earnings before interest, taxes,
depreciation, amortization and restructuring (EBITDAR), excluding
2004 restructuring charges related to the company's March 30,
2004, chapter 11 filing, improved to $13.4 million compared with
$12.2 million in the prior- year quarter, largely reflecting fixed
cost reductions, operational productivity improvements and foreign
exchange benefits. FiberMark believes that non-GAAP financial
information assists investors and others by providing financial
information in a format that presents comparable financial trends
of ongoing business activities.

At March 31, 2004, FiberMark Inc. reported a stockholders' deficit
of $88,205,000 compared to a deficit of $68,852,000 at December
31, 2003.

                     About FiberMark

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for  
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.  
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D. J.
Baker, Esq., David M. Turetsky, Esq., Rosalie Walker Gray, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $329,600,000 in total
assets and $405,700,000 in total debts.


FIBERMARK: Asks to Pay Vendors' $2.9 Million Prepetition Claims
---------------------------------------------------------------
FiberMark, Inc., and its debtor-affiliates ask for authority from
the U.S. Bankruptcy Court for the District of Vermont to pay, in
the ordinary course of business, the prepetition fixed, liquidated
and undisputed claims of certain critical suppliers of materials,
goods and services with whom they continue to do business and
whose materials, goods and services are essential to their
operations.

The Debtors believe payment of the Critical Vendor Claims is
necessary to continue their operations, minimize disruption to the
supply of goods from the Debtors to their customers, preserve
enterprise value and emerge successfully from chapter 11. The
Debtors estimate that the maximum aggregate amount of Critical
Vendor Claims that they may need to pay is $2,900,000.

By this Motion, the Debtors do not seek authority to pay all
Critical Vendors' claims.  While the Debtors believe that they
must continue to receive the materials, goods and services
provided by all of the Critical Vendors in order to achieve a
successful reorganization, the Debtors recognize that in many
cases payment of a Critical Vendor's prepetition claims will not
be necessary to facilitate the continued delivery of such
materials, goods and services.

In some cases, however, the Debtors anticipate that, among other
things, Critical Vendors:

   (a) may refuse to deliver materials, goods and services
       without payment of their prepetition claims;

   (b) may refuse to deliver materials, goods and services on
       reasonable credit terms absent payment of prepetition
       claims, thereby effectively refusing to do business with
       the Debtors; or

   (c) may suffer significant financial hardship, such that the
       Debtors' non-payment of prepetition claims would destroy
       a Critical Vendor's business and, therefore, its ability
       to supply the Debtors with materials, goods and services.

It is in cases like these, where nonpayment would lead to the
interruption of the delivery of necessary materials, goods and
services -- that the Debtors seek to exercise their discretion to
pay Critical Vendor Claims.

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for  
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.  
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D. J.
Baker, Esq., David M. Turetsky, Esq., Rosalie Walker Gray, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $329,600,000 in total
assets and $405,700,000 in total debts.


FLINTKOTE COMPANY: Employs Pachulski Stang as Bankruptcy Counsel
----------------------------------------------------------------
The Flintkote Company asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Pachulski, Stang,
Ziehl, Young, Junes & Wientraub, PC as its counsel in its chapter
11 proceeding.

The principal attorneys and paralegals presently designated to
represent the Debtor and their current standard hourly rates are:

         Professionals        Billing Rate
         -------------        ------------
         Laura Davis Jones    $595 per hour
         David M. Bertenthal  $445 per hour
         James E. O'Neill     $415 per hour
         Sandra G. McLamb     $255 per hour
         Kathe Finlayson      $155 per hour
         Camille Ennis        $135 per hour

In its capacity as the Debtor's counsel, Pachulski Stang will:

   a. provide legal advice with respect to its powers and duties
      as debtor in possession in the continued management of its
      assets and properties;

   b. prepare and pursue confirmation of Debtor's plan(s) and
      approval of the Debtor's disclosure statement(s);

   c. prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Debtor;

   d. appear in Court and to protect the interests of the Debtor
      before the Court; and

   e. perform all other legal services for the Debtor which may
      be necessary and proper in this proceeding.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company filed for chapter 11
protection on April 30, 2004 (Bankr. Del. Case No. 04-11300).  
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.
McLamb, Esq., at Pachulski, Stang, Ziehl, Young & Jones represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed both estimated debts
and assets of more than $100 million.


FLOWSERVE CORPORATION: First Quarter 2004 10-Q Not Yet Ready
------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) said it is still preparing its Form 10-
Q for the first quarter of 2004 to file with the Securities and
Exchange Commission. This delay is due to the time necessary to
complete its amended 2002 Form 10-K/A and its 2003 Form 10-K,
which were filed on April 27, 2004.

The company expects to announce next week its financial results
for the first quarter of 2004 and estimates it will file its Form
10-Q for that period in mid-June.

Flowserve Corp. (S&P, BB- Corporate Credit Rating, Stable) is one
of the world's leading providers of fluid motion and control
products and services. Operating in 56 countries, the company
produces engineered and industrial pumps, seals and valves as well
as a range of related flow management services.


FURNAS COUNTY: U.S. Trustee to Meet with Creditors on June 4
------------------------------------------------------------
The United States Trustee will convene a meeting of Furnas County
Farms' creditors at 9:30 a.m., on June 4, 2004 in the U.S. Trustee
Meeting Room at Roman L. Hruska Courthouse, 111 South 18th Plaza,
Omaha, Nebraska 68102.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Columbus, Nebraska, Furnas County Farms is
engaged in owning, leasing, operating and managing swine
operations.  The Company, along with 4 of its debtor-affiliates
filed for chapter 11 protection on May 3, 2004 (Bankr. D. Nebr.
Case No. 04-81489).  James Overcash, Esq., and Joseph H. Badami,
Esq., at Woods & Aitken, LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed both estimated debts and assets of
over $50 million.


GADZOOKS INC: Fourth Quarter Net Loss Balloons to $27.9 Million
---------------------------------------------------------------
Gadzooks, Inc. (OTC Pink Sheets: GADZQ) reported a net loss of
$27.9 million for the fourth quarter ended January 31, 2004. The
Company recorded a net loss of $2.3 million for the prior year
fourth quarter. The Company reported a net loss per share of $3.05
for the quarter compared to a net loss per share of $0.25 for the
corresponding period a year ago. Net sales for the fourth quarter
decreased 27.6 percent to $70.1 million from $96.8 million for the
corresponding period of the prior year. Same store sales for the
quarter declined 24.8 percent compared to a 3.1 percent decrease
for the fourth quarter of last year.

The Company's results for the fourth quarter were significantly
impacted by the following factors:

     -- A $9.0 million charge for long-lived asset impairments,

     -- A $3.0 million write-down of inventory to estimated net
        realizable value in closing stores,

     -- The significant comparable store sales decline,

     -- Promotional activity initiated to stimulate sales and
        accelerate market share growth and

     -- The fact that the Company did not record an income tax
        benefit for operating losses incurred.

The Company reported a net loss of $62.0 million, or $6.78 per
share, for fiscal 2003 compared to a net loss of $1.3 million, or
$0.14 per share, for the prior year. Net sales for fiscal 2003
decreased 20.6 percent to $258.5 million from $325.5 million for
the prior year. Same store sales decreased 19.3 percent for the
year versus a 3.4 percent decline for fiscal 2002.

For more detail, please see the Company's Annual Report on Form
10-K filed on May 17, 2004.

"We are making good progress in the reorganization of our Company,
said Jerry Szczepanski, Chairman and Chief Executive Officer. "We
have solidified our merchandising organization, implemented
significant cost reductions and closed 158 under performing stores
since January 31, 2004. Our primary focus in fiscal 2004 has been
on building a successful all-female business around a core group
of approximately 250 stores. While there is much work left to do,
we are encouraged by the results of our restructuring process thus
far."

                        About Gadzooks
                                
Headquartered in Carrollton, Texas, Gadzooks, Inc.
-- http://www.gadzooks.com/-- is a specialty retailer of casual
clothing, accessories and shoes for 16-22 year-old females. The
Company filed for chapter 11 protection on February 3, 2004
(Bankr. N.D. Tex. Case No. 04-31486).  Charles R. Gibbs, Esq., and
Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$84,570,641 in total assets and $42,519,551 in total debts.


GALILEE HOTEL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Galilee Hotel Associates, LLC
             aka The Lighthouse Inn
             P.O. Box 5863
             Wakefield, Rhode Island 02880

Bankruptcy Case No.: 04-11456

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      M & Z Hotel Associates, LLC                04-11460

Type of Business: The Debtor owns and operates the
                  Lighthouse restaurant and hotel in
                  Narragansett, Rhode Island.

Chapter 11 Petition Date: April 30, 2004

Court: District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtors' Counsel: Christopher Lefebvre, Esq.
                  Claude Lefebvre & Sons
                  P.O. Box 479
                  Pawtucket, RI 02862
                  Tel: 401-728-6060

                              Estimated Assets  Estimated Debts
                              ----------------  ---------------
Galilee Hotel Associates, LLC $1 M to $10 M     $1 M to $10 M
M & Z Hotel Associates, LLC   $100,000-$500,000 $100,000-$500,000

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


GENTEK HOLDING: Agrees To Settle Remaining Honeywell Disputes
-------------------------------------------------------------
Reorganized Debtors GenTek Holding Corporation and General
Chemical, LLC, seek the Court's permission to:

   (a) enter into a master settlement agreement with Honeywell
       International, Inc., to settle remaining disputes with
       Honeywell;

   (b) assume an Environmental Matters Agreement and a Restated
       Environmental Matters Agreement, as amended; and

   (c) sell and convey a real and personal property to Honeywell
       under the Master Settlement Agreement, free and clear of
       liens and security interests.

According to Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, in Wilmington, Delaware, the Master
Settlement Agreement will resolve all of Honeywell's remaining
claims and will result in closings entitled to protection under
Section 1146(c) of the Bankruptcy Code at which time, inter alia,
General Chemical will convey title of the north plant of the
Delaware Valley Works in Claymont, Delaware, and a work site in
Front Royal, Virginia, as set forth in the Master Settlement
Agreement, thereby making effective that portion of the confirmed
Reorganization Plan.

                           DVW Matters

Pursuant to the Master Settlement Agreement, the Debtors will
transfer to Honeywell the DVW North Plant, in consideration for
Honeywell's assumption of, and agreement to indemnify GenTek
Holding, General Chemical, and their affiliates for:

      (i) all claims relating to substantially all environmental
          matters associated with the DVW North Plant; and

     (ii) all claims relating to groundwater contamination
          associated with the DVW North Plant and the DVW South
          Plant.

The transfer will occur within nine months, upon General
Chemical's removal of certain equipment and completion of certain
decontamination activities.  General Chemical will remain
responsible for, and indemnify Honeywell and its affiliates for,
all claims relating to the investigation and remediation of on-
site soil contamination at the DVW South Plant.

If Honeywell demonstrates by a preponderance of the evidence that
its costs to treat groundwater contamination at the DVW South
Plant are increased as the result of its having to address
contaminants migrating from soil sources and free product
associated with five specified points, then General Chemical will
elect either to pay Honeywell's increased costs, or remove or
remediate the contamination associated with the applicable
points.

The parties will use their best efforts to jointly approach the
applicable agencies to amend a Facility Lead Agreement to include
the investigation and remediation of the entirety of the DVW
North Plant and DVW South Plant groundwater.

Section 3008(h) of the Resource Conservation and Recovery Act
authorizes the U.S. Environmental Protection Agency to issue
corrective action administrative orders and initiate civil
actions for facilities currently under interim status, facilities
that once had interim status, or facilities that should have had
interim status.  A Section 3008(h) order may be issued whether
the facilities operating -- prior to receiving a permit -- is
closing, or is closed.

The parties agree to use their best efforts to seek amendment of
the Section 3008(h) Order to exclude from the scope of General
Chemical's obligations the investigation and remediation of the
entirety of the DVW North Plant and groundwater at the DVW South
Plant.  The parties will work cooperatively to implement the
Facility Lead Agreement and the Section 3008(h) Order in a manner
that most closely carries out the intent of the parties, if they
are not entirely successful in amending them.

General Chemical will wind down its Specialty Fines Business on
the DVW North Plant and will remove certain equipment associated
with that business from the DVW North Plant within nine months.  
General Chemical will perform certain prescribed decontamination
work in the equipment and facilities that will remain on the DVW
North Plant.

Honeywell will be granted an easement or discharge authorization,
permitting:

   -- Honeywell's continued discharge into the existing Storm
      Water Conveyance for at least two years; and

   -- permitting Honeywell to install, at its expense, an
      enclosed conveyance in or along the Storm Water Conveyance.

The parties will share the costs of certain repairs necessary to
continue utilizing the storm water discharge conveyance across
the DVW South Plant.

                       Front Royal Matters

General Chemical will transfer to Honeywell the Front Royal
Facility in consideration for Honeywell's assumption of, and
agreement to indemnify GenTek Holding, General Chemical, and
their affiliates for all claims relating to substantially all
environmental matters associated with the Front Royal Facility.  
The conveyance of the Front Royal Facility will occur as promptly
as practicable.

The parties will ask the EPA to remove General Chemical as a
party to the CERCLA 106 Order affecting the Front Royal Facility
and place sole responsibility under that Order on Honeywell.  The
parties will work cooperatively to implement the 106 Order in a
manner that most closely carries out the intent of the parties,
if they are not entirely successful in having General Chemical
removed.

                  Bay Point and Atlanta Matters

Honeywell will be responsible for a percentage of the costs
incurred in connection with:

   -- the investigation, treatment or closure of a sedimentation
      lagoon in Bay Point, California, and the Hi Clay Aluminum
      ponds in Atlanta, Georgia; and

   -- the investigation, treatment and remediation of groundwater
      contamination at the Bay Point Facility.

Honeywell's contribution percentage of these liabilities will be
75% through December 31, 2010, reducing to:

          * 50% through December 31, 2015;
          * 25% through December 31, 2020; and
          * 0% thereafter.

Honeywell's total liability for these costs is capped at $6
million, and is subject to reduction based on GenTek Holding's
environmental expenditures through December 31, 2006 on its
former Allied Signal properties, and subject to further reduction
in other events.

                        Other Provisions

The Master Settlement Agreement provides for these additional
terms:

   (a) The Reorganized Debtors will withdraw the EMA and REMA
       from their request to reject the Honeywell Executory
       Contracts.  The Master Settlement Agreement amends these
       Agreements as they relate to the Delaware Valley Works,
       Front Royal, Bay Point and Atlanta.  Pursuant to the
       Master Settlement Agreement, the EMA and the REMA will be
       assumed, as amended, pursuant to Sections 365 and
       1123(b)(2) of the Bankruptcy Code and the Plan.  Honeywell
       will assert no claim for any cure costs in connection with
       the assumption.  The parties ratify and confirm the EMA
       and the REMA, and General Chemical confirms that it has
       assumed certain rights and responsibilities under the EMA
       and the REMA with respect to the properties;

   (b) The parties agree that the Master Settlement Agreement is
       not relevant to, and will not be offered as evidence for,
       the issue of whether the release in the REMA may be
       rejected in any future bankruptcy proceeding;

   (c) Honeywell will withdraw all of the remaining Honeywell
       Claims not yet withdrawn pursuant to other Orders and
       Stipulations in the Reorganized Debtors' Chapter 11 case;

   (d) The Master Settlement Agreement does not impair any rights
       or claims of the parties under the Honeywell Contracts, or
       under applicable law against any person or entity other
       than the parties and their subsidiaries.  Honeywell
       reserves its rights against California Coastal
       Communities, Inc., Wheelabrator Technologies, Inc., Fisher
       Scientific International, Inc., General Chemical
       Industrial Products, Inc., and their predecessors,
       successors and assigns under the EMA, the REMA, and any of
       the other Honeywell Contracts to which any of these
       entities is a party, or by which any of the entities is
       bound;

   (e) The provisions of the Master Settlement Agreement, which
       amend the EMA and the REMA, form an integral part of,
       and are intended to be read in conjunction with, the
       EMA and REMA.  For purposes of any future assumption or
       rejection by either party or their subsidiaries
       pursuant to Section 365 of the Bankruptcy Code, the Master
       Settlement Agreement, the EMA and the REMA will be deemed
       to constitute one and the same agreement, and neither
       party may separately assume or reject the Master
       Settlement Agreement, and the EMA and REMA, without
       performing the same action with respect to the others;

   (f) The Master Settlement Agreement provides for expedited
       expert arbitration of disputes relating to its provisions
       addressing the Delaware Valley Works, Front Royal, Bay
       Point and Atlanta; and

   (g) GenTek Holding agrees to spend not less than $6 million in
       calendar years 2004, 2005 and 2006 for environmental
       investigation and remediation at former Honeywell sites,
       including General Chemical's expenditures at the Delaware
       Valley Works, Front Royal, Bay Point and Atlanta.  This
       Commitment, however, is not a condition precedent to
       Honeywell's obligations to bear a portion of the
       environmental costs at Bay Point and Atlanta, as provided
       in the Master Settlement Agreement.

Mr. Chehi tells the Court that the terms of the Master Settlement
Agreement, taken as a whole, including the conveyances of the DVW
North Plant and the Front Royal Facility, provide the most
efficient, cost-effective and beneficial means of resolving
Honeywell's Remaining Claims.

