TCR_Public/040601.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 1, 2004, Vol. 8, No. 107

                           Headlines

ABERDEEN FINANCE: Case Summary & 10 Largest Unsecured Creditors
ABINGTON FITNESS: Case Summary & 20 Largest Unsecured Creditors
AEGIS COMMS: Deutsche Bank & DB Advisors Hold 66.6% Equity Stake
AESP INC: Intends to Appeal Nasdaq Delisting Determination
AFTON FOOD: Stockholders' Deficit Tops $18.9 Million at March 31

ALDEAVISION INC: Expects to Complete Recapitalization Plan by June
AMERICANA PUBLISHING: Demands Berlin Stock Exchange Delisting ASAP
AMERICAN WAY: Case Summary & 42 Largest Unsecured Creditors
AURORA: ACE Insurance Presses for Administrative Expense Payment
AVADO BRANDS: Wants to Tap DJM Asset as Real Estate Consultants

AZTAR CORP: 8-7/8% Sr. Note Tender Offer Extended Till Tomorrow
BEAR STEARNS: S&P Rates $150MM Series 2004-ESA Class J at BB+
BLARNEY STONE PERSONAL: Voluntary Chapter 11 Case Summary
BOYD GAMING: Obtains Consents to Amend Coast Hotels' 9.5% Sr Notes
CALPINE CORP: Signs 25-Year Sale Agreement with Dow Chemical

CELTRON INTERNATIONAL: Former Auditors Express Going Concern Doubt
CENTERPOINT: Texas Genco Opts to Increase STP Nuclear Plant Stake
CHAMPIONLYTE: Wants Immediate Delisting from Berlin Stock Exchange
CHEMED CORP: S&P Assigns B+ Corp Rating & Says Outlook is Negative
CMS ENERGY: Shareholders Elect Board Members & Approve 4 Proposals

CMS ENERGY: Utility Unit Declares Quarterly Preferred Dividends
CSG SYSTEMS: S&P Rates $200 Mil. Senior Subordinated Debt at B
CWMBS INC: Fitch Rates Series 2004-J5 Classes B-3 & B-4 at BB/B
CYBERADS INC: Losses & Deficit Trigger Going Concern Doubt
DELTA AIR LINES: Files Registration Statement with SEC

DVI INC: Fitch Downgrades Medical Equipment Securitizations
DAN RIVER: Court Grants Final Approval of $145 Million DIP Loan
E.SPIRE: Trustee Wants to Talk to KPMG Partners & Managers
EL PASO CORP: Provides Financial and Operational Update
EL PASO CORP: Annual Stockholders Meeting Set for Sept. 9 in Texas

ENRON CORPORATION: Court Approves Texaco Settlement Agreement
EXIDE TECHNOLOGIES: U.S. & European Debtors Sign Credit Agreement
FLEMING COMPANIES: Court Sets Solicitation & Tabulation Protocol
FLINTKOTE: Future Claimants Seek to Employ Analysis Research
FOREST OIL: S&P Cuts Corp. & Sr. Debt Ratings to BB- & Lifts Watch

GARDEN CITY: Cal Pac Pays 56-Cents-on-the-Dollar for Unsec. Claim
GLOBAL CROSSING: Outlines VoIP Regulatory Vision to FCC
GOODYEAR TIRE: S&P Lowers Ratings & Removes Watch on Related Notes
GSR MORTGAGE: Fitch Ups Series 2003-5F Class B-5 Rating to BB-
HEALTHSOUTH: Extends Consent Solicitations through June 4, 2004

KENNEDY MANUFACTURING: Gets Court Nod to Hire CBIZ as Actuaries
LOUDEYE CORP: Resale Registration Statement Declared Effective
MEDIABAY: John Levy Named Acting Chairman as Carl Wolf Resigns
MINORPLANET SYSTEMS: Court Approves Amended Disclosure Statement
MIRANT CORPORATION: Creditors' Committee Retains PA Consulting

NATIONAL BENEVOLENT: Panel Taps Moore Diversified as Accountants
NATIONAL CENTURY: Agrees To Allow Amedisys' $7,339,584 Claim
NEP INC: S&P Assigns 'B+' Corporate Credit Rating
NORTEL NETWORKS: Export Development Agrees to Waive Unit's Default
OMI CORP: Proposed Stelmar Merger Prompts S&P's Negative Watch

PACIFIC GAS: Court Issues Opinion On CPUC Holding Company Clause
PARMALAT GROUP: Perry's Ice And Friendship Dairies Want Examiner
PILLOWTEX CORP: Creditors' Committee Taps Trenwith as Advisor
QUEBEC CENTER LTD: Case Summary & 6 Largest Unsecured Creditors
RENAL CARE: Completes National Nephrology Acquisition for $345MM

RICA FOODS: Second Quarter Net Loss Widens to $1.2 Million
SAFETY-KLEEN: Creditor Trustee Wants To Amend Trust Agreement
SCHILS AMERICA: Case Summary & 20 Largest Unsecured Creditors
SEQUOIA MORTGAGE: Fitch Assigns Low-B Ratings to 2 2004-5 Classes
SOUTHWEST RECREATIONAL: Atlas Partners Serves Real Estate Agent

SPECTRUM PHARMA: Will Present at Friedman's Conference Tomorrow
SPIEGEL GROUP: Court Authorizes $250,000 Expense Reimbursement
SPORTS CLUB COMPANY: U.S. Bank Issues Default Notice
STATEN ISLAND: Fitch Downgrades $49.4MM Bond Rating to BB-
STATER BROS.: S&P Upgrades Corporate Debt Rating to BB- from B+

STERLING FINANCIAL: Completes StoudtAdvisors Acquisition
STRATUS SERVICES: Reports Unauthorized Berlin Stock Listing
STRUCTURED ASSET: Fitch Assigns Low-Bs to Two 2004-12H Classes
SUPERIOR GALLERIES: Strained Liquidity Raises Going Concern Doubt
TENET HEALTHCARE: Sells Barcelona Hospital to BC Partners

TESORO PETROLEUM: S&P Rates New $625MM Credit Facilities at BB
TOWER AIR: Bankruptcy Court Won't Help Ernst & Young Escape
TRANSMONTAIGNE INC: S&P Lowers Ratings to BB- & Removes Watch
ULTRA MOTORCYCLE: Trustee Selling Unissued Shares for $15,000
UNIFAB INTERNATIONAL: Receives Delisting Notice from Nasdaq Market

UNITED AIRLINES: Rejecting N344UA & N345UA Aircraft Leases
WEIGHT LOSS FOREVER: Going Concern Ability is in Doubt
WORLDCOM INC: Objects to 94 Mechanic's Lien Claims Totaling $21MM+

* John D. Bond III to Lead Bradley Arant's New Charlotte Office

* Large Companies with Insolvent Balance Sheets

                           *********

ABERDEEN FINANCE: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aberdeen Finance Corporation
        dba Aberdeen Insurance Agency
        P.O. Box 59
        Aberdeen, South Dakota 57402-0059

Bankruptcy Case No.: 04-10175

Type of Business: The Debtor is a small loan and insurance
                  company.

Chapter 11 Petition Date: May 20, 2004

Court: South Dakota (Northern Aberdeen)

Judge: Irvin N. Hoyt

Debtor's Counsel: Patrick T. Dougherty, Esq.
                  Dougherty & Dougherty
                  P.O. Box 1004
                  Sioux Falls, SD 57101-1004
                  Tel: 605-335-8586

Total Assets: $4,467,589

Total Debts:  $6,670,242

Debtor's 10 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
George Rich                   Subordinated note         $767,172
22 17th Avenue SW
Aberdeen, SD 57401

Clarence Vilhauer             Subordinated note         $423,928
2001 Amber Skies Avenue #9
Alamogordo, NM 88310

Bill Meidinger                Subordinated note         $259,154
P.O. Box 1912
Aberdeen, SD 57402-1912

Harold W. Kolb                Subordinated note         $235,044

Douglas Vilhauer              Subordinated note         $227,804

T. Sydney Mortenson           Subordinated note         $223,647

Wilbert Schultz               Subordinated note         $160,676

NUI Telecom, Inc.             Letter of credit          $158,721

World Xchange Corporation     Letter of credit          $150,000

Ervin Marzolf                 Subordinated note         $138,762


ABINGTON FITNESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Abington Fitness & Country Club, Inc.
        300 Meetinghouse Road
        Jenkintown, Pennsylvania 19146

Bankruptcy Case No.: 04-17224

Type of Business: The Debtor provides fitness, aquatics and
                  golf-related services.
                  See http://www.abingtonclub.com/

Chapter 11 Petition Date: May 24, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Eric L. Frank, Esq.
                  DiDonato & Winterhalter, PC
                  1818 Market Street, Suite 3520
                  Philadelphia, PA 19103
                  Tel: 215-564-5597

Total Assets: $666,282

Total Debts:  $1,192,112

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Duffy Management              Loan                      $525,000
c/o Prime Properties
55 East Cheltenham Avenue
Cheltenham, PA 19012

Foxcroft Square Club          Rent                      $100,000
Associates

Michael Feite                 Loan                       $35,000

Kelley Energy Pro-shop        Trade                      $20,000

Unruh Turner Burke & Frees    Legal                      $17,672

PECO                          Trade                       $6,063

Berardelli Pool Service       Trade                       $6,061

Advanta Leasing Services      Trade                       $5,600

Keystone Health Plan East     Trade                       $3,408

Home Depot                    Trade                       $3,227

Golf Cars, Inc.               Trade                       $2,900

Kelley Energy-Club House      Trade                       $2,768

Wet Whistle Abington Club     Trade                       $2,248

Lawn & Golf Supply Co.        Trade                       $2,160

Titleist                      Trade                       $2,090

Comcast Advertising           Trade                       $1,400

Leisure Fitness Equipment     Trade                       $1,393

KSB                           Trade                       $1,056

Callaway Golf                 Trade                         $984

PSW                           Trade                         $912


AEGIS COMMS: Deutsche Bank & DB Advisors Hold 66.6% Equity Stake
----------------------------------------------------------------
Deutsche Bank AG and DB Advisors, L.L.C. beneficially owns
263,303,304 shares of the common stock of Aegis Communications
Group, Inc.  The amount of stock held represents 66.6%
of the outstanding common stock of Aegis Communications Group.  
The entities share the power of voting and disposing of the stock.  
Deutsche Bank AG is organized under the laws of the Federal
Republic of Germany.

On April 21, 2004, the Company issued warrants to purchase
229,329,130 shares of common stock to the London branch of
Deutsche Bank following the satisfaction of certain conditions,
including the increase of the Company's authorized share capital.

On November 5, 2003, Deutsche Bank, acting through its London
branch and DB Advisors, acquired the Aegis' Initial Warrants.
Pursuant to the Purchase Agreement, the Company issued the
Subsequent Warrants to the London branch of Deutsche Bank on April
21, 2004 following the satisfaction of certain conditions,
including the increase of the Company's authorized share capital
and adjustment of the conversion rate for the Company's Series F
Preferred Stock. Based on the 131,915,490 shares of common stock
outstanding as of April 21, 2004, and assuming that the Warrants
are fully exercised, after such exercise Deutsche Bank would
beneficially own approximately 66.6% of the outstanding common
stock. DB Advisors acts as the discretionary investment manager
for Deutsche Bank with respect to the Warrants and, as such,
shares the power to exercise and dispose of such Warrants and the
shares of common stock issuable upon the exercise of the Warrants,
and, upon exercise of the Warrants, would share the power to vote
or direct the vote of the shares of common stock issuable upon
such exercise.

Pursuant to the Purchase Agreement, the Company amended its
Certificate of Incorporation to increase the authorized number of
shares of common stock and amended the Certificate of Designation
of its Series F Preferred Stock to adjust the conversion rate such
that the 23,375 shares of Series F Preferred Stock outstanding
immediately after the date of the Purchase Agreement are
convertible into 46,910,503 shares of common stock as of April 21,
2004.

                     Aegis Profile

Aegis Communications Group, Inc. -- whose March 31, 2004 balance
sheet shows a total shareholders' deficit of $32,306,000 --
is a marketing services company that enables clients to make
customer contact efforts more profitable. Aegis' services are
provided to a blue chip, multinational client portfolio through a
network of client service centers employing approximately 3,700
people and utilizing approximately 4,600 production workstations.
Further information regarding Aegis and its services can be found
on its website at http://www.aegiscomgroup.com/


AESP INC: Intends to Appeal Nasdaq Delisting Determination
----------------------------------------------------------
AESP, Inc. (Nasdaq: AESP) announced that it has received a notice
from the Listing Qualifications unit of the Nasdaq Stock Market
that its common stock is subject to delisting, pending the outcome
of the hearing described below.  

The delisting determination was based on AESP's current non-
compliance with Marketplace Rule 4310(c)(2)(B). The rule requires
that a listed company maintain a minimum stockholders' equity of
$2,500,000, or $35,000,000 in securities market value, or $500,000
in income from continuing operations for the most recent fiscal
year, or for two of the three most recent years.  At March 31,
2004, AESP's stockholders' equity was $1.8 million, and AESP does
not otherwise meet the alternative measures for continued
compliance with the rule.

AESP intends to request an oral hearing before the Nasdaq Listing
Qualifications Panel to appeal this decision and seek continued
listing.  When Nasdaq receives the hearing request, the delisting
of the common stock will be automatically stayed pending the
outcome of the hearing.  The common stock of AESP will continue to
trade on the Nasdaq Small-Cap Market under the symbol "AESP"
pending the outcome of these proceedings. There can be no
assurance that the Listing Qualifications Panel will grant AESP's
request for continued listing. AESP is actively pursuing measures
to regain compliance with the applicable Nasdaq Marketplace Rule.

Slav Stein, AESP's President and CEO, stated: "As we have
previously disclosed, we are actively seeking to raise additional
equity capital to reduce our debt, provide working capital for our
business and for acquisitions in an amount sufficient to increase
our net worth beyond that required for continued listing by the
Nasdaq marketplace rule. We are also currently exploring strategic
options. We intend to appeal the decision of the Nasdaq staff
through the proper channels at the Nasdaq Stock Market, and we
believe that we will present a compelling case to the Listing
Qualifications Panel when our appeal is heard."

As previously reported, the Company commented that in their audit
report on the Company's 2003 financial statements, the Company's
auditors had included an explanatory paragraph in their report
with respect to the Company's ability to continue as a going
concern.

                    About the Company

AESP, Inc. designs, manufactures, markets and distributes network
connectivity products under the brand name Signamax as well as
customized solutions for original equipment manufacturers
worldwide. For additional Company information, visit our websites,
http://www.aesp.com/,http://www.Signamax.comand  
http://www.Signamax.de/


AFTON FOOD: Stockholders' Deficit Tops $18.9 Million at March 31
----------------------------------------------------------------
Afton Food Group Ltd. (TSX-V:AFF) announced their interim results
for the first quarter ending March 31, 2004.

The Company announced gross profit of $1.8 million on total
revenues of $4.6 million. Gross profit improved $541,000 in
comparison to the previous year on revenues that declined $527,000
when comparing the current quarter to the same quarter of the
previous year. The improved gross margin is directly related to
the significant benefits achieved through the restructuring
initiatives that were implemented throughout fiscal 2003.

Earnings for the quarter totaled $7,000 representing an
improvement of $648,000 in comparison to the first quarter of
fiscal 2003. Lower interest costs and amortization expense both
contributed to the earnings improvement realized in the quarter.

In addition to the contribution provided by the restructuring
initiatives, revenues for the quarter were positively impacted by
the opening of new locations in Saskatoon, Saskatchewan and
Penticton, B.C. The master franchise license agreement with
RoadKing, for the Alberta and British Columbia markets was also
completed in the quarter, which was a positive contributor to
franchise revenues.

During the quarter, the Company continued discussions with their
secured lenders regarding covenant deficiencies reported
previously, including arrears of interest and principal payments.
Discussions are continuing with the lenders on alternatives
available to assist in the restructuring of the Company's balance
sheet.

Bruce Smith, President and Chief Financial Officer, commented,
"the 2003 restructuring was a painful process at the time; however
it is for the most part behind us. The savings realized are
apparent in the first quarter results and we expect that 2004
results will continue to reap the benefits of the cost saving
initiatives implemented throughout fiscal 2003."

At March 31, 2004, Afton Food Group's balance sheet shows a total
stockholders' deficit of $18,954,351 compared to a deficit of
$19,070,106 at December 31, 2003.

                  About Afton Food Group

Afton, through its subsidiaries, is a leading franchisor in the
Quick Service Restaurant industry with locations throughout Canada
operating under two principal brands, 241 Pizzar and Robin's
Donuts.


ALDEAVISION INC: Expects to Complete Recapitalization Plan by June
------------------------------------------------------------------
AldeaVision Inc. (TSX-V: ALD) announces that it intends to
complete by the end of June 2004 the recapitalization plan it
announced earlier this year.

The proposed debt restructuring agreement reached in March 2004
between AldeaVision and Miralta Capital II Inc., acting, on behalf
of 16 beneficial holders of AldeaVision's $4.6 million debenture
due January 14, 2005 and acting as creditor for AldeaVision's
$2 million credit facility, contemplates that:

     (i) the debenture's term will be extended by one year to
         January 14, 2006;

    (ii) $430,000.00 of unpaid interest thereon will be
         capitalized and a further $100,494.72 of unpaid interest
         will be forgiven

   (iii) its conversion price will be lowered from $1.25 per share
         to $0.16 per share; and

    (iv) its forced conversion provision will be modified to allow
         for the forced conversion by AldeaVision if the market
         price of AldeaVision's common shares is at least $0.25
         per share for twenty consecutive trading days.

The debt restructuring agreement also contemplates that credit
facility will be transformed into a convertible debenture in the
principal amount of $2.5 million on identical terms and conditions
as the modified $4.6 million debenture, including a conversion
price of $0.16 per share.

"Once the debt restructuring transaction is completed,
AldeaVision's financial position will be improved and provide a
sound base on which to move forward in the execution of its
business plan" said Lionel Bentolila, President and Chief
Executive Officer of AldeaVision.

The debt restructuring agreement constitutes a related party
transaction under applicable securities regulatory requirements
and AldeaVision intends to rely on an exemption from the valuation
and minority approval requirements available thereunder to issuers
in financial difficulty.

The Board of Directors of AldeaVision including all of its
independent directors unanimously made a determination to the
effect that AldeaVision was in serious financial difficulty and
therefore could avail itself of an exemption from the valuation
and minority approval requirements provided under Ontario
Securities Commission Rule 61-501 and the Autorit‚ des march‚s
financiers Policy Statement Q-27 in connection with the proposed
debt restructuring.

The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.

                    About AldeaVision

Montreal-based AldeaVision Inc. is an innovative provider of
broadcast quality video networking services and solutions for the
television, film and media industries. The AldeaVision Global
Video Network uses digital facilities over broadband fiber
networks and is designed to provide seamless end-to-end broadcast
digital video connections among broadcasters, content producers,
post-production and media companies. AldeaVision services are
available in Miami, New York, Washington D.C., Los Angeles,
Toronto, Montreal, Mexico City, Lima, Peru and Caracas, Venezuela.


AMERICANA PUBLISHING: Demands Berlin Stock Exchange Delisting ASAP
------------------------------------------------------------------
Americana Publishing, Inc. (OTC Bulletin Board: APBH) said it has
instructed its SEC counsel to take whatever steps are necessary to
be immediately delisted from the Berlin Stock Exchange.  The
Company said it was aware of an organized effort to fraudulently
list U.S. privately traded companies and has been closely
monitoring the situation.  Americana Chairman and CEO, George
Lovato, said the Company was notified Friday morning of the
listing.

"Unfortunately we, along with more than 200 U.S. publicly traded
companies, are a victim of an organized effort by domestic and
foreign brokers to circumvent the recent National Association of
Securities Dealers (NASD) and Securities Exchange Commission (SEC)
restrictions against so-called naked short selling," said Lovato.
"Obviously we are outraged that we could be listed on an exchange
without our consent or authorization.  To protect our valued
shareholders, I have instructed our SEC counsel to take whatever
steps are necessary to be immediately delisted from the Berlin
Exchange."

Lovato said that anyone interested in purchasing shares of
Americana Publishing, Inc. should do so only from the Nasdaq Over
The Counter Bulletin Board (OTCBB) under the symbol APBH.

              About Americana Publishing, Inc.

Americana Publishing, Inc. is a vertically integrated multimedia
publishing company whose primary business is publishing and
selling audio books, print books and electronic books in a variety
of genres. Sales of its products are conducted through the
Internet as well as through a distribution network of more than
35,000 retail stores, libraries and truck stops.

                        *   *   *

               GOING CONCERN UNCERTAINTY

In its Form 10-KSB for the fiscal year ended December 31, 2003,
Americana Publishing, Inc. states:
             
"Our financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
During the years ended December 31, 2003 and 2002, we incurred
losses of $2,520,972 and $2,615,518, respectively. In addition, as
of December 31, 2003, our total current liabilities exceeded our
total current assets by $2,895,438, and our shareholders' deficit
was $2,525,828. These factors, among others, raise substantial
doubt about our ability to continue as a going concern."


AMERICAN WAY: Case Summary & 42 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: American Way Investments Corporation
             3379 Main Street, State Route 46
             Mineral Ridge, Ohio 44440

Bankruptcy Case No.: 04-42629

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Freedom Leasing, Inc.                      04-42630
      Glenn View Manor, Inc.                     04-42631
      Glenn View Land Company, Inc.              04-42632
      Glenn View Village, Inc.                   04-42633
      Omega Farms, Inc.                          04-42634

Type of Business: The Debtor is the holding company of its
                  subsidiaries, owning and operating a nursing
                  home and assisted living facility.

Chapter 11 Petition Date: May 27, 2004

Court: Northern District of Ohio (Youngstown)

Judge: William T. Bodoh

Debtors' Counsel: Joseph F. Hutchinson, Jr., Esq.
                  Brouse McDowell
                  1001 Lakeside Avenue, Suite 1600
                  Cleveland, OH 44114
                  Tel: 216-830-6830
                  Fax: 216-830-6807

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
American Way Investments    $100,000-$500,000   $1 M to $10 M
Corporation
Freedom Leasing, Inc.       $1 M to $10 M       $1 M to $10 M
Glenn View Manor, Inc.      $1 M to $10 M       $1 M to $10 M
Glenn View Land Company,    $1 M to $10 M       $1 M to $10 M
Inc.
Glenn View Village, Inc.    $0 to $50,000       $1 M to $10 M
Omega Farms, Inc.           $100,000-$500,000   $1 M to $10 M

A. American Way Investment's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ohio Department of Taxation   Franchise Tax               $3,162

American Express                                         Unknown

B. Glenn View Manor, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $908,340
Collection Div- Insolvency Group
P.O. Box 99183
Cleveland, Ohio 44199

Attorney General of Ohio                   $608,073
101 East Town Street
Columbus, OH 43215-5148

Smart Healthcare Service Corp.             $604,046
8180 Corporate Park Drive #200
Cincinnati, OH 45242

Lo Med Prescription                        $148,246

Damon Industries                            $72,430

Nicola Gudbranson & Cooper                  $71,030

St. Elizabeth's Health Center               $49,780

CMS Therapies                               $48,448

Northern Haserot                            $28,574

Ameritech                                   $28,083

Decubiti Concepts                           $27,180

WKBN TV                                     $23,155

American Express                            $18,409

Sniderman Bros. Inc.                        $17,486

Reminger & Reminger                         $16,545

Trade Masters Medical                       $16,073

First USA Bank, NA                          $14,368

Geoffrey E. Webster, Esq.                   $14,090

Druzak Medical Inc.                         $11,593

WFMJ-TV                                     $10,720

C. Glenn View Land Company's 13 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Hood, Edward C.                             $20,000

First USA Bank, NA                          $12,128

AUL                                          $3,750

Dominion East Ohio                           $1,350

Trumbull Co. Water & Sewer                   $1,054

Hobart Service                                 $624

Farmers National Bank                          $478

Imperial Premium Finance, Inc.                 $304

Sarko's Trumbull Chem-Dry                      $286

City of Niles                                  $280

Ameritech                                       $89

J & L Comm Service                              $37

Ohio Edison                                     $20

D. Glenn View Village, Inc.'s 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Damon Industries                             $4,602

Freedom Leasing, Inc.                        $4,302

Trumbull Co. Water & Sewer                     $353

Medical Mutual of Ohio                         $287

Lo Med Prescription                             $68

E. Omega Farms, Inc.'s 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Trumbull County Treasurer                    $3,311

Ohio Edison                                    $550


AURORA: ACE Insurance Presses for Administrative Expense Payment
----------------------------------------------------------------
ACE American Insurance Company and Pacific Employers Insurance
Company, Inc., members of the ACE group of companies, issued a
number of insurance policies to the Aurora Foods, Inc. Debtors
since September 30, 2000, including workers compensation,
automobile, general liability, and excess commercial liability
insurance.

Recently, ACE issued various workers compensation and general
liability insurance policies on the Debtors' behalf for the term
October 31, 2003 through March 30, 2004.  These insurance
policies are:

Coverage Type           Policy No.    Issuer      Policy Term
-------------           ---------     ------      -----------
Business Auto         CAL H07959394   Pacific   10/31/01-10/31/02
                      CAL H07932042   Pacific   09/30/00-09/30/01
Excess Commercial
General Liability     XSL G20588792   ACE       10/31/03-04/30/04
                      XSL G20588299   ACE       10/31/02-10/31/03
                      XSL G20557035   ACE       10/31/01-30/31/02

Workers Compensation  SCF C43960866   ACE       10/31/01-04/30/04
                      WLR C43960908   ACE       10/31/03-04/30/04
                      WLR C42992549   Pacific   10/31/02-10/31/03
                      SCF C42992501   Pacific   10/31/02-10/31/03
                      WLR C43002478   Pacific   10/31/01-10/31/02
                      SCF C43003379   Pacific   10/31/01-10/31/02
                      WLR C43002296   Pacific   09/30/01-10/31/01
                      SCF C43003367   Pacific   09/30/01-10/31/01
                      SCF C43003355   Pacific   09/30/00-09/30/01
                      WLR C4298212A   Pacific   09/30/00-09/30/01

General Liability     OGL G19902912   Pacific   09/30/00-09/30/01

From October 2003 through March 2004, ACE and the Debtors entered
into program agreements with respect to the insurance policies.  

Michael L. Vild, Esq., at The Bayard Firm, in Wilmington,
Delaware, relates that the Debtors have continuing obligations
under the Policies and Program Agreements, including obligations
to pay premiums, taxes, surcharges, etc., for the insurance
coverage, as well as for their share of the paid losses, claims
administration fees and other expenses for claims arising out of
occurrences covered under the policies.  The Debtors are also
required to:

   (1) notify the Insurers of claims;

   (2) provide access to files and information; and

   (3) participate and cooperate in the investigation and
       defense of claims.  

The Debtors are also required to provide security in the form of
bonds and letters of credit to secure all of their payment
obligations.

Based on the nature of the claims arising out of occurrences
covered under the policies, the Debtors' obligations under the
Policies and Program Agreements can continue for years.  Thus,
Mr. Vild notes, the full extent of the Debtors' obligations to
the Insurers under the Policies and Program Agreements is
currently not known, and will not be known until all the claims
arising out of covered occurrences are resolved.

Pursuant to the First Day Orders, the Debtors were authorized to
continue paying all prepetition workers compensation obligations.
The Debtors continued to perform their obligations under the
workers compensation policies issued by the Insurers for claims
arising out of prepetition occurrences.  In addition, the Debtors
obligated themselves to satisfy the obligations as unimpaired
unsecured claims pursuant to the Plan.  Accordingly, based on
both the Employee Obligations Order and the Plan, the Debtors are
authorized and required to continue to meet all of their
obligations under the Policies and Program Agreements.

In effect, Mr. Vild asserts, the Debtors' obligations to the
Insurers under the Policies and Program Agreements as to the
claims arising out of postpetition occurrences are necessary
costs and expenses of preserving the Debtors' estates under
Section 503 of the Bankruptcy Code, and are entitled to treatment
as ordinary business expenses or administrative expenses.  
Pursuant to the Plan, those obligations should be paid in full.

The ultimate amount of the Debtors' obligations under the
Policies and Program Agreements is currently unliquidated and may
continue to be unliquidated for several years.  The bar date for
filing requests for payment of administrative expense claims
expired on May 3, 2004.  Accordingly, ACE seeks to preserve and
protect its right to receive payment from the Debtors for all of
their obligations under the Policies and Program Agreements.

Hence, ACE asks the Court to direct the Debtors to pay it an
amount to be determined based on the Debtors' obligations under
the Policies and Program Agreements related to claims arising out
of postpetition occurrences.

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)   


AVADO BRANDS: Wants to Tap DJM Asset as Real Estate Consultants
---------------------------------------------------------------
Avado Brands, Inc., wants approval from the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division in their
application to employ DJM Asset Management, LLC as their real
estate consultants.

