TCR_Public/040604.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 4, 2004, Vol. 8, No. 110

                           Headlines

ADELPHIA: Wants Court to Okay Holme Roberts' Retention as Counsel
ADESA: S&P Rates $125 Million Senior Subordinated Notes at B+
ADVANCED MEDICAL: Expects to Raise Stockholders' Equity by $76MM
AIRNET COMMS: Looks for New Auditor to Replace Deloitte & Touche
AMERICREDIT: Prices $575 Mil. Senior Asset-Backed Securitization

ANALYTICAL SURVEYS: Reports Default on $1.7MM Senior Secured Debt
ARMOR HOLDINGS: S&P Revises Outlook to Positive & Affirms Ratings
ATLAS AIR: Files Amended Chapter 11 Plan & Disclosure Statement
BANC OF AMERICA: Fitch Takes Rating Actions on 2 Note Series
BEAR STEARNS: Fitch Downgrades 1997-6 FRM Class B-4 Rating to C

BETHLEHEM STEEL: Commences Actions to Recover Preference Payments
CAREMARK: Will Present at Goldman's June 9 Healthcare Conference
COMMERCIAL MORTGAGE: S&P Rates 2001-CMLB-1 Classes H & J at BB/B
COMVERSE TECH: Releases Positive First Quarter Fiscal 2004 Results
CORAM: Plan Confirmation Hearing Set to Conclude on June 11, 2004

COVANTA ENERGY: S&P Assigns 'B' Corporate & Senior Debt Ratings
CSG SYSTEMS: Reports Financial Impact of Convertible Debt Offering
DII/KBR: Oil Search, Halliburton and KBR Sign Unique Agreement
DRESSER: S&P Affirms BB- Corp. Rating & Says Outlook Now Negative
EL CAPITAN: Receives Further Assay Results from El Capitan Mine

ENERSYS HOLDINGS: Proposed IPO Prompts S&P's Positive Watch
ENRON CORP: Asks Court to Approve Preston Settlement Agreement
ENRON CORPORATION: Objects To Oregon & Washington Mega Claims
EXCALIBUR INDUSTRIES: Gives Update on Reorganization Plan
FEDERAL FORGE: Secures Nod to Hire Plante & Moran as Accountants

FLEMING COS: Asks Court to Approve Put Agreement With Sankaty
FORCE PROTECTION: Expects More Losses in the Future
FOREST CITY: Sells Manhattan Town Center to MTC Development Group
FORT HILL: Brown Rudnick Retained as Committee's Attorneys
FOURTH AND WASHINGTON: Hires Clooney & Anderson as Attorneys

GEXA ENERGY: Hires Dave Holeman as Chief Financial Officer
GLOBAL CROSSING: Secures Telecom Service License In Hong Kong
GREENPOINT: S&P Takes Various Rating Actions on 3 Related Deals
HAYES LEMMERZ: Greenberg Wants To Pursue Claims In New York Court
HIGH VOLTAGE: Brings-In Bingham McCutchen as Special Counsel

JEUNIQUE INT'L: Case Summary & 20 Largest Unsecured Creditors
MARRAFLO CONTRACTING: Case Summary & Largest Unsecured Creditors
MEDIA 100: Optibase Completes $2.5 Million Asset Acquisition
MICROFINANCIAL: Senior Debt Balance Down to $26.1 Mil. at June 1
NATHANIEL SAINE: Case Summary & 20 Largest Unsecured Creditors

NATIONAL CENTURY: NPF XII Subcommittee Wants To Hire Kegler Brown
NATIONAL WASTE: Williams Mullen Serves as Committee's Counsel
NETWORK INSTALLATION: Opens Phoenix, AZ Sales & Service Location
NORTEL NETWORKS: Provides Update on Status of Restatements
OREGON ARENA: Hires Cable Huston as Arbitration Attorneys

OTIS SPUNKMEYER: S&P Affirms B+ Corporate & Senior Credit Ratings
OWENS CORNING: Kensington, et al., Want Francis McGovern Out
PARMALAT GROUP: Solicits Bids For Units In Argentina & Uruguay
PARMALAT GROUP: BofA Reports Drop in Foreign Loan Net Charge-Offs
PG&E NAT'L: A&M Unit Assumes Retention as Restructuring Managers

PHILLIPS VAN: Will Present at Piper Jaffray's June 10 Conference
POLYMER GROUP: Obtains New Senior Secured Bank Facility
PRESIDENT CASINOS: Equity Deficit Widens to $52MM at February 29
RCN CORP: Asks for Authority to Continue Cash Management System
REVLON CONSUMER: Refinancing Approximately $867 Million Debt

RURAL/METRO: Stockholders to Meet on June 11 in Scottsdale, Ariz.
RUSSELL CORP: S&P Cuts Corporate Credit Rating to BB from BB+
SAFETY-KLEEN: Putnam Asks Court To Partially Vacate Default Ruling
SEITEL INC: Files Amended Form 10-Q With SEC
SILVERLEAF: Exchange Offer Effective Date is Monday, June 7

SOLUTIA INC: Partee Wants Contract Decision by June 25
SPEEDWAY LB LLC: Case Summary & 2 Largest Unsecured Creditors
SPRINGFIELD, MASSACHUSSETTS: S&P Cuts City's Credit Rating to BB
TECH LAB: Enters into Financing Pact with Northeast-Based Fund
THERMACLIME INC: S&P Withdraws Ratings at Company's Request

THOMPSON PRINTING: Panel Gets Nod to Hire Lowenstein Sandler
TRANSPORT INDUSTRIES: S&P Assigns B+ Corporate & Bank Loan Ratings
UNITED AIRLINES: Proposes To Reduce Section 1114 Retiree Benefits
UAL CORP: CCAGW Lobbies Against any Government-Backed Loans
US ENERGY: Pursues Efforts to Delist From Berlin Stock Exchange

US UNWIRED: S&P Places Junk Debt Ratings on Watch Positive
VERITAS DGC: Appoints David F. Work as New Director
VWE GROUP INC: Case Summary & 20 Largest Unsecured Creditors
WKI HOLDING: Noteholders Agree to Amend Senior Note Indenture
WPCS INTERNATIONAL: May Cease Operations if Unable to Raise Funds

* Biotech Industry Loses Ground in May as Economy Stalls
* Stewart Mortgage Adds Alan Paylor to Form Default Solution Group

* BOOK REVIEW: BOARD GAMES - The Changing Shape of Corporate Power

                           *********

ADELPHIA: Wants Court to Okay Holme Roberts' Retention as Counsel
-----------------------------------------------------------------
Holme Roberts & Owen, LLP, is a Denver-based law firm, with
offices located throughout the United States as well as in
Boulder, Colorado; London, England; and Munich, Germany.  Holme
Roberts has over 100 years of experience in providing legal
counsel in litigation and corporate matters, both nationally and
abroad.

Since October 2003, the Adelphia Communications Debtors employed
Holme Roberts as an ordinary course professional to provide
services related to the sale of certain of their assets and
securities law disclosure issues.  Since April 2004, Holme Roberts
advised the ACOM Debtors in connection with the preparation of an
annual report which will be filed with the United States
Securities and Exchange Commission.  The ACOM Debtors determined
that they now require Holme Roberts to provide them a broader
scope of services.

Thus, the ACOM Debtors seek the Court's authority to employ Holme
Roberts as special counsel to continue to assist them with asset
dispositions as well as provide legal services with respect to
litigation, transactional and securities matters.  Holme Roberts
understands the ACOM Debtors' operations and businesses, and has
substantial experience and expertise in providing the type of
legal expertise the Debtors require.

Holme Roberts will provide:

   (1) a variety of litigation support services in connection
       with the ACOM Debtors' reorganization plan;

   (2) representation in connection with the sale of the Debtors'
       security business located in Florida; and

   (3) representation in connection with the possible sale of
       certain joint venture interests in South America.

Holme Roberts will be compensated on an hourly basis.  At
present, the firm's standard hourly rates for attorneys and
paralegals range from $175 to $550.  The ACOM Debtors will also
reimburse the firm for actual and necessary expenses incurred.

The ACOM Debtors presently owe Holme Roberts $28,74 for billed
but unpaid fees and expenses through April 30, 2004.

W. Dean Salter, a partner at Holme Roberts, assures the Court
that the firm does not represent any party or hold any interest
adverse to the ACOM Debtors with respect to the matters in which
it is to be employed.  Moreover, Holme Roberts has no connection
with any interested parties that would affect the firm's ability
to represent the ACOM Debtors in their Chapter 11 cases, except
that Holme Roberts and certain of its members and associates:

   (a) appeared on behalf of CGS Systems, Inc., in the ACOM
       Debtors' Chapter 11 cases;

   (b) represented Dycom Industries, Inc., in matters potentially
       relating to the ACOM Debtors' Chapter 11 cases, however,
       Holme Roberts understand that Dycom now has no further
       claims;

   (c) appeared in the past and may appear in the future in cases
       where one or more of those parties may be involved; and

   (d) represented in the past and may represent in the future
       one or more of the interested parties, in matters
       unrelated to the ACOM Debtors' Chapter 11 cases and
       unrelated to the matters for which Holme Roberts is to be
       retained.

Mr. Salter attests that none of these representations or
relationships gives rise to a finding that Holme Roberts
represents or holds an interest adverse to the ACOM Debtors.
(Adelphia Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADESA: S&P Rates $125 Million Senior Subordinated Notes at B+
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale used-
vehicle auctions and provider of used-vehicle floorplan financing.
The outlook is stable.

ADESA will have pro forma total debt, including operating leases,
of about $600 million.
   
Proceeds from the new debt issue, combined with a planned $150
million IPO and a new bank credit facility, will be used to
refinance existing debt and to pay a $100 million dividend to the
company's parent, ALLETE Inc. (BBB+/Stable/A-2). Within a few
months of the IPO, ALLETE intends to spin off its remaining
interest in ADESA to ALLETE shareholders.

"Upside rating potential is limited in the near term by a
competitive environment, leveraged balance sheet, and
uncertainties regarding the company's limited history as an
independent company," said Standard & Poor's credit analyst Martin
King. "ADESA's solid market positions and fair free cash flow
generation limit downside risk."

ADESA includes several businesses serving the wholesale used-
vehicle market in the U.S. and Canada. The company conducts used-
vehicle wholesale and salvage auctions and performs various
ancillary services at 80 locations in North America. A financing
subsidiary, Automotive Finance Corp., provides inventory financing
to independent used-car dealers who purchase vehicles from
auctions and other sources.

Although ADESA has actively participated in the industry
consolidation of the past decade, Standard & Poor's expects the
company to moderate its growth pace during the next few years,
making only small acquisitions or adding a few new locations.

The Internet is a growing threat, currently making up 3%-5% of the
auction market, but it is not a serious rating concern at this
time. ADESA can conduct real-time and bulletin board on-line
auctions at each of its sites and allows on-line bidders to
compete in real time with bidders present at physical auctions at
its largest auction sites. Although Internet-related sales are
expected to continue to grow, the benefits of live auctions in
determining vehicle values remain important considerations of most
sellers.


ADVANCED MEDICAL: Expects to Raise Stockholders' Equity by $76MM
----------------------------------------------------------------
Advanced Medical Optics, Inc. (NYSE:AVO) (AMO) announced that it
expects to complete a series of transactions that will have the
effect of increasing its stockholders' equity by approximately
$76 million.

Under the terms of the privately negotiated transactions reached
with a limited number of investors, the company has exchanged or
has commitments to exchange on or prior to June 4, 2004,
approximately $83 million aggregate principal amount of its
outstanding 3 1/2 percent convertible senior subordinated notes
due 2023 for approximately 4.4 million shares of its common stock
and approximately $4.6 million in cash.

The company decided to exchange a portion of the convertible notes
as a result of the increase in its share price since the
announcement of its agreement to acquire the Pfizer ophthalmic
surgical business and the company's need to increase equity in
order to access the capital markets, if desired, to finance the
acquisition. Because the notes are not currently convertible into
equity, GAAP requires that AMO record an estimated $76 million
non-cash charge in the second quarter of 2004 equal to the fair
market value of the common stock on the date of the exchange, less
the $20.54 conversion price for the notes, plus the premium paid
to exchanging note holders.

In addition, the company announced that its Japan subsidiary has
repaid a 2.5 billion yen-denominated ($22.4 million equivalent)
term loan facility, which was collateralized by the subsidiary's
accounts receivable and inventory.

"These transactions represent initial steps in the overall
financing relating to our acquisition of the Pfizer assets and
help to position AMO for future growth," said Richard A. Meier,
executive vice president of operations and finance and chief
financial officer. "Moreover, these transactions do not impact our
previously stated 2004 pro forma diluted earnings per share
guidance, excluding the anticipated accretion of the Pfizer
acquisition and non-cash charges associated with the financing."

AMO announced in April its agreement to acquire the Pfizer
ophthalmic surgical business for $450 million. The business, which
generated approximately $150 million in revenues in 2003, includes
the Healon(R) family of viscoelastics, the Tecnis(R) and CeeOn(R)
lines of intraocular lenses and the Baerveldt(R) glaucoma shunt,
as well as related manufacturing and R&D facilities. AMO expects
to complete the acquisition in early summer. The company expects
to provide accretion guidance related to the Pfizer acquisition
upon its completion.

                 About Advanced Medical Optics

Advanced Medical Optics, Inc. is a global leader in the
development, manufacturing and marketing of ophthalmic surgical
and contact lens care products. The company focuses on developing
a broad suite of innovative technologies and devices to address a
wide range of eye disorders. Products in the ophthalmic surgical
line include foldable intraocular lenses, phacoemulsification
systems, viscoelastics and related products used in cataract
surgery, and microkeratomes used in LASIK procedures for
refractive error correction. AMO owns or has the rights to such
well-known ophthalmic surgical product brands such as
Phacoflex(R), Clariflex(R), Array(R) and Sensar(R) foldable
intraocular lenses, the Sovereign(R) phacoemulsification system
with WhiteStar(TM) technology and the Amadeus(TM) microkeratome.
Products in the contact lens care line include disinfecting
solutions, daily cleaners, enzymatic cleaners and lens rewetting
drops. Among the well-known contact lens care product brands the
company possesses are COMPLETE(R), COMPLETE(R) Blink-N-Clean(R),
COMPLETE(R) Moisture PLUS(TM), Consept(R)F, Consept(R) 1 Step,
Oxysept(R) 1 Step, UltraCare(R), Ultrazyme(R), Total Care(R) and
blink(TM) branded products. Amadeus is a licensed product of, and
a trademark of, SIS, Ltd.

As reported in the Troubled Company Reporter's April 26, 2004
edition, Standard & Poor's Ratings Services placed its 'BB-'
corporate credit and senior secured debt ratings and its 'B'
subordinated debt rating on vision care company Advanced Medical
Optics Inc.  on CreditWatch with negative implications after the
company announced plans to acquire the ophthalmic surgical
business of Pfizer Inc. for $450 million in cash. As of Dec. 31,
2003, the Santa Ana, California-based company had $236 million of
debt outstanding.

Standard & Poor's expects to resolve the CreditWatch listing once
it obtains more clarification about the financial implications of
the transaction and its ultimate funding structure, the effects of
the transaction on the company's business position, and AMO's
subsequent business strategy. This review is expected to be
completed before the transaction closes.


AIRNET COMMS: Looks for New Auditor to Replace Deloitte & Touche
----------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in software defined base station products for wireless
communications announced that Deloitte & Touche LLP will be
replaced as its independent auditor and the Company has commenced
soliciting proposals from leading accounting firms.

"We're grateful for the excellent professional service that
Deloitte has rendered over the last several years," said George
Calhoun, chairman of AirNet's audit committee. "We will undertake
a thorough and comprehensive evaluation process and intend to
engage a new independent auditor within the next 30 days."

The change in accountants was not the result of any disagreement
between AirNet and Deloitte & Touche on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures.

Deloitte & Touche has agreed to assist the Company in effecting an
efficient transition to the new auditor.

As reported in the Troubled Company Reporter's March 10, 2004
edition, AirNet Communications Corporation announced that its
auditors, Deloitte & Touche LLP, had informed the Company that its
independent auditors' report issued with the Company's financial
statements as of and for the year ended December 31, 2003 will
include a paragraph that describes conditions that give rise to
substantial doubt about the Company's ability to continue as a
going concern. This paragraph is consistent with the going-concern
paragraph received by the Company in fiscal years 2001 and 2002.
Such conditions and management's plans concerning those matters
will be disclosed in the annual financial statements included in
Form 10-K.

                     About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers. AirNet's
patented broadband, software-defined AdaptaCell(R)
SuperCapacity(TM) adaptive array base station solution provides a
high-capacity base station with a software upgrade path to high-
speed data. The Company's AirSite(R) Backhaul Free(TM) base
station carries wireless voice and data signals back to the
wireline network, eliminating the need for a physical backhaul
link, thus reducing operating costs. The Company's RapidCell(TM)
base station provides government and military communications users
with up to 96 voice and data channels in a compact, rapidly
deployable design capable of processing multiple GSM protocols
simultaneously. AirNet has 69 patents issued or filed and has
received the coveted World Award for Best Technical Innovation
from the GSM Association, representing over 400 operators around
the world. More information about AirNet by visiting the AirNet
Web site at http://www.airnetcom.com/

AirNet(R) AdaptaCell(R), and AirSite(R) are registered trademarks
with the U.S. Patent and Trademark Office. The stylized AirNet
mark, Super Capacity(TM), Backhaul Free(TM), TripCap(TM) and
RapidCell(TM) are trademarks of AirNet. Other names are registered
trademarks or trademarks of their respective holders.


AMERICREDIT: Prices $575 Mil. Senior Asset-Backed Securitization
----------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) announced the pricing of a $575
million offering of automobile receivables-backed securities
through lead managers Credit Suisse First Boston and Barclays
Capital. Co-managers are Deutsche Bank Securities and Wachovia
Securities. AmeriCredit uses net proceeds from securitization
transactions to provide long-term financing of its receivables.

This transaction employs a combination of subordinated notes,
overcollateralizaton and restricted cash to support the ratings in
place of bond insurance. This transaction represents the Company's
fourth senior subordinate securitization.

The securities will be issued via an owner trust, AmeriCredit
Automobile Receivables Trust 2004-1, in six classes of Notes:

Note Class     Amount       Average Life    Price    Interest Rate
--------      ----------    ------------    -------- -------------
A-1         $118,000,000      0.21 years    100.0000        1.278%
A-2          198,000,000      0.90 years    99.99753         2.31%
A-3           93,990,000      1.89 years    99.99590         3.22%
B             49,330,000      2.52 years    99.98267         3.70%
C             57,840,000      3.11 years    99.98094         4.22%
D             57,840,000      3.62 years    99.96742         5.07%
           --------------
            $575,000,000
           ==============

The weighted average coupon on the Notes to be paid by AmeriCredit
is 3.7%. For comparative purposes, senior subordinate structures
do not require payments to a bond insurance guarantor.

The 2004-1 will have initial credit enhancement of 11.5% of the
original receivable pool balance, building to the total required
enhancement level of 22% of the then-outstanding receivable pool
balance. The initial 11.5% enhancement will consist of a 2.0% cash
deposit and 9.5% overcollateralization. The class E Notes, which
are being retained by the Company, will provide additional credit
enhancement.

Overcollateralization is typically higher in a senior subordinate
securitization compared to a bond-insured transaction due to
credit enhancement support needed for the subordinated bonds under
certain severe loss assumptions as required by the rating
agencies.

The Note Classes are rated by Standard & Poor's and Moody's
Investors Service. The ratings by Note Class are:

Note Class  Standard & Poor's   Moody's
----------- ------------------ ---------
       A-1             A-1+      Prime-1
       A-2              AAA          Aaa
       A-3              AAA          Aaa
         B               AA          Aa2
         C                A           A1
         D              BBB         Baa2


This transaction represents AmeriCredit's 44th securitization of
automobile receivables in which a total of more than $34 billion
of automobile receivables-backed securities has been issued.

Copies of the prospectus and related materials relating to this
offering of receivablesbacked securities may be obtained from the
managers and co-managers. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy the
securities described in this press release, nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such State.

                   About AmeriCredit Corp.

AmeriCredit Corp. is a leading independent non-prime auto finance
company. Using its branch network and strategic alliances with
auto groups and banks, the Company purchases retail installment
contracts entered into by auto dealers with consumers who are
typically unable to obtain financing from traditional sources.
AmeriCredit has more than one million customers and more than $12
billion in managed auto receivables. The Company was founded in
1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com/

As reported in the Troubled Company Reporter's February 3, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
AmeriCredit Corp. to stable from negative, and affirmed its
ratings, including its 'B' long-term counterparty credit rating,
on the company.

The outlook revision reflects the improvement in the company's
financial performance and stabilization of its asset quality
measures.

"The ratings also reflect the company's significant capital base
of $1.96 billion, which provides a significant cushion given the
high level of charge-offs that the company has been experiencing.
The company has also successfully been able to access the
securitization market, albeit at higher credit enhancement
levels," said Standard & Poor's credit analyst Lisa J. Archinow,
CFA.


ANALYTICAL SURVEYS: Reports Default on $1.7MM Senior Secured Debt
-----------------------------------------------------------------
Analytical Surveys, Inc. (ASI) (Nasdaq: ANLT), a leading provider
of utility-industry data collection, creation and management
services for the geographic information systems (GIS) markets,
announced that an event of default has occurred under the terms of
its $1.7 million Senior Secured Convertible Debenture. Pursuant to
the terms of the Note, it is an event of default if ASI does not
have an effective Registration Statement registering the shares
issuable upon conversion of the Note and exercise of the warrant
on or prior to May 28, 2004.

ASI filed a Registration Statement with the Securities and
Exchange Commission on December 30, 2003, and Amendment No. 1 to
the Registration Statement on May 17, 2004. However, the
Registration Statement has not yet been declared effective by the
SEC. Under the terms of the Note, upon an event of default, Tonga
Partners, L.P., the holder of the Note, may (a) declare the entire
unpaid principal balance of the Note, together with interest
accrued thereon, due and payable, and the Note will be accelerated
without presentment, demand, protest or notice; (b) demand that
ASI pay all or a portion of the Note at a price equal to the
Triggering Event Prepayment Price which is the 130% of the
aggregate principal amount of the Note and (c) demand that the
principal amount of the Note and all accrued but unpaid interest
be converted into shares of ASI Common Stock at the conversion
price as defined in the Note; or (d) exercise or otherwise enforce
any one or more of its rights under the Note the other related
documents or applicable law.

Tonga has not declared an event of default and has not accelerated
the Note, and has not expressed its intentions to do so.

Analytical Surveys Inc. provides technology-enabled solutions and
expert services for geospatial data management, including data
capture and conversion, planning, implementation, distribution
strategies and maintenance services. Through its affiliates, ASI
has played a leading role in the geospatial industry for more than
40 years. The Company is dedicated to providing utilities and
government with responsive, proactive solutions that maximize the
value of information and technology assets. ASI is headquartered
in San Antonio, Texas and maintains operations in Waukesha,
Wisconsin. For more information, visit http://www.anlt.com/


ARMOR HOLDINGS: S&P Revises Outlook to Positive & Affirms Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Armor
Holdings Inc. to positive from stable. At the same time, Standard
& Poor's affirmed its ratings, including the 'BB' corporate credit
rating, on the security products supplier.

"The outlook revision reflects Armor's improved financial
flexibility from a proposed common stock offering and solid
operating performance," said Standard & Poor's credit analyst
Christopher DeNicolo. The company intends to sell 4 million shares
of common stock. The proceeds, before transaction fees, could
total around $150 million at current prices and are likely to be
used to fund acquisitions. Debt to capital is expected to decline
to below 30% after the stock sale from around 35% currently.
Armor's revenues and operating earnings more than doubled in the
first quarter of 2004 due to the Simula acquisition in late 2003
and strong demand for Up-Armored HMMWVs and military body armor.

The ratings on Jacksonville, Florida-based Armor reflect the
company's modest size and active acquisition program, offset
somewhat by leading positions in niche markets and moderate
leverage. The company's aerospace and defense group (50% of first-
quarter 2004 revenues) produces armored military vehicles,
military body armor, and crew seats for military helicopters and
transports. Armor is a leading provider of law enforcement
equipment, including body armor, holsters, riot gear, and batons,
through its products division (33%). The firm also provides
commercial vehicle armoring through its Armor Mobile Security unit
(17%). Armor has grown rapidly since 1996 through over 20
acquisitions and modest organic growth.

The company's various law enforcement products have leadership
positions in their markets and strong brand identities. Products
are sold through 500 distributors worldwide and Armor provides
comprehensive product training support. Domestic sales have
recently been flat due to the fiscal problems at many states and
local municipalities, but international sales are growing. Sales
of commercial armored vehicles are likely to benefit from
increased threats of terrorism throughout the world.

Armor's military business is largely from the Up-Armored HMMWV
contract with the U.S. Army. Deliveries under this contract
increased to 873 in 2003 from 623 in 2002, due to strong demand as
a result of the security situation in Iraq. Production in 2004
could be more than 3,500, based on announced production rate
increases, with 518 delivered in the first quarter. Production
rates are currently more than 220 per month and are expected to
reach 450 per month by October 2004. However, profitability on
the most recent HMMWV contract is lower than on previous
contracts. In addition, Armor has over 40% of the market for small
arm protective insert plates, which are used in body armor by the
U.S. military.


ATLAS AIR: Files Amended Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc. (AAWH) (Pink Sheets: AAWHQ),
the parent company of Atlas Air, Inc. and Polar Air Cargo, Inc.,
and certain of its other subsidiaries have filed an amended Joint
Plan of Reorganization and amended Disclosure Statement with the
United States Bankruptcy Court for the Southern District of
Florida. The action was taken as part of AAWH's ongoing Chapter 11
bankruptcy proceedings.

The Plan and Disclosure Statement incorporate the terms of a
settlement agreement reached among Atlas, Polar and the official
unsecured Creditors Committees of Atlas and Polar. Pursuant to the
settlement agreement, all litigation between the parties has been
abated pending final documentation of the settlement terms and
submission and anticipated approval of the amended Disclosure
Statement and Joint Plan of Reorganization.

A hearing seeking court approval of the Disclosure Statement has
been set for June 7. If approved by the court, the amended
Disclosure Statement and Joint Plan of Reorganization will be sent
out to creditors for a vote, with an anticipated confirmation of
the Plan during the week of July 12, paving the way for the
Company to emerge from Chapter 11 by no later than July 29, 2004.

                           About AAWH

AAWH, through its subsidiaries, Atlas and Polar, provides cargo
services throughout the world to major international airlines
pursuant to contractual arrangements with its customers in which
it provides the aircraft, crew, maintenance and insurance
("ACMI"). The company also provides airport-to-airport scheduled
air-cargo service, as well as commercial and military charter
service. The principal markets served are Asia and the Pacific Rim
from the United States and Europe and between South America and
the United States.


BANC OF AMERICA: Fitch Takes Rating Actions on 2 Note Series
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Banc of
America Mortgage Securities, Inc., mortgage pass-through
certificates:

Real Estate Synthetic Investment Securities (RESI), Mortgage Pass-
Through Certificates, Series 2002-A

          --Class B-3 upgraded to 'AAA' from 'A';
          --Class B-4 upgraded to 'AAA' from 'A-';
          --Class B-5 upgraded to 'AAA' from 'BBB';
          --Class B-6 upgraded to 'AAA' from 'BBB-';
          --Class B-7 upgraded to 'AAA' from 'BB';
          --Class B-8 upgraded to 'AA' from 'BB-';
          --Class B-9 upgraded to 'A' from 'B+';
          --Class B-10 upgraded to 'BBB-' from 'B';
          --Class B-11 upgraded to 'BB' from 'B-'.

Real Estate Synthetic Investment Securities (RESI), Mortgage Pass-
Through Certificates, Series 2003-A

          --Class B-3 affirmed at 'A';
          --Class B-4 affirmed at 'A-';
          --Class B-5 affirmed at 'BBB';
          --Class B-6 affirmed at 'BBB-';
          --Class B-7 affirmed at 'BB';
          --Class B-8 affirmed at 'BB-';
          --Class B-9 affirmed at 'B+';
          --Class B-10 affirmed at 'B';
          --Class B-11 affirmed at 'B-'.

The upgrades for RESI Finance Limited Partnership 2002-A are being
taken as a result of significantly increased credit support
levels, as well as low delinquencies and losses. The affirmations
for RESI Finance LP 2003-A are due to credit enhancement
consistent with future loss expectations.


BEAR STEARNS: Fitch Downgrades 1997-6 FRM Class B-4 Rating to C
---------------------------------------------------------------
Fitch June 1

Fitch has taken rating actions on the following Bear Stearns
Mortgage Securities Inc., mortgage pass-through certificates,
series 1997-6:

Bear Stearns Mortgage Securities Inc., mortgage pass-through
certificates, series 1997-6 ARM

               --Class 3A affirmed at 'AAA'.