The Reorganized Debtors have made an assessment of the value and
marketability of the DVW North Plant and the Front Royal
Facility.  From the assessment, the Reorganized Debtors concluded
that Honeywell's assumption of all environmental liabilities for
these properties, coupled with the additional consideration to be
delivered by Honeywell pursuant to the Master Settlement
Agreement -- including Honeywell's contribution of up to
$6,000,000 toward the BA Liabilities -- is fair consideration for
the conveyance of the DVW North Plant and the Front Royal
Facility and the other consideration to be delivered to Honeywell
pursuant to the Master Settlement Agreement, including General
Chemical's assumption of the EMA and the REMA.

The BA Liabilities, Mr. Chehi explains, pertain to liabilities,
costs and expenses associated with the Bay Point Lagoon, the
Atlanta HCA ponds, and the groundwater contamination associated
with the Bay Point Facility site-wide-contamination, not limited
to the groundwater impacted by the Bay Point Lagoon.

The Reorganized Debtors also determined that the intermingling of
the General Chemical operations at the DVW North Plant with
Honeywell's operations on interweaving parcels, together with the
historic relationship between GenTek Holding and Honeywell, which
includes contentious environmental issues, render the sale of the
DVW North Plant to a party other than Honeywell unlikely.

The environmental condition of the Front Royal Facility,
including its encumbrance by a Conservation and Environmental
Protection Easement and Declaration of Restrictive Covenants,
impair General Chemical's ability to market the Front Royal
Facility and limit the pool of potential purchasers, Mr. Chehi
says.

               Encumbrances on the DVW North Plant

The various mortgages and security interests that encumber the
DVW North Plant are:

   * A Mortgage in favor of The First National Bank of Boston
     securing $350,000,000 in principal amount dated as of
     November 15, 1989, and recorded in the Office of the
     Recorder of Deeds for New Castle County, Delaware;

   * A Mortgage in favor of The First National Bank of Boston
     securing $230,000,000 in principal amount dated as of
     September 15, 1993, and recorded in New Castle County,
     Delaware on September 21, 1993;

   * A First Supplement to the 1993 Delaware Mortgage dated as of
     October 31, 1994, and recorded in New Castle, Delaware on
     November 23, 1994;

   * A Mortgage in favor of The Chase Manhattan Bank securing
     $798,500,000 in principal amount dated as of October 30,
     2001, and recorded in New Castle, Delaware on November 19,
     2001 as instrument number 20011119-0095641;

   * A UCC Financing Statement in favor of The Chase Manhattan
     Bank securing certain collateral recorded in the New Castle
     Recorder of Deeds on November 19, 2001 as instrument number
     20011119-0095642;

   * A Mortgage in favor of The First National Bank of Boston
     securing $350,000,000 in principal amount dated as of
     November 15, 1989, and recorded in the Office of the
     Recorder of Deeds for Delaware County, Pennsylvania on
     November 27, 1989;

   * A Mortgage in favor of The First National Bank of Boston
     securing $230,000,000 in principal amount dated as of
     September 15, 1993, and recorded in the Delaware County
     Recorder of Deeds on September 17, 1993;

   * A First Supplement to the 1993 Pennsylvania Mortgage dated
     as of October 31, 1994, and recorded in the Delaware County
     Recorder of Deeds on November 23, 1994;

   * A Mortgage in favor of The Chase Manhattan Bank securing
     $798,500,000 in principal amount dated as of October 30,
     2001, and recorded in the Delaware County Recorder of Deeds
     on November 16, 2001; and

   * A UCC Financing Statement granted in favor of The Chase
     Manhattan Bank securing certain collateral recorded in the
     Delaware County Recorder of Deeds on November 16, 2001.

Mr. Chehi maintains that the indebtedness secured by the
Mortgages and Security Interests has been paid in full, and,
therefore, the Reorganized Debtors are entitled to have the Fleet
and Chase Instruments satisfied or terminated.

                      Good Faith Purchaser

The Reorganized Debtors also ask the Court to designate Honeywell
a good faith purchaser as such term is used in Section 363(m).  
The transaction is for fair value and is the result of arm's-
length negotiations between the parties.  Mr. Chehi assures the
Court that the consideration for the DVW North Plant and the
Front Royal Facility constitutes "fair value" for those
properties.  (GenTek Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GENTEK INC: Delivers First Quarter Financial Results
----------------------------------------------------
GenTek Inc. (OTC Bulletin Board: GETI) announced results for the
first quarter ended March 31, 2004. GenTek's results reflect the
classification of its KRONE communications operating unit as a
discontinued operation due to the pending sale of that business to
ADC Telecommunications, Inc., which is expected to close within
one week. In addition, GenTek has applied fresh-start accounting
in conjunction with its emergence from bankruptcy protection on
Nov. 10, 2003, causing the results from the prior-year period to
not be comparable to current period results.

For the first quarter of 2004, GenTek had revenues totaling $192.9
million and operating profit of $22.1 million. Also for the
quarter, including earnings from discontinued operations, net
income totaled $14.8 million and earnings per diluted share were
$1.48.

                    Pro Forma Results

To facilitate the comparison of 2004 results against prior
periods, GenTek has presented prior-period results on a pro forma
basis, as if the company had emerged from bankruptcy at the
beginning of such period. These pro forma results are based upon
certain important assumptions that are material to the
presentation of such results. In particular, the pro forma results
assume a normalized effective tax rate, which may ultimately be
materially different from GenTek's future effective tax rate.
While management believes that this presentation of pro forma
results may be useful, we caution investors not to rely solely on
such results in making investment decisions.

Pro forma results for the first quarter of 2004, as well as for
the comparable prior-year period, are summarized in the attached
Schedule 2 and all pro forma adjustments are detailed in Schedules
3 and 4.

For the first quarter of 2004, GenTek posted revenues of
$192.9 million compared with $197 million in the corresponding
quarter of 2003. For the first quarter of 2004, GenTek recorded
operating profit of $22.1 million versus a pro forma operating
loss of $19.4 million in the first quarter of 2003. The company
recorded first-quarter net income, including results from
discontinued operations, of $14.8 million, or $1.48 per diluted
share, compared with a pro forma net loss of $12.5 million, or
$1.25 per diluted share, for the same period last year. The
company's first-quarter 2004 operating profit was favorably
impacted by a pension curtailment gain of $14.8 million.

"Our first-quarter results reflect improved top-line performance
in our manufacturing segment, primarily due to stronger automotive
and diesel business, as well as some success in passing through
higher raw material costs," said Richard R. Russell, GenTek's
president and chief executive officer. "Revenue for the
performance-products segment decreased versus prior year due to
the closure of the company's Delaware Valley South facility in the
fourth quarter of 2003."

                   Adjusted Pro Forma Results

For further comparison against prior and future periods, GenTek
has also presented 2004 first-quarter results, as well as results
for the comparable prior-year period, on an adjusted pro forma
basis. The adjusted pro forma results reflect removing the impact
of any restructuring, impairment, reorganization and certain one-
time items. These adjustments are detailed on Schedule 5.

In addition, the company has presented adjusted earnings before
interest, taxes, depreciation and amortization (adjusted EBITDA)
as a measure of operating results. Adjusted EBITDA reflects
removing the impact of any restructuring, impairment,
reorganization, income from discontinued operations and certain
one-time items. GenTek has presented adjusted EBITDA to enhance
the reader's understanding of operating results, as it is a
measure commonly used to value businesses by investors and
lenders.

During the first quarter of 2004, adjusted EBITDA was $16.8
million compared with $17.2 million in the first quarter of 2003.
On an adjusted pro forma basis, including results from
discontinued operations, the company posted first-quarter net
income of $5.2 million, or 52 cents per diluted share, compared
with $1.5 million, or 15 cents per diluted share, for the same
period in 2003. On an adjusted pro forma basis, the company's
first-quarter income from continuing operations totaled $1.4
million, or 14 cents per diluted share, compared with $1.7
million, or 17 cents per diluted share, for the same period in
2003. The adjusted pro forma income from continuing operations,
net income and earnings per share figures above include full
interest expense pertaining to the company's senior term notes,
which are expected to be repaid upon consummation of the KRONE
transaction. Excluding senior term loan interest, first quarter
2004 adjusted pro forma income from continuing operations totaled
$3.5 million, or 35 cents per diluted share.

"In spite of experiencing historically high costs for fuel and key
raw materials during the first quarter, including increases in
excess of 60 percent in both copper and steel pricing, we managed
to achieve an adjusted EBITDA margin of almost 9 percent,
consistent with prior-year levels," Russell noted. "With the sale
of our KRONE communications business nearly complete, we will
continue to sharpen our focus on growing the core businesses
within the manufacturing and performance-products segments. As
always, we will also seek opportunities to rationalize our cost
structure further to ensure that it is in line with our
portfolio," Russell said.

                     About GenTek Inc.
  
GenTek Inc. is a manufacturer of industrial components,
performance chemicals and telecommunications products. Additional
information about the company is available on GenTek's Web site at
http://www.gentek-global.com/


GLOBAL CROSSING: Court Disallows Nine Big Lessor Claims
-------------------------------------------------------
The Global Crossing Estate Representative objects to claims
asserted by lessors of certain non-residential real property
leases against the Debtors based on any of these grounds:

   (a) Certain Lessor Claims have not been properly calculated in
       accordance with Section 502(b)(6) of the Bankruptcy Code,
       including the assertion of incorrect amounts based on
       alleged pre-rejection arrearages, or have not been
       supported with adequate information demonstrating proper
       calculation;

   (b) Certain Lessor Claims reflect claim amounts that were
       calculated without applying Section 502(b)(6) to limit
       these claims, thus the amount are significantly
       overstated;

   (c) Holders to certain Lessor Claims have failed to provide
       any documentation proving that the holder has mitigated or
       has attempted to mitigate its damages, or the holder has
       not already relet or sold the premises covered by the
       rejected lease;

   (d) Certain Lessor Claimholders have failed to reduce the
       amount of claim by the amount of any related security
       deposits; or

   (e) Certain holders failed to provide sufficient supporting
       documentation.

At the GX Representative's request, the Court disallows nine
Lessor Claims:

    Lessor                         Claim No.    Claim Amount
    ------                         ---------    ------------
    Acquiport Unicorn, Inc.           5295          $308,290
    Alameda Main, LLC                  349         4,046,555
    ASF Keystone, Inc.                1323           310,200
    Atria East Associates             5413           171,278
    Berrueta Family, LLC              5777         1,778,268
    Bivona and Cohen, PC              1256           443,173
    FDS Management Services, L.P.      315         1,215,163
    Realty Associates Iowa Corp.      9769           141,659
    Ross Akard Acquisition, LP         348         2,671,078


Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GREENBRIAR CORP: First Quarter 2004 Net Loss Decreases to $175K
---------------------------------------------------------------
Greenbriar Corporation (AMEX:GBR) announced operating results for
the quarter ending March 31, 2004.

Operating revenues were $1,806,000 compared to $745,000 for the
same period in 2003. The Company's operating income was $97,000
for the period ending March 31, 2004, compared to a loss of
$175,000 for the period ending March 31, 2003. The net loss for
the first quarter of 2004 was $175,000 compared to a loss of
$262,000 for the first quarter of 2003. The net loss per share for
the quarter was $0.18 compared to a loss of $0.38 per share for
the same quarter in 2003.

                         *   *   *

As reported in the Troubled Company Reporter's April 16, 2004
edition, on January 8, 2004 the Company was notified by the
Internal Revenue Service (IRS) in the form of a Section 6700 Pre-
Assessment Letter that the IRS was considering assessing penalties
under Section 6700 of the Internal Revenue Code as a result of the
Company's organization or assistance in connection with the
issuance and sale of Series A and Series C bonds.

The Company and the IRS are engaged in negotiations regarding
settling this matter. However, there is no assurance that any
settlement will be achieved. In the absence of a settlement, the
Company intends to contest the IRS's position in court. Any
litigation may be expensive and time consuming. However, if this
matter is litigated the Company believes that it will prevail on
the merits. Should it not prevail in this matter the Company
intends to pursue actions against the professionals who advised
the Company regarding the sale of the bonds.

In light of the uncertainties regarding the ultimate outcome of
this matter the auditors have included a going concern uncertainty
paragraph in their Report of Independent Certified Public
Accountants for the Financial Statements for the Year Ended
December 31, 2003.


INTEGRATED HEALTH: Wants Until Sept. 6 to Object to Claims
----------------------------------------------------------
IHS Liquidating, LLC, asks the Court to extend its Claims
Objection Deadline to September 6, 2004.

While IHS Liquidating has used its best efforts to advance the
claims reconciliation process, Alfred Villoch, III, Esq., at
Young Conaway Stargatt & Taylor, in Wilmington, Delaware,
contends that the completion of the reconciliation process will
require substantial additional time and effort beyond the current
Claims Objection Deadline.

Mr. Villoch relates that on March 22, 2004, IHS Liquidating filed
objections to certain Premiere Unsecured Claims and one claim
against Integrated Health Services, Inc., pursuant to Sections
105, 502(b) and 502(e) of the Bankruptcy Code and Rules 3001 and
3007 of the Federal Rules of Bankruptcy Procedure.  IHS
Liquidating also filed objections and counterclaims to the claims
asserted by Don G. Angell, Don G. Angell Revocable Trust and
Angell Care Incorporated.  IHS Liquidating will be filing another
omnibus objection to claims.

IHS Liquidating believes that the extension will allow a
conclusive determination as to the existence of any remaining
late or otherwise objectionable claims.  Additionally, the
extension will provide IHS Liquidating with much-needed time to
effectively evaluate all claims, prepare and file additional
objections to claims, and where possible attempt to consensually
resolve disputed claims.

Judge Walrath will consider IHS Liquidating's request at a
hearing on May 26, 2004.  By application of Del.Bankr.LR 9006-2,
IHS Liquidating's Claims Objection Deadline is 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)   


INTERACTIVE MOTORSPORTS: Perfect Line Posts First Positive Results
------------------------------------------------------------------
Interactive Motorsports and Entertainment Corporation reported in
its 10-QSB SEC filing that its wholly owned subsidiary, Perfect
Line, Inc., showed a positive cash flow from operations for the
first time since the company was formed in August of 2002. The
announcement came from William R. Donaldson, Chairman and CEO of
Interactive Motorsports and Entertainment Corp. (OTCBB:IMTS).

For the three months ended March 31, 2004, the Company showed a
net loss of $520,377, a reduction of $236,059 from losses reported
during the same period one year ago, and net cash provided by
operations of $23,109 as compared to a net cash loss of $654,179
for the same period one year ago.

"Our improved first quarter financials are due primarily to the
restructuring of the company's business model from company owned
and operated, mall-based racing centers to revenue share racing
centers, mobile leases and simulator equipment sales," said
Donaldson. "We are expecting continued financial improvement as we
execute the revised business plan."

At March 31,2004, Interactive Motorsports' balance sheet shows a
stockholders' deficit of $2,656,988 compared to a deficit of
$2,397,995 at December 31, 2003.

For more information on IMTS, visit http://www.SMSonline.com/


KAISER: Selling Alumina Refining & Related Mining Asset for $23M
----------------------------------------------------------------
Kaiser Aluminum announced that, pending certain conditions
outlined below, it has signed an agreement to sell its Gramercy,
Louisiana, alumina refinery and its related 49% interest in the
Kaiser Jamaica Bauxite Mining operation (KJBC) to a newly formed
joint venture between Century Aluminum Company and Noranda Inc.
Under the terms of the agreement, the Government of Jamaica will
retain its 51% interest in KJBC.

Prior to any sale of its interests in Gramercy and KJBC, Kaiser
may conduct an auction for the assets, under direction of the U.S.
Bankruptcy Court for the District of Delaware. The company has
requested the Court to rule on bidding procedures for any such
auction at the regularly scheduled monthly hearing on June 21,
2004. If such procedures are approved and, subsequently, if any
qualified bids are received, an auction would be conducted, and
the Court would be expected to rule on the winning bid at the
regular monthly hearing on July 19, 2004.

KJBC mines bauxite, approximately two-thirds of which is used by
Gramercy to produce alumina, with the balance sold to a third
party. Approximately 75-80% of Gramercy's output is, in turn,
supplied under long-term contracts to aluminum smelters owned by
Century and Noranda.

Under the terms of the transaction, Kaiser would receive cash
proceeds of approximately $23 million, a substantial portion of
which may be used to satisfy transaction-related costs and
obligations.

"We believe this transaction benefits the interests of all
concerned parties," said Jack A. Hockema, president and chief
executive officer of Kaiser Aluminum. "For Kaiser, it represents
another significant step forward in our restructuring process as
we continue to shift our focus to the company's fabricated
products operations. For the buyers, it represents a strategic
move to control the long-term supply of a critical feedstock. For
employees, civic, and governmental organizations in Louisiana and
Jamaica, it provides assurance of continued operation of assets
that generate significant economic value."

Hockema added, "We extend our profound gratitude to the employees
and government officials in Louisiana and Jamaica who have
contributed so much for so many years to Kaiser's efforts at these
facilities."

