TCR_Public/040531.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 31, 2004, Vol. 8, No. 106

                           Headlines

ALLIANCE LAUNDRY: S&P Rates $160 Mil. Secured Bank Facility at B
AMERICAN PLUMBING: Court OKs AMPAM Riggs Sale to Montage Holdings
AURORA FOODS: Court Extends Time for Panel to Challenge Bank Fees
BIB HOLDINGS: Addresses Unauthorized Berlin Stock Listing
CANBRAS COMMS: Winding-Up Company Releases First Quarter Results

CAROLINA BLUE: Case Summary & 20 Largest Unsecured Creditors
CENDANT MORTGAGE: Fitch Rates 2004-3 Class B-4 & B-5 Notes at BB/B
CENTURY CARE: Committee Hires Brown McCarroll as Special Counsel
CITICORP MORTGAGE: Fitch Rates Ser. 2004-3 Class B-4 & B-5 at BB/B
COMMERCIAL MORTGAGE: S&P Upgrades & Affirms Series 1998-C1 Ratings

CONSECO INC: S&P Raises Preferred Stock Rating to B- from CCC-
COVANTA ENERGY: Court Approves Final Fee Applications
CURATIVE HEALTH: Plaintiffs Sue State to Block Medi-Cal Cuts
CWMBS: Fitch Rates $898.6MM Ser 2004-8 Mortgage P-T Certificates
CYGNUS BUSINESS: S&P Assigns 'B' Corporate Credit Rating

DELTA AIR: Reports Say Restructuring Professionals Hired
DONLAR CORP: Flexible Solutions to Acquire Assets for $6.15 Mil.
DOW CORNING: Set to Emerge from Chapter 11 Tomorrow
DYNEGY INC: Obtains New $1.3 Billion Credit Facility
EMPIRE FINANCIAL: Receives SEC Wells Notice on Mutual Fund Trading

ENRON: 104 of 111 Creditor Classes Vote to Accept Chapter 11 Plan
ENRON: Court Okays Mission Iowa & Storm Lake Settlement Agreements
ETHYL CORPORATION: Shareholders Approve New Corporate Structure
EXIDE: Wants 16 Objectionable Claims Reclassified and Reduced
FEDERAL-MOGUL: Objects to J. Scott Sherrill's $97.9 Million Claim

FERRELLGAS: Low-Rated Propane Retailer Reports 3rd Quarter Results
FLINTKOTE: Wants to Hire Nossaman Guthner as Insurance Counsel
FLIR SYSTEMS: $210MM Senior Convertible Notes Get S&P's B+ Rating
FRANCE GROWTH: Stockholders Back Liquidation & Dissolution Plan
HEALTHSOUTH: June 30 Hearing Set in Debt Acceleration Lawsuit

HORIZON NATURAL: Wilbur Ross to Participate in Asset Purchase
HUDSON'S BAY: Reports 51% Improvement in First Quarter Results
IASIS HEALTHCARE: S&P Assigns B+ Rating to Proposed Bank Loan
INTL UTILITY: Mar. 31 Deficit Rises to $88M After Asset Write-Down
JOY GLOBAL: Reports Improved Sales & Net Income for Second Quarter

KAISER: Wants to Modify UAW Retiree Benefits & Nix Pension Plan
KENNEDY MANUFACTURING: Panel Gets Nod to Hire Hunter & Schank
KROLL INC: Elects Joseph R. Wright to Board of Directors
L & L TOOLING: Voluntary Chapter 11 Case Summary
MAPLES PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

MERRILL LYNCH: Fitch Rates 2 Series MLCC 2004-B Classes at BB+/B+
MIRANT: Examiner Wants Nod to Retain Corporate Revitalization
MORGAN STANLEY: Fitch Assigns Low-B Ratings to 6 2004-IQ7 Classes
NATIONAL BENEVOLENT: Residents Committee Gets Nod to Hire FTI
NATIONAL CENTURY: Amedisys Moves to Enforce Confirmation Order

NETWORK INSTALLATION: Completes $2.2 Million Private Placement
NEW MILLENIUM: Case Summary & 20 Largest Unsecured Creditors
NEW WORLD: Turns to Rothschild for Financial Advice
NORTEL NETWORKS: Declares Pref. Share Dividends Payable July 12
NORTHWESTERN: Del. Bankruptcy Court Approves Disclosure Statement

OAKWOOD HOMES: S&P Further Junks Ratings on Four Related Deals
PACIFIC GAS: California DWR Asserts $23MM Administrative Claims
PARMALAT: Comerica Asks Court to Extend Investigation Period
PER-SE TECH: Stockholders' Deficit Narrows to $14MM at March 31
PILLOWTEX CORP: Asks Court to Nix $4.3 Million Amended Claims

REAL ESTATE SYNTHETIC: S&P Rates 2004-B Classes B7-B11 at Low-Bs
RES-CARE INC: S&P Revises Outlook to Positive from Stable
RESIDENTIAL ACCREDIT: Fitch Rates 2004-QS6 Class B-2 & B-3 at BB/B
ROCKWOOD SPECIALTIES: S&P Affirms 'B+' Corporate Credit Rating
ROSEVILLE FARMS: Voluntary Chapter 11 Case Summary

SAFETY-KLEEN: Wants Claims Objection Time Extended through Dec. 18
SALTON INC: Lay-Offs Reduces Annualized Expenses by $11 Million
SMITH & SONS PAVING: Case Summary & Largest Unsecured Creditors
SOUTHWEST RECREATIONAL: Committee Brings-In Deloitte & Touche
SPIEGEL: Court Extends Lease Decision Deadline to Sept. 7, 2004

STELCO: Canadian Court Extends CCAA Stay to September 30, 2004
SUSANVILLE PUBLIC: S&P Cuts Water System Revenue Bond Rating to BB
TERPHANE HOLDINGS: S&P Withdraws B- Corporate & Sr. Debt Ratings
TOPS APPLIANCE: Argo Offers 15-20% for Debtor's Receivables
UAL CORPORATION: Discloses April 2004 Losses

UAL CORP: Inks Stipulation Allowing IRS To File Consolidated Claim
UNITED SALES: Gets Okay to Hire Jackson Lewis as Labor Counsel
US DATAWORKS: FY 2004 Net Loss More Than Doubles to $7,088,000
US UNWIRED: Executes Debt for Equity Exchanges
WORLDCOM INC: MCI Board Of Directors Reviews Company's Cash Needs

WRENN ASSOCIATES: Wishes to Sign-Up Priest Butler as Accountants
ZION BAPTIST: Case Summary & 20 Largest Unsecured Creditors

* SSG Capital Advisors Relocates Cleveland Office to Beachwood, OH
* Clifford Chance Relocating New York Office on June 1

* BOND PRICING: For the week of May 31 - June 4, 2004

                           *********


ALLIANCE LAUNDRY: S&P Rates $160 Mil. Secured Bank Facility at B
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on commercial laundry equipment
manufacturer, Alliance Laundry Systems LLC.

At the same time, Standard & Poor's assigned its 'B' senior
secured debt rating and a recovery rating of '2' to Alliance
Laundry Systems' proposed $160 million senior secured bank
facilities. The 'B' bank loan rating is at the same level as the
corporate credit rating; this and the '2' recovery rating indicate
that the secured lenders can expect substantial (80%-100%)
recovery of principal in the event of default. The company's
existing 'B' senior secured debt rating as well as its 'CCC+'
subordinated debt rating will be withdrawn upon completion of the
proposed transaction.

In addition, Standard & Poor's assigned its 'B' corporate credit
rating to Alliance Laundry Holdings Inc., the parent company of
Alliance Laundry Systems. Standard & Poor's also assigned its
'CCC' subordinated debt rating to Alliance Laundry's $152.4
million subordinated notes due 2019, of which $136.2 million will
be issued in connection with the holding company's IPO of income
deposit securities (IDS, which represents shares of class A common
stock and subordinated debt). The subordinated notes are rated
three notches below the corporate credit rating, as the notes are
not only subordinate but also have a mandatory interest deferral
provision. This permits the company to defer interest payments
during the first five years. After that, the company can defer
payments on four occasions for up to two quarters per occasion.
The deferral provision, which provides some increased financial
flexibility to the company, adds risk for investors because the
timely cash payments of interest would be curtailed in case
certain triggers are breached. This treatment is similar to
preferred stock with deferred pay-in-kind payment provisions. The
bank loan and subordinated debt ratings and accompanying analysis
are based on preliminary documentation.
     
The outlook is negative for both companies. Alliance Laundry
Systems had about $320 million of debt outstanding (including
$33.5 million of accounts receivables financing) as of March 31,
2004.

For analytical purposes, Standard & Poor's views Alliance Laundry
and Alliance Laundry Systems as one economic entity.
     
"While Alliance Laundry's ratings had previously incorporated a
very aggressive financial profile, the company had not paid a
dividend on its common stock. Standard & Poor's views the common
equity within the IDS structure as providing less flexibility than
traditional common equity issued independently, given the strong
incentive for the issuer to deliver the stated yield that is a key
feature of the IDS product," said Standard & Poor's credit analyst
Jean C. Stout. As a result, Alliance Laundry will be distributing
roughly 95% of its cash flows quarterly, thereby substantially
reducing its financial flexibility, including its ability to
weather potential operating challenges and the likelihood for
future deleveraging.
     
The ratings on Alliance Laundry reflect its high debt leverage and
thin credit protection measures, factors partially mitigated by
the company's solid position and high barriers to entry in the
mature commercial laundry equipment market.


AMERICAN PLUMBING: Court OKs AMPAM Riggs Sale to Montage Holdings
-----------------------------------------------------------------
American Plumbing & Mechanical, Inc. (AMPAM) announced that the
United States Bankruptcy Court for the Western District of Texas,
San Antonio Division, has approved the sale of the assets and
business operations of its wholly owned subsidiary AMPAM Riggs
Plumbing, Inc. to Montage Holdings, LLC.

AMPAM Riggs operates primarily in the Phoenix metropolitan and
Tucson, Arizona areas. The sale is expected to close in the next
two weeks. "This is another significant step in our efforts to
restructure AMPAM in a manner that delivers the highest value to
our economic stakeholders while maintaining our high standards for
customer service," explained Robert Christianson, AMPAM's Chairman
of the Board and Chief Executive Officer. "We anticipate a
seamless transition of our customers and other business
relationships to Montage."

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. The
confirmation hearing with respect to the Plan commenced on May 27
and after completion of certain preliminary matters was recessed
to June 16, 2004 to accommodate further efforts to achieve a
consensual plan.

         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/


AURORA FOODS: Court Extends Time for Panel to Challenge Bank Fees
-----------------------------------------------------------------
As previously reported, before its bankruptcy petition date, the
Aurora Foods, Inc. Debtors entered into a Fifth Amended and
Restated Credit Agreement, dated as of November 1, 1999.  By
Amendments dated June 27, 2002, and February 21, 2003, the Credit
Agreement was modified to provide for two new bank fees -- the
Excess Leverage Fee and an Asset Sale Fee.  Under these
amendments, the Bank Fees would have totaled an aggregate of about
$35 million.

In negotiations with the Debtors, the lenders and agents under
the Prepetition Credit Agreement, and other parties-in-interest,
an ad hoc committee of unsecured noteholders challenged the
validity and enforceability of the Bank Fees.  As a result of the
negotiations, and after extensive discussions among the parties-
in-interest and their representatives, the Debtors and the
lenders entered into an Amendment and Forbearance, dated between
October 9 and October 13, 2003.

Laurie Selber Silverstein, Esq., at Potter, Anderson & Corroon,
LLP, in Wilmington, Delaware, relates that under the October
Amendment, the Bank Fees were combined into a single fee.  The
October Amendment also provides that, in the event that the
lenders' claims under the Credit Agreement are paid, without set-
off, by March 31, 2004, the Bank Fees will be limited to
$15,000,000 in the aggregate, and the remainder forgiven.

Before Plan confirmation, R2 Top Hat, Ltd., which owned certain
participation interests in the Prepetition Credit Agreement
before the Effective Date, filed objections to the Plan and
commenced an adversary proceeding against the Debtors.  R2 Top
Hat's position is that the full amount of the Bank Fees is due
and payable, and that it should be entitled to its pro rata share
of approximately $35 million in fees, rather than the $15 million
provided in the October Amendment and allowed under the Plan.
Each of R2 Top Hat's objections has been overruled and summary
judgment has been entered against R2 Top Hat in its adversary
proceeding.  R2 Top Hat is currently pursuing appeals of these
adverse rulings.

Under the Plan, all the Debtors' obligations under the
Prepetition Credit Agreement have been satisfied and discharged
in full and the administrative agent under the Prepetition Credit
Agreement has issued a payoff letter to the Debtors to that
effect.  The Payoff Letter states that payment of an amount
calculated in accordance with the October Amendment will
discharge in full the Debtors' obligations in respect of the Bank
Fees.   In addition, Section 2.2(d) of the Plan specifically
disallows any claim for the Bank Fees in excess of the amounts
provided in the October Amendment.

           Debtors' Stipulations Under the DIP Order

On January 26, 2004, the Court ordered and authorized the Debtors
to enter into agreements to obtain certain postpetition
financing.  The DIP Order contains certain stipulations regarding
the claims of the Debtors' prepetition lenders and agents under
the Prepetition Credit Agreement.  These stipulations operate as
a waiver by the Debtors of "any claims, counterclaims, causes of
action, defenses or set-off rights" against the lenders and
administrative agent under the Prepetition Credit Agreement.

Pursuant to Paragraph 15 of the DIP Order, most of the Debtors'
stipulations and admissions in Paragraph 3 of the DIP Order have
become binding on third parties, including the Committee.  The
penultimate sentence of Paragraph 15 contains a limited exception
to this rule, allowing the Committee to bring any challenge to
the Bank Fees in the event that the October Amendment is itself
successfully challenged, in whole or in part.  However, pursuant
to the final sentence of paragraph 15, the challenge must be
brought by the Committee not later than five days after entry of
the final order on validity and enforceability of the October
Amendment, and in any event not later than April 5, 2004.

Certain of the lenders under the Prepetition Credit Agreement
indicated to the Committee their reservation of rights to seek
additional payments in respect of the Bank Fees.  This is in the
event that any of R2 Top Hat's Appeals are successful in
challenging the validity of the October Amendment in any way, Ms.
Silverstein says.

Thus, the Official Committee of Unsecured Creditors asked the
Court to modify the DIP Order to preserve the Committee's right to
challenge the Bank Fees in the event that the October Amendment is
itself successfully challenged, whether in whole or in part.

                          *   *   *

Consequently, Judge Walrath preserves the right of the Official
Committee of Unsecured Creditors to challenge the Excess Leverage
Fee and the Asset Sale Fee in the event that the October Amendment
is itself successfully challenged, whether in whole or in part.  

Accordingly, the Court modifies the Final DIP Order by deleting
the provision that prevents the Creditors Committee from filing
any challenges to the Fees after April 5, 2004.

The Court will retain jurisdiction to:

   (a) adjudicate any of the Committee's motion or claim
       pertaining to the Bank Fees;

   (b) enforce and interpret the terms and conditions of the
       Order; and

   (c) preside over any conflict arising from the terms and
       conditions of the DIP Amendment Order.

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 20, 2004.  Sally McDonald
Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP provide Aurora with legal counsel, and David Y.
Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial
advisory services. (Aurora Foods Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


BIB HOLDINGS: Addresses Unauthorized Berlin Stock Listing
---------------------------------------------------------
BIB Holdings, Ltd. (OTCBB: BIBO) announced it learned that it is
one of many publicly traded companies whose stock has been listed
on the Berlin-Bremen Stock Exchange without the company's prior
knowledge, consent or authorization.

The company has directed its counsel to immediately contact
officials at the Berlin-Bremen Stock Exchange to demand its
immediate delisting, and is now considering its options to pursue
appropriate remedies against the domestic and foreign brokerage
firms responsible for this unauthorized listing.

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

BIB Holdings CEO Gail Binder stated, "Recent trading activity in
our company's stock caused our management, counsel, and
consultants to investigate market trading activity. We were
shocked and dismayed to learn that our company's stock was listed
for trading on Berlin-Bremen Stock Exchange without our prior
knowledge or consent. Based on media accounts, there are hundreds
of companies in the same situation as we are, and we believe that
an explanation for this is that individuals are using the
arbitrage loophole illegally to engage in naked short selling,
which may have had significant negative repercussions on the
market price of our stock.

"We intend to follow the lead of other companies listed on the
Berlin-Bremen Stock Exchange, all without prior authorization, in
demanding both delisting and evidence of the individuals and firms
that were ultimately behind the unauthorized listings," Binder
added. "Investors interested in purchasing shares of BIBO should
only purchase their shares from the NASD Over The Counter Bulletin
Board (OTCBB) under the symbol, BIBO, as shares traded on the
Berlin-Bremen Stock Exchange or any other foreign exchange are not
currently recognized by BIB Holdings, Ltd."

                  About BIB Holdings

BIB Holdings, Ltd. designs, manufactures, imports, sells and
markets branded and non-branded apparel. The company has a
showroom in New York, a distribution center in Pennsylvania and a
distribution center in Las Vegas, within a Foreign Trade Zone. The
company designs, sources and markets a brand of high-quality
jeanswear and apparel under the mSasson, Home Turf and New Terrain
labels as well as private label. Product lines have included
jeanswear, sportswear, underwear, loungewear and outerwear, as
well as accessories such as suspenders, ties, hats, scarves,
gloves, jewelry, backpacks and small leather goods. BIB Holdings,
Ltd. distributes its clothing via leading retailers throughout the
United States and abroad. BIB has an exclusive multiyear license
agreement with MARK TM, LLC to design, manufacture, promote and
sell apparel under the mSasson brand name throughout the United
States. For more information, visit the company's Web site at
http://www.msasson.com/

At March 31, 2004, BIB Holdings' balance sheet shows a
stockholders' deficit of $2,327,564 compared to a deficit of
$1,933,002 at December 31, 2003.


CANBRAS COMMS: Winding-Up Company Releases First Quarter Results
----------------------------------------------------------------
Canbras Communications Corp. (NEX BOARD:CBC.H) released unaudited
results for the first quarter of 2004. As the Corporation
completed the sale of all of its broadband communications
operations on December 24, 2003, the Corporation's unaudited
consolidated statements of earnings for the first quarter of 2004
reflect only the winding up activities of the Corporation.

Canbras anticipates that distributions of proceeds from the Sale
Transaction in the total estimated amount of $28.1 million ($0.51
per share) will be made to shareholders in one or more
instalments. The initial distribution is estimated to be made
during the first half of 2004, subject to receipt by the
Corporation of tax clearance certificates from the federal and
certain provincial taxation authorities in Canada. The final
distribution will be made in one or more installments after the
receipt of the balance of the purchase price payable by Horizon
under the one-year note, the satisfaction of all remaining
liabilities of the Corporation and the receipt by the Corporation
of up-dated tax clearance certificates. The Corporation expects
that the initial distribution will be approximately $11.8 million
($0.21 per share), and the final distributions will aggregate
approximately $16.3 million ($0.30 per share).

In light of requests received by the Corporation in May 2004 for
indemnification in respect of legal fees and related expenses
expected to be incurred by certain individuals who formerly served
as directors or managers of certain of Canbras' former
subsidiaries operating in Brazil, as well as extended delays in
obtaining final determinations from certain regulatory agencies in
Brazil in respect of possible fees payable in relation to periods
prior to the Sale Transaction, the estimated amount of the initial
distribution has been reduced by $2.0 million. At this time,
however, the estimated amount of the total proceeds to be
distributed to shareholders is unchanged from the amount estimated
on March 18, 2004.

Estimated total proceeds to be distributed to shareholders of
$28.1 million reflect Canbras' net assets as at March 31, 2004 of
$29.4 million less estimated net costs of wind-up of $1.3 million
and assume no unforeseen claims are asserted against the
Corporation. Accounts payable and accrued liabilities of $0.8
million at March 31, 2004 represent the provision for estimated
remaining costs of completing the Sale Transaction. Cash held by
the Corporation pending shareholder distributions in the amount of
$19.2 million at March 31, 2004, is being invested in high-grade
money market instruments.

                      First Quarter Results

As at March 31, 2004, Canbras' shareholders' equity was
$29.4 million, up from $29.3 million at December 31, 2003. This
increase reflects first quarter earnings of $0.1 million comprised
of $0.4 million in accrued interest income on the Note due from
Horizon offset by administrative expenses.

Canbras' cash and cash equivalents and the Note due from Horizon
(including accrued interest) as at March 31, 2004 were $19.2
million and $10.7 million respectively.

Accrued liabilities were $0.8 million at the end of the first
quarter of 2004, down $2.1 million from December 31, 2003 mainly
as a result of the payment of the professional fees related to the
Sale Transaction.

The estimated future net assets of Canbras at December 31, 2005
are $28.1 million. The only difference between shareholders equity
on the consolidated balance sheet at March 31, 2004 and the
estimated future net assets at December 31, 2005 is the deduction
of future net costs from April 1, 2004 to December 31, 2005. Such
future net costs are estimated at approximately $ 1.3 million
comprised of wind-up costs of approximately $2.5 million and
interest income of approximately $1.2 million. These future net
costs exclude any amounts that may be required to settle
unforeseen claims against the Corporation including
indemnification claims which might be asserted by Horizon under
the Sale Transaction. The future net costs relative to the amount
estimated on March 18, 2004 increased because of lower interest
income as a result of lower expected interest rates.

Earnings for the first quarter were $0.1 million.

         Election of Directors at Annual General Meeting

In light of the limited activities of the Corporation following
the completion of the Sale Transaction, the Board of Directors of
the Corporation determined it was appropriate to reduce the size
of the board from nine to four directors, and at the annual
shareholders' meeting held on April 27, 2004, the following four
persons were re-elected as directors of the Corporation: Messrs.
Howard N. Hendrick, Robert Kearney, Philip R. Patterson and Louis
A. Tanguay.


CAROLINA BLUE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Carolina Blue Enterprises Inc.
             dba Red Hot and Blue-Memphis Pit Bar-B-Que
             99 South Elliott Road Room 15
             Chapel Hill, North Carolina 27514-0000

Bankruptcy Case No.: 04-81549

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Cary BBQ LLC                               04-81550
      Chapel Hill BBQ, LLC                       04-81551
      Falls Village BBQ LLC                      04-81552

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: May 20, 2004

Court: Middle District of North Carolina (Durham)

Judge: Catharine R. Carruthers

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton & Talcott, L.L.P.
                  121-B South Elm Street
                  P.O. Box 3324
                  Greensboro, NC 27402
                  Tel: 336-274-4658

                                    Total Assets    Total Debts
                                    ------------    -----------
Carolina Blue Enterprises Inc.           $24,500     $2,488,602
Cary BBQ LLC                             $74,919       $643,412
Chapel Hill BBQ, LLC                     $75,275       $651,512
Falls Village BBQ LLC                    $68,623       $316,340

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Joe Billy Lindley                          $237,000

Red Hot & Blue Restaurants, Inc.           $221,324

Couch and Madison                          $142,621

N.C. Dept. of Revenue                      $117,240

Advance-Me                                 $115,000

Tri-Player                                  $35,000

Bellsouth Bankruptcy Group                  $23,000

Ginn & Company                              $14,600

Eastern Equipment                           $14,000

White Pages                                 $12,900

Capitol Sports                              $10,000

Ivy Mechanical Company, LLC                  $9,000

Robert Spransy, CPA                          $7,200

Thomas Judy & Tucker, PA                     $6,500

Myatt Landscaping                            $4,950

Durham Awning Company                        $4,710

Jefferson Pilot                              $4,500

The Corporate Image, Inc.                    $3,341

Wells Fargo                                  $2,775

Utility Management Services, Inc.            $2,500


CENDANT MORTGAGE: Fitch Rates 2004-3 Class B-4 & B-5 Notes at BB/B
------------------------------------------------------------------
Cendant Mortgage Capital LLC (CDMC) $136.5 million mortgage pass-
through certificates, series 2004-3 classes A-1 through A-8, R-I
and R-II certificates (senior certificates) are rated 'AAA' by
Fitch.

In addition, the $6.8 million class B-1 certificates are rated
'AA', the $798,435 privately offered class B-2 certificates are
rated 'A', the $435,510 privately offered class B-3 certificates
are rated 'BBB', the $290,340 privately offered class B-4
certificates are rated 'BB' and the $217,755 privately offered
class B-5 certificates are rated 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by the 4.65% class B-1, the 0.55% privately
offered class B-2, the 0.30% privately offered class B-3, the
0.20% privately offered class B-4, the 0.15% privately offered
class B-5, and the 0.15% privately offered class B-6 (which is not
rated by Fitch). Fitch believes the above credit enhancement will
be adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts. In addition,
the ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
servicing capabilities of Cendant Mortgage Corporation, which is
rated 'RPS1' by Fitch Ratings.

The certificates represent ownership in a trust fund, which
consists primarily of 295 one- to four-family conventional,
primarily 30-year fixed rate mortgage loans secured by first liens
on residential mortgage properties. As of the cut-off date (May 1,
2004), the mortgage pool has an aggregate principal balance of
approximately $145,169,960, a weighted average original loan-to-
value ratio (OLTV) of 71.33%, a weighted average coupon (WAC) of
5.734%, a weighted average remaining term (WAM) of 359 months and
an average balance of $492,102. The loans are primarily located in
California (20.64%), New Jersey (16.59%) and New York (9.27%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by Cendant
Mortgage Corporation. Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy.
Approximately 3.17% of the mortgage loans are pledged asset loans.
These loans, also referred to as 'Additional Collateral Loans',
are secured by a security interest, normally in securities owned
by the borrower, which generally does not exceed 30% of the loan
amount. Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the Trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that Additional Collateral Loan.

