TCR_Public/040524.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 24, 2004, Vol. 8, No. 101

                           Headlines

360NETWORKS INC: Court Amends Action Discovery Dates
ADELPHIA BUSINESS: Inks Stipulation Amending Qwest Corp. Agreement
AIR CANADA: Achieves Cost Realignment Target with CAW Agreement
ALTERNATIVE FUEL: Will Deliver Plan to Creditors by Month-End
ARI NETWORKS: Stockholders' Deficit Tops $7 Million at April 30

ASPEN GROUP: OSC Imposes Cease Trading Order on Filings Failure
AVIATION & GENERAL INSURANCE: Section 304 Petition Summary
BMC INDUSTRIES: Receives Bank Waiver Through July 15, 2004
BUFFETS HOLDINGS: S&P Rates $132MM Senior Discount Notes at CCC+
CABLETEL COMMUNICATIONS: AMEX Halts Shares Trading Pending Review

CHESAPEAKE ENERGY: S&P Rates New $300M Sr. Unsecured Notes at BB-
CLAREMONT PROJECT: Case Summary & 11 Largest Unsecured Creditors
CORPORACION DURANGO: Section 304 Petition Summary
COVANTA TAMPA: Asks Court to Set June 25 as Admin. Claims Bar Date
CREDIT SUISSE: Fitch Affirms Low-B Ratings on 6 2002-CP5 Classes

DAN RIVER: Bankruptcy Delays Annual Report Filing with SEC
DENNY'S CORP: Trafelet Entities' Equity Stake Increases to 7.55%
DIRECTV LATIN: Wants Court to Nix Eight Claims Citing No Liability
DND TECHNOLOGIES: March 31, 2004 Deficit Stands at $3.3 Million
DONINI INC: Investment Group Commits to Lend $1 Million

DVI: Fitch Puts Equipment Securitizations on Rating Watch Negative
EAGLE WEST: Court Okays $1.7M Sale to Telecommunication Products
ENRON CORPORATION: Mariner Energy Wins Bid for MEGS, LLC
ERN LLC: Asks Court Approval to Pay ISOs' Prepetition Claims
FEMONE INC: Addresses Unauthorized Berlin Stock Exchange Listing

FLEMING: GE Capital Agrees to Extend $250 Million Exit Facility
FLEMING COS: Without an Auditor, Can't File Annual Reports
FLEMING COMPANIES: Court Won't Okay Consultant's Pre-Hire Work
FLINTKOTE COMPANY: Futures Rep. Hires Young Conaway as Counsel
FOSTER WHEELER: Secures Feed Contract from Bahrain National Gas

GLOBAL CROSSING: Centillion Presses for $1M Settlement Payment
GREENPARK FRANKLIN: Case Summary & 5 Largest Unsecured Creditors
GREENWICH CAPITAL: Fitch Gives Low-B Ratings to 6 2002-C1 Classes
HANSCO TECHNOLOGIES: Voluntary Chapter 11 Case Summary
HERBST GAMING: S&P Upgrades Corporate Credit Rating to B+ from B

HIGH FALLS: Fails to Pay $140,000 Quarterly Interest to Genesee
ITC DELTACOM: Kingdom Capital Reports 6.93% Equity Stake
IT GROUP: Committee Objects to Six Big Administrative Claims
J.P. MORGAN: Fitch Assigns Low-B Ratings to 6 2004-C2 Classes
JLG INDUSTRIES: Strong Product Demand Drives Revenues up 55%

KAISER: Asks Court to Approve $1.05M Gramercy Alumina Break Up Fee
LA COMMUNITY: Court Names Golden as Receiver & Okays Wage Payment
LASERSIGHT: Confirmed Chapter 11 Plan Passes Control to DIP Lender
LONG BEACH MORTGAGE: Fitch Downgrades Class BF Rating to BB-
LUCENT: Internal Control Deficiencies Found in China Operations

MERISANT WORLDWIDE: Commences Tender Offer for 12-1/4% Sr. Notes
MIRANT CORP: Examiner Applies to Retain Gardere Wynne as Counsel
NAVISTAR INT: Turns Profitable in Quarter Ending April 30, 2004
NRG ENERGY: Sells Batesville Plant to Complete Energy Partners
ONLINE POWER SUPPLY: Case Summary & Largest Unsecured Creditors

OWENS CORNING: Hendricks to Buy Virginia Property for $900,000
PARMALAT GROUP: U.S. Committee Wants to Examine Citigroup
PG&E NATIONAL: Court Directs NEG to Pay Noteholders' Professionals
RESIDENTIAL ASSET: Fitch Assigns Low-B Ratings to 4 Classes
RURAL/METRO: Seattle VA Hospital Renews Exclusive Ambulance Pact

S B S AND COMPANY: List of 20 Largest Unsecured Creditors
SAXON ASSET: Fitch Takes Various Rating Actions on 28 Classes
SECURITY ASSET: Case Summary & 20 Largest Unsecured Creditors
SPEIZMAN INDUSTRIES: Case Summary & 42 Unsecured Creditors
STEAKHOUSE: GRI Fund & George Rich Disclose 18% Equity Stake

STELCO: Comments on Government's Motion for a Conciliation Officer
SUNDANCE INT'L: Case Summary & 4 Largest Unsecured Creditors
SUNNY DELIGHT: S&P Assigns BB- Corporate Credit Rating
TIAA CMBS: Fitch Assigns Low-B Ratings to 6 Series 2001-C1 Classes
TORPEDO SPORTS: Talking to VP Sports to Buy Liquidating Subsidiary

TRANSWESTERN PIPELINE: Fitch Affirms B+ Senior Debt Rating
TRITON CDO: S&P Places Class B's CCC+ Rating on Watch Negative
YCO HOLDINGS: Files for Chapter 7 Protection in S.D. Texas

* Gardner Carton & Douglas Adds Thirteen Healthcare Lawyers
* Sidley Consolidates London Offices & Moves to Woolgate Exchange

* BOND PRICING: For the week of May 24 - 28, 2004

                           *********

360NETWORKS INC: Court Amends Action Discovery Dates
----------------------------------------------------
Judge Gropper adjusted the current deadlines for avoidance action
discovery in 360networks inc.'s chapter 11 case:

   * Final Discovery Cutoff Dates for:

     -- Category 1 Avoidance Actions to September 14, 2004; and
     -- Category 2 Avoidance Actions to July 9, 2004; and

   * Final Filing Deadlines for:

     -- Category 1 Avoidance Actions to October 31, 2004; and
     -- Category 2 Avoidance Actions to September 28, 2004.

The Court will hold a pretrial or status conference on July 7,
2004 at 10:00 a.m. to assess the status of and address any
unresolved issues relating to any still pending Avoidance
Actions, without prejudice to any party's right to seek a
judicial determination of any issue before the date in accordance
with applicable rules and procedures.  Absent further Court
order, no defendant in any Avoidance Action is required to attend
the Status Conference.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber  
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.  
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


ADELPHIA BUSINESS: Inks Stipulation Amending Qwest Corp. Agreement
------------------------------------------------------------------
Pursuant to a certain agreement, Qwest Corporation sold to
Adelphia Business Solutions Long Haul, L.P., all rights, title,
and interest in two conduits on a multiple conduit system being
constructed for Qwest in Columbus, Ohio.

Qwest agreed, for a period of 20 years, to reimburse ABIZ for any
tax obligations it incurred with respect to ownership of the
Conduits.  Qwest is also obligated, for a period of 20 years, to
perform scheduled maintenance on the Conduits.

At the time the Agreement was executed, only a portion of the
Conduits under construction were completed.  As a result, Qwest
provided to ABIZ bills of sale acknowledging the transfer of only
those completed portions.  ABIZ never received from Qwest the
bills of sale for the remaining portions of the Conduits
reflecting ABIZ's title to the Conduits.

Qwest has advised ABIZ that it desires to assign to MetroDuct
Systems, LLC, its maintenance obligations arising under the
Agreement.

To resolve the outstanding Conduit title issues and effectuate
the assignment of Qwest's Maintenance Obligations to MetroDuct,
the parties agree that:

   (a) The Agreement is amended for ABIZ to assume the obligation
       to pay the Conduit Taxes and release Qwest from any
       further liability for the payment of those obligations.
       In exchange, ABIZ will receive a one-time off-set or
       credit of $250,000 to be applied against ABIZ's next
       quarterly payment due to Qwest for an unrelated
       maintenance obligation arising under a separate agreement;
       and

   (b) ABIZ will release Qwest from any of its remaining
       Maintenance Obligations and consent to the transfer of
       the Maintenance Obligations to MetroDuct.

The Court approves the stipulation.

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc., now known as TelCove -- http://www.adelphia-
abs.com/ -- is a leading provider of facilities-based integrated
communications services to businesses, governmental customers,
educational end users and other communications services providers
throughout the United States.  The Company filed for Chapter 11
protection on March March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-
11389) and emerged under a chapter 11 plan on April 7, 2004.  
Harvey R. Miller, Esq., Judy G.Z. Liu, Esq., Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $ 2,126,334,000 in assets and $1,654,343,000 in debts.
(Adelphia Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AIR CANADA: Achieves Cost Realignment Target with CAW Agreement
---------------------------------------------------------------
Air Canada announced that it has reached a tentative agreement on
cost realignment with the CAW Airline Division, which represents
approximately 5,000 customer sales and service agents and crew
schedulers at Air Canada. The agreement, subject to ratification
by union membership, meets the target set for CAW's share of
$200 million in cost savings. With agreements in place with all
unions, Air Canada has now satisfied the outstanding conditions in
the Deutsche Bank Standby Purchase Agreement and the GE Capital
Aviation Services Global Restructuring Agreement.

"The CAW faced some difficult issues, and we are pleased to have
reached an agreement in time to meet the conditions of both the
Deutsche Bank and GECAS agreements," said Robert Milton, President
and CEO of Air Canada. "I salute all our unions for their
leadership and resolve to make tough decisions and do what it
takes to get Air Canada on the road to competitiveness, growth
and profitability. It has been a stressful time for all our
employees and I thank them for their professionalism and continued
focus on taking care of our customers.

"The labour cost realignments in addition to the restructuring of
supplier contracts and aircraft leases effectively reduce Air
Canada's operating costs by approximately $2 billion. With lower
operating costs and our continued focus on bringing online new
technology to further automate and simplify our customers' travel
experience, we have successfully transitioned to a new business
model that will allow us to compete effectively and profitably in
the new market reality. The tremendous work accomplished in the
past few weeks gives us the momentum to move forward with  
confidence towards an emergence from CCAA in the fall.

"For Air Canada's customers it remains business as usual as it has
been throughout the restructuring. On behalf of all the people of
Air Canada, I thank our customers for the unwavering loyalty they
have demonstrated throughout the restructuring. We will work to
earn their ongoing support with commitment to excellent service
and - as always - an uncompromising focus on safety."

Tentative agreements were previously reached with all other unions
representing Air Canada employees: the International Association
of Machinists and Aerospace Workers, the Air Canada Pilots
Association, the Canadian Airline Dispatchers Association, and the
Canadian Union of Public Employees. Tentative agreements have also
been reached with all unions representing Air Canada Jazz
employees: the Airline Pilots Association, CALDA, CAW, and
Teamsters Canada. Air Canada management and non-unionized staff
have also contributed their share of the $200 million cost
savings.

On May 14, 2004, Air Canada and The Office of the Superintendent
of Financial Institutions reached an agreement which satisfies the
pension funding relief condition in the Deutsche Bank Standby
Purchase Agreement, eliminating the other condition that had to be
satisfied by May 15.

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.


ALTERNATIVE FUEL: Will Deliver Plan to Creditors by Month-End
-------------------------------------------------------------
Alternative Fuel Systems Inc. (TSX:ATF) announces that it received
approval from the Court of Queen's Bench of Alberta to mail its
proposed Plan of Arrangement under the Companies' Creditors
Arrangement Act and the Business Corporations Act. Copies of the
Plan and associated materials are expected to be mailed to
affected creditors and securityholders of AFS, and posted on
SEDAR, on or before May 31, 2004.

The following summary of the terms of the Plan is qualified in its
entirety by the complete text of the Plan.

In the Plan, it is proposed that AFS common stock be consolidated
on a one-for-five basis, resulting in approximately 9.9 million
shares outstanding. The Company will then be split into two
entities, each with about 9.9 million shares on a fully diluted
basis. It is intended that both will be listed for trading on a
stock exchange, although there is no guarantee that such will be
the case. One company, Newco, will continue with the natural gas
engine equipment business of AFS. This company will be owned 90%
by the creditors and 10% by the current shareholders of AFS.
Shareholders of AFS will receive one share of Newco for every 10
AFS shares they hold after the one-for-five consolidation. The
former landlord of AFS will be the largest single shareholder of
Newco, holding about 35.6 percent of the common shares of that
corporation on a fully diluted basis. The business assets and
certain liabilities and obligations of AFS not dealt with under
the Plan will be sold to this new entity.

It is proposed that AFS itself will continue, renamed as AFS
Energy Inc. and focused on the energy sector. The non-capital tax
losses of about $20 million now resident in AFS will continue with
AFS Energy. Network Capital Inc., financial advisors to AFS, are
searching for an energy sector management team for AFS Energy.
Under the terms of the Plan, the current shareholders of AFS will
own 51% of AFS Energy, with creditors of AFS owning the remainder.
AFS shareholders will receive 0.51 AFS Energy share for each
AFS share they hold after the one-for-five consolidation.

The Plan provides that creditors, excluding certain unaffected
creditors, senior employees and the parties to a lawsuit filed by
a previous AFS distributor in the U.K., will share in a $400,000
distribution fund. The first $1,000 in claims of these creditors
will be paid in cash. The remainder of the claims, if any, will be
settled by a proportionate share of the remaining cash
distribution fund plus a proportionate share of the equity in
Newco and AFS Energy.

The five senior employees of AFS, including all four of the
officers, will not receive cash consideration or shares in
settlement of their claims for severance. Instead, they will
receive settlement warrants in AFS Energy and in Newco
proportionate to the value of their claims compared to the total
claims of all creditors. In total, the five senior employees will
receive 1,362,956 settlement warrants in AFS Energy and 2,954,847
settlement warrants in Newco. These warrants will be priced as
described in the Plan. The five senior employees will be offered
employment with Newco in positions equivalent to their current
position with AFS, including a provision that provides for their
receiving three months notice in case of termination without
cause.

Although AFS has stated that it believes that the $8.2 million
plus interest lawsuit by AFS' former distributor in the U.K. does
not have merit, in view of the costs of litigation and the
uncertainties of such litigation and the effect that it may have
on AFS' business prospects going forward, AFS has negotiated to
settle the claim by reimbursement of legal and accounting fees of
$135,000 and the issuance of 740,108 shares in AFS Energy. This
settlement does not affect the creditors distribution fund of
$400,000.

Unaffected creditors such as the lessors of AFS' vehicles and the
licensor of AFS' natural gas pressure regulator will have their
obligations transferred to and accepted by Newco.

In order for the Plan to come into effect, it must be approved by
66 2/3% of the votes of, and a majority in number of, creditors
voting, and 66 2/3% of securityholders voting, at meetings
scheduled to be held on June 29, 2004 in Calgary. If the plan is
approved by the creditors and securityholders, AFS intends to
apply to the Court on June 30, 2004, to approve the transaction.

AFS is a Canadian environmental technology company providing
innovative and cost-effective solutions to the growing global
problem of harmful exhaust emissions from internal combustion
engines. AFS has commercialized electronic engine management
systems enabling diesel and gasoline engines to operate on cleaner
burning natural gas. AFS' natural gas systems and components are
installed worldwide in new vehicles manufactured by Original
Equipment Manufacturers, or retrofitted in existing fleets. AFS is
headquartered in Calgary, Canada and trades on the Toronto Stock
Exchange under the trading symbol ATF.


ARI NETWORKS: Stockholders' Deficit Tops $7 Million at April 30
---------------------------------------------------------------
ARI (OTCBB:ARIS), a leading provider of e-Catalog business
solutions that connect equipment manufacturers with their service
and distribution networks, reported results for the third quarter
of fiscal 2004 ended April 30, 2004.

Revenues for the third quarter of fiscal 2004 were $3.4 million, a
3% increase from revenues of $3.3 million for the third quarter of
the prior fiscal year. Operating income for the third quarter of
fiscal 2004 was $246,000, compared to an operating loss of
$371,000 for the same period in fiscal 2003. Net income was
$180,000 or $0.03 per diluted share for the third quarter of
fiscal 2004, compared to a net loss of $654,000 or $0.10 per
diluted share for last year's third quarter.

"We continued our steady improvement in the third quarter, with
increased revenues in our core business and our core market of
equipment manufacturers, distributors and dealers. Recurring
revenues in our core catalog business increased 8% over the third
quarter of last year and total recurring revenues from our primary
customer base of equipment manufacturers, distributors and dealers
increased 7% for the quarter," said Brian E. Dearing, chairman and
chief executive officer of ARI.

Dearing said the company was profitable for the third consecutive
quarter. "The improvement in net income reflects the higher
revenues and reduced interest and legal expenses in the third
quarter of fiscal 2004 compared to the same period last year."

For the first nine months of fiscal 2004, revenues were $9.9
million, a 6% increase from revenues of $9.4 million for the same
period in fiscal 2003. Operating income was $602,000 for the first
nine months of fiscal 2004, compared to a net loss of $270,000 for
the comparable period last year. Net income for the first nine
months of fiscal 2004 was $427,000 or $0.07 per diluted share,
compared to a net loss of $1.3 million or $0.20 per diluted share
for the same period in fiscal 2003.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) was $708,000 for the third quarter of fiscal 2004,
compared to EBITDA of $129,000 for the comparable period last
year. For the first nine months of fiscal 2004, EBITDA was $2.1
million, compared to EBITDA of $1.2 million for the first nine
months of fiscal 2003.

"We made the first payment of principal and interest on the
restructured debt in the third quarter, as well as the next
payment to WITECH, which together paid down our debt principal by
$250,000. Our cash balance of $2.7 million at the end of the third
quarter includes amounts we have segregated for the next two
payments on the debt. In addition, we settled outstanding deferred
compensation of $260,000 owed to some of our executive officers.
The outstanding amounts were settled for half cash and half stock.
This settlement, which was agreed to by all the affected
executives, conserved cash and increased the stock ownership of
our management team. We believe this settlement is an expression
by our executive team of their confidence in the Company," said
Dearing.

Dearing said the company's cash earn/burn rate, which is one of
the measures management uses to evaluate cash flows, improved to a
positive $467,000 in the third quarter of fiscal 2004. This was
more than double the positive $177,000 for the third quarter of
the prior year.

"We have also made good progress on the non-financial elements of
our business plan. We continue to enhance our suite of products to
extend our capabilities. For example, we have broadened the market
for our innovative EMPARTweb-ASP(TM) e-Catalog solution for
manufacturers to include distributors as well as dealers. We have
added a seamless, XML-based ordering solution that enables
distributors and manufacturers to receive orders directly from
their dealers. Our integrated family of e-Catalog solutions now
addresses the needs of the entire service and distribution channel
- manufacturers, distributors and dealers," said Dearing.

"Looking forward, it's important to remember that the amortization
of the Network Dynamics acquisition ended in mid-May. As a result,
our operating expenses will be reduced by approximately $225,000
in the fourth quarter of fiscal 2004 and approximately $250,000 in
subsequent quarters. We anticipate this will contribute to
additional increases in operating income, beginning in the fourth
quarter. We look forward to a profitable year for ARI - not only
this year, but next year as well," said Dearing.

At April 30, 2004, ARI Network Services' balance sheet shows a
stockholders' deficit of $7,188,000 compared to a deficit of
6,830,000 at July 31, 2003.

                       About ARI

ARI is a leading provider of e-Catalog business solutions for
sales, service and life-cycle product support in the manufactured
equipment market. ARI currently provides approximately 75 parts
catalogs (many of which contain multiple lines of equipment) for
approximately 56 equipment manufacturers in the U.S. and Europe.
More than 84,000 catalog subscriptions are provided through ARI to
approximately 23,000 dealers and distributors in more than 100
countries in a dozen segments of the worldwide manufactured
equipment market including outdoor power, power sports, recreation
vehicle, floor maintenance, auto and truck parts aftermarket,
marine and construction. The Company builds and supports a full
suite of multi-media electronic catalog publishing and viewing
software for the Web or CD and provides expert catalog publishing
and consulting services. ARI also provides a template-based dealer
website service that makes it quick and easy for an equipment
dealer to have a professional and attractive website. In addition,
ARI e-Catalog systems support a variety of electronic pathways for
parts orders, warranty claims and other transactions between
manufacturers and their networks of sales and service points. ARI
currently operates three offices in the United States and one in
Europe and has sales and service agents in Australia, England and
France providing marketing and support of its products and
services.


ASPEN GROUP: OSC Imposes Cease Trading Order on Filings Failure
---------------------------------------------------------------
The Ontario Securities Commission imposed a Cease Trade Order in
respect of the Management & Insiders of Aspen Group Resources
Corporation on May 20, 2004 for failure to make statutory filings,
hearing will take place on June 2, 2004.

Oil and gas exploration and production company Aspen Group
Resources (formerly Cotton Valley Resources) operates primarily in
Texas and Oklahoma. Holdings include the Cheneyboro Field, the
Means (Queen Sand) Unit, and the Sears Ranch Prospect in Texas and
the N.E. Alden Field in Oklahoma. It also has operations in seven
other US states. The company has proved reserves of 30.3 billion
cu ft. of natural gas and 932,000 barrels of oil. In 2002 Aspen
Group Resources expanded into western Canada through the
acquisition of oil and gas firm Endeavour Resources. The company
blamed a computer glitch for the loss of accounting data that made
it unable to file its 2002 financial reports on time.  


