TCR_Public/040609.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 9, 2004, Vol. 8, No. 114

                           Headlines

ACM GAMING COMPANY: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA COMMS: Agrees to Amend Cash Management Protocol
ADVANCED MEDICAL: Fitch Affirms Low-B Senior Debt Ratings
ADVOCAT: Demands Delisting from Berlin-Bremen Stock Exchange ASAP
AIR CANADA: Appoints Bill Zoeller to Head Technical Services Unit

ALLOY INC: First Quarter Net Loss Multiplies to $9.2 Million
ARGENT SECURITIES: Fitch Rates Two 2004-PW1 Classes at Low-Bs
ASSET BACKED: Fitch Assigns BB+ Rating to $7.911 Mil. Class M7
BUSH INDUSTRIES: US Trustee Names 4-Member Creditors' Committee
CABBAGE ALLEY: Case Summary & 2 Largest Unsecured Creditors

CARREKER CORPORATION: Posts $812,000 First Quarter 2004 Net Loss
CENTERPOINT ENERGY: Files $1 Billion Shelf Registration Statement
CRESCENT REAL: Union Wants Shareholders to Know Insider Deals
CYDSA S.A.: Fintech Agrees to Restructure 9.375% Notes
DALECO RESOURCES: Succeeds in Halting Trading on German Exchange

DOMAN INDUSTRIES: Creditors Vote to Approve CCAA Plan
DUO DAIRY: U.S. Trustee Names 8-Member Creditors' Committee
ELEC COMMUNICATIONS: Shareholders to Meet on June 23 in New York
ENRON: Inks Stipulation Temporarily Allowing 25 Claims For Voting
ENRON CORP: Ex-Employees Get $66.5MM Retirement Plan Settlement

ENRON CORP: Asks Court to Approve Inter-Estate Settlement Pact
FERRELLGAS PARTNERS: Fitch Assigns BB+ Rating to Senior Notes
FINLAY FINE: 8-3/8% Senior Note Tender Offer Expires
FLEMING: Issues Final Report On PACA Claim Objections & Payments
FLEXTRONICS: Will Acquire 55% of Hughes Software Systems

FOOTSTAR INC: Director Terry R. Lautenbach Dies at 65
FORT HILL: Hires Cushman & Wakefield as Market Valuation Advisor
FORTUNE NATURAL: Case Summary & 20 Largest Unsecured Creditors
GEO SPECIALTY: Creditors' Meeting Held & Concluded on June 4
GEO SPECIALTY: Gets Nod to Continue Hiring Ordinary Course Profs

GRILL ONE LLC: Case Summary & 20 Largest Unsecured Creditors
HALE-HALSELL: Wants to Stretch Lease Decision Period to July 1
HAVENS STEEL: Committee Wants to Hire Berman Deleve as Attorneys
HEALTHSOUTH: Extends Consent Solicitations Through June 11, 2004
INFOUSA INC: Acquires Edith Roman Companies

INTEGRATED HEALTH: Wants More Time To Move Lawsuits to Delaware
INTERNATIONAL WIRE: Has Until August 31 to Decide on Leases
JB OXFORD: Ameritrade to Buy Online Retail Accounts for $26 Mil.
KEY ENERGY: Withdraws Earnings Guidance For 2004
KEY ENERGY: Receives Default Notice from Senior Noteholders

KMART CORPORATION: Proposes Cure Claim Settlement Procedures
LENNAR: Buys Classic American Homes & Enters Jacksonville Market
LIBERTY MEDIA: Completes Spin-Off of Liberty Media International
LUBY'S: Refinances Debt & Renews Chris & Harris Pappas' Contracts
MANDALAY RESORT: Fitch Places Low-B Ratings on Watch Negative

MEMORIAL MEDICAL: Fitch Withdraws 'B' Revenue Bond Rating
MCWATTERS: Files Proposals Under Bankruptcy & Insolvency Act
MERISANT: Noteholders Agree to Amend 9-1/2% Senior Note Indenture
MIRANT CORPORATION: Wants To Reject Columbia Gas Agreements
MJ RESEARCH: US Trustee Appoints 3-Member Creditors' Committee

NATIONAL COAL: Fulfilling Contractual Duties to 2 State Utilities
NATIONAL WASTE: Wants Until July 6 to Make Lease-Related Decisions
NATIONAL WASTE: Committee Gets Nod to Hire Bayard as Co-Counsel
NEIGHBORCARE: Completes Medicine Centre, LLC Acquisition
NY REGIONAL RAIL: Losses & Deficit Spur Going Concern Uncertainty

NEXTEL COMMS: Redeems 6% Convertible Senior Notes Due 2011
OMI CORP: Responds to Stelmar Decision to Reject Merger Proposal
OPT INC: Voluntary Chapter 11 Case Summary
OWENS CORNING: Asks Court For Summary Judgment Against Price
PARMALAT GROUP: Brasil Proceeding Assigned To Judge Nuncio

PARMALAT: DIP Lenders Agree Not To Sell Farmland's Core Assets
PEGASUS: Obtains Interim Nod to Continue Cash Management System
PG&E NAT'L: Rhode Island DOT to Pay USGen $1.6M for Condemned Lot
PHOTOGRAPHIC EFFECTS: Case Summary & Largest Unsecured Creditors
PRESIDENTIAL LIFE: Fitch Withdraws Affirmed 'B' Senior Debt Rating

PROVIDIAN FINANCIAL: Settles 2001 Securities Suit for $65 Million
RCN CORPORATION: Wants To Continue Intercompany Fund Transfers
SERRHEL GLYNN: Case Summary & 17 Largest Unsecured Creditors
SPRING AIR: Committee Hires Pepe & Hazard as Bankruptcy Counsel
TESORO PETROLEUM: Fitch Places Low-B Ratings on Watch Positive

TRI STATE ROOFING: Case Summary & 12 Largest Unsecured Creditors
TXU CORP: Unit Completes Issuance of $790 Million Transition Bonds
UNITED AIRLINES: Independence Air Sues Over Misleading Information
US AIR: Court Says Too Late to Reverse Pension Termination Order

U.S. WIRELESS: Lease Decision Period Extended through June 30
VILLA ST. MICHAEL: Case Summary & 20 Largest Unsecured Creditors
WATERFORD ON LAKE: Files Plan and Disclosure Statement in Texas
WATERFORD ON LAKE: Hires Strasburger & Price as Attorneys
WEIRTON STEEL: Wants Court to Fix July 2 As Admin. Claims Bar Date

WESTIN HOTELS: Westin's Michigan Avenue Property Up For Sale
W.R. GRACE: Judge Fitzgerald Grants Another Exclusivity Extension

* Cadwalader Attorneys Claim More Burton Laurels

* Upcoming Meetings, Conferences and Seminars

                           *********


ACM GAMING COMPANY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: ACM Gaming Company
        6131 Renoir Avenue
        Baton Rouge, Louisiana 70806

Bankruptcy Case No.: 04-11758

Type of Business: The Debtor is an operator of Video Poker
                  Machines.

Chapter 11 Petition Date: May 28, 2004

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: William H. Patrick, III, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: 504-568-1888
                  Fax: 504-522-0949

Total Assets: $1,080,250

Total Debts:  $132,110

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Waguespack, Seago, Carmichael               $13,000

American Express                             $7,200

United Fire Group                            $7,200

Southwest Utilities                          $1,559

Nextel Communications                        $1,301

De La Rue Cash System                        $1,200

United Fire Group                              $580

Fuelman                                        $498

U-Haul                                         $490

A T & T Wireless                               $459

New Orleans Novelity                           $454

Network Telephone                              $426

Office Depot                                   $349

ACE Waste Management                           $298

Entergy                                        $286

Safeguard Business Systems                     $246

Cox Communications                             $215

Hamco of New Orleans                           $175

Tims Computers                                 $125

Protocol                                       $109


ADELPHIA COMMS: Agrees to Amend Cash Management Protocol
--------------------------------------------------------
On August 23, 2002, the Court authorized the Adelphia
Communications (ACOM) Debtors to obtain postpetition financing,
and approved the protocol and provisions for the treatment of
postpetition intercompany advances and intercompany claims among
the borrower groups.

Pursuant to the terms of the Cash Management Protocol, all
intercompany obligations other than intra-group advances among
the ACOM Debtors are:

   (1) to be calculated in the manner set forth in the matrix
       attached to the Cash Management Protocol;

   (2) to bear interest on a monthly basis at the rate equal to
       the blended rate of interest for the relevant period with
       respect to amounts outstanding under the DIP Credit
       Agreement;

   (3) to mature on the last business day of each month; and

   (4) to be repaid on or before the 19th day of the following
       month.

On February 26, 2004, the ACOM Debtors and the ABIZ Debtors
sought approval of:

   (1) a master reciprocal (operational) settlement agreement and
       its accompanying annex agreements; and

   (2) a global settlement agreement.

Pursuant to the terms of the Settlement Agreement, and in partial
consideration for the settlement and resolution of substantially
all of the outstanding disputes between the Debtors, certain of
the ACOM Debtors that are members of the Seven A Borrower Group
agreed to pay $60,000,000 to the Adelphia Business Solutions
(ABIZ) Debtors as of the Global Closing Date, plus the amount
obtained by subtracting the amount of any payments made by the
ACOM Debtors to the ABIZ Debtors since January 1, 2004, with
respect to invoices for certain services provided to the ACOM
Debtors by the ABIZ Debtors, from $2,500,000.

To facilitate the funding of the ABIZ Settlement Payment and to
provide adequate liquidity to the Seven A Borrower Group for
certain capital expenditures for shared services and other
general corporate purposes, the ACOM Debtors and the DIP Agents
proposed an amendment to the DIP Credit Agreement, pursuant to
which Century Cable Holdings, LLC, FrontierVision Operating
Partners, L.P., Olympus Cable Holdings, LLC, and UCA, LLC, will
borrow an aggregate $100,000,000 under the DIP Credit Agreement.

Upon receipt of the proceeds from the borrowing, the
Participating Borrowers will lend all the proceeds to ACOM.  ACOM
may use the proceeds to make a capital contribution to ACC
Investment Holdings, Inc., the borrower in the Seven A Borrower
Group, to enable ACC Investment Holdings to make the ABIZ
Settlement Payment, and to otherwise provide adequate liquidity
to the Seven A Borrower Group for certain capital expenditures
for shared services and other general corporate purposes.

Under the terms of the Proposed DIP Amendment, and
notwithstanding the terms of the Cash Management Protocol, the
ACOM Loan will not:

   -- be calculated in the manner set forth in the matrix
      attached to the Cash Management Protocol;

   -- bear interest on a monthly basis at the rate equal to the
      blended rate of interest for the relevant period with
      respect to amounts outstanding under the DIP Credit
      Agreement;

   -- mature on the last business day of the month in which the
      loan is made; and

   -- be repaid on or before the 19th day of the following month.

The aggregate principal amount of the ACOM Loan, together with
all accrued and unpaid interest, will instead be repaid on the
effective date of ACOM's reorganization plan and from and after
the date that the Loan is made to ACOM through but excluding the
date that it is repaid in full, the aggregate principal amount
will bear interest at the rate equal to the blended rate of
interest applicable to the amounts borrowed under the DIP Credit
Agreement by the Participating Borrowers in connection with the
making of the ACOM Loan.

To facilitate and permit the making of the ACOM Loan on these
terms, the ACOM Debtors, the DIP Agents and the Prepetition
Agents stipulate to modify the terms of the Cash Management
Protocol to add these new terms.

Accordingly, Judge Gerber approved the stipulation amending the
Cash Management Protocol. (Adelphia Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVANCED MEDICAL: Fitch Affirms Low-B Senior Debt Ratings
---------------------------------------------------------
Fitch Ratings has affirmed Advanced Medical Optics, Inc.'s 'BB-'
rated senior secured debt and 'B' rated senior subordinated debt.
The ratings apply to approximately $235 million of outstanding
debt at the end of the first quarter of 2004. The Rating Outlook
is Stable.

AMO's recent series of financial transactions intended to
strengthen the balance sheet prior to an anticipated increase in
leverage related to the previously announced acquisition of the
Pfizer's ophthalmic surgical business, and to increase equity in
order to access the capital markets, allows the company added
flexibility for financing of the proposed acquisition. AMO has
exchanged approximately $83 million in aggregate principal of the
company's outstanding 3 1/2% convertible notes due 2023 ($140
million total) for approximately 4.4 million shares of common
stock and $4.6 million in cash, and repaid, by the company's Japan
subsidiary, a 2.5 billion yen-denominated term loan facility
(equivalent to $22.4 million). The recent financial transactions
have the net effect of decreasing debt by approximately $105
million and increasing stockholder's equity by approximately $76
million, lending confidence that AMO's credit profile will remain
consistent with the current rating category. Leverage as measured
by total debt to EBITDA was 2.9 times (x) and interest coverage as
measured by EBITDA to interest incurred was 3.5x for the latest 12
months at March 26, 2004.

Uncertainty still exists with the capital structure after AMO
completes the financing of the acquisition, anticipated to close
in the summer of 2004. The purchase price of $450 million is
expected to be funded from a combination of debt, convertible
debt, and equity, with amounts of each security yet to be
determined. However, AMO's credit profile is favored by a lower
debt load from the recent series of financial transactions, and by
a rising equity price that may trigger the exercise of its
remaining 3 1/2% convertible senior subordinated debt.

AMO's proposed acquisition of Pfizer's ophthalmic surgical
business addresses one of the company's key challenges, namely
driving revenues and earnings growth from a historically low
growth ophthalmic surgical business and commodity-like contact
lens care products. The product lines to be purchased, Healon
viscoelastic products, Tecnis and CeeOn intraocular lens (IOLs),
and the Baerveldt glaucoma shunt, complements AMO's current
ophthalmic surgical product offering, allowing the company to
offer a more comprehension package to practitioners. Additionally,
the acquisition offers AMO expansion of manufacturing and research
and development capacity with facilities located in Sweden, the
Netherlands, and India.

Restructuring actions undertaken in the first quarter to shift the
company to a new operating model may facilitate the integration of
the acquired business into the ophthalmic surgical operating
segment, without a significant effect to EBITDA generation. Fitch
notes that throughout 2003, AMO completed refinancing
transactions, that expanded liquidity and modified the capital
structure to include debt with more favorable terms, and increased
manufacturing capacity with the purchase of the Alcon production
facility in Madrid, while simultaneously increasing sales efforts
and investment into research and development to drive future
growth of revenues and earnings.


ADVOCAT: Demands Delisting from Berlin-Bremen Stock Exchange ASAP
-----------------------------------------------------------------
Advocat Inc. (NASDAQ OTC:AVCA) announced that in an effort to
protect its shareholders, it has demanded an immediate delisting
from the Berlin Stock Exchange.

In May 2004, Advocat learned that it was listed on the Berlin-
Bremen Stock Exchange. The Company did not apply for or authorize
such a listing. Management has been informed that the Berlin Stock
Exchange permits a practice known as "naked short selling" that is
now banned in the United States. Management is currently drafting
a letter to the Berlin Stock Exchange requesting immediate removal
of Advocat from their exchange.

Investors looking to purchase shares of Advocat should only
purchase their shares from the NASDAQ Over-The-Counter Bulletin
Board under the symbol AVCA.

Advocat Inc. -- whose March 31, 2004 balance sheet shows a
stockholders' deficit of $38,284,000 -- provides  long-term care
services to nursing home patients and residents of assisted living
facilities in 9 states, primarily in the Southeast, and three
provinces in Canada. For additional information about the Company,
visit Advocat's Web Site at http://www.irinfo.com/avc/


AIR CANADA: Appoints Bill Zoeller to Head Technical Services Unit
-----------------------------------------------------------------
Air Canada has named Bill Zoeller to the position of President and
Chief Executive Officer of Air Canada Technical Services.
Concurrently, Ron Elvidge becomes Vice President and Chief
Operating Officer of the business unit.  Both are based at the
company's maintenance center in Montreal.

"Bill's solid experience in airline maintenance operations and his
progressive leadership qualities will be invaluable assets to Air
Canada Technical Services as the organization continues its drive
to position itself as one of the world's leading MRO providers,"
said Rob Reid, Senior Vice President, Operations at Air Canada.  
"Moreover, Ron's proven abilities in innovation and creativity
will ensure the unit's leadership in operational performance,
customer service and cost control."

Zoeller has held a wide range of positions at Air Canada Technical
Services since his career began 30 years ago as avionics mechanic.  
Since that time, he has headed up the company's Winnipeg
Maintenance base and was named Vice President, Heavy Maintenance
in 2000 before being appointed Vice President and COO in 2003.

Since joining Air Canada 25 years ago after having worked on the
Space Shuttle Arm at Spar Aerospace, Elvidge has held senior
positions in engineering, heavy maintenance, fleet management and
change management.  He has been instrumental in the implementation
of Six Sigma at Air Canada.  Since April 2003, he has held the
position of Vice President, Engine and Component Maintenance.

Air Canada Technical Services provides maintenance, repair,
overhaul, engineering, supply and purchasing to support Air
Canada's mainline fleet of more than 210 aircraft, as well as
other airline customers, in five maintenance categories:
airframes, engines, components, line and aircraft cabins.  Air
Canada Technical Services operates six major maintenance base
centers located across Canada: in Halifax, Montreal, Toronto,
Winnipeg, Calgary and Vancouver.

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)


ALLOY INC: First Quarter Net Loss Multiplies to $9.2 Million
------------------------------------------------------------
Alloy, Inc. (Nasdaq:ALOYE), a media, marketing services, direct
marketing and retail company targeting the dynamic Generation Y
population, reported revenues for the fiscal quarter ended April
30, 2004 of $87.8 million and a net loss attributable to common
stockholders of $9.6 million or $0.23 per diluted share. For its
first fiscal quarter, Alloy registered a $4.3 million loss before
interest and other income/expense, income taxes, depreciation and
amortization, stock-based compensation expense, and restructuring
charges (Adjusted EBITDA).

Total revenues for the first fiscal quarter increased 27% to $87.8
million, compared with $69.4 million for the first quarter of
fiscal 2003. Fiscal first quarter net merchandise revenues of
$44.3 million were up 48% compared with $30.0 million for last
year's fiscal first quarter. The increase resulted from our
acquisition of dELiA*s Corp., which offset an overall decline in
revenues for Alloy's catalog titles. Fiscal first quarter
sponsorship and other revenues of $43.6 million were up 10% versus
$39.5 million for the comparable period in our last fiscal year.
The increase was primarily attributable to the revenue
contribution of the OCM business that we purchased at the
beginning of the second quarter of fiscal 2003.

First fiscal quarter gross profit increased to $41.2 million, or
46.9% of revenues, compared with $31.5 million, or 45.3% of
revenues, for the comparable period last year, largely as a result
of the overall increase in revenues. The increase in gross margin
primarily resulted from the increased percentage of net
merchandise revenues as a percentage of total revenues in the
first quarter of fiscal 2004.

Operating expenses were $49.8 million for the first quarter of
fiscal 2004 versus $32.5 million for the first quarter of fiscal
2003. The increase resulted primarily from the expenses of the
acquired dELiA*s Corp. and OCM operations.

Net loss for the first quarter of fiscal 2004 was $9.2 million,
compared with a net loss of $0.4 million for last fiscal year's
first quarter. Net loss attributable to common stockholders for
the first quarter of fiscal 2004 was $9.6 million, or $0.23 per
diluted share, compared with net loss attributable to common
stockholders of $0.8 million, or $0.02 per diluted share, for last
fiscal year's first quarter. Adjusted EBITDA transitioned from
earnings of $2.2 million for the first fiscal quarter of 2003 to a
loss of $4.3 million for the first fiscal quarter of 2004.

Our name database now stands at over 27 million total names, of
which almost 8.5 million have a buying history with us.

Commenting on the quarter, Matt Diamond, Chairman and Chief
Executive Officer stated, "We took significant steps in the first
quarter to position Alloy for improved financial performance in
the second half of the 2004 fiscal year. Our fulfillment and call
center activities have now been fully transitioned from our third
party provider to Company facilities. The merchandising
organization has been strengthened with a number of key hires. The
benefits of the combined Alloy and dELiA*s databases should begin
to emerge during the key back-to-school and holiday selling
seasons. The sponsorship side of the business was generally on
plan in the first quarter with a solid outlook for the remainder
of the year. The recent designation of Alloy's AMP Agency as the
2003 Promotional Agency of the Year by PROMO Magazine recognizes
and validates the outstanding work we are doing for our
advertising clients."

Looking ahead, Mr. Diamond concluded, "Following our first quarter
financial performance, we remain comfortable with our established
fiscal 2004 financial expectations. We affirm our fiscal 2004
merchandise revenue range of $220 million to $230 million,
together with a sponsorship revenue range of $210 million to $220
million, a diluted net loss attributable to common stockholders
per share range of ($0.25) to ($0.40) and an Adjusted EBITDA range
of $11 million to $16 million."

                      About Alloy

Alloy, Inc. is a media, marketing services, direct marketing and
retail company targeting Generation Y, a key demographic segment
comprising the more than 60 million boys and girls in the United
States between the ages of 10 and 24. Alloy's convergent media
model uses a wide range of media assets to reach more than 25
million Generation Y consumers each month. Through Alloy's 360
Youth media and marketing services unit, marketers can connect
with the Generation Y audience through a host of advertising and
marketing programs incorporating Alloy's media and marketing
assets such as direct mail catalogs, college and high school
newspapers, Web sites, school-based media boards, college guides,
and sponsored on- and off-campus events. Alloy generates revenue
from its broad reach in the Generation Y community by providing
marketers advertising and marketing services through 360 Youth and
by selling apparel, accessories, footwear, room furnishings and
action sports equipment directly to the youth market through
catalogs, Web sites and retail stores. For further information
regarding Alloy, please visit our Web site (www.alloyinc.com) and
click on "Investor Relations". Information on 360 Youth's
marketing services can be found at http://www.360youth.com/

                         *   *   *

              Liquidity and Capital Resources

In its Form 10-K for the fiscal year ended January 31, 2004,
Alloy, Inc. reports:

"We have financed our operations to date primarily through the
sale of equity and debt securities as we generated negative cash
flow from operations prior to fiscal 2002. At January 31, 2004, we
had approximately $46.3 million of unrestricted cash, cash
equivalents and short-term investments along with $5.6 million of
marketable securities classified as non-current assets due to
their stated maturities and our intention to hold them for more
than one year. Our principal commitments at January 31, 2004
consisted of the Debentures, accounts payable, bank loans, accrued
expenses and obligations under operating and capital leases.

"Our liquidity position as of January 31, 2004 consisted of $46.3
million of unrestricted cash, cash equivalents and short-term
investments. We expect our liquidity position to meet our
anticipated cash needs for working capital and capital
expenditures for at least the next 24 months, excluding the impact
of any potential, as yet unannounced acquisitions. If cash
generated from our operations is insufficient to satisfy our cash
needs, we may be required to raise additional capital. If we raise
additional funds through the issuance of equity securities, our
stockholders may experience significant dilution. Furthermore,
additional financing may not be available when we need it or, if
available, financing may not be on terms favorable to us or to our
stockholders. If financing is not available when required or is
not available on acceptable terms, we may be unable to develop or
enhance our products or services. In addition, we may be unable to
take advantage of business opportunities or respond to competitive
pressures. Any of these events could have a material and adverse
effect on our business, results of operations and financial
condition."


ARGENT SECURITIES: Fitch Rates Two 2004-PW1 Classes at Low-Bs
-------------------------------------------------------------
Argent Securities Inc.'s certificates, series 2004-PW1, are rated
by Fitch Ratings as follows:

     --$264.3 million classes A-1, A-2, A-3, IO-1 and IO-2 'AAA';
     --$16.3 million class M-1 'AA+';
     --$18 million class M-2 'AA';
     --$7.5 million class M-3 'AA-';
     --$6.8 million class M-4 'A+';
     --$8.8 million class M-5 'A';
     --$3.9 million class M-6 'A-';
     --$6.5 million class M-7 'BBB+';
     --$3.9 million class M-8 'BBB';
     --$4.9 million class M-9 'BBB-';
     --$4.4 million non-offered class M-10 'BB+';
     --$4.9 million non-offered class M-11 'BB'.

Credit enhancement for the non-offered 'BB+' rated class M-10
certificates reflects the 1.40% subordination provided by class M-
11, monthly excess interest and target OC. Credit enhancement for
the non-offered 'BB' rated class M-11 certificates reflects the
monthly excess interest and target 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.

The mortgage pool consists of closed-end, first lien subprime
mortgage loans that may or may not conform to Freddie Mac and
Fannie Mae loan limits. All of the mortgage loans are purchase
loans that have loan-to-value ratios at origination in excess of
80%. As of the cut-off date (June 1, 2004), the mortgage loans
have an aggregate balance of $350,000,391. The weighted average
loan rate is approximately 7.297%. The weighted average remaining
term to maturity (WAM) is 357 months. The average Cut-Off date
principal balance of the mortgage loans is approximately $174,130.
The weighted average original loan-to-value ratio (OLTV) is 92.77%
and the weighted average Fair, Isaac & Co. (FICO) score was 644.
The properties are primarily located in California (18.71%),
Florida (17.12%) and Illinois (8.04%).