Citibank N.A. will serve as Trustee. For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits (REMIC).


CENTURY CARE: Committee Hires Brown McCarroll as Special Counsel
----------------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in Century
Care of America, Inc.'s chapter 11 case, asks the U.S. Bankruptcy
Court for the Western District of Texas, Austin Division, for
approval to employ Brown McCarroll, L.L.P., as its Special
Counsel.

The professional services that Brown McCarroll will render are
limited to the Unsecured Creditors' Committee's intervening in an
adversary proceeding styled Southwest Bank of Texas vs. GMAC
Commercial Mortgage, Adv. Pro. No. 04-01101.

The Firm will appear on behalf of the Committee in the Litigation
to protect the interests of unsecured creditors.  The Committee
also anticipates that the Firm may also represent it with respect
to other litigation, if any, that may arise in connection with the
pre-bankruptcy merger of the various Debtors.

These two discrete areas involve issues that may be adverse to the
interests of Southwest Bank of Texas. The Unsecured Creditors'
Committee's general bankruptcy counsel, Jackson Walker, LLP,
represents Southwest Bank of Texas on matters unrelated to the
case.

Brown McCarroll will bill the Debtor's estates at its current
hourly rates:

         Professionals            Billing Rate
         -------------            ------------
         Patricia Baron Tomasco   $350 per hour
         attorneys                $150 to $350 per hour
         legal assistant          $85-$95 per hour

Headquartered in Marble Falls, Texas, Century Care of America,
Inc., a provider of healthcare services, filed for chapter 11
protection on February 11, 2004 (Bankr. W.D. Tex. Case No.
04-10801).  J. Craig Cowgill, Esq., at Cowgill & Holmes, PLLC
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$51,471,523 in total assets and $21,052,563 in total debts.


CITICORP MORTGAGE: Fitch Rates Ser. 2004-3 Class B-4 & B-5 at BB/B
------------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s (CMSI) REMIC pass-through
certificates, series 2004-3 class A-1 through A-12 and A-PO
($586.8 million) are rated 'AAA' by Fitch.

In addition, class B-1 ($6.9 million) is rated 'AA', class B-2
($3.3 million) is rated 'A', class B-3 ($1.8 million) is rated
'BBB', class B-4 ($1.2 million) is rated 'BB' and class B-5
($902,000) is rated 'B'.

The 'AAA' rating on the senior certificates reflects the 2.50%
subordination provided by the 1.15% class B-1, the 0.55% class B-
2, the 0.35% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6. In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

The mortgage pool consists of 1,190 recently originated, 30 year
fixed-rate mortgage loans with an aggregate principal balance of
$601,884,782. The loans are secured by one- to four-family
residential properties located primarily in California (48.3%).
The weighted average current loan to value ratio (CLTV) of the
mortgage loans is 64.2%. Condo properties account for 4.53% of the
total pool and co-ops account for 3.76%. Cash-out refinance loans
represent 14.5% of the pool and investor properties represent 0.2%
of the pool. The average balance of the mortgage loans in the pool
is approximately $505,786. The weighted average coupon of the
loans is 5.850% and the weighted average remaining term is 358
months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI. A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee. For federal
income tax purposes, a real estate mortgage investment conduit
election will be made with respect to the trust fund.


COMMERCIAL MORTGAGE: S&P Upgrades & Affirms Series 1998-C1 Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of certificates from Commercial Mortgage Acceptance
Corp.'s series 1998-C1. All other outstanding ratings have been
affirmed.
     
The raised and affirmed ratings reflect seasoning and credit
support levels that adequately support the ratings under various
stress scenarios.

As of May 2004, the pool consisted of 283 fixed-rate mortgages
with an aggregate principal balance of $963.8 million, down from
$1,192 million since issuance. Midland Loan Services L.P.
(Midland) acts as both master and special servicer and provided
interim and year-end 2003 net operating income (NOI) data for
85.36% of the pool. Based on this information, Standard & Poor's
calculated the weighted average debt service coverage (DSC) ratio
at 1.65x, up from 1.57x at issuance. In arriving at this figure,
2002 data was used for 12.1% of the pool when 2003 data was not
available. To date, realized losses have been experienced on four
mortgage loans totaling $5.8 million.
     
The top 10 loans constitute 15.7% of the outstanding pool balance.
Based on year-end 2003 NOI, the weighted average DSC ratio for the
top 10 loans increased to 1.71x from 1.49x at issuance. Five of
the loans have experienced DSC declines since issuance, two of
which declined by more than 10%. Of the two mortgages, one appears
on the Midland watchlist. The other mortgage loan is secured by
a 32-unit mixed-use property in Riverside, Calif. It experienced a
DSC decline to 1.22x from 1.40x, largely due to a decline in
occupancy levels.
     
As of the May 2004 distribution date, there were three specially
serviced mortgage loans totaling $8.2 million. One of the
specially serviced assets, with a $3.5 million loan balance, is
90-plus days delinquent, while the other two are current. There is
one other loan, with a balance of $2.4 million, which is being
monitored by the master servicer for late payment issues as the
borrower attempts to refinance. The loan was reported as 30-days
delinquent in the May remittance period. The loan is secured by a
retail property in Indianapolis, Ind.

Details concerning the specially serviced assets are:

   -- The 90-plus days delinquent $3.5 million loan has a total
      exposure of $3.8 million, and is secured by a 144-room
      extended-stay hotel. The hotel was built in 1997 and is in
      Jeffersontown, Ky. (near Louisville). It was ranked as
      "good" on its most recent property inspection. As of year-
      end 2003, the following statistics were available concerning
      the loan: occupancy levels were reported at 67.1%; the
      average daily rate was reported at $23.73; revenue per
      available room at $15.93; and NOI DSC was 0.65x. The loan
      was transferred to the special servicer in May 2003 due to
      imminent default. The borrower has been making reduced
      principal and interest payments to the trust under a
      forbearance agreement. A revised forbearance agreement has
      been negotiated, and is expected to be signed in the near
      future. An appraisal reduction amount of $1.1 million has
      been applied to the loan.

   -- One of the specially serviced but current loans has a
      balance of $3.2 million and is secured by a 41,806-sq. ft.
      office building in Corning, N.Y. The occupancy level will
      decline to 12% at the end of May. The largest tenant was
      Corning Inc., which occupied 18,412 sq. ft. until its
      lease expired in December 2003. Corning-Ashahi, the second-
      largest tenant, occupies 18,590 sq. ft., but is scheduled to
      vacate at the end of May 2004. The City of Corning has been
      negatively impacted by Corning Inc.'s retrenchment from the
      fiber optics sector, which has contributed to weak office
      demand in the area.

   -- The other specially serviced loan ($1.5 million) is secured
      by a 41,860 sq. ft. office property in Portland, Maine. As
      of April 2004, occupancy stands at 84%, with a DSC ratio of
      1.25x (December 2003). The largest tenant, who occupies 53%
      of the net-rentable area, is embroiled in an on-going
      dispute with the landlord over tenant improvements.
      Occasionally, the dispute results in late rental payments,
      which have caused the loan to pay late on a recurring basis.
      The borrower is in the process of negotiating a sale of the
      property, which is being complicated by the tenant issue.

Midland reported 72 mortgages totaling $267.9 million (or 27.8% of
the pool) on its watchlist. The watchlist includes two of the top
10 mortgages, including the largest loan in the pool. It is
secured by a $39.3 million mortgage secured by a mixed-use
facility located in Pittsburgh, Pa. The property has lost two
tenants, resulting in occupancy levels, as of April 2004, of 54%
and a DSC ratio of 0.95x, down from 1.75x in December of 2003.
Leasing activity in Pittsburgh is slow; market occupancy levels
for the area is 81%. The property inspection ranks the property as
"good". The seventh-largest loan, at $11.2 million, also appears
on the watchlist. It is secured by a 162-unit apartment building
in Charlotte, N.C. The loan suffered a DSC drop to 1.06x as of
Dec. 31, 2003 (down from 1.29x at issuance). The decline is due to
a decreased occupancy coupled with rental rates that have declined
8% since 2001, largely due to competition. The property is ranked
as "excellent" on its most recent property inspection. The
remaining mortgages appear on the watchlist for a variety of
reasons. Approximately 23.7% of the loans appear on the list due
to low DSC ratios (below 1.0x).

The pool is geographically diverse, with the only concentration in
excess of 10% being California (20.95%). The property type
composition of the pool includes retail (29.9%), multifamily
(28.7%), office (12.3%), lodging (9.4%), and an assortment of
other property types (19.7%).
     
Standard & Poor's stressed the specially serviced, watchlist and
other loans in the pool that appeared to be underperforming. The
resultant credit enhancement levels support the raised and
affirmed ratings.
   
                        RATINGS RAISED
   
            Commercial Mortgage Acceptance Corp.
         Commercial mortgage pass-thru certs Series 1998-C1
   
                       Rating        Credit
            Class   To        From   Support (%)
            B       AAA       AA+         27.84
            C       AA+       A+          21.66
            D       A         BBB         15.17
            E       BBB+      BBB-        13.00
      
                        RATINGS AFFIRMED
   
            Commercial Mortgage Acceptance Corp.
         Commercial mortgage pass-thru certs Series 1998-C1
   
            Class   Rating   Credit Support (%)
            A-1     AAA                  34.03
            A-2     AAA                  34.03
            X       AAA                      -
            F       BB+                   7.43
            G       BB                    6.20
            H       BB-                   5.27
            J       B+                    3.72
            K       B                     2.80


CONSECO INC: S&P Raises Preferred Stock Rating to B- from CCC-
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and senior debt ratings on Conseco Inc. to
'BB-' from 'B-' and its preferred stock rating to 'B-' from
'CCC-', and removed the ratings from CreditWatch where they
were placed April 19, 2004.

At the same time, Standard & Poor's raised its counterparty credit
and financial strength (FSR) ratings on Bankers Life & Casualty
Co., Colonial Penn Life Insurance Co., Conseco Insurance Co.
(f.k.a. Conseco Annuity Assurance Co.), Conseco Health Insurance
Co., Conseco Life Insurance Co., and Conseco Life Insurance Co. of
NY to 'BB+' from 'BB-' and removed the ratings from CreditWatch
where they were placed April 19, 2004.

In addition, Standard & Poor's assigned its 'BB-' bank loan rating
to Conseco Inc.'s planned $800 million of bank debt, and assigned
its 'B-' rating to the company's $690 million mandatory
convertible preferred stock issue.

The outlook is stable.
     
"The upgrades reflect Conseco Inc.'s recapitalization, which
utilizes proceeds from the bank loan and preferred stock issue, in
conjunction with about $920 million of proceeds from a common
equity issuance to replace $1.3 billion of existing bank debt and
about $930 million of convertible exchangeable preferred stock and
enhance the capital of the insurance operations," said Standard &
Poor's credit analyst Jon Reichert. "With the recapitalization,
Standard & Poor's calculates the pro forma 2004 GAAP fixed-charge
coverage to be about 4.3x, and the pro forma statutory fixed-
charge coverage to be about 1.8x. Pro forma debt/capital as of
March 31, 2004, is 19%, with pro forma debt plus preferred
securities/capital at 36%."
     
"Standard & Poor's believes it is too early to consider Conseco
Inc.'s insurance operations to be investment grade largely due to
the uncertainty regarding the company's future competitive
position," Mr. Reichert added. "Before investment grade FSRs can
be considered, management will need to demonstrate its ability to
generate sustainable, profitable sales growth."

Another uncertainty for Conseco Inc.'s insurance operations is to
what extent the recent Florida Office of Insurance Regulation
order concerning Conseco Senior Health Insurance Co.
(CCC/Stable/--) provides a permanent solution for that entity's
home health care line of business.

The outlook reflects Standard & Poor's expectation that management
will be challenged in its efforts to revitalize profitable sales
growth, primarily through its independent agent distribution
channel. Standard & Poor's expects pretax GAAP operating earnings
for 2004 to be at least equivalent to the annualized run rate of
earnings generated in the first quarter of 2004, and expects the
consolidated NAIC company action level risk-based capital ratio
for the insurance group to remain more than 250%.


COVANTA ENERGY: Court Approves Final Fee Applications
-----------------------------------------------------
Judge Blackshear approves the final applications for compensation
and reimbursement of expenses for services provided by 18
professionals in the Debtors' cases for the period from April 1,
2002 to March 10, 2004:

Professional           Period       Compensation  Reimbursement
-----------            ------       ------------  -------------
Arnold & Porter        04/02/02 to       919,605         24,096
                       03/10/04

Arthur Andersen, LLP   04/01/02 to       180,630          6,762
                       04/03/02

Chilmark Partners      04/02/02 to      3,498,387       384,028
                       03/10/04

Cleary Gottlieb        04/02/02 to     23,382,981     1,400,233
Steen & Hamilton       03/10/04

Deloitte & Touche      04/02/02 to
                       03/10/04        11,989,316       262,002

Dickstein Shapiro      07/1/02 to          84,935         1,024
Morin & Oshinsky       04/10/04

Grant Thornton, LLP    07/24/03 to        208,834        21,979
                       03/10/04

Hogan & Hartson, LLP   04/02/02 to         34,758         3,273
                       03/10/04

Houlihan Lokey         04/02/02 to      1,173,281           486
Howard & Zukin         03/10/04

Jenner & Block, LLP    04/02/02 to      7,201,360       708,822
                       03/10/04

Kilpatrick             04/02/02 to        238,566        14,465
Stockton, LLP          03/10/04

LeBoeuf Lamb Greene    04/02/02 to        804,494        26,729
& Mac Rae, LLP         03/10/04

Lemle & Kelleher, LLP  04/15/02 to         33,657         2,626
                       04/30/02

Loughlin Meghji Co.    04/02/02 to      6,323,189       237,967
                       03/10/04

McCarthy Tetrault      04/02/02 to        771,262        13,032
                       03/10/04

Nixon Peabody, LLP     04/02/02 to      2,226,194        48,978
                       03/10/04

Protiviti, Inc.        10/14/02 to        651,576       131,473
                       03/10/04

Schnader Harrison      07/01/03 to      1,136,704       145,637
Segal & Lewis, LLP     04/10/04

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)    


CURATIVE HEALTH: Plaintiffs Sue State to Block Medi-Cal Cuts
------------------------------------------------------------
Curative Health Services, Inc. (NASDAQ:CURE), announced that a
suit has been filed on behalf of certain named individual
plaintiffs in the United States District Court for the Eastern
District of California against the State of California relating to
the State's proposed new methodology for calculating reimbursement
payments for the benefit of patients for the purchase of blood
clotting factor.

The suit seeks a preliminary and permanent injunction preventing
the implementation of the new methodology and the resulting cuts
in Medi-Cal payments from going into effect because the State of
California failed to consider that such cuts would hinder access
to care for patients with hemophilia whose health care is paid for
by Medi-Cal.

Recently released information indicates that the State's proposed
new reimbursement methodology for blood clotting factor will
result in substantially greater cuts in reimbursement than the
guidance previously provided by the State to the health care
industry and to California residents, possibly amounting to
approximately a 30 to 40% cut from current rates. If such proposed
cuts were to be implemented, home care companies would have to
consider restructuring, reducing or withdrawing services currently
provided to Medi-Cal beneficiaries.

Last week the State sent out notices to certain health care
providers that the new reimbursement methodology would go into
effect June 1, 2004 and that it would be processed manually as
opposed to electronically, also contrary to previous information
provided by the State. The proposed methodology and the electronic
implementation of such methodology were to provide savings to the
State by reducing reimbursement payments for blood clotting factor
by approximately 5-10%. New information clarifies that
reimbursement for blood clotting factor would be reduced
substantially more than the previously anticipated 5-10%.

"This outsized reduction in reimbursement will threaten choice and
access for patients as well as eradicate the most important
ancillary services provided by the responsible participants in the
market place," said Joseph Feshbach, Chairman and Chief Executive
Officer of Curative. "Such reductions in services would end up
costing the State of California more money by, among other things,
driving up costs in emergency rooms visits. The hemophilia
community is being singled-out for outsized reductions in
reimbursement, totally contrary to the current spirit of the
budget process now underway for Medi-Cal and related programs."

In launching the legal challenge May 27th, plaintiffs cited the
Social Security Act, which requires that states set Medicaid rates
(called Medi-Cal in California) that are "consistent with
efficiency, economy and quality of care," and are sufficient to
guarantee enough providers so that Medi-Cal recipients have equal
access to services that are available to the general public. The
State has refused to release information on how they have
calculated the new reimbursement rates and the plaintiffs have
alleged that based on the little information that is known, it
appears that the State has made errors in their calculations which
reflect an understating and misunderstanding of what home care
companies must pay manufacturers for blood clotting factor. The
plaintiffs are being represented by the law firm of Hooper, Lundy
& Bookman.

Curative's prior financial guidance assumed a cut of approximately
10% from current Medi-Cal rates. If the proposed cuts described
above were to be implemented, the Company's guidance would be
impacted.

               About Curative Health Services

Curative Health Services, Inc., through its two business units,
Specialty Pharmacy Services and Specialty Healthcare Services,
seeks to deliver high-quality results and exceptional patient
satisfaction for patients experiencing serious or chronic medical
conditions.

Curative's Specialty Pharmacy Services business unit provides
products and related services to help patients manage the health
care process, with a particular focus on patients with chronic and
critical disease states including Hemophilia, Immune System
Disorders, Infectious Diseases, Nutritional Disorders, Respiratory
Syncytial Virus (RSV), Multiple Sclerosis, Rheumatoid Arthritis
and Cancer.

Curative's Specialty Healthcare Services ("SHS") business unit is
an industry leader in chronic wound care management. SHS provides
a broad continuum of services to health care providers through a
nationwide network. This national network of hospital-based Wound
Care Centerr programs has offered comprehensive treatment to over
440,000 patients. For more information, visit
http://www.curative.com/

                          *   *   *

As reported in the Troubled Company Reporter's April 8, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
corporate credit rating to specialty pharmacy services and wound-
care management provider Curative Health Services Inc. At the same
time, Standard & Poor's assigned its 'B-' senior unsecured debt
rating to the company's proposed $185 million senior unsecured
notes due in 2011.

The outlook is stable.

"The low, speculative-grade ratings reflect Curative's narrow
business focus, potential margin pressure from payors and drug
manufacturers, its payor concentration, the integration risk it
faces, and the threat of new entrants into the specialty infusion
industry," said Standard & Poor's credit analyst Jesse Juliano.
"These concerns are only partially offset by the company's
relatively strong position in the growing and favorable specialty
infusion industry and by the greater product diversity the CCS
acquisition will provide."


CWMBS: Fitch Rates $898.6MM Ser 2004-8 Mortgage P-T Certificates
----------------------------------------------------------------
Fitch Ratings assigns a 'AAA' rating to CWMBS, Inc.'s Mortgage
Pass-Through Certificates, CHL Mortgage Pass-Through Trust 2004-8
Classes 1-A-1 through 1-A-13, 2-A-1, PO and A-R (senior
certificates, $877,499,565).

In addition, Class M ($11,250,000) is rated 'AA', Class B-1
($4,500,000) is rated 'A', Class B-2 ($2,700,000) is rated 'BBB',
the privately offered Class B-3 ($1,350,000) is rated 'BB', and
the privately offered Class B-4 ($1,350,000) is rated 'B'.

The 'AAA' rating on the senior certificates reflects the 2.50%
subordination provided by the 1.25% Class M, the 0.50% Class B-1,
the 0.30% Class B-2, the 0.15% privately offered Class B-3, the
0.15% privately offered Class B-4, and the 0.15% privately offered
Class B-5 (not rated by Fitch). Classes M and B-1 to B-4 are rated
based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing), rated RMS2+ by Fitch, a direct wholly
owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The certificates represent an ownership interest in two groups of
conventional, fully amortizing mortgage loans. Loan group 1
consists of 30-year fixed-rate mortgage loan totaling
$641,085,668, as of the cut-off date, May 1, 2004, secured by
first liens on one-to four- family residential properties. The
mortgage pool demonstrates an approximate weighted-average loan-
to-value ratio (OLTV) of 69.62%. Approximately 54.7% of the loans
were originated under a reduced documentation program. The
weighted average FICO credit score is approximately 742. Cash-out
refinance loans represent 15.03% of the mortgage pool and second
homes 4.06%. The average loan balance is $514,102. The three
states that represent the largest portion of mortgage loans are
California (54.17%), New Jersey (3.69%) and Massachusetts (3.56%).

Loan group 2 consists of 15-year fixed-rate mortgage loan totaling
$179,751,344, as of the cut-off date, secured by first liens on
one-to four- family residential properties. The mortgage pool
demonstrates an approximate weighted-average OLTV of 60.86%.
Approximately 55.5% of the loans were originated under a reduced
documentation program. The weighted average FICO credit score is
approximately 743. Cash-out refinance loans represent 19.59% of
the mortgage pool and second homes 4.78%. The average loan balance
is $554,788. The three states that represent the largest portion
of mortgage loans are California (51.36%), Illinois (5.10%) and
New Jersey (4.54%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Approximately 96.82% and 3.18% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively. Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduit (REMIC).


CYGNUS BUSINESS: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Cygnus Business Media Inc. and its parent company
CommerceConnect Media Holdings Inc., which are analyzed on a
consolidated basis.

At the same time, Standard & Poor's assigned its 'B' rating and a
recovery rating of '4' to Cygnus's proposed $190 million first
lien secured bank facility, indicating expectations for a marginal
recovery of principal (25%-50%) in a default scenario. In
addition, Standard & Poor's assigned its 'CCC+' rating and a
recovery rating of '5' to the proposed $30 million second lien
institutional term loan, indicating expectations for a negligible
recovery of principal (0%-25%) in default. On a pro forma basis,
the Westport, Conn.-based firm will have about $202 million in
consolidated debt and $34 million in mandatorily redeemable series
A preferred stock, as of March 31, 2004. The outlook is stable.
     
"The ratings reflect Cygnus's high leverage, small cash flow base,
reliance on acquisitions to support its revenue and cash flow in
recent years, and the weak, albeit improving, operating
environment," said Standard & Poor's credit analyst Steve
Wilkinson. "These risks are partially offset by the company's good
cash flow diversity, the complementary nature and good competitive
positions of its niche trade publications, expositions, and
related operations, and its experienced management team."
     
Cygnus publishes 65 controlled circulation trade magazines
(representing about 80% of revenue and cash flow), organizes 50
trade events and conferences, has 79 related websites, and creates
customized marketing publications. These assets target 15 sectors
with many publications and expositions serving the same niches,
which provides some cross-promotional opportunities and leverage
of industry knowledge and client relationships.


DELTA AIR: Reports Say Restructuring Professionals Hired
--------------------------------------------------------
Delta Air Lines, Inc., reporting a $387 million loss for the
quarter ending March 31, 2004, and a shareholder deficit topping
$1 billion at March 31, 2004, disclosed it has hired restructuring
professionals:

    * The Blackstone Group, L.P., is now providing the nation's
      third-largest carrier with financial advisory services; and

    * Davis, Polk & Wardwell is providing legal advice to the
      company, according to unidentified people familiar with the
      matter, Reuters reports . . . but Davis Polk frequently
      provides securities-related counsel to the airline.

"Delta officials downplayed the news," Alexander Coolidge, a staff
reporter for The Cincinnati Post relates.  

Deloitte & Touche, LLP, serves as Delta's outside auditor.  

On April 30, 2004, Delta named Michael Palumbo as its new chief
financial officer.  Mr. Palumbo, 57, previously worked for seven
years as Trans World Airlines' CFO prior to its sale to AMR Corp.
under the auspices of the U.S. Bankruptcy Court in Wilmington.  
Mr. Palumbo replaces M. Michele Burns who chose to join Mirant
Corporation as its new CFO.  

Lynne Marek at Bloomberg News reports that dozens of Delta
bondholders and vendors have called Saybrook Capital LLC in Santa
Monica, Calif., in preparation for a chapter 11 filing.  

                    Unsustainable Losses

"Our losses, coupled with the decline in cash, are unsustainable
over the long term," the 838-aircraft hub-and-spoke carrier said
in its latest quarterly report delivered to the Securities and
Exchange Commission.  

"It is essential that we achieve a competitive cost structure.  
Our cost structure is materially higher than the low-cost carriers
with which we compete.  Moreover, other hub and spoke carriers,
such as American Airlines, United Airlines and US Airways, have
significantly reduced their costs through bankruptcy or the threat
of bankruptcy.  Our unit costs went from being among the lowest of
the hub and spoke carriers to among the highest for 2003, a result
which places us at a serious competitive disadvantage.

"At the end of 2003, we launched a strategic reassessment of our
operating and business strategy and expect to present
recommendations to our Board of Directors at a late summer
meeting.  We are also continuing our profit improvement
initiatives, which have a goal of reducing our mainline fuel price
neutralized unit costs by 15% as compared to 2002. While we have
made progress under these initiatives, we now believe that we may
need greater reductions in unit costs in order to achieve a
competitive cost structure. We are evaluating the appropriate
target as part of our strategic reassessment."

