TCR_Public/040526.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 26, 2004, Vol. 8, No. 103

                           Headlines

601 ASHLEY INC: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA: Buccino & Associates Named Devon's Liquidation Trustee
AEGIS COMMS: Negotiating with Lenders to Resolve Covenant Defaults
AIR CANADA: Provides Update On Private Equity Process
AK STEEL: Completes Early Redemption of Senior Secured Notes

AMERCO: Asks Court to Disallow Milberg Weiss' $40 Million Claims
AVADO BRANDS: Signs-Up Kilpatrick Stockton as Special Counsel
AVAYA: Will Make $111 Million Stock Contribution to Pension Plan
BAM! ENTERTAINMENT: Reports $3 Million Deficit at March 31, 2004
BARNEYS NEW YORK: First Quarter 2004 Results Turn Positive

BAYOU STEEL: Reorganized Co. Posts Improved Second Quarter Results
BRICKMAN GROUP: Amends $80MM Credit Pact Pursuant to Debt Issuance
CHARTER COMMS: S&P Revises Outlook to Positive After Refinancing
CHASE COMMERCIAL: Fitch Lowers 1997-2 Class I Rating to CCC
CONCENTRA: Secures Enough Consents to Amend 13% Sr. Note Indenture

CONNECTICUT SUITES: Case Summary & 17 Largest Unsecured Creditors
COOPERATIVA NACIONAL: Fitch Cuts Foreign Currency Rating to CCC
COVANTA TAMPA: Plan Confirmation Hearing Set for July 14, 2004
CREDIT SUISSE: Fitch Lowers 1998-C1 Class I Rating to CC
DRILLING INC: Former Auditors Express Going Concern Uncertainty

DVI: Creditors Tap CapitalSource for Healthcare Loans Servicing
ENRON: Lenders Agree to Extend DIP Credit Agreement to Sept. 3
ETHYL CORP: Annual Shareholders' Meeting is Tomorrow in Virginia
FASTNET CORP: Selling Remaining Assets and Winding Up Operations
FELLOWSHIP BAPTIST: Case Summary & 20 Largest Unsecured Creditors

FERRELLGAS: Declares 3rd Quarter Distribution Payable on June 14
FISHER SCIENTIFIC: S&P Keep Ratings on Watch Positive After Merger
FLEMING COS: Agrees To Settle & Reclassify Reclamation Claims
FLEMING COMPANIES: Del. Bankr. Court Approves Disclosure Statement
GADZOOKS: Wants Until Sept. 2 to File a Chapter 11 Plan

GROSVENOR ORLANDO: Gets Nod to Hire Shea Stoked as NLRB Counsel
GULF BREEZE MEDIA: Case Summary & 20 Largest Unsecured Creditors
HAYNES INT'L: Court Fixes June 3, 2004 as General Claims Bar Date
HOUSTON EXPLORATION: KeySpan to Reduce Stake in Exchange for Unit
JILLIAN'S ENTERTAINMENT: Files for Chapter 11 to Facilitate Sale

JILLIAN'S ENTERTAINMENT: Case Summary & 30 Unsecured Creditors
JUNO LIGHTING: Secures New $245 Million Credit Facility
JUNO LIGHTING: Richard J. Marshuetz Joins Board of Directors
KAISER ALUMINUM: Proposes Gramercy Sale Bidding Protocol
LANTIS EYEWEAR: Case Summary & 20 Largest Unsecured Creditors

LEHMAN BROTHERS: Case Summary & 20 Largest Unsecured Creditors
LUBRIZOL: S&P Gives $2B Sr. Unsecured Shelf Preliminary BB+ Rating
MARY MCCLELLAN: Gets Okay to Tap Prudential Blake as Realtors
MILLBROOK PRESS: Has Until Plan Confirmation to Decide on Leases
MINORPLANET SYSTEMS: Committee Brings-In J.H. Cohn as Advisors

MIRANT CORP: Creditors' Committee Taps Shearman As New Counsel
MULTICANAL: Involuntary Bankruptcy Petition Hearing is on June 2
NATIONAL CENTURY: Liberty National Wins Bid for Lincoln Hospital
NEXTEL COMMUNICATIONS: CEO Reaffirms Full-Year 2004 Guidance
NEXTEL PARTNERS: S&P Assigns & Affirms Low-B Debt Ratings

OGLEBAY NORTON: Files Disclosure Statement with Del. Bankr. Court
OLD UGC: Wants to Stretch Plan Exclusivity Period through Aug. 9
OMNICARE: S&P Puts Ratings on Negative Watch After Purchase Offer
PACIFIC GAS: California Senate Passes Bill to Securitize Assets
PARMALAT GROUP: U.S. Debtors Want More Time To Remove Actions

PHOTRONICS: S&P Affirms Low-B Ratings & Revises Outlook to Stable
PG&E NATL: NEG Identifies Multi-Million-Dollar Wrong Entity Claims
PILLOWTEX CORP: Asks Court To Fix Hollingsworth Bidding Procedures
POWERHOUSE TECHNOLOGIES: Absorbs Forward Solutions Subsidiary
PRUSSIA ASSOCIATES: Has Until Sept. 21 to File Chapter 11 Plan

READER'S DIGEST: Cuts Financing Costs by Restructuring Term Loans
RELIANCE GROUP: Liquidator To Sell King County Land For $410,000
RETAILER Z LLC: Case Summary & 20 Largest Unsecured Creditors
RURAL/METRO: Continues as Exclusive Fire Protection Provider in AZ
SCOTT CRANE RENTAL: Case Summary & 16 Largest Unsecured Creditors

SK GLOBAL: Capital Research is SK Corp.'s 3rd Biggest Shareholder
SPIEGEL GROUP: Pangea Advances $58.6 Million Offer for Catalog
STAR ACQUISITION: Wants Until Sept. 1 to Make Lease Decisions
SUN COAST HOSPITAL: Poor Fiscal 2004 Results Spur S&P's Rating Cut
TENNECO: Withdraws $150MM Equity Offering Due to Weak Market

UAL: BNY & HSBC Want Court To Compel Debtors To Escrow Payments
US AIRWAYS: Fights Philip Morris Over Lease Restructuring Payments
U.S. CAN: S&P Rates Proposed $315MM Sr. Secured Facilities at B
VICAR OPERATING: S&P Assigns BB- Rating to $275M Credit Facilities
WEIRTON: Moves To Reject All Contracts and Leases Following Sale

WESTERN FINANCIAL: Fitch Affirms Low Ratings & Positive Outlook
WESTERN GAS: Proposes Two-for-One Stock Split
WINSTAR: Herrick Feinstein Wants Payment for Legal Fees & Expenses
ZONE 4 PLAY: Ernst & Young Replaces Peach Goddard as Accountants
ZONE 4 PLAY: Old Goat Enterprises Acquires Company

* A.M. Best Publishes 34-Year Property/Casualty Insolvency Study

* Upcoming Meetings, Conferences and Seminars

                           *********

601 ASHLEY INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 601 Ashley, Inc.
        aka 100 Twiggs Tampa, Inc.
        601 North Ashley Drive, Suite 1200
        Tampa, Florida 33602

Bankruptcy Case No.: 04-09516

Chapter 11 Petition Date: May 11, 2004

Court: Middle District of Florida (Tampa)

Judge: Thomas E. Baynes Jr.

Debtor's Counsel: Richard J. McIntyre, Esq.
                  Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
                  Mullis, PA
                  P.O. Box 1102
                  Tampa, FL 33601
                  Tel: 813-223-7474
                  Fax: 813-229-6553

Total Assets: $0

Total Debts:  $7,649,622

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
GCCFC 2002-CI                            $6,082,955
Twiggs Office, LLC
c/o Kimberly A. Ashby, Esq.
P.O. Box 231
Orlando, FL 32802

Dennis Allen                             $1,396,745

Steve Nash Agency                           $44,318

Alexander-Whitt Enterprises                 $33,523

Commercial Property Services                $22,866

TECO                                        $21,262

Chesapeake Capital Corporation              $18,123

City of Tampa                                $8,780

Levin & McMillan                             $8,345

Black's Guide                                $2,640

Aquasure, Inc.                               $2,605

Simplex Grinnell                             $1,674

Verizon                                      $1,523

Alverez Plumbing, Inc.                       $1,510

The Business Journal                           $533

ASI Sign Systems                               $455

Marble Renewal of Florida                      $450

Insect I.Q.                                    $414

Thyssen Miami                                  $341

Maddux Report                                  $300


ADELPHIA: Buccino & Associates Named Devon's Liquidation Trustee
----------------------------------------------------------------
Devon Mobile Communications, LP, was established in 1995 by its
sole managing general partner, Devon, G.P., Inc., which is wholly
owned by Lisa-Gaye Shearing Mead, and by its sole limited
partner, Adelphia Communications Corporation, in order to:

   * participate in Federal Communication Commission spectrum
     auctions;

   * acquire the rights to certain FCC licenses;

   * build and operate PCS networks in those license areas; and

   * market PCS services to Adelphia and non-Adelphia customers
     in those areas.

Devon GP owns 50.1% of the partnership interests of Devon and
Adelphia owns 49.9%, pursuant to an Agreement of Limited
Partnership of Devon Mobile Communications, L.P., dated
November 3, 1995.

The funds necessary for the purchase of the licenses, the costs
associated with the build-out of Devon's networks and essentially
all of Devon's business operations were funded primarily through
capital infusions made by Adelphia and extended billing and
payment plans provided by General Dynamics Government Systems
Corp. and Lucent Technologies, Inc.  Until the early Spring of
2002, Adelphia procured insurance for Devon and provided human
resources administration, essentially all accounting services
related to the tracking of capital purchases and accounts
payable, tax preparation, payroll, financial statement
preparation, bank account reconciliation, the collection of
Devon's cash payment receivables and the payment of Devon's
expenses via Adelphia's cash management system.

                     Devon's Road to Bankruptcy

In late May 2002, Adelphia stopped funding the payment of Devon's
expenses.  Adelphia's decision paralyzed Devon, according to
Michael V. Blumenthal, Esq., at Brown, Raysman, Millstein, Felder
& Steiner, LLP, in New York.

Devon was forced to suspend its business plan and seek
alternative means of funding its operations.  Employees were
terminated, networks were shut down, services were cancelled, and
defaults in lease payments occurred.  Refunds due to Devon's
former subscribers were not paid prior to its Petition Date and
therefore, constitute priority claims against Devon.

Adelphia denies that its decision to stop funding resulted in
Devon's failure.  Adelphia asserts that Devon's business strategy
as well as its inability to obtain alternative funding caused
Devon's bankruptcy filing.

                       Prepetition Mead Loan

Mr. Blumenthal relates that Devon borrowed $335,000 from Michael
Mead, the spouse of the company's chief executive officer, Lisa-
Gaye Shearing Mead, to fund payroll and other necessary
operational expenses.  As of the Petition Date, Devon's
outstanding debt under the Mead Loan was $338,505.88.

                       KFI Prepetition Loan

Devon also borrowed money from Kennedy Funding, Inc.  The parties
agreed that Devon could borrow up to $3,200,000 before and after
the Petition Date.  Under DIP Loan No. 1, Mr. Blumenthal says,
Devon borrowed $1,182,00.  As of Devon's Petition Date, the
aggregate outstanding indebtedness owing to KFI pursuant to the
DIP Loan No. 1 Agreement was $1,182,000.

                        Bankruptcy Filing

On August 19, 2002, Devon filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code with the United States
Bankruptcy Court for the District of Delaware.  Devon Roanoke E,
LLC, and Devon Charlottesville D, LLC, wholly owned subsidiaries
of Devon, separately filed bankruptcy petitions on December 11,
2002.  Four months later, on April 17, 2003, Devon Rutland D,
LLC, and Devon Burlington D, LLC, wholly owned subsidiaries of
Devon, separately filed for Chapter 11 protection.

                            DIP Loans

The Delaware Bankruptcy Court authorized Devon to borrow
$3,200,000 under the DIP Loan No. 1 Agreement.  According to Mr.
Blumenthal, the money was used to repay in full the Prepetition
KFI Load and the Prepetition Mead Loan, as well as to fund
Devon's ongoing administrative expenses.

On December 2, 2002, the Delaware Bankruptcy Court permitted
Devon to obtain additional financing from KFI up to $7,200,000
under DIP Loan No. 2.

                    Employment of Professionals

Devon employed seven professionals to assist them in the
administration of these Chapter 11 cases:

   Firm                                   Role
   ----                                   ----
   Brown Raysman Millstein
   Felder & Steiner, LLP                  General Counsel

   Saul Ewing, LLP                        Local Counsel

   Paul Hastings Janofsky & Walker, LLP   Special FCC Counsel

   Legg Mason Wood Walker, LLP            Financial Advisors

   Freed Maxick & Battaglia, PC           Accountants

   Nations Media Partners, Inc.           Special Advisors

   Robert L. Berger & Associates, LP      Notice & Claims Agent

                Administration of Chapter 11 Cases

Devon sought and obtained the Delaware Bankruptcy Court's
authority to pay certain prepetition claims relating to (a)
sales, use and franchise taxes, and (b) wages, salaries,
benefits, and other compensation.

The Delaware Bankruptcy Court also permitted Devon to implement a
key employee retention plan and a management incentive plan.

An official committee of unsecured creditors of Devon was
appointed on August 30, 2002.  Young Conaway Stargatt & Taylor,
LLP, was retained as the Committee's counsel.

The Office of the United States Trustee convened a first meeting
of creditors pursuant to Section 341 of the Bankruptcy Code on
September 25, 2002.

The last day for filing prepetition claims against Devon expired
on January 17, 2003.

                           Asset Sales

(1) Tower Sales

    Mr. Blumenthal relates that 40 communications towers and
    tower leases were sold through an auction on November 2,
    2002.  Devon also agreed to enter into certain Co-Location
    Leasebacks.  All of the Towers, except three, subject to the
    Tower Auction Sales have closed.

    Devon sold 35 Towers and related Tower Leases to Zafa Towers-
    PA, LLC, Zafa Towers-NY, LLC, and Zafa Towers-VA, LLC.  The
    Zafa Sale closed on February 28, 2003.

    Devon also sold its remaining Tower -- LEB008 -- for $45,000
    to SUBcarrier COMmunications, Inc.  The SUBcarrier Sale
    closed on June 2, 2003.

    Total proceeds of the Tower Sales received by Devon reached
    $3,283,600.

(2) Virginia Asset Sales

    Devon, Devon Roanoke and Devon Charlottesville, as sellers,
    and OmniPoint Communications Cap Operations, LLC, and
    OmniPoint DC Area DE License, LLC, as buyers, and T-Mobile
    USA, Inc., entered into a License Purchase and Sale Agreement
    for the sale of Devon's right, title and interest in and to:

    -- one E-block License in the Roanoke BTA;

    -- one D-block License in the Charlottesville BTA;

    -- one C-block License in the Harrisonburg BTA; and

    -- Devon's network, excluding any Lucent Equipment, in the
       Charlottesville, Danville, Lynchburg, Martinsville,
       Roanoke and Staunton basic trading areas.

    According to Mr. Blumenthal, the T-Mobile Sale closed on
    April 1, 2003, upon Devon's receipt of $7,312,954.42 -- plus
    $815,045.58 released from escrow -- from the Buyers.

    Lucent also bought all of the Lucent Equipment in Virginia
    for $2,150,000.

(3) Pennsylvania Asset Sales

    Devon accepted offers for its F-block License in the
    Pittsburgh, PA BTA from Cellco Partnership doing business as
    Verizon Wireless, and for its F-block License in the State
    College, PA BTA from Cingular Wireless, LLC.

    The purchase price to be paid under the PITT Sale Agreement
    is $10,500,000.  The purchase price to be paid by Cingular
    under the State College Sale Agreement is $100,000.

(4) New York and New England Asset Sales

    United Cellular Corporation paid $800,000 for Devon Rutland's
    and Devon Burlington's right, title and interest in and to
    the D-block Licenses in the Burlington, VT and Rutland, VT
    BTAs, together with a portion of Devon's network in those
    BTAs.

    Verizon Wireless bought Devon's right, title and interest in
    and to the F-block License in the Lebanon, NH BTA, together
    with a portion of Devon's network in that BTA, for $635,000.

    Devon's right, title and interest in and to the F-block
    License in the Keene, NH BTA was acquired by Vermont
    Telephone Company, Inc., for $200,000.

(5) Remaining Lucent Equipment Sale

    Lucent agreed to buy back certain telecommunications
    equipment, which it previously sold to the Debtors, for
    $2,692,820.74, which will be paid as:

    -- $750,000 in cash to the Debtors' estate at Closing; and

    -- $1,942,820.74 to be credited against the Allowed Lucent
       Claim.

    Lucent will be allowed a general unsecured claim for
    $32,594,040.26 arising from and related to that certain
    General Agreement for Personal Communication Service Systems
    with Devon Mobile Communications, L.P.

(6) De Minimis Assets Sale

Devon sold 28 de minimis assets for $174,252.80.

                          Adelphia Claims

The Devon Debtors filed proofs of claim against ABIZ.  The claim
primarily relate to the $35,600,000 transferred by Devon to
Adelphia within one year prior to Devon's Petition Date.  In the
90 days prior to its Petition Date, Devon transferred
$1,380,125.97 to "non-insiders."

Adelphia and certain of its affiliates also filed proofs of claim
against Devon based on, inter alia, funds allegedly loaned to
Devon and services allegedly provided by Adelphia to Devon prior
to the Petition Date:

   -- a claim for $96,323,824;
   -- a claim for $34,798,814;
   -- a claim for $441,690.80; and
   -- a claim for $1,260,127

Adelphia asserts that these claims are valid debts arising from
the Services Agreement.

                       Plan of Liquidation

The Devon Debtors and the Official Committee of Unsecured
Creditors jointly filed a Disclosure Statement and Plan of
Liquidation on June 22, 2003, which was later amended on July 24,
2003.

A free copy of the Amended Liquidating Plan is available at:

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

A free copy of the Amended Disclosure Statement is available at:

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

The Delaware Bankruptcy Court issued an order approving the
Disclosure Statement on July 25, 2003, having found that it
contains information of a kind and in sufficient detail adequate
to enable a hypothetical, reasonable investor to make an informed
judgment whether to accept or reject the Plan.

The Plan represents compromises among certain of the parties and
provides for, among other things, (a) the liquidation or
surrender of the Debtors' remaining assets; and (b) the creation
of a Liquidation Trust to distribute cash to creditors under the
Plan on the First Distribution Date, and to consummate certain
pending purchase and sale agreements and to pursue causes of
action of the benefit of creditors.

The Plan categorizes the Claims against and Interests in the
Debtors, which existed on the Petition Date into seven classes.  
Expenses incurred by the Debtors and the Committee will be paid
in full.

Class   Type of Claim or Interest             Estimated Recovery
-----   -------------------------             ------------------
N/A    Allowed Administrative Expense Claims       100%
N/A    Fee Claims                                  100%
N/A    Priority Tax Claims                         100%
  1     Allowed Other Priority Tax Claims           100%
  2     FCC Secured Claim                           100%
  3     GD Secured Claim                            100%
  4     Lucent Secured Claim                        100%
  5     Other Secured Claims                        100%
  6     Unsecured Claims                        6% - 10%
  7     Interests                                     0%

On September 29, 2003, the Debtors and the Committee filed a
modification to the Plan.

A free copy of the Plan Modification is available at:

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

The Delaware Bankruptcy Court found that the Plan satisfied the
requirements of the Bankruptcy Code.  Accordingly, the Delaware
Bankruptcy Court confirmed the Plan, as modified, on October 1,
2003.  

All objections to the confirmation of the Plan that were not
resolved or withdrawn were overruled.

The Devon Debtors estates were substantively consolidated into
the Estate of Devon for all purposes, including, without
limitation, for purposes of confirmation, voting, distributions
and claim allowance.

The Post-Confirmation Committee was established and is comprised
of: General Dynamic Government Systems Corporation, SBA Network
Services, Inc., and Crown Castle USA, Inc.

Buccino & Associates, Inc., is appointed as the Liquidation
Trustee.

The Devon Debtors' Plan became effective on October 17, 2003.
(Adelphia Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AEGIS COMMS: Negotiating with Lenders to Resolve Covenant Defaults
------------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a
marketing services company that enables clients to make customer
contact efforts more profitable, reported its results for the
first quarter of 2004.

                          Revenues

First quarter 2004 revenues were $29.6 million as compared to
$40.4 million for the same period last year, a decrease of $10.8
million, or 26.8%. The decline in revenues is primarily the result
of an inbound contract with a cable services provider that expired
in the fourth quarter of 2003 and was not renewed by the client as
they made a decision to consolidate their customer service into
available in-house capacity. The impact on our revenues accounted
for approximately 60% of our total decrease compared to the prior
year first quarter. Additionally, one of our telecommunications
clients (who is one of our three largest clients) reduced
transaction volumes versus the three months ending March 31, 2003
and a client in the membership services industry ramped down a
campaign in the first quarter of 2004.

                      Operating Loss

Operating loss for the first quarter of 2004 was $3.9 million as
compared to operating losses of $2.0 million in the prior year
first quarter. The increase in net loss for the period ended March
31, 2004 versus the first quarter of 2003 is primarily due to the
decline in revenues experienced during the period.

"While not pleased with our first quarter results, which were
negatively impacted by a decline in revenues as a result of a
client moving their business in-house, Aegis took some very
important steps in the first quarter," commented Scot Brunke,
President and CFO of Aegis. "First, we continued our high level
service to our clients during a period of transition from one
management team to another. Secondly, we took steps to reduce our
SG&A expense to levels that better suit the size of our company.
We have reduced headcount, restructured many of our vendor
contracts and have taken steps to right size our capacity,"
continued Brunke. "Despite the loss of a significant client and
reduced volumes from two others, we expanded our relationship with
several clients. As we continue to develop relationships and bring
costs into line, we expect our operating results to improve over
the coming quarters."

                        Net Loss

The Company incurred a net loss applicable to common shareholders
of approximately $5.9 million, or $0.07 per common share, for the
quarter ended March 31, 2004. During the prior year comparable
quarter, the Company incurred a net loss applicable to common
shareholders of approximately $4.9 million, or $0.09 per common
share. The increase in net loss applicable to common shareholders
for the period ended March 31, 2004 versus the first quarter of
2003 is due to the decline in revenues experienced during the
period, charges recorded in association with the restructuring of
the Company's management team and the increase in interest expense
due to the additional amortization of the discount on notes
payable.

Cost of Services. Cost of services may vary substantially with
changes in revenue. For the quarter ended March 31, 2004, cost of
services decreased by approximately $7.6 million, to $21.2 million
versus the quarter ended March 31, 2003. Cost of services as a
percentage of revenues for the quarter ended March 31, 2004
increased to 71.7%, from 71.2% during the comparable prior year
period. Costs of services fell in total over the three months
ended March 31, 2004, due to the reduction experienced in revenue
for the comparable period.

Selling, General and Administrative. Selling, general and
administrative expenses, which include certain payroll costs,
employee benefits, rent expense and maintenance charges, among
other expenses, were reduced to $9.0 million in the quarter ended
March 31, 2004 versus $10.5 million the prior year quarter. As a
percentage of revenue, selling, general and administrative
expenses for the quarter ended March 31, 2004 were 30.5% as
compared to 26.1% for the prior year period. The reduction in
selling, general and administrative expenses over the three months
ended March 31, 2004 is primarily attributable to the elimination
of overhead costs due to the reduction of headcount compared to
the period ending March 31, 2003 as well as improved management of
our self- insured workers compensation plan during the same
period. The increase as a percentage of revenue is primarily due
to the decrease in revenue period over period.

Non-cash Interest Expense. Non-cash interest expense increased to
$1.8 million in the quarter ended March 31, 2004, from $0.4
million in the quarter ended March 31, 2003. Non-cash interest for
the three months ended March 31, 2004, represents interest expense
incurred on the Deutsche Bank and Essar notes and the $1.7 million
in amortization of the discount on notes payable. On both of the
notes, the unpaid interest is added to the principal of the
balance of the notes quarterly. For the three months ended March
31, 2003, non-cash interest expense represents interest expense
incurred on two subordinated notes. In accordance with the terms
of the November 5, 2003, agreement with Deutsche Bank and Essar,
the Company was required to repay or otherwise retire its
obligations to various lenders from the proceeds of this
transaction (and, to the extent the subordinated debt was not paid
off, the holders of the subordinated debt discharged the debt and
released the Company from any further liability under their
promissory notes).

Restructuring Charges. In March 2004, the Company approved a plan
to restructure the management team. The restructuring plan was
designed to bring the Company's infrastructure in-line with the
current business environment. Related to these actions, the
Company recorded $686 in severance costs during the first quarter
of 2004.

Depreciation and Amortization. Depreciation and amortization
expenses, excluding acquisition goodwill amortization, decreased
$0.5 million, in the quarter ended March 31, 2004 as compared to
the quarter ended March 31, 2003. As a percentage of revenue,
depreciation and amortization expenses were 8.5% in the quarter
ended March 31, 2004 versus 7.7% in the quarter ended March 31,
2003, primarily due to the decrease in revenue. The reduction in
depreciation expense is due to the effects of reduced capital
spending coupled with more mature assets becoming fully
depreciated.

Income Tax Provision. The Company has not provided an income tax
benefit to the operating losses incurred during the quarter ended
March 31, 2004, as such benefit would exceed the projected
realizable deferred tax asset.

Cash and liquidity. Cash and cash equivalents (excluding
restricted cash) were $0.04 million at March 31, 2004 and $1.7
million at December 31, 2003. Working capital totaled $1.9 million
and $5.7 million at the end of the same periods. The change in
working capital is primarily attributable to the decrease in
accounts receivable and the decrease in restricted cash from
December 31, 2003 to March 31, 2004. On January 26, 2004, we
entered into a new credit agreement with Wells Fargo Foothill that
will allow the company to borrow up to $25.0 million, with a
maturity date of January 26, 2007. The Company was not in
compliance with covenants under the new credit agreement for the
two-month period ended February 29, 2004. On March 30, 2004, the
Company entered into an amended agreement, waiving all defaults
and revising covenants. The maturity date of the amended agreement
has remained unchanged. Outstanding bank borrowings under the line
of credit at March 31, 2004 were $6.1 million.

The Company failed to meet covenants regarding earnings before
interest, taxes, depreciation and amortization that are common to
the Loan Agreement and the Amended and Restated Secured Promissory
Notes, dated January 28, 2004, held by Deutsche Bank and Essar in
the principal amounts of $10.088 million and $10.144 million,
respectively. As such, it represented a default under these
agreements and additionally, a cross default under the Loan
Agreement.

Additionally, while the Company made payments of $10 million of
the required $12.344 million due in 2004, a portion of the amounts
coming due were note paid as prescribed, thus resulting in a
default under the Notes and the Loan Agreement. On March 30, 2004,
the Company executed amended agreements with revised covenants and
received waivers from the lenders for all defaults in the Loan
Agreement and Notes. In addition, the amended Notes included an
extension of the due date for the balance of initial installment
payments of $2,344 to January 3, 2005. Accordingly, these balances
were reclassified to long-term debt as of December 31, 2003, thus
improving our working capital position. The principal amounts of
the amended Notes were increased to include capitalized interest
of $166 through March 30, 2004. The aggregate amount of the
amended Notes at March 30, 2004 is $18,398. The Company was not in
compliance with the amended EBITDA covenants common to the Loan
Agreement and Notes for the period ending April 30, 2004. The
noteholders have agreed in principal to a waiver for these
defaults and we are currently in negotiations to remedy the
situation with Foothill.

At March 31, 2004, Aegis Communications Group, Inc.'s balance
sheet shows a total shareholders' deficit of $32,306,000 compared
to a deficit of $26,449,000 at December 31, 2003.

