TCR_Public/040610.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, June 10, 2004, Vol. 8, No. 115

                           Headlines

680 MEMORIAL PARKWAY: Case Summary & Largest Unsecured Creditors
ADELPHIA BUSINESS: Agrees to Settle Illuminet's Claims for $421K
ALLMERICA FINANCIAL: S&P Upgrades Ratings From B+ To BB
ALASKA COMMUNICATIONS: S&P Places Ratings on CreditWatch Negative
ALLEGIANCE TELECOM: SDNY Bankr. Court Approves Reorganization Plan

ALLEGIANCE: Shared Technologies Emerges as Independent Company
ARLINGTON HOSPITALITY: PMC Agrees to Postpone Rent Until June 30
BEAR STEARNS: Fitch Assigns Low-B Ratings to 6 2002-PBW1 Classes
BRIAZZ INC: Case Summary & 21 Largest Unsecured Creditors
BUSH INDUSTRIES: U.S. Trustee Names Equity Security Holders Panel

CADMUS COMMS: S&P Rates Proposed $125MM Senior Sub. Notes at B
CLAREMONT PROJECT: Has Until June 11 to File Schedules
COEUR D'ALENE: Questions Wheaton River's Bid Voting Procedures
COMM 2004-LNB3: S&P Assigns Low-B Prelim. Ratings to 6 Classes
CONCENTRA: Sells $155 Million of 9.125% Senior Subordinated Notes

DETROIT MEDICAL: Improved Operations Prompt S&P's Stable Outlook
DIVERSIFIED CORPORATE: Has Unpaid Tax Liabilities of $2.5 Million
DUO DAIRY: Committee Hires Ballard Spahr as Bankruptcy Counsel
ENRON CORP: Asks Court To Authorize Chowtaw & Zephirus Settlement
ENRON CORPORATION: Wants Approval Of Hawaii Structure Settlement

ENRON: Selling Loan Agreements To Cityforest For $6,250,000
FLEMING COMPANIES: Agrees to Resolve Dunigan Committee Disputes
FUN-4-ALL CORP: Case Summary & 20 Largest Unsecured Creditors
GREAT PLAINS: Prices Common Stock & Convertible Debt Offerings
GREENPARK FRANKLIN: US Trustee to Meet with Creditors on June 29

HEALTHSOUTH: Reaches Pact With Noteholders On Consent Solicitation
HOLLINGER INC: Satisfies Escrow Conditions for Share Conversion
HOLLINGER INTERNATIONAL: OSC Issues Permanent Cease Trade Order
INTEGRAL VISION: Raises $1 Million From Restricted Stock Sale
INTEGRATED HEALTH: Sprint Corp. Agrees to Withdraw $1.2M Claim

ITERIS HOLDINGS: Fiscal Fourth Quarter Results Enter Positive Zone
KEY ENERGY: S&P Lowers Ratings to B & Maintains Negative Watch
KITCHEN ETC INC: Case Summary & 20 Largest Unsecured Creditors
KMART CORP: Florida Tax Collectors Ask For Adequate Protection
LIFESTREAM TECHNOLOGIES: FDA Clears New Diagnostic Technology

MANDALAY RESORT: MGM Mirage Extends Acquisition Offer to June 11
MARINE BIOPRODUCTS: Alberta Commission Issues Cease Trade Orders
MILLENIUM ASSISTED: Case Summary & 20 Largest Unsecured Creditors
MIRANT AMERICAS: Modesto Irrigation Press for Lease Decision
MJ RESEARCH: Turns to KPMG for Financial & Restructuring Advice

NATL CENTURY: Tri-Yar Asks Court to Go On with Lincoln Clinic Sale
NATIONAL SCHOOL: Case Summary & 20 Largest Unsecured Creditors
NEXTWAVE: Wants Court Nod to Auction Six Licenses on July 8
NORTHSTAR 1997-1: Fitch Maintains Classes A-2 & B's Junk Ratings
NORTHWESTERN INV: Fitch Affirms Junk Ratings on Class B Notes

NORTHWEST TIMBERLAND: Voluntary Chapter 11 Case Summary
MESA GLOBAL: S&P Affirms BB Rating on Ser. 2002-3 Class B-2 Notes
MORTON'S RESTAURANT: S&P Cuts Corp. & Senior Debt Ratings to B-
OCTAGON INDUSTRIES: Alberta Commission Issues Cease Trade Orders
OMNI FACILITY: Case Summary & 20 Largest Unsecured Creditors

PACIFIC E-LINK: Alberta Commission Imposes Cease Trade
PACIFIC GAS: CPUC Approves General Rate Case Proceeding
PARMALAT GROUP: A.T. Kearney Validates 2004-2006 Industrial Plan
PARMALAT GROUP: U.S. Debtors Tap AP Services As Crisis Managers
PEGASUS: Obtains Interim Okay to Maintain Existing Bank Accounts

PG&E NATIONAL: Court Okays Charles Mooney As USGen's Consultant
PLAYBOY: S&P Affirms B Rating & Revises Outlook to Positive
PREFERRED RIVERWALK: Wants Until July 19 to File Bankr. Schedules
QUANTUM CORP: Edward Hayes, Jr., Assumes Duties as New CFO
QWEST COMMS: Inks New 3-Year $6MM Contract with Burlington Coat

RCN CORPORATION: Wants to Restrict Trading to Preserve NOLs
RELIANCE FINANCIAL: Bank Panel Files Amended Reorganization Plan
RS GROUP: Forms Strategic Alliance with Invvision Capital
S WILLIAMS INC: Case Summary & 20 Largest Unsecured Creditors
SEVEN VENTURES: Closes Merger with Equitex Unit, Chex Services

SLATER STEEL: Industrialinfo.com Reports on Asset Disposition
SMITHFIELD FOODS: Buying French Company Jean Caby for $33MM Plus
SPECTRASCIENCE: Commences Shareholder Rights Offering
SPEIZMAN INDUSTRIES: Section 341(a) Meeting Scheduled for July 1
STEWART ENTERPRISES: Reports Improved Earnings in Second Quarter

STEWART: Looks for New CEO as William Rowe Retires in October
SUNAMERICA CBO: Fitch Rates 67.47% of Bonds Held at CCC+ or Lower
SUPERIOR ESSEX: Tarboro Plant to Benefit from Belden Acquisition
SWEETHEART: S&P Withdraws Ratings After Solo Cup Acquisition
TANGER FACTORY: Sells Two Small Non-Core Centers for $6.98 Million

UNIGLOBE.COM: Alberta Commission Orders 15-Day Cease Trade
UNIREX CORP: Alberta Securities Commission Orders Cease Trade
UNITED AIRLINES: Increases Existing Fuel Surcharge To $15 Each Way
US AIRWAYS: Wants Approval Of Codesharing Deal With Bahamasair
USG CORPORATION: Court Appoints David Geronemus As Mediator

WEIRTON STEEL: Employs Consultants To Wind Up Affairs
W.R. GRACE: Taps Latham & Watkins as Special Environmental Counsel

* Kroll Expands Restructuring Capabilities in Europe

                           *********

680 MEMORIAL PARKWAY: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 680 Memorial Parkway Realty Holdings LLC
        237 South Street
        P.O. Box 2049
        Morristown, New Jersey 07962-2049

Bankruptcy Case No.: 04-29055

Chapter 11 Petition Date: June 7, 2004

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Morris S. Bauer, Esq.
                  Ravin Greenberg PC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068-1028
                  Tel: 973-226-1500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Berger & Bornstein                          $25,000

Realty Management Associates, LP            $18,648

Hamilton Group                              $13,609

Pinillis Halpern, LLP                       $10,000

Petillo Enterprises                          $1,866

Studer and McEldowney                          $600

Art Levy Associates                            $450


ADELPHIA BUSINESS: Agrees to Settle Illuminet's Claims for $421K
----------------------------------------------------------------
Illuminet, Inc., filed an unsecured proof of claim for $501,572
against Adelphia Business Solutions, Inc.  The Claim is based on
unpaid prepetition accounts receivable under certain existing
agreements.  In a Court-approved stipulation, the parties agree
that:

   (a) ABIZ will reject the Existing Agreements and enter into
       new agreements with Illuminet to provide services to ABIZ;

   (b) ABIZ and Illuminet will revise the pricing, which will
       become effective as of the effective date of the New
       Agreements.

   (c) Without further delay, ABIZ will pay to Illuminet:

       -- $100,000, representing full and final settlement of the
          Prepetition Amounts; and

       -- $321,600, representing full and final payment of the
          postpetition amounts billed as of March 31, 2004.

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc., now known as TelCove -- http://www.adelphia-
abs.com/ -- is a leading provider of facilities-based integrated
communications services to businesses, governmental customers,
educational end users and other communications services providers
throughout the United States.  The Company filed for Chapter 11
protection on March March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-
11389) and emerged under a chapter 11 plan on April 7, 2004.  
Harvey R. Miller, Esq., Judy G.Z. Liu, Esq., Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $ 2,126,334,000 in assets and $1,654,343,000 in debts.
(Adelphia Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLMERICA FINANCIAL: S&P Upgrades Ratings From B+ To BB
-------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Allmerica Financial Life
Insurance & Annuity Co. and its wholly owned subsidiary First
Allmerica Financial Life Insurance Co. to 'BB' from 'B+'.

The outlook is stable.

"The upgrade reflects a significant stabilization of AFL's
statutory capital base in the past year," explained Standard &
Poor's credit analyst Jon Reichert.

Standard & Poor's expects AFL will remain in run-off, and that the
capital adequacy ratio will remain more than 175% and earnings on
both a statutory and GAAP basis will remain positive.

Management is successfully implementing a strategy for AFL of
stabilizing its statutory capital base and prospective statutory
earnings, thereby reducing the potential for additional capital
contributions from Allmerica Financial Corp. AFL is now in a
position to provide cash to AFC, and did receive regulatory
approval to make a $25 million dividend payment at year-end 2003.
The liabilities of AFL are in run-off, and no new business is
being sold by this entity.

The ratings also incorporate a degree of implied support from the
larger Allmerica Financial Group for sharing a common name, and to
reflect management's demonstrated track record of supporting AFL.


ALASKA COMMUNICATIONS: S&P Places Ratings on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Alaska
Communications Systems Group Inc. and Alaska Communications
Systems Holdings Inc., including the 'B+' corporate credit rating,
on CreditWatch with negative implications.

"The action is based on concerns that financial risk will increase
following the proposed sale of $400 million in income deposit
securities, exacerbated by ongoing competitive pressure,"
explained Standard & Poor's credit analyst Eric Geil. Proceeds
from the IDSs, which consist of units of dividend-paying common
stock and subordinated debt, will be used, in part, to repay the
company's $200 million senior secured term loan and to fund a cash
payment to existing stockholders. ACS has not disclosed the equity
and debt composition of the IDSs or the company's resulting
capitalization. The company expects to complete the transaction in
the third quarter of 2004.
    
Based on other recent transactions, IDS common stock dividends
typically consume a substantial portion of a company's free cash
flow and limit potential deleveraging. Given ACS's anticipated $50
million-$55 million capital expenditures for 2004 (which includes
roughly $20 million to fund growth-related projects) and negative
free cash flow in the first quarter of 2004, a meaningful erosion
of the company's cash balance could occur. At the current rating
level, Standard & Poor's considers ACS's cash important in
weathering the very competitive Alaska telecommunications market.

Although a portion of the IDS proceeds will be used to retire the
company's existing senior secured debt, the transaction suggests a
more aggressive financial policy. ACS will be rewarding
shareholders while impairing further debt reduction. Even though
ACS will have legal discretion on declaring the IDS dividends,
market pressure could weigh on the company's willingness to
terminate these distributions, which could also negatively affect
investment spending needed to maintain business competitiveness.
Furthermore, ACS's primary revenue and EBITDA generator -- its
local exchange telephone business -- continues to suffer a shift
of access lines from retail lines to those sold at substantially
discounted rates to competitive providers, principally cable
operator GCI Inc. In the 12 months ended March 31, 2004, retail
access lines declined by 6.4%. Although this compares favorably to
the 9.5% decline suffered in the full year of 2002, it is much
worse than the roughly 2% erosion experienced by other smaller
market phone companies.

Standard & Poor's expects to resolve the CreditWatch listing after
ACS discloses more details on terms of the IDS transaction.


ALLEGIANCE TELECOM: SDNY Bankr. Court Approves Reorganization Plan
------------------------------------------------------------------
Allegiance Telecom, Inc. (OTC Bulletin Board: ALGXQ), a national
local exchange carrier providing competitive telecom services to
business, has had its proposed plan of reorganization approved by
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York.

On February 13, 2004, Allegiance selected XO Communications Inc.
(OTC Bulletin Board: XOCM) as the winning bidder to purchase
substantially all of the assets of Allegiance Telecom and its
subsidiaries, including the stock of Allegiance's regulated
operating subsidiaries. XO will not purchase Allegiance's customer
premises equipment sales and maintenance business operated under
the name of Shared Technologies, its dedicated dial-up access
services business with Level 3, and certain other Allegiance
assets and operations. Under the terms of its bid, XO will
purchase substantially all of Allegiance's assets for
approximately $311 million in cash and approximately 45.38 million
shares of XO common stock. The bid was approved by the court on
Feb. 19, 2004, and is currently undergoing certain federal and
state government approvals. XO Communications is running the
Allegiance business under the terms of an operating agreement
until final closing, expected to occur on or about June 22, 2004.

Shared Technologies, the customer premise equipment (CPE)
installation and maintenance business that was formerly a part of
Allegiance Telecom, Inc., plans to operate as a free-standing
enterprise, the stock of which will be held for the benefit of, or
distributed to, the Allegiance creditors. Allegiance is in the
process of selling its shared hosting business.

Allegiance Telecom, Inc. -- http://www.algx.com/-- is a   
facilities-based national local exchange carrier headquartered in  
Dallas, Texas. As the leader in competitive local service for  
medium and small businesses, Allegiance offers "One source for  
business telecom(TM)" -- a complete telecommunications package,  
including local, long distance, international calling, high-speed  
data transmission and Internet services and a full suite of  
customer premise communications equipment and service offerings.  
Allegiance serves 36 major metropolitan areas in the U.S. with its  
single source approach. Allegiance's common stock is traded on the  
Over The Counter Bulletin Board under the ALGXQ ticker symbol. It
announced financial restructuring plans under Chapter 11 of the
U.S. Bankruptcy Code on May 14, 2003.


ALLEGIANCE: Shared Technologies Emerges as Independent Company
--------------------------------------------------------------
Shared Technologies, Inc., the customer premise equipment (CPE)
installation and maintenance business that was formerly a part of
Allegiance Telecom, Inc., announced that the company will emerge
as a stand alone enterprise as a result of XO Communications' (OTC
Bulletin Board: XOCM) purchase of the core Allegiance business.

Allegiance, which filed for Chapter 11 bankruptcy protection in
May 2003, had previously announced that Shared Technologies, one
of the largest CPE distributors and service companies in the U.S.,
would not be included in the merger of the two competitive local
exchange carriers.

On June 8, 2004, Allegiance Telecom, Inc., had its proposed plan
of reorganization approved by Judge Robert Drain of the U.S.
Bankruptcy Court for the Southern District of New York.

With the acceptance of Allegiance's Plan of Reorganization by the
U.S. Bankruptcy Court and the final closing of the XO and
Allegiance sale, expected to be on or about June 22, 2004, Shared
Technologies Inc. becomes a privately held company. Anthony J.
"Tony" Parella serves as Shared Technologies president and chief
executive officer. Parella is a 17-year telecom industry veteran,
having worked for Sprint and MFS Communications prior to coming to
Allegiance and Shared Technologies.

"During the past several years, Shared Technologies has been owned
by Intermedia, WorldCom and Allegiance and we are looking forward
to the new opportunities that being a truly independent company
provides for our customers and employees," said Parella. "With
more than 5,000 business customers in 12,000 locations spread
across 34 major markets in the United States, Shared Technologies
is uniquely positioned to provide businesses with state-of-the-art
telecommunications systems and on-going service and support."

"Shared Technologies' extensive staff of engineers and trained
field technicians backs all of our products with expert
maintenance and repair," said Parella. "Shared Technologies sells
a variety of voice communications and data products from Nortel
and NEC, and is a Nortel Elite partner, holding the most Nortel
certifications of any U.S. distributor."

"The new Shared Technologies is operating with a unique go-to-
market strategy and service centric approach. As an independent
company, we have more flexibility to properly execute our business
model with the freedom to establish our own priorities," said John
Wassenbergh, executive vice president of Shared Technologies. He
has been with Shared Technologies since 1997 and is a thirty-year
industry veteran. "With our independence, Shared Technologies,
Inc. will have one of the strongest balance sheets in the customer
premise equipment industry with no indebtedness," said
Wassenbergh. For further information on how Shared Technologies,
Inc. can serve your business, call 1-888/835-4444 or visit
http://www.stfi.com/

Allegiance Telecom, Inc. -- http://www.algx.com/-- is a   
facilities-based national local exchange carrier headquartered in  
Dallas, Texas. As the leader in competitive local service for  
medium and small businesses, Allegiance offers "One source for  
business telecom(TM)" -- a complete telecommunications package,  
including local, long distance, international calling, high-speed  
data transmission and Internet services and a full suite of  
customer premise communications equipment and service offerings.  
Allegiance serves 36 major metropolitan areas in the U.S. with its  
single source approach. Allegiance's common stock is traded on the  
Over The Counter Bulletin Board under the ALGXQ ticker symbol.


ARLINGTON HOSPITALITY: PMC Agrees to Postpone Rent Until June 30
----------------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM:HOST), a hotel development
and management company, announced an extension of its temporary
letter agreement with PMC Commercial Trust (AMEX:PCC), the
landlord of 21 AmeriHost Inn hotels operated by the company. In
addition, the company continues to pursue a permanent
restructuring of these leases.

The terms of a temporary letter agreement between the company and
PMC deferred approximately $264,000 in base rent for the months of
March, April and May 2004, and allowed the company to utilize
$200,000 of its security deposit to partially fund the rent
payments. The repayment of the deferred rent and the security
deposit was to begin on June 1, 2004. The company and PMC agreed
that these terms would be extended through June 30, 2004,
including the additional deferral of approximately $85,000 in base
rent for the month of June, and that the repayments to PMC will
begin July 1, 2004, over a four-month period in equal monthly
installments.

The company has been working closely with PMC in negotiating the
terms of a master lease restructuring, and anticipates documenting
the contemplated restructuring with PMC in a written agreement
prior to the expiration of the temporary letter agreement, as
revised. However, there can be no assurances that the leases will
be restructured on terms and conditions acceptable to the company
and its subsidiary, if at all, or that a restructuring will
improve operations and cash flow, or provide for the sale of the
hotels to third-party operators.

                    About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 104-property mid-market, limited-service
hotel brand owned and presently franchised in 22 states and Canada
by Cendant Corporation (NYSE:CD). Currently, Arlington
Hospitality, Inc. owns or manages 61 properties in 15 states,
including 54 AmeriHost Inn hotels, for a total of 4,468 rooms,
with additional AmeriHost Inn & Suites hotels under development.