                           Chapter 11

"Absent circumstances beyond our control," Delta said earlier this
month, "we expect to meet our obligations as they come due through
available cash and cash equivalents, investments, internally
generated funds and borrowings pursuant to existing commitments
for regional jet aircraft.  Our unencumbered assets are limited
and our credit ratings have been substantially lowered.  
Accordingly, we do not expect to complete any other significant
new financing transactions for the foreseeable future.  Continued
losses of the magnitude experienced in 2003 and the March 2004
quarter are unsustainable over the long term, and we have
significant obligations due in 2005 and thereafter.  If we cannot
achieve a competitive cost structure, regain sustained
profitability and access the capital markets on acceptable terms,
we will need to pursue alternative courses of action intended to
make us viable for the long-term, including the possibility of
seeking to restructure our costs under Chapter 11 of the U.S.
Bankruptcy Code."

                            Liquidity

Delta has $577 million of long-term debt coming due this year and
another $1.227 billion needs to be repaid before the end of 2005.  
At March 31, 2004, Delta had $2.2 billion in unrestricted cash, a
decrease of $500 million from December 31, 2003.  At March 31,
2004, Delta's balance sheet shows negative working capital of $2.1
billion.  Delta says a negative working capital position is normal
and "typically due to our air traffic liability and the fact that
we primarily generate revenue by providing air transportation
through the utilization of property and equipment, which are
classified as long-term assets."  

During the March 2004 quarter, a number of Delta's credit ratings
were lowered to junk levels.    


DONLAR CORP: Flexible Solutions to Acquire Assets for $6.15 Mil.
----------------------------------------------------------------
Flexible Solutions International Inc. (FSI - American),
(FRANKFURT: FXI), the developer and manufacturer of
environmentally safe water and energy conservation technology,
announced that it is acquiring all of the assets of Donlar Corp.
(DLRC.PK), including its "green chemistry" products for water
treatment, agricultural and industrial uses, for $6.15 million in
cash.

Terms of the acquisition consist of a cash payment of $3 million
at the closing (less $50,000 already tendered) and a $3.15 million
promissory note at prime rate due one year after the close. The
closing is to take place on or before June 11, 2004.

The assets FSI acquired from Donlar include a broad portfolio of
environmentally friendly technologies and products, 52 U.S. and
139 international patents and a 65,000-square foot manufacturing
plant on 40 acres of property. Donlar also has leased corporate
offices and a laboratory in Bedford Hills, Ill. The net book value
of the assets were placed at around $8 million for property, plant
and equipment, in addition to $1.7 million for intellectual
property. For the year ending Dec. 31, 2003, Donlar reported sales
of $4.2 million.

"The acquisition of these established synergistic technologies
broadens Flexible Solutions' reach into additional conservation
and environmental markets and will triple the Company's annual
revenue," stated President and Chief Executive Officer Dan
O'Brien. "Donlar went into Chapter 11 bankruptcy in February 2004,
creating an opportunity for FSI to initiate a clean cash
transaction for the company's assets."

Mr. O'Brien said that there is a real opportunity for
significantly growing the existing business. "Donlar's factory is
underutilized and the manufacturing infrastructure has the
capacity for increased production," he stated. "At the same time,
there are a number of markets which are not fully exploited for
Donlar's extensive line of products."

Mr. O'Brien noted that Donlar's assets are a natural fit with
Flexible Solutions' existing product line, as well as those under
development. "Both consist of environmentally friendly water-
related technology and products for agricultural crop enhancement,
pest control and have multiple applications in the industrial and
consumer markets," he said. "In addition, the melding of these two
technologies will create opportunities for the development of even
more products."

The newly acquired products and technology includes biodegradable
polymers to prevent corrosion and scaling in water piping within
the petroleum, chemical, utility and mining industries; proteins
that enhance fertilizers to improve crop yields; additives that
reduce the levels of insecticides, herbicides and fungicides that
protect plants and crops and additives for laundry and dishwasher
detergents that prevent dirt particles from re-attaching
themselves to fabrics and kitchen ware. The products are marketed
to a variety of industries such as oil fields, water treatment,
agriculture and manufacturers of commercial products.

Donlar's global portfolio of 191 patents cover manufacturing
techniques, composition of product matter, and methods of use. Its
first U.S. patent covered the production of synthetic protein on a
large scale basis, which eventually led to the commercialization
of a variety of thermal polyaspartate (TPA) biopolymers. TPA
products are beta-proteins (biopolymers) manufactured from the
common biological amino acid, L-aspartic acid. TPA is a highly
active biopolymer that is completely soluble in water. TPAs can be
formulated for many uses such as anti-scalants for hard-water
environment, corrosion inhibitors, dispersants for mining
slurries, in addition to applications for detergents and
superabsorbents for baby diapers and adult incontinence products.
The aggregate market potential for such products is more than $8
billion in the U.S. and $20 billion globally, according to
Chemical Market Reporter.

Flexible Solutions has developed a proprietary line of water-
related products that include Water$avr, the world's first
commercially viable water evaporation retardant for large bodies
of water such as lakes and reservoirs. Water$avr targets large
water suppliers such as public utilities and industries which
require storage facilities to provide a constant supply of water.
FSI currently is developing applications to use Water$avr as a
spreading mechanism to combat mosquito-borne diseases such as West
Nile Virus and Malaria and as a platform for delivering nutrients
to irrigated agricultural crops. FSI's other key products are
Heat$avr and EcoSavr. Heat$aver prevents heat loss caused by
evaporation in indoor swimming pools and spas. Its EcoSavr
product, a form of Heat$avr, targets the residential swimming pool
market.

              About Flexible Solutions International

Flexible Solutions International, Inc. --
http://www.flexiblesolutions.com/ -- based in Victoria, British  
Columbia, is the developer and manufacturer of Water$avr, the
world's first commercially viable water evaporation retardant. FSI
is an environmental technology company specializing in energy and
water conservation products for drinking water, agriculture,
industrial markets and swimming pools throughout the world.
Water$avr reduces evaporation by up to 30% on reservoirs, lakes,
aqueducts, irrigation canals, ponds and slow moving rivers.
Heat$avr, a "liquid blanket" evaporation retardant for the
commercial swimming pool and spa markets, also reduces humidity
and lowers water heating costs, resulting in energy savings of 15%
to 40%. The Company's EcoSavr product targets the residential
swimming pool market.

                      About Donlar Corp.

Headquartered in Summit Argo, Illinois, Donlar Corporation
-- http://www.donlar.com/-- is a manufacturer of Biodegradable
Specialty Chemicals that provides performance for various products
and processes for the creation of non-toxic products.  The Company
filed for chapter 11 protection on February 26, 2004 (Bankr. N.D.
Ill. Case No. 04-07455).  Scott R. Clar, Esq., at Dannen Crane
Heyman & Simon represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $10,880,022 in total assets and $27,371,432 in total debts.


DOW CORNING: Set to Emerge from Chapter 11 Tomorrow
---------------------------------------------------
After a record-setting 3,305 days of protection from its
creditors, Dow Corning Corporation is ready to emerge from chapter
11 bankruptcy tomorrow, June 1, 2004.  

In a last-minute Plan amendment -- a full-text copy of which is
available at http://www.mied.uscourts.gov/_dow/orders/01-71843.pdf
-- Dow Corning decided to scrap issuing New Senior Notes and New
Subordinated Notes to its commercial creditors.  Instead, Dow
Corning will pay those creditors cash as soon as checks can be cut
and dropped in the mail.  Dow Corning's commercial creditors
recover 100-cents-on-the-dollar plus 6.28% interest, which was the
federal judgment rate in May 1995.  

Dow Corning manufactures silicone-based products, generating
billions of dollars of sales each year.  Dow Corning manufactures
over 10,000 products and serve more than 50,000 customers.  Dow
Corning's products are used in the aerospace, automotive,
chemicals/petrochemicals, construction, consumer products,
electrical and electronics, food processing, industrial
maintenance and production, medical materials, paints and
coatings, personal household and automotive care, plastics,
pressure sensitive adhesives and paper release coatings, and
textiles and leather industries.  Dow Corning was incorporated in
1943 by Corning Glass Works, now Corning Incorporated, and The Dow
Chemical Company for the purposes of developing and producing
polymers and other materials based on silicon, one of the most
abundant elements in the world.  

                     Bankruptcy History

Dow Corning filed for chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone
implant-related tort liability.  The Company owed its commercial
creditors more than $1 billion at that time.  A consensual Joint
Plan of Reorganization, amended on February 4, 1999, offered to
pay commercial creditors in full with post-petition interest,
establish a multi-billion-dollar settlement trust for tort claims,
and leave Dow Corning's shareholders unimpaired.  

The Bankruptcy Court held confirmation hearings on June 28, 1999,
with closing arguments held on July 30, 1999, and then entered its
Findings of Fact and Conclusions of Law, and Order Confirming the
Amended Joint Plan on November 30, 1999.  The Bankruptcy Court
also entered various opinions and findings relating to its
Confirmation Order:

     * In re Dow Corning Corp. (Amended Opinion on the
       Classification and Treatment of Claims), 244 B.R. 634
       (Bankr. E.D. Mich. 1999);

     * In re Dow Corning Corp. (Amended Opinion on Good Faith),
       244 B.R. 673 (Bankr. E.D. Mich. 1999);

     * In re Dow Corning Corp. (Amended Opinion on Cram Down of
       Class 4: Is it Fair and Equitable to Cram Down Commercial
       Claims with Interest Less than Contract Rate?), 244 B.R.
       678 (Bankr. E.D. Mich. 1999);

     * In re Dow Corning Corp. (Amended Opinion Regarding Cram
       Down on Class 18), 244 B.R. 696 (Bankr. E.D. Mich. 1999);

     * In re Dow Corning Corp. (Amended Opinion Regarding Cram
       Down on Class 15), 244 B.R. 705 (Bankr. E.D. Mich. 1999);

     * In re Dow Corning Corp. (Amended Opinion on 11 U.S.C. Sec.
       1129(a)(9) Objections of the I.R.S. and Texas Comptroller),
       244 B.R. 718 (Bankr. E.D. Mich. 1999); and

     * In re Dow Corning Corp. (Opinion on Best-Interests-of-
       Creditors Test, Feasibility, and Whether Plan Proponents
       comply with the Applicable Provision of Title 11), 244 B.R.
       721 (Bankr. E.D. Mich. 1999).

David Ellerbe, Esq., at Neligan Tarpley Andrews & Foley LLP in  
Dallas, represents Dow Corning Corporation.  Michael S. Flynn,
Esq., at Davis Polk & Wardwell, represents the Commercial
Creditors' Committee.  

                       Bankruptcy Records

     * Longest Time for a Confirmed Plan to Take Effect

At 3,305 days, Dow Corning will hold the all-time record for the
longest period from a chapter 11 Petition Date to the Effective
Date of a chapter 11 plan.  

     * Longest Time to Propose a Chapter 11 Plan

LTV Steel Company, Inc. (In re Chateaugay Corp., et al., Case No.
86 B 11270 (BRL) (Bankr. S.D.N.Y. 1986)) was in and out of
bankruptcy in a total of 2,506 days.  Chateaugay continues to hold
the record for the longest period from Petition Date to
Confirmation -- 2,416 days.   

     * Longest Time to Formally Close a Business Case

In re Mary E. Fuller and Charles H. Groves (partners in Turnbull &
Co., a copper pail manufacturing firm), Bankr. No. 3165 (S.D.N.Y.
October 12, 1871), holds the record for the longest period from
the Petition Date to entry of an order formally closing a
bankruptcy case.  A claim trader, Mr. George Schmelzer, acquired
Bridgeport Brass Company's $18,000 claim against Mr. Groves and
came to the U.S. District Court in 1991 to recover payment on his
claim.  He wanted his fair share of a $5.9 million asset he'd
discovered, and, potentially, 120 years of postpetition interest.  
Judge Schwartzberg held that the bankruptcy case was effectively
closed at some point in time during the preceding century.  He
couldn't say exactly when, but some theory of laches or
abandonment, he reasoned, must have buried the bankruptcy claim in
the sands of time.  Judge Schwartzberg entered an order in 1992
closing the bankruptcy case so it could rest in peace and sent the
parties to state court to talk about who has good and clean title
to that newly discovered asset.  

                  
DYNEGY INC: Obtains New $1.3 Billion Credit Facility
----------------------------------------------------
Dynegy Inc. (NYSE:DYN) announced the completion of a new $1.3
billion credit facility consisting of a $700 million revolving
credit facility that matures in May 2007 and a $600 million term
loan that matures in May 2010.

The lead arrangers for the facility are Banc of America Securities
LLC, Citigroup Global Markets Inc., Credit Suisse First Boston,
J.P. Morgan Securities Inc. and Lehman Brothers Inc. These five
arrangers committed $625 million in aggregate toward the revolving
credit portion of the new credit facility. In addition, Morgan
Stanley Senior Funding, Inc. and Merrill Lynch Capital Corporation
have joined the lead arrangers of the transaction and committed
$75 million in aggregate to complete the revolving credit facility
target amount of $700 million.

"The substantial commitments by our five lead arrangers, as well
as the addition of Morgan Stanley and Merrill Lynch to the Dynegy
bank team, reflect the significant progress we have made to
restore the confidence of the financial community through our
self-restructuring program," said Bruce A. Williamson, Chairman,
President and Chief Executive Officer of Dynegy Inc. "Through
their commitments, these seven institutions are demonstrating
their belief in our company and, importantly, their desire to be a
part of Dynegy's future.

"By accomplishing this important financial milestone now, we
reduce future refinancing risk and extend our maturity runway to
help the company capitalize on continued improvements in the U.S.
economy and a return to a stronger power price environment,"
Williamson added. "This will further position Dynegy for growth
opportunities in the sector as they materialize."

The revolving credit facility will be undrawn at closing and is
available for letters of credit and general corporate purposes. Of
the $600 million in proceeds from the term loan that will be drawn
at closing, approximately $190 million will be used to repay
indebtedness and to pay fees and expenses associated with the new
credit facility. The remaining drawn proceeds are available to be
used for general corporate purposes.

                      About Dynegy Inc.

Dynegy Inc. provides electricity, natural gas and natural gas
liquids to customers throughout the United States. Through its
energy businesses, the company owns and operates a diverse
portfolio of assets, including power plants totaling more than
12,700 megawatts of net generating capacity, gas processing plants
that process approximately 1.8 billion cubic feet of natural gas
per day and nearly 38,000 miles of electric transmission and
distribution lines.


EMPIRE FINANCIAL: Receives SEC Wells Notice on Mutual Fund Trading
------------------------------------------------------------------
Empire Financial Holding Company (Amex: EFH), a financial
brokerage services firm serving retail and institutional clients,
reported that it has received a Wells Notice from the staff of the
Securities and Exchange Commission in connection with the
previously announced SEC investigation into the trading of mutual
fund shares on behalf of clients of the Company.

The notice advises the Company that the staff of the SEC intends
to recommend that the SEC commence civil injunctive action and
public administrative proceedings against the Company, Kevin M.
Gagne, the Company's Chairman of the Board and CEO, and certain of
its former employees. Pursuant to SEC rules, the Company has the
opportunity to respond to the SEC's notification before the SEC
makes a formal decision regarding any enforcement action to be
taken. The Company intends to continue to cooperate fully with SEC
in this investigation.

The Company is no longer involved in the trading of mutual fund
shares on behalf of its institutional clients, and all employees
of the Company that were involved in the trading of mutual fund
shares on behalf of the Company's institutional clients have
resigned or been terminated by the Company. In addition, effective
immediately, Mr. Gagne has voluntarily taken an unpaid leave of
absence from the Company pending the resolution of the SEC
investigation.

            About Empire Financial Holding Company

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service
retail brokerage services through its network of independently
owned and operated offices and discount retail securities
brokerage via both the telephone and the Internet. Through its
market-making and trading division, the Company offers securities
order execution services for unaffiliated broker dealers and makes
markets in domestic and international securities. Empire Financial
also provides turn-key fee based investment advisory and
registered investment advisor custodial services through its
wholly owned subsidiary, Empire Investment Advisors, Inc.

                        *   *   *

As reported in the Troubled Company Reporter's May 20, 2004
edition, the audit report contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 2003 contains an
explanatory paragraph that raises doubt about the Company's
ability to continue as going concern because the Company has had
net losses from continuing operations in 2003 and 2002, a
stockholders' deficit and has uncertainties relating to regulatory
investigations.


ENRON: 104 of 111 Creditor Classes Vote to Accept Chapter 11 Plan
-----------------------------------------------------------------
Enron Corp. and its affiliates announced that it has filed with
the U.S. Bankruptcy Court the certification of the vote by
creditors for Enron's Joint Chapter 11 Plan.

Of the Plan classes in which votes were received, 104 classes
overwhelmingly voted to accept the Plan and only seven classes
voted to reject the Plan. These seven classes are:

    * Enron Power Marketing, Inc. (general unsecured);
    * Enron Broadband Services (general unsecured);
    * Enron North America Upstream (general unsecured);
    * Clinton Energy (general unsecured);
    * Risk Management & Trading Corp. (general unsecured);
    * Portland General Holdings (general unsecured and
      convenience class).

"We are pleased that we have sufficient votes to confirm the
plan," said Stephen F. Cooper, Enron's acting CEO and chief
restructuring officer. "We will continue to work with these few
dissenting classes to address their issues, answer their
questions, and hopefully reach a positive resolution by our June 3
confirmation hearing."

In order for a creditor class to have accepted the Plan, two-
thirds of the dollar amount represented by the class and more than
50 percent of the number of creditors is required. Enron and its
affiliates expect to file an amended certification of the vote on
or before the beginning of the confirmation hearing.


ENRON: Court Okays Mission Iowa & Storm Lake Settlement Agreements
------------------------------------------------------------------
Storm Lake Power Partners I, LLC, is the owner of a 112.5-
megawatt wind power project comprised of 150 750-kilowatt wind
turbines located in Storm Lake, Iowa.  Mission Iowa Wind Company
owns 99% of the issued and outstanding membership interest in
Storm Lake I and Enron Wind Storm Lake I, LLC, owns the remaining
1%.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges, LLP, in
New York, relates that certain of the Enron Debtor Parties and
their predecessors-in-interests -- EWSL, Enron Wind Systems, LLC,
Enron Wind Constructors Corp., Enron Wind Energy Systems, LLC,
Enron Wind Maintenance Corp., Enron Wind Corp, Enron Wind
Development, LLC, and Enron Corporation -- have entered into
numerous agreements on June 30, 1999 with Mission Iowa and Storm
Lake relating to the Storm Lake Project, including:

   (1) Amended and Restated Operating Agreement of Storm Lake
       Power Partners I, LLC, between EWSL and Mission Iowa;

   (2) Purchase Agreement between EWSL and Mission Iowa;

   (3) Tax Indemnity Agreement between EWSL and Mission Iowa;

   (4) Amended and Restated Agreement to Engineer, Procure and
       Construct Wind Generation System between Storm Lake and
       Zond Constructors, Inc.;

   (5) Amended and Restated System Operation Maintenance
       Agreement between Storm Lake and Zond Maintenance
       Corporation;

   (6) Supplemental Warranty Agreement between Storm Lake and
       Zond Constructors;

   (7) Management Agreement between EWSL and Storm Lake;

   (8) Guaranty Agreement by Enron in favor of Mission Iowa;

   (9) Guaranty by Enron in favor of Storm Lake;

  (10) Management Agreement Guaranty by Enron Wind Corp.
       in favor of Storm Lake, et al.;

  (11) Amended and Restated Construction Contract Guaranty by
       Enron Wind Corp. in favor of Storm Lake, et al.; and

  (12) Amended and Restated O&M Agreement Guaranty between Enron
       Wind Corp. and Storm Lake.

Pursuant to the Project Agreements, certain of the Debtor Parties
designed, manufactured, built, operated, maintained and warranted
the Storm Lake Project.  Enron and Enron Wind Corp. provided
guarantees for fulfillment of these services.

After commencement of the Debtors' Chapter 11 cases, certain of
the Debtor Parties sought the Court's authority to sell
substantially all of the U.S. and European manufacturing assets
related to the Enron Wind business to General Electric Company.  
Mission Iowa and Storm Lake objected the sale but the Court
overruled it.

Mr. Bienenstock reports that Mission Iowa and Storm Lake
subsequently filed 50 proofs of claim for about $2,700,000,000 in
total.  The Claims include amounts for breach of warranty and
other obligations arising under the Project Agreements and
damages arising from the Wind Sale Transaction.

Mission Iowa and Storm Lake also object to several of the
Debtors' motions, the Joint Plan and the Disclosure Statement,
relating to these issues:

   (i) The Joint Plan's treatment of intercompany claims between
       certain of the Debtor Parties;

  (ii) The proposed settlement of substantive consolidation
       claims under the Joint Plan;

(iii) The treatment of Wind creditors' guaranty claims;

  (iv) The proposed distributions to unsecured creditors; and

   (v) The proposed releases contained in the Joint Plan.

The objections prompted the Debtors to enter into a global
resolution of the disputes with Mission Iowa and Storm Lake.

Pursuant to a stipulation, the Debtor Parties agree that Mission
Iowa and Storm Lake will have these allowed claims against the
Debtors under Section 502 of the Bankruptcy Code, which claims
will be in full satisfaction of Mission Iowa's and Storm Lake's
claims:

   (a) Mission Iowa will have:

       -- an allowed Class 48 General Unsecured Claim for
          $21,500,000 against the Enron Wind Constructors, LLC,
          estate;

       -- an allowed Class 46 General Unsecured Claim for
          $21,500,000 against Enron Wind Energy Systems Corp.
          estate;

       -- an allowed Class 93 General Unsecured Claim for
          $4,000,000 against the EWSL I estate;

       -- an allowed Class 186 Wind Guaranty Claim for
          $4,000,000 against the Enron Wind Corp. estate; and

       -- an allowed Class 185 Enron Guaranty Claim for
          $21,500,000 against the Enron estate; and

   (b) Storm Lake will have:

       -- an allowed Class 48 General Unsecured Claim for
          $32,400,000 against the Enron Wind Constructors, LLC,
          estate;

       -- an allowed Class 46 General Unsecured Claim for
          $32,400,000 against Enron Wind Energy Systems Corp.
          estate;

       -- an allowed Class 47 General Unsecured Claim for
          $2,600,000 against the Enron Wind Maintenance Corp.
          estate;

       -- an allowed Class 186 Wind Guaranty Claim for
          $35,100,000 against the Enron Wind Corp. estate; and

       -- an allowed Class 185 Enron Guaranty Claim for
          $6,100,000 against the Enron estate.

The Debtors will also cause the allocation and ownership of the
assets of each of EWC, EWES, EWSL and Wind, including any
proceeds from the consummation of the Wind Sale Transaction to
GE, in accordance with the Disclosure Statement.

Furthermore, Mr. Bienenstock notes that the Joint Plan will
provide an option to each holder of an allowed unsecured claim
against any of the Wind Debtors that votes to accept the Joint
Plan to elect to receive additional distributions of cash in lieu
of distributions of Cross Country Common Equity, PGE Common Stock
and Prisma Common Stock the holder would receive in respect of
its allowed unsecured claim against the Wind Debtor, at a price
equal to the per share value the Court determines at the
Confirmation Hearing.  To clarify matters, upon acceptance of the
Joint Plan, Mission Iowa and Storm Lake will be entitled to
receive the benefit of the Cash Election irrespective of the vote
of any other creditor on the Joint Plan or the acceptance of the
Joint Plan by any class of creditors.

Under the Stipulation, Mr. Bienenstock states that the Wind
Debtors have agreed not to enter into any settlement agreement
regarding any other unsecured claim against any Wind Debtor on
terms and conditions more favorable than those provided to
Mission Iowa and Storm Lake pursuant to the Stipulation.  In the
event they do so, the Wind Debtors will offer Mission Iowa and
Storm Lake similar treatment.

The Debtors have also agreed to continue to pursue objections to
claims improperly filed against the Wind Debtors and will report
to Mission Iowa and Storm Lake on the progress in resolving the
objections to the claims, including all claims that are asserted
against the Wind Debtors by creditors whose claims are actually
Non-Wind Enron affiliates.

In addition, the Debtors will assign or transfer without
representations (i) to Mission Iowa or its designee their
ownership interests in Storm Lake, if any, and (2) to MidAmerican
Energy Company their ownership interest in any transmission lines
used by the Storm Lake Project.

In return for the Debtor Parties' agreements, Mission Iowa and
Storm Lake will agree:

   -- to withdraw the Objections to the Joint Plan;

   -- to vote in favor of the Joint Plan;

   -- not to object to the allowance of Intercompany Claims
      involving the Wind Debtors as provided in the Joint Plan;
      and

   -- that, subject to their right to seek reconsideration of
      the allowed amount of their Claims if events occur that
      will preclude them from receiving under the Plan cash
      distributions of at least $42,200,000 in respect of their
      Allowed Claims against the Wind Debtors, they will not be
      entitled to any allowed claims in Enron's case other than
      the Allowed Claims.

In connection with the financing of the Storm Lake Project,
Mission Iowa and Storm Lake assigned to the project lenders
certain of their rights under the Project Agreements for security
purposes.  

Fortis Bank filed proofs of claim against the Debtors relating to
the assignment.  The Stipulation precludes allowance of any claim
in respect of the Project Agreements, including the Fortis
Claims.

Upon entry of the Stipulations by the Court, each of Mission Iowa
and Storm Lake will be deemed to have:

   (i) withdrawn the Objections;

  (ii) voted its Allowed Claims in favor of accepting the Joint
       Plan; and

(iii) exercised the Cash Election with respect to all Claims
       pursuant to the Joint Plan, in each instance without the
       requirement of submitting separate ballots or taking
       other actions for these purposes.