                       Aegis Profile

Aegis Communications Group, Inc. (Aegis) is a marketing services
company that enables clients to make customer contact efforts more
profitable. Aegis' services are provided to a blue chip,
multinational client portfolio through a network of client service
centers employing approximately 3,700 people and utilizing
approximately 4,600 production workstations. Further information
regarding Aegis and its services can be found on its website at
http://www.aegiscomgroup.com/


AIR CANADA: Provides Update On Private Equity Process
-----------------------------------------------------
Murray A. McDonald, President of Ernst & Young, Inc., reports
that pursuant to the Equity Protocol, Air Canada, their
financial advisor, Seabury Securities, LLC, and the Monitor have
contacted a number of potential private equity participants with
a view to soliciting interest in participating in the Private
Equity Process.  The Applicants and the Monitor selected the
potential private equity participants using these criteria:

   (1) The ability to finance an equity transaction of this size
       and nature;

   (2) The ability to conduct and conclude due diligence within
       the 45-day due diligence window established by the Equity
       Protocol; and

   (3) The high probability that the potential private equity
       participant would be able to submit a bona fide proposal
       that will be acceptable to the Applicants, the Monitor,
       the stakeholders and the Court.

According to Mr. McDonald, confidentiality agreements have been
executed.  Access to data rooms in Montreal, Quebec, and
management presentations of the Applicants' business plans to the
private equity participants have commenced.

At this time, the Monitor believes that it is not appropriate to
disclose the identity and the nature of interest expressed by the
potential private equity investors.  The Applicants and the
Monitor will continue to provide appropriate updates to the
stakeholders as the Private Equity Process advances.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AK STEEL: Completes Early Redemption of Senior Secured Notes
------------------------------------------------------------
AK Steel (NYSE: AKS) said that it completed on May 21, 2004 the
early redemption of the remaining $62.5 million principal amount
of its Senior Secured Notes Due December 2004. The notes were part
of an original $250 million issue that provided a portion of the
financing for construction of the company's Rockport Works in
southwestern Indiana, which began operations in 1998.

AK Steel said it redeemed the notes as part of its plan to reduce
debt with a portion of the proceeds of its recent sales of Greens
Port Industrial Park on the Houston Ship Channel and Douglas
Dynamics LLP, a maker of snow and ice control equipment.

                      About AK Steel

Headquartered in Middletown, Ohio, AK Steel -- whose December 31,
2003 balance sheet shows a $52.8 million shareholders'
equity deficit -- produces flat-rolled carbon, stainless and
electrical steel products for automotive, appliance, construction
and manufacturing markets, as well as tubular steel products.


AMERCO: Asks Court to Disallow Milberg Weiss' $40 Million Claims
----------------------------------------------------------------
The Reorganized AMERCO Debtors ask the Court to disallow and
expunge Milberg Weiss Bershad Hynes & Lerach, LLP's Claim Nos. 45
and 47 for $20,000,000 each.

Milberg alleges that the Claims are for "liability for breach of
fiduciary duties."  Bruce T. Beesley, Esq., at Beesley, Peck &
Matteoni, Ltd., in Reno, Nevada, notes that Milberg did not
provide further explanation of the legal or actual basis of the
Claims.  Rather, Milberg merely attached shareholder derivative
complaints that two Amerco shareholders had filed in state court
in Washoe County, Nevada.  Milberg is listed on the Complaints as
one of the law firms representing the plaintiffs.  Both
Complaints were dismissed by the Nevada state court, along with
other similar complaints, on May 8, 2003.  The Plaintiffs have
appealed the dismissals.

Mr. Beesley argues that Milberg's Claims should be disallowed
because Milberg is not a creditor of the Reorganized Debtors and
therefore, is not entitled to assert a claim against the
Reorganized Debtors' estates.  Moreover, Milberg fails to set
forth an adequate explanation of the legal and factual grounds on
which it bases its Claims and, therefore, fails to meet its
burden of providing prima facie proof of the allowable amounts
for the Claim.  To the extent Milberg is attempting to file the
Claims on behalf of the shareholder plaintiffs seeking to act
derivatively on behalf of Amerco, it may not do so.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AVADO BRANDS: Signs-Up Kilpatrick Stockton as Special Counsel
-------------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of Texas' approval to
employ Kilpatrick Stockton LLP as their special counsel.

The Debtors are employing Kilpatrick Stockton to provide services
in connection with general corporate work including, among other
things, due diligence, corporate governance and compliance with
SEC reporting regulations and intellectual property matters.

Specifically, Kilpatrick Stockton will:

   a. provide advice with respect to SEC reporting and
      compliance matters;

   b. provide advice with respect to Sarbanes-Oxley compliance;

   c. provide advice concerning directors and officers corporate
      and securities law responsibilities;

   d. prosecute pending trademark registrations and advice
      concerning intellectual property matters;

   e. provide advice concerning ERISA and employee benefits
      matters; and

   f. provide consultation and support to general counsel
      concerning general business law matters.

The primary professionals who will represent the
Debtors and their current standard hourly rates are:

      Professionals            Designation    Billing Rate
      -------------            -----------    ------------
      William J. Vesely        Partner        $495 per hour
      Larry D. Ledbetter       Partner        $450 per hour
      Laurel J. Lucey          Partner        $445 per hour
      Jennifer S. Schumacher   Partner        $335 per hour
      David M. Eaton           Associate      $295 per hour
      David S. Thomas          Associate      $295 per hour
      Shyamsunder K. Reddy     Associate      $235 per hour
      David Adams              Associate      $195 per hour
      Caroline Morris          Associate      $175 per hour
      Valetta A. Northcutt     Paralegal      $165 per hour
      Barbara F. Edwards       Paralegal      $120 per hour

Headquartered in Madison, Georgia, Avado Brands, Inc.
-- http://www.avado.com/-- is a restaurant brand group that grows  
innovative consumer-oriented dining concepts into national and
international brands. The Company filed for chapter 11 protection
on February 4, 2004 (Bankr. N.D. Tex. Case No.
04-31555).  Deborah D. Williamson, Esq., and Thomas Rice, Esq., at
Cox & Smith Incorporated represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $228,032,000 in total assets and
$263,497,000 in total debts.


AVAYA: Will Make $111 Million Stock Contribution to Pension Plan
----------------------------------------------------------------
Avaya Inc., (NYSE: AV) a leading global provider of communications
networks and services for businesses, said it would make a
voluntary contribution of approximately $111 million of its common
stock to its pension plan.

Avaya will fund the contribution with a combination of
approximately 2.4 million shares of treasury stock and a new
issuance of common stock for the balance of the shares. The number
of common shares Avaya will contribute will be based on the
average of the opening and closing prices of Avaya common shares
on the last full trading day preceding the closing of the
contribution.

The contribution is conditioned upon the declaration of
effectiveness by the Securities and Exchange Commission of a
registration statement filed by the company earlier today
registering the shares for resale by the pension plan. The company
noted that as a result of a voluntary contribution it made to the
pension plan in fiscal 2003, it was not required to make a
contribution in fiscal 2004.

"The voluntary contribution continues our strategy of
strengthening Avaya's financial position," said Garry K. McGuire,
chief financial officer and senior vice president, corporate
development, Avaya. "This action raises the plan funding to 96
percent of the plan's current liability and defers future required
contributions until 2008 based on normal asset returns. It also
enhances our financial flexibility to execute our long-term growth
strategy."

                      About Avaya

Avaya Inc. designs, builds and manages communications networks for
more than one million businesses worldwide, including more than 90
percent of the FORTUNE 500(R). Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol (IP) telephony systems and communications software
applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results. For more
information visit the Avaya website: http://www.avaya.com/

                         *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Standard & Poor's Rating's Services revised its outlook
on the rating of Avaya Inc. to positive from stable. The 'B+'
corporate credit and senior secured debt and 'B' senior unsecured
debt ratings were affirmed. The outlook revision reflects improved
profitability in recent quarters combined with reduced debt,
improving debt protection metrics and increased balance sheet
liquidity.


BAM! ENTERTAINMENT: Reports $3 Million Deficit at March 31, 2004
----------------------------------------------------------------
BAM! Entertainment(R) (Nasdaq: BFUNC), a developer and publisher
of interactive entertainment software, reported results for its
fiscal third quarter ended March 31, 2004.

The company reported net revenues for the fiscal third quarter of
$599,000, a decrease of 79% from net revenues of $2.9 million for
the same quarter of the prior fiscal year. The operating loss for
the quarter was $4.1 million and net loss for the quarter was $4.4
million, equivalent to 23 cents per share. In the same quarter of
the prior year, the company sustained both an operating loss and
net loss of $5.1 million, equivalent to 35 cents per share.

At March 31, 2004, Bam! Entertainment's balance sheet shows a
stockholders' deficit of $3,104,000 compared to a deficit of
$3,260,000 at June 30, 2003.

The company announced that it had sold 282 Series A Cumulative
Convertible Preferred Shares and warrants to purchase another
2,548,192 shares of its common stock, resulting in gross proceeds,
assuming no exercise of the warrants, of $2.8 million. The
warrants are exercisable at a per share price of $0.594, being the
average closing bid price for the five days immediately preceding
the date of sale. The Preferred Shares are convertible into the
company's common stock at a conversion price of $0.83 per share.

The Company also announced that it had sold a $6.75 million 2%
Secured Convertible Debenture and warrants to purchase another
6,549,398 shares of its common stock. The warrants are exercisable
at a per share price of $0.594, being the average closing bid
price for the five days immediately preceding the date of sale.
The Debenture is convertible into the company's common stock at a
conversion price of $0.83 per share. The Debenture is secured by
$6.75 million of restricted cash.

In addition, the Company sold 801,529 shares of it common stock at
a price of $0.49 per share in settlement of a debt to a creditor.
The price per share was the closing bid price the day immediately
preceding the sale. The Company also sold 771,715 shares of it
common stock at a price of $0.60 per share and warrants to
purchase another 77,172 shares of its common stock as settlement
of debts to a number of creditors. The warrants are exercisable at
a per share price of $0.60, being the average closing bid price
for the five days immediately preceding the date of sale.

The company also announced that its offer to acquire VIS
entertainment plc (VIS), and its agreement to acquire State of
Emergency Development Corporation (SOED), a company set up to fund
the development of the game State of Emergency 2, one of the key
properties of VIS, had been accepted and BAM! had acquired a
controlling interest in both companies.

Raymond C. Musci, Chief Executive Officer of BAM!, commented, "The
single most significant accomplishment we have achieved in the
year is the acquisition of VIS. This combination significantly
enhances our competitive position within the industry, through
well established internal development resources; specifically
talent, technology, and, most importantly, intellectual property;
as well as key management, personnel and relationships."

He added, "We believe the combination will position the company
with a much firmer footing, to compete not only on the current
generation of hardware, but also future platforms as they are
announced and released. We will also actively continue to explore
and seek out other combinations and acquisitions as the business
begins to mature and consolidate."

During the quarter ended March 31, 2004, the company released four
products in Europe. The company did not release any new titles in
North America during the quarter. In the same quarter of the prior
fiscal year the company released three new products in both the US
and Europe.

Key titles currently slated for release in North America during
the summer of calendar year 2004 include the first release of
Carmen Sandiego: The Secret of the Stolen Drums for next
generation consoles, Bujingai: The Forsaken City, a third person
action adventure title and Starsky & Hutch, an action title.

            About BAM! Entertainment, Inc.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide. The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers. The company's common stock is publicly traded
on NASDAQ under the symbol BFUNC. More information about BAM! and
its products can be found at the company's web site located at
http://www.bam4fun.com/


BARNEYS NEW YORK: First Quarter 2004 Results Turn Positive
----------------------------------------------------------
Barneys New York, Inc. announced results for the first quarter
ended May 1, 2004.

Net sales for the first quarter increased 23.5% to $112.8 million
from $91.4 million in the corresponding period last year.
Comparable store sales increased 22.0%. Earnings before interest,
taxes, depreciation and amortization (EBITDA) increased 104% to
$10.5 million in the first quarter of 2004 compared to the prior
year amount of $5.1 million. Reversing a loss in the year ago
period, net income rose to $3.5 million, or 25 cents per diluted
share, for the first quarter, compared with a loss of $1.2 million
and 9 cents per share, in the year ago period.

"2004 is off to a very positive start," stated Howard Socol,
Chairman, President and Chief Executive Officer. "Sales were
strong in substantially all merchandise categories and across all
of our store formats. In particular, our flagship stores in New
York, Beverly Hills and Chicago and our Co-Op stores had
exceptional sales performances, outpacing the Company's overall
sales growth during this period." Mr. Socol continued, "Our
operating performance has surpassed expectations and we are
particularly pleased with our triple-digit growth in operating
income and EBITDA for the period. These results are a testament to
the continued execution of our core business strategies and the
current momentum in the high-end retail sector."

Mr. Socol added, "We continue to improve existing store
productivity, with major renovations and expansions at our Madison
Avenue and Beverly Hills flagship stores. Additionally, we are
proceeding with our Co-Op expansion with the planned opening of
our fourth freestanding Co-Op store on the Upper West Side of
Manhattan in early September 2004. These growth initiatives, in
conjunction with our continued focus on customer service and
maximization of key merchandising initiatives are positioning the
Company for future growth."

                  About Barneys New York

Barneys New York is a luxury retailer with flagship stores in New
York City, Beverly Hills and Chicago. In addition, the Company
operates three regional full price stores, three CO-OP Barneys New
York stores, twelve outlet stores and two semi-annual warehouse
sale events. The Company also maintains corporate offices in New
York City, an administrative and distribution center in Lyndhurst,
New Jersey and has approximately 1,400 employees.

Barneys New York is a luxury retailer with flagship stores in New
York City, Beverly Hills and Chicago. In addition, the Company
operates three regional full price stores, three CO-OP Barneys New
York stores, twelve outlet stores and two semi-annual warehouse
sale events. The Company also maintains corporate offices in New
York City, an administrative and distribution center in Lyndhurst,
New Jersey and has approximately 1,400 employees.

On January 10, 1996, Barney's, Inc. and subsidiaries filed
voluntary petitions for reorganization under chapter 11 of the
United States Bankruptcy Code. The Predecessor company's plan of
reorganization was confirmed on December 21, 1998, by the U.S.
Bankruptcy Court for the Southern District of New York, and
became effective on January 28, 1999.  

As previously reported, Standard & Poor's Ratings Services
assigned its 'B' corporate credit rating to Barneys New York Inc.

Standard & Poor's also assigned its 'B-' rating to Barneys
Inc.'s proposed $100 million senior secured notes due in 2008.
The outlook is stable.


BAYOU STEEL: Reorganized Co. Posts Improved Second Quarter Results
------------------------------------------------------------------
Bayou Steel Corporation reported its financial results for the
second fiscal quarter ending March 31, 2004.

The Company emerged from bankruptcy pursuant to a plan of
reorganization that became effective on February 18, 2004.
Accordingly, for accounting purposes, financial statements for
periods after February 18, 2004 related to a new reporting entity
in many respects are not directly comparable to prior periods of
the old reporting entity. Among other changes, there have been
substantial reductions in debt and revaluations of assets and
other liabilities.

Second quarter sales for fiscal 2004 were $60.2 million on
shipments of 146,695 tons. This was sharply higher than the $37.4
million in sales on shipments of 130,680 tons for the prior year
second quarter and this measure was not affected by the
reorganization. Average selling prices increased $124 per ton or
44% compared to the second fiscal quarter of fiscal 2003. Scrap
metal and alloy raw material costs, together with escalating
energy prices, increased $78 per ton during this period, partially
offsetting the selling price increases.

The second fiscal quarter of 2004 comprised 48 days of the
Predecessor Company's results, which included charges and credits
related to the company's reorganization, as well as 43 days of the
Successor Company's results. As a consequence, the 2004 combined
second fiscal quarter and year-to-date cost of sales and net
income are not comparable to prior year periods due to the impact
of the change in reported financial statement carrying values that
resulted from the bankruptcy reorganization. The Company reported
net income of $16.4 million for the period from January 1, 2004
through February 17, 2004 primarily due to the discharge of debt
upon reorganizing. For the 43 day period extending from February
18, 2004 through March 31, 2004, the Company reported net income
of $1.8 million or $0.90 per share.

Jerry M. Pitts, President and CEO of Bayou Steel Corporation
commented, "The past four years have been difficult for the steel
industry as well as for Bayou Steel. The recent swing in earnings
performance is a welcome relief. We attribute the earnings
turnaround to favorable changes in market conditions which have
allowed us to operate at higher levels of capacity utilization.
There is strong demand for steel products and, during the second
quarter, that demand was complemented by a rush of shipments as
many customers purchased ahead of announced price increases. The
current earnings environment is clearly positive."

Mr. Pitts continued, "You may have noticed that the cost basis of
our fixed assets has been adjusted to nearly zero. This was caused
by applying fresh-start accounting procedures as required by
Generally Accepted Accounting Principles (GAAP). I want to
reassure you that our plant, property, and equipment have
significant value. Our facilities can produce over 600,000 tons
per year of quality finished product."

Mr. Pitts concluded, "Today Bayou Steel is a changed company. Our
balance sheet is stronger and our new line of credit offers more
flexibility than we have had in several years. We have maintained
our loyal customer and supplier bases and our employees remain
dedicated to ensuring our success. We are well positioned to take
advantage of the improved market conditions."

                 About the Company

Bayou Steel Corporation manufacturers light structural and
merchant bar products in LaPlace, Louisiana and Harriman,
Tennessee. The Company also operates three stocking locations
along the inland waterway system near Pittsburgh, Chicago, and
Tulsa.


BRICKMAN GROUP: Amends $80MM Credit Pact Pursuant to Debt Issuance
------------------------------------------------------------------
On April 16, 2004, The Brickman Group, Ltd., a wholly-owned
subsidiary of Brickman Group Holdings, Inc., has amended the
credit agreement covering Group's $80 million credit facility  
with Antares Capital Corporation, et al. The amendment was sought
in connection with the issuance of $45 million in notes by
Holdings.

The amendment:

      i) permits Holdings to incur indebtedness,

     ii) permits Group to grant a security interest in Group's
         equity securities,

    iii) permits Group to make advances to Holdings to service the
         Holdings Notes to the extent such advances are permitted
         under Group's Senior Subordinated Note Indenture,

     iv) provides that a default or acceleration of obligations on
         the Holdings Notes constitutes a default under the Group
         Facility credit agreement,

      v) reduces the excess cash flow sweep from 75% of excess
         cash flow (as defined in the Group Agreement) to 10% of
         excess cash flow provided that Group's EBITDA (as defined
         in the Group Agreement) exceeds the outstanding principal
         under the Group Facility,

     vi) expands the portion of the revolving credit facility that
         may be used for letters of credit from $7.5 million to
         $12 million, and

    vii) waives a default arising from certain restricted payments
         made in excess of the limit established in the Credit
         Agreement and raises such limit from $0.5 million to $1.5
         million in 2004.

The proceeds from the Holdings Notes were used to redeem Holdings
Class L common stock, make a distribution on Holdings Class A
common stock and pay fees and expenses associated with the
financing.   


CHARTER COMMS: S&P Revises Outlook to Positive After Refinancing
----------------------------------------------------------------
Standard & Poor May 24

Standard & Poor's Ratings Services revised its outlook on Charter
Communications Inc. and subsidiaries to positive from developing.
All ratings, including the 'CCC+' corporate credit rating, were
affirmed.

"The outlook revision is based largely on the company's improved
maturity profile following the April 2004 refinancing," explained
Standard & Poor's credit analyst Eric Geil. "Operating
improvement, including a slowing rate of basic subscriber loss,
also factored into the outlook revision." Nevertheless, the
ratings are still dominated by very high financial risk from
elevated leverage, negative discretionary cash flow, and pressure
from rising debt maturities, including $588 million in convertible
debt due in 2005. Repayment of this debt could depend on access to
external financing, which will hinge on Charter's demonstration of
sustainable positive operating momentum. Performance could be
challenged by intense competition for video customers from
satellite TV companies, which have recently increased promotional
spending.

The ratings on Charter continue to reflect high financial risk
from elevated leverage due to acquisition- and capital spending-
related debt, and uncertain intermediate-term likelihood of
meaningful discretionary cash flow generation. The company also
faces considerable operating challenges from weak video subscriber
trends and a limited ability to raise prices because of intense
satellite TV competition. These factors are partly mitigated by a
good business risk profile from Charter's position as the dominant
provider of pay TV services in its markets, strong growth in high-
speed data services, cash flow opportunities from other advanced
digital services, scale benefits from a large subscriber base
totaling roughly 6.2 million, respectable EBITDA margins, and
healthy system asset values.

Charter has completed most system-rebuilding projects and has
consolidated customer service centers, converted its billing
systems, and rationalized certain channel lineups and prices to
boost revenue and operating efficiency. These efforts helped the
company lower the rate of analog subscriber erosion to 1.2% in the
12 months ended March 31, 2004, from over 5% in full-year 2002.
Charter is now in a better position to focus on boosting revenue
and EBITDA growth through further improvement in customer
retention and deeper penetration of enhanced services, primarily
high-speed data. In addition, the company expects to meaningfully
expand availability of digital video recorders, high-definition TV
converters, and voice over Internet protocol telephone services in
the next year, which could add new profitable revenue streams in
the intermediate to longer term.

Nevertheless, Charter's consolidated leverage remains very high,
and the company still faces liquidity pressure from $588 million
in convertible debt maturing in 2005. There is significant
uncertainty as to whether Charter will generate meaningful
discretionary cash flow during the next few years because of
below-average revenue and EBITDA growth, despite lower capital
expenditures following the completion of system-rebuilding
projects and healthy growth in profitable high-speed data revenue.
Competitive pressure from satellite direct-to-home operators is
intense and is likely to increase as those companies boost
subscriber acquisition spending, expand local-into-local broadcast
signal availability, and begin to bundle video with telephone
company-provided data services.


CHASE COMMERCIAL: Fitch Lowers 1997-2 Class I Rating to CCC
-----------------------------------------------------------
Fitch Ratings downgrades Chase Commercial Mortgage Securities
Corp.'s commercial mortgage pass-through certificates, series
1997-2, as follows:

          --$8.1 million class I to 'CCC' from 'B-'.

Fitch Ratings upgrades the following classes:

          --$44.8 million class D to 'AA-' from 'A+';
          --$12.2 million class E to 'A' from 'A-'.

In addition, Fitch affirms the following classes:

          --$363.9 million class A-2 'AAA';
          --Interest only class X 'AAA';
          --$32.6 million class B 'AAA'
          --$48.8 million class C 'AAA';
          --$48.8 million class F 'BB';
          --$6.1 million class G 'BB-';
          --$12.2 million class H 'B'.

The $10.3 million class J certificates are not rated by Fitch.

The downgrades reflect the expected losses on several of the
specially serviced loans in the pool. The upgrades reflect the
increased subordination levels as a result of amortization and
loan payoffs.

As of the May 2004 distribution date, the pool's aggregate
collateral balance has been reduced by approximately 26%, to
$602.7 million from $814 million at issuance. The certificates are
collateralized by 149 commercial and multifamily mortgages, with
concentrations in retail (36%) and multifamily (27%). The largest
state concentrations are located in California (16%) and New York
(11%).

There are currently five loans (5.24%) that are being specially
serviced. The largest loan (2.27%) in special servicing is a
limited-service hotel property located in Sturbridge, MA. The loan
was transferred to special servicing as a result of a monetary
default. Foreclosure proceedings have commenced on this property.
Recent appraised values indicate a sizable loss upon disposition
of the loan.

The second largest specially serviced loan (1.56%) is another
limited-service hotel property located in Lancaster, MA.
Foreclosure proceedings have begun on this property as well. Given
the recent appraisal values, a loss is expected to occur at the
time the loan is liquidated from the trust.


CONCENTRA: Secures Enough Consents to Amend 13% Sr. Note Indenture
------------------------------------------------------------------
Concentra Operating Corporation announced that, as of 5:00 p.m.,
New York City time, on May 21, 2004, it had received tenders and
related consents from holders of approximately 80% of its
outstanding 13% Series A Senior Subordinated Notes due 2009 and
its 13% Series B Senior Subordinated Notes due 2009 pursuant to
the terms and subject to the conditions set forth in the Company's
Offer to Purchase and Consent Solicitation dated as of May 10,
2004. The Company has received consents necessary to approve the
proposed amendments to the indenture under which the Notes were
issued. Pursuant to its terms, the tender offer and consent
solicitation will remain open until 11:59 p.m., New York City
time, on June 7, 2004, unless extended by the Company in its sole
discretion.

Holders who validly tendered their Notes prior to the Consent
Time, after acceptance of the Notes by the Company, will receive
the total consideration of $1,085.11 per $1,000 principal amount,
consisting of (i) the purchase price of $1,065.11 and (ii) the
consent payment of $20.00 per $1,000 principal amount of Notes
accepted for purchase. Holders who validly tender their Notes
after the Consent Time and prior to the Expiration Time will
receive only the purchase price of $1,065.11 per $1,000 principal
amount of Notes accepted for purchase.

In connection with the consent solicitation, the Company intends
to enter into a supplemental indenture to implement the proposed
amendments to the indenture governing the Notes. As more fully
described in the Offer to Purchase, the proposed amendments will
eliminate substantially all of the restrictive covenants in the
indenture governing the Notes and certain events of default.

For additional information, contact MacKenzie Partners, Inc., the
information agent for the tender offer and consent solicitation,
at (212) 929-5500, or Credit Suisse First Boston LLC, the dealer
manager and solicitation agent for the tender offer and consent
solicitation, at (800) 820-1653 (US toll-free) and (212) 538-4807
(collect).

                    About Concentra

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

                        *   *   *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate  credit rating on Concentra Inc., a health services
provider focused on worker's compensation.

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

The outlook is negative.

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

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


CONNECTICUT SUITES: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Connecticut Suites, LLC
        19 Nathaniel Street
        Torrington, Connecticut 06790

Bankruptcy Case No.: 04-32506

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: May 24, 2004

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Gary J. Greene, Esq.
                  Gary Joseph Greene P.C.
                  P.O. Box 408
                  30 Avon Meadow Lane
                  Avon, CT 06001
                  Tel: 860-676-1336

Total Assets: $521,100

Total Debts:  $1,003,757

Debtor's 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Robert Fishman, Trustee                    $515,000
5 Atwater St.
Plainsville, CT 06479

James Killie                               $190,000

Crown Service System                        $19,342

Allied Construction Services, LLC           $11,000

Avenia & Son Construction Co.                $4,000

Nextel                                       $3,500

Landmark Real Estate                         $3,228

CL&P                                         $3,177

Superior Telephone Systems                   $2,800

Pearson Door LLC                             $2,180

SNET                                         $1,883

Lexington Services                           $1,200

Yankee Gas                                   $1,064

Cablevision of Litchfield                      $801

Home Depot - CRC                               $560

Quest                                           $50

TTI                                             $50


COOPERATIVA NACIONAL: Fitch Cuts Foreign Currency Rating to CCC
---------------------------------------------------------------
Fitch Ratings has downgraded Cooperativa Nacional de Ahorro y
Credito's international long-term foreign currency rating to 'CCC'
from 'CCC+'. A Stable Rating Outlook has been assigned. COFAC's
Support Rating has been affirmed at '5'.

The downgrade reflects further deterioration in the bank's
solvency and liquidity indicators since 2002. Efforts made to
increase capital base during 2003, through the issuance of
preferred shares (USD 4 million) and subordinated notes (USD 1
million), was offset by significant losses and additional sources
of capital are limited. As a result, COFAC was not in compliance
with minimum capital requirements at end-2003, which will likely
persist until end-2004 according to management forecasts. The
assigned ratings also take into account COFAC's position as the
largest credit cooperative in Uruguay with a deposit market share
of 2.7%.

Reported losses as of end-2003 (USD 7 million) were mainly
attributable to significantly lower net interest income since the
crisis and the lack of credit demand given the continued difficult
economic conditions in 2003. Asset quality continued to
deteriorate in 2003, with non-performing loans reaching 39.6% of
total loans, while reserve coverage remained low, further
pressuring already weak capital levels.