                Liquidity And Capital Resources

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

"The net cash flow from the operations of many of our hotels has
been insufficient to support their related mortgage debt payments,
or lease payments, primarily to PMC, as well as necessary and
ongoing capital expenditures. In addition, our hotel development
activity for joint ventures has also decreased over the past two
years, with only one joint venture project completed in 2003 and
one joint venture project completed thus far in 2004. As a result,
the cash flow from all of our business segments, with the largest
amount funded by the sale of hotel properties, has been utilized
to maintain liquidity and meet the line-of-credit availability
reductions. A smaller amount has been used for investment in new
hotel development.

"We believe that during the next twelve months, in order to
maintain our liquidity, it is critical for us to continue to sell
hotel properties. In addition, we seek to increase income from our
existing hotel properties by focusing on new revenue enhancement
opportunities, and aggressive cost controls. We believe that an
upturn in the economy will result in increased demand for hotel
rooms, including ours, and such upturn could result in
significantly improved hotel operating results. However,
historically we have seen that lodging demand trends will
typically lag six to nine months behind any such economic trends.
We have also been in discussions with PMC requesting a reduction
in our subsidiary's monthly lease payment and other modifications.

"In addition to our normal operational and growth oriented
liquidity needs, other contingencies may also have a significant
impact on us, including the impact of seasonality on our hotel
operations and hotels sales, and the inability to pay off mortgage
loans when maturing.

"Our hotels are seasonal in nature, with the second and third
calendar quarters being the strongest from a cash flow standpoint,
and the fourth and first calendar quarters being the weakest. In
addition, the buyers of our hotels tend to purchase hotels on a
seasonal basis, wanting to acquire the property just in time for
the stronger summer season. As the sale of hotel properties is a
critical part of our liquidity, our inability to sell during the
winter months could have a negative impact on our liquidity, if we
do not generate strong cash flow from our other segments, or if we
do not have adequate financing sources.

"We believe our revenues, together with proceeds from financing
activities, will continue to provide the necessary funds for our
short-term liquidity needs. However, material changes in these
factors, including factors that could inhibit our ability to sell
hotels under acceptable terms and within certain time frames, or
ability to secure new hotel level or corporate level debt, may
adversely affect net cash flows. Such changes, in turn, would
adversely affect our ability to fund debt service, lease
obligations, capital expenditures, and other liquidity needs. In
addition, a material adverse change in our cash
provided by operations may affect the financial performance
covenants under our unsecured line of credit and certain mortgage
notes."


BEAR STEARNS: Fitch Assigns Low-B Ratings to 6 2002-PBW1 Classes
----------------------------------------------------------------
Fitch affirms Bear Stearns Commercial Mortgage Securities Inc.'s
mortgage pass-through certificates, series 2002-PBW1, as follows:

               --$356.9 million class A-1 'AAA';
               --$385.9 million class A-2 'AAA';
               --Interest-only classes X-1 and X-2 'AAA';
               --$26.5 million class B 'AA';
               --$31.1 million class C 'A';
               --$8.1 million class D 'A-';
               --$9.2 million class E 'BBB+';
               --$13.8 million class F 'BBB';
               --$13.8 million class G 'BBB-';
               --$16.1 million class H 'BB+';
               --$10.4 million class J 'BB';
               --$3.5 million class K 'BB-';
               --$5.8 million class L 'B+';
               --$9.2 million class M 'B';
               --$2.3 million class N 'B-'.

Fitch does not rate the $13.8 million class P.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing. As of the May 2004 distribution date, the pool has paid
down 1.62%, to $906.2 million from $921.2 million at issuance. By
outstanding balance, the pool consists of retail (41%), office
(24%), multifamily (23%), industrial (10%), self storage (1%).
There are currently no delinquent or specially serviced loans in
the pool.

Fitch reviewed the credit assessments of three loans in pool, the
Belz Outlet Center (6.9%), the RREEF Master Trust Portfolio
(4.5%), and the CNL Retail Portfolio (2.3%). All three loans
maintain investment grade credit assessments.

The Belz Outlet Center loan is secured by a 637,772 square foot
retail center located in Orlando, Florida. The stressed debt
service coverage ratio (DSCR) for year-end (YE) 2003 was 1.20
times (x), compared to 1.45x at issuance. The decline in NCF is
primarily attributed to a drop in base rents. Occupancy as of YE
2003 was 82.9% compared to 92% at issuance. The major tenants are
Rockport (3.5%), Nike (3.5%), and the Gap (2.4%). The credit
assessment rating was lowered but remains investment grade. Fitch
will closely monitor the leasing activity of the property.

The RREEF Textron Portfolio loan is secured by seven properties: a
175-unit apartment complex located in Miami, Florida; a 292-unit
apartment complex located in Pompano Beach, FL; a 336-unit
apartment located in Pasadena, MD; a 175,040-square foot (sf)
shopping center located in Redmond, VA; a 561,920-sf industrial
building located in Richardson, TX; a 576,644-sf industrial park
in Boston, MA; and a 94,893-sf office building located in
Washington D.C. The stressed DSCR for YE 2003 was 3.15x, compared
to 2.93x at issuance.

The CNL Retail Portfolio loan is secured by retail building
housing five single-tenant retail stores totaling 210,885-sf
located in Florida and Virginia. The five tenants in the CNL
Retail Portfolio are Barnes & Nobles, Kash n' Karry, Bed Bath &
Beyond, Best Buy, and Borders Books. The stressed DSCR for YE 2003
was 1.44x, compared to 1.39x at issuance.

The DSCR for each loan is calculated using borrower provided net
operating income less required reserves divided by debt service
payments based on the current balance using a Fitch stressed
refinance constant.


BRIAZZ INC: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Briazz Inc.
        3901 7th Avenue Suite #200
        Seattle, Washington 98108

Bankruptcy Case No.: 04-17701

Type of Business: The Debtor serves fresh, high-quality lunch
                  and breakfast foods and between-meal snacks
                  from company-owned cafes in urban markets.
                  See http://www.briazz.com/

Chapter 11 Petition Date: June 7, 2004

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsels: Cynthia A. Kuno, Esq.
                   J. Todd Tracy, Esq.
                   Crocker Kuno Ostrovsky LLC
                   720 Olive Way Suite 1000
                   Seattle, WA 98101
                   Tel: 206-624-9894

Total Assets: $5,400,000

Total Debts:  $12,200,000

Debtor's 21 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Flying Food Fare Midway, LLC               $141,587

Federated Department STRS, Inc.            $126,394

Badger Murphy                               $79,268

Honorway Investment Corp.                   $51,586

Borders Group Inc.                          $50,583

Maguire Partners                            $35,816

Bargreen Ellingson Inc.                     $30,000

250 Montgomery Partners                     $27,018

33 North Dearborn L.L.C.                    $26,100

J.C. Produce                                $23,031

Sysco Food Services Of LA                   $20,000

Center West                                 $19,500

The Lowenberg Corporation                   $19,353

Equity Office Properties                    $18,599

X O Communications                          $17,186

Sutter Hotel Associates                     $16,768

Stovers Kitchen Food Group                  $15,000

Sysco Food Services OF S.F.                 $15,000

Odwalla                                     $14,134

Bunzl Northern California                   $14,055

Penske Truck Leasing Co., L.P.              $13,272


BUSH INDUSTRIES: U.S. Trustee Names Equity Security Holders Panel
-----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Court, the United
States Trustee for Region 2 appointed six shareholders to serve on
an Equity Security Holders Committee in Bush Industries Inc.'s
Chapter 11 case:

      1. Bruce Galloway
         c/o Burnham Securities
         1325 Avenue of the Americans
         26th floor
         New York, New York 10023

      2. Sheldon M. Goldman
         c/o Sunrise Goldman Special Opportunities Fund LP
         641 Lexington Avenue - 25th Floor
         New York, New York 10022

      3. Steve Schuster
         Cramer Rosenthal McGlynn, LLC
         520 Madison Avenue, 32nd Floor
         New York, New York 10022

      4. Randall E. Green
         534 South Price Road
         St. Louis, Missouri 63124

      5. David Miller
         9 Vernon Avenue
         Rockville Centre, New York 11570

      6. Fred Knoll
         Europa International
         C/o Knoll Capital Management
         200 Park Avenue, New York 10166

The Equity Security Holders Committee represents the interests of
shareholders in this bankruptcy 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.


CADMUS COMMS: S&P Rates Proposed $125MM Senior Sub. Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Cadmus Communications Corp.'s proposed $125 million senior
subordinated notes due 2014. Proceeds will be used to redeem all
of the company's outstanding 9.75% senior subordinated notes due
2009.

At the same time, Standard & Poor's affirmed its ratings on
Richmond, Virginia-based Cadmus, including its 'BB-' corporate
credit rating. The outlook is stable. Pro forma debt outstanding
at March 31, 2004, was approximately $176 million.

"Ratings stability reflects Standard & Poor's expectation that
Cadmus will continue its relatively stable operating performance,
despite the ongoing challenging business climate in the printing
industry, and that credit-protection measures will remain in-line
with the rating," said Standard & Poor's credit analyst Michael
Scerbo. "In addition, the company is expected to continue to
generate positive free cash flow over the intermediate term, a
majority of which will likely be used to fund capital spending
initiatives and reduce debt balances." Still, the company's
dependence upon the scientific, technical & medical journal
segment and moderate size cash flow base are expected to limit any
near term upside for the rating.  


CLAREMONT PROJECT: Has Until June 11 to File Schedules
------------------------------------------------------
The U.S. Bankruptcy Court for the central District of California,
Sta. Ana Division, gave Claremont Project, LLC an extension to
file its schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtor has until
June 11, 2004 to file their Schedules of Assets and Liabilities
and Statement of Financial Affairs.

Headquartered in Newport Beach, California, Claremont Project LLC
filed for chapter 11 protection on May 7, 2004 (Bankr. C.D. Calif.
Case No. 04-13016).  Michael J. Weiland, Esq., at Albert, Weiland
& Golden 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.


COEUR D'ALENE: Questions Wheaton River's Bid Voting Procedures  
--------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) issued the following
statement regarding June 8's Special Meeting of Stockholders of
Wheaton River Minerals Ltd. (TSX: WRM; Amex: WHT):

Dennis E. Wheeler, Chairman and Chief Executive Officer of Coeur,
said, "We are astounded -- as were Wheaton River stockholders
present at the meeting -- that Wheaton River's Board unnecessarily
proceeded with its Stockholder Meeting despite ruling by the
Ontario Superior Court of Justice requiring IAMGOLD Corporation
(TSX: IMG; Amex: IAG) to postpone its Stockholder Meeting.  
Wheaton River ignored the efforts of many stockholders to cast
votes against the IAMGOLD transaction, including Wheaton River's
largest institutional investor.  Had those votes been counted, we
believe the outcome of Tuesday's meeting would have been reversed.  
Wheaton River chose to accept the affirmative vote of only about
one-third of its total shares as representative of the sentiment
of all of its stockholders.

"The decision by the Ontario Court provided Wheaton River an
opportunity to give its stockholders three full weeks of
additional time to consider our increased -- and superior --
proposal.  The Wheaton River Board might also have used this time
to more fully review our proposal, instead of relying on its
previous token review and hasty rejection.  We do not understand
why Wheaton River failed to take advantage of this additional time
to consider our superior proposal and further do not understand
why the meeting was conducted in a manner that ultimately resulted
in a vote that ignores the true sentiment of Wheaton River
stockholders.

"The effect of Wheaton River's vote, if allowed to stand, will be
that IAMGOLD stockholders will have a 21-day option on the
transaction, while Wheaton River stockholders will have no choice.  
We question the agenda of the Wheaton River Chairman and Board and
their reasons for proceeding with Tuesday's stockholder vote.

"In today's world of heightened corporate governance standards, we
would be shocked to see a public company employ any procedures
that would have the effect of disenfranchising stockholders.  We
call upon Wheaton River to immediately make available all of the
voting records from Tuesday's meeting.

"Coeur intends to continue to pursue its superior merger proposal.  
We are carefully considering all of our options," concluded Mr.
Wheeler.
    
CIBC World Markets Inc. is acting as financial advisor to Coeur.  
Gibson, Dunn & Crutcher LLP and Stikeman Elliott LLP are acting as
legal counsel to Coeur.

                      About the Company

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                          *   *   *

As reported in the Troubled Company Reporter's June 3, 2004
edition, Standard & Poor's Ratings Services placed its B-corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corp. on CreditWatch with positive implications following the
company's announcement that it intends to acquire precious metals
mining company Wheaton River Minerals Ltd. in a stock and cash
transaction valued at approximately $1.8 billion.

"The CreditWatch action reflects what is likely to be a meaningful
improvement in Coeur's business and financial profile upon the
successful acquisition of lower-cost producer Wheaton," said
Standard & Poor's credit analyst Paul Vastola. Standard & Poor's
expects that its ratings on Coeur would likely be raised several
notches. Standard & Poor's will continue to monitor the
transaction for any potential revisions to the deal. The deal
remains subject to several conditions and is expected to close by
Sept. 30, 2004.


COMM 2004-LNB3: S&P Assigns Low-B Prelim. Ratings to 6 Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2004-LNB3's $1.34 billion commercial mortgage
pass-through certificates series COMM 2004-LNB3.

The preliminary ratings are based on information as of June 8,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, B, C,
D, and E are currently being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.51x, a beginning LTV of 86.6%,
and an ending LTV of 73.8%.
   
                    Preliminary Ratings Assigned
                         COMM 2004-LNB3
   
               Class              Rating        Amount ($)
               A-1                AAA          367,945,000
               A-2                AAA          502,796,000
               B                  AA            40,185,000
               C                  AA-           16,744,000
               D                  A             28,464,000
               E                  A-            25,116,000
               F                  BBB+          15,069,000
               G                  BBB           13,395,000
               H                  BBB-          11,721,000
               J                  BB+           11,720,000
               K                  BB             6,698,000
               L                  BB-            3,348,000
               M                  B+             5,024,000
               N                  B              5,023,000
               O                  B-             5,023,000
               P                  N.R.          16,743,991
               A-1A               AAA          264,482,000
               X*                 AAA      1,339,496,991**
          *Interest-only class. **Notional amount. N.R.-Not rated.


CONCENTRA: Sells $155 Million of 9.125% Senior Subordinated Notes
-----------------------------------------------------------------
Concentra Operating Corporation announced that it has sold $155
million aggregate principal amount of its 9.125% Senior
Subordinated Notes due 2012, in accordance with Securities and
Exchange Commission Rule 144A and Regulation S. The Senior
Subordinated Notes were priced at 98.613% of par to yield 9.375%
to maturity. In addition, the Company announced the closing of an
amendment to its existing Senior Credit Agreement under which the
Company has borrowed an additional $70 million of term debt.

The Senior Subordinated Notes are general unsecured obligations of
the Company, are subordinated to all existing and future senior
debt of the Company, and rank pari passu with the Company's
existing 9.5% Senior Subordinated Notes due 2010 and 13% Senior
Subordinated Notes due 2009. The additional $70 million in term
loans bear the same covenants and maturity dates as established in
the Company's existing Senior Credit Agreement.

The Company intends to use the net proceeds of the debt offering
and additional borrowings under the amended Senior Credit
Agreement, together with approximately $43 million of cash on
hand, to fund the retirement of $114.9 million in 13% Senior
Subordinated Notes due 2009 tendered in connection with the
Company's recent tender offer and consent solicitation, to redeem
$27.6 million in untendered 13% Senior Subordinated Notes, to
declare a dividend of approximately $97.2 million to its parent
corporation, Concentra Inc., and to pay associated fees and
expenses.

In connection with its amendment of the Senior Credit Agreement,
the Company has placed $29.4 million into escrow for the purposes
of funding the principal and call premium payments necessary to
redeem the remaining outstanding 13% Senior Subordinated Notes.
Currently, Concentra anticipates that this redemption will occur
on or after August 15, 2004, and, as such, that the Company will
carry these additional cash balances as well as the remaining
$27.6 million of untendered indebtedness at June 30, 2004. During
the second quarter, the Company also expects to expense
approximately $11.8 million in debt termination costs and
approximately $2.5 million in equity instrument adjustments and
other compensatory costs incurred in connection with the
transactions. Under its amended Senior Credit Agreement, these
expense amounts, as well as the additional untendered indebtedness
balances, will be excluded from consideration in the Company's
debt covenant computations.

This announcement is neither an offer to sell nor a solicitation
of an offer to buy the securities described herein. The securities
to be offered will not be registered under the Securities Act of
1933 or any state securities laws and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements. Concentra, headquartered
in Addison, Texas, the successor to and a wholly owned subsidiary
of Concentra Inc., provides services designed to contain
healthcare and disability costs and serves the occupational, auto
and group healthcare markets.

                       *   *   *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate  credit rating on Concentra Inc., a health services
provider focused on worker's compensation.

At the same time, Standard & Poor's affirmed its 'B+' senior
secured debt rating on Concentra Operating Corp.'s existing senior
secured debt, assigned its 'B+' senior secured debt rating to the
company's proposed $70 million of additional term debt, and
assigned its '2' recovery rating to all of the company's senior
secured credit facility. This facility comprises a $100 million
revolving credit facility, an existing $332.5 million in term debt
maturing in 2009, and a proposed $70 million of additional term
debt maturing in 2009. The '2' recovery rating indicates that
Standard & Poor's expects a substantial recovery of principal
(80%-100%) in the event of default.

The outlook is negative.

"The low-speculative-grade ratings on Concentra reflect the
company's relatively narrow business focus and its vulnerability
to weakness in the U.S. economy, particularly relating to
employment levels," said Standard & Poor's credit analyst Jesse
Juliano. "In addition, although Concentra has a lower total cost
of capital, has near-full availability of its $100 million
revolving credit facility, and faces no near-term debt maturities,
its leverage continues to be high."

These concerns are partially offset by the company's diverse payor
mix, its ability to function in the challenging employment
environment of the past three years, and its improved operating
performance in 2003 and early 2004.


DETROIT MEDICAL: Improved Operations Prompt S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Michigan
State Hospital Finance Authority's bonds, issued for the Detroit
Medical Center, to stable from negative, reflecting improved
operations in 2004, and management's willingness to continue
restructuring efforts to maintain viability.

In addition, Standard & Poor's affirmed its 'B' rating and 'B'
underlying rating on DMC's outstanding debt."The 'B' rating
continues to reflect substantial operating challenges, thin
liquidity, high leverage, and an unresolved debt-service coverage
covenant violation for 2003," said Standard & Poor's credit
analyst Liz Sweeney. Positive credit factors, in addition to the
reduced operating losses for the first few months of 2004, include
a more realistic budgeting procedure, the demonstrated willingness
of governmental entities to help DMC find solutions to its
substantial public mission costs, and completion of the senior
management team in early 2004.

An additional credit risk, although remote, is the potential for
the debt-service covenant violation of 2003 to result in an event
of default, which would open the door for bondholders to force
acceleration of the debt.

Such a scenario does not appear likely, but would result in a
negative credit impact if it did.

DMC has approximately $566 million of long-term debt. The bonds
are secured by a revenue pledge of the obligated group, which
includes the hospitals and the parent company, representing about
90% of system-wide revenues.

Standard & Poor's Ratings Services' analysis and all numbers cited
in this report refer to the system as a whole, including all
obligated and nonobligated entities.

For the first four months of 2004 through April, DMC reported a
(unaudited) $5.7 million operating loss and a small $276,000
bottom-line gain. DMC is currently projecting a $37 million
bottom-line loss for the year.