The transaction is subject to various approvals, as more fully
discussed in Kaiser's Form 10-K for 2003. In particular, Kaiser is
working with the lenders under its Post-Petition Credit Agreement
to obtain an amendment to the Credit Agreement that, among other
things, would permit the sale of the company's interests in and
related to Gramercy and KJBC.

The Gramercy refinery began producing alumina in 1959; it has
approximately 500 employees and an annual rated capacity of 1.25
million metric tonnes. Kaiser began its involvement in bauxite
mining in Jamaica in 1950; presently, KJBC has approximately 600
employees and an annual production capacity of approximately 4.5
million metric tonnes of bauxite.

Noranda operates an aluminum reduction smelter in New Madrid which
produced 244,044 tonnes of metal in 2003 and employs 1,100 people.
The smelter has procured substantially all of its alumina
requirements from the Gramercy alumina refinery over the past
several years. Both the New Madrid smelter and the Gramercy
refinery are located on the Mississippi River, facilitating
logistics and transportation.

                     About Noranda

Noranda Inc. (NYSE:NRD) is one of the world's largest producers of
zinc and nickel and a significant producer of copper, primary and
fabricated aluminum, lead, silver, gold, sulphuric acid, and
cobalt. Noranda is also a major recycler of secondary copper,
nickel and precious metals. It employs 15,000 people at its
operations and offices in 18 countries.

                     About Century

Century owns 615,000 metric tons per year (mtpy) of primary
aluminum capacity. The company owns and operates a 244,000-mtpy
plant at Hawesville, KY, a 170,000-mtpy plant at Ravenswood, WV
and a 90,000-mtpy plant at Grundartangi, Iceland. Century also
owns a 49.67-percent interest in a 222,000-mtpy reduction plant at
Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operating
partner. Century's corporate offices are located in Monterey, CA.

                 About Kaiser Aluminum

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


KAISER: Stockholders' Deficit Widens to $1.8 Billion at March 31
----------------------------------------------------------------
Kaiser Aluminum reported a net loss of $64.0 million, or $.80 per
share, for the first quarter of 2004, compared to a net loss of
$65.1 million, or $.81 per share, for the same period of 2003.

Results for the first quarter of 2004 include a non-cash pre-tax
charge of $33.0 million to reduce the carrying value of the
company's 90% interest in the Valco smelter in Ghana, based on the
terms of a May 2004 amendment to the previously disclosed
Memorandum of Understanding.

Net sales in the first quarter of 2004 were $367.6 million,
compared to $339.4 million in the year-ago period.

Commenting on the company's first-quarter performance, Kaiser
President and Chief Executive Officer Jack A. Hockema said,
"Although Kaiser's operating loss in the first quarter of 2004 was
essentially the same as that of the prior year period - primarily
due to the Valco-related charge - the company's underlying
operating results improved markedly in relation to the year-ago
period. That improvement was mainly attributable to increases in
realized prices for alumina and primary aluminum, lower
depreciation in the alumina business unit, and the fact that the
year-ago results for primary aluminum included certain costs
associated with potline curtailments at the Valco smelter."

Hockema continued, "Our fabricating business -- the core around
which the company is reorganizing -- reported improved cost
performance and sharply higher shipments and revenues as we
witnessed continued recovery in demand. While volumes are still
not at what we would consider to be the long-term run rate -- and
certain markets, including certain aerospace products, have still
not recovered -- we believe the trend is promising. On the other
hand, the increased volumes have not yet translated into improved
sales margins, many of which remain under pressure. As such, there
remains plenty of room for improvement in results and cash flow."

Hockema said, "We are encouraged by the fact that substantially
all of the cash used by operations in the first quarter of 2004
was related to an increase in working capital that is in large
part associated with improved demand and higher primary aluminum
prices - and that the company was otherwise essentially cash-flow
neutral in the quarter."

Hockema said, "Despite these positive developments, Kaiser still
reported an operating loss in the quarter due in part to ongoing
'legacy related' expenses or accruals for retiree medical benefits
and hourly pensions, the majority of which are expected to be
reduced or eliminated as part of the company's restructuring."

Hockema added, "We are pleased by the increasing pace of our
Chapter 11 case, as evidenced by the agreements on retiree medical
with the USWA, certain other unions, and the committee
representing salaried retirees; the transactions for Alpart and
Mead; and the pending or contemplated transactions for other
commodity assets. We intend to maintain this pace so that we can
emerge as early as late in the third quarter of this year."

At March 31, 2004, Kaiser Aluminum Corporation reported a
stockholders' deficit of $1,800,900,000  compared to a
$1,738,700,000 deficit at December 31, 2003.

                   About Kaiser Aluminum

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


KMART HOLDING: Posts $93 Million Net Income for First Quarter 2004
------------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) reported financial
results for the first quarter of fiscal 2004.  For the 13 weeks
ended April 28, 2004, Kmart Holding Corporation reported net
income of $93 million, or $0.94 per diluted share. Kmart
Corporation (the Predecessor Company) reported a net loss of $862
million for the same period in 2003.

Operating income for the 13 weeks ended April 28, 2004 was
$165 million, or 3.6% of sales, as compared to a loss of $39
million, or negative 0.6% of sales, for the same period in 2003.
The improvement was primarily due to the decrease in selling,
general and administrative (SG&A) expenses and the improvement in
gross margin rate, as noted below, partially offset by an overall
decline in gross margin dollars due to a reduced store base.
Operating income was also impacted by net gains on sales of assets
of $32 million in the current quarter, and restructuring,
impairment and other charges of $37 million in the same period in
2003. Same-store sales and total sales decreased 12.9% and 25.3%,
respectively, for the 13 weeks ended April 28, 2004, compared to
the 13 weeks ended April 30, 2003.

Julian C. Day, President and Chief Executive Officer of Kmart,
said: "We are delighted with the progress we've made in our
business. For the fourth consecutive fiscal quarter, we have
reported improved year-over-year profitability and liquidity
through our consistent approach of focusing on profitable sales
with an improved gross margin rate, reducing operating costs
through operational execution, and working to improve the
productivity of our assets. These initiatives, together with a
renewed focus on communicating the benefits of the Kmart shopping
experience to our customers, will continue to characterize our
approach going forward."

Day added: "Our focus on the productivity of our asset base,
exemplified by the diligent management of our inventories which
ended the quarter at $3.4 billion, a reduction of over 23% from
the prior year, has been a primary element of our improved
liquidity position. We apply similar rigor to managing the
productivity of our capital assets, focusing on the need to
allocate those assets to their best use. Given our success, Kmart
today is a financially strong company."

As of April 28, 2004, Kmart had approximately $2.2 billion in cash
and cash equivalents.

Same-store sales include sales of all open stores that have been
open for more than 13 full months. The decrease in same-store
sales is due primarily to several Company-wide promotional events
that occurred in the first quarter of fiscal 2003 along with a
reduction in advertising, including the frequency of mid-week
circulars in the current year. The decrease in total sales is
attributable to the decrease in same-store sales and the closure
of 316 stores in the first quarter of fiscal 2003.

Gross margin decreased $282 million to $1.14 billion, for the 13
weeks ended April 28, 2004, from $1.42 billion for the 13 weeks
ended April 30, 2003. Gross margin, as a percentage of sales,
increased to 24.6% for the 13 weeks ended April 28, 2004, from
23.0% for the comparable period a year ago. Favorably affecting
the gross margin rate were fewer clearance markdowns and reduced
depreciation expense as a result of the write-off of long-lived
assets in conjunction with the application of Fresh-Start
accounting.

SG&A expenses decreased $417 million to $1 billion, or 21.8% of
sales for the 13 weeks ended April 28, 2004, from $1.42 billion,
or 23.0% of sales, for the 13 weeks ended April 30, 2003. The
decrease in SG&A resulted from reduced payroll and related
expenses in stores during the current quarter, as well as the
impact of store closings and the corporate cost reduction
initiatives implemented in the first quarter of fiscal 2003. Also
impacting the decline was a reduction in advertising expenses and
lower depreciation as a result of the write-off of long-lived
assets in conjunction with the application of Fresh-Start
accounting.


LEAP WIRELESS: Stockholders' Deficit Tops $922 Million at March 31
------------------------------------------------------------------
Leap Wireless International, Inc., a leading provider of
innovative and value-driven wireless communications services,
announced strong financial and operating results for the first
quarter of 2004, which reflect broadly improved performance across
the Company's operations. Total consolidated revenues for the
first quarter were $206.8 million, representing a 12% increase
over the $183.8 million total consolidated revenues reported for
the first quarter of 2003. Consolidated operating loss for the
first quarter was $22.3 million, representing an improvement of
65% over the $63.9 million consolidated operating loss reported
for the first quarter of 2003. Consolidated net loss for the first
quarter was $28.0 million, representing an improvement of 79% over
the $133.5 million consolidated net loss reported for the first
quarter of 2003. Consolidated earnings before interest, taxes,
depreciation and amortization (EBITDA) for the first quarter of
2004 was $51.2 million, representing a 311% increase over the
consolidated EBITDA of $12.5 million for the first quarter of
2003. Leap's Cricket operations added approximately 65,700 net new
subscribers during the first quarter to end the period with
approximately 1,538,000 total customers, and had a customer churn
rate of 3.1%.

"Throughout the Company's restructuring process, we have
maintained a disciplined focus on improving our financial
performance while remaining committed to strengthening our
business through the development of new products and services,"
said Doug Hutcheson, Leap's executive vice president and CFO.
"Recently completed internal research indicates that 43% of
Cricket customers do not have traditional wireline phone service
at home, up from 37% as measured in May 2003 and from 26% as
measured in June 2002. Our continued leadership position in the
wireless industry's trend toward landline displacement, combined
with the operational and financial results we have delivered for
the first quarter of 2004, demonstrate that we continue to make
strong progress in positioning our company for long-term success
in the telecommunications marketplace."

Key operational and financial performance measures for the first
quarter of 2004 were as follows:

      *  Average revenue per user per month (ARPU), based on
         service revenue, was approximately $37.45, an improvement
         of $2.33 from the ARPU of $35.12 for the first quarter of
         2003.

      *  Overall non-selling cash costs per user per month (CCU)
         for Leap's consolidated business was approximately
         $20.08, an improvement of $3.68 from the CCU of $23.76
         for the first quarter of 2003.

      *  Cost per gross customer addition (CPGA) was approximately
         $124, an improvement of $53 from the CPGA of
         approximately $177 for the first quarter of 2003.

      *  Churn was approximately 3.1%, an improvement of 1% from
         the churn of approximately 4.1% for the first quarter of
         2003.

      *  Average minutes of use per customer per month (MOU) was
         approximately 1,500, compared to an average minutes of
         use per customer per month of approximately 1,350 for the
         first quarter of 2003.

      *  Cash paid for property and equipment (cash capital
         expenditures) was $16.2 million for the first quarter of
         2004.

As a result of the adoption of Emerging Issues Task Force (EITF)
Issue No. 00-21, "Accounting for Revenue Arrangements with
Multiple Deliverables" on July 1, 2003, the Company began
recognizing activation fees immediately as equipment revenue,
which reduced ARPU and CPGA by $0.75 and $28, respectively, for
the three months ended March 31, 2004, compared to the ARPU and
CPGA results that would have been reflected if EITF Issue No. 00-
21 had not been adopted.

"Over the past year we have focused on lowering our fixed cost
structure, and our performance during the first quarter reflects
the results of this process," said Glenn Umetsu, Leap's executive
vice president and COO. "While we have benefited from a
traditionally strong first quarter which had a positive impact on
both customer growth and churn rates, we expect to continue
exploring every opportunity to improve the operational
efficiencies and growth potential of our business."

At March 31, 2004, Leap Wireless International Inc.'s balance
sheet shows a stockholders' deficit of $921,775,000 compared to a
deficit of $893,356,000 at December 31, 2003.

As previously announced, Leap, Cricket and substantially all of
their subsidiaries filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code on April 13, 2003 in the
U.S. Bankruptcy Court for the Southern District of California, in
San Diego, Calif. In October 2003, the Bankruptcy Court entered an
order confirming the Company's Fifth Amended Joint Plan of
Reorganization, clearing the way for the Company to complete its
financial restructuring and emerge from Chapter 11. Consummation
of the Plan of Reorganization is subject to compliance with the
terms and conditions set forth in the Plan, including receipt of
the required regulatory approval from the Federal Communications
Commission.

The existing stockholders of Leap will not receive any
distribution under the Plan of Reorganization, and the existing
stock, options and warrants of Leap Wireless International, Inc.
will be cancelled on the effective date of the Plan. The full text
of the Company's Plan of Reorganization can be found under the
Restructuring Overview/Legal Documents section of the Company's
website, http://www.leapwireless.com/

                          About Leap

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wireless(R) service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. For more information, please visit
http://www.leapwireless.com/

                     About Cricket Service

Cricket(R) service is an affordable wireless alternative to
traditional landline service and appeals to customers who want the
most affordable, predictable and best wireless value. With a
commitment to value, predictability and simplicity as the
foundation of its business, Cricket designs and markets wireless
products to meet the needs of everyday people. Cricket(R) service
is available in 39 markets in 20 states across the country
stretching from New York to California. For more information,
please visit http://www.mycricket.com/


LMI AEROSPACE: First Quarter 2004 Net Loss Climbs to $1.5 Million
-----------------------------------------------------------------
LMI Aerospace, Inc. (Nasdaq: LMIA), a leading provider of
assemblies, kits and detail sheet metal and machined components to
the aerospace, defense and technology industries, announced that
net sales for the quarter ended March 31, 2004, were
$18.5 million, a decrease of 11 percent from the quarter ended
March 31, 2003.

LMI reported a net loss after restructuring costs of $1.5 million
or ($0.19) per diluted share for the quarter ended March 31, 2004,
compared to a net loss of $1 million or ($0.12) per diluted share
for the quarter ended March 31, 2003. Restructuring expenses of
$0.5 million were incurred in the first quarter of 2004, compared
to none in the first quarter of 2003.

Sales for the sheet metal segment in the first quarter of 2004
were $14.7 million, a decrease of 14.1 percent from $17.2 million
in the first quarter of 2003. The decrease is due to lower sales
of business jet and military components. Commercial aircraft sales
of $5.6 million in the first quarter of 2004 were higher than the
$5.2 million reported in the first quarter of 2003. As previously
reported, weakness in demand for business jets in 2003, evidenced
by production stoppages at several of LMI's customers followed by
their aggressive inventory reduction strategies, significantly
reduced business jet sales in the first quarter of 2004 and fiscal
2003. Backlog for the sheet metal segment was approximately $45.2
million at March 31, 2004, down from $51.9 million at March 31,
2003. Orders for new components on regional, business and
commercial aircraft received in April 2004 have caused the backlog
for this segment to increase to $50 million as of April 30, 2004.

For the machining and technology segment, sales in the first
quarter of 2004 were $3.8 million, up from $3.7 million in the
first quarter of 2003. Beginning in September 2003, LMI began to
receive significant reorders of laser equipment and military
components and orders have continued at a high rate through the
first quarter of 2004. Backlog for this segment at March 31, 2004,
was approximately $14.8 million, up from $11.7 million at March
31, 2003. Backlog at April 30, 2004, is about $16.7 million.

Gross profit for the Company for the first quarter of 2004 was
$2.7 million, or 14.4 percent of net sales, compared to $2.2
million, or 10.6 percent of net sales in the first quarter of
2003. Gross profit for the sheet metal segment increased primarily
because of cost reduction and restructuring efforts during the
second half of 2003 and the first quarter of 2004 at the Company's
St. Charles, Missouri and Wichita, Kansas facilities. Gross profit
in the machining and technology segment increased due to higher
sales and a more favorable product mix.

Selling, general and administrative expenses, excluding
restructuring charges of $0.5 million, for the first quarter of
2004 were $3.2 million, down from $3.3 million in 2003. Budgeted
cost reductions were offset primarily by legal expenses for
preparing a C130 claim and providing information to satisfy an
administrative subpoena filed in February 2004 by the Department
of Defense against Versaform, a wholly-owned subsidiary of the
Company.

Restructuring charges during the first quarter of 2004 were $0.5
million. The Company continues to expect that these expenses will
total $0.9 million.

The loss before income taxes in the first quarter of 2004 was
($1.0) million, net of restructuring charges, a decline from
($1.5) million in the first quarter of 2003. At March 31, 2004,
LMI had $9.0 million outstanding under its $9.7 million revolving
line of credit.

"Our first quarter 2004 results fell below our budgeted targets by
$0.5 million," said Ronald S. Saks, President and CEO of LMI
Aerospace, Inc. "However, based on current customer demand and
preliminary performance estimates for the second quarter 2004 to
date, we expect to meet our budgeted targets for the second
quarter. As previously announced, our sales forecast for 2004
indicated a $3.0 million increase in our machining and technology
segment and flat sales in our sheet metal segment. We are
modifying our forecast to include a $4.0 million increase in our
machining and technology segment and a $1.0 million to $5.0
million increase in our sheet metal segment, resulting in sales of
$81 million to $85 million in 2004. We also expect gross margins
to improve from the 14.4 percent level in the first quarter of
2004 to an average of 18 percent to 20 percent for the full year.
Selling, general and administrative expense before restructuring
changes is expected to be about the same as 2003, given the added
legal costs associated with the Department of Defense
investigation and our claim against a military customer," said
Saks.

