/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/040602.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 2, 2004, Vol. 8, No. 108 Headlines 9600 BAMBOO LTD: Voluntary Chapter 11 Case Summary 360NETWORKS: Selling Canadian Assets To Bell Canada for US$205 Mil ADELPHIA COMM: Wants To Employ Traub Bonacquist As Special Counsel AGED STONE IMPORTS: Case Summary & 9 Largest Unsecured Creditors ALLEGIANCE TELECOM: Plan Confirmation Hearing Set for June 7 ANC RENTAL: Releases Status Report on Avoidance Actions ATLANTIS SYSTEMS: Expects to File Delayed Reports by June 30 AUM HOSPITALITY: Voluntary Chapter 11 Case Summary BEVSYSTEMS INTERNATIONAL: Executes Sun Rayz Water Merger BOOK4GOLF.COM: Court & Shareholders Approve Plan of Arrangement BP INT'L: Auditors Air Doubts about Going Concern Viability BUDGET GROUP: Court Fixes June 7, 2004, Admin. Claims Bar Date BURLINGTON IND: BII Distribution Trust Reports Claims Status CME TELEMETRIX: Delivers Improved First Quarter 2004 Results CME TELEMETRIX: Shareholders to Meet in Toronto on July 15 COEUR D'ALENE: Wheaton Cites History of Losses a Point Against Bid COEUR D'ALENE: Tells Why Wheaton Offer Provides Superior Value DEEP WELL OIL: Horst A. Schmid Discloses 5.3% Equity Stake DII INDUSTRIES: Wants To Assume Insurance CIP Settlement Pacts DT INDUSTRIES: Look for Schedules & Statements by June 26 ENRON CORPORATION: Asks Court To Approve LJM2 Settlement Agreement FIBERMARK: Moody's Withdraws Ratings Following Chapter 11 Filing FLEMING COS: List of Retained & Excluded Actions and Releasees FONEFRIEND: Shareholders Register 17.95 Million Shares for Sale FORT HILL: Wants Until June 4 to File Schedules & Statements FOURTH AND WASHINGTON: Schedules & Statements Are Due Today FV STEEL & WIRE: Court Sets July 1 General Claims Bar Date GENTEK INC: Trust Wants 95 Creditors to Return Preference Payments GREENTECH USA: Losses & Deficit Raise Going Concern Doubt HAYES LEMMERZ: HLI Trust Settles 30 Avoidance Claims For $510,984 HENRY MARINE SERVICE: Case Summary & Largest Unsecured Creditors HERITAGE ORGANIZATION: Section 341(a) Meeting Set for June 17 INFORMATION ARCHITECTS: Auditors Express Going Concern Doubt JOEAUTO: Wants Exclusive Right to File Plan Extended to Aug. 10 KARMA MEDIA: Bagell Josephs Replaces Beckstead as Accountants KENNEDY MANUFACTURING: Gets OK to Hire Baden Gage as Accountants MICROCELL TELECOM: Board Recommends Rejecting Telus Corp. Offers MIRANT: Creditors' Panel Turns to Capstone for Financial Advice MKTG SERVICES: General Electric Discloses 15.7% Equity Stake MOBIFON SA: Telesystem Int'l to Increase Share Interest by 15.46% MYSTIC TANK: Files for Chapter 11 Protection in New Jersey MYSTIC TANK LINES: Case Summary & 20 Largest Unsecured Creditors NATIONAL BENEVOLENT: Committee Wants to Hire Tellatin Andreas NATIONAL CENTURY: Liberty National Wins Bid for California Clinic NAVISITE: Silicon Agrees to Increase Max Borrowing Level to $20MM NETWORK STORAGE: US Trustee Names 7-Member Creditors' Committee NEXEN INC: Will Present at UBS' Global Oil & Gas Conference Friday NRG ENERGY: Audit Committee Engages KPMG as Independent Auditor NRG ENERGY: Pays Lenders $1M to Amend Sr. Secured Credit Agreement PACIFIC GAS: Inks Stipulation Resolving Disputes With 7 Claimants PARMALAT GROUP: Agrees To Resolve Queensboro Payment Obligations PG&E NATIONAL: ET Debtors Ask For More Time To Submit Plan RCN CORPORATION: Wants Authority To Use Cash Collateral RELIANCE GROUP: Bank Committee Moves for July 7 Disclosure Hearing REVELATION AMERICA: Case Summary & 20 Largest Unsecured Creditors SAFETY-KLEEN: Creditors' Trust Agrees To Resolve Bondholder Claims SOLUTIA INC: Walking Away from Eight Calpine Contracts SPORTS CLUB: Brian Collins & Nanette Francini Resign as Directors V-3 GRAIN & CATTLE: Case Summary & 16 Largest Unsecured Creditors VILLARREAL BROS: Case Summary & 20 Largest Unsecured Creditors * Upcoming Meetings, Conferences and Seminars ********* 9600 BAMBOO LTD: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 9600 Bamboo, Ltd. 9600 Bamboo Road Houston, Texas 77041 Bankruptcy Case No.: 04-37788 Type of Business: The Debtor is engaged in the business of Real Estate. Chapter 11 Petition Date: May 31, 2004 Court: Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: J. Thomas Black, Esq. J. Thomas Black & Associates 6671 Southwest Freeway, Suite 100 Houston, TX 77074-2214 Tel: 713-772-8037 Fax: 713-772-5058 Total Assets: $2,300,000 Total Debts: $1,821,209 The Debtor did not file a list of its 20-largest creditors. 360NETWORKS: Selling Canadian Assets To Bell Canada for US$205 Mil ------------------------------------------------------------------ 360networks Corporation, a leading provider of broadband telecommunications in North America, has agreed to sell its Canadian assets, primarily Group Telecom, to Bell Canada for US$205 million in cash. Bell will also purchase selected northern US interconnection assets and related liabilities. "This is a great transaction for 360networks," said Greg Maffei, Chairman and CEO of 360networks. "Group Telecom has been growing profitability and faster than the market. We remained optimistic about our ability to continue to grow given our people, strong regional assets and focus on data and medium-sized enterprises. We are very disappointed to be exiting Canada, however the opportunity to monetize our tax losses and eliminate our debt was compelling." "This transaction validates 360networks' acquisition and operating strategy," said Wilbur L. Ross, Chairman and CEO of WL Ross & Co., a 360networks investor and Board Member. "GT was a strategic asset that was purchased attractively. The management team improved operations and got the company growing again. Now it is being sold for a big gain in less than eighteen months." 360networks will use the cash proceeds to pay down debt. Combined with cash on hand, the proceeds will eliminate the Company's debt. "In our view, the transaction represents a very good outcome for the senior creditors, particularly in light of the challenges in the telecom industry, and evidences management's hard work to maximize value for 360's creditors and other stakeholders," said Susan E. Atkins, Managing Director, JP Morgan Chase. "We intend to recommend this transaction to the senior creditors of 360networks." 360networks completed the purchase of GT in February 2003. During 2003, GT dramatically improved its operations and raised customer satisfaction reducing its churn, sales allowance and bad debt. GT also refocused its sales efforts on the data markets and medium- sized enterprises and rebuilt its sales funnel which allowed it to grow faster than the wire line market. 360networks has been taking advantage of the turmoil in the telecom market by adding synergistic, cash-flow positive assets at a fraction of their original construction cost and current replacement value. In addition to GT, during 2003, 360networks also acquired Dynegy's telecom assets and Touch America (formerly Montana Power). These acquisitions have allowed the company to serve its customers better by extending its network reach and product capabilities while lowering costs through higher utilization of network and overhead. Following the closing of the GT deal, 360networks will focus on its US operations, which include a low-cost, US long-haul network footprint with good metro access and a Western US regional network with unique reach into rural markets. With its debt-free balance sheet, attractive network, and experience in purchasing and improving the operations of distressed telecom assets, 360networks believes it has an opportunity to do more acquisitions. "Today there are fewer logical consolidation opportunities in Canada, but we do believe there are some interesting opportunities in the US," said Maffei. Until the deal closes, 360networks management structure and operating procedures will proceed as usual. Customers should continue to work with their points of contact within 360networks and Group Telecom for all inquiries pertaining to product, service, billing and technical matters. After close of the transaction, the Canadian businesses of 360networks will continue to operate as a separate division, under the brands primarily under the name Group Telecom, at least until the end of 2005. The deal, anticipated to close by September 2004, is subject to approval of the Canadian Competition Bureau. Bell Canada's Statement "This transaction is financially attractive and represents a meaningful step in our strategy to accelerate the growth of our business in the West," said Michael Sabia, Chief Executive Officer of Bell Canada. "The acquisition doubles both our network footprint and our access to customers in Western Canada. This move further demonstrates our sustaining commitment to expanding our presence in the West and solidifies our position as Canada's national communications company." "This transaction is a clear indication of our determination to further deliver on our long-term promise of serving British Columbian and Albertan customers under Canada's leading brand," said Stephen Wetmore, Group President, National Markets. "The state-of-the-art facilities that we are acquiring will add to Bell's existing network in Western Canada and will be easily integrated with our existing national IP network. It will also serve as an important platform from which Bell will develop and deliver new services to Western Canadians. By rapidly and cost- effectively expanding our Western Canadian technical, sales and marketing capabilities, we are offering a solid and competitive alternative for business customers' communications needs." "We are very pleased with the accomplishments at Group Telecom over the last year," said Greg Maffei, Chairman and Chief Executive Officer of 360networks. "Our strong network and people allowed us to grow profitability and faster than the market which made us an attractive partner for Bell and Call-Net. We are disappointed to be exiting Canada, but this transaction will ensure continued excellent service for our customers and is financially compelling." Sale of Operations and Retail Customers in Eastern Canada to Call-Net Bell has entered into a letter of intent to sell a significant portion of 360networks' operations in Ontario, Quebec and Atlantic Canada to Call-Net. Upon the closing of the transaction with 360networks, Bell will transfer most of the acquired 360networks' Eastern Canadian retail customer base to Call-Net and provide support services for a two-year period. "The sale of assets and customers to Call-Net will allow them to expand their services and allow us to divest duplicated network capabilities over time," said Mr. Sabia. "We are very pleased to be acquiring 360networks' business in Eastern Canada," said Bill Linton, President and Chief Executive Officer of Call-Net Enterprises. "On closing, this transaction will greatly expand our business customer base. It will also allow us to more rapidly and cost-effectively expand our local, fibre and IP networks in Eastern Canada, further reducing our reliance on leased facilities." Financial Impact and Other Considerations The acquisition of 360networks' business in Western Canada is expected to: -- add revenues and EBITDA to Bell's western operations -- reduce Bell's capital requirements in Western Canada, and -- produce significant operating synergies and tax benefits. The 360networks' business being purchased will have approximately C$1.5 billion of unused tax losses. Bell expects to fully utilize these losses by the end of 2005. The acquisition will have no material impact on BCE's 2004 financial targets made public on December 17, 2003. Beginning in 2005, the transaction is expected to be neutral to marginally accretive on an earnings per share basis at Bell's parent company, BCE Inc. The acquired business will operate as a division of Bell Canada under the 360networks and Group Telecom brands. Until the deal closes, 360networks' management structure and operating procedures will continue. Customers should continue to work with their points of contact within 360networks and Group Telecom for all inquiries pertaining to product, service, billing and technical matters. About Bell Canada Bell Canada, Canada's national leader in communications, provides connectivity to residential and business customers through wired and wireless voice and data communications, local and long distance phone services, high speed and wireless Internet access, IP-broadband services, e-business solutions and satellite television services. Bell Canada is wholly owned by BCE Inc. For more information please visit http://www.bell.ca/ About 360networks and its Canadian subsidiary, Group Telecom 360networks and Group Telecom provide telecommunications services in the US and Canada to over 10,000 carrier and commercial customers. We offer a comprehensive range of services from traditional local and long distance voice products to innovative products such as optical transport, wavelengths, Internet transport, Gigabit Ethernet, and optical virtual private networks (OVPNs). Our broadband fibre-optic network is one of the largest and most advanced on the continent, spanning 44,000 route miles (70,000 kilometers), and reaching 60 major cities, includes 17 metro fibre networks in nine Canadian provinces and a unique footprint in the rural Western US. Headquartered in Vancouver, British Columbia, 360networks, Inc. -- http://www.360.net/-- filed for chapter 11 protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on October 1, 2002, and emerged from chapter 11 on November 12, 2002. Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent the Company before the Bankruptcy Court. When the Debtors filed for protection from its creditors, they listed $6,326,000,000 in assets and $3,597,000,000 in liabilities. (360 Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service, Inc., 215/945-7000) ADELPHIA COMM: Wants To Employ Traub Bonacquist As Special Counsel ------------------------------------------------------------------ Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, LLP, in New York, relates that recently, the Adelphia Communications (ACOM) Debtors sought the Court's authority to abandon potential avoidance actions that might otherwise be prosecuted against certain entities. As the statutory deadline by which the avoidance actions must be brought in their Chapter 11 cases is approaching, the ACOM Debtors require the assistance of special litigation counsel to analyze transfers, commence and prosecute actions, and secure tolling agreements. In this regard, the ACOM Debtors selected Traub, Bonacquist & Fox, LLP, as special litigation counsel because of its extensive experience in handling avoidance actions and its cost-effective compensation structure. The ACOM Debtors also determined that the use of special litigation counsel for limited purposes will be more efficient, both in terms of cost and resources, than to use the services of one of their employed professionals. Traub Bonacquist has extensive expertise in creditors' rights and bankruptcy law, including bankruptcy litigation, and, specifically, the litigation of avoidance actions in Chapter 11 cases. By this application, the ACOM Debtors seek the Court's authority to employ Traub Bonacquist, nunc pro tunc to April 15, 2004. The ACOM Debtors propose to compensate Traub Bonacquist based on its hourly rates, which are subject to periodic, ordinary-course adjustments: Attorneys $260 - 635 Legal Assistants & support staff 75 - 150 The firm will also be reimbursed for actual and necessary expenses incurred. To the extent that the ACOM Debtors instruct Traub Bonacquist to commence one or more of the Avoidance Actions, then in lieu of its ordinary and customary hourly rate for services rendered from and after the date the Avoidance Actions are commenced, the firm's compensation will be modified. If the aggregate amount sought in the Commenced Avoidance Actions is: (a) between $0 and $15,000,000, then Traub Bonacquist will continue to be compensated at 100% of its current hourly rate; (b) between $15,000,000 and $30,000,000, then Traub Bonacquist will be compensated at 70% of its current hourly rate, plus 10% of the Net Recovery to the Estate; (c) between $30,000,000 and $45,000,000, then Traub Bonacquist will be compensated at 60% of its current hourly rate, plus 20% of the Net Recovery to the Estate; and (d) greater than $45,000,000, then Traub Bonacquist will be compensated by an amount equal to the greater of: (i) 60% of its current hourly rate; or (ii) a contingency fee of 25% of the Net Recovery to the Estate. Traub Bonacquist will be reimbursed for its expenses. If the ACOM Debtors direct Traub Bonacquist to dismiss one or more of the Commenced Avoidance Actions, for purposes of determining Traub Bonacquist's compensation, the aggregate amount sought in the Withdrawn Actions will not be excluded from the calculation. If the aggregate amount sought in the Commenced Avoidance Actions is greater than $100,000,000, then Traub Bonacquist and the ACOM Debtors will in good faith negotiate an appropriate modification to Traub Bonacquist's compensation structure for those matters above the $100,000,000 threshold. The modification will not result in Traub Bonacquist being compensated in an amount less than 10% of the Net Recovery to the Estate. Any compensation modification will be subject to further approval of the Bankruptcy Court. Paul Traub assures the Court that Traub Bonacquist has not represented and has no relationship with: (1) the ACOM Debtors; (2) their creditors or equity security holders; (3) any other parties-in-interest in ACOM's Chapter 11 cases; (4) their attorneys and accountants; or (5) the United States Trustee or any person employed in the Office of the United States Trustee, in any matter relating to these cases. Mr. Traub further informs the Court that Traub Bonacquist's attorneys do not hold or represent an interest adverse to the estate relating to the matters for which they seek to be retained. (Adelphia Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000) AGED STONE IMPORTS: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Aged Stone Imports, Inc. aka Aged Stone Wholesale 3365 South 300 West Salt Lake City, Utah 84115 Bankruptcy Case No.: 04-28625 Type of Business: The Debtor is a Wholesaler of Natural Granite and Marbles. Chapter 11 Petition Date: May 26, 2004 Court: District of Utah (Salt Lake City) Judge: William T. Thurman Debtor's Counsel: Anna W. Drake, Esq. Anna W. Drake, P.C. 215 South State Street, Suite 500 Salt Lake City, UT 84111 Tel: 801-328-9792 Fax: 801-364-3756 Total Assets: $1,040,532 Total Debts: $1,045,774 Debtor's 9 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service 941 Taxes $29,896 Beckstead, Luke Inventory $26,000 Tile & Carpet Shoppe Inventory $15,361 Old World Stone Inventory $10,093 MBNA Platinum Plus Suppllies $9,574 Danco Electrical, Inc. Contract labor $8,000 Antique Stoneworks Inventory $6,909 Baldwin, Dick Inventory $2,600 Staples Supplies $1,352 ALLEGIANCE TELECOM: Plan Confirmation Hearing Set for June 7 ------------------------------------------------------------ On April 22, 2004 the U.S. Bankruptcy Court for the Southern District of New York approved the Second Amended Joint Plan of Reorganization filed by Allegiance Telecom, Inc., and its debtor-affiliates. The Court will convene a hearing on June 7, 2004, to consider Confirmation of the telecom company's Plan. The Confirmation Hearing will be held at Room 610 of the Bankruptcy Court before the Honorable Robert D. Drain. The period during which creditors could cast their ballots to vote to accept or reject the Plan closed yesterday, June 1, 2004. Allegiance Telecom, Inc. is a holding company with subsidiaries operating in 36 major metropolitan areas in the U.S. who provide a package of telecommunications services, including local, long distance, international calling, high-speed data transmission and Internet services and customer premise communications equipment sales and maintenance services. The company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 03-13057) on May 14, 2003. The Debtors' Counsel are Jonathan S. Henes, Esq., and Matthew Allen Cantor, Esq., at Kirkland & Ellis in New York. ANC RENTAL: Releases Status Report on Avoidance Actions ------------------------------------------------------- The ANC Rental Corporation Debtors filed 1,071 avoidance actions prior to the statutory deadline for avoidance actions set forth in Section 546 of the Bankruptcy Code. Thomas G. Whalen, Jr., Esq., at Stevens & Lee, PC, in Wilmington, Delaware, relates that because of the time lag between the filing of the complaints and the entry of the order authorizing counsel to represent the Debtors, the Clerk of the Court issued the last summons in March 2004. The Debtors believe that service has been effected on all of the Defendants except 57. The Debtors expect to complete service on the 57 Defendants in the near future. In 324 cases, service has been effected, an answer has not yet been filed, and the Debtors have engaged in negotiations with the Defendants. The Debtors anticipate that these matters will be resolved or the Defendants will be required to respond to the Complaints by August 30, 2004. The Debtors will submit an updated report to the presiding Judge prior to the July 20, 2004 pretrial conference. The time lag affords the Debtors the opportunity of resolving the claims amicably, which is evidenced by the closure of approximately 92 cases between March 2004 and the present. The Debtors have not been in contact with the Defendants in 380 cases. Service has been effected and an answer has not been filed in the 380 cases. The Debtors intend to seek default judgment in all cases where the Defendants have neither responded to the Complaint nor contacted the Debtors' counsel prior to July 20, 2004. Mr. Whalen notes that in 111 cases, the Debtors have reached settlement agreements with the Defendants. To the extent Court approval was required for these settlements, it has been obtained. Pursuant to the Confirmation Order entered in these bankruptcy proceedings, settlements reached after April 16, 2004 do not require Court approval. The Debtors intend to file stipulations or notices dismissing the 111 cases in the near future, to the extent they have not been filed already. In 167 cases, service of process has been effected and the Defendants have answered or otherwise responded to the Complaint. To date, the parties have not yet begun formal or informal discovery. Service of process has been effected and the Defendants have also responded to the Complaint in 11 cases. In addition, the parties have begun formal or informal discovery. According to Mr. Whalen the Debtors filed Notice of Dismissals in 19 cases and the 19 cases have been formally closed by the Clerk of the Court. "None of the Debtors' avoidance actions has been scheduled for trial and no notices have been filed of the selection of mediators because it is more cost effective to attempt to resolve these claims amicably," Mr. Whalen explains. "None of the cases are ready for trial. An initial status conference for all of the Debtors' avoidance actions has been scheduled for July 20, 2004 at 10:30 a.m. before the Honorable Paul B. Lindsey. At the initial conference, the Debtors will propose a scheduling order for all of the cases, which are not settled or dismissed by then." Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation, is the world's third-largest publicly traded car rental company. The Company filed for chapter 11 protection on November 13, 2001 (Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in accordance with Section 1129(a) and (b) of the Bankruptcy Code. Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris, Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes & Associates, LLP, and Stevens & Lee, PC, serve as substitute counsel to represent the debtors' post-confirmation interests. When the Company filed for protection from their creditors, they listed $6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC Rental Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000) ATLANTIS SYSTEMS: Expects to File Delayed Reports by June 30 ------------------------------------------------------------ Atlantis Systems Corp. announced that the audit of its consolidated financial statements for the fiscal year ended December 31, 2003 is progressing as planned. Atlantis confirms that it expects to be able to file its Annual Financial Statements and its financial statements for the quarter ended March 31, 2004 by June 30, 2004. Atlantis previously announced on May 17, 2004 that it would be unable to file its Annual Financial Statements and Quarterly Financial Statements, along with related documentation, by their original due dates, being May 19, 2004 and May 15, 2004, respectively. The Ontario Securities Commission granted a two-month extension, allowing Atlantis to complete its audit and finalize its financial statements. Atlantis is a globally recognised developer of simulation-based aircraft training systems, with a client base that spans defence forces and government agencies throughout the world, as well as major commercial airlines and aircrew training centres. Atlantis trades on the Toronto Stock Exchange under the symbol AIQ. *may 19 2004 AUM HOSPITALITY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Aum Hospitality, Inc. 10155 North Freeway Houston, Texas 77037 Bankruptcy Case No.: 04-37779 Chapter 11 Petition Date: May 31, 2004 Court: Southern District of Texas (Houston) Debtor's Counsel: Thomas Baker Greene, III, Esq. Kajander & Greene 17 South Briar Hollow Lane, Suite 302 Houston, TX 77027 Tel: 713-963-9400 Fax: 713-964-9401 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. BEVSYSTEMS INTERNATIONAL: Executes Sun Rayz Water Merger -------------------------------------------------------- On April 8, 2004, Bevsystems International, Inc., a Florida corporation, entered into a an agreement with Sun Rayz Water, Inc., whereby it acquired all of the issued and outstanding shares of common stock of Sun in exchange for 110,000,000 shares of common stock of the Company. Prior to entering into the Share Exchange Agreement, Sun was a wholly-owned subsidiary of Sun Rayz Beverages, Inc. The 110,000,000 shares of the Company issuable pursuant to the Share Exchange Agreement were issued subject to the following requirements: -- 35,000,000 shares of common stock of the Company were issued upon Sun transferring the license held by Sun to the Company; -- 35,000,000 shares of common stock of the Company were issued upon the management of Sun being appointed as officers/directors of the Company; -- 10,000,000 shares of common stock of the Company were issued upon negotiating a settlement with Rand L. Gray in connection with the judgment held by Mr. Gray against the Company; -- 25,000,000 shares of common stock of the Company were issued to Sun, which such issuance is subject to the entering into a settlement with Brickell Bay, LLC and the sale of the Company's Clearwater, Florida facility to Brickell Bay, LLC; and -- 5,000,000 shares of common stock of the Company were issued, which such issuance is subject to the negotiating of a settlement with Pan-American in connection with the lawsuit filed by Pan-American. As a result of the entering into the Share Exchange Agreement, Sun is a wholly-owned subsidiary of the Company. Sun currently holds a sub-license for the use of the "FLA-USA" brand name -- http://www.fm.flausa.com/ The "FLA-USA" brand name was originally developed by Visit Florida, Inc., which licensed use of the label to Florida Media, Inc. Florida Media, pursuant to the Brand Name License and Marketing Agreement, licensed use of the label to Sun Rayz Beverages, Inc., the sole stockholder of Sun. SRB then subsequently licensed use of the label known as "FLA-USA" to Sun. Prior to the Company's acquisition of Sun, Sun was a wholly-owned subsidiary of SRB, which is a wholly-owned subsidiary of Sun Rayz Products, Inc. Mr. Segal and Mr. Goeree, two of BevSystems' executive officers and/or directors, are officers, directors and shareholders of Sun Rayz Products. Sun's sole asset is a Marketing, Distribution and Copacking Sub-Licensing Agreement entered with SRB (the "Sub-License") in March 2004. The Sub- License provides Sun with the non-exclusive, worldwide right to use the "FLA-USA" label in connection with the marketing, sale and distribution of bottled water products on a retail and wholesale basis. In anticipation of entering into the Share Exchange Agreement and as consideration for the entering into the Sub- License, Sun agreed to pay to SRB (i) 35,000,000 shares of common stock of the Company (ii) 50% of any fees generated as a result of Sun's licensing of the label and any fees incurred by SRB from the original licensor of the FLA-USA label. * * * As reported in the Troubled Company Reporter's May 6, 2004 edition, BEVsystems International, Inc. (Pink Sheets:BEVI) announced that it has filed a motion to convert the involuntary Chapter 7 liquidation case filed against it to a reorganization proceeding under Chapter 11 of the U.S. Bankruptcy Code. The motion is pending before the U.S. Bankruptcy Court for the Middle District of Florida. If the motion is granted, the Company intends to use the filing of the petition as an opportunity to reorganize its operations. BEVsystems notes, however, that the motion to convert, as well as any potential plan of reorganization that may be proposed, are subject to approval by the Bankruptcy Court. Accordingly, no assurance can be given that BEVsystems' operations will continue for the foreseeable future. Rand Gray, BEVsystems' CEO, said, "This motion is the first step in what we hope will result in the development of a plan of reorganization that will allow the Company to move ahead with its operations and protect shareholder interests. As we are confident in the Company's products and prospects, we felt this step was a necessary response to the petition filed under Chapter 7. Assuming that the Bankruptcy Court grants our motion, the Company expects to pursue a business plan that incorporates both the Company's Life 02 products, as well as the newly acquired SunRayz Beverage products." BOOK4GOLF.COM: Court & Shareholders Approve Plan of Arrangement --------------------------------------------------------------- 3663701 Canada Inc., formerly Book4Golf.com Corporation, announced that it has received final Court and shareholder approval of its plan of arrangement. Completion of the plan of arrangement, which includes a consolidation of the Corporation's common shares on a three-for-one basis and a reorganization of its share capital, is subject to receipt of all necessary regulatory approvals. Shareholders also approved a change of name of the Corporation to B-for-G Capital Inc. BP INT'L: Auditors Air Doubts about Going Concern Viability ----------------------------------------------------------- BP International, Inc. is a manufacturer of tennis court equipment, industrial fabrics, athletic field and gymnasium equipment, privacy and construction fence screening, fabric architecture shade structures and cabanas, sports lighting, and custom netting. The Company manufactures products in five categories: -- Tennis and Tennis Court Equipment, such as windscreens and accessories, tennis nets, net posts, benches, court cabanas, court accessories, divider netting, backdrop curtains, protective padding, customized logos, volleyball equipment, basketball equipment and tennis court lighting. -- Athletics Equipment, such as turf protectors, field covers, windscreens artificial turf mats, safety rails, and batting cages and frames. -- Fencing Fabrics, such as privacy screens, decorative screens, kennel covers, horticultural fabrics, silt fencing, safety fencing, and temporary fencing. -- Netting, made with knotted and knotless nylon, knotted and knotless polyethylene, for sports activities such as baseball, soccer, golf, volleyball, tennis, hockey, lacrosse, and football, and for bird and scaffold netting. -- Shade Structures, Canopies and Cabanas, under the trade name 'ShadeZone'. BP International reported a net loss of $2,205,510 for the nine months ended February 29, 2004 compared to a net loss of $737,355 for the comparable period in 2003. Liquidity and Capital Resources The Company's principal source of working capital is income from operations, borrowings under its revolving credit facilities, and capital investment. The Company has experienced losses in the last two years and has relied upon borrowings under its revolving credit facilities and capital investment to maintain liquidity and continue operations. Its auditors have raised substantial doubt about the Company's ability to continue as a going concern. BP International has a revolving credit line which is secured by certain eligible receivables and certain eligible inventory. The Company can borrow up to 50% of its eligible inventory and up to 80% of its eligible receivables. The eligible inventory and eligible receivables is recalculated monthly, and audited quarterly. Presently, BP has borrowed the maximum available under the credit line. In addition, at May 31, 2003, the Company is not in compliance with certain covenants associated with its revolving line of credit agreement. During 2002 and early 2003, BP began to more fully develop its industrial fabric operations. As a result, it incurred additional advertising, personnel and research and development costs associated with this effort. In addition, management has employed additional administrative, production and sales staff in anticipation of significantly increased sales volume (particularly with respect to industrial fabrics) in fiscal 2004 in accordance with its business plan. In connection with this effort, BP has restructured its long-term debt obligations and has identified sources of additional equity capital. BUDGET GROUP: Court Fixes June 7, 2004, Admin. Claims Bar Date -------------------------------------------------------------- On April 20, 2004, the U.S. Bankruptcy Court for the District of Delaware confirmed the Second Amended Joint Chapter 11 Liquidating Plan of BRAC Group, Inc., and its debtor-affiliates. Any Administrative Claims against any of the Debtors other than BRAC II arising on or before July 29, 2002, must be filed with the Clerk of Court and served on counsel of the debtor, counsel to reorganized BGI, and the plan administrator on or before June 7, 2004 at 4:00 p.m. The Confirmation Order may be inspected at the office of the Clerk of Court or at the court website at http://www.de.courts.gov/ Headquartered in Daytona Beach, Florida, Budget Group, Inc., now known as BRAC Group, Inc., operates under the Budget Rent a Car and Ryder names and is the world's third largest car and truck rental company. The Company filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq., at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor, LLP, represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $4,047,207,133 in assets and $4,333,611,997 in liabilities. Following confirmation, the Debtors' Second Amended Joint Chapter 11 Liquidating Plan became effective on May 3, 2004. BURLINGTON IND: BII Distribution Trust Reports Claims Status ------------------------------------------------------------ Since December 31, 2003, the total number of claims filed against the BII Distribution Trust increased by 82 claims that are primarily related to reclamation claims, not previously registered by the claims agent: Type of Claim No. of Claims ------------- ------------- Creditor Filed Claims 1,668 Debtor Scheduled Claims 2,266 ------------- Total 3,934 Creditor Filed Claims and Debtor Scheduled Claims are segregated into these categories: Category No. of Claims -------- ------------- Administrative Claims 141 Priority Claims 251 Other Secured Claims 77 Multiple Classification Claims 55 Unsecured Claims 1,810 Convenience Claims 1,600 ------------- Total 3,934 Rebecca L. Booth, Esq., at Richards, Layton, & Finger, PA, in Wilmington, Delaware, provides a summary of Resolved Claims: Resolved Claims Summary No. of Claims ---------------------- ------------- Allowed Administrative, Priority and Other Secured Claims 42 Allowed Convenience Claims 1,420 Allowed Unsecured Claims 106 Expunged or withdrawn Claims 1,081 ------------- Total 2,649 As of March 31, 2004, Ms. Booth tells the Court that 1,388 Administrative, Priority, Other Secured and Convenience claims have been allowed, and the Trust has paid $7,408,117 related to the Allowed Claims. The Trust's unresolved open claims are categorized as: Open Claims Summary No. of Claims ------------------- ------------- Administrative Claims 35 Priority Claims 95 Other Secured Claims 42 Multiple Classification Claims 26 Unsecured Claims 1,021 Convenience Claims 66 ------------- Total 1,285 At March 31, 2004, the Trust has pending objections to 182 claims. During the second quarter of 2004, the Trust objected to an additional 100 claims. A total of 76 unliquidated claims remain unresolved. Six of these unliquidated claims are subject to pending Objections. In May 2004, the Court expunged 73 claims. In addition, the various reserves required pursuant to the Plan and estimated by the Trust will not be fixed and determinable until all claims are liquidated or the claim amount fixed by order of the Bankruptcy Court. The Trust has until October 31, 2004 to object to Administrative and General Unsecured Claims. $136,873,469 Reserve The Trust maintains reserves for certain obligations related to the former operations of Burlington Industries, Inc. However, the amounts of the liabilities are not determinable, and no assurances can be given as to the adequacy of the reserves to pay all contingent liabilities. As of March 31, 2004, the Trust has a $136,873,469 reserve, broken down into 11 descriptive categories: Reserve Description Amount ------------------- ------------ BII Distribution Trust $30,605,393 Disputed Administrative Expense Claims 6,000,000 Disputed Priority Expense Claims 7,500,000 Disputed Other Secured Expense Claims 8,600,000 Disputed Multiple Class Claims 6,000,000 Trade Convenience Claim 74,865 Worthless Stock Deduction 36,500,000 BII Liquidation Real Estate LLC 2,269,614 Letters of Credit - Cash Collateral 9,285,641 Working Capital Escrow and Fees Account 30,000,000 Working Capital Escrow - Interest Account 37,956 ------------ $136,873,469 (Burlington Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000) CME TELEMETRIX: Delivers Improved First Quarter 2004 Results ------------------------------------------------------------ CME Telemetrix Inc. (TSX Venture: CEM), a leading-edge developer of near-infrared instruments, announced financial results for the first quarter ended March 31, 2004. "We have successfully raised additional funds, reduced our expenses and focused the Company on generating near term revenue," said Duncan MacIntyre, CME President and CEO. "We are pursuing a path to sustainability through the commercialization of our reagentless in-vitro blood monitoring device, HemoNIR(TM), and through potential out-licensing agreements for our advanced glucose monitoring technology." For the three months ended March 31, 2004 the Company incurred a net loss of $255,000 ($0.03 per share) compared to a net loss of $659,000 ($0.07 per share) for the three months ended March 31, 2003. Revenue for the first quarter of 2004 was $527,000, an increase of $467,000 from the same period in 2003. This increase was principally due to a sale of certain assets during the quarter, including the rights to receive royalties on the sale of the Food Quantifier instrument as well as other non-core intellectual property rights, for proceeds of $500,000. Research and development expenses for the first quarter of 2004 were $402,000, a decrease of $153,000 from $555,000 in the first quarter of 2003. General and administrative expenses were $392,000 in the first quarter of 2004 compared with $362,000 for the corresponding quarter last year. At March 31, 2004, cash and cash equivalents were $97,000, compared to $253,000 at December 31, 2003. Subsequent to quarter- end, the Company raised additional capital, net of financing costs, of $1,930,000 through a private placement of securities. Based on the current cash utilization rate, management anticipates that the Company has sufficient capital resources to sustain operations into the first quarter of 2005. Management is pursuing several capital-raising initiatives including licensing opportunities and additional private placements of equity. About CME Telemetrix CME Telemetrix is a leading developer of near infrared, spectroscopy based, medical diagnostic technology. The Company has an extensive portfolio of optical, electronic and algorithm related patents in the field of blood analysis. Currently, the Company's primary focus is the development of in-vivo and in-vitro devices that utilize near infrared light to measure key blood analytes. Additional information is available on the Company's website at http://www.cmetele.com/ * * * As reported in the Troubled Company Reporter's February 19, 2004 edition, CME Telemetrix is continuing to pursue strategic initiatives, which include ongoing discussions with potential partners and the exploration of merger and acquisition opportunities. Also, to manage its cash position, management gave working notice to substantially all of its employees of their termination. This action ensures that should the Company not be able to secure adequate short-term and long-term financing it will not be liable for statutory termination payments. "We regret having to take this action in light of the tremendous dedication and loyalty our employees have demonstrated," said Duncan MacIntyre, President and Chief Executive Officer. "We remain committed to our goal of developing non-invasive blood monitoring devices that will improve the quality of life of millions of people, but in order for our scientists to continue this vital work we must secure additional capital resources." In the event that a financing solution is not found in the coming weeks, the Company will take further steps to wind down operations. CME TELEMETRIX: Shareholders to Meet in Toronto on July 15 ---------------------------------------------------------- CME Telemetrix Inc. (TSX Venture: CEM), a leading-edge developer of near-infrared instruments, will be holding its Annual and Special Meeting of Shareholders on July 15, 2004 at 10:00 AM at 20 Toronto Street, 2nd Floor, Conference Room B, Toronto, Ontario. About CME Telemetrix CME Telemetrix is a leading developer of near infrared, spectroscopy based, medical diagnostic technology. The Company has an extensive portfolio of optical, electronic and algorithm related patents in the field of blood analysis. Currently, the Company's primary focus is the development of in-vivo and in-vitro devices that utilize near infrared light to measure key blood analytes. Additional information is available on the Company's website at http://www.cmetele.com/ * * * As reported in the Troubled Company Reporter's February 19, 2004 edition, CME Telemetrix is continuing to pursue strategic initiatives, which include ongoing discussions with potential partners and the exploration of merger and acquisition opportunities. Also, to manage its cash position, management gave working notice to substantially all of its employees of their termination. This action ensures that should the Company not be able to secure adequate short-term and long-term financing it will not be liable for statutory termination payments. "We regret having to take this action in light of the tremendous dedication and loyalty our employees have demonstrated," said Duncan MacIntyre, President and Chief Executive Officer. "We remain committed to our goal of developing non-invasive blood monitoring devices that will improve the quality of life of millions of people, but in order for our scientists to continue this vital work we must secure additional capital resources." In the event that a financing solution is not found in the coming weeks, the Company will take further steps to wind down operations. COEUR D'ALENE: Wheaton Cites History of Losses a Point Against Bid ------------------------------------------------------------------ The Board of Directors of Wheaton River Minerals Ltd. (AMEX:WHT) (TSX:WRM) announced that, after careful consideration and consultation with its external financial and legal advisors, Wheaton will not be pursuing the proposal delivered to it by Coeur d'Alene Mines Corporation ("CDE") on May 27, 2004 for the following reasons: -- The combination with IAMGold continues to offer the best prospects for long term value. -- CDE has a history of losses and negative operating cash flow. -- The CDE proposal is dilutive to cash flow, earnings and net asset value per share. -- The CDE proposal will not achieve Wheaton's desired outcome of increasing Wheaton's gold content and will threaten CDE's silver premium. -- The CDE proposal will take significantly longer to complete than the IAMGold combination and involves greater transaction risks. -- The CDE proposal does not constitute a "Superior Proposal" under the Arrangement Agreement with IAMGold. The