The 2004 forecast represents a substantial improvement from the
$112 million unaudited operating loss in 2003. The improvements
are based on a number of initiatives, including staffing
efficiencies, renegotiated professional and clinical arrangements,
restructured service contracts, and other efforts.

Although the year-to-date results show a positive bottom line, the
forecast projects a $37 million loss for the year, in part,
because the government subsidy, which DMC has been receiving since
August of 2003, expires at the end of May 2004. DMC received $26
million in subsidy in 2003, and expects to record $24 million in
2004, for a total of $50 million in subsidy payments.

The subsidies are provided by a temporary authority funded by the
City of Detroit, State of Michigan, and the federal government,
and are tied to the operating losses at two of DMC's hospitals
which provide substantial uncompensated care. Detroit does not
have a public hospital, and DMC is the state's largest provider of
uncompensated care.

Although the improvement in 2004 operating results is only for
four months, and does not represent a track record yet, DMC does
seem to be on track for a significant improvement in operations
for 2004, and the outlook revision to stable reflects the
expectation that DMC will at least meet budget for 2004.

In addition, the governmental subsidy arrangement that expired in
May 2004 demonstrates that there is a broad governmental
recognition of DMC's critical role in the provision of
uncompensated care. This recognition also speaks to a stable
outlook. However, operational issues remain, including how to
stabilize DMC's formerly subsidized hospitals now that the subsidy
has expired, while also seeking continued improvement at its other
facilities.

Further, liquidity continues to be a critical credit issue. With
liquidity at the current level, DMC does not have the ability to
absorb unexpected operational setbacks, making it imperative that
DMC remain on its current improvement track. At this time, the
risk of a covenant default resulting in acceleration of the bonds
is considered remote, but would have negative credit implications
if it occurred.


DIVERSIFIED CORPORATE: Has Unpaid Tax Liabilities of $2.5 Million
-----------------------------------------------------------------
On June 5, 2004, Diversified Corporate Resources, Inc. (Amex: HIR)
retained a specialized tax consultant to initiate discussions with
the Internal Revenue Service regarding the payment of $2.5 million
in unpaid Section 941 taxes owed by the Company for periods during
the first and second quarters of 2004. Based on these discussions,
the Company believes that it will receive a time period of at
least 120 days to either pay this liability in full or enter into
a satisfactory payment plan, if necessary. Currently, the Company
has $.6 million in a restricted cash account reserved for payment
against this balance reducing the amount of required funds to
approximately $1.9 million.

Management is currently taking the following actions:

   1.  Reviewing all operations and strategic options available to
       preserve shareholder value, and
          
   2.  Developing a plan to raise additional capital for the
       Company.

Nonpayment of taxes may be considered by the Company's lenders
under its two major lines of credit as an act of default. The
Company is in the early stages of discussing the matter with these
lenders.

This event may result in further delays in the release of the
Company's 2003 financial statements, its Proxy Statement for the
2004 Annual Meeting and the filing with the Securities and
Exchange Commission of its 2003 Annual Report on Form 10-K, its
amended and restated Forms 10-Q for the first three quarters of
2003, and the Quarterly Report on Form 10-Q for the first quarter
of 2004.

As long as the SEC reports are not filed, the Company will remain
not in compliance with the continued listing standards for its
common stock on the American Stock Exchange. Due to such non-
compliance, trading in its stock has in fact been halted since
Friday, June 4, 2004. The Company is currently preparing a plan,
which would amend a plan previously submitted to the Exchange on
May 24, 2004, whereby it would file the required SEC reports and
otherwise regain full compliance on or before July 15, 2004,
while, in the meantime, the halt in trading would continue. The
Exchange may or may not accept the amended plan. If such plan is
not accepted, the Exchange may initiate delisting proceedings.
These proceedings, including the periods set aside for appeals,
are likely to take at least sixty days. The Company believes that
the proceedings would terminate and its stock would resume trading
if the Company filed the SEC reports and otherwise regained full
compliance with the listing standards at any time during the
pendency of such proceedings.

At this time, the Company estimates a net loss for the first
quarter of 2004 of approximately $2.4 million compared to a $1.8
million loss for the corresponding period in 2003, and net
revenues of $11.2 million in the first quarter of 2004 compared to
$12.1 million for the corresponding period in 2003.

The Company further estimates an approximate $.4 million increase
in professional fees in the first quarter of 2004 compared to 2003
in main part due to increased audit and audit-related fees.

The Company will make further announcements as additional
information becomes available.

Diversified Corporate Resources, Inc. is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioPharm and Finance and Accounting. The Company
currently operates a nationwide network of nine regional offices.


DUO DAIRY: Committee Hires Ballard Spahr as Bankruptcy Counsel
--------------------------------------------------------------
The Official Unsecured Creditors' Committee for Duo Dairy, Ltd.,
LLLP's chapter 11 case sought and obtained approval from the U.S.
Bankruptcy Court for the District of Colorado to retain Ballard
Spahr Andrews & Ingersoll, LLP, as its attorneys.

Ballard Spahr is a diversified law firm that employs more than 450
lawyers, including approximately 30 lawyers within the firm's
Bankruptcy, Reorganization, and Capital Recovery Group.

Specifically, Ballard Spahr will:

   a) advise the Committee of its rights, duties and
      responsibilities;

   b) prepare on behalf of the Committee all necessary and
      appropriate applications, motions, pleadings, orders,
      notices, and other documents, and reviewing all pleadings
      to be filed in this Chapter 11 case, including, when
      necessary, representing the Committee in litigation,
      contested matters and adversary proceedings;

   c) advise the Committee concerning, and assisting in the
      negotiation and formulation of, any plan of reorganization
      and matters related thereto;

   d) conduct factual and legal inquiries into such matters as
      may be determined by the Committee;

   e) review and advise the Committee regarding the scope,
      validity, enforceability and perfection of security
      interests claimed in the Debtor's assets; and

   f) perform all other legal services for and on behalf of the
      Committee as are in the interests of those represented by
      the Committee.

Ballard Spahr will charge its current hourly rates of:

         Professional         Designation   Billing Rate
         ------------         -----------   ------------
         Carl A. Eklund       Partner       $365 per hour
         Alan K. Motes        Associate     $200 per hour

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


ENRON CORP: Asks Court To Authorize Chowtaw & Zephirus Settlement
-----------------------------------------------------------------
In 1999, pursuant to a series of transactions, Enron Corporation
and certain of its affiliates established the Apache financing
structure, consisting of these entities:

   * Enron,
   * Ojibway, Inc.,
   * Sequoia Financial Assets, LLC,
   * The Lucelia Foundation, Inc.,
   * Seminole Capital, LLC,
   * Cheyenne Finance S.a.r.l.,
   * Cherokee Finance V.O.F.i.l.,
   * Choctaw Investors, B.V.,
   * Rabo Merchant Bank, N.V.,
   * EBS Ventures, LLC,
   * Enron Capital Ventures, LLC, and
   * certain lenders party to a credit agreement, including
     JPMorgan Chase, as a Choctaw Lender and as administrative
     and collateral agent for the Choctaw Lenders.

Sequoia was formed as a "Financial Asset Securitization
Investment Trust," in accordance with Section 860L of the
Internal Revenue Code of 1986, as amended, to securitize 31-day
receivables owed to Enron, ENA and Enron Power Marketing, Inc.,
and to issue securities backed by those receivables, cash and
short-term commercial paper issued by ENA and Enron.  According
to Brian S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, in New
York, Enron purchased a $50,000,000 Class A subordinated interest
in Sequoia, and Ojibway purchased a $2,000,000 Class O interest
in Sequoia.

At that time, Enron formed and capitalized Seminole by
contributing about $750,000,000 in exchange for a 99.8% limited
liability company membership interest in Seminole.  Thereafter,
Cheyenne was formed and capitalized by Seminole contributing
$750,000,000 in exchange for all of the ownership interests of
Cheyenne.

On May 28, 1999, Cherokee, an entity designed to make loans to
Sequoia, was formed.  At the same time, Choctaw, the Choctaw
Lenders and Chase Bank of Texas, N.A. entered into a Credit
Agreement, dated as of May 28, 1999, pursuant to which the
Choctaw Lenders made certain loans to Choctaw.  Choctaw used the
proceeds to purchase all of the preferred equity interests of
Cherokee, and used the Cherokee Preferred Interests to secure the
loan arising from the Credit Agreement.  In addition, Cheyenne
contributed around $750,000,000 to Cherokee in exchange for all
of the common equity interests of Cherokee.  As a result,
Cherokee was capitalized with about $1,250,000,000.

Pursuant to an Amended and Restated Note Purchase Agreement,
dated as of December 22, 2000, by and between Cherokee and
Sequoia, Cherokee purchased from Sequoia, on the first business
day of each month, senior secured notes issued by Sequoia to
Cherokee.  Sequoia used the proceeds from its sale of the
Sequoia/Cherokee Notes to purchase from Enron and certain of its
affiliates short-term, ordinary course, trade receivables
pursuant to a Sale and Servicing Agreement, dated as of May 28,
1999, as amended and restated by that certain Amended and
Restated Sale and Servicing Agreement, dated as of December 22,
2000, by and among Enron, as servicer, certain Enron affiliates,
as sellers of Enron Receivables, and Sequoia.  As servicer, Enron
would collect the Enron Receivables, and Sequoia would apply the
proceeds to the amounts due from Sequoia to Cherokee pursuant to
the Sequoia/Cherokee Notes.  Cherokee would then
contemporaneously purchase interim notes from Sequoia.  Sequoia
used the proceeds of the interim notes to purchase from Enron
certain indebtedness issued by ENA to Enron and evidenced by the
Intercompany Note, dated May 28, 1999.  Enron guaranteed the
payment of the ENA Paper pursuant to the Servicing Agreement --
the Enron/Sequoia Guaranty.  The ENA Paper matured, and was
payable in cash, on the last day of each month.  Sequoia used the
cash to redeem the outstanding Sequoia/Cherokee Notes.  On the
first business day of the following month, Cherokee would
purchase new Sequoia/Cherokee Notes from Sequoia to finance
Sequoia's acquisition of new Enron Receivables and the next
monthly cycle would begin anew.

To secure Sequoia's obligations to Cherokee under the
Sequoia/Cherokee Notes, Mr. Rosen relates that Sequoia granted to
JPMC, as collateral agent for the benefit of Cherokee, a lien on,
and security interest in, among other things, certain
receivables, commercial paper and other assets, including certain
property held by or on behalf of Sequoia.

On November 1, 2001, ENA executed and delivered an $820,000,000
promissory note to Cherokee, and by confirmation letter, Enron
guaranteed to Cherokee the payment and performance of ENA
pursuant to the ENA/Cherokee Note -- the Enron/Cherokee Guaranty.

On the Petition Date, and in connection with the Choctaw
Transactions:

   (a) Enron maintained a $1,310,000,000 receivable from Sequoia;

   (b) Sequoia held ENA Paper having an outstanding principal
       balance of $676,000,000;

   (c) Sequoia held, and was the beneficiary of, the
       Enron/Sequoia Guaranty;

   (d) Sequoia maintained a $1,310,000,000 receivable from ENA;

   (e) Cherokee held Sequoia/Cherokee Notes in the original
       principal amount of about $611,000,000;

   (f) Cherokee held the ENA/Cherokee Note; and

   (g) Cherokee held, and was the beneficiary of, the
       Enron/Cherokee Guaranty.

               The Tammy and Zephyrus Transactions

In 2000, pursuant to a series of transactions, Enron and certain
of its affiliates established the Tammy financing structure.  The
Tammy Structure consisted of:

   * Enron,
   * Enron Finance Management, LLC,
   * Smith Street Land Company,
   * Enron Global Exploration & Production, Inc.,
   * Boreas Holdings Corp.,
   * Enron Caribbean Basin LLC,
   * Enron Capital Investments Corp.,
   * Zephyrus Investments, LLC,
   * Enron Finance Partners, LLC,
   * Enron Intermediate Holdings, LLC,
   * Enron Asset Holdings, LLC,
   * Enron Oil & Gas India, Ltd.,
   * Enron LNG Power (Atlantic), Ltd.,
   * certain subsidiaries of Enron LNG,
   * ECM III, and
   * certain lenders party to a funding, including JPMC, as a
     Zephyrus Lender and as administrative agent and collateral
     agent for the Zephyrus Lenders.

Mr. Rosen informs the Court that EFP has three classes of
membership interests, i.e. Class A, Class B and Class C.  EFM
holds all of the Class A membership interests of EFP.  SSLC,
EGEPI, Boreas, ECB and ECIC hold all of the Class B membership
interests of EFP.  Zephyrus holds all of the Class C membership
interests of EFP.

In 2000, Zephyrus was formed and capitalized pursuant to a
Funding Agreement, dated as of November 28, 2000, by and among
Zephyrus, the Zephyrus Lenders, certain financial institutions as
purchasers of equity interests in Zephyrus, JPMC, Bank of
America, N.A., BNP Paribas and Fleet National Bank, as co-agents,
and Chase Securities, Inc.  Under the Funding Agreement, the
Zephyrus Lenders loaned funds to Zephyrus and the Certificate
Purchasers purchased membership interests in Zephyrus.  
Thereafter, Zephyrus used the funds to purchase the EFP Preferred
Interests.

Except for the proceeds of the EFP Preferred Interests and a
$125,000,000 demand note issued by Enron, EFP contributed all of
its assets to EIH in exchange for 100% of the membership
interests of EIH.  In turn, EIH contributed these assets, except
for a $200,000,000 demand note Enron issued, to EAH in exchange
for all of the EAH Class B membership interests.  As a result,
EFP holds the Enron/EFP Note, EIH holds the Enron/EIH Note, and
EAH holds all of the remaining contributed assets.

Similar to the transactions involving Cherokee and Sequoia, EFP
purchased from Sequoia on the first business day of each month,
senior secured notes issued by Sequoia pursuant to a Note
Purchase Agreement, dated as of December 22, 2000, by and between
Sequoia and EFP.  Sequoia combined the proceeds from the sale of
the Sequoia/EFP Notes with the proceeds of the Sequoia/Cherokee
Notes to purchase Enron Receivables pursuant to the Servicing
Agreement.  As the proceeds of the Enron Receivables were
collected and, in part, applied to repay the Sequoia/EFP Notes,
EFP would contemporaneously purchase interim notes from Sequoia,
the proceeds of which were combined by Sequoia with proceeds from
the sale of interim notes to Cherokee and used to purchase ENA
Paper.  The interim notes sold to EFP were repaid from the cash
paid at maturity of the ENA Paper at the end of each month and,
similar to Cherokee, EFP would purchase new Sequoia/EFP Notes on
the first business day of the following month to begin the
monthly investment cycle anew.  To secure Sequoia's obligations
to EFP under the Sequoia/EFP Notes, Sequoia granted to JPMC, as
collateral agent for the benefit of EFP, a lien on and security
interest in, among other things, the Enron Receivables, the ENA
Paper and other assets, including certain property held by or on
behalf of Sequoia.

On November 1, 2001, ENA executed and delivered a promissory note
to EFP amounting to $508,000,000.  JPMC and the Zephyrus Lenders
assert, and Enron disputes, that Enron guaranteed to EFP the
payment and performance of ENA pursuant to the ENA/EFP Note.

On the Petition Date, and in connection with the Zephyrus
Transactions:

   (a) EFP held Sequoia/EFP Notes in the amount of $6,000,000;

   (b) EFP held the ENA/EFP Note;

   (c) EFP held the Enron/EFP Note; and

   (d) JPMC asserts, and Enron disputes, that EFP held, and was
       the beneficiary of, the Disputed Enron/EFP Guaranty.

               Postpetition Actions and Litigation

As a result of a downgrade in Enron's credit rating, JPMC, issued
default notices to Enron and certain entities affiliated to
Choctaw and Zephyrus on November 29, 2001.  The Downgrade Notices
triggered certain restrictive provisions of the Credit Agreement,
the Funding Agreement, the Note Purchase Agreements and the
Servicing Agreement.  After the Petition Date, JPMC alleged and
asserted certain rights to enforce and realize on certain
collateral relating to the Choctaw Transactions and the Zephyrus
Transactions, in accordance with the terms of the Choctaw
Documents and the Zephyrus Documents.

On December 11, 2001, JPMC filed a complaint commencing an action
against certain of the Debtors, styled "JPMorgan Chase Bank, as
Administrative Agent v. Enron Corp., Enron North America Corp.
and Enron Power Marketing, Inc." seeking a turnover of property,
an accounting and certain injunctive protection with respect to
the Choctaw Transactions and the Zephyrus Transactions.  The
aggregate value of the Apache and Tammy-related assets affected
by the JPMC Action is approximately $2,100,000,000.

JPMC, certain of the Choctaw Parties, certain of the Zephyrus
Parties, Cherokee and EFP filed, or cause to be filed, these
claims in connection with the Choctaw Transactions and the
Zephyrus Transactions:

Claim No.   Claimant         Debtor                 Amount
---------   --------         ------                 ------
  11125      JPMC            ENA             $1,986,020,410 plus

  11126      EFP             Enron            1,339,140,987 plus

  11127      EFP             ENA                508,000,000 plus

  11128      EFP             Smith Street           unliquidated
                             Land Company

  11129      JPMC            Enron                  unliquidated

  11130      JPMC            Smith Street           unliquidated
                             Land Company

  11131      JPMC            Enron              481,725,000 plus

  11132      Cherokee        Enron            1,480,726,659 plus

  11133      Cherokee        ENA                820,000,000 plus

  11134      JPMC            Enron                  unliquidated

  11135      JPMC            Enron              485,000,000 plus

  11156      JPMC            Enron            1,988,698,523 plus

  13295      ABN AMRO        ENA and Enron          unliquidated

  13849      BNP             ENA                      45,348,687

  13856      BNP             Enron               45,348,687 plus

  14089      ABN AMRO        Enron and ENA          unliquidated

  18517      BNP             ENA                 50,599,984 plus

  18518      BNP             Enron               50,599,984 plus

On October 29, 2002, Enron filed a complaint against Bank of
America seeking the turnover of Enron property, allegedly
improperly seized by Bank of America, valued at about
$123,187,674, together with any interest accrued from and after
the date of seizure.

By motion dated May 9, 2003, JPMC sought to intervene as a
plaintiff in the BofA Action on the basis that, among other
things, certain of the proceeds seized by Bank of America were
proceeds of Enron Receivables associated with the Choctaw
Transactions and the Zephyrus Transactions.  Pursuant to a
Stipulation, dated August 7, 2003:

   (a) the Intervention Motion was withdrawn without
       prejudice; and

   (b) Enron agreed that the first $15,000,000 it recovers in
       connection with the BofA Action would be retained by
       Enron and disbursed (i) upon entry of a final judgment
       or final order in the JPMC Action, or (ii) if the JPMC
       Action is dismissed without the entry of a final order,
       upon the agreement of the Debtors and the Creditors
       Committee or as otherwise ordered by the Court.

On December 1, 2003, Enron filed a complaint, styled "Enron Corp.
v. Cherokee Finance V.O.F., et al." seeking the avoidance of
certain guarantees of Enron, including the Enron/Cherokee
Guaranty, in accordance with Section 548(a) of the Bankruptcy
Code.

