TCR_Public/040527.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, May 27, 2004, Vol. 8, No. 104

                           Headlines

ADELPHIA COMM: Devon's Liquidating Trustee Issues Dec. 2003 Report
AFM HOPITALITY: Ontario Securities Commission Orders Cease Trade
AGILENT: Improved Financial Profile Prompts S&P's Positive Outlook
AIR CANADA: Increases Fares in Response to Rising Fuel Prices
AMERCO: Objects To Travelers Casualty's $9.5 Million Claim

AMERICAN SEAFOODS: Extends 10-1/8% Senior Note Offer to June 14
ARROW AIR: Creditors' Committee Supports Reorganization Plan
ATLANTIC MODULAR: Case Summary & 20 Largest Unsecured Creditors
AVADO BRANDS: Wants Exclusive Period Stretched through Sept. 30
AZTAR CORP: S&P Rates $250MM Senior Subordinated Notes at B+

CABLETEL COMMS: Ontario Securities Commission Orders Cease Trade
CARIBBEAN RESTAURANTS: S&P Assigns B+ Rating, Outlook Now Negative
CITIGROUP COMMERCIAL: S&P Assigns Prelim. Ratings to 2004-C1 Notes
COVANTA ENERGY: Objects To Various Big Executory Contract Claims
COVENTRY HEALTH: Shareholders to Meet on June 3 in Bethesda, Md.

DIAL CORPORATION: Deregisters Shares Following Henkel Merger
DIGITAL LIGHTWAVE: Optel to Extend Debt Term & Provide More Funds
DIMON INC: S&P Places Low-B Ratings On Credit Watch Negative
DONINI INC: Discusses Franchise Operations' April Performance
EARLE M JORGENSEN: March 31 Balance Sheet Insolvent by $37 Million

ENRON CORP: Asks Court To Authorize Entrada Interests Sale
EXIDE TECHNOLOGIES: Agrees to Resolve Dispute with Lead Claimants
FACTORY 2-U: Wants to Extend Exclusivity Through May 12, 2005
FARMLAND IND: Court Sets May 31 as Administrative Claims Bar Date
FLEMING: Agrees To Settle PBCG Mega-Claim Dispute

FLEMING INC: Dallas Group Dangles Bigger Pie Offer to Creditors
FLOWSERVE: Receives Wells Notice Relating to SEC Informal Inquiry
FOREST OIL: S&P Keeps Negative Ratings Watch over Acquisition Plan
GADZOOKS: Want Lease Decision Period Extended through Sept. 30
GOODYEAR TIRE: S&P Lowers Corporate Rating to B+ & Removes Watch

HANOVER COMPRESSOR: S&P Rates $200 Million Senior Notes at B
HEALTHSOUTH: Senior Noteholders Issue Technical Default Notice
HERBST GAMING: Obtains Requisite Consents to Amend Note Indenture
HOFFMAN TOOL & DIE: Case Summary & 20 Largest Unsecured Creditors
HOST MARRIOTT: S&P Rates Planned $75 Mil Preferred Stock at CCC+

HOUSTON EXPLORATION: S&P Affirms Corporate Credit Rating at BB
IA GLOBAL: Acquiring QuickCAT Assets in Early June for $700K Plus
IMPERIAL PLASTECH: Agrees To AG Petzetakis' Credit Facility Terms
INTEGRATED TELECOM: Del. District Court Upholds Bankruptcy Ruling
KAISER: Wants Court Nod on Modified Pension & Retiree Agreements

KNOX COUNTY: Secures Exclusivity Extension through June 25
MIRANT CORP: Will File First Quarter 2004 Financial Report Late
MONONGAHELA POWER: Fitch Affirms BB+ Rating On Preferred Stock
NATIONAL CENTURY: Files Motion To Open Lincoln Hospital Sale Order
NATURADE INC: Stockholders' Deficit Widens to $3.5MM at March 31

NATURADE: Health Holdings, et al., Lend More than Half a Million
NCI BUILDING: S&P Raises Corporate & Bank Loan Ratings to BB
NEIGHBORCARE: Rejects Omnicare's "Blatantly Opportunistic" Offer
NETSOL TECHNOLOGIES: Partners with Australian Motor Finance
ONE PRICE: Section 341(a) Meeting Scheduled for June 15, 2004

PACIFIC COAST CDO: Fitch Junks Rating on $26MM Preference Shares
PARAMOUNT RESOURCES: S&P Revises Outlook To Negative from Stable
PARMALAT: Court Appoints U.S. Commissioner To Aid In Fraud Probe
PG&E NATIONAL: Wilmington Trust Withdraws NEG Plan Objection
PILLOWTEX CORP: Taps University Management as New Collection Agent
RELIANCE GROUP: Liquidator To Sell RCG-Moody For $55,500,000

RENT-A-CENTER: S&P Upgrades Corporate Credit Rating to BB+
REPUBLIC ENGINEERED: Secures New $200MM Revolving Credit Facility
ROBERTS MANAGEMENT: Case Summary & 15 Largest Unsecured Creditors
ROGERS COMMS: Shareholders To Meet Today at 10 AM in Toronto
ROANOKE: Revamps Capital Structure with Creation of Class A Shares

RUSSELL KIVLER: Case Summary & 38 Largest Unsecured Creditors
SAMSONITE: Commences New Offer to Purchase 10-3/4% Senior Notes
SK GLOBAL: SK Corp.'s Incoming CEO Heon Shin Thanks Shareholders
SOURCE PRECISION: Case Summary & 20 Largest Unsecured Creditors
SR TELECOM: Wins $27 Million airstar Contract in South America

STANDARD MOTOR: S&P Removes Low-B Ratings From Credit Watch
TENNECO AUTOMOTIVE: S&P Lowers Corporate Credit Rating to B+
TRANSWESTERN PIPELINE: S&P Alters Watch Implications to Developing
UNITED AIRLINES: Committee Wants To Retain Heidrick As Consultant
US AIRWAYS: Agrees to Settle $2.6MM Claim Dispute with Swiss Air

UTEX INDUSTRIES: Plan Confirmation Hearing Scheduled for June 16
VENTURE HOLDINGS: Chapter 11 Plan Solicitation Begins May 29
VICWEST CORP: Toronto Stock Exchange Grants Conditional Listing
VISTA GOLD: Appoints Michael Richings as Interim President and CEO
VIVENDI UNIVERSAL: Commences Cash Tender Offer for Senior Notes

VIVENDI: Offers to Purchase EUR 1 Billion of High Yield Notes
WACHOVIA REPACKAGED: S&P Assigns BB+ Rating to Residual Trust
WESTERN HEMISPHERE: Case Summary & 15 Largest Unsecured Creditors
WESTLAKE CHEMICAL: S&P Places Ratings on CreditWatch Positive
WINSTAR: Parente Randolph To Get $2MM+ Payment For Acctg. Services

WORLDCOM/MCI: Enters Into Enron Settlement Agreement

* Dorene Robotti Joins Clear Thinking's Creditors Rights Group
* What Does the CM/ECF Acronym Really Stand For?

                           *********


ADELPHIA COMM: Devon's Liquidating Trustee Issues Dec. 2003 Report
------------------------------------------------------------------
Gerard A. Shapiro of Buccino & Associates, Inc., Devon's
Liquidating Trustee, provides the Delaware Bankruptcy Court with
certain financial information on events for the period October 17
to December 29, 2003.

       Status of the Closing of the Pending Sale Agreements

A. Vermont Telephone

   This transaction for the Keene, New Hampshire license closed
   on November 13, 2003.  Proceeds from the sale were $57,522 --
   net of debt owed to the Federal Communications Commission
   assumed by Cellco Partnership of $108,953.  Additionally, on
   November 10, 2003, the Devon Trustee paid the FCC $27,920 for
   arrearages on the FCC debt.

B. Lucent

   The sale of various networking equipment located in New York,
   Pennsylvania, Maine, New Hampshire and Vermont to Lucent
   Technologies, Inc., closed on November 26, 2003.  Sale
   proceeds totaled $414,118.  In addition, Lucent's allowed
   Secured Claim was reduced by $1,252,378.

C. Buffalo Lake Erie Wireless Systems Co., LLC, (BLEW)

   The BLEW transaction closed on December 24, 2003.  The
   transaction represented the sale of six FCC licenses in New
   York and Pennsylvania along with related network equipment.  
   The total agreed sales price was $4,005,000.  Proceeds from
   the sale reached $1,969,843 -- net of:

   * FCC debt assumed by BLEW of $1,357,414,

   * FCC debt arrearages paid by BLEW of $565,253,

   * $50,000 credits given by BLEW for agreed payments made to
     certain of Devon's landlords,

   * $12,490 interest credit on the FCC debt, and

   * a $50,000 escrow to assess potential damages at the various
     sites.  

   It is likely that BLEW will be entitled to a portion of the
   escrowed funds.

   As part of the sale agreement with BLEW, the Devon Trustee was
   obligated to pay Lucent $901,875 pursuant to a first priority
   security interest which Lucent had in the related network
   equipment acquired by BLEW.  The payment was made on
   December 29, 2003.

D. Cellco Partnership d/b/a Verizon Wireless

   The Verizon transaction closed on December 29, 2003.  The
   transaction represented the sale of the three remaining
   cellular towers owned by Devon.  The agreed sales price of
   $445,000 was adjusted for certain agreed credits to the buyer
   totaling $60,245.  Net proceeds from the sale to the Devon
   Trustee reached $384,755, of which $340,255 was received on
   December 29 with the balance to be received by December 31,
   2003 out of funds previously escrowed.

E. Virginia & Maine Licenses

   The Devon Trustee is continuing to pursue the sale of one
   remaining license in Virginia and four remaining licenses in
   Maine.  

F. Equipment

   The Devon Trustee still owns certain network equipment
   replacement parts held in storage in Buffalo, New York.  The
   Devon Trustee is in the process of having the equipment
   appraised to solicit bids.

                Distributions pursuant to the Plan

The Devon Trustee has commenced payments of administrative
expense clams.  On the Effective Date, estimated Administrative
Claims totaled approximately $7.7 million.  Through December 29,
2003, payments of administrative claims total $1,673,894.

The Devon Trustee directed Devon's counsel to disburse funds,
from certain escrow funds held by the counsel for Fee Claims.  
Total disbursements made by Counsel during the period reached
$397,663.

The Devon Trustee has made distributions totaling $33,289, which
is substantially the full amount of the Class 1 Allowed Other
Priority Claims.

The FCC had a Class 2 Secured Claim, which was estimated as of
October 31, 2003 at $10,261,494.  Portions of the Claim have been
satisfied as a result of the debt assumptions in the Vermont
Telephone and BLEW transactions.  In addition, effective
November 1, 2003, the Devon Trustee tendered 10 licenses that it
deemed unsaleable in satisfaction of $7,938,098 of FCC debt.  The
remaining FCC claim is estimated at $233,800 and is associated
with the remaining license in Winchester, Virginia.

Lucent's Class 4 Secured Claim has now been fully satisfied as a
result of the Lucent and BLEW transactions.  Portions of the
claim were previously satisfied from transactions conducted by
Devon occurring prior to October 17, 2003.

                  Amounts Received and Collected

On October 17, 2003, the Devon Trustee received $10,872,564.76
from Devon.

The Devon Trustee received $57,522 from the Vermont Telephone
transaction, $414,118 from the Lucent transaction, $1,969,842.67
from the BLEW transaction and $370,254.85 from the Verizon
transaction.

Other receipts aggregated $17,959.51 comprised of $6,004.52
interest earned, $5,060 for November and December rent received
on one of the cell towers subsequently sold to Verizon, $3,850 on
certain small equipment sales, $1,260.65 of remaining funds
transferred from closed Debtor bank account and $1,784 of
miscellaneous receipts.

                Fees and Expenses Paid or Incurred

The Devon Trustee has made total payments of $425,748.86
consisting of:

   * Fees and expenses paid to the Liquidation Trustee totaled
     $291,451.65 for work performed from the pre-confirmation
     period through December 13, 2003;

   * Fees paid to professionals, primarily attorneys, were
     $115,233.45 exclusive of fee claims paid pursuant to the
     Plan.  In addition, there are billed and unbilled amounts
     for professional services for the period through
     December 29, 2003;

   * A cure payment of $7,650 was made to a former landlord
     pursuant to a prior transaction closed before the Plan
     became effective;

   * An insurance premium of $4,100 was paid to extend commercial
     liability coverage;

   * Rental payment pertaining to the towers and office space of
     $3,254.24; and

   * Other operating and administrative expenses totaling
     $4,059.52 consisting mainly of small utility payments on
     numerous sites, shipping/postage and bank charges.

               Liquidating Funding Amount Balances

As of the close of business on December 29, 2003, the Trustee
held funds totaling $10,609,545.21 in three accounts at a major
commercial bank:

   Account                                          Balance
   -------                                          -------
   Money market account                          $4,581,772
   Checking account used for disbursements          152,182
   Account for distributions of Allowed Claims    5,875,592

(Adelphia Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AFM HOPITALITY: Ontario Securities Commission Orders Cease Trade
----------------------------------------------------------------
The Ontario Securities Commission enters a Cease Trade Order in
respect of the Management & Insiders of AFM Hospitality
Corporation, Atlantis Systems Corp., Alegro Health Corp.

A hearing on the Temporary Cease Trading Order dated May 25, 2004
for failure to make statutory filings will take place on June 7,
2004.

                           *   *   *

A copy of the order:

              IN THE MATTER OF THE SECURITIES ACT
           R.S.O. 1990, c.S.5, AS AMENDED (the "Act")

                              AND

                       IN THE MATTER OF
     LAWRENCE P. HORWITZ, STEPHEN PHILLIPS, WAYNE HANLEY,
        TERRY SHAIKH, EUGENE FRASER, ANDRE TATIBOUET,
       PER-ODD KEUL, RONALD ERICKSON, WILLIAM HOFFMAN,
      GLEN BLAKE, JAMES D. MEIER AND PETER R. LA FEMINA
                      (the "Respondents")

            NOTICE OF TEMPORARY ORDER AND HEARING
            _____________________________________

                      (Subsection 127(9))

     WHEREAS the Director made an order under paragraph 2 of
subsection 127(1) and subsection 127(5) of the Act on the 25th day
of May, 2004, a copy of which is attached, that all trading,
whether direct or indirect, by each of Lawrence P. Horwitz,
Stephen Phillips, Wayne Hanley, Terry Shaikh, Eugene Fraser, Andre
Tatibouet, Per-Odd Keul, Ronald Erickson, William Hoffman, Glen
Blake, James D. Meier and Peter R. La Femina in securities of AFM
HOSPITALITY CORPORATION cease for a period of fifteen days from
the date of the Temporary Order;

     AND WHEREAS the Temporary Order was made because the
Reporting Issuer failed to file:

    -  its audited annual statements for the year ended
       December 31, 2003 and interim statements for the
       three-month period ended March 31, 2004 as required under
       Ontario securities law;

     AND WHEREAS the Temporary Order was made because the Director
was of the opinion that the length of time required to conclude a
hearing could be prejudicial to the public interest;

     AND WHEREAS the Director may revoke the Temporary Order
within the fifteen-day period if the Reporting Issuer remedies the
Default to the satisfaction of the Director;

     AND WHEREAS a true copy of this Notice of Temporary Order and
Hearing was served this day to the Respondents;

     TAKE NOTICE that, if the Default continues, a hearing will be
held pursuant to section 127 of the Act to consider whether an
order should be made under paragraph 2 of section 127(1) of the
Act that all trading, whether direct or indirect, in securities of
AFM Hospitality Corporation by any of the Respondents cease
permanently or for such period as is specified in the order by
reason of the continued Default;

     AND FURTHER TAKE NOTICE that if a Respondent intends to
attend at the Hearing, the Respondent must notify the Director of
the Respondent's intention to attend in writing, within seven days
from the date of service of this Notice;

     AND FURTHER TAKE NOTICE that where a Respondent has so
notified the Director that the Respondent intends to be present at
the Hearing, then the Hearing will be held, with respect to that
Respondent only, before the Commission pursuant to section 127 of
the Act at 20 Queen Street West, 17th Floor, Toronto, Ontario at a
date and time to be determined, which shall be within 15 days of
the date of the Temporary Order;

     AND FURTHER TAKE NOTICE that if a Respondent has notified the
Director that the Respondent intends to be present at the Hearing
and a party fails to attend the Hearing before the Commission, the
Hearing may proceed without that party and such party will not
receive further notice of the proceedings;

     AND FURTHER TAKE NOTICE that if a Respondent fails to notify
the Director within seven days from the date of this Notice that
the Respondent intends to be present at the Hearing, then the
Hearing will be held before the Director with respect to the
Respondent, without the Respondent pursuant to section 127 of the
Act at 20 Queen Street West, 16th Floor commencing on 7th day of
June, 2004 at 10:00 a.m., or as soon as possible after that time,
and the Respondent will have no opportunity to attend and make
submissions at the Hearing;

     AND FURTHER TAKE NOTICE that the Director may extend the
Temporary Order under subsection 127(7) of the Act until the
Hearing is concluded or under subsection 127(8) of the Act if
satisfactory information is not provided to the Director within
the fifteen day period.

     DATED at Toronto this 25th day of May, 2004.

                                Ontario Securities Commission
                                
                                    "John Hughes"
                                ______________________________
                                John Hughes, Corporate Finance

CC: Computershare Trust Company of Canada

                            *   *   *

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


AGILENT: Improved Financial Profile Prompts S&P's Positive Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Palo
Alto, California-based Agilent Technologies Inc. to positive from
negative. The 'BB' corporate credit and senior unsecured debt
ratings were affirmed. The outlook revision reflects a
strengthening operating profile, as evidenced by significant
improvements in profitability and a return to revenue growth in
recent quarters, combined with a liquid balance sheet.

"Agilent has sharply improved its profitability over the past
three quarters following an extended period of losses. A
continuation of current operating performance could result in a
higher rating within a few quarters," said Standard & Poor's
credit analyst Joshua Davis.

The ratings on Agilent continue to reflect volatility in
profitability resulting from a three-year downturn in overall
operating performance and challenges in gearing the company's cost
structure to the reduced revenue levels. This partially is offset
by a broad and diverse business profile, entrenched positions in
test and measurement and other segments, and relatively strong
balance sheet liquidity. Agilent serves the communications,
electronics, and life science markets with test, measurement, and
other instruments, and also makes semiconductor products.

Agilent's operating performance has been recovering sharply in
recent quarters because of improvements in market conditions
combined with cost-restructuring actions. Many of Agilent's served
markets are in recovery, with the wireless, semiconductor and
pharmaceutical end markets improving, resulting in a return to
revenue growth in Agilent's automated test, semiconductor products
and life sciences business segments. Restructuring actions,
including reducing headcount by nearly 36% from peak levels and
reducing facilities space by 20% by the end of fiscal 2004, have
taken out $2 billion of annual costs.

Total revenues for the 12 months ended April 30, 2004, grew 11% to
$6.7 billion, aided in part by favorable currency impact. EBITDA
margins improved to 11% for the same period, compared with
negative 6% in the same period a year earlier. Still, Agilent
remains short of targeted profitability levels, with gross margins
of below 45% in the April 2004 quarter, which is 4%-5% below
targeted normalized levels. Agilent's test and measurement
segment, its largest segment, generated EBIT margins of only 2% in
the April 2004 quarter, well below its peers. The company has
targeted further profitability improvements, stemming in part from
improved pricing discipline.


AIR CANADA: Increases Fares in Response to Rising Fuel Prices
-------------------------------------------------------------
Air Canada announced that in response to escalating fuel prices,
it is adjusting fares to reflect additional operating costs.  The
fare increase applies to all fare types including published, web
and other special fares for travel on Air Canada, Air Canada Jazz,
ZIP and Air Canada codeshare flights.

In response to record high costs of jet fuel, base fares for
flights within Canada are being increased each way by CAD$7 on
short haul flights up to 799 miles and CAD$10 on long haul flights
over 800 miles.  Fares for flights to and from the United States
are being increased each way by CAD$14 (USD$10) on short haul
flights up to 1,000 miles and CAD$28 (USD$20) on long haul flights
over 1,000 miles. Fares to and from international destinations are
being increased by CAD$6 (USD$4) per flight segment.

The increases come into effect on tickets issued beginning May 28,
2004 for all domestic Canada and international travel, and are in
effect immediately for all U.S. transborder travel.

The cost of fuel is the second largest operating expense for
airlines after labor and in the case of Air Canada, fuel
represented approximately 14 per cent of its operating costs in
2003, and almost 15 per cent in the first quarter of 2004.

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


AMERCO: Objects To Travelers Casualty's $9.5 Million Claim  
----------------------------------------------------------
On June 26, 2003, Travelers Casualty & Surety Company and
affiliates filed Claim No. 1 for contingent, unliquidated,
general unsecured claim against Amerco.  Travelers asserts a
$9,543,392 claim "exclusive of renewal premiums, costs and
attorney fees which Travelers may become entitled to in the
future."

The Claim relates to payments that Travelers may be required to
make pursuant to seven surety bonds it issued to certain
obligees.  Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni,
Ltd., in Reno, Nevada, points out that although Travelers asserts
that "the Debtor is a principal" under the Bonds, the Bonds list
this information only:

Bond No.    Penal Sum   Principal               Obligee
--------    ---------   ---------               -------
103604532  $9,112,958   Republic Western Ins.   Minnesota
                                                Mining, etc.

103525189      42,700   U-Haul of Hawaii,       Hawaii Dept.
                        et al.                  of Land

103604544       9,100   Private Mini Storage    The Cat Rental
103604545     285,000   Realty, LP              Stores

103604549      85,634   Amerco Real Estate      Clark County, NV

103792181       2,000   U-Haul International    State of
                                                Washington

103798887       6,000   U-Haul Co. of           City of Richmond
                        Richmond                Virginia

Travelers seeks to protect its interest in subrogating Amerco's
rights as a purported principal in relation to these Bonds, in
the event that Travelers is required to make payments on the
Bonds.  Alternatively, Travelers asserts that:

   (i) in connection with certain "Indemnity Agreements," Amerco
       is required to pay all premiums and to indemnify
       Travelers if it incurs costs, loss or other expenses in
       relation to the Bonds; and

  (ii) through the Claim, it is submitting "claims on behalf of
       the obligees named in the Bonds and all other persons who
       may have claims against the Debtor based on which
       Travelers may become obligated to make any payment or
       incur expenses under the Bonds."

Travelers further contends that its Claim is "an administrative
claim under Section 503 of the Bankruptcy Code for obligations
arising out of the Debtors' postpetition activities or Bonds in
effect postpetition.

The Reorganized Debtors object to the Claim because:

   (a) it does not provide any information to indicate that any
       obligations are due, and Travelers did not amend the
       Claim to support the proposition that any amounts became
       due and owing under the Claim;

   (b) Travelers does not allege facts sufficient to support a
       legal liability of the Debtors as principals on the Bonds;

   (c) Travelers improperly asserts contingent, unliquidated
       claims on behalf of third parties; and

   (d) Travelers seeks allowance of an administrative expense
       through the claims process.

Accordingly, the Reorganized Debtors ask the Court to disallow
and expunge Claim No. 1, or, alternatively, to the extent deemed
necessary by the Court, schedule an evidentiary hearing on
Travelers' Claim at the Court's convenience.

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)


AMERICAN SEAFOODS: Extends 10-1/8% Senior Note Offer to June 14
---------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced that, as part of their previously announced tender offer
and consent solicitation for their outstanding 10-1/8% Senior
Subordinated Notes due 2010, they are extending the tender offer
expiration date. The tender offer, which had been set to expire at
5:00 p.m., New York City time, on May 24, 2004, will be extended
to 5:00 p.m., New York City time, on Monday, June 14, 2004, unless
extended by American Seafoods.

The closing of the initial public offering and the other financing
transactions contemplated by the registration statement on
Form S-1 (Registration No. 333-105499) is a condition precedent to
the consummation of the tender offer. On April 30, 2004, American
Seafoods filed Amendment No. 5 to its registration statement on
Form S-1 with the Securities and Exchange Commission.

The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003. Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date. Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170.00 per $1,000 principal amount of Notes, but not the
consent payment. As of the close of business on September 26,
2003, which was the consent expiration date and the last day on
which validly tendered Notes could have been withdrawn, American
Seafoods had received the requisite consents to the proposed
amendments to the Indenture governing the Notes. Consequently, the
proposed amendments were incorporated in the Third Supplemental
Indenture, which was executed and delivered on September 26, 2003,
by and among American Seafoods Group LLC, American Seafoods
Finance, Inc., the guarantors listed on Schedule A thereto and
Wells Fargo Bank Minnesota, National Association, as trustee. The
proposed amendments to the Indenture, which will not become
operative unless and until the Notes are accepted for purchase by
American Seafoods, will eliminate substantially all of the
restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in such
indenture.

As of May 24, 2004, all of the Company's existing senior
subordinated notes had been validly and irrevocably tendered.

Consummation of the offer is subject to certain conditions,
including consummation of certain financing transactions
contemplated by the registration statement on Form S-1 filed with
the Securities and Exchange Commission by American Seafoods
Corporation. Subject to applicable law, American Seafoods Group
LLC and American Seafoods Finance, Inc. may, in their sole
discretion, waive or amend any condition to the offer or
solicitation, or extend, terminate or otherwise amend the offer or
solicitation.

Credit Suisse First Boston, or CSFB, is the dealer manager for the
offer and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank
Minnesota, National Association, is the depositary in connection
with the offer and solicitation. The offer and solicitation are
being made pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated September 15, 2003, and the related
Consent and Letter of Transmittal, each as modified by American
Seafoods' press release, dated September 24, 2003, which
collectively set forth the complete terms of the offer and
solicitation. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc. at 212-929-5500. Additional information
concerning the terms of the offer and the solicitation may be
obtained by contacting CSFB at 1-800-820-1653.

American Seafoods, headquartered in Seattle, Washington, is the
largest harvester and at-sea processor of pollock and hake and the
largest processor of catfish in the United States.


ARROW AIR: Creditors' Committee Supports Reorganization Plan
------------------------------------------------------------
The committee of creditors appointed in Arrow Air, Inc.'s chapter
11 proceeding has agreed to a consensual plan of reorganization
that will bring the all-cargo airline out of bankruptcy, secure
its edge in the international air cargo industry, and protect
hundreds of jobs in South Florida's aviation, cargo and
international trade industries.

A disclosure hearing was held on Wednesday, May 19, in which
Arrow, its new secured lender, Arrow Air II, and other non-secured
lenders agreed to a substantial plan that provides a favorable
restructuring of the company and ensures strong future operations.
On June 10, 2004, Chief U.S. Bankruptcy Judge Emeritus A. Jay
Cristol is expected to confirm the plan of reorganization, after
which Arrow will no longer be operating under Chapter 11
bankruptcy protection and will become a new, reorganized company.

"We are extremely pleased to have the full support of our secured
lender," said Arrow Air President Frank Visconti. "With this joint
plan, Arrow Air will be able to maintain its leading position in
the air cargo industry and will remain a viable contributor to the
South Florida economy." Arrow Air is the only remaining US
registered heavy freight carrier based in Miami, Florida,
providing more comprehensive air cargo services between the United
States and the Caribbean and South and Central America than any
other carrier in the market. Arrow Air has more than 3,500
customers worldwide, serving international and domestic freight
forwarders, integrated carriers, passenger and cargo airlines, the
U.S. Department of Defense and the United States Postal Service.