The main source of funding continues to be deposits, which
represented 83% of liabilities at end-2003. Although liquidity is
still weak, it improved when compared with the previous year.
Liquid assets represent 24.1% of deposits and short term funds.
During the crisis COFAC required lines from the Uruguayan Central
(BCU), which has since been cancelled. As of end-2003, COFAC
reported total assets and equity of $306.6 million and $3.6
million, respectively.


COVANTA TAMPA: Plan Confirmation Hearing Set for July 14, 2004
--------------------------------------------------------------
Pursuant to Section 1125 of the Bankruptcy Code and Rule 3017(b)
of the Federal Rules of Bankruptcy Procedures, Judge Blackshear
determines that Covanta Tampa Bay, Inc., and Covanta Tampa
Construction, Inc.'s Disclosure Statement contains "adequate
information" necessary to enable a hypothetical creditor to make
an informed decision whether to vote to accept or reject the
Plan.  Accordingly, Judge Blackshear approves the Disclosure
Statement for distribution to creditors on May 20, 2004.  No
objections to the Disclosure Statement were received.

Judge Blackshear will convene a hearing to consider the
confirmation of the Covanta Tampa Plan on July 14, 2004, at 2:00
p.m., prevailing Eastern Time.  The Confirmation Hearing may be
continued from time to time by announcing in open court or
otherwise without prior notice to parties-in-interest.

                       Plan Modifications

The Covanta Tampa Debtors filed an amended Joint Plan of
Reorganization and Disclosure Statement, to include these minor
modifications:

   (1) The Covanta Tampa Debtors provide dates relevant to the
       plan solicitation and confirmation process, including:

          Voting Record Date                 May 19, 2004
          Rule 3018(a) Motion Deadline       June 19, 2004
          Voting Deadline                    July 1, 2004
          Confirmation Objection Deadline    July 1, 2004
          Discovery Cut-off Date             July 9, 2004
          Confirmation Hearing               July 14, 2004
  
   (2) The Debtors disclose that as of April 30, 2004, there was
       approximately $200,000 in outstanding indebtedness under
       their DIP Financing Facility.

   (3) The Debtors revise the proposed deadline for filing
       Administrative Expense Claims to be the earlier of:

          (i) June 25, 2004; or

         (ii) 30 days after the Effective Date of the Plan.

A full-text copy of Covanta Tampa's Amended Reorganization Plan
is available for free at:

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

A full-text copy of Covanta Tampa's Amended Disclosure Statement
is available for free at:

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

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


CREDIT SUISSE: Fitch Lowers 1998-C1 Class I Rating to CC
--------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corporation's
mortgage pass-through certificates, series 1998-C1 are downgraded
by Fitch Ratings as follows:

               --$24.8 million class I to 'CC' from 'CCC'.

The following classes are upgraded by Fitch:

               --$136.6 million class B to 'AAA' from 'AA';
               --$136.6 million class C to 'AA-' from 'A'.

In addition, Fitch affirms the following certificates:

               --$122.8 million class A-1A 'AAA';
               --$1.1 billion class A-1B 'AAA';
               --$262 million class A-2MF 'AAA';
               --Interest only class A-X 'AAA';
               --$136.5 million class D 'BBB';
               --$37.3 million class E 'BBB-';

Fitch does not rate the $142.7 million class F, $18.7 million
class G, $49.6 million class H or the $13.0 million class J.

The downgrade to class I is attributed to the anticipated losses
on several specially serviced loans, which will significantly
reduce the credit support available to class I. The upgrades are
the result of increased subordination levels due to loan payoffs
and amortization. As of the May 2004 distribution date, the pool's
aggregate certificate balance has decreased 13.4%, to $2.14
billion from $2.48 billion at issuance. The pool is well
diversified, with 303 of the original 324 loans remaining and a
top five loan representing of 18.21%. To date, the transaction has
realized losses in the amount of $36.7 million.

Four loans have been assigned an individual credit assessed rating
by Fitch. Of the four loans, currently three - Combined Properties
Portfolio, Edens and Avant Portfolio and 45 Wall Street - maintain
investment grade credit assessments. One loan, The Ritz Carlton-
Cancun, maintains a below investment grade credit assessment.

The Combined Properties Portfolio (5.06%) is secured by 15
shopping center properties located in Virginia (37.2%), Maryland
(36.5%), California (23.5%) and the District of Columbia (2.8%).
The year-end (YE) 2003 debt service coverage ratio (DSCR) was
stable at 1.42 times (x) compared to 1.48x as of YE 2002 and 1.31x
at issuance. The weighted average occupancy increased to 96.2% as
of YE 2003 compared to 93.3% at YE 2002 and 94.3% at issuance.

Edens and Avant Portfolio (3.91%) is secured by 19 shopping center
properties located in Virginia (3.3%), South Carolina (5.0%),
North Carolina (13.3%), Georgia (33.8%), Alabama (7.8%), and
Florida (18.3%). Following the review of this portfolio in March
2003, Fitch Adjusted Net Cash Flow (NCF) had increased 17.8% since
issuance. The portfolio continues to exhibit stable performance;
as the YE 2003 NCF has remained stable since last review. Actual
DSCR provided by the master servicer has increased slightly to
2.13x as of YE 2003, from 2.11x at issuance.

The Ritz Carlton - Cancun (3.23%) is secured by the beneficiary
interest in a trust which holds the 365-room hotel located in
Cancun, Mexico. The performance of the collateral has declined due
to a decrease in international tourism. As of YE 2003 the DSCR
decreased to 1.05x compared to 1.18x as of YE 2002 and 1.61x at
issuance. The decline in NCF is attributed to reduced occupancy of
64.4% as of YE 2003, compared to 66.4% as of March 2003 and 74.0%
at issuance. Fitch will continue to monitor the progress of the
collateral.

45 Wall Street (2.8%) is secured by a 435-unit multifamily
property located in Manhattan, NY. The YE 2003 DSCR was stable at
2.25x compared to 2.53x as of YE 2002 and 1.17x at issuance. As of
YE 2003, occupancy has remained at 99% compared to 99% as of YE
2002 and 95.0% at issuance. At issuance the collateral was
assigned by Fitch a below investment grade credit assessment. At
last review, Fitch upgraded the assessment and currently maintains
an investment grade credit assessment on this loan.

The Fitch stressed debt service coverage ratio 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.

Fitch remains concerned with the number of specially serviced
loans in the transaction. There are currently 25 loans (8.9%) in
special servicing. Of the 26 loans, seven (1.4%) are real estate
owned (REO) properties. The high number of specially serviced
loans is mitigated by the fact that the pool is diversified by
balance, with an average balance of $7 million.

Losses have been projected on the majority of specially serviced
loans. Appraisal subordinate entitlement reduction (ASER)
adjustments have already been realized to the trust for many of
these loans.


DRILLING INC: Former Auditors Express Going Concern Uncertainty
---------------------------------------------------------------
On April 16, 2004, the Board of Directors of Drilling, Inc.
approved a change in auditors. The Board of Directors approved the
dismissal of Pritchett Siler & Hardy PC as Drilling's independent
public accountants and the selection of McKennon, Wilson & Morgan,
LLP as their replacement.

Pritchett Siler & Hardy's report on the financial statements of
Drilling for the fiscal year ended December 31, 2003 were modified
as to uncertainty and contained a disclosure stating that the
financial statements were prepared based on the assumption that
Drilling would continue as a going concern.


DVI: Creditors Tap CapitalSource for Healthcare Loans Servicing
---------------------------------------------------------------
CapitalSource Servicing LLC, a specialized commercial finance
company and a subsidiary of CapitalSource Inc. (NYSE: CSE),
announced that it has signed an agreement with certain creditors
of DVI Business Credit Receivables Corp. III to provide special
servicing (which includes workouts and restructurings) for a
portfolio of 55 healthcare receivable loans with a face amount of
approximately $188 million.

The portfolio includes loans originally serviced by DVI Business
Credit Corporation, a subsidiary of DVI, Inc., a healthcare
financing company that filed for bankruptcy protection last
August. Among the various types of healthcare companies within the
portfolio are acute care hospitals, diagnostic imaging centers,
skilled nursing facilities, surgery and radiation centers,
physician practice management companies, home healthcare providers
and durable medical equipment suppliers.

"We are very pleased to have been chosen as the special servicer
for this portfolio of assets, and look forward to using our
significant expertise in healthcare finance and financial
restructuring to maximize value for its various stakeholders,"
said Dean Graham, Managing Director of the Healthcare Finance
group at CapitalSource.

John K. Delaney, the CEO of CapitalSource, added, "This is an
example of how we can leverage the industry and sector expertise
that resides within our company to generate fee-based income. The
agreement supports my contention that Dean and his team have built
the leading healthcare lending franchise."

                    About CapitalSource

CapitalSource Inc. (NYSE: CSE) is a specialized commercial finance
company offering asset-based, senior, cash flow and mezzanine
financing to small and mid-sized borrowers through three focused
lending groups: Corporate Finance, Healthcare Finance and
Structured Finance. By offering a broad array of financial
products, CapitalSource has issued more than $4 billion in loan
commitments. Headquartered in Chevy Chase, MD, CapitalSource has a
national network of offices in Atlanta, Boston, Buffalo, Chicago,
Dallas, Los Angeles, Nashville, New York, Philadelphia, and San
Francisco. CapitalSource has more than 300 employees. More
information is available at http://www.capitalsource.com/or toll  
free at (866) 876-8723.

                       About DVI

DVI, Inc., the parent company of DVI Financial Services, Inc., DVI
Business Credit Corp., and DVI Financial Services, Inc., provides
lease or loan financing to healthcare providers for the
acquisition or lease of sophisticated medical equipment. The
Company, along with its affiliates, filed for chapter 11
protection (Bankr. Del. Lead Case No.: 03-12656) on August 25,
2003 before the Honorable Mary F. Walrath. Bradford J. Sandler,
Esq. of Adelman Lavine Gold and Levin, PC represents the debtors
in their restructuring efforts.


ENRON: Lenders Agree to Extend DIP Credit Agreement to Sept. 3
--------------------------------------------------------------
Enron Corporation's Second Amended DIP Credit Agreement is
scheduled to terminate on June 3, 2004.  To date, about
$25,000,000 in letters of credit is outstanding pursuant to the
Second Amended DIP Credit Agreement, which will all expire on or
before May 21, 2004.  

If the DIP Financing is not extended, Brian S. Rosen, Esq., at
Weil, Gotshal & Manges, LLP, in New York, says, events of default
may occur in the Enron Debtors' underlying contractual agreements
-- agreements that have substantial value to the Debtors.  
Accordingly, the Debtors have engaged in good faith, arm's-length
negotiations with the DIP Lenders to extend for 90 days the
Second Amended DIP Credit Agreement.

The Debtors reached an agreement with the DIP Lenders, JPMorgan
Chase Bank and Citicorp USA, Inc., as co-administrative agents,
Citicorp, as paying agent and JPMorgan as collateral agent,
memorialized in Amendment No. 2 to Second Amended and Restated
Revolving Credit and Guaranty Agreement.  Other than the 90-day
extension, Mr. Rosen informs the Court that all other terms and
conditions of the DIP Financing Documents, including the
extension fee, remain the same.

Mr. Rosen points out that an extension will continue to provide
outside parties with confidence in the Debtors that will enable
and encourage them to maintain their ongoing credit relationships
with the Debtors.

The Debtors ask the Court to authorize the extension of the Second
Amended DIP Credit Agreement to September 3, 2004. (Enron
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ETHYL CORP: Annual Shareholders' Meeting is Tomorrow in Virginia
----------------------------------------------------------------
The annual meeting of shareholders of Ethyl Corporation will be
held in the restored gun foundry building of the Tredegar Iron
Works, 500 Tredegar Street, Richmond, Virginia, on Thursday, May
27, 2004, at 11:00 a.m., Eastern Daylight Time, for the following
purposes:   

   1. To consider and vote on a proposal to approve an agreement
      and plan of merger, dated as of March 5, 2004, and the
      related plan of merger, by and among Ethyl Corporation,
      NewMarket Corporation and Ethyl Merger Sub, Inc.;   

   2. To elect a board of directors to serve for the ensuing year;   

   3. To approve the Ethyl Corporation 2004 Incentive Compensation
      and Stock Plan;   

   4. To ratify the appointment of PricewaterhouseCoopers LLP as
      independent public accountants for the fiscal year ending
      December 31, 2004; and  

   5. To transact such other business as may properly come before
      the meeting.    

The record date for the determination of shareholders entitled to
notice of, and to vote at, the annual meeting is March 25, 2004.
Accordingly, only shareholders of record as of that date will be
entitled to notice of, and to vote at, the annual meeting or any
adjournment or postponement thereof.   

                       *   *   *

As reported in the Troubled Company Reporter's December 9, 2003
edition, Standard & Poor's Rating Services revised its outlook on
Ethyl Corp. to positive from stable as a result of the company's
continued debt reduction, favorable business prospects and an
improved financial profile. At the same time, Standard & Poor's
affirmed its 'B+/Positive/--' corporate credit rating and other
ratings on the company. Ethyl, based in Richmond, Virginia, is a
global manufacturer of fuel and lubricant additive products and
has about $222 million of debt outstanding.

The ratings reflect Ethyl Corp.'s below-average business profile
that reflects the highly competitive nature of the global
petroleum additives industry, exposure to volatile raw material
costs and the vagaries of economic cycles, offset by an improved
financial profile following the company's recent refinancing and
continued debt reduction efforts. Petroleum additives are
specialty chemicals that improve the performance of fuels,
automotive crankcase oils, transmission and hydraulic fluids,
and industrial engine oils.


FASTNET CORP: Selling Remaining Assets and Winding Up Operations
----------------------------------------------------------------
As previously reported, on December 15, 2003, FASTNET Corporation
and its debtor subsidiaries completed the sale of substantially
all of their assets, including their Broadband and Dial Up
Internet Access, Co-location, and Managed Hosting business units,
to US LEC Corp. for an estimated $8.5 million, plus the assumption
of certain liabilities. The $8.5 million consisted of $6 million
in cash, $1.5 million in a promissory note and $1 million in Class
A common stock of US LEC Corp.

This sale was completed pursuant to the provisions of the United
States Bankruptcy Code, and the sale procedures established by the
Bankruptcy Court, including an auction process. An order approving
such sale was issued by the United States Bankruptcy Court for the
Eastern District of Pennsylvania, Case No. 03-23143, on December
4, 2003.

This transaction did not include assets associated with the
Companies' Web Development business, upstate New York wireless
business, certain wireline operations in upstate New York, certain
non-operating fixed assets and receivables from former customers.
As a result of this sale, Fastnet Corporation, Inc. changed its
name to FN Estate, Inc.

On January 15, 2004, the Companies completed the sale of
substantially all of their assets associated with their Web
Development business to a group of noteholders of NetReach, Inc.,
a subsidiary of FASTNET Corporation, in exchange for the surrender
and transfer to FASTNET Corporation of promissory notes of
NetReach, Inc. in the aggregate principal amount of $760,000 and
in consideration of the assumption of certain liabilities. This
sale was completed pursuant to the provisions of the United States
Bankruptcy Code.

The Companies hope to sell their remaining assets in the next 60
days. Following the sale of such assets, the Companies anticipate
filing a plan of liquidation with the Bankruptcy Court and winding
up their affairs. It is not anticipated that there will be any
funds available for distribution to shareholders of FASTNET
Corporation.


FELLOWSHIP BAPTIST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fellowship Baptist Church of Pine Hills, Inc.
        P.O. Box 680621
        Orlando, Florida 32868-0621

Bankruptcy Case No.: 04-05463

Chapter 11 Petition Date: May 11, 2004

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Peter N. Hill, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
SunTrust Bank                            $1,026,324
Attn: Deborah L. Fuller, VP
Mail Code FL-Orlando-1040
200 S Orange Ave, Tower 4
Orlando, FL 32801

Hanlon, Mary Alice                         $116,477

Wachovia Bank                               $62,000

Construction II Group                       $20,000

Advanta/Advanta Leasing Services            $20,000

Harris, Annie                               $17,000

Waste Pro USA, Inc.                         $12,000

AC Scott Paving                              $5,000

Guide One Insurance                          $2,305

MMBB/Retirement                              $2,000

Florida Millworks                            $1,500

C&S Electric                                 $1,500

MBB/Premier Health                           $1,072

IKON/IOS Capital                             $1,000

BT Enterprise                                  $800

Orange County Utilities                        $752

GetzSecure, Inc.                               $600

Lucent Technologies                            $500

BellSouth                                      $429

Atlantic Survey                                $300


FERRELLGAS: Declares 3rd Quarter Distribution Payable on June 14
----------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP) declared a third quarter
cash distribution of $0.50 per partnership common unit.  The
distribution is payable June 14, 2004, to common unitholders of
record as of June 3, 2004.

The distribution covers the period from February 1, 2004, to April
30,
2004, the end of the partnership's third quarter of fiscal year
2004 and represents the partnership's thirty-ninth consecutive
quarterly cash distribution to its common unitholders.  
Ferrellgas' annualized distribution is currently $2.00 per common
unit.

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., currently serves more than one million customers
in 49 states. Ferrellgas employees indirectly own approximately 18
million common units of the partnership through an employee stock
ownership plan.

                           *    *    *

As reported in the Troubled Company Reporter's February 27, 2004
edition, Ferrellgas Partners, L.P.'s outstanding $218 million
senior notes were affirmed at 'BB+' by Fitch Ratings. In addition,
Ferrellgas, L.P.'s outstanding $534 million senior notes and $308
million bank credit facility were affirmed at 'BBB'. The ratings
were removed from Rating Watch Negative where they were placed on
Feb. 10, 2004. The Rating Outlook is Negative.

The rating action follows Fitch's review of FGP's planned
acquisition of all of the outstanding common stock of Blue Rhino
Corp.

The Negative Rating Outlook reflects Fitch's expectation that key
consolidated credit measures will remain weak relative to FGP's
rating in the near-term due to the initial leveraging impact of
the RINO acquisition and the negative affect of recent warmer than
normal weather on FGP's core propane distribution operations. In
addition, there is some uncertainty over the future operating and
financial performance at the merged company, including RINO's
capacity to continue its robust historical growth rate and FGP's
ability to extract expected synergies from the business
combination.


FISHER SCIENTIFIC: S&P Keep Ratings on Watch Positive After Merger
------------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Fisher Scientific
International Inc. remain on CreditWatch with positive
implications following the company's announcement of $3.6 billion
merger with Apogent Technologies Inc., which is expected to close
on or about July 1, 2004

Standard & Poor's will raise its corporate credit rating on
Hampton, New Hampshire-based life science equipment provider to
'BBB-' from 'BB' upon the upon completion of the merger. The
senior secured rating will be raised to 'BBB-' from 'BB+'. The
senior unsecured rating will be raised to 'BBB-' from 'BB-' as the
increased asset base suggests that unsecured senior creditors will
not be disadvantaged in bankruptcy by the presence of secured
lenders. The subordinated rating will be raised to 'BB+' from
'B+'.

At the same time, the ratings on Apogent, including the 'BBB-'
corporate credit rating, were affirmed and removed from
CreditWatch where they were placed March 17, 2004, following the
announcement that Fisher would purchase Apogent in an all-stock
transaction. The outlook is stable.

In addition, Standard & Poor's assigned a 'BBB-' rating to
Fisher's $800 million senior credit facilities.

"In our view, the financial strengthening of this all-stock
transaction outweighs the integration risk that accompanies all
major business combinations," said Standard & Poor's credit
analyst David Lugg. The acquisition will significantly advance
laboratory and life science equipment provider Fisher's goal to
increase its proportion of self-manufactured products, while
improving its overall capital structure and expanding cash flow.
Still, this is its fourth and largest acquisition announced in
less than 12 months. Fisher may be challenged to manage the
integration of facilities and staff while continuing to provide
the high level of service expected by its customers.


FLEMING COS: Agrees To Settle & Reclassify Reclamation Claims
-------------------------------------------------------------
The Fleming Companies, Inc. Debtors, the Official Committee of
Unsecured Creditors, and the Official Committee of Reclamation
Creditors unanimously conclude that a tripartite settlement,
incorporated in a consensual plan, is essential to provide all
constituents in these cases with the best outcome under the
circumstances.  In turn, the settlement hinges on a plan
classification that binds reclamation creditors to the treatment
provided for in the settlement.  The alternative to a consensual
plan is not attractive to the interests of any constituency.

At this point, absent this settlement, the Debtors, the
Committees and all creditors, especially the reclamation
creditors, face costly, lengthy and complicated litigation, upon
which reorganization prospects hinge as to:

       (1) Whether reclamation claims have value and an
           entitlement to priority treatment under Section 546(c)
           of the Bankruptcy Code;

       (2) The result if reclamation creditors prevail on
           the "value" issue;

       (3) The particular priority treatment to be accorded
           to reclamation claims;

       (4) If reclamation claims are accorded a secured
           status, the extent and nature of collateral;

       (5) Whether Core-Mark can be reorganized or must be
           sold; and

       (6) If reclamation claims are accorded administrative
           status, the resolution and consequences of issues
           related to a forced sale of Core-Mark -- and
           questionable recoveries from such a sale.

Regardless of the outcomes of these issues, and the various
permutations from each, lengthy and costly contested litigation
resulting from the 576 adversary proceedings currently pending
before the Court is virtually inevitable.

                     The Term Sheet

After months of negotiations, the Debtors, the Creditors
Committee, and the Reclamation Committee entered into a Term
Sheet to resolve objections to the Debtors' Chapter 11 Plan and
for the treatment of reclamation claims on April 16, 2004.  The
Term Sheet was contingent on a due diligence period by the
Reclamation Committee, which period expired on May 3, 2004.  At
the conclusion of the due diligence period, the Reclamation
Committee had the option to declare the Term Sheet null and void
or proceed with documenting the Plan treatment for Reclamation
Claims in accordance with the Term Sheet.

On May 3, 2004, the Reclamation Creditors opted to waive the due
diligence contingency and proceed with the modification of the
Disclosure Statement and the Plan to reflect the parties'
agreement for a consensual confirmation of the Plan pursuant to
the Term Sheet, as modified.

The key terms of the Revised Term Sheet are:

       * A Reclamation Creditors Trust will be established
         that will contain all reclamation-related assets,
         including deductions, over-wires, preference claims,
         causes of action, and other rights of the Debtors as
         against the Holders of Reclamation Claims -- other than
         postpetition deductions and over-wires with respect to
         the Fleming Convenience Business;

       * The Debtors will transfer $3 million in cash for
         administration of the RCT;

       * The proceeds of these actions and other assets will be
         used for payment of Reclamation Claims;

       * The RCT will be administered by a trustee selected
         by the Reclamation Committee;

       * The prosecution of any objections to claims held by
         Reclamation Creditors will be conducted by the RCT;

       * Allowed Class 3B TLV Reclamation Claims will be paid:

            (i) first, from the RCT's assets;

           (ii) second, from the Post-Confirmation Trust
                established under the Plan; and

          (iii) third, from the Core-Mark Newco TLV Guaranty;

         These claims will be secured by a first-priority lien
         on the RCT Assets;

       * Allowed Class 5 Non-TLV Reclamation Claims will be paid
         only after the satisfaction of all Class 3B Claims and
         reimbursement of Core-Mark Newco for any payments under
         the Core-Mark Newco TLV Guarantee, and then

            (i) first, from the RCT assets;

           (ii) second, from the PCT, and

          (iii) third, from the Core-Mark Newco Junior Guaranty.

       * Prior to payout, the total amount of Allowed Non-
         Reclamation Claims will be reduced by a $13 million
         discount, representing the Prepetition Non-Reclamation
         Claim Reduction, to calculate the net Allowed Amount of
         prepetition Non-TLV Reclamation Claims;

       * Core-Mark Newco will provide a junior secured guaranty
         of payment in the full amount of the Allowed TLV
         Reclamation Claims and in the maximum amount of
         $15 million on the Net Non-TLV Reclamation Claims;

       * Core-Mark Newco will guarantee the reimbursement to
         the PCT of certain administrative claims, which exceed
         estimated amounts by $4 million;

       * The total amount of Reclamation Claims to be satisfied
         by the RCT will not exceed $150 million.  If the
         Reclamation Claims exceed $150 million, the Class 5
         Non-TLV Reclamation Claims will be reduced pro rata;

       * In the event that the RCT has surplus distribution
         after satisfaction of all Reclamation Claims, the
         proceeds will be applied:

            (i) first, to Core-Mark Newco for any advances under
                the guaranties, other than the Administrative
                Claims Guaranty;

           (ii) second, to Class 5 Non Reclamation Creditors for
                the Non-TLV Reclamation Claim Reduction;

          (iii) third, to Core-Mark Newco for any payment under
                the Administrative Claims Guaranty;

           (iv) fourth, to the "Ad Hoc Committee" for the payment
                of any professionals' fees that have not been
                reimbursed by allowance of an Administrative
                Claim; and

            (v) fifth, to the PCT.

       * The objections to the Disclosure Statement made by the
         Reclamation Claimants are withdrawn.

              Classification of Reclamation Claims

In view of the Revised Term Sheet, the Debtors, the Creditors
Committee and the Reclamation Creditors ask Judge Walrath to
establish that:

       -- the classification of the Reclamation Claims as Class
          3B or Class 5 Claims, as applicable, provided in the
          Plan is appropriate under Section 1122 of Bankruptcy
          Code; and

       -- the treatment accorded to Class 3B and Class 5 members
          will be the exclusive remedy for the Holders of Allowed
          Reclamation Claims under the Plan.

The parties also ask the Court to approve the Revised Term Sheet.

The parties clarify that they are not seeking approval of the
proposed treatment of Class 3B and Class 5 Claims.  That approval
will only be sought in connection with the confirmation of the
Plan.

Pursuant to Rule 3013 of the Federal Rules of Bankruptcy
Procedure, a court may determine classes of creditors pursuant to
Section 1122.  Rule 3013 provides a mechanism for "approval of
voter classification prior to the solicitation of voter
acceptation for confirmation of a proposed plan of
reorganization."  Section 1122 provides that, "absent agreement
to the contrary, a plan may place a claim or interest in a
particular class only if such claim or interest is substantially
similar to the other claims or interests of such class."

The Bankruptcy Code does not define the requirement of
"substantially similarity."  Substantial similarity does not mean
that claims or interests within a particular class must be
identical.  Instead, a plan proponent has flexibility in
classifying claims, so long as the proponent has some reasonable
basis for the classification, or the creditor agrees to the
classification of its claim.

The Bankruptcy Code also does not absolutely require claims that
share some similar attributes to be classified together.  So long
as each class represents a voting interest that is sufficiently
distinct and weighty to merit a separate voice in the decision
whether the proposed reorganization should proceed the
classification is proper.

Valid business, factual, and legal reasons exist for separately
classifying Class 3B and Class 5 Claims.  Under the Plan, Class
3B consists of all TLV Reclamation Claims.  TLV Reclamation Claim
means a Claim the Holder of which:

       (i) participated in the Trade Credit Program as outlined
           in the Final DIP Order; and

      (ii) asserts that all, or any portion, of that Claim is
           entitled to be granted priority or to be secured by a
           lien in accordance with Section 546(c)(2).

Class 5 consists of Non-TLV Reclamation Claims.

The Reclamation Claims are sufficiently distinct for the Court to
have determined it appropriate to appoint a separate official
committee to represent their interests in these Cases.  
Reclamation Creditors are distinguishable from the holders of
Class 6 General Unsecured Claims because they allege that their
Reclamation Claims are entitled to administrative or other
priority treatment under Section 546(c).  This argument alone has
been found to merit separate classification of reclamation
claims.