On January 9, 2004, (a) the Bankruptcy Court established Plan
Voting Procedures and (b) the Debtors objected to Claim Nos.
11125, 11126, 11127, 11128, 11129, 11130, 11131, 11132, 11133,
11134, 11135 and 11156.  In accordance with the terms of the
Voting Procedures Order, absent further Court order, the Claims
are not entitled to vote with respect to the Plan.  Accordingly,
JPMC, as agent for itself and the Choctaw Lenders and the
Zephyrus Lenders, filed a motion for temporary allowance of
certain of the Claims, which will be heard by the Bankruptcy
Court on a date to be determined.

                    The Settlement Agreement

Mr. Rosen reports that certain parties entered into extensive,
arm's-length and good faith negotiations and discussions to
resolve the structures, lawsuits and claims.  As a result, on
May 10, 2004, Enron, ENA, EPMI, Sequoia, Cheyenne, Cherokee, EFP,
JPMC, and certain of the Choctaw Lenders and the Zephyrus Lenders
executed a Settlement Agreement.  

The salient terms of the Settlement Agreement are:

A. Allowance of Claims

   On the Effective Date, these Claims will be allowed as general
   unsecured claims:

   (a) Claim No. 11125, as a $1,986,020,410 Class 5 Claim
       against ENA;

   (b) Claim No. 11126 for $415,500,000, bifurcated into a Class
       4 Claim against Enron for $135,000,000 and as Class 185
       Claim for $280,500,000;

   (c) Claim No. 11127, as a $510,000,000 Class 5 Claim against
       ENA;

   (d) Claim No. 11132, as a $796,500,000 Class 185 Allowed
       Enron Guaranty Claim; and

   (e) Claim No. 11133, as a $822,000,000 Class 5 Claim against
       ENA.

   On the Effective Date, Claim Nos. 11128, 11129, 11130, 11131,
   11134, 11135, 11156, 13295, 13849, 13856, 14089, 18517 and
   18518, together with any other proofs of claim filed by any
   of the Choctaw Lenders or the Zephyrus Lenders with respect
   to the Choctaw Transactions and the Zephyrus Transactions,
   will be disallowed and expunged.

   The Debtors will take appropriate action, and each of JPMC,
   the Choctaw Parties and the Zephyrus Parties consent to cause
   the allowance and disallowance of the Claims to be reflected
   on the claims docket of the Enron Cases.

B. Assignment of Claims

   On the Effective Date, in full and complete satisfaction of
   any other claims, causes of action, damages, obligations,
   rights and interests which may be outstanding pursuant to the
   Choctaw Transactions, the Choctaw Documents, the Zephyrus
   Transactions and the Zephyrus Documents, the Allowed Claims
   will be assigned as:

   (a) In full and complete satisfaction of any and all claims
       that Cherokee, JPMC, as agent, and the Choctaw Lenders
       may have against Sequoia and the Enron Parties in
       connection with the Choctaw Transactions and the Choctaw
       Documents, Allowed Claim No. 11125, solely to the extent
       of $1,968,020,410, will be assigned by Sequoia to
       Cherokee and a portion of the Claim, together with Allowed
       Claim No. 11132 and Allowed Claim No. 11133, will be
       assigned by Cherokee to JPMC, as agent for the Choctaw
       Lenders; and

   (b) In full and complete satisfaction of any and all claims
       that EFP, JPMC, as agent, and the Zephyrus Lenders may
       have against Sequoia and the Enron Parties in connection
       with the Zephyrus Transactions and the Zephyrus
       Documents, Allowed Claim No. 11125, solely to the extent
       of $18,000,000, will be assigned to EFP, and the claim,
       together with Allowed Claim No. 11126 and Allowed Claim
       No. 11127 will be assigned by EFP to JPMC as agent for
       the Zephyrus Lenders.

C. Distribution of Plan Recoveries

   Pursuant to the terms of the Cherokee Liquidation Agreement
   and the EFP Redemption Agreement:

   (a) each holder of Choctaw Indebtedness or Zephyrus Funding
       will be entitled to receive its pro rata share of
       distributions pursuant to the Plan on account of the
       Allowed Claims distributed pursuant to the Cherokee
       Liquidation Agreement or the EFP Redemption Agreement,
       as the case may be; and

   (b) the holder of the Recovery Action Indebtedness will
       receive no distributions on account of the Allowed
       Claims corresponding to the Recovery Action Indebtedness
       until the earliest to occur of:

       -- entry of a final order or final judgment in the
          Recovery Action dismissing the claims and causes of
          action asserted against the Recovery Action Defendant,
          in which case, any distributions so reserved will be
          released to JPMC, as agent for the holder of Recovery
          Action Indebtedness;

       -- entry of a final order or final judgment granting the
          request in the Recovery Action, in which case, any
          distributions so reserved will be released to Enron or,
          in the event that the Litigation Trust has been created
          and Litigation Trust Claims are assigned thereto, to
          the Litigation Trust, as the case may be; and

       -- entry of a final order of the Bankruptcy Court
          compromising and settling the claims and causes of
          action asserted against the Recovery Action Defendant
          in the Recovery Action, in which case, any
          distributions so reserved will be released to the
          party entitled thereto in connection with the
          compromise and settlement.

D. Dismissal of Litigation

   On the Effective Date, each of the JPMC Action and the Enron
   Guaranty Action will be dismissed with prejudice and the
   parties thereto will be released from any obligation to
   produce materials in accordance with any outstanding
   discovery requests therein and any obligation to produce
   materials will be stayed from the date of the Settlement
   Agreement through the Effective Date.

E. Liquidation of Cherokee

   Contemporaneously with the Settlement Agreement, Cherokee,
   Cheyenne and JPMC, as holder of the claim in respect of the
   Cherokee Preferred Interests in its capacity as agent for the
   Choctaw Lenders, will enter into the Cherokee Liquidation
   Agreement.

F. Redemption of EFP Preferred Interests by EFP

   Contemporaneously with the Settlement Agreement, the members
   of EFP and JPMC, as a Zephyrus Lender and as agent for the
   Zephyrus Lenders, will enter into the EFP Redemption
   Agreement.

G. Release of Cherokee and EFP

   On the Effective Date, (a) the Enron Parties, and (b) JPMC,
   each of the Choctaw Parties and the Zephyrus Parties, will
   irrevocably and unconditionally forever release, acquit and
   forever discharge Cherokee, EFP, Sequoia, Cheyenne, EBS, ECV,
   Enron Netherlands Holdings B.V., Seminole, EFM, SSLC, EGEPI,
   Boreas, ECB, ECIC, EIH and EAH from any and all claims,
   demands, liabilities and causes of action of any and every
   kind, character or nature, which any of the Enron Releasors
   and the Choctaw/Zephyrus Releasors have or may have or claim
   to have against any Cherokee/EFP Releasee to the extent
   arising under, relating to, or connected with the Choctaw
   Transactions, the Choctaw Documents, the Zephyrus
   Transactions, and the Zephyrus Documents.

H. Resignation of Management Appointees

   On the Effective Date: (a) each of the persons appointed by
   JPMC, on behalf of itself, the Choctaw Lenders and the
   Zephyrus Lenders, will be deemed to have resigned from the
   board of Cherokee and EFP; and (b) JPMC will provide a
   schedule of all actions taken by Cherokee and EFP while those
   persons appointed by JPMC served as directors of Cherokee or
   EFP, as the case may be.

I. Release of Collateral

   On the Effective Date, JPMC will take any additional action
   as requested by the Enron Parties that is necessary to
   release any liens on and security interests in the assets
   of Sequoia remaining after giving effect to the assignment of
   the Allowed Claims.

J. BofA Litigation

   On the Effective Date, the Debtors will have been deemed to
   have satisfied all obligations with respect to the BofA Action
   Stipulation, and JPMC, all of the Choctaw Lenders and all of
   the Zephyrus Lenders will be deemed to have waived, released
   and discharged any claim, lien, security interest or other
   interest, with respect to the Choctaw Transactions or the
   Zephyrus Transactions, in the amounts seized by Bank of
   America and that are the subject of the BofA Action.

K. Recovery Action Indebtedness

   The parties to the Settlement Agreement agree that:

   a) a Recovery Action Defendant's act of acquiring Choctaw
      Indebtedness or Zephyrus Funding postpetition after the
      Petition Date will not form the basis of any (i) claims
      that might be premised  upon the knowledge of, duty of, or
      course of conduct by counterparties in connection with
      transactions with or among the Debtors, the Enron Parties,
      Enron officers, or related entities arising from or
      relating to the period prior to the Petition Date -- the
      Course of Conduct Claims -- or (ii) any claim by any party-
      in-interest seeking to subordinate, disallow or seek the
      waiver of any claim of such Recovery Action Defendant
      relating to the Choctaw Indebtedness or Zephyrus Funding,
      if the Recovery Action Defendant did not hold Recovery
      Action Indebtedness or did not have or hold any direct or
      indirect rights, obligations, interests or claims of any
      kind or nature whatsoever in any of the Choctaw
      Transactions or the Zephyrus Transactions or under the
      Choctaw Documents or Zephyrus Documents; and

   b) Course of Conduct Claims will not be used to withhold or
      challenge any distributions to be made to any Choctaw
      Party or Zephyrus Party on account of Allowed Claims,
      pursuant to the Settlement Agreement, the Cherokee
      Liquidation Agreement or the EFP Redemption Agreement,
      except to the extent that the interest of the Choctaw
      Party or Zephyrus Party in the Allowed Claim constitutes
      Recovery Action Indebtedness.

L. Covenants of Choctaw/Zephyrus Parties

   Each of JPMC, the Choctaw Parties and the Zephyrus Parties
   agrees and covenants:

   (a) In connection with the solicitation of ballots with
       respect to the Plan, JPMC (i) as holder of the claim in
       respect of the Cherokee Preferred Interests in its
       capacity as agent for the Choctaw Lenders, and (ii) as
       agent for the Zephyrus Lenders, in their capacities as
       asserted holders of the Cherokee Preferred Interests and
       the EFP Preferred Interests, will direct Cherokee and EFP
       to vote each of the Allowed Claim Nos. 11126, 11127,
       11132, 11133 and the portion of 11125 allocable to the
       Choctaw Lenders and the Zephyrus Lenders in accordance
       with the provisions of the Cherokee Liquidation Agreement
       and the EFP Redemption Agreement in favor of the Plan by
       delivering its duly executed and completed ballot in favor
       of the Plan;

   (b) JPMC and each of the Choctaw Parties and Zephyrus
       Parties will not cause Cherokee or EFP to, at any time
       prior to the termination of the Settlement Agreement vote
       in favor of, or otherwise propose, file, or solicit
       any workout, restructuring, plan of reorganization or
       plan of liquidation concerning the Debtors other than the
       Plan;

   (c) JPMC and each of the Choctaw Parties and Zephyrus Parties
       will not sell, transfer, pledge, hypothecate or assign
       any of the relevant Choctaw Indebtedness or Zephyrus
       Funding or any voting or participation or other interest
       therein during the term of such agreement except to a
       purchaser or other entity who agrees prior to the
       transfer to be bound by all of the terms of the
       Settlement Agreement with respect to the relevant Choctaw
       Indebtedness or Zephyrus Funding being transferred to the
       purchaser, which agreement will be confirmed in writing,
       in which event the Debtors will be deemed to have
       acknowledged that their respective obligations to the
       Choctaw Parties and the Zephyrus Parties under the
       Settlement Agreement will be deemed to constitute
       obligations in favor of the purchaser or other entity,
       and the Debtors will confirm promptly that
       acknowledgement in writing if requested;

   (d) Solely in their capacity as a Choctaw Lender or a
       Zephyrus Lender, each of the Choctaw Parties and the
       Zephyrus Parties will not (i) object to, delay, impede or
       take any action to interfere, directly or indirectly,
       with the acceptance or implementation of the Plan, or
       (ii) solicit in any fashion any person or entity to do
       any of the foregoing;

   (e) None of the Choctaw Parties and the Zephyrus Parties will
       file any additional claims or proofs of claim with the
       Court against any of the Debtors with respect to, arising
       from or relating to the Choctaw Transactions or the
       Zephyrus Transactions; and

   (f) On the Effective Date, JPMC and each of the Choctaw
       Parties and the Zephyrus Parties or their successors in
       interest, will provide the Enron Parties with a
       certificate to the effect that each of the
       representations and warranties set forth in the
       Settlement Agreement are true and correct as of the
       Effective Date.

M. Further Acquisition of Indebtedness

   The Settlement Agreement will not preclude the Choctaw
   Parties or the Zephyrus Parties from acquiring additional
   Choctaw Indebtedness or Zephyrus Funding; provided, however,
   that any additional Choctaw Indebtedness or Zephyrus Funding
   so acquired will automatically be deemed to be subject to all
   of the terms of the Settlement Agreement.  The Settlement
   Agreement will in no way be construed to preclude the Choctaw
   Parties or the Zephyrus Parties from acquiring any other
   securities or claims against the Debtors.

N. Covenants of the Enron Parties

   Each of the Enron Parties covenants and agrees that:

   (a) on the Effective Date, they will take the necessary
       action to cause the voting of the Assigned Claims in
       accordance with the terms of the Settlement Agreement;
       and

   (b) unless otherwise required by applicable law, each of
       the Enron Parties will keep confidential the Indebtedness
       Schedules and the independent and separate written
       confirmations provided in accordance with the provisions
       of the Settlement Agreement.

O. Covenant Not to Sue

   To the fullest extent permitted by law, each of (a) the
   Choctaw Parties and the Zephyrus Parties and (b) Cherokee
   and EFP agrees that it will not initiate, commence or
   continue or cause to be initiated, commenced or continued any
   arbitration, action, suit, litigation or other proceeding
   against any of the Enron Parties before any venue with
   respect to any claim, demand, liability and cause of action
   of any and every kind, character or nature which the
   Choctaw/Zephyrus Grantors, the Cherokee/EFP Grantors, or any
   of them, have or may have against any Enron Parties to the
   extent arising under, relating to, or connected with the
   Choctaw Transactions, the Choctaw Documents, the Zephyrus
   Transactions or the Zephyrus Documents.

P. Termination of Agreement

   The obligations of JPMC, the Choctaw Parties and the Zephyrus
   Parties under the Settlement Agreement will terminate on the
   occurrence of any Agreement Termination Event, unless the
   occurrence of Agreement Termination Event is waived in
   writing by the relevant party.  If any Agreement Termination
   Event occurs and has not been waived at a time when Court
   permission will be required to change or withdraw the votes
   in favor of the Plan on account of the Assigned Claims, the
   Debtors and the other parties to the Settlement Agreement
   will not oppose any attempt by that party to change or
   withdraw the votes at that time.

                The Cherokee Liquidation Agreement

Cherokee, JPMC and Cheyenne executed the Cherokee Liquidation
Agreement to liquidate Cherokee on these terms:

A. Termination and Wind Up of Cherokee

   Cheyenne and JPMC acknowledge that Cherokee was dissolved as
   of February 21, 2003 pursuant to the terms of its partnership
   agreement and is in the process of liquidating and winding up
   in accordance with the terms of the Cherokee Liquidation
   Agreement.  In addition, the Cherokee Liquidation Agreement
   Parties agree that, at all times during Cherokee's
   liquidation and winding up, they will represent Cherokee
   jointly and no liquidating agent will be appointed.

B. Assignment by Cherokee of Certain Assets to JPMC, as
   Collateral Agent for the Choctaw Lenders, in Full and Final
   Discharge of Claims

   Cherokee assigns to JPMC, and JPMC accepts, as of the
   Effective Date, three claims and all rights with respect
   thereto pursuant to the Plan (a) Allowed Claim No. 11132;
   (b) Allowed Claim No. 11133; and (c) Allowed Claim No. 11125,
   solely to the extent of $950,000,000 in full and final
   settlement of the Choctaw Claim.  In full and complete
   satisfaction of any and all claims arising from or relating
   to the Choctaw Claim, the Preferred Units, the GPA or the
   Choctaw Indebtedness, each holder of Choctaw Indebtedness
   will be entitled to receive from JPMC the holder's pro rata
   share of distributions pursuant to the Plan on account of the
   Assigned Claims.  Any distributions JPMC received as
   Collateral Agent for a Choctaw Lender on account of Assigned
   Claims will not be considered to correspond to Recovery
   Action Indebtedness to the extent that the Choctaw Lender on
   behalf of which the distribution is received does not hold
   Recovery Action Indebtedness, notwithstanding that JPMC is
   named as a Recovery Action Defendant.  Cheyenne and Cherokee
   acknowledge that, after the Effective Date but prior to the
   Distribution Date on account of Assigned Claims are paid
   under the Plan, JPMC may distribute to each Choctaw Lender
   its pro rata share of the Assigned Claims.

C. Assignment by Cherokee of Certain Assets to Cheyenne in Full
   and Final Discharge of Claims

   Cherokee assigns to Cheyenne, as of the Effective Date, all
   assets of Cherokee other than the Assigned Claims.  Cheyenne
   assumes and agrees to pay, perform and discharge, as of the
   Effective Date, all liabilities of Cherokee other than:

   (a) JPMC's share of those liabilities expressly identified in
       Clause 6 of the Cherokee Liquidation Agreement; and

   (b) liabilities that arise from claims made by or through
       Choctaw, JPMC or the Choctaw Lenders.

   Each of the Cherokee Liquidation Agreement Parties agrees to
   cause to be executed and delivered all instruments, and
   to take all action as the other Cherokee Liquidation
   Agreement Parties reasonably request to effectuate the intent
   and purposes of the Cherokee Liquidation Agreement.

D. Filings

   As soon as possible after the execution of the Cherokee
   Liquidation Agreement, the parties will cooperate in filing:

   (a) the necessary statement regarding the termination of
       Cherokee with the trade register of the Amsterdam Chamber
       of Commerce; and

   (b) the relevant tax returns and filings regarding Cherokee
       with the Netherlands and the United States tax
       authorities.

E. Termination of Certain Ancillary Agreements

   Pursuant to the Cherokee Liquidation Agreement, the parties
   agree to terminate the Domiciliation Agreement with Rabobank
   Management B.V. and split equally the fees due thereunder on
   the termination date, and terminate the Administration
   Agreement with Chase Manhattan Bank (Ireland) Plc. and split
   equally the fees due thereunder on the termination date.

F. Payment of Fees

   Each of the parties to the Cherokee Liquidation Agreement
   will bear its own costs, expenses and attorneys' fees arising
   out of or related to the preparation, execution and delivery
   of the Cherokee Liquidation Agreement.  No party makes any
   representations or warranties concerning the tax consequences
   of the Liquidation Agreement or the payments to be made
   thereunder.  If any party to the Cherokee Liquidation
   Agreement brings an action against any other party thereto
   based on a breach by the other party of its obligations
   thereunder, the prevailing party will be entitled to all
   reasonable expenses incurred, including reasonable attorneys'
   fees and expenses.  Notwithstanding anything to the contrary,
   upon the occurrence of the Effective Date and the submission
   to Cheyenne of detailed records documenting the reasonable
   and actual out-of-pocket fees and expenses of JPMC and its
   attorneys arising out of the negotiation and execution of the
   Cherokee Liquidation Agreement and the Settlement Agreement,
   and the consummation of the transactions thereby contemplated,
   Cherokee agrees to pay properly documented, reasonable and
   actual out-of-pocket fees and expenses, not to exceed
   $500,000 in the aggregate.