Board also announced that the shareholders meeting to approve the business combination with IAMGold Corporation will proceed as scheduled on June 8, 2004 and unanimously confirmed its recommendation that Wheaton shareholders vote in favour of the business combination with IAMGold. Wheaton also understands that the Board of IAMGold has determined not to pursue the highly conditional offer received from Golden Star Resources Ltd. and that IAMGold's Board will be confirming its recommendation that IAMGold shareholders vote in favour of the Wheaton/IAMGold combination. Wheaton believes that its shareholders should continue to have the right to consider and vote upon the IAMGold business combination at Wheaton's shareholders meeting on June 8, 2004. Ian Telfer, Chairman and CEO of Wheaton, stated that, "Wheaton continues to believe that the IAMGold transaction is the best alternative for creating long term shareholder value. We entered into the transaction with IAMGold as we believed that the strategic benefits to both Wheaton and IAMGold are significant. We continue to believe that this is so and are pleased that IAMGold has confirmed its determination to proceed with the combination." - The combination with IAMGold continues to offer the best prospects for long term value. The Board of Wheaton believes that the IAMGold business combination continues to offer the best prospects for long-term value. The Wheaton Board believes that the IAMGold business combination affords Wheaton shareholders a superior opportunity to participate in a leading low cost gold producer, which is well positioned for internal growth and has the financial strength and flexibility to take advantage of consolidation and acquisition opportunities. The Wheaton Board does not believe that the CDE proposal creates the same strategic benefits for Wheaton or its shareholders. - CDE has a history of losses and negative operating cash flow. CDE has incurred losses in each of the past five years and has publicly stated that its earnings are not sufficient to cover its fixed charges. In the last 33 quarters, from March 31, 1996 to March 31, 2004, CDE had a total of US$572 million in accumulated losses. In contrast, Wheaton accumulated US$95 million in earnings and is earnings positive during the last nine consecutive quarters. Further, CDE has had negative operating cash flow in each of the past three years, notwithstanding rising precious metal prices during that period. In contrast, Wheaton's cash flow and earnings have been extremely robust, reflecting its ability to extract full value from rising precious metal prices. Similar to Wheaton, IAMGold has a history of positive earnings and the IAMGold transaction is a more attractive fit in terms of earnings consistency. - The CDE proposal is dilutive to cash flow, earnings and net asset value per share. On all key metrics including net asset value, cash flow and earnings per share the CDE proposal would be extremely dilutive to Wheaton and its shareholders. - The CDE proposal will not achieve Wheaton's desired outcome of increasing Wheaton's gold content and will threaten CDE's silver premium. Wheaton believes that a merged CDE/Wheaton will not enjoy the current silver premium multiple applied to CDE as it is a predominately silver company. If CDE does not continue to trade at silver company NAV multiples, the value of the share consideration in CDE's proposal to Wheaton shareholders will likely decrease. - The CDE proposal will take significantly longer to complete than the IAMGold combination and involves greater transaction risks. Wheaton believes that CDE's estimated closing date of September 30, 2004 is aggressive and is more likely to take significantly longer to complete. The combination with IAMGold is scheduled to be completed on or about June 15, 2004. - The CDE proposal does not constitute a "Superior Proposal" under the Arrangement Agreement with IAMGold. Under the Arrangement Agreement, neither Wheaton nor IAMGold is permitted to negotiate in respect of a competing proposal unless the proposal constitutes a "Superior Proposal". In the case of Wheaton, the CDE proposal would have to deliver value to the Wheaton shareholders of Cdn$5.40 or greater in order for it to constitute a Superior Proposal. The CDE proposal does not do so. The threshold for a competing proposal was set at this level in recognition of the fact that the combination with IAMGold is being undertaken for strategic reasons. Summary of the Wheaton/IAMGold Business Combination IAMGold and Wheaton announced a business combination to be completed by way of a Plan of Arrangement whereby each Wheaton common share will be exchanged for 0.55 of an IAMGold common share. All outstanding warrants of Wheaton will be exercisable on similar share exchange terms as offered by IAMGold for Wheaton's common shares (for example 100 Wheaton warrants with a C$1.65 strike price expiring on May 30, 2007 would be exercisable for 55 IAMGold common shares with a C$3.00 strike price expiring on May 30, 2007). The common shares of the new company will continue to trade on the Toronto Stock Exchange and the American Stock Exchange. The new company is to be named AXIOM Gold Corporation. Shareholder of each company will be asked to approve the proposed business combination between IAMGold and Wheaton at shareholder meetings to be held on June 8, 2004 commencing at 11:00 a.m. EST at the Design Exchange, Toronto, Ontario, Canada. The new company was created based on the 'axiom' (a statement universally accepted as true) that for a business to deliver long- term sustainable benefits to its stakeholders, including its shareholders and the communities in which it works, it must generate strong and sustainable cash flow. AXIOM will be unique among its gold mining industry peers in its ability to deliver on this objective, a result of: (i) its compelling balance of consistent, strong cash flow derived from its attractive, geographically and politically diverse operating interests in seven gold mines located in the Americas, West Africa and Australia; (ii) the potential of its two near-term development projects; (iii) its portfolio of exploration properties and joint ventures; and (iv) its strong balance sheet, cash position and cash flow generating potential that enables it to continue to grow by investing in a balance of acquisitions of gold mining and/or development companies or assets, project development and exploration. AXIOM's forecast, annualized 2004 production will be 1 million gold equivalent ounces, plus exposure to copper production. Three mines, including the Sadiola mine in Mali, Tarkwa mine in Ghana and the Bajo de la Alumbrera mine in Argentina are world-class with respect to annual production rates, cash operating costs and reserves and resources and are operated by some of the most respected companies and management teams in the industry and are coupled by AXIOM's strong and consistent, solely owned and operated Luismin mines in Mexico and the Peak mine in Australia. The combined company's forecast 2004 gold equivalent cash operating costs are estimated to total less than US$100 per ounce. AXIOM will have proven and probable reserves of 9.0 million ounces plus additional measured and indicated resources of 4.4 million ounces and inferred resources of 10.5 million ounces. The new company will have strong operating cash flow and excellent financial flexibility with US$300 million in cash and gold bullion. AXIOM will have an attractive balance of immediate and near-term production growth through the development of the Amapari project in Brazil, the Los Filos project in Mexico and expansion of the Tarkwa mine in Ghana. These projects are expected to add over 300,000 ounces of annual gold production in 2006 at low cash operating costs. In addition, AXIOM will have a large portfolio of exploration projects in the Americas and West Africa. About the Company Coeur d'Alene Mines Corporation is the world's largest primary silver producer, as well as a significant, low-cost producer of gold. The Company has mining interests in Nevada, Idaho, Alaska, Argentina, Chile and Bolivia. * * * As reported in the Troubled Company Reporter's May 4, 2004 edition, Standard & Poor's Ratings Services raised its corporate credit and senior unsecured debt ratings on Coeur D'Alene Mines Corp. to 'B-' from 'CCC'. The outlook is stable. The Coeur D'Alene, Idaho-based silver and gold mining company currently has about $180 million in total debt. "The ratings upgrade reflects the improvement in industry conditions and in the company's liquidity and financial profile, which have provided Coeur with the capital necessary to develop its low-cost mining projects so that it can increase its limited reserve base and improve profitability and diversity," said Standard & Poor's credit analyst Paul Vastola. COEUR D'ALENE: Tells Why Wheaton Offer Provides Superior Value -------------------------------------------------------------- Coeur d'Alene Mines Corporation (NYSE: CDE) made the following statement regarding Wheaton River Minerals Ltd.'s (TSX: WRM, AMEX: WHT) comments on May 31: "The combination of Coeur and Wheaton River is compelling and provides superior value -- and the market agrees, based on the trading since our announcement," said Dennis E. Wheeler, Chairman and Chief Executive Officer of Coeur. "For Wheaton River shareholders, this transaction offers higher total value, the only cash component, greater trading liquidity, and superior organic growth in the Americas. We have received a positive reception from Wheaton River shareholders and will continue to meet with them to inform them of our proposal. "We are continuing to pursue this as a friendly transaction and we have offered to meet with the Wheaton River Board to discuss our premium offer and respond to any questions they may have. We are surprised and disappointed that Wheaton River's Board has made a recommendation to its shareholders without conducting any due diligence on Coeur or its properties. While we are disappointed that Wheaton River's Board has decided to proceed with a transaction that provides its shareholders with significantly less value than Coeur's offer, Wheaton River shareholders will have the opportunity to make their own decision at their shareholder meeting on June 8, 2004," Mr. Wheeler added. "On January 1, 2004, Coeur completed its restructuring. We eliminated C$394 (US$284) million of high interest debt, and Coeur today is a company with cash of C$322 (US$235) million and no net debt. The market has recognized our successful transformation making Coeur's shares among the best performing in the market place; and Coeur's past losses are no longer relevant," Mr. Wheeler concluded. In its offer to Wheaton River, Coeur provided a point-by-point comparison of Coeur's offer with the pending IAMGOLD transaction. The comparison clearly demonstrates the superiority of the Coeur offer, and is repeated here: Coeur Offer IAMGOLD Offer Superior Proposal 0.649 Exchange + Cash 0.55 Exchange 1. Value of Offer May 27, 2004 C$4.50 C$4.06 Coeur March 30, 2004 C$5.86 C$5.14 Coeur 2. Cash in Offer per Share C$0.50 (US$205mm) Nil Coeur 3. Operating Expertise 70 years Nil Coeur 4. Trading & Liquidity Liquidity $75 mm/day $45 mm/day Coeur Pro-Forma Exchange NYSE/TSX TSX/AMEX Coeur 5. Growth Projects Projects Contributed 2 Projects 1 Expansion Coeur + 2 Expansion - 19% minority - Wholly Owned interest 6. Profile Silver Production World's Largest 6.5 mm ozs Coeur Primary Silver Co. Gold Production Top 10 Gold Top 10 Gold - Producer Producer Cash Costs Cash Costs Cash Costs - Below $125/oz Below $125/oz 7. Reserves & Resources Reserves 9 mm ozs 9 mm ozs - Reserves + Resources 21 mm ozs 24 mm ozs - About the Company Coeur d'Alene Mines Corporation is the world's largest primary silver producer, as well as a significant, low-cost producer of gold. The Company has mining interests in Nevada, Idaho, Alaska, Argentina, Chile and Bolivia. * * * As reported in the Troubled Company Reporter's May 4, 2004 edition, Standard & Poor's Ratings Services raised its corporate credit and senior unsecured debt ratings on Coeur D'Alene Mines Corp. to 'B-' from 'CCC'. The outlook is stable. The Coeur D'Alene, Idaho-based silver and gold mining company currently has about $180 million in total debt. "The ratings upgrade reflects the improvement in industry conditions and in the company's liquidity and financial profile, which have provided Coeur with the capital necessary to develop its low-cost mining projects so that it can increase its limited reserve base and improve profitability and diversity," said Standard & Poor's credit analyst Paul Vastola. DEEP WELL OIL: Horst A. Schmid Discloses 5.3% Equity Stake ---------------------------------------------------------- The aggregate number and percentage of common stock beneficially owned by Horst A. Schmid is 650,000 shares, representing 5.3% of the outstanding common stock of Deep Well Oil & Gas, Inc. of Calgary, Alberta, Canada. Horst A. Schmid has the sole power to vote and/or dispose of the 650,000 shares he indirectly owns. The purchase of the 650,000 (post two-for-one forward split) shares occurred on February 6, 2004. Personal funds of Horst A. Schmid in the amount of $4062.00 were used for purchase of the shares, purchased by Portwest Investment Ltd., a private corporation registered in Alberta, Canada, which is 100% owned and controlled by Horst A. Schmid. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities. Deep Well Oil & Gas, Inc. -- whose total stockholders' deficit tops $44,440 at March 31, 2004 -- and its former subsidiaries, were engaged in the manufacture and distribution of standard and custom precision mechanical assemblies and components throughout the United States. On February 19, 2003 the Company filed a petition for bankruptcy in the United States Bankruptcy Court under Chapter 11 in the Eastern District of New York titled "Allied Devices Corporation, Case No. 03-80962-511". The Company emerged from bankruptcy pursuant to a Bankruptcy Court Order entered on September 10, 2003 with no remaining assets or liabilities. The terms of the bankruptcy settlement included (1) a reverse common stock split of 30 shares of outstanding stock for one share (2) increasing the authorized common capital stock from 25,000,000 to 50,000,000 shares with a par value of $.001 (3) a change in the name of the Company from "Allied Devices Corporation" to "Deep Well Oil & Gas, Inc." (4) and the authorization for the issuance of 2,000,000 post split restricted common shares and 4,000,000 post split common shares in exchange for $50,000, which was paid into the bankruptcy court by the recipients of the shares. Restated and amended articles of incorporation completing the terms of the bankruptcy have been filed in the state of Nevada. Subsequent to the bankruptcy, on February 27, 2004, the Company completed a forward stock split of two shares for each outstanding share, with $.001 par value. DII INDUSTRIES: Wants To Assume Insurance CIP Settlement Pacts -------------------------------------------------------------- Eric T. Moser, Esq., at Kirkpatrick & Lockhart, LLP, in Pittsburgh, Pennsylvania, explains that coverage-in-place agreements are continuing relationship agreements where the policyholder and the insurance company agree in advance concerning the treatment of claims presented by the policyholder under its insurance policy and the amount of coverage under each policy. Over the years, DII Industries, LLC -- formerly known as Dresser Industries, Inc. -- has entered into CIP Agreements with several of its insurance carriers. DII Industries is the insurance policyholder for all of the CIP Agreements. Under all CIP Agreements, DII Industries has agreed with the relevant Insurance Company, concerning, among other things: (a) the manner in which DII Industries should handle asbestos and silica-related claims asserted against it; (b) the obligations, if any, of DII Industries in terms of keeping the Insurance Company apprised of significant developments concerning asbestos and silica-related claims, including settlements with holders of those claims; (c) the information that DII Industries must provide to the Insurance Company to obligate the Insurance Company to reimburse DII Industries for defense costs and indemnity costs; and (d) the manner in which the parties will calculate the amount that the Insurance Company must pay to reimburse DII Industries for defense costs and indemnity costs that it has incurred and paid. The Insurance Companies and DII Industries each allege that the other party has breached its obligations under the CIP Agreements. Mr. Moser tells the Court that the Debtors have maintained from the inception of their Chapter 11 cases that to the extent the CIP Agreements are executory contracts, these Agreements will be assumed on confirmation of the Plan. Despite the Debtors' assurances that the CIP Agreements will be assumed on the Plan Confirmation Date and the fact that the Debtors have never indicated that they will reject the CIP Agreements, the Insurance Companies have nonetheless raised concerns regarding the Debtors' treatment of the CIP Agreements. Notwithstanding the clarity of the Debtors' position, the Insurance Companies expressly asked the Debtors to assume the CIP Agreements in their Chapter 11 cases. Thus, to further clarify their position regarding the treatment of the CIP Agreements and to allay the concerns of the Insurance Companies, the Debtors sought and obtained the Court's authority to immediately assume the CIP Agreements. Mr. Moser assures Judge Fitzgerald that the Debtors' assumption of the CIP Agreements will not act as a waiver or cure of any existing or potential defaults, including any ongoing disputes with any party to a CIP Agreement. The Debtors are not seeking to extend any applicable cure period with respect to any actual or potential defaults under the CIP Agreements. The parties' ongoing disputes will be preserved for resolution in future coverage litigation. The CIP Agreements to be assumed by the Debtors clarify and set the scope of the insurance coverage available to them and the treatment of asbestos and silica-related claims asserted against them. The purpose of the parties' entry into the CIP Agreements is to minimize or resolve the existing coverage and payment disputes between the Debtors and the Insurance Companies. The assumption of the CIP Agreements will reduce the costs, uncertainties, and inconvenience associated with any present or future disputes or litigation between the parties arising from the Agreements. Judge Fitzgerald clarifies that any of DII Industries' obligations under the CIP Agreements and any indemnity claims arising under them will not be channeled to the Asbestos PI Trust or the Silica PI Trust but rather, on assumption of the CIP Agreements, will remain obligations of the applicable Reorganized Debtors or non-debtor parties. Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged in the engineering and construction business, providing a wide range of services to energy and industrial customers and government entities in over 100 countries. DII has no business operations. The Company filed for chapter 11 protection on December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the Debtors in their restructuring efforts. (DII & KBR Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000) DT INDUSTRIES: Look for Schedules & Statements by June 26 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Ohio, Western Division at Dayton, gave DT Industries, Inc., and its debtor-affiliates more time to file their schedules of assets and liabilities, statements of financial affairs and lists of executory contracts and unexpired leases required under 11 U.S.C. Sec. 521(1). The Debtors have until June 26, 2004, to file their Schedules of Assets and Liabilities and Statement of Financial Affairs. Headquartered in Dayton, Ohio, DT Industries, Inc. -- http://www.dtindustries.com/-- is an engineering-driven designer, manufacturer and integrator of automated systems and related equipment used to manufacture, assemble, test or package industrial and consumer products. The Company filed for chapter 11 protection on May 12, 2004 (Bankr. S.D. Ohio Case No. 04-34091). Ronald S. Pretekin, Esq., at Coolidge Wall Womsley & Lombard represents the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $150,593,000 in total assets and $142,913,000 in total debts. ENRON CORPORATION: Asks Court To Approve LJM2 Settlement Agreement ------------------------------------------------------------------ Enron Corporation and Enron North America Corporation ask the Court to approve the Settlement Agreement they entered into with the LJM2 Creditors Liquidation Trust, on its own behalf and on behalf of LJM2 Co-Investment, LP. The LJM2 Transaction Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New York, relates that LJM2 was ostensibly created to make equity and equity-related investments in entities principally engaged in energy or communications businesses. LJM2's original general partner was LJM2 Capital Management L.P., which was controlled by Andrew Fastow, Enron's former chief financial officer. Following its creation in 1999, LJM2, through Capital Management, entered into about 20 transactions and investments with Enron. The LJM2 Transactions were engineered -- on both sides -- by Mr. Fastow. Through the LJM2 Transactions, Mr. Fastow and other Enron insiders, in their own self-interest and in breach of their fiduciary duties, improperly transferred certain of Enron's assets off of Enron's consolidated balance sheet through transactions with LJM2 and funneled millions of dollars to LJM2 for the benefit of Mr. Fastow and others. On October 16, 2001, Enron announced that transactions with LJM2 were responsible for a $544,000,000 after-tax charge against earnings and a $1,200,000,000 reduction in shareholder equity. On September 25, 2002, LJM2 filed a Chapter 11 petition in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division. The LJM2 Dispute On December 2, 2002, Enron filed a Proof of Claim against LJM2 in the LJM2 Bankruptcy Case in which Enron asserted, on behalf of itself and certain affiliates, a contingent, unliquidated claim against LJM2. The basis for the Enron Claim includes a series of transactions, payments and events related to the LJM2 Transactions, which were described in the Second Interim Report of Neal Batson, Court-Appointed Examiner, dated January 21, 2003. On February 27, 2003, LJM2 filed an objection to the Enron Claim, which, in part, challenged the Enron Claim for lack of