AVIATION & GENERAL INSURANCE: Section 304 Petition Summary
----------------------------------------------------------
Petitioner: The Board of Directors of the Debtor

Debtor: Aviation & General Insurance Company Limited
        Bankside House 2nd Floor
        107/112 Leadenhall Street
        London EC3A 4DD UK

Case No.: 04-13499

Type of Business: The Debtor is an Insurance Company.

Section 304 Petition Date: May 21, 2004

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioner's Counsel: Howard Seife, Esq.
                      Chadbourne & Parke LLP
                      30 Rockefeller Plaza
                      New York, NY 10112
                      Tel: 212-408-5361
                      Fax: 212-541-5369

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million


BMC INDUSTRIES: Receives Bank Waiver Through July 15, 2004
----------------------------------------------------------
BMC Industries, Inc. (Pink Sheets:BMMI) announced that its bank
group has granted the company an additional waiver of non-
compliance with certain covenants and other obligations under its
bank credit agreement. The company has been operating under a
series of waivers from its banks since June 30, 2003 and now has
until July 15, 2004 to repay the outstanding principal balance of
approximately $120.6 million. The company's current credit
agreement expired by its terms on May 14, 2004.

The waiver announced also extends the time period for BMC to make
certain scheduled principal and fee payments, and defers interest
payment obligations of approximately $1.5 million until July 15,
2004, the termination date of this waiver. The deferral of these
payments is subject, however, to the company's continuing
obligation to remit the net proceeds of any asset sales and
certain other cash flows to its lenders in partial repayment of
interest and principal obligations. Since June 30, 2003, the
company has incurred approximately $6.9 million and paid
approximately $6.6 million in interest obligations. As in previous
waivers, the banks and the company have agreed that no additional
borrowings will be extended during the waiver period.

Additionally, the company has retained Chanin Capital Partners,
LLC to advise the company regarding strategic alternatives,
including a sale of all or portions of the company. Discussions
continue between BMC, the company's advisors, and its banks
regarding an additional waiver or other resolution. If the bank
group does not grant a further extension and waiver on July 15,
2004, or sooner in an event of default under the current waiver or
credit agreement, the company will need to either (i) repay the
debt owed to the banks, with financing from a new lender and/or
proceeds from a sale of the company, or (ii) file for protection
under the U.S. Bankruptcy Code.

                  About BMC Industries

BMC Industries Inc., operating under the Vision-Ease Lens trade
name, is a leading designer, manufacturer and distributor of
polycarbonate and glass eyewear lenses. Vision-Ease Lens also
distributes plastic eyewear lenses. Vision-Ease Lens is a
technology and a market share leader in the polycarbonate lens
segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet (UV) filtering and impact resistant
characteristics. BMC is in the late stages of winding down the
former operations of its Buckbee-Mears group, which ceased
manufacturing earlier this year. Prior to its shutdown, the
Buckbee-Mears group was the only North American supplier of
television aperture masks. For more information about BMC
Industries, visit the company's Web site at http://www.bmcind.com/


BUFFETS HOLDINGS: S&P Rates $132MM Senior Discount Notes at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Buffets Holdings Inc. A 'CCC+' rating was
assigned to Buffets Holdings' $132 million senior discount notes
due in 2010, issued at a discount with gross proceeds of $75
million. The notes will be issued under Rule 144A with
registration rights and will be structurally subordinated to the
debt of operating company Buffets Inc. Proceeds from the offering
will be used to redeem $9 million series B junior subordinated
notes and to make a distribution to stockholders.

At the same time, Standard & Poor's lowered its ratings on Buffets
Inc. and removed them from CreditWatch, where they were placed
with negative implications on May 12, 2004. The corporate credit
and bank loan ratings were lowered to 'B' from 'B+' and the
subordinated debt rating was lowered to 'CCC+' from 'B-'. The
outlook is negative. The Eagan, Minnesota-based company had $437
million of debt outstanding as of April 7, 2004.

"The rating action is based on Buffets' very aggressive financial
policy," said Standard & Poor's credit analyst Robert
Lichtenstein. The new issue will add $66 million of incremental
debt to an already highly leveraged capital structure and will
continue to accrete until July 2008 when it becomes cash pay. "The
ratings reflect Buffets' participation in the highly competitive
restaurant industry, weak cash flow protection measures, and a
highly leveraged capital structure," added Mr. Lichtenstein.
"These factors are somewhat offset by the company's established
market position in the buffet/cafeteria segment of the restaurant
industry."

Buffets is the largest operator of buffet-style restaurants in the
U.S. the company's two core brands, Old Country Buffet and Home
Town Buffet, command a 25% share of the $4 billion
buffet/cafeteria segment of the restaurant industry. Still, the
sector is a small part of the $280 billion restaurant industry,
with family dining, casual, and quick-service restaurants
providing competition.

A weak economy and an intensely competitive restaurant environment
have negatively affected operating performance, though performance
started to stabilize in the fiscal second quarter and third
quarter of 2004. Same-store sales rose 4.4% in the third quarter
and 2.3% in the second quarter, after decreasing 2.1% in the first
quarter of fiscal 2004 and 4.2% in all of the fiscal 2003.
Operating margins for the 12 months ended April 7, 2004 improved
to 15.8% from 15.4% the year before, but are well below the more
than 17% at the end of fiscal 2001. The margin improvement was due
to lower labor and advertising costs, partially offset by an
increase in food costs due to a change in menu offerings.


CABLETEL COMMUNICATIONS: AMEX Halts Shares Trading Pending Review
-----------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), announced
that it had been advised by the American Stock Exchange that
trading in the Company's common stock on the AMEX had been halted
pending a review by AMEX regarding the Company's ability to regain
compliance with AMEX's continued listing standards. Trading was
halted following the Company's announcement this past Tuesday that
it had entered into an agreement to sell its last remaining
operating business at a sales price less than the amount currently
owed by the Company to its creditors.

Although no final determination has been made, the Company
expects that the AMEX will determine to de-list its stock. In
such an event, the Company will seek to have shares traded on the
Over-the-Counter Bulletin Board.

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international
clients with proprietary products for deployment in cable, DBS
and other wireless distribution systems. More information about
Cabletel can be found at http://www.cabletelgroup.com/


CHESAPEAKE ENERGY: S&P Rates New $300M Sr. Unsecured Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Chesapeake Energy Corp. and revised its outlook
on the company to positive from stable.

In addition, Standard & Poor's assigned its 'BB-' rating to
Chesapeake's $300 million senior unsecured notes due 2014.

Furthermore, Standard & Poor's lowered its rating on the
company's senior secured bank loan facility due 2008 to 'BB+' from
'BBB-', and assigned a recovery rating of '1' to the credit
facility.

As of Mar 31, 2004, Oklahoma City, Oklahoma-based Chesapeake had
about $2 billion of long term debt and about $866 million of
preferred stock.

Pro forma for the recently announced Greystone Petroleum LLC
acquisition, Standard & Poor's expects Chesapeake to have about
$2.4 billion of long-term debt.

"The outlook revision reflects the company's extensive and
increasing use of hedges to materially improve the stability of
cash flows," said Standard & Poor's credit analyst Kimberly
Stokes. "Chesapeake is able to lock in the benefits of the
currently favorable commodity price environment, which should in
turn lead to improving credit measures."

"For the ratings to improve, it is essential that management
consistently demonstrate both the ability and willingness to apply
excess cash flow to meaningful debt reduction," continued Ms.
Stokes.

Standard & Poor's also said that it further expects the company to
continue to fund further acquisitions in a balanced manner.

Chesapeake has grown significantly in recent years through
acquisitions--adding about 1.6 trillion cubic feet equivalent
(tcfe) of natural gas reserves since January 2003 and pro forma
for the Greystone acquisition. The company's reserves currently
amount to approximately 3.8 tcfe.


CLAREMONT PROJECT: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Claremont Project LLC
        250 Newport Center Drive Suite 303
        Newport Beach, California 92660

Bankruptcy Case No.: 04-13016

Chapter 11 Petition Date: May 7, 2004

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Michael J. Weiland, Esq.
                  Albert, Weiland & Golden
                  650 Town Center Drive Suite 950
                  Costa Mesa, CA 92626
                  Tel: 714-966-1000

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Onity, Inc. fka Tesa Entry    Damages                    $54,360
Systems

Verizon Credit, Inc.          Phone Equipment            $39,166
                              and Lease Payments

Radelow/Gittins Real          Claim for Breach of        $37,050
Property Management           Contract

3R Personnel                  Claim for Breach of        $21,000
                              Contract

Steven L. Stern, Esq.         Legal Services             $13,360

Pacific Mechanical            Services                    $4,252
Contractors

Ecolab, Inc.                  Services rendered           $2,774

Cal Counties Fire Protection  Fire and Sprinkler          $2,331
                              Services

US Travel Guide, Inc.         Case #IC 813959             $2,000

Jason T. Amason                                           $1,724

Stanley Steemer of LA         Small Claims Case           $1,095
County, Inc.                  #POM 03S01444


CORPORACION DURANGO: Section 304 Petition Summary
-------------------------------------------------
Petitioner: Gabriel Villegas Salazar, as the foreign
            representative of the Debtor

Debtor: Corporacion Durango, S.A. de C.V.
        fka Grupo Industrial Durango, S.A. de C.V.
        fka Grupo Industrial Ponderosa, S.A. de C.V.
        fka Grupo Industrial Atenquique, S.A. de C.V.
        Potasio No. 150
        Ciudad Industrial
        C.P. 34220, Estado de Durango
        Durango, Mexico

Case No.: 04-13487

Type of Business: The Debtor serves as the holding company for
                  a number of Mexican and U.S. companies which
                  together comprise one of the leading
                  producers of corrugated containers,
                  containerboard and industrial paper in North
                  America.  See http://www.corpdgo.com/

Section 304 Petition Date: May 20, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioner's Counsels: John K. Cunningham, Esq.
                       Kerri Anne Lyman, Esq.
                       White & Case, LLP
                       200 South Biscayne Boulevard, Suite 4900
                       Miami, FL 33131
                       Tel: 305-995-5252
                       Fax: 305-358-5744

Total Assets as of December 2003: Ps. 15,957,674,000
                                  US$1,419,721,886

Total Debts as of December 2003:  Ps. 14,356,861,000
                                  US$1,277,300,800



COVANTA TAMPA: Asks Court to Set June 25 as Admin. Claims Bar Date
------------------------------------------------------------------
Covanta Tampa Bay, Inc., and Covanta Tampa Construction, Inc.,
ask the Court to establish a deadline for filing administrative
claims against their estates.

The Covanta Tampa Debtors propose to establish June 25, 2004 as
the last date for filing:

   (a) administrative expense claims, except claims for:

       * fees by the United States Trustee;

       * postpetition liabilities incurred and payable in the
         ordinary course of business by the Covanta Tampa
         Debtors; and

       * fees and expenses incurred by Retained Professionals, or
         persons employed by the Covanta Tampa Debtors or serving
         as independent contractors to the Covanta Tampa Debtors
         in connection with their reorganization efforts; or

   (b) any substantial contribution claim by any creditor or
       party-in-interest for reasonable compensation for services
       rendered pursuant to Sections 503(b)(3), (4), or (5) of
       the Bankruptcy Code.

The Claims must be filed and received no later than 4:00 p.m.
prevailing Eastern Time, by the Bankruptcy Court and the Tampa
Debtors' counsel:

          (i) Jenner & Block, LLP
              One IBM Plaza,
              Chicago, Illinois 60611
              Attention: Vincent E. Lazar, Esq.; and

         (ii) Cleary, Gottlieb, Steen & Hamilton
              One Liberty Plaza,
              New York, New York 10006
              Attn: James L. Bromley, Esq.

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)   


CREDIT SUISSE: Fitch Affirms Low-B Ratings on 6 2002-CP5 Classes
----------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston Mortgage
Securities Corp., series 2002-CP5 as follows:

                    --$335.5 million class A-1 'AAA';
                    --$620.3 million class A-2 'AAA';
                    --Interest only class A-X 'AAA';
                    --Interest only class A-SP 'AAA';
                    --$41.5 million class B 'AA';
                    --$22.2 million class C 'A+';
                    --$14.8 million class D 'A';
                    --$17.8 million class E 'A-';
                    --$8.9 million class F 'BBB+';
                    --$16.3 million class G 'BBB';
                    --$14.8 million class H 'BBB-';
                    --$22.2 million class J 'BB+';
                    --$5.9 million class K 'BB';
                    --$8.9 million class L 'BB-'.
                    --$7.4 million class M 'B+';
                    --$4.4 million class N 'B';
                    --$4.7 million class O 'B-'.

The $7.2 million class P remains at 'CCC'. Fitch does not rate
class Q.

The rating affirmations reflect stable pool performance and
minimal transaction paydown. As of the April 2004 distribution
date, the pool's aggregate certificate balance has decreased
1.49%, to $1.17 billion from $1.19 billion since issuance. Of the
original 143 loans, 141 are currently outstanding in the pool.

Fitch reviewed the two credit assessed loans in the pool, 1633
Broadway (18.49%) and Fashion Square Mall (5.19%). Both loans
maintain investment grade credit assessments.

1633 Broadway is secured by a 2,410,943 square feet office
property in Midtown Manhattan. As of year end 2003 the Fitch
stressed debt service coverage ratio has increased to 2.51 times
compared to 2.43x at issuance. The occupancy for YE 2003 was 96%.

Fashion Square Mall is secured by 450,490 sf retail property in
Saginaw, MI. As of YE 2003 the DSCR has increased to 1.48x
compared to 1.28x at issuance. The occupancy for YE 2003 was 98%.

The Fitch stressed DSCR for the loans was calculated using
servicer provided net operating income adjusted for capital items
divided by current principal balance multiplied by a stressed
refinance constant.

There are two loans (0.87%) in special servicing. The largest loan
(0.81%) is secured by a multifamily property in Dallas, TX and is
60 days delinquent. The loan transferred to the special servicer
due to monetary default. The special servicer is negotiating with
the borrower and evaluating workout options.


DAN RIVER: Bankruptcy Delays Annual Report Filing with SEC
----------------------------------------------------------
As previously disclosed Dan River Inc. filed a voluntary petition
for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Northern District of Georgia.  Due to the timing of the Chapter 11
filing and the additional and critical demands that the Chapter 11
filing placed on the time and attention of senior management of
the Company, as well as the significant time and attention devoted
to various strategic alternatives to the Chapter 11, the Company
has been unable to complete all work necessary, including the
completion of its evaluation of the financial reporting
implications of the Chapter 11 filing, to timely file, with the
SEC, its annual financial report for the fiscal year ended
January 3, 2004.

Dan River Inc. expects a significant change in the results of
operations for the year ended January 3, 2004 compared to the year
ended December 28, 2002.  The Company expects a net loss of
approximately $152 million on net sales of approximately $477
million for the year ended January 3, 2004, compared to a net loss
of $13 million on net sales of $613 million for the year ended
December 28, 2002.

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


DENNY'S CORP: Trafelet Entities' Equity Stake Increases to 7.55%
----------------------------------------------------------------
Trafelet & Company, LLC and Remy W. Trafelet beneficially own
3,075,000 shares of the common stock of Denny's Corporation,
representing 7.55% of the outstanding common stock of Denny's.
Trafelet & Company, LLC and Remy W. Trafelet share voting and
dispositive powers over the stock.  However, these entities
disclaim beneficial ownership in the shares reported here except
to the extent of their pecuniary interest.

As previously reported by the Troubled Company Reporter's April
28, 2004 edition, Trafelet & Company, LLC and Remy W. Trafelet
previously owned 5.77% of the outstanding common stock of Denny's
Corporation as represented in their holding 2,350,000 such shares.

Denny's is America's largest full-service family restaurant chain,
operating directly and through franchisees 1,630 Denny's
restaurants in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on family dining restaurant operator Denny's Corp. The
corporate credit rating was lowered to 'CCC+' from 'B-'. At the
same time, all ratings were removed from CreditWatch, where they
were placed July 31, 2003. The outlook is negative.

The rating actions are based on Denny's deteriorating operating
performance and cash flow protection measures, as well as Standard
& Poor's heightened concern that continued poor performance will
constrain the company's liquidity.


DIRECTV LATIN: Wants Court to Nix Eight Claims Citing No Liability
------------------------------------------------------------------
M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that DirecTV Latin America, LLC,
and its professionals have determined that certain claims do not
reflect actual liabilities of the Debtor or its estate.  
Moreover, the liabilities set forth in the No Liability Claims do
not appear on DirecTV's Schedules.  DirecTV maintains that the
proper liability for the No Liability Claims is set forth in its
Books and Records and in its Schedules.

Accordingly, DirecTV asks the Court to disallow and expunge eight
No Liability Claims in their entirety:

   (1) Blue Cross & Blue Shield of Florida, Inc.'s Claim No. 34
       for $3,350.  Claim No. 34 was filed on account of
       April 2003 premiums allegedly owed.  Upon reviewing
       DirecTV's books and records, no evidence was found
       supporting Claim No. 34.  Subsequent to the filing of
       Claim No. 34, Blue Cross told DirecTV that the liabilities
       outlined in Claim No. 34 do not exist;

   (2) Conceito's Claim No. 113, an unsecured claim for $1,309,
       is for prepetition goods sold to DirecTV.  No evidence was
       found supporting Claim No. 113.  According to DirecTV's
       books and records, DirecTV has paid all prepetition
       amounts owed to Conceito;

   (3) Health Options, Inc.'s Claim No. 35 for $5,106 was filed
       on account of premiums allegedly owed for March and April
       2003.  DirecTV has found no evidence supporting Claim
       No. 35.  Subsequent to the filing of Claim No. 35, Health
       Options told DirecTV that the liabilities outlined in
       Claim No. 35 do not exist;

   (4) Indigo Film Television's Claim No. 14 is an unsecured
       claim for $481 against DirecTV.  The amounts set forth in
       Claim No. 14 consist entirely of Pay Per View invoice
       #0757 filed to collect outstanding licensing fees
       incurred in October and November 2002.  According to its
       books and records, DirecTV has paid all prepetition
       amounts owed to Indigo;

   (5) MLB Properties, Inc.'s Claim No. 87 is an unsecured claim
       for $372,980 against DirecTV.  Claim No. 87 was filed on
       account of unpaid amounts due in accordance with a 2000
       Memorandum of Understanding and a 2003 Broadcast Rights
       Agreement.  Upon a review of its books and records,
       DirecTV found no evidences supporting Claim No. 87.  The
       amounts owed for rights to broadcast the 2002 baseball
       season were paid in three separate payments amounting to
       $600,000.  A $120,000 payment was made on May 2, 2002.  
       The remaining two payments of $240,000 were made on
       July 11, 2002 and on December 17, 2002.  All unpaid
       amounts of the 2003 baseball season were paid and settled
       before the start of the 2004 baseball season by one
       payment of $254,000 made on April 5, 2004;

   (6) Newco Programadora E Productora De Communicacao, Ltd.,
       Band Sports filed Claim No. 82 as an unsecured claim
       against DirecTV for $263,440.  Upon reviewing its books
       and records, DirecTV found no evidence supporting Claim
       No. 82.  Newco's claim was entirely paid and satisfied by
       a DirecTV subsidiary;

   (7) Skillpath Seminars' Claim No. 12 for $199 relates to
       DirecTV's participation in a seminar provided by
       Skillpath.  No evidence was found supporting Claim No.
       12.  DirecTV believes that the filed claim is a
       liability of another company entirely; and

   (8) Speed Channel, Inc.'s Claim No. 66 alleges a $24,614
       unsecured claim against DirecTV for amounts owed for
       distribution of Speed Channel programming.  No evidence
       was found supporting Claim No. 66 upon review of DirecTV's
       books and records.  The amounts were entirely paid and
       satisfied by a subsidiary of DirecTV in accordance with
       DirecTV's ordinary course of business. (DirecTV Latin
       America Bankruptcy News, Issue No. 24; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


DND TECHNOLOGIES: March 31, 2004 Deficit Stands at $3.3 Million
---------------------------------------------------------------
DND Technologies Reports Record Results for First Quarter 2004
May 20, 2004 / PR Newswire

DND Technologies, Inc. (Nasdaq: DNDT.OB) and its sole operating
subsidiary, Aspect Systems, Inc. (ASI), announced operating
results for its first quarter of fiscal 2004, ended March 31,
2004. The company earned net income of $262 thousand on revenues
of $3.3 million. On a year-over-year basis net income improved 335
percent from a $112 thousand loss, while revenue rose 94 percent
from $1.7 million. Significant improvement was also achieved on a
sequential basis with net income increasing 154 percent from a
$488 thousand loss, and revenue rising 94 percent from $1.7
million in the previous quarter.

According to DND board member and ASI CEO and President Dennis
Key-order growth is very encouraging and the business environment
continues to improve as evidenced by the company's record
performance. "Our book-to-bill ratio ended the quarter at about
1.5:1, with multiple orders coming from Asia and Europe, as well
as the United States. We are especially pleased with the
escalating customer interest in our Matrix product line, which we
acquired from Axcelis Technologies last quarter. We anticipate
several additional orders for new and remanufactured dual chamber
Matrix systems, with initial deliveries likely to occur as early
as our second quarter."

In addition to realizing increased revenues, profits and orders,
the company was able to make great progress toward settlement of
several outstanding corporate issues. This included the dismissal
of litigation and restructuring of the Merrill-Lynch debt into a
single-term loan, and finalizing of an out-of-court settlement
with a former ASI executive. Under the terms of the settlement
agreement with the former ASI executive, the company agreed to pay
$10,000 per month over a fourteen-month period and the former
executive agreed to relinquish his claim to 2,200,000 shares of
the 5,400,000 shares of DNDT capital stock he had originally
received in exchange for the ASI acquisition of Semiquip, a
company he founded and owned

The company further reported that it has issued a final check that
will complete the buyout of all interests formerly held by a co-
founder of ASI, and that it is making significant progress toward
achieving resolution of all remaining corporate issues of note.
According to Dennis Key, "We are well on our way to concluding the
issues clouding our financial viability, so that management can
focus exclusively on growing our operating subsidiary, ASI, and
delivering increased value to our global customers and
shareholders."