By this motion, the Debtors ask the Court to:

   (a) approve the Stipulation in its entirety;

   (b) allow the Allowed Claims against the applicable Debtor
       Parties' estates; and

   (c) authorize the Debtor Parties to convey the Transferred
       Interests to Mission Iowa, Storm Lake and MidAmerican.

Mr. Bienenstock tells Judge Gonzalez that the proposed
Stipulation finally resolves all claims related to or arising out
of the Project Agreements, by any party.  In fact, the
Stipulation specifically precludes allowance of any claim of any
entity in respect of or in connection with any agreement to which
Mission Iowa or Storm Lake and any Debtor are parties.  
Furthermore, the Stipulation facilitates the Joint Plan by
resolving the Objections and providing additional votes in its
favor.

                       Fortis Bank Responds

Fortis Bank S.A./N.V. is the administrative agent under a secured
credit facility, dated June 30, 1999, entered into by Storm Lake
to finance the Storm Lake Project.  In connection with the
Financing Agreement, Storm Lake and Fortis entered into an
Amended and Restated Security Agreement, dated as of June 30,
1999.  Pursuant to the Security Agreement, to secure the timely
payment and performance of all obligations of Storm Lake under
the Financing Agreement, Storm Lake granted Fortis a security
interest in, inter alia, the Project Agreements, all contract
rights, documents, general intangibles and the proceeds -- the
Collateral.  Fortis properly perfected its security interest in
the Collateral.

Madlyn Gleich Primoff, Esq., at Clifford Chance US, LLP, in New
York, asserts that in view of Fortis' perfected security interest
in the Collateral, Fortis has a security interest in each of the
Claims Storm Lake filed against the Debtor Parties.  In addition,
Fortis filed Claim No. 16185, 16186, 16187 and 16188 against
Enron Wind Constructors Corp., Enron Wind Corp., Enron Corp., and
Enron Wind Maintenance Corp. in connection with the Project
Agreements and various guarantees granted directly to it by the
Debtor Parties.

The Debtor Parties' Chapter 11 filings and their defaults under
the Project Agreements gave rise to various defaults by Storm
Lake under the Financing Agreement.  While Fortis does not object
to the terms of the settlement between the Debtor Parties and
Storm Lake, it has requested that Storm Lake agree that the
Approval Order provide that all Distributions be deposited by the
Debtor Parties directly into the "Storm Lake I Wind Generation
Project Operating Account" which is an account of Storm Lake
maintained by Fortis.  Storm Lake has refused to comply with this
request.  Ms. Primoff contends that Storm Lake's refusal is
inconsistent with the plain terms of the Financing Agreement,
which provides that all Distributions will be deposited into the
Operating Account.

Thus, Fortis asks the Court to approve the Stipulation provided
that the Debtors and the Debtor Parties will deposit all
Distributions into the Operating Account.

                          *     *     *

The Court takes Fortis' Objection under advisement and will rule
on Fortis' Objection at a later date.  

Judge Gonzalez approves the Stipulation, subject to the
resolution of Fortis' Objection. (Enron Bankruptcy News, Issue No.
108; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ETHYL CORPORATION: Shareholders Approve New Corporate Structure
---------------------------------------------------------------
Voting at their annual meeting, Ethyl Corporation's (NYSE: EY)
shareholders have approved the company's move to a holding company
structure. As previously announced the new holding company will be
named NewMarket Corporation. Upon completion of the transaction,
which is anticipated to take place on or before July 1, 2004, each
share of the current Ethyl common stock will automatically be
converted into one share of NewMarket common stock. NewMarket
Corporation is expected to be listed on the New York Stock
Exchange under the ticker symbol "NEU".

Following the establishment of the holding company structure and
an internal restructuring of its subsidiaries, NewMarket will
become the parent company of two operating companies each managing
its own assets and liabilities. Those companies are Afton Chemical
Corporation (formerly named Ethyl Petroleum Additives, Inc.) which
focuses on petroleum additive products; and Ethyl Corporation,
representing certain manufacturing operations and the tetraethyl
lead (TEL) business that inspired the original Ethyl name.

Discussing the new structure, President and CEO Thomas E. Gottwald
said: "We believe that the creation of NewMarket effectively
mirrors the way we have reported operations for many years. At the
same time, we believe that it will add important strengths as we
continue to pursue the goals of our management team: new customer
solutions, increased shareholder value, and enhanced employee
opportunity."

Gottwald added "we believe that the creation of NewMarket brings
clarity to our operating structure and will establish a foundation
for our future evolution. We believe the holding company will
facilitate acquisitions and joint ventures, diversification into
new markets and improve financing options. Through our transition
to NewMarket, our commitment to our customers to deliver the most
innovative, productive value-added solutions emphatically remains
unchanged."

                        *   *   *

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

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


EXIDE: Wants 16 Objectionable Claims Reclassified and Reduced
-------------------------------------------------------------
After thoroughly reviewing their books and records as well as the
proofs of claim and supporting documentation, the Exide
Technologies Debtors found 16 objectionable Claims because:

   (a) the asserted classification for each Claim is not
       appropriate; and

   (b) the Claims are filed in amounts that differ from the
       amounts reflected in their Books and Records.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, relates that the 16
Claims were filed as secured, priority or general unsecured
claims relating to certain executory contracts and unexpired
leases that have been assumed by the Debtors.  Thus, the secured,
priority and general unsecured claims have been converted to
administrative expense claims relating to cure amounts.  

Accordingly, the Debtors ask the Court to reclassify and reduce
these claims:

                                          Original      Modified
Claimant                     Claim No.     Claim         Amount
--------                     ---------    --------      --------
Aramark Uniform Services       0327       $126,649      $108,049
Avaya, f/k/a Lucent Tech.      0949          7,862         5,333
Battery Power Systems          0291         67,149         4,389
Comdisco, Inc.                 1497         32,355        27,313
Forsyth McArthur Associates    2911         11,734         7,974
GI Trucking Co.                3647         10,122         1,806
Guard Systems, Inc.            1553         44,964        42,840
Industrial Battery             0874          2,704         2,657
Industrial Crating, Inc.       0914        129,681        90,725
NASCAR                         3004      4,637,813     1,637,812
NMHG Financial Services        3445        168,054         2,789
Paragon Films, Inc.            1313         80,957        78,920
Pitney Bowes Credit Corp.      0996          2,719         1,119
Premier Linen & Dry Cleaning   0109         25,875         7,317
Staples Business Advantage     0134         33,264         8,665
Verizon                        1086         39,887        39,440

The Debtors also ask the Court to disallow and expunge 33 Proofs
of Claim that represent claims for which the Debtors have no
liability according to their books and records:

Claimant                             Claim No.   Claim Amount
--------                             ---------   ------------
Aramark Uniform Services               2378           $1,295

GI Trucking Co.                        0846              380

Pitney Bowes Credit Corporation        0190              957
                                       0191            2,457
                                       0192              619
                                       0193              350
                                       0194              430
                                       0195              200
                                       0196            1,676
                                       0197              117
                                       0200            1,192
                                       0201              300
                                       0209            1,257
                                       0210              419
                                       0211              515
                                       0212              262
                                       0213           10,100
                                       0217              101
                                       0223              573
                                       0224              600
                                       0339            1,200
                                       0352              519
                                       0375              115
                                       0409              269
                                       0411              400
                                       0412              215
                                       0415            1,807
                                       0574              270
                                       0575            1,652
                                       0706              415

Verizon                                1015           13,853
                                       3757              899
                                       0199            2,580

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: Objects to J. Scott Sherrill's $97.9 Million Claim
-----------------------------------------------------------------
"The Federal-Mogul Corp. Debtors' substantive objections are
premature, and will only be litigated in [the] Court if the claim
is subordinated," David J. Lyons, Esq., in Wilmington, Delaware,
points out.

Mr. Lyons explains that Joseph Scott Sherrill's Claim is insured
by fiduciary insurance policies, against which no other creditors
have made claims.  The insurance coverage may be used only for
claims for breach of fiduciary duty.  Accordingly, the Debtors'
counterclaim for subordination is only relevant to determining
the Class' priority in collecting judgment amounts, against
Federal-Mogul, in an amount exceeding the $25 million insurance
coverage.

According to Mr. Lyons, the Debtors' objections are premised on
the contention that the sufficiency of allegations in a proof of
claim is judged by the pleading rules applicable to a complaint.  
In actuality, the sufficiency of proofs of claim is governed by
Rules 3001, 3002 and 3003 of the Federal Rules of Bankruptcy
Procedure, which require that a creditor timely file a claim in a
form substantially similar to the official form that does not
require details of all legal and factual bases for the claim.  If
the proof of claim is insufficient in its present form, it can
easily be remedied by amendment.  Moreover, the Debtors are well
aware of the basis for the Sherrill Claim in light of a pending
class action lawsuit before the U.S. District Court for the
Southern District of Illinois against certain current and former
officers, directors and employees of Federal-Mogul.

Section 502(a)(2) of the Employee Retirement Income Security Act
authorizes an individual participant to bring an action to
enforce Section 409 of the ERISA and its requirement that a
breaching fiduciary "make good to such plan" all losses caused by
its fiduciary breaches.  Although the recovery is ultimately to
be granted to the plan, the plan itself need not be named as a
plaintiff and not every plan participant need be injured for an
action to lie -- although all of the Debtors' Salaried Employees
Investment Program participants were injured by the SEIP
fiduciaries' imprudent investments in Federal-Mogul stock.

Mr. Lyons asserts that the Sherrill Claim need not plead with
"particularity" all of the factual circumstances supporting the
allegation that Federal-Mogul acted as a fiduciary of the SEIP.  
Mr. Sherrill does not assert a fraud claim and thus, would not
have to plead with "particularity" pursuant to Rule 9 of the
Federal Rules of Civil Procedure.  The proof of claim properly
asserts the basis for the Claim -- that Federal-Mogul acted as a
fiduciary and breached its fiduciary duties, causing losses to
the SEIP and its participants.

The claim does not assert that Federal-Mogul is liable for stock
fraud or concealing non-public information.  However, to the
extent that Federal-Mogul breached its duties to the SEIP through
non-disclosure of non-public information, Federal-Mogul's conduct
is not immunized by its concurrent violation of the federal
securities laws.

With respect to employee contributions, Mr. Lyons tells the Court
that Federal-Mogul is not immunized from liability by Section
404(c) of the ERISA because:

   -- Section 404(c) does not relieve fiduciaries of the
      responsibility to select prudent investment options for
      plan participants, and continually monitor the investment
      options to insure their continuing prudence; and

   -- insufficient information was given to participants and
      beneficiaries about the Plan's alleged status as a Section
      404(c) plan, and about the risks of investing in the Common
      Stock Fund, particularly in light of the Common Stock
      Fund's large holdings of Federal-Mogul Common Stock in
      addition to the high risk of investing generally in
      Federal-Mogul stock during the Class Period.

SEIP does not qualify as a Section 404(c) plan because
participants and beneficiaries did not exercise "independent
control" within the meaning of the section.

Therefore, Mr. Sherrill asks the Court to:

   (a) deny the Debtors' counterclaim for subordination and
       determine the Sherrill Claim's entitlement to unsecured
       status; and

   (b) overrule the Debtors' substantive objections and lift the
       stay so that he may pursue the liquidation of his Claim in
       the Illinois Litigation; or

   (c) in the alternative, if the Court considers the merits of
       the Debtors' substantive objection, overrule the
       objections in their entirety and allow the Claim in its
       entirety.

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


FERRELLGAS: Low-Rated Propane Retailer Reports 3rd Quarter Results
------------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation's largest
retail marketers of propane, reported earnings for the third
quarter of fiscal year 2004. The third quarter covers the three-
month period ended April 30, 2004.

During the quarter, the partnership announced the acquisition of
substantially all of the assets of Blue Rhino. Blue Rhino is the
nation's leading provider of branded propane tank exchange service
as well as leading supplier of complimentary propane and non-
propane products. Its tank exchange service is offered at more
than 30,000 retail locations in 49 states, Puerto Rico and the
U.S. Virgin Islands through leading home improvement centers, mass
merchants, hardware, grocery and convenience stores. The
partnership completed the transaction on April 21, 2004, near the
beginning of the propane grilling and tank exchange season.

Retail propane sales for the third quarter were 249 million
gallons, compared to near-record retail propane sales of 251
million gallons in the previous fiscal year's quarter, as retail
gallon growth from acquisitions was offset by the impact from
warmer than normal winter heating season temperatures and customer
conservation that resulted from historically high wholesale
propane costs. For the third quarter, national temperatures were 7
percent warmer than normal and 9 percent warmer than the prior
fiscal year's quarter, according to the National Oceanic and
Atmospheric Administration.

Gross profit for the quarter was $155.8 million, compared to
record gross profit results of $161.4 million reported in the
third quarter of fiscal 2003. This quarter's gross profit results
reflect a smaller contribution from risk management activities and
a slight reduction in the record-setting margins achieved during
the same quarter last fiscal year when wholesale propane costs
declined during the quarter.

Operating and general and administrative expenses for the quarter
were $80.9 million and $7.9 million, respectively, compared to
$79.1 million and $7.2 million in the prior year's quarter.
Reductions in operating expense this quarter were offset by
increases related to acquisitions made during the fiscal year.
Equipment lease expense for the third quarter was $5.0 million,
essentially unchanged compared to the prior fiscal year's quarter.

Adjusted EBITDA and net earnings for the third quarter were $62.0
million and $27.9 million, respectively, compared to a record-
setting $70.1 million and $39.4 million achieved during the prior
fiscal year's quarter.

"We have been able to effectively manage our business through a
challenging environment this fiscal year, remaining focused on the
long-term growth of the company and the security in distributions
to our common unitholders, yet aware of the impact that high
energy costs have on our customer base," said James E. Ferrell,
Chairman and Chief Executive Officer. "As we move into the summer
months, we are excited about the positive cash flow contribution
we anticipate coming from the recently acquired Blue Rhino tank
exchange operations, as these operations have historically
produced more than half of their annual cash flow during our
fiscal fourth quarter."

For the nine-months ended April 30, 2004, retail propane sales
volumes and gross profit were 744 million gallons and $446.9
million, respectively, and operating and general and
administrative expenses were $233.1 million and $23.8 million,
respectively. Equipment lease expense for the nine-month period
was $14.3 million. Adjusted EBITDA and net earnings for the nine-
month period were $175.7 million and $76.3 million, respectively.

                   About the Company

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

                         *    *    *

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

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

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


FLINTKOTE: Wants to Hire Nossaman Guthner as Insurance Counsel
--------------------------------------------------------------
The Flintkote Company asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Nossaman Guthner
Knox & Elliott LLP as its special insurance counsel.

The Debtor is pressing what it believes are highly meritorious
claims for substantial insurance coverage under several excess
policies written by Everest Reinsurance Company and Mt. McKinley
Insurance Company and issued to the Debtors at various times from
1975 through 1980.

For the past two years, Nossaman Guthner, principally through its
partners Kurt W. Melchoir, Esq., and Alison S. Hightower, Esq.,
has represented the Debtor in prosecuting its coverage claims.

In this retention, Nossaman Guthner will:

   a. advise the Debtor with respect to its lights to various
      insurance coverage;

   b. take all necessary action t0 protect such rights to
      insurance coverage and to maximize the Debtor's insurance
      recovery from the Pru-Re Litigation;

   c. negotiating with the other parties to the Pru-Re
      Litigation to secure recoveries for asbestos liabilities
      through settlement;

   d. litigate coverage disputes through alternative dispute
      resolution mechanisms and in federal and state courts;

   e. represent the Debtor at hearings to be held before this
      Court and communicating with the Debtor regarding issues
      related to the Pru-Re litigation that may be raised or
      heard before this Court, as well as the decisions and
      considerations of this Court on matters related to the
      Pru-Re Litigation;

   f. assist the Debtor in preparing appropriate legal pleadings
      and proposed orders as may be required in support of
      positions taken by the Debtor in matters related to the
      Pre-Re Litigation, as well as preparing witnesses and
      reviewing documents relevant thereto;

   g. assist in the development of a plan of reorganization,
      including advising the Debtor with respect to any claims
      handling trusts and issues relating to the Pru-Re
      Litigation;

   h. take all other necessary actions to preserve and maximize
      the value of the Debtor's estate in matters related to the
      Pru-Re Litigation; and

   i. render other services as may be in the best interests of
      the Debtor in connection with any of the foregoing, as
      agreed upon by Nossaman Guthner and the Debtor.

Nossaman Guthner's billing rates currently range from:

         Designation           Billing Rate   
         -----------           ------------
         attorneys             $215 to $475 per hour
         paraprofessionals     $100 to $145 per hour

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


FLIR SYSTEMS: $210MM Senior Convertible Notes Get S&P's B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
FLIR Systems Inc.'s $210 million 3.0% senior convertible notes due
2023. Simultaneously, Standard & Poor's assigned its 'B+'
corporate credit rating to the company. The outlook is stable.
     
FLIR Systems, which has annual sales of over $300 million, is a
niche player in the thermal imaging systems and infrared camera
systems market. As of March 31, 2004, FLIR Systems' total debt
outstanding, adjusted for operating leases, was about $218
million.

"The ratings reflect FLIR Systems' below-average business risk
profile due to the highly competitive market for imaging, where
competitors have substantially greater financial, technical, and
marketing resources, and the company's somewhat more aggressive
financial posture, including both acquisitions and share
repurchases," said Standard & Poor's credit analyst Rosemarie
Kalinowski. "These factors are partially offset by a still-solid
financial profile for the rating and a leading position in the
thermal imaging niche."
     
Overall sales have improved since 2001, primarily due to increased
demand by government entities, new applications, and the
improvement in global economies in 2003. The imaging segment,
which represents about 70% of sales, has demonstrated good growth
due to the demand for higher-priced systems for ground-based, law
enforcement, and broadcast applications. The demand by U.S. and
foreign governments has also increased for surveillance
applications. The thermography segment, which represents about 30%
of sales, generally targets commercial and industrial
applications. This segment has experienced meaningful growth since
2003 due to improving global economies, increased demand for its
E-Series products (lower-priced cameras) and predictive
maintenance applications, and penetration into new markets.
Approximately 25% of total sales are derived from the U.S.
Government and 45% is derived from international sources. The
EBITDA margin has been healthy, in the mid 20% area over the past
three years and higher than previous years, reflecting the
increase in demand, particularly for military and surveillance
imaging applications.
     
FLIR Systems' financial profile remains relatively strong for the
rating level. The acquisition of Indigo Systems Corp. in January
2004 for $165 million of cash enhances the company's customer base
and product mix. Proceeds from the convertible notes offering were
used for this purchase, as well as for the 2003 repurchase of $75
million of company shares.


FRANCE GROWTH: Stockholders Back Liquidation & Dissolution Plan
---------------------------------------------------------------
The France Growth Fund, Inc. (NYSE: FRF), announced that, at May
27, Thursday's Special Meeting of Stockholders, the Fund's
stockholders approved the liquidation and dissolution of the Fund.
At the conclusion of the Special Meeting, Thomas C. Barry,
Chairman of the Fund, stated that the Board of Directors would
begin the orderly liquidation and dissolution of the Fund in
accordance with the plan approved by the stockholders. In this
regard, the Fund expects to announce in the near future the
anticipated timing of liquidating distributions to stockholders.

The Fund said that the estimated expenses of the Fund until the
completion of its liquidation and dissolution will be reflected in
the Fund's net asset value as calculated at the close of business
yesterday. The Fund currently estimates that these expenses will
be approximately $1.2 million. These expenses include both the
Fund's operating arrangements and costs associated with the steps
necessary to implement the liquidation.

                       About the Fund

The France Growth Fund, Inc., is an internally managed closed-end,
diversified management investment company that was organized in
1990 to seek long-term capital appreciation through investment
primarily in French equity securities. The Fund maintains a
website at http://www.francegrowthfund.com/


HEALTHSOUTH: June 30 Hearing Set in Debt Acceleration Lawsuit
-------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) has extended its
solicitation of consents from holders of its 6.875% Senior Notes
due 2005, 7.375% Senior Notes due 2006, 7.000% Senior Notes due
2008, 8.375% Senior Notes due 2011, and 7.625% Senior Notes due
2012 until 11:59 p.m., New York City Time, on June 4, 2004.

The Company continues to negotiate with its Noteholders and looks
forward to completing these exchange offers on a fair and
commercially reasonable basis in order to facilitate its
continuing restructuring efforts.

The Company has agreed to pay $13.75 per $1,000 principal amount
to holders of its 6.875% Senior Notes due 2005, 7.375% Senior
Notes due 2006, 7.000% Senior Notes due 2008, 8.375% Senior Notes
due 2011 and 7.625% Senior Notes due 2012 who deliver valid and
unrevoked consents prior to the expiration of the consent
solicitations, subject to the proposed amendments to the
indentures becoming operative.

Each holder of notes who consents to the proposed amendments will
also be waiving all alleged and potential defaults under the
indentures arising out of events occurring on or prior to the
effectiveness of the proposed amendments.  Consents for any series
of notes may be revoked at any time prior to the date on which the
trustee under the indenture for that series receives evidence that
the requisite consents have been obtained.

                   Default Notice Served

HealthSouth also disclosed it has received a notice of technical
default on behalf of the requisite holders of its 7.00% Senior
Notes due 2008. The default notice relates to HealthSouth's
failure to file reports with the Securities and Exchange
Commission and with the trustee of its 2008 Senior Notes and, if
not cured within 60 days, could permit holders of the 2008 Senior
Notes to accelerate their indebtedness.

HealthSouth said that the notice of default was delivered in
connection with the Company's ongoing litigation with its
Noteholders, including holders of its 2008 Senior Notes.

                     Alabama Litigation

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

Tom Basig at the Birmingham Business Journal follows the on-going
battle between HealthSouth and vulture investor Michael Embler at
Franklin Mutual Advisors LLC.  His latest report is available at
http://msnbc.msn.com/id/5087195/  

HealthSouth argues that the fraud disclosed last year makes
delivery of financial statements impossible and the so-called
doctrine of impossibility should justify reforming the bond
indentures.  HealthSouth point-out that Franklin Mutual and other
vulture investors have seen the value of their bonds double in the
past year and that should be good enough.  The noteholders say
HealthSouth needs to honor each and every obligation and live up
to each and every promise contained in the bond indentures.  

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


HORIZON NATURAL: Wilbur Ross to Participate in Asset Purchase
-------------------------------------------------------------
Horizon Natural Resources Company announced that its previously
disclosed restructuring agreement with a majority of its Second
Lien Noteholders has been amended to include WLR Coal Holdings
LLC, a company formed by Wilbur L. Ross. Mr. Ross, is an
experienced owner and operator of companies acquired out of
bankruptcy, including other coal companies.

Under the terms of the agreement, Mr. Ross will acquire an initial
equity stake of 10% in the reorganized company and assume
operational and management control upon emergence from bankruptcy.
Mr. Ross and four other investors, who own a majority of the
Second Lien Notes, will backstop an equity rights offering to all
Noteholders, pursuant to which Mr. Ross will further increase his
stake.

Scott Tepper, CEO of Horizon, said, "We are delighted to have an
experienced manager like Wilbur Ross contribute his capital and
experience to our restructuring, and expect to present the terms
of our improved transaction in court on June 11."

               About Horizon Natural Resources

Horizon Natural Resources Company conducts mining operations in
four states at 20 locations:

-- Central Appalachian operations include all of the company's
   mining operations in southern West Virginia and Kentucky,
   currently totaling 16 surface and underground mines.

-- Mid-western operations include mining in Illinois and Indiana,
   currently totaling four surface and underground mines.


HUDSON'S BAY: Reports 51% Improvement in First Quarter Results
--------------------------------------------------------------
Hudson's Bay Company (Hbc) announced results for the three months
ended April 30, 2004.

Earnings before interest and income taxes (EBIT) improved to ($20)
million, 51 per cent over the same period last year. The loss per
share correspondingly improved 40 per cent to $0.32 compared to
the loss per share of $0.53 last year in the first quarter. On a
normalized basis, after excluding non-comparable items(1) in the
first quarter of 2003, EBIT in the first quarter of 2004 improved
36 per cent as compared to normalized EBIT in the first quarter of
2003. The normalized loss per share was $0.44 in the first quarter
of 2003.

Sales and revenue for the period were essentially flat at
$1,529 million compared to $1,535 million in the same period last
year. On a comparable store basis, Hbc sales in the quarter
declined 0.9 per cent, an improving trend over the previous
quarter. Apparel (softline) sales increased approximately 1 per
cent in the quarter, while seasonal and home categories declined
slightly. The improvement in normalized EBIT resulted from the
continued positive trend of gross margin rate increases and lower
costs. The overall retail gross margin rate for the Company
improved by 50 basis points. The selling, general and
administrative costs (excluding store closing costs) declined by
$9 million as compared to the first quarter of last year.

"Our strong bottom line performance in the first quarter of 2004
is encouraging, as we build on the positive momentum achieved in
the last three quarters of 2003," said George Heller, President
and CEO, Hbc. "We will continue our pursuit of profitable sales. I
commend the entire Hbc team for balancing market-share with our
focus on margin growth, which resulted in a 51 per cent increase
in EBIT in the quarter. This was achieved through strong control
of Hbc's cost structure and the continued execution of our Hbc
merchandise programs, including Power Buy and increasing product
exclusivity in all our distribution channels. We continue our
trend of improved cash flow and debt reduction. Free cash flow(2)
improved by $77 million in the quarter versus last year, and the
net debt (3) level of $369 million is half of last year's level.
Given our confidence in the internal and external environment we
have a positive outlook for the remainder of 2004."

