TCR_Public/040607.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 7, 2004, Vol. 8, No. 112

                           Headlines

521 EAST 3RD STREET: Case Summary & Largest Unsecured Creditors
6000 SOUTH INDIANA: Case Summary & 20 Largest Unsecured Creditors
ABRAXAS PETROLEUM: Commences 11-1/2% Notes Consent Solicitation
ADELPHIA COMMS: Reports Special Schedules of Liabilities
ACTUANT CORP: Buys Back Additional $32 Million 13% Senior Notes

ADVANCED MEDICAL: S&P Affirms Corporate Credit Rating at BB-
AMERICANA PUBLISHING: Reiterates First Quarter Earnings
AMERIDEBT INC: Files for Chapter 11 Protection in Maryland
AMERIDEBT INC: Case Summary & 11 Largest Unsecured Creditors
ANC RENTAL: Court OKs Demand Letter Settlements Totaling $289,693

ASIA PAYMENT: Ex-Auditors Doubt Going Concern Viability
BEAR ISLAND: S&P Alters Outlook to Stable & Affirms B- Corp Rating
BRALORNE MINING: Ex-Auditors Question Going Concern Viability
CELEBRITY WORLDWIDE: Case Summary & Largest Unsecured Creditors
CONSECO CAPITAL: Fitch Affirms Low Ratings on 6 1994-1 Classes

CORNERSTONE: Files Chapter 11 Petition to Implement Restructuring
CORNERSTONE PROPANE: Case Summary & 55 Unsecured Creditors
CREDIT SUISSE: Fitch Affirms Low Ratings on 6 2003-CK21 Classes
DB COMPANIES: Files for Chapter 11 Protection to Facilitate Sale
ENRON CORPORATION: Objects To Bank Group's $33 Billion Plus Claims

EXABYTE CORP: PWC Declines Re-election as Independent Accountants
FEDERAL-MOGUL: Has Until June 14 to Decide on Nippon Agreements
FLEMING COMPANIES: Intends To Sell Slush Puppie for $918,000
FOOD MANAGEMENT: Case Summary & 27 Largest Unsecured Creditors
GADZOOKS INC: Reports $12.7 Million May 2004 Net Sales

GEO SPECIALTY: U.S. Trustee Appoints 7-Member Creditors' Committee
HAVENS STEEL: 9 Largest Creditors Appointed to Serve Committee
HIGH VOLTAGE: Hires Evercore Restructuring as Financial Advisors
INTERSTATE BAKERIES: Increases Reserve for Workers' Compensation
ITRON INC: Schlumberger Asset Purchase Gets Green Light

JENOSYS ENTERPRISES: Provides Update on Restructuring Developments
KAISER ALUMINUM: Court Gives Go-Ahead to $315 Million Alpart Sale
L&J RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
LANGUAGE LINE: S&P Rates $55 Mil. Senior Discount Notes at CCC+
LEAP WIRELESS: Hires William Freeman as Cricket Communications CEO

LOGISTICS MANAGEMENT: Presents Reorganization Plan to Shareholders
MALAN REALTY: Raises $5.9 Million from Wood River Plaza Sale
MERISANT WORLDWIDE: Amends Tender Offer for 12-1/4% Sr. Notes
METALLURG INC: Missed Interest Payment Spurs S&P's 'D' Ratings
MIKROS SYSTEMS: Beard Miller Replaces Lipman Selznick as Auditors

MJ PAK INC: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: Fitch Assigns Low Ratings to 3 1997-HF1 Classes
NATL CENTURY: NPF XII Subcomittee Modifies Klee Tuchin's Retention
NATIONAL WASTE: U.S. Trustee Names 4-Member Creditors' Committee
NBTY INC.: S&P Affirms Low-B Ratings & Revises Outlook to Stable

NETWORK INSTALLATION: Dismisses Kabani & Company as Accountants
NEW WEATHERVANE: Case Summary & 20 Largest Unsecured Creditors
NUCENTRIX BROADBAND: Completes $51MM+ Asset Sale to Nextel
OWENS CORNING: Lease Decision Period Extended through December 4
PARMALAT GROUP: Prosecutors Sue Ex-BofA Employees Over Scandal

PARMALAT: Capitalia Adopts Plan To Protect Client Investments
PENINSULA CAPITAL: Case Summary & 3 Largest Unsecured Creditors
PENN TREATY: Reorganizes Senior Management Team
PG&E NATIONAL: Court Okays USGEN's Employment of Charles River
QVDS INC: Case Summary & 40 Largest Unsecured Creditors

RCN CORPORATION: Employs Skadden Arps as Bankruptcy Counsel
ROYAL OLYMPIC: Requests More Time to File Form 20F Filing with SEC
SK GLOBAL: Judge Declines Cho Hung's Liquidating Plan Offer
SOLUTIA INC: Calpine to Continue Operating Decatur Energy Center
SPIEGEL GROUP: May 2004 Net Sales Decrease to $109.3 Million

SPRING AIR: Lease-Related Decision Extended through August 19
THOMPSON PRINTING: New Jersey Court Okays Disclosure Statement
TOUCHSTONE: L J Soldinger Replaces Stonefield as Accountant
TRENWICK: Committee Hires Ben Branch as Financial Consultant
UNITED AIRLINES: Court Approves Heidrick's Retention as Consultant

US AIRWAYS: Releases Improved May 2004 Traffic Results
VISKASE COS.: S&P Rates Corp. Credit & Senior Secured Notes  at B-
WATERFORD ON LAKE: US Trustee Unable to Form Creditors Committee
WESTPOINT: Court Extends Exclusive Time to File Plan to July 29
WILSONS THE LEATHER: May 2004 Store Sales Decrease to $16MM

* Foley & Mansfield's Virginia Johnson Elected to FDCC

* BOND PRICING: For the week of June 7 - June 11, 2004

                           *********

521 EAST 3RD STREET: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 521 East 3rd Street, LLC
        521 East 3rd Street
        Mount Vernon, New York 10553

Bankruptcy Case No.: 04-13867

Type of Business: The Debtor is a Fee Owner of industrial
                  building.

Chapter 11 Petition Date: June 4, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Charles E. Simpson, Esq.
                  Windels, Marx, Lane & Mittendorf, LLP
                  156 West 56th Street
                  New York, NY 10019
                  Tel: 212-237-1000
                  Fax: 212-237-1215

Total Assets: $1,301,000

Total Debts:  $1,464,456

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Small Business                Guarantor liability       $280,587
Administration
26 Federal Plaza, Ste. 3108
New York, NY 10278

City of Mount Vernon          Real Property             $150,000

HSBC USA                      Guarantor liability       $133,869

Empire State Development                                 Unknown
Corp.


6000 SOUTH INDIANA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 6000 South Indiana Apartments
        6000 South Indiana Avenue
        Chicago, Illinois 60637

Bankruptcy Case No.: 04-21221

Chapter 11 Petition Date: June 2, 2004

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Barry A. Chatz, Esq.
                  Arnstein & Lehr
                  120 South Riverside Plaza Suite 1200
                  Chicago, IL 60606
                  Tel: 312-876-7100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Federal Income taxes      $510,562
Mall Stop 5010 CHI            due from Estate of
230 S. Dearborn Street        George C. Graham for
Chicago, IL 60604             rental Income from
                              property

Continental Casualty Co.      Judgment against           $36,150
                              estate of general
                              partner of debtor

Internal Revenue Service      Income tax due from        $14,102
                              Estate of George C.
                              Graham from rental
                              property

Internal Revenue Service      Income tax due from        $13,000
                              Estate of George C.
                              Graham

Marke Plumbing, Inc.                                     $11,088

BGK Security Services                                     $5,573

Ted'

DuMore                                                    $2,018

Brown & Son Landscaping                                   $1,893

Galewood                                                  $1,500

Hopkins Mid American J.V.                                   $917

The Home Depot Supply                                       $717

National Waste                                              $756

Reliable Office Supplies                                    $383

SBC                                                         $279

Clover Locksmiths                                           $221

Miller Laundry Systems                                      $137

PeachTree Business Products                                  $63

Ice Mountain                                                 $38

6000 South Indiana LLC        Lawsuit against            Unknown
                              Estate of George C.
                              Graham, Case No.
                              03 CH 02311


ABRAXAS PETROLEUM: Commences 11-1/2% Notes Consent Solicitation
---------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) announced the
commencement of a consent solicitation relating to its 11-1/2%
Secured Notes due May of 2007. The record date for the Consent
Solicitation is May 3, 2004. As of the record date there was
approximately $128 million aggregate principal amount of the notes
outstanding. Abraxas is soliciting consents to modify the covenant
currently limiting the Company to $10 million per year in capital
expenditures. Assuming holders of a majority of the principal
amount of the notes consent, capital expenditures will instead be
limited so that the ratio of the Company's consolidated EBITDA to
the sum of the Company's consolidated cash interest expense plus
its capital expenditures minus the net proceeds the Company
receives from certain qualifying equity security or subordinated
debt offerings must not be less than 1.0 to 1.0 for any fiscal
year beginning with the fiscal year ending December 31, 2004.

The consent payment to be paid for each consent properly delivered
prior to the expiration of the consent solicitation will be $10 in
cash for each $1,000 principal amount of notes. If consents
received from Holders exceed the majority consent requirement,
Abraxas will pay the consent payment on a pro rata basis. Holders
of notes who do not consent will not be eligible to receive the
consent payment. The consent solicitation will be open until 5:00
p.m., New York City time, on Monday, June 14, 2004, unless
terminated or extended by Abraxas in its sole discretion.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consent with respect to
any securities. The consent solicitation is being made solely by a
Consent Solicitation Statement dated June 3, 2004.

Guggenheim Capital Markets, LLC is serving as Solicitation Agent
in connection with the consent solicitation. Questions regarding
the terms of the consent solicitation may be directed to the
Solicitation Agent at 212-381-7500. Global Bondholder Services
Corporation is serving as Tabulation Agent and Information Agent
in connection with the consent solicitation. Questions regarding
the delivery procedures for the consents and requests for
additional copies of the consent solicitation statement or related
documents may be directed to the Information Agent at
212-430-3774.

                        About the Company

Abraxas Petroleum Corporation is a San Antonio-based crude oil and
natural gas exploitation and production company. The Company
operates in Texas, Wyoming and western Canada.

At March 31, 2004, Abraxas Petroleum Corporation's balance sheet
shows a total stockholders' deficit of $75,828,000 compared to a
deficit of $72,203,000 at December 31, 2003.


ADELPHIA COMMS: Reports Special Schedules of Liabilities
--------------------------------------------------------
The Adelphia Communications (ACOM) Debtors, in supplement their
Schedules of Liabilities, inform the Court that these creditors
hold Unsecured Non-Priority Claims aggregating $57,720,797:

   Creditor                           Amount of Claim
   --------                           ---------------
   Cable News Network, Inc.               $14,307,609
                                              219,432
                                               42,370
                                              513,220
   Cartoon Network, Inc.                    2,278,785
   Turner Classic Movies, LP                2,348,370
   Turner Network Sales, Inc.               9,833,188
                                              300,200
   Turner Network Television, Inc.         27,153,084
   Court TV                                       160
   Discovery Kids -- LA                        40,340
   Encore                                     260,487
   ESPN News                                   66,643
   Game Show Network                           57,955
   Health Network, LLC                         10,759
   Outdoor Life                               213,767
   Starz                                       74,428

In view of the additional amounts, the ACOM Debtors' liabilities
aggregate $7,908,292,270. (Adelphia Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ACTUANT CORP: Buys Back Additional $32 Million 13% Senior Notes
---------------------------------------------------------------
Actuant Corporation (NYSE:ATU) announced that it has repurchased
an additional $32 million of its 13% Senior Subordinated Notes due
2009 at a premium on the open market. This brings the total 13%
Notes repurchased since its August 31, 2003 fiscal year-end to
approximately $81 million. Following the repurchases,
approximately $29 million of the original $200 million 13% Notes
remains outstanding. The Company's Revolving Credit Agreement
provided funding for the purchases.

The recent 13% Notes repurchases will result in a net-of-tax
charge of approximately $6.5 million (or approximately $0.26 per
diluted share) in the third quarter of fiscal 2004, representing
the combination of premiums paid above principal value for the
notes, transaction expenses, and the non-cash write-off of a
portion of capitalized debt issuance costs. The Company will
report its operating results for the quarter ended May 31, 2004 on
Thursday, June 17.

Actuant, headquartered in Milwaukee, Wisconsin, is a diversified
industrial company with operations in more than 20 countries. The
Actuant businesses are leading companies in the highly engineered
position and motion control systems and branded tools and supplies
markets. Products are offered under such established brand names
as Dresco, Enerpac, Gardner Bender, Kopp, Kwikee, Milwaukee
Cylinder, Nielsen Sessions, Power-Packer, and Power Gear.

                         *   *   *

As reported in the Troubled Company Reporter's May 5, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating to the $250 million senior revolving credit facility of
Actuant Corp. (BB/Stable/--). Proceeds from the credit facility,
maturing Feb. 19, 2009, were used to refinance the company's
existing secured revolving credit facility.


ADVANCED MEDICAL: S&P Affirms Corporate Credit Rating at BB-
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured debt ratings and its 'B' subordinated
debt rating on vision care company Advanced Medical Optics Inc.  
The ratings were removed from CreditWatch, where they were placed
April 22, 2004, when AMO announced that it would acquire the
ophthalmic surgical business of Pfizer Inc. for $450 million in
cash. At March 26, 2004, the Santa Ana, California-based company
had approximately $235 million of debt outstanding.

The outlook is stable.

"The rating actions reflect our opinion that the new acquisition
will strengthen AMO's cataract franchise by adding well-
established viscoelastic products, an important line it previously
lacked," said Standard & Poor's credit analyst Jill Unferth. The
acquisition is also expected to strengthen the company's new-
product pipeline, enabling it to offer new refractive intraocular
lenses, and provide AMO with a small foothold in a new market, the
glaucoma device business. All together, these new products should
strengthen AMO's competitive position with surgeons by enabling it
to market a suite of well-established, complementary surgical
products.

Although AMO will incur considerable new debt to fund the
transaction, the company has demonstrated financial discipline in
repaying debt associated with its mid-2002 spin-off from Allergan
Inc. AMO has also successfully taken steps to improve its cost
structure and operating efficiency. Savings generated by these
efforts, together with the operating cash flow generated by AMO's
expanded ophthalmic surgical portfolio, should sufficiently
supplement cash flow from the new product lines to allow the
company to deleverage to pre-acquisition levels within several
quarters.

Santa Ana, California-based Advanced Medical Optics manufactures
ophthalmic devices for refractive and cataract eye surgery. It
also makes products and solutions for contact lens care. The
company's pending acquisition of Pfizer's ophthalmic surgical
business will also give it the well-known Healon line of
viscoelastic products, used in ocular surgery; CeeOn and
Tecnis IOLs, used in cataract surgery; the Baerveldt glaucoma
shunt; as well as manufacturing and R&D facilities in the
Netherlands, Sweden, and India.

Since becoming independent, AMO has strengthened its defense
against changing eye-care technologies and competitive market
factors by launching new and evolved products and honing its
operating efficiency. Since mid-2002, the company has increased
its sales of, and market share in, foldable IOLs, IOL delivery
systems, and phacoemulsification systems. Medium-term sales growth
will likely rest on new iterations of these higher-technology-
content products, new refractive implants, and possible
core-line acquisitions, such as the pending transaction. Contact
lens solutions, particularly the well-entrenched COMPLETE line,
should also generate a relatively stable revenue stream. The
company is expected to realize savings as it further disengages
its R&D and manufacturing assets from Allergan's and strengthens
its internal infrastructure. However, third-party reimbursement
both in the U.S. and overseas remains a critical factor for this
company, owing to its operating concentration in a relatively
narrow range of ophthalmic surgical procedures.


AMERICANA PUBLISHING: Reiterates First Quarter Earnings
-------------------------------------------------------
Americana Publishing, Inc. (OTC Bulletin Board: APBH) announced on
May 13, 2004 that the liquidation through bankruptcy of its wholly
owned subsidiary, Corporate Media Group, Inc., resulted in a
one-time extraordinary gain for this quarter of $2,166,803.

The company has noted that it received negative communications
from various shareholders concerning the listing on the Berlin
Exchange as well as the posting of the financial statements on
Yahoo! Therefore, the company feels it's important to re-release
this first quarter earnings report.

As a result of this extraordinary gain, the Company also announced
first quarter earnings of $466,102.

"These positive developments are a result of a number of business
initiatives taken over the past year," said George Lovato, Jr.,
president and CEO of Americana Publishing.

"These initiatives include reducing overhead, selling off excess
inventories and installing an efficient state-of-the-art
duplication operation. All these actions make our business more
efficient while providing improved customer service.

"Americana had an outstanding first quarter and we anticipate at
current order levels that the second quarter will surpass first
quarter results," said Lovato.

              About Americana Publishing, Inc.

Americana Publishing, Inc. is a vertically integrated multimedia
publishing company whose primary business is publishing and
selling audio books, print books and electronic books in a variety
of genres. Sales of its products are conducted through the
Internet as well as a distribution network of more than 35,000
retail stores, libraries and truck stops. According to the Audio
Publishers Association, annual sales of audio books are nearly $2
billion. Currently 42 million Americans listen to audio books and
58 percent of that group listen to more than two per month.

                      *   *   *

               GOING CONCERN UNCERTAINTY

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


AMERIDEBT INC: Files for Chapter 11 Protection in Maryland
----------------------------------------------------------
AmeriDebt, a non-profit credit counseling organization, announced
that -- in an effort to best serve the interests of its consumer
clients -- it has filed for Chapter 11 protection in the U.S.
Bankruptcy Court in Greenbelt, Maryland.

The filing in no way will impede AmeriDebt's current operations.
AmeriDebt will continue providing credit counseling and debt
management services to all of its existing consumers. Per existing
practices, payments made by AmeriDebt consumers are processed
through a separate trust account that will not be affected by this
filing, and both past and future payments will continue to be
disbursed to creditors on a timely basis.

On June 5, AmeriDebt issued the following statement: "AmeriDebt's
first priority is and always has been serving its consumer
clients. As such, we recognize that the protections afforded by
Chapter 11 are vital for the uninterrupted continuation of these
services. Each day we strive to provide the best quality credit
counseling and debt management services to American consumers, and
we will continue to do so throughout the bankruptcy protection
process."

AmeriDebt announced on November 1, 2003, that it had stopped
enrolling new consumer clients so the organization could focus on
serving the counseling and educational needs of its existing
clients. The agency suspended all television, radio and Internet
outreach aimed at attracting new consumer clients, and the
organization made clear that there would be no interruption in
service to its existing clients.


AMERIDEBT INC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: AmeriDebt, Inc.
        12800 Middlebrook Road
        Germantown, Maryland 20874

Bankruptcy Case No.: 04-23649

Type of Business: The Debtor is a credit counseling company.
                  See http://ameridebt.org/

Chapter 11 Petition Date: June 5, 2004

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Stephen W. Nichols, Esq.
                  Deckelbaum, Ogens, et al.
                  3 Bethesda Metro Center, Suite 200
                  Bethesda, MD 20814
                  Tel: 301-961-9200

Total Assets: $8,387,748

Total Debts:  $12,362,695

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Michael Cass, et al                                   $8,000,000
c/o Macey Chern & Diab
444 North Wells St., Ste 301
Chicago, IL 60610

The Ballenger Group                                   $3,691,362
321 Ballenger Center Dr.
Frederick, MD 21703

Dell Financial                Secured Value:             $54,622
                              $3,000

All Steel                     Secured Value:             $32,846
                              $14,461

Dell Financial                Secured Value:             $30,491
                              $4,500

Zone Telecom                                              $5,268

Suleiman Shihadeh                                         $5,000

John Adams, Jr. & Catherine                               $3,200
Moody

ERC I, LLC                                                $2,960

Thompson West                                               $686

Primus                                                        $4


ANC RENTAL: Court OKs Demand Letter Settlements Totaling $289,693
-----------------------------------------------------------------
Before November 13, 2003, ANC Rental Corporation made demands on
certain entities in respect of payments they made within the
90-day period prior to the Petition Date.  Approximately 189
entities responded to the Debtors' demand letters by agreeing to
settle the Debtors' avoidance claims.  The Settlement Amounts
total $289,693.