At March 31, 2004, DND Technologies' balance sheet shows a
stockholders' deficit of $3,328,000.

               About DND Technologies, Inc

Founded in May, 1997 DND Technologies, Inc. is a Nevada
corporation. The company's wholly owned subsidiary, Aspect Systems
Inc., is a well-established equipment and engineering services
company focused on the growing market for proven equipment that
can serve the needs of high-volume, lower cost device
manufacturers building 0.25-micron and higher devices on 100-mm to
200-mm wafers. As a growth company, ASI plans to continue to
expand its product & service portfolio with other relevant
technologies to meet both current and emerging requirements.


DONINI INC: Investment Group Commits to Lend $1 Million
-------------------------------------------------------
Donini, Inc., (OTCBB: DNNI) President and CEO Peter Deros
announced that the Company has signed and accepted a commitment
from a Private Investment Group to advance approximately
$1,000,000 US (net) to the Company in the form of convertible
notes.

Mr. Deros stated that he expects this transaction to close June 1,
2004, but declined to furnish further details until the
transaction has closed. He added, however, that the funds to be
received would enable the Company to pursue the expansion plans
announced in several recent press releases.

Through these plans, the Company anticipates that it will realize
a substantial increase in revenues during the next few years,
including the Company's entry into a new segment of the restaurant
business called "Resto- Bar" (an upscale full service Italian
restaurant serving gourmet entrees with a wide selection of wines
and spirits in a chic venue). The Company is also planning to
expand its franchise outlets by adding new units and repurchasing
under-achieving units and reselling them to new franchisees. The
Company expects that the Resto-Bars alone will generate over
$1,000,000 US top line revenues per unit.

                    About the Company

Pizza Donini -- whose February 29, 2004 balance sheet shows a
total stockholders' equity deficit of $1,030,904 -- founded in
1987 has 29 franchised units and Company owned stores, has a
business to business operation, marketing ingredients to other
stores and operates a call center dedicated solely to supporting
its own operations and that of it's franchisees.


DVI: Fitch Puts Equipment Securitizations on Rating Watch Negative
------------------------------------------------------------------
Fitch Ratings places certain classes of DVI, Inc. equipment
transactions on Rating Watch Negative. These rating actions affect
classes of notes in eight transactions totaling $964 million in
securities. These actions are based on Fitch's review of servicer
reports for the period ending April 30, 2004. On March 5, 2004,
Fitch took rating actions on various DVI, Inc. equipment
transactions. The March 5, 2004 rating actions reflected
substantial reductions in expected credit enhancement that would
be available to support each class of outstanding securities.
Fitch's conservative performance expectations incorporated several
stress scenarios, including applying escalating default rates to
delinquency buckets and applying stressed recovery rates to both
defaulted leases and expected defaults on delinquent lease
balances. A review of recent servicer reports indicates that in
spite of the conservative expectations applied by Fitch at the
time of the March rating actions, actual recovery rates are below
expectations. Additionally, actual delinquency rates, particularly
later stage delinquencies, are higher than expected and may result
in higher than expected default rates.

On Feb. 4, 2004, DVI was terminated as servicer and replaced by US
Bank Portfolio Services (USBPS) as successor servicer for each of
the securitizations under the terms of each transaction's
Contribution and Servicing Agreements. Since the appointment of
USBPS, defaults have continued, but the rate of defaults has
generally decreased. However certain transactions continue to
experience high monthly defaults. Additionally, total
delinquencies remain at or near levels prior to the servicing
transition and delinquencies over 90 days remain a very high
component of total delinquencies. Furthermore, recoveries to date
on previously defaulted contracts have been minimal.

Fitch expects to discuss performance trends, recovery expectations
and additional information requests with USBPS in the near future.
Based on those discussions and review of additional information,
Fitch may affirm or downgrade or in the absence of receipt of
adequate information withdraw its ratings.

The following eight DVI medical equipment transactions (24
classes; $964 million) of are placed on Rating Watch Negative by
Fitch as follows:

     DVI Receivables VIII, L.L.C., series 1999-1

           -- Class A-5 'BBB';
           -- Class B 'BB';
           -- Class C 'B';
           -- Class D 'B-'.

     DVI Receivables X, L.L.C., series 1999-2

           -- Class A-4 'B';
           -- Class B 'B-'.

     DVI Receivables XI, L.L.C., series 2000-1

           -- Class A-4 'B';
           -- Class B 'B-'.

     DVI Receivables XII, L.L.C., series 2000-2

           -- Class A-4 'B-'.

     DVI Receivables XIV, L.L.C., series 2001-1

           -- Class A-3 'BB';
           -- Class A-4 'BB-';
           -- Class B 'B'.

     DVI Receivables XVI, L.L.C., series 2001-2

           -- Class A-3 and A-4 'BB+';
           -- Class B 'BB-';
           -- Class C 'B'.

     DVI Receivables XVIII, L.L.C., series 2002-2

           -- Class A-3A and A-3B 'BB-';
           -- Class B 'B-'.

     DVI Receivables XIX, L.L.C., series 2003-1

           -- Class A-2A, A-2B, A-3A and A-3B 'B';
           -- Class B 'B-'.


EAGLE WEST: Court Okays $1.7M Sale to Telecommunication Products
----------------------------------------------------------------
Telecommunication Products, Inc. (OTC Bulletin Board: TCPD)
(Telpro), a provider of video-on- demand and digital programming
services, announced that the Bankruptcy Court has approved Eagle
West Communications, Inc. to be acquired by the Telecommunications
Products, Inc. Telecommunications Products previously announced
that Eagle West, a U.S. cable operator, has accepted the Company's
offer for acquisition, pending Bankruptcy Court approval. The
Bankruptcy Court has approved 27 out of 28 Eagle West franchises
for acquisition by Telecommunication Products. The purchase price
of the transaction is $1.7 million.

Robert Russell, Chief Executive Officer of Telpro, stated, "We are
extremely pleased to announce our acquisition of Eagle West is
moving forward. We believe Eagle West will contribute a strong
sales pipeline to Telpro, and strengthens our capabilities in the
fastest-growing area of bundled high-speed Internet and digital
entertainment programming and services. With Eagle West's existing
equipment and customer base, upon the close of this acquisition,
Telpro expects to dramatically scale up our business in the United
States, while keeping costs level."

         About Telecommunication Products, Inc.

Telecommunication Products, Inc., headquartered in Hollywood,
Florida, is a provider of video-on-demand and pay-per-view
services to the hospitality industry. The Company is also
currently marketing high speed Internet access products, including
high end WiFi. Telpro is committed to delivering the next
generation of interactive communication services to its growing
database of clients. For additional information, see
http://www.tellapro.com/or for Investor Relations go to:  
http://www.otcfn.com/tcpd/


ENRON CORPORATION: Mariner Energy Wins Bid for MEGS, LLC
--------------------------------------------------------
After conducting an auction on April 26, 2004, MEGS, LLC,
determined, in consultation with the Creditors Committee, that
Mariner Energy, Inc./W&T Offshore, Inc., separate entities acting
jointly, is the Winning Bidder.  

MEGS then negotiated at arm's length and in good faith the terms
and conditions of the Purchase and Sale Agreement.  

MEGS, with ENA's consent, and Mariner/W&T basically agree that:

   (a) Mariner/W&T will pay MEGS $4,282,160, subject to certain
       adjustments;

   (b) Mariner/W&T deposited $1,000,000 to the Escrow Agent; and

   (c) At closing, Mariner/W&T will transfer the Purchase Price
       less the Deposit to MEGS' account.

Accordingly, Judge Gonzalez approves the Mariner Purchase
Agreement and authorizes ENA to consent to the contemplated Sale.  
The Court orders MEGS to pay the Break-Up Fee to MEGS Acquisition
in the time and manner provided by the Original Purchase
Agreement and as authorized in the Bidding Procedures Order.
(Enron Bankruptcy News, Issue No. 107; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ERN LLC: Asks Court Approval to Pay ISOs' Prepetition Claims
------------------------------------------------------------
ERN, LLC, is asking the U.S. Bankruptcy Court for the District of
Maryland, Baltimore Division, for an authority to pay the
prepetition claims of Individual Sales Organizations as critical
vendors.

As part of its business operations, the Debtor has relationships
with many ISOs, through which it markets its services and leases
its check and credit card processing equipment.  The Debtor
estimates that approximately $34,228 is due to the ISOs on account
of their prepetition claims.

The ISOs are essential to the uninterrupted functioning of the
Debtor's business operations and payment to them is vital to the
Debtors' reorganization efforts. The Debtor has spent a
significant amount of time cultivating its relationships with them
and failure to pay the prepetition claims would, in the business
judgment of the Debtor, likely result in termination by the ISOs
of the services they provide to the Debtor. If the ISOs terminate
their services, a substantial portion of the Debtor's source of
income - the sale and/or lease of the servicing equipment - would
be severely disrupted.

The Debtor also relies on the services of the ISOs and believes
that such services would be difficult and burdensome to procure
from other sources. The ISOs themselves may be irreparably damaged
by the Debtor's failure to pay their prepetition claims. This may
result in the Debtor being forced to try to obtain services
elsewhere that would either not be available, be available only at
a higher price or upon other unfavorable terms to the Debtor, or
not of the quality required by the Debtor. The administrative
burden on the Debtor and the disruption of the Debtor's business
and income stream would be devastating.

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.


FEMONE INC: Addresses Unauthorized Berlin Stock Exchange Listing
----------------------------------------------------------------
FemOne, Inc., a publicly held Nevada Corporation (OTC Bulletin
Board: FEMO) and a direct selling company of health and wellness
products, announced that it has just learned that it is one of
more than 200 U.S. publicly traded companies whose stock has been
listed on the Berlin-Bremen Stock Exchange without the Company's
prior knowledge, consent or authorization. Immediately upon
learning of this fact, the Company contacted officials at the
Berlin-Bremen Stock Exchange to demand its immediate delisting,
and is now considering its options to pursue appropriate remedies
against the domestic and foreign brokerage firms responsible for
this unauthorized listing.

Part of a scandal that the financial media has dubbed as
"StockGate," the listings appear to be part of an effort by
domestic and foreign brokers to circumvent the recent NASD and SEC
restrictions against "naked short selling." Short selling is a
trading practice whereby investors borrow stock from a broker to
sell with the hope that the stock price will decline before they
have to return the shares back to cover their position. However,
naked shorting involves groups of people working together to
manipulate the market by selling fictitious shares of stock in an
effort to force a company's share price to go down. By listing the
company's common stock on the Berlin-Bremen Stock Exchange, market
manipulators sought the benefit of an "arbitrage" loophole that
none of the present regulations are designed to close.

Ray Grimm, CEO of FemOne, stated: "We are completely dumbfounded
to learn that a corporation's stock can be listed for trading on
an international stock exchange without the prior knowledge or
consent of the corporation itself. There are apparently hundreds
of companies in the same situation as we are, and the only
plausible explanation for this is that nefarious individuals are
using the arbitrage loophole to engage in naked short selling,
which has had significant negative repercussions on the market
price of our stock." During the past several weeks the company's
share price has traded significantly lower. Management believes
that the downward trending of its share price in the market is
related to the unauthorized listing on the Berlin-Bremen Stock
Exchange, which the Company learned became effective on April 22,
2004.

"We intend to follow the lead of other companies listed on the
Berlin-Bremen Stock Exchange, all without prior authorization, in
demanding both delisting and evidence of who was ultimately behind
the unauthorized listings," Grimm added. Investors looking to
purchase shares of FemOne should only purchase their shares from
the NASDAQ Over The Counter Bulletin Board (OTCBB) under the
symbol, FEMO, as shares traded on the Berlin-Bremen Stock Exchange
or any other foreign exchange are not currently recognized by
FemOne, Inc.
                    About FemOne, Inc.

FemOne, Inc. (OTC Bulletin Board: FEMO) is based in Carlsbad,
California as a direct-selling company with distribution in the
United States and Canada. More information about FemOne and its
products can be found on the company's web site at
http://www.femone.com/

                       *   *   *

On February 17, 2004, the Board of Directors of FemOne, Inc.,
terminated Dohan and Company, CPA's P.A., as its independent
auditors. The decision to terminate the Company's relationship
with Dohan did not involve a dispute with the Company over
accounting policies or practices. The independent auditors'
reports provided by Dohan on the Company's financial statements
for the years ended June 30, 2003 and June 30, 2002 contained an
unqualified opinion; they were modified as to uncertainty
regarding the Company's ability to continue as a going concern.

      
FLEMING: GE Capital Agrees to Extend $250 Million Exit Facility
---------------------------------------------------------------
In the Third Amended Disclosure Statement filed with the Court,
James H.M. Sprayregen, Esq., at Kirkland & Ellis, LLP, in
Chicago, Illinois, relates that on May 11, 2004, Fleming
Companies, Inc., signed a letter agreement to secure a commitment
from GE Capital Corporation to provide up to $250,000,000 in exit
financing on the Effective Date of the Third Amended Plan.  

The Exit Facility will provide the cash the Reorganized Debtors
need to fund their obligations under the Third Amended Plan.  

The Financing will consist of an up to $240,000,000 revolving
credit facility and an up to $10,000,000 revolving first-in-last-
out loan facility.

GECC Capital Markets Group, Inc., will serve as the lead arranger
to syndicate the Facility.  

The actual amount GE Capital will lend at any time is a fraction
of Core-Mark Newco's accounts receivable and inventory.  
Specifically, less various reserves, reductions and adjustments,
GECC will lend up to approximately 85% of eligible receivables
plus 65% of FIFO-valued inventory plus 90% of unaffixed tax
stamps.  

The loan will mature in 3 years.  GE Capital will hold the first
and best lien on all of Core-Mark Newco's assets as security.
Core-Mark Newco will pay interest at about LIBOR plus 2.5%.  
GE Capital will charge a variety of fees:

   -- a $125,000 Arrangement Fee;

   -- a $1,125,000 Commitment Fee;

   -- a $2,500,000 Closing Fee;

   -- customary 2.25% to 2.75% letter of credit fees;

   -- 0.5% on each dollar not borrowed as an Unused Facility Fee;
      and

   -- $20,833.33 monthly Collateral Monitoring Fees.

Financial covenants tied to Core-Mark Newco's liquidity ratio
will be negotiated at a later date as will covenants establishing
minimum EBITDA targets and imposing limits on capital
expenditures.

GECC will require Core-Mark Newco to retain Burr, Pilger and
Mayer LLP, or another auditor GECC finds acceptable.  

Fleming will proceed in good faith and expeditiously to obtain,
as soon as reasonably possible, all necessary Bankruptcy Court
approval in connection with the execution of the Facility.  If
the Bankruptcy Court doesn't approve this prospective financing
deal by June 2, 2004 the deal is off.  If Fleming doesn't pay GE
Capital's upfront fees by June 3, the financing pact falls apart.

If the Plan isn't declared effective and the loan doesn't close
by September 30, 2004, Fleming can buy a 30-day commitment
extension for $625,000.  If the Plan isn't declared effective and
the loan doesn't close by October 31, GE Capital has no further
commitment to lend.  GE Capital keeps every dollar it's received
and holds an administrative claim for any unpaid fees.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FLEMING COS: Without an Auditor, Can't File Annual Reports
----------------------------------------------------------
On April 1, 2003, Fleming Companies, Inc. and certain of its
subsidiaries filed petitions under Chapter 11 of Title 11 of the
United States Code in the United States Bankruptcy Court for the
District of Delaware. On April 18, 2003, Fleming submitted to the
Bankruptcy Court an application requesting the Bankruptcy Court's
approval of the employment and retention of Deloitte & Touche LLP
as independent auditors, accountants and property tax service
providers to Fleming.

Fleming filed the Debtors' and Official Committee of Unsecured
Creditors' Second Amended Joint Plan of Reorganization of Fleming
Companies, Inc. and its filing subsidiaries under Chapter 11 of
the United States Bankruptcy Code with the Bankruptcy Court on
March 26, 2004, which Plan, once approved by the Bankruptcy Court,
will result in the cancellation of all of Fleming's equity
securities.

On April 29, 2003, the acting United States Trustee for Fleming's
bankruptcy case filed an objection to the Application, objecting
to the appointment of Deloitte. While Fleming and Deloitte each
tried to satisfy the Trustee with respect to its objections, the
Trustee's objections continued.  In light of the objections, on
January 21, 2004, Fleming orally notified the Bankruptcy Court of
its intention to withdraw the Application requesting the retention
of Deloitte as Fleming's independent auditors, accountants and
property tax service providers. Fleming has not petitioned the
Bankruptcy Court for the appointment of any other auditors at this
time and, therefore, no auditors have been secured.

In light of the Plan, Fleming does not intend to request the
appointment of independent auditors to audit Fleming's
consolidated financial results. As a result, Fleming will be
unable to file its Annual Report on Form 10-K for the fiscal year
ended December 28, 2002, its Annual Report on Form 10-K for the
fiscal year ended December 31, 2003, all reports on Form 10-Q for
the quarterly periods during 2003 and thereafter, any historical
financial reports that Fleming previously indicated may need to be
restated in its Form 12b-25 filings filed with the Securities
Exchange Commission and any future financial reports required by
the Securities Exchange Act of 1934, as amended. Fleming intends
to seek the Bankruptcy Court's approval of the retention of
independent auditors to audit the financial statements of Core-
Mark Newco (as defined in the Plan), a new company that will be
formed pursuant to the Plan and will own and operate Core-Mark
International, Inc. and the continuing operations of the
Fleming convenience store operations.


FLEMING COMPANIES: Court Won't Okay Consultant's Pre-Hire Work
--------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates, brought their
Application to the United States Bankruptcy Court for the District
of Delaware, asking Judge Walrath for permission to employ
Bain & Company as a Turnaround Advisor, nunc pro tunc to April 1,
2003, as well as the termination of Bain's retention, nunc pro
tunc to April 11, 2003.  Bain also presented its Application for
Allowance of Compensation seeking $300,000 in fees and $30,000 in
expenses for that 11-day period.  

The United States Trustee filed an Objection to both the Retention
Application and the Fee Application.  Judge Walrath sustained the
Trustee's Objection and denied both Applications.  

                        Background

In January 2002, when Kmart Corporation filed for relief under
Chapter 11 of the Federal Bankruptcy Code in the Northern District
of Illinois, Kmart then was the Debtors' largest customer,
accounting for approximately 20% of the Debtors' annual net sales
of $3.6 billion.  However, in February 2003, Kmart filed a motion
to reject its supply agreement with Debtors.  

Following Kmart's Chapter 11 filing, the Debtors engaged Bain &
Company to perform turnaround advisory services, analyze company
operations and create a post-Kmart business model.  In addition,
Bain provided consulting services to the Debtors, services which
were related to the post-merger integration of Core-Mark and Head
Distributing.

On April 1, 2003, Debtors' Petition Date, the Debtors filed their
own voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code. And Debtors' counsel asked Bain to continue
providing services during the early stages of Fleming's bankruptcy
case.  The Debtors and Bain also negotiated a Termination
Agreement whereby Bain agreed to provide these transition services
through April 11, 2003.  For these services Bain was to be paid
$300,000 in fees and $30,000 in expenses.

On or about August 6, 2003 (more than 120 days after the Petition
Date), the Debtors filed the Retention Application with the
Bankruptcy Court seeking authority to employ Bain as turnaround
advisor to the Debtors nunc pro tunc to April 1, 2003; seeking, as
well, the Court's approval, nunc pro tunc, of the Termination
Agreement under which Bain provided such services through April
11, 2003 and approval to pay Bain the agreed compensation.  
Contemporaneously, Bain filed the Fee Application.

On August 8, 2003, the United States Trustee objected to the
Applications, asserting that the nunc pro tunc relief sought was
inappropriate and that the Fee Application failed to satisfy the
Local Rules.  In response, the Debtors and Bain assert that nunc
pro tunc relief is appropriate under the Third Circuit's
"extraordinary circumstances" test.  Bain also contests that the
Fee Application satisfies the Local Rules by providing sufficient
details of the services provided.

            Judge Walrath Discusses The Rules
             Governing Nunc Pro Tunc Relief

In her Opinion of the Court, Judge Walrath notes that generally,
under the strictures of the Bankruptcy Code, the court must
approve a debtor's retention of professionals in advance of the
services to be performed.  This method of proceeding provides
notice to all parties in interest and an opportunity to object to
the retention on necessity or conflict grounds.  And prior
approval also ensures that the bankruptcy court knows the type of
professional engaged, its integrity, its experience with the type
of service to be provided and its competency. Prior approval also
ensures that the appropriateness of the professional's retention
is resolved prior to its provision of services.  In re Arkansas,
798 F.2d 645, 648 (3d Cir. 1986).   Accordingly, writes Judge  
Walrath, debtors typically file retention applications on the
first day of a case.  F/S Airlease, Inc. v. Simon, 844 F.2d 99,
106 (3d Cir. 1988).

Judge Walrath points out, however, that in some circumstances
prior retention, before the professional's performance of the
services, may not be possible due to the nature of the services to
be performed.  In those circumstances, approval may be granted
later in the discretion of the court.  Such nunc pro tunc relief,
stresses Judge Walrath, is an extraordinary remedy.  In the Third
Circuit, the bankruptcy court may grant retroactive approval only
if it finds that it would have granted prior approval and that the
delay in seeking approval was due to extraordinary circumstances
beyond the professional's control.  In re Arkansas, 798 F.2d at
650.

                 The Rule of Prior Approval

Judge Walrath explains that the Bankruptcy Court, therefore, must
first determine in the instant case whether Bain satisfies the
Bankruptcy Code's requirements for prior approval of a
professional; namely, that the applicant be disinterested, not
have an adverse interest, and that the services to be performed
are necessary under the circumstances.  11 U.S.C. sections 327(a),
1103(a).