Bear Stearns Mortgage Securities Inc., mortgage pass-through
certificates, series 1997-6 FRM

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

The rating actions reflect credit enhancement relative to future
loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


BETHLEHEM STEEL: Commences Actions to Recover Preference Payments
-----------------------------------------------------------------
Within 90 days before its bankruptcy petition date, the Bethlehem
Steel Corporation Debtors made certain transfers to or for the
benefit of 3,180 creditors.  The 47-largest of the 3,180 creditors
are:

     Creditor                              Amount
     --------                              ------
     Atlantska Plovidba                  $192,479
     Brad Foote Gear Works, Inc.           52,672
     Brandes Broker Limited             1,313,339
     Chicago Flame Hardening Co.           12,122
     Interamerican Zinc, Inc.             106,255
     Maryland Clean Water Fund             12,500
     Matlack, Inc.                         16,791
     MFV, Ltd.                             13,697
     Microbac Laboratories, Inc.           21,446
     Mictec, Inc.                          11,010
     Mineracoes Brasileiras Reunidas SA    13,419
     Penn Detroit Diesel Allison           32,495
     Paling Transporter, Ltd.               9,090
     Porter Wright Morris & Arthur, LLP    55,822
     Rictou International                  10,000
     Signode Coilmaster                    10,388
     Simplex Time Recorder Co.             48,852
     Southeastern Metal Processing         19,845
     St Lawrence                           99,235
     Standard Steel - FFC                  17,220
     State of Maryland - SIF               54,143
     Steel Dispatch, Inc.                  12,034
     Stekel, Inc.                          75,309
     Swift Transportation Co., Inc.        29,095
     Systran Financial Services Corp.      56,317
     Steel Transport, Inc.                219,054
     STL - Pittsburgh Severn Trent Lab.   127,619
     Svedala Industries, Inc.              34,759
     Squire Sanders & Dempsey, LLP        113,848
     T.C. Graham Associates               417,072
     Thermo ARL U.S., LLC                  13,131
     Tom Peace                             19,500
     Tradesmen Corporation                 35,436
     Transportation & Equipment Division   92,785
     Transport Carriers, Inc.              56,317
     United Air Specialists, Inc.          34,044
     United Van Lines, Inc.                23,043
     Unimold                               30,168
     United Bulk Carriers International   480,880
     U.S. Bank National Association         1,354
     USe Data                              33,496
     USX Engineers & Consultants, Inc.     12,745
     VDA                                   11,500
     Venable Baetjer & Howard, LLP        138,858
     Villa Julie College                    5,375
     Vitalsi                               90,825
     3D Inspection, Inc.                   13,820

Ian J. Gazes, Esq., at Gazes & Associates, LLP, in New York,
relates that the transfers were on account of antecedent debts
the Debtors owed to or for the benefit of the creditors before
the Petition Date.  Mr. Gazes relates that the Debtors were
insolvent during that time.

The Transfers enabled the creditors to receive more than they
would receive if:

   (a) these Cases were cases 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.

Mr. Gazes argues that the Transfers are avoidable pursuant to
Section 547(b) of the Bankruptcy Code.

Thus, the Debtors ask the Court for a judgment:

   (1) pursuant to Section 547(b), avoiding the Avoidable
       Transfers;

   (2) pursuant to Section 550(a), directing the creditors to pay
       to the estate an amount to be determined at trial that is
       not less than the Transfers, plus interest and costs; and

   (3) pursuant to Section 502(d), disallowing any claim filed by
       the creditors against the Debtors.

                        Creditors Respond

1. Paling Transporter

Paling Transporter, Ltd., asks the Court to dismiss the Debtors'
complaint for lack of jurisdiction and because the transfers are
not avoidable.

David M. Hess, Esq., at DM Hess & Associates, P.L.C., in Troy,
Michigan, argues that the sums sought by the Debtors are the
result of work completed by Paling Transporter in Canada on
vehicles brought to its place by the Debtors.

The Debtors' payment to Paling Transporter was in the normal
course of business and adhered to its historical, ordinary policy
and pattern of paying invoices for goods and services with the
Debtors, and was for new value or a substantially contemporaneous
exchange of value.

2. Chicago Flame

Sheila A. Ramacci, Esq., at Daniel L. Freeland & Associates,
P.C., in Highland, Indiana, contends that the recovery sought by
the Debtors is barred in whole or in part because:

   -- pursuant to Sections 547 and 550 of the Bankruptcy Code,
      the alleged transfers do not constitute voidable transfers
      to the extent that the Debtors were solvent at the time of
      the transfers;

   -- the alleged transfers do not constitute voidable transfers
      to the extent that they were:

         (a) in payment of a debt incurred by the Debtors in
             their ordinary course of business;

         (b) made in the ordinary course of business as between
             the Debtors and Chicago Flame; and

         (c) made according to ordinary business terms;

   -- the transfers were intended to be contemporaneous
      exchanges for new value given to the Debtors and were in
      fact substantially contemporaneous exchanges; and

   -- the alleged transfers do not constitute voidable transfers
      to the extent that, after the alleged transfers, Chicago
      Flame, gave new value to the Debtors within the meaning of
      Section 547(c)(4) of the Bankruptcy Code.

3. STL - Pittsburgh Severn Trent Laboratories

"STL - Pittsburgh extended and provided to the Debtors new credit
and delivered new services and supplies subsequent to the alleged
transfers identified in the Debtors' complaint," Edward M. Fox,
Esq., at Pryor Cashman Sherman & Flynn, LLP, in New York,
explains.

The subsequent credit, services, and supplies comprised new value
and the payments made are therefore not avoidable under Section
547(c)(4) of the Bankruptcy Code.

Mr. Fox asserts that certain invoices to which the checks the
complaint was directed, were paid to STL - Pittsburgh in the
ordinary course of business, and were made according to ordinary
business terms, thereby disqualifying the Debtors' recovery of
the payments.

STL - Pittsburgh instead demands trial by jury of the matters
addressed in the Complaint in the U.S. District Court.

4. Svedala Industries, Inc.

According to Frank Randazzo, Esq., at Pino and Associates, LLP,
in White Plains, New York, the Debtors' complaint fails to state
a claim on which protection can be granted.  Mr. Randazzo asserts
that any transaction between Svedala Industries, Inc., now known
as Metso Industries, Inc., and the Debtors:

   -- was a contemporaneous exchange for a new value;

   -- was made in the ordinary course of business; and

   -- is subject to the new value defense.

Additionally, the Debtors' request may be barred by the
applicable statute of limitations.

Metso, therefore, asks the Court to:

   -- dismiss the complaint on its merits and with prejudice; and

   -- direct the payment of the fees and costs associated with
      defending against the complaint.

5. T.C. Graham Associates

Paul R. Yagelski, Esq., Rothman Gordon, P.C., at Pittsburgh, PA,
relates that the Debtors may not avoid the transfers as:

   (a) these were intended by the Debtors and TC Graham, for
       whose benefit the transfers were made, to be a
       contemporary exchange for new value given to the Debtors.
       In fact, a substantially contemporaneous exchange took
       place;

   (b) the transfers were in payment of a debt incurred by the
       Debtors in the ordinary course of business or financial
       affairs, and were made according to ordinary business
       terms; and

   (c) the transfers were to, or for the benefit of, TC Graham to
       the extent that, after the transfers, TC Graham gave new
       value to, or for the benefit of the Debtors, which was not
       secured by an otherwise unavoidable security interest, and
       on account of which new value the Debtors did not make an
       otherwise unavoidable transfer to or for the benefit of TC
       Graham.

Moreover, Mr. Yagelski continues, the Debtors' Claim is barred by
the applicable statute of limitations.

                      Three Cases Dismissed

Pursuant to Rule 7041 of the Federal Rules of Bankruptcy
Procedure, the Debtors dismiss with prejudice, their actions
filed against:

   -- MFV, Ltd.
   -- Simplex Time Recorder Co.
   -- Mineracoes Brasileiras Reunidas SA

Each party will bear its own costs and expenses of the
litigations.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CAREMARK: Will Present at Goldman's June 9 Healthcare Conference
----------------------------------------------------------------
Caremark Rx, Inc. (NYSE:CMX) announced its intention to present at
the upcoming Goldman Sachs Healthcare Conference. The presentation
is scheduled for Wednesday, June 9, 2004, at the Ritz Carlton
Laguna Niguel in Dana Point, California. An audio presentation
will be broadcast live via the Internet. The audio webcast
information is as follows:

  Date: Wednesday, June 9, 2004

  Time: 12:40 PM Eastern Time, 9:40 AM Pacific Time

  Webcast Location:
  http://customer.talkpoint.com/GOLD006/060704a_mk/default.asp?entity=caremark

The slide presentation will be available along with the audio
webcast, under the "Events" section of the Investor Relations page
at http://www.caremarkrx.com/The webcast will be archived and  
available for replay until June 23, 2004.

                  About Caremark Rx, Inc.

Caremark Rx, Inc. is a leading pharmaceutical services company,
providing through its affiliates comprehensive drug benefit
services to over 2,000 health plan sponsors and their plan
participants throughout the U.S. Caremark's clients include
corporate health plans, managed care organizations, insurance
companies, unions, government agencies and other funded benefit
plans. The company operates a national retail pharmacy network
with over 55,000 participating pharmacies, seven mail service
pharmacies, the industry's only FDA-regulated repackaging plant
and 23 specialty pharmacies for delivery of advanced medications
to individuals with chronic or genetic diseases and disorders.

As reported in the Troubled Company Reporter's February 16, 2004
edition, Standard & Poor's Ratings Services said that its ratings
on Nashville, Tennessee-based pharmacy benefit manager Caremark
Rx.Inc. remained on CreditWatch with positive implications. These
include the company's 'BBB-' long-term corporate credit and senior
secured debt ratings as well as the 'BB+' rating on its $450
million in 7.375% senior secured notes. The ratings were
originally placed on CreditWatch on Sept. 3, 2003, following the
company's announcement that it intended to acquire its rival,
AdvancePCS, in a $6 billion transaction funded mostly by stock.

AdvancePCS' ratings also remain on CreditWatch with positive
implications, including its 'BB+' corporate credit and senior
secured debt ratings as well as its 'BB' senior unsecured debt
ratings.


COMMERCIAL MORTGAGE: S&P Rates 2001-CMLB-1 Classes H & J at BB/B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of mortgage pass-though certificates from Commercial
Mortgage Lease-Backed Securities LLC's series 2001-CMLB-1. At the
same time, ratings on five other classes are affirmed.

The lowered ratings are based on a re-examination of the pool
using Standard & Poor's credit lease default model. The
degradation of the pool's weighted averaged credit rating to 'BBB'
from 'BBB+' contributed to the lowered ratings, which was largely
attributable to the lowered ratings on three of the top 10 credit
tenants. The affirmed ratings reflect a financial guarantee
insurance policy for the class A certificates as well as credit
enhancement levels that are still adequate for the class B
certificates. The insurance policy is provided by MBIA Insurance
Corp. ('AAA'), and guarantees the payment of timely interest and
ultimate principal.

The loan pool consists of 116 credit tenant lease (CTL) loans, a
pass through certificate secured by properties leased to Winn-
Dixie Stores Inc. ('B'/Watch Neg), and three notes secured by
properties leased to Dollar General Corp. ('BB+'). The aggregate
balance of the underlying collateral is $451.7 million. The
underlying properties are geographically disbursed, with no state
exceeding a 10% concentration. The pool consists of retail
(77%), industrial/warehouse (13%), lodging (5%), and office (5%).
Significant exposure to drug store (33%) and grocery credit
tenants (24%) exist.

Bondable credit leases back 45 of the loans ($178.8 million),
while 75 loans ($272.9 million) are triple- and double-net leases.
Termination of offset rights of the tenant due to casualty or
condemnation for the triple- and double-net leases are mitigated
through lease enhancement policies provided by Lexington Insurance
Co., a subsidiary of American Insurance General Inc., ('AAA') and
Chubb Custom Insurance Co. ('AA').

Fully amortizing loans account for 68 loans ($208.1 million, 46%)
currently. The remaining 52 loans are balloon loans ($187.4
million, 42%) or interest only ($56.1 million, 12%). Balloon risk
is mitigated by residual value insurance provided by four
insurance companies. While three of the four insurers have current
ratings ranging from 'A' to 'AAA', 13 loans with a total current
balance of $95.2 million (21%) have RVI provided by Financial
Structures Ltd., a subsidiary of Royal Indemnity Co. The financial
strength rating on royal is 'BB+', down from 'AA-' at issuance.
Refinancing exposure relating to the 13 loans totals $27.1
million (6%), which is mitigated by the collateral's current
appraised land value ($20.9 million).

The top five tenants comprise $195.5 million (43%) of the pool and
include: J. Sainsbury PLC (11%, 'BBB+'), CVS Corp. (9%, 'A-'),
Autozone Inc. (9%, 'BBB+'), Dollar General Corp. (7%, 'BB+'
positive outlook), and Walgreen Co. (7%, 'A+'). The ratings on
three of the top 10 tenants have declined significantly since
issuance and contributed to the downgrades. The rating on Dollar
General declined to 'BB+' from 'BBB+' (at issuance); and the
rating on Winn-Dixie (5.7%) declined to 'B'/Watch Neg from 'BBB-'
(at issuance). In addition, the rating on J. Sainsbury has
declined to 'BBB+' from 'A' (at issuance). The declines in the
ratings, particularly the declines to non-investment-grade,
resulted in unfavorable treatment to the deal by Standard & Poor's
credit.

Currently, no realized losses have occurred and no loans are in
special servicing. Wachovia Securities Inc., the master servicer,
reported five loans ($19.2 million, 4%) on its watchlist. Two of
the watchlist loans are secured by dark properties; however both
loans are current and subject to long-term net leases. One of the
dark properties is leased to Rite Aid ('B+'), while the other is
leased to Albertson's ('BBB'). Two other loans are on the
watchlist due to minor real estate tax delinquencies that are
now paid or not reported as paid yet. The other watchlist loan is
due to minor deferred maintenance on the collateral asset. In
addition to the watchlist assets, a handful of properties that
underlie the pass-through certificate secured by properties leased
to Winn-Dixie were referenced as properties it plans to sell or
vacate in the company's third quarter financial results press
release.

As the transaction is a credit tenant lease pool, the associated
ratings are correlated with the ratings assigned to the underlying
tenants/guarantors. The ratings on the certificates may fluctuate
over time as the ratings of the underlying tenants/guarantors
change. Standard & Poor's reviewed the credit enhancement levels
in conjunction with the levels determined by Standard & Poor's
credit lease default model to determine to revised ratings.
    
                         RATINGS LOWERED

         Commercial Mortgage Lease-Backed Securities LLC
      Commercial mortgage pass-through certs series 2001-CMLB-1
   
                     Rating
         Class   To         From   Credit Enhancement (%)
         C       A          A+                     14.24
         D       A-         A                      12.13
         E       BBB+       A-                     10.02
         F       BBB        BBB+                    7.38
         G       BBB-       BBB                     5.27
         H       BB-        BB                      2.64
         J       B-         B                       1.06

                        RATINGS AFFIRMED

         Commercial Mortgage Lease-Backed Securities LLC
       Commercial mortgage pass-through certs series 2001-CMLB-1

         Class   Rating   Credit Enhancement (%)
         A1       AAA                     18.45
         A2       AAA                     18.45
         A3       AAA                     18.45
         B         AA-                    16.35
         X        AAA                      N.A.


COMVERSE TECH: Releases Positive First Quarter Fiscal 2004 Results
------------------------------------------------------------------
Comverse Technology, Inc. (NASDAQ: CMVT) announced sales of
$221,395,000 for the first quarter of fiscal year 2004, ended
April 30, 2004, an increase of 22.6% compared to sales of
$180,552,000 for the first quarter of fiscal year 2003, ended
April 30, 2003.

Net income on a generally accepted accounting principles (GAAP)
basis for the first quarter of fiscal 2004 was $7,001,000, ($0.03
per diluted share) compared to a net loss of $5,819,000 ($0.03 per
share) for the first quarter of fiscal 2003. Net income on a pro
forma basis was $10,607,000 ($0.05 per diluted share) in the first
quarter of fiscal 2004 compared to a pro forma net loss of
$7,585,000 ($0.04 per share) in the first quarter of fiscal 2003.
A reconciliation between results on a GAAP basis and results on a
pro forma basis is provided in a table immediately following the
Pro Forma Consolidated Statements of Operations.

Kobi Alexander, Chairman and CEO of Comverse Technology, stated,
"Each of our three major operating units achieved profitability as
well as sequential and year-over-year revenue growth in the first
quarter. Comverse, our network systems division, saw strength in
its products that enable call answering, messaging and other
wireless data applications, and real-time prepaid billing. Our
Verint Systems division achieved growth, due to continued
expansion in its activities providing actionable intelligence for
security and surveillance, and business intelligence applications.
Our Ulticom division grew as demand strengthened for its service
enabling software, particularly in support of prepaid billing for
wireless voice and data services."

The Company ended the quarter with cash and cash equivalents, bank
time deposits and short-term investments of $2,146,673,000,
working capital of $2,115,810,000, total assets of $2,712,654,000
and stockholders' equity of $1,701,650,000.

As reported in the Troubled Company Reporter's April 1, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Woodbury, New York-based Comverse Technology Inc. to stable from
negative, based on improvements in the company's profitability
over the past several quarters, which is expected to continue. The
company's 'BB-' corporate credit and senior unsecured debt ratings
were affirmed.

Comverse's ratings still reflect a relatively weak business
profile, which depends narrowly on the capital expenditures of
wireless telecommunications operators. In combination with the
company's strong financial profile--including a $1.7 billion net
cash position--the return to operational profitability provides
support at the current ratings level. Leverage remains high
because of currently modest levels of EBITDA profitability;
however, gradually improving profitability, combined with
the potential for debt reduction, should result in debt protection
metrics improving to levels that are more consistent with the
rating. Comverse had $545 million of funded debt as of Jan. 31,
2004. Standard & Poor's expects some of the debt will be retired,
particularly the approximately $120 million remaining portion of
the company's earlier convertible notes, which mature in 2005.

              About Comverse Technology, Inc.

Comverse Technology, Inc. (NASDAQ: CMVT) is the world's leading
provider of software and systems enabling network-based multimedia
enhanced communications services. More than 400 wireless and
wireline telecommunications network operators, in more than 100
countries, have selected Comverse's enhanced services systems and
software, which enable the provision of revenue-generating value-
added services including call answering with one-touch call
return, short messaging services, IP-based unified messaging
(voice, fax, and email in a single mailbox), 2.5G/3G multimedia
messaging (MMS), wireless instant messaging, wireless information
and entertainment services, voice-controlled dialing, messaging
and browsing, prepaid wireless services, and additional personal
communication services. Other Comverse Technology business units
include: Verint Systems (NASDAQ: VRNT), a leading provider of
analytic solutions for communications interception, digital video
security and surveillance, and enterprise business intelligence;
and Ulticom (NASDAQ: ULCM), a leading provider of service enabling
network software for wireless, wireline, and Internet
communications. Comverse Technology is an S&P 500 and NASDAQ-100
Index company. For additional information, visit the Comverse
Technology web site at http://www.cmvt.com/


CORAM: Plan Confirmation Hearing Set to Conclude on June 11, 2004
-----------------------------------------------------------------
As previously reported, Coram Healthcare Corporation's report
dated July 11, 2003, cited two competing proposed plans of
reorganization that have been filed in the United States
Bankruptcy Court for the District of Delaware in the jointly
administered bankruptcy cases of Coram Healthcare Corporation and
Coram, Inc.  

The two competing plans of reorganization have been proposed by
(i) Arlin M. Adams, the Chapter 11 Trustee for the Debtors'
estates, and (ii)the Official Committee of Equity Security Holders
of Coram Healthcare Corporation.  Such proposed plans of
reorganization, as well as modifications, supplements and
amendments, can be found as exhibits to CHC's Current Reports on
Form 8-K previously filed with the United States Securities and
Exchange Commission.

On April 23, 2004, the Equity Committee filed the Second Amendment
To Second Supplement To The Second Amended Plan Of Reorganization
of The Official Committee Of Equity Security Holders of Coram
Healthcare Corporation and Coram, Inc. in the Bankruptcy Court in
the Debtors' bankruptcy cases. The Equity Committee's Second Plan
Supplement remains subject to modification or amendment.

The two competing proposed plans of reorganization remain subject
to confirmation by the Bankruptcy Court.

Hearings to consider confirmation of such proposed plans of
reorganization and any objections thereto commenced on September
30, 2003 and are ongoing. The proceedings to consider confirmation
are presently scheduled to conclude on June 11, 2004. No
assurances can be given that either plan will ultimately be
confirmed by the Bankruptcy Court.


COVANTA ENERGY: S&P Assigns 'B' Corporate & Senior Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Covanta Energy Corp. and its 'B' rating to
Covanta's $230 million senior notes due 2011. The outlook is
stable.

The rating reflects Covanta's credit risks including its highly
leveraged capital structure upon emergence from bankruptcy in
March 2004, its reliance on net operating loss carryforwards of
parent company Danielson Holding Corp. for substantial tax
benefits that reduce expected cash tax expenses, recontracting
risk on its facilities that begins in 2007, and project-level
leverage of $840 million that must be serviced prior to
distributions to Covanta.

"Covanta's credit risks are somewhat mitigated by the generally
stable and predictable nature of Covanta's project cash flow, a
strong history of operations at Covanta's facilities, and
available cash amounting to over one year of interest expense,"
said credit analyst Scott Taylor.

Covanta is the largest domestic operator of waste-to-energy
facilities, operating 25 facilities in 15 states. It also owns
small independent power producer and water businesses, which
provide minimal cash flow. It is wholly owned by Chicago, Ill.-
based DHC, which purchased substantially all of Covanta's equity
for $30 million. The acquisition was consummated partially so
Covanta could take advantage of over $500 million in net operating
loss carryforwards at DHC. The rating reflects the risk that
Covanta has not obtained an IRS or tax-counsel opinion on the
validity of the NOLs, and that if the NOLs were to be disallowed,
Covanta could realize substantial cash tax expense because of its
expectation of generating $45 million to $55 million in taxable
income per year over the next five years. Because company
projections show a slight cash shortfall in 2005 and only modest  
cash surpluses in other years, if the NOLs were to be disallowed,
it could impair Covanta's ability to service debt.


CSG SYSTEMS: Reports Financial Impact of Convertible Debt Offering
------------------------------------------------------------------
CSG Systems International, Inc. (Nasdaq: CSGS), a leading provider
of customer care and billing solutions, provided information
regarding the financial impact of its successful offering of $230
million of 2 1/2% Senior Subordinated Convertible Contingent Debt
Securities, which closed Wednesday, June 2.

"The primary purpose of our convertible debt offering was to
restructure our debt so that we can aggressively invest in our
growth opportunities while maximizing shareholder return," Peter
Kalan, chief financial officer for CSG Systems said. "In addition,
as a result of lower fixed interest rates on the new debt and the
concurrent stock repurchase, this transaction is accretive to the
company's earnings per share."

The Convertible Debt Securities will reduce interest expense by
approximately $400,000 for the second quarter of 2004, and by
$1.2 million for each quarter going forward. The concurrent stock
repurchase of 2.1 million shares has the impact of reducing the
weighted-average shares outstanding for the second quarter of 2004
by approximately 700 thousand shares and by 2.1 million for each
quarter going forward. As a result, for the second quarter of
2004, the change in interest expense along with the reduction in
diluted shares outstanding is expected to be accretive by one cent
and is expected to be accretive by approximately three cents per
quarter going forward.

With the issuance of the Convertible Debt Securities, CSG Systems
has paid off and terminated its senior debt facility. CSG Systems
will incur a one-time non-cash charge of approximately
$6.6 million for the write-off of deferred financing costs
associated with the terminated senior debt facility. This will
have the effect of reducing earnings per diluted share by
approximately eight cents in the second quarter of 2004.

This information is being provided solely to indicate the
financial impact associated with the convertible debt offering to
the earnings per diluted share calculations for the existing and
future quarters.

                  Additional Information

For additional information about CSG, please visit CSG's web site
at http://www.csgsystems.com/Additional information can be found  
in the Investor Relations section of the web site.

              About CSG Systems International

Headquartered in Englewood, Colorado, CSG Systems International
(Nasdaq: CSGS) is a leader in next-generation billing and customer
care solutions for the cable television, direct broadcast
satellite, advanced IP services, next generation mobile, and fixed
wireline markets. CSG's unique combination of proven and future-
ready solutions, delivered in both outsourced and licensed
formats, empowers its clients to deliver unparalleled customer
service, improve operational efficiencies and rapidly bring new
revenue-generating products to market. CSG is an S&P Midcap 400
company. For more information, visit http://www.csgsystems.com/

As reported in the Troubled Company Reporter's June 1, 2004
edition, Standard & Poor's Ratings Services said that it assigned
its 'B' rating to Englewood, Colo.-based CSG Systems Inc.'s $200
million senior subordinated convertible contingent debt
securities.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating with a stable outlook. The proceeds of this issue,
along with a portion of cash on the balance sheet, will be used to
refinance approximately $199 million in senior secured bank debt
and to repurchase up to $40 million of CSG's common stock.
     
"The ratings reflect the company's concentrated customer base in a
highly competitive market, partially offset by CSG's recurring
revenue base and moderate, but predictable, earnings and cash
flow," said Standard & Poor's credit analyst Ben Bubeck.


DII/KBR: Oil Search, Halliburton and KBR Sign Unique Agreement
--------------------------------------------------------------
Oil Search Limited (ASX: OSH) has signed an agreement to form a
strategic alliance with Halliburton (NYSE: HAL) and its subsidiary
KBR. This alliance represents a unique arrangement between an
independent operator and a major oil and gas contractor.

Halliburton and KBR will offer a range of services including
subsurface oilfield services, development planning, engineering,
construction, production and maintenance support to Oil Search's
operations in Papua, New Guinea, where Oil Search is the industry
leader in oil and gas exploration and development.

Oil Search Managing Director Peter Botten, who signed the alliance
agreement with Halliburton ESG Vice President for Asia Pacific,
Chas Charles, and KBR Senior Vice President for Asia Pacific,
Andrew Fletcher, in Sydney sees the companies as an excellent fit.

"This is unique - the scope of activities that can be included
under the alliance covers everything from reservoir planning and
well construction services to field operations and maintenance and
project development.  It's also got the potential to move beyond
Papua, New Guinea to Oil Search operations in other parts of the
world," Mr. Botten said.

Mr. Charles echoed Mr. Botten's enthusiasm.

"Building on a successful business relationship spanning a number
of years, the Oil Search, Halliburton and KBR alliance recognises
the mutual benefits we can achieve by forming a strategic working
relationship to develop and grow a combined interest in oil and
gas production in PNG and internationally," Mr. Charles said.

"The alliance will be managed by an integrated team comprising
experienced, motivated and culturally aligned employees from the
alliance parties - I am confident it will achieve and even exceed
the expectation of stakeholders."

Mr. Fletcher said the alliance was a great opportunity for all
three companies to grow and prosper.

"Halliburton and KBR are able to offer Oil Search an integrated
cradle to grave service - from oil and gas prospect evaluation,
through development into long term field operations support," he
said.

"Our commitment is to do so in a safe, environmentally friendly
and cost-effective manner, drawing on the best people for the task
from each alliance member - we will be looking for innovation and
elimination of inefficiencies.

"We're delighted to be working with Oil Search, a company that has
made a great contribution."

The concept of the alliance developed out of Halliburton's long
participation in Papua, New Guinea as a traditional oilfield
service provider through its Energy Services Group (ESG).  It now
encompasses Halliburton's engineering and construction group
(KBR) in a much closer relationship with Oil Search.

                       Background

Oil Search Limited is an oil and gas exploration and development
company that has been operating in Papua New Guinea since 1929.  
It is listed on the Australian and Port Moresby Stock Exchanges,
and trades in the US through the ADR market.  It owns
approximately 70% of Papua New Guinea's oil reserves and over 50%
of gas reserves in the Highlands Gas Project.  Oil Search recently
took over as operator of the country's producing oil fields from
ChevronTexaco and has exploration licenses in Western Australia,
Yemen and Egypt.  The company's web site is
http://www.oilsearch.com/

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)


DRESSER: S&P Affirms BB- Corp. Rating & Says Outlook Now Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Dresser Inc. and, at the same time, revised its
outlook on the company to negative from stable.

Standard & Poor's also assigned its 'BB-' rating to Dresser's $175
million term loan C add-on, which has the same terms and
conditions as the existing 'BB-' rated $235 million senior secured
credit facility.