The Demand Letter Settlements include:

                                      Amount    Settlement
   Entity                           Demanded        Amount
   ------                           --------    ----------
   Aardvark Windshield Repair         $5,360        $1,295
   Advanced Electronics                7,357         4,782
   Beaman Automotive Group             6,114         3,974
   Business Card Service               4,795         2,398
   Busking Construction, Inc.          6,563         1,500
   New Grace Spinal & Rehab CTR        6,420         3,000
   Northwest Prot Service, Inc.        6,293         1,500
   Pavement Maintenance, Inc.          7,495         4,872
   RMG Investigations, Inc.            4,042         1,415
   Twin City Security, Inc.            7,011         4,557

In exchange for the payments and the waiver of "resulting claims"
based on the payments, the Debtors agreed to compromise its
avoidance claims against all 189 parties.  No adversary
proceedings were filed against the 189 entities based on the
claims.

Joseph Grey, Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, contends that in each of these cases, the amount
demanded was less than $7,500 and is, therefore, relatively
difficult to pursue in a cost-effective manner.  The Debtors have
not begun adversary proceedings to prosecute these claims.  The
limitations period of Section 546 has passed, making further
prosecution of these claims problematic.  Thus, the demand letter
settlements represent the best return available to the Debtors,
their estates and their creditors.

The Court approves the demand letter settlements.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.

Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris,
Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes &
Associates, LLP, and Stevens & Lee, PC, serve as substitute
counsel to represent the debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASIA PAYMENT: Ex-Auditors Doubt Going Concern Viability
-------------------------------------------------------
On April 21, 2004 the accounting firm of Grant Thornton LLP
(Canada) resigned as Asia Payment Systems' independent auditors.
The Company indicates that Grant Thornton resigned because the
Company does not fit the firm's client profile and given the fact
that the Company's developing business will be China based.

The report of Grant Thornton, LLP (Canada) on the Company's
financial statements as of, and for, the years ended December 31,
2002 and 2003 contained an explanatory paragraph wherein Grant
Thornton expressed substantial doubt about Asia Payment Systems'
ability to continue as a going concern.

The Company's Audit Committee has initiated interviews with SEC
qualified certifying accountants in Hong Kong, China to select and
appoint independent auditors for the year ending December 31,
2004.


BEAR ISLAND: S&P Alters Outlook to Stable & Affirms B- Corp Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Bear
Island Paper Co. LLC to stable from negative, and affirmed its
'B-' corporate credit rating on the company.

"The outlook revision reflects Standard & Poor's assessment that
the risk of a meaningful decline in newsprint prices has been
reduced and the expectation that Bear Island's financial profile
and liquidity will improve in the near term as a result of
continued modest increases in average realized newsprint prices,"
said Standard & Poor's credit analyst Dominick D'Ascoli.

The ratings on Ashland, Virgina-based Bear Island reflect a single
product offering, lack of operating and customer diversity, a very
aggressive financial profile, and extremely thin liquidity.
Ratings are currently supported by implicit support from parent
company Brant-Allen Industries Inc. and the positive direction of
newsprint pricing. Bear Island is a small producer of newsprint,
with sales of $106 million for the 12 months ended March 31, 2004.

Despite the general economic recovery in the U.S. in recent
quarters, newsprint demand has experienced little improvement so
far. Moreover, even if the pace of demand recovery accelerates,
the increase would be from very depressed levels. Newsprint prices
have risen $30 per ton in 2004, principally driven by supply
restraint and cost pass-through, but more robust improvement is
unlikely without higher demand.

Bear Island sells newsprint to customers located in close
proximity to its single mill in Virginia. Customer concentration
is high, with the top five customers accounting for 77% of 2003
sales. Customer concentration, combined with a single product
manufactured at one mill, results in a well-below-average business
position. Furthermore, being a nonintegrated producer exposes the
company to volatile raw-material costs.


BRALORNE MINING: Ex-Auditors Question Going Concern Viability
-------------------------------------------------------------
On February 5, 2004, Bralorne Mining Company dismissed Sellers &
Andersen from its position  as he Company's independent
accountants.

The audit report of Sellers & Andersen, on January 10, 2004, for
the year ended November 30,  2003 contained a modification
expressing substantial doubt as to the Company's ability to
continue as a going concern.

The Company's Board of Directors participated in and approved the
decision to change  independent accountants.

On February 5, 2004, Bralorne Mining engaged Madsen & Associates,
CPA's Inc. to audit its  financial statements for the year ended
November 30, 2004.
     

CELEBRITY WORLDWIDE: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Celebrity Worldwide, Inc.
        20 East Sunrise Highway, Suite 202
        Valley Stream, New York 11581

Bankruptcy Case No.: 04-83687

Type of Business: The Debtor is a Publisher of magazines.

Chapter 11 Petition Date: June 2, 2004

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Marc A. Pergament, Esq.
                  Weinberg Gross & Pergament LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: 516-877-2424

Total Assets: $53,504

Total Debts:  $3,204,526

Debtor's 21 Largest Unsecured Creditors:

     Entity                                 Claim Amount
     ------                                 ------------
     RP Donnelley & Sons Company              $1,435,234
     Accounts Receivable Dept.
     120 Donnelley Drive
     
     Glasgow, KY 42141
     Unimac Graphics, Inc.                      $266,769
     350 Michele Place
     Carlstadt, NJ 07072
     
     Quebecor World, Inc.                       $220,000
     Kable News Co.                             $203,918
     Rainbow Designs                            $100,861
     Costello Shea & Gaffney, LLP                $86,000
     Bid Seps, Inc.                              $67,172
     J. Willett Associates                       $58,500
     Phoenix Capital & Management Group          $42,447
     Media Vast, Inc.                            $35,579
     Abelman, Frayne & Schwab                    $35,172
     Robert Colozza                              $34,552
     Solomon, Greene & Ostrow, PC                $27,807
     American Express                            $26,131
     Gerry Images, Inc.                          $23,200
     United Healthcare                           $11,002
     Brian Wood                                  $10,515
     David A. Beale, P.A.                        $10,000
     Extreme Color Technologies, Inc.             $9,700
     Kable Fulfillment Service, Inc.              $9,467
     Dan Peterson Photography                     $9,270


CONSECO CAPITAL: Fitch Affirms Low Ratings on 6 1994-1 Classes
--------------------------------------------------------------
Conseco Capital Management's pass-through certificates, series
1994-1 classes are affirmed by Fitch Ratings as follows:

          --$10.8 million class A-1 'BB'-;
          --$18.6 million class A-2 'BB-';
          --$16.8 million class A-3 'BB-';
          --$9.8 million class B remains at 'CC';
          --$7.8 million class C remains at 'C';
          --$7.8 million class D remains at 'C'.

The affirmations follow Fitch's review of the transaction which
closed in March 1994. As of the April 2004 distribution date, the
pool's aggregate certificate balance has decreased 63.7%, to $71.7
million from $192.1 million at issuance. Of the original 68 loans
in the pool, 31 remain outstanding.

Of the outstanding pool, only 19% of the loans remain to
investment grade tenants. Walmart (12%), Walgreens (3%), and Home
Depot (5%) are the remaining investment grade tenants. Kmart (64%)
and Food Lion (12%), whose parent company is Delhaize, comprise
the majority of the other leases in the pool.

The ratings of credit tenant lease transactions are highly
sensitive to the movements of the corporate credit ratings of the
underlying tenants. The ratings reflect the current credit ratings
of the underlying tenants, and therefore affirmations are
warranted.


CORNERSTONE: Files Chapter 11 Petition to Implement Restructuring
-----------------------------------------------------------------
CornerStone Propane Partners, L.P., the nation's sixth largest
retail propane marketer, announced that it has reached an
agreement with its senior secured creditors to restructure the
Company. To implement the restructuring, Cornerstone filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, together with a Plan of Reorganization that
embodies the terms of the restructuring and is supported by the ad
hoc debtholders' committee. The Chapter 11 filing includes the
Company's wholly-owned U.S. subsidiaries.

"During the past year, we have completed various strategic
initiatives aimed at improving competitiveness, profitability and
cash flow. Our goal is to maximize the value of the Company, and
we believe this financial restructuring is the best alternative
available to achieve this. The fact that we have already reached
an agreement with certain of our lenders, and have filed a Plan of
Reorganization should enable us to emerge from bankruptcy in an
expedited fashion" said Curt Solsvig, Chief Executive Officer.

The Company believes its existing cash position, augmented by the
revenue it will continue to generate, will be more than adequate
to fund ongoing operations during the restructuring process. In
addition, CornerStone has reached an agreement with certain of its
lenders to use cash collateral which, upon Bankruptcy Court
approval, will enable CornerStone to use its cash reserves to fund
the Company's ongoing operations.

Mr. Solsvig emphasized that the restructuring should have no
impact on the Company's ability to fulfill its commitment to
clients, suppliers and employees. It intends to seek the necessary
relief from the Bankruptcy Court to pay for operating business
expenses and believes the Court will approve these requests.

"We expect that our daily operations will continue as usual. Our
suppliers will be paid for all supplies furnished and services
rendered subsequent to the filing and our customers will continue
to receive the same high-quality goods and services they have come
to expect from us," said Solsvig.

Solsvig continued, "We appreciate the ongoing loyalty and support
of our employees. We thank them for their hard work and look
forward to working together to make this restructuring successful
and leading CornerStone towards a stronger, more profitable
future." CornerStone filed its Chapter 11 case in the U.S.
Bankruptcy Court for the Southern District of New York. Details
regarding the case can be obtained at
http://www.nysb.uscourts.gov/ or  
http://www.kccllc.net/cornerstone/  

                    About CornerStone

CornerStone is a Delaware limited partnership. For more
information, visit http://www.cornerstonepropane.com/


CORNERSTONE PROPANE: Case Summary & 55 Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Cornerstone Propane Partners, L.P.
             c/o E&S II LLC
             10 Rockefeller Plaza, Suite 815
             New York, New York 10020

Bankruptcy Case No.: 04-13855

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Cornerstone Propane, L.P.                  04-13856
      Cornerstone Holding Corp.                  04-13857
      Flame, Inc.                                04-13858
      Propane Continental, LLC                   04-13859
      Coast Energy Global Services, LLC          04-13860
      Coast Energy Canada, LLC                   04-13861

Type of Business: The Debtor is the nation's sixth largest
                  retail propane marketer, serving more than
                  440,000 retail propane customers in over 30
                  states.  See http://www.cornerstonepropane.com/

Chapter 11 Petition Date: June 3, 2004

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Matthew Allen Cantor, Esq.
                  Kirkland & Ellis LLP
                  153 East 53rd Street, 39th Floor
                  New York, NY 10022-4675
                  Tel: 212-446-4846
                  Fax: 212-449-4900

Total Assets: $582,455,000

Total Debts:  $692,470,000

A. Cornerstone Propane Partners' 10 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Holders of Cornerstone        Guarantees of notes   $499,737,719
Propane, L.P. Senior Secured  payable
Notes due duly July 31, 2005
July 31, 2009, December 30,
2010, and January 31, 2013
c/o John Stohlman
Patrick Giordano
Bank of New York Trust Co.,
N.A.
600 North Pearl St., Ste 420
Dallas, TX 75201

Teachers Ins. & Annuity       Senior Note            $38,047,397
Association of America
730 Third Avenue
New York, NY 10017-3206

River Run Senior Income       Senior Note            $22,828,437
Fund, LLC
c/o River Run Management LLC
Attn: Ian Wallace or Heather
Broome
340 Madison Avenue; 24th Fl.
New York, NY 10017

Nationwide Life Insurance     Senior Note             $7,609,479
Company
Attn: Corporate Fixed-Income
Securities Nationwide Life
Insurance Co.
One Nationwide Plaza
(1-33-07)
Columbus, OH 43215-2220

Richard D. Nye                Settlement                $200,000

T.E. Thompson (Wilford        Real Property Lease        Unknown
Realty Company, Inc.

Noah H. Key                   Real Property Leases       Unknown

Wayne and Donna Fietzek       Real Property Lease        Unknown

O'Connell Family Partnership  Real Property Lease        Unknown
And Melehan Family
Partnership LP (JPP
Investments - managing
Property

R&R Beau Holdings (Bob &      Real Property Lease        Unknown
Lorraine Roy)

B. Cornerstone Propane, L.P.'s 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Holders of Cornerstone        Guarantees of notes   $494,778,233
Propane, L.P. Senior Secured  payable
Notes due duly July 31, 2005
July 31, 2009, December 30,
2010, and January 31, 2013
c/o John Stohlman
Patrick Giordano
Bank of New York Trust Co.,
N.A.
600 North Pearl St., Ste 420
Dallas, TX 75201

SYN Inc.                      Loans                  $26,311,450
c/o 3101 S. Bishop Jones
Place
Sioux Falls, SD 57103

Northwestern Corporation      Intercompany advances  $23,291,535
125 S. Dakota Ave.
Sioux Falls, SD 57104

Searcy County LP Gas          Non-compete               $455,929
750 Spring St.
Marshall, AR 72650

Daniele & Rogers              Non-compete               $231,144

David Duffy                   Non-compete               $225,857

Tri County Bottled Gas        Non-compete               $222,222

Richard Schatz                Non-compete               $184,079

Al Kingsley                   Non-compete               $179,672

Pedley Gas, Inc.              Note Payable              $167,281

ConocoPhilips                 Trade debt                $165,151

Richard Dietrich              Non-compete               $161,801

Deloitte & Touche             Trade debt                $118,500

Daniel Newell                 Director fees              $99,000

Cabot Propane, Inc.           Non-compete                $70,422

Enron                         Trade Debt                 Unknown

Duke Energy NGL Services      Trade Debt                 Unknown

Union Pacific Railroad Co.    Trade Debt                 Unknown

Ultramar Diamond Shamrock     Trade Debt                 Unknown
Corporation

Compton Petroleum Corp.       Trade Debt                 Unknown

Markwest Hydrocarbons, Inc.   Trade Debt                 Unknown

C. Cornerstone Continental's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Holders of Cornerstone        Guarantees of notes   $494,778,233
Propane, L.P. Senior Secured  payable
Notes due duly July 31, 2005
July 31, 2009, December 30,
2010, and January 31, 2013
c/o John Stohlman
Patrick Giordano
Bank of New York Trust Co.,
N.A.
600 North Pearl St., Ste 420
Dallas, TX 75201

Henry Demers                  Note Payable              $460,684
5328 Southwest 9th Place
Cape Coral, FL 33914

Ray Murray Inc.               Trade debt                  $7,070

Long Island Wholesalers       Trade debt                  $5,923

F.W. Webb Co.                 Trade debt                  $4,264

Central Islip Plumbing        Trade debt                  $4,026
Supply Inc.

Coastline Freight & Charter   Trade debt                  $3,167
Inc.

Tarantin Tank & Eqpt. Co.,    Trade debt                  $3,100
Inc.

Security Supply               Trade debt                  $2,809

L W Tank Repair               Trade debt                  $2,439

R E Michael Co., Inc.         Trade debt                  $2,407

Rons Car Clinic Inc.          Trade debt                  $2,365

James C. Greer                Trade debt                  $2,059

Sid Harvey Industries         Trade debt                  $1,866

Purchase Power                Trade debt                  $1,795

Gilco Trucking & Repair       Trade debt                  $1,523

American Welding & Tank Co.   Trade debt                  $1,512

Bick & Heintz Inc.            Trade debt                  $1,405

Thermo Products               Trade debt                  $1,380

SBC Global Services Inc.      Trade debt                  $1,345

D. Coast Energy Global Services' 1 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Holders of Cornerstone        Guarantees of notes   $494,778,233
Propane, L.P. Senior Secured  payable
Notes due duly July 31, 2005
July 31, 2009, December 30,
2010, and January 31, 2013
c/o John Stohlman
Patrick Giordano
Bank of New York Trust Co.,
N.A.
600 North Pearl St., Ste 420
Dallas, TX 75201

E. Coast Energy Canada's 1 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Holders of Cornerstone        Guarantees of notes   $494,778,233
Propane, L.P. Senior Secured  payable
Notes due duly July 31, 2005
July 31, 2009, December 30,
2010, and January 31, 2013
c/o John Stohlman
Patrick Giordano
Bank of New York Trust Co.,
N.A.
600 North Pearl St., Ste 420
Dallas, TX 75201

F. Flame, Inc.'s 1 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Holders of Cornerstone        Guarantees of notes   $494,778,233
Propane, L.P. Senior Secured  payable
Notes due duly July 31, 2005
July 31, 2009, December 30,
2010, and January 31, 2013
c/o John Stohlman
Patrick Giordano
Bank of New York Trust Co.,
N.A.
600 North Pearl St., Ste 420
Dallas, TX 75201

G. Cornerstone Holding Corp.'s 1 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Holders of Cornerstone        Guarantees of notes   $494,778,233
Propane, L.P. Senior Secured  payable
Notes due duly July 31, 2005
July 31, 2009, December 30,
2010, and January 31, 2013
c/o John Stohlman
Patrick Giordano
Bank of New York Trust Co.,
N.A.
600 North Pearl St., Ste 420
Dallas, TX 75201


CREDIT SUISSE: Fitch Affirms Low Ratings on 6 2003-CK21 Classes
---------------------------------------------------------------
Credit Suisse First Boston's commercial mortgage pass-through
certificates, series 2003-CK21, are affirmed by Fitch Ratings as
follows:

               --$92.7 million class A-1 'AAA';
               --$196 million class A-2 'AAA';
               --$109 million class A-3 'AAA';
               --$364.3 million class A-4 'AAA';
               --Interest-only class A-X 'AAA';
               --Interest-only class A-SP 'AAA';
               --$32.1 million class B 'AA';
               --$12.4 million class C 'AA-';
               --$29.6 million class D 'A';
               --$12.4 million class E 'A-';
               --$12.4 million class F 'BBB+';
               --$3.6 million class GLC 'BBB+';
               --$19.8 million class G 'BBB';
               --$14.8 million class H 'BBB-';
               --$17.3 million class J 'BB+';
               --$17.3 million class K 'BB';
               --$4.9 million class L 'BB-';
               --$13.6 million class M 'B+';
               --$6.2 million class N 'B';
               --$4.9 million class O 'B-'.

Fitch does not rate the $17.3 million class P or $15 million class
RCKB certificates.

The rating affirmations follow Fitch's review of the transaction,
which closed in April 2003. As of the May 2004 distribution date,
the pool's aggregate certificate balance has decreased 1.1%, to
$995.5 million from $1.0 billion at issuance. To date, there have
been no loan payoffs or losses.

The largest loan in the pool, Great Lakes Crossing (8.49%)
maintains an investment grade credit assessment. As of year-end
(YE) 2003, occupancy at the property has increased slightly to 92%
from 91% at issuance. The Fitch stressed debt service coverage
ratio has declined slightly to 1.91 times (x) as of YE 2003, from
1.93x at issuance. The Fitch stressed DSCR was calculated using
net cash flow adjusted for market vacancy, capital reserves and
non-cash items, divided by debt service utilizing a stressed
refinance constant of 9.50%.

Currently, there are no loans in special servicing, and one loan
is currently 60-days delinquent. The delinquent loan (.17%) is a
multifamily property located in Elkhart, IN. The property has
experienced a decline in performance since issuance.


DB COMPANIES: Files for Chapter 11 Protection to Facilitate Sale
----------------------------------------------------------------
DB Companies, Inc. announced that the Company and its four active
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the U. S. Bankruptcy Code. DB will continue to
operate its business while in Chapter 11. The petitions were filed
in U. S. Bankruptcy Court in Wilmington, Delaware on June 2, 2004.

