TCR_Public/040608.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 8, 2004, Vol. 8, No. 113

                           Headlines

ADELPHIA COMMS: Selling 11 Coudersport Parcels for $1,051,400
AIR CANADA: Pilots Launch Ad Campaign to Reassure Canadians
AIR CANADA: CIBC Wants To Set Off Aeroplan Obligations
AIRNET COMMUNICATIONS: Receives $3 Million in New Purchase Orders
AMERIQUEST MORTGAGE: Fitch Rates $10M Class M-7 Certificate at BB+

APTEC CORPORATION: Case Summary & 20 Largest Unsecured Creditors
ARGO TECH: 8-5/8% Senior Note Tender Offer to Expire June 16, 2004
ATLAS COLD: Ontario Securities Commission Charges Ex-Sr. Managers
AUSPEX SYSTEMS: Reports Name Change & Interim Capital Distribution
BESS EATON: Taps Reynolds deMarco as Special Insurance Counsel

BLACK WARRIOR: Agrees to Sell Multi-Shot Division for $11 Million
BLOUNT INC: S&P Places Ratings on Credit Watch Positive
CAPRIUS INC: Appoints Dr. Jeffrey Hymes as Director
CELESTICA INC: Offering $350 Million Senior Subordinated Notes
CENTIV INC: Arranges $183 Million Equity Line of Credit for Growth

COMMUNICATIONS RESEARCH: Secures Financing for TeleWriter Relaunch
CONCERT INDUSTRIES: Director Boyes Resigns For Personal Reasons
CORNELL COMPANIES: S&P Assigns 'B' Rating to Corporate Debt
DATAWORLD SOLUTIONS: Regains Listing Status on the OTC BB
DELTA AIR: Gary Beck Replaces Kolshak as VP --Flight Operations

DOMAN INDUSTRIES: Nominates Lee Doney as Lumberco Director
DOMINIX INC: Changes Name to 110 Media Group, Inc.
EAST ATLANTA AT GRANT PARK: Voluntary Chapter 11 Case Summary
EL CAPITAN: Inks 10-Year Iron Ore Sale Pact with Asia Finance Corp
ELIZABETH ARDEN: Records $13.7 Million First Quarter Net Loss

ENRON: Sues 23 Creditors to Recover $19 Mil. Preference Payments
ENRON CORPORATION: Reports Three De Minimis Asset Sales
ENRON CORPORATION: Settles Disputes With 15 Counterparties
EPRESENCE INC: Stockholders Endorse Liquidation & Dissolution Plan
FACTORY 2-U: Exclusive Period to File Plan Stretched to December 3

FACTORY 2-U: Closing 23 Underperforming Stores Starting July 1
FAIRPOINT COMMS: S&P Assigns Junk Rating to Proposed Senior Notes
FIRST DELTAVISION: Now Known As Integrated Healthcare Holdings
FLEMING COMPANIES: Wants To Employ Robert Reynolds As Expert
FORT HILL: Ernst & Young Serves as Advisor & Tax Consultant

FRANCE GROWTH: Liquidating Fund's Last Day of Trading is June 18
GEO SPECIALTY: Section 341(a) Meeting Slated for June 16, 2004
GL BRYAN INVESTMENTS: Case Summary & Largest Unsecured Creditors
GLOBAL DIVERSIFIED: Pursues Berlin-Bremen Stock Exchange Delisting
GREAT PLAINS: S&P Assigns BB+ Prelim Rating to $648 Million Shelf

HALE-HALSELL: U.S. Trustee Names 10-Member Creditors' Committee
HAVENS STEEL: Wants Lease Decision Period Stretched to June 15
HAYES LEMMERZ: Hosting 1st Quarter 2004 Conference Call Tomorrow
INTEREP NATIONAL: S&P Airs Liquidity Concerns & Cuts Rating to CCC
INTERNATIONAL WIRE: U.S. Trustee Appoints a Creditors' Committee

INTERNATIONAL WIRE: First Creditors' Meeting Set for June 8
JAZZ GOLF: Appoints Mark Breslauer as New Chief Executive Officer
KMART CORP: Selling Up To 24 Stores To Home Depot For $365MM Cash
LES BOUTIQUES: Enters Into Les Ailes Agreement with Ivanhoe
LUMENIS LTD: March 31 Equity Deficit Widens to $28.3 Million

MAAX INC.: Closes Merger Transaction with J.W. Childs, et al.
MANDALAY RESORT: MGM Mirage Offers to Buy Company for $7.65 Bil.
NATIONS BALANCED: Shareholders Back Liquidation & Termination Plan
NAVISITE INC: Atlantic Investors Discloses 69% Equity Stake
NEWAVE INC: Rose Snyder Replaces Kabani as Independent Accountants

OLD NATIONAL HOSPITALITY: Case Summary & 7 Unsecured Creditors
OWENS CORNING: Reaches Plan Accord with Major Creditor Groups
OWENS CORNING: Credit Suisse, et al, Ask Court To Appoint Examiner
PAK-A-SAK: Files Plan and Disclosure Statement in North Carolina
PARMALAT GROUP: Moves Towards Creditor Agreement Proposal

PARMALAT GROUP: Releases Financial Results Ended April 30, 2004
PEGASUS SATELLITE: Asks Court for Authority to Use Cash Collateral
PENN NATIONAL: Names James Buchanan as SVP of Charles Town Races
PG&E NAT'L: USGen Wants To Enter Into Salem Ash Disposal Contract
RCN CORP: Wants Court Approval To Maintain Existing Bank Accounts

REGENERON: Reports Positive Prelim Results from VEGF Phase 1 Study
ROCKY MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
SAFETY-KLEEN: Union Pacific Asserts $391,601 Transport Claim
SOLUTIA INC: Agrees To Resolve Martin Product's Reclamation Claim
SYSTEMS EVOLUTION: SMB Expands Reach and Capabilities

TARGET TWO: Files Plan and Disclosure Statement in New York
TAYLOR MADISON: Amex Determines to Delist Common Stock
TECH DATA: Plans to Present at Investor Conferences Next Week
TITAN CORPORATION: Receives "Wells Notice" from SEC
TITAN CORP: Further Extends 8% Senior Debt Offer to June 18, 2004

US AIRWAYS: Asks Court To Exclude Limbach Evidence At Trial
US AIRWAYS: Will Add New Erie Regional Jet Service in August
U.S. WIRELESS: US Trustee Unable to Appoint Unsecured Committee
VALOR TELECOM: S&P Removes B+ Corporate Credit Rating from Watch
VLASIC FOODS: Presents Witnesses in $250MM Suit Against Campbell

W.R. GRACE: 3rd Cir. Sends Asbestos Matters To Judge Buckwalter
WESTERN MEDIA: Investigates Trading on Berlin Stock Exchange
WOLVERINE: Consolidates & Expands Wholesale Distribution Center
WORLDCOM INC: Says Effective Communications Key to Turn-Around

* Large Companies with Insolvent Balance Sheets

                           *********

ADELPHIA COMMS: Selling 11 Coudersport Parcels for $1,051,400
-------------------------------------------------------------
Pursuant to the Court-approved Excess Assets Sale Procedures,
the Adelphia Communications Debtors inform Judge Gerber that they
are selling eleven parcels of real estate located in Coudersport,
Pennsylvania, for $1,051,400:

1. Property:          Real Property situated at 414 Sunrise
                       Ridge Road, in Coudersport, Pennsylvania
    Purchaser:         Jarrett Smith and Donna Albright
    Agent:             Field and Stream Real Estate, Inc.
    Amount:            $146,000
    Deposit:           $1,000
    Appraised Value:   $146,500

2. Property:          Real Property situated at 102 North Main
                       Street, in Coudersport, Pennsylvania
    Purchaser:         DBC Enterprises, Inc.
    Agent:             Four Seasons Real Estate, Inc.
    Amount:            $171,000
    Deposit:           $1,000
    Appraised Value:   $109,500

3. Property:          Real Property situated at 705 North West
                       Street, in Coudersport, Pennsylvania
    Purchaser:         Jay and Jennifer Cavanaugh
    Agent:             Four Seasons Real Estate, Inc.
    Amount:            $158,000
    Deposit:           $1,000
    Appraised Value:   $147,500

4. Property:          Real Property situated at 305 North West
                       Street, in Coudersport, Pennsylvania
    Purchaser:         John and Deborah Appel
    Agent:             God's Country Real Estate, Inc.
    Amount:            $50,000
    Deposit:           $1,000
    Appraised Value:   $50,000

5. Property:          Real Property situated at 7 West Fourth
                       Street, in Coudersport, Pennsylvania
    Purchaser:         John and Deborah Appel
    Agent:             God's Country Real Estate, Inc.
    Amount:            $44,000
    Deposit:           $1,000
    Appraised Value:   $44,000

6. Property:          Real Property situated at 405 Maple
                       Street, in Coudersport, Pennsylvania
    Purchaser:         John Stefura
    Agent:             God's Country Real Estate, Inc.
    Amount:            $144,000
    Deposit:           $1,000
    Appraised Value:   $144,000

7. Property:          Real Property situated at 506 Oak Street,
                       in Coudersport, Pennsylvania
    Purchaser:         Amy Rochelle Greiner
    Agent:             God's Country Real Estate, Inc.
    Amount:            $70,000
    Deposit:           $1,000
    Appraised Value:   $70,000

8. Property:          Real Property situated at 101 South Main
                       Street, in Coudersport, Pennsylvania
    Purchaser:         Raymond and Crystal Morales and Mark
                       Morales
    Agent:             God's Country Real Estate, Inc.
    Amount:            $59,000
    Deposit:           $1,000
    Appraised Value:   $56,000

9. Property:          Real Property situated at 122 East Second
                       Street, 124 East Second Street and the
                       corner of Mill and Second Streets, in
                       Coudersport, Pennsylvania
    Purchaser:         Coudersport Volunteer Ambulance
                       Association
    Agent:             God's Country Real Estate, Inc.
    Amount:            $150,000
    Deposit:           $1,000
    Appraised Value:   $112,500

10. Property:          Real Property identified as tax parcel ID
                       120-004-012-1 on Whitney Creek Road, in
                       Coudersport, Pennsylvania
    Purchaser:         Anthony and Linda Gambino
    Agent:             Field & Stream Real Estate, Inc.
    Amount:            $49,000
    Deposit:           $1,000
    Appraised Value:   $41,000

11. Property:          Equipment and Personal Property located
                       at 502 Bank Street Extension, in
                       Coudersport, Pennsylvania
    Purchaser:         DigiComm International, Inc.
    Agent:             None
    Amount:            $10,400
    Deposit:           None
    Appraised Value:   No appraisal was made in connection with
                       the sale (Adelphia Bankruptcy News, Issue
                       No. 60; Bankruptcy Creditors' Service,
                       Inc., 215/945-7000)


AIR CANADA: Pilots Launch Ad Campaign to Reassure Canadians
-----------------------------------------------------------
The Air Canada Pilots Association, which represents Air Canada's
3,100 mainline fleet pilots, call on Canadians to fly on Air
Canada confident about the future of the airline. As part of the
effort to reassure Canadians and ensure the future viability of
the airline, ACPA has taken the following steps:

    -  An advertising campaign will begin on June 8, 2004 and run
       for three weeks entitled "This is your Captain speaking".
       The campaign promises Canadians that Air Canada will be
       there for years to come.

    -  ACPA restates its commitment to work with Air Canada
       management and potential investors to ensure the future
       viability of the airline.

    -  ACPA and its pilot members commit to upholding Air Canada's
       safety record and will never compromise on this.
    
    -  ACPA will continue to pressure government to create a
       favourable business environment for Air Canada through
       meetings with various government agencies and ministries
       and through testimony before parliamentary committees on
       the measures needed to secure a strong future for the
       airline.

    -  A new bilingual web-site, www.yourcaptain.ca, has been
       created to further reinforce ACPA's confidence in the
       future of Air Canada.

"Air Canada's 3,100 professional pilot members want Canadians to
book their travel on Air Canada without worrying about the
company's future," said Captain Don Johnson, President of ACPA.
"We know Air Canada, its planes, and its people. We know that the
airline will emerge from the restructuring process and emerge as a
strong, healthy, safe and profitable airline."

Over the course of the past several weeks, both media and industry
experts have debated the future of the airline. ACPA wants all
Canadians to know that Air Canada's future is bright. The pilots
that millions of passengers have counted on to get them to their
destination and back will be here for years to come.

"ACPA has been an active player in Air Canada's restructuring
process. This process has its ups and downs, but we know that
airline's emergence from bankruptcy protection is only a matter of
time." added Captain Johnson.

Throughout the process, ACPA also wants to reassure passengers
that their safety remains the paramount concern of all 3,100
members. No concessions will be made that in any way affect the
ability of ACPA's professional pilot members to fly Canadians to
their destination and return them safely home.

The Air Canada Pilots Association is the largest professional
pilot group in Canada, representing the approximately 3,100 pilots
who operate Air Canada's mainline fleet.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed a CCAA petition on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and a Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
their creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities.


AIR CANADA: CIBC Wants To Set Off Aeroplan Obligations
------------------------------------------------------
Canadian Imperial Bank of Commerce asks the CCAA Court to
determine whether it can withhold the payment of amounts payable
to Air Canada under their Co-Branded Card Agreement dated May 14,
2003.  CIBC wants to offset its payment obligations under the New
Aerogold Agreement against any amounts due and owing by Air
Canada.

CIBC asserts claims against Air Canada arising from a number of
contractual relationships, including:

    -- the co-branded card agreements that previously governed
       CIBC's Aerogold programs; and

    -- the loans made to Air Canada under a prepetition financing
       facility syndicated by The Bank of Nova Scotia.

Among CIBC's claims arising from Air Canada's failure to perform
under the Old Aerogold Agreements is CIBC's liquidated claim for
the repayment of the "Additional Service Fee" calculated in
accordance with the Old Aerogold Agreements.

In 1999, CIBC and Air Canada agreed to amend their credit card
agreements to extend their term until December 31, 2009.  In
consideration for the extension and Air Canada's agreement to
perform its obligations under the Agreements, CIBC paid Air
Canada CN$200,000,000 as additional service fee.

When Air Canada filed for bankruptcy, the parties agreed to
terminate the Old Aerogold Agreements and enter into the New
Aerogold Agreement.  The parties agreed that any resulting
damages to CIBC would be treated as an unsecured claim.  CIBC's
unsecured claim includes the unamortized balance of the
Additional Service Fee CIBC paid.

Pursuant to the New Aerogold Agreement, CIBC paid a
CN$350,000,000 miles prepayment to Air Canada.  CIBC also paid a
higher price per Aeroplan Mile acquired.  On the last business
day of each month, CIBC becomes indebted to Air Canada for
Aeroplan miles issued to Aerogold customers.

Air Canada also negotiated a CN$350,000,000 non-revolving term
loan with CIBC as lender.  Under the postpetition facility, CIBC
was entitled to satisfy its payment obligation under the New
Aerogold Agreement by setting off against the CCAA Loan.  As of
April 30, 2004, the entire CIBC Loan has been repaid.

CIBC asserts that neither the Companies' Creditors Arrangement
Act nor any order issued by the CCAA Court prevents it from
setting off any obligations owed by Air Canada against the
obligations it owes to Air Canada as and when those obligations
become due.

Alternatively, CIBC proposes to pay any obligations due under the
New Aerogold Agreement to Ernst & Young, Inc., the Court-
appointed Monitor, to be held in trust pending the determination
of CIBC's set-off rights.  CIBC also asks the Court to enjoin Air
Canada and it successors-in-interest under the New Aerogold
Agreement from exercising any rights or remedies arising from
CIBC's non-payment of amounts otherwise due under the New
Aerogold Agreement pending the determination of its set-off
rights.

Brian McDonough, CIBC Senior Vice-President for Special Loans,
tells Mr. Justice Farley that, if CIBC pays amounts owing under
the New Aerogold Agreement in cash instead of by setoff, it will
be prejudiced by the loss of its set-off rights.  Mr. McDonough
assures the Court that CIBC is ready, willing and able to make
any payments it is required to make to Air Canada under the New
Aerogold Agreement if it has no right to setoff.

                          Objections

(1) Air Canada

Air Canada argues that CIBC has no set-off rights arising from
the repudiation of the Old Aerogold Agreements.  CIBC
acknowledged in the New Aerogold Agreement that its claim may be
impaired under any plan of arrangement or compromise as part of
the CCAA proceedings.  Air Canada also notes that the Court order
approving the New Aerogold Agreement directed Air Canada to
repudiate the Old Aerogold Agreement "effective on the coming
into effect of the New Aerogold Agreement."  The Approval Order
held that, as a consequence of the repudiation, CIBC's damages
will be a claim "provable in these proceedings as an unsecured
claim in an amount equal to the unamortized portion of the
Additional Service Fee . . . and any damages that have or may
have risen at law or equity from such repudiation as determined
through the claims procedure."

The New Aerogold Agreement provides not only for the calculation
of what is due and when it is due, it also provides a mechanism
for payment.  While the parties can mutually agree to a different
modality of payment, the requirement for a payment of a specific
sum calculated in a specific manner precludes payment of any
lesser sum plus a "defence" of payment by way of set-off.  Air
Canada contends that that form of payment is neither provided for
nor permitted by the terms of the contract itself.  The parties
took extreme care to protect the right of set-off as regards the
CN$350,000,000 CCAA loan but no steps were taken to protect any
other form of set-off.  Where the parties have expressly or
impliedly ruled out set-off, it may not be applied.

Air Canada further asserts that:

    (a) The Initial CCAA Order specifically precluded set-off of
        post-filing obligations against pre-filing obligations
        and there was, thus, no need to have the contract
        specifically prohibit that which was already prohibited by
        Initial CCAA Order;

    (b) CIBC's specific acknowledgement of Air Canada's right to
        impair CIBC's damage claim precludes CIBC from claiming
        the right to preserve that claim from impairment by
        payment in full through set-off; and

    (c) To CIBC's knowledge, the Monitor's analysis in support of
        Court approval of the New Aerogold Agreement over other
        potential options arising from the bid process was
        specifically premised on an analysis of the impact of the
        various options on creditors and did not take into account
        any potential for CIBC to obtain a preference over other
        creditors by reason of being the selected option.  If
        there were any issue of CIBC having reserved a set-off
        right, then the Monitor's analysis of the relative merits
        of the bids would have been entirely different and could
        well have resulted in a different outcome.

Air Canada contends that, if CIBC has a valid claim to set-off
pre-filing claims -- the Bank of Nova Scotia Syndicate claim --
or restructuring claims -- repudiation of Old Aerogold Agreements
-- against payments arising under the New Aerogold Agreements, it
has had that right from the time that the New Aerogold Agreements
first went into effect.  By choosing to cause to be paid the
CN$350,000,000 Loan -- which was immune from compromise under the
CCAA -- instead of the two other claims which it had which
clearly were subject to compromise, CIBC supported Air Canada's
assertion that the New Aerogold Agreement does not permit set-
off.

CIBC has gone 11 months without seeking to assert set-off rights.  
Air Canada relied on the current state of affairs and the cash
flow forecasts built on this state of affairs to attract
financing and, most recently, to seek significant concessions
from other stakeholders, including trade unions.  Having
acquiesced in the stay to date, Air Canada points out that CIBC
cannot be heard to protest the maintenance of the same stay for a
further four to five months while the restructuring is completed.

Air Canada believes that CIBC will not be prejudiced by the
maintenance of the existing stay since:

    -- The approval of the New Aerogold Agreement was obtained in
       circumstances where the parties jointly assumed that
       set-off was not an issue, as the Initial CCAA Order then
       provided;

    -- CIBC specifically agreed to the impairment of its damages
       claim in the New Aerogold Agreement;

    -- From reviewing the Monitor's Report, CIBC must have known
       that the economic analysis performed by the Monitor in
       recommending the New Aerogold Agreement over other bids
       made the assumption that CIBC's claim would be lower as a
       result and would be compromised in the CCAA, and thus not
       paid in full by way of set-off from the payment stream
       arising from the New Arrangement;

    -- CIBC first indicated its intentions in this regard almost
       11 months;

    -- In May 2003, Air Canada and CIBC both fully expected CIBC
       to be paying off the CN$350,000,000 advance until at least
       April 2004, as was in fact the case, by which time all
       parties expected Air Canada would have exited CCAA.  The
       Advance was repaid by CIBC purchases of Aeroplan points in
       less than 11 months, indicating purchases of Aeroplan
       points averaging over CN$31,000,000 per month over that
       period of time.

CIBC is now seeking to take advantage of the unexpected delay of
the CCAA proceedings by asserting a set-off claim.

It is not known what the rate of spend on the CIBC cards will be
over the coming months until emergence planned for September 30,
2004.  Assuming Air Canada merges from CCAA protection by
September 30, CIBC could potentially be seeking to exercise set-
off rights over five months' worth of payments potentially
affecting more than CN$150,000,000.

Should the Court be inclined to grant CIBC's request, Air Canada
suggests that the stay should be maintained in place for a
reasonable period of time to permit it the opportunity to seek to
accomplish the necessary steps to assign the New Aerogold
Agreement to Aeroplan to ensure that no set-off rights can or
will arise.  The assignment will require, among other things,
Court approval of the long-term commercial arrangements between
Air Canada and Aeroplan.  While not an ideal solution in light of
the on-going equity process, it is preferable to seeing
CN$150,000,000 or more placed in jeopardy.

(2) Ad Hoc Unsecured Creditors' Committee

The Creditors Committee asserts that neither the New Aerogold
Agreement nor its predecessor agreement, the Old Aerogold
Agreement, were provided to interested parties generally prior to
the approval of the New Aerogold Agreement in May 2003.

The Approval Order provided, in part, that:

      "[A]s a consequence of the repudiation of the Old
      Aerogold Agreement, CIBC's damages shall be a claim
      provable in these proceedings as an unsecured claim
      in an amount equal to the unamortized portion of the
      Additional Service Fee (as defined in the Aerogold
      Agreement) and any other damages that have or may
      have risen at law or in equity from such repudiation
      as determined through the claims procedure."

The Creditors Committee notes that the April 16, 2003 Commitment
for Financing During CCAA Proceedings, which was attached to and
referenced in the Approval Order, addresses the possibility of
set-off only in respect of the CIBC Facility and specifically
limits the set-off rights to the period of time prior to the
repayment of the CIBC Facility.  The Commitment does not
contemplate any other set-off entitlement of CIBC and, to the
contrary, clearly stipulates in the Section "Repayment" that:

      "Any purchases by CIBC of Aeroplan Miles after the date
      that the [CIBC Facility] has been repaid to CIBC in full,
      shall be paid for by CIBC to [Air Canada or Aeroplan, LP] in
      accordance with the terms of the New Agreement."

Howard A. Gorman, Esq., at Macleod Dixon, LLP, explains that CIBC
is now seeking superpriority rights, which were never sought from
Air Canada nor the CCAA Court in April and May 2003, and,
moreover, a treatment, which is inconsistent with the very terms
of the Commitment and the Approval Order.  No material available
to the Court or any interested party suggested that the CIBC
maintained any right of set-off with respect to any damages or
claims arising from the New Aerogold Agreement.  To the contrary,
all indications were that the implementation of the New Aerogold
Agreement would result in CIBC acquiring an unsecured creditor
claim.

"CIBC should not be entitled to attempt to upgrade [its]
unsecured claim by side-stepping the existing stay and setting
off un-compromised amounts against its indebtedness to Air Canada
under a post-CCAA approved agreement," Mr. Gorman tells Mr.
Justice Farley.

"Such a proposition severely dilutes any purported negotiated
benefits to Air Canada under the New Aerogold Agreement, as any
negotiated financial benefits would not benefit Air Canada or
[its] stakeholders -- they would simply be deducted by CIBC from
the critical anticipated Aerogold payments."

CIBC, Mr. Gorman says, should also be prevented and discouraged
from attempting to leverage alleged rights of set-off so as to
negotiate any enhanced rights of recovery at the expense of Air
Canada's stakeholders.

Even if CIBC's set-off rights exist, they cannot exist in the
present circumstances where CIBC has obtained the benefit of the
Court approval of the New Aerogold Agreement, where any rights of
set-off were not disclosed and the materials before the Court did
not disclose any agreed or retained rights of set-off but
indicated any CIBC claims or damages would proceed as a damage
claim in the CCAA claims process.

Accordingly, the Creditors Committee asks the CCAA Court to
dismiss CIBC's request.

                     *     *     *

Mr. Justice Farley directs CIBC to compensate Air Canada for the
bank's obligations under the New Aerogold Agreement, Bloomberg
News reports.

The CCAA Court deferred ruling on whether CIBC can withhold
future payments until its claim against Air Canada is resolved.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIRNET COMMUNICATIONS: Receives $3 Million in New Purchase Orders
-----------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in broadband software defined base station products for
wireless communications, announced that it had received
approximately $3M in new purchase orders. The purchase orders,
primarily consisting of AirNet's AdaptaCell 4000 base stations and
AirSite 3000 Backhaul Free(TM) base stations, will be resold by an
OEM Reseller to an undisclosed large, North American operator with
approximately 1.7 million subscribers serving rural and
metropolitan service areas throughout the United States.

"Receiving our first North American large operator purchase order
is a defining moment for AirNet," said Glenn Ehley, president and
chief executive officer for AirNet Communications. "For the last
several months, the OEM and AirNet team have targeted penetration
of this strategic account. Successful execution of our business
plan depends on success in this market segment. These orders are a
giant step in the right direction for AirNet."

AirNet also announced that nearly 85% of the approximately 100
cell sites purchased were for AirSite Backhaul Free base stations.
AirNet's compelling value proposition eliminates significant
operating expense by dramatically reducing the need for T1 or
microwave backhaul. AirNet achieves this "no-cost" backhaul
through the use of its patented "in-band" wireless backhaul
technology. In addition, the rapidly deployable AirSite base
stations are also "pole-mountable" further reducing costly real
estate expenditures.

"Many rural markets and highways are under-served by mobile
operators in North America because there has never been a cost-
effective, reliable voice and high-speed data solution for them,
until now," said Bennet Wong, vice president of technical sales
for AirNet Communications. "AirNet's high-speed data 2.5G solution
can be quickly and efficiently deployed in rural and highway
markets."

The Company also announced that this sale was made through an OEM
reseller and that further information regarding this transaction
is expected to be announced by the OEM reseller at a later date.

                     About AirNet

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

                       *   *   *

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


AMERIQUEST MORTGAGE: Fitch Rates $10M Class M-7 Certificate at BB+
------------------------------------------------------------------
Ameriquest Mortgage Securities Inc. 2004-R5 $831.0 million class
A-1A, A-1B, A-2, A-3 and A-4 certificates are rated 'AAA', $57.5
million class M-1 certificates are rated 'AA', $47.5 million class
M-2 certificates are rated 'A', $10.0 million class M-3
certificates are rated 'A-', $12.5 million class M-4 certificates
are rated 'BBB+', $9.0 million class M-5 certificates are rated
'BBB', $7.5 million class M-6 certificates are rated 'BBB-', and
$10 million non-offered class M-7 certificates are rated 'BB+' by
Fitch Ratings.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 15.40% subordination provided by classes M-1, M-2, M-
3, M-4, M-5, M-6, M-7, monthly excess interest and initial
overcollateralization of 1.50%. Credit enhancement for the 'AA'
rated class M-1 certificates reflects the 9.65% subordination
provided by classes M-2, M-3, M-4, M-5, M-6, M-7, monthly excess
interest and initial OC. Credit enhancement for the 'A' rated
class M-2 certificates reflects the 4.90% subordination provided
by classes M-3, M-4, M-5, M-6, M-7, monthly excess interest and
initial OC. Credit enhancement for the 'A-' rated class M-3
certificates reflects the 3.90% subordination provided by classes
M-4, M-5, M-6, M-7, monthly excess interest and initial OC. Credit
enhancement for the 'BBB+' rated class M-4 certificates reflects
the 2.65% subordination provided by classes M-5, M-6, M-7, monthly
excess interest and initial OC. Credit enhancement for the 'BBB'
rated class M-5 certificates reflects the 1.75% subordination
provided by classes M-6 and M-7, monthly excess interest and
initial OC. Credit enhancement for the 'BBB-' rated class M-6
certificates reflects the 1.00% subordination provided by class M-
7, monthly excess interest and initial OC. Credit enhancement for
the 'BB+' rated non-offered class M-7 certificates reflects
monthly excess interest and initial OC. In addition, the ratings
reflect the integrity of the transaction's legal structure as well
as the capabilities of Ameriquest Mortgage Company as Master
Servicer. Deutsche Bank National Trust Company will act as
Trustee.

As of the Cut-off date, the mortgage loans have an aggregate
balance of $1,000,000,409. The weighted average loan rate is
approximately 7.37%. The weighted average remaining term to
maturity is 352 months. The average Cut-off date principal balance
of the mortgage loans is approximately $159,388. The weighted
average original loan-to-value ratio is 77.94% and the weighted
average Fair, Isaac & Co. (FICO) score was 607. The properties are
primarily located in California (24.15%), Florida (10.89%) and New
York (7.81%).

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company. Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating, purchasing
and selling retail and wholesale subprime mortgage loans.


APTEC CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: APTEC Corporation
        810 Fentress Court, Suite 120
        Daytona Beach, Florida 32117

Bankruptcy Case No.: 04-06241

Type of Business: The Debtor offers product development services
                  with which it helps commercial clients design
                  and produce consumer and industrial goods.
                  See http://www.aptec.us/

Chapter 11 Petition Date: May 28, 2004

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Scott W. Spradley, Esq.
                  Gray, Harris & Robinson, P.A.
                  P.O. Box 3068
                  Orlando, FL 32802-3068
                  Tel: 407-843-8880

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Thomas G. Morris                           $576,644
57 Windrift Court
Ormond Beach, FL 32174

IRS                                        $118,465

County of Volusia                           $22,000

Casale Consulting                           $11,238

Dell Computer Corp.                          $8,964

AUL                                          $8,032

Brisk RCR Coffee Co.                         $6,798

DHL                                          $4,009

American Precision Prototyping, LLC          $3,629

Aetna                                        $3,475

MSC Software Corp.                           $3,373

Manpower                                     $3,347

Batesville Products, Inc.                    $2,005

Vestal & Wilder                              $1,980

MCI/Worldcom                                 $1,927

Unigraphs Solutions                          $1,894

Eastprint Incorporated                       $1,771

Dependable Tool Engineering                  $1,250

Innovative Engineering Solutions             $1,200

Compliance Consulting Services, LLC          $1,184


ARGO TECH: 8-5/8% Senior Note Tender Offer to Expire June 16, 2004
------------------------------------------------------------------
Argo-Tech Corporation announced that the period for soliciting
consents to the proposed amendment to Argo-Tech's indentures
governing its 8-5/8% Senior Subordinated Notes due 2007 expired
June 3, 2004, at 5:00 p.m., New York City time.

Argo-Tech solicited the consents to proposed amendments to the
indentures in conjunction with its pending tender offer to
purchase all of its outstanding $195 million aggregate principal
amount of the notes. The proposed amendments would remove certain
of the restrictive covenants and events of default from the
indentures.