"This has been a challenging period for our management and
employee group -- our cost reduction and restructuring efforts,
together with negotiated price increases on selected products and
the winding down of a B-52 refurbishment program have set the
stage for improved performance as we progress through 2004.
Increased demand from several key customers, as well as some
improvement in production rates in the commercial aircraft,
regional and business jet, and semiconductor markets we serve,
will help us resume the growth we have been anticipating for some
time. Our employees are motivated to execute well in this
environment and, barring unforeseen economic disturbances, we
believe that these markets will continue to grow in the next two
years. We remain committed to our strategy of expanding our market
reach and improving our supply chain and distribution management
so we can better serve our customers needs," said Saks.

                    About LMI Aerospace

LMI Aerospace, Inc. is a leading supplier of quality components to
the aerospace and technology industries. The Company operates
twelve manufacturing facilities that fabricate, machine, finish
and integrate formed, close tolerance aluminum and specialty alloy
components for commercial, corporate, regional and military
aircraft, laser equipment used in the semiconductor and medical
industries, and for the commercial sheet metal industries.

                        *   *   *

As reported in the Troubled Company Reporter's April 19, 2004
edition, LMI announced that its independent certified public
accountants, BDO Seidman, LLP, has included an explanatory
paragraph in its opinion regarding uncertainty related to the
Company's ability to continue as a going concern. This conclusion
was based upon the Company's substantial losses in recent years
and uncertainty about the Company's ability to meet its financial
covenants with its primary lender.


MERDIAN & COMPANY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Merdian & Company, Inc.
        11995 FM 3083
        Conroe, Texas 77301

Bankruptcy Case No.: 04-36582

Type of Business: The Debtor is a contractor specializing in the
                  preparation of sites for construction.

Chapter 11 Petition Date: May 3, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Waldron Schneider and Todd
                  15150 Middlebrook Drive
                  Houston, TX 77058
                  Tel: 281-488-4438
                  Fax: 281-488-4597

Total Assets: $3,342,568

Total Debts:  $5,449,558

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
AT&T                          Damage in New Waverly     $273,040
Room 204 Second Floor         to fiber optic cable
440 Hamilton Ave.             on 8-22
White Plains, NY 10601

APAC - Texas                  Business                  $193,199

Texas Stretch, Inc.           Goods & Services          $182,773

CPR Services & Supplies Inc.  Business                  $144,222

Sun Coast Resources Inc       Business                  $110,985

Century Asphalt Materials     Business                   $85,895

Hodge's Bros. Inc.            Business                   $71,569

Pavers Supply Company         Business                   $44,882

McNorton Dewatering, Inc.     Goods & Services           $42,500

Romco Equipment Co.           Business                   $28,842

Municipal Pipe & Fabricating  Business                   $27,504

Conroe Concrete Ltd.          Business                   $24,821

Premium Assignment Corp.      Goods & Services           $22,581

Hertz Equipment Rental        Goods & Services           $21,036

Lewis-Quinn Construction      Business                   $20,350
Services Inc.

Service Ready Concrete, Inc.  Business                   $19,732

Godwin Pumps of America Inc.  Goods & Services           $19,678

Hartman Building              Business                   $19,430
Specialities, Ltd.

Few Ready Mix Concrete        Business                   $18,804

Recovery One, LLC             Goods & Services           $17,013


MIRANT TEXAS: Asks Court to Approve Bosque County Settlement Pact
-----------------------------------------------------------------
Mirant Texas, LP, provides electricity for sale to various
wholesale purchasers.  Mirant Texas owns about 270.813 acres of
land at FM 56, Bosque County, Texas where it operates a natural
gas powered electric generating plant.  The Plant mainly consists
of two simple cycle gas turbines each rated at 154 MW output, and
a 1x1 combined cycle generating unit that is rated at a total
output of 230 MW.  Mirant Texas earned $33,670,701 in revenues
for 2003.

Frances A. Smith, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that the Property contains buildings, structures,
fixed machinery and equipment, office space and related fixed
improvements.  In the tax year 2003, the Subject Property had a
$131,200,980 appraisal value and received a pollution control tax
exemption that reduced the valuation of the Subject Property to
$118,196,970.  The total amount of property taxes assessed
against the Subject Property in 2003, based on the 2003 Assessed
Value, was $2,255,192 of which $403,996 was due to Bosque County
and $1,851,196 was due to the Clifton Independent School
District.  Beginning February 1, 2004, those amounts have accrued
interest at the statutory rate of 1% per month.

Bosque County asserts that the amounts owed were due on or before
January 31, 2004.  The Mirant Texas Debtors assert that, pursuant
to the Bankruptcy Code, they would not have to pay the amounts
owed prior to plan confirmation.  

In April 2004, Ms. Smith reports that Mirant Texas and Bosque
County successfully reached a compromise on the amount due for
the 2003 taxes, the timing of that payment, and how taxes will be
calculated for the next seven tax years.  

By this motion, the Debtors ask the Court to approve the
Settlement Agreement between Mirant Texas and Bosque County
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

Under the terms of the Settlement Agreement, for the tax years
2004 through 2010, the Debtors will receive from Bosque County
the Tax Abatement Exemption in the amount of 60% of the Assessed
Value of the Subject Property when computing the amount of taxes
due to Bosque County.  However, the Tax Abatement Exemption is
subject to a "soft floor" of $139,000 per year.  Thus, if the
Subject Property's Taxable Value is greater than $40,667,000,
Mirant Texas will pay the greater of (i) the taxes due on the
Taxable Value of the Subject Property or (ii) $139,000.  If the
Taxable Value of the Subject Property is less than $40,667,000,
Mirant Texas will pay the lesser of (i) the actual taxes due on
the Assessed Value or (ii) $139,000.  At current tax rates,
Mirant Texas will receive tax savings over the status quo if the
Taxable Value of the Subject Property is greater than
$40,667,000.  Mirant Texas is economically indifferent if the
Taxable Value of the Subject Property is less than $40,667,000
because the taxes due under the Tax Abatement Exemption are the
same as would be paid without the Tax Abatement Exemption in
place.

The Taxable Value on the Subject Property was $118,196,670 in
2003.  Using the 2003 taxable value and the tax rate, the
Settlement Agreement would have represented a tax savings to
Mirant Texas of $242,398 for tax year 2003 alone.  Although the
actual tax savings may fluctuate from year to year depending on
the tax rate and the Appraised Value of the Subject Property,
Mirant Texas anticipates substantial tax savings for each year
the Settlement Agreement is in place.

Ms. Smith informs the Court that Mirant will pay to Bosque County
and the Clifton Independent School District the property taxes
due for tax year 2003 amounting to $2,263,496 plus interest.  
Under Texas law, property taxes constitute a secured claim that
would be paid at 100% upon the Debtors' emergence from
bankruptcy.  In the interim, interest is accruing at 1% per month
or 12% per year, which is approximately $22,000 per month total.

                Terms of the Settlement Agreement

Bosque County will provide an invoice to Mirant Texas, and Mirant
Texas will pay to the Tax Assessor-Collector of the County of
Bosque, Texas $2,263,496, plus interest as provided by Section
33.01 of the Texas Tax Code, of which $405,484 plus interest is
due to Bosque County, and $1,858,013 plus interest is due to the
Clifton Independent School District.

Upon Mirant's payment, it will receive the property Tax Abatement
Exemption, as authorized by the Texas Property Redevelopment and
Tax Abatement Act, Chapter 312 of the Texas Tax Code, from Bosque
County that will provide for a Tax Abatement Exemption subject to
these terms and conditions:

A. Tax Abatement Exemption

   Mirant Texas will receive a Tax Abatement Exemption of 60% of
   the Assessed Value of the Subject Property, as determined by
   the Bosque County Appraisal District, except as provided in
   the Settlement Agreement.

B. Term

   Mirant Texas' Tax Abatement Exemption will be for a term of
   seven years, commencing with the tax year 2004 and continuing
   through the tax year 2010.  Unless terminated sooner, the Tax
   Abatement Exemption will terminate in the tax year 2011, and
   upon termination, the Subject Property will be appraised and
   taxed as provided by the Texas Property Tax Code.

   If in any year during the Term, the amount of the Tax
   Abatement Exemption reduces the Taxable Value of the Subject
   Property so that the resulting tax assessment to Bosque
   County is less than $139,000, the amount of Mirant Texas' Tax
   Abatement Exemption will be adjusted so that the resulting
   Taxable Value of the Subject Property when multiplied by
   Bosque County's tax rate for that year results in a tax
   assessment of $139,000; provided, however, that in no
   instance will Mirant Texas' tax assessment for any tax year
   during the Term exceed the amount of taxes that would be due
   by calculating the tax assessment based on the Assessed
   Value of the Subject Property.

C. Events of Default; Termination and Recapture

   During the Term, Mirant Texas will timely pay all property
   taxes levied against the Subject Property by any taxing
   authority.  It will be considered an Event of Default if
   Mirant allows the property taxes assessed against the Subject
   Property by Bosque County or any other taxing authority to
   become delinquent, and fails to timely and properly follow the
   legal procedures for their protest or contest.

   It will be an Event of Default if Mirant's fixed machinery or
   equipment is removed from the Subject Property and is not
   replaced with fixed machinery or equipment of like value
   within a reasonable time.  It is understood and agreed that
   it will not be an Event of Default if Mirant Texas removes:

   1. Miscellaneous pieces of equipment that are not material
      to the operation of the Subject Property; and

   2. One or both of its simple cycle gas turbines each rated at
      154 MW output and associated equipment.

D. Notice of Default, Termination

   Should Bosque County determine that Mirant Texas is in
   default, it will send written notification to Mirant
   identifying the Event of Default and that if that default is
   not cured within 60 days from the date of Notice of Default,
   the Tax Abatement Exemption will terminate.  In the event
   Mirant Texas fails to cure the default within 60 days of
   receipt of Notice of Default from Bosque County, the Tax
   Abatement Exemption will terminate effective in the year of
   the Event of Default.  The taxes otherwise abated for that
   calendar year will be paid to Bosque County within 60 days
   from the date of termination.

E. Recapture

   In the event that the Tax Abatement Exemption is terminated
   due to Mirant Texas' delinquency, in addition to the
   termination and payment of abated taxes in the year of the
   termination, all taxes for all years that have been abated
   by virtue of the Settlement Agreement will be recaptured.
   Bosque County will notify Mirant Texas of the amount of all
   taxes previously abated by virtue of the Settlement
   Agreement.  The abated taxes will be delinquent if not paid
   by the first day of the next month following the expiration
   of 60 days from the date of receipt of the tax notice.  If
   the abated taxes are not paid at that time, penalty and
   interest will begin to accrue on the abated taxes in
   accordance with Sections 33.01, 33.07 and 33.08 of the Texas
   Tax Code.

F. Inspection

   Mirant Texas will allow employees and representatives of
   Bosque County to have access to the Subject Property during
   the Term of this Tax Abatement Exemption to inspect the
   Subject Property and to determine compliance with the terms
   and conditions of the Settlement Agreement.  All inspections
   will be made only upon five days' prior notice and will only
   be conducted in a manner as to not unreasonably interfere
   with the operation of the facility.  All inspections will be
   conducted in accordance with all Subject Property safety
   procedures.

G. Termination on Sale or Conveyance

   The Tax Abatement Exemption is only for the benefit of Mirant
   or any of its subsidiaries; the Tax Abatement Exemption may
   be assigned to a new owner of the Subject Property only upon
   the express written consent of the Bosque County
   Commissioner's Court.

H. Preservation of Rights

   Mirant Texas reserves its right to follow the legal
   procedures to protest or contest assessed taxes.

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)


MORTGAGE CAPITAL: S&P Affirms Low-B Ratings on 4 1998-MC-1 Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes from Mortgage Capital Funding Inc.'s series 1998-MC-1. At
the same time, the remaining ratings from the same issuer are
affirmed.

The raised ratings reflect increased credit support levels and the
seasoning of the underlying loan pool. The affirmed ratings
reflect appropriate levels of credit enhancement for the
respective ratings.

As of April 2004, the pool consisted of 227 fixed-rate mortgages
with an aggregate principal balance of $1,137 million, down from
$1,294 million since issuance. The master servicer, GMAC
Commercial Mortgage Corp., provided interim and year-end 2003 net
operating income data for 87% of the pool and year-end 2002 NOI
for 8% of the pool. Based on this information, Standard & Poor's
calculated the weighted average debt service coverage ratio at
1.58x, up from 1.51x at issuance. The calculation excludes 1.85%
of the pool, which has been defeased. To date, realized losses
have been experienced on six mortgage loans totaling $14.7
million.

The top 10 loans constitute 24.5% of the outstanding pool balance.
The weighted average DSC ratio of the top 10 loans increased to
1.48x from 1.43x, at issuance. Five of coverages on the top 10
mortgages have increased, three have declined less than 10%, and
two have experienced NOI declines in excess of 20%. Of the two
mortgages, one appears on GMACCM's watchlist and is described in
the watchlist section of this release. The other mortgage is
secured by a 723-unit multifamily property located in Las Vegas,
Nev.; the DSC ratio declined from to 1.18x from 1.57x due to
competitive pressures, which resulted in concessions to maintain
occupancy levels.

As of the April 2004 distribution date, there were four specially
serviced assets totaling $20.5 million (or 1.8% of the pool), all
of which are delinquent and constitute the only delinquent assets
in the pool. Two of the assets are 90-days delinquent totaling
$14.25 million. One is in foreclosure, with a balance of $5.4
million, and another is REO, at $811,000.

Details concerning the specially serviced assets are as follows:

     -- The 90-plus days delinquent loans are secured by retail
        and lodging properties. The retail loan has a current
        outstanding balance of $12 million and a total exposure of
        $14 million, and is secured by two properties located in
        Detroit, Michigan. The properties were formerly tenanted
        by Kmart (173,000 sq. ft.) and Builder's Square
        (110,000 sq. ft.). The loan became delinquent after Kmart
        rejected the leases in bankruptcy. A May 2003 appraisal
        valued the properties in excess of the outstanding loan
        balance. The special servicer, ARCap Special Servicing
        Inc., has requested an updated appraisal and is pursuing
        foreclosure. The 90-plus days delinquent lodging loan is
        secured by a property in Provo, Utah, with a total
        exposure of $2.4 million. The 101-room property was      
        reflagged as a LaQuinta (from Comfort Inn) in 2003. The
        property was sold without lender consent. Based on
        discussions with the special servicer, a moderate loss
        is expected upon disposition.
   
     -- The asset in foreclosure has a total balance of $5.4
        million (total exposure $6.1 million). The collateral
        includes two office buildings with a combined area of
        149,666 sq. ft. The properties, which have a receiver
        in place, are in Westlake, Ohio, and are suffering from
        occupancy levels in the low 60% range. ARCap obtained a
        September 2003 appraisal valuing the property at
        $7.6 million. Of concern to Standard & Poor's is a comment
        on the property inspection report where the inspector
        suggests the most optimally used of the properties may
        require reconfiguring or redeveloping the property. ARCap
        plans to stabilize the property and market it for sale.

     -- The REO property is a 25,448-sq.-ft. office building in
        Jackson, Mississippi, with total exposure of $891,000. A
        November 2003 property inspection ranks the property as
        "fair." Nine of 24 tenants rent on a month-to-month basis.
        A modest loss is expected upon disposition.

GMACCM reported 62 mortgages totaling $300.3 million (or 26.4% of
the pool) on its watchlist. The largest asset on the watchlist is
the third-largest loan in the pool. The $38.7 million loan is
secured by a nine-story 668,641-sq.-ft. office property, and
appears on the watchlist due to a decline in DSC. The DSC ratio as
of December 2003 was reported at 1.29x, down from 1.69 at
issuance. Built in 1920, and located in Portland, Oregon, the
office property had an occupancy level of 75% as of February
2004. Market occupancy levels for office properties in Portland
are extremely weak at 83%. The borrower has an average rental rate
of $20 per sq. ft. with a five-year term, and is currently asking
for rates of $18.00, which is below REIS' reported rates for the
area of $19.98. The remaining mortgages appear on the watchlist
for a variety of reasons. Approximately, 21% of the loans appear
on the list due to low DSC ratios (below 1.0x).

The pool has a geographic concentration in excess of 10% in
California (13.1%) and Texas (11.7%). The property type
composition of the pool includes retail (31.9%), multifamily
(31.2%), office (24.8%), lodging (6.1%), and an assortment of
other property types (6.0%).

Standard & Poor's stressed the specially serviced, watchlisted
loans in the pool that appeared to be underperforming. The
resultant credit enhancement levels support the raised ratings.
   