specificity. The LJM2 Bankruptcy Court converted the contested matter regarding the Enron Claim to an adversary proceeding and directed Enron to replead its claims with specificity through a complaint. Accordingly, on October 17, 2003, Enron and ENA filed their complaint against LJM2. In the Complaint, Enron and ENA seek the allowance of claims aggregating $233,600,000 against LJM2 relating to certain of the LJM Transactions pursuant to Sections 544, 548(a)(1) and 548(a)(1)(B) of the Bankruptcy Code. LJM2 and the LJM2 Trust dispute liability in respect of the Enron Claim. In October 2002, LJM2, on behalf of itself and certain affiliates, filed about 76 contingent, unliquidated claims against Enron and certain of its debtor affiliates. Enron disputes liability in respect of the LJM2 Proofs of Claim. The LJM2 Plan On August 18, 2003, the LJM2 Bankruptcy Court confirmed the LJM2 First Amended Liquidating Plan of Reorganization, as modified. Enron was the only party-in-interest in the LJM2 Bankruptcy Case that opposed the LJM2 Plan at the time of its confirmation. Pursuant to the LJM2 Plan and its Confirmation Order, certain assets, rights and claims were transferred by LJM2 to the LJM2 Creditors Liquidation Trust, also known as Trust A under the LJM2 Plan. Certain of LJM2's other assets, rights and claims have been transferred by LJM2 to a trust, known as Trust B under the LJM2 Plan, for the benefit of certain creditors that extended unsecured credit to LJM2. Included among the assets transferred to Trust B are certain claims and rights to pursue LJM2's limited partners for capital contributions allegedly due to LJM2, and to recover distributions made by LJM2 to the limited partners prior to the commencement of the LJM2 Bankruptcy Case. Under the LJM2 Plan, Mr. Sosland notes, the Enron Claim is treated as a Class 3 claim, which, in the event of allowance, will be entitled to receive a beneficial interest in the Trust A on a pro rata basis with other allowed non-subordinated Class 3 claims. Other creditors expected to have allowed claims in Class 3 of the LJM2 Plan include the Regents of the University of California as Lead Plaintiff for and on behalf of the Putative Class Action Plaintiffs in the Newby case, and Merrill Lynch Fenner & Smith, which holds an allowed subordinated claim for $1,827,000. Mr. Sosland reports that Enron filed an appeal from the LJM2 Confirmation Order, which is presently pending in the United States District Court for the Northern District of Texas, Dallas Division. In the District Court Appeal, Enron asserts, among other things, that the LJM2 Bankruptcy Court erred in confirming the LJM2 Plan because the LJM2 Plan did not comply with the requirements of Sections 1129(a)(7) and 1122 of the Bankruptcy Code. The Settlement Agreement After extensive and substantial arm's-length negotiations, the LJM2 Trustee and Enron have reached a comprehensive settlement of the claims and disputes among LJM2, the LJM2 Trust, Enron and ENA. Pursuant to the Settlement Agreement, the parties agreed to these terms: A. Enron Allowed Claim Enron will be allowed a $110,000,000 claim under Class 3 of the LJM2 Plan for the purposes of distribution under Section 502(c) of the Bankruptcy Code from the LJM2 Trust and a beneficial ownership in the LJM2 Trust. Enron will waive any right to seek reconsideration of the Enron Allowed Claim under Section 502(j) of the Bankruptcy Code; provided, however, that Enron will retain the right under Section 502(j) to seek to increase the amount of the Enron Allowed Claim up to $233,600,000 in the event that any person other than Merrill Lynch, the Regents, or Enron is determined to have an allowed claim in Class 3 of the LJM2 Plan. The Enron Allowed Claim will be held by Enron, and all distributions on account of the Enron Allowed Claim from the LJM2 Trust will be made to Enron. B. Non-Preclusive/Evidentiary Effect of Enron Allowed Claim Nothing contained in the Settlement Agreement, the Settlement Order, or the allowance of the Enron Allowed Claim will, or will be deemed to, have any res judicata, collateral estoppel, or any preclusive or evidentiary effect whatsoever on, or impair, restrict or affect in any manner whatsoever, the rights, claims, counterclaims, defenses, actions, causes of action, suits and liabilities, under Chapter 5 of the Bankruptcy Code or any applicable law, of (i) any limited partner of LJM2, or (ii) Enron or its affiliates as to any party other than LJM2 and the LJM2 Trust. C. Osprey Claim Enron will use its best efforts to cause the claim asserted by The Bank of New York, as Indenture Trustee of the Holders of the Osprey Notes, as amended, against LJM2 and the LJM2 Trust to be withdrawn with prejudice as part of Enron's pending settlement regarding Osprey. In the event Enron is unable to obtain withdrawal of the Osprey Claim, then the LJM2 Trust will litigate and seek disallowance of the Osprey Claim in its entirety, or will settle the Osprey Claim only on terms reasonably acceptable to Enron and the Regents. D. Dismissal of Pending Litigation and Claims Following the Effective Date, Enron and LJM2 will file the appropriate pleadings to cause the LJM2 Adversary and the LJM2 Appeal to be dismissed with prejudice, with each party bearing its own costs. Also, Enron and LJM2 will file the appropriate pleadings to cause the LJM2 Proofs of Claim to be withdrawn with prejudice. E. Acknowledgment Enron and ENA will acknowledge that they are bound by the LJM2 Plan, including its discharge and injunction provisions. F. Cooperation-LJM2/Enron Investments The LJM2 Trust, LJM2, and Enron will agree to cooperate with each other with respect to certain LJM2/Enron Investments, on the terms set forth in the Settlement Agreement. G. Effective Date/Conditions Precedent The obligations of Enron, ENA, LJM2 and the LJM2 Trust are subject to the satisfaction of these conditions on which date the Settlement Agreement will become effective: (a) the LJM2 Bankruptcy Court's approval of the Settlement Agreement; (b) the Enron Bankruptcy Court's approval of the Settlement Agreement; and (c) entry by the LJM2 Bankruptcy Court of an Order of Dismissal in the Regents/LJM2 Adversary in form and substance reasonably satisfactory to Enron and the LJM2 Trust granting the Regents and class action plaintiffs an allowed claim for $220,000,000, and the Order of Dismissal becoming final. "The legal and factual issues relating to the Enron Claim and the LJM2 Proof of Claim are extremely complex," Mr. Sosland remarks. "In the absence of a settlement, Enron would incur significant time and expense pursuing its claims." Moreover, Mr. Sosland points out that whether the Debtors will be able to prevail in their appeal of the LJM2 Confirmation Order is highly uncertain, and even if the Debtors prevail, there is no guaranty they would receive more under an alternate scenario than they will receive under the LJM2 Plan and the Settlement Agreement. (Enron Bankruptcy News, Issue No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000) FIBERMARK: Moody's Withdraws Ratings Following Chapter 11 Filing ---------------------------------------------------------------- On April 28, 2004, Moody's announced that it had withdrawn its ratings for FiberMark, citing the company's March 30, 2004, filing for chapter 11 protection under the U.S. Bankruptcy Code. Headquartered in Brattleboro, Vermont, FiberMark, Inc. -- http://www.fibermark.com/-- produces filter media for transportation applications and vacuum cleaning; cover stocks and cover materials for books, graphic design, and office supplies and base materials for specialty tapes, wallcoverings and sandpaper. The Company filed for chapter 11 protection on March 30, 2004 (Bankr. D. Vt. Case No. 04-10463). Adam S. Ravin, Esq., D. J. Baker, Esq., David M. Turetsky, Esq., Rosalie Walker Gray, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $329,600,000 in total assets and $405,700,000 in total debts. FLEMING COS: List of Retained & Excluded Actions and Releasees -------------------------------------------------------------- At the Disclosure Statement Hearing on May 25, 2004, the Fleming Companies, Inc. Debtors filed with the Court a voluminous list itemizing thousands of "retained causes of action" based on lease- related receivables claims, accounts receivables, vendor-related actions, actions and claims against former directors, officers, and retained professionals, pending and potential litigation claims, critical trade lien program participants, potential fraudulent conveyance actions, potential claims arising from postpetition asset sales, potential claims arising at leased and owned properties, taxing authorities, insurance carriers -- apparently everyone and every business with whom Fleming had any sort of trade, business or professional dealings. In addition, the Fleming Debtors identify the Excluded Releasees: Non-Debtor Party Title ---------------- ----- Kevin Darcy President, Foods Division Pat (Robert) Liska President, Eastern Regional - Retail Byron Lovell President, Food Division Charlie Meyers (Myers) Vice President, Catg Marketing & Procurement Scott Northcutt Executive Vice President, Human Resources Jerry Rebel Vice President, Finance, Controller Neal Rider EVP, Merchandising & Procurement Mark Shapiro Senior VP, CFO James Thatcher President, Southern Region Deloitte & Touche, LLP Ernst & Young, LLP Cap Gemini Ernst & Young Deutsche Bank Securities, Inc. Lehman Brothers Wachovia Securities Morgan Stanley & Co. Incorporated The Debtors and the Committee do not believe that some parties are within the Plan's definition of either D&O Releasees or Releasees in general. The Debtors do not intend under any circumstances to provide any kind of release or indemnification to these parties and therefore, in an abundance of caution, include them as Excluded Releasees: Non-Debtor Party Title ---------------- ----- Al Abbood Vice President, Catg Marketing & Procurement Tom Dahlen Vice President, Operating Steve Davis EVP, President Wholesale Mark Hansen Chairman of the Board and CEO Jeffery Joyner Vice President, Merchandising G/F/D Denny Lucas EVP, President, Retail Phil Murphy Senior Vice President, Procurement 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) FONEFRIEND: Shareholders Register 17.95 Million Shares for Sale --------------------------------------------------------------- FoneFriend, Inc. is registering and distributing a prospectus relating to the offering for sale of up to 17,950,000 shares of its common stock, par value $.001, by the selling shareholders identified in the prospectus. The common stock covered by the prospectus includes up to 15,000,000 shares of common stock issuable from time to time to Dutchess Private Equities Fund, L.P., which will become a shareholder pursuant to an Investment Agreement. The prices at which all selling shareholders may sell their shares will be determined by the prevailing market price for the shares or through negotiated transactions. The Company is not selling any securities in this offering and therefore will not receive any of the proceeds from the sale of the shares. It will, however, receive proceeds from the sale of securities under the Investment Agreement, also referred to as an Equity Line of Credit, that it has entered into with Dutchess, which permits FoneFriend to "put" up to $3 million dollars in shares of common stock to Dutchess. At no time will Dutchess own shares sufficient to make it an "affiliate" of the company within the meaning of the Securities Act of 1933, as amended. In addition, the Company may receive proceeds from the exercise of options to purchase 200,000 shares of common stock that are held by Compass Capital Group, Inc. at an exercise price of $.20 per share, which shares are also being registered under the prospectus. All costs associated with the registration will be borne by FoneFriend. The selling stockholders consist of: Compass Capital Group, Inc. 700,000 Danzig, Ltd. 150,000 Dutchess Private Equities Fund, L.P. 15,000,000 Lothar Elsaessar 300,000 Greentree Financial Group, Inc. 250,000 Hans Georg Huetter 300,000 RR Inv Holdings, Inc. 900,000 The Bulletin Board Productions, LLC 350,000 ---------- 17,950,000 The Company's common stock is quoted on the Over-The-Counter Bulletin Board under the symbol FFRD.OB. On February 26, 2004, the last reported sale price of the common stock was $0.17 per share. * * * Liquidity And Capital Resources In its Form 10-QSB/A for the quarter ended March 29, 2004 filed with the Securities & Exchange Commission, FoneFriend, Inc. reports: "At December 31, 2003, the Company had limited working capital and had no material unused sources of liquid assets and had no existing credit facility As a result, the Company is delinquent in certain general and administrative expenses and has a shortage of cash to pay its pending accounts payable. "A part of the Company's strategy is to seek external financing to grow its commercial business. Management is presently negotiating with several qualified investment sources in order to obtain the necessary financing required to implement its intended plan of business. The Company's operating capital for the current quarter was provided primarily through a loan from an unaffiliated third party and accrual of officers' salaries and consulting fees. "While the Company intends to generate working capital from its product and related services in the future, we expect our minimum capital needs during the current calendar year to be approximately $3 Million. This amount will primarily be used for manufacturing, implementing a large scale network system, marketing programs and for general working capital. However, the Company may not be able to obtain this required financing, or such financing may not be available on acceptable terms. Due to the Company's historical operating losses, there can be no assurance that projected capital requirements will not substantially exceed current and future capital resources. This could result in a significant and material adverse effect on our ability to continue operating. "Additional working capital needs of the Company may require issuance of equity securities, either on a public or private basis. Such issuances would, if consummated, affect the ongoing capital structure of the Company and may result in substantial dilution to shareholders. If additional funds are raised through the issuance of equity, convertible debt, or similar securities of the Company, the percentage of ownership of the Company's current shareholders will be reduced, and such new securities may have rights or preferences senior to those of the common stock held be current shareholders. To this extent, the Company has recently entered into a preliminary agreement with an unaffiliated third party to provide up to $3 Million in an equity line of credit. This agreement provides the Company with a series of put options whereby the third party will purchase shares of the Company's common stock at a discount to the current bid price. In connection with this preliminary agreement, the Company was obligated to cover legal expenses necessary to prepare final documents and has issued 12,500 shares in consideration of said legal expenses This financing arrangement is expected to result in substantial dilution. In the event that alternative funding sources are not available as and when needed by the Company, and this current equity financing is not fully realized, it could have a severe adverse impact on the combined business and results of operations of the Company and could result in the Company being unable to continue as a going concern. Management is continually monitoring and evaluating the financing sources available to achieve the Company's goals. "Due to the losses sustained by the Company and its lack of working capital, the Company's ability to remain a going concern depends upon its ability to generate sufficient cash flow to meet its obligations and to obtain additional financing as may be required. "As of December 31, 2003, management estimated that the Company's cash resources were not enough to meet the Company's estimated funding requirements for the remainder of the fiscal year ending March 31, 2004." FORT HILL: Wants Until June 4 to File Schedules & Statements ------------------------------------------------------------ Fort Hill Square Associates and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, to extend their Schedules filing deadline. The Debtors tell the Court that they need until June 4, 2004, to file their schedules of assets and liabilities, statements of financial affairs and lists of executory contracts and unexpired leases required under 11 U.S.C. Sec. 521(1). The Debtors report that they have been working diligently to compile the information necessary to complete the Schedules. Their key employees have been fully absorbed in initial hearings related to the case, as well as attending to debtor conferences and other administrative requirements. Due to the size and complexity of these cases and the time constraints with respect to various aspects of the cases since the Petition Date, the Debtors have not completed the requisite Schedules and will not be able to compile all of the information required to complete the Schedules on the current deadline. Headquartered in Boston, Massachusetts, Fort Hill Square Associates, manages and develops One International Place that consists of two separate but interconnected office towers consisting of over 1.8 million square feet. The Company filed for chapter 11 protection on May 7, 2004 (Bankr. Mass. Case No. 04- 13855). Alex M. Rodolakis, Esq., at Hanify & King represents the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed both estimated assets and debts of over $100 million. FOURTH AND WASHINGTON: Schedules & Statements Are Due Today ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, gave Fourth and Washington LLC more time to file its schedules of assets and liabilities, statements of financial affairs and lists of executory contracts and unexpired leases required under 11 U.S.C. Sec. 521(1). The Debtor has until today, June 2, 2004, to file their Schedules of Assets and Liabilities and Statement of Financial Affairs. Headquartered in Clayton, Missouri, Fourth and Washington LLC operates a hotel. The Company filed for chapter 11 protection on May 3, 2004 (Bankr. E.D. Miss. Case No. 04-45890). Randall F. Scherck, Esq., at Lathrop and Gage, L.C., represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $16,000,000 in total assets and $12,500,000 in total debts. FV STEEL & WIRE: Court Sets July 1 General Claims Bar Date ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Wisconsin sets July 1, 2004, at 4:00 p.m., as the deadline for creditors to file proofs of claim against FV Steel and Wire Company and its debtor-affiliates on account of claims arising prior to Feb. 26, 2004. Proof of claim forms must be delivered to: Keystone Claims Processing c/o Kurtzman Carson Consultants LLC 12910 Culber Boulevard, Suite 1 Los Angeles, CA 90066 Telephone (866) 381-9100 Governmental Unit Claims must be submitted by 4:00 p.m., on August 24, 2004, to Kurtzman Carson Consultants. The Debtor's Schedules of Asset and Liabilities may be inspected at the office of the Clerk of Court or at Kurtzman Carson Consultants' Web site at http://www.kccllc.net/keystone FV Steel and Wire Company filed for chapter 11 protection (Bankr. Wis. Case No. 04-22421-svk) on February 26, 2004. The Honorable Susan V. Kelley presides. The Debtor's Counsel is Bruce G. Arnold, Esq. of Whyte Hirschboeck Dudek, S.C. GENTEK INC: Trust Wants 95 Creditors to Return Preference Payments ------------------------------------------------------------------ Within the 90-day period prior to GenTek Inc., filing for bankruptcy protection, the Debtors made one or more transfers by check or wire transfers to 95 creditors, including: Creditor Amount -------- ------ A & P Tool, Inc. $81,545 A.M.T. Pump Co., Inc. 7,878 Abatetech, Inc. 37,902 Aggreko, Inc. 27,595 Airtronics Gage & Machine Company 99,882 Alpine Plastics, Inc. 11,530 Apex Industry Service Incorporated 11,212 Arch Chemicals, Inc. 36,184 Atlanta Asphalt Paving and Sealing, Inc. 18,000 Cognex Corporation 127,646 Comshare, Incorporated 19,604 Cook Associates, Inc. 14,666 Easy Lift Co., Inc. 11,098 Ensign-Bickford Industries, Inc. 21,825 Harris Infosource 8,268 Hays Tug & Launch Service, Inc. 61,300 Herbst Musciano 47,652 IBG NDT Systems Corp. 49,769 Industrial Controls Distributors, LLC 11,583 Industrial Services Company 16,682 Industrial Vision Source 10,240 J.M. Canty, Inc. 14,035 Jensen Fabricating Engineers, Incorporated 40,000 JH Process Equipment, Inc. 29,207 JSC Sales, Inc. 20,163 Metric Punch Co. 28,015 Mobile Dredging & Plumbing Co. 240,937 Moore Printed Circuits, Inc. 32,284 Northeast Services, Inc. 15,243 OES-A, Inc. 38,519 Ohio Air Systems 9,179 Omron Electronics, Inc. 18,685 QAD, Inc. 38,174 Rhonda de Stefano, Esq. 20,640 S2F Engineering, Inc. 80,020 Sandvik Steel, Inc. 345,796 Sapp Landscape 37,929 SCL - Nielsen Multimodal Transport, Inc. 28,775 Superior Welding and Boiler Repair, Inc. 83,537 Surpass Chemical Company, Inc. 21,402 T.S.R. Training Service & Repair, Inc. 45,433 Techniform Industries, Incorporated 13,651 At the time of the Transfers, the Creditors had a right to payment on account of an obligation owed to them by the Debtors. The Creditors either received Transfers of property from the Debtors or was the beneficiary of the Transfers. Rachel Lowy Werkheiser, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, PC, in Wilmington, Delaware, however, points out that the Debtors were insolvent during the period the payments to the Creditors were made. In addition, the Transfers enabled the Creditors to receive more on account of their debt than they would receive if: (a) the Debtors' cases were under Chapter 7 of the Bankruptcy Code; (b) the Transfers had not been made; and (c) the Creditors received payment of the debts to the extent provided by the Bankruptcy Code provisions. Thus, Ms. Werkheiser argues that the Transfers are avoidable pursuant to Section 547(b) of the Bankruptcy Code. In accordance with GenTek's Confirmed Plan, a Preference Claim Litigation Trust was created for the primary purpose of prosecuting the preference rights on behalf of, and for the benefit of beneficiaries. Under the Litigation Trust, Novare, Inc., was designated as preference claim administrator and Jack B. Fishman was designated as litigation trustee. Accordingly, the Litigation Trustee asks the Court to: -- declare that the Transfers are avoidable; -- direct the Creditors to immediately