The three principals of Arrow Air II LLC are Michael T. Tokarz,
Phillip T. George, M.D., and James J. Pinto, Esq. Mr. Tokarz is
Managing Member of The Tokarz Group, a limited liability company.
He serves on numerous corporate boards of directors in the U.S.
and abroad, including MVC Capital, Conseco, Inc., Evenflo Company,
Inc., Athleta Corporation, Lomonosov Porcelain Company (Russia)
and Apertio Limited Partners (UK). Dr. George is co-founder and
former chairman of Trivest, Inc. a middle market leveraged buyout
firm, which has sponsored acquisitions and recapitalizations
totaling more than $1.3 billion over 14 years. A board-certified
plastic and reconstructive surgeon with 17 years of clinical
experience, Dr. George is now actively involved in the
organization and management of multiple investment partnerships
and venture capital transactions. He is one of the three founders
of Brava, LLC, where he presides as Chairman and CEO. Mr. Pinto is
President of the Private Finance Group Corp., an investment and
merchant banking firm. He has served as a General Partner for
investment partnerships since 1985, including Grace-Pinto LP,
which completed transactions in Canada, Great Britain and the
United States. He has served on the boards of numerous portfolio
companies, as well as public companies traded on the NYSE,
American and NASDAQ.


ATLANTIC MODULAR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atlantic Modular Homes, Inc.
        2219 Church Road
        Toms River, New Jersey 08753

Bankruptcy Case No.: 04-27629

Type of Business: The Debtor manufactures modular homes.

Chapter 11 Petition Date: May 24, 2004

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Eugene D. Roth, Esq.
                  Law Office of Eugene D. Roth
                  Valley Park East
                  2520 Highway 35, Suite 303
                  Manasquan, NJ 08736
                  Tel: 732-292-9288
                  Fax: 732-292-9303

Total Assets: $3,900,000

Total Debts:  $5,250,844

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Federal Withholding       $524,850
100 Dey Place                 Tax
Edison NJ

Allied Capital Funding LLC    Line of Credit            $275,000
c/o Broege, Neumann, Fischer
25 Abe Voorhees Drive
Manasquan NJ 08736

N.J. Casulty Insurance        Insurance Premiums        $198,095

Wesco Distribution            Supplier                  $151,084

Camile & Stephen Kroger       Customer Claim            $134,865

Calley Lumber Co.             Supplier                  $133,523

Dennis & Joyce Pfefferkorn    Shareholder loans         $127,712

State of NJ/Div. of Taxation  GIT-ER                    $102,036

N.J. Casulty Insurance Co.    Insurance Premiums         $93,994

Mark Stutzman                 Customer Claim             $88,000

John Leahy & Richard Scuderi  Customer Claim             $72,727

Universal Forest Products     Supplier                   $72,669
Inc.

Help U Build                  Commission Claim           $55,938

L & W Suppy Co.               Supplier                   $53,751

Mr. & Mrs. Wilber             Customer Claim             $49,217

James & Pamela Accardi        Customer Claim             $40,000

Neil & Stephanie Mcelroy      Customer Claim             $38,000

Citi Capitol                  Goods & services           $35,978

Michael & Estelle Remsen      Customer Claim             $28,150

Citi Capital Vendor Finance   Goods & services           $25,979


AVADO BRANDS: Wants Exclusive Period Stretched through Sept. 30
---------------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates are asking the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to extend the exclusive time within which only the
Company has the right to file a chapter 11 plan and solicit
acceptances of that plan.

The Debtors tell the Court that they need until September 30,
2004, to file the plan and until November 30, 2004, to solicit
acceptances of that plan from their creditors.

The Debtors report that as evidence of their good faith progress
to date, in recent meetings with the Creditors' Committee and
postpetition lender, they proposed a go-forward business plan to
serve as a basis for the plan of reorganization.  As part of this
process, the Debtors have undertaken a comprehensive review of
their operations and potential operating alternatives for their
restaurant brands. The Debtors also are reviewing their extensive
real estate portfolio.

In order to prudently implement the business plan components prior
to emergence, the Debtors believe an extension of the Exclusive
Periods is necessary to allow sufficient time in formulating a
plan of reorganization based on the elements of their go-forward
business plan.

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.


AZTAR CORP: S&P Rates $250MM Senior Subordinated Notes at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Aztar Corp.'s proposed $250 million senior subordinated notes due
2014.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and senior secured bank loan ratings on the Phoenix, Ariz.-
based company. The 'B+' subordinated debt rating is also affirmed.
The outlook is stable. Pro forma for the new notes, Aztar had $648
million in debt and $5.1 million in preferred stock outstanding at
March 31, 2004.

"The ratings for Aztar reflect its modest debt leverage, offset by
cash flow concentration from its flagship Atlantic City property
where the company is in the midst of an expansion project," said
Standard & Poor's credit analyst Peggy P. Hwan.

The securities will be privately placed under Rule 144A of the
Securities Act of 1933. Proceeds, net of expenses, will be used to
redeem Aztar's existing $235 million 8.875% senior subordinated
notes due May 2007 and to repay some bank debt.

Ratings stability reflects the expectation that although leverage
is expected to increase in the near term as the company completes
its Atlantic City expansion through September 2004, the company's
portfolio of casino properties will continue to generate cash flow
that will allow it to maintain debt leverage close to 4.0x.

Aztar operates five casinos: two Tropicana-branded hotel casinos,
one located on the Atlantic City boardwalk and the other on the
Las Vegas Strip, Nevada; two Casino Aztar-branded riverboats, one
located in Caruthersville, Mo. and the other in Evansville, Ind.;
and the Ramada Express casino in Laughlin, Nev.

For the quarter ended March 31, 2004, Aztar's consolidated EBITDA
was $46.8 million, a 5% increase from the prior-year period.
Aztar's operating performance was affected by a 6% year-over-year
EBITDA decline at the Trop. A.C., which contributes approximately
50% of property-level EBITDA. The first-quarter decline resulted
from increased competition in Atlantic City following the opening
of the Borgata in July 2003 and effects associated with
construction disruption at Trop A.C. and an accident that
occurred in October 2003.


CABLETEL COMMS: Ontario Securities Commission Orders Cease Trade
----------------------------------------------------------------
The Ontario Securities Commission enters a Cease Trade Order in
respect of the Management & Insiders of Cabletel Communications
Corp.
    
A hearing on the Temporary Cease Trading Order dated May 25, 2004
for failure to make statutory filings will take place on June 7,
2004.

                           *   *   *

A copy of the order:

              IN THE MATTER OF THE SECURITIES ACT
                 R.S.O. 1990, c.S.5, AS AMENDED

                              AND

                       IN THE MATTER OF
            GREG WALLING, LEN COCHRANE, JAMES L. FAUST
                   AND LAWRENCE A. MARGOLIS

             NOTICE OF TEMPORARY ORDER AND HEARING
             _____________________________________

                      (subsection 127(9))

     WHEREAS the Director made an order under paragraph 2 of
subsection 127(1) and subsection 127(5) of the Act on the 25th day
of May, 2004, a copy of which is attached, that all trading,
whether direct or indirect, by each of Greg Walling, Len Cochrane,
James L. Faust and Lawrence A. Margolis in securities of CABLETEL
COMMUNICATIONS CORP. cease for a period of fifteen days from the
date of the Temporary Order;

     AND WHEREAS the Temporary Order was made because the
Reporting Issuer failed to file:

    -  its audited annual statements for the year ended
       December 31, 2003 and interim statements for the
       three-month period ended March 31, 2004 as required under  
       Ontario securities law;

     AND WHEREAS the Temporary Order was made because the Director
was of the opinion that the length of time required to conclude a
hearing could be prejudicial to the public interest;

     AND WHEREAS the Director may revoke the Temporary Order
within the fifteen-day period if the Reporting Issuer remedies the
Default to the satisfaction of the Director;

     AND WHEREAS a true copy of this Notice of Temporary Order and
Hearing was served this day to the Respondents;

     TAKE NOTICE that, if the Default continues, a hearing will be
held pursuant to section 127 of the Act to consider whether an
order should be made under paragraph 2 of section 127(1) of the
Act that all trading, whether direct or indirect, in securities of
Cabletel Communications Corp. by any of the Respondents cease
permanently or for such period as is specified in the order by
reason of the continued Default;

     AND FURTHER TAKE NOTICE that if a Respondent intends to
attend at the Hearing, the Respondent must notify the Director of
the Respondent's intention to attend in writing, within seven days
from the date of service of this Notice;

     AND FURTHER TAKE NOTICE that where a Respondent has so
notified the Director that the Respondent intends to be present at
the Hearing, then the Hearing will be held, with respect to that
Respondent only, before the Commission pursuant to section 127 of
the Act at 20 Queen Street West, 17th Floor, Toronto, Ontario at a
date and time to be determined, which shall be within 15 days of
the date of the Temporary Order;

     AND FURTHER TAKE NOTICE that if a Respondent has notified the
Director that the Respondent intends to be present at the Hearing
and a party fails to attend the Hearing before the Commission, the
Hearing may proceed without that party and such party will not
receive further notice of the proceedings;

     AND FURTHER TAKE NOTICE that if a Respondent fails to notify
the Director within seven days from the date of this Notice that
the Respondent intends to be present at the Hearing, then the
Hearing will be held before the Director with respect to the
Respondent, without the Respondent pursuant to section 127 of the
Act at 20 Queen Street West, 16th Floor commencing on 7th day of
June, 2004 at 10:00 a.m., or as soon as possible after that time,
and the Respondent will have no opportunity to attend and make
submissions at the Hearing;

     AND FURTHER TAKE NOTICE that the Director may extend the
Temporary Order under subsection 127(7) of the Act until the
Hearing is concluded or under subsection 127(8) of the Act if
satisfactory information is not provided to the Director within
the fifteen day period.

DATED at Toronto this 25th day of May, 2004.

                           Ontario Securities Commission

                                (signed)
                           _________________________________
                           John Hughes, Corporate Finance

CC: Computershare Trust Company of Canada


                           *   *   *

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

As previously announced, as a result of its previously disclosed
liquidity issues and working capital shortfall, the Company is
currently unable to file its annual financial statements and
related MD&A for the year ended December 31, 2003, its interim
financial statements and related MD&A for the three months ended
March 31, 2004, or its Annual Information Form (AIF) on a timely
basis as prescribed by Canadian securities laws.

The Company is exploring a restructuring of the Company's
corporate shell for a possible sale. Under such circumstances the
Company would seek to (i) restructure or resolve creditor claims,
and (ii) file financial statements, MD&A and AIF as required.
Furthermore, any such resolution may require the Company to seek
protection under applicable bankruptcy laws.


CARIBBEAN RESTAURANTS: S&P Assigns B+ Rating, Outlook Now Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to quick-service restaurant operator Caribbean Restaurants
LLC's proposed $30 million revolving credit facility and $180
million term loan B, which mature in 2009. A recovery rating of
'3' was also assigned to the loan, indicating a the expectation of
a meaningful recovery of principal (50%-80%) in the event of a
bankruptcy or default. The proceeds from the term loan, together
with the proceeds from the issuance of $75 million of unrated
subordinated notes and $2 million of borrowings under the
revolving credit facility, will be used to fund a portion of the
$335 million acquisition of CRI, to repay existing debt, and for
general corporate purposes.

At the same time, Standard & Poor's revised the outlook on CRI to
negative from positive due to the change in the amount and
composition of a pending debt transaction, and the resulting
increase in the interest expense burden. The existing ratings on
the company, including the 'B+' corporate credit rating, were
affirmed. CRI is the third-largest franchisee of Burger King
restaurants, with 165 of them. All of its stores are located in
Puerto Rico.

"Ratings on CRI reflect the company's highly leveraged capital
structure, the risks of operating in the extremely competitive
quick-service restaurant industry, the company's small size, and
its regional concentration," said Standard & Poor's credit analyst
Diane Shand. "These weaknesses are partially offset by CRI's
dominant position in the Puerto Rican market, autonomy within the
Burger King system, consistently good operating performance, and
light maturity schedule."

CRI's overall business risk is influenced heavily by strong
competition in the fast-food segment, especially from McDonald's
and Subway in Puerto Rico. The company derives strength from its
exclusive franchise agreement with Burger King for the Puerto
Rican market and the unique characteristics of that market. The
company is the dominant player in the $950 million Puerto Rican
fast-food market. It controls 17% of total units and 25% of total
revenues. Subway, with an 18% share of total fast-food units, and
McDonald's, with 12%, are its closest competitors. The company
also competes with other quick-service eating establishments, mom-
and-pop takeouts, pizza restaurants, convenience food stores,
delis, and supermarkets. Demographics in the region are favorable
for quick-service restaurants. Puerto Rico has a higher percentage
than the U.S. of people between the age of 15 and 34, and of low-
to moderate-income families -- both segments are the heaviest
consumers of fast food. In addition, the population density in
Puerto Rico is 10 times that of the U.S., and labor and occupancy
costs are also lower than in the U.S.

CRI has generated consistently good operating results since 1991,
and Puerto Rico is one of the few locations worldwide in which
Burger King performs in line with McDonald's. CRI stores generate
average annual revenue of $1.5 million, which is 50% higher than
the average U.S.-based Burger King and slightly below the revenue
of a U.S.-based McDonald's. Nevertheless, the company's narrow
geographic focus leaves it susceptible to changes in the Puerto
Rican economy. For example, the company was negatively affected by
the downturn in the region's economy in 2001 and 2002: Same-store
sales and operating margins declined in both years. However,
operating performance has since improved due to good store
execution and improvements in the economy.


CITIGROUP COMMERCIAL: S&P Assigns Prelim. Ratings to 2004-C1 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Citigroup Commercial Mortgage Trust 2004-C1's $1.18
billion commercial mortgage pass-through certificates series 2004-
C1.

The preliminary ratings are based on information as of May 25,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying loans, and the
geographic and property type diversity of the loans. Classes A-1,
A-2, A-3, A-4, B, C, D, and E are currently being offered
publicly. The remaining classes will be offered privately.
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.43x, a beginning
LTV of 94.3%, and an ending LTV of 80.9%.
   
                       Preliminary Ratings Assigned
               Citigroup Commercial Mortgage Trust 2004-C1
   
               Class              Rating           Amount ($)
               A-1                AAA              68,457,000
               A-2                AAA             162,500,000
               A-3                AAA             224,418,000
               A-4                AAA             546,724,000
               B                  AA               31,039,000
               C                  AA-              13,302,000
               D                  A                26,605,000
               E                  A-               13,302,000
               F                  BBB+             14,780,000
               G                  BBB              11,824,000
               H                  BBB-             19,214,000
               J                  BB+               5,913,000
               K                  BB                5,912,000
               L                  BB-               5,912,000
               M                  B+                5,912,000
               N                  B                 2,956,000
               P                  B-                4,434,000
               Q                  N.R.             19,214,717
               PM(1)              N.R.              3,322,214
               X-1*               AAA         1,182,418,797**
               X-2*               AAA                     N/A
               *    Interest-only class.
               **   Notional amount. N.R.-Not rated.
               N/A  Not applicable.


COVANTA ENERGY: Objects To Various Big Executory Contract Claims
----------------------------------------------------------------
The Covanta Energy Corporation Debtors ask the Court to disallow
and expunge 119 proofs of claim that relate to claims filed by
parties to Assumed Executory Contracts for defaults, or balance
owed.

The Executory Contract Claims include:

   Claimant                     Claim No.           Amount
   --------                     ---------           ------
   Babcock & Wilcox            2162 - 2164        $741,656
   Babcock & Wilcox                2167            741,656
   City & County of Honolulu       2429          1,537,814
   City of Alexandria              3678            287,685
   DPW - Stanislaus County         3668            329,626
   Fairfax Solid Waste Authority   2702            857,815
   Marion County                   2462         24,551,120
   Martin GMBH FUR UMWELT-UND      1925          2,468,339
   Parkson Corporation             2753            407,608
   Town of Babylon Industrial
      Development Agency         3180-01        80,220,000
   Town of Huntington            2820-01       290,321,932

According to Christine L. Childers, Esq., at Jenner & Block, in
Chicago, Illinois, the Executory Contract Claims are not valid
outstanding obligations of the Debtors because:

   -- the Covanta Second Reorganization Plan was confirmed and
      the Executory Contracts have been assumed; and

   -- the Claimants will receive cure amounts related to those
      Assumed Executory Contracts as laid down in the Cure
      Notices or otherwise ordered by the Court.

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)   


COVENTRY HEALTH: Shareholders to Meet on June 3 in Bethesda, Md.
----------------------------------------------------------------
The Annual Meeting of Coventry Health Care, Inc. Shareholders will
be held on Thursday, June 3, 2004, at 9:30 a.m., Eastern Daylight
Saving Time, at the Bethesda Marriott, 5151 Pooks Hill Road,
Bethesda, Maryland 20814, Telephone (301) 897-9400.

At the meeting, the shareholders will act on the following
matters:

   1. To elect three Class I Directors to serve until the annual
      meeting of shareholders in 2007;
    
   2. To approve the 2004 Incentive Plan;
    
   3. To ratify the appointment of Ernst & Young, LLP as the
      Company's independent auditors for 2004; and
    
   4. To transact such other business as may properly come before
      the meeting or at any adjournment(s) thereof.
    
All shareholders of record of the Company's common stock at the
close of business on Monday, April 5, 2004, are entitled to vote
at the 2004 Annual Meeting or at any adjournment of the meeting.

Coventry Health Care (A.M. Best, bb+ Senior Unsecured Debt Rating)
is a managed health care company based in Bethesda, Maryland
operating health plans and insurance companies under the names
Altius Health Plans, Coventry Health Care, Coventry Health and
Life, Carelink Health Plans, Group Health Plan, HealthAmerica,
HealthAssurance, HealthCare USA, PersonalCare, SouthCare, Southern
Health and WellPath. The Company provides a full range of managed
care products and services, including HMO, PPO, POS,
Medicare+Choice, Medicaid, and Network Rental to 3.1 million
members in a broad cross section of employer and government-funded
groups in 14 markets throughout the Midwest, Mid-Atlantic and
Southeast United States. More information is available on the
Internet at http://www.cvty.com/


DIAL CORPORATION: Deregisters Shares Following Henkel Merger
------------------------------------------------------------
The Dial Corporation has deregistered all the shares of common
stock of the Company previously registered under its Registration
Statement on Form S-8 (File No. 333-67619) and remaining available
thereunder. In connection with its merger with Henkel KgaA and
Henkel Merger Corporation, the Company will no longer offer common
stock as an investment option under either The Dial Corporation
Amended and Restated Management Deferred Compensation Plan or The
Dial Corporation Amended and Restated Directors Deferred
Compensation Plan.

                         *    *    *

As previously reported, Standard & Poor's Ratings Services revised
its rating outlook for household products manufacturer Dial Corp.,
to positive from stable. At the same time, Standard & Poor's
affirmed its ratings on Dial.

Standard & Poor's rates the Company's $250,000,000 of 7% Notes due
August 15, 2006, and $250,000,000 of 6-1/2% Notes due September
15, 2008, in low-B territory.


DIGITAL LIGHTWAVE: Optel to Extend Debt Term & Provide More Funds
-----------------------------------------------------------------
Digital Lightwave, Inc. (Nasdaq:DIGL) announced that on May 21,
2004, the board of directors of Digital Lightwave, Inc. approved
and ratified a non-binding term sheet with Optel Capital, LLC to
provide financing and to restructure its outstanding debt with
Optel Capital, LLC and Optel, LLC. Optel is controlled by Dr.
Bryan J. Zwan, the Company's majority stockholder and chairman of
the board of directors.

                    Extension of Maturity Date

Pursuant to the Term Sheet, Optel would agree to extend the
maturity of approximately $18.4 million of outstanding principal
plus accrued interest evidenced by those several secured
promissory notes issued by the Company to Optel from July 31, 2004
until December 31, 2005.

                     Additional Advances

In addition the parties are negotiating the amount of additional
proceeds which Optel may advance to the Company to assist it in
satisfying its pending settlement and restructuring obligations
and short term working capital needs. The amount of the Subsequent
Advances will be determined by the parties prior to executing
definitive documents and would be made on a secured basis and on
substantially the same terms as the Outstanding Debt.

                     Convertible Debt

In exchange for extending the maturity date and providing
additional funds, all of the Outstanding Debt and the amount of
all Subsequent Advances would become convertible into common stock
of the Company at the option of Optel at any time prior to the
extended maturity date. The conversion price of such debt would be
equal to the lesser of (i) $1.05 (equal to 100% of the average of
the daily volume-weighted average price of the Company's common
stock quoted on the NASDAQ during the period of five consecutive
trading days ending on, but not including, the date of the initial
execution of the Term Sheet, or May 12, 2004), (ii) 100% of the
average of the daily volume-weighted average price of the
Company's common stock quoted on the NASDAQ during the period of
five consecutive trading days ending on, but not including, the
date the parties execute the definitive agreements contemplated in
the Term Sheet, or (iii) 100% of the average of the daily volume-
weighted average price of the Company's common stock quoted on the
NASDAQ during the period of five consecutive trading days ending
on, but not including, the date the Company obtains disinterested
stockholder approval of the transactions contemplated in the Term
Sheet. The conversion price would be subject to adjustment for
stock splits, stock dividends and recapitalizations and would be
subject to broad-based anti-dilution adjustments for issuances by
the Company of equity securities at a purchase price per share
less than the conversion price. All of the debt would continue to
be secured by a first priority security interest in all of the
assets of the Company.

                        Warrants

In addition, the Company would issue Optel two warrants to
purchase common stock as soon as practicable following stockholder
approval of the transactions contemplated by the Term Sheet. Each
warrant would be exercisable into that number of shares of common
stock equal to the number of shares into which the Outstanding
Debt and Subsequent Advances would be convertible and would have
an exercise price equal to the conversion price of such debt. The
first warrant would be exercisable for a period of 5 years
following its date of issuance (the "Long Term Warrant") and the
second warrant would be exercisable for a period of 180 days
following the effective date of the registration statement
covering the resale of the common stock issuable upon conversion
of the debt or exercise of the warrants (the "Short Term Warrant"
and together with the Long Term Warrant, the "Warrants"). The Long
Term Warrant would include a cashless net exercise provision, but
the Short Term Warrant would only be exercisable for cash or
cancellation of indebtedness. The exercise price of the Warrants
would be subject to the same anti-dilution protection as the
conversion price of the convertible debt.

                        Corporate Approvals

On May 21, 2004, the board of directors of the Company, based on
the recommendation of the special committee of the board,
consisting of its independent directors, approved the Term Sheet.
Dr. Zwan abstained from voting on the approval of the Term Sheet.
In connection with its deliberations regarding the Term Sheet, the
special committee engaged Houlihan Smith & Company, Inc. as its
financial advisor. Houlihan completed an independent analysis and
provided the special committee with an opinion that the
transaction was fair, from a financial point of view, to the
Company's stockholders, other than Dr. Zwan.

Optel has made it a condition to its debt becoming convertible and
the issuance of the Warrants that such transactions be approved by
a majority of the stockholders of the Company whom are not
affiliated with Optel or any of its affiliates. Optel has also
indicated to the Company that in the event a majority of such
stockholders do not approve such transactions, the Outstanding
Debt plus the principal and accrued interest outstanding on all of
the Subsequent Advances would become due and payable in full on
July 31, 2004; provided, that if the date of the meeting of
stockholders of the Company at which the transactions contemplated
in the Term Sheet are to be approved occurs later than July 31,
2004, Optel would extend such date until the first date following
the date of such meeting, but in no event later than September 15,
2004.

                     Registration Rights

The Company would be required to file a registration statement
covering the resale of the shares of common stock issuable upon
conversion of the Outstanding Debt, the principal and accrued
interest outstanding on all of the Subsequent Advances, the
Warrants and up to an additional 5,000,000 shares of common stock
currently held by Optel and its affiliates as soon as practicable
following stockholder approval of the transactions contemplated by
the Term Sheet.

"In light of the general improvement in the economy and the
increased business activity of the Company, the proposed
transactions will provide the Company with the resources which
will allow it to focus on growing the business," commented Mr.
Robert Moreyra, chairman of the special committee of the board of
directors reviewing and approving the Term Sheet. "For the past
two years, the Company, along with many other companies in the
industry, has been downsizing and restructuring. Over that period,
Optel stood by the Company providing capital when the Company was
unable to secure other financing alternatives. As of today, the
Company has restructured most of its debt obligations, and
refocused and aligned its strategic plan and product development
roadmap. The transactions proposed by Optel will assist management
in completing its debt restructuring and executing its strategic
plan."

Jim Green, President and CEO of the Company, stated that, "We have
a plan for growth and if we are able to complete the Optel
financing and restructuring, management will have an opportunity
to direct its focus to a return to profitability."

The Term Sheet is non-binding and for discussion purposes only and
is subject to the execution and delivery of definitive documents.

                  About Digital Lightwave, Inc.

Digital Lightwave, Inc. -- whose March 31, 2004 balance sheet
shows a stockholders' deficit of $23,557,000 -- provides the
global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks. Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.


DIMON INC: S&P Places Low-B Ratings On Credit Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on independent leaf tobacco
processor DIMON Inc. on CreditWatch with negative implications.
Negative implications means that the ratings could be affirmed or
lowered following completion of Standard & Poor's review.

About $475 million of rated debt of Danville, Virginia-based DIMON
is affected.

"The CreditWatch placement follows the company's announcement that
besides the original charge DIMON expected to take with regard to
the restructuring its U.S. operations' production capacity, the
restructuring charge will now be expanded to cover operations in
other regions," said Standard & Poor's credit analyst Jayne M.
Ross. In addition, the company also expects to incur a much larger
net loss. "This loss will include the effects of the previously
announced change in leaf tobacco sourcing and weakness in the U.S.
dollar as well as the impact of inventory valuation issues and
higher costs related to insurance and professional fees in the
shorten fiscal year ended March 31, 2004."

Standard & Poor's expects to meet with management in the near-term
to discuss the company's business strategies and financial
policies. DIMON is one of the leading tobacco dealers and
processors with worldwide operations in over 30 countries.


DONINI INC: Discusses Franchise Operations' April Performance
-------------------------------------------------------------
Following an internal review, President and CEO Peter Deros of
Donini, Inc., (OTCBB, "DNNI") announced the operational
performance of the 26 Pizza Donini franchise locations for the
month of April. Sales for the month were $725,823 (Can) with the
largest store earning $39,585 (Can) in sales and the smallest
store earning $20,750 (Can) in sales. This compares favorably with
the previous month in which total sales reached $700,420 (Can)
from franchise store operations. Total orders taken at the
Company's (514-383-6000) call center for the month were 25,770,
indicating an average order ticket of $16.18 (Can). Orders for the
previous month were 23,979 indicating an increase in orders and an
increase in the average ticket price.

"Overall we were pleased with our results for the month of April,
however we are not yet satisfied that our franchises are operating
at optimal efficiency. We believe that with proper marketing, new
product mixes, and corporate support, our franchisees can grow
sales by 5 - 7% within the next 12 months," stated Peter Deros.

The Company earns $25,000 (Can) on each sale of franchises, plus
an additional 5% royalties on all franchise sales, and additional
revenues from sales of sauces, dough and other proprietary
ingredients. The Company also earns 6% for each order taken by its
35 agent position call center via Donini's single point phone
number, (514-383-6000). The Company recently announced it had
received an interim financing commitment of $1.0 million US
dollars, and Mr. Deros stated that the transaction will close
prior to the end of May 2004 on terms that are very advantageous
to the Company and stockholders.

