TCR_Public/040528.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 28, 2004, Vol. 8, No. 105

                           Headlines

ADELPHIA COMMS: Wants To Reject Three Leases & Abandon Property
AIR CANADA: Liquidity Solutions Soliciting to Purchase Claims
AMERCO: Declares Quarterly Pref. Stock Dividend Payable June 1
AMERICAN BUILDERS: S&P Withdraws Ratings After Notes Redemption
AMERICAN PLUMBING: Plan Confirmation Hearing Pushed to June 16

AUBURN FOUNDRY: Prepared to File Chapter 11 Plan by June 7
AXIA INC: S&P Rates Corporate & Bank Debt at B with Stable Outlook
BAXTER BEVERAGE: Case Summary & 4 Largest Unsecured Creditors
COVANTA: Inks Stipulation Resolving Union County Cure Disputes
CREDIT SUISSE: Fitch Affirms Low Ratings on 6 Ser. 2000-C1 Classes

CUMMINS: Fitch Affirms Low-B Ratings & Says Outlook is Stable
DONINI INC: CEO Peter Deros Discusses Acquisition Strategy
DYNEGY HOLDINGS: S&P Rates $1.3 Billion Credit Facility at BB-
DYNEGY HOLDINGS: Fitch Gives B+ Rating to $1.3B Credit Facilities
EES COKE: S&P Ups Senior Debt Rating to B+ over U.S. Steel Deal

EL CAPITAN: Explores Possible Mining & Marketing of Iron Ore
ENRON: Wants Court Nod on Transwestern Pipeline Settlement Pact
EXIDE: Stamford Asks Court to Deem $977,809 Claim Timely Filed
FEDERAL-MOGUL: Reconciliation Efforts Yield $4.4MM Claim Reduction
FOSTER WHEELER: Names Stephen J. Davies as UK Unit Chairman & CEO

FOSTER WHEELER: Subsidiary Wins FEED Contract From Saudi Aramco
FRIEDMAN INC: Hiring Kroll Zolfo as Restructuring Advisors
GENESCO INC: Reports Improved First Quarter Results
GOODYEAR TIRE: Richard Kramer Replaces Robert Tieken as CFO
HAYNES: Files Reorganization Plan & Disclosure Statement in Ind.

HELLER FINANCIAL: Fitch Affirms Three 2000-PH1 Ratings at Low-Bs
HORIZON LINES: S&P Places Low-B Ratings on Credit Watch Negative
I.W. INDUSTRIES: Has Until May 30 to Decide on Unexpired Leases
J.P. MORGAN: S&P Assigns Prelim. Ratings to 2004-PNC1 Certificates
JP MORGAN: Fitch Affirms 1999-C7 Classes F,G & H Ratings at Low-Bs

KAISER ALUMINUM: Modifies USWA and IAM Settlement Agreements
KODIAK UTILITY: Case Summary & 20 Largest Unsecured Creditors
MARY HOLMES COLLEGE: Case Summary & Largest Unsecured Creditors
MATRIA HEALTHCARE: Extends 11% Sr. Debt Tender Offer to July 2
MCMC INVESTMENTS: Case Summary & 10 Largest Unsecured Creditors

MEDIABAY: Converts $4.3MM Debt & Accrued Interest to Pref. Stock
METALDYNE: Lenders Agree to Waive Reporting Default through Sept.
METROMEDIA INTL: Files 2003 Annual Report on Form 10-K with SEC
MIRANT CORPORATION: Wants To Reject TransCanada Gas Contracts
NATIONAL BENEVOLENT: Committee Gets Nod to Hire Houlihan Lokey

NAT'L CENTURY: Amedisys Wants Adequate Protection of Setoff Rights
NES RENTALS: Names Andrew Studdert as New President & CEO
NORTEL NETWORKS: Appoints Hon. John Manley to Board of Directors
ONE PRICE: Gets Court Nod to Hire Grant Thornton as Accountant
OPRYLAND HOTEL: S&P Upgrades Five Series 2001-OPRY Class Ratings

OREGON STEEL: S&P Revises Outlook to Stable from Negative
PACIFIC GAS: Files Cost of Capital Application with CPUC
PARMALAT: Commissioner Bondi to File Restructuring Plan by Monday
PERFORMANCE MATERIALS: Court Says Only Some Causes of Action Sold
PILLOWTEX CORPORATION: Opts To Procure Replacement D&O Policy

RCN CORPORATION: Files for Chapter 11 Protection in S.D. New York
RCN CORPORATION: Case Summary & 17 Largest Unsecured Creditors
RELIANCE GROUP: Still Unable To File Financial Reports With SEC
SAFETY-KLEEN: Trustee Releases First Quarter 2004 Report
SOUTHWEST RECREATIONAL: Has Until July 12 to Decide on Leases

SPECTAGUARD: Barton Acquisition Plan Spurs S&P's Negative Watch
SPIEGEL GROUP: Outlines Spiegel Catalog Sale Bidding Protocol
STELCO: Liquidity Solutions Soliciting to Purchase Claims
STRUCTURED ASSET: Fitch Upgrades 5 & Affirms 13 RMBS Ratings
SUGARLOAF BREWING: Case Summary & 21 Largest Unsecured Creditors

SUPERMARKET INC: Case Summary & 20 Largest Unsecured Creditors
TRAVEL PLAZA: Wants Until Sept. 29 to File a Chapter 11 Plan
UNITED AIRLINES: California Statewide Wants to Exercise Set-Off
US AIRWAYS: Elects R. Stanley to Board & Consolidates Finance Dept
USL FINANCIALS: Case Summary & 15 Largest Unsecured Creditors

U.S. ONCOLOGY: S&P Lowers Corporate Credit Rating to B+ from BB
US UNWIRED: Secures Requisite Consents to Amend 13-3/8% Sr. Notes
U.S. WIRELESS: Sells Synapse Platform to TNS Inc.
WESTAFF INC: Reports Increased Revenues for Second Fiscal Quarter
WORLDCOM INC: Enters Into Choice One Settlement Agreement

* Gardere Wynne Listed Among Top Business Law Firms in Texas
* Deloitte Consulting to Expand Strategy & Operations Practice
* John Manley to Air Restructuring Views at June 15 TMA Workshop

* BOOK REVIEW: The Story Of The Bank Of America

                           *********

ADELPHIA COMMS: Wants To Reject Three Leases & Abandon Property
---------------------------------------------------------------
The Adelphia Communications (ACOM) Debtors seek the Court's
authority to reject three unexpired non-residential real property
leases for premises located at:

     (1) 45745 Nokes Boulevard, in Sterling, Virginia, 20166;

     (2) 1815 Centinella Avenue, in Santa Monica, California,
         90404; and

     (3) Anthony Creek, in West Virginia.

The Sterling Lease, dated September 11, 2000, is scheduled to
expire by its terms on September 10, 2010.  Pursuant to the
Sterling Lease, the ACOM Debtors rent a 27,258-square foot office
building.  The ACOM Debtors determined that they no longer need a
large amount of space, yet they have been unable to secure a
lease with the landlord for less than the full amount of space in
the building.  They determined that they could lease the actual
amount of space needed, around 6,000 square feet, at a different
location for a substantially lower cost.

The Santa Monica Lease, dated May 1, 2001, is scheduled to expire
by its terms on April 30, 2011.  The ACOM Debtors no longer need
the premises governed by the Santa Monica Lease because the
office and warehouse facilities, which formerly occupied the
space, are being relocated to existing ACOM locations, which have
sufficient vacancy to accommodate these facilities.  In addition,
rejecting the Santa Monica Lease will result in savings totaling
$338,000 to the ACOM Debtors.

The Vaughn Lease, dated November 1, 1998, is scheduled to expire
by its terms on October 31, 1998.  Pursuant to the Vaughn Lease,
the ACOM Debtors lease real property upon which headend equipment
receiving and transmitting cable signals are located.  As a
result of the consolidation of their headend equipment, the ACOM
Debtors removed all equipment from the leased premises and
determined that the Vaughn Lease is no longer required.  
Moreover, rejecting the Vaughn Lease will result in $1,900
savings to the ACOM Debtors.

The ACOM Debtors believe that the Leases are at or above market
and, therefore, would be of no value to the estate through
subleasing, selling, or otherwise.  Thus, the ACOM Debtors seek
to reject the Leases promptly to minimize any further
administrative expenses that may arise.

The ACOM Debtors also seek the Court's authority to abandon
personal property associated with any of the Leases that is of
inconsequential value or is burdensome to their estates.  The
ACOM Debtors believe that the Personal Property has no fair
market value for sale or other disposition and the cost of
removing the Personal Property will exceed the value of the
property. (Adelphia Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Liquidity Solutions Soliciting to Purchase Claims
-------------------------------------------------------------
Liquidity Solutions, Inc., wants to buy claims against Air Canada
from creditors caught-up in the carrier's CCAA restructuring.  

"Our firm represents investors who purchase receivables in
bankruptcy [and] receivership situations," LSI says in a recent
letter circulated to troubled company professionals, "and we would
like to indicate our interest in your client's claim(s) against
[Air Canada]."

For additional information about LSI's offer and payment terms,
contact:

     Mike Richards
     LIQUIDITY SOLUTIONS INC.
     One University Plaza, Suite 518
     Hackensack, NJ 07601
     Tel: (201) 968-0001
     Fax: (201) 968-0010
     mrichards@liquiditysolutions.com

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 a CCAA petition on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and a 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
their creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities.


AMERCO: Declares Quarterly Pref. Stock Dividend Payable June 1
--------------------------------------------------------------
On May 5, 2004, the Board of Directors of AMERCO, the holding
company for U-Haul International, Inc., and other companies,
declared a regular quarterly cash dividend of $0.53125 per share
on the Company's Series A, 8 1/2 percent Preferred Stock (NYSE:
A0+A).

The dividend will be payable June 1, 2004 to holders of record on
May 17, 2004.  For more information about AMERCO, visit
http://www.amerco.com/
                  
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 BUILDERS: S&P Withdraws Ratings After Notes Redemption
---------------------------------------------------------------
Standard & Poor's Rating Services said it withdrew its 'BB-'
corporate credit rating and 'B' senior subordinated debt rating on
American Builders & Contractors Supply Co. Inc. (ABC) at the
company's request.

The company requested that the ratings be withdrawn following its
May 17, 2004, redemption of all outstanding 10.625% senior
subordinated notes maturing on May 15, 2007. The outstanding
principal balance of $63.6 million was redeemed for $64.8 million,
plus accrued interest, with funds provided under an existing
unrated bank financing agreement.

Privately-owned Beloit, Wis.-based ABC is the largest wholesale
distributor of roofing products and one of the largest
distributors of vinyl siding in the U.S., primarily serving small
and midsize contractors supplying residential (nearly two-thirds
of total sales) and commercial markets.


AMERICAN PLUMBING: Plan Confirmation Hearing Pushed to June 16
--------------------------------------------------------------
American Plumbing & Mechanical, Inc. (AMPAM) and the Creditors
Committee have jointly agreed to a brief continuance of the plan
confirmation hearing in an effort to reach agreement concerning a
consensual plan of reorganization. The hearing has been
rescheduled for June 16, 17, and 18, 2004.

AMPAM filed its Joint Plan of Reorganization and Disclosure
Statement with the United States Bankruptcy Court for the Western
District of Texas, San Antonio Division on April 16, 2004.

Robert Christianson, AMPAM's Chairman of the Board and Chief
Executive Officer said, "We view this as a positive development in
our efforts to reorganize. We have always been confident that a
consensual plan offers the best opportunity to deliver the highest
possible value to our economic stakeholders and to continue the
highest level of service to our customers in our core businesses."

           About American Plumbing & Mechanical, Inc.

Headquartered in Round Rock, Texas, American Plumbing &
Mechanical, Inc. and its affiliates provide plumbing, heating,
ventilation and air conditioning contracting services to
commercial industries and single family and multifamily housing
markets.  The Company filed for chapter 11 protection on October
13, 2003 (Bankr. W.D. Tex. Case No. 03-55789).  Demetra L.
Liggins, Esq., at Winstead Sechrest & Minick P.C., represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $282,456,000 in total
assets and $256,696,000 in total debts.

Additional information and press releases about AMPAM are
available on the Company's web site at http://www.ampam.com/


AUBURN FOUNDRY: Prepared to File Chapter 11 Plan by June 7
----------------------------------------------------------
Auburn Foundry, Inc., tells the U.S. Bankruptcy Court for the
Northern District of Indiana, Fort Wayne Division, that it is
currently active in seeking support for a consensual chapter 11
Plan and anticipates filing that Plan on or before June 7, 2004.  

To allow the company's restructuring to proceed without delay and
distraction, the Company asks the Court for a further extension of
its exclusive periods afforded by 11 U.S.C. Sec. 1121.  The Debtor
asks the Court to extend, until July 22, 2004, its exclusive right
to file a chapter 11 plan and asks for a concomitant extension,
through August 22, 2004, to solicit acceptances of its plan from
its creditors.

Headquartered in Auburn, Indiana, Auburn Foundry, Inc.
-- http://www.auburnfoundry.com/-- produces iron castings for the  
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns (DM), Esq.,
and Mark A. Werling (TW), Esq., at Baker & Daniels represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.

     
AXIA INC: S&P Rates Corporate & Bank Debt at B with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to industrial products manufacturer AXIA Inc. The
outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and its recovery rating of '4' to AXIA's proposed $150
million senior secured credit facility, based on preliminary terms
and conditions.

"The ratings on AXIA reflect its modest financial base, as
evidenced by revenues of less than $200 million, a very aggressive
financial policy, weak credit protection measures, thin free cash
flow, some customer concentration, and exposure to rising interest
rates," said Standard & Poor's credit analyst Dominick D'Ascoli.
These negatives overshadow defensible positions in several niche
product lines, low-cost operations, and good operating margins.

The 'B' rating is the same as the corporate credit rating; this
and the '4' recovery rating indicate that lenders can expect
marginal recovery of principal (25%-50%) in the event of a
default. Proceeds from the facilities, a $65 million privately
placed subordinated note, and $20 million of 13.5% pay-in-kind
notes at a holding company, Axia Holdings Inc., will be used to
refinance existing debt of $134 million and pay a $75 million
dividend to shareholder Cortec Group.

Privately owned Houston, Texas-based AXIA manufactures automatic
taping and finishing (ATF) tools for drywall joints through its
Ames business unit (41% of 2003 sales), specialty wire products
(37%) and bag closing products and flexible conveyors (22%). This
product diversity imparts some stability to overall sales and
earnings, as each of the businesses is affected by different
demand factors.


BAXTER BEVERAGE: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Baxter Beverage, LLC
        105 West Main
        Bozeman, Montana 59715

Bankruptcy Case No.: 04-61504

Chapter 11 Petition Date: May 17, 2004

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: James J. Screnar, Esq.
                  Kommers Law Firm
                  517 South 22nd Avenue, Suite 5
                  Bozeman, MT 59718
                  Tel: 406-587-7717
                  Fax: 406-587-9461

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Security                                    $17,929

Internal Revenue Service                    Unknown

Montana Department of Revenue               Unknown

United States Bankruptcy Trustee            Unknown


COVANTA: Inks Stipulation Resolving Union County Cure Disputes
--------------------------------------------------------------
Debtor Covanta Union, Inc., operates and maintains a waste-to-
energy facility in Rahway, New Jersey.  As part of its operation,
Covanta Union entered into an Amended and Restated Waste Disposal
Agreement, dated February 15, 1998, with the Union County
Utilities Authority, which requires Covanta Union to accept
certain quantities of solid waste from or on behalf of the
Authority for processing at the Facility.  The Authority has
secured rights to a certain landfill located in Pennsylvania to
provide for the disposal of residual waste that Covanta Union
generates from operating the Facility.  The Waste Disposal
Agreement was further amended in June 1998 and July 2003.

Covanta Union and the Authority also entered into an Amended and
Restated Residue Disposal Agreement, dated February 15, 1998,
which required Covanta Union to dispose of Residual Waste in the
Landfill and pay the Authority a specified "Disposal Fee" that
includes a per ton surcharge for bypass waste disposed of in the
Landfill.  The Residue Disposal Agreement was further amended and
restated in June 1998.

Effective July 2002, the State of Pennsylvania passed legislation
imposing an additional fee on waste disposed of in municipal
landfills located in Pennsylvania, including the Landfill.

Under the Confirmed Covanta Second Reorganization Plan, the
Debtors proposed to assume the Waste Disposal Agreement, the
Residue Disposal Agreement, and other related agreements.  The
Debtors asserted that they were not in default of the Agreements
and, thus, owed no cure amounts.

The Authority, however, asserts that Covanta Union defaulted on
its obligations under the Waste Disposal Agreement and the
Residue Disposal Agreement by failing to pay $201,411 in bypass
waste surcharges and $350,000 in Act 90 Fees.  Covanta Union
denies the allegations, arguing that the amounts, if owed at all,
had not yet become due.

To resolve their dispute, the parties stipulate that:

   (a) Covanta Union will pay to the Authority $201,411
       reflecting the Bypass Waste Surcharges due.  On a going
       forward basis, Covanta Union will pay the Bypass Waste
       Surcharges directly on the Authority's behalf;

   (b) Covanta Union will pay to the Authority $180,754,
       representing 51.64% -- i.e. 267,000/517,000 -- of the
       $350,000 of Act 90 Fees.  All future Act 90 Fees or
       similar fees will be split and allocated 51.64% to Covanta
       Union and 48.36% to the Authority;

   (c) The Settlement Payments are agreed upon cure costs in
       connection with the Debtors' assumption of the Agreements;

   (d) The Debtors will assume the Agreements at the time the
       Authority receives the Settlement Payments; and

   (e) Upon the Authority's receipt of the Settlement Payments,
       the Authority's Objection to the Debtors' Statement of
       Cure Amount will be deemed withdrawn.

The Court approves the parties' stipulation.

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


CREDIT SUISSE: Fitch Affirms Low Ratings on 6 Ser. 2000-C1 Classes
------------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston (CSFB) Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2000-C1, as follows:

      --$50.1 million class B to 'AA+' from 'AA'.

In addition, Fitch affirms the following classes:

      --$138.8 million class A-1 'AAA';
      --$677.5 million class A-2 'AAA';
      --Interest-only class A-X 'AAA';
      --$44.5 million class C 'A';
      --$15.3 million class D 'A-';
      --$29.1 million class E 'BBB';
      --$13.9 million class F 'BBB-';
      --$30.6 million class G 'BB+';
      --$12.5 million class H 'BB';
      --$11.1 million class J 'BB-';
      --$11.1 million class K 'B+';
      --$9.7 million class L 'B'.
      
Class M remains at 'CCC'. The $15.1 million class N is not rated
by Fitch.

The upgrade reflects both the increased credit enhancement levels
from one loan payoff and amortization, and the subordination
levels of similar deals issued today. As of the May 2004
distribution date, the pool's aggregate certificate balance has
decreased 4.1% to $1.06 billion from $1.11 billion at issuance. Of
the original 211 loans, 210 remain outstanding in the pool.

Fitch reviewed the credit assessed loan in the pool, 1211 Avenue
of the Americas. This loan maintains its investment grade credit
assessment.

1211 Avenue of the Americas is secured by a 44-story, 1.84-
million-square-foot office building in midtown Manhattan. The
weighted average debt service coverage ratio, based upon year-end
2003 operating results, improved to 1.60 times (x) versus 1.39x at
issuance. The property is over 99% leased with 77% of the space
leased to long-term credit tenants.

There are seven loans (3.9%) in special servicing. The largest
loan in special servicing (1.1%) is an 182,159 square feet (SF)
office property located in Littleton, MA. The second largest loan
in special servicing (1%) is secured by a 199-room hotel property
in Williamsburg, VA. Both properties are currently real estate
owned (REO) and are being marketed for sale by the special
servicer. Some losses are possible upon disposition of these
assets.


CUMMINS: Fitch Affirms Low-B Ratings & Says Outlook is Stable
-------------------------------------------------------------
Fitch Ratings affirms the senior secured debt rating of Cummins
Inc. at 'BB+', the senior unsecured rating at 'BB-', and the
preferred rating at 'B+'. The Rating Outlook has been revised to
Stable from Negative, reflecting positive developments related to
both economic fundamentals and Cummins' competitive position.

Concerns remain surrounding the ability of Cummins to restore
profit margins and cash flow generation to historic levels,
especially in the face of unrelenting technological competition
being driven by changes mandated by the Environmental Protection
Agency (EPA). Additional concerns include the impact of continuing
industry vertical integration in the vital Class 8 truck market
and the impact of pensions/OPEB on the business.
Over the last year economic trends have improved substantially.
The impact of this is being felt through most of Cummins' end
markets with Q1 year-over-year sales up 40% in the Engine segment,
38% in the Power Generation segment, 37% in the Filtration/Other
segment, and 26% in the International Distributor segment. These
higher sales figures, when combined with cost cutting and
efficiency efforts, resulted in a substantial improvement in 1st
quarter income and cash-flow ($33 million in Q1 2004 net income
vs. a loss of $31 in Q1 2003). Expectations for the balance of the
calendar year are up dramatically, albeit less than Q1 rates due
to factors to include the impact of the 2002 engine pre-buy
episode. Expectations are for sales to be up 10%-15% while income
is projected to likely triple. These projections are based not
only upon the improving revenue picture, but also better cost
efficiency due to improving economies of scale and general cost
cutting.

The other major positive factor impacting the change in outlook is
a clearer picture surrounding Cummins' competitive position in the
vital Class 8 truck market. Originally Fitch was concerned that
the 2004 emissions cycle would like present competitive challenges
to Cummins as it struggled to fight off competitor Caterpillar
(CAT). Over a year after the initial implementation, it appears
that Cummins is holding its own against CAT and its ACERT
technology. It appears that customers have accepted Cummins' as a
capable engine solution. This is likely based not only upon
Cummins' specific implementation of EGR, but also upon the fact
that the remainder of the industry (with the exception of CAT) has
also adopted EGR solutions. This acceptance, along with receding
concerns over the transition path from 2004 to 2007 emissions
standards, has lessened Fitch's concerns over the near to medium
term competitive position of Cummins' heavy duty engine business.

Another major concern impacting Cummins' position in Class 8
trucks was what appeared to be the prevailing trend towards
vertical integration. This trend, based upon the European Class 8
business model, saw companies like DaimlerChrysler (DCX) acquire
engine provider Detroit Diesel. This trend, had it extended to its
logical conclusion, would have likely squeezed out a smaller
independent supplier like Cummins. Several years later it now
appears this trend has mostly played itself out with both Cummins
and Caterpillar likely being options for non-integrated OEMs such
as PACCAR and Navistar. Cummins' long term supply agreements with
Volvo (a vertically integrated player), PACCAR, and Navistar
likely provide at least a minimum amount of likely business going
forward, especially given that all indications are that these
customers are quite happy with Cummins latest engines.

Beyond Class 8 trucks, Cummins continues to improve with special
focus on the engines provided for recreational vehicles (RVs) and
for the Dodge Ram truck. In the truck area Cummins stands to
benefit from the increasing focus by DCX on the commercial segment
of the Ram (where diesel engines are a key competitive issue).
Potential business improvements could also be derived from aging
population demographics in the U.S. which should support further
RV volumes (boomers cruising through their retirements) and from
the continuing potential for dieselization in the U.S. (beyond
just pickup trucks).

Longer term (likely beyond the 2007 emissions cycle) credit
concerns continue to resolve around Cummins' technical position
relative to competitors, especially CAT. Given the financial and
technical strength of CAT, Cummins will have to keep its relative
technology position through the upcoming emissions cycles. This
will likely be challenging given Cummins' smaller size, weaker
financial position (to include pension/OPEB obligations), and lack
of comparable diversification (CAT is an OEM as well as a
supplier).

Near-term expectations are for credit metrics to remain relatively
flat (12 month rolling interest coverage improved in Q1 vs. fiscal
2003 from 3.1 times [x] to 4.0x due to a substantial improvement
in results versus prior year Q1). The major chance for substantial
improvement in the near term will occur as Cummins finalizes its
plan to pay down up to $225 million of debt. This debt pay down
would be funded out of cash and expected free cash flow of at
least $100 million. Any future rating action will be dependent
upon Cummins' ability to maintain its competitive position while
improving margins and free cash flow enabling it to substantially
improve its credit metrics.


DONINI INC: CEO Peter Deros Discusses Acquisition Strategy
----------------------------------------------------------
In a statement to shareholders, President and CEO Peter Deros of
Donini, Inc. (OTCBB: DNNI) described his intentions to acquire
small existing pizza and restaurant chains and convert them into
Donini, Inc. restaurants as both the Pizza Donini and Donini
Resto- Bar concepts. The Company believes that such acquisitions
will decrease both start up costs, opening / launch times while
speeding time to operational profitability.

Initially, Donini, Inc. will target chains of 2 - 6 stores in size
based upon location, customer profile, and locale of competitors.
Previous to founding Pizza Donini Inc. in 1987, Mr. Deros was
President and Chief Operating Officer of a highly successful
public pizza chain operating under the "Mike's" banner. Under his
leadership, the number of restaurants grew from 15 to 80 and total
annual system sales for his chain grew from $5 million to more
than $50 million. His executive team believes that other than
major national and international chains, the Italian cuisine and
pizza market is highly fragmented and dominated by 2 and 3
location 'mom and pop" establishments with no exit strategy and no
real ability to control margins over time.

"These same stores have reasonable customer loyalty, but no
marketing budget or ability to quickly enhance, adjust or grow
menu items to meet emerging customer trends, and when they do make
the changes, it is typically at the expense of quality and
consistency of their staple products," added Deros. "We will be
able to offer these food service entrepreneurs liquidity through
our publicly traded shares, consistency in product, stability of
customer traffic, and a regional and national advertising campaign
which will attract new customers to those locations once they have
joined the Pizza Donini and Donini Resto-Bar family restaurants as
either franchisees or new store managers." Deros believes that
keeping owner / operators on after acquisition will allow Donini
to maintain its neighborhood theme, a crucial ingredient to
customer retention and loyalty.