A disinterested person, writes the Judge, is someone who "is not a
creditor, an equity security holder, or an insider."  11 U.S.C.
section 101(14)(a).  Although section 327 (a) imposes a per se
disqualification on any professional who has an actual conflict of
interest, the court may not disqualify a professional on the
appearance of a conflict alone.  For example, prior representation
of the debtor does not, by itself, merit disqualification,
comments Judge Walrath. 11 U.S.C. section 1107(b).  See also to
this effect the case of In re Pillowtex, Inc., 304 F.3d 246, 251
(3d Cir. 2002).

Receipt of a preferential transfer, however, does constitute an
actual conflict of interest requiring disqualification.  In re
First Jersey Securities, Inc., 180 F.3d 504, 509 (3d Cir. 1999).  
The receipt of a preferential transfer creates a conflict with
unpaid creditors, observes Judge Walrath, because a payment by an
insolvent debtor to one creditor is necessarily paid at the
expense of another creditor.  Pillowtex, 304 F.3d at 252.  

Bain contends that it is disinterested under section 327(a)
because it has no connection with the Debtors, their creditors or
any related parties.  Bain admits that it did receive various
payments from the Debtors within ninety days of the Petition Date.  
But Bain contends that these payments were made in the ordinary
course of business.  However, Judge Walrath notes that the
Supplemental Affidavit of Mark Kovac, submitted by Bain, does not
support Bain's assertion that certain March invoices were paid in
the ordinary course of business between the parties.  The prior
practice of the parties was for payment to be made within three to
four weeks of the invoice date.  In contrast, the March invoices
-- totaling $1,071,858.76 -- were paid within one week of
submission, the actual day of payment being on the day preceding
the Petition Date,  Therefore, concludes Judge Walrath, payment of
these invoices appears to be outside the ordinary course of
business.  

Accordingly, it is likely that Bain's retention would have been
rejected due to the presence of an actual conflict -- a
preferential transfer.  It is inappropriate for a bankruptcy court
to approve retention of professionals who received a preference,
further concludes Judge Walrath.

The United States Trustee also objects to the Retention
Application on the ground that the Debtors' estates derived no
benefit from Bain's services.  In particular, the UST asserts that
the Bain retention was not appropriate because the Debtors'
businesses were being prepared for sale or were sold after the
inception of Debtors' bankruptcy cases.  But Bain contends that it
performed significant services that enabled the Debtors to
maintain and increase the value of the Debtors' assets which
subsequently were sold.

Judge Walrath, addressing the UST's objection and Bain's
contention, remarks that indeed Bain may have provided value to
the Debtors' estates.  Nonetheless, concludes Judge Walrath, the
"fact that the applicant's services were beneficial to the
debtor's estate is immaterial to this Court's decision regarding
nunc pro tunc approval" as that law is articulated under the
Bankruptcy Code.  Airlease, 844 F.2d at 108.

           The Rule Of Extraordinary Circumstances

Continuing her exploration of the rules relating to nunc pro tunc
approval of professionals by the Bankruptcy Court, Judge Walrath
writes that "[e]ven if a profession would have been retained had
the application been timely filed, nunc pro tunc approval is
limited to cases where extraordinary circumstances are present."  
See also Arkansas, 798 F.2d at 649.  To find whether extraordinary
circumstances are present "will require consideration of factors
such as whether the applicant or some other person bore
responsibility for applying for approval; whether the applicant
was under time pressure to begin services without approval; the
amount of delay after the applicant learned that initial approval
had not been granted; the extent to which compensation to the
applicant will prejudice innocent third parties; and other
relevant factors."  Arkansas at 650.  Judge Walrath further points
out that "[m]ere inadvertence or oversight of counsel, however,
does not constitute excusable neglect sufficient to relieve the
parties of the consequences of their actions."  

Judge Walrath describes how the Third Circuit Court of Appeals has
dealt with the rule of extraordinary circumstances:  He wrote that
the Third Circuit, applying the relevant factors in the Arkansas
case, rejected a nunc pro tunc retention request where the
professional was a sophisticated businessman who was well aware of
the requirements for prior bankruptcy approval.  Arkansas, 844
F.2d at 99.  Although recognizing the time pressures to provide
services in that case, the Circuit Court rejected the retention,
in part, because the professional did not seek approval of his
retention until seven months after he had completed his services
and nine months after the petition date.  In the instant case, the
delay was similar.  The Retention Application was filed more than
four months after the case was filed and services were completed.

Judge Walrath then deals, in her Opinion, with professional Bain's
assertion that extraordinary circumstances did exist preventing
the timely filing of Bain's Retention Application.  Bain contends
that it should not be punished for the Debtors' failure to file
the Retention Application sooner.  Judge Walrath, however, finds
that, although sections 327 and 1101 of the Bankruptcy Code
provide that the debtors are to file the Retention Application,
the requirements of these sections cannot relieve the professional
from insuring that the Court's approval of such retention has been
sought.  F/S Airlease, 844 F.2d at 107.  

Judge Walrath, therefore, looking at both the Bankruptcy Code and
the case law, concludes that neglect by Debtors' counsel in
failing to file a timely application does not amount to
extraordinary circumstances permitting nunc pro tunc retention.  
Otherwise, the Code's prior approval requirement could be avoided
for all non-attorney professionals who would merely argue that the
debtor's attorney was responsible for the failure to file.  

Accordingly, Bain is not entitled to nunc pro tunc retention
simply because of the failure of Debtors' counsel to timely file
the Retention Application.  The Court does not find sufficient
Bain's contention that nunc pro tunc retention is appropriate
because it lacked bankruptcy experience and was not familiar with
the formal retention procedures, writes Judge Walrath, adding that
the Third Circuit specifically has rejected this argument.  F/S
Airlease, 844 F.2d at 106-07.  The requirements of the Bankruptcy
Code cannot relieve professionals from knowing that approval is
necessary.  Bain pleads lack of sophistication, but Judge Walrath
points out that Bain is one of the world's leading global business
consulting firms that has worked with more than 2,500 clients in
virtually every industry since its founding in 1973.  Bain's
assertion that time pressures existed at the time it provided
services also is insufficient in that Bain completed its work on
April 11, 2003; yet, the Retention Application was not filed until
four months later.

Applying the Arkansas and F/S Airlease cases to the instant case,
writes Judge Walrath, "we find no extraordinary circumstances
warranting approval of the Bain nunc pro tunc.  While this result
may seem harsh, without such a standard, the bankruptcy court may
be overly inclined to grant such approval influenced by claims of
hardship due to work already performed."  Accordingly, Judge
Walrath concludes that the Bain Retention Application is denied.

                  Bain's Fee Application

Judge Walrath, turning next to the Fee Application, concludes that
because the Court is denying the Bain Retention Application, Bain
cannot be reimbursed for the services provided by it to the
Debtors.  "A professional seeking compensation from the bankruptcy
estate may not be paid for work done prior to the filing and
allowance of his application of employment."  In re Bobroff, 64
B.R. 308 (Bankr. E.D. Pa. 1986).  Accordingly, Judge Walrath
concludes that the Fee Application is denied.
  

FLINTKOTE COMPANY: Futures Rep. Hires Young Conaway as Counsel
--------------------------------------------------------------
Lawrence Fitzpatrick, as the legal representative for future
claimants in The Flintkote Company's chapter 11 cases, wants
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor LLP as his
counsel in Flintkote's bankruptcy proceeding.

Mr. Fitzpatrick expects Young Conaway to:

      a) provide legal advice with respect to the Futures       
         Representative's powers and duties as Futures
         Representative for the future claimants;

      b) take any and all actions necessary to protect and
         maximize the value of the Debtor's estate for the
         purpose of making distributions to future claimants and
         to represent the Futures Representative in connection
         with negotiating, formulating, drafting, confirming and
         implementing a plan(s) of reorganization, and
         perform such other functions as are set forth in
         Section 1103(c) of the Bankruptcy Code or as are
         reasonably necessary to effectively represent the
         interests of the future claimants;

      c) prepare, on behalf of tire Futures Representative,
         necessary applications, motions, objections, answers,
         orders, reports and other legal papers in connection
         with the administration of the estates in this case;
         and

      d) perform any other legal services and provide other
         support requested by the Futures Representative in
         connection with this chapter 11 case.

The attorneys and paralegal presently designated to represent Mr.
Fitzpatrick and their current standard hourly rates are:

         Professional          Designation    Billing Rate
         ------------          -----------    ------------
         James L. Patton, Jr.  Partner        $550 per hour
         Edwin J. Harron       Partner        $385 per hour
         M. Blake Cleary       Associate      $340 per hour
         Maribeth L. Minella   Associate      $255 per hour
         Matthew McGuire       Associate      $230 per hour
         Stephanie Hubloue     Paralegal      $130 per hour

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).  
Attorneys at Sidley Austin Brown & Wood LLP serve as lead counsel
to the Company.  James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young &
Jones serve as local counsel to 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.


FOSTER WHEELER: Secures Feed Contract from Bahrain National Gas
---------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) announced that its subsidiary
Foster Wheeler Energy Limited has been awarded a contract by the
Bahrain National Gas Company (BANAGAS) for front-end engineering
design to revamp BANAGAS' liquefied petroleum gas (LPG)
facilities. The value of the contract was not disclosed.

BANAGAS is 75 percent owned by the Government of Bahrain with the
remaining 25 percent equally owned by the Arab Petroleum
Investment Corporation and Caltex Bahrain.

Ian Bill, chairman & chief executive of Foster Wheeler Energy
Limited, said: "The award of this contract by BANAGAS reflects
Foster Wheeler's extensive experience in sour gas/condensate
handling and LPG treatment. We are pleased to assist BANAGAS in
the development of Bahrain's oil and gas industry. This builds on
the good relationship that we have already established with the
Bahrain Petroleum (BAPCO) refinery, part of the same group of
companies as BANAGAS."

The BANAGAS LPG facilities will process 308 MMSCFD of associated
sour gas with Arab gas and refinery offgas rich in LPG liquids.
The present facilities process 280 MMSCFD of gas in two
gas/condensate reception plants with associated gas treatment and
LPG/naphtha export facilities, located at the Bahrain oil field,
south of Awali, and refrigerated product storage and loading areas
at Sitra, 15 kms south of Manama, the capital of Bahrain.

Foster Wheeler will undertake the front-end engineering design for
the revamp of process units at both of the central gas plants, the
refrigerated product storage area and export facilities at Sitra,
including the transfer pipelines. This may involve the use of new
technology and the potential upgrade of the lean oil system at the
central gas plants.

The LPG products and naphtha are exported under existing marketing
agreements. The naphtha is routed via the BAPCO refinery and the
residue gas, mainly methane and ethane, is routed to Aluminium
Bahrain (ALBA), the BAPCO refinery and Electricity Directorate's
Riffa power station.

Foster Wheeler Ltd. -- whose December 26, 2003 balance sheet shows
a total shareholders' deficit of $872,440,000 -- is a global
company offering, through its subsidiaries, a broad range of
design, engineering, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, oil and gas, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries. The corporation is based in Hamilton, Bermuda, and its
operational headquarters are in Clinton, New Jersey, USA. For more
information about Foster Wheeler, visit http://www.fwc.com/


GLOBAL CROSSING: Centillion Presses for $1M Settlement Payment
--------------------------------------------------------------
Centillion Data Systems, LLC, asks Judge Gerber to compel the
Global Crossing Debtors to comply with their Court-approved
Settlement Agreement.

On April 9, 2002, Centillion filed a motion to lift the automatic
stay to proceed with a prepetition patent infringement lawsuit
pending in the United States District Court for the District of
Indiana.  On November 18, 2002, the Debtors and Centillion
entered into a Settlement Agreement resolving the claims raised
in the patent infringement lawsuit.  The Settlement provided,
inter alia, that Centillion would grant the Debtors a fully paid
up license until December 31, 2003 under U.S. Patent Nos.
5,287,270 and 5,325,290 and other related patents in exchange for
a general unsecured claim against the Debtors for $5 million and
an administrative expense claim for $750,000.  The Settlement
Agreement further provided that the Debtors would be obligated to
pay Centillion an additional $1 million for a license beyond the
December 31 expiration if Global Crossing continued to use the
technology covered by the Patents.  The Court approved the
Settlement Agreement pursuant to Rule 9019 of the Federal Rules
of Bankruptcy Procedure.

Centillion tells the Court that the Debtors continued to use the
technology covered by the Patents after they emerged from Chapter
11 and after the December 31 expiration date.  Since the Debtors'
use of the technology covered by the Patents after December 31
obligated them to pay $1 million to Centillion, Centillion's
counsel sent them a letter demanding payment.  Centillion sent
another letter on January 2, 2004 constituting a formal notice of
its demand for payment pursuant to the Settlement Agreement.  The
Debtors' counsel eventually responded in writing rejecting
Centillion's demand for payment and asserting that "Global
Crossing ceased all use of the technology in early December
2003."

By letter dated January 28, 2004, Centillion's counsel refuted
the Debtors' contention by pointing out that Global Crossing's
own Web site acknowledged that, as of January 28, 2004, Global
Crossing was still using the technology covered by the Patents.
Centillion's counsel also asked the Debtors to forward any
documents supporting their position that they ceased using the
Patent-related technology in December 2003.  Centillion did not
receive any such documents.

While the Debtors apparently migrated some customers away from
their Expressview system to their new etraffic system, they
continued to distribute Expressview CDs to customers at least as
late as February 2004.  The Debtors' new etraffic system and
other alleged new technology also continue to use the technology
covered by the Patents.

Thus, Centillion wants the Court to compel the Debtors to pay the
$1 million settlement amount.

Centillion intends to take discovery from the Debtors and their
customers to further establish the use of technology covered by
the Patents.  Centillion maintains that the Debtors should not be
permitted to realize the unfair advantage of enjoying the use of
the technology covered by the Patents after December 31, 2003
while failing to fulfill their obligations under the Settlement
Agreement in violation of the Settlement Order.

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)


GREENPARK FRANKLIN: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Greenpark Franklin Canyon LLC
        3010 Old Ranch Parkway #330
        Seal Beach, California 90740

Type of Business:  ContraCostaTimes.com relates that Greenpark
                   Franklin Canyon is the author of a plan to
                   develop more than 500 houses, a hotel, offices
                   and stores in Franklin Canyon.  Greenpark
                   purchased the 456-acre property in 1999 for $15
                   million cash and a $16 million note.  
                   ContraCostaTimes.com identifies Peter Kiesecker
                   as the company's president.  

Bankruptcy Case No.: 04-13235

Chapter 11 Petition Date: May 17, 2004

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: Alan J. Friedman, Esq.
                  Marshack, Shulman & Hodges LLP
                  840 Newport Center Drive Suite #400
                  Newport Beach, CA 92660
                  Tel: 949-760-5107

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Empire Land LLC                                       $2,000,000
3536 Concours St., Ste 300
Ontario, CA 91764

East Bay Municipal Utility    Utility                   $170,000

Reed Smith, Crosby, Heafy,                               $97,000
LLP

Nossaman, Guthner, Knox &     Trade Debt                  $2,217
Elliot, LLP

Sycamore Associates, LLC      Biological and              $1,144
                              related services,
                              purchaser


GREENWICH CAPITAL: Fitch Gives Low-B Ratings to 6 2002-C1 Classes
-----------------------------------------------------------------
Greenwich Capital Commercial Mortgage Trust's mortgage pass-
through certificates, series 2002-C1, are affirmed by Fitch
Ratings as follows:

               --$66.9 million class A-1 'AAA';
               --$85.8 million class A-2 'AAA';
               --$137.8 million class A-3 'AAA';
               --$608.2 million class A-4 'AAA';
               --Interest-only class XPB 'AAA';
               --Interest-only class XP 'AAA';
               --Interest-only class XC 'AAA';
               --$46.5 million class B 'AA';
               --$11.6 million class C 'AA-';
               --$14.5 million class D 'A+';
               --$20.4 million class E 'A';
               --$16 million class F 'A-';
               --$16 million class G 'BBB+';
               --$17.4 million class H 'BBB';
               --$14.5 million class J 'BBB-';
               --$20.4 million class K 'BB+';
               --$20.4 million class L 'BB';
               --$8.7 million class M 'BB-';
               --$5.8 million class N 'B+';
               --$8.7 million class O 'B';
               --$4.4 million class P 'B-'.

Fitch does not rate the $24.7 million class Q certificates.

The rating affirmations follow Fitch's review of the transaction,
which closed in December 2002. As of the May 2004 distribution
date, the pool's aggregate certificate balance has decreased 1.2%,
to $1.16 billion from $1.18 billion at issuance. To date, there
have been no loan payoffs or losses.

The largest loan in the pool, The A-Note of 311 South Wacker Drive
(6.23%) maintains an investment grade credit assessment. The B-
note to this loan, totaling 1.29% of the current principal
balance, also resides within the trust. As of year-end 2003,
occupancy at the property has slightly decreased to 81% from 82%
at issuance. The debt service coverage ratio has remained stable
at 1.32 times as of year-end 2003 since issuance. The Fitch
stressed DSCR was calculated using net cash flow adjusted for
market vacancy, capital reserves and non-cash items, divided by
actual debt service utilizing a stressed refinance constant.

Currently, two loans (1%) are in special servicing, with losses
projected on one of these loans. The largest of these loans (0.6%)
is a mixed-use property located in Kingwood, Texas. The property
remains current, although it remains at the special servicer in
order to monitor the timely payment of debt service pursuant to a
forbearance agreement.

The second largest specially serviced loan (0.5%) is secured by an
office property in Tampa, Florida. The property is currently in
foreclosure. The borrower has recently filed for bankruptcy. The
special servicer is currently assessing the condition of the
property and evaluating workout options.


HANSCO TECHNOLOGIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Hansco Technologies, Inc.
        17 Philips Parkway
        Montvale, New Jersey 07645

Bankruptcy Case No.: 04-27351

Type of Business: The Debtor imports precision machines tools.
                  See http://www.hanscotech.com/

Chapter 11 Petition Date: May 20, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Michael S. Kopelman, Esq.
                  Kopelman & Kopoelman LLP
                  55 Main Street
                  Hackensack, NJ 07601
                  Tel: 201-489-5500

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

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


HERBST GAMING: S&P Upgrades Corporate Credit Rating to B+ from B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Herbst
Gaming Inc., including its corporate credit rating to 'B+' from
'B', given continued solid operating performance and the
expectation that this trend will continue in the intermediate
term.

In addition, Standard & Poor's assigned a 'B+' rating and the
recovery rating of '3' to the company's proposed bank facility,
indicating a meaningful recovery of principal (50-80%) in the
event of default. The facility consists of a $90 million five-year
revolver and $60 million five-year term loan. Standard & Poor's
also assigned a 'B-' rating to the company's proposed $150 million
senior subordinated notes due 2012. Las Vegas, Nevada-based Herbst
is slot machine route operator.

Proceeds under these transactions will be used to repay the
company's existing $215 million senior secured notes, to fund a
$32 million premium to repay these notes, to fund a $10 million
dividend, and for fees and expenses associated with this
transaction. "Upon successful close of these transactions, we will
withdraw the rating on the company's existing senior secured
notes," said Standard & Poor's credit analyst Peggy Hwan. Total
pro forma debt at March 31, 2004, was about $250 million. The
outlook is stable.

With the acquisition of Anchor Coin, Herbst further expanded its
presence in the Nevada route business with an additional 1,100
machines in more than 88 locations, bringing its total base of
slot machines in the route segment to approximately 6,800 machines
and, including casinos, to approximately 8,400 machines throughout
the state of Nevada. The route segment benefits from a substantial
recurring revenue and cash flow stream, as long-term contracts
account for a majority of revenues and EBITDA, and renewal rates
have historically been extremely high. EBITDA for the 12 months
ended March 31, 2004, was about $60 million, an approximately 35%
increase over the same prior year period.


HIGH FALLS: Fails to Pay $140,000 Quarterly Interest to Genesee
---------------------------------------------------------------
High Falls Brewing Company, LLC failed to make a quarterly
interest payment to Genesee Corporation on the subordinated
$4 million note from High Falls held by Genesee. This interest
payment, which amounted to approximately $140,000, was due on
March 15, 2004 and was subject to a grace period which has
expired, making the payment failure an event of default under the
Note. As disclosed in previous Genesee public reports, Genesee is
awaiting a refinancing proposal from High Falls.


ITC DELTACOM: Kingdom Capital Reports 6.93% Equity Stake
--------------------------------------------------------
Kingdon Capital Management, LLC beneficially owns 3,593,877 shares
of the common stock of ITC Deltacom, Inc., representing 6.93% of
the outstanding common stock of the Company.  Kingdon Capital
holds sole voting and dispositive powers over the stock.

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25, 2002.
Rebecca L. Booth, Esq., Mark D. Collins, Esq. at Richards, Layton
& Finger, P.A. and Martin N. Flics, Esq., Roland Young, Esq. at
Latham & Watkins represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $444,891,574 in total assets and $532,381,977
in total debts.


IT GROUP: Committee Objects to Six Big Administrative Claims
------------------------------------------------------------
Six claimants filed administrative claims against the IT Group,
Inc., Debtors:

A. Williams Strategic Sourcing Corporation

The IT Group Debtors and Williams Strategic entered into a Master
Environmental Service Agreement on August 25, 1999, to govern the
services rendered by the Debtors at 54 sites -- 50 in Tennessee
and 4 in Texas.

On July 15, 2002, The Williams Co. filed a $979,562 general
unsecured claim based on "services purchased from the Debtor."  
Williams does not assert with specificity the basis for the
Claim.  Instead, Williams attached the Master Environmental
Service Agreement, with portions, presumably the portions
relevant to the Claim, highlighted and circled.

The Official Committee of Unsecured Creditors objects to the
claim to the extent that The Shaw Group, pursuant to the Asset
Purchase Agreement, assumed the Claim and Shaw has remitted
payment of the claim.

The Debtors' financial advisors have confirmed that Shaw remitted
payment for at least a portion of unpaid invoices related to the
Claim.  To the extent claims have been assumed and satisfied by
Shaw, these claims should not be allowed against the Debtors'
estates.