                        About the Company

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


EARLE M JORGENSEN: March 31 Balance Sheet Insolvent by $37 Million
------------------------------------------------------------------
The Earle M. Jorgensen Company (EMJ) reported results for the
Company's fourth fiscal quarter of 2004 and fiscal year ended
March 31, 2004.

Revenues increased 30.9% to $322.1 million and operating income
increased 16.7% to $24.5 million for the fourth quarter of fiscal
2004, when compared to $246.0 million and $21.0 million,
respectively, for the same period in fiscal 2003. The Company had
record revenues for the quarter, with tonnage shipped up
approximately 22% from the prior year quarter. Net income for the
fourth quarter of fiscal 2004 was $10.0 million versus $8.0
million for the same period in fiscal 2003. The 2004 fourth
quarter financial results include a charge to record inventory on
a last in first out basis (LIFO) of $13.8 million.

Revenues increased 13.1% to $1,040.4 million in fiscal 2004 when
compared to $919.9 million for fiscal 2003. Operating income
increased 36.0% to $69.5 million for fiscal 2004, as compared to
$51.1 million for fiscal 2003. Fiscal 2003 included a loss of
$12.3 million resulting from early termination of debt. Net income
for fiscal 2004 was $15.3 million compared to $2.4 million for the
same period in fiscal 2003. Fiscal 2004 results included a gain of
$1.2 million from the sale of surplus property, $4.9 million of
pre-tax income for redemption of life insurance policies and a
charge related to LIFO of $14.3 million.

Maurice S. Nelson, Jr., EMJ's President and Chief Executive
Officer stated, "We are very pleased with our record fourth
quarter results. We were well positioned to respond to the recent
dramatic changes in the industrial metals market. Our goal is to
maintain a consistent source of metals to our customers who depend
on EMJ for their materials supplies."

"Nearly all of the industries that we serve have shown dramatic
growth in demand, and most of our locations shipped record volumes
in the fourth quarter."

EMJ also announced that the proposed restructuring of the combined
capital structure of EMJ with Earle M. Jorgensen Holding Company,
Inc., its parent company, had been delayed. Because of the delay,
additional negotiations among Holding's security holders and
changes to the structure of the transaction are required before it
can proceed. As EMJ noted in January, the transaction would not
have affected its day-to-day operations, and likewise, the delay
will not affect its customers, suppliers and employees, who will
continue to deal with the Earle M. Jorgensen Company.

At March 31, 2004, Earle M. Jorgensen Company's balance sheet
shows a stockholders' deficit of $37,359,000 compared to a deficit
of $48,016,000 at March 31, 2003.

                       About the Company

EMJ is one of the largest independent distributors of metal
products in North America with 36 service and processing centers.
EMJ inventories more than 25,000 different bar, tubing, plate, and
various other metal products, specializing in cold finished carbon
and alloy bars, mechanical tubing, stainless bars and shapes,
aluminum bars, shapes and tubes, and hot-rolled carbon and alloy
bars.


ENRON CORP: Asks Court To Authorize Entrada Interests Sale
----------------------------------------------------------
Enron North America Corporation and ECT Merchant Investments
Corporation ask the Court to:

   (a) allow their consent to the sale of (i) the Class A
       membership interests in Entrada Energy Ventures, LLC, by
       ECTMI Trutta Holdings, LP, and (ii) the Class B membership
       interests by Joint Energy Development Investments II
       Limited Partnership, in accordance with the terms and
       conditions of the Purchase Agreement, dated April 27,
       2004, by and among the Sellers JEDI II and Trutta, and
       Crescendo Resources, LLC;

   (b) authorize the consummation of the contemplated
       transactions; and

   (c) approve the settlement by and among ENA, ECTMI, Trutta,
       Entrada, Enron Capital Management II Limited Partnership,
       and Enron Capital Management III Limited Partnership.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that JEDI II owns 100% of the Class B Interests and
Trutta owns 100% of the Class A Interests of Entrada.  Entrada's
primary investment is an 87.79% ownership interest in Crescendo
Energy, LLC.  Crescendo Energy's business focuses on the
acquisition, production, and processing of low BTU gas reserves
located in the Douglas Creek Arch region of Colorado and Utah.  
In addition, Crescendo Energy offers contract-processing services
for similar third-party reserves.  Crescendo Energy processes low
BTU gas via a recently constructed gas processing and treating
facility, which is known as the Badger Wash Gas Plant.

ECM II, an indirect wholly owned limited partnership of ENA, is
the general partner of JEDI II and holds a 1% interest.  JEDI
II's limited partners are ECM III, an indirect wholly owned
limited partnership of ENA, which owns a 49% interest, and the
California Public Employees' Retirement System, a unit of the
State & Consumer Services Agency of the State of California,
which owns the remaining 50% interest.  Through ECM II and ECM
III, ENA holds a 50% interest in JEDI II.

Brook I, LLC, an indirect, wholly owned subsidiary of ENA, is the
general partner of Trutta and the remaining interests of Trutta
are directly owned by ECTMI and indirectly owned by Whitewing
Associates, L.P.  The sole member of Brook I is ECTMI.

                  Marketing Efforts

Mr. Sosland informs the Court that the Sellers have been
conducting extensive marketing efforts for the sale of the
Interests since September 2003.  In marketing the Interests, the
Sellers focused on investors interested in natural gas reserves
located in the Rocky Mountains.  

The Sellers contacted or were contacted by 58 potential bidders.  
Out of this initial group, 16 requested data room access, which
consequently resulted in offers from five bidders.  In
conjunction with the evaluation of the offers received, JEDI II
and Trutta have negotiated with Crescendo Resources for the
purchase of the Interests and to serve as a stalking horse in
connection with the auction of the Interests.

                  The Purchase Agreement

After extensive and substantial arm's-length negotiations, the
Sellers and Crescendo Resources agreed on these terms and
conditions:

A. Purchase Price and Adjustments

   The consideration to be paid by Crescendo Resources for the
   Interests consists of:

   (a) $6,170,000, as this amount may be adjusted prior to
       closing, and as may be adjusted post-closing, of which
       50% will be paid to JEDI II and 50% will be allocated to
       Trutta; and

   (b) as set forth on Schedule 3.1(a) to the Purchase
       Agreement, (1) the discharge and payment in full of
       certain indebtedness of Entrada, and (2) the agreement to
       cause Entrada to continue to pay in the ordinary course
       of business all principal, interest, and expenses of all
       indebtedness, including without limitation, any guaranty
       of any indebtedness of its subsidiaries outstanding by
       Entrada.

B. Deposit

   Crescendo Resources will deposit with the Escrow Agent
   $1,000,000 of which 50% will be allocated to JEDI II and 50%
   will be allocated to Trutta.  Pursuant to the Escrow
   Agreement and the Purchase Agreement, the Deposit will either
   be applied towards the Initial Purchase Price, returned to
   Crescendo Resources or be paid to each Seller proportionally
   to their Interests, as applicable.

C. Closing

   The Closing will take place on the second Business Day after
   the conditions to Closing have been satisfied or waived by
   the parties entitled to waive the condition.

D. Termination of the Purchase Agreement

   The Purchase Agreement is terminable prior to the Closing
   Date:

   (a) by the written consent of Sellers and Crescendo Resources;

   (b) by any of the Sellers or Crescendo Resources if the
       Closing has not occurred on or before June 28, 2004; or

   (c) by either party, as the case may be, as provided in the
       Purchase Agreement.

E. Break-Up Fee

   In the event of an Alternative Transaction, the Sellers will
   pay Crescendo Resources $430,000 from the proceeds at closing
   of an Alternative Transaction in amounts proportional to
   their interests in Entrada to Crescendo Resources under the
   circumstances set forth in the Purchase Agreement; provided,
   however, that in the event that the Purchase Agreement
   terminates pursuant to Section 4.2(b) of the Purchase
   Agreement and Sellers consummate an Alternative Transaction
   where the aggregate Consideration for the Alternative
   Transaction exceeds the Consideration and the closing date of
   the Alternative Transaction falls within 60 days after
   termination, then, in that event, the Break-up Fee will be the
   aggregate amount that the Consideration in the Alternative
   Transaction exceeds the aggregate Consideration under the
   Purchase Agreement up to an amount not to exceed $430,000, to
   be paid by Sellers from the proceeds at the closing of the
   Alternative Transaction.

According to Mr. Sosland, the contemplated transaction should be
approved because:

   (a) ENA and ECTMI's interest in the Interests is not integral
       to nor contemplated to be a part of their reorganization;

   (b) The Purchase Agreement was negotiated at arm's length;

   (c) The Purchase Price represents fair market value for the
       Interests; and

   (d) The Debtors are not aware of any liens, claims or
       encumbrances relating to the Interests.

                      Settlement of Dispute

In August 2000, Crescendo Energy sold volumetric production
payment to Entrada.  At that time, Mr. Sosland says, ENA owned
the Class A membership interest in Entrada and JEDI II owned the
Class B membership interest.  On December 7, 2000, ENA assigned
its Class A membership interest in Entrada to ECTMI, which then
assigned it to Trutta.

On December 28, 2000, Entrada sold the VPP to Brazos VPP Limited
Partnership.  The next day, Entrada distributed around $3,800,000
in respect of equity to each of JEDI II and ECTMI.  However, the
distribution to ECTMI should have been to Trutta as owner of the
Class A membership interest in Entrada.

To facilitate the sale of the Interests and resolve the
Misdistribution, Trutta, ECTMI, Entrada, ECM II, ECM III and ENA
agree that:

   (1) Trutta will waive its claim against Entrada for the
       Misdistribution as provided in Section 7.18 of the
       Purchase Agreement;

   (2) Trutta will have an allowed non-subordinated unsecured
       claim against ECTMI and its bankruptcy estate for
       $3,828,139; and

   (3) on the Closing Date, ECM II and ECM III will pay Trutta
       $237,500 as Settlement Payment.

Mr. Sosland contends that the Settlement Agreement resolves the
claims regarding the Misdistribution and facilitates the sale of
the Interests.  Moreover, the Settlement Agreement saves
substantial administrative expenses and preserves the assets of
ECTMI's estate. (Enron Bankruptcy News, Issue No. 108; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Agrees to Resolve Dispute with Lead Claimants
-----------------------------------------------------------------
As directed by the Court at the March 31, 2004 status conference,
Antoine Dodd and 109 lead claimants delivered to the Court a
memorandum of law in support of their proposed procedure for
establishing a sufficient claims reserve.

Steven K. Kortanek, Esq., at Klehr, Harrison, Harvey, Branzburg &  
Ellers, LLP, in Wilmington, Delaware, asserts that for the 109
child claimants, the disputed claims reserve is the single most
important issue in the entire Exide Technologies' Chapter 11
cases.  The Lead Claimants seek $207,597,811 for their claims
alone.  The Lead Claimants believe that they provide the most
appropriate means for the Court to address the issue of the
reserve amount.

Mr. Kortanek relates that the most important feature of the Lead
Claimants' rights is their jury trial right.  Nothing in the
Bankruptcy Code can adversely impact this right.  It is for that
fundamental reason that bankruptcy courts may not, under any
circumstances, estimate personal injury tort claims for purposes
of claims allowance or distribution.  Yet the Court's prospective
approval of a $20,000,000 reserve, by giving discretion to the
Committee to fix the reserve at that number, is indistinguishable
from a prohibited estimation for distribution or allowance
purposes.  Mr. Kortanek asserts that instead of a de facto
estimation via the Plan, or a multi-day mini-trial, the
appropriate procedural mechanism to address the Lead Claimants'
reserve request is akin to the standards courts apply to
emergency protection under Rule 65 of the Federal Rules of Civil
Procedure.

Mr. Kortanek contends that the primary, almost exclusive focus of
the Court ought to be on the balance of hardships and the risk of
irreparable harm.  This is so because the Debtors and the
Committee threatens to distribute as much of the plan
consideration as possible, as soon as possible to the Effective
Date, in amounts which would present a clear risk of forfeiture
to the child claimants.  Mr. Kortanek avers that the Debtors and
the Committee seek to either obliterate the children's jury trial
rights by the reserves set in the Plan or have the Court engage
in a mini-trial focusing on issues of ultimate success or failure
of the underlying claims.  The Debtors and the Committee's
proposal is simply another thinly veiled effort to restrict the
children's jury trial rights by pricing them out of their
fundamental rights.

According to Mr. Kortanek, it is also critical to make the
threshold of determination of whether the Debtors and the
Committee can show that liquidating the Lead Claimants' claim
would cause "undue delay" in the administration of these Chapter
11 cases.  This showing bears on what procedure for estimation is
appropriate at this juncture -- the kind of emergency injunctive
showing proposed by the Lead Claimants or a very substantive
estimation with live testimony proposed by the Debtors and the
Committee.  The trial attorneys representing the Lead Claimants
are prepared to move with extreme speed to try all of the cases.  
Many could be tried within a matter of months after the Effective
Date, while others could be tried as quickly as a year to 18
months to the Effective Date.  It is ironic in the extreme that
any delay in liquidating the claims would be the sole
responsibility of the Debtors or the Committee.

Mr. Kortanek states that there is no way around the fact that
some form of estimation is required of the Lead Claimants' claims
to fix the appropriate reserve.  The Lead Claimants believe that
the appropriate standard and methodology under these
circumstances warrants a two-step process:

   (1) The Court would determine whether the Debtors and the
       Committee have submitted or can timely submit evidence
       that makes a substantial showing in opposition to the
       "best case" damages total of $207 million sought by the
       Lead Claimants.  Absent a substantial showing, the Court
       would be well within its discretion to direct the fixing
       of the Plan Reserve for these claims in the full amount
       sought, while preserving all parties' rights as to the
       liquidation of the claims in an expedient manner; and

   (2) If the Debtors and the Committee can make a substantive
       showing in opposition to the Lead Claimants' showing on
       the papers, then the Court should conduct a hearing
       limited to the submission of papers and arguments of
       counsel, akin to a motion for a preliminary injunction.

                      Debtors Respond

The Debtors have particular knowledge of the Lead Claimants'
claims and have previously determined, after careful analysis,
that they are not likely to exceed $20,000,000 in the aggregate.  
Whether based on the Lead Claimants' original request for an
estimation hearing or their modified request for an "injunction,"
and regardless of their 11th-hour attempts to shift the burdens
to the Debtors and the Committee, the Lead Claimants' purported
entitlement to over $207 million is unfounded and should not be
accepted by the Court, even as a temporary measure.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, relates that the
Debtors did not principally rely on their many substantive
concerns and objections to the Lead Claimants' claims.  The
issues were reviewed and considered, but tempered by
consideration of the history of results in other lead claims.  As
a result, the Debtors produced a reserve estimate of $20,000,000,
addressing principally all claims the Lead Claimants advanced.  
Nothing presented by the Lead Claimants demonstrated otherwise.  
In the absence of proper evidence of lead exposure and of proper
diagnoses, the claims cannot be viewed as correct even on a prima
facie basis.  Accordingly, the Debtors ask the Court to deny the
Lead Claimants' request.

                        Settlement

The Lead Claimants, the Debtors and the Committee agree to settle
the dispute.  Among other things, the parties agree to fully
liquidate the Lead Claimants' claims as Allowed Class P4-A
Claims.  The Lead Claimants are entitled to receive their Pro
Rata share of distribution made to the Allowed Class P4-A
Claimholders under the Plan, provided that the terms of the
Settlement are subject to a final documentation among the
parties.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.  
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FACTORY 2-U: Wants to Extend Exclusivity Through May 12, 2005
-------------------------------------------------------------
Factory 2-U Stores, Inc., and its debtor-affiliates are asking the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a chapter 11 plan of reorganization and
solicit acceptances of that plan.

The Debtor points out that this case is considerably complex -- it
involves the restructuring of a business that includes more than
200 stores spread out over ten states. Moreover, as a publicly
traded company, this case remains under scrutiny from various
reporting agencies and the public. While the total amount of
claims in this case is not enormous, the complexity of the
business and the financial problems facing it make this case very
complex.

Although this case is not yet four months old, the Debtor has been
diligent in attempting to reorganize its business as quickly as
possible. Given the condition of this business upon the filing of
this case and the magnitude of problems facing the Debtor, it is
clear that it is moving as quickly as can reasonably be expected.
Moreover, because of the seasonality of the Debtor's business, it
must wait until well after the 2004 holiday sales season before it
can formulate a plan of reorganization.

The Debtor reports that it has not yet been able to commence
meaningful negotiations with its creditors, including the need for
financial results after the 2004 holiday sales season. However, it
is also clear that the Debtor is acting in good faith, has
communicated and worked with its major creditor groups and is
making significant progress in reorganizing its business. The
Debtor has had extensive discussions with its postpetitition
lenders and the Committee concerning its business plan and
operations and has sought, and obtained, a consensus with the
Committee on all major issues raised thus far.

The Debtor assures the Court that it is and will remain current on
all of its undisputed postpetition obligations, and has
availability under the postpetition financing facility to ensure
that the Debtor remains current.

The Debtor believes that cause exists to extend its exclusive
right to file a plan through May 12, 2005 and to solicit
acceptances of that plan through July 12, 2005.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com-- operates a chain of off-price  
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise. The Company filed for chapter 11 protection
on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake
Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FARMLAND IND: Court Sets May 31 as Administrative Claims Bar Date
-----------------------------------------------------------------
Pursuant to the Second Amended Joint Plan of Reorganization filed
by Farmland Industries, Inc., and its debtor-affiliates, the
Effective Date of the Plan is May 1, 2004 as ordered by the U.S.
Bankruptcy Court for the Western District of Missouri.

All requests for payment of administrative claims arising before
May 1, 2004 and all proofs of claim on account of the rejection of
executory contracts or expired leases, must be filed with the
Clerk of Court and served on the liquidating trustee and its
counsel, Foley & Lardner, LLP, at the Claim Delivery Address by
May 31, 2004.

All final requests for compensation and reimbursement by
professionals for services rendered before May 1, 2004 and
substantial contribution claims, of any, must be filed with the
Clerk of Court and served on counsel for the liquidating trustee
at the Claim Delivery Address by June 15, 2004.

The Claim Delivery Address is:

     If sent by mail               If sent by messenger
     ---------------               --------------------
     FI Liquid Trust               FI Liquid Trust
     Attn: Claims                  Attn: Claims  
     P.O. Box 56798                8475 Western way, Suite 110
     Jacksonville, FL 32241-6798   Jacksonville, FL 32256

For further information, you may visit the website at
http://www.filiquidatingtrust.com/

Farmland Industries is one of the largest agricultural
cooperatives in North America with about 600,000 members. The firm
operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. Mo. Case No.
02-50557) on May 31, 2002 before the Honorable Jerry W. Venters.
The Debtors' Counsel is Laurence M. Frazen, Esq. of Bryan Cave
LLP. When the company filed for chapter 11 protection, it listed
total assets of $2.7 billion and total debts of $1.9 billion.


FLEMING: Agrees To Settle PBCG Mega-Claim Dispute
-------------------------------------------------
As of its bankruptcy petition date, the Fleming Companies, Inc.
Debtors sponsored five pension plans:  

       (1) Fleming Companies, Inc., Pension Plan;

       (2) Pension Plan of S. M. Flickinger Co., Inc.;

       (3) Godfrey Company Subsidiaries Pension Plan;

       (4) ABCO Markets, Inc., Retirement Plan for Arizona
           Warehouse and Distribution Employees; and

       (5) Core-Mark International, Inc., Non-Bargaining
           Employees Pension Plan.

On October 31, 2003, the Debtors filed distress termination
applications with the Pension Benefit Guaranty Corporation to
terminate the Remaining Pension Plans and the Fleming Pension
Plan.  To date, only the Fleming Pension Plan has been terminated
pursuant to an agreement effective February 12, 2004, between the
PBGC and Fleming Companies, Inc., which established the Fleming
Pension Plan's termination date as January 1, 2004, and appointed
the PBGC statutory trustee of the Plan.

The PBGC has filed 17 proofs of claim pursuant to Title IV of the
ERISA alleging:

       (i) unfunded benefit liabilities on plan termination;

      (ii) due and unpaid minimum funding contributions; and

     (iii) missed PBGC premium payments.

Fifteen of these claims were filed on September 11, 2003 -- three
claims with respect to the unfunded benefit liabilities, due and
unpaid minimum funding contributions, and missed PBGC premium
payments of each of the Remaining Pension Plans and the Fleming
Pension Plan.  Two of these claims were filed on March 16, 2004,
which amended the PBGC's previously filed unfunded benefit
liability claims, and due and unpaid minimum funding claims filed
with respect to the Fleming Pension Plan.

The PBGC Claims assert administrative priority claim liability of
at least $58 million and unsecured non-priority claim liability
of at least $390 million.  The Debtors have filed objections to
allowance of each of the PBGC Claims.

The PBGC, the Debtors and the Official Committee of Unsecured
Creditors intend to compromise, settle and release the claims to
avoid the expense and uncertainty of litigation.

The primary terms of the parties' Settlement Agreement are:

       (a) The PBGC Claim for alleged missed minimum funding
           contributions to the Fleming Pension Plan will be
           reduced to and reclassified as:

              (i) an Allowed Administrative Claim for $2,000,000;
                  and

             (ii) an Allowed Other Priority Non-Tax Claim
                  under Section 507(a)(4) of the Bankruptcy
                  Code for up to $750,000 -- subject to the
                  reductions set forth in Section 507(a)(4);

       (b) The PBGC Claim for the missing payment will be reduced
           in status to, and treated as, a Class 6 Allowed
           General Unsecured Claim for $200,000,000;

       (c) The remaining PBGC Claims will be deemed withdrawn,
           with prejudice;

       (d) If the Settlement is not approved by the voting
           deadline on the Plan, the PBGC will vote to reject
           the Plan;

       (e) For purposes of voting on the Plan, PBGC's Claim
           for the missed payment will be a Class 6 Allowed
           General Unsecured Claim in the reduced amount of
           $200,000,000;

       (f) All the Debtors' objections to the PBGC Claims will be
           deemed withdrawn, with prejudice, on the Effective
           Date;

       (g) The Debtors agree not to file a request seeking to
           terminate the Remaining Pension Plans.  On the
           Effective Date, the sponsoring Debtor, as applicable,
           will withdraw the distress termination applications to
           terminate the Remaining Pension Plans;

       (h) The Debtors agree to amend the Plan and Disclosure
           Statement to:

              (i) exclude the release, discharge injunction, or
                  exculpation of any entity from any liability
                  with respect to the Remaining Pension Plans as
                  to any claim of or cause of action by the PBGC;
                  and

             (ii) exclude the release, discharge, injunction, or
                  exculpation of any entity, except for:

                  (1) the Debtors;

                  (2) the Reorganized Debtors;

                  (3) any entities created through the merger of
                      the Reorganized Debtors; and

                  (4) any member of the Reorganized Debtors'
                      Controlled Group, including Core-Mark
                      Newco, Core-Mark Holdings I, Core-Mark
                      Holdings II, and Core-Mark Holdings III,
                      from any liability with respect to the
                      Fleming Plan as to any claim of or cause
                      of action by the PBGC;

       (i) The Debtors will not seek to reject the Remaining
           Pension Plans under Section 365; and

       (j) The Debtors agree that one of the Reorganized Debtors
           or a member of their Controlled Group will be the
           contributing sponsor of the Remaining Pension Plans
           under the ERISA, any other applicable law, and the
           terms of the Remaining Pension Plans.

                      Reasonable Agreement

The Debtors believe that the Settlement Agreement does not fall
below the "range of reasonableness."  The Debtors concede that
they stopped making contributions to the active pension plans
after the Petition Date and that the PBGC has claims for these
contributions, as well as unfunded liabilities under the Fleming
Pension Plan.  The Debtors and the PBGC have been locked in
months of discussions regarding the amount and priority of these
claims.  The PBGC argues that the PBGC Claims should be allowed
for the entire amount, while the Debtors believe that, at trial,
they would be able to prove that the amount of the PBGC Claims
should be significantly reduced based on differing actuarial and
interest rate calculations, as well as a differing view of the
law regarding the administrative priority portion of the PBGC
Claims.

The parties also disagree as to the interpretation of the ERISA
scheme and its interplay with the Bankruptcy Code.  Accordingly,
a trial on the merits would be extremely costly and time
intensive.  Given the size of the claims, it is possible that
plan confirmation would be delayed by and contingent on the
outcome of any trial on the PBGC Claims.

Because substantial portions of the PBGC Claims are general
unsecured claims, the Creditors Committee has participated in the
settlement discussions with the PBGC.  Especially since the
Creditors Committee is a party to, has reviewed, and has
consented to the terms of the Settlement Agreement, the Debtors
believe that the Settlement Agreement is reasonable and in the
best interest of all creditors.

ERISA litigation can be complex and difficult to litigate.  By
entering into the Settlement Agreement, the Debtors avoid the
expense and delay of investigating and litigating the PBGC Claims
and the defenses to those claims.

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 INC: Dallas Group Dangles Bigger Pie Offer to Creditors
---------------------------------------------------------------
Motions were filed in Delaware Court to Terminate Exclusivity of
Fleming, Inc. (OTC Pink Sheets: FLMIQ) in its Chapter 11
Proceedings, and to have the Bankruptcy Court consider the all-
cash offer of $315 Million recently made by the CVCMA, LLC group
in Dallas. Fleming recently declined the all cash offer and has
filed a 3rd Amended Plan of Reorganization (POR) with the Court.

The CVCMA group also moved to have the Court give it a short
period to complete an alternate POR, file new disclosure
statements, that would incorporate its all cash offer.

"This gives the Fleming Creditors more cash to divide up front and
a better recovery in terms of the per cent of outstanding debt
Fleming owes that can be received by Creditors," said Bill Fields,
CVCMA CEO.

Working with Irving Tissue and Cavendish Farms, members of the
PACA Trust creditor group, CVCMA filed a Motion to Terminate
Exclusivity of Fleming in Tuesday's hearing in Judge Mary
Walrath's Delaware Court. CVCMA indicated that this more
efficient, less disruptive approach, will retain the key
provisions of settlement agreements reached to date with
Reclamation, Unsecured, and other Creditors.

CVCMA's proposal would have creditors receive more cash up front
instead of accepting shares of common stock in a Core-Mark Newco
as offered by the Fleming POR. Creditors would still retain their
participations in the Reclamation Creditors Trust (RCT) and the
Post Litigation Trust (PCT) in CVCMA's proposal, thereby
eliminating any concerns for future cross litigation going forward
among Fleming and creditors.

CVCMA also indicated to the Court that with its exceptional
management team and its strategic plans to grow Core-Mark, all
current vendors would be better off knowing that the future Core-
Mark entity would be a healthier, dynamic customer for their goods
and services.

                  About CVCMA, LLC

The CVCMA, LLC executive group is led by well know experts in the
wholesale and retail industries including Mr. Bill Fields, former
President and CEO of Wal-Mart Stores Division, acknowledged as one
of the key leaders in building the Wal-Mart, Inc. business,
Charles "Chuck" Jarvie, former Senior Executive of Procter &
Gamble in charge of the global consumer and industrial food
groups, and a current partner at Beta Capital Group in Dallas,
David W. Hill, an experienced Austin-based investment banker /
financial consultant serving the restaurant and convenience store
sectors, and Dr. Tony Copp of Dallas-based Copp Ventures, LLC, a
former executive at Hunt Oil Company and Salomon Brothers in New
York.

           About Core-Mark International

Core-Mark International currently is the nation's second largest
wholesale distribution company. CVCMA, LLC's funding source,
subject to due diligence, is Bank of America, and the company is
in continued discussions with GMAC Commercial Finance as part of
completing an overall capital structure. CVCMA also indicated that
other entities have recently approached it to participate in
funding its Core-Mark asset acquisition.