                        RATINGS RAISED
   
         Mortgage Capital Funding Inc.
         Commercial mortgage pass-thru certs series 1998-MC-1
   
                     Rating             Credit
         Class   To          From   Support (%)
         B       AAA         AA+         30.42
         C       AAA         A+          24.16
         D       AA+         A           23.02
         E       A+          BBB+        17.33
         F       A           BBB         16.19
   
                        RATINGS AFFIRMED
   
         Mortgage Capital Funding Inc.
         Commercial mortgage pass-thru certs series 1998-MC-1
   
         Class   Rating   Credit Support (%)
         A-1     AAA                  34.97
         A-2     AAA                  34.97
         X       AAA                      -
         H       BB+                   8.23
         J       BB                    7.09
         K       BB-                   5.95
         L       B                     3.11


NEW ERA DIE CO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: New Era Die Company
        P.O. Box 39
        Red Lion, Pennsylvania 17356

Bankruptcy Case No.: 04-02621

Type of Business: The Debtor is a service driven die
                  manufacturer.  See http://www.neweradie.com/

Chapter 11 Petition Date: April 30, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsels: Craig S. Sharnetzka, Esq.
                   Lawrence Young, Esq.
                   Countess Gilbert Andrews, P.C.
                   29 North Duke Street
                   York, PA 17401
                   Tel: 717 848-4900
                   Fax: 717 843-9039

Total Assets: $742,965

Total Debts:  $4,577,361

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Robert Gist                   Note plus interest        $917,375
1541 Randy Wolf Place
El Paso, TX 79935

Business Loan Express         Land, building,           $706,000
645 Madison Ave, 19th Fl.     Machinery & equipment
New York, NY 10022

Defined Benefit Pension Plan  Unpaid contributions      $600,000
New Era Die Company           to defined benefit
c/o Peoples Bank              plan
P.O. Box 2887
York, PA 17405

Peoples Bank                  A/R, Inventory (line      $298,371
105 Leader Heights Road       of credit)
P.O. Box 2887
York, PA 17405

Larry E. Ward                 stock buyout, non-        $204,804
                              compete, guaranty
                              fees

Larry E. Ward                 Note                      $180,000

Roy T. Collins Trust          Note                      $150,000

I.A.M. National Pension Fund  default under pension     $126,378
                              benefit plan

Alice R. Ward                 Guaranty fees              $60,900

Gail Sechrist                 Note                       $50,000

Mary Jane King                Note                       $50,000

PA Unemployment Compensation  Tax liability              $46,908
Fund

PA Dept. of Revenue           Withholding tax            $45,033

PA Dept. of Revenue           Withholding tax            $43,442

York Area Earned Income Tax   Tax liability              $33,149
Bureau

Chrysler Financial            2002 Jeep                  $31,000

PA Dept. of Revenue           Withholding tax            $27,512

Acucote, Inc.                 Trade debt                 $29,118

Progressive Serv. Die Co.     Trade bill                 $28,470

Chrysler Financial            2002 Jeep Grand            $27,000
                              Cherokee


NEW WORLD PASTA: Has Until July 9 to Complete & File Schedules
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
gave New World Pasta Company and its debtor-affiliates more time
to file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until July 9, 2004 to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States.  The Company filed for chapter
11 protection on May 10, 2004 (Bankr. M.D. Pa. Case No. 04-02817).  
Eric L. Brossman, Esq., at Saul Ewing LLP represents the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, they listed both estimated debts
and assets of over $100 million.


NORTEL: Ontario Securities Commission Issues Cease Trade Order
--------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced that the
Ontario Securities Commission (OSC) has issued a temporary order
that prohibits, effective immediately, all trading by directors,
officers and certain current and former employees in the
securities of the Company and its principal operating subsidiary,
Nortel Networks Limited (NNL). Under the procedures of the OSC,
this temporary order is expected to be replaced by a permanent
order within the next 15 days. The permanent management cease
trade order is expected to be in place until two full business
days following receipt by the OSC of all filings that the Company
and NNL are required to make pursuant to Ontario securities laws.
The Company expects that securities commissions in certain other
provinces will also issue similar orders with respect to residents
in those jurisdictions. Under the guidelines pursuant to which
this management cease trade order was issued, Nortel Networks
expects to generally provide bi-weekly updates on the affairs of
the Company.

On April 28, 2004, Nortel Networks had announced the possibility
of a management cease trade order being issued as a result of the
Company's and NNL's inability to file their financial statements
in a timely manner.

                    About Nortel Networks

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/
or http://www.nortelnetworks.com/media_center/

                         *   *   *

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.


NRG ENERGY: Agrees To Resolve Societe Generale's $35MM+ Claim
-------------------------------------------------------------
Societe Generale is the Administrative Agent and Collateral Agent  
to that certain Credit and Reimbursement Agreement, dated as of  
November 12, 1999, among certain borrowers affiliated with NRG  
Energy, the lenders party, Societe Generale and Credit Suisse  
First Boston, as an arranger.

LSP-Kendall Energy, LLC, a non-debtor subsidiary of NRG, entered  
into a Credit Agreement to finance a portion of the costs of  
owning, developing, constructing, operating and maintaining an  
1160 MW gas-fired combined-cycle electric generating facility  
located primarily in the Village of Minooka, Kendall County,  
Illinois.

In relation to the Credit Agreement, NRG entered into an Agreed  
Contingency Fund Guaranty, under which NRG guaranteed to  
contribute up to $35,000,000 in capital to the Project to fund  
costs relating to a change order.  Societe Generale claims that  
only $27,550,000 has been contributed pursuant to the Agreed  
Contingency Fund Guaranty, leaving a shortfall of at least  
$7,450,000, plus accrued but unpaid attorneys' fees, costs and  
expenses in an as yet undetermined amount.

Subsequently, in July 2003, Societe Generale filed Claim No. 358  
against NRG for $35,000,000 plus accrued but unpaid attorneys'  
fees, costs and expenses in an undetermined amount, for alleged  
obligations of NRG related to the Agreed Contingency Fund  
Guaranty.  

In its 1st Omnibus Claims Objection, the Debtors objected to  
Claim No. 358 on various grounds.

Societe Generale and NRG, together with NRG Power Marketing,  
Inc., Granite Power Partners II, L.P., Granite II Holding, LLC,  
the Borrower, and Australia and New Zealand Banking Group  
Limited, New York Branch entered into a settlement agreement to  
amicably resolve a series of issues arising under the Credit  
Agreement, the Equity Contribution Agreement, the Indemnity  
Agreement, the Agreed Contingency Fund Guaranty, and a letter of  
credit issued by ANZ in favor of Societe Generale, to secure  
NRG's performance pursuant to the Equity Contribution Agreement  
and the Indemnity Agreement.

As part of the Kendall Global Settlement Agreement, NRG and  
Societe Generale agreed that Societe Generale will have an  
Allowed Claim for $7,450,000.

All of the precedent conditions in the Kendall Global Settlement  
Agreement have been satisfied, and the parties desire to settle  
and resolve Societe Generale's Claim without further costs of  
litigation and associated risks.

Accordingly, NRG and Societe Generale stipulate and agree that:  

   (a) The Societe Generale Collateral Agent Claim will be deemed  
       to be an Allowed Claim in Class 5 for $7,450,000 and  
       Societe Generale will be entitled to receive distributions  
       based on the amount in accordance with the Plan; and

   (b) The amount of Societe Generale's Claim in excess of  
       $7,450,000 will be disallowed for all purposes; and

   (c) The portion of the 1st Omnibus Objection relating to the  
       Societe Generale Allowed Claim will be withdrawn. (NRG
       Energy Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


O'SULLIVAN IND: Appoints Robert Parker as New President & CEO
-------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pink Sheets: OSULP)
announces the appointment of Robert S. Parker as its new President
and Chief Executive Officer, succeeding Richard Davidson, who has
resigned these positions. Mr. Davidson will continue as a member
of O'Sullivan Furniture's Board of Directors and will assist
during the transition period. Mr. Parker has also been named to
the O'Sullivan Furniture Board of Directors and will also serve as
President and CEO of the company's domestic subsidiaries.

"O'Sullivan Furniture continues to move forward with several
important initiatives that are beginning to create new top line
growth and improving profitability for the company," stated
Richard Davidson, former President and CEO of O'Sullivan
Furniture. "I am proud of the initiatives that are beginning to
transform O'Sullivan Furniture into a stronger company, and I have
the highest regard and respect for Bob. He has the knowledge,
leadership and experience to take O'Sullivan Furniture to the next
level. I will continue to watch the progress of O'Sullivan
Furniture with great pride."

Mr. Parker, age 58, joins O'Sullivan Furniture from Newell
Rubbermaid, a global manufacturer and marketer of name-brand
consumer products, where he served as Chief Operating Officer of
the Sharpie/Calphalon Group since September 2003. From August 1998
through August 2003, he was Group President of Newell Rubbermaid's
Sharpie business segment. From October 1990 to August 1998, Mr.
Parker was President of Sanford Corporation, both before and after
its acquisition by Newell. As a recognized industry leader, Mr.
Parker brings decades of experience dealing with many of the
largest retailers in the world to O'Sullivan Furniture.

"Attracting a CEO candidate with the industry stature of Robert
Parker is testament to what we think is the unrealized potential
of O'Sullivan Furniture," stated Harold Rosser, member of the
O'Sullivan Furniture Board of Directors and Managing Director of
Bruckmann, Rosser, Sherrill & Co., majority equity holder of
O'Sullivan Furniture. "Bob's intimate knowledge and dealings with
many of the largest retail chains in the world will be invaluable
as he begins the process of transforming O'Sullivan Furniture into
a stronger company for the future. This appointment solidifies and
strengthens O'Sullivan Furniture's senior management team at a
critical time in the company's history."

"During the past few years, the RTA furniture industry as a whole
has been dealt many challenges," said Robert Parker, President and
CEO of O'Sullivan Furniture. "These times provide an opportunity
for O'Sullivan Furniture to build on the company's current
strengths and to continue its role as an industry leader in the
future."

                     About the Company

O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board: OSULP)
is a leading manufacturer of ready-to-assemble furniture.

At March 31, 2004, O'Sullivan Industries reported a shareholders'
deficit of $154 million compared to the $138 million deficit
recorded at June 30, 2003.


OXFORD AUTOMOTIVE: Sells Mexican Plant & Amends Credit Agreement
----------------------------------------------------------------
Oxford Automotive, Inc. announced the closing of the sale of its
manufacturing facility located in Ramos Arizpe, Mexico for
approximately $40 million (including $3 million to be held
in escrow).  Pending investment of the net proceeds in capital
assets, the company has applied the funds to reduce the amount
currently outstanding under its revolving credit facility.

The company also announced the completion of an amendment to its
revolving credit facility to modify certain financial covenants
and pricing.  The maximum availability of the amended credit
facility continues to be $60 million, subject to reserves which
may be established at the discretion of the lenders.

The company, together with its investment bankers, continues to
pursue strategic options to further optimize the value of the
company and to further increase liquidity, which may include a
sale of some or all of its assets in North America and Europe.
    
               About Oxford Automotive, Inc.

Oxford Automotive, Inc., with headquarters in Troy, Michigan, is a
leading Tier 1 supplier of specialized welded metal assemblies and
related services. The company, which is privately held, currently
has approximately 6,600 employees at 32 locations in nine
countries, including technology centers in the United States,
France and Germany.  Annual sales in 2003 were approximately $1
billion.

                     *   *   *

As reported in the Troubled Company Reporter's March 1, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Troy, Michigan-based Oxford Automotive Inc. to
'B-' from 'B'. In addition, Standard & Poor's lowered its rating
on the company's second-lien senior secured debt to 'CCC' from
'CCC+'. Oxford remains on CreditWatch with negative implications.

"The downgrade follows Standard & Poor's assessment that Oxford's
vulnerability to adverse business, financial, or economic
developments has increased, given the company's announcement that
its EBITDA will likely fall short of Standard & Poor's prior
expectations for both March fiscal years 2004 and 2005," said
Standard & Poor's credit analyst Nancy C. Messer. In addition,
Oxford faces liquidity challenges in the next 12 to 18 months,
while it prepares for the launch of a significant Mercedes program
at its new McCalla, Ala. facility. Furthermore, financial results
for fiscal 2006 remain highly dependent on the success of the new
Mercedes program launch that is scheduled for December 2004.
Oxford's financial return on the Mercedes program investment will
depend on its successful launch and implementation of production
efficiencies, as well as whether actual sales and production
levels reach the projected volumes for this vehicle. The company
estimates that fiscal 2004 EBITDA will range between $57 million
and $59 million, and that the Mercedes program will generate an
incremental $30 million of annual EBITDA after launch. Currently,
most of Oxford's EBITDA is generated in Europe.


PARMALAT: Chilean Unit Creditors Approve Sale to Bethea SA
----------------------------------------------------------
Parmalat Finanziaria SpA, in    |  Parmalat Finanziaria SpA, in
Extraordinary Administration,   |  Amministrazione Straordinaria,
communicates that the Creditors |  comunica che l'assemblea dei
Meeting of its subsidiary       |  creditori della societa
company Parmalat Chile SA       |  controllata Parmalat Chile SA
taking place on 3 May 2004      |  il 3 maggio 2004 ha approvato
approved the proposal for       |  la proposta di Convenio
Convenio Judicial Preventivo    |  Judicial Preventivo, che
that foresees the sale to the   |  prevede la vendita alla
Chilean company Bethia SA of    |  societa cilena Bethia SA del
the business of Parmalat Chile  |  complesso aziendale di
and of shares representing      |  Parmalat Chile e delle azioni
99.9% of the capital of its     |  rappresentative del 99,99%
subsidiary company Comercial    |  della sua controllata
Parmalat SA.                    |  Comercial Parmalat SA.
                                |
The final contract for the      |  Il contratto definitivo
sale of the Parmalat business,  |  di cessione del complesso
including the holding in        |  aziendale, ivi inclusa la
Comercial Parmalat SA, will be  |  partecipazione in Comercial
signed within 10 days and the   |  Parmalat SA, sara sottoscritto
final price will be destined in |  entro 10 giorni ed il prezzo
its entirety to the payment of  |  definitivo interamente
Parmalat Chile creditors.  It   |  devoluto al pagamento dei
is also foreseen that within 10 |  creditori di Parmalat Chile.
days a contract will be signed  |  E prevista, inoltre, sempre
for the licensing of the        |  entro dieci giorni, la
Parmalat brand and of Parmalat  |  sottoscrizione di un contratto
know-how by Parmalat SpA in     |  di licenza del marchio e del
Extraordinary Administration to |  know-how Parmalat tra Parmalat
Bethia SA.                      |  SpA in Amministrazione
                                |  Straordinaria e la societa
Once approved, the              |  Bethia SA.
Convenio Judicial Preventivo    |
will be final and binding for   |  Una volta passato in
all creditors.                  |  giudicato, il Convenio
                                |  Judicial Preventivo avra
The transaction, that has       |  efficacia definitiva e
been approved by Ministry of    |  vincolante per tutti i
[Productive] Activities having  |  creditori.
also been put to the            |
Surveillance Committee, will    |  L'operazione, autorizzata
secure employment levels at the |  dal Ministero delle Attivita
Chilean company, the recovery   |  Produttive, sentito il
of a portion of the credits     |  Comitato di Sorveglianza,
extended by Group companies to  |  permette la salvaguardia
Parmalat Chile, the reduction   |  occupazionale dei dipendenti
of Parmalat SpA in              |  delle societa cilene, il
Extraordinary Administration    |  recupero di parte dei crediti
debt exposure towards its banks |  vantati da societa del Gruppo
and the securing of a stream of |  creditrici di Parmalat Chile,
income from the licensing       |  la riduzione dell'esposizione
contract.                       |  debitoria di Parmalat SpA in
                                |  Amministrazione Straordinaria
                                |  nei confronti delle banche
                                |  garantite e l'assicurazione di
                                |  un flusso di proventi
                                |  derivanti dal contratto di
                                |  licenza.

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)   


PER TE CORPORATION: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Per Te Corporation
        1706 Calle Loiza Esquina Taft
        San Juan, Puerto Rico 00911

Bankruptcy Case No.: 04-04519

Chapter 11 Petition Date: April 29, 2004

Court: District of Puerto Rico (San Juan)

Debtor's Counsel: Jean-Philip Gauthier I¤esta, Esq.
                  1311 Ponce de Leon Ave., Suite 601
                  San Juan, PR 00907
                  Tel: 725-6625

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Westernbank of Puerto Rico    Mortgage                  $770,000
Edificio Westernbank,
Penthouse Mendez Vigo,
Num.19
Mayaguez, PR 00680

Kashiyama - NCO               Clothing Apparel           $41,930

Internal Revenue Service      Taxes                      $27,000

Alberta Ferreti               Clothing Apparel            $7,000

Gilar                         Clothing Apparel            $5,000

Sonia Rikiel                                              $4,815

Longchamp                     Clothing Apparel            $1,360


PG&E NAT'L: ET Debtors Enter Into Morgan Stanley Settlement Pact
----------------------------------------------------------------
NEGT Energy Trading - Gas Corporation, NEGT Energy Trading -
Power, LP, and NEGT Energy Trading Holdings Corporation are
parties to several contracts with Morgan Stanley Capital Group,
Inc.:

   (a) Natural Gas Sale and Purchase Contract, dated March 1,
       1995, as amended on May 29, 2001;

   (b) ISDA Master Agreement, Schedule and Credit Support Annex
       dated May 15, 1998, as amended on June 30, 1998, and on
       May 29, 2001;

   (c) Master Agreement including Collateral Annex, dated
       October 1, 1998, as amended on May 29, 2001, and
       December 11, 2002; and

   (d) ISDA Master Agreement including Schedule and Credit
       Support Annex, dated September 2, 1999, as amended
       on May 29, 2001 and December 11, 2002.