Argo-Tech has received the requisite number of consents and the
proposed amendments will become operative on the settlement date
for the tender offer, which is anticipated to be June 21, 2004. If
the tender offer is terminated or withdrawn, or the notes are not
accepted for payment for any reason, the proposed amendments will
not become operative.

Holders that tendered their notes and delivered their consents
prior to 5:00 p.m., New York City time, on June 3, 2004, are
entitled to receive $1,028.75 per $1,000.00 of principal amount of
notes accepted for payment, plus accrued and unpaid interest, on
the settlement date. Notes validly tendered prior to 5:00 p.m.,
New York City time, on June 3, 2004, may not be withdrawn and
consents given before that date cannot be revoked.

The tender offer is scheduled to expire at midnight, New York City
time, on June 16, 2004, unless extended or earlier terminated.
Tenders of notes made after 5:00 p.m., New York City time, on June
3, 2004 may be validly withdrawn at any time until midnight, New
York City time, on the expiration date. Holders that tender their
notes after 5:00 p.m., New York City time, on June 3, 2004, but
before midnight, New York City time, on June 16, 2004, will
receive $1,026.25 per $1,000.00 of principal amount of notes
validly tendered and accepted for payment, plus accrued and unpaid
interest.

If the tender offer is consummated, Argo-Tech currently intends
promptly thereafter to call for redemption, in accordance with the
terms of the indentures, as amended by the proposed amendments,
any notes that remain outstanding, at a redemption price of
102.875% of the principal amount thereof, plus interest accrued to
the redemption date.

Questions regarding the tender offer or consent solicitation may
be directed to J.P. Morgan Securities Inc., the Dealer Manager and
Solicitation Agent, at (212) 270-9153 or (800) 245-8812 (attention
Brian Tramontozzi). Requests for documents may be directed to D.F.
King & Co., the Information Agent for the tender offer and consent
solicitation, at (800) 269-6427.

This announcement is for informational purposes only. It does not
constitute an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of consents. The tender offer and
consent solicitation are made solely by means of Argo-Tech's Offer
to Purchase and Consent Solicitation Statement, copies of which
may be obtained from D.F. King & Co.

Argo-Tech, headquartered in Cleveland, Ohio, designs,
manufactures, sells and services high performance fuel flow
devices and systems for aerospace and general industrial
applications.

                        *   *   *

As reported in the Troubled Company Reporter's May 20, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating and '1' recovery rating to Argo-Tech Corp.'s proposed
$45 million secured credit facility, indicating a high expectation
of a full recovery of principal in a default scenario. In
addition, the company's proposed $250 million senior unsecured
notes due 2011, which are to be sold under SEC Rule 144A with
registration rights, were assigned a 'B' rating by Standard &
Poor's. At the same time, Standard & Poor's affirmed its ratings,
including the 'B+' corporate credit rating, on the aerospace
supplier. The outlook remains negative.

"The affirmation reflects improved liquidity after the proposed
refinancing and signs that the commercial aerospace aftermarket is
beginning to recover, although the higher leverage will result in
a weaker overall financial profile," said Standard & Poor's credit
analyst Christopher DeNicolo.


ATLAS COLD: Ontario Securities Commission Charges Ex-Sr. Managers    
-----------------------------------------------------------------
The Ontario Securities Commission has initiated a quasi-criminal
prosecution against Patrick Gouveia, Andrew Peters, Ronald
Perryman and Paul Vickery. These four individuals were former
members of senior management at Atlas Cold Storage Holdings Inc.,
the operating entity of Atlas Cold Storage Income Trust. Gouveia
was the former Chief Executive Officer and a Director of Holdings.
Peters was the Chief Financial Officer. Perryman was the Vice-
President, Finance. Vickery was the Controller and latterly the
Director of Business Controls.

The Commission has laid two charges that Gouveia, Peters, Perryman
and Vickery violated section 122(1)(b) of the Securities Act
personally and two further charges that they violated section
122(3) as directors or officers who authorized, permitted or
acquiesced in the commission of an offence in relation to the
filing of materially misleading annual financial statements by
Atlas in 2001 and 2002.

The Commission also laid two charges that Gouveia, Peters and
Perryman violated section 122(1)(b) personally and two further
charges that they violated section 122(3) as directors or officers
who authorized, permitted or acquiesced in the commission of an
offence in relation to the filing of materially misleading
financial statements by Atlas for the first two reporting periods
of 2003.

The charges allege that Gouveia, Peters, Perryman and Vickery
personally and as directors or officers authorized, permitted or
acquiesced in the commission of an offence in relation to the 2001
Atlas financial statements that were misleading by understating
expenses, by inappropriately capitalizing expenses and by
recording expenses in 2002 which should properly have been
recorded in 2001, and thereby overstating net income and
distributable cash.

In relation to the 2002 Atlas financial statements, the charges
allege that Gouveia, Peters, Perryman and Vickery personally and
as directors or officers authorized, permitted or acquiesced in
the commission of an offence of filing financial statements that
were misleading by understating expenses, by inappropriately
capitalizing expenses and by accounting for a refund under an
asset purchase agreement as a reduction of expenses, thereby
overstating net income and distributable cash and by failing to
disclose a breach of a covenant in the Trust's lending agreement.

In relation to the filing of Atlas' interim financial statements
for the first reporting period of 2003, the charges allege that
Gouveia, Peters and Perryman personally and as directors or
officers authorized, permitted or acquiesced in the commission of
an offence of filing financial statements that were misleading by
understating expenses by inappropriately capitalizing expenses and
by failing to disclose a breach of a covenant in the Trust's
lending agreement. In relation to Atlas' interim financial
statements for the second reporting period in 2003, the charges
allege that Gouveia, Peters and Perryman personally and as
directors or officers authorized, permitted or acquiesced in the
commission of an offence of filing financial statements that were
misleading by understating expenses by inappropriately
capitalizing expenses thereby overstating net income and
distributable cash.

The Commission has also issued a Notice of Hearing and staff of
the Commission have filed a Statement of Allegations with the
Commission against the four individuals in relation to the filing
of misleading financial statements as alleged in the quasi-
criminal charges.

The Commission has not laid charges nor issued a Notice of Hearing
against Atlas. Atlas cooperated fully with staff of the Commission
since the misstatements in Atlas' financial statements were
revealed. Staff were satisfied that Atlas has taken steps to
remedy the problems that gave raise to the misstated financial
statements. In recognition of Atlas' cooperation with Staff and
acknowledging steps taken by Atlas, Staff have determined that it
would not be in the public interest to prosecute Atlas or to
commence Commission proceedings.

The first appearance in the Ontario Court of Justice on the quasi-
criminal charges is July 7, 2004 and the first appearance date on
the Commission proceedings is July 9, 2004.
    
For further information, please see the Notice of Hearing and
Statement of Allegations at http://www.osc.gov.on.ca/

Atlas Cold Storage is Canada's largest and North America's second
largest integrated temperature-controlled distribution network.
Its trust units and convertible debentures are listed on the
Toronto Stock Exchange.

                        *   *   *

As reported in the Troubled Company Reporter's February 4, 2004
edition, Atlas is in the process of attempting to negotiate an
agreement with its lenders under its Credit Agreement whereby the
lenders will deal with the existing defaults under the Credit
Agreement. The agreement being sought by Atlas will continue the
cap on availability at amounts presently outstanding and impose
additional reporting, financial and other covenants on Atlas. The
agreement will also provide the terms upon which the credit
facilities will remain in place until their scheduled maturity on
July 24, 2004. The principal terms of the agreement are subject to
continuing negotiation and it is not certain that an agreement
will be reached. The failure to obtain such an agreement may have
a material adverse impact on the Trust's financial position,
results of operations and cash flows.


AUSPEX SYSTEMS: Reports Name Change & Interim Capital Distribution
------------------------------------------------------------------
Auspex Systems, Inc. (OTC:ASPXQ) previously announced the adoption
of the First Amended Plan of Liquidation, which became effective
November 28, 2003. In February 2004, pursuant to the Plan, Auspex
changed its name to Auspex Liquidating Corporation.

The Company announced that, pursuant to Article IV, Section 2(b)
of the Plan, that it will make an interim distribution of capital
to all stockholders of record as of November 28, 2003, the Record
Date under the Plan. The aggregate amount of the interim
distribution shall be $1,375,641.09. Distributions will be mailed
to the stockholders of record as of the Record Date on or about
June 11, 2004. Distributions to stockholders whose shares are held
in "nominee" or "street" names shall be made to the applicable
broker or account representative.


BESS EATON: Taps Reynolds deMarco as Special Insurance Counsel
--------------------------------------------------------------
Bess Eaton Four & Donut Company, Incorporated sought and obtained
approval from the U.S. Bankruptcy Court for the District of Rhode
Island to employ Reynolds, deMarco & Boland, Ltd., as its special
insurance coverage counsel.

Paul Reynolds, Esq., will be principally involved in this
retention.  Mr. Reynolds will:

   a) provide the Debtor legal advice with respect to various
      ongoing insurance coverage matters;

   b) assist the Debtor with respect to any new matters that may
      arise that require insurance coverage advice; and

   c) perform all other legal services for the Debtor which may
      be necessary relative to insurance coverage matters.

The Debtor will pay Mr. Reynolds on an hourly basis but does not
disclose his hourly rate.  Mr. Reynolds reports that on September
15, 2001, he was engaged to review the Debtor's insurance coverage
in connection with the claim of George A. Cioe.  Services rendered
from that time through January 15, 2004 totaled $2,480.

Headquartered in Westerly, Rhode Island, Bess Eaton Donut Flour
Company Incorporated, is an operator of 48 retail coffee and bake
shops in locations throughout Rhode Island, Massachusetts and
Connecticut.  The Company filed for chapter 11 protection on
March 1, 2004 (Bankr. D. R.I. Case No. 04-10630).  Allan M. Shine,
Esq., at Winograd Shine & Zacks represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $9,700,000 in total assets and
$17,600,000 in total debts.


BLACK WARRIOR: Agrees to Sell Multi-Shot Division for $11 Million
-----------------------------------------------------------------
Black Warrior Wireline Corp. announced that it had entered into an
Asset Purchase Agreement to sell its assets and business known as
its Multi- Shot business to Multi-Shot, LLC, a newly formed Texas
limited liability company. These assets relate to Black Warrior's
directional drilling, downhole surveying, measurement while
drilling, steering tools and motor rental business.

The purchase price for the Multi-Shot business is $11.0 million
consisting of $10.4 million in cash and the balance in the release
of certain claims.

The Asset Purchase Agreement is subject to a number of closing
conditions including, among others, the receipt by Black Warrior
of all required consents, waivers and amendments from lenders, the
accuracy at closing of the parties' representations and warranties
made in the agreement, and the absence of certain changes or
events having a material adverse effect on the Multi-Shot
business. Closing of the transaction is also subject to receipt by
Black Warrior of a fairness opinion from Simmons & Company
International, Black Warrior's financial advisor in the
transaction, and the Buyer obtaining financing for the
transaction. Under the terms of the Asset Purchase Agreement,
either party has the right to terminate the agreement before
closing for any reason.

The net cash proceeds from the transaction are estimated to be
approximately $9.9 million, of which a minimum of $9.6 million is
to be applied in reduction of Black Warrior's senior secured
indebtedness owing to General Electric Capital Corporation. At
March 31, 2004, approximately $17.6 million of borrowings were
owing to GECC. The closing of the transaction is to occur promptly
after satisfaction of all of the conditions to the closing set
forth in the Asset Purchase Agreement, including Black Warrior
obtaining all required lender consents and approvals, and the
buyer confirming it has procured financing for the transaction.

Messrs. Allen Neel, Paul Culbreth and David Cudd, currently senior
management employees with Black Warrior, will hold equity
interests in, and shall serve in senior management positions with,
the Buyer after the closing.

Black Warrior is an oil and gas service company providing various
services to oil and gas well operators primarily in the United
States and in the Gulf of Mexico. The Company's principal lines of
business include (a) wireline services and (b) directional oil and
gas well drilling activities, including surveying services. It is
headquartered in Columbus, Mississippi. Additional information may
be obtained by contacting Ron Whitter at (936) 441-6655.

At December 31, 2003, Black Warrior Wireline's balance sheet shows
a stockholders' deficit of $23,503,994 compared to a deficit of
$18,048,445 at December 31, 2002.


BLOUNT INC: S&P Places Ratings on Credit Watch Positive
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and other ratings on niche manufacturer Blount Inc. on
CreditWatch with positive implications. The CreditWatch listing
follows Blount's April 26, 2004, filing of a registration
statement with the SEC for a proposed offering of senior unsecured
notes with maximum gross proceeds of $350 million and an offering
of common stock, and recent improvement in operating performance.

Both transactions are expected to occur in the second quarter of
2004. Blount plans to use the proceeds to refinance existing debt.

Standard & Poor's will review Blount's liquidity profile term debt
structure, near- to intermediate-term business prospects, and
financial policies before taking a further rating action. Standard
& Poor's will also review its notching on the senior secured and
subordinated debt pro forma for the potential offerings.


CAPRIUS INC: Appoints Dr. Jeffrey Hymes as Director
---------------------------------------------------
Caprius, Inc. (OTCBB:CAPR) announced that effective May 25, 2004,
Dr. Jeffrey L. Hymes was appointed as a Director to the Company's
Board.

Dr. Hymes, a native of Utica, New York and a graduate of Yale
College received his MD degree from the Albert Einstein College of
Medicine of Yeshiva University and served his medical internship
and residency at Yale New Haven Medical Center. His subspecialty
training in nephrology was at Boston University.

Dr. Hymes co-founded National Nephrology Associates (NNA), a
privately held dialysis company, until its acquisition by Renal
Care Group in April 2004. Dr. Hymes previously served as NNA's
President and Chief Medical Officer.

                   About the Company

Caprius, Inc. was founded in 1983 and through June 1999
essentially operated in the business of medical imaging systems as
well as healthcare imaging and rehabilitation services. On June
28, 1999, the Company acquired Opus Diagnostics Inc. and began
manufacturing and selling medical diagnostic assays constituting
the Therapeutic Drug Monitoring Business. In the first quarter of
fiscal 2003, the Company made major changes in its business
through the sale of the TDM Business and the purchase of a
majority interest in M.C.M. Environmental Technologies, Inc. Until
fiscal year end 2003, the Company continued to own and operate a
comprehensive imaging center located in Lauderhill, Florida.

             Liquidity and Capital Resources

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

"At March 31, 2004 the Company's cash and cash equivalent position
approximated $36,400 versus $775,000 at September 30, 2003. This
decrease is principally due to the use of funds to support the
Company's operating activities.

"The Company has for the past several years met its need for
capital in its various businesses through loans from officers,
directors and related parties other than the monies received from
the sale of the TDM business, which were primarily used to finance
the recently acquired MCM business. Due to the poor equity market
for companies such as Caprius, there has been significant
difficulty in obtaining funds from traditional sources.

"During the second quarter of 2004, the Company authorized a
short-term bridge loan for an aggregate of up to $500,000 through
the issuance of loan notes due on July 31, 2005. The funds were
utilized primarily for general working capital. The Company has
raised the $500,000, the majority of which was provided by
management of the Company. The loan notes bear interest at a rate
of 11% per annum and are secured by a first lien on any royalties
received by Opus Diagnostics Inc. from Seradyn, Inc. in accordance
with their Royalty Agreement. For every three dollars ($3.00)
loaned, the lender received two warrants to purchase one share of
Common Stock, exercisable at $0.25 per share for a period of five
years.

"During April and May 2004, the Company secured additional
financing of $1.4 million in the form of 8% Senior Secured
Convertible Promissory Notes, prior to fees and expenses. Under
the terms of this financing, the Company may raise a maximum of
$1.5 million. The funds will be used for the expansion of the
medical infectious waste disposal business and for working capital
needs.

"In light of the cash requirements needed to develop the MCM
business,the Company is actively seeking funding. The Company will
continue its efforts to seek additional funds through funding
options, including banking facilities, equipment financing,
government-funded grants and private equity offerings. There can
be no assurance that such funding initiatives will be successful
due to the difficulty in raising equity from third parties given
the Company's low stock price and current revenue base, and if
successful, will not be dilutive to existing stockholders. These
funds are required to permit the Company to expand its marketing
efforts and for the manufacture of its SteriMed(R) System as well
as for general working capital requirements. To date, Management,
their affiliates, and Sands have been the primary resources of
funding. In addition, depending upon the outcome of the pending
legal actions, additional funding for legal expenses could also be
required. Consequently, the Company's viability could be
threatened. Accordingly, the auditors' report on the Fiscal 2003
financial statements included an explanatory paragraph expressing
a substantial doubt about the Company's ability to continue as a
going concern."


CELESTICA INC: Offering $350 Million Senior Subordinated Notes
--------------------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services (EMS), announced its intention to sell
US$350 million principal amount of senior subordinated notes due
2011, subject to market and other conditions.

The offering is being made pursuant to Celestica's shelf
registration statement previously filed with and declared
effective by the Securities and Exchange Commission. The net
proceeds of the offering of the senior subordinated notes are
currently anticipated to be used for the potential repurchases of
Liquid Yield Option Notes, or LYONs, and general corporate
purposes, including future acquisitions.

Citigroup Global Markets Inc., Banc of America Securities LLC and
Deutsche Bank Securities Inc. will act as joint book-running
managers for Celestica's notes offering. Full details of the
offering, including a description of, and certain risk factors
related to, the notes and our business, are contained in a
prospectus supplement dated today, which is available from
Citigroup Global Markets Inc., Prospectus Department, Brooklyn
Army Terminal, 8th Floor, 140 58th Street, Brooklyn, New York
11220.

Celestica also announced the amendment of its existing
US$250 million 364-day revolving term credit facility, which has
been increased in size to US$600 million with its maturity
extended from October 2004 to June 2007. Concurrent with this
amendment and extension, Celestica elected to terminate its US$500
million four-year revolving facility, which would have otherwise
matured in June 2005. No amounts are currently outstanding under
either of these facilities.

CIBC World Markets and RBC Capital Markets acted as Joint Lead
Arrangers, Canadian Imperial Bank of Commerce acted as
Administrative Agent, RBC Capital Markets and Banc of America
Securities LLC acted as Co-Syndication Agents and The Bank of Nova
Scotia acted as Documentation Agent for the amendment and
extension.

                      About Celestica

Celestica is a world leader in the delivery of innovative
electronics manufacturing services (EMS). Celestica operates a
highly sophisticated global manufacturing network with operations
in Asia, Europe and the Americas, providing a broad range of
integrated services and solutions to leading OEMs (original
equipment manufacturers). Celestica's expertise in quality,
technology and supply chain management, enables the company to
provide competitive advantage to its customers by improving time-
to-market, scalability and manufacturing efficiency.

As reported in the Troubled Company Reporter's March 31, 2004
edition, Standard & Poor's Ratings Services lowered it long-term
corporate credit rating and unsecured debt on Celestica Inc. to
'BB' from 'BB+'. At the same time, Standard & Poor's lowered its
subordinated debt rating on the company to 'B+' from 'BB-'.
The outlook is negative.

"The ratings on Celestica reflect the continued difficult end-
market conditions and sub par operating performance in the highly
competitive electronic manufacturing services (EMS) sector," said
Standard & Poor's credit analyst Michelle Aubin. These factors are
partially offset by the company's tier-one position in the EMS
sector and longer-term trends favoring electronic manufacturing
outsourcing.

The negative outlook reflects Standard & Poor's expectation that
revenues and operating performance will improve and that negative
free operating cash flow will moderate in fiscal 2004. Any decline
from expectations could result in the ratings being lowered.


CENTIV INC: Arranges $183 Million Equity Line of Credit for Growth
------------------------------------------------------------------
Centiv Inc. (OTCBB: CNTV) announced that it has signed an
engagement letter and term sheet to provide Centiv with a 3-year
equity line of credit of up to GBP 100 million and that it will
seek a listing on the London AIM Exchange concurrently through a
$6 billion fund and a London-based investment bank.

The credit facility will be utilized to make and to complete
acquisitions which the company hopes to finalize during the next
few weeks and would also be used to meet funding requirements of
its wholly-owned subsidiary Beijing Multimedia Ltd., under its
contract with CITIC Cultural and Sports Industry Co. Ltd.,
according to Mr. Shawn Mak, President of Centiv.

Mr. Mak added that the AIM listing is an excellent opportunity to
broaden international awareness of the company offering multiple
benefits including market liquidity and depth through a broader
overall reach to all sectors of the investment community abroad.

Centiv is technically in default of the original agreement with
CITIC Cultural due to various cash calls. However, Centiv has
obtained extensions of time as the negotiations with the sources
of financing were intermittently interrupted by the de-listing of
the company's stock from the NASDAQ Small Cap Market and while the
company completed its required filings to begin trading on the OTC
Bulletin Board.

Commenting on the financing and AIM listing opportunities, the
Company's spokesperson said, "The company intends to use the
equity line to meet the working capital requirements of Beijing
Multimedia Ltd., including US$50 million in future payments to
Citic Cultural and Sports Industry Co. Ltd., and for other
acquisitions currently under negotiation."

AIM is the London Stock Exchange's global market for smaller,
growing companies. Since AIM opened in 1995, more than 1,200
companies have been admitted. Collectively, these companies have
raised more than US$14 billion while on AIM. AIM is operated,
regulated and promoted by the London Stock Exchange.

                   About the Company

Centiv is a holding company with two wholly owned subsidiaries --
Centiv Services, Inc. and Beijing Multimedia Ltd. The company said
it is in the process of negotiating other sources of financing and
forming other subsidiaries, in anticipation of completing a number
of other corporate film, TV production, publishing and other
multimedia-related acquisitions currently under negotiations which
if completed, will require in excess of US$200 Million in
additional working capital. The company also said that it is in
discussions with additional management personnel experienced in
the areas of domestic and international publication, advertising,
and film production and distribution to join the company's team.


COMMUNICATIONS RESEARCH: Secures Financing for TeleWriter Relaunch
------------------------------------------------------------------
Communications Research, Inc. (OTCBB:CRHI) announced that it has
secured financing for the sales and marketing re-launch of
TeleWRITER 3.0 and has commitments for additional funding to
aggressively position TeleWRITER as a key industry player in the
$3 billion collaborative computing market.

"This major step puts the final piece of the puzzle in place for
the re-launch of TeleWRITER, which promises to be a multi-million
dollar product for the company within 12 months," remarked company
president Carl Ceragno. "Beta-testing with major power users will
begin in the next two weeks and we have been taken aback by the
strong response we've received from current users clamoring for
the upgrade. This is a very exciting time for the company."

At its peak, TeleWRITER-AGS had approximately a 60% share of the
collaborative computing market in the mid-1990s. CRHI acquired the
technology 4 years ago, with the expectation of re-launching the
product to old users and capturing the rapidly growing market.
Early indications suggest that there is still considerable
interest from prior users and new prospective users are
enthusiastic about TeleWRITERS' features and price-point.

                         *   *   *

               Liquidity and Capital Resources

In the Form 10-QSB for the quarterly period ending March 31, 2004,
filed with the Securities and Exchange Commission, Communications
Research, Inc. reports:

"We have incurred cumulative losses during our development stage.
At March 31, 2004 we have an accumulated deficit of $1,498,468 and
the report of our independent auditor on our audited financial
statements at December 31, 2003 contained a going concern
modification. A major factor in this deficiency is an item carried
on the Company books of $807,038 as Additional Paid in Capital
which was transferred from the books of the former parent company,
prior to the Spin Off from Visual Telephone International in which
capital raised by that corporation was shown incorrectly on the
books of this company. The company will continue its effort to
correct the current figures to be representative of actual
liabilities and assets.

"We will continue to incur losses during the foreseeable future
and have yet to achieve revenues sufficient to offset direct
expenses and corporate overhead. Our core business of Consulting
Engineering has seen a significant increase in bookings of 300%
for the current quarter and expects this to continue well into the
future with new national clients it has been successful in
booking. The increase in bookings has caused the company to incur
the expense of adding employees to handle the new work load.
Additional office and engineering equipment is further needed as
new hire's are brought in. In the first quarter, the company
purchased new CAD computers and software systems, replacing out
dated hardware and software. We feel these design aids put us in
the forefront of technology, and way ahead of our competition. Our
internal systems should be current for at least two years before
upgrades are needed. While we are taking measures to expand our
revenues, improve our liquidity and hold our expenses to a
minimum, we cannot guaranty being successful in our efforts. The
company will be using revenues from the Regulation S Offers it has
engaged into to fund the final packaging, initial marketing and
roll out of the new TeleWriter Computing Collaboration System. Our
failure to secure necessary capital when needed could have a
material adverse effect on our financial condition and results of
operations in future periods."

At March 31, 2004, Communications Research, Inc.'s balance sheet
shows a stockholders' deficit of $364,971 compared to a deficit of
$406,513 at December 31, 2003.


CONCERT INDUSTRIES: Director Boyes Resigns For Personal Reasons
---------------------------------------------------------------
Concert Industries Ltd. (TSX:CNG) announced that Mr. Bayne Boyes
has resigned as a director of the Company for personal reasons. He
has been a director of the Company since 1992.

"We thank Mr. Boyes very much for his contributions and dedication
to the Company over this period, and we wish him all the best,"
said Mr. Raoul Heredia, President and CEO of Concert Industries
Ltd.

Concert Industries Ltd. is a company specializing in the
development and manufacture of cellulose fiber based non-woven
fabrics using airlaid manufacturing technology. Concert's products
have superior absorbency capability and are key components in a
wide range of personal care consumer products, including feminine
hygiene and adult incontinence products. Other applications
include pre-moistened baby wipes, disposable medical and
filtration applications and tabletop products. The Company has
manufacturing facilities in Canada, in Gatineau and Thurso,
Quebec, and in Germany, in Falkenhagen, Brandenburg.

                     *     *     *

As reported in the Trouble Company Reporter, May 18, 2004 issue,
on August 5, 2003, the Company and certain of its North American
subsidiaries obtained an order from the Quebec Superior Court of
Justice providing creditor protection under CCAA Proceedings. The
Company's European operations are excluded from the CCAA
Proceedings. PricewaterhouseCoopers Inc. was appointed by the
Court to act as a Monitor, and this order is currently in effect
until June 30, 2004. A plan to turn the Company around was
approved by the Board of Directors on September 23, 2003 and in
this plan management anticipates that operational improvements and
other financial arrangements will result in improved operating
performance by the Company.


CORNELL COMPANIES: S&P Assigns 'B' Rating to Corporate Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to corrections, treatment, and educational services
provider Cornell Companies Inc.

At the same time, Standard & Poor's assigned its 'B-' senior
unsecured debt rating to the company's proposed $110 million
senior notes due 2012. The ratings are based on preliminary
offering statements and are subject to review upon final
documentation.

Proceeds from the new notes will be used to refinance the
company's existing indebtedness of about $66.4 million and to fund
an acquisition of an undisclosed correctional services firm for
about $10 million. As part of the transaction, Cornell will be
entering into a new $60 million four-year senior secured revolving
credit facility due 2008, which will be undrawn at closing. The
new revolving credit facility will be used for general corporate
purposes.

The outlook is stable. Standard & Poor's estimates that Cornell
will have about $293 million of total debt outstanding at closing.

"The ratings on Cornell reflect its narrow business focus, limited
size, customer concentration and leveraged financial profile,"
said Standard & Poor's credit analyst David Kang. "Somewhat
mitigating these factors are the company's good market position
and favorable demographic trends."

Houston, Texas-based Cornell is a narrowly focused company that
provides corrections, treatment, and educational services to
federal, state, and local government agencies. The company has
three operating divisions: adult secure, juvenile, and community
corrections. With about 8,000 beds in the U.S., Cornell's adult
secure division is the third-largest participant in the U.S.
privatized corrections industry. The two larger industry
participants, Corrections Corp. of America (CCA, B+/Positive/--)
and The GEO Group (B+/Watch Neg/--) have about 60,000 beds and
27,500 beds, respectively, in the U.S., and Standard & Poor's
believes that Cornell could face long-term challenges given the
size advantage of these companies. Within the highly fragmented
niche juvenile and community corrections markets, Cornell
maintains significant presence, but it is not the market leader in
either of these two segments.

Given the company's customer concentration in government agencies,
as well as the sales concentration among top customers, budget
constraints at the state and federal level present near-term
challenges for corrections industry participants. Also, policy
changes and changes in political leadership can affect decisions
about the outsourcing of prison services. Still, recent economic
and demographic trends have increased prospects for growth of the
domestic inmate population, and overcrowding in state and federal
systems should provide growth opportunities in the privatized
corrections market.


DATAWORLD SOLUTIONS: Regains Listing Status on the OTC BB
---------------------------------------------------------
DataWorld Solutions, Inc. (OTCBB: DWLD) announced that its common
stock was re-listed on the OTC Bulletin Board effective June 2,
2004. The stock will continue to trade under the symbol DWLD.

"Our re-listing on the Bulletin Board marks a significant step in
our efforts to restructure the Company and enhance shareholder
value," said Daniel McPhee, President. "We are continuing to
eliminate debt, improve our cost structure and add new and
exciting products to our portfolio. With multiple opportunities
for our security products, DataWorld Solutions has never been
better positioned to deliver value for shareholders."

            About DataWorld Solutions, Inc.

DataWorld Solutions, Inc. is a multi-regional manufacturer of
electronic cable assemblies used in providing connectivity
solutions for customers operating a wide range of data systems to
include linking or connecting standard or proprietary electronic
devices and peripheral components from different vendors to
provide solutions for various customer equipment configurations
and requirements. DataWorld adds value by providing connectivity
solutions, which may include distributed sales for passive
components such as electronic connectors, electronic wire and
cable, cabinets and racks and patch panels, and active components
including hubs, bridges, routers, gateways and modems. DataWorld
encourages customers to discuss their unique cabling requirements
with its experienced sales/marketing support team so that cost-
effective solutions can be provided for customer specific needs.

            Liquidity and Capital Resources

In its Form 10QSB for the quarterly period ended March 31, 2004
filed with the Securities and Exchange Commission, DataWorld
Solutions reports:

"The Company has current assets of $252,325 (including $11,192 in
cash) compared with current liabilities of $6,407,444, resulting
in a working capital deficit of $6,155,119 as of March 31, 2004.
In addition, the Company incurred a net loss of $3,161,684 for the
nine months ended  March  31, 2004 and has incurred significant
net losses in each of the three preceding  fiscal  years and has a
stockholder's  equity deficit of $6,940,412 at March 31, 2004.
Such deficits and recurring losses raise questions about the
Company's ability to continue as a going concern.

"Additionally, the Company's continuation is also threatened by
the existence of numerous judgments on trade payables, defaults on
various secured  indebtedness and  delinquencies on certain tax
obligations.  These conditions could result in the seizure of
Company assets and/or its being forced into bankruptcy."


DELTA AIR: Gary Beck Replaces Kolshak as VP --Flight Operations
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced the promotion of Captain
Gary L. Beck, director - Flight Operations and chief pilot, to
vice president - Flight Operations and chief pilot, effective
immediately.  Beck replaces Joe Kolshak, who was named Delta's
senior vice president and chief of operations.

Beck is responsible for the training, scheduling and management of
Delta's 8,400 pilots and 500 Flight Operations staff and ground
personnel.  He will report directly to Kolshak.