Approximately 93.03% of the loans were originated or acquired by
Argent Mortgage Company, LLC, and 6.97% of the loans were
originated or acquired by Olympus Mortgage Company. Both mortgage
companies are subsidiaries of Ameriquest Mortgage Company, a
specialty finance company engaged in the business of originating,
purchasing and selling retail and wholesale subprime mortgage
loans. Both Argent and Olympus focus primarily on wholesale
subprime mortgage loans.


ASSET BACKED: Fitch Assigns BB+ Rating to $7.911 Mil. Class M7
--------------------------------------------------------------
Fitch has rated the Asset Backed Securities Corporation, Home
Equity Loan Trust, series 2004-HE3, as follows:

               --$602.6 million classes A-1, A-1A, A-2, A-2A, A-3
                 and A-3A 'AAA';
               --$50.10 million class M1 'AA';
               --$40.30 million class M2 'A';
               --$10.90 million class M3 'A';
               --$9.45 million class M4 'A-';
               --$10.55 million class M5 'BBB+';
               --$7.91 million class M6 'BBB';
               --$7.911 million non-offered class M7 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20% total
credit enhancement provided by the 6.65% class M1, 5.35% class M2,
1.45% class M3, 1.25% class M4, 1.40% class M5, 1.05% class M6,
1.05% class M7 and 1.80% initial and future overcollateralization
(OC). All certificates have the benefit of monthly excess cash
flow to absorb losses. In addition, the ratings reflect the
quality of the loans, the integrity of the transaction's legal
structure, as well as the capabilities of Option One Mortgage
Corp. as servicer and Wells Fargo Bank, National Association, as
trustee.

The certificates are supported by three collateral groups, two
conforming to Fannie Mae and Freddie Mac, and the other non-
conforming. The group 1 mortgage pool consists of adjustable-rate
and fixed-rate, first lien, conforming mortgage loans, with a cut-
off date pool balance of $295,659,651. Approximately 27% of the
mortgage loans are fixed-rate mortgage loans and 73% are
adjustable-rate mortgage loans. The weighted average loan rate is
approximately 7.188%. The weighted average remaining term to
maturity (WAM) is 352 months. The average principal balance of the
loans is approximately $145,309. The weighted average original
loan-to-value ratio (OLTV) is 77.80%. The properties are primarily
located in California (15.07%), New York (15.02%) and
Massachusetts (9.74%).

The group 2 mortgage pool consists of adjustable-rate and fixed-
rate, first lien, conforming mortgage loans, with a cut-off date
pool balance of $274,567,845. Approximately 26% of the mortgage
loans are fixed rate mortgage loans and 74% are adjustable-rate
mortgage loans. The weighted average loan rate is approximately
7.154%. The WAM is 352 months. The average principal balance of
the loans is approximately $151,828. The weighted average OLTV is
77.52%. The properties are primarily located in New York (18.49%),
California (16.27%) and Massachusetts (9.23%).

The group 3 mortgage pool consists of adjustable-rate and fixed-
rate, conforming and non-conforming first and second lien mortgage
loans, with a cut-off date pool balance of $183,623,650.
Approximately 20% of the mortgage loans are fixed rate mortgage
loans and 80% are adjustable-rate mortgage loans. The weighted
average loan rate is approximately 7.016%. The WAM is 355 months.
The average principal balance of the loans is approximately
$216,793. The weighted average original combined loan-to-value
ratio (CLTV) is 77.35%. The properties are primarily located in
California (26.75%), New York (21.62%) and Massachusetts (8.99%).

Asset Backed Securities Corporation, the depositor, was
incorporated in the State of Delaware, and is an indirect wholly-
owned subsidiary of Credit Suisse First Boston, Inc. Option One
was incorporated in 1992, and began originating and servicing
subprime loans in February 1993. Option One is a subsidiary of
Block Financial, which is in turn a subsidiary of H & R Block,
Inc. For federal income tax purposes, multiple real estate
mortgage investment conduit elections will be made with respect to
the trust estate.


BUSH INDUSTRIES: US Trustee Names 4-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 2 appointed four of the
largest unsecured creditors to serve on an Official Committee of
Unsecured Creditors in Bush Industries' Chapter 11 case:

      1. COMTRAD
         Attn: John Franklin
         5106 Timberlea Blvd.
         Ontario Canada 0 L4W 2S5

      2. Jamestown Container
         Attn: Richard Weimer
         PO Box 8
         Jamestown, New York 14702-0008

      3. Thermal Foams, Inc.
         Attn: Frank Wopperer
         2101 Kenmore Avenue
         Buffalo, New York 14207

      4. Mark A. Lingenfelter
         Toppan Industries
         1131 Highway 155 South
         McDonough, Georgia 30253

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 Jamestown, New York, Bush Industries, Inc.,
-- http://www.bushindustries.com/-- is engaged in the manufacture  
and sale of ready-to-assemble furniture under the Bush, Eric
Morgan and Rohr trade names and production of after market
accessories for cell phones.  The Company filed for chapter 11
protection on March 31, 2004 (Bankr. W.D.N.Y. Case No. 04-12295).  
Garry M. Graber, Esq., at Hodgson, Russ represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $53,265,106 in total assets and
$169,589,800 in total debts.


CABBAGE ALLEY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cabbage Alley Partnership
        1829 Carondelet Street
        New Orleans, Louisiana 70130

Bankruptcy Case No.: 04-14039

Chapter 11 Petition Date: May 27, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Thomas M. Brahney III

Debtor's Counsel: W. Reed Smith, Esq.
                  210 Baronne Street, Suite 1800
                  New Orleans, LA 70112-3336
                  Tel: 504-525-4361
                  Fax: 504-525-4380

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
New Orleans Home              Unsecured portion:      $1,200,000
Mtg. Authority                $411,000
Administrator of the Home     Security Value:
Program                       $1,400,000
618 Baronne Street
New Orleans, LA 70113

FCCC 2001-C1                                             Unknown
Garden District


CARREKER CORPORATION: Posts $812,000 First Quarter 2004 Net Loss
----------------------------------------------------------------
Carreker Corporation (Nasdaq: CANI), a leading provider of
payments technology and consulting solutions for the financial
services industry, reports its first quarter results.

For the quarter-ended April 30, 2004, the Company reports revenues
of $29.8 million, a net loss of $812 thousand and a diluted loss
per share of $0.03.

The first quarter 2004 revenue of $29.8 million represents a 5%
increase over the first quarter 2003 revenue of $28.3 million. The
increase in revenue is primarily attributable to an increase in
the RevE consulting business in several international markets and
an increase in maintenance revenues due to strong cash
collections. As expected, these increases were partially offset by
lower license and implementation revenue.

The first quarter 2004 operating loss of $1.2 million compares
favorably to the $2.6 million operating loss from the first
quarter of 2003 and does so primarily as a result of the higher
revenue and improved gross margin in Q1 2004, which were partially
offset by higher operating expenses. Operating expenses increased
to $16.8 million in Q1 2004 from $14.8 million in Q1 2003
primarily as a result of a $1.7 million litigation loss provision
booked in conjunction with compensatory damages awarded in
recently concluded litigation. The impact to the Company's income
statement due to the litigation loss provision approximates $0.07
per basic share. Of further note during the first quarter 2004,
the Company recorded a gain of $539 thousand in other income when
it sold its 25% interest in Cash Services Australia Pty. Limited,
a cash outsourcing entity. The impact to the Company's income
statement due to the sale approximates $0.02 per basic share.

Some of the noteworthy highlights from the fiscal 2004 first
quarter:

     --  Q1 2004 revenue of $ 29.8 million as compared to $28.3
         million in Q1 2003.

     --  Improved gross margin of 52% in Q1 2004 versus 44% in Q1
         2003.

     --  Paid down $6.3 million of long-term debt reducing long-
         term debt to $0 at quarter-end.

"We are experiencing increasing customer demand for technology and
consulting solutions in our areas of focus," said J.D. (Denny)
Carreker, Chairman and Chief Executive Officer of Carreker
Corporation. "Our challenge is to execute well in the face of
industry consolidation, evolving market needs and increasing
competition. As we continue to take steps to do so, we continue to
believe we can achieve desirable results for all of our
constituencies."

                About Carreker Corporation

Carreker Corporation improves earnings for financial institutions
around the world. The Company's integrated consulting and software
solutions are designed to increase clients' revenues and reduce
their expenses, while improving security and increasing the value
of their customer relationships. Carreker provides products and
services to more than 250 clients in the United States, Canada,
the United Kingdom, Ireland, continental Europe, Australia, New
Zealand, South Africa, South America, Mexico, and the Caribbean.
Clients include the full range of community, regional and large
banks, among them more than 75 of the largest 100 banks in the
United States. Headquartered in Dallas, Texas since 1978, Carreker
Corporation has offices in London and Sydney. For more
information, visit http://www.carreker.com/

                      *   *   *

              Liquidity and Capital Resources

In its Form 10-K for the fiscal year ended January 31, 2004 filed
with the Securities and Exchange Commission, Carreker Corporation
reports:

"Historically, we have funded our operations and cash expenditures
primarily with cash generated from operating activities. At
January 31, 2004, we had working capital of $11.9 million compared
to $17.4 million at January 31, 2003. We had $28.6 million in cash
and cash equivalents at January 31, 2004, an increase of $1.6
million from $27.0 million in cash and cash equivalents at January
31, 2003. At January 31, 2004, we had $6.3 million of long-term
debt compared to $25.0 million at January 31, 2003. We expect that
existing cash and cash generated from operating activities will be
sufficient to meet our presently anticipated requirements for the
foreseeable future.

"We believe that current cash balances and expected future cash
flows will be sufficient to meet our anticipated cash needs for
working capital, capital expenditures and other activities during
fiscal 2004. However, if current sources are not sufficient to
meet our needs, we may seek additional equity or debt financing.
There can be no assurance that additional financing would be
available on acceptable terms, if at all. The Company is presently
involved in a number of lawsuits, including several class action
lawsuits. The outcomes or resolutions of the lawsuits are unknown,
but could include judgments against us, or settlements that could
require substantial payments by us. The timing of the final
resolution of these matters is uncertain. We believe that a
material adverse outcome or outcomes with respect to the lawsuits
could have a material adverse effect on our financial results, our
business or our management, including but not limited to,
significantly impacting our liquidity in a negative manner as well
as causing covenant violations under our revolving credit
agreement, possibly resulting in a default thereunder. Further, we
may in the future pursue acquisitions of businesses, products or
technologies that could complement or expand our business and
product offerings, and could change our financing needs. Our
forecast of the period of time through which our financial
resources will be adequate to support our operations is a forward
looking statement that involves risks and uncertainties, and
actual results could vary. The failure to secure additional
financing when needed could have a material adverse effect on our
business, financial condition and results of operations."


CENTERPOINT ENERGY: Files $1 Billion Shelf Registration Statement
-----------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) announced that it has filed a
universal shelf registration statement (Form S-3) with the
Securities and Exchange Commission for the registration of offers
and sales of up to $1 billion of its securities which may include
common stock, preferred stock, and senior debt securities.  Once
the registration statement is declared effective by the SEC, the
registration statement will allow the company to sell any of the
securities covered by the registration statement in one or more
offerings in the future.  The company has no immediate plans to
sell any securities under this shelf registration.

A registration statement relating to these securities has been
filed with the SEC but has not yet become effective.  These
securities may not be sold, nor may offers to buy be accepted
prior to the time the registration statement becomes effective.  
Additionally, depending on the amounts and types of securities
being offered, the SEC may need to approve the company's issuance
of the securities under the Public Utility Holding Company Act of
1935.  This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration
or qualification under the securities laws of any such State.

At the time any of the securities covered by the registration
statement are offered for sale, a prospectus supplement will be
prepared and filed containing specific information about the terms
of any such offering. When available, such a written prospectus
may be obtained by contacting the underwriters which are named in
any such prospectus supplement or by contacting CenterPoint
Energy, Inc., 1111 Louisiana, Houston, Texas 77002, Attn: Marianne
Paulsen, Investor Relations.

                      About the Company

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas, of which nearly 3,000 megawatts are currently in mothball
status.  The company serves nearly five million customers
primarily in Arkansas, Louisiana, Minnesota, Mississippi,
Oklahoma, and Texas.  Assets total $21 billion.  With more than
11,000 employees, CenterPoint Energy and its predecessor companies
have been in business for more than 130 years.  Visit
http://www.CenterPointEnergy.com/for more information.


CRESCENT REAL: Union Wants Shareholders to Know Insider Deals
-------------------------------------------------------------
The Service Employees International Union (SEIU) announced that it
would press ahead with a shareholder resolution calling on
Crescent to provide shareholders with critical information about
deals between Crescent Real Estate Equities Co. (NYSE: CEI) and
its officers and directors.

Insider deals -- also known as related party transactions -- at
Crescent have been costly for Crescent shareholders. Concern over
these deals, and corporate governance at Crescent, prompted SEIU
to sponsor a proposal asking Crescent to disclose additional
information about these transactions to its shareholders. However,
the proposal was excluded from the company's proxy materials after
a ruling by a division of the Securities and Exchange Commission
(SEC).

SEIU is appealing the ruling to the five Commissioners who head
the SEC. According to the appeal, "related party transactions are
of particular interest and importance to shareholders because they
have been central to many of the most high-profile and damaging
corporate scandals of the last three years."

According to research conducted by SEIU, Crescent has disclosed at
least 85 related party transactions since 1997. These deals range
from loans totaling more than $37.8 million as of December 31,
2003 to asset purchases to investments in funds run by insiders:

    * Crescent paid over $387 million for 90 psychiatric hospitals
      from Magellan Health Services, a company in which Crescent
      chairman Richard Rainwater owned a 19% interest.  
      (Rainwater's children and Crescent CEO John Goff also held
      interests in Magellan, and Rainwater's wife sat on its
      board.)  The deal ended up costing Crescent shareholders
      $187 million dollars in impairment charges.

    * Crescent appears to have overpaid for the purchase of a home
      from one of its executives.  In June 2002, Crescent
      subsidiary CRE Diversified Holdings paid Crescent Chief
      Investment Officer Kenneth Moczulski between $2.6 and $2.7
      million for his River Oaks home in Houston. The next year       
      Crescent booked a $900,000 impairment charge ($600,000 net
      of tax benefit) on the house.  On April 27, 2004, Crescent
      finally sold the home for between $1.6 and $2 million, a
      loss of at least $600,000 and up to over $1 million.  The
      home was listed for sale with an agent who is married to
      another Crescent executive, who himself formerly worked with
      Moczulski at another company.

    * Crescent and its shareholders suffered another significant
      loss in connection with Crescent affiliate Crescent
      Operating Inc.'s (COPI) bankruptcy filing. In 2001, Crescent
      recognized a $92.8 million charge in connection with the
      COPI bankruptcy ($74.8 million in asset reductions and
      $18 million in bankruptcy costs). Crescent attributed the
      $73.3 million loss it posted for 2001 to the COPI
      bankruptcy.  In addition, the prepackaged bankruptcy plan
      provided that COPI shareholders would receive Crescent
      shares, thereby diluting the interests of Crescent's
      existing shareholders.

    * Crescent has provided funds to an investment vehicle
      controlled in part by Crescent Chair Richard Rainwater, his
      wife Darla Moore, and Crescent CEO John Goff.  Crescent has
      provided more than $14.1 million in investment funds to G2
      Opportunity Fund, and wholly-owned Crescent subsidiaries
      have committed to investing more in the fund.  G2 is managed
      and controlled by an entity half-owned by Goff-Moore
      Strategic Partners (GMSP).  GMSP is described in Crescent's
      2000 proxy statement as the "primary ongoing investment
      partnership for [Crescent chairman Richard] Rainwater, his
      family (including his wife, Darla D. Moore) and certain
      long-time business associates of Mr. Rainwater, including
      Mr. Goff."

"One need look no further than the corporate scandals at Enron,
WorldCom, Adelphia, Hollinger, and Tyco, just to name a few, to
understand the source of SEIU's concern over related party
transactions. At each of these companies, insiders disregarded the
line between personal and corporate assets and enriched themselves
at shareholders' expense," said Steve Abrecht, Director of SEIU
Capital Stewardship Program.

                    About The Company

Crescent Real Estate Equities Company (NYSE:CEI) is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and joint ventures, Crescent owns and
manages a portfolio of more than 75 premier office properties
totaling more than 30 million square feet, located primarily in
the Southwestern United States, with major concentrations in
Dallas, Houston, Austin, Denver, Miami and Las Vegas. In addition,
the Company has investments in world-class resorts and spas and
upscale residential developments.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


CYDSA S.A.: Fintech Agrees to Restructure 9.375% Notes
------------------------------------------------------
Cydsa S.A. de C.V. and Fintech Advisory Inc., in its capacity as
sole member of the committee of holders of the Company's
U.S.$158,997,000 9.375% Notes due 2009 and as holder of Notes,
announced that they reached an agreement in principle to
restructure the Notes.

Pursuant to the terms of the agreement, and subject to a number of
conditions, including the negotiation and execution of definitive
documentation and the receipt of certain authorizations and third
party consents, the Company will seek the consent from the
required majorities of holders of Notes to exchange all of the
outstanding Notes for newly issued shares of the Company
representing 60% of its share capital and U.S.$25.5 million in
principal amount of convertible floating rate notes due May 1,
2007, subject to extension, in certain circumstances, until May 1,
2008. Under the terms of the agreement in principle, the new
shares will be represented by a combination of non-voting and
voting shares, and the notes will convert into up to an additional
20% of the Company's share capital, if not paid by the Company at
maturity. Tomas Gonzalez Sada, the Chairman and representative of
the controlling shareholders of the Company, has agreed to support
the restructuring. Mr. Gonzalez Sada will remain as Chairman and
Chief Executive Officer of the Company. The restructuring has been
approved by the Board of Directors of the Company and is expected
to be completed during the third quarter of 2004.

"This is a major recapitalization of Cydsa; it eliminates
unsustainable debt and gives creditors, right away, the majority
of the equity. This restructuring encompasses the liquidation of
all unprofitable operations, the sale of many additional assets,
the elimination of most corporate overhead and the appointment of
a new board, with broader business experience and greater
independence. Although the agreement reflects many compromises, it
is in the interest of creditors to support this transaction," said
David Martinez of Fintech Advisory, Ltd in London.

                    About the Company

Cydsa is a corporation with a presence in three business segments:
chemicals and plastics, acrylic fibers and yarns, and flexible
packaging. Headquartered in Monterrey, Mexico, the Company has
more than 20 subsidiaries located in 9 cities and serves customers
in more than 40 countries.


DALECO RESOURCES: Succeeds in Halting Trading on German Exchange
----------------------------------------------------------------
Gary Novinskie, President and Chief Operating Officer of Daleco
Resources Corporation, reported that subsequent to the Company's
demand, the Berlin-Bremer Boerse, in Germany, has confirmed the
delisting and trading halt of the Company's common shares on its
exchange, effective June 4, 2004. As reported previously, the
Company took these measures in response to the unauthorized
listing of its securities on that exchange. Mr. Novinskie noted
that the de-listing should prevent the use of the "Naked Short
Selling Dual Listing Arbitrage Loophole" in the US Security
Regulations as it relates to the Company's common shares.

                   About the Company

Daleco Resources is an international asset and technology
aggregation and monetization company with operating subsidiaries
active in oil and gas, timber, minerals, environmental remediation
and technology. The Company has holdings in the States of Alabama,
New Mexico, Oklahoma, Pennsylvania, Texas, Utah and West Virginia
and in Guyana, South America.

                       *   *   *

In its Form 10-QSB for the period ended March 31, 2004, Daleco
Resources Corporation reports:

"For the quarter ending March 31, 2004, the Company reported a
loss of $603,105. The ability of the Company to meet its total
liabilities of $6,307,734, and to continue as a going concern is
dependent upon the availability of future funding, achieving
profitable timber operations and successful development its
mineral assets.

"On July 24, 2002, the Company entered into a $10,000,000 Equity
Line of Credit Agreement with Cornell Capital Partners, L.P. As
part of the transaction, the Company issued to CCP a two year
convertible debenture in a face amount of $300,000. The debenture
is convertible into common stock at a price equal to the lesser of
120% of the final bid price on the Closing Date or 80% of the
average lowest three closing bid prices as reported by Bloomberg
of the Company's common stock for the five trading days
immediately preceding the date of the conversion. The equity line
provides for the Company to draw down $75,000 per week over a
three year period. In accordance with the provisions of the Equity
Line of Credit, the Company filed a registration statement on Form
SB-2 with the Securities and Exchange Commission, which became
effect on November 7, 2002. Commencing in November 2002 and
concluding in January 2003, CCP converted the entire Debenture in
5,027,881 shares of common stock at an average price per share of
$0.117 when including all other fees and costs associated with the
issuance of the debentures and $0.06 if just the conversion price
without including other fees and costs.

"The Company will continue to seek and evaluate project specific
funding commitments and other capital funding alternatives if and
as they become available.

"As of March 31, 2004, the Company was in default of certain debt
obligations. The holders of these instruments are working with the
Company to achieve the extinguishment of the obligations."


DOMAN INDUSTRIES: Creditors Vote to Approve CCAA Plan
-----------------------------------------------------
Doman Industries Limited announces that in connection with
proceedings under the Companies' Creditors Arrangement Act and the
meeting of affected creditors held Monday to consider the Plan of
Compromise and Arrangement, the affected creditors have
overwhelmingly voted to approve the Plan.

KPMG Inc., the monitor appointed by the Supreme Court of British
Columbia under the CCAA, has confirmed that approximately 97.75%
of the number of affected creditors that voted at the meeting,
holding approximately 99.98% of the total value of the claims,
voted to approve the Plan. A copy of the Plan may be obtained by
accessing the Company's website at http://www.domans.com/

The Plan that was approved contained some additional minor
technical amendments to the Plan that were presented to affected
creditors at the meeting. The additional technical amendments may
be obtained by accessing the Company's website at
http://www.domans.com/

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 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.


DUO DAIRY: U.S. Trustee Names 8-Member Creditors' Committee
-----------------------------------------------------------
The United States Trustee for Region 19 appointed eight creditors
to serve on an Official Committee of Unsecured Creditors in Duo
Dairy, Ltd., LLP's Chapter 11 cases:

      1. Charlie Gilbert, Manager
         8714 State Hwy 60
         Johnstown, Colorado 80534

      2. Craig Laufert, Credit Manager
         Agland, Inc.
         PO Box 338
         Eaton, Colorado 80615-0338

      3. John Adams, Manager
         Dairy Specialist, LLC
         3309 Empire Street
         Evans, Colorado 80620-1634

      4. Steve Woodward
         Fort Collins Feed
         1020 NE Frontage Road
         Fort Collins, Colorado 80524

      5. Randy Lehl
         Fort Collins Feed/Corn
         8714 State Hwy 60
         Johnstown, Colorado 80534

      6. John Pratt
         Primo Farms
         PO Box 648
         Aberdeen, ID 83210-0649

      7. Cecelia Pool
         Credit Manager
         Lextron, Inc.,
         Dept 1400
         Denver, Colorado 80291-0001

      8. Rolf Peters, President
         US Commodities, LLC
         NW 7749
         Po Box 1450
         Minneapolis, Minneapolis 55485-1450

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 Loveland, Colorado, Duo Dairy, LTD., LLP, filed
for chapter 11 protection on March 12, 2004 (Bankr. D. Colo. Case
No. 04-14827).  Jeffrey A. Weinman, Esq., and William A. Richey,
Esq., at Weinman & Associates, P.C., represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million


ELEC COMMUNICATIONS: Shareholders to Meet on June 23 in New York
----------------------------------------------------------------
The annual meeting of shareholders of eLEC Communications Corp., a
New York corporation, will be held at the Company's executive
offices located at 75 South Broadway, White Plains, New York,
10601 on Wednesday, June 23, 2004 at 10:00 A.M., local time, for
the following purposes:

   1. To elect three directors to the Board of Directors for the
      ensuing year;

   2. To consider and vote upon a proposal to approve and adopt
      the 2004 Equity Incentive Plan;

   3. To consider and vote upon a proposal to ratify the
      appointment of Nussbaum Yates & Wolpow, P.C., independent
      auditors, as independent auditors for the ensuing year; and

   4. To consider and act upon such other business as may properly
      come before the meeting.

The Board of Directors has fixed the close of business on Friday,
April 23, 2004, as the record date for the determination of
shareholders entitled to notice of, and to vote at, the annual
meeting and at any adjournment or postponement thereof.

eLEC Communications Corp. -- whose February 29, 2004 balance sheet
shows a total stockholders' deficit of $1,808,301 -- is a
Competitive Local Exchange Carrier that offers local and long
distance calling plans to small business and residential
customers. We sell under the names of New Rochelle Telephone and
eLEC Communications, and we deliver telephone services at a price
savings and with quality customer service. For more information on
our products and offerings, visit its web site at
http://www.elec.net/


ENRON: Inks Stipulation Temporarily Allowing 25 Claims For Voting
-----------------------------------------------------------------
Through Court-approved Stipulations, 25 Claims are temporarily
allowed in the "Stipulated Amount" as provided for by Rule 3018
of the Federal Rules of Bankruptcy Procedure for the limited
purpose of voting on the Plan:

Claimant                          Claim No.    Voting Amount
--------                          ---------    -------------
Reliant Energy Services, Inc.       13639        $20,788,444
                                    13640         20,788,444
                                    13641         20,788,444
                                    13642         20,788,444

J. Aron & Company                   12631         46,074,000
                                    12633         66,895,000

Credit Suisse First Boston           6215         25,586,195
                                     6216         12,793,098

Toronto Dominion (Texas), Inc.      19053         13,392,654
                                    19060          5,965,512
                                    19061         13,392,654

Barclays Bank PLC                   10909         25,000,000
                                    10910         25,000,000

National Westminster Bank Plc       10906        238,089,114

Deutsche Trustee Company Limited    23665         13,985,093
                                    11305         11,560,091

AEP Energy Services, Inc.           13815          8,500,000
                                    13816          8,500,000

State Street Bank and Trust         10807         20,619,616
Company of Connecticut              10808         20,619,616

Houston Pipe Line Company, LP       14639        274,000,000
                                    14301        274,000,000
                                    14302        274,000,000
                                    14288        274,000,000

AEP Energy Services Gas Holding     14289        354,000,000
Company

The Stipulations are not intended nor will it be construed to be:

  (i) an allowance of the Claims for any purpose other than
      voting on the Plan;

(ii) a waiver by any of the Debtors or any other parties-in-
      interest of any right to object on any grounds to any
      Claims or proofs of claim filed or to be filed by the
      Claimants; or

(iii) an agreement or consent by the Claimants to reduce or
      limit the Claims. (Enron Bankruptcy News, Issue No. 109;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Ex-Employees Get $66.5MM Retirement Plan Settlement
---------------------------------------------------------------
U.S. Secretary of Labor Elaine L. Chao announced the filing of
settlements to restore at least $66.5 million to the Enron 401(k)
and employee stock ownership plans.  The proposed settlements,
which must be approved by the court, cover agreements in both the
Department's litigation and the private class action lawsuit
brought on behalf of the plans' participants.  Neither settlement
applies to Enron Corporation and its former executives and inside
directors, Kenneth L. Lay and Jeffrey K. Skilling.