FLOWSERVE: Receives Wells Notice Relating to SEC Informal Inquiry
-----------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) announced that it received a Wells
Notice from the staff of the Securities and Exchange Commission
related to an ongoing informal inquiry by the Commission. This
matter was previously discussed in the company's Form 10-K for
2003.

According to the notice, the staff is considering recommending
that the Commission seek a cease-and-desist order, in conjunction
with civil penalties, against the company, its chief executive
officer and its director of investor relations, relating to
whether the company violated Regulation FD in reaffirming earnings
guidance in an informal conversation with an analyst on Nov. 19,
2002. The company has in the past informed the staff of the
Commission that it believes that this reaffirmation was
inadvertent and timely disclosed after its discovery through a
Form 8-K furnished on Nov. 21, 2002.

The staff's recommendation, if ultimately made, will suggest that
the Commission claim that the company and the individuals violated
the disclosure requirements of Section 13(a) of the Securities
Exchange Act of 1934 and Regulation FD. The company and the
individuals plan to submit a written statement to the Commission
setting forth their positions on the staff's proposed action in
response to the Wells Notice.

                     About Flowserve Corp.

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


FOREST OIL: S&P Keeps Negative Ratings Watch over Acquisition Plan
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on Forest
Oil Corp. remain on CreditWatch with negative implications
following the company's announcement that it will acquire all of
the outstanding shares of The Wiser Oil Co. for a cash
consideration of approximately $330 million, including about $160
million of assumed debt.

Standard & Poor's also placed its 'B-' corporate credit rating on
Wiser on CreditWatch with positive implications.
     
Denver, Colorado-based Forest had about $886 million of long-term
debt outstanding as of Mar 31, 2004.
     
Standard & Poor's will determine the impact of the acquisition on
Forest's business and financial profile in resolving the
CreditWatch. The ratings on Forest were placed on CreditWatch with
negative implications in January 2004, following the company's
significant reserve write-down.

The CreditWatch on Forest will be resolved in the near term,
following Standard & Poor's review of the company's credit
profile.

"The review will focus on the effect of the reserve revisions on
the resultant credit profile after the recent acquisitions and the
company's ability to reach significantly lower leverage targets,
while reining in costs, which are substantially high relative to
peers," said Standard & Poor's credit analyst Kimberly Stokes.

The positive CreditWatch listing for Wiser reflects the superior
credit strength of Forest and the strong likelihood for a ratings
upgrade following the resolution of the CreditWatch on Forest and
the close of the acquisition.

Standard & Poor's expects Forest to finance the acquisition with a
combination of equity, debt, and cash on hand. Forest announced
that it would issue 4.5 million shares of common stock, resulting
in anticipated proceeds of about $100 million. The remainder of
the purchase price will be funded with availability under Forest's
bank credit facility and cash on hand.

Based on Wiser's estimated proved reserves at year-end 2003 of 191
billion cubic feet equivalent, the purchase price is about $1.70
per thousand cubic feet of natural gas equivalent.


GADZOOKS: Want Lease Decision Period Extended through Sept. 30
--------------------------------------------------------------
Gadzooks, Inc., is asking the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division to extend its time to
decide whether to assume, assume and assign, or reject its
unexpired nonresidential real property leases through Sept. 30,
2004.

As of the Petition Date, the Debtor had over 400 Leases of
nonresidential real property. In this case, the Leases are at the
heart of the Debtor's business. The importance of the Leases has
been demonstrated by the active involvement of the Debtor's
landlords in this chapter 11 proceeding. Without the Leases, the
Debtor could not operate its business, its reorganization effort
would cease, and the going-concern value of its business would be
lost.

The Debtor has employed and retained DJM Asset Management LLC to
provide real estate consulting services effective as of the   
Petition Date.  DJM has identified approximately 252 Leases that
it is seeking to renegotiate. It has successfully renegotiated 126
of these Leases. DJM estimates that it will take at least 45 more
days to complete the negotiation of rent concessions for certain
of the Debtor's Leases after which time Debtor's counsel will need
to make the appropriate motions with the Court to either assume or
reject the Leases.

Until these Lease renegotiations can be completed, it is
impossible for the Debtor to determine whether it will assume or
reject each of the Leases.

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.


GOODYEAR TIRE: S&P Lowers Corporate Rating to B+ & Removes Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Goodyear Tire & Rubber Co. to 'B+' from 'BB-' and
removed it from CreditWatch, where it was placed Dec. 11, 2003.
Other ratings were also lowered and removed from CreditWatch. The
outlook is stable.

"The downgrade reflects our view that the weak, albeit improving,
operating performance of the company's North American tire
operations, along with Goodyear's heavy schedule of debt
maturities, pension funding, and other cash obligations during the
next few years, will support a financial profile consistent with
the now-lower rating," said Standard & Poor's credit analyst
Martin King. "Although credit protection measures are currently
stretched for the rating, they are expected to gradually improve,
and liquidity remains adequate."

Akron, Ohio-based Goodyear, one of the world's largest tire
manufacturers, has total debt of about $6 billion and
$5.8 billion of underfunded employee benefit obligations.

The 'B+' rating on Goodyear's $680 million U.S. revolving credit
facility is affirmed, and the recovery rating is raised to '2'
from '3', following the reduction of the facility size and the
pay-off of the company's U.S. term loan, which shared collateral
with the revolving credit facility. The rating is now equalized
with the corporate credit rating, reflecting the likelihood that
lenders will realize substantial recovery of principal, 80%-100%,
in a default scenario.

Goodyear faces numerous challenges in continuing to improve the
performance of its domestic tire operations, after several years
of poor results. The company is expected to realize meaningful
savings during 2004 from a plant closure, headcount reductions,
and other benefits stemming from a new union contract signed in
2003. Standard & Poor's expects that incremental benefits beyond
2004, however, will be more modest, and that Goodyear's operations
in North America will continue to report subpar operating
performance for the next few years.

The company expects its raw material costs, primarily natural and
synthetic rubber, to increase 5%-7% during 2004 from already
elevated 2003 levels. If recent high oil prices are sustained,
however, the negative impact on the company's operations could be
even greater.


HANOVER COMPRESSOR: S&P Rates $200 Million Senior Notes at B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
natural gas compression equipment provider Hanover Compressor
Co.'s (BB-/Negative/--) $200 million senior subordinated notes due
2014. At the same time, Standard & Poor's affirmed its ratings on
Hanover. The outlook remains negative.

Houston, Texas-based Hanover has about $1.8 billion of debt as of
March 31, 2004.

"The proceeds of the $200 million financing should refinance
Hanover's $200 million (2000A) equipment lease notes that mature
in March 2005," noted Standard & Poor's credit analyst Steven K.
Nocar. "Hanover's liquidity will benefit from the extension of its
debt maturities," he continued.

Hanover's financial profile largely results from high debt
leverage incurred by a previous management team that was willing
to outspend its internally generated cash flow to pursue growth,
had poor project management skills, and lacked the diligence
needed to contain costs. The previous management team also engaged
in accounting practices that provoked an SEC investigation.
However, during the past two years, the company has been taking
important steps to restore its credibility, including replacing
senior managers with new employees that are focused on wringing-
out costs, improving the cash cycle, and reducing indebtedness.

The negative outlook for Hanover reflects Standard & Poor's
continued concerns regarding the company's ability to fortify its
capital structure. Ratings could be lowered if Hanover runs
significant free cash flow deficits and is required to seek
external financing, such that the company's debt burden materially
increases. A return of the company's outlook to stable likely
would occur along with evidence of a cyclical rebound and improved
prospects for meaningful debt reduction.


HEALTHSOUTH: Senior Noteholders Issue Technical Default Notice
--------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced that it
has received a notice of technical default on behalf of the
requisite holders of its 7-5/8% Senior Notes due 2012. The default
notice relates to HealthSouth's failure to file reports with the
Securities and Exchange Commission and with the trustee of its
2012 Senior Notes and, if not cured within 60 days, could permit
holders of the 2012 Senior Notes to accelerate their indebtedness.

HealthSouth said that this notice was delivered in connection with
the Company's ongoing litigation with its Noteholders, including
holders of its 2012 Senior Notes. In that litigation, HealthSouth
is seeking to prevent the acceleration of the indebtedness
outstanding under such Notes and is arguing, among other things,
that notices of default which previously were served on the
Company were inadequate under the terms of the Indentures under
which the Notes were issued. Judge Allwin Horn, III of the Circuit
Court of Jefferson County, Alabama has set a hearing for
HealthSouth's motion for partial summary judgment on this and
other issues for June 30, 2004.

In order to minimize litigation and move forward with its
financial restructuring, HealthSouth is committed to reaching a
consensual resolution with its Noteholders on a fair and prompt
basis. HealthSouth said it remains current on all payment
obligations due its Noteholders and banks and the receipt of this
notice of default will not affect the Company's operations.

                  About HealthSouth

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


HERBST GAMING: Obtains Requisite Consents to Amend Note Indenture
-----------------------------------------------------------------
Herbst Gaming, Inc. announced that it has received the requisite
consents to adopt the proposed amendments to the indenture
governing Herbst Gaming's 10 - 3/4% Senior Secured Notes due 2008
pursuant to its previously announced offer to purchase and consent
solicitation for the Notes. Adoption of the proposed amendments
required the consent of holders of at least a majority of the
aggregate principal amount of the outstanding Notes under the
indenture. Of the $217,000,000 principal amount outstanding,
holders of $203,929,000, or 94.0%, of the notes tendered their
consent to the proposed amendments. The proposed amendments will
eliminate substantially all of the restrictive covenants and
certain events of default, and amend defeasance provisions in the
indenture governing the Notes.

Herbst Gaming, Inc. and The Bank of New York, in its capacity as
Trustee under the indenture, have executed a supplemental
indenture setting forth the proposed amendments. The proposed
amendments, however, will become operative when the Notes are
accepted and payment is made pursuant to the terms of the Offer.
Once the proposed amendments to the indenture become operative,
they will be binding upon the holders of the Notes, including
those not tendered into the Offer.

The Offer is scheduled to expire at 5:00 p.m., New York City time,
on Thursday, June 10, 2004, unless extended or earlier terminated.
The consent solicitation expired at 5:00 p.m., New York City time,
on Monday, May 24, 2004.

The Company has engaged Lehman Brothers to act as exclusive dealer
manager and solicitation agent in connection with the Offer.
Questions regarding the Offer may be directed to Lehman Brothers
Liability Management Group at (800) 438-3242 (U.S. toll-free) or
(212) 528-7581 (collect).

                     *   *   *

As reported in the Troubled Company Reporter's May 24, 2004
edition, Standard & Poor's Ratings Services raised its ratings on
Herbst Gaming Inc., including its corporate credit rating to 'B+'
from 'B', given continued solid operating performance and the
expectation that this trend will continue in the intermediate
term.

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


HOFFMAN TOOL & DIE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hoffman Tool & Die, Inc.
        1303 West Oak Street
        P.O. Box 257
        Fairbury, Illinois 61739

Bankruptcy Case No.: 04-91664

Type of Business: The Debtor manufactures dies, injection molds,
                  roll form tooling, jigs, and fixtures.
                  See http://www.hoffmantool.com/

Chapter 11 Petition Date: May 18, 2004

Court: Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: Lars Eric Ostling, Esq.
                  Ostling & Associates
                  201 West Olive Street
                  Bloomington, IL 61701
                  Tel: 309-827-3030

Total Assets: $791,820

Total Debts:  $1,273,259

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Taxes                     $143,105

BaNCO Popular North America   Time Note                 $157,365
                              Value of Collateral:
                              $278,595
                              Net Unsecured:
                              $140,769

Rosemary Hoffman              Personal Loan              $72,730

Rosemary Hoffman              Back Rent                  $56,500

Rosemary Hoffman              Back Rent to Trust         $55,200

Ron Hoffman                   Personal Loan              $41,790

Internal Revenue Service      Taxes                      $36,787

Internal Revenue Service      Taxes                      $34,534

MBNA                          Credit Card Purchases      $30,803

Henning Strouse Jordan        Accountant                 $28,964

Internal Revenue Service      Taxes                      $22,685

Brinks Hofer Gilson & Lione   Attorney Fees              $19,618

Citi Bank                     Credit Card Purchases      $12,713

Citi Cards                    Credit Card Purchases      $12,160

Ron Hoffman                   Personal Loan              $11,626

Thysen Specialty Steel        Vendor                     $11,240

Internal Revenue Service      Taxes                      $10,885

Crucible Steel                Steel vendor                $9,925

Bank One Card Service         Credit Card Purchases       $9,766

Valentine Kebartas            Credit Card Purchases       $9,766


HOST MARRIOTT: S&P Rates Planned $75 Mil Preferred Stock at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Host Marriott Corp.'s proposed $75 million class E cumulative
redeemable preferred stock. These securities will be drawn down
from the company's outstanding shelf registration. The proposed
securities will rank pari passu in right of payment with any of
the company's other outstanding cumulative redeemable preferred
shares, including other classes or series of its capital stock
that ranks on parity with these preferred shares.

Concurrently, Standard & Poor's affirmed its ratings, including
its 'B+' corporate credit rating, on upscale hotel owner and
operator. The outlook is stable. Approximately $6.1 billion in
debt was outstanding on March 26, 2004.

"The ratings for Host reflect the company's substantial debt
levels, with operating lease adjusted debt to EBITDA in the mid-8x
area," said Standard & Poor's credit analyst Sherry Cai. "However,
we expect an improvement in Host's credit measures to result from
a healthier operating environment and management's focus on
improving the balance sheet." The ratings also consider the high
quality of the company's hotels, the geographic diversity of its
portfolio, and its experienced management team. Moreover, Host's
good liquidity position and historically good access to both debt
and equity capital markets are viewed favorably.

Host continues to divest of its non-core hotel properties that
generate lower returns than the rest of the portfolio. Although
they are generally weaker performers in Host's portfolio, Host was
able to achieve good sale prices relative to other hotels sold
within the industry. During the first quarter of 2004, the company
sold six hotels for $100 million in total proceeds. Subsequent to
quarter end, the company sold an additional hotel for $59 million.
Host expects to complete a total of $400 million in asset sales in
2004. Host expects to apply the majority of the sales proceeds
towards debt reduction. Standard & Poor's will closely watch the
company's progress in executing this strategy.


HOUSTON EXPLORATION: S&P Affirms Corporate Credit Rating at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on oil and gas exploration and production company
The Houston Exploration Co. and, at the same time, revised its
outlook on the company to negative from stable.

The rating action follows Houston Exploration's announcement of
its exchange transaction with Keyspan Corp. that will reduce
Keyspan's ownership interest in Houston Exploration to 24% from
55%.

The exchange transaction will consist of Keyspan exchanging 10.8
million shares of its approximate 17.8 million share position in
Houston Exploration for all of the stock of Senca-Upshur Petroleum
Inc., a wholly owned subsidiary of Houston Exploration and cash of
about $373 million, which is equivalent to the value of the stock
being exchanged.

The Houston, Texas-based company had about $261 million in
outstanding debt as of March 12, 2004.

"The revised outlook reflects the fact that the company's proposed
funding of the exchange transaction with Keyspan will increase
Houston Exploration's debt levels by about 40% and reduce its bank
borrowing availability to about $165 million from $280 million as
of March 31, 2004, which somewhat heightens our credit concerns
for the current ratings," said Standard & Poor's credit analyst
Brian Janiak.

"Furthermore, the company's short reserve/production ratio of less
than seven years makes Houston Exploration more susceptible to a
rapid decline in commodity prices over the next 12 to 18 months,
which would significantly effect its credit measures and constrain
liquidity," added Mr. Janiak.

"Nonetheless, Houston Exploration should continue to generate
excess cash flow in the current high price environment, providing
the company with the ability to use excess cash flow to reduce
some of its increased bank borrowings, which were used for this
exchange transaction, by year-end 2004," said Mr. Janiak.

A failure to reduce bank borrowings and fund capital expenditures
through internal cash flows during the remainder of fiscal 2004
could warrant lower ratings.


IA GLOBAL: Acquiring QuickCAT Assets in Early June for $700K Plus
-----------------------------------------------------------------
IA Global Inc. (Amex: IAO) announced its bid for the purchase of
the intellectual property and other assets of QuikCAT
Technologies, Inc. was accepted by the United States Bankruptcy
Court, Northern District of Ohio on May 17, 2004. The bid was
$700,000 in cash, plus the assumption of certain contracts,
agreements and liabilities. The acquisition is expected to close
in early June, 2004, after the completion of a ten day appeal
period. This acquisition completes a further milestone in the
Company's strategy to develop its Internet data acceleration
products.

The Company previously announced that it had signed a license with
QuikCAT on October 6, 2003 covering Australia, New Zealand and
Japan. It formed ventures to exploit this license and re-developed
the user interface and server for the QuikCAT Internet & E-mail
Accelerator, enhancing the commercial reception of the product.
The redeveloped product formed the basis of the Australian launch
by QuikCAT Australia Pty Ltd, our joint venture partner, in March,
2004.

The Internet & E-mail Accelerator accelerates the delivery of data
(web content and email attachments) by 3-6 times over the "last
mile", where the transmission of data is typically the slowest for
a dial-up connection to the Internet. QuikCAT Australia's solution
transforms data into a highly compressed, proprietary format that
is optimized for accelerated data delivery.

IA Global's CEO, Alan Margerison, said, "We are pleased to have
acquired the assets, customer base, technology and people of
QuikCAT Technologies, Inc. This should help IA Global grow its
Internet data acceleration revenue worldwide."

                    About IA Global Inc.

IA Global, Inc. is a public holding company focused on acquiring
companies that operate in the entertainment, media and technology
areas. Through our 67% equity interest in Fan Club Entertainment
Ltd., we provide advertising, merchandising, publishing, website
and data management services to Cyberbred Ltd., which manages the
fan club in Japan for Marvel Entertainment Inc. and Marvel
Characters Inc. We have developed an Internet acceleration product
and service and market these products and services through our
joint venture company, QuikCAT Australia, in the Australia and New
Zealand markets. We also recently acquired a 60.5% equity interest
in Rex Tokyo Ltd., a supplier and maintenance contractor of parts
to the Pachinko and slot machine gaming industry in Japan.

               Liquidity and Capital Resources

In its Form 10-Q For the quarterly period ended March 31, 2004
filed with the Securities & Exchange Commission, IA Global, Inc.,
reports:

"We had cash of approximately $4.5 million and net working capital
of approximately $1.8 million as of March 31, 2004. We had a net
loss of $2.1 million for the year ended December 31, 2003 and we
expect to incur operating losses through 2004.

"We received $280,000 from the sale of iAccele on January 16,
2004, $400,000 from a subscription agreement from an affiliated
party on January 12, 2004, $354,000 from the sale of our Fan Club
shares on February 10, 2004 and $1,500,000 from a convertible note
from an affiliated party on March 17, 2004. We may need to obtain
additional financing in order to continue our current operations,
including the cash flow needs of Fan Club, Rex Tokyo and QuikCAT
Australia and to acquire businesses. Our major shareholder has
indicated a willingness to support our financing efforts. However,
there can be no assurance that we will be able to secure
additional funding, or that if such funding is available, whether
the terms or conditions would be acceptable to us, from our major
shareholder or otherwise. Moreover, if we raise additional capital
through borrowing or other debt financing, we would incur
substantial interest expense. Sales of additional equity
securities will dilute on a pro rata basis the percentage
ownership of all holders of common stock. If we do raise more
equity capital in the future, it is likely that it will result in
substantial dilution to our current stockholders."


IMPERIAL PLASTECH: Agrees To AG Petzetakis' Credit Facility Terms
-----------------------------------------------------------------
Imperial PlasTech Inc. (TSX-VEN: IPG) announced that it has agreed
to the terms of a secured subordinated credit facility in favour
of the PlasTech Group, being Imperial PlasTech and its
subsidiaries, Imperial Pipe Corporation, Imperial Building
Products Corporation, Ameriplast Inc. and Imperial Building
Products, Inc., from A.G. Petzetakis International Holdings
Limited, a subsidiary of A.G. Petzetakis SA, the controlling
shareholder of Imperial PlasTech, in an amount of up to
US$1,000,000. The first advance in the amount of US$499,631.35
under the facility was made on May 20, 2004, subject to board
approval. The credit facility is to be used for short term working
capital purposes.

Principal is repayable on May 20, 2005 with prepayment privileges
for the PlasTech Group without penalty. Interest is payable at the
Prime Lending Rate of Laurentian Bank of Canada plus 6.5% per
annum on daily balance outstanding, calculated and payable
monthly, due on the last business day of each calendar month,
commencing at the end of June, 2004.

The credit facility is on commercial terms that are not less
advantageous to the PlasTech Group than if the credit facility
were obtained from a person or company dealing at arm's length
with the PlasTech Group.

For the purpose of this transaction, A.G. Petzetakis International
Holdings Limited, a subsidiary of A.G. Petzetakis SA, is an
interested person by virtue of being a related party of Imperial
PlasTech since, to the knowledge of Imperial PlasTech, AG
Petzetakis SA, currently owns 51.0% of the issued and outstanding
voting securities of Imperial PlasTech. A.G. Petzetakis SA's
shareholdings in Imperial PlasTech will remain unchanged after
giving effect to the transaction.

The abridged announcement of this financing is necessitated by the
immediate working capital needs of Imperial PlasTech.

                   About A.G. Petzetakis S.A.

Founded in 1960 and listed on the Athens Stock Exchange since
1973, Petzetakis Group (ASE:PET) is a Greek multinational company
and one of the fastest growing manufacturers of plastic pipe and
hose systems in the world. The Group operates 11 major
manufacturing facilities in 6 countries in Europe and S. Africa,
with annual sales of CN$ 300 million and an extensive distribution
network of commercial subsidiaries in Europe, Africa, North
America, and the Middle East.

Imperial PlasTech is a diversified plastics manufacturer supplying
a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in Atlanta
Georgia, Peterborough Ontario and Edmonton Alberta, Imperial
PlasTech and its subsidiaries are focusing on the growth of their
core businesses and continue to assess their non-core businesses.


INTEGRATED TELECOM: Del. District Court Upholds Bankruptcy Ruling
-----------------------------------------------------------------
Integrated Telecom Express, Inc. announced that the United States
District Court for the District of Delaware upheld the January
2003 order of the United States Bankruptcy Court for the District
of Delaware denying the motion filed by the Company's former
landlord and largest creditor to dismiss the bankruptcy case. The
United States District Court also affirmed the Bankruptcy Court's
order confirming the Company's Second Amended Plan of Liquidation
under Chapter 11. The landlord has indicated that it will appeal
the decision to the Third Circuit Court of Appeals.

The Company's old common stock was cancelled on May 2, 2003, the
effective date of the Plan of Liquidation. Holders of the
Company's old common stock are entitled to distributions under the
Plan. The Company has set aside reserves for amounts that may be
required to be paid in connection with any appeal by the Company's
former landlord, the securities class action litigation to which
the Company is a party, and costs associated with the completion
of the Company's liquidation. Future distributions, if any, will
be made as soon as practicable pending resolutions of the
foregoing.


KAISER: Wants Court Nod on Modified Pension & Retiree Agreements
----------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that over the past several months,
the Kaiser Aluminum Corporation Debtors have negotiated with the
Paper, Allied-Industrial, Chemical and Energy Workers Union, and
the International Chemical Workers Union Council-United Food &
Commercial Workers, to address necessary modifications related to
pension and retiree benefits.  The Debtors and the representatives
of the PACE and the ICWU have reached agreements, which are
substantially similar to the agreements the Debtors reached with
the United Steelworkers of America, AFL-CIO-CLC, and the
International Association of Machinists & Aerospace Workers in
January 2004, except that there is no provision for pension
replacement for current employees.  The PACE and the ICWU do not
represent current employees of the Debtors.

The Debtors' agreements with the representatives of the PACE and
the ICWU provide for:

   (a) the termination of the Kaiser Aluminum Inactive Pension
       Plan -- Plan No. 174;

   (b) the termination of the applicable existing retiree benefit
       plans sponsored by the Debtors; and

   (c) the opportunity for the PACE and the ICWU retirees to
       obtain continued medical coverage through COBRA, or for
       coverage to be provided by participation in a Voluntary
       Employee Beneficiary Association.

According to Mr. DeFranceschi, the proposals made to the PACE and
the ICWU were based on the most complete and reliable information
available at the time of the proposals.  The Debtors provided
both unions with relevant information necessary to evaluate their
proposals.

The proposals were necessary for accommodating the confirmation
of a Chapter 11 plan.  Hence, the Debtors ask the Court to
approve the PACE and ICWU agreements.

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)  


KNOX COUNTY: Secures Exclusivity Extension through June 25
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Eastern District of
Kentucky, London Division, Knox County Hospital Operating
Corporation obtained an extension of its exclusive periods.  The
Court gives the Debtor, until June 25, 2004, the exclusive right
to file its plan of reorganization and until August 24, 2004 to
solicit acceptances of that Plan.

Headquartered in Barbourville, Kentucky, Knox County Hospital
Operating Corporation, owns a hospital and provides medical
services.  The Company filed for chapter 11 protection on January
26, 2004 (Bankr. E.D. Ky. Case No. 04-60083).  Dean A. Langdon,
Esq., and Tracey N. Wise, Esq., at Wise DelCotto PLLC represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $10 million.


MIRANT CORP: Will File First Quarter 2004 Financial Report Late
---------------------------------------------------------------
Mirant Corporation's Vice President and Controller, Dan Streek,
informed the Securities and Exchange Commission on May 11, 2004
that because of the time and resources required to support
bankruptcy-related activities, Mirant was unable to complete its
financial reporting process for the quarter ending March 31, 2004
by the required due date.  

Mr. Streek assures the SEC that Mirant continues to diligently
work toward the completion of its financial reporting process.  
The Company intends to file its 2004 First Quarter Results at
soon as practicable.

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)


MONONGAHELA POWER: Fitch Affirms BB+ Rating On Preferred Stock
--------------------------------------------------------------
Fitch has affirmed the ratings of Monongahela Power Company. The
Rating Outlook has been revised to Negative from Stable.

Approximately $773 million of debt securities are affected.

The Outlook revision to Negative relates to Monongahela's current
inability to recover excess supply costs in either West Virginia  
or Ohio, and concerns that Monongahela's cash flow may continue to
be pressured in 2005-07 by rising fuel procurement expense and
elevated, albeit declining expenses to correct weaknesses in
corporate control systems. Although stable or declining coal
prices in the past mitigated commodity price risk, the recent
uptrend of Eastern coal prices is a concern for unhedged portions
of Monongahela's 2005-06 needs. A longer-term concern is the
prospect that Monongahela and affiliate Allegheny Energy Supply
may face higher investments and increasing operating costs to meet
environmental standards for generating power from their jointly-
owned coal-fired power plants.

The ratings incorporate Fitch's assumption that two major coal-
fired power units currently out of service will return to
operation by the end of June 2004. As a result of the outages of
Hatsfield's Ferry 2 and Pleasants Unit 1, Monongahela is
experiencing a temporary cash flow and earnings trough in the
first half of 2004 due to unrecoverable replacement power costs
and reduced wholesale electricity sales. Repair costs are expected
to be largely recovered from insurance proceeds. Cash flow
leverage and cash coverage measures projected for 2004 are weaker
than anticipated, but Fitch anticipates a moderate recovery in the
second half of 2004 and bases the rating on a more normalized
2005-06 projection. Any delay in the return to commercial
operation of these two plants beyond the projected date of June
30, 2004, could increase the cost of the outages. Fitch's
forecasts also include an expectation that Monongahela will reduce
general and administrative costs gradually over the next couple of
years. Fitch expects that upon the expiration of the current rate
freeze in OH in December 2005, a mechanism will be restored
permitting ongoing cost recovery for Monongahela's Ohio electric
business.