Beck, 57, began his airline career with Western Airlines in 1973
and served in a variety of management roles of increasing
responsibility.  He joined Delta in 1987 as a result of the
Western merger and has held the positions of chief pilot - Los
Angeles, general manager - Flight Operations and, most recently,
director - Flight Operations and chief pilot.

"Gary brings tremendous operational knowledge and an in-depth
understanding of Delta's Flight Operations with him to his new
role, and will deliver exceptional leadership through the
challenging times ahead," Kolshak said.

Delta Air Lines celebrates its 75th anniversary in 2004. Delta is
the world's second largest airline in terms of passengers carried
and the leading U.S. carrier across the Atlantic, offering daily
flights to 497 destinations in 86 countries on Delta, Song, Delta
Shuttle, the Delta Connection carriers and its worldwide partners.
Delta's marketing alliances allow customers to earn and redeem
frequent flier miles on more than 14,000 flights offered by
SkyTeam, Northwest Airlines, Continental Airlines and other
partners. Delta is a founding member of SkyTeam, a global airline
alliance that provides customers with extensive worldwide
destinations, flights and services. For more information, please
visit http://www.delta.com/

                      *   *   *

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


DOMAN INDUSTRIES: Nominates Lee Doney as Lumberco Director
----------------------------------------------------------
Doman Industries Limited announces that in connection with
proceedings under the Companies' Creditors Arrangement Act and the
Plan of Compromise and Arrangement, Mr. Lee Doney has been
nominated to serve as a Director of Lumberco, the newly
incorporated company which will acquire all of the existing lumber
assets of Doman under the Plan. Mr. Doney will join the other
seven directors who have already been nominated.

Lee Doney was Deputy Minister of Skills and Development and Labour
for the Provincial Government of British Columbia from June, 2001
until his retirement in April 2004. Born in Duncan, British
Columbia, he was a Deputy Minister in the B.C. Government for over
15 years and served in a number of other posts. He brings a wealth
of experience from his career in government service including
previous responsibilities as Deputy Minister of Forests; Chief
Executive Officer of Forest Renewal BC; Interim Chair, Industry
Training and Apprenticeship Commission; Chief Executive Officer of
the British Columbia Labour Force Development Board; Chairman of
the Workers Compensation Board of Governors; Executive Director to
the Provincial Round Table on the Environment and the Economy;
and, Executive Director for the BC Treaty Commission.

In addition, the Company announces that it has made certain
technical amendments to the Plan that it intends to present to
affected creditors at the meeting held to approve the Plan. The
technical amendments relate to the disposition of the Port Alice
pulp mill. They also amend the definitions of Restricted Group and
Standby Purchasers. The technical amendments may be obtained by
accessing the Company's website at http://www.domans.com/

The meeting of affected creditors to approve the Plan was held on
June 7, 2004.

The Company also announces that KPMG Inc., the Monitor appointed
by the Supreme Court of British Columbia under the CCAA has filed
with the Court its 22nd report dated June 2, 2004. The Monitor's
report, a copy of which may be obtained by accessing the Company's
website www.domans.com or the Monitor's website --
http://www.kpmg.ca/doman/-- contains selected unaudited financial  
information and information in connection with the meeting of
affected creditors.

Doman is an integrated Canadian forest products company and the   
second largest coastal woodland operator in British Columbia.   
Principal activities include timber harvesting, reforestation,   
sawmilling logs into lumber and wood chips, value-added   
remanufacturing and producing dissolving sulphite pulp and NBSK   
pulp. All the Company's operations, employees and corporate   
facilities are located in the coastal region of British Columbia   
and its products are sold in 30 countries worldwide.


DOMINIX INC: Changes Name to 110 Media Group, Inc.
--------------------------------------------------
As previously announced, Dominix, Inc. (OTCBB:DMNX) (OTCBB:OTEN),
effected June 4, 2004, a reverse split of its outstanding common
stock on the basis of one (1) share-for-two hundred (200) shares.
Also, effective June 4, 2004, the Company changed its name to "110
Media Group, Inc." and changed its trading symbol to "OTEN".
Effective upon the reverse split, the Company will have 9,605,399
shares of common stock outstanding.

At March 31, 2004, Dominix, Inc's balance sheet shows a
stockholders' deficit of $369,550.


EAST ATLANTA AT GRANT PARK: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: East Atlanta at Grant Park Academy, Inc.
        P.O. Box 18186
        Atlanta, Georgia 30316

Bankruptcy Case No.: 04-94294

Chapter 11 Petition Date: May 28, 2004

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255
                  Fax: 770-984-0044

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


EL CAPITAN: Inks 10-Year Iron Ore Sale Pact with Asia Finance Corp
------------------------------------------------------------------
El Capitan Precious Metals, Inc. (OTCBB:ECPN) announced that it
has signed a non-binding letter of intent with Asia Finance
Corporation to deliver up to 1.8 million tons of iron ore per year
over a 10-year period. Based on a third-party report, the Company
estimates it has approximately 25 million tons of iron ore in
reserve at its El Capitan mine. AFC is the United States
representative for a significant Chinese corporation. Completion
of this transaction is subject to further due diligence by each
party, negotiation and execution of a definitive agreement, and
any necessary state or federal regulatory approvals.

"This contract, if consummated, should not affect our precious
metals recovery," El Capitan President, Chuck Mottley, said.
"AuRIC Metallurgical Labs has done the research for us, and over
80% of the precious metals values are in the non-magnetic ore. We
plan to use magnetic separators to separate the iron ore from the
precious metals, and this will be the first steps of
concentration. The second step of concentration will be leaching
chemically the precious metals from the non-metallic ore.

"AuRIC Metallurgical Labs is designing the flow sheet and the
process to recover the precious metals. In their tests of head
ore, AuRIC has identified commercial values of platinum and
palladium. We are beginning the process of filing for the
necessary permits so that we are prepared if this comes to
fruition," continued Mr. Mottley.

"Under the terms of the letter of intent with AFC, we would
receive the capital necessary to begin the operation without the
need for further financing, assuming we are able to execute a
definitive agreement for the transaction. We are ready for this
challenge and are in the process of lining up the necessary
personnel and equipment, should we be successful in closing the
transaction," Mr. Mottley concluded.

                       About the Company

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


ELIZABETH ARDEN: Records $13.7 Million First Quarter Net Loss
-------------------------------------------------------------
Elizabeth Arden, Inc. (Nasdaq: RDEN), a global prestige fragrance
and beauty products company, announced financial results for the
first fiscal quarter ended May 1, 2004.

In line with previously announced expectations, the first quarter
net loss attributable to common shareholders was $13.7 million, or
$0.56 per share, an improvement of $0.37 per share over the net
loss attributable to common shareholders of $16.7 million, or
$0.93 per share, in the first quarter of the prior fiscal year.
First quarter results exclude the previously announced debt
extinguishment charges associated with the redemption in February
2004 of the 10 3/8% senior notes due 2007 with the proceeds from
the sale of the 7 3/4% senior subordinated notes due 2014, as well
as previously announced restructuring charges related to the
consolidation of the Company's U.S. distribution facilities, net
of related tax benefits. In addition, the results exclude the non-
cash charge for the accelerated accretion associated with the
conversion of a portion of the Series D Convertible Preferred
Stock owned by Unilever, which was converted into common stock by
Unilever and transferred to a charitable organization in April
2004. Including these charges, first quarter net loss attributable
to common shareholders was $0.95 per share on a reported basis.

Net sales grew to $140.8 million from $134.8 million in the prior
year period, reflecting a 4.5% increase. The increase was driven
by an increase in fragrance sales to mass retail customers, the
launch of the Elizabeth Arden Provocative Woman fragrance,
improved travel retail performance and the favorable impact of
foreign currency rates. Partially offsetting the positive overall
sales trend were increased in-store promotional costs to support
the new fragrance launch, as that component of promotional costs
reduces net sales for accounting purposes.

Gross margin expanded to 40.4% from 36.2% in the first quarter of
the prior fiscal year. The significant gross margin improvement is
due to increased sales of higher margin Company-owned and licensed
brands and an increase in travel retail sales combined with lower
supply-chain and distribution costs.

Selling, general and administrative expenses were $66.4 million
compared to $55.6 million in the prior year period, reflecting
primarily increased investments in brand development and marketing
support. The Company increased its marketing expenses in the first
quarter to support both the Elizabeth Arden Provocative Woman
fragrance launch and the skinsimple skin care launch at Wal-Mart.
The Company introduced the new Elizabeth Arden fragrance in U.S.
department stores in April 2004 and is scheduled to launch the
fragrance in international markets in September 2004.

During the quarter, the Company also signed a fragrance and
cosmetic license agreement with Britney Spears and will launch the
first fragrance in U.S. department stores in September 2004. As a
result, the Company incurred additional product development,
marketing and creative expenses than previously anticipated.
Initial reaction to this launch and the Provocative Woman launch
has been extremely positive, and the Company expects each launch
will contribute significantly to the Company's business in the
fall and into the next calendar year.

E. Scott Beattie, Chairman and Chief Executive Officer of
Elizabeth Arden, Inc., commented, "Retail sales results across all
our selling units are strong. We also are excited by the
performance of our new Provocative Woman fragrance. The success of
this and our other recently launched products is evidence that our
strategy of investing in our brands is on the right course,
particularly as the global retail environment continues to
improve. In addition, the consolidation of our U.S. distribution
facilities was completed on time and as budgeted, and we are on
track to deliver the anticipated savings. Based on initial
indications of holiday season promotional set demand and reaction
to our new fragrance launches, we look forward to a strong new
June 30, 2005 fiscal year."

                          Outlook

As announced separately, the Company is changing its fiscal year
end from January 31st to June 30th. The Company is comfortable
with its previously provided 8% to 10% annual increase in net
sales and 22% to 24% annual increase in EPS over the prior fiscal
year, excluding charges.

The Company plans to provide more specific guidance for the new
fiscal year ending June 30, 2005 in August when the Company
reports its results for the five-month transition period ending
June 30, 2004. For the new fiscal year ending June 30, 2005, the
Company anticipates a continuation of the 8% to 10% increase in
net sales and an upside to the EPS growth, due to the annualized
effects of the recapitalization and positive results of new
product launches. For the five months ending June 30, 2004, the
Company expects net sales of approximately $215.0 million and
earnings per share, excluding charges, to improve by $0.70 to
$0.75 over the five-month period ending June 28, 2003. Net sales
and the loss per share for the five months ended June 28, 2003
were $205.2 million and $1.92, respectively.

Elizabeth Arden (S&P, B- Senior Subordinated Debt and B+ Corporate
Credit Ratings, Stable Outlook) is a global prestige fragrance and
beauty products company. The Company's portfolio of leading brands
includes the fragrance brands Red Door, Red Door Revealed,
Elizabeth Arden green tea, 5th Avenue, ardenbeauty, Elizabeth
Taylor's White Diamonds, Passion, Forever Elizabeth and Gardenia,
White Shoulders, Geoffrey Beene's Grey Flannel, Halston, Halston
Z-14, Unbound, PS Fine Cologne for Men, Design and Wings; the
Elizabeth Arden skin care line, including Ceramide and Eight Hour
Cream; and the Elizabeth Arden cosmetics line.


ENRON: Sues 23 Creditors to Recover $19 Mil. Preference Payments
----------------------------------------------------------------
On or within 90 days prior to the Petition Date, the Enron
Corporation Debtors made, or caused to be made, these Transfers:

   Creditor                                     Amount
   --------                                     ------
   Dresser-Rand Co.                            $28,279
   Foreman Electric Service Co., Inc.           32,768
   IBM Corporation                          16,519,792
   Innovative Network Solutions                285,096
   J Lee Scoggins                               30,625
   Jupiter Holding, LLC                        371,591
   Lehr Construction Corporation                83,992
   Lewis, Longman & Walker, PA                  27,759
   Lexis-Nexis                                 123,903
   Longhorn Leasing, Inc.                       88,428
   Matrix.Net, Inc.                            650,000
   Media Sourcery, Inc.                        141,957
   Michael Dobbins & Co.                        26,954
   Omni Trax Leasing, LLC                       55,171
   Panalpina, C.A.                              73,889
   Postage by Phone System                     120,000
   Power Distribution, Inc.                     49,884
   Prime Refrigeration Corporation             111,834
   Quality Container Maintenance, LP            37,018
   Qwest Cyber Solutions, LLC                   63,800
   Retrofit Originality, Incorporated           48,500
   Richard Parmer                               36,750
   Universal Project Management                205,061
                                          -------------
                                           $19,213,051

Neil Berger, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that:

   (a) the Transfers constitute transfers of interest of the
       Debtors' property;

   (b) the Debtors made, or caused to be made, the Transfers to,
       or for the benefit of, the Creditors;

   (c) the Debtors made, or caused to be made, the Transfers for,
       or on account of, antecedent debts owed to the Creditors
       prior to the dates on which the Transfers were made;

   (d) the Debtors were insolvent when the Transfers were made;

   (e) the Transfers enabled the Creditors to receive more than
       it would have received if:

       -- these cases were administered under Chapter 7;

       -- the Transfers had not been made; and

       -- the Creditors had received payment of the debt to the
          extent provided by the Bankruptcy Code.

Thus, Mr. Berger contends that the Transfers constitute avoidable
preferential transfers pursuant to Section 547(b) of the
Bankruptcy Code.  In accordance with Section 550(a) of the
Bankruptcy Code, the Debtors may recover from the Creditors the
amount of the Transfers, plus interest.

In the alternative, Mr. Berger asserts that the Transfers are
avoidable fraudulent transfers under the purview of Section
548(a)(1)(B) of the Bankruptcy Code since:

   (a) the Transfers constitute transfers of interest in the
       Debtors' property;

   (b) the Transfers were to or for the benefit of the Creditors;

   (c) the Debtors received less than reasonable equivalent
       value in exchange for some or all of the Transfers;

   (d) upon information and belief, the Debtors were insolvent,
       or became insolvent, or had unreasonably small capital in
       relation to their businesses or their transactions at the
       time or as a result of the Transfers; and

   (e) the Transfers were made within one year prior to the
       Petition Date.

Accordingly, the Debtors seek a Court judgment:

   (i) avoiding and setting aside the Transfers pursuant to
       Section 547(b);

  (ii) in the alternative, avoiding and setting aside the
       Transfers pursuant to Section 548(a)(1)(B);

(iii) awarding them judgment in an amount equal to the
       Transfers and directing the Creditors to immediately pay
       the Debtors an amount equal to the Transfers pursuant to
       Section 550(a), together with interest from the date of
       the Transfers; and

  (iv) awarding them their attorneys' fees, costs and other
       expenses incurred. (Enron Bankruptcy News, Issue No. 109;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORPORATION: Reports Three De Minimis Asset Sales
-------------------------------------------------------
Pursuant to the De Minimis Sale Procedures, the Enron Corporation
Debtors inform the Court that they intend to sell these assets:  
  
1. About 146 publicly traded preferred shares and 155 publicly
   traded common shares of Lodgian, Inc.
  
   Seller:  Enron Energy Service, Inc.
  
   Buyer:   Unknown market buyer
  
   Price:   Based on current market value of the Shares,
            proceeds are expected to be about $4,717
  
   EESI will sell the Shares on AMEX through a broker that will
   charge a standard fee of about $60, which EESI believes is
   the best way to obtain fair market value for the Shares.

2. About 7,747 publicly traded common shares of Metals USA

   Seller:  Enron Corporation, EESI and Enron North America
            Corporation

   Buyer:   Unknown market buyer

   Price:   Based on the current market value of the Shares,
            proceeds are expected to be about $96,000

   The Enron Parties will sell the Shares on NASDAQ, a public
   exchange, which the Enron Parties believe is the best way to
   obtain fair market value for the Shares.

3. A parcel consisting of 97.13 acres of vacant land located
   at Khewat No. 69, Chak No. 149-10-R, Tehsil Jahanian,
   District Kahnewal, Pakistan

   Seller:  Atlantic Commercial Finance, Inc.'s non-debtor
            subsidiary, Enpak Power (Private) Company

   Buyer:   Zameer Mahamed & Azra Perveen Khan

   Price:   $130,000

   Enpak marketed the Property through a local brokerage firm,
   Iqbal A. Nanjee & Co., located in Karaci, Pakistan.  In August
   2003, the Property was posted on an online Pakistan real
   estate listing service.  The Purchasers submitted the only bid
   for the Property.  Enpak believes that the Purchase Price is
   an accurate reflection of the market value of the Property and
   is therefore fair and reasonable. (Enron Bankruptcy News, Issue
   No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORPORATION: Settles Disputes With 15 Counterparties
----------------------------------------------------------
Pursuant to the Amended Safe Harbor Termination Protocol, the  
Enron Corporation Debtors inform the Court that they have reached
settlements with  15 parties with respect to these Contracts:  
  
A. Interstate Gas Contracts  

   * Netting Agreement, dated June 1, 1998, between ENA and
     Interstate Gas Supply, Inc.;

   * Two Enfolio Master Firm Purchase and Sale Agreements
     between ENA, EESI and Interstate Gas;

   * Two Base Contracts for Short-Term Sale and Purchase of
     Natural Gas between ENA and Interstate Gas; and

   * Two Enfolio Master "Spot" Purchase/Sale Agreements between
     ENA, EESI and Interstate Gas

B. Northville Industries Contracts

   * Master Agreement between Enron Risk Management Services
     Corp. and Northville Industries Corporation, entered into
     as of July 1, 1993;

   * General Terms and Conditions Applicable to Crude Oil,
     Products and Petrochemicals Transaction, dated March 1,
     1996, between Enron Liquid Fuels, Inc., and Northville
     Industries; and

   * Guaranty Agreement, dated July 1, 1993, between Enron
     Corporation and Northville Industries

C. Exelon Contracts

   * Master Power Purchase and Sale Agreement, dated July 25,
     2000, between Enron Power Marketing, Inc., and CommonWealth
     Edison Company, which was subsequently assigned to Exelon
     Generation Company, LLC;

   * One Way Enabling Agreement, dated August 21, 1995, between
     EPMI and Peco Energy Company, which was subsequently
     assigned to Exelon;

   * One Way Service Agreement, dated July 1, 2001, between EPMI
     and Peco Energy Company, which was subsequently assigned to
     Exelon;

   * Western Systems Power Pool Agreement, dated July 1, 2001,
     between EPMI and Exelon;

   * Confirmations for Coal Sale and Purchase Agreement between
     ENA and Exelon;

   * Confirmations for Financial Power General Terms and
     Conditions between ENA and Exelon; and

   * Guarantee Agreement, dated March 30, 2001, executed by
     Enron in favor of Exelon

D. Logan Contracts

   * Three Confirmations for Coal Sale and Purchase Agreement
     between ENA and Logan; and

   * Guaranty Agreement, dated September 10, 1998, issued by
     International Industries, Inc., in for the benefit of ENA
     as collateral for the obligations of Logan to ENA

E. The New York Times Contracts

   * ISDA Master Agreement between ENA and The New York Times
     Company, dated as of February 11, 1998; and

   * Enron Corp. Guaranty, dated as of February 11, 1998

F. Williams Production Contracts

   * Netting Agreement, dated January 1, 1999, between ENA and
     Williams Production RMT Company;

   * Master Firm Purchase and Sale Agreement, dated February 1,
     1993, between ENA and Williams Production;

   * Master Energy Price Swap Agreement, dated February 1, 1993,
     between ENA and Williams Production;

   * Two Base Contracts for Short-Term Sale and Purchase of
     Natural Gas between ENA and Williams Production;

   * Enfolio General Terms and Conditions between ENA and
     Williams Production; and

   * Guaranty, dated February 1, 1993, executed by ENA in favor
     of Williams Production

G. WTG Contracts

   * Master Agreement between ENA and WTG Gas Marketing, dated
     July 25, 1997;

   * Master Energy Price Swap Agreement between ENA and West
     Texas Gas, Inc., dated May 3, 1993;

   * Master Firm Purchase/Sale Agreement between ENA and West
     Texas Gas;

   * Enron Guaranty, dated July 25, 1997, for WTG's benefit;

   * Enron Guaranty, dated September 23, 1997, for West Texas'
     benefit; and

   * J.L. Davis Guaranty, dated September 12, 1997, for ENA's
     benefit

H. CHS Contracts

   * Two Enfolio Firm Confirmations between ENA and CHS, Inc.;

   * Enfolio Spot Confirmation, dated April 24, 2001, between
     ENA and CHS;

   * SO2 Allowance Purchase Agreement, dated June 7, 1999,
     between ENA and CHS; and

   * Master Energy Purchase and Sale Agreement, dated March 1,
     1999, between EPMI and CHS

I. ConAgra Contracts

   * Thirteen various contracts between several Debtors and
     ConAgra Trade Group, Inc.;

   * Nine Guarantees ConAgra made in favor of the Debtors; and

   * Six Enron Guarantees in favor of ConAgra

J. Arch Coal Contracts

   * ISDA Master Agreement dated September 25, 2001 between ENA
     and Arch Coal, Inc.;

   * Twenty-seven Coal Sale and Purchase Agreement Confirmations
     between ENA and Arch Coal and its subsidiaries and
     affiliates;

   * Call Option Agreement, dated January 31, 2001, between ENA
     and Arch Coal Sales Company;

   * Guaranty, dated September 25, 2001, issued by Enron for
     Arch Coal's benefit; and

   * Guaranty, dated February 10, 2000, issued by Arch Coal for
     ENA's benefit
   
K. Stock Building Contracts

   * ISDA Master Agreement between ENA and Carolina Holdings,
     Inc., now known as Stock Building Supply Holdings, Inc.,
     dated as of January 23, 2001; and

   * Enron Guaranty, dated as of January 23, 2001, for the
     benefit of Stock Building

L. Tauber Oil Co. Invoices

   * Three Invoices dated November 29, 2001, October 16, 2002,
     and November 13, 2001

M. Westlake Contracts

   * Two Special Terms and Conditions for Sale of Products
     Confirmation between Enron Petrochemicals Company and
     Westlake

N. Tom Brown Contracts

   * General Terms and Conditions for financial swap between Tom
     Brown, Inc., and ENA;

   * GISB Base Contract for Short-Term Sale and Purchase of
     Natural Gas, Enfolio Firm General Terms and Conditions and
     Spot General Terms and Conditions between Retex, Inc., and
     ENA; and

   * Guaranty, dated September 31, 2001, from Tom Brown, in favor
     of ENA

O. Burbank Contracts

   * All transactions entered into by and between EPMI and City
     of Burbank pursuant to the Western Systems Power Pool
     Agreement

The Settlements provide that:

   (a) Interstate Gas will pay the Debtors $70,000;  
  
   (b) Northville Industries will pay the Debtors $156,555;

   (c) Exelon will pay the Debtors $900,000;

   (d) Logan will pay ENA $1;

   (e) Logan's Claim No. 21272 will be allowed for $2,320,000
       against ENA;

   (f) The New York Times will pay ENA $2,400,000;

   (g) ENA will dismiss with prejudice the Adversary Proceeding
       against The New York Times;

   (h) Williams Power Company, Inc., formerly known as Williams
       Energy Marketing & Trading Company, will pay ENA
       $4,185,000;

   (i) WTG and West Texas will pay ENA $50,000;

   (j) CHS will pay ENA $354,200;

   (k) ConAgra will pay the Debtors $9,200,000;

   (l) Arch Coal, Inc., Arch Coal Sales Company and Arch Energy
       Resources, Inc., will pay ENA $600,000;

   (m) Stock Building will pay ENA $120,000;

   (n) Tauber Oil will pay Enron Gas Liquids, Inc., an agreed
       amount;

   (o) EGLI and Westlake agree on the payment of unpaid amounts
       in connection with the two Confirmations;

   (p) Tom Brown and Retex will ENA an amount they agreed upon;

   (q) Burbank and EPMI agree on the payment of unpaid amounts
       in connection with their terminated Contracts; and

   (s) any and all proofs of claim the Counterparties filed
       against the Debtors are deemed withdrawn with prejudice
       and, to the extent applicable, will be expunged and  
       disallowed in their entirety.
  
The Debtors and the Counterparties will also exchange mutual
releases of claims with respect to the Contracts. (Enron
Bankruptcy News, Issue No. 109; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EPRESENCE INC: Stockholders Endorse Liquidation & Dissolution Plan
------------------------------------------------------------------
ePresence, Inc. (NASDAQ: EPRE) announced that its stockholders
have approved the plan of liquidation and dissolution previously
adopted by the Company's Board of Directors. ePresence also
provided an update on the expected timing of its initial
distribution of proceeds from the liquidation.

At the Company's Special Meeting of Stockholders held June 3,
ePresence stockholders approved the sale of the Company's services
business to Unisys Corporation, the acquisition of Switchboard
Incorporated by InfoSpace, Inc. and the subsequent liquidation and
dissolution of ePresence. Both the Unisys and Switchboard
transactions have closed.

ePresence's Board of Directors has set June 14, 2004 as the record
date for determining stockholders entitled to receive the initial
distribution of available assets and all future distributions and
as the final date for the recording of stock transfers. On that
date, ePresence intends to file articles of dissolution with the
Massachusetts Secretary of State, close its stock transfer books
and cease recording transfers of shares of its common stock. After
the filing of the articles of dissolution, ePresence will petition
the Securities and Exchange Commission for relief from its
obligation to file periodic and other reports under the Securities
Exchange Act of 1934. The Company also will request that its
shares be delisted from the NASDAQ National Market on the record
date. NASDAQ has informed ePresence that it expects to suspend
trading effective at the close of business on Wednesday, June 9,
2004.

The Company's board of directors has declared an initial
distribution to stockholders in the amount of $4.05 per share in
cash payable on June 23, 2004. The timing and amount of any future
distributions will be determined by ePresence's Board of Directors
in accordance with the plan of liquidation.


FACTORY 2-U: Exclusive Period to File Plan Stretched to December 3
------------------------------------------------------------------
Factory 2-U Stores, Inc. (Pink Sheets:FTUSQ) announced that the
United States Bankruptcy Court in Wilmington, Delaware has issued
an order extending through December 3, 2004 the period in which
the Company has the exclusive right to file a proposed Plan of
Reorganization. This period had been slated to expire on June 3,
2004. The order granting the extension, which is subject to
certain conditions, was entered by the Court with the support of
the Official Committee of Unsecured Creditors in Factory 2-U's
Chapter 11 proceedings.

Norman G. Plotkin, Chief Executive Officer of Factory 2-U, said,
"We are pleased that the Court has extended our exclusivity period
for six months with the support of the Creditors' Committee. This
action enables management to focus on making further progress in
the reorganization process. Our core objectives are to reduce
costs, enhance liquidity and generate sustainable earnings. We are
encouraged by our ability to meet our targets for cash flow in the
early months of the Chapter 11 proceedings and look forward to
seeing the positive impact on the Company's top line from our new
merchandising strategies in the upcoming back-to-school and
holiday seasons."

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com-- operates a chain of off-price  
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise. The Company filed for chapter 11 protection
on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake
Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FACTORY 2-U: Closing 23 Underperforming Stores Starting July 1
--------------------------------------------------------------
Factory 2-U Stores, Inc. (Pink Sheets:FTUSQ) announced that, as
part of its continuing plan to strengthen its financial
performance, the Company has filed a motion with the Court seeking
authorization to close 23 underperforming stores. By closing these
stores, the Company expects to improve its cash flow and financial
performance with its remaining base of 172 stores.

Store closure sales at these 23 locations are expected to begin
around July 1.

Norman G. Plotkin, Chief Executive Officer of Factory 2-U, said,
"Our decision to close 23 underperforming locations comes as a
result of a thorough review of our entire store base that occurred
upon the completion of our first fiscal quarter. We believe this
action will improve the Company's overall profitability and enable
management to concentrate on growing our business at our most
productive locations."

                       Store Closing List

         ARIZONA

            2101 West Highway 70, Thatcher
            1742 West Montebello Avenue, Phoenix
            3688 West Orange Grove Road, Tucson

         CALIFORNIA

            7175 El Camino Real, Atascadero
            34-101 Date Palm Drive, Cathedral City
            210 East Tenth Street, Gilroy
            820 West Beverly Boulevard, Montebello
            8790 Washington Boulevard, Pico Rivera
            1422 Industrial Park Avenue, Redlands
            1617 Douglas Boulevard, Roseville
            26447 Ynez Road, Temecula
            1167 North Cherry, Tulare
            1744 University Drive, Vista

         NEVADA

            5017 South McCarran Boulevard, Reno

         NEW MEXICO

            6601-G 4th Street NW, Albuquerque

         TEXAS

            11255 Garland Road, Dallas
            4241 West Camp Wisdom Road, Dallas
            455 South Bibb Street, Eagle Pass
            12148 Gulf Freeway, Houston
            1238 Uvalde Road, Houston
            5306 West 34th Street, Houston
            2002 East Central Texas Expressway, Killeen
            5464 Walzem Road, San Antonio

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com-- operates a chain of off-price  
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise. The Company filed for chapter 11 protection
on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake
Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FAIRPOINT COMMS: S&P Assigns Junk Rating to Proposed Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the 'B+'
corporate credit rating and other ratings of Charlotte, North
Carolina-based incumbent rural local exchange carrier FairPoint
Communications Inc. The ratings have also been removed from
CreditWatch, where they were placed May 5, 2004. The CreditWatch
listing reflected concerns that the company's proposed offering of
$750 million in income deposit securities, along with the
anticipated high common dividend payout associated with these
issues, would reduce the company's financial flexibility.

The outlook is negative.

Standard & Poor's has assigned a 'CCC+' rating to the company's
proposed senior subordinated notes due 2019, a major portion of
which would be issued under the IDS structure and a small portion
outside. Although the specific mix of debt and equity to be issued
under the IDS has yet to be determined, the final amount of the
senior subordinated notes will not affect FairPoint's corporate
credit rating, nor the rating on these notes.

Proceeds from a proposed $450 million secured bank credit
facility, from the subordinated notes, and from the common equity
component of the IDS will be used to refinance essentially all of
FairPoint's existing debt and redeem the company's series A
preferred stock. FairPoint had total debt of about $920 million,
which includes about $101 million of preferred shares subject to
mandatory redemption, at March 31, 2004. Given that the IDS
offering will likely contain a significant common equity
component, total debt is expected to be lower after the
refinancing.

"While the issuance of the income deposit securities would
incrementally weaken FairPoint's financial risk profile, the
magnitude is not sufficient to warrant a downgrade," said Standard
& Poor's credit analyst Michael Tsao. "However, the reduced
financial flexibility underpins the negative outlook."

The affirmation of the corporate credit rating is based on two
considerations related to the refinancing. The first regards the
IDS structure. The IDS would result in reduced financial
flexibility because the anticipated high common dividend payout is
likely to consume a substantial portion of the company's annual
free cash flow during the next several years. However, this drag
on cash flow is largely mitigated by the concomitant modest
reduction in leverage, a result of the expected sizable common
equity component of the IDS. The second consideration in the
affirmation is that FairPoint would have a more favorable debt
amortization schedule in which substantial debt maturities
starting in 2007 would be pushed back to 2009.

The rating on FairPoint's proposed senior subordinated notes due
2019 is three notches below the corporate credit rating. This
reflects the substantial amount of priority obligations, mainly
bank debt, relative to estimated value of the assets and the
deferral of interest at the discretion of the board.