DJM Assets will:

   a. provide Owned Property1 valuations and "desktop"
      valuations of leases;

   b. negotiate for the benefit of the Debtors rent reductions
      and modifications with respect to Debtors leased
      properties;

   c. negotiate for the benefit of the Debtors waivers or
      reductions of pre-petition cure claims and Bankruptcy Code
      Section 502(b)(6) claims with respect to leased
      properties;

   d. develop, design, and implement a marketing plan for the
      properties and negotiate for the benefit of the Debtors
      the sale, lease or other disposition of Owned Properties
      and the termination, assignment, sublease or other
      disposition of leases;

   e. coordinate and organize the biding procedures and the sale       
      process for the purpose of maximizing the attendance of
      interested bidders for the properties;

   f. provide weekly progress reports to the Debtors; and

   g. advise the Debtors generally regarding the real property
      assets.

Andrew B. Graiser reports that his firm will be compensated with:

   a) 4% of the Gross Proceeds in Lease Dispositions;

   b) 3% of the Gross Proceeds of the Sale or Lease of Owned
      Properties;

   c) 5% of the total amount of Reduction in Bankruptcy Claims;

   d) 4% of the present value, using a 6% discount factor, in
      Rent reductions and other Lease modifications:

   e) Valuation Services:
      $400 per Lease,
      $750 per Owned Property; and

   f) $250 per hour for additional consulting services.

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


AZTAR CORP: 8-7/8% Sr. Note Tender Offer Extended Till Tomorrow
---------------------------------------------------------------
Aztar Corporation (NYSE: AZR) announced that it has extended the
expiration date of its previously announced tender offer and
consent solicitation for all of its 8 - 7/8% Senior Subordinated
Notes due 2007 (CUSIP# 054802AD5).  The Offer, previously set to
expire at 5:00 p.m., New York City time, on Friday, May 28, 2004,
will now expire at 9:00 a.m., New York City time, on Wednesday,
June 2, 2004, unless further extended or earlier terminated.

Holders who validly tender their Notes prior to the new expiration
date will receive the tender offer consideration of $1,003.33 per
$1,000 principal amount of Notes, plus accrued and unpaid interest
(if such notes are accepted for purchase).  The Offer is expected
to be consummated promptly on or after the expiration date.

Except for the extension described above, all other terms and
conditions of the Offer remain unchanged.  A total of
approximately $191.8 million in aggregate principal amount of
Notes has been tendered to date.  Tendered Notes may no longer be
withdrawn.

The Company intends to close the Offer on June 2, 2004, subject to
the satisfaction of certain conditions, including the Company
obtaining satisfactory financing as well as other general
conditions, which are further detailed in the Offer to Purchase.  
Copies of the Offer to Purchase may be obtained from the
Information Agent for the Offer, Global Bondholder Services
Corporation, at (866) 470-3800 (US toll-free) and (212) 430-3774
(collect).

The Company has engaged Banc of America Securities LLC to act as
exclusive dealer manager and solicitation agent in connection with
the Offer.  Questions regarding the Offer may be directed to Banc
of America Securities LLC High Yield Special Products at (888)
292-0070 (U.S. toll-free) or (212) 847-5834 (collect).

                         *   *   *

As reported in the Troubled Company Reporter's May 27, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Aztar Corp.'s proposed $250 million senior subordinated
notes due 2014.

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

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

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


BEAR STEARNS: S&P Rates $150MM Series 2004-ESA Class J at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Inc.'s
$1.95 billion commercial mortgage pass-through certificates series
2004-ESA.
     
The preliminary ratings are based on information as of May 28,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the historical and projected
performance of the underlying collateral, the experience and
financial strength of the sponsors and management company, the
liquidity provided by the trustee, the terms of the loan, and the
transaction structure. Standard & Poor's determined that the
senior loan has a debt service coverage of 1.29x on an assumed
10.50% refinance constant, and a beginning and ending LTV of
75.8%. These statistics are based on the senior participation of
the first mortgage and do not reflect the impact of the junior
participation, which is held outside of the trust, or the
mezzanine financing.
     
Portions of the class A-1 and A-2 certificates equal to
approximately $252 million and $48 million, respectively, are
being swapped to euro-denominated certificates pursuant a euro
swap. The euro-denominated certificates will represent class A-1E
(with a preliminary amount of $252 million) and class A-2E (with a
preliminary amount of $48 million).

                   Preliminary Ratings Assigned
           Bear Stearns Commercial Mortgage Securities Inc.
   
            Class              Rating        Amount ($)
            A-1                AAA          502,000,000
            A-2                AAA          632,500,000
            A-3                AAA          103,500,000
            X-1*               AAA      1,800,000,000**
            X-2*               AAA      1,134,500,000**
            B                  AA+           80,000,000
            C                  AA            96,000,000
            D                  A+           129,000,000
            E                  A             64,000,000
            F                  A-            43,000,000
            G                  BBB+          43,000,000
            H                  BBB           43,000,000
            J                  BBB-          64,000,000
            K                  BB+          150,000,000
            *Interest-only class. **Notional amount.


BLARNEY STONE PERSONAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Blarney Stone Personal Care, Inc.
        c/o James M. Edwards
        P.O. Box 266
        Nanty Glo, Pennsylvania 15943

Bankruptcy Case No.: 04-26798

Chapter 11 Petition Date: May 21, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsel: James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: 814-536-0735
                  Fax: 814-539-1423

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.


BOYD GAMING: Obtains Consents to Amend Coast Hotels' 9.5% Sr Notes
------------------------------------------------------------------
Boyd Gaming Corporation, in connection with its proposed
acquisition of Coast Casinos, Inc., announced that it has received
the requisite consents necessary to adopt certain amendments to
the indenture governing Coast Hotels and Casinos, Inc.'s 9.50%
Senior Subordinated Notes due 2009 pursuant to its previously
announced offer to purchase and consent solicitation for the
Notes. Pursuant to the Merger, CCI will be merged with and into,
and will become, a wholly owned subsidiary of Boyd Gaming. The
Merger is expected to close in mid-2004, subject to the receipt of
various regulatory and other approvals.

As of 5:00 P.M. (New York City time) on May 27, 2004, holders of
$300.5 million, or approximately 92.5%, aggregate principal amount
of the outstanding Notes have delivered valid tenders and consents
pursuant to the Tender Offer. Adoption of the amendments required
the consent of holders of at least a majority of the aggregate
principal amount of the outstanding Notes under the indenture. The
amendments will eliminate substantially all of the restrictive
covenants and certain events of default in the indenture governing
the Notes.

Although the supplemental indenture adopting the amendments has
been executed and is effective, the provisions of the supplemental
indenture will not become operative until Boyd Gaming accepts for
payment Notes tendered pursuant to the Tender Offer, which will
occur on the same date that the Merger is consummated. Once the
provisions of the supplemental indenture become operative, they
will be binding upon the holders of the Notes, including those not
tendered into the Tender Offer.

The Tender Offer is scheduled to expire at 9:00 a.m., New York
City time, on June 16, 2004, unless extended or earlier
terminated. The settlement date for Notes accepted for purchase by
Boyd Gaming in the Tender Offer will be promptly after the
Expiration Date. The Tender Offer is subject to the satisfaction
of certain conditions, including the satisfaction of certain
conditions to consummate the Merger, the effectiveness of Boyd
Gaming's new credit facility which will be used in part to finance
the Tender Offer and other general conditions.

Boyd Gaming has engaged Banc of America Securities LLC and
Deutsche Bank Securities Inc. to act as joint dealer managers and
solicitation agents in connection with the Tender Offer and the
Consent Solicitation. Questions regarding the Tender Offer may be
directed to Banc of America Securities LLC, High Yield Special
Products, at 888-292-0070 (US toll-free) and 704-388-4813
(collect) or Deutsche Bank Securities Inc., High Yield Capital
Markets, at 800-553-2826 (US toll-free) and 212-250-4270
(collect).

                About Boyd Gaming Corporation

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is
a leading diversified owner and operator of 14 gaming
entertainment properties located in Nevada, New Jersey,
Mississippi, Illinois, Indiana and Louisiana. Boyd Gaming press
releases are available at http://www.prnewswire.com/Additional  
news and information on Boyd Gaming can be found at
http://www.boydgaming.com/

As reported in the Troubled Company Reporter's April 15, 2004
edition, Standard & Poor's Ratings Services lowered its senior
secured debt rating on casino operator Boyd Gaming Corp. to 'BB'
from 'BB+'. Concurrently, the 'BB-' senior unsecured debt rating
on Boyd was affirmed. Both ratings were removed from CreditWatch
where they were placed on Feb. 10, 2004.

"The lower rating on the senior secured debt reflects Standard &
Poor's expectation that these creditors would not be in a position
to fully recover principal in the event of default, given the
significant amount of secured debt that will exist in the capital
structure," said Standard & Poor's credit analyst Michael Scerbo.


CALPINE CORP: Signs 25-Year Sale Agreement with Dow Chemical
------------------------------------------------------------
Calpine Corporation (NYSE: CPN) signed a 25-year agreement on May
25 with The Dow Chemical Company, Midland, Mich., for the sale of
up to 200 megawatts of electricity and 1 million pounds per hour
of steam to Dow's Freeport, Texas, facility.

Under the agreement, Calpine will develop a modern, 250-megawatt,
natural gas-fired cogeneration facility that will be constructed
in phases and will begin the delivery of steam in 2005 and achieve
fully operational status in 2006. The proposed facility will use
one of Calpine's existing F-class gas turbines, a steam turbine
and four boilers to ensure reliability. Calpine expects to utilize
project financing for the majority of the capital costs. A portion
of Calpine's equity in the project will be through the use of the
natural gas combustion turbine from its existing inventory.
Construction is expected to begin in June 2004.

"We are very pleased to be entering into our third project with
Dow and further extending our mutually beneficial business
relationship," said Calpine Marketing and Sales Vice President
Peter Gross. "Calpine appreciates the opportunity to be part of
Dow's focus on reducing its energy costs while enhancing
operations through more efficient and reliable power and steam
generation," Gross added, noting, "Securing such long-term
agreements with large industrial customers has served as the
foundation for our presence in Texas."
    
The Dow Chemical Company is a leading science and technology
company that provides innovative chemical, plastic and
agricultural products and services to customers in more than 180
countries.
    
"We are very pleased with the efficiency improvement and
flexibility that this plant will bring to Dow in Freeport as well
as the continued good relationship with Calpine Corporation," said
Bill Jewell, Dow's Business Vice President for Energy.
    
Calpine's plant at Dow's Freeport facility will be Calpine's 12th
power plant in Texas, where Calpine is the largest independent
power producer. With the Freeport facility, Calpine will own or
lease eight cogeneration plants in Texas.

                      About Calpine

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing  
electric power to customers from clean, efficient, natural gas-
fired and geothermal power facilities. The company generates power  
at plants it owns or leases in 21 states in the United States,  
three provinces in Canada and in the United Kingdom. Calpine is  
also the world's largest producer of renewable geothermal energy,  
and owns or controls approximately one trillion cubic feet  
equivalent of proved natural gas reserves in the United States and  
Canada. For more information about Calpine, visit  
http://www.calpine.com/


CELTRON INTERNATIONAL: Former Auditors Express Going Concern Doubt
------------------------------------------------------------------
Celtron International, Inc. has obtained a new independent
accountant due to its former independent accountant's resignation.
The new independent accountant is Cordovano and Honeck, P.C., 201
Steele Street, Suite 300, Denver, Colorado 80206; (303) 329-0220.
The appointment of the new accountant was recommended by the
Company's audit committee. Discussions were held with the new
accountant prior to its appointment to assure the Company that the
accountant would comply with all applicable audit procedures.

The prior independent accountant's report on the financial
statements for the Company over the past two years included an
opinion that, due to the Company's lack of revenue producing
assets and history of losses, there is doubt about Celtron's
ability to continue as a going concern.


CENTERPOINT: Texas Genco Opts to Increase STP Nuclear Plant Stake
-----------------------------------------------------------------
The Board of Directors of Texas Genco Holdings, Inc. (NYSE: TGN),
a majority-owned subsidiary of CenterPoint Energy, Inc. (NYSE:
CNP), voted to exercise its right of first refusal to purchase up
to the entire 25.2 percent interest in the South Texas Project
Electric Generating Station (STP) that is currently owned by
American Electric Power (AEP).

In addition to AEP, the 2,500 megawatt nuclear plant is owned by
Texas Genco (30.8 percent), City Public Service of San Antonio
(CPS) (28 percent) and Austin Energy (16 percent).

AEP had previously announced that it had received an offer of
$333 million, subject to certain adjustments, to purchase its 630
megawatt interest.  Under the STP Participation Agreement, co-
owners wishing to acquire AEP's interest are entitled to do so at
the proposed sale price.

Austin Energy indicated that it will not exercise its right of
first refusal, while CPS indicated that it intends to purchase at
least 12 percent or 300 megawatts.  Accordingly, Texas Genco
should be entitled to purchase a 13.2 percent interest or 330
megawatts from AEP.

                      About the Company

Texas Genco Holdings, Inc., based in Houston, Texas, is one of the
largest wholesale electric power generating companies in the
United States with over 14,000 megawatts of generation capacity,
of which approximately 2,500 megawatts are currently in mothball
status.  It sells electric generation capacity, energy and
ancillary services in one of the nation's largest power markets,
the Electric Reliability Council of Texas (ERCOT).

Texas Genco has one of the most diversified generation portfolios
in Texas, using natural gas, oil, coal, lignite, and uranium
fuels.  The company owns and operates 60 generating units at 11
electric power-generating facilities and owns a 30.8 percent
interest in a nuclear generating plant.  Texas Genco currently is
a majority-owned subsidiary of CenterPoint Energy, Inc.  For more
information, visit our web site at http://www.txgenco.com/

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas, of which nearly 3,000 megawatts are currently in mothball
status.  The company serves nearly five million customers
primarily in Arkansas, Louisiana, Minnesota, Mississippi,
Oklahoma, and Texas.  Assets total $21 billion.  With more than
11,000 employees, CenterPoint Energy and its predecessor companies
have been in business for more than 130 years.  Visit
http://www.CenterPointEnergy.com/for more information.


CHAMPIONLYTE: Wants Immediate Delisting from Berlin Stock Exchange
------------------------------------------------------------------
ChampionLyte Holdings, Inc. (OTC Bulletin Board: CPLY) announced
that to protect is shareholders, it has sent a demand letter to
the Berlin Stock Exchange demanding immediate delisting.  The
Company said its stock was listed on the Exchange without any
prior knowledge, consent or authorization.

The listings, which include more than 200 U.S. publicly traded
companies, appear to be part of an organized effort by domestic
and foreign brokers to circumvent the recent National Association
of Securities Dealers (NASD) and Securities Exchange Commission
(SEC) restrictions against "naked short selling."

"As soon as we learned of this fraudulent listing, we notified our
SEC counsel to proceed with whatever steps are necessary to delist
our stock from the Berlin Exchange," said David Goldberg,
president of ChampionLyte Holdings, Inc.  "This is an egregious
act against our company and its shareholders which we will not
tolerate."

             About ChampionLyte Holdings, Inc.

ChampionLyte Holdings, Inc. -- whose March 31, 2004 balance sheet
shows a total stockholders' deficit of $1,787,854 -- is a fully
reporting public company whose shares are quoted on the OTC
Bulletin Board under the trading symbol CPLY. Its recently formed
beverage division, ChampionLyte Beverages, Inc., a Florida
corporation, manufactures, markets and sells ChampionLyte(R), the
first completely sugar-free entry into the multi-billion dollar
isotonic sports drink market.  Its The Old Fashioned Syrup Company
subsidiary manufactures, distributes and markets three flavors of
sugar-free syrups. The products are sold in more than 20,000
retail outlets including some of the nation's largest supermarket
chains.


CHEMED CORP: S&P Assigns B+ Corp Rating & Says Outlook is Negative
------------------------------------------------------------------
Standard & Poor's Ratings  Services assigned its 'B+' corporate
credit rating to Cincinnati, Ohio-based hospice, plumbing, and
drain cleaning services provider Chemed Corporation (formerly
Roto-Rooter, Inc.).

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating to Chemed's $110 million floating rate notes
maturing on Feb. 24, 2010, and assigned its 'B-' senior unsecured
debt rating to the company's $150 million senior notes maturing on
Feb. 24, 2011. The outlook is negative.

Proceeds from the new debt, along with $31 million of on-hand
cash, $100 million of new equity, and $75 million from the
company's senior secured credit facilities (Standard & Poor's does
not rate the senior secured credit facilities), were used to
acquire 63% of Vitas Healthcare Corp. Vitas is a Miami, Fla.-based
hospice care provider in which Chemed had already owned a 37%
interest prior to this transaction. The funds were also used to
repay the existing debt of Vitas and Chemed and pay for related
expenses. Shortly after the transaction, Chemed had about $320
million of debt outstanding.

"The low speculative-grade ratings on Chemed reflect the company's
flat to declining plumbing, drain cleaning, and heating and air
conditioning business, its limited experience functioning as a
combined entity, its exposure to third-party reimbursement, and
the integration risks associated with its future acquisition
strategy," said Standard & Poor's credit analyst Jesse Juliano.
"These concerns are partially offset by the company's industry
leading positions in its two businesses, the positive near- and
long-term growth potential in the hospice industry, and its
ability to generate significant operating cash flows."
     
Chemed is the industry leader in two disparate business segments:
hospice care services and plumbing and drain cleaning.


CMS ENERGY: Shareholders Elect Board Members & Approve 4 Proposals
------------------------------------------------------------------
CMS Energy (NYSE: CMS) shareholders reelected 10 incumbents and
one new member to the Company's Board of Directors at May 28's
annual shareholders meeting.  The incumbents reelected
are:

   *  Kenneth Whipple, chairman and chief executive officer of
      CMS Energy and its principal subsidiary, Consumers Energy.  
      Whipple is a former executive vice president, Ford Motor
      Company, and former president, Ford Financial Services
      Group, Dearborn, Mich.

   *  Earl D. Holton, vice chairman of Grand Rapids, Mich.-based
      Meijer, Inc., operator of food and general merchandise
      centers.

   *  David W. Joos, president and chief operating officer of CMS
      Energy and Consumers Energy.

   *  Michael T. Monahan, president of Monahan Enterprises,
      L.L.C., a Michigan-based consulting firm, former chairman of
      Munder Capital Management, and former president of Comerica,
      Inc., and Comerica Bank.

   *  Joseph F. Paquette Jr., former chairman and chief executive
      officer of PECO Energy, formerly the Philadelphia Electric
      Company.

   *  William U. Parfet, chairman and chief executive officer of
      MPI Research, of Mattawan, Mich., a research laboratory
      conducting risk assessment toxicology studies.

   *  Percy A. Pierre, professor of electrical engineering,
      Michigan State University, East Lansing, Mich.

   *  S. Kinnie Smith Jr., vice chairman and general counsel of
      CMS Energy.

   *  Kenneth L. Way, former chairman of the board and chief
      executive officer of Lear Corporation, a Southfield, Mich.-
      based supplier of interior systems to the automotive
      industry.

   *  John B. Yasinsky, former chairman and chief executive
      officer, OMNOVA Solutions, Inc., of Fairlawn, Ohio, a
      developer, manufacturer, and marketer of emulsion polymers,
      specialty chemicals, and building products.

The new director is:

   *  Merribel S. Ayres, president of Lighthouse Energy Group,
      L.L.C., of Washington, D.C.  Ayres founded the firm, which
      provides governmental affairs and communications expertise,
      as well as management consulting and business development
      services, to domestic and international clients focused on
      energy and environmental matters.  She also has served as
      chief executive officer of the National Independent Energy
      Producers.

The shareholders also approved the four proposals recommended by
management and described in the proxy materials.  Those were:

   *  Ratifying Ernst & Young, L.L.P., as the Company's
      independent auditors for 2004

   *  Amending the Performance Incentive Stock Plan

   *  Retaining the Company's income tax deductibility for
      incentive compensation

   *  Amending CMS Energy's articles of incorporation to increase
      the amount of authorized common stock to 350 million shares.

                   About the Company

CMS Energy (Fitch, B- Preferred Share Rating, Stable Outlook) is
an integrated energy company, which has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

For more information on CMS Energy, visit its Web site at
http://www.cmsenergy.com/


CMS ENERGY: Utility Unit Declares Quarterly Preferred Dividends
---------------------------------------------------------------
The Board of Directors of Consumers Energy, the principal
subsidiary of CMS Energy (NYSE: CMS), has declared regular
quarterly dividends on both series of the Company's preferred
stock.  The following dividends are payable July 1, 2004, to
shareholders of record June 8, 2004:  $1.04 per share on the $4.16
stock, and $1.125 per share on the $4.50 stock.
    
Distributions on the 8.36 percent Trust Originated Preferred
Security (TOPrS) are payable June 30, 2004, in the amount of
$0.5225 per preferred security, to holders of record on June 29,
2004.  Similarly, distributions are payable June 30, 2004, on the
8.20 percent TOPrS in the amount of $0.5125 per preferred
security, $0.578125 on the 9.25 percent TOPrS, and $0.5625 on the
9 percent Trust Preferred Securities.  These distributions are for
holders of record June 29, 2004.  The Company will pay to the
Trustees interest on related debentures to cover such
distributions.
    
Also, a dividend on the Quarterly Income Preferred Securities
(QUIPS) is payable on July 15, 2004, in the amount of $0.96875 per
security to holders of record on June 30, 2004.  CMS Energy will
pay to the Trustee interest on related debentures to cover such
dividend.

                   About the Company

CMS Energy (Fitch, B- Preferred Share Rating, Stable Outlook) is
an integrated energy company, which has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

For more information on CMS Energy, visit its Web site at
http://www.cmsenergy.com/
    

CSG SYSTEMS: S&P Rates $200 Mil. Senior Subordinated Debt at B
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
rating to Englewood, Colo.-based CSG Systems Inc.'s $200 million
senior subordinated convertible contingent debt securities.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating with a stable outlook. The proceeds of this issue,
along with a portion of cash on the balance sheet, will be used to
refinance approximately $199 million in senior secured bank debt
and to repurchase up to $40 million of CSG's common stock.
     
"The ratings reflect the company's concentrated customer base in a
highly competitive market, partially offset by CSG's recurring
revenue base and moderate, but predictable, earnings and cash
flow," said Standard & Poor's credit analyst Ben Bubeck.
     
CSG provides billing solutions for converging communications
markets, including cable television, direct broadcast satellite,
telephony, and on-line services, through a combination of both
outsourced and licensed formats. Pro forma for the issuance of the
senior subordinated securities, the company had operating lease-
adjusted total debt of approximately $277 million as of March
2004.

CSG competes in a highly competitive market in which the company
remains vulnerable to substantially larger competitors, although
the company can defend its market positions over the intermediate
term because of contractual customer relationships and high
switching costs. In addition to a recently negotiated new five-
year deal with Comcast, its largest customer, CSG also recently
extended contracts with Echostar and Cox Communications. Customer
concentrations are high, however, as CSG's two largest customers
represent about one-third of its revenue base.

Following the refinancing of its bank facility, debt maturities
are essentially eliminated until 2011, at which point the
convertible subordinated notes are puttable. CSG has no major
contract renewals through 2006, which supports expectations for
relatively stable revenue and cash flow generation over the near
to intermediate term.


CWMBS INC: Fitch Rates Series 2004-J5 Classes B-3 & B-4 at BB/B
---------------------------------------------------------------
CWMBS, Inc.'s $155.8 million mortgage pass-through certificates
series 2004-J5, CHL Mortgage Pass-Through Trust 2004-J5 classes A-
1 through A-6, X, PO and A-R (senior certificates) are rated 'AAA'
by Fitch Ratings.

In addition, class M ($2,000,000) is rated 'AA', class B-1
($880,000) is rated 'A', class B-2 ($480,000) is rated 'BBB',
privately offered class B-3 ($320,000) is rated 'BB', and
privately offered class B-4 ($160,000) is rated 'B' by Fitch
Ratings.

The 'AAA' rating on the senior certificates reflects the 2.60%
subordination provided by the 1.25% class M, the 0.55% class B-1,
the 0.30% class B-2, the 0.20% class B-3, the 0.10% class B-4, and
the 0.20% class B-5 (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 master servicing capabilities of
Countrywide Home Loans Servicing LP (Countrywide Servicing), a
direct wholly owned subsidiary of Countrywide Home Loans, Inc.
(CHL). Countrywide Servicing is rated an 'RMS2+' for master
servicing and 'RPS1' for primary servicing by Fitch.

The senior certificates are collateralized primarily by a pool of
conventional, fully amortizing, mostly 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties. As of the cut-off date (May 1, 2004), the
aggregate pool balance totaled $129,050,296. Additional loans
totaling $30,949,703 will be acquired from closing through June
2004. If loans are not acquired during this period, the amount in
the prefunding account will be used to pay certificate principal.
Of the mortgage loan collateral at closing, the weighted-average
original loan-to-value ratio (OLTV) was 69.01%. Cash-out and
rate/term refinance loans represent 9.00% and 53.10% of the
initial mortgage pool, respectively. Second homes account for
4.70% of the initial pool. The average loan balance is $524,595.
The weighted average FICO credit score is approximately 749. The
three states that represent the largest portion of mortgage loans
are California (38.21%), Ohio (6.54%) and Florida (5.59%).

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

Countrywide Servicing, Fifth Third Mortgage Company and Greenpoint
Mortgage Funding, Inc. will directly service approximately 81.13%,
18.61% and 0.26% of the initial mortgage loans, respectively.

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. For federal income
tax purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits (REMICs). The
Bank of New York will act as Trustee.


CYBERADS INC: Losses & Deficit Trigger Going Concern Doubt
----------------------------------------------------------
CyberAds, Inc., a Florida corporation, was organized on April 12,
2000, under the laws of the State of Florida. CYAD initially
compiled member lists through an Internet-based opt-in e-mail list
found on its website -- http://www.sportsforcash.com/

"Internet-based opt-in e-mail" creates member lists by requiring
website visitors to provide the Company with certain personal
information and consent to receiving e-mails from the company in
order to gain access to its website. The Company's goal was to
sell the member lists to direct marketers seeking to target
promotional campaigns to large groups of people via electronic
mail. The Company initially had the concept of awarding prizes to
attract potential members to its website. However, it terminated
its prize program after determining that the business model was
not profitable. This segment of its operations has been recently
discontinued.

CYAD has not been profitable and has experienced negative cash
flow from operations due to its development stage, substantial on-
going investment in research and development efforts.
Consequently, CYAD has been dependent on the sales of equity to
fund cash requirements.

Timothy L. Steers, CPA, LLC, Portland, Oregon, independent auditor
for the Company, in his Auditors Report dated April 6, 2004, said,
in part: "... the Company had a loss from continuing operations of
$1,201,111 and a working capital deficiency of $2,720,748.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern."


DELTA AIR LINES: Files Registration Statement with SEC
------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced that it has filed a
registration statement on Form S-3 with the Securities and
Exchange Commission relating to its outstanding 2-7/8%
Convertible Senior Notes due 2024, which were originally
issued in a private placement in February 2004.
    
When the SEC declares the registration statement effective, the
holders of the notes will be able to resell the notes and the
common shares issuable upon conversion of those notes. The company
will not receive any of the proceeds from any resale of the notes
or the underlying common stock.
    
The registration statement relating to these securities has been
filed with the SEC but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which the solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws in such state.

                         *   *   *

As reported in the Troubled Company Reporter's May 13, 2004
edition,  Standard & Poor's Ratings Services affirmed its ratings
on Delta Air Lines Inc. (B-/Negative/--) and revised the long-term
rating outlook to negative from stable. Delta disclosed in its
first-quarter 2004 10Q filing with the SEC that failure to secure
needed cost reductions, regain profitability, and maintain access
to the capital markets could force the company to file for
bankruptcy. "The warning makes explicit what previous company
statements had hinted at, and may indicate that Delta believes it
will have to move to the brink of bankruptcy to persuade its
pilots to grant concessions," said Standard & Poor's credit
analyst Philip Baggaley.


DVI INC: Fitch Downgrades Medical Equipment Securitizations
-----------------------------------------------------------
Fitch Ratings takes rating actions on the classes of DVI, Inc.
securities listed below. Additionally, all noted ratings are
removed from Rating Watch Negative. These rating actions affect 55
classes of notes in 9 transactions totaling $1.3 billion in
securities. Many of these classes were placed on Rating Watch
Negative by Fitch on May 20, 2004.
S
Fitch's actions are based on continued loan performance
deterioration as reflected in the servicer reports for the period
ending April 30, 2004. While the rate of defaults has slowed,
actual delinquency rates, particularly later stage delinquencies,
are higher than expected and may result in defaults in excess of
conservative expectations applied by Fitch at the time of Fitch's
March 5, 2004 rating actions. As of the January 2004 reporting
period, total delinquencies averaged approximately 28% and
delinquencies over 90 days averaged approximately 12.0%. As of the
April 2004 reporting period, total delinquencies averaged
approximately 27.4% and delinquencies over 90 days averaged
approximately 15.4%.