The outlook revision is based on Dresser's weaker credit measures
that are likely in the near term, due to the company's debt-
financed acquisition of the distribution business of Nuovo Pignone
S.p.A., a subsidiary of General Electric Co., for approximately
$175 million.

Pro forma for the acquisition, Dresser's total debt outstanding
will be about $1.1 billion.

"Dresser's credit measures are weak for the rating, and the
company is vulnerable to a downgrade if financial performance and
credit measures do not materially improve on a sequential basis
throughout 2004," said Standard & Poor's credit analyst Andrew
Watt.

The ratings on Dresser continue to be based on a highly leveraged
financial profile, partially offset by the company's solid market
position in its core business lines and improving operating
performance.

The company designs and manufactures equipment for the energy
industry.

The acquisition of the Nuovo Pignone retail fueling business
bolsters the market share of Dresser's business unit, Wayne, to
become the leading global supplier of fuel dispensers in the
retail petroleum market.


EL CAPITAN: Receives Further Assay Results from El Capitan Mine
---------------------------------------------------------------
El Capitan Precious Metals, Inc. (OTCBB:ECPN) announced that it
has received further assay results from representative ore samples
taken from the El Capitan mine.

These results, provided by AuRIC Metallurgical Laboratories of
Salt Lake City, Utah, showed gold of 0.093 ounces per ton, silver
of 0.064 ounces per ton, platinum of 0.300 ounces per ton, and
palladium of 0.075 ounces per ton. AuRIC Metallurgical
Laboratories is a refinery and assayer, and is recognized in the
mining industry as a third party referee for disputes between
mining companies and refineries.

"According to AuRIC, these results are representative samples that
are consistent with other assays they have conducted on our ore,"
stated El Capitan President, Chuck Mottley. "It is important to
note, however, these are not proven reserves and a significant
amount of work lays ahead to prove these reserves. Given that
fact, we are still excited as these results confirm our earlier
assays regarding not only the gold and silver, but also the
existence of platinum and palladium in quantities that could be
significant."

"All these facts notwithstanding, we do not want to create the
impression that we are close to mining this property. There is a
lot of work to be done and a significant amount of capital
necessary not only to prove the reserves, but to mine the property
if the precious metals values can be proven in the 65 million tons
that the Company has identified," continued Mr. Mottley.

As reported in the Troubled Company Reporter's May 28, 2004
edition, El Capitan Precious Metals, Inc. announced that it is
exploring the possible mining and marketing of iron ore from its
El Capitan mine.

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

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

                      About the Company

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


ENERSYS HOLDINGS: Proposed IPO Prompts S&P's Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and other ratings on industrial battery manufacturer,
Reading, Pennsylvania-based EnerSys Holdings Inc. and its EnerSys
Capital Inc. unit on CreditWatch with positive implications. The
CreditWatch listing follows EnerSys Holdings' recent filing of a
registration statement with the SEC for a proposed initial public
offering of common stock with maximum gross proceeds of
$230 million.

The IPO is expected to occur in the fiscal second quarter ending
Sept. 30, 2004. EnerSys plans to use the proceeds to prepay the
principal on its $120 million senior second-lien term loan due
2012 and prepay a portion of its $380 million senior secured term
loan B due 2011. Pro forma debt leverage could reduce to about 3x
compared to 4.6x at the end of the March 31, 2004 fiscal year.

"Before taking further action, we will review the benefits of debt
reduction against management's business plans and financial
policies. If we decide that the use of proceeds to reduce
outstanding debt results in a sustainable improvement in the
company's financial profile, an upgrade is possible," said
Standard & Poor's credit analyst Linli Chee. "We will withdraw our
ratings on the company's $120 million senior second-lien term
loan when the transaction is completed."

EnerSys competes in the industrial battery market, which includes
a balanced proportion of both motive power and reserve power
batteries with a leading 25% global market share (based on fiscal
2004 sales of $969 million). The company is privately held and is
approximately 90%-owned by MSCP and limited partner co-investors.


ENRON CORP: Asks Court to Approve Preston Settlement Agreement
--------------------------------------------------------------
Enron Corporation, Enron North America Corporation, ECT Merchant
Investments, Inc., ENA Upstream Company, LLC, and Enron Reserve
Acquisition Corporation sought and obtained the Court's approval
of the Settlement Agreement they entered into with Preston
Exploration Company, LP, Preston Gulf Coast, LP, Preston Gulf
South, LLC, and St. Mary's Production, LLC.  The Debtors are also
authorized to transfer certain assets in connection with the
settlement.

                 Preston Gulf Coast Transaction

PGC was formed to pursue oil and gas opportunities in South
Louisiana, South Texas and the upper Texas Gulf Coast.

In June 2001, Gulf South, ECTMI, Exploration, and the other
limited partners party thereto entered into an Agreement of
Limited Partnership for PGC, pursuant to which, among other
things, (i) ECTMI obtained a 25% limited partnership interest in
PGC -- the LP Interest, (ii) Exploration obtained a 25% limited
partnership interest in PGC, and (iii) Gulf South obtained a 2%
general partnership interest in PGC.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that pursuant to the terms of the Partnership
Agreement, ECTMI is obligated to make its pro rata portion of
capital contributions to fund budgets covering the annual general
and administrative expenses of the Partnership.

As of May 16, 2003, PGC alleges that ECTMI failed to make
approximately $638,916 in capital contributions to fund its pro
rata portion of the general and administrative expenses.

                   St. Mary's Transaction

St. Mary's was primarily formed to acquire, own, operate and
otherwise deal with certain oil and gas property interests in the
Northwest Myette Point Field located in St. Mary Parish and St.
Martin Parish, Louisiana.

In January 2001, ECTMI, William J. Preston and Arthur F. Preston
entered into a Second Amended and Restated Limited Liability
Company Agreement of St. Mary's, pursuant to which ECTMI obtained
a 5% membership interest.  Pursuant to the terms of the LLC
Agreement, St. Mary's has the option to redeem all of ECTMI's
membership interest in St. Mary's -- the Call Option -- and ECTMI
has the option to cause St. Mary's to redeem the ECTMI membership
interest in St. Mary's -- the Put Option.

On May 15, 2003, Mr. Sosland reports, St. Mary's attempted to
exercise the Call Option.  The Debtors assert that St. Mary's
attempt was ineffective, in part, because it failed to satisfy
the obligations relating to the Call Option as set forth in the
LLC Agreement.  On September 25, 2003, St. Mary's commenced an
Adversary Proceeding against ECTMI.  In addition, St. Mary's
filed Claim No. 23825, which asserts an unliquidated claim
related to or arising from ECTMI's membership interest in St.
Mary's.

     Enfolio Excess Gas Purchase Agreement and Oil Contract

Upstream, as assignee of ENA, and St. Mary's are parties to an
Enfolio Excess Gas Purchase Agreement, effective as of January 1,
2000, as amended, pursuant to which Upstream purchased natural
gas from St. Mary's.  St. Mary's alleges that about $819,320 is
due and owing under the Enfolio Contract for unpaid natural gas
deliveries for the months of October and November 2001.  St.
Mary's filed (i) Claim No. 4686 against Enron, (ii) Claim No.
4688 against Upstream, and (iii) Claim No. 4687 against ENA with
respect to the alleged claims under the Enfolio Contract.

ERAC and St. Mary's are parties to that certain Excess Oil Sales
Contract, dated as of December 6, 2000, as amended, pursuant to
which St. Mary's purchased oil from ERAC.  ERAC alleges that it
is currently owed $30,901 by St. Mary's for unpaid oil
deliveries.

                The Settlement Agreement

The Parties now desire to compromise and settle any and all
claims against each other relating to or arising out of (i) the
LLC Agreement, (ii) the LLC Interest, (iii) the Partnership
Agreement, (iv) the LP Interest, (v) the Enfolio Contract, (vi)
the Oil Contract, (vii) the Adversary Proceeding, (viii) the
Claims, (ix) the G&A Claim and (x) that certain Objection of
Preston and St. Mary's to the Fifth Amended Joint Plan of
Affiliated Debtors.

After substantial negotiations on April 16, 2004, the Parties
entered into the Settlement Agreement.  The principal terms and
conditions of the Settlement Agreement are:

A. Settlement Payment

   As consideration for the release and settlement of any and
   all Claims, on the Closing Date, St. Mary's will pay to ECTMI
   $1,200,000.

B. Closing Conditions

   Each Party's obligation to consummate the Closing
   transactions on the Closing Date is subject to the
   satisfaction, on or before the Closing Date, of these
   conditions:

   (a) The Bankruptcy Court Order becomes final;

   (b) Each of the representations and warranties of the Parties
       contained in the Settlement Agreement will be true and
       correct, and each of the covenants and agreements of the
       Parties to be performed as of or prior to the Closing
       Date will have been duly performed and complied with;

   (c) Each of the documents set forth in Section 2.3 of the
       Settlement Agreement will have been executed and
       delivered by the appropriate Parties;

   (d) ECTMI will assign and transfer all of its member interest
       in St. Mary's, pursuant to and in accordance with the
       terms and provisions of the LLC Agreement, to St. Mary's
       or its designee by executing and delivering to St. Mary's
       or its designee an Assignment and Assumption Agreement;

   (e) ECTMI will assign all of its limited partner interest in
       PGC, pursuant to and in accordance with the terms and
       provisions of the LP Agreement, to Exploration or its
       designee by executing and delivering to Exploration or
       its designee an Assignment and Assumption Agreement;

   (f) The Upstream Claim will be deemed to be assigned to
       ECTMI, in the amount reflected in the Upstream Claim,
       without the need for the execution and delivery of
       additional documentation or the entry of any additional
       Court orders; and

   (g) PGC or St. Mary's, as appropriate, will withdraw with
       prejudice, by filing a notice of withdrawal or dismissal
       as the case may be: (i) the Objection of PGC and St.
       Mary's to ECTMI's First Day Orders, dated May 21, 2003;
       and (ii) the Adversary Proceeding and all pending motions
       therein.  ECTMI will withdraw the ECTMI Counterclaims,
       with prejudice, by filing a notice of withdrawal.  The
       Adversary Proceeding will be dismissed with prejudice and
       ERAC will release the ERAC Claim against St. Mary's.

C. Closing Deliveries

   At the Closing:

   (a) ECTMI will deliver, or cause to be delivered, to St.
       Mary's or its designee, the Assignment and Assumption
       Agreement concerning the LLC Agreement;

   (b) ECTMI will deliver, or cause to be delivered, to
       Exploration or its designee, the Assignment and
       Assumption Agreement concerning the LP Agreement;

   (c) ERAC will deliver, or cause to be delivered, to St.
       Mary's, a release of the ERAC Claim;

D. Proofs of Claim

   On the Closing Date, each proof of claim filed by or on
   behalf of St. Mary's in the Enron Bankruptcy Case, the ENA
   Bankruptcy Case, and the ECTMI Bankruptcy Case, including
   Proofs of Claim 4686, 4688, and 23825, will be deemed
   irrevocably withdrawn, with prejudice, and expunged, and
   all claims set forth therein disallowed in their entirety.

E. Mutual Release

   From and after the Closing, each of the Parties will waive,
   release, acquit and forever discharge each other from any and
   all claims, demands, actions, causes of action and
   liabilities, arising out of, related to, with respect to, or
   in connection with the Settlement Matters.

F. Termination

   The Settlement Agreement may be terminated upon the written
   agreement of not less than all of the Parties and, if the
   Bankruptcy Court Order is not granted by June 30, 2004, the
   Settlement Agreement will be deemed null and void.

Mr. Sosland assures the Court that the Settlement Agreement was a
product of arm's-length, good faith negotiations among the
parties.  Absent the settlement, the Debtors would need to
continue to litigate the Adversary Proceedings to determine
whether St. Mary's validly exercised the Call Option and the
amount, if any, of the LLC Claim.  This will require extensive
judicial intervention, and it is uncertain which of the
Settlement Parties would emerge with a favorable and successful
resolution of its claims.  Moreover, the litigation would be
costly, time consuming and distracting to management and
employees alike.  Until resolution of the disputes, the ability
of ECTMI to sell the LLC Interest and the LP Interest would be
materially impaired. (Enron Bankruptcy News, Issue No. 109;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORPORATION: Objects To Oregon & Washington Mega Claims
-------------------------------------------------------------
On October 14 and 24, 2003, the State of Washington filed Claim
Nos. 24390 and 24547 to amend its Claim No. 18502.  The
Washington Claims allege that the Enron Corporation Debtors
engaged in "improper use of market power, market manipulation and
misrepresentations concerning its power trading services, among
other practices," and that those actions violated the Washington
Consumer Protection Act, the state Criminal Profiteering Act and
various federal statutes.  The Washington Claims seek the maximum
civil penalty allowed equal to $75,000,000 and an additional
$170,000,000 as alleged "restitution, damages and disgorgement of
profits."

On October 17, 2003, the State of Oregon filed Claim No. 24387,
amending Claim No. 12949 it filed on October 14, 2003.  Like the
Washington Claims, the Oregon Claim alleges improper and illegal
manipulation of the energy markets, including improper use of
market power, market manipulation and misrepresentation
concerning the Debtors' power trading services.  The Oregon Claim
alleges "over 1,346 incidents of unlawful conduct" including
violations of the Oregon statutes regarding antitrust and
racketeering activity.  The Oregon Claim seeks civil penalties
amounting to $366,500,000.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
relates that the Federal Energy Regulatory Commission has
exclusive jurisdiction over whether wholesale electricity prices
are "just and reasonable."  Similarly, under the filed rate
doctrine, once the FERC determines that a rate is just and
reasonable, the states or courts cannot authorize a departure
from that rate.  

Ms. Gray contends that Washington and Oregon cannot use the
bankruptcy proceeding to seek protection that is preempted by the
FERC.  Furthermore, the FERC has determined that the price[s]
charged for power in the Pacific Northwest were just and
reasonable during the period from December 25, 2000 through
June 20, 2001, and that no prospective refunds would be ordered.  

Accordingly, the Debtors ask the Court to disallow and expunge
Washington's and Oregon's Claims.

To the extent that the State of Washington or the State of Oregon
has any ability to impose civil fines or penalties on the
Debtors, the fines or penalties are subordinate to other general
unsecured claims pursuant to Section 726(a)(4) of the Bankruptcy
Code.

Thus, in the alternative, the Debtors ask Judge Gonzalez to
reclassify and subordinate the Claims to all other general
unsecured claims with a higher priority and classification. (Enron
Bankruptcy News, Issue No. 109; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EXCALIBUR INDUSTRIES: Gives Update on Reorganization Plan
---------------------------------------------------------
Excalibur Industries Inc. (OTCBB:EXCB) announced its current
status with its reorganization program for the company. Although
its efforts for reorganization are ongoing, the company has taken
the following actions to date:

   1. The company's board of directors accepted the resignation of
      Directors William Stuart (former Chairman) and Donald Parr
      (former Director). The board elected Larry Shumate and Russ
      Clark to fulfill the balance of their terms. Mr. A. Earl
      Swift, a current board member, has been appointed by the
      board to serve as interim Chairman to fulfill the balance of
      Stuart's term.

   2. The board accepted the resignation of William Stuart, former
      President & CEO, pursuant to a separation and release
      agreement signed in April 2004. The board approved the
      appointment of Larry Shumate as President and CEO, and Russ
      Clark as Vice President and Chief Operating Officer. Matthew
      Flemming was reaffirmed by the board as the Chief Financial
      Officer of the company.

   3. The board ratified the Dec. 31, 2003 Chapter 7 bankruptcy
      filings in the Southern District Court of Texas for the
      Excalibur Aerospace Inc., Excalibur Steel Inc. and Excalibur
      Services Inc. subsidiaries. These three Tulsa-based
      subsidiary companies', whose operations were discontinued on
      Sept. 30, 2003, bankruptcy proceedings status is ongoing and
      no definitive timeline is given as to the conclusion of
      these proceedings.

   4. The board ratified the hiring of Malone and Bailey PLLC, of
      Houston, Texas, as its independent auditors for 2003. In
      addition, the board ratified the Audit Committee's selection
      of Malone and Bailey, PLLC as the Company's independent
      auditors for fiscal year 2004.

   5. In an effort to further reduce overhead expenses, the    
      company has moved its principal address to the Shumate
      operations at 12060 FM 3083, Conroe, Texas 77301. The
      company's phone number is now 936-539-9533 and its fax is
      936-539-9396.

   6. The board of directors approved a name change of the
      company to Shumate Industries Inc., subject to stockholders'
      approval.

Larry Shumate, President and CEO, stated, "The Shumate Machine
Works management team has replaced the former management of
Excalibur and assumed control of the Holding company as a part of
the ongoing restructuring program. With the anticipated conclusion
of the bankruptcy process for the Tulsa-based companies, Shumate
will be able to grow its business and leverage its good name in
its industry."

Chief Financial Officer Matthew Flemming stated, "Along with the
restructuring events that are ongoing with our lender and other
debt holders, the company is pleased with the reorganization
actions taken by the board of directors to date. While there can
be no assurances given, the management team looks forward to
continued and successful efforts to move the company to the next
level."

As reported in the company's latest quarterly report filed on form
10-QSB, revenues at Shumate Machine Works were up 54% for March
31st ending quarter as compared to the comparable quarter in 2003.
Significant cost cutting has been realized from the discontinued
operations of the Tulsa-based companies along with reductions in
general and administrative costs at Shumate Machine Works. The
company anticipates improved gross margins with improved pricing
as the oil field services industry activity levels rise from
higher commodity prices.

               About Excalibur Industries Inc.

Excalibur Industries serves the oil and gas field services market
through its Shumate Machine Works operating subsidiary. With its
roots going back more than 25 years, Shumate is a contract
machining and manufacturing company. Shumate manufactures
products, parts, components, assemblies and sub-assemblies for its
customers designed to their specifications. The Company's state-
of-the-art 3-D modeling software, computer numeric controlled
("CNC") machinery and manufacturing expertise are contracted by
its customers' research and development ("R&D"), engineering and
manufacturing departments to ensure optimization and timely
desired results for their products.

The diverse line of products Shumate manufactures includes
expandable tubular launchers and liner hangers for oil & gas field
service applications, blow-out preventers, top drive assemblies /
sub assemblies, directional drilling products, natural gas
measurement equipment, control & check valves used in upstream
segments and sub-sea control equipment used in energy field
service.

The Company employs about 35 people at its 23,000-square-foot
plant in Conroe, Texas, north of Houston.


FEDERAL FORGE: Secures Nod to Hire Plante & Moran as Accountants
----------------------------------------------------------------
Federal Forge, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Western District of Michigan to hire
Plante & Moran, PLLC as its accountants.

For several years prior to the Company's chapter 11 filing, the
Debtor employed Plante & Moran as its accountants for purposes of
preparing corporate and state tax returns and providing general
business consulting.

The Court gives the Debtor authority to continue Plante & Moran's
employment as accountant to perform the Accounting Services.

Douglas D. Rober, a partner in Plante & Moran reports that the
Firm will bill the Debtor at its current hourly rates:

         Designation                 Billing Rate
         -----------                 ------------
         Partners                    $225 to $375 per hour
         Associates                  $150 to $265 per hour
         Staff                       $90 to $175 per hour
         Admin/Paraprofessionals     $70 to $90 per hour

Headquartered in Lansing, Michigan, Federal Forge, Inc.
-- http://www.durgam.com/-- is a supplier specializing in  
nonsymetrical forgings.  The Company filed for chapter 11
protection on February 19, 2004 (Bankr. Mich. Case No. 04-01738).  
Lawrence A. Lichtman, Esq., at Carson Fischer, PLC represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $10 million.


FLEMING COS: Asks Court to Approve Put Agreement With Sankaty
-------------------------------------------------------------
Christopher J. Lhulier, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub, PC, in Wilmington, Delaware, explains that, in
order to emerge from Chapter 11, the Fleming Companies, Inc.
Debtors may require additional amounts above their proposed exit
facility to be used to provide cash collateral for letters of
credit for Core-Mark Newco, or funding other cash requirements of
Newco at Closing and thereafter as required.  The Debtors have
discussed with Sankaty Advisors, LLC, the provision of these funds
in the form of a put option to purchase up to $70 million in
second-lien secured notes of Newco under the terms of a Put
Agreement for Tranche B Notes.

The key terms of the Put Agreement are:

       (a) Amount.  Core-Mark Newco will have the right, on and
           after the Closing Date, to put to Sankaty up to
           $70,000,000 in original principal amount of Tranche B
           Notes, subject to certain limitations as set forth in
           the Put Agreement.  The Put Right is conditioned on:

              (i) the approval of the Put Agreement by June 4,
                  2004;

             (ii) the confirmation of the Plan;

            (iii) the consummation of the Plan on or before
                  October 31, 2004; and

             (iv) the closing of an exit financing facility with
                  GE Capital Corporation substantially on the
                  same terms as outlined in the GECC May 2004
                  letter agreement.

       (b) Put Consideration.  In consideration for granting the
           Put Right, the Debtors agree to pay to Sankaty,
           upon the Effective Date of the Plan, $1,750,000
           as the Put Consideration.  In the event that the
           Tranche B Notes are issued on the Effective Date, the
           Put Consideration may, at the Debtors' notion, be paid
           through the issuance of additional Tranche B Notes.

           If there is no Effective Date, the Debtors and the
           Official Committee of Unsecured Creditors acknowledge
           and agree that Sankaty's granting of the Put Right
           constitutes a "substantial contribution" in the
           Bankruptcy Cases within the meaning of Section 503 of
           the Bankruptcy Code, and has conferred and will confer
           a substantial benefit on the Debtors' bankruptcy
           estates.  Sankaty will be awarded a $1,750,000 allowed
           administrative expense claim without the need for
           further application or Court order.

       (c) Additional Put Consideration.  In certain instances,
           Sankaty may be entitled to Additional Put
           Consideration equal to 12% per annum of the total
           principal amount of Tranche B Notes which remain
           subject to the put to Sankaty.

       (d) Term. The Tranche B Notes will have an initial term
           of 5 years from the Closing Date.  The Tranche B Notes
           maturity will be no earlier than the maturity of the
           Exit Facility.

       (e) Collateral.  All obligations under the Tranche B Notes
           will be secured by second-priority security interests
           in and liens on substantially all present and future
           assets of Core-Mark Newco, including accounts
           receivable, general intangibles, inventory, equipment,
           furniture, fixtures and real property, and products
           and proceeds.  The collateral package will be the
           same as that securing Core-Mark Newco's senior secured
           exit facility.  Sankaty's collateral will not include
           any assets of the Post-Confirmation Trust or the
           Reclamation Creditors' Trust.

       (f) Interest.  The Tranche B Notes will bear interest at
           a per annum rate equal to LIBOR plus 12% on all
           outstanding principal amounts, payable in monthly
           arrears.

       (g) On the Closing Date, Sankaty will be granted warrants
           for 2.0% of the fully diluted equity of Core-Mark
           Newco, taking into account all warrants, options,
           convertible securities and rights to acquire the
           warrants that have been issued, granted or as to which
           a commitment for the warrants exists as of the Closing
           Date.  The Warrants will have a strike price
           consistent with the valuation of the common equity in
           connection with the confirmation of the Plan.

       (h) Expense Reimbursement.  The Debtors will be obligated
           to pay:

              (1) the reasonable and documented fees,
                  disbursements and charges of Sankaty's
                  counsel incurred in the negotiations and
                  documentation of the Put Agreement and Term
                  Sheet; and

              (2) the reasonable and documented out-of-pocket
                  expenses, incurred by Sankaty and its advisors
                  within 20 days of the date of demand.  The
                  Expense Reimbursement will be payable without
                  the need for further application or Court
                  order, regardless of whether the documentation
                  for the Tranche B Notes is executed and whether
                  any of the Tranche B Notes are put to Sankaty.

       (i) Indemnification.  The Debtors will indemnify and hold
           Sankaty harmless from and against any and all losses,
           claims, damages arising out of or in any way related
           to the Put Agreement, the Tranche B Notes Term Sheet,
           the proposed purchase of Tranche B Notes, the use of
           proceeds of the Tranche B Notes, or any related
           transaction or any claim, upon 20 days of demand for
           any legal or other expenses incurred in connection
           with any of these events.  However, this indemnity
           will not, as to any Indemnified Person, apply to
           losses, claims, damages, liabilities or related
           expenses to the extent they have resulted from the bad
           faith, willful misconduct or gross negligence of the
           Indemnified Person.  Notwithstanding any other
           provision of the Put Agreement, no Indemnified Person
           will be liable for any special, indirect,
           consequential or punitive damages in connection with
           its activities related to the proposed issuance of
           Tranche B Notes.  The indemnification will remain in
           full force regardless of whether the documentation for
           the Tranche B Notes is signed and delivered, and
           whether any Tranche B Notes are put to Sankaty.

In consideration of its commitment under the Tranche B Facility,
Sankaty requires the Debtors to seek and obtain approval of the
Put Agreement before the confirmation of the Plan.

Against this backdrop, the Debtors ask the Court to approve the
terms of the Put Agreement, the Put Consideration payable on the
Effective Date, and the Expense Reimbursement payable before plan
confirmation.  The Debtors also ask the Court to hold that the
Put Consideration is payable as an administrative expense claim
in the event their Chapter 11 Plan never takes effect.

The Official Committee of Unsecured Creditors supports the
request.  

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)


FORCE PROTECTION: Expects More Losses in the Future
---------------------------------------------------
Force Protection, formally Sonic Jet Performance, Inc. designs,
manufactures and markets mine protected vehicles.  The products
combine innovative designs with power, safety, handling and
stability to create vehicles designed to protect and save lives.
Force Protection, Inc. is a publicly traded company, which trades
on the Over-the-Counter Bulletin Board, (National Quotation
Service under the ticker symbol "FRCP.OB").

The Company has had losses since inception and expects losses to
continue in the future. It may never become profitable.

Force Protection has historically generated substantial losses,
which, if continued, could make it difficult to fund its
operations or successfully execute its business plan, and could
adversely affect its stock price. Force Protection experienced net
losses of $5,373,377 for  the year ended December 31, 2002, and
$5,321,623 for the twelve-month period ended December 31, 2003. It
has generated significant net losses in recent periods, and
experienced negative cash flows from operations in the amount of
$1,498,184 for the year ended December 31, 2002 and $4,371,480 for
the twelve-month period ended December 31, 2003. In recent years,
some of the losses were incurred as a result of investments in new
product development and marketing costs.  While the Company has
reduced its investments, management anticipates that the Company
will continue to generate net losses and may not be able to
achieve or sustain profitability on a quarterly or annual basis in
the future. In addition, because  large portions of its expenses
are fixed, the Company generally is unable to reduce expenses  
significantly in the short-term to compensate for any unexpected
delay or decrease in  anticipated revenues.  As a result, Force
Protection may continue to experience net losses,  which will make
it difficult to fund its operations  and achieve its business
plan, and could cause the market price of its common stock to
decline.


FOREST CITY: Sells Manhattan Town Center to MTC Development Group
-----------------------------------------------------------------
Forest City Enterprises, Inc. (NYSE:FCEA)(NYSE:FCEB) announced the
Company has sold its interest in Manhattan Town Center in
Manhattan, Kansas, to MTC Development Group, Inc. The transaction
is effective immediately.

Charles A. Ratner, president and chief executive officer of Forest
City Enterprises, said, "The sale of Manhattan Town Center is our
second retail-property divestiture in two weeks. Such decisions
enable us to maximize the profitability and value of the
properties in our portfolio, while pursuing the development of
additional high-impact projects in our core markets." Forest
City's core markets include high-growth urban areas such as New
York City, Boston, Denver, California and Washington, D.C.

Manhattan Town Center is a 392,000-square-foot, one-level enclosed
mall that includes anchor stores Dillard's, JCPenney and Sears, a
large food court, and more than 70 shops. Forest City opened the
northeast Kansas mall in 1987 and expanded it in 1990.

Ratner said, "Forest City is proud to have contributed to the
vibrancy of downtown Manhattan, Kansas, through the ownership and
management of this quality asset."

Last week, Forest City announced the sale of its membership
interest in the owner of Chapel Hill Mall and Chapel Hill Suburban
community center, both located in Akron, Ohio.

                     About the Company

Forest City Enterprises, Inc. (S&P, BB+ Corporate Credit Rating,
Stable) is a $5.9 billion NYSE-listed real estate company
headquartered in Cleveland, Ohio. The Company is principally
engaged in the ownership, development, acquisition and management
of commercial and residential real estate throughout the United
States. The Company's portfolio includes interests in retail
centers, apartment communities, office buildings and hotels in 20
states and the District of Columbia.