Gas Transmission Northwest Corporation, a non-debtor affiliate of
the ET Debtors, and Morgan Stanley, formerly known as Morgan
Stanley Dean Witter & Co., each issued certain guaranty
agreements as credit support for the Contracts.  In addition, the
ET Debtors provided additional collateral, in the form of cash,
totaling $21,360,000.  Pursuant to the terms of the Contracts,
all executory transactions under the Contracts were terminated
when the ET Debtors filed for bankruptcy.

To amicably settle all issues relating to the Contracts and the
Guaranties, the ET Debtors, GTNC and the Morgan Stanley Parties
entered into a settlement agreement.

As approved by the Court, pursuant to the Settlement Agreement,
GTNC, as guarantor, will pay Morgan Stanley Capital $4,115,187 in
full satisfaction of the ET Debtors' obligations under the
Contracts and GTNC's obligations under the Guaranties.  In
addition to the Settlement Payment, Morgan Stanley Capital will
be entitled to retain the Collateral and set it off against
outstanding claims against the ET Debtors.

By making the Settlement Payment, GTNC will become entitled to
general unsecured claims against the ET Debtors in amounts
equaling each ET Debtors' individual liability for the Settlement
Payment:

   (a) $3,701,983 against ET Gas; and

   (b) $413,204 against ET Power.

Furthermore, the ET Debtors and GTNC, on one hand, and the Morgan
Stanley Parties, on the other hand, will release each other from
all claims arising from and relating to the Contracts, including
without limitation, any avoidance or recovery claims or causes of
action.

The Settlement Agreement is warranted.  The ET Debtors are in the
process of winding down their energy trading operations and
terminating all remaining contracts, or determining whether any
contracts are susceptible to being assigned for value.  After
numerous meetings and teleconferences, the Morgan Stanley
Parties, GTN, and the ET Debtors all have agreed on the amount of
Morgan Stanley Capital's claim, which represents a compromise of
the claims asserted by the Morgan Stanley Parties and avoids the
need for further potentially costly litigation in settling these
claims.  Moreover, the allowance of GTNC's subrogation claims as
part of the Settlement Agreement will fix the amount of the GTNC
claims in each ET Debtor's claims register, and avoids the risk
of inconsistent judgments if GTNC's claims were reserved for
determination at a later date.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
21; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PHILLIPS INDUSTRIAL: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Phillips Industrial Services Corporation
        549 Long Point Road
        Mount Pleasant, South Carolina 29464

Bankruptcy Case No.: 04-05032

Type of Business: The Debtor offers Industrial Painting, Special
                  Coatings, Tank Linings, High Pressure
                  Waterblasting and any Commercial Painting
                  requirements.
                  See http://www.phillipsindsvc.com/

Chapter 11 Petition Date: April 29, 2004

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  Ivan N. Nossokoff, LLC
                  25 Cumberland Street
                  Charleston, SC 29401
                  Tel: 843-577-5292
                  Fax: 843-723-3159

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Workforce USA                                           $543,067
Post Office Box 850001
Orlando FL 32885-0132

First Federal                                           $383,727
2440 Mall Drive, Suite 100
Charleston SC 29426

Wachovia                      Lien                      $300,000
16 Broad Street
Charleston SC 29402

Labor Ready - Charleston                                $125,757

Eddie P Phillips                                         $82,874

First Federal                                            $81,806

Wachovia Visa                                            $77,673

Wachovia                                                 $76,000

Wachovia                                                 $76,000

First Federal                                            $73,895

Presidion Solutions                                      $67,004

Bank of South Carolina        Lien                       $62,668

BB&T                          UCC - Secretary of         $69,531
                              State
                              Value of Collateral:
                              $12,500
                              Net Unsecured:
                              $57,031

BB&T                                                     $54,348

First Federal                                            $50,686

First Federal                                            $50,579

Hertz Equipment Rental                                   $40,641

Sunbelt                                                  $39,298

BB&T                          UCC - Secretary of         $38,507
                              State
                              Value of Collateral:
                              $1,000

NES Rental                                               $35,782


PLEJ'S LINEN: Looks to Finley Group for Financial Advice
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, Charlotte Division, gave its nod of approval to PLEJ'S
Linen Supermarket SoEast Stores LLC, and its debtor-affiliates'
request to hire The Finley Group as consultants and financial
advisors in their bankruptcy proceedings.

The Debtors understand that Finley Group has a wealth of
experience in providing consulting and financial advisory services
in restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
Chapter 11 cases on behalf of debtors and creditors throughout the
United States.

Finley Group will provide services to the Debtors with respect to:

      i. pre-planning Chapter 11;

     ii. leading negotiations for Debtor-In-Possession financing
         facility;

    iii. leading the Debtors' restructuring initiatives;

     iv. providing expert testimony before the Bankruptcy Court
         as required;

      v. providing post-petition bankruptcy consulting services
         as required;

     vi. assisting in post-petition financial restructuring and
         plan of reorganization formulation; and

    vii. other consulting services as may be required.

The customary hourly rates charged by Finley Group's personnel
anticipated to be assigned in this case are:

         Professionals      Billing Rate
         -------------      ------------
         Partners           $285 per hour
         Associates         $200 per hour

Armand J. Carrano will maintain overall responsibility for the
engagement on behalf of Finley Group.

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


RCN CORP: Lenders Agree to Extend Forbearance Pact Until June 1
---------------------------------------------------------------
RCN Corporation (OTC Bulletin Board: RCNC) announced that the
negotiations with its senior secured lenders, members of an ad hoc
committee of holders of its Senior Notes and others on a
consensual financial restructuring of its balance sheet are
continuing. In connection with the continuing negotiations, RCN,
the Lenders and certain members of the Noteholders' Committee have
agreed to extend expiration of their previously announced
forbearance agreements until 11:59 p.m. on June 1, 2004. RCN
remains hopeful that the continuing negotiations will lead to
agreement on a consensual financial restructuring plan in the near
term, although there is no assurance this will occur.

Under the extended forbearance agreements, the Lenders and certain
members of the Noteholders' Committee have agreed not to declare
any Events of Default, which they would be entitled but not
required to do, under RCN's senior credit facilities or RCN's
senior notes, respectively, as a result of RCN not making an
interest payment on its 10-1/8% Senior Notes due 2010, its 9.8%
Senior Discount Notes due 2008, its 10% Senior Notes due 2007, and
its 11-1/8% Senior Discount Notes due 2007 and certain other
defaults.

Any acceleration of amounts due under RCN's senior credit
facilities or any of the Senior Notes would, due to cross default
provisions in RCN's indentures governing its other senior notes,
entitle, but not require, the holders of other senior notes to
declare RCN's other senior notes immediately due and payable if
they so choose. Holders of any of the Senior Notes that are not
members of the Noteholders' Committee or who have not entered into
the extended forbearance agreement are not subject to the terms of
the forbearance agreements. If acceleration of RCN's senior credit
facilities and Senior Notes were to occur, RCN would not, based on
current and expected liquidity, have sufficient cash to pay the
amounts that would be payable.

RCN's objective is to reach agreement on a consensual financial
restructuring plan during the current forbearance period. However,
if financial restructuring negotiations were to proceed beyond
that period, or were to end, RCN would need additional
forbearance, waiver and/or amendment agreements to support its
continuing operations. In addition, in the absence of an agreement
on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the
Noteholders' Committee who hold any of the Senior Notes would be
entitled, but not required, to declare RCN's senior credit
facilities and the outstanding Senior Notes, respectively,
immediately due and payable.

RCN expects any financial restructuring to be implemented through
a reorganization under Chapter 11, Title 11 of the United States
Code. Since financial restructuring negotiations are ongoing, the
treatment of existing creditor and stockholder interests in RCN is
uncertain at this time. However, the restructuring as currently
contemplated will likely result in a conversion of a substantial
portion of RCN's outstanding Senior Notes into equity and an
extremely significant, if not complete, dilution of current
equity. Accordingly, the value of the RCN's securities is highly
speculative. RCN urges that appropriate caution be exercised with
respect to existing and future investments in any of its debt
obligations or its Common Stock. As previously announced, RCN's
Common Stock became eligible for quotation on the OTC Bulletin
Board under the symbol RCNC on May 12, 2004.

Although RCN is actively pursuing discussions towards a final
agreement on a consensual financial restructuring, there can be no
assurance that such an agreement will ultimately be reached, that
RCN would be able to obtain further extensions of its forbearance
agreements with the Lenders and members of the Noteholders'
Committee or that holders of any of the Senior Notes that are not
parties to the extended forbearance agreement will not declare an
Event of Default under the Senior Notes (which would terminate the
forbearance agreement with the Lenders), or seek other remedies
available under applicable law or the terms of any of the Senior
Notes, prior to such time. RCN will continue to apply substantial
effort and resources to reaching a formal agreement on a
consensual financial restructuring while also continuing to
evaluate the best alternatives for RCN under current circumstances
and as discussions and events unfold.

For additional information about the restructuring process, please
visit http://www.rcntomorrow.com/

                    About RCN Corporation

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


REPTRON ELECTRONICS: Reorganized Company Publishes Q1 2004 Results
------------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: RPRN), an
electronics manufacturing services company, reported financial
results for its first quarter ended March 31, 2004. As previously
reported, Reptron sold certain assets of its electronic components
distribution and memory module divisions in two separate
transactions during 2003. The 2003 results have been adjusted to
reflect the remaining operations while segregating and summarizing
the electronic components distribution and memory module divisions
as discontinued operations.

Reptron filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on October 28, 2003. The
Plan of Reorganization was confirmed by the U.S. Bankruptcy Court
on January 14, 2004 and became effective on February 3, 2004
allowing the Company to emerge from bankruptcy. Expenses incurred
through the reorganization process have been segregated and
summarized as Reorganization Costs. Additionally, the difference
between the fair market value of new common stock issued and new
debt issued when compared to the debt discharged as outlined in
the Plan of Reorganization has been summarized as a Reorganization
Gain on Debt Discharge. Also, as a result of the reorganization,
January 2004 operations are presented as "Predecessor" while the
two month period ended March 31, 2004 is presented as
"Reorganized."

Reptron recorded first quarter 2004 net sales of $35.6 million, a
3.0% increase from the same period a year ago. The Company
recorded a first quarter 2004 loss from continuing operations
prior to the Reorganization Gain on Debt Discharge and
Reorganization Costs, totaling $751,000. This compares to a $2.2
million loss from continuing operations during the same period a
year ago.

During the first quarter of 2004, Reptron also recorded additional
losses from its 2003 discontinued operations, reorganization costs
and a reorganization gain on debt discharge which collectively
resulted in net earnings of $1.3 million. These items when
combined with the results from continuing operations resulted in
first quarter 2004 net earnings of $587,000 compared to a net loss
of $19.6 million, in the same period a year ago. The 2003 net loss
includes interest costs on the subordinated debt that was
extinguished in bankruptcy and losses from discontinued
operations.

Reptron's Plan of Reorganization became effective on February 3,
2004 allowing the Company to emerge from bankruptcy. The Company
is applying "fresh start" accounting to its balance sheet as of
January 31, 2004, the date of emergence for accounting purposes,
which requires valuation analysis and allocation of assets and
liabilities in the opening balance sheet of the reorganized
entity. Reptron has engaged various professionals to assist with
this valuation which is expected to be substantially complete by
June 30, 2004. Therefore, the June 30, 2004 balance sheet is
expected to reflect these allocation adjustments. Later periods
may also include finalization of such allocations.

"Reptron's restructuring activity is now substantially completed,"
stated Paul J. Plante, President and Chief Executive Officer.
Plante continued, "Our suppliers have been paid in full for all
pre-petition obligations as outlined in the Plan of Reorganization
and our new common stock began trading on March 22, 2004 under the
symbol "RPRN."

Plante concluded, "We are encouraged by signs of an improving
economy which should help to increase sales and enable profitable
operating results. We sincerely thank all customers, suppliers,
employees and investors who supported Reptron through a rapid and
successful reorganization."

At March 31, 2004, reorganized Reptron Electronics' balance sheet
shows a recovery of stockholders' equity at $15,408,000 compared
to a $35,054,000 deficit at December 31, 2003 prior to its
emergence.
                        About Reptron

Reptron Electronics, Inc. is a leading electronics manufacturing
services company providing engineering services, electronics
manufacturing services and display integration services. Reptron
Manufacturing Services offers full electronics manufacturing
services including complex circuit board assembly, complete supply
chain services and manufacturing engineering services to OEMs in a
wide variety of industries. Reptron Display and System Integration
provides value-added display design engineering and system
integration services to OEMs. For more information, please access
http://www.reptron.com/


REPTRON: Expects to File Delayed Form 10-Q No Later than Monday
---------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: RPRN), an
electronics manufacturing services company, reported that it will
file Form 12b-25 with the Securities and Exchange Commission
requesting an extension to file its first quarter 2004 Form 10-Q.
Due to the emergence from bankruptcy and the implementation of
fresh start accounting, the Company requires additional time to
complete its financial statements. The Company expects that the
Form 10-Q will be filed no later than May 24, 2004.

Reptron filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on October 28, 2003. The
Plan of Reorganization was confirmed by the U.S. Bankruptcy Court
on January 14, 2004 and became effective on February 3, 2004
allowing the Company to emerge from bankruptcy.


                       About Reptron

Reptron Electronics, Inc. is a leading electronics manufacturing
services company providing engineering services, electronics
manufacturing services and display integration services. Reptron
Manufacturing Services offers full electronics manufacturing
services including complex circuit board assembly, complete supply
chain services and manufacturing engineering services to OEMs in a
wide variety of industries. Reptron Display and System Integration
provides value-added display design engineering and system
integration services to OEMs. For more information, please access
http://www.reptron.com/


REVLON CONSUMER: S&P Affirms B- Rating with Developing Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on cosmetics manufacturer Revlon Consumer Products
Corp. At the same time, Revlon's outlook was revised to developing
from positive. The company has approximately $1.1 billion of debt
outstanding.

"The outlook revision follows Revlon's decision to postpone the
refinancing of $550 million of debt maturities due in 2005 and
2006," said Standard & Poor's credit analyst Patrick Jeffrey.
"While Revlon has demonstrated improved operating performance
during the past two quarters and has reduced leverage through an
$800 million exchange offer completed in March 2004, it will still
need to refinance these substantial issues. Furthermore, a waiver
that the company has received for covenant violations under its
bank facility will expire on Jan. 31, 2005."

As a result of this postponement, Standard & Poor's has withdrawn
its 'B' senior secured bank loan and '1' recovery rating on
Revlon's previously planned $680 million senior secured bank
facility. In addition, Standard & Poor's has withdrawn its 'CCC'
senior unsecured debt rating on Revlon's previously planned $400
million senior unsecured note offering due in 2011.

The rating on New York, New York-based Revlon reflects its
participation in the highly competitive mass-market cosmetics
industry, its high leverage, and an inconsistent operating
history. These risks are mitigated somewhat by the company's
leading position in the sector and its recent operating
performance improvement. Revlon faces two significantly larger
competitors with leading market positions, L'Oreal (Maybelline)
and Procter & Gamble Co. (Cover Girl, Max Factor).

Significant advertising and promotional investment is required in
the cosmetics industry to maintain brand image with consumers and
shelf space with key retailers. Pricing is also highly competitive
in this category. In part because of its highly leveraged capital
structure, Revlon has in the past underinvested in advertising,
promotion, and in-store merchandising presentation, and this led
to declining sales and earnings, as well as lost market share.
However, initiatives implemented during the past two years to
reverse these trends resulted in improved sales and earnings in
the fourth quarter of 2003 and the first quarter of 2004, as well
as improved market share and operating efficiencies with key
retailers. The improvements resulted from increased investments in
promotional spending, better in-store displays and merchandising,
improved pricing, and better supply-chain management.


R.G. BARRY: First Quarter Net Loss Shoots Up to $14.2 Million
-------------------------------------------------------------
R.G. Barry Corporation (NYSE: RGB) reported first quarter 2004
operating results.

For the quarter ended April 3, 2004:

   -- Net sales from continuing operation were $18.4 million,
      down from the $20.4 million reported in the first quarter of
      2003;

   -- Net loss was $14.2 million, or a loss of $1.44 per share,
      from continuing operations, compared to a net loss in the
      first quarter of 2003 of $3.9 million, or a loss of $0.39
      per share, comprised of a $3 million, or $0.30 per share,
      loss from continuing operations, and a $918,000, or $0.09
      per share, loss from discontinued operations; and

   -- The quarterly net loss includes restructuring and asset
      impairment charges totaling $8.3 million primarily related
      to the Company's phase-out of its manufacturing operations
      in Mexico.

"There were no real surprises in the first quarter results," said
Thomas M. Von Lehman, interim President and Chief Executive
Officer. "The numbers reflect the negative impact we had
anticipated from charges associated with the restructuring and
refinancing of the Company. A substantial portion of the decline
in quarterly sales was related to customer concerns dealing with
our publicly announced liquidity problem in early 2004 and to the
introduction of a more restrictive product return policy for our
retailer customers.