Fitch has had discussions with U.S. Bancorp Portfolio Services
(USBPS) which replaced DVI, Inc. as servicer for each of the
securitizations under the terms of each transaction's Contribution
and Servicing Agreements in February 2004. While Fitch
acknowledges the prior experience of USBPS in taking over the
servicing of distressed portfolios, reduced collections efforts by
DVI prior to the servicing transition combined with the volume of
leases that are currently delinquent and in default have
contributed to severe loan performance deterioration. USBPS has
dedicated substantial resources to collections and work out
activities on the portfolios, but Fitch expects that it will be
difficult to realize significant near-term improvements in
performance given the magnitude of loan performance deterioration.

Fitch will continue to closely monitor performance of the
transactions, will have regular contact with USBPS, and may raise,
lower or withdraw ratings as appropriate.

Ratings have been lowered or affirmed as indicated below.

     DVI Receivables VIII, L.L.C., Series 1999-1,
     
        --Class A-5 notes to 'B' from 'BBB';
        --Class B notes to 'CCC' from 'BB';
        --Class C notes to 'CCC' from 'B';
        --Class D notes to 'CCC' from 'B-';
        --Class E notes to 'CC' from 'CCC';.
     
          The Class A-5, B, C and D notes are also removed from
          Rating Watch Negative.

     DVI Receivables X, L.L.C., Series 1999-2,
     all outstanding classes:
     
        --Class A-4 notes to 'CCC' from 'B';
        --Class B notes to 'CCC' from 'B-';
        --Class C notes to 'CC' from 'CCC';
        --Class D notes to 'CC' from 'CCC';
        --Class E notes to 'CC' from 'CCC';
        
          The Class A-4 and B notes are also removed from Rating
          Watch Negative.

     DVI Receivables XI, L.L.C., Series 2000-1,
     
        --Class A-4 notes to 'CCC' from 'B';
        --Class B notes to 'CCC' from 'B-';
        --Class C notes to 'CC' from 'CCC';
        --Class D notes to 'CC' from 'CCC';
        --Class E notes to 'CC' from 'CCC';
     
          The Class A-4 and B notes are also removed from Rating
          Watch Negative.

     DVI Receivables XII, L.L.C., Series 2000-2,
     
        --Class A-4 notes to 'CCC' from 'B-';
        --Class B notes to 'CC' from 'CCC';
        --Class C notes to 'CC' from 'CCC';
        --Class D notes to 'CC' from 'CCC';
        --Class E notes to 'CC' from 'CCC';
     
          The Class A-4 notes are also removed from Rating Watch
          Negative.

     DVI Receivables XIV, L.L.C., Series 2001-1,
     
        --Class A-3 notes to 'CCC' from 'BB';
        --Class A-4 notes to 'CCC' from 'BB-';
        --Class B notes to 'CC' from 'B';
        --Class C notes to 'CC' from 'CCC';
        --Class D notes to 'CC' from 'CCC';
        --Class E notes to 'CC' from 'CCC';
     
          The Class A-3, A-4 and B notes are also removed from
          Rating Watch Negative.

     DVI Receivables XVI, L.L.C., Series 2001-2,
     
        --Class A-3 notes to 'CCC' from 'BB+';
        --Class A-4 notes to 'CCC' from 'BB+';
        --Class B notes to 'CC' from 'BB-';
        --Class C notes to 'CC' from 'B';
        --Class D notes to 'CC' from 'CCC';
        --Class E notes to 'CC' from 'CCC';
     
          The Class A-3, A-4, B and C notes are also removed from
          Rating Watch Negative.

     DVI Receivables XVII, L.L.C., Series 2002-1,
     
        --Class A-3A and A-3B notes are affirmed at 'CCC';
        --Class B notes to 'CC' from 'CCC';
        --Class C notes to 'CC' from 'CCC';
        --Class D notes to 'C' from 'CC';
        --Class E notes to 'C' from 'CC'.
     
     DVI Receivables XVIII, L.L.C., Series 2002-2,
     
        --Class A-3A and A-3B notes to 'CCC' from 'BB-';
        --Class B notes to 'CC' from 'B-';
        --Class C notes to 'CC' from 'CCC';
        --Class D notes to 'CC' from 'CCC';
        --Class E notes to 'CC' from 'CCC'.
     
          The Class A-3A and A-3B, and B notes are also removed
          from Rating Watch Negative

     DVI Receivables XIX, L.L.C., Series 2003-1,
     all outstanding classes:
     
        --Class A-2A and A-2B notes to 'CCC' from 'B',
        --Class A-3A and A-3B notes to 'CCC' from 'B';
        --Class B notes to 'CC' from 'B-';
        --Class C-1 and C-2 notes to 'CC' from 'CCC';
        --Class D-1 and D-2 notes to 'C' from 'CCC';
        --Class E-1 and E-2 notes to 'C' from 'CCC';
     
          The Class A-2A and A-2B, A-3A and A-3B, and B notes are
          also removed from Rating Watch Negative.


DAN RIVER: Court Grants Final Approval of $145 Million DIP Loan
---------------------------------------------------------------
Dan River Inc. (OTC:DVERQ) reported that the bankruptcy court
granted final approval of its $145 million debtor-in-possession
(DIP) credit facility.

The facility is being provided by a group of lenders led by
Deutsche Bank Trust Company Americas. The Company had received
interim approval of the DIP facility pursuant to a "first day
order" approved by the bankruptcy court on April 1, 2004. Dan
River filed a voluntary petition to restructure under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Georgia on March 31, 2004.

The DIP financing, combined with the Company's cash from
operations, is expected to provide funding for the Company's
operations during the Chapter 11 process, and will expire on March
31, 2005. The Company is in compliance with all of the terms and
conditions of the DIP credit agreement.

"We are pleased that we were able to reach agreement with our
lenders concerning the terms of our final DIP facility," said
Joseph J. Lanier, Jr., Chairman and CEO of Dan River. "Our number
one priority is to continue to supply our customers with the
competitively priced, quality products they rely on from Dan
River. We are pleased that our Chapter 11 filing has not impeded
our ability to provide the excellent service which our customers
expect."

Mr. Lanier continued, "Final approval of our DIP credit facility
allows us to continue to serve our customers and honor our
obligations to our suppliers and to our employees while we
complete our reorganization. I want to express my gratitude for
the on-going support we continue to receive from our loyal
customers, suppliers, licensors and dedicated associates."

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


E.SPIRE: Trustee Wants to Talk to KPMG Partners & Managers
----------------------------------------------------------
Gary Seitz, the Chapter 11 Trustee for E.Spire Communications,
Inc., et al., in his pursuit of claims against the Debtors' former
officers, directors and professions, asks the U.S. Bankruptcy
Court for permission to depose the KPMG Peat Marwick, LLP,
engagement partner, audit partner and any managers who worked on
E.spire's accounting and auditing team between 1998 and 2001.  Mr.
Seitz also wants to put his fingers on every piece of E.spire-
related paper in KPMG's possession.  Judge Venters will review Mr.
Seitz's Rule 2004 Application at a hearing on June 8, 2004.  

E.spire Communications, Inc., is a facilities-based integrated
communications provider, offering traditional local and long
distance internet access throughout the United States.  The
Company filed for chapter 11 protection on March 22, 2001 (Bankr.
Del. Case No. 01-974).  Daniel K. Astin, Esq., at The Bayard Firm,
in Wilmington, Del., and Bijan Amini, Esq., at Storch Amini &
Munves, P.C., in New York City, represent the Chapter 11 Trustee
overseeing E.spire's estate.


EL PASO CORP: Provides Financial and Operational Update
-------------------------------------------------------
El Paso Corporation (NYSE: EP) is providing a progress report on
its long-range plan, financial and operational information for the
fourth quarter of 2003 and first quarter of 2004, and an update on
the status of the filing of the company's 2003 Form 10-K and first
quarter 2004 Form 10-Q.

The financial information provided herein with respect to the
quarter and year ended December 31, 2003 has not been audited, nor
has the financial information for the quarter ended March 31,
2004, been reviewed by its independent auditor. This financial
information remains subject to further review by El Paso and its
independent auditor and, therefore, is subject to change.

"I am pleased to report that El Paso has made meaningful progress
against the three key challenges the market identified in our
long-range plan," said Doug Foshee, president and chief executive
officer of El Paso Corporation. "First, we are well ahead of
schedule for our asset sales, and we have received good value for
the assets we have sold. Second, we've eliminated between $40
million and $50 million of annual expenses through a
reorganization that was completed in the first quarter. Third,
we've recruited new leadership for our production business and are
aggressively working to restore this business to profitable
growth. Taken together, these results represent significant
progress toward achieving the goals we laid out for the market
last December. In addition, El Paso's first quarter cash flow was
higher than anticipated in our plan, and this is helping us
further accelerate our debt reduction."

                       Long-Range Plan Update

El Paso is ahead of schedule on the goal laid out in its long-
range plan to sell $3.3 billion to $3.9 billion of assets by the
end of 2005. Since December 1, 2003, the company has announced the
sale of or sold approximately $3.5 billion of assets. An asset
sales tracker is available on El Paso's Web site at
http://www.elpaso.com/investor/

The progress in asset sales has led to a significant reduction in
the company's debt. As indicated in the table below, the company's
debt, net of cash, was reduced by approximately $2.4 billion
between September 30, 2003 and March 31, 2004. El Paso expects its
net debt to be approximately $17 billion at year-end 2004 as about
$1.9 billion of previously announced asset sales are expected to
close by then. The closing of those sales will also result in the
elimination of approximately $1 billion of non-recourse debt from
the company's balance sheet. This will be partially offset by
approximately $275 million of non-recourse financing for the
Cheyenne Plains Pipeline as discussed below. Additional asset
sales are expected to be announced and completed during 2004.

The Western Energy Settlement will become effective in June 2004
as a result of a federal court order received this month. On the
effective date, the company will post a minimum of $585 million of
collateral in the form of production properties to support its
future payment obligations under the settlement.

El Paso's liquidity increased to approximately $2.7 billion as of
March 31, 2004, consisting of $1.5 billion of readily available
cash and $1.2 billion of capacity available under its $3-billion
bank facility. The company defines readily available cash as cash
on deposit or held in short-term investments that is easily
accessible for general corporate purposes. During the second
quarter of 2004, El Paso purchased approximately $130 million
(face value) of its 7.71 percent Gemstone notes due October 31,
2004 at an average price of 101.6 percent, reducing its debt
maturities for the remainder of 2004.

El Paso's cash flow generation has been consistent with its long-
range plan. The table below updates El Paso's net change in cash
for the fourth quarter of 2003, full year 2003 and the first
quarter of 2004.

              Financial and Operational Update

The pipeline group's financial and operational performance
continues to meet or exceed the assumptions included in the
company's long-range plan, and the inventory of expansion
opportunities remains solid. The Cheyenne Plains Pipeline project,
which has a filed cost estimate of $420 million, has received FERC
approval and is currently ahead of schedule with expected
completion in early 2005. The company is in advanced discussions
to obtain approximately $275 million of the capital required for
this project through a non-recourse project financing.

A key goal of El Paso's long-range plan is to restore the
production business to profitable growth. As part of that process,
the company is reviewing all drilling opportunities and
establishing a capital allocation process designed to produce more
predictable results. In addition, the near- term focus is on a
return to leadership in both drilling and operating costs. The
company plans to provide a review of this business in June.

The average daily production rate for the second quarter of 2004
through May 19, 2004 is estimated to be 823 million cubic feet
equivalent per day (MMcfe/d).

El Paso's marketing business was profitable in the fourth quarter
of 2003 and incurred a minor loss in the first quarter of 2004.
The keys to its improved financial performance are cost reduction
and improvement in the mark- to-market value for its Cordova
tolling arrangement. The marketing business is also making solid
progress in reducing the number of contract positions in its
trading portfolio, which was comprised of more than 35,000
positions at the end of 2002. El Paso now expects to have fewer
than 6,000 positions at year-end 2004.

El Paso has made steady progress selling domestic power assets
during 2004. In addition, the financial performance of its
international power assets has been slightly ahead of the
assumptions included in the long-range plan.

                   Status of Form 10-K Filing

On May 3, 2004, El Paso announced findings of an independent
review concerning revisions to the company's proved oil and
natural gas reserves. The independent review supported El Paso's
previous assessment that prior years' financial statements for El
Paso Corporation, El Paso CGP Company (EPCGP), and El Paso
Production Holding Company (EPPH) should be restated. As announced
earlier, investors should not rely on previously filed reports for
these registrants until further notice from the company. The
company is in the process of completing the methodology for such
restatements and is working to file a Form 10-K for each entity
for 2003 as soon as possible. Each 2003 Form 10-K will include the
required restated financial statements for prior periods.
Currently, the company expects to restate the financial statements
of El Paso Corporation, EPCGP, and EPPH from 1999 through 2003.
The first quarter 2004 Form 10-Qs for these registrants will be
delayed pending the filing of the Form 10-Ks.

Because of the delay in the company's filings, the company and
certain of its subsidiaries may not be in compliance with certain
of their obligations to file or deliver to relevant parties their
SEC reports under their public debt indentures and various other
financing arrangements. The delay in filing the 2003 Form 10-Ks
does not automatically result in an event of default under the
indentures. Instead, the holders of at least 25 percent of the
outstanding principal amount of any series of debt securities
issued under such indentures would have to provide notice of non-
compliance and the company would have between 30 and 90 days to
cure the default. El Paso has not received notice from these debt
holders. If the default was not cured and an acceleration of debt
securities were to occur, the company may be unable to meet its
payment obligations with respect to the related indebtedness.

As previously disclosed, the company has received waivers from the
lenders under its $3-billion credit facility and various other
financings to address restatements arising out of revisions to its
oil and natural gas reserves and has received an extension on its
time to file financial statements through June 15, 2004 to permit
continued access to the facility. The company has begun the
process required to extend the waivers on the credit facility and
will provide an update to the market upon the completion of that
process.

El Paso Corporation provides natural gas and related energy
products in a safe, efficient, dependable manner.  The company
owns North America's largest natural gas pipeline system and one
of North America's largest independent natural gas producers.  For
more information, visit http://www.elpaso.com/


EL PASO CORP: Annual Stockholders Meeting Set for Sept. 9 in Texas  
------------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that its annual meeting
of stockholders will be held on September 9, 2004.

El Paso is preparing to hold its 2004 annual meeting of
stockholders in Houston, Texas. All holders of record of the
outstanding common stock of El Paso Corporation as of July 12,
2004 will be entitled to vote at the annual meeting.

The proxy statement of El Paso Corporation circulated to
stockholders in connection with its 2003 annual meeting provided
that proposals by stockholders that are intended for inclusion in
the proxy statement and proxy to be presented at the next annual
meeting of stockholders of El Paso Corporation must be received by
El Paso Corporation by January 13, 2004 in order to be considered
for inclusion in its proxy materials.

As a result of the later date established by the Board of
Directors of El Paso Corporation for its 2004 annual meeting, El
Paso Corporation hereby notifies its stockholders that proposals
by stockholders that are intended for inclusion in its proxy
statement and proxy to be presented at the 2004 annual meeting
must now be received by El Paso Corporation by Wednesday, June 16,
2004, in order to be considered for inclusion in the proxy
materials of El Paso Corporation. Such proposals should be
addressed to the Corporate Secretary of El Paso Corporation and
may be included in the proxy materials for the 2004 annual
meeting of El Paso Corporation if they comply with certain rules
and regulations of the Securities and Exchange Commission and El
Paso Corporation's By-laws governing shareholder proposals.

In addition, for all other proposals to be presented at the annual
meeting that are not included in the proxy statement and proxy to
be timely, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of El Paso
Corporation no later than Wednesday, June 23, 2004. If a
stockholder fails to so notify El Paso Corporation of any such
proposal prior to such date, management of El Paso Corporation
will be allowed to use their discretionary voting authority with
respect to proxies held by management when the proposal is raised
at the annual meeting (without any discussion of the matter in its
proxy statement).

All proposals must be submitted, in writing, by the dates noted
above, to:

        David L. Siddall
        Corporate Secretary,
        El Paso Corporation,
        1001 Louisiana Street,
        Houston, Texas 77002
        Telephone (713) 420-6195
        Facsimile (713) 420-4099

El Paso Corporation provides natural gas and related energy
products in a safe, efficient, dependable manner.  The company
owns North America's largest natural gas pipeline system and one
of North America's largest independent natural gas producers.  For
more information, visit http://www.elpaso.com/

                     *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.


ENRON CORPORATION: Court Approves Texaco Settlement Agreement
-------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Enron Corporation Debtors sought and obtained the
Court's approval of a Settlement Agreement among the Debtors and
the Texaco Parties -- ChevronTexaco Corporation, Texaco, Inc.,
Texaco Exploration and Production, Inc., Caltex Trading Pte.
Limited, Texaco Natural Gas, Inc., formerly known as Texaco Gas
Marketing, Inc., Sabine Pipe Line, LLC, Texaco Limited, Chevron
USA, Inc., Chevron Phillips Chemical Company, LP, Texaco Energy
Marketing, LP, Sabine Hub Services Company, Enervest San Juan
Operating, LLC, Texaco Downstream, LLC, Texaco Aviation Products,
LLC, and Fuel and Marine Marking, LLC -- and the Bridgeline
Parties -- Bridgeline Holdings, LP, Bridgeline, LLC, Bridgeline
Storage Company, LLC, Bridgeline Gas Distribution, LLC, and
Bridgeline Gas Marketing, LLC.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, LLP, in
New York, relates that Enron North America Corporation and
certain of the Texaco and Bridgeline Parties entered into
numerous transactions involving physical and financial trades of
gas, power, liquid fuel and other commodities.  Some of these
Trading Contracts have been terminated through a valid notice or
an automatic termination clause.  In other instances, the
relevant transactions under the Trading Contracts have expired.

According to Mr. Smith, Enron is in-the-money under the Trading
Contracts with the Texaco Parties.  Enron's largest in-the-money
position exists under the ISDA Master Agreement dated April 9,
1998 between Texaco, Inc., and ENA.  The ENA ISDA contains a two-
way termination payment provision, and the in-the-money marked-
to-market position under this contract exceeds $38,000,000.

                    The Bridgeline Business

Bridgeline is a natural gas business with operations in Louisiana
that ENA, four ENA affiliates, and TEPI formed a joint venture in
March 2000.  The joint venture was to combine Enron's and
Texaco's natural gas pipeline systems and storage facilities in
southern Louisiana into one integrated system, with the combined
operation expected to create additional value through operational
efficiencies and cost savings.

According to Mr. Smith, the Bridgeline business operates through
a limited liability company, Bridgeline, LLC, and a limited
partnership, Bridgeline Holdings, LP.  TEPI and ENA are parties
to the Amended and Restated Limited Liability Company Agreement
of Bridgeline, LLC, dated March 1, 2000.  Bridgeline, LLC, is the
general partner of Holdings, which was created by the Amended and
Restated Limited Partnership Agreement, dated March 1, 2000.  The
parties to the Partnership Agreement are Bridgeline, LLC, as the
general partner and five limited partners: TEPI, and ENA
affiliates, Louisiana Resources Company, LRCI, Inc., Louisiana
Gas Marketing Company and LGMI, Inc.

TEPI has a 60% equity stake and ENA a 40% equity stake in
Bridgeline, LLC.  Both parties each have a 50% voting stake.  
Bridgeline, LLC, has a 1% economic interest in the Bridgeline
Partnership while the Limited Partners own the remaining 99% of
the Bridgeline Partnership, with TEPI holding 59.4%.

In connection with the formation of the Bridgeline Partnership,
ENA, the Enron Parties, TEPI and BHLP entered into a Contribution
Agreement dated February 3, 2000.  Pursuant to the Contribution
Agreement, ENA and TEPI contributed certain assets to, and caused
certain agreements to be delivered to, the Bridgeline
Partnership.  In addition, the Contribution Agreement specified
the number of additional contracts that were to be executed by
the Bridgeline Parties, ENA and TEPI to enable the Bridgeline
Partnership business to commence and operate.

                          The Lawsuits

On February 28, 2003, certain Texaco Parties filed an adversary
proceeding against ENA, seeking a declaration affirming the right
of Texaco and its affiliates to set off amounts owed to ENT
against amounts ENA owed to Texaco and affiliates.  ENA moved to
dismiss the ENA ISDA Litigation.  On March 4, 2003, the Court
referred the ENA ISDA Litigation to mediation before Judge Allan
Gropper.

Mr. Smith notes that the Debtors, the Texaco Parties and the
Bridgeline Parties are also parties to several other adversary
proceedings, motions and arbitrations arising out of the
Contracts and the Formation Documents related to their interests
in Bridgeline, LLC, and the Bridgeline Partnership.

                     The Settlement Agreement

Mr. Smith reports that after extensive discussions, the Debtors,
the Texaco Parties and the Bridgeline Parties have negotiated the
Settlement Agreement under which, CVX, on behalf of the Texaco
Parties, will pay or cause to be paid to ENA, a settlement
payment.  Mr. Smith points out that the Settlement Agreement will
result in a substantial payment to the Debtors and will avoid
future disputes and litigations concerning the setoff rights of
the parties in the ENA ISDA Litigation.

The Settlement Agreement provides that the parties will exchange
mutual releases of claims with respect to the Formation
Documents, the Contracts, the Guarantees and the Litigations.  
However, the mutual releases are subject to these limitations:

   (i) The parties do not waive, release or discharge each
       another from any of their obligations under the
       Settlement Agreement;

  (ii) The parties do not waive, release or discharge one
       another from any claims under the Second Amended LLC
       Agreement, the Second Amended Partnership Agreement, the
       New IT Services Agreement or any other continuing
       agreements to which they are parties; and

(iii) The releases by the Texaco Parties and the Bridgeline
       Parties of each other carve out the matters enumerated
       in Schedule F of the Settlement Agreement.

                  Sale of Bridgeline Interests

The Settlement Agreement acknowledges that the Enron Parties are
contemplating selling their interests in the General Partner and
the Partnership through a multi-stage bidding and auction
process.  In connection with the sale process, the Enron Parties
have agreed to adopt bid procedures that are consistent with the
provisions of the Settlement Agreement.

Moreover, Mr. Smith informs the Court that the Enron Parties have
agreed to consult with the Texaco Parties with respect to the
identity of the bidders.  However, the Enron Parties are not
required to follow the recommendations of the Texaco Parties with
respect to bidders, except with respect to Gulf South, Acadian,
LIG and Louisiana Gas System, Inc.  TEPI has notified the Enron
Parties that it will not consent to the sale of the Enron
Parties' respective interests in the General Partner or the
Partnership to the Agreed No Consent Bidders and the Enron
Parties have agreed not to sell any interests to any Agreed No
Consent Bidder.  In addition, the Enron Parties have agreed that
they may not sell their interests in the General Partner and the
Partnership to Entergy Corp., unless either (i) the Texaco
Parties consent or (ii) an arbitrator selected by agreement of
the Texaco Parties and the Enron Parties determines that the
Texaco Parties' failure to consent was unreasonable.

The Settlement Agreement provides that the Texaco Parties and the
Bridgeline Parties, and their Affiliates, will cooperate in the
efforts of the Enron Parties to sell their interests in the
General Partner and the Partnership.  The cooperation will
include, but not be limited to, assistance by the Partnership and
the other Bridgeline Parties in the preparation of auction
materials, including financial results, management presentations,
business opportunities, forecasts and growth projections, other
assistance in the preparation of materials or provision of
information as ENA reasonably deems necessary, and the sharing of
materials and information with ENA and TEPI.

Under the Settlement Agreement, the Enron Parties will have the
right:

   (i) to consider and to seek the Texaco Parties' consent to
       the sale of the Enron Parties' interests in the General
       Partner and the Partnership to any buyer other than the
       Agreed No Consent Bidders; and

  (ii) in the event the Texaco Parties do not consent, to seek
       the Bankruptcy Court's determination of whether the
       failure to consent is unreasonable.  The Texaco Parties
       are prohibited from objecting, on the ground of financial
       qualifications, to the Enron Parties' transfer of their
       interests in the General Partner and the Partnership to
       any entity with a long-term unsecured investment grade
       credit rating of no less than BBB- or Baa3 as rated by
       S&P and Moody's.  If the bidder does not have a debt
       rating, to be conclusively determined to be creditworthy,
       the bidder must have creditworthiness equivalent to
       investment grade.

Pursuant to the Settlement Agreement, the Enron Parties are
obligated to provide to the Texaco Parties the Short List, no
later than 10 business days prior to inviting the bidders on the
Short List to participate in the second round of bidding,
provided that none of the Texaco Parties or their Affiliates is a
bidder in the second round.  If any of the Texaco Parties or
their Affiliates is a finalist for the second round of bidding,
the Enron Parties are not required to provide the Texaco Parties
the Short List.  If Texaco consents to any bidder on the Short
List, that bidder will also be designated an Agreed Consent
Bidder and Texaco's consent will be binding to the same extent as
for the Agreed Consent Bidders in the first round of bidding.

Under the Settlement Agreement, the Enron Parties are obligated
to disclose to the Texaco Parties the Stalking Horse Bidder no
later than two business days before seeking the Court's approval
of the Stalking Horse Bidder.  If the Texaco Parties fail
to consent to the Enron Parties' choice of the Stalking Horse
Bidder or the winning buyer, the Enron Parties will nevertheless
have the right to seek the Court's determination of whether the
Texaco Parties' failure to consent is unreasonable.  Pursuant to
the Settlement Agreement, in determining whether any failure of
consent is unreasonable, the Court will consider whether a
hypothetical reasonable investor in TEPI's position in a joint
venture similar to Bridgeline would consent to a sale to the
proposed buyer.  Factors that the Court will consider include the
proposed buyer's financial qualifications, past experience in
natural gas asset operations, status as a competitor of
Bridgeline, ability to perform, reputation and the buyer's
overall suitability as a 40% equity partner in Bridgeline.  

Pursuant to the Settlement Agreement, the Texaco Parties, or any
of them, will be permitted to make a bid at any stage of the
bidding process and may, if they so choose, bid in the second
round of bidding or final auction regardless of the nature or
level of their participation in the bidding process or their
failure to so participate; provided, however, that the Texaco
Parties have no right to make the final bid superior to the right
of any other bidder or participant in the auction once the Enron
Parties have declared the topping round closed.

The Settlement Agreement requires the appropriate Enron Parties
to seek to assume the Second Amended Partnership Agreement and
the Second Amended LLC Agreement upon the earlier of (i) any
motion filed by the Enron Parties seeking the Court's approval of
the sale of their interests in the General Partner and the
Partnership or (ii) as required by the process for the Court's
confirmation of the Enron Parties' plan of reorganization.

                      IT Services Agreement

Pursuant to the Settlement Agreement, ENA and BHLP have agreed to
replace the existing IT Services Agreement dated March 1, 2000
with a new IT Services Agreement.

                       Withdrawal of Claims
                  and Termination of Litigations

The Settlement Agreement provides that each proof of claim filed
by or on behalf of a Texaco Party or a Bridgeline Party in
connection with the Formation Documents, the Contracts or the
Litigations will be deemed irrevocably withdrawn, with prejudice
and that, on the Payment Date, the parties will take any and all
steps necessary to (1) dismiss with prejudice the Litigations
that are adversary proceedings and (2) withdraw with prejudice
the Litigations that are motions or arbitrations.

                Amendment of Bridgeline Agreements

The Settlement Agreement provides that, on the Payment Date, the
appropriate Enron and Texaco Parties agree to enter into an
amended and restated Partnership Agreement and an Amended and
Restated LLC Agreement.