It is further appropriate to separately classify Class 3B TLV
Reclamation Claims from other Reclamation Claims.  Under the
Final DIP Order, those Reclamation Creditors that provided trade
credit under the Trade Credit Program were entitled to treatment
different from that accorded other Reclamation Creditors.  
Specifically, in exchange for the extension of postpetition
credit, the Final DIP Order provides that:

       "As security for the Secured Vendor Claims . . . Approved
       Trade Creditors are hereby granted, for as long as such
       Approved Trade Creditor remains an Approved Trade
       Creditor, pursuant to Section 364(c)(3) of the Bankruptcy
       Code, a junior security interest subordinated to the
       holders of the Senior Obligations (as defined in the
       Terms of Trade Creditor Lien) in the assets of the
       Debtors that secure the Senior Obligations and all
       proceeds resulting from the sale or disposition of such
       assets . . . which liens shall have the priorities and
       limitations set forth in the Terms of Trade Creditor
       Lien. . . .  To the extent that any valid reclamation
       claim held by an Approved Trade Creditor and as set forth
       on such Approved Trade Creditor's Trade Credit Program
       Letter Agreement is not covered fully by such Approved
       Trade Creditor's Trade Creditor Lien, then the balance of
       such valid reclamation claim shall constitute an
       administrative expense under Section 503(b) of the
       Bankruptcy Code, junior in right to the Post-Petition
       Lender Superpriority Claims, the Pre-Petition Lender
       Superpriority Claims and the Carve-Out and up to an
       additional $6 million of professional fees and expenses
       approved by the Court."

Because Class 3B Claims are entitled to receive preferential
treatment, it is appropriate to separately classify such Claims
from the Claims of non-participating reclamation creditors that
are classified in Class 5.

In addition to their distinct legal status, there is a legitimate
business purpose for the Debtors to separately classify
Reclamation Claims.  Litigation with respect to the proper
treatment of Reclamation Claims has significantly deferred the
Debtors' emergence from bankruptcy.  At the request of the
Creditors Committee and the Reclamation Committee at various
times, the Disclosure Statement hearing has been continued for
approximately four months to allow the formation of the
Reclamation Committee and the negotiation over Plan treatment of
Reclamation Claims.  The going-concern value of the reorganized
estates and the stock of Core-Mark Newco to be issued to General
Unsecured Creditors under the Plan are impaired the longer these
estates remain in bankruptcy.  The separate classification and
treatment of Reclamation Claims is integral to a settlement with
the Reclamation Creditors, and will ensure the Debtors'
expeditious exit from Chapter 11.

The Debtors further note that binding Reclamation Creditors, upon
Plan confirmation, to the treatment accorded under the Plan to
Classes 3B or 5 should not be a remarkable proposition.  It is
black-letter law that the terms of a confirmed plan bind all
creditors to the provisions of the plan.  However, while it is
clear that the effect of confirmation will be to bind the Holders
of Claims in Classes 3b and 5 by the treatment proposed to these
Classes under the Plan, there is no similar provision under the
Bankruptcy Code that Reclamation Creditors are bound to their
designated Class for treatment under the Plan.

To prepare for confirmation, the Debtors, Creditors Committee and
the Reclamation Committee believe that all parties must be able
to proceed under the assumption that the Plan confirmation is
determinative of the treatment provided for Reclamation Claims in
the Plan, and that Reclamation Creditors will not be afforded
administrative claim treatment outside of their designated Class.
Courts have ruled that a creditor is barred from asserting that a
claim classified under one class should be entitled to
preferential treatment under another class.  Absent a ruling
that, if the Plan is confirmed, Reclamation Creditors may look
only to their designated Class for payment of their Reclamation
Claims, the Debtors and the Creditors Committee believe that it
may be necessary to pursue resolution of the Debtors' summary
judgment request on the value issue before Plan confirmation -- a
result that the Debtors and the Committees believe should and can
be avoided in the spirit of settlement and a consensual plan
process.

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 COMPANIES: Del. Bankr. Court Approves Disclosure Statement
------------------------------------------------------------------
During a hearing held in the US Bankruptcy Court in Delaware,
Fleming Companies, Inc. received approval of its Disclosure
Statement and Solicitation Procedures to vote on its pending Third
Amended Plan of Reorganization filed jointly by Fleming and its
Unsecured Creditors' Committee. Fleming expects that ballots for
all parties entitled to vote on the Plan will be mailed by June 4.
The Bankruptcy Court has scheduled a confirmation hearing on July
26 to confirm Fleming's Plan in anticipation of approval of the
Plan by Fleming's creditors.

The Plan provides for the reorganization of the Debtors centered
around the Fleming convenience store distribution operations
through the formation of a new entity, Core-Mark Newco.
Reorganization financing commitments for Core-Mark Newco have been
received from GE Commercial Finance and Sankaty Advisors, LLC.
Additionally, Fleming's remaining assets and liabilities not
related to the convenience operations will be transferred to
either a Post-Confirmation Trust, which will have the
responsibility for liquidating such assets, pursuing causes of
action and reconciling and paying claims, or a Reclamation
Creditors' Trust, which will have certain responsibilities and
rights with respect to reclamation creditors.

Also at Tuesday's hearing, the Court extended the period during
which the Debtors have the exclusive right to file a plan of
reorganization to at least August 15, 2004 and the exclusive right
to solicit votes on the Chapter 11 Plan to at least October 15,
2004.

Archie Dykes, Chief Executive Officer of Fleming, said, "The
approval of Fleming's Disclosure Statement is another important
milestone in our efforts. We believe that this plan of
reorganization will provide the best recovery to Fleming's
creditors and are pleased that both the Unsecured Creditors'
Committee and the Official Committee of Reclamation Creditors have
recommended that their respective constituents vote in favor of
the Plan." Mike Walsh, Chief Executive Officer of Core-Mark, said,
"We appreciate the continued support of Core-Mark's customers and
vendors while we have worked through this difficult situation. We
look forward to emergence from Chapter 11 with a solid foundation
including a strong management team, committed financing to drive
the business, and a fully integrated network of twenty-two
distribution centers across the U.S. and Canada to efficiently
service our customers."

                    About Core-Mark

Core-Mark is a leading distributor of consumer packaged goods and
store supplies to the convenience retail industry. Core-Mark
provides distribution and logistics services as well as value-
added programs to over 19,500 customer locations across 38 states
and five Canadian provinces. Core-Mark services a variety of store
formats including traditional convenience retailers, mass
merchandisers, drug, liquor and specialty stores, and other stores
that carry consumer packaged goods. Headquartered in San
Francisco, California, Core-Mark is currently a subsidiary of
Fleming Companies, Inc.

                     About Fleming

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.


GADZOOKS: Wants Until Sept. 2 to File a Chapter 11 Plan
-------------------------------------------------------
Gadzooks, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, to extend its exclusive time
to file a plan of reorganization and solicit approval of that plan
from creditors.  The Debtor wants an extension of the exclusivity
period to file a plan to run through September 2, 2004, to solicit
acceptances through November 1, 2004.

The Debtor remind the Court that as of the Petition Date, it
operated 439 stores throughout the United States, with gross
annual revenue of $325 million for the year ending December 21003.
The Debtor has met the challenge of preparing its schedules and
statement of financial affairs, including compiling its list of
creditors, inventory and assets. The size and complexity of the
case has led the Debtor to engage a special real estate
consultant, a financial planner, and an investment banker, all of
whom will assist the Debtor in expeditiously devising a viable
plan of reorganization.

The Debtor has remained current on all of its post petition
obligations, except where the amount of the obligation is in
dispute.

The Debtor also demonstrated excellent prospects for
reorganization, including prospects for filing a viable plan. It
has rejected numerous leases, liquidated excess inventory,
improved liquidity, improved sales and profit margins, reduced
staff, and streamlined its operations.

The Debtor reports significant progress in a short time.
Additional time is necessary for the Debtor to continue to
stabilize and improve operating performance, improve liquidity,
complete an in-depth analysis of all remaining locations, and
continue its efforts to raise additional capital from the public
markets to assist in its restructure.

Headquartered in Carrollton, Texas, Gadzooks, Inc.
-- http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18.  The Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486).  Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GROSVENOR ORLANDO: Gets Nod to Hire Shea Stoked as NLRB Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, gave its nod of approval to Grosvenor Orlando
Associates, to employ Karl Terrel, Esq., and Arch Stokes, Esq., at
Shea Stoked Carter as its special counsel.

The Debtor needs the services of Shea Stoked for the limited
purpose of representing it in all matters related to certain union
related negotiations and for the National Labor Relations Board
action currently pending against the Debtor.

She Stoked has requested a $150,000 postpetition retainer.

Headquartered in Orlando, Florida, Grosvenor Orlando Associates, a
California Limited Corporation, owns a full service resort complex
and is located on 13 beautifully landscaped, lakeside acres
offering two heated swimming pools, a hot tub, lighted tennis
courts, basketball, volleyball, shuffle board, electronic game
room and fitness center.  The Company filed for chapter 11
protection on February 3, 2004 (Bankr. M.D. Fla. Case No.
04-01085).  R. Scott Shuker, Esq., at Gronek & Latham, LLP
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets of over $10 million and estimated debts of over
$50 million.


GULF BREEZE MEDIA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gulf Breeze Media, Inc.
        21 Miracle Strip Parkway
        Fort Walton Beach, Florida 32548

Bankruptcy Case No.: 04-31172

Type of Business: The Debtor is a WMMK FM radio station.

Chapter 11 Petition Date: May 7, 2004

Court: Northern District of Florida (Pensacola)

Judge: William S. Shulman

Debtor's Counsel: David E. Bailey, Jr., Esq.
                  Law Office of David E. Bailey
                  P.O. Box 17687
                  Pensacola, FL 32522
                  Tel: 850-434-0253
                  Fax: 850-434-0255

Total Assets: $2,624,133

Total Debts:  $2,519,036

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      941 taxes                 $116,214

Phillips Properties, Inc.     Back rent on building     $105,859
                              and other
                              considerations

Vincente Tate                 judgment / no assets       $31,282
                              for the lien to
                              attach

Walt Williams                 Attorneys fees for         $25,000
                              sale of contract

Beach Community Bank          Deficiency - 1996          $23,000
                              Plymouth Voyager
                              and 1963 Bristol
                              Doubledecker bus

Associates Commercial         Equipment lease -          $15,000
Corporation                   default

Broadcast Music Inc.          Licensing for music        $14,466
                              played at radio
                              station

Dan Alpert                    Attorney fees               $9,000
                              Incurred in obtaining
                              sale of contract

Chappell & Co., Inc.          1/10 interest in            $6,500
                              non-domisticated
                              federal judgment

A.J. Croce dba Croce          1/10 interest in            $6,500
Publishing                    non-domesticated
                              federal judgment

EMI Robbins Catalog, Inc.     1/10 interest in            $6,500
                              non-domestic federal
                              judgment

Frank Music Corporation       1/10 interest as            $6,500
                              tenant in common
                              regarding
                              non-domesticated
                              federal judgment

Gladys Music                  1/10 undivided              $6,500
                              interest as tenant in
                              common in
                              non-domesticated
                              federal judgment

Jobete Music Company          1/10 undivided              $6,500
                              interest in
                              non-domesticated
                              federal judgment

Larry Stock Music Co.         1/10 interest in            $6,500
                              non-domesticated
                              federal judgment

Quartet Music, Inc.           1/10 interest in            $6,500
                              non-domesticated
                              federal judgment

Range Road Music, Inc.        1/10 interest in            $6,500
                              non-domestic federal
                              judgment

Universal-MCA Music           1/10 interest in            $6,500
Publishing                    non-domesticated
                              federal judgment

SESAC, INC.                   Judgment / no assets        $3,542
                              for liens to attach
                              to

Florida Department of         Unemployment taxes          $2,754
Revenue


HAYNES INT'L: Court Fixes June 3, 2004 as General Claims Bar Date
-----------------------------------------------------------------
On April 22, 2004 the U.S. Bankruptcy court for the Southern
District of Indiana entered an order establishing a general claims
bar date requiring claims against Haynes international and its
debtor-affiliates to be filed with the claims agent.

The general claims bar date is set for June 3, 2004 at 4:00 pm.
Proofs of claim should be submitted to the claims agent at:

               Haynes International
               C/o Kurtzman Carson Consultants LLC
               12910 Culver Boulevard, Suite 1
               Los Angeles, California 90066

Entities must file a proof of claim if the claim is:

          (a) listed in the Schedules as "disputed", "contingent"
              or "unliquidated";
     
          (b) improperly classified in the Schedules; or

          (c) not listed in the Schedules.

Additional information  and copies of proof of claim forms may be
obtained from the Claims Agent at telephone number (866) 381-9100
or at http://www.kccllc.net/haynes

Haynes International, Inc., develops, manufactures and markets
technologically advances, high performance alloys primarily for
use in the aerospace and chemical processing industries. The
company, along with its affiliates, filed for chapter 11
protection (Bankr. S.D. Ind. Case No. 04-05264) on March 29, 2004
before the Honorable Metz, Anthony J., III. J. Eric Ivester, Esq.
of Skadden, Arps, Slate, Meagher & Flom LLP and Jeffrey A.
Hokanson, Esq. of Ice Miller represent the debtors in their
restructuring efforts. When Haynes filed for chapter 11
protection, it listed total assets of $187,000,000 and total debts
of $362,000,000.  


HOUSTON EXPLORATION: KeySpan to Reduce Stake in Exchange for Unit
-----------------------------------------------------------------
KeySpan Corporation (NYSE:KSE) announced that the company plans to
enter into an agreement with The Houston Exploration Company
(NYSE:THX) under which KeySpan will transfer to Houston
Exploration 10.8 million shares of Houston Exploration common
stock in exchange for 100% of a wholly owned Houston Exploration
subsidiary, Seneca-Upshur Petroleum, Inc. At the time of the
exchange, the subsidiary will hold all of Houston Exploration's
Appalachian Basin assets and an amount of additional cash
calculated so as to equalize the value of the operating business
and the Houston Exploration shares being exchanged.

The transaction is consistent with the business strategies of both
KeySpan and Houston Exploration. As previously discussed, KeySpan
does not consider Houston Exploration to be a strategic holding
and has been working to restructure its stake in the company in a
manner that will be beneficial to both KeySpan and Houston
Exploration.

"This transaction represents an important step to restructuring
our interest in Houston Exploration. We welcome Seneca-Upshur into
the KeySpan family and intend to grow this business through
additional investments in energy related assets that support our
core businesses," said Robert B. Catell, KeySpan's Chairman and
Chief Executive Officer. "This transaction allows the Company to
further concentrate on executing its strategy of growing its core
energy businesses."

The parties have ascribed a value of $60 million dollars to the
Appalachian Basin producing assets. At December 31, 2003, these
properties had proved reserves of 50.5 billion cubic feet of
natural gas equivalent (Bcfe), or approximately 7 percent of
Houston Exploration's total proved reserves. The Appalachian
assets include properties originally acquired and owned by a
predecessor company to KeySpan in the early 1970's to strengthen
its gas supply strategy. At the time of the transaction, it is
expected that Seneca-Upshur will have cash in excess of $350
million based on the initial offering price assumptions set forth
below. This KeySpan subsidiary plans to use the cash to make
additional investments in energy related assets.

Of the 10.8 million shares that Houston Exploration expects to
receive from KeySpan, Houston Exploration intends to retire
approximately 4.6 million shares and plans to offer 6.2 million
shares of common stock in a public offering.

The value of the exchange will be dependent on the ultimate public
offering price of the Houston Exploration shares in the offering.
Assuming an initial public offering price of $45.01 (which is the
May 21,2004, NYSE last sale for Houston Exploration), KeySpan will
receive a per share value equal to $40.09, before expenses. The
value per share received by KeySpan will increase or decrease, as
the case may be, by approximately $0.51 per share for a
corresponding $1.00 increase or decrease in the public offering
price of $45.01 per share.

This transaction will reduce KeySpan's ownership interest in
Houston Exploration to approximately 24% from the current 55%
level with the number of outstanding shares being reduced from
approximately 17.4 million shares to approximately 6.6 million
shares. In addition, three of KeySpan's five designated directors
on the Houston Exploration Board will resign at the closing of the
transaction, and KeySpan will retain the right to nominate two of
the remaining seven directors on the Houston Exploration Board.

Consummation of this transaction is subject to each party's
satisfaction with the public offering price. Accordingly, no
assurance can be given that the transaction will be completed. The
underwriters will be granted an option to purchase an additional
930,000 shares of common stock to cover any over-allotments. If
this over-allotment is exercised in full, KeySpan's ownership
interest in Houston Exploration will be reduced to approximately
22.5%.

               About KeySpan Corporation

A member of the Standard & Poor's 500 Index, KeySpan Corporation
(NYSE:KSE) is the fifth largest distributor of natural gas in the
United States and the largest in the Northeast, operating
regulated gas utilities in New York, Massachusetts and New
Hampshire, serving 2.5 million customers. These customer-focused
businesses are complemented by a portfolio of service companies
which offer energy-related products, services and solutions to
homes and businesses. KeySpan is also the largest electric
generator in New York State. We own approximately 6,600 megawatts
of generating capacity, providing power to 1.1 million customers
of the Long Island Power Authority on Long Island and supplying
approximately 25 percent of New York City's capacity needs. In
addition to these assets, KeySpan has strategic investments in
natural gas exploration, production, pipeline transportation,
distribution and storage, and Canadian gas processing. KeySpan has
headquarters in Brooklyn, New England and Long Island. For more
information, visit KeySpan's web site at
http://www.keyspanenergy.com/

                 About Houston Exploration

Houston Exploration is a small, independent petroleum company
engaged in the acquisition, exploration, development, and
production of natural gas and crude oil primarily in South Texas,
offshore in the Gulf of Mexico, and in the Arkoma Basin of
Oklahoma and Arkansas.

                         *   *   *

As reported in the Troubled Company Reporter's April 14, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating on The Houston Exploration Co. Standard &
Poor's also affirmed its 'BB' senior unsecured and 'B+'
subordinated ratings for Houston Exploration. The outlook is
stable. The affirmations follow Standard & Poor's periodic review
of this company.

The ratings on exploration and production company Houston
Exploration reflect a below-average business profile, largely due
to the cyclical and capital-intensive nature of the petroleum
industry, and a moderate financial profile. Although Houston
Exploration has manageable debt levels relative to reserves and
EBITDA, it has a relatively small reserve base and a rapid
production-decline profile that necessitates a large capital
program to maintain production levels.


JILLIAN'S ENTERTAINMENT: Files for Chapter 11 to Facilitate Sale
----------------------------------------------------------------
Dave & Buster's Inc. (NYSE:DAB), a leading operator of upscale
restaurant/entertainment complexes, announced that its wholly-
owned subsidiary, Tango Acquisition, Inc. has signed a definitive
agreement with various operating subsidiaries of Jillian's
Entertainment Holdings, Inc. to acquire out of bankruptcy, the
operating assets of the majority of Jillian's Holdings, Inc.'s
largest restaurant/entertainment complexes and other related
assets for approximately $27 million cash. Financing for the
proposed transaction has been secured, which anticipates up to an
additional $8 million being available for capital improvements to
the Jillian's locations.

The nine Jillian's complexes are located in the metropolitan areas
of: Minneapolis, Minnesota; Philadelphia, Pennsylvania; Concord,
North Carolina; Farmingdale, New York; Nashville, Tennessee;
Houston, Texas; Arundel, Maryland; Scottsdale, Arizona and
Westbury, New York. These nine restaurant/entertainment complexes
range in size from 46,000 - 68,000 sq. ft. and employ
approximately 2100 people who are expected to be added to the
present Dave & Buster's team of over 6000. These larger Jillian's
entertainment complexes are Dave & Buster's most similar national
competition. Dave & Buster's would acquire the brand name and all
trademarks of Jillian's allowing it to operate these complexes
under the Jillian's brand.

The selling Jillian's Entertainment Holdings, Inc. entities have
filed a Chapter 11 bankruptcy petition in Louisville, Kentucky and
the sale of these assets will be subject to the bankruptcy court's
approval. Pending approval, it is anticipated that the transaction
would close sometime later this year.

                  About Dave & Buster's

Celebrating 21 years of operations, Dave & Buster's was founded in
1982 and is one of the country's leading upscale,
restaurant/entertainment concepts with 33 locations throughout the
United States and Canada. For more information on the Company,
including the latest investor presentation, please visit the
Company's website, http://www.daveandbusters.com/


JILLIAN'S ENTERTAINMENT: Case Summary & 30 Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Jillian's Entertainment Holdings, Inc.
             4500 Bowling Boulevard, Suite 200
             Louisville, Kentucky 40207

Bankruptcy Case No.: 04-33192

Debtor affiliates filing separate chapter 11 petitions:

    Entity                                             Case No.
    ------                                             --------
    Derby City Promotions, Inc.                        04-33193
    Jillian's America Live of Minneapolis, Inc.        04-33194
    Jillian's Billiard Cafe of Akron, Inc.             04-33195
    Jillian's Billiard Cafe of Columbia, SC, Inc.      04-33196
    Jillian's Billiard Cafe of Raleigh, NC, Inc.       04-33197
    Jillian's Billiard Cafe II of Raleigh, North       04-33198
    Jillian's Billiard Club of Annapolis, Inc.         04-33199
    Jillian's Entertainment Corporation                04-33200
    Jillian's Billiard Club of Champaign Urbana, Inc.  04-33201
    Jillian's Billiard Club of Champaign Urbana, LP    04-33202
    Jillian's Billiard Club of Charlotte, NC, Inc.     04-33203
    Jillian's Billiard Club of Cleveland, Inc.         04-33204
    Jillian's Billiard Club of Cleveland Heights, Inc. 04-33205
    Jillian's Billiard Club of Cleveland Heights, LP   04-33206
    Jillian's Billiard Club of Manchester, NH, Inc.    04-33207
    Jillian's Billiard Club of Louisville, Kentucky    04-33208
    Jillian's Billiard Club of Seattle, Inc.           04-33209
    Jillian's Billiard Club of Pasadena, Inc.          04-33210
    Jillian's Billiard Club of Worcester, Inc.         04-33211
    Jillian's Billiard Club of Tacoma, Inc.            04-33212
    Jillian's Gators of Minneapolis, Inc.              04-33213
    Jillian's Billiard Club of Worcester, LP           04-33214
    Jillian's Inc.                                     04-33215
    Jillian's Management Company, Inc.                 04-33216
    Jillian's Knuckleheads of Minneapolis, Inc.        04-33217
    Jillian's of Albany, NY, Inc.                      04-33218
    Jillian's of Arundel, MD, Inc.                     04-33219
    Jillian's of Concord, NC, Inc.                     04-33220
    Jillian's of Farmingdale, NY, Inc.                 04-33221
    Jillian's of Covington, Kentucky, Inc.             04-33222
    Jillian's of Gwinnett, GA, Inc.                    04-33223
    Jillian's of Franklin, PA, Inc.                    04-33224
    Jillian's of Hollywood, CA, Inc.                   04-33225
    Jillian's of Houston, TX, Inc.                     04-33226
    Jillian's of Indianapolis, IN, Inc.                04-33227
    Jillian's of Katy, TX, Inc.                        04-33228
    Jillian's of Memphis, TN, Inc.                     04-33229
    Jillian's of Minneapolis, MN, Inc.                 04-33230
    Jillian's of Montreal, Inc.                        04-33231
    Jillian's of Nashville, TN, Inc.                   04-33232
    Jillian's of Norfolk, VA, Inc.                     04-33233
    Jillian's of Rochester, NY, Inc.                   04-33234
    Jillian's of San Francisco, CA, Inc.               04-33235
    Jillian's of Scottsdale, AZ, Inc.                  04-33236
    Jillian's of Westbury, NY, Inc.                    04-33237
    Jillian's of Youngstown, OH, Inc.                  04-33238
    River Vending, Inc.                                04-33239

Type of Business: The Debtor operates more than 40 restaurant
                  and entertainment complexes in about 20 US
                  states.  See http://www.jillians.com/

Chapter 11 Petition Date: May 23, 2004

Court: Western District of Kentucky (Louisville)

Judge: David T. Stosberg

Debtors' Counsel: Edward M. King, Esq.
                  Frost Brown Todd LLC
                  32nd Floor, 400 West Market Street
                  Louisville, KY 40202
                  Tel: 502-589-5400
                  Fax: 502-581-1087

Estimated Assets: More than $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bridge East Capital, L.P.     Senior Subordinated    $10,025,000
c/o Bridge East Management,   Note
LLC
575 Fifth Avenue, 22nd Fl.
New York, NY 10017

FleetBoston Robertson         Senior Subordinated     $4,296,000
Stephens Inc.                 Note
2815 Scott Street
San Francisco, CA 94123

The Main Event, Inc.          Subordinated Note       $3,225,000
9535 Forest Lane, Suite 128
Dallas, TX 75243

Katy Mills Mall Ltd.          Property Rent           $2,281,170
Partnership
Bank of America, N.A.
P.O. Box 100554
Atlanta, GA 30384-0554

JW Childs Associates          Management Fees           $540,184
One Federal Street, 21st Fl.
Boston, MA 02210

U.S. Premium Finance          Premium Insurance        $322,916
P.O. Box 1110                 Financing
141 Hurricane Shoals Rd.
Lawrenceville, GA 30046

Playboy Enterprises, Inc.     Trade                     $262,358
P.O. Box 71205
Chicago, IL 60694-1205

Opry Mills Limited            Property Rent             $146,984
Partnership

BMI                           Annual Music License      $139,282
                              Fee

Arundel Mills Limited         Property Rent             $138,282
Partnership

Peabody Place Centre GP       Property Insurance        $122,837

New Boston Rochester          Property Rent              $94,379

USF-Carolina                  Trade                      $85,593

US Foodservice-Philly         Trade                      $85,263

Concord Mills Mall            Property Rent              $83,134

US Food-Metro                 Trade                      $78,766

Sureshot Redemption           Trade                      $73,462

A. Thomas Food Service, Inc.  Trade                      $73,449

US Foodservice-Kings          Trade                      $66,799

OJ's Service Two              Trade                      $64,518

William Morris Agency Inc.    Trade                      $50,000

Dennis Stuff, Inc.            Trade                      $44,706

American Alpha, Inc.          Trade                      $43,161

KZZP 104.7 FM                 Trade                      $42,838

US Food-Houston (Alliant)     Trade                      $42,327

US Food-Phoenix (Alliant)     Trade                      $42,183

Quandt's Food Service Dist.   Trade                      $41,789

DB Maintenance                Trade                      $40,832

US Foodservice-Eagan          Trade                      $39,727
(Alliant)

LeBoeuf, Lamb, Greene &       Professional Fees          $38,000
MacRae LLP


JUNO LIGHTING: Secures New $245 Million Credit Facility
-------------------------------------------------------
Juno Lighting, Inc. (Nasdaq: JUNO) announced it has executed a new
credit agreement providing for an aggregate of $245 million in
facilities consisting of a $30 million revolving credit facility,
a $165 million first lien delayed draw term loan and a $50 million
second lien term loan. The second lien term loan was funded on May
24, 2004, and the proceeds were used to retire Juno's previously-
existing credit facility. Juno expects to use the remaining
proceeds, together with proceeds of the first lien delayed draw
term loan, to redeem its $125 million of 11- 7/8% Senior
Subordinated Notes, pay a one-time cash dividend to its preferred
and common stockholders of $60 million in the aggregate and fund
working capital requirements. Funding of the first lien delayed
draw term loan is subject to various conditions, including the
absence of any default or material adverse change and compliance
with financial covenants.