With two important power plants out of service and no ability to
recover higher supply costs in WV, the current pressure on cash
flow results in leverage ratios that are high for the 'BBB'
category. As of year end 2003, leverage on a debt to EBITDA basis
was approximately 4.4x, while debt to capitalization was 57.6%,
(inclusive of capital lease obligations). Fitch's projections
contemplate a modest reduction in debt and moderate improvement in
income producing a debt to EBITDA ratio of less than 4x in 2007,
absent any upside from rate increases in WV or the sale of its
subsidiary Mountaineer Gas. Cash flow coverage of interest expense
is consistent with the rating category.

Monongahela's ratings reflect its resource base of ownership
interests in a fleet of relatively low-cost baseload generation
plants and a major pumped-storage facility, good collateral
coverage of secured and unsecured debt, the lack of competition in
its WV franchise service area, and adequate liquidity provided
from cash reserves and operating cash flow. Less favorable factors
are the low income levels in the WV and OH regions served by
Monongahela and the potential difficulties and delays in
increasing its tariff in WV to recover anticipated rising costs of
coal procurement and environmental compliance. Fitch's rating
considers that Monongahela is a joint owner of assets along with
its affiliate, Allegheny Energy Supply (Supply, unsecured debt
rated 'B-', Rating Outlook Stable). Monongahela's generation
assets consist of minority (23%) undivided ownership in plants
that are 77% owned by Supply. Ohio customers are supplied through
a power purchase agreement with Supply.

Given Monongahela's joint ownership of power assets and a power
purchase contract with its affiliate, it is helpful that the
financial condition of Monongahela's parent Allegheny Energy and
its affiliate Supply stabilized earlier this year by refinancing
and extending the maturity of all debt of Supply with new debt
maturing in 2011. Also, Supply eliminated its prior exposure to a
volatile and unprofitable western power portfolio. Supply's
marketing and trading is now oriented to meeting customer loads
and marketing excess capacity, if any, in the region of its
heritage physical assets. First quarter 2004 results show that
Supply has swung to positive operating cash flow for the quarter
from negative operating cash flow in the same quarter of 2003,
despite replacement power costs associated with the outages of
Hatsfield's Ferry 2 and Pleasants Unit 1 in 2004. However,
Supply's debt leverage remains high.

Future events that could result in a favorable rating action
include: success in extending coal contracts at prices that are
consistent with the current electricity tariffs in WV and Ohio;
improving the output and operating performance of the power fleet;
reducing allocated general and administrative expenses; using
proceeds of any sale of Mountaineer Gas to reduce debt or
increasing cash flow at Mountaineer Gas through a rate increase;
and in the 2006-07 period, restoration of electricity tariffs in
OH and WV that allow the utility to mitigate its exposure to
commodity prices and environmental compliance costs.

Conversely, events that could result in unfavorable rating action
are: delays in restoring Hatsfield's Ferry 2 or Pleasants Unit 1
to service resulting in prolonged exposure to market prices of
replacement power; failure to improve internal financial and
operating control systems; adverse outcomes of litigation; and an
inability to contract for future coal needs at prices that are
consistent with existing tariffs.

Ratings affected by this action are:

Monongahela Power Company

               --Senior secured debt affirmed at 'BBB';
               --Senior unsecured debt affirmed at 'BBB-';
               --Preferred Stock affirmed at 'BB+'
               --Rating Outlook to Negative from Stable.


NATIONAL CENTURY: Files Motion To Open Lincoln Hospital Sale Order
------------------------------------------------------------------
Matthew A. Kairis, Esq., at Jones Day Reavis & Pogue, in
Columbus, Ohio, relates the National Century Financial
Enterprises, Inc. Debtors held an auction to sell their interests
in Lincoln Hospital Medical Center in Los Angeles, California, on
April 15, 2004.  Three bidders were qualified to participate in
the Auction -- Promise Hospital of East Los Angeles, L.P., Bruce
Yasmeh, and Liberty National Enterprises L.P.  Liberty National
submitted the highest bid at the Auction, offering a $300,000 net
cash amount to National Century Financial Enterprises, Inc.  After
the Auction, the Debtors executed an agreement to sell the
Hospital Property to Liberty National.

At the April 16, 2004 Sale Hearing, the Court approved the sale
of the Hospital Property to Liberty National.  At the Debtors'
request, the Court also determined that Liberty National was a
good faith purchaser within the meaning of Section 363(m) of the
Bankruptcy Code.

             Developments After the Sale Hearing

Since the Sale Hearing, the Creditors Committee and the Debtors
have received two documents bearing on the good faith purchaser
status of Liberty National and suggesting that Liberty National
may have also entered into an agreement or agreements that
controlled the bidding in a manner proscribed by Section 363(n).  
On April 22, 2004, the Debtors' counsel received a letter from
Mr. Yasmeh, making several statements regarding the Auction
process.  Mr. Yasmeh indicated that he and Liberty National had
reached an agreement whereby he would receive a 1/3 interest in
the Hospital Property from Liberty National after it purchased
the Hospital Property.  Mr. Yasmeh also alleged that Promise
Hospital had entered into a lease agreement with Liberty National
to lease Lincoln Hospital from Liberty National.  On April 23,
2004, Mr. Yasmeh transmitted to the Debtors' counsel a copy of
the Liberty/Yasmeh Agreement.

In this regard, the Official Committee of Unsecured Creditors and
the Debtors ask the Court to:

   (a) open the Order approving the sale of the Hospital
       Property, California; and

   (b) reopen the record with respect to the sale to permit the
       submission of documentary evidence and the taking of live
       testimony bearing on Sections 363(m) and 363(n).

Mr. Kairis contends that the Sale Order and the records with
respect to the Sale Order must be reopened to permit the
introduction of evidence regarding possible collusive bidding
activities and other actions by Liberty National that would
preclude a finding of good faith within the meaning of Section
363(m).

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)


NATURADE INC: Stockholders' Deficit Widens to $3.5MM at March 31
----------------------------------------------------------------
Naturade Inc. (OTCBB:NRDC), a leading marketer of heart health and
weight management products under the brand names Naturade Total
Soy and Diet Lean(TM), reported net sales for first quarter 2004
of $3,552,624, down 8.1% from first quarter 2003.

Net loss for the quarter of $468,467 increased by $275,809 over
first quarter 2003 reflecting the lower sales and a decline in
gross margin to 45.3% in first quarter 2004 from 46.2% in the
first quarter of 2003 as a result of an increased mix of private
label to branded products in the quarter.

At March 31, 2004, Naturade Inc's balance sheet shows a
stockholders' deficit of $3,462,380 compared to a deficit of
$2,861,638 at December 31, 2003.

"The first quarter sales setback was disappointing," said Naturade
CEO Bill Stewart. "Our mass market channel sales were affected by
the impact of a labor strike in food stores where the company's
sales decreased 13.4% in first quarter 2004 over the same period
in 2003. In addition, the company had increased volume in a mass
market account in the first quarter of 2003 that did not recur in
2004 because the customer consolidated its entire meal replacement
category to make room for low carb products. In response, we have
made adjustments to keep spending under control. We remain
confident that initiatives already in place regarding new products
and product development will positively impact both sales and
profit."

Stewart added, "In March, Naturade extended its new Diet
Lean(TM)brand from one carbohydrate blocker SKU to a complete line
of six weight loss products that offer safe, natural alternatives
to Ephedra. We believe Diet Lean(TM) is positioned to capitalize
on the hottest trend in retailing, low carbohydrate dieting.

"Simultaneously, the company has teamed up with SportPharma to
launch a line of sports nutrition powders. The SportPharma line
includes four basic products that target the estimated 60 million
'fitness-active' consumers who shop in both mass market and health
food stores."

"The volume from our SportPharma and Diet Lean(TM) lines could
have a meaningful impact on second half sales results. Diet
Lean(TM) is supported by partnerships with major ingredient brands
such as Tonalin and Phase 2 to attack the weight-loss market. Both
ingredient suppliers are actively supporting their brands through
national consumer campaigns. In addition, the SportPharma line
opens up a new business category, Sports Nutrition, and its
customer base for the company."

With headquarters in Irvine, Naturade provides healthy solutions
for weight loss consistent with its commitment - since 1926 - to
improve the health and well-being of consumers with innovative,
natural products. Its premier brand, Naturade Total Soy, is a
complete line of meal replacement products for weight loss and
cholesterol reduction, which is sold at major supermarket and
club, health food, drug and mass merchandise stores throughout the
United States and Canada. Well known for over 50 years of
leadership in soy protein, Naturade also markets a complete line
of protein boosters for low carbohydrate dieters, a new line of
safe, natural weight loss products under the Diet Lean(TM)brand
and a line of SportPharma sports nutrition products for fitness-
active consumers. Naturade's other brands include Calcium
Shake(TM), Naturade Total Soy Menopause Relief(TM), Power Shake
and Aloe Vera 80. Visit http://www.naturade.com/for more  
information.  


NATURADE: Health Holdings, et al., Lend More than Half a Million
----------------------------------------------------------------
On April 14, 2003, Naturade, Inc. entered into a loan agreement
with Health Holdings & Botanicals, LLC, a principal stockholder of
the Company, and certain other lenders, pursuant to which the
Lender Group has agreed to lend the Company $450,000 and, subject
to the discretion of the Lender Group, up to an additional
$300,000.  

All advances under the Loan Agreement bear interest at the rate of
15% per annum, are due on December 31, 2004, are secured by
substantially all of the assets of the Company, and are
subordinated to the Company's indebtedness to Wells Fargo Business
Credit, Inc.  The advances under the Loan Agreement will be used
by the Company for working capital and general corporate purposes.

On April 14, 2004, the terms of the Loan Agreement were modified
by the joinder of Bill D. Stewart, the Chief Executive officer of
the Company, as a member of the Lender Group, subject to all of
the terms and conditions of the Loan Agreement.

Further, on April 14, 2004, the Lender Group advanced an
additional $200,000, of which Bill D. Stewart advanced $100,000,
to the Company for working capital purposes.  Under the Loan
Agreement, an additional $100,000 remains available to advance at
the discretion of the Lender Group.

With headquarters in Irvine, Naturade -- whose March 31, 2004
balance sheet shows a stockholders' deficit of $3,462,380 --
provides healthy solutions for weight loss consistent with its
commitment - since 1926 - to improve the health and well-being of
consumers with innovative, natural products. Its premier brand,
Naturade Total Soy, is a complete line of meal replacement
products for weight loss and cholesterol reduction, which is sold
at major supermarket and club, health food, drug and mass
merchandise stores throughout the United States and Canada. Well
known for over 50 years of leadership in soy protein, Naturade
also markets a complete line of protein boosters for low
carbohydrate dieters, a new line of safe, natural weight loss
products under the Diet Lean(TM)brand and a line of SportPharma
sports nutrition products for fitness-active consumers. Naturade's
other brands include Calcium Shake(TM), Naturade Total Soy
Menopause Relief(TM), Power Shake and Aloe Vera 80. Visit
http://www.naturade.com/for more information.   


NCI BUILDING: S&P Raises Corporate & Bank Loan Ratings to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
bank loan ratings on metal buildings manufacturer, NCI Building
Systems Inc., to 'BB' from 'BB-', and its subordinated debt rating
to 'B+' from 'B'. The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating and its recovery rating of '3' to NCI's proposed $325
million senior secured credit facility, based on preliminary terms
and conditions. The rating is the same as the corporate credit
rating; this and the '3' recovery rating indicate that bank
lenders can expect meaningful recovery of principal (50% to 80%)
in the event of a default.

"The upgrade reflects NCI's improved financial profile resulting
from its ability to substantially reduce debt even during the past
few years of depressed nonresidential construction markets," said
Standard & Poor's credit analyst Pamela Rice. NCI has reduced debt
by $350 million to $228 million at Jan. 31, 2004, since acquiring
Metal Building Components Inc. in 1998, including a reduction of
almost $200 million since the start of the industry downturn in
early 2001. The Houston, Texas-based company's competitive cost
position has enabled it to gain market share in this challenging
environment and generate over $50 million of free cash flow for
debt reduction in each of the past three years.

The new credit facility consists of a $125 million five-year
revolving credit facility and a $200 million term loan B due in
2010. Proceeds will be used to refinance about $91 million of bank
debt and $125 million of 9.25% subordinated notes, plus pay fees
and expenses. Pro forma for the refinancing, total debt will be
$236 million, including operating leases, with debt to EBITDA
based on the last 12 months ended Jan. 31, 2004, of 2.7x. The
transaction reduces annual interest expense by about one-third,
reduces annual term loan amortization, and extends debt
maturities.

The ratings on NCI reflect highly cyclical demand for the
company's products, especially for its engineered building systems
which are used in new construction, competitive pricing pressures,
volatile raw-material costs, and concerns about potential steel
shortages in the near term. These factors are partially offset by
favorable long-term trends for metal buildings, plus the company's
competitive cost position, national scale of operations,
diversified customer base, and meaningful level of relatively
stable repair and retrofit sales.

The ratings also incorporate expectations that NCI will be able to
manage through the current challenging steel market conditions
without further declines in profitability or a significant
decrease in market share.

With annual sales of over $900 million, NCI manufactures a broad
line of metal roof and wall systems, overhead doors, and
engineered building systems, which consist of structural beams and
panels that are welded and roll-formed in a factory and shipped to
a construction site ready for assembly. The company employs a
multiple brand strategy, enabling it to serve more than one
builder in a region, thereby increasing market penetration. NCI is
the largest integrated U.S. manufacturer of metal components for
nonresidential construction, with its share in this segment at
least twice the size of the next competitor.


NEIGHBORCARE: Rejects Omnicare's "Blatantly Opportunistic" Offer
----------------------------------------------------------------
NeighborCare (Nasdaq: NCRX) announced that its Board of Directors
has unanimously rejected an unsolicited proposal from Omnicare
(NYSE: OCR) expressing interest in acquiring NeighborCare. The
proposal, made public on May 24, 2004 by Omnicare, is
substantially similar to the proposal previously rejected by
NeighborCare on April 20, 2004. Consistent with its fiduciary
duties and responsibilities under Pennsylvania law, NeighborCare's
Board of Directors reviewed this latest proposal and unanimously
determined that the Omnicare proposal is "blatantly opportunistic"
and not in the best interest of NeighborCare and its shareholders
and other constituencies. The NeighborCare Board affirmed its
confidence in the Company's new leadership and in its business
plan. The Board further stated that it is confident that
NeighborCare can achieve its goals independently, and that
executing on this business plan is the best course for the
Company, its shareholders and other constituencies.

John Arlotta, NeighborCare's Chairman, President and Chief
Executive Officer, said, "It has been just over five months since
the spin-off, and we are in the early stages of executing on a
business plan that management and the Board believes will deliver
significant long-term value. Our plan is working. Our service
costs are dropping, our formulary compliance is improving, and our
suppliers are seeing a more educated and demanding customer. We
are well positioned to leverage technologies and innovations to
compete and succeed in the marketplace."

Arlotta added, "The premium Omnicare has touted is misleading in
the context of our recent trading history. Omnicare, which noted
that their proposal is 'significantly accretive' to them, is
clearly trying to deprive our shareholders of the upside that we
believe is inherent in our plan."

The following is the May 25, 2004 rejection letter from
NeighborCare's Chairman, President and Chief Executive Officer,
Mr. John Arlotta, to Mr. Joel Gemunder, President and Chief
Executive Officer of Omnicare:

     May 25, 2004
     Mr. Joel F. Gemunder
     President and Chief Executive Officer
     Omnicare, Inc.
     100 East RiverCenter Blvd.
     Suite 1600
     Covington, KY  41011

     Dear Joel:

       This will respond to your letter of May 24, 2004 in which
     you repeated your unsolicited $30 per share acquisition
     proposal from March 30.  As we stated in our letter of April
     20, the NeighborCare Board is unanimously of the view that
     your proposal is blatantly opportunistic and not in the best
     interests of NeighborCare, its shareholders and its other
     constituencies.  We had no interest then, and we have no
     interest now, in pursuing a transaction, nor in any
     further discussion of the matter.
     
       As you know, we are just emerging from a major strategic
     restructuring that resulted in the separation of our nursing
     home business, a new leadership team and a new, fully
     independent approach to the institutional pharmacy market.  
     We are in the early stages of a new business plan that will
     leverage these very significant changes as well as important
     new initiatives that we have recently announced in
     automation.  Our efforts are quickly reducing costs and
     achieving success with customers.

       The Board has great confidence in the Company's business
     plan and our new leadership, and we have no doubt that
     aggressively executing on that business plan is the best
     course for our company. Accordingly, we see your proposal as
     nothing more than a cynical attempt to seize for Omnicare the
     long-term value and success of our great company, which
     rightly belongs to NeighborCare's shareholders and other
     constituencies.

       We intend to continue to compete in the marketplace and to
     provide superior service and value to our customers.  We are
     confident that this course is best for our company, its
     shareholders and other constituencies.  Both the Board and I
     have been unwavering on this point since you first raised the
     idea in late February.  Pursuing your proposal would be
     counter-productive for your company, as well as for ours.

     Sincerely,


     John J. Arlotta
     Chairman, President and Chief Executive Officer

                            * * *

As reported in the Troubled Company Reporter's May 26, 2004
edition, 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%.

NeighborCare, Inc., is formerly known as Genesis Health Ventures,
Inc., which, along with its affiliates, filed for chapter 11
protection (Bankr. Del. Case No. 00-02692-JHW) on June 22, 2000.
On October 2, 2001, the Debtors' Joint Plan of Reorganization,
confirmed on September 12, 2001, became effective. On December 2,
2003, Genesis began doing business as NeighborCare, Inc.


NETSOL TECHNOLOGIES: Partners with Australian Motor Finance
-----------------------------------------------------------
NetSol Technologies, Inc. (NASDAQ: NTWK), a developer of
proprietary software applications and provider of information
technology (IT) services, announced NetSol-Abraxas, its wholly-
owned subsidiary, has formed a strategic partnership with
Australian Motor Finance Pty., Ltd. (AMF), one of Australia's
largest automotive lenders. Under terms of the potentially multi-
million dollar partnership agreement, which provides for
transaction-based revenue-sharing, NetSol will design and
implement a customized point-of-sale (POS) system for AMF's
wholesale funding initiatives.

NetSol will receive a payment for every deal accepted by AMF via
its new NetSol point-of-sales system, in lieu of its standard
license fee. The product launch will begin with the more than 100
dealers in New South Wales. This will be followed by roll-outs in
Victoria, South Australia, Northern Australia, Queensland, and
Western Australia. The initial target market exceeds 400 dealers
with main lender systems already in place which are compatible
with NetSol's new solution. The company then anticipates launching
a version for the motorcycle, golf buggy, and boat finance
markets.

"We are pleased to announce this significant new partnership with
AMF, which provides for a recurring revenue stream with tremendous
upside potential that could exceed $2 million within two years,"
said Fred Firth, Managing Director of NetSol-Abraxas, Australia.
"In addition to being a unique partnership, the deliverable will
be a more robust, technologically-advanced variant of the typical
NetSol-Abraxas dealer system, OASYS, which already dominates the
Australian car finance market."

The new AMF OASYS system will streamline what is already a popular
alternative for car dealers who have had a finance deal declined
by their primary finance source. The new system will enable
dealers to re-submit the declined deals to AMF and process them
automatically, as opposed to today's standard time consuming
method of manual entry.

"Our research indicates that auto dealers in Australia are losing
more than 10 percent of sales due to a lack of suitable finance
products tailored to 'first chance' borrowers or those with a
negative credit history," said Ian Brindley, Executive Director of
Melbourne's Australian Motor Finance. "The big players in the auto
finance market are often constrained by the sheer volume of deals
processed daily, which limits the risk flexibility of their credit
assessments. With the cutting-edge system from NetSol-Abraxas we
can automatically capture and process these declined deals while
the customer is still in the car dealership, thus exponentially
increasing the number of applications we can process."

              About Australian Motor Finance

Australian Motor Finance was formed in 1999 to commercialize an
innovative motor vehicle lending product for the non-conforming
market. It will allow the large and growing number of consumers
who do not meet increasingly automated and "templated" financing
requirements to purchase better quality motor vehicles. These
customers can be defined as First Chance Borrowers --
traditionally the young or those without a finance history -- and
Second Chance Borrowers -- people often with very minor credit
defaults. Australian Motor Finance couples sophisticated account
monitoring and collections platforms and policies with active
account management, including face-to-face interviews, designed to
reduce the risk of default. Flexible payment options, including
timing of payments to coincide with payment of salaries and credit
card payments, also reduce the risk of default.

              About NetSol Technologies, Inc.

NetSol Technologies is a leading end-to-end solution provider for
the lease and finance industry. Headquartered in Calabasas, CA,
NetSol Technologies, Inc. operates on a global basis with
locations in the U.S., Europe, East Asia and Asia Pacific. NetSol
helps its clients identify, evaluate and implement technology
solutions to meet their most critical business challenges and
maximize their bottom line. By utilizing its worldwide resources,
NetSol delivers high-quality, cost-effective IT services ranging
from consulting and application development to systems integration
and outsourcing. NetSol's commitment to quality is demonstrated by
its achievement of both ISO 9001 and SEI (Software Engineering
Institute) CMM (Capability Maturity Model) Level 3 assessment. For
more information, visit NetSol Technologies' web site at
http://www.netsoltek.com/

As reported in the Troubled Company Reporter's March 4, 2004
edition, Netsol Technologies Inc. stated that, as of December 31,
2003, the Company had an accumulated deficit of $29,839,780.
Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern. This factor raises
substantial doubt about the Company's ability to continue
operations.

Management recognizes that the Company must generate additional
resources to enable it to continue operations. Management has
closed down its loss generating UK entities, disposed of its
German subsidiary, and is continually evaluating cost cutting
measures at every entity level. Additionally, management's plans
also include the sale of additional equity securities and debt
financing from related parties and outside third parties. However,
no assurance can be given that the Company will be successful in
raising additional capital. Further, there can be no assurance,
assuming the Company successfully raises additional equity, that
the Company will achieve profitability or positive cash flow. If
management is unable to raise additional capital and expected
significant revenues do not result in positive cash flow, the
Company will not be able to meet its obligations and may have to
cease operations.


ONE PRICE: Section 341(a) Meeting Scheduled for June 15, 2004
-------------------------------------------------------------
The United States Trustee will convene a meeting of One Price
Clothing Stores, Inc.'s creditors at 2:30 p.m., on June 15, 2004
in the Office of the U.S. Trustee at 80 Broad Street, 2nd Floor,
New York, New York 10004.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Duncan, South Carolina, One Price Clothing
Stores, Inc. -- http://www.oneprice.com/-- operates a chain of  
off price specialty retail stores. These stores offer a wide
variety of contemporary, in-season apparel and accessories for the
entire family. The Company, together with its two affiliates,
filed for chapter 11 protection on February 9, 2004 (Bankr.
S.D.N.Y. Case No. 04-40329).  Neil E. Herman, Esq., at Morgan,
Lewis & Bockius, LLP represents the Debtors in their restructuring
efforts. When the Company filed for protection from its creditors,
it listed $110,103,157 in total assets and $112,774,600 in total
debts.


PACIFIC COAST CDO: Fitch Junks Rating on $26MM Preference Shares
----------------------------------------------------------------
Fitch Ratings has taken rating action on five classes of notes
issued by Pacific Coast CDO Ltd.

The following rating actions are effective immediately:

    --$432,081,591 class A notes affirmed at 'AAA';
    --$96,000,000 class B notes downgraded to 'A-' from 'AA-';
    --$19,591,176 class C-1 notes downgraded to 'BB+' from 'BBB+';
    --$8,389,273 class C-2 notes downgraded to 'BB+' from 'BBB+';
    --$26,000,000 preference shares downgraded to 'CC' from 'BB-'.

Furthermore, classes B, C-1 and C-2 are placed on Rating Watch
Negative as Fitch observes the performance of several securities
that may experience further deterioration.

The ratings of the class A and class B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date. The ratings
of the class C-1 and C-2 notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date. The rating
of the Preference Shares addresses the likelihood that investors
will receive ultimate and compensating payments resulting in a
yield on the preference share rated balance equivalent to 2% per
annum, as per the governing documents, as well as the initial
preference share rated balance by the legal final maturity date.

Pacific Coast is a collateralized debt obligation that closed in
September 2001 and is managed by Pacific Investment Management
Company. Pacific Coast is composed of approximately 56.1%
resiedntial mortgage-backed securities, 20.7% asset-backed
securities, 12% commercial mortgage-backed securities, 5.6%
corporate bonds and 5.5% collateralized debt obligations. As a
result of failing coverage tests, PIMCO is limited to sales of
securities as defined by Pacific Coast's governing documents.
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager.

Since the last rating action in December 2002, the transaction has
experienced collateral deterioration. The class A/B
overcollateralization ratio and class C OC ratio have decreased
from 110.26% and 104.81% on Nov. 30, 2002 to 105.05% and 99.97% as
of April 20, 2004. The weighted average rating factor (WARF) has
increased from 14.85 ('BBB/BBB-') to 19 ('BBB/BBB-'). Assets rated
below 'BBB-' represented approximately 8.1% as of Nov. 30, 2002,
and increased to 16.4% as of the most recent trustee report.
Defaulted assets represented 1.66% of the $573.74 million of total
collateral excluding eligible investments.

The transaction's floating-rate assets and interest rate swap,
which pays a floating interest rate, total approximately $568
million while Pacific Coast liabilities that pay a floating
interest rate equal $582 million. As the swap notional will step
down through 2010, it is likely that the transaction will remain
underhedged. This would negatively impact the transaction in a
rising interest rate scenario.


PARAMOUNT RESOURCES: S&P Revises Outlook To Negative from Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and 'B' senior unsecured debt ratings on
Paramount Resources Ltd. following the company's announcement of
its intention to acquire natural gas and crude oil producing
assets from Acclaim Energy Trust and EnerPlus Resources Fund for
C$189 million. At the same time, Standard & Poor's revised the
outlook on Paramount to negative from stable.

The outlook revision reflects Standard & Poor's concerns regarding
the company's recent track record of generating negative free cash
flow and the limited financial flexibility associated with the
company's aggressive spending program and increasing debt levels.
If the company's financial flexibility remains constrained, the
ratings could be lowered. Conversely, if there are no further
acquisitions in 2004 and 2005, Paramount should be able to
generate free cash flow during this period. If the company uses
this cash flow to reduce debt and expands its hedging program to
temper hydrocarbon price and cash flow volatility, the outlook
could be revised to stable.

"The acquired assets are contiguous with Paramount's existing
properties in the Kaybob and Fort Liard areas, and, as such, will
complement the company's existing asset portfolio," said Standard
& Poor's credit analyst Michelle Dathorne. "Moreover, the assets'
natural gas focus and current operating cost profile are
consistent with Paramount's existing operations," Ms. Dathorne
added.

Calgary, Alta.-based Paramount's below-average business profile
reflects the company's exploration and production focus on natural
gas production, its small proven reserve base, and its limited
geographic diversification. As Paramount's post spin-off proven
reserves are below average for its 'B+' rated peers, the company
will likely ramp up its capital spending in 2004 and 2005 in an
effort to bolster its proven reserve base. Paramount's
below-average financial profile reflects the company's financial
policies and Standard & Poor's expectation that the company could
overspend its operating cash flows in the near term. Although
Paramount historically has maintained a strong balance sheet, and
its operating cash flow interest coverage measures are nominally
strong for the 'B' ratings category, the company's financial
profile is characterized more by Paramount's growth targets and
the required spending to meet those objectives.