Based on this strong first quarter performance Hbc continues to
expect normalized earnings per share for Fiscal 2004 in the range
of $1.15 - $1.25 per share, approximately a 24 per cent to 34 per
cent improvement versus the 2003 normalized result.

Hudson's Bay Company (S&P, BB+ Long-Term Corporate Credit and
Senior Unsecured Debt Ratings, Negative Outlook), established in
1670, is Canada's largest department store retailer and oldest
corporation. The Company provides Canadians with the widest
selection of goods and services available through retail channels
including more than 500 stores led by the Bay, Zellers and Home
Outfitters chains. Hudson's Bay Company is one of Canada's largest
employers with 70,000 associates and has operations in every
province in Canada. Hudson's Bay Company's common shares trade on
The Toronto Stock Exchange under the symbol "HBC".


IASIS HEALTHCARE: S&P Assigns B+ Rating to Proposed Bank Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '3' to IASIS Healthcare LLC's proposed new
senior secured bank credit facility.

IASIS Healthcare LLC is a wholly-owned subsidiary of IASIS
Healthcare Corp. The facility is rated the same as the company's
corporate credit rating; this and the '3' recovery rating mean
that lenders are unlikely to realize full recovery of principal in
the event of a bankruptcy, though meaningful recovery is likely
(50%-80%).
     
At the same time, Standard & Poor's assigned its 'B-' rating to
$475 million senior subordinated notes that are obligations of
both IASIS Healthcare LLC, and IASIS Capital Corp. as co-
borrowers.

In addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on hospital operator IASIS Healthcare Corp., and removed it
from CreditWatch where it was placed on May 5, 2004, following the
announcement of the proposed acquisition of the company for $1.4
billion by the private equity firm, Texas Pacific Group. As of
March 31, 2004, Franklin, Tenn.-based IASIS total debt outstanding
was $663 million.

"The outlook is negative, reflecting the potential for a lower
rating if the company does not achieve its intended reduction in
debt leverage, as this transaction adds about $250 million of
debt, and if the company's business policies become more
aggressive under new management," said Standard & Poor's credit
analyst David Peknay.

Upon completion of the transaction, the ratings on the existing
senior secured credit facility and subordinated notes will be
withdrawn.  

The speculative-grade rating on IASIS Healthcare reflects the
competitive nature of the company's key hospital markets and the
industry challenges it faces, including growing bad debt and
reimbursement risk.


INTL UTILITY: Mar. 31 Deficit Rises to $88M After Asset Write-Down
------------------------------------------------------------------
International Utility Structures Inc. released results for fiscal
2004, second quarter ending March 31, 2004. All amounts stated are
in U.S. dollars.

                      Write-down in Assets

In connection with its restructuring efforts, IUSI has received
indications of value which have resulted in it concluding that the
book value of property, plant and equipment carried on its balance
sheet is greater than fair market value. As a result it has been
determined to write-down the value of property, plant and
equipment as at March 31, 2004, from $32.2 million to $6.2
million. This write-down, along with the year to-date losses,
including the write-down of deferred financing, has caused the
deficit as at March 31, 2004 to increase to $88.2 million from
$55.1 million as at September 30, 2003.

                       TSX Delisting
      
The Company continues to operate under the "Companies' Creditor
Arrangement Act" and in January the CCAA order was extended to
June 30, 2004. Even though the Company is continuing its efforts
to complete a financial restructuring, there can be no assurance
that it will be successful in achieving this goal. The Company may
ultimately be forced to proceed with an orderly liquidation. In
the interim, the Company is carrying on business as usual and
continues to provide its high level of services and products to
customers and continues to pay its suppliers on a timely basis.

As the Company works through the restructuring or orderly
liquidation process, it presently anticipates that any plan of
restructuring or liquidation will result in no return for holders
of common shares. Accordingly, the Company urges that the
appropriate caution be exercised with respect to existing and
future investments in these securities as the value and prospects
are highly speculative. Given the foregoing, the Company has
applied to have its common shares delisted from the Toronto Stock
Exchange. It is expected that the delisting will be effective at
the close of market on Tuesday, June 1, 2004.

              Fiscal 2004 2nd Quarter Results

For the second quarter of fiscal 2004, IUSI reported sales of
$29.7 million compared to $20.6 million for the second quarter of
last year, a 43% increase. For the six months ending March 31,
2004, the Company reported sales of $58.4 million compared to
$41.7 million for the same period last year, a 40% increase.

Gross profit for the quarter was $9.4 million (31.6%), compared to
$5.5 million (26.7%) for the same period last year. For the six
months ending March 31, 2004, the gross profit was $18.6 million
(31.8%) compared to $11.8 million (28.4%) last year. The
improvement comes from gains through economies of scale, foreign
exchange gains, improved market focus and manufacturing
efficiencies.

Fixed plant, selling and general administrative expenses were $8.4
million for the quarter compared to $6.8 million for the same
quarter last year. For the six months ending March 31, 2004, these
expenses were $16.4 million compared to $13.4 million for the same
period last year. These increases are directly related to the
increased strength of the Euro, the professional costs and fees
relating to the "CCAA" filing in Canada and a provision for
severance costs.

Net loss for the second quarter was $30.4 million or $2.67 per
share, compared to a net loss of $5.5 million or $0.48 per share
for the same quarter last year. The loss of $30.4 million for the
second quarter includes a provision of $26.0 million taken against
the carrying value of the assets and a write-down of all deferred
financing costs of $1.1 million. Net loss for the six month period
ending March 31, 2004, was $33.1 million or $2.91 per share
compared to $9.6 million or $0.85 per share for the same six month
period last year.

Cash provided by operations for the three months ended March 31,
2004, was $376,000 compared to cash used of $2.0 million for the
same quarter last year. Cash provided by operations for the six
months ended March 31, 2004, was $1.3 million compared to cash
used of $1.9 million for the same six month period last year.

At March 31, 2004, net working capital was $16.4 million compared
to $19.4 million at September 30, 2003, not including the long-
term debt which has been classed as current due to its default
status.

                          Outlook

Although the Company has reported improved results from
operations, the Company is continuing its financial restructuring
efforts and the ultimate result of these efforts is unknown at
this time.


JOY GLOBAL: Reports Improved Sales & Net Income for Second Quarter
------------------------------------------------------------------
Joy Global Inc. (Nasdaq: JOYG), a worldwide leader in high-
productivity mining solutions, reported results for the second
quarter of fiscal 2004. Net sales for the quarter were
$338 million compared to $299 million in the second quarter of
last year, an increase of 13%. Operating income totaled $22.5
million in 2Q04 versus $11.1 million in the corresponding quarter
last year. Adjusted EBITDA increased to $34.7 million from $25.1
million in the comparable period last year. Net income amounted to
$18.8 million in the current quarter compared with $2.4 million in
the second quarter of fiscal 2003.

                    Results of Operations

"We are very pleased with the level of new orders in the quarter,
as well as our operational results," commented John Hanson,
Chairman, President and CEO of Joy Global Inc. "We have now
experienced two quarters of sequential growth in original
equipment orders in addition to four quarters of increased
aftermarket activity. Both are consistent with the continuing
rebound in the commodity markets served by our customers. These
strong incoming order rates will be reflected in higher revenues,
particularly original equipment shipments, in future quarters. Our
cost initiatives and rationalization projects of the past couple
of years have aided the sequential growth in gross margins. As we
move through this upturn in the cycle, we will maintain our
disciplined approach of concentrating on maximizing returns,
improving working capital management and generating free cash
flow."

Customer orders were very strong in the quarter, totaling $504
million, an increase of $192 million, or 62% from the second
quarter of fiscal 2003. For the second consecutive quarter
original equipment bookings were substantial, with a 159% increase
in the quarter over last year's second quarter. Solid electric
mining shovel orders as well as continuous miner orders
contributed to the quarterly increase. Aftermarket orders
increased 24% for the quarter with both businesses and most
geographic markets experiencing increases as previously idled
equipment goes back to work.

The increase in shipments in the second quarter of this year over
the corresponding quarter last year impacted all segments of our
business and reflected the strong aftermarket conditions in most
of the markets served. The percentage increase in quarterly
revenues was the same in both our underground machinery and
surface equipment operations. Original equipment sales increased
by only 2% though production rates in the factories are up
significantly in preparation for third and fourth quarter
shipments. Aftermarket revenues increased 17% during the quarter.
Finally, domestic sales increased by only 2% while international
sales increased by over 24%. The Company continues to believe that
the aftermarket revenue growth experienced in the last four fiscal
quarters is attributable to a combination of higher commodity
production and equipment repairs and upgrades by customers as they
put equipment back to work. The effects of higher incoming order
rates for original equipment during the last two quarters has yet
to be reflected in increased shipments, as witnessed by the
relatively constant original equipment revenues in the quarter.
The currency effect of the weak U.S. dollar was a significant
positive factor on a quarter-over-quarter basis with net sales
being increased by approximately $20 million.

Gross profit margins improved to 27% during the second quarter of
fiscal 2004, compared with 24% in the second quarter of last year.
Positive factors affecting margins include improved factory
absorption, along with savings on purchased materials, a recurring
result from our strategic sourcing initiatives, and lower costs
resulting from the manufacturing rationalizations undertaken in
fiscal 2003. These factors were somewhat offset by higher steel
and steel related costs, along with increased employee fringe
costs, particularly relating to pensions and health care.

Product development, selling and administrative expenses totaled
$69.4 million, or 20.6% of sales in the second quarter of fiscal
2004 as compared to $60.1 million or 20.1% of sales in the second
quarter of fiscal 2003. The increase, both in dollars and as a
percentage of sales was attributable to increased costs of $3.7
million related to the currency translation in our international
operations, higher sales expenses related to our increased
international business activity, and increased pension and
performance-based compensation costs, offset by $1.3 million of
lower amortization expense.

Overall, the currency effect of the weak U.S. dollar was a
positive impact on operating income by approximately $1.6 million
in the quarter. The reduced net interest expense in the quarter
reflected the significantly lower net debt position of the
Company. The effective income tax rate in the current quarter was
8% of pre-tax book income. The tax provision included the reversal
of approximately $6.3 million of taxes recorded in the fourth
quarter of last year relating to possible repatriation of foreign
earnings. During the second quarter, the Company was able to
transfer in excess of $40 million of cash back to the United
States without any U.S. tax consequences. The reversal of this
earlier charge resulted in an increase to earnings per share in
the second quarter of $0.12 per share.

               Cash Flow and Liquidity

The Company announced earlier this week that the Board of
Directors approved a quarterly dividend of $0.075 per share. This
dividend will be paid on June 23, 2004 to shareholders of record
on June 9, 2004.

The Company's cash position improved by $47 million in the second
quarter to $209 million. Working capital efforts, including an
increase of over $30 million in customer advance deposits,
contributed to the quarterly cash flow. Overall, total debt net of
cash stood at less than $10 million at quarter-end.

"Our focus on cash flow over the last three years has resulted in
Joy Global reaching what is essentially a zero net debt position,"
noted Mr. Hanson. "Our board will continue to evaluate the
appropriate use of our cash. As we previously stated, this
evaluation will include the consideration of appropriate
acquisitions, additional alternative uses of the cash such as pre-
funding of certain defined benefit pension obligations, possible
repayment of our long-term bonds and, of course, the return of
funds to our shareholders."

                  Market Overview

Market conditions in most of the commodity markets served by our
customers are robust. The U.S. coal market, which historically
provides over 40% of our revenues, continues to strengthen in both
coal pricing and demand. Higher spot coal pricing will over time
be reflected in supply contracts with higher prices. Utilization
of coal is being positively affected by continued high natural gas
prices. Demand is enhanced by reduced imports of coal into the
U.S. from South America, and increasing the export of
metallurgical coal from the U.S. Domestic coal producers are
increasing their production levels and capital spending plans. The
increase in production levels is primarily occurring in existing
mine operations, which we believe is leading to the increasing
demand for replacement equipment, as operators drive more
production from the same reserves.

The international coal markets, which traditionally support 25% of
our revenue base, are also strong. Prices for both seaborne traded
thermal and metallurgical coal are rising, with published reports
recently of metallurgical coal reaching upwards of $135 per ton on
the spot market. Shipping constraints in both South Africa and
Australia remain a limitation to production. China continues to
take many necessary steps in the long-term conversion of their
underground coal industry. Efforts by the Chinese banking
regulators to reduce over-investment in areas such as steel and
real estate, while encouraging investments in power plants,
railroads, and coal should reduce the risk of capital availability
and be a positive contributor to this conversion. Joy Mining
Machinery is engaged in a number of discussions with existing and
new mining entities in China and anticipates receiving orders from
certain of these entities prior to the end of fiscal 2004. We
continue to believe we will experience solid long-term double-
digit growth in China, both for our underground mining machinery
and our aftermarket parts and service activities.

Markets served by P&H Mining Equipment in surface mining are
strong across the board. Copper mining, the largest of these
markets, continues to enjoy solid pricing despite some softening
over the last month. Copper producers are increasing production at
a number of mines, and are developing plans and ordering equipment
for a modest number of new mines. Positive trends also are
continuing both in iron ore and the oil sands of Canada. Incoming
order rates of electric mining shovels were strong again in the
second quarter with the expansion of mining activities by our
customers. We now expect 2005 production rates of electric mining
shovels to be at or above the levels of this year's second half.

"We see no evidence of over-expansion occurring on the part of any
of the underground coal markets," remarked John Hanson. "U.S.
producers will be challenged to increase supply as quickly as
domestic demand is increasing. In China, the challenges are
significantly greater, as they not only have to meet existing
demand, but also aggressively increase underground coal production
and improve the reliability of supply. Finally, at P&H our
percentage rate of new electric mining shovel orders in fiscal
2004 is higher than our historical share of the installed base of
equipment, and we are committed to maintaining our ability to
service the needs of our customers as they expand their
production."

                       Outlook

"The strength of incoming order rates over the last three
quarters, and in particular the most recent quarter, has been very
encouraging," stated Mr. Hanson. "The initial strength in
aftermarket activity, followed by the upturn in original equipment
orders over the last two quarters, is consistent with our
anticipation of a solid recovery. Original equipment orders at P&H
include a number of orders related to mine expansions or new
mines. However, in our underground business, most of the original
equipment orders relate to replacement equipment. We do not
anticipate significant demand for our underground machinery
products related to major mine expansions or new mine openings
outside of China. The acceleration of demand for underground
equipment in China will at some point result in additional
increases to our revenue guidance. With the anticipation of higher
revenue over the upcoming twelve months, we believe profitability
will enjoy solid improvements in spite of higher costs of
pensions, steel, health care, and other such items."

Hanson discussed management's guidance, saying, "Given the
improved market conditions for our customers, we are increasing
our 12-month forecast of total revenues for the fourth consecutive
quarter. Revenues in the upcoming 12-month period are now
anticipated to be in the range of $1.45 to $1.65 billion. As
discussed last quarter, we continue to believe that the level of
revenue increase during our guidance period will be tempered by a
leveling in the rate of incoming orders along with constraint on
our part in increasing production levels so as to not create an
artificial peak in the market."

"We anticipate a leveling off of order rates for original
equipment as we continue through the replacement cycle portion of
the current upturn in our business. In response to this
anticipation and taking into consideration both the tightness in
supply of steel and steel related raw materials and the lead times
necessary to further increase production levels, we believe that
this approximate 10% increase in overall forecasted revenues is
appropriate."

Mr. Hanson concluded, "There are additional factors that will
affect our operating results over the remainder of fiscal 2004. It
now appears that the effect of steel pricing, estimated last
quarter at in excess of $15 million, and the associated restricted
availability of steel and steel related raw materials will not be
as dramatic as originally anticipated. We currently believe the
net cost of increased steel related costs will be in the range of
$5 to $10 million, and that restricted availability, while still a
concern, will be manageable. Also, additional cost increases will
continue to affect our operations, including pension expense,
which will have increased at least $10 million in fiscal 2004."

Given the Company's forecasted revenues, notwithstanding these
factors, operating income in the next 12 months is expected to be
in the range of $105 to $130 million, and earnings per share in
the range of $1.00 to $1.35. With depreciation and amortization
charges estimated at $45 million during this period, adjusted
EBITDA should be in the range of $150 to $175 million.

                    Analyst Presentation

The Company has announced an Analyst Presentation to take place on
September 28, 2004, beginning at 2:00 PM. The presentation will be
held in connection with the Mine Expo International show in Las
Vegas, will include discussion of the Company's operational and
business strategies, and will be webcast. Those interested in
additional information on this presentation should contact Sandy
McKenzie at (414-319-8506).

                     About the Company

Joy Global Inc. is a worldwide leader in manufacturing, servicing
and distributing equipment for surface mining through its P&H
Mining Equipment division and underground mining through its Joy
Mining Machinery division.

As reported in the Troubled Company Reporter's March 1, 2004
edition, Standard & Poor's Ratings Services revised its outlook to
positive from stable on Joy Global Inc. and affirmed its 'BB'
corporate credit rating. At the same time, the subordinated debt
rating was affirmed. In addition, Standard & Poor's assigned its
'BB+' senior secured bank loan rating and recovery rating of '1'
to the Milwaukee, Wis.-based company's amended $200 million
secured credit facilities due in 2008. The recovery rating of '1'
indicates a high expectation of full recovery of principal in the
event of a default.

"The company has shown improvement in operating performance and
continued improvement is expected because of positive fundamentals
in coal and copper end-markets," said Standard & Poor's credit
analyst John Sico.


KAISER: Wants to Modify UAW Retiree Benefits & Nix Pension Plan
---------------------------------------------------------------
According to Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, the Kaiser Aluminum Corporation
Debtors hope to reach an agreement with the International Union,
United Automobile, Aerospace and Agricultural Implement Workers of
America, or its Local Union No. 1186, over their pension and
retirement obligations.  

Since February 2004, the Debtors have:

   -- attended two negotiating sessions with the UAW;

   -- participated in ongoing informal negotiations with the UAW;

   -- presented the UAW with proposals containing terms similar
      to those other Court-approved Union Agreements;

   -- provided the UAW with relevant information necessary to
      evaluate the proposals; and

   -- negotiated in good faith.

Despite the Debtors' considerable efforts to reach a negotiated
agreement with the UAW -- as they had been able to do with every
other constituency -- the Debtors were unable to reach agreement
with the UAW until now.

                    The UAW Letter Agreement

The UAW objected to the Debtors' request for distress termination
of their pension plans.  The UAW argued that on April 10, 1997,
it entered into a letter agreement with the Debtors, which
allowed the then-existing hourly employees at the Debtors' Erie,
Pennsylvania facility to transfer to a joint venture operation
owned by the Debtors and Accuride Corporation while preserving
eligibility for certain pension benefits.  The UAW alleged that
the Letter Agreement constitutes a collective bargaining
agreement that must be rejected before the Debtors can modify or
terminate pension benefits.  The UAW provides little legal
authority for its argument.  It is doubtful that the UAW Letter
Agreement constitutes a collective bargaining agreement entitled
to protection under Section 1113 of the Bankruptcy Code.

In the UAW Letter Agreement, the Debtors agreed to amend the
applicable pension plan to provide for certain benefits for Erie
Works Facility employees who transferred to the joint venture.  
The UAW Letter Agreement contemplated a one-time action by the
Debtors and, thus, there were no continuing obligations to the
transferred employees under the UAW Letter Agreement.

After the execution of the UAW Letter Agreement, the Debtors and
the UAW entered into a shutdown agreement, dated August 20, 1997.  
Among other things, the Shutdown Agreement extended the
applicable collective bargaining agreement to December 31, 1997,
and provided for the orderly shutdown of operations at the Erie
Works Facility.  The Shutdown Agreement provided that:

     "Except for retirement benefits and negotiated benefits
     contained in this Agreement, the union agrees that [the
     Debtors], in exchange for the Shutdown Payment, has no
     further obligations or liabilities to any employee for
     any benefits including but not limited to: holiday pay,
     vacation, medical coverage, dental coverage,
     prescription drugs, life insurance, and sickness and
     accident coverage."

Subsequently, the collective bargaining agreement between the UAW
and the Debtors expired on December 31, 1997, and the Erie Works
Facility was shut down.

When the collective bargaining agreement expired and all
contractual obligations have been met, Ms. Newmarch notes that
Section 1113 does not apply.  Nonetheless, the Debtors agreed to
treat the UAW Letter Agreement as a collective bargaining
agreement for the purpose of removing any contractual bar to the
implementation of their pension benefits proposal to the UAW.  
The Debtors preserve the right, however, to argue that the
rejection of the UAW Letter Agreement, or any related agreements,
under Section 1113 is not required before terminating or
modifying pension benefits.

By this motion, the Debtors seek the Court's authority to modify
all existing plans, funds and programs the maintained or
established before the Petition Date that provide medical,
surgical, hospital care benefits, or benefits in the event of
sickness, death, or disability benefits, including Medicare Part
B and prescription drug benefits, for current retirees and other
individuals, upon retirement, represented by the UAW consistent
with their most recent proposals to the UAW.  The Debtors also
seek to reject the UAW Letter Agreement to the extent it
constitutes a collective bargaining agreement.

In addition, the Debtors ask the Court to approve the termination
of the Kaiser Aluminum Inactive Pension Plan, an hourly plan that
includes retirees represented by the UAW.

Ms. Newmarch explains that, consistent with the agreements
reached with all of the other Unions, the proposals to the UAW
contemplate the termination of the Kaiser Aluminum Inactive Plan.  
The Court has not approved the termination of the Inactive Plan
together with the other terminated Hourly Plans because at that
time, there was no agreement modifying, or an order rejecting,
certain of the collective bargaining agreements providing the
benefits or agreements that the UAW alleged were existing
collective bargaining agreements.  Moreover, Section 4041(a)(3)
of the ERISA does not permit a distress termination that violates
an existing collective bargaining agreement.

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)  


KENNEDY MANUFACTURING: Panel Gets Nod to Hire Hunter & Schank
-------------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in Kennedy
Manufacturing Company's chapter 11 case sought and obtained
approval from the U.S. Bankruptcy Court for the Northern District
of Ohio to retain Hunter & Schank Co., LPA as its attorneys.

Hunter & Schank will provide the Committee with advice about its
role and duties in the Debtor's reorganization and will provide
legal services as may be required.  

The firm's current hourly rates are:

            Professionals            Billing Rate
            -------------            ------------
            Thomas J. Schank         $250 per hour
            John J. Hunter, Jr.      $200 per hour
            Associates               $130 - $185 per hour
            Paralegals               $45 - $115 per hour

Headquartered in Van Wert, Ohio, Kennedy Manufacturing Company
-- http://www.kennedymfg.com/-- produces and markets industrial  
tool storage equipment worldwide, including steel tool chests,
roller cabinets, stationary and mobile workbenches, modular
storage cabinets and specialized tool storage.  The Company,
together with three of its affiliates, filed for chapter 11
protection on February 12, 2004 (Bankr. N.D. Oh. Case No.
04-30794).  Richard L. Ferrell, Esq., Timothy J. Hurley, Esq., and
W. Timothy Miller, Esq., at Taft Stettinius & Hollister LLP,  
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it estimated
debts and assets of over $10 million.


KROLL INC: Elects Joseph R. Wright to Board of Directors
--------------------------------------------------------
Shareholders of Kroll Inc. (NASDAQ: KROL) elected Joseph R.
Wright, president and chief executive of PanAmSat, Inc., to the
Company's board of directors.

Mr. Wright, who has headed the global satellite broadcasting
company since 2001 and served as a director since 1997, brings
Kroll's board nearly 40 years of entrepreneurial, industry and
government experience. He was previously Chairman of the Board and
a director of GRC International, Inc., a public company providing
advanced Internet and software technologies to government and
commercial customers. He was director of the Federal Office of
Management and Budget under President Ronald Reagan from 1982 to
1989, serving in the Cabinet and the Executive Office of the
President. He was also deputy secretary of the Department of
Commerce from 1981 to 1982, and later was on the President's
Export Council as chairman of the Export Control Subcommittee.

"The addition of Joseph expands the size of Kroll's board and the
number of outside directors. We look forward to the ideas and
insights he will bring to our board," said Jules B. Kroll,
executive chairman of the board.

During the annual meeting, shareholders also re-elected Michael G.
Cherkasky, Kroll President and Chief Executive Officer; Simon V.
Freakley, president of Kroll's Corporate Advisory & Restructuring
Group; and Raymond E. Mabus, of Counsel of the law firm of
Donelson, Bearman and Caldwell P.C., to the board of directors. In
addition, they approved Kroll's Incentive Compensation Plan and
ratified the appointment of Deloitte & Touche LLP as independent
public accountants for the fiscal year ending December 31, 2004.