pay to the Litigation Trust the preferential amounts, and -- award the Litigation Trust its reasonable fees, costs and expenses. In the event that the Creditors fail or refuse to turn over the Transfers, the Litigation Trust wants Judge Walrath to disallow any Claims that the Creditors may assert, pursuant to Section 502(d). (GenTek Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000) GREENTECH USA: Losses & Deficit Raise Going Concern Doubt --------------------------------------------------------- Greentech USA, Inc. (formerly Dynamic Imaging Group, Inc.) was incorporated under the laws of the State of Florida in January 1999. Through its wholly-owned subsidiary, Dynamic Imaging Group, Inc., a Colorado corporation, it is engaged in the sale and rental of portable show displays, accessories and graphics, all of which are used in the trade show and trade exhibition industry. Greentech USA incurred net losses of $1,589,300 for the year ended December 31, 2003 as compared to a net loss of $1,205,749 for the year ended December 31, 2002. Since inception, the Company has incurred losses of $7,133,573. Its operations have been funded by the sale of common stock with gross proceeds of approximately $1,000,000 since inception. Additionally, Greentech signed convertible debentures and note agreements and borrowed approximately $ 2,000,000 from third parties and related parties. These funds were used for working capital and capital expenditures. Management believes that there is sufficient liquidity to meet all of the Company's current cash requirements for the next twelve months through cost reductions and increased marketing efforts together with additional proceeds from common stock sales. A key element of its strategy is to evaluate opportunities to expand through acquisition of companies engaged in similar and related complementary businesses. Any additional acquisitions may require additional capital, although there can be no assurances that any acquisitions will be completed. Also, management believes that additional funding will be necessary to expand market share. During the year ended December 31, 2003, operating cash requirement was $ 1,775,818, mainly attributable to the net loss of $ 1,589,300 mitigated by non-cash charges for depreciation of $29,065, beneficial interest on notes payable and Series A Preferred stock of $181,647, compensation related to the issuance of common stock for services rendered of $153,000, and other non cash items totaling $403,008. The independent auditors for the Company have stated that the Company has experienced losses from operations totaling $7,133,573 since inception, has cash used in operations of $1,775,818 in 2003, and has a working capital deficiency of $814,143 at December 31, 2003. These matters raise substantial doubt about the Company's ability to continue as a going concern. HAYES LEMMERZ: HLI Trust Settles 30 Avoidance Claims For $510,984 ----------------------------------------------------------------- The HLI Creditor Trust seeks the Court's authority to settle 30 avoidance claims aggregating $510,984. The 30 claims are: Vendor Amount ------ ------ A.E. West Petroleum Co., Inc. $12,000 The BOC Group 20,000 CIC Enterprises 20,500 Delta Machining 500 Fontijne America B.V. (Ltd.) 50,000 Fontijne Grotnes, Inc. 56,000 Global Exchange Services, Inc. 11,284 Great Lakes Hydraulics, Inc. 7,200 Industrial Shoe Co. 10,000 Internet Corporation 37,000 Lumbee Enterprises, Inc. 12,500 Lumbee Enterprises Michigan 12,150 Mellon Investor Services 7,600 Metaltec Steel Abrasive Co. 6,000 Miller and Company, LLC 60,000 Minature Precision Components 16,000 Moeller Manufacturing Co., Inc. 20,000 Nalco Company 20,000 Original Equipment Suppliers 250 Premelt Pump/Premelt Systems 3,500 SLC Limited Partnership 7,000 Safety-Kleen Systems, Inc. 65,000 Technical Staffing Solutions 5,000 Ube Machinery Sales Inc. 10,000 Victory Construction 1,000 Valor, LLC 6,500 Wells Fargo Bank, Indiana N.A. 500 Wells Fargo Equipment Finance 2,000 WESCO 25,000 W.W. Grainger, Inc. 6,500 ------- $510,984 ======= (Hayes Lemmerz Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000) HENRY MARINE SERVICE: Case Summary & Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Henry Marine Service, Inc. P.O. Box 7650 Spanish Fort, Alabama 36577 Bankruptcy Case No.: 04-12964 Chapter 11 Petition Date: May 21, 2004 Court: Southern District of Alabama (Mobile) Judge: William S. Shulman Debtor's Counsel: Irvin Grodsky, Esq. Irvin Grodsky, P.C. P.O. Box 3123 Mobile, AL 36652-3123 Tel: 251-433-3657 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Internal Revenue Service $255,088 c/o U.S. Attorney's Office 63 S. Royal St., #600, Riverview Plaza Mobile, AL 36602 Pinnacle Management $73,797 Allen Henry $45,330 Mobile County Revenue Commissioner $45,000 Whistler Machine Works, Inc. $32,158 Willis of Louisiana, Inc. $30,457 Atlantic Alabama Property Holding Co. $26,024 Hartmann, Blackmon & Kilgore $25,130 Radcliff/Economy Marine Services, Inc. $25,106 McDowell, Knight, Roedder & Sledge, $19,878 LLC Sue Henry $12,000 Welding Engineering Supply Co. $7,731 Stone Fuel $6,563 SouthTrust Bank Card Center $5,122 Depco Power Systems $5,000 Timco Industries $4,872 Citicards $4,587 Redmond Pipe and Supply $4,068 Marine Industries Corporation $3,190 Saunders Engine Company $3,155 HERITAGE ORGANIZATION: Section 341(a) Meeting Set for June 17 ------------------------------------------------------------- The United States Trustee will convene a meeting of Heritage Organization, LLC's creditors at 10:00 a.m., on June 17, 2004 in Room 976 at the Office of the U.S. Trustee, 1100 Commerce Street, Dallas, Texas 75242. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Dallas, Texas, The Heritage Organization, L.L.C., filed a chapter 11 protection on May 17, 2004 (Bankr. N.D. Tex. Case No. 04-35574). Cynthia Williams Cole, Esq., at Neligan Tarpley Andrews & Foley, L.L.P., represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed both estimated debts and assets of over $10 million. INFORMATION ARCHITECTS: Auditors Express Going Concern Doubt ------------------------------------------------------------ Information Architects Corporation (IARC) was a developer of dynamic content delivery and interchange infrastructure software solutions for both corporations and individuals. The Company suspended operations in late 2002. In 2003, the Company acquired the assets of Perceptre, LLC and commenced providing services using the Perceptre software. On June 16, 2003, the Company closed a definitive Asset Acquisition Agreement whereby IARC acquired all assets of Perceptre LLC, a New Mexico limited liability corporation. As a result of the acquisition, the assets of Perceptre were transferred to IARC for 215,350 shares of IARC Series B preferred stock. The Company commenced operations in June 2003 when it purchased the assets of Perceptre LLC. For the fiscal year ended December 31, 2003 the Company incurred a loss of $1,454,236 compared to a loss of $7,747,189 for the year ended December 31, 2002. Since inception, the Company had an aggregate net loss of $71.8 million. In order to continue operations, it will once again seek additional funding from outside sources. Among the options that are currently being explored to raise capital are the issuance of stock and/or debt financing. Without additional funding, IARC will not be able to continue operations. Salberg & Company P.A. were replaced by Atkins & Russell CPA's on August 21, 2003. Their report on the Company's financial statements for the year ended December 31, 2002 contained an expression of uncertainty related to Information Architect's ability to continue as a going concern through December 31, 2002. Russell & Atkins CPA's April 15, 2004, Auditors Report to the Board of Directors of Information Architects stated in part: "The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has experienced losses from operations totaling $71,751,851 since inception, has cash used in operations of $666,470 in 2003. These matters raise substantial doubt about the Company's ability to continue as a going concern." JOEAUTO: Wants Exclusive Right to File Plan Extended to Aug. 10 --------------------------------------------------------------- JoeAuto, Inc., is asking the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to extend the time during which it has the exclusive right to propose a plan of reorganization and solicit acceptances of that plan from creditors. The Debtor reports that it is currently negotiating with unnamed parties with the goal of formulating and then drafting and filing a plan of reorganization. The Debtor wants its exclusive plan filing period stretched through August 10, 2004, and wants through October 12, 2004, to gain acceptances of the plan. While the Debtor's case is not enormous, the Company says, the facts of the case demonstrate that it is sufficiently large and complex enough to require additional time to propose a plan of reorganization. The Debtor assures the Court that it has been diligent in working with potential investors while analyzing the various options for a successful emergence from chapter 11. The Debtor has spent considerable time analyzing contracts and leases and has made significant progress in rejecting those contracts and leases that are burdensome to the estate. Headquartered in The Woodlands, Texas, JoeAuto, Inc., -- http://www.joeauto.com/-- an auto service and repair company, filed for chapter 11 protection on January 30, 2004 (Bankr. S.D. Tex. Case No. 04-31492). Christopher Adams, Esq., at Bracewell & Patterson, LLP represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $11,100,000 in total assets and $16,100,000 in total debts. KARMA MEDIA: Bagell Josephs Replaces Beckstead as Accountants ------------------------------------------------------------- On April 17, 2004, Karma Media Inc. engaged Bagell Josephs & Company, LLC as the Company's independent accountants. On April 20, 2004, the Company dismissed its former public accountants, Beckstead and Watts, LLP. In the absence of an audit or similar committee, the Board of Directors of Karma Media approved the decision to change accountants. The report of Beckstead and Watts, LLP on the financial statement of Le Gourmet Co., Inc. (a predecessor of Karma Media Inc.) for the year ended December 31, 2002 contained a going concern opinion. The report of Beckstead and Watts, LLP on the financial statement of Karma Media for the year ended December 31, 2003 contained no adverse opinion or a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope, or accounting principles. KENNEDY MANUFACTURING: Gets OK to Hire Baden Gage as Accountants ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Western Division, gave its nod of approval to Kennedy Manufacturing Company, and its debtor-affiliates' application to Baden, Gage & Schroeder, LLC as their accountants and tax advisors. Baden Gage will: (a) perform audits of the Debtors' financial statements; (b) perform tax preparation and compliance services for all required local, state, and federal tax returns; and (c) perform any other task of an accounting or tax-related nature as deemed necessary in the circumstance and as agreed to by Baden. Baden Gage will charge the Debtors its hourly rates. The current hourly rates of the professionals who will have primary responsibility in this engagement are: Professionals Designation Billing Rate ------------- ----------- ------------ Christine Hootman Director $195 per hour Jeff Sanderson Director $195 per hour Brian Bowman Senior Manager $155 per hour Josh Ziegler In-Charge Accountant $105 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. MICROCELL TELECOM: Board Recommends Rejecting Telus Corp. Offers ---------------------------------------------------------------- Microcell Telecommunications Inc. (TSX:MT.A) (TSX:MT.B) announced the mailing of the Directors' Circular containing the previously announced recommendation of the Board of Directors that holders of Microcell's Class A Restricted Voting Shares, Class B Non-Voting Shares, Warrants 2005 and Warrants 2008 not tender into the unsolicited offers from TELUS Corporation commenced on May 17, 2004. The mailing will be completed on or before June 1, 2004. The Directors' Circular will also be available on SEDAR at http://www.sedar.com/and on Microcell's web site at http://www.microcell.ca/ The Board of Directors continues its full strategic review in order to determine the best way to maximize value for all holders of securities and intends to use the time provided by Microcell's existing Shareholder Rights Plan to actively pursue all its alternatives. The Board of Directors has deferred the separation time that would otherwise have occurred under the Shareholder Rights Plan as a consequence of TELUS' offers until a date to be determined by the Board of Directors in the future. The Company will be filing with the U.S. Securities and Exchange Commission an amended solicitation/recommendation statement on Schedule 14D-9, which will be available at the SEC's web site at http://www.sec.gov/ The Company reminds the holders of its Class A Restricted Voting Shares and Class B Non-Voting Shares that (i) each Class A Restricted Voting Shares may, at the option of the holder, be exchanged at any time for one Class B Non-Voting Share and (ii) each Class B Non-Voting Share may, at the option of the holder by providing a declaration of Canadian residency to the Company's transfer agent, be exchanged at any time for one Class A Restricted Voting Share. About the Company Microcell Telecommunications Inc. is a major provider, through its subsidiaries, of telecommunications services in Canada dedicated solely to wireless. Microcell offers a wide range of voice and high-speed data communications products and services to over 1.2 million customers. Microcell operates a GSM network across Canada and markets Personal Communications Services (PCS) and General Packet Radio Service (GPRS) under the Fido(R) brand name. Microcell has been a public company since October 15, 1997, and is listed on the Toronto Stock Exchange. * * * As reported in the Troubled Company Reporter's May 18, 2004 edition, Standard & Poor's Ratings Services placed its 'CCC+' long-term corporate credit ratings and the 'B-' senior secured debt rating, on Microcell Telecommunications Inc. on CreditWatch with positive implications following Telus Corp.'s announced cash bid for 100% of the shares of Microcell. At the same time, the ratings on the company's subsidiary, Microcell Solutions Inc., were also placed on CreditWatch with positive implications. "Should the bid be successful, Microcell's existing debt would likely be redeemed in its entirety," said Standard & Poor's credit analyst Joe Morin. Microcell currently has about C$400 million in senior secured bank debt outstanding. Under the credit facility covenants, a change of control in Microcell could result in an acceleration of the debt, which can be exercised at the option of lenders. In addition, the debt can be voluntarily prepaid at any time. Standard & Poor's assumes that if the debt is not accelerated by creditors, Telus would prepay the debt given the facility's higher interest rates and collateral features. MIRANT: Creditors' Panel Turns to Capstone for Financial Advice --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Mirant Corporation, et al., asks the U.S. Bankruptcy Court for permission to retain Capstone Corporate Recovery, LLC, as its financial advisor, effective as of April 29, 2004. According to Monica S. Blacker, Esq., at Andrews & Kurth, LLP, in Dallas, Texas, Shearman & Sterling, as counsel to Citibank, N.A., and Credit Suisse First Boston, in their role as agents for Mirant Corporation's prepetition lenders, engaged the financial advisory services of FTI Consulting, Inc., predecessor-in- interest of Capstone. Ms. Blacker relates that Shearman, in consultation with the Agents, has agreed to release Capstone so that it may be retained by, and serve as consultant for, the Mirant Committee. As financial advisors, Capstone will: * advise and assist the Mirant Committee in its analysis and monitoring of the Debtors' historical, current and projected financial affairs, including without limitation, its business plan, schedules of assets and liabilities, statement of financial affairs, periodic operating reports, analyses of cash receipts and disbursements, analyses of cash flow forecasts, analyses of trust accounting, analyses of various asset and liability accounts, analyses of cost- reduction programs, analyses of any unusual or significant transactions between the Debtors and any other entities, and analyses of proposed restructuring transactions; * review the Debtors' expense structure and identify opportunities for further reductions; * develop a monitoring report to enable the Mirant Committee to effectively evaluate the Debtors' performance on an ongoing basis; * advise and assist the Mirant Committee in: -- reviewing executory contracts, including leasing arrangements and providing recommendations to assume or reject; -- identifying or reviewing potential preferential payments, fraudulent conveyances and other causes of action; and -- reviewing the books and records of the Debtors for related party or potential avoidance actions; * perform liquidation analyses of the Debtors and advise the Mirant Committee and counsel in connection therewith; * assist and advise the Mirant Committee in evaluating and analyzing restructuring plans the Debtors propose; * review and provide analysis of any plan of reorganization and disclosure statement relating to the Debtors; * assist and advise the Mirant Committee in implementing a plan of reorganization; * ascertain the reasonableness of the Debtors' long-term viability and plan of reorganization; * analyze alternative reorganization scenarios in an effort to maximize the recovery to the Mirant Committee and develop negotiation strategies to support the Mirant Committee's position; * assist the Mirant Committee and its counsel in the negotiation of any and all aspects of a restructuring; * advise and assist the Mirant Committee in reviewing any proposed sales or acquisitions of strategic or non-strategic assets or business units; * advise and assist the Mirant Committee in its review of the Debtors' existing management process, including, but not limited to, organizational structure, cash management and management information and reporting systems; * render expert testimony and litigation support services, as requested from time to time by the Mirant Committee and counsel, regarding the feasibility of a plan of reorganization and other matters; * attend Mirant Committee meetings and court hearings as may be required in the role as financial advisor to the Mirant Committee; * assist and advise the Mirant Committee and counsel in reviewing and evaluating court motions filed or to be filed by the Debtors or any other party-in-interest; * participate in meetings and discussions with the Mirant Committee, the Company, the other parties-in-interest and their professionals; and * provide other bankruptcy and related financial advisory services as are consistent with the Mirant Committee's role and duties. Capstone will coordinate with Mirant Committee's other retained professionals to avoid any unnecessary duplication of services. The Mirant Committee will transition services presently performed by Huron Consulting Group, LLC, to Capstone, and there will be no or minimal duplication of services between the firms. Christopher J. Kearns, a member of Capstone Corporate Recovery, LLC, assures Judge Lynn that Capstone: (i) does not hold or represent any interest adverse to the Mirant Committee, the Debtors and any party-in-interest in the matters for which they are retained; and (ii) is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. Capstone will seek compensation for the services rendered on an hourly basis: Member $475 - 495 Professional Staff 200 - 450 Support Staff 125 - 175 Capstone will also seek reimbursement of its out-of-pocket expenses. Equity Committee Objects Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP, in Austin, Texas, notes that the Mirant Committee is replacing its existing professionals 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. Mr. Taylor points out that the Mirant Committee failed to articulate the reason for its seemingly sudden decision to replace its existing professionals. The Equity Committee is concerned that Capstone may not be "disinterested" as required by Section 328(c) of the Bankruptcy Code because of its long-standing relationship with Citibank. Mr. Taylor remarks that the continuous representation of Citibank by professionals now at Capstone regarding the Debtors might run counter to the required impartiality and detached judgment mandated by the Bankruptcy Code. As advisor prepetition, Capstone assisted Citibank in its zealous efforts to restructure certain prepetition credit facilities in a manner that was to Citibank's advantage. Indeed, Mr. Taylor notes, up to the very day before its purported engagement by the Mirant Committee, Capstone was actively assisting Citibank and its counsel in its efforts to enhance the position of Citibank and the other lenders party to the credit facility. "It may not be reasonable to expect that . . . Capstone can now rid [itself] of the taint of [its] prior representation of Citibank, where just a few days ago, [it] actively and openly represented only a discrete group of creditors," Mr. Taylor says. "The long-term, significant representation of Citibank by . . . Capstone may have created an indelible impression of bias that could foreclose [its] services to the unsecured creditors as a whole." Thus, the Capstone Application probably should be denied. The Equity Committee asks Judge Lynn 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 The Debtors complain that the Mirant Committee fails to explain why it needs another set of advisors. Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas, relates that in the proposed retention of Capstone, the Mirant Committee identifies certain professional services that are substantially identical to those authorized to be performed by Miller Buckfire Lewis Ying & Co., LLC. The Mirant Committee should distinguish how the professional services from Capstone differ from those provided by Miller Buckfire, whose employment is not being terminated. In addition, the Mirant Committee should explain to the Court why Miller Buckfire's services have been inadequate to date. Although it is unclear whether Huron Consulting Group, LLC, will be terminated, Mr. Phelan states that the Mirant Committee should also explain why Huron can no longer perform the retained services and why Capstone is better qualified to provide them. The Mirant Committee should explain how employing new professionals after 10 months and millions of dollars in fees is to the benefit of the Debtors' estate and these Chapter 11 cases, in general. Mr. Phelan contends that more information should be provided as to the extent of Capstone'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 Capstone'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. 