PARMALAT: Court Appoints U.S. Commissioner To Aid In Fraud Probe
----------------------------------------------------------------
At the United States Government's behest, the Honorable Judge
Kent A. Jordan in the U.S. District Court for the District of
Delaware, appoints Assistant U.S. Attorney Richard Andrews as the
District Court's commissioner to facilitate obtaining documents
and testimony of witnesses residing within the District Court's
jurisdiction and taking other actions as requested by the Italian
authorities.

The Italian authorities are currently investigating the alleged
bankruptcy fraud and crime related to Parmalat's collapse.  The
Italian authorities are seeking information from the Office of
the Delaware Secretary of State and from companies residing in
the District.  Mr. Andrews is authorized to issue commissioner's
subpoenas and to collect evidence.

Section 1782 of the Judiciary Procedures Code grants the District
Court authority to accede to the Italian authorities' request:

     "(a) The district court of the district in which a
          person resides or is found may order him to give
          his testimony or statement or to produce a document
          or other thing for use in a proceeding in a foreign
          or international tribunal, including criminal
          investigations conducted before formal accusation.
          The order may be made pursuant to a letter rogatory
          issued, or request made, by a foreign or international
          tribunal or upon the application of any interested
          person and may direct that the testimony or statement
          be given, or the document or other thing be produced,
          before a person appointed by the court.  By virtue of
          his appointment, the person appointed has power to
          administer any necessary oath and take the testimony
          or statement.  The order may prescribe the practice
          and procedure, which may be in whole or part the
          practice and procedure of the foreign country or the
          international tribunal, for taking the testimony or
          statement or producing the document or other thing.
          To the extent that the order does not prescribe
          otherwise, the testimony or statement shall be taken,
          and the document or other thing produced, in
          accordance with the Federal Rules of Civil Procedure."

              Request for International Assistance

Italian prosecutors Dr. Antonella Ioffredi and Dr. Silvia
Cavallari seek account statements and other information relating
to:

   (1) Web Holding, Inc., and Western Alps Foundation;

   (2) Boston Holding Corporation, Boston Financial Corporation,
       Endeavours Fund, Latitalia Group Corporation, Louis
       Caiola, Steven Alan White, Jeffrey Scott White and Heather
       Lee Harrison;

   (3) Epicurum Fund Management Services, LLC, Cotton Wood
       Management Services, Inc., Thomas B. Bratvet, and Angela
       D. Williams; and

   (4) Nyte Investments, LLC.

Web Holdings and Western Alps Foundation, Inc., were believed to
be recipients of fraudulent transfers from Parmalat senior
officers and directors who are currently under investigation.  In
September 2003, Hit International, a Parmalat affiliate,
allegedly led a plan to hide losses by awarding EUR135,000,000 on
Web Holding.  The sum was also a result of the misappropriation
of funds carried out within Parmalat SpA or other companies in
the Parmalat Group.  Web Holdings is owned by Western Alps
Foundation.  Western Alps Foundation also received $28,800,000
financing from Parmalat Capital Finance Malta in 2001.

Boston Holding or its affiliates apparently helped Parmalat get
around anti-trust laws, which required Parmalat to dispose
certain brands upon the acquisition of Eurolat.  Newlat s.r.l.
was set up in Reggio Emilia, in Italy to unite the brands.  The
transfer was first made to Louis Caiola, then to Endeavour at
Boston Holdings, which as a result issued promissory notes.  Mr.
Caiola is the administrator of Latitalia, which fictitiously
bought Newlat.  Latitalia appears to be incorporated by Boston
Holdings as well as controlled 100% by Latitalia (Italy) s.r.l.

Steven White provided advisory services to Newlat, together with
his son, Jeffrey.  The Whites are related to Ms. Harrison, the
wife of accused Gian Paolo Zini.

The Epicurum fund was set up by Mr. Zini to hide the
misappropriation of funds carried out in favor ITC&P, Hit SpA,
and Hit International, the tourism companies owned by the Tanzis.  
The Epicurum fund is managed by Epicurum Fund Management, Cottton
Wood, T.B. Bratvet and A.D. Williams.

Nyte Company is believed to be another recipient of fraudulent
transfers.

The Italian prosecutors also seek account statements and other
information relating to current accounts, fiduciary accounts,
bank accounts and safety deposit boxes in the names of Calisto,
Tanzi, Giovanni Tanzi, Anna Maria Tanzi and others.

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


PG&E NATIONAL: Wilmington Trust Withdraws NEG Plan Objection
------------------------------------------------------------
Wilmington Trust Company objected to the confirmation of NEG's
Third Amended Plan.  Wilmington Trust is the indenture trustee of
the 10.375% Senior Notes due 2011 issued by NEG.

Wilmington Trust complained that Section 5.01(c) of the Plan
impairs its rights to enforce a charging lien against the New
Common Stock for amounts due under the Indenture.  Pursuant to
Section 5.01(c), Wilmington Trust asserts that it is entitled to
payment of its reasonable fees and expenses, including counsel
fees and expenses, up to $500,000 -- exclusive of costs
associated in making Distributions under the Plan.

NEG has reached an agreement with Wilmington Trust and the
Official Noteholders Committee to resolve the dispute.

In a Court-approved stipulation and consent order, the parties
agree that:

   (a) Reorganized NEG will pay Wilmington Trust $197,797 on the
       effective date of the Plan for the fees and expenses
       incurred by Wilmington Trust and its professionals:

                 Fees and Expenses of Wilmington Trust

       Wilmington Trust Company      $80,095  (through 3/31/04)

       Kramer Levin Naftalis         116,811  (through 4/22/04)
       & Frankel, LLP

       Ballard Spahr Andrews             891  (through 4/22/04)
       & Ingersoll, LLP
                                   ---------
                           Total    $197,797

       On the initial distribution date under the Plan,
       Reorganized NEG will pay any additional reasonable fees
       and expenses of Wilmington Trust, in its capacity as
       indenture trustee, which are incurred after March 31,
       2004;

   (b) The Plan is modified to read:

       "On the Initial Distribution Date, in recognition of and
       as a compromise of, pursuant to Bankruptcy Rule 9019(a),
       any Administrative Claims of [Wilmington Trust] pursuant
       to Section 503(b) of the Bankruptcy Code, and in full and
       final satisfaction of any right of [Wilmington Trust] to
       enforce a charging Lien against Distributions on account
       of the Old Senior Notes or the Old Indenture for amounts
       due to the Old Indenture Trustees under the Old Indenture,
       [Reorganized NEG] shall pay the reasonable fees and
       expenses of [Wilmington Trust] (including fees and
       expenses of counsel) outstanding as of the Effective Date,
       in an amount not to exceed $500,000.00, without the need
       for any further order of the Bankruptcy Court; provided,
       however, that pursuant to [the Stipulation and Consent
       Order], that the amount of $197,797.91 on account of such
       fees and expenses incurred . . . is deemed reasonable and
       will be paid by [Reorganized NEG] on the Effective Date or
       as soon thereafter as is reasonably practicable.  Such
       payment shall be in addition to, and not in lieu of, any
       amount that may become payable to [Wilmington Trust] for
       its reasonable fees and expenses associated with receiving
       and making Distributions under the Plan. . . ."

       The modification does not materially and adversely affect
       the treatment of any creditor pursuant to Rule 3019 of the
       Federal Rules of Bankruptcy Procedure, and does not
       require re-solicitation of any party-in-interest; and

   (c) Wilmington Trust withdraws its objection to the Plan.

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: Taps University Management as New Collection Agent
------------------------------------------------------------------
The Pillowtex Corporation Debtors seek the Court's authority to
enter into a services agreement with University Management
Associations & Consultants Corp./Atwell, Curtis & Brooks, Ltd. --
UMAC/ACB, for the provision of collection agent services.

Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel,
in Wilmington, Delaware, explains that as part of the winding
down of their operations, the Debtors on October 31, 2003,
eliminated their in-house collections department.  Subsequently,
the Debtors entered into a Court-approved Accounts Receivable
Liquidation Agreement with 9ci, Inc.  Under the 9ci Agreement,
the Debtors employed 9ci as collection agent to outsource the
collection of their remaining accounts receivable.

As a result of certain concerns on 9ci's performance, the Debtors
terminated the 9ci Agreement on April 30, 2004.  Consequently,
the Debtors now require the services of a new collection agent.

After consulting with BDO Seidman, LLP, the financial advisor of
the Official Committee of Unsecured Creditors, the Debtors
solicited a proposal for collection agent services from UMAC/ACB.  
Upon receiving and reviewing UMAC/ACB's proposal, the Debtors
determined that:

   -- based on logistical concerns, UMAC/ACB's services are
      competitively priced and superior;

   -- UMAC/ACB's proposed fees are comparable to those of other
      available collection agents; and

   -- the transition from 9ci to UMAC/ACB will be seamless and
      efficient since UMAC/ACB's employees are familiar with the
      Debtors' collection practices.

Because of their continuing need to outsource the collection of
their outstanding accounts receivable, the Debtors intend to
employ UMAC/ACB under the terms of a proposed services agreement.  
The UMAC/ACB Agreement, among others, provides for these terms:

   A. Scope of UMAC/ACB's Services

      * UMAC/ACB will use whatever efforts are necessary within
        the law to collect a pool of accounts receivable, as
        identified by the Debtors.

      * UMAC/ACB may negotiate settlements with account debtors
        as the Debtors deem necessary to effect collection of the
        Accounts Receivable equal to or greater than 85%.
        Settlements of less than that percentage require the
        Debtors' prior consent.

      * With the Debtors' prior consent, UMAC/ACB may initiate
        legal intervention against account debtors when other
        collection practices prove unsuccessful.

   B. UMAC/ACB's Compensation

      * Generally, UMAC/ACB will receive a fee on all collections
        of 35% of the amount collected.  That fee will be due to
        UMAC/ACB as long as the Debtors receive the money after
        the date of the Agreement.

      * UMAC/ACB will receive a $50,000 one-time audit fee to
        be paid in four consecutive monthly installments of
        $12,500 commencing on May 15, 2004.

      * With respect to the Debtors' claims in In re Kmart
        Corporation, et al., UMAC/ACB will receive a fee equal to
        25% of all amounts obtained after the date of the
        Agreement.

      * Where the Debtors instruct UMAC/ACB to initiate legal on
        their behalf, UMAC/ACB will receive:

           (i) a 40% contingency fee for claims within the
               continental United States; and

          (ii) a 45% contingency fee for claims outside the
               continental United States.

        The contingency fees will include UMAC/ACB fees, as well
        as attorney's collection charges and suit fees, excluding
        cut costs which will be the Debtors' responsibility.

      * Where the Debtors have already instructed, or in the
        future instruct, outside counsel to pursue legal action
        against an account debtor, which subject accounts are
        included in the UMAC/ACB portfolio on the date of the
        Agreement, UMAC/ACB will monitor those accounts and
        provide a reconciliation analysis if necessary.  In
        exchange, UMAC/ACB will receive a fee of 15% on all
        amounts collected on the accounts after the date of the
        Agreement.

      * UMAC/ACB will be reimbursed for its expenses.

   C. Termination

      * The Debtors or UMAC/ACB may terminate the Agreement upon
        30 days' prior written notice.  When the Agreement is
        terminated, UMAC/ACB will be paid the fees due to it for
        all accounts receivable collected by the Debtors during a
        period of three months after the termination.

   D. Indemnity

      * UMAC/ACB will indemnify the Debtors from all actions,
        claims and damages resulting from any illegal collection
        practices, gross negligence or misconduct of UMAC/ACB.

      * The Debtors will indemnify UMAC/ACB from all actions,
        claims and damages brought by account debtors against
        UMAC/ACB provided that the actions do not result from
        UMAC/ACB's illegal collection practices, gross negligence
        or willful misconduct.

      * The Debtors are precluded from initiating a claim or
        cause of action against UMAC/ACB unless solely based on
        UMAC/ACB's illegal collection practices, gross negligence
        or willful misconduct.

The Debtors believe that the services of UMAC/ACB are essential
to collecting its outstanding accounts receivable.  The Agreement
is critical to the orderly liquidation of the Debtors' estates.

                           9ci Objects

Curtis A. Hehn, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, in Wilmington, Delaware, argues that the Debtors do
not need a Court-appointed collection agent since they already
have 9ci, Inc.

Pursuant to the Court-approved 9ci Agreement, the Debtors may not
terminate 9ci unless:

   -- 9ci's performance has been unsatisfactory;

   -- the Debtors provide 9ci with 30 day's notice of that
      unsatisfactory performance; and

   -- 9ci fails to cure the unsatisfactory performance within the
      30-day notice period.

In a letter dated April 30, 2003, the Debtors immediately
terminated 9ci without stating that 9ci's performance had been
unsatisfactory, Mr. Hehn relates.  Furthermore, the Debtors did
not offer 9ci 30 days to cure.  The Debtors, therefore, failed to
terminate the 9ci Agreement.

According to Mr. Hehn, the Debtors raised the issue of 9ci's
misconduct only after 9ci's counsel informed them of their
violation of the 9ci Agreement.  9ci is aware of the facts and
circumstances, which contributed to the alleged termination.  9ci
also believes that those facts and circumstances are unrelated to
its performance, and are inappropriate grounds for termination.

Mr. Hehn asserts that 9ci remains the Debtors' collection agent
and the Debtors remain obligated to perform their obligations
under the terms of the 9ci Agreement.

Thus, 9ci asks Judge Walsh to deny the Debtors' request.

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)    


RELIANCE GROUP: Liquidator To Sell RCG-Moody For $55,500,000
------------------------------------------------------------
RCG International, Inc., is a wholly owned subsidiary of Reliance
Insurance Company that owns all the shares of RCG-Moody
International Limited, Moody International, Inc., and Moody
International Limited.

Moody is headquartered in the United Kingdom and operates through
60 subsidiaries, 14 associated companies, 8 branches and four
franchises.

Moody provides services and personnel to industrial, process
engineering, oil and gas industry clients in over 50 countries.  
Its expert personnel examine the integrity of its clients'
metallurgical materials.  Moody also provides accreditation
services to small and medium-sized businesses around the world,
certifying that they meet the standards established by the
International Organization for Standardization.

Joseph C. Crawford, Esq., at Wolf, Block, Schorr & Solis-Cohen,
in Philadelphia, Pennsylvania, tells the Commonwealth Court that
the time to sell the Moody operation is now.  Moody's business is
subject to risks that may lower its value.  Its management
information systems need an upgrade, which will require
considerable investment.  The business is spread across many
countries including China, Indonesia and the Middle East, where
it is impacted by international events, political instability and
uncertain legal status.  The underlying business is cyclical and
the favorable trends may reverse.  Most significantly, a number
of key Moody management personnel are near retirement age,
including its President and CEO.

On the positive side, the market for oil and gas inspection work
has been strong due to the shift from traditional fields to newer
geographic areas.  The trend towards increased ISO accreditation
in the developing world has produced positive growth in the
standardization market.  Also, Moody has made modest-size
acquisitions in both business sectors.  As a result, Moody's
revenues have increased each year since 2000 and are expected to
continue to grow through 2005, with corresponding profits.  The
resulting consistent increase in operating profits raises the
amount that can be obtained in a sale.

Because of the high effective tax rate and the need to reinvest
in working capital, Moody has not paid a dividend to either RCG
or RIC.  Moody's income statement and projected income for 2001
through 2005 show:

   (Dollars in thousands)

                    2001      2002      2003      2004      2005
                  -------   -------   -------   -------   -------
   Revenue         93,900   114,000   158,900   165,000   171,700
   Costs           63,100    78,800   115,400   116,900   120,200
   Gross Margin    30,800    35,200    43,500    48,100    51,500
   Overhead        23,800    26,400    32,800    36,100    37,800
   Exchange Rate      300       600      (200)        0         0
   Net Pretax       6,700     8,200    10,900    12,000    13,700
                  =======   =======   =======   =======   =======

Moody's effective tax rate, based on the tax rates of the
countries in which it operates, is approximately 50%.  Therefore,
Moody's profit after taxes is about half of the pretax profit.

                        The Sale Process

Once a decision to sell Moody was reached, M. Diane Koken,
Insurance Commissioner of Pennsylvania, as Liquidator of RIC,
sought third party assistance.  On September 5, 2002, the
Liquidator hired KPMG Corporate Finance in London to assist in:

   (1) preparing an information memorandum summarizing Moody's
       business and affairs;

   (2) soliciting interest from potential bidders that may want
       to acquire Moody;

   (3) assisting RCG in identifying and contacting potential
       bidders;

   (4) distributing the information memorandum and supplemental
       information to potential bidders on RCG's behalf;

   (5) organizing and administering the due diligence process;
       and

   (6) analyzing and negotiating the terms of expressions of
       interest and offers received by RCG, including:

       (a) assisting RCG in valuating the relative strength of
           certain bids; and

       (b) assessing the merits of permitting bidders to enter
           the next stage of the sale process.

KPMG received indications of interest from nine parties.  As a
result, RCG decided against a single candidate sale approach and
opted instead, to conduct the sale of Moody through a wider,
controlled auction process.  KPMG compiled a "long list" of 72
potential purchasers, including firms from the inspection
industry, ISO accreditation industry, private equity
institutions, construction groups with exposure to the oil and
gas sector, and support services groups who have similar skill
sets as Moody.

The long list was pared down to 37 parties.  Of this group, 29
requested further information on Moody.  Seven of these parties
submitted detailed expressions of interest.  One party was
eliminated when it offered to purchase only part of the business.  
Another offer was significantly lower than other responses and
was eliminated.  After analyzing the remaining five offers, RCG
determined that there was no clear frontrunner so the offers were
taken forward to a second round of bidding.

In the second round, RCG provided additional financial, legal and
business information.  RCG presented the bidders with a draft
Sale and Purchase Agreement and asked for comments.  KPMG
arranged a management presentation with question and answer
sessions.  During this process, RCG eliminated two more bidders.  
One forwarded a materially inferior bid and the second offered a
wide range of indicative pricing terms that it was impossible to
evaluate the offer's true value.

RCG and KPMG conducted further negotiations with the three
remaining bidders.  One offer was materially superior in several
respects, including price and funding support.  Also, RCG and
KPMG felt that Bidder I expended more time and effort in gaining
a detailed understanding of Moody.  Accordingly, on February 4,
2003, RCG and the Bidder I signed a letter of intent and
exclusivity agreement.

On February 24, 2003, Bidder I became concerned about its ability
to proceed.  Key among its concerns was the working relationships
between itself and Moody's management, which had deteriorated to
a point beyond repair.  Exclusivity was terminated by RCG on
March 12, 2003.

At RCG's request, KPMG re-approached Bidder II and Bidder III.  
RCG conducted a financial vendor due diligence exercise, whereby
a detailed due diligence report was prepared by a third party on
behalf of the vendor and distributed to the Bidders.  This was
done to gain further certainty on pricing prior to granting
exclusivity, and to ensure that the report would be owned by RCG
and could be used by a subsequent bidder.  RCG wanted to be sure
that the Bidders had conclusive information and did not
hypothesize that Bidder I dropped out due to a previously
unidentified problem with Moody.

At that time, the SARS outbreak negatively impacted Moody's
Chinese operation and the situation in the Middle East
deteriorated.  Subsequently, Bidder III decided not to pursue the
transaction.  

During that period, three new parties and one party who had been
contacted in the first round indicated an interest in Moody.  RCG
instructed KPMG to pursue the auction process with these four
parties plus Bidder II.  After an information packet was issued,
two parties dropped out.  Two offers were received, one from
Bidder II and one from Close Brothers Private Equity Limited.  
The fifth party continued to express oral interest, but did not
comply with the terms of the auction.  RCG was concerned that the
management issues that arose with Bidder I would also occur with
the fifth party.

Bidder II and Close Brothers were given the vendor due diligence
report and asked to reconfirm their offers.  Following receipt of
revised offers and subsequent clarification, Close Brothers was
granted "preferred status" based on RCG's determination that it
offered materially better terms.  Close Brothers was permitted to
meet with second tier management.  

RCG granted Close Brothers exclusivity on August 4, 2003.  
However, business issues arose and Moody's operating environment
deteriorated, causing performance in the last quarter of 2003 to
miss original projections.  RCG and Close Brothers engaged in
post-selection negotiations over the final terms of Moody's sale.  
In February 2004, a $55,500,000 sale price was reached after
numerous negotiating sessions.

                             The Sale

Consequently, RCG entered into a Share Purchase Agreement with
Moody International Finance Limited, a newly incorporated company
Close Brothers formed to acquire Moody.  Pursuant to the
Agreement, Moody International Finance will pay RCG $55,500,000
in cash for:

   * 100% of the ordinary shares of RCG-Moody International
     Limited;

   * eight shares in Moody International, Inc.; and

   * 20 shares in Moody International Limited.

In addition, RCG will receive $350,000 in repayment of Moody
intercompany indebtedness.

The transaction will give the purchaser 100% ownership of Moody
and its subsidiaries.

Under the Agreement, RCG will enter into a Tax Deed and Guarantee
of Reliance Insurance Company to resolve potential RCG tax
liabilities incurred prior to January 1, 2003.  RCG will also
benefit from any tax recovery based on events during that period.  
RIC will provide a limited guarantee, not to exceed $13,875,000,
of certain RCG obligations.  RIC is obligated under the Guarantee
only if RCG fails to fulfill its obligations.

Fleet M&A Advisors, a division of Fleet Securities, Inc., has
performed a valuation analysis of Moody and concluded that the
Moody equity value is in the range of $45,000,000 to $55,000,000.  
Therefore, the Liquidator maintains that the sale price is fair.

Moody's employees are critical to its success.  As a result, RCG
entered into agreements with key Moody employees for $5,400,000
in retention payments, with half available at the close of the
transaction and the remainder when the employees remain with
Moody for a year after the sale.  These compensation agreements
were essential to maintain Moody's sale value because retention
of key management employees is necessary to maintain
profitability and, hence, marketability.  Otherwise, many key
employees may have left and Moody's value would have declined by
more than $5,400,000.

RCG will pay KPMG a $600,000 success fee upon closing.  Other
fees, like fees for the vendor due diligence, legal fees and
other costs, have already been paid.

The Guarantee requires no expenditure by RIC unless two
conditions occur:

   (1) RCG breaches an obligation under the Agreement, incurs a
       liability under the Tax Deed, or incurs a liability under
       the indemnity provisions of the Agreement; and

   (2) RCG fails to pay those obligations.

The latter condition is unlikely because RCG is solvent and owns
another company with a value of at least $25,000,000.  In
addition, RIC's maximum liability is capped at $13,875,000.

Mr. Crawford explains that RIC can afford to part with the Moody
operation.  Moody has not provided the RIC estate with any inflow
of funds up to this point.  The sale will add over $49,000,000 to
the estate, net of expenses, triggered by closing the
transaction.

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)    


RENT-A-CENTER: S&P Upgrades Corporate Credit Rating to BB+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on specialty
rent-to-own retailer Rent-A-Center Inc. The corporate credit
rating was raised to 'BB+' from 'BB'. The outlook is stable.

The upgrade is based on the company's improved operating
performance and cash flow protection measures. EBITDA rose 30% to
$423 million over the past two years, driven by same-store sales
growth, better operating margins, new store openings, and
acquisitions. The recent acquisitions of Rainbow Rentals Inc. and
Rent Rite Inc. have strengthened the company's market position
while eliminating significant competitors. Cash flow protection
measures have also improved and are solid for the rating category,
with EBITDA coverage of interest at 6.0x, compared with 4.7x in
the prior year.

"The ratings reflect Rent-A-Center's leading market position in
the rent-to-own retail industry, moderate leverage, and adequate
liquidity," said Standard & Poor's credit analyst Robert
Lichtenstein. "These strengths are partially offset by the
company's participation in the highly competitive and fragmented
rent-to-own retail industry, and challenges in continuing its
growth in the face of slowing same-store sales."

Plano, Texas-based Rent-A-Center is the largest operator in the
retail rent-to-own industry, with a market share of 39% based on
store count, compared with 11% for Aaron Rents Inc. and 9% for
Rent-Way Inc. The rent-to-own industry is highly competitive, with
moderate growth prospects and low barriers to entry. Although the
three largest chains account for about 58% of the market's 8,300
stores, the industry remains fragmented, with the remaining
companies consisting mostly of operations with fewer than 20
stores. Rent-A-Center has grown substantially since 1993, making
numerous acquisitions. A key strength of the company has been its
ability to successfully integrate acquisitions. Rent-A-Center
intends to continue to expand its store base by about 10% per year
during the next few years, through new store openings and
acquisitions.

The company's operating performance has shown improvement over the
past two years. Same-store sales increased 3% in 2003, following a
gain of 6% in 2002. However, Standard & Poor's expects the rate of
same-store sales growth to slow as a result of a more mature store
base and store cannibalization (same-store sales decreased 1.3% in
the first quarter of 2004), making revenue growth more
challenging. Operating margins for the 12 months ended March 31,
2004, narrowed to 24.5%, from 25% the year before, but are still
better than in 2001. The margin decline is attributable to the
company's previous pricing strategy on rental merchandise,
inventory from the acquisition of 295 Rent-Way stores, and an
increase in payouts.


REPUBLIC ENGINEERED: Secures New $200MM Revolving Credit Facility
-----------------------------------------------------------------
Republic Engineered Products Inc., North America's largest
producer of special bar quality (SBQ) steel, announced that it has
put in place a five-year, $200 million revolving credit facility.
This new financing arrangement is led by GE Commercial Finance as
agent, and includes UBS Loan Finance LLC, Bank One and Merrill
Lynch Capital as participants.

The credit facility, along with the simultaneous early redemption
of Republic's $80 million in existing senior secured notes,
finalizes the company's financial restructuring.

"This transaction represents further evidence of our improved
performance, and will provide financial flexibility and strength
to support the business," said Joseph F. Lapinsky, Republic's
president and chief executive officer. "Our capital restructuring
plan provides us with significant liquidity to satisfy the needs
of the company going forward."

                     About the Company

With headquarters in Fairlawn, Ohio, Republic Engineered Products
filed for chapter 11 protection (Bankr. N.D. Ohio Case No.: 03-
55118-mss) on October 6, 2003. Shawn M. Riley, Esq. of McDonald,
Hopkins, Burke & Haber Co LPA  and Martin J. Bienenstock, Esq. of
Weil, Gotshal & Manges LLP represent the debtor in its
restructuring efforts. As of June 30, 2003, it listed assets of
$481,000,000 and debts of $467,939,000.  


ROBERTS MANAGEMENT: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Roberts Management, Inc.
        dba McAlister's Deli
        P.O. Box 257
        Watson, Louisiana 70786-0257

Bankruptcy Case No.: 04-11573

Chapter 11 Petition Date: May 12, 2004

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Patrick S. Garrity, Esq.
                  Steffes, Vingiello, & McKenzie, LLC
                  3029 South Sherwood Forest Boulevard, Suite 100
                  Baton Rouge, LA 70816
                  Tel: 225-368-1006

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
McAlisters Corporation                     $130,000

James E. Roberts, Sr.                      $100,000

Design Team Sign Co.                        $68,000

James E. Roberts, Sr.                       $30,000

Kenneth W. Smith                            $18,000

Bynum, Grace & Joffrion                     $17,000

Timothy M. Roberts                          $15,000

Bano Fresh Produce                          $14,000

John M. Roberts Construction                $11,132

Scott M. Perrilloux                          $6,767

Hotel & Restaurant Supply                    $4,000

First American Printing                      $2,000

Waste Management                             $1,000

Threds Adprint                                 $300

Dataworks                                      $200


ROGERS COMMS: Shareholders To Meet Today at 10 AM in Toronto
------------------------------------------------------------
Rogers Communications Inc. and Rogers Wireless Communications Inc.
will conduct their annual shareholder meetings in Toronto today,
May 27, 2004 beginning at 10:00 a.m. Eastern Time. The
meetings will be webcast live over the Internet, and an on-demand
Internet re-broadcast of the meetings will be available following
the meetings.