In consultation with its financial advisors, the Company has
concluded that the best way to maximize value for its stakeholders
is to pursue a sale of its assets, principally through a planned
public auction of its convenience stores and gas stations. The
Company filed under Chapter 11 to provide an orderly means to
conduct the sale process and to distribute the sale proceeds to
the Company's stakeholders. Under Chapter 11, a company is
protected from its creditors while it continues to operate its
business and negotiates a repayment plan.

DB Companies also announced that, to fund its restructuring and
continuing operations, the Company had cash collateral of
$1.7 million as of the bankruptcy filing. The Company has
requested the Court for authorization to use the cash collateral
to pay vendors, suppliers and other business partners under normal
terms for goods and services they provide during the
reorganization process. In addition, DB Companies will pay its
employees in the usual manner and it expects that their medical,
dental, life insurance, disability, and other benefits will
continue without disruption.

In conjunction with the Company's bankruptcy filing, Mr. Robert
Duffy has been elected by the Company's Board of Directors to
serve as the Company's Chief Restructuring Officer during the
pendency of the Chapter 11 proceeding. Mr. Duffy, 41, is currently
a Senior Managing Director at FTI Consulting (NYSE: FCN - News)
and has been working with the Company during its restructuring
process. Prior to joining FTI in September 2002, Mr. Duffy was a
Partner in the Business Recovery Services Practice of
PricewaterhouseCoopers. Mr. Duffy has over twenty years of
relevant business experience, including over sixteen years of
experience in advising companies as well as their creditor
constituencies in both financial and operational restructurings.

"We very much appreciate the support we've received from our
vendors during this difficult period," said Arthur J. DeBlois,
III, the Company's Chief Executive Officer. "The Company believes
that the planned public auction will maximize the value for all
stakeholders."

The Company operates and franchises a regional chain of "DB Mart"
convenience stores and gas stations in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York. Of the
Company's 149 locations, 72 of the stores are operated directly by
the Company and 77 are franchised to local operators. The Company
also conducts a wholesale operation in motor fuels. The Company
employs approximately 570 people and had 2003 revenues of $176
million.


ENRON CORPORATION: Objects To Bank Group's $33 Billion Plus Claims
------------------------------------------------------------------
On September 24, 2003, the Enron Corporation Debtors filed a
Complaint against Citigroup, Inc., JPMorgan Chase & Co., Canadian
Imperial Bank of Commerce, Barclays, Merrill Lynch & Co., Inc.,
and Deutsche Bank AG, among others.  The Debtors allege that the
Bank Group knowingly participated in a scheme to manipulate and
misstate Enron's financial condition from 1997 to 2001.  The
Complaint seeks to recover certain payments the Bank Group
received as preferential or fraudulent transfers, to equitably
subordinate their claims against the Debtors' estates, to recover
damages, and to disallow, pursuant to Section 502(d) of the
Bankruptcy Code, any claims filed by the Bank Group.

Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP, in New York,  
relates that the Bank Group filed at least 543 Proofs of Claim  
totaling $33,841,074,361.  In addition to the Proofs of Claim,  
certain of the Bank Group may have been listed by the Debtors on  
their Schedules of Assets and Liabilities.  The Debtors have  
reviewed each of the 543 Claims and have determined that each  
Claim has been asserted by the Bank Group under the Complaint.

By this objection, the Debtors ask the Court to disallow, or  
equitably subordinate, the Bank Group's Claims on the grounds set  
forth in the Complaint and in furtherance of the Temporary  
Allowance Order.   

Mr. Ratner contends that the Bank Group should not be permitted  
to vote on the Plan absent the Court's order temporarily allowing  
their Claims for Plan voting purposes. (Enron Bankruptcy News,
Issue No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXABYTE CORP: PWC Declines Re-election as Independent Accountants
------------------------------------------------------------------
On April 16, 2004, Exabyte Corporation received notice from its
independent accountants, PricewaterhouseCoopers LLP, that they
were declining to stand for re-election as the Company's
independent accountants for the fiscal year ending December 31,
2004.

PwC's reports on the Company's financial statements for the past
two fiscal years expressed substantial doubt as to the Company's
ability to continue as a going concern.

Exabyte Corporation (OTCBB: EXBT) provides innovative tape storage
solutions to customers whose top buying criteria is value:
capacity/price, speed, data reliability and ease-of-use. Exabyte,
an industry innovator since 1987, is the recognized value-leader
in tape storage and automation solutions for servers,
workstations, LANs and SANs. With groundbreaking VXA Packet
Technology, the most significant advancement in tape in the last
decade, Exabyte's VXA-2 solutions provide SMB and departmental
users dramatically higher capacity, speed and data reliability at
competitive prices. Exabyte's drives and automation products are
rugged, robust and reliable solutions for users of VXAtape, LTO
and MammothTape. Exabyte has a worldwide network of OEMs,
distributors and resellers that share the Company's commitment to
value and customer service, including partners such as IBM, HP,
Fujitsu Siemens Computers, Apple Computer, Toshiba, Logitec, Acer,
Kontron, Lynx, Bull, Tech Data, CDW, Ingram Micro and Arrow
Electronics. Visit http://www.exabyte.com/for more  
information


FEDERAL-MOGUL: Has Until June 14 to Decide on Nippon Agreements
---------------------------------------------------------------
Pursuant to a Second Stockholders' Agreement dated December 15,
1993, Nippon Piston's interests in AE Goetze were converted into
862 shares of non-voting, non-convertible Class B Common Stock in
AE Goetze.  The Joint Venture Agreement terminated and superseded
the 1987 Stock Purchase Agreement and the 1988 Stockholders
Agreement.  Nippon Piston believes that T&N Industries, Inc.
subsequently acquired Goetze Corporation and AE Goetze.  
Powertrain Systems, a part of the T&N Group, subsequently became
successor-in-interest to AE Goetze.  Later, Powertrain Systems
changed its name to Federal Mogul Piston Rings, Inc.

Under the Joint Venture Agreement, the Board of Directors of AE
Goetze consisted of 5 members, one nominated by Nippon Piston,
and four nominated by AE Goetze.  Goetze elected all of the
directors.  The Joint Venture Agreement provides that the
directors, including the Nippon Piston Director, have continuing
responsibility for the management of Federal-Mogul Piston Rings.  
The Joint Venture Agreement allows Nippon Piston to put its
shares of Federal-Mogul Piston Rings pursuant to certain
restrictions and requirements.  Each of the parties also has
certain continuing restrictions and obligations under the Joint
Venture Agreement for Federal-Mogul Piston Rings' benefit.

The Joint Venture Agreement remains in full force and effect
until either the parties mutually agree to terminate the
agreement or there remains only one shareholder in the joint
venture.

Nippon Piston and Goetze Corporation also entered into a license
agreement dated January 5, 1988, which was partly restated and
replaced by another license agreement on April 22, 1998 among
Nippon Piston, Federal-Mogul Corporation and Powertrain Systems.  
The parties under the Restated License Agreement agreed to
exchange technology for use in the design, manufacture and sale
of piston rings in North America.  Nippon Piston is also required
to provide training and assistance to Federal-Mogul Piston Rings
in North America as well as at Nippon Piston's facilities in
Japan.  To the extent applicable, Nippon Piston is similarly
permitted to seek technical assistance from Federal-Mogul Piston
Rings.

Both parties are also required to make royalty payments to one
another upon the sale of products, which employ the other party's
technology.  In addition, Federal-Mogul Piston Rings is also
required to compensate Nippon Piston for providing technical
resources and marketing support pursuant to the License
Agreement.

The License Agreement can be terminated immediately on the
occurrence of certain events, including:

   (a) any action whereby the result is that neither Nippon      
       Piston nor its affiliate is a stockholder of Powertrain;

   (b) the notice of termination by either party on the failure
       of the other party or any of its Affiliates, within 30
       days after receipt of prior written notice, to remedy a
       material breach of any provision of the License Agreement
       or any other Related Agreement; and

   (c) the assignment or purported assignment, or the granting of
       a security interest or other encumbrance of the License
       Agreement by either party without the written consent of
       the other.

Since the Petition Date, Nippon Piston and the Federal-Mogul
Corporation Debtors have been involved in these disputes.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, asserts that the
decision regarding the assumption or rejection of the two
Agreements should either be denied or deferred until Plan
confirmation.

Mr. O'Neill maintains that the Debtors have much more at stake
from any decision to assume or reject the Agreements.  The
Debtors also require additional time to assess whether the
Agreements should be assumed or rejected in light of the legal
consequences and business ramifications likely to flow from their
ultimate decision.  The issues raised by Nippon should not be
considered in isolation but should be determined in connection
with the adversary proceeding commenced by Nippon, or proceedings
to determine the allowability of Nippon's proofs of claim and
interests.

If the Court fixes any deadline for the assumption or rejection
before plan confirmation, Mr. O'Neill suggests that the deadline
should be set no sooner than 90 days after the hearing date for
several reasons:

   (a) The Debtors need to investigate the consequences of
       assumption or rejection from a legal standpoint;

   (b) The Debtors require certain information from a business
       standpoint to make an informed and sound business
       judgment.  The Debtors require additional time to:

          (1) investigate and determine whether Nippon's
              technology provided to them under the License
              Agreement is being utilized in product lines, parts
              or automotive components, which are being marketed
              currently by the Debtors; and

          (2) verify the present and projected sales volume of
              parts and components utilizing Nippon's technology;

   (c) The Debtors need to investigate the potential consequences
       of rejection of the License Agreement in light of the
       effect of Section 365(n) of the Bankruptcy Code, whether:

          (1) there has been any Federal-Mogul technology
              licensed to Nippon pursuant to the cross-license
              provisions of the License Agreement; and

          (2) the technology falls within the definition of
              intellectual property;

   (d) There will be no prejudice to Nippon if the assumption or
       rejection deadline is deferred for at least 90 days.  
       Nippon waited almost 2 1/2 years to file its request, and
       the request itself contains no allegation of any prejudice
       to Nippon.  Nippon received or will receive all
       postpetition royalty payments to which it is entitled
       under the License Agreement.  Nippon will continue to be
       paid future royalties as they become due under the License
       Agreement pending a final disposition of the Agreements;
       and

   (e) The Debtors are not dilatory in dealing with Nippon's
       Agreements.  The Debtors are parties to over 3,400
       executory contracts and unexpired leases, and have filed
       17 motions to reject burdensome or unnecessary executory
       contracts.  As of April 6, 2004, with only a small number
       of minor exceptions, no executory contracts or unexpired
       leases have been assumed by the Debtors.

Accordingly, the Debtors ask the Court to deny Nippon's request.  
In the alternative, the Debtors ask the Court to fix a deadline
to assume or reject the Stockholders Agreement and the License
Agreement no sooner than 90 days after the hearing of the
request.

                        *     *     *

Judge Lyons gives the Debtors until June 14, 2004 to either
assume or reject the Joint Venture Agreement and the License
Agreement.  Nippon will have 60 days from the date of the
rejection notice to file a claim against the Debtors for all
outstanding amounts owed under the Joint Venture Agreement and
the License Agreement, including any unmatured, contingent, and
unliquidated sums.

In the event that the Debtors assert that either or both of the
agreements are not executory contracts, the Debtors must file a
request returnable before June 14, 2004 for a determination to
the effect.

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


FLEMING COMPANIES: Intends To Sell Slush Puppie for $918,000
------------------------------------------------------------
The Fleming Companies, Inc. intends to sell their Slush Puppie
Business to Andrew M. Head for $918,000, subject to adjustment.  
The Debtors acquired the Slush Puppie Business from Mr. Head as
part of the Debtors' acquisition of Head Distributing Company in
April 2002. The Business is a segment of the Debtors' Fleming
Convenience division.  Slush Puppies are name-brand, frozen
beverages that are particularly popular in the warm weather
months.

Head Distributing currently operates 2,671 pieces of Slush Puppie
and related equipment in convenience stores throughout Florida,
Alabama, Georgia and Tennessee.  Convenience store owners pay
Head Distributing a fee for supplying, maintaining and servicing
the Slush Puppie Equipment in their stores.  Those fees are a
secondary source of income for Head Distributing.

To facilitate its servicing of the Equipment in convenience
stores, Head Distributing maintains five facilities comprising
34,010 square feet.  These facilities house an inventory of
products necessary to maintain the Equipment.  Head Distributing
also employs 26 individuals who service the Equipment on-site in
the convenience stores.

The Debtors have operated the Slush Puppie Business for more than
two years, during which period the Business has failed to produce
an acceptable profit.  Moreover, the Slush Puppie Business is a
poor fit with the Fleming Convenience business model.  Fleming
Convenience's principal business involves the distribution of
consumer-packaged goods and store supplies to the domestic and
Canadian convenience retail industry.  The Slush Puppie Business
operates under a substantially different model.

Fleming Convenience must not only deliver Slush Puppie supplies
to participating convenience stores, but must also service and
maintain the Slush Puppie equipment located in those stores.  In
this way, the Slush Puppie Business diverges from the principal
Fleming Convenience business model, creating logistic and
operational difficulties for the Debtors.

In July 2003, the Debtors decided to sell or otherwise dispose of
the Slush Puppie Business.  At that time, and in light of Mr.
Head's prior ownership of the Slush Puppie Business, the Debtors
approached him to see if he was interested in reacquiring the
business.  Since then, the Debtors and Mr. Head have engaged in
extensive, arm's-length negotiations with regard to the Debtors'
sale of all or part of the Slush Puppie Business.  Time is now of
the essence since a sale of the Slush Puppie Business will
produce the highest and best value if consummated before the
onset of the warm weather season.

                    The Slush Puppie Assets

The assets of the Slush Puppie Business consist of:

       * 2,310 pieces of equipment, of which 2,271 are owned by
         the Debtors.  The Debtors intend to sell the Owned
         Equipment and reject the leases for the remaining
         Equipment;

       * accounts receivable;

       * 3,244 pieces of non-capitalized equipment;

       * inventory;

       * six non-residential real property leases, including
         four dedicated storage facilities located in:

              (1) Jacksonville, Florida,

              (2) Lavergne, Tennessee,

              (3) Jackson, Tennessee, and

              (4) Smyrna, Georgia

         and a fifth facility in Adel, Georgia which serves as
         a dual-purpose storage/sales office facility;

       * 400 pieces of leased equipment; and

       * 22 license agreements with Slush Puppie Corporation
         entitling the Debtors to the exclusive rights to
         market Slush Puppies in various territories.

All related real property leases, except for the Adel lease, all
leases of non-owned equipment, and all Slush Puppie licenses are
to be rejected and are not part of the sale.

                         The Sale Terms

The Debtors and Mr. Head will abide by these terms:

       (1) The purchase price to be paid by Mr. Head for the
           Property will be:

              (i) $594,368 for the Fixed Assets and the
                   Non-Capitalized Equipment; plus

             (ii) 100% of the Debtors' actual acquisition cost of
                  the inventory on the Closing Date; plus

            (iii) 100% of the book value of the Accounts
                  Receivable aged 30 days or less and 50% of
                  the book value of the Accounts Receivable
                  aged more than 30 days, in each case as
                  reflected on the Debtors' balance sheet on
                  the Closing Date.  On the business day before
                  the Closing Date, a physical count of the
                  Inventory will be made by the parties.

       (2) Payment of the Purchase Price:

              (a) Mr. Head will deliver to the Debtors a
                  $91,800 deposit in the form of a certified
                  or cashier's check made out to Core-Mark
                  International, Inc., to be held in escrow
                  until the consummation of the Sale; and

              (b) At Closing, Mr. Head will be required to
                  deliver the balance of the Purchase Price
                  to the Debtors via wire transfer of immediately
                  available funds or by certified or cashiers
                  check.

       (3) If Mr. Head fails to complete the Closing as provided
           in the Asset Purchase Agreement, or otherwise default
           in an material respect under the Asset Purchase
           Agreement, the Debtors will have the right to
           specifically enforce the terms of the Asset Purchase
           Agreement against Mr. Head.

           If the Debtors fail to complete the Closing, or
           otherwise default in any material respect under the
           Asset Purchase Agreement, Mr. Head's sole and
           exclusive remedies will be the right to either:

              (i) specifically enforce the terms of the Asset
                  Purchase Agreement against the Debtors,
                  provided, however, that the Sale Order has been
                  entered; or

             (ii) terminate the Asset Purchase Agreement
                  immediately upon written notice to the Debtors,
                  and receive a full refund of the Deposit.

       (4) The Slush Puppie Assets will be conveyed to Mr. Head
           in "as is, where is" condition, without warranties of
           any kind by the Debtors as to the condition or
           suitability of the Slush Puppie Assets.

       (5) The Closing will take place within five business days
           after the Court approves the Sale.  The Debtors will
           bear the risk of loss or casualty for the Slush Puppie
           Assets prior to the Closing.

       (6) The Debtors will permit Mr. Head and his agents to
           access the Warehouses and use the leased Equipment
           upon reasonable advance notice during normal business
           hours, for the period beginning the date an order is
           entered approving the sale and ending on May 31,
           2004.

       (7) Possession of the Slush Puppie Assets will be
           delivered to Mr. Head at Closing.  As soon as
           reasonably possible after the Closing Date, Mr. Head
           will, at his own expense, remove the Slush Puppie
           Assets from the warehouse located in Adel, Georgia and
           indemnify the Debtors against claims made by any third
           parties in regard to the removal.

       (8) Any relevant non-compete provisions in any agreement
           between Mr. Head and the Debtors will be null and void
           as to the Slush Puppie Business after the sale is
           approved.

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)


FOOD MANAGEMENT: Case Summary & 27 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Food Management Group, LLC
             One Michael Frey Drive
             Eastchester, New York 10709

Bankruptcy Case No.: 04-22880

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Bronx Donut Bakery, Inc.                   04-22883
      KMA-I, Inc.                                04-22890
      KMA-II, Inc.                               04-22891
      KMA-III, Inc.                              04-22892

Type of Business: The Debtor is engaged in the business of
                  managing 24 Dunkin Donuts franchises
                  throughout Westchester and Bronx Counties,
                  and New York City.

Chapter 11 Petition Date: June 1, 2004

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtors' Counsels: Jonathan S. Pasternak, Esq.
                   Joseph Corneau, Esq.
                   Rattet, Pasternak & Gordon Oliver, LLP
                   550 Mamaroneck Avenue, Suite 510
                   Harrison, NY 10528
                   Tel: 914-381-7400
                   Fax: 914-381-7406

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Food Management Group's 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Richard Pu, Esq.                           $472,998
1065 Avenue of the Americas
New York, NY 10018

Stuart B. Ratner, PC                        $22,127

Marcus & Kliegman PC                        $20,000

Certilman Balin                              $3,465

S. Buxbaum & Company, P.C.                   $3,000

CNA Insurance                                  $462

B. KMA-I, Inc.'s 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Dunkin Donuts                               $34,324

Mid-Atlantic DCP                            $14,869

Zurich                                      $12,300

Baskin-Robbins USA, Co.                      $2,390

Allied DomecQ                               Unknown

C. KMA-II, Inc.'s 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Dunkin-Donuts                               $40,779

Mid-Atlantic DCP                            $16,170

Travelers                                   $10,308

Baskin-Robbins USA, Co.                        $319

EcoLab Pest Elimination                        $308

Allied DomecQ                               Unknown

D. KMA-III, Inc.'s 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Dunkin-Donuts                               $41,992

Mid-Atlantic DCP                            $18,224

Travelers                                   $10,385

Zurich                                       $7,063

Baskin-Robbins USA, Co.                        $349

E. Bronx Donut Bakery, Inc.'s 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Mid-Atlantic DCP                            $17,078

CitiCapital                                  $3,244

All State                                    $1,344

All Safe Fire Protection                       $500

EcoLab Pest Elimination                        $286


GADZOOKS INC: Reports $12.7 Million May 2004 Net Sales
------------------------------------------------------
Gadzooks, Inc. (OTC Pink Sheets: GADZQ) announced that sales for
the four weeks of fiscal May ended May 29, 2004 totaled
$12.7 million. Comparable store sales decreased 19.5 percent for
the May period, compared to a 5.1 percent increase for fiscal May
2003.

Total sales for the first 17 weeks of fiscal 2004 were $68.6
million, of which $13.2 million was generated by stores now
closed. Comparable store sales for the Company's current 250 store
base declined 11.5 percent for the 17 weeks ended May 29, 2004.