The ratings reflect FairPoint's aggressive leverage and limited
financial flexibility despite its good business position.


FIRST DELTAVISION: Now Known As Integrated Healthcare Holdings
--------------------------------------------------------------
First Deltavision, Inc. (OTCBB:FTDV) has changed its name to
Integrated Healthcare Holdings, Inc. (OTCBB:IHCH). Concurrent with
the name change, the Company's stock symbol changed to IHCH.OB,
effective June 3, 2004. The Company undertook the name change to
better reflect the current ownership and business strategy of the
Company.

Since the involvement of Bruce Mogel, Larry Anderson and Jim Ligon
in the fourth quarter of 2003, the Company's business strategy has
been to acquire, hold and manage hospitals and healthcare
facilities. The Company is currently exploring the possible
acquisition of one or more of the hospital assets that are being
divested by Tenet Healthcare Corporation.

The Company's name change was approved by written consent of
shareholders as of March 4, 2004, and became effective on May 26,
2004. The Company's executive offices and telephone number remain
unchanged at 695 Town Center Drive, Suite 260, Costa Mesa,
California 92626, (714) 434-9191.

Holders of stock certificates and notes bearing the former name of
the Company will be contacted by the Company's transfer agent in
order to exchange them for new certificates.

                      *   *   *

As reported in the Troubled Company Reporter's April 26, 2004
edition, First DeltaVision, Inc. dismissed Pritchett, Siler &
Hardy as its independent accountants, and has engaged
Ramirez International as its independent accountants.

The accountant's reports of Pritchett, Siler & Hardy on First
DeltaVision's financial  statements as of, and for, the year ended
June 30, 2003 stated that the Company has incurred losses since
inception, had current liabilities in excess of current assets and
has not yet been successful in establishing profitable operations,
and that these factors raised substantial doubt about First
DeltaVision's ability to continue as a going concern.


FLEMING COMPANIES: Wants To Employ Robert Reynolds As Expert
------------------------------------------------------------
Fleming Companies, Inc., seeks the Court's authority to employ
Robert D. Reynolds, the principal of Reynolds Economics, as an
expert in connection with its claims against Target Corporation.

Fleming alleges that Target breached its contract with Fleming in
various material aspects, and that Target defrauded Fleming into
giving up valid claims to funds owing to Fleming.  Given the
complex issues involved in the dispute, Fleming wants to hire Mr.
Reynolds as a consulting expert and potentially as a testifying
expert.

Mr. Reynolds will be paid $250 an hour for his work.  Fleming
will pay Mr. Reynolds a $20,000 retainer, which Mr. Reynolds will
retain until the conclusion of his assignment, at which time the
retainer will be credited against the final statement and any
remainder will be returned to Fleming within 15 days.

Mr. Reynolds will provide Fleming with an analysis regarding
Fleming's levels of service provided to Target, and opine on
whether those levels are consistent with those typically
encountered and generally accepted in the food and grocery,
consumer products, and agricultural wholesale and distribution
industries.  Mr. Reynolds will testify if necessary.

Mr. Reynolds avers that he is disinterested, but that he or
Reynolds Economics may provide services to certain parties
interested in these cases in matters unrelated to Fleming, the
Debtors in general, or their estates.

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)


FORT HILL: Ernst & Young Serves as Advisor & Tax Consultant
-----------------------------------------------------------
Fort Hill Square Associates and its debtor-affiliates asks the
U.S. Bankruptcy Court for the District Of Massachusetts, Eastern
Division, for permission to retain and employ Ernst & Young
Corporate Finance LLC as their financial restructuring advisor and
Ernst & Young LLP as their tax consultant.

Robert H. Warshauer, a Senior Managing Director of EYCF, will
coordinate its representation of the Debtors. Warshauer reports
that EYCF will:

   a. advise the Debtors' management on its development of the
      Debtors' business plans, cash flow forecasts and financial
      projections including any consulting with other experts of
      the Debtors. Such business plans, cash flow forecasts and
      financial projections, including specific actions plans
      and related assumptions will be the responsibility of, and
      be prepared by, the management of the Debtors;

   b. advise the Debtors' management with respect to available
      capital restructuring and financing alternatives,
      including recommending specific courses of action and
      assisting with the design, negotiation and implementation
      of alternative restructuring and/or transaction
      structures;

   c. advise the Debtors' management in its preparation of
      financial information that may be required by the United
      States Trustee and/or the Debtors' creditors and other
      stakeholders, and in coordinating communications with the
      parties-in-interest and their respective advisors;

   d. advise the Debtors' management in preparing for, meeting
      with and presenting information to parties-in-interest and
      their respective advisors, specifically including the
      Debtors' senior lenders, other debt holders and potential
      sources of new financing and their respective advisors;

   e. prepare such reports and other written material as may be    
      requested;

   f. testify on behalf of the Debtors as an expert witness and
      provide expert testimony regarding any of the above
      matters in a bankruptcy proceeding; and

   g. other services as may be requested in writing from time to    
      time by the Debtors or their counsel and agreed to by
      EYCF, and approved by the Bankruptcy Court.

Robert C. Healy, a Partner of E&Y, reports that as the Debtors'
tax consultant, they will:

   a. provide financial statement audit services to the Debtors
      including audits of selected tenant expense escalation
      statements; and

   b. provide federal and state tax compliance and tax
      consulting services including, without limitation, the
      filing of federal and state tax returns.

EYCF's current hourly rates are:

         Designation                        Billing Rate
         -----------                        ------------
         Managing Directors and Principals  $500 - $650 per hour
         Directors                          $475 - $545 per hour
         Vice Presidents                    $375 - $440 per hour
         Associates                         $320 - $340 per hour
         Analysts                           $275 per hour
         Client Service Associates          $40 per hour

E&Y's current hourly rates are:

         Designation                        Billing Rate
         -----------                        ------------
         Partner                            $500 - $650 per hour
         Senior Manager                     $475 - $545 per hour
         Manager                            $375 - $440 per hour
         Senior Consultant                  $320 - $340 per hour
         Staff Consultant                   $275 per hour

Headquartered in Boston, Massachusetts, Fort Hill Square
Associates, manages and develops One International Place that
consists of two separate but interconnected office towers
consisting of over 1.8 million square feet. The Company filed for
chapter 11 protection on May 7, 2004 (Bankr. Mass. Case No. 04-
13855).  Alex M. Rodolakis, Esq., at Hanify & King represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed both estimated
assets and debts of over $100 million.


FRANCE GROWTH: Liquidating Fund's Last Day of Trading is June 18
----------------------------------------------------------------
The France Growth Fund, Inc. (NYSE:FRF) announced further
information regarding the liquidation of the Fund pursuant to the
Plan of Liquidation, Dissolution and Termination approved by the
Fund's stockholders, as previously announced, on May 27, 2004.

In this regard, the Fund announced that the books of the Fund will
be closed as of the close of business on Friday, June 18, 2004.
Thereafter, stockholders' respective interests in the Fund's
assets will be fixed and will not be transferable by the
negotiation of share certificates. The New York Stock Exchange
will suspend trading in the Fund's shares of common stock prior to
the opening of regular trading on Monday, June 21, 2004 (i.e., the
last day of trading will be Friday, June 18).

The orderly liquidation and dissolution of the Fund in accordance
with the Plan has begun. Subject to approval by its Board of
Directors, the Fund currently anticipates the payment of one, or
possibly two, liquidating distributions, amounting in the
aggregate to the Fund's net asset value per share. The first such
distribution, representing all or a substantial portion of the
Fund's net assets, is currently expected to be paid at the end of
June or in the first half of July. If a second liquidating
distribution proves to be necessary, it is expected to occur a few
weeks thereafter. The timing of the Fund's liquidating
distributions is subject to prevailing circumstances, including
market conditions, and it is not assured that such distributions
will occur at the times currently envisioned by the Fund. The Fund
intends to issue additional press releases providing updates
regarding the timing of liquidating distributions.

Stockholders holding their Fund shares in book-entry form will
receive their liquidating distributions without further action on
their part. Stockholders holding certificates representing their
shares will receive their liquidating distributions upon
submission of their share certificates to the Fund's transfer
agent. Appropriate instructions in this regard are being mailed to
all Certificated Stockholders.

                        About the Fund

The France Growth Fund, Inc., is an internally managed closed-end,
diversified management investment company that was organized in
1990 to seek long-term capital appreciation through investment
primarily in French equity securities. The Fund maintains a
website at http://www.francegrowthfund.com/


GEO SPECIALTY: Section 341(a) Meeting Slated for June 16, 2004
--------------------------------------------------------------
The United States Trustee will convene a meeting of GEO Specialty
Chemicals, Inc.'s creditors at 9:00 a.m., on June 16, 2004 at the
Office of the U.S. Trustee, Raymond Boulevard, One Newark Center,
Suite 1401, Newark, New Jersey 07102-5504.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in 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.


GL BRYAN INVESTMENTS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: G.L. Bryan Investments, Inc.
        6886 South Yosemite Street, Suite 200
        Englewood, Colorado 80112

Bankruptcy Case No.: 04-21867

Chapter 11 Petition Date: June 2, 2004

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: 303-572-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Source Environmental, Inc.                 $380,000
dba AET Environmental
4785 Tejon St., Ste. 201
Denver, CO 80211-1263

U.S. Escrow Financial Services, LLC          $7,188

Stafford, Kristie                            $2,500

American Mechanical Services                   $619

Flooring America CSI                           $395

Alsco, Inc.                                     $90

Telstar Systems, LLC                            $47

Denver Water                                    $38


GLOBAL DIVERSIFIED: Pursues Berlin-Bremen Stock Exchange Delisting
------------------------------------------------------------------
Global Diversified Industries, Inc. (OTCBB:GDVI) focused on the
modular building industry with emphasis on the education market,  
reports it has commenced measures to be removed from the Berlin-
Bremen Stock Exchange.

Since a new rule took effect April 1, 2004, which was designed to
stop "naked short selling" in U.S. markets, it appears the
practice has now moved to Germany. According to industry analysts,
more than 200 U.S. companies have been added to the German Stock
Exchange without their knowledge or consent. Several companies,
mostly small ones that trade on the U.S. over-the-counter bulletin
boards, say the German trading practices has led to turbulent
swings in their stock prices. Recently, Global Diversified
Industries, Inc. realized they were one of the companies listed on
the Berlin-Bremen Stock Exchange without any prior consent or
authorization.

Global Diversified Industries, Inc. Chairman and CEO Phil Hamilton
stated, "We have authorized our legal counsel to take all
appropriate measures to have Global Diversified de-listed from the
German exchange." He added, "We want to ensure every investor that
Global Diversified will take every reasonable action to protect
their investment against manipulative selling tactics by
international exchanges."

Hamilton recommends to any potential investors looking to purchase
shares of Global Diversified Industries, Inc. that they should
only purchase their shares from the Nasdaq Over-the-Counter:
Bulletin Board (OTCBB) under the symbol GDVI, as shares traded on
the Berlin-Bremen Stock Exchange or any other foreign exchange are
not currently recognized or authorized by Global Diversified
Industries, Inc.

           About Global Diversified Industries, Inc.

Global Diversified Industries, Inc. is a holding company with two
wholly owned subsidiaries, Global Modular, Inc. and MBS
Construction, Inc. Both are engaged in the modular construction
marketplace with an emphasis on educational projects. They
incorporate the latest in construction software, allowing them to
better manage projects incorporating cost vs. profit ratios,
construction and manufacturing schedules, purchasing, receiving
and other facets of industrial management. The company's work is
found in Northern and Southern California, with numerous projects
on budget for school systems throughout the state.

                     *   *   *

As reported in the Troubled Company Reporter's May 11, 2004
edition, as of January 31, 2004, the Company had a working capital
deficit of $172,528. The Company generated a deficit in cash flow
from operations of $508,245 for the nine-month period ended
January 31, 2004. The deficit in cash flow from operating
activities for the period is primarily attributable to the
Company's net loss from operations of $111,160, adjusted for
depreciation and amortization of $137,910, equity-based
compensation expense of $36,425, an increase in accounts
receivable of $188,788, an increase in inventory of $507,075, an
increase in prepaid expenses and other assets of 95,308, and an
increase in accounts payable of $212,996.

While the Company has raised capital to meet its working capital
and financing needs in the past, additional financing is required
in order to meet the Company's current and projected cash flow
deficits from operations and development.  The Company is
presently seeking financing in the form of debt or equity in order
to provide the necessary working capital. Such financing may be
upon terms that are dilutive or potentially dilutive to its
stockholders.  The Company currently has no commitments for
financing.  There are no assurances the Company will be successful
in raising the funds required.  By adjusting its operations and
development  to the level of capitalization , management believes
it has sufficient capital resources to meet projected cash flow
deficits through the next twelve months. However, if thereafter,
it is not successful in generating sufficient liquidity from
operations or in raising sufficient capital resources, on terms
acceptable to it, this could have a material adverse effect on the
Company's business, results of operations, liquidity and financial
condition.

The independent auditors report on the Company's April 30, 2003
financial statements states that the Company's difficulty in
generating sufficient cash flow to meet obligations and sustain
operations raises substantial doubts about the Company's ability
to continue as a going concern.


GREAT PLAINS: S&P Assigns BB+ Prelim Rating to $648 Million Shelf
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary rating
of 'BBB-' to Great Plains Energy Inc.'s senior and subordinated
unsecured debt securities, and 'BB+' to the trust-preferred
securities filed by the energy holding company under a
$648.2 million shelf registration filed with the SEC on April 15,
2004.

At the same time, Standard & Poor's affirmed the company's
ratings, including the 'BBB' corporate credit rating. The
affirmation incorporates the expectation that a significant
portion of any debt issuance under the shelf will be used for debt
refinancing or repayment. The outlook is stable.

The shelf registration combines $148.2 million in existing
capacity under the company's 2002 shelf registration with $500
million in new capacity, for a total capacity of $648.2 million.
The registration includes senior and subordinated unsecured debt,
trust preferred securities, common stock, warrants, stock purchase
contracts, and stock purchase units. Identified uses of proceeds
include repayment of short-term debt, acquisitions, investments in
subsidiaries, and repurchase, retirement, or refinancing of
securities.

As of March 31, 2004, Great Plains Energy had approximately
$1.3 billion in total debt and $150 million in trust preferred
securities.


HALE-HALSELL: U.S. Trustee Names 10-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 20 appointed 10 creditors to
serve on an Official Committee of Unsecured Creditors in Hale-
Halsell Company's Chapter 11 cases:

      1. Chris Redmond, Esq., Co-chair
         National Beef Packing Co. LLC
         1200 Main Street, Suite 1700
         Kansas City, Missouri 64105
         Tel: (816) 283-4672s
         Fax: (816) 421-0596
         christopher.redmond@husch.com

      2. Steven R. Hickman, Esq.
         Former Hale-Halsell Employees
         1700 S.W. Blvd.
         Tulsa, Oklahoma 74107
         Tel: (918) 584-4724
         Fax: (918) 583-5637

      3. Jerri Winslow
         Sara Lee Bakery Group (Earthgrains)
         111 Corporate Office Dr., Suite 200
         Earth City, Missouri 63045
         Tel: (314) 506-3595
         Fax: (314) 506-3720
         jerri.winslow@slbg.com

      4. Matt McClelland
         Hiland Dairy Foods
         16124 E. Marshall St.
         Tulsa, Oklahoma 74116
         Tel: (918) 437-1344
         Fax: (918) 234-8332
         mmcclelland@hilanddairy.com

      5. James P. Salvadori, Co-chair
         ConAgra Foods
         7350 World Comm. Dr.
         Omaha, Nebraska 68122
         Tel: (402) 998- 3202
         jim.salvadori@conagrafoods.com

      6. John D. Mashburn, Esq.
         Gary Williams Energy
         2100 City Place Tower
         204 North Robinson Ave.
         Oklahoma City, Oklahoma 73102-6803
         Tel: (405) 232-9996
         Fax: (405) 232-9979
         jmashburn@attyatlaw.com

      7. Donald J. Hayes
         Equilon Enterprises
         d/b/a Shell Oil Products
         910 Louisiana, Suite 2006
         Houston, Texas 77002
         Tel: (713) 241-8368
         Fax: (713) 241-8353
         djhayes@shellopus.com

      8. Ray Becerra
         Mega Supply Corp.
         3228 N. Santa Fe
         Oklahoma City, Oklahoma 73118
         Tel: (405) 232-0194
         Fax: (405) 232-0196

      9. Mary H. Haddican
         Citgo Petroleum Corp.
         One Warren Place
         P.O. Box 3758
         Tulsa, Oklahoma 74102
         Tel: (918) 495-4305
         Fax: (918) 495-4683
         haddican@citgo.com

     10. Harry L. Ward
         General Mills
         Number One General Mills Blvd.
         Minneapolis, Minnesota 55426
         Tel: (763) 764-8002
         Harry.Ward@genmills.com  

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

Headquartered in Tulsa, Oklahoma, Hale-Halsell Company
-- http://www.hale-halsell.com/-- is into Grocery Wholesale  
business which operates 115 Git-N-Go convenience stores and about
10 Super H Foods supermarkets, primarily in small Oklahoma towns.
The Company filed for chapter 11 protection on March 22, 2004
(Bankr. N.D. Okla. Case No. 04-11677).  Scott P. Kirtley, Esq., at
Riggs, Abney, Neal, Turpen, Orbison represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $19,721,000 in total assets and
$9,394,124 in total debts.


HAVENS STEEL: Wants Lease Decision Period Stretched to June 15
--------------------------------------------------------------
Havens Steel Company, wants more time to decide whether to assume,
assume and assign, or reject its unexpired nonresidential real
property leases in its chapter 11 proceeding.

The Debtor tells the U.S. Bankruptcy Court for the Western
District of Missouri, Kansas City Division, that it needs until
June 15, 2004, to make reasoned decisions about how to treat
unexpired leases.

The Debtor submits that its case is large and complex and
management has been required to deal with a multitude of issues
and parties.  The Debtor needs additional time to evaluate the
economics and desirability of assuming or rejecting the leases in
question.  Time is also needed for the Debtor to obtain the
approval of its DIP Lender for the assumption or rejection of such
leases, and obtaining such approval involves communication and
exchange of documents with counsel for the DIP Lender.

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.


HAYES LEMMERZ: Hosting 1st Quarter 2004 Conference Call Tomorrow
----------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced that it
will host a telephone conference call to discuss the Company's
fiscal year 2004 first-quarter financial results on Wednesday,
June 9, 2004, at 9:30 a.m. (ET).

To participate by phone, please dial 10 minutes prior to the call:

    (800) 399-3882 from the United States and Canada
    (706) 634-4552 from outside the United States

Callers should ask to be connected to Hayes Lemmerz earnings
conference call, Conference ID#7581680.

The conference call will be accompanied by a slide presentation,
which can be accessed that morning through the Company's Web site,
in the Investor Kit/presentations section at:

http://www.hayes-lemmerz.com/investor_kit/html/presentations.html

replay of the call will be available from 12:00 Noon (ET),
June 9, 2004 until 11:59 p.m. (ET), June 16, 2004, by calling
(800) 642-1687 (within the United States and Canada) or (706)
645-9291 (for international calls).  Please refer to Conference
ID#7581680.

An audio replay of the briefing is expected to be available on the
Company's Web site beginning 48 hours after completion of the
briefing. (Hayes Lemmerz Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INTEREP NATIONAL: S&P Airs Liquidity Concerns & Cuts Rating to CCC
------------------------------------------------------------------
Standard & Poor June 4

Standard & Poor's Ratings Services lowered its corporate credit
rating on Interep National Radio Sales Inc. to 'CCC' from 'CCC+'
based on heightened concern about its liquidity, earnings, and
cash flow. The outlook remains negative. The New York, New
York-based firm is a leading national spot radio advertising
representation firm with about a 50% share of this niche market.
Interep had total debt of $108.5 million at March 31, 2004. The
outlook is negative.

"Interep's precariously thin liquidity and weak operating results
make it highly vulnerable to default," according to Standard &
Poor's credit analyst Steve Wilkinson. He continued, "Liquid
resources at March 31, 2004, were strained, with only $5.4 million
in cash and $0.5 million available on the company's $10 million
revolving credit facility. Operating trends have been weak and
should remain under pressure due to the loss of a large client in
late 2003. The contract cancellation by Citadel Broadcasting Corp.
was the primary reason for the 8% drop in revenue in the
seasonally slow first quarter. Interep's first quarter EBITDA
loss, excluding contract termination revenue and option repricing
costs, increased to $1.2 million from $0.5 million for the prior-
year period. Discretionary cash flow has been negative and should
remain so even with the nascent recovery in demand for national
radio advertising, additional cost cuts, and a reduction in net
contract buyouts payable to $7.4 million in 2004 from
$11.5 million in 2003. Liquidity could get a boost if the
company's arbitration claims against Citadel for contract
termination revenue are successful. However, the amount of such
claims and probability of a meaningful settlement award are
uncertain. Key credit measures are very weak with debt plus
preferred stock to EBITDA of about 10x and EBITDA coverage of
interest plus preferred stock dividends of 1.0x. The company does
not have any debt maturities until its revolving credit facility
matures in 2006."


INTERNATIONAL WIRE: U.S. Trustee Appoints a Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 2 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in
International Wire Group, Inc.'s Chapter 11 cases:

      1. GSC Partners
         500 Campus Drive, Suite 220
         Florham Park, New Jersey 07932
         Attention: Philip Raygorodetsky

      2. J.P. Morgan Partners (BHCA), L.P.
         1221 Avenue of the Americas, 39th Floor
         New York, New York 10020
         Attention: Kevin G. O'Brian

      3. First Pacific Advisors
         1140 W. Olympic Boulevard, Suite 1200
         Los Angeles, California 90064
         Attention: Thomas Atteberry
      
      4. NYSEG Solutions, Inc.
         81 State Street, Stephens Square, 5th Floor
         Binghamton, New York 13901-3133
         Attention: Charles J. Schaffer

      5. The Bank of New York
         101 Barclay Street, 8W
         New York, New York 10286
         Attention: Martin Felg

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 Saint Louis, Missouri, International Wire Group,
Inc., designs, manufactures and markets bare and tin-plated copper
wire and insulated copper wire products for other wire suppliers
and original equipment manufacturers.  The Company filed for
chapter 11 protection on March 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11991).  Alan B. Miller, Esq., at Weil, Gotshal & Manges, LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$393,000,000 in total assets and $488,000,000 in total debts.


INTERNATIONAL WIRE: First Creditors' Meeting Set for June 8
-----------------------------------------------------------
The United States Trustee will convene a meeting of International
Wire Group, Inc.'s creditors at 2:30 p.m., on June 8, 3004 at 80
Broad Street, 2nd Floor, New York, New York 10004.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Saint Louis, Missouri, International Wire Group,
Inc., designs, manufactures and markets bare and tin-plated copper
wire and insulated copper wire products for other wire suppliers
and original equipment manufacturers.  The Company filed for
chapter 11 protection on March 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11991).  Alan B. Miller, Esq., at Weil, Gotshal & Manges, LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$393,000,000 in total assets and $488,000,000 in total debts.


JAZZ GOLF: Appoints Mark Breslauer as New Chief Executive Officer
-----------------------------------------------------------------
The Board of Directors of Jazz Golf Equipment Inc. (TSX
VENTURE:JZZ.A) announced the appointment of Mark Breslauer as
Chief Executive Officer effective May 31, 2004. Mr. Breslauer
replaces the former CEO whose resignation was announced last
February.

Mr. Breslauer graduated from the University of Manitoba in 1981
with a Bachelor of Commerce degree. Mark enjoyed an eighteen-year
career with Shell Canada Limited and held increasingly senior
management positions while working in Winnipeg, Ottawa, and
Calgary. Leading Shell's convenience store network nationally, he
has extensive marketing, brand management and strategic alliance
experience across a broad range of consumer goods. Mr. Breslauer's
most recent assignment was as the Director, Energy Business
Marketing and Business Development with Standard Aero Limited. He
was involved in the creation and launch of a new business venture
and a new global brand.

Mr. Breslauer will assume responsibility for all of Jazz Golf's
day-to-day operations, including manufacturing, distribution,
sales, marketing and investor relations. He will work closely with
the Company's President and Founder, Terry Hashimoto, to continue
to forge key strategic relationships within the golf industry, and
bring the latest technological innovations to Jazz Golf's product
portfolio.

The Board of Directors also announced the renewal of its exclusive
services contract with Terry Hashimoto, and his company TGH
Designs Inc., for the provision of club design, marketing,
promotional and management consulting services. Mr. Hashimoto's
vast industry experience and his many personal relationships with
suppliers, retailers, golf professionals, and touring pros
throughout North America, provides Jazz Golf with an invaluable
library of knowledge when it comes to producing quality products -
at affordable prices - to help the average golfer achieve the most
enjoyment they can from the game.

Since founding Jazz Golf in 1992, Mr. Hashimoto has consistently
introduced new and innovative equipment designs, materials, and
custom fitting technologies into the Canadian market, and the
Company looks forward to continuing this leadership role in the
future. With the renewal of the contract with Terry Hashimoto,
coupled with the existing endorsement and promotional agreement
with Sandra Post, Jazz Golf has under exclusive contract two of
the most respected and influential names in Canadian golf.

Jazz Golf is the leading Canadian designer and manufacturer of
golf clubs and other related products, which are marketed
primarily through golf pro shops and golf specialty retailers
throughout Canada. Jazz Golf common shares are listed on the TSX
Venture Exchange (JZZ.A).

At February 29, 2004, Jazz Golf's balance sheet shows a
shareholders' equity deficit of $666,536 compared to $1,737,499 at
August 31, 2003.


KMART CORP: Selling Up To 24 Stores To Home Depot For $365MM Cash
-----------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) announced that it has
signed definitive agreements with The Home Depot, Inc., to sell up
to 24 stores for a maximum purchase price of $365 million in cash.  
The exact number of stores, locations, and total purchase amount
will be determined based upon the satisfaction of certain
conditions to occur within the next 60 days.

Julian C. Day, President and Chief Executive Officer of Kmart,
said, "For each of the past four quarters, Kmart has consistently
delivered improved year-over-year profitability by focusing on the
fundamental aspects of our business. Operationally, we've improved
several areas including product design, buying, inventory
management, distribution and the in-store environment.  By the
same token, we will take advantage of opportunities to create
value that include the sale of existing stores, or the acquisition
of new stores and businesses.  Some who follow Kmart have
speculated solely on the real estate value of the company;
however, the reality is that we're taking action on many different
fronts simultaneously, all with the goal of making Kmart a great
retail company once again."

Assuming that the conditions for the transfer of the stores are
satisfied, it is expected that such Kmart stores will be converted
to Home Depot stores as quickly as possible after delivery to Home
Depot.

                    Home Depot Confirms Sale

The Home Depot confirmed that it has signed agreements with Kmart
Holding Corporation to purchase up to 24 of its stores for a
maximum purchase price of up to $365 million in cash.  The company
said it will take the next 60 days to work with the respective
landlords and municipalities to determine which of the stores are
the most viable to be converted to Home Depot stores in 2005.

                About Kmart Holding Corporation

Kmart Holding Corporation (Nasdaq: KMRT), along with its
subsidiaries, is a mass merchandising company that offers
customers quality products through a portfolio of exclusive brands
that include Thalia Sodi, Jaclyn Smith, Joe Boxer, Kathy Ireland,
Martha Stewart Everyday, Route 66 and Sesame Street.  Kmart
operates more than 1,500 stores in 49 states. For more information
visit the Company's website at http://www.kmart.com(Kmart  
Bankruptcy News, Issue No. 75; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


LES BOUTIQUES: Enters Into Les Ailes Agreement with Ivanhoe
-----------------------------------------------------------
Les Boutiques San Francisco Incorporees (TSX:SF.A) (TSX:SF.B)
announces that an agreement in principle regarding the Complexe
Les Ailes in downtown Montreal has been entered into between
Ivanhoe Cambridge, Les Ailes de la Mode Incorporees and the
Corporation. The recapitalization offer accepted by the
Corporation on May 10, 2004 was conditional among others upon
conclusion of such agreement. Consequently, the parties have met
this condition.

"This agreement in principle with Ivanhoe Cambridge represents an
important step in the Corporation's restructuring process, which
began earlier this year," said Gaetan Frigon, Chief Resctructuring
Officer. "The exercise is proceeding as expected, and I'm
confident that it will be concluded in the interests of all
parties concerned, in particular, the Corporation's creditors,
employees and shareholders. We are definitely on the right path."

Furthermore, the Corporation announces that the Toronto Stock
Exchange has conditionally approved on May 28, 2004 the listing of
the Class B Subordinate Shares to be issued to the group of
investors pursuant to the private placement provided under the
recapitalization offer.

The Court orders issued pursuant to the Companies' Creditors
Arrangement Act as well as the reports of RSM Richter Inc., the
monitor designated by the Court, are available at
http://www.rsmrichter.com/Additional information regarding the  
Corporation, including its annual and interim financial
statements, is available through SEDAR at http://www.sedar.com/

As part of its restructuring process, the Corporation has sold
its Boutiques San Francisco as well as two lingerie boutiques,
Victoire Delage and Moments Intimes. The Corporation still
operates four Les Ailes de la Mode stores and a network of
bathing suit stores operating under the banners Bikini Village
and San Francisco Maillots.  


LUMENIS LTD: March 31 Equity Deficit Widens to $28.3 Million
------------------------------------------------------------
Lumenis Ltd. (LUME.PK) announced preliminary unaudited financial
results for the first quarter ended March 31, 2004.

Revenues in the first quarter were $65.1 million compared with
revenues in the first quarter 2003 of $77.4 million. The net loss
for the first quarter was $4.1 million, or $0.11 per share,
compared with $6.9 million, or $0.19 per share, in the first
quarter 2003. Net operating cash flow from operations was positive
$2.8 million compared with a negative $8.2 million net operating
cash flow in the first quarter 2003.

The results reported do not reflect any of the adjustments
referred to in the Company's press release of May 3, 2004
concerning the results of the Audit Committee investigation. In
addition, first quarter 2004 and full year 2003 results have not
been reviewed or audited by independent external auditors and, as
such, these results, as well as our historical statements, are
subject to further change to reflect results of any such review or
audit.

Commenting on the results, Avner Raz, Lumenis President and Chief
Executive Officer, said, "The first quarter results are the first
full quarter reflecting our new organization. We have implemented
the core components of the Turnaround Plan, including the final
phase of headcount reductions, closure of several sites and a
reduction in management layers. We expect to realize the full
benefit of these changes over the next several quarters. While we
still reported a loss in the first quarter, we are encouraged by
the reduced operating costs and good operating cash flow despite
the lower revenue experienced in the first quarter. Our new
organization is now focusing on improving operational
efficiencies, customer satisfaction and growth in our markets."

At March 31, 2004, Lumenis Ltd.'s balance sheet shows a
stockholders' deficit of $28,329,000 compared to a deficit of
$24,702,000 at December 31, 2003.

The operating loss for the first quarter of 2004 was $1.4 million
and included restructuring expenses related to implementation of
the Turnaround Plan of $1.0 million. Operating expenses, including
restructuring costs of $1.0 million, for the quarter were $32.0
million compared with $38.8 million in the first quarter 2003.