"If approved by the court, these settlements guarantee a
significant recovery for the Enron workers, retirees and their
families.  We will continue to pursue additional recoveries and
all available remedies to hold Enron and its executives
accountable," Secretary Elaine L. Chao said.  "Corporate
malfeasance will not be tolerated."

The Labor Department's agreement covers the former outside
directors of Enron's Board.  The private settlement also covers
the plans' administrative committee and others.  In addition to
monetary recoveries, the outside directors are barred from
knowingly assuming fiduciary responsibility with respect to
ERISA-covered plans for five years unless agreed to by the
department.  Absent settlement, the department will continue its
litigation against the plans' administrative committee and will
seek additional monetary recoveries and injunctive relief.

The department sued Enron, corporate directors and the
administrative committee on June 26, 2003, for violating the
Employee Retirement Income Security Act (ERISA).  The suit
alleges that Lay, Skilling, the former outside directors and the
former members of the administrative committee failed to consider
the prudence of Enron stock as an appropriate investment for the
retirement plans and did nothing to protect the workers and
retirees from extensive losses.  The board of directors also
failed to properly appoint and monitor a trustee to oversee the
employee stock ownership plan (ESOP).  Lay was separately charged
with misrepresenting Enron's financial condition to employees and
plan officials and encouraging them to buy the stock.

The settlement resulted from a comprehensive investigation
conducted by the Dallas regional office of the department's
Employee Benefits Security Administration and the Office of the
Solicitor. (Enron Bankruptcy News, Issue No. 109; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Asks Court to Approve Inter-Estate Settlement Pact
--------------------------------------------------------------
The Enron Corporation Debtors ask the Court to:

   (i) approve the global compromise reached by and among the
       Debtors, in consultation with the Creditors Committee
       and the ENA Examiner;

  (ii) authorize them to enter into and implement the global
       compromise; and

(iii) provide that the settlements embodied by the global
       compromise is binding on the estates notwithstanding the
       dismissal or conversion of some or all of these Chapter
       11 cases to Chapter 7.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges, LLP, in
New York, relates that the Debtors' Chapter 11 cases implicate a
multitude of complex issues arising principally from the
interrelationships among the Debtors.  These interrelationships
required examination of the Debtors' liabilities, rights to
assets, extensive intercompany claims, and varying degrees of
entanglement.

To prevent these issues from posting a barrier to the efficient
conclusion of these Chapter 11 cases, the Debtors and the
Creditors Committee determine that a resolution was necessary if
a Chapter 11 plan for any Debtor were to succeed and before any
distributions to creditors could be made.  Moreover, these issues
would also require resolution in the event that the Court were to
convert any of these cases to a Chapter 11 liquidation.

For almost two years, Mr. Bienenstock reports that the Debtors
and the Creditors Committee, along with the ENA Examiner, engaged
in extensive, arm's-length and good faith negotiations to develop
a joint Chapter 11 plan for all of the Debtors.  The global
compromise is the product of these efforts and creates certainty
as to the assets and liabilities of each Debtor's estate.  The
global compromise is premised on a settlement, rather than
litigation, of numerous inter-Debtor claims, disputes and causes
of action.  According to Mr. Bienenstock, the global compromise
resolves, among other things, issues regarding substantive
consolidation, inter-Debtor accounts and notes, inter-Debtor
asset disputes and inter-Debtor causes of action.

In effect, Mr. Bienenstock tells the Court that the global
compromise represents a series of linked concessions by all
creditors and each of the Debtors in favor of each other to
determine the assets and liabilities of each Debtor.

Without the global compromise, it is virtually assured that
creditors will receive smaller distributions than they would
receive under the global compromise given the massive and costly
litigation and delay that undoubtedly would ensue.  Moreover, the
Debtors' estates would be embroiled in protracted and costly
litigation that would serve only to prolong the ultimate
distributions to creditors and reduce the creditors' recoveries.  
The Debtors believe that it would take a minimum of five years to
litigate the issues resolved under the global compromise, and
possibly seven to eight years if appeals are filed.

The global compromise includes these provisions:

   (a) The agreement to base distributions to Creditors on a
       formula pursuant to which, for Creditors other than those
       of the Portland Debtors, distributions will be made as if
       holders of an Allowed Claim were given the sum of (1) 70%
       of the distribution the holder would receive if the
       Debtors, other than the Portland Debtors, were not
       substantively consolidated, and (2) 30% of the
       distribution the holder would receive if all of the
       Debtors' estates, other than those of the Portland
       Debtors, were substantively consolidated in a
       hypothetical scenario, but notwithstanding this
       distribution formula, one-half of Allowed Guaranty Claims
       were included in the calculation;

   (b) Subject to certain cash elections for particular estates,
       creation of a common currency ultimately available to pay
       unsecured claims against each Debtor's estate, which
       common currency adds value to all distributions;

   (c) The resolution of Intercompany Claims and other
       inter-estate issues to give holders of Allowed
       Intercompany Claims 70% of the distribution the Debtor
       would receive if the Debtors were not substantively
       consolidated, and no distribution under the hypothetical
       substantive consolidation scenario;

   (d) The waiver of potential inter-Debtor remedies, like the
       potential disallowance, subordination, or
       recharacterization of Intercompany Claims, and any
       affirmative claims or causes of action one Debtor may
       maintain against any other Debtor;

   (e) The resolution of certain asset-ownership disputes
       between Enron and ENA, whereby:

       (1) the net economic equity value of Enron Canada will
           be deemed to be an ENA asset;

       (2) the net economic preferred equity value of RMTC
           will be deemed to be an Enron asset;

       (3) 50% of the net economic value of CPS will be deemed
           to be an Enron asset and 50% will be deemed to be an
           ENA asset; and

       (4) the net economic equity value of Bridgeline Holdings
           will be deemed to be an ENA asset; and

   (f) The resolution of inter-estate issues regarding rights to
       certain claims and causes of action, including providing
       that:

       (1) each Debtor will retain the benefits of its single-
           Debtor claims or causes of action for its Creditors
           subject to the 30/70 distribution formula;

       (2) proceeds of avoidance actions that could have been
           commenced and prosecuted by two Debtors will be
           shared;

       (3) certain significant claims and causes of action will
           be deemed to be owned by Enron, subject to the 30/70
           distribution formula; and

       (4) a portion of the distributions to be made on account
           of Allowed Enron Guaranty Claims resulting from
           recoveries on Litigation Trust Claims and Special
           Litigation Trust Claims will be reallocated in
           accordance with this formula:

              (i) 80% of the distributions will be retained by
                  holders of the Allowed Enron Guaranty Claims;
                  and

             (ii) 20% of the distributions will be deemed
                  redistributed to holders of General Unsecured
                  Claims, if any, against the subsidiary Debtor
                  that is the primary obligor corresponding to
                  the Allowed Enron Guaranty Claims.

           To the extent a holder of an Allowed Enron Guaranty
           Claim also holds a General Unsecured Claim for the
           primary obligation against the subsidiary Debtor,
           the General Unsecured Claim will be excluded from the
           redistribution under part (ii). (Enron Bankruptcy News,
           Issue No. 110; Bankruptcy Creditors' Service, Inc.,
           215/945-7000)


FERRELLGAS PARTNERS: Fitch Assigns BB+ Rating to Senior Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Ferrellgas Partners,
L.P.'s $50 million issuance of 8.75% senior notes due 2012, issued
jointly and severally with its special purpose financing
subsidiary Ferrellgas Partners Finance Corp.

Proceeds from the note issuance will be downstreamed to
Ferrellgas, L.P. (FGLP: senior unsecured debt rated 'BBB'; Rating
Outlook Negative by Fitch) and used to repay outstanding credit
facility borrowings. The senior notes were sold at a premium of
103.25, bringing the effective yield to maturity down to 8.057%.
The Rating Outlook is Negative.

FGP's 'BB+' rating recognizes the subordination of its debt
obligations to approximately $784 million 'BBB' rated unsecured
debt of the operating limited partnership. In addition, Fitch's
assessment incorporates the underlying strength and scale of its
retail propane distribution network, broad geographic reach, track
record of customer retention and ability to maintain unit margins
even during past wholesale price spikes

The Negative Rating Outlook reflects Fitch's expectation that key
credit measures will remain weak relative to FGP's rating in the
near-term due to the negative affect of recent warmer than normal
weather on FGLP's core propane distribution operations and the
initial leveraging impact of its recent $343 million transaction
with Blue Rhino Corp., which merged the company's propane cylinder
exchange assets into FGLP. Since the transaction closed in April
2004, it remains too early to gauge the resulting operating and
financial performance of the merged company. RINO's capacity to
continue its robust historical growth rate and FGLP's ability to
extract expected synergies from the business combination remains
uncertain.

To maintain current rating levels, FGLP will need to continue
effectively operating its core propane distribution business,
profitably grow RINO's cylinder exchange operations and extract
reasonable synergies. Given that RINO's operations represent a
departure from FGP's core business, Fitch believes the RINO
purchase presents a medium degree of integration risk.


FINLAY FINE: 8-3/8% Senior Note Tender Offer Expires
----------------------------------------------------
Finlay Fine Jewelry Corporation, a wholly-owned subsidiary of
Finlay Enterprises, announced that its offer to purchase for cash
any and all of Finlay Jewelry's $150 million outstanding principal
amount of its 8-3/8% Senior Notes due 2008 expired at 12:00
midnight, New York City Time, on June 4, 2004, and has not been
extended.

On May 7, 2004, Finlay Enterprises and Finlay Jewelry each
commenced cash tender offers and consent solicitations relating to
any and all of Finlay Enterprises' outstanding Debentures and
Finlay Jewelry's outstanding Notes. On June 3, 2004, Finlay
Enterprises purchased approximately 79% of the outstanding
Debentures and Finlay Jewelry purchased approximately 98% of the
Notes, which Debentures and Notes were tendered pursuant to the
tender offers and consent solicitations prior to expiration of the
consent solicitations on May 19, 2004. As previously announced,
Finlay Enterprises and Finlay Jewelry have each called for
redemption on July 2, 2004 all of the Debentures and
Notes that remain outstanding.

Finlay Enterprises, Inc., through its wholly-owned subsidiary,
Finlay Fine Jewelry Corporation, is one of the leading retailers
of fine jewelry and the largest operator of leased fine jewelry
departments in department stores throughout the United States. The
number of locations at the end of the first quarter of 2004
totaled 970.

                      *   *   *

As reported in the Troubled Company Reporter's May 25, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to New York-based Finlay Fine Jewelry Corp.'s proposed $200
million senior unsecured notes due 2012, to be issued under Rule
144A with registration rights. Proceeds of the offering plus
borrowings under the company's revolving credit facility will be
used to redeem the company's outstanding $150 million senior notes
due 2008 and Finlay Enterprises Inc.'s (holding company) $75
million senior debentures due 2008.

At the same time, Standard & Poor's affirmed its outstanding
ratings on the company, including the 'BB-' corporate credit
rating. The outlook is stable.

"The ratings reflect the discretionary and seasonal nature of the
retail jewelry industry, intense competition, significant host
store concentration, and the company's leveraged capital
structure," said Standard & Poor's credit analyst Ana Lai. "These
factors are partially offset by Finlay's good market position as
the largest operator of licensed jewelry departments in department
stores, operating 970 units in 46 states."


FLEMING: Issues Final Report On PACA Claim Objections & Payments  
----------------------------------------------------------------
Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, PC, in Wilmington, Delaware, reports that the Fleming
Companies, Inc. Debtors completed their reconciliation of all
claims under the Perishable Agricultural Commodities Act, the
Packers and Stockyards Act, and similar state statutes.

The Debtors contend that portions of 353 PACA Claims are
ineligible, including:

                                      Amount       Amount
   Claimant                          Claimed     Ineligible
   --------                          -------     ----------
   A & Z Produce                  $50,413.15      $3,853.50
   A Duda & Sons, Inc.             68,785.31       8,277.41
   American Farms Produce         106,493.60     106,493,60
   Avomex, Inc.                    27,434.00      15,058.50
   Birds Eye Foods                763,160.48      39,935.44
   Borg Produce Pacific           636,511.39      46,793.66
   C&C Produce Co., Inc.          448,803.11      14,010.14
   Calavo Growers, Inc.            60,572.00       7,809.70
   CollmatPacific Corp.            54,570.31       3,708.76
   Crystal Farms Ref.           1,899,870.91     834,870.91
   Dimetri Gardikas Produce         2,360.00       2,360.00
   DNE World Fruit Sales          263,037.66       1,490.76
   Dole Fresh Fruit             2,315,976.29      43,137.03
   Eggs Hawaii, Inc.              178,272.41     178,272.41
   Fish House Foods, Inc.          28,270.41      28,270.41
   Four Seasons                   878,988.28       6,132.25
   Fresh Express, Inc.          1,192,741.60      40,118.37
   Frio Valley Farms              251,498.50      33,098.00
   Gable Enterprises               28,483.54      28,483.54
   Gold'n Plump Farms, LP       1,016,158.33     186,990.97
   Goodness Greeness               20,618.43      10,066.49
   Growers Express                319,313.83      15,677.61
   H Brooks                     3,611,584.30     163,152.30
   H P Nernenz Foods               39,396.91      39,396.91
   Hams Produce Co.                31,938.50      23,986.50
   Hartley's Wholesale            112,202.30      40,329.45
   Hilo Products                    6,782.99       6,782.99
   Horizon                         32,097.87       1,104.43
   J R Simplet Co.                193,864.61     184,892.45
   Klement Sausage Co.            143,610.76     143,610.76
   L & M Companies, Inc.          185,537.19      20,186.55
   Larsen Farms, Inc.             255,256.55      22,215.20
   Manny Lawrence Sales Co.        79,068.75      38,819.80
   Maud Farmers Coop. Exch.        19,162.10      19,162.10
   McCain Foods                    46,634.70      33,360.76
   Melissa's World Variety        275,857.90      36,857.90
   Mrs. Gerry's Kitchen           121,722.70     102,772.80
   Mucci Internatl. Mktg.         208,904.50      24,804.00
   Nestle USA                   2,229,428.72   2,220,923.46
   NORPAC Foods, Inc.             660,339.81     260,440.89
   North Side Banana               26,689.24      26,689.24
   Paramount Export Co.           509,862.33      18,573.39
   Pictsweet Frozen Foods         646,560.34      33,866.95
   Pride Packing                   17,659.42      17,659.42
   Produce Exchange, Inc.       1,784,106.56      77,158.71
   Sage Marketing, LLC            569,155.58      16,717.98
   Sierra Produce                 478,407.51      24,255.18
   Silver Springs Citrus           65,857.75      65,857.75
   SPARBOE Agricultural           243,991.30     187,768.15
   Steinbeck Country Produce      173,343.38       6,308.35
   Standard Fruit & Veg.          849,636.40      23,730.99
   Sunkist Growers, Inc.          385,208.54      37,830.02
   Taylor Farms                   437,445.20      22,339.34
   Twin City Foods, Inc.          186,360.65      92,723.52
   United Fruit & Produce         267,919.35      10,005.15
   Wilkinson Cooper Prod.          25,505.10      11,820.80
   William Roe & Sons             305,011.52      10,932.93
   WM Bolthouse Farms             171,023.85      12,926.97
   XO Produce, Inc.               207,823.10          20.00
   You Produce, Inc.               16,974.50       1,764.00

                     Silver Springs Objects

Silver Springs Citrus, Inc., represented by Kevin J. Mangan,
Esq., at Monzack and Monaco, PA, in Wilmington, Delaware, insists
that its entire claim is entitled to administrative priority
under PACA.  Since the Debtors did not explain why its claim is
PACA ineligible, Silver Springs reserves its right to supplement
its objection.

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


FLEXTRONICS: Will Acquire 55% of Hughes Software Systems
--------------------------------------------------------
Flextronics (Nasdaq: FLEX), The DIRECTV Group, Inc. (NYSE: DTV),
and Hughes Network Systems, Inc. (a wholly-owned subsidiary of
DIRECTV) announced that they have signed an agreement whereby
Flextronics will acquire Hughes Network Systems' entire ownership
stake of fifty-five percent (55%) in Hughes Software Systems
(HSS), a leading provider of software products and services to
telecom infrastructure companies.

HSS' shares trade in India on the Bombay Stock Exchange (BSE:
532266) and the National Stock Exchange (NSE: HUGHESSOFT). Some of
its customers include many of the world's largest telecom
companies. HSS reported revenue of Rs3,604 million (approximately
US$80 million) and net income of Rs769 million (approximately
US$17 million) in its fiscal year ended March 31, 2004. Revenues
grew approximately 63% in fiscal 2004 and are expected to grow
approximately 25% in fiscal 2005.

HSS provides convergent software solutions for fixed and mobile
networks for both voice and data. Its products and services span a
variety of domains, such as optical networks, wireless networks,
satellite networks, switching systems, convergent networks and
broadband networks. HSS' product portfolio includes protocol
stacks and value-added frameworks and are comprised of licensable
technologies focused on Voice over Packets (VoP), SS7, broadband
and wireless (GPRS/UMTS) products that provide customers with open
architecture solutions.

This innovative combination of products and services offered by
Flextronics and HSS will provide a complete outsourcing solution
to telecom Original Equipment Manufacturers (OEMs). A telecom
product can require the following end-to-end supply chain
outsourcing services during its development life cycle:

-- Engineering Services:  includes industrial and mechanical
   design, hardware design, embedded and application software
   development, semiconductor design, PCB design, optical design,
   tooling design, electronic system design, system validation,
   and test development.

-- System Assembly and Manufacturing:  manufacturing services
   includes printed circuit board assembly (PCBA), full systems
   assembly and integration, the fabrication and assembly of
   plastic and metal enclosures, the fabrication of printed
   circuit boards and backplanes and the fabrication and assembly
   of photonics components.

-- Logistics Services: includes freight forwarding,
   rehousing/inventory management and outbound/e-commerce
   solutions to move products through a global supply chain
   network.

-- After-Market Services:  includes repair and warranty services
   as well as network and communications installation and
   maintenance.

By partnering with HSS, the premier telecom software company in
India, Flextronics is the first EMS provider to offer embedded and
application software development for telecom infrastructure
products and customers. Flextronics can now provide a complete
outsourcing solution to telecom OEMs.

"This partnership should offer significant opportunities to cross-
sell our respective products and services to a very complimentary
telecom customer base," said Michael E. Marks, chief executive
officer of Flextronics.  He added, "We are committed to expanding
design services into every product area where we have a
manufacturing presence. HSS will enable us to move quickly into
the telecom infrastructure space. We are thrilled to have this
opportunity."

"We are very excited about the prospect of creating more value for
our customers," stated Arun Kumar, President and Managing Director
of HSS. He further said, "We believe by teaming with Flextronics,
HSS will be better positioned to enhance our offerings. The
transaction will also present our employees with opportunities for
growth on a more global scale."

Flextronics will pay Rs547 per share, with total cash
consideration paid to Hughes Networks Systems of approximately
US$226 million. Subject to regulatory approval, the transaction is
expected to close no later than October 2004.  Pursuant to Indian
securities regulations, Flextronics is required to make an open
offer on or about June 11, 2004 to purchase an additional twenty
percent (20%) of the shares outstanding from the remaining
shareholders at a price no less than Rs547. There is no obligation
for shareholders to accept this open offer and there is no
assurance that any shares will be offered for sale to Flextronics.
The approximate total purchase price of US$226 million to be paid
to Hughes Network Systems, along with the open offer of US$82
million, assuming an offer price of Rs547, is required to
be funded by Flextronics on the date the open offer is initiated.

Flextronics was advised by Citigroup Global Markets, Inc. and its
affiliate Citigroup Global Markets India Pvt Ltd., while The
DIRECTV Group and its subsidiaries were advised by DSP Merrill
Lynch Limited.

                         About DIRECTV

The DIRECTV Group, Inc. is a world-leading provider of digital
multichannel television entertainment, broadband satellite
networks and services, and global video and data broadcasting. The
DIRECTV Group, Inc. is 34 percent owned by Fox Entertainment
Group, which is approximately 82 percent owned by News Corporation
Ltd.

               About Hughes Software Systems (HSS)

Hughes Software Systems is an end-to-end communication solutions
provider of software products and services to more than 250
customers worldwide in the telecom domain. Assessed at SEI-CMMI
Level 5, HSS has been an ISO 9001 company since 1996. Development
centers are located in Gurgaon and Bangalore, India, and
Nuremberg, Germany. HSS has sales and support operations in 10
international locations and has approximately 2400 employees
worldwide. HSS has won many awards, including:  2002 Internet
Telephony Product of the Year (SIP Server Framework), 2002 Top 10
most respected IT companies in India (Business World), 2003
Communications Solutions Product of the Year (SIP Server
Framework), 2003 Top 25 Indian company for excellence in corporate
governance (ICSI) and 2003 featured company on best employers list
for second year in a row (Business Today/Hewitt Associates). For
more information, please visit http://www.hssworld.com/

                       About Flextronics

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services (EMS) provider focused on delivering
operational services to technology companies. With fiscal year
2004 revenues of USD$14.5 billion, Flextronics is a major global
operating company with design, engineering, manufacturing, and
logistics operations in 29 countries and five continents. This
global presence allows for manufacturing excellence through a
network of facilities situated in key markets and geographies that
provide customers with the resources, technology, and capacity to
optimize their operations. Flextronics' ability to provide end-to-
end operational services that include innovative product design,
test solutions, manufacturing, IT expertise, network services, and
logistics has established the Company as the leading EMS provider.
For more information, please visit  http://www.flextronics.com/

                    *     *     *

As reported in the Troubled Company Reporter's February 27, 2004
edition, Fitch Ratings has initiated coverage of Flextronics
International Ltd. The company's senior subordinated notes are
rated 'BB+'. The Rating Outlook is Stable. Approximately $1.1
billion of debt is affected by Fitch's action.

The ratings reflect Flextronics' leading position in the
electronics manufacturing services industry, relatively stable
operating metrics through the recent information technology
downturn, financial flexibility related to its conservative
capital structure and solid liquidity, and a strong and consistent
management team. Also considered is Flextronics' consistent
operating and free cash flow from continued reductions in
industry-leading cash conversion days and restrained capital
spending.

The Stable Outlook reflects sound prospects for improving
operating profitability, driven by a better pricing environment,
continued cost benefits from past restructurings, higher capacity
utilization rates from expected volume increases, and some
operating leverage from its printed circuit board fabrication
operations, which has experienced improved demand and stabilized
pricing the past few quarters.

Ratings concerns center on Flextronics' heavy reliance on lower
margin end-markets, risks associated with diversifying and
expanding service offerings, the company's historically
acquisitive nature, and weak pricing for its lower mix products.
Additionally, Flextronics' recently announced transaction with
Nortel, if consummated, would add approximately $2 billion of
higher-margin annual revenues, one of the largest EMS contracts
ever awarded. However, the deal also would involve significant
operating and execution risks, and could cause cash conversion
days to increase.


FOOTSTAR INC: Director Terry R. Lautenbach Dies at 65
-----------------------------------------------------
Footstar, Inc. regrets to report the death of director Terry R.
Lautenbach in New York last week. He was 65 years old.