FORT HILL: Brown Rudnick Retained as Committee's Attorneys
----------------------------------------------------------
The Official Unsecured Creditors' Committee for Fort Hill Square
Associates' chapter 11 cases, asks the U.S. Bankruptcy Court for
the District of Massachusetts, Eastern Division, to approve its
application to employ Brown Rudnick Berlack Israels LLP as its
attorneys.

The Committee expects Brown Rudnick to:

   a. assist and advise the Committee in its discussions with
      the Debtors and other parties in interest regarding the
      overall administration of the Cases;

   b. represent the Committee at hearings to be held before this
      Court and communicate with the Committee regarding the
      matters heard and the issues raised as well as the
      decisions and considerations of this Court;

   c. assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

   d. review and analyze pleadings, orders, schedules and other
      documents filed and to be filed with this Court by
      interested parties in these cases;

   e. advise the Committee as to the necessity, propriety and
      impact of the foregoing upon the Cases; and consenting or
      objecting to pleadings or orders on behalf of the
      Committee, as appropriate;

   e. assist the Committee in preparing such applications,
      motions, memoranda, objections, oppositions, proposed
      orders and other pleadings as maybe required in support of
      positions taken by the Committee, including all trial
      preparation as may be necessary;

   f. confer with the professionals retained by the Debtors and
      other parties in interest, as well as with such other
      professionals as may be selected and employed by the
      Committee;

   g. coordinate the receipt and dissemination of information
      prepared by and received from the Debtors and the Debtors'
      professionals, as well as such information as may be
      received from professionals engaged by the Committee or
      other parties in interest in the Cases;

   h. participate in such examinations of the Debtors and other
      witnesses as may be necessary in order to analyze and
      determine, among other things, the Debtors' assets and
      financial condition, whether the Debtors have made any
      avoidable transfers of property, or whether causes of
      action exist on behalf of the Debtors' estates and
      creditors;

   i. negotiate and formulate a plan of reorganization for the
      Debtors or other restructuring or sales of the Debtors'
      businesses and/or assets; and

   j. assist the Committee generally in performing such other
      services as may be desirable in connection with or
      required for the discharge of the Committee's duties
      pursuant to section 1103 of the Bankruptcy Code.

The Committee believes that Brown Rudnick is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code.

It is anticipated that the primary attorneys who will represent
the Committee are:

            Professional          Billing Rate
            ------------          ------------    
            William R. Baldiga    $560 per hour
            John C. Elstad        $235 per hour

Other Brown Rudnick attorneys and paralegals will from time to
time provide legal services. The hourly rates for attorneys and
paralegals are currently:

            Designation           Billing Rate
            -----------           ------------
            Attorneys             $140 to $675 per hour
            Paralegals            $155 to $220 per hour

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: Hires Clooney & Anderson as Attorneys
------------------------------------------------------------
Fourth and Washington, LLC, sought and obtained approval from the
U.S. Bankruptcy Court for the Eastern District Of Missouri,
Eastern Division to employ Clooney & Anderson, as its attorneys in
its chapter 11 proceeding.

The Debtors submits that in order to perform its responsibilities
as required by the Bankruptcy Code and Rules in a Chapter 11 case
in trust for the benefit of the estate, the Debtor requires the
advise and services of counsel.

At the time Debtor's Chapter 11 case was commenced, a firm not
related or associated in any way with the firm of Clooney &
Anderson represented it. The attorney has subsequently withdrawn
as counsel for Debtor and Debtor now desires to retain Clooney &
Anderson as its attorneys in this case.

The firm will bill the Debtor its current professional rate of
$200 per hour. Timothy R. Anderson, Esq., and Donald H. Clooney,
Esq., at Clooney & Anderson are "disinterested persons" within the
meaning of that term as used in Section 327(a) and defined at
Section 101(14).

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).  When the
Company filed for protection from its creditors, it listed
$16,000,000 in total assets and $12,500,000 in total debts.


GEXA ENERGY: Hires Dave Holeman as Chief Financial Officer
-----------------------------------------------------------
Gexa Corp., a Houston, Texas-based retail electricity provider
doing business as Gexa Energy, announced that Dave Holeman,
formerly CFO of Houston Cellular Telephone Company, has been named
as chief financial officer of the Company.

Mr. Holeman has over 17 years of financial experience in the
telecommunication, healthcare and public accounting industries.
Most recently, Mr. Holeman was with Houston Cellular for 7 years
serving the last 3 years as CFO. Mr. Holeman is a Certified Public
Accountant and has a BBA degree in accounting from Abilene
Christian University.

Neil M. Leibman, chairman and CEO, said, "We are very excited to
have Dave Holeman join our team as his hire is a key step in
executing our action plan. Mr Holeman will also lead the search
for additional hires for our finance team. His financial
leadership will be vital to Gexa as we continue to grow the
company with a fundamentally strong organizational base."

                     About Gexa Energy

Gexa Energy is a Texas-based retail electric provider which
entered the market as deregulation began on January 1, 2002. The
Company offers residential and all size commercial customers in
the Texas restructured retail energy market competitive prices,
pricing choices, and improved customer-friendly service.

                Liquidity and Capital Resources

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

"Since inception, the Company has financed its business operations
and growth through a combination of private equity placements,
revolving credit lines, payment terms from suppliers, and term
loan debt.

"During the three months ended March 31, 2004, the Company raised
$671,016 via private placement of 167,254 shares of Company common
stock at $4 per share. These funds were designated to be used to
support the Company's continued operational expansion.

"Depending on the growth of its customer base, the Company may
need to obtain financing to meet its expected cash collateralized
letter of credit obligations for summer 2004 electricity purchases
under the TXU PM agreement. Our ability to borrow additional funds
is limited.  The consent of both TXU PM and The Catalyst Fund Ltd.
would be required.  TXU currently holds a first lien on all of our
assets and The Catalyst Fund Ltd. holds a second lien on all of
our assets.  We are currently negotiating to refinance our debt
owed to The Catalyst Fund Ltd., and anticipate that any lender
that finances us will require a second lien on all of our assets.  
In addition, our limited resources may make it difficult to borrow
additional funds.  Any additional debt financing obtained by us
will subject us to the risks normally associated with such
financing, including the risk of losing valuable property or
assets in the event we are unable to service such debt.

"Because our ability to borrow is limited, we may also be required
to raise additional capital through equity financing. Any such
equity financing may be made at a price below the market price of
our common stock. To the extent that additional shares of common
stock are issued, our shareholders would experience dilution,
which may be substantial, of their respective ownership interests
in the Company.  Furthermore, the issuance of a substantial number
of shares of common stock may adversely affect prevailing market
prices for the common stock and could impair our ability to raise
additional capital through the further sale of equity securities."


GLOBAL CROSSING: Secures Telecom Service License In Hong Kong
-------------------------------------------------------------
Global Crossing (NASDAQ: GLBCE) announced that it has been granted
a license to provide telecommunications services in Hong Kong.  On
May 13th, 2004, Hong Kong's Office of Telecommunications
Authority granted the Public Non-Exclusive Telecommunications
Service License (PNETS) to Global Crossing Hong Kong Limited to
provide international value-added network services.

The new license will enable Global Crossing to provide on-
net services to carrier and business customers throughout Hong
Kong, including Managed ATM, Frame Relay, IP and IP VPN services,
along with advanced IP applications, such as Voice over Internet
Protocol (VoIP), IP Video, and other services.  Delivering these
capabilities over state-of-the-art routing and switching
equipment in the Hong Kong area will reduce latency, increase
resiliency and enhance flexibility for customers that require
connectivity around Hong Kong or Asia and the rest of the world.

"This is another big step towards enhancing Global Crossing's
network in Hong Kong and throughout Asia," said Anthony Christie,
chief marketing officer of Global Crossing. "As we continue to
expand our service and support capabilities in this region, we are
poised to gain share in this high-growth, dynamic marketplace."

Global Crossing is in the process of commissioning data
communications equipment and establishing collocation facilities
at the I-Mega building in Hong Kong, enabling it to offer faster
provisioning of services and improved security while fully
monitoring and maintaining quality of service.  Global Crossing
also plans to deploy similar capabilities in Tokyo, with
Singapore and Sydney to follow.  In parallel, Global Crossing has
activated an on-net, IP-based data services capability to ensure
the continuity of its global MPLS-based IP offering,
complementing its seamless North American, Latin American and
European facilities-based core network service areas.

Asia is one of the highest growth markets in the world for
telecommunications services. According to analyst research firm
Frost and Sullivan, the Asia Pacific market for Internet virtual
private networks (VPN) is expected to reach US$5.15 billion in
2009, up more than 200 percent from 2003.  Frost and Sullivan
said the market should grow 25.7 percent to more than US$2
billion this year from US$1.687 billion in 2003.

Global Crossing has a reliable, resilient MPLS-based IP network,
which provides connectivity to more than 500 cities in more than
50 countries, and its IP network performance consistently operates
at 99.999 percent availability.  Global Crossing has created a
secure IP-ready ecosystem based on a single autonomous system for
global commerce, ideally suited to applications that enable
companies to seamlessly interact with customers, employees, and
partners worldwide.

As Global Crossing continues to enhance its service offering and
network capabilities in Asia over the coming months, it will make
further announcements to support its ongoing commitment in the
region.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GREENPOINT: S&P Takes Various Rating Actions on 3 Related Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services placed 11 ratings on three
GreenPoint-related manufactured housing loan-backed certificates
on CreditWatch with negative implications. Concurrently, Standard
& Poor's affirmed its ratings on five classes of certificates
issued out of two of the trusts, reflecting bond insurance
policies issued by MBIA Insurance Corp. ('AAA') and Ambac
Assurance Corp. ('AAA').

The CreditWatch placements reflect the adverse performance trends
displayed by the underlying pools of manufactured housing loan
contracts and dissipating credit enhancement, which is available
to support the rated classes.

Manufactured Housing Contract Trust Pass-Through Certificates
Series 2000-3 has continued to generate insufficient income
relative to monthly net losses, resulting in the partial write-
down of the class I-B-1 certificates to their current balance of
$7,095,007, from an original invested amount of $24,118,000.
Consequently, the subordination provided by this class to the more
senior I-A, I-M-1, and I-M-2 classes has continued to decline by
an average amount of $1.4 million each month, since the December
2003 distribution date.

Following 26 months of performance, the Madison Avenue
Manufactured Housing Contract Trust 2002-A transaction has
experienced higher-than-expected cumulative net losses at 8.4% of
the original pool balance. Additionally, the May distribution date
marked the first time that the overcollateralization amount
dropped below 6%, when taken as a percentage of the outstanding
pool balance. The transaction benefited from 6%
overcollateralization at issuance and was expected to grow as
excess spread was utilized to pay down the rated certificates.

The Lehman ABS Manufactured Housing Contract Trust 2002-A
transaction has experienced cumulative net losses at 2.31% of the
initial pool balance following 21 months of performance, nearly
double the cumulative net losses displayed in November 2003. As of
the May distribution date, 8% of the underlying pool of
manufactured housing loans consisted of contracts that were
delinquent for 30 or more days. Furthermore, over the last six
months, the rate at which overcollateralization has grown as a
percentage of the outstanding pool balance has slowed to less then
a tenth of that experienced in the prior 14 months.

All three trusts consist of manufactured housing loan contracts
that were originated and are being serviced by GreenPoint Credit
LLC a wholly owned subsidiary of GreenPoint Bank ('BBB'/Watch
Pos).

In order to resolve these CreditWatch actions within the next two
months, Standard & Poor's will complete a detailed analysis, under
various stress scenarios, to determine the amount of available
credit support relative to projected remaining losses for each of
the affected trusts.
     
              Ratings Placed on CreditWatch Negative
    
      Manufactured Housing Contract Trust Pass-Through    
                 Certificates Series 2000-3
    
                              Rating
               Class    To                From
               I A      BB/Watch Neg      BB
               I M-1    B-/Watch Neg      B-
               I M-2    CCC/Watch Neg     CCC
    
      Madison Avenue Manufactured Housing Contract Trust 2002-A
    
                              Rating
               Class    To                From
               M-1      AA-/Watch Neg     AA-
               M-2      A-/Watch Neg      A-
               B-1      BBB-/Watch Neg    BBB-
               B-2      B+/Watch Neg      B+
    
  Lehman ABS Manufactured Housing Contract Trust 2002-A Lehman ABS
      
                              Rating
               Class    To                From
               A        AAA/Watch Neg     AAA
               M-1      AA/Watch Neg      AA
               M-2      A/Watch Neg       A
               B-1      BBB/Watch Neg     BBB
     
                        Ratings Affirmed

      Manufactured Housing Contract Trust Series 2000-3
    
               Class    Rating
               II-A-1   AAA
               II-A-2   AAA
    
      Madison Avenue Manufactured Housing Contract Trust 2002-A
    
               Class   Rating
               A-1     AAA
               A-2     AAA
               A-IO    AAA


HAYES LEMMERZ: Greenberg Wants To Pursue Claims In New York Court
-----------------------------------------------------------------
On September 29, 2000, Neuberger Berman, LLC, on behalf of Lester
Greenberg and forty-seven other former shareholders of the Hayes
Lemmerz International, Inc. Debtors, entered into a stock purchase
transaction -- a Buy-Back transaction -- with the Debtors wherein
the Buy-Back Participants exchanged all of their shares of HLI
common stock for cash.  From that point onward, the Buy-Back
Participants had no further interest in the Debtors.

Under the Buy-Back, the Debtors repurchased from the Buy-Back
participants 318,000 shares of its common stock at $12.50 per
share for a total purchase price of $3,976,250.  This transaction
was undertaken pursuant to a publicly announced buy-back program
authorized by the HLI board in 2000.  On the date of the Buy-
Back, the Debtors' stock sold, in exchange trading, for between
$10.75 and $11.06 per share.  It is customary for a large block
of stock, like the one purchased by the Debtors, to sell for a
premium over the stock market price.  The Buy-Back undertaken was
in all respects an arm's-length transaction.

In late 2001, the Debtors announced that they would restate their
consolidated financial statements as of, and for the fiscal years
ended January 31, 2001 and 2000, and related quarterly periods,
and for the fiscal quarter ended April 30, 2001.

At the time of the Buy-Back, there was no conceivable question
about whether the transaction could be considered a fraudulent
conveyance.  The price of the transaction was at a freely
negotiated market price, and the Debtors were unquestionably
solvent.  In fact, financial statements issued by the Debtors
during that time demonstrated the existence of a financially
healthy company with substantially more assets than liabilities.

On December 5, 2001, 14 months after the Buy-Back, the Debtors as
well as several of its foreign and domestic subsidiaries filed
voluntary petitions under Chapter 11 of the Bankruptcy Code.
However, no notice was given to Mr. Greenberg or any of the other
Buy-Back Participants of the bankruptcy.  Nor was any notice
given to these individuals of the bar date.

The Debtors' proposed reorganization plan provided for the
establishment of the HLI Trust, which was created by a Trust
Agreement dated March 18, 2003.  The HLI Trust was created for
the primary purpose of litigating Trust claims and making
appropriate distributions.  The HLI Trust is vested with the
power and authority to prosecute all necessary suits including
the prosecution of fraudulent transfer claims.

The Debtors and its constituent creditors knew that they would
assert fraudulent conveyance claims at least as early as
March 18, 2003.  Similarly, no notice or mailing of any kind was
served on Mr. Greenberg or the other Buy-Back Participants in
connection with either the disclosure statement or the
confirmation hearing.

On May 12, 2003, the Court confirmed the Debtors' Reorganization
Plan.  The Confirmation Order purports to permanently bar all
parties who have had or might have claims against the Debtors
from:

   (a) commencing or continuing any claim or proceeding against
       the reorganized entity or the HLI Trust which they
       possessed or may possess before the effective date;

   (b) asserting a set-off, right of subrogation or recoupment of
       any kind against any debt, liability or obligation due to
       the Debtors; and

   (c) asserting any claims or causes of action that are
       satisfied, released or discharged under the confirmation
       plan.

The Confirmation Order also discharges the Debtors from claims
and causes of action, whether known or unknown, and rights
against the Debtors or any of their assets or properties,
regardless of whether any property will have been distributed
pursuant to the plan on account of the claims.

Brendan Linehan Shannon, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, points out that
Mr. Greenberg, along with the other Buy-Back Participants, were
never served with any notice of any kind about any aspect of the
Debtors' bankruptcy proceedings.  They received neither actual
notice of the bankruptcy filing, nor notice of the bar date, nor
notice of the plan confirmation.  Thus, the Buy-Back Participants
were deprived of the opportunity to participate meaningfully in
the confirmation process, and perhaps protect their interests by
negotiating over, or objecting to, certain plan provisions.

On August 20, 2003, the HLI Trust issued a subpoena for the
production of documents and testimony from Neuberger.  The HLI
Trust also asked for the names of the former shareholders whose
stock the Debtors purchased in connection with their buy-back
program, including the Buy-Back Participants.

On December 5, 2003, Avidity Partners, LLC, as trustee, brought
an action in the U.S. District Court for the Southern District of
New York on behalf of the HLI Trust, naming Mr. Greenberg and the
forty-seven additional Buy-Back Participants as defendants in the
action.

In the state court action, the HLI Trust alleges that the Buy-
Back was a fraudulent conveyance under state law and the HLI
Trust now seeks to recover the $3,976,250 that the Buy-Back
Participants collectively received in exchange for their shares
of HLI stock.  The HLI Trust asserts that HLI was insolvent or
rendered insolvent by the Buy-Back.

In response to the litigation commenced by Avidity Partners, Mr.
Greenberg, on behalf of himself and as representative of the Buy-
Back Participants, asks the Court to:

   (a) declare that his and the Buy-Back Participants' claims
       against the Debtors have not been discharged; and

   (b) authorize the pursuit of those claims in the District
       Court for the Southern District of New York.

Mr. Shannon argues that at the time of the transaction, HLI
common stock was publicly traded and the Debtors' financial
statements indicated that the company was financially sound.  If
the Debtors were indeed insolvent at the time of the transaction,
as the HLI Trust is now contending, it defrauded the Buy-Back
Participants, through either intentional or negligent
misrepresentations in its financial statements, into believing
otherwise.

The real issue, Mr. Shannon explains, is whether HLI can be
permitted to obtain the protection of a discharge for its
negligent or fraudulent conduct under its confirmed Chapter 11
plan when it failed to provide the Buy-Back Participants with
notice of the bankruptcy proceedings and willfully refrained from
giving notice of the HLI claims against the Buy-Back Participants
that the Debtors knew, or at the very least could reasonably
predict, would provoke counterclaims by them.  

The Buy-Back Participants' claims did not come into existence
until the HLI Trust sued them more than six months after the
Debtors had secured their discharge from any pre-confirmation
claims.  Moreover, the Buy-Back Participants had no reason to
believe that they would be the targets of a fraudulent conveyance
action or that they would have counterclaims prior to the HLI
Plan Confirmation insofar as they participated in the Buy-Back
under the reasonable impression that the Debtors were financially
secure, and were never thereafter notified of any issue in that
regard.

Moreover, were it not for the Debtors' fraudulent or negligent
misrepresentations and omissions, the Buy-Back Participants would
not have participated in the Buy-Back transaction, as the
transactions could have been undertaken through the stock
exchanges without risk of subsequent fraudulent conveyance
claims.  If the HLI Trust is successful in pressing its claims
that the money transferred pursuant to the Buy-Back was a
fraudulent conveyance, then Mr. Greenberg should be entitled to
recover from the Debtors, who were responsible, through their
misrepresentations, for Mr. Greenberg's participation in the Buy-
Back.

Rather than simply asserting his claims in the pending lawsuit
brought by the HLI Trust, Mr. Greenberg, in an exercise of
caution and with a desire to have the Court itself interpret its
own litigation injunction and the applicability of the releases
approved under the plan, seek the Court's permission to file an
answer and complaint, which asserts claims of indemnification,
fraud, and negligent misrepresentation against the Debtors, as
well as the Debtors' former officers Ranko Cucuz and William D.
Shovers, in the court where the HLI Trust's action is pending.
(Hayes Lemmerz Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HIGH VOLTAGE: Brings-In Bingham McCutchen as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, gave its stamp of approval to Voltage
Engineering Corporation and its debtor-affiliates' request to
retain Bingham McCutchen LLP as its special counsel.

The Debtors relate that since 1985, Bingham McCutchen has acted as
their primary outside counsel in connection with a variety of
matters. As a result of this long-term relationship, Bingham
McCutchen is familiar with the Debtors' businesses and the various
legal services to be rendered.

Bingham McCutchen will continue to render corporate, employment,
intellectual property, commercial and litigation legal services to
the Debtors.

Bingham McCutchen's current hourly rates range as:

         Designation               Billing Rate
         -----------               ------------
         Partners                  $400 - $750 per hour
         Of Counsel                $345 - $595 per hour
         Associates                $210 - $460 per hour
         Legal Assistants          $90 - $285 per hour

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corp., designs and manufactures technology-based
products in three segments: power conversion technology and
automation, advanced surface analysis instruments and services,
and monitoring instrumentation and control systems for heavy
machinery and vehicles.  The Company filed for chapter 11
protection on March 1, 2004 (Bankr. Mass. Case No. 04-11586).
Christian T. Haugsby, Esq., and Douglas B. Rosner, Esq., at
Goulston and Storrs, PC represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed estimated debts and assets of more than
$100 million.


JEUNIQUE INT'L: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jeunique International Inc.
        19501 East Walnut Drive
        City of Industry, California 91748

Bankruptcy Case No.: 04-22300

Type of Business: The Debtor is a Direct Selling Company that is
                  financially sound, privately held,
                  manufacturing and marketing company.
                  See http://www.jeunique.com/

Chapter 11 Petition Date: June 1, 2004

Court: Central District of California (Los Angeles)

Judge: Maureen Tighe

Debtor's Counsel: Mark S. Horoupian, Esq.
                  Sulmeyer Kupetz A P.C.
                  333 South Hope Street 35th Floor
                  Los Angeles, CA 90071
                  Tel: 213-626-2311

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Nobbs Family Trust            Promissory Notes;      $21,168,965
19501 E. Walnut Drive         Due on demand;
City of Industry, CA 97148    Accrued interest and
                              Accrued Rents

Hacienda Holdings             Promissory Notes;       $4,950,887
19501 E. Walnut Dr.           Due on demand;
City of Industry, CA 97148    Accrued interest

Nutritional Search            Promissory Notes;         $686,931
Foundation                    Due on demand;
19501 E. Walnut Dr.           Accrued interest
City of Industry, CA 91748

Mulford J. Nobbs              Promissory Notes;         $532,322
19501 E. Walnut Dr.           Due on demand;
City of Industry, CA 97148    Accrued interest;
                              Accrued Expenses;
                              Accrued Rents

Norma Galazin                 Commission                $470,541
c/o Michael Gaffney
Beard T. Clair
Gaffney McNamara Galder
2105 Coronada St.
Idaho Falls, ID 83404

Vestal L. Nobbs               Promissory Notes;         $422,234
19501 E. Walnut Dr.           Due on demand;
City of Industry, CA 97148    Accrued interest

Millbank Property Fund        Judgement rendered in     $253,850
Limited                       UK for leased
Case No. HC02C01656           property in England
80 Strand London              Jeunique Int'l is
WC2R ORL UK                   Guarantor of lease

County of Dallas              Texas Personal            $236,759
City of Dallas                Property Taxes owed
                              by subsidiary

Sylvia Veronica Foreshew;     Judgement against         $124,932
Roger Francis Hope;           subsidiary
Gerson Richard Kesner;
Kewmond Consultancy Ltd.

Per Rostad                    Norway Bldg. Lease;       $105,047
                              2 Yr. Term

The Guanying Ltd. (BV)        Supply Distribution &     $100,000
                              License Fee
                              Agreement

First Insurance Funding Corp  Finance Insurance          $96,400
of CA                         Policies

Phyllis                       Accrued Commissions        $90,560
Kruckenberg                   2002 and 2003

AKE Marcusson                 Judgement Award            $87,069
                              Against Foreign
                              Subsidiary

Valensi, Rose & Magaram       Legal Services             $82,324

Beard St. Clair Gaffney       Judgement against          $68,000
                              Company merged into
                              debtor for legal fees

Baker Tilly                   Disputed Auditing          $64,078
                              Fees

Dale Kruckenberg              Accrued Interest           $39,218

Frederick Land & Cattle LLP   Lease of Building in       $38,000
                              Oklahoma, not debtor
                              obligation

Commonwealth of Pennsylvania  Corporate taxes            $29,886
                              1984-2002


MARRAFLO CONTRACTING: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Marraflo Contracting, Inc.
        c/o Ray Nieto
        226 West 25th Street
        New York, New York 10001

Bankruptcy Case No.: 04-13820

Type of Business: The Debtor operates a commercial cleaning
                  industry.

Chapter 11 Petition Date: June 2, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: 212-586-4050
                  Fax: 212-956-2164

Total Assets: $584,916

Total Debts:  $1,515,989

Debtor's 7 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
New York State                             $549,213
80-02 Kew Gardens Road
Kew Gardens, NY 11415
Attn: Mrs. Falcone Smith

Internal Revenue Service                   $493,426
1 Lefrak City Plaza
Corona, NY 11368
Attn: Mr. John Milora

Local 32 BJ                                $215,000

NYS Dept. of Labor                         $157,000

Ana Nieto                                  $100,000

Reliable Office Supplies                     $1,277

Verizon                                         $73


MEDIA 100: Optibase Completes $2.5 Million Asset Acquisition
------------------------------------------------------------
Optibase Ltd. (NASDAQ: OBAS), a leader in digital video encoding
and streaming solutions, announced that, following a favorable
judgment from the United States Bankruptcy Court for the District
of Massachusetts, it has completed the purchase of substantially
all of the assets of Media 100 Inc. (OTCBB: MDEA.PK),
for $2.5 million (less the amount of any funding advanced).

With the addition of Media 100's 844/X, Media 100 HD, Media 100 i
and other content design products to the Company's product
portfolio, Optibase now offers a broader selection of high quality
professional video products, from digital editing and compositing
to encoding and delivery.

Commenting on the transaction, Tom Wyler, Chairman and CEO of
Optibase said, "We are extremely excited to complete this asset
acquisition and add Media 100's products and technology to our
industry leading product family. For years, Optibase has been at
the forefront of digital video technology, continuously pushing
the envelope of video-based applications. The Media 100
acquisition will allow us to leverage our experience in digital
video to add editing and compositing solutions to our already wide
range of applications. In addition to expanding our product line
and adding new customers and channel partners, we are taking on
close to 40 highly skilled engineers as well as dedicated sales
and marketing professionals who we believe will play a key role in
Optibase's performance in the years to come."

                         About Optibase

Optibase, Ltd. (NASDAQ: OBAS) provides professional editing,
compositing, encoding, decoding, video server upload and streaming
solutions for telecom operators, service providers, broadcasters
and content creators. The company's platforms enable the creation,
broadband streaming and playback of high quality digital video.
Optibase's breadth of product offerings are used in applications,
such as: video over DSL/Fiber networks, post production for the
broadcast and cables industries, archiving; high-end surveillance,
distance learning; and business television. Headquartered in
Israel, Optibase operates through its fully owned subsidiary in
Mountain View, California and offices in Europe, Japan and China.
Optibase products are marketed in over 40 countries through a
combination of direct sales, independent distributors, system
integrators and OEM partners. For further information, please
visit http://www.optibase.com/


MICROFINANCIAL: Senior Debt Balance Down to $26.1 Mil. at June 1
----------------------------------------------------------------
MicroFinancial Incorporated (NYSE-MFI) announced that the company
continues to reduce its outstanding debt obligations. As of
June 1, 2004 the outstanding debt balance has been reduced in
excess of the amounts required by the Company's long-term bank
agreement.

As of June 1, 2004, the senior credit facility debt balance was
$26.1 million, as compared to an expected $29.6 million for the
same period, as stated in the bank agreement. In addition, the
securitized debt obligation has been paid in full.

Richard Latour, President and Chief Executive Officer stated, "We
continue to surpass our required repayments and other financial
expectations of our bank agreement. This includes surpassing our
lender's target debt balance by approximately $3.5 million through
June 1, 2004 and reducing our total interest bearing debt year to
date by over $32 million."

                   About Microfinancial

MicroFinancial Inc. (NYSE: MFI), headquartered in Woburn, MA, is a
financial intermediary specializing in leasing and financing for
products in the $500 to $10,000 range. The company has been in
operation since 1986.