The net loss for the first quarter of 2004 also included other
income of $1.5 million from the settlement of the patent
litigation with Syneron. The Company will also receive future
royalties from Syneron.

In the first quarter of 2004, sales in Europe were $17.9 million,
compared to $17.2 million a year ago and $16.6 million in the
fourth quarter of 2003. The Americas region had sales of $27.8
million, down compared to revenue in the first quarter 2003 of
$35.9 million and from the $35.0 million in the fourth quarter
2003. Sales for Asia Pacific, China and Japan were $19.4 million
compared to the previous year revenue of $24.3 million and $23.8
million in the fourth quarter 2003.

First quarter sales for our Aesthetic products were $20.3 million,
down compared to $29.4 million a year ago and the $24.4 million in
the fourth quarter of 2003.

The Surgical product line had total sales of $12.4 million in the
first quarter, compared to $12.1 million in the same quarter a
year ago and $14.0 million in the fourth quarter 2003. The dental
business had sales of $1.8 million, compared with $2.4 million a
year ago and $2.6 million in the fourth quarter of 2003.

Ophthalmic products had first quarter sales of $16.1 million
compared to $20.0 million in the same quarter a year ago and $21.2
million in the fourth quarter 2003.

The service business had revenues of $14.4 million compared with
$13.5 million in the same quarter a year ago.

The company had approximately $20 million in backlog at March 31,
2004 compared to $20 million at December 31, 2003.

At March 31, 2004, the company's cash position was $18.4 million
and borrowing capacity under its committed lines of credit was an
additional $9.6 million. Total debt was $210.0 million.

As previously reported, a report prepared for the Audit Committee
with respect to the Company's internal investigation had concluded
that the timing of the Company's revenue recognition was
inappropriate with respect to certain identified transactions. The
aggregate effect of the Company's accounting for the transactions
identified in the report, as described more fully in the Company's
press release of May 3, 2004, was to cause revenues in 2001 and
2002 to be overstated, and revenues in 2003 to be understated.

The effect of the foregoing on the results of operations for the
three- month period ended March 31, 2003 was to cause revenues to
be overstated by approximately $1.6 million or 2.0%. The effect of
such overstatement of revenues on previously reported earnings
(loss), while not included in the report, is estimated, on a
preliminary basis and subject to further adjustment, to increase
the net loss as reported in such period by approximately $1.1
million. Such adjustments are not reflected in the attached
financial statements.

As previously reported, the Audit Committee anticipates that a
restatement of previously reported financial results may be
appropriate, but intends to defer making a final decision pending
the engagement of its new auditors. As recently announced, the
Company is in the process of the selection of a new auditor.

                   About Lumenis

Lumenis develops, manufactures, and markets state-of-the-art
proprietary laser and intense pulsed light devices. Its systems
are used in a variety of aesthetic, ophthalmic, surgical and
dental applications, including skin treatments, hair removal, non-
invasive treatment of vascular lesions and pigmented lesions,
acne, psoriasis, ENT, gynecology, urinary lithotripsy, benign
prostatic hyperplasia, open angle glaucoma, diabetic retinopathy,
secondary cataracts, age-related macular degeneration, vision
correction, neurosurgery, dentistry and veterinary. For more
information about the Company and its products visit
http://www.lumenis.com/


MAAX INC.: Closes Merger Transaction with J.W. Childs, et al.
-------------------------------------------------------------
MAAX Inc. (TSX: MXA) announced that the merger transaction
involving the acquisition of MAAX for $22.50 per MAAX common share
in cash by certain companies formed by J.W. Childs Associates, LP,
Borealis Private Equity Limited Partnership, Borealis Private
Equity Limited Partnership and Ontario Municipal Employees
Retirement System has closed.

JWC is a leading private equity firm based in Boston,
Massachusetts specializing in leveraged buyouts and
recapitalizations of middle-market growth companies in partnership
with company management. Since 1995, the firm has invested in 29
transactions with a total value of over US$6.2 billion. JWC will
be investing through their US$1.9 billion JWC Equity Partners III
Fund. Borealis is one of Canada's leading independent managers of
alternative capital assets. Borealis' investment will be made
through its C$375 million private equity fund. Borealis
specializes in leveraged buyouts of successful growth companies in
partnership with management. OMERS Capital Partners is the private
equity arm of the C$33 billion Ontario Municipal Employees
Retirement System. With a portfolio of over C$1.0 billion the
OMERS Merchant Banking Group is one of Canada's largest private
equity investors.

MAAX Inc. is a leading North American manufacturer of bathroom
products and accessories, spas and kitchen cabinets. The Company
currently employs 3,800 people in its 24 plants and distribution
centres across Canada, the United States and Europe.

                      *     *     *

As reported in the Troubled Company Reporter, May 12, 2004 issue,
Standard & Poor's Ratings Services said it assigned it 'B+' long-
term corporate credit rating to bathroom fixtures manufacturer
MAAX Corp. At the same time, Standard & Poor's assigned its 'B+'
rating to the company's C$330 million senior secured credit
facilities, and its 'B-' rating to the company's proposed US$160
senior subordinated notes issue. Proceeds from the facilities and
notes will be used to purchase shares outstanding and repay
existing debt in a going-private transaction. The outlook is
stable.


MANDALAY RESORT: MGM Mirage Offers to Buy Company for $7.65 Bil.
----------------------------------------------------------------
MGM MIRAGE (NYSE: MGG) announced that it has offered to purchase
Mandalay Resort Group (NYSE: MBG) for $68 per share in a cash
transaction, the value of which would be approximately
$7.65 billion, which includes the assumption of some $2.8 billion
in debt.

"The combination of these two great companies would provide
Mandalay shareholders with a premium price for their shares as
well as providing several strategic benefits to shareholders in
MGM MIRAGE," said Terry Lanni, Chairman of the Board and CEO of
MGM MIRAGE.

The $68 per share MGM MIRAGE offer would provide Mandalay
shareholders with a 12.8% premium over June 4's closing share
price of $60.27.

Mandalay Resort Group (S&P, BB+ Corporate Credit Rating, Stable)
owns and operates 11 properties in Nevada:  Mandalay Bay, Luxor,
Excalibur, Circus Circus, and Slots-A-Fun in Las Vegas; Circus
Circus-Reno; Colorado Belle and Edgewater in Laughlin; Gold Strike
and Nevada Landing in Jean and Railroad Pass in Henderson.  The
company also owns and operates Gold Strike, a hotel/casino in
Tunica County, Mississippi.  The company owns a 50% interest in
Silver Legacy in Reno, and owns a 50% interest in and operates
Monte Carlo in Las Vegas.  In addition, the company owns a 50%
interest in and operates Grand Victoria, a riverboat in Elgin,
Illinois, and owns a 53.5% interest in and operates MotorCity in
Detroit, Michigan.


NATIONS BALANCED: Shareholders Back Liquidation & Termination Plan
------------------------------------------------------------------
The Board of Directors and the Shareholders of Nations Balanced
Target Maturity Fund, Inc. have approved a Plan of Liquidation and
Termination for the Company. The Plan is intended to accomplish
the complete liquidation and termination of the Company as both a
registered investment company and a Maryland corporation, in
accordance with its investment objectives.

The Plan provides for a complete liquidation of the Company by
September 30, 2004 or shortly after. In light of this action, the
Company has suspended quarterly dividends. However, the Company
expects that, pursuant to the Plan, it will make liquidating
distributions on a quarterly basis leading up to the liquidation
date. The next liquidating distribution is payable on June 29,
2004 to shareholders of record on June 18, 2004.

    About Nations Balanced Target Maturity Fund, Inc.

The Company is a diversified, closed-end management investment
company. The Company's investment objectives are to provide a
return of investment on or about September 30, 2004 (the "Maturity
Date") to investors who purchased shares in the Company's initial
public offering of the Company and who reinvests all dividends and
hold their shares to the Maturity Date, and to provide long-term
growth of capital, with income a secondary objective. The Company
will seek to achieve its investment objectives by investing a
portion of its assets in "zero coupon" U.S. Treasury obligations
and the balance of its assets primarily in common stocks.


NAVISITE INC: Atlantic Investors Discloses 69% Equity Stake
-----------------------------------------------------------
Atlantic Investors, LLC beneficially own 17,121,652 shares of the
common stock of NaviSite, Inc., representing 69.0% of the
outstanding common stock of NaviSite.  Atlantic Investors holds
sole voting and dispositive powers over the stock.  

The Shares exclude 170,898 shares of the Company's common stock
underlying an option granted by Atlantic Investors to a certain
individual. The holder of the option may exercise the option with
respect to all or a portion of the shares underlying the option at
any time before August 21, 2013.

                     About NaviSite, Inc.

NaviSite is a leading provider of outsourced hosting and managed
application services for middle-market organizations, which
include mid-sized companies, divisions of large multi-national
companies and government agencies.

             Liquidity and Capital Resources

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Navisite reports:

"At January 31, 2004, we had a working capital deficit of $14.7
million, an accumulated deficit of $425 million, and have reported
losses from operations since incorporation. We anticipate
incurring additional losses throughout our current fiscal year. We
have taken several actions we believe will allow us to continue as
a going concern through July 31, 2004, including the closing and
integration of strategic acquisitions, the changes in 2003 to our
Board of Directors and senior management and bringing costs more
in line with projected revenues.

"On January 22, 2004, we filed with the Securities and Exchange
Commission a registration statement on Form S-2 to register shares
of our common stock to issue and sell in a public offering to
raise additional funds. We believe that that offering will allow
us to raise the necessary funds to meet our anticipated needs for
working capital and capital equipment for at least 12 months
following the proposed offering. In the event we are unable to
complete the proposed offering, we will need to find alternative
sources of financing in order to remain a going concern. Potential
sources include our financing agreement with Silicon Valley Bank
and public or private sales of equity or debt securities. We may
also consider sales of assets to raise additional cash. If we use
a significant portion of the net proceeds from an offering to
acquire a company, technology or product, we may need to raise
additional debt or equity capital.
      
"During fiscal 2003, we acquired four companies, downsized our
workforce and restructured our business and balance sheet to
improve operating cash flow. We plan to continue to look for
efficiencies and redundancies to maximize our cash flow. Our cash
flow estimates are based upon attaining certain levels of sales,
maintaining budgeted levels of operating expenses, collections of
accounts receivable and maintaining our current borrowing line
with Silicon Valley Bank among other assumptions, including the
improvement in the overall macroeconomic environment. However
there can be no assurance that we will be able to meet such cash
flow estimates. Our sales estimate includes revenue from new and
existing customers which may not be realized and we may be
required to further reduce expenses if budgeted sales are not
attained. We may be unsuccessful in reducing expenses in
proportion to any shortfall in projected sales and our estimate of
collections of accounts receivable may be hindered by our
customers' ability to pay."


NEWAVE INC: Rose Snyder Replaces Kabani as Independent Accountants
------------------------------------------------------------------
On April 29, 2004 Kabani & Company, Inc., principal accountant of
NeWave, Inc. (formerly, Utah Clay Technology, Inc.), resigned.
Kabani audited the Company's financial statements for the fiscal
year ending December 31, 2003 and 2002.  On the same date, the
Board of Directors of the Company 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 included an explanatory paragraph wherein they
expressed substantial doubt about NeWave's ability to continue as
a going  concern.


OLD NATIONAL HOSPITALITY: Case Summary & 7 Unsecured Creditors
--------------------------------------------------------------
Debtor: Old National Hospitality Company
        dba Howard Johnson Express
        2480 Old National Parkway
        College Park, Georgia 30349

Bankruptcy Case No.: 04-68831

Type of Business: The Debtor operates a hotel known as the
                  Howard Johnson Express that is located at
                  2480 Old National Parkway, College Park,
                  Fulton County, Georgia.

Chapter 11 Petition Date: May 28, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: 404-893-3880

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Cambridge Group                                         $150,000

Horizon Bank                  Bank loan                 $150,000

Sundown Renovations, Inc.     Remodel expense           $100,500

Sovereign Bank                Equipment Lease            $24,335

Lakota Carpets, Inc.          Carpet Supplier             $6,795

Citi Capital                  Equipment Lease             $6,348

American Furniture MFG Inc.   Supplier for vanities       $5,360
                              sinks, etc.


OWENS CORNING: Reaches Plan Accord with Major Creditor Groups
-------------------------------------------------------------
Owens Corning (OTC: OWENQ) announced that an agreement in
principle has been reached with the company's asbestos creditors
and the official representatives of the company's pre-petition
bondholders and trade creditors.

Through this agreement in principle, Owens Corning has now gained
support for its Plan of Reorganization from all of its major
creditor groups with the exception of the holders of its pre-
petition bank debt, who continue to oppose the Plan. The company's
current Plan of Reorganization, which has been supported by the
company's asbestos creditors, will be amended to reflect the terms
of this agreement.

Among other things, the agreement in principle provides that all
holders of bonds, bank debt and senior trade debt will receive a
recovery equal to 38.5 percent of their claims upon Owens
Corning's successful emergence from Chapter 11. The recoveries of
all creditors are based on certain agreed and assumed values and
will be comprised of cash, debt and equity. However, their actual
recovery may ultimately be higher or lower based on the value of
the equity to be issued by the company upon emergence from Chapter
11 and other factors. A copy of the term sheet, which reflects the
agreement in principle, has been filed with the United States
Bankruptcy Court for the District of Delaware. A copy of the Term
Sheet is also available on the Company's web site at
http://www.ocplan.com/

"Although there continue to be significant challenges in our
Chapter 11 case, the negotiation of this agreement was a very
important step toward the company's emergence from Chapter 11."
said Owens Corning General Counsel Steve Krull. "With this
settlement as a foundation, we are anxious to proceed with a
confirmation hearing before judges Fitzgerald and Fullam as we
work toward emerging from bankruptcy for the benefit of all of our
stakeholders."

Owens Corning is a world leader in building materials systems and
composites systems. Founded in 1938, the company had sales of $4.9
billion in 2003. Additional information is available on Owens
Corning's Web site at http://www.owenscorning.com/or by calling  
the company's toll-free General Information line: 1-800-GETPINK.

On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter 11
of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the
District of Delaware. The Debtors are currently operating their
businesses as debtors-in-possession in accordance with provisions
of the Bankruptcy Code. The Chapter 11 cases of the Debtors are
being jointly administered under Case No. 00-3837 (JKF). The
Chapter 11 cases do not include other U. S. subsidiaries of Owens
Corning or any of its foreign subsidiaries. The Debtors filed for
relief under Chapter 11 to address the growing demands on Owens
Corning's cash flow resulting from the substantial costs of
asbestos personal injury liability.

On October 24, 2003, the Debtors, together with the Official
Committee of Asbestos Claimants and the Legal Representative for
future asbestos personal injury claimants, filed an amended Joint
Plan of Reorganization in the U. S. Bankruptcy Court for the
District of Delaware. The Plan is subject to confirmation by the
Bankruptcy Court. As filed, the Plan provides for partial payment
of all creditors' claims, in the form of distributions of new
common stock and notes of the reorganized company, and cash.
Additional distributions from potential insurance and other third-
party claims may also be paid to creditors, but it is expected
that all classes of creditors will be impaired. Therefore, the
Plan also provides that the existing common stock of Owens Corning
will be cancelled, and that current shareholders will receive no
distribution or other consideration in exchange for their shares.
It is impossible to predict at this time the terms and provisions
of any plan of reorganization that may ultimately be confirmed or
the treatment of creditors thereunder.


OWENS CORNING: Credit Suisse, et al, Ask Court To Appoint Examiner
------------------------------------------------------------------
Credit Suisse First Boston, as agent for the prepetition bank
lenders to Owens Corning and some of its subsidiaries pursuant to
a June 26, 1997 Credit Agreement, and Kensington International
Limited, Springfield Associates, LLC, and Angelo Gordon, as
holders of more than $500,000,000 in aggregate principal amount
of bank debt, ask the Court to appoint an examiner to investigate
the substantial evidence of:

   (1) breaches of fiduciary duty by the Debtors' management;

   (2) the Debtors' abdication of control of the plan process and
       the tort claims estimation process to the Futures
       Representative and the plaintiffs' attorneys who dominate
       the Asbestos Creditors Committee in Owens Corning's
       bankruptcy cases and virtually every significant asbestos
       bankruptcy case pending in the United States;

   (3) a multitude of significant but inadequately disclosed or
       undisclosed connections between the asbestos plaintiffs'
       interest and each of:

       (a) Mediator/Advisor Francis McGovern, who played a key
           role in Owens Corning's plan process; and

       (b) Analysis Research Planning Corporation, the Debtors'
           asbestos claims estimation firm; and

   (4) improper conduct that has cast a cloud over the very
       integrity of the plan process in Owens Corning's cases.

Adam G. Landis, Esq., at Landis Rath & Cobb, LLP, in Wilmington,
Delaware, proposes that as part of the investigation, the
Examiner must focus on the troubling matters that were the
subject of specific comments by the Third Circuit in its recent
decision recusing Judge Wolin, including:

    * The relationship between the supposedly "neutral" Mediator
      and Advisor, Mr. McGovern, and the Futures Representative
      in certain asbestos bankruptcies.  Mr. McGovern met the
      Futures Representative in a wide range of asbestos-related
      cases on multiple occasions, to develop common strategy
      with respect to pending asbestos legislation and to discuss
      common issues.

    * The fact that Mr. McGovern as well as conflicted Advisor
      David Gross "allegedly breached their duties as mediators
      by disclosing to Judge Wolin substantive positions of the
      mediating parties" -- a serious breach of confidence that
      occurred at a critical point in Owens Corning's bankruptcy.

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

    * Rampant ex parte meetings between the plaintiffs' attorneys
      and Judge Wolin that "went to the very heart of the
      proceedings," and that can fairly be described as an
      improper influence on the plan process.

Mr. Landis suggests that the investigation cannot stop with the
specific allegations of irregularity that were highlighted by the
Third Circuit.  There are other troubling matters that have come
to light, both as a result of the depositions ordered by the
Third Circuit and outside of the recusal record, that call for a
thorough investigation.  Moreover, as part of any meaningful and
comprehensive investigation, the examiner should also be directed
to recommend what remedial action is necessary to restore the
integrity of the plan process in Owens Corning's cases and to end
as "unbridled dominance of the [asbestos] committee in the
debtor's affairs" and "the obvious self-dealing that resulted
[and continue to result] from control of the debtor" by the
plaintiffs' interests and the Debtors' own "self-interested
management."

Mr. Landis points out that it is axiomatic that "fundamental
fairness" must be a touchstone of any Chapter 11 case, as well as
of the plan process itself.  The appointment of a new examiner is
necessary because Judge Wolin's recusal alone cannot erase the
corrosive impact on the fundamental fairness of the plan process
in Owens Corning's cases that has resulted from two years of
irregular and still largely undisclosed activities and conduct on
the part of certain parties.

Mr. Landis notes that all of the irregularities in Owens
Corning's bankruptcy cases have not yet come to light.  Because
of the limited discovery afforded in the recusal proceedings, it
is not known to what extent other activities are undisclosed, and
conduct on the part of the asbestos plaintiffs' interests, Mr.
McGovern, David Gross, Judson Hamlin, and others, may have
further undermined the fundamental fairness of the plan process.
The Debtors, the Asbestos Creditors Committee and the Futures
Representative strove to block and limit inquiry into the
activities in the recusal proceedings, and conducted a thus far
successful campaign in the Court to block any meaningful scrutiny
into the prepetition and postpetition conduct of the Debtors and
the asbestos plaintiffs' attorneys.  Under these circumstances,
an investigation and recommendations by a truly neutral and
disinterested examiner are necessary to restore order, fairness
and balance into what has become a dysfunctional plan process
that is under the firm control of the asbestos plaintiffs'
interests.

The Third Circuit's recusal of Judge Wolin -- over the fierce
opposition of the Debtors, the Asbestos Creditors Committee and
the Futures Representative -- makes clear that even the
appearance of impropriety in the judicial process cannot be
tolerated.  The Debtors, the Asbestos Creditors Committee and the
Futures Representative have thus far largely managed to continue
to block:

   -- the prosecution of action to recover hundreds of
      millions of dollars in extraordinary payments that were
      made on the eve of the bankruptcy to a favored group of
      plaintiffs' law firms, including leading members of the
      Asbestos Creditors Committee;

   -- all discovery by the commercial creditors in support
      of a motion for the appointment of a Chapter 11 trustee,
      which is based on serious allegations of management
      misconduct, breach of fiduciary duty, and abdication of the
      proper role of a debtor-in-possession in favor of ceding
      control of the plan process to the tort firms that dominate
      the Asbestos Creditors Committee;

   -- any meaningful investigation and analysis of the
      validity of the billions of dollars in asbestos claims
      asserted against Owens Corning and its subsidiary,
      Fibreboard, including failing to set a bar date three-
      and-one-half years into the Debtors' Chapter 11 cases and
      by blocking the commercial creditors' reasonable efforts to
      conduct their own discovery regarding these claims.
      Instead, the Debtors embraced an asbestos claims estimation
      firm with undisclosed ties to the asbestos plaintiffs'
      interests; and

   -- discovery into the undisclosed connections and
      conflicts that exist in the Debtors' Chapter 11 cases,
      including the ties between Mr. McGovern and the
      plaintiffs' interests, who are largely responsible for the
      millions of dollars in fees Mr. McGovern receives each year
      in connection with asbestos cases.  The facts that came to
      light in the recusal proceedings suggest that Mr. McGovern
      may have played a central role in undermining the integrity
      of the plan process in Owens Corning's bankruptcy for the
      benefit of the asbestos plaintiffs' interest.

According to Mr. Landis, the Debtors' Plan is nothing short of a
"dream plan" for the plaintiffs' interests under which asbestos
claims are grossly inflated to $16,000,000,000, many times the
amount that the Debtors publicly were reporting during their
Chapter 11 cases as late as October 2002.  The Plan requires
substantive consolidation, thus transferring well more than
$1,000,000,000 in value from the Banks and giving it primarily to
the asbestos plaintiffs.  The Plan also handsomely rewards
current management with $70,000,000 in bonus compensation and
effectively insulates the members of the Asbestos Creditors
Committee from liability for hundreds of millions of dollars of
preferences and fraudulent conveyances they received during the
months before bankruptcy.

The "one-sided" Plan and the questionable process that produced
it, however, are not the only evidence of irregularity and
impropriety in the conduct of the Debtors' management and in the
Debtors' treatment of their creditors, both before and after the
Petition Date.  In their request to appoint a Chapter 11 Trustee
and pleadings seeking the right to pursue fraudulent conveyance
claims against the asbestos law firms, the commercial creditors
laid out detailed grounds that support two overarching
conclusions:

   (1) Owens Corning and its management concealed its true
       financial condition from both the investing public and the
       Banks prior to the Petition Date to facilitate paying out
       hundreds of millions of dollars to certain prominent
       asbestos plaintiffs' law firms, dramatically increasing
       the Bank debt and giving the favored tort firms a leg up
       over all commercial creditors in the months leading to the
       Debtors' 2000 bankruptcy filing; and

   (2) The Debtors have, under the domination of the tort firms,
       refused to perform their duty under Section 704(5) and
       1107(a) of the Bankruptcy Code to object to the payment of
       invalid tort claims against the estate.  Instead, the
       Debtors completely surrendered to the Asbestos Creditors
       Committee's desire to flood the estate with thousands of
       dubious "unimpaired" and otherwise invalid claims,
       contrary to the interests of the most seriously injured
       victims of asbestos, as well as those of undisputed
       commercial creditors.  The Debtors have done literally
       nothing to stop the hijacking of the bankruptcy process
       and, instead, directly aided and abetted it.

The Debtors believe that the plaintiffs' firms, which control the
Asbestos Creditors Committee, will also control the Debtors'
post-confirmation management.  It is clear that the Debtors'
management is trying to please its future employers, the
plaintiffs' interests, rather than all creditors to whom
management owes fiduciary duties.

In light of the revelations from even limited discovery that so
troubled the Third Circuit, it is not surprising that the Debtors
and their asbestos plaintiffs' allies have tried so hard to block
or delay scrutiny at every turn.  The disturbing and unanswered
questions are simply too important to put off any longer,
Mr. Landis says.

Mr. Landis contends that under Section 1104(c) of the Bankruptcy
Code, the appointment of an examiner is mandatory in a case of
the Debtors' size.  The facts and the troubling questions that
they raise compel, at a minimum, the appointment of a neutral,
disinterested third party to investigate these matters.

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)   


PAK-A-SAK: Files Plan and Disclosure Statement in North Carolina
----------------------------------------------------------------
Pak-A-Sak Food Stores, Inc., filed its Chapter 11 Plan of
Reorganization and a Disclosure Statement explaining its plan with
the U.S. Bankruptcy Court for the District of North Carolina,
Wilson Division.  Full-text copies of the documents are available
for a fee at:

  http://www.researcharchives.com/bin/download?id=040602221411

                           and

  http://www.researcharchives.com/bin/download?id=040602221224

The Plan designated eight classes of claims and interests and
outlines their treatment:

   Class                Treatment
   -----                ---------
   1 - Administrative   Unimpaired. Will be paid in cash and in
       Costs            full including accruals to date of
                        payment within 10 days from the
                        Effective Date.

   2 - Ad valorem       Impaired. Will be paid in a monthly  
       Taxes            payments over a period of six years, at
                        an annual interest rate of 5%.

   3 - Internal         Impaired. Cost and expenses of
       Revenue          administration will be paid in cash and
       Service, N.C.    in full; unsecured priority tax claims
       Department of    will be paid in monthly installments
       Revenue,         over a period not exceeding 6 years;
       Employment       secured claims shall retain their
       Security         secured interest in the property of the
       Commission       Debtor.

   4 - BB&T             Impaired. Will retain its liens with the
                        priority thereof as existed on the
                        Petition Date until paid in full.

   5 - Victor and       Impaired. Will be treated as a secured
       Nina King        obligation of the Debtor, and Victor and
                        Nina King shall retain their lien until
                        fully paid.

   6 - Nash Finch       Impaired. The Debtor proposes the
                        following treatment of the Nash Finch
                        notes:

                        a) $700,000 note. The Debtor will pay
                           $50,000 on July 26, 2009, and extend
                           the note until July 26, 2014, at
                           which time a lump sum payment of
                           $650,000 will be paid to satisfy this
                           note in full;

                        b) $300,000 note. The balance of this
                           note is $245,524.00, as of April 14,
                           2004. The Debtor will pay this note
                           plus accrued interest at the rate of
                           5% per annum, in monthly payments in
                           the amount of $1,620.39 over the
                           first full month following the
                           Effective Date.

                        c) $500,000 note. The balance of this
                           note is $200,000.00. This obligation
                           will be treated as a secured
                           obligation of the Debtor and Nash
                           Finch will retain its liens until
                           satisfied in full.

   7 - General          Impaired. The total amount of general
       Unsecured        unsecured debt is $1,370,819.13. The
       Claims           Debtor will pay this class in full, in
                        quarterly installments of $34,270.48,
                        commencing on January 15, 2005, and
                        continuing quarterly for ten years. All
                        payments will be distributed pro rata to
                        allowed creditors within this Class.

   8 - Equity Security  Unimpaired. Will retain their ownership
       Holders          interests upon confirmation of the
                        Debtor's Plan.

Headquartered in Morehead City, North Carolina, Pak-A-Sak Food
Stores, Inc., is engaged in the business of operating grocery
stores located in Carteret County, Craven County and Onslow
County, North Carolina.  The Company filed for chapter 11
protection on January 22, 2004 (Bankr. E.D. N.C. Case No. 04-
00590).  Trawick H. Stubbs, Esq., at Stubbs & Perdue, P.A.,
represents the Debtor in its restructuring efforts.  When the
company filed for protection from its creditors, it listed
$6,678,838 in total assets and $6,669,439 in total debts.


PARMALAT GROUP: Moves Towards Creditor Agreement Proposal
---------------------------------------------------------
Parmalat Finanziaria SpA in Extraordinary Administration
communicates the guidelines for the Restructuring Plan and for the
proposed agreement with creditors.

          Changes to Legislative Decree No. 119

With the Legislative Decree of 3 May 2004, no. 119, published in
Official Gazette no. 106 on 7 May 2004, applicable from 8 May
2004, a number of changes and additions have been made to
legislation regarding major companies in insolvency referred to
under Legislative Decree of 23 December 2003, no. 347, which, with
modifications, came into force with the Law of 18 February 2004,
no. 39.

In particular, as a result of the changes made under the new
decree, the procedures for the extraordinary administration of
Parmalat Group Companies can be enacted either through a program
of economic and financial restructuring, as foreseen under the
'mother procedure' of Parmalat SpA, or through a program of
disposals of Group businesses.  This program shall be made public
via various forms of public announcement as and when enacted.

Among the most significant changes to be highlighted are those
relating to the agreement with creditors, which could be finalized
via whatever technical or legal structure is necessary including
transfer, merger or another structural change, or via an Assuming
Entity, to which may be transferred all the activities and
liabilities of those companies that may be the subject of the
agreement with creditors.  The Assuming Entity can also consist of
creditors or companies in which they have an interest.

The real possibility of filing a proposed agreement with creditors
has already enabled the simplification of the claims procedures
for creditors.

Taking into account the [] changes to the law, the Extraordinary
Commissioner, with the support of his legal and financial
advisors, is finalizing his economic and financial restructuring
plan for the various Parmalat Group businesses, to be filed with
the Minister of Production Activities for his approval.

            Outline of Creditor Settlement Agreement

The restructuring plan will include a proposed agreement with
creditors that would see the transfer to a separate Assuming
Entity of all the assets and liabilities of those companies
subject to the agreement.  This newly formed company will
exclusively assume all the obligations resulting from the
agreement with creditors and will have transferred to it all the
assets and liabilities of those companies that are subject to the
proposed agreement with creditors, as well as any revocatory
actions or actions for damages to be taken by the Extraordinary
Commissioner.

If approved by creditors, the proposed agreement will permit the
payment of all privileged and preferential credits and the payment
of unsecured credits via the allotment of shares in the Assuming
Entity in proportion to the credits as officially registered and
taking into account the assets and liabilities of the companies in
Extraordinary Administration that are covered by the agreement
with creditors.

The legal structure of the agreement with creditors will be set
out in detail in the restructuring plan and in the proposed
agreement itself.

          Close Brothers is Appointed Financial Advisor

Close Brothers has been selected from a group of leading
international institutions to fulfill the role of financial
adviser with the following brief:

        (i) to review the Restructuring Plan in the interests of
            creditors; and

       (ii) to deliver a letter of opinion on the fairness and
            reasonableness, from a financial point of view, of
            the amount to be offered to each class of creditor.

The letter of opinion will be made public as an appendix to the
Restructuring Plan and the proposed agreement with creditors.

                      Corporate Governance:
             The Core Principles of the New Parmalat

A system of Corporate Governance has been defined for the new
Parmalat.  This takes into account the new rules governing company
law, the recommendations of CONSOB and Borsa Italiana (the Italian
Stock Exchange), Borsa Italiana's code of self-discipline (Codice
Preda) and every applicable law and is aligned with national and
international best practice.  Parmalat's new Corporate Governance
will have as its objective the protection and the creation over
time of value for shareholders and other stakeholders. This
objective will be given the status of "a company principle" by
establishing it among the obligations of the company's governing
structures.