Furthermore, the Claim relates, at least in part, to amounts
allegedly due and owing to subcontractors utilized by the Debtors
on the projects.  Numerous subcontractors have also filed claims
in these cases.  The claim must be disallowed to the extent that
it is duplicative of the claims filed by the subcontractors.  
Absent disallowance of the claims, the Debtors' estates may be
forced to pay twice on the amounts due to the subcontractors, to
the detriment of the other creditors.

B. Lumbermens Mutual Casualty Company

At various times before the Petition Date, the Debtors entered
into various agreements with certain third parties to provide
services in connection with the Agreements.  The Debtors and
Lumbermens entered into various bonds in favor of the Third
Parties, wherein the Debtors acted as principal and Lumbermens
acted as surety on the Bonds.  The aggregate amount available
under the Bonds is $51 million.

Under the Bonds, Lumbermens agreed to pay the Third Parties any
amounts the Debtors failed to pay for obligations associated with
the Third Party Agreements.

Contemporaneously, with the issuance of the Bonds, the Debtors
and Lumbermens entered into a certain General Agreement of
Indemnity dated December 3, 1998, whereby the Debtors agreed to
indemnify Lumbermens for all payments it made on the Debtors'
behalf under the Bonds.

On July 10, 2002, Lumbermens filed a contingent claim, alleging
that the Debtors are liable for $51,412,602 under the
Indemnification Agreement.  In support of its Claim, Lumbermens
attached certain documents to its Claim purporting to establish
that it has made certain payments on the Debtors' behalf in
connection with the Third Party Agreements.  

Eric M. Sutty, Esq., at The Bayard Firm, in Wilmington, Delaware,
asserts that the calculations indicated in the Supporting
Documents do not support the amount asserted in Lumbermens'
Claim.

Lumbermens failed to provide the Bonds or the Third Party
Agreements on which their Claim is based.  Also, Lumbermens'
Claim does not include demands for payment by the Third Parties
or evidence of its payment pursuant to the demands.  Lumbermens'
Claim is therefore unenforceable against the Debtors and should
be disallowed pursuant to Section 502(b)(1) of the Bankruptcy
Code.

C. PPG Industries, Inc.

PPG Industries seeks allowance and payment of a purported
administrative expense claim for $327,477.

PPG, as a project owner, entered into a certain General Agreement
for Environmental Design Build Services with WIT Kaiser
International Group, IT Corporation's predecessor-in-interest.  
PPG failed to pay IT Corp. for its prepetition services under the
Contract.  IT Corp. performed no postpetition services under the
Contract.

Before and after the Petition Date, IT Corp. submitted to PPG a
number of invoices itemizing all work, labor, and services
performed and disbursements advanced in connection with the
Contract.  Under the Contract, each invoice was to be paid within
30 days of receipt.  

On the Petition Date, PPG owed IT Corp. at least $622,761 for
services rendered prior to the Petition Date pursuant to invoices
submitted by IT Corp., including Invoice No. 462846 dated
November 9, 2001 for $253,742.

On January 23, 2002, IT Corp forwarded to PPG Invoice No. 470787
asserting $191,871, also for work performed after the Petition
Date.  On January 24, PPG paid only $177,243 of the total
$253,742 due under Invoice No. 462846.  On February 26, PPG paid
$150,233.

The total amount of the Invoice Payments made by PPG on
January 24, 2002 and February 26, 2002, was $327,477.  This is
the same amount that PPG currently seeks to have allowed as an
administrative expense pursuant to Section 503(b)(1)(A) of the
Bankruptcy Code.  PPG has already conceded that it continues to
owe IT Corp. at least $357,003.

The Court permitted the Debtors to reject the Contract pursuant
to Section 365 of the Bankruptcy Code.

On July 15, 2002, PPG filed Claim Nos. 3615, 4483 and 4484
aggregating $7,031,720, which included, among other things, the
Invoice Payments, as well as rejection damages under the
Contract.

On December 23, 2002, Envirocraft Corporation commenced an action
in the Superior Court for the State of New Jersey, styled
Envirocraft Corporation v. PPG Industries, et al.  The action was
removed to the U.S. District Court for the District of New
Jersey, and then transferred to the U.S. District Court for the
District of Delaware, where it is pending.

In the District Court Action, PPG asserted certain of the claims
against IT Corp. set forth in its Proofs of Claim.  IT Corp.,
through the Committee, has answered the claims and asserted
various counterclaims against PPG in the District Court Action.
The factual dispute between IT Corp. and PPG with respect to the
total amount of PPG's debt under the Contract is currently before
the District Court.

On January 14, 2004, PPG sought allowance and payment of its
alleged administrative claims for $327,477 representing its
Invoice Payments to the Debtors.

Mr. Sutty points out that PPG holds no administrative claims
against the Debtors whatsoever.  Rather, PPG filed proofs of
claim asserting unsecured prepetition claims against the Debtors
with respect to a prepetition services contract between itself
and a predecessor to one of the Debtors, IT Corp.  

IT Corp. performed no postpetition services under the contract,
which was rejected by the Debtors in their Chapter 11 cases.  PPG
owed, and still owes, payments to IT Corp. for the prepetition
services that IT Corp. performed under the contract.

Consequently, PPG paid some of its debt under the prepetition
contract by making two postpetition payments to the Debtors
aggregating $327,477.  

Mr. Sutty tells Judge Walrath that PPG seeks nothing more than to
elevate an alleged prepetition claim for recovery of the Invoice
Payments to administrative status.  There is no basis, however,
in law or fact that supports PPG's argument that it holds an
administrative claim against the Debtors for a return of the
Invoice Payments.  Therefore, PPG's request is without merit.

D. Greenwich Insurance Company

Before the Petition Date, the Debtors and American International
Specialty Lines Insurance Company entered into an Insurance and
Work Agreement dated as of October 16, 2000.  Under the AIS
Agreement, the Debtors provided operation and maintenance
services in connection with the Iron Mountain Mine Superfund
Site.

On December 8, 2002, the Debtors and Greenwich Insurance Company
entered into a Financial Guarantee Bond, Bond No. 45026001, in no
greater than $10 million, in favor of AIS, wherein the Debtors
acted as principal and Greenwich acted as co-surety together with
NAC Reinsurance Corporation.

At various times before the Petition Date, the Debtors entered
into various agreements with certain parties to provide certain
services.  

Also at various times prior to the Petition Date, the Debtors and
Greenwich entered into various bonds in addition to the AIS Bond
in favor of the Third Parties, wherein the Debtors acted as
principal and Greenwich acted as surety on the Bonds.  The
aggregate amount available under the Bonds total $17,950,000,
including the AIS Bond.

Under the Bonds, Greenwich agreed to pay the Third Parties any
amounts the Debtors failed to pay for obligations associated with
the Third Party Agreements.

With the issuance of the Bonds, the Debtors and Greenwich entered
into a certain Commercial Surety General Indemnity Agreement
dated December 8, 2000, wherein the Debtors agreed to indemnify
Greenwich for all payments it made on the Debtors' behalf under
the Bonds.

On July 15, 2002, Greenwich filed a contingent claim, alleging
that the Debtors are liable for $17,950,000 under the Indemnity
Agreement.  Greenwich seeks payment from the Debtors for alleged
liabilities arising in connection with the Third Party
Agreements.  Specifically, Greenwich alleges that the Debtors are
liable to it for all payments it made under the Bonds to Third
Parties on the Debtors' behalf, in connection with the Third
Party Agreements.

Greenwich attached certain documents to its Claim purporting to
establish that it made certain payments on the Debtors' behalf in
connection with the Third Party Agreements.

Also on July 15, 2002, NAC Reinsurance Corporation, in its
capacity as Co-Surety on the AIS Bond, filed Claim No. 3647
against the Debtors seeking indemnification in the full amount of
the AIS Bond to recover payments it allegedly made to AIS under
the AIS Bond.

AIS also filed Claim No. 4598 against the Debtors seeking to
recover damages of $30 million plus an unliquidated amount,
arising under the AIS Agreement.

No other entity or individual has made any claim against the
Debtors, which Greenwich would be obligated to cover under the
Bonds.

The Committee asks the Court to disallow and expunge Greenwich's
Claim because it is a claim for reimbursement or contribution.  
Mr. Sutty argues that the Bankruptcy Code requires disallowance
of any claim (i) for reimbursement or contribution, (ii) by an
entity co-liable with the debtor or an underlying claim, and
(iii) where the underlying claim is either disallowed or
contingent, like Greenwich's Claim against the Debtors.

Greenwich is also co-liable with the Debtors because both are
obligated to the Third Parties under the Bonds, Mr. Sutty says.
The calculations indicated in the supporting documents provided
also do not support the amount asserted in Greenwich's Claim.  
Greenwich has failed to allege the facts necessary to establish a
legal liability to support its Claim.  

E. Travelers Casualty & Surety Company

Travelers Casualty issued payment, performance, bid and other
bonds for the Debtors' contracts on numerous construction
projects -- the Third Party Agreements.  A portion of these bonds
relate to contracts performed by Beneco Enterprises, Inc., and
Roche Construction.  Neither of these parties are Debtors in
these cases.

On July 15, 2002, Travelers Casualty filed a claim seeking
payment from the Debtors for alleged liabilities arising, or
which may arise, in connection with the Third Party Agreements.  
Travelers Casualty alleged that the Debtors are liable to it --
through an indemnity provision in the bond -- for all payments
Travelers Casualty has made, or may be required to make, to third
parties on the Debtors' behalf in connection with the Third Party
Agreements.

The Committee asks the Court to disallow and expunge Travelers
Casualty's Claim because the Claim is a contingent claim for
contribution by a co-liable party pursuant to Section
502(e)(1)(B) of the Bankruptcy Code.

"The Claim fails to prove that Travelers Casualty is entitled to
any reimbursement or contribution because the supporting
documents do not establish that it actually made payments on the
Debtors' behalf under the Third Party Agreements in the full
amount asserted in the Claim," Mr. Sutty says.  To the extent
that the Claim includes amounts that have not been distributed,
but which represent potential claims that Travelers Casualty
incurred, the Claim should be reduced or disallowed under the
Bankruptcy Code.

Travelers Casualty also filed 14 claims against various Debtors
arising from the same transactions.  Mr. Sutty asserts that the
claims are identical in all material respects, but for the Debtor
against whom the Claim was fled.  The duplicate claims must be
disallowed to avoid duplicate payment based on the same Claim.

F. NAC Reinsurance Corporation

On December 8, 2000, the Debtors and NAC Reinsurance Corporation
entered into a Financial Guarantee Bond, Bond No. 45026001, in an
amount not greater than $10 million, in favor of American
International Specialty Lines Insurance Company, wherein the
Debtors acted as principal and NAC Reinsurance acted as co-surety
together with Greenwich Insurance Company.

On July 15, 2002, NAC Reinsurance filed a contingent claim,
alleging that the Debtors are liable for the entire $10 million
available under the AIS Bond.  NAC Reinsurance seeks payment from
the Debtors for alleged liabilities arising in connection with
the AIS Agreement.  NAC Reinsurance alleges that the Debtors are
liable for all payments it has made under the AIS Bond to AIS on
the Debtors' behalf in connection with the AIS Agreement.

In support of its Claim, NAC Reinsurance attached documents to
its Claim, as proof that it made certain payments on the Debtors'
behalf in connection with the AIS Agreement.  

On July 15, 2002, Greenwich, in its capacity as Co-Surety, filed
Claim No. 3649 against the Debtors also seeking indemnification
in the full amount of the AIS Bond -- $10 million -- to recover
payments it allegedly made to AIS under the AIS Bond.

In addition, on July 15, 2002, AIS filed Claim No. 4598 against
the Debtors, seeking to recover damages for $30 million, plus an
unliquidated amount, allegedly arising under the AIS Agreement.

No other entity or individual has made any claim against the
Debtors, which NAC Reinsurance would be obligated to cover under
the AIS Bond.

Mr. Sutty argues that the calculations indicated in NAC
Reinsurance's supporting documents do not support the amount
asserted in its Claim.  The Claim failed to provide any evidence
that NAC Reinsurance made payments on account of claims made
against the AIS Bond.  NAC Reinsurance has also failed to provide
any evidence that the Debtors agreed to indemnify it.  

"In the absence of proof of liability, the NAC Claim is
unenforceable against the Debtors and, therefore, should be
disallowed pursuant to section 502(b)(1) of the Bankruptcy Code,"
Mr. Sutty maintains.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and  
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


J.P. MORGAN: Fitch Assigns Low-B Ratings to 6 2004-C2 Classes
-------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp.'s
commercial mortgage pass-through certificates, series 2004-C2, are
rated by Fitch Ratings as follows:

               --$92,000,000 class A-1 'AAA';
               --$100,000,000 class A-2 'AAA';
               --$431,388,000 class A-3 'AAA';
               --$274,447,000 class A-1A 'AAA';
               --$1,034,969,381 class X* 'AAA';
               --$24,581,000 class B 'AA';
               --$10,350,000 class C 'AA-';
               --$24,580,000 class D 'A';
               --$9,056,000 class E 'A-';
               --$11,644,000 class F 'BBB+';
               --$7,762,000 class G 'BBB';
               --$11,643,000 class H 'BBB-';
               --$6,469,000 class J 'BB+';
               --$5,175,000 class K 'BB';
               --$2,587,000 class L 'BB-';
               --$3,881,000 class M 'B+';
               --$2,588,000 class N 'B';
               --$2,587,000 class P 'B-';
               --$5,800,000 class RP-1 'A';
               --$4,500,000 class RP-2 'A-';
               --$4,750,000 class RP-3 'BBB+';
               --$5,150,000 class RP-4 'BBB';
               --$7,800,000 class RP-5 'BBB-'.
               *Interest-only

Classes A-1, A-2, A-3, B, C, D, and E are offered publicly, while
classes X, A-1A, F, G, H, J, K, L, M, N, P, RP-1, RP-2, RP-3, RP-
4, and RP-5 are privately placed pursuant to rule 144A of the
Securities Act of 1933. With the exception of the RP certificates,
which represent an interest in a subordinate note secured by the
Republic Plaza property, the certificates represent beneficial
ownership interest in the trust, primary assets of which are 131
fixed-rate loans having an aggregate principal balance of
approximately $1,034,969,381 as of the cutoff date.


JLG INDUSTRIES: Strong Product Demand Drives Revenues up 55%
------------------------------------------------------------
JLG Industries, Inc. (NYSE:JLG) announced consolidated revenues
for the third quarter ended April 30, 2004 of $318.7 million,
which represented a 55 percent increase from the prior year,
including revenues from OmniQuip products of $67.1 million.
Revenues from traditional JLG products increased $45.9 million or
22 percent. Adjusted to eliminate the impact of integration
expenses, earnings for the third quarter were $.24 per diluted
share versus $.05 in the prior year. Unadjusted reported earnings
on a GAAP basis for the third quarter are $.20 per diluted share
versus $.05 in the prior year.

Excluding integration costs, gross profit margin improved to
20.4 percent in the third quarter compared with 16.8 percent in
the same period last year, and operating income improved to
$26.5 million or 8.3 percent versus $8.6 million or 4.2 percent
for the year-ago period.

                     Year-To-Date Results

For the nine months of fiscal 2004, consolidated revenues were
$768.8 million, a 49 percent increase from the prior year period,
reflecting additional revenues from OmniQuip products of $170.3
million and increased revenues from traditional JLG products of
$81 million. Adjusted to eliminate the impact of integration
expense, year-to-date earnings are $.42 per diluted share versus
$.16 for the prior year period. Unadjusted reported earnings on a
GAAP basis are $.26 per diluted share year-to-date versus $.16 in
the same period last year.

Before the impact of integration costs, gross profit margin
improved to 19.7 percent from 17.4 percent in the comparable
period last year, and operating income increased to $55.0 million
from $20.9 million in the year-ago period.

"Order patterns continued to strengthen during the third quarter
reflecting increased fleet refreshment and customer confidence,"
stated Bill Lasky, Chairman of the Board, President and Chief
Executive Officer. "Our consolidated order backlog is strong and
rising. Steel shortages have impacted our production lines
resulting in disruptions to our production schedules and higher
work-in-process inventory, however, despite these challenges, we
are pleased that our earnings are in line with our internal plans
for the year. We continue to focus on our core access products,
expanding our products and distribution strengths with our
recently announced acquisition of Delta Manlift in France and our
intended alliance with the SAME Deutz-Fahr Group for agricultural
telehandlers in Europe."

                          Outlook

Integration of the OmniQuip acquisition remains on track and ahead
of a very aggressive schedule. With the addition of Phase 2 of the
OmniQuip integration referenced in our second quarter results, our
estimate of total cost for the four-year program remains constant
at $47.8 million, while ongoing annual synergies are expected to
be slightly higher at $45.6 million. Of the $47.8 million in
costs, $27.7 million will impact the income statement and there
will be $41.2 million in cash.

For fiscal 2004, we now estimate lower than previously estimated
total costs of $30.8 million with relatively stable ongoing annual
synergies of $24.0 million. Of the $30.8 million in costs, $17.9
million will impact the income statement and there will be $26.0
million in cash.

The North American economy continues to strengthen reflecting
positive trends in construction spending, capacity utilization and
consumer confidence. The European economic indicators are also
trending in a positive direction, albeit lagging the North
American economic recovery. Although interest rates have been
stable, concerns over raw material and energy prices remain. With
the continuing positive trends of the key indicators associated
with the access industry and our nine-months revenues already
surpassing all of fiscal 2003, barring any catastrophic event, we
are optimistic about the near term.

                         Dividend

The Board of Directors of JLG Industries, Inc. declared its
regular, quarterly cash dividend of $.005 per common share. The
dividend is payable on July 9, 2004 to shareholders of record
June 18, 2004.

                        About JLG

Hagerstown, Maryland-based JLG Industries, Inc. is the world's
leading producer of access equipment (aerial work platforms and
telehandlers) and highway-speed telescopic hydraulic excavators.
The Company's diverse product portfolio encompasses leading brands
such as JLG aerial work platforms; JLG, SkyTrak, Lull and Gradall
telehandlers; Gradall excavators; and an array of complementary
accessories that increase the versatility and efficiency of these
products for end users. JLG markets its products and services
through a multi-channel network that includes a highly trained and
skilled direct sales force, direct marketing, the Internet,
integrated supply programs and a network of distributors. In
addition, JLG offers world-class after-sales service and support
for its customers in the industrial, commercial, institutional and
construction markets. JLG's manufacturing facilities are located
in the United States, Belgium and France, with sales and service
locations on six continents.

                        *   *   *

As reported in the Troubled Company Reporter's February 24, 2004
edition, Standard & Poor's Ratings Services placed its 'BB-'
corporate credit, 'BB' senior secured debt, and other ratings on
CreditWatch with negative implications. The CreditWatch listing
followed JLG's announcement that it will restate its audited
financial statements for the fiscal year ended July 31, 2003, and
possibly restate its unaudited financial statements for the fiscal
2004 first quarter ended Oct. 31, 2003.

"The CreditWatch listing reflects the potential for lower ratings
because of concerns about the integrity of JLG's financial
statements and oversight procedures," said Standard & Poor's
credit analyst Nancy Messer. "These concerns could translate into
ongoing risk with respect to reliability of the company's
financial information."


KAISER: Asks Court to Approve $1.05M Gramercy Alumina Break Up Fee
------------------------------------------------------------------
The Kaiser Aluminum Debtors seek the Court's authority to pay a
$1,050,000 termination fee to Gramercy Alumina, LLC, and St. Ann
Bauxite Limited, in the event they chose to close the sale of the
Gramercy Facility and the KJBC Interests with another purchaser
who submitted a much better offer at the auction.

The Debtors assert that the payment of the Termination Fee is
reasonable and necessary to preserve, if not enhance, the value
of the Gramercy Assets.  The Termination Fee represents a
reasonable percentage of the overall consideration being paid,
especially considering the unique nature of the Gramercy Assets.  
The payment of the Fee is further justified given the value added
to the auction process by Gramercy Alumina and Bauxite Limited's
initial bid, which set the minimum purchase price for the
Gramercy Assets and required other interested parties to increase
their bids.

Pursuant to its terms, the Purchase Agreement may be terminated
and the contemplated transactions under it may be abandoned at
any time before the Closing.  The Purchase Agreement provides
that if Gramercy Alumina and Bauxite Limited make an election at
the auction to make their bid for the Gramercy Assets binding
until the earlier of a sale to another party, or 30 days after
the Court approves a sale to another party, Gramercy Alumina and
Bauxite Limited will be eligible for payment of the Termination
Fee.

The Termination Fee will be paid to Gramercy Alumina and Bauxite
Limited if:

   (a) the Purchase Agreement is terminated by the Debtors
       pursuant to its terms, so long as the Debtors are not in
       material breach of the Agreement;

   (b) the Purchase Agreement is terminated by Gramercy Alumina
       and Bauxite Limited pursuant to its terms, so long as they
       are not in material breach of the Agreement; or

   (c) no later than 120 calendar days after the termination, the
       Debtors consummate a transaction contemplated by the
       Prevailing Bid.

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


LA COMMUNITY: Court Names Golden as Receiver & Okays Wage Payment
-----------------------------------------------------------------
Last month, the U.S. Superior Court appointed attorney Jeffrey
Golden of the Costa Mesa, Calif.-based law firm Albert, Weiland &
Golden, receiver for the Los Angeles Community Development Bank.
Last week, the U.S. Bankruptcy Court entered a ruling authorizing
payment of accrued wages for bank employees.

"[Thurs]day's ruling was significant in that it allows the bank to
continue conducting business as usual without disruption or
departure of its employees," Golden said.

Golden, a bankruptcy trustee and examiner of the Central District
of California, Los Angeles Division, said they are doing
everything in their power to keep costs down as they liquidate the
assets of the bank.

"We're investigating a variety of options and hope to have an exit
strategy completed in the near future," Golden said.