                   Company Liquidity

In its Form 10-K for the fiscal year ended December 31, 2003 filed
with the Securities and Exchange Commission, MicroFinancial Inc.
reports:

"MicroFinancial incurred net losses of $22.1 million and $15.7
million for the years ended December 31, 2002 and 2003,
respectively. The net losses incurred by the Company during the
third and fourth quarters of 2002 caused the Company to be in
default of certain debt covenants in its credit facility and
securitization agreements. In addition, as of September 30, 2002,
the Company's credit facility failed to renew and consequently,
the Company was forced to suspend new origination activity as of
October 11, 2002. On April 14, 2003, the Company entered into a
long-term agreement with its lenders. This long-term agreement
waives the covenant defaults as of December 31, 2002, and in
consideration for this waiver, requires the outstanding balance of
the loan to be repaid over a term of 22 months beginning in April
2003 at an interest rate of prime plus 2.0%. The Company received
a waiver, which was set to expire on April 15, 2003, for the
covenant violations in connection with the securitization
agreement. Subsequently, the Company received a permanent waiver
of the covenant defaults and the securitization agreement was
amended so that going forward, the covenants are the same as those
contained in the long-term agreement entered into on April 14,
2003, for the senior credit facility. To date, the Company has
fulfilled all of its debt obligations, as agreed to by the
bank group, in a timely manner.

"MicroFinancial has taken certain steps in an effort to improve
its financial position. Management continues to actively consider
various financing, restructuring and strategic alternatives as
well as continuing to work closely with the Company's lenders to
ensure continued compliance with the terms of the long term
agreement. In addition, Management has taken steps to reduce
overhead and align its infrastructure with current business
conditions, including a reduction in headcount from 380 at
December 31, 2001 to 136 at December 31, 2003. The failure or
inability of MicroFinancial to successfully carry out these plans
could ultimately have a material adverse effect on the Company's
financial position and its ability to meet its obligations when
due. The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty."


NATHANIEL SAINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nathaniel Saine Construction Company, Inc.
        7612 Colonel Glenn Road
        Little Rock, Arkansas 72204

Bankruptcy Case No.: 04-16344

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

Chapter 11 Petition Date: May 28, 2004

Court: Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtor's Counsel: Andrew L. Clark, Esq.
                  Clark & Byarlay
                  120 South Cross Street
                  Little Rock, AR 72201
                  Tel: 501-376-0550
                  Fax: 501-376-7447

Total Assets: $312,165

Total Debts:  $1,416,616

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Taxes or debt to a        $139,000
                              Government

Little Rock Winwater Works    Utility bills             $100,000
                              Disputed

Metropolitan Nat'l Bank       Purchase Money             $84,941
                              Security

CIT Group                     Purchase Money             $66,655
                              Security

American Express Business     Purchase Money             $58,085
                              Security

Hertz Equipment Rental        Equipment Rental           $54,529

CIT Group                     Purchase Money             $50,519
                              Security

Arvest Bank Little Rock-      Mortgage                   $49,750
Quapaw

H&E Equipment Svcs., LLC      Equipment Rental           $49,140

Hanson Pipe & Products Inc.   Unsecured Creditor         $45,617

CIT Group                     Purchase Money             $41,236
                              Security

American Express Business     Purchase Money             $35,793
                              Security

Ford Motor Credit             Purchase Money             $35,394
                              Security

Scurlock Industries           Unsecured Creditor         $34,099

Dehaven Group                 Unsecured Creditor         $30,000

Region's Bank - Little Rock   Purchase Money             $24,886
                              Security

Ark Dept. of Finance & Admin  Taxes or debt to a         $24,750
                              Government

Instrument & Supply Inc.      Unsecured Creditor         $24,532

ITT Industries                Unsecured Creditor         $22,352

Razorback Concrete Co.        Unsecured Creditor         $20,830


NATIONAL CENTURY: NPF XII Subcommittee Wants To Hire Kegler Brown
-----------------------------------------------------------------
The Official Subcommittee of Noteholders of NPF XII, Inc., seeks
the Court's authority to retain Kegler Brown Hill & Ritter as
their substitute local counsel in the National Century Financial
Enterprises, Inc. Debtors' cases.

Robert J. Moore, Esq., at Milbank, Tweed, Hadley & McCloy, in Los
Angeles, California, tells the Court that as the Subcommittee's
substitute local counsel, Kegler Brown will:

   (a) serve as local counsel in Columbus in connection to and as
       a supplemental compliment to the representation of the
       Subcommittee by Milbank Tweed;

   (b) represent the Subcommittee at all hearings and other
       proceedings;

   (c) assist the Subcommittee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Subcommittee's interests and objectives;

   (d) advise the Subcommittee with respect to its rights,
       powers, and duties in these cases;

   (e) assist and advise, in consultations with Debtors and the
       Official Committee of Unsecured Creditors, relative to the
       administration of these cases;

   (f) assist the Subcommittee in analyzing the claims of the
       Debtors' creditors and in negotiating with the creditors;

   (g) assist with the investigation of the Debtors' acts,
       conduct, assets, liabilities, financial condition and the
       operation of the Debtors' businesses;

   (h) assist in the analysis of, and negotiations with, the
       Debtors, the Official Committee of Unsecured Creditors or
       any third party concerning matters related to the terms of
       a plan or plans of reorganization for the Debtors;

   (i) assist and advise with respect to communications with the
       general creditor body regarding significant matters in
       these cases;

   (j) review and analyze all applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Subcommittee as to their propriety; and

   (k) perform other legal services as may be required and are
       deemed to be in the interests of the Subcommittee in
       accordance with the Subcommittee's powers and duties as
       set forth in the Bankruptcy Code.

The Subcommittee believes that Kegler Brown possesses the
requisite knowledge and expertise in the areas of law relevant to
these cases, and that it is well qualified to represent the
Subcommittee as local counsel.

Larry J. McClatchey, a partner at Kegler Brown, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, and as required by Section 327.

Kegler Brown's current hourly rates range from:

                  Partners           $225 - 350
                  Counsel             180 - 350
                  Associates          130 - 200
                  Paralegals           85 - 130

Kegler Brown's attorneys and paralegals who will primarily be
representing the Subcommittee and their hourly rates are:

                  Larry J. McClatchey      $285
                  Kenneth R. Cookson        255
                  Jeffrey D. Porter         180
                  Robin Hayes               110

Kenneth R. Cookson, another partner at Kegler Brown, will
supervise work on this matter.  Mr. Cookson will undertake to be
certain that all services performed on the Subcommittee's behalf
are rendered by lawyers and paralegals of Kegler Brown at hourly
rates and experience levels most appropriate and economical to
each service rendered.

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)


NATIONAL WASTE: Williams Mullen Serves as Committee's Counsel
-------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in National
Waste Services of Virginia, Inc.'s chapter 11 case, sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to retain Williams Mullen as its counsel.

Williams Mullen will:

   a) provide legal advice with respect to its powers and duties
      as an official committee appointed under section 1102 of
      the Bankruptcy Code;

   b) assist in the investigation of the acts, conduct, assets,
      liabilities, and financial condition of the Debtor, the
      operation of the Debtor's business, and any other matters
      relevant to the case or to the formulation of a plan of
      reorganization or liquidation;

   c) prepare on behalf of the Committee necessary applications,
      motions, complaints, answers, orders, agreements and other
      legal papers;

   d) review, analyze and respond to all pleadings filed by the
      Debtor and appearing in court to present necessary
      motions, applications and pleading and to otherwise
      protect the interests of the Committee; and

   e) perform all other legal services for the Committee which
      may be necessary and proper in these proceedings.

Williams Mullen's hourly rates range from

            Designation              Billing Rate
            -----------              ------------
            shareholders             $320 to $420 per hour
            associates               $185 to $245 per hour
            paralegals and
              paralegal assistants   $130 to $145 per hour

Headquartered in Little Creek, Delaware, National Waste Services
of Virginia, Inc. -- http://www.natwaste.com/-- collects,  
processes and disposes solid non-hazardous waste and recycling
materials.  The Company filed for chapter 11 protection on March
4, 2004 (Bankr. Del. Case No. 04-10709). Michael Gregory Wilson,
Esq., at Hunton & Williams represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $10
million each.


NETWORK INSTALLATION: Opens Phoenix, AZ Sales & Service Location
----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWIS) announced
that it has opened a new sales and service location in Phoenix,
AZ.

Network Installation CEO Michael Cummings stated, "By opening in
Phoenix, we are not only pursuing business in one of the highest
growth regions in the U.S., but we are consciously making our push
eastward as this expansion represents our second location outside
the state of California and sixth overall." He added, "Our goal is
to have seven revenue producing sales and service locations in
operation by July of this year, bidding contracts within their
respective markets."

Network Installation also announced the appointment of Tom Just as
Branch Sales Manager, Phoenix. Mr. Just brings with him over 15
years of technical sales experience in LAN/WAN Networking, VoIP
and other Telecommunications solutions.

              About Network Installation Corp.

Network Installation Corp. -- whose March 31, 2004 balance sheet
reflects a stockholders' deficit of $1,607,403 -- provides
communications solutions to the Fortune 1000, Government Agencies,
Municipalities, K-12 and Universities and Multiple Property
Owners. These solutions include the design, installation and
deployment of data, voice and video networks as well as wireless
networks and Wi-Fi. Through its wholly-owned subsidiary Del Mar
Systems International, Inc., the Company also provides integrated
telecom solutions including Voice over Internet Protocol (VoIP)
applications. Network Installation maintains offices in Irvine,
Los Angeles, Gold River and San Marcos, CA; Las Vegas, NV and
Phoenix, AZ. To find out more about the company, visit
http://www.networkinstallationcorp.net/


NORTEL NETWORKS: Provides Update on Status of Restatements
----------------------------------------------------------
Nortel Networks* Corporation [NYSE/TSX: NT] provided a status
update on its financial restatement process and other related
matters and additional information regarding its business
performance.

As indicated previously, the Company will provide regular updates
to the market as it is able to do so regarding the restatement
process and related matters and ongoing business performance. This
status update is being provided by the Company and Nortel Networks
Limited (NNL), the Company's principal operating subsidiary,
pursuant to the alternative information guidelines of the Ontario
Securities Commission (OSC). These guidelines contemplate that the
Company and NNL will normally provide bi-weekly updates on their
affairs until such time as they are current with their filing
obligations under Canadian securities laws.

"Today we are providing the status of our restatement process and
financial reporting," said Bill Owens, president and chief
executive officer, Nortel Networks. "We are making progress toward
completing the restatement of our financials, but this is a
complex process and there is significant work yet to be done. This
has been a very challenging time for the Company, our investors,
customers and employees. We will get through it in good shape.

At the same time, we are encouraged to be seeing good business
momentum and support from our customers with growing demand for
our next generation networking solutions. Over the coming weeks
and months, I will be focused on the business model that will make
this Company successful including revenue growth, cash flow and
financial accountability. As we work through the issues, I am
encouraged by the business traction we are seeing." Independent
Review, Status of Restatements and Revisions to Financial Results
As previously announced, the independent review being undertaken
by the Nortel Networks Audit Committee is continuing and is
focused on management's practices regarding accruals and
provisions. This review also includes the second half of 2003 in
accordance with the extended assignment announced on April 28,
2004. The Company continues the work to restate the financial
results reported in each of its quarters of 2003 and for earlier
periods including 2002 and 2001 as announced previously. The
detailed review is now underway with respect to the third and
fourth quarters of 2003. The process to complete the full year
2003 and interim 2004 financial statements and the restated
financial statements requires significant time due to the volume
and complexity of the work involved, including the review and
confirmation of supporting documentation and circumstances for
thousands of accounting entries in ledgers and sub-ledgers across
geographic regions over a number of years. The Company's Audit
Committee initiated and is directing the independent review and is
striving to have the work completed as soon as practical but it
must allow for thoroughness and accuracy. The Audit Committee is
committed to addressing any and all problems this review
identifies.

Following completion of the independent review, the Company will
work to complete its full year 2003 and interim 2004 financial
statements and the restated financial statements and to facilitate
the completion of the related audits of full year results as soon
as practicable. In light of the work yet to be done to complete
the independent review and financial statements (including the
audit of the annual financial statements by the Company's
independent auditors, Deloitte & Touche LLP), the Company and NNL
will not be in a position to file the relevant financial
statements in the second quarter of 2004. The Company is also not
in a position to provide an anticipated filing date as this date
is dependent upon the timing of the completion and results of the
independent review. To assist in completing the restatements as
quickly as possible, the Company has been working with Ernst &
Young LLP which has been providing certain advisory services and
additional accounting resources in support of management's
restatement activities. In addition, the Company has also
initiated work with other outside consultants to undertake a
review and assessment of the Company's finance organization and
processes as well as its financial systems. These consultations
are intended to review and strengthen the Company's internal
processes and controls.

Based on the Company's work to date, including the work done since
the update provided on April 28, 2004 related to the planned
restatements, and subject to the limitations described below, the
principal impacts of the restatements and revisions identified to
date to the Company's results continue to reflect:

    * A reduction of approximately 50 percent in previously
      announced net earnings for 2003; these amounts will largely
      be reported in prior periods, resulting in a reduction in
      previously reported net losses for such periods including
      2002 and 2001;

    * A reported net loss for the first half of 2003 compared to
      the previously announced net earnings for that period; the
      net income reductions are expected to substantially impact
      the Company's continuing operations rather than discontinued
      operations in the first half of 2003;

    * No material impact to prior period revenues; and

    * No material impact to the Company's cash balance as at
      December 31, 2003.

As previously indicated, the Company's work to date with respect
to the planned restatements and revisions and the expected impacts
mentioned above are subject to a number of important limitations,
including:

    * Expectations as to the impacts continue to be partial and
      preliminary;

    * The ongoing work of the Nortel Networks Audit Committee
      independent review;

    * The significant work to be done by the Company, including
      with respect to the detailed review of the second half of
      2003, accounting documentation and reporting systems issues
      and the impact of accounting for certain matters, including
      foreign exchange;

    * The previously disclosed material weaknesses in the
      Company's internal controls over financial reporting; and

    * The audit of the Nortel Networks financial statements by the
      Company's independent auditors.

In addition, until the Company finalizes its financial statements
for the year 2003, subsequent events or information will result in
adjustments to certain estimates used in the preparation of the
Company's year end and/or quarter end financial statements. At
this time, the Company cannot estimate the impact of any such
adjustments on its results of operations or financial position.
Please note that the preliminary and partial estimates of the
impacts of the restatements provided above have not been the
subject of a review or audit engagement by Nortel Networks
independent auditors, Deloitte & Touche LLP. Update on Q1 2004
Financial Results Due to the ongoing independent review and impact
of subsequent events adjustments, the Company is not in a position
at this time to provide any information regarding first quarter
2004 financial results beyond the previously announced preliminary
unaudited cash balance of approximately US$3.6 billion as at March
31, 2004. Business Developments The Company continues to see good
business momentum reflecting continued customer support for its
strong portfolio of next generation network solutions. Highlights
of some recent announcements include:

    * Continued success in the cable multiple system operator
      (MSO) market segments with Voice Over IP (VoIP) wins
      announced with Charter Communications (USA), Telenet
      (Belgium) and VTR (Chile);

    * Advances in 3G wireless solutions - selected as national 3G
      provider to Pelephone in Israel for CDMA 2000 1X EV-DO
      equipment and implemented UMTS-based 3G services with Orange
      for the Cannes International Film Festival;

    * Gains with service provider voice over packet solutions with
      a contract win with Bell South;

    * Helping enterprises leverage next generation networking
      solutions to transform their business including working with
      the FedEx Institute of Technology to support the State of
      Tennessee's "Workforce of the Future" program and upgrading
      the China State Tax System in Beijing; and

    * Launching the Multiservice Provider Edge, a new IP edge
      networking solution that will set new standards in IP
      networking reliability for service provider networks.

Bill Kerr, chief financial officer, Nortel Networks, commented,
"Our market momentum continues. Our strong cash position,
solutions portfolio and market position stand the Company in good
stead as we work to complete the financial statements. As we
continue to drive our market success going forward, we will focus
on improving efficiency in our business operations and on earnings
growth and cash flow." The Company continues to expect that the
percentage growth in the overall capital spending by our customers
will be in the low single digits in 2004 compared to 2003 and
expects to grow its revenues faster than the market. Nortel
Networks Limited The financial results of NNL are consolidated
into the Company's results. NNL's financial statements for the
applicable periods will also be restated upon the related
restatements of the Company's financial statements. NNL's
preferred shares are publicly traded in Canada.

       Update on Certain Potential Impacts Debt Securities

As previously announced, as a result of the delay in the filing of
the 2003 Form 10-K beyond March 30, 2004, the Company and NNL are
not in compliance with their obligations to deliver to relevant
parties their filings with the United States Securities and
Exchange Commission under their public debt indentures.
Approximately US$1.8 billion of notes of NNL (or its subsidiaries)
and US$1.8 billion of convertible debt securities of the Company
are outstanding under the indentures. The delay does not result in
an automatic event of default and acceleration of the long-term
debt of the Company or NNL. If the holders of at least 25 percent
of the outstanding principal amount of any relevant series of debt
securities provide notice of such non-compliance to the Company or
NNL, as applicable, and the Company or NNL, as applicable, fails
to file and deliver the relevant 2003 Form 10-K within 90 days
after such notice is provided, then the trustee under the
indenture or such holders will have the right to accelerate the
maturity of the relevant series of debt securities. While such
notice could have been given at any time after March 30, 2004, to
date neither the Company nor NNL has received any such notice. In
addition, if the required percentage of holders under one series
of debt securities were to give such a notice and, after the 90-
day cure period expired, were to accelerate the maturity of such
debt securities, then the principal amount of each other series of
debt securities could, upon 10 days notice, be accelerated without
the lapse of an additional 90-day cure period. Similar issues
arise under the public debt indentures in relation to the failure
by the Company and NNL to deliver to relevant parties their
respective Quarterly Reports on Form 10-Q for the first quarter of
2004. Based upon inquiries made in connection with the Company's
April 28, 2004 press release, which inquiries have not been
updated, the Company believes that approximately 34 percent of the
outstanding principal amount of the US$150 million 7.875% notes
due June 2026 issued by a subsidiary of NNL and guaranteed by it
are held by a group of related holders. Other than with respect to
that series of debt securities, based on such inquiries, neither
the Company nor NNL is aware of any holder, or group of related
holders or parties, that holds at least 25 percent of the
outstanding principal amount of any relevant series of debt
securities. The Company also believes based on such inquiries that
approximately 23 percent of the outstanding principal amount of
the US$150 million 7.40% notes due June 2006 issued by NNL are
held by a single holder. If an acceleration of the Company's and
NNL's debt securities were to occur, the Company and NNL may be
unable to meet their respective payment obligations with respect
to the related indebtedness. In such case, the Company and NNL
would seek alternative financing sources to satisfy such
obligations. At present, neither the Company nor NNL has any
agreements or understandings in place with respect to any such
financing.

EDC Support Facility As previously announced on May 28, 2004, NNL
has obtained a new waiver from Export Development Canada (EDC) of
certain defaults under the EDC performance-related support
facility related to the delay by NNL in meeting its filing
obligations with the SEC and planned restatements. The prior
waiver obtained on March 29, 2004 was scheduled to expire on
May 29, 2004. The new waiver will remain in effect until the
earliest of certain events, including:

    * The date on which both NNL and the Company have filed their
      respective 2003 Forms 10-K and First Quarter 2004 Forms 10-Q
      with the SEC;

    * August 30, 2004; or

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

During the waiver period, the new waiver maintains the existing
uncommitted support available under the EDC support facility and
reclassifies the previously committed portion of the EDC support
facility as uncommitted support. The EDC support facility provides
up to US$750 million in support of which, prior to the new waiver,
US$300 million was for committed support and, as of May 28, 2004,
approximately $105 million of such committed support was unused.
As of May 28, 2004, there was approximately US$328 million of
outstanding support utilized under the EDC support facility. There
can be no assurance that EDC will provide any additional support
under the uncommitted EDC support facility. Notwithstanding the
new waiver, the Company and NNL are providing no assurance that
they will file their respective 2003 Forms 10-K and First Quarter
2004 Forms 10-Q within the waiver period or, if they fail to do
so, that NNL would receive any further waivers or any extensions
of the waiver beyond its scheduled expiry date.

If the new waiver were terminated or expired prior to the filing
of such 2003 Forms 10-K and First Quarter 2004 Forms 10-Q, EDC
would have the right at such time to require NNL to cash
collateralize the support outstanding under the EDC facility and
to exercise its rights against the collateral under NNL's related
security agreements. Other Matters Directorships As previously
announced, on April 29, 2004, the Board of Directors of each of
the Company and NNL appointed Dr. rer. pol. Manfred Bischoff to
serve as a director of each respective company. In addition, Dr.
Bischoff was also appointed on that date to serve as a member of
the respective Audit Committee of each of the Company and NNL and
the Pension Fund Policy Committee of NNL. As previously announced,
on May 26, 2004, the Board of Directors of each of the Company and
NNL appointed the Hon. John Manley to serve as a director of each
respective company. On May 21, 2004, each of the Company and NNL
received the resignation of Frank Dunn as a director of each
respective company. OSC Management Cease Trade Order On May 31,
2004, the OSC issued a final order prohibiting certain directors,
senior officers and certain current and former employees of the
Company and NNL from trading in the securities of the Company and
NNL, which finalized the temporary order issued on May 17, 2004.
This final order will remain in effect until two full business
days following the receipt by the OSC of all filings required to
be made by the Company and NNL pursuant to Ontario securities
laws.

Securities commissions in certain other provinces have issued, or
will shortly issue, similar final orders with respect to certain
insiders of the Company and NNL who are residents in those
jurisdictions. Annual Shareholders' Meeting The Company intends to
make an application to the Ontario Superior Court of Justice for
an order extending the time for calling the Company's 2004 Annual
Shareholders' Meeting past the statutory deadline of June 30,
2004. The postponement is being sought because Canadian law
requires that the Company's 2003 audited financial statements be
placed before the shareholders at the Annual Shareholders'
Meeting. Status of Regulatory and Criminal Investigations As
previously announced, the SEC and the OSC have commenced
investigations in connection with the Company's previous
restatement of its financial results and the Company's
announcements in March 2004. As announced on May 14, 2004, Nortel
Networks received a Federal Grand Jury Subpoena for the production
of certain documents sought in connection with an ongoing criminal
investigation being conducted by the U.S.

Attorney's Office for the Northern District of Texas, Dallas
Division. Further, the Royal Canadian Mounted Police has advised
the Company that it is conducting a review of the Company's
accounting situation to determine the need for a criminal
investigation. Nortel Networks will continue to cooperate fully
with all authorities in connection with these investigations and
reviews. Status of Civil Proceedings Subsequent to the March 10,
2004 announcement in which Nortel Networks indicated it was likely
that it would need to revise its previously announced unaudited
results for the year ended December 31, 2003, and the results
reported in certain of its quarterly reports for 2003, and to
restate its previously filed financial results for one or more
earlier periods, 27 class action complaints have been filed
against Nortel Networks in the Southern District of New York and
one Employee Retirement Income Security Act (ERISA) class action
complaint has been filed against Nortel Networks in the Middle
District of Tennessee (Nashville). The 27 class action complaints
variously allege that, in connection with the comprehensive review
and analysis of Nortel Networks assets and liabilities, the
defendants made materially false and misleading statements in
violation of U.S. securities laws.

The named defendants in most of the actions also include Frank
Dunn, Douglas Beatty and Michael Gollogly. The ERISA class action
is brought on behalf of the Nortel Networks Long-Term Investment
Plan and the Plan participants and beneficiaries whose retirement
accounts held Nortel Networks common shares from at least December
23, 2003 through and including the date of the complaint. The
complaint alleges that these Plan participants and beneficiaries
suffered losses to their respective Plan retirement accounts due
to the defendants' breaches of fiduciary duty. The named
defendants are Nortel Networks, Frank Dunn and the Nortel Networks
board of directors (excluding newly appointed board members Dr.
rer. pol. Manfred Bischoff and the Hon. John Manley).

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


OREGON ARENA: Hires Cable Huston as Arbitration Attorneys
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave its nod
of approval to Oregon Arena Corporation's application to employ
Cable, Huston Benedict, Haagensen & Lloyd as its special counsel.

The Debtor reports that before the commencement of the bankruptcy
proceeding, it employed Cable Huston on certain litigation and
arbitration proceedings. At the time of filing, two arbitrations
were pending to collect amounts owing for executive suites and
preferred seat tickets.

On January 16, 2004, Cable Huston submitted a statement of to the
American Arbitration Association naming JBS Management Corp. and
Ted Spooner as respondents. The pending case seeks to collect
$218,271 from JBS Management Corp. and $188,705 from Ted Spooner
(plus interest, late fees & attorneys fees as provided in the
underlying contracts) for the balance owing under Executive Suite
License Agreements.

On February 25, 2004, Cable Huston submitted a statement of claim
to AAA naming Car Stereo City, Inc., Abrams Metals Co., Beverly
Howard, Jack Rhoden and Ronny Rhoden and Aurelius Holdings, Inc.
Each of the respondents signed a contract to purchase preferred
seats and failed to pay the license fees due on September 1, 2003.
The combined total amount requested in the prayer from all
respondents is approximately $84,453.60. The claim against Abrams
Metals Co. has been settled, and the claim against the remaining
respondents is in the early stages.

Additional claims may arise during the bankruptcy proceedings.
There are additional parties in default under license agreements
with the Debtor who were not named in the two arbitration
proceedings filed with AAA because of pending settlement
negotiations. The Debtor submits that the employment of Cable
Huston is needed to handle collection matters arising under the
license agreements for suites and preferred seats.

The current hourly rates for the individuals with primary
responsibility on the arbitration claims are:

      Name              Designation    Billing Rate
      ----              -----------    ------------
      G. Kevin Kiely    Partner        $250 per hour
      J. Stephen Werts  Partner        $250 per hour
      Laura J. Walker   Partner        $225 per hour
      Ken P. Dobson     Associate      $185 per hour
      William Lehman    Associate      $185 per hour
      Chad Stokes       Associate      $175 per hour
      Michele Bradley   Paralegal      $110 per hour
      Sarah Munro       Paralegal      $120 per hour

Headquartered in Portland, Oregon, Oregon Arena Corporation, owns
Portland's Rose Garden, one of the city's entertainment arenas and
home of the NBA's Portland Trail Blazers. The company filed for
chapter 11 protection on February 27, 2004 (Bankr. D. Oreg. Case
No. 04-31605).  Paul B. George, Esq., at Foster Pepper Tooze LLP
and R. Michael Farquhar, Esq., at Winstead Sechrest & Minick P.C.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed an
estimated assets of more than $10 million and estimated debts of
more than $100 million.


OTIS SPUNKMEYER: S&P Affirms B+ Corporate & Senior Credit Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured debt ratings on frozen and pre-baked
baked goods manufacturer Otis Spunkmeyer Inc. All ratings have
been removed from CreditWatch, where they were placed Oct. 1,
2003.

At the same time, Standard & Poor's assigned its 'B+' rating and a
recovery rating of '3' to Otis Spunkmeyer's proposed $170 million
senior secured credit facility. The facility is rated the same as
the corporate credit rating; this and the '3' recovery rating
reflect the expectation of a meaningful recovery of principal (50%
to 80%) in a default or bankruptcy scenario.

The outlook on San Leandro, California-based Otis Spunkmeyer is
negative. About $196.9 million in lease-adjusted total debt is
expected to be outstanding at closing.

Proceeds from the new credit facility will be used to refinance
the company's existing credit facility, which has about $91.8
million outstanding, and repay $48.8 million of subordinated debt
at the holding company. The rating on the proposed credit facility
is based on preliminary offering statements and is subject to
review upon final documentation.

"The ratings reflect Otis Spunkmeyer's high debt leverage,
weaker-than-expected credit measures following its leveraged
buyout by Code Hennessey & Simmons in 2002, and its narrow
business focus," said Standard & Poor's credit analyst Ronald
Neysmith. "Mitigating these rating concerns are the company's
improved operating performance in the last two quarters, its
leading market share in the frozen cookie dough segment,
strong brand recognition, and a solid niche distribution
infrastructure."

Otis Spunkmeyer manufactures frozen and pre-baked products for the
foods service and retail distribution channels. The company's
portfolio of premium-baked goods includes cookies, muffins,
Danishes, bagels, and brownies. The company holds a leading share
with a No. 1 position in the frozen cookie dough market and a No.
2 position in the branded pre-baked muffin category.

The company operates a direct-store-delivery system with four call
centers. Though it is high-cost, this infrastructure provides a
high level of customer interaction. Moreover, Otis Spunkmeyer's
strong brand and niche position in the frozen cookie dough and
frozen muffin market provide it with a platform to potentially
extend its distribution infrastructure into other bakery
categories, such as bagels, etc.

Standard & Poor's believes that the firm will be challenged, over
time, by larger and financially stronger players that dominate the
sweet baked goods market, including General Mills Inc.
(BBB+/Stable/--), George Weston Ltd. (A-/Stable/--), and Sara Lee
Corp. (A+/Stable/A-1), competition that could limit the firm's
growth opportunities.