G. Recovery Action Indebtedness

   The parties to the Cherokee Liquidation Agreement agree that:

   (a) a Recovery Action Defendant's act of acquiring Choctaw
       Indebtedness during the period after the Petition Date
       will not form the basis of any (i) claim that might be
       premised, in part, upon a Course of Conduct Claim or (ii)
       claim by any party-in-interest seeking to subordinate,
       disallow or seek the waiver of any claim of the Recovery
       Action Defendant relating to the Choctaw Indebtedness, if
       the Recovery Action Defendant did not hold Recovery
       Action Indebtedness or did not have or hold any direct or
       indirect rights, obligations, interests or claims of any
       kind or nature whatsoever in any of the Choctaw
       Transactions or under the Choctaw Documents prior to, or
       as of, the Petition Date; and

   (b) Course of Conduct Claims will not be used to withhold or
       challenge any distributions to be made to any Choctaw
       Party on account of Allowed Claims, pursuant to the
       Cherokee Liquidation Agreement, the Settlement Agreement
       or the EFP Redemption Agreement, except to the extent
       that the interest of the Choctaw Party in the Allowed
       Claim constitutes Recovery Action Indebtedness.

                   The EFP Redemption Agreement

EFP, Enron, EFM, SSLC, ECIC, EGEPI, ECB, Boreas, Zephyrus and
JPMC entered into the Redemption Agreement on May 10, 2004.  The
salient terms of the Redemption Agreement are:

A. Redemption

   On the Redemption Date, Zephyrus, or if the transfer of the
   EFP Preferred Interests to JPMC, as Collateral Agent for the
   Zephyrus Lenders will have been completed, JPMC, as
   Collateral Agent for the Zephyrus Lenders, will sell, assign,
   transfer and convey to EFP, all right, title and interest of
   Zephyrus and JPMC, in and to the EFP Preferred Interests, and
   in consideration thereof, EFP will simultaneously assign to
   JPMC these claims and rights pursuant to the Plan:

   (a) Claim No. 11125, solely to the extent of $18,000,000;

   (b) Claim No. 11126 for $415,500,000, bifurcated into a Class
       4 Claim against Enron under the Plan for $135,000,000 and
       an Allowed Enron Guaranty Claim, Class 185 under the Plan
       for $280,500,000; and

   (c) Claim No. 11127, as a Class 5 Claim against ENA for
       $510,000,000.

   In full and complete satisfaction of any and all claims
   arising from or relating to the EFP Preferred Interests, the
   EFP LLC Agreement or the Zephyrus Funding, each of the
   Zephyrus Lenders will be entitled to receive from JPMC the
   Zephyrus Lender's pro rata share of distributions pursuant to
   the Plan on account of the EFP Allowed Claims given certain
   conditions are met.

B. Cancellation of the EFP Preferred Interests

   Immediately upon payment of the EFP Redemption Amount and
   without the need for the execution and delivery of additional
   documentation, the EFP Preferred Interests will be deemed
   cancelled and all rights and obligations will terminate,
   including the rights and obligations arising pursuant to the
   Third Amended and Restated Limited Liability Company
   Agreement of Enron Finance Partners, LLC, dated as of
   January 2, 2001.

C. Consent and Waiver With Respect to Certain Terms of the EFP
   LLC Agreement

   The parties to the EFP Redemption Agreement expressly consent
   to the redemption and expressly waive certain procedural
   requirements set forth in the EFP LLC Agreement in connection
   with the effectuation thereof.

D. Resignation of Directors/Managers

   On the Redemption Date, immediately upon payment of the EFP
   Redemption Amount:

   (a) any and all directors and managers of EFP appointed by
       JPMC or Zephyrus will be deemed to have resigned their
       position, without the need for the execution and delivery
       of additional documentation; and

   (b) JPMC, Zephyrus and the Zephyrus Lenders will be deemed to
       have waived, released and discharged any claim, right or
       interest to assume control of the management of EFP in
       accordance with the terms and provisions of the EFP LLC
       Agreement, without the need for the execution and
       delivery of additional documentation.

E. Releases

   On the Redemption Date, Zephyrus and JPMC will irrevocably
   and unconditionally forever release, acquit and forever
   discharge EFP, Sequoia, Cheyenne, EBS, ECV, Enron Netherlands
   Holdings B.V., Seminole, EFM, SSLC, EGEPI, Boreas, ECB, ECIC,
   EIH, and EAH from any and all claims, demands, liabilities
   and causes of action of any and every kind, character or
   nature, which any of the Zephyrus/JPMC Releasors have or may
   have against any of the Zephyrus/JPMC Releasees to the extent
   arising under, relating to, or in connection with the
   Zephyrus Transactions, the Zephyrus Documents, or any act of
   commission or omission in respect of the Zephyrus
   Transactions or the Zephyrus Documents.

F. Recovery Action Indebtedness

   The parties to the EFP Redemption Agreement agree that:

   (a) a Recovery Action Defendant's act of acquiring Zephyrus
       Funding during the period after the Petition Date will
       not form the basis of any (i) claim that might be
       premised, in part, on a Course of Conduct Claim or (ii)
       claim by any party-in-interest seeking to subordinate,
       disallow or seek the waiver of any claim of a Recovery
       Action Defendant relating to the Zephyrus Funding, if the
       Recovery Action Defendant did not hold Recovery Action
       Indebtedness or did not have or hold any direct or
       indirect rights, obligations, interests or claims of any
       kind or nature whatsoever in any of the Zephyrus
       Transactions or under the Zephyrus Documents prior to,
       or as of, the Petition Date; and

   (b) Course of Conduct Claims will not be used to withhold or
       challenge any distributions to be made to any Zephyrus
       Party on account of Allowed Claims, pursuant to the EFP
       Redemption Agreement, the Settlement Agreement or the
       Cherokee Liquidation Agreement, except to the extent that
       the interest of the Zephyrus Party in the Allowed Claim
       constitutes Recovery Action Indebtedness.

In furtherance of their agreement, the Debtors may execute and
deliver other documents, instruments and agreements -- the
Ancillary Documents -- the Debtors determine to be necessary to
effectuate the intent of the Proposed Agreements and the
contemplated settlement.

Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rule
9019 of the Federal Rules of Bankruptcy Procedure, the Debtors
ask Judge Gonzalez to authorize and approve the execution,
delivery and performance of the Proposed Agreements and the
Ancillary Documents, and the consummation of the Settlement.

The settlement resolves the complex legal and factual issues
arising out of the Choctaw Transactions, the Zephyrus
Transactions, the JPMC Action, the Enron Guaranty Action, the
Bank of America Action Stipulation and the Claims with certainty
and without the time and expense of litigation.  Mr. Rosen
assures the Court that the contemplated settlement is a product
of arm's-length bargaining between the parties. (Enron Bankruptcy
News, Issue No. 110; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ENRON CORPORATION: Wants Approval Of Hawaii Structure Settlement
----------------------------------------------------------------
Enron Corporation, Enron North America Corporation, Enron Energy
Services Operations, Inc., Enron Energy Services, LLC, and Enron
Broadband Services, Inc., ask the Court to approve a Settlement
Agreement and Mutual Release by and among:

   (a) the Enron Parties -- Debtors Enron, ENA, EESO, EES, EBS
       and non-debtor Enron affiliates Pronghorn I, LLC, Enron
       European Power Investors, LLC, and Joint Energy
       Development Investments Limited Partnership;

   (b) the Signing Lenders -- CIBC, Inc., in its capacity as
       holder of the beneficial certificates issued by the
       Hawaii I 125-0 Trust and Hawaii II 125-0 Trust, and the
       lenders to the Hawaii Trusts under certain Credit
       Facilities that are signatories to the Settlement
       Agreement;

   (c) the Asset Parties -- McGarret I, LLC, McGarret II, LLC,
       McGarret III, LLC, McGarret VI, LLC, McGarret VIII, LLC,
       McGarret X, LLC, McGarret XI, LLC, McGarret XII, LLC, and
       McGarret XIII, LLC; and

   (d) the Transferor Parties -- Big Island VIII, LLC, Big
       Island X, LLC, and Big Island XII, LLC.

                       The Hawaii Structure

The Hawaii Structure was established in November 2000 and
consisted of nine separate asset monetizations through either
Hawaii I or Hawaii II:

1. Series Q through Hawaii Trust I

   Sponsor:     Enron Energy Services, LLC

   Asset:       2,791,800 Shares of New Power

   Asset LLC:   McGarret III, LLC

   Transferor:  Hawaii II 125-0 Trust

2. Series R through Hawaii Trust I

   Sponsor:     Enron Energy Services, LLC

   Asset:       8,458,200 Shares of New Power

   Asset LLC:   McGarret II, LLC

   Transferor:  Hawaii II 125-0 Trust

3. Series S through Hawaii Trust I

   Sponsor:     Enron Energy Services, LLC

   Asset:       6,766,100 Shares of New Power

   Asset LLC:   McGarret I, LLC

   Transferor:  Hawaii II 125-0 Trust

4. Series I through Hawaii Trust II

   Sponsor:     Enron Broadband Services, Inc.

   Asset:       Class C Membership Interest in EBS Content
                Systems, LLC

   Asset LLC:   McGarret VIII, LLC

   Transferor:  Big Island VIII, LLC

5. Series J through Hawaii Trust II

   Sponsor:     Enron Energy Services Operations, Inc.

   Asset:       Class A Membership Interest of LE Hesten
                Energy LLC

   Asset LLC:   McGarret X, LLC

   Transferor:  Big Island X, LLC

6. Series L through Hawaii Trust II

   Sponsor:     Pronghorn I, LLC

   Asset:       Series Porcupine A Certificate in Tahiti Trust

   Asset LLC:   McGarret XII, LLC

   Transferor:  Big Island XII, LLC

7. Series T through Hawaii Trust II

   Sponsor:     Joint Energy Development Investments, LP

   Asset:       32,355 Shares of Common Stock of CGas, Inc.

   Asset LLC:   McGarret XI, LLC

   Transferor:  Hawaii I 125-0 Trust

8. Series U through Hawaii Trust II

   Sponsor:     Pronghorn I, LLC

   Asset:       Series Porcupine B Certificate Tahiti Trust

   Asset LLC:   McGarret XIII, LLC

   Transferor:  Hawaii I 125-0 Trust

9. Series V through Hawaii Trust II

   Sponsor:     Enron European Power Investor, LLC

   Asset:       Class B Certificate in European Power, LP

   Asset LLC:   McGarret VI, LLC

   Transferor:  Hawaii I 125-0 Trust

In connection with the Hawaii Structure, an Enron Party
contributed an asset to a separate Asset Party.  In exchange for
the contributions, an Enron Party received a Class A membership
interest in the Asset Party and a right to receive a special
distribution on the closing date but after the closing time for
the transaction.  A Class A membership interest represents 100%
of the voting power, with certain restrictions, of the Asset
Party and the right to receive 0.01% of all distributions made by
the Asset Party.

Each Asset Party issued a Class B membership interest to the
Transferor Party in return for the contribution of a promissory
note from the Transferor Party.  The Class B Interests are non-
voting.  Each Transferor Party assigned each Class B Interest to
a separate series within either Hawaii I or Hawaii II.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Hawaii Trusts were initially formed with a
$100 contribution from CIBC in return for a beneficial interest
certificate.  CIBC then directed Wilmington Trust Company, as
trustee to the Hawaii Trusts, to establish separate transactions
or "series" of the applicable Hawaii Trust to purchase,
separately account for and hold each Class B Interest.

The Hawaii Trusts are each a party to a credit facility, each
dated November 20, 2000, each among Canadian Imperial Bank of
Commerce, in its capacity as administrative agent under the
Credit Facilities, CIBC World Markets Corporation, as sole lead
arranger and bookrunner, First Union National Bank and San Paolo
IMI S.p.A., as co-arranger, BNP Paribas, as syndication agent,
Bayerische Landesbank, as documentation agent, and the lenders
party thereto.

To finance the purchase of a Class B Interest from a Transferor
Party, a Hawaii Trust:

   (i) issued a series certificate of beneficial ownership to
       CIBC; and

  (ii) drew down an advance under a Credit Facility.

According to Mr. Sosland, the aggregate cash purchase price for
all Series Certificates CIBC purchased, which remained
outstanding as of the Petition Date was $18,733,305.  Through
separate tranches under each Credit Facility, as of the Petition
Date, the Hawaii Trusts had outstanding obligations under the
Credit Facilities aggregating $436,430,114 in principal amount.  
In some cases, tranches were refinancings, in which case Class B
Interests were transferred from one Hawaii Trust to another
Hawaii Trust or, in the case of Series Danno B, from another
trust to a Hawaii Trust.

Upon receipt of the proceeds of the sale of the Class B Interest
from the applicable Hawaii Trust, the Transferor Party paid the
Transferor Note to the Asset Party.  Upon receipt of a payment in
respect of that Transferor Note, the Asset Party made a special
distribution to the applicable Enron Party.  With respect to the
series which were outstanding as of the Petition Date, the Enron
Parties had received special distributions aggregating
$455,163,419.

In connection with each purchase of a Class B Interest, ENA and
the applicable Hawaii Trust entered into a total return swap
agreement, pursuant to which:

   (a) on each interest payment date under the Credit Facility,
       ENA paid the applicable Hawaii Trust all interest and
       other sums due to the lenders on that date, and the
       applicable Hawaii Trust paid to ENA all monies or other
       consideration received with respect to the Class B
       Interest as of that date less any amounts payable on the
       Series Certificate on that date; and

   (b) on the maturity date of the loans under the Credit
       Facility, ENA paid to the applicable Hawaii Trust all
       principal, interest and other sums due to the lenders on
       that date, and the applicable Hawaii Trust paid to ENA
       all funds on hand on that date, less any amounts payable
       on the Series Certificates on that date.

Enron guaranteed ENA's obligations under the total return swaps.

                         Proofs of Claim

The Hawaii Parties, along with the Hawaii Trustee, have filed
proofs of claim in connection with the Hawaii Structure.  In
addition, on October 15, 2002, McGarret X, LLC filed Claim No.
1433500.

                     The Adversary Proceeding

On September 26, 2003, Enron and several of its affiliates
commenced an adversary proceeding against, among other persons,
certain Hawaii Parties.

                     The Settlement Agreement

The Enron Parties, the Creditors Committee, the Asset Parties,
the Transferor Parties, CIBC, the Signing Lenders, the Hawaii
Trustee, The Royal Bank Scotland plc, Royal Bank of Canada,
Angelo, Gordon & Co., LP, and Oaktree Capital Management, LLC,
have engaged in arm's-length and good faith negotiations and
discussions.

The parties now desire to settle amicably all matters relating to
the Hawaii Transactions and to provide releases of claims,
obligations and liabilities relating thereto under these
Settlement Agreement terms:

A. Allocation under the Credit Facilities

   Each Hawaii Signing Party severally, and not jointly,
   represent that:

   (a) it is the sole beneficial owner of its Allocated Amount
       and the investor advisor or manager for the beneficial
       owners of the Allocation Amount, having the power to vote
       and dispose of the Allocated Amount on behalf of the
       beneficial owners;

   (b) it is entitled to all of the rights and economic benefits
       of the Allocated Amount;

   (c) it has made no prior assignment, sale, participation,
       grant, conveyance or other transfer of, and has not
       entered into any agreement to assign, sell, participate,
       grant or otherwise transfer, except to another Hawaii
       Signing Party, in whole or in party, any portion of its
       right, title or interest in the Allocated Amount, and it
       has good title thereto, free and clear of all liens,
       security interests and other encumbrances of any kind,
       except to the extent the Allocated Amount or any portion
       thereof is pledged or hypothecated as of the Signing
       Date; and

   (d) unless otherwise indicated in the Settlement Agreement,
       the Hawaii Signing Party has not purchased its Allocated
       Amount for a Section 3.7 Entity;

B. Petition Date Record Holders

   The parties have come up with a list of record holders of the
   Credit Facilities as of the Petition Date, including the
   amount of principal and accrued interest as of the Petition
   Date attributable to each record holder.

C. Representations and Warranties of the Hawaii Signing Parties

   Each of the Hawaii Signing Parties severally, but not
   jointly, represents and warrants that:

   -- it has reviewed the Disclosure Statement and understands
      the treatment of claims pursuant to the Plan;

   -- it does not have knowledge of any proceeding, litigation
      or adversary proceeding before any court arbitrator or
      administrative or governmental body that is pending
      against it which would adversely affect its ability to
      enter into the Settlement Agreement or to perform its
      obligations under the Settlement Agreement;

   -- no litigation has been commenced by it and remains
      outstanding with respect to the Hawaii Transactions; and

   -- it has not filed any proof of claim against any of the
      Debtors related to the Hawaii Transactions other than the
      identified Claims.

D. Representations and Warranties of the Enron Parties, the
   Asset Parties and the Transferor Parties

   Each Enron Party, Asset Party and Transferor Party represents
   and warrants that no proceeding, litigation or adversary
   proceeding before any court, arbitrator or administrative or
   governmental body is pending against it which would adversely
   affect its ability to enter into the Settlement Agreement or
   to perform its obligations under the Settlement Agreement.

E. Assignment of Class B Interests

   On the Closing Date, each Class B Interest in each Asset
   Party identified in the Settlement Agreement will be deemed
   to be assigned to Enron or its designee without the need for
   the execution and delivery of additional documentation or the
   entry of any additional orders of the Bankruptcy Court, and
   all rights to the assets relating thereto will be the
   property of Enron or its designee.

F. Assignment of Hawaii Trust Claims

   On the Closing Date, the Hawaii Trust Claims will be deemed
   to be assigned to the Hawaii Settling Parties without the
   need for the execution and delivery of additional
   documentation or the entry of any additional Court orders.  
   Distributions with respect to the Hawaii Trust Claims will
   be distributed to the Agent, which will pay the distribution
   to each Hawaii Settling Party, after the deduction of any
   fees and expenses owing to the Agent.

G. Allowance of Claims

   On the Closing Date:

   -- Claim No. 11285 will be allowed as a general unsecured
      claim against ENA for $246,693,155;

   -- Claim No. 11286 will be allowed as a general unsecured
      claim against ENA for $163,130,645;

   -- Claim No. 11282 will be allowed against Enron as a
      guaranty claim for $81,565,348 and general unsecured claim
      for $28,923,704; and

   -- Claim No. 11284 will be allowed as a guaranty claim
      against Enron for $123,346,602.

   The Allowed Claims will be deemed to be assigned to the
   Hawaii Settling Parties.  After the assignment of the Allowed
   Claims, Claim Nos. 11284, 11282, 11285 and 11286 will be
   expunged and removed from the claims registry of the Enron
   Parties.  Distributions with respect to the New Allowed Claims
   will be distributed to the Agent within three business days
   after the deduction of any out-of-pocket fees and expenses, if
   any, owing to the Agent in respect of the New Allowed Claims.  

   Each holder of a New Allowed Claim will be entitled to
   receive distributions pursuant to the Plan and the Settlement
   Agreement on account of the New Allowed Claims provided that
   the holder of the New Allowed Claim is not a Named Defendant,
   where in that case, the New Allowed Claims will be placed
   into the Dispute Claims Reserve.