     The principle characteristics of this new system are:

     * The company bylaws provide for the maximum possible
       involvement of shareholders in the definition of the
       Group's values and provide an important guarantee for the
       protection of shareholders' interests.  To achieve this
       the company bylaws:

       -- specifically list the duties of directors and members
          of the Board of Statutory Auditors;

       -- define the role of the Chairman of the Board; and

       -- specify the exclusive duties of the Board of Directors
          and the specific requirements demanded of independent
          directors who should represent the majority of Board
          members.

       Directors will be appointed via the voting list mechanism
       and a minimum ownership of 2% of the Group's share capital
       will be required in order to present such a list.  No one
       will be eligible for election as a Director who carried
       out any role within Parmalat's corporate structures under
       the previous management or had any position of major
       responsibility within the Group.  The same applies to
       anybody who, in the 180 days prior to the General Meeting
       of Shareholders has been the subject of any legal action.
       It will not be permitted for a single person to carry out
       the roles of Chairman of the Board and of Chief Executive.

     * The Board of Directors will set in place a Code of
       Self-Discipline that will constitute the sum of the
       regulations that govern the business of the Company,
       consistent with the basic principles set out in the
       Company's bylaws.  The code of self-discipline will:

       -- cover the regular reporting obligations of the
          Company's committee structures;

       -- [cover] the establishment of an Internal Controls and
          Corporate Governance Committee and a Nominations and
          Remuneration Committee;

       -- define the basic principles for the handling of price
          sensitive information and procedures governing the
          issues of insider trading and internal dealing;

       -- establish the basic principles governing relations with
          shareholders and institutional investors; and

       -- establish rules governing related party transactions.

     * A Code of Ethics will define the Group's mission and the
       behavioral obligations of its employees and partners,
       based on values of transparency, correctness and
       professionalism.

     * The basic principles regarding internal controls will be
       enshrined in Written Group Procedures that will define the
       parent company's powers of direction and coordination as
       foreseen under company reforms that have the objectives of
       guaranteeing transparency of information and behavioral
       correctness.  These procedures will include Structures to
       govern behavior as required under Legislative Decree
       231/2001 that cover the administrative responsibility of
       the company in relation to various possible criminal
       activities, including that relating to the company's
       affairs.

     * The Company control structure will be radically reviewed
       in order to achieve the objectives of:

       -- transparency (Group companies must be seen to be, as a
          matter of course, transparent by third parties);

       -- correctness (domiciles of convenience, so called
          'fiscal paradises', will be abandoned); and

       -- the remuneration of capital (via a dividend policy and
          made possible also thanks to the simplification of the
          Company control structure).

The complete texts relating to the company's corporate governance
will be made available on the Group's website
http://www.parmalat.com/

                          *     *     *

The companies that will be subject to the restructuring plan and
the proposed agreement with creditors are:

    (1) Parmalat SpA,
    (2) Parmalat Finanziaria SpA,
    (3) Eurolat SpA,
    (4) Lactis SpA,
    (5) Dairies Holding International bv,
    (6) Parmalat Finance Corporation bv,
    (7) Parmalat Capital Netherlands bv,
    (8) Parmalat Netherlands bv,
    (9) Olex sa,
   (10) Parmalat Soparfi sa,
   (11) Geslat srl,
   (12) Parmaengineering srl,
   (13) Contal srl,
   (14) Eurofood IFSC Limited,
   (15) Eliair srl,
   (16) Newco srl,
   (17) Panna Elena C.P.C. srl, and
   (18) Centro Latte Centallo srl

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


PARMALAT GROUP: Releases Financial Results Ended April 30, 2004
---------------------------------------------------------------
Parmalat Finanziaria SpA in Extraordinary Administration announced
the financial results for the Parmalat Group for the period ended
30 April 2004.

                       Core Activities

Core Activities: consisting of drinks (milk and fruit juice) and
milk related products, based on approximately 30 brands ('global'
brands or strong local brands), focused on high potential
countries in which there is strong demand for healthy life-style
products, the willingness to pay a premium price for Parmalat
brands and the availability of leading edge technology.

Parmalat's core activity revenues have generally held up compared
to the equivalent period in the previous year (EUR1,170.4 million
compared to EUR1,193.5 million), while EBITDA increased by 11.9%
to EUR78.3 million compared to EUR70.0 million during the same
period of 2003.

This improvement in operating results is thanks to the
implementation of a series of commercial actions aimed at
defending market position and also a series of cost containment
and reduction measures which have also been applied to the
corporate structure.

In particular, looking at the principal geographic areas of
operation, the following can be seen:

     -- Italy

        Revenues for the period reached EUR443.9 million, down
        5.9% compared to the EUR472.1 million for the same period
        in 2003.  While revenues fell, there was an improvement
        in operating profitability, which increased 22.9%, from
        EUR24.0 million at 30 April 2003 to EUR29.5 million at
        30 April 2004.  The lower revenues were principally a
        result of a general fall in consumption, to aggressive
        competition, and to a number of difficulties faced in
        securing raw materials.  These issues were overcome at
        the EBITDA level thanks to the general strength of the
        Group's brand and growth in special milk products and
        juices, from lower advertising and promotional costs and
        from the reduction of costs for the corporate structure.

     -- South Africa

        Revenues for the period of EUR74.9 million grew by 30.4%
        compared to the EUR57.4 million reported at 30 April
        2003.  EBITDA also almost doubled increasing from
        EUR3.7 million at 30 April 2003 to EUR6.9 million at
        30 April 2004.  The improvement in the results from this
        market is down to an increase in volumes (as a result of
        the acquisition of a number of new brands and the growing
        recognition of the Parmalat brand, yogurts and cheeses)
        and also to the increased efficiency of the distribution
        network.  A further positive contribution was made by
        exchange rates (the appreciation of the South African
        Rand compared to the Euro).

     -- Venezuela

        Within the Group's core activities Venezuela has suffered
        most as a result of a lack of support for a new
        industrial plan by creditors.  In fact the inability to
        secure the required lines of credit for the importation
        of raw materials resulted in a reduction in volumes from
        EUR58.7 million in April 2003 to EUR49.8 million in April
        2004 (-15.1%).  This resulted in a substantial decrease
        in operating profitability which fell from EUR7.7 million
        to EUR1.0 million as a result of an increase in raw
        material costs in the local markets which was not
        balanced by a corresponding increase in the price of the
        end product.

     -- Canada

        The Canadian market has been substantially stable at the
        revenue level moving from EUR365.4 million to EUR360.0
        million while EBITDA, which was EUR19.3 million in April
        2004 grew 45.1% when compared to the same period in the
        previous year (EUR13.3 million).  This increase in
        profitability has been achieved as a result of a tight
        control on promotional, advertising and general expenses
        and also greater efficiency at the manufacturing level.

     -- Australia

        Revenues for the period were EUR123.0 million up 10.3%
        compared to the EUR111.5 million of the same period in
        2003.  Similarly EBITDA for the period was EUR9.4 million
        compared to EUR8.3 million for the same period in the
        previous year (+13.2%).  The changes at the Revenue and
        EBITDA levels in this country are largely due to an
        exchange rate effect thanks to an appreciation of the
        Australian Dollar compared to the Euro.

                     Non-core Activities and
            Businesses subject to Special Procedures

Non-Core Activities: represented by countries and activities
considered non-strategic and which will be subject to disposal.

Activities subject to Special Procedures: consisting of businesses
in countries outside Italy that are currently subject to
restrictions to their management as result of local bankruptcy
proceedings.

The negative result for those businesses covered by these two
headings is mainly due to the performance of the Brazilian
and US operations:

     -- Brazil

        Revenues fell from EUR122.0 million to EUR37.8 million
        (-69%) and EBITDA worsened moving from a negative
        EUR7.8 million to a loss of EUR12.2 million.  This
        outcome is due to the serious financial situation
        encountered by the local business and the fact that the
        local authorities did not approve a Concordata procedure,
        thus making the operational management of the business
        that much more difficult.

     -- USA

        The consolidated results show a fall in revenues (from
        EUR287.3 million at 30 April 2003 to EUR223.7 million at
        30 April 2004) and a largely stable operating result
        which moved from a loss of EUR6.3 million in 2003 to a
        loss of EUR6.8 million at 30 April 2004.  The fall in
        revenues results from the financial crisis that hit the
        dairy business (milk and milk derivatives) which created
        a series of operating disruptions which it was decided to
        address through the establishment of a Chapter 11
        procedure.  Clearly the fall in revenues also resulted in
        a worsening at the EBITDA level.  The bakery activities,
        that are subject to a strategic reorganization, saw a
        fall in revenues and a significant improvement in
        operating result even if this is still in negative
        territory.

                     Net Financial Position

The Group's net financial position is currently being calculated
and will be the subject of a separate press announcement.

In the meantime it can be stated that at 30 April 2004 those
companies in Extraordinary Administration incurred no new
financial debt.  Specifically, total cash reserves of the
companies in Extraordinary Administration amount to over
EUR40.0 million (of which EUR23.0 million refer to Parmalat SpA in
Extraordinary Administration).  No use has been made until now of
the line of credit of EUR105.0 million provided by a pool of
banks on 4 March 2004.

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


PEGASUS SATELLITE: Asks Court for Authority to Use Cash Collateral
------------------------------------------------------------------
Pegasus Media & Communications, Inc., as borrower, owes:

    $391,766,856 on account of Term Loans plus

      $2,950,150 for accrued but unpaid interest,

plus all fees and other amounts due and owing under a Prepetition
Credit Agreement, amended for the fourth time on October 22,
2003, to Bank of America, N.A., as agent, and (based on Pegasus'
latest public disclosures) a consortium of lenders comprised of:

     * BANK OF AMERICA, N.A.
     * AMMC CDO I, LIMITED (by American Money Management Corp.)
     * AMMC CDO II, LIMITED (by American Money Management Corp.)
     * APEX (TRIMARAN) CDO I, LTD. (by Trimaran Advisors, L.L.C.)
     * ARCHIMEDES FUNDING III, LTD. (by ING Capital Advisors LLC)
     * ENDURANCE CLO I, LTD. (c/o ING Capital Advisors LLC)
     * SEQUILS-ING I (HBDGM), LTD. (by ING Capital Advisors LLC)
     * BALLYROCK CDO I LIMITED
          (by BALLYROCK Investment Advisors LLC)
     * BINGHAM CDO L.P.
     * CASTLE HILL I - INGOTS, LTD. (by Sankaty Advisors, LLC)
     * CASTLE HILL II - INGOTS, LTD. (by Sankaty Advisors, LLC)
     * CENTURION CDO II Ltd.
          (by American Express Asset Management Group, Inc.)
     * CENTURION CDO VI, Ltd.
          (by American Express Asset Management Group, Inc.)
     * KZH ING-2 LLC
          (by American Express Asset Management Group, Inc.)
     * KZH CYPRESSTREE-1 LLC
          (by American Express Asset Management Group, Inc.)
     * KZH STERLING LLC
          (by American Express Asset Management Group, Inc.)
     * EMERALD ORCHARD LIMITED
     * FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
          FLOATING RATE HIGH INCOME FUND
     * FRANKLIN CLO II
     * FRANKLIN FLOATING RATE TRUST
     * GLENEAGLES TRADING LLC
     * GREAT POINT CLO 1999-1 LTD. (by Sankaty Advisors, LLC)
     * 1888 FUND, LTD. (by Guggenheim Investment Management, LLC)
     * CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM
          (by Highland Capital Management, L.P.)
     * RESTORATION FUNDING CLO, LTD.
          (by Highland Capital Management, L.P.)
     * HIGHLAND LEGACY LIMITED
          (by Highland Capital Management, L.P.)
     * INNER HARBOR CBO 2001-1 LTD.
          (by T. ROWE PRICE ASSOCIATES, INC.)
     * MAGMA CDO LTD.
     * ML CBO IV (CAYMAN), LTD.
          (by Highland Capital Management, L.P.)
     * ORIX FINANCE CORP. I
     * PAMCO CAYMAN, LTD.
          (by Highland Capital Management, L.P.)
     * SAWGRASS TRADING LLC
     * SEQUILS - CENTURION V, LTD.
          (by American Express Asset Management Group, Inc.)
     * STELLAR FUNDING, LTD.
     * TORONTO DOMINION (NEW YORK), INC.
     * LONGHORN CDO (CAYMAN) LTD
          (by Merrill Lynch Investment Managers, L.P.)
     * LONGHORN II CDO (CAYMAN) LTD
          (by Merrill Lynch Investment Managers, L.P.)
     * MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME
          PORTFOLIO (by Merrill Lynch Investment Managers, L.P.)
     * DEBT STRATEGIES FUND, INC.
     * MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES
          PORTFOLIO (by Merrill Lynch Investment Managers, L.P.)
     * MASTER SENIOR FLOATING RATE TRUST
     * MERRILL LYNCH PRIME RATE PORTFOLIO
          (by Merrill Lynch Investment Managers, L.P.)
     * SENIOR HIGH INCOME PORTFOLIO, INC.
     * HIGHLAND LOAN FUNDING V, LTD.
          (by Highland Capital Management, L.P.)
     * STANFIELD CLO LTD. (by Stanfield Capital Partners LLC)
     * STANFIELD/RMF TRANSATLANTIC CDO LTD. (by Stanfield Capital
          Partners LLC)
     * WINDSOR LOAN FUNDING, LIMITED (by Stanfield Capital
          Partners LLC)
     * STANFIELD ARBITRAGE CDO, LTD. (by Stanfield Capital
          Partners LLC)
     * STANFIELD QUATTRO CLO, LTD. (by Stanfield Capital
          Partners LLC)
     * SUNAMERICA SENIOR FLOATING RATE FUND INC.
          (by Stanfield Capital Partners LLC)
     * PILGRIM CLO 1999 - 1 LTD. (by ING Investments, LLC)
     * PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
          (by ING Investments, LLC)
     * ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
          (by ING Investments, LLC)
     * ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
          (by ING Investments, LLC)
     * SEQUILS - PILGRIM I, LTD.
          (by ING Investments, LLC)
     * ING PRIME RATE TRUST
          (by Aeltus Investment Management, Inc.)
     * ING SENIOR INCOME FUND
          (by Aeltus Investment Management, Inc.)
     * SUNAMERICA LIFE INSURANCE COMPANY
          (by AIG Global Investment Corp.)
     * ELF FUNDING TRUST I (by Highland Capital Management, L.P.)
     * BLUE SQUARE FUNDING LIMITED SERIES 3
     * HIGHLAND OFFSHORE PARTNERS, L.P. (by Highland Capital
           Management, L.P.)
     * PAM CAPITAL FUNDING LP
           (by Highland Capital Management, L.P.)
     * FRANKLIN FLOATING RATE DAILY ACCESS FUND
     * FRANKLIN FLOATING RATE MASTER SERIES
     * Sankaty Advisors, Inc. as Collateral Manager for
           BRANT POINT CBO 1999-1, LTD.
     * HARBOUR TOWN FUNDING LLC
     * RACE POINT CLO, LIMITED (by Sankaty Advisors, LLC)
     * AVERY POINT CLO, LTD. (by Sankaty Advisors, LLC)
     * RACE POINT II CLO, LIMITED
     * SANKATY HIGH YIELD PARTNERS III, L.P.
     * INTERNATIONAL PAPER RETIREMENT PLAN
           (by Oaktree Capital Management, LLC)
     * GENERAL BOARD OF PENSION AND HEALTH BENEFITS OF
           THE UNITED METHODIST CHURCH (by Oaktree Capital
           Management, LLC)
     * THE CALIFORNIA ENDOWMENT
           (by Oaktree Capital Management, LLC)
     * DAIMLER CHRYSLER CORPORATION MASTER RETIREMENT TRUST
           (by Oaktree Capital Management, LLC)
     * DELTA MASTER TRUST (by Oaktree Capital Management, LLC)
     * BILL & MELINDA GATES FOUNDATION
           (by Oaktree Capital Management, LLC)
     * GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION
           (by Oaktree Capital Management, LLC)
     * THE J. PAUL GETTY TRUST
           (by Oaktree Capital Management, LLC)
     * IBM RETIREMENT PLAN
           (by Oaktree Capital Management, LLC)
     * IOWA PUBLIC EMPLOYEES' RETIREMENT ASSOCIATION
           (by Oaktree Capital Management, LLC)
     * MICROSOFT CORPORATION
           (by Oaktree Capital Management, LLC)
     * OCM HIGH YIELD FUND II, L.P.
           (by Oaktree Capital Management, LLC)
     * OCM HIGH YIELD LIMITED PARTNERSHIP
           (by Oaktree Capital Management, LLC)
     * OCM HIGH YIELD TRUST
           (by Oaktree Capital Management, LLC)
     * PACIFIC GAS AND ELECTRIC COMPANY RETIREMENT
           PLAN MASTER TRUST (by Oaktree Capital Management, LLC)
     * QWEST PENSION TRUST (by Oaktree Capital Management, LLC)
     * SAN DIEGO COUNTY EMPLOYEES' RETIREMENT SYSTEM
           (by Oaktree Capital Management, LLC)
     * STATE TEACHERS RETIREMENT BOARD OF OHIO
           (by Oaktree Capital Management, LLC)
     * TRIPAN PARTNERSHIP
           (by Oaktree Capital Management, LLC)
     * A3 FUNDING LP (by A3 Fund Management, LLC)
     * ABLECO FINANCE LLC
     * FIR TREE RECOVERY MASTER FUND, LP
     * FIR TREE VALUE PARTNERS, LDC
     * TRS ELARA, LLC
     * T. ROWE PRICE HIGH YIELD FUND, INC.
     * T. ROWE PRICE INSTITUTIONAL HIGH YIELD FUND, INC. and
     * WELLS FARGO BANK, NATIONAL ASSOCIATION

Pegasus Satellite Communications, Inc., as a limited recourse
guarantor, is contingently liable to the Prepetition Term Loan
Lenders for Pegasus Media's obligations.  Certain of Pegasus
Media's subsidiaries also guarantee repayment of these debts.

Under another Credit Agreement, dated as of December 19, 2003
among Pegasus Media, as borrower, Madeleine, L.L.C., as
administrative agent and the lenders from time to time party
thereto, Pegasus Media owes:

     $18,000,000 on account of Revolving Loans plus

        $275,410 of accrued interest plus

         $10,417 in fees.

To secure repayment of these Senior Loans, Pegasus Media and the
Subsidiary Guarantors granted to security interests in and liens
on substantially all of their personal and material real property
and other assets, then owned or thereafter acquired or arising,
and the proceeds, products, rents and profits thereof.  The
Lenders also have set-off rights.  An Intercreditor Agreement,
dated as of December 19, 2003 says that the Senior Lenders share
pari passu in all Prepetition Priority Collateral.

Pegasus Satellite Communications, Inc., also entered into an
Amended and Restated [Junior] Term Loan Agreement, dated as of
August 1, 2003 with Wilmington Trust Company, as administrative
agent, and the lenders from time to time party thereto.  The
Junior Term Loan Lenders are owed:

     $104,402,897 on account of Junior Term Loans plus

       $2,246,374 in accrued interest plus fees.  

The Junior Term Loans are secured by liens subordinate to the
Senior Lenders' liens.  

The cash that comes in the door each day is pledged to secure
repayment of these all these loans.  Those funds constitute cash
collateral within the meaning of the Bankruptcy Code.  The
Debtors need access to the lenders' cash collateral to fund their
on-going business operations.  

The Debtors project positive cash flow during the next 30 days:

            Pegasus Satellite Communications, Inc.
           Consolidated Cash Flow Forecast Scenario

                    Week       Week        Week         Week
                   Ending     Ending      Ending       Ending
                   June 4,    June 11,    June 18,    June 25,
                    2004       2004        2004         2004
                ----------- ----------- ----------- -----------
Beginning
Balance         $16,619,729 $21,263,068 $13,809,018 $25,575,718

Total
cash
receipts         12,838,800  24,948,400  15,175,400  15,175,400

Total
cash
disbursements     8,195,461  32,402,450   3,408,700   7,860,750
                ----------- ----------- ----------- -----------
Ending balance  $21,263,068 $13,809,018 $25,575,718 $32,890,368
                ----------- ----------- ----------- -----------

The Bankruptcy Code requires the Debtors to provide the Lenders
with "adequate protection" of their security interests if they
use the Lenders' cash collateral.  Prior to filing for chapter 11
protection, the Majority Secured Parties consented to Pegasus'
interim use of Cash Collateral in exchange for dollar-for-dollar
replacement superpriority liens to the extent the company
actually dips into the Lenders' cash collateral.  

Because this maintains the status quo, this is a fair and
reasonable proposal under the circumstances, Larry J. Nyhan,
Esq., at Sidley Austin Brown & Wood, LLP, tells the Court.  The
Debtors assert that this arrangement reflects their exercise of
prudent business judgment consistent with their fiduciary duties.

Without access to the lenders' cash collateral, "the Debtors'
operations would collapse," Ted S. Lodge, Pegasus' President and
Chief Operating Officer, tells the Court.  

Because the need for cash is critical in Pegasus' business, the
Debtors asked Chief Judge Haines to convene an emergency hearing
on June 4, 2004, to allow use of the Lenders' cash collateral
through June 25, 2004.  The Debtors will return to Court later
this month to ask for final approval of their request after an
official committee has been appointed and has had an opportunity
to review the details.  Those details include granting broad
releases to the Prepetition Lenders and a 90-day window within
which to challenge the validity, extent or priority of the
Lenders' liens.  

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading  
independent provider of direct broadcast satellite (DBS)
television. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Lead Case No. 04-20889) on
June 2, 2004. Leonard M. Gulino, Esq., and Robert J. Keach, Esq.,
at Bernstein, Shur, Sawyer & Nelson, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue No.
22; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PENN NATIONAL: Names James Buchanan as SVP of Charles Town Races
----------------------------------------------------------------
Penn National Gaming, Inc. (Nasdaq:PENN) announced that
James O. Buchanan, has been named Senior Vice President of
Government and Public Affairs of the Company's Charles Town Races
& Slots facility, a new position at the company.

Mr. Buchanan has served since 1998 as President and Chief
Operating Officer of Charles Town Races. John V. Finamore will
assume, on an interim basis, the additional responsibilities of
President and Chief Operating Officer at Charles Town Races until
a successor to Mr. Buchanan is named. Mr. Finamore has been based
at Charles Town since 2002 serving as Senior Vice President of
Regional Operations with responsibility for overseeing all facets
of Penn National's Charles Town West Virginia operations as well
as other northeastern U.S. gaming operations.

In his new position, Mr. Buchanan will serve as a liaison between
the property and the state legislature and will be responsible for
community relations, including local contact with business
leaders, charities and civic groups, as well as helping to manage
construction and infrastructure related issues.

"Charles Town's rapid growth has been both exciting and fulfilling
for me and required a significant personal commitment of time. I
will miss the excitement of day-to-day operations but I look
forward to focusing my full time and attention to the macro issues
that will shape the future of Charles Town," said Mr. Buchanan on
his reassignment.

Kevin DeSanctis, President and Chief Operating Officer of Penn
National Gaming, commented on the changes, "Through our
appointments over the last several years of talented, proven
industry executives to manage our operations and growth, we have
built an incredibly deep management pool. In his six years of
heading up Charles Towns' operations, Jim Buchanan has overseen
the dramatic, consistent growth of this property, its amenities
and its operating results and we are grateful for his tireless
contributions. During his tenure Jim has done an excellent job of
dividing his time between operating the property and developing
strong relationships with government and civic leaders. The
operation has grown and developed to point where it is prudent for
Penn National to have someone focus on the bigger picture in West
Virginia on a full time basis and Jim is the obvious choice.

"John has spent the last few years based at Charles Town and has
been instrumental in planning and overseeing much of the expansion
that has taken place at the property during this time. Given the
importance of Charles Town to our operating results, and its
strong ongoing growth potential, John's ability to assume these
responsibilities on an interim basis ensures a seamless transition
of responsibilities as he knows the facility, its personnel and
its customer base."

Penn National Gaming (S&P, BB- Corporate Credit Rating, Stable)
owns and operates: three Hollywood Casino properties located in
Aurora, Illinois, Tunica, Mississippi and Shreveport, Louisiana;
Charles Town Races & Slots(TM) in Charles Town, West Virginia; two
Mississippi casinos, the Casino Magic - Bay St. Louis hotel,
casino, golf resort and marina in Bay St. Louis and the Boomtown
Biloxi casino in Biloxi; the Casino Rouge, a riverboat gaming
facility in Baton Rouge, Louisiana and the Bullwhackers casino
properties in Black Hawk, Colorado. Penn National also owns two
racetracks and eleven off-track wagering facilities in
Pennsylvania; the racetrack at Charles Town Races & Slots in West
Virginia; a 50% interest in the Pennwood Racing Inc. joint venture
which owns and operates Freehold Raceway in New Jersey; and
operates Casino Rama, a gaming facility located approximately 90
miles north of Toronto, Canada, pursuant to a management contract.


PG&E NAT'L: USGen Wants To Enter Into Salem Ash Disposal Contract
-----------------------------------------------------------------
As part of its business, USGen New England, Inc., owns and
operates a coal-fired power plant in Salem, Massachusetts, known
as the Salem Harbor Facility.  The Salem Harbor Facility produces
power through four generating units with an aggregate generating
capacity of 745 MW.  Three of the units are fueled primarily with
coal.

The burning of coal at the Salem Facility results in the
production of significant amounts of high carbon fly ash, which
must be removed from the Salem Facility on a daily basis.  
Currently, the Salem Facility generates 70,000 tons of ash per
year.

Certain types of ash can be recycled as a fuel source for power
generation in waste coal boilers, or may be used as a cement
replacement in items like ready-mix concrete, flowable fill and
cement kiln feed.  However, the Salem Ash contains high levels of
unburned carbon and ammonia, making it less desirable than other
types of ash available in the marketplace.  Because of the Salem
Ash's poor quality, USGen is unable to use it at any of its
facilities as a fuel source and must dispose of it in accordance
with applicable environmental regulations.

USGen has been able to transport some of the Salem Ash to
appropriate sites for recycling but the majority of the Salem Ash
is transported by truck to a landfill under a contract with Waste
Management of New Hampshire, Inc., which expires in May 2006.

USGen pays $93 per ton to transport the Salem Ash from the Salem
Facility to the disposal site.  Based on the Salem Facility's
historical production levels and recycling efforts, USGen spends
over $4.2 million per year to remove the Salem Ash.

USGen's current recycling agreements, which account for a small
percentage of the Salem Ash, are short-term agreements, which may
be terminated at will by the recycler.  When a recycler
terminates the agreement, USGen must dispose of the additional
quantities through the Waste Management Agreement, which causes
the average price per ton to increase.  If USGen's current
recyclers were to terminate their at-will agreements, the annual
costs could exceed $6.5 million.

                    The Northampton Contract

One of USGen's recyclers is Northampton Generating Company, LP, a
non-debtor affiliate, which operates an electric generating
facility in Northampton, Pennsylvania.  Northampton Generating is
able to recycle certain types of ash in its boiler to generate
electricity, and has been burning limited quantities of Salem Ash
that have been transported by tractor trailer.  To lower costs,
USGen and Northampton Generating recently attempted to transport
the Salem Ash by railcar.  As a result of successful test
applications, Northampton Generating has agreed to receive
substantial quantities of USGen's Salem Ash by railcar on a long-
term basis.

Accordingly, USGen sought and obtained the Court's authority to
enter into an ash disposal contract with Northampton Generating.  
Under the Contract, USGen will provide 80% of the total annual
output of the Salem Ash to Northampton Generating for a three-
year period.  Northampton Generating's capability of receiving
portions of the Salem Ash by railcar rather than by tractor-
trailer will result in a delivery cost of $47 per ton, which
represents a reduction in USGen's current disposal price by
nearly 50%, and an overall reduction in ongoing recycling and
disposal costs of almost 25%.

In addition, the Ash Disposal Contract contains a buyout clause,
which allows USGen, or its successors or assigns, to terminate
the Ash Disposal Contract at a fixed price should USGen no longer
desire to perform under the contract.

According to John Lucian, Esq., at Blank Rome, LLP, in Baltimore,
Maryland, the Ash Disposal Contract will not impact USGen's
obligation or create any liability under the Waste Management
Agreement because USGen has satisfied the minimum ash requirement
contained in the Waste Management Agreement.  Furthermore, USGen
has looked for less costly alternatives that would enable it to
recycle or dispose of similar amounts of the Salem Ash at a rate
lower than $47 per ton, and has found none.  Thus, the terms of
the Ash Disposal Contract represent the best economic terms
available in the current marketplace.

Although the contemplated transaction involves an affiliate, Mr.
Lucian points out that the Ash Disposal Contract does not provide
any improper benefit to Northampton Generating.  To the contrary,
the Ash Disposal Contract compares favorably to current market
rates and provide a buyout option, enabling USGen to pursue other
alternatives in the future should market conditions change.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
22; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RCN CORP: Wants Court Approval To Maintain Existing Bank Accounts
-----------------------------------------------------------------
The U.S. Trustee has established certain operating guidelines for
debtors-in-possession to supervise the administration of Chapter
11 cases.  These guidelines require Chapter 11 debtors to, among
other things:

   (a) close all existing bank accounts and open new
       debtor-in-possession bank accounts;

   (b) establish one debtor-in-possession account for all estate
       monies required for the payment of taxes, including
       payroll taxes;

   (c) maintain a separate debtor-in-possession account for cash
       collateral; and

   (d) obtain checks for all debtor-in-possession accounts which
       bear the designation "Debtor-In-Possession," the
       bankruptcy case number, and the type of account.

Before the Petition Date, the RCN Corp. Debtors maintained one
bank account at PNC Bank, N.A., through which they manage cash
receipts and disbursements for their limited operations.  This
account currently holds minimal funds, but will be funded with
$5 million from Non-Debtor Affiliates, upon approval of certain
cash collateral orders in these proceedings.  The Debtors believe
that PNC is a substantial, stable financial institution.  The
Debtors believe that the Bank Account is FDIC-insured, up to the
applicable limit.

Accordingly, the Debtors ask the Court to waive the U.S.
Trustee's requirement that the Bank Account be closed and that a
new postpetition bank account be opened.  The Debtors also ask
the Court to declare that the Bank Account is deemed a debtor-in-
possession account, and that its maintenance and continued use,
in the same manner and with the same account number, styles, and
document forms as those employed during the prepetition period,
is authorized.

The Debtors assert that closing the Bank Account and opening a
new, identical account at PNC would serve no purpose, since the
Bank Account they have now was set up with the expectation that
it would be used as a debtor-in-possession account in that it is
fully collateralized.

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)    


REGENERON: Reports Positive Prelim Results from VEGF Phase 1 Study
------------------------------------------------------------------
Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN) announced positive
preliminary results from the phase 1 trial for the Company's
vascular endothelial growth factor (VEGF) Trap in patients with
advanced solid tumors.