                     Indemnification Agreement

In connection with the settlement, the parties entered into an
Indemnification Agreement, which provides that:

   * The Individual Indemnitees will not have any liability to
     the General Partner, the Texaco Parties or the Enron
     Parties, and the Partnership, the General Partner, the
     Texaco Partner/Member, by and on behalf of itself and the
     Texaco Parties, and the Enron Member and the Enron
     Partners, by and on behalf of themselves and the Enron
     Parties, agree not to institute any claim or proceeding
     against the Individual Indemnitees, for any loss sustained
     or liabilities incurred as a result of any act or omission
     of the Individual Indemnitees with respect to the
     cooperation activities contemplated in the Indemnification
     Agreement if (i) the Individual Indemnitee acted in good
     faith in a manner he reasonably believed to be in, or not
     opposed to, the interests of the Partnership, and (ii) the
     conduct of that Individual Indemnitee did not constitute
     actual fraud, bad faith or willful misconduct;

   * The Bridgeline Parties will not have any liability to the
     Texaco Parties or the Enron Parties, and the Texaco
     Partner/Member, and the Enron Member and the Enron
     Partners agree not to institute any claim or proceeding
     against the Bridgeline Parties for any loss sustained or
     liabilities incurred as a result of any act or omission of
     the Bridgeline Parties with respect to the cooperation
     activities contemplated in the Indemnification Agreement if
     (i) the Bridgeline Parties acted in good faith in a manner
     they reasonably believed to be in, or not opposed to, the
     interests of the Partnership, and (ii) the conduct of the
     Bridgeline Parties did not constitute actual fraud, bad
     faith or willful misconduct with respect to the cooperation
     activities contemplated in the Indemnification Agreement;
     and

   * The Partnership and the General Partner will indemnify the
     Individual Indemnitees from and against any losses, claims
     damages, liabilities, expenses, judgments, fines,
     settlements and other amounts arising from any and all
     claims, demands, actions, suits or proceedings that relate
     to the Individual Indemnitees' cooperation activities
     contemplated by the Indemnification Agreement in which the
     Individual Indemnitees may be involved, or is threatened to
     be involved, as a party or otherwise, regardless of whether
     arising from any act or omission which constituted the
     sole, partial or concurrent negligence of the Individual
     Indemnitees, if (i) the Individual Indemnitee acted in
     good faith in a manner he reasonably believed to be in, or
     not opposed to, the interests of the Partnership, and (ii)
     the conduct of that Individual Indemnitee did not
     constitute actual fraud, bad faith or willful misconduct.
     (Enron Bankruptcy News, Issue No. 108; Bankruptcy Creditors'
     Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: U.S. & European Debtors Sign Credit Agreement
-----------------------------------------------------------------
On May 5, 2004, Exide Technologies and Exide Global Holding
Netherlands C.V. entered into a Credit Agreement for aggregate
indebtedness of $445 million and EUR130 million, consisting of a
$100 million multi-currency revolving loan, two $172.5 million
Dollar-denominated term loans and a EUR130 million Euro-
denominated term loan.  Credit Suisse First Boston and Fleet
Securities, Inc. are syndication agents and Deutsche Bank AG New
York Branch is administrative agent of the Credit Agreement.

A full-text copy of the Credit Agreement is available for free
at:

http://www.sec.gov/Archives/edgar/data/813781/000095014404005055/x88815exv10w1.txt

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)

  
FLEMING COMPANIES: Court Sets Solicitation & Tabulation Protocol
----------------------------------------------------------------
A hearing to confirm Fleming Companies, Inc. Debtors' Plan will
commence on July 26, 2004.  The Confirmation Hearing may be
continued from time to time without prior notice.

The Court sets May 25, 2004 as the record date for the purpose of
determining the creditors entitled to vote on the plan.

All Ballots or Master Ballots, as applicable, accepting or
rejecting the Plan must be turned over to the Debtors'
solicitation agent, Bankruptcy Management Corporation, by July 2,
2004.

The deadline to file Plan confirmation objections is July 2,
2004.  Confirmation Objections must be served to:

       * the Debtors and their counsel;

       * the Office of the U.S. Trustee;

       * the counsel to the Official Committee of Unsecured
         Creditors;

       * the counsel to the Debtors' prepetition lenders; and

       * the counsel to the Official Committee of Reclamation
         Creditors.

Responses to the Objections are due on July 16, 2004.

Claims of professionals not retained by the Debtors or the
Committees under Section 327 or 363 of the Bankruptcy Code
alleging beneficial or necessary fees towards completion of these
cases, or any other party alleging substantial contribution
claims under Section 503(b) must be filed no later than June 28,
2004.  Claims arising on or before June 1 also must be filed by
June 28.  Claims arising after June 1 must be filed no later than
45 days after the Plan Effective Date.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FLINTKOTE: Future Claimants Seek to Employ Analysis Research
------------------------------------------------------------
Lawrence Fitzpatrick, as the legal representative for future
claimants in The Flintkote Company's chapter 11 case, asks the
U.S. Bankruptcy Court for the District of Delaware to retain and
employ Analysis Research, and Planning Corporation as his claims
evaluation consultants.

The Futures Representative anticipates that Analysis Research will
render consulting services as needed throughout the course of this
chapter 11 case, including:

   (a) estimation of the number and value of present and future
       asbestos personal injury claims;

   (b) development of claims procedures to be used in the
       development of financial models of payments and assets of
       a claims resolution trust;

   (c) analyzing and responding to issues relating to the
       setting of a bar date regarding the filing of personal
       injury claims;

   (d) analyzing and responding to issues relating to providing
       notice to personal injury claimants and reviewing such
       notice procedures.

Analysis Research's Professionals will bill their services in its
current hourly rates of:

         Designation         Billing Rate
         -----------         ------------
         Principals          $350-450 per hour
         Senior Consultants  $250-350 per hour
         Consultants         $180-250 per hour
         Analysts            $125-200 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.


FOREST OIL: S&P Cuts Corp. & Sr. Debt Ratings to BB- & Lifts Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and senior unsecured debt ratings on Forest Oil
Corp. to 'BB-' from 'BB'.

Standard & Poor's also lowered its senior secured bank loan rating
on Forest's credit facility due 2005 to 'BB' from 'BB+' and
assigned a recovery rating of '1' to the facility.

All of the ratings were removed from CreditWatch where they were
placed with negative implications on Jan. 27, 2004. The outlook is
stable.

Pro forma for the recently announced acquisition of The Wiser Oil
Co., Standard & Poor's expects Denver, Colo.-based Forest to have
about $1.1 billion of total debt outstanding at the close of the
transaction.
     
The ratings downgrade on Forest reflects the company's increasing
dependence on acquisitions to offset its faltered frontier
development strategy, its high operating cost structure relative
to its peers, and its debt leverage that is not commensurate with
an acquire-and-exploit  strategy.
     
"Although we believe that Forest will remain acquisitive, the
stable outlook reflects the expectation that the company will
continue to fund transactions in a balanced manner and achieve a
moderate credit profile," said Standard & Poor's credit analyst
Kimberly Stokes.

Forest refocused its strategy away from more-risky exploration
projects to acquiring less-risky producing properties,
concentrating on three core geographic areas of production, the
Gulf of Mexico, south Texas/Permian Basin, and Canada.
     
Since the company announced its change in strategy, Forest has
made numerous acquisitions, adding 513 billion cubic feet
equivalent of reserves and about 174 million cubic feet equivalent
per day of production, including the recent Wiser acquisition.
     
The company's reserves, on a pro forma basis, are expected to be
approximately 1.5 trillion cubic feet equivalent.

     
GARDEN CITY: Cal Pac Pays 56-Cents-on-the-Dollar for Unsec. Claim
-----------------------------------------------------------------
Cal Pac Sonoma, LLC, paid 56-cents-on-the-dollar for an unsecured
claim against Garden City, Inc., bankruptcy court records show.  
Cal Pac purchased a $3,488.75 claim from Southern Wine and Spirits
of Northern California for $1,944.50.  

Cal Pac's filings with the Bankruptcy Court do not indicate its
motivation for purchasing the claim.  Cal Pac can be contacted at:

      Michael Owen
      Cal Pac Sonoma, LLC
      6931 Van Nuys Boulevard, 2nd Floor
      Van Nuys, CA 91311
      Telephone (818) 774-9989

Garden City operates a card club, continues to operate, and
continues to challenge the legality and application of of San Joes
gaming ordinances.  Garden City, Inc., filed for chapter 11
protection i(Bankr. N.D. Calif. Case No. 98-55172-MM-11) in 1998.  
Peter J. Benvenutti, Esq., at Heller Ehrman White & McAuliffe,
LLP, serves as counsel to Chapter 11 Trustee Frederick S. Wyle.  
Michael W. Malter, Esq., at Binder & Malter in Santa Clara, serves
a counsel to the Debtor. Michael A. Isaacs, Esq., at Luce,
Forward, Hamilton & Scripps LLP in San Francisco represents the
Official Committee of Unsecured Creditors.


GLOBAL CROSSING: Outlines VoIP Regulatory Vision to FCC
-------------------------------------------------------
Global Crossing (Nasdaq: GLBCE), a leading innovator in Voice over
IP (VoIP) and other IP-enabled services, filed comments with the
Federal Communications Commission (FCC) (Wireline Docket Number
04-36) in response to the FCC's Notice of Proposed Rulemaking
(NPRM) concerning the proper regulation of IP telephony.

Global Crossing believes that the FCC's recent decision in the
Free World Dialup docket compels it to treat all IP-enabled
services as information services subject to exclusive federal
jurisdiction.

"The FCC has already concluded that IP-enabled services offered
over pre-existing broadband services are not telecommunications or
telecommunications services.  Rather than engage in a case-by-case
determination as to whether a broadband connection previously
existed, the FCC must simply apply the same rules to all IP-
enabled services" said John Legere, Global Crossing's chief
executive officer.  "As we state in our comments, the FCC must
establish simple, uniform rules and put an end to the constant
gamesmanship that currently plagues the industry."

Global Crossing's comments offer a strategic vision for the
categorization of IP-enabled services, the applicability of
various rules and regulations, the public interest obligations of
IP-enabled service providers, regulatory jurisdiction, and inter-
carrier compensation. Global Crossing believes the FCC has the
opportunity to set a new course for regulation and should do so in
a comprehensive manner consistent with Global Crossing's REFORM
agenda:

              Rationalize inter-carrier compensation

The FCC must establish a uniform inter-carrier compensation
arrangement that not only recognizes that a "minute is a minute,"
but also that a "packet is a packet." All traffic exchanged
between carriers, regardless of jurisdiction or type (voice, data
or video) must be exchanged at a uniform rate to be negotiated
between individual carriers without the distortion of past
regulatory policies.  The existing patchwork system of inter-
carrier compensation invites arbitrage, distorts investment, and
is a source of litigation within the industry.  A unified inter-
carrier compensation arrangement will eliminate this source of
friction for the telecommunications industry.

     Establish a swift and efficient dispute resolution forum

The perpetual litigation surrounding FCC rulemaking efforts is one
of the principal issues plaguing the telecommunications industry.  
The rulemaking process itself is becoming a barrier to entry as
only the largest carriers can afford to participate. The FCC must
establish a swift and efficient dispute resolution forum that
allows carriers to quickly resolve disputes and keep their focus
on delivering service to consumers. An arbitration procedure
similar to that used in major league baseball whereby each party
to a dispute puts forth its "best and final" offer would be ideal.

         Formulate clear and simple rules and regulations

Overly complex or vague rules simply invite litigation and fail to
create the certainty and predictability necessary for a stable
investment climate. The FCC's experience with unbundled network
elements is the most recent example of this.  FCC rules must be
clear and unambiguous.

                  Overhaul universal service

Any comprehensive reform effort must include an overhaul of the
current universal service system, which is also a dysfunctional
element for the industry.  Appropriate modifications can be
addressed in existing universal service proceedings currently
before the Commission consistent with four guiding principles:

    * the universal service fund must be sized appropriately so
      that it only supports universal service objectives;

    * eligibility criteria must be refined so that the fund is not
      used as an earnings support mechanism for carriers;

    * source funding must be broad-based and competitively
      neutral; and
     
    * disbursements from the fund should be keyed to the removal
      of implicit subsidies embedded in the rates of recipients.

Consideration must also be given to alternative universal service
funding mechanisms.

            Redefine public interest obligations

Global Crossing supports the VON Coalition's efforts to work with
the National Emergency Number Association ("NENA") to develop
appropriate solutions for supporting 911/E911 services in an IP
environment.  However, the FCC needs to recognize that the
greatest challenge for 911/E911 service is securing proper funding
for the Public Safety Answering Points ("PSAPs").  The industry
must explore new ways of working with local municipalities to
bring the benefits of IP technology to the public safety sector.

      Maintain authority over essential bottleneck facilities

While IP-enabled services hold great promise for bringing
competitive choice to consumers, the FCC must continue to exercise
authority over bottleneck facilities and continue to enforce
appropriate interconnection and unbundling rules.

"The overarching theme of our REFORM vision is that a few simple
rules and safeguards will allow the industry to operate in a
largely deregulated environment, " added John Legere, Global
Crossing's chief executive officer. "Although we recognize the
regulation of monopoly services, we strongly believe that the
telecommunications industry and consumers would best be served by
a free and open arena for IP-enabled services."

To learn more about Global Crossing's REFORM vision, the full
comments filed with the FCC can be found at http://www.fcc.gov/

"As a leader in IP-services, we have a strong desire to create an
industry that is allowed to grow and prosper without the
cumbersome restrictions of regulation," Mr. Legere concluded. "By
following the tenets of our REFORM vision, the FCC will simplify
the regulatory landscape and steer the entire telecommunications
industry into a new era of recovery and health."

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.


GOODYEAR TIRE: S&P Lowers Ratings & Removes Watch on Related Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Corporate
Backed Trust Certificates Goodyear Tire & Rubber Note-Backed
Series 2001-34 Trust's class A-1 certificates to 'B-' from 'B' and
removed it from CreditWatch, where it was placed with negative
implications on Dec. 15, 2003.

Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a swap-independent synthetic
transaction that is weak-linked to the underlying securities,
Goodyear Tire & Rubber Co.'s 7% notes due March 15, 2028.
    
The rating action follows the recent lowering of the ratings on
the underlying securities and their removal from CreditWatch.


GSR MORTGAGE: Fitch Ups Series 2003-5F Class B-5 Rating to BB-
--------------------------------------------------------------
Fitch Ratings has affirmed 2 and upgraded 5 classes of GSR
Mortgage Loan Trust, series 2003-5F.

   GSR Mortgage Loan Trust, Series 2003-5F Group 1

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

   GSR Mortgage Loan Trust, Series 2003-5F Group 2

      --Class IIA affirmed at 'AAA'.

The upgrades are being taken as a result of low delinquencies as
well as increased credit support. No losses have been incurred
since date of issuance. The affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


HEALTHSOUTH: Extends Consent Solicitations through June 4, 2004
---------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that it is
extending 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.

HealthSouth also announced that 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. As
previously noted, 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.

This news release is not a solicitation of consents with respect
to any securities. The consent solicitations are being made only
pursuant to the terms and conditions of the consent solicitation
statements relating to each series of Notes and the accompanying
documents. These documents can be obtained from Innisfree M&A
Incorporated, the information agent, at 212-750-5833 (Banks and
Brokers Call Collect) or 888-750-5834 (Noteholders Call Toll-
Free). Questions regarding the solicitations should be directed to
Credit Suisse First Boston, the solicitation agent, at 800-820-
1653.

                  About HealthSouth

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


KENNEDY MANUFACTURING: Gets Court Nod to Hire CBIZ as Actuaries
---------------------------------------------------------------
Kennedy Manufacturing Company and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the Northern
District of Ohio, Western Division, to employ and retain CBIZ
Benefits & Insurance Services, Inc., as their actuaries.

CBIZ is expected to:

   a) prepare annual reports for the pension plans as required
      by federal pension laws;

   b) provide calculations for employees who are starting
      retirement payments; and

   c) any other task of an actuarial nature in connection with
      the pension plan as deemed necessary by the Debtors and as
      agreed to by CBIZ.

The current hourly rates of the professionals who will have
primary responsibility for the services to be rendered to the
Debtors are:

   Professional      Designation             Billing Rate
   ------------      -----------             ------------
   Richard Najjar    Manager of Actuarial
                       Consulting            $225 per hour

   Jeff Schapel      Actuarial Consultant    $110 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, they listed both
estimated debts and assets of over $10 million.


LOUDEYE CORP: Resale Registration Statement Declared Effective
--------------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD) announced that the Securities and
Exchange Commission declared effective its registration statement
on Form S-3 covering resales by certain security holders of up to
12,593,570 shares of common stock. The shares included in the
registration statement were related to various transactions,
including the Company's February 2004 private equity financing in
which the Company raised $20 million in gross proceeds, and the
Company's acquisition of Overpeer, Inc. in March 2004.  Loudeye
will not receive any proceeds from any resale by the selling
security holders of the securities registered in the registration
statement.

                   About Loudeye Corp.

Loudeye is a worldwide leader in business-to-business digital
media solutions and the outsourcing provider of choice for
companies looking to maximize the return on their digital media
investment.  Loudeye combines innovative products and services
with the world's largest music archive and the industry's leading
digital media infrastructure enabling partners to rapidly and cost
effectively launch complete, customized digital media stores and
services.  For more information, visit http://www.loudeye.com/

                     *   *   *

In its Form 10 Q For the quarterly period ended March 31, 2004
filed with the Securities and Exchange Commission, Loudeye Corp.
reports:

"We may need to raise additional capital in the future, and if we
are unable to secure adequate funds on terms acceptable to us, we
may be unable to execute our business plan. If we raise additional
capital, current stockholders may experience significant dilution.

"As of March 31, 2004, we had approximately $34.8 million in cash
and cash equivalents, marketable securities, and restricted
investments. In the first quarter of 2004, we completed a private
placement that resulted in net proceeds of $18.9 million. We have,
however, experienced net losses from operations and net losses are
expected to continue into future periods. If our existing cash
reserves prove insufficient to fund operating and other expenses,
we may find it necessary to secure additional financing, sell
assets or reduce expenditures further. In the event additional
financing is required, we may not be able to obtain such financing
on acceptable terms, or at all. If adequate funds are not
available or are not available on acceptable terms, we may not be
able to pursue our business objectives. This inability could
seriously harm our business, results of operations and financial
condition.

"If additional funds are raised through the issuance of equity or
convertible debt securities, the percentage ownership of our
current stockholders will be reduced and these securities may have
rights and preferences superior to those of our current
stockholders. If we raise capital through debt financing, we may
be forced to accept restrictions affecting our liquidity,
including restrictions on our ability to incur additional
indebtedness or pay dividends.

"We have never paid any dividends on our common stock and do not
plan to pay dividends on our common stock for the foreseeable
future. We currently intend to retain future earnings, if any, to
finance operations, capital expenditures and the expansion of our
business."


MEDIABAY: John Levy Named Acting Chairman as Carl Wolf Resigns
--------------------------------------------------------------
MediaBay, Inc. (Nasdaq: MBAY), a leading spoken audio media
marketing company, announced the appointment of MediaBay's
Executive Vice President and Chief Financial Officer, John F. Levy
to the Company's Board of Directors and the appointment of Mr.
Levy as Acting Chairman of the Board in addition to his role as
Chief Financial Officer.  Carl Wolf, the Company's former
chairman, resigned as chairman and from the Board of Directors to
pursue family interests.

Mr. Levy joined MediaBay in November 1997 and has served as
Executive Vice President and Chief Financial Officer since January
1998.  Prior to joining the Company, Mr. Levy served as Chief
Financial Officer of both public and private entertainment and
consumer goods companies.  He is a Certified Public Accountant
with nine years' experience with the national public accounting
firms of Ernst & Young, Laventhol & Horwath and Grant Thornton.  
Mr. Levy is a graduate of the Wharton School of the University of
Pennsylvania and received his MBA from St. Joseph's University in
Philadelphia.

Mr. Levy stated, "I have accepted the additional responsibilities
as a Board member and as acting Chairman of the Board because I
believe in MediaBay, its products and its people.  I have been
with the Company more than six years and in that time we have made
six acquisitions, raised a considerable amount of money, acquired
very valuable assets and established dominant market positions
within our industries.

"Over the past five months we have raised $12.6 million in new
working capital, improved our balance sheet significantly and
increased our stockholder equity.  I believe that working with our
current management team led by CEO Jeffrey Dittus, we can execute
our growth strategy and increase shareholder value."

Mr. Wolf had served on the MediaBay Board of Directors since March
1998 and assumed the role of Chairman of the Company in May 2003.  
During Mr. Wolf's tenure as Chairman, the Company increased the
quality and stature of its Board of Directors, raised
approximately $14 million in new debt and equity and significantly
restructured and improved its balance sheet.  Mr. Wolf also re-
energized the company with many new and innovative marketing
proposals.

Mr. Wolf stated, "I am sorry to leave MediaBay however, I believe
we accomplished a great deal during my tenure.  The success of our
family business, Hor D'oeuvres Unlimited, has required more and
more of my time and I notified the MediaBay Board that I simply
could not fulfill the commitment MediaBay deserved.

"I have known John Levy for over fifteen years and sincerely
believe that John, Jeffrey Dittus and the entire MediaBay team
will succeed in growing the business and ultimately increasing
shareholder value.  I have enjoyed working with the highly
talented Board and motivated and energetic employees at MediaBay.  
Like all goodbyes, there is some sadness, but a greater sense of
pride and optimism."

"We will all miss Carl's wisdom, insight and creativity.  His many
accomplishments as Chairman have left us a much stronger and
better company. We wish Carl the very best and owe him a great
debt of gratitude," added Mr. Levy.

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

                        *   *   *

As reported in the Troubled Company Reporter's April 23, 2004
edition, MediaBay, Inc. (Nasdaq: MBAY), filed its Annual Report on
Form 10-K for the year ended December 31, 2003 with the Securities
and Exchange Commission on April 14, 2004.

Included in the Company's 10-K filing are consolidated financial
statements audited by Amper Politziner & Mattia, independent
auditors, as of and for the year ended December 31, 2003. Amper
Politziner & Mattia has issued an opinion with respect to the
financial statements, which includes an explanatory paragraph that
raises substantial doubt about the Company's ability to continue
as a going concern.

In particular, the auditors' opinion states, "The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses
from operations and has a working capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of the
uncertainty."

MediaBay CEO Jeffrey Dittus commented, "The Company is exploring
various financing alternatives including refinancing and
restructuring its debt to meet its obligations, however there can
be no assurance that any transactions will be completed."


MINORPLANET SYSTEMS: Court Approves Amended Disclosure Statement
----------------------------------------------------------------
Minorplanet Systems USA, Inc. (Nasdaq:MNPQC), a leading provider
of telematics-based management solutions for commercial fleets,
announced that the company's Second Amended Disclosure Statement
was approved by the United States Bankruptcy Court for the
Northern District of Texas (Dallas Division) for use to solicit
the vote of creditors and equity interest holders on the Second
Amended Joint Plan of Reorganization.

The Bankruptcy Court also set the record date for purposes of
voting on the company's Plan as May 21, 2004, approved the
solicitation/voting procedures for the Plan, and set hearing on
confirmation of the Plan for 1:30 p.m., June 28, 2004.

On May 25, 2004, the company commenced mailing the Disclosure
Statement, Plan and Ballots to creditors and equity interest
holders to solicit their vote on the company's Plan. All ballots
must be returned to the Minorplanet Plan Balloting Agent, Neligan,
Tarpley, Andrews & Foley LLP, 1700 Pacific Avenue, Suite 2600,
Dallas, Texas, 75201, on or before 5:00 p.m., Central Time on June
24, 2004.

The company believes that it has complied with one of the
conditions of continued listing as previously required by the
Nasdaq Listing Qualifications Panel, having submitted
documentation to the Panel evidencing that the hearing before the
Bankruptcy Court for the approval of the company's Disclosure
Statement was held on May 24, 2004.

The company also received a written determination notice from the
Nasdaq Listing Qualifications Panel on May 24, 2004, which amended
the Panel's May 6, 2004 determination letter, adding the following
additional conditional listing exception to the listing of the
company's securities on the Nasdaq SmallCap Market:

   -- On or before August 9, 2004, the company must evidence a
      market value of publicly held shares of at least $1 million
      and, immediately thereafter, a market value of publicly held
      shares of at least $1 million for a minimum of ten
      consecutive business days.

The company currently believes that upon confirmation of its Plan,
it will be able to regain compliance with this additional
condition. If the company fails to maintain its listing on the
Nasdaq Stock Market, the company's securities will not be
immediately eligible to trade on the OTC Bulletin Board, since the
company is the subject of bankruptcy proceedings. Although the
company's securities would not be immediately eligible for
quotation on the OTC Bulleting Board, the company's securities may
become eligible to trade on the OTC Bulletin Board if a market
maker submits an application to register in and quote the
company's securities in accordance with SEC Rule 15c2-11, and such
application is cleared.

         About Minorplanet Systems USA, Inc.

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


MIRANT CORPORATION: Creditors' Committee Retains PA Consulting
--------------------------------------------------------------
Prior to the Petition Date, Citibank, N.A., and Credit Suisse
First Boston, in their role as agents for Mirant Corporation's
prepetition lenders, engaged in restructuring negotiations with
the Debtors.  In connection with those negotiations and their
analysis of the Debtors' businesses, the Agents retained Shearman
& Sterling as counsel.  In turn, Shearman engaged the energy
consulting services of PA Consulting Group, Inc.

Monica S. Blacker, Esq., at Andrews & Kurth, LLP, in Dallas,
Texas, relates that on March 19, 2004, the Agents sought the
Court's authority to share certain prepetition confidential
information and analysis prepared by PA Consulting with the
Official Committee of Unsecured Creditors of Mirant Corporation,
et al.  On March 29, 2004, the Debtors asked the Court to enforce
the Confidentiality Order to prevent Citibank from sharing
confidential committee information with PA Consulting, which
continued to serve as Citibank's advisor.  

At the April 7, 2004 hearing, the Court permitted the Agents to
share certain prepetition information developed by PA Consulting
with the Mirant Committee.  In addition, the Court ruled that
Citibank could not share confidential Committee information with
professional advisors retained by Citibank as an individual
member.  In reaching the decision, the Court indicated that it
wanted to avoid a situation where there was an imbalance in the
information available to the different committee members.  
However, the Court left open the possibility that the information
sharing would be permissible if Citibank agreed to share fully
the work product of its advisors with the entire Mirant
Committee.  The Court also left open the Mirant Committee's
option to retain the services of PA Consulting.

Ms. Blacker reports that after the April 7 hearing, PA Consulting
began to share prepetition information with the Mirant Committee.  
Based on its review of those materials, the Mirant Committee
determine that, notwithstanding the Debtors' assertions that they
have been forthcoming with information, PA Consulting appears
actually to have had better transparency with respect to the
Debtors' financial affairs than the financial advisors retained
by the Mirant Committee during the postpetition period
-- Risk Capital Management Partners and Huron Consulting Group,
LLC.  Due to the extent of information and the knowledge base
residing with PA Consulting, the Mirant Committee wants the
benefit from PA Consulting's services.  

Accordingly, the Mirant Committee seeks the Court's authority to
retain, effective as of April 29, 2004, PA Consulting as its
energy industry consultant to replace Risk Capital.

Ms. Blacker informs Judge Lynn that Shearman, in consultation
with the Agents, has agreed to release PA Consulting so that it
may be retained by, and serve as consultant for, the Mirant
Committee.

The Mirant Committee may require PA Consulting to:

   * provide strategic advise with respect to energy industry
     specific issues in these cases;

   * analyze technical aspects of the Debtors' business plans
     and models, with a particular emphasis on the Debtors'
     energy business plans;

   * analyze the Debtors' energy business strengths,
     weaknesses and risks from the creditors' viewpoint;

   * provide advice on restructuring issues and options;

   * provide power marketing advice and analysis with respect
     to the Debtors' management, credit policy, hedging
     contracts and credit support;

   * provide advice on the Debtors' asset management and
     business infrastructure; and

   * provide other services as requested by the Mirant
     Committee.

Ms. Blacker assures the Court that PA Consulting will coordinate
with the Mirant Committee's other retained professionals to avoid
any unnecessary duplication of services.  The Mirant Committee
will transition services presently performed by Risk Capital to
PA Consulting, and there will be no or minimal duplication of
services between the firms.

Todd Filsinger, Managing Partner of PA Consulting Group, Inc.,
assures Judge Lynn that:

   (i) PA Consulting does not hold or represent any interest
       adverse to the Mirant Committee, the Debtors and any
       party-in-interest in the matters for which it is retained;
       and

  (ii) PA Consulting is a "disinterested person" as that phrase
       is defined in Section 101(14) of the Bankruptcy Code.

PA Consulting will seek compensation for the services rendered on
an hourly basis:

   Partners                 $500 - 650
   Managing Consultants      380 - 510
   Consultants               275 - 450
   Principal Consultants     205 - 325
   Analysts                  185 - 235

PA Consulting will also seek reimbursement of its out-of-pocket
expenses.

Mr. Filsinger informs the Court that $159,000 remains due and
owing by the Agents to PA Consulting in connection with the
Consulting Services.  To expedite the retention process, the
Mirant Committee seeks the Court's authority to retain PA
Consulting even though the Consulting Charges have not yet been
paid.  However, it is the understanding of the Mirant Committee
that the Agents will be remitting the Consulting Charges to PA
Consulting in the ordinary course and that PA Consulting has
already terminated its services to the Agents.

                    Equity Committee Objects

Approximately nine months after the Mirant Committee's formation,
and contemporaneously with the most recent reconstitution of its
membership and the designation of Citibank, N.A., as its new
chair, the Mirant Committee seeks to replace one of its two law
firms and two of its financial advisors with a whole new set of
professionals.  Mark C. Taylor, Esq., at Hohmann, Taube &
Summers, LLP, in Austin, Texas, notes that the Mirant Committee
does so despite having already incurred at least $6,200,000 in
professional fees and expenses in connection with the services
rendered by the to-be-replaced professionals.  Presumably, much
of these expenditures flow from the efforts of the professionals
to become educated about the Debtors and their complex businesses
and capital structure.