                   About the Company

Kroll Inc. (NASDAQ: KROL), the world's leading independent risk
consulting company, provides a broad range of investigative,
intelligence, financial, security and technology services to help
clients reduce risks, solve problems and capitalize on
opportunities. Headquartered in New York with more than 60 offices
on six continents, Kroll has a multidisciplinary corps of more
than 2,600 employees and serves a global clientele of law firms,
financial institutions, corporations, non-profit institutions,
government agencies and individuals. Kroll has four business
groups: (1) Background Screening, which provides employee,
mortgage and resident screening, substance abuse testing, and
identity theft services; (2) Consulting Services, which provides
investigations, intelligence, security, forensic accounting,
litigation consulting, and valuation services; (3) Corporate
Advisory & Restructuring, which provides corporate restructuring,
operational turnaround, strategic advisory services, financial
crisis management, and corporate finance services; and (4)
Technology Services, which provides data recovery, electronic
discovery, and computer forensics services and software. For more
information, please visit: http://www.krollworldwide.com/

As reported in the Troubled Company Reporter's May 21, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Kroll Inc., including its 'BB-' corporate credit rating, on
CreditWatch with positive implications following Marsh & McLennan
Cos.'s (MMC;AA-/Watch Neg/A-1+) announcement that it intends to
acquire Kroll for $1.95 billion in cash, with a significant
portion to be financed by prospective debt transactions.

In resolving the CreditWatch listing for Kroll, Standard & Poor's
will review the terms of the transaction, in particular, MMC's
intentions with regard to the existing indebtedness of Kroll.


L & L TOOLING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: L & L Tooling and Manufacturing
        3812 Eden Road
        Kennedale, Texas 76060

Bankruptcy Case No.: 04-45281

Type of Business: The Debtor is a precision tooling and parts
                  manufacturer specializing in aircraft and
                  other transportation areas.

Chapter 11 Petition Date: May 27, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Joe K. Gordon, Esq.
                  P.O. Box 954
                  Kaufman, TX 75142
                  Tel: 972-849-9516

Total Assets: $400,000

Total Debts:  $4,645,989

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


MAPLES PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Maples Properties Inc.
        2001 Midland Road
        Southern Pines, North Carolina

Bankruptcy Case No.: 04-81593

Chapter 11 Petition Date: May 26, 2004

Court: Middle District of North Carolina (Durham)

Judge: William L. Stocks

Debtor's Counsel: Richard M. Hutson, II, Esq.
                  Hutson Hughes & Powell, P.A.
                  Suite 1500, 300 West Morgan Street
                  P.O. Box 2252-A
                  Durham, NC 27702
                  Tel: 919-683-1561

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ward and Smith, P.A.          Legal Services             $92,142

SSC Turf Division             Vendor                     $18,402

Sysco Food Service            Vendor                      $5,861

Sandhills Golf Association    Vendor                      $4,000

Eastern Turf Equipment Inc.   Vendor                      $3,053

The Pit Golf Links            Vendor                      $2,568

Smith Turf & Irrigation Co.   Vendor                      $1,914
Inc.

Professional Turf Inc.        Vendor                      $1,766

US Food 1248                  Vendor                      $1,400

Titleist                      Vendor                      $1,346

UNIFIRST                      Vendor                        $712

Pools Etc.                    Vendor                        $604

Sam Zahran & Sons             Vendor                        $588

Marlin Leasing                Vendor                        $500

PGA of America                Vendor                        $396

ALSCO                         Vendor                        $247

Premiumwear Inc.              Vendor                        $240

TH Blue                       Vendor                        $214

Southern Motorparts Inc.      Vendor                        $212

Vereens Turf Center           Vendor                        $192


MERRILL LYNCH: Fitch Rates 2 Series MLCC 2004-B Classes at BB+/B+
-----------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors, Inc. (MLMI), $996.5
million mortgage pass-through certificates, series MLCC 2004-B.

The $969.5 million class A-1, A-2, A-3, X-A, privately offered X-B
and A-R (senior certificates) are rated 'AAA', the $10 million
class B-1 certificates are rated 'AA+', the $8.0 million class B-2
certificates are rated 'A+', the $4.5 million class B-3
certificates are rated 'BBB+', the $2.5 million privately offered
class B-4 certificates are rated 'BB+', and the $2 million
privately offered class B-5 certificates are rated 'B+'.

The 'AAA' rating on the senior certificates reflects the 3.05%
subordination provided by the 1.00% class B-1, the 0.80% class B-
2, the 0.45% class B-3, the 0.25% privately offered class B-4, the
0.20% privately offered class B-5, and the 0.35% privately offered
class B-6 (which is not rated by Fitch) certificates. Classes B-1,
B-2, B-3, B-4 and B-5 are rated 'AA+', 'A+', 'BBB+', 'BB+' and
'B+' based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
cover credit losses. In addition, the ratings also reflect the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the primary servicing
capabilities of Cendant Mortgage Corporation, which is rated
'RPS1' by Fitch Ratings.

Generally, with certain limited exceptions, distributions to the
class A-1, A-R, and X-A certificates will be solely derived from
collections on the pool 1 mortgage loans, distributions to the
class A-2 and X-A certificates will be solely derived from
collections on the pool 2 mortgage loans, and distributions to the
class A-3 certificates will be solely derived from collections on
the pool 3 mortgage loans. Aggregate collections from all three
pools of mortgage loans will be available to make distributions on
the class X-B and B certificates. When a pool experiences either
rapid prepayments or disproportionately high realized losses,
principal and interest collections from one pool may be applied to
pay principal or interest, or both, to the senior certificates to
the other pools.

The trust consists of 2,897 conventional, fully amortizing,
primarily 25-year adjustable rate mortgage loans secured by first
liens on one-to-four family residential properties with an
aggregate principal balance of $1,000,003,353 as of the cut-off
date (May 1, 2004). Each of the mortgage loans are indexed off the
one-month LIBOR or six-month LIBOR, and all of the loans pay
interest only for a period of ten years following the origination
of the mortgage loan. The average unpaid principal balance as of
the cut-off-date is $345,186. The weighted average original loan-
to-value ratio (LTV) is 70.99%. The weighted average effective LTV
is 66.04%. The weighted average FICO is 731. Cash-out refinance
loans represent 35.91% of the loan pool. The three states that
represent the largest portion of the mortgage loans are California
(17.95%), Florida (10.83%) and New York (6.77%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation (MLCC) pursuant to a private label relationship
with Cendant Mortgage Corporation or acquired by MLCC in the
course of its correspondent lending activities and underwritten in
accordance with MLCC underwriting guidelines. Any mortgage loan
with an OLTV in excess of 80% is required to have a primary
mortgage insurance policy. 'Additional Collateral Loans' included
in the trust are secured by a security interest in the borrower's
assets, which does not exceed 30% of the loan amount. Ambac
Assurance Corporation provides a limited purpose surety bond that
covers any losses in proceeds realized from the liquidation of the
additional collateral.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws. For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at 'www.fitchratings.com'.

MLMI, the Depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate holders. For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits
(REMICS). Wells Fargo Bank Minnesota, National Association will
act as trustee.


MIRANT: Examiner Wants Nod to Retain Corporate Revitalization
-------------------------------------------------------------
Mirant Corp. Examiner William K. Snyder seeks the Court's
authority to retain Corporate Revitalization Partners, LLC, as his
financial advisors, nunc pro tunc to April 13, 2004.

Mr. Snyder recalls that his Appointment Order provides that:

    "The Examiner may, with Court approval, retain counsel and
    such other professionals, such forensic accountants,
    appraisers or experts as he deems necessary in taking the
    actions within the scope of this order.  The Examiner may
    immediately employ and utilize the services of Corporate
    Revitalization Partners, LLC, and Gardere Wynne Sewell,
    LLP, to assist the Examiner in the performance of his
    duties; and shall promptly file appropriate applications
    for employment of CRP effective as of the commencement
    of the Examiner's appointment and for employment of
    Gardere effective as of April 27, 2004."

Due to the press of matters, it is necessary for Mr. Snyder to
immediately engage CRP to commence work on his identified
responsibilities.  Dan Dixon, a partner at Corporate
Revitalization Partners, LLC, tells the Court that CRP has
extensive experience and knowledge in the field of debtor
operations and restructuring, as well as significant experience
in complex Chapter 11 cases.

CRP will provide financial advisory services as necessary for Mr.
Snyder to fully discharge his powers and duties as Examiner,
including researching for data that Mr. Snyder needs.

As financial advisors, CRP will seek compensation for its
services at its standard hourly rates, plus reimbursement of
those actual and necessary expenses incurred in connection with
its representation.  CRP's hourly rates are:

   Managing Partners           $300 - 400
   Partners                     250 - 325
   Associates                   150 - 200
   Administrative Assistants           75

Travel time will be billed at half the hourly rates.

Mr. Dixon assures Judge Lynn that CRP:

   -- does not currently hold or represent an interest adverse
      to the Debtors' estates with respect to the subject matter
      of the Examiner's duties; and

   -- is a "disinterested person" as defined by Section 101(14)
      of the Bankruptcy Code.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: Fitch Assigns Low-B Ratings to 6 2004-IQ7 Classes
-----------------------------------------------------------------
Morgan Stanley Capital I Trust 2004-IQ7, commercial mortgage pass-
through certificates are rated by Fitch as follows:

         --$86,000,000 Class A-1, 'AAA';
         --$70,000,000 Class A-2, 'AAA';
         --$53,000,000 Class A-3, 'AAA';
         --$550,458,000Class A-4, 'AAA';
         --$863,020,894 Class X-1*, 'AAA';
         --$73,082,891 Class X-Y*, 'AAA';
         --$29,127,000 Class B, 'AA';
         --$22,654,000 Class C, 'A';
         --$6,752,000 Class D, 'A-';
         --$9,430,000 Class E, 'BBB+';
         --$5,394,000 Class F, 'BBB';
         --$4,315,000 Class G, 'BBB-';
         --$5,394,000 Class H, 'BB+';
         --$4,315,000 Class J, 'BB';
         --$2,157,000 Class K, 'BB-';
         --$2,158,000 Class L, 'B+';
         --$2,157,000 Class M, 'B';
         --$2,158,000 Class N, 'B-';
         --$7,551,894 Class O, 'NR';
         * Interest Only.

Class O is not rated by Fitch Ratings. Classes A-1, A-2, A-3, A-4,
B, C, and D are offered publicly, while classes E, F, G, H, J, K,
L, M, N, O, X-1, and X-Y are privately placed pursuant to Rule
144A of the Securities Act of 1933. The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 128 fixed rate loans having an aggregate principal
balance of approximately $863,020,894, as of the cutoff date.


NATIONAL BENEVOLENT: Residents Committee Gets Nod to Hire FTI
-------------------------------------------------------------
The Official Committee of Residents/Creditors appointed in The
National Benevolent Associates of the Christian Church's chapter
11 cases sought and obtained approval from the U.S. Bankruptcy
Court for the Western District of Texas, San Antonio Division, to
employ FTI Consulting, Inc., as its financial advisors.

The Residents Committee expects FTI Consulting to:

   a) assist the Residents Committee in understanding the
      accounting treatment used by each of the Debtors'
      facilities to record entrance fees; including any
      differences between the refund liability stated on the
      balance sheet and the actual "cash" refund obligation;

   b) assist the Residents Committee gain a thorough
      understanding of the various restrictions (excluding legal
      restrictions), including the underlying basis thereof,
      which are alleged by the Debtors to govern the use of the
      Debtors' various endowment and investment funds;

   c) perform a detailed financial analysis of the Debtors'
      methodology for valuing and ultimately allowing, resident
      refund claims;

   d) assist the Residents Committee in understanding and
      evaluating the postpetition "consumer protection" actions
      undertaken (or to be undertaken) by the Debtors, such as
      escrowing of new entrance fees and rental agreements;

   e) evaluate of monthly fees including the value of respective
      services, correlation with occupancy rates, services and
      monthly, as well as the various contracts, which may have
      been and/or will be used in the future at the properties;

   f) assist the Residents Committee in understanding the "stand
      alone" fair market value of each of the Debtors'
      locations, and the implications thereof on:

        i. Any proposed Plan of Reorganization,
       ii. Sale of individual or substantially all assets,
           Creditor recoveries, and
      iii. Substantive consolidation;

   g) assist the Residents Committee in understanding how
      actions being undertaken post-petition by the Debtors to
      improve the operating and financial performance of the
      properties (including potential asset sales) may impact
      current and future residents;

   h) assist the Residents Committee with independent due
      diligence in the event the Debtors retain a Crisis
      Manager, Trustee, Third-Party Property Manager or similar
      party;

   i) assist, only as directed by the Residents Committee, on
      issues including, inter alia avoidance actions, claims
      objections, settlement offers;

   j) assist in an analysis of the "equity homes" including,
      inter alia, investment value, premiums, comparison with
      surrounding communities, effect of bankruptcy; and,

   k) assist the Residents Committee with information and
      analyses required pursuant to the Debtors' request for
      Debtor-Possession financing including, but not limited to,
      preparation for hearings regarding the use of cash
      collateral and DIP financing;

The customary hourly rates charged by FTI professionals
anticipated to be assigned to this case are as:

     Designation                          Billing Rate
     -----------                          ------------
     Senior Managing Directors            $550 - $625 per hour
     Directors / Managing Directors       $395 - $550 per hour
     Associates / Consultants             $195 - $365 per hour
     Administration / Paraprofessionals   $ 80 - $160 per hour

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.


NATIONAL CENTURY: Amedisys Moves to Enforce Confirmation Order
--------------------------------------------------------------
Amedisys, Inc., and its affiliates believe that the confirmation
of the National Century Financial Enterprises Inc. Debtors' Plan
renders two legal consequences moot:

   (a) The automatic stay in the Debtors' bankruptcy cases; and

   (b) The need for any injunction under Section 105 of the
       Bankruptcy Code to stay a pending lawsuit in Louisiana
       against non-debtor parties, which has been incorporated
       into the Multi-District Litigation pending before Judge
       Graham in the U.S. District Court for the Southern
       District of Ohio.

However, the Debtors have taken the position that the Plan acts
to continue the imposition of the automatic stay and injunction.  
The Debtors are improperly seeking to continue the stay for an
indefinite period, for no valid or justifiable purpose, in
violation of the Confirmation Order, the Plan, the Bankruptcy
Code, and applicable law.

Daniel A. DeMarco, Esq., at Hahn, Loeser and Parks, in Columbus,
Ohio, reminds Judge Calhoun that courts consistently hold that
the automatic stay expires on the confirmation of a
reorganization or liquidation plan.  Even the language in a
confirmed plan, which seeks to extend the stay beyond
confirmation has been disregarded and held unenforceable by the
courts.

Furthermore, any Section 105 injunction staying the Louisiana
Action is moot because:

   (a) no bankruptcy estate exists post-confirmation and, hence,
       there is no property of the estate for the Court to
       protect; and

   (b) a continued injunction is unnecessary for the successful    
       implementation of the Plan.

Based on the terms and conditions of the Plan, the Plan is nearly
substantially consummated.  Obviously, Amedisys going forward in
the Louisiana Action will not affect the implementation of the
Plan.  The Louisiana Action seeks monetary damages from JP Morgan
Chase and not the Debtors.  The Louisiana Action and the pending
adversary proceeding before the Court are separate and distinct
actions, which seek completely distinct relief.  The Louisiana
Action is not seeking to recover any property from the Debtors.

Presently, the MDL, of which the Louisiana Action is subsumed, is
going forward and the Debtors and other parties, independent of
Amedisys, are participating in discovery and related matters.  
Mr. DeMarco notes that the statutory basis for MDL is to bring
before one court various related actions in order to conduct
discovery and related matters, thus, promoting judicial economy
and efficiency.  Keeping Amedisys from participating in the MDL,
after being forced into the MDL, flies in the face of the
productive, just and economical ends sought by the MDL.

Mr. DeMarco further asserts that once a plan is confirmed,
bankruptcy courts are divested of subject matter jurisdiction
and, thus, have no power to extend the stay or injunction beyond
confirmation.

For these reasons, Amedisys ask the Court to determine that:

   (a) the automatic stay is no longer in effect in the Debtors'
       bankruptcy cases as the result of Plan Confirmation; and

   (b) any Section 105 injunction arising in connection with the
       Stay Order or otherwise, has been rendered moot by Plan
       Confirmation.

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)


NETWORK INSTALLATION: Completes $2.2 Million Private Placement
--------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWIS) a provider
of communications solutions to the Fortune 1000, Government
Agencies, Municipalities, K-12 and Universities, announced it has
completed a private placement of 745,000 shares of its common
stock. The Company received net proceeds of approximately $2.1
million after offering costs. The shares of restricted stock were
sold to institutional and accredited investors at $3.00 per share
with a warrant exercisable at $5.00 per share. The offering was
placed to institutional investors exclusively through Atlanta-
based Corpfin.com, Inc. (OTC Bulletin Board: CFNC) and to other
accredited investors through Ft. Lauderdale-based Newbridge
Securities Corp. A portion of the offering was placed directly by
the Company to accredited investors. Network Installation has
agreed to file a registration statement with the SEC to register
the shares.

Network Installation CEO Michael Cummings commented, "The
structure and pricing of this financing gives us the necessary
flexibility to aggressively continue with our expansion,
strengthen our balance sheet while keeping dilution to a minimum.
Our stated goals continue to be to attain a nationwide presence by
late next year, pursue exponential top line growth and constantly
evaluate the progress of our initiatives and their potential
impact on increasing shareholder value."

At March 31, 2004, Network Installation Corp.'s balance sheet
reflects a stockholders' deficit of $1,607,403 compared to a
deficit of $2,594,707 at December 31, 2003.

             About Network Installation Corp.

Network Installation Corp. provides communications solutions to
the Fortune 1000, Government Agencies, Municipalities, K-12 and
Universities and Multiple Property Owners. These solutions include
the design, installation and deployment of data, voice and video
networks as well as wireless networks and Wi-Fi. Through its
wholly-owned subsidiary Del Mar Systems International, Inc., the
Company also provides integrated telecom solutions including Voice
over Internet Protocol (VoIP) applications. To find out more about
Network Installation Corp. (OTC Bulletin Board: NWIS), visit our
website at http://www.networkinstallationcorp.net.The Company's  
public financial information and filings can be viewed at
http://www.sec.gov/  


NEW MILLENIUM: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: New Millenium Investments, Inc.
        dba Parke Place Apartments
        2095 Woodberry Drive
        Clayton, North Carolina 27520

Bankruptcy Case No.: 04-02003

Type of Business: The Debtor is engaged in the business of
                  Apartment projects.

Chapter 11 Petition Date: May 26, 2004

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: Michael Ryan Dyson, Esq.
                  Ryan Dyson, PLLC
                  7501 Creedmoor Road, Suite 110
                  Raleigh, NC 27613
                  Tel: 919 844-6999

Total Assets: $3,588,874

Total Debts:  $2,795,095

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Mecklenburg County Tax        2004 ad valorem            $45,043
                              taxes for apartments

Tony's Carpet, Inc.                                       $5,321

Mecklenburg County Tax        2004 ad valorem             $3,450
Assessor                      taxes for real
                              property

Duke Energy Company           Utilities                   $2,128

City of Charlotte                                         $1,465
Billing Center - Water Dept

HPC Publications                                            $665

Bell South                                                  $615

Jeanne Johnson Pools                                        $534

Peachtree Business Products                                 $258

Professionsl Resource Option                                $150

Cingular Wireless                                           $125

Aaron Rents, Inc.             Inv. 02840304                  $99

Time Warner Cable                                            $90

Southeastern Exterminating                                   $85
Co.

Southern Comfort Steam                                       $60
Cleaning

ADP-Automatic Data Processing                            Unknown

Apartment Guide                                          Unknown

BFI                                                      Unknown

Employment Security                                      Unknown
Commission

Internal Revenue Service      Income taxes               Unknown


NEW WORLD: Turns to Rothschild for Financial Advice
---------------------------------------------------
New World Pasta Company and its debtor-affiliates are asking for
permission from the U.S. Bankruptcy Court for the Middle District
of Pennsylvania to employ Rothschild, Inc., as their financial
advisors.

The Debtors report that since March 19, 2004, Rothschild has
worked diligently to assist the Company with the structuring,
negotiation, and related matters in furtherance of their
reorganization efforts.

The Debtors want continued access to Rothschild's financial
advisory and investment banking services.  Specifically, the
Debtors expect Rothschild to:

   a) act as the Company's financial advisors as set forth more
      fully in the Rothschild Agreement;

   b) advise and attend meetings of third parties and official
      constituencies, as necessary;

   c) if requested by the Debtors, participate in hearings
      before the Bankruptcy Court and provide relevant testimony
      with respect to the matters described in the Rothschild
      Agreement, and issues arising in connection with any
      proposed plan; and

   d) render other financial advisory and investment banking
      services as may be agreed upon by Rothschild and the
      Debtors in connection with any of the foregoing.

Neil A. Augustine, Managing Director of Rothschild reports that
the firm will charge:

      (a) a $150,000 Monthly Fee;

      (b) a $3,000,000 Recapitalization Fee;

      (c) a New Capital Fee equal to 1.5% of the gross cash
          proceeds of any new capital raised, including senior
          secured debt issued, junior secured or senior or
          subordinated unsecured debt issued and equity or
          hybrid capital raised.

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


NORTEL NETWORKS: Declares Pref. Share Dividends Payable July 12
---------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles. The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month ("Prime") and is adjusted upwards
or downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively. The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime. The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.

The dividend on each series is payable on July 12, 2004 to
shareholders of record of such series at the close of business on
June 30, 2004.

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.


NORTHWESTERN: Del. Bankruptcy Court Approves Disclosure Statement
-----------------------------------------------------------------
NorthWestern Corporation (OTC Pink Sheets: NTHWQ) announced that
the U.S. Bankruptcy Court for the District of Delaware has
formally approved the Company's Disclosure Statement and
authorized the Company to begin soliciting approval of its amended
Plan of Reorganization. Additionally, the Court has scheduled a
confirmation hearing for the Company's Plan of Reorganization for
Aug. 25, 2004.

The Company said that it would begin to solicit support for the
Plan from creditors eligible to vote. Creditors have until Aug. 2,
2004, to return their ballot to the Balloting Agent at:

      Kurtzman Carson Consultants, LLC
      12910 Culver Boulevard, Suite 1
      Los Angeles, Calif. 90066-6709
      Attn: Christopher R. Schepper
      Telephone: (866) 381-9100


Copies of the Company's amended Plan of Reorganization are
available at:

   http://www.kccllc.net/documents/0312872/0312872040525000000000001.pdf

and the Company's Disclosure Statement can be accessed at:

   http://www.kccllc.net/documents/0312872/0312872040525000000000002.pdf

As previously announced, NorthWestern filed its Plan with the
Court on March 11, 2004. The Plan includes a debt-for-equity
exchange and the cancellation of all existing common stock.

The Company noted that it has negotiated the terms of the amended
Plan with the Official Committee of Unsecured Creditors, and both
the Company and the Committee urge creditor acceptance of the
Plan. As previously reported, the Company has also reached an
agreement in principal with the Montana Public Service Commission
and the Montana Consumer Counsel regarding the amended Plan and
Disclosure Statement.

Gary G. Drook, President and Chief Executive Officer of
NorthWestern, said, "The court approval of the Disclosure
Statement is another positive step toward completing our
reorganization in a timely manner. We are extremely pleased that
the Official Committee of Unsecured Creditors supports our Plan,
which we believe provides the best possible outcome for our
stakeholders. Under this Plan, we will emerge with a sound capital
structure that will enable NorthWestern to invest in its future,
making us a stronger partner for both our customers and the
communities we serve."

                      About NorthWestern

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving approximately 608,000 customers in Montana, South Dakota
and Nebraska.


OAKWOOD HOMES: S&P Further Junks Ratings on Four Related Deals
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
mezzanine classes in four Oakwood Homes Corp.-related
transactions.

The ratings on class M-2 of OMI Trust 1999-B, OMI Trust 2001-D,
and OMI Trust 2001-E are lowered to 'CC' from 'CCC-'. In addition,
the rating on class M-1 of OMI Trust 2000-B is also lowered to
'CC' from 'CCC-'.
     
The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investment. High losses during the past year
have reduced the transactions' overcollateralization ratios to
zero, and there have been complete principal write-downs on both
the class B-2 and the class B-1 of each transaction.
     
Standard & Poor's believes that each of these classes will
experience interest shortfalls next month given the adverse
performance trends displayed by the underlying pools of
manufactured housing retail installment contracts (originated by
Oakwood Homes Corp.), and the location of M-1 or M-2 write-down
interest near the bottom of the transaction payment priorities
(after distributions of senior principal).
     
Standard & Poor's will continue to monitor the ratings associated
with these classes in anticipation of future defaults.
    
                     Ratings Lowered
   
          OMI Trust 1999-C
   
                           Rating
               Class   To          From
               M-2     CC          CCC-
   
          OMI Trust 2000-B
   
                           Rating
               Class   To          From
               M-1     CC          CCC-
   
          OMI Trust 2001-D
   
                           Rating
               Class   To          From
               M-2     CC          CCC-
    
          OMI Trust 2001-E
   
                           Rating
               Class   To          From
               M-2     CC          CCC-


PACIFIC GAS: California DWR Asserts $23MM Administrative Claims
---------------------------------------------------------------
Pursuant to Section 503(a) of the Bankruptcy Code, the California
Department of Water Resources asserts administrative claims
against the Pacific Gas Debtor from the sale of electric energy or
services for PG&E's customers through the California Independent
System Operator Corporation, or the California Department of Water
Resources:

           Amount              Period
           ------              ------
           $12,000,000     November 1 - 30, 2003
           $11,655,536     December 1 - 31, 2003

The DWR files the Administrative Claims, as well as other related
administrative proofs of claim, under protest because the amounts
collected by PG&E from its customers for DWR are to be held in
trust for DWR and are not property of PG&E's bankruptcy estate.