Jakob Dupont, M.D., a medical oncologist at Memorial Sloan-
Kettering Cancer Center, summarized clinical data from this phase
1 trial in an oral presentation today at the annual meeting of the
American Society of Clinical Oncology (ASCO). The slides from Dr.
Dupont's presentation will be available on Regeneron's web site --
http://www.regn.com/-- on the Events page under the Investor  
heading until July 5, 2004.

These results are part of a clinical development collaboration
agreement with Aventis to jointly develop and commercialize the
VEGF Trap with Regeneron. The joint development program includes
both cancer and eye diseases and, as has been previously
disclosed, budgets approximately $100 million for 2004.

"Blocking VEGF has emerged as an important and well-validated
approach in the 'targeted' cancer chemotherapy field," noted
George D. Yancopoulos, M.D., Ph.D., President, Regeneron Research
Laboratories. "Preclinical studies have demonstrated that the VEGF
Trap is a potent blocker of VEGF, and this study confirms that it
can bind VEGF in patients. The VEGF Trap was well-tolerated. We
can now look forward to additional studies of the VEGF Trap in
patients suffering from cancer."

"The suppression of VEGF is emerging as a viable strategy in the
treatment of cancer," noted Dr. Dupont. "This study lays the
groundwork for future efficacy studies of VEGF trap in a variety
of cancers."

The phase 1 trial was an open label, dose-escalation study
conducted at three sites in the United States. The study included
38 patients with incurable, relapsed or refractory solid tumors,
who received subcutaneous injections. In total, the trial enrolled
patients with 15 different types of cancer. Preliminary results of
this study indicated that:

-- the VEGF Trap was well-tolerated at the dose levels studied,
   suggesting that the maximum tolerated dose has not been
   reached,

-- the majority of adverse events were mild to moderate and
   similar to effects seen in clinical trials of anti-angiogenesis
   agents and consistent with previous findings with an anti-VEGF
   antibody. VEGF Trap may be associated with dose-dependent
   hypertension; however, other than hypertension, no dose-related
   pattern of adverse events has emerged,

-- the VEGF Trap achieved a long elimination half-life of    
   approximately 25 days and there were no antibodies detected in
   any of the treated patients, and

-- circulating levels of the VEGF Trap at the highest dose
   (1.6 mg/kg per week) were consistent with levels observed to be    
   effective in animal models.

Detailed results of the trial are expected to be published in a
peer-reviewed journal once all patients complete the extended
treatment phase available to patients who maintained stable
disease after the initial 10-week treatment period and the full
results of the extension phase have been analyzed.

The Role of VEGF in the Tumor Growth Vascular Endothelial Growth
Factor (VEGF) is a naturally occurring protein in the body whose
normal role is to trigger formation of new blood vessels
(angiogenesis) to support the growth of the body's tissues and
organs, but it has also been associated with the abnormal growth
of new blood vessels surrounding tumors to support their
expansion. Blocking tumor-associated angiogenesis has been shown
to prevent tumor growth in a variety of preclinical models, with
the most widely recognized and highly validated results achieved
based on approaches that block VEGF. The VEGF Trap has been shown
in preclinical studies to block the action of VEGF, thereby
blocking the abnormal growth of blood vessels. Based on the
understanding of how receptors work for an entire class of growth
factors and cytokines in the human body (e.g., Davis et al.,
Science 260:1805 (1993); Stahl et al., Science 263:92 (1994)),
Regeneron developed the VEGF Trap, a blocker of the growth factor
VEGF.

                     About Regeneron

Regeneron is a biopharmaceutical company that discovers, develops,
and intends to commercialize therapeutic medicines for the
treatment of serious medical conditions. Regeneron has therapeutic
candidates in clinical trials for the potential treatment of
cancer and eye diseases, rheumatoid arthritis and other
inflammatory conditions, asthma, and obesity and has preclinical
programs in other diseases and disorders. Regeneron corporate
headquarters are in Tarrytown, NY. For more information, please
visit http://www.regn.com/

                        *   *   *

In its Form 10-Q for the quarterly period ending March 31, 2004
filed with the Securities and Exchange Commission, Regeneron
Pharmaceuticals reports:

"From inception on January 8, 1988 through March 31, 2004, we had
a cumulative loss of $467 million. If we continue to incur
operating losses and fail to become a profitable company, we may
be unable to continue our operations. We have no products that are
available for sale and do not know when we will have products
available for sale, if ever. In the absence of revenue from the
sale of products or other sources, the amount, timing, nature, or
source of which cannot be predicted, our losses will continue as
we conduct our research and development activities.

"We will need to expend substantial resources for research and
development, including costs associated with clinical testing of
our product candidates. We believe our existing capital resources
will enable us to meet operating needs through at least the end of
2005. However, our projected revenue may decrease or our expenses
may increase and that would lead to our capital being consumed
significantly before such time. We will likely require additional
financing in the future and we may not be able to raise such
additional funds. If we are able to obtain additional financing
through the sale of equity or convertible debt securities, such
sales may be dilutive to our shareholders. Debt financing
arrangements may require us to pledge certain assets or enter into
covenants that would restrict certain business activities or our
ability to incur further indebtedness and may contain other terms
that are not favorable to our shareholders. If we are unable to
raise sufficient funds to complete the development of our product
candidates, we may face delay, reduction, or elimination of our
research and development programs or preclinical or clinical
trials, in which case our business, financial condition, or
results of operations may be materially harmed.

"We have a significant amount of convertible debt and semi-annual
interest payment obligations. This debt, unless converted to
shares of our Common Stock, will mature in October 2008. We may be
unable to generate sufficient cash flow or otherwise obtain funds
necessary to make required payments on our debt. Even if we are
able to meet our debt service obligations, the amount of debt we
already have could hurt our ability to obtain any necessary
financing in the future for working capital, capital expenditures,
debt service requirements, or other purposes. In addition, our
debt obligations could require us to use a substantial portion of
cash to pay principal and interest on our debt, instead of
applying those funds to other purposes, such as research and
development, working capital, and capital expenditures."


ROCKY MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rocky Mountain Signing Company
        10335 South Progress Way
        Parker, Colorado 80134

Bankruptcy Case No.: 04-21710

Chapter 11 Petition Date: May 28, 2004

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Harvey Sender, Esq.
                  Sender & Wasserman, P.C.
                  1999 Broadway, Suite 2305
                  Denver, CO 80202
                  Tel: 303-296-1999

Total Assets: $1,681,903

Total Debts:  $2,845,973

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
J & S Contractors             Subcontract               $708,109
4040 Grape St.
Denver, CO 80216

Pam Mahonchak                 Personal loans             $92,500

LMS Drilling, Inc.            Subcontract                $44,561

Lyle Signs, Inc.              Trade Debt                 $26,943

E & C Precast Concrete, Inc.  Trade Debt                 $26,727

Pinnacol Assurance            Trade Debt                 $26,529

Hurtt Fabricating Corp.       Trade Debt                 $22,250

Interwest Safety Supply Inc.  Trade Debt                 $21,064

American Business Advisors    Trade Debt                 $14,350

Denver Metro Security, Inc.   Trade Debt                 $11,782

JM Cable Corp., Inc.          Subcontract                $10,415

Choice Visa                   Trade Debt                  $9,535

Ridge Rentals                 Trade Debt                  $7,867

Fleet Fueling                 Trade Debt                  $6,950

Mountain States Crane         Trade Debt                  $6,776

Capital One, FSB              Trade Debt                  $4,795

Manifest Funding Services     Trade Debt                  $4,478

U.S. Bank                     Trade Debt                  $4,242

Penley Concrete Forming Inc.  Trade Debt                  $3,875

Holland Signs, Inc.           Trade Debt                  $3,866


SAFETY-KLEEN: Union Pacific Asserts $391,601 Transport Claim
------------------------------------------------------------
Union Pacific Corporation asks the Court to compel the Reorganized
Safety-Kleen Corp. Debtors to pay its $391,601.21 administrative
expense claim.

William P. Bowden, Esq., at Ashby & Geddes PA in Wilmington,
Delaware, argues that the services provided by Union Pacific to
the Safety-Kleen Debtors were either via contract or published
tariffs.  In either event, the Debtors were required to make
timely payments, but have not done so.  As the Debtors continue to
use Union Pacific's services, the total unpaid charges will
increase.

                          Objections

(1)  Safety-Kleen Debtors

The Safety-Kleen Debtors tells the Court that Union Pacific
performed services for both their Branch Sales and Service and
Chemical Services divisions.  Following a review of the Union
Pacific Claim, the Debtors believe that $89,334.46 of the Union
Pacific Claim relates to services rendered to the BSSD and that
$302,286.75 of the Union Pacific Claim relates to services
rendered to the CSD.  The Debtors dispute the BSSD Claim portion
of the Union Pacific Claim.

          Safety-Kleen Paid a Portion of BSSD Claim

As part of the Debtors' efforts to reconcile the BSSD Claim to
their books and records, the Debtors determined that they paid
Union Pacific $4,912.84 on account of invoices issued for its
services.  The Debtors agree that they still owe Union Pacific
some amount on account of outstanding invoices.  After subtracting
the Paid Amount from the BSSD Claim, the Debtors assert that Union
Pacific's remaining claim against the BSSD is $84,401.62.

            Union Pacific Has Not Reflected Adjustments To
                 Invoices For Transportation Services

A number of Union Pacific invoices reflect improper rates for
transportation services.  With respect to each of these Invoices,
Union Pacific failed to adjust their records to reflect an agreed-
upon rate for the transportation of goods and, therefore, issued
the Invoices with improper amounts.  Accordingly, Union Pacific
overcharged $43,525.62 for transportation services.

With respect to the transportation services identified in the
Invoices, the Debtors needed to transport goods between cities not
previously covered by an existing contract with Union Pacific.  
Safety-Kleen typically transported all goods under contracts which
provided for discounts from the standard tariff costs.  
Accordingly, to obtain discount pricing to the transportation
services, the Debtors contacted Union Pacific before transporting
the goods to negotiate a discounted rate for their services.  
Although the negotiated contract pricing was not to go into effect
until sometime in the future, Union Pacific agreed to provide the
Debtors the discounted rate for their immediate transportation
needs.  Occasionally, however, when an invoice was generated by
Union Pacific, it would not reflect the newly agreed-upon rate.  
The Debtors paid the rate they negotiated with Union Pacific and
made a notation of the correct rate on the invoice.

Accordingly, the Debtors object to another $43,525.62 portion of
the BSSD Claim because of the billing errors.

The Debtors leave Union Pacific with its burden to establish that
it is entitled to an administrative claim with respect to the
disputed Invoices.

(2) Clean Harbors

Clean Harbors Environmental Services, Inc., has been able to
verify the accuracy of only $74,643.25 of the Union Pacific's
invoices and disputes the rest on several grounds.

According to Michael R. Lastowski, Esq., at Duane Morris LLP in
Wilmington, Delaware, Clean Harbors has standing to oppose Union
Pacific's request based on a demand for indemnification by the
Debtors as to the portion of the Union Pacific Claim that relates
to the Debtors' former Chemical Services Division.  This demand is
based on an Acquisition Agreement for the Chemical Services
Division between the Debtors and Clean Harbors in February 2002,
and the Court's order approving the sale.

During the period for which Union Pacific asserts its claim, and
as a regulated hazardous waste facility, Aragonite and other
facilities are required by law to maintain, in the ordinary course
of business, a log book of all shipments to and from the facility
so as to satisfy regulators that no shipment of hazardous waste
remains at the facility for more than 10 days.  Based on a review
of its own log books, Clean Harbors determined that a substantial
number of the invoices presented to it by Union Pacific, totaling
$224,887, are inaccurate in that Union Pacific is seeking freight
or demurrage charges related to freight cars that were not at the
site on the days alleged.

In addition, Clean Harbors has insufficient information to accept
$30,693 in charges where it has found no corresponding record in
its files relating to the use of any rail cars of Union Pacific as
described in the Union Pacific invoices.

Without production of signed manifests or delivery receipts by
Union Pacific, Clean Harbors is unable to verify the accuracy of
the Union Pacific invoices, and does not believe that the claims
for these invoices should be allowed without further proof by
Union Pacific of the legitimacy of the alleged charges. (Safety-
Kleen Bankruptcy News, Issue No. 78; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


SOLUTIA INC: Agrees To Resolve Martin Product's Reclamation Claim
-----------------------------------------------------------------
On December 22, 2003, Martin Product Sales, LLP, served on
Solutia, Inc., a reclamation demand asserting its right of
reclamation pursuant to Section 2-702 of the Uniform Commercial
Code and Section 546(c) of the Bankruptcy Code, with respect to
Grade No. 6 Fuel Oil delivered to Solutia.  According to the
Reclamation Demand, the Fuel Oil was valued at $385,698 and was
delivered to Solutia on December 13, 2003 and December 16, 2003,
as evidenced by Invoice Nos. MH0216 and MH0219.

On February 11, 2004, Martin sought to reclaim the Fuel Oil or,
in the alternative, for an administrative priority claim pursuant
to Sections 503 and 546(c) of the Bankruptcy Code in an amount
equal to the value of the Fuel Oil.

Solutia disputes the validity of the Reclamation Demand and
opposes Martin's request on various grounds, including that the
Fuel Oil was consumed before Martin's request was filed.  Thus,
Martin's reclamation rights, if any, were terminated pursuant to
the Court-approved DIP financing.

Solutia and Martin want to consensually resolve the dispute.  
With Judge Beatty's consent, the parties agree that:

   (a) In full and complete satisfaction of the Reclamation
       Demand, Martin will receive an administrative priority
       claim for $110,000, which will be paid without further
       delay;

   (b) Martin will retain an allowed unsecured prepetition claim
       for the balance of the of the value of the Fuel Oil
       asserted in the Reclamation Demand, which is $275,698; and

   (c) Martin waives any further rights or claims relating to the
       Reclamation Demand or Martin's administrative claim
       request.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SYSTEMS EVOLUTION: SMB Expands Reach and Capabilities
-----------------------------------------------------
Systems Evolution Inc. (OTCBB:SEVI), an information technology
services company, reports that business within its newly acquired
SMB Solutions Division is exceeding expectations. In fact,
"business has been better than imaged," commented Systems
Evolution's CEO, Robert C. Rhodes.

"Historically, technology support services for small-to-midsized
businesses decrease right after the massive tax and reporting
seasons," said SMB Director Willie Jackson. "Not only are we
developing new client relationships at a pace better than
anticipated, we are also being sought by strategic partners to
extend their offerings to our packaged outsourced solutions, which
is good for everyone involved."

"We are growing because, we deliver solutions that are technically
functional, operationally reliable, and financially feasible,"
stated Rick Vabulas, SMB Account Manager.

According to COO Richard Hartmann, "We continue to acquire new
business through our commitment to our strategic partnerships. We
are performing higher level business and technology consulting
services to SMB clients from Houston to San Antonio to New
Orleans. Our SMB clients are experiencing Fortune 500 support at
SMB prices. That is a superb value."

                About Systems Evolution Inc.

Founded in 1993, Systems Evolution Inc. (OTCBB:SEVI) -- whose
February 29,2004 balance sheet shows a stockholders' deficit of
$37,516 -- is an information technology services company focused
on delivering outstanding value in the IT outsourcing and
consultancy industry. The Company has been successful over the
last decade adapting and implementing new technologies as they
emerge, with a commitment to long-term customer and partner
relationships. SEI focuses on providing value to its clients by
helping them maintain, integrate, and extend their legacy systems,
and plan for the future with strategic application development.
See http://www.systemsevolution.com/for more information.


TARGET TWO: Files Plan and Disclosure Statement in New York
-----------------------------------------------------------
Target Two Associates, LP filed its Liquidating Chapter 11 Plan
together with a Disclosure Statement explaining the details
underpinning that plan with the U.S. Bankruptcy Court for the
Southern District of New York.  Full-text copies of the documents
are available for a fee at:

  http://www.researcharchives.com/bin/download?id=040602221629

                            and

  http://www.researcharchives.com/bin/download?id=040602221845

The plan groups claim and interest holders into five classes:

   Class                Treatment
   -----                ---------
   1 - Priority Tax     Unimpaired. Will be paid in full, in
       and Non-Tax      Cash on the later of the Distribution
       Claims           Date or within 30 days of which such
                        Claim is allowed.

   2 - OCM's Secured    Unimpaired. Holders will be allowed in
       Claim            full and shall receive distribution on
                        the date of the Closing as,
                        $9,976,932.06 in cash which
                        distributions shall be its full    
                        satisfaction of the OCM Claim;

   3 - SBA's Secured    Unimpaired. Will be allowed in full and
       Claim            will receive distribution on the date of
                        the Closing $546,000 in cash in full
                        satisfaction of the Claim.
   
   4 - Unsecured        Unimpaired. Will receive a pro rata
       Claims           distribution of the remainder after the
                        other classes of claims and
                        administrative expenses are paid.
      
   5 - Equity Interest  Impaired. Will neither receive any
       and claims       distributions nor retain any property
                        under the Plan and will be canceled as
                        of the Effective Date.

Headquartered in New York, NY, Target Two Associates L.P., filed
for chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y.
Case No. 04-11180).  Nicholas Fitzgerald, Esq., at Fitzgerald and
Associates represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $18,000,000 in total assets and $13,648,300 in total debts.


TAYLOR MADISON: Amex Determines to Delist Common Stock
------------------------------------------------------
Taylor Madison Corp. (Amex: TMZ) announced that the Listing
Qualifications Panel of the American Stock Exchange, following a
hearing, had affirmed the staff's determination to delist its
common stock.

In affirming the staff's analysis, the panel determined that the
Company was not in compliance with certain continued listing
requirements, including that (i) the Company had reported
net losses for the past three fiscal years; (ii) the Company had
sustained losses which are so substantial in relation to its
overall operations that it appears questionable whether the
Company will be able to continue operations and/or meet
obligations as they mature; and (iii) the Company's common stock
has been selling for a substantial period of time at a low price
per share.

The Company has determined that it will request that the full
Committee on Securities review the decision of the Listing
Qualifications Panel to delist the common stock of the Company
from registration on the AMEX.

A request for review, however, by the Committee on Securities will
not operate as a stay of the Panel's decision.  Accordingly, the
Exchange will suspend trading on the Company's common stock
effective June 7, 2004. It is anticipated at that time that the
common stock will be listed for trading on the OTC Pink Sheets
with a new symbol.

                  About Taylor Madison

Taylor Madison, Corp. with its French subsidiary, Fragex SA., are
engaged in the creation, design, manufacture (through sub-
contractors), distribution and sale of prestige fragrances,
cosmetics, cosmeceuticals and beauty-related products, marketed
primarily through specialty distributors worldwide. The Company
currently licenses Major League Baseball Properties' MLB(R) brand
for men & women personal care products.

At March 31, 2004, Taylor Madison's balance sheet shows a
stockholders' deficit of $268,705 compared to a deficit of
$299,859 at June 30, 2003.


TECH DATA: Plans to Present at Investor Conferences Next Week
-------------------------------------------------------------
Tech Data Corporation (Nasdaq: TECD) announced its plans to
participate in the following upcoming investor conferences:

    -- Bear Stearns 15th Annual Technology Conference
       Grand Hyatt New York, New York, NY
       Monday, June 14, 2004, 2:45 p.m. EDT
       Speakers:  Jeffery P. Howells
                  Executive Vice President and CFO

                  Charles V. Dannewitz
                  Senior Vice President of Tax and Treasurer

    -- Thomas Weisel Partners Growth Forum 6.0
       Montage Resort, Laguna Beach, CA
       Thursday, June 17, 2004, 11:05 a.m. PDT/2:05 p.m. EDT
       Speaker: Jeffery P. Howells
                Executive Vice President and CFO

In conjunction with these appearances, Tech Data will provide
webcast access to the presentation for all investors at
http://www.techdata.com/  

For those unable to listen to the live event, an audio archive
will be available for two weeks following the live presentation.

Tech Data Corporation (Nasdaq: TECD) (Fitch, BB+ Senior Unsecured
Debt & BB Conv. Subordinated Debt Ratings, Stable), founded in
1974, is a leading global provider of IT products, logistics
management and other value-added services. Ranked 117th on the
Fortune 500, the company and its subsidiaries serve more than
100,000 technology resellers in the United States, Canada, the
Caribbean, Latin America, Europe and the Middle East. Tech Data's
extensive service offering includes technical support, financing
options and configuration services as well as a full range of
electronic commerce solutions. The company generated sales of
$17.4 billion for its most recent fiscal year, which ended January
31, 2004.


TITAN CORPORATION: Receives "Wells Notice" from SEC
---------------------------------------------------
The Titan Corporation (NYSE: TTN) announced that it has received a
"Wells Notice" from the staff of the U.S. Securities and Exchange
Commission in connection with the previously announced SEC
investigation regarding certain payments to foreign countries.

The "Wells Notice" notifies Titan that the SEC staff intends to
recommend that the SEC bring a civil action against Titan for
alleged violations of U.S. securities laws. Under the SEC's
procedures, Titan can avail itself of the opportunity to make a
"Wells Submission" and respond to the SEC staff before it makes a
formal recommendation to the SEC regarding whether any action
should be brought against Titan. Titan intends to respond promptly
to the SEC staff.

Titan continues to cooperate fully with the SEC in its
investigation into these matters, and the separate criminal
inquiry of the U.S. Department of Justice.

                       About Titan

Headquartered in San Diego, The Titan Corporation is a leading
provider of comprehensive information and communications systems
solutions and services to the Department of Defense, intelligence
agencies, and other federal government customers. As a provider of
national security solutions, the company has approximately 12,000
employees and annualized sales of approximately $2 billion.

                       *   *   *

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services revised its
CreditWatch listing of Sept. 16, 2003, on Titan Corp. to
developing from positive,  following a Justice Department probe
into whether overseas consultants for Titan Corp. made illegal
payments to foreign officials, which may jeopardize the completion
of its acquisition by Lockheed Martin Corp. (BBB/Stable/A-2).

Standard & Poor's also placed its 'BB-' corporate credit and
senior secured debt ratings, and 'B' subordinated rating of Titan
on CreditWatch with positive implications following the announced
acquisition of Titan by Lockheed Martin. The transaction is valued
at $2.4 billion, including the assumption of approximately $580
million of Titan's debt outstanding.

Standard & Poor's will continue to monitor the situation.


TITAN CORP: Further Extends 8% Senior Debt Offer to June 18, 2004
-----------------------------------------------------------------
The Titan Corporation (NYSE: TTN) announced that it has further
extended its exchange offer and consent solicitation relating to
its outstanding 8% Senior Subordinated Notes due 2011.  The
exchange offer and consent solicitation will now expire at 5:00
p.m., New York City time, on June 18, 2004, unless further
extended.

As previously announced, Titan intends to further extend the
expiration date as necessary so that the exchange offer expires on
the day before the closing of Titan's pending merger with Lockheed
Martin Corporation (NYSE: LMT).  The parties continue working to
complete the merger as promptly as possible after all conditions
are satisfied.  These conditions include the adoption of the
merger agreement and approval of the merger by Titan's
stockholders at the June 7, 2004 special meeting, and either that
Titan must have obtained a written statement from the Criminal
Division of the U.S. Department of Justice that it considers its
investigation of alleged violations of the Foreign Corrupt
Practices Act resolved as to Titan and its subsidiaries and does
not intend to pursue any claims as to Titan and its subsidiaries
in respect of such alleged violations, or that Titan must have
entered into a plea agreement with the Department of Justice and
completed the sentencing process including entry of the requisite
judgment.  Any plea agreement is subject to Lockheed Martin's
prior consent, which may not be unreasonably withheld or delayed.

Either party may terminate the merger agreement if the conditions
are not satisfied or waived and the merger is not completed by
June 25, 2004, provided that if Titan enters into a plea agreement
with the United States Department of Justice Criminal Division on
or before June 25, 2004, then the parties may terminate the merger
agreement if the merger is not completed by the earlier of three
business days after a judgment signed by a United States district
court judge has been entered or September 24, 2004.


As some of these conditions are not within the parties' control,
it is impossible at this time to predict when, or if, they will be
satisfied and the merger completed.  Given these uncertainties,
Titan has decided to extend the expiration date for the exchange
offer and consent solicitation on a weekly or bi-weekly basis
until further information regarding the completion of the merger
becomes available.  Accordingly, if on June 18, 2004 the parties
are not certain that the conditions to the completion of the
merger will be satisfied on June 21, 2004, Titan will issue
another press release to further extend the exchange offer and
consent solicitation.

As of the close of business on June 3, 2004, approximately 71.4%
of the $200,000,000 aggregate principal amount of notes issued and
outstanding had been tendered for exchange with Deutsche Bank
Trust Company Americas, the exchange agent for the exchange offer
and consent solicitation, and not withdrawn.

                        About Titan

Headquartered in San Diego, The Titan Corporation is a leading
provider of comprehensive information and communications systems
solutions and services to the Department of Defense, intelligence
agencies, and other federal government customers.  As a provider
of national security solutions, the company has approximately
12,000 employees and annualized sales of approximately $2 billion.

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services revised its
CreditWatch listing of Sept. 16, 2003, on Titan Corp. to
developing from positive,  following a Justice Department probe
into whether overseas consultants for Titan Corp. made illegal
payments to foreign officials, which may jeopardize the completion
of its acquisition by Lockheed Martin Corp. (BBB/Stable/A-2).

Standard & Poor's also placed its 'BB-' corporate credit and
senior secured debt ratings, and 'B' subordinated rating of Titan
on CreditWatch with positive implications following the announced
acquisition of Titan by Lockheed Martin. The transaction is valued
at $2.4 billion, including the assumption of approximately $580
million of Titan's debt outstanding.

Standard & Poor's will continue to monitor the situation.


US AIRWAYS: Asks Court To Exclude Limbach Evidence At Trial
-----------------------------------------------------------
Reorganized US Airways Group Inc. asks the U.S. Bankruptcy Court
to preclude Limbach Company, LLC, and Limbach Company LLC/Parker
Associates from presenting any new or supplemental documentary or
testimonial evidence in their case, other than the trial exhibits
already filed with the Court.  The Reorganized Debtors also want
the Court to dismiss all electrical and mechanical change order
claims.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, asserts that Limbach has had every opportunity to file with
the Court and serve on the Reorganized Debtors, all the evidence
that it intended to present or has admitted into evidence.  
Limbach should not be permitted to supplement the evidence at the
eleventh hour.

Since the deadline for the submission of documentary evidence at
trial, which was over 5 months ago, Limbach has not requested any
further opportunity to supplement its trial exhibits.  Not even
after the Court required Limbach to re-file its trial exhibits,
because they were in the improper format, did Limbach request to
supplement the exhibits.

In preparing for trial, the Reorganized Debtors have relied on
Limbach's proposed trial exhibits as the totality of evidence.  
It would be unfair and prejudicial, Mr. Butler says, to permit
Limbach to make eleventh-hour filings.

Similarly, Limbach should be precluded from presenting oral
testimony at trial from individuals not disclosed in its Rule 26
Disclosures or its answers to interrogatories.  As part of its
mandatory Rule 26 disclosures, Limbach was required to disclose
all individuals with relevant personal knowledge of the
litigation issues.  Limbach identified many individuals in the
Rule 26 disclosures and expanded that list, in response to the
Reorganized Debtors' interrogatories.  While Limbach filed and
served its Rule 26 disclosures on July 18, 2003, in accordance
with the Scheduling Order, it did not amend or supplement the
disclosures.

For the first time, Limbach's witness list identifies Robert
Seckinger and Martin Keyser, Esq., as persons who may be called
to testify at trial.  These witnesses were not identified before,
denying the Reorganized Debtors an opportunity to take discovery
to determine the substance and relevancy of their personal
knowledge.  Accordingly, Limbach should be precluded from
introducing any testimony from Messrs. Seckinger and Keyser.

Limbach's "Proceed Work Without Completed Change Orders" Claims
must be dismissed for failure to provide timely notice.  
Limbach's Contract Claim alleges that it is entitled to
$1,269,890 for the Proceed Work Without Completed Change Orders.  
Mr. Butler says that the trial exhibits supporting Limbach's
entitlement to the claims are devoid of documents evidencing that
Limbach provided the Reorganized Debtors with a timely notice of
its claims, as required by the Contracts.  This oversight
necessitates that the claims be dismissed.  

By not providing the Reorganized Debtors with timely notice of
the proposed costs and clarifications, especially prior to
commencement of the work, the Debtors were deprived of the
opportunity to:

   -- negotiate a fair adjustment for the job; and

   -- modify the work to avoid increased costs or to minimize
      other costs, prior to the expense being incurred.

                         Limbach Responds

Francis P. Dicello, Esq., at Reed & Smith, in Washington, D.C.,
tells the Court that Limbach is familiar with Rule 26(a)(3) of
the Federal Rules of Civil Procedure, whereby all documentary
evidence must be identified.

The Reorganized Debtors point out that it would be unfair for
Limbach to supplement its trial exhibits.  Mr. Dicello clarifies
that Limbach has no intention of presenting "new" or
"supplemental" exhibits.  According to Mr. Dicello, the Debtors
are operating under a novel and incorrect application of Rule
26(a)(3), whereby they need only identify the exhibits in support
of claims -- that is, the alleged back charges -- rather than the
documents that support its claim and defenses.

On May 21, 2004, the Reorganized Debtors served 29 new exhibits
on Limbach's counsel, shortly after pointing out to the Court how
unfair it would be to allow Limbach to file new or supplemental
exhibits at the "eleventh hour."  Limbach only wants the same set
of rules applied to both parties, Mr. Dicello says.

Mr. Dicello argues that he may call from the original witness
list that was filed with the Court on November 20, 2003.  The
Reorganized Debtors assert that Limbach may not call any witness
not listed in the Rule 26 Disclosures or identified in Answers to
Interrogatories.  Mr. Dicello finds this position "interesting,"
since it was postulated on the same day the Debtors filed their
"eleventh hour" Supplemental Witness List to include Alan Richard
without seeking Limbach's consent.  Notwithstanding, Limbach has
no plans to call Martin Keyser, Robert Seckinger, or any "expert"
witness as contemplated by Rule 26.1.  Thus, the Debtors' request
to preclude Messrs. Keyser and Seckinger is rendered moot.

Mr. Dicello says that the Reorganized Debtors' request for the
Court to dismiss an entire category of damages without the
presentation of evidence is a blatant misuse of a motion in
limine.  Damages comprised of amounts earned for work performed
at the instruction and direction of the Debtors is a distinct
category.  Limbach has labeled this category "Proceed Work
Without Completed Change Orders."  The Debtors would like the
Court to accept their contractual defense at face value without
making a defense at trial.  If the Debtors felt that this issue
was free from factual dispute, they could have filed a request
for summary judgment.  Since the deadline for filing a summary
judgment request was October 31, 2003, the Debtors filed that
request now, masquerading it as a motion in limine.  This is
improper and the Court should deny the Reorganized Debtors'
request. (US Airways Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Will Add New Erie Regional Jet Service in August
------------------------------------------------------------
US Airways Express announced that it will begin nonstop regional
jet service between Erie, Pa., and both Charlotte, N.C., and
Philadelphia, beginning Aug. 8, 2004.

The new daily flights to both cities will be operated by US
Airways Express carrier PSA Airlines using 50-seat Canadair
Regional Jets (CRJs). Erie-Charlotte flights will operate once
daily, with Erie-Philadelphia roundtrip flights operating four
times each day.