                    About the Company

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


DYNEGY HOLDINGS: S&P Rates $1.3 Billion Credit Facility at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
rating to Dynegy Holdings Inc.'s (a subsidiary of Dynegy Inc.) new
$1.3 billion senior secured credit facility. Standard & Poor's
also assigned a recovery rating of '1' to the facility. The 'BB-'
rating is two notches higher than the 'B' corporate credit rating
on the company.

Standard & Poor's determines that the collateral package indicates
a strong likelihood of full recovery of principal in the event of
a default or bankruptcy. The analysis assumes a bankruptcy court
would accord priority to the senior lienholders in a bankruptcy.
Standard & Poor's senior unsecured debt rating for Dynegy remains
'CCC+'. The outlook is negative.

The bank facilities are guaranteed by Dynegy Inc. and
substantially all of Dynegy Inc.'s direct and indirect
subsidiaries, excluding Illinois Power Co., most foreign
subsidiaries, and subsidiaries that are not able to be guarantors
due to existing contractual or legal restrictions.

Moreover, the bank facilities are collateralized by all of Dynegy
Holdings' available assets, to the extent permitted by existing
indentures at Dynegy Holdings.
     
In a default or bankruptcy scenario, Standard & Poor's expects the
value and quality of the collateral will provide a strong
likelihood of full recovery of principal. The analysis assumes a
bankruptcy court would accord priority to the senior lienholders
in a bankruptcy. Unsecured senior lenders would be subordinated to
secured lenders' claims on the assets. Therefore, given the value
of the collateral relative to the credit facility and the strength
of the lending documentation, the rating on the secured bank loan
facility is two notches higher than the corporate credit rating.

The ratings on Dynegy and its subsidiaries reflect the company's
highly leveraged financial condition, the uncertain financial
performance of its nonregulated merchant energy and midstream
natural gas liquids businesses, and the consolidated
creditworthiness of its own operations and those of its
subsidiaries. The risks are partially offset by the generation
portfolio's geographic and fuel diversity and the midstream unit's
shift toward a predominantly percentage-of-proceeds and fee-based
structure.

Dynegy's nonregulated businesses operate in volatile price
environments that make it difficult to accurately predict a stable
cash flow stream. At year-end 2003, Dynegy's nonregulated
generation business had interests in 30 in-service generating
facilities. Currently, Dynegy owns or leases about 13,000 MW of
generation capacity, including 3,800 MW of unregulated generation
acquired from Illinova Corp., a second-tier holding company owned
by Dynegy, which enhances Dynegy's commercial position in the
Midwest.
     
In 2003, this business's financial performance was affected by
lower "spark spreads," defined as the relationship between prices
for power and natural gas. Higher natural gas prices throughout
the year reduced the margin that can be made on using natural gas-
fired electricity generation. This phenomenon has continued in
2004, which depresses the cash flow of Dynegy's gas fired
generation assets (about 10,000 MW of capacity). However, this is
somewhat tempered by Dynegy's fleet of coal-fired generation that
represents about 25% of total generation.

Dynegy's critical mass in the gathering and processing business
provides high cash flow potential, albeit at high risk due to the
commodity price risk associated with absolute liquid prices.
Dynegy's marketers offer multiple commodities and related services
to customers enhancing the demand for Dynegy's processing,
fractionation, and storage services. Dynegy is diverse, with
ownership in 20 processing plants in Texas, Louisiana, and New
Mexico. Moreover, there are substantial contractual arrangements
between Dynegy and ChevronTexaco Corp. to support Dynegy's liquids
operations for the long term.

Dynegy has a definitive agreement to sell Illinois Power to Ameren
Corp. The proposed transaction, if completed, is consistent with
Dynegy's strategy to redefine its business into power generation
and midstream activities. Also, the sale would reduce an existing
obligation by eliminating an intercompany note between Illinova
and Illinois Power, as well as the transfer of Illinois Power debt
to Ameren. The terms of the deal include the assumption of $1.8
billion of Illinois Power debt by Ameren, the payment of $400
million in cash to Dynegy, along with $100 million held in escrow
pending resolution of certain environmental items, and the
elimination of a $2.3 billion intercompany note between Dynegy and
Illinois Power, which would save Dynegy $170 million in annual
interest expense. The intercompany note is related to the transfer
of Illinois Power's generating assets that occurred after the
companies merged. Dynegy could further improve its balance sheet
by using the cash proceeds to pay down additional debt.

Despite the potential benefit of this sale, Dynegy will still be
burdened with a significant amount of debt leverage retained from
its prior failed business strategy, which included energy trading
and marketing and investments in telecommunications. Notably, the
firm's business model is dependent on increasing power prices as a
source of improved cash flow needed for debt reduction.

Current ratings on Dynegy continue to reflect the challenges the
firm faces regarding its future ability to access capital markets
for debt refinancing, preserve an adequate liquidity position, and
improve its highly levered balance sheet. Dynegy's expected
credit-protection measures from the ongoing business lines and its
financial health are commensurate with the 'B' corporate credit
rating. In addition, Dynegy has taken concerted steps to bolster
its financial profile and reduce its debt burden by divesting
certain noncore assets, such as its U.S. communications unit.

Dynegy's liquidity position is sufficient to meet working capital
needs and other obligations. The firm's cash balance and available
credit as of May 3, 2004 was about $1.3 billion. Capacity on the
bank lines amounts to $1.1 billion, of which $213 million had been
drawn in letters of credit as of May 3, 2004. Dynegy reduced its
refinancing risk through a tender offer for debt issues maturing
in 2005 and 2006 and an exchange for the series B preferred stock
held by ChevronTexaco. After the successful completion of the bank
transaction, maturities over the four years would be $331 million
in 2004, $258 million in 2005, $130 million in 2006, $970 million
in 2007 (including $700 million in currently unfunded credit
commitment).
     
The negative outlook on Dynegy reflects the continued uncertainty
around the company's ability to generate sustainable cash flow
given the current environment in electric generation, as well as
the price volatility in gathering and processing of natural gas
liquids. Given Dynegy's current financial profile, the firm is
susceptible to adverse economic conditions, which could result in
stagnant generation prices and volatile gathering and processing
natural gas liquids margins. Rating stability and/or upward
ratings momentum is principally predicated on the predictability
and sustainability of incremental cash flows to meet debt-service
obligations and reduce debt.


DYNEGY HOLDINGS: Fitch Gives B+ Rating to $1.3B Credit Facilities
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to Dynegy Holdings Inc.'s
(DYNH) new $1.3 billion senior secured credit facilities, which
consist of a $600 million six-year senior secured term loan B and
a $700 million three-year senior secured revolving credit facility
(the credit facilities).

The credit facilities refinance DYNH's 'B+' rated $1.1 billion
senior secured revolving credit facility, that was scheduled to
mature in February 2005, and the Alpha credit facility. Security
for the new facility is substantially similar to the collateral
package of the existing facility. The Rating Outlook for DYNH and
its parent company Dynegy Inc. (DYN) remains Positive. DYN
subsidiary Illinois Power Company (IP) is on Rating Watch
Positive, where it was placed following its announced sale to
Ameren Corp. A complete listing of ratings for DYN affiliated
companies is shown below.

The Positive Outlook reflects the improved liquidity, financial
flexibility, and reduced borrowing cost provided by the new credit
facilities. It also considers the proposed sale of IP and several
completed transactions that have had the net effect of reducing
debt, extending debt maturities, and lowering near-term default
risk. Proceeds from the term loan component of the new facility
will be used repay the $169 million Alpha credit facility and for
collateral requirements with counterparties, with the remainder
available for general corporate purposes, including potentially
reducing the remaining tolling obligations and resolving certain
outstanding litigation.

The credit facilities' 'B+' rating reflects Fitch's current
assessment of the company's overall credit profile, their ranking
in DYNH's capital structure, and the expected recovery for lenders
in a bankruptcy based on Fitch's valuation of DYN's collateral.
They are guaranteed by DYN and each of DYN's major domestic
subsidiaries except for IP. In addition, DYNH's obligations under
the Credit Facilities and its guarantor's obligations under the
guarantees are secured on a first priority basis by substantially
all the assets of DYNH and that of its guarantors and a pledge of
stock of DYNH and its domestic subsidiaries. The credit facilities
rank senior to approximately $4.2 billion of debt and preferred
stock at DYN and DYNH. Not reflected in the above debt total is
about $1 billion of secured project debt and the payment
obligations on its four remaining tolling agreements with a net
present value of over $1 billion.

Current rating levels recognize several ongoing concerns including
the significant cash drain from four remaining wholesale tolling
agreements and the difficulty of terminating the agreements, the
practical limits of materially reducing debt levels through cash
from operations or common equity sales, and the negative overhang
from ongoing litigation. Cash flows from core operations remain
weak relative to its high debt burden and any financial recovery
should be gradual and materially dependent on strengthened
wholesale electricity prices.

Ratings are:

      DYN

         --Indicative senior unsecured debt 'CCC+';
         --Convertible debentures 'CCC+';

      DYNH

         --Secured revolving credit facility and term loan B 'B+';
         --Second priority secured notes 'B'
         --Senior unsecured debt 'CCC+';

      Dynegy Capital Trust I

         --Trust preferred stock 'CC';

      Illinois Power Co. (Rating Watch Positive)

         --Senior secured debt and pollution control bonds 'B';
         --Indicative senior unsecured debt 'CCC+';
         --Preferred stock 'CC';

      Illinova Corp.

         --Indicative senior unsecured debt 'CCC+'.


EES COKE: S&P Ups Senior Debt Rating to B+ over U.S. Steel Deal
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on EES Coke
Battery LLC's series B $75 million ($33.8 million outstanding)
senior secured notes due 2007 to 'B+' from 'CCC+'.

The upgrade reflects EES Coke's signing an agreement with United
States Steel Corp. (U.S. Steel; BB-/Stable/--) for 100% of EES
Coke's production in 2004 and 25% of EES Coke's production in
2005, and substantially increased pricing of coke in the market as
reflected in EES Coke's first quarter 2004 results. The outlook is
positive.

"The agreement with U.S. Steel, although short-term in nature,
demonstrates EES Coke's ability to be a competitive supplier of
coke," said credit analyst Scott Taylor. "If EES Coke is able to
and chooses to enter into additional contracts, Standard & Poor's
may increase the rating."

EES Coke used funds from the series A (now defeased) and B notes
to purchase the number five coke battery at the Great Lakes Works
from National Steel Corp. (NSC). Following the bankruptcy of NSC,
U.S. Steel purchased the Great Lakes Works in May 2003.
     
The rating reflects, among other things, the inherently high
business risk of the coke industry, the high degree of operating
risk at the project, and exposure to any drop in coke market
pricing if EES Coke does not enter contracts for operations beyond
2004. However, the facility is cost-competitive with other coke-
making facilities and there is a demonstrated need for coke at the
Great Lakes Works. The project also has the ability to sell coke
on the spot market if the Great Lakes Works do not require coke.
     
As a result of improved pricing and declining debt-service
requirements, debt service coverage for the 12 months ended March
2004 was about 1.8x as opposed to about 1.0x for the 12 months
ended December 2003.     


EL CAPITAN: Explores Possible Mining & Marketing of Iron Ore
------------------------------------------------------------
El Capitan Precious Metals, Inc. (OTCBB:ECPN) announced that it is
exploring the possible mining and marketing of iron ore from its
El Capitan mine.

The Company has engaged an independent consultant with extensive
experience in marketing mining properties to assist in this effort
and has met with several companies to discuss possible
initiatives. The Company currently has no contracts or other
agreements with respect to mining or marketing the iron ore.

"There is significant interest in the iron ore market of late with
prices reaching levels that make it feasible to market the ore,"
stated El Capitan President, Chuck Mottley. "We have received
indications of interest from an offshore company for delivery of
iron ore FOB California. In order to provide the ore, we must have
the resources necessary to mine the ore, separate it, and ship it
via rail to port. I believe we can find a partner, be it a
contract miner, equipment supplier, or finance company, to assist
us in this regard if we are able to secure a contract for the
purchase of the ore," continued Mr. Mottley.

"We are working very hard, with the limited resources we currently
have at our disposal, to leverage this asset and fully believe we
can succeed in making the El Capitan mine a success for our
Company," concluded Mr. Mottley.

                      About the Company

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


ENRON: Wants Court Nod on Transwestern Pipeline Settlement Pact
---------------------------------------------------------------
Enron North America Corporation and its related non-debtor
entities, Enron Compression Services Company and ECC, LLC, and
Transwestern Pipeline Company are parties to various agreements:

   (1) A Compression Services Agreement (Bisti Compressor
       Station), effective March 31, 1999, between Transwestern
       and ENA, as:

      (A) amended by (i) an Amendment to Compression Services
          Agreement (Bisti), effective June 30, 1999, (ii) a
          letter agreement between ENA and Transwestern dated
          June 30, 1999, and (iii) a letter agreement between
          ECS and Transwestern dated June 30, 1999; and

      (B) assigned (i) by ENA to ECS pursuant to an Assignment
          Agreement, effective as of June 30, 1999, and (ii) by
          ECS to ECC LLC pursuant to an Assignment Agreement,
          effective as of June 30, 1999;

   (2) A Compression Services Agreement (Bloomfield Compressor
       Station), effective March 31, 1999, between Transwestern
       and ENA, as:

       (A) amended by (i) an Amendment to Compression Services
           Agreement (Bloomfield), effective June 30, 1999, (ii)
           a letter agreement between ENA and Transwestern dated
           June 30, 1999, and (iii) a letter agreement between
           ECS and Transwestern dated June 30, 1999; and

       (B) assigned (i) by ENA to ECS pursuant to an Assignment
           Agreement, effective as of June 30, 1999, and (ii) by
           ECS to ECC, LLC, pursuant to an Assignment Agreement,
           effective as of June 30, 1999; and

   (3) A Compression Services Agreement (Gallup Compressor
       Station), effective October 18, 1999, between
       Transwestern and ECS, as:

       (A) amended by (i) a letter agreement between ECS and
           Transwestern, dated February 23, 2000, and (ii) a
           letter agreement between ECS and Transwestern, dated
           March 15, 2000; and

       (B) assigned by ECS to ECC, LLC, pursuant to an Assignment
           and Contribution Agreement, effective as of March 30,
           2000.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP,
in New York, relates that under the Compression Services
Agreements, ECS provides compression services for Transwestern's
pipeline system at three stations in New Mexico: the Bisti
Station, the Bloomfield Station and the Gallup Station.

ECC, LLC, also owns certain equipment and real property located
at and used in connection with the provision of compression
services at the Compression Services Stations -- the Motor and
Drive Systems.

To perform its obligations under the Compression Services
Agreements, ECS is also a party to other agreements, including:

   (1) the Gallup Gas Conversion Agreement;

   (2) the Equipment Leases;

   (3) the O&M Agreements; and

   (4) the Gallup Operational Control Agreement.

ECS has determined to enter into a Purchase and Settlement
Agreement with Transwestern to:

   (i) amend and restate the Compression Services Agreements
       which includes, among other things, the settlement of
       certain outstanding matters related to the provision of
       compression services at the Compression Services
       Stations;

  (ii) sell to Transwestern the Motor and Drive Systems;

(iii) under certain circumstances, auction the Compression
       Services Arrangements; and

  (iv) under certain limited circumstances, terminate the
       Compression Services Agreements in certain limited
       circumstances and in the event there is a termination, to
       release each other and their affiliates from all claims,
       obligations, and liabilities under the Compression
       Services Arrangements.

          Amendment to Compression Services Arrangements

According to Mr. Ryder, the amendments to the Compression
Services Agreements include:

   (i) clarification of rights and remedies on fuel gas delivery
       obligations;

  (ii) fee adjustments related to those delivery obligations;

(iii) a price increase pass-through related to the Power
       Purchase Agreements;

  (iv) a formula for determining termination payments in the
       event of termination of the underlying agreement; and

   (v) technical and conforming changes.

For ECS to continue to perform under the O&M Agreements after the
sale of the Motor and Drive Systems, ECS and Transwestern will
enter into Equipment Leases that, among other things:

   (i) reflect the transfer of ownership of the underlying
       equipment needed to provide compression services; and

  (ii) disclose and set a $60,000 lease fee for each of the
       Compression Services Stations.

Under the Purchase and Settlement Agreement, ECS's provision to
Transwestern of amended and restated Compression Services
Arrangements is a condition precedent to Transwestern purchasing
the Motor and Drive Systems.

      ECS's Sale of Motor and Drive Systems to Transwestern

Pursuant to the Purchase and Settlement Agreement, ECS will sell
and Transwestern will purchase any and all of ECS's interests in
and rights to the Motor and Drive Systems and make a $7,500,000
payment to ECS.  At Closing, Transwestern will agree to pay and
perform when due all liabilities arising out of the ownership or
use of the Motor and Drive Systems relating to periods on or
after the Closing Date.  In turn, ECS will agree to pay and
perform when due all liabilities arising out of the ownership or
use of the Motor and Drive Systems relating to periods prior to
the Closing Date.

           Auction of Compression Services Arrangements

After the Purchase and Settlement Agreement has been executed,
Mr. Ryder informs the Court that ECS and its related entities may
market to, negotiate with, and solicit offers from interested
parties in an attempt to sell, transfer, or otherwise dispose of
the Compression Services Arrangements through one or more
transactions.  This Alternative Transaction would be subject only
to the rights of Transwestern to consent to it and Transwestern
would be entitled to participate as a bidder in the auction and
sale process on the same terms as other bidders.  If and when ECS
determines to exercise these rights with respect to the
Compression Services Arrangements, Bankruptcy Court approval for
the auction and sale process will be sought.

      Termination of the Compression Services Arrangements

Following the Closing Date, at any time on or before the date
which is the last day of the month which is six calendar months
after the Effective Time, ECS retains the right to elect to
terminate, and require Transwestern to terminate, the Compression
Services Arrangements, either in whole or in part, and thereby
trigger Transwestern's entry into a mutual release of claims with
respect to the Compression Services Arrangements so terminated.
As a condition to exercising these termination rights, ECS agrees
to assign the Power Purchase Agreements to Transwestern.  Upon
termination, ECS would receive as consideration from Transwestern
all of Transwestern's rights in and to an amount of unsecured
claims it filed in the Enron bankruptcy cases.  Schedule L to the
Purchase and Settlement Agreement sets forth the value and number
of the ENE Claims to which ECS would be entitled, which is based
on the estimate of the remaining contract value of the
Compression Services Arrangements as of the time ECS exercises
the Termination Rights, as determined pursuant to a calculation
set forth in Schedule C to the Purchase and Settlement Agreement.  
Under the Fifth Amended Joint Plan of Reorganization, the ENE
Claims would be treated and classified as Class 4 claims.  The
ENE Claims may be disputed, substantially discounted,
subordinated, or disallowed in their entirety.

ENA asks the Court to approve the Purchase and Settlement
Agreement and authorize its consent to:

   (1) ECS's entry into and performance under the Purchase and
       Settlement Agreement;

   (2) the sale of certain assets of ECS to Transwestern under
       the Purchase and Settlement Agreement;

   (3) the amendment and restatement of certain Compression
       Services Arrangements, and ECS's entry into and
       performance under those amended and restated agreements;
       and

   (4) the consummation of the transactions contemplated in the
       Purchase and Settlement Agreement.

Mr. Ryder relates that the proposed Purchase and Settlement
Agreement will effectuate the sale of assets of a wholly owned
non-debtor subsidiary of a debtor entity.  Mr. Ryder points out
that:

   (a) ENA needs to take certain action to consummate the sale
       of the Motor and Drive Systems;

   (b) ENA's interest in the Motor and Drive Systems is not
       integral to nor contemplated to be a part of the Debtors'
       reorganization;

   (c) the Purchase and Settlement Agreement was negotiated at
       arm's length and represents a fair market value for the
       Motor and Drive System;

   (d) ENA is not aware of any liens, claims or encumbrances in
       the Motor and Drive Systems;

   (e) the Purchase and Settlement Agreement will facilitate ECS
       in liquidating its position and reducing operational risk
       and liabilities associated with the Compression Services
       Arrangements;

   (f) ECS will no longer have physical or title ownership of
       the assets associated with the Compression Services
       Arrangements, and the gas volume volatility under the
       Compression Services Agreements will be significantly
       reduced; and

   (g) the Purchase and Settlement Agreement saves substantial
       administrative expenses, realizes value for the assets of
       ECS, and will permit ECS to be in a position to market
       the Compression Services Arrangements. (Enron Bankruptcy
       News, Issue No. 108; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


EXIDE: Stamford Asks Court to Deem $977,809 Claim Timely Filed
--------------------------------------------------------------
By a Lease Agreement dated August 31, 1995, Stamford Computer
Group, Inc., entered into a lease with Exide Corporation, now
known as Exide Technologies.  Stamford timely filed a proof of
claim for outstanding prepetition rentals due under the Lease
Agreement for $47,162.  Exide paid postpetition monthly rentals
due under the Lease Agreement.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, relates that on October 27, 2003, the
Debtors sought the Court's authority to reject the Lease
Agreement.  Stamford challenged the request on the grounds that
it was not in the best interests of the Debtors' creditors and
estates to reject the Lease Agreement.  The Court approved the
rejection on November 24, 2003.  Stamford filed a notice of
appeal on December 9, 2003.  The appeal is currently pending
before the District Court.

Stamford earlier indicated that if the Court would permit the
Debtors to reject the Lease Agreement, the Debtors should be
required to deliver the equipment covered by the Lease to
Stamford immediately and the Court should allow Stamford to file
proofs of claim or appropriate pleadings in the Court regarding
its claims associated with the Lease.  

Accordingly, the Court required the Debtors to comply with the
remaining obligations under the Lease Agreement until the
effective date of rejection.  The Court, noting that rejection
does not serve as a termination, inquired whether it was the
Debtors' intention to return the equipment.  The Debtors replied
that it was their intention to return the equipment.  Mr.
Tacconelli points out that the Court must have presumed that the
Debtors were in a position to promptly return the equipment.

Stamford provided Exide with contact information and the address
of the refurbishment center to which the equipment should be
returned.  Beginning on December 10, 2003, Stamford began
receiving equipment from Exide.  On that day, Stamford received
three pieces of equipment, each from a different Lease.  
Subsequently, Stamford received a few additional items of
equipment.

Stamford continued to invoice Exide based on the monthly rentals
under the Leases.  Given that so little of the equipment was
returned expediently, coupled with Exide's interest in purchasing
the equipment immediately prior to the hearing, it seemed
apparent that Exide was still using the equipment.  It was
Stamford's contention that Exide was liable for the monthly
rentals under a particular Lease until all of the equipment
covered by that Lease was returned.

Mr. Tacconelli relates that Stamford received correspondence from
Exide via electronic mail, which indicated that it was continuing
to return equipment.  It was not until March 9, 2004 that Exide
informed Stamford that it could not locate the vast majority of
the equipment, having returned all that could be located.  Less
than 1% of the equipment has been returned, and Exide maintains
that the remainder of the equipment cannot be located.  In these
instances, Mr. Tacconelli asserts that Stamford is entitled to
the casualty value of equipment that is not returned, calculated
based on a formula in the Lease Agreement.  The total casualty
value of all equipment covered by the Lease Agreement, if taken
as of December 1, 2003, is $884,213.  Stamford prepared a Proof
of Claim for $977,809.  The figure was obtained by subtracting
from the total casualty value the $2,199 value of the usable
equipment that Exide returned, to obtain $882,014 and adding
Stamford's rejection damages of $95,795.  The Proof of Claim was
stamped as having been received on March 30, 2004.

Stamford did not believe that it was required to file a proof of
claim or a motion to allow its administrative claim until the
Debtors returned the equipment as was represented.  Mr.
Tacconelli contends that the Claim should be considered timely
filed because the Claim merely amends the amount of Stamford's
total damages in these cases.  The Claim should be viewed as an
amendment of the Stamford's Original Claim.  

Accordingly, Stamford asks the Court deem its $977,809 Claim
filed on March 30, 2004 as timely filed.

                         Debtors Object

Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, contends that
Stamford failed to present any facts or law that would deem
timely its late-filed rejection damages claim.  There is no
dispute that Stamford received proper notice of the April 23,
2003 Bar Date for filing proofs of claim and that it failed to
timely file its proof of claim within the period specified.  
Furthermore, the reason for the delay was solely within
Stamford's control.  Stamford simply made a conscious decision
not to comply with the Bar Date.  As a result, there is no basis
to allow Stamford's late-filed claim and the Debtors propose that
the claim should be forever barred from being asserted against
them.

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)

  
FEDERAL-MOGUL: Reconciliation Efforts Yield $4.4MM Claim Reduction
------------------------------------------------------------------
At Federal-Mogul Corporation Debtors' request, the Court fixes and
allows 48 reconciled claims, and approves the withdrawal of Claim
No. 6525 filed by McKesson Corporation.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young &
Jones, P.C., in Wilmington, Delaware, reports that the Debtors'
reconciliation efforts resulted in a reduction of the collective
face amount of 48 proofs of claim by $4,385,917:

A. Multiple Claim Modifications

   The Debtors disagreed with the stated claim amounts of 42
   Reconciled Claims.  The claims were improperly classified as
   priority, secured or administrative claims, and were
   erroneously filed against a Debtor entity that is not liable
   with respect to the claims.  The Debtors and the Claimants
   agree to, as applicable:

      (a) reduce and allow the claims;

      (b) reclassify the claims as general unsecured non-priority
          claims; and

      (c) modify the claims to reflect the correct Debtor case or  
          cases.