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) MKTG SERVICES: General Electric Discloses 15.7% Equity Stake ------------------------------------------------------------ As of April 21, 2004, General Electric Capital Corporation beneficially owns, in the aggregate, 203,895 shares of the common stock of MKTG Services, Inc., representing approximately 15.7% of the outstanding shares of common stock of the Company. GE Capital holds sole voting and dispositive powers over the stock. In its Form 10-Q For the quarterly period ended March 31, 2004 filed with the Securities & Exchange Commission, MKTG Services, now known as Media Services Group, Inc. reports: "The Company has limited capital resources and has incurred significant historical losses and negative cash flows from operations. The Company recently sold off substantially all the assets relating to its telemarketing and telesales, direct list sales and database services and website development and design business held by certain of its wholly owned subsidiaries. In addition, the Company has instituted cost reduction measures, including the reduction of workforce. The Company intends to invest the proceeds from the recent sale of assets into new ventures And operations. Failure of any of the acquired ventures and operations to generate such sufficient future cash flow could have a material adverse effect on the Company's ability to continue as a going concern and to achieve its business objectives." Effective December 29, 2003, the Company changed its legal name from MKTG Services, Inc. to Media Services Group, Inc. MOBIFON SA: Telesystem Int'l to Increase Share Interest by 15.46% ----------------------------------------------------------------- Telesystem International Wireless Inc. (NASDAQ:TIWI) (TSX:TIW) announces that it has entered into an agreement in principle to acquire 15.46% of MobiFon S.A. from certain private equity investors for a combination of cash and common shares of TIW. TIW will acquire 25,185,168 shares of MobiFon in exchange for 28,358,499 shares of TIW, representing an exchange ratio of 1.126, and an additional 4,203,310 shares of MobiFon for $36.6 million in cash. The exchange ratio for the stock consideration has been established on an economic equivalency basis. Upon closing, TIW will increase its indirect ownership in MobiFon from 63.5% to 79.0%. The MobiFon shares will be acquired directly or indirectly from Deraso Holdings B.V. and certain Deraso shareholders, which include funds advised or managed by Advent International Corporation, Apax Partners, affiliates of The Bancroft Group L.P., Baring Communications Equity, Emporiki Venture Capital, GE Commercial Finance, GMT Communications Partners Limited, and JP Morgan Partners. An affiliate of JP Morgan Partners owns 28.2% of Deraso which in turn currently owns 14.4% of MobiFon. Affiliates of JP Morgan Partners already own 13.4% of TIW's common shares outstanding. "This is an important milestone in the continuing simplification process of our corporate structure, pursuant to which we continue to seek opportunities to increase our economic interest in our subsidiaries on terms that are attractive to our shareholders", said Bruno Ducharme, President and Chief Executive Officer of TIW. The terms of the agreement restrict the Selling Shareholders' ability to resell or otherwise dispose of their TIW shares for a period of 12 months following closing of the transaction. No more than 16.6% of the total TIW shares received by the Selling Shareholders can be disposed of three months after completion, an additional 16.7% six months after completion, a further 16.7% nine months after completion and the remaining 50% on the first anniversary of completion. The Selling Shareholders will obtain piggy-back registration rights for their TIW shares. The closing of the transaction remains subject to certain conditions, including the execution of final documentation, regulatory approvals and obtaining waivers from certain TIW shareholders to enable the Selling Shareholders to benefit from the piggy-back registration rights. Closing is expected to take place in the third quarter of 2004. The transaction is also subject to other MobiFon shareholders' pro rata rights of first refusal, which, if fully exercised, will reduce the actual number of shares to be acquired by TIW to an 11.6% interest in MobiFon in exchange for 21.3 million common shares of TIW and $27.5 million in cash. Assuming no rights of first refusal are exercised, this transaction would bring the number of TIW common shares outstanding from 139.9 million currently to 168.2 million. About TIW TIW -- http://www.tiw.ca/-- provides wireless voice, data and short messaging services in Central and Eastern Europe to more than 5.2 million subscribers. TIW is the market leader in Romania through MobiFon S.A. and a rapidly growing operator in the Czech Republic through Cesky Mobil a.s. TIW's shares are listed on NASDAQ ("TIWI") and on the Toronto Stock Exchange ("TIW"). * * * As reported in the Troubled Company Reporter's April 28, 2004 edition, Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on MobiFon Holdings B.V. to 'B-' from 'B'. At the same time, the rating on MobiFon Holdings' senior unsecured notes, due 2010, were raised to 'B-' from 'CCC+'. The outlook is stable. "The change in ratings reflects our review of the control relationship between MobiFon Holdings and its subsidiary MobiFon S.A. (unrated), and of the insulation of MobiFon S.A. from default at MobiFon Holdings," said Standard & Poor's credit analyst Joe Morin. As a result of this review Standard & Poor's has shifted the ratings methodology to a stand-alone ratings basis from a consolidated ratings basis. Standard & Poor's has determined that given the rights of the minority interest (held by Vodafone Europe B.V. (20%) and certain financial sponsors (16.5%)), MobiFon Holdings' creditworthiness reflects primarily the quality of the dividend stream received from MobiFon S.A. In the event of a credit event or deterioration, MobiFon Holdings would not be able to independently transfer additional liquidity from MobiFon S.A., nor would any creditor have direct recourse to MobiFon S.A. or its assets. As a result, MobiFon Holdings has a separate risk of default than MobiFon S.A. Although unrated, Standard & Poor's views the credit quality of MobiFon S.A. on a stand-alone basis in the 'BB-' ratings category. MobiFon S.A.'s credit quality is the anchor point to the MobiFon Holdings ratings. MYSTIC TANK: Files for Chapter 11 Protection in New Jersey ---------------------------------------------------------- Mystic Tank Lines Corp. announced that it has filed for financial reorganization under Chapter 11, Title 11 of the United States Code. Mystic -- http://www.mystictanklines.com/-- is one of the largest transporters of Gasoline, Jet Fuel, Oil and other petroleum products as well as Cement and Asphalt in the Northeastern United States. With over 500 employees and independent contractors, Mystic's operational footprint extends from Virginia to Maine. In conjunction with the filing, Mystic has reached an agreement with its Senior Secured Lender, Wells Fargo Business Credit, to provide debtor in possession financing. This financing will provide working capital to the Company to permit it to continue its operations without interruption. Mystic is represented by Albert A. Ciardi, III of Janssen Keenan & Ciardi P.C., Philadelphia, PA. Leonard Baldari, President and CEO, stated, "Our filing is principally a result of a number of intransigent legal issues, most of which are related to an insurance fraud that victimized Mystic and other large transportation companies. Additionally, a number of financial problems have negatively impacted our operating results for the past three years. For Mystic to prosper, our legal and financial problems must be brought to an end. We plan to emerge as a strong, stable, financially sound organization that continues to service our customers." MYSTIC TANK LINES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Mystic Tank Lines Corp. 395 State Highway, Route 34 Matawan, New Jersey 07747 Bankruptcy Case No.: 04-28333 Type of Business: The Debtor provides transportation and bulk carrier services. See http://www.mysticbulk.com/ Chapter 11 Petition Date: June 1, 2004 Court: District of New Jersey (Trenton) Judge: Raymond T. Lyons Jr. Debtor's Counsel: Albert A. Ciardi, III, Esq. Janssen Keenan & Ciardi, P.C. One Commerce Square 2005 Market Street, Suite 2050 Philadelphia, PA 19103 Tel: 215-599-7281 Fax: 215-665-8887 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 ------ --------------- ------------ Robinson Brog Leinward c/o Ronald Goodman $2,110,232 1345 Ave of the Americas New York, NY 10105 Leonard Baldari $1,750,000 c/o Ronald Koniuk, Esq. Kera Graubard & Litzman 240 Madison Ave., 7th Fl. New York, NY 10016 New York State Insurance Fund $1,091,279 c/o Ellen S. Mendelson Attorney for the State of NY 120 Broad Street New York, NY 10271 A.I. Credit Corp. c/o Mark Speed, Esq. $759,606 P.O. Box 5697 GPO New York, NY 10087-5987 Gerald Kaniuk $475,285 50 Jericho Turnpike Jericho, NY 11753 Internal Revenue Service $454,258 10 MetroTech Center 625 Fulton Street Brooklyn, NY 11201 Gabrielli Truck Sales $360,471 3200 Horseblock Road Medford, NY 11763 Mildred Wilson $350,000 c/o Charles A. W. Wilson, Trustee P.O. Box 2047 836 Jefferson Way West Chester, PA 19380 New York Teamster Local 553 $280,000 265 W. 14th Street, Room 305 New York, NY 10011 Connecticut Tank Removal $254,264 P.O. Box 716 Fairfield, CT 06430 TMW Systems $247,931 Sprague Energy $224,900 AmeriQuest $159,200 Teamstars Welfare $154,331 Custom Bandag $72,000 Zurich North American $60,973 JMR Graphics $54,430 Liberty Mutual Insurance c/o Jonathan Kuller, $52,951 Esq. Warex Terminals $41,076 Industrial Components $33,738 NATIONAL BENEVOLENT: Committee Wants to Hire Tellatin Andreas ------------------------------------------------------------- The Official Unsecured Creditors' Committee of The National Benevolent Association of the Christian Church's chapter 11 cases wants permission from the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, to employ Tellatin, Andreas & Short, Inc., as its real estate appraisers. The Committee wants to retain Tellatin Andreas, effective March 9, 2004, to assist it in the valuation of senior housing and long-term care facilities owned and operated by the Debtors, as well as the corporate headquarters for the Debtors. The Committee has selected Tellatin Andreas because of its extensive experience in conducting market studies and appraisals of senior living facilities, health care facilities, and continuing care retirement communities In its capacity, Tellatin Andreas will: a. research and analyze relevant regional, neighborhood, property and market data in order to communicate appraisals reflecting the market value of the business enterprises, including the fee simple and/or lease/life- care encumbered interests in the real estate; b. value the facilities using the cost, sales comparison and income capitalization approaches to be reconciled into final estimates of value; and c. consult with the Committee on appraisal and property valuation issues. The Debtors' estate will pay Tellatin Andreas $130,400 in total. In addition, the firm will provide consulting services to the Committee relating to property appraisals and valuations. The hourly rates for consulting services are: Designation Billing Rate ----------- ------------ Principals $250 per hour Senior Associate $175 per hour Headquartered in Saint Louis, Missouri, The National Benevolent Association of the Christian Church (Disciples of Christ) -- http://www.nbacares.org/-- manages more than 70 facilities financed by the Department of Housing and Urban Development (HUD) and owns and operates 18 other facilities, including 11 multi- level older adult communities, four children's facilities and three special-care facilities for people with disabilities. The Company filed for chapter 11 protection on February 16, 2004 (Bankr. W.D. Tex. Case No. 04-50948). Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed more than $100 million in both estimated debts and assets. NATIONAL CENTURY: Liberty National Wins Bid for California Clinic ----------------------------------------------------------------- Liberty National Enterprise, L.P., stepped forward with an offer for the California Clinic. At the auction, Liberty National emerged as the winning bidder. Accordingly, Judge Calhoun authorizes Memorial Drive Office Complex to sell the California Clinic to Liberty National Enterprise, L.P., for $4,700,000, free and clear of all liens, claims, encumbrances and other interests asserted in or against the Medical Clinic. The salient terms of the California Clinic Asset Purchase Agreement are: A. Liberty National will purchase the Debtors' real property at 113-115 & 129 E. Washington Blvd., Los Angeles, California, including the land, the buildings, the improvements and other tangible asset as maybe permanently attached to Liberty National; B. Liberty National will deposit with the Debtors a $25,0000 good faith deposit. The Deposit, without interest, will be credited to the Purchase Price due at closing. At the Closing, Liberty National will pay the balance of the Purchase Price to the Debtors; C. All state, city and county personal property taxes, if any, which are directly attributable to the Assets, will be prorated as of the Closing Date. Liberty National will only pay the non-delinquent pro rata share of the taxes arising with respect to the period after the Closing Date regardless of when the taxes are assessed. Liberty National will reimburse the Debtors for all sales, use and similar taxes and governmental charges owing with respect to the sale of the Assets, except city and county transfer taxes which taxes will be borne solely by the Debtors; and D. Liberty National will pay: (a) the cost to record any mortgages, deeds of trust or other assignments; and (b) the cost of any owner's or lender's policy of title insurance as well as any endorsements issued in connection with the issuance of the applicable policy. 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) NAVISITE: Silicon Agrees to Increase Max Borrowing Level to $20MM ----------------------------------------------------------------- On April 29, 2004, NaviSite, Inc. entered into a Second Loan Modification Agreement, between Silicon Valley Bank, NaviSite, ClearBlue Technologies Management, Inc., Avasta, Inc., Conxion Corporation and Intrepid Acquisition Corp. The agreement amended NaviSite's accounts receivable financing agreement, as amended, with Silicon Valley Bank, among other things, to: (i) increase the maximum borrowing level from $12.8 million to $20.4 million; and (ii) extend the term until April 29, 2006. The current balance outstanding under the amended agreement is approximately $9 million, following a payment on May 3, 2004 of $7 million. Under the amended agreement, borrowings are based on monthly recurring revenues. NaviSite is required to prepare and deliver a written request for an advance of up to three times the value of total recurring monthly revenues, calculated to be monthly revenues (including revenues from New York State Department of Labor) less professional services revenues. Silicon Valley Bank may then provide an advance of 85% of such value (or such other percentage as the bank may determine). The interest rate under the amended agreement is variable and is currently calculated at the bank's published "prime rate" plus four percent. Following the completion of certain equity or debt financings, and provided NaviSite continues to meet certain ratios under the amended agreement, the interest rate shall be reduced to the bank's prime rate plus one percent. In no event, however, will the bank's prime rate be less than 4.25%. Liquidity The company's cash and cash equivalents increased to approximately $7.7 million at January 31, 2004 from approximately $3.9 million at July 31, 2003. Net cash used by operating activities was approximately $226,000 for the six month period ended January 31, 2004, resulting primarily from our net loss, decreases in other long-term liabilities, accrued expenses and deferred revenue and increases in accounts receivable and prepaid expenses and other current assets, offset by depreciation and amortization, impairment charges, a decrease in accounts payable and non-cash interest and compensation charges. Net cash provided by investing activities was approximately $260,000 for the six-month period ended January 31, 2004, resulting primarily from reductions of restricted cash offset by the purchase of property and equipment. Net cash provided by financing activities was approximately $3.8 million for the six month period ended January 31, 2004, resulting primarily from borrowings from our modified accounts receivable financing line partially offset by repayment of the prior accounts receivable financing line and the repayment of capital lease obligations. At January 31, 2004, Navisite had a working capital deficit of approximately $14.7 million, an accumulated deficit of approximately $425 million, and have reported losses from operations since incorporation. The company anticipates incurring additional losses throughout its current fiscal year and have taken several actions which will allow it to continue as a going concern through July 31, 2004, including the closing and integration of strategic acquisitions, the change in 2003 of our Board of Directors and senior management and bringing costs more in line with projected revenues. On January 22, 2004, Navisite filed with the Securities and Exchange Commission a registration statement on Form S-2 to register shares of common stock to issue and sell in a public offering to raise additional funds. The proposed public offering will allow the company to raise the necessary funds to meet anticipated needs for working capital and capital equipment for at least 12 months following that offering. In the event the company is unable to complete the proposed public offering, it will need to find alternative sources of financing in order to remain a going concern. Potential sources include the Navisite's financing agreement with Silicon Valley Bank and public or private sales of equity or debt securities. It may also consider sales of assets to raise additional cash. If it uses a significant portion of the net proceeds from an offering to acquire a company, technology or product, it may need to raise additional debt or equity capital. During fiscal 2003, Navisite acquired four companies, downsized its workforce and restructured its business and balance sheet to improve operating cash flow. The company plans to continue to look for efficiencies and redundancies to maximize cash flow. Cash flow estimates are based upon attaining certain levels of sales, maintaining budgeted levels of operating expenses, collections of accounts receivable and maintaining our current borrowing line with Silicon Valley Bank among other assumptions, including the improvement in the overall macroeconomic environment. However there can be no assurance that it will be able to meet cash flow estimates. Sales estimate includes revenue from new and existing customers which may not be realized and it may be required to further reduce expenses if budgeted sales are not attained. The company may be unsuccessful in reducing expenses in proportion to any shortfall in projected sales and estimate of collections of accounts receivable may be hindered by its customers' ability to pay. NETWORK STORAGE: US Trustee Names 7-Member Creditors' Committee --------------------------------------------------------------- The United States Trustee for Region 4 appointed 7 creditors to serve on an Official Committee of Unsecured Creditors in Network Storage Solution, Inc.'s Chapter 11 case: 1. Stephen Tymoszuk 1701 Royal Harbor Dr. Knoxville, Tennessee 37922 Tel: (865) 675-7810 E-Mail: steve.tymoszuk@tds.net 2. Sigurd P. Crossland 5410 Goldmoore Ct. Centreville, Virginia 20120 Tel: (703) 818-8942 E-Mail: sig_crossland@cox.net 3. Al Johnson 10716 Westland Drive Knoxville, Tennessee 37922 Tel: (865) 604-5869 E-Mail: ajohnson@ntown.com 4. Thomas F. Piacentini 17232 Prado Road San Diego, California 92128 Tel: (858) 618-2427 E-Mail: fpiacentini@sbcglobal.net 5. John Peltier 180 Mill Lane Boyce, Virginia 22620 Tel: (540) 837-1253 E-Mail: johnpeltier@yahoo.com 6. nStor Corporation, Inc. Thomas L. Gruber, Pres. 6190 Corte Del Cedro Carlsbad, California 92009 Tel: (760) 683-2543 Fax: (760) 683-2544 E-Mail: thomasg@nstor.com 7. Haim Brill Aviv Corporation 20 Main Street Acton, Massachusetts 01720-3575 Tel: (978) 264-3300 Fax: (978) 929-9090 E-Mail: haim.brill@aviv.