"This service expansion from Erie into our two largest hubs
represents a 40 percent increase in capacity for the Erie
community, as well as more daily flights and regional jets," said
Andrew P. Nocella, US Airways vice president of network and
revenue management.  "We have long served the Erie community and
are pleased to be able to continue to operate at Erie
International in a much greater way."

"Senator Santorum, Congressman English and I have been pressing
for two and a half years to bring more regional jet service to
Erie, since I held a hearing in Erie in January 2002, so I am
delighted to see these additions.  It will be especially helpful
to have four daily round trips between Philadelphia and Erie,"
said U.S. Senator Arlen Specter.

"US Airways' decision to resume service from Erie to Philadelphia
is a much needed boost for our region's economic development,"
said English. "I'm pleased that US Airways has recognized Erie's
significance as a center for travel and commerce."

US Airways Express currently operates eight daily flights between
Erie and Pittsburgh, using two CRJs and six 30-seat Saab 340
turboprop aircraft. Beginning Aug. 8, US Airways Express will
operate four daily Erie-Pittsburgh flights, using one CRJ and
three Saab 340 aircraft.  US Airways has been serving Erie since
the 1950s.

                     About the Company

US Airways is the nation's seventh-largest airline, serving nearly
200 communities in the U.S., Canada, Europe, the Caribbean and
Latin America. US Airways, US Airways Shuttle and the US Airways
Express partner carriers operate over 3,300 flights per day. For
more information on US Airways flight schedules and fares, contact
US Airways online at usairways.com, or call US Airways
Reservations at 1-800-428-4322.

                       *   *   *

As reported in the Troubled Company Reporter's May 7, 2004
edition, Standard & Poor's Ratings Services said it lowered its
ratings on US Airways Group Inc. and its US Airways Inc.
subsidiary, including lowering the corporate credit ratings to
CCC+ from B-, and removed all ratings from CreditWatch, where they
were placed on Dec. 10, 2003. The rating outlook is negative.

"The downgrade was based on the difficult challenge faced by US
Airways as it seeks to rapidly lower its operating expenses in
response to mounting pressure from low-cost competitors," said
Standard & Poor's credit analyst Philip Baggaley. The company is
seeking further major cost-saving concessions from its labor
groups, who already took pay cuts in 2002 and 2003, and failure to
conclude those negotiations successfully over the next several
quarters could force US Airways to undertake significant asset
sales and/or file for bankruptcy a second time. During this
process there is also some risk that US Airways will, as part of
its overall restructuring, seek to renegotiate public debt
obligations.  Near-term liquidity is adequate, with $978 million
of unrestricted cash at March 31, 2004.

Ratings on US Airways Inc.'s various enhanced equipment trust
certificates, excepting those that are insured, were lowered, as
well. Downgrades were in most cases more extensive than the one-
notch downgrade of US Airways' corporate credit rating, reflecting
decreased confidence that the airline would be able to reorganize
successfully if it were to enter a second bankruptcy proceeding.
These obligations are, however, backed by modern technology Airbus
aircraft that are considered good collateral.


U.S. WIRELESS: US Trustee Unable to Appoint Unsecured Committee
---------------------------------------------------------------
Dreirdre A. Martini, the United States Trustee for Region 2
reports to the U.S. Bankruptcy Court for the Southern District of
New York that she is unable to appoint an Official Unsecured
Creditors Committee of U.S. Wireless Data, Inc.'s chapter 11 case.

Ms. Martini tells the Court she contacted the Debtor's 20-largest
unsecured creditors, but they weren't interested.  

Headquartered in New York, New York, U.S. Wireless Data, Inc.
-- http://www.uswirelessdata.com/-- is a Delaware corporation  
that provides proprietary enabling solutions and wireless
transaction delivery and gateway services to the payments
processing industry.  The company filed for chapter 11 protection
on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12075).  Alan David
Halperin, Esq., at Halperin & Associates represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $2,719,000 in total assets and
$5,709,000 in total debts.


VALOR TELECOM: S&P Removes B+ Corporate Credit Rating from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Valor Telecommunications LLC and removed it from
CreditWatch, where it was placed with negative implications May
18, 2004. The outlook is negative.

The previous CreditWatch placement followed the S-1 filing by
Valor Communications Group Inc. for $875 million of income deposit
securities, due to concerns about the impact of the related high
dividend payout rate on the company's cash flow. "The rating
affirmation reflects the determination that the incremental
weakening in the company's free cash flow available for debt
repayment is not significant enough to warrant a downgrade," said
Standard & Poor's credit analyst Rosemarie Kalinowski. "However,
the negative outlook incorporates the potential pressure to
maintain the high dividend payout rate and its impact on the
company's financial flexibility to withstand unforeseen regulatory
or competitive challenges."

Simultaneously, Standard & Poor's assigned its 'B+' bank loan
rating and its recovery rating of '2' to Valor Telecommunications
LLC's $890 million secured credit facility.

In addition, Standard & Poor's assigned its 'CCC+' rating to newly
formed public entity Valor Communications Group Inc.'s senior
subordinated notes due 2019, to be issued under its proposed $875
million of IDSs. This IDS filing also includes Class A common
equity. A 'B+' corporate credit rating was also assigned to Valor
Communications Group. The outlook is negative. Although the
specific mix of debt and equity to be issued under the IDS has yet
to be determined, the final amount of senior subordinated notes is
not expected to affect Valor Communications Group's corporate
credit rating or the rating on the senior subordinated notes. The
rating on the notes is three notches below the corporate credit
rating. This reflects the substantial amount of priority
obligations, mainly bank debt, relative to the estimated value of
the assets and the deferral of interest at the discretion of the
board.

The rating on subsidiary Valor Telecommunications Enterprises
LLC's bank loan will be withdrawn upon the completion of Valor
Telecommunications LLC's recapitalization, as the company's debt
will be retired.

Proceeds from the public IDS offering and the new bank facility,
along with those from an IDS offering for existing shareholders,
will be used to refinance existing debt as part of Valor
Telecommunications LLC's recapitalization and provide a cash
distribution to existing shareholders. Pro forma for these
transactions, as of March 31, 2004, total debt outstanding is
about $1.4 billion, unchanged from the current level. For
analytical purposes, Standard & Poor's consolidates the operations
of Valor Communications Group and Valor Telecommunications LLC.

Valor Telecom is a rural local exchange company providing local,
long distance, Internet, and data services to more than 550,000
access lines within the states of Oklahoma, Texas, New Mexico and
Arkansas. Approximately 75% of its total access lines are
residential customers.

The ratings on Valor Telecom reflect its relatively high debt
leverage, reduced financial flexibility following the IDS issuance
due to the dividend obligation, and some exposure from the high
percentage of revenue derived from universal service funding. This
is mitigated somewhat by the company's dominant market share in
the rural areas it serves, the relatively stable cash flows of its
telephone operations, and limited competition within its rural
service area.


VLASIC FOODS: Presents Witnesses in $250MM Suit Against Campbell
----------------------------------------------------------------
VFB LLC, the creditor trust formed under Vlasic Foods' chapter 11
plan, presented its first wave of witnesses in its $250 million
lawsuit against Campbell Soup Company before the United States
District Court for the District of Delaware:

A. William R. Lewis

   VFB, LLC, brought William R. Lewis, Vlasic Foods, Inc.'s
   first Chief Financial Officer after the spin-off, as its first
   witness.  

   Mr. Lewis tells the District Court that he was surprised to
   get the VFI job since his latest work experience was not with
   a food company.  Prior to joining VFI, Mr. Lewis was mostly in
   crisis management, banking, and debt refinancing -- working on
   turnaround situations and difficult credits, and helping work
   out companies that were in trouble.

   Formally starting work as CFO on February 9, 1998, Mr. Lewis
   says that by the end of February, his knowledge about the
   businesses to be spun off was very limited.  Mr. Lewis
   believes that the other senior managers were also still trying
   to learn the businesses.  Mr. Lewis was not involved in
   crafting the structure or the terms of the spin-off.  He had
   no input about the debt level and the intercompany contracts.  
   According to Mr. Lewis, this was all done before he started
   working at VFI.

   VFB's counsel, John A. Lee, Esq., at Andrews & Kurth, in
   Houston, Texas, asked Mr. Lewis about his first financial
   review of VFI.  Specifically, Mr. Lee asked Mr. Lewis where
   VFI stood with respect to financial ratios and credit
   agreement.  

   "They were very tight," Mr. Lewis said.  "We were being
   limited by those as to what we were doing going forward.  We
   were limited as to the amount of borrowing that we were going
   to be able to do and it looked -- it was starting to get
   a little dicey."
   
   Before the spin-off was completed, Mr. Lewis expressed
   concerns as to how he was going to explain to the banks that
   VFI was only going to generate $99 million instead of the
   projected $143 million, and that VFI only had $9 million in
   cash when it needed to pay its bank loan by $50 million.

   Mr. Lewis relates that VFI encountered a lot of difficulties
   after the spin-off.  Aside from paying for the hiring and
   training of new people, Mr. Lewis notes that VFI had to pay
   Campbell's people for providing transition services during
   that time.

   Mr. Lewis makes it clear that he doesn't know of any gross
   mismanagement at VFI.  Rather, everyone was trying his best.  
   If there was any mismanagement, what they did is they didn't
   understand what they had gotten themselves into.

B. Raphael Bravo

   VFB called on Raphael Bravo to testify regarding the mushroom
   operations.  Mr. Bravo was an employee at Campbell's Pescadero
   Mushroom Farm in California.

   According to Mr. Bravo, there is always pressure to reduce
   costs at Campbell.  

   Mr. Bravo relates that Campbell's Dublin Farm never achieved
   the budgeted yields for costs of product.  Likewise, the
   Hillsboro Farm did not meet the planned yields it was thought
   to be able to achieve.

   "I believe those farms were not put together correctly and I
   believe the dirty part of the growing process was upstream
   from the cleaner part of the growing process," Mr. Bravo says.

   Mr. Bravo believes that the problems and the poor conditions
   that existed in those farms were known at the time of the
   spin-off.

C. Bruce Pfleuger

   Bruce Pfleuger, formerly in charge of coordinating and
   supervising all of the mushroom deliveries to the Campbell
   Soup plants, explains that mushroom acceptances by the Soup
   Plants changed after the spin-off.

   According to Mr. Pfleuger, "a lot of shrinkage was involved."
   "[W]hatever mushrooms we threw away or lost in shrink,
   [Campbell] charged [Vlasic] for that,"  Mr. Pfleuger says.

C. Jack Reitnauer

   Jack Reitnauer worked as farm manager in the mushroom farms.
   When Campbell went into the fresh retail market, Mr. Reitnauer
   took charge of purchasing, distribution, marketing and
   sales.  

   In the 10 years prior to the closing of the spin-off in 1998,
   Mr. Reitnauer says that Campbell's capital investment in the
   mushroom farms was minimal.  The mushroom farms didn't even
   get the amount of depreciation for capital spending each year.

   Mr. Reitnauer also observes that as capital investment lagged,
   the costs of production increased.

   Mr. Reitnauer recounts the issues that the Campbell mushroom
   farms met before and at the time of the spin-off:
   
      -- The technology used in the Dublin Farm was not working;

      -- The Pescadero Farm was in a pretty bad shape;

      -- Because of a union drive at its Evansville Farm, labor
         situation was not good;

      -- Yields of the Campbell farms were substantially lower to
         the yields of other retail producers;

      -- Due to its lower yields, labor costs at the Campbell
         farms were much higher;
   
      -- Because of the environmental controls that Campbell had
         to deal with, the quality of Campbell's retail mushroom
         product was basically lower than that of competition;
         and

      -- Campbell lost one of its biggest single retail customer.

D. James M. Dorsch

   After testimony on the mushroom business, VFB moved on to talk
   about its pickle business by bringing in Jim Dorsch, Vlasic's
   former general manager to the witness stand.  Mr. Dorsch, who
   joined the Vlasic pickle business in 1977, was mostly assigned
   on marketing, advertising, consumer and trade promotion.

   According to Mr. Dorsch, Vlasic earnings on the books in
   fiscal 1996 and 1997 looked good primarily because of the
   introduction of Vlasic's sandwich stacker product.  The
   Stackers were high volume items and have above average profit
   margins.  However, as fiscal 1997 progressed, Mr. Dorsch
   relates that Vlasic was missing sales every month due
   primarily to competition.

   Mr. Dorsch also tells the District Court about the Big Squeeze
   Program and the fiscal year 1998 operating plan for the Vlasic
   pickle business.  The Big Squeeze Program was a cost cutting
   period that Campbell adopted to generate savings, which
   savings would be incorporated in the 1998 Operating Plan.  The
   1998 Operating Plan, prepared during the pre-spin-off period,
   was approved just after the spin-off closed.  According to Mr.
   Dorsch, because Vlasic pickles was not doing well by the end
   of fiscal 1997, they knew that they were in trouble and have
   to change things to keep earnings intact.

   The Fiscal 1999 Operating Plan, which Mr. Dorsch helped
   prepare, was completed in April 1998.  When asked to assess
   Vlasic's situation when preparing the 1999 Operating Plan, Mr.
   Dorsch describes Vlasic's outlook as "ugly."  According to Mr.
   Dorsch, they were out of options to achieve the target
   earnings of the 1998 Operating Plan, thus it was an impossible
   plan.

   Mr. Dorsch also recounts how he signed a memo prepared by the
   Campbell tax lawyers without really knowing whether the
   memo was true or not.  The memo was filed with the Internal
   Revenue Service as part of the tax submission.  VFI was
   contractually bound in its tax indemnity agreement to follow
   the cost savings plan that was submitted at the risk of
   triggering a billion-dollar indemnity obligation.

E. Gene Trombley

   Gene Trombley worked at Vlasic Pickles for about 25 years.
   When the spin-off was announced, Mr. Trombley was the Director
   of Planning and Logistics.  Mr. Trombley was called to testify
   about Vlasic's increased costs after the spin-off.  

   After the spin-off, the joint warehousing agreements with
   Campbell's products ceased.  As a result, Mr. Trombley
   relates, the cost of inventorying the product that started at
   Campbell's facilities went up about 50%, roughly half a
   million dollars.  Annual transportation cost increased by
   $300,000.

   To reduce costs, Vlasic planned on closing down its Bonnell
   and Bridgeport facilities, and consolidate production at their
   Imlay, Michigan, and Millsboro, Delaware, facilities.  Mr.
   Trombley says that they later realized that the Imlay City and
   Millsboro plants did not have the capacity to absorb the
   additional production from the two plants that would be
   closed.  "We would have to spend a significant amount of
   capital, particularly in Imlay City, to make them ready to
   absorb the production," Mr. Trombley says.

   According to Mr. Trombley, labor problems affected the
   production schedule in Imlay City.  

   Mr. Trombley believes that the Big Squeeze project did nothing
   to improve the quality or consumer acceptance of the
   Vlasic brand.

F. Allan Simpson

   Allan Simpson is Director of Operations at the Vlasic plants.  
   Mr. Simpson also talked about the Big Squeeze.

   Mr. Simpson recalls the discussions that took place in an
   October 1997 meeting regarding the Big Squeeze project and the
   cost savings that had been assumed to result from the project.  
   During the meeting, Mr. Simpson says, the operations people
   were informed of the Big Squeeze targets and the things that
   Vlasic started working on to negate the losses that it had
   been experiencing early on in the fiscal year.  To help hit
   interim earnings through the spin-off, Vlasic sold equipment
   in North Carolina, which contributed $700,000 to fiscal 1998
   earnings.

   Mr. Simpson further identified other ways Vlasic thought of to
   offset the Big Squeeze overruns they were experiencing at that
   time.

   "We did a lot of things, looked at a lot of things, improving
   recruiting, some capital spent for a new pasteurizer, but at
   that point we really didn't see the opportunity for recouping
   all of these losses for fiscal '98,"  Mr. Simpson told the
   Court.

G. Stanley Applegate

   Stanley Applegate worked for Campbell as Assistant Controller,
   Financial Reporting and Consolidation,

   Mr. Applegate tells the District Court that he got involved
   with Boston Consulting Group in connection with Boston's
   preparation of cost savings estimates associated with the
   spin-off.  The calculation of savings was needed for the
   information that would be provided to the IRS.  Campbell
   needed to achieve a certain target level of cost savings to
   qualify for a tax-free spin-off transaction.

   Mr. Applegate also discloses that the target earnings in the
   Frozen and Specialty Foods Division for fiscal 1997 were
   increased from $86 million to $93 million.  However,
   Campbell's system projections for earnings showed that the
   business was on track for just an $80 million EBIT
   performance.  By mid-fiscal 1997, earnings were again
   increased to $100 million.

   Mr. Applegate believes that "most of the divisions were under
   pressure to deliver high-level earnings."

   A week after giving this testimony, Mr. Applegate resigned
   from Campbell Soup.

H. Michael Silverstein

   Michael J. Silverstein is a senior vice president and global
   consumer and retail practice leader at The Boston Consulting
   Group, the firm that advised Campbell on the spin-off plan.
   According to Mr. Silverstein, Boston analyzed the stability of
   the businesses that were going to be spun off.  Mr.
   Silverstein makes it clear that Boston Consulting did not
   opine about appropriate debt levels.  

   Mr. Lee showed Mr. Silverstein various documents relating to
   Boston's analysis on the business to be spun off.  Among
   others, the documents:

      -- noted Vlasic's flat volume sales;

      -- described the Vlasic industry as not particularly
         attractive;

      -- projected Swanson's worsening financial performance in
         1998 to 2001;

      -- contemplated the gourmet food business in Germany would
         lose some volume;

      -- portrayed Swanson as a slowly shrinking business, low
         growth category, COPS reductions offset by marketing
         costs and trends likely to continue; and

      -- suggested that Spinner portfolio consists of lower
         growth, lower margin businesses compared to the
         businesses that Campbell retained.

   Mr. Silverstein says that the documents were draft documents
   showing interim work product.

   Mr. Lee commented that Boston's final report does not go into
   near the level of detail and description as compared to the
   draft documents.  When asked if the assessments in the draft
   documents were ultimately overruled or found to be wrong by
   anyone at Boston, Mr. Silverstein replied:

      "Sitting here, what I can recall is that during the course
      of an engagement there is a continuous refinement of our
      findings, and we do not write our findings with
      anticipation that six years later someone is going to be
      looking from draft to draft and saying why did this page
      change from that page.

      "The contextual answer is I do not recall.

      "It is our ordinary and customary practice to improve our
      work as we are moving through a project, to try to get the
      conclusions and recommendations clear and cleaner for the
      client."

I. Jerry Buckley

   As Campbell's Vice President for Public Affairs in 1997,
   Jeffrey Buckley's duties included communications with the
   media.

   Mr. Buckley could not recall most of the events that Mr.
   Lee asked him to talk about.  

J. William A. Wright, Jr.

   William A. Wright worked at Campbell for about 29 years.  
   From 1996 to December 1997, he was the Director of
   Operations Analysis of Swanson.  During the spin-off, he
   became Vlasic's Controller.

   According to Mr. Wright, he was very excited about the
   prospect of joining VFI in the spin-off.  "I think anyone that
   was at Campbell's at the time saw there was a lot of change
   taking place and I saw the opportunity to get into a smaller
   closely-run company," Mr. Wright says.  However, Mr. Wright
   points out that on signing in for the position, he did not
   know how much debt VFI would have on it.

   With respect to the Big Squeeze cost savings target for fiscal
   1998, Mr. Wright expressed his uncertainty:

      "Since the startup of the actual equipment and the staffing
      of the plant, staffing of the plant was known to be at risk
      in the fourth quarter, June/July period.  The confidence
      was diminished because of the fact that there was many
      issues showing up in the plan starting, to train the people
      and get the people to staff the line, which was critical to
      making the product."

   Mr. Wright also tells the District Court about the Red Dog
   Project.  Red Dog was a consolidation of manufacturing plants
   project, which basically took some of the capacity out of or
   excess capacity out of the Frozen Division.  The savings that
   were included in the Red Dog plan were built into the fiscal
   1997 operating plan, Mr. Wright explains.  

   When asked how the Red Dog Project performed in terms of the
   cost savings that had been budgeted to be achieved, Mr. Wright
   replied, "In early or late third quarter, I believe that they
   were running say six to seven million dollars behind of the
   earnings."

K. Gerald Lord

   Gerald Lord served as the Controller of Campbell at the time
   of the spin-off.  Mr. Lord was recently appointed Vice-
   President - Finance and Strategy for Campbell North America.

   Mr. Lord admits that a spin-off could have been accomplished
   with no debt on the "spin company."  However, he can't recall
   being involved in any discussions about a non-levered spin
   versus a levered spin.

   According to Mr. Lord, it was Basil Anderson's decision that
   set the $500 million debt.  Mr. Anderson, Campbell's former
   Chief Financial Officer, was the architect of the spin-off.

   Mr. Lee showed Mr. Lord a memo from Mr. Anderson dated 11 days
   before the closing of the spin-off, which indicated an
   intention to repurchase Campbell's 500 million shares.  The
   intended amount of the repurchase being the same amount of the
   $500 million cash proceeds that Campbell received in the
   spin-off from VFI.  Mr. Lord maintains that Campbell used the
   cash proceeds to fund Campbell's repurchase of the shares in
   the open market.

   Furthermore, Mr. Lord concurs that VFI's assumed $500
   million of debt as part of the spin-off that wasn't a
   refinancing of he then existing debt the spin-off companies
   had incurred.
   
   Campbell's business units, Mr. Lord recalls, were required to
   meet higher performance or come up with recommendations or
   plans that would help achieve higher earning targets.  Mr.
   Lord says that three techniques could be employed to realize
   higher earning targets:

      -- cost savings initiatives;

      -- new product development; and

      -- plant closures and consolidations.

The trial continues. (Vlasic Foods Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


W.R. GRACE: 3rd Cir. Sends Asbestos Matters To Judge Buckwalter
---------------------------------------------------------------
In his capacity as Chief Judge of the United States Court of
Appeals for the Third Circuit, Anthony J. Scirica designates and
assigns Judge Ronald L. Buckwalter of the U.S. District Court for
the Eastern District of Pennsylvania to sit on the U.S. District
Court for the District of Delaware in the matter of In re: W.R.
Grace, Dist. of Del. Bankruptcy No. 01-1139.  Judge Buckwalter
will handle those duties formerly assigned to Judge Wolin "for
such time as may be required to complete the business" of the
Grace cases.

Judge Buckwalter was born on December 11, 1936 in Lancaster,
Pennsylvania.  He received an A.B. from Franklin & Marshall
College in 1958 and a J.D. from the College of William and Mary
in 1962.  Judge Buckwalter was in private practice in Lancaster
from 1963 to 1977.  He served as the District Attorney of
Lancaster County from 1977 to 1980, when he was elected to the
Court of Common Pleas, Second Judicial District.  Judge
Buckwalter was appointed to the District Court for the Eastern
District of Pennsylvania on March 12, 1990.  He assumed senior
status on December 11, 2003. (W.R. Grace Bankruptcy News, Issue
No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTERN MEDIA: Investigates Trading on Berlin Stock Exchange
------------------------------------------------------------
June 4, 2004 (PRIMEZONE)

Western Media Group Corporation (OTCBB:WMGC) (Berlin:WM6)
announced that it has come to the company's attention that on or
about March 22, 2004, the Company's common stock began trading on
the Berlin Stock Exchange. The Company was unaware of any
application for its securities to be listed on the exchange, and
the application was submitted and accepted without any knowledge
or authorization by the company.

The Company has forwarded a formal request to the Berlin Stock
Exchange requesting information regarding how the Company's common
stock was listed without its consent and the rules and regulations
of the exchange. The company has also requested a temporary
suspension of trading until it can determine whether trading of
its common stock on the Berlin Exchange is in the best interests
of its stockholders.

           About Western Media Group Corporation

Western Media Group is a publicly traded holding company that
seeks out unique business and investment opportunities in a
variety of industries and in various stages. The Company's
principal product is the MedLinkVPN. The MedLinkVPN is a virtual
private network which allows subscribing doctors to securely
communicate with other doctors and to remotely access and retrieve
patient records, lab results, X-Rays, CAT Scans and other
information. Additional information about Western Media is
available at http://www.wmgcorp.com

At March 31, 2004, Western Media Group's balance sheet reflects a
stockholders' deficit of $267,566 compared to a deficit of
$167,778 at December 31, 2003.


WOLVERINE: Consolidates & Expands Wholesale Distribution Center
---------------------------------------------------------------
Wolverine Tube, Inc. (NYSE: WLV) announced that it has
consolidated and expanded wholesale tube distribution capability
with the addition of a 109,000 sq. ft. distribution center near
Decatur, AL.

This consolidation and expansion will enhance wholesale tube
distribution capability in the U.S. and reduce existing freight
costs.  Further, consolidation in this new location frees up space
in the Company's Jackson, Tennessee, welded tube manufacturing
plant. A portion of the Jackson facility was previously used for a
distribution center and Jackson will now be devoted to the
production and distribution of our industrial tube products.
    
Commenting, Dennis Horowitz, Chairman, President & CEO, stated,
"We continue to see expanding demand for our wholesale tube
products and have put ourselves in a position to provide our
customers with an even greater level of support.  Wholesale
pricing in the U.S. continues to be well above last year, and with
our new distribution capability and increased volumes resulting
from Project 21, we will continue to take full advantage of this
opportunity."

Horowitz continued, "Based upon what we are seeing in the market
place, we are comfortable in reaffirming the general business
direction we gave in our first quarter earnings conference call.  
In our conference call, we said that we expected the second
quarter of this year to show a sharp improvement over the second
quarter of last year, as well as an improvement versus the first
quarter of this year."

                About Wolverine Tube, Inc.

Wolverine Tube, Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) is a world-class quality partner, providing its customers
with copper and copper alloy tube, fabricated products, metal
joining products as well as copper and copper alloy rod, bar and
other products.  Internet addresses: http://www.wlv.com/
http://www.silvaloy.com/


WORLDCOM INC: Says Effective Communications Key to Turn-Around
--------------------------------------------------------------
Facing the daunting task of rebuilding a corporation trying to
rebound from one of the most notorious corporate scandals in U.S.
history, MCI President and CEO Michael Capellas knew an essential
component of regaining the trust of corporate customers,
employees, shareholders and the media was a strong communications
program. MCI's well-crafted and expertly executed communications
effort helped bring the company back from the brink and has earned
two of their public relations executives top honors from the
world's largest professional organization for public relations
practitioners.

For their roles in leading the effort to help rebuild MCI's
corporate reputation, Grace Chen Trent and Brad Burns have been
named Public Relations Professionals of the Year by the Public
Relations Society of America (PRSA). Trent, senior vice president
of communications and chief of staff, and Burns, senior vice
president of public relations, were both honored at PRSA's 2004
Silver Anvil Awards Ceremony held last night at the Equitable
Tower in New York City.

Demonstrating his strong commitment to public relations and the
employees of MCI, Mr. Capellas was on hand at the ceremony to make
the surprise presentation to Trent and Burns. "Grace and Brad both
performed exceptionally well during this challenging period," said
Mr. Capellas. "They were on the front lines orchestrating the
kinds of effective communications programs that helped enable MCI
to rehabilitate itself and restore our stakeholders' trust in our
company."

MCI's rebuilding process was anchored by Mr. Capellas' highly
visible "100-Day Plan," which set the tone for the company's
relatively quick emergence from Chapter 11. A major component of
the 100-Day Plan was a complete internal communications plan,
including a newly designed employee Web site - "TeamNet," which
was updated daily with a song, picture and banner of the day. More
importantly, this site opened another line of communication
between employees and the company's senior leadership. Other
internal communications efforts included Capellas' meeting with
employees and management team members at 21 major MCI sites and
facilitating five interactive webcasts for employees worldwide.

"We are pleased to be honoring two exceptional individuals with
PRSA's PR Professional of the Year Award," said Gerard F. Corbett,
APR, PRSA Fellow, chair of the PRSA Honors and Award Committee and
vice president of Hitachi America, Ltd. "MCI's successful
turnaround to a once again viable enterprise speaks well to the
role played by public relations and the vital contributions made
by Grace Trent and Brad Burns. Of course, this could not have been
accomplished without the leadership provided by Michael Capellas,
MCI's president and CEO. The trust he placed in the public
relations function to support his plan to rehabilitate the company
is a model other CEO's should emulate."

The Public Relations Professional of the Year Award, initiated in
2000, represents the highest achievement in the practice of public
relations by an individual(s) in a given year. The recipient(s)
must have shown outstanding leadership and management skills by
establishing a mutually beneficial relationship between an
organization and the public upon whom its success or failure
depends. Past recipients of the award include Victoria Clarke
(2003), Tim Doke (2002), James E. Murphy (2001) and Rick Kaufman,
APR (2000).

"PRSA is committed to advancing the profession and the
professional, and we are honored to recognize two of our
industry's best with the Public Relations Professional of the Year
Award," said PRSA President & CEO Del Galloway, APR. "The
communications effort led by Ms. Trent and Mr. Burns at MCI is a
prime example of the important role public relations plays in
shaping a company's corporate reputation."

                         About PRSA

The Public Relations Society of America (www.prsa.org), based in
New York City, is the world's largest organization for public
relations professionals helping to advance the profession and the
professional. Its nearly 20,000 members, organized into 116
Chapters nationwide, 18 Professional Interest Sections along with
Affinity Groups, represent business and industry, counseling
firms, independent practitioners, military, government,
associations, hospitals, schools, professional services firms and
nonprofit organizations.

                         About MCI

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI-- http://www.worldcom.com-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSAD      (293)         574     (364)
Alliance Imaging        AIQ         (40)         683       44
Akamai Technologies     AKAM       (175)         279      140
Amazon.com              AMZN     (1,036)       2,162      568
Blount International    BLT        (397)         400       83
Blue NLE Inc.           NILE       (27)           62       16   
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)
Choice Hotels           CHH        (118)         267      (42)
Cincinnati Bell         CBB        (640)       2,074      (47)
Compass Minerals        CMP        (144)         687      106  
Cubist Pharmaceuticals  CBST        (18)         223       91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,033)       7,585    1,601
WR Grace & Co           GRA        (222)       2,688      587  
Graftech International  GTI         (97)         967       94
Imax Corporation        IMAX        (52)         250       47
Imclone Systems         IMCL       (271)         382       (3)
Kinetic Concepts        KCI        (246)         665      228
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (31)          72        5
Milacron Inc            MZ          (34)         712       17  
Northwest Airlines      NWAC     (1,775)      14,154     (297)
Nextel Partner          NXTP        (13)       1,889      277
ON Semiconductor        ONNN       (499)       1,161      213
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (18)         172       40
Qwest Communications    Q        (1,016)      26,216   (1,132)
Sepracor Inc            SEPR       (619)       1,020      256
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT         (1)          64       33
Syntroleum Corp.        SYNM         (2)          47       14
Triton PCS Holdings     TPC        (180)       1,519       52
US Unwired Inc.         UNWR       (230)         719      311
UST Inc.                UST        (115)       1,726      727
Valence Tech            VLNC        (18)          36        4
Vector Group Ltd.       VGR          (3)         628      142
Western Wireless        WWCA       (224)       2,522       15


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

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

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

                          *********

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

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

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

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

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

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