These costs may well be wasted if the Mirant Committee's request
to retain PA Consulting is granted and the firm is allowed to
"come up to speed" at the estates' expense, Mr. Taylor remarks.  
"This inevitable education process is also likely to cause an
otherwise unnecessary diversion of management energies as the
proposed new professional[] seek[s] necessary background
information and detailed operational and other data from the
Debtors' management team."

The Equity Committee is concerned that PA Consulting may not be
"disinterested" as required by Section 328(c) of the Bankruptcy
Code because of its long-standing relationship with Citibank.

The Equity Committee finds no compelling reason for the Mirant
Committee to replace its professionals.  Thus, the Equity
Committee asks the Court to balance the Mirant Committee's
unexplained decision to replace its existing financial advisors
with the Bankruptcy Code's disinterestedness requirements.  In
addition, the Court should authorize a limited discovery, by the
Examiner or otherwise, on these and related issues.

                         Debtors Respond

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that with PA Consulting's replacement of Risk Capital,
the Mirant Committee should identify what new services PA
Consulting will provide and any inadequacy in the performance by
Risk Capital of its duties.

Mr. Phelan notes that Risk Capital clearly demonstrated that it
is capable of ably serving any and all needs of the Mirant
Committee.  In fact, the Mirant Committee has never expressed
concerns or complaints of the services rendered by Risk Capital.

Mr. Phelan asserts that more information should be provided as to
the extent of PA Consulting's historical relationship to both
Citibank and Credit Suisse First Boston, a creditor who has
historically had interests adverse to the Mirant Committee.  The
cursory explanation of PA Consulting's employment by Shearman &
Sterling, LLP, for the benefit of Citibank and Credit Suisse
fails to disclose the considerable degree of their ties to
Citibank and Credit Suisse.  Without that disclosure, the Court
would be disadvantaged in deciding if the retention of PA
Consulting will be in the best interests of the Debtors' estates.

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


NATIONAL BENEVOLENT: Panel Taps Moore Diversified as Accountants
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of The National Benevolent Association of the Christian
Church, wants to employ Moore Diversified Services, Inc., as its
consultants, nunc pro tunc to March 10, 2004

Moore Diversified has been providing services to the Committee
since March 10, 2004.  The Committee asks the approval of the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division that they need to employ Moore Diversified, specifically,
to:

   a. give advice, counsel and overall consulting services
      regarding marketing programs and financial results and
      prospects in continuing care retirement communities (CCRCs);

   b. provide testimony regarding entrance fees and marketing
      programs in CCRCs; and

   c. review and consultation regarding CCRC valuation.

Jim Moore, President of Moore Diversified, reports that the firm
will bill $300 per hour for its services.

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: Agrees To Allow Amedisys' $7,339,584 Claim
------------------------------------------------------------
In April 2003, Amedisys, Inc., filed Claim Nos. 368, 369 and 370
against the National Century Financial Enterprises, Inc. Debtors
in contingent and unliquidated amounts.  Amedisys also asserted
claims against the Debtors in an adversary proceeding.

To resolve their dispute, the Debtors and Amedisys entered into a
Court-approved stipulation:

   (a) The Amedisys Claims are allowed solely for purposes of
       voting to accept or reject the Plan:

          (i) Amedisys will have an allowed claim for $3,500,000
              in Class C-4 Other Secured Claims, in respect of
              its alleged set-off rights; and

         (ii) Amedisys will have an allowed claim for $3,839,584
              in Class C-6 General Unsecured Claims; and

   (b) In the event, as a result of the Amedisys Adversary
       Proceeding or any other proceeding, it is determined that
       Amedisys has set-off rights, to that extent Amedisys will
       be deemed to hold an Allowed Claim in Class C-4 that will
       be subject to satisfaction through the exercise of the
       set-off rights as the Court may have then determined exist
       in favor of Amedisys.  Otherwise, the parties fully
       reserve their rights to assert that Amedisys Claims be
       allowed in different amounts, disallowed in their entirety
       or classified in different Classes pursuant to the Plan.

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)


NEP INC: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to NEP Inc.

Standard & Poor's also assigned 'B+' ratings and recovery ratings
of '4' to NEP subsidiary NEP Supershooters L.P.'s proposed $20
million first lien revolving credit facility and $140 million
first lien term loan, indicating expectations of a marginal (25%-
50%) recovery of principal in the event of default. At the same
time, a 'B-' rating and a recovery rating of '5' were assigned to
the proposed $35 million second lien term loan facility,
indicating expectations of a negligible (0%-25%) recovery of
principal in the event of default. Borrowings under the proposed
facilities are expected to be used to help fund the purchase of
NEP. The outlook is negative.
     
The Pittsburgh, Pa.-based national provider of outsourced media
services  for the delivery of live and broadcast sports and
entertainment events had pro forma total debt outstanding of
approximately $181 million at April 30, 2004.
     
"The rating on NEP reflects its small cash flow base relative to
its debt burden, cash flow concentration in the mobile television
production business, potential volatility stemming from contract
gains and losses, and a limited track record of operating
performance given that two of NEP's three businesses units were
acquired since the second half of 2002," said Standard & Poor's
credit analyst Alyse Michaelson.  These factors are partially
offset by the good competitive positions of NEP's businesses,
their decent margins, and good conversion of EBITDA into
discretionary cash flow.
     
The negative outlook underscores concerns about the limited debt
capacity at the 'B+' rating level to absorb EBITDA shortfalls.  
Additional uncertainty relates to revenue trends in the
intermediate term.  Maintaining compliance with financial
covenants that are expected to tighten towards the end of 2005
will depend on management's execution of its business plan and the
company's ability to generate free cash flow that can be used to
pay down debt.


NORTEL NETWORKS: Export Development Agrees to Waive Unit's Default
------------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced that its
principal operating subsidiary, Nortel Networks Limited (NNL), has
obtained a new waiver from Export Development Canada of certain
defaults under the EDC performance-related support facility
related to the delay by NNL in meeting its filing obligations with
the U.S. Securities and Exchange Commission.

With the prior waiver obtained on March 29, 2004, scheduled to
expire on Saturday, May 29, 2004, NNL has obtained a new waiver
from EDC that during the waiver period maintains the existing
uncommitted support available under the EDC Support Facility and
reclassifies the previously committed portion of the EDC Support
Facility as uncommitted support.

The EDC Support Facility provides up to US$750 million in support
of which, prior to the new waiver, US$300 million was for
committed support and, as of May 28, 2004, approximately US$105
million of such committed support was unused. As of May 28, 2004,
there was approximately US$328 million of outstanding support
utilized under the EDC Support Facility.

The waiver will remain in effect until the earliest of certain
events including:

   -- the date on which both NNL and the Company have filed their
      respective 2003 Annual Reports on Form 10-K and the Q1 2004
      Quarterly Reports on Form 10-Q with the SEC;

   -- Aug. 30, 2004; or

   -- at the election of EDC and on no less than one and no more
      than three business days' written notice to NNL, July 30,
      2004.

The waiver also applies to certain other breaches by NNL which
have arisen or may arise under the EDC Support Facility in
relation to the delayed filings and the planned restatements and
revisions to 2003 and prior year financial results.

There can be no assurance that EDC will provide any additional
support under the uncommitted EDC Support Facility.
Notwithstanding the new waiver, the Company and NNL are providing
no assurance that they will file their respective 2003 Annual
Reports and First Quarter Reports within the waiver period or, if
they fail to do so, that NNL would receive any further waivers or
any extensions of the waiver beyond its scheduled expiry date. If
the waiver announced today were terminated or expired prior to the
filing of such Annual Reports and First Quarter Reports, EDC would
have the right at such time to require NNL to cash collateralize
the support outstanding under the EDC Support Facility and to
exercise its rights against the collateral under NNL's related
security agreements.

                  About Nortel Networks

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

                       *   *   *

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

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


OMI CORP: Proposed Stelmar Merger Prompts S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB' corporate credit rating, on OMI Corporation on
CreditWatch with negative implications.

The CreditWatch placement follows OMI's May 17, 2004, proposal to
merge with Stelmar Shipping Ltd. OMI has offered Stelmar
shareholders approximately 3.1 shares of OMI stock for each share
of Stelmar stock, valuing the transaction at approximately $560
million. The offer would give the current Stelmar shareholders
40.5% of the combined company, to be named OMI-Stelmar Corp.,
based on an all-stock transaction. However, Stelmar's shareholders
may have the option to receive up to 25% of the offer price in
cash, limited to $175 million. No definitive agreement has yet
been reached on the potential transaction, and the proposed terms
could change.

"OMI Corporation's merger with Athens, Greece-based Stelmar
Shipping will approximately double the company's debt burden,
particularly if a portion of the purchase price is paid in cash,
resulting in a somewhat weaker credit profile," said Standard &
Poor's credit analyst Kenneth L. Farer. "However, the transaction
increases the company's fleet size significantly with a high
proportion of fixed-rate time charters, which generate stable
revenues and cash flow."

Standard & Poor's will meet with management and assess the
potential benefits, risks, and financial effects of the proposed
transaction to resolve the CreditWatch. Stamford, Conn.-based OMI
had $612 million of lease-adjusted debt at March 31, 2004.
     
Like OMI, Stelmar operates 35 vessels, transporting refined
petroleum products and crude oil. According to public filings,
Stelmar had total revenues of $172 million and net income of $39
million in 2003. Operating margins after depreciation were over
60% and EBITDA interest coverage was almost 6.0x. However, the
company had over $500 million in debt at year-end, resulting in
debt to capital of almost 60% and debt to EBITDA of approximately
5.0x, higher total outstanding debt levels and leverage than those
of OMI. The combined company would operate a fleet of 73 vessels,
the majority of which are double-hulled, with 11 additional
vessels under construction. Combined, the two companies would have
had revenues of $491 million in 2003.
     
Ratings on OMI Corporation reflect the company's significant, but
carefully managed, exposure to the volatile tanker spot markets,
an active new vessel construction program, and participation in
the competitive, volatile, highly fragmented, and fixed-capital-
intensive bulk ocean shipping industry. These negative factors are
partly offset by OMI's favorable business position as a leading
Suezmax and Product tanker operator with strong market share in
the Caribbean, Black Sea, and Mediterranean Sea. In addition, the
company's average vessel age is young compared to the world fleet.
     

PACIFIC GAS: Court Issues Opinion On CPUC Holding Company Clause
----------------------------------------------------------------
On May 21, 2004, the California Court of Appeal for the First
Appellate District in San Francisco issued an opinion finding
that:

   (a) the California Public Utilities Commission has limited
       jurisdiction over the parent holding companies of the
       California investor-owned electric utilities to enforce
       various conditions imposed by the CPUC when the CPUC
       authorized the formation of the holding companies; and

   (b) the CPUC's interim opinion -- adopted on January 9, 2002
       after the formation of the holding companies --
       interpreting one of these conditions, the capital
       requirements condition, was not ripe for review by the
       appellate court.

The Appellate Court said that since the CPUC had not yet claimed
that any of the holding companies had violated the capital
requirements condition, there was no set of facts before the
Appellate Court that raised the issue of whether the CPUC's
interpretation was valid.

Linda Y.H. Cheng, Pacific Gas and Electric Company Corporate
Secretary, tells the Securities and Exchange Commission that the
capital requirements condition provides that the capital
requirements of the utility, as determined to be necessary and
prudent to meet the utility's obligation to serve or to operate
the utility in a prudent and efficient manner, must be given
first priority by the parent holding company.  On January 9,
2002, the CPUC decided that the capital requirements condition,
at least under certain circumstances, includes the requirement
that each of the holding companies "infuse the utility with all
types of capital necessary for the utility to fulfill its
obligation to serve."  The three major California investor-owned
electric utilities and their parent holding companies filed
petitions for review of this broader interpretation as being
inconsistent with the prior understanding of that condition as
applying only to maintaining a certain level of capital
expenditure or equity investment in the utilities' plant and
equipment.

Also on January 9, 2002, the CPUC asserted that it maintains
jurisdiction to enforce the conditions against PG&E Corporation
and similar holding companies.  Nevertheless, the CPUC dismissed
PG&E Corp. -- without prejudice -- from its investigation,
initiated in 2001, into whether the California investor-owned
electric utilities, including Pacific Gas and Electric Company,
have complied with the holding company conditions, noting that
the issue of whether the Utility's original reorganization plan
under Chapter 11 by which the Utility proposed to disaggregate
its businesses would violate the CPUC's new interpretation of the
capital requirements condition would be resolved in the
"appropriate judicial forums."  The next day, on January 10,
2002, the California Attorney General filed a complaint against
PG&E Corp., alleging, among other claims, that the Utility's
original Plan and past transfers of money from the Utility to
PG&E Corp., and allegedly from PG&E Corp. to its other
affiliates, violated various conditions, including the capital
requirements condition as interpreted by the CPUC the day before.  
Similar complaints were filed against PG&E Corp. by the City and
County of San Francisco and a private plaintiff.

Among other requests, the Attorney General seeks civil penalties
of $2,500 per violation against each defendant for a total
penalty of not less than $500 million and restitution of assets
allegedly wrongfully transferred to PG&E Corp. from the Utility.  
In October 2003, the U.S. District Court for the Northern
District of California found that the Attorney General's and San
Francisco's restitution claims belonged to the Utility and were
subject to the Bankruptcy Court's jurisdiction.  The District
Court also determined that the Attorney General's civil penalty
and injunctive relief claims could be resolved in state court.  
The Attorney General and San Francisco have appealed the District
Court's ruling.

In connection with the implementation of the Utility's Plan on
April 12, 2004, the Utility released PG&E Corp. and its directors
from any claims that it might have had for restitution.  The
Bankruptcy Court's order confirming the Plan provides that the
Attorney General's claims for civil penalties and injunctive
relief were not released in connection with implementation of the
Plan.  "PG&E Corp. believes that the applicable calculation
methodology for civil penalties, if any violations were found,
would not result in a material adverse effect on its financial
condition or results of operations," Ms. Cheng says.  In
addition, because the CPUC has agreed to release all claims
against PG&E Corp. and the Utility related to past holding
company actions during the energy crisis, PG&E Corp. believes
that the effect of the appellate court's opinion on the pending
CPUC investigation into actions by the California investor-owned
utilities and the other parent companies during the energy crisis
would not result in a material adverse effect on PG&E Corp.'s
financial condition or results of operations.

Although PG&E Corp. was dismissed from the CPUC's investigation,
Ms. Cheng says, it joined with the two other parent holding
companies in petitioning the appellate court for review of the
CPUC's assertion of jurisdiction over them in the investigation.  
Under the December 2003 settlement agreement entered into among
the CPUC, PG&E Corp., and the Utility to resolve the Utility's
Chapter 11 proceeding, the CPUC agreed that, once the CPUC
approval of the settlement agreement is no longer subject to
appeal, it will release all claims against PG&E Corp. and the
Utility related to past holding company actions during the
California energy crisis.

According to Ms. Cheng, PG&E Corp. has 40 days in which to
determine whether it will appeal the decision to the California
Supreme Court.  PG&E Corp. is unable to predict how the CPUC will
seek to enforce the holding company conditions in the future with
respect to PG&E Corp. and what effect the enforcement will have
on PG&E Corp.'s cash flow, results of operations, or financial
condition.

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 GROUP: Perry's Ice And Friendship Dairies Want Examiner
----------------------------------------------------------------
Friendship Dairies, Inc., and Perry's Ice Cream Company, Inc.,
ask the Court to appoint an examiner under Section 1104(c) of the
Bankruptcy Code in the cases of Parmalat USA Corporation and
Farmland Dairies, LLC.

Friendship and Perry's want the examiner to investigate the
Parmalat collapse, its causes and history, and how the pre-2004
affairs of Parmalat may have involved transactions designed to
strip assets from the U.S. Debtors.  The examiner should also
investigate any potential mismanagement of the Debtors before
2004, including possible interference with the U.S. management by
other Parmalat group companies' officers or directors.  This
inquiry should focus on how and if the apparent improprieties
throughout the Parmalat group may have involved the U.S. Debtors,
their assets or their management, and how these alleged misdeeds
may have damaged the Debtors' estates and their creditors.

According to William M. Hawkins, Esq., at Phillips Lytle, LLP, in
New York, Friendship and Perry's are parties-in-interest to the
U.S. Debtors' cases as contemplated by Section 1104(c).  

Friendship holds prepetition claims against the Debtors totaling
approximately $15,000.  Friendship supplied dairy products and
their packaging to the Debtors.

Perry's purchased raw materials and packaging from the U.S.
Debtors, and produced ice cream half-gallons and novelties for
them pursuant to a prepetition agreement.  Before the Petition
Date, Perry's brought a lawsuit before the Supreme Court of the
State of New York, County of Erie, against the Debtors for
monetary damages in the principal sum of $330,000.  Perry's
alleged that the Debtors failed to pay invoices for its services
and the ice cream products it delivered.  The lawsuit remains
pending.

In a Chapter 11 case where no trustee has been appointed, Section
1104(c)(2) requires the appointment of an examiner on the request
of a party-in-interest if "the debtor's fixed, liquidated,
unsecured debts, other than debts for goods, services, or taxes,
or owing to an insider, exceed $5,000,000."

Mr. Hawkins notes that Parmalat USA has listed Comerica, Banca di
Roma and Banca Intesa SpA, three banks with no "insider" status,
as being owed more than $20,000,000 on an unsecured basis as of
the Petition Date, all arising from "bank loans."  The Court has
not appointed a trustee in the U.S. Debtors' cases.

But beyond the mandatory examiner appointment triggered by
Section 1104(c)(2), Mr. Hawkins contends that the circumstances
in the U.S. Debtors' cases merit an examiner's appointment:

   (a) On-going investigations have led prosecutors in Italy to
       accuse Parmalat's pre-2004 management and consultants of
       financial and investment manipulations involving the
       group's world-wide companies.  How did these alleged
       violations of fiduciary duties, criminal laws, and
       creditors' rights affect the U.S. Debtors' assets and
       creditors?

   (b) The recent report by the Milan prosecutors' expert,
       Stefania Chiaruttini, purports to show that Parmalat had
       $17,000,000,000 in debts as of September, 2003, which were
       generated by consistent losses since at least 1990.  There
       was no profit in all those years, Chiaruttini concludes,
       despite Parmalat's consistent audits and reports during
       those years showing profits had been achieved.  At least
       EUR3,260,000,000 went to acquisitions by Parmalat during
       this period, while not less than EUR926,000,000 went to
       the Tanzi family's personal enrichment, according to the
       Chiaruttini report.  Were assets of the U.S. Debtors, or
       that should have belonged to the Debtors, transferred,
       wasted, mismanaged, taken, or otherwise removed or
       withheld from the Debtors to support and fund these
       alleged losses, and the apparent fraudulent schemes that
       hid them?

   (c) The Italian prosecutors' March 2004 indictment of 29
       people and three companies for their roles in the alleged
       looting of Parmalat, together with continuous
       announcements of other investigation targets, raise a
       profound concern -- were these U.S. Debtors' estates
       subject to the asset stripping and frauds allegedly
       perpetrated over the last 13 years, or to the alleged
       cover-ups of these crimes?

Friendship and Perry's also ask Judge Drain to grant the
examiner:

   1) authority to protect any documents or other evidence, which
      may still exist concerning the collapse; and

   2) a mandate to investigate how and if, at any time, any
      person improperly sought to destroy any evidence or
      otherwise cover-up the misdeeds and improprieties that
      allegedly plagued Parmalat's -- and, possibly, the U.S.
      Debtors' -- history.

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)   


PILLOWTEX CORP: Creditors' Committee Taps Trenwith as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Court's
authority to retain Trenwith Securities, LLC, as investment
banker and advisor, nunc pro tunc to May 1, 2004.

The Committee, in conjunction with the Pillowtex Corporation
Debtors, is considering a range of strategic alternatives to
maximize the realizable value of the estate's assets.  The
strategic alternatives include joint venture and other forms of
equity ownership sharing.

The Debtors anticipate a significant amount of net operating loss
after a restructuring of its business pursuant to the Court's
confirmation of at least one of the Debtors' plan of
reorganization.  The Debtors, therefore, are in a position to
absorb taxable income from any joint venture without
contemporaneous cash distributions.  Consequently, after-tax cash
flows of any venture maybe improved during its initial period.

The Committee specifically wants an experienced joint venture
partner with financial resources and a financial investor to work
in the development of certain of the Debtors' real property and
improvements in Kannapolis, North Carolina, and the exploration
of other business opportunities.  William J. Burnett, Esq., at
Blank Rome, LLP, in Wilmington, Delaware, explains that Trenwith
will be providing investment banking and related advisory
services in connection with identifying a potential Partner or
Investor, and in assisting with related negotiations.  Trenwith
will:

   (a) identify and contact persons or entities who are, or may
       become interested in being Partners or Investors;

   (b) distribute marketing materials to potential Partners or
       Investors, whether solicited or not;

   (c) assist with the due diligence process with potential
       Partners or Investors through the transaction process, and
       closing with the successful Partner or Investors;

   (d) assist and advise the Committee and the Debtors of the
       relative merits of alternative transactions or proposals
       submitted by potential Partners and Investors, or
       otherwise in connection with the Development Project; and

   (e) when necessary, provide testimony in Court on behalf of
       the Committee and the Debtors.

The Committee believes that Trenwith possesses sufficient
expertise, and is well qualified to act as investment banker and
advisor in the Debtors' cases.  According to Mr. Burnett, crucial
to the success of the Development Project is the retention of the
an investment banking firm such as Trenwith to pursue
aggressively the Development Project's marketing efforts.

Pursuant to an engagement letter, Trenwith would be entitled to:

   * a $100,000 advisory fee for the first two months of services
     rendered starting May 1, 2004; and

   * a success fee of up to $200,000, payable upon a closing on a
     Development Project and confirmation of a plan of
     reorganization.

The Engagement Letter lists previously contacted potential
developers and Investors:

   -- Silver Point Capital;

   -- Oaktree Capital;

   -- Gibbs International;

   -- Atlantic American;

   -- Lingerfelt Association;

   -- Welton Properties and Rex Welton's associated companies;
      and

   -- W.L. Ross and associated companies.

If the Committee and the Debtors engage in a Development Project
with any of the Previously Contacted Developers and Investors,
Trenwith would be entitled to a $160,000 Transaction Fee rather
than a $200,000 Fee.  The Committee believes that the proposed
fee structure is fair, reasonable and appropriately structured to
motivate Trenwith to work to complete the Development Project.

Mr. Burnett clarifies that the Committee's previous employment of
Trenwith in connection with the sale of the assets to GGST, LLC,
has been terminated, and Trenwith has received all fees owed
pursuant to that engagement.

Ron E. Ainsworth, Trenwith's Managing Director, assures the Court
that while the Committee retains Trenwith with respect to the
Development Project, it will not represent any other entity in
any capacity in connection with these cases.  In addition,
Trenwith does not have any interest adverse to the Committee or
the Debtors' estate, and is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code.

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)    


QUEBEC CENTER LTD: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Quebec Center Ltd.
        3625 Northwest Centre Drive
        Fort Worth, Texas 76135

Bankruptcy Case No.: 04-45332

Chapter 11 Petition Date: May 28, 2004

Court: Northern District of Texas (Ft. Worth)

Debtor's Counsel: Thomas Craig Sheils, Esq.
                  Sheils, Winnubst, Sanford & Bethune
                  1100 Atrium II
                  1701 North Collins Boulevard
                  Richardson, TX 75080-1339
                  Tel: 972-644-8181

Total Assets: $5,010,779

Total Debts:  $4,845,022

Debtor's 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
SMIC Ltd.                                $1,720,280
17300 N. Dallas Pkwy., #2040
Dallas, TX 75248

1893 Joint Venture                         $652,520
17300 N. Dallas Pkwy., #2040
Dallas, TX 75248

Walker & England                            $14,000

Brusniak McCool & Blackwell, P.C.            $6,000

Area Surveying, Inc.                         $4,000

Hebert Construction Services                 $2,500


RENAL CARE: Completes National Nephrology Acquisition for $345MM
----------------------------------------------------------------
On April 2, 2004, Renal Care Group, Inc. completed its acquisition
of National Nephrology Associates, Inc. in accordance with the
terms and conditions of the Agreement and Plan of Merger dated
February 2, 2004, between Renal Care Group, Titan Merger
Subsidiary, Inc., a wholly-owned subsidiary of Renal Care Group,
NNA and certain of the equity holders of NNA.

Pursuant to the Merger Agreement, Merger Sub was merged with and
into NNA and NNA became a wholly-owned subsidiary of Renal Care
Group. The aggregate merger consideration paid by Renal Care Group
for NNA was approximately $345 million, which included a cash
payment of approximately $167 million to NNA's equity holders and
the assumption by Renal Care Group of NNA's outstanding debt,
including its $160 million of 9% senior subordinated notes due
2011, and other indebtedness, including capital leases. The merger
consideration was determined by arm's length negotiations among
the parties and the cash amount of the merger consideration was
financed with borrowings under a credit facility entered into by
Renal Care Group in February 2004 and cash on hand.

Prior to the Merger, approximately 64% of the outstanding capital
stock of NNA was owned by J.W. Childs Equity Partners II, L.P. and
certain other entities and persons related to JWC. According to
Renal Care Group, prior to the Merger, no material relationships
existed between the JWC Stockholders and Renal Care Group, any
affiliate of Renal Care Group, any director or officer of Renal
Care Group or any associate of any such director or officer.

Prior to the Merger, NNA provided renal dialysis services and
supplies to approximately 5,600 patients and 87 outpatient
dialysis facilities in 15 states, as well as acute dialysis
services at approximately 55 hospitals. Renal Care Group intends
to continue the business of NNA and will now serve almost 28,000
patients at over 370 facilities in 30 states, in addition to
providing acute dialysis services at more than 175 hospitals.

                      *   *   *

As reported in the Troubled Company Reporter's April 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
corporate credit and 'B' subordinated debt ratings to the
Nashville, Tennessee-based dialysis provider Renal Care Group
Inc., following the company's $345 million acquisition of National
Nephrology Associates Inc., another Nashville-based dialysis
provider.

At the same time, Standard & Poor's withdrew its corporate credit
rating on National Nephrology and raised its rating on National
Nephrology's existing $160 million 9% subordinated notes due in
2011 to 'B' from 'B-'. Renal Care is expected to initiate an
exchange offer that will subsequently change the obligor name on
the notes from National Nephrology to Renal Care. National
Nephrology's ratings have also been removed from CreditWatch,
where they were placed Feb. 2, 2004, when Renal Care announced it
would acquire the firm.

The rating outlook is positive, reflecting that Standard & Poor's
could raise Renal Care's ratings within a couple of years if the
company strengthens its financial profile to build additional
insulation against competitive risks. Standard & Poor's will also
monitor how aggressively Renal Care pursues new investments and
share repurchases, actions that could create operating pressures
and strain financial resources.


RICA FOODS: Second Quarter Net Loss Widens to $1.2 Million
----------------------------------------------------------
Rica Foods, Inc. (Amex: RCF) announced its results of operations
for the second fiscal quarter of the fiscal year ending September
30, 2004.

The Company's business primarily involves the production and
marketing of poultry products and animal feed and the operation of
quick service fried chicken restaurants. The Company's two wholly-
owned subsidiaries, As de Oros, S.A. and Pipasa, S.A., through
which the Company's operations are principally conducted,
distribute these products throughout Costa Rica and export mostly
within Central America.

Results of operations for the three months ended March 31, 2004
compared to the three months ended March 31, 2003.

For the three months ended March 31, 2004, the Company generated
net loss applicable to common stockholders of $1,206,394 ($0.09
basic loss per share), compared to a net loss applicable to common
stockholders of $741,840 ($0.06 basic loss per share) for the
three months ended March 31, 2003.

For the three months ended March 31, 2004, net sales and cost of
sales increased by 7.9% and 13.1%, respectively. The increase in
sales is primarily attributable to increases in sales in the
exports, by-products and others segment, which increase was
partially offset by a decrease in sales in the broiler segment.

The increase in the cost of sales was primarily the result of the
overall increase in sales and increases in the costs of raw
material, such as corn and soybean meal which make up
approximately 60% of the total cost of raw material, in addition
to the shipping costs associated with obtaining such raw material.
For the three months ended March 31, 2004, the cost of corn and
soybean meal increased by approximately 12% and 51%, respectively,
when compared to the purchase price of such products for the three
months ended March 31, 2003. Cost of sales was a greater
percentage of sales for the quarter ended March 31, 2004 (74.8%)
as compared to the quarter ended March 31, 2003 (71.2%) also
primarily due to the increased cost of imported raw
material.

The Company uses segment profit (loss) margin information to
analyze segment performance, which is defined as the ratio between
the income or loss from operations associated with a segment and
the net sales associated with the subject segment.

Broiler sales decreased by 5.4% for the fiscal quarter ended
March 31, 2004 when compared with the fiscal quarter ended
March 31, 2003, primarily due to an increase in discounts provided
to the Company's broiler customers. The volume of broiler products
sold did not vary significantly, decreasing by 0.9%, which the
Company believes is indicative of a reversal of the decreased
volume trend of broiler product sales experienced by the Company
in recent years. The profit margin for this segment decreased from
20.6% to 12.9%, primarily due to an increase in the cost of
imported raw material.