As receiver, Golden takes formal possession of the business, its
accounts receivable, arranges sales of any assets, and manages its
ongoing affairs. Under the Bankruptcy and Insolvency Act, the
receiver also has authority to file a petition for relief under
the United States Bankruptcy Code, 11 U.S.C. Last month, Golden
filed a petition for relief under Chapter 11 of the Bankruptcy
Code.

The Bank was created by the U.S. Department of Housing and Urban
Development in 1992 during the aftermath of the Los Angeles riots.
The purpose of creating the Bank was to fuel the city's
revitalization by issuing low interest loans to inner-city
businesses. The community's development bank was just one of a
series of programs initiated by the federal government to improve
low-income neighborhoods during this era.

As the bank ceases, loan payments will be collected by the bank's
servicing agent, The Valley Economic Development Corp.


LASERSIGHT: Confirmed Chapter 11 Plan Passes Control to DIP Lender
------------------------------------------------------------------
On May 4, 2004, the U.S. Bankruptcy Court, Middle District of
Florida, Orlando Division, entered an order confirming LaserSight
Incorporated's Joint Reorganization Plan, as modified.  The ten-
day period to appeal the confirmation order expired on May 14,
2004, in silence.  

Under the terms of the Plan, New Industries Investment Consultants
(HK) Ltd. will capitalize $1,000,000 of its $2,000,000 Debtor-in-
Possession loan in  exchange for 6,850,000 of 10,000,000 new
shares -- a 68.5% equity stake in Reorganized LSI.  The remaining
one million dollars will be payable interest only at 9% per annum
fixed for three years and will be convertible to an additional
2,500,000 shares in Reorganized LSI at its option.  Out of the
box, Unsecured Creditors will own a 22.5% equity stake in the
reorganized company.  Assuming NIIC converts the remaining
$1,000,000 million of the Debtor-in-Possession Loan and GE
Healthcare Financial Services, Inc., as successor-in-interest to  
Heller Healthcare Finance, Inc., exercises a warrant for 100,000
shares, the unsecured creditors' stake will dilute to 17.86%.  Old
Shareholders retain a minority interest.  

LaserSight has until June 30, 2004, to issue stock to creditors,
renegotiate term loans and pay professional fees concerning the
bankruptcy proceedings.  

Copies of the Joint Reorganization Plan, as amended, the Joint
Amended Disclosure Statement, the Company's confirmation
memorandum, and the Confirmation Order are available at no charge
at:

   http://www.sec.gov/Archives/edgar/data/879301/000117749704000118/0001177497-04-000118-index.htm

LaserSight Incorporated, LaserSight Technologies, Inc., and
LaserSight Patents, Inc., filed for chapter 11 protection on
September 5, 2003 (Bankr. M.D. Fla. Case No. 6:03-bk-10370-ABB).  
Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A., in
Orlando, represents the Debtors.  PCE Investment Bankers, Inc. and
PCE Advisory Services LLC served as financial advisors to the
debtors-in-possession.  Baker & Hostetler LLP served as SEC
counsel to the Company.  Headquartered in Winter Park,  Florida,
LaserSight provides  precision laser scanning systems and other
technology solutions for laser refractive surgery.  LaserSight has
sold its products in more than 30 countries.


LONG BEACH MORTGAGE: Fitch Downgrades Class BF Rating to BB-
------------------------------------------------------------
Fitch has taken rating actions on the following Long Beach
Mortgage Loan Trust issues:

     Series 2000-LB1 Group 1

                    --Class AF5 affirmed at 'AAA';
                    --Class AF6 affirmed at 'AAA';
                    --Class M1F affirmed at 'AA';
                    --Class M2F affirmed at 'A';
                    --Class BF downgraded to 'BB-' from 'BBB'
                      and removed from Rating Watch Negative.

     Series 2000-LB1 Group 2

                    --Class M1V affirmed at 'AA';
                    --Class M2V affirmed at 'A';
                    --Class BV affirmed at 'BBB'.

     Series 2000-1

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

The negative rating action on Class BF of series 2000-LB1 Group 1
is taken due to the poor performance of the underlying collateral
in this deal. The high level of losses incurred has resulted in
the depletion of overcollateralization, which is approximately
$3,999,783, or 3.54% of the collateral balance, as of the April
2004 distribution date. The twelve-month average monthly loss for
series 2000-LB1 Group 1, after application of excess spread, is
approximately $373,178.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations. Fitch will continue to
closely monitor these deals.


LUCENT: Internal Control Deficiencies Found in China Operations
---------------------------------------------------------------
Lucent Technologies Inc. previously reported, for the year ended
September 30, 2003, that the Company became aware of internal
control deficiencies in foreign operations involving the Foreign
Corrupt Practices Act, in addition to those previously reported in
Saudi Arabia for which a government investigation is ongoing. The
Company's ensuing FCPA compliance audits and an outside counsel
investigation has found incidents and internal control
deficiencies in its operations in China that potentially involve
FCPA violations. The Company has reported these findings to the
Department of Justice and the Securities and Exchange Commission
and is cooperating with those agencies.

Lucent has taken actions to improve its controls and policies in a
manner it believes should prevent such incidents from recurring.
In addition, four people in China involved in the incidents are
being separated from the Company: the president; the chief
operating officer; a marketing executive; and a finance manager.
The Company's China operations will now report to Robert Warstler,
President of Global Sales, on an interim basis until a new
president is named.

Lucent believes the deficiencies and incidents did not have a
material impact on its financial results. The Company cannot
ascertain at this time any impact this matter may have on its
future business operations in China.

The deficiencies in China were found during the course of
extensive FCPA compliance audits performed by the Company of its
operations in 23 foreign countries, including Brazil, China,
India, Indonesia, the Philippines and Russia, a U.S.-based
operation that supports sales in China, and other functions in the
U.S. that support non-U.S. activities. The examinations of these
foreign and U. S. operations and support functions confirmed the
effectiveness of the Company's FCPA compliance controls and
policies in all of these operations and functions other than
China.

                         *   *   *

As reported in the Troubled Company Reporter's March 12, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Murray Hill, New Jersey-based Lucent Technologies
Inc. to 'B/Positive/--' from 'B-/Negative/--'. The action follows
a Standard & Poor's review of the telecom equipment industry, as
well as a review of Lucent's recent and anticipated performance.

"Standard & Poor's believes industry revenues have stabilized in
recent quarters, after declining steeply from their peak in 1999,
while Lucent's cost reduction actions have enabled a return to
moderate profitability in the past few quarters," said Standard &
Poor's credit analyst Bruce Hyman.

The ratings on Lucent reflect its high leverage, a dramatically
smaller and more aggressive industry because of a substantial
shift in service providers' buying patterns, and ongoing major
changes in the industry's technology direction. These factors are
only partly offset by Lucent's continued major role in that
industry, its sufficient operational liquidity, and an appropriate
expense structure for current business conditions after
substantial restructurings.


MERISANT WORLDWIDE: Commences Tender Offer for 12-1/4% Sr. Notes
----------------------------------------------------------------
Merisant Worldwide, Inc. (formerly known as Tabletop Holdings,
Inc.) announced that it has commenced a cash tender offer to
purchase any and all of its outstanding 12-1/4% Senior
Subordinated Discount Notes due 2014 (CUSIP Nos. 87336NAA9 and
U81965AA0). In conjunction with the offer, Merisant Worldwide is
soliciting consents to certain proposed amendments to the
indenture governing the Notes. The proposed amendments to the
indenture would eliminate substantially all of the restrictive
covenants and certain events of default and related provisions
contained in such indenture.

Holders who validly tender Notes and validly deliver consents
prior to 5:00 p.m., New York City time, on June 3, 2004, unless
extended, will be entitled to receive the total consideration
(which includes a consent payment of $20.00 per $1,000 principal
amount at maturity of Notes). Holders who validly tender their
Notes after the Consent Date but prior to 5:00 p.m., New York City
time, on June 18, 2004, unless extended, will be entitled to
receive the tender offer consideration, which is equal to the
total consideration less the consent payment. Tendered Notes may
be withdrawn and related consents may be revoked at any time prior
to the Consent Date for the offer, but not thereafter.

The total consideration for each $1,000 principal amount at
maturity of Notes validly tendered and accepted for payment
pursuant to the offer and consents validly delivered pursuant to
the solicitation is equal to the product of (x) the accreted value
of the Notes on the date that is 30 days immediately following the
payment date and (y) 118.375%. The accreted value of the Notes is
equal to the sum of (A) $585.64 (the accreted value for the semi-
annual accrual date immediately preceding such Specified Date) and
(B) an amount equal to the product of (x) $35.87 ($621.51, the
accreted value for the immediately following semi-annual accrual
date, less $585.64), multiplied by (y) a fraction, the numerator
of which is the number of days from May 15, 2004 (the immediately
preceding semi-annual accrual date) to the Specified Date, using a
360-day year of twelve 30-day months, and the denominator of which
is 180. Assuming the payment date is June 21, 2004, the Total
Consideration would be equal to $708.82 for each $1,000 principal
amount at maturity of Notes.

Holders who tender Notes pursuant to the offer are obligated to
consent to the proposed amendments. Holders that consent to the
proposed amendments are required to tender their Notes in the
offer.

Consummation of the offer is subject to certain conditions,
including a financing condition. Subject to applicable law,
Merisant Worldwide may, in its sole discretion, prior to the
Expiration Date, waive or amend any condition to the offer or
solicitation (except that receipt of the requisite consents is
required for the adoption of the proposed amendments), or extend,
terminate or otherwise amend the offer or solicitation.

Credit Suisse First Boston LLC (CSFB) is the dealer manager for
the offer and the solicitation agent for the solicitation.
MacKenzie Partners, Inc. is the information agent and Wells Fargo
Bank, National Association is the depositary in connection with
the offer and solicitation. The offer and solicitation are being
made pursuant to the Offer to Purchase and Consent Solicitation
Statement, dated May 20, 2004, and the related Consent and Letter
of Transmittal, which together set forth the complete terms of the
offer and solicitation. Copies of the Offer to Purchase and
Consent Solicitation Statement and related documents may be
obtained from MacKenzie Partners, Inc. at 212-929-5500. Additional
information concerning the terms of the offer and the solicitation
may be obtained by contacting CSFB at 1-800-820-1653.

                 About Merisant Worldwide

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

                        *   *   *

As reported in the Troubled Company Reporter's May 12, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Merisant Worldwide Inc. and its wholly owned subsidiary Merisant
Co. on CreditWatch with negative implications.

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

The CreditWatch placement follows Merisant Worldwide's recent S-1
filing with the SEC (filed under Tabletop Holdings) for an initial
public offering of income deposit securities (IDS), representing
shares of its common stock and new senior subordinated notes.

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


MIRANT CORP: Examiner Applies to Retain Gardere Wynne as Counsel
----------------------------------------------------------------
The Mirant Corp. Debtors' Examiner, William K. Snyder, seeks the
Court's authority to retain Gardere Wynne Sewell, LLP, as its
counsel and attorney of record in these cases, nunc pro tunc to
April 27, 2004.

According to Mr. Snyder, Gardere has extensive experience and
knowledge in the fields of corporate reorganization, forensic
analysis and matters within the scope of his powers and duties.  
Moreover, Gardere's reputation in the legal community makes it
the ideal counsel for Mr. Snyder.

Gardere will provide services necessary to enable Mr. Snyder to
fully discharge his powers and duties.  In addition, Gardere
will:

   (a) assist Mr. Snyder with the preparation and filing of
       pleadings and reports to be filed in these cases;

   (b) represent or assist Mr. Snyder at any meeting or hearing
       as Mr. Snyder deems appropriate;

   (c) advise Mr. Snyder with respect to his powers and duties;
       and

   (d) provide other services to Mr. Snyder as are necessary and
       appropriate to enable him to discharge his duties to the
       Court.

Richard M. Roberson, Esq., a partner at Gardere, relates that
firm will apply for compensation for the professional services
rendered based on the firm's customary hourly rates.  Gardere
will also seek reimbursement of actual and necessary expenses
incurred.  The hourly rates of the principal attorneys and
paralegals presently designed to represent Mr. Snyder are:

   Richard Roberson, Partner        $450
   Holland N. O'Neil, Partner        425
   Michael P. Cooley, Associate      260
   Kim M. Carpenter, Associate       230
   Kristi Williams, Paralegal        134

According to Mr. Roberson, Gardere does not currently hold or
represent an adverse interest to the Debtors' estates with
respect to the subject matter of Mr. Snyder's duties.  Gardere is
a "disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAVISTAR INT: Turns Profitable in Quarter Ending April 30, 2004
---------------------------------------------------------------
Navistar International Corporation (NYSE:NAV) reported it was
profitable in the three- and six-month periods ended April 30,
2004, and said its quality improvements and cost reduction
initiatives currently under way place the company on track for
strong profitability for the full year.

The company said it earned $41 million, equal to $0.54 per diluted
common share, in the three months ended April 30, 2004, compared
with a net loss of ($14) million, equal to ($0.21) per diluted
common share, in the same period a year earlier.

The second quarter 2004 results include a ($0.06) per diluted
common share impact from unfavorable foreign exchange, primarily
the Canadian dollar. The company previously had indicated that
second quarter earnings would be in the range of $0.45 to $0.55
per diluted common share. Consolidated sales and revenues from
manufacturing and financial services operations for the second
quarter of 2004 totaled $2.3 billion, compared with the $1.9
billion reported in the second quarter of 2003.

For the first six months of fiscal 2004, Navistar reported net
income of $18 million, equal to $0.25 per diluted common share,
compared with a loss of ($113) million, or ($1.68) per diluted
common share, in the first six months a year ago. Consolidated
first-half sales and revenues amounted to $4.2 billion, compared
with $3.4 billion in the first six months of 2003.

Daniel C. Ustian, Navistar chairman, president and chief executive
officer, said the recent economic improvement and upsurge in new
truck orders is consistent with what the company said in February
when it raised its industry retail sales volume 8 percent. He
reaffirmed the outlook that a total of 328,500 Class 6-8 trucks
and school buses will be sold in the United States and Canada in
the fiscal year ending October 31, 2004.

Ustian said the company will reassess this forecast as the year
develops. He also said that the company anticipates earnings for
the quarter ending July 31, 2004, to be in the range of $0.60 to
$0.70 per diluted common share.

"Each consecutive month of strong order and retail delivery is
raising confidence in the economic recovery," Ustian said. "Our
Class 8 market share in the second quarter increased to 18.6
percent, the highest since the third quarter of 1998. Recovery in
the heavy truck sector is spread across our whole customer base
and indications are that current demand levels for heavy trucks
will continue. While some of the orders that have pushed the
market in recent months are for delivery beyond our current fiscal
year, the recent increase in industry production is a positive
sign that customers are taking deliveries now to replace vehicles
and are looking to expand their fleets."

The recovery in medium truck orders has been more moderate, but
has been going on for a longer period of time, Ustian said.

"We are very comfortable with the current balance between orders
and deliveries for the Class 6-7 market, where we are the strong
market leader," Ustian said. "However, our dealer inventories are
low for current market conditions and we have the potential to
increase dealer inventories in the second half of the year."

According to Ustian, the return to profitability in the second
quarter was achieved in a challenging environment as the company
continues along the path of reducing vehicle costs by $1,600 per
unit in 2004.

Second quarter gross margins were 12.9 percent, the same as in the
second quarter a year ago. Improvements in performance and product
startups offset steel price increases, foreign exchange and
expenses associated with component supply issues. Additionally,
second quarter results included an accrual for profit sharing and
incentive compensation for the first time since the third quarter
of 2000.

"There were some constraints in the supply base as we began to
increase production, which contributed to the company finishing
the quarter with approximately 1,000 trucks in inventory," Ustian
said. "Additionally, we were impacted by supplier surcharges to
cover the rising cost of steel. We now have instituted our own
steel surcharge; however, we are still sharing the pain of
increased steel costs with our suppliers and our customers."

Ustian said two new products were launched during the quarter - a
new in-line six-cylinder engine, the Internationalr DT466, to
comply with the tightening of emissions regulations that went into
effect in January 2004, and the newest version of the industry's
leading integrated school bus, the Drive+, built at the company's
Tulsa bus plant. The new six-cylinder engine has been well
received in the marketplace and has no fuel economy degradation
from changes to meet the more stringent EPA regulations. The
launch of the new Drive+ bus helped the company capture 51 percent
of the market for school bus bodies, the highest in company
history and 10 percent higher than a year ago.

Worldwide shipments of Internationalr brand medium and heavy
trucks and IC brand school buses during the second quarter totaled
26,500 units, compared with 22,500 units in the first quarter this
year and 21,400 units in the second quarter of 2003.

Shipments of mid-range diesel engines to other original equipment
manufacturers during the quarter totaled 91,100 units, compared
with 74,500 units in the first quarter of 2004 and 95,800 units in
the second quarter of 2003.

The engine and truck parts operations had record sales in the
second quarter of $318 million, up from $266 million in the first
quarter and the $264 million reported in the second quarter a year
ago. The previous quarterly record was $293 million set in the
fourth quarter of 2003. Parts sales in March were the best for any
single month in history--a record that lasted only one month as it
was surpassed by $4 million in April.

The company's finance subsidiary, Navistar Financial Corporation,
had another positive quarter with an increase in revenues of $17
million over the second quarter of 2003.

"Our return to profitability is just the start of where we intend
to go as we continue our journey to become a $15 billion company
through the introduction of new products in our current markets,
as well as by finding new business opportunities in similar
markets," Ustian said. "We believe we are well positioned to
increase our annual profitability at a more rapid rate than our
increase in sales."

                About Navistar International

Navistar International Corporation (NYSE:NAV) is the parent
company of International Truck and Engine Corporation. The company
produces Internationalr brand commercial trucks, mid-range diesel
engines and IC brand school buses and is a private label designer
and manufacturer of diesel engines for the pickup truck, van and
SUV markets. With the broadest distribution network in North
America, the company also provides financing for customers and
dealers. Additionally, through a joint venture with Ford Motor
Company, the company builds medium commercial trucks and sells
truck and diesel engine service parts. Additional information is
available at http://www.nav-international.com/

                        *   *   *

As reported in the Troubled Company Reporter's May 17, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit rating and its senior unsecured, and subordinated
debt ratings on Warrenville, Illinois-based Navistar International
Corp. The outlook remains stable.

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

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


NRG ENERGY: Sells Batesville Plant to Complete Energy Partners
--------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG), has reached an agreement to sell its
100 percent interest in an 837 megawatt generating plant in
Batesville, Mississippi to Complete Energy Partners, LLC.  NRG
will realize cash proceeds of $26.5 million, subject to certain
purchase price adjustments and transaction costs, and Complete
Energy Partners will assume approximately $304 million of
outstanding project debt.

In addition, the transaction will result in the elimination of
approximately $292 million in consolidated debt from NRG's
March 31, 2004 balance sheet.  This amount reflects a valuation
adjustment that was recorded against the level of assumed debt as
a result of Fresh Start accounting that NRG adopted on
December 5, 2003.  The transaction is expected to close during
the third quarter of 2004, subject to certain conditions
precedent including receipt of regulatory approvals. (NRG Energy
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ONLINE POWER SUPPLY: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: OnLine Power Supply, Inc.
        8100 South Akron Street, Suite 308
        Centennial, Colorado 80112-3508

Bankruptcy Case No.: 04-20467

Type of Business: The Debtor designs and manufactures high
                  efficiency, compact AC to DC power supplies
                  for servers, industrial, medical, and telecom
                  equipment.  See http://www.powersupply.com/

Chapter 11 Petition Date: May 14, 2004

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsels: John B. Wasserman, Esq.
                   Bonnie Bell Bond, Esq.
                   Sender & Wasserman, P.C.
                   1999 Broadway Suite 2305
                   Denver, CO 80202

Total Assets: $562,279

Total Debts:  $2,484,806

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Saturn Electronics & Engineering         $1,366,549
Dept. #28401
P.O. Box 67000
Detroit, MI 48267-0284

Hearst Business Media                       $61,980

Frederic Printing                           $42,304

NELCO Electronix                            $41,085

Credit Clearing House, Inc.                 $37,066

Thomas Publishing Company LLC               $29,564

Jim Glaza                                   $27,850

ADP Investor Communication Services         $11,715

Walker Component Group                      $11,710

Birge & Minckley, PC                        $11,637

Gemisys                                      $8,629

Consolidated Business Systems, Inc.          $7,619

United Healthcare                            $7,618

Highland Square Center, Ltd.                 $7,535

Patent Law Office of Rick Martin PC          $7,330

IEEE Communications Magazine                 $7,222

Fish & Richardson, P.C.                      $6,212

Sidley, Austin, Brown & Wood LLP             $5,686

Action Communications, Inc.                  $4,664

Quist Financial, Inc.                        $4,572


OWENS CORNING: Hendricks to Buy Virginia Property for $900,000
--------------------------------------------------------------
Debtor Exterior Systems, Inc., owns real property located at 6222
Logan Lane in Lynchburg, Virginia.  The Property is comprised of
4.875 acres of land on which there is an 89,989-square foot vinyl
siding production plant.  Exterior Systems and its predecessors
owned the Property since 1997.

The vinyl siding plant located on the Property closed in late
1998 as part of a restructuring of the Debtor's vinyl business.  
All activity at the Property ceased and the Property is vacant.  
The Debtors do not need the Property for their operations.

The Property was first placed on the market in March 1999.  The
Property was listed for sale with The Staubach Company and
locally in Lynchburg, Virginia, with Milton Realty Service
Company, Inc.  The Property initially was listed for sale along
with the equipment at the plant for $1,750,000.  After the
equipment was sold, the listed sales price was reduced to
$995,000.

In August 2003, Exterior Systems entered into a purchase
agreement with Home Depot, Inc., based on an offer Home Depot
made to the Debtors and which the Debtors deemed acceptable in
comparison to other offers they have received.  The purchase
price under the Home Depot sale agreement was $950,000.  Upon the
Debtors' request, the Court approved the sale agreement on
October 23, 2003.