   The modifications will reduce the face amount of the
   Reconciled Claims by $3,928,355.

B. Multiple Claim Modification Due to Reclamation

   Among the Reconciled Claims, six are claims in which:

      (a) the claimant included in the asserted amount, an amount
          attributable to a reclamation claim; and

      (b) the Debtors disagreed with the claim amount,
          classification and the Debtor case asserted with
          respect to the non-Reclamation Claim Amount.

   Mr. O'Neill clarifies that the Debtors do not seek to fix and
   allow any Reclamation Claim Amounts at this time.  The
   procedure for establishing reclamation claims is separate from
   that of the non-Reclamation Claims.  

   Moreover, the Debtors disagree with the non-Reclamation Claim
   Amounts of the Claims because they are not supported by the
   documentation attached to the claim and are greater than the
   amount reflected in the Debtors' books and records.  Thus, the
   Debtors and the Claimants agree to, as applicable:

      (a) reduce and allow the non-Reclamation Claim Amount;

      (b) reclassify the claims as general unsecured non-priority
          claims; and

      (c) modify the claims to reflect the correct Debtor case or
          cases.

   The modifications will reduce the non-Reclamation Claim
   Amounts of the Claims by $457,562.  

   The Non-Reclamation Claims are:

                   Claim   Asserted   Modified     Modified
   Claimant        Number   Amount     Amount       Debtor
   --------        ------  --------   --------     --------
   Die Tech Corp.   3674   $161,498    $137,022   F-M Ignition

   Durez Corp.       637  1,098,435         358   F-M Ignition
                                      1,299,674   F-M Products
                            281,580           0   F-M Products
                                  0           -   F-M Products

   Englewood        4305     19,195       3,398   F-M Piston
   Electric Supply                       11,865   F-M Powertrain
                                          3,427   F-M Products

   ETCO, Inc.        N/A    209,984     186,834   F-M Ignition
                                765           -   F-M Ignition

   ETCO Cord Prod.   N/A     18,078           -   F-M Ignition

   Hollingsworth    6122    180,849           -   F-M Mogul Corp.
   & Vose Co.               145,756           0   F-M Mogul Corp.

   ETCO Inc. and ETCO Cord Products informally inserted unsecured
   claims as part of their reclamation claims.

C. Withdrawal of the McKesson Claim

   McKesson filed a contingent and unliquidated claim against
   Federal-Mogul Ignition Company, seeking reimbursement and
   contribution for any liability it incurred with respect to
   certain environmental remediation and related litigation.  The
   Court permits McKesson to withdraw the McKesson Claim without
   prejudice to re-filing if the McKesson Claim becomes fixed
   and liquidated in the future.  By agreeing to withdraw the
   Claim, McKesson is not precluded from seeking an
   administrative expense payment or asserting that its Claim is
   not subject to discharge.

   Nevertheless, the Debtors reserve all their rights to object
   to:

      (a) the allowance of any filed or refiled claims by
          McKesson, other than on the basis of timeliness;

      (b) the administrative treatment of the claims; and

      (c) the non-dischargeability of the claims.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- <http://www.federal-mogul.com/>http://www.federal-mogul.com/--  
is one of the world's largest automotive parts companies with
worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-
10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin
T. Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.
(Federal-Mogul Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FOSTER WHEELER: Names Stephen J. Davies as UK Unit Chairman & CEO
-----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) announced that Stephen J. Davies
has been appointed chairman and chief executive officer of Foster
Wheeler Energy Limited, headquartered in the UK, effective July 1,
2004. Mr Davies will succeed Ian Bill, who will remain a director
of the company, supporting Davies, until his planned retirement in
September 2004.

"Last July, Steve was appointed to the new position of managing
director, Global Sales, Marketing and Strategic Planning,
reporting directly to me. During the past year, he has led the
implementation of Foster Wheeler's market-focused strategic plan
and has significantly strengthened the company's E & C customer
focus in the key growth regions and across our core global
business lines," said Raymond J. Milchovich, chairman, president
and chief executive officer.

"I would like to thank Ian for his dedication and commitment to
Foster Wheeler over his 34 years with the company. Under his
leadership, the last six years have been a period of outstanding
performance by the UK group, highlighted by consistent growth and
project execution excellence. I am sure that Steve, with his
considerable operational and commercial experience, will build on
this performance."

Mr Davies has been with Foster Wheeler for 27 years and has an
extensive background in a broad range of international projects.
He has held a variety of senior management roles throughout the
company, including in the commercial/proposal group, and the
Engineering and Pharmaceutical Divisions. In 1995, he was
appointed to the Board of Foster Wheeler Energy Limited and was
assigned special responsibility for building upon the company's
existing operations in Asia.

Mr Davies has been instrumental in expanding Foster Wheeler's
business firstly in Asia, then in Australasia and Africa,
including the ongoing development of the company's execution
centers in Malaysia, Thailand, China, Singapore and South Africa.
He has acted as executive sponsor for a number of major
international projects for clients, including ExxonMobil, BP,
Shell, Huntsman, Bayer and BASF.

Mr Davies holds an honors degree in Civil Engineering from Bristol
University, is a Chartered Engineer and gained his MBA from
Cranfield University School of Management.

                      About Foster Wheeler

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


FOSTER WHEELER: Subsidiary Wins FEED Contract From Saudi Aramco
---------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that its subsidiary
Foster Wheeler Energy Limited has been awarded a Program
Management Services contract by Saudi Aramco and its partner,
Sumitomo Chemical Co., Ltd. of Japan, for the planned development
of a large, integrated refining and petrochemical complex at the
Red Sea town of Rabigh, Saudi Arabia.

Under the scope of the contract, Foster Wheeler will undertake the
12-month Front-End Engineering Design (FEED), develop capital and
operating cost estimates and prepare bid packages. The terms of
the contract were not disclosed.

Once implemented, the proposed multi-billion dollar Rabigh Project
would be one of the largest integrated complexes ever to be built
at one time. A total of 2.2 million tons of olefins, along with
large volumes of gasoline and other refined products, would be
produced. Saudi Aramco's existing topping refinery and
infrastructure at Rabigh will serve as the base platform for the
development of the proposed complex.

Steve Davies, managing director, Global Sales Marketing and
Strategic Planning, Foster Wheeler, said: "This is a significant
win for Foster Wheeler and reflects our competitive market
position, the quality of our team, our superior engineering
capabilities and our proven capacity and ability to manage
complex, world-scale projects."

Isam A. Al-Bayat, vice president, New Business Development, Saudi
Arabian Oil Company, said: "We selected Foster Wheeler after a
rigorous review process of competitive bids because of their in-
depth petrochemical experience and the quality of their past work
for Saudi Aramco, particularly in producing high quality FEEDs, on
time, as they did for our Haradh and Qatif projects."

O. Ishitobi, managing executive officer, Sumitomo Chemical Co.,
Ltd., said: "We are pleased to be working with Foster Wheeler on
this landmark project. They were the best qualified engineering
organization and have an impressive track record which gives us
confidence that they will deliver the results we require."

                   About Foster Wheeler

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


FRIEDMAN INC: Hiring Kroll Zolfo as Restructuring Advisors
----------------------------------------------------------
Friedman's Inc. announced that the Company's Board of Directors
has taken the following actions:

    * Created a Special Litigation Committee to consist of Norman
      P. Deep, David B. Parshall and Sheldon Whitehouse.  The
      authority of the Special Litigation Committee includes
      overseeing and coordinating the Company's responses to the
      investigation conducted by the United States Attorney's
      Office for the Eastern District of New York, the Securities
      and Exchange Commission investigation, inquiries that have
      arisen or may arise from other governmental authorities and
      existing and future private litigation; and

    * Voted, subject to certain conditions, to retain Kroll Zolfo
      Cooper LLC as restructuring advisors to Friedman's and to
      appoint representatives of Kroll Zolfo Cooper LLC as Chief
      Restructuring Officers.

In addition, the Company announced that Robert W. Cruickshank has
resigned as a director of the Company effective immediately. The
Board of Directors of the Company authorized the independent
directors to search for a new independent director.

                    About the Company

Friedman's Inc. is a leading specialty retailer of fine jewelry
based in Savannah, Georgia. The Company is the leading operator of
fine jewelry stores located in power strip centers. At April 12,
2004, Friedman's Inc. operated a total of 711 stores in 20 states,
of which 224 were located in power strip centers and 487 were
located in regional malls.

                        *   *   *

As reported in Troubled Company Reporter's January 2, 2003
edition, the Company was notified by its lenders that it is in
default under certain provisions of its credit agreement. As the
preliminary financial information becomes available, the Company
will be in discussions with its lenders regarding these matters in
an attempt to resolve them prior to the filing of its annual
report.

The Company's lenders continue to provide the Company with the
benefits of its credit agreement, with certain limited exceptions,
although they have the right to terminate their support at any
time.

Also, Friedman's Inc. announced that it has been notified that the
New York Stock Exchange (NYSE) has made a determination to delist
the company's Class A Common Stock that traded under the ticker
symbol FRM on the NYSE effective May 11, 2004. Friedman's is
evaluating an appeal of the decision of the NYSE.

The Company noted that while it is disappointed with the NYSE's
decision, the delisting from the Exchange does not affect
Friedman's day-to-day business operations. The Company also noted
that although its common stock is not eligible for trading on the
NASD over-the-counter bulletin board (OTC), the Company
understands that market makers have independently begun to make a
market in the company's common stock on the Pink Sheets under the
symbol "FRDM."

The company's most recently published balance sheet shows $496
million in assets and $190 million in liabilities.  


GENESCO INC: Reports Improved First Quarter Results
---------------------------------------------------
Genesco Inc. (NYSE: GCO) reported net earnings of $5.8 million, or
$0.26 per diluted share, for the first quarter ended May 1, 2004.
This compares with net earnings of $3.3 million, or $0.15 per
diluted share, for the first quarter last year. Net sales for the
first quarter of fiscal 2004 were $226 million compared to $193
million for the first quarter of fiscal 2004.

Genesco President and Chief Executive Officer Hal N. Pennington,
said, "These strong results represent a great start for the new
fiscal year and underscore the improvements we have made across
our businesses. Our positive momentum has given us a heightened
degree of confidence about our prospects, enabling us to increase
guidance for the year.

"Journeys' same store sales increased 9%, footwear unit comparable
sales rose 9% and margins came in above plan, due primarily to
lower than anticipated markdowns. Our better than expected sales
were driven by solid gains in footwear units, growth in
accessories, and moderation in the decline in average selling
price. We are very excited about these developments and we remain
committed to further capitalizing on Journeys' leadership position
in the market.

"Comparable store sales for the Underground Station Group declined
3% for the quarter, but operating margin increased due to improved
gross margin. Comparable store sales in the Underground Station
stores declined 2%, compared to an increase of more than 7% last
year. Much like what happened at Journeys last year, we believe
Underground Station is being impacted by a lack of any distinctive
fashion trends and a decline in average selling prices. On the
positive side, footwear unit comps for the Underground Station
stores were up 2.7%. While we do not expect to see much sales
improvement in the second quarter in the Underground Station
stores, we are optimistic about the second half of the year as
comparisons improve from both a same store sales and a
merchandising perspective.

"Total sales at Johnston & Murphy were $41 million and same store
sales increased 8%, driven by increases in average price per pair
in the Johnston & Murphy shops. We were also pleased to achieve
some significant operating margin expansion at Johnston & Murphy
during the quarter, despite the ongoing effects of a stronger
euro. The strategic plan to reposition the Johnston & Murphy brand
that we implemented over a year ago appears to be working well.

"Dockers Footwear registered operating income as a percent of
sales of 10% on sales of $17.5 million in the first quarter. Based
on current trends, we believe that we will see top line
improvement in the Dockers business during our second fiscal
quarter, which is earlier than we previously expected.

"Hat World, which we acquired on April 1, 2004, outperformed plan
in both sales and operating margin. Hat World reported a same
store sales gain of 23% for the first quarter and 20% for the
month of April. These excellent results, which came against
difficult comparisons to a strong quarter last year, were driven
by a number of favorable trends in the merchandise mix. The
integration process since the acquisition has been very smooth;
the Hat World business continues to be strong and we are excited
about the growth opportunities this business represents."

Genesco also stated that it is revising upward its fiscal 2005
guidance. The Company now expects sales for the year of
approximately $1.1 billion and earnings per share to range from
$1.74 to $1.80, including previously announced charges of
approximately $0.09 per share associated with the planned closing
of Jarman and other underperforming stores in fiscal 2005.

Pennington concluded, "It is gratifying to see the positive
results of all of our hard work over the past several quarters. We
believe that our in-depth knowledge of our customers, our branded
lifestyle focus and our ability to react quickly and execute our
strategy set us apart from our peers. We will continue to draw on
these strengths as we seek long-term growth and profitability."

Genesco, based in Nashville, sells footwear and accessories in
more than 1,040 retail stores in the U.S., principally under the
names Journeys, Journeys Kidz, Johnston & Murphy and Underground
Station, and on internet websites http://www.journeys.com/and
http://www.johnstonmurphy.com/

The Company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers brand. Additional
information on Genesco and its operating divisions may be accessed
at its website http://www.genesco.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 15, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
bank loan rating, along with a recovery rating of '3', to Genesco
Inc.'s proposed $175 million senior secured credit facilities. The
loan is rated at the same level as the corporate credit rating on
the company; this and the '3' recovery rating indicate
expectations for a meaningful (50%-80%) recovery of principal in
the event of a default.

At the same time, Standard & Poor's affirmed its outstanding
ratings on Genesco, including the 'BB-' corporate credit rating.

The affirmation follows the company's mostly debt-financed
acquisition of Hat World.

Although the acquisition of Hat World would somewhat diversify
Genesco's sources of earnings, the business risk of the combined
entity remains high due to the narrow product focus and aggressive
growth of the headwear retailing business. However, the operating
performance of Hat World has been positive and is expected to be
accretive to Genesco's earnings in fiscal 2005. In addition, Hat
World would provide additional growth opportunities to Genesco,
given that the growth rate at the company's Journeys division is
decelerating.


GOODYEAR TIRE: Richard Kramer Replaces Robert Tieken as CFO
-----------------------------------------------------------
Richard J. Kramer, senior vice president, strategic planning &
restructuring for The Goodyear Tire & Rubber Company (NYSE: GT),
has been named executive vice president and chief financial
officer effective June 1.

Kramer, 40, replaces Robert W. Tieken, who will retire on May 31.
Tieken, 65, has been Goodyear's CFO since May 1994.

"Rich is a respected leader with an outstanding background in
business and finance," said Robert J. Keegan, chairman and chief
executive officer. "His experience will be invaluable as our
company continues its turnaround."

Commenting on Tieken, who joined Goodyear after a 32-year career
with General Electric Co., Keegan said: "Through his knowledge and
experience, Bob has contributed significantly to Goodyear. We wish
Bob and his wife Pat all the best as they enter this new era of
their life."

Kramer, senior vice president, strategic planning & restructuring
since August 2003, served as vice president of finance for
Goodyear's North American Tire business unit from July 2002. He
joined the company in March 2000 as vice president, corporate
finance, after 13 years with PricewaterhouseCoopers LLP.

He joined PricewaterhouseCoopers in 1986 in Cleveland. He was
based at the firm's Paris office from 1991 to 1994 and became a
partner in 1998. He specialized in providing audit and business
advisory services to Fortune 100 multi-national companies in the
manufacturing, technology, retail and entertainment industries.

Keegan said the timing of the appointment in an era of sharp focus
on corporate governance supports Kramer's personal focus on the
importance of financial credibility and individual accountability.
"Rich is a believer in thorough processes and individual
responsibility as it relates to a continual improvement of the
company's reputation and credibility," Keegan said. "He will drive
world class processes and accountability throughout the finance
organization, consistent with the strong position I have taken
committing the entire company to full and accurate public
reporting."

A Cleveland native, Kramer holds a bachelor of science in business
administration degree in accounting from John Carroll University
and is a Certified Public Accountant.

                     About Goodyear

Goodyear is the world's largest tire company. Headquartered in
Akron, Ohio, the company manufactures tires, engineered rubber
products and chemicals in more than 80 facilities in 28 countries.
It has marketing operations in almost every country around the
world. Goodyear employs about 86,000 people worldwide.

As reported in yesterday's edition of the Troubled Company
Reporter, 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."


HAYNES: Files Reorganization Plan & Disclosure Statement in Ind.
----------------------------------------------------------------
Haynes International, Inc. announced that it has filed its
proposed Plan of Reorganization and related Disclosure Statement
with the Bankruptcy Court for the Southern District of Indiana.
The Plan of Reorganization and related Disclosure Statement are
supported by the statutory Creditors' Committee and Haynes'
majority equity holder. The Bankruptcy Court has scheduled a
hearing on the adequacy of the Disclosure Statement for June 28,
2004.

The proposed Plan of Reorganization incorporates the terms of the
previously announced restructuring agreement, which provides that
Haynes' Senior Note holders will exchange their $140 million of 11
5/8% Senior Notes due September, 2004 for 96% of the equity in the
reorganized company. Haynes is privately held and its current
majority equity holder has agreed to the cancellation of its
current equity interests in exchange for its pro rata share of 4%
of the equity in the reorganized company which, upon the company's
emergence from Chapter 11, will be distributed to the current
holders of the company's common stock. The Plan of Reorganization
currently provides that the Company's trade creditors will be paid
in full in cash. As previously announced, the other two key
components of Haynes' restructuring, the modification of its
collective bargaining agreement with the USWA and the commitment
for exit financing received from Congress Financial Corporation
(Central), are already in place.

Haynes' Chief Executive Officer Francis J. Petro said, "The timely
filing of our Plan of Reorganization and Disclosure Statement
represents a significant milestone in our Chapter 11
reorganization. We are pleased to be able to present a Plan that
is supported by our key constituencies, including our Senior Note
holders and our majority equity holder. With their support, and
upon approval of our Disclosure Statement, we are optimistic that
the Plan will be confirmed in the near term. This should allow
Haynes to emerge from Chapter 11 by the end of the summer as a
stronger, more profitable and competitive company with a greatly
de-leveraged balance sheet and significant cash resources to allow
the Company to continue to prosper and grow."

The Disclosure Statement also includes information about financial
projections through fiscal 2006; the details of the proposed Plan
of Reorganization, an estimated range of Haynes' enterprise value
upon emergence from Chapter 11, including support for the "best
interest" requirement under the Bankruptcy Code; and a description
of the events leading up to the filing of the Chapter 11 cases.
Approval of the Disclosure Statement and related voting
solicitation procedures, which Haynes will seek on June 28, 2004,
will permit Haynes to begin soliciting acceptances for the
proposed Plan of Reorganization in late June and July and seek
confirmation of the proposed Plan of Reorganization by the
Bankruptcy Court in August 2004. It is anticipated that Haynes
will emerge from Chapter 11 reorganization shortly after
confirmation. Haynes' Chapter 11 cases are being presided over by
the Honorable Anthony J. Metz III under consolidated Case No. 04-
05364 (AJM).

Key elements of the proposed Plan of Reorganization, subject to
approval by the Bankruptcy Court, include:

-- Holders of allowed general unsecured claims (other than the
   Senior Notes) are to receive cash in respect of 100% of the
   allowed amount of such claims, without interest.

-- Holders of Senior Note Claims are to receive their pro rata
   share of 96% of the stock in the reorganized company. Holders
   of old common stock are to receive their pro rata share of 4%
   of the stock in the reorganized company. Distribution of the
   stock in the reorganized company will be subject to dilution by
   a management incentive plan.

-- As previously announced, Haynes will assume the Collective
   Bargaining Agreement with the USWA, as modified by the
   Tentative Agreement dated as of February 5, 2004 upon
   confirmation of the Plan.

-- As previously announced, Haynes has received a commitment for
   up to $100 million in exit financing from Congress Financial
   Corporation (Central). This credit facility, which will be
   secured by substantially all of Haynes' assets, will restate or
   otherwise replace the current debtor-in-possession facility on
   the Effective Date of the Plan of Reorganization.

As set forth in the projections, Haynes is optimistic that the
positive financial trends that it has experienced in recent months
will continue including increased sales in each of its major
markets. Francis Petro added, "As we emerge from Chapter 11, we
intend to continue as in the past to service our customers and
capitalize on the increased customer demand for our products. We
are confident that with continued support from our vendors and the
$100 million exit financing that we have arranged, we will be able
to continue to grow our business." Petro concluded, "We continue
to be appreciative of the support that we have received during our
restructuring from our vendors, customers and employees, all of
whom have allowed us to use this process to lay the foundation for
our future success."

The Disclosure Statement and the proposed Plan of Reorganization
can be accessed at http://www.haynesintl.com/or  
http://www.kccllc.net/haynes/  

                  About Haynes International

Haynes International, Inc. is a leading developer, manufacturer
and marketer of technologically advanced, high performance alloys,
primarily for use in the aerospace and chemical processing
industries.


HELLER FINANCIAL: Fitch Affirms Three 2000-PH1 Ratings at Low-Bs
----------------------------------------------------------------
Fitch Ratings upgrades Heller Financial Commercial Mortgage Asset
Corp.'s mortgage pass-through certificates, series 2000 PH-1, as
follows:

      --$43.1 million class B to 'AAA' from 'AA';
      --$47.8 million class C to 'A+' from 'A';
      --$12 million class D to 'A' from 'A-'.

The following classes are affirmed by Fitch:

      --$106.2 million class A-1 'AAA';
      --$532.3 million class A-2 'AAA';
      --Interest only class X 'AAA';
      --$35.9 million class E 'BBB';
      --$14.4 million class F 'BBB-';
      --$26.3 million class G 'BB+';
      --$7.2 million class K 'B+';
      --$9.6 million class L 'B';
      --$9.6 million class M 'B-'.

Fitch does not rate the $19.1 million class H, $9.6 million class
J, or $14.8 million class N certificates.

The upgrades reflect both the increased credit enhancement levels
from loan payoffs and amortization, and the subordination levels
of similar deals issued today. As of the May 2004 distribution
date, the pool's certificate balance has paid down 7.1% to $887.8
million from $957.0 million at issuance.

Seven loans (3.1%) are currently being specially serviced,
including two 30 days delinquent (1.11%), a 60 days delinquent
(0.10%), a 90 days delinquent (0.72%) and a real estate owned
(REO) (0.29%). The largest specially serviced loan (1.10%) is
secured by an industrial/warehouse property in Cicero, IL. The
property is 82% occupied and the loan is 30 days delinquent. The
borrower is trying to refinance and closing should be completed
shortly. The REO is secured by a multifamily property in
Clarksville, TN. Losses on the REO property are expected.

Realized losses total $4.3 million to date, or 0.45% of the
original principal balance.


HORIZON LINES: S&P Places Low-B Ratings on Credit Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'BB-' corporate credit rating, on Horizon Lines LLC
on CreditWatch with negative implications. The CreditWatch
placement follows the recent announcement that The Carlyle Group
has entered into an agreement to sell its interest in Horizon
Lines to Castle Harlan Inc., another private equity firm.

"Castle Harlan's purchase price for Horizon Lines is $650 million,
compared with the $315 million paid by The Carlyle Group in 2003,"
said Standard & Poor's credit analyst Kenneth L. Farer. "If the
acquisition is financed with a substantial amount of debt, Horizon
Lines' credit profile may weaken to a level no longer consistent
with the current rating," continued the analyst. Standard & Poor's
will meet with management and representatives from Castle Harlan
to discuss the acquisition and financing plans, and the resultant
credit profile, to resolve the CreditWatch.

The ratings on Charlotte, N.C.-based Horizon Lines LLC reflect its
high debt leverage, participation in the capital-intensive and
competitive shipping industry, and relatively older fleet. These
risks are somewhat offset by the barriers to entry afforded by the
Jones Act (which applies to intra-U.S. shipping) and stable demand
from the company's diverse customer base across the company's
various markets.

Horizon Lines is one of the leading ocean cargo carriers operating
between the Continental U.S. and Alaska, Puerto Rico, Hawaii, and
Guam. Horizon Lines operates under the Jones Act, which requires
cargo shipments between U.S. ports to be carried on U.S.-built
vessels registered in the U.S. and crewed by U.S. citizens. The
Jones Act provides a barrier to entry by prohibiting direct
competition from foreign-flagged vessels.

The company operates 16 containerships, with at least a one-third
market share in each of its shipping lanes. Horizon Lines was
formerly CSX Lines LLC, a subsidiary of CSX Corp., until The
Carlyle Group purchased 84.5% of the company in February 2003.

The shipping industry is very capital-intensive, requiring large,
cyclical outlays for oceangoing vessels. Management expects the
existing vessels to continue to operate for another four or five
years before requiring replacement. In general, the container
shipping industry is more concentrated than most other shipping
sectors, with the U.S. liner trade even more concentrated than the
overall industry.

Operating margins before depreciation and amortization have
averaged 13% over the past few years, adequate for a shipping
company. Margins have increased gradually as market conditions in
Puerto Rico strengthened following the exit of a major competitor
in 2002, and supplemented by improved operating efficiency. For
2003, EBITDA interest coverage was 2.5x, and funds from operations
to debt was 28%. At March 31, 2004, lease-adjusted debt to capital
was 75% and debt to EBITDA was 3.5x, both appropriate for the
current rating. Future credit measures will be determined by
acquisition financing.


I.W. INDUSTRIES: Has Until May 30 to Decide on Unexpired Leases
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Eastern District of
New York, I.W. Industries, Inc., obtained an extension of its
lease decision period.  The Court gives the Debtor until
May 30, 2004, to determine whether to assume, assume and assign,
or reject its unexpired nonresidential real property lease.

Headquartered in Melville, New York, I.W. Industries, is a leading
manufacturer of brass products and machined parts such as plumbing
and lightning fixtures and other industrial parts. The Company
filed for chapter 11 protection on February 12, 2004 (Bankr.
E.D.N.Y. Case No. 04-80852).  Kathryn R. Eiseman, Esq., at Piper
Rudnick LLP represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $10 million.