H. Withdrawal of Claims

   Each of the Claims not allowed, the McGarret Claim, and any
   counterclaims with respect to the Adversary Proceeding and
   any other action regarding the Hawaii Transactions will be
   deemed irrevocably withdrawn, with prejudice.  However, only
   a portion of the RBS Proof of Claim and the ABN Proof of
   Claim with respect to the Hawaii Transactions will be deemed
   irrevocably withdrawn with prejudice.  Each of the causes of
   actions against the CIBC Defendants asserted in the Adversary
   Proceeding, which seek avoidance of various transfers in
   connection with the Hawaii Transactions will be voluntarily
   and irrevocably dismissed with, and subject to the Settlement
   Agreement, each of the Hawaii Trusts will be dismissed as
   defendants with prejudice from the Adversary Proceeding for
   all purposes.

I. Limited Release of the Enron Releasing Parties

   Each of the Hawaii Releasing Parties forever releases,
   acquits and discharges each of the Enron Releasing Parties
   and the Creditors Committee from any and all claims, demands,
   liabilities and causes of action of any and every kind,
   character or nature which the Hawaii Releasing Party have or
   may have against any Enron Releasing Party of the Creditors
   Committee to the extent relating to the Hawaii Transactions
   or the Hawaii Transaction Documents.

   In addition, each of the Hawaii Releasing Party agrees that
   it will not commence, assert, maintain, continue or pursue
   any claim, demand or cause of action of any type or nature
   that it may have against any person other than a Hawaii
   Releasing Party, that seeks a Resulting Claim that relates
   to the Hawaii Transaction and the Hawaii Transaction
   Documents.

   The Parties acknowledge and agree that the Settlement
   Agreement relates solely to the Hawaii Transactions and the
   Hawaii Transaction Documents, and are not intended to have
   the effect in any way whatsoever of:

   -- releasing the New Allowed Claims;

   -- releasing any claim or cause of action of the Hawaii
      Releasing Parties arising under the Settlement Agreement;

   -- releasing, limiting or otherwise affecting any claim,
      demand, liability, cause of action or defense of any kind
      which the Hawaii Releasing Parties or any of them have or
      may have against any other Hawaii Releasing Party;

   -- releasing, limiting or otherwise affecting any claim,
      demand, liability, cause of action or defense of any kind
      which the Hawaii Releasing Parties may have against any
      Person, including the Enron Releasing Party, regarding any
      transaction other than the Hawaii Transactions; or

   -- solely with respect to Course of Conduct Claims,
      releasing, limiting or affecting the right of any of the
      Hawaii Releasing Parties to assert any defenses or to
      dispute the existence of any alleged facts in any
      litigation, arbitration, mediation or other proceeding,
      which any of the Hawaii Releasing Parties may have.

J. Limited Release of the Hawaii Releasing Parties

   On the Closing Date, each of the Enron Releasing Parties and
   the Creditors Committee will not object the New Allowed
   Claims and irrevocably and unconditionally release, acquit
   and discharge each of the Hawaii Releasing Parties from any
   and all claims, demands, liabilities and causes of action of
   any kind, character and nature, which the Enron Releasing
   Parties or the Creditors Committee have or may have against
   any Hawaii Releasing Party to the extent relating to the
   Hawaii Transactions, except for the Course of Conduct Claims
   that are expressly reserved.

K. Course of Conduct Claims

   On the Closing Date, each Hawaii Signing Party acknowledges
   that one or more Named Defendants (a) may have been a party
   to other transactions relating to Enron that are not subject
   to the settlement and release embodied in the Settlement
   Agreement and (b) either is a defendant in the Adversary
   Proceeding or may be a Person with respect to which Enron is
   investigating potential Course of Conduct Claims.

   On the Closing Date, the parties agree that any Course of
   Conduct Claims that may be asserted by Enron, the Creditors
   Committee or any other party-in-interest against the Section
   3.7 Entities and any other person expressly excluded from the
   limited release and the Settlement Agreement, and that Enron,
   the Creditors Committee or any other party-in-interest may
   refer to and use the Hawaii Transactions to establish any
   Course of Conduct Claims against the Section 3.7 Entities and
   any other Person, provided that they will not seek, recover
   or receive any damages with respect to the Hawaii
   Transactions against or from:

   -- any Section 3.7 Entity that is a Hawaii Releasing Party to
      the extent that it has been released by the Settlement
      Agreement or it did not have any rights, obligations,
      interests or claims of any kind in any of the Hawaii
      Transactions prior to the Petition Date; or

   -- any Hawaii Releasing Party that was not, as of February 2,
      2004, a defendant in the Adversary Proceeding.

   At the Closing Date, if and to the extent that a Course of
   Conduct Claim is brought or maintained against a Section 3.7
   Entity that is also a Hawaii Releasing Party, then the Hawaii
   Releasing Party may:

   -- only refer to and use the Hawaii Transactions to establish
      any defense or allegation used only for defense purposes
      against the Course of Conduct Claim;

   -- commence, assert, maintain, continue or pursue any claim,
      demand or cause of action based on or related to the
      Hawaii Transactions that they may have against any Third
      Party other than any Enron Releasing Party; provided that
      no Hawaii Releasing Party will execute or collect on any
      judgment for money damages against any Third Party unless
      these conditions are satisfied:

      (a) the Course of Conduct Claim has resulted in one or
          more final, non-appealable judgments against the
          Hawaii Releasing Party in favor of one or more Enron
          Releasing Parties that awards to any Enron Releasing
          Party Hawaii Damages;

      (b) the aggregate amount of the Third Party Damages of the
          Hawaii Releasing Party does not exceed the amount of
          its Hawaii Payment; and

      (c) if for any reason the Enron Releasing Parties in the
          aggregate are required on account of Third Party
          Damages to pay to one or more Third Parties an
          aggregate amount in excess of the applicable Hawaii
          Payment, then the applicable Hawaii Releasing Party
          will immediately pay to Enron, and will indemnify and
          hold harmless all of the Enron Releasing Parties
          against, the amount of the excess.

L. Dissolution of Trust

   The parties agree that after giving effect to Sections 3.1
   and 3.2 of the Settlement Agreement, each of the Hawaii
   Trusts will be dissolved.

M. Conditions to Effectiveness

   Each Party's obligation to consummate the Closing
   transactions on the Closing Date is subject to the
   satisfaction of certain conditions precedent, including:

   -- Hawaii Settling Parties holding, in the aggregate, not
      less than 83% of the Allocated Amounts of all Hawaii
      Settling Parties will have agreed to enter into the
      Settlement Agreement; and

   -- CIBC will have delivered the Series Certificates to the
      Hawaii Trustee to effect the dissolution of the Hawaii
      Trusts.

N. Termination of the Credit Facilities

   After assigning the Allowed Claims, each of the Hawaii Trusts
   and the Hawaii Trustee is released from all liabilities under
   the Credit Facilities and the Credit Facilities are
   terminated.

O. Voting of New Allowed Claims

   The Proofs of Claim of the Hawaii Signing Parties who are not
   Section 3.7 Entities will be deemed to have been voted in
   their entirety to accept the Plan.  All other proofs of claim
   held by Section 3.7 Entities will not be entitled to vote on
   the Plan.

Mr. Sosland contends that the Settlement Agreement should be
approved pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure because:

   (i) it resolves numerous complicated legal and factual issues
       arising from the Hawaii Structure and the Claims, some of
       the largest claims filed against the Debtors' estates;

  (ii) the Enron Parties will:

       * recover about $25,000,000 in escrowed proceeds from the
         sale of CGas Asset;

       * receive the remaining Hawaii assets values at around
         $25,000,000;

       * reduce claims against Enron by about $205,000,000; and

       * receive releases from the Hawaii Releasing Parties;

(iii) the Hawaii Releasing Parties will withdraw their
       objection to the Plan confirmation, and some of them will
       vote their claims in favor of the Plan; and

  (iv) it is a product of arm's-length bargaining among the
       Parties. (Enron Bankruptcy News, Issue No. 110; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


ENRON: Selling Loan Agreements To Cityforest For $6,250,000
-----------------------------------------------------------
Enron North America Corporation and CityForest Corporation are
parties to:

   (i) a Senior Subordinated Loan Agreement, dated as of
       March 1, 1998; and

  (ii) a Junior Subordinated Loan Agreement, dated as of
       March 1, 1998.

Pursuant to the Loan Agreements, ENA made loans to CityForest to
fund, in part, the expansion and upgrade of CityForest's
manufacturing plant and machines.  CityForest is a stand-alone
tissue mill located in Ladysmith, Wisconsin.

In connection with the Loan Agreements, CityForest executed, for
ENA's benefit, an Income Participation Certificate, Series 1988.  
In addition, ENA, Enron Power Marketing, Inc., and CityForest are
parties to an Energy Advisory Services Agreement, dated as of
March 1, 1998.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that on March 1, 2001, CityForest defaulted on its
scheduled semi-annual payments under the Loan Agreements.  By
letter dated March 2, 2001, ENA placed CityForest on notice that
an Event of Default had occurred.  To date, the total principal
amount outstanding under the Loan Agreements is $29,610,000.

Aside from its Loan Agreements default, Mr. Sosland reports that
CityForest is also in default on its senior revolving debt.  
CityForest is currently restructuring its obligations.

Beginning in 2002, Enron Corporation marketed the Loan Agreements
to over 150 potential investors.  Four offers were received.  
CityForest submitted the highest and best offer at $6,250,000.  
CityForest made the offer with funding from the State of
Wisconsin Investment Boards and others.  Enron marketed the Loan
Agreements again in late 2002 and received only one less
desirable offer.  Thus, Enron determined that CityForest's offer
was the highest and best offer and moved forward with the
negotiation of a definitive agreement.

On April 30, 2004, the Debtors and CityForest executed a Purchase
Agreement, which provides that:

A. Purchase Price

   The purchase price for the Assets will be $6,250,000.

B. Assets

   The Assets to be sold include, among others:

   (a) the Loan Agreements;

   (b) the other Loan Documents;

   (c) the Energy Advisory Services Agreement;

   (d) the IPC;

   (e) all unpaid loans, interest, fees and accounts receivable
       arising from or in connection with the assets; and

   (f) the Records.

C. Taxes

   CityForest will pay any sales tax or other transfer tax
   resulting from the transactions contemplated by the Purchase
   Agreement.

D. Termination of Agreement

   The Purchase Agreement and the transactions contemplated
   therein may be terminated prior to the Closing by, inter alia,

   (a) the mutual written agreement of ENA, EPMI and Purchaser;

   (b) ENA or CityForest, if the Closing has not occurred on or
       before August 30, 2004, and the terminating party is not
       in default in any material respect under the Purchase
       Agreement;

   (c) ENA or CityForest, if there will be any Applicable Law
       that makes consummation of the transactions illegal or
       otherwise prohibited or if an order enjoining either
       ENA or CityForest from consummating the transaction; and

   (d) ENA or EPMI at any time after the Bankruptcy Court
       approves an Alternative Transaction, or CityForest
       upon the financial closing of an Alternative Transaction.

E. Conditions Precedent to Closing

   In addition to usual and customary conditions, the Debtors
   must have obtained entry of the Sale Order and CityForest
   must have obtained the consent of and a waiver and release in
   form and substance acceptable to ENA and EMPI from the holder
   of the Senior Obligations, as a condition to Closing by
   CityForest and the Debtors.

F. Mutual Release among the Debtors and CityForest

   The Purchase Agreement provides for a mutual waiver and
   release by the Debtors and CityForest of any and all rights
   and claims arising under, relating to, or connected with the
   Assets; provided, however, that the Debtors do not release
   CityForest of any rights or claims that it has against, or
   obligations or liabilities of, CityForest that are included
   in the Assets prior to the effective transfer of the Assets
   to CityForest.  

G. Mutual Release between the Debtors and UBOC

   In connection with the Purchase Agreement, the Debtors and
   Union Bank of California, N.A., as counterparty to that
   certain Collateral Agency and Intercreditor Agreement, dated
   as of March 1, 1998, as amended, will enter into a Mutual
   Release, pursuant to which Union Bank will consent to the
   proposed sale and the parties will release each other from
   any claims related to the Transaction Documents.

Mr. Sosland informs the Court that the Debtors are not aware of
any liens, claims, encumbrances, interests or rights of setoff,
netting or deduction relating to the Assets.  The terms of the
Purchase Agreement was negotiated by the Debtors and CityForest
at arm's length and in good faith.

The Debtors believe that selling the Assets will maximize the
value of the Assets for the Debtors' estates and will result in
a greater return to creditors than if the Assets were retained by
the Debtors until a plan of reorganization is confirmed.

Accordingly, the Debtors ask the Court to authorize the sale and
approve the Purchase Agreement.  To the extent that the Energy
Advisory Services Agreement or any of the other Assets constitute
executory contracts under Section 365 of the Bankruptcy Code, the
Debtors seek Judge Gonzalez's permission to assume and assign the
Contracts to CityForest. (Enron Bankruptcy News, Issue No. 110;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COMPANIES: Agrees to Resolve Dunigan Committee Disputes
---------------------------------------------------------------
The Unofficial Committee of Dunigan Unsecured Trade Creditors
argued that Debtor Dunigan Fuels, Inc., which is a profitable
company, received nothing of value in exchange for the guaranty
of Fleming's obligations to pay a $975,000,000 credit facility
Fleming entered with Deutsche Bank Trust Company Americas, as
administrative agent, and a consortium of 123 other lenders.  
Fleming had used the proceeds to fund the acquisition of the
wholesale distribution business comprised of Core-Mark
International, Inc., and its subsidiaries, and to repay certain
obligations.  Dunigan, which operates Fleming's stand-alone fuel
distribution business, and each of the other co-guarantors
secured Fleming's obligations under the Credit Agreement with
first priority security interests and liens on substantially all
of their then existing and after acquired assets, including their
accounts receivable and inventory.

Absent Dunigan's liability for Fleming's Obligations under the
Loan Documents and the Indentures, the Dunigan Unofficial
Unsecured believes that Dunigan would not have been insolvent as
of the Petition Date.  Dunigan had a positive cash flow at the
time it executed certain of the Loan Documents.  Dunigan's cash
flow remained positive through the filing of its petition.  
Dunigan generated positive cash flow in excess of $1,000,000
during the year before the Petition Date.  Other than any
obligations Dunigan owed to the Transferees under the Loan
Documents, Dunigan was not in default under any of the
obligations to its creditors on the Petition Date and was
generally paying its debts as they became due.

In 2003, the Dunigan Unofficial Committee sued the Debtors,
Deutsche Bank, JPMorgan Chase Bank in its capacity as Collateral
Agent, Provider of Treasury Services and Syndication Agent, to
stop these parties from enforcing the Loan Documents against
Dunigan.  In the alternative, the Committee insists that the
Transferees' claims and liens should be subordinated to its
claims.

To avoid the substantial expense of litigation and any delay of
these cases, the Debtors, the Lenders and the Dunigan Unofficial
Committee entered into an "across the board" resolution of
numerous disputes, including:

       (1) the claims asserted by the Dunigan Unofficial
           Committee in the adversary proceeding styled "The
           Unofficial Committee of Unsecured Trade Creditors of
           Dunigan Fuels, Inc. v. Deutsche Bank Trust Company
           Americas et al.";

       (2) all reclamation rights, claims and causes of action
           the Dunigan Unofficial Committee has or may have
           against the Fleming Debtors, the Agents or Lenders,
           relating to any of the Debtors' Chapter 11 cases;

       (3) the objections raised by the Dunigan Unofficial
           Committee in connection with the replacement
           financial proposed in these cases;

       (4) any objections by the Dunigan Unofficial Committee
           to the Fleming Debtors' and the Official Committee of
           Unsecured Creditors' Joint Plan of Reorganization; and

       (5) any preference or avoidance rights or actions that
           the Fleming Debtors may have against the Dunigan
           Unofficial Committee or its members.

The parties agree that:

       (a) Allowed Administrative Claims.  The claims asserted
           by the Dunigan Unofficial Committee in the Adversary
           Proceeding and objections to the Debtors' financing
           and Plan are allowed as administrative claims for
           $312,500, to be divided among the members of the
           Dunigan Unofficial Committee.  The amount in payment
           of the allowed claim will be paid by wire transfer to
           the counsel for the Dunigan Unofficial Committee; and

       (b) Mutual Releases.  The parties exchange mutual releases
           and agree to dismiss with prejudice all pending
           reclamation demands, complaints and objections.
           However, the Dunigan Unofficial Committee retains any
           claims or causes of action against any of the Debtors'
           past or present directors or officers regarding any
           conduct or event occurring before the Petition Date so
           long as any recovery does not exceed the scope or
           coverage limit of any applicable Directors and
           Officers insurance policy.

The Dunigan Committee is comprised of:

       -- ExxonMobil Corporation,
       -- Marathon Ashland Petroleum LLC,  
       -- TransMontaigne Product Services Inc.,
       -- Santmyer Oil Company, Inc., and  
       -- Papco, Inc.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement.

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)


FUN-4-ALL CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fun-4-All Corp.
        16 West 19th Street
        New York, New York 10011

Bankruptcy Case No.: 04-13943

Type of Business: The Debtor manufactures, sells and distributes
                  toys under various licenses.

Chapter 11 Petition Date: June 8, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Steven H. Newman, Esq.
                  Esanu Katsky Korins & Siger, LLP
                  605 Third Avenue, 16th Floor
                  New York, NY 10158
                  Tel: 212-953-6000
                  Fax: 212-953-6899

Total Assets: $4,554,659

Total Debts:  $9,856,993

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Pro Source Co., Ltd.          Trade debt              $1,029,994
Rm 2701-8
Shui On Centre
No. 6-8 Harbour Road
Wanchai, Hong Kong

Merchant's Bank of New York   Bank loan                 $700,000
275 Madison Avenue, 10th Fl.
New York, NY 10016

Talentoy Factory Ltd.         Trade debt                $672,604
249 Nod Road
Ridgefield, CT 06877

Prime Designs Ltd.            Trade debt                $393,210
Flat Q 3/F
Kaiser Estate Phase 3
Hok Yuen Street
Hunghom, Kowloon, Hong Kong

RJE Inc.                      Commission                $250,690
63 Colony Lane
Syosset, NY 11791

McCabe                        Trade debt                $144,000

DIC Entertainment             License royalty           $143,779

Hong Kong Toy Center          Trade debt                $136,998

Lazar Levine & Felix LLP      Trade debt                $129,596

CAS Marketing                 royalty commission        $102,760

Comerica                      Bank loan                 $100,000

American Shipping Company     Trade debt                 $76,952

Lloyd J. Mintz                Commission                 $69,157

Lyrick Studios, Inc.          License royalty            $62,971

KMPG Corporate Finance        Trade debt                 $53,335

Viacom Consumer Products      License royalty            $50,916

Wonderland, Inc.              Trade debt                 $43,440

Tai Nam Industrial Company    Trade debt                 $43,698

Jordan, Phillips & Michaels   Trade debt                 $43,500

KidzCreations, Inc.           Trade debt                 $40,565


GREAT PLAINS: Prices Common Stock & Convertible Debt Offerings
--------------------------------------------------------------
Great Plains Energy (NYSE: GXP) announced that it has priced
public offerings of 5,000,000 shares of common stock at a public
offering price of $30.00 per share and 6,000,000 mandatory
convertible securities at a public offering price of $25.00 per
security. The FELINE PRIDES carry a cash coupon of 8.00%.

The Company has granted the underwriters for each offering an
option to purchase up to an additional 750,000 shares of common
stock and 900,000 FELINE PRIDES.