During the applicable investigation period, however, Home Debtor
exercised its right to terminate the agreement.  Upon termination
of the agreement with Home Depot, Staubach and Milton Realty
commenced their efforts to resell the Property.  Within a couple
of weeks, Hendricks Commercial Properties, LLC, through its
broker, Coldwell Banker, expressed interest in the Property.  On
December 2, 2003, Hendricks submitted a letter of intent to
purchase the Property for $878,000.  After negotiations between
Exterior Systems and Hendricks, the parties agreed on a $900,000
purchase price.

Consequently, Exterior Systems entered into a purchase and sale
Agreement with Hendricks.  The principal terms of the Purchase
and Sale Agreement are:

   (1) The purchase price for the Property is $900,000.  The
       Agreement requires a $10,000 security deposit, which is
       refundable under certain circumstances;

   (2) The Agreement provides for an "Investigation Period,"
       commencing on April 23, 2004 and continuing to June 21,
       2004.  During the Investigation Period, Hendricks is
       entitled to investigate certain matters regarding the
       Property, including:

       (a) the Property's zoning, any applicable use permits or
           any other government rules and regulations affecting
           the use of the Property;

       (b) documents regarding, inter alia, environmental
           assessment data, real property leases, construction
           contracts, management contracts, reciprocal easement
           agreements, real property tax bills, soil and building
           reports and engineering date; and

       (c) the Property's environmental condition.  

       During the Investigation Period, Hendricks must notify
       Exterior Systems of any reasonable objections that it may
       have in connection with the Property;

   (3) During the Investigation Period, Hendricks is entitled to
       review the title commitment and survey to be obtained with
       respect to the Property, and is required to either approve
       the commitment or notify Exterior Systems of any items in
       the Property, which are reasonably objectionable;

   (4) Hendricks agreed to accept the Property in an "as is,
       where is" condition, and Exterior Systems is not obligated
       to make any improvements, repairs or changes to the
       Property;

   (5) Closing under the Agreement will be held on or before
       July 15, 2004, unless extended by mutual agreement between
       the parties;

   (6) At closing of the Agreement, Exterior Systems will pay
       Staubach and Milton a brokerage commission;

   (7) Hendricks is required to indemnify Exterior Systems from
       claims which arise after the Closing relating to the
       condition of the Property;

   (8) Exterior Systems is required to indemnify Hendricks for a
       period of five years from claims, which result from a
       breach of Exterior System's representations and warranties
       concerning environmental matters with respect to the
       Property; and

   (9) The Agreement is to be governed by the laws of the
       Commonwealth of Virginia.

J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, tells the Court that there are prepetition real
property taxes owed with respect to the Property amounting to
around $4,000 to $6,000 in principal, plus potential interest,
penalties and other charges, for which, valid liens have been
asserted against the Property.

By this motion, the Owens Corning Debtors seek the Court's
authority to sell the Property to Hendricks, free and clear of all
liens, claims, encumbrances and interests, with any liens, claims,
encumbrances and interests to attach to the sale proceeds.  The
Debtors also seek the Court's authority to pay the Property Taxes
at closing from the proceeds.

Ms. Stickles assures the Court that Hendricks is not an "insider"
of the Debtors within the meaning of Section 101(31) of the
Bankruptcy Code, and is not controlled by, or acting on behalf,
of any insider of the Debtors.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com-- manufactures fiberglass insulation,  
roofing materials, vinyl windows and siding, patio doors, rain
gutters and downspouts.  The Company filed for chapter 11
protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).  
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
75; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: U.S. Committee Wants to Examine Citigroup
---------------------------------------------------------
Citigroup, Inc., as Agent and as successor-in-interest to Eureka
Securitisation Plc, entered into a Parmalat Receivables Purchase
Agreement on November 2, 2000, as amended, with Debtors Farmland
Dairies, LLC, and Milk Products of Alabama, LLC.  Pursuant to the
Final DIP Financing Order, the Official Committee of Unsecured
Creditors may challenge the amount, validity, enforceability,
perfection or priority of or rights under and in connection with
the Receivables Purchase Agreement, or otherwise assert any
claims, causes of action or other rights against Citigroup and
its affiliates, including Citibank, N.A.

In connection with its investigation, the Committee asks Judge
Drain to require Citigroup to make available for examination
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the person or persons with knowledge regarding the
Receivables Purchase Agreement at 10:00 a.m. on Tuesday, May 25,
2004, at the offices of Cole, Schotz, Meisel, Forman & Leonard,
P.A., at 25 Main Street, in Hackensack, New Jersey.

The Committee also wants Citigroup to produce certain documents,
including:

   (1) All credit or loan applications and any other documents
       submitted by or on behalf of Farmland and Milk Products
       relating to or in connection with the Receivables Purchase
       Agreement;

   (2) All documents relating to Citigroup's consideration and
       approval of the Receivables Purchase Agreement;

   (3) All documents relating to any funds Citigroup disbursed
       and any payments Citigroup received in connection with the
       Receivables Purchase Agreement;

   (4) All documents between Eureka and Citigroup relating to the
       Receivables Purchase Agreement;

   (5) All documents relating to any request or the decision made
       to include Mother's Cake and Cookie Co. and Archway
       Cookies, LLC, as parties to the Receivables Purchase
       Agreement;

   (6) Citigroup loan procedure manuals in effect from 2000 to
       the present relating to transactions similar to the
       Receivables Purchase Agreement;

   (7) All documents and communications relating to Parmalat USA
       Corporation's $7,000,000 credit arrangement with Citibank;

   (8) All credit or loan applications and any other documents
       submitted by or on behalf of the U.S. Debtors relating to
       or in connection with the Citibank Loan, and all documents
       relating to Citibank's consideration and approval of the
       Loan; and

   (9) All documents relating to any internal or external
       meetings, discussions or conversations that in any way
       addressed, involved or related to the Receivables Purchase
       Agreement and the Citibank Loan.

Citigroup has agreed to produce most of the documents, subject to
a confidentiality agreement.  Citigroup did not agree to produce
privileged documents or documents that are "highly" confidential
such as a loan procedures manual, but offered that the parties
would revisit the request for the loan procedures manual after
all agreed-to documents would be produced.

Michael D. Sirota, Esq., at Cole Schotz, explains that a Rule
2004 examination of Citigroup is necessary to enable the
Committee to determine whether an adversary proceeding should be
commenced against Citigroup.

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)    


PG&E NATIONAL: Court Directs NEG to Pay Noteholders' Professionals
------------------------------------------------------------------
At the very outset of NEG's Chapter 11 cases, the interest of the
holders of the 10-3/8% Senior Notes due 2011 were championed by
an ad hoc group.  The Ad Hoc Group eventually led to the
formation of the Official Noteholders Committee, which employed
the same professionals that had previously represented it.  These
Professionals are:

   * Klee, Tuchin, Bogdanoff & Stern, LLP,
   * Shapiro Sher Guinot & Sandler,
   * Chadbourne & Parke, LLP, and
   * Houlihan Lokey Howard and Zukin

These Professionals continued to protect the interests of the
holders of Senior Notes from the Petition Date through August 6,
2003.  During the Gap Period, the then Ad Hoc Group and the
Professionals rendered valuable services to the estates and
ensured the continued representation of one of the largest
unsecured creditor bodies.

Based on the services rendered to the Ad Hoc Group, the
Noteholders Committee seeks payment of an administrative claim
representing the value of the services rendered to and expenses
incurred by the Professionals on the Ad Hoc Group's behalf during
the Gap Period.  Accordingly, at the Committee's behest, the
Court directs NEG to pay these administrative expense claims:

                                              Administrative
     Professional           Service           Expense Claim
     ------------           -------           --------------
     Klee Tuchin            Counsel              $208,644
     Bogdanoff & Stern

     Chadbourne & Parke     Counsel                61,494
     
     Shapiro Sher           Co-counsel             72,551
     Guinot & Sandler

     Houlihan Lokey         Financial advisor     105,000
     Howard & Zukin


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)    


RESIDENTIAL ASSET: Fitch Assigns Low-B Ratings to 4 Classes
-----------------------------------------------------------
Fitch has taken rating actions on the following Residential Asset
Mortgage Products, Inc. issue:

      RAMP, home equity mortgage asset-backed pass-through
      certificates, series 2001-RM2 Group I:

               --Class A-I affirmed at 'AAA';
               --Class AP-I affirmed at 'AAA';
               --Class AV-I affirmed at 'AAA';
               --Class M-I-1 upgraded to 'AAA' from 'AA';
               --Class M-I-2 upgraded to 'AA-' from 'A';
               --Class M-I-3 affirmed at 'BBB';
               --Class B-I-1 affirmed at 'BB';
               --Class B-I-2 affirmed at 'B' and removed from      
                 Rating Watch Negative.

      RAMP, home equity mortgage asset-backed pass-through
      certificates, series 2001-RM2 Group II:

               --Class A-II affirmed at 'AAA';
               --Class M-II-1 upgraded to 'AA+' from 'AA';
               --Class M-II-2 upgraded to 'A+' from 'A';
               --Class M-II-3 upgraded to 'BBB+' from 'BBB';
               --Class B-II-1 affirmed at 'BB';
               --Class B-II-2 affirmed at 'B'.

The affirmations of these classes reflect credit enhancement
consistent with future loss expectations. The upgrades taken are a
result of increased credit support available for these bonds.
           

RURAL/METRO: Seattle VA Hospital Renews Exclusive Ambulance Pact
----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq: RURLC) announced that it has been
awarded a renewal contract by the Veterans Administration Puget
Sound Healthcare System to continue as the exclusive provider of
emergency and non-emergency ambulance services to its hospitals
and healthcare facilities in the greater Seattle area.

The renewal contract term begins July 1, 2004, and includes four,
one-year optional renewal periods, ending September 30, 2008. The
contract was awarded following a competitive bidding process and
is valued at approximately $1.7 million in net revenue annually.
Rural/Metro has served the Seattle VA facility since 2002.

Jack Brucker, President and Chief Executive Officer, said, "We
have identified the Pacific Northwest region as an excellent
candidate for future market expansion, and this contract is an
important component of our growth plan. We are very pleased to
continue serving the medical transportation needs of the area's
veterans, and look forward to pursuing additional opportunities in
the region."

The VA Puget Sound Healthcare System provides care at two main
hospital facilities in Seattle and Tacoma, Washington, as well as
three community based outpatient clinics in the area. The system
serves veterans from throughout western Washington and operates
one of the region's largest teaching hospitals.

Boo Heffner, President of Rural/Metro's West Emergency Services
Group, said, "Our Pacific Northwest team is committed to
delivering the highest levels of care to our patients, and we look
forward to continuing this standard of service in the future. We
value our business relationship with the Veterans Health
Administration and are gratified to once again be awarded this key
regional contract."

Rural/Metro has provided medical transportation services in
Washington's Snohomish, King, and Pierce counties for more than 15
years. The company's 275 Washington-based employees provide
approximately 41,000 emergency and non- emergency ambulance
transports throughout the area each year.

The company provides emergency medical transportation services in
conjunction with the Lakewood Fire Department, Tacoma Fire
Department, Everett Fire Department, Puyallup Fire Department,
Steilicom Fire Department, University Place Fire Department,
Edmonds Fire Department, Lynnwood Fire Department, Eastside Fire
and Rescue, Riverside Fire Department, Ruston Fire Department,
Edgewood Fire Department, and Snohomish County Fire District 15.

Rural/Metro is also the contracted provider in the Puget Sound
area for non-emergency medical transportation to MultiCare Health
Systems, Mary Bridge Children's Hospital, Franciscan Health
System, Providence Everett Hospital, Good Samaritan Hospital,
Steven Community Hospital, and Valley General Hospital.

                 About Rural/Metro

Rural/Metro Corporation -- whose March 31, 2004 balance sheet
shows a stockholders' deficit of about $209 million -- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 24 states and more than
400 communities throughout the United States. For more
information, visit the company's web site at
http://www.ruralmetro.com/


S B S AND COMPANY: List of 20 Largest Unsecured Creditors
---------------------------------------------------------
S. B. S. and Company released a list of its 20 largest unsecured
creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Washington Mutual Bank, FA    1st lien                $1,495,647
Max Johnson Risk Containment  Value of Collateral:
6341 East Campus Circle Dr.   $1,100,000
Irving, TX 75220

Raju Penmetsa                 Unsecured Debt              $6,979

Skip Leake                    Unsecured Debt              $6,534

Lalith Krishnan               Unsecured Debt              $5,200

Ayyagari Nath                 Unsecured Debt              $5,026

Days Inn Worldwide            Unsecured Debt              $5,000

Property Tax Advocates        Unsecured Debt              $3,784

TXU Energy                    Unsecured Debt              $2,900

Sierra & Taylor Tax Advocate  Unsecured Debt              $2,593

City of Dallas                Occupancy Tax               $2,582

Ralston Outdoor Advertising   Unsecured Debt              $2,455

Keyur Patel                   Unsecured Debt              $2,094

State Comptroller             Occupancy Tax               $1,721

Cirro Energy                  Utilities                   $1,600

Premium Assignment Insurance  Unsecured Debt              $1,172

SBC Communication             Unsecured Debt              $1,085

Texas Plastic Sign            Unsecured Debt                $950

Jalarams Motel Supply         Unsecured Debt                $800

Birch Telecom (IONEX)         Unsecured Debt                $626

Thyssen Krupp Elevator        Unsecured Debt                $496

Headquartered in Dallas, Texas, S. B. S. and Company operates a
55-room hotel. The Company filed for chapter 11 protection (Bankr.
N.D. Tex. Case No. 04-35089) on May 3, 2004. Arthur I. Ungerman,
Esq., represents the Company in its restructuring efforts. When
the Debtor filed for protection from its creditors, it listed
$1,128,779 in assets and $1,786,822 in liabilities.


SAXON ASSET: Fitch Takes Various Rating Actions on 28 Classes
-------------------------------------------------------------
Fitch has taken rating actions on the following Saxon Asset
Securities Trust issues:

   Series 2000-2 GROUP 1:
          
               --Class AF-5 affirmed at 'AAA';
               --Class AF-6 affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 affirmed at 'A';
               --Class BF-1 downgraded to 'BB' from 'BBB' and
                 removed from Rating Watch Negative;
               --Class BF-2 remains at 'CCC'.

   Series 2000-2 GROUP 2:

               --Class MV-1 affirmed at 'AA';
               --Class MV-2 affirmed at 'A';
               --Class BV-1 affirmed at 'BBB';
               --Class BV-2 affirmed at 'BB'.


   Series 2000-3 GROUP 1:

               --Class AF-5 affirmed at 'AAA';
               --Class AF-6 affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 affirmed at 'A';
               --Class BF-1 downgraded to 'CCC' from 'BB'.
     
   Series 2000-3 GROUP 2:

               --Class MV-1 affirmed at 'AA';
               --Class MV-2 affirmed at 'A';
               --Class BV-1 affirmed at 'BBB'.

   Series 2001-1 GROUP 1:

               --Class AF-4 affirmed at 'AAA';
               --Class AF-5 affirmed at 'AAA';
               --Class AF-6 affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 affirmed at 'A';
               --Class BF-1 downgraded to 'B' from 'BB'.

   Series 2001-1 GROUP 2:

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

The affirmations on these classes reflect credit enhancement that
is consistent with future loss expectations.

The negative rating actions on class BF-1 of series 2000-2 Group
1, class BF-1 of series 2000-3 Group 1, and class BF-1 of series
2001-1 Group 1, are due to the level of losses incurred and the
high delinquencies in relation to the applicable credit support
levels as of the April 2004 distribution.


SECURITY ASSET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Security Asset Capital Corporation
        16236 San Dieguito Road
        Rancho Santa Fe, California 92067

Bankruptcy Case No.: 04-32889

Type of Business: The Debtor acquires, manages, collects and
                  markets distressed consumer credit portfolios.
                  See http://www.securityasset.com/

Chapter 11 Petition Date: May 12, 2004

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Patrick B. Hennessy, Esq.
                  Best & Flanagan LLP
                  225 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: 612-339-5896
                  Fax: 612-339-7121

Total Assets: $1,471,192

Total Debts:  $7,595,651

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
David A. and Karen E. Brindle              $350,000
RD #1, Box 231A
James Creek, PA 16657

Willard J. and Lois Yoder                  $150,000

John E. and Barbara A. Trone               $113,514

Anna L. Leaman                             $110,000

Ronald Leisey                              $109,911

Charles S. and Fannie E. Brommer           $100,000

Dennis L. Laughman                         $100,000

James R. Luhler                             $96,864

Barbara A. Rhoads                           $57,764

Twila Gifford                               $56,051

Harry D. Borger                             $54,950

Edith E. Martin                             $54,521

Samuel A. and Seth S. Wengerd               $54,504

John S. Barnck                              $54,488

Dorothy S. Derstine                         $50,171

Richard N. Mellinger                        $50,000

Amos L. Hess                                $50,000

Charles R. Powell, Sr.                      $50,000

F. Ivan Sheetz                              $50,000

Pauline V. Fink                             $49,000


SPEIZMAN INDUSTRIES: Case Summary & 42 Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Speizman Industries, Inc.
             701 Griffith Road
             Charlotte, North Carolina 28217

Bankruptcy Case No.: 04-11540

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Wink Davis Equipment Co., Inc.             04-11539
      Speizman Yarn Equipment, Inc.              04-11541
      Todd Motion Controls, Inc.                 04-11542

Type of Business: The Debtor is a distributor of specialized
                  Commercial industrial machinery parts and
                  equipment operating primarily in textile and
                  laundry.  See http://www.speizman.com/

Chapter 11 Petition Date: May 20, 2004

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtors' Counsel: Michael D. Langford, Esq.
                  Kilpatrick Stockton LLP
                  1100 Peachtree Street, Suite 2800
                  Atlanta, GA 30309
                  Tel: 404-815-6500

Total Assets: $23,938,000

Total Debts:  $23,073,000

A. Speizman Industries, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lonati S.p.A.                 Trade Debt              $4,184,942
Via Francesco Lonati 3
25124 Brescia, Italy

Conti Complett S.p.A.         Trade Debt                $221,006

Matec S.p.A.                  Trade Debt                $147,920

G.A. Braun, Inc.              Trade Debt                 $98,175

Tecnopea S.r.L.               Trade Debt                 $92,473

Santoni S.p.A.                Trade Debt                 $74,177

BDO Seidman, LLP              Professional fees          $47,714

OTS Astracon LLC              Trade Debt                 $39,382

American Express              Trade Debt                 $28,176

Groz-Beckert USA, Inc.        Trade Debt                 $14,086

Central Carolina Bank         Auto Lease                 $13,948

First Citizen Bank            Auto Lease                 $13,559

CDW Direct LLC                Trade Debt                 $10,184

United Parcel Service         Trade Debt                  $9,471

Tech-Optics, Inc.             Trade Debt                  $9,462

Micro Mo Electronics, Inc.    Trade Debt                  $8,275

Pietro Begali                 Trade Debt                  $7,921

Protti                        Trade Debt                  $6,371

Sprint                        Phones                      $5,825

Wyatt Seal                    Trade Debt                  $5,754

B. Wink Davis Equipment Co.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lonati SPA                    Trade Debt              $4,047,608
Via Francesco Lonati 3
25124 Bresda, Italy

Pellerin Milnor Corporation   Trade Debt                $588,552
700 Jackson Street
P.O. Box 400
Kenner, LA 70063

Chicago Dryer Corporation     Trade Debt                $270,610
2200 North Pulaski Road
Chicago, IL 60639

Alliance Laundry Systems LLC  Trade Debt                $173,103

American Dryer Corporation    Trade Debt                 $94,644

Cissell Mfg. Co.              Trade Debt                 $84,168

Hurst Boiler & Welding Co.,   Trade Debt                 $52,194
Inc.

Maytag Appliance Sales Co.    Trade Debt                 $49,600

Forenta LP                    Trade Debt                 $41,125

Colmac Industries             Trade Debt                 $39,382

Westmont Engineering Company  Trade Debt                 $31,500

Southern Textiles &           Trade Debt                 $25,842
Machinery

MBNA Corporation              Trade Debt                 $24,682

Unipress                      Trade Debt                 $24,238

Sailstar USA                  Trade Debt                 $19,624

AAA Cooper Transportation     Trade Debt                 $18,312

Hamilton Engineering Inc.     Trade Debt                 $18,051

Lowden Rigging, Inc.          Trade Debt                 $17,815

Textile Group, Inc.           Trade Debt                 $16,170

Energenics, Inc.              Trade Debt                 $15,094

C. Speizman Yarn Equipment's 1 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lonati SPA                    Trade Debt              $4,047,608
Via Francesco Lonati 3
25124 Bresda, Italy

D. Todd Motion Controls, Inc.'s 1 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lonati SPA                    Trade Debt              $4,047,608
Via Francesco Lonati 3
25124 Bresda, Italy


STEAKHOUSE: GRI Fund & George Rich Disclose 18% Equity Stake
------------------------------------------------------------
GRI Fund, LP and George Rich beneficially own 899,964 shares of
the common stock of Steakhouse Partners, Inc. representing 18% of
the outstanding common stock of the Company.  GRI Fund holds sole
voting and dispositive powers over 540,000 such shares, while
George Rich shares those powers with GRI over the 540,000 shares.  
Additionally, Mr. Rich  holds sole voting and dispositive powers
over 359,964 shares.

George Rich is the sole member and manager of Stevenson Partners,
LLC, which is the 1% general partner of GRI Fund, LP.  He
disclaims group and beneficial ownership of shares not owned of
record, which involve the 540,000 shares.

               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).


STELCO: Comments on Government's Motion for a Conciliation Officer
------------------------------------------------------------------
Stelco Inc. (TSX:STE) commented on a Notice of Motion filed by the
Government of Ontario. The Ministry of Labour is seeking the
Court's direction on and, if the Court deems it appropriate, an
Order regarding the Ministry's ability to appoint a Conciliation
Officer within the context of the collective bargaining
negotiations at Stelco's Lake Erie plant.