J.P. MORGAN: S&P Assigns Prelim. Ratings to 2004-PNC1 Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $1.10 billion commercial mortgage pass-through
certificates series 2004-PNC1.
     
The preliminary ratings are based on information as of May 26,
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
trustee, 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. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage of 1.55x, a beginning LTV of
84.0%, and an ending LTV of 70.9%.

                   Preliminary Ratings Assigned
      J.P. Morgan Chase Commercial Mortgage Securities Corp.
   
      Class              Rating           Amount ($)
      A-1                AAA              37,400,000
      A-2                AAA             113,700,000
      A-3                AAA              98,400,000
      A-4                AAA             442,164,000
      B                  AA               28,809,000
      C                  AA-              13,718,000
      D                  A                17,834,000
      E                  A-               10,974,000
      A1-A               AAA             246,662,000
      F                  BBB+             16,462,000
      G                  BBB              10,975,000
      H                  BBB-             20,577,000
      J                  BB+               2,744,000
      K                  BB                6,859,000
      L                  BB-               4,115,000
      M                  B+                5,487,000
      N                  B                 2,744,000
      P                  B-                2,744,000
      NR                 N.R.             15,090,311
      X*                 AAA         1,097,458,311**
      *Interest-only class. **Notional amount. N.R.-Not rated.


JP MORGAN: Fitch Affirms 1999-C7 Classes F,G & H Ratings at Low-Bs
------------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1999-C7, as
follows:

      --$40.1 million class B to 'AAA' from 'AA+';
      --$40.1 million class C to 'AA-' from 'A+'.

The following classes are affirmed by Fitch:

      --$106.3 million class A-1 'AAA';
      --$357 million class A-2 'AAA';
      --Interest-only class X 'AAA';
      --$52.1 million class D 'BBB';
      --$12 million class E 'BBB-',
      --$38.1 million class F 'BB';
      --$26 million class G 'B';
      --$4 million class H 'B-'.

The $24 million class NR certificates are not rated by Fitch.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization.

As of the May 2004 distribution date, the pool's aggregate
principal balance has been reduced by 12.7% to $699.7 million from
$801.4 million at issuance. One loan (1.1%) is real estate owned
(REO) and one loan is 30 days delinquent. The REO is secured by an
office property in Jackson, MS; the property was 68% occupied as
of April 2004. The special servicer is working on stabilizing the
property before marketing it for sale.

Fitch is also concerned with three of the top ten loans (12%),
including the largest loan in the pool (7%). The loans are on the
master servicer's watchlist due to declined occupancy and
performance. The largest loan is secured by six retail properties;
their average occupancy declined to 66% as of YE 2003. The
properties are in the process of renovations and redevelopment.

There have been no realized losses in the pool to date.


KAISER ALUMINUM: Modifies USWA and IAM Settlement Agreements
------------------------------------------------------------
The Kaiser Aluminum Corporation Debtors recently agreed to make
certain modifications to the settlement agreements they reached
with the United Steelworkers of America, AFL-CIO-CLC, and the
International Association of Machinists & Aerospace Workers in
January 2004.

         Agreed-Upon Modifications to the VEBA Advances

The modifications address specific details required for the
implementation of the Voluntary Employee Beneficiary Association
established pursuant to the January Agreement between the Debtors
and the USWA.  The Debtors intend to enter into a letter
agreement with the USWA to memorialize the VEBA Modifications.

The VEBA Modifications include:

   (a) All persons eligible to receive retiree benefits under a
       VEBA that are represented by unions other than the USWA
       will be eligible to participate in the Kaiser/USWA VEBA.
       Eligible persons will:

       -- have all of the rights and obligations of, and will be
          subject to all of the terms and conditions applicable
          to the USWA-represented retirees under the Kaiser/USWA
          VEBA; and

       -- receive benefits as are provided to the USWA-
          represented participants in the Kaiser/USWA VEBA;

   (b) The Kaiser/USWA VEBA will not be required to keep the
       funding provided on behalf of the retirees represented by
       the other unions separate from that provided on behalf of
       the USWA-represented retirees;

   (c) Instead of the $1,100,000 aggregate monthly VEBA Advance
       -- that was to be shared by union and salaried retirees --
       the Debtors will contribute $1,600,000 as monthly VEBA
       Advances with respect to all union-represented retirees;
       and

   (d) The Debtors will contribute a $1,000,000 one-time VEBA
       Advance in June 2004 with respect to all union-
       represented retirees.

To provide comparable treatment for all retiree constituencies,
the Debtors will increase the $181,250 monthly VEBA Advance for
the VEBA established under their separate agreement with the
Official Committee of Salaried Retirees to $300,000.  The Debtors
will also contribute a $200,000 one-time VEBA Advance in June
2004 to the Retirees Committee VEBA.

The modified amounts of the VEBA contributions will ensure that
sufficient resources are provided to the VEBAs so that benefits
may begin by May 31, 2004.  The VEBA Modifications do not
increase the overall amount of the Debtors' funding obligations
to the VEBAs since the aggregate amount of the VEBA Advances will
be offset against the initial cash contribution of up to $36
million payable upon emergence.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, notes that the Debtors have discussed the
VEBA Modifications with the IAM, the Paper, Allied-Industrial,
Chemical and Energy Workers Union, and the International Chemical
Workers Union Council-United Food & Commercial Workers.  The
Debtors anticipate entering into corresponding letter agreements
with each party.  The Debtors intend to discuss and enter into a
similar letter agreement with the Retirees Committee.

               Modifications to the IAM Agreement

Mr. DeFranceschi states that, subsequent to the entry of the
Final Order approving the January Agreements, the Debtors and the
IAM continued negotiations to address certain open issues between
them, including the Debtors' participation in the IAM National
Pension Fund.  The parties agreed to certain modifications to
those agreements.  Specifically, with regard to the agreement
covering employees and retirees represented by the IAM at the
Debtors' Richmond, Virginia facility, the parties agreed:

   (a) to include all other IAM retirees who are eligible for
       pension and retiree benefits, specifically those formerly
       employed at the Debtors' Erie, Pennsylvania facility;

   (b) that the Debtors will make annual contributions into the
       IAM National Pension Fund on the basis of one dollar per
       IAM employee per hour worked;

   (c) that the Debtors are entitled to a "free look" and may
       withdraw from the IAM National Pension Fund at any time
       within five years without incurring any withdrawal
       liability; and

   (d) that the IAM's allocable share of the VEBAs will be 0.6%.

The parties also agreed to make changes regarding the agreement
covering IAM retirees and employees at the Debtors' facility in
Sherman, Texas.  No VEBA modifications were necessary or
appropriate for the Sherman facility retirees and employees
because they are not entitled to receive retiree medical
benefits.

The Debtors maintain that the VEBA Modifications and the Modified
IAM Agreements facilitate the implementation of the January
Agreements, and help ensure adequate funding to establish the
VEBAs.  

Accordingly, the Debtors ask the Court to approve the
modifications.

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)  


KODIAK UTILITY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kodiak Utility Construction, Inc.
        1314 South Baylis Street
        Baltimore, Maryland 21224

Bankruptcy Case No.: 04-22469

Type of Business: The Debtor is an Electrical Contractor that
                  specializes in designing, developing and
                  engineering projects.
                  See http://www.kodiakutility.com/

Chapter 11 Petition Date: May 20, 2004

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Robert B. Scarlett, Esq.
                  Scarlett & Croll, P.A.
                  201 North Charles Street, Suite 600
                  Baltimore, MD 21201-4110
                  Tel: 410-468-3100
                  Fax: 410-332-4026

Total Assets: $531,003

Total Debts:  $1,678,451

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Maryland Electrical Industry               $152,115
Health Fund

Maryland Electrical Industry               $122,073
Severance & Annuity Fund

Maryland Electrical Industry                $53,963
Pension Fund

Local Union No. 24, IBEW                    $45,638
Vacation & Holiday Fund

National Electrical Benefit Fund            $31,949

Local No. 24, IBEW, AFL-CIO                 $26,814

CNA Insurance                               $11,303

Maryland Electrical Industry                $10,506
Apprenticeship & Training Committee

Carroll Independent Fuel Co.                 $6,650

Hyper Media Corporation                      $5,494

Benefitmall.com                              $4,976

Baker Equipment                              $4,201

Jefferson Pilot Financial Insurance          $4,000

Reliable Equipment & Service                 $3,203

Nextel                                       $2,642

Baltimore Sun                                $2,373

Kauffman Electric                            $2,300

TCI Tire Center                              $1,807

University Sports Publications               $1,700

Mutual Benefit Insurance Co.                 $1,658


MARY HOLMES COLLEGE: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mary Holmes College, Inc.
        Highway 50 West
        West Point, Mississippi 39773

Bankruptcy Case No.: 04-13168

Type of Business: The Debtor is a School Institution.
                  See http://www.maryholmes.edu/

Chapter 11 Petition Date: May 25, 2004

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Michael Leo Hall, Esq.
                  Burr & Forman LLP
                  420 North 20th Street
                  3100 South Trust Tower
                  Birmingham, AL 35203
                  Tel: 205-251-3000

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
U.S. Department of Education  Neigh Dormitory           $491,021
Darlene Carlson
IDUES 1990 K Street
NW 6th Fl.
Washington, DC 20006

Great Western Dining          Food service for          $470,653
Services, Inc.                cafeteria
c/o John Crowell
Gholson, Hicks & Nichols
P.O. Box 1111
Columbus, MS 39703

Presbyterian Church (U.S.A.)  Loan secured by Neigh     $170,885
                              Dormitory (lien
                              second to that of the
                              U.S. Department of
                              Agriculture)

Internal Revenue Service      Taxes, interest and       $142,470
                              penalties

Xerox Corporation             Copier lease               $33,246

4-County Electric Power       Electric service           $27,800
Association

Navistar Financial Corp.      1997 International         $19,962
                              3400, 33 Passenger
                              Bus

Hobsons, Inc.                 cd's produced on           $19,390
                              Mary Holmes College
                              for marketing

PACTEC                        Litigation action          $18,754

Wesley Peachtree Group        2002 financial audits      $17,643

Campus Book Mart              School books               $17,518

BellSouth                     Telephone service           $7,563

Blue Cross & Blue             Employee insurance          $7,300

Mississippi Valley Gas        Natural gas to rental       $6,468
                              houses and school

Southern Roofing              roof repair-should          $5,782
                              have been paid-Gail
                              trying to find out

Lowndes Division Golden       Waste disposal              $5,452
Triangle

McGriff, Seibel & Williams    Athletic Insurance          $4,874
                              Policy

Vinu George                   2 months salary             $4,800
                              $2,400

Varsity Books                 School books                $4,184

William Royal                 2 months salary             $4,000
                              $2,000


MATRIA HEALTHCARE: Extends 11% Sr. Debt Tender Offer to July 2
--------------------------------------------------------------
Matria Healthcare, Inc. (NASDAQ: MATR) announced that it has
extended its pending tender offer for all of its outstanding 11%
Series B Senior Notes due 2008.

The expiration of the tender offer has been extended from 12:00
noon, New York City time, on May 28, 2004, to 12:00 noon, New York
City time, on July 2, 2004, unless further extended by the
Company. As of midnight May 25, 2004, the Company had received
valid tenders from holders of $120 million in aggregate principal
amount of the 11% senior notes, representing 98.36% of the
outstanding principal amount of the notes. As a result of the
extension, the Price Determination Date (as that term is defined
in the Offer to Purchase and Consent and Waiver Solicitation
Statement) has not occurred and has been extended until June 30,
2004, the second business day prior to the revised expiration
date.

The completion of the tender offer and the consent solicitation
continues to be subject to the satisfaction of several conditions,
including a financing condition that the Company is able to
replace its existing credit facility with a new credit facility
and/or obtain other financing through the sale of publicly or
privately placed securities, in each case on terms acceptable to
the Company, and in such amount and combination as the Company in
its sole discretion may determine, the proceeds of which will be
sufficient to allow the Company to purchase all of the outstanding
11% senior notes.

On May 5, 2004, pursuant to its previously received waiver
permitting it to incur up to $150 million in indebtedness prior to
the consummation of the tender offer, the Company completed the
sale of $75 million in aggregate principal amount of its 4.875%
convertible senior subordinated notes due 2024 in a private
placement in reliance upon an exemption from registration under
the Securities Act of 1933. The Company also granted the initial
purchaser of the 4.875% convertible notes an option to purchase
(the "Over-allotment Option") up to $11.25 million aggregate
principal amount of additional 4.875% convertible notes, which
must be exercised on or before May 30, 2004. Although the Company
is pursuing additional financing alternatives, there can be no
assurance that the Company will be able to obtain sufficient
financing to repurchase all of the outstanding 11% senior notes or
that such financing will be available on terms acceptable to the
Company, if at all. Notwithstanding the foregoing, the Company
will be required to use the net proceeds from the sale of the
4.875% convertible notes (approximately $72.3 million plus the net
proceeds of any notes sold under the Over-allotment Option) to
purchase the 11% senior notes tendered in the tender offer,
whether or not the conditions otherwise applicable to the tender
offer are satisfied or the amendments to the indenture become
operative. Pending the purchase of the 11% senior notes pursuant
to the tender offer, the net proceeds of the 4.875% convertible
notes offering are being held in escrow for the benefit of the
holders of the 11% senior notes.

On April 13, 2004, the Company received consents from the holders
of a majority in principal amount of the 11% senior notes to amend
the indenture governing such notes to eliminate substantially all
of the restrictive covenants as well as certain events of default
and related provisions in the indenture. If the financing
condition is not satisfied or the other conditions to the tender
offer and the consent solicitation are not satisfied or waived,
the amendments to the indenture will not become operative.

UBS Investment Bank is acting as the exclusive Dealer Manager for
the offer and the solicitation agent for the consent solicitation.
The tender offer and the consent solicitation are being made
pursuant to an Offer to Purchase and Consent and Waiver
Solicitation Statement and related documents, which fully set
forth the terms of the tender offer and the consent solicitation.
Additional information concerning the terms of the tender offer
and the consent solicitation may be obtained from UBS Investment
Bank at (888) 722-9555 or (203) 719-4210. Copies of the Offer to
Purchase and Consent and Waiver Solicitation Statement and related
documents may be obtained from MacKenzie Partners, Inc., the
Information Agent, at 105 Madison Avenue, New York, New York 10016
at (800) 322-2885.

                     About Matria Healthcare

Matria Healthcare is a leading provider of comprehensive disease
management programs to health plans and employers. Matria manages
the following major chronic diseases and episodic conditions -
diabetes, cardiovascular diseases, respiratory diseases, high-risk
obstetrics, cancer, chronic pain and depression. Headquartered in
Marietta, Georgia, Matria has more than 40 offices in the United
States and internationally. More information about Matria can be
found on line at http://www.matria.com/


MCMC INVESTMENTS: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MCMC Investments, Inc.
        dba B & J's Gas N Go
        P.O. Box 447
        Ogallala, Nebraska 69153

Bankruptcy Case No.: 04-81647

Type of Business: The Debtor operates convenient stores.

Chapter 11 Petition Date: May 14, 2004

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Howard T. Duncan, Esq.
                  Duncan Law Office
                  1910 South 72nd Street, Suite 304
                  Omaha, NE 68124-1734
                  Tel: 402-391-4904
                  Fax: 402-391-0088

Total Assets: $2,975,352

Total Debts:  $3,629,911

Debtor's 10 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Great Western Bank            B&J's Gas & Go,         $1,015,492
PO Box 4070                   7202 F St.,
Omaha, NE 68104-0070          Omaha, NE
                              Secured Value:
                              $1,014,880

Adams Bank and Trust          B&J's Gas & Go,           $584,034
315 N. Spruce                 7202 F St., Omaha,
Ogallala, NE 69153            NE
                              Secured Value:
                              $1,014,880

Adams Bank and Trust          B&J's Gas & Go,           $576,814
315 N. Spruce                 7202 F St., Omaha,
Ogallala, NE 69153            NE
                              Secured Value:
                              $1,194,760

B and J Petroleum, Inc.       F St $121,842             $261,456
PO Box 447                    Blondo $139,615
Ogallala, NE 69153

Douglas County Treasurer      B&J's Gas & Go,            $13,067
                              7202 F St., Omaha,
                              NE
                              Secured Value:
                              $1,014,880

Douglas County Treasurer      B&J's Gas & Go,            $11,682
                              7204 Blondo,
                              Omaha, NE
                              Secured Value:
                              $1,194,760

Mark VII Equipment Inc.                                   $9,495

Rion LLC                      Equipment $2,769            $7,517
                              Donuts $4,748

Douglas County Treasurer      B&J's Gas & Go,             $7,359
                              7204 Blondo,
                              Omaha, NE
                              Secured Value:
                              $1,194,760

Douglas County Treasurer      B&J's Gas & Go,             $5,021
                              7202 F St.,
                              Omaha, NE
                              Secured Value:
                              $1,014,880


MEDIABAY: Converts $4.3MM Debt & Accrued Interest to Pref. Stock
----------------------------------------------------------------
MediaBay, Inc. (Nasdaq: MBAY), a leading spoken audio media
marketing company, announced the conversion of approximately $4.3
million of related party debt and accrued interest into preferred
stock.

On April 28, 2004, MediaBay entered into a new credit agreement
pursuant to which MediaBay and certain of its subsidiaries
initially borrowed $9.5 million. The New Credit Agreement requires
the aggregate amount of principal and interest owed by MediaBay to
certain related parties be reduced to $6.8 million by June 1,
2004.

In order to reduce the aggregate debt owed to them by MediaBay,
the parties agreed, subject to and automatically upon the receipt
of a fairness opinion from an independent investment banking firm,
to exchange an aggregate of $4.3 million of principal and accrued
interest of the notes and accrued dividends on the Trust's Series
A Preferred Stock into units consisting of an aggregate of: (i)
43,527 shares of Series C Preferred Stock, convertible into an
aggregate of 5,580,384 shares of Common Stock at a conversion
price of $0.78, and (ii) warrants to purchase 11.2 million shares
of Common Stock. The Series C Preferred Stock has a liquidation
preference of $100 per share. The Warrants are exercisable for ten
years at an exercise price of $0.53.

On May 25, 2004, the fairness opinion was received from an
independent investment banking firm, and, pursuant to the
agreements described above, the exchange of debt for units
occurred. The transactions described above will result in a charge
to earnings estimated at $390,000.

MediaBay CEO, Jeffrey Dittus said, "We are pleased to have
completed this final portion of our financing activities. This
transaction further decreases our debt and improves our balance
sheet, enabling us to execute our growth strategy of digitizing
MediaBay and leveraging our robust Radio Classics asset."

On May 20, the Nasdaq Listing Qualification Panel notified
MediaBay that it had failed to demonstrate stockholders' equity at
the Nasdaq minimum requirement of $10.0 million. The Company
subsequently received an extension for compliance, and as of
yesterday's completion of the debt conversion, believes it has
achieved compliance with shareholders equity of $13.8 million.
MediaBay is aware that Nasdaq will continue to monitor MediaBay's
ongoing compliance with the stockholders' equity requirement and,
if at the time of its next periodic report MediaBay does not
evidence compliance, that it may be subject to delisting.

                    About MediaBay, Inc.

MediaBay, Inc. (Nasdaq: MBAY) is a multi-channel, media marketing
company specializing in the $800 million audiobook industry and
old-time radio distribution. MediaBay's industry-leading content
library includes over 60,000 classic radio programs, 3,500 film
and television programs and thousands of audiobooks. MediaBay
distributes content through more than 20 million direct mail
catalogs; streaming and downloadable audio over the Internet; over
7,000 retail outlets; and a 260 station syndicated radio show. For
more information on MediaBay, please visit http://www.MediaBay.com
or its subsidiary sites: audiobookclub.com, radiospirits.com, and
radioclassics.com.


METALDYNE: Lenders Agree to Waive Reporting Default through Sept.
-----------------------------------------------------------------
Metaldyne Corporation announced that it has received new extended
waivers in respect of its senior secured credit facilities and
accounts receivable securitization facility with respect to
certain provisions requiring the Company to deliver financial
statements and certain related matters. These waivers further
extend previously received waivers.

As previously announced, the Company has been delayed in
completing certain of its financial statements and is reviewing
its previously issued financial statements due to an independent
inquiry into certain accounting allegations.

In general, the new extended waivers waive delivery of financial
statements until the earlier of September 30, 2004 or the
occurrence of certain adverse events, including a delivery of a
notice of default under certain other agreements. During the
waiver period, the Company expects to have access to its revolving
credit facility and to its accounts receivable securitization, as
typically required, subject to compliance with covenants and other
applicable limitations. Copies of these waivers will be filed with
the Securities and Exchange Commission as Exhibits to a Form 8-K.

In the event that certain waivers expire or are not obtained or
notices of default are delivered in respect of the Company's debt
securities, the Company could be materially and adversely affected
and lose access to its revolving credit and accounts receivable
securitization facilities.

                       About Metaldyne

Metaldyne is a leading global designer and supplier of metal-based
components, assemblies and modules for the automotive industry.
Through its Chassis, Driveline and Engine groups, the Company
supplies a wide range of products for powertrain and chassis
applications for engines, transmission/transfer cases, wheel-ends
and suspension systems, axles and driveline systems. Metaldyne is
also a globally recognized leader in noise and vibration control
products.


METROMEDIA INTL: Files 2003 Annual Report on Form 10-K with SEC
---------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia and the Republic of Georgia, announced that it filed
with the Securities and Exchange Commission its 2003 Annual Report
on Form 10-K.  

The Company delivered a copy of the Current Annual Report to the
Trustee of the Company's 10-1/2% Senior Discount Notes, along with
required compliance certificates, and thereby remedied within the
allowed cure period a default condition under the indenture
governing the Senior Notes.

As previously reported, the Trustee had advised the Company on
April 2, 2004 that it must provide the Trustee its filed Current
Annual Report and the compliance certificates by June 1, 2004 or
there would be an event of default under the Indenture.

Furthermore, as previously announced on May 18, 2004, the Company
received notification from the Trustee of its Senior Notes that
the Company was not in compliance with requirements of the
Indenture since it has not yet filed its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2004 with the SEC.
The Company must resolve this compliance matter no later than July
15, 2004, the sixtieth day following the receipt of the Trustee's
letter in order to avoid an event of default. The Company expects
that it will file the Current Quarterly Report within the 60-day
period.

               About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Europe and the
Republic of Georgia. These include mobile and fixed line telephony
businesses, wireless and wired cable television networks and radio
broadcast stations. The Company has focused its principal
attentions on continued development of its core telephony
businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's core telephony businesses include
PeterStar, the leading competitive local exchange carrier in St.
Petersburg, Russia, and Magticom, the leading mobile telephony
operator in the Republic of Georgia. The Company's remaining non-
core media businesses consist of eighteen radio businesses
operating in Finland, Hungary, Bulgaria, Estonia, and the Czech
Republic and one cable television network in Lithuania.


MIRANT CORPORATION: Wants To Reject TransCanada Gas Contracts
-------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, the Mirant
Corp. Debtors seek the Court's authority to reject:

   (a) Firm Service Capacity Release to Androscoggin Energy, LLC,
       under Gas Transportation Contract for Firm Transportation
       Service starting November 10, 1999 and ending November 1,
       2018 for 11,000 MMBtu/day at primary delivery point
       Draicut;

   (b) the Gas Transportation Contract for Firm Transportation
       Service starting March 9, 1999 and ending October 31,
       2018 between TransCanada Gas Services, Inc., and Portland
       Gas Transmission for 4,000 MMBtu/day at primary delivery
       point Draicut; and

   (c) the Gas Transportation Contract for Firm Transportation
       Service starting November 1, 2018 and ending March 9,
       2019 between TransCanada Gas Services, Inc., and Portland
       Gas Transmission for 15,000 MMBtu/day at primary delivery
       point Draicut.

                          The Contracts

The Contracts are embodied in a Purchase and Sale Agreement
(Margin), dated October 10, 2001, entered into among:

   * Mirant Americas Energy Marketing Canada, Ltd., or MCEM,

   * Mirant Americas Energy Marketing Investments, Inc.,

   * TransCanada Pipelines Limited,

   * TransCanada Energy, Ltd., and

   * TransCanada Gas Services, Inc.  

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that under the Purchase Agreement, the Mirant
Entities agreed to purchase substantially all of the TransCanada
Entities' assets, liabilities and business.  The Mirant Entities
are jointly and severally liable for all obligations that arise
under the Purchase Agreement.  The Contracts are the only
remaining assets, liabilities, properties or businesses purchased
under the Purchase Agreement that have not been sold to a third
party or expired by their own terms.

According to Mr. Phelan, under the Purchase Agreement, MCEM
acquired certain TransCanada Energy Assets and MAEMII acquired
certain TransCanada Gas Assets.  On November 30, 2001,
TransCanada Gas, MAEMII and Mirant Americas Energy Marketing, LP,
or MAEM, executed the Agreement Relating to Purchase and Sale
Agreement (Margin) in which the parties agreed that MAEM would
assume the obligations of MAEMII under the Purchase Agreement,
including the Contracts.  However, Mr. Phelan clarifies that the
Mirant Entities remained jointly and severally liable under the
Purchase Agreement.  On December 1, 2001, MAEM and MAEMII entered
into the Contribution, Assignment and Assumption Agreement
(Margin) and the General Conveyance (Margin) whereby MAEMII
transferred the TransCanada Gas Assets to MAEM and MAEM assumed
the TransCanada Gas Assets.