The redemption of Juno's Senior Subordinated Notes remains subject
to Juno providing notice to the indenture trustee and the note
holders. The one-time dividend described above remains subject to
declaration by Juno's board of directors. In connection with the
dividend declaration, Juno's certificate of incorporation would be
amended to reduce the liquidation preference of its preferred
stock by the amount of the dividend received by preferred
shareholders; adjust the applicable annual dividend percentage
payable on the reduced liquidation preference to 11% and, to the
extent dividends are accrued but not paid after November 2005,
12%; generally allow for deferral of accrued dividends on the
preferred stock and deferral of conversion of accrued dividends
into common stock until the earlier of (1) 30 days after the
termination or replacement of the new credit facility or
elimination of dividend payment restrictions thereunder (but in no
event before July 1, 2008), (2) occurrence of a change in control
or liquidation transaction, (3) redemption of the preferred stock
or (4) July 1, 2011; and require that decisions regarding dividend
payments on and redemption of the preferred stock be approved by a
majority of Juno's independent directors. Equitable adjustments
would also be made to Juno's equity-based incentive plans. There
can be no assurances that the one-time cash dividend will be
declared by Juno's board of directors.

                    About Juno Lighting

Juno Lighting, Inc. is a leader in the design, manufacturing, and
marketing of lighting fixtures for commercial and residential use.
Juno engineers, assembles, and markets a broad range of recessed
and track-lighting fixtures, which are sold mainly through
distributors in the U.S. and in Canada.

As reported in the Troubled Company Reporter's April 28, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating on Des Plaines, Illinois-based Juno
Lighting Inc. and removed all ratings on the company from
CreditWatch where they were placed on April 7, 2004, following
Juno's announced plans for a recapitalization. The plan includes
the refinancing of its long-term debt of approximately $160
million (including accrued interest and expenses) and payment of a
onetime cash dividend of approximately $50 million-$60 million to
its preferred and common stockholders.

At the same time Standard & Poor's assigned its 'B+' senior
secured bank loan rating to Juno's proposed $30 million revolving
credit facility and $150 million term loan secured by a first-
priority lien. Standard & Poor's also assigned a recovery rating
of '4' to the first-lien revolving facility and term loan,
reflecting the marginal expectations of recovery of principal in
the event of a default. The $60 million second-lien term
loan is assigned a 'B-' rating and a recovery rating of '5'
reflecting negligible prospects for full recovery in the event of
a default and the inferior position of these lenders relative to
the first-lien lenders. The outlook is stable.

"We expect continued good operating performance and no major
acquisition spending," said Standard & Poor's credit analyst John
Sico. "However, despite the better-than-commensurate credit
measures, there is the potential for further dividends beyond
those allowed in the new credit facility, possibly through another
recap in the future."


JUNO LIGHTING: Richard J. Marshuetz Joins Board of Directors
------------------------------------------------------------
Juno Lighting, Inc. (Nasdaq: JUNO) announced that Richard J.
Marshuetz has joined its board of directors. Mr. Marshuetz is
currently a director and audit committee chairman of Tapco
International (a building products company) and previously served
as the president and chief operating officer of Princess House,
Inc. (a dining and cooking products company).

Tracy Bilbrough, Juno's Chief Executive Officer, said, "We are
very pleased to welcome Dick Marsheutz to our Board of Directors.
His extensive experience as an operating executive combined with
his board and audit committee work will add to the strength of our
Board and its counsel to our management team."

                    About Juno Lighting

Juno Lighting, Inc. is a leader in the design, manufacturing, and
marketing of lighting fixtures for commercial and residential use.
Juno engineers, assembles, and markets a broad range of recessed
and track-lighting fixtures, which are sold mainly through
distributors in the U.S. and in Canada.

As reported in the Troubled Company Reporter's April 28, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating on Des Plaines, Illinois-based Juno
Lighting Inc. and removed all ratings on the company from
CreditWatch where they were placed on April 7, 2004, following
Juno's announced plans for a recapitalization. The plan includes
the refinancing of its long-term debt of approximately $160
million (including accrued interest and expenses) and payment of a
onetime cash dividend of approximately $50 million-$60 million to
its preferred and common stockholders.

At the same time Standard & Poor's assigned its 'B+' senior
secured bank loan rating to Juno's proposed $30 million revolving
credit facility and $150 million term loan secured by a first-
priority lien. Standard & Poor's also assigned a recovery rating
of '4' to the first-lien revolving facility and term loan,
reflecting the marginal expectations of recovery of principal in
the event of a default. The $60 million second-lien term
loan is assigned a 'B-' rating and a recovery rating of '5'
reflecting negligible prospects for full recovery in the event of
a default and the inferior position of these lenders relative to
the first-lien lenders. The outlook is stable.

"We expect continued good operating performance and no major
acquisition spending," said Standard & Poor's credit analyst John
Sico. "However, despite the better-than-commensurate credit
measures, there is the potential for further dividends beyond
those allowed in the new credit facility, possibly through another
recap in the future."


KAISER ALUMINUM: Proposes Gramercy Sale Bidding Protocol
--------------------------------------------------------
To maximize the realizable value of the Gramercy Facility and the
KJBC Interests, the Kaiser Aluminum Corporation Debtors requested
Gramercy Alumina, LLC, and  St. Ann Bauxite Limited to subject
their proposal to competitive bidding.

                      Eligible Participants

Parties interested in becoming Eligible Participants must submit
a signed confidentiality agreement with the Debtors.  If an
interested party is already bound by a confidentiality agreement
with the Debtors relating to the Gramercy Assets but the
agreement obligates the Debtors and their representatives to keep
confidential information regarding the party's interest in or bid
for the Gramercy Assets, that party must submit to the Debtors a
signed written amendment to, or waiver under the confidentiality
agreement to eliminate the obligation.  An interested party that
is already bound by a confidentiality agreement with the Debtors
relating to the Gramercy Assets -- and containing no obligation
for the Debtors and their representatives to keep confidential
information regarding the party's interest in or bid for the
Gramercy Assets -- will be considered an Eligible Participant
without the need for further action.  Gramercy Alumina and
Bauxite Limited are deemed Eligible Participants.

              Due Diligence by Eligible Participants

Upon request, the Debtors will provide to each Eligible
Participant:

   (a) a complete copy of the Purchase Agreement, including all
       related schedules and exhibits;

   (b) a copy of the confidential information memorandum prepared
       by the Debtors with respect to the Gramercy Assets.

The Debtors will provide each Eligible Participant access to
their electronic data room established with respect to the
Gramercy Assets, and will respond to other reasonable requests of
any Eligible Participant in connection with its due diligence
investigation, as they determine in their sole discretion.

                    Access to Louisiana DEQ,
            Governmental Entities of Jamaica and USWA

An Eligible Participant will, upon request, be permitted from and
after June 4, 2004, to engage in discussions with the State of
Louisiana Department of Environmental Quality, the Governmental
Entities of Jamaica and the United Steelworkers of America, AFL-
CIO-CLC, regarding the Participant's potential acquisition of the
Gramercy Assets, notwithstanding any prohibition on the
discussions under any confidentiality agreement to which the
Eligible Participant may be a party.

              Criteria for Qualified Initial Overbids

An Eligible Participant may submit an initial overbid for the
Gramercy Assets.  To be considered an initial qualified overbid,
a bid must be:

   (a) in writing; and

   (b) served by July 6, 2004 on:

       * the Debtors, their counsel and financial advisors;

       * the counsel and financial advisors to the Official
         Committee of Unsecured Creditors, the Official Committee
         of Asbestos Claimants, Martin J. Murphy, the legal
         representative for future asbestos claimants; and

       * Gramercy Alumina and Bauxite Limited.

The bid must exceed the Unadjusted Purchase Price specified in
the Debtors' Purchase Agreement with Gramercy Alumina and Bauxite
Limited by at least $1,500,000 -- Initial Overbid Increment --
and contain the same purchase price adjustments as specified in
the Purchase Agreement, or must be determined by the Debtors,
after consideration of the bid price and structure, including any
purchase price adjustments or assumptions of liabilities, to have
an incremental value to the Debtors -- over the value represented
in the Purchase Agreement -- of at least the Initial Overbid
Increment.

The terms and conditions of the bid, taken as a whole, must be
determined by the Debtors to, otherwise, be the same or more
favorable to them than the terms and conditions set forth in the
Purchase Agreement taken as a whole.

Furthermore, the bid must:

   (a) provide for the deposit in escrow of at least $2,300,000
       in cash, which represents an amount equal to the deposit
       made by Gramercy Alumina and Bauxite Limited;

   (b) not be subject to any conditions other than the conditions
       set forth in the Purchase Agreement, and must be binding
       until the earlier of:

          (i) the closing of a sale of the Gramercy Assets; and

         (ii) September 30, 2004;

   (c) disclose any arrangements with third parties, including
       affiliates of the Debtors, relating to the bid or
       ownership or operation of the Gramercy Assets, like joint
       venture agreements, with other potential bidders; and

   (d) provide for the express assumption of the Noranda
       Aluminum, Inc., and the Century Aluminum of Kentucky, LLC,
       alumina supply contracts and other agreements necessary to
       current operations at the Gramercy Facility.

The bid must be accompanied by:

   -- a purchase agreement to effectuate the bid, in the form of
      the Purchase Agreement marked to indicate the differences
      from the Purchase Agreement that the Eligible Participant
      would be willing to execute if it is declared the wining
      bidder, together with a written acknowledgment of that
      willingness; and

   -- contact information for the Eligible Participant and its
      counsel.

The bid must also include a written evidence, in form and
substance determined by the Debtors to be acceptable:

   (1) that the consents required to be obtained from the
       applicable Governmental Entities of Jamaica to effectuate
       the bid have been obtained;

   (2) that the applicable Governmental Entities of Jamaica and
       the Eligible Participant have agreed to a fiscal regime
       relating to the Eligible Participant's ownership of the
       Gramercy Assets, and that the fiscal regime is consistent
       with the release of the Debtors from any obligation to the
       Governmental Entities of Jamaica arising from Kaiser
       Jamaica Bauxite Company's operations from and after the
       acquisition of the Gramercy Assets by the Eligible
       Participant;

   (3) that the USWA and the Eligible Participant have agreed to
       a new collective bargaining agreement that would cover
       employees represented by the USWA and employed at the
       Gramercy Facility, from and after the Eligible
       Participant's acquisition of the Gramercy Assets;

   (4) of the ability of the Eligible Participant to satisfy the
       adequate assurance of future performance requirements of
       Section 365 of the Bankruptcy Code for the Alumina Supply
       Contracts and other agreements necessary to the Gramercy
       Facility operations, or the written consents of the
       non-Debtor parties to the assignment of the agreements;
       and

   (5) that the Eligible Participant has the financial capability
       and transaction experience to consummate an acquisition of
       the Gramercy Assets.

Copies of all bids and any written amendments, modifications or
related supplements received, together with any accompanying
documents, will be provided to the buyers promptly after receipt.

                             Auction

If no Qualified Initial Overbid is received by July 6, 2004, the
Debtors will designate Gramercy Alumina and Bauxite Limited as
the Prevailing Bidder, and will seek Court approval of the
transactions contemplated by the Purchase Agreement.  If one or
more Qualified Initial Overbids is timely received for the
Gramercy Assets, the Debtors will hold an auction for the
Gramercy Assets at the offices of Jones Day, located at 222 East
41st Street, in New York, on July 8, 2004.

Only Eligible Participants who have timely submitted a Qualified
Initial Overbid and Gramercy Alumina and Bauxite Limited will
participate in the Auction.  The Debtors will notify all Eligible
Participants submitting Qualified Initial Bids and Gramercy
Alumina and Bauxite Limited, at least three business days before
the date of the Auction, that they are invited to participate in
the Auction.

               Bidding Requirements at the Auction

At the Auction, the Qualified Bidders and Gramercy Alumina and
Bauxite Limited may submit bids for the Gramercy Assets.  With
respect to:

   (a) the bids by the Qualified Bidders, any bid:

       -- is in an increment of at least $250,000 of value in
          excess of the then highest purchase value applicable;
          and

       -- otherwise complies with the requirements for Qualified
          Bids;

   (b) the bids by Gramercy Alumina and Bauxite Limited, the sum
       of the value of any bid and the amount of the termination
       fee to be paid to Gramercy Alumina and Bauxite Limited if
       the Debtors fail to close the sale with them, is in an
       increment of at least $250,000 in excess of the then
       highest purchase value applicable, or the subsequent
       highest bid; and

   (c) all bids, any bid is binding until the earlier of:

       -- a sale of the Gramercy Assets; and

       -- a date no earlier than September 30, 2004.

                 Selection of the Prevailing Bid

At the Auction, the Debtors, in consultation with their counsel
and financial advisors, and the counsel and financial advisors to
the Creditors Committee, the Asbestos Committee and the Futures
Representative, will select the highest or otherwise best bid for
the Gramercy Assets.  The Debtors reserve the right at the
Auction to refuse to consider the bid of any Qualified Bidder
that fails to meet any established procedures for the purpose of
conducting an orderly auction.

After selection of the Prevailing Bid, but not later than July 9,
2004, the Debtors will file with the Court and serve on all
persons who have requested notice, a statement setting forth the
amount of, and the identity of the person presenting, the
Prevailing Bid.

                     Election of the Buyers

If a Qualified Bidder submits the Prevailing Bid, buyers may
elect in writing to modify their last bid to provide that either:

   (a) Election A -- the bid will remain binding only until the
       sale to the Prevailing Bidder is approved by the Court, in
       which case Gramercy Alumina and Bauxite Limited will not
       be entitled to receive the Termination Fee contemplated in
       the Purchase Agreement; or

   (b) Election B -- the bid will remain binding only until the
       earlier of:

       -- a sale of the Gramercy Assets; and

       -- the date that is 30 calendar days after the entry of
          the Court order approving the Prevailing Bid, in which
          case Gramercy Alumina and Bauxite Limited will be
          entitled to receive the Termination Fee in accordance
          with the conditions specified in the Purchase
          Agreement.  

The election must be made at the Auction immediately after the
selection of the Prevailing Bid.

                         Sale Objection

A party-in-interest may file objections to the sale by July 12,
2004 at 4:00 p.m. Eastern Time.  Replies to the objections must
be filed by July 15, 2004 at 4:00 p.m. Eastern Time.

                          Sale Hearing

A hearing to approve the sale to Gramercy Alumina and Bauxite
Limited or the Qualified Bidder submitting the Prevailing Bid
will be held on July 19, 2004.

                        Return of Deposits

Each of the Qualified Bidders and Gramercy Alumina and Bauxite
Limited, other than the Prevailing Bidder, will be entitled to
the return of its deposit within two business days after the date
on which its final bid pursuant to the bidding and auction
procedures ceases to be binding.

                      Reservation of Rights

The Debtors reserve the right to impose -- at or before the
Auction and in consultation with their counsel and financial
advisors and the counsel and the financial advisors to the
Creditors Committee, the Asbestos Committee and the Future
Claimants Representative -- additional terms and conditions that
are not inconsistent in any material respect with the
contemplated express procedures.

The Debtors tell Judge Fitzgerald that the proposed Bidding
Procedures are tailored to specifically facilitate a timely and
productive sale of the Gramercy Assets.  Accordingly, the Debtors
ask the Court to approve the proposed Procedures.

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)  


LANTIS EYEWEAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lantis Eyewear Corporation
        aka Solargenics
        aka Family Optics
        aka Signet and Tommy Hilfiger Sunglasses
        461 Fifth Avenue
        New York, New York 10017

Bankruptcy Case No.: 04-13589

Type of Business: The Debtor is a leading designer, marketer and
                  distributor of sunglasses, optical frames and
                  related eyewear accessories throughout the
                  United States.  See http://lantiseyewear.com/

Chapter 11 Petition Date: May 25, 2004

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Jeffrey M. Sponder, Esq.
                  Riker, Danzig, Scherer, Hyland & Perretti, LLP
                  One Speedwell Avenue
                  Morristown, NJ 07962
                  Tel: 973-451-8514
                  Fax: 973-538-1984

Total Assets: $39,052,000

Total Debts:  $132,072,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Transwell Trading Limited     Trade debt              $3,105,539
c/o Kingmart Trading Co. Ltd
11F-1 No. 202 Sec 2 Yen Ping
North Road
Taipei 103 Taiwan Roc
Taiwan

Prohero Trading Co.           Trade debt              $2,749,024
14F No. 30 Chung Cheng
South Road
Yung Kang City R.O.C.
Tainan Hsien Taiwan

Soft-Ray Optical Corp.        Trade debt              $1,279,885
Nan-Yu Road Industry Park
Chung Li City No. 2-9
Taiwan

Futis Overseas Ltd.           Trade debt              $1,351,440
P.O. Box 7247-7249
6 Guangming ROAD
Xinglin Industrial Park
Xiamen 361022 China

Pacific Optical Co., Ltd.     Trade debt              $1,253,415
Room 803A, 8/F, West Coast
International Building
290-296 Un Chau Street HK

Ialin Optical Mfg Co.         Trade debt              $1,180,473
6F No. 201, Sec 2, Tiding Ave
Neihu Taiwan ROC

Sun Ray Optical Industrial    Trade debt                $997,240
Corp.
Tiao Ho Building 9Th floor
No.20 Chang Chun Road
P.O. Box 68-791 Taipei
Taiwan

Day Sun Industrial Corp.      Trade debt                $777,743
No.12 Lane 110, Sec 04,
His-Men Road Tainan
Taiwan ROC

Sun Hing Optical Manufatory   Trade debt                $395,211
Limited
27 Shing Yip St.
10/F Sunbeam Ctr. Unit 10
Kwun Tong Kowloon HK

GBS Corporation               Trade debt                $352,592
RM E. 14fl 1 No. 294
Sec 1 Tun HUA S. Road
Taipei Taiwan

Sun World International Inc.  Trade debt                $313,493
316 Roosevelt Avenue
Franklin Square
New York, NY 11010

Stephen Gould                 Trade debt                $299,814
35 South Jefferson Road
Whippany, NJ 07981

Commonwealth Opt. Mfy. Ltd.   Trade debt                $204,294

Pacific Data International    Trade debt                $182,052
Limited

Ultimate Display              Trade debt                $168,512
International

Evergreat International Ltd.  Trade debt                $162,431

Price Waterhouse Coopers LLP  Trade debt                $145,671

B&G Plastics                  Trade debt                $127,780

Kason Enterprises Limited     Trade debt                $113,365

A & H Mfg. Co.                Trade debt                $107,896


LEHMAN BROTHERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lehman Brothers, Inc.
        191 Foster Street
        New Haven, Connecticut 06511

Bankruptcy Case No.: 04-32327

Type of Business: The Debtor is a commercial printer and
                  engraver providing fine printing, engraving,
                  lithography, embossing thermography and foil
                  stamping services.

Chapter 11 Petition Date: May 13, 2004

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: Jed Horwitt, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: 203-368-4234

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Union Local One-L Amalgamated              $142,000
Lithographers of America,
Graphic Communication International
Union, AFL-CAL, c/o Ira Cure, Esq.

Lindenmeyr Munroe                           $21,662

B-P Products Company                         $8,013

Bittel Inc.                                  $5,949

Union Local One-L Amalgamated                $5,311
Lithographers of America,
Graphic Communication International
Union, AFL-CAL, c/o Ira Cure, Esq.

Blue Flame Oil Company                       $4,798

United Parcel Service                        $4,712

Rudolph Faust Inc.                           $4,173

Hartford Box Company                         $4,092

Pitman Company                               $4,018

Standard Ink & Color                         $3,750

New England Graphics                         $3,591

Galant, Edward, Esq.                         $3,150

HAP Engraving of NY Ltd.                     $2,847

ICARZ Incorporated                           $2,385

Richard Bauer & Co. Inc.                     $2,295

A.B. Dick/Multigraphics                      $2,030

Southworth Company                           $2,021

Valley Etching, Engraving Design             $1,952
Incorporated

Union Local One-L Amalgamated                $1,914
Lithographers of America,
Graphic Communication International
Union, AFL-CAL, c/o Ira Cure, Esq.


LUBRIZOL: S&P Gives $2B Sr. Unsecured Shelf Preliminary BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' preliminary
senior unsecured rating to Cleveland, Ohio-based Lubrizol Corp.'s
recently filed $2 billion Rule 415 shelf registration and placed
it on CreditWatch with negative implications. In addition,
Lubrizol's 'B' commercial paper rating has been withdrawn
following the company's termination of this program.

"Lubrizol is expected to use the proceeds raised under the shelf
registration to repay existing indebtedness, including debt that
Lubrizol incurs or assumes in connection with the pending
acquisition of Noveon Inc.," said Standard & Poor's credit analyst
Franco DiMartino.

The existing ratings on Lubrizol (BB+/Watch Neg/--) remain on
CreditWatch with negative implications, where they were placed on
April 16,2004, following the company's announcement that it had
signed an agreement to acquire Noveon for approximately $1.8
billion, the funding of which will initially be all cash. The
transaction is expected to close by the end of the second quarter
of 2004.

While the acquisition of Noveon will significantly extend
Lubrizol's product offerings in faster growth markets outside of
its core fluid additives for transportation segment, the
transaction results in a material reliance on leverage in the
company's capital structure. The acquisition will initially be
financed with a $2.1 billion bridge facility, which is expected to
be replaced within the next few months with proceeds from the
issuance of debt and approximately $400 million of common equity.
Standard & Poor's views management's decision to fund a meaningful
portion of the acquisition with equity as an important
demonstration of their commitment to credit quality, which would
result in an affirmation of the 'BB+' corporate credit rating.

Standard & Poor's will resolve the CreditWatch listing once the
company refinances its bridge facility with the proposed mix of
debt and equity. However, the ratings could be lowered further,
potentially by one notch to the 'BB' level, if concerns emerge in
advance of the completion of the permanent financing plan that
would elevate refinancing risk; if there is a material delay in
securing permanent financing, which would expose the company to
increased interest-rate risk; or if potential constraints on
the availability of funds in the equity market lead to a greater
use of debt funding.


MARY MCCLELLAN: Gets Okay to Tap Prudential Blake as Realtors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
gave its stamp of approval to Mary McClellan Hospital, Inc., to
retain Prudential Blake-Atlantic, Realtors as its realtors.

Founded in 1918, Mary McClellan Hospital served the residents of
southern Washington County and northern Rensselaer County.  The
hospital grew to encompass not only a 79-bed acute care hospital
but also a 40-bed skilled nursing facility and four primary care
outpatient clinics known as the McClellan Family Health Centers
and located in Cambridge, Greenwich, Salem and Hoosick Falls, New
York. Following recurring operating losses over a number of years,
Board of McClellan reluctantly concluded in March 2003 that
services could no longer be maintained.

The acute care hospital and its emergency room were closed in
April 2003; the skilled nursing facility was closed in May 2003
after its residents were moved to other nursing homes; and the
four Family Health Centers are now being operated by Glens Falls
Hospital. Fort Hudson Nursing Home in Fort Edward, Washington
County is increasing the number of nursing home beds it operates
to offset the loss of nursing home beds at McClellan.

The Debtor wishes to facilitate the final disposition of assets
and distribution of proceeds for the benefit of creditors and in
the interests of the community.

Prudential Blake has agreed to advertise the real property at the
broker's expense, to show the real property to interested parties,
to represent the Debtor as seller in connection with the sale of
the real property, and to advise Debtor with respect to obtaining
the highest and best offers available in the present market for
the real property. The real property is located at One Myrtle
Avenue, Cambridge, New York which is the main campus of the Debtor
and consists of approximately 128 acres and Dansforth Avenue in
Hoosick Falls, New York which consists of a building on
approximately 3 acres.

The Firm will be compensated with a:

   (a) 10% of the first $500,000;
   (b) 6% of any amount between $500,001 and $1,500,000; and
   (c) 5% of any amount exceeding $1,500,000.

Headquartered in Cambridge, New York, Mary McClellan Hospital,
Inc., a provided of health care services, filed for chapter 11
protection on February 6, 2004 (Bankr. N.D. N.Y. Case No. 04-
10657).  Christian H. Dribusch, Esq., represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $2,459,877 in assets and $7,907,344 in
debts.


MILLBROOK PRESS: Has Until Plan Confirmation to Decide on Leases
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Connecticut, Bridgeport Division, The Millbrook Press, Inc.,
obtained an extension of its lease decision period.  The Court
gives the Debtors until the confirmation of its Chapter 11 Plan of
Reorganization to decide whether to assume, assume and assign, or
reject its unexpired nonresidential real property leases.

Headquartered in Brookfield, Connecticut, Millbrook Press, Inc. --
http://www.millbrookpress.com/-- is a publishing children's non-
fiction books in hardcover and paperback for schools, libraries
and consumer markets.  The Company filed for chapter 11 protection
on February 6, 2004 (Bankr. Conn. Case No. 04-50145).  Jed
Horwitt, Esq., at Zeisler and Zeisler represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $8,000,000 in total assets and $9,000,000
in total debts.


MINORPLANET SYSTEMS: Committee Brings-In J.H. Cohn as Advisors
--------------------------------------------------------------
The Official Unsecured Creditors' Committee for the chapter 11
cases of Minorplanet Systems USA, Inc., sought and obtained
approval from the U.S. Bankruptcy Court for the Northern District
of Texas, Dallas Division, to employ J.H. Cohn LLP as its
financial advisors and forensic accountants

In this retention, J.H. Cohn will:

   (a) providing support, analysis and advice to the Committee
       and its counsel related to the above-referenced cases;

   (b) assisting the Committee with respect to understanding
       intercompany activity;

   (c) assisting the Committee with respect to understanding
       transfers within the corporate group and with respect to
       former and current insiders;

   (d) providing forensic accounting services to identify the
       extent to which related or third parties benefited to the
       detriment of unsecured creditors;

   (e) assisting and advising the Committee in determining the
       feasibility of Debtors' long-term cash flow projections;

   (f) assisting and advising the Committee in monitoring the
       Debtors' current financial condition;

   (g) assisting and advising the Committee in reviewing
       Debtors' historical financial information;

   (h) assisting and advising the Committee in reviewing
       proposed financing commitments;

   (i) assisting and advising the Committee in reviewing the
       Debtors' expense structure and identifying opportunities
       for further reductions;

   (j) assisting and advising the Committee in identifying
       and evaluating strategies to maximize the value of the
       estate;

   (k) assisting the Committee with respect to understanding
       cash management; and

   (l) performing such other financial advisory, forensic
       accounting, and other related services as the Committee
       may request from time to time.

J.H. Cohn is a "disinterested person", as defined in Section
101(14) of the Bankruptcy Code and required by Section 1103(b) of
the Bankruptcy Code.  

Bernard A. Katz, reports that his firm will bill the Debtors'
estates in its current hourly rates of:

         Designation        Billing Rate
         -----------        ------------
         Senior Partner     $495 per hour
         Partner            $425 per hour
         Director           $385 per hour
         Senior Manager     $330 per hour
         Manager            $300 per hour
         Supervisor         $275 per hour
         Senior Accountant  $230 per hour
         Staff Accountant   $175 per hour
         Paraprofessional   $120 per hour

Headquartered in Richardson, Texas, Minorplanet Systems USA, Inc.
-- http://www.minorplanetusa.com/-- develops and implements  
mobile communications solutions for service vehicle fleets, long-
haul truck fleets and other mobile-asset fleets, including
integrated voice, data and position location services.  The
Company filed for chapter 11 protection on February 2, 2004
(Bankr. N.D. Tex. Case No. 04-31200).  Omar J. Alaniz, Esq., and
Patrick J. Neligan, Jr., Esq., at Neligan, Tarpley, Andrews and
Foley represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
both estimated debts and assets of over $10 million.


MIRANT CORP: Creditors' Committee Taps Shearman As New Counsel
--------------------------------------------------------------
John Dorans, Chairman of the Official Committee of Unsecured
Creditors of Mirant Corporation, et al., relates that on May 5,
2004, Simpson Thacher & Bartlett, LLP, sought the Court's
authority to withdraw as the Mirant Committee's counsel.  The
Mirant Committee believes that it is necessary and appropriate to
continue to retain co-counsel to advise it in these cases.  To
that end, the Mirant Committee contacted Shearman & Sterling,
LLP, and inquired if it is willing to serve as co-counsel to the
Mirant Committee.  Shearman had indicated its willingness to
serve as the Mirant Committee's co-counsel and the Prepetition
Agents have agreed to release Shearman from its Prepetition Agent
Engagement.