OWENS CORNING: Kensington, et al., Want Francis McGovern Out
------------------------------------------------------------
Kensington International Limited, Springfield Associates, LLC,
and Angelo Gordon, being the holders of more than $500,000,000 in
aggregate principal amount of the Owens Corning Debtors'
indebtedness, ask the Court to disqualify and terminate the
appointment of Francis E. McGovern as Mediator.  They want Mr.
McGovern's appointment terminated because of:

   (1) his largely undisclosed connections to the asbestos
       plaintiff interests who are among the parties to his
       mediation efforts;

   (2) his failure to disclose these connections in accordance
       with the requirements of applicable law and his ethical
       obligations as a mediator; and

   (3) his violation of the mediator's duty of confidentiality
       that was imposed on him by the Local Rules of Bankruptcy
       Practice and Procedures of the United States Bankruptcy
       Court for the District of Delaware and the Court Order
       appointing him as mediator.

Isaac M. Pachulski, Esq., at Stutman, Treister & Glatt, in Los
Angeles, California, relates that Mr. McGovern played a central
role in the Owens Corning Chapter 11 cases, serving not only as
one of the five "advisors" appointed to advise Judge Wolin, but,
more importantly as a mediator appointed by the Court.  In his
role as "neutral" mediator, Mr. McGovern was subject to the same
strictures regarding impartiality that are imposed on federal
judges under Section 455(a) of the Judiciary Procedures and
pursuant to which the Third Circuit recently ordered Judge
Wolin's recusal.

Although an Advisor to Judge Wolin, Mr. McGovern did not feature
prominently in the original recusal motion.  Rather, that motion
was predicated on the fact that two of Judge Wolin's other
Advisors -- David Gross and Judson Hamlin -- each had a conflict
of interest as a result of Mr. Hamlin's participation as the
"Legal Representative of Present and Future Holders of Asbestos-
Related Demands" in another asbestos-related bankruptcy case, In
re G-I Holdings, Inc., and Mr. Gross' participation as Mr.
Hamlin's local counsel in G-I Holdings.

The discovery taken in connection with the recusal motions,
however, uncovered previously unknown and undisclosed information
about Mr. McGovern that was of sufficient import to evoke
specific mention by the Third Circuit, Mr. Pachulski points out.
The facts that first came to light in connection with the recent
proceedings before the Third Circuit, and that were the subject
of specific comment by the Third Circuit in its recent decision
recusing Judge Wolin, are sufficient to mandate Mr. McGovern's
termination and disqualification:

   * The relationship between the ostensibly "impartial" Mediator
     and Advisor, Mr. McGovern, and the Futures Representatives
     in Owens Corning and other bankruptcies, with whom Mr.
     McGovern "met on multiple occasions . . . in a wide range of
     asbestos-related cases, to develop common strategy with
     respect to pending asbestos legislation and to discuss
     common issues."  Mr. McGovern never disclosed his partisan
     activities on behalf of one of the parties to his mediation
     efforts -- the Futures Representative -- in any affidavit
     filed with the Court, despite the fact that these partisan
     activities with the Futures Representative began before Mr.
     McGovern was appointed as mediator.

   * The fact that Mr. McGovern as well as David Gross "allegedly
     breached their duties as mediators by disclosing to Judge
     Wolin substantive positions of the mediating parties" -- a
     serious breach of confidence that occurred at a critical
     inflection point in these cases.  These serious breaches are
     more than mere "allegations" -- Mr. McGovern's breach of
     confidence was corroborated by sworn testimony of one of
     Judge Wolin's Advisors, Mr. Gross, and the notes of a
     second, non-conflicted Advisor.  Even the dissent from the
     recusal decision had to concede that, "Petitioners have
     shown that McGovern and Gross may have breached their
     ethical duties as mediators. . . ."

   * Allegations of irregular conduct in connection with a
     crucial meeting among Mr. McGovern, the other Advisors and
     Judge Wolin that preceded by two days a critical status
     conference before Judge Wolin, at which he expressed
     disapproval of a plan of reorganization which contained a
     number of critical elements that the commercial creditors
     supported, but which the tort creditors strongly opposed,
     and was followed by the Debtors' submission of a brand new
     plan that was so favorable to the tort claimants that they
     became co-proponents.

Moreover, there are additional facts that establish a multitude
of ties between Mr. McGovern and the asbestos plaintiff interests
that were part of his mediation efforts, and a pattern of
irregular and questionable conduct that is wholly inconsistent
with a mediator's duties of disclosure and impartiality, Mr.
Pachulski adds.  Among other facts that have come to light are:

   * Mr. McGovern served as Trustee for the Fibreboard Asbestos
     Compensation Trust -- a trust established for asbestos tort
     creditors of Fibreboard, an Owens Corning subsidiary --
     which stands to benefit from a controversial and
     inadequately explained $140,000,000 shift of Owens Corning's
     assets to the Fibreboard Asbestos Compensation Trust under
     the Plan filed in Owens Corning's cases.  Joe Rice, a
     prominent asbestos plaintiffs' attorney who sits on the
     Asbestos Claims Committee, and other plaintiffs' attorneys,
     were responsible for Mr. McGovern's appointment to that
     position;

   * Mr. McGovern, in his role as a "facilitator" of Combustion
     Engineering's prepackaged Chapter 11 plan, was involved in
     negotiations that resulted in the payment by Combustion
     Engineering's parent of an unusual and controversial
     $20,000,000 fee to Mr. Rice;

   * Mr. McGovern participated with Mr. Rice and other
     plaintiffs' attorneys in a six-hour ex parte meeting with
     Judge Wolin on September 10, 2003, which took place at the
     time that the issue of substantive consolidation, which is
     one of the most important issues in Owens Corning's cases,
     was under submission before Judge Wolin.  The timing of the
     private meeting was particularly "propitious" for Mr. Rice
     for only five days later, Judge Wolin reversed a Court order
     that would have required Mr. Rice to disgorge the
     $20,000,000 fee that he received for arranging support for
     Combustion Engineering's Chapter 11 Plan.  This fee resulted
     from negotiations in which Mr. McGovern, who was also at
     that meeting, participated.  Mr. Pachulski clarifies that
     what exactly happened at this ex parte meeting is not known
     because Mr. McGovern "forgot" at his deposition, and the
     other participants could not be deposed.  The appearance
     created by this chronology, however, is unsettling enough.

Mr. Pachulski contends that these circumstances confirm that Mr.
McGovern already compromised his ability to function as a neutral
mediator in the Debtors' cases prior the Court's order
authorizing his appointment, based on connections that he failed
to disclose despite his obligation to do so.  As a result,
applicable law requires that the Court immediately disqualify
McGovern as mediator in the Debtors' cases and terminate his
appointment as mediator and the continued payment of his monthly
fee of $100,000.

"McGovern's removal cannot undo the harm that his misconduct as
mediator has already done to the plan process; but his removal is
required," Mr. Pachulski says.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).  
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
76; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: Solicits Bids For Units In Argentina & Uruguay
--------------------------------------------------------------
Parmalat SpA has asked investors interested in acquiring its
subsidiaries in Argentina and Uruguay to submit preliminary
offers.  According to the invitation published in several
international newspapers, potential candidates have until May 21,
2004 to express their interest and conduct due diligence.  
Interested buyers who submit preliminary bids will be allowed to
conduct additional due diligence and then make their final bids.  
Parmalat expects to close a deal in July 2004.

Basque Iparlat, Danish Arla Foods, New Zealand's Fonterra, and
Argentine private equities Southern Cross and Pegasus are
reported to be interested in the Argentine unit.

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)   


PARMALAT GROUP: BofA Reports Drop in Foreign Loan Net Charge-Offs
-----------------------------------------------------------------
In a May 7, 2004 filing with the Securities and Exchange
Commission, Neil A. Cotty, Chief Accounting Officer of Bank of
America Corporation, reported that the company's commercial-
foreign loan net charge-offs decreased by $14,000,000.  In the
three months ended March 31, 2004, foreign loan net charge-offs
total $106,000,000 compared to $120,000,000 in the same period in
2003.

The decrease was attributable to reductions in exposure to the
telecommunications and utilities sectors.  The largest
concentration of commercial-foreign loan net charge-offs in the
three months ended March 31, 2004, was Parmalat Finanziaria SpA
and its related entities.

"There has been a great deal of publicity and interest
surrounding Parmalat that warrants further explanation of our
current exposure to Parmalat," Mr. Cotty noted in the SEC filing.

At March 31, 2004, BofA reported a $120,000,000 credit exposure
related to Parmalat, of which $105,000,000 had credit support.  
This exposure included derivatives of $2,000,000 at March 31.  
Non-performing loans related to Parmalat were $118,000,000 at
March 31.

In the first quarter of 2004, BofA charged off $106,000,000 of
direct loans that did not have credit support and exercised its
contractual rights under the credit agreements to repay the
$18,000,000 in drawings under letters of credit.  In addition,
BofA marked down the value of its derivative exposure by
approximately $28,000,000.

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 NAT'L: A&M Unit Assumes Retention as Restructuring Managers
----------------------------------------------------------------
As previously reported, PG&E National Energy Group, Inc., and its
debtor-affiliates sought and obtained the Court's interim approval
to appoint Joseph A. Bondi and William H. Runge, III, both
managing directors of Alvarez and Marsal, Inc., as experienced
restructuring managers to assist in their reorganization.

In August 2003, the Court entered a final order authorizing NEG
to enter into an agreement with A&M, Inc., to provide for the
placement of the restructuring managers, nunc pro tunc to the
Petition Date.  The Final Retention Order addressed the
indemnification provisions in the Engagement Letter and approved
A&M, Inc.'s retention on modified terms with respect to the
indemnification provisions.  A&M, Inc., has continued to provide
NEG with personnel and services, up to and including the present.

A&M, Inc. underwent internal restructuring early this year.  As a
result, A&M, Inc.'s restructuring services, including the
provision of restructuring management, are now being provided by
its new subsidiary, Alvarez & Marsal, LLC, a limited liability
corporation.

All of A&M, Inc.'s employees who had previously been serving as
officers and directors of the NEG Debtors continue to serve in
their capacities as employees of A&M, LLC.  A&M, LLC, is also
continuing to provide restructuring management and restructuring
advisory services to all of A&M, Inc.'s clients on the same terms
as A&M, Inc., had provided immediately before the restructuring.

Against this backdrop, the NEG Debtors ask the Court to approve:

   * the transfer from A&M, Inc., to A&M, LLC, of the engagement
     to provide restructuring managers to act as officers and
     directors of the Debtors; and

   * the substitution of A&M, LLC, for A&M, Inc., in the
     Engagement Letter authorized by the Court, effective as of
     January 1, 2004.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, relates that under the engagement provided
by A&M, LLC, the same exact personnel as previously provided by
A&M, Inc., will continue to serve as the NEG Debtors' officers
and directors.  The personnel will continue to provide the same
services to the NEG Debtors on precisely the same basis, except
that now they will be providing these services through a limited
liability corporation rather than a corporation.

The internal restructuring does not result in A&M, LLC, holding
any interest adverse to the NEG Debtors, their creditors or other
parties-in-interest.  Additionally, A&M, LLC, continues to be
disinterested, as defined in Section 101(14) of the Bankruptcy
Code, Mr. Fletcher says.

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)    


PHILLIPS VAN: Will Present at Piper Jaffray's June 10 Conference
----------------------------------------------------------------
Phillips-Van Heusen Corporation (NYSE:PVH) announced that Company
management will appear at the Piper Jaffray Equity Conference on
Thursday, June 10, 2004 at 2:20 p.m. (ET) being held in New York
City.

The webcast will be live audio-only and a replay of the
presentation will be available 2 hours after the conference. Both
the live broadcast and the replay may be accessed by logging on to
http://www.pvh.com/and going to the News page.  

                   About the Company

Phillips-Van Heusen Corporation (S&P, BB Corporate Credit Rating)
is one of the world's largest apparel and footwear companies. It
owns and markets the Calvin Klein brand worldwide. It is the
world's largest shirt company and markets a variety of goods under
its own brands, Van Heusen, Calvin Klein, Izod, Bass and G.H. Bass
& Co., and its licensed brands Geoffrey Beene, Arrow, Kenneth Cole
New York, Reaction by Kenneth Cole and BCBG Max Azia.


POLYMER GROUP: Obtains New Senior Secured Bank Facility
-------------------------------------------------------
On April 27, 2004, Polymer Group, Inc. entered into a new senior
secured bank facility consisting of a $50 million revolving credit
facility maturing in 2009, a $300 million senior secured first-
lien term loan that matures in 2010 and a $125 million senior
secured second-lien term loan maturing in 2011.

The proceeds therefrom were used to fully repay indebtedness
outstanding under the Company's previous senior secured credit
facility and to pay related fees and expenses. The Company expects
to use the remainder of the proceeds for working capital needs.
The obligations under the credit agreement are guaranteed by
certain subsidiaries of the Company.

In conjunction with the refinancing, the Company's majority
shareholder, MatlinPatterson Global Opportunities Partners L.P.,
exchanged approximately $41 million in aggregate principal amount
of the Company's 10% Convertible Subordinated Notes due 2007
(together with accrued interest thereon) it controlled for 41,633
shares of the Company's 16% Series A Convertible Pay-in-kind
Preferred Stock. The dividends on the new preferred shares are
payable, at the option of the Company, by issuing additional
shares of preferred stock or paying such
dividends in cash.

                       *   *   *

As reported in the Troubled Company Reporter's April 8, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to North Charleston, South Carolina-based
Polymer Group Inc.

At the same time, Standard & Poor's assigned its 'B+' rating and
its recovery rating of '3' to both the company's proposed $50
million senior secured revolving credit facility due 2009 and $225
million senior secured first-lien term loan due 2010, based on
preliminary terms and conditions. The rating is the same as the
corporate credit rating; this and the '3' recovery rating indicate
the expectation of a meaningful (50% to 80%) recovery of principal
in the event of a default.

"The ratings on Polymer Group reflect the company's below-average
business position as a producer of nonwoven and oriented
polyolefin products and its still very aggressive financial
profile, including a highly leveraged balance sheet, following the
company's emergence from Chapter 11 bankruptcy protection during
early 2003," said Standard & Poor's credit analyst Franco
DiMartino. These factors are partially offset by the company's
solid market positions in niche markets, good geographic sales and
manufacturing diversity, and favorable long-term growth prospects
in certain end markets.


PRESIDENT CASINOS: Equity Deficit Widens to $52MM at February 29
----------------------------------------------------------------
President Casinos, Inc. (OTC:PREZQ) announced results of
operations for the fourth quarter and the fiscal year ended
February 29, 2004.

For the fourth quarter ended February 29, 2004, the Company
reported a net loss of $0.5 million, or $0.11 per share, compared
to a net loss of $2.9 million, or $0.57 per share, for the fourth
quarter ended February 28, 2003. Revenues for the fourth quarter
ended February 29, 2004 were $28.5 million, compared to revenues
of $29.3 million for the fourth quarter ended February 28, 2003.

Results for the fourth quarter ended February 29, 2004, included
an increase of approximately $0.2 million in operating income at
St. Louis and an increase of approximately $0.4 million at Biloxi.
The fourth quarter ended February 29, 2004 and February 28, 2003
included loss from discontinued operations of $0.1 million and
$1.5 million, respectively, related to the Company's former
leasing operations.

For the year ended February 29, 2004, President Casinos reported a
net loss of $2.7 million, or $0.54 per share, compared to a net
loss of $9.1 million, or $1.80 per share, for the year ended
February 28, 2003. Revenues for the year ended February 29, 2004
were $119.3 million, compared to revenues of $123.7 million for
the year ended February 28, 2003.

At February 29, 2004, President Casinos, Inc.'s balance sheet
shows a stockholders' deficit of $52,349,000 compared to a deficit
of $49,614,000 at February 28, 2003.

President Casinos, Inc. owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis,
Missouri, north of the Gateway Arch.


RCN CORP: Asks for Authority to Continue Cash Management System
---------------------------------------------------------------
The RCN Companies, consisting of RCN Corporation and its direct
and indirect subsidiaries, in the ordinary course of business,
maintain an integrated centralized cash management system to
collect, transfer, and disburse funds generated by their
operations.  Although the Debtors have limited operations and
intend to fund their operations primarily from their one stand-
alone Bank Account, each of the Debtors may utilize the Cash
Management System from time to time to receive, transfer and
disburse funds.  The Debtors' use of the Cash Management System,
however, is minimal as compared to the Non-Debtor Affiliates', as
the vast majority of financial transactions occur among Non-
Debtor Affiliates.

By this motion, the Debtors seek the Court's authority to allow
them to continue to participate in the Cash Management System
as needed to, among other things, fund their limited operations
and these Chapter 11 cases.

                    The Cash Management System

The Cash Management System provides for centralized reporting,
collection, disbursement of funds, and the administration of bank
accounts required to effect the collection, disbursement, and
movement of cash among the RCN Companies.

The Cash Management System performs three essential functions:

   (a) the collection and administration of the RCN Companies'
       revenues and deposits;

   (b) the payment of operating and other disbursements; and

   (c) the investment of the RCN Companies' cash pursuant to
       established investment policies.

                         Deposit Accounts

The RCN Companies' accounts receivable in the form of cash,
checks, credit card payments, and direct debits are collected
from customers and reciprocal compensation payees daily through
depository lockbox accounts located at various local banks.

As part of the Cash Management System, the Deposit Accounts
located at PNC Bank, N.A., are maintained as zero balance
accounts, meaning that on a daily basis, cleared funds on deposit
in the Deposit Accounts at PNC at the close of business are
automatically transferred to a disbursement master funding
account.  The Deposit Accounts that are not located at PNC are
maintained as minimum balance accounts, meaning that on a
regular, but not necessarily daily, basis, the majority of
cleared funds on deposit in the non-PNC Deposit Accounts are
manually transferred to the Disbursement Master Funding Account.

                      Disbursement Accounts

The RCN Companies maintain zero balance disbursement accounts for
the periodic payment of operating expenses and customer refunds.
The Disbursement Accounts have a zero balance account
relationship with the Disbursement Master Funding Account where
the RCN Companies advance funds daily.  Because the Disbursement
Accounts are zero balance accounts, excess funds, if any,
remaining at the close of a business day are moved back into the
Disbursement Master Funding Account.

              Disbursement Master Funding Account and
                       Concentration Account

Daily transfers from the Disbursement Master Funding Account,
which is linked to, and funded by, a concentration account, fund
daily disbursements from the Disbursement Accounts.  On a daily
basis, excess funds in the Deposit Accounts are drawn into the
Disbursement Master Funding Account and then transferred to the
Concentration Account.  If, however, additional funds are needed
in the Disbursement Accounts, then funds are drawn down from the
Concentration Account to the Disbursement Master Funding Account.

                       Restricted Accounts

In accordance with the terms of the Senior Credit Agreement,
RFM2, LLC, a Non-Debtor Affiliate, maintains two restricted cash
collateral accounts to which access is limited in accordance with
the Senior Credit Agreement and related credit documents.  Funds
in the Cash Collateral Accounts are currently invested per the
investment guidelines established under the Senior Credit
Agreement.  

           Existing Cash Management Should be Continued

According to RCN Chief Restructuring Officer Anthony Horvat, the
Cash Management System provides numerous benefits to the RCN
Companies, including the ability to:

   (a) control corporate funds;

   (b) invest idle cash;

   (c) ensure cash availability; and

   (d) reduce administrative expense by facilitating the movement
       of funds and the development of timely and accurate
       account balance and presentment information.

If the Debtors were not authorized to participate in the Cash
Management System, the limited operations of the Debtors, as well
as the administration of these Chapter 11 cases, would be
impaired.  Although the Debtors intend to rely primarily on their
own Bank Account to fund their operations, they may need to rely
from time to time on the receipt of funds from the Cash
Management System to conduct their limited operations.  Moreover,
the Non-Debtor Affiliates may also utilize the Cash Management
System to satisfy the Debtors' obligations, to the extent the
Non-Debtor Affiliates may also be liable for the liability, or if
the payment otherwise benefits the Non-Debtor Affiliates.
Accordingly, the Debtors submit that their continued
participation in the Cash Management System should be authorized.

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


REVLON CONSUMER: Refinancing Approximately $867 Million Debt
------------------------------------------------------------
Revlon Consumer Products Corporation is engaged in a refinancing
of approximately $867 million of its debt. The Refinancing
Transactions and the debt-for-equity exchange consummated by
Revlon, Inc., Revlon Consumer Products' parent company, on
March 25, 2004 would have reduced the Company's annual interest
expense by approximately $82.5 million for the year ended
December 31, 2003 on a pro forma basis.  The Refinancing
Transactions will also extend the maturities of a significant
amount of the Company's debt which would otherwise be due in 2005
and 2006. The Refinancing Transactions consist of the following
elements:

   -- the issuance of approximately $400 million aggregate
      principal amount of senior unsecured debt;

   -- the Company's entry into a new amended and restated credit
      agreement that it expects will be for an aggregate of
      approximately $680 million, of which approximately
      $530 million is currently expected to be a term loan
      facility, with the balance being a multi-currency revolving
      credit facility that the Company expects will be undrawn at
      closing;

      -- the repayment in full of amounts outstanding under its
         existing credit agreement; and

      -- the purchase or redemption, as the case may be, of all
         the outstanding $363 million, $116.2 million and $75.5
         million aggregate principal amounts of its 12% Senior
         Secured Notes due 2005, 8 1/8% Senior Notes due 2006 and
         9% Senior Notes due 2006, respectively.

Revlon Consumer Products estimates that its fees and expenses
payable in connection with the Refinancing Transactions and
Exchange Transactions will be approximately $40 million.

                       *   *   *

As reported in the Troubled Company Reporter's May 19, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B-'
corporate credit rating on cosmetics manufacturer Revlon Consumer
Products Corp. At the same time, Revlon's outlook was revised to
developing from positive. The company has approximately
$1.1 billion of debt outstanding.

The rating on New York, New York-based Revlon reflects its
participation in the highly competitive mass-market cosmetics
industry, its high leverage, and an inconsistent operating
history. These risks are mitigated somewhat by the company's
leading position in the sector and its recent operating
performance improvement. Revlon faces two significantly larger
competitors with leading market positions, L'Oreal (Maybelline)
and Procter & Gamble Co. (Cover Girl, Max Factor).


RURAL/METRO: Stockholders to Meet on June 11 in Scottsdale, Ariz.
-----------------------------------------------------------------
The Annual Meeting of Stockholders of Rural/Metro Corporation, a
Delaware corporation, will be held at the Company's corporate
headquarters at 8401 East Indian School Road, Scottsdale, Arizona,
on Friday, June 11, 2004 at 3:00 p.m., local time, for the
following purposes:   

   1. To elect two (2) directors to serve for three-year terms or
      until their successors are elected;  

   2. To consider and act upon a proposal to amend the Company's
      Certificate of Incorporation to increase the authorized
      number of shares of its common stock from 23,000,000 to
      40,000,000; and
  
   3. To transact such other business as may properly come before
      the meeting or adjournment(s) thereof.

Only stockholders of record at the close of business on April 14,
2004 are entitled to notice of, and to vote at, the meeting.    

                     About Rural/Metro

Rural/Metro Corporation -- whose March 31, 2004 balance sheet
shows a stockholders' deficit of about $209 million -- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 24 states and more than
400 communities throughout the United States. For more
information, visit the company's web site at
http://www.ruralmetro.com/


RUSSELL CORP: S&P Cuts Corporate Credit Rating to BB from BB+
-------------------------------------------------------------
Standard & Poor June 2

Standard & Poor's Ratings Services lowered its corporate credit
rating on athletic apparel manufacturer Russell Corp. to 'BB' from
'BB+'. At the same time, the senior unsecured debt rating was
lowered to 'BB-' from 'BB'. The unsecured debt is rated one notch
below the corporate credit rating, reflecting its junior position
in the capital structure relative to the secured bank debt. The
outlook is stable. Total debt outstanding was about $335 million
at April 4, 2004.

The ratings downgrade follows Standard & Poor's review of Russell
Corp., reflects the company's weakened financial measures for
fiscal 2003, and incorporates the uncertainty as to when credit
measures will recover. The company, in furthering its goal of
becoming an athletic and activewear company, has completed three
acquisitions in a relatively short period. These transactions
represent a more aggressive financial policy with related
integration risk. Although Russell's revenues for fiscal 2003  
increased by 1.9% due to unit volume gains, operating margins
declined by 300 basis points as a result of a very competitive
pricing environment within Russell's Artwear and mass retail
channels, excess industry capacity within Artwear, higher
raw material costs, and the weak economy. Standard & Poor's
expects these trends to persist throughout 2004. Furthermore,
Russell continues to face intense competition in the athletic
market, at times from much larger and financially stronger
players, such as NIKE Inc. and Reebok International Ltd.

The ratings on Atlanta, Georgia-based Russell reflect the
company's participation in the highly competitive and volatile
apparel industry, a narrow product focus, and some commodity-like
products within the company's portfolio. Somewhat mitigating these
factors is the company's well-known brand name, its strong market
position, and its moderate financial profile.


SAFETY-KLEEN: Putnam Asks Court To Partially Vacate Default Ruling
------------------------------------------------------------------
Putnam High Yield Municipal Trust and Putnam Tax-Free High Yield
Fund, through Francis A. Monaco, Jr., Esq., at Monzack & Monaco PA
in Wilmington, Delaware, asks Judge Walsh to amend his order
disallowing the Putnam claims by default, and disallow and expunge
only those portions of the Putnam claims that are for payment of
principal and interest.  Putnam also asks the Court to reinstate
that portion of those claims that are for damages, and, if
necessary, grant a new hearing on the SKC Creditor Trust's
objection to the claims.

Putnam HYMT is the former beneficial holder of $4,000,000 in
principal amount of Tooele County, Utah Pollution Control
Refunding Revenue Bonds (Laidlaw Environmental Services, Inc.)
1997 Series A.  These bonds were issued under an Indenture of
Trust dated July 1, 1997, between Tooele County, Utah, as Issuer,
and U.S. Bank, N.A., as indenture trustee.

Putnam HYMT timely filed a $4,000,000 claim on account of the
bonds, plus interest and premium, if any, and for damages under
state and federal law relating to Safety-Kleen Corporation's acts
and omissions that unlawfully affected the price of the bonds.

Putnam TFHYF is the former beneficial holder of $5,000,000 in
principal amount of California Pollution Control Financing
Authority Pollution Control Refunding Revenue Bonds (Laidlaw
Environmental Services, Inc.) 1997 Series A, issued under an
Indenture also dated July 1, 1997, between the California
Pollution Control Financing Authority, as Issuer, and U.S. Bank.  
Putnam TFHYF is also the former beneficial holder of $5,500,000 in
principal amount of Tooele County Bonds.  Putnam TFHYF timely
filed a $10,500,000 claim on account of the bonds, plus interest
and premium, and for damages on the same theory.

The Debtors objected to the allowance of the Putnam claims,
seeking to disallow and expunge the claims "as redundant of and
subsumed by" certain claims filed by the indenture trustees.  
Putnam argued that the objection was without merit.  The Debtors
assumed the Putnam claims were comprised solely of unpaid amounts
due with respect to the bonds.  However, the Putnam Claims
encompassed claims for damages that are in addition to and wholly
separate from claims for principal, interest, and any other
amounts due under the indentures.

Nonetheless, the Court disallowed and expunged the Putnam Claims
-- but only to the extent that they were for a liquidated amount
of unpaid principal and interest.

Notwithstanding the Court's ruling on the merits of the Debtors'
Objection, the Trustee objected to the allowance of the Putnam
Claims again on the ground that the claims were "duplicative and
cumulative" of claims by the indenture trustees.  

Putnam was unaware that the Trustee's Objection repeated its
previous objection and that the Court had already ruled.

The Court signed an Order granting the Trustee's Objection by
default, and the Order did not distinguish between the duplicative
portions of the Putnam Claims and those portions which are not
duplicative. (Safety-Kleen Bankruptcy News, Issue No. 78;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SEITEL INC: Files Amended Form 10-Q With SEC
--------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIEQ; Toronto: OSL), announced
that it has filed an amended Form 10-Q for its first fiscal
quarter of 2004 with the Securities and Exchange Commission.