Pursuant to the Contracts, MAEM was required to take a permanent
assignment of certain firm pipeline transportation capacity on
the Portland Natural Gas Transmission System in the amount of
4,000 MMBtu/day following the Closing of the Purchase Agreement
through October 31, 2018 and 15,000 MMBtu/day from November 1,
2018 to March 9, 2019.  The point of receipt for the Firm Gas
Transportation Capacity is East Herford, New Hampshire and the
point of delivery is Haverhill, Massachusetts.  The Contracts
also required MAEM to take permanent assignment of a release of
firm capacity made by TransCanada Gas Services to Androscoggin
Energy, LLC, for 11,000 MMBtu/day, from November 10, 1999.  
Pursuant to the Contracts, MAEM was required to replace
TransCanada Gas as the party assigning the capacity to
Androscoggin, and become financially obligated to PNGTS for any
defaults by Androscoggin.  However, because the Firm Capacity
Release was not assigned to MAEM, TransCanada Gas continues to be
liable to PNGTS for any Androscoggin default, and, in turn, MAEM
would be liable to TransCanada Gas for the same default pursuant
to the PSA.  At this time, Androscoggin has not defaulted on its
obligations under the Capacity Release.

To date, Mr. Phelan informs Judge Lynn that MAEM has not taken
permanent assignment of the Firm Gas Transportation Capacity or
the Firm Capacity Release.  Following the Closing, PNGTS would
not accept MAEM as the assignee and an approved shipper, and
required TransCanada Gas to keep the Firm Gas Transportation
Capacity and Firm Capacity Release in its own name.  Instead of
taking permanent, wholesale assignment, MAEM takes assignment of
the Firm Gas Transportation Capacity on a monthly basis, and Firm
Capacity Release for which it prepays about $105,000 per month to
PNGTS directly.

In connection with the Contracts:

   * MCEM posted a Letter of Credit amounting to $562,100 in
     favor of PNGTS Operating Co., LLC, in connection with the
     4,000 MMBtu/day firm gas transportation agreement.  The
     PNGTS LC expires May 31, 2004;

   * Mirant issued a guaranty, dated December 1, 2001, for
     $100,000 on behalf of MAEM to PNGTS for the 4,000 MMBtu/day
     firm gas transportation agreement.  The guaranty was
     terminated in December 2002; and

   * MCEM posted a Letter of Credit amounting to $3,356,785 to
     TransCanada Pipelines to support its overall transaction
     activity with TransCanada Pipelines.  The TransCanada
     Pipelines LC expires September 30, 2004.

                     The Canadian Proceeding

Pursuant to the CCAA Court Order in the Canadian Proceedings, on
October 2, 2003, the Canadian Debtors engaged in a sales process
designed to sell its Canadian trading business as a going
concern.  At the closing of the bidding, there were no offers for
Mirant Canada as an ongoing business.  Rather, the offers
consisted of various combinations of offers to purchase certain
specific assets.  To that end, in March 2004, Mirant Canada
assigned most of the TransCanada transportation contracts to
Tenaska Marketing Canada.  The two TransCanada transportation
contracts that have not been assigned to Tenaska are the
Contracts the Debtors wish to reject.

Mr. Phelan contends that the Court should authorize the rejection
because the Debtors have no need of the pipeline capacity
reserved by the Contracts at any price.  The Mirant Entities
entered into the Purchase Agreement to purchase substantially all
of the TransCanada Entities assets and business, of which the
Contracts were a minor component.  Even at the time the Purchase
Agreement was executed, the Mirant Entities did not need, and
could not use, the Firm Gas Transportation Capacity.  The
Contracts are not currently, and have not previously, been used
to supply the Debtors' power plants.  The Mirant Entities agreed
to accept assignment of the Contracts only as part of the overall
transaction.  However, the Contracts are undoubtedly severable
from the Purchase Agreement and each contract stands on its own.

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


NATIONAL BENEVOLENT: Committee Gets Nod to Hire Houlihan Lokey
--------------------------------------------------------------
The Official Unsecured Creditors Committee in The National
Benevolent Associate of the Christian Church's chapter 11 cases
sought and obtained permission to retain Houlihan Lokey Howard &
Zukin Capital as its financial advisors.

The Committee expects Houlihan to:

   a. evaluate the assets and liabilities of the Debtors;

   b. analyze the financial and operating statements of the
      Debtors;

   c. analyze the business plans and forecasts of the Debtors;

   d. evaluate the prospects for debtor in possession financing,
      cash collateral usage and adequate protection therefore,
      and the prospects for any exit financing in connection
      with any plan of reorganization and any budgets relating
      thereto;

   e. provide such specific valuation or other financial
      analyses as the Committee may require in connection with
      the Cases;

   f. assess the financial issues and options concerning the
      sale of the Debtors, or any of them, or their respective
      assets or structuring any plan of reorganization; and

   g. provide testimony in court, on behalf of the Committee, if
      necessary or as reasonably requested by the Committee,
      subject to the terms of the Engagement.

Houlihan Lokey will bill the Debtors' estates:

   a. $150,000 per month; and

   b. a Transaction Fee equal to 0.9% of all consideration
      received pursuant to any Transaction by holders of general
      unsecured claims. Any Transaction Fee would be credited
      with 30% of the monthly fee paid in 7-12 months and 60% of
      any monthly fee paid after 12 months.

Headquartered in Saint Louis, Missouri, The National Benevolent
Association of the Christian Church (Disciples of Christ)
-- http://www.nbacares.org/-- manages more than 70 facilities  
financed by the Department of Housing and Urban Development (HUD)
and owns and operates 18 other facilities, including 11 multi-
level older adult communities, four children's facilities and
three special-care facilities for people with disabilities.  The
Company filed for chapter 11 protection on February 16, 2004
(Bankr. W.D. Tex. Case No. 04-50948).  Alfredo R. Perez, Esq., at
Weil, Gotshal & Manges, LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed more than $100 million in both
estimated debts and assets.


NAT'L CENTURY: Amedisys Wants Adequate Protection of Setoff Rights
------------------------------------------------------------------
Amedisys, Inc., and its affiliates seek the segregation of
certain funds because the National Century Financial Enterprises,
Inc. Debtors' settlement with The Provident Bank would eviscerate
prior protections already afforded to the Amedisys Funds, and
would deprive Amedisys of the right to a set-off and other rights
as a Class C-4 secured creditor.

Daniel A. DeMarco, Esq., at Hahn, Loeser and Parks, in Columbus,
Ohio, relates, that before the Petition Date Amedisys filed a
lawsuit in the United States District Court for the Southern
District of Ohio to obtain possession of $7,339,584 in proceeds
of non-purchased Amedisys accounts receivable wrongfully being
held by Debtors in various non-debtor banks and investment
institutions, including JP Morgan Chase Bank.  The Ohio Action
was transferred to the U.S. Bankruptcy Court for the Southern
District of Ohio and converted to an adversary proceeding.

On February 21, 2003 Amedisys commenced a separate action in
Louisiana to recover monetary damages against non-debtor parties
based on the egregious conduct of certain related non-debtor
parties, including JP Morgan, stemming from the Louisiana
defendants' refusal to return the Amedisys Funds to Amedisys.  
The prosecution of the Louisiana Action by Amedisys is currently
stayed by an August 20, 2003 Court Order.  Amedisys has sought
appellate review of the August 20, 2003 Order.

In February 2003, the Bankruptcy Court entered the Final Cash
Collateral Order.  The intention and the effect of the Final Cash
Collateral Order was to segregate the Amedisys Funds, then
residing in the NPF VI Client Reserve Account.  Included among
these funds is the Amedisys Fund, totaling to $7,339,584, plus
interest.

Mr. DeMarco admits that the Debtors addressed the need to
segregate the Amedisys Funds in subsequent versions of their Plan
and Disclosure Statement by providing for the escrow of a sum no
less than an amount equal to the Amedisys Funds pursuant to an
escrow agreement.  However, the Debtors' settlement agreement
with The Provident Bank would deprive Amedisys of one of the
benefits of the escrow -- an ability to apply the right to set
off the Amedisys Funds against the obligations owed by Amedisys
pursuant to a certain promissory note.

Amedisys asks the Court to:

   (a) segregate the Amedisys Funds from the property referred in
       the Debtors' settlement agreement with Provident to
       enforce the previously issued Court orders;

   (b) protect its set-off rights; and

   (c) protect its rights as a Class C-4 Secured Creditor
       pursuant to the Plan.

Mr. DeMarco contends that the Provident Bank Settlement would
undo material protections that exist for Amedisys under the Final
Cash Collateral Order, the Plan and the Amedisys Escrow
Agreement.  Furthermore, the Provident Bank Settlement would
transfer out of the NCFE Consolidated Debtors' estates the
Amedisys Note.

The standard requirements to allow set-off are capacity,
prepetition claim and mutuality.  Mr. DeMarco points out that
Amedisys has claims directly against National Century Financial
Enterprises, Inc., NPF Capital and NPF VI, including those
articulated in the Adversary Proceeding, the Amedisys Proofs of
Claim, including breach of contract, breach of the loan
documents, and failure to complete the set-off transaction agreed
to in November 2002, and other state law claims.

Mr. DeMarco asserts that the segregation of the Amedisys Funds,
coupled with a strict prohibition on any use, assignment and
transfer of these funds, or any alteration of any set-off rights,
or any rights as a C-4 secured creditor, pending a resolution of
the Adversary Proceeding, would be appropriate and necessary to
provide adequate protection to the interests of Amedisys.

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)


NES RENTALS: Names Andrew Studdert as New President & CEO
---------------------------------------------------------
On the heels of a successful emergence from Chapter 11 bankruptcy
in February, NES Rentals Holdings, Inc. (OTC Bulletin Board: NLEQ)
names Andrew P. Studdert its new President & CEO, effective
June 1. Studdert is the former Chief Operating Officer of UAL
Corporation/United Airlines.

NES Rentals, one of the industry's largest heavy equipment rental
companies with more than 3,000 employees and 141 branches
nationwide, generated $567 million in total revenues for 2003. The
Company employs about 250 in the Chicago area.

"We are delighted to have Andy join our organization," said NES
Chairman John P. Neafsey. "He is a dynamic and experienced leader
with a diverse background that will greatly benefit NES as it
grows and continues to capture market share. His background and
accomplishments in the transportation sector truly set him apart
from his peers. The Board is confident that Andy is the best of
all possible candidates to lead NES at this time."

Mr. Studdert previously served as COO of UAL Corporation/United
Airlines from 1999-2002. During his tenure as COO, Mr. Studdert
led United to its highest ratings in company history for on-time
performance and customer service (2002), completed the company's
largest cost-reduction effort and guided the airline through the
September 11 crisis. He also held the posts of Senior Vice
President, Fleet Operations (1997-1999) and Chief Information
Officer (1995-1997) at United.

Prior to joining United, Mr. Studdert established Andrew Studdert
& Associates, a private information technology consultancy, and
served as Executive Vice President for First Interstate Bancorp,
then the seventh largest U.S. bank holding corporation operating
in 14 Western states.

His operations background in technology, banking and finance,
makes him particularly well-suited for NES, Neafsey said. "As CIO
('95-'97) of United, Mr. Studdert was responsible for significant
upgrade of the systems infrastructure at the company, and he will
be applying those operations skills to provide overall leadership
to improving and enhancing NES's system infrastructure. His
banking background, particularly in accounting and finance, are
also a good fit for NES," which is completing a restructuring in
large part due to a significant debt burden caused by an
aggressive acquisitions profile.

"I couldn't be more excited to join NES," Mr. Studdert said. "I
have been watching this industry for more than two years and am
enthusiastic about NES's potential. I am particularly impressed
with the skill and dedication of the NES employees. I look forward
to guiding the Company on a path to growth, operational excellence
and increased profitability."

Added Neafsey: "The selection process was long and quite rigorous,
but with the help of ESS Executive Recruiters and Carl Marks
Consulting Group we were able to identify the best possible
candidate in Andy. We're pleased to welcome him aboard."

             About NES Rentals Holdings, Inc.

NES Rentals Holdings, Inc. is the fourth largest company in the
$24 billion equipment rental industry. The Company focuses on
renting specialty and general equipment to industrial and
construction end-users. It rents more than 750 types of machinery
and equipment, and distributes new equipment for nationally
recognized original equipment manufacturers. NES also sells used
equipment as well as complementary parts, supplies and
merchandise, and provides repair and maintenance services to its
customers. In addition to the rental business NES is the second
largest supplier of traffic and safety services to the
construction industry. The Company is a leading competitor in each
geographic market it reaches, from its approximately 141 locations
in 34 states and Canada.


NORTEL NETWORKS: Appoints Hon. John Manley to Board of Directors
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced that the
Hon. John Manley, Former Deputy Prime Minister of Canada, has been
appointed to the Company's Board of Directors.

"Nortel Networks is a great company, a technology engine in Canada
and one that has been successful around the world," said Manley.
"I am confident in Nortel Networks future and I am pleased to be
joining the Board of Directors. I look forward to being part of
the team as we work through the Company's immediate challenges and
build on Nortel Networks success as a leading provider of
communications networking solutions."

During his more than 15 years in public service, the Hon. John
Manley held several senior portfolios in the Canadian federal
government under former Prime Minister Jean Chretien including:
Finance Minister; Minister of Industry, Minister of Foreign
Affairs; Political Minister for Ontario; Chairman of the Cabinet
Committees on Economic Union and Social Union; and the Minister
for Infrastructure and Crown Corporations.

While serving as Minister of Foreign Affairs and following the
terrorist attacks of September 11, 2001, the Hon. John Manley was
appointed by the Prime Minister as Chairman of the Ad Hoc Cabinet
Committee on Public Security and Anti-terrorism. For his stand
against terrorism and its causes, he was named TIME Canada's
magazine "Newsmaker of the Year" in December 2001.

The Hon. John Manley has announced that he will be joining the
international law firm of McCarthy Tetrault LPP as counsel. Mr.
Manley most recently chaired a review committee reporting to the
Ontario Minister of Energy on the role of Ontario Power
Generation, which delivered its report March 2004.

Mr. Manley is a graduate of Carleton University with a Bachelor of
Arts degree. He studied at l'Universite Lausanne - Ecole de
francais moderne in 1972 and then studied law at the University of
Ottawa graduating in 1976.

Mr. Manley was also appointed to serve as a Director of Nortel
Networks Limited, the principal operating subsidiary of Nortel
Networks Corporation.

                 About Nortel Networks

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

                      *   *   *

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

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

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

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


ONE PRICE: Gets Court Nod to Hire Grant Thornton as Accountant
--------------------------------------------------------------
One Price Clothing Stores, Inc., and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Grant Thornton LLP as its
accountant and tax advisor.

The Debtors anticipate that Grant Thornton will provide tax
services required by the Debtors including, but not limited to:

   i) preparation and/or review of the income tax returns;

  ii) preparation of federal and state extensions and related
      payments (if any);

iii) preparation and/or review of property tax returns;

  iv) preparation and/or review of sales & use tax returns;

   v) preparation of business license returns; and

  vi) preparation of annual reports  Grant Thornton will charge
      the Debtors for its accounting and tax services on a
      blended hourly rate.

The Debtors will compensate Grant Thornton in a blended hourly
rates of:

         Period                            Blended Rate
         ------                            ------------
         prior to 4/15/04                  $144 per hour
         4/16/04 to 8/31/04                $108 per hour
         9/1/04 to 9/15/04                 $144 per hour
         9/16/04 to the remainder of 2004  $108 per hour

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.


OPRYLAND HOTEL: S&P Upgrades Five Series 2001-OPRY Class Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of Opryland Hotel Trust's commercial mortgage pass-through
certificates series 2001-OPRY.

The raised ratings reflect the paydown in the certificate balance
as a result of scheduled amortization and the unscheduled
principal payments triggered by the cash trap. The current loan
balance is $196.5 million, compared to $275 million at issuance.
The unscheduled principal payments accounted for $53.1 million of
the change and the scheduled amortization ($25.4 million).

The cash trap was activated when the property's performance
declined, causing the combined mezzanine and senior loan debt
service coverage (DSC) thresholds to fall below prescribed levels.
The cash trap provisions require that all excess cash flow after
debt service payments are to be used to pay down the senior
classes. As a result, the A-1 certificates have been retired and
the A-2 class has partially paid down.

In November 2003, the outstanding mezzanine loan was paid off.
With the retirement of the mezzanine loan and improved DSCs,
additional unscheduled principal payments are not anticipated at
this time. According to the servicer, Wells Fargo Bank N.A., the
actual DSC at March 31, 2004 was 1.70x. The cash trap senior loan
threshold is 1.25x.

The first mortgage is secured by a fee-simple interest in the
Opryland Hotel and Convention Center in Nashville, Tenn., a full-
service hotel and convention facility. The property caters
primarily to the group meeting segment, which accounts for
approximately 80% of the property's business. The hotel and
convention center's improvements include 2,881 guest rooms and
582,637 sq. ft. of meeting and banquet facilities. Standard &
Poor's visited the property in mid-May 2004 and met with senior
management of Gaylord Entertainment Co., the owner and operator of
the property. Standard & Poor's found the property to be in good
condition.

In the first four months of 2004, room night production for
Opryland for all future periods that are definitely booked is
170,000, compared to 130,000 rooms during the same period in 2003.
This reflects an increase in convention business. Advanced
bookings with large business groups are viewed favorably, as they
contribute to a more stabilized occupancy.

Over the past few years, the mix of the hotel's total demand
shifted toward association business from corporate business due to
a reduction in corporate travel spending. There are indications
that a recovery in corporate business is occurring. The positive
consequence of this change is that a higher component of food and
beverage revenue is expected, as corporate business generally
spends more on food and beverage than the hotel's other market
segments.

In 2003, the property's operating performance improved by 15%
compared to 2002. This reflects a very strong first quarter in
2003 due to several bookings by some very large clients. In the
first quarter of 2004, operating performance declined when
compared to the first quarter in 2003. For the full-year ending
2004, management expects operating income to be flat to slightly
down from the actual results achieved in 2003. At Dec. 31, 2003
and 2002, occupancy/revenue per available room was 72.4%/$99.59
and 68.6%/$97.80, respectively.

Standard & Poor's determined that based on the financial results
through March 2004, and considering management's 2004 forecast,
stabilized net cash flow is approximately $32 million. Standard &
Poor's estimates that at this level, DSC is 1.57x at a loan
constant of 10.2%, with a loan-to-value of 71%.

The loan has been extended through March 31, 2005, and one, 12-
month extension is still available.
     
                            Ratings Raised
    
                          Opryland Hotel Trust
        Commercial mortgage pass-thru certs series 2001-OPRY
   
                                  Rating
                     Class     To        From
                     A-2       AAA       AA
                     B         AAA       A+
                     C         A+        BBB
                     D         BB+       B
                     E         BB        B-
   

OREGON STEEL: S&P Revises Outlook to Stable from Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Oregon Steel Mills Inc. (OSM) to stable from negative. At the same
time, Standard & Poor's affirmed its ratings on the Portland,
Ore.-based company. The company has about $310 million in total
debt.

"The outlook revision reflects the improvement to the company's
financial profile due to the strong and rapid rebound in the steel
industry," said Standard & Poor's credit analyst Paul Vastola.
Favorable market conditions should remain at least through most of
2004 and enable the company to bolster its liquidity and financial
performance.

The ratings on OSM reflect its highly competitive markets,
volatile operating performance resulting from exposure to cyclical
industries, particularly the oil and gas transmission pipeline
business, and its aggressive capital structure.
     
The corporate credit rating on OSM is affirmed at 'B'. Also
affirmed are the 'B' rating on the company's $305 million first
mortgage notes due 2009, and the 'B+' rating on a $65 million
senior secured credit facility due June 30, 2005.

Oregon Steel operates two steel minimill divisions: The Oregon
Steel division, which produces plate out of the company's
Portland, Ore. mill and includes its large-diameter pipe-finishing
facility in Napa, Calif. and its 60%-owned Camrose, large-diameter
pipe and electric resistance welded pipe mill in Alberta, Canada
and; the Rocky Mountain Steel Mills division in Pueblo, Colo.,
which produces mainly rail, rod, bar, and seamless tubular
products.

The company primarily competes in markets west of the Mississippi
River and in Western Canada, where there are fewer competitors,
providing a transportation cost advantage relative to Eastern
producers. Although its product mix and customer base are somewhat
varied, the company is only modestly insulated during periods of
economic distress, as most of its markets are tied to similar end
markets. Oregon Steel is affected by intense competition, cyclical
swings in demand, and fluctuations in the price of energy, as well
as steel scrap and slab--critical raw materials. Indeed, scrap,
slab, and energy costs have risen significantly in the past
year.

However, increasing demand and reduced supply levels have enabled
steel companies to raise selling prices and implement surcharges,
more than compensating for these higher costs. The company has
also recently revised its business model and its product mix, as
it is focusing on growing its plate business, concentrating on the
West Coast market where it benefits from its closer proximity
relative to its competition. Although this will lessen the
company's production of its high-margin large-diameter pipe
products, it will somewhat reduce the volatility of the company's
performance.

Oregon Steel has a very aggressive balance sheet highlighted by a
total debt (adjusted for operating leases) to EBITDA ratio of 9.5x
for the 12 months ended March 31, 2004, and a total debt to total
capital ratio of 59%. Despite the spike in input costs and its
less value-added product mix, the company's profitability levels
improved dramatically in the first quarter ended March 2004, due
to record shipments of its plate products and higher selling
prices across its product lines.


PACIFIC GAS: Files Cost of Capital Application with CPUC
--------------------------------------------------------
Pacific Gas and Electric Company Vice President and Controller,
Dinyar B. Mistry, discloses to the Securities and Exchange
Commission that on May 12, 2004, PG&E filed a cost of capital
application with the California Public Utilities Commission to
recover in rates its:

   (a) actual cost of capital -- long term debt and costs of
       preferred stock -- from January 1, 2004 through April 11,
       2004;

   (b) new cost of capital resulting from the Utility's
       financing consummated in connection with the
       implementation of the Utility's reorganization plan on
       April 12, 2004; and

   (c) costs associated with interest rate hedges for its Chapter
       11 exit financing.

The application also requests authorization for the Utility's
forecast cost of capital and capital structure for 2005.

According to Mr. Mistry, PG&E's currently authorized:

   -- return on equity is 11.22% for its electricity and natural
      gas distribution operations and its electricity generation
      operations;

   -- cost of debt is 7.57%;

   -- cost of preferred stock is 6.05%; and

   -- capital structure is 48.00% common equity, 46.20% long-term
      debt and 5.80% preferred equity.

The December 2003 settlement agreement entered into among the
Utility, PG&E Corporation and the CPUC, provides that from
January 1, 2004 until Moody's Investor Services has issued an
issuer rating for the Utility of not less than A3 or Standard &
Poor's has issued a long-term issuer credit rating for the
Utility of not less than A-, PG&E's authorized ROE will be no
less than 11.22% per year and its authorized equity ratio will be
no less than 52%.  However, the Settlement Agreement provides
that the PG&E's authorized equity ratio for 2004 and 2005 will
equal the greater of the proportion of equity approved in the
Utility's 2004 and 2005 cost of capital proceedings or 48.6%.   
The Settlement Agreement also provides that PG&E will be allowed
to recover the reasonable costs of hedging interest rates for its
exit financing and that the costs of financing, including fees,
will be fully recoverable as part of the cost of debt to be
collected in its retail gas and electric rates without further
review.

                 Requested Authorization for 2004

PG&E has not requested a change to its currently authorized ROE
of 11.22% for 2004.  Instead, the Utility has requested an
authorized capital structure consisting of 49% common equity,
2.8% preferred equity, and 48.2% long-term debt.  The Utility's
new cost of long-term debt is 5.17% for the period from April 12
to December 31, 2004, which results in a weighted average cost of
debt for 2004 of 5.82%.  The Utility requested an authorized cost
of preferred stock of 6.76% for 2004.

The resulting overall rate of return for 2004 would be 8.49% and
PG&E's annual revenue requirement for 2004 would decrease by $106
million compared to currently authorized revenue requirements.

                 Requested Authorization for 2005

PG&E requested an authorized ROE of 11.60% for its:

   -- gas and electric distribution operations;
   -- electric generation operations; and
   -- natural gas transmission and storage operations.

PG&E's requested cost of preferred stock for 2005 is 6.42%.  PG&E
has requested an authorized capital structure for 2005 consisting
of 52% common equity, 45.5% long-term debt, and 2.5% preferred
equity.  The requested capital structure reflects an assumption
that bonds of $2 billion, secured by a dedicated rate component
are sold on January 1, 2005 and that the proceeds of the issuance
are used to rebalance PG&E's capital structure to attain the
target capital structure of 52% equity ratio as provided in the
Settlement Agreement and to fund infrastructure capital
expenditures.

Mr. Mistry notes that the California legislation to authorize the
DRC financing, Senate Bill 772, was approved by the California
Assembly on May 10, 2004.  The bill will be sent to the
California Senate for consideration.  If approved by the
California Senate, the bill will be sent to the California
Governor for signature by the end of May 2004.

For 2005, Mr. Mistry states that PG&E has requested an authorized
cost of debt of 5.94%.  PG&E's estimated cost of debt for 2005
assumes that the first tranche of DRC financing of $2 billion has
occurred on January 1, 2005.  The Utility plans to use a portion
of the proceeds from the DRC financing to redeem all or a portion
of its 2-year floating rate notes issued in March 2004.  Since
the interest rate on these floating rate notes is significantly
lower than the interest rates on the remaining long-term debt
issued in PG&E's exit financing, redeeming the two-year floating
rate notes would cause the average cost of the its remaining debt
to be higher.  The combined effect of the increased average cost
of debt, the requested ROE, and the 52% equity ratio would cause
PG&E's forecast revenue requirement for 2005 to increase by $104
million over the requested reduction for 2004 and would result in
an overall ROR of 8.90% for 2005.  This revenue requirement
change would not include the reduction in revenue requirements
that would result from the DRC financing.