"We are rapidly approaching the one-year anniversary of our
conversion to an all female concept in July of 2003," said Jerry
Szczepanski, Chairman and Chief Executive Officer. "We continue to
grow our new business and look forward to a true comparison of our
results when we reach the month of July. Our current comparable
store sales results are being significantly impacted by the fact
that the April to June time period of 2003 was used to close out
our mens business. From July 2004 forward, the prior year men's
liquidation will not have an impact on monthly comparable store
sales comparisons."

Dallas-based Gadzooks is a specialty retailer of casual clothing,
accessories and shoes for 16-22 year-old females. May was the
Company's eleventh month as a female-only concept. Gadzooks now
operates 250 stores in 40 states. The Company currently intends to
retain and operate approximately 250 stores in the future;
however, there can be no guarantee that the Company will not
subsequently decide to close any of these stores.

Headquartered in Carrollton, Texas, Gadzooks, Inc.
-- http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18.  The Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486).  Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GEO SPECIALTY: U.S. Trustee Appoints 7-Member Creditors' Committee
------------------------------------------------------------------
The United States Trustee for Region 3 appointed 7 creditors to
serve on an Official Committee of Unsecured Creditors in GEO
Specialty Chemical, Inc.'s Chapter 11 case:

      1. Jeremy Bloomer
         Airlie Opportunity Fund, LP
         115 East Putnam Avenue
         Greenwich, Connecticut 06830
         Tel: 203-661-6200
         Fax: 203-661-0479

      2. E. Cary Holcomb
         Oppenheimer & Co., Inc.
         125 Broad Street
         New York, New York 10004
         Tel: 212-668-5030
         Fax: 212-825-4063

      3. Robert Katz
         Senvest International, LLC
         680 Fifth Avenue, Suite 1300
         New York, New York 10019
         Tel: 212-977-2466
         Fax: 212-489-1248

      4. David Clayton
         Merrill Lynch Investment Managers,
           on behalf of certain funds
         800 Scudders Mill Rd., Area 1B
         Plainsboro, New Jersey 08536
         Tel: 609-282-3001
         Fax: 609-282-2940
      
      5. Richard H. Walker, Jr., Esq.
         South Jersey Gas Company
         1 South Jersey Plaza
         Folsom, New Jersey 08037
         Tel: 609-567-4000 x 4250
         Fax: 609-561-7130

      6. Frank J. Grippo
         Indenture Trustee
         J.P. Morgan Trust Company
         4 New York Plaza
         Floor 15
         New York, New York 10004-2413
         Tel: 212-623-6736
         Fax: 212-623-6624
         
      7. Ronald J. Gumbaz
         Delphi Petroleum, Inc.
         12 Broad Street, 5th Floor
         Red Bank, New jersey 07701
         Tel: 732-741-6642
         Fax: 732-741-6760

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and  
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  The Company filed for chapter 11 protection on March
18, 2004 (Bankr. N.J. Case No. 04-19148). Howard S. Greenberg,
Esq., Morris S. Bauer, Esq., and Stephen Ravin, Esq., at Ravin
Greenberg, PC represent the Debtors in their restructuring
efforts. On September 30, 2003, the Debtors listed total assets of
$264,142,000 and total debts of $215,447,000.


HAVENS STEEL: 9 Largest Creditors Appointed to Serve Committee
--------------------------------------------------------------
The United States Trustee for Region 13 named nine of the largest
unsecured creditors of Havens Steel Company's chapter 11 case to
serve on the Official Committee of Unsecured Creditors:

      1. Alberici Constructors, Inc.
         Hillsdale Fabricators
         2150 Kienlen Avenue
         St. Louis, Missouri 663121
         Telephone: 314-261-2611 ext. 2450
         Telecopier: 314-385-6069
         Email: thess@alberici.com
         Contact: Theresa M. Hess

      2. Adams & Smith, Inc.
         1380 West Center Street
         Lindon, Utah 84042
         Telephone: 801-785-6900
         Telecopier: 801-785-6400
         Email: dorrie@adamsmithinc.com
         Contact: Dorrie Reitano

      3. Nucor-Yamato Steel Co.
         P.O. Box 1228
         Blytheville, Arkansas 72316
         Telephone: 870-762-7111
         Telecopier: 870-762-1130
         Email: kprevost@nucor-yamato.com
         Contact: Keith Prevost

      4. M.C. Painting Corporation
         1195 Haverford Road
         Crum Lynne, Pennsylvania 19022
         Telephone: 610-833-5732/610-238-0880
         Telecopier: 610-833-2583
         Email:mcpainting@comcast.net
         Contact: Evangelos M. Calombaris

      5. Multi-Phase Inc.
         173 Old Beaver Grade Road
         Coraopolis, Pennsylvania 15108
         Telephone: 412-788-9455
         Telecopier: 412-788-9456
         Email: jrosgony@multiphaseinc.com
         Contact: James M. Rosgony
      
      6. Nicholas J. Bouras, Inc.
         P.O. Box 662
         25 DeForest Avenue
         Summit, New Jersey 07901-2154
         Telephone: 908-077-6617
         Telecopier: 908-277-2818
         Email: Garyruckelshaus@bourasinc.com
         Contact: Gary E. Rusckelshaus

      7. Merrill Iron & Steel, Inc.
         900 Alderson St.
         P.O. Box 110
         Schofeild, Wisconsin 54476-1488
         Telephone: 715-355-8924
         Telecopier: 715-355-8444
         Email: mklussendorf@merrilliron.com
         Contact: Michael J. Klussendorf
         
      8. Southeastern Contstruction and Maintenance, Inc.
         1150 Pebbledale Road
         P.O. Box 1055
         Mulberry, Florida 33860
         Telephone: 863-428-1511 ext. 239
         Telecopier: 863-428-1110
         Email: JasonH@Southeasterncon.com
         Contact: Jason Howell

      9. Continental Construction, Inc.
         Derr Steel Erection Company
         13400 Trinity Boulevard
         Euless, TX 76040
         Telephone: 817-571-4044
         Telecopier: 817-571-4544
         Email: bobderr@derrsteel.com
         Contact: Bob Derr

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Kansas City, Missouri, Havens Steel Company --
http://www.havenssteel.com/-- provides design-build services from  
engineering to fabrication and erection to steel management
systems and on-site project management.  The company filed for
chapter 11 protection on March 18, 2004 (Bankr. W.D. Mo. Case No.
04-41574).  Jonathan A. Margolies, Esq., and R. Pete Smith, Esq.,
at McDowell, Rice, Smith & Buchanan represents the Debtors in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $10
million each.


HIGH VOLTAGE: Hires Evercore Restructuring as Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District Of Massachusetts,
Eastern Division gave its stamp of approval to High Voltage
Engineering Corporation to employ Evercore Restructuring L.P. as
its financial advisors.

As financial advisors to the Debtors, Evercore Restructuring will:

   a) assist in the evaluation of the Debtors' businesses and
      prospects;

   b) assist in the development of the Debtors' long-term
      business plan and related financial projections;

   c) assist in the development of financial data and
      presentations to the Debtors' Board of Directors, various
      creditors and other third parties;

   d) analyze the Debtors' financial liquidity and evaluate
      alternatives to improve such liquidity;

   e) analyze various restructuring scenarios and the potential
      impact of the scenarios on the value of the Debtors and
      the recoveries of those stakeholders impacted by any
      restructuring, reorganization and/or recapitalization of
      the Debtors affecting existing or potential debt
      obligations or other claims including, without limitation,
      senior debt, junior debt, trade claims, general unsecured
      claims, etc.;

   f) provide strategic advice with regard to restructuring or
      refinancing the Debtors' Obligations;

   g) evaluate the Debtors' debt capacity and alternative
      capital structures;

   h) participate in negotiations among the Debtors and their
      creditors, suppliers, lessors and other interested parties
      with respect to a Restructuring, an equity investment in
      the Debtors and a possible sale, merger, or other
      disposition of all or a portion of the Debtors or their
      assets;

   i) assist the Debtors in preparing marketing materials in
      conjunction with a possible Transaction, Investment,
      Financing or debtor in possession financing;

   j) assist the Debtors in identifying potential buyers or
      parties in interest to a Transaction and assist in the due
      diligence process;

   k) assist and advise the Debtors concerning the terms,
      conditions and impact of any proposed Transaction;

   l) assist in arranging DIP Financing for the Debtors as
      requested;

   m) testify in court or at depositions in furtherance of a
      Restructuring, Investment, Financing, DIP Financing or
      Transaction; and

   n) provide such other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of a Restructuring, Investment, Financing, DIP Financing
      or Transaction, as requested and mutually agreed.

Evercore Restructuring will receive:

      i) $100,000 per month as an advisory fee;

     ii) a Restructuring Fee equal to 1.0% of the face amount of
         the 10-3/4% Senior Notes Due 2004;

    iii) an Investment Fee equal to 3.0% of aggregate value of any
         Investment;

     iv) a Financing Fee of 1.0% of the total facility size of any
         Financing; and

      v) a Transaction Fee equal to 1.25% of the Consideration
         received in any Sale Transaction.

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.


INTERSTATE BAKERIES: Increases Reserve for Workers' Compensation
----------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC) announced that it has
increased its reserve for workers' compensation during fiscal 2004
with a charge to pretax income of approximately $40 million.

The Company, together with its insurance advisors, determined that
it was necessary to modify the manner in which it was calculating
its estimates of workers compensation reserves, primarily as a
result of increases in the Company's fiscal 2004 actual expenses
associated with workers' compensation claims, particularly in the
state of California, and increases in healthcare costs nationwide.
As a result of this modification, the Company determined that this
increase, which represents an approximately 40% increase in total
reserves for workers' compensation expenses, was required. The
Company is currently reviewing whether all or a part of the charge
relates to the fourth quarter or prior quarters in fiscal 2004. If
the Company determines that all or a portion of the charge should
have been taken in a quarter prior to the fourth quarter, it would
be required to restate its financial statements for such prior
quarters.

On May 27, 2004, the Company amended the leverage and interest
coverage covenants in its senior secured credit facility to
exclude the effect of the additional workers' compensation reserve
of up to $40 million. The Company otherwise would not have been
able to comply with these covenants as of the end of its fiscal
year 2004, which ended on May 29. These financial covenants had
previously been adjusted on May 7, 2004, to provide additional
flexibility for the fourth quarter of 2004. During the first
quarter of fiscal 2005 and thereafter, such covenants will revert
to the levels that were applicable under the facility prior to the
May 7 amendment. The Company is actively exploring options for
refinancing its debt or further amending its senior secured credit
facility to provide additional flexibility during fiscal 2005.
However, there is no assurance that the Company will be successful
in obtaining such refinancing or amendment.

                     About the Company

Interstate Bakeries Corporation is the largest baker and
distributor of fresh baked bread and sweet goods in the U.S. under
various national brand names including Wonder, Hostess and Home
Pride, as well as regional brand names such as Butternut, Dolly
Madison, Drake's and Merita. The Company, with 55 bread and cake
bakeries and more than 1,000 distribution centers located in
strategic markets from coast to coast, is headquartered in Kansas
City, Missouri.


ITRON INC: Schlumberger Asset Purchase Gets Green Light
-------------------------------------------------------
Itron Inc. (Nasdaq:ITRI) announced that the Federal Trade
Commission has terminated the waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection
with Itron's purchase of Schlumberger Limited's electricity
metering products business. This favorable decision from the FTC
means that Itron is now able to move ahead with the remaining
steps to close the acquisition. The acquisition is expected to
close no later than June 30, 2004.

The SEM acquisition includes Schlumberger's electricity meter
manufacturing and sales operations in the United States and the
electricity meter operations of certain foreign affiliates of
Schlumberger in Canada, Mexico, Taiwan and France. The purchase
price for SEM has been adjusted down $7 million to $248 million,
subject to post closing working capital adjustments. The purchase
price, together with related fees and expenses, will be financed
with proceeds from Itron's new $240 million senior secured credit
facility and from a recently completed private placement of $125
million in senior subordinated notes.

"SEM is the market leader in state-of-the art electricity meters,
with a long track record of strong revenue, earnings and cash
flow," said LeRoy Nosbaum, Itron chairman and CEO. "This
acquisition will enable Itron to capitalize on the increasing
demand for electronic meters with integrated AMR functionality and
provides our customers with a more highly integrated suite of
products and a broader, more attractive array of value
propositions."

Nosbaum commented that preliminary estimates indicate the
acquisition of SEM will add between 15 and 25 cents to Itron's
expected pro forma EPS in the second half of 2004 and that the
Company intends to narrow that estimate between now and when it
reports second quarter 2004 results on July 19, 2004. "Now that we
have FTC approval, we can have detailed discussions with SEM about
revenue expectations by customer and other financial matters that
until now, we were not able to have." Pro forma EPS excludes
intangible amortization expenses, restructuring charges and in-
process R&D charges.

However, Nosbaum added that the Company would fall short of
analyst expectations for second quarter earnings partially due to
approximately $1.2 million in net interest expense associated with
the $125 million in financing the Company completed in early May,
that is now in escrow, and an $800,000 write-off of the Company's
remaining minority investment in Lanthorn Technologies, which
ceased operations last week.

Nosbaum added that, the Company is likely to see slightly lower
than expected second quarter revenues due to several AMR orders
that have not yet closed. "We knew coming into 2004 that the first
half of the year would be challenging. While our performance in
the first six months is turning out to be less than we had hoped
for, much of the business that has been delayed remains quite
active in our pipeline. SEM is expected to be more accretive than
we had initially anticipated and our preliminary estimates for
combined financial results in the second half of 2004 reflect
good, strong growth."

As previously disclosed, part of the FTC clearance process
required Itron to license certain of its existing electric meter
module and other AMR technology to a competing third party. Itron
announced that the licensee is Hunt Technologies in Pequot Lakes,
MN and that the licensing agreement will become effective upon
closing of the SEM acquisition.

                         About Itron

Itron is a leading technology provider and critical source of
knowledge to the global energy and water industries. More than
2,800 utilities worldwide rely on Itron technology to deliver the
knowledge they require to optimize the delivery and use of energy
and water. Itron delivers value to its clients by providing
industry-leading solutions for meter data collection, energy
information management, demand side management and response, load
forecasting, analysis and consulting services, transmission and
distribution system design and optimization, web-based workforce
automation, C&I customer care, enterprise and residential energy
management. To know more, start here: http://www.itron.com/

As reported on the Troubled Company Reporter, April 30, 2004
issue, Standard & Poor's Ratings Services assigned its 'B'
subordinated debt rating to Itron Inc.'s $125 million subordinated
debt due 2012 issued under Rule 144A and Regulation S under the
Securities Act of 1933. The proceeds will be used to partially
finance its $255 million acquisition of electricity metering
business, SEM, from Schlumberger Ltd. (A+/Negative/A-1), repay
outstanding indebtedness, and for general corporate purposes.


JENOSYS ENTERPRISES: Provides Update on Restructuring Developments
------------------------------------------------------------------
On November 4, 2003, Jenosys announced that it was commencing
production of its Class II Products and that an initial order of
200 Systems had been received. Subsequently, on December 18, 2003,
Jenosys Technologies Inc, the wholly owned subsidiary, filed an
assignment into bankruptcy under the Bankruptcy and Insolvency
Act. The order for the 200 Systems was with JTI.

The completion of this order for the full 200 Systems was
dependent on Jenosys's ability to generate sufficient revenue from
other products and, if necessary, to utilize the capital markets
and current shareholders to raise additional funds, which they had
done in the past, to facilitate the purchase of all of the
materials to complete the delivery of the Systems. Unfortunately,
Jenosys did not generate sufficient revenues and the company was
not able to raise the required funds, and therefore was unable to
fulfill its commitments and meet its obligations in a timely
manner. JTI was able to complete and deliver 20 of the Systems
prior to December 18, 2004.

KPMG was appointed the trustee for JTI, and all assets of JTI were
realized on and sold to compensate the creditors of JTI.

Jenosys Enterprises Inc, the parent company, has not filed for
assignment into bankruptcy, but its sole assets are the shares of
JTI and the inter-company loans to JTI. Jenosys does not have any
assets, however, it has liabilities of approximately $1,600,000,
which is mainly due to debenture holders ($1,500,000) and a small
number of other creditors.

Jenosys is preparing a plan to settle all outstanding debts with
the issuance of shares from the treasury with the exception of our
current auditor, as they are unable to accept shares of a company
that they audit. After the debt settlements, there will not be any
significant liabilities to Jenosys, and this will allow Jenosys to
pursue new business opportunities.

Mr. Greg Andrews has been appointed a director and President of
Jenosys, and he will be responsible for identifying and pursuing
new business opportunities for Jenosys. Mr. Jean-Pierre Desbiens
has resigned from the board of directors.

Jenosys has been suspended and halted from trading on the TSX
Venture Exchange, pending a company contact and a review of its
business affairs by the TSX. As Jenosys has no operations, the
company will be transferred to the NEX board of the TSX upon
reinstatement of trading.


KAISER ALUMINUM: Court Gives Go-Ahead to $315 Million Alpart Sale
-----------------------------------------------------------------
Kaiser Aluminum said that, in a special hearing that concluded
June 3, the U.S. Bankruptcy Court for the District of Delaware
ruled that the company should proceed with the sale of its
interests in and related to the Alpart alumina refinery in Jamaica
to Hydro Aluminium a.s. in accordance with Hydro's previously
announced exercise of its right of first refusal under the Alpart
partnership agreement.

As disclosed in Kaiser's Form 10-Q for the first quarter of 2004,
the base purchase price is $295 million plus certain adjustments,
which are expected to be in the range of $20 million. The
transaction is expected to result in a gross sales price in the
range of $315 million and a pre-tax gain of approximately $100
million.

The company is currently working with the lenders under the Post-
Petition Credit Agreement for an amendment that would, among other
things, authorize the sale of the company's interests in Alpart
and certain other commodity assets. In the interim, Kaiser
Aluminum has obtained a waiver under this Credit Agreement that,
among other things, permits the sale of the company's interests in
Alpart. The company currently expects that the proceeds from the
sale will be held in escrow pending the completion and approval by
the Court of the amendment to the Credit Agreement and the
Intercompany Agreement.

Based on the Court order, Kaiser intends to proceed expeditiously
toward a closing within the next several weeks. However, no
assurances can be given in this regard.


L&J RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: L&J Restaurant Corporation
        dba Bear Rock Cafe
        1759 Pine Mesa Grove
        Colorado Springs, Colorado 80917

Bankruptcy Case No.: 04-21257

Type of Business: The Debtor operates a franchise restaurant.
                  See http://www.bearrockfoods.com/

Chapter 11 Petition Date: May 24, 2004

Court: District of Colorado (Denver)

Judge:

Debtor's Counsel: Robert M. Duitch, Esq.
                  665 SouthPointe Court, Suite 150
                  Colorado Springs, CO 80906-8839
                  Tel: 719-632-3450
                  Fax: 719-632-0006

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Christofferson Commercial     Leasehold                  $62,243
Builders, Inc.                Improvements- Shops
                              at Briargate

CS Lifestyle Center, LLC      Rent and other             $38,562
                              charges due

Bear Rock Systems, Inc.       Franchise Fees             $30,000

Citadel Crossing Associates,  Rent and other             $26,957
LLP                           charges due

Bank Card Services            Charges for Equipment      $21,445

American Express              Credit charges for         $20,400
                              POS System

US Food Service, Inc.         Merchandise                $19,465

Network Services              Merchandise- Paper         $15,800
                              Products

Young Electric Sign Company   Signage at Citadel         $15,687
                              location

Commissary Operations, Inc.   Merchandise- Food &        $14,000
                              Paper Products

Colorado Dept. of Revenue     Sales Tax                  $13,050

The Gazette                   Advertising                 $7,867

Trane Company                 Equipment for Citadel       $5,929
                              Crossing location

Dan Brubaker                  Construction                $4,150
                              Management

Momentum Printing LLC         Menus                       $2,222

Utica National Insurance      General Liability           $1,856
Group                         Insurance

Colorado Springs Utilities    Utility Services            $1,309

Imaging Technologies          Menu Boards                   $978
Services, Inc.