Effective on March 30, 2004, the bankruptcy court allowed the
amount of Berkshire Hathaway, Inc.'s claims in respect of its
senior unsecured notes, which previously had been recorded by
Seitel at a value of $255 million principal amount, plus accrued
interest. Under AICPA Statement of Position No. 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy
Code", which has been followed by Seitel since the commencement of
its chapter 11 cases, once a debt claim is formally allowed by the
bankruptcy court, any theretofore existing deferred issue costs in
respect of such debt is required to be adjusted to the extent
necessary to report the debt at the allowed claim amount. At the
time the senior unsecured notes were established as an allowed
claim, Seitel had $1.0 million of deferred issue costs recorded on
its balance sheet and characterized as prepaid expenses. Such
amount should have been expensed in the quarter ended March 31,
2004 as a non-cash reorganization charge as opposed to being
expensed on the effective date of the Plan.  Additionally, certain
pre-petition liabilities totaling $426,000 is disputed by Seitel
and, in accordance with SOP 90-7, it is not probable that such
pre-petition liabilities will result in allowed claims. Therefore,
such liabilities should have been correspondingly reduced as of
March 31, 2004. The previously reported first quarter 2004 results
have been revised to reflect the accelerated amortization of the
remaining $1.0 million deferred issue costs and the reduction in
liabilities subject to compromise of $426,000. Such adjustments
are reflected in reorganization items in the consolidated
statement of income. These revisions did not affect Seitel's
previously reported income from operations, cash position or cash
flows from operations.

                      About Seitel

Seitel is a leading provider of seismic data and related
geophysical services to the oil and gas industry in North America.
Our products and services are used by oil and gas companies to
assist in the exploration for and development and management of
oil and gas reserves. We have ownership in an extensive library of
proprietary onshore and offshore seismic data that we have
accumulated since 1982 and that we offer for license to a wide
range of oil and gas companies. We believe that our library of
onshore seismic data is one of the largest available for licensing
in the United States and Canada. Our seismic data library includes
both onshore and offshore three-dimensional (3D) and two-
dimensional (2D) data and offshore multi-component data. We have
ownership in approximately 32,000 square miles of 3D and
approximately 1.1 million linear miles of 2D seismic data
concentrated primarily in the major North American oil and gas
producing regions. We market our seismic data to over 1,300
customers in the oil and gas industry, and we have license
arrangements with in excess of 1,000 customers.


SILVERLEAF: Exchange Offer Effective Date is Monday, June 7
-----------------------------------------------------------
Silverleaf Resorts, Inc. (OTC:SVLF) announced the results of its
offer to exchange relating to its 6% senior subordinated notes due
2007.

The expiration date for the exchange offer was 5:00 p.m., New York
City Time, June 2, 2004. The Company announced that prior to the
expiration of the offer it received tenders of $24,671,000 in
principal amount of its 6% notes, representing approximately
86.67% of the aggregate principal amount of its 6% notes
outstanding. The minimum set by the Company to consummate the
exchange offer was 80% in principal amount of its 6% notes
outstanding.

The effective date of the exchange offer will be Monday, June 7,
2004, at which time the Company will issue $24,671,000 of its 8%
senior subordinated notes due 2010 in exchange for the 6% notes
tendered. The Company will also pay an additional interest payment
to the holders who tendered their 6% notes for exchange.

Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns
and operates 12 timeshare resorts in various stages of
development. Silverleaf Resorts offer a wide array of country
club-like amenities, such as golf, swimming, horseback riding,
boating, and many organized activities for children and adults.
Silverleaf has an ownership base of over 110,000.

                     *   *   *

As reported in the Troubled Company Reporter's March 15, 2004
edition, Silverleaf Resorts, Inc. announced that one of the
Company's senior lenders agreed to amend a secured receivables
facility to extend the maturity date to February 28, 2006 and to
convert the facility to a term loan. The Company previously
announced in December 2003 that it would be necessary to either
amend or replace this senior loan facility in order to avoid a
payment default when it matured in August 2004. The current
balance on the facility is approximately $16 million.


SOLUTIA INC: Partee Wants Contract Decision by June 25
------------------------------------------------------
Partee Associates, LLC, doing business as Property Assessment
Review, is in the business of handling appeals of real and
personal property taxes assessed against its customers, generally
in exchange for a percentage of the tax savings realized by the
customer.

Partee and Solutia, Inc., are parties to these agreements
regarding real and personal property taxes owed by Solutia:

   (1) Agreement, dated June 11, 2003, regarding real and
       personal property taxes owed by Solutia with respect to
       575 Maryville Center Drive and 2381 enterline Drive, each
        in St. Louis, Missouri, for the tax year 2003;

   (2) Agreement, dated May 9, 2003, regarding real and personal
       property taxes owed by Solutia for the tax year 2003 with
       respect to 1700 S. 2nd Street, St. Louis, Missouri; and

   (3) Agreement, dated June 12, 2001, regarding real property
       taxes owed by Solutia for the tax year 2001, with respect
       to Solutia Headquarters (Maryville Centre), St. Louis,
       Missouri.

Mark Frimmel, Esq., at Kurzman Karelsen & Frank, LLP, in New
York, reports the status for each Contract:

   (a) For Contract 1, Partee obtained a $1,978,140 reduction in  
       the assessed value of 575 Maryville Center Drive, which,
       at a 7.4157% tax rate, yielded a $146,693 tax savings,
       entitling Partee to a $36,673 fee -- 25% of $146,693 --
       but appeals of value and tax ratio continue before the
       State Tax Commission;

   (b) For Contract 2, the appeal of the value and ratio on City
       of St. Louis 2003 real estate taxes for the Queeny Plant
       is pending before the State Tax Commission; and

   (c) For Contract 3, the appeal of the 2001 real estate taxes  
       relating to Solutia's Headquarters and St. Louis County
       properties regarding value and ratio are pending before
       the State Tax Commission.

Performance remains due from each party under each of the
Contracts, including Partee's prosecution of various appeals and
Solutia's payment of contingent fees to it.  Mr. Frimmel contends
that unless Solutia is compelled to assume or reject the
Contracts, Partee is in the untenable position of having to
prosecute appeals for which it has no guarantee of payment --
assuming it succeeds on the appeals.

Accordingly, Partee asks the Court to compel Solutia to assume
the Contracts and cure arrearages, if any, or reject the
Contracts on or before June 25, 2004.

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)


SPEEDWAY LB LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Speedway LB LLC
        7685 Carson Street
        Long Beach, California 90808

Bankruptcy Case No.: 04-21560

Chapter 11 Petition Date: May 24, 2004

Court: Central District of California (Los Angeles)

Judge: Erest M. Robles

Debtor's Counsel: Teresa A. Blasberg, Esq.
                  Blasberg & Associates
                  688 South Santa Fe Avenue Studio 305
                  Los Angeles, CA 90021
                  Tel: 213-239-0364

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
CREEF c/o VESTAR              Rent                       $30,000

JC Chemtech, Inc.             Trade                      $24,000


SPRINGFIELD, MASSACHUSSETTS: S&P Cuts City's Credit Rating to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on Springfield, Massachusetts to 'BB' from 'BBB' and
simultaneously suspended the 'BB' ICR.

The downgrade reflects the city's growing structural gap, the
potential need for state financial assistance to ease cash flow
stress, and the possible need for some form of a control board
going forward.

The suspension is based on the lack of comprehensive current
financial information, as well as the city's unwillingness to
fully respond to our questions regarding its financial position,
resulting in an inability to fully assess the likelihood of timely
bond repayment.

The ICR downgrade and suspension will not affect the 'A+' rating
on the city's outstanding qualified bonds, which are backed by the
commonwealth's Qualified Bond Program.


TECH LAB: Enters into Financing Pact with Northeast-Based Fund
--------------------------------------------------------------
Tech Laboratories, Inc. (OTC Bulletin Board: TCHL) announced it
has entered into an agreement with a Northeast-based institutional
fund as part of a comprehensive financial restructuring plan. The
first phase of the plan included the purchase of a significant
portion of the Company's existing debt consisting of convertible
debentures. The fund has also agreed to provide the Company with
additional financing for working capital and acquisitions.

"Clearly, this is a very positive step for the growth and
development of our Company," said Bernard M. Ciongoli, president
of Tech Laboratories, Inc. "Our debt is now in more favorable
hands with a group who understand our business and recognize its
potential as a means to thwart the growing international threat of
cyber terrorism to businesses and governmental agencies. We
believe a relationship with a sophisticated investor of this type
will allow us to position Tech Laboratories as a viable,
affordable solution to this problem."

Tech Laboratories, Inc. manufactures, markets and sells patented
technology for positive access security to prevent unauthorized
hacker attacks. Through its proprietary DynaTraX(TM) Enterprise
Management System (DEMS) enables users to reconfigure networks
electronically and also has security features that can trap and
trace intrusions (hackers) in a system automatically. This
software/hardware system provides the ultimate in positive access
security against the increasing threat posed by cyber terrorists.
The Company said networks that rely on keys, passwords, ID's and
reporting intruder attacks to a network manager for access
security are at risk for being hacked.

Ciongoli said that funds provided for working capital will be used
to launch an aggressive national marketing program for the
DynaTraX(TM) Enterprise Management System (DEMS). He said the
Company is also actively pursuing acquisitions with firms that
offer compatible technologies or related business models.

To view video on Tech Laboratories comprehensive DynaTraX(TM)
technology, go to the Tech Laboratories, Inc. website at
http://www.techlabsinc.com/click on "Global Network Management  
Communications" and download video.

                About Tech Laboratories, Inc.

Tech Laboratories, Inc. manufactures, markets and sells a product
creating a new paradigm of automating and securing high-tech
networks at the physical layer. The Company's primary product,
DynaTraX(TM), a patented (US6414953B1) high-speed digital matrix
cross-connect switch with a revolutionary new technology, can
significantly reduce network downtime and achieve substantial cost
savings in data and telecommunications networking environments.
DynaTraX(TM) has the ability to create a critical and meaningful
solution to stop hackers from intruding into networks, thereby
thwarting cyber-terrorists. DynaTraX(TM) electronically
disconnects a hacker, detected by Intrusion Detection Software and
reconnects him to a simulated network within 60-90 nanoseconds
that allows you to hold and trace him.

As reported in the Troubled Company Reporter's January 2, 2004
edition, as a result of operating losses and negative cash flows
experienced during 2001 and 2002, and continuing in 2003, Tech
Laboratories Inc. has a tenuous liquidity position. If sales do
not improve or alternate financing is not obtained, substantial
doubt exists about Tech Labs' ability to continue as a going
concern.


THERMACLIME INC: S&P Withdraws Ratings at Company's Request
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B-'
corporate credit rating on Oklahoma City, Oklahoma-based
ThermaClime Inc. At the same time, Standard & Poor's withdrew its
'B-' senior secured debt rating on the company's proposed $90
million senior secured notes due 2014, which was assigned on
May 14, 2004, based on preliminary terms and conditions.

The ratings were withdrawn following the company's indication that
it will not complete the sale of the $90 million note issue as
initially proposed, which results in a material departure from the
original capital structure.

Proceeds from the proposed note transaction were to be used to
refinance existing debt. Should ThermaClime, a manufacturer of
chemicals and climate control products, present a new capital
structure, Standard & Poor's will re-evaluate the corporate credit
and issue ratings based on a review of the proposed refinancing
and the implications for credit quality.


THOMPSON PRINTING: Panel Gets Nod to Hire Lowenstein Sandler
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Thompson Printing Co., Inc.'s chapter 11 case, sought and obtained
approval from the U.S. Bankruptcy Court for the District of New
Jersey to employ Lowenstein Sandler PC as co-counsel, effective as
of March 19, 2004.

The professional services that Lowenstein will provide to the
Committee include:

   a) providing legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under section 1102 of the Bankruptcy Code;

   b) assisting the Committee in investigating the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtor, the operation of the Debtor's business,
      potential claims, and any other matters relevant to the
      case or to the formulation of a plan of reorganization;

   c) providing legal advice as necessary with respect to any
      disclosure statement and plan filed in this case and with
      respect to the process for approving or disapproving a
      disclosure statement and confirming or denying
      confirmation of a plan;

   d) preparing on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements and other legal papers;

   e) appearing in court to present necessary motions,
      applications, and pleadings, and otherwise protecting the
      interests of those represented by the Committee;

   f) assisting the Committee in requesting the appointment of a
      trustee or examiner, should such action be necessary; and

   g) performing such other legal services as may be required
      and be in the interest of the Committee and creditors.

Lowenstein's hourly rates are:

         Designation        Billing Rate
         -----------        ------------
         Partners           $285 to $525 per hour
         Counsel            $225 to $375 per hour
         Associates         $140 to $250 per hour
         Legal Assistants   $70 to $140 per hour

Headquartered in West Caldwell, New Jersey, Thompson Printing Co.,
Inc., is in the business of printing high end brochures for
Fortune 500 companies, among others.  The Company filed for
chapter 11 protection on March 4, 2004 (Bankr. N.J. Case No.
04-17330).  Richard Trenk, Esq., at Booker, Rabinowitz, Trenk,
Lubetkin, Tully, DiPasquale & Webster, P.C., represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $603,508 in assets and
$6,467,533 in debts.


TRANSPORT INDUSTRIES: S&P Assigns B+ Corporate & Bank Loan Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Transport Industries Holdings L.P., a provider of
dedicated trucking and contract warehousing services.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating to subsidiary Transport Industries L.P.'s proposed $50
million revolving bank facility and $160 million term loan, of
which $110 million will be drawn at closing and $50 million will
be available for future acquisitions. The bank facility is
guaranteed and secured by the assets and capital stock of
Transport Industries Holdings and its subsidiaries. The revolving
credit facility and term loan are rated the same as the corporate
credit rating, with a recovery rating of '4', indicating
expectations of a marginal (25%-50%) recovery of principal in the
event of default. The rating outlook is stable.

"Ratings on Transport Industries Holdings L.P. reflect its small
position within the fragmented truckload and logistics industries,
limited financial flexibility, concentrated customer base, and
aggressive growth strategy," said Standard & Poor's credit analyst
Kenneth L. Farer. "Positive credit factors include the company's
use of owner-operators and long-term contractual relationships,"
the analyst added. Transport Industries provides dedicated
truckload trucking services between distribution centers and
retail outlets in the food industry. With the current financing,
Transport Industries is acquiring Total Warehousing Inc. Total
Warehousing generates approximately 75% of its revenues from
services other than storage, including handling, short-haul
trucking, and brokerage services.

In recent years, food retailers have increasingly outsourced their
transportation function, benefiting companies such as Transport
Industries. The combination of Transport Industries and Total
Warehousing broadens the company's nonasset-based service
offering, somewhat diversifies the customer base, although Wal-
Mart Stores Inc. will still comprise over 40% of annual revenues;
and provides some potential synergies. The use of owner-operators
allows the company to manage its driver pool in relation to its
workload and shifts the purchase and maintenance of tractors to
the independent contractor, reducing its capital intensity.

Transport Industries' financial profile is weaker than that of
many of the larger trucking and logistics companies it competes
against. Although Transport Industries' debt leverage is somewhat
high and financial flexibility is weak, cash flow protection
measures are a relative strength. The company expects to continue
its aggressive growth strategy by adding new customers, expanding
with its existing customers, and acquiring companies in related
businesses. In addition, the company has a significant amount of
acquisition-related goodwill relative to total assets and does not
have any unencumbered assets.

The credit profile benefits from efficient operations and good
growth potential. However, an active acquisition program
constrains upside rating potential.


UNITED AIRLINES: Proposes To Reduce Section 1114 Retiree Benefits
-----------------------------------------------------------------
To leave Chapter 11 behind once and for all and to prevail in an
increasingly competitive marketplace, the United Airlines Inc.
Debtors require contributions from all of their constituencies,
including all of their retirees.  According to James H.M.
Sprayregen, Esq., at Kirkland & Ellis, until now, the Debtors have
viewed retiree medical benefits and pension plans as untouchable.  
Unfortunately, the realities of today's airline industry have
forced the Debtors' hand.  If the Debtors do not reduce their
"ever-escalating" retiree medical benefit costs, the chances that
the Air Transportation Stabilization Board will reject the loan
guarantee application increase dramatically.  If the ATSB loan
application is rejected again, all the Debtors' employees may be
adversely affected.

The Debtors currently have the highest retiree welfare benefit
costs -- medical plus life insurance benefits -- in the airline
industry.  The Debtors can no longer pass on above-market costs
to customers without dire competitive consequences.  It is time
for the Debtors to bring the costs of providing medical benefits
to employees who retired before July 1, 2003 into line with the
constructs of a "real business" and less as an airline.

Mr. Sprayregen notes that the Debtors' proposed modifications
"are relatively modest."  The retiree package is considered
generous and comprehensive when judged by the standards of
American industry as a whole.  The Debtors are not curtailing
retiree benefits, but simply offering present retirees the same
medical benefits package already accepted by future retirees.

The Debtors provide medical benefits to 34,374 former employees,
spending $71,000,000 in retiree health costs in 1999 and
$175,000,000 in 2003, a 150% increase.  The principal driver in
this sharp increase has been the escalating average cost paid by
the Debtors per retiree.  The Debtors are scheduled to spend
about $220,000,000 in retiree medical benefits in 2004 -- by far
the highest amount in the industry.

The Debtors have the smallest revenue base in the Fortune 100,
yet spent $89,000,000 more on retiree welfare benefits than the
other firms in this group in 2003.

The proposal has two basic components: changes to Plan Design and
increased Premium Contributions.

(1) Plan Design

Plan Design encompasses terms of coverage, including deductibles,
out-of-pocket limits and covered expenses.  The Debtors propose a
Preferred Provider Option through Blue Cross Blue Shield of
Illinois.  The annual deductible would be $250 for an individual
and $500 for a family.  Deductibles currently range from $200 to
$300 for individuals and $300 to $500 for families.  The out-of-
pocket limit would be $1,500 for an individual and $3,000 for a
family.  At present, out-of-pocket limits are $1,300 for an
individual and $2,600 for a family.

Under coinsurance, the Debtors will pay 80% of most expenses and
100% after the annual out-of-pocket limit is reached.  For out-
of-network coverage, the Debtors will pay 60% after the
deductible has been met and 100% when the annual out-of-pocket
limit is reached.  There will be no limit on the amount the plan
would pay over a retiree's lifetime for in-network services.  The
plan would pay a lifetime maximum of $500,000 per person for out-
of-network services.  For prescription drugs, retirees would pay
$16 for generic drugs and $48 for brand names for a 90-day
supply.  Currently, retirees pay $10 for generics and $20 for
brand names.

(2) Premium Contributions

At present, Premium Contributions among retirees vary widely.  
Some pay nothing while others pay 60%.  The Debtors propose a
uniform medical benefits plan, whereby current retirees will
receive the same benefits package as future retirees, with a
sliding discount on premium contributions, so that the earliest
plan participants will pay less than the recently retired
participants.  For both current and future retirees,
contributions will be based initially on years of service.  The
proposed discounts, whereby the retiree will pay the stated
percentage of premiums based on years of service, are:

   Date of Retirement                      Percentage Discount
   ------------------                      -------------------
   Before January 1, 1985                          55%
   January 1, 1985 to December 31, 1994            70%
   January 1, 1995 to December 31, 2000            85%
   January 1, 2001 to June 30, 2003                90%

The Debtors have agreed to "premium holidays," whereby if
specified profit levels are achieved, a percentage of premium
contributions will be rebated to retirees.

The proposed modifications are necessary for the Debtors to bring
their retiree costs in line with the current revenue environment
and provide the greatest chance for ATSB loan guarantee approval
to exit bankruptcy.  The Debtors are asking no more from their
retirees than any other stakeholders, including senior
management, current employees, aircraft lessors and trade
vendors.  The Debtors will generate $776,000,000 less in
operating earnings than previously forecast as recently as
December 2003.  This is proof that the Debtors have explored and
implemented every other feasible, fair and equitable cost
reduction option.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UAL CORP: CCAGW Lobbies Against any Government-Backed Loans
-----------------------------------------------------------
The Council for Citizens Against Government Waste (CCAGW) urged
the Air Transportation Stabilization Board (ATSB) to ground United
Airlines' request of $1.6 billion in federally backed loans. As
United attempts to emerge from bankruptcy later this summer, it
has yet to establish a sound business plan, leaving taxpayers
responsible to cover the costs of the loan if the company
defaults. A recent statement submitted to the bankruptcy court
indicates United will not survive for long without additional and
dramatic changes in its practices.

"When the House Aviation Subcommittee holds its hearing on the
financial condition of the airlines, members of Congress should
pay heed to a recent statement by airline economist Daniel Kasper.
His May 19 expert report and declaration to the United States
Bankruptcy Court for the Northern District of Illinois Eastern
Division stated, 'Notwithstanding the progress the Company has
made over the past 18 months, United still needs to reduce its
costs wherever possible -- including its retiree health costs --
if it hopes to compete successfully against both low cost and
other full service airlines for the long term.' United Airlines is
clearly not ready for prime-time flying," CCAGW President Tom
Schatz said.

"Mr. Kasper's comments make it clear the company has not done
enough to correct the problems that caused its bankruptcy in the
first place. At the same time, United is telling the ATSB it is
ready to emerge from bankruptcy and just needs a little help, like
a $1.6 billion loan, to get back on its feet. Members of Congress
should take advantage of this opportunity to question ATSB and
make sure taxpayers are not left holding this carry-on bag,"
Schatz said.

According to the New York Times, United Airlines' operating costs
are the second highest in the industry at 10.8 cents per seat per
mile. Although the company reduced costs by 7 percent from 2001 to
2003, it still lags behind its competitors. Over the course of the
last three years, United has lost almost $10 billion, including
more than $3 billion while under bankruptcy protection during the
last 16 months.

In December 2002, United was denied a similar request for a loan
guarantee by ATSB because its business plan was found to be
financially unsound and seriously flawed. The Board cited its
responsibility to taxpayers as a major concern in deciding not to
grant the loan.

"Nothing has changed since 2002 that is worth risking tax dollars,
especially in a time of record federal budget deficits. ATSB needs
to remember its past concern for taxpayers," Schatz concluded. "It
is time for United to leave the taxpayers' nest and fly on its
own. A loan would not solve United's problems. It would only
provide the airline with an unfair business advantage, paid for by
taxpayers, on a one-way ticket to further financial distress."

The Council for Citizens Against Government Waste is the lobbying
arm of Citizens Against Government Waste, the nation's largest
nonpartisan, nonprofit organization dedicated to eliminating
waste, fraud, abuse, and mismanagement in government.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts.


US ENERGY: Pursues Efforts to Delist From Berlin Stock Exchange
---------------------------------------------------------------
U.S. Energy Corp. (Nasdaq: USEG) announced that it has learned its
shares have been listed for trading on the Berlin-Bremen Stock
Exchange without the Company's consent. The Company has notified
the exchange authorities to immediately delist its shares from the
Berlin-Bremen Stock Exchange.

U.S. Energy Corp. has been informed that its stock as well as more
than 200 other U.S. publicly traded companies, have been listed
and traded on the Berlin-Bremen Stock Exchange without company
permission. The financial media recently reported that this may be
part of an effort by certain brokers to avoid U.S. restrictions
against "naked short selling." Such practices may allow for market
manipulation by selling non-existent shares of stock in an effort
to force the price down.

U. S. Energy has sent notice to Friederike von Hofe, an officer at
the Berlin-Bremen Stock Exchange that it wishes to be delisted
from the exchange. In that regard, the Company asked that the
exchange supply the name(s) of the brokerage firm and the firm's
officers so that they can be contacted directly and demand
delisting from the exchange.

"We believe this has had a significant negative impact on our
share price. The unauthorized listing appears to coincide with a
recent downward trend of our stock price," said Keith G. Larsen,
President of U.S. Energy Corp. "Though U. S. Energy has no
knowledge if there has been any illegal shorting of its stock,
this listing may explain why our stock has not reacted favorably
to recent positive announcements by the Company. These
announcements include the recent acquisition of a producing gas
property by U. S. Energy's subsidiary Rocky Mountain Gas, Inc. and
the fact that U. S. Energy Corp. and its subsidiary Crested Corp.
have received a $20 million judgment against German giant RWE's
subsidiary Nukem, Inc."

            About U.S. Energy Corp. And Crested Corp.

U.S. Energy Corp. and its majority owned subsidiary, Crested
Corp., are engaged in joint business operations as USECC. Through
their subsidiary Rocky Mountain Gas, Inc., they own interests in
over 403,000 gross acres prospective for coalbed methane (CBM) in
the Powder River Basin of Wyoming and Montana and acreage adjacent
to the Greater Green River Basin in southwest Wyoming. This
acreage data includes approximately 100,000 gross acres held by
Pinnacle Gas Resources, Inc., in which RMG owns a minority equity
interest. Certain properties are subject to a definitive agreement
dated July 10, 2001 with CCBM, Inc., a division of Carrizo Oil &
Gas, Inc. of Houston, TX to develop and expand RMG's CBM
properties. USECC owns control of Sutter Gold Mining Company,
which owns properties in California prospective for gold. USECC
also owns various interests in uranium properties in Wyoming and
Utah.

As reported in the Troubled Company Reporter's April 15, 2004
edition, U.S. Energy Corp. (Nasdaq: USEG) and Crested Corp. (OTC
Bulletin Board: CBAG), d/b/a USECC reported that that their
independent auditor, Grant Thornton L.L.P. has issued a going
concern opinion qualifying the financial statements of both
companies for the year ended December 31, 2003, consistent with
the qualified opinions Grant Thornton issued for the seven months
ended December 31, 2002 and the (former) fiscal year ended May 31,
2002.


US UNWIRED: S&P Places Junk Debt Ratings on Watch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC-' corporate
credit rating for US Unwired Inc. on CreditWatch with positive
implications.

The 'C' subordinated debt rating was also placed on CreditWatch
with positive implications.

This action is based on financial profile improvement that will
result following debt for equity exchanges effected pursuant to
Section 3(a)(9), together with a proposed refinancing to repay the
company's bank credit facility and purchase 13.375% senior
subordinated discount notes tendered in response to the company's
cash tender offer for all of the notes. The 3(a)(9) exchange
agreements will reduce discount note principal outstanding by $75
million face amount, or about $70 million in accreted value. The
CreditWatch placement also reflects recent operating improvement,
including better customer retention and cash flow growth. Upon
completion of the refinancing, Standard & Poor's will raise the
corporate credit rating to 'CCC+' with a positive outlook. The
rating on any remaining 13.375% subordinated debt (estimated at
$89 million) will be raised to 'CCC-' from 'C'.

At the same time, a 'CCC+' rating was assigned to US Unwired's
proposed $125 million first-priority senior secured floating rate
notes due 2010. The 'CCC+' rating will be the same as the
corporate credit rating, indicating the expectation of a
meaningful, but less than full, recovery of principal in the event
of a default or bankruptcy. A 'CCC-' rating was assigned to the
$160 million second-priority senior secured notes due 2012. The
second-priority notes are rated two notches below the corporate
credit rating because of a likelihood of negligible recovery of
principal in the event of a default or bankruptcy after first-
priority claims are served. The new issues are being offered under
Rule 144A with registration rights. Proceeds will be used to repay
all of the existing credit facility and about $229 million face
amount of the existing 13.375% senior subordinated discount notes.
The rating on the bank facility was not placed on CreditWatch and
will be withdrawn upon repayment.

The 'CC' corporate credit rating and 'C' senior unsecured debt
rating on IWO Holdings Inc., a wholly-owned subsidiary of US
Unwired, are affirmed. IWO is a Sprint PCS affiliate operating in
the Northeast. US Unwired expects to file IWO for bankruptcy
protection because of very weak liquidity that makes IWO unable to
pay the July 2004 interest payment on its senior notes. Under the
terms of the two new US Unwired issues, IWO is classified as an
unrestricted subsidiary, and US Unwired is limited in its
capacity to provide financial support to IWO.

Lake Charles, Louisiana-based US Unwired, an affiliate of Sprint
PCS, serves more than 430,000 wireless subscribers in markets
totaling 11.3 million people in several southern states. Pro forma
for the proposed debt offerings, the company will have about $380
million in debt.


VERITAS DGC: Appoints David F. Work as New Director
---------------------------------------------------
Veritas DGC Inc. (NYSE:VTS) (TSX:VTS) announced that David F. Work
has been appointed to the Company's Board of Directors.

From 2001 until October 2003, Mr. Work served as the chairman of
Energy Virtual Partners, Inc., a private company engaged in the
business of managing under-resourced oil and gas properties. For
more than five years prior to his retirement from BP in October
2000, he served in various management capacities with Amoco, BP
Amoco and BP, including North American vice president of BP. Mr.
Work currently also serves as a director of Edge Petroleum
Corporation and Crystatech Inc.

The appointment of Mr. Work brings the number of the Company's
directors to eight. Mr. Work was also appointed to the
Compensation Committee of the Board.

                    About the Company

Veritas DGC Inc., headquartered in Houston, Texas, is a leading
provider of integrated geophysical, geological and reservoir
technologies to the petroleum industry worldwide.

As previously reported, Standard & Poor's Ratings Services
affirmed its ratings on Veritas DGC Inc. (BB+\Negative\--)
following the company's announcement that it will refinance a
large portion of its secured debt by issuing new unsecured
convertible notes.  The outlook remains negative, S&P says.