Mr. Mistry explains that after the DRC financing, the 11.22% ROE
on the $2.21 billion after-tax regulatory asset established under
the Settlement Agreement would be reduced by the amount of the
financing.  Instead, PG&E would recover the cost of debt --
principal and interest -- related to the DRC financing from
customers through the dedicated rate component.

PG&E has proposed to include any electric revenue requirement
change authorized in the Chapter 11 proceeding in rates effective
January 1, 2005.  Additionally, PG&E has proposed to include any
gas revenue requirement changes authorized in the next gas
transportation rate change, annual true-up or the biennial cost
allocation proceeding.

PG&E proposes a procedural schedule for its cost of capital
application that contemplates that hearings would begin
August 23, 2004 and that the assigned administrative law judge
would issue a proposed decision by November 2, 2004.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 77; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PARMALAT: Commissioner Bondi to File Restructuring Plan by Monday
-----------------------------------------------------------------
Parmalat Extraordinary Commissioner Dr. Enrico Bondi confirms that
as previously announced at a meeting with creditors on March 26,
2004, he intends to file with the Minister for Production
Activities a plan for the restructuring of the Group and a
proposal for an agreement with creditors in order that Parmalat
can emerge from Extraordinary Administration.

Taking advantage of the changes introduced by Legislative Decree
no. 119 of May 3, 2004 that introduced new rules aimed at
facilitating the presentation and implementation of an agreement
with creditors, Extraordinary Commissioner and Presiding Judge
Dr. Vittorio Zanichelli have suspended the process to verify the
list of creditors of the following companies in Extraordinary
Administration.  The Extraordinary Commissioner intends to
present a proposal for an agreement with creditors in relation to
these companies:

                                        PREVIOUSLY PUBLISHED
     COMPANIES                              HEARING DATE
     ---------                          --------------------
     Parmalat SpA                              May 19, 2004
     Parmalat Finanziaria SpA                  May 26, 2004
     Eurolat SpA                               May 31, 2004
     Lactis SpA                                June 4, 2004
     Dairies Holding International bv         June 28, 2004
     Parmalat Finance Corporation bv          June 28, 2004
     Parmalat Capital Netherlands bv          June 29, 2004
     Parmalat Netherlands bv                  June 29, 2004
     Olex sa                                  June 30, 2004
     Parmalat Soparfi sa                       July 1, 2004
     Geslat srl                                July 2, 2004
     Parmaengineering srl                      July 2, 2004
     Contal srl                                July 6, 2004
     Eurofood IFSC Limited                     July 7, 2004
     Eliair srl                           September 2, 2004
     Newco srl                            September 2, 2004
     Panna Elena C.P.C. srl               September 3, 2004
     Centro Latte Centallo srl            September 3, 2004

[Article 3, comma 1, point d) of Legislative Decree of May 3, 2004
no. 119 allows the Extraordinary Commissioner, even before the
presentation of a proposed agreement with creditors, to ask the
Presiding Judge to suspend the verification process to establish
the total of indebtedness of the company or companies towards
creditors.]

As a result of this provision by the Presiding Judge the various
hearings referred to above to establish the total indebtedness of
these companies will now not take place.  This will simplify the
claims process for creditors.  Given what follows, creditors are
still encouraged to continue to register claims to be included in
the list of the companies' creditors by following the procedures
that are set out on the Court website
http://web.ltt.it/tribunale/home.htmsince these claims will  
still be considered.

The Extraordinary Commissioner's intention is to file with the
Minister of Production Activities a restructuring plan and a
proposed agreement with creditors, including a provisional list
of creditors, very shortly.  The current objective, as
communicated to the meeting with creditors that took place on 26
March 2004 is that the plan and the proposed agreement with
creditors will be filed on May 31, 2004.

As foreseen under Italian law, the agreement will be subject to
the approval of creditors.  As normal, only those creditors that
are registered in the final list that the Presiding Judge will
compile with the cooperation of the Extraordinary Commissioner
will be eligible to vote.

In order to be sure to be able to exercise their vote on the
agreement, and in any case so as to be recognized as creditors
ahead of any distribution, interested parties:

     (1) Should continue to register their claims to be included
         in the list of creditors.  From those claims received a
         provisional list of creditors will be compiled by the
         Extraordinary Commissioner.  Creditors are recommended
         to follow this procedure in as much as this will keep to
         a minimum the task of addressing with those issues
         arising out of point 2.

     (2) The claims received after the Extraordinary Commissioner
         will have filed the provisional of creditors and before
         the end of a period to be determined by the Presiding
         Judge will be considered by the Judge as comments on the
         provisional list compiled by the Extraordinary
         Commissioner, on the amounts of credits indicated and on
         the claims to preferential treatment.  Creditors that
         decide not to file their claims can, however, present
         documents and written submissions containing their
         observations on the provisional list of creditors drawn
         up by the Extraordinary Commissioner, on the amounts of
         the credits indicated and on relevant claims to
         preferential treatment.  The Presiding Judge will use
         these claims and comments to complete or update the
         provisional list of creditors prepared by the
         Extraordinary Commissioner and to produce a definitive
         list of named creditors.

Bond issues, like all other credits acknowledged by the companies
listed above, will be included in the list of creditors even for
that portion for which no named creditors have made a specific
claim.  In any case all bondholders are encouraged to register
their claims for inclusion in the list of creditors since only
those creditors named in the Presiding Judge's list will be
eligible to vote.

In the coming weeks the Extraordinary Commissioner will issue
press releases that will detail the restructuring plan and the
proposed agreement with creditors.  It is also his intention to
call a further meeting of creditors, the timing of which will also
be made public.

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


PERFORMANCE MATERIALS: Court Says Only Some Causes of Action Sold
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida was
called on to answer whether some or all causes of action were sold
when Performance Materials Inc.'s assets were sold at auction.  
The Honorable Michael Williamson rules that the answer is some,
not all.  

The issue before the bankruptcy court is the interpretation of an
order (Doc. No. 85) authorizing the sale of an asset in
Performance Material's bankruptcy case when it was being
administered as a chapter 7 case.  The case was originally filed
under chapter 11, in March 2001.  The Debtor is a corporation
established by Alan Morris, the plaintiff in the adversary
proceeding brought to the Bankruptcy Court, formed for the purpose
of acquiring the assets of a business owned by defendant Joseph
Puleo.  The business dispute which arose between the Messrs.
Morris and Puleo concerns Mr. Puelo's obligations under a covenant
not to compete (which was listed as an asset in the bankruptcy
schedules filed in the original chapter 11 case).  More
specifically, the potential violation by Mr. Puleo of the covenant
not to compete was listed in the bankruptcy schedules and
described as a "possible cause of action against former owner
Charles Joe Puleo," under the category of property titled "other
contingent and unliquidated claims of every nature."

                           Background

Unfortunately, the chapter 11 case was unsuccessful and it was
voluntarily converted to a chapter 7 case, and John Brook was
appointed as the chapter 7 trustee.  The Action, as set forth in
the schedules, is one of the assets to be administered by the
Trustee.  Mr. Brook, in January of 2002, during the course of his
administration of the chapter 7 estate, filed a report and notice
of intention to sell property of the estate, which included the
Action.  The Notice of Intention describes the Action as the
"potential lawsuit for violation of non-compete against Charles J.
Puleo."  The original sale price was $250.00 and the potential
buyer was Mr. Puleo.  The sale, as is typical of bankruptcy sales,
also provides that no warranties of any kind are provided and that
the sale was subject to higher and better offers.

Although it may seem peculiar to be selling a lawsuit against a
person to the person who is the defendant, this a common practice
in bankruptcy court, because the defendant is thus given an out
from litigation and usually will offer something just for the
finality of having pending litigation resolved.  The defendant
then dismisses the lawsuit against the defendant.  In a typical
case, that ends the litigation.

At the time the Notice of Intention was filed, Alan Morris and the
Debtor had pending before the Circuit Court of the Thirteenth
Judicial Circuit a suit against Charles Puleo, Florida Pool
Finishers, Inc., and Performance Marcite, Inc.  Objections to the
proposed sale were filed by two parties, Mr. Morris and CIT, the
primary secured lender of the Debtor.  CIT held a floating Article
9 lien on the Debtor's contract rights and general intangibles,
and therefore asserted a claim.   To the extent that the potential
lawsuit constituted either of those, CIT did not want to waive its
claim to credit bid.

The Circuit Court scheduled a hearing to hear objections to the
sale by the two parties, Mr. Morris and CIT.  The Circuit Court
sustained the objections and ordered an auction of the Action,
which produced a higher bid by Mr. Puleo in the cash amount of
$9,900.00.  The Order authorizing the sale by the Trustee to Mr.
Puleo states in relevant part that:  "[t]he Court approves the
sale of the estate's tort and non-contract claims to Joseph Puleo
for the sum of $9,900 (cash). . . ."

         Judge Williamson Reviews The Law Controlling
        The Order Authorizing Sale Of The Action Asset

Mr. Puleo asserted in the state court action that the effect of
the Order was to actually convey all of the bankruptcy estate's
tort and non-contract claims against not only himself but also
against other parties, including Mr. Morris and Mr. Morris'
attorney Buddy Ford and Mr. Ford's law firm, Buddy Ford P.A.    
This large assertion, writes Judge Williamson, has caused Messrs.
Morris and Ford to invoke the jurisdiction of the Bankruptcy Court
to seek a declaration as to whether Mr. Puleo's assertion is
valid.  The Court concludes that Mr. Puleo's assertion does not
have merit.

The actual party is the bankruptcy trustee, Judge Williamson
explains; it is the trustee who has the function of liquidating
the bankruptcy estate, with the accompanying power of selling the
assets of the bankruptcy estate.  "Where a sale is not in the
ordinary course of business, as was the situation here, court
approval is necessary.  Armed with court authority, the trustee
then sells or liquidates the assets.  In the ordinary case, the
trustee obtains the authority from the court to conduct a private
sale or an auction.  The order granting such authority may not
even be very specific and may only generally describe the assets
for sale at an auction."

Judge Williamson observes also that while the order granting
authority under which the trustee acts may be very broad, the
Bankruptcy Rules have specific requirements for conducting such
sales.  For example, the Judge cites Bankruptcy Rule 6004 (f)
requiring that a notice be filed with the court providing a
statement of the specific property sold and the name of each
purchaser.  Additionally, Judge Williamson cites Bankruptcy Rule
2002 (c)(1) which also requires that parties in interest receive
notice of the proposed sale which gives a general description of
the property to be sold.

In the instant case before the Bankruptcy Court, writes the Judge,
the Notice of Intention described the asset being sold as the
"potential lawsuit for violation of non-compete against Charles J.
Puleo."  There was no issue as to adequacy of service to creditors
nor was there any objection regarding the content of the  content
of the Notice of Intention.

The operative document that effectuates the sale, continued Judge
Williamson's Opinion, is the assignment.  In this case, the
assignment specifically transfers the estate's interest in the
Action for violation of the non-compete agreement against Charles
J. Puleo, Performance Marcite, Inc. and Florida Pool Finishers,
Inc. to Charles Puleo.

Thus, it is clear, in light of the language in the Notice of
Intention and in the Assignment as well, that the Trustee only
sold and assigned to Mr. Puleo the non-contract rights and claims
that the estate had against Mr. Puleo, Performance Marcite and
Florida Pool Finishers.  There is no ambiguity present, observes
Judge Williamson, because, while the Order authorizing the sale is
broader than the Assignment and the Notice of Intention, the Order
itself does not operate to cause the sale to occur.  The Order
merely authorizes the sale by the Trustee, who in turn must
function within the terms of the Notice of Intention and the
Assignment, as provided by the Bankruptcy Rules cited above,
concludes Judge Williamson.

Accordingly, the Court declares that the parties' rights under the
Notice of Intention and Order are limited to the sale of the
claims of the Debtor against Charles Puleo, Performance Marcite
and Florida Pool Finishers as they appear in the Notice.  

The case is In re Performance Materials Inc., Bankr. M.D. Fla.,
Case No. 01-3452-8W7, Adv. Pro. No. 03-516.  The Plaintiffs,
Performance Materials, Inc., Alan Morris, individually, and his
attorney Buddy Ford, Esq., were represented by Buddy Ford, Esq.,
in Tampa, Florida.   Brett Wadsworth, Esq., in Tampa, Florida,
represented the Defendants, Florida Pool Finishers Inc., Joseph
Puleo, individually, and himself.  


PILLOWTEX CORPORATION: Opts To Procure Replacement D&O Policy
-------------------------------------------------------------
The Pillowtex Corporation Debtors currently maintain a $40,000,000
insurance program to cover certain liabilities of their directors
and officers.  The Existing Policy covers claims arising during
the one-year period ending May 24, 2004, on which date the
program's coverage is due to expire, subject to renewal.  Being a
"layered" policy, the Existing Policy is under multiple insurance
providers, with primary coverage provided by National Union Fire
Insurance of Pittsburgh, Pennsylvania.  According to Gilbert R.
Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel, in
Wilmington, Delaware, the aggregate annual premium payments under
the Existing Policy total $1,069,000, which have been paid in full
by the Debtors through May 24, 2004.

In light of the approaching expiration of the Existing Policy,
the Debtors discussed with their officers and directors, their
insurance broker, and the Official Committee of Unsecured
Creditors, the renewal of coverage.  At the Committee's request,
the Debtors reassessed their coverage needs and explored the
possibility of procuring alternative replacement policies that
would reduce their annual premium payments.

Subsequently, the Debtors determined to procure a replacement
policy to be provided entirely by National Union.  The
Replacement Policy will effectively extend the Existing Policy at
a reduced amount of coverage for claims that:

   -- arose from May 24, 2003 through the end of the coverage
      period; and

   -- are actually brought before the end of the coverage period.

The material terms of the Replacement Policy are:

   Coverage Amount:       $5,000,000, inclusive of defense
                          expenses

   Retention:             None

   Term:                  May 24, 2004 through May 24, 2005,
                          subject to renewal

   Coverage:              The Debtors' past, present and future
                          directors, officers and employees

   Premium:               $175,000 per year

Under the proposed Replacement Policy, the premiums that would be
due represent an annualized reduction of $894,000, more than 80%
as compared with the premiums under the Existing Policy.

Procuring and maintaining the Replacement Policy, and paying
premiums under the Replacement Policy constitutes a use of
property that is within the ordinary course of the Debtors'
business, as contemplated by Section 363(c) of the Bankruptcy
Code, Mr. Saydah says.  However, in an abundance of caution, the
Debtors seek the Court's permission to:

   (a) procure and maintain the Replacement Policy as replacement
       to the Existing Policy; and

   (b) perform Replacement Policy obligations, including the
       payment of premiums and associated policy renewal costs.

The Debtors believe that obtaining the Replacement Policy is
necessary to the effective administration of their estates.  
although the Debtors have ceased all of their manufacturing
operations, they continue to own and control substantial real and
personal property assets, all of which must be maintained, both
to preserve the value for creditors and to comply with applicable
law.  The Debtors also continue to reconcile and settle claims,
sell assets, and either reject or assume and assign executory
contracts.  The Debtors' ability to perform these tasks and
continue administering their estates for the benefit of their
creditors would be severely jeopardized if they were unable to
retain their officers and directors.

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)    


RCN CORPORATION: Files for Chapter 11 Protection in S.D. New York
-----------------------------------------------------------------
RCN Corporation announced that its senior secured lenders and
members of an ad hoc committee of holders of its Senior Notes have
agreed to support a financial restructuring on the terms set forth
below. In order to facilitate the restructuring, RCN Corporation,
the parent holding company, and several non-operating subsidiaries
have filed voluntary petitions for reorganization under Chapter 11
of Title 11 of the United States Code in the U.S. Bankruptcy Court
for the Southern District Court of New York.

In connection with the proposed financial restructuring, RCN also
announced that it has entered into a commitment letter with
Deutsche Bank Securities Inc. pursuant to which Deutsche Bank has
committed to provide the Company with new financing upon the
consummation of the plan of reorganization. The new financing will
consist of (i) a $310 million first lien facility, including a
$285 million term loan facility and a $25 million letter of credit
facility, and (ii) a $150 million second lien facility. Each of
the facilities will be guaranteed by all of RCN's wholly owned
domestic subsidiaries and secured by substantially all the assets
of RCN and its wholly owned domestic subsidiaries. Each of the
facilities will contain prepayment provisions, covenants and
events of default customary for facilities of this nature. Closing
and funding for each of the facilities is subject to satisfaction
of customary conditions precedent for facilities of this nature.

"We continue to believe that our strategy of selling bundled
services over a broadband network will define the future of the
industry," said Chairman and CEO David C. McCourt. "This has been
proven true over the last several months as competitors continue
to emulate our strategy. Today's filing is very positive news for
RCN employees and customers. RCN can reduce its debt and emerge as
a stronger, more efficient company, giving us a competitive
advantage in the long run."

In the event that the financial restructuring is completed in
accordance with the terms outlined below, RCN estimates that
today's $1.66 billion of indebtedness to the senior secured
lenders and noteholders could be reduced to approximately $480
million.

"This was a careful, proactive and deliberate process that
achieved a consensus among all these stakeholders," said John
Dubel, President and Chief Operating Officer who led the
restructuring process. "Having worked on many telecom
restructurings, I am very optimistic about RCN emerging quickly
from Chapter 11 because its underlying business strategy remains
sound." The Company said it planned to emerge from Chapter 11 in
the fourth quarter of 2004.

In connection with the Chapter 11 filings, RCN has obtained
waivers from its existing Lenders that waive any events of default
caused by the Chapter 11 filings and amend the minimum cash
requirements under its existing senior secured credit facility.
RCN reiterated that today's Chapter 11 filing is not expected to
result in any disruption of service to RCN's customers.

   Summary of the terms of the financial restructuring:

   -- On the effective date of a plan of reorganization or
      sooner, the existing senior secured credit facility will be
      repaid in full in cash, unless any existing lender elects to
      roll its outstandings into the new facility.  All undrawn
      letters of credit will be either replaced on the effective
      date of a plan of reorganization or cash collateralized on
      terms agreed by the issuing bank.

   -- On the effective date of a plan of reorganization, each
      holder of an allowed general unsecured claim will receive,
      in exchange for its total claim (including principal and
      interest in the case of a bond claim), its pro rata portion
      of 100% of the fully diluted new common stock of reorganized
      RCN, before giving effect to (i) any management incentive
      plan and (ii) the exercise of the equity warrants described
      below, if any.

   -- Holders of RCN's existing preferred stock and common stock
      will receive, on a basis to be determined, equity warrants
      that are exercisable into two percent of reorganized RCN's
      common stock (before giving effect to any management
      incentive plan,) with a two-year term beginning on the
      consummation of a plan of reorganization, and set at a
      strike price equivalent to an enterprise valuation of $1.66
      billion. Holders of existing warrants and options will not
      be entitled to receive a distribution under the plan of
      reorganization on account of such interests.

   -- On the effective date of a plan of reorganization, all
      obligations under the Commercial Term Loan and Credit
      Agreement, dated as of June 6, 2003, among the Company, the
      lenders party thereto and HSBC Bank USA, as agent (the
      "Evergreen Facility"), will either (i) remain outstanding on
      terms agreed upon between the Company and the lenders under
      the Evergreen Facility or as otherwise permitted by the
      Bankruptcy Code or (ii) be refinanced in whole or in part.

   -- On the effective date of a plan of reorganization, the sole
      equity interests in reorganized RCN will consist of new
      common stock, the equity warrants described above and equity
      interests to be issued in any management incentive plan.

   -- On the effective date of a plan of reorganization, there
      will be no debt, security or other material obligation of
      reorganized RCN other than indebtedeness or securities
      described above and obligations arising in the ordinary
      course of reorganized RCN's business.

"Ultimately this agreement was achieved since all of us believe
that RCN has a solid long-term business plan," said Russ Belinsky,
Senior Managing Director of Chanin Capital Partners, financial
advisors to the Noteholders' Committee. "We are eager to see a
stronger RCN emerge with the right capital structure."

The agreement reached between RCN and its creditors covers the
broad economic terms of the financial restructuring and not all
material terms expected to be contained in a plan of
reorganization. The agreement is not binding on RCN or the
creditors with whom it was negotiated and not all RCN stakeholders
are party to this agreement or participated in its negotiations.
Therefore, there can be no assurance that the current agreement
will result in a binding definitive agreement and fully consensual
plan of reorganization, or if such plan of reorganization is
reached, when or if such plan will be approved by all RCN
stakeholders entitled to vote thereon. In addition, the
implementation of a plan of reorganization is dependent upon a
number of conditions typical in similar reorganizations, including
court approval of the plan and related solicitation materials and
approval by the requisite stakeholders of RCN. In addition, the
financing to be provided by Deutsche Bank is subject to material
conditions including confirmation of a plan of reorganization, no
material adverse effect on the business, operations, financing or
finances of RCN and its subsidiaries, no material change in market
conditions or on the ability of Deutsche Bank to syndicate the new
financing and the achievement of certain financial performance
criteria. There can be no assurances that these conditions or the
other conditions to the financing will be met. Additional terms
and conditions of a plan of reorganization will be outlined in a
Disclosure Statement which will be sent to creditors and security
holders entitled to vote on the plan of reorganization after it is
approved by the bankruptcy court.

RCN is represented by AlixPartners LLC, The Blackstone Group L.P.,
and Skadden, Arps, Slate, Meagher & Flom LLP.

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

                    About RCN Corporation

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


RCN CORPORATION: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: RCN Corporation
             fka RCN Telecom Corporation
             105 Carnegie Center
             Princeton, New Jersey 08540

Bankruptcy Case No.: 04-13638

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Hot Spots Productions, Inc.                04-13637
      RLH Property Corporation                   04-13639
      RCN Finance, LLC                           04-13640
      TEC Air, Inc.                              04-13641

Type of Business: The Debtor is a provider of bundled
                  telecommunications services.
                  See http://www.rcn.com/

Chapter 11 Petition Date: May 27, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsels: Frederick D. Morris, Esq.
                   Jay M. Goffman, Esq.
                   Skadden Arps Slate Meagher & Flom LLP
                   Four Times Square
                   New York, NY 10036-6522
                   Tel: 212-735-2262
                   Fax: 917-777-2262

Total Assets: $1,486,782,000

Total Debts:  $1,820,323,000

Debtor's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
HSBC Bank USA                 11.125% Senior        $315,995,000
452 Fifth Avenue              Discount Notes due
New York, New York 10018      2007

HSBC Bank USA                 9.8% Senior Discount  $290,289,000
452 Fifth Avenue              Notes due 2008
New York, New York 10018

HSBC Bank USA                 10.125% Senior        $202,871,000
452 Fifth Avenue              Notes due 2010
New York, New York 10018

HSBC Bank USA                 10.0% Senior          $160,879,000
452 Fifth Avenue              Notes due 2007
New York, New York 10018

HSBC Bank USA                 11.0% Senior Discount $139,472,000
452 Fifth Avenue              Notes due 2008
New York, New York 10018

Bombardier Inc.               Trade                     $194,126

Affinitas Corporation         Trade                      $60,284

Nextel Communications         Trade                       $9,170

Boise Cascade Office Products Trade                       $7,218

Sony Music Studios            Trade                       $2,039

Gels Film Lighting Pty Ltd    Trade                       $1,287

Encore                        Trade                       $1,031

Warrenwood Studios            Trade                         $880

Nortel Networks               Trade                         $466

Pitney Bowes                  Trade                         $362

Universal Access              Trade                         $250

Hello World Communications    Trade                          $72


RELIANCE GROUP: Still Unable To File Financial Reports With SEC
---------------------------------------------------------------
Paul W. Zeller, President and CEO of Reliance Group Holdings,
tells the Securities and Exchange Commission in a Form 12b-25
filing on May 19, 2004, that RGH has been unable to complete the
work necessary to issue audited financial statements for fiscal
year 2000 or any subsequent fiscal year.  Unless this work is
completed by Deloitte & Touche, LLP, and an audit opinion is
issued, it will not be possible to prepare a Form 10-Q for the
fiscal quarter ended March 31, 2004.

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)    


SAFETY-KLEEN: Trustee Releases First Quarter 2004 Report
--------------------------------------------------------
Oolenoy Valley Consulting, LLC, represented by Donna L. Culver,
Esq., at Morris Nichols Arsht & Tunnell in Wilmington, Delaware,
presents its First Quarterly Report as Trustee under the Safety-
Kleen Creditor Trust Agreement for the period commencing December
24, 2003 through March 31, 2004.  The beneficiaries of the Trust
are the holders of Allowed Claims in Classes 4 through 7 under the
Plan.

                       The Trust Assets

Under the Plan, the Reorganized Debtors irrevocably transferred a
Cash Component Trust Distribution totaling $1,091,220, and the
Trust Claims, consisting of a total of 418 Avoidance Claims they
previously filed.

During the Reporting Period, the Trustee recovered $157,905 from
the settlement of various Avoidance Actions.  Ten actions were
dismissed as a result of:

       (1) settlements reached between the Reorganized Debtors
           and the defendants before the Plan's Effective Date;

       (2) an ensuing bankruptcy by the defendant; or

       (3) an inability to effect service of process on the
           proper defendant.

At the end of the Reporting Period, a number of actions have been
settled in principle, for which settlement proceeds in excess of
$500,000 remain outstanding.  The Trustee, through its counsel,
continues to negotiate with many defendants in the Avoidance
Actions in an effort to resolve those claims in a prompt and cost-
effective manner.

Disbursements totaling $153,828 were made from the Cash Component
Trust Distribution during the Reporting Period.

The Creditor Trust's assets are to be used to pay and reimburse
the costs and expenses associated with the administration of the
Trust.  Any remainder is to be distributed pro rata to the holders
of Allowed Class 6 and 7 Claims.