WTSC Communications           Phone System -                $707
                              Citadel location

Cape Fear Trading, Inc.       Uniforms                      $700


LANGUAGE LINE: S&P Rates $55 Mil. Senior Discount Notes at CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC+' rating to
parent Language Line Holdings Inc.'s $55 million senior discount
notes due 2013.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on Language Line Inc. Pro forma for the transactions,
Monterey, California-based Language Line had total debt plus debt-
like securities outstanding of $618.8 million. The outlook is
stable.

The ratings reflect the price-competitive over-the-phone
interpretation market and Language Line's high debt leverage.
These concerns are only partially mitigated by the company's
dominant share in the niche outsourced-OPI market, a flexible cost
structure, favorable demographic trends, and good discretionary
cash flow.


LEAP WIRELESS: Hires William Freeman as Cricket Communications CEO
------------------------------------------------------------------
Leap Wireless International, Inc., a leading provider of
innovative and value-driven wireless communications services,
announced that William Freeman has been appointed as the Chief
Executive Officer of Leap's operating subsidiary, Cricket
Communications, Inc. In his new role, Freeman will oversee the
corporate and local business operations of Cricket, which provides
wireless service in 39 markets across the country. Additionally,
Freeman will assume a seat on Leap's board of directors when it
emerges from Chapter 11 bankruptcy and will be appointed as CEO of
Leap when court approval has been obtained. Freeman will be
succeeding Harvey P. White as CEO of Leap.

"Cricket Communications is a leading telecommunications company
offering customers products and services that bring value to their
everyday lives," said Mr. Freeman. "I am pleased to assume the
role of CEO and am impressed by the strength of the company's
overall business proposition. With Leap and Cricket nearing
emergence from Chapter 11, I am excited about the company's growth
prospects and bright future. Together, the executive team, the
company's employees and I are dedicated to continue providing
consumers with affordable wireless services. I hope to build
further on the success of the business as it continues to advance
as a leader in the wireless industry."

"I am very confident in the decision to appoint Bill as CEO,"
said, Michael Targoff, a member of Leap's board of directors. "He
brings an extensive portfolio of experience grounded in the
telecommunications industry, and this experience, combined with an
underlying energy to drive the business to its fullest potential,
are ideal traits for a CEO. I believe we have found a great leader
and we are fortunate to have him join the company."

Freeman brings to Cricket nearly 30 years of experience in the
telecommunications industry, including his most recent position as
president of Verizon Public Communications Group, a business unit
of Verizon Communications focused on payphones, prepaid programs,
long distance and other services. As president, Freeman was
responsible for all strategic planning, business development,
marketing, sales, and other functions necessary to support a $600
million nationwide business with a staff of 1,300. Under his
leadership, the Verizon Public Communications Group acquired
several additional business units and won a substantial strategic
partnership as a preferred provider to a major convenience store
chain that was launching a prepaid card business.

Prior to joining Verizon, from 1974 to 2000 Freeman held various
leadership positions at Bell Atlantic Corporation, including
president and CEO of Bell Atlantic, Washington D.C. and of Bell
Atlantic, New Jersey. In these roles, Freeman was responsible for
overall company performance including earnings performance,
customer service levels, regulatory issues, government relations,
customer outreach and philanthropy.

From 1988-1989, Freeman served as a Presidential Exchange Fellow
and worked in the United States General Accounting Office, Trade,
Energy and Finance Group where he developed recommendations by the
U.S. for the economic structure of the European Union, as well as
working on various import and export issues for the administration
and the Senate.

Currently, Freeman sits on the corporate boards of the CIT Group
and Value Added Communications, Inc. Freeman is also active in the
not-for-profit sector, including service as the vice chairman of
the board of trustees of Drew University and as a member of the
board of Junior Achievement Worldwide.

Freeman holds a Bachelor of Arts degree in economics from Drew
University and a Masters of Business Administration in finance and
management from Rutgers University.

                     About Cricket Service

Cricket(R) service is an affordable wireless alternative to
traditional landline service and appeals to customers who want the
most affordable, predictable and best wireless value. With a
commitment to value, predictability and simplicity as the
foundation of its business, Cricket designs and markets wireless
products to meet the needs of everyday people. Cricket(R) service
is available in 39 markets in 20 states across the country
stretching from New York to California. For more information,
please visit http://www.mycricket.com/  

                        About Leap

Headquartered in San Diego, California, Leap Wireless
International Inc. -- whose March 31, 2004 balance sheet shows a
stockholders' deficit of $921,775,000 -- is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wireless(R) service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate.

For more information, visit http://www.leapwireless.com/  


LOGISTICS MANAGEMENT: Presents Reorganization Plan to Shareholders
------------------------------------------------------------------
Logistics Management Resources, Inc. (OTCBB:LMRI), announced its
plan of reorganization to its shareholders.

"The plan" stated Danny L. Pixler, LMRI's current President and
Chief Executive Officer, "is the product of considerable
reflection and, as such, is multi-faceted and comprehensive. It
includes the appointment of Anthony R. Russo, a seasoned financial
services executive who joined our board in January 2003, as
President and Chief Executive Officer, my assumption of the
responsibilities as LMRI's Chairman of the Board, the adoption of
a business development company investment and value added services
model, a change of the Company's corporate name to 'American
Business Corporation', a move to and expansion of the Company's
offices at 477 Madison Avenue, New York, NY, and an increase in
the Company's authorized capital to 500,000,000 common shares to
accommodate the plan's execution."

"We are excited that Mr. Russo has agreed to join our Company and
lead its redirection," stated Pixler, "he brings the creativity
and energy necessary to restoring the Company's access to future
business opportunities. In just the last three weeks of working
together, we have selected a new business model and direction,
acquired our first portfolio company, Hybrid-Systems.com, Inc.,
and called a Special Meeting of Shareholders to be held 10:00 AM
(EDT) on June 17, 2004, at the Company's new offices."

Hybrid-Systems.com, Inc. is a Florida corporation engaged in the
manufacture and sale of specialized computing devices. Hybrid was
acquired for 5,000,000 newly issued shares of the Company's common
stock, subject to reduction based upon the completion of Hybrid's
audited financial statements. When asked to comment on the
announcement, Mr. Russo responded that he "looked forward to
building the Company's next generation of business relationships
and contributing his experience to the commercial opportunities
the Company was already beginning to attract."

Until November 2000, LMRI's principal holdings centered in the
freight transportation services business styled "US Trucking",
when four of its seven units were forced into bankruptcy due to
failing market conditions. LMRI subsequently ceased and disposed
of its remaining three units in 2003 without seeking protection of
the bankruptcy courts, settled substantially all of the claims
that arose from the failed freight transportation business and
focused on its reporting and administrative requirements with a
persistent vision toward acquiring new business opportunities and
redirecting its affairs.

Logistics Management Resources, Inc. -- whose March 31, 2004
balance sheet reports a stockholders' deficit of $17,462,107 -- is
a holding company with its headquarters in Louisville, Kentucky.
The Company's operating revenues are derived from its wholly owned
subsidiary, Interstate University, Inc. a driver training school
headquartered in Evansville, Indiana. The Company continues to
investigate acquisition and merger opportunities.


MALAN REALTY: Raises $5.9 Million from Wood River Plaza Sale
------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust, announced it has sold its Wood River,
Illinois property and completed the redemption of its convertible
subordinated debentures.

Wood River Plaza, located at 1501 Vaughan Road, is a 147,470
square-foot shopping center anchored by Wal-Mart. The purchaser of
the property is Woodriver Partners, LLC. Gross cash proceeds to
Malan from the transaction were approximately $5.9 million, which
were used to pay down debt.

The company completed the redemption of its convertible
subordinated debentures on June 1, 2004. The final aggregate
principal balance of its 9.5 percent Convertible Subordinated
Debentures due July 15, 2004 was $7.1 million. The convertible
subordinated debentures were issued as part of the company's
initial public offering in 1994.

"We are pleased to complete the sale of this property and the
final redemption of the convertible subordinated debentures," said
Jeffrey Lewis, president and chief executive officer of Malan
Realty Investors. "With this sale and debt reduction, we have paid
off approximately $110 million of company debt over the last
year."

Malan Realty Investors, Inc. is continuing to liquidate its assets
and currently expects that no later than August 28, 2004, any then
remaining assets and liabilities will be transferred to a
liquidating trust. Each shareholder of Malan will automatically
become the holder of one unit of beneficial interest in the trust
for each share of Malan common stock, and all outstanding shares
of Malan common stock will automatically be deemed cancelled.
Malan Realty Investors will seek relief for the trust from
registering the units under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and its obligation to file
periodic reports.

Subject to limited exceptions related to transfer by will,
interstate succession or operation of law, the units will not be
transferable nor will a unit holder have authority, opportunity or
power to sell or in any other manner dispose of any units. As a
result, the beneficial interests in the liquidating trust will not
be listed on any securities exchange or quoted on any automated
quotation system of a registered securities association.
Shareholders who may need or wish liquidity with respect to their
company common stock before the liquidating trust makes
liquidating distributions should look into selling their shares
while the common stock is still traded on an established market.

                    About the Company

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In
August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 20
properties located in seven states that contains an aggregate of
approximately 1.3 million square feet of gross leasable area.

                         *   *   *

As reported in the Troubled Company Reporter's May 18, 2004
edition, Malan Realty Investors, Inc. is continuing to liquidate
its assetsand currently expects that no later than August 28,
2004, any then remaining assets and liabilities will be
transferred to a liquidating trust. Each shareholder of Malan will
automatically become the holder of one unit of beneficial interest
in the trust for each share of Malan common stock, and all
outstanding shares of Malan common stock will automatically be
deemed cancelled. Malan Realty Investors, Inc. will seek relief
for the trust from registering the units under Section 12(g) of
the Securities Exchange Act of 1934, as amended, and its
obligation to file periodic reports.


MERISANT WORLDWIDE: Amends Tender Offer for 12-1/4% Sr. Notes
-------------------------------------------------------------
Merisant Worldwide, Inc. (formerly known as Tabletop Holdings,
Inc.) announced that it has amended the terms of its tender offer
for its 12-1/4% Senior Subordinated Discount Notes due 2014 (CUSIP
Nos. 87336NAA9 and U81965AA0). As a result of this amendment, if
the Expiration Date has not occurred prior to August 15, 2004,
holders that have validly tendered their Notes may withdraw such
tendered Notes at any time after 9:00 a.m., New York City time, on
August 15, 2004 and prior to the earlier of the Expiration Date
and 5:00 p.m., New York City time, on August 31, 2004.

Consents validly delivered prior to the Consent Date with respect
to Notes, the tender of which is withdrawn during the Additional
Withdrawal Period, will not as a result of such withdrawal be
revoked and may not otherwise be revoked after the Consent Date.
As a result, assuming that the proposed amendments to the
indenture, which amendments are described in the Offer to Purchase
and Consent Solicitation Statement dated May 20, 2004, become
operative, a holder who chooses to withdraw previously tendered
Notes during the Additional Withdrawal Period will, as of the date
that the Notes are accepted for payment pursuant to the terms of
the offer, hold Notes governed by the amended indenture. The
proposed amendments to the indenture would eliminate substantially
all of the restrictive covenants and certain events of default and
related provisions contained in such indenture.

Merisant Worldwide also announced that it has extended the Consent
Date applicable to its solicitation of consents to the proposed
amendments. The date by which holders may validly deliver consents
has been extended from 5:00 p.m., New York City time, on June 3,
2004 to 5:00 p.m., New York City time, on June 7, 2004, unless
further extended.

Holders that validly tender their Notes and validly deliver a
consent prior to the Consent Date will be entitled to receive the
total consideration. Holders who validly tender their Notes after
the Consent Date but prior to 5:00 p.m., New York City time, on
June 18, 2004, unless extended, will be entitled to receive the
tender offer consideration.

Except as otherwise described above, all terms and conditions of
the tender offer and consent solicitation are unchanged.

Credit Suisse First Boston LLC is the dealer manager for the offer
and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank,
National Association is the depositary in connection with the
offer and solicitation. The offer and solicitation are being made
pursuant to the Offer to Purchase and Consent Solicitation
Statement, dated May 20, 2004, and the related Consent and Letter
of Transmittal, which together set forth the complete terms of the
offer and solicitation. Copies of the Offer to Purchase and
Consent Solicitation Statement and related documents may be
obtained from MacKenzie Partners, Inc. at 212-929-5500. Additional
information concerning the terms of the offer and the solicitation
may be obtained by contacting CSFB at 1-800-820-1653.

                About Merisant Worldwide

Chicago, Illinois-based Merisant Worldwide, through its operating
subsidiary Merisant Co., is a processor, packager, and marketer of
low-calorie tabletop sweeteners, primarily aspartame-based
products.

                        *   *   *

As reported in the Troubled Company Reporter's May 12, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Merisant Worldwide Inc. and its wholly owned subsidiary Merisant
Co. on CreditWatch with negative implications.

This includes Merisant Worldwide's 'B+' corporate credit and its
'B-' senior subordinated debt ratings, and Merisant Co.'s 'B+'
corporate credit, its 'B+' senior secured bank loan, and its 'B-'
senior subordinated debt ratings. Negative implications mean that
the ratings could be affirmed or lowered following the completion
of Standard & Poor's review.

The CreditWatch placement follows Merisant Worldwide's recent S-1
filing with the SEC(filed under Tabletop Holdings) for an initial
public offering of income deposit securities, representing
shares of its common stock and new senior subordinated notes.

"Standard & Poor's believes that the IDS structure, in general,
exhibits an extremely aggressive financial policy. Merisant
Worldwide will have significantly reduced its financial
flexibility given the anticipated high dividend payout rate," said
Standard & Poor's credit analyst David Kang. As a result, the
structure limits the company's ability to weather potential
operating challenges and also reduces the likelihood for future
deleveraging.


METALLURG INC: Missed Interest Payment Spurs S&P's 'D' Ratings
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Metallurg Inc. and its parent Metallurg Holdings Inc. to
'D' from 'CCC-'. Standard & Poor's also lowered the ratings on
Metallurg's 11% senior notes due 2007 and Metallurg Holdings'
12.75% senior discount notes due 2008 to 'D' from 'CC'.

"The downgrade follows the company's announcement that it did not
make the $5.5 million interest payment due June 1, 2004, on the
11% senior notes due 2007," said Standard & Poor's credit analyst
Dominick D'Ascoli. Standard & Poor's believes it is unlikely
payment will be remedied within the 30-day grace period under the
bond indenture and that the default will be general, as Metallurg
is restricted from upstreaming funds to Metallurg Holdings to meet
its July 15, 2004, interest payment to public holders of its
12.75% senior discount notes due 2008.

New York, New York-based Metallurg produces specialty metals,
alloys and metallic chemicals used by manufacturers of steel,
aluminum, and superalloys. Weak demand in the past couple of years
from the global steel and aluminum industries, as well as
significantly reduced demand from major customers in the aerospace
sector has led to lower margins. Reduced margins, combined with an
overleveraged capital structure, have put the company in a
distressed position.


MIKROS SYSTEMS: Beard Miller Replaces Lipman Selznick as Auditors
-----------------------------------------------------------------
On February 17, 2004, Mikros Systems Corporation accepted the
resignation of Lipman, Selznick & Witkowski as the Company's
independent auditors and has engaged the services of Beard Miller
Company LLP as independent auditors.

The change in auditors was effective February 17, 2004.  This
determination was approved by the  Company's Board of Directors.  
Beard Miller Company LLP will audit the financial statements of
the  Company for the fiscal year ending December 31, 2003.
Lipman's prior audit report on the Company's financial statements
for each of the two most recent fiscal years in the period ended
December 31, 2002 contained uncertainty as to the Company's
ability to continue as a going concern.


MJ PAK INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: MJ Pak Inc.
        14352 Ventura Boulevard
        Sherman Oaks, California 91423

Bankruptcy Case No.: 04-13769

Type of Business: The Debtor provides dry cleaning services.

Chapter 11 Petition Date: May 28, 2004

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Michael Jay Berger, Esq.
                  Law Offices of Michael Jay Berger, Esq.
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: 310-271-6223

Total Assets: $30,000

Total Debts:  $664,000

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


MORGAN STANLEY: Fitch Assigns Low Ratings to 3 1997-HF1 Classes
---------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I, Inc.'s commercial
mortgage pass-through certificates, series 1997-HF1 as follows:

          --$9.3 million class E to 'AA+' from 'AA'.

In addition, Fitch affirms the following certificates:

          --$100.9 million class A-2 'AAA';
          --Interest only class X 'AAA';
          --$55.7 million class B 'AAA';
          --$34 million class C 'AAA';
          --$27.8 million class D 'AAA';
          --$41.7 million class F 'BBB-';
          --$4.6 million class G 'BB+';
          --$10.8 million class H 'B'.

The $7.7 million class J remains at 'CCC'. Fitch does not rate the
$4.0 million class K certificates.

The upgrade to class E is the result of increased subordination
levels due to loan payoffs and amortization. As of the May 2004
distribution date, the pool's collateral balance has been reduced
49%, to $296.6 million from $616.4 million at issuance.

Two loans (2.6%) are currently being specially serviced, including
a 60 days delinquent (1.1%) and a 90 days delinquent (1.45%)
loans. The 90 days delinquent loan is secured by a healthcare
property located in East Northport, NY. The special servicer, GMAC
Commercial Mortgage Corp., is currently determining a workout
strategy. The 60 days delinquent loan, secured by a multifamily
property in San Antonio, TX recently transferred to the special
servicer. The special servicer is evaluating options.


NATL CENTURY: NPF XII Subcomittee Modifies Klee Tuchin's Retention
------------------------------------------------------------------
In the National Century Financial Enterprises, Inc. Chapter 11
bankruptcy proceedings, the Official Subcommittee of Noteholders
of NPF XII, Inc., sought and obtained the Court's authority to
modify the retention of Klee Tuchin Bogdanoff & Stern, LLP, as
special conflicts litigation counsel.

The Court authorizes Klee Tuchin to:

   -- investigate and conduct discovery with respect to the
      claims by Credit Suisse First Boston; and

   -- if appropriate, in the NPF XII Subcommittee's judgment,
      file and prosecute the claims against CSFB on behalf of the
      NPF XII estate.

Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy, in
Los Angeles, California, relates that in October 2003, the Court
authorized NPF XII Subcommittee to retain Klee Tuchin to conduct
discovery and file appropriate pleadings in connection with a
proposed settlement of intercompany claims.  At that time, the
NPF XII Subcommittee opposed the Intercompany Settlement in its
then form.

The Debtors and the NPF XII Subcommittee have subsequently agreed
on the form of Intercompany Settlement, currently embodied in the
Debtors' Fourth Amended Joint Liquidation Plan.  Under the
Settlement Agreement and the Plan, all claims and causes of
action that the Debtors hold against CSFB under Chapter 5 of the
Bankruptcy Code, and other applicable laws for the avoidance and
recovery of payments to CSFB are to be assigned to the CSFB
Claims Trust, for the sole benefit of the NPF XII Noteholders.  
The Plan defines the CSFB Payments as "the $75 million in
principal payments and related payments of fees and interest made
by NPF XII in September 2002 to CSFB."

The Plan treats the CSFB Claims differently from other potential
claims or causes of action against CSFB, and claims or causes of
action against other potential defendants.  The CSFB Claims are
being pursued solely for the benefit of the NPF XII Noteholders
who are the sole beneficiaries under the CSFB Claims Trust under
the Plan.

In contrast, the Plan transfers causes of action against other
defendants, as well as other potential claims or causes of action
against CSFB that are not "for the avoidance and recovery of the
CSFB Payments" to the Unencumbered Assets Trust, which will
pursue those claims for the benefit of all unsecured creditors of
the NCFE Debtors in accordance with the Plan.