VWE GROUP INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The VWE Group, Inc.
        35 East Grassy Sprain Road, Suite 403
        Yonkers, New York 10710

Bankruptcy Case No.: 04-20308

Chapter 11 Petition Date: June 2, 2004

Court: Southern District of New York (Manhattan)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Joseph O'Neil, Jr., Esq.
                  Reed Smith LLP
                  599 Lexington Avenue, 19th Floor
                  New York, NY 10022
                  Tel: 212-521-5400
                  Fax: 212-521-5450

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Ms. Patti Easley                         $1,755,000
Quad City Bank Custodian for
John W. Axel IRA
3551 7th Street Suite 100
Moline, IL 61265

Peter Cook                               $1,500,000
Cook Holdings
618 Kenmoor Avenue SE
Grand Rapids, MI 49546

Betty Duval                              $1,082,400
900 Palmer Road
Bronxville, NY 10708

Edward & Vivian Fisher                   $1,064,275
1050 Park Ave. #8B
New York, NY 10028

Brooks Klimley                           $1,045,459
5 Oakledge Road
Bronxville, NY 01708

Jeffrey Stevenson                        $1,000,000
1021 Park Ave. #6B
New York, NY 10028

Iowa Companies Inc.                        $630,000
208 West Second Street (Unit 300)
Muscatine, IA 52761

Wayne E. Pullins                           $532,003
Advest/Distribution Unltd.
41 Bexley Drive
Springfield, OH 45504

William/Barbara Duval                      $525,000
2625 Sandgate Lane
Muscatine, IA 52761

Livingston Johnson                         $500,000
51 Hollow Road
Skillman, NJ 08558

Rory Riggs                                 $500,000
575 Madison Ave. 10th Floor
New York, NY 10022

Laura Herz                                 $500,000
30 Greenridge Ave. #4M
White Plains, NY 10605

Cook Financial                             $500,000
Cook Holdings
618 Kenmoor Ave., SE
Grand Rapids, MI 49546

Dorris Hutchinson                          $486,966
Southgate
Bronxville, NY 10708

Kenneth & Constance                        $450,000
Leimkuehler Trust
65886 E. Desert Ridge Drive
Saddlebrooke, AZ 85739

Harriet Hopeman                            $400,000
c/o Henry Hopeman
Cinnabar Solutions Inc.
155 Sunnynoll Court Suite 300
Winston-Salem, NC 27106

Julian Hertlein Tr.                        $400,000
One Ardell Rd.
Bronxville, NY 10708

Joan U. Axel                               $386,000
208 West Second Street (Unit 300)
Muscatine, IA 52761

The Eimicke Foundation                     $354,000
35 East Grassy Sprain Road
Yonkers, NY 10710

Trinity Church Little Trust                $350,000
Fund
c/o First National Bank of
Muscatine - Mr. Scott Snow
300 East Second Street
Muscatine, IA 52761


WKI HOLDING: Noteholders Agree to Amend Senior Note Indenture
-------------------------------------------------------------
WKI Holding Company, Inc., announced that it has received and
accepted the requisite consents from holders of its 12% Senior
Subordinated Notes due 2010 to effect certain amendments to the
indenture under which the Notes were issued to eliminate all
restrictive covenants and certain default provisions and to effect
certain other amendments necessary to release all the collateral
securing the Notes.

The consent payment deadline was 5:00 p.m., New York City time, on
June 2, 2004. World Kitchen, the trustee under the indenture and
the subsidiary guarantors under the Notes have executed a
supplemental indenture amending the indenture governing the notes
in the manner described in the consent solicitation. These
amendments will not become operative, however, unless and until
World Kitchen completes the tender offer, which expires at 5:00
p.m., New York City time, on June 16, 2004.

At the expiration of the tender offer, World Kitchen expects that
more than 90% of the principal amount of the Notes will be
tendered for purchase under the terms set forth in the Offer to
Purchase and Solicitation of Consents, dated May 18, 2004 relating
to the tender offer.

The tender offer is being made solely upon the terms and subject
to the conditions set forth in an Offer to Purchase.

                     About World Kitchen

Headquartered in Reston, Virginia, World Kitchen and its
affiliates (S&P, B Corporate Credit Rating, Negative) manufacture
and market glass, glass ceramic and metal cookware, bakeware,
tabletop products and cutlery sold under well-known brands
including CorningWare(R), Pyrex(R), Corelle(R), Revere(R),
EKCO(R), Baker's Secret(R), Magnalite(R), Chicago Cutlery(R), and
OLFA(R). The Company employs approximately 2,900 people, and has
major manufacturing and distribution operations in the United
States, Canada, and Asia-Pacific regions. For more information,
visit http://www.worldkitchen.com/


WPCS INTERNATIONAL: May Cease Operations if Unable to Raise Funds
-----------------------------------------------------------------
WPCS International Incorporated is a project engineering company
that focuses on the implementation requirements of specialty
communication systems, wireless fidelity (WiFi) deployment and
fixed wireless deployment. It provides a range of specialty
communication services including project management, site design,
structured cabling, product integration, network security, and
technical support. These projects may require the integration of
multiple communication components and engineering services in
order to complete the customer's requirements for the deployment
of a specialty communication system, a WiFi or fixed wireless
system.

The Company has a history of operating losses and may never become
profitable.  It incurred a net loss of approximately $381,000 for
the year ended April 30, 2003. There can be no assurance that it
will achieve or sustain profitability or positive cash flow from
operating activities in the future. If it cannot achieve operating
profitability or positive cash flow from operating activities, the
Company may not be able to meet its working capital requirements.
If unable to meet its working capital requirements, the Company is
likely to reduce or cease all or part of its operations.

WPCS may be unable to obtain the additional capital required to
grow its business. It may have to curtail its business if it
cannot find adequate funding.

The Company's ability to grow depends significantly on its ability
to expand operations through internal growth and by acquiring
other companies or assets that require significant capital
resources. It may need to seek additional capital from public or
private equity or debt sources to fund growth and operating plans
and respond to other contingencies such as:

   -- shortfalls in anticipated revenues or increases in expenses;

   -- the development of new services; or

   -- the expansion of operations, including the recruitment of
      additional personnel.

WPCS cannot be certain that it will be able to raise additional
capital in the future on acceptable terms, or perhaps at all. If
alternative sources of financing are insufficient or unavailable,
WPCS may be required to modify its growth and operating plans in
accordance with the extent of available financing.

The Company's success is dependent on growth in the deployment of
wireless networks, and to the extent that such growth slows down,
the Company's business may be harmed.

Independent auditor N.I. Cameron's opinion in its reports on the
Company's financial statements for the years ended April 30, 2001
and April 30, 2002 (prior to the Company's merger with WPCS
Holdings, Inc.), each expressed substantial doubt with respect to
the Company's ability, at that time, to continue as a going
concern.

At April 30, 2003, WPCS had working capital of approximately
$1,435,000, which consisted of current assets of approximately
$3,264,000 and current liabilities of $1,829,000. Current assets
included $168,000 in cash, $2,805,000 in accounts receivable and
costs and estimated earnings in excess of billings on uncompleted
contracts, $78,000 in inventories, $143,000 in prepaid expenses
and $70,000 in current portion of deferred tax assets. Current
liabilities included $1,494,000 in accounts payable, accrued
expenses and billings in excess of costs and estimated earnings on
uncompleted contracts, $100,000 payable to an officer of the
Company, $58,000 payable to shareholders of the Company, $23,000
in current lease obligations and equipment loans payable, $24,000
in income taxes payable and $129,000 in current portion of
deferred tax liabilities.

WPCS' capital requirements depend on numerous factors, including
market for its products and services, the resources it devotes to
developing, marketing, selling and supporting its products and
services, the timing and extent of establishing additional markets
and other factors. At April 30, 2003, the Company had cash of
$168,000. To address its working capital needs and growth in its
revenue and customer base, WPCS anticipates obtaining a working
capital line of credit for working capital needs. It is also
raising $2.5 million in a private placement for a number of uses.
Accordingly, management believes these internally available funds,
and expected financing activities, will provide sufficient capital
to meet Company short-term needs for the next twelve months. These
funding needs include working capital and capital expenditures,
and the $500,000 earn-out to be paid related to the Walker
acquisition. Its future operating results may be affected by a
number of factors including its success in bidding on future
contracts and its continued ability to manage controllable costs
effectively. To the extent the Company grows by future
acquisitions that involve consideration other than stock, Company
cash requirements may increase.

The Company will continue to explore opportunities to raise
additional funds on acceptable terms for a number of uses. It may
not be able to obtain additional funds on acceptable terms, or at
all. Additional capital resources would be devoted to search for,
investigate and potentially acquire new companies that have a
strategic fit. WPCS acquired Invisinet and Walker primarily by
issuing the Company's common stock. In connection with a potential
acquisition, the Company would also expect to issue additional
common stock equity or convertible debt securities, which may
result in additional dilution to its shareholders.


* Biotech Industry Loses Ground in May as Economy Stalls
--------------------------------------------------------
With troubles in Iraq intensifying and concern over energy and the
economy rising daily, the biotech industry took a beating on Wall
Street in May. "The general markets have been very choppy with the
DJIA and NASDAQ bouncing around," noted G. Steven Burrill, CEO of
Burrill & Company, a San Francisco-based life sciences merchant
bank. "Investor confidence has weakened against the backdrop of so
many unresolved issues," he said.

Reticence on the part of biotech investors was evidenced by the
Burrill Biotech Select Index's 14% drop in value in May, compared
to the NASDAQ, up 3% and the DJIA, down neglibily. "We can also
see the pullback in the IPO market where the three companies that
managed to go public in May all lowered their price radically,"
noted Burrill. "Alnylam Pharmaceuticals (ALNY), Acadia
Pharmaceuticals (ACAD) and Critical Therapeutics (CRTX) discounted
their paper in order to get aloft, but none delivered immediate
returns," he added.

Alnylam Pharmaceuticals, co-founded by Nobel Prize winner Dr.
Phillip A. Sharp and Dr. Thomas Tuschi of the Max Planck Institute
is focusing on RNAi-based treatments for hepatitis C and wet age-
related macular degeneration-all of which are in preclinical
stages of development. The company managed to raise $30 million on
the sale of 5 million shares at $6 as opposed to its original
filing range of between $10 and $12. Shares of Alnylam ended the
month up less than 0.2%.

Acadia Pharmaceuticals, which is developing a small-molecule
serotonin receptor inverse agonist for treatment of induced
dysfunction resulting from Parkinson's disease, raised $35 million
by selling 5 million shares at $7, again below the hoped for range
of $12 to $14. Shares of Acadia slipped nearly 6% by month's end
due in part to the fact that the Phase II studies for the
company's lead drug haven't been too exciting. Acadia is testing
the same compound-ACP-103 as a possible treatment for
schizophrenia and the company has another drug for schizophrenia,
ACP-104 that is expected to enter Phase II trials later this year.

And the third May IPO, Critical Therapeutics, already has an
approved product, Zyflo-an immediate-release asthma therapy which
the company doesn't expect to begin marketing the drug until the
first half of 2005-also barely got public. While Critical first
planned to offer 6 million shares at $11-$13, the deal was
discounted down to $7, netting the company $42 million. By the end
of May, share values hadn't changed at all.

"The IPO market just isn't popping," explained Burrill. "If a
company comes to market at $7 a share and only goes up to $7.20 or
even $7.50, that's not enough to compensate investors for the
risk. The buy side may 'love' the company, but if they think they
can get it cheaper tomorrow, they wait," he added. "The deals that
have come to market in May aren't seeing dramatic price
appreciation and that's decreasing the interest level of the buy
side to actively participate," Burrill said. "But even in this
highly selective market, we continue to see a few more deals get
done. Just one home run-where the stock jumps 20% in a day-could
reinvigorate the IPO market, but continued stagnancy may challenge
the open window," he noted.

"At times like this, when the market falters, it's important to
remember that biotech operates in a highly inefficient market,"
Burrill said. "There are some 350 publicly traded biotech
companies in the U.S. and very little individual coverage by
analysts. This means that the investor can find companies that are
undervalued relative to their real value and make a tidy profit.
That is, if the investor is knowledgeable and the company in
question continues to move its products successfully towards
regulatory approval," he added.

In spite of a smattering of discouraging headlines, the Biotech
IPO Class of 2003-2004 hasn't turned in such a lackluster
performance when taken as a whole. In May, the Burrill Biotech
2003-4 IPO Index rose 7%, up 22% since the start of the year.
"While there are an abundant number of self-styled investment
'experts' who are quick to classify biotech as a 'poor'
investment, I would argue that biotech offers more upside
potential than just about any other area of technology or
science," Burrill stated.

"But there also are times when investor enthusiasm gets ahead of
reality ... that's not unique to biotech, of course," Burrill
continued. "Savvy investors can buy into the stocks when they're
undervalued and sell stocks when they are overvalued ... and the
investor is well served. "While there is a complexity to both
building companies and understanding value, that doesn't mean that
it is, by definition, a poor investment," he said. "Indeed,
biotech has a great future. It has already made enormous
contributions to our life and well-being and we'll continue to see
its contribution to mankind soar," Burrill said.

The Burrill Select Index slipped 14% in May, down 6% year to date.
Gilead Sciences (GILD) was the lone shining star in the sector
with shares rising 7% after the FDA granted priority review status
for the company's fixed-dose combination of anti-HIV drugs Viread
and Emtriva. This came just one day after Gilead, Merck (MRK), and
Bristol-Myers Squibb (BMY) announced that they were in talks to
develop a combination of three anti-HIV drugs to increase
treatment options for people with HIV/AIDS in the developing
world.

In May, shares of Protein Design Labs (PDLI) dropped 10% in a
single day after the company reported a first quarter net loss of
13 cents per share, compared with a net profit of 5 cents per
share for the year ago quarter as increased research and
development spending cut into higher revenue. Share price fell
another 10% during the month, ending May down 20%, after the
company reported that its drug Zenapax failed to meet the primary
endpoint in a Phase II clinical trial in patients with moderate or
severe ulcerative colitis. Corixa Corporation (CRXA) shares also
slid in May, dropping 13%, after the company reported a net loss
of 38 cents per share compared to a net loss of 37 cents per share
one year previous.

The Burrill Large-Cap Index dropped 10% in May, down 5 % year to
date. Shares of Celgene (CELG) recovered from their late April
plunge (when the company ended a trial for its cancer drug
Revlimid), rising 10% in May after the company presented data
which showed that its drug Focalin LA was effective in treating
ADHD in adults. Shares of Biogen Idec (BIIB) gained 5% in May on
news that Antegren, co-developed by Biogen Idec and Elan (ELAN),
was effective in a follow-on trial for Crohn's disease. Both
companies also submitted an application to the FDA for approval of
Antegren for the treatment of multiple sclerosis.

These gains were tempered with losses at Human Genome Sciences
(HGSI), shares down 11%, and at Icos Corporation (ICOS), with its
shares down 12% for the month. Both companies reported net losses
for the first quarter 2004. Human Genome Sciences' loss increased
from 32 cents per share in last year's quarter to 43 cents per
share in this year's first quarter due to increased R&D costs and
decreased net investment income. Icos reported a wider quarterly
loss due to the costs of promoting its impotence drug Cialis and
warned that its 2nd quarter loss would be wider than expected.

The Burrill Mid-Cap Index was down 7% in May and off by 3% since
the beginning of the year. Companies reporting disappointing first
quarter results included Kos Pharmaceuticals (KOSP), shares down
19%; Albany Molecular Research (AMRI), shares down 22%; and
Antigenics (AGEN), shares down 16%. Shares of Adolor (ADLR) slid
13% during May after several class action lawsuits charging
misrepresentation of facts regarding the effectiveness of the
company's drug Entereg were filed.

The Burrill Small-Cap Index, reflecting the cautiousness of
investors, plunged 11% in May but is still up 2.5% year to date.
Shares of Maxim Pharmaceuticals (MAXM) jumped 11% after the
company said its Celpene drug prevented the relapse of leukemia in
patients in a late-stage clinical trial. Shares of Lifecell
Corporation (LIFC) ended May up 14% after the company reported
record first quarter results with product revenues up 55% over the
same period last year. Shares of Vical (VICL), which is in the
midst of developing a vaccine for the Ebola virus, rose 5% after
the Senate approved $5.6 billion in funding for Project Bioshield.
Lawmakers from both the House and Senate are working out details
and say they hope to have the legislation ready for President
Bush's signature shortly.

Shares of Biopure (BPUR) plunged 31% as the company reported a
quarterly net loss of 25 cents per share and continues to struggle
with manufacturing and clinical woes for key products. Shares of
Harvard Bioscience (HBIO) also plunged 46% after the company
lowered its full-year earnings forecast and said sales of genetic
research products had been disappointing. Shares of Dyax (DYAX)
plunged 30% after the FDA told the company to temporarily suspend
clinical trials of a drug for a rare genetic disorder until Dyax
answers some questions about earlier animal tests.

The Burrill Genomics Index ended the month down 6% and is down 13%
year to date. The only company to post a gain was Nanogen (NGEN)
which saw its shares rise steadily in May ending the month up 16%
after the company reported improved first quarter 2004 results and
was issued another patent for its technology. Oddly, shares of
Lynx (LYNX) slid 24% in May despite the fact that the company
reported a narrowed first quarter per share loss. Lynx also signed
several important gene expression analysis agreements with leading
research organizations including the National Institute of Mental
Health and the National Cancer Institute. Shares of Caliper Life
Sciences (CALP) also ended May down 21% despite a narrowed first
quarter net per share loss.

The Burrill Agbio Index fell only 1% in May and is still up 5%
year to date. Shares of EDEN Bioscience (EDEN) gained 10% in May
after bottoming out at the end of April. Although Paradigm
Genetics (PDGM) reported an expanded contract with the National
Institute of Environmental Health Sciences (NIEHS), added two more
patents to its fungicide patent portfolio, and announced improved
first quarter 2004 financial results, its stock price slid
throughout May, ending the month down 28%. Shares of Large Scale
Biology (LSBC) also ended May down 21%.

The Burrill Biomaterials/ Bioprocess Index fell 1% in May and
remains flat for the year. Corning's (GLW) shares rose 12% during
the month on news that the company's LCD glass volume growth may
exceed 50% this year. Shares of WR Grace & Co. (GRA) recouped
their April losses, ending the month up 10% on news that the judge
presiding over three large asbestos-related bankruptcy cases was
ordered to step down over questions of his impartiality. Shares of
Hercules (HPC) dropped 5% in May after the company said it lowered
its 1st quarter profit by 2 cents a share because it may be unable
to collect money owed by a customer.

The Burrill Diagnostics Index rose 1% in May, up 7% year to date.
Shares of Cepheid (CPHD), which dropped 25% at the end of April
due to the temporary delayed deployment of the company's biohazard
detection system by the US Postal System, climbed 19% in May after
the company reported strong first quarter 2004 results with total
revenues increasing 92% compared to the same period in 2003. The
company also received a Phase II two year grant for $1.9 million
from the National Cancer Institute to validate the use of the
GeneXpert(R) platform for the fully integrated, rapid isolation
and detection of tumor markers in tissue sections. Shares of
Digene (DIGE) rose 10% after the company reported record revenues
and net earnings for the 3rd quarter fiscal 2004. Net income for
the quarter was 12 cents per share compared to a net loss of 3
cents per share in the third quarter of fiscal 2003. Digene also
said that its DNAwithPap(TM) test for detecting HPV, the cause of
almost all cases of cervical cancer, will be covered by
UnitedHealthcare, one of the largest health plans in the U.S.

Shares of Quidel (QDEL) fell 18% after the company reported that
net income for the first quarter of 2004 fell to 1 cent per share
compared to 6 cents per share in the first quarter of 2003.
Sequenom's (SQNM) shares fell 19% on news of that its first
quarter 2004 net loss was 25 cents per share versus a loss of 22
cents per share in the first quarter of 2003.

The Burrill Nutraceuticals Index beat all the other indices with a
gain of 5% for May, up 21% since the beginning of the year.
America's quest for healthier foods continues to reward investors.
Shares of Hansen Natural (HANS) soared 89% in May as the company
reported record first quarter 2004 sales and profits. Net sales
increased 42% and net income increased 245% compared to the year
ago quarter. Shares of Circle Group Holdings (CXN) rose 10% after
the company received an order from Nestle for its Z-Trim(TM) zero
calorie fat substitute. The company announced that it is launching
a national consumer marketing campaign for Z-Trim(TM) which is an
all-natural product.

Hain Celestial (HAIN) shares tumbled 10% after the company said
quarterly earnings fell 37% because of higher costs and spending
for the launch of a product line to meet demand for low-
carbohydrate foods. Shares of Forbes Medi-Tech (FMTI) continued to
slide in May and ended the month down 12%.

                 About Burrill & Company

Burrill & Company is a life sciences merchant bank, focused
exclusively on companies involved in biotechnology,
pharmaceuticals, diagnostics, human healthcare and related medical
technologies, wellness and nutraceuticals, agricultural
technologies, and industrial biotechnology
(biomaterials/bioprocesses).

                   Venture Capital

The Burrill family of venture capital funds, with over $500
million under management, includes the Burrill Life Sciences
Capital Fund, the Burrill Biotechnology Capital Fund, the Burrill
Agbio Capital Fund and its successor-the Burrill Agbio Capital
Fund II, and the Burrill Nutraceuticals Capital Fund.

                 Strategic Partnering

Burrill & Company assists life science companies in identifying,
negotiating and closing strategic partnerships between large and
small companies providing access to resources, technologies or
collaborations essential for executing their business plans.

Burrill & Company also works with major life science companies to
spinout internal assets and capitalize on their value, ranging
from the outright sale of products or businesses to creation of
new companies to exploit these assets. Burrill uses its extensive
network to help companies identify, assess and capture ("spin-in")
products and companies strategic to building their businesses.

We have completed more than 25 strategic partnerships with a value
in excess of $1.5 billion.

               Strategic Advisory Services

Burrill & Company works with leaders of life science companies of
all sizes (from start-up to big pharma) on growth strategy with a
focus on how strategic transactions and partnerships can enable
and accelerate the achievement of corporate objectives. We combine
our scientific, business, operations, financial and technical
skill sets within an objective advisory approach. We then work
with our external clients to implement these plans, whether it is
to succeed through an M&A/partnering transaction or a financing,
divestiture or a restructuring.

             Biotech 2004/Burrill Datacenter

Burrill & Company's annual analysis of the "State of the Industry"
has been an important part of the biotech industry's view of
itself over the last 18 years. Biotech 2004-Life Sciences: Back on
Track, is a perspective on where the industry has been and is
going and was released Q1 04. In addition, the newly created
Burrill Datacenter is an online resource for keeping up-to-date
information from the biotech industry at your fingertips,
including updated data from Biotech 2004. To order Biotech 2004 or
to subscribe to the Burrill Datacenter, visit Burrill & Company's
website at www.burrillandco.com or call 415-591-5400.


* Stewart Mortgage Adds Alan Paylor to Form Default Solution Group
------------------------------------------------------------------
C. Alan Paylor, a 25-year veteran of the financial services
industry, has joined Stewart Mortgage Information to form a new
entity offering a full array of default management and technology
solutions supporting the mortgage and the consumer financial
services industries.

"Throughout his career, Alan has produced positive results for
clients across the financial services industry," said Don O'Neill,
chief executive officer, Stewart Mortgage Information. "His long
experience in the cross-sell mortgage marketplace and his track
record with complicated integration projects make Alan an ideal
addition to our senior executive team. I am pleased to have him on
board and look forward to his innovative leadership."

Paylor previously served as general manager of Symetrix Inc., a
company that has specialized in default management for 20 years,
and as regional vice president with Computer Sciences Corp., a
global provider of financial outsourced solutions in their Banking
and Financial Solutions Group.

He has experience with application processing, business
outsourcing and loan servicing within banks, insurance and finance
companies. Paylor also has held business development and sales
positions with Fidelity/ALLTEL AIS and First American Real Estate
Information Services Inc. He received his Juris Doctorate from the
University of West Los Angeles, Calif.

               About Stewart Mortgage Information

Stewart Mortgage Information -- http://smi.stewart.com-- is a  
wholly owned subsidiary of Stewart Information Services Corp.
(NYSE: STC). Incorporated in 1994, SMI is a leading provider of
mortgage information and services that accelerate loan origination
and improve the performance of the post-closing function. SMI
offers its services to lenders based on the life cycle of the loan
process -- from origination through post-closing to servicing.

                       About Stewart

Stewart Information Services Corp. is a technology driven,
strategically competitive, global real estate information company.
Stewart provides title insurance and related information services
through more than 7,500 issuing locations in the United States and
several international markets. Stewart meets the needs of the real
estate and mortgage industries through the delivery of information
services required for settlement using e-commerce. These services
include title reports, flood determinations, document preparation,
property reports and background checks. Stewart also supplies
post-closing services to lenders, automated county clerk land
records, property ownership mapping and GIS for governmental
entities. Stewart provides expertise in tax-deferred exchanges.
More information about Stewart can be found at
http://www.stewart.com/


* BOOK REVIEW: BOARD GAMES - The Changing Shape of Corporate Power
------------------------------------------------------------------
Author:     Arthur Fleischer, Jr.,
            Geoffrey C. Hazard, Jr., and
            Miriam Z. Klipper
Publisher:  Beard Books
Softcover:  248 pages
List Price: $34.95

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt

A ruling by the Delaware Supreme Court on January 29, 1985 was a
wake-up call to directors of U. S. corporations. On this date,
overruling a lower court decision, the Delaware Supreme Court
ruled that the nine board members of Chicago company Trans Union
Corporation were "guilty of breaching their duty to the company's
shareholders." What the board members had done was agree to sell
Trans Union without a satisfactory review of its value. The guilty
board members were ordered by the Court to pay "the difference
between the per share selling price and the 'real' market value of
the company's shares."

Needless to say, the nine Trans Union directors were shocked at
the guilt verdict and the punishment. The chairman of the board,
Jerome Van Gorkom, was a lawyer and a CPA who was also a board
member of other large, respected corporations. For the most part,
it was he who had put together the terms of the potential sale,
including setting value of the company's stock at $55.00 even
though it was trading at about $38.00 per share. News of the
possible sale immediately drove the stock up to $51.50 per share,
and was commented on favorably in a "New York Times" business
article. Still, Van Gorkom and the other directors were found
guilty of breaching their duty, and ordered by Delaware's highest
court to pay a sum to injured parties that would be financially
ruinous. This was clearly more than board members of the Trans
Union Corporation or any other corporation had ever bargained for.
It was more than board members had ever conceived was possible
without evidence of fraud or graft.

The three authors are all attorneys who have worked at the highest
levels of the legal field, business, and government. Fleischer is
the senior partner of the law firm Fried, Frank, Harris, Schriver
& Jacobson at the head of its mergers and acquisitions department.
He's also the author of the textbook "Takeover Defenses" which is
in its 6th edition. Hazard is a Professor of Law and former
reporter for the American Bar Association's special committee on
the lawyers' ethics code; while Klipper has been a New York
assistant district attorney prosecuting corporate and financial
fraud, and also a corporate attorney on Wall Street. Using the
Trans Union Corporation case as a watershed event for members of
boards of directors, the highly-experienced legal professionals
lay out the new ground rules for board members. In laying out the
circumstances and facts of a number of cases; keen, concise
analyses of these; and finding where and how board members went
wrong, the authors provide guidance for corporate directors, top
executives, and corporate and private business attorneys on
issues, processes, and decisions of critical importance to them.

Household International, Union Carbide, Gelco Corp., Revlon, SCM,
and Freuhauf are other major corporations whose merger-and-
acquisitions activities resulted in court cases that the authors
study to the benefit of readers. The Boards of Directors of these
as well as Trans Union and their positions with other companies
are listed in the appendix. Many other corporations and their
board members are also referred to in the text.

With respect to each of the cases it deals with, BOARD GAMES
outlines the business environment, identifies important
individuals, analyzes decisions, and discusses considerations
regarding laws, government regulations, and corporate practice. In
all of this, however, given the exceptional legal background of
the three authors, the book recurringly brings into the picture
the legalities applying to the activities and decisions of board
members and in many instances, court rulings on these. Passages
from court transcripts are occasionally recorded and commented on.
Elsewhere, legal terms and concepts--e. g., "gross nonattendance"-
-are defined as much as they can be. In one place, the authors
discuss six levels of responsibility for board members from
"assure proper result" through negligence up to fraud. Without
being overly technical, the authors' legal experience and guidance
is continually in the forefront. Needless to say, with this, BOARD
GAMES is a work of importance to board members and others with the
responsibility of overseeing and running corporations in the
present-day, post-Enron business environment where shareholders
and government officials are scrutinizing their behavior and
decisions.

                           *********

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.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

                          *********

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

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

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

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

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

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