              The Laidlaw Distribution and Cash Component

On December 24, 2003, the Reorganized Debtors irrevocably
transferred to the Creditor Trust the Laidlaw Distribution and
Cash Component totaling $28,382,792.88.  These assets are held in
"constructive trust," together with any amounts retained or
received in that connection, for the benefit of holders of Allowed
Class 4 and 5 Claims.

There were no distributions from the Laidlaw Distribution and Cash
Component Distribution during the Reporting Period.

                    The PwC Litigation Distribution

The Reorganized Debtors are parties to a civil damages action
captioned "Safety-Kleen Corp. v. PricewaterhouseCoopers LLP and
PricewaterhouseCoopers LLP (Canada)," pending in the Circuit Court
of South Carolina, Richland County.  The Reorganized Debtors'
lenders are parties to a civil action captioned "Toronto Dominion
(Texas), Inc. et al. v. PricewaterhouseCoopers, LLP" pending in
the State Court of Fulton County, Georgia.

Under the Trust, the holders of Allowed Claims in Classes 4
through 7 will receive a pro rata distribution of 20% of the net
proceeds, if any, from the PwC Litigation Claim, and the Lenders'
PwC Litigation Claim in excess of $200 million, after
reimbursement of the actual fees and expenses incurred by the
Reorganized Debtors and Lenders in connection with those actions.

As of the end of the Reporting Period, the suits remain pending.  
The Trustee is unable to make any current estimate either as to
the likelihood or timing of any recovery from those actions.

                         Claims Reconciliation

As of the beginning of the Reporting Period, there were:

       -- 2,640 claims and scheduled liabilities in Class 4
          totaling $561,149,000; and

       -- 21,100 claims and scheduled liabilities in Class 7
          totaling $4,474,000,000.

As a result of the Trustee's success in prosecuting claims
objections and, in many cases, obtaining voluntary withdrawals of
claims, as of the end of the Reporting Period:

       -- 640 Class 4 claims and scheduled liabilities totaling
          $519,653,000 remained; and

       -- 21,530 Class 7 claims and scheduled liabilities totaling
          $3,711,186,000 remained.

The increase in the number of Class 7 claims is largely
attributable to the reclassification of claims from Class 4 to
Class 7.

The Trustee is working diligently to reconcile the remaining
claims in Classes 4 through 7.  However, due to the large number
of claims remaining to be reconciled and the limited number of
objections that can be filed by the Trustee on a monthly basis
under local court rules, the Trustee is seeking to extend the
deadline by which it may file claims objection through December
18, 2004.

In addition to the claims reconciliation activity, the Trustee is
seeking to amend the Trust Agreement to reduce expenses.

                Income and Distributions by the Trustee

                             Classes       Classes
                              4 & 5         6 & 7        Total
                          ------------  ------------  -----------
Cash receipts:
   Initial funding         $28,382,793    $1,091,220  $29,474,013
   Preference collections           --       157,905      157,905
                          ------------  ------------  -----------
                            28,392,793     1,249,125   29,631,918

Cash receipts from
investing activities:
   Interest income              21,725           796       22,521

Cash disbursements
from trust operations:
   Distributions                    --            --           --
   Trust expenses                   --       153,828      153,828
                          ------------  ------------  -----------
                            28,404,518     1,096,093   29,500,611

Net increase in cash        28,404,518     1,096,093   29,500,611
Cash, period beginning              --            --           --
Cash, period end           $28,404,518    $1,096,093  $29,500,611
                          ============  ============  ===========
(Safety-Kleen Bankruptcy News, Issue No. 78; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


SOUTHWEST RECREATIONAL: Has Until July 12 to Decide on Leases
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Northern District of
Georgia, Southwest Recreational Industries, Inc., and its debtor-
affiliates obtained an extension of their lease decision period.  
The Court gives the Debtors until July 12, 2004 to decide whether
they should assume, assume and assign, or reject their unexpired
nonresidential real property leases.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,  
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir
Meyerowitz, Esq., Mark I. Duedall, Esq., and Matthew W. Levin,
Esq., at Alston & Bird, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.


SPECTAGUARD: Barton Acquisition Plan Spurs S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured debt ratings on security officer
services provider SpectaGuard Acquisition LLC (conducting business
under the name Allied Security Inc.) on CreditWatch with negative
implications.

The CreditWatch placement follows the May 24, 2004, announcement
by Allied Security stating that it had signed an agreement to
acquire Atlanta, Ga.-based Barton Protective Services. Negative
implications means that the ratings could be lowered or affirmed
following Standard & Poor's review.

King of Prussia, Pa.-based Allied Security had about $178.4
million of total debt outstanding at Dec. 31, 2003.
     
"Although terms of the transaction were not publicly disclosed, we
believe that the acquisition will likely be debt financed," said
Standard & Poor's credit analyst David Kang. "We expect that the
company would remain highly leveraged and that any potential
incremental debt related to the purchase could result in a weaker
financial profile for the company."

Standard & Poor's will continue to monitor developments and will
meet with management to discuss the company's business strategy,
future capital structure, and financial policy before resolving
the CreditWatch listing.

Allied Security is the third-largest participant in the U.S.
contract security officer services industry.


SPIEGEL GROUP: Outlines Spiegel Catalog Sale Bidding Protocol
-------------------------------------------------------------
At the Spiegel Group Debtors' request, the Court authorizes them
to conduct an auction to determine the highest and best offer for
substantially all of the assets of Spiegel Catalog, Inc., Spiegel
Publishing Co., Spiegel Catalog Services, LLC, and Spiegel Group
Teleservices-Canada, Inc., subject to these bidding procedures:

   (a) Qualified Overbids

       The Debtors have agreed to require a minimum initial
       overbid of greater than:

       (1) $2,300,000 -- which amount represents the sum of:

           * the $2,000,000 Purchase Price;

           * the $50,000 Overbid Increment; and

           * the $250,000 maximum amount of Expense
             Reimbursement; plus

       (2) the consideration to the Debtors arising from the
           assumption of the Assumed Liabilities under the
           Purchase Agreement between the Debtors and Spiegel
           Catalog International Limited; plus

       (3) all other consideration to the Debtors under the
           Purchase Agreement.

   (b) Delivery of Overbid

       A Qualified Overbidder who desires to make a bid must
       deliver its good-faith deposit via wire transfer in
       Account No. 3752186004 at Bank of America, in Dallas,
       Texas, ABA No. 111000012 -- account in the name of
       Spiegel, Inc. -- in an amount equal to or greater than
       $350,000.  This amount is the sum of:

       * $50,000, which represents the amount of Spiegel Catalog
         International's deposit; plus

       * $250,000, representing the maximum Expense Reimbursement
         amount; plus

       * the $50,000 Overbid Increment.

       The Qualified Overbidder must deliver a copy of its
       Required Bid Documents to:

       (1) Shearman & Sterling, LLP
           599 Lexington Avenue
           New York, New York 10022
           Attention: Andrew V. Tenzer, Esq.
                      atenzer@shearman.com

       (2) Miller Buckfire Lewis Ying & Co.
           250 Park Avenue, 19th Floor
           New York, New York 10177
           Attention: Stuart Erickson
                      stuart.erickson@mbly.com

       (3) Chadbourne & Parke, LLP
           30 Rockefeller Plaza
           New York, New York 10112
           Attention: David LeMay, Esq.
                      dlemay@chadbourne.com

       (4) Spiegel Catalog, Inc.
           c/o Spiegel, Inc.
           3500 Lacey Road
           Downers Grove, Illinois 60515
           Attention: Robert H. Sorensen, General Counsel
                      robert_sorensen@spgl.com

       (5) Spiegel Catalog International Limited
           Suite 902, 61 Spain Garden Lane
           1980 Luo Xiu Road, Minhang
           Shanghai, China 201100
           Attention: Jordan Rosenberg
                      jordan@pangeaholdingsltd.com
                      David Evatz
                      devatz@gosrr.com

       (6) Gould & Ratner
           222 North LaSalle Street, Eighth Floor
           Chicago, Illinois 60601
           Attention: Christopher J. Horvay, Esq.
                      chorvay@gouldratner.com

       (7) Kaye Scholer, LLP
           425 Park Avenue
           New York, New York 10022
           Attention: Gary B. Bernstein, Esq.
                      gbernstein@kayescholer.com

       so as to be received not later than June 11, 2004 at
       4:00 p.m.

   (c) Auction

       If the Debtors determine, in consultation with their
       professionals and the Creditors Committee, that one or
       more Qualified Overbids has been timely tendered, the
       Auction, if required, will commence at 10:00 a.m. on
       June 15, 2004, before the Honorable Cornelius Blackshear,
       United States Bankruptcy Judge for the Southern District
       of New York, at the United States Bankruptcy Court,
       Courtroom 601, in One Bowling Green, New York.

       The Bidding will begin at the purchase price stated in the
       highest or otherwise best Qualified Overbid, and will
       subsequently continue in minimum increments of at least
       $50,000 higher than the previous Qualified Overbid.  All
       subsequent bids submitted by Spiegel Catalog International
       will be "cash only" and will not be deemed to include a
       credit in an amount equal to the sum of the maximum amount
       of the Expense Reimbursement.  No entity may object to any
       overbid not made by Spiegel Catalog International on the
       grounds that after deduction of the maximum amount of the
       Expense Reimbursement, that overbid is not the highest
       bid.

   (d) Determination of the Highest and Best Bid

       Upon conclusion of the Auction, the Debtors, in
       consultation with the Creditors Committee, will:

       * review each Qualified Overbid on the basis of financial
         and contractual terms and other factors relevant to the
         sale process, including those factors affecting the
         speed and certainty of consummating the sale of the
         Spiegel Catalog Assets; and

       * identify the Successful Bid and the second highest and
         best offer for the purchase of the Spiegel Catalog
         Assets.

       The Debtors, after consultation with the Creditors
       Committee may:

       -- determine, in their business judgment, which Qualified
          Overbid, if any, is the highest or otherwise best
          offer; and

       -- reject, at any time before the Court enters an Order
          approving a Qualified Overbid, any bid that they
          determine to be inadequate or insufficient, not in
          conformity with the requirements of the Bankruptcy Code
          or the terms and conditions of the Purchase Agreement,
          or contrary to their best interests and that of their
          estates and their creditors.

   (e) The Sale Hearing

       A hearing to approve the sale of the Spiegel Catalog
       Assets to Spiegel Catalog International or, alternatively,
       to the Successful Bidder will be conducted immediately
       after the Auction.  If the Successful Bidder fails to
       consummate an approved sale because of a breach or failure
       to perform on its part, the Back-up Bid, as disclosed at
       the Sale Hearing, will be deemed to be the Successful Bid
       and the Debtors will be authorized, but not required, to
       consummate the sale with the Back-up Bidder without
       further Court order.

   (f) Failure to Close

       If any sale of the Spiegel Catalog Assets to a Qualified
       Overbidder other than Spiegel Catalog International fails
       to close for any reason and Spiegel Catalog International
       has made the Back-up Bid, then Spiegel Catalog
       International will purchase the Spiegel Catalog Assets on
       the terms and conditions set forth in the Purchase
       Agreement and at the final purchase price bid by Spiegel
       Catalog International at the Auction, without requiring
       further Court approval.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


STELCO: Liquidity Solutions Soliciting to Purchase Claims
---------------------------------------------------------
Liquidity Solutions, Inc., wants to buy claims against Stelco,
Inc., (TSX:STE) from creditors caught-up in the steel company's
CCAA restructuring.  

"Our firm represents investors who purchase receivables in
bankruptcy [and] receivership situations," LSI says in a recent
letter circulated to troubled company professionals, "and we would
like to indicate our interest in your client's claim(s) against
[Stelco]."  

For additional information about LSI's offer and payment terms,
contact:

     Mike Richards
     LIQUIDITY SOLUTIONS INC.
     One University Plaza, Suite 518
     Hackensack, NJ 07601
     Tel: (201) 968-0001
     Fax: (201) 968-0010
     mrichards@liquiditysolutions.com

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


Ernst & Young, the Monitor appointed by the Canadian Court, filed
its Fourth Report earlier this month.  The Report provides an
update on developments surrounding the Company's Court-supervised
restructuring under the Companies' Creditors Arrangement Act.  The
full text of the Fourth Report of the Monitor is available through
a link on Stelco's Web site at http://www.stelco.ca/


STRUCTURED ASSET: Fitch Upgrades 5 & Affirms 13 RMBS Ratings
------------------------------------------------------------
Fitch Ratings upgrades five and affirms thirteen classes of
Structured Asset Securities Corp. (SASCO) residential mortgage-
backed certificates, as follows:

Structured Asset Securities Corp., mortgage pass-through
certificates, series 1998-ALS2

         --Class A affirmed at 'AAA';
         --Class B-1 affirmed at 'AAA';
         --Class B-2 affirmed at 'AAA';
         --Class B-3 upgraded to 'AA' from 'A+';
         --Class B-4 upgraded to 'BBB+' from 'BB';
         --Class B-5 affirmed at 'B'.

Structured Asset Securities Corp., mortgage pass-through
certificates, series 1999-ALS1

         --Class A affirmed at 'AAA';
         --Class B-1 affirmed at 'AAA';
         --Class B-2 affirmed at 'AAA';
         --Class B-3 affirmed at 'AA';
         --Class B-4 affirmed at 'A+';
         --Class B-5 affirmed at 'A-'.

Structured Asset Securities Corp., mortgage pass-through
certificates, series 2000-ALS2

         --Class A affirmed at 'AAA';
         --Class B-1 upgraded to 'AAA' from 'AA+';
         --Class B-2 upgraded to 'AA' from 'A+';
         --Class B-3 upgraded to 'A' from 'BBB';
         --Class B-4 affirmed at 'BB';
         --Class B-5 affirmed at 'B'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support. The affirmations
reflect credit enhancement consistent with future loss
expectations.


SUGARLOAF BREWING: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sugarloaf Brewing Company
        RR #1, P.O. Box 2268
        Carrabassett Valley, Maine 04947

Bankruptcy Case No.: 04-11025

Debtor affiliate filing separate chapter 11 petition:

      Entity                         Case No.
      ------                         --------
      S.B.C. Inc.                    04-11026

Type of Business: The Debtor operates restaurant and brewery.
                  See http://www.sugarloafbrewing.com/

Chapter 11 Petition Date: May 25, 2004

Court: District of Maine (Bangor)

Debtor's Counsel: Michael A. Fagone, Esq.
                  Bernstein, Shur, Sawyer & Nelson
                  P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: 207-774-1200

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
Sugarloaf Brewing Company   $0 to $50,000       $1 M to $10 M
S.B.C. Inc.                 $100,000-$500,000   $500,000 to $1 M

A. Sugarloaf Brewing Company's 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Ken Leeman                                  $16,058

Perry Associates                            $15,759

Reg Perry                                    $5,000

Creative Printed Forms                       $3,554

Castine Leasing                              $3,000

Water Treatment                              $2,113

Carvic Food Service                          $2,097

Great Western Malting                        $1,752

Dennis Levasseur                             $1,274

Maine Employers Mutual                       $1,048

Cumulus Broadcasting                           $960

Hanover Insurance                              $955

Management Tools                               $651

Central Maine Power Company                    $572

TDS Telecom                                    $186

Quest                                          $110

TDS Telecom                                     $92

B. S.B.C. Inc.'s 4 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Carrabassett Sanitary District              $18,439

Town of Carrabassett Valley                  $6,808

Perry Associates                             $2,894

Hanover Insurance                            $1,338


SUPERMARKET INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Supermarket, Inc.
        770 Main Street
        Osterville, Massachusetts 02655

Bankruptcy Case No.: 04-14447

Type of Business: The Debtor is a supermarket operating in
                  Osterville, Massachusetts.

Chapter 11 Petition Date: May 25, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsels: John M. McAuliffe, Esq.
                   Kathryn Skahan, Esq.
                   McAuliffe & Associates, P.C.
                   430 Lexington Street
                   Newton, MA 02466
                   Tel: 617-558-6889

Estimated Assets: $250,000

Estimated Debts:  $1,300,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bozzuto's Inc./AB Small       Inventory                 $371,167
Business Invest
275 Schoolhouse Rd.
Cheshire, CT 06411

Hostetter Realty                                         $80,000

Republic Leasing                                         $38,000

Agar Supply Company                                      $34,150

Retail Services                                          $26,533

Tracker 1                                                $18,000

M.F. Foley                                               $16,300

Prima Provisions                                         $16,000

American Express                                         $12,198

Keyspan                                                  $11,500

NStar                                                    $11,408

Aro's Poultry Farm                                        $8,100

RJ Franney Mechanical                                     $7,000

George Weston Bakeries                                    $5,668

Papperidge Farm Cookies                                   $4,745

Nabisco Biscuit Co.                                       $4,500

Coca Cola Bottling Co.                                    $4,000

MaCrae Provisions                                         $3,737

Mullare News Agency                                       $3,592

Browning-Ferris Industries                                $3,587


TRAVEL PLAZA: Wants Until Sept. 29 to File a Chapter 11 Plan
------------------------------------------------------------
Travel Plaza of Baltimore II, LLC, along with Calverton Hotel
Venture, LLC, wants more time to propose a chapter 11 plan and
solicit acceptances of that plan.  The Debtors tell the U.S.
Bankruptcy Court for the District of Maryland, Baltimore Division,
that they need until September 29, 2004, to prepare and file a
plan and, during that time, they want to preclude other parties-
in-interest from filing a plan.  The Debtors also ask the Court
for an extension, through November 28, 2004, to solicit
acceptances of any plan they file from their creditors.

The Debtors report that they have negotiated an agreement for the
sale of the Property and various related assets in conjunction
with the operation of the hotel on the Property to
Northstar Management, Inc. for $10.5 million

Although the size of the Debtors' business may not be large by
some standards, they are in the process of selling substantially
all of their assets. The outcome of the sale of the Property will
directly affect the formulation of a plan or plans of
reorganization in these cases.

Although there is no creditors' committee in this case, the
Debtors and the Lender have been engaged in discussions in an
effort to resolve existing issues. The Lender has been involved in
the Asset Sale process.

The final terms of the Asset Sale will not be known until late
June. Accordingly, it is not possible for the Debtors to prepare
adequate information regarding any proposed plan until after the
Exclusive Filing Period has expired.

Headquartered in Baltimore, Maryland, Travel Plaza of Baltimore
II, LLC, a hotel company, filed for chapter 11 protection on
February 2, 2004 (Bankr. Md. Case No. 04-12481).  Cameron J.
Macdonald, Esq., Karen Moore, Esq., and Kevin G. Hroblak, Esq., at
Whiteford Taylor & Preston L.L.P. represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed both estimated debts and assets of more
than $10 million.


UNITED AIRLINES: California Statewide Wants to Exercise Set-Off
---------------------------------------------------------------
The California Statewide Communities Development Authority is a
joint powers authority sponsored by the California State
Association of Counties and the League of California Cities.  Cal
Statewide is organized pursuant to Chapter 5 of Division 7 of
Title 1 of the Government Code of the State of California.  Cal
Statewide is authorized to issue revenue bonds to pay the cost
and expenses of acquiring, or constructing publicly owned or
operated commercial aviation airports and airport facilities.

Cal Statewide issued tax-exempt revenue bonds in four separate
transactions:

   (1) The Special Facilities Lease Revenue Bonds 1997 Series A
       (United Air Lines, Inc. - San Francisco International
        Airport Projects) on August 1, 1997 for $154,845,000;

   (2) The Special Facilities Revenue Bonds, Series 1997 (United
       Air Lines, Inc. - Los Angeles International Airport
       Projects) on November 1, 1997 for $190,240,000;

   (3) The Special Facilities Revenue Bonds, 2000 Series A
       (United Air Lines, Inc. - San Francisco International
       Airport Terminal Projects) on November 1, 2000, for
       $33,200,000; and

   (4) The Special Facilities Revenue Bonds, Series 2001 (United
       Air Lines, Inc. - Los Angeles International Airport Cargo
       Project) on April 1, 2001, for $34,590,000.

HSBC Bank USA is the Indenture Trustee for the 1997 SFO and LAX
Transactions.  BNY Western Trust is the Indenture Trustee for the
2000 SFO Transaction.  U.S. Bank is the Indenture Trustee for the
2001 LAX Transaction.

Because the Bonds are limited obligations of Cal Statewide, and
are payable from amounts received from the Debtors to the
Indenture Trustees, Cal Statewide is a conduit issuer.  The
obligations and liabilities are imposed directly on the Debtors
as the direct private beneficiaries of the bond proceeds.  Cal
Statewide merely facilitates the issuance of the Bonds and
operates as a conduit.

R. Dale Ginter, Esq., at Downey & Brand, in Sacramento,
California, tells Judge Wedoff that Cal Statewide's costs and
overhead must be paid, as its member agencies do not provide
contributions.  Cal Statewide charges initial issuance fees and
annual fees to the private user of the exempt facility, which in
this case, are the Debtors in the Bond Transactions.  Each of the
Financing Agreements governing the Bond Transactions provides for
three types of fees, only two of which are extant to the Debtors:

   (1) The Initial Fee, which ranges from 0.05% to 1.5% of the
       principal.  The Initial Fees were paid at the closing of
       the Bond Transactions;

   (2) An Annual Fee of 0.045% of the principal on the first day
       of each Bond Year; and

   (3) Any out-of-pocket expenses incurred by Cal Statewide.

Cal Statewide was unfamiliar with the Debtors before the 1997 SFO
Transaction, so it was unwilling to issue the Bonds unless the
Debtors posted collateral to ensure payment of its fees.  As a
result, the Debtors posted $1,000,000 in an escrow account with
Wells Fargo Bank.  The Debtors posted another $1,000,000 in
collateral for the 1997 LAX Transaction.  Cal Statewide and the
Debtors revised the Escrow Agreement so the entire $2,000,000 was
pledged as collateral to secure all the Debtors' obligations
under either the SFO or LAX Transactions.  In other words, the
$2,000,000 cross-collateralized both Transactions.  No additional
collateral was pledged for the 2000 and 2001 Transactions.

Mr. Ginter asserts that the Debtors owe Cal Statewide $286,161 in
annual fees, which is collateralized by the $2,000,000 on
deposit.  Therefore, Cal Statewide asks the Court to lift the
automatic stay to exercise its remedies as a secured creditor by
setting off the annual fees with the collateral.

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: Elects R. Stanley to Board & Consolidates Finance Dept
------------------------------------------------------------------
The Board of Directors for US Airways Group Inc., elected Ronald
E. Stanley to the board, effective immediately.

The Board also approved the promotion of three senior officers as
part of the consolidation of the company's finance department.  
David M. Davis, previously chief financial officer, is now
executive vice president and chief financial officer.  Anita P.
Beier, previously vice president and controller is now senior vice
president and controller.  Eiliff Serck-Hanssen, previously vice
president-finance and treasurer, is now senior vice president-
finance, and treasurer.  Beier and Serck-Hanssen report to Davis,
who in turn reports to Lakefield.  These three officers are
handling the responsibilities of a fourth position, which will
remain vacant.

US Airways Group, Inc. Chairman Dr. David G. Bronner said, "We are
pleased to have been able to attract such a high-caliber and
reputable individual as Ronald Stanley to our board.  The Board's
actions reflect an ongoing effort to build and maintain a strong
management team and build a partnership with our employees."

Stanley is currently a director of Scholefield, Turnbull &
Partners, a business travel consulting firm based in London, vice
chairman and director of Decatur Foundry Inc., and strategic
partner of Venpartners LLC.  He previously was chief operating
officer and director, HSBC Equator, and vice president at Harris
Bank.  He also held several key positions at the Royal Bank of
Canada Europe, including general manager, Europe, Middle East and
Africa.  Stanley was a member of the executive committee for RBC
Dominion Securities, culminating a four-year tenure as senior
vice president and general manager of the bank's European
division.  Stanley served in the U.S. Air Force in the U.S.,
Europe, and South East Asia.  He is a veteran of the Vietnam War.

Davis joined US Airways in April 2002 as vice president of
financial planning and analysis and was responsible for operating
and capital budgeting, divisional cost control, financial
analysis, and transactions support.  Prior to joining US Airways,
Davis held the position of vice president - financial planning
and analysis for Budget Group, Inc.  Previously, he held key
finance positions at both Delta Air Lines and Northwest Airlines.  
Davis holds an MBA in finance and a bachelor of science degree in
aerospace engineering, both from the University of Minnesota.

Beier is responsible for the management of all accounting
functions for US Airways Group, Inc., and its subsidiaries,
including financial reporting, revenue accounting, accounts
payable and payroll.  She came to the airline from CSX Corp.,
where she held a number of positions in financial management.  
Beier also was chief financial officer of American Commercial
Lines and an economist for the Federal Railroad Administration.
She holds a bachelor of science degree in business administration
and a master's in business administration from the University of
Maryland.