Dale W. Hilpert, Chairman, President and Chief Executive Officer,
commented, "We are deeply saddened by this unexpected and untimely
loss. Although I have only known Terry for a short time, he was
instrumental in my decision to join Footstar. We will sorely miss
his intellect, sound judgment and commitment to see the Company
take the best course of action for all of its stakeholders."

Mr. Lautenbach served on Footstar's Board since 1996, following
the spin-off of the footwear businesses in 1996 from Melville
Corporation. In addition, Mr. Lautenbach served as Chairman of the
Compensation Committee and on the Corporate Governance Committee.

A retired Senior Vice President of IBM Corporation, Mr. Lautenbach
was also a director of CVS Corporation and Varian Medical Systems,
Inc.

                     About Footstar, Inc.

Footstar, Inc. -- http://www.footstar.com/--which filed for  
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.: 04-
22350) on March 3, 2004, is a leading footwear retailer. As of May
1, 2004, the Company operates 2,498 Meldisco licensed footwear
departments nationwide and 36 Shoe Zone stores. The Company also
distributes its own Thom McAn brand of quality leather footwear
through Kmart, Wal-Mart and Shoe Zone stores.

Paul M. Basta, Esq. of Weil Gotshal & Manges represents the debtor
in its restructuring efforts. When the company filed for
bankruptcy protection, it listed total assets of $762,500,000 and
total debts of $302,200,000.


FORT HILL: Hires Cushman & Wakefield as Market Valuation Advisor
----------------------------------------------------------------
Fort Hill Square Associates and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, for permission to employ and retain Cushman & Wakefield
of Massachusetts, Inc., as their Market Valuation Advisor.

The Debtors' real properties are known as One and Two
International Place in Boston's financial district.  Since
completion, International Place has been and continues to be
Boston's premier office address.

On or about April 2, 2004, IP Company acquired TIAA's position as
mortgagee of International Place. IP Company is an entity owned
and controlled by Tishman Speyer Properties of New York, New York.

Since its acquisition of TIAA's position, Tishman Speyer has made
it clear that it intends to utilize the FHS Notes and Mortgage to
take over ownership and control of International Place. Tishman
Speyer's acquisition of the FHS Notes and mortgage, through IP
Company, has created substantial uncertainty in the marketplace
concerning the future of International Place. This uncertainty has
adversely impacted the Debtors' efforts to close on pending leases
and to secure new tenants.

Throughout these bankruptcy proceedings, the Debtors say they will
make sure International Place remains the premier office address
in Boston.

The Debtors believe that the value of International Place will be
disputed and represents a central issue in its restructuring.
Accordingly, the retention of a professional to provide expert
advice about the value of International Place is vital to the
Debtors' efforts to reorganize.

Randell L. Harwood, the managing director of Cushman & Wakefield's
Valuation Services Group in New England, will oversee the firm's
engagement with Debtors and focus on market valuation.

Cushman & Wakefield will:

   a. prepare a complete appraisal, as defined by the Uniform
      Standards of Professional Appraisal Practice, of
      International Place;

   b. provide an estimate of the market value of International
      Place;

   c. provide alternative valuation scenarios and other
      valuation consulting on an as needed basis; and

   d. provide litigation support services including, expert
      testimony, attendance at meetings or conferences,
      preparation of critiques of opposing experts' reports or
      testimony, preparation of rebuttal reports, forensic real
      property investigations, additional research or financial
      modeling, document reviews, assistance in preparing cross
      examination, our own file review and preparation of direct
      testimony, preparation of trial exhibits, assistance in
      preparing pre or post-trial memoranda on an as needed
      basis.

Cushman & Wakefield will charge $30,000 to prepare a valuation
model and expert report.  Additionally, the firm will charge for
any additional litigation support services on actual time
incurred:

         Designation               Billing Rate
         -----------               ------------
         Managing Directors        $350-$400 per hour
         Senior Appraiser          $250 per hour
         Associate                 $200 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.


FORTUNE NATURAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fortune Natural Resources Corporation
        515 West Greens Road, Suite 720
        Houston, Texas 77067

Bankruptcy Case No.: 04-14112

Type of Business: The Debtor explores, develops and produces oil
                  and gas properties in the United States Gulf
                  Coast.

Chapter 11 Petition Date: June 1, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsels: Douglas S. Draper, Esq.
                   Leslie A. Collins, Esq.
                   Heller, Draper. Hayden, Patrick & Horn
                   650 Poydras Street, Suite 2500
                   New Orleans, LA 70130
                   Tel: 504-581-9595
                   Fax: 504-525-3761

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
McConnaughy, Carolyn                       $250,000

McConnaughy, Jr., John E.                  $250,000

Morris Holdings Investments                $200,000

Prime Operating Company                    $175,000

Roselle, Joseph                            $150,000

Baird, Sherrill M.                         $150,000

Kiser Living Trust, Willard J.             $100,000

Haight, Dwight                             $100,000

Haight, George P.                          $100,000

Alec G. Land and Frances H. Land,           $75,000
Trustee

Kiser, John L. and Sharon L.                $50,000

Phillips Trust, Sam & Barbara C.            $50,000

Charles Schwab & Co. FBO                    $50,000

Friedman, Barry A.                          $50,000

Timbanard Trust, JoAnn                      $50,000

Maser, Richard                              $50,000

Bader, Suzanne                              $50,000

Cranmer, Richard J.                         $50,000

Portelly, Janet M.                          $50,000

Mignatti, Robert A.                         $50,000


GEO SPECIALTY: Creditors' Meeting Held & Concluded on June 4
------------------------------------------------------------
The United States Bankruptcy Clerk sent an erroneous notice to GEO
Specialty Chemicals, Inc.'s creditors advising that the first
meeting of creditors would be held later this month.  In fact, the
U.S. Trustee convened and concluded that meeting on June 4, 2004.

A meeting of creditors is required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.  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


GEO SPECIALTY: Gets Nod to Continue Hiring Ordinary Course Profs
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave its
nod of approval to GEO Specialty Chemicals, Inc., and its debtor-
affiliate, GEO Specialty Chemicals Limited, to continue the
employment of the professionals they utilize in the ordinary
course of their businesses.

The Debtors employ professionals to render services to their
estates that include:

   (i) tax preparation and other tax advice;

  (ii) legal services with regard to:

       (a) routine litigation,

       (b) collection matters,

       (c) reimbursement and regulatory matters,

       (d) government investigations,

       (e) acquisitions and divestitures,

       (f) employee benefits and personnel related matters and
           other corporate matters,

       (g) real estate issues; and

(iii) other matters requiring the expertise and assistance of
       professionals.

The Debtors maintain substantial operations in various locations
within and outside the United States. As a result, prior to the
Petition Date, the Debtors utilized many professionals in the
United States, France and the United Kingdom, in order to provide
the Services required on a day-to-day basis to manage the affairs.

The Court permitted authorized the Debtors to pay each Ordinary
Course Professional, without a prior application to the Court by
such professional, 100% of the fees and disbursements incurred,
upon the submission of an appropriate invoice setting forth in
reasonable detail the nature of the services rendered as long as
the fee does not exceed $25,000 per month.

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.


GRILL ONE LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grill One LLC
        dba Michael Forbes Grill
        5200 West 95th Street
        Prairie Village, Kansas 66207

Bankruptcy Case No.: 04-22269

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

Chapter 11 Petition Date: May 27, 2004

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Erlene W. Krigel, Esq.
                  Krigel and Krigel PC
                  4550 Belleview
                  Kansas City, MO 64111
                  Tel: 816-756-5800

Total Assets: $65,962

Total Debts:  $1,246,091

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Union Bank                    Business Loan             $756,618
P.O. Box 419655               Value of Collateral:
Kansas City, MO 64141-6655    $47,000
                              Net Unsecured:
                              $709,618

US Food Service               Business Debt              $83,314

C Rodney LaMothe              Business Debt              $61,993

Tri Century Bank              Net Unsecured:             $50,000
                              $47,000

Johnson County Management LLC                            $20,071

McGonigles                    Business Debt              $16,062

Roberts Dairy Company         Business Debt              $15,104

American Express              Business Credit Card       $12,231

Kansas Department of Revenue  Sales Tax                  $10,049

Kansas City Star              Business Debt               $6,460

Fabulous Fish                 Business Debt               $5,472

Capital One                   Business Debt               $4,378

Excel                         Business Debt               $3,825

United Healthcare             Insurance                   $3,006

Auto-Chlor of Kansas Inc.     Lease of Dishwashing        $2,899
                              Machines

Johnson County Treasurer      Personal property tax       $2,703

Earthgrains Baking Co.        Business Debt               $2,321

Qual Serv                     Business Debt               $2,310

RL Schreiber Inc.             Business Debt               $2,202

First Bankcard                Business Debt               $1,997


HALE-HALSELL: Wants to Stretch Lease Decision Period to July 1
--------------------------------------------------------------
Hale-Halsell Company asks for more time from the U.S. Bankruptcy
Court for the Northern District of Oklahoma to determine whether
it should assume, assume and assign, or reject its unexpired
nonresidential real property leases.

The Debtor reports that due to the complexity of their chapter 11
case the current deadline is just not sufficient to analyze leases
in light of other demands and obligations it is currently dealing
with.

The Debtor assures the Court that the lessors will not suffer any
harm if the lease decision period is extended to July 1, 2004.  

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: Committee Wants to Hire Berman Deleve as Attorneys
----------------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in Havens
Steel Company's chapter 11 case, asks for permission from the U.S.
Bankruptcy Court for the Western District of Missouri, Western
Division, to retain and employ Berman, Deleve, Kuchan & Chapman,
LC as its general counsel.

As the Committee's legal counsel in the Debtor's chapter 11
proceeding, Berman Deleve will:

   a. provide legal advice with respect to its duties,
      responsibilities and powers in this case;

   b. assist in the investigation of the acts, conduct, assets,
      liabilities and financial condition of the Debtor;

   c. assist and participation in the formulation of the
      Debtors' disclosure statement and plan of reorganization;

   d. provide legal advice with respect to any of the Debtors'
      proposed plans regarding financing, acquisition or
      disposition of assets;

   e. provide legal advice with respect to the prosecution of
      claims against third parties;

   f. provide legal advice and representation, if appropriate,
      with respect to the appointment of a trustee or examiner,
      if such actions become necessary, or any other legal
      proceedings involving the interests represented by this
      Committee;

   g. represent the Committee before this Court;

   h. respond on behalf of the Committee to requests for
      information from creditors and other parties in interest;
      and

   i. perform other legal services as may be required by the
      Committee.

Berman Deleve's normal hourly billing rates are:

            Designation      Billing Rate
            -----------      ------------
            partners         $200 per hour
            associates       $185 per hour
            paralegals       $75 per hour

Ronald S. Weiss, Esq., assures the Court that the firm is a
"disinterested person" within the meaning of Section 327(a) of the
Bankruptcy Code.

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.


HEALTHSOUTH: Extends Consent Solicitations Through June 11, 2004
----------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that it is
extending its solicitation of consents from holders of its 6.875%
Senior Notes due 2005, 7.375% Senior Notes due 2006, 7.000% Senior
Notes due 2008, 8.375% Senior Notes due 2011, and 7.625% Senior
Notes due 2012 until 11:59 p.m., New York City Time, on June 11,
2004.

The Company continues to negotiate with its Noteholders and looks
forward to completing these consent solicitations on a fair and
commercially reasonable basis in order to facilitate its
continuing restructuring efforts.

The Company has agreed to pay $13.75 per $1,000 principal amount
to holders of its 6.875% Senior Notes due 2005, 7.375% Senior
Notes due 2006, 7.000% Senior Notes due 2008, 8.375% Senior Notes
due 2011 and 7.625% Senior Notes due 2012 who deliver valid and
unrevoked consents prior to the expiration of the consent
solicitations, subject to the proposed amendments to the
indentures becoming operative.

Each holder of notes who consents to the proposed amendments will
also be waiving all alleged and potential defaults under the
indentures arising out of events occurring on or prior to the
effectiveness of the proposed amendments. Consents for any series
of notes may be revoked at any time prior to the date on which the
trustee under the indenture for that series receives evidence that
the requisite consents have been obtained.

                     About HealthSouth

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com/


INFOUSA INC: Acquires Edith Roman Companies
-------------------------------------------
infoUSA (Nasdaq:IUSA), the leading provider of proprietary
business and consumer databases and sales leads, announced the
acquisition of The Edith Roman Companies. Edith Roman, founded in
1956, is a highly respected and prominent list brokerage and
management firm. The combination of Edith Roman with infoUSA's
subsidiary, Walter Karl, will create the industry's largest list
brokerage, list management and email marketing company.

Ed Mallin, President, Walter Karl, commented, "We are very excited
about joining two of the oldest and most successful list companies
in the industry. This will enable our combined company to offer an
unsurpassed array of products and services to an expanded customer
base. It will also offer tremendous cross selling opportunities
for the entire suite of infoUSA and Donnelley database products,
including New Homeowners, New Movers, New Businesses and
Bankruptcy Filings, as well as email data and business and
consumer data."

Steven and Wayne Roberts, co-owners of Edith Roman, stated, "We
are thrilled to be part of the infoUSA family, and are confident
that this combination will offer our customers a tremendous
advantage in providing additional proprietary databases, database
marketing solutions and email technology."

                       About infoUSA

infoUSA -- http://www.infoUSA.com/-- founded in 1972, is the  
leading provider of business and consumer information products,
database marketing services, data processing services and sales
and marketing solutions. Content is the essential ingredient in
every marketing program, and infoUSA has the most comprehensive
data in the industry, and is the only company to own a proprietary
database of 250 million consumers and 14 million businesses under
one roof. The infoUSA database powers the directory services of
the top Internet traffic-generating sites, including Yahoo!
(Nasdaq:YHOO) and America Online. Nearly 3 million customers use
infoUSA's products and services to find new customers, grow their
sales, and for other direct marketing, telemarketing, customer
analysis and credit reference purposes. infoUSA headquarters are
located at 5711 S. 86th Circle, Omaha, NE 68127 and can be
contacted at 402-593-4500.

                        *   *   *

As reported in the Troubled Company Reporter's May 20, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB'
ratings and recovery ratings of '4' to infoUSA Inc.'s $250 million
of senior secured credit facilities, indicating a marginal
recovery (25%-50%) of principal in the event of a default.

In addition, Standard & Poor's affirmed its 'BB' corporate credit
rating on the Omaha, Nebraska-headquartered company. The outlook
is stable.

"The ratings on infoUSA Inc. reflect the company's meaningful pro
forma debt levels, moderate-size operating cash flow base and
competitive market conditions, including competition from
companies that have greater financial resources," said Standard &
Poor's credit analyst Donald Wong. "These factors are tempered by
infoUSA's historical operating cash flow margins in the mid-to
high-20% range, free operating cash flow generation, strong niche
market positions, a broad product and service offering distributed
through numerous channels to a diverse base of businesses, and
a significant portion of sales derived from existing or former
customers."


INTEGRATED HEALTH: Wants More Time To Move Lawsuits to Delaware
---------------------------------------------------------------
To recall, IHS Liquidating, LLC, asked the Court to extend the
period within which it may file notices of removal of civil
actions pending on the Petition Date, through and including
June 4, 2004.  According to Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, in Wilmington, Delaware, a
certification of no objection has been filed with the Court and
an order approving the request is presently pending.

IHS Liquidating now asks the Court to further extend its Removal
Period through and including August 4, 2004.

Mr. Morton explains that, because of the size, complexity and
pace of Integrated Health Services, Inc.'s cases, IHS Liquidating
has not had a full opportunity to investigate IHS' involvement in
prepetition actions.  The attention of IHS Liquidating's personnel
and management has been focused primarily on transition into its
new role as administrator of the trust assets as the IHS Plan
became effective.

The Court will convene a hearing on July 7, 2004 to consider IHS
Liquidating's request.  By application of Del.Bankr.LR 9006-2,
IHS Liquidating's deadline to remove actions is automatically
extended through the conclusion of that hearing.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


INTERNATIONAL WIRE: Has Until August 31 to Decide on Leases
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District of
New York, International Wire Group, Inc., and its debtor-
affiliates obtained an extension of their lease decision period.  
The Court gives the Debtors until the earlier of:

   a) August 31, 2004, and

   b) the confirmation of a chapter 11 plan of reorganization,

to decide whether to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

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.


JB OXFORD: Ameritrade to Buy Online Retail Accounts for $26 Mil.
----------------------------------------------------------------
Ameritrade Holding Corporation (Nasdaq:AMTD) and JB Oxford
Holdings, Inc (Nasdaq:JBOH) announced that Ameritrade, Inc., a
subsidiary of Ameritrade Holding Corporation, has signed a
definitive agreement to purchase the online retail accounts of JB
Oxford & Company, a subsidiary of JB Oxford Holdings, Inc.

JB Oxford has approximately 50,000 client accounts of which
approximately 27,000 accounts would be Qualified Accounts.  
Ameritrade defines a "Qualified Account" as an account with a
total liquidation value greater than or equal to $2,000.
Ameritrade expects that the acquisition will be immediately
accretive to its earnings. The purchase price will not exceed
$26 million. The transaction is expected to close this summer,
subject to regulatory approval and approval of JB Oxford Holdings,
Inc. shareholders.

As part of the transaction and prior to shareholder approval,
Third Capital Partners, LLC will convert its holdings of
convertible notes of JB Oxford Holdings, Inc. with an aggregate
principal amount of approximately $5.4 million into approximately
2 million shares of JB Oxford Holdings, Inc. common stock. Third
Capital Partners, LLC has agreed to vote these shares in favor of
the transaction, assuring approval by JB Oxford Holdings, Inc.'s
shareholders.

This transaction follows Ameritrade's recent acquisition of
Bidwell & Company in January 2004 and acquisition of accounts from
BrokerageAmerica in February 2004.

"Participating in seven M&A deals in our industry since early
2001, we continue to prove our ability to identify valuable
opportunities for clients and shareholders," said Joe Moglia,
chief executive officer of Ameritrade.

           About Ameritrade Holding Corporation

Ameritrade Holding Corporation has a 29-year history of providing
investment services to self-directed individuals. Ameritrade
develops and provides innovative products and services tailored to
meet the varying investing and portfolio management needs of
individual investors and institutional distribution partners. A
brokerage industry leader, Ameritrade, Inc.,(2) a subsidiary of
Ameritrade Holding Corporation, was recently recognized as a J.D.
Power and Associates Certified Call Center, the first in the
financial services industry. For more information, please visit
http://www.amtd.com/

             About JB Oxford Holdings, Inc.

JB Oxford Holdings, Inc. (Nasdaq:JBOH), through its JB Oxford &
Company and National Clearing Corp. subsidiaries, provides
clearing and execution services, and discount brokerage services
with access to personal brokers, online trading and cash
management. The company's one-stop financial destination at
http://www.jboxford.com/was developed to be the easiest, most  
complete way for consumers to manage their money. The site
features online trading, robust stock screening and portfolio
tracking tools as well as up-to-the-minute market commentary and
research from the world's leading content providers. JB Oxford has
branches in New York, Minneapolis and Los Angeles.

As reported in the Troubled Company Reporter's April 12, 2004
edition, JB Oxford Holdings, Inc. filed its Annual Report on Form
10-K on March 30, 2004 for the year ended December 31, 2003, in
which its independent auditors, Ernst & Young LLP, included an
explanatory paragraph on the Company's ability to continue as a
going concern.


KEY ENERGY: Withdraws Earnings Guidance For 2004
------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) announced that it is
withdrawing earnings forecasts for fiscal 2004

The Company announced that it is withdrawing all previous earnings
forecasts of operating results for 2004. The Company is doing so
in light of current uncertainties affecting the Company, including
the costs of the ongoing audit of the Company's 2003 financial
statements and restatement of prior years' financial statements,
bank and other lender waivers, ongoing Audit Committee and SEC
investigations, costs related to previously-announced management
changes and costs related to management consolidation in the
Company's Midland office. The Company anticipates that these costs
will include a charge in the second quarter, currently estimated
at approximately $16.4 million, arising in connection with the
termination of the Company's former Chief Executive Officer,
Francis D. John. Of this amount, $9.0 million represents a non-
cash charge for the write-off of the unamortized balance of Mr.
John's prepaid retention bonus, and the balance consists of
severance and other termination costs.

                     About the Company

Key Energy Services, Inc. is the world's largest rig-based,
onshore well service company. The Company provides diversified
energy operations including well servicing, contract drilling,
pressure pumping, fishing and rental tool services and other
oilfield services. The Company has operations in all major onshore
oil and gas producing regions of the continental United States and
internationally in Argentina, Canada and Egypt.


KEY ENERGY: Receives Default Notice from Senior Noteholders
-----------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) announced that it has
received a notice of default under its 6.375% and 8.375% Senior
Notes.

The Company previously disclosed on March 29, 2004, that the
Company's failure to file its 2003 Form 10-K report with the SEC
and deliver it to noteholders on or before March 30, 2004 was a
default under the Company's 6.375% senior Notes and its 8.375%
senior Notes. The Company has now received a notice from the
indenture trustee for such notes that gives the Company 90 days to
cure the default. The Company believes the notice may be defective
in certain respects and intends to engage in discussions with the
trustee about the notice. If the notice is effective and is not
withdrawn, the Company intends to seek waivers of the default from
the holders of each series of notes. Unless the default is cured
or waived within the cure period, the indenture trustee or the
holders of at least 25% of the outstanding principal amount of
each series of notes will have the right to accelerate the
maturity of such notes. There can be no assurance that any waivers
will be obtained. If maturity of the notes were accelerated, the
Company would not be able to pay the amounts due and such
acceleration would have a material adverse effect on the Company's
financial condition and liquidity. Failure to obtain the waiver
will also result in a default under the terms of the waiver of the
information delivery default under the Company's bank loans.

                    About the Company

Key Energy Services, Inc. is the world's largest rig-based,
onshore well service company. The Company provides diversified
energy operations including well servicing, contract drilling,
pressure pumping, fishing and rental tool services and other
oilfield services. The Company has operations in all major onshore
oil and gas producing regions of the continental United States and
internationally in Argentina, Canada and Egypt.


KMART CORPORATION: Proposes Cure Claim Settlement Procedures
------------------------------------------------------------
The Kmart Corporation Debtors have made enormous progress in
resolving the great majority of cure claims, which arose in
connection with their assumption of about 1,500 real estate leases
during the pendency of their Chapter 11 cases.  As of May 21,
2004, the landlords for the Assumed Locations had filed 3,549 cure
claims for $988,929,761.  The Debtors fully settled 3,189 of these
cure claims, leaving 360 cure claims -- aggregating $134,447,916
-- unresolved.

Andrew N. Goldman, Esq., at Wilmer, Cutler, Pickering, LLP, in
New York, relates that there are 127 cure claims that have been
settled in part, and the Debtors have made payment in cash in
full on account of these settled amounts.  Thus, from a
procedural posture, the Debtors have outstanding obligations to
limited aspects of these 127 claims.  The dollar amounts at issue
for the Remaining Disputed Cure Claims are relatively small,
generally ranging from $1,000 to $45,000.

Against this backdrop, the Debtors ask the Court to establish
procedures to aid all parties in resolving, on an expedited basis
and with little need for Court intervention, the Remaining
Disputed Cure Claims in a manner consistent with due process.

The Plan established a deadline by which cure claims related to
the Assumed Locations were to be filed, and thereafter dates by
which the Debtors were to object to these asserted cure claims.  
The Plan further provides that "any disputed Cure Claims shall be
resolved either consensually by the parties or by the Bankruptcy
Court.  Disputed Claims shall be set for status . . . with
separate evidentiary hearings to be set by the Bankruptcy Court
as needed."

The Debtors propose these Procedures be implemented to supplement
the claims resolution procedures already in place:

                     "Meet and Confer" Phase

   (1) Within 10 business days after the service of the order
       approving the Procedures, each holder of Remaining
       Disputed Cure Claim will file and serve the Debtors with a
       summary explanation of the component parts of its
       Remaining Disputed Cure Claim and attach all supporting
       documentation.  The Statement will contain appropriate
       contact information of the Claimant.  If a Claimant fails
       to file a Statement within the time allowed, the Debtors
       will submit an order to the Court at the next omnibus
       hearing without further notice, which would have the
       effect of expunging the Remaining Disputed Cure Claim;

   (2) Within 20 days after the Debtors' receipt of the
       Statement, the Debtors will meet and confer with each Cure
       Claimant that submits a Statement and attempt to settle
       each Remaining Disputed Cure Claim consensually; and

   (3) If the Debtors and a Claimant jointly determine that they
       are unable to resolve consensually the Remaining Disputed
       Cure Claim within the time provided, the Debtors will file
       and serve the Claimant with a response to the Statement
       within 10 business days.  The Debtors' response will
       contain a summary of their objection.  The parties will
       then move on to the Hearing Phase.

                           Hearing Phase

   (4) The Debtors will schedule one-hour "mini-trials" on any
       Remaining Disputed Cure Claim on the "off-omnibus" dates
       of the Court's choosing, and on dates reasonably
       acceptable to the Claimants.  The Debtors will promptly
       notify each Claimant of the applicable mini-trial date;
       and

   (5) The only pleadings that will be submitted in connection
       with the proposed mini-trials are the Statement, the
       Debtors' Response, and any supporting affidavits.  The
       pleadings will be submitted to the Court not later than a
       week before the date of the mini-trial.  Direct witness
       testimony will be by proffer, with witnesses available in
       Court for cross-examination.