Animal feed sales increased by 4.2% for the fiscal quarter ended
March 31, 2004 when compared with the fiscal quarter ended March
31, 2003, mainly attributable to an increase in prices and an
increase in the sales of pet food brands, mainly due to the
addition of new distribution channels. However, overall volume of
animal feed sales decreased by 6.7% mainly due to a decrease in
the sale of certain of the Company's less expensive commercial
animal feed brands, which was partially offset by increases in the
sales of pet food products. The profit margin for the animal feed
segment decreased slightly from 8.0% to 7.4%, primarily as a
result of an increase in the costs of imported raw material, which
was partially offset by variations in the sales
mix to more profitable products.

By-products sales increased by 18.5% for the fiscal quarter ended
March 31, 2004 when compared with the fiscal quarter ended March
31, 2003, mainly due to an increase in the volume of by-product
sales by 15.8%. The profit margin for by-products increased from
8.6% to 9.9%, mainly due to an increase in sales of products with
higher profit margins, which was partially offset bythe increase
in costs of imported raw material.

Export sales increased by 80.2% for the fiscal quarter ended
March 31, 2004 when compared with the fiscal quarter ended
March 31, 2003, mainly due to an increase in the number of pet
food and commercial animal feed customers in Central America. In
addition, in November 2003, the government of Honduras lifted its
restriction on the import of poultry-related products which had
been in place since March 2002 and the Company has once again
initiated exporting poultry-related products to Honduras. Profit
margin increased from 15.4% to 18.8%, mainly due to a variation in
the product mix to more profitable products, partially offset by
an increase in the cost of imported raw material.

Quick service sales increased by 16.5% for the fiscal quarter
ended March 31, 2004 when compared with the fiscal quarter ended
March 31, 2003, mainly due to an increase in prices and increased
marketing efforts of the Company. This segment's profit margin
increased from 2.1% to 11.9%, mainly as a result of an increase in
the sales price for quick-service products.

Sales for the other products segment increased by 45.2% for the
fiscal quarter ended March 31, 2004 when compared with the fiscal
quarter ended March 31, 2003, mainly due to an increase in the
sale of commercial eggs. This segment's profit margin increased
from a loss margin of 4.9% to a positive margin of 8.0%, mainly
due to an increase in sales prices.

Operating expenses decreased by 3.6% or $289,450 for the three
months ended March 31, 2004 when compared to the three months
ended March 31, 2003.

For the three months ended March 31, 2004, selling expenses did
not vary significantly, decreasing by $63,355 or 1.3%, when
compared to the three months ended March 31, 2003. For the three
months ended March 31, 2004, general and administrative expenses
decreased by $226,095, or 6.7% when compared to the three months
ended March 31, 2003. This decrease in general and administrative
expenses is mainly due to a reduction in the Company's rental
expenses and a decrease in depreciation and amortization expenses.
Operating expenses represented 23.41% and 26.29% of net sales for
the three months ended March 31, 2004 and 2003, respectively.

As part of pay-roll related charges to the government of Costa
Rica, the subsidiaries of the Company, are required to pay to the
Instituto Nacional de Aprendizaje ("INA"), a Costa Rican
Government institution, a monthly charge which is calculated by
multiplying the subsidiaries' total payroll by a percentage
determined based upon the classification given to the Company's
operational activities (the "Percentage"). Since 1993, pursuant to
a law enacted by the Costa Rican Congress, the Ministry of
Agriculture has classified the Company's operational activities as
agricultural in nature.

However, in December 2003, the Company received an administrative
petition from the INA, indicating that, in accordance with article
19 of an administrative decree of the INA, for purposes of
determining the Percentage, the INA believes the Company's
operational activities should be classified as industrial in
nature rather than agricultural in nature, and accordingly, should
have been applying the Percentage applicable to industrial
companies when calculating the INA Charge, instead of the
Percentage applicable to agricultural companies. The applicable
Percentage for agricultural companies is 0.5% while the applicable
Percentage for industrial companies is 2%.

The Company has objected to the INA Petition and is currently
considering filing a claim with the Costa Rican Constitutional
Supreme Court challenging the constitutionality of the article 19
of the Administrative Decree. As there can be no assurances
regarding the outcome of any claim the Company may file with the
Court, for the three months ended March 31, 2004, the company has
recorded a provision in the amount of $416,380 which the Company
believes to be management's most reasonable estimate of the amount
the Company would be required to pay in the event it was required
to comply with the INA Petition based on an analysis of the
subsidiaries' payroll. However, the Company believes that the
amount of he Company's liability in the event of
an unfavorable outcome may be as large as $1 million. In addition
to the provision, the Company has also recorded a deferred tax
benefit in the amount of $124,914 related to the INA Charge.

Other expenses increased by 39.3% for the three months ended
March 31, 2004, when compared to the three months ended March 31,
2003, primarily as a result of a decrease in interest income and
the provision of the INA Charge.

The Company's provision for income tax benefit was $169,647 for
the three months ended March 31, 2004, compared to an income tax
expense of $63,798 for the three months ended March 31, 2003,
mainly due to a downward revision of the estimated income tax for
the three months ended December 31, 2003 in addition to an
increase in deferred income tax benefit related to the provision
recorded for the INA Charge. The revision of the estimated income
tax from prior quarter is primarily due to a decrease in taxable
income for fiscal year 2004. Effective rates for the fiscal
quarters ended March 31, 2004 and 2003 were 12.7% and -10.14%,
respectively.

Results of operations for the six months ended March 31, 2004
compared to the six months ended March 31, 2003.

For the six months ended March 31, 2004, the Company generated net
loss applicable to common stockholders of $1,043,149 ($0.08 basic
loss per share), compared to a net income applicable to common
stockholders of $313,697 ($0.03 basic earnings per share) for the
six months ended March 31, 2003.

For the six months ended March 31, 2004, net sales increased by
0.9% or $623,212 and cost of sales increased by 5.86% or
$2,677,314 when compared to the six months ended March 31, 2003.
The increase in overall sales is primarily attributable to an
increase in the sales in the exports and others segments,
partially offset by a decrease in sales in the broiler segment.
For the six months ended March 31, 2004, the cost of imported corn
and soybean meal increased by approximately 10% and 44%,
respectively, when compared to the cost of such materials for the
six months ended March 31, 2003. Cost of sales was a greater
percentage of sales for the six months ended March 31, 2004
(72.6%) as compared to the six months ended March 31, 2003 (69.2%)
primarily due to increases in the costs of imported raw material.

Broiler sales decreased by 6.7% for the six months ended March 31,
2004 when compared with the six months ended March 31, 2003,
primarily due to an increase in sales discounts provided to the
Company's broiler customers and a decrease in the volume of
broiler sales by approximately 3.0%, which the Company believes is
indicative of a reversal of the decreased volume trend of broiler
product sales experienced by the Company in recent years. The
profit margin for this segment decreased from 22.7% to 14.7%,
primarily due to an increase in the cost of imported raw material.

Animal feed sales did not vary significantly, decreasing 1.25% for
the six months ended March 31, 2004 when compared with the six
months ended March 31, 2003. However the volume of animal feed
sales decreased by 10.7% mainly due to a decrease in the sale of
certain of the Company's less expensive commercial animal feed
brands, which was partially offset by increases in the sales of
pet food products. The profit margin for animal feed increased
slightly from 9.3% to 10.0%, primarily as a result of an increase
in sales prices and variations in the sales mix to more profitable
products, offset by an increase in the costs of imported raw
material.

By-products sales decreased by 4.4% for the six months ended
March 31, 2004 when compared with the six months ended March 31,
2003, mainly due to a decrease in volume of 9.2%. The profit
margin for by-products increased from 13.4% to 14.5%, mainly due
to an increase in sale of products with higher profitability,
partially offset by the increase in costs of imported raw
material.

Export sales increased by 47.2% for the six months ended
March 31, 2004 when compared with the six months ended
March 31, 2003, mainly due to an increase in the number of fertile
egg, pet food and commercial animal feed customers in Central
America. In addition, in November 2003, the government of Honduras
lifted its restriction on the import of poultry-related products
which had been in place since March 2002 and the Company has once
again initiated exporting poultry-related products to Honduras.
Profit margin increased from 15.3% to 19.4%, mainly due to a
variation in the product mix to more profitable products,
partially offset by an increase in the cost of imported raw
material.

Quick service sales increased by 6.9% for the six months ended
March 31, 2004 when compared with the six months ended March 31,
2003 mainly due to an increase in sales prices and marketing
efforts. This segment's profit margin increased from 5.8% to
13.0%, mainly as a result of an increase in the sales price for
quick-service products.

Sales for the other products segment increased by 36.5% for the
six months ended March 31, 2004 when compared with the six months
ended March 31, 2003, mainly due to an increase in the sale of
commercial eggs. This segment's profit margin increased from 5.8%
to 10.2%, mainly due to an increase in sales prices.

Operating expenses decreased by 4.3% or $706,150 for the six
months ended March 31, 2004 when compared to the six months ended
March 31, 2003. For the six months ended March 31, 2004, selling
expenses decreased by 4.8% or $466,867, when compared to the six
months ended March 31, 2003. This decrease in mainly due to a
reduction in the Company's vehicle leasing expenditures as a
result of the company's purchase of distribution trucks and a
decrease in expenditures related to the renting of frozen storage
containers as a result of a decrease in the Company's broiler
inventory levels. For the six months ended March 31, 2004, general
and administrative expenses decreased by 3.6% or $239,283 when
compared to the six months ended March 31, 2003. This decrease in
general and administrative expenses is mainly due to a reduction
in the Company's rental expenses. and a decrease in depreciation
and amortization expenses. Operating expenses represented 23.68%
and 25.02% of net sales for the six months ended March 31, 2004
and 2003, respectively.

Other expenses increased by 23.79% for the six months ended
March 31, 2004, when compared to the six months ended March 31,
2003, primarily as a result of an decrease in interest income and
the recognition of a pretax charge of $416,000 to provision for
the INA Charge during the three months ended March 31, 2004.

The Company's provision for income tax benefit was $72,374 for the
six months ended March 31, 2004, compared to an income tax expense
of $567,959 for the six months ended March 31, 2003, mainly due to
an increase in deferred income tax benefit related to the
provision recorded for the INA Charge. Effective rates for the six
months ended March 31, 2004 and 2003 were 6.98% and 57.67%,
respectively.

The Company is seeking to address its anticipated short-term
funding requirements by various means including, but not limited
to, entering into negotiations with certain of its lenders to
extend the maturity  date on the short-term indebtedness owed to
such lenders and seeking to secure long-term financing through the
private or public issuance of debt instruments. Although the
Company has entered into discussions with certain of its lenders
and a number of potential capital sources, there can be no
assurances that the Company will be successful in its efforts to
secure long-term financing on terms acceptable to the Company. The
Company's ability to maintain sufficient liquidity to meet its
short-term cash needs is highly dependent on achieving these
initiatives. There is no assurances that these initiatives will be
successful and failure to successfully complete these initiatives
could have a material adverse effect on the Company's liquidity
and operations, and could require the Company to consider
alternative measures, including, but not limited to, the deferral
of planned capital expenditures and the further reduction of
discretionary spending.

                    About Rica Foods

The Company's operations are largely conducted through its 100%
owned subsidiaries, Corporacion Pipasa, S.A. and subsidiaries and
Corporacion As de Oros, S.A. and subsidiaries. The Company's
subsidiaries' primary business is derived from the production and
sale of broiler chickens, processed chicken, beef and pork by-
products, commercial eggs, and premixed feed and concentrate for
livestock and domestic animals. The Company's subsidiaries own 97
urban and rural outlets throughout Costa Rica, three modern
processing plants and four animal feed plants. As de Oros also
owns and operates two chains of 28 quick service restaurants in
Costa Rica called Restaurantes As de Oros and Kokoroko. Pipasa and
As de Oros exportits products to all countries in Central America,
Colombia, Dominican Republic and Hong Kong.


SAFETY-KLEEN: Creditor Trustee Wants To Amend Trust Agreement
-------------------------------------------------------------
Oolenoy Valley Consulting LLC, represented by William H. Sudell,
Jr., Esq., at Morris Nichols Arsht & Tunnell in Wilmington,
Delaware, asks the Court to approve non-material amendments to the
Safety-Kleen Creditor Trust Agreement.

Specifically, the Trustee wants to amend the Trust Agreement to:

       (1) clarify the Agreement to provide that notice of
           certain matters may be given to Trust beneficiaries
           through publication on the Trust's Web site, or by
           mail upon written request of a beneficiary; and

       (2) consolidate the 2003 with the 2004 annual reporting
           requirements.

The purpose of these amendments is to reduce possible expenses
related to the administration of the Trust without prejudicing the
right of any interested parties, thereby benefiting the Trust and
its beneficiaries.

                             Notice

The Trust Agreement arguably requires the Trustee to provide each
beneficiary with written reports of certain information concerning
the Trust -- although the Trustee does not believe that this would
be a correct interpretation of the Trust terms.  The beneficiaries
of the Trust currently are well over 20,000.  The Trustee
estimates the cost of mailing written reports to each beneficiary
to exceed $5.00 per notice, or more than $100,000 for each
mailing.

The Trust has established and presently maintains a Web site at
http://www.safetykleencreditortrust.comthrough which information  
concerning the Trust is made available to beneficiaries.  To
reduce possible mailing costs, the Trustee proposes to amend the
Trust to clarify that reports may be made available to
beneficiaries through publication on the Web site, or by mail if a
beneficiary so requests.

                       Fiscal Consolidation

The Trust was established on December 24, 2003.  However, the
Trust had no reportable income or expenses, and no material
transactions, during the seven days of its existence at the end of
2003.  The Trust Agreement's required disclosures will be of no
material benefit to the Court or the beneficiaries.  Therefore,
the Trustee proposes to amend the Trust Agreement so it may
consolidate the disclosures required for calendar years 2003 and
2004 into a single filing due in 2005 coincident with the filing
of the Trust's 2004 federal income tax return.

A consolidated 2003/2004 filing due on the date the Trust's
federal income tax return is due would provide the Court and
beneficiaries with the same information while reducing the
expenses which would be incurred with a separate 2003 report.  It
would also allow the Trustee to make a single mailing of both the
report and the Trust's federal income tax information.

The Trustee is required to value its assets and provide this
information to the Court and the beneficiaries "as soon as
reasonably practical after the Effective Date."  The unliquidated
assets of the Trust consist primarily of lawsuits, valuation of
which is speculative at this time.  In addition, the number of
potential Trust beneficiaries is constantly changing and,
therefore, is also currently speculative.

As the Court knows, literally thousands of Trust claims are
subject to objection or reclassification.  The number of
beneficiaries with actual, bona fide claims, and the value of the
potential recovery in the Trust's lawsuits, will be known with
more precision in approximately 12 months.  As a result, any
attempt to provide a report now based on the value of the Trust
assets and the anticipated allocation of that value among Trust
beneficiaries would be speculative, and of little or no use to the
beneficiaries. (Safety-Kleen Bankruptcy News, Issue No. 78;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SCHILS AMERICA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Schils America Acquisition Corporation
        RD 2 Box 49C-1
        Susquehanna, Pennsylvania 18847

Bankruptcy Case No.: 04-22901

Chapter 11 Petition Date: May 28, 2004

Court: Eastern District of Pennsylvania (Reading)

Judge: Thomas M. Twardowski

Debtor's Counsel: Stephen M. Packman, Esq.
                  Archer and Greiner, P.C.
                  One Centennial Square
                  Haddonfield, NJ 08033-0968
                  Tel: 856-795-2121

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
------                        ---------------       ------------
Saputo Cheese USA             Trade Debt                $301,318
25 Tri-State
Int'l Off. Center, Ste. 250
Lincolnshire, IL69069

Charles Stube Co. Inc.        Trade Debt                $266,118
8116 Cazonovia Rd. #7
Manilus, NY 13104

Animix, LLC                   Trade Debt                $237,495

W.W.S., Inc.                                            $227,823

JML Sales, Inc.               Trade Debt                $104,232

Milk Specialties Company      Trade Debt                $102,888

Calfrech Corp.                Trade Debt                 $93,801

Nutrac bv                     Trade Debt                 $73,173

Northwoods Group Ltd.         Trade Debt                 $70,255

Penske Track Leasing          Trade Debt                 $63,036

Dandy Veal LLC                Trade Debt                 $46,180

Middlefield Mix, Inc.         Trade Debt                 $45,079

Fairway Dairy & Ingredients   Trade Debt                 $41,481

Brewster Cheese               Trade Debt                 $37,961

Freedom Born Specialties      Trade Debt                 $35,870

McGuire Woods LLP             Trade Debt                 $29,268

CRW Pt. Mgmt. Services        Trade Debt                 $27,367

Ethox Chemicals, LLC          Trade Debt                 $25,143

Zook Molasses Company         Trade Debt                 $21,830

United International Ind.                                $17,597


SEQUOIA MORTGAGE: Fitch Assigns Low-B Ratings to 2 2004-5 Classes
-----------------------------------------------------------------
Sequoia Mortgage Trust 2004-5 mortgage pass-through certificates,
classes A, X-1, X-2, X-B and A-R ($813,867,000) are rated 'AAA' by
Fitch Ratings.

In addition, Fitch rates class B-1 ($14,874,000) 'AA', class B-2
($8,499,000) 'A', class B-3 ($4,674,000) 'BBB', class B-4
($2,124,000) 'BB', and class B-5 ($2,124,000) 'B'. The class B-6
certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 1.75% class B-1, the 1.00% class B-
2, the 0.55% class B-3, the 0.25% privately offered class B-4, the
0.25% privately offered class B-5 and the 0.45% privately offered
class B-6 certificates. The ratings on the class B-1, B-2, B-3, B-
4, and B-5 certificates are based on their respective
subordination.

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. The ratings also reflect
the quality of the mortgage collateral, the capabilities of Wells
Fargo Bank, National Association, as Master Servicer (rated 'RMS1'
by Fitch), and Fitch's confidence in the integrity of the legal
and financial structure of the transaction.

The trust consists of two cross-collateralized groups of
adjustable rate mortgage loans, designated as group 1 loans and
group 2 loans, with an aggregate principal balance of
$849,992,547.

The group 1 loans consist of 1,708 fully amortizing 25- and 30-
year adjustable rate mortgage loans secured by first liens on one-
to four-family residential properties, with an aggregate principal
balance of $577,545,771, and a weighted average principal balance
of $338,142. All of the loans have interest-only terms of either
five or ten years, with principal and interest payments beginning
thereafter and adjusting semi-annually based on the six-month
LIBOR rate plus a margin. Morgan Stanley Dean Witter Credit
Corporation, Greenpoint Mortgage Funding, Inc., and Countrywide
Home Loans, Inc., originated 28.77%, 50.74%, and 10.72% of the
group 1 mortgage loans, respectively. The remainder of the loans
were originated by various mortgage lending institutions. The
group 1 mortgage loans have weighted average original loan-to-
value ratio (OLTV) of 69.64%, and a weighted average FICO of 731.
Second home and investor-occupied properties comprise 6.78% and
1.04% of the loans in group 1, respectively. The states with the
largest concentration of mortgage loans are California (32.09%),
Florida (10.35%), Arizona (5.73%), and Ohio (5.17%). All other
states represent less than 5% of the group 1 pool balance as of
the cut-off date.

The group 2 loans consist of 728 fully amortizing 25- and 30-year
adjustable rate mortgage loans secured by first liens on one- to
four-family residential properties, with an aggregate principal
balance of $272,446,777, and a weighted average principal balance
of $374,240. All of the loans have interest only terms of either
five or ten years, with principal and interest payments beginning
thereafter and adjusting monthly based on the one-month LIBOR rate
plus a margin (55.20% of the loan group) or semi-annually based on
the six-month LIBOR rate plus a margin (44.80% of the loan group).
Morgan Stanley Dean Witter Credit Corporation, Greenpoint Mortgage
Funding, and Countrywide Home Loans, Inc., originated 28.77%,
50.47%, and 10.72% of the group 1 mortgage loans, respectively.
The remainder of the loans were originated by various mortgage
lending institutions. The group 2 mortgage loans have a weighted
average OLTV of 69.71%, and a weighted average FICO of 730.
Rate/Term refinance and cash-out refinance loans represent 34.00%
and 28.09% of the loan pool, respectively. Second home and
investor-occupied properties comprise 11.00% and 1.37% of the
loans in group 2, respectively. The states with the largest
concentration of mortgage loans are California (30.53%), Florida
(11.34%), and Colorado (5.19%). All other states represent less
than 5% of the group 1 pool balance as of the cut-off date.

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

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., 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 as multiple
real estate mortgage investment conduits (REMICs). HSBC Bank USA
will act as trustee.


SOUTHWEST RECREATIONAL: Atlas Partners Serves Real Estate Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Rome Division, gave its stamp of approval to Southwest
Recreational Industries, Inc., and its debtor-affiliates request
employ Atlas Partners LLC as their real estate agent.

Specifically, Atlas Partners will:

   a) evaluate the Properties to determine the present and
      future functionality so as to enhance the marketability
      and value of the Properties and to facilitate an
      expeditious sale;

   b) interview and retain real estate brokers, at Atlas'
      expense, to assist with the marketing and sale of the
      Properties;

   c) develop and implement a marketing program with the goal of
      obtaining a Stalking Horse Offer on each of the
      Properties. This marketing effort may include newspaper,
      magazine or journal advertising, letter and/or flyer
      solicitation, placement of signs, direct telemarketing and
      web based marketing, and such other marketing methods as
      may be necessary. Atlas will review all pertinent
      documents and consult with the Debtors as needed;

   d) respond and provide information to, negotiate with, and
      solicit offers from prospective purchasers and make
      recommendations to the Debtors as to the advisability of
      accepting particular offers;

   e) conduct one or two auctions, as necessary, pursuant to    
      Section 363, for each of the properties;

   f) assist with the implementation of the proposed
      transaction, review documents, and negotiate and resolve
      any problems that may arise; and

   g) if required, appear in court during the term of this
      retention, to testify or consult with the Debtors or other
      relevant parties in connection with the marketing and
      disposition of the properties.

Atlas will be paid an 8% success fee of the gross sales price of
the Properties. If a Buyer is represented by a third party broker,
that broker shall be entitled to 1% of the purchase price, to be
paid out of the Success Fee.  

Biff Ruttenberg in Chicago leads the engagement.  Atlas is a
third-party real estate strategic advisory services firm offering
a focused single-source for property evaluation, strategic
planning, implementation or disposition and capital structure.  
The professionals that will be working on this assignment have
years of participation in the commercial real estate development,
investment and disposition business, which provides a strong
background to effectuate the desired results.  Atlas Partners
recently provided similar real estate services to Mexican
restaurant operator Chevy's, Inc.

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.


SPECTRUM PHARMA: Will Present at Friedman's Conference Tomorrow
---------------------------------------------------------------
Spectrum Pharmaceuticals, Inc. (Nasdaq: SPPI) announced that
Dr. Rajesh C. Shrotriya, Chairman, Chief Executive Officer and
President of Spectrum Pharmaceuticals, is scheduled to present at
the Friedman Billings Ramsey 8th Annual Growth Investor Conference
on Wednesday, June 2, 2004 at 2:50 p.m. Eastern Time at the
Millennium Hotel Broadway in New York City, New York.  Dr.
Shrotriya will provide a corporate overview and an update on
Spectrum's oncology portfolio and generic business.  The
presentation will be webcast live and can be accessed from
Spectrum's website, http://www.spectrumpharm.com. A replay of the
presentation will also be available at the same site.

               About Spectrum Pharmaceuticals

Spectrum Pharmaceuticals is an oncology-focused pharmaceutical
company engaged in the business of acquiring, developing and
commercializing proprietary drug products which have a primary
focus on the treatment of cancer and related disorders, as well as
generic drug products for various indications.  The Company's lead
drug, satraplatin, is a phase 3 oral, anti-cancer drug being co-
developed with GPC Biotech AG, for its initial indication,
hormone-refractory prostate cancer.  It has been granted fast-
track status by the United States Food and Drug Administration
(FDA). Elsamitrucin, a phase 2 drug, will initially target non-
Hodgkin's lymphoma. EOquin(TM), a phase 2 drug, is being studied
in the treatment of superficial bladder cancer.  In addition, the
Company has filed with the FDA three Abbreviated New Drug
Applications for the generic drugs ciprofloxacin, carboplatin and
fluconazole.  For additional information, including SEC filings,
visit the Company's web site at http://www.spectrumpharm.com/

                         *   *   *

The report of Spectrum Pharmaceuticals' independent public
accountants, Arthur Andersen LLP, for the For the fiscal year
ended December 31, 2003, contains this paragraph:

"The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include
any adjustments relating to recoverability and classification of
asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to
continue as a going concern."


SPIEGEL GROUP: Court Authorizes $250,000 Expense Reimbursement
--------------------------------------------------------------
In recognition of and to induce Spiegel Catalog International
Limited's expenditure of time, energy and resources, and to
procure the benefits to their estates of securing a "stalking
horse" or minimum bid, the Debtors determined that a limited
protection for Spiegel Catalog International in the form of an
Expense Reimbursement is appropriate, in the event that Spiegel
Catalog International is not the Successful Bidder at the
Auction.

The Debtors sought and obtained the Court's authority to provide
Spiegel Catalog International with an Expense Reimbursement for
its documented, out-of-pocket expenses reasonably incurred in
connection with the transaction contemplated in the Purchase
Agreement between the Debtors and Spiegel Catalog International,
not to exceed $250,000, if:

   (a) the Court approves a higher and better bid than that
       submitted by Spiegel Catalog International;

   (b) the Debtors withdraw their request to sell the Spiegel
       Catalog Assets and Spiegel Catalog International is not in
       material breach of the Purchase Agreement; or

   (c) notwithstanding the fact that all of their conditions to
       Closing have been satisfied or waived by the Debtors, and
       Spiegel Catalog International is not in material breach of
       the Purchase Agreement, the Debtors refuse to consummate
       the sale of the Purchased Assets.

In addition, if the Debtors become obligated to pay Spiegel
Catalog International the Expense Reimbursement, that obligation
will survive termination of the Purchase Agreement and, until
indefeasibly paid in full in cash, will constitute an
administrative expense of the Debtors' bankruptcy estates ranking
pari passu with all other administrative expenses of the kind
specified in Sections 503(b) and 507(a)(1) of the Bankruptcy
Code.

The Debtors contend that the Expense Reimbursement provided for
in the Purchase Agreement is fair and reasonable and was
negotiated by the parties in good faith and at arm's length.

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)   


SPORTS CLUB COMPANY: U.S. Bank Issues Default Notice
----------------------------------------------------
The Sports Club Company, Inc. (AMEX:SCY) announced that it has
received a default notice from U.S. Bank, as Trustee for the
holders of the Company's 11-3/8% Senior Secured Notes due in March
2006.

As previously reported, the Company has delayed the filing of its
annual report on Form 10-K for the year ended December 31, 2003,
due to complex issues associated with Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible
Assets, and Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment and Disposal of Long-Lived Assets.

Also, as previously announced, on May 4, 2004, the American Stock
Exchange accepted the Company's compliance plan in which the
Company outlined the timeframe and the steps being undertaken to
ensure the filing of its required financial reports. The letter
from the Trustee, dated May 21, 2004, notified the Company that an
"event of default" under the Indenture would arise if the Company
failed to file its financial reports with the Securities and
Exchange Commission within thirty (30) days after the Company's
receipt of such notice. While no assurances can be given as to the
timing of the Company's filing, the Company continues to make
satisfactory progress towards completion of its financial reports
and expects to file within the allotted thirty (30) day period,
which would constitute a cure and nullify the Trustee's notice.

                     About the Company

The Sports Club Company, based in Los Angeles, owns and operates
luxury sports and fitness complexes nationwide under the brand
name "The Sports Club/LA."


STATEN ISLAND: Fitch Downgrades $49.4MM Bond Rating to BB-
----------------------------------------------------------
Fitch Ratings downgrades approximately $49.4 million of Staten
Island University Hospital's (SIUH) bonds to 'BB-' from 'BB+'. The
Rating Outlook remains Negative.

The rating downgrade to 'BB-' is due to significant restatement of
the fiscal 2002 and 2003 audited financial statements mainly
caused by ongoing investigations by the New York attorney general
(AG) and the Office of the Inspector General (OIG). In Fitch's
last press release dated March 16, 2004, SIUH presented a draft
audit that reported an operating loss of approximately $900,000.
Actual losses for fiscal 2003 totaled $41.8 million (negative 7.7%
operating margin). Furthermore, fiscal 2002 revenues were
negatively adjusted by $76.7 million, expenses were lowered by
$52.9 million, and operating income has been decreased to negative
$13 million (negative 2.4%) compared to the positive $10.9 million
(1.7%) initially presented.