The amount of all payments received on account of the
Administrative Claims have been credited and deducted for the
purpose of making the Claims.  Additionally, the DWR will
promptly furnish documents further supporting the Administrative
Claims at the request of PG&E, the Official Committee of
Unsecured Creditors, or the U.S. Trustee.

The Administrative Claims will be amended to the extent
authorized by applicable law and when accounting information
necessary to determine the exact amounts owed by PG&E is obtained
for a specific time period.

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: Comerica Asks Court to Extend Investigation Period
------------------------------------------------------------
Comerica Bank asks Judge Drain to extend through June 30, 2004,
the deadline to commence adversary proceedings or contested
matters asserting claims against:

   * Citibank, N.A.,

   * Citibank, N.A., London Branch,

   * General Electric Capital Corporation,

   * GE Capital Public Finance, Inc., and

   * the participants in the April 30, 2003 Master Lease
     Financing Agreement between GE Capital and Farmland
     Dairies, LLC.

Comerica is the sole representative of Parmalat USA creditors
serving on the Official Committee of Unsecured Creditors.  
Comerica believes that the interests of each of the three
bankruptcy estates may prove adverse to one another, and the
three separate bankruptcy estates may conceivably compete with
one another in pursuing claims against various third parties,
including lenders and lessors.

Because Farmland is itself a Debtor, it is unlikely that Parmalat
USA's ownership interest in Farmland is of any value.  Comerica
believes that only avoidance actions and other causes of action
would have any value to Parmalat USA's bankruptcy estate and
creditors.  According to Susan I. Robbins, Esq., at Miller,
Canfield, Paddock and Stone, plc, among the potential avoidance
actions that Parmalat USA may assert against third parties is a
claim to avoid and recover a $2,500,000 payment it made in
December 2003 to Citibank and UniCredito Italiano.  Parmalat
USA's bankruptcy estate and the estates of the other two debtors,
however, may have further claims against Citibank, GE Capital and
the participants in the Prepetition Lease.

While the U.S. Debtors have abdicated the responsibility to
investigate and pursue claims against these parties pursuant to
the Final DIP Financing Order to the Creditors Committee and
other parties-in-interest, the Committee has not completed its
investigation of possible claims.  The Committee's investigation
has been delayed because, among other things, its primary counsel
is conflicted and cannot investigate or pursue those claims --
necessitating the Committee's search for and the Court's
appointment of a special counsel for the Committee.  Citibank
also delayed the production of documents requested by the
Committee's special counsel for examination.

Comerica has appropriately not attempted to duplicate the
Creditors Committee's investigation or to subject the targets of
the Committee's investigation to duplicate document requests or
depositions, Ms. Robbins says.

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)    


PER-SE TECH: Stockholders' Deficit Narrows to $14MM at March 31
---------------------------------------------------------------
Per-Se Technologies, Inc. (Nasdaq: PSTIE), the leader in
Connective Healthcare solutions that help physicians and hospitals
realize their financial goals, released its results for the first
quarter ended March 31, 2004.

On a GAAP basis, the Company reported revenue of $84.6 million;
operating income of $3.9 million, or 4.6% of revenue, and income
from continuing operations of $1.6 million, or $.05 per share on a
fully diluted basis. During the first quarter, the Company
incurred approximately $3.9 million related to the additional
procedures requested by the Company's external auditors in
connection with allegations of improprieties made in 2003 and
2004. Also during the first quarter, the Company incurred
restructuring expenses of $47,000 associated with the July 2003
creation of the Hospital Services division. Excluding these
expenses (on a non-GAAP basis), the Company had operating income
of $7.8 million, or 9.2% of revenue; and income from continuing
operations of $5.6 million, or $.16 per share on a fully diluted
basis, for the first quarter.

For comparison purposes, in the first quarter of 2003, the Company
reported revenue of $82.0 million and operating income of
$8 million, or 9.8% of revenue. Income from continuing operations,
excluding loss on extinguishment of debt (a non-GAAP measure), in
the first quarter of 2003 was $3.3 million, or $.11 per share on a
fully diluted basis.

Cash flow from continuing operations for the quarter ended March
31, 2004, was a use of cash of $0.7 million compared to a use of
cash of $5.2 million for the quarter ended March 31, 2003. Cash
flow from continuing operations for 2004 includes an approximately
$2.4 million use of cash related to the additional procedures.

"Our operations performed well with strong new sales performance
in both divisions," stated Philip M. Pead, Per-Se's chairman,
president and chief executive officer. "Excluding the costs
associated with the additional procedures, our income from
continuing operations increased more than 65% over the prior year
quarter and our cash flow from continuing operations was a
positive $1.7 million instead of historical negative cash flow in
the first quarter."

At March 31, 2004, Per-Se Technologies' balance sheet shows a
stockholders' deficit of $14,084,000 compared to a deficit of
$17,612,000 at December 31, 2003.

                      Segment Performance

The Physician Services division reported revenue and operating
income of $63.2 million and $6 million, respectively, for the
first quarter of 2004, compared to revenue and operating income of
$62.1 million and $7.3 million, respectively, for the first
quarter of 2003. There was one more business day in the first
quarter of 2004 compared to the prior year quarter.

The division had operating margins of 9.4% in the first quarter of
2004 compared to 11.8% in the prior year period. As expected,
margins were negatively impacted in the current year quarter by
costs associated with the implementation of the record level of
net new business sold during the quarter.

As reported in the Company's first quarter operational update on
April 19, 2004, the Physician Services division achieved a record
level of net new business sold of approximately $12 million during
the first quarter of 2004 versus $3 million in the first quarter
of 2003. The Company defines net new business sold as the
annualized revenue value of new contracts signed in a period, less
the annualized revenue value of terminated business in that same
period.

The division had a net backlog of approximately $5 million as of
March 31, 2004 with a significant portion of the net new business
sold during the first quarter already implemented into the
division's recurring revenue stream. Net backlog represents the
annualized revenue related to new contracts signed with the
business still to be implemented, less the annualized revenue
related to existing contracts where discontinuance notification
has been received.

"Our record net new business sold and the record level of new
business implemented during the first quarter were important
achievements for our revenue growth objectives for the division,"
stated Pead.

The Hospital Services division reported revenue and operating
income, excluding restructuring expenses (a non-GAAP measure), of
$24.8 million and $5.8 million, or 23.6% of revenue, respectively,
for the first quarter of 2004 compared to revenue and operating
income of $23.2 million and $4.6 million, or 19.7% of revenue,
respectively, for the first quarter of 2003. Including
restructuring expenses, the division had operating income of $5.8
million, or 23.4% of revenue, during the current year quarter.

Revenue in the division increased approximately 7% in the first
quarter over the first quarter of 2003. Revenue was positively
impacted by previously unbilled maintenance for certain software
customers that is being recognized upon receipt of payment.
Payments were higher than the Company originally anticipated
during the first quarter.

As reported in the Company's first quarter operational update, new
business sold in the Hospital Services division during the first
quarter of 2004 was approximately $7 million, compared to new
business sold of approximately $6 million during the first quarter
of 2003. Medical-related transaction volume increased
approximately 6% in the first quarter compared to the prior year
period.

"Both our revenue cycle management products and our resource
management products generated double-digit new sales growth in the
quarter," stated Pead.

                    Patient1 Sale Finalized

The Company also announced that it had finalized the closing
balance sheet related to the July 2003 sale of its Patient1
clinical product line. Finalization of the closing balance sheet
resulted in a positive working capital adjustment of $4.3 million,
which is expected to be received on June 1, 2004. Patient1 is
classified as discontinued operations for all periods presented.

                 Lloyd's of London Settlement

As previously reported on May 13, 2004, the Company reached a $20
million settlement with Lloyd's of London (Lloyd's). The Company
was in litigation with Lloyd's following Lloyd's attempt in May
2002 to rescind certain Errors & Omissions Liability Policies and
Directors and Officers Liability Policies issued by Lloyd's to the
Company for the period December 31, 1998, to June 30, 2002. The
settlement entails a $20 million cash payment that is payable by
Lloyd's 60 days from the settlement date or in early July 2004.

During the first quarter, the Company incurred approximately $0.7
million, or $.02 per share on a fully diluted basis, in litigation
expenses related to the Company's dispute with Lloyd's. By
comparison, in the first quarter of 2003, the Company incurred
approximately $1.3 million, or $.04 per share on a fully diluted
basis, in increased insurance premiums and litigation expenses
related to the Lloyd's matter.

Cash flow for the first quarter of 2004 was negatively impacted by
approximately $3.4 million related to the dispute with Lloyd's
compared to $2.8 million in the first quarter of 2003. As of March
31, 2004, and at the time of settlement, the Company had an $18.3
million receivable from Lloyd's associated with legal and
settlement costs in excess of the applicable Lloyd's policies'
deductible.

                          Outlook

The Company reiterates its previously issued full year guidance
for 2004. The Company expects consolidated revenue growth in 2004
of 7% to 9% over the prior year and, excluding the costs
associated with the additional procedures and the anticipated gain
on the Lloyd's settlement, the Company expects fully diluted
earnings per share from continuing operations of $.85 to $.95. The
costs associated with the additional procedures were $3.9 million,
or $.11 per fully diluted share, in the first quarter and are
expected to be in the range of $2.0 to $3.0 million, or $.06 to
$.09 per fully diluted share in the second quarter. The Company
anticipates recognizing a gain on the Lloyd's settlement of
approximately $1.7 million, or $.05 per fully diluted share,
during the third quarter.

By segment, the Company expects revenue growth for the Physician
Services division of between 6% and 8% and operating margins for
the division of 12% to 13%. As anticipated, the implementation of
the significant new business sold during first quarter negatively
impacted margins in the division in the first quarter and, as
stated in the fourth quarter release, this is expected to also
negatively impact margins in the second quarter.

For the Hospital Services division, the Company expects revenue
growth of 8% to 10% and operating margins of 21% to 22%. Operating
margins throughout 2004 will be lower than the prior year as the
division invests in strategic product initiatives.

The Company expects cash flow from continuing operations for the
full year 2004 to be between $48 million and $51 million. The
Company continues to expect capital expenditures and capitalized
software development costs to be between $15 million and $16
million. This cash flow guidance is consistent with the Company's
previous expectations of cash generated by the business and also
includes the costs of the additional procedures of $6 million to
$7 million and the positive net cash flow impact of the Lloyd's
settlement of approximately $15 million.

"I am pleased with our operational performance to date in 2004,"
stated Pead. "With our strong net new business sold performance in
the first quarter and our positive view of pipeline deals, I am
confident in our ability to achieve our revenue and profitability
targets this year," stated Pead.

                      Nasdaq Listing

On May 21, 2004, the Company announced that, as expected, it had
received a noncompliance notification from The Nasdaq Stock Market
(Nasdaq) due to the delay in filing the Company's first quarter
2004 Form 10-Q. The delay in filing the Form 10-Q was the only
deficiency cited.

The Company filed its first quarter Form 10-Q this afternoon. That
filing brings the Company back into compliance with Nasdaq listing
standards.

               About Per-Se Technologies

Per-Se Technologies (Nasdaq: PSTIE) is the leader in Connective
Healthcare. Connective Healthcare solutions from Per-Se enable
physicians and hospitals to achieve their income potential by
creating an environment that streamlines and simplifies the
complex administrative burden of providing healthcare. Per-Se's
Connective Healthcare solutions help reduce administrative
expenses, increase revenue and accelerate the movement of funds to
benefit providers, payers and patients. More information is
available at http://www.per-se.com/  


PILLOWTEX CORP: Asks Court to Nix $4.3 Million Amended Claims
-------------------------------------------------------------
During the claims review process, the Pillowtex Corp. Debtors
found 138 proofs of claim, aggregating $4,296,660, which have been
amended by another claim filed in these cases.

According to Gilbert R. Saydah, Jr., Esq., at Morris Nichols
Arsht & Tunnel, in Wilmington, Delaware, if the Amended Claims
remain in the claims register, the claimants could potentially
receive a double recovery.  Therefore, the Debtors ask the Court
to disallow and expunge each of the Amended Claims.  The Remaining
Claims would not be affected.

The Amended Claims include:

                             Amended   Remaining      
   Claimant                   Claim      Claim         Amount
   --------                  -------   ---------       ------
   Cable, Kathy                1779       2897     $2,000,000
   Cannon, Barry                132       1520         31,467
   County of Dallas              65       4303        641,211
   Fast Fellows Pallet           77       1238         48,930
   Leppard, Donn                190        374         30,792
   Lippard, C W                 359       1498         60,000
   Moore, Phyllis               183       1175         55,767
   Polystar Packaging            68       1029        501,346
   Samin Textiles Ltd            69       2176        110,000
   Samin Textiles Ltd            83       2176        110,000
   State of Indiana            2393       4230         67,265

The Debtors also found 112 claims, aggregating $2,557,390, which
are filed in the incorrect Debtor's cases.  Accordingly, the
Debtors ask the Court to reclassify the Incorrect Debtor Claims
to the correct Debtor's cases.

The Incorrect Debtor Claims include:

   Claimant                    Claim No.   Correct Debtor
   --------                    ---------   ----------------
   Buhler Quality Yarns Corp.       95     Beacon Mfg. Corp.
   Concentric Consumer Mktg.      3222     Fieldcrest Cannon
   Faisal Spinning Mills Ltd      2826     Fieldcrest Cannon
   Fast Fellows Pallet Inc.       1238     PTEX, Inc.
   Orient Textile Mills Ltd         49     Fieldcrest Cannon
   Parkdale America LLC           3223     Fieldcrest Cannon
   Steel Heddle Inc.                11     Fieldcrest Cannon
   United Embroidery Inc.         3085     Fieldcrest Cannon


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)    

       
REAL ESTATE SYNTHETIC: S&P Rates 2004-B Classes B7-B11 at Low-Bs
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Real
Estate Synthetic Investment Securities Series 2004-B's $171.396
million notes.
     
The ratings are based on a level of credit enhancement that meets
Standard & Poor's requirements given the quality of the loans,
distribution of the mortgaged properties, and a legal structure
designed to minimize potential losses to certificateholders caused
by the insolvency of the issuer.
   
                      RATINGS ASSIGNED
    
Real Estate Synthetic Investment Securities Series 2004-B
   
   Class             Rating      Amount (mil $)
   B3                A                  64.273
   B4                A-                 21.425
   B5                BBB                28.566
   B6                BBB-               11.426
   B7                BB+                14.283
   B8                BB                  5.714
   B9                BB-                11.426
   B10               B+                  7.142
   B11               B                   7.141


RES-CARE INC: S&P Revises Outlook to Positive from Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Louisville, Ky.-based special-needs services provider Res-Care
Inc. to positive from stable. At the same time, Standard & Poor's
affirmed its ratings on the company, including the 'B' corporate
credit rating. The company had $184 million of debt outstanding
as of March 31, 2004.

"The outlook revision reflects Standard & Poor's expectations that
Res-Care will improve its credit profile through equity-financed
acquisitions over the next two years," said Standard & Poor's
credit analyst Jesse Juliano. At the end of the second quarter of
2004, financial sponsor Onex Partners L.P. will complete its
purchase of $50.5 million of Res-Care's series A convertible
preferred stock. Onex will own approximately 30% of the company
after this transaction and the purchase of 3.7 million shares from
current shareholders. Standard & Poor's expects that Res-Care will
use the proceeds to acquire a number of relatively small special
needs services providers over the next two years. We expect that
the company's credit profile will continue to improve as Res-Care
generates greater EBITDA and free cash flow as a result of these
acquisitions. Res-Care has a history of successfully completing
small tuck-in acquisitions, and Standard & Poor's does not
anticipate significant integration issues.
     
Still, the low speculative-grade ratings on Res-Care Inc. reflect
the rate pressures that the company faces due to overburdened
government budgets. Res-Care also faces rising insurance expenses
and relatively high debt levels. These factors are somewhat offset
by the company's successful expansion and improved efficiency of
its core operations, as well as its top standing in its unique
market (providing support services to individuals with special
needs).

Res-Care provides residential, training, educational, and support
services to populations with special needs throughout the U.S.,
Puerto Rico, and Canada, including people with developmental or
other disabilities, as well as at-risk and troubled youths. The
company's market has grown rapidly, as state agencies have stopped
providing services to at-risk populations. The eligible client
base is large and under-penetrated, and only about 10% of
qualified candidates receive service. Res-Care serves about 4% of
this population.


RESIDENTIAL ACCREDIT: Fitch Rates 2004-QS6 Class B-2 & B-3 at BB/B
------------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. (RALI) $152,255,577
mortgage pass-through certificates, series 2004-QS6 classes A-1,
A-P, A-V and R certificates (senior certificates) 'AAA'.

The class M-1 certificates ($2,817,200) are rated 'AA', the class
M-2 certificates ($313,000) are rated 'A', and the class M-3
certificates ($469,500) are rated 'BBB'.

The privately offered class B-1 certificates ($234,800) are rated
'BB', the class B-2 certificates ($156,500) are rated 'B', and the
class B-3 certificates ($234,741) are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.70%
subordination provided by the 1.80% class M-1, the 0.20% class M-
2, the 0.30% class M-3, the 0.15% privately offered class B-1, the
0.10% privately offered class B-2 and the 0.15% privately offered
class B-3. Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts. In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s (RFC) servicing capabilities (rated 'RMS1' by
Fitch) as master servicer.

As of the cut-off date, May 1, 2004, the mortgage pool consists of
1,151 conventional, fully amortizing, 15-year fixed-rate, mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $156,481,318.
The mortgage pool has a weighted average original loan-to-value
ratio of 68.08%. The pool has a weighted average FICO score of
724, and approximately 52.57% and 4.45% of the mortgage loans
possess FICO scores greater than or equal to 720 and less than
660, respectively. Loans originated under a reduced loan
documentation program account for approximately 69.66% of the
pool, equity refinance loans account for 48.18%, and second homes
account for 1.80%. The average loan balance of the loans in the
pool is $135,952. The three states that represent the largest
portion of the loans in the pool are California (22.50%), Texas
(15.33%) and Florida (4.93%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers
except in the case of 33.8% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly owned
subsidiary of the master servicer. Approximately 30.7% of the
mortgage loans were purchased from and are being subserviced by
National City Mortgage Company. No other unaffiliated seller sold
more than approximately 3.6% of the mortgage loans to Residential
Funding. Approximately 66.8% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994. Furthermore, none of the mortgage
loans are loans that are referred to as 'high-cost' or 'covered'
loans or any other similar designation under applicable state or
local law in effect at the time of origination that expressly
provide for assignee liability.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program). Alt-A program loans are
often marked by one or more of the following attributes: a non-
owner-occupied property; the absence of income verification; or a
loan-to-value ratio or debt service/income ratio that is higher
than other guidelines permit. In analyzing the collateral pool,
Fitch adjusted its frequency of foreclosure and loss assumptions
to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee. RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit (REMIC).


ROCKWOOD SPECIALTIES: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating and other ratings on specialty chemical
producer Rockwood Specialties Group Inc. All ratings were removed
from CreditWatch with negative implications, where they were
placed April 19, 2004. The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating and a recovery rating of '3' to the
company's proposed $1.85 billion of bank credit facilities, based
on preliminary terms and conditions. The 'B+' rating is at the
same level as the corporate credit rating; this and the '3'
recovery rating indicate a meaningful (50%-80%) recovery of
principal in the event of a default. Standard & Poor's also
assigned its 'B-' rating to the company's proposed $850 million
senior unsecured subordinated term loan with a final maturity of
2014.
     
The ratings were placed on CreditWatch following the company's
announcement of an agreement to acquire four businesses of Dynamit
Nobel, the chemicals unit of mg technologies ag.
     
Proceeds from the new bank credit facilities and the subordinated
term loan are to be used to finance the acquisition of the Dynamit
Nobel businesses (along with about $488 million in total new
equity from existing equity sponsor KKR and new equity sponsor
CSFB Private Equity) and to repay amounts outstanding under the
company's existing bank credit facility. Princeton, N.J.-based
Rockwood currently has over $1 billion of debt (including holding
company obligations).

"The overall creditworthiness of Rockwood, following the
acquisition of certain Dynamit Nobel assets, will reflect a very
aggressive financial profile resulting from high debt leverage,
offset by the new Rockwood's attractive portfolio of specialty
chemical businesses," said Standard & Poor's credit analyst Peter
Kelly.

Rockwood will acquire the Sachtleben, Chemetall, CeramTec, and
DNES Custom Synthesis divisions of Dynamit Nobel for about $2.4
billion. The four divisions had sales of about $1.6 billion in
2003. The proposed combination would be a significant strategic
initiative for Rockwood, as it would broaden the company's
specialty chemicals product portfolio and technology base, and
expand the company's end market and geographic diversification. On
a pro forma basis, Rockwood will have sales of about $2.4 billion.
The transaction is subject to regulatory reviews and shareholder
approval, and is expected to close in the second half of 2004.


ROSEVILLE FARMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Roseville Farms LLC
        P.O. Box 403
        Roxboro, North Carolina 27573

Bankruptcy Case No.: 04-01875

Chapter 11 Petition Date: May 17, 2004

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: Douglas Q. Wickham, Esq.
                  Hatch, Little & Bunn
                  P.O. Box 527
                  Raleigh, NC 27602
                  Tel: 919-856-3940

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SAFETY-KLEEN: Wants Claims Objection Time Extended through Dec. 18
------------------------------------------------------------------
The Safety-Kleen Creditors' Trust and the Reorganized Debtors ask
the Court to extend the deadline by which all claims objections
must be filed to and including December 18, 2004.

Under the Plan, Safety-Kleen is responsible for objecting to and
resolving all secured claims and claims entitled to priority
treatment under the Bankruptcy Code, and the Trustee is
responsible for objecting to general, unsecured claims.

To date, 1,940 priority claims and 1,650 secured claims have been
filed.  These numbers include 2,300 claims filed because of
prepetition taxes allegedly owed by the Debtors.  Additionally,
15,000 general unsecured claims have been filed.

Safety-Kleen has agreed to, objected to, negotiated the withdrawal
of, or settled 1,700 of the secured and priority claims.  Safety-
Kleen and the Trustee have agreed to, objected to, negotiated the
withdrawal of, or settled 9,200 unsecured claims.

Notwithstanding the arduous efforts on the part of the Reorganized
Debtors and the Trustee, the Objection Deadline will expire before
the Reorganized Debtors and the Trustee have completed the claims
objection process.

Safety-Kleen and the Trustee are continuing to review and
reconcile the remaining claims, and negotiate with the parties
that have responded to prior objections to claims.  In light of
these various time-consuming tasks and the substantial progress
Safety-Kleen and the Trustee have made to date, the Reorganized
Debtors and the Trustee need additional time to sufficiently
analyze the remainder of unresolved claims and to file claims
objections, if appropriate.  (Safety-Kleen Bankruptcy News, Issue
No. 78; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SALTON INC: Lay-Offs Reduces Annualized Expenses by $11 Million
---------------------------------------------------------------
Salton, Inc. (NYSE:SFP) announced that is in the process of
finalizing the initial phase of its recently announced cost-
reduction program. The Company is releasing over 200 employees in
its domestic operations, reducing annualized expenses by
$11 million. In connection with the reduction in personnel, the
Company expects to take a charge, in its fourth fiscal quarter for
the period ending June 28, 2004, of approximately $0.6 million for
severance costs.

"While it is disappointing that we had to take these actions,
Salton is firmly committed to returning its domestic operations to
profitability," said Leonhard Dreimann, Chief Executive Officer.
"We believe these actions, as part of our overall restructuring
activities, will better align our domestic cost structure with the
current revenue base. We continue to aggressively target other
areas for additional cost savings and are confident that we will
quickly reach our previously announced objective of a minimum of
$40 million in cost reductions. While these lay offs are
emotionally difficult for the Salton management team, we have
already made plans to ensure that there is as little disruption as
possible, and expect that it will have little impact on our
overall sales activity."

After the lay offs, Salton employs 530 people in its domestic
operations.

                    About Salton, Inc.

Salton, Inc. is a leading designer, marketer and distributor of
branded, high quality small appliances, home decor and personal
care products. Our product mix includes a broad range of small
kitchen and home appliances, tabletop products, time products,
lighting products, picture frames and personal care and wellness
products. We sell our products under our portfolio of well
recognized brand names such as Salton, George Foreman,
Westinghouse(TM), Toastmaster, Melitta, Russell Hobbs, Farberware,
Ingraham and Stiffel. The company believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with customer base and
focused outsourcing strategy.

                      *   *   *

As reported in the Troubled Company Reporter's February 13, 2004  
edition, Standard & Poor's Ratings Services lowered its corporate  
credit rating on small appliance marketer Salton Inc. to 'B' from  
'B+', and lowered its bank loan rating on the company to 'B+' from  
'BB-', after the company reported lower than expected  
profitability during the critical Christmas selling season. At the  
same time, Standard & Poor's lowered its subordinated debt rating  
on the company to 'CCC+' from 'B-'. The outlook remains negative.

The ratings continue to reflect Salton Inc.'s participation in the  
highly competitive small appliance market, accelerating price  
deflation at the retail level, and the company's high debt  
leverage. Somewhat mitigating these risks is Salton's solid track  
record in developing new products and in successfully marketing  
its existing branded product portfolio.