A portion of the net proceeds is expected to be contributed to
Kansas City Power & Light Company to retire $150 million of
existing trust preferred securities. The remaining net proceeds
may be used either to reduce short-term debt at Great Plains
Energy or to contribute up to an additional $75 million to KCP&L
to reduce indebtedness, or a mixture of both. The common stock and
FELINE PRIDES are expected to be issued on Monday, June 14,
subject to customary closing conditions.

The offerings will be made under the Company's existing shelf
registration statement that has been declared effective by the
Securities and Exchange Commission.

The sole book running manager for both offerings is Merrill Lynch,
Pierce, Fenner & Smith Incorporated. Morgan Stanley & Co.
Incorporated is a joint lead manager for the common stock
offering.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction. The offering of these securities may be made
only by means of the prospectus and related prospectus supplement
relating to each offering. Investors will be able to obtain a copy
of such documents from Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 4 World Financial Center, New York, New York 10281.

Great Plains Energy Incorporated (NYSE:GXP), headquartered in
Kansas City, MO, is the holding company for Kansas City Power &
Light Company, a leading regulated provider of electricity in the
Midwest; and Strategic Energy LLC, an energy management company
providing load aggregation and power supply coordination. The
Company's web site is http://www.greatplainsenergy.com/

                           *   *   *

As reported in the Troubled Company Reporter's June 8, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary rating of 'BBB-' to Great Plains Energy Inc.'s senior
and subordinated unsecured debt securities, and 'BB+' to the
trust-preferred securities filed by the energy holding company
under a $648.2 million shelf registration filed with the SEC on
April 15, 2004.

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

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

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


GREENPARK FRANKLIN: US Trustee to Meet with Creditors on June 29
----------------------------------------------------------------
The United States Trustee will convene a meeting of Greenpark
Franklin Canyon LLC's creditors at 1:30 p.m., on June 29, 2004 in
Room 1-159 at the Ronald Reagan Federal Bldg, 411 W Fourth Street,
Santa Ana, California 92701.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Seal Beach, California, Greenpark Franklin Canyon
LLC, filed for chapter 11 protection on May 17, 2004 (Bankr. C.D.
Calif. Case No. 04-13235).  Alan J. Friedman, Esq., at Marshack,
Shulman & Hodges LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed both estimated debts and assets of $10
million.


HEALTHSOUTH: Reaches Pact With Noteholders On Consent Solicitation
------------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced that it
has reached agreement with its Unofficial Committee of Noteholders
to obtain consents and waivers in connection with its amended
consent solicitations for 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, representing
approximately $1.9 billion in debt.

Completion of these consent solicitations, together with the
previously completed consent solicitations for its 10.75% Senior
Subordinated Notes and its 8.50% Senior Notes due 2008, will
result in the successful completion of consent solicitations of
all of the Company's outstanding public debt, totaling
approximately $2.6 billion. The cost of the restructuring is
expected to be in the range of approximately $73 million to
$80 million depending on the final level of participation in the
consent solicitations.

"We are extremely pleased to have reached this agreement with
representatives of our Noteholders and appreciate their efforts
toward achieving a consensual resolution," said Jay Grinney,
HealthSouth's newly-appointed President and Chief Executive
Officer. "This represents a very significant step toward
completion of our financial restructuring. We look forward to
completing this process promptly as we move forward with building
a future of solid growth and profitability for HealthSouth."

HealthSouth has amended its solicitation of consents to reflect
the newly agreed upon terms and is extending its solicitation of
consents for 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 23, 2004. HealthSouth has set June 4, 2004 as
the record date for these consents solicitations.

HealthSouth said that holders of approximately 24.2% of the
Company's 6.875% Senior Notes due 2005, 32.2% of its 7.375% Senior
Notes due 2006, 53.3% of its 7.000% Senior Notes due 2008, 27.6%
of its 8.375% Senior Notes due 2011 and 61.2% of its 7.625% Senior
Notes due 2012 have already agreed to consent to the terms of the
revised consent solicitations.

HealthSouth also announced that it will stay the litigation in the
Circuit Court of Jefferson County, Alabama with certain of its
Noteholders and has agreed to dismiss this litigation upon
successful completion of the amended consent solicitations.

             Revised Terms of Consent Solicitations

HealthSouth has agreed to increase the consent fee that it will
pay to holders who deliver valid and unrevoked consents prior to
the expiration of the consent solicitations. HealthSouth will pay
(i) $30.00 per $1,000 principal amount of notes to holders of its
8.375% Senior Notes due 2011, 6.875% Senior Notes due 2005 and
7.375% Senior Notes due 2006; (ii) $32.50 per $1,000 principal
amount of notes to holders of its 7.000% Senior Notes due 2008;
and (iii) $45.00 per $1,000 principal amount of notes to holders
of its 7.625% Senior Notes due 2012. The payment of the consent
fee remains conditioned upon the proposed amendments to the
indentures becoming operative. Previously delivered consents are
no longer valid. Holders as of the record date who wish to consent
must submit new consents in order to receive the increased consent
fee if the conditions to their consent solicitation are satisfied
or waived.

HealthSouth has also agreed to amend its 7.625% Senior Notes due
2012 and the 8.375% Senior Notes due 2011 to provide the holders
thereof the right to require the Company to purchase such notes on
January 2, 2009; and to amend its 7.000% Senior Notes due 2008 to
provide the holders thereof the right to require the Company to
purchase such notes on January 15, 2007.

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/


HOLLINGER INC: Satisfies Escrow Conditions for Share Conversion
---------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX: HLG.PR.B)(TSX: HLG.PR.C) announced
that the conditions to the release from escrow of the gross
proceeds of the previously announced offering of C$211 million of
subscription receipts of Hollinger have been satisfied. Effective
5:00 p.m. EST on June 11, 2004, each Subscription Receipt will be
converted, without payment of any additional consideration, into
one Series II Preference Share of Hollinger.

As the Escrow Conditions have now been successfully satisfied, the
escrow agent has been directed to make the following payments on
behalf of Hollinger:

   (a) approximately US$48.5 million to Wilmington Trust Company,
       as paying agent, in respect of the redemption by Hollinger
       of 35% of the aggregate principal amount of its 11.875%
       senior secured notes due 2011, which redemption will be
       completed on June 11, 2004;

   (b) approximately C$96.6 million to Computershare Trust Company
       of Canada, as paying agent, in respect of the mandatory
       redemption by Hollinger of all of its issued and
       outstanding Series III Preference Shares, which redemption
       will be completed on June 11, 2004;

   (c) approximately US$10.4 million to Wachovia Trust Company,
       National Association, as trustee and collateral agent, in
       respect of the cash collaterization by Hollinger of
       approximately US$6.3 million principal amount of the Notes,
       which cash collaterization will be completed on June 11,
       2004; and

   (d) approximately C$8 million to Westwind Partners Inc. in
       respect of their commission for acting as agent in
       connection with the offering of Subscription Receipts. The
       balance of the escrowed funds of approximately C$26 million
       will be delivered to Hollinger to be used for general
       corporate purposes.

Upon completion by Hollinger of the mandatory redemption of its
Series III Preference Shares, the Series III Preference Shares
will be delisted from the Toronto Stock Exchange.

On or about June 11, 2004, Hollinger will cause to be deposited
into escrow with a licensed trust company 10,981,538 International
A Shares. Subject to receipt by the Share Escrow Agent of the
Escrowed Shares and the completion of each of the Payments,
Hollinger will be in a position to honour retractions of its
Series II Preference Shares on or about June 11, 2004. The
Escrowed Shares will be held in escrow and will be released by the
Share Escrow Agent from time to time in order to satisfy
retraction requests from the holders of all of the issued and
outstanding Series II Preference Shares.

Furthermore, following completion of the offering of Subscription
Receipts, Hollinger will honour retraction requests in connection
with an aggregate of 61,010 retractable common shares of Hollinger
submitted for retraction up to and including June 7, 2004.
Hollinger will thereafter review additional requests for
retractions of its common shares from time to time.

Hollinger's offer commenced by notice dated May 7, 2004 to
purchase for cash any and all of its outstanding Notes for
US$1,000 per US$1,000 principal amount of Notes, plus accrued and
unpaid interest, expired at 5:00 p.m. EST on June 8, 2004. No
Notes were tendered to and purchased by Hollinger in connection
with the Allocation Offer. The Allocation Offer was one of the
Escrow Conditions and was made in accordance with the requirements
of the indenture pursuant to which the Notes were issued, with
respect to asset sales which may have occurred in connection with
the offering of Subscription Receipts and the sale by Hollinger of
a total of 275,000 shares of Class A Common Stock of Hollinger
International Inc. to a third party completed in March 2004.

At a hearing held earlier, Vice-Chancellor Strine of the Delaware
Chancery Court ruled that Hollinger will be ordered to repay
US$16.55 million to Hollinger International which it received on
account of non-competition payments, together with interest. A
final order will be issued on or after June 21, 2004. Hollinger
regrets the decision of Vice-Chancellor Strine and believes there
are meritorious grounds for appeal and will be considering its
options in the upcoming weeks.

Hollinger's principal asset is its approximately 72.3% voting and
29.7% equity interest in Hollinger International Inc. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain and
Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.

                          *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) did not
make the interest payment due March 1, 2004, on its outstanding
US$120 million aggregate principal amount of 11.875% senior
secured notes due 2011. The non-payment of interest does not
constitute an event of default under the indenture governing the
Senior Secured Notes unless such non-payment continues for a
period of 30 days from the date such interest is due. Hollinger,
together with its advisors, are continuing to actively examine
Hollinger's available options in order to satisfy its obligations
under the Senior Secured Note indenture in a timely manner.


HOLLINGER INTERNATIONAL: OSC Issues Permanent Cease Trade Order
---------------------------------------------------------------
Hollinger International Inc. announced on June 8, 2004 that the
temporary order issued on May 18, 2004 by the Ontario Securities
Commission at the request of the Company, which prohibits certain
current and former insiders of the Company from trading in  
securities of the Company except in prescribed circumstances, has
been replaced by a permanent order dated June 1, 2004.

The permanent management and insider cease trade order, which was
issued in accordance with OSC procedures, will remain in place
until two full business days following receipt by the OSC of all
filings that the Company is required to make pursuant to Ontario
securities laws. The securities commissions in certain other
provinces may also issue similar orders with respect to residents
of those jurisdictions.

As previously disclosed in a press release dated May 6, 2004, the
orders result from the delay in filing the Company's annual
financial statements for the year ended December 31, 2003, its
interim financial statements for the three months ended March 31,
2004 and its Annual Information Form by the required filing dates.
The Company believes that it needs to review the final report of
the Special Committee established by the Company before it can
complete and file these financial statements and the AIF.

The Company intends to provide bi-weekly updates to the situation,
as contemplated by OSC Policy 57-603 Defaults by Reporting Issuers
in Complying with Financial Statement Filing Requirements, until
the default is rectified.

                         *     *     *

As reported in the Troubled Company Reporter's March 17, 2004
edition, Hollinger International Inc. (NYSE: HLR) announced that
primarily as a result of the ongoing investigation being conducted
by the Special Committee of the Company's Board of Directors, as
well as the disruption of management services provided to the
Company arising from its ongoing dispute with Ravelston
Corporation Limited, the Company is not able to complete its
financial reporting process and its audited financial statements
for inclusion in the Annual Report on Form 10-K for fiscal year
2003 by the filing deadline.  The Company intends to complete its
financial reporting process as soon as practicable after the
completion of the investigation by the Special Committee, and then
promptly file the 10-K.

The company's September 30, 2003, balance sheet shows a working
capital deficit of about $293 million.


INTEGRAL VISION: Raises $1 Million From Restricted Stock Sale
-------------------------------------------------------------
Integral Vision, Inc. (OTC Bulletin Board: INVI) announced that it
has raised $1 million from the sale of restricted stock to a small
capital fund.  The sale involved 813,000 shares at a price of
$1.23 per share.

"This sale, along with our recent conversion of interest and debt
to equity, has substantially improved our balance sheet.  These
changes come at a time when we expect to be cash flow positive
from operations. The Microdisplay market is currently very active,
and we believe we are in position to be the market leader for the
sale of automated inspection equipment into this market," said
Charles J. Drake, Chairman and CEO of Integral Vision, Inc.

                About Integral Vision

Integral Vision, Inc. (OTC Bulletin Board: INVI) -- whose
March 31, 2004 balance sheet shows a stockholders' deficit of
$3,739,000 -- offers machine vision-based inspection systems to
the industrial manufacturer.  Integral Vision is a leading
supplier of machine vision systems used to monitor or control the
manufacturing process.  Vision systems are used to supplement
human inspection or provide quality assurance when production
rates exceed human capability.  More information can be found at
Website: http://www.iv-usa.com/



INTEGRATED HEALTH: Sprint Corp. Agrees to Withdraw $1.2M Claim
--------------------------------------------------------------
IHS Liquidating, LLC, as successor to the Integrated Health
Services, Inc. (HIS) Debtors, and Sprint Corporation agree to
settle a lawsuit the Debtors commenced to recover $907,490 in
preferential transfers they made to Sprint. Sprint asserted new
value and ordinary course of business affirmative defenses in
response to the Complaint.

To avoid the costs and uncertainties of litigation, IHS
Liquidating and Sprint agree that:

   -- All claims filed by or on behalf of Sprint, including Claim
      No. 961 for $1,207,229, or which have otherwise been
      allowed for or on behalf of Sprint against the IHS Debtors
      will be deemed withdrawn, and Sprint will waive any right
      to receive any distribution on account of the claims;

   -- The Adversary Proceeding will be dismissed with prejudice
      and closed, but may be reopened for the parties to enforce
      the terms of the stipulation; and

   -- The parties will release each other from all claims related
      to the adversary proceeding.

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)   


ITERIS HOLDINGS: Fiscal Fourth Quarter Results Enter Positive Zone
------------------------------------------------------------------
Iteris Holdings Inc. (OTCBB:ITRSA) (OTCBB:ITRSB), a leading
provider of traffic optimization and safety technology, reported
financial results for the fiscal fourth quarter and 12-month
period ended March 31, 2004.

For the fourth quarter, Iteris reported net sales and contract
revenues of $11.4 million, an increase of 4.5 percent compared to
net sales and contract revenues of $10.9 million in the fourth
quarter of the previous fiscal year. The company reported
operating income of $454,000, compared to an operating loss of
$1.5 million reported in the fourth quarter of the previous fiscal
year. The increase in operating income reflects a 33 percent
reduction in operating expenses in the current year fiscal fourth
quarter. The net income for the current year fiscal fourth quarter
was $117,000, or $0.01 per diluted share, compared to the net loss
of $8.3 million, or $(0.55) per diluted share, in the previous
year fiscal fourth quarter, which included losses of $5.7 million
related to discontinued operations. Net income in the fourth
quarter of fiscal 2004 included a tax benefit of $644,000 for the
realization of deferred tax assets.

For the year ended March 31, 2004, Iteris reported revenue of
$45.3 million, an increase of 9.4 percent compared to the
$41.4 million reported for the comparable year-ago period. The
company reported operating income of $1.0 million in the current
year compared to an operating loss of $1.1 million reported in the
comparable year-ago period. The net income for the year was
$7,000, or $0.00 per diluted share, compared to a net loss of
$13.1 million, or $(0.92) per diluted share for the same period
last year.

Continuing operations in all periods have been restated to reflect
only the operations of Iteris Holdings Inc. and its majority owned
subsidiary, Iteris Inc.

At March 31, 2004, Iteris Holdings Inc.'s balance sheet shows a
recovery of stockholders' equity at $693,000. This compares to a
deficit of $4.2 million at March 31, 2003.

Greg Miner, chief executive officer of Iteris Holdings, commented:
"This was a very positive quarter for Iteris Holdings on a number
of fronts. Operationally, we announced our first launch customer
for AutoVue for the passenger car market; and we continued to post
strong gains in AutoVue sales. The current fiscal fourth quarter
continued to be difficult in the markets for Transportation
Systems Services revenues. We are encouraged, however, with recent
developments in California's budget status for new ITS projects.
Similarly, although Congress continues to deliberate the highway
bill, we expect that piece of legislation to be resolved in the
near term. These two factors impacted our fourth quarter financial
performance, but our tight focus on cost controls, coupled with
the increase in AutoVue revenue, allowed us to meet our internal
expectations."

Miner continued: "Organizationally, we made significant progress
toward our goal of consolidating Iteris Holdings and its majority
owned subsidiary, Iteris Inc. We started out the fiscal year with
a 40 percent minority interest ownership in Iteris Inc. The
preferred stock minority interest in Iteris Inc. was purchased in
May 2004, and as of today, the minority interest in our Iteris
Inc. subsidiary has been reduced to 17.3 percent. We believe the
consolidation of Iteris Holdings with Iteris Inc. has multiple
long term benefits for all stockholders, and anticipate having the
process completed within the next 120 days."

                         Highlights

-- Revenues from AutoVue in-vehicle safety systems increased 284%
   during the quarter compared to last year's fourth quarter, and
   increased 173% for the full fiscal year in 2004 compared to
   2003. Testing is underway for AutoVue by a number of fleet
   operators in the commercial truck market.

-- In the fourth quarter of this fiscal year, Iteris reached a
   cumulative installed base of 25,000 Vantage cameras installed
   in intersections covering 49 states -- reflective of our
   continued leadership for vision-based traffic intersection
   control.

-- In May 2004, we completed the placement of $10.1 million in 0
   subordinated convertible debentures and a $5.0 million senior
   term credit facility and purchased the preferred stock minority
   interest held by Daimler Chrysler and the Government Investment
   Corp. of Singapore for $17.5 million. Daimler Chrysler
   continues to be a common stock holder of the company.

We anticipate that consolidated revenues will be approximately
$11 million in the first fiscal quarter ended June 30, 2004.

                About Iteris Holdings Inc.

Iteris Holdings Inc. is the majority stockholder of Iteris Inc., a
leading provider of outdoor machine vision systems and sensors
that enhance driver safety and optimize the flow of traffic. We
have combined outdoor image processing, traffic engineering and
information technology to offer a broad range of transportation
and safety solutions. Iteris Holdings and Iteris Inc. have
headquarters in Anaheim. Investors are encouraged to contact the
company at 714-774-5000 or at http://www.iteris.com/


KEY ENERGY: S&P Lowers Ratings to B & Maintains Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and senior unsecured debt ratings on Key Energy Services
Inc. to 'B' from 'B+'.

Furthermore, Standard & Poor's said that the ratings remain on
CreditWatch with negative implications following the company's
recent announcement of receiving a notice of default from its
senior note trustee for not filing its 10-K filings on time.

"The notice of compliance deficiency from its senior trustee,
which triggers a 60-day cure period in which the company has to
cure the technical default under its note indentures, further
heightens our concerns regarding the company's liquidity position
and could severely affect the financial condition and solvency of
the firm," said Standard & Poor's credit analyst Brian Janiak.

Failure to receive waivers or receive solicitation of consent from
its noteholders within this specified 60-day cure period would
trigger acceleration of payment on the note obligations and a
default on the note indentures.

Key does not appear to have the financial resources to pay the
approximately $375 million of accelerated debt obligations.
Acceleration of Key's debt would likely necessitate a bankruptcy
filing.

Standard & Poor's plans to meet with the company's new CEO and the
rest of senior management to review and discuss its concerns. Most
imminently, Standard & Poor's will review and monitor the
company's current liquidity position, including the status with
its noteholders and bank lenders, its financial and operational
strategy going forward, and the corporate governance policies and
procedures the company plans to implement in order to improve its
overall corporate governance, internal controls, and operations to
better protect the interest of its bond and stakeholders.