Accordingly, the engagement of Klee Tuchin is very specific to
the CSFB Payments and CSFB Claims only.  Klee Tuchin and the NPF
XII Subcommittee will not have the authority to provide any
release to CSFB or otherwise involve itself in any claims against
CSFB other than as relate to the CSFB Claims as defined in the
Plan.

David M. Stern, a member of Klee Tuchin, relates that the firm is
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code, and as required by Section 327.

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: U.S. Trustee Names 4-Member Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 3 appointed four creditors to
serve on an Official Committee of Unsecured Creditors in National
Waste Services of Virginia, Inc.'s Chapter 11 case:

      1. General Excavation, Inc.
         Attn: Karen F. Jenkins
         9745 James Madison Highway,
         Warrenton, Virginia 20187
         Phone: 540-439-2202, Fax: 540-439-3795;

      2. Cedar Mountain Stone Corp.
         Attn: Robert F. Lanham
         P.O. Box 12, 10496
         Quarry Dr., Mitchells, Virginia 22729
         Phone: 540-829-7203, Fax: 540-829-5593;

      3. Brett Aggregates, Inc.
         Attn: Mark E. Hills
         4794 Finlay Street, Richmond
         Virginia 23231
         Phone: 804-222-5788, Fax: 804-222-8330; and

      4. Ryan Incorporated Central
         Attn: Matthew J. Ryan
         P.O. Box 206, Janesville
         Wisconsin 53547
         Phone: 608-754-2291, Fax: 608-754-2293.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in 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.


NBTY INC.: S&P Affirms Low-B Ratings & Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on vitamin,
mineral, and supplement manufacturer NBTY Inc. to stable from
negative. At the same time, Standard & Poor's affirmed its 'BB'
corporate credit and senior secured bank loan ratings, as well as
its 'B+' subordinated debt rating on the company.

The outlook revision reflects NBTY's successful integration of the
Rexall Sundown wholesale vitamin business, which it acquired in
July 2003.

"The ratings on NBTY Inc. reflect its moderate debt leverage, its
aggressive growth strategy, and the risk of adverse publicity
about vitamin products on its sales," said Standard & Poor's
credit analyst Martin S. Kounitz. These factors are somewhat
mitigated by the company's strong position and diversified
distribution channels in the VMS industry. The ratings assume that
Bohemia, New York-based NBTY will not make large debt-financed
acquisitions in the intermediate term, but will apply free cash
flow to reduce debt.

The bank loan is rated 'BB', the same as the corporate credit
rating, and has a recovery rating of '3'. This indicates that the
asset values provide lenders with the expectation of meaningful
recovery of principal (50%-80%) in a default scenario.

NBTY is a vertically integrated VMS manufacturer and marketer,
with a strong retail presence in the U.K. The company's vertical
integration and ability to produce low-cost products provide an
advantage by enabling NBTY to price its products competitively.

A three-tiered distribution strategy that includes retail,
wholesale, and direct-response channels provides the company with
diversification and lowers distribution risk. The Rexall
acquisition bolstered the wholesale channel. The firm has
retained and grown shelf space among the food, drug, and mass
merchant retailers that Rexall Sundown serves by improving
formulations and replacing certain items with Nature's Bounty
branded products. However, the market continues to be highly
competitive and fragmented in all distribution channels. As a
result, NBTY has little pricing power.


NETWORK INSTALLATION: Dismisses Kabani & Company as Accountants
---------------------------------------------------------------
On April 29, 2004 the Board of Directors of Network Installation
Corporation dismissed Kabani & Company, Inc. as the Company's
independent accountants and appointed the firm of Rose,  Snyder &
Jacobs, to serve as independent public accountants of the Company
for the fiscal year ending December  31,  2004.

Kabani & Company's report on the Company's consolidated financial
statements for the fiscal  years ended December 31, 2003 and
December 31, 2002 were modified to include an explanatory  
paragraph wherein they expressed substantial doubt about Network
Installation's ability to  continue as a going concern.

               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/


NEW WEATHERVANE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: New Weathervane Retail Corporation
             300 John Downey Drive
             New Britain, Connecticut 06051

Bankruptcy Case No.: 04-11649

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      New Weathervane Real Estate Corp.          04-11650

Type of Business: The Debtor is a Women's specialty retailer.
                  See http://www.wvane.com/

Chapter 11 Petition Date: June 3, 2004

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: William R. Firth, III, Esq.
                  Pepper Hamilton LLP
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19899-1709
                  Tel: 302-777-6500
                  Fax: 302-421-8390

Total Assets: $28,710,000

Total Debts:  $24,576,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fashion Links International Limited      $1,147,657
76 LaSalle Road
West Hartford, CT 06107

CRS Retail Systems                         $339,741
15 Governor Drive
Newburgh, NY 12550

Chain Link Graphix II                      $202,747

Sizzle Beach                               $150,671

Deloitte & Touche LLP                      $146,037

McCoy Ltd.                                 $135,426

United Healthcare Insurance Co.            $119,623

Icici Infotech, Inc.                        $81,858

Schwarz                                     $74,718

Westfarms Mall, LLC                         $73,940

Interiors Ltd.                              $71,235

NSB/STS                                     $56,083

Grunfeld Desiderio Lebowitz                 $55,343

Jump Clothing                               $53,094

4835 Rockaway Center Assoc.                 $52,840

4836 Braintree Property Assoc.              $51,614

4920 Mayflower Emerald Square               $51,546

Fed Ex                                      $49,489

GGP/Homart II LLC-Natick Mall               $48,897

Jones Raphael & Oulundsen Inc.              $48,051


NUCENTRIX BROADBAND: Completes $51MM+ Asset Sale to Nextel
----------------------------------------------------------
Nucentrix Broadband Networks, Inc. (Pink Sheets:NCNXQ), announced
that it has closed the sale of its Federal Communications
Commission licenses and related assets to Nextel Spectrum
Acquisition Corp., a wholly-owned subsidiary of Nextel
Communications Inc. (Nasdaq:NXTL), for $51 million in cash plus
the assumption of certain liabilities.

As previously reported, the sale of assets to Nextel was part of a
joint plan of liquidation confirmed by the U.S. Bankruptcy Court
for the Northern District of Texas on May 3, 2004. Nucentrix
expects that the Plan will become effective on June 10, 2004.
Accordingly, as of 3:00 p.m. on Wednesday, June 9, 2004, Nucentrix
common stock no longer will be available for quotation on the Pink
Sheets Electronic Quotation Service. In addition, as of June 10,
2004, all outstanding shares of Nucentrix common stock will be
canceled and the transfer books for the common stock will be
closed. After payment to creditors of Nucentrix, record holders of
Nucentrix common stock as of June 10, 2004, will be entitled to
receive distributions of remaining net proceeds pursuant to, and
subject to the conditions of, the Plan.

                      About Nucentrix

Nucentrix Broadband Networks, Inc. provides broadband wireless
Internet services using radio spectrum licensed by the Federal
Communications Commission. This spectrum commonly is
referred to as MMDS (Multichannel Multipoint Distribution Service)
and ITFS (Instructional Television Fixed Service). Nucentrix is
the third largest holder of MMDS and ITFS spectrum in the U.S.
Nucentrix holds the rights to an average of approximately 128 MHz
of MMDS and ITFS spectrum, covering over 8 million households in
over 90 primarily medium and small markets across Texas, Oklahoma
and the Midwest. Nucentrix also holds licenses for 20 MHz of WCS
(Wireless Communications Services) spectrum at 2.3 GHz covering
over 2 million households, primarily in Texas.


OWENS CORNING: Lease Decision Period Extended through December 4
----------------------------------------------------------------
Jeremy Ryan, Esq., at Saul Ewing, LLP, in Wilmington, Delaware,
relates that as of the Petition Date, Owens Corning was party to
347 unexpired non-residential real property leases.  The Debtors
have made substantial and consistent progress in evaluating these
leases.

The Debtors rejected 74 leases and assumed, or assumed and
assigned, 23 others.  Taking into account the 81 leases that
expired postpetition, the Debtors are currently party to 169
prepetition non-residential real property leases.  Most of the
Unexpired Leases are for space the Debtors use for conducting the
production, warehousing, distribution, sales, sourcing,
accounting and general administrative functions that comprise
their businesses, and are important assets of their estates.

According to Mr. Ryan, the Debtors had scheduled assets in excess
of $6,000,000,000, employed around 20,000 employees and operated
production and distribution facilities in locations throughout
the country, many of which are located in the leased premises
that are the subject of the Unexpired Leases.  The Debtors'
leased premises are vital to their reorganization efforts and
thus constitute an integral component of their strategic business
plan.  Even if a particular location ultimately is slated for
closure, the Unexpired Lease for the location may contain
favorable terms that would allow the Debtors to assume and assign
the lease for value.

Mr. Ryan believes that given the size and complexity of their
portfolio of Unexpired Leases, the Debtors should not at this
time be compelled to assume substantial, long-term liabilities
under the Unexpired Leases -- potentially creating administrative
expense claims -- or forfeit benefits associated with some
leases, to the detriment of the Debtors' ability to preserve the
going concern value of their business.

Mr. Ryan explains that addressing decisions to assume or reject
prior to the confirmation of their Plan would compel the Debtors
to make premature decisions as to their leases, and would cause
them to run the risks in the assumption of substantial long-term
liabilities or the forfeiture of favorable leases.  More
fundamentally, requiring the Debtors to assume or reject the
Unexpired Leases at this point in their cases may foreclose them
or other parties from pursuing plan modifications or alternative
plan structures that rely on different dispositions of some or
all of the Unexpired Leases than is presently contemplated.  The
Debtors maintain that a result like that would be inconsistent
with the interests of creditors and inappropriate under the
circumstances of their Chapter 11 cases.

The Debtors' Chapter 11 cases additionally have complex inter-
creditor issues, involving numerous competing creditor groups
like bond holders, an unsecured bank group, trade creditors and
those creditors holding "present" and "future" asbestos claims.  
The multiple issues between and among these creditor
constituencies add layers of complexity to the Debtors'
bankruptcy cases.

Consequently, the Court allows the debtor to extend their lease
decision period through and including December 4, 2004, subject to
the rights of each lessor under an Unexpired Lease to ask the
Court to shorten the Extension Period and specify a period of time
in which the Debtors must determine whether to assume or reject an
Unexpired Lease.

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: Prosecutors Sue Ex-BofA Employees Over Scandal
--------------------------------------------------------------
Bank of America Corporation Chief Accounting Officer, Neil A.
Cotty, disclosed in a regulatory filing dated May 7, 2004 with
the Securities and Exchange Commission that the Public
Prosecutor's Office for the Court of Milan, Italy, filed criminal
charges against three former BofA employees, Antonio Luzi, Luis
Moncada, and Luca Sala in connection with the Parmalat scandal.  
The Prosecutor's Office also filed related charges for
administrative liability against BofA in accordance with the
normal rules of criminal procedure.

BofA's activities and certain former or current employees in
Milan are currently being investigated.  BofA, through certain of
its subsidiaries, have provided financial services to Parmalat
and its related entities.

On January 8, 2004, the Italian authorities identified Luca Sala,
a former BofA employee, as a subject of the investigation.  On
March 2, the Italian authorities named three additional employees
in the Milan office as subject to investigation.

On March 18, BofA's counsel in Italy was informed by the Public
Prosecutor's Office for the Court of Milan, Italy, that a request
had been filed with the Court of Milan for an accelerated trial
with respect to BofA for administrative liability arising out of
the actions of several of the bank's former employees who
allegedly committed illegal acts relating to Parmalat.  Messrs.
Luzi, Moncada, and Sala were also the subject of a request for
accelerated trial.  On March 24, the Milan Court rejected those
requests.

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: Capitalia Adopts Plan To Protect Client Investments
-------------------------------------------------------------
Capitalia Group reported that the company's "Investment
Protection Plan" became effective in March 2004.  The plan was
developed to restore customer confidence and protect the
investments made by Group retail customers in corporate bonds
issued by companies that have sought bankruptcy protection,
including Cirio, Parmalat, Giacomelli.  In a press release dated
May 13, 2004, Capitalia reported that 3,796 customers accounting
for less than 0.1% of the Group retail customers were identified.  
Customers will have up until May 15 to accept the protection
provided by Capitalia under the plan.

The cost of the Plan, estimated at about [EUR]41,000,000, was
fully provisioned in the income statement for financial year
2003.  To date, about 83% of the customers have accepted
Capitalia's proposal.

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)   


PENINSULA CAPITAL: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Peninsula Capital Group, Inc.
        895 Embarcadero Drive #210
        El Dorado Hills, California 95762

Bankruptcy Case No.: 04-25405

Type of Business: The Debtor is a Real Estate developer.

Chapter 11 Petition Date: May 25, 2004

Court: Eastern District Of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Todd M. Bailey, Esq.
                  McDonough Holland & Allen PC
                  555 Capitol Mall 9th Floor
                  Sacramento, CA 95814
                  Tel: 916-444-3900

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Howard A. Brown, Jr.          Loans                       $6,000

Lakemont Homes, Inc.          Loans                      Unknown

Foothill Residents for        Lawsuit                    Unknown
Appropriate Land Use


PENN TREATY: Reorganizes Senior Management Team
-----------------------------------------------
Penn Treaty American Corporation (NYSE: PTA) announced the
following changes within its senior management team:

Executive Vice President Cameron Waite, who has held the position
of Chief Financial Officer since joining the Company in May 1996,
will relinquish that role to become Executive Vice President of
Strategic Operations. In this newly created position, Mr. Waite
will focus on the Company's many strategic initiatives, including
the further development of regulatory and statutory affairs,
reinsurance partnerships, and ongoing profitability enhancement
programs. Mr. Waite holds a Bachelor of Arts in Economics from
Dickinson College and a Master of Business Administration from
Lehigh University. Mr. Waite has 21 years of experience in the
financial services industry.

Mark Cloutier, who has served as Vice President and Chief
Accounting Officer since joining the Company in August 2002,
advances to Senior Vice President and Chief Financial Officer.
Mr. Cloutier's primary responsibilities include the Company's
financial operations, financial reporting, internal controls,
treasury functions and facilities management. He will focus
special attention to the ongoing compliance with the provisions of
the newly enacted Sarbanes-Oxley legislation. Mr. Cloutier has
over 20 years of experience in the financial services sector
including 9 years with a Big Four accounting firm. He has an
extensive knowledge of the accounting treatment for long-term care
insurance contracts, public reporting and internal financial
controls. Mr. Cloutier holds a Bachelor of Science in Accounting
from Temple University and is a Certified Public Accountant.

William W. Hunt, President and Chief Executive Officer, stated,
"Properly aligning Penn Treaty's management team with the
Company's goals and objectives is a necessary ingredient for
timely success. Cam has been instrumental in the Company's
financial restructuring over the past three years. His skills and
experience are ideal for his new position as Strategic Operations
Officer; a role that is critical to the elevation of the Company's
position in the marketplace." Mr. Hunt continued, "I am very
confident that Mark will provide strong financial leadership to
the Company. Since joining the Company almost two years ago, Mark
has implemented tighter controls and instilled stronger financial
discipline to our organization. He is a great addition to our
senior leadership team. Penn Treaty has many opportunities ahead
to create value for all of our stakeholders. I am very confident
that Cam and Mark will continue to contribute significantly to our
success."

The Company, through its wholly owned direct and indirect
subsidiaries, Penn Treaty Network America Insurance Company,
American Network Insurance Company, American Independent Network
Insurance Company of New York, Penn Treaty (Bermuda), Ltd., United
Insurance Group Agency, Inc., and Network Insurance Senior
Financial Consultants Company, is primarily engaged in the
underwriting, marketing and sale of individual and group accident
and health insurance products, principally covering long-term
nursing home and home health care.

                     *   *   *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Standard & Poor's Ratings Services assigned its
'CC' subordinated debt rating to Penn Treaty America Corp.'s
(NYSE:PTA) $14 million, 6.25% subordinated convertible notes,
which are due on Oct. 15, 2008.

The notes were issued in a private placement to accredited
investors. The terms of the notes are identical to those of the
company's existing 6.25% subordinated convertible notes due 2008,
except that the newly issued notes may not be converted until
after May 31, 2004, and until shareholder ratification and
approval of the issuance of the notes and the related shares of
common stock is obtained.

                         Ratings List

                  Penn Treaty American Corp.

         Counterparty credit rating      CCC-/Positive/--
         Subordinated debt rating        CC


PG&E NATIONAL: Court Okays USGEN's Employment of Charles River
--------------------------------------------------------------
In the PG&E National Energy Group Inc. Chapter 11 bankruptcy
proceedings, USGen asks the Court to authorize its lead
bankruptcy counsel, Blank Rome, LLP, to employ Charles River
Associates Incorporated as expert consultants

On January 2, 2004, USGen New England, Inc., initiated an
adversary proceeding against Bear Swamp Generating Trust No. 1,
LLC, Bear Swamp Generating Trust No. 2, LLC, Bear Swamp I, LLC,
and Bear Swamp II, LLC, due to several controversies that exist
between them.  The adversary proceeding is currently pending
before the Bankruptcy Court.

The dispute began when USGen sought to reject its uneconomic
leases and related agreements with the Bear Swamp counterparties.  
USGen's obligations under those leases included $44 million in
lease payments in 2004, which necessitated the rejection of the
Bear Swamp leases and related agreements.  The Bear Swamp
counterparties promptly contested USGen's proposed rejection by
filing several objections and discovery requests.  Through
extensive settlement discussions spanning many weeks, USGen
negotiated an interim settlement agreement through which the Bear
Swamp counterparties consented to a rejection of the leases and
related agreements to the extent the Court determines they
constitute a lease rather than a secured financing.

By this application, USGen asks the Court to authorize its lead
bankruptcy counsel, Blank Rome, LLP, to employ Charles River
Associates Incorporated as expert consultants, nunc pro tunc to
April 7, 2004, to provide expert support and analysis with
respect to the Bear Swamp Adversary Proceeding.

John Lucian, Esq., at Blank Rome, LLP, in Baltimore, Maryland,
relates that Charles River is a nationwide consulting firm with
experience and expertise in the discrete field of asset and
enterprise valuation with respect to leveraged leasing, lease
transactions and other aspects of the utility industry.  USGen
believes that Charles River is uniquely able to provide the
necessary services in the most efficient and timely manner.

Charles River, at Blank Rome's request, may also be called on to:

   (a) prepare an expert report or an expert rebuttal report;

   (b) assist in trial preparation including witness interviews
       and depositions;

   (c) testify in depositions or at trial with respect to Charles
       River's expert report; and

   (d) assist in discovery and case analysis.

                         Confidentiality

To the extent that Charles River provides advisory services to
Blank Rome in connection with its consultation, Charles River's
work will be performed at Blank Rome's sole direction, and will
be for the sole and exclusive purpose of assisting Blank Rome in
its representation of USGen.  As a result, Charles River's work
may be integral to Blank Rome's formation of mental impressions
and legal theories, which may, in turn be used in counseling and
in the representation of USGen.  For Charles River to carry out
its responsibilities, it may be necessary for Blank Rome to
disclose its legal analysis as well as other privileged
information and attorney work product to Charles River.

USGen also asks the Court to declare that any writings, analysis,
communications, and mental impressions formed, made, produced, or
created by Charles River in connection with its assistance of
Blank Rome in the Bear Swamp Adversary Proceeding are Blank
Rome's work product in its capacity as USGen's counsel.

According to Mr. Lucian, the confidential and privileged status
of the Charles River Work Product will not be affected by the
fact that Charles River will be compensated entirely by USGen
rather than Blank Rome.

                        Fees and Expenses

USGen will compensate Charles River on an hourly basis and
reimburse any actual and necessary expenses.  Charles River's
hourly rates are:

       President and Vice President           $425 - 750
       Senior Consultants                      350 - 950
       Principals                              375 - 575
       Associate Principals                    340 - 435
       Senior Associates                       290 - 420
       Consulting Associates                   200 - 300
       Associates                              185 - 290
       Analysts                                160 - 185
       Support Staff                           100

Julie R. Solomon, Vice-President of Charles River, assures the
Court that the firm does not have any connection with or hold any
interest adverse to USGen or any party-in-interest.  Ms. Solomon,
however, discloses that Charles River currently provides
consulting services to National Energy & Gas Transmission, Inc.  
Charles River's services for NEG are limited to providing
economic and financial analysis of gas and electric markets, and
its effect on the operation and value of various tolling
agreements.