Mr. Goldman asserts that the approval and implementation of the
Procedures will allow the Debtors to reconcile the Remaining
Disputed Cure Claims in a simple and streamlined manner while
providing the Claimants with appropriate due process protections.  
Adoption of the Procedures will also likely result in the
avoidance of potentially lengthy trials on many Remaining
Disputed Cure Claims.  In the event that a trial is required, the
Procedures provide an efficient and economical process for
resolving each of the Remaining Disputed Cure Claims on a "mini-
trial" basis.  Moreover, the Procedures are consistent with the
protections granted to the Claimants under Section 365 of the
Bankruptcy Code. (Kmart Bankruptcy News, Issue No. 75; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LENNAR: Buys Classic American Homes & Enters Jacksonville Market
----------------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B), one of the nation's
largest homebuilders, announced it has expanded into Jacksonville,
Florida through the acquisition of substantially all of the real
estate assets of Classic American Homes, Inc. for an undisclosed
purchase price paid in cash.  Classic American Homes delivered 46
homes in 2003 at an average sales price of $263,000.  As part of
this purchase, Lennar will acquire a backlog of approximately 61
homes and approximately 400 homesites owned or controlled.

Robert Strudler, Chief Operating Officer of Lennar Corporation,
said, "We would like to extend a warm welcome to the associates of
Classic American Homes joining the Lennar Family of Builders.  
This is an excellent homebuilding franchise which facilitates our
strategic expansion into the Jacksonville market and is a
wonderful complement to our existing Florida operations."

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner, the
Company includes the following brand names: Lennar Homes, U.S.
Home, Greystone Homes, Village Builders, Renaissance Homes, Orrin
Thompson Homes, Lundgren Bros., Winncrest Homes, Patriot Homes,
NuHome, Barry Andrews Homes, Concord Homes, Cambridge Homes,
Coleman Homes and Rutenberg Homes.  The Company's active adult
communities are primarily marketed under the Heritage and
Greenbriar brand names.  Lennar's Financial Services Division
provides mortgage financing, title insurance, closing services and
insurance agency services for both buyers of the Company's homes
and others.  Its Strategic Technologies Division provides high-
speed Internet access, cable television and alarm installation and
monitoring services to residents of the Company's communities and
others.  Previous press releases may be obtained at
http://www.lennar.com/

                       *   *   *

As reported in the Troubled Company Reporter's April 6, 2004
edition, Moody's Investors Service has raised Lennar's ratings
outlook to positive from stable.  At the same time, Moody's
confirmed all of the company's existing ratings, including the
senior implied rating, issuer rating, and the ratings on the
company's senior notes at Baa3 and on its senior subordinated debt
at Ba2.

Moody's said, "The change in Lennar's ratings outlook reflects the
company's improving financial results and profile and
strengthening liquidity as well as Moody's expectation that the
company will continue to execute its growth strategy in a
disciplined manner."


LIBERTY MEDIA: Completes Spin-Off of Liberty Media International
----------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMCB) announced that it has
successfully completed the spin-off of Liberty Media
International, Inc. (LMI) through the distribution of all of the
outstanding shares of LMI common stock to LMC stockholders of
record on June 7, 2004.  Liberty Media no longer has any ownership
interest in LMI and LMI will begin trading regular way tomorrow,
June 8, as an independent publicly-traded company on the NASDAQ
National Market under the symbols LBTYA and LBTYB.

In the spin-off, each share of Liberty Media Corporation Series A
and Series B common stock received 0.05 shares of the new Liberty
Media International, Inc. Series A and Series B common stock,
respectively.

As previously announced by LMI on June 4, 2004, LMI has filed a
registration statement with the Securities and Exchange Commission
for a distribution it plans to make to its shareholders of
transferable subscription rights to purchase shares of Series A
and Series B common stock of LMI.  The record date, subscription
ratio and subscription price for the rights offering have not yet
been determined.

Liberty Media International, Inc. (Nasdaq: LBTYA, LBTYB) is a
holding company owning interests in broadband distribution and
content companies operating outside the U.S., principally in
Europe, Asia, and Latin America. Through its subsidiaries and
affiliates, LMI is the largest cable television operator outside
the United States in terms of video subscribers.  LMI's businesses
include UnitedGlobalCom, Inc., Jupiter Telecommunications Co.,
Ltd., Jupiter Programming Co., Ltd., Liberty Cablevision of Puerto
Rico, Inc. and Pramer S.C.A.

Liberty Media Corporation (NYSE: L, LMC.B) is a holding company
owning interests in a broad range of electronic retailing, media,
communications and entertainment businesses classified in four
groups; Interactive, Networks, Tech/Ventures and Corporate.  
Liberty Media's businesses include some of the world's most
recognized and respected brands, including QVC, Encore, STARZ!,
Discovery, IAC/InterActiveCorp, and The News Corporation Limited.

                      *     *     *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Liberty Media Corporation's auditors, KPMG PLC, of
London, England, on May 26, 2003, issued a "going concern" notice
in its Auditors Report of that date.  KPMG cited recurring losses,
a net shareholders deficit and financial restructuring as
contributing causes.


LUBY'S: Refinances Debt & Renews Chris & Harris Pappas' Contracts
-----------------------------------------------------------------
Luby's Inc. (NYSE:LUB) announced that it has entered into
agreements to refinance the Company's outstanding bank debt, amend
the terms of the Company's outstanding subordinated convertible
debt, and renew the employment contracts of Chris Pappas,
president and chief executive officer, and Harris Pappas, chief
operating officer. The new bank debt structure consists of a $50
million secured revolving line of credit and a $27.9 million
secured term loan.

"We are very pleased to have refinanced our debt into a structure
that better suits our current financial and operational
strategies," said Chris Pappas. "With this new structure, we can
continue to pay down our debt with the sale of excess real estate
properties while still having the flexibility provided by a
traditional revolver."

JPMorgan Chase Bank, a member of the Company's previous lending
group, will participate in and act as administrative agent of the
revolver. Wells Fargo Bank N.A. and Southwest Bank of Texas N.A.
have been designated documentation agents, and one other bank
completes the lending group. J.P. Morgan Securities Inc. advised
the Company with respect to its refinancing efforts. Although only
$36.3 million has been drawn by the Company in connection with the
refinancing, the total amount of credit available to the Company
under the revolver is $50 million. The interest rate is primarily
tied to the London InterBank Offered Rate (LIBOR).

The $27.9 million term loan, which is being arranged by Guggenheim
Corporate Funding LLC, will be paid down as the Company continues
to sell closed restaurant properties currently held for sale.
Under this agreement, interest rates are reduced at certain
increments as the balance is paid down. While no periodic
principal payments are required (other than in connection with the
sale of properties), any balance remaining at the loan's maturity
must be paid in full. Both the revolver and the term loan
agreements call for three-year terms; and each contains financial
performance covenants, provisions limiting use of the Company's
cash, and events of default in connection with the Company's
relationship with Chris and Harris Pappas.

As of the date of this release, the Company's senior debt has been
completely refinanced. In addition to the $36.3 million revolver
and $27.9 million term loan, the Company funded the balance of the
credit-facility pay-off from real estate sales and short-term
investments.

Chris and Harris Pappas have entered into new employment
agreements with the Company, each for a term of two years. As they
have over the past three years, they will both continue to devote
their primary time and business efforts to Luby's, while
maintaining their roles at Pappas Restaurants Inc.

"Harris and I are pleased to continue the work that we started
when we joined Luby's more than three years ago. We feel that the
Company has made tremendous progress, but we know there is still
much work to do," said Chris Pappas. "We will continue to focus
our energy toward making Luby's even stronger, healthier, and more
competitive in all of our markets."

The new agreements with Chris and Harris Pappas amend the terms of
the Purchase Agreement dated March 9, 2001, and cure the default
associated with the Company's convertible subordinated debt. Under
the new terms of the subordinated convertible debt, the notes will
remain unsecured and subordinate to the Company's senior
indebtedness. The seven-year notes bear interest at a floating
rate over prime, decreasing with the level of the senior debt. The
notes remain convertible at a conversion price of $5.00 per share
until June 7, 2005. On that date, the conversion price will become
$3.10, although a change in control, as defined by the amended
agreements, at an earlier date would trigger the new conversion
price. In addition, for so long as the subordinated debt is held
by Chris and Harris Pappas or both of them are executive officers
of the Company, they are entitled to nominate three individuals to
serve as directors of the Company. The accounting treatment
related to the original notes, as well as the amended instruments,
will be described in more detail in the Company's upcoming
periodic SEC filing.

Luby's provides its customers with delicious, home-style food,
value pricing, and outstanding customer service at its 139
restaurants in Dallas, Houston, San Antonio, the Rio Grande
Valley, and other locations throughout Texas and other states.
Luby's stock is traded on the New York Stock Exchange (symbol
LUB). For more information about Luby's, visit the Company's Web
site at http://www.lubys.com/


MANDALAY RESORT: Fitch Places Low-B Ratings on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed the following long-term debt ratings of
MGM MIRAGE (MGG) and Mandalay Resort Group (MBG)on Rating Watch
Negative.

            MGG

               --Senior secured debt 'BB+';
               --Senior subordinated debt 'BB-'.

            MBG

               --Senior unsecured debt 'BB+';
               --senior subordinated debt 'BB-'.

The action follows the June 4, 2004 announcement that MGG made an
offer to purchase MBG for $68 per share, or approximately $4.9
billion in cash plus the assumption of $2.8 billion in debt. This
represents a 9.6 times (x) multiple of estimated fiscal-year end
January 2005 EBITDA of $800 million. MBG announced that it would
consider the offer, which puts a 12.8% premium on its share price
as of June 4 close. An increase in the offer to $75 per share
would add roughly $500 million to the purchase price. The combined
entity will have the capacity to begin reducing debt from free
cash flow, with the pace of debt reduction contingent on the level
of discretionary investments and share repurchases. Fitch's review
will also include, among other things, a review of the strategic
benefits that may be achieved with respect to competitive
positioning, potential synergies and cost savings.

The final terms and financing for the transaction have yet to be
announced. A purely debt financed transaction would result in
leverage in the 7.0x range for the combined entity and would
likely precipitate a downgrade of one or more notches of the most
senior classes of debt. Given the secured nature of MGG senior
debt and the leverage incurred in the transaction, Fitch believes
a large component of the financing will be on a secured basis and
that the vast majority of senior unsecured debt at MBG would
convert to secured. Subordinated debt at MBG is likely to become
even further subordinated, potentially resulting in a multiple-
notch downgrade.

The extent of the downgrades could be minimized depending on the
extent of any combination of asset sales, discretionary
investments and equity capital. For example, sale of MBG's stake
in its Detroit property could garner proceeds in the range of $500
million. Both companies have historically been aggressive with
share and capital spending activity, but capacity exists to reduce
leverage to 4.5x - 5.0x by sometime in the calendar 2007
timeframe. Notably, MGG has a successful track record of making
successful large-scale debt-financed acquisitions, improving on
operations, and deleveraging relatively quickly. In order to
execute its $6.4 billion acquisition of Mirage Resorts in May
2000, MGG levered up its balance sheet significantly, but repaid
$1 billion in debt within 18-months of the acquisition.

With 75% of MBG's cash flow derived from its notable Strip
properties (Mandalay Bay, Luxor, Excalibur, Circus Circus and a
50% stake in Monte Carlo), the proposed acquisition is largely a
play on the Las Vegas Strip. The acquisition would solidify MGG's
already leading position there and provide diversification away
from the ultra-high end customer (MBG is focused more on middle
high end). Potential acquisition positives also include the
strategic and synergistic benefits of MBG's convention center,
MBG's strong free cash flow (estimated at $700 million over the
next two years as the benefits of recent capital spending programs
are realized), cost savings and the benefits of recently strong
Strip fundamentals. On June 3, 2004, MBG reported very strong
first-quarter 2005 results, with EBITDA up 36.1% and RevPAR up 25%
year over year driven by strength across the Las Vegas Strip. On
the downside, geographic concentration is a concern given Las
Vegas vulnerability to travel demand shocks. Anti-trust and
regulatory issues may present obstacles to the proposed
acquisition given the combined company's dominant market position
on the Las Vegas Strip. In addition, Michigan currently limits
companies to one casino but both companies now own Detroit
properties


MEMORIAL MEDICAL: Fitch Withdraws 'B' Revenue Bond Rating  
---------------------------------------------------------
Fitch Ratings has withdrawn its 'B' rating on the $43,990,000 New
Mexico Hospital Equipment Loan Council Hospital Revenue Bonds
series 1998 and $12,150,000 New Mexico Hospital Equipment Loan
Council Hospital Revenue Bonds series 1996.

As noted in Fitch's review in December 2003, Province Healthcare
Company, based in Brentwood, TN, has agreed to lease Memorial
Medical Center, Las Cruces NM, for a term of 40 years. The
transaction was recently finalized on June 2 and under the
agreement, Province has made an upfront payment including funds to
pay off MMC's outstanding debt. The necessary funds to retire 100%
of the outstanding debt have been deposited in an irrevocable
escrow containing US treasury securities. The 1998 bonds have been
called for redemption at par on July 15, 2004. The 1996 bonds will
either mature at their respective maturity dates or for bonds
maturing 2007 and thereafter, be called on June 1, 2006 at 102%.  


MCWATTERS: Files Proposals Under Bankruptcy & Insolvency Act
------------------------------------------------------------
McWatters Mining Inc. reports that it has filed Proposals under
the Bankruptcy and Insolvency Act for itself and other members of
its group with the Official Receiver.

A copy of the Proposals will be mailed every the known creditor
of McWatters or other members of its group on or about June 8,
2004.

Implementation of these Proposals is subject to, amongst other
things, a favourable vote by the approval from its creditors at
creditors' special meetings to be held on June 22, 2004, in
Val-d'Or, and subsequent Court approval.

McWatters is a Canadian gold producer, with reserves of 1.7
million ounces of gold and total resources of 6.8 million ounces
of gold. McWatters is also involved in developing an extensive
portfolio of exploration properties.


MERISANT: Noteholders Agree to Amend 9-1/2% Senior Note Indenture
-----------------------------------------------------------------
Merisant Company announced that in connection with its previously
announced cash tender offer for any and all of its outstanding
9-1/2% Senior Subordinated Notes due 2013 (CUSIP Nos. 58984WAA5
and U58973AA3) and solicitation of consents to eliminate
substantially all of the restrictive covenants and certain events
of default and related provisions contained in the indenture
governing the Notes, it has been informed by Wells Fargo Bank,
National Association, the depositary for the tender offer and
consent solicitation, that as of 5:00 p.m., New York City time, on
June 7, 2004 approximately $166,280,000 million in aggregate
principal amount of the Notes outstanding have been validly
tendered and not withdrawn with respect to the tender offer.

Accordingly, Merisant has received the requisite consents in order
to effect the proposed amendments to the indenture governing the
Notes, as provided in the Offer to Purchase and Consent
Solicitation Statement dated May 20, 2004. These consents may not
be revoked unless the tender offer and consent solicitation is
terminated without any Notes being purchased. Upon completion of
the tender offer and consent solicitation, holders who validly
tendered Notes and validly delivered consents prior to 5:00 p.m.,
New York City time, on June 7, 2004 and who do not withdraw the
tendered Notes during the additional withdrawal period that, as
announced on June 3, 2004, will arise if Merisant has not accepted
Notes for payment pursuant to the terms of the tender offer prior
to August 15, 2004, will receive the Total Consideration (which
includes a consent payment of $20.00 per $1,000 principal amount
of Notes) for such Notes. Holders who have delivered consents and
tendered Notes prior to 5:00 p.m., New York City time, on June 7,
2004, but who withdraw tendered notes during the additional
withdrawal period and do not retender their Notes prior to the
Expiration Date (as described below), will receive the consent
payment of $20.00 per $1,000 principal amount of Notes, but will
not receive the Tender Offer Consideration. In addition to the
Total Consideration or the Tender Offer Consideration, as the case
may be, tendering holders will receive accrued and unpaid interest
up to, but not including, the applicable payment date.

Consummation of the tender offer is subject to certain conditions,
including a financing condition. Subject to applicable law,
Merisant may, in its sole discretion, waive or amend any condition
to the tender offer or consent solicitation prior to the earlier
of the first date on which Merisant accepts Notes for payment and
July 1, 2004, unless extended, or extend, terminate or otherwise
amend the tender offer or consent solicitation.

Credit Suisse First Boston LLC (CSFB) is the dealer manager for
the tender offer and the solicitation agent for the consent
solicitation. MacKenzie Partners, Inc. is the information agent
and Wells Fargo Bank, National Association is the depositary in
connection with the tender offer and consent solicitation. The
tender offer and consent solicitation are being made pursuant to
the Offer to Purchase and Consent Solicitation Statement, dated
May 20, 2004, and the related Consent and Letter of Transmittal,
which together set forth the complete terms of the tender offer
and consent solicitation, as amended as announced on June 3, 2004.
Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from MacKenzie Partners,
Inc. at 212-929-5500. Additional information concerning the terms
of the tender offer and the consent solicitation may be obtained
by contacting CSFB at 1-800-820-1653.


MIRANT CORPORATION: Wants To Reject Columbia Gas Agreements
-----------------------------------------------------------
Debtor Hudson Valley Gas Corporation and Columbia Gas
Transmission Corporation entered into a Precedent Agreement on
December 18, 2000.  Pursuant to the Precedent Agreement, Columbia
and Hudson agreed that:

   (a) the parties would execute a firm transportation service
       agreement providing for the transport of 307,000 MMBtu
       per day of natural gas to Hudson from Ramapo, New York to
       Buena Vista, New York, on the Columbia Gas Pipeline to
       service the Debtors' Bowline Facility in West Haverstraw,
       New York; and

   (b) Columbia would design and construct new pipeline
       facilities to provide access to the Firm Gas
       Transportation Capacity.

Construction of the New Facilities was completed prior to May
2003.

In compliance with the Precedent Agreement, the parties executed
the FTS Agreement, which provides for transportation of the Firm
Gas Transportation Capacity.  The FTS Agreement expires on
August 31, 2022.  Under the FTS Agreement, the Debtors pay around
$108,371 as demand charges, in addition to variable charges for
commodity purchases.  The Debtors have minimally used the firm
capacity provided for in the FTS Agreement, but have no need for
the firm capacity at any price at this time.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
explains that at the time the Debtors entered into the Contracts,
they intended to use the Firm Gas Transportation Capacity to
provide a greater supply of natural gas for a planned expansion
of the Debtors' Bowline Facility, in addition to increasing the
supply of natural gas to the existing facility.  This planned
expansion has not been completed, and the fuel supply reserved by
the Contracts exceeds the maximum fuel that is needed or can be
used by the Bowline Facility.  Moreover, the Debtors have
alternative supplies of fuel sufficient to meet the needs of the
Bowline Facilities.

Columbia is currently holding about $1,800,000 in cash
collateral.

The Mirant Corp. Debtors seek the Court's authority to reject
the Columbia Contracts under Section 365 of the Bankruptcy Code.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MJ RESEARCH: US Trustee Appoints 3-Member Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 17 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in
MJ Research Incorporated's Chapter 11 case:

      1. Walter A. Simpson III
         9125 AspenGrove LA
         Madison WI 53717
         Tel: (608) 824-0286
         Fax: (608) 824-0260

      2. Mack Technologies, Inc.
         608 Warm Brook Road
         Arlington VT 05250
         Tel: (802) 375-0357
         Fax: (802) 375-1327
         Attn: Florence Belnap

      3. Lucas Manufacturing Co.
         1590 Main St.
         P.O. Box 95
         Millis MA 02054-0095
         Tel: (508) 533-2010
         Fax: (508) 533-7149
         Attn: Robert J. Lucas

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 Reno, Nevada, MJ Research, Incorporated
-- http://www.mjr.com/-- is a leading biotechnology company  
specializing in the instrument and reagent technology needed for
modern biological research.  The Company filed for chapter 11
protection on March 29, 2004 (Bankr. D. Nev. Case No. 04-50861).
Jennifer A. Smith, Esq., at Lionel Sawyer & Collins represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


NATIONAL COAL: Fulfilling Contractual Duties to 2 State Utilities
-----------------------------------------------------------------
National Coal Corp. (OTCBB:NLCP) announced that it has begun
fulfilling contractual obligations to ship its coal to two state
utility companies. The aggregate remaining value of both contracts
is approximately $6.8 million. The company expects to ship the
remaining tonnage pursuant to these contracts within the next 150
days. The company's current monthly production rate is in excess
of 30,000 tons, and expects to double this rate within the next 90
- 120 days.

According to Jon Nix, CEO of National Coal Corp., "Our recent
strategic acquisition of assets, combined with our existing
operations, has begun to bear fruit as evidenced by our ability to
both secure and fulfill our obligations to provide coal to two
great companies. We expect to increase our production capacity in
the near term which will enable us to be opportunistic and sign
additional deals with other utility companies."

                 About National Coal Corp.

National Coal Corp. -- whose March 31,2004, National Coal's
balance sheet shows a stockholders' deficit of $436,729 --
owns the coal mineral rights on approximately 70,000 acres in
Eastern Tennessee.


NATIONAL WASTE: Wants Until July 6 to Make Lease-Related Decisions
------------------------------------------------------------------
National Waste Services of Virginia, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware for more time to
decide whether to assume, assume and assign, or reject its
unexpired nonresidential real property leases.  The Debtor asks
the Court to stretch its lease decision period to July 6, 2004.

The Debtor submits that more than adequate cause exists to extend
the lease decision period.

First, the attention of the Debtor's key management personnel has
been focused on the litigation pending in the Virginia state
courts regarding the possible revocation of the Permit and on
negotiating and consummating a successful sale of the assets on an
expedited basis. In addition, these same personnel have been
working to comply with the multitude of obligations and
responsibilities of this chapter 11 case.

Second, if the lease decision period is not extended, the Debtor
may be compelled to assume the Storage Lease and satisfy cure
claims asserted by the landlord merely for the privilege of
occupying the premises for a few short months. Such a result would
create an undue windfall for the landlord without benefiting the
Debtor's estate.

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


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

The Bayard Firm is expected to

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

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

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

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

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

Gary F. Seitz, Esq., reports that his firm will bill the Debtor's
estates its current hourly rates of:

         Designation              Billing Rate
         -----------              ------------
         directors                $350 to $510 per hour

         associates and
           of counsel             $180 to $400 per hour

         paralegals and
           paralegal assistants   $80 to $155 per hour

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


NEIGHBORCARE: Completes Medicine Centre, LLC Acquisition
--------------------------------------------------------
NeighborCare, Inc. (Nasdaq: NCRX) announced that it has closed the
acquisition of The Medicine Centre, LLC of Portland, CT.  The
Medicine Centre is a rapidly growing, long term care (LTC)
pharmacy serving skilled nursing and assisted living facilities in
Connecticut.  The Medicine Centre management team will continue to
oversee the operations as part of NeighborCare's team.  The
business being acquired currently generates revenue of
approximately $30 million on an annualized basis and serves over
7,000 beds.

The transaction is expected to be slightly accretive to
NeighborCare's earnings in FY2005 and beyond.  Financial terms of
the transaction were not disclosed.
    
Gregory E. McKenna, Chief Executive Officer of The Medicine Centre
said, "In deciding to sell our company we considered several
alternatives and NeighborCare was the clear choice. NeighborCare's
passion for customer service, operational excellence and integrity
fit exactly with the type of organization we wanted to partner
with and we are excited to be part of the team."

John J. Arlotta, NeighborCare's Chairman, President and Chief
Executive Officer said, "I am very happy to welcome The Medicine
Centre into the NeighborCare family.  The Medicine Centre's track
record of service excellence coupled with very rapid growth
enhances our presence in the Connecticut market.  In addition,
their innovative use of technology and automation to enhance the
customer experience fits perfectly with our business strategy."
Arlotta added, "We are very pleased to complete this acquisition
and continue to execute on our acquisition plan for the year.  It
is strategically important to us and fits well with our growth
strategy.  We will continue to build NeighborCare through both
acquisitions as well as organic growth."

                    About NeighborCare, Inc.

NeighborCare, Inc. (Nasdaq: NCRX) is one of the nation's leading
institutional pharmacy providers serving long term care and
skilled nursing facilities, specialty hospitals, assisted and
independent living communities, and other assorted group settings.  
NeighborCare also provides infusion therapy services, home medical
equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing. In total, NeighborCare's
operations span the nation, providing pharmaceutical services in
32 states and the District of Columbia. Visit our website at
http://www.neighborcare.com/

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
NeighborCare, including the 'BB-' corporate credit rating, on
CreditWatch with negative implications after Omnicare Inc.,
disclosed an all-cash offer to purchase the company. S&P states
that the pro forma combination is likely to have a markedly weaker
financial profile than NeighborCare. The purchase price of $1.5
billion includes the assumption or repayment of a $250 million
NeighborCare debt issue. Estimating the effect of additional debt
and not assuming any cost savings, total debt to EBITDA is
expected to rise to over 4x, while funds from operations to total
debt will fall to less than 15%.