According to Mr. Dorans, the Mirant Committee selected Shearman
based on the firm's significant expertise in the bankruptcy,
restructuring and energy fields, as well as in matters involving
derivative financial instruments and corporate matters generally,
and the firm's strong familiarity with these cases.

Accordingly, the Mirant Committee seeks the Court's authority to
retain Shearman as its co-counsel, effective as of May 5, 2004.

Shearman' representation of the Mirant Committee, as co-counsel
with Andrews Kurth, LLP, will include:

   (a) advising and consulting with the Mirant Committee
       concerning:

       -- legal questions arising in administering the Debtors'
          estates; and

       -- unsecured creditors' rights and remedies in connection
          with the estates;

   (b) analyzing the various facets of the Debtors' assets and
       liabilities, including present and historical matters and
       inter-company relationships;

   (c) working with the Debtors concerning the administration of
       these Chapter 11 cases;

   (d) preserving, protecting and maximizing the value of the
       Debtors' assets;

   (e) preparing pleadings, motions, answers, notices, orders,
       and reports that are necessary or required for the
       protection of the Mirant Committee's interest and the
       orderly administration of the Debtors' estates;

   (f) working to formulate, prepare and confirm a Chapter 11
       plan of reorganization for the Debtors which maximizes
       value to creditors;

   (g) protecting and maximizing the value of MAGi's assets and
       business for the benefit of Mirant creditors; and

   (h) performing any and all other legal services for the
       Mirant Committee that the Committee determines are
       necessary and appropriate to faithfully discharge its
       duties or otherwise relevant to these Chapter 11 cases.

Fredric Sosnick, a partner at Shearman & Sterling, tells Judge
Lynn that Sherman will seek to be compensated for services
rendered at its regular hourly rates and reimbursed for all
reasonable out-of-pocket expenses.  Shearman's hourly rates of
its professionals are:

   Partners                  $620 - 770
   Associates and counsel     225 - 560
   Legal Assistants           120 - 150

Mr. Sosnick discloses that Shearman has served as counsel to the
Prepetition Agents in connection with these cases.  Shearman's
involvement since the inception of these cases makes the firm
uniquely qualified to fill the vacancy created by the withdrawal
of Simpson Thacher.  The Prepetition Agents have released
Shearman from the engagement so that it may be retained by the
Mirant Committee.  Shearman will resign from the Prepetition
Agent Engagement effective upon the approval of its employment
with the Mirant Committee.

According to Mr. Sosnick, Shearman, through attorneys located in
its Hong Kong and Singapore offices, represented Mirant Asia-
Pacific Ltd., a non-debtor Mirant affiliate, in matters unrelated
to these cases.  In connection with the Prepetition Agent
Engagement, Shearman implemented an ethical screening wall that
has been in place since February 2003.  Shearman has informed
MAPL that it will cease representing it on an ongoing basis,
although the firm will endeavor to assist MAPL in transitioning
files and other knowledge to new counsel MAPL will designate.  
Moreover, Shearman will continue to maintain an ethical screening
wall between the attorneys at Shearman who were previously
involved in the MAPL representation and those who will represent
the Mirant Committee.  In addition, since Shearman is proposed to
be co-counsel with Andrews & Kurth, in the event the Mirant
Committee becomes adverse to MAPL, the Mirant Committee believes
that Andrews & Kurth would be in a position to advise it in
connection therewith.

Mr. Sosnick adds that Shearman had prepetition representation of
certain underwriters of the Debtors' securities although each of
the Underwriting Representations were terminated prior to the
Petition Date.  Even though Shearman does not qualify as a
"disinterested person" by virtue of those representations, Mr.
Sosnick assures the Court that that fact is not relevant to
Shearman's fitness to serve as counsel to the Mirant Committee.

Mr. Sosnick points out that based on the permissive nature of
Section 328(c) of the Bankruptcy Code, courts have allowed
compensation for professionals that were not "disinterested
persons" particularly when the professionals had disclosed all
potential conflicts and an actual conflict did not exist.  

Mr. Sosnick asserts that adequate disclosure of potential
conflicts has been made and no actual conflict exists.  Moreover,
Mr. Sosnick argues that no actual conflict could exist as a
result of the Underwriting Representations because even if the
Mirant Committee were to elect to pursue a course of action
against the underwriters, Andrews & Kurth would be in a position
to advise the Mirant Committee in this connection.

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)


MULTICANAL: Involuntary Bankruptcy Petition Hearing is on June 2
----------------------------------------------------------------
A hearing to consider dismissal of the involuntary petition filed
against Multicanal S.A. by Argentinian Recovery Company LLC, WRH
Global Securities Pooled Trust and Willard Alexander, is scheduled
to commence on June 2, 2004, at 10:00 a.m. before the Honorable
Allan L. Gropper in Room 617 of the U.S Bankruptcy Court for the
Southern District of New York.

Responses or objections to the dismissal by parties other than the
involuntary petitioners and their affiliates must be filed with
the Court with a courtesy copy delivered to the Honorable Allan L.
Gropper and served to Multicanal S.A. and the involuntary
petitioners no later than 5:00 p.m. on or before May 25, 2004.

Copies of the involuntary petition and the alleged debtor's
answers may be requested from:

                    Kurt A. Mayr, Esq.
                    Cleary, Gottlieb, Steen & Hamilton
                    One Liberty Plaza
                    New York, New York 10006
                    Telephone (212) 225-2112
                    kmayr@cgsh.com

Multicanal S.A. is an Argentinean multiple cable systems operator
with its principal operations in Argentina and smaller operations
in Uruguay and Paraguay. Grupo Clarin SA owns Multicanal. See
http://www.multicanal.com.ar/

The Involuntary Petition (Bankr. S.D.N.Y. Case Number: 04-10523)
was filed on January 28, 2004.  Michael Foreman, Esq. of Proskauer
Rose LLP serves as counsel to the Petitioners.  The alleged
debtor's counsel is Lindsee Paige Granfield, Esq. at Cleary,
Gottlieb, Steen & Hamilton. The petitioners assert a claims
totaling $160,071,024.


NATIONAL CENTURY: Liberty National Wins Bid for Lincoln Hospital
----------------------------------------------------------------
Other interested purchasers of the Lincoln Hospital Medical
Center have stepped forward.  Accordingly, at the Official
Committee of Unsecured Creditors' behest, Judge Calhoun ordered
that an auction be conducted to determine the winning bidder for
the Hospital Property.

Judge Calhoun established competitive bidding and auction
procedures for the Hospital Property Sale.  The Court also
directed the National Century Financial Enterprises, Inc.
Debtors to serve a notice of the proposed sale of the Hospital
Property and related auction procedures.  The Sale Notice
described:

   * the assets being sold;

   * the minimum competing bid;

   * the $25,000 minimum bidding increment for the Auction;

   * Promise Hospital's and other parties' rights to participate
     in the auction sale, and to make higher and better offers;
     and

   * a description of the competitive bidding procedures.

The Debtors conducted the auction in April 2004.  At the
conclusion of the Auction, Liberty National Enterprises, L.P.
emerged as a winning bidder.

At the sale hearing, the Court determined that:

   (a) notice of the Motion, the Auction Sale and the Sale
       Hearing was sufficient;

   (b) the Debtors complied with the Competitive Bidding
       Procedures; and

   (c) Liberty National Enterprises, L.P., is a good faith
       purchaser within the meaning of Section 363(m) of the
       Bankruptcy Code.

Judge Calhoun authorized the Debtors to sell the Hospital
Property to Liberty National, free and clear of all liens,
claims, encumbrances and other interests asserted in or against
the Hospital Properly other than the Permitted Exceptions.

The salient terms of the Lincoln Hospital Purchase Agreement are:

A. Property

   * Real property commonly known as 443 S. Soto Street, Los
     Angeles, California 90033;

   * All improvements, including all buildings and fixtures;

   * All easements, rights of way, and other rights appurtenant;

   * Any and all water rights appurtenant to the Property or in
     gross benefiting the Property;

   * All rights, privileges and related appurtenances to the
     Property and rights-of-way, improvements and fixtures,
     easements and other rights in gross benefiting the Property;

   * All mineral rights not previously severed from the Property,
     and any and all rights and benefits accruing under any lease
     of the rights;

   * All rights appurtenant to the Property for ingress and
     egress from and to public roads; and

   * All other rights including rights to develop the Property
     and any and all other rights which are beneficial to the
     ownership, use or development of the Property currently held
     by the Debtors.

   The Debtors will also convey to Liberty National their fee
   simple interest in the Hospital Property, subject only to,
   among others:

   (1) the current real property taxes not yet delinquent;

   (2) a deed of trust for the benefit of United National Bank;

   (3) any sublessee rights of Millennium Health Group, Inc.,
       remaining after the termination of the Debtors' lease
       agreement with Millennium.

B. Purchase Price

   Liberty National will purchase the Property for an amount
   equal:

   (a) the amount necessary to satisfy delinquent real property
       taxes and assessments due as of the close of escrow --
       estimated to be $51,843 as of April 30, 2004.  The amount
       will be payable to the Los Angeles County Tax Collector;
       plus

   (b) the amount acknowledged by UNB in writing prior to close
       of escrow to be necessary, as of the Closing, to cure and
       reinstate the indebtedness secured by the UNB Deed of
       Trust -- estimated to be $113,000 as of February 2004.
       The amount will be payable to UNB; plus

   (c) $300,000 payable to National Century Financial
       Enterprises, Inc.

C. Deposits by Liberty National

   At least one day before the Closing Date, Liberty National
   will deposit into Escrow:

   (a) the Purchase Price plus the amount necessary to pay
       Liberty National's expenses, less the Deposit; and

   (b) All other sums and documents required by Commonwealth Land
       Title Company, the escrow holder, to be deposited by
       Liberty National to carry out this escrow.

D. Deposits by the Debtors

   On or before the Closing Date, the Debtors will deposit into
   Escrow:

   (a) a Quitclaim Deed;

   (b) a Non-Foreign Status Affidavit; and

   (c) All other documents required by Escrow Holder to be
       deposited by the Debtors to carry out the Escrow.  Except
       for the Non-Foreign Status Affidavit, however, the Debtors
       will not be required to provide any affidavit,
       declaration, or indemnification to Escrow Holder.

E. Costs of Closing

   Liberty National will bear all title, escrow and other closing
   costs:

   (a) Buyer Expenses

       At the Closing, Liberty National will pay:

          (i) all costs and expenses of preparing, acknowledging
              and recording the Quitclaim Deed;

         (ii) all of the premium for the Title Policy and escrow
              fees;

        (iii) all costs and fees incurred in connection with the
              ALTA survey, if any;

         (iv) all documentary and transfer taxes due, if any, on
              the transfer of the Property; and

          (v) all real property taxes and assessments assessed
              against the Property.

   (b) Payment from Deposit

       If the Purchase Agreement is terminated for any reason and
       Liberty National is entitled to a return of its Deposit,
       and at that time Liberty National has not paid any
       expenses for which Liberty National is responsible, the
       Debtors are authorized to pay all the expenses from the
       Deposit and to return to Liberty National the Deposit less
       the total of all the expenses.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEXTEL COMMUNICATIONS: CEO Reaffirms Full-Year 2004 Guidance
------------------------------------------------------------
Speaking at the Lehman Brothers Global Wireless Conference, Nextel
Communications Inc. (NASDAQ:NXTL) President and CEO Tim Donahue
will reaffirm the company's full-year 2004 guidance. Donahue will
also emphasize his staunch support for the Consensus Plan, which
is a fully funded, comprehensive solution to eliminate public
safety radio interference at 800MHz.

"Coming off a strong first quarter, we see Nextel's robust
business trends continuing. We are firmly on track to achieve our
2004 guidance," stated Donahue.

Regarding the Consensus Plan, which is currently pending before
the Federal Communications Commission, Donahue will declare his
steadfast support:

"Over the past three years, we have worked tirelessly, arm in arm
with the public safety community to resolve this interference
issue. Together, we have submitted a sound and fair proposal that
holds public safety paramount while respecting the needs of our
stockholders," said Donahue. "Those that stand in the Plan's way,
only seek to derail a balanced compromise in favor of their
private interests. I am confident the FCC will do the right thing
by adopting the Consensus Plan."

Nextel provides differentiated wireless services to almost 14
million high-value subscribers, including subscribers of Boost
Mobile(SM) pre-paid service. The company continues to enhance its
Push To Talk(SM) service with the launching of International
Direct Connect(SM) -- the long-range digital walkie-talkie service
that provides under-a-second digital walkie-talkie connections
between the United States, Brazil, Argentina and Peru as well as
between the United States and Canada and soon Mexico. Nextel is
also preparing to launch a new line of exciting wireless phones
that includes a camera phone, a Smartphone and the smallest and
sleekest iDEN phone ever made.

Nextel is a nationwide digital wireless service provider with more
than 12 million predominantly business and public sector users at
the end of 2003. The company offers an integrated package of
services, including cellular telephony, digital two-way radio,
paging, data, and advanced text messaging. Nextel is a holding
company with an intermediate subsidiary that owns various
operating subsidiaries involved in providing services and spectrum
licensing. Over the past several years, the company has
diversified away from cyclical industries into non-cyclical
industries. Nextel exclusively uses Motorola's iDEN technology
because it allows the company to provide services over its
noncontiguous special mobile radio frequencies. The company
currently has a proposal to swap some spectrum with the public
safety sector in order to address interference-related issues, and
has offered to provide the sector with up to $850 million in
assistance over several years. This proposal is still under FCC
review and is being challenged by several competitors.

                       *   *   *

As reported in the Troubled company Reporter's March 24, 2004
edition, Standard & Poor's Ratings Services raised its ratings on
Reston, Va.-based wireless carrier Nextel Communications and
intermediate subsidiary Nextel Finance Co. The corporate credit
rating was raised to 'BB+' from 'BB-'. The outlook is positive.

Standard & Poor's assigned its 'BB' rating to the $500 million
5.95% senior redeemable notes due 2014 issued as a shelf
drawdown by Nextel. Proceeds are expected to refinance debt. The
rating on these notes is one notch below the corporate credit
rating because the amount of priority obligations relative to
estimated enterprise value are modestly below Standard & Poor's
30% threshold for a two-notch differential. The outlook remains
positive. Pro forma for the notes, total debt was about
$10.2 billion ($11.5 billion after adjusting for operating leases)
at Dec. 31, 2003.

"The upgrade reflects a significantly improved expectation that
Nextel will be able to maintain a competitive edge in the next few
years with its differentiated service offerings (i.e., push-to-
talk [PTT] and customized applications)," said Standard & Poor's
credit analyst Michael Tsao. This expectation is driven by
Standard & Poor's assessment that other wireless carriers that
have either rolled out or are planning to introduce PTT-type
service will unlikely target Nextel's entrenched business and
public sector subscriber base for some time due to the dependence
of this base on Nextel's exclusive network for access to critical
user groups. The extent of this dependency is illustrated by the
fact that Verizon Wireless has only enjoyed very limited success
to date with its PTT-type service introduced in August 2003.


NEXTEL PARTNERS: S&P Assigns & Affirms Low-B Debt Ratings   
---------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' bank loan
rating, along with a recovery rating of '3', to the $800 million
senior secured credit facility of Nextel Partners Operating Corp.,
a wholly owned subsidiary of Kirkland, Washington-based wireless
carrier Nextel Partners Inc.

In addition, a 'B-' rating has been assigned to Nextel Partners'
$25 million 8.125% senior notes due 2011, issued under Rule 144A
with registration rights.
     
The rating on Nextel Partners' senior unsecured debt was affirmed
at 'B-' and removed from CreditWatch, where it was placed with
positive implications May 7, 2004. The 'B+' corporate credit
rating also was affirmed. The outlook remains stable.

Nextel Partners used the new credit facility, proceeds from the
new notes, and about $60 million of cash to refinance its $475
million bank facility and about $350 million of 11% senior notes
due 2010. As a result of the refinancing, the ratings on the $475
million bank facility and the 11% senior notes due 2010 have been
withdrawn. Nextel Partner's unsecured debt rating was on
CreditWatch with positive implications due to the possibility that
this rating could be raised to 'B' in the event that the
refinancing would either involve minimal additional secured debt
or be aborted altogether. However, the unsecured debt rating
remains two notches below the corporate credit rating given the
substantial bank debt used in the refinancing. Pro forma for the
refinancing, consolidated debt at Nextel Partners was about
$1.64 billion (about $1.84 billion after adjusting for operating
leases).

"The rating on Nextel Partners is dominated by financial risks
associated with the company's still aggressive leverage, which was
about 5.5x debt to annualized EBITDA (about 5.8x after adjusting
for operating leases) for the quarter that ended in March 2004,"
said Standard & Poor's credit analyst Michael Tsao. "The high
leverage is mainly a legacy of the company's use of substantial
debt to finance the building of a network and operating losses
that typically occur in the early stages of a business. Somewhat
mitigating these risks is Nextel Partners' good competitive
position, and solid EBITDA and free cash flow prospects."

Nextel Partners was established to construct and operate digital
wireless communications services under Nextel Communications'
brand name in midsize and smaller cities throughout the U.S. Many
of these markets are contiguous to Nextel Communications' existing
properties. Like Nextel Communications, Nextel Partners
exclusively uses Motorola's iDEN technology, which allows wireless
services to be provided over lower special mobile radio
frequencies. At the end of first-quarter 2004, there were about
1.3 million subscribers, with a substantial mix of these in the
construction, transportation, manufacturing, government, and
services sectors. Although Nextel Communications owns about 31% of
Nextel Partners, it does not provide any credit support to the
company.


OGLEBAY NORTON: Files Disclosure Statement with Del. Bankr. Court
-----------------------------------------------------------------
Oglebay Norton Company (Other OTC: OGLEQ) and its subsidiaries
have filed a disclosure statement in the United States Bankruptcy
Court for the District of Delaware in Wilmington. A hearing to
approve the adequacy of the disclosure statement is expected to be
scheduled in July 2004.

The Company earlier filed its plan of reorganization, which lays
out how creditors will be paid. The plan is subject to review and
approval by certain creditors of the Company and by the Court. A
hearing on confirmation of the plan is expected to take place in
September 2004.

On May 14, 2004, the Company filed a registration statement with
the Securities and Exchange Commission relating to the offer and
sale of Class A convertible preferred stock, the proceeds of which
would be used to supply financing required to support the plan of
reorganization.

"Filing the disclosure statement, the plan of reorganization and
the registration statement demonstrate our continued progress
towards our goal to emerge from chapter 11 on an expedited basis,"
said Michael D. Lundin, president and chief executive officer.

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

There can be no assurance that the plan of reorganization will be
adopted. Investments in the Company's existing securities remain
highly speculative.

                     About Oglebay Norton

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. The Company has approximately
1,770 full-time and part-time hourly and salaried employees in 13
states.

On February 23, 2004, the Company and its wholly owned
subsidiaries filed voluntary petitions under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington to complete the financial
restructuring of its long-term debt.


OLD UGC: Wants to Stretch Plan Exclusivity Period through Aug. 9
----------------------------------------------------------------
Old UGC, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to extend its exclusive periods to file a
chapter 11 plan of reorganization and solicit acceptances of that
plan.  The Debtor tells the Court that it needs until August 9,
2004, to prepare and deliver a chapter 11 plan and wants until
October 11, 2004 to solicit acceptances from creditors.  

The Debtor reports that its case is large and complex with over
$1.2 billion in liabilities. Notwithstanding this complexity,
since filing the petition the Debtor has made substantial progress
toward reorganization, including:

   -- timely filing of its schedules and statement of financial
      affairs required pursuant to 11 U.S.C. Sec. 521(1);

   -- the Section 341 Meeting of Creditors was held and concluded;

   -- an initial bar date was established and, at the request of
      the Committee to provide creditors with information about
      the Debtor's prior names, a supplemental bar date was set
      for June 1, 2004, and additional notice was recently sent to
      creditors;

   -- holding multiple meetings with the Committee and its
      counsel regarding all aspects of the case and the
      potential structure of a plan of reorganization; and

   -- inking a stipulation with its landlord regarding an
      extension of the period within which to assume or reject
      its headquarters lease, and anticipating reaching an
      agreement with the landlord regarding the treatment of the
      lease.

Headquartered in Denver, Colorado, Old UGC, Inc.--
http://www.UnitedGlobalcom.com-- is one of the largest broadband  
communications providers outside the United States and provides
full range of video, voice, high-speed Internet, telephone and
programming services. The Company filed for chapter 11 protection
on January 12, 2004 (Bankr. S.D.N.Y. Case No. 04-10156).  David A.
Levine, Esq., at Cooley Godward, LLP and Jay R. Indyke, Esq., at
Kronish Lieb Weiner & Hellman, LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $846,050,022 in total assets and
$1,371,351,612 in total debts.


OMNICARE: S&P Puts Ratings on Negative Watch After Purchase Offer
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Omnicare
Inc., including the 'BBB-' corporate credit ratings, on
CreditWatch with negative implications after the long-term care
pharmacy provider disclosed an all-cash offer to purchase
competitor NeighborCare Inc.

At the same time, the ratings on NeighborCare, including the 'BB-'
corporate credit rating, were also placed on CreditWatch with
negative implications, as the pro forma combination is likely to
have a markedly weaker financial profile than NeighborCare. The
purchase price of $1.5 billion includes the assumption or
repayment of a $250 million NeighborCare debt issue. Estimating
the effect of additional debt and not assuming any cost savings,
total debt to EBITDA is expected to rise to over 4x, while funds
from operations to total debt will fall to less than 15%.

"We expect to meet with Omnicare management to determine what cash
flow benefits can be realized and the ultimate nature of the
financial structure of the combined company before resolving the
CreditWatch listing," said Standard & Poor's credit analyst David
Lugg.


PACIFIC GAS: California Senate Passes Bill to Securitize Assets
---------------------------------------------------------------
The California State Senate on May 24, 2004 passed Senate Bill 772
by Senator Debra Bowen by a vote of 33-0. The legislation
authorizes a dedicated rate component to securitize Pacific Gas
and Electric Company's $2.21 billion after tax regulatory asset
established by the December 2003 settlement agreement to resolve
the company's Chapter 11 case.

"By allowing us to refinance a portion of our existing costs, SB
772 will provide savings to all of our current and future electric
customers -- potentially up to $1 billion over the nine-year life
of the bonds it authorizes," said Daniel D. Richard, Pacific Gas
and Electric Company's senior vice president of public affairs.
"If the refinancing is successful, our customers would directly
benefit from the lower financing and tax costs associated with the
securitized dedicated rate component. This is another solid,
positive step toward California's economic recovery.

"The passage of SB 772 is a result of a collaborative effort,"
added Richard. By partnering with The Utility Reform Network and
the California Public Utilities Commission, we were able to create
the opportunity for additional customer savings."

Earlier this month, the Assembly passed SB 772 by a vote of 69-2.
After clearing the Senate, the bill now goes to the Governor's
desk for action.

In addition to authorizing legislation, the following other
conditions must be met before a refinancing can occur:

  --  The CPUC determines that, on a net present value basis,
      the refinancing would save customers money over the term of
      the securitized debt compared to the regulatory asset.

  --  The refinancing will not adversely affect the utility's
      issuer or debt credit ratings.

  --  The utility obtains a private letter ruling from the
      Internal Revenue Service confirming that neither the
      refinancing nor the issuance of the securitized debt is a
      presently taxable event.

Assuming these conditions are met, the utility is permitted to
complete the refinancing in up to two tranches up to one year
apart. Whether there would be one or two tranches, and the amount
of each tranche, will be determined in part by the amount and
timing of any energy supplier refunds that are determined to be
due to the utility in the ongoing proceeding at the Federal Energy
Regulatory Commission.

NOTE: The timing of a successful refinancing depends on many
factors, including when and if the remaining conditions are
satisfied. The up to $1 billion in savings is an estimate based on
current financial conditions.


PARMALAT GROUP: U.S. Debtors Want More Time To Remove Actions
-------------------------------------------------------------
Since the Petition Date, the Parmalat U.S. Debtors' management has
expended substantial efforts responding to many matters that are
incident to the commencement of any Chapter 11 case.  Numerous
exigencies requiring attention have had to be "prioritized" so
that those most urgent would receive the attention necessary to
resolve them.  As a result, the Debtors have not had an
opportunity to thoroughly examine whether any pending prepetition
actions exist that should be removed and, if appropriate,
transferred to the U.S. District Court for the Southern District
of New York.

Thus, the U.S. Debtors ask the Court to extend the time within
which they may file notices of removal under Rule 9027(a) of the
Federal Rules of Bankruptcy Procedure, until the date an order is
entered confirming a plan of reorganization in their cases.

On the Petition Date, the Debtors were parties to many civil
actions and proceedings in a variety of state and federal courts.  
Pursuant to Section 362(a) of the Bankruptcy Code, the Civil
Actions were automatically stayed from further prosecution.

The extension will afford the U.S. Debtors an opportunity to make
fully informed decisions concerning the removal of all actions
and will assure that they do not forfeit their valuable rights
under 28 U.S.C. Section 1452.  Pursuant to 28 U.S.C. Section
1452(a):

      "A party may remove any claim or cause of action in a
      civil action other than a proceeding before the U.S.
      Tax Court or a civil action by a governmental unit to
      enforce the governmental unit's police or regulatory
      power, to the district court for the district where
      such civil action is pending, if such district court
      has jurisdiction of the claim or cause of action
      under 28 U.S.C. Section 1334."

Rule 9027 sets forth the time periods for the filing of notices
to remove claims or causes of action, and provides, in pertinent
part that:

     "If the claim or cause of action in a civil action is
      pending when a case under the [Bankruptcy] Code is
      commenced, a notice of removal may be filed only within
      the longest of --

      (A) 90 days after the [Petition Date],

      (B) 30 days after entry of an order terminating a stay,
          if the claim or cause of action in a civil action
          has been stayed under Section 362 of the [Bankruptcy]
          Code, or

     (C) 30 days after a trustee qualifies in a Chapter 11
         reorganization case but not later than 180 days
         after the [Petition Date]."

Rule 9006 permits the court to enlarge a debtor's removal period
for cause.

According to Gary T. Holtzer, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the U.S. Debtors are continuing to review their
records to determine whether they should remove any Civil
Actions.  Because there are many Civil Actions, and because the
Debtors' key personnel are assessing these lawsuits while being
actively involved in the reorganization process, the Debtors
require additional time to consider any benefit that may result
from filing notices of removal in the Civil Actions.  The Debtors
believe that the proposed extension will provide sufficient
additional time to allow them to exercise sound business
judgment.

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)   


PHOTRONICS: S&P Affirms Low-B Ratings & Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Brookfield, Connecticut-based Photronics Inc. to stable
from negative, and affirmed its 'BB-' corporate credit rating and
'B' subordinated debt rating on the company.

"The revised outlook reflects the company's improving financial
prospects during the semiconductor industry's cyclical upswing, as
well as benefits from cost reduction actions in recent quarters,"
said Standard & Poor's credit analyst Bruce Hyman. Ratings
continue to reflect the challenges of international growth and the
company's ongoing acquisition strategy in a rapidly changing
competitive marketplace, partly offset by the company's moderate
financial profile and strong position in an evolving niche market.
Photronics is a leading supplier of photomasks used to make
semiconductors. It had $390 million of debt outstanding, including
capitalized operating leases, at April 30, 2004.

The semiconductor photomask industry is consolidating around a
limited number of key independent suppliers, as major chip
manufacturers divest themselves of their photomask operations and
as smaller independent suppliers become less competitive.

Photronics has a strong position in North America and Asia,
although its European presence is somewhat weaker than that of its
principal independent competitor, DuPont Photomasks Inc. The
demand for photomasks is somewhat less volatile than that of other
semiconductor sectors. Still, increasing complexity and higher
costs of advanced masks have caused chipmakers to reduce
prototyping activity and their use of backup mask sets, while
industrywide pricing has become more aggressive.