A sizable portion of the revenue adjustments were due to the
closing of more than 460 Chaps clinics run by SIUH (250 closed in
2002 and the remainder in 2003). As a result of the AG
investigation, approximately 25% of expected Medicaid
reimbursements were withheld. Moreover, during the investigation,
other financial discrepancies were uncovered that ultimately
resulted in an investigation by the OIG for issues regarding
SIUH's overstatement of graduate medical education funding dating
back to 1996.

It should be noted that the issues that are being investigated are
related to prior management activities. Fitch notes that the
current management team, including representatives from the NSLIJ
management team, has stated it has been proactive in citing these
errors and attempting to fully cooperate with the AG and OIG. The
magnitude of the potential financial penalties appears to be much
worse than originally anticipated and the final settlement and
payment schedule are still unknown.

The recent investigations and final version of the audit resulted
in major cuts to SIUH's revenues, operating performance, and net
assets; however, unrestricted liquidity was not affected by the
adjustments. SIUH's already thin liquidity cushion was 33.8 days
cash on hand and 35.3% cash to debt at December 31, 2003.
Liquidity covenants in the bond documents state that SIUH must
maintain at least 30 days cash by 12/31/2004. Debt service
coverage, including all restatements and adjustments, is also very
low at 1.0 times (x) in 2002 and negative 0.1x in 2003. In the
original 2002 audit and the March 2004 draft audit, SIUH reported
MADS coverage of 1.9x and 1.4x, respectively. Fitch notes the 2003
results trigger a rate covenant violation and management has
stated it is undertaking the necessary remedy, a consultant call-
in. A noteworthy credit factor is that SIUH's debt service
requirements is heavily front loaded. Debt service begins to
decrease from $27.8 million in 2004 to $22.6 million in 2005 and
$16 million in 2008. Starting in 2010, debt service further
declines steadily from $8.8 million. Not including the expected
financial impact of the regulatory investigations, profitability
and coverage should improve as annual interest and principal
payments will be reduced going forward.

Credit positives remain SIUH's strong market share and affiliation
with North Shore Long Island Jewish Health System (NSLIJ). SIUH
maintains a leading market share of approximately 65%, which has
increased from 54% three years ago. Fitch values SIUH's
affiliation with NSLIJ (rated 'A-') highly as NSLIJ lends
significant resources in terms of managed care contracting, joint
planning, group purchasing and insurance. While Fitch believes
that SIUH is an important component of NSLIJ's strategic plan, to
date NSLIJ has not provided SIUH with any monetary support. Fitch
notes that NSLIJ has been more involved with SIUH due to the
investigations and has expended significantly more resources in
terms of management hours and expertise. NSLIJ's management team
has consistently stated that its affiliation to SIUH will not
jeopardize its current rating status. While NSLIJ's profitability
and debt ratios have improved, liquidity levels are light and
below Fitch's 'A' medians.

Fitch's Rating Outlook remains Negative due to the uncertainty of
the total financial impact and settlement terms of the
investigations.

Fitch believes that SIUH has the credit fundamentals to be a
profitable operation. Through the first quarter of 2004,
management has reported positive operating income of approximately
$2.4 million on $144 million of total revenue. If there are no
further adjustments and the new management team can put these
investigations behind them, Fitch believes SIUH should be able to
stabilize its financial profile and performance in the next 2-5
years.

SIUH is a 694-staffed bed hospital with three campuses located in
Staten Island, NY, one of five boroughs comprising New York City.
SIUH had total operating revenue of $541.3 million in fiscal 2003.
SIUH covenants to provide quarterly disclosure to Fitch and
bondholders. Disclosure to Fitch has historically been sufficient;
however with the recent events and severe audit adjustments, the
final 2003 audit was not received until late May.

To date, all debt service payments have been paid in full and on
time. Debt service payments are made semiannually. In addition,
the debt service reserve fund for each bond issue remains fully
funded. Security for the bonds includes a gross revenue pledge and
a mortgage.

Outstanding debt:

   -- $17,200,000 New York City Industrial Development Agency
      Civic Facility Revenue Bonds, (Staten Island University
      Hospital Project), Series 2002C;

   -- $12,160,000 New York City Industrial Development Agency
      Civic Facility Revenue Bonds, (Staten Island University
      Hospital Project), Series 2001A;

   -- $20,000,000 New York City Industrial Development Agency
      Civic Facility Revenue Bonds, (Staten Island University
      Hospital Project), Series 2001B.


STATER BROS.: S&P Upgrades Corporate Debt Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Rating Services raised the corporate credit
rating on Stater Bros. Holdings Inc. to 'BB-' from 'B+' and raised
the rating on the company's 10.75% senior unsecured notes due 2006
to 'B' from 'B-'.

In addition, a rating of 'BB-' was assigned to the company's
proposed offering (via 144A with future registration rights) of
$160 million floating rate senior notes due 2010, and to $525
million senior notes due 2012. Both new issues will be guaranteed
by Stater's operating subsidiaries on a senior unsecured basis.
Because the existing notes have no such guarantee, they are
structurally subordinated and, therefore, are rated two notches
below the corporate credit rating. The ratings outlook is stable.
     
"The upgrade reflects the leading Southern California supermarket
chain's significantly improved credit protection measures," said
Standard & Poor's credit analyst Gerald Hirschberg. A major labor
dispute involving three of Stater's principal competitors had a
materially positive effect on the company's operations. While this
resulted in windfall sales and earnings during the period of the
strike (Oct. 11, 2003 through Feb. 28, 2004), sales following the
strike have continued to be substantially higher. On a trailing-
12-month basis (ended March 31, 2004), total debt to EBITDA was
2.8x, versus 5.4x at the end of the Sept. 30, 2003 fiscal year.
Moreover, EBITDA coverage of interest was 2.9x, compared with 1.7x
for the fiscal year, and cash increased by $37 million, to $148
million.

Proceeds from the new debt issues will be used to retire the
existing $438 million 10.75% senior unsecured debt, to prefund a
new $200 million distribution facility in California, and to pay a
$45 million dividend to La Cadena Investments, Stater's sole
shareholder. After giving effect to the offering and the repayment
of the existing notes, debt will increase on an absolute basis.
However, Standard & Poor's expects that Stater Bros. will retain
at least a small portion of the market share it gained during the
strike, and that its sales and EBITDA will be at higher level in
the future.
     
The ratings on Stater Bros. reflect the company's leveraged
capital structure, relatively thin cash flow coverage of interest,
and the impact that an aggressive "everyday low pricing" strategy
has on operating margins. These risks are somewhat mitigated by
the company's leading regional position in an industry with
generally good business characteristics.
     
Stater Bros. has the leading market position in the Inland Empire
region of Southern California, which comprises Riverside and San
Bernardino counties. Its primary competitors in that region (where
Stater has 89 of its 158 supermarkets) are Albertson's Inc., Vons
(Safeway Inc.), and Ralph's Grocery Co. (Kroger Co.). Despite the
weakened U.S. economy, the company's same-store sales increased
2.8% in fiscal 2003, 5.3% for fiscal 2002, and 4.5% in fiscal
2001. Its lease-adjusted operating margin improved to 4.8% in 2003
from 3.7% in 2000. Stater Bros. was a material beneficiary from
the grocery clerk's strike in California, as it had previously
agreed to abide by any contract that was signed. As a result,
fiscal 2004 first-half sales grew 48% and EBITDA expanded 186%.
Sales comparisons have continued to be very positive, and even if
Stater were to experience some softening, its credit measures for
the fiscal year should still be much improved over historical
levels.


STERLING FINANCIAL: Completes StoudtAdvisors Acquisition
--------------------------------------------------------
Sterling Financial Corporation (Nasdaq: SLFI), a family of
financial services organizations, announced that it has completed
its acquisition of StoudtAdvisors, a Lancaster-based employee
benefits consulting and brokerage firm.

Sterling Financial expects the transaction to be accretive in the
first full year of operations and financial terms of the
transaction were not disclosed.
    
Incorporated in 1989, StoudtAdvisors provides benefit products and
benefit consulting services to medium and large-sized businesses
in the Central Pennsylvania region.  StoudtAdvisors consists of
three divisions, StoudtAdvisors (employee benefits insurance
consulting and brokerage services), CapRisk (a national entity
providing financial protection to employers who self-fund their
medical, dental and prescription plans), and the Lancaster Chamber
Health Plan (a joint partnership with the Lancaster Chamber
of Commerce which includes over 1,200 employer groups in Lancaster
County).
    
"The addition of StoudtAdvisors to the Sterling Financial
organization is significant," said J. Roger Moyer, Jr., President
and Chief Executive Officer of Sterling Financial.  "Expanding our
insurance services capabilities is an important component in our
vision of building a comprehensive financial services
organization.  Through the service and expertise of  
StoudtAdvisors, our ability to deliver insurance solutions to our
individual and business customers is enhanced."
    
Sterling Financial is anticipating that the reach of  
StoudtAdvisors will expand into the larger Sterling market.
    
"StoudtAdvisors is currently in the center of our market
geographically and they hold a dominant market share position in
Lancaster County," said Moyer.  "Our goal is to take the
StoudtAdvisors platform and expand it to all of our other
markets."
    
Added growth and opportunities played a significant role in
StoudtAdvisors' decision to join Sterling, according to David
Stoudt, President of StoudtAdvisors.
    
"The Sterling footprint is much bigger than ours," said Stoudt.  
The growth potential for the services we provide is substantial
because of Sterling's presence and quality reputation in different
markets.  We will be able to bring employee benefits solutions to
customers who already rely on Sterling for many of their other
financial solutions."
    
Stoudt also sees the affiliation with Sterling Financial as
beneficial to StoudtAdvisors' customers as well.
    
"What excites us is that we will be able to better serve our
clients in the next chapter of employee benefits," said Stoudt.  
"We believe our customers want a trusted advisor who can handle
all of their needs or who can provide the resources to meet their
needs.  Through our affiliation with Sterling Financial, we
believe we can fill that role."
    
Kenneth Stoudt, founder and Chief Executive Officer of
StoudtAdvisors, and David Stoudt will play key roles in Sterling
Financial's insurance solutions segment.
    
"Ken, Dave and their team bring a wealth of experience in
providing insurance solutions to their clients," said Moyer.  
"Both Ken and Dave will be actively involved in the direction and
management of StoudtAdvisors as well as in the overall insurance
strategy for Sterling Financial."

M&A Advisory Group, LLC acted as financial adviser to Sterling
Financial and Shumaker Williams, P.C. acted as its legal counsel.  
WFG Capital Advisors, LP acted as financial adviser to
StoudtAdvisors, and Barley, Snyder, Senft and Cohen, LLC acted as
its legal counsel.
    
                    About the Company

Sterling Financial Corporation is a family of financial services
organizations that operates 56 banking locations in south central
Pennsylvania, northern Maryland, and northern Delaware, through
its subsidiary banks, Bank of Lancaster County, N.A., Bank of
Hanover and Trust Company, First National Bank of North East, Bank
of Lebanon County, PennSterling Bank, and Delaware Sterling Bank.  
As of March 31, 2004, total assets of Sterling Financial
Corporation were over $2.3 billion.  In addition to its banking
affiliates, Sterling's affiliates include Town and Country
Leasing, LLC, Lancaster Insurance Group, LLC, StoudtAdvisors,
Equipment Finance LLC, a specialty commercial finance company,
Sterling Financial Settlement Services, Sterling Financial Trust
Company and Church Capital Management (a Registered Investment
Advisor), with combined assets under management of $1.7 billion,
and Bainbridge Securities, a securities broker/dealer.

                      *     *     *

As previously reported, Fitch Ratings affirmed its ratings of
Sterling Financial Corporation following the company's
announcement that it has entered into a definitive agreement to
acquire Klamath First Bancorp, Inc.  KFBI, with approximately $1.5
billion in assets, is the holding company for Klamath First
Federal Savings and Loan Association, a savings and loan operating
branches in Oregon and Washington.

                    Ratings Affirmed:

     Sterling Financial Corporation

         -- Long-term Issuer 'BB';
         -- Short-term Issuer 'B';
         -- Individual Rating 'C';
         -- Support '5';
         -- Rating Outlook Stable.


STRATUS SERVICES: Reports Unauthorized Berlin Stock Listing
-----------------------------------------------------------
Stratus Services Group, Inc., the SMARTSolutions(TM) Company
(OTC Bulletin Board: SERV.OB), announced it has become aware of an
unauthorized listing of its common stock on the Berlin Stock
Exchange.

Officials became suspicious that the company may have been
targeted for naked shorting due to the unregulated nature of the
Berlin Exchange. After investigation including a determination
that several other companies were subjected to the same action,
the company began an inquiry and learned of the improper and
unauthorized actions this week.
    
Stratus has instituted a plan to address the negative impact of
un-regulated naked shorting on the company's reputation and stock
price.
    
First, Stratus, through its attorneys, will investigate the source
of the listing on the Berlin Stock Exchange to determine who
initiated the listing application and whether such actions,
without authorization, violated securities laws of the United
States and Germany.
    
Second, the company, through its attorneys, will investigate the
available remedies within German securities laws as well as the
appropriateness of forcing the immediate removal of any listing
for sale or purchase of shares of Stratus from the Berlin Stock
Exchange.
    
Finally, the company will solicit cooperation with other companies
similarly situated and seek a unified effort to protect
themselves.

                      About the Company
  
Stratus is a national provider of business productivity consulting
and staffing services through a network of twenty-seven offices in
seven states. Through its SMARTSolutions(TM) technology, Stratus
provides a structured program to monitor and reduce the cost of a
customer's labor resources. Through its Stratus Technology
Services, LLC joint venture, the Company provides a broad range of
information technology staffing and project consulting.

As reported in the Troubled Company Reporter's March 25, 2004
edition, at December 31, 2003, Stratus Services Group, Inc. had
limited liquid resources. Current liabilities were $23,601,396 and
current assets were $15,806,407.  The difference of $7,794,989 is
a working capital deficit, which is primarily the result of losses
incurred during the years ended September 30, 2003, 2002 and 2001.  
Current liabilities include a cash overdraft of $349,179, which is
represented by outstanding checks.  These conditions raise
substantial doubts about the Company's ability to continue as a
going concern.

The Company's continuation of existence is dependent upon the
continued cooperation of its creditors, its ability to generate
sufficient cash flow to meet its continuing obligations on a
timely basis, to fund the operating and capital needs, and to
obtain additional financing as may be necessary.


STRUCTURED ASSET: Fitch Assigns Low-Bs to Two 2004-12H Classes
--------------------------------------------------------------
Structured Asset Securities Corporation (SASCO) $168.5 million
mortgage pass-through certificates, series 2004-12H classes 1A1,
2A, 1A-IO, 1A-PO, and R certificates are rated 'AAA' by Fitch.

The $1.4 million class 1B1 and the $258,000 class 2B1 certificates
are rated 'AA', the $1.2 million class 1B2 and the $218,000 2B2
certificates are rated 'A,' and the $956,000 class B3 certificates
are rated 'BBB'.

Additionally, the $522,000 class B4 certificates are rated 'BB'
and the $261,000 class B-5 certificates are rated 'B' by Fitch and
are being offered privately.

The 'AAA' rating on the Group 1 (1A1, 1A-IO, 1A-PO and R) senior
certificates reflects the 3.05% total credit enhancement provided
by the 0.95% class 1B1, the 0.80% class 1B2, the 0.55% class B3,
the 0.30% privately offered classes B4, the 0.15% privately
offered classes B5 and the 0.30% class B6 certificates (not rated
by Fitch).

The 'AAA' rating on the Group 2 (2A) senior certificates reflects
the 3.05% total credit enhancement provided by the 0.95% class
2B1, the 0.80% class 2B2, the 0.55% class B3, the 0.30% privately
offered classes B4, the 0.15% privately offered classes B5, and
the 0.30% privately offered class B6 certificates (not rated by
Fitch).

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loan Services, Inc., which is rated 'RMS2+' by Fitch.

The Group 1 certificates represent ownership interest in a trust
fund that consists primarily of a pool of 30 year fixed rate,
conventional, first lien, residential mortgage loans. As of the
cut-off date (May 1, 2004), the mortgages in Pool 1 have an
aggregate principal balance of approximately $146,645,476, a
weighted average original loan-to-value ratio (OLTV) of 101.89%, a
weighted average coupon (WAC) of 6.619%, a weighted average
remaining term (WAM) of 352 months and an average balance of
$125,017. The loans are primarily located in Virginia (6.49%),
Florida (5.13%), Ohio (4.67%), and Georgia (4.43%). As of the cut-
off date, the mortgages in Pool 2 have an aggregate principal
balance of approximately $27,194,946, a weighted average OLTV of
102.17%, a WAC of 6.529%, a WAM of 353 months and an average
balance of $175,451. The loans are primarily located in Maryland
(20.63%), North Carolina (14.16%) and Kansas (5.28%).

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

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines. Approximately 94.58% of the mortgage
loans in Pool 1 and 10.86% of the mortgage loans in Pool 2 were
originated or acquired in accordance with the Borrower Advantage
Underwriting Guidelines. Approximately 5.42% of the mortgage loans
in Pool 1 and 89.14% of the mortgage loans for Pool 2 were
originated or acquired in accordance with the Pro Mortgage
Underwriting Guidelines. The largest percentage of servicers for
the mortgage loans in Pool 1 is as follows: 30.73% Aurora Loan
Services, Inc., 26.80% Wells Fargo Home Mortgage, Inc., and 17.23%
Sun Trust Mortgage Inc. The remainder of the Pool 1 mortgage loans
will be serviced by various other servicers. Aurora will service
all of the Pool 2 mortgage loans.

SASCO, 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
multiple real estate mortgage investment conduits (REMICs).


SUPERIOR GALLERIES: Strained Liquidity Raises Going Concern Doubt
-----------------------------------------------------------------
Superior Galleries Inc. is primarily a wholesaler, retailer and
auctioneer of rare coins. The Company is based in Beverly Hills,
California. The Company, from time to time, enters into joint
ventures or purchase financing agreements with third parties that
include vendors and customers for the purchase and sale of
specific rare coins or fine collectibles. These agreements may
include profit sharing provisions ranging from 25% to 50% of the
gross profit on specific transactions adjusted for agreed upon
expenses and interest costs. At any given time, the Company may be
involved in up to 10 of these agreements.

The Company has sustained recurring operating losses, negative
cash flows from operations, significant debt that is callable by
the creditor at any time, and has limited working capital. These
items raise substantial doubt about the Company's ability to
continue as a going concern.

Management has indicated that it is currently engaged in reversing
or solving these significant issues through the implementation of
its turnaround plan.

In November 2002, the Company began to execute a plan of exiting
the art business with exception of art auctions on a consignment
basis to reduce losses in its operations. This plan included the
reduction of five employees, which was completed in January 2003,
the reduction of sales, marketing and administrative expenses
associated with the art business segment and the liquidation of
its art inventory by June 30, 2003. With the sale of its art
inventory in October 2003, the Company completed its exit of the
art business segment.

The Company is planning to increase its retail rare coin sales
force and has established targeted sales and marketing budgets to
assist in growing its retail rare coin business. There can be no
assurance that the Company will be successful in growing this part
of its business.  

The Company has reorganized and streamlined its structure in its
efforts to return to a profitable state with positive cash flows.
Superior consolidated all operations into one corporate entity and
eliminated duplicative financial and operational systems to
further control and reduce expenditures. These consolidation
efforts included the combination of all operations with the
exception of retail rare coins sales activities to the Beverly
Hills location that occurred in February 24, 2003.

In September 2003, the retail rare sales activities were
transferred to Beverly Hills and the Newport Beach location was
permanently closed. This operational consolidation has resulted in
the elimination of duplicated finance, inventory control,
administration, sales, marketing and auction activities at the
Newport Beach location.  Separate information systems for
operations and finance were eliminated as part of the
consolidation. Effective January 1, 2003 the Company has out-
sourced all payroll, employee benefits and human resources  
administration to a professional employer organization.

The Company is exploring opportunities to reduce its occupancy
costs at its Newport Beach location prior to the lease termination
on September 30, 2004.  Both the exit of the art business and the
consolidation of operations have reduced related insurance and
administrative costs. The consolidation of operations into one
location has allowed for enhanced coordination of all business
activities and provided better control of costs. The operational
consolidation has facilitated the coordination of sales and
marketing efforts and expenditures, as the Company is promoting
itself as one entity, rather than its parent and subsidiary.

Through the renewed focus on both retail and wholesale rare coin
sales with an emphasis on increased inventory turns while
maintaining solid gross margins, management anticipates these
activities will provide some of the liquid capital to fund
operations. During the quarter ended March 31, 2004, the Company
returned to profitability on a year-to-date basis.

At March 31, 2004, Superior Galleries had a working capital
deficiency of $552,833. The Company recorded net income of
$195,407 and used cash in operating activities of $5,699,727 for
the nine month period ending March 31, 2004. Given its March 31,
2004 cash balance of $254,861 and projected operating cash
requirements, the Company anticipates that its existing capital
resources may not be adequate to satisfy its cash flow
requirements through June 30, 2005. The Company may require
additional funding.

Superior cash flow estimates are based upon achieving certain
levels of sales and maintaining operating expenses at current
levels. Should sales be less than forecast, expenses be higher
than forecast or the liquidity not be available through financings
of debt and/or equity, Superior may not have adequate resources to
fund operations.

The Company was in default under one of its lines of credit until
September 30, 2003 when the Company renegotiated the line of
credit with its creditor and cured the default. However, the line
of credit is callable by the lender on demand, and although
Superior is continuing to seek an agreement with the lender for
extended payment terms, there is no guarantee the lender will
agree to provide such extended terms. Management does not expect
future fixed obligations through June 30, 2005 to be paid solely
by cash generated from operating activities.  The Company intends
to satisfy fixed obligations from the following sources, among
others: (i) additional debt/equity financings; (ii) extending
vendor payments; and (iii)liquidation of inventory.


TENET HEALTHCARE: Sells Barcelona Hospital to BC Partners
---------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) announced that a company
subsidiary has sold Centro Medico Teknon, its 257-bed acute care
hospital in Barcelona, Spain, and the company's only remaining
international facility, to BC Partners Ltd.

Net after-tax proceeds from the sale of the shares of New Teknon,
S.A., owner of the hospital and related subsidiaries, are
approximately $50 million, including an estimated $4.4 million in
contingent payments. In addition, the buyer will assume
approximately $31 million in long-term debt and other liabilities,
and will retain the working capital. The company expects to use
the proceeds for general corporate purposes.

The Tenet subsidiary has owned and operated Centro Medico Teknon
for 10 years. Funds advised by BC Partners Ltd, a United Kingdom-
based company, own General Healthcare Group, one of the largest
private hospital groups in Europe with 60 hospitals and more than
2,400 beds. The company also owns the leading hospital group in
Switzerland, Hirslanden Group. Centro Medico Teknon is its first
acquisition in Spain.

Centro Medico Teknon was not among the group of 27 domestic
hospitals that Tenet announced it was divesting on Jan. 28, 2004
as part of a major company restructuring. The 27 hospitals consist
of 19 in California, two in Louisiana, three in Massachusetts, two
in Missouri and one in Texas. On May 17, Tenet announced that a
company subsidiary has signed a definitive agreement to sell the
Texas hospital, Brownsville Medical Center, to Valley Baptist
Health System. Negotiations for the sale of 25 of the remaining
hospitals are ongoing. One of the California hospitals, a leased
facility, is being returned to the hospital district that owns it.

                    About the Company

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates acute care hospitals and related health care services.
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service. Tenet can be found on the World Wide Web at
http://www.tenethealth.com/

                        *   *   *                      

As reported in the Troubled Company Reporter's March 15, 2004
edition, Standard & Poor's Ratings Services lowered the corporate
credit and senior secured bank loan ratings on health care service
provider Tenet Healthcare Corp. to 'B' from 'B+', after the
company announced the completion of its expected bank amendment.
Tenet's unsecured notes are lowered to 'B-' from 'B+'. The bank
loan is rated the same as the corporate credit rating. The ratings
are removed from CreditWatch, where they were placed Jan. 28,
2004. The outlook is negative.

The unsecured notes are lowered two notches, and are now rated one
notch below the corporate credit rating. The two-notch downgrade
reflects the structural subordination of the unsecured debt as a
result of a guarantee now provided by certain subsidiaries for the
credit facility as part of this latest bank amendment. The grant
of subsidiary stock as security, though considered weak compared
with a guarantee of hard collateral, still disadvantages unsecured
creditors relative to bank creditors.

"The lower ratings reflect Standard & Poor's reduced confidence in
Tenet's prospects for operating performance and cash flow over the
next year," said credit analyst David Peknay. "The expectations
now incorporate probable credit protection measures commensurate
with a lower rating."


TESORO PETROLEUM: S&P Rates New $625MM Credit Facilities at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB-'
corporate credit rating on crude oil refiner and marketer Tesoro
Petroleum Corp. Standard & Poor's also assigned its 'BB' senior
secured bank loan rating and a recovery rating of '1' to the
company's $625 million bank credit facilities.

The credit facilities consist of a $525 million three-year
revolving credit facility due in June 2007 and a $100 million
three-year prefunded letter of credit facility.
     
The 'BB' rating on the credit facilities is one notch higher than
the corporate credit rating and the '1' recovery rating indicates
a very high expectation of full recovery of principal in the event
of a default.
     
The outlook is positive. As of March 31, 2004, the San Antonio,
Texas-based company had about $1.6 billion of debt outstanding.
     
"The positive outlook reflects the likelihood Tesoro will be able
to substantially reduce its debt burden over the next few
quarters," said Standard & Poor's credit analyst John Thieroff.
"The ratings on Tesoro will likely be raised if the company
achieves $300 million of debt reduction during the near term."
     
The ratings on Tesoro reflect its position as a highly leveraged,
independent oil refiner and marketer operating in a very
competitive, erratically profitable industry burdened by high
fixed costs. These weaknesses are partly offset by strong asset
quality, advantaged operating locations, and a limited degree of
retail-derived margin stability.
     
Tesoro owns and operates six refineries of varying complexity
(total throughput capacity 559,000 barrels per day) and a network
of 575 retail gasoline stations and convenience stores in the
western U.S.


TOWER AIR: Bankruptcy Court Won't Help Ernst & Young Escape
-----------------------------------------------------------
The Honorable Joel B. Rosenthal declined Ernst & Young's
invitations to disrupt multi-million-dollar litigation brought by
Charles A. Stanziale, Jr., serving as the chapter 7 trustee for
the bankruptcy estate of Tower Air, Inc., in Maryland state court
against the auditing and accounting firm.  

As previously reported in the Troubled Company Reporter, Mr.
Stanziale has sued Ernst & Young in Baltimore -- using the same
law firm, in the same court and before the same judge involved in
the Merry-Go-Round Trustee's lawsuit a couple of years ago against
E&Y.  

Pursuant to a Bankruptcy Court order dated January 13, 2003
(Docket. No. 1653), Tower Air's Estate participates as a
beneficiary together with certain pre-petition creditors of Tower
Air, Inc., in the Tower Air, Inc., Litigation Trust.  The purpose
of the Tower Air, Inc. Litigation Trust was to investigate and
pursue possible causes of action concerning certain action and/or
inactions of Ernst & Young, LLP, Tower's former independent
auditors, financial consultants and tax advisors, to consolidate
all claims and, if warranted, to file a lawsuit for damages
against E&Y.  

E&Y asked Judge Rosenthal to revisit Judge Newsome's approval
of the Litigation Trust that allowed Mr. Stanziale to join forces
with the creditors and provided $350,000 of funding to pursue the
litigation.  E&Y urges the Bankruptcy Court, on reconsideration,
that Mr. Stanziale never obtained standing to pursue the
litigation or, just as good, vacate the order approving the
Litigation Trust.  

The reconsideration request, Judge Rosenthal says, is untimely 15
months after the fact.  Moreover, Judge Rosenthal says, E&Y brings
nothing new to the Bankruptcy Court -- no new fact, no newly
discovered evidence and no significant change in the law.  The
Litigation Trust will remain intact.

                 $412 Million Lawsuit Filed

The Tower Air Litigation Trust instituted a lawsuit against E&Y on
the basis of fraud, fraudulent concealment, negligence and
malpractice and negligent misrepresentation which is pending in
the Circuit Court for Baltimore County in the State of Maryland
(Case No. C-03-2201).  

E&Y served as the independent auditor for Tower Air, Inc., almost
from the inception of Tower and from time to time served as
financial consultant and tax advisor to Tower. The matter is
presently scheduled for trial before the Maryland Court in October
2004. The Tower Air Litigation Trust is looking for a judgment
totaling:

     $103,000,000 in compensatory damages; and
      309,000,000 in exemplary or punitive damages.
     ------------
     $412,000,000

Pursuant to the terms of the Tower Air, Inc. Litigation Trust, the
Debtor's Estate would receive 50% of the net recovery from this
action.