The Notice of Motion is the result of a request by USWA Local 8782
to the Ministry for the appointment of a Conciliation Officer in
the matter of its collective bargaining agreement with the
Company.

Hap Stephen, Stelco's Chief Restructuring Officer, said, "We have
just received the Notice of Motion and the extensive Motion Record
filed with it. We will review the documents, discuss their
significance, and determine what, if any, additional response is
required on our part.

"The government's action provides all parties with the opportunity
to resolve this matter, in Court, and within the context of the
restructuring process.

"Our position has been consistent from the outset. We do not
believe that the appointment of a Conciliation Officer is
appropriate within the context of a Court-supervised restructuring
process. We believe that, in light of the Company's current
circumstances, it would be more appropriate to discuss the Lake
Erie collective bargaining agreement in the context of the broader
discussions we will be having with all stakeholders in our
restructuring process. This process involves more parties than
management and labour alone, and more issues than a collective
bargaining agreement with one of our union Locals.

"As the Company noted a week ago, if the recruitment of a neutral
third party would afford the opportunity to achieve the start of
meaningful discussions, then we would certainly be open to it. The
success of our restructuring process rests on the participation of
all of our stakeholders and their willingness to contribute to a
positive outcome."

                      About Stelco Inc.

Stelco Inc. is a large, diversified steel producer. Stelco is
involved in all major segments of the steel industry through its
integrated steel business, mini-mills, and manufactured products
businesses. Consolidated net sales in 2003 were $2.7 billion.


SUNDANCE INT'L: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sundance International LP
        43425 Sage Road
        Aguanga, California 92536

Bankruptcy Case No.: 04-16045

Type of Business: Operates a Recreational Vehicle Park
                  and Campground.

Chapter 11 Petition Date: May 14, 2004

Court: Central District of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: Dennis Winters, Esq.
                  The Winters Law Firm
                  1820 East 17th Street
                  Santa Ana, California 92711
                  Tel: 714-542-2495

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
FI FKLA Arderwood                                       $789,421
c/o Glenn Feeley
3697 Mt. Diable
Layfayette, CA 94549

Bank of America               Line of Credit             $49,907

Spach Capaldi & Waggerman     Attorney Fees                   $1

Law Office if Kelly Abreu     Attorney Fees                   $1


SUNNY DELIGHT: S&P Assigns BB- Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to newly formed juice drink producer Sunny Delight
Beverages Company. The company was formed by the combination of
two former juice drink businesses of Procter & Gamble (Sunny
Delight and Punica) that were purchased by financial sponsor
JW Childs.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
ratings and '3' recovery ratings to Sunny Delight's proposed $150
million first-lien dollar term loan due 2011, its $100 million
first-lien euro term loan due 2011, and its $50 million five-year
revolving credit facility. These are all rated the same as the
corporate credit rating. This and the '3' recovery rating indicate
that lenders can expect meaningful (50%-80%) recovery of principal
in the event of a  default or bankruptcy.

Standard & Poor's also assigned its 'B' bank loan rating and its
'5' recovery rating to the company's proposed $35 million second-
lien senior secured bank loan due 2011. The second-lien bank loan
is rated two notches below the corporate credit rating; this and
the '5' recovery rating indicate that lenders can expect
negligible (0-25%) recovery of principal in the event of a default
or bankruptcy. The ratings are based on preliminary documentation
and subject to review upon receipt of final documentation.

Proceeds from the new bank loans will be used to fund JW Childs'
purchase of the Sunny Delight and Punica juice drink businesses
from P&G. Upon closing of the transaction, expected in July,
Childs will own the majority of the new company and P&G will
retain a minority interest.

The outlook is negative. Standard & Poor's estimates that Sunny
Delight Beverages Company will have about $285 million of total
debt outstanding at closing.

"The ratings on Sunny Delight reflect its narrow product portfolio
within the highly competitive and somewhat fragmented global juice
industry," said Standard & Poor's credit analyst Nicole Delz
Lynch. "The ratings also reflect the company's limited size, the
ongoing turnaround of the Sunny D brand in both the U.S. and parts
of Europe, the integration risk after the merging of the two
businesses, and new entity's leveraged financial profile."

Somewhat mitigating these factors is the company's strong position
in the value juice drink category in North America, its
geographical diversification, and its growth potential.

With the Sunny Delight and Punica brand names, Sunny Delight will
be an important global manufacturer and distributor of juice
drinks and sports beverages. Still, the company is a relatively
small participant in the growing global juice and sports drink
industry. It holds an estimated 37% value share in the roughly
$900 million U.S. chilled juice drink market, however, it faces
larger and financially stronger competitors in the juice, juice
drink, and sports drink sectors, including Kraft Foods Inc.'s
Capri Sun brand, The Coca-Cola Co.'s Minute Maid brand, and
PepsiCo's Gatorade brand, in addition to many smaller
participants.


TIAA CMBS: Fitch Assigns Low-B Ratings to 6 Series 2001-C1 Classes
------------------------------------------------------------------
Fitch Ratings affirms TIAA CMBS I Trust's commercial mortgage
pass-through certificates, series 2001-C1, as follows:

               --$89.1 million class A-1 'AAA';
               --$200 million class A-2 'AAA';
               --$214.6 million class A-3 'AAA';
               --$400 million class A-4 'AAA';
               --$172 million class A-5 'AAA';
               --Interest only class X 'AAA';
               --$58.6 million class B 'AA';
               --$51.3 million class C 'A';
               --$22 million class D 'A-';
               --$14.7 million class E 'BBB+';
               --$18.3 million class F 'BBB';
               --$14.7 million class G 'BBB-';
               --$33 million class H 'BB+';
               --$14.7 million class J 'BB';
               --$11 million class K 'BB-';
               --$14.7 million class L 'B+';
               --$7.3 million class M 'B';
               --$7.3 million class N 'B-'.

Fitch does not rate class O or class LR.

The rating affirmations reflect stable pool performance and
scheduled amortization. As of the May 2004 distribution date, the
pool's aggregate certificate balance has decreased 13.32%, to
$1.26 billion from $1.46 billion at issuance. Of the original 252
loans, 211 remain outstanding in the pool. There are currently no
delinquent loans and no loans in special servicing.

The transaction's weighted average debt service coverage ratio,
has remained strong at 1.52 times, the same as issuance. The
pool's property type concentrations include retail (32%),
multifamily (21%), cooperative housing (11%), and industrial
(11%). Higher risk property types which include hotels, health
care and self storage properties, account for 17% of the pool.
Geographic concentrations include Florida (14%), California (11%),
New York (10%), New Jersey (7%), and Texas (6%).


TORPEDO SPORTS: Talking to VP Sports to Buy Liquidating Subsidiary
------------------------------------------------------------------
Torpedo Sports USA, Inc. (OTCBB:TPDO) announced that it has
evaluated the future business prospects for its children's snow
products and related business conducted by its wholly owned
subsidiary, Torpedo Sports, Inc. of Canada, as previously
announced on February 4, 2004.

Following this evaluation, Torpedo Sports, Inc. has determined it
will not make a proposal to its creditors under Canadian law as
previously announced on January 27, 2004, and has declared
bankruptcy with the intention to be liquidated. The Company is
presently negotiating with a related entity, VP Sports, Inc., to
purchase Torpedo's 100% stock position in Torpedo Sports, Inc. and
assume the liquidation responsibilities. This action will
substantially eliminate the Company's obligations and allow it
focus on other business opportunities.

As announced on January 21, 2004, the Company retained Blake
Advisors, a business consulting firm based in Edina, Minnesota, to
serve as its advisor regarding strategic options for the Company's
future. Blake Advisors has identified the biotechnology sector as
the primary focus for a new business opportunity. The Company and
Blake Advisors are conducting due diligence on several potential
opportunities in this area, however, no specific transaction has
been initiated and no agreements have been reached at this time.
The Company and Blake Advisors intend to continue their
investigations and are confident a suitable opportunity will be
found.

                         *   *   *

As reported in the Troubled Company Reporter's January 19, 2004
edition, Torpedo Sports USA Inc. reported a net loss of $3,458,072
for the year ended July 31, 2003, and a shareholders' deficit of
$2,152,023 as of July 31, 2003. These factors raise substantial
doubt about the Company's ability to continue as a going concern.

For the fiscal year ending July 31, 2004, management anticipated
that liquidity and capital resource needs will not be satisfied
from cash flows generated from Company operating activities, or
from its credit facility arrangement. It will be necessary to rely
on other sources available to it, including the sale of equity
securities through private placements of common or preferred
stock, the exercise of stock options or warrants, advances or
loans from shareholders and/or other related parties, some of
which may cause dilution to stockholders. Additionally, the
Company can give no assurances that it will be successful in
continuing to raise the capital required to pay its past due, as
well as continuing, obligations.


TRANSWESTERN PIPELINE: Fitch Affirms B+ Senior Debt Rating
----------------------------------------------------------
Fitch Ratings has affirmed Transwestern Pipeline Co.'s indicative
senior unsecured debt rating at 'B+'. In addition, Fitch has
assigned a 'BB' rating to Transwestern's new $150 million 4-year
revolving credit facility and its $400 million 5-year term loan.
The Bank Facilities, dated May 3, 2004, are secured by a first
priority security interest in the assets and stock of ranswestern.
The securities are removed from Rating Watch Evolving where they
were placed on Feb. 3, 2003. The Rating Outlook is Positive.
Transwestern currently has no senior unsecured debt outstanding
and its indicative rating considers the subordinated position of
general unsecured lenders to $430 million of outstanding secured
debt.

Transwestern owns and operates a 2,600-mile FERC regulated
interstate natural gas pipeline extending from West Texas,
Oklahoma, and the San Juan Basin into California. Transwestern is
an indirect, wholly-owned subsidiary of Enron Corp. and is not a
debtor in Enron's bankruptcy proceedings. On March 31, 2004, Enron
transferred its pipeline interests, including its 100% ownership
in Transwestern's parent holding company, to CrossCountry Energy,
LLC. The pipelines have common management but are financed
separately. CrossCountry has no debt and has no current plans to
issue debt. Enron's plan of reorganization (POR) contemplates that
CrossCountry shares will be held for the benefit of Enron
creditors and subsequently distributed to creditors in accordance
with the plan. Hearings relating to Bankruptcy Court confirmation
of the POR are presently scheduled for June 2004.

The change from Watch Evolving to Positive Rating Outlook reflects
the improved liquidity and lower interest cost resulting from the
Bank Facilities and the protections to lenders resulting from the
transfer of ownership of Transwestern to CrossCountry. Enron has
provided several key indemnities to CrossCountry to protect
against various liabilities that may arise as a result of the
Enron bankruptcy, including potential income tax and ERISA
liabilities. The ratings and outlook also reflect Transwestern's
current strong operating and financial performance and its
favorable long-term gas supply and market demand characteristics.
A moderating factor is the capacity turnback risk associated with
contract renewals scheduled over the next few years, the most
significant being with its largest shipper, Southern California
Gas Co.

The below-investment grade status of Transwestern's ratings
reflects the general uncertainty of the Enron bankruptcy and lack
of clarity as to the ultimate distribution of CrossCountry shares
which could extend several years. On a practical level, Enron-
related risk continues to inhibit Transwestern from accessing
capital markets as an investment grade debt issuer. Absent Enron
risks, Transwestern's current and prospective standalone credit
measures are consistent with investment grade for a FERC regulated
pipeline. EBITDA to interest should exceed 5.0 times (x) and debt
to EBITDA approximate 3.0x for 2004. Operating performance remains
stable and has not been materially impaired by the burden of
Enron's bankruptcy as shippers and vendors have continued to
contract with Transwestern under normal terms. Long-term expansion
prospects are good.


TRITON CDO: S&P Places Class B's CCC+ Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
B notes issued by Triton CDO IV Ltd., a high-yield arbitrage CBO
transaction managed by Triton Partners LLC, on CreditWatch with
negative implications. At the same time, the rating on the class A
notes is affirmed based on the level of overcollateralization
available to support the notes.

The CreditWatch placement reflects factors that have negatively
affected the credit enhancement available to support the class B
notes since the transaction was originated in December 1999. These
factors include continuing par erosion of the collateral pool
securing the rated notes and a negative migration in the overall
credit quality of the assets within the collateral pool.

The credit quality and composition of the collateral pool has
changed since the rating on the class B notes was lowered on Feb
5, 2004. A significant amount of obligations have been called in
recent months, increasing the balance of the principal cash
account while reducing the collateral pool of rated obligations
available. The percentage of assets in the portfolio coming from
obligors with Standard & Poor's ratings in the 'CCC' range has
consequently grown to approximately 18.25%, as a large proportion
of credits have been converted to cash. Furthermore, the
transaction is not in compliance with Standard & Poor's Trading
Model test, a measure of the overall credit quality within the
portfolio to support the rating on a given tranche issued by the
CDO.

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

               B       CCC+/Watch Neg   CCC+
    
                        Rating Affirmed
                   
               Class    Rating
       
               A        A


YCO HOLDINGS: Files for Chapter 7 Protection in S.D. Texas
----------------------------------------------------------
On March 29, 2004, YCO Holdings, Inc., a wholly owned subsidiary
of Supreme Holdings, filed for protection from its creditors under
the provisions of Chapter 7 of the United States  Bankruptcy Code,
with the United States Bankruptcy Court for the Southern District
of Texas,  Houston Division.  The operations of YCO Holdings, Inc.
and its subsidiaries were  discontinued on October 8, 2003.  The
business of YCO Holdings, Inc. was not producing a profit at the
time that operations were discontinued and losses were continuing
to mount.  After reviewing the debts and assets of the Company, it
was determined that the only  possible way to deal with the
subsidiary's creditors would be under the supervision of the
United States Bankruptcy Court. In the bankruptcy filing, YCO
Holdings, Inc. reported assets of $12,087.00 and liabilities of
$4,808,275.44.  Management does not believe that this bankruptcy
proceeding will have any effect on the operations of Supreme
Holdings, or its other subsidiaries.


* Gardner Carton & Douglas Adds Thirteen Healthcare Lawyers
-----------------------------------------------------------
Continuing its aggressive expansion, the law firm of Gardner
Carton & Douglas LLP announced thirteen lawyers will join the
Firm's health care law practice in Chicago, Washington, DC and
Albany, NY. This follows one week behind Gardner Carton's
announcement of a similar expansion of its health law platform
with the addition of five lawyers from the Chicago-based health
care labor and employment boutique of Stickler & Nelson PC.

Gardner Carton & Douglas' new additions include:

   Washington D.C. partners

     * Philip D. Green,
     * Allen V. Farber,
     * Paul L. Uhrig,
     * Robert W. McCann,
     * James A. Barker, Jr. and
     * Jeffrey T. Ganiban;

   Chicago partners

     * Keith R. Anderson and
     * Neil S. Olderman; and

   Albany, NY, partners

     * Stephen S. Boochever,
     * Eileen M. Considine and
     * John J. D'Andrea.

Associates Elizabeth D. Stottlemyer and Kelley M. Taylor, both in
Washington, will also join Gardner Carton.

All attorneys were formerly associated with the 950-lawyer
national Washington- based firm of Akin Gump Strauss Hauer & Feld
LLP.

"These thirteen lawyers lead a nationally-renowned health care
transaction practice representing major medical centers associated
with leading academic institutions," said Harold L. Kaplan,
Chairman of Gardner Carton & Douglas LLP. "We have known Phil
Green, Steve Boochever and their colleagues for a number of years.
We are delighted they have chosen to combine their practice with
ours."

"Gardner Carton has represented the health care industry as a
premier legal services provider for more than 30 years. Having
lawyers of such caliber allows us to set the bar even higher with
respect to providing the absolute best service to our respective
clients," said L. Edward Bryant, Jr., chair of Gardner Carton's
Health Law Department.

"While it is difficult to leave our present firm, the opportunity
to join a dynamic firm like Gardner Carton, with its nationally-
recognized broad-based health care transactional, regulatory,
reimbursement and labor-employment practices, is unique," said
Philip D. Green.

"Client conflicts became increasingly difficult to navigate in a
law firm the size of Akin Gump," said Stephen S. Boochever.
"However, we leave as friends, both personally and professionally,
and look forward to working alongside them on mutual clients in
the future as colleagues and friends."

With the addition of this new group, Gardner Carton & Douglas,
with more than 260 attorneys in Chicago, Milwaukee, Washington,
D.C. and Albany, NY, is a firm with multiple disciplines and
significant practices in health care, employee benefits,
employment and labor law, bankruptcy, real estate, litigation,
intellectual property and corporate law. The Firm consistently
ranks as having one of the top employee benefits practices and one
of the most prestigious health law practices in the country.

Diverse and extensive, Gardner Carton's client base includes major
domestic and foreign manufacturing companies; universities;
hospitals and other nonprofit organizations; public pension
systems; commercial and investment banks; insurance companies and
other financial service institutions; Native American tribes;
municipalities; broadcasters, common carriers and private
communication users; advanced technology businesses; and
individuals.

"These announcements reflect Gardner Carton's strategic plan to
build on and strengthen our nationally recognized core practices,"
said Kaplan. "Adding this dynamic new group, in addition to the
practice of Stickler & Nelson, to our health care platform creates
an unparalleled level of expertise in the field."


* Sidley Consolidates London Offices & Moves to Woolgate Exchange
-----------------------------------------------------------------
Sidley Austin Brown & Wood, one of the largest U.S.-based law
firms in the U.K., has consolidated its two London offices with
its move completed on May 10 to the Woolgate Exchange. Sidley has
leased 78,288 square feet in the building, located at 25
Basinghall Street EC2. The firm's 95 London-based lawyers
concentrate on capital markets structured finance including
securitisation, corporate and mergers & acquisitions,
restructuring and insolvency; taxation and real estate financing.

Sidley's London office includes both English solicitors and U.S.-
qualified lawyers. The London office represents major financial
and investment institutions as well as global corporates on U.K.
domestic and cross-border transactions.

"We are delighted to combine our two existing offices into a
single location. Woolgate Exchange will be an excellent home for
us as we continue to build our London practice," said Drew Scott,
managing partner of Sidley's London office.

The London office was honored in March 2004 for both "Deal of the
Year for Securitisation" and "Deal of the Year for Restructuring"
by the International Financial Law Review. The securitisation
award was presented for Sidley's work for Goldman Sachs
International and Citigroup Global Markets Limited on HBO's 3
billion Euro, seven-year covered bond issue, the first such issue
governed by English law. The restructuring award was for Sidley's
work on Budget Rent-a-Car's sale of its European, Middle Eastern
and African operations to Avis Europe PLC.

              About Sidley Austin Brown & Wood LLP

Sidley Austin Brown & Wood LLP is one of the world's largest full-
service law firms, with more than 1,550 lawyers practicing in
Beijing, Brussels, Chicago, Dallas, Geneva, Hong Kong, London, Los
Angeles, New York, Tokyo, San Francisco, Shanghai, Singapore and
Washington D.C. The firm represents a broad range of clients,
including many of the world's major financial institutions and
corporations.


* BOND PRICING: For the week of May 24 - 28, 2004
-------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Applied Extrusion                     10.750%  07/01/11    70
American & Foreign Power               5.000%  03/01/30    65
AMR Corp.                             10.200%  03/15/20    74
AMR Corp.                              9.000%  09/15/16    75  
Bally Total Fitness                    9.875   10/15/07    75
Best Buy                               0.684%  06/27/21    72
Burlington Northern                    3.200%  01/01/45    51
Burlington Northern                    3.800%  01/01/20    73
Calpine Corp.                          4.750%  11/15/23    69  
Calpine Corp.                          7.750%  04/15/09    54
Calpine Corp.                          7.625%  04/15/06    66
Calpine Corp.                          8.500%  02/15/11    55
Calpine Corp.                          8.625%  08/15/10    55
Calpine Corp.                          8.750%  07/15/07    57
Calpine Corp.                         10.500%  05/15/06    70
Coastal Corp.                          7.750%  10/15/35    72
Comcast Corp.                          2.000%  10/15/29    37
Cummins Engine                         5.650%  03/01/98    70
Delta Air Lines                        2.875%  02/18/24    53
Delta Air Lines                        7.700%  12/15/05    59
Delta Air Lines                        7.900%  12/15/09    44
Delta Air Lines                        8.300%  12/15/09    38
Delta Air Lines                        8.000%  06/03/23    52
Delta Air Lines                        8.300%  12/15/29    39
Delta Air Lines                        9.000%  05/15/16    42
Delta Air Lines                        9.250%  03/15/22    42
Delta Air Lines                        9.750%  05/15/21    41
Delta Air Lines                       10.125%  05/15/10    46
Delta Air Lines                       10.375%  02/01/11    47
Delta Air Lines                       10.375%  12/15/22    43
El Paso Corp                           7.750%  01/15/32    74
El Paso Energy                         7.800%  08/01/31    73
El Paso Energy                         8.050%  10/15/30    75
Elwood Energy                          8.159%  07/05/26    67
Foamex L.P.                            9.875%  06/15/07    72
Finova Group                           7.500%  11/15/09    56
Fleming Cos Inc                       10.625%  07/31/07     0       
General Physics                        6.000%  06/30/04    52
Goodyear Tire                          7.000%  03/15/28    71
Inland Fiber                           9.625%  11/15/07    54  
Land of Lakes Capital                  7.450%  03/15/28    61  
Level 3 Communications                 6.000%  03/15/10    55
Lucent Tech                            6.450%  03/15/29    73
Mirant Corp.                           2.500%  06/15/21    53
Mirant Corp.                           5.750%  07/15/07    54
Motorola Inc.                          5.220%  10/01/97    73
Northwest Airlines                     7.875%  03/15/08    63
Northwest Airlines                     8.700%  03/15/07    71
Northwest Airlines                     9.875%  03/15/07    73
Northern Pacific Railway               3.000%  01/01/47    50
Salton Inc                            10.750%  12/15/05    65
Salton Inc                            12.250%  04/15/08    62
Universal Health Services              0.426%  06/23/20    58


                           *********

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 ***