NeighborCare, Inc., is formerly known as Genesis Health Ventures,
Inc., which, along with its affiliates, filed for chapter 11
protection (Bankr. Del. Case No. 00-02692-JHW) on June 22, 2000.
On October 2, 2001, the Debtors' Joint Plan of Reorganization,
confirmed on September 12, 2001, became effective. On December 2,
2003, Genesis began doing business as NeighborCare, Inc.


NY REGIONAL RAIL: Losses & Deficit Spur Going Concern Uncertainty
-----------------------------------------------------------------
New York Regional Rail Corporation operates a short-line railroad,
which transports freight via rail/barges across New York Harbor
and a regional trucking company in the business of short-haul
freight transportation and landfill management.

The Company intends to capitalize on the New York City
metropolitan area's need for faster, lower cost services for the
movement of freight between New York City and New Jersey. Based
upon the implementation of recommendations of studies prepared by
the City of New York, Port Authority of NY/NJ and the Army Corps
of Engineers, reconstruction and expansion of the rail
infrastructure is underway and additional projects may be
commenced. The studies recommend that a substantial portion of
freight which is presently transported by truck be transported by
rail. The Company believes that there will be significant
opportunity for growth as a result of these projects.

The Company plans to seek opportunities for growth based on New
York City's need to find alternative means for the removal of the
approximately 26,000 tons of waste that it produces daily. New
York City has completed plans for the disposal of its waste. The
main impetus for the plans was the closing of New York City's
primary landfill, the Fresh Kills Landfill, in March 2001.
Although New York City's plan intends for such waste to be shipped
to out-of-state landfills, this plan has encountered several
roadblocks, including litigation, a fragile highway and bridge
infrastructure and resistance from the public. New York City has
been soliciting long-term proposals and plans to handle the
shipping of waste. The Company's plan is to utilize its services
to assist New York City in such plans while addressing the issues
and concerns raised by proponents of such plans.

The Company is exploring expanding its services to include
providing barge unloading facilities. Management believes that
barge unloading services are synergistic with the Company's rail
and trucking operations and offer a significant opportunity to
increase revenue from new services as well as increase revenue
from its existing services.

Based upon these opportunities and the Company's independent
development of originating shipments including containerized
freight, the Company believes that the Company's rail operations
are positioned to attain profitability. However, there can be no
assurance that the Company will achieve profitability in the next
12 months, or at all.

Pursuant to an agreement dated February 4, 2004 Transit Rail, LLC
purchased 750 shares of Series D Preferred Stock at a purchase
price of $1,000 per share and agreed to purchase up to 1,750
additional shares of Series D Preferred Stock. In connection with
the transaction Transit Rail LLC received a proxy from the holder
of the shares of Series C Preferred Stock granting it the right to
vote approximately 39.8% of the Company's voting securities. Upon
the purchase of 1,700 shares of Series D Preferred Stock and the
conversion of all of the outstanding shares of Series C Preferred
Stock each share of Series D Preferred Stock shall be entitled to
120,000 votes, which would represent 50.5% of the Company's voting
securities based upon the number of shares of common stock
presently outstanding.

Affiliates of Transit Rail, LLC own or operate a fleet of
approximately 575 rail cars that transport construction and
demolition material generated from high-cost disposal markets in
the Northeastern United States to low-cost landfills located in
the Midwest. Such affiliates own and operate rail-served transfer
stations in Connecticut and Massachusetts which handle
construction and demolition material. They also provide rail
disposal services for the largest transfer station in New York
City and operate a municipal solid waste landfill in Ohio. The
Company expects that in addition to its investment, Transit Rail,
LLC or its affiliates in conjunction with the Company will submit
proposals and bid on projects, which are in the waste
transportation and disposal areas, utilizing the Company's unique
rail assets.

New York Regional Rail had net cash provided by operating
activities of $ 89,467 during the year ended December 31, 2003
compared to net cash provided by operating activities of $315,203
for the year ended December 31, 2002. The decrease of $225,736 was
primarily caused by an increase in net loss, an increase in
accounts receivable and gain on forgiveness of debt, which was
reduced primarily by increases in the reserve for bad debts,
payroll taxes payable, accrued expenses, deferred rent and
accounts payables.

The Company's working capital deficit on December 31, 2003
decreased by $164,106 from $4,915,324 to $4,751,218 on December
31, 2003.

In preparing the financial statements for the Company and its
subsidiaries for the year ended December 31, 2003, the Company's
independent auditors, Sherb & Co., LLP, Certified Public
Accountants in New York City, stated:  "The accompanying
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
A to the consolidated financial statements, the Company has
suffered losses from operations and has a working capital
deficiency and an accumulated deficit that raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described
in Note A. The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty."


NEXTEL COMMS: Redeems 6% Convertible Senior Notes Due 2011
----------------------------------------------------------
Nextel Communications Inc. (NASDAQ:NXTL) announced that it
completed the redemption of its 6% Convertible Senior Notes due
2011, in exchange for $632 million in cash. About $608 million in
principal amount of the notes were outstanding as of March 31,
2004.

The redemption of the notes was made pursuant to the terms of the
notes, which provided that the notes were redeemable at Nextel's
option at a redemption price equal to 104% of the principal amount
to be redeemed plus an amount equal to the accrued but unpaid
interest related to the principal amount to be redeemed to the
date of redemption. Annual interest expense on the 6% notes was
about $36 million, which no longer will be incurred for periods
following the redemption.

                           About Nextel

Nextel Communications, a FORTUNE 200 company based in Reston, Va.,
is a leading provider of fully integrated wireless communications
services and has built the largest guaranteed all-digital wireless
network in the country covering thousands of communities across
the United States. Today 95 percent of FORTUNE 500(R) companies
are Nextel customers. Nextel and Nextel Partners, Inc. currently
serve 295 of the top 300 U.S. markets where approximately 252
million people live or work.

                          *   *   *

As reported in the Troubled company Reporter's March 24, 2004
edition, Standard & Poor's Ratings Services raised its ratings on
Reston, Va.-based wireless carrier Nextel Communications and
intermediate subsidiary Nextel Finance Co. The corporate credit
rating was raised to 'BB+' from 'BB-'. The outlook is positive.

"The upgrade reflects a significantly improved expectation that
Nextel will be able to maintain a competitive edge in the next few
years with its differentiated service offerings (i.e., push-to-
talk [PTT] and customized applications)," said Standard & Poor's
credit analyst Michael Tsao.


OMI CORP: Responds to Stelmar Decision to Reject Merger Proposal
----------------------------------------------------------------
OMI Corporation (NYSE:OMM), a leading international provider of
seaborne transportation services for crude oil and petroleum
products, issued the following statement in response to Stelmar
Shipping's (NYSE:SJH) rejection of its merger proposal.

Craig H. Stevenson, Chairman and CEO of OMI, said, "We are
extremely disappointed that Stelmar's Board has rejected our offer
without even first discussing it with us.

"The Stelmar Board's decision, as well as their steps to
purportedly amend the Company's bylaws to prevent shareholders
from calling a special meeting and from acting by written consent,
are clearly not in the best interest of Stelmar's shareholders.

"Naturally we will evaluate our options with respect to our offer
and weigh those against other strategic options available to OMI.
We don't believe that a costly and protracted process is
attractive to anyone."

                 Additional Information

OMI has proposed a stock-for-stock merger in which Stelmar
shareholders would receive approximately 3.1 shares of OMI for
each share of Stelmar. This exchange ratio would result in the
shareholders of Stelmar owning 40.5% of the combined company.
Alternatively, OMI would be prepared to provide up to 25% of the
proposed stock consideration in cash.

The proposed transaction would create one of the world's largest
publicly traded tanker companies with one of the largest and
youngest fleets in the industry. Including vessels on order, the
combined company would have 84 vessels (greater than 90% double
hulled) aggregating approximately 5.5 million dead weight tons.
The average age of the combined company's fleet would be less than
7 years. The combination would also bring increased operational
flexibility and a broader customer base. Importantly, shareholders
of the combined company would benefit from a larger public share
float, which would increase stock liquidity.

               About Stelmar Shipping Ltd.

As described in the company's most recent SEC filings, Stelmar
Shipping Ltd. is an international provider of petroleum product
and crude oil transportation services. Headquartered in Athens,
Greece, Stelmar operates one of the world's largest and most
modern Handymax and Panamax tanker fleets with an average age of
approximately seven years, excluding the newbuildings. With the
delivery of five vessels expected by July 2004, and assuming no
disposals, the Company's fleet of 36 tankers will expand to 41.
The fleet will include two leased Aframax, and nine leased
Handymax vessels. Following the delivery of all the newbuildings,
the average age of Stelmar's total fleet will be reduced to six
years. The Company, through its maintenance of a modern fleet and
commitment to safety, has earned an excellent reputation for
providing transportation services to major oil companies, oil
traders and state-owned oil companies.

                  About OMI Corporation

OMI Corporation is a leading international provider of seaborne
transportation services for crude oil and petroleum products.
Headquartered in Stamford, Connecticut, OMI has a fleet of 37
vessels, with an average age of approximately 6.3 years,
aggregating approximately 3.0 million dwt and has six vessels on
order at shipyards aggregating approximately 232,000 dwt. The
Company is engaged in two aspects of vessel operation -- technical
operation and commercial operation. OMI is the commercial operator
of all its wholly owned vessels and a subsidiary, OMI Marine
Services, LLC, is the technical operator. The Company has earned a
reputation for safety and excellence in providing transportation
services to independent and state-owned oil companies, major oil
traders, government agencies and various other entities.

As reported in the Troubled Company Reporter's June 1, 2004
edition, Standard & Poor's Ratings Services said it placed its
ratings, including the 'BB' corporate credit rating, on OMI
Corporation on CreditWatch with negative implications.

The CreditWatch placement follows OMI's May 17, 2004, proposal to
merge with Stelmar Shipping Ltd.

"OMI Corporation's merger with Athens, Greece-based Stelmar
Shipping will approximately double the company's debt burden,
particularly if a portion of the purchase price is paid in cash,
resulting in a somewhat weaker credit profile," said Standard &
Poor's credit analyst Kenneth L. Farer. "However, the transaction
increases the company's fleet size significantly with a high
proportion of fixed-rate time charters, which generate stable
revenues and cash flow."


OPT INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: OPT, Inc.
        233 South Wacker Drive, Suite 2150
        Chicago, Illinois 60606

Bankruptcy Case No.: 04-20919

Chapter 11 Petition Date: June 7, 2004

Court: District of Maine (Portland)

Debtor's Counsel: Michael A. Fagone, Esq.
                  Bernstein, Shur, Sawyer & Nelson
                  P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: 207-774-1200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


OWENS CORNING: Asks Court For Summary Judgment Against Price
------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, relates that the Owens Corning Debtors and Price
Management Control Corporation, a one-man business owned and
operated by Dennis Mangan, had a straightforward services contract
under which Owens Corning retained Price Management to develop a
hedging program, and to help Owens Corning in implementing that
program if Owens Corning believed it was worth pursuing.  Price
Management disagrees, describing the parties' 1998 contract as a
grant to Mr. Mangan of absolute power to invest Owens Corning's
funds in accordance with whatever hedging program he developed,
regardless of Owens Corning's assessment or approval of the
program or any recommended trading activities.  In sum, Mr. Mangan
says, Owens Corning gave him a blank check to commit untold
millions of dollars to trades under an undefined program.

Price Management Control asserted a $22,327,178 claim alleging
breach of contract.  The Debtors objected to the claim and asked
the Court to disallow and expunge it in its entirety.

Ms. Stickles asserts that it is time to put an end to Price
Management's preposterous claim.  No one at Owens Corning could
have lawfully done what Price Management claims, and neither Mr.
Mangan nor anyone else could have believed that Owens Corning was
providing him with a blank check.  Not surprisingly, the plain
language of the contract is flatly inconsistent with Price
Management's claim.  

Accordingly, the Debtors ask the Court to enter a summary
judgment in its favor.

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


PARMALAT GROUP: Brasil Proceeding Assigned To Judge Nuncio
----------------------------------------------------------
In a press release dated May 17, 2004, Parmalat Finanziaria SpA
reported that the court of Appeal of the State of Sao Paolo in
Brazil has re-established the authority of the 42nd District
Civil Court before Judge Nuncio over the Concordata procedure,
removing it from the 29th District Civil Court before Judge
Abrao.  The procedure relating to the Concordata covering the
operating company Parmalat Brasil and the holding company
Parmalat Brasil, S.A. Industria de Alimentos and Parmalat
Participacoes do Brasil Ltda, has therefore been reinstituted.

The members of the new Board of Directors of Parmalat Brasil are:

   (1) Nelson de Sampaio Bastos (Chairman),
   (2) Luiz Arthur Ledur Brito (Vice-Chairman),
   (3) Raul Rosenthal Ladeira de Matos,
   (4) Renato Carvalho Franco,
   (5) Jose Otavio Junqueira Franco,
   (6) Paulo Diederichsen Villares, and
   (7) Ruy Flaks Schneider

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: DIP Lenders Agree Not To Sell Farmland's Core Assets
--------------------------------------------------------------
Farmland Diaries, LLC, intends to develop, in cooperation with
its own creditors, a restructuring plan with the aim of
establishing the financial and operating stability needed to
continue its operations.  The DIP Lenders support this project.

As a result, it has been decided that Farmland's main activities
will not be sold, Parmalat Finanziaria SpA said in a press
release dated May 17, 2004.

The parties are amending the DIP Financing Agreement to reflect
this development.  A process is underway to identify a new Chief
Executive Officer for Farmland.

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: Obtains Interim Nod to Continue Cash Management System
---------------------------------------------------------------
The Pegasus Satellite Communications, Inc. Debtors operate an
integrated cash management system that relies on intercompany
accounting and intercompany movement of funds.  Pegasus' Cash
Management System is an integrated, centralized network of 52 bank
accounts in the United States that facilitates the Debtors' timely
and efficient collection, concentration, management and
disbursement of funds.  The Debtors believe that substantially all
of the Bank Accounts maintained are held at financially stable
financial institutions with deposit insurance up to $100,000 per
account.  

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, tells the Court that substantially all cash
generated by the Debtors' operations is accumulated at Pegasus
Satellite Television, Inc., its subsidiary Golden Sky Systems,
Inc., or Pegasus Broadcast Television, Inc., and these three
Debtors fund the cash requirements for the other Debtors.  
Pegasus Satellite and Golden Sky generate about $190,000,000 of
free cash flow annually, and fund substantially all of the
Debtors' cash needs.  Pegasus Broadcast generates substantially
less free cash flow annually than Pegasus Satellite, and the cash
is periodically swept to aid in Pegasus Satellite's funding of
the Debtors.  Pegasus Satellite pays, on behalf of its immediate
parent company, Pegasus Media & Communications, Inc., all of
Pegasus Media's annual debt service payments.  To the extent that
there is a shortfall between the interest earned on cash held in
an account maintained with Fleet Bank, N.A., Pegasus Satellite
funds the shortfall on a quarterly basis by manual wire transfer.  
The account maintained with Fleet Bank collateralizes letters of
credit issued by Fleet on behalf of Pegasus Letter of Credit
Subsidiary, Inc., for the benefit of the National Rural
Telecommunications Cooperative in connection with the Debtors'
direct broadcast satellite business and the applicable letter of
credit fees payable to Fleet.

The Cash Management System operates entirely between affiliated
entities.  Each of the Debtors is a direct or indirect majority
or wholly owned subsidiary of Pegasus Satellite Communications,
Inc.  Thus, the Debtors are "affiliates" as defined in Section
101(2) of the Bankruptcy Code.

Although the Cash Management System includes numerous accounts,
the system has a logical structure that allows for efficient,
centralized control of the Debtors' cash flows.

                    Satellite Debtors

In the normal course of business, Mr. Keach explains that nearly
all of the funds of Pegasus Satellite and certain of its
subsidiaries related to their Direct Broadcast Satellite business
flow into and out of the two main satellite-operating companies
-- Pegasus Satellite and Golden Sky.  The Satellite Debtors' cash
is consolidated into two central concentration accounts at
Deutsche Bank Trust Company Americas, one maintained by Pegasus
Satellite, Account No. 00-374-715, and one maintained by Golden
Sky, Account No. 00-390-707.  The Direct Broadcast Satellite
Concentration Accounts are used to centralize the cash management
and short-term investments for the various Debtors.

Because the Satellite Debtors' revenues are primarily generated
from the distribution of satellite television services to
individual consumers, the Debtors' primary sources of cash
receipts are from checks and credit card payments.  Substantially
all of the cash receipts that are received through operations,
consisting of checks, are deposited into lockbox accounts
maintained by Pegasus Satellite and Golden Sky with Bank One.  A
nominal amount of checks received are deposited into "over the
counter" deposit accounts maintained at Fleet National Bank.  
Both the Bank One Depository Accounts and the Fleet Depository
Accounts are "pass through" accounts with substantially all
available funds on deposit in those accounts are transferred on a
daily basis via an automated clearing house, into the Pegasus
Satellite Concentration Account or Golden Sky Concentration
Account, with settlement occurring the next business day.  Credit
card proceeds are deposited into the Direct Broadcast Satellite
Concentration Accounts on a daily basis.  Various corporate
receivables, like direct-bill payments, are deposited directly
into the applicable Direct Broadband Satellite Concentration
Accounts.  To the extent there are excess funds on deposit on the
Golden Sky Concentration Account at the end of each business day,
Deutsche Bank automatically transfers the funds into the Pegasus
Satellite Concentration Account.

Pegasus Satellite Communications and Pegasus Media have certain
accounts with PNC Bank or Wachovia Bank, N.A., which are
maintained for specific purposes or disbursements.  Pegasus
Satellite Communications maintains two disbursement accounts with
PNC that are funded through manual wire transfers from the
Pegasus Satellite Concentration Account on an as-needed basis.  
One account is active while the other is dormant.  Pegasus
Satellite Communications also maintains an investment account,
the holdings of which are limited to debt and equity securities
issued by Pegasus Satellite Communications or Pegasus
Communications Corporation, and which the Debtors have
repurchased.  Pegasus Satellite Communication also maintains two
separate restricted cash accounts with Wachovia.  Both accounts
at Wachovia are restricted short-term money market accounts that
are also funded through manual wire transfers from the Pegasus
Satellite Concentration Account on an as-needed basis.  Pegasus
Media maintains one account, which is a short-term money market
account, with PNC Bank that is in the process of being closed.

On the disbursement side, the Cash Management System is again
centralized through the Direct Broadcast Satellite Concentration
Accounts.  Funds are either disbursed directly from the Direct
Broadcast Satellite Concentration Accounts or transferred from it
into disbursement accounts at Deutsche Bank that are used for
various purposes, including manual payroll, accounts payable, and
customer refunds.  Disbursements made directly from the Direct
Broadcast Concentration Accounts are generally made by wire
transfer or Automated Clearing House debit.  Disbursements made
from the various Deutsche Bank disbursement accounts are
generally made by check.  The three types of manual disbursement
accounts maintained by Pegasus Satellite and Golden Sky at
Deutsche Bank are zero-balance accounts and are funded directly
and automatically from the Direct Broadcast Satellite
Concentration Accounts on an as-needed basis.

In addition, Pegasus and Golden Sky maintain a small amount of
corporate administrative accounts.  The administrative accounts
are funded through manual wire transfers from the Direct
Broadcast Satellite Concentration Accounts on an as needed basis.  
These accounts are maintained at Fleet Bank and Bank of America.  
Through the use of lockbox accounts for receipts and zero-balance
accounts for disbursements, all of which are connected through
the main Direct Broadcast Satellite Concentration Accounts, the
Cash Management System allows the Satellite Debtors to manage
their cash needs effectively.  Furthermore, the Cash Management
System allows the Satellite Debtors to consolidate and invest
excess cash that remains in the system each evening.  The
particular investments made by the Debtors are done in accordance
with the terms of:

   (a) an Amended and Restated Term Loan Agreement, dated as of
       August 1, 2003, among Pegasus Satellite Communications,
       Inc., as Borrower, Wilmington Trust Company, as
       Administrative Agent and the financial institutions
       party thereto from time to time as Lenders;

   (b) a Credit Agreement dated as of December 19, 2003 by and
       among Pegasus Media & Communications, Inc., as Borrower,
       the financial institutions party thereto from time to time
       as Lenders, and Madeline, LLC, as Administrative
       Agent; and

   (c) a Fourth Amendment and Restatement of Credit Agreement,
       dated as of October 22, 2003, among Pegasus Media &
       Communications, Inc., as Borrower, the financial
       institutional party thereto from time to time as
       Lenders, and Bank of America, N.A., as Administrative
       Agent.

                        Broadcast Debtors

The Cash Management System employed by Pegasus Media and its 12
subsidiaries -- the Broadcast Debtors -- is considerably the same
as that utilized by the Satellite Debtors, except that different
financial institutions are participants.  In the normal course of
business, nearly all of the Broadcast Debtors' funds related to
their business flow into and out of the main operating company,
Pegasus Broadcast, and the Broadcast Debtors' cash is
consolidated into a central concentration account maintained by
Pegasus Broadcast at Sovereign Bank, Account No. 2361051206.  The
Pegasus Broadcast Concentration Account is used to centralize the
cash management and short-term investments for the various
locations of the Broadcast Debtors' operating entities.

Because the Broadcast Debtors' revenues are primarily generated
from the airing of commercial during television programming, the
Broadcast Debtors' primary sources of cash receipts are from
checks and credit card payments received from advertisers.  
Nearly all of the cash receipts that are received through
operations, consisting of cash and checks, are deposited into
lockbox accounts maintained by Pegasus Broadcast with Sovereign.  
The Sovereign lockboxes are zero balance accounts that are swept
daily by Automated Clearing House in the Pegasus Broadcast
Concentration Account.  Credit card proceeds are deposited into
separate Sovereign zero balance accounts that are automatically
transferred into the Pegasus Broadcast Concentration Account on a
daily basis.  Various corporate receivables, like equipment
rental payments, are deposited directly into the Pegasus
Broadcast Concentration Account.

On the disbursement side, the Cash Management System is
centralized through the Pegasus Broadcast Concentration Account.  
Funds are either disbursed directly from the Pegasus Broadcast
Concentration Account or transferred from it into disbursement
accounts at Sovereign that are used for various purposes,
including manual payroll and accounts payable.  Disbursements
made directly from the Pegasus Broadcast Concentration Account
are generally made by wire transfer or Automated Clearing House
debit.  Disbursements made from the various disbursement accounts
at Sovereign are generally made by check.  The disbursement
accounts maintained by Pegasus Broadcast at Sovereign are zero-
balance accounts and are funded directly and automatically on an
as-needed basis.  

Through the use of lockbox accounts for receipts and zero-balance
accounts for disbursements, all of which are connected through
the main Pegasus Broadcast Concentration Account, the Cash
Management System allows the Broadcast Debtors to manage their
cash needs effectively.  The Cash Management System allows the
Broadcast Debtors to consolidate and invest excess cash that
remains in the system each evening.  The particular investments
made by the Debtors are in accordance with the terms of the
Credit Agreements.

On an as-needed basis, but generally not more than once a fiscal
quarter, funds are transferred by manual wire into the Pegasus
Satellite Concentration Account from the Pegasus Broadcast
Concentration Account, depending in the Debtors' cash needs.  

Thus, the Debtors seek the Court's authority to continue using
their existing Cash Management System.  

        Existing Cash Management System Should be Continued

Mr. Keach contends that in light of the substantial size and
complexity of the Debtors' operations, a successful
reorganization of the Debtors' businesses, as well as the
preservation and enhancement of the Debtors' values as going
concerns, simply cannot be achieved if the Debtors' cash
management procedures are substantially disrupted.

Mr. Keach points out that the Cash Management System, or one very
similar to it, has been utilized by the Debtors for at least five
years and constitutes a customary and essential business
practice.  The Cash Management System was created and implemented
by the Debtors' management in the exercise of their business
judgment.  The Cash Management System is similar to those
commonly employed by corporate enterprises comparable to the
Debtors in size and complexity.  The Cash Management System
provides numerous benefits, including the ability to:

   (a) control and monitor corporate funds;

   (b) invest idle cash;

   (c) ensure cash availability; and

   (d) reduce administrative expenses by pending the run-off of
       outstanding checks.

If the Debtors were forced to change their cash management
system, it would cause needless disruption to the Debtors'
business and significantly impede the Debtors' ability to make a
relatively seamless transition into Chapter 11.  A transition
would also cause the Debtors to incur substantial costs and
deplete estate assets without providing any benefit to the
Debtors' estates.

The Debtors also ask the Court to determine that any bank that is
participating in the Cash Management System that honors a
prepetition check or other item drawn on any account will be
deemed to be liable to the Debtors or to their estates on account
of the prepetition check or other item being honored
postpetition.  The Debtors believe that the flexibility accorded
to the Cash Management Banks is necessary for them to continue
providing cash management services without additional credit
exposure.

                       *     *     *

On an interim basis, Judge Haines grants the Debtors' request.  
The Court will convene the Final Hearing on June 24, 2004 at
10:30 a.m.