The webcast of the meetings can be accessed on the Investor
Relations section of the website at http://www.rogers.com/  
or directly at http://www.rogers.com/webcast/

The re-broadcast of the meetings will be available on the Webcast
Archive page of the Investor Relations section of
http://www.rogers.com/for a period of at least two weeks  
following the meetings.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is
engaged in cable television, high-speed Internet access and video
retailing through Canada's largest cable television provider
Rogers Cable Inc.; wireless voice and data communications services
through Canada's leading national GSM/GPRS cellular provider
Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through
Rogers Media Inc.

As reported in the Troubled Company Reporter's April 30, 2004
edition, Standard & Poor's Ratings Services said it placed its
'BB+' long-term corporate credit ratings on Rogers Communications
Inc. (RCI) and Rogers Wireless Inc. (RWI) on CreditWatch with
negative implications following RCI's announcement that it has
received notice from AT&T Wireless Services Inc. (AWE; through
JVII Partnership) of its intent to explore monetization of its
stake in Rogers Wireless Communications Inc. (RWCI), RWI's parent.

Standard & Poors will resolve the CreditWatch status on further
clarification from the company as to whether a transaction will in
fact occur, and on disclosure of the terms and conditions of such
a potential transaction.


ROANOKE: Revamps Capital Structure with Creation of Class A Shares
------------------------------------------------------------------
Roanoke Technology Corp. (OTCBB:RNKE) announced that the capital
structure of the company has been revamped with the filing of the
following amendments to its Articles of Incorporation:

The creation of 100,000,000 Class A common shares of the same par
value of $0.0001 but these shares will have voting rights of (1)
one Class A share to (10) ten common shares.

Roanoke Tech C.E.O. Mr. David Smith added, "This capital
restructuring will allow us to retire up to 500,000,000 common
shares and return them to Treasury. The schedule for the
retirement of these shares, however, can only be released after
the relevant filings are completed with the SEC."

                       *   *   *

As reported in the Troubled Company Reporter's May 3, 2004
edition, Roanoke Technology Corporation has suffered losses from
operations and may require additional capital to continue as a
going concern as the Company develops its new markets.

Management believes the Company will continue as a going concern
in its current market and is actively marketing its services which
would enable the Company to meet its obligations and provide
additional funds for continued new service development. In
addition, management is currently negotiating several additional
contracts for its services. Management is also embarking on other
strategic initiatives to expand its business opportunities.
However, there can be no assurance these activities will be
successful. There is also uncertainty with regard to managements
projected revenue being in excess of its operating expenditures
for the fiscal year ending October 31, 2004.

Items of uncertainty include the Company's liabilities with regard
to its payroll tax liability in excess of $700,000 and its Small
Business Administration loan with a principal balance of $270,807
plus accrued interest. The Company has been in default of these
liabilities and has had negotiations regarding resolution of these
matters. The outcome of these negotiations was uncertain as of
October 31, 2003. If the Company is not successful in these
negotiations or payment, there is substantial doubt as to the
ability of the Company to continue as a going concern.

On December 25, 2003 the Company negotiated an installment
agreement with the Internal Revenue Service with regard to its
payroll tax liability. The agreement calls for payments of $5,000
per month for 48 months with a balloon payment for the balance
owed at the end of that period. The Company's President, Dave
Smith, signed for personal liability of the Trust Fund portion in
the amount of $321,840 plus penalties and interest should the
Company default on these payments. Should the Company default on
these payments and any other current tax compliance, the Company's
property can be taken to satisfy the liability.

During the year ended October 31, 2003, the Company often remained
current with its monthly payment for its Small Business
Administration loan. OF the $270,807 balance owed, the Company has
a past due balance of $131,150. The lender holds the Company's
furniture and equipment as collateral for this loan.


RUSSELL KIVLER: Case Summary & 38 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Russell T. Kivler & Associates, P.C.
             1669 Route 33
             Trenton, New Jersey 08690

Bankruptcy Case No.: 04-27685

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Russell T. Kivler                          04-27686

Type of Business: The Debtor is a Law Firm.

Chapter 11 Petition Date: May 24, 2004

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich, Groh, Frost & Zindler
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: 609-890-1500

                                   Total Assets   Total Debts
                                   ------------   -----------
Russell T. Kivler & Associates,         $55,000    $1,122,494
P.C.
Russell T. Kivler                    $1,017,800    $1,311,787

A. Russell T. Kivler & Assoc.'s 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Yardville National Bank       Accounts Receivable       $200,000
                              and Equipment
                              Secured Value:
                              $30,000

Joseph L. Bocchini, Esq.      Judgment                  $170,021

1st Constitution Bank         1669 Route 33,            $122,322
                              Trenton, NJ 08690

1st Constitution Bank         Accounts Receivable       $102,404
                              and Equipment
                              Secured Value:
                              $30,000

Wells Fargo                   Credit line                $81,663

Verizon                       Advertisement              $50,398

Eurskin Stafford              Judgment                   $49,671

MBNA America                  Credit Card                $46,224

Wells Fargo Financial         Equipment lease            $35,136
Leasing, Inc.

Doc Star                      Contract                   $35,136

Citi Cards                    Credit Card                $22,266

Thomson West fka West Group   Contract                   $10,493

John Charuk, PHD              Judgment                    $5,430

Pitney Bowes                  Postage machinery           $4,700

A.G. Edwards & Sons, Inc.     IRA                         $1,530

Yellow Book USA               Advertisement               $1,326

Verizon                       Phone bill                    $740

Verizon Wireless              Cellular Phone                 $45

Clifford C. Halper, Esq.                                 Unknown

B. Russell T. Kivler's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Yardville National Bank       Credit line               $200,000

Wells Fargo                   Credit line                $81,663

Joseph L. Bocchini, Esq.      Judgment                   $70,000

Sovereign Bank                                           $55,500

Verizon                                                  $50,398

Eurskin Stafford              Judgment                   $46,714

MBNA America                  Credit Card                $46,234

Mercedes-Benz Credit          2004 Mercedes ML320        $38,000
                              Secured Value:
                              $35,000

Citi Cards                    Credit Card                $22,266

Thomson West fka West Group                              $10,493

James C. Kierman              112 Cleveland               $8,000
                              Avenue, Trenton, NJ

John Charuk, PHD              Judgment                    $5,430

Pitney Bowes                                              $4,700

A.G. Edwards & Sons, Inc.                                 $1,530

Yellow Book USA                                           $1,326

Verizon                       Phone bill                    $740

State of New Jersey Housing   Balance due after             $525
Inspection                    property sold on 225
                              Hamilton Avenue,
                              Trenton, NJ 4 years
                              Ago

Verizon Wireless              Cellular Phone                 $45

Clifford C. Halper, Esq.                                 Unknown


SAMSONITE: Commences New Offer to Purchase 10-3/4% Senior Notes
---------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) announced that it
is commencing a new offer to purchase and consent solicitation for
any and all of its outstanding 10-3/4% senior subordinated notes
due 2008. The current aggregate outstanding principal amount of
the notes is $308,261,000.

On May 13, 2004, the Company announced that it had terminated its
offer to purchase and consent solicitation which was commenced on
April 30, 2004, due to then current market conditions. At that
same time, the Company announced that it was withdrawing its
previously announced private notes offering which was to have
occurred concurrently with the April 30 offer to purchase and
consent solicitation.

On May 25, 2004, the Company priced a private offering of
$205,000,000 of new senior subordinated notes, the proceeds of
which will be used to retire a portion of the Company's
outstanding 10-3/4% senior subordinated notes. The Company is
currently reviewing other capital market alternatives with the
objective of retiring all its outstanding 10-3/4% senior
subordinated notes. In anticipation of identifying an acceptable
capital market opportunity, the Company is commencing this offer
to purchase and consent solicitation on terms substantially
identical to the April 30 tender offer and consent solicitation.

The offer to purchase will expire at 12:00 midnight, New York City
time, on June 22, 2004, unless extended or earlier terminated. The
consent solicitation will expire at 12:00 midnight, New York City
time, on June 8, 2004, unless extended.

Holders tendering their notes will be deemed to have delivered
their consent to certain proposed amendments to the indenture
governing the notes, which will eliminate certain covenants and
certain provisions relating to events of default and amend certain
other related provisions.

The purchase price for each $1,000 principal amount of notes
validly tendered and not revoked on or prior to the expiration
date of the offer to purchase will be $1022.67. Holders who
validly tender notes will also be paid accrued and unpaid interest
up to but not including the date of payment for the notes.

If the requisite number of consents required to amend the
indenture is received and the offer to purchase is consummated,
the Company will make a consent payment of $20.00 per $1,000
principal amount of notes for which consents have been validly
delivered and not revoked on or prior to the expiration date of
the consent solicitation for aggregate consideration of $1042.67.
Holders who validly tender their notes after the expiration date
of the consent solicitation will receive only the purchase price
for the notes but not the consent payment.

The purchase price for the notes and the consent payment for notes
tendered on or before the expiration date of the consent
solicitation are expected to be paid promptly following the
expiration date of the consent solicitation. The purchase price
for the notes tendered on or before the expiration date of the
offer to purchase is expected to be paid promptly following the
expiration date of the offer to purchase.

The terms of the offer to purchase and consent solicitation,
including the conditions to the Company's obligations to accept
the notes tendered and consents delivered and pay the purchase
price and consent payments, are set forth in the Company's offer
to purchase and consent solicitation statement, dated May 25,
2004. One of the conditions is the Company having available funds
to be raised from a private offering of new notes in an aggregate
principal amount of approximately $325,000,000. The new notes to
be offered have not been and may not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
such registration requirements. The Company may amend, extend or
terminate the offer to purchase and consent solicitation at any
time in its sole discretion without making any payments with
respect thereto.

Deutsche Bank Securities Inc. and Merrill Lynch & Co. are the
dealer managers for the offer to purchase and the solicitation
agents for the consent solicitation. Questions or requests for
assistance may be directed to Deutsche Bank Securities Inc.
(telephone: (212) 250-4270 (collect)) or Merrill Lynch & Co.
(telephone: (212) 449-4914 or toll-free at (888) 385-2663).
Requests for documentation may be directed to D.F. King & Co.,
Inc., the information agent (telephone: (800) 628-8532).

                     *   *   *

As reported in the Troubled Company Reporter's May 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior unsecured debt and 'B-' subordinated debt ratings to
Samsonite Corp.'s proposed $325 million offering of euro-
denominated floating-rate senior notes due 2011 and dollar-
denominated senior subordinated notes due 2012.

At the same time, Standard & Poor's raised all its outstanding
ratings on luggage and travel-related products manufacturer
Samsonite, including the corporate credit rating, which was raised
to 'B+' from 'B'. The outlook is stable.

"Samsonite's upgrade reflects Standard & Poor's expectation that
the proposed transaction will improve the company's financial
profile, and also that Samsonite will sustain its improvement in
operating results," said Standard & Poor's credit analyst David
Kang.


SK GLOBAL: SK Corp.'s Incoming CEO Heon Shin Thanks Shareholders
----------------------------------------------------------------
In a letter addressed to shareholders, SK Corp.'s CEO Heon Cheol
Shin expressed his gratitude for the cooperation extended by the
shareholders during the March 12, 2004 meeting.

"I would like to extend like to extend my appreciation for your
interest in SK Corporation and participation in the 42nd Annual
General Shareholders' Meeting held on March 12, 2004," CEO Heon
says.

"The AGM was an excellent opportunity for SK Corp. to hear
directly from shareholders and discuss important issues regarding
our business and management.  I am accurately aware of the
responsibilities of the job you have offered me and your
expectation for the highest level of integrity and commitment.

"While there may be difference in opinion regarding how best to
address certain issues, all of us agree in maximizing shareholder
value through stability and growth.  The management of SK
Corporation and its employees are fully committed to taking all
possible measures to meet our shareholders' expectations in this
regard.

"As the incoming CEO, I would like to outline major tasks that SK
Corp. management will focus on in the near to medium term.

"SK Corporation has reiterated its strong willingness to improve
its corporate governance and have taken a number of concrete
measures.  SK Corporation strengthened the independency of the
board by increasing the ratio of outside directors to 70%.  SK
Corporation will also expand the responsibility and authority of
the board through the Audit Committee and Transparent Management
Committee to protect and maximize shareholders' interest.

"SK Corporation will make continuous effort to improve its
Business fundamentals by strengthening its core business and
reducing its debt to improve financial stability, restore market
confidence, and improve its credit ratings by monetizing non-core
assets.

"SK Corporation is committed to the society in which we live and
work and will endeavor to create more jobs through the growth of
our core businesses and continue  our efforts to support our  
culture and community through the sponsorship of various social
programs.

"SK Corporation is fully prepared with determination and
confidence to overcome the difficulties of last year.  SK
Corporation will put forth its best effort to restore public
Trust and regain our position as a pillar of success in the
Korean business market.

"I am honored to have this great opportunity to serve as CEO of
SK Corporation, and I pledge the support of every employee to
execute our plan to the best of our ability in the interest of
fulfilling the expectations of our shareholders.

"I sincerely appreciate your continuous support for SK
Corporation and welcome your valuable advice and opinion.

"Thank you again for your continued support." (SK Global
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SOURCE PRECISION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Source Precision Medicine, Inc.
        aka Source Biopharmaceuticals, Inc.
        2425 North 55th Street, Suite 111
        Boulder, Colorado 80301

Bankruptcy Case No.: 04-11565

Type of Business: The Debtor is dedicated to improving drug
                  development and patient care through the
                  practical application of advanced genomics and
                  related technologies.
                  See http://www.sourcemedicine.com/

Chapter 11 Petition Date: May 25, 2004

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsels: Adam G. Landis, Esq.
                   Jamie Lynne Edmonson, Esq.
                   Landis Rath & Cobb LLP
                   919 Market Street, Suite 600
                   Wilmington, DE 19801
                   Tel: 302-467-4400
                   Fax: 302-467-4450

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Innovative Technology         Convertible             $1,202,667
Partners                      Subordinated Notes
311 S. Wacker Dr., Ste. 1650
Chicago, IL 60606

Earl Abramson                 Convertible               $596,889
4300 W. 47th Street           Subordinated Notes
Chicago, IL 6063211

Elsa D. Prince Living Trust   Convertible               $422,489
c/o Robert Haveman            Subordinated Notes
190 S. River Ave., Ste. 300
Holland, MI 49423

ESH Partnership               Convertible               $353,867
c/o Alvaro Pascotto           Subordinated Notes
1925 Century Park East
Suite 2200
Los Angeles, CA 90067-2701

TW 8701 Fund                  Convertible               $351,067
c/o Robert Spiegel            Subordinated Notes
28 Round Hill Road
New York, NY 10021

Brian Seed                    Convertible               $303,278
9 Hawthorne Place #5J         Subordinated Notes
Boston, MA 02114

Maxwise Investment Limited    Convertible               $294,889
c/o Ms. Reenie McCarthy       Subordinated Notes
McCarthy Legal Services, LLC
118 Centre Street
Newton Center, MA 02459

Kids Connect Charitable       Convertible               $292,556
Funds                         Subordinated Notes

Sandy Shores                  Convertible               $241,422
                              Subordinated Notes

Robert Haveman                Convertible               $241,422
                              Subordinated Notes

Marc Foulkrod                 Convertible               $181,967
                              Subordinated Notes

Lawrence Hyde                 Convertible               $179,067
                              Subordinated Notes

Mark Geist                    Convertible               $177,767
                              Subordinated Notes

Tom Rowan                     Convertible               $121,311
                              Subordinated Notes

Jim Todd                      Convertible               $121,311
                              Subordinated Notes

Phillip Theoharides           Convertible               $121,311
                              Subordinated Notes

Roy Miyamoto                  Convertible               $121,311
                              Subordinated Notes

Madison Insurance Trust       Convertible               $121,311
                              Subordinated Notes

Bogen Family Partnership      Convertible               $121,311
                              Subordinated Notes

ALS Associates LLC            Convertible               $121,311
                              Subordinated Notes


SR TELECOM: Wins $27 Million airstar Contract in South America
--------------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq:SRXA)announced that it has
signed a contract valued at approximately $27 million over the
next three years with a leading South American telecommunications
service provider. SR Telecom's airstar broadband fixed wireless
access system has been selected to enhance and expand the service
provider's broadband telecommunications network in 20 cities in
South America. Deliveries and installations will commence
immediately.

The customer will benefit from the airstar product's rich feature
set and efficient use of spectrum as it delivers carrier-class
voice and broadband data services to small, medium, and large
enterprises. With this contract, the customer will be using
airstar in and around some of South America's largest
cities, including Buenos Aires, Cordoba, Mendoza and Mar Del
Plata. The customer will also use airstar to backhaul cellular
traffic.

"We are extremely pleased to have been selected by this valued
customer to assist them in expanding their urban broadband
network," said Pierre St-Arnaud, SR Telecom's President and Chief
Executive Officer. "This substantial contract win underscores the
satisfaction of our customers with our broadband technology. With
our other recent successes in the region, we are clearly building
an impressive market presence in Latin America."

                         About airstar

airstar is a high-capacity, carrier-class broadband fixed wireless
access solution designed to solve the last-mile bottleneck. It is
deployed quickly and economically handles a wide range of
communication services for businesses and mobile backhaul. airstar
delivers a vast range of applications and services, provide
bandwidth-on-demand, and allows for over-subscription of available
spectrum.

                        About SR Telecom

SR TELECOM (TSX: SRX, Nasdaq: SRXA) is one of the world's leading
providers of Broadband Fixed Wireless Access (BFWA) technology,
which links end-users to networks using wireless transmissions.
For over two decades, the Company's products and solutions have
been used by carriers and service providers to deliver advanced,
robust and efficient telecommunications services to both urban and
remote areas around the globe. SR Telecom's products have been
deployed in over 120 countries, connecting nearly two million
people.

                       *   *   *

As reported in the Troubled Company Reporter's May 05, 2004
edition, Standard & Poor's Ratings Services lowered its long-term
corporate credit and senior unsecured debt ratings on SR Telecom
Inc. to 'CCC' from 'CCC+'. The outlook is negative.

"The ratings action reflects continued poor operating performance
and material negative free operating cash flow in 2003, and
follows the company's announcement that it plans to undertake
additional restructuring of its operations," said Standard &
Poor's credit analyst Michelle Aubin.

The negative outlook reflects the possibility that the ratings on
SR Telecom could be lowered further if the company's operating
performance and liquidity position do not improve.


STANDARD MOTOR: S&P Removes Low-B Ratings From Credit Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Long Island City, New
York-based Standard Motor Products Inc. The ratings were removed
from CreditWatch, where they were placed with negative
implications on March 17, 2004. The outlook is negative.

Standard Motor had $296 million of total debt outstanding at
March 31, 2004.

"The affirmation reflects our expectations that the company will
remain on target in generating cost savings from the integration
of Dana Corp.'s Engine Management division, with no further
operating challenges in the company's other businesses," said
Standard & Poor's credit analyst Linli Chee.

Standard Motor is a manufacturer and distributor of automotive
aftermarket parts, with leading niche market positions for engine
management and temperature control products.

After nine months of restructuring following the DEM acquisition,
Standard Motor's financial profile remains very weak, but Standard
& Poor's expects it to improve over the next 12 months. Meanwhile,
Standard Motor's operating performance will remain challenged.

Standard & Poor's expects the company to remain very aggressively
leveraged over the near term.

"The ratings could be lowered if the company fails to turn around
the current unprofitable state at DEM, if EBITDA improvement from
lean manufacturing initiatives stalls, or if rising commodity
prices become a challenge, thereby affecting the company's ability
to reduce leverage and/or comply with bank covenants in the near
term," Ms Chee said.


TENNECO AUTOMOTIVE: S&P Lowers Corporate Credit Rating to B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tenneco Automotive Inc. to 'B+' from 'BB-' following the
company's announcement that it decided not to proceed with its
planned $150 million common equity offering. Credit statistics
will be somewhat weaker than expected, as proceeds were to be used
to tender for $130 million of the firm's 11 5/8% senior
subordinated notes due 2009. A positive outlook is assigned.

Total outstanding debt at March 31, 2004 was about $1.4 billion on
the Lake Forest, Illinois-based company.

"Ratings could be raised if operating performance continues to
strengthen with free cash flow earmarked primarily for debt
reduction or if Tenneco, at some later date, goes forward with a
common equity offering with proceeds used to pay down high coupon
debt," said Standard & Poor's credit analyst Daniel DiSenso.

Tenneco is a leading global supplier of emissions control and ride
control products to the automotive original equipment (OE) market
and aftermarket.


TRANSWESTERN PIPELINE: S&P Alters Watch Implications to Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'BB' rating for natural gas pipeline company
Transwestern Pipeline Co. to developing from positive, in response
to the announcement by Enron Corp. of an agreement to sell
Transwestern's direct parent, CrossCountry Energy LLC.

Houston, Texas-based Transwestern has about $460 million of debt.

"Until Standard & Poor's gains more understanding about the
details of the proposed sale and buyer, NuCoastal LLC, its effect
on Transwestern's credit quality is unclear," said Standard &
Poor's credit analyst Todd Shipman. "Given that the bankruptcy
court overseeing the Enron reorganization will entertain competing
bids for CrossCountry, even the ultimate owner of Transwestern
remains in question."

The recent formation of CrossCountry as a separate, reorganized
holding company concentrating on operating natural gas pipeline
assets was viewed as an affirmative step toward establishing the
independence of the pipeline operations from Enron. On the
resolution of the CreditWatch listing, the rating of Transwestern
should be based on the credit profile of its ultimate owner,
unless steps are taken to insulate the pipeline company.
CrossCountry's current business profile, comprising interests in
several regulated pipeline companies, appears capable of
supporting an investment-grade rating if the company is properly
capitalized, but the future strategic direction and financial
condition of CrossCountry or its successor will determine whether
that is achieved.


UNITED AIRLINES: Committee Wants To Retain Heidrick As Consultant
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the Court for
permission to retain Heidrick & Struggles as special consultant.  
The Committee wants Heidrick to make recommendations on the
composition and structure of the Board of Directors of UAL
Corporation.

Heidrick is a respected international organization with over
1,400 employees providing executive and director consulting
services.  Heidrick has a specialized board of directors review
practice focused on the analysis of director backgrounds and
skills, board and committee structure, and board operations.

In the coming months, the Committee expects the Debtors to
surmount the final obstacles to a reorganization.  Under a plan
of reorganization, it is likely that the Debtors will offer
unsecured creditors a substantial stake in Reorganized UAL via
conversion of existing claims to stock.  Accordingly, the
Committee's constituency has a vested interest in the continued
success and viability of UAL.

Carole Neville, Esq., at Sonnenschein, Nath & Rosenthal, relates
that an active and effective Board of Directors is crucial to
UAL's ability to remain competitive and profitable.  UAL's Board
will face unparalleled challenges guiding the airline through the
worst recession in aviation industry history.  The competitive
and economic pressures will only increase as UAL faces its
competitors without the protection of bankruptcy.

The Committee needs professional advice and consultation to
compose UAL's Board.  While the Committee appreciates the efforts
of the current Board, an independent review of its composition
and structure will help the Committee fulfill its obligations and
increase confidence in the confirmation process.

Heidrick will:

   (a) assess the current Board and evaluate whether its
       structure and composition is adequate to guide
       post-confirmation UAL:

   (b) analyze whether the Board possesses the characteristics
       necessary for governing a publicly owned airline;

   (c) review the implications of the Sarbanes-Oxley legislation
       for the current Board structure and composition;

   (d) analyze the Board in relation to the existing state of the
       industry; and

   (e) provide any other services the Committee requests.

After an initial phase of evaluation and recommendation, if
instructed by the Committee, Heidrick will engage in a search and
make specific suggestions on the placement of new Board members.

Heidrick will be compensated on a flat fee basis, plus
reimbursement of expenses.  Heidrick will be paid $75,000 to
conduct the initial review and analysis of the current UAL Board.  
If the Committee asks Heidrick to conduct a director search,
Heidrick will be paid $100,000 for the placement of a single
director or $75,000 per director if more than one director is
placed.

Fritz E. Freidinger, General Counsel of Heidrick, assures the
Court that his firm does not hold or represent any interest
adverse to the Committee, the Debtors, their creditors or other
parties-in-interest in these cases.  Heidrick is a "disinterested
person" within the meaning of Section 101(14) Bankruptcy Code.

Mr. Freidinger admits that Heidrick performed executive search
services for the Debtors before the Petition Date.  Heidrick
filed a prepetition unsecured claim in these cases for $147,667
for unpaid fees.  If this application is approved, Heidrick will
waive the claim for unpaid fees.  Heidrick received $76,780 from
the Debtors for executive search services rendered within 90 days
prior to bankruptcy.

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: Agrees to Settle $2.6MM Claim Dispute with Swiss Air
----------------------------------------------------------------
On November 4, 2002, Swiss International Air Lines, Ltd., filed
Claim No. 3498, asserting $2,619,483 against U.S. Airways, Inc.  
On May 15, 2003, SIAL filed administrative expense Claim No. 5624
asserting an administrative claim for $138,000, against U.S.
Airways, Inc.  The Reorganized Debtors objected to both Claims.

The Reorganized Debtors and SIAL seek to resolve this dispute.  
Therefore, the parties agree that Claim No. 3498 is allowed as a
Class USAI-7 general unsecured claim for $2,619,483 and Claim No.
5624 is withdrawn. (US Airways Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UTEX INDUSTRIES: Plan Confirmation Hearing Scheduled for June 16
----------------------------------------------------------------
On April 5, 2004 the U.S. Bankruptcy Court for the Southern
District of Texas entered an order setting certain dates and
deadlines related to the Utex Industries' bankruptcy and
confirmation of the plan.  However, there is no claim deadline for
filing asbestos-related bodily injury claims.

The Court has established May 28, 2004 at 5:00 p.m. as the last
day for filing and serving any objection to the Disclosure
Statement or to the confirmation of the Plan.

The Court has also set a combined hearing to consider approval of
the disclosure statement, the solicitation procedures and
confirmation of the plan. The combined hearing will take place on
June 16, 2004 at 9:00 a.m. at Courtroom 11-C at the U.S.
Bankruptcy Court.

All documents filed with the Court are available for inspection at
the Office of the Clerk.

Utex Industries -- http://www.utexind.com/-- has been in the  
fluid sealing industry since 1940. It has expanded its market base
to include: oil and gas, petrochemical, pulp and paper, power
generation, fossil and nuclear fuel, agriculture, municipalities
and a variety of other industries.  

The company filed for chapter 11 protection (Bankr. TX Case No.
04-34427) on March 26, 2004 before the Honorable William R.
Greendyke. The Debtor's Counsel is William A. Wood III, Esq. of
Bracewell & Patterson, LLP. When the company filed bankruptcy
protection, estimated assets fall between $10 million to $50
million while debts are estimated at more than $100 million.