PG&E NATL: NEG Identifies Multi-Million-Dollar Wrong Entity Claims
------------------------------------------------------------------
National Energy & Gas Transmission, Inc., identified 230 proofs
of claim filed in its Chapter 11 case that should have been filed
against other entities.

"The Wrong Entity Claims do not represent liabilities of NEG,"
Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, explains.  "If the Wrong Entity Claims are
not disallowed and expunged, then holders of Wrong Entity Claims
would receive recoveries to which they are not entitled.

The Wrong Entity Claims include:

   Claimant                           Claim No.    Claim Amount
   --------                           ---------    ------------
   Adam L. Hoffman                      00103        $6,805,670
   AIM Capital US High Yield Fund       00204         9,360,000
   AIM High Yield Fund                  00203       180,440,000
   AIM V.I. High Yield Fund             00202        18,200,000
   Black Diamond Offshore, Ltd.         00218         2,720,000
   Chevron USA Inc. & Chevron Energy    00593         5,389,790
   Double Black Diamond Offshore, Ltd.  00219        14,280,000
   Minnesota Life Insurance Company     00589        14,000,000
   PJM Interconnection                  00231         2,905,850
   Richard Bordeleau                    00155         1,983,983

NEG asks the Court to disallow and expunge the 230 Wrong Entity
Claims.

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)    


PILLOWTEX CORP: Asks Court To Fix Hollingsworth Bidding Procedures
------------------------------------------------------------------
Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, tells the Court that Hollingsworth GP's
proposal to purchase the North Carolina Facility will be subject
to the Court-approved Global Bidding Procedures established in
August 2003 to maximize the value of the Facility.

Pursuant to the Global Bidding Procedures, the Pillowtex
Corporation Debtors ask the Court to approve these specific terms
with regards to the sale of the North Carolina Facility:

   (a) The deadline for submitting objections to the proposed
       Break-Up Fee is June 1, 2004, at 4:00 p.m., prevailing
       Eastern Time.

   (b) The deadline for submission of competing bids is June 3,
       2004, at 4:00 p.m., prevailing Eastern Time.

   (c) The Initial Overbid Increment for competing bids will be
       $100,000.  Successive bidding increments will be $50,000.

   (d) The Auction will be held on June 9, 2004, at 3:30 p.m.,
       prevailing Eastern Time at the offices of Debevoise &
       Plimpton, at 919 Third Avenue, in New York, or another
       place as the Debtors will notify all Qualified Bidders.
       At the Debtors' sole discretion and at a Qualified
       Bidder's request, arrangement may be made for telephonic
       participation in the Auction.  If no Qualified Competing
       Bid is received by the Bid Deadline, then Hollingsworth
       will be the successful bidder for the Facility.

   (e) The hearing to consider the sale to the prevailing bidder
       will be held on June 10, 2004, at 9:30 a.m., prevailing
       Eastern Time, or as soon as counsel and interested parties
       may be heard.

The Debtors further propose that Hollingsworth's liability for
breach be limited to the amount of the Deposit.  Ms. Harris
admits that this specific provision represents a departure in the
Global Bidding Procedures.  The Debtors however believe that this
modification is appropriate, given Hollingsworth's concessions in
its negotiations and willingness to act as a stalking horse at
the Auction.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 64;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


POWERHOUSE TECHNOLOGIES: Absorbs Forward Solutions Subsidiary
-------------------------------------------------------------
PowerHouse Technologies Group, Inc. (Pink Sheets: PWHT), an
innovative developer of mobile computing solutions, announced that
it has absorbed its wholly-owned Forward Solutions, Inc.
subsidiary under the PowerHouse Technologies brand. The strategic
restructuring streamlines the Companies into a single entity,
creating a cohesive identity for PowerHouse Technologies and its
Migo product line. Effective immediately, the Migo product line
will be managed under the PowerHouse Technologies brand.

"The consolidation of Forward Solutions into PowerHouse
Technologies presents a unified front for the marketing, sales and
distribution of the Migo product line," said Chairman and Chief
Executive Officer Jay Elliot. "Under the new corporate structure
we can dedicate more time and resources to ensuring the success of
our Company and its products."

Migo -- http://www.4migo.com-- is a unique mobile computing  
system that has generated significant industry interest and
acclaim since being introduced in September 2003. The Migo, which
fits in a pocket or on a keychain, enables computer users to
easily transport and access their personalized desktop
environment, Outlook e-mail and files on any computer, allowing
the user to remain productive while on the go.

"The unification of Forward Solutions with PowerHouse Technologies
enables us to focus all of our attention on delivering superior
products to the market," said Joshua Feller, former president of
Forward Solutions and new president of PowerHouse Technologies,
Americas. "We expect to build on this momentum by announcing new
additions to our Migo product line of mobile productivity tools in
the near future."

The Company has also recently added several industry veterans to
an already strong and experienced management team, increased its
sales force presence across the country, and hired vertical market
specialists, including a national director of education programs.

Jim Duthie, a technology industry veteran with more than 25 years
of experience in sales and marketing, is one of the new additions
to the management team. Mr. Duthie, who previously served as vice
president of sales for MegaPath Networks, Inc., brings a track
record of building successful partnership and channel marketing
programs to PowerHouse Technologies. As PowerHouse Technologies'
vice president of sales, a key focus for Mr. Duthie will be the
development of a new channel partner program aimed at supporting
the Company's strategic partners in selling Migo into key vertical
markets, including the education and small/medium business
markets.

And, in a move to strengthen its presence in the education market,
PowerHouse Technologies recently hired Kimberly Liss as national
director of education programs. Ms. Liss, who holds a master's
degree in education and possesses a strong background in managing
and executing integrated marketing programs, comes to PowerHouse
Technologies from Qarbon, Inc.

           About PowerHouse Technologies Group, Inc.

Headquartered in San Ramon, Calif., PowerHouse Technologies Group,
Inc. -- whose December 31, 2003 balance sheet reflects a
stockholders' deficit of $778,890 -- acquires, develops and
markets computing software and infrastructure technologies that
improve the way mobile information is securely stored, carried and
accessed. PowerHouse delivers progressive, systems-based solutions
that address the accessibility and mobility of information
anytime, anywhere, with products such as the Migo, a revolutionary
mobile computing system. For more information, visit
http://www.powerhousetechnologies.info/


PRUSSIA ASSOCIATES: Has Until Sept. 21 to File Chapter 11 Plan
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, Prussia Associates, a Pennsylvania Limited
Partnership, obtained an extension of its exclusive periods.  The
Court gives the Debtors, until September 21, 2004, the exclusive
right to file their plan of reorganization and until November 20,
2004 to solicit acceptances of that Plan.

Headquartered in King of Prussia, Pennsylvania, Prussia
Associates, offers outstanding facilities and the highest levels
of service.  The hotel has all the amenities of an urban hotel in
a suburban park-like setting. The Company filed for chapter 11
protection on January 26, 2004 (Bankr. E.D. Pa. Case No.
04-11042). Lawrence G. McCMichael, Esq., and Martin J. Weis, Esq.,
at Dilworth Paxon LLP represent the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed over $10 million in both estimated debts and assets.


READER'S DIGEST: Cuts Financing Costs by Restructuring Term Loans
-----------------------------------------------------------------
The Reader's Digest Association, Inc. (NYSE: RDA) announced that
it has reduced its financing costs through a series of favorable
changes to its senior secured term loan facilities.

Following its successful offering of unsecured Senior Notes in
March 2004, RDA paid down a major portion of its term loans to
$437 million as of March 31. The reduction in total outstanding
term loan debt enabled RDA to restructure its remaining term loans
at significantly more favorable rates than the former
arrangements. In the restructuring, the company has reintroduced
bank term loans and has repriced and correspondingly reduced its
existing institutional term loans. Applicable interest rates under
the amended pricing grid have been reduced from the former LIBOR +
300 basis points to LIBOR + 200 basis points for both the bank and
institutional term loans. The amended term loan facility now
consists of roughly equal amounts of bank and institutional
lenders.

"We are gratified by the lenders' favorable reaction to our
continued strong cash flows, reduced leverage and diversified
capital structure," said Michael S. Geltzeiler, Senior Vice
President and Chief Financial Officer. "In addition to advancing
our goal to pay down term loan financing as quickly as possible,
these moves will result in several million dollars in interest
savings over the next few years."

                         About the Company

The Reader's Digest Association, Inc. (RDA) is a global publisher
and direct marketer of products that inform, enrich, entertain and
inspire people of all ages and cultures around the world. Its
revenues for the fiscal year ended June 30, 2003 were $2.5
billion. Global headquarters are located at Pleasantville, New
York. The company's Web site is at http://www.rd.com/

                        *   *   *

As reported in the Troubled Company Reporter's February 23, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
rating to Reader's Digest Association Inc.'s privately placed,
Rule 144A offering of $300 million senior unsecured notes due
2011. Proceeds from this offering are expected to be used to repay
a portion of outstanding debt under the company's term loan.

Standard & Poor's affirmed its ratings, including its 'BB'
corporate credit rating, on the company. The rating outlook
remains negative. Pleasantville, New York-based Reader's Digest
publishes the world's highest circulating, paid magazine and is a
leading direct marketer of books. Pro forma total debt as of
Dec. 31, 2003, was $806 million.

"The negative outlook reflects the company's currently lackluster
profitability and the modest cushion against the bank agreement's
maximum debt leverage covenant," said Standard & Poor's credit
analyst Hal Diamond. "Standard & Poor's would consider revising
the outlook to stable over the near to intermediate term if the
company is able to improve profitability and widen the cushion of
covenant compliance," Mr. Diamond added.


RELIANCE GROUP: Liquidator To Sell King County Land For $410,000
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of Pennsylvania, as
Liquidator of Reliance Insurance Company, asks the Commonwealth
Court for permission to sell a parcel of property located in King
County, Washington, to Life Care Centers of America, Inc.  The
Property is known as King County Tax Parcel 926500-0030-05 and
consists of 1.43 acres.  Local real estate agents refer to the
Property as Lot 3, West Campus Office Park.

RIC acquired the Property in 1993, as part of a larger land
acquisition.  RIC paid $1,500,000 for 5.73 acres of raw land,
which approximates $6.00 per square foot.

Life Care will pay $410,000, or $6.56 per square foot, including
a $25,000 initial deposit.  Life Care will accept the Property in
"as is" condition.  There were no other offers received for the
Property.  Life Care may seek site plan approval for the
construction of certain improvements on the Property at its cost,
with RIC obligated to cooperate.

Life Care is a privately held company engaged in the ownership,
operation and management of over 250 nursing care and
retirement/assisted living facilities throughout the United
States.  Life Care has over $500,000,000 in assets, has a net
worth of over $75,000,000 and has been profitable for the past
two years.

GVA Kidder-Matthews represented RIC as its broker.  Because the
sale included a co-broker, RIC will pay GVA Kidder-Matthews a 6%
commission, or about $24,600.

Jerome B. Richter, Esq., at Blank Rome LLP, in Philadelphia,
Pennsylvania, tells the Commonwealth Court that the Liquidator
retained the appraisal unit of Cushman & Wakefield to prepare an
appraisal report.  The report indicated that the fair market
value for the Property was $425,000.  As a result, the Liquidator
is confident that the terms of the transaction are fair to RIC,
and are in the best interests of the estate, the policyholders,
claimants and the general public.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RETAILER Z LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Retailer Z, LLC
        dba Home 101 Designer Linens & More
        3901 Gantz Road
        Grove City, Ohio 43123

Bankruptcy Case No.: 04-67615

Chapter 11 Petition Date: May 5, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  M. Denise Dotson, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  Suite 550, 3343 Peachtree Road, North East
                  Atlanta, GA 30326
                  Tel: 404-262-7373

Total Assets: $1,798,388

Total Debts:  $3,075,062

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Seabury Enterprises LLC                    $283,613
78 South Regent Street
Port Chester, NY 10573

Rainbow Linens, Inc.                       $122,881

GlobalArch                                  $85,025

TGS Realty Inc.                             $80,276

Litemor                                     $54,252

Prime Ret.                                  $37,852

Perfect Fit Industries, Inc.                $36,717

Twin Modal, Inc.                            $36,293

Casino Factory Shoppes, LLC                 $35,733

Pacific Coast Feather Company               $33,182

Jeff Cohen                                  $30,000

Image Packaging                             $29,835

Gursky & Ederer                             $29,367

Columbine Cody Corporation                  $25,909

West Coast Signs, Inc.                      $21,963

Bardwill Linens                             $19,502

WaterMark Place                             $18,357

Lacey Mills                                 $18,119

Signmasters, Inc.                           $15,106

United Healthcare of Georgia, Inc.          $13,941


RURAL/METRO: Continues as Exclusive Fire Protection Provider in AZ
------------------------------------------------------------------
Rural/Metro Corporation (Nasdaq: RURLC) has been awarded a five-
year renewal contract to continue as the exclusive provider of
fire protection and emergency medical transportation services to
the Town of Fountain Hills, Arizona.

The contract term starts July 1, 2004 and is valued at $2.4
million in its first year. The contract contains a 5-percent
annual rate escalator for each subsequent year.

Jack Brucker, President and Chief Executive Officer, said,
"Rural/Metro's years of experience, knowledge of the community and
ability to provide exceptional emergency services have created a
solid foundation on which we can build in the future. We have a
significant commitment to the citizens of Fountain Hills and look
forward to many years of excellent service."

Rural/Metro Fire Department has been the exclusive provider of
fire protection and emergency medical transportation services in
Fountain Hills for more than 30 years. The Town of Fountain Hills
spans 17 square miles east of metropolitan Phoenix and is home to
more than 20,000 residents.

Barry Landon, President of the company's Arizona Fire and EMS
operations, said, "We are pleased to continue serving the fire and
EMS needs of Fountain Hills. Our employees share a long history of
dedication to the community, and they are prepared to meet the
town's growing fire and EMS needs in the future."

                         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/


SCOTT CRANE RENTAL: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Scott Crane Rental Corp.
        11669-2 Philips Highway
        Jacksonville, Florida 32256

Bankruptcy Case No.: 04-04738

Type of Business: The Debtor offers Crane Rental Services.

Chapter 11 Petition Date: May 7, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Richard R. Thames, Esq.
                  Stutsman & Thames, P.A.
                  121 West Forsyth Street, Suite 600
                  Jacksonville, FL 32202
                  Tel: 904-358-4000

Total Assets: $1,934,032

Total Debts:  $1,686,731

Debtor's 16 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
AmSouth Bank                                $35,000

M.D. Moody & Sons, Inc.                     $15,088

Thompson Equipment Repair, Inc.             $13,480

Gear & Wheel Mobile Repa                    $12,900

Florida Mechanical Systems                   $8,028

BellSouth Advertising                        $5,010

Ford & Harrison, LLP                         $3,996

Gate Fuel Service, Inc.                      $3,515

Jacksonville Crane & Machinery, Inc.         $2,300

Lundy's Tire Service, Inc.                   $2,012

Johnson's Crane Service, Inc.                $1,518

Allen's Towing Service                       $1,070

Battery Depot, Inc.                            $720

J&H Investments                                $662

Amason's Septic Tank                           $528

Waste Mgmt. of Jacksonville                    $242


SK GLOBAL: Capital Research is SK Corp.'s 3rd Biggest Shareholder
-----------------------------------------------------------------
Capital Research & Management Co. bought a 6.72% stake in SK
Corp. to become the South Korean oil refiner's third-biggest
single shareholder, In-soo Nam of Bloomberg News reports.

Los Angeles-based Capital Research disclosed in a regulatory
filing in Seoul, Korea, that it bought 8.53 million shares of SK
Corp. stock in batches on the Korea Stock Exchange, at a price
between 38,000 won and 49,000 won per share. (SK Global Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SPIEGEL GROUP: Pangea Advances $58.6 Million Offer for Catalog
--------------------------------------------------------------
The Spiegel Group announced that, as part of its ongoing
restructuring process, it has reached an agreement with Pangea
Holdings Limited to acquire substantially all the assets of its
Spiegel Catalog business.

Bill Kosturos, interim chief executive officer and chief
restructuring officer of The Spiegel Group, said, "This action is
an important step as we continue to make progress toward
developing a plan of reorganization, while focusing on maximizing
the value of the estate for our creditors."

Geralynn Madonna, president and chief executive officer of Spiegel
Catalog, said, "I am very pleased that we were able to reach this
agreement with Pangea. Again, I want to thank the Spiegel Catalog
employees who worked so hard this past year to reposition the
Spiegel brand. In January of this year, we introduced a redesigned
Spiegel Catalog -- providing today's busy woman the ultimate 'idea
resource' and a one-stop shopping destination. We will work
diligently during the sale process to execute a smooth transition
and fulfill the needs of our customers."

Under the purchase agreement, Pangea will acquire substantially
all the assets of Spiegel Catalog for a total consideration of
about $31 million, which includes the assumption of certain
liabilities.  Pangea also will assume all inventory commitments as
of the purchase date. The agreement will be filed with the
Bankruptcy Court today and an order is expected to be signed today
to approve the Spiegel Catalog bidding procedures and establish a
hearing for June 15, 2004 to hold an auction, if necessary. The
Spiegel Catalog transaction will be subject to all higher or
better offers.

*** Bankruptcy Court documents show the Purchase Price, subject to
*** adjustment 75 days following the Closing, is:
***
***      $2,000,000 in cash plus
***      23,000,000 in inventory commitments plus
***      33,600,000 of Assumed Liabilities.   
***     -----------
***     $58,600,000
***     ===========

On May 11, 2004, the company entered into an agreement with Pangea
to acquire its Newport News division, this transaction is expected
to close next week.

Miller Buckfire Lewis Ying & Co. advised the company on the
Spiegel Catalog sale transaction. All parties interested in
participating in the auction process should direct their inquiries
to Stuart Erickson, Principal at Miller Buckfire Lewis Ying & Co.
(phone 212-895-1812).

                  About Spiegel Catalog

Long before online shopping sites presented endless merchandise to
consumers at the click of the mouse, Spiegel Catalog offered
consumers a world of products with just the turn of a page.
Founded in 1865, Spiegel has provided catalog concepts to its
customers since 1905 and e-commerce since 1995. Offering the
benefits of shopping via a variety of channels including its
trademark "big book" semiannual catalogs, specialty catalogs, and
e-commerce site, -- http://www.spiegel.com-- Spiegel provides  
quality, convenient shopping and a 360-degree lifestyle experience
that is essential for its busy customers.

                   About The Company

The Spiegel Group is an international specialty retailer marketing
fashionable apparel and home furnishings to customers through
catalogs, specialty retail and outlet stores, and e-commerce
sites, including eddiebauer.com , newport-news.com and spiegel.com
The Spiegel Group's businesses include Eddie Bauer, Newport News
and Spiegel Catalog. Investor relations information is available
on The Spiegel Group Web site at http://www.thespiegelgroup.com


STAR ACQUISITION: Wants Until Sept. 1 to Make Lease Decisions
-------------------------------------------------------------
Star Acquisition III, LLC, asks for more time from the U.S.
Bankruptcy Court for the District of Colorado, to decide whether
to assume, assume and assign, or reject its unexpired
nonresidential real property leases through September 1, 2004.

The Debtor believes that the key to the maximization of the value
of its assets is the preservation of the going-concern value of
the Debtor's enterprise. A key element to the value of the
Debtor's business is the oil and gas leases on which the Oil and
Gas Properties are located.

The Debtor is lessee under numerous unexpired leases of
nonresidential real property located throughout the Colorado,
Oklahoma, Wyoming, Kansas, Louisiana, Mississippi, and Texas.  
At present, it has identified approximately 595
Leases. These Leases consist primarily of oil and gas leases and
surface leases related to wells in which the Debtor has an
interest.

Headquartered in Englewood, Colorado, Star Acquisition III, LLC
filed for chapter 11 protection on January 5, 2004 (Bankr. Colo.
Case No. 04-10121).  Peter J. Lucas, Esq., at Appel & Lucas, P.C.,
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and asset of over $10 million each.


SUN COAST HOSPITAL: Poor Fiscal 2004 Results Spur S&P's Rating Cut
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating to
'BB' from 'BB+' on Sun Coast Hospital, Florida's debt issued by
the city of Largo, Florida. The outlook is stable. Sun Coast's
total debt outstanding is $24 million.

"The lowered rating reflects poor results for year-to-date fiscal
2004 after one year of profitability, three years of approximately
flat patient revenue, slim liquidity, and additional capital
plans," said Standard & Poor's credit analyst Cynthia Macdonald.

A lower rating is precluded by the support of 'BBB' rated
University Community Hospital. UCH has historically provided cash
to support operations and is contractually required to transfer
sufficient funds to generate 1.25x coverage on Sun Coast's
outstanding series 1993 revenue bonds ($24.2 million). This
support is capped at a total of $10 million, of which $2 million
has already been transferred from UCH.

Sun Coast is a 300-bed osteopathic hospital located in St.
Petersburg, Florida and is affiliated with UCH and Helen Ellis
Memorial Hospital. It entered into a long-term affiliation
agreement with UCH in 2001. However, Sun Coast's financials are
not consolidated with UCH and Sun Coast remains solely obligated
on its debt. The affiliation agreement with UCH may be terminated,
but termination is not anticipated. Therefore, Standard & Poor's
factors in the commitment of UCH to Sun Coast, but the basis of
Sun Coast's rating largely remains its own financial and operating
performance.

New management is focused on implementing the consultants' plans
to reduce expenses, improving the revenue cycle, and recruiting
physicians to focus on programs such as rehabilitation,
orthopedics, and imaging. Management anticipates ending the year
at breakeven, below both last year's performance and budgeted
expectations. UCH does not anticipate making any transfers to Sun
Coast for debt service payments this year.

An aggressive physician recruitment effort is underway, primarily
aimed at the estimated 400 osteopathic physicians already
practicing in Pinellas County. A developer-financed medical office
building on campus should be an attractive draw for some of these
physicians. Sun Coast has no future financing plans other than the
expansion of its emergency department.

The outlook reflects stability at this non-investment-grade rating
level. Although management has plans to improve Sun Coast, these
efforts are likely to take significant time to generate financial
results that are sizable enough to affect the rating.


TENNECO: Withdraws $150MM Equity Offering Due to Weak Market
------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced that the company is not
proceeding with its proposed public offering of approximately
$150 million, or 11.9 million shares of its common stock as
previously announced on April 16, 2004.

The company has decided against the equity offering due to
volatility in the market and the immediate impact on the company's
stock price.  The company determined that concluding the offering
at this time was not in the best interest of its current
stockholders.

As a result of withdrawing from its public offering of common
stock, Tenneco Automotive is also withdrawing its tender offer
seeking approximately $130,000,000 aggregate principal amount of
its 11 5/8 percent Senior Subordinated Notes due in 2009 (CUSIP
Number 880349AA3).

Based on these volatile market conditions, the company has no
intention to access the markets in the near term.  The company
will continue to evaluate opportunities to reduce the interest
expense on its 11 5/8 percent Senior Subordinated Notes, which are
first callable beginning in October 2004.

                    About Tenneco Automotive

Tenneco Automotive is a $3.8 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,200
employees worldwide.  Tenneco Automotive is one of the world's
largest designers, manufacturers and marketers of emission control
and ride control products and systems for the automotive original
equipment market and the aftermarket. Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R)Elastomer brand names.  Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R)Elastomer noise,
vibration and harshness control components.

                          *   *   *

As reported in the Troubled Company Reporter's May 25, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Tenneco Automotive Inc. to 'BB-' from 'B' because
of improving operating performance and the supposed-to-be-
completed $150 million common equity offering. Other ratings were
also raised and all ratings were removed from CreditWatch where
they were placed on April 19, 2004.

"Improving operating performance, solid cash flow generation, and
focus on debt reduction should enable the company to offset the
challenges of the automotive supply industry, thereby enabling
Tenneco to sustain credit quality," said Standard & Poor's credit
analyst Daniel DiSenso.


UAL: BNY & HSBC Want Court To Compel Debtors To Escrow Payments
---------------------------------------------------------------
BNY Midwest Trust Company and HSBC Bank USA, as Successor
Trustees, ask the Court to compel the UAL Corp. Debtors to pay
postpetition obligations under the 1999A and 1999B Special
Facility Agreements, and the 2001B and 2001C Special Facility
Agreements.

William P. Smith, Esq., at McDermott, Will & Emery, explains that
the SFAs relate to the Airport Use Agreement and Terminal
Facilities Lease, dated January 1, 1985, with the City of
Chicago.  The Airport Use Agreement is the primary lease
governing the Debtors' use and occupancy at O'Hare International
Airport.  The Agreement obliges the Debtors to make payments
under the SFAs, which pay for tenant improvements to the Debtors'
"Exclusive Use Premises."

The Debtors have not made the Special Facility Payments.  
According to Mr. Smith, this is a violation of Section 363(d)(3)
of the Bankruptcy Code, whereby a debtor must perform on all
obligations under non-residential real property leases.  However,
in Adversary Proceeding No. 03-A-3927 captioned United Air Lines
Inc v. U S Bank Trust National Association et al., the Debtors
argue that the Airport Use Agreement is unenforceable based on
Section 363.

If the Court rules in favor of the Successor Trustees in the
Adversary Case, the Debtors will be in immediate violation of
Section 363 for failure to make the required payments.  As
adequate assurance of future performance, the Successor Trustees
want the Debtors to pay the amounts due under the four SFAs into
escrow.  This arrangement will ensure that the Trustees' interest
in the Payments will be protected against the resolution of the
Adversary Case, avoiding exposure to the Debtors' credit risk.

                      Debtors Object

James H.M. Sprayregen, Esq., at Kirkland & Ellis, notes that the
parties and the factual background of the City of Chicago
securities have been exhaustively detailed in previous pleadings.  
Nevertheless, the Trustees insist on litigating the same issues
from different legal angles.

The Trustees argue that Section 365(d)(3) is dispositive.  Yet,
they are not parties to a lease and Section 365(d)(3) applies
only to leases.  In fact, Section 365(d)(3) can only be enforced
by lessors, and the Trustees are clearly not lessors.  The
Trustees were not assigned or granted the right to collect rents
from the Debtors.  The only agreement that the Trustees are a
party to are the Trust Agreements, which explicitly deny the
Trustees any interest in the applicable lease agreement.  As a
result, the Trustees are not entitled to enforce Section
365(d)(3).

The Trustees also ask for adequate protection payments.  However,
only secured creditors are entitled to adequate protection, and
the Trustees are not secured creditors.  No property of the
estate secures the Trustees' obligations.  The Trustees do not
have an "interest in property" within the meaning of Section
363(e).  Therefore, the Trustees are not entitled to adequate
protection, and their request, the Debtors argue, should be
denied.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


US AIRWAYS: Fights Philip Morris Over Lease Restructuring Payments  
------------------------------------------------------------------
In March 2003, the US Airways Group Inc. Debtors decided to reject
16 aircraft leases with Philip Morris Capital Corporation.  To
incentivize the Debtors to assume the Leases without modification,
Philip Morris agreed to make restructuring payments on July 1,
2003, January 5, 2004, July 1, 2004, and December 31, 2004.  
Without this commitment, the Debtors would have rejected the
Leases.

The parties agreed that the Debtors would forfeit the
Restructuring Payments if Standard & Poor's Ratings Services and
Moody's Investors Service did not rate U.S. Airways' senior
unsecured debt below B3 and B-, or if U.S. Airways lapses into a
status of credit watch with negative implications.  According to
the Reorganized Debtors, the negative covenant did not
affirmatively require U.S. Airways either to incur senior
unsecured debt or obtain or achieve a certain rating on such
debt.

At the time of the Agreement, U.S. Airways did not have senior
unsecured debt outstanding.  Hence, there were no ratings and no
contractual requirements to issue this debt.  The negative
covenant provided that if U.S. Airways issued this debt, its
rating could not fall below a certain level, nor be placed on
credit watch with negative implications.  Therefore, U.S. Airways
has not at any time been in breach of the negative covenant.