Serck-Hanssen is responsible for US Airways' capital markets and
aircraft financing, insurance programs, risk and cash management,
pensions, investments programs, treasury, tax and fuel.  Before
joining US Airways, Serck-Hanssen spent six years with Northwest
Airlines as managing director of finance and assistant treasurer.  
While at Northwest, his responsibilities included bank and airport
bond financing, credit and collections, insurance and risk
management, fleet planning, flight profitability, labor analysis,
alliance finance and the development of the company's business
plans.  His professional career included work for PepsiCo, where
he oversaw an aggressive program for expansion into Vietnam.  He
also worked for PricewaterhouseCoopers in London and is a member
in good standing of the Institute of Chartered Accountants in
England and Wales.  He has an MBA from the University of Chicago,
a BA in management science from the University of Kent, UK, and a
BSc in civil engineering from University of Bergen, Norway. (US
Airways Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USL FINANCIALS: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: USL Financials, Inc.
        900 South Washington Street
        Falls Church, Virginia 22046
        
Bankruptcy Case No.: 04-22572

Type of Business: The Debtor is the leading full encumbrance
                  fund accounting system, offering all the
                  enterprise financial management features
                  needed today by government agencies,
                  not-for-profit agencies and educational
                  institutions.
                  See http://www.uslfinancials.com/

Chapter 11 Petition Date: May 21, 2004

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Robert B. Scarlett, Esq.
                  Scarlett & Croll, P.A.
                  201 North Charles Street, Suite 600
                  Baltimore, MD 21201-4110
                  Tel: 410-468-3100
                  Fax: 410-332-4026

Total Assets: $1,170,824

Total Debts:  $2,582,674

Debtor's 15 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
USL Fund, Inc.                           $1,800,000

Professional Consultancy Int'l Corp.       $240,666

900 South Washington LLC                   $216,000

Professional Consulting Services, Inc.     $166,102

World Com Long Distance                    $126,153

PDS                                          $8,488

Piracle-Create-A-Check                       $6,321

Kyorcera Mita American, Inc.                 $6,212

World Com UUNet Internet Connection          $4,525

Hartford Insurance Company                   $2,196

Pan-Am. Retirement & Investment Corp.        $2,181

Best Software                                $1,273

Allison, Slutsky & Kennedy PC                $1,230

CBS Digital Solutions                          $750

Securian                                       $579


U.S. ONCOLOGY: S&P Lowers Corporate Credit Rating to B+ from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based cancer-services company US Oncology
Inc. to 'B+' from 'BB'.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating and '2' recovery rating (indicating a 80%-100%
recovery of principal in the event of default) to US Oncology's
proposed $400 million term loan maturing in 2011 and $100 million
revolving credit facility maturing in 2010.

Standard & Poor's also assigned its 'B-' rating to the company's
proposed $200 million senior unsecured notes maturing in 2012, and
assigned its 'B-' rating to the company's proposed $475 million
senior subordinated notes maturing in 2014.

In addition, the ratings were removed from CreditWatch, where they
were placed on March 22, 2004, due to concerns about the
anticipated increase in US Oncology's debt leverage as part of its
merger agreement with financial sponsor Welsh, Carson, Anderson &
Stowe IX L.P. (WCAS). The outlook is stable.

"The rating actions reflect US Oncology's additional financial
obligation and weakened financial profile due to the proposed
leveraged buyout by WCAS," said Standard & Poor's credit analyst
Jesse Juliano. "Additionally, we remain concerned about the coming
2005 change in Medicare prescription drug reimbursement."

Proceeds from the new debt, along with $145 million of on-hand
cash and $313 million of new equity, will be used to buyout US
Oncology's existing equity and refinance its existing debt. Pro
forma for the transaction, the company will have approximately
$1.1 billion of debt outstanding.


US UNWIRED: Secures Requisite Consents to Amend 13-3/8% Sr. Notes
-----------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR) announced that pursuant to its
previously announced tender offer and consent solicitation for any
and all of its $400,000,000 aggregate face amount of 13-3/8%
senior subordinated discount notes due 2009, that it has received
the requisite consents to adopt the proposed amendments to the
indenture governing 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. The proposed amendments eliminate substantially all of
the restrictive covenants and certain events of default in the
indenture.

The Company and U.S. Bank National Association, in its capacity as
Trustee under the indenture, executed a supplemental indenture
setting forth the proposed amendments on May 25, 2004. Notes
tendered pursuant to the Offer may no longer be validly withdrawn,
and the related consents may no longer be validly revoked. The
proposed amendments to the indenture will be of no effect if the
Notes are not accepted for payment and paid for pursuant to the
terms of the Offer. The proposed amendments are binding upon the
holders of the Notes, including those not tendered into the Offer.

The consent solicitation period expired at 5:00 P.M., New York
City time, on May 25, 2004. Holders that tender their Notes after
such date and on or prior to 12:00 midnight, New York City time,
on June 9, 2004, unless the Offer is extended, will receive the
tender price of $1,020 per $1,000 face amount of Notes, but such
tendering Holders will not receive the consent payment that is
payable to holders that tendered their Notes prior to the
expiration of the consent solicitation period.

Lehman Brothers is the sole Dealer Manager and Solicitation Agent
for the Offer. Questions regarding the Offer may be directed to
Lehman Brothers, Inc. Liability Management Group, at (800) 438-
3242 (US toll-free) and (212) 528-7581 (collect). Copies of the
Offer to Purchase and Consent Solicitation Statement may be
obtained from the Information Agent for the Offer, D.F. King &
Co., Inc., at (800) 290-6431 (US toll-free) and (212) 269-5550
(collect).

                      About US Unwired

US Unwired Inc., headquartered in Lake Charles, La., holds direct
or indirect ownership interests in five PCS affiliates of Sprint:
Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and
Gulf Coast Wireless. Through Louisiana Unwired, Texas Unwired,
Georgia PCS and IWO Holdings, US Unwired is authorized to build,
operate and manage wireless mobility communications network
products and services under the Sprint brand name in 67 markets,
currently serving over 650,000 PCS customers. US Unwired's PCS
territory includes portions of Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, Texas,
Massachusetts, New Hampshire, New York, Pennsylvania, and Vermont.
For more information on US Unwired and its products and services,
visit the company's web site at http://www.usunwired.com/US  
Unwired is traded on the OTC Bulletin Board under the symbol
"UNWR".


U.S. WIRELESS: Sells Synapse Platform to TNS Inc.
-------------------------------------------------
TNS, Inc. (NYSE:TNS), a leading provider of business-critical,
cost-effective data communications services for transaction-
oriented applications, announced it has acquired certain assets of
U.S. Wireless Data, Inc., the provider of wireless transaction
delivery and gateway services to the payments processing industry
that filed bankruptcy under Chapter 11 in March 2004.

In this acquisition TNS acquired the Synapse platform, which
enables wireless point-of-sale/point-of-service transactions in
existing as well as expanding vertical markets. Synapse offers
wireless payment solutions for a variety of merchants including
Taxi and Limousine companies, Towing services, Arts and Crafts
shows, Mobile Concession and Souvenir Stands and Outdoor Markets.

Jack McDonnell, Chairman and CEO of TNS, commented, "This is the
first acquisition for TNS since going public in March and is
exactly the type of strategic acquisition we will continue to look
for in the future. Not only does this acquisition augment our
current wireless abilities, but the addition of the Synapse
capabilities broadens our wireless data transport services and
helps to jump start our entrance into new markets such as Quick
Serve Restaurants (QSRs)." The QSR market represents over 100,000
service locations in the United States alone with an estimated
$129 Billion in annual revenue and transactions numbering
approximately 11 Billion annually.

Said, Brian Bates, President and CEO of TNS, "We are very excited
to combine the technology of Synapse with the data network
management expertise and experience of TNS. The addition of the
Synapse platform broadens TNS' wireless data transport services to
meet the current and future needs of our customers."

                    About TNS

TNS, Inc. is one of the leading providers of business-critical,
cost-effective data communications services for transaction-
oriented applications. TNS provides rapid, reliable and secure
transaction delivery platforms to enable transaction authorization
and processing across several vertical markets and trading
communities.

Since its inception in 1990, TNS has designed and implemented
multiple data networks, each designed specifically for the
transport of transaction-oriented data. TNS is able to provide
mission critical transaction data transport via Dial Up, VPN, IP
or Wireless communication. TNS' networks support a variety of
widely accepted communications protocols and are designed to be
scalable and accessible by multiple methods incorporating the
latest technologies. These technologies include CDPD, Mobitex,
DSL, Persistent Dial, CDMA and GPRS. TNS' network technologies
have been deployed in the United States and internationally, and
TNS' networks have become preferred networks servicing the trading
community, wireless and wireline carriers, and the electronic
payment processing and dial-up automated teller machine markets.
For further information about TNS, refer to http://www.tnsi.com/

                  About U.S. Wireless Data

Headquartered in New York, New York, U.S. Wireless Data, Inc.  
-- http://www.uswirelessdata.com/-- is a Delaware corporation   
that provides proprietary enabling solutions and wireless  
transaction delivery and gateway services to the payments  
processing industry.  The company filed for chapter 11 protection  
on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12075).  Alan David  
Halperin, Esq., at Halperin & Associates represent the Debtor in  
its restructuring efforts.  When the Company filed for protection  
from its creditors, it listed $2,719,000 in total assets and  
$5,709,000 in total debts.


WESTAFF INC: Reports Increased Revenues for Second Fiscal Quarter
-----------------------------------------------------------------
Westaff, Inc. (NASDAQ:WSTF), a leading provider of temporary light
industrial, clerical/administrative and call center staff,
reported financial results for its second fiscal quarter, which
ended April 17, 2004.

Revenue for the second quarter of fiscal 2004 was $131.2 million,
up $14.7 million or 12.7% from the second quarter of fiscal 2003.
Domestic revenue increased 8.2%, primarily as a result of an
increase in billed hours of 6.6%. International revenue increased
31.7%, largely due to the effect of favorable exchange rates.
Excluding the effect of exchange rate fluctuations, international
revenue increased 9.1% reflecting continued sales growth,
particularly in the United Kingdom and Australia.

"I am very pleased with the increase in revenue for the quarter,"
commented Westaff President and CEO Dwight S. Pedersen. "The
increased revenue is an indication of the success of our focused
sales and marketing programs as well as a strengthening in the
overall economy."

Gross margin for the quarter was 16.8% compared with 17.0% for the
second quarter of 2003. The lower gross margin primarily reflects
increases in workers' compensation costs and in state unemployment
insurance rates.

Selling and administrative expenses decreased $1 million for the
second quarter of fiscal 2004 compared to the fiscal 2003 quarter.
As a percentage of revenue, selling and administrative expenses
were down from 14.8% in the second quarter of fiscal 2003 to 12.4%
in 2004. Selling and administrative expenses in the current
quarter were reduced by a gain of $0.7 million relating to the
sale of the former executive headquarters building in Walnut
Creek, California.

The Company reported operating income of $0.7 million in the
second quarter of 2004 compared with a loss of $2.3 million in
2003. The Company also reported net income of $0.2 million, or
$0.01 per share, for the second quarter of 2004 compared with a
net loss of $2.7 million, or $(0.17) per share in the 2003
quarter.

"I am also pleased to report that nearly all domestic offices are
running on our recently developed, proprietary front-office
system," commented Mr. Pedersen. "I believe that the improved
functionality and productivity this system provides are enabling
our field management and staff to focus on consistent, quality
service to our customers and on an improved sales process."

For the first 24 weeks of fiscal 2004, revenue increased $19.4
million or 8.3% over the same period in fiscal 2003. The Company
reported operating income from continuing operations of $0.4
million as compared to an operating loss of $2.5 million for the
fiscal 2003 period.

                   Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended January 24, 2004,
filed with the Securities & Exchange Commission, Westaff, Inc.
reports:
                
"In addition to its borrowings under debt facilities, the
Company's liquidity is dependent upon a variety of factors
including its operating performance, accounts receivable, the
timing of cash inflow and outlays and other economic factors, many
of which are outside the control of management.  There can be no
assurance that the Company will not face potential cash
shortfalls, which, even if for a short period of time, could have
a material adverse effect on the Company's business and financial
condition.  If the Company were to experience significant or
prolonged cash shortfalls, the Company would need to pursue
additional debt or equity financing; however there can be no
assurance that such alternatives could be obtained.

"The Company and its lending agents executed a fourth amendment to
the Company's Multicurrency Credit Agreement which, among other
things, eliminated events of default on an EBITDA covenant as of
November 1, 2003 and  through January 24, 2004.  In the event the
Company is out of compliance with one or more covenants in the
future, there can be no assurance that its lenders would grant a
waiver or amendment with respect to those covenants, which could
have a significant adverse effect on the Company's financial
condition and operations."

                      About Westaff Inc.

Westaff provides staffing services and employment opportunities
for businesses in global markets. Westaff annually employs
approximately 150,000 people and services more than 14,000 client
accounts from more than 260 offices located throughout the U.S.,
the United Kingdom, Australia, New Zealand, Norway and Denmark.
For more information, please visit our Web site at
http://www.westaff.com/


WORLDCOM INC: Enters Into Choice One Settlement Agreement
---------------------------------------------------------
The Worldcom Inc. Debtors and Choice One Communications, Inc., are
parties to several prepetition contracts for the purchase and sale
of telecommunications services.  Choice One asserts that the
Debtors owe them $3.856 million as outstanding balance for
services rendered prepetition.  The Debtors dispute owing Choice
One $1.940 million of the MCI Prepetition Debt.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, in
Houston, Texas, contends that Choice One owes the Debtors $1.304
million for prepetition services the Debtors provided.  However,
Choice One disputes owing $700,000 of the Choice One Prepetition
Debt.  In addition, Choice One withheld $151,000 from amounts
invoiced by the Debtors for postpetition services.

To resolve their disputes, the Debtors and Choice One negotiated
a settlement agreement.  The salient terms of the Court-approved
Settlement Agreement are:

   (a) The Debtors' Prepetition Debt will be reduced to
       $1,916,710 and the Choice One Prepetition Debt will be
       $1,303,948;

   (b) The Debtors and Choice One will offset $1,303,948 against
       their prepetition debts, thereby completely absolving
       the Choice One Prepetition Debt and reducing the MCI
       Prepetition Debt to $612,762, which amount will be waived
       by Choice One; and

   (c) Effective April 16, 2004, Choice One will pay the Debtors
       $150,523 in cash or other immediately available funds in
       full satisfaction of the Choice One Postpetition Debt.

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)  


* Gardere Wynne Listed Among Top Business Law Firms in Texas
------------------------------------------------------------
Gardere Wynne Sewell has been recognized as one of the top law
firms in Texas in the second annual listing of "America's Leading
Lawyers for Business."

In addition, nine firm partners have been named among the best in
their areas of practice, including one partner who shares the
honor as the state's top business bankruptcy litigation attorney.

Chambers USA, an annual guide published by London-based Chambers &
Partners, recognizes the leading individual attorneys and top
business law firms in the United States. The firms and attorneys
selected for the merit- based listing were chosen based on
interviews with more than 4,500 private attorneys and in-house
counsel across the United States.

"We are extremely proud to have been recognized by other attorneys
for the quality of the work we do for our clients," says Gardere
Managing Partner Steve Good. "As a full service firm it is
rewarding to see that we have the respect of our peers in a wide
variety of specialized practice areas."

Gardere and individual firm partners earned recognition in eight
of the 16 areas of law highlighted in Chambers USA. The firm was
ranked among Texas' top business law firms in the fields of
antitrust, bankruptcy, corporate/mergers & acquisitions,
insurance, intellectual property, real estate, tax, and
technology/communications.

In each practice area, a select number of individual attorneys
also received personal accolades in recognition of their work.

Firm partners recognized among the top in their fields of
expertise include the following:

    Antitrust -- Curtis L. Frisbie Jr.
    Bankruptcy -- Holland O'Neil, Deirdre B. Ruckman
    Corporate: Mergers and Acquisitions -- Larry Schoenbrun
    Litigation: Bankruptcy -- Richard M. Roberson
    Intellectual Property -- Kenneth R. Glaser
    Tax -- Allen B. Craig III
    Technology: Communications -- Frank Putman, Peter Vogel


Additionally, Kevin L. Kelley and James Cooper were cited for
their work in leading the firm's real estate and insurance groups,
respectively.

                        About Chambers

Chambers & Partners is the publisher of Commercial Lawyer
magazine, the United Kingdom's leading monthly legal publication.
The company also publishes several merit-based guides to leading
lawyers.

                 About Gardere Wynne Sewell LLP

Gardere Wynne Sewell LLP, an AmLaw 200 firm, was founded in 1909
and is one of the Southwest's largest full-service law firms. With
offices in Austin, Dallas, Houston, Mexico City and Washington,
D.C., Gardere provides legal services to private and public
companies and individuals in areas of litigation, corporate, tax,
environmental, labor and employment, intellectual property and
financial services.


* Deloitte Consulting to Expand Strategy & Operations Practice
--------------------------------------------------------------
Deloitte Consulting LLP announced that it has agreed to purchase
certain assets of Gunn Partners, a division of Exult, Inc.
(Nasdaq: EXLT) that specializes in organization transformation and
selling, general and administrative (SG&A) effectiveness and
efficiency services for Global 1000 Companies. The assets will be
integrated into Deloitte Consulting's Strategy & Operations
Practice, expanding the firm's capabilities in enterprise-wide
cost reduction services, shared services, finance and human
resource transformation, corporate strategy and restructuring, and
outsourcing and offshoring advisory services.

The asset purchase agreement, between Deloitte Consulting and
Exult, entered into on May 25, 2004, follows Deloitte Consulting's
hiring of five senior consulting practitioners from Gunn Partners
in early April 2004.

"A key focus of our Strategy & Operations Practice is to expand
and extend Deloitte Consulting's capabilities in CFO services,
SG&A effectiveness, shared services and enterprise-wide cost
reduction service offerings," said Doug Lattner, National Managing
Director, Deloitte Consulting LLP. "The Gunn Partners team brings
superior experience in these areas as well as a strong base of
clients. We look forward to working with our new colleagues to
enhance our advisory footprint."

Omar Aguilar, former Gunn Partners managing director who is now a
principal with Deloitte Consulting, said, "We are delighted to
become part of Deloitte Consulting, a leader in strategy and
operations advisory services that shares our commitment to
transforming organizations and delivering value- centered client
service."

In addition to Mr. Aguilar, senior practitioners who joined
Deloitte Consulting's team consist of Rick Ferraro, David Peach,
Jeffrey Liss and Michael Monroe.

                      About Deloitte

Deloitte, one of the nation's leading professional services firms,
provides audit, tax, financial advisory services and consulting
through nearly 30,000 people in more than 90 U.S. cities. Known as
an employer of choice for innovative human resources programs, the
firm is dedicated to helping its clients and its people excel.
"Deloitte" refers to the associated partnerships of Deloitte &
Touche USA LLP (Deloitte & Touche LLP and Deloitte Consulting LLP)
and affiliated entities. Deloitte is the US member firm of
Deloitte Touche Tohmatsu. For more information, please visit
Deloitte's web site at http://www.deloitte.com/us/

Deloitte Touche Tohmatsu is an organization of member firms
devoted to excellence in providing professional services and
advice. We are focused on client service through a global strategy
executed locally in nearly 150 countries. With access to the deep
intellectual capital of 120,000 people worldwide, our member firms
(including their affiliates) deliver services in four professional
areas: audit, tax, financial advisory services and consulting.
They serve over one-half of the world's largest companies, as well
as large national enterprises, public institutions, and
successful, fast- growing global growth companies.

Deloitte Touche Tohmatsu is a Swiss Verein (association), and, as
such, neither Deloitte Touche Tohmatsu nor any of its member firms
has any liability for each other's acts or omissions. Each of the
member firms is a separate and independent legal entity operating
under the names "Deloitte," "Deloitte & Touche," "Deloitte Touche
Tohmatsu" or other related names. The services described herein
are provided by the member firms and not by the Deloitte Touche
Tohmatsu Verein. For regulatory and other reasons certain member
firms do not provide services in all four professional areas
listed above.

                     About Exult, Inc.

Exult (EXLT) is the innovator and leading outsourcer in the HR-led
BPO market. Meeting an increasingly critical need for Global 500
companies and other large complex corporations, Exult provides
comprehensive Human Resources outsourcing solutions and expertise
in high volume business processes, including related Finance and
Accounting and Procurement offerings.

Exult offers tailored solutions to a diverse client base by
leveraging its customizable and scalable Multi-Process
Outsourcing(SM) operational platform, which includes Multi-Client,
Multi-Center, Multi-Channel, Multi-Shift and Multi-Shore
capabilities. Exult uses Six Sigma standards to design, measure
and deliver its processes to provide a high quality service
experience to clients.

Exult is the proven cost-effective BPO resource for Global 500
clients seeking increased flexibility to strategically advance
their businesses. Exult's quality delivery reduces costs, improves
productivity, streamlines operations and provides responsive
service to clients' employees throughout the world. For more
information, visit http://www.exult.com/


* John Manley to Air Restructuring Views at June 15 TMA Workshop
----------------------------------------------------------------
Former Finance Minister and Deputy Prime Minister of Canada, the
Honourable John Manley, will have much in common with the
corporate renewal professionals attending his keynote address at
the Turnaround Management Association's Advanced Education
Workshop, June 15 at the University of Toronto.

They all have experience in financial restructurings and in
"telling it like it is." These turnaround management pros are
likely to hear the outspoken Manley, now counsel to the
international law firm of McCarthy Tetrault LLP, tell why the
review panel he headed advised the Ontario government to rebuild
nuclear facilities to address the province's power crisis and the
"monumental mess," as Manley put it, at Ontario Power Generation.
Manley will also recap where the North American economy is going
and why improving the closely intertwined economic and security
relationship between the U.S. and Canada is so vital.

Manley's appearance at 11:45 a.m. on Tuesday closes the June 14-15
workshop held at the J.L.L. MacLeod Auditorium at the University
of Toronto campus, 1 King's College Circle. Other presentations
during the 1 1/2-day workshop blend research presented by
academics from law and business schools at Dartmouth, Harvard,
Boston College, University of British Columbia, and New York
University with practical applications by some of the most
recognized attorneys and practitioners in the turnaround
management industry.

Panel topics include:

      -- Air Pockets Encountered by United Airlines and Air
         Canada: a Comparative Overview

      -- Outlook for 2004-2005 of Defaulted Bonds and Bank Loans

      -- Current Issues in Corporate Governance

      -- Canadian/U.S. Approaches to Labor and Pension Issues in a
         Turnaround

      -- Performance of Firms Emerging from Chapter 11

      -- International Comparison of Business Insolvency and
         Managerial Behavior

      -- Auctioning Bankrupt Firms

This is the first time in TMA's 15-year history that the
association is holding a conference outside the United States, an
indication of its growing international membership and commitment
to member service.

Turnaround Management Association -- http://www.turnaround.org/--  
is the only international non-profit association dedicated to
corporate renewal and turnaround management. With international
headquarters in Chicago, TMA's 7,800 members in 33 regional
chapters comprise a professional community of turnaround
practitioners, attorneys, accountants, investors, lenders, venture
capitalists, accountants, appraisers, liquidators, executive
recruiters and consultants. Members adhere to a Code of Ethics
specifying high standards of professionalism, integrity and
competence. Its Certified Turnaround Professional (CTP) program
recognizes professional excellence and provides an objective
measure of expertise related to workouts, restructurings and
corporate renewal.


* BOOK REVIEW: The Story Of The Bank Of America
-----------------------------------------------
Author:  Marquis James and Bessie R. James
Publisher:  Beard Books
Softcover:  592 pages
List Price:  $31.80

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt

The Bank of America began as the Bank of Italy in 1904.
A. P. Giannini was motivated to found the Bank out of his
indignation over the neglect by other banks of the Italian
community in San Francisco's North Beach area. Local residents
were quickly drawn to Giannini's new type of bank suited for their
social circumstances, financial needs, and plans and aspirations.
Before Giannini's Bank of Italy, the field was dominated by large,
well-connected, and politically influential banks typified by the
magnate J. P. Morgan's House of Morgan catering to corporations
and the wealthy industrialists and their families of the Gilded
Age.

Giannini's Bank proved to be a timely enterprise with great
potential far beyond its founder's original aims. The early 1900s
following the Gilded Age was a time of spreading democratization
in American society with large numbers of immigrants being
assimilated. It was also a time of considerable industrial growth
after the heyday of the tycoons such as Morgan, Rockefeller, and
Carnegie in the latter 1800s. Giannini's idea was also helped by
the growth of California in its early stages of becoming one of
the most prosperous and most populous states. As California grew,
so did the Bank of America.

A. P. Giannini was the perfect type of individual to oversee the
growth of a bank that stood in sharp contrast to the House of
Morgan and which reflected broad changes in American society and
business. Giannini followed the quick success of his North Beach
bank with Bank of Italy branches elsewhere in San Francisco. With
the success of these followed branches throughout California's
agricultural valleys and Los Angeles as Giannini reached out to
populations of other average persons generally ignored by the
traditional banks. Throughout the rapid growth of his bank,
Giannini never lost touch with his original motive for creating a
bank suited for the average individual. When he died at 80 years
of age in 1949, he lived in the same house as he did when he
opened the original Bank of Italy; and his estate was less than
half a million dollars.

Throughout all the stages of the Bank of America's growth,
business recessions and depressions, and changes in American
society, including increased government regulation, the Bank
continued to reflect its founder's purposes for it. In the 1920s,
the Bank of Italy became a part of the corporation Transamerica.
In 1930, the Bank was merged with the Bank of America of
California. The newly formed bank was given the name the Bank of
America National Trust and Savings Association, with Giannini
appointed as chairman of the committee to work out the details of
the merger. In 1930, he selected Elisha Walker to head
Transamerica so he could be free to pursue his interest of
establishing a national bank with the same goals and nature as his
original Bank of Italy. But becoming alarmed over Walker's
proposed measures for dealing with the pressures of the
Depression, Giannini waged a battle involving board members,
stockholders, and allies he had worked with in the past to regain
control of Transamerica. In 1936, A. P. Giannini's son, Lawrence
Mario, succeeded his father as president of Bank of America, with
A. P. remaining as chairman of the board.

The story of Bank of America is largely the story of A. P.
Giannini: his ideas, his values, his ambitions, his goals, his
personality. The co-authors follow the stages of the Bank's growth
by focusing on the genteel, yet driven and innovative, A. P.
Giannini. There's a balance of basic business material such as
stock prices, rationale of momentous business decisions, and
balance-sheet data, with portrayals of outsized characters of the
time. Among these, besides Giannini, are the federal government
official Henry Morgenthau and Charles Stern, California's
superintendent of banks in the early 1900s. With this balance, The
Story of the Bank of America is an engaging and informative work
for readers of more technical business books and human-interest
business stories alike.

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***