SMITH & SONS PAVING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Smith and Sons Paving Company
        2139 Linville Falls Highway
        Pineola, North Carolina 28662-0000

Bankruptcy Case No.: 04-51504

Chapter 11 Petition Date: May 24, 2004

Court: Middle District of North Carolina (Winston-Salem)

Judge: William L. Stocks

Debtor's Counsel: Gene B. Tarr, Esq.
                  Blanco Tackabery Combs & Matamoros, P.A.
                  Suite 500, 110 South Stratford Road
                  P.O. Drawer 25008
                  Winston-Salem, NC 27114
                  Tel: 336-761-1250

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Atlantic Mutual Insurance     Bonding Company         $1,048,587
Company
Administrative Center
Three Giralda Farms
Madison, NJ 07940-1004

US Bancorp Equipment Finance  Equipment Lease           $972,624
Inc.
13010 SW 68th Parkway
Portland, OR 97223

Maymead, Inc.                 Subcontract--             $366,430
P.O. Box 911
Mountain City, TN 37683

Caterpillar Financial         Lease                     $268,922
Services Corp.
P.O. Box 905561
Charlotte, NC 28290-5561

Seaco                         Trade Debt                $109,431

Lake View Construction &      Trade Debt                 $73,637
Equipment, Inc.

McCrary Stone Service, Inc.   Trade Debt                 $56,164

Carolina Tractor              Trade Debt                 $48,784

Fred Reeves Construction Co.  Trade Debt                 $39,508
Inc.

Davis Excavating & Hauling    Trade Debt                 $26,400

Smith Setzer & Sons, Inc.     Trade Debt                 $21,482

Trinity Capital Corporation   Lease                      $21,427

First Citizen Bank            Trade Debt                 $19,988

Burngarner Oil Co.            Trade Debt                 $16,960

Hitachi Credit America Corp.  Value of Collateral:      $195,694
                              $182,424

Fulcher Electric of           Trade Debt                 $13,082
Fayetteville, Inc.

Yancey Stone                  Trade Debt                 $12,577

Komatsu Financial             Lease                      $10,789

Maymead Materials, Inc.       Trade Debt - Asphalt       $10,693
                              Purchases

Martin Marietta Aggregates    Trade Debt                  $8,944


SOUTHWEST RECREATIONAL: Committee Brings-In Deloitte & Touche
-------------------------------------------------------------
The Official Unsecured Creditors' Committee for Southwest
Recreational Industries, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Georgia for permission to retain
Deloitte & Touche LLP as its Reorganization Consultants and
Financial Advisors, nunc pro tunc to March 3, 2004, in the
company's on-going chapter 11 proceeding.

The Committee believes that the size of the Debtors' operations
and complexity of its attendant financial difficulties required it
to employ a Deloitte & Touche to assist in gathering and analyzing
financial information and other services.

The Committee contemplates that Deloitte & Touche will:

   a) assist the Committee in connection with assessing the
      Debtors' cash and liquidity requirements;

   b) assist the Committee in connection with monitoring the
      Debtors' financial position and operating performance;

   c) assist the Committee in connection with evaluating the
      Debtors' business and operation;

   d) assist the Committee in connection with evaluating the
      Debtors' current operations and executory contracts;

   e) consistent with the scope of services set forth herein,
      attend and participate in appearances before the United
      States Bankruptcy Court;

   f) provide such other related services as may be requested by
      the Committee or its counsel and as may be agreed to by
      Deloitte & Touche.

Camille Stovall will participate as Engagement Principal,
maintaining overall responsibility for the engagement on behalf of
Deloitte & Touche.  John Little, Senior Manager, and Anthony
Jackson, Manager, will provide field support services and
coordinate daily management of the engagement.  The hourly rates
for these professionals are:

         Professionals        Billing Rate
         -------------        ------------
         Ms. Stovall          $450 per hour
         Mr. Little           $375 per hour
         Mr. Jackson          $340 per hour

The present hourly rates charged by Deloitte & Touche for the
services provided by its personnel are:

      Designation                       Hourly Rate
      -----------                       -----------
      Partner, Principal and Director   $450 - $650
      Senior Manager                    $350 - $575
      Manager                           $300 - $450
      Senior Consultant                 $250 - $350
      Staff                             $180 - $275
      Paraprofessional                  $ 75 - $125

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.


SPIEGEL: Court Extends Lease Decision Deadline to Sept. 7, 2004
---------------------------------------------------------------
Judge Blackshear gave the Spiegel Group Debtors more time to
decide whether they should assume, assume and assign, or reject
their unexpired non-residential real property leases.  The Debtors
have through and including September 7, 2004, to make those
decisions.  

However, with regard to the Debtors' Leases with The Rouse
Company Affiliates, the Taubman Landlords, and the lessor for the
Eddie Bauer store located at Oakland Mall in Troy, Michigan, the
Court extends the Debtors' Lease Decision Period through and
including August 4, 2004.

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: Canadian Court Extends CCAA Stay to September 30, 2004
--------------------------------------------------------------
Stelco Inc. (TSX: STE) obtained an Order of the Ontario Superior
Court of Justice extending the stay period under its Court-
supervised restructuring process until September 30, 2004. While
the Company's USWA locals opposed the application, the Company and
the representatives of other stakeholders stated that the
extension was essential to providing certainty and stability for
all interested parties.

During the Court hearing held this morning, representatives of the
Company and some of its stakeholders expressed concern about the
slow pace at which Stelco's restructuring is proceeding. The Court
endorsed the record with a request that all parties meet to
develop a process by which meaningful discussions can be
initiated. Those discussions will be essential if the
restructuring is to succeed. The Court requested a progress report
by June 2, 2004.

Hap Stephen, Stelco's Chief Restructuring Officer, said, "We've
not made the progress we had hoped to have made by this point.
That's why we welcome the Court's extension Order coupled with the
direction that the stakeholders meet to identify a process for
moving forward, and that a progress report be submitted within the
week."

The Court also set June 14, 2004 as the date to hear a Motion
filed previously by the Government of Ontario seeking direction on
the power of the Ministry of Labour to appoint a conciliation
officer within the context of the collective bargaining
negotiations at Stelco's Lake Erie plant.

In addition, the Court approved the sale of certain assets of
Welland Pipe Ltd., one of the Stelco subsidiaries included in the
Court-supervised restructuring process. These assets consist of
the Spiral Pipe Mill which is located in Welland, Ontario. These
operations were closed in 2003 due to the lack of market demand in
North America for very large diameter pipe. The purchaser plans to
relocate the Spiral Pipe Mill assets to India. Additional
information in this matter can be found in the Supplemental Fourth
Report of the Monitor filed with the Court on May 25, 2004.

                     About Stelco Inc.

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

To learn more about Stelco and its businesses, please refer to our
Web site at http://www.stelco.ca/   


SUSANVILLE PUBLIC: S&P Cuts Water System Revenue Bond Rating to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Susanville Public Finance Authority, Calif.'s
outstanding water system revenue bonds, issued for Susanville
Public Financing AuthoritySusanville, three notches to 'BB'
from 'BBB' and placed the rating on Creditwatch with negative
implications.

The downgrade and CreditWatch placement follow the city's request
for a partial draw on the debt service reserve relative to its
June 1, 2004, principal and interest payment. The water system's
liquidity is weakened by poor financial controls and lack of
timely rate increases, which are in violation of the rate covenant
that requires net revenues to cover debt service by 1.25x.
     
"Unless management acts decisively to put the water system on
firmer financial footing over the next few months, the rating
could be lowered further," said Standard & Poor's credit analyst
Peter Murphy.
     
Other rating factors include a limited local area economy centered
on government and services, with low wealth levels; the city's
role as a regional services center; ample water supply, with
affordable rates and limited future capital needs; and good legal
provisions.

The bonds are secured by net revenues of Susanville's water
system, and were issued for refunding purposes and water system
improvements. Legal provisions are good, consisting of a 1.25x
rate covenant and historical 1.25x maximum annual debt service
additional bonds test along with a fully funded debt service
reserve.
     
The water system provides service to a 2.5 square-mile area that
includes the entire city of Susanville and a small area around the
city. Water is supplied by both springs and wells, with ample
capacity of 6.6 million gallons per day--well above the average
consumption.

With high-quality water sources and no major capital needs, no
additional debt is anticipated. System rates are currently high
following the last increase on July 1, 2000, and further rate
increases appear necessary given the system's current liquidity
situation.

Susanville is 270 miles northeast of San Francisco and serves as
the seat of, as well as the only incorporated city in, Lassen
County.
     
The downgrade and CreditWatch placement affect roughly $6 million
of outstanding debt.


TERPHANE HOLDINGS: S&P Withdraws B- Corporate & Sr. Debt Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating on Bloomfield, N.Y.-based Terphane Holding Corp. At
the same time, Standard & Poor's withdrew its 'B-' senior secured
rating on the company's proposed $100 million senior secured notes
due 2009, which was initially assigned on May 14, 2004 based on
preliminary terms and conditions.

"The ratings were withdrawn based on Terphane's indication that it
will not complete the sale of the $100 million notes issue as
initially proposed, resulting in a material departure from the
original financing plan and a significant reduction in the
expected amount of liquidity available at closing," said Standard
& Poor's credit analyst Franco DiMartino.
     
The proceeds from the proposed notes transaction were to be used
primarily to fund a $65 million dividend to shareholders, to
provide liquidity, and to repay approximately $15 million of
existing subsidiary debt. Should Terphane present a new financing
plan, Standard & Poor's would reevaluate the corporate credit and
issue ratings based on a review of the proposed refinancing and
the implications for credit quality.


TOPS APPLIANCE: Argo Offers 15-20% for Debtor's Receivables
-----------------------------------------------------------
Donald V. Biase, the Chapter 7 Trustee overseeing the liquidation
of Tops Appliance City, Inc., accepted a $15,000 cash offer from
Argo Partners for the estate's uncollected accounts receivable.  
The Trustee says $75,000 to $100,000 of receivables are still on
the Debtors' books despite his collection efforts.  The Trustee
relates that approximately $25,000 of these uncollected
receivables have been reduced to judgments but remain unsatisfied.  

The Trustee is convinced further collection efforts by his office
or special collection counsel are not cost effective.  The Trustee
is convinced that Argo's offer, based on negotiations with several
firms, is fair and reasonable.  The sale transaction is subject to
any higher and better offers.  The Honorable Donald H. Steckroth
will convene a hearing on June 8, 2004, in Newark, New Jersey, to
approve a sale to the highest bidder.  

Tops Appliance City, Inc., was a retailer of home appliances, air
conditioners, housewares, and kitchen cabinetry, operating eight
stores in New York and New Jersey and generating nearly $80
million in annual revenue.  Tops filed for Chapter 11 protection
on February 2, 2000 (Bankr. D. N.J. Case No. 00-30924).  Cole,
Schotz, Meisel, Forman & Leonard, P.A. of Hackensack, New Jersey,
represented Tops.  On April 17, 2000, the chapter 11 case
converted to a chapter 7 liquidation.  Hilco Trading Co., Inc.,
and Garcel, Inc., teamed-up to liquidate the Debtor's inventory.  
Richard B. Honig, Esq., at Hellering Lindeman Goldstein & Siegal
LLP in Newark, represent the Chapter 7 Trustee.  


UAL CORPORATION: Discloses April 2004 Losses
--------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed its April
Monthly Operating Report (MOR) with the United States Bankruptcy
Court. The company reported a loss from operations of $75 million,
which represents an improvement of approximately $221 million over
April 2003. Mainline passenger unit revenue improved 20% year-
over-year. Unit costs were down 12% over last year. Excluding
fuel, costs were down 17%. The company reported a net loss of
$137 million, including $28 million in reorganization expenses,
which include non-cash items resulting from the rejection of
aircraft as the company aligns its fleet with the market. UAL met
the requirements of its debtor-in-possession (DIP) financing.

"Like the rest of the industry, we are challenged by high fuel
prices," said Jake Brace, United's executive vice president and
chief financial officer. "We continue to move United's
restructuring forward. We are introducing a number of fuel
conservation measures and building on our cost reduction efforts
on all fronts. If fuel prices were at more typical levels, United
would have reported an operating profit in April."

UAL ended April with a cash balance of about $2.3 billion, which
included $685 million in restricted cash (filing entities only).
The cash balance decreased $246 million during the month of April,
driven by a pension contribution of $110 million, a quarterly
retroactive wage payment to International Association of
Machinists members of $63 million, the April Bank One DIP
repayment of $60 million and a quarterly Success Sharing reward to
employees of $26 million. The Success Sharing program provided a
cash payout for employees, who exceeded the company's performance
goals for on-time departure and customer satisfaction.

United continued to deliver strong operational results, with an
on-time :14 departure performance of 85.1% and a record April load
factor of 79.9%.

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)   


UAL CORP: Inks Stipulation Allowing IRS To File Consolidated Claim
------------------------------------------------------------------
The UAL Corp. Debtors ask the Court to approve a stipulation
permitting the Internal Revenue Service to file consolidated
claims under one case number.  The IRS filed identical claims in
each of the Debtors' Chapter 11 Cases for $98,928,769 for federal
income taxes.  Because UAL Corporation is the common parent for
several consolidated tax return years, each member of the group is
severally liable.

During the claims analysis and objection process, the multiple
IRS Claims will impose a significant administrative burden on the
Debtors, the IRS, the Court and the Debtors' claims agent.  To
avoid this entanglement, the Debtors and the IRS agree that the
IRS's Claim No. 42471 filed in Case No. 02-B-48191 will be deemed
to be the surviving IRS Claim.  Separate claims filed in the
Debtors' other Chapter 11 Cases will be deemed amended and
superseded by this Claim.

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)   


UNITED SALES: Gets Okay to Hire Jackson Lewis as Labor Counsel
--------------------------------------------------------------
United Sales and Leasing Co., Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the Western District of New
York to retain Jackson Lewis LLP as its special counsel.

Jackson Lewis has represented the Debtor over a number of years
prepetition in labor and employment related matters. Jackson Lewis
is therefore familiar with the Debtor's business operations and
financial affairs, as well as the types of labor and employment
issues that typically arise.

The labor and employment related matters arise from time to time
in the conduct of the Debtor's business operations and financial
affairs. The Debtor is currently the subject of a union grievance
related to agreements reached in December, 2003, permitting the
Debtor to outsource certain work provided such work was outsourced
at each of its facilities. The matter will likely be arbitrated
pursuant to the applicable collective bargaining agreement.

Jackson Lewis, as special purpose counsel, will represent the
Debtor in labor and employment matters, including the pending
grievance.

The attorneys primarily responsible for providing services to the
Debtor are:

      Professionals         Designation    Billing Rate
      -------------         -----------    ------------
      Mark S. Shiffman      Partner        $340 per hour
      Marijane E. Treacy    Associate      $230 per hour

Headquartered in Dunkirk, New York, United Sales & Leasing Co.,
Inc., is a full service carrier, specializing in big, wide and
heavy loads.  The Company filed for chapter 11 protection on
January 23, 2004 (Bankr. W.D.N.Y. Case No. 04-10475).  
Beth Ann Bivona, Esq., and Daniel F. Brown, Esq., at Damon & Morey
LLP represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$23,439,892 in total assets and $18,405,955 in total debts.


US DATAWORKS: FY 2004 Net Loss More Than Doubles to $7,088,000
--------------------------------------------------------------
US Dataworks (Amex: UDW), a leading developer of payment
processing software, announced financial results for its fiscal
2004 fourth quarter and twelve months ended March 31, 2004.

Revenues for the fiscal fourth quarter of 2004 were $1,580,000,
compared to revenue of $333,000 for the fiscal fourth quarter last
year. Revenues were positively impacted by the company's recent
$1.0 million technology sharing agreement entered into with a
large non-corporate customer. Net loss for the fourth quarter of
2004 was $344,000, or $0.01 per share, compared to a net loss of
$1,271,000, or $0.11 per share, for the fourth quarter last year.
Net loss for the fiscal 2004 fourth quarter included non-
recurring, non-cash charges of approximately $191,000 in
connection with certain debt conversions and refinancings.

"We are very pleased to provide such strong results for our fourth
quarter," stated Charles E. Ramey, CEO of US Dataworks. "The
primary focus of fiscal year 2004 was to strengthen the company's
balance sheet, capture leadership in the burgeoning (up to 10
billion paper checks a year eligible) accounts receivable
conversion market (ARC) and continue to strive toward
profitability. Not only did we succeed in each of these, but we
finished the year with record revenues. And by recently raising
additional capital, we have increased our efforts toward capturing
further market share in ARC, Check-21 and other electronic payment
processing solutions."

Revenues for the twelve months ended March 31, 2004 was $3,442,000
compared to $2,168,000 for the twelve months of fiscal 2003.
Operating loss for fiscal year 2004 was $1,985,000 compared to an
operating loss of $1,706,000 for fiscal year 2003. Net loss for
2004 was $7,088,000, or $0.38 per share, compared to a net loss of
$3,117,000, or $0.27 per share, for 2003. The net loss for 2004
included non-recurring, non-cash charges of approximately $4.8
million in connection with certain debt conversions and
refinancings.

                     About US Dataworks

US Dataworks is a developer of payment processing software,
focused on the Financial Services market, Federal, State and local
governments, billers and retailers. Software developed by US
Dataworks is designed to enable organizations to transition from
traditional paper-based payment and billing processes to
electronic solutions that automate end-to-end processes for
accepting and clearing checks.

As reported in the Troubled Company Reporter's March 19, 2004
edition, US Dataworks has incurred significant losses and negative
cash flows from operations for the last two fiscal years. It has
obtained its required cash resources through the sale of debt and
equity securities but may not operate profitably in the future and
may be required to continue the sale of debt and equity securities
to finance operations.

Management of the Company believes the Company currently has
adequate cash to fund anticipated cash needs for at least the next
six months. An adverse business or legal development may
also require the Company to raise additional financing sooner than
anticipated. Management recognizes that the Company may be
required to raise such additional capital, at times and in
amounts, which are uncertain, especially under the current capital
market conditions. If  unable to acquire additional capital or
required to raise it on terms that are less satisfactory than
desired, such may have a material adverse effect on the Company's
financial condition. If necessary, US Dataworks indicates that it
may be required to consider curtailing operations significantly or
to seek arrangements with strategic partners or other parties that
may require the Company to relinquish significant rights to
products, technologies or markets. In the event the Company raises
additional equity financings, these financings may result in
dilution to existing stockholders.

As of December 31, 2003, US Dataworks' accumulated deficit was
$39,489,219. The Company's auditors have included an explanatory
paragraph in their Independent Auditor's Report (included in the
Company's audited financial statements for the years ended March
31, 2003 and 2002 filed with the annual report on Form 10-KSB/A
for fiscal year ended March 31, 2003), to the effect that the loss
from operations for the year ended March 31, 2003, and the
accumulated deficit at March 31, 2003 raise substantial doubt
about the Company's ability to continue as a going concern.


US UNWIRED: Executes Debt for Equity Exchanges
----------------------------------------------
US Unwired Inc. (OTCBB:UNWR) announced that it has retired
approximately $41.6 million face amount of 13 3/8% senior
subordinated discount notes due 2009 through a series of debt for
equity exchanges effected pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended. The swaps follow a series of
sales of non-core assets, negotiation of an enhanced covenant
package with senior lenders and debt repayments - all aimed at
further strengthening the company's balance sheet. The retired
bonds had an accreted value of $38.6 million as of March 31, 2004.

"We are delighted that those holders of our 13 3/8% notes who have
converted their investment into equity fully support our business
strategy. These trades could not have been possible without the
improvements we have made in our operating results and balance
sheet," said Robert Piper, US Unwired's Chief Executive Officer.
"We will maintain our focus on improving the quality of our
network, reducing costs, and enhancing each customer's experience
with the company to continue to better our financial and operating
performance. Our shareholder-centric focus drove us to improve our
balance sheet by liquidating non-core assets and strategic, rather
than wholesale, debt reduction."

After completing these transactions, US Unwired has approximately
148.5 million shares of common stock outstanding. US Unwired's
board of directors has approved the elimination of up to
$75 million of its 13 3/8% senior subordinated discount notes due
2009 through Section 3(a)(9) exchanges of the notes for US Unwired
common stock. The company is in discussions with other debt
holders to complete the program.

                     About US Unwired

Headquartered in Lake Charles, La., US Unwired Inc. -- whose
March 31, 2004 balance sheet shows a total stockholders' deficit
of $239,200,000 -- 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".


WORLDCOM INC: MCI Board Of Directors Reviews Company's Cash Needs
-----------------------------------------------------------------
Pursuant to Section 5.07 of MCI, Inc.'s (MCIA.PK) Plan of
Reorganization, the Company announced its Board of Directors has
begun a review of the Company's cash needs.  The Plan obligates
MCI to determine the amount of excess cash available as of the
April 20, 2004 emergence date and utilize it in accordance with
its Board's best business judgment to maximize shareholder value.  
The Board has not yet determined the amount of excess cash or its
application.  MCI will provide further information once the review
is complete.

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)  


WRENN ASSOCIATES: Wishes to Sign-Up Priest Butler as Accountants
----------------------------------------------------------------
Wrenn Associates, Inc., is asking the U.S. Bankruptcy Court for
the District of New Hampshire to approve its retention of Lewis
Butler and the firm Priest, Butler & Co., Ltd., as its accounting
consultant.

Priest Butler will:

   a) assist management with accounting issues relative to the
      filing;

   b) assist with any requests for information from the US
      Trustee's Office;

   c) assist the Debtor's Attorney by providing financial
      information on the status of the company's finances and
      financial projections if needed;

   d) verify accounting information and create reports when
      requested;

   e) complete the monthly reports for the US Trustee's Office;

   f) be available on site as needed and easily reachable by
      phone or pager in order to coordinate activity. Off site
      time will also be billed as incurred.

Priest Butler will bill the Debtors its current hourly rates of:

            Professionals      Billing Rate
            -------------      ------------
            Lewis Butler       $65 per hour
            Staff Support      $35 per hour

Headquartered in Merrimack, New Hampshire, Wrenn Associates, Inc.
-- http://www.wrenn.com/-- is a construction management firm.   
The Company filed for chapter 11 protection on
April 16, 2004 (Bankr. D. N.H. Case No. 04-11408).  William S.
Gannon, Esq., represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $4,037,000 in total assets and $7,778,494 in total debts.


ZION BAPTIST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Zion Baptist Church
        2517 Dalrock Road
        Rowlett, Texas 75088

Bankruptcy Case No.: 04-35914

Chapter 11 Petition Date: May 27, 2004

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Karen Lynn Kellett, Esq.
                  Kellett Law Firm
                  900 Jackson Street, Suite 120
                  Dallas, TX 75202
                  Tel: 214-292-3660
                  Fax: 214-744-3661

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
MBE Services, Inc.            Construction Services      $30,000

Home Depot Credit Services    Building supplies          $11,690

State Farm Insurance          Property Insurance          $6,965
Companies

The CIT Group                 Hitachi copier lease        $2,027

Sam's Club                    Supplies                    $1,043

Ferguson Enterprises, Inc.    Plumbing equipment            $701

Resource                      Office supplies               $506

R.H. Boyd Publishing          Publications                  $474

The Flower Shoppe             Flowers                       $127

Nature Calls, Inc.            Portable Toilet                $65
                              Rental

ACN                           Phone service                  $44
                              provider

State Farm Insurance          Disability premium             $31
Companies                     for pastor

Rome D. Pettway               Gauranty                        $0

Phoenix                       Life Insurance Policy           $0
                              on pastor

Lone Star Self Sotrage        Storage monthly lease           $0

Genesis Christian             Guaranty                        $0
Educational Institute

Drexter White                 Guaranty                        $0

Davyd Griggs                  Guaranty                        $0

City of Rowlett Utility       Utility                         $0
Billing

Charles Myers                 Guaranty                        $0


* SSG Capital Advisors Relocates Cleveland Office to Beachwood, OH
------------------------------------------------------------------
SSG Capital Advisors, L.P. has moved its Cleveland office to a new
location. The office will continue to be guided by Geoffrey S.
Frankel, Managing Director and Jeremy P. Eberlein, Vice President.
New contact information below:

         SSG Capital Advisors, L.P.
         2000 Auburn Drive, Suite 200
         Beachwood, Ohio 44122
         Main Telephone (216) 378-7778
         Main Fax (216) 378-7779

         Geoffrey Frankel, Managing Director
         Direct Tel: (216) 378-7775
         Email: gfrankel@ssgca.com

         Jeremy P. Eberlein, Vice President
         Direct Tel: (216) 378-7776
         Email: jeberlein@ssgca.com

SSG Capital Advisors, L.P. -- http://www.ssgca.com/-- advises
middle market businesses nationwide and in Europe that are under-
capitalized and facing turnaround situations. With more than 100
investment banking assignments completed since 1999, the firm is
recognized for its expertise in mergers and acquisitions; private
placements of debt and equity; complex financial restructurings,
and valuations and fairness opinions.

            About SSG Capital Advisors, L.P.

As a boutique investment banking firm, SSG Capital Advisors, L.P.
specializes in advising businesses and investors in special
situations. Armed with a strong team and a broad base of relevant
experience, the firm assists companies facing unique situations,
throughout the world. In the past five years, SSG has completed
over 100 investment banking assignments on behalf of its clients.


* Clifford Chance Relocating New York Office on June 1
------------------------------------------------------
Clifford Chance US LLP is on the move.  On June 1, 2004, Clifford
Chance's New York office will relocate to:

       Clifford Chance US LLP
       31 West 52nd Street
       New York, NY 10019-6131
       Telephone (212) 878-8000
       Fax (212) 878-8375
       http://www.cliffordchance.com/


* BOND PRICING: For the week of May 31 - June 4, 2004
-----------------------------------------------------

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


                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***