VENTURE HOLDINGS: Chapter 11 Plan Solicitation Begins May 29
------------------------------------------------------------
On May 13, 2004 the U.S. Bankruptcy Court for the Eastern District
of Michigan agreed to expedite approval of Venture Holdings
Company LLC and its debtor-affiliates' Disclosure Statement.  The
Debtors are directed to distribute their Court-approved Disclosure
Statement to creditors no later than May 29, 2004.  

Any objections to confirmation of the Company's Amended Plan must
be filed on or before June 14, 2004 to the Clerk of Court and
served on:

    David Barnes                Claretta Evans
    Venture Holdings Company    Office of the U.S. Trustee
    6555 Fifteen Mile Road      211 W. Fort Street
    Sterling Heights            Suite 700
    Michigan 48312              Detroit, MI 48226  

    William T. Burgess, Esq.    Fred S. Hodara, Esq.
    Dickinson Wright, PLLC      Akin, Gump, Strauss,
    500 Woodward Avenue         Hauer & Feld LLP
    Suite 400                   590 Madison Avenue
    Detroit, MI 48226           New York, NY 10022

    Larry J. Nyhan, Esq.        Joel D. Applebaum, Esq.
    Sidley Austin Brown & Wood  Pepper Hamilton, LLP
    Bank One Plaza              100 Renaissance Center
    10 S. Dearborn Street       Suite 3600
    Chicago, IL 60603           Detroit, MI 48243

    Judy A. O'Neil              Chris L. Dickerson
    Foley & Lardner             Skadden, Arps, Slate,
    150 West Jefferson          Meagher & Flom LLP
    Suite 1000                  333 West Wacker Drive, Suite 2100
    Detroit, MI 48226-4443      Chicago, IL 60606-1285
                            
All ballots for voting regarding the plan must be received by JP
Morgan before 4:00 p.m. on June 15, 2004.

Copies of the amended plan and amended disclosure statement is
available on Debtor's Claims and Noticing Agent and proposed
Balloting agent, J.P. Morgan's website at
http://www.administar.net

Copies can also be requested by mail by contacting JP Morgan at
(904) 807-3010 by telephone.

The confirmation hearing of the plan shall begin at 1:00 p.m. on
June 17, 2004.

Venture Holdings Company is a worldwide manufacturer and supplier
of automotive components and systems. The company filed for
chapter 11 protection (Bankr. Mich. Case No. 03-48939) on
March 28, 2003 before the Honorable Thomas J. Tucker. The Debtor's
Counsel is Judy A. O'Neill, Esq.


VICWEST CORP: Toronto Stock Exchange Grants Conditional Listing
---------------------------------------------------------------    
Vicwest Corporation announced that it has received conditional
listing approval from the Toronto Stock Exchange for the listing
of its common shares on the TSX. Listing on the TSX will be
subject to the completion of customary matters, provision of
certain documentation and other specified conditions. Vicwest
expects to fulfill the conditions for listing this week. Trading
on the TSX will commence under the trading symbol "VIC" three days
after the conditions to listing are completed.

Anthony Molluso, President and Chief Executive Officer for
Vicwest, said "We are very pleased to have received conditional
approval for listing on Canada's premier stock exchange. Listing
on the Toronto Stock Exchange represents an opportunity for
Vicwest to appeal to a much broader investor base, including
institutional and international investors. We believe that a
TSX listing will provide Vicwest with enhanced access to capital
by increasing Vicwest's market visibility and the liquidity of its
common shares. We believe that the listing of Vicwest's common
shares on the TSX will support Vicwest's business strategy and
demonstrates its commitment to enhancing shareholder value."

Vicwest Corporation, with corporate offices in Oakville, Ontario,
is Canada's leading manufacturer of metal roofing, siding and
other metal building products. Westeel Limited, the Company's
wholly-owned subsidiary based in Winnipeg, is Canada's foremost
manufacturer of steel containment products for the storage of
grain, fertilizer and petroleum products.

On May 12, 2003, the Company obtained protection under the CCAA in
the Ontario Superior Court of Justice for protection from its
creditors to allow for development of a restructuring plan. On
September 15, 2003, the Company emerged from restructuring
pursuant to the Companies' Creditors Arrangement Act with
implementation of its court-sanctioned Plan of Compromise and
Reorganization.


VISTA GOLD: Appoints Michael Richings as Interim President and CEO
------------------------------------------------------------------    
Vista Gold Corp. (Amex: VGZ; Toronto) announced that Michael B.
Richings, former President and CEO from June 1995 to September
2000, and current member of the Board of Directors, has agreed to
assume the role of President and CEO of the Company while a
permanent replacement is sought for President and CEO Ronald J.  
McGregor, who passed away suddenly and unexpectedly yesterday, in
Littleton, Colorado.  The appointment of Mr. Richings was made
effective today at a meeting of the Board of Directors.

"Mike Richings is the ideal person to step in and manage the
Company during the period while we search for a new President and
CEO.  Mike knows the business strategy of the Company and is well-
acquainted with the Company's properties and its employees.  The
Company has developed a strong foundation, a dedicated shareholder
following, a committed Board of Directors and a trusted management
structure that will continue with the enthusiasm and commitment
Jock exhibited," stated John Clark, board member and Chairman of
the Audit and Compensation Committees.  "The Board will work
closely with Mike and Vista's management team to ensure the
continued success of the Company and orderly transition to
Mr. McGregor's successor.  The plans and strategies that were
developed so ably by Mr. McGregor will be continued and expanded.
Meanwhile, our condolences go out to Jock's family and friends,
and they are in our thoughts during this difficult time for them."

Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources.  Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development.  The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Hycroft and Wildcat projects in Nevada, the Long
Valley project in California, the Yellow Pine project in Idaho,
the Paredones Amarillos and Guadalupe de los Reyes projects in
Mexico, and the Amayapampa project in Bolivia.

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


VIVENDI UNIVERSAL: Commences Cash Tender Offer for Senior Notes
---------------------------------------------------------------
Vivendi Universal (S&P, BB Long-Term and B Short-Term Corporate
Credit Ratings, Positive) announced the commencement on May 25,
2004 of a tender offer for aggregate cash consideration not to
exceed euro 1,000,000,000 for any and all of its outstanding 9.25%
Senior Notes due 2010, U.S. dollar-denominated 6.25% Senior Notes
due 2008, 9.50% Senior Notes due 2010 and euro-denominated 6.25%
Senior Notes due 2008.

The Notes will be purchased according to a priority of series as
set forth in the table below. All Notes having a higher Acceptance
Priority Level will be accepted for purchase before any tendered
Notes having a lower Acceptance Priority Level are accepted.

Holders who tender their Notes on or prior to 5:00 p.m., New York
City time, on Tuesday, June 8, 2004 will receive the relevant
Total Consideration, subject to the terms and conditions set forth
in the Offer to Purchase. Holders who tender their Notes after
5:00 p.m., New York City time, on the Consent Date and at or prior
to 12:00 midnight, New York City time, on Thursday June 24, 2004
will receive the relevant Purchase Price, subject to the terms and
conditions set forth in the Offer to Purchase. Accrued and unpaid
interest on all tendered Notes accepted for payment will also be
paid to, but not including, the settlement date for the Tender
Offer, which will be promptly following the Expiration Date.

The aggregate cash consideration in the Offer is limited to euro
1,000,000,000. Notes that are validly tendered on or prior to the
Expiration Date may be subject to proration if the principal
amount tendered exceeds the Maximum Tender Amount. The Offer is
not conditioned on any minimum amount of Notes being tendered.

Concurrently with the Tender Offer, the Company is soliciting
consents from holders of the Notes to amendments to, and waivers
under, the Indentures governing the 2010 Notes and the 2008 Notes,
that will eliminate substantially all of the restrictive
covenants, certain events of default and related provisions
contained in the Indentures.

The relevant Consent Payment is not conditioned upon the adoption
of the Proposed Amendments with respect to a series of Notes, and
the Tender Offer is not conditioned upon the receipt of the
Requisite Consents.

Adoption of the Proposed Amendments with respect to the 2010 Notes
or the 2008 Notes requires the Consent of at least a majority in
aggregate principal amount of the 2010 Notes, or the 2008 Notes,
as the case may be, then outstanding; provided, that the Proposed
Amendments with respect to the 2010 Notes, or the 2008 Notes, as
the case may be, will not become operative if the Company does not
have sufficient funds to purchase all such 2010 Notes or 2008
Notes that are validly tendered in and not withdrawn from the
Tender Offer. The 9.25% Notes and the 9.50% Notes vote together as
a class for purposes of adopting the Proposed Amendments. The
6.25% Dollar Notes and the 6.25% Euro Notes vote together as a
class for purposes of adopting the Proposed Amendments.

If the Proposed Amendments are adopted with respect to a series of
Notes, and all Notes of such series that are validly tendered in
and not withdrawn from the Tender Offer are accepted for purchase,
the Notes of such series that are not purchased will remain
outstanding, but will be subject to the terms of the applicable
Indenture as modified by the applicable Supplemental Indenture.

Holders who validly tender Notes pursuant to the Offer on or prior
to the Consent Date may withdraw such Notes at any time on or
prior to the Consent Date. Once tendered, Notes may not be
withdrawn after the Consent Date, except in limited circumstances.
Holders who validly deliver Consents pursuant to the Offer may
revoke such Consents prior to the time at which the Supplemental
Indenture relating to the series of Notes to which those Consents
relate becomes effective, which will be the date on which such
Supplemental Indenture is executed. However, if a Consent is
revoked, the Holder will not be eligible to receive the Consent
Payment for those Notes. Any valid revocation of a Consent on or
prior to the Consent Date will be deemed a withdrawal of the
related Notes previously tendered pursuant to the Offer.

Notwithstanding any other provision of the Offer, the Company's
obligation to accept for purchase, and to pay for, Notes validly
tendered pursuant to the Offer is conditioned upon satisfaction or
waiver of certain general conditions as set forth in the Offer to
Purchase. The Company, in its sole discretion, may waive any of
the conditions of the Offer in whole or in part, at any time or
from time to time.

The Offer is being made solely pursuant to an Offer to Purchase
and Consent Solicitation dated May 25, 2004, which more fully sets
forth and governs the terms and conditions of the Offer.

The Offer to Purchase can be obtained (as well as additional
information about the terms of the Offer, how to tender Notes and
conditions to the Offer) by contacting the information agent
Global Bondholder Services Corporation (Toll free: +1 (866) 470-
4500; +44(0)20-7864-9136; or (banks and brokers) +1 (212) 430-
3774)) or the Dealer Managers (Banc of America Securities LLC
(Toll free: +1 (888) 292-0070 or +1 (212) 847-5834) and J.P.
Morgan Securities Inc. (Toll free: +1 (866) 834-4666; +1-212-834-
4802; or +44 (0)207-7742-7506).


VIVENDI: Offers to Purchase EUR 1 Billion of High Yield Notes
--------------------------------------------------------------
Vivendi Universal (Paris Bourse: EX FP; NYSE: V) (S&P, BB Long-
Term and B Short-Term Corporate Credit Ratings, Positive)
announced the launch of a tender offer to purchase EUR 1 billion
in aggregate principal amount of the 9.50% high yield notes
denominated in euros and the 9.25% high yield notes denominated in
U.S. dollars issued by Vivendi Universal on April 8, 2003 and the
6.25% high yield notes denominated in euros and U.S. dollars
issued on July 10, 2003. Approximately EUR 2.4 billion of
aggregate principal amount of the notes subject to the tender
offer are outstanding.

The transaction, which is now possible after the NBC Universal
closing, demonstrates Vivendi Universal's continued commitment
towards the efficient use of funding sources and active debt
management. It is a further step in the group's financial
restructuring that substantially lowers the future cost of its
debt.

The offer to purchase and materials relating to the tender offer
described in this press release can be obtained (as well as
additional information about the terms of the offer, how to tender
notes and conditions to the offer) by contacting the information
agent (Global Bondholder Services Corporation (Toll free: +1 (866)
470-4500; +44 (0)20-7864-9136; or (banks and brokers) +1 (212)
430-3774)) or the dealer managers (Banc of America Securities LLC
(Toll free: +1 (888) 292-7000; and +1 (212) 847-5834) and J.P.
Morgan Securities Inc. (Toll free: +1 (866) 834-4666; +44 (0)20-
7742-7506; or +1 (212) 834-4802)).


WACHOVIA REPACKAGED: S&P Assigns BB+ Rating to Residual Trust
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Repackaged Airplanes Portfolio
Securitization's senior secured notes and residual trust
certificates series 2004-1.

The preliminary ratings are based on information as of May 25,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The series 2004-1 notes represent the first term securitization
issued by Wachovia Repackaged Airplanes Portfolio Securitization,
a Delaware statutory trust. The preliminary ratings assigned to
the senior secured notes and the residual trust certificates
reflect the ability of the collections from the Airplanes Pass
Through Trust (BB+/Stable) A-9 notes and the zero coupon
securities to meet required timely interest payments and principal
at the stated legal final maturity date (March 16, 2019) on the
WRAPS issued securities. The zero coupon securities represent
credit enhancement for the senior secured notes and
may be relied upon should cash flows from the Airplanes A-9 notes
be insufficient to pay required interest or principal by the legal
final maturity date. The zero coupon securities are principal
strips, which will accrete to equal the face amount of the WRAPS
senior secured notes at the stated legal final maturity date. The
residual trust certificates will have a subordinated interest in
the collateral.

The stable outlook reflects the collateral support provided.

Preliminary Ratings Assigned
Wachovia Repackaged Airplanes Portfolio Securitization

     Class                    Rating             Amount (mil. $)
     Senior secured notes     A+/Stable                    114.5
     Residual trust
     certificates            BB+/Stable                   114.5


WESTERN HEMISPHERE: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Western Hemisphere Paper Corp.
        c/o Richard W. Martinez, APLC
        101 West Robert E. Lee Boulevard, Suite 403
        New Orleans, Louisiana 70124

Bankruptcy Case No.: 04-13675

Type of Business: The Debtor is a Manufacturer of paper and pulp
                  mills.

Chapter 11 Petition Date: May 17, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Thomas M. Brahney III

Debtor's Counsel: Richard W. Martinez, Esq.
                  650 Poydras Street, Suite 1430
                  New Orleans, LA 70130
                  Tel: 504-525-3343
                  Fax: 504-561-6185

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Elof Hansson Paper & Board,   Vendor                    $891,175
Inc.
565 Taxter Road
Elmsford, NY 10523

Domtar, Inc.                  Vendor                    $262,261
P. O. Box 3521 STN C
Ottawa, Canada K1Y 4L5
Domtar, Inc.

Mission Paper Converters,     Vendor                    $215,006
Inc.

Sealy SHV/NO, L.P.            Non-residential            $27,321
                              Lease on 132 Harbor
                              Circle, Suites B & C,
                              New Orleans, LA

Mazda America Credit          Auto lease                  $6,704

City of New Orleans           Ad valorem/personal         $4,285
Bureau of Treasury            property taxes/Parish
                              of Orleans/2004

Entergy                       Electric bill                 $614

Progressive Insurance         Automobile Insurance          $221

BellSouth                     Telephone bill                $164

BellSouth                     Telephone bill                $121

Waste Management, Inc.        Trash collection bill         $113

Freedom Alarm                 Alarm bill                     $75

Verizon Wireless              Wireless Bill                  $72

Opex Communications           Long distance bill             $27

Louisiana Department of       Taxes                          $15
Revenue


WESTLAKE CHEMICAL: S&P Places Ratings on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings for Westlake Chemical Corp. on
CreditWatch with positive implications, citing the company's
announcement that it has filed with the SEC to undertake an IPO
for up to $230 million.

Houston, Texas-based Westlake is a midsize commodity chemical
producer, with over $1.4 billion in sales and over $500 million of
debt outstanding.

"The CreditWatch placement reflects the likely improvement to
credit quality if the IPO is consummated and if a significant
portion of the proceeds are applied to the permanent reduction of
debt," said Standard & Poor's credit analyst Peter Kelly.

Based on preliminary information, the company is expected to use a
significant portion of the proceeds for debt reduction. The IPO
allows for a portion of the proceeds to be raised through a
secondary offering by existing shareholders. As a result, the
company's credit protection measures should meaningfully improve
and approach levels that could support a higher rating. Still,
ratings will continue to recognize that strategic, bolt-on
acquisitions are possible and that the company will remain exposed
to cyclical commodity chemical cycles.

Westlake, which holds the U.S. operations of the Chao Group, is a
midsize producer of petrochemical products, with market positions
in two broad categories. The olefins/polyolefins category includes
ethylene, polyethylene, and styrene. The chlorovinyl category
includes polyvinyl chloride, caustic soda, vinyl chloride monomer,
and PVC fabricated products. Westlake primarily is focused on low-
density polyethylene, of which it is the fourth-largest producer
in North America. The company is the fifth-largest North American
producer of PVC, a low-cost plastic primarily used for
construction and housing. A significant portion of Westlake PVC is
used internally in a plastics fabrication business, which has good
domestic shares in PVC pipe and fence.


WINSTAR: Parente Randolph To Get $2MM+ Payment For Acctg. Services
------------------------------------------------------------------
The Court directs Christine C. Shubert, the Chapter 7 Trustee, to
pay the fees and reimburse the expenses incurred by Parente
Randolph, LLC, for its services as the Trustee's accountants and
consultants from January 29, 2002 through February 29, 2004.

Stephen J. Scherf, Esq., a principal at Parente Randolph, in
Philadelphia, Pennsylvania, relates that during the period, the
firm rendered these services to the Trustee:

   (1) Preparation of Preference Analysis

       -- Analyzed data received from various preference
          defendants to update the net preference values;

       -- Assisted the Trustee's counsel in answering and
          researching data responsive to discovery requests;

       -- Analyzed potential settlements and poverty defenses;

       -- Analyzed additional defenses raised by defendants; and

       -- Tracked the status of the preference actions for
          counsel and the Trustee.

   (2) Meetings and Communications with Parties

       -- Attended and participated in numerous meetings;

       -- Attended hearings at the request of the Trustee and her
          Counsel;

       -- Participated in numerous telephone meetings with
          members of the Trustee's team of professionals; and

       -- Reviewed correspondence from IDT representatives,
          Estate employees, outside third parties, the Trustee
          and her Counsel.

   (3) Fee/Employment Applications

       -- Prepared its interim fee applications and worked with
          Trustee's Counsel concerning issues surrounding its
          employment and compensation.

   (4) Monthly Operating Reports and Accounting Services

       -- Analyzed the financial data and prepared monthly
          operating reports filed by the Trustee; and

       -- Performed numerous accounting services for the Trustee
          including coordinating payroll, payroll tax returns and
          benefit issues with an outside payroll company.

   (5) Tax Matters

       -- Analyzed financial data and previously filed tax return
          files in order to prepare 2001 and 2002 tax returns;

       -- Analyzed the purchase price allocation issues with IDT
          and discussed it with the Trustee and her Counsel.

       -- Started preparation of outstanding tax returns; and

       -- Reviewed and responded to numerous tax inquiries
          concerning the Debtors' taxes and audits of previously
          filed returns.

   (6) Litigation Matters

       -- Analyzed financial data obtained during discovery in
          the Trustee's litigation against Lucent Technologies,
          Inc.;

       -- Issued four litigation reports in the Lucent matter
          concerning solvency, new value, set-off and arm's-
          length, and influence and control issues; and

       -- Assisted the Trustee's Counsel and provided litigation
          support for depositions and in complying with discovery
          requests.

Parente Randolph's fees and expenses are:

     Period                     Total Fees    Total Expenses
     ------                     ----------    --------------
     January 29, 2002 to          $176,035           $12,989
     May 31, 2002

     June 1, 2002 to               151,931             2,513
     September 30, 2002

     October 1, 2002 to            363,019            95,059
     February 28, 2003

     March 1, 2003 to              389,933            22,273
     August 31, 2003

     September 1, 2003 to        1,166,346            27,454
     February 29, 2004

(Winstar Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WORLDCOM/MCI: Enters Into Enron Settlement Agreement
----------------------------------------------------
Enron Corporation and MCI WorldCom Communications, Inc., are
parties to a Network Service Agreement, pursuant to which
WorldCom provided Enron Broadband Services, LP, and Enron
Broadband Services, Inc., with various types of telecommunications
circuits.  WorldCom sold the Circuits to Enron pursuant to various
Service Orders between EBS or EBSI, on the one hand, and WorldCom,
on the other.

Enron filed for Chapter 11 protection in the United States
Bankruptcy Court for the Southern District of New York on
December 2, 2001.

Even after their bankruptcy filing, EBS continued to use certain
Circuits WorldCom provided under the Network Services Agreement
and the underlying Service Orders.  Through a rejection protocol
established in Enron's bankruptcy cases, on various dates, EBS
rejected the Service Orders corresponding to all but a few of the
hundreds of Circuits wherein WorldCom is asserting claims.

According to Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP,
Enron's bankruptcy counsel in New York, on June 26, 2002,
WorldCom requested the immediate payment of its $3,168,012
administrative claim, which EBS objected to.  EBS asserts that:

   (a) their actual postpetition use of the Circuits was
       extremely limited;

   (b) many of the discrete services for which WorldCom asserted
       the Claim were not used at all during the postpetition
       period;

   (c) only a fraction of the Claim was entitled to
       administrative expense priority; and

   (d) one of the Circuits used in the postpetition period had a
       market value at the time of service delivery equal to
       less than one-third of the contract rate utilized by
       WorldCom to calculate its Claim.

After good faith and arm's-length negotiations, the parties
agreed to settle and resolve WorldCom's Administrative Claim
Request in accordance with these terms and conditions:

   * EBS will owe WorldCom $275,239 for postpetition services
     pursuant to the Network Services Agreement and the
     underlying Service Orders, as an administrative expense of
     the EBS estate.  EBSI will owe WorldCom $237,232 for
     postpetition services pursuant to the Network Services
     Agreement and the underlying Service Orders, as an
     administrative expense of the EBSI estate;

   * WorldCom owes EBSI $212,471 in accordance with an
     administrative claim EBSI filed in WorldCom's Chapter 11
     case arising out of a Maintenance Agreement by and between
     Metropolitan Fiber Systems of Oregon, Inc., a debtor
     affiliate of WorldCom, and First Point Communications,
     Inc., a predecessor-in-interest to EBSI to the
     Maintenance Agreement;

   * On the Effective Date of Enron's Plan, EBSI will be deemed
     to have withdrawn with prejudice the EBSI Administrative
     Claim filed in the WorldCom Case and the WorldCom\EBSI Claim
     will be reduced by $212,471, so that the amount EBSI owes to
     WorldCom on account of the WorldCom\EBSI Claim by the EBSI
     estate will be $24,761.  The amount EBS owes to WorldCom on
     account of the WorldCom/EBS Claim will remain $275,239,
     resulting in a total amount owing by the EBS Debtors to
     WorldCom of $300,000;

   * The EBS Debtors will each pay their portion of the Reduced
     WorldCom Administrative Claim (a) in accordance with the
     terms and conditions of their confirmed Chapter 11 plans, or
     (b) in the event one or both of the EBS Debtors' Chapter 11
     plans are not confirmed, the non-confirming EBS Debtor will
     pay its portion of the Reduced WorldCom Administrative Claim
     in the manner, amount or percentage equal to distributions
     to other holders of allowed administrative expense claims;

   * Except as expressly provided in the Settlement Agreement,
     WorldCom waives and releases Enron and EBS from any and all
     postpetition claims, whether known or unknown, arising under
     the Network Services Agreement; and

   * The Settlement Agreement is not intended to effect in any
     way the rights and obligations of WorldCom and Enron under
     the Global Services Agreement they entered into on
     November 7, 2003, which, among other things, terminates the
     Network Services Agreement and provides for the ongoing
     provision of telecommunication services by WorldCom to EBS.

Enron asks Judge Gonzalez, who is also the bankruptcy judge
presiding over Enron's Chapter 11 cases, to approve the
Settlement Agreement with WorldCom.

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

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


* Dorene Robotti Joins Clear Thinking's Creditors Rights Group
--------------------------------------------------------------
Veteran corporate counsel Dorene Robotti has joined Clear Thinking
Group as a senior manager, primarily working in the firm's
Creditors Rights Practice Group.

Ms. Robotti brings over 25 years of experience in corporate, labor
and bankruptcy law to her new position at Clear Thinking Group,
including 16 as vice president, legal and chief labor counsel for
Ames Department Stores, Rocky Hill, Conn. While at Ames from 1983-
1999, she managed the claims process during the company's initial
period under Chapter 11 bankruptcy protection. Additionally, she
managed the integration of legal and human resources functions
resulting from Ames' acquisitions of several major competitors, as
well as during a period of significant consolidation following the
company's Chapter 11 filing. At its peak, Ames employed 60,000
associates in over 700 locations.

Most recently, she was general counsel at Talmadge Capital, LLC, a
Stamford, Conn.-based start-up merchant bank. Prior to that, Ms.
Robotti was general counsel and vice president, human resources
and administration, at iSolve, Inc., Stamford, an internet-based
start-up that provided an exchange for surplus and distressed
assets. At the end of her tenure at iSolve, Ms. Robotti served as
president during an eight-month wind-up of the company's business
affairs. She began her career as a staff attorney in the
Connecticut Office of Labor Relations.

"Through her positions at Ames and iSolve, Dorene brings hands-on
experience in Chapter 11 and wind-up situations that will prove
invaluable to our Creditors Rights Practice Group," said Stuart
Kessler, CEO of Clear Thinking Group. "Moreover, her years of
experience in labor and general corporate law will add another
important dimension to the work our Turnaround & Crisis Management
and Process & Productivity Improvement practice groups perform on
behalf of companies in distress or in growth modes."

A resident of Cromwell, Conn, Ms. Robotti holds a JD degree from
Western New England School of Law and a BA from Pennsylvania State
University.

                  About Clear Thinking Group

Clear Thinking Group, Inc., a subsidiary of Liquidation World
(TSX: LQW), Calgary, Alberta, provides a wide range of consulting
services to retail companies, consumer product
manufacturers/distributors and industrial companies. The national
advisory organization specializes in assisting small- to mid-sized
companies during times of growth, opportunity, strategic change,
acquisition, and crisis. For further information, visit the firm's
website at http://www.clearthinkinggrp.com/


* What Does the CM/ECF Acronym Really Stand For?
------------------------------------------------
The United States Bankruptcy Court for the District of Maryland is
holding a CM/ECF Acronym contest on its Web site at:

        http://getpdf.mdb.uscourts.gov/bc/cgi-bin/Contest.pl

CM/ECF is the acronym for "Case Management/Electronic Case Filing"
-- the electronic case management system rolled out by the
Administrative Office of the U.S. Courts that allows bankruptcy
professionals to file and retrieve pleadings via the Internet.

Some alternative acronyms suggested to date include:

     * Come Make Every Clerk Frolic
     * Computers Make Efficient Courts Function
     * Clients Make Every Case Fun
     * Court Might Erase Case Files
     * Contest Makes Everyone Computer Friendly

"The Court reserves the right to reject for the topicality,
correctness, subject, language, completeness or quality of the
information provided," participants are cautioned.  

All entries, the Court adds, will be considered by the editorial
staff, and the most original and entertaining submission will be
awarded a prize!  There's no mention of what that prize may be.
  
effective July 1, 2004, all documents filed by counsel in the U.S.
Bankruptcy Court for the District of Maryland, including
pleadings, proposed orders, proofs of claim and attachments, must
be filed via ECF, compact disc (CD ROM) or high density floppy
disk, with the exception of sealed documents and trial exhibits.

                           *********

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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