                          *     *     *

Judge Mannes authorizes the Debtors' counsel, Blank Rome, LLP, to
employ Charles River Associates Incorporated as expert
consultants, nunc pro tunc to April 7, 2004.

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)    


QVDS INC: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: QVDS, Inc.
             6555 Nancy Ridge Drive, Suite 100
             San Diego, California 92121

Bankruptcy Case No.: 04-05003

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Blindsgalore.com, Inc.                     04-05004

Type of Business: The Debtor is engaged in the business of
                  Home Furnishings.  See http://www.qvds.com/

Chapter 11 Petition Date: June 2, 2004

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtors' Counsel: David L. Osias, Esq.
                  Allen Matkins Leck Gamble & Mallory LLP
                  501 West Broadway, 9th Floor
                  San Diego, CA 92101
                  Tel: 619-235-1526
                  Fax: 619-233-1158

                              Total Assets    Total Debts
                              ------------    -----------
QVDS, Inc.                        $627,730     $1,232,660
Blindsgalore.com, Inc.            $399,012     $7,585,007

A. QVDS, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Nancy Ridge Tech. Center      Property lease            $354,557
6350 Nancy Ridge Dr. #106
San Diego, CA 92121

Chase Automotive Finance      Auto lease                 $36,911

Gray Cary Ware & Freidenrich  Services                   $31,860

Mercedes-Benz Credit          Auto lease                 $28,618

Dell Financial Services       equipment lease            $15,056

Geoffrey Parnass              Services                   $14,626

Shaw Binary Systems, Inc.     Trade                      $14,500

Pacific Building Group        Trade                       $9,730

Remx Financial Staffing       Trade                       $6,836

Pitney Bowes, Inc.            Equipment lease             $5,573

Verio, Inc - 20               Trade                       $5,399

Dell Account                  Trade                       $4,804

Kroll Ontrack                 Trade                       $4,450

CDW Computer Centers, Inc.    Trade                       $3,504

T-Mobile                      Trade                       $3,236

Business Office Outfitters    Trade                       $2,177

South Coast Building          Trade                       $2,167
Services

Tele Pacific                  Trade                       $2,138

Staples                       Trade                       $2,076

Wilson, Kevin                 vacation pay                $1,868
                              (terminated
                              employee)

B. Blindsgalore.com, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bali/Spring Window Fashions   Trade                   $2,288,696
PO Box 75002
Charlotte, NC 28275

Elmar                         Trade                     $715,224
601 Davisville Rd
Willow Grove, PA 19090

Paymentech                    Chargebacks               $538,000
4 Northeastern Blvd.
Salem, NH 03079-1952

Google Inc.                   Trade                     $524,429
PO Box 39000
San Francisco, CA 94139-3181

Levolor                       Trade                     $397,154
29 E. Stephenson St.
Freeport, IL 61032

Prestige Window Fashions      Trade                     $311,989
PO Box 307003
Charlotte, NC 28233-3251

M&B/Alta Window Solutions     Trade                     $173,204

Overture Services             Trade                     $160,000

Norman International Inc.     Trade                     $155,214

Microsoft Corp.               Trade                     $149,278

NOVA                          Chargebacks               $100,000

Comfortex                     Trade                      $89,088

California Window Coverings   Trade                      $87,000

Wells Fargo Mastercard-                                  $81,869
(1806)

Timber Bl Timber Blind        Trade                      $70,973

American Express - 32001      Credit card                $69,478
                              Purchases

Knapp, Petersen and Clarke                               $52,362

Market Logic                  Trade                      $49,640

Gulf Coast Window Coverings   Trade                      $47,086

Vista                         Trade                      $45,416


RCN CORPORATION: Employs Skadden Arps as Bankruptcy Counsel
-----------------------------------------------------------
The RCN Corp. Debtors seek the Court's authority to employ
Skadden, Arps, Slate, Meagher & Flom, LLP, as of the Petition
Date, to represent them as their bankruptcy counsel in connection
with the filing of their Chapter 11 petitions and the prosecution
of their Chapter 11 cases.

Deborah M. Royster, RCN Corporation's General Counsel and
Corporate Secretary, relates that Skadden Arps has represented
the Debtors on various matters since September 1997.  This
includes advising the Debtors in connection with general
corporate matters, investments, tax, litigation advice,
securities, debt offerings, real estate and mergers and
acquisitions.

Before September 1997, Skadden Arps represented Commonwealth
Telephone Enterprises, Inc., RCN's former parent, in connection
with its spin-off of RCN.  Beginning in October 2003, Skadden
Arps was retained to assist the Debtors in their current
restructuring efforts by, among other things, advising the
Debtors regarding restructuring matters in general, and preparing
for the potential commencement and prosecution of Chapter 11
cases for the Debtors.

Ms. Royster points out that the Debtors have selected Skadden
Arps as their attorneys because of the firm's prepetition
experience with, and knowledge of the Debtors and their
businesses, as well as Skadden Arps' experience and knowledge in
the field of debtors' and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.  The
Debtors submit that continued representation by Skadden Arps is
critical to the success of their reorganization because the firm
is uniquely familiar with their business and legal affairs.

Specifically, Skadden Arps will be:

   (a) advising the Debtors with respect to corporate
       transactions and corporate governance;

   (b) advising the Debtors with respect to their powers and
       duties as debtors-in-possession in the continued
       management and operation of their businesses and
       properties;

   (c) negotiating and reviewing appropriate documents, and
       preparing any agreements with creditors, equity holders
       and investors;

   (d) reviewing and preparing pleadings, making court
       appearances and taking other actions as are deemed
       necessary and desirable;

   (e) advising and consulting on the conduct of the cases,
       including all of the legal and administrative requirements
       of operating in Chapter 11;

   (f) initiating, prosecuting or defending litigation that may
       arise during the course of the cases, as to which there is
       no disqualifying conflict;

   (g) negotiating and preparing, on the Debtors' behalf, a plan
       of reorganization, disclosure statement and all related
       agreements and documents and take any necessary action on
       the Debtors' behalf to obtain confirmation and
       consummation of the plan; and

   (h) performing all other necessary legal services and
       providing all other necessary legal advice to the Debtors
       in connection with these Chapter 11 cases.

Pursuant to the October 7, 2003 Engagement Agreement between the
parties, Skadden Arps will apply to the Court for compensation
and reimbursement of expenses.  The Debtors and their non-debtor
affiliates paid Skadden Arps a $500,000 replenishing retainer for
professional services and expenses, which was increased to
$1,491,882 pursuant to a letter dated January 24, 2004.  
Virtually the entire Retainer remains available as a retainer for
application against future services.

Skadden Arps and the Debtors have agreed that Skadden Arps'
bundled rate structure will apply to these cases and, therefore,
the firm will not be seeking to be separately compensated for
certain staff, clerical and resource charges.  Currently, the
hourly rates under the bundled rate structure are:

     partners and of-counsel               $495 - 760
     associates                             280 - 485
     legal assistants and support staff      80 - 195

The hourly rates are subject to periodic increases in the normal
course of the firm's business, often due to the increased
experience of a particular professional.

Skadden Arps anticipates performing services on behalf of both
the Debtors and their non-debtor affiliates.  Services performed
exclusively for the Debtors will be reflected in fee applications
filed with the Court.  Services performed exclusively for non-
debtor affiliates will be billed directly to the non-debtor
affiliates, will not be billed to the estates, and therefore will
not be reflected in fee applications filed with the Court.  In
circumstances where services are rendered to both Debtors and
non-debtor affiliates which are for the benefit of both -- like
services in respect of restructuring the Senior Credit Facility
-- Skadden Arps will allocate a proportional amount of its fees
and expenses for the services to the non-debtor entities, and
will only seek payment from the estates of that portion allocated
to the Debtors.

Consistent with the firm's policy with respect to its other
clients, Skadden Arps will continue to charge the Debtors for all
other services provided and for other charges and disbursements
incurred in the rendition of services.  These charges and
disbursements include, among other things, costs for telephone
charges, photocopying, travel, business meals, computerized
research, messengers, couriers, postage, witness fees and other
fees related to trials and hearings.  Charges and disbursements
are invoiced pursuant to Skadden Arps' Policy Statement
Concerning Charges and Disbursements Under Standard Bundled Rate
Structure.

Before the Petition Date, Skadden Arps submitted invoices to the
Debtors and their non-debtor affiliates on a regular, periodic
basis, for professional fees and expenses, including estimated
unposted professional fees and expenses.

A year before the Petition Date, in the ordinary course of
business, the Debtors and their non-debtor affiliates paid
$9,947,774 for services rendered -- including an estimate of
services rendered through the Petition Date -- of
which $8,568,609 was related to restructuring activities, and as
reimbursement for charges and disbursements.  This amount
includes payments for advice in connection with general corporate
matters, investments, tax, litigation, securities, debt
offerings, real estate, mergers and acquisitions and services
rendered in contemplation of or in connection with these Chapter
11 cases.

As promptly as practicable after all fees and charges accrued
prior to the Petition Date have been finally posted, Skadden Arps
will issue a final billing statement for the actual fees, charges
and disbursements for the period prior to the Petition Date.  The
Final Billed Amount will be paid from amounts presently held by
Skadden Arps and any balance will be held as a postpetition
retainer to be applied against any unpaid fees and expenses
approved by the Court with respect to Skadden Arps' final
fee application in these cases or otherwise held as a retainer to
be applied against any unpaid fees and expenses of non-debtor
affiliates, in accordance with the Engagement Agreement.

In the Engagement Agreement, Skadden Arps specifically disclosed
to the Debtors that the firm may have represented or may
currently represent creditors or other interested parties in
matters unrelated to the Debtors, and intends to continue to
represent the third parties in the future.  Pursuant to the
Engagement Agreement, the Debtors agreed that Skadden Arps'
representation of the Debtors would not be used as a basis for
disqualifying the firm from representing another client of the
firm in any particular matter vis-a-vis any other third party.

Jay M. Goffman, Esq., a partner at Skadden Arps, assures the
Court that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code, and does not
hold or represent any interest adverse to the Debtors' estates.

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)    


ROYAL OLYMPIC: Requests More Time to File Form 20F Filing with SEC
------------------------------------------------------------------
Royal Olympic Cruise Lines (Nasdaq: ROCLF) announced that it has
filed a request with the Securities and Exchange Commission for an
extension for filing its Form 20-F for 2003.

As previously reported, some of the Company's subsidiaries are
under Section 45 protection in Greece.  The Company has until 28
August 2004 to develop a restructuring plan acceptable to its
lenders, after which the legal protection of Section 45 will
expire.  At this time, the Company has not obtained the financing
necessary for it to continue in operation.  Discussions with the
Company's lenders are ongoing.  However, the Company can offer no
assurance that these discussions will be successful.


SK GLOBAL: Judge Declines Cho Hung's Liquidating Plan Offer
-----------------------------------------------------------
On behalf of Cho Hung Bank, New York Branch, Stephen B. Selbst,
Esq., at McDermott, Will & Emery, in New York, argues that there
is no reason why SK Global America Inc. plan of reorganization
needs to be delayed further.

"The Debtor has ceased operations and has already begun a
liquidation.  Its remaining non-cash assets consist principally
of accounts receivables and inventory.  The Debtor admits it is
in the process of collecting these accounts receivables.  Thus,
the only plan that can be confirmed in this case is a liquidating
plan," Mr. Selbst explains.

According to Mr. Selbst, the Debtor's capital structure is not
complex and the number of financial creditors is small.  These
facts belie the Debtor's claim that its Chapter 11 case is large
and complex, calling for additional time to develop a plan of
reorganization.

Cho Hung Bank, the Debtor's senior secured creditor, together
with Korea Exchange Bank, the Debtor's junior secured creditor,
have advised the Debtor that they support the filing of a
liquidating plan that will provide for the payment in full in
cash of Cho Hung's claims and the recognition of KEB's junior
secured status.  Despite this clear statement from the Debtor's
two secured creditors, however, the Debtor has yet to make any
plan proposal to Cho Hung or KEB, instead claiming, as it did in
its request, that it needs additional time for creditor
negotiations.

The Debtor bears the burden of establishing cause with respect to
its request for an extension of exclusivity -- a burden that the
Debtor has not come close to establishing.  Given that the Debtor
is already engaged in the process of liquidation, there is no
reason to delay the filing of a plan.  If exclusivity is
terminated, Cho Hung together with KEB is prepared to file a
liquidating plan for the Debtor, within 30 days.  The Debtor
should not be allowed to continue to use exclusivity to prevent
Cho Hung and KEB from proposing a plan that will give effect to
their relative lien priorities and bring the Chapter 11 case to a
prompt conclusion, Mr. Selbst says.

                        *     *     *

Judge Blackshear declined Cho Hung's offer to file a liquidating
plan for SK Global and granted the Debtor more time to negotiate,
propose and file a chapter 11 plan.  

The Debtor's exclusive period to file a chapter 11 plan is
extended to June 24, 2004, and the company has until August 9,
2004, to solicit acceptances of that plan.(SK Global Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


SOLUTIA INC: Calpine to Continue Operating Decatur Energy Center
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) and Solutia, Inc. recently
negotiated a preliminary settlement agreement, ensuring Calpine's
continued operation of the 690-megawatt Decatur Energy Center
located on Solutia's chemical facility in Decatur, Ala. Solutia
filed for Chapter 11 bankruptcy in December of 2003. The
settlement agreement has been approved by the United States
Bankruptcy Court Southern District of New York.

Calpine also agreed to Solutia's rejection of agreements primarily
related to the supply of power and steam to Solutia. Calpine
retains the option to file claims for damages related to these
agreements with the bankruptcy court.

The Decatur Energy Center began operations in June 2002,
originally providing steam and up to 140 megawatts of electricity
to Solutia. The Decatur plant continues to supply 500 megawatts of
capacity and up to 500 megawatts of on-peak associated energy to
the Tennessee Valley Authority through May 2007.

                        About Calpine

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

                       About Solutia

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.


SPIEGEL GROUP: May 2004 Net Sales Decrease to $109.3 Million
------------------------------------------------------------
The Spiegel Group reported net sales of $109.3 million for the
four weeks ended May 29, 2004, a 28 percent decrease compared to
net sales of $150.9 million for the four weeks ended May 24, 2003.

For the 21 weeks ended May 29, 2004, total sales declined 21
percent to $536.1 million from $680.0 million in the same period
last year.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 7 percent for the four-week period
and 2 percent for the 21-week period ended May 29, 2004, compared
to the same periods last year.

In 2003, net sales for May included $25.5 million in liquidation
sales resulting from the sale and transfer of inventory to an
independent liquidator in conjunction with the closing of 81
stores. Excluding the liquidation sales, the Group's net sales
from retail and outlet stores fell 18 percent for the month
compared to the same period last year, reflecting a decline in
comparable-store sales and fewer stores compared to last year.

The Group's direct net sales (catalog and e-commerce) decreased 7
percent for the month compared to the same period last year,
primarily due to a planned reduction in catalog circulation.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts.


SPRING AIR: Lease-Related Decision Extended through August 19  
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District of
New York, Spring Air Partners - North America, Inc., and its
debtor-affiliates obtained an extension of their lease decision
period.  The Court gives the Debtors until August 19, 2004 to
decide whether to assume, assume and assign, or reject unexpired
nonresidential real property leases.

Headquartered in New York, New York, Spring Air Partners - North
America, Inc., -- http://www.springair.com/-- is a bedding  
manufacturer in the United States, manufacturing mattresses and
box springs under multiple brand names: Back Supporter(R),
ComfortFlex(R), Four Seasons(R), Chattam and Wells(R), Posture
Comfort(R) and Nature's Rest(R), for sale to local, regional and
national retailers in the United States and Canada.  The Company
filed for chapter 11 protection on March 22, 2004 (Bankr. S.D.N.Y.
Case No. 04-11915).  Mark A. Broude, Esq., at Latham & Watkins
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
estimated assets of more than $10 million and estimated debts of
over $50 million.


THOMPSON PRINTING: New Jersey Court Okays Disclosure Statement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
Thompson Printing Co., Inc.'s Amended Disclosure Statement as
containing adequate information for the creditors to decide
whether to approve or reject the reorganization plan.

All acceptances and rejections of the Plan are due on July 6,
2004. Creditors shall be mailed a ballot conforming to Official
Form 14.  A hearing to confirm the Plan is scheduled for July 12,
2004.

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.


TOUCHSTONE: L J Soldinger Replaces Stonefield as Accountant
-----------------------------------------------------------
On April 8, 2004, Stonefield Josephson, Inc. resigned as
Touchstone Resources USA, Inc.'s  independent accountant.

The reports of Stonefield Josephson regarding the Company's
financial statements for the fiscal year ended December 31, 2002
were modified to express substantial doubt about the Company's
ability to continue as a going concern.

On April 19, 2004, the Board of Directors of the Company engaged
L J Soldinger Associates, LLC as its independent accountant.

Touchstone Resources Ltd. is engaged in the business of acquiring
interests in petroleum and natural gas rights, and the exploration
for and development, production and sale of, petroleum and natural
gas in the United States.


TRENWICK: Committee Hires Ben Branch as Financial Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Trenwick America Corporation's chapter 11 case received permission
from the United States Bankruptcy Court for the District of
Delaware to retain and employ Dr. Ben S. Branch as its Financial
Consultant.  Dr. Branch is a Professor of Finance at the
University of Massachusetts, located in Amherst.  

Committee Chair Richard Weill explains that prior to Trenwick
stepping into chapter 11, the Debtors signed a Letter of Intent
with their major creditor constituencies to restructure debt
obligations and sell certain business operations.  The Letter of
Intent mandates that a consultant will investigate the Debtors and
assist in developing avenues of recovery and estate maximization
beyond traditional insurance run-off recoveries.

Dr. Branch will investigate the Debtors operations, history and
financial records to identify sources of recovery that are
independent from the run-off operations of the Debtors' regulated
subsidiaries.  More specifically, Dr. Branch will evaluate the
Debtors' past transactions to identify potential avoidance
actions, fraudulent transfers and other potential causes of
action.  This may include claims against the Debtors' directors
and officers.  

Mr. Weill assures the Court that Dr. Branch is qualified to assist
and advise the Committee.  Currently, Dr. Branch is the court-
appointed Trustee in the Bank of New England bankruptcy pending in
the United States Bankruptcy Court for the District of
Massachusetts.  Much like the insurance industry, the banking
industry is heavily regulated, providing Dr. Branch with
experience of particular value to these cases.

Dr. Branch will bill the estates $600 per hour for his services
and expect reimbursement of actual, reasonable and necessary out-
of-pocket expenses.  Dr. Branch will be entitled to
indemnification by the Debtors for any claims arising from his
services.  Dr. Branch is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The current Creditors' Committee members are:

     * JP Morgan Chase Bank;
     * The Royal Bank of Scotland, PLC;
     * ING Bank N.V., London Branch;
     * Bank One Trust Company, N.A.;
     * HSBC USA;
     * John J. Gorman; and
     * Phoenix Partners L.P.

Trenwick America Corporation, headquartered in Stamford,
Connecticut, is a holding company for operating insurance
companies in the U.S. The Company filed for chapter 11 protection
on August 20, 2003 (Bankr. Del. Case No. 03-12635).  Christopher
S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes and Benjamin Hoch, Esq., with Irena Goldstein, Esq., and
Carey D. Schreiber, Esq., at Dewey Ballantine LLP represent the
Debtors in their restructuring efforts.  As of June 30, 2003, the
Debtor listed approximate assets of $400,000,000 and debts of
$293,000,000.  On August 20, 2003, Trenwick Group, Ltd., and
LaSalle Re Holdings Limited also filed insolvency proceedings in
the Supreme Court of Bermuda.  On August 22, 2003, the Bermuda
Court granted an order appointing Michael Morrison and John
Wardrop, partners of KPMG in Bermuda and KPMG LLP in the United
Kingdom, respectfully, as Joint Provisional Liquidators in respect
of TGL and LaSalle. The Bermuda Court granted the JPLs the power
to oversee the continuation and reorganization of these companies'
businesses under the control of their boards of directors and
under the supervision of the U.S. Bankruptcy Court and the Bermuda
Court.