                   The Lawsuit Survives

E&Y, represented by David H. Botter, Esq., at Akin Gump Strauss
Hauer & Feld LLP, isn't preparing to write a check any day soon.  

E&Y has moved to dismiss the lawsuit in the Baltimore Court,
arguing that Mr. Stanziale
doesn't have standing to proceed.  As the chapter 7 trustee, he is
Tower Air for all intent and purpose.  The U.S. Supreme Court's
teaching in Caplin v. Marine Midland Grace Trust Co., 406 U.S. 416
(1972), E&Y argues, makes it clear that a bankruptcy trustee can't
sue third parties on behalf of creditors.  

Judge Rosenthal says he won't rule on the standing issue.  That's
for the court in the Baltimore to examine.  

                    Tower Air's at Fault

E&Y says Tower Air and its directors and officers misled and
defrauded it.  Because Tower Air was a co-conspirator, E&Y holds
contribution claims against the Estate.  In order to file a Third
Party Complaint against the Estate and the Trustee, E&Y went back
to the Bankruptcy Court in Wilmington asking Judge Rosenthal to
lift the automatic stay to permit that complaint to be filed.  
That request, Judge Rosenthal says, is premature.  The Trustee may
never obtain a judgment so there's no need to put the Trustee in
the position of defending against hypothetical claims at this
juncture.  

                          *   *   *

Tower Air sought chapter 11 protection on February 29, 2000, in
the United States Bankruptcy Court for the District of Delaware
(Case No. 00-1280).  From February 29, 2000 to May 3, 2000, Tower,
as a debtor-in-possession, operated as a full-service
international and domestic airline carrier until Tower abruptly
ceased (without prior notice) scheduled passenger service in early
May 2000.  Morris Nachtomi, the founder and chief executive
officer of Tower continued to operate and manage Tower as a DIP as
he did since the inception of Tower. On or about May 3, 2000, the
Bankruptcy Court entered an order authorizing the appointment of a
chapter 11 trustee.  During the DIP phase of the chapter 11, a
tremendous amount of chapter 11 administrative debt was incurred
by the DIP while operating the Debtor's business and that debt
remained unpaid.  The DIP never filed Schedules, a Statement of
Financial Affairs, nor chapter 11 monthly operating reports.  

On or about May 5, 2000, Mr. Stanziale was appointed as chapter 11
trustee for Tower.  Upon the appointment of the Trustee on or
about May 5, 2000, Mr. Nachtomi left the JFK premises of Tower and
vacated his position as chief executive officer.  The Trustee
scaled back the operations of the airline and significantly
reduced the workforce.  The Trustee maintained a limited amount of
flight activity through the charter business and the CRAF program
by virtue of the military contracts Tower serviced in order to
preserve the value of Tower as a going concern.   Additionally, by
maintaining limited flight activity, the Trustee attempted to
preserve the value of the flight operating certificates in order
to pursue a Sec. 363 sale of certain assets of Tower and maximize
a recovery to the Debtor's Estate.  By September 2000, the primary
secured creditor (GMAC Business Credit, LLC) funding Tower in the
chapter 11 case was unwilling to fund further flights operations.
Consequently, the Trustee ceased all flight activity in mid-
September 2000.  Effective December 20, 2000, the Debtor's chapter
11 case was converted to a case under chapter 7.

The Trustee was selected to serve and remain on as the chapter 7
trustee for Tower.  From December 20, 2000 until June 2001, the
Trustee operated the chapter 7 case of Tower pursuant to a Sec.
72l order [Docket No. 976] in order to effectuate an orderly
liquidation of the Debtor's assets and wind down the affairs of
the airline.  Effective June 1, 2001, the primary pre-petition
secured creditor and post petition financier, GMAC Business
Credit, LLC advised the Trustee that it would no longer allow the
use of cash collateral to fund the operating chapter 7 case, and
the Trustee was forced to terminate the skeleton crew remaining at
Tower and close the Debtor's doors at JFK.  On June 15, 2001, the
Trustee conducted a public auction of the fixtures and furniture
of Tower at the JFK location.  As of June 30, 2001, the Trustee
liquidated all of the hard assets of Tower Air, Inc. that were
located at JFK International Airport and vacated the premises of
Tower at JFK International Airport.


TRANSMONTAIGNE INC: S&P Lowers Ratings to BB- & Removes Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
terminaling company TransMontaigne Inc. (TMG) to 'BB-' from 'BB'
and removed the ratings from CreditWatch with negative
implications where they were placed on March 26, 2004. The outlook
is now negative.

Colorado-based TMG had $385 million of debt as of March 31, 2004.
     
"The rating actions follow a review of TMG's historic and
prospective financial performance and its current business model,"
noted Standard & Poor's credit analyst Paul B. Harvey. "In
Standard & Poor's opinion, a rise in refined product prices has
led to aggressive borrowing on the company's working-capital
facility, weakening TMG's financial flexibility, increasing the
capital intensity of the company's business, and raising debt
leverage," he continued. Although TMG strengthened its financial
profile modestly during the quarter ended March 31, 2004,
liquidity and financial performance measures remain well-below
Standard & Poor's expectations and are not expected to reach such
expectations in the near term. Further increases in debt leverage
or a weakening of the company's profitability or cash flow could
provoke an additional ratings downgrade.

The negative outlook reflects TMG's aggressive debt leverage and
weaker-than-expected cash flow coverage measures. A worsening of
the company's liquidity or traditional credit measures could lead
to further negative rating actions.


ULTRA MOTORCYCLE: Trustee Selling Unissued Shares for $15,000
-------------------------------------------------------------
The chapter 7 trustee, overseeing the liquidation of Ultra
Motorcycle Co.'s estate, has received a $15,000 cash offer from
IMA Advisors, Inc., for all right, title and interest in and to
all of the company's authorized but unissued shares of capital
stock.  The Trustee asks the U.S. Bankruptcy Court to approve the
transaction.  The Bankruptcy Court will review the offer at a
hearing on June 10, 2004, in Riverside, Calif., and the
transaction is expected to close on June 16.

Ultra Motorcycle Co. was a leading designer, manufacturer and
distributor of high-quality, American-made heavyweight cruiser
motorcycles.  As previously reported in the Troubled Company
Reporter, the company filed for chapter 11 protection in 2001
(Bankr. C.D. Calif. Case No. RS01-18794 MG) when its secured
creditor, Finova Mezzanine Capital Inc., threatened a foreclosure
sale.  The chapter 11 filing halted the foreclosure.  The case,
however, converted to a chapter 7 liquidation proceeding in Nov.
2001.  Robert S. Whitmore in Riverside, Calif. (Telephone 909-267-
9292), serves as the Chapter 7 Trustee.  SJS Entertainment Corp.
purchased substantially all of Ultra's operating assets.  


UNIFAB INTERNATIONAL: Receives Delisting Notice from Nasdaq Market
------------------------------------------------------------------
UNIFAB International, Inc. (NASDAQ: UFAB) reports that it has
received notice that its common stock will be delisted from the
NASDAQ SmallCap Market because the company does not comply with
NASDAQ's financial requirements for listing.

"Our company does not meet the NASDAQ market capitalization
requirement, the stockholders' equity requirement or the
requirement for net income from operations," said William A.
Hines, the principal executive officer of UNIFAB. "We do not
anticipate that UNIFAB will meet any of those requirements in time
to prevent our delisting from the NASDAQ SmallCap Market. We have
been notified that the NASDAQ may take final action on or around
June 16, 2004."

The Company anticipates that following delisting of its common
stock from the Nasdaq SmallCap Market shares of its common stock
may be traded from time to time in the over the counter market.

                    About the Company

UNIFAB International, Inc. is a custom fabricator of topside
facilities, equipment modules and other structures used in the
development and production of oil and gas reserves. In addition,
the Company designs and manufactures specialized process systems
and refurbishes and retrofits existing jackets and decks.

As reported in the Troubled Company Reporter's April 7, 2004
edition, UNIFAB International, Inc. (NASDAQ: UFAB) reports, as
required by Nasdaq Marketplace Rule 4350(b), that the Company's
independent auditor issued its audit report on the Company's
financial statements for the year ended December 31, 2003.

The report includes a "going concern qualification," which is an
explanatory paragraph relating to the Company's ability to
continue as a going concern, and states that the Company's
recurring losses from operations, negative working capital
position, and difficulties in meeting its financial obligations
and funding its operations raise substantial doubt about the
Company's ability to continue as a going concern. The
qualification is due, in part, to the Company's dependence upon
Midland Fabricators and Process Systems, LLC, its majority
shareholder, for its working capital requirements. Under an
informal arrangement with the Company, Midland has agreed to
provide financial support and funding for working capital or other
needs at Midland's discretion, from time to time. During the year
ended December 31, 2003, Midland advanced $5.9 million to the
Company for working capital, which is classified as a current
liability at December 31, 2003. If Midland does not make available
such additional funding to the Company when needed in the future,
the Company could be unable to satisfy its working capital
requirements and meet its obligations in the ordinary course of
business.


UNITED AIRLINES: Rejecting N344UA & N345UA Aircraft Leases
----------------------------------------------------------
The United Airlines Inc. Debtors seek the Court's authority to
reject the leases for two Boeing 737-322s bearing Tail Nos. N344UA
and N345UA.  The Debtors signed term sheets with U.S. Bank, as
mortgagee, to revise the financing terms for these aircraft.  
However, the Term Sheets expired and the parties disputed the
enforceability of the expirations.  Discussions reached an impasse
and the Debtors realized that they had an excess supply of this
type of aircraft.

To facilitate the surrender of the aircraft to U.S. Bank, the
Debtors will reject the leases and return all related records,
logs and documents.  The Debtors will deliver the aircraft to
Timco Aviation Services, in Goodyear, Arizona, while maintaining
storage, maintenance and insurance programs.

U.S. Bank has asserted an administrative expense claim for the
Debtors' use of the aircraft after the Petition Date.  U.S. Bank
agrees that the Claim will be compromised as a prepetition,
general, unsecured claim for $14,584,113 per aircraft, or
$29,168,226 in total, and includes rejection damages.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that  
the leases are burdensome to the Debtors' estates.  The lease  
rates exceed current market rates for comparable aircraft.  The  
payment obligations outweigh the benefits that the Debtors  
receive from possessing and using the Aircraft.  Moreover, the
Debtors and the U.S. Bank have been unable to agree on terms that  
would allow the retention of the Aircraft on economically  
agreeable terms.

                     Committee Responds

The Official Committee of Unsecured Creditors supports any
decision that will enable the Debtors' fleet to fit within the
physical and economic structure necessary for a successful
reorganization.  However, the Committee is opposed to
transactions that further the interest of the Chapman Group.

Fruman Jacobson, Esq., at Sonnenschein, Nath & Rosenthal,
explains that the Committee wants to be sure that its rights are
reserved to object to any final agreement with the Chapman Group.

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)   


WEIGHT LOSS FOREVER: Going Concern Ability is in Doubt
------------------------------------------------------
Weight Loss Forever International, Inc. is a franchisor of weight
loss and nutrition retail clinics offering all-natural herbal
dietary supplements. It operates through two wholly-owned
subsidiaries, Weight Loss Management, Inc. and Beverly Hills
Franchising Corp. In the fourth quarter of 2003, the Company made
an investment into Tammy Phillips Boot Camp, LLC, acquiring a 50%
interest for investment purposes, and its management is still
deciding whether or not the investment will be held long term.

The Company sells its proprietary Weight Loss Forever and Beverly
Hills Weight Loss & Wellness systems to the public through
franchised centers and clinics. Its proprietary systems consist of
supplementing daily food intake with formulations of specialty
herbs developed to produce a gradual but steady and persistent
loss of body fat. Its proprietary products are manufactured for
the Company to its specifications. The Company also sells food
bars, shakes, cereals, puddings and soups that are high in
protein. The products are privately labeled for Weight Loss
Forever. The Company's franchisees support clients in reaching
weight loss goals not only through sale of products, but also
through a computerized follow-up program providing weekly (and
sometimes daily) personal support by telephone, fax, e-mail or in
person at Company centers and clinics. Management believes that
personal contact serves to reinforce the commitment to stay on the
program, answers questions, and overcomes hurdles by providing
first-hand information, experience, menu guidance, analysis of
eating habits, and other tips for successful weight loss. The
Tammy Phillips Fitness Boot Camp is a program designed around
cardio-strength training, flexibility training, and nutritional
counseling.

The Company's consolidated financial statements have been
presented on a going concern basis which contemplates the
realization and the satisfaction of liabilities in the normal
course of business. The liquidity of the Company has been
adversely affected by significant losses from operations. The
Company reported net losses of $1,398,289 and $76,310 for the
years ended December 31, 2003 and 2002, respectively.
Additionally, there is a working capital deficit of $335,685 at
December 31, 2003.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern without additional capital
contributions and/or achieving profitable operations. Management's
plans are to generate revenue from the sale of new franchises and
to raise additional capital through either debt or equity
instruments.


WORLDCOM INC: Objects to 94 Mechanic's Lien Claims Totaling $21MM+
------------------------------------------------------------------
The Worldcom Inc. Debtors dispute 94 mechanic's lien claims
totaling $21,113,660 for either of these reasons:

   (a) The Claimant failed to provide adequate Notice/Warning
       Statement, as required by state law;

   (b) The Claimant failed to timely file a lien;

   (c) The Claimant failed to attach sufficient supporting
       documents;

   (d) The Claimant failed to timely prosecute a lien;

   (e) The Claimant does not have lien rights, as supplied
       services and materials were not incorporated into the job;

   (f) The Claimant is not entitled to file a lien;

   (g) The Claimant is not a properly licensed contractor as
       required by state law;

   (h) The Claimant failed to identify the alleged collateral
       securing the debt asserted, does not attach evidence that
       the alleged secured claim is properly perfected, and does
       not set forth the value of the alleged collateral;

   (i) The lien statement is not properly notarized and verified,
       as required by state law;

   (j) The lien statement is not sufficiently itemized;

   (k) The Claimant waived the right to file a lien;

   (l) The charges asserted in lien are not properly lienable,
       pursuant to state law;

   (m) The lien has no value;

   (n) The lien has been satisfied;

   (o) The claim is a duplicate claim;

   (p) The lien is improperly served;

   (q) The Claimant provided insufficient information in the
       lien;

   (r) The lien is not properly recorded;

   (s) The lien is discharged, pursuant to bond filing in a state
       action; and

   (t) The Debtors have no legal or equitable interest in the
       real property;

   (u) The Claimant has no valid basis for the claim; and

   (v) The Debtors dispute the amount asserted in lien.

Thus, the Debtors ask the Court to disallow and expunge the
Mechanic Lien's Claims in their entirety.

                          *     *     *

Judge Gonzalez expunges 11 claims due to the claimants' failure
to respond to the Objection:

   Claimant                                     Claim No.
   --------                                     ---------
   AC Systems Inc.                                22374
   Admiral Heating & Ventilating Inc.              9951
   CMT Construction Management                    17002
   Construction Remedies Corp                      7749
   Douglas Roofing Co.                            16022
   Interior Systems, Inc.                         11202
   Manuel Brothers d/b/a Renaissance Center       28791
   Midwest Mechanical Contractors                 13407
   OWP&P Engineers Inc.                           31647
   The Poole & Kent Company                       15931
   West-Fair Electric Contractors, Inc.            1496

Furthermore, 10 proofs of claim are also expunged:

   Claimant                                     Claim No.
   --------                                     ---------
   Centerline Electric, Inc.                      16601
                                                  16603
   The Dailey Company                              7759
                                                   7771
                                                   7783
                                                   7770
                                                   7769
                                                   7787
   Merlyn Contractors, Inc.                       16567
   WH Canon, Inc.                                 11164

The Debtors have settled these claims:

A. Pursuant to a letter agreement September 18, 2003, Amber
   Electrical Contractors and the Debtors agree that:

   (a) Amber's Claim No. 3034 for $37,022 will be allowed as a
       secured claim; and

   (b) Amber will release any and all liens related to the
       property located at One Main Place, 1201 Main Street, in
       Dallas, Texas.

B. Pursuant to a letter agreement dated October 2, 2003, Aztech's
   Claim No. 7869 will be allowed as a secured claim for
   $219,509.  Aztech agrees to release any and all liens related
   to the property located at 6906 South 204th Street, in Kent,
   Washington, when the Debtors have paid the claim.

C. Pursuant to a letter agreement dated October 7, 2003,
   Bergelectric Corporation and the Debtors agree that:

   (a) Bergelectric's Claim No. 11255 for $17,881 will be allowed
       as a secured claim;

   (b) Bergelectric will withdraw Claim No. 33989; and

   (c) Bergelectric will release any and all liens related to the
       property located at 1501 Francisco Street, in Los Angeles,
       California.

D. Pursuant to a letter agreement dated October 7, 2003,
   Communication Contractors, Inc., and the Debtors agree that:

   (a) Communication's Claim No. 16778 will be allowed as a
       secured claim for $104,842 and as a general unsecured
       claim for $25,974; and

   (b) Communication will release any and all liens related to
       the property located at 35 and 36 East 136th Street, in
       Riverdale, Illinois.

E. Pursuant to letter agreements dated October 1 and 9, 2003, the
   Debtors agree to allow Claim No. 11458 by DPR Construction,
   Inc., as a secured claim for $31,252.  DPR's Claim No. 11456
   for $78,350 will be reclassified as a general unsecured claim.
   DPR agree to release any and all lien interest related to the
   properties located at 903 113th Street, in Arlington, Texas,
   and at 3701 East Columbia, in Tucson, Arizona.

F. Gowan, Inc., and the Debtors agree that Gowan's Claim Nos.
   4728 and 4727 will be reclassified as general unsecured
   claims.  Gowan will release any and all liens related to the
   properties located at Two Shell Plaza, Level 23, in Houston,
   Texas, and at 1701 Lyons, in Houston, Texas.

G. Pursuant to a letter agreement dated October 7, 2003, Graco
   Mechanical and the Debtors agree that Graco's Claim No. 9423
   for $39,370 will be allowed as a secured claim.  Graco's Claim
   No. 9344 for $38,563 will also be allowed as a secured claim.  
   Graco will also release any and all liens related to property
   located at 600 Travis, in Houston, Texas and property located
   at 5444 West Heimer, in Houston, Texas.

H. J. Fletcher Creamer & Son, Inc., and the Debtors agree that
   Fletcher's Claim No. 3723 for $18,825 will be reclassified as
   a general unsecured claim for $18,825.  Fletcher's Claim No.
   3724 for $37,985 will also be reclassified as a general
   unsecured claim for $37,985.  Fletcher will release any and
   all liens related to the properties located in:

   (a) Jersey City, New Jersey, on a right-of-way or easement
       located at Henderson Avenue between 18th Street and the
       railroad tracks, south of Observer Boulevard; and

   (b) Linden, New Jersey.

I. Pursuant to a letter agreement dated September 22, 2003,
   Johnson Controls, Inc., and the Debtors agree that:

   (a) Johnson Control's Claim No. 31986 will be reclassified as
       a general unsecured claim for $57,586;

   (b) Claim Nos. 31983, 31984, 31985, 13424, 13423, and 13422
       will be expunged and disallowed by the Debtors; and

   (c) Johnson Controls will release any and all liens related to
       the claims.

J. Pursuant to a letter agreement dated October 7, 2003, the
   Debtors agree that Claim No. 11694 filed by M.A. Mortenson Co.
   for $100,877 will be allowed as a secured claim for $100,000.
   Mortenson will waive the remaining $877.  Mortenson will
   release any and all liens related to the property at 1150 West
   3rd Street, in Cleveland, Ohio.

K. McLaughlin Construction Co. and the Debtors agree that
   McLaughlin's Claim No. 3819 for $147,831 will be allowed as a
   secured claim.  McLaughlin will release any and all liens
   related to the property located at 4110 1/2 West Sam Houston
   Parkway, in Houston, Texas.

L. Murphy Company and the Debtors agree that:

   (a) Murphy's Claim No. 3306 for $18,594 will be allowed as a
       secured claim for $16,437 with the remaining balance being
       waived by Murphy;

   (b) The allowance of Claim No. 3306 is contingent on Hoffman
       Construction Co.'s Claim No. 12332 being reduced by
       $18,594.  The parties acknowledge that Claim No. 12332
       includes the Murphy claim for $18,594;

   (c) Murphy will release any and all liens related to the
       property in Overland, Missouri;

   (d) Murphy's Claim No. 16594 for $18,185 will be allowed as a
       secured claim for $17,418 with the remaining amount of the
       claim being waived by Murphy;

   (e) Claim No. 16594 will only be paid to the extent that
       IFCM's Claim No. 4507 is reduced by $18,185.  Claim
       No. 4507 includes the amount being asserted by Murphy in
       Claim No. 16594; and

   (f) Murphy will release any and all liens related to the
       property located on I-25 Frontage Road, Terry Bison
       Ranch, in Carr, Colorado.

M. Sach Electric Company and the Debtors stipulate that:

   (a) Sach's Claim No. 23136 for $79,385 will be allowed as a
       secured claim for $70,240;

   (b) The $9,145 remaining amount of the claim will be waived;

   (c) Sach will release any and all liens related to the
       property at 720 Olive Street, in St. Louis, Missouri.

N. Pursuant to a letter agreement dated September 4, 2003, T & K
   Roofing and Sheet Metal Co. and the Debtors agree that:

   (a) T & K Roofing's Claim No. 4569 for $22,885 will be allowed
       as a secured claim; and

   (b) T&K Roofing will release any and all liens related to the
       property at 185 SE 50th Avenue, in Cedar Rapids, Iowa.

O. Alliance Fire Protection, Inc., and the Debtors agree that:

   (a) Alliance's Claim No. 16762 for $35,762 will be allowed as
       a secured claim; and  

   (b) Alliance will release any and all liens related to the
       property in Willow Springs, Illinois and the property in
       Downer's Grove, Illinois.

P. The Debtors' objections to Teng & Associates, Inc.'s Claim
   Nos. 600 and 601 are resolved.

Q. Tishman Technologies Corp. and the Debtors agree to stipulate
   as to the claim treatment of Tishman's Claim No. 6548.  The
   Joint Stipulation and Agreed Order will be submitted to the
   Court at a later date.

The Debtors settled these claims pursuant to Joint Stipulation
and Agreed Orders approved by the Court:

   Claimant                                     Claim No.
   --------                                     ---------
   WH Canon, Inc.                                 11107
   Albert Arno, Inc.                              15628
   West Star Electrical                           19046
                                                  19047
                                                  19048
                                                  19049
                                                  19050
                                                  19051
                                                  19052
                                                  19053
                                                  19054
                                                  19055

The Debtors reserve their rights to object to 17 Claims.  The
hearing to consider the continued claims is adjourned to June 1,
2004:

   Claimant                                     Claim No.
   --------                                     ---------
   Adco Electrical Corp.                          15060
                                                  15061
   Point to Point Communications                  28386
                                                  28385
                                                  28384
                                                  28424
                                                  28426
                                                  28152
                                                  28148
                                                  28286
                                                  28912
                                                  28911
                                                  28910
                                                  28156
   Thorne Associates, Inc.                        22516
                                                  22517
   Dynamic Cable Construction, LP                 12222

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)  


* John D. Bond III to Lead Bradley Arant's New Charlotte Office
---------------------------------------------------------------
Bradley Arant Rose & White LLP, headquartered in Birmingham,
Alabama and the city's oldest and largest law firm, is opening an
office in Charlotte, NC, one of the region's fastest-growing
markets. Situated on the 26th floor of the Bank of America
Corporate Center in downtown Charlotte, Bradley Arant's sixth
office will be anchored by John D. Bond III, former President and
General Counsel of J.A. Jones Construction.

Bradley Arant's new Charlotte office will build upon one of the
firm's key strengths - its Construction and Procurement Practice
Group - which is well-known throughout the industry and which has
a national and international reputation. Bradley Arant currently
represents many of the top construction companies in the United
States as ranked by Engineering News Record, including BE&K;
Brasfield & Gorrie; Caddell Construction; Chicago Bridge & Iron;
Clark Construction Group; B.L. Harbert International; Hoar
Construction; Kvaerner Power, Inc.; Kvaerner U.S. Inc.; Robins &
Morton, and Washington Group, International. Clients also include
leading owners, developers, construction lenders and managers,
subcontractors, architects, engineers and sureties. In addition to
clients in the construction industry, corporate clients include
SouthTrust Bank, apparel maker Russell Corporation, and Vulcan
Materials Company, the largest producer of construction aggregates
in the United States. Today, Bradley Arant's diverse client base
includes nearly 100 of the Fortune 500 companies.

"Charlotte is the next step in our strategic plan to enhance our
regional presence," said Beau Grenier, Chairman of Bradley Arant's
Executive Committee. "Charlotte is a vibrant, growing market, and
we look forward to building our presence in the Carolinas around
John Bond's considerable experience and extensive network of
business relationships. In addition to our core construction
strengths, Bradley Arant will also be bringing to Charlotte broad
experience in many other practice areas," Grenier added. "We are
delighted to have John Bond on our team and we could not have
chosen a better cornerstone upon which to build this office."

A native of Alabama, Bond is a former partner in the Washington,
DC law firm of Spriggs & Hollingsworth, where he maintained a
national and international practice in construction and
procurement law. He later served J. A. Jones Construction first as
Senior Vice President and General Counsel, and then as President.
He returned to the private practice of law last October when he
joined Bradley Arant's main office in Birmingham.

A member of the Associated General Contractors' National
Contractors Committee, Bond also serves on the board of directors
of the American Arbitration Association and as a member of its
National Panel of Arbitrators for complex cases.

"Bradley Arant is one of the most highly respected law firms in
the South," said John Bond. "In my view, it has one of the most
experienced construction law practices in America. It is a great
honor for me to be associated with Bradley Arant and to bring all
the resources of this distinguished firm to Charlotte."

                   About Bradley Arant

Founded in 1871, Bradley Arant has long been recognized in
national and international legal circles. Four of the firm's
attorneys are former clerks to justices of the U. S. Supreme
Court, and 48 Bradley Arant partners - nearly half of the entire
partnership - are listed in The Best Lawyers in America. Twenty-
four Bradley Arant partners have been elected by their peers
across the country to professional organizations comprised of the
preeminent practitioners in their respective areas, including the
American Colleges of Trial Lawyers, Tax Counsel, Construction
Counsel, Real Estate Lawyers, Trust & Estate Counsel, Labor &
Employment Lawyers, Bond Counsel, and Bankruptcy Counsel.

The 2004-2005 edition of Chambers USA - America's Leading Business
Lawyers ranks Bradley Arant as Alabama's number one firm in all
four categories surveyed, i.e., 1) corporate/mergers &
acquisitions; 2) employment and labor law; 3) commercial
litigation; and 4) real estate law. Chambers also ranked Wayne
Drinkwater, who is a partner in Bradley Arant's Jackson office, as
the top litigation attorney in Mississippi.

With approximately 200 lawyers and offices in Birmingham,
Montgomery and Huntsville, AL, as well as Jackson, MS, Washington,
DC, and now Charlotte, NC, Bradley Arant maintains a diversified
civil practice. Practice areas in addition to construction include
banking, bankruptcy and creditor rights, employment benefits,
energy, environmental law, estate planning, general corporate,
governmental affairs, health care, intellectual property and
antitrust, international, labor and employment, litigation,
mergers and acquisitions, municipal finance, partnership and
business entity law, real estate, securities, tax,
telecommunications, trade regulation and white collar criminal
defense. The firm represents a broad spectrum of clients from
across the U.S. and abroad.

For more information on Bradley Arant Rose & White LLP, please
visit our website at http://www.bradleyarant.com/


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSAD      (293)         574     (364)
Alliance Imaging        AIQ         (40)         683       44
Akamai Technologies     AKAM       (175)         279      140
Amazon.com              AMZN     (1,036)       2,162      568
Blount International    BLT        (397)         400       83
Blue NLE Inc.           NILE       (27)           62       16   
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)
Choice Hotels           CHH        (118)         267      (42)
Cincinnati Bell         CBB        (640)       2,073      (47)
Cubist Pharmaceuticals  CBST        (18)         223       91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,033)       7,585    1,601
Graftech International  GTI         (97)         967       94
Imax Corporation        IMAX        (51)         246      (11)
Imclone Systems         IMCL       (271)         382       (3)
Kinetic Concepts        KCI        (246)         665      228
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (45)       2,398      637
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (31)          72        5
Northwest Airlines      NWAC     (1,775)      14,154     (297)
Nextel Partner          NXTP        (13)       1,889      277
ON Semiconductor        ONNN       (499)       1,161      213
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,016)      26,216   (1,132)
Sepracor Inc            SEPR       (619)       1,020      256
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT         (1)          64       33
Syntroleum Corp.        SYNM         (2)          47       14
Triton PCS Holdings     TPC        (180)       1,519       52
UST Inc.                UST        (115)       1,726      727
Valence Tech            VLNC        (18)          36        4
Vector Group Ltd.       VGR          (3)         628      142
Western Wireless        WWCA       (224)       2,522       15


                           *********

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 ***