"The phase-out of our North American manufacturing operations is
on track and it is reflected in the restructuring and asset
impairment charges reported for the quarter. We anticipate that by
year-end 2004 R.G. Barry will begin to recognize important
infrastructure and operating cost savings as a result of the
phase-out, the outsourcing of all of our product requirements and
the reduction of selling, general and administrative costs
associated with our former business model.

"As we reported on April 2, 2004, we do not expect to report an
operating profit for 2004. We do believe, however, that the lower
infrastructure and operating costs and a more efficient supply
chain that are expected to result from the successful
implementation of our new business model should give the Company
the opportunity to return to profitability in 2005," Mr. Von
Lehman said.

Also, the company stated, "As a result of our cumulative losses,
our failure to meet a number of covenants in our prior revolving
credit agreement and the discretionary nature of our new factoring
and finance agreement with CIT, our independent auditors, KPMG
LLP, have modified their report on our 2003 financial statements
with a going concern uncertainty paragraph."


ROYAL D ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Royal D Enterprises, LLC
        P.O. Box 11159
        Rock Hill, South Carolina 29731-11159

Bankruptcy Case No.: 04-05093

Chapter 11 Petition Date: April 30, 2004

Court: District of South Carolina (Columbia)

Judge: Thurmond Bishop

Debtor's Counsel: Reid B. Smith, Esq.
                  Smith & Kiser, LLC
                  P.O. Box 5537
                  Columbia, SC 29250
                  Tel: 803-779-2255

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
York County Tax Collector                   $24,317

Days Inn Worldwide, Inc.                    $18,718

South Carolina Dept. Revenue                 $1,775


SEQUOIA MORTGAGE: Fitch Takes Rating Actions on Securitizations
---------------------------------------------------------------
Fitch Ratings has affirmed 30 classes for the following Sequoia
Mortgage Trust, mortgage pass-through certificates:

Sequoia Mortgage Trust, Trust 5, mortgage pass-through
certificates

               --Class A, AR 'AAA';
               --Class B-1 'AA';
               --Class B-2 'A';
               --Class B-3 'BBB';
               --Class B-4 'BB';
               --Class B-5 'B'.

Sequoia Mortgage Trust, Trust 6, mortgage pass-through
certificates

               --Class A, AR 'AAA';
               --Class B-1 'AA';
               --Class B-2 'A';
               --Class B-3 'BBB';
               --Class B-4 'BB';
               --Class B-5 'B'.

Sequoia Mortgage Trust, Trust 7, mortgage pass-through
certificates

               --Class A, AR 'AAA';
               --Class B-1 'AA';
               --Class B-2 'A';
               --Class B-3 'BBB';
               --Class B-4 'BB';
               --Class B-5 'B'.

Sequoia Mortgage Trust, Trust 8, mortgage pass-through
certificates

               --Class A, AR 'AAA';
               --Class B-1 'AA';
               --Class B-2 'A';
               --Class B-3 'BBB';
               --Class B-4 'BB';
               --Class B-5 'B'.

Sequoia Mortgage Trust, Trust 9, mortgage pass-through
certificates

               --Class A, AR 'AAA';
               --Class B-1 'AA';
               --Class B-2 'A';
               --Class B-3 'BBB';
               --Class B-4 'BB';
               --Class B-5 'B';

The affirmations reflect credit enhancement consistent with future
loss expectations.


SOLUTIA INC: Shutting Down Chlorobenzene Business
-------------------------------------------------
Historically, Solutia, Inc., has been the world's largest
integrated chlorobenzene manufacturer, making a range of
intermediate "building block" chemicals -- monochlorobenzene,
ortho- and para-dichlorobenzene, ortho- and para-
nitrochlorobenzene, ortho- and paranitroaniline -- used in a
large number of applications, including dyes and tints,
herbicides, pain relievers, moth balls, and rubber chemicals.  
Solutia's chlorobenzene manufacturing business is operated solely
from its William G. Krummrich Plant in Sauget, Illinois.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, relates that the Chlorobenzene Business has shown
deteriorating and disappointing financial performance in the
several years leading up to the Petition Date.  Significant
causes of these financial difficulties have been increased
competition from foreign sources in China and India, a global
oversupply of chlorobenzene and a rise in the cost of the raw
materials needed for production.  Prior to the Petition Date,
Solutia wound down and closed the "back end" of the Chlorobenzene
Business, which was primarily involved in the refinement of
chlorobenzene into more complex products, like animal feed
antioxidants and process chemicals for the rubber chemicals
industry.

The remaining "front end" of the Chlorobenzene Business involves
the initial steps in the manufacture of chlorobenzene from raw
materials -- into monochlorobenzene and dichlorobenzene -- and,
like the "back end" of the business, has operating costs that
exceed the benefits Solutia can derive from production and sales.  
The Chlorobenzene Business currently operates at a loss of
approximately $150,000 to $200,000 per week, which has been
exasperated by recent increases in benzene prices of up to 30%.

Ms. Labovitz states that in addition to Solutia's Chlorobenzene
Business, these non-debtor entities each run separate chemical
operations at the Krummrich Facility:

   (a) Astaris, LLC -- a joint venture between Solutia and FMC
       Corporation;

   (b) Flexsys America, LP -- a joint venture between Solutia and
       Akzo Nobel N.V.; and

   (c) Occidental Chemical Corporation, pursuant to operating
       agreements with Solutia.  

The Operating Agreements generally govern the relationships
between Solutia and the Krummrich Facility Guests and
specifically allocate certain "fixed costs" between the parties
for utility and other ancillary support services used by all of
them at the Krummrich Facility.  If Solutia shuts down the
Chlorobenzene Business, certain fixed costs related to operations
at the Krummrich Facility would be re-allocated from Solutia to
the Krummrich Facility Guests and would be shared among them in
accordance with the terms of the Operating Agreements.

Over the past several months, Solutia conducted a thorough review
of the benefits of its continued operation of the Chlorobenzene
Business, as compared to the effects of a complete shutdown.  
Solutia's review of operations included an analysis of potential
contract termination and rejection damages, possible employee
severance exposure and wind down costs.  Solutia estimates that
costs associated with a shutdown of the Chlorobenzene Business
would total approximately $11 million through 2006.  However,
Solutia believes that these costs would be outweighed by the
significant benefits that a closure would provide to its estate.
Solutia estimates that a shutdown of the Chlorobenzene Business
would enable it to save roughly $13 million in cash over the same
period, $7 million of which would be attributed to the
reallocation of fixed costs to the Guests under the Operating
Agreements.  Additional savings would continue from year to year
thereafter.

Ms. Labovitz points out that Solutia also considered the
potential negative effects of a shutdown on the Krummrich
Facility Guests' operations at the Krummrich Facility due to the
reallocation of fixed costs and the potential impact of the
termination.  Solutia believes that the associated risks are
minimal and can be substantially alleviated by its effort to
resolve issues related to fixed cost allocations and other issues
going forward.  

Finally, Solutia investigated the potential for additional
environmental liability as a result of a shutdown of the
Chlorobenzene Business, but does not expect the closure to
trigger any new remediation obligations.  Solutia intends to meet
its environmental obligations at the Krummrich Facility relating
to the Chlorobenzene Business both before and after shutdown, and
expects to decontaminate and decommission the equipment located
thereon.

As an alternative to closure, Solutia considered proposals for
the sale of the Chlorobenzene Business.  However, over the past
several years, Solutia has not been successful in finding a
buyer.  The fact that the business has been consistently losing
money year after year and the potential environmental liability
associated with the manufacturing of chlorobenzenes have both
hindered Solutia's ability to reach agreement with a buyer in
which the purchase price would justify a sale of the business
rather than a total shutdown of operations.  Accordingly,
Solutia has concluded that a sale of the Chlorobenzene Business
cannot be justified from a business perspective.

Based on its review of operations, Solutia concluded that the
wind down and closure of the Chlorobenzene Business would be cost
effective, even in light of potential shutdown costs and other
risks.  Solutia has begun the planning process for implementing
an effective and efficient wind down and closure of the
Chlorobenzene Business, and plans to take roughly one month to
complete the shutdown process.  This would enable Solutia to
shutdown its facilities in a safe and environmentally responsible
manner, and allow its chlorobenzene customers to transition to
alternative service providers.  The wind down period also would
give Solutia adequate time to renegotiate or terminate the
remaining miscellaneous contracts.

       Renegotiation or Termination of Related Contracts

Ms. Labovitz relates that Solutia is a party to roughly 60
contracts related to the Chlorobenzene Business, but reasonably
believes that less than a handful of them could realistically
expose its estate to termination damages in excess of $50,000.  
Solutia believes that it can successfully renegotiate or
terminate many of the contracts and reduce potential damage
claims to minimal amounts or even to zero.  Solutia estimates
that its damages exposure for these Miscellaneous Executory
Contracts could be approximately $200,000.

Many of the Miscellaneous Executory Contracts are better
candidates for renegotiation or termination than rejection.  
Certain of the Miscellaneous Executory Contracts cover several
Solutia facilities and could be renegotiated to shift Solutia's
obligations to operations other than Krummrich.  

According to Ms. Labovitz, other Miscellaneous Executory
Contracts contain provisions that may excuse Solutia's
performance upon shutdown of the Chlorobenzene Business or that
allow Solutia to terminate the contracts upon little or no
notice.  Thus, Solutia believes that it would be more cost
effective for it to renegotiate or terminate the Miscellaneous
Executory Contracts rather than to reject them.  

If Solutia needed to obtain Court approval of the renegotiation
or termination of each of the Miscellaneous Executory Contracts,
this would impose unnecessary administrative burdens on Solutia's
estate that may reduce or even eliminate the economic benefits of
Solutia's renegotiation or termination.  However, with respect to
the Miscellaneous Executory Contracts for which renegotiation or
termination is not successful or to other executory contracts for
which Solutia reasonably believes there would be significant
damage claims against the estate, Solutia would seek to modify,
terminate or reject the contracts pursuant separate motions to be
filed with the Court at a later date.

On May 4, 2004, after consulting with the Creditors Committee,
Solutia issued a notice required under the Worker Adjustment and
Retraining Notification Act to its salaried and union employees
at the Krummrich Facility whose positions would be terminated in
connection with the Chlorobenzene Business closure.  The Debtors
sought to re-institute Solutia's severance program effective as
of the Petition Date, which would permit Solutia to pay severance
obligations of the salaried employees affected by the
Chlorobenzene Business shutdown.  In addition, Solutia plans to
pay severance obligations for its union employees as required
pursuant to its collective bargaining agreement.  With respect to
third party operations at the Krummrich Facility, Solutia has
notified the Guests of the proposed wind down and closure of the
Chlorobenzene Business in accordance with the terms of the
Operating Agreements.

Pursuant to Sections 105 and 363 of the Bankruptcy Code, Solutia
asks the Court to approve the wind down and closure of the
Chlorobenzene Business and the renegotiation or termination of
the Miscellaneous Executory Contracts.

Ms. Labovitz clarifies that Solutia does not seek to abandon or
otherwise dispose of the real property, fixtures, or equipment
related to the Chlorobenzene Business at this time.  Instead,
Solutia intends to administer the property through separate
motions to be filed with the Court or under the terms of a
reorganization plan.  Likewise, notwithstanding the wind down and
closure of the Chlorobenzene Business, Solutia does not seek to
reject any executory contracts connected with their operations at
the Krummrich Facility.  Solutia intends to reject certain of
these contracts by separate motions and reserves all of its
rights until further Court action is requested.

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 INC: Agrees To Terminate Newport Centre Lease
-----------------------------------------------------
Eddie Bauer, Inc., and Newport Centre, LLC, entered into a lease,  
dated August 24, 1998, covering certain premises commonly known  
as Unit 0A63, totaling 6,165 square feet, located at the Newport  
Centre Mall in Jersey City, New Jersey.

Newport Centre has filed a prepetition claim against Eddie Bauer  
for $23,438 and a prepetition claim against Spiegel, Inc., for  
the same amount.  The Debtors' records indicate that Eddie Bauer  
owes Newport Centre a prepetition amount equal to $26,695.  The  
$3,257 increase results from year-end adjustments that have not  
yet been billed, but which Eddie Bauer calculates will be due and  
owing as prepetition amounts.  Newport Centre's records, however,  
indicate that Eddie Bauer owes Newport Centre a prepetition  
amount equal to $29,447, with the $6,009 increase also resulting  
from year-end adjustments that have not yet been billed, but  
which Newport Centre calculates will be due and owing as  
prepetition amounts.

Through March 8, 2004, Eddie Bauer is current on its postpetition  
rent obligations in accordance with Section 365(d)(3) of the  
Bankruptcy Code.

Newport Centre and Eddie Bauer wish to terminate the Lease,  
effective as of March 8, 2004.

In a Court-approved stipulation, the Parties agree that:

   (1) Newport Centre will waive the $29,447 prepetition claim
       against Eddie Bauer and will withdraw its claim against
       Spiegel on the bases that it was filed against the wrong
       debtor and is duplicative of the claim against Eddie
       Bauer.

   (2) Eddie Bauer will surrender the Premises to Newport Centre
       and as well as surrender all Eddie Bauer's right, title
       and interest in and to the Premises.  Each of the parties
       acknowledges performance of all obligations of the other
       party under the Lease or otherwise in connection with the
       Premises, and agrees that the Lease and all rights and
       obligations of the parties under it will be deemed to have
       expired and terminated fully and completely, and that the
       Lease is null and void and of no further force and effect
       as of the Termination Date.

   (3) Eddie Bauer and Newport Centre release and discharge each
       other from all manner of claims relating to or arising out
       of the Lease or the Premises, including any lease
       rejection claims, administrative expense claims or claims
       relating to Eddie Bauer's prepetition or postpetition use
       and occupancy of the Premises, provided, however, that
       Newport Centre does not release and assert any claims
       against Eddie Bauer relating to claims asserted by third  
       parties against the Newport Centre, and provided that  
       Newport Centre will not seek to recover from Eddie Bauer  
       any sums not covered by insurance.

   (4) To the extent that Newport Centre has filed or does file
       any proofs of claim with respect to the Leases or the
       Premises, Newport Centre consents to the expungement of
       these claims, with prejudice.

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)   


STEAKHOUSE: Reorganized Restaurant Operator Posts Q1 Losses
-----------------------------------------------------------
Steakhouse Partners, Inc. (Pink Sheets: STKP) announced financial
results for the first quarter ended March 30, 2004.

The results for the period include revenues and losses associated
with four restaurants, which were sold during the period as a part
of the Company's emergence from bankruptcy on December 31, 2003,
which have been disclosed separately in the financial statements.
The revenues for the first quarter of 2004 including all stores
were approximately $14.2 million. Normal comparisons cannot be
readily made between quarters (2004 versus 2003), as the Company
disposed of 20 units between the end of the first quarter of 2003
and the end of the first quarter of 2004.

The 25 core restaurants held by Steakhouse Partners had sales of
approximately $13.6 million for the first quarter, a comparable
increase of 4.3% over same store sales from the previous year's
first quarter. The gross margin generated by the core units
increased to 10.5%, an increase of 28% over the same stores in the
first quarter of 2003.

The net loss for the first quarter, including the revenues and
losses of the disposed restaurants was $113,227 or ($.02) per
share. Adjusting for discontinued units (and two prior period,
non-recurring adjustments of $134,706), the results of the core
restaurants would have reported net earnings of slightly more than
$.06 per share.

Chairman and CEO A. Stone Douglass said, "Our company and its
almost 1700 employees are pleased to finally leave behind the
almost two year reorganization process. The disposal of the last
four restaurants as a part of our emergence from bankruptcy
reorganization will allow Steakhouse Partners to focus on its
basic business and allow for meaningful quarterly comparisons in
the future."

Mr. Douglass continued, "Our profitable core units achieved
positive same store sales increases for the first time in over
five years. We are proud of the results our core restaurants
achieved in our first quarter after reorganization. These results
were realized in spite of the daily challenges facing our
business, such as increased food, labor and insurance costs."

               About Steakhouse Partners, Inc.

Steakhouse Partners, Inc. owns and operates 25 steakhouse full-
service restaurants located in 8 states. The restaurants
specialize in complete steak and prime rib meals, and also offer
fresh fish and other lunch and dinner dishes. The Company serves
approximately 3 million meals annually and operates principally
under the brand names of Hungry Hunter, Hunter Steakhouse,
Mountain Jack's and Carvers. Steakhouse Partners emerged from
bankruptcy on December 31, 2003.

                        *   *   *

As previously reported, the Company emerged from bankruptcy on
December 31, 2003 pursuant to a plan of reorganization approved by
order of the United Stated Bankruptcy Court for the Central
District in California -- Riverside Division. As a result of the
Plan of Reorganization, all shares of the Company's common stock,
preferred stock, stock options and warrants outstanding as of
December 31, 2003 were  cancelled and no longer exist. On
March 22, 2004, 4,500,000 shares  of the Company's "new" common
stock were issued in connection with  the Company's emergence from
bankruptcy. As of the date hereof, the only validly issued and
outstanding shares of the Company's common stock are those, which
have been issued by the Company since March 22, 2004 and trade
under the symbol "STKP.PK".