As provided for in the Confirmation Order, the Debtors assumed
the 16 Philip Morris Aircraft Leases without modification, in
exchange for additional funding from Philip Morris.  However,
Philip Morris refused to comply with the Agreement by not making
the $5,117,702 Restructuring Payment and threatening to withhold
$10,000,000 due later this year.

The Reorganized Debtors asserted that Philip Morris' actions
violated the Confirmation Order, depriving them of the primary
consideration that induced them to assume the 16 Leases under the
Plan.

Philip Morris disagreed, arguing that every condition precedent
of the Letter Agreement had to be met, including the Sixth
Condition:

      "On any Payment Date, [Philip Morris'] obligation to pay
      the specified Payment Amount is subject to the satisfaction
      (or waiver by [Philip Morris] in its sole discretion) of
      each of the following conditions:

                          *     *     *

      and (vi) solely with respect to Payment Dates which occur
      after January 1, 2004, the credit ratings of US Airways'
      senior unsecured debt by Moody's Investors Service, Inc.
      and Standard & Poor's Ratings Services, a division of
      McGraw Hill Companies, Inc., shall not be below B3 and B-,
      respectively, and neither rating shall be on credit watch
      with negative implications."

If any conditions precedent were not met, Philip Morris was not
obligated to make a payment to the Debtors.  Because all
conditions in the Letter Agreement on the first Payment Date were
met, Philip Morris paid $5,000,000 on July 1, 2003.  However, as
of January 5, 2004, the second Payment Date -- to which the Sixth
Condition applies -- the Debtors had not obtained the specified
ratings for senior unsecured debt.  Accordingly, Philip Morris
argued that it had no obligation to make the second payment.

The Reorganized Debtors asked the Bankruptcy Court to enforce the
Assumption Agreement and require Philip Morris to make the
January 5 payment.  Philip Morris objected.

After agreeing with the Reorganized Debtors on a schedule for
objecting to and arguing the merits of the Debtors' request, and
after filing its objection to the request, on May 5, 2004, Philip
Morris filed an action in New York state court against the
Debtors, seeking a declaration that it is not required to make
the January 5 Payment.

On May 12, 2004, after hearing the oral arguments, the Bankruptcy
Court denied the Debtors' request without prejudice to their
right to file an adversary proceeding.  The Bankruptcy Court will
treat the Debtors' request as a summary judgment request in that
adversary proceeding.  If the adversary proceeding is timely
filed, the Bankruptcy Court agrees to hear the Summary Judgment
request on June 17, 2004.

If this controversy is not resolved in the Reorganized Debtors'
favor, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, contends that the Reorganized Debtors will not
receive the benefit of their bargain under the Assumption
Agreement, which was entered into as part of the Plan, and will
be irreparably harmed.

Accordingly, the Reorganized Debtors ask Judge Mitchell to:

   (a) require Philip Morris to honor its January 5 Payment
       obligation and pay $5,117,702, plus costs and interest;

   (b) award to them damages in an amount to be determined at
       trial, but in any event not less than $5,117,702, plus
       costs and interest;

   (c) declare that they are not in breach of any term,
       condition, or provision of the Assumption Agreement;

   (d) enjoin Philip Morris to fully and completely perform its
       obligations under the Assumption Agreement.

The Reorganized Debtors also ask Judge Mitchell to stay the New
York Action and require Philip Morris to litigate their disputes
in the Bankruptcy Court.

Mr. Butler asserts that under the Assumption Agreement, Philip
Morris:

      "irrevocably waive[d], to the extent permitted by
      applicable law, and agree[d] not to assert . . . in any
      legal action or proceeding brought []under [the Assumption
      Agreement] in [the Bankruptcy Court], that such action or
      proceeding is brought in an inconvenient forum, that venue
      for the action or proceeding is improper or that [the
      Assumption] Agreement may not be enforced in or by" the
      Bankruptcy Court.

Mr. Butler also points out that Philip Morris consented to the
Bankruptcy Court's non-exclusive jurisdiction in disputes
concerning the Assumption Agreement.  The Bankruptcy Court is
intimately familiar with the Reorganized Debtors' bankruptcy
cases and their reorganization plan.  The Bankruptcy Court will
be prepared to rule on the Debtors' Request to Enforce, as a
Summary Judgment request, on June 17, 2004.  Philip Morris will
not be harmed if the New York Action is stayed and the parties
litigate their dispute in the Bankruptcy Court only.  Mr. Butler
says the balance of these factors weighs in favor of staying the
New York Action.  Also, public policy favors the conservation of
judicial resources and the elimination of the risk of
inconsistent judgments, which will be achieved if the New York
Action is stayed.

According to Mr. Butler, if the New York Action is not stayed,
the Reorganized Debtors will be irreparably harmed.  They will
have to pursue litigation in two courts, judicial resources will
be wasted, and there will be a risk of inconsistent results
between this adversary proceeding and the New York Action.
(US Airways Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


U.S. CAN: S&P Rates Proposed $315MM Sr. Secured Facilities at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and a
recovery rating of '3' to U.S. Can Corp.'s proposed $315 million
senior secured credit facilities, subject to preliminary terms and
conditions. The 'B' rating is the same as the corporate credit
rating; this and the '3' recovery rating indicate an expectation
of meaningful (50%-80%) recovery of principal in the event of a
default. Proceeds are expected to be used to repay the existing
credit facilities, to refinance the Merthyr-Tydfill mortgage, and
for fees and expenses.

Standard & Poor's also affirmed its 'B' corporate credit rating on
the Lombard, Illinois-based company. The outlook is stable. Total
debt outstanding was about $556 million at April 4, 2004.

"The ratings reflect the company's very aggressive debt leverage,
which overshadows its below-average business profile as a leading
producer of general-line metal containers," said Standard & Poor's
credit analyst Liley Mehta. With annual revenues of about $837
million, U.S. Can produces steel aerosol and other general-line
metal containers primarily for personal care, household,
automotive, paint, industrial, and specialty packaging products in
the U.S., Europe, and Latin America; plastic containers in the
U.S.; and metal food cans in Europe.

The general-line category accounts for less than 5% of the U.S.
rigid metal packaging industry, with beverage and food cans
representing the largest markets. Aerosol cans account for about
60% of the company's revenues, and U.S. Can is the leading player
in the U.S. steel aerosol segment with an estimated 53% share, and
has the second-largest share in Europe. The company is the second-
leading player in other general-line products in the U.S., mainly
serving the mature paint market.

End markets are mature, and competition is heavy from both
substitute products and direct competition, because customers have
relatively low switching costs. A majority of the business is tied
to multiyear supply agreements that contain provisions for raw
material cost pass-throughs. This is important because raw
materials typically are 50% to 60% of cost of goods sold. While
the company is expected to pass through the recent price increase
of its key raw material, tin-plated steel (including the impact of
steel surcharges) to customers in 2004, competitive pressures
and capacity expansion by a competitor (in the U.S. aerosol
segment) could limit overall pricing flexibility. Customer
concentration is low, with the top 10 customers generating about
33% of sales, and the largest customer at 7%. Still, the narrow
scope of operations is a limiting factor in the assessment of the
company's business profile.


VICAR OPERATING: S&P Assigns BB- Rating to $275M Credit Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured debt rating and '4' recovery rating to animal hospital and
veterinary diagnostic laboratory operator Vicar Operating Inc.'s  
proposed, amended and restated $50 million revolving credit
facility and $225 million term loan E.

At the same time, Standard & Poor's raised its ratings on the Los
Angeles, California-based company, including its corporate credit
rating to 'BB-' from 'B+'. The outlook is stable

Vicar intends to use the proceeds from the $225 million term loan
E to refinance $145 million of existing term debt, acquire
National PetCare Centers Inc. for $77 million, and fund related
expenses. NPC is a network of 69 veterinary hospitals operating in
11 states that generated $81 million of revenue in 2003. After the
NPC acquisition, the company's total debt outstanding will
increase to approximately $398 million from $318 million.

"The upgrade reflects Vicar's consistent organic revenue growth,
historically disciplined acquisition strategy, and commitment to
reducing its debt," said Standard & Poor's credit analyst Jesse
Juliano. The NPC transaction will increase the company's total
debt by about $80 million, and is a deviation from the company's
tuck-in acquisition strategy (approximately $30 million annually).
"We believe that after the NPC transaction, Vicar will return to a
more modest growth strategy and remain committed to reducing its
debt obligations."

The speculative-grade ratings on Vicar reflect its narrow
operating focus in a highly competitive industry with numerous
local players. Such concerns are partially offset by its
conservative growth strategy, revenue diversity across over 300
animal hospitals, established laboratory platform, lack of
exposure to third-party reimbursement, and by its commitment to
repay debt.


WEIRTON: Moves To Reject All Contracts and Leases Following Sale
----------------------------------------------------------------
Robert G. Sable, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, recounts that the Court approved the assumption,
assignment and sale of executory contracts and unexpired leases
to ISG Weirton, Inc., in connection with the Sale Transaction.  

Pursuant to the Asset Purchase Agreement, the Weirton Steel
Corporation Debtors and ISG Weirton also entered into a Transition
Services Agreement that governs the orderly transition of
operations from the Debtors to ISG Weirton and provides for ISG
Weirton to provide certain assistance to the Debtors as they wind
down their estates. Pursuant to the Transition Services Agreement,
the Debtors are required, to the extent legally permissible, to
ensure the ongoing provision of services under these contracts:

   Non-Debtor Party              Contract Description
   ----------------              --------------------
   International Mill Service    Amended Service Agreement,
                                 dated July 31, 1998

   Fellon McCord & Associates    Consulting Agreement,
                                 dated October 1, 2000

By this motion, the Debtors seek the Court's authority pursuant
to Sections 105 and 365 of the Bankruptcy Code and Rules 2002,
6006 and 9014 of the Federal Rules of Bankruptcy Procedure, to
reject, effective the closing of the Sale Transaction:

   (a) 71 executory contracts and unexpired leases;

   (b) all other executory contracts and unexpired leases to
       which any Debtor is a party and which have not previously
       been assumed by the Debtors and are not subject to a
       pending motion to assume the contract or lease.

The Rejected Contracts will not include the Transition Contracts,
which will be assumed or rejected by separate motion or pursuant
to a Chapter 11 plan.

A full-text copy of the List of Rejected Contracts is available
for free at:

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

The Debtors have undertaken an effort to identify all executory
contracts and unexpired leases that are not Assigned Contracts or
Transition Contracts and have provided non-Debtor parties to the
contracts with notice of their Rejection Motion.  Despite the
Debtors' efforts, Mr. Sable says, it is possible that some of the
Debtors' executory contracts and unexpired leases have been
omitted from the List.  It would be unduly burdensome, and
perhaps impossible under the current time and resource
constraints, to prepare an exhaustive list of executory contracts
and unexpired leases.  

Except as required by the Transition Services Agreement, the
Debtors have no need to continue operating under any executory
contract or unexpired lease after the Closing of the Sale
Transaction.  Mr. Sable relates that if, for some reason, the
Debtors have a limited need to continue operating under any
executory contract or unexpired lease other than the Transition
Contracts until the post-Closing wind down is complete, then the
Debtors can make the necessary accommodations to continue the
contracts on a month-to-month or other short-term basis.
(Weirton Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WESTERN FINANCIAL: Fitch Affirms Low Ratings & Positive Outlook
---------------------------------------------------------------
Fitch affirms the ratings and Positive Rating Outlook for Western
Financial Bank following the announcement by Westcorp, the bank's
parent company, regarding the announced merger of WFS Financial
Inc into WFB and expected conversion from a federally-chartered
thrift to a state-chartered bank. Under the merger, Westcorp has
agreed to acquire the 16% minority interest of WFS Financial Inc.
The transaction has received necessary board approvals, although
still requires WFS Financial minority-shareholder and regulatory
approvals. The charter conversion will remove certain limitations
on growing the automotive finance and commercial lending
businesses. The aforementioned merger is contingent upon the
conversion to a state bank charter.

Fitch's rating affirmation and Positive Outlook continue to
reflect the bank's solid niche in automotive lending, improving
operating performance, and stronger capitalization. Moreover,
Fitch does not believe the merger and charter conversion, by
themselves, will negatively affect future operating performance or
financial condition of WFB. An upgrade of the bank's ratings would
be predicated on sustained improvements in operating performance
and capitalization as well as a satisfactory review of any changes
in asset mix and funding plans resulting from its charter
conversion.

Ratings affirmed with a Positive Outlook by Fitch:

               Western Financial Bank

               --Long-term deposits 'BB+';
               --Indicative senior 'BB';
               --Subordinated debt 'BB-'.


WESTERN GAS: Proposes Two-for-One Stock Split
---------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) announced that its Board
of Directors has approved a two-for-one split of the Company's
common stock to be distributed in the form of a stock dividend.  
Shareholders of the common stock will receive one additional share
for every share of common stock held on the record date of June 4,
2004.  The distribution date of the stock split will be June 18,
2004.  Upon completion of the stock split, the Company will have
approximately 73.6 million shares of common stock outstanding.  
After the stock dividend, each share of common stock outstanding
or thereafter issued will include half a Series A Junior
Participating Preferred Stock purchase
right.

In addition, the Company's Board of Directors has declared a
quarterly dividend of $0.05 per share of common stock payable to
stockholders of record on June 30, 2004.  As the common dividend
declared is on a post-split basis, it is a doubling of the
declared dividends paid by the company in the second quarter of
2004 compared to the first quarter of 2004.  The cash dividend
will be paid on August 13, 2004.

Peter Dea, President and Chief Executive Officer commented, "The
dividend increase and stock split is a reflection of the
confidence that the Board of Directors and officers have in the
continued strength of Western Gas Resources.  We believe our
shareholders will benefit from the increased liquidity resulting
from the increase in the number of shares.  With our prospect of
strong earnings and cash flow, we felt it appropriate to share
additional proceeds directly with shareholders through an
effective doubling of common dividends for the quarter.  The
majority of our cash flow will continue to be invested in our
significant inventory of unconventional gas resource play
opportunities."

Western is an independent natural gas explorer, producer,
gatherer, processor, transporter and energy marketer providing a
broad range of services to its customers from the wellhead to the
sales delivery point.  The Company's producing properties are
located primarily in Wyoming, including the developing Powder
River Basin coal bed methane play, where Western is a leading
acreage holder and producer, and the rapidly growing Pinedale
Anticline.  The Company also designs, constructs, owns and
operates natural gas gathering, processing and treating facilities
in major gas-producing basins in the Rocky Mountain, Mid-Continent
and West Texas regions of the United States.  For additional
Company information, visit Western's web site at
http://www.westerngas.com/

As reported in the Troubled Company Reporter's February 26, 2004
edition, Western Gas Resources, Inc.'s outstanding credit ratings
have been affirmed by Fitch Ratings as follows:

        -- Senior unsecured debt rating 'BBB-';
        -- Senior subordinated notes 'BB+';
        -- Preferred stock 'BB'.

In addition, Fitch has assigned a 'BBB-' rating to WGR's $300
million revolving credit facility due April 2007. The Rating
Outlook is Stable.

WGR's ratings reflect the core competencies of its natural gas
midstream operations and growing Rocky Mountain natural gas
exploration and production (E&P) unit. In addition, the Stable
Rating Outlook incorporates WGR's improved balance sheet profile
and the expectation that consolidated credit measures will remain
consistent with WGR's ratings even under a stressed commodity
price environment.


WINSTAR: Herrick Feinstein Wants Payment for Legal Fees & Expenses
------------------------------------------------------------------
In separate applications, Herrick, Feinstein, LLP, seeks
compensation and reimbursement of expenses for its services
rendered to and on behalf of Winstar Communications, Inc.'s
Chapter 7 Trustee, Christine C. Shubert, for the period from July
1, 2002 to February 29, 2004.  Herrick Feinstein served as special
counsel in the Trustee's litigation against Lucent Technologies,
Inc.

During the period, Herrick Feinstein:

   -- conducted a detailed review and analysis of the Trustee's
      and the Debtors' causes of action and potential causes of
      action against Lucent;

   -- researched the applicable legal issues and provide the
      Trustee with a report of all potential causes of action
      against Lucent; and

   -- performed any other services commensurate with Trustee's
      needs and the firm's expert knowledge in connection with
      litigation matters against Lucent.

From July 1, 2002, through September 30, 2002, Stephen M.
Rathkopf, Esq., a partner at Herrick Feinstein, in New York,
reports that the firm assessed a total of $126,666 in fees and
$9,002 in actual expenses.

Herrick Feinstein incurred $151,780 in fees and $10,726 in actual
and necessary expenses for the period from October 1, 2002
through February 28, 2003.

From March 1, 2003 through September 18, 2003, the firm seeks
allowance and payment of $373,287 in fees and reimbursement of
$24,656 in actual expenses.  From September 19, 2003 through
February 29, 2004, Herrick Feinstein incurred $490,394 in fees
and $71,106 in expenses.

At Herrick Feinstein' request, the Court authorized the Trustee
to pay the firm's fees and expenses. (Winstar Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


ZONE 4 PLAY: Ernst & Young Replaces Peach Goddard as Accountants
----------------------------------------------------------------
On February 5, 2004, Zone 4 Play Inc. appointed Ernst & Young,
Israel as its new principal independent accountants with the
approval of the Company's Board of Directors. Accordingly, Zone 4
Play dismissed Peach Goddard Chartered Accountants on February 5,
2004. Peach Goddard has acted as the Company's principal
independent accountant since the inception of the company in April
2002.

The report on the financial statements prepared by Peach Goddard
for the fiscal year ended March 31, 2003 was modified as to
uncertainty.  The report contained a modifying paragraph with
respect to Zone 4 Play's ability to continue as a going concern.


ZONE 4 PLAY: Old Goat Enterprises Acquires Company
--------------------------------------------------
On February 2, 2004, Old Goat Enterprises consummated the purchase
of 100% of the outstanding common stock of Zone 4 Play, Inc., a
Delaware corporation, pursuant to a Stock Purchase Agreement
entered into between the parties on December 18, 2003, whereby Old
Goat Enterprises issued 10,426,190 shares of its common stock to
the shareholders of Zone 4 Play, Inc. in exchange for 100% of the
issued and outstanding shares of the common stock of Zone 4 Play,
Inc. As a result of this acquisition, Zone 4 Play, Inc. becomes a
wholly-owned subsidiary of Old Goat Enterprises. The transactions
contemplated under the SPA were approved by the written consent of
a majority of the Company's shareholders on December 22, 2003.

On December 22, 2003, a majority of Old Goat's shareholders
approved a change in the Company's name to "Zone 4 Play, Inc." On
February 5, 2004, Old Goat Enterprises filed a Certificate of
Amendment with the Nevada Secretary of State changing its name to
"Zone 4 Play, Inc."

Pursuant to the terms of the SPA, on February 2, 2004, Lois
Meisinger resigned her position as Chief Executive Officer and
President of the Company, and Laurel Blanchard resigned her
position as Chief Financial Officer. On February 2, 2004, the
Board of Directors appointed Shimon Citron Chief Executive Officer
and President, Haim Tabak, Chief Operating Officer, Uri Levy,
Chief Financial Officer, Shachar Schalka, Chief Technology Officer
and Gil Levi, Vice President of Research & Development of Zone 4
Play, Inc.

Shimon Citron, President and Chief Executive Officer, Age 48, Mr.
Citron is a founder of the Company and also acts as the CEO and a
Director of the Company's wholly owned subsidiaries in Israel and
the UK. He has acted in these positions since 2001. From 1999-2001
he was the founder and President of Gigi Media Ltd., a private
company based in Israel. From 1994 to 1999 he managed his own
private investments in a number of startup companies in Israel.

Haim Tabak, Chief Operating Officer, Age 57, joined Zone 4 Play in
January 2003 and held the position of COO and also acted as
interim CFO of Zone 4 Play until handing over this responsibility
to Mr. Uri Levy. Prior to joining Zone 4 Play, Mr. Tabak served as
General Manager of Winner.com Ltd, Tel Aviv, Israel, a subsidiary
of Winner.com, Inc. from March 2000 to December 2002. >From
January 1998 until December 1999, he held the position of COO in
Transtech Systems Ltd, an IT logistics solution provider located
in Tel Aviv. Mr. Tabak is a graduate of the Tel Aviv University in
Economics and Accounting.

Uri Levy, Chief Financial Officer, Age 34, joined the Company in
2003, and is responsible for all its financial activities. Prior
to joining the Company, Mr. Levy served as VP finance in a state
company, and as a comptroller of a communications software
company. He began his career in an accounting firm as an
accountant specializing in high tech companies. Mr. Levy holds a
B.A. in business from Tel Aviv College of Management, and a
Masters in Law from Bar Ilan University, and is a certified public
accountant in Israel.

Shachar Schalka, Chief Technology Officer, Age 30, has over 5
years experience in Information System engineering from the Ben-
Gurion Negev University. Mr. Schalka specializes in the
development of business logic platforms based on RDBMS and e-
commerce management and auditing tools. Mr. Schalka has held
various technical, programming and managerial positions in Taldor
Group, Agent Interactive and Zone 4 Play.

Gil Levi, Vice President of Research & Development, Age 31, Mr.
Levi has over 5 years experience in Software Instruction & Design.
Mr. Levi has extensive experience in the Gaming Industry with
strong background in Cross-Platform game logic development and
user interface programming. Prior to Zone 4 Play, Mr. Levi held
the position of CTO for Gigi Media Ltd. as well as senior Software
Programming Instructor. Mr. Levi holds a BA degree in Business
Management specializing in Computers and Information Systems.

Pursuant to the terms of the SPA, on February 2, 2004, Jean
Blanchard and Laurel Blanchard resigned as directors of the
Company without disagreement. The remaining director, Dennis Cox,
appointed Shimon Citron and Shlomo Rothman to fill the two vacant
positions on February 2, 2004, to serve until their re-election,
removal or resignation. Thereafter, Mr. Cox also resigned without
disagreement on February 2, 2004. On February 2, 2004, Mr. Citron
and Mr. Rothman appointed Oded Zucker to fill the directorship
left vacant by Mr. Cox's resignation until his re-election,
removal or resignation.

Oded Zucker, Director, Age 38 - Mr. Zucker has been the UK Senior
Vice President for Prudential Bache Inc. since 1995. He was a co-
founder of the Israeli operations for Prudential Bache. He is
currently responsible for a team of seven professional personnel
and oversees management of over $650 million in assets.  He is a
Registered Representative with the New York Stock Exchange and the
NASD.  He is a commodity futures Registered Representative with
the NASD. He is also a Director of Nisko Projects Electronics and
Communication (1990) Ltd., currently trading on the Tel Aviv Stock
Exchange in Israel.

Shlomo Rothman, Director, Age 57 - Mr. Rothman has been the
President and CEO of S.R. Consulting Ltd. since February 2002. S.R
Consulting is a private company owned by him, and provides
financial services for investment banking, mergers and
acquisitions and project financing. Prior to February 2002, he was
employed with the First International Bank from 1987. He held
several senior positions with the bank and acted as the Senior
Deputy General Manager, responsible for the retail and commercial
banking divisions from January 1999 to his departure in 2002, and
the Head of Marketing, Capital Markets and Investments Divisions
from 1987 to 1999. He was a Director of the Tel Aviv Stock
Exchange from 1989-2000 and a Director of Maalot-Israeli Rating
Co. from 1995-2000. He is currently a Director of the Menorah-Gaon
Investment House Ltd. and Edmond de Rothschild-Portfolio
Management Ltd., both located in Israel.

                           *   *   *

The report on Zone 4 Play Inc.'s financial statements prepared by
its former accountants Peach Goddard for the fiscal year ended
March 31, 2003 was modified as to uncertainty.  The report
contained a modifying paragraph with respect to Zone 4 Play's
ability to continue as a going concern.


* A.M. Best Publishes 34-Year Property/Casualty Insolvency Study
----------------------------------------------------------------
The U.S. property/casualty industry in the past decade has shown
resiliency and improved risk management amid extraordinary events.
Since 1969, this business segment has experienced wide
fluctuations in annual impairment rates. The common denominator
among property/casualty financial impairments is a diminished
operating environment, with impairment peaks often triggered or
exacerbated by external factors affecting underwriting or
investment results. Still, despite recent near-term peaks in
impairment rates, such events remain relatively rare.

These are some of the findings contained in a new report by A.M.
Best Co., which examines 871 financially impaired
property/casualty insurance companies, dating back 34 years.
Best's Insolvency Study, Property/Casualty U.S. Insurers, 1969 to
2002 is an update to the landmark insolvency study first published
in 1991. The new research provides a broader base for analyzing
the causes of financial impairment than ever used before.

The objectives of the study were to establish a more thorough
understanding of insurer financial impairments and to validate the
procedures and philosophy behind a Best's Rating. The current
study produced overall findings that were in keeping with those of
the earlier study, including:

-- The frequency of financial impairments tended to move in tandem
   with the factors affecting company earnings. More than half the
   impairments were caused by deficient loss reserves/inadequate
   pricing or by too-rapid growth. Often, financial or
   underwriting shocks pushed already vulnerable companies into
   impairment.

-- The predictive value of a Best's Rating in identifying the more
   vulnerable companies was confirmed. Best's Rating system
   identified nearly all companies approaching impairment by
   significantly lowering or eliminating their rating.

                     Scope of Impairments

A.M. Best formally followed more than two-thirds of the 871
financially impaired insurers covered by this study for at least
one year prior to impairment. The remaining companies were not
followed. A.M. Best provided letter Financial Strength Ratings, or
the equivalent, to 321 of the 871 impaired companies. The other
followed companies either requested that their rating not be
published or did not meet A.M. Best's financial or reporting
requirements for a letter rating.

Since the late 1960s, insurers have experienced both the best and
the worst of operating environments. On the upside were four hard
markets, five economic booms and the greatest bull stock market in
history. On the downside were three soft markets (the last one of
unusually long duration); a series of the most costly natural and
man-made catastrophes in history; six recessions; extremes of
inflationary pressures and interest-rate gyrations; and two major
bear stock markets. Also contributing to the downside were factors
such as an increasingly litigious society, enormous environmental
liabilities, global competition and state-mandated rate rollbacks.

Underwriting trends still follow historical patterns, and
impairment rates in 2000 to 2002 spiked, albeit short of the
record high set in 1991. Even so, impairments remain relatively
rare--about one in 200 companies in more stable times and one in
50 during more difficult periods. Over the 34 years of the study
period, impairments averaged 25.6 annually, with an average annual
impairment frequency of 0.80%, or one in 125 companies.

The financially impaired companies in this study tended to be
stock companies, where the impairment frequency was about four
times (1.2% vs. 0.3%) that of mutual companies. Most impaired
companies were small, as measured by premium volume, and the
majority wrote commercial lines--which experienced more volatile
underwriting results and lower profitability--particularly during
the 1980s and 1990s.

Of the 871 financial impairments in this study, primary causes
were identified for 562 companies. Among those, the leading cause
of impairment, at 37.2%, was deficient loss reserves/inadequate
pricing. Rapid growth, which is closely related to deficient loss
reserves, was the second highest cause of impairment, at 17.3%.
Alleged fraud was the third-highest identified cause (8.5%). With
the possible exclusion of catastrophe losses, A.M. Best believes
all the primary causes of insolvencies in this study reflected
some form of mismanagement.

                     Online Availability

BestWeek subscribers can download a free printed copy of the full
100-page special report, "Best's Insolvency Study,
Property/Casualty," and a spreadsheet file of the report data at
http://www.bestweek.com/

Nonsubscribers can download a printed copy of the full 100-page
special report for $250 or a combination of the printed report
plus a spreadsheet of the report data for $500 at
http://www.bestweek.com/

Rated companies seeking additional copies of this report can
contact customer service, (908) 439-2200, ext. 5742.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source. For more
information, visit A.M. Best's Web site at http://www.ambest.com/


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

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