UNITED AIRLINES: Court Approves Heidrick's Retention as Consultant
------------------------------------------------------------------
In the United Airlines Inc. Chapter 11 bankruptcy proceedings, the
Court approves the application of the Official Committee of
Unsecured Creditors for permission to retain Heidrick & Struggles
as special consultant.  

The Committee wants Heidrick to make recommendations on the
composition and structure of the Board of Directors of UAL
Corporation.

Heidrick is a respected international organization with over
1,400 employees providing executive and director consulting
services.  Heidrick has a specialized board of directors review
practice focused on the analysis of director backgrounds and
skills, board and committee structure, and board operations.

In the coming months, the Committee expects the Debtors to
surmount the final obstacles to a reorganization.  Under a plan
of reorganization, it is likely that the Debtors will offer
unsecured creditors a substantial stake in Reorganized UAL via
conversion of existing claims to stock.  Accordingly, the
Committee's constituency has a vested interest in the continued
success and viability of UAL.

Carole Neville, Esq., at Sonnenschein, Nath & Rosenthal, relates
that an active and effective Board of Directors is crucial to
UAL's ability to remain competitive and profitable.  UAL's Board
will face unparalleled challenges guiding the airline through the
worst recession in aviation industry history.  The competitive
and economic pressures will only increase as UAL faces its
competitors without the protection of bankruptcy.

The Committee needs professional advice and consultation to
compose UAL's Board.  While the Committee appreciates the efforts
of the current Board, an independent review of its composition
and structure will help the Committee fulfill its obligations and
increase confidence in the confirmation process.

Heidrick will:

   (a) assess the current Board and evaluate whether its
       structure and composition is adequate to guide
       post-confirmation UAL:

   (b) analyze whether the Board possesses the characteristics
       necessary for governing a publicly owned airline;

   (c) review the implications of the Sarbanes-Oxley legislation
       for the current Board structure and composition;

   (d) analyze the Board in relation to the existing state of the
       industry; and

   (e) provide any other services the Committee requests.

After an initial phase of evaluation and recommendation, if
instructed by the Committee, Heidrick will engage in a search and
make specific suggestions on the placement of new Board members.

Heidrick will be compensated on a flat fee basis, plus
reimbursement of expenses.  Heidrick will be paid $75,000 to
conduct the initial review and analysis of the current UAL Board.  
If the Committee asks Heidrick to conduct a director search,
Heidrick will be paid $100,000 for the placement of a single
director or $75,000 per director if more than one director is
placed.

Fritz E. Freidinger, General Counsel of Heidrick, assures the
Court that his firm does not hold or represent any interest
adverse to the Committee, the Debtors, their creditors or other
parties-in-interest in these cases.  Heidrick is a "disinterested
person" within the meaning of Section 101(14) Bankruptcy Code.

Mr. Freidinger admits that Heidrick performed executive search
services for the Debtors before the Petition Date.  Heidrick
filed a prepetition unsecured claim in these cases for $147,667
for unpaid fees.  If this application is approved, Heidrick will
waive the claim for unpaid fees.  Heidrick received $76,780 from
the Debtors for executive search services rendered within 90 days
prior to bankruptcy.

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)   


US AIRWAYS: Releases Improved May 2004 Traffic Results
------------------------------------------------------
Mainline revenue passenger miles for May 2004 increased 7.6
percent on a 4.9 percent increase in available seat miles compared
to May 2003. The passenger load factor was 75.4 percent, which is
a 1.9 percentage point increase compared to May 2003.

For the first five months of 2004, mainline revenue passenger
miles increased 10.7 percent on a 6.1 percent increase in
available seat miles compared to the same period in 2003. The
passenger load factor for the first five months of 2004 was 73.2
percent, a 3.0 percentage point increase compared to the same
period in 2003.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc. -
- along with MidAtlantic Airways, reported an 43.0 percent
increase in revenue passenger miles for May 2004 on 25.6 percent
more capacity compared to May 2003. The passenger load factor was
61.8 percent, a 7.5 percentage point increase compared to May
2003.

For the first five months of 2004, revenue passenger miles for the
three wholly owned US Airways Express carriers and MidAtlantic
increased 17.5 percent on a 6.9 percent increase in available seat
miles compared to the first five months of 2003. The passenger
load factor for the first five months of the year was 55.8
percent, a 5.0 percentage point increase compared to the same
period in 2003.

Mainline system passenger unit revenue for May 2004 is expected to
decrease between 3.0 percent and 4.0 percent compared to May 2003.

US Airways ended the month of May by completing 99.3 percent of
its scheduled departures.

                        *   *   *

As reported in the Troubled Company Reporter's May 10, 2004
edition, US Airways, Inc., emerged from bankruptcy protection in
March 2003 and has continued to incur losses from operations.  For
the quarter ending March 31, 2004, USAir reports a $181 million
net loss.  That loss wipes-out all shareholder equity in the
carrier and the company's Mar. 31 balance sheet now shows a $64
million shareholder deficit.  At the parent company level, US
Airways Group, Inc.'s Mar. 31 balance sheet shows $30 million in
shareholder equity.  

On May 5, 2004, S&P downgraded US Airways Group's and US Airways'
corporate credit ratings to CCC+. As a result of the downgrade,
GE, Embraer and Bombardier have the right to discontinue financing
the Company's regional jet purchases, unless US Airways is able to
meet alternative minimum financial tests. US Airways is not yet
able to determine whether it meets these tests. US Airways does
not presently have alternative sources of financing regional jet
purchases nor does it have the ability to purchase regional jets
without financing. The Company is in negotiations with GE and the
aircraft manufacturers to amend or waive the credit rating
condition precedent, as well as the alternative minimum financial
tests. If US Airways is unable to meet the alternative minimum
financial tests or the Company is not successful in obtaining such
waivers or amendments, US Airways would be required to pay
cancellation fees and/or liquidated damages of up to $90 million
for the remainder of 2004 and $21 million in 2005 if US Airways is
unable to obtain financing for the regional jet aircraft scheduled
to be delivered during those periods.


VISKASE COS.: S&P Rates Corp. Credit & Senior Secured Notes  at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Willowbrook, Illinois-based Viskase Cos. Inc. At
the same time, Standard & Poor's assigned its 'B-' rating to the
company's proposed $90 million senior secured notes due 2011,
based on preliminary terms and conditions.

The senior secured notes are secured by domestic property, plant,
and equipment, and a second lien on domestic accounts receivable
and inventory, pursuant to an intercreditor agreement. The outlook
is stable. Pro forma for the transaction, total debt will be about
$90 million.

The proceeds from the proposed notes will be used primarily to
purchase the outstanding 8% senior subordinated secured notes,
terminate its capital lease obligation with General Electric
Capital Corp., and for fees and expenses.

"The ratings incorporate a weak business profile as a global
producer in the highly competitive casings niche within the
packaging industry, a narrow scope of operations, and a very
aggressive financial profile, following the company's emergence
from Chapter 11 bankruptcy protection in April 2003," said
Standard & Poor's credit analyst Liley Mehta. Partially
offsetting factors include steady end markets, diversified
customer relationships, and consistency in raw material costs.

With annual sales of about $200 million, Viskase is a leading
global producer of non-edible cellulosic, fibrous and plastic
casings used to prepare and package processed meat products. These
products include hot dogs, sausages, salami, and other various
deli meats. Growth prospects are influenced by population growth,
consumer preferences and dietary trends, and increased consumption
of processed meat products in developing countries. There is also
growth potential in the emerging plastic casings market, although
acceptance is currently limited because fibrous casings offer
certain functional advantages.

In April 2003, Viskase emerged from bankruptcy. Subsequently, the
company focused on improving its operating performance by
restructuring its operations, implementing price increases, and
reaffirming relationships with customers and suppliers. The
company filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in November 2002 after operating performance and
cash flow generation deteriorated due to pricing pressure,
increased raw material costs, and intensified competitor activity.
The competitive nature of this business and commodity-type product
characteristics are negative factors, and plans for capacity
expansion by competitors could lead to overcapacity and pricing
declines.


WATERFORD ON LAKE: US Trustee Unable to Form Creditors Committee
----------------------------------------------------------------
The United States Trustee reports to the U.S. Bankruptcy Court for
the Western District of Texas that he is unable to appoint a
creditors' committee in Waterford On Lake Travis, Ltd.'s chapter
11 case.

The Justice Department official said that he attempted to solicit
interest from the Debtor's twenty largest unsecured creditors of
the Debtor.  However, after excluding governmental units, secured
creditors and insiders, he was unable to solicit enough interested
parties to needed to form a committee.

Additionally, at the creditors' meeting pursuant to Section 341(a)
of the Bankruptcy Code, nobody attending expressed interest in
forming a committee.

Headquartered in Leander, Texas, Waterford On Lake Travis, Ltd.,
filed for chapter 11 protection on March 1, 2004 (Bankr. W.D. Tex.
Case No. 04-11198).  Duane J. Brescia, Esq., at Strasburger &
Price, L.L.P., represent the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $9,429,928 in total assets and $6,750,080 in total debts.


WESTPOINT: Court Extends Exclusive Time to File Plan to July 29
---------------------------------------------------------------
WestPoint Stevens Inc. agree with R2 Top Hat, Ltd., that the
textile industry is in a state of great flux due to the rapid
increase in the ability of foreign competition to deliver product
to and service the needs of domestic customers.  These changes
will likely alter the way domestic manufacturers operate. However,
the Debtors disagree with R2 in how best to respond to the  
widespread changes sweeping the textile industry and the extent of
the Debtors' progress in moving their cases forward and developing
a viable reorganization plan.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that R2's proposed solution for dealing with the
problems affecting the entire industry is simply to pick a
subjective "discount rate" and file a plan without thoughtful and
careful consideration to the risks that the company may face upon
emergence from Chapter 11.  It chastises the Debtors for failing
to take this approach and becoming bogged down in revisions to
its business plan.  While filing a reorganization plan as
promptly as possible is the Debtors' paramount goal, the filing
of a plan in the method and manner suggested by R2 borders on
recklessness and would be a derogation of the Debtors' fiduciary
obligations.  WestPoint Stevens, Inc.'s preferred course of
action is to base its Chapter 11 plan on a business plan that
includes an appropriate long-term strategy to deal with foreign
competition.

To that end, WestPoint has employed Kurt Salmon Associates, a
recognized expert in foreign competition.  It has also proposed
realistic milestones to allow creditor groups to monitor the
Debtors' progress.  Contrary to R2's assertions, the Debtors are
not using their time to develop an "absolutely perfect" or
"final" business plan to the prejudice to their creditor
constituencies.  WestPoint has made substantial progress in
moving their Chapter 11 cases forward and seeks the additional
time to ensure that it has a solid foundation on which to propose
a viable Chapter 11 plan.

Instead of supporting the Debtors in this process as every other
creditor has, R2 seeks to terminate the Exclusive Periods to take
control of the process and disenfranchise WestPoint's other
creditors for its own benefit.  It admitted as much when it
submitted its Restructuring Proposals to the Debtors.  Mr.
Rapisardi contends that while there is nothing wrong with a
creditor seeking to maximize its recovery, there is a problem
with a Debtor doing so to the prejudice of all other creditors,
absent a proper analysis, justification and supporting evidence.  
The Debtors understand R2's desire to have them emerge quickly
form Chapter 11, but it cannot be done at the expense of other
creditors in these cases without meeting the confirmation
standards of the Bankruptcy Code.  Until the Debtors' business
plan is revised to deal with increased foreign competition and a
proper valuation of the company based on that revised plan has
been completed, no party is in a position to propose a viable
Chapter 11 plan.  

Accordingly, the Debtors ask the Court to deny R2's objection.

                    *     *     *

After due deliberation, Judge Drain extends the Debtors'
exclusive right to file a Chapter 11 plan through and including
July 29, 2004, and their exclusive right to solicit acceptances
of that plan through and including September 27, 2004.

If the Debtors fail to satisfy any of the milestones specified
within the applicable time period, giving effect to the
applicable cure periods, the Debtors are directed to appear
before the Court on shortened notice to the Creditors Committee,
Lenders and R2 Top Hat, Ltd., at the earliest date on which the
Court can accommodate the hearing.  The hearing will establish
whether good cause exists to continue the Exclusive Periods, it
being understood that the failure to satisfy the Court as to why
a milestone was not satisfied may result in a modification or
termination of the Exclusive Periods by the Court.

WestPoint Stevens Inc. and certain of its subsidiaries filed for
protection under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of New York on
June 1, 2003.

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, SEDUCTION, VELLUX and CHATHAM - all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries -
and under licensed brands including RALPH LAUREN HOME, DISNEY
HOME and GLYNDA TURLEY. WestPoint Stevens can be found on the
World Wide Web at http://www.westpointstevens.com/ (WestPoint  
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WILSONS THE LEATHER: May 2004 Store Sales Decrease to $16MM
-----------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) reported sales of
$16 million for the four weeks ended May 29, 2004, compared to
$20.9 million for the four weeks ended May 31, 2003. Year-to-date
sales have decreased 2.1% to $113.8 million compared to $116.2
million for the same period last year. Sales for the current
fiscal year included approximately $20.8 million in liquidation
sales resulting from the transfer of inventory to an independent
liquidator in conjunction with the previously announced closing of
approximately 111 stores.

Comparable store sales decreased 6.4% for the four weeks ended May
29, 2004; this decrease compares to a 5.2% decrease in comparable
store sales for the four weeks ended May 31, 2003. Year-to-date
comparable stores sales have decreased 2.8% compared to a 1.0%
decrease in comparable store sales for the same period last year.
Year-to-date comparable store sales do not include sales from the
stores that were liquidated.

Commenting on these results, Joel Waller, Chief Executive Officer
said, "Sales in our mall and outlet stores were negatively
impacted by the shift in Memorial Day. Last year Memorial Day
sales were included in May's comparable store sales figures; this
year they have shifted to June. We estimate the negative impact of
the Memorial Day shift on comparable store sales to be
approximately 3.0% to 4.0%."

Mr. Waller continued, "With the liquidation sales in the 111
stores completed, we are focusing our efforts on ensuring a strong
fall season. In addition, we have made positive progress with
respect to our refinancing of the 11 1/4% Senior Notes, with a
special shareholders' meeting scheduled for June 24, 2004. We look
forward to continuing our efforts to drive our business forward."

                    About Wilsons Leather

Wilsons Leather is the leading specialty retailer of leather
outerwear, accessories and apparel in the United States. As of May
29, 2004, Wilsons Leather operated 457 stores located in 45 states
and the District of Columbia, including 332 mall stores, 108
outlet stores and 17 airport stores. The Company regularly
supplements its permanent mall stores with seasonal stores during
its peak selling season from October through January.

As reported in the Troubled Company Reporter's April 20, 2004
edition, Wilsons The Leather Experts Inc. (Nasdaq:WLSN) announced
that it entered into an agreement to amend its revolving credit
facility.

The revolving credit facility, which is provided by GE Capital,
CIT, Wells Fargo, and LaSalle, has been amended to waive defaults
under previous EBITDA covenants, reset financial covenants for
future time periods and, remove the April 15, 2004 deadline to
amend, refund, renew, extend, or refinance its 11 1/4% Senior
Notes.


* Foley & Mansfield's Virginia Johnson Elected to FDCC
------------------------------------------------------
Virginia Easley Johnson of Foley & Mansfield PLLP, a national law
firm based in Minneapolis with a branch in Miami, has been elected
to the Federation of Defense and Corporate Counsel (FDCC). All
FDCC members are experienced private practice attorneys, general
counsel or insurance claims executives. Membership is granted
through a peer review selection process.

According to its roster, the FDCC was founded in 1936 and assists
"in establishing standards for providing competent, efficient and
economical legal services; to encourage and provide for continuing
legal education of (its) members and to use the knowledge and
experience of its membership for the promotion of public good."
The FDCC has more than 1300 members from around the world, with
only 75 having been elected in the state of Florida. As a member,
Johnson will play a key role in the Substantive Law Sections and
Committees.

Johnson is the managing partner in the Miami office of Foley &
Mansfield. Her practice focuses on general liability, toxic torts
and medical malpractice. She works with corporate clients,
national counsel, coordinating counsel and local counsel across
the country.

Johnson is admitted to practice in Florida and the United States
District Court for the Southern and Middle Districts of Florida.
She is a former member of the Civil Rules Committee for the
Florida Bar, a current member of the Judicial Nominating Rules
Committee for the Florida Bar, the Defense Research Institute, and
the American Board of Trial Advocates. Johnson graduated from the
University of Miami School of Law in 1985. She is currently an
adjunct professor at UM School of Law where she teaches in the
Litigation Skills program.

Foley & Mansfield is a national law firm representing large
corporations, small businesses and individuals. Practice groups
include commercial litigation and transactions, bankruptcy,
construction, products liability, employment law and intellectual
property. Founded in 1989, Foley & Mansfield is based in
Minneapolis with other offices in Detroit, Los Angeles, Miami, St.
Louis and San Francisco. For more information call (612) 338-8878
or visit http://www.foleymansfield.com/Johnson may be reached at  
(305) 438-9899 or vjohnson@foleymansfield.com.

The FDCC is headquartered in Tampa, Florida and can be reached at
(813) 983-0022 or http://www.thefederation.org/


* BOND PRICING: For the week of June 7 - June 11, 2004
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    65
AMR Corp.                             10.200%  03/15/20    73
Atlas Air Inc.                         9.250%  04/15/08    45
Atlas Air Inc.                        10.750   08/01/05    45  
Burlington Northern                    3.200%  01/01/45    52
Burlington Northern                    3.800%  01/01/20    73
Calpine Corp.                          7.875%  04/01/08    59   
Calpine Corp.                          7.750%  04/15/09    57
Calpine Corp.                          7.625%  04/15/06    75
Calpine Corp.                          8.500%  02/15/11    58
Calpine Corp.                          8.625%  08/15/10    58
Calpine Corp.                          8.750%  07/15/07    61
Continental Airlines                   4.500%   2/01/07    75
Comcast Corp.                          2.000%  10/15/29    39
Cummins Engine                         5.650%  03/01/98    70
Delta Air Lines                        2.875%  02/18/24    58
Delta Air Lines                        7.700%  12/15/05    60
Delta Air Lines                        7.900%  12/15/09    47
Delta Air Lines                        8.300%  12/15/09    38
Delta Air Lines                        9.000%  05/15/16    42
Delta Air Lines                        9.250%  03/15/22    41
Delta Air Lines                        9.750%  05/15/21    41
Delta Air Lines                       10.125%  05/15/10    49
Delta Air Lines                       10.375%  02/01/11    49
Delta Air Lines                       10.375%  12/15/22    43
Elwood Energy                          8.159%  07/05/26    68
Foamex L.P.                            9.875%  06/15/07    73
Finova Group                           7.500%  11/15/09    56
Fleming Cos Inc                       10.625%  07/31/07    0        
Goodyear Tire                          7.000%  03/15/28    75
Inland Fiber                           9.625%  11/15/07    48   
Liberty Media                          4.000%  11/15/29    70
Lucent Tech                            6.450%  03/15/29    75
Motorola Inc.                          5.220%  10/01/97    75
National Vision                       12.000%  03/30/09    62   
Northwest Airlines                     7.875%  03/15/08    63
Northwest Airlines                     8.700%  03/15/07    70
Northwest Airlines                     9.875%  03/15/07    72
Northwest Airlines                    10.000%  02/02/09    66
Northern Pacific Railway               3.000%  01/01/47    51
Pegasus Satellite                     11.250%  01/15/10    56
Salton Inc                            10.750%  12/15/05    75
Salton Inc                            12.250%  04/15/08    65
US West Capital                        6.500%  11/15/18    73
US West Capital                        6.875   07/15/28    72


                           *********

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.

                *** End of Transmission ***