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtors is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Headquartered in Chantilly, Virginia, Network Storage Solutions, Inc. -- http://www.nssolutions.com/-- develops and markets network attached storage (NAS) systems and SAN storage products. The Company filed for chapter 11 protection on January 28, 2004 (Bankr. E.D. Va. Case No. 04-10350). Kevin M. O'Donnell, Esq., at Henry & O'Donnell, P.C., represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $540,000 in total assets and $9,251,000 in total debts. NEXEN INC: Will Present at UBS' Global Oil & Gas Conference Friday ------------------------------------------------------------------ Nexen Inc. announces that Kevin Reinhart, Vice President of Corporate Planning and Business Development, will present at the following investor conferences: UBS 2004 Global Oil and Gas Conference - Phoenix, Arizona Date: Friday, June 4, 2004 Time: 7:00 am Local Time (10:00 am Eastern Time) RBC Capital Markets 2004 North American Energy and Power Conference - Boston, Massachusetts Date: Monday, June 7, 2004 Time: 8:40 am Mountain Time (10:40 am Eastern Time) Go to http://www.nexeninc.com/to view a live webcast of the presentations. The webcasts will be archived under the Investor Centre section of its website. Nexen Inc. is an independent, Canadian-based global energy and chemicals company, listed on the Toronto and New York stock exchanges under the symbol NXY. We are uniquely positioned for growth in the deep-water Gulf of Mexico, the Athabasca oil sands of Alberta, the Middle East and West Africa. We add value for shareholders through successful full-cycle oil and gas exploration and development, a growing industrial bleaching chemicals business, and leadership in ethics, integrity and environmental protection. * * * As previously reported, Standard & Poor's Ratings Services affirmed its 'BBB' long-term corporate credit and senior unsecured debt ratings, its 'BBB-' subordinated debt rating and 'BB+' preferred stock rating on Calgary, Alberta-based Nexen Inc. following the company's announcement of the 67 million barrels of oil equivalent negative revision to the company's proven reserves. The outlook is stable. Nexen's average business risk profile reflects the company's 811 million boe proven reserve base and strong liquids focus; its geographically diversified exploration and production operations; and the business diversification provided through its chemicals operations. Nexen's moderate financial risk profile reflects the company's improved financial position achieved through its recent efforts to reduce debt. In addition, Nexen's financial policies focus on the diversification of debt types and maturities as a means of maintaining financial flexibility. Although the company has both increased capital expenditures and funded debt reduction on the strength of stronger pricing fundamentals in the recent past, debt levels could trend higher if Nexen proceeds with its North American development projects and expands its international operations in a less robust pricing environment. NRG ENERGY: Audit Committee Engages KPMG as Independent Auditor --------------------------------------------------------------- NRG Energy, Inc., (NYSE: NRG) announced that the Audit Committee of its Board of Directors has engaged KPMG, LLP, to serve as the Company's independent auditor beginning immediately. "KPMG is a highly regarded, world class accounting firm with in-depth experience in the energy sector. Their strong credentials and service approach will be a valuable asset to NRG and our shareholders," said John Chlebowski, Chairman of the Audit Committee. "KPMG continually impressed us throughout the proposal process," added Bob Flexon, NRG Chief Financial Officer. "They took the time necessary to understand NRG and the client service requirements." KPMG's engagement with NRG commences with the review of the Company's second quarter 2004 10-Q filing. About NRG NRG Energy, Inc. owns and operates a diverse portfolio of power- generating facilities, primarily in the United States. Its operations include baseload, intermediate, peaking, and cogeneration facilities, thermal energy production and energy resource recovery facilities. The company, along with its affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 03-13024) on May 14, 2003. Debtors' counsel are James H.M. Sprayregen, P.C., Matthew A. Cantor, Esq., and Robbin L. Itkin, Esq. of Kirkland & Ellis. When the company filed for protection from its creditors, it listed total assets of $10,310,000,000 and total liabilities of $9,229,000,000. (NRG Energy Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000) NRG ENERGY: Pays Lenders $1M to Amend Sr. Secured Credit Agreement ------------------------------------------------------------------ On April 29, 2004, NRG Energy, Inc. executed a second amendment to its senior secured credit agreement. The purpose of the amendment was to give NRG the flexibility to enter into joint ventures from time to time with affiliates of its 21.5% stockholder, MatlinPatterson Global Opportunities Partners, L.P. Three representatives of MatlinPatterson are members of NRG's Board of Directors. NRG paid the lenders and agent under its senior secured credit agreement a fee equal to 12.5 basis points, or approximately $1M, for the amendment. About NRG NRG Energy, Inc. owns and operates a diverse portfolio of power- generating facilities, primarily in the United States. Its operations include baseload, intermediate, peaking, and cogeneration facilities, thermal energy production and energy resource recovery facilities. The company, along with its affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 03-13024) on May 14, 2003. Debtors' counsel are James H.M. Sprayregen, P.C., Matthew A. Cantor, Esq., and Robbin L. Itkin, Esq. of Kirkland & Ellis. When the company filed for protection from its creditors, it listed total assets of $10,310,000,000 and total liabilities of $9,229,000,000. PACIFIC GAS: Inks Stipulation Resolving Disputes With 7 Claimants ----------------------------------------------------------------- As a result of extensive good-faith negotiations, Pacific Gas and Electric Company reached separate agreements with seven claimants, resolving their claims. Pursuant to the Court-approved stipulations: (a) four claims are disallowed: Claim No./ Name Schedule ID No. Amount ----- --------------- ------ Vella Estates Salida 7409 $3,640 Idaho Power Company 13051 12,914,082 Sterling Communities 8856 98,870 The Greenlining Institute F-923-744916 110,854 (b) four claims are allowed: Name Claim No. Amount ----- --------- ------ The Greenlining Institute 13351 $132,346 Laura & Francisco Matamoros 7686 300,000 7687 Thomas W. Ellis 4840 4,290 PG&E will also pay $190,837 to Mr. Ellis in the ordinary course of business, which is the postpetition portion of the settlement amount. 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: Agrees To Resolve Queensboro Payment Obligations ---------------------------------------------------------------- Debtor Farmland Dairies, LLC, and Queensboro Farms Products, Inc., are parties to a processing agreement dated March 26, 2003. Under the Processing Agreement, Queensboro processes and segregates Farmland's raw milk into pasteurized skim milk and cream on a weekly basis. The Agreement requires Queensboro to purchase a minimum amount of cream each week from Farmland at a price to be set according to market standards. The Agreement provides for a monthly reconciliation of amounts owing between the parties. Farmland also purchases certain finished dairy products from Queensboro pursuant to a separate oral agreement. Queensboro owes Farmland $225,847 for Purchasing Obligations incurred before the Petition Date. Farmland owes Queensboro $42,000 for services Queensboro provided prepetition. On April 22, 2004, Queensboro remitted to Farmland $183,847 on account of the Prepetition Purchasing Obligations, leaving a $42,000 balance. To settle the issue, Farmland and Queensboro agree to set off Queensboro's Remaining Purchasing Obligations against the Farmland's $42,000 obligation for Queensboro's services. The set-off would leave a zero balance of prepetition amounts owed between the parties. The Debtors agree to modify the automatic stay solely to the extent necessary to permit Queensboro to effectuate the set-off. The automatic stay will remain in effect for all other purposes. The parties also exchange mutual releases. 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) PG&E NATIONAL: ET Debtors Ask For More Time To Submit Plan ---------------------------------------------------------- The ET Debtors need additional time to negotiate a Chapter 11 plan with the Official Committee of Unsecured Creditors in their cases, for the winding down of their business operations. By this motion, the ET Debtors ask the Court to extend their: (a) exclusive plan proposal period to and including September 16, 2004; and (b) exclusive solicitation period to and including November 16, 2004. Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in Baltimore, Maryland, tells the Court that the ET Debtors are at an early stage of making good faith progress towards the winding down of their business operations and formulating a plan of liquidation. So far, the ET Debtors have rejected a number of contracts, including contracts with pipeline companies for natural gas transportation and storage, and tolling agreements. In accordance with the Court-approved procedures for trade contracts settlement, and a protocol for mediation of trading and tolling contracts, the ET Debtors have reached settlements with numerous counter-parties, and are in various stages of active settlement discussions with other trading contract counter- parties. The settlements include: * Settlement between NEGT Energy Trading - Gas Corporation, Ultramar, Inc., and Valero Refining Company - California; * Settlement among NEGT Energy Trading - Power, L.P., National Energy & Gas Transmission, Inc., and Conectiv Energy Supply, Inc.; * Settlement between NEGT Energy Trading - Power, L.P., and La Paloma Generating Company, LLC; * Settlement between NEGT Energy Trading - Gas Corporation and Virginia Power Energy Marketing, Inc.; * Settlement between NEGT Energy Trading - Gas Corporation and Equilon Enterprises, LLC; and * Settlement between NEGT Energy Trading - Power, LP, and New York State Electric & Gas Corporation. The recent successful confirmation of NEG's reorganization plan is a significant step forward for the NEG Debtors' overall restructuring efforts and helps set the stage for the successful restructuring of the ET Debtors. Mr. Nussbaum contends that additional time is necessary for resolving and settling contingencies relating to numerous disputes relating to Safe Harbor Contracts which is a complex and time-consuming process that directly affects the winding down of the ET Debtors' business operations, and to any Plan. Mr. Nussbaum assures the Court that any postpetition obligations that are being incurred in relation to the wind-down and liquidation of the ET Debtors' businesses are being paid as they become due. Mr. Nussbaum asserts that the 120-day extension is not an excessive period of time in a case as large and complex as the ET Debtors' Chapter 11 cases. Mr. Nussbaum notes that there has been no breakdowns in plan negotiations in which the continuation of the ET and Quantum Debtors' exclusivity would result in the Debtors having unfair bargaining position over creditors. The ET Debtors have developed a generally positive relationship with the ET Committee and are actively working through the legal and factual issues the resolution of which are predicate to a consensual Plan for the ET Debtors. Therefore, at this time, there is every reason to believe that the ET Debtors will reach a consensus with the ET Committee with respect to a Plan. Although it is contemplated that the ET Debtors will be liquidated as part of the NEG Debtors' overall reorganization, the ET Debtors' winding-down and liquidation does not relate to any failure to resolve fundamental reorganization issues, but rather reflects sound business judgment and a proper exercise of fiduciary duties. Given the collapse of the energy trading industry and the financial status of the ET Debtors, winding down and liquidating these operations is the only prudent course. Thus, in the ET Debtors' cases, the fundamental reorganization matters are those involved in expeditiously and efficiently winding down and liquidating operations to minimize costs and maximize values. Mr. Nussbaum ascertains that there are no credible allegations of debtor misconduct in connection with the ET Debtors' Chapter 11 cases. Judge Mannes will convene a hearing on June 16, 2004 to consider the ET Debtors' request. Pursuant to the Order for Complex Chapter 11 Bankruptcy Case dated July 9, 2003, the ET Debtors' Exclusive Plan Filing Period is automatically preserved, without the necessity of a bridge order, until the conclusion of that hearing. Headquartered in Bethesda, Maryland, PG&E National Energy Group, Inc. -- http://www.pge.com/-- develops, builds, owns and operates electric generating and natural gas pipeline facilities and provides energy trading, marketing and risk-management services. The Company filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md. Case No. 03-30459). Matthew A. Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr & Gallagher represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $7,613,000,000 in assets and $9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000) RCN CORPORATION: Wants Authority To Use Cash Collateral ------------------------------------------------------- Under the Senior Credit Agreement dated as of June 3, 1999, among RCN Corporation, certain of its subsidiaries, the Senior Lenders and JPMorgan Chase, a consortium of Senior Lenders made loans and other financial accommodations to or for the benefit of RCN and its Affiliates. The Senior Lenders say they're owed $432,500,000 (plus accrued and unpaid interest thereon) plus $15,000,000 on account of letter of credit reimbursement obligations. The Senior Lenders assert that their loans are fully secured and they have the right to seize all cash on deposit at PNC Bank, N.A., and intercept all amounts generated by the collection of the Debtors' accounts receivable. To pay their postpetition bills as they become due, the Debtors need access to their Senior Lenders' cash collateral. In the next 30 days, the Debtors project: DEBTORS' ESTIMATED CASH RECEIPTS AND DISBURSEMENTS FOR THE 30-DAY PERIOD From May 26, 2004 through June 25, 2004 Beginning Cash Balance $0 ---------- Cash Receipts: Cash Fundings (Transfers in/out) 5,000,000 Operating Receipts 0 ---------- Subtotal 5,000,000 Cash Disbursements Operating Disbursements - Payroll - Professional Fees (500,000) Legal Fees (450,000) Creditor Advisor Fees (624,000) Directors Fees (20,000) Other General & Administrative (700,000) ---------- Subtotal (2,294,000) ---------- Ending Cash Balance $2,706,000 ========== Accordingly, with consent from JPMorgan Chase and the Senior Lenders, the Debtors ask Judge Drain for immediate authority to use up to $5,000,000 of the Lenders' Cash Collateral. The Debtors assure the Court that their interim use of Cash Collateral will be limited to amounts required to avoid immediate and irreparable harm to the estates pending a hearing on entry of the Final Cash Collateral Order. The Debtors tell Judge Drain that they do not have sufficient available sources of working capital and financing to carry on the operation of their businesses without the use of Cash Collateral. The Debtors will return to court in June asking the Court to enter a Final Cash Collateral Order. At that time, the Debtors will ask the Court to approve continued use of the Lenders' Cash Collateral to fund both Debtor and Non-Debtor cash requirements: RCN CORPORATION AND SUBSIDIARIES U.S. Operations Cash Flow Budget for the Period From May 23, 2004 to August 28, 2004 Operating Cash Flow Debtors Non-Debtors ------------------- ------- ----------- Operating Receipts: Trade Receivables Collections $139,341,311 Sublease Cash Receipts 3,807,292 StarPower Reimbursement 4,863,178 Other Receipts (net) $5,000,000 (6,804,160) ---------- ------------ Subtotal Operating Receipts 5,000,000 141,207,620 Operating Disbursements: Operating Expenses (68,267,560) Rents, Leases & Property Costs (11,119,244) Taxes (15,489,008) Insurance & Legal (3,323,779) Other Expenses (13,211,279) Inventory & CapEx (19,513,937) ---------- ------------ (130,924,808) Payroll Disbursements: Salaries & Wages (20,998,727) Taxes & Other (11,299,172) ---------- ------------ (32,297,898) ---------- ------------ Subtotal Operating Disbursements (163,222,705) ---------- ------------ Subtotal Operating Cash Flow 5,000,000 (22,015,085) Restructuring Cash Flow ----------------------- Professional Fees (2,766,000) (6,188,000) Operating & Other (720,000) (46,855,615) ---------- ------------ Subtotal Restructuring Cash Flow (3,486,000) (53,043,615) ---------- ------------ Net Inflow / (Outflow) $1,514,000 ($75,058,700) ========== ============ Headquartered in Princeton, New Jersey, RCN Corporation -- http://www.rcn.com/-- is a provider of bundled Telecommunications services. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 04-13638) on May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,486,782,000 in assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000) RELIANCE GROUP: Bank Committee Moves for July 7 Disclosure Hearing ------------------------------------------------------------------ The Official Unsecured Bank Committee asks Judge Gonzalez to schedule a hearing on July 7, 2004 to: -- consider the adequacy of the Disclosure Statement with respect to the First Amended Plan of Reorganization of Reliance Financial Services Corporation; and -- approve procedures and deadlines with respect to the solicitation and tabulation of votes to accept or reject the First Amended Plan of RFSC. If the request is granted, the Bank Committee intends to file with the Court the Disclosure Statement, the First Amended Plan, and a motion: (i) seeking approval of the adequacy of the Disclosure Statement, and the Solicitation and Tabulation Procedures; (ii) establishing a record date for mailing of solicitation materials and voting on the Plan; (iii) establishing a voting deadline; (iv) scheduling, and approving the form and manner of notice of, a hearing to confirm the Plan; and (v) establishing a deadline and procedures for objections to confirmation of the Plan. The Bank Committee also asks the Court to approve the form and manner of notice of the Disclosure Statement Hearing, and establish a deadline and procedures for objections to the Disclosure Statement and the Solicitation and Tabulation Procedures. The Bank Committee wants the deadline for filing and serving objections to the Solicitation and Tabulation Procedures or the adequacy of the Disclosure Statement set at least 7 days before the Disclosure Statement Hearing, or June 30, 2004. Objections must be received before 4:00 p.m. Eastern time by: (a) Counsel to the Bank Committee: White & Case, LLP 1155 Avenue of the Americas New York, New York 10036 Attn: Andrew P. DeNatale, Esq.; (b) Counsel to RFSC: Debevoise & Plimpton, LLP 919 Third Avenue New York, New York 10022 Attn: Steven R. Gross, Esq.; (c) Counsel to the Official Committee of Unsecured Creditors: Orrick, Herrington & Sutcliffe, LLP 666 Fifth Avenue New York, New York 10103 Attn.: Arnold Gulkowitz, Esq.; (d) Counsel to M. Diane Koken, Insurance Commissioner of Pennsylvania, as Liquidator of Reliance Insurance Company: Blank Rome, LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174 Attn.: Michael Z. Brownstein, Esq.; and (e) The Office of the United States Trustee 33 Whitehall Street, Suite 2100 New York, New York 10004 Attn.: Mary Tom, Esq. The proposed Notice of the Disclosure Statement Hearing contains: -- the date, time and place of the Disclosure Statement Hearing; and -- the deadline for filing objections to the Solicitation and Tabulation Procedures and the adequacy of the Disclosure Statement. In accordance with Rule 3017(a) of the Federal Rules of Bankruptcy Procedure, the Disclosure Statement Hearing Notice, the Disclosure Statement and the Plan will be provided within 25 days before the Disclosure Statement Objection Deadline to: (A) the Office of the U.S. Trustee; (B) the counsel to the Unsecured Creditors Committee; (C) the counsel to the Debtor; (D) the counsel to the Liquidator; (E) the Internal Revenue Service; (F) the Securities and Exchange Commission; (G) any other governmental agency required by the Bankruptcy Code and the Bankruptcy Rules; and (H) all parties requesting notices pursuant to Bankruptcy Rule 2002. The Bank Committee will provide other parties-in-interest with the Disclosure Statement Hearing Notice within 28 days before the Disclosure Statement Objection Deadline. These parties will not receive the Disclosure Statement and the Plan unless specifically requested. Andrew P. DeNatale, Esq., at White & Case, explains that it is not possible to identify all creditors and parties-in-interest of RFSC. On the Petition Date, a matrix listing about 3,300 parties who had conducted business with both RFSC and Reliance Group Holdings, Inc., was filed with the Court. However, the matrix represented only a partial list of RFSC's actual creditors as of the Petition Date, with the bulk of the list containing parties- in-interest to the RGH Chapter 11 Case. As a result, the Disclosure Statement Hearing Notice will be mailed only to: (a) RFSC equity security holders; (b) parties who have filed proofs of claim in either the RFSC or RGH Chapter 11 Case or whose claims are included in RFSC and RGH's schedules; (c) present and former directors and officers of RFSC and RGH; and (d) known parties or their counsel to pending litigation, including litigation involving RFSC's and RGH's directors' and officers' liability insurance policies. Headquartered in New York, New York, Reliance Group Holdings, Inc. -- http://www.rgh.com/-- is a holding company that owns 100% of Reliance Financial Services Corporation. Reliance Financial, in turn, owns 100% of Reliance Reliance Insurance Company. The Company filed for chapter 11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403). When the Company filed for protection from their creditors, they listed $12,598,054,000 in assets and $12,877,472,000 in debts. (Reliance Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000) REVELATION AMERICA: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Revelation America Incorporated 4466 Elvis Presley Boulevard, Suite 222 Memphis, Tennessee 38116 Bankruptcy Case No.: 04-27687 Type of Business: The Debtor is an association formed by a consortium of churches and other non-profit organizations for their more than five million members. Individuals who are members of the Debtor can purchase services from companies. See http://www.revam.com/ Chapter 11 Petition Date: May 18, 2004 Court: Western District of Tennessee (Memphis) Judge: David S. Kennedy Debtor's Counsel: John R. Dunlap, Esq. Farris Mathews Branan Bobango Hellen & Dunlap PLC One Commerce Square 40 South Main Memphis, TN 38103 Tel: 901-259-7205 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ ARMS, Inc. $975,479 Attn: William Liggins 611 Pennsylvania Avenue SE Suite 326 Washington, DC 20003 Kutak Rock LLP $503,300 717 Seventeenth Street Ste 2900 Denver, CO 80202-3329 First Data Teleservices $320,028 Attn: Jacquie Me 2301 N. 117th. Avenue Stop Code WC-10 Omaha, NE 68184 Waring Cox, PLC $257,812 50 North Front Street Memphis, TN 38103 PlanetRx.Com, Inc. $255,630 Attn. Paul E. Risner 6419 Shelby View Drive Memphis, TN 38134 Merrick Bank Corporation $206,500 West Telemarketing Corporation $202,394 Glankler Brown, PLLC $166,667 Western Union Financial Services, Inc. $120,000 Call Interactive $88,675 MemphisFirst Community Bank $81,661 Thorp, Fones & Frulla, PLC $69,781 Nixon Peabody LLP $68,762 MyCare, Inc. $61,326 Clear Channel Broadcasting, Inc. $59,662 Fletcher & Rowley Consulting, Inc. $53,964 Covington & Burling $26,467 BannerDirect, Inc. $25,629 Banks, Finley,White & Co. $21,587 Stephens Inc. $22,434 SAFETY-KLEEN: Creditors' Trust Agrees To Resolve Bondholder Claims ------------------------------------------------------------------ Before its bankruptcy petition date, certain of the Safety-Kleen Corp. Debtors borrowed proceeds of certain bonds to be used for general corporate business purposes or for certain construction purposes. Each of the bonds is represented by an indenture trustee, which have filed certain claims against one or more of the Debtors with respect to the payment of the bonds. In addition, certain of the Indenture Trustee Claims were designated as secured, included fees which had been previously paid in accordance with the Plan, or could otherwise be the subject of an objection by the Oolenoy Valley Consulting, LLC, the Trustee of the Safety-Kleen Creditors' Trust. The Debtors were also party to a certain note with Westinghouse Electric Corporation, which was later assigned to Toronto Dominion (Texas), Inc. Toronto Dominion filed a claim or claims with respect to the payment of the note. The Noteholder Claim could be the subject of an Objection by Oolenoy Valley. To resolve the payment issues with respect to the bonds and the Toronto Dominion Note, as well as Oolenoy Valley's objection to the Bondholders' Claims, numerous bond creditors through the relevant Indenture Trustee agree with Oolenoy Valley -- or the Debtors in the event a claim was designated as secured -- to limit their claims, and to resolve any outstanding issues with respect to the Claims. Oolenoy Valley, and in some cases the Debtors, agrees to allow each Creditor a single claim against the Debtors in an amount specified in the parties' agreement, with all other claims of the Creditors being withdrawn. The Creditors will file no further claims against the Debtors. Oolenoy Valley believes that the Agreements are well within the range of reasonableness required by Rule 9019 of the Federal Rules of Bankruptcy Procedure. The Agreements resolve numerous claims, each in the amount of thousands or even millions of dollars, including the withdrawal of many of those claims, without the need for potentially expensive and protracted litigation. Hence, Oolenoy Valley asks the Court to approve the Agreements. The Indenture Trustees and the amounts of their Allowed Claim against the specific Debtor estate are: Indenture Trustee Allowed Amount Estate ----------------- -------------- ------ Toronto Dominion (Texas) $61,427,866.67 SKC Wells Fargo Bank Minnesota 340,699,305.56 Services U.S. Bank, N.A. 57,100.00 SK (Clive) Cole Taylor Bank as successor 236,822,364.96 SKC to Nova Scotia Co. of New York Cole Taylor Bank as successor 28,614.96 SKC to Nova Scotia Co. of New York The Bank of New York 5,627,010.44 SK Nashville Wilmington Trust Company as 47,223,905.20 SKC successor to U.S. Bank Wilmington Trust Company as 20,077,037.48 SKC successor to U.S. Bank In addition to the Allowed Claims, Wilmington Trust will continue to have the right to exercise a charging lien against any distribution to bondholders for its fees and expenses, including reasonable out-of-pocket expenses such as attorney's fees and expenses. Oolenoy Valley recognizes the lien and will, before any distribution to the bondholder, pay Wilmington Trust those fees and expenses. (Safety-Kleen Bankruptcy News, Issue No. 78; Bankruptcy Creditors' Service, Inc., 215/945-7000) SOLUTIA INC: Walking Away from Eight Calpine Contracts ------------------------------------------------------ In connection with their restructuring efforts, the Solutia, Inc. Debtors reviewed their business operations and developed a new business plan, one goal of which is to reduce costs and thereby increase profitability. M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New York, relates that one of the Debtors' initiatives is to review their supply and other executory contracts to identify those that are not profitable, so that those contracts can be rejected. Eight contracts between Solutia, Inc., and Calpine Central, L.P., Calpine Power Services Company and Decatur Energy Center, LLP, are unprofitable agreements that the Debtors have decided to reject. By this motion, Solutia seeks the Court's authority to reject these eight Calpine Contracts: (1) Second Amended and Restated Operating and Maintenance Agreement between Solutia and Calpine Central, dated January 31, 2001; (2) First Amendment to Second Amended and Restated Operating and Maintenance Agreement between Solutia and Calpine Central, dated June 28, 2001; (3) Amended and Restated Power Marketing Agreement between Solutia and Calpine Power, dated March 21, 2000; (4) First Amendment to Amended and Restated Power Marketing Agreement between Solutia and Calpine Power, dated June 28, 2001; (5) Facility Lease Addendum to the Second and Restated Lease, Steam Sales and Shared Services Agreement between Solutia and Decatur Energy, dated January 31, 2001; (6) Steam Sales Addendum to the Second and Restated Lease, Steam Sales and Shared Services Agreement between Solutia and Decatur Energy, dated January 31, 2001; (7) Shared Services Addendum to the Second Amended and Restated Lease, Steam Sales and Shared Services Agreement between Solutia and Decatur Energy, dated January 31, 2001; and (8) Water Supply Addendum to the Second Amended and Restated Lease, Steam Sales and Shared Services Agreement between Solutia and Decatur Energy, dated January 31, 2001. Calpine Contracts Solutia's plant in Decatur, Alabama historically purchased power from the Tennessee Valley Authority and generated steam requirements by using its own coal-fired boilers. However, in early 2000, Solutia entered into a series of contracts with Calpine pursuant to which Calpine built a natural gas co- generation facility at Solutia's Decatur plant on land leased from Solutia. The contracts between Solutia and Calpine include the Calpine Contracts and these additional contracts that Solutia does not intend to reject at this time: (a) the Second Amended and Restated Lease, Steam Sales and Shared Services Agreement; (b) the Ground Lease Addendum; and (c) a number of contracts relating to switching station equipment used at the Facility. Under the Calpine Contracts, Calpine agreed to supply substantially all of the power necessary at Solutia's Decatur plant at a fluctuating price that is based on both the cost of natural gas and the imposition of certain capacity charges. Calpine also agreed to fill Solutia's requirements for steam and de-ionized water at the Decatur plant. The supply agreements were for a 20-year term, initially scheduled to commence in 2002. Calpine expected that the power generated at the Facility would exceed Solutia's requirements, and intended to sell that additional power to the wholesale market. Upon commencement of operations at the Facility, Solutia intended to retire its coal- fired boilers to avoid future upgrade investments that would have been required to comply with environmental standards. Change in Natural Gas Prices When Solutia entered into the Calpine Contracts, the low price of natural gas -- which at the time was below $2.50/MMBtu and was projected to average $2.60/MMBtu during the term of the Calpine Contracts -- made a natural gas-based facility economically preferable to other means of generating steam and electricity. However, since then, natural gas prices have skyrocketed to nearly $6.00/MMBtu and the future market indicates that natural gas prices will range from $4.40/MMBtu to $6.40/MMBtu through April 2010, thus remaining significantly higher than what was projected when Solutia and Calpine entered into the Contracts. Based on projected natural gas prices at the time the Calpine Contracts were formed, Solutia expected to pay less than $30,000,000 per year for steam and less than $25,000,000 per year for electricity. By contrast, based on current natural gas future prices, Solutia projects that it would pay about $50,000,000 per year for steam and $40,000,000 per year for electricity under the Calpine Contracts to support current operations at the Decatur plant. In light of escalating natural gas prices, Solutia and Calpine agreed to delay the commencement of operations at the Facility until June 1, 2004, in the hope that the natural gas prices would fall, thereby making natural gas based steam and electricity production economically feasible. However, natural gas prices have not fallen, and it now appears that natural gas based energy production will be significantly more expensive than alternative energy sources for the foreseeable future. Cost-Saving Strategy Ms. Labovitz points out that because of the change in the price environment for natural gas, Solutia believes that would be cost- effective to return to its historical practice of purchasing energy from Tennessee Valley and self-generating steam from its coal-fired boilers, rather than continuing to buy energy and steam under the Calpine Contracts. As a public agency, Tennessee Valley is required to provide Solutia with its energy needs, and Solutia has already begun negotiations with it regarding an alternate supply contract. Furthermore, Solutia has applied to applicable environmental authorities for the appropriate environmental permits necessary to continue operating its coal- fired boilers. With the rejection of the Calpine Contracts, Solutia is poised to meet its energy needs at a significant savings. Solutia projects that it can achieve more than $125,000,000, net present value, of cost savings from its strategic plan to reject the Calpine Contracts, and instead acquire its energy and steam needs from the Tennessee Valley Authority and its own coal-fired boilers. The projected cost savings takes into account certain investments that will be required for Solutia to implement its cost saving plan. To comply with the Maximum Achievable Control Technology Rule for Industrial, Commercial and Institutional Boilers and Process Heaters expected be put into effect in the first half of 2007, Solutia will be required to make capital investments to install pollution control technology like wet scrubbers on its coal-fired boilers to comply with the emissions control requirements. Solutia anticipates that the wet scrubber control technology will require a $2,000,000 investment in 2005 and an $8,000,000 investment in 2006. The required capital investments are much more than offset by the savings that Solutia will realize from the rejection of the Calpine Contracts. Ms. Labovitz tells the Court that Solutia has explored alternatives to rejection. Solutia explored the possibility of assigning the Calpine Contracts to another party for value. After consideration, Solutia believes that it is unlikely that any third party would wish to step into its shoes in the Calpine Contracts because the projected purchase price for electricity and steam under them is significantly above the projected market price of acquiring electricity and steam from alternative sources. In addition, Solutia considered the potential damages claim generated by Calpine Contracts rejection, and maintains that the projected net cost savings of rejection significantly outweighs any potential damage claim. Continuing Relationship with Calpine In connection with the construction of the Facility, Solutia and Calpine entered into the Ground Lease Addendum, pursuant to which Solutia agreed to lease to Calpine the land at Solutia's Decatur plant on which the Facility was built. Solutia does not seek to reject, assume or alter the Ground Lease Addendum at this time. Similarly, Solutia does not intend to reject or assume any of the other Additional Contracts, including certain agreements related to switching station equipment, at this time. Solutia maintains that the Calpine Contracts are distinct and separate agreements from the Additional Contracts, and are capable of the treatment Solutia proposed. Many of the Additional Contracts were executed on a different day than, and had separate consideration from, the Calpine Contracts. Furthermore, Solutia and Calpine manifested their express intent to have their Principal Agreement and each Addendum treated as a separate agreement. Despite the parties' express agreement in the past to enter into separate contracts for separate services, Solutia believes that Calpine may now want to add certain licenses or services that are closely related to the leased property to the Ground Lease Addendum. Ms. Labovitz reports that the parties are in discussions regarding a potential related agreement. Solutia reserves the right to seek to terminate and replace, amend or otherwise treat the Ground Lease Addendum as part of a potential consensual resolution of their request to reject the Calpine Contracts. Headquartered in St. Louis, Missouri, Solutia, Inc. -- http://www.solutia.com/-- with its subsidiaries, make and sell a variety of high-performance chemical-based materials used in a broad range of consumer and industrial applications. The Company filed for chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Company filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. (Solutia Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000) SPORTS CLUB: Brian Collins & Nanette Francini Resign as Directors ----------------------------------------------------------------- Pending adoption by the stockholders at the upcoming annual meeting (expected to be held in June of this year), The Sports Club Company's Board of Directors, on April 8, 2004, approved an amendment to the Company's Restated Certificate of Incorporation providing for the annual election of Directors. Previously, the Directors have been divided into three classes with the stockholders electing approximately one-third of the members of the Board of Directors at each annual meeting. If approved, the Amendment would mean that beginning with the 2004 Annual Meeting, 100% of the Directors will be elected each year. Effective April 8, 2004, Brian J. Collins and Nanette Pattee Francini, without disagreements or conflicts, resigned their positions as Directors of the Company. Ms. Francini will continue to serve as the Company's Executive Vice President. As reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2004, the terms of the $6.5 million private placement of the newly created Series D Convertible Preferred Stock consummated on March 12, 2004, entitle the three holders of the Series D (an affiliate of Millennium Entertainment Partners, affiliates of Kayne Anderson Capital Advisors and Rex A. Licklider to each designate one director to serve on the Board of Directors of the Company. Additionally, Millennium has the right to designate a second independent director. Mr. Licklider continues to serve on the Board of Directors as the designee of Licklider and Charles Norris will continue to serve as the designee of Kayne. Effective April 8, 2004, Christopher M. Jeffries was elected to fill one of the vacancies created by the resignations of Ms. Francini and Mr. Collins. Mr. Jeffries is a principal of Millennium and will serve as one of its designees. Millennium continues to have the right to designate a second independent director. Biographical information for Mr. Jeffries is as follows: Christopher M. Jeffries is a successful business professional who has started, owned and managed several real-estate development companies. Mr. Jeffries founded Millennium Partners in 1990 to meet the lifestyle demands of affluent urbanites by creating luxury mixed-use properties in the New York marketplace. The Millennium portfolio now includes projects in New York, Boston, Washington, D.C., Miami and San Francisco. Mr. Jeffries graduated from Columbia College in 1968 and the University of Michigan Law School in 1972. 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." As reported in yesterday's edition of the Troubled Company Reporter, 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. 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. V-3 GRAIN & CATTLE: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: V-3 Grain & Cattle, Inc. P.O. Box 1120 Lytle, Texas 78052 Bankruptcy Case No.: 04-53117 Type of Business: The Debtor is engaged in the business of trucking services. Chapter 11 Petition Date: May 28, 2004 Court: Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: William B. Kingman, Esq. Law Offices of William B. Kingman, P.C. 7801 Broadway #200 San Antonio, TX 78209 Tel: 210-829-1199 Total Assets: $924,942 Total Debts: $1,046,065 Debtor's 16 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Citizens State Bank Assets and $758,000 1300 Hildebrand receivables San Antonio, TX 78201 Secured Value: $50,000 Lytle State Bank $103,504 Alter Moneta Corp. $62,450 Paccar Financial $43,372 Alter Moneta Corp. $15,894 Alexander Oil Co. $11,833 Sun Coast Resources $11,236 JP Morgan Chase VISA $2,833 Lindsey Oil Co. $1,538 Regions Interstate Billing $1,532 Services North American Trailers $1,407 Gates Diesel Service $677 Southwestern Pneumatic, Inc. $412 Advanta Business Card $220 Lytle True Value $22 Atascosa County Tax A/C Unknown VILLARREAL BROS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Villareal Brothers, Inc. P.O. Box 1120 Lytle, Texas 78052 Bankruptcy Case No.: 04-53115 Type of Business: The Debtor is engaged in the business of feed and grain sales & brokerage. Chapter 11 Petition Date: May 28, 2004 Court: Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: William B. Kingman, Esq. Law Offices of William B. Kingman, P.C. 7801 Broadway #200 San Antonio, TX 78209 Tel: 210-829-1199 Total Assets: $3,782,278 Total Debts: $1,342,529 Debtor's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Citizens State Bank Assets & receivables $758,000 1300 Hildebrand Secured Value: San Antonio, TX 78201 $550,000 Nixon State Bank $230,186 R&M Verstuyft $131,350 Fritz Coleman $56,647 Bram Grain Sales $49,259 Haley Farms $37,774 Premium Financing vehicle insurance $32,983 Specialists (for Villarreal Bros. and for V-3) St. Joseph's Credit Union $12,923 Wilbur-Ellis Co. $8,150 21st Century Grain $7,494 Processing & Panhandle Corn Products Sunny State Products $4,275 Custom Ingredients $3,734 Boehme Brothers $3,441 M&N Electric $1,352 Sharon Barber $1,182 General Auto & Truck Service $1,149 Shelton & Valadez Legal fees $502 Purvis Bearing $386 MBNA VISA $386 Lytle True Value $284 * Upcoming Meetings, Conferences and Seminars --------------------------------------------- May 20-22, 2004 ALI-ABA Fundamentals of Bankruptcy Law Astor Crowne Plaza, New Orleans Contact: 1-800-CLE-NEWS; http://www.ali-aba.org June 2-5, 2004 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, MI Contact: 1-703-739-0800 or http://www.abiworld.org June 10-12, 2004 ALI-ABA Chapter 11 Business Reorganizations Omni Hotel, San Francisco Contact: 1-800-CLE-NEWS; http://www.ali-aba.org June 14-15, 2004 TURNAROUND MANAGEMENT ASSOCIATION 2004 Advanced Education Workshop Toronto Univesity, Toronto Canada Contact: 312-578-6900 or www.turnaround.org June 24-25, 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT The Seventh Annual Conference on Corporate Reorganizations Successful Strategies for Restructuring Troubled Companies The Millennium Knickerbocker Hotel - Chicago Contact: 1-800-726-2524; 903-592-5168; dhenderson@renaissanceamerican.com June 24-26,2004 AMERICAN BANKRUPTCY INSTITUTE Hawaii Bankruptcy Workshop Hyatt Regency Kauai, Kauai, Hawaii Contact: 1-703-739-0800 or http://www.abiworld.org July 15-18, 2004 AMERICAN BANKRUPTCY INSTITUTE The Mount Washington Hotel Bretton Woods, NH Contact: 1-703-739-0800 or http://www.abiworld.org July 28-31, 2004 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA Contact: 1-703-739-0800 or http://www.abiworld.org September 18-21, 2004 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference The Bellagio, Las Vegas, NV Contact: 1-703-739-0800 or http://www.abiworld.org October 9-10, 2004 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC Annual Fall Conference Nashville, TN Contact: 1-703-449-1316 or www.iwirc.com October 10-13, 2004 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES Seventy Seventh Annual Meeting Nashville, TN Contact: http://www.ncbj.org/ October 15-18, 2004 TURNAROUND MANAGEMENT ASSOCIATION 2004 Annual Convention Marriott Marquis, New York City Contact: 312-578-6900 or www.turnaround.org November 29-30, 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT The Eleventh Annual Conference on Distressed Investing Maximizing Profits in the Distressed Debt Market The Plaza Hotel - New York City Contact: 1-800-726-2524; 903-592-5168; dhenderson@renaissanceamerican.com December 2-4, 2004 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Marriott's Camelback Inn, Scottsdale, AZ Contact: 1-703-739-0800 or http://www.abiworld.org March 9-12, 2005 TURNAROUND MANAGEMENT ASSOCIATION 2005 Spring Conference JW Marriott Desert Ridge, Phoenix, AZ Contact: 312-578-6900 or www.turnaround.org April 28- May 1, 2005 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting J.W. Marriot, Washington, DC Contact: 1-703-739-0800 or http://www.abiworld.org June 2-4, 2005 ALI-ABA Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities and Bankruptcy Omni Hotel, San Francisco Contact: 1-800-CLE-NEWS; http://www.ali-aba.org July 14 -17, 2005 AMERICAN BANKRUPTCY INSTITUTE Ocean Edge Resort, Brewster, MA Contact: 1-703-739-0800 or http://www.abiworld.org July 27- 30, 2005 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop Kiawah Island Resort and Spa, Kiawah Island, SC Contact: 1-703-739-0800 or http://www.abiworld.org October 19-23, 2005 TURNAROUND MANAGEMENT ASSOCIATION 2005 Annual Convention Chicago Hilton & Towers, Chicago Contact: 312-578-6900 or www.turnaround.org November 2-5, 2005 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES Seventy Eighth Annual Meeting San Antonio, TX Contact: http://www.ncbj.org/ December 1-3, 2005 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Hyatt Grand Champions Resort, Indian Wells, CA Contact: 1-703-739-0800 or http://www.abiworld.org The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L. Metzler, Bernadette C. de Roda, Rizande B. Delos Santos, Paulo Jose A. Solana, Jazel P. Laureno, Aileen M. Quijano and Peter A. Chapman, Editors. Copyright 2004. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $675 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***