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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***