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


PG&E NAT'L: Rhode Island DOT to Pay USGen $1.6M for Condemned Lot
-----------------------------------------------------------------
USGen New England, Inc., owns and operates the Manchester Street
Station, an electric generating facility located on a 30-acre
parcel in Providence, Rhode Island.  The Manchester Street
Station is near Interstate I-195.

The State of Rhode Island, Department of Transportation oversees
the planning and operation of I-195.  On March 15, 2002, RIDOT
issued a Notice of Condemnation of 8.4 acres of the Manchester
Street Station Premises in accordance to its decision to relocate
part of I-195.

The parties disagreed over the value of the Condemned Parcel.  As
a result, USGen initiated valuation proceedings against RIDOT
before the Rhode Island Superior Court in March 2003.  After
extensive negotiations, the parties reached a settlement,
pursuant to which RIDOT will pay USGen $1,567,865 for the
Condemned Parcel.  In addition, RIDOT will convey a portion of
the adjacent land to USGen, and redesign a nearby intersection to
provide necessary frontage and access to the Manchester Street
Station.

At USGen's behest, Judge Mannes approves the Settlement
Agreement.

The terms of the Settlement Agreement are:

   (a) Pursuant to the terms of the Environmental Land Usage
       Restriction between the Rhode Island Department of
       Environmental Management and USGen dated August 28, 1998,
       as of March 15, 2002, RIDOT will be responsible for
       implementing the terms and conditions of the ELUR within
       the Condemned Portion of the ELUR, including but not
       limited to, sampling monitoring wells, which will be
       conducted by RIDOT at its sole cost and expense;

   (b) As part of the I-195 Relocation, RIDOT will negotiate a
       project-wide ELUR with the Environmental Management
       Department.  This project-wide ELUR will encompass
       environmentally impacted areas throughout the highway
       relocation project.  As part of that process, RIDOT will
       request the Environmental Management Department to delete
       the area "Condemned Portion of the ELUR" from the ELUR for
       the Manchester Street Station and incorporate it in
       RIDOT's project-wide ELUR;

   (c) USGen will convey a parcel of land -- Parcel A -- which
       will be made a part of the Project.  USGen will further
       grant RIDOT a Temporary Construction Easement -- Parcel B
       -- for the duration of Construction Contract 6 of the I-
       195 Relocation, which is estimated to be 48 months
       commencing in September 2004, in order to relocate
       Henderson Street.  As part of the I-195 Relocation, RIDOT
       plans to relocate the intersection of Henderson Street and
       Allens Avenue to the north of its existing location.  
       Additionally, RIDOT will convey to USGen the area
       designated as Parcel C together with the permanent right
       and easement to pass and repass over RIDOT's property
       between Parcel C and Allens Avenue for all purposes.  The
       conveyance of Parcels A, B, and C will be without monetary
       compensation by either party;

   (d) USGen agrees to the Henderson Street Relocation in
       exchange for:

       -- RIDOT's construction of the new intersection and
          portion of Henderson Street at RIDOT's sole cost and
          expense; and

       -- RIDOT's conveyance of the fee ownership in the
          Relocated Henderson Street to USGen.

       The parties further agree that Henderson Street provides
       necessary frontage on and access to a public way for
       USGen, and that RIDOT will, at all times, maintain USGen's
       access to Allens Avenue via Henderson Street;

   (e) RIDOT will, at all times and at its sole cost and expense,
       maintain access to Collier Point Park via the existing or
       Relocated Henderson Street, or provide acceptable
       temporary access during construction of the Relocated
       Henderson Street;

   (f) RIDOT has paid to USGen a $1,567,865 consideration as its
       estimate of the fair market value of the Condemned
       Property.  RIDOT confirms that the consideration is the
       appraised value current within six months of the date of
       the condemnation and taking;

   (g) USGen will release any and all claims against RIDOT
       regarding the condemnation of the property including any
       claim for damages or additional compensation.  USGen will
       dismiss with prejudice the pending lawsuit between the
       parties;

   (h) The condemnation of a part of the Manchester Street
       Station by RIDOT has resulted in the division of the
       property into three distinct parcels.  RIDOT will support
       USGen in obtaining subdivision approval for the new
       parcels and for the conveyances from the City of
       Providence; and

   (i) The laws of the State of Rhode Island will govern the
       validity, performance and enforcement of the Settlement
       Agreement.

As further consideration for the Condemned Parcel, RIDOT
previously agreed to underwrite the removal cost of a 5.7 million
gallon oil storage tank and related equipment on the Condemned
Parcel, and install a new tank and equipment in a more suitable
location on the Manchester Street Station premises.  RIDOT
completed the work before the Petition Date.  The value to the
estate for the project approximates $12,000,000.

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)    


PHOTOGRAPHIC EFFECTS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Photographic Effects, Inc.
        dba Photo Effects
        10820 Gilroy Road
        Hunt Valley, Maryland 21031

Bankruptcy Case No.: 04-23308

Type of Business: The Debtor is a Maryland corporation that owns
                  and operates a printing business serving large
                  commercial accounts.

Chapter 11 Petition Date: June 1, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsels: Bradley J. Swallow, Esq.
                   David Lee Tayman, Esq.
                   Gordon, Feinblatt, et al
                   233 East Redwood Street
                   Baltimore, MD 21202

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Heidelberg Print Finance America, Inc.     $527,210
P.O. Box 198332
Atlanta, GA 30384-8332

Gateway 58                                 $243,200

Webb/Mason, Inc.                           $222,200

Frank Parsons, Inc.                         $65,946

Lindmeyer Munroe                            $59,406

Enovation Graphic Systems, Inc.             $54,754

Leonard J. Miller & Associates              $41,000

The Hartford                                $24,677

The CIT Group                               $20,879

Carefirst Bluecross Blueshield              $20,008

BG&E                                        $12,730

C&J Graphics, Inc.                          $12,579

American Express                            $11,866

Pitman Company                              $11,263

Xpedex                                      $10,629

Braden Sutphin Ink Co.                       $8,882

K&W Finishing, Inc.                          $8,414

Printers' Service                            $7,269

Performance Bindery, Inc.                    $6,588

Creo America                                 $5,962


PRESIDENTIAL LIFE: Fitch Withdraws Affirmed 'B' Senior Debt Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the 'B' senior debt rating of
Presidential Life Corporation and changed the outlook to Stable
from Negative. Subsequent to this action, Fitch has withdrawn the
rating due to minimal investor interest.

The Stable Outlook reflects the improved capital profile of the
company's primary subsidiary, Presidential Life Insurance Company.
NAIC risk based capital ratio increased to 222% at year-end 2003
from 183% at year-end 2002 as a result of reduced new business
strain and improved investment performance.

Fitch will no longer provide ratings or analytical coverage of
this issuer.

Presidential Life Corporation is a publicly traded life insurance
holding company based in Nyack, New York.


PROVIDIAN FINANCIAL: Settles 2001 Securities Suit for $65 Million
-----------------------------------------------------------------
Providian Financial Corp. (NYSE:PVN) and lawyers for purchasers of
Providian securities during the period June 6, 2001 through
October 18, 2001, have reached an agreement in principle to settle
a class action lawsuit brought in 2001 against the Company and
certain former executives.

The settlement provides for a payment of $65 million, to be funded
by insurance, and remains subject to finalization and court
approval.

"This settlement brings to a close the bulk of our remaining
outstanding litigation pertaining to these events from the past.
We are pleased to put these matters behind us as we continue to
focus our attention on building the new Providian," said Alan
Elias, senior vice president of Corporate Communications at
Providian.

                   About Providian

San Francisco-based Providian Financial is a leading provider of
credit cards to mainstream American customers throughout the U.S.
By combining experience, analysis, technology and outstanding
customer service, Providian seeks to build long-lasting
relationships with its customers by providing products and
services that meet their evolving financial needs.

As previously reported, Fitch Ratings upgraded the senior
unsecured rating of Providian Financial Corp. to 'B+' from 'B'.

The Rating Outlook for Providian was revised to Positive from
Stable. Approximately $1.1 billion of debt was affected by this
action.


RCN CORPORATION: Wants To Continue Intercompany Fund Transfers
--------------------------------------------------------------
Intercompany transactions like transfer of funds among Non-Debtor
Affiliates and the Debtors occur in the ordinary course of
business.  From time to time, the Non-Debtor Affiliates advance
funds to the Debtors to meet expenses, including general
corporate overhead costs and other costs.  These Intercompany
Transactions reduce the Debtors' administrative costs.  Because
the Non-Debtor Affiliates are part of the RCN Companies, the
entirety of the Intercompany Transactions among the Debtors and
the Non-Debtor Affiliates remains within the spectrum of RCN's
control.

The Intercompany Transactions are reflected either as general
ledger entries in the particular RCN Company's books and records
or, in some cases, as loans evidenced by notes.  This
bookkeeping and documentation provide records of the
Intercompany Transactions.

Accordingly, the Debtors seek Judge Drain's permission to
continue the Intercompany Transfers of Funds among them and their
Non-Debtor Affiliates.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, asserts that Intercompany Transactions among
the Debtors and the Non-Debtor Affiliates are necessary to
sustain the Debtors' limited operations and the administration of
these Chapter 11 cases.  That is, Mr. Goffman says, the Debtors
may require further intercompany advances to pay their ongoing
expenses to the extent its Bank Account is not sufficiently
funded.

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)    


SERRHEL GLYNN: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Serrhel Glynn Adams, Inc.
        dba Jr. Food Mart
        9333 Mammoth Drive
        Baton Rouge, Louisiana 70814

Bankruptcy Case No.: 04-11808

Type of Business: The Debtor operates a supermarket.

Chapter 11 Petition Date: June 2, 2004

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Patrick S. Garrity, Esq.
                  Steffes, Vingiello, & McKenzie, LLC
                  3029 South Sherwood Forest Boulevard, Suite 100
                  Baton Rouge, LA 70816
                  Tel: 225-368-1006

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Baton Rogue Tobacco                        $599,000
P.O. Box 2131
2326 Sorrel Avenue
Baton Rouge, LA 70821

Vermillion Parish School Board             $125,000

Frogs Wholesale Fuel, LLC                  $125,000

Claude M. Penn, Jr.                        $110,000

Talens Marine & Fuel                       $100,000

Livingston Parish School Board              $75,000

Baton Rouge Coke                            $50,000

East Feliciana Parish School Board          $40,000

Lyon's Specialty                            $36,000

Hancock Bank                                $24,000

Petro Chem                                  $20,000

AAA Maintenance                             $13,000

Southern Tank Testers                       $13,000

Iberia Parish School Board                  $10,000

Scardina                                     $9,000

Icee of Baton Rouge                          $4,500

All American Grease                          $4,500


SPRING AIR: Committee Hires Pepe & Hazard as Bankruptcy Counsel
---------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in Spring Air
Partners - North America, Inc.'s chapter 11 cases, asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Pepe & Hazard LLP as its counsel.

The Creditors' Committee says that Pepe & Hazard has extensive
knowledge and expertise in the areas of law relevant to Spring
Air's cases and the firm is well qualified to represent it in the
restructuring proceedings.

Pepe & Hazard will:

   a. participate in meetings of the Creditors' Committee;

   b. meet with representatives of the Debtors and the Debtors'
      professionals;

   c. review financial information relating to the Debtors;

   d. review the Debtors' Schedules of Assets and Liabilities
      and Statements of Financial Affairs;

   e. advise the Creditors' Committee regarding proceedings in
      this Court;

   f. prepare and file of pleadings and participation in
      hearings in this Court;

   g. provide analysis and review of the Debtors' businesses and
      activities;

   h. provide analysis and review of accountant work product and
      reports, if any;

   i. provide legal expertise to the Creditors' Committee;

   j. consider of he continuation, sale or liquidation of the
      Debtors' businesses and/or assets;

   k. monitor of the Debtors' activities;

   l. assist the Creditors' Committee in maximizing the value to
      be realized for the unsecured creditors of the Debtors
      from the Debtors' assets, by sale or otherwise;

   m. assist the Creditors' Committee in negotiations with the
      Debtors and, if necessary, with other parties;

   n. assist the Creditors' Committee in formulation and
      negotiation of a Chapter 11 plan and advising creditors of
      the Creditors' Committee's recommendation with respect to
      any such plan;

   o. review and analyze of liens and encumbrances upon assets
      of the Debtors; and

   p. review of possible causes of action.

Pep & Hazard's current hourly rates are:

         Designation                   Billing Rate
         -----------                   ------------
         Partners                      $250 - $450 per hour
         Special Counsel and Counsel   $310 - $400 per hour
         Associates                    $165 - $230 per hour
         Paraprofessionals             $70 - $145 per hour

The professionals currently expected to have primary
responsibility for providing services to the Creditors' Committee
are:

      Names                    Positions  Current Rates
      ----- ---------          -------    -----
      Mark I. Fishman          Partner    $350 per hour
      Charles J. Filardi, Jr.  Partner    $350 per hour
      Joshua W. Cohen          Partner    $300 per hour
      Kristin B. Mayhew        Partner    $250 per hour

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


TESORO PETROLEUM: Fitch Places Low-B Ratings on Watch Positive
--------------------------------------------------------------
Fitch Ratings has placed the debt ratings of Tesoro Petroleum
Corporation on Rating Watch Positive in anticipation of Tesoro's
redemption of its $297.5 million of outstanding 9% senior
subordinated notes. Fitch rates Tesoro's debt as follows:

          --Senior secured revolving credit facility 'BB-';
          --Senior secured notes 'BB-';
          --Senior secured term loan 'BB-';
          --Senior subordinated notes 'B'.

Tesoro has publicly announced its intent to call its outstanding
9% senior subordinated notes due 2008 on July 1, 2004 when the
call premium on the notes drops to 3%. Fitch expects Tesoro to pay
for the redemption primarily through cash on hand given Tesoro's
cash position of $116.7 million at March 31, 2004 and the strong
industry wide margins throughout the second quarter. With the
redemption of the notes and the expectation that any required
revolver borrowings would be minimal, Fitch will raise Tesoro's
senior secured ratings to 'BB' and its senior subordinated notes
to 'B+' with a Stable Rating Outlook.

Management has recently amended its credit facility to increase
its capacity to $650 million and allow for up to $100 million of
borrowings to repay subordinated debt. At March 31, 2004, Tesoro
had approximately $1.6 billion of balance sheet debt. Tesoro also
had no cash borrowings and $216 million in letters of credit
outstanding under its revolver.

Additional positive rating actions could result from further
improvement in the capital structure or conservative financing of
future growth opportunities. Tesoro should also continue to
benefit from its modest capital program compared with other
refiners which has allowed Tesoro to generate free cash flow even
under more modest refining margins. Tesoro's West Coast asset base
has already been substantially modified to meet the upcoming
federal low sulfur regulations. Under Fitch's expectations for
refining margins, Tesoro should generate EBITDA to interest
coverage of more than 5.0 times (x) with leverage as measured by
balance sheet debt to EBITDA of 2.0x to 2.5x.

While Tesoro's credit profile has improved considerably since the
Golden Eagle acquisition, Fitch continues to have concerns with
Tesoro's long-term commitment to maintaining a stronger balance
sheet. Management has shown a willingness to pay for sizable
acquisitions primarily with debt as shown with Golden Eagle in May
2002 and the BP refineries in late 2001. As noted, Tesoro has
since benefited from the stronger asset base and the prolonged
improvement in industry margins to repair its balance sheet.

Tesoro owns and operates six crude oil refineries with a rated
crude oil capacity of 560,000 barrels per day. Four of Tesoro's
refineries are on the West Coast, with facilities in California,
Alaska, Hawaii and Washington. Tesoro also has refineries in Salt
Lake City, Utah and Mandan, North Dakota. Tesoro sells refined
products wholesale or through approximately 550 branded retail
outlets.


TRI STATE ROOFING: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tri State Roofing And Siding, Inc.
        P.O. Box 586
        Hagerstown, Maryland 21740

Bankruptcy Case No.: 04-23010

Type of Business: The Debtor is a metal and roofing contractor.

Chapter 11 Petition Date: May 27, 2004

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtor's Counsel: John Douglas Burns, Esq.
                  The Burns Law Firm, LLC
                  6303 Ivy Lane, Suite 102
                  Greenbelt, MD 20770
                  Tel: 301-441-8780

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
IRS                                        $376,673
HS Pearson Jr.
1260 Maryland Avenue
Hagerstown, MD 21740

Internal Revenue Service                   $350,000
31 Hopkins Plaza
Room 1150
Baltimore, MD 21201

Morris Ginsberg                            $275,000
213 S. Central Avenue
Baltimore, MD 21202

State Of Maryland                          $140,000

Frederick Underwriters                     $114,000

Hagerstown Trust                            $90,000

North Coast Commercial Roofing System       $30,000

Tammy Mitchell Bittorf, Esq.                $21,000

State Of MD Dept Labor                      $16,000
Office Of Unemployment Insurance

Chambersburg Waste Repairs                   $5,649

NB Hardy                                     $2,000

Miamsi Life And Health                       $1,300


TXU CORP: Unit Completes Issuance of $790 Million Transition Bonds
------------------------------------------------------------------
TXU Electric Delivery Company, formerly Oncor Electric Delivery
Company, announced that its wholly owned, special purpose
subsidiary, TXU Electric Delivery Transition Bond Company LLC,
formerly Oncor Electric Delivery Transition Bond Company LLC, has
completed the issuance of approximately $790 million of Transition
Bonds. TXU Electric Delivery Company has received the net proceeds
from the issuance and will use these proceeds to retire its debt
and equity. Proceeds from equity retirements by TXU Electric
Delivery Company are expected to be used to retire short-term debt
at TXU Corp. or its other subsidiaries. The transition bonds have
interest rates ranging from 3.52% to 5.29% and scheduled final
payment dates ranging from 2009 through 2016.

TXU Electric Delivery Company also announced that it will issue a
notice of its intention to redeem the following two series of its
First Mortgage and Collateral Trust Bonds: $215 million
outstanding principal amount of 7 5/8% series due July 1, 2025
(CUSIP No. 882850CQ1) and $178 million outstanding principal
amount of 7 3/8% series due October 1, 2025 (CUSIP No. 882850CU2).
Both series of bonds are expected to be redeemed on July 7, 2004,
at redemption prices of 102.42% and 103.35% of the principal
amounts, respectively, plus accrued and unpaid interest. A portion
of the net proceeds from the Transition Bonds will be used to fund
these redemptions.

Issuance of the Transition Bonds was in accordance with a
settlement, approved by the Public Utility Commission of Texas
(PUC), of all major pending issues related to TXU's transition to
competition pursuant to the 1999 Restructuring Legislation which
restructured the electric utility industry in Texas to provide for
competition. In accordance with the settlement, TXU Electric
Delivery Company received a financing order from the PUC,
authorizing the issuance of Transition Bonds in the aggregate
principal amount of $1.3 billion to recover regulatory assets and
other qualified costs. The Transition Bonds are payable solely
from incremental delivery fee surcharges imposed on retail
electric providers in TXU Electric Delivery Company's service
area. The first series of Transition Bonds totaling $500 million
was issued in August 2003.

TXU Electric Delivery Company is a wholly owned subsidiary of TXU
(NYSE: TXU). TXU, a Dallas-based energy company manages a
portfolio of competitive and regulated energy businesses in North
America, primarily in Texas. In TXU's unregulated business, TXU
Energy provides electricity and related services to more than 2.6
million competitive electricity customers in Texas, more customers
than any other retail electric provider in the state. TXU Power
owns and operates 18,500 megawatts of generation in Texas,
including 2,300 MW of nuclear-fired and 5,837 MW of lignite/coal-
fired generation capacity. The company is also the largest
purchaser of wind-generated electricity in Texas and among the top
five purchasers in North America. TXU's regulated electric
distribution and transmission business complements the competitive
operations, using asset management skills developed over more than
one hundred years, to provide reliable electricity delivery to
consumers. TXU's electric delivery operations are the largest in
Texas, providing power to 2.9 million delivery points over more
than 98,000 miles of distribution and 14,000 miles of transmission
lines. TXU has agreed to sell its energy business in Australia,
TXU Australia, and has announced its intent to sell TXU Gas, its
largely regulated natural gas transmission and distribution
business in Texas. Visit http://www.txucorp.comfor more  
information about TXU.

                      *   *   *

As reported in the Troubled Company Reporter's May 11, 2004
edition, TXU Corp. announced has reached an agreement which
resulted in the dismissal of a lawsuit brought against TXU by
owners of approximately 39 percent of certain TXU equity-linked
debt securities issued in October 2001. Under the terms of the
agreement, TXU will repurchase all of the approximately
8.1 million equity-linked debt securities (NYSE:TXU PrC)
(approximately $400 million stated amount), held by the plaintiffs
for an aggregate price of $47.75 per unit.

The lawsuit was filed on October 9, 2003 in New York. In the
litigation, the plaintiffs alleged that a termination event had
occurred and that the plaintiffs are not required to buy common
stock under the common stock purchase contracts which apply to the
securities. The lawsuit also alleged that an event of default had
occurred under the terms of the related notes. The common stock
purchase contracts require the holders to buy TXU common stock on
specified dates in 2004 and 2005. The lawsuit, which is currently
on appeal after the trial court granted TXU's motion to dismiss,
will be dismissed by agreement of the parties.


UNITED AIRLINES: Independence Air Sues Over Misleading Information
------------------------------------------------------------------
As a result of an inaccurate and misleading communication
distributed by United Airlines regarding Independence Air's iCLUB
customer loyalty program, the low-fare airline is developing a
formal complaint that will be filed with the U.S. Department of
Transportation.

The company has also issued the following response aimed at those
who have received the misinformation from United:

     "We will challenge the status quo." That's exactly what
     Independence Air promised consumers when it unveiled its new
     brand last November.  Independence Air, the nation's newest
     low-fare service, which will begin flying in just three
     weeks on June 16th, has kept that focus every step of the
     way, particularly in designing its new iCLUB frequent flyer
     program.  Not surprisingly, the latest example of the new
     reality in low-fare air travel has drawn criticism from
     United.

     This week, United Airlines sent an [e-mail] communication to
     members of its frequent flyer program claiming Independence
     Air's iCLUB and its fresh approach as inferior to the
     program United has been pushing since 1981.  That much we
     expected.  What we didn't expect is that United would
     misrepresent the facts in a way that clearly misleads its
     own members.

     Let's clear up the misconceptions in United's e-mail
     communication.  First of all, the Independence Air iCLUB --
     which rewards travelers for the actual dollars they spend,
     instead of just the number of miles flown -- is definitely
     different from the cookie-cutter mileage programs offered by
     the old-line legacy carriers for decades.  In fact, the
     iCLUB was described in Tuesday's Wall Street Journal as "an
     unusual approach" and "unique among the big U.S. carriers."

     The simple iCLUB rules state that a customer earns one
     iPOINT for every dollar spent on Independence Air tickets --
     even including taxes, security fees and airport fees (PFCs).
     iPOINTs are credited when customers fly and are good for 12
     months.

     For each 1,500 iPOINTs accumulated in any 12-month period,
     an award will be automatically posted to the customer's
     iCLUB account, good for travel to any Independence Air
     destination within 1,500 miles of the departing city
     completed within one year.  (Two awards can be combined for
     a free roundtrip to Independence Air destinations over 1,500
     miles within the lower 48 states.)

     "When a member of the iCLUB earns an award, they will have
     something they can actually use -- every available seat on
     any flight is available for award travel.  Award seats are
     not governed by inventory controls and there are NO blackout
     dates.  Period," said Independence Air Chairman and CEO
     Kerry Skeen.

     Let's set the record straight regarding how many flights it
     takes to earn an award.  In its email message, United
     erroneously described the number of times a customer would
     have to fly between Washington and Chicago to earn a free
     roundtrip ticket as an iCLUB member when paying our lowest
     current fare on this route.

     United falsely states in their communication: "You would
     have to fly this route on Independence Air 17 times before
     you earned an award travel ticket to any of their 35
     destinations, all east of the Mississippi."  They go on to
     compare this to what it would take to earn a 25,000 mile
     award flying this route on United: six roundtrips, staying
     at a select hotel, renting a car, and using a United mileage
     credit card.  In this example it would only take 8.5
     roundtrips on Independence Air to get a free flight to these
     cities -- or any cities we will add to our network within
     1,500 miles from the departing city -- without jumping
     through any of the other hoops.

     Actually, 8.5 roundtrips is only a fair representation if a
     customer were to fly at the lowest Independence Air fare on
     every single flight.  In fact a customer could earn the same
     award by flying as few as 4.5 roundtrips.  If a customer
     pays one of our higher fares, more iPOINTs would be earned
     which could reduce the number of roundtrips necessary to
     earn a free roundtrip ticket.  By the way, Independence Air
     is an airline that's not afraid to talk about even our
     highest fare: from Washington to Chicago you won't pay more
     than $346.20 roundtrip -- even for last minute travel.

     And, United fails to mention inventory restrictions.  Their
     25,000 mile award has them.  iCLUB awards don't.

     "In launching Independence Air, we set out to challenge the
     status quo to make air travel fast, simple and easy.  We
     knew that would give the competition heartburn, but we're
     not here to make the competition happy -- just the traveling
     public," continued Skeen.  "The ease and common sense
     concept embodied in our iCLUB continues to fulfill the
     promise we made to our customers."