Steakhouse Partners filed for Chapter 11 protection on
February 15, 2002, in the U.S. Bankruptcy Court for the Central
District of California, Riverside (Bankr. Case No. 02-12648).


TRICO MARINE: Missed Interest Payment Prompts S&P's D Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Trico Marine Services Inc. to
'D' and removed the ratings from CreditWatch with negative
implications.

Houma, Lousiana-based Trico has about $400 million of debt.

"The rating action follows the failure of Trico to make the
May 15, 2004 interest payment due on its $250 million senior
unsecured notes due 2012," said Standard & Poor's credit analyst
Paul B. Harvey.

In its May 10 announcement, Trico said it planned to use the 30-
day grace period provided by the notes to continue the study of
strategic alternatives for the company, including the possible
restructuring or refinancing of the senior notes. If Trico makes
the interest payment within the grace period, Standard & Poor's
would reevaluate its ratings and outlook on the company at that
time.


UNUMPROVIDENT CORP: S&P Rates $300MM 8.25% Senior Debt at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior debt
rating to UnumProvident Corp.'s (NYSE:UNM) $300 million, 8.25%
adjustable conversion rate equity security units.

The equity units consist of a stock purchase contract and a senior
note. The notes mature in May 2009, two years following the
mandatory equity purchase. The offering follows a significant
reinsurance transaction, which will eliminate some of the downside
exposure on the company's closed block of older individual
disability insurance business. The proceeds of the issuance are
expected to be used to fund the cost of this reinsurance
transaction, reduce holding-company debt, and increase liquidity.

"The rating reflects concerns about the company's risk controls
and valuation practices, given significant reported earnings
volatility and reserve charges over the last several quarters,"
noted Standard & Poor's credit analyst Rodney A. Clark. "Somewhat
offsetting these factors are strong capital adequacy following
several recent capital initiatives, substantial scale and market
penetration in the group and individual disability insurance
areas, and an improved investment risk profile."

Given that a portion of the proceeds will be used to repay debt,
this issue will only modestly increase financial leverage, which
should remain less than 45% (excluding FAS 115 and goodwill).
Fixed-charge coverage is expected to improve to about 5x by 2005.
Pretax operating margins for full-year 2004 are expected to be
about 10% before one-time items, with modestly negative GAAP net
income for the full year, including special charges.


VITAL BASICS: Gets Nod to Retain Marcus Clegg as Attorneys
----------------------------------------------------------
Vital Basics, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Maine to employ and retain
Marcus, Clegg & Mistretta, P.A. as its bankruptcy attorneys in its
chapter 11 proceeding.

The Debtors expect Marcus Clegg to render services including:

   (a) analysis of the Debtor's financial situation and advice
       and assistance to the Debtor in determining whether to
       file a petition under Chapter 11 of the Code;

   (b) preparation and filing of the Debtor's Petition,
       Schedules, Statement Of Financial Affairs, amendments to
       the foregoing, and all other documents and pleadings
       required by this Court, the Bankruptcy Code, the Federal
       Rules of Bankruptcy Procedure and/or the Local Rules of
       this Court;

   (c) representation of the Debtor at the first meeting of
       creditors and in response to individual creditor
       inquiries;

   (d) representation of the Debtor in the purchase and sale of
       any of its assets;

   (e) development of the Debtor's plan of reorganization,
       analysis of the feasibility of any such plan, negotiation
       and drafting of the plan and any disclosure statement,
       response to objections to the adequacy of the disclosure
       statement and to confirmation of the plan;

   (f) review and evaluation of the Debtor's executory contracts
       and unexpired leases, and representation of the Debtor
       with respect to any motions to assume or reject such
       contracts and leases;

   (g) representation of the Debtor in connection with any
       adversary proceedings or automatic stay litigation which
       may be commenced in these proceedings;

   (h) analysis of the Debtor's cash flow and business
       operations, advice to the Debtor regarding its
       responsibilities as a debtor in possession and its post-
       petition financial operations, negotiation of any
       borrowing and cash collateral stipulations which may be
       required, furnishing of financial information to the
       United States Trustee's Office and to any committee
       appointed pursuant to Section 1102 of the Code;

   (i) review and analysis of various claims of the Debtor's
       creditors and the treatment of such claims;

   (j) representation of the Debtor regarding post-confirmation
       operations and consummation of any plan of
       reorganization;

   (k) representation of and advice to the Debtor with respect
       to general corporate law matters and general business law
       issues;

   (l) representation of the Debtor's wholly owned subsidiary,
       Vital Basics Media, Inc., in its simultaneously filed
       Chapter 11 proceedings; and

   (m) general representation of the Debtor and its subsidiary
       during these bankruptcy proceedings.

The Debtor will employ Marcus Clegg under a $150,000 general
retainer.  The Debtor will pay the firm its current standard
hourly rates.  Specific hourly rates are however not disclosed.
George J. Marcus, Esq., will lead the team in this engagement.

Headquartered in Portland, Maine, Vital Basics, Inc.
-- http://www.vitalbasics.com/-- is engaged in the business of  
Sales, through direct consumer marketing and at retail, of
nutraceutical and related products throughout the United States
and Canada. The Company filed for chapter 11 protection along with
its debtor-affiliate, Vital Basics Media, Inc., on
May 10, 2004 (Bankr. D. Maine Case No. 04-20734).  When the
Debtors filed for protection from their creditors, Vital Basics,
Inc., listed $6,291,356 in total assets and $16,314,589 in total
debts; Vital Basics Media, Inc., listed total assts of $378,308
and total debts of $179,242.


VISTA GOLD: May Require More Capital to Meet Bond Obligation
------------------------------------------------------------
Vista Gold Corp. (Amex: VGZ; TSX) announced its financial results
for the quarter ended March 31, 2004, as filed on May 17, 2004,
with the US Securities and Exchange Commission in the
Corporation's Quarterly Report on Form 10-Q.  

For the quarter ended March 31, 2004, Vista reported a
consolidated net loss of US$1.1 million or US$0.08 per share
compared to the quarter ended March 31, 2003, consolidated net
loss of US$0.8 million or US$0.07 per share.

Net cash used for operations in the quarter ended March 31, 2004,
was US$0.4 million compared to US$0.7 million for the same period
in 2003.  Net cash used in investing activities in the quarter
ended March 31, 2004, was US$2.4 million compared to US$0.8
million in the same period 2003.  The increased spending in
investing activities was primarily due to US$2.3 million paid into
the reclamation bond account for the Hycroft mine in Nevada.

The Corporation received net cash from financing activities of
US$2.2 million in the quarter ended March 31, 2004, compared to
US$3.3 million for the same period in 2003.  The US$2.2 million
proceeds in the 2004 period were all from the exercise of
warrants.  During the same period in 2003, the Corporation raised
US$2.9 million in net proceeds from a private placement and
US$0.4 million from the exercise of warrants.

The financial position of the Corporation included current assets
at March 31, 2004, of US$5.4 million compared to US$6.5 million at  
December 31, 2003, and total assets of US$27.5 million at March
31, 2004, compared to US$26.3 million at December 31, 2003.

Current liabilities were US$0.4 million at March 31, 2004,
compared to US$0.4 million at December 31, 2003.  Total
liabilities at March 31, 2004, were US$4.6 million compared to
US$4.6 million at December 31, 2003, and shareholders' equity was
US$22.9 million at March 31, 2004, compared to US$21.7 million at
December 31, 2003.

The Corporation's working capital as of March 31, 2004, was
US$4.9 million compared to US$6.1 million at December 31, 2003.  
From March 31, 2004, through April 30, 2004, approximately
US$628,443 has been obtained from the exercise of warrants issued
during previous private placements.  

In order for the Corporation to continue its growth strategy and
meet the final bond payment for its Hycroft mine in Nevada which
is due in December 2004, it may be necessary for the Corporation
to raise additional capital through private placements or sale or
joint venture of certain of its assets.    
    
The annual general meeting of the Corporation's shareholders was
held on May 10, 2004.  Re-elected to the Board of Directors for a
one-year term were John M. Clark, Ronald J. McGregor, C. Thomas
Ogryzlo, Robert A. Quartermain and Michael B. Richings.
PricewaterhouseCoopers was re-appointed independent auditor.
    
Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources.  Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development.  The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Hycroft and Wildcat projects in Nevada, the Long
Valley project in California, the Yellow Pine project in Idaho,
the Paredones Amarillos and Guadalupe de los Reyes projects in
Mexico, and the Amayapampa project in Bolivia.

As reported in the Troubled Company Reporter's April 1, 2004
edition, Vista Gold's Form 10-K as of December 31, 2003 contained
a going concern qualification from the Corporation's independent
auditors.


WOMEN FIRST: Taps Latham & Watkins as Lead Bankruptcy Counsel
-------------------------------------------------------------
Women First Healthcare, Inc., is asking the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Latham &
Watkins LLP as lead bankruptcy counsel in its chapter 11
proceeding.

Latham & Watkins has served as principal corporate, regulatory and
securities counsel to the Debtor since approximately February 1998
and intends to continue representing the Debtor in its bankruptcy
case.

Latham & Watkins is expected to:

   a) advise the Debtor of its powers and duties as a debtor-in-
      possession in the continued operation of its business and
      management of its properties;

   b) assist, advise and represent the Debtor in its
      consultations with creditors regarding the administration
      of this case;

   c) provide assistance, advice and representation concerning
      the preparation and negotiation of a plan and disclosure
      statement and any asset sales or other transactions
      proposed in connection with this chapter 11 case;

   d) provide assistance, advice and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtor that may be required;

   e) represent the Debtor at hearings on matters pertaining to
      its affairs as a debtor-in-possession;

   f) prosecute and defend litigation matters and such other
      matters that might arise during and related to the chapter
      11 case, except to the extent that the Debtor has employed
      or hereafter seek to employ other counsel with respect to
      such matters;

   g) provide counseling and representation with respect to the
      assumption or rejection of executory contracts and leases
      and other bankruptcy-related matters arising from this
      case; and

   h) perform such other legal services as may be necessary and
      appropriate for the efficient and economical
      administration of this chapter 11 case.

Latham & Watkins will bill the Debtor its current hourly rates of:

         Professionals        Billing Rates
         -------------        -------------
         Partners             $425 - $795 per hour
         Associates           $205 - $520 per hour
         Law Clerks           $205 - $265 per hour
         Paralegals           $110 - 265 per hour

The professionals expected to be most active in this retention
are:

   Professionals         Designation       Billing Rate
   -------------         -----------       ------------
   Robert A Klyman       Partners          $595 per hour
   Robert E. Burwell     Partners          $450 per hour
   Scott K. Milsten      Associates        $385 per hour
   Jonathan S. Shenson   Associates        $375 per hour
   Eric D. Brown         Associates        $315 per hour
   Jeffrey D. Diener     Associates        $295 per hour
   Jennifer L. Barry     Associates        $235 per hour
   Colleen M. Greenwood  Paralegals        $175 per hour

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


* Elliott Management Commends 3rd Circuit's Recusal Decision
------------------------------------------------------------
Elliott Management Corporation issued a statement regarding the
decision by the United States Court of Appeals for the Third
Circuit recusing Judge Alfred Wolin in the Chapter 11 cases of
Owens Corning, W.R. Grace & Co. and USG Corporation. Kensington
International and Springfield Associates, which are managed by
Elliott Management and are the largest creditors of Owens Corning,
sought Judge Wolin's recusal in October 2003 upon discovering
conflicts of interest among Judge Wolin's advisors. Kensington and
Springfield's recusal motion was supported by the agent bank for a
$1.6 billion lending syndicate. Parallel recusal motions were
filed by USG, the official USG commercial creditors' committee,
and the largest creditors of W.R. Grace.

In its statement, Elliott Management said:

"The Court of Appeals has upheld two fundamental precepts of the
American judicial system -- transparency and neutrality. The
decision will help to safeguard the public's confidence in our
courts. The Court of Appeals found:

     "The record reveals that the Advisors' conflict, which cannot       
      at this stage be disassociated from Judge Wolin as well as
      the ex parte meetings that the Advisors and Judge Wolin
      participated in, reveal an abuse of discretion that requires
      disqualification.  If these circumstances were revealed to a
      reasonable person, it would undoubtedly lead to a perception
      that Judge Wolin's impartiality might be seriously
      questioned."


"Far from creating delay, we anticipate that Judge Wolin's recusal
will finally open the way for a fair and expeditious resolution to
the Owens Corning case. The Company has been in bankruptcy for
three and one-half years, yet no substantive decisions have been
issued; no asbestos bar date has been set; no steps have been
taken to litigate the value of the asbestos claims; and no steps
have been taken to recover hundreds of millions of dollars
management paid to tort lawyers on the eve of bankruptcy. We hope
that a new District Judge, unburdened by conflicted advisors and
mediators, will create the level playing field without which no
fully consensual resolution will be reached.

"Unfortunately, ethical lapses such as those uncovered in the
Owens Corning, W.R. Grace and USG cases seem rampant in asbestos
bankruptcy cases. The Court of Appeals' decision will hopefully
encourage the media, other courts, and prosecutors to identify and
pursue similar abuses in these and other cases. As Professor
Lester Brickman of Cardozo Law School stated in a recent speech:

     "An increasing amount of asbestos claiming is now being
      channeled through the bankruptcy process where such
      proceedings are largely insulated from public view.  The
      issues are complex and newspaper coverage fails to inform
      the public of what is occurring, which, in plainest terms,
      amounts to a perversion of legal process.  ...  No matter
      how inculpatory [the] evidence, the civil justice system is
      simply incapable of penetrating the inner sanctum of
      asbestos trusts.  The only way that evidence could be
      accessed would be through investigative grand jury processes
      which will only come about if there is a public outcry.'

"Often the victims of these improprieties are worthy asbestos
victims themselves. For example, the bankruptcy reorganization in
Combustion Engineering would permit asbestos claimants who are not
sick to recover more than 95 cents on the dollar while paying many
cancer victims far less. No wonder, then, that 291 cancer victims
have appealed to the Third Circuit to block that reorganization.
Similarly indefensible discrimination in the ACandS bankruptcy
case led Bankruptcy Judge Newsome to reject a bankruptcy plan that
favored some tort lawyers' clients over others'. As Judge Newsome
stated:

     "...[I]t is fundamentally unfair that one claimant with non-
      symptomatic pleural plaques will be paid in full, while
      someone with mesothelioma [a deadly form of cancer] runs the
      substantial risk of receiving nothing. Both should be
      compensated based on the nature of their injuries, not based
      on the influence and cunning of their lawyers.  The court is
      informed that other judges have confirmed plans with such
      discriminatory classifications.  This judge cannot do so in
      good conscience."

"Conduct that would normally be considered out of the question
seems commonplace in asbestos bankruptcies. To give a few
examples:

     *   In five asbestos bankruptcies, not only did Judge Wolin
         appoint  advisors with full knowledge of their
         conflicting interests, he failed to comply with well-
         established requirements for disclosing those conflicts.

     *   In the W.R. Grace case, the company sought to appoint one
         of Judge Wolin's advisors to serve as a zealous advocate
         for future asbestos claimants.

     *   In the Combustion Engineering bankruptcy, the company's
         parent agreed to pay a $20 million fee to its adversary,
         plaintiffs' attorney Joe Rice, for negotiating the
         reorganization plan.  When the bankruptcy judge ruled
         that fee to be unethical unless Mr. Rice obtained his
         clients' consent, Mr. Rice instead appealed to
         Judge Wolin, who allowed the fee to be paid.

     *   In the ACandS case, the company's claims-processing agent
         -- the firm that evaluates asbestos claims -- failed to
         disclose that it had subcontracted its services, and $2.4
         million of its fees, to a company having the same address
         as Mr. Rice's firm and run by a paralegal purportedly on
         leave from Mr. Rice's firm.  When this information came
         to light through court-ordered discovery, Judge Newsome
         found that 'willful concealment' had occurred,
         disqualified the claims-processing firms, and ordered
         them to disgorge their fees.

"The asbestos crisis that is unique to America, and that has
during the last four years invaded our bankruptcy process, lends
credence to the adage that 'the only thing necessary for the
triumph of evil is for good men to do nothing.' We are heartened
by the principled stances of the Third Circuit and Judge Newsome,
and hope that their unwillingness to let expediency overwhelm
integrity will be followed by other judges."

             About Elliott Management Corporation

Elliott Management Corporation manages Elliott Associates, L.P.
and Elliott International, L.P., which have $4 billion of capital.
Founded in 1977, Elliott Associates is one of the oldest hedge
funds under continuous management. The Elliott funds' investors
include large institutional investors, high-net-worth individuals
and families, and employees of the firm.


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

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

May 20-22, 2004
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Astor Crowne Plaza, New Orleans
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 10-12, 2004
   ALI-ABA
      Chapter 11 Business Reorganizations
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 14-15, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Advanced Education Workshop
          Toronto Univesity, Toronto Canada
             Contact: 312-578-6900 or www.turnaround.org

June 24-25, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Seventh Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
Companies
            The Millennium Knickerbocker Hotel - Chicago
               Contact: 1-800-726-2524; 903-592-5168;
dhenderson@renaissanceamerican.com  

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
                  Contact: 1-800-726-2524; 903-592-5168;
dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.
             

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***