Resolution of the CreditWatch listing is dependent on Key
receiving waivers from its noteholders, filing its 10-K, and
demonstrating sound performance by the firm's new management team.


KITCHEN ETC INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kitchen Etc., Inc.
        32 Industrial Drive
        Exeter, New Hampshire 03833

Bankruptcy Case No.: 04-11701

Type of Business: The Debtor is a leading multi-channel retailer
                  of household cooking and dining products.
                  See http://www.kitchenetc.com/

Chapter 11 Petition Date: June 8, 2004

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: Bradford J. Sandler, Esq.
                  Adelman Lavine Gold and Levin, PC
                  1100 North Market Street, Suite 1100
                  Wilmington, DE 19801
                  Tel: 302-654-8200
                  Fax: 215-568-7515

Total Assets: $32,276,000

Total Debts:  $33,268,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
American Express              Overhead                  $447,325
P.O. Box 360001
Fort Lauderdale, FLA
3336-0001

Conair                        Trade Merchandise         $226,580

All-Clad                      Trade Merchandise         $145,845

Pfaltzgraff                   Trade Merchandise         $189,805

Le Crueset                    Trade Merchandise         $179,622

The Boston Interconnect       Overhead-Advertising      $161,521

Quebecor World                Overhead-Advertising      $148,831

Linon                         Trade Merchandise         $147,013

Boston Globe                  Overhead-Advertising      $147,013

Victor Company                Trade Merchandise         $135,933

OXO/World Kitchen             Trade Merchandise         $135,191

Hanover Mall Assoc./GGA & b   Landlord                  $114,983
Assoc.

Anthem Blue Cross/Blue        Overhead - medical        $107,560
Shield                        insurance

Portmerion                    Trade Merchandise          $98,529

Villeroy & Boch               Trade Merchandise          $94,114

RGIS Inventory Service        overhead - physical        $85,087
                              inventory
                              count service

Federal Realty Investment     Landlord                   $75,600
Trust

Mikasa                        Trade Merchandise          $74,850

Norltake                      Trade Merchandise          $74,111

Kitchen Aid                   Trade Merchandise          $74,106


KMART CORP: Florida Tax Collectors Ask For Adequate Protection
--------------------------------------------------------------
Brian T. Hanlon, Esq., at the Office of the Tax Collector, in
West Palm Beach, Florida, tells Judge Sonderby that the tax
collectors of 41 counties in the state of Florida need adequate
protection to ensure the continued funding of goods and services
currently provided to the Debtors at no cost.  The Kmart
Corporation Debtors sought and obtained an expeditious plan
confirmation and during the entire time, taxing authorities
throughout Florida continued to provide goods and services,
notwithstanding that the Debtors paid none of their share of taxes
for tax year 2002.  The Debtors' due amounts are:

                      Tax      Accrued Interest   Monthly Accrual
Stores Closed in     Amount    Through May 2004     of Interest
----------------    --------   ----------------   ---------------
     2001           $241,443        $50,703            $3,622
     2003            459,282         96,449             6,889
     2004          2,652,662        557,059            39,790  

Mr. Hanlon notes that, although reporting profits, the Debtors
are losing about 13% of "same-store sales" at all currently
operating stores as reported in the May 6 and 18, 2004 editions
of the Palm Beach Post.  The Florida Tax Collectors are concerned
that this trend, along with the accrual of interest, will result
in the Debtors' inability to pay their "unimpaired" tax
obligations in accordance with the Plan.  Mr. Hanlon points out
that Debtors are engaged in a protracted, complex procedural
strategy filing hundreds of claim objections, requiring numerous
hearings and Court time, with no appreciable result in resolution
of the issues.  There is only one indubitable equivalent to
taxpayers -- and that is cash.  Local goods and services are not
paid with replacement liens or any other type of adequate
protection.
  
As adequate protection, the Florida Tax Collectors ask the Court
to direct the Debtors to:

   (a) conduct an accounting of the proceeds of sale of all
       tangible personal property from all 41 stores in Florida
       that were closed by Kmart;

   (b) conduct an accounting of the remaining tangible personal
       property from the 41 Closed Stores not sold, but otherwise
       returned to the lessors and other secured creditors, or
       otherwise retained by Kmart and transferred to any other
       Kmart locations;

   (c) provide a copy of all reports of the "segregated account"
       created by and referenced in the Court's Store Closing
       Procedures Orders;

   (d) account for and separate from existing "segregated
       account" all proceeds from the sale of tangible property
       from 41 Florida stores closed by Kmart;

   (e) set aside a separate account sufficient to pay all
       outstanding 2002 Florida property taxes, including taxes,
       interest and attorneys' fees;

   (f) pay all accrued interest and future monthly interest at
       $50,301 per month into the segregated account; and

   (g) provide funds for the payment of all attorneys' fees and
       costs accrued, and future attorneys' fees and costs
       incurred by the Florida Tax Collectors in collecting the
       2002 taxes. (Kmart Bankruptcy News, Issue No. 75;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


LIFESTREAM TECHNOLOGIES: FDA Clears New Diagnostic Technology
-------------------------------------------------------------
Lifestream Technologies, Inc. (OTCBB:LFTC), a leading developer
and marketer of consumer cholesterol monitors and professional
screening instruments, announced that it has received clearance
from the FDA to sell its innovative cholesterol monitor
incorporating the "Health Risk Assessment" to consumers. This
revolutionary technology enables consumers to not only track
cholesterol levels, but also calculate their personal risk of
heart attack, obesity, etc.

The newly patented technology allows the user to obtain a full
Health Risk Assessment after taking a three-minute total
cholesterol test and inputting eight additional risk factors
including: gender, age, height, weight, diabetic status,
smoker/non-smoker, systolic and diastolic blood pressure, and HDL
break-out from a recent lipid profile. The Health Risk Assessment
(HRA) shows the user's risk of a heart attack if no changes are
made to alter one's behavior or lifestyle. In addition, the
monitor also allows the user to evaluate different outcome models
by altering the inputs (i.e. smoker vs. non-smoker).

"Clearance by the FDA allows our innovative approach to home
testing to bring new meaning for individuals seeking to take
control of their heart health," said Christopher Maus, CEO of
Lifestream Technologies. "Assessing numerous components related to
heart health at one time takes home testing to a new level and
gives individuals clear and meaningful information to support
their efforts to change."

According to the former head of preventive cardiology at the
Cleveland Clinic Foundation, Dennis L. Sprecher, M.D., feedback
strategies have been particularly valuable in promoting compliance
with personal health maintenance practices, such as exercise and
diet, as well as careful daily use of medications.

"The Framingham Heart Study, National Institute of Health, NCEP,
as well as other organizations, are increasing their focus more on
total risk analysis, particularly regarding obesity, smoking,
elevated cholesterol and blood pressure as an expression of heart
health. We see our new technology well positioned to support the
government's public health initiatives to get people to take
control of their health," stated Jackson B. Connolly, vice
president product development at Lifestream Technologies.

"The availability of this type of risk factor calculation brings
home the impact of cholesterol on the overall risk of developing
heart disease and gives patients the tools they need to see the
impact of various lifestyle issues on the likelihood of developing
heart problems. It also makes the activity of measuring
cholesterol more relevant and meaningful," said Dr. Boyd Lyles,
director of the Heart Health and Wellness Center in Dallas, TX.

Clearance by the FDA of the Lifestream "Health Risk Assessment"
monitor is the result of a one-year evaluation of the scientific
evidence supporting the safe and effective use of this monitor.

The monitor will be available to consumers in late June 2004 via
http://www.knowitforlife.com/or 1-888-954-LIFE (5433) and will be  
available through other distribution channels later this year. To
request a product demonstration video feed, email
gerriv@lifestreamtech.com.

                About Lifestream Technologies

Lifestream Technologies, Inc., a Nevada corporation headquartered
in Post Falls, Idaho, is a marketer of a proprietary total
cholesterol measuring device for at-home use by health conscious
consumers and at-risk medical patients.

The company's Dec. 31, 2003, balance sheet reports a net capital
deficit of $1,121,655.

For Company information, visit http://www.lifestreamtech.com/


MANDALAY RESORT: MGM Mirage Extends Acquisition Offer to June 11
----------------------------------------------------------------
MGM MIRAGE (NYSE: MGG) announced that it has extended the
expiration of its $68 per share offer to acquire Mandalay Resort
Group (NYSE: MBG) to 5:00 p.m. PDT, Friday, June 11, 2004.

MGM MIRAGE (NYSE: MGG), one of the world's leading and most
respected hotel and gaming companies, owns and operates 12 casino
resorts located in Nevada, Mississippi, Michigan and Australia,
and has investments in two other casino resorts in Nevada and New
Jersey.  The company is headquartered in Las Vegas, Nevada, and
offers an unmatched collection of casino resorts with a limitless
range of choices for guests.  Guest satisfaction is paramount, and
the company has approximately 40,000 employees committed to that
result.  Its portfolio of brands include AAA Five Diamond award-
winner Bellagio, MGM Grand Las Vegas - The City of Entertainment,
The Mirage, Treasure Island ("TI"), New York-New York, Boardwalk
Hotel and Casino and 50 percent of Monte Carlo, all located on the
Las Vegas Strip; Whiskey Pete's, Buffalo Bill's, Primm Valley
Resort and two championship golf courses at the California/Nevada
state line; the exclusive Shadow Creek golf course in North Las
Vegas; Beau Rivage on the Mississippi Gulf Coast; and MGM Grand
Detroit Casino in Detroit, Michigan.  The Company is a 50-percent
owner of Borgata, a destination casino resort at Renaissance
Pointe in Atlantic City, New Jersey.  Internationally, MGM MIRAGE
also owns a 25 percent interest in Triangle Casino, a local casino
in Bristol, United Kingdom.  The Company has entered an agreement
to sell MGM Grand Australia in Darwin, Australia, pending
finalization.  For more information about MGM MIRAGE, please visit
the company's website at http://www.mgmmirage.com/

                         *   *   *

As reported in the Troubled Company Reporter's June 9, 2004
edition, 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.  


MARINE BIOPRODUCTS: Alberta Commission Issues Cease Trade Orders
----------------------------------------------------------------
The Alberta Securities Commission issued Interim Cease Trade
Orders effective for 15 days against Marine Bioproducts
International Corporation.
    
The Interim Cease Trade Orders were issued as a result of failure
to file certain required financial information. A hearing has been
set for June 18, 2004 at 9:30 a.m. in the Alberta Securities
Commission hearing room on the 4th Floor, 300 - 5th Avenue,
Calgary, Alberta.

The Alberta Securities Commission is the industry funded
regulatory agency responsible for administering the Alberta
Securities Act. Its mission is to foster a fair and efficient
capital market in Alberta and, together with the other members of
the Canadian Securities Administrators, develop and operate the
Canadian Securities Regulatory System.

Marine BioProducts International Corporation is an internationally
recognized manufacturing and distribution company providing the
life sciences, pharmaceutical, food and beverage, and other
industrial sectors with high performance, consistent quality
dehydrated culture media and agar products.

At September 30, 2003, Marine Bioproducts International
Corporation's balance sheet shows a total shareholders' deficit of
$1,230,115 compared to a deficit of $682,757 at December 31, 2002.


MILLENIUM ASSISTED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Millenium Assisted Living Residence at Freehold, LLC
        dba The Brookside
        93 Manalapan Avenue
        Freehold, New Jersey 07728

Bankruptcy Case No.: 04-29097

Chapter 11 Petition Date: June 7, 2004

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsels: Larry Lesnik, Esq.
                   Sheryll S. Tahiri, Esq.
                   Ravin Greenberg PC
                   101 Eisenhower Parkway
                   Roseland, NJ 07068-1028
                   Tel: 973-226-1500

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
J.J. DeLuca                                $1,742,679
760 Sproul Road, Suite 300
Springfield, PA 19064

Most Horowitz & Co.                          $125,000

Manasquan River Regional Sewerage            $100,674

Shapiro's Bakery                              $39,776

Star K                                        $24,570

Edward Don & Company                          $22,486

Kraemer, Burns, Mytelka, Lovell & Kulka       $21,823

Golden Flow                                   $17,504

Fox Rothschild                                $14,974

NJ Natural Gas                                $14,418

Botnick Bros. Produce                         $14,234

Aetna U.S. Health Care                        $13,838

S. Bertram, Inc.                              $13,021

MS Consultants, LLC                           $13,000

Domanth                                       $12,714

Cananwill, Inc.                               $11,353

Abbott Laboratories, Inc.                     $11,239

JCP&L                                         $10,342

Oberlander's                                   $9,828

Naniko                                         $9,736


MIRANT AMERICAS: Modesto Irrigation Press for Lease Decision
------------------------------------------------------------
Modesto Irrigation District and Mirant Americas Energy Marketing,
LP, entered into a Western Systems Power Pool Energy Transaction
Agreement on August 9, 2001.

Merle C. Meyers, Esq., at Goldberg, Stinnett, Meyers & Davis, PC,
in San Francisco, California, relates that pursuant to the WSPP
Agreement, MAEM agreed to sell to Modesto 25 MW of firm energy
per hour at $52.10 per MWH, for the third quarter of the calendar
year starting in 2003 and continuing through and including 2010,
confirmed through a letter of agreement dated August 9, 2001

Modesto asks the Court to compel MAEM to immediately assume or
reject the WSPP Agreement, or direct MAEM to perform its
obligation under the Letter of Agreement on an interim basis for
the 2004 Delivery Period, without prejudice as to later assumption
or rejection.

On November 13, 2003, the Court allowed the Debtors and Modesto
to net postpetition amounts owing under the WSPP Agreement in the
ordinary course of business, and retroactively approving offsets
of postpetition power purchases and sales in July 2003, resulting
in a $513,600 net payment from Modesto to MAEM for power
purchased from MAEM during that period.

With the 2004 third quarter delivery period under the Letter of
Agreement rapidly approaching, Modesto must be able to determine
prior to July 1, 2004, with certainty and reliability, whether
MAEM will supply power to Modesto as called for by the terms of
the Letter of Agreement.  Accordingly, on May 19, 2004, Modesto
contacted MAEM to determine whether MAEM will perform under the
Letter of Agreement during the 2004 Delivery Period.  However,
Modesto could not locate a current MAEM employee to discuss the
Letter of Agreement with, and received no indication from MAEM
that it will perform under the Letter of Agreement during the
2004 Delivery Period.

In addition, on May 13, 2004, Modesto attempted to enter into a
Stipulation with the Debtors relating to the assumption or
rejection of the WSPP Agreement.  No response was received from
the Debtors.

Ms. Meyers states that if MAEM is either unwilling or unable to
perform its obligations under the Letter of Agreement for the
2004 Delivery Period, Modesto must know immediately to make
arrangements to obtain delivery from an alternative supplier.  If
MAEM will provide the power it is obligated under the Letter of
Agreement, Modesto must know that as well so as not to duplicate
its power purchases by covering for its loss of power suppliers
from other sources.

Ms. Meyers points out that the market for short-term power is
highly volatile, and prices are subject to substantial and
repeated adjustments due to factors involving current supply,
demand, time of year and weather conditions.  An immediate
determination of the assumption or rejection of the Letter of
Agreement, or at least an interim performance, is critical to
Modesto's ability to take appropriate action to obtain the long-
term cover and to mitigate its prospective losses.
  
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: Turns to KPMG for Financial & Restructuring Advice
---------------------------------------------------------------
MJ Research, Incorporated asks permission from the U.S. Bankruptcy
Court for the District of Nevada to employ KPMG LLP as its
financial and restructuring advisors.

The Debtor expects KPMG to:

      i) assist in the preparation of financial information for
         distribution to creditors and other parties-in-
         interest, including, but not limited to, analyses of
         cash receipts and disbursements, financial statement
         items and proposed transactions for which Bankruptcy
         Court approval is sought;

     ii) assist the analysis, tracking and reporting regarding
         cash collateral and any debtor-in-possession financing
         arrangements and budgets;

    iii) formulate and evaluate potential employee retention and
         severance plans;

     iv) provide analysis of assumption and rejection issues
         regarding executory contracts and leases;

      v) provide analysis and critique of the Debtor's financial
         projections and assumptions;

     vi) assist in evaluating reorganization strategy and
         alternatives available to the Debtor;

    vii) advice and assist the Debtor in negotiations and
         meetings with bank lenders, creditors and any official
         or informal committees;

   viii) prepare enterprise, asset and liquidation valuations;

     ix) assist with respect to identifying, evaluating and
         implementing asset redeployment and/or divesture
         opportunities;

      x) assist with the preparation of a confidential
         information memorandum and various related materials
         aimed at facilitating the due-diligence efforts of
         potential acquirers of the Debtor and/or its assets;
   
     xi) assist with the formulation and execution of sale
         procedures in connection with an asset sale pursuant to
         Section 363 of the Bankruptcy Code;

    xii) assist in the preparation and review of reports or
         filings as required by the Bankruptcy Court or the
         Office of the United States Trustee, including but not
         limited to schedules of assets and liabilities,
         statement of financial affairs, mailing matrix and
         monthly operating reports;

   xiii) assist with implementation of bankruptcy accounting
         procedures as required by the Bankruptcy Code and
         generally accepted accounting principles, including,
         but not limited to, Statement of Position 90-7;

    xiv) assist with claims resolution procedures, including,
         but not limited to, analyses of creditors' claims by
         type and entity and maintenance of a claims database;

     xv) advice and assist to the Company regarding Internal
         Revenue Code Section 382 ownership change issues,
         cancellation of indebtedness issues, utilization of net
         operating losses and the tax implications of asset
         dispositions or other similar transactions;

    xvi) assist in preparing documents necessary for
         confirmation, including, but not limited to, financial
         and other information contained in the plan of
         reorganization and disclosure statement;

   xvii) advice and assist on the tax consequences of proposed
         plans of reorganization, including, but not limited to,
         assistance in the preparation of Internal Revenue
         Service ruling requests regarding the future tax
         consequences of alternative reorganization structures;

  xviii) provide litigation consulting services and expert
         witness testimony regarding avoidance actions or other
         matters arising in the Chapter 11 case; and

    xix) other assistance as the Debtor and KPMG will mutually
         agree.

The Debtor has selected KPMG as its financial and restructuring
advisor because of the firm's extensive experience and knowledge
in the fields of financial restructuring and bankruptcy.

Jeffrey R. Truitt assures the court that his firm is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy 27 Code, as modified by section 1107(b) of the
Bankruptcy Code.

KPMG's current hourly rates for Financial Advisory services are:

         Designation        Billing Rate
         -----------        ------------
         Partners           $590 - $650 per hour
         Directors          $480 - $570 per hour
         Managers           $390 - $450 per hour
         Senior Associates  $300 - $360 per hour
         Associates         $190 - $270 per hour
         Paraprofessionals  $140 per hour

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.


NATL CENTURY: Tri-Yar Asks Court to Go On with Lincoln Clinic Sale
------------------------------------------------------------------
Tri-Yar Capital, L.L.C., asks the Court to compel Debtor Memorial
Drive Office Complex, LLC, to proceed with the sale of the
Lincoln Medical Clinic, in Los Angeles, California, to the next
highest bidder, as required by the Bid Procedures Order.

To recall, the Court approved the