     Furthermore, while the iCLUB is an important component to
     the entire Independence Air business platform, it's just the
     icing on the Independence Air cake.  In reality, customers
     flying on Independence Air -- whether they travel frequently
     or not -- win on many levels; low fares on every flight
     every day, frequent service (including 8 flights or more per
     day from Washington Dulles to many cities), assigned seats,
     no overbooking and inspired service.

     So, from now on, question those things you read that compare
     one frequent flyer program, or one airline to another.  Make
     sure what you're reading is true.  Because sometimes the
     information being presented to you as fact -- from one of
     America's oldest names in the airline industry -- is not
     factually correct at all.

     Thank you for taking the time to seek the real truth.  We
     will continue to work hard every day to create a new
     experience in air travel -- one that is convenient,
     inexpensive and genuine.

Independence Air service from Washington Dulles begins June 16th,
and will quickly grow to 35 destinations this summer, with a total
of 600 system-wide flights by summer's end.  All fares are sold
one-way and a Saturday night stay is NOT required for any fare.  
Web users who visit http://www.FLYi.comand sign up for a free  
iCLUB membership receive an additional $25 off their first round-
trip.

Parent company Atlantic Coast Airlines Holdings, Inc. (Nasdaq:
ACAI) is based in Dulles, VA and employs over 4,100 aviation
professionals.  Later this year, the company plans to change its
name to FLYi, Inc., and its ticker symbol to FLYI.

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


US AIR: Court Says Too Late to Reverse Pension Termination Order
----------------------------------------------------------------
The United States Court of Appeals for the Fourth Circuit
dismisses an appeal by the Retired Pilots Association of U.S.
Airways, Inc., against Judge Mitchell's order authorizing U.S.
Airways Group, Inc., to terminate a pension plan it maintained
for its pilots.

In a nine-page opinion dated May 27, 2004, Circuit Judges J.
Harvie Wilkinson, III, and Robert B. King, and District Judge for
the District of Maryland, William D. Quarles, Jr., sitting by
designation, hold that the reversal of the Termination Order at
this late stage would undermine U.S. Airways' reorganization plan
and the interests of third parties relying on the plan.

                      The Termination Order

During the course of its reorganization, U.S. Airways asked the
Bankruptcy Court for permission to terminate the pension plan it
maintained for its pilots.  The Retired Pilots opposed the
request.  The Bankruptcy Court found that U.S. Airways
demonstrated that it could not succeed in its reorganization
efforts without terminating the pension plan.  The Bankruptcy
Court, therefore, authorized U.S. Airways to effect a distress
termination of the pension plan, and replace it with a new
pension plan that would cover only active and other non-retired
pilots.

                      District Court Appeal

The Retired Pilots appealed the Termination Order on March 6,
2003 to the U.S. District Court for the Eastern District of
Virginia, before District Judge Leonie M. Brinkema.  The Retired
Pilots argued that U.S. Airways could have met its financial
projections and could have reorganized itself without immediately
terminating the pension plan.

The Retired Pilots, however, did not ask for a stay of the
Termination Order, and neither did it challenge or request a stay
of U.S. Airways' proposed reorganization plan.

By the time the Retired Pilots' challenge reached the District
Court, the Termination Order had been fully consummated, and U.S.
Airways' reorganization plan had been confirmed and substantially
implemented.  

The District Court, hence, dismissed the appeal as equitably
moot.

The Retired Pilots contested the District Court's decision and
went to the 4th Circuit Court for help.  This matter was
designated case no. 03-1825.

           4th Circuit Affirms District Court Decision

Judge Wilkinson explains that the doctrine of equitable mootness
represents a pragmatic recognition by courts that reviewing a
judgment may, after time has passed and the judgment has been
implemented, prove "impractical, imprudent, and therefore
inequitable."  MAC Panel Co. v. Va. Panel Corp., 283 F.3d 622,
625 (4th Cir. 2002).

Judge Wilkinson notes that the Retired Pilots never sought to
stay the Termination Order, nor expedite its appeal of that
Order.  The Retired Pilots did not attempt to stay the
Confirmation Order or stall the implementation of the
reorganization plan.  Instead, the Retired Pilots sat idly by as
U.S. Airways continued the reorganization process and completed
hundreds of transactions with third parties.  The Retired Pilots
offer no explanation for their failure to act.

The Termination Order and the Confirmation Order have been
consummated.  The Termination Order was consummated on March 21,
2003 when U.S. Airways resolved the collective bargaining
agreement dispute with the Air Line Pilots Association.  Once the
pension plan was terminated, the Confirmation Order was
consummated because U.S. Airways had satisfied the last condition
to meeting its financial projections, and became able to access
the $1,240,000,000 in exit financing and equity investment.

According to Judge Wilkinson, there is no way the reversal of the
Termination Order could be granted without undoing the
reorganization plan, and without adversely impacting third
parties.  Reinstating the large unfunded pension liability would
undermine the conditions that U.S. Airways' lenders placed on
their loans.  To obtain financing from the Air Transportation
Stabilization Board, The Retirement Systems of Alabama Holdings,
LLC, and Bank of America, U.S. Airways had to meet certain
financial projections, which the Bankruptcy Court determined
would be unlikely without terminating the pension plan.  

In addition, U.S. Airways has paid millions of dollars worth of
administrative claims.  It has cured prepetition defaults on
thousands of executory contracts and unexpired leases and
continued to perform under those contracts and leases, as
modified during the airline's reorganization.  U.S. Airways has
also begun the process of resolving other secured claims.  The
third parties that engaged in these transactions with U.S.
Airways relied on the success of the reorganization plan, and did
not anticipate the risks of a reinstatement of the massive
pension liability.

The Retired Pilots stress that the Bankruptcy Court and U.S.
Airways' creditors required only some resolution of the pension
funding issue, and they did not require specifically that the
pension plan be terminated.  Thus, the Retired Pilots argue,
termination of the pension plan was not absolutely necessary to
formulating a workable reorganization plan.  If the Bankruptcy
Court can now formulate a workable reorganization plan in which
the pension plan is reinstated, then, Retired Pilots contend, the
reversal of the Termination Order would not harm the
reorganization plan or third parties relying on it.

This argument misses the mark.  The 4th Circuit Court notes that
U.S. Airways explored a variety of solutions to the pension
funding issue, but ultimately it concluded -- and the Bankruptcy
Court agreed -- that a distress termination was the only viable
option.  But even assuming that the Retired Pilots are correct
and that an alternative solution could be devised, an alteration
at this stage would still affect the current structure of the
reorganization plan.  By reversing the Termination Order, the 4th
Circuit Court would essentially "un-satisfy" a necessary
condition to U.S. Airways' confirmation order and its entitlement
to $1.24 billion in equity investment and exit loans.  To resolve
the problems this would create, other parts of the plan would
have to be reconfigured:

   -- approval by U.S. Airways' lenders and the Bankruptcy Court
      would have to be obtained;

   -- distributions under the plan would have to be reworked; and

   -- a variety of completed transactions and banking
      arrangements would have to be undone.

"[R]evisiting the issue at this point would be wholly
impractical," Judge Wilkinson says.

What is done cannot now be undone, Judge Wilkinson concludes.

A full-text copy of the 4th Circuit Court's Opinion is available
at http://bankrupt.com/misc/Fourth_Circuit_Opinion.pdfat no  
extra charge. (US Airways Bankruptcy News, Issue No. 56;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


U.S. WIRELESS: Lease Decision Period Extended through June 30
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District of
New York, U.S. Wireless Data, Inc., obtained an extension of its
lease decision period.  The Court gives the Debtors until June 30,
2004, to determine whether to assume, assume and assign or reject
its unexpired nonresidential real property leases.

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.


VILLA ST. MICHAEL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Villa St. Michael Limited Partnership
        4800 Seton Drive
        Baltimore, Maryland 21215

Bankruptcy Case No.: 04-23064

Type of Business: The Debtor operates Villa St. Michael Nursing
                  and Retirement Center located in Baltimore,
                  Maryland.

Chapter 11 Petition Date: May 27, 2004

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Constance M. Hare, Esq.
                  Mehlman, Greenblatt & Hare, LLC
                  1838 Greene Tree Road, Suite 360
                  Baltimore, MD 21208
                  Tel: 410-486-4790
                  Fax: 410-486-4360

Total Assets: $1 Million to $10 Million

Total Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
State of Maryland                          $651,677
P.O. Box 17132
Baltimore, MD 21297-0175

Internal Revenue Service                   $443,017
31 Hopkins Plaza, Room 1150
Baltimore, MD 21201

Allegheny Hearing & Speech, Inc.           $188,197

Elite Medical Care, Inc.                   $148,000

Pharmerica, Inc.                           $107,900

Ober, Kaler, Grimes & Shriver               $87,442

Sacks, Trotta, Koppleman, LLC               $80,016

Prime Medical Supply Co, Inc.               $77,490

Gulf South Medical Supply                   $71,839

Abibank Home Care Services, Inc.            $67,518

Stanley Njekem                              $52,250

Siskind, Grady, Rosen, Hoover & Levin       $47,598

McDowell Medical Services, Inc.             $43,605

Lifeline Staffing Services                  $40,969

HCF&L, PA                                   $30,298

Temporary Help, Inc.                        $27,477

Proskauer Rose, LLP                         $26,809

Ethio Nurses Inc.                           $26,510

Care Ready Nursing, Inc.                    $25,364

Temple Health Services, Inc.                $24,622


WATERFORD ON LAKE: Files Plan and Disclosure Statement in Texas
---------------------------------------------------------------
Waterford on Lake Travis, Ltd., filed its Chapter 11 Plan of
Reorganization and a Disclosure Statement explaining that Plan
with the U.S. Bankruptcy Court for the Western District of Texas,
Austin Division.  Full-text copies of the documents are available
for a fee at:

  http://www.researcharchives.com/bin/download?id=040604222043

                           and

  http://www.researcharchives.com/bin/download?id=040604222337

According to the Plan, Administrative Expense Claims which are
Allowed Claims prior to the Effective Date will be paid on or
before the Effective Date and Administrative Expense Claims which
become Allowed Claims after the Effective Date of the Plan will be
paid when allowed.

The Plan provides for 7 classifications of claims and interests
according to how they are treated:

   Class                Treatment
   -----                ---------
   1 - Secured Tax      Unimpaired. Will be paid in full on the
       Claims           Effective Date.

   2 - Priority Claims  Unimpaired. Will be paid in full on the
                        Effective Date.

   3 - Secured Claim    Unimpaired. Will be paid in full on the
       of Waterford LT  Effective Date or at such time it
       Partners         becomes an Allowed Claim, whichever is
                        later.


   4 - Secured Claim    Unimpaired. Will retain its lien and
       of City of       receive such other treatment that will
       Austin           render such claim unimpaired.

   5 - Secured Claim    Unimpaired. Will retain its lien and
       of Regions Bank  receive other treatment that will render
                        the claim Unimpaired. The Debtor will
                        assume the letter of credit obligation
                        so that is shall pass through bankruptcy
                        unaffected.

   6 - General          Unimpaired. Will be paid in full on the
       Unsecured        Effective Date.
       Claims
                        
   7 - Equity           Unimpaired. Will retain their interests
       Interests        in the Debtor in the same nature,
       in the Debtor    priority and effect.  

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


WATERFORD ON LAKE: Hires Strasburger & Price as Attorneys
---------------------------------------------------------
Waterford On Lake Travis, Ltd., sought and obtained approval from
the U.S. Bankruptcy Court for the Western District of Texas,
Austin Division to employ Strasburger & Price, LLP as its
attorneys in its chapter 11 proceeding.

The Firm will provide legal services and advice to the Debtor in
connection with its efforts to reorganization its business affairs
and restructure debts.

Stephen A. Roberts, Esq., and Duane J. Brescia, Esq., will be
principally employed to provide legal services to the Debtor.  Mr.
Roberts' hourly rate is currently $375 and Mr. Brescia's is $225.

From time to time, other attorneys in the Firm may be utilized
when necessary. The firm's current rates are:

         Designation          Billing Rate
         -----------          ------------
         attorneys            $175 to $475 per hour
         legal assistants     $35 to $175 per hour

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


WEIRTON STEEL: Wants Court to Fix July 2 As Admin. Claims Bar Date
------------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells the Court that a deadline for filing
administrative expense claims is necessary so that the Weirton
Steel Corporation Debtors can determine the universe of
administrative expense claims in their cases and conduct an
expeditious process to resolve these claims.  An Administrative
Claims Bar Date is also important so that the Debtors will have
complete and accurate information regarding the nature, amount and
scope of the alleged Administrative Expense Claims against their
estates.

At the Debtors' request, the Court:

   (a) establishes July 2, 2004 as the last day for creditors to
       file requests for payment of administrative expense claims
       incurred from May 19, 2003 through May 16, 2004;

   (b) approves the form and manner of notice of the
       Administrative Claims Bar Date; and

   (c) approves the administrative claim form.

The Administrative Claims Bar Date apply to all unpaid
Administrative Expense Claims held by all creditors arising from
the Petition Date through and including May 16, 2004, except for:

   -- Administrative Expense Claims of professionals retained in
      these Chapter 11 cases pursuant to Sections 327, 328, 330,
      331, and 503(b) of the Bankruptcy Code;

   -- All fees payable and unpaid under Section 1930 of the
      Judicial Procedures Code;

   -- Any grievance or other claim by a member or former member
      of the Independent Steelworkers Union or the International
      Guards Union;

   -- Any claim by a former employee for benefits under the
      Temporary Layoff Program, the Workforce Reduction Program,
      or the Temporary Low Earnings Program;

   -- Any claim for retiree benefits within the meaning of
      Section 1114;

   -- Any claim by an individual for workers' compensation
      benefits; and

   -- Administrative Expense Claims that have already been
      properly filed with the Bankruptcy Court or allowed by the
      Court.

Only the West Virginia Workers' Compensation Commission has
standing to assert a claim for unpaid workers' compensation
benefits.  Any claim by an individual for those benefits is
included within the categories of Excluded Claims.  

Except with respect to the Excluded Claims, any person or entity
who is required to file an Administrative Expense Claim but fails
to do so on or before the Administrative Claims Bar Date, will be
forever barred, estopped and enjoined from asserting an
Administrative Expense Claim.  The Debtors and their estates will
not be liable for any indebtedness or liability with respect to
the Administrative Expense Claim.  Also, any holder will be
prohibited from participating in any distribution in these
Chapter 11 cases on account of the Administrative Expense Claim.

The Debtors will serve the Administrative Claims Bar Date Notice
and an Administrative Claim Form by first class mail, no later
than June 4, 2004, to:

   (1) the Official Service List established in these cases;

   (2) those parties who have requested notice pursuant to Rule
       2002 of the Federal Rules of Bankruptcy Procedure;

   (3) the U.S. Trustee;

   (4) counsel to the Official Committee of Unsecured Creditors;

   (5) counsel to the Debtors' postpetition lenders;

   (6) all known counterparties to the Debtors' executory
       contracts;

   (7) any party believed to have provided postpetition goods or
       services to the Debtors;

   (8) all taxing authorities for the jurisdictions in which the
       Debtors have done business or owned property during the
       pendency of these cases; and

   (9) all other creditors that the Debtors have reason to
       believe may hold Administrative Expense Claims.

The Debtors' operations created the potential for the existence
of unknown claims against them.  The potential claims may include
claims of trade vendors, customers or former employees, as well
as other claims that for some reason are not recorded on the
Debtors' books and records.  With the Court's permission, the
Debtors will publish, on or prior to June 4, 2004, the
Administrative Claims Bar Date Notice once in each of:

   (1) the regional edition of The Wall Street Journal,

   (2) the Pittsburgh Post-Gazette,

   (3) the Weirton Daily Times, and

   (4) American Metal Markets

All Administrative Claim Forms must be duly executed, be written
in English, and set forth the applicable Debtor's name and
Chapter 11 case number.  All amounts claimed must be in U.S.
dollars.  The Forms must include copies of any writings on which
the Administrative Expense Claim is based and a brief summary of
the grounds in support of the request.

The Debtors expressly reserve their right to dispute, or assert
offsets or defenses against any Administrative Expense Claim as
to amount, liability, classification or otherwise, and object to
any Administrative Expense Claim. (Weirton Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WESTIN HOTELS: Westin's Michigan Avenue Property Up For Sale
------------------------------------------------------------
Westin Realty Corp., the general partner of Westin Hotels Limited
Partnership (WHLP), announced that it has commenced a process of
marketing The Westin Michigan Avenue in Chicago, Illinois for
sale. WHLP has hired Jones Lang LaSalle Hotels to market the sale
of The Westin Michigan Avenue.

The Property offers a full array of first class amenities
including 751 fully refurbished guestrooms and suites, the popular
The Grill on the Alley restaurant and over 37,000 square feet of
meeting and banquet space. It is ideally located in the heart of
the "Magnificent Mile" along Michigan Avenue and well positioned
to attract corporate, leisure and convention demand. The Chicago
MSA lodging market is expected to show strong growth with
favorable travel, leisure and convention demand anticipated. The
Hotel is being offered with the existing management agreement with
Westin Hotels & Resorts.

"The Westin Michigan Avenue is in excellent physical condition and
has improved its competitive position in recent years. Given the
expected upturn in the lodging industry and the strength of the
capital markets, particularly within the lodging sector, we
believe now is a good time to sell this well positioned property,"
explains Tom Smith a director of the general partner.

                General Partner Will Liquidate

The general partner, Westin Realty Corp., intends to conduct an
orderly liquidation of WHLP after it has sold The Westin Michigan
Avenue.

                         *   *   *

               Liquidity and Capital Resources

In its Form 10-Q for the period ended March 31, 2004 filed with
the Securities and Exchange Commission, Westin Hotels Limited
Partnership reports:

"As of March 31, 2004, we had cash and cash equivalents of
approximately $31,669,000, a $1,689,000 decrease from December 31,
2003. The decrease in cash during the three months ended March 31,
2004 was due primarily to the quarterly dividend payment of
$911,000 made on March 15, 2004, and a lesser amount of cash
generated by the decrease in volume of hotel operations.

"Pursuant to the mortgage loan restructuring agreement, we are
required to make quarterly deposits to a furniture, fixtures and
equipment reserve account, in accordance with the Restructuring
Agreement, based upon 5% of gross revenues through the maturity of
the mortgage loan in 2006. The Michigan Avenue's FF&E Reserve
Account balance of approximately $2,209,000 is included in other
assets in the accompanying consolidated balance sheet as of March
31, 2004.

"The Restructuring Agreement also requires that we make deposits
into a tax escrow account for payment of real and personal
property taxes. As of March 31, 2004, the balance of this tax
escrow account of $2,643,000 is included in cash and cash
equivalents in the accompanying consolidated balance sheet.

"We spent $42,000 on capital expenditures during the three months
ended March 31, 2004 primarily related to upgrades to
telecommunications equipment and the completion of the renovation
of the lobby. All capital projects have been approved by the
mortgage loan lender, as required by the Restructuring Agreement.

"Principal payments of $347,000 and interest payments of $427,000
were made on the mortgage loan during the three months ended March
31, 2004. Scheduled principal and interest payments for the
remainder of 2004 total approximately $2,319,000.

"At this time, we anticipate that cash on hand and cash flow from
operations will provide adequate funding for 2004 capital
expenditures and principal and interest payments on the mortgage
loan. A cash distribution of $6.72 per Unit was paid on March 15,
2004. Future distributions will be based on Available Net Cash
Flow, as defined in the Partnership Agreement, and are dependent
upon the Net Cash Flow, as defined, generated by the Hotel and the
adequacy of cash reserves. The amount of each distribution will be
determined by us at the end of each calendar quarter according to
economic conditions and the terms of the Partnership Agreement and
will be distributed to our limited partners within 75 days of the
end of the quarter. However, if a refinancing of the Michigan
Avenue is consummated and a special distribution is made in
connection with that transaction, there can be no assurance that
there will be sufficient cash flows after such a distribution to
continue quarterly distributions to the Limited Partners at the
current levels."


W.R. GRACE: Judge Fitzgerald Grants Another Exclusivity Extension
-----------------------------------------------------------------
Judge Fitzgerald ruled from the bench that W.R. Grace's exclusive
periods will remain intact and will be extended.  The precise
date is uncertain.  Jeff St. Onge at Bloomberg News reports that
W.R. Grace's exclusive period to file a chapter 11 plan is
extended by six months to early October.  

W.R. Grace, "as far as I can tell, is happy to stay in
bankruptcy, Mr. St. Onge reports Peter Van N. Lockwood, Esq., at
Caplin & Drysdale, Chartered, representing the Asbestos
Claimants' Committee, told Judge Fizgerald.  "We're going to be
here forever," Mr. Lockwood complained.   

Judge Fitzgerald overruled the objections interposed by the
Asbestos constituencies, but made it clear, Mr. St. Onge relates,
that she'd like to see a plan within 90 days and definitely
within the next 120 days.  

"We have been at an impasse with the asbestos injury claimants,"
David Bernick, Esq., at Kirkland & Ellis LLP, representing the
Debtors, reminded Judge Fitzgerald.  "We are prepared to craft a
plan that we hope represents the consent of all constituencies
except the bodily injury claimants," Mr. Bernick said, according
to Mr. St. Onge.  (W.R. Grace Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Cadwalader Attorneys Claim More Burton Laurels
------------------------------------------------
Once again, attorneys from Cadwalader, Wickersham & Taft LLP have
claimed a prestigious Burton Award for Legal Achievement.  Partner
Jonathan D. Polkes and associates Adam S. Lurie and Sean Toomey
were recognized for their article entitled "White-Collar Crime:
Obstruction of Justice Nexis Requirement Unclear in New Statutes,"
which was published in the New York Law Journal. This achievement
marks the third time Cadwalader attorneys have been so honored.
The firm also will be recognized for having members who have won a
Burton Award for three years.

"Using clear, plain and effective language is good for lawyers,
clients and the legal profession. We are proud that our attorneys
consistently produce excellent written materials and are honored
to have been recognized for this achievement," said Robert O.
Link, Jr., Chairman and Managing Partner of Cadwalader.

Mr. Polkes, a partner in Cadwalader's Litigation Department
resident in the New York office, is a former federal prosecutor
who principally handles regulatory, criminal and civil matters for
clients in the financial services industry. He has represented
prominent institutional clients and executives in virtually every
major legal event to have affected Wall Street in recent memory.
Mr. Lurie, an associate in the firm's Washington Litigation
Department, focuses his practice on complex civil litigation and
white collar criminal defense. Mr. Toomey is a litigation
associate in New York who represents both individuals and
corporations in a wide range of complex civil and criminal matters
and in regulatory investigations involving the financial services
industry.

The Burton Awards for Legal Achievement, a nationally recognized
program now celebrating its fifth year, recognizes excellence and
clarity in legal writing. Presented in association with the Law
Library of Congress, the awards ceremony will be held on June 14
in the Great Hall of the Library of Congress in Washington, D.C.
The keynote speaker will be Paula Zahn, CNN host and moderator.
The Burton Awards honor 20 winners from nominations received from
the top 500 law firms and 10 winners from leading law schools
across the nation. Managing partners of law firms and law school
deans nominate the submissions, which include articles written in
journals, law reviews and publications from the previous year. The
entries are judged by an academic board led by Virginia Wise, a
renowned teacher at Harvard Law School; Anne E. Kringel, a widely
acknowledged expert in legal writing at the University of
Pennsylvania Law School; Grace Tonner, a prominent professor from
University of Michigan Law School; a distinguished judge from
California's Superior Court; and William Ryan, a direct descendent
of Noah Webster.

                       About Cadwalader

Cadwalader, Wickersham & Taft LLP, established in 1792, is one of
the world's leading international law firms, with offices in New
York, London, Charlotte and Washington. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in securitization,
structured finance, mergers and acquisitions, corporate finance,
real estate, environmental, insolvency, litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters. More information about Cadwalader can be
found at http://www.cadwalader.com/

                    About the Burton Awards

The Burton Foundation is a not-for-profit, cultural and academic
organization devoted to promoting the legal profession. It is the
first national program dedicated to refining and enriching legal
writing by lawyers and law school students. The program is held
annually and rewards authors who use plain, modern language and
avoid archaic, stilted legalese. The founder of the program is
William C. Burton a partner in the international law firm of
D'Amato & Lynch and former New York State Assistant Attorney
General. Mr. Burton is the author of the authoritative reference
book, Burton's Legal Thesaurus, published by McGraw-Hill. He is
also the co-founder of the Holmes Debates, a program devoted to
examining critical issues facing the judiciary.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 10-12, 2004
   ALI-ABA
      Chapter 11 Business Reorganizations
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 14-15, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Advanced Education Workshop
          Toronto Univesity, Toronto Canada
             Contact: 312-578-6900 or www.turnaround.org

June 24-25, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Seventh Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
         Companies
            The Millennium Knickerbocker Hotel - Chicago
               Contact: 1-800-726-2524; 903-592-5168;
                        dhenderson@renaissanceamerican.com  

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
                  Contact: 1-800-726-2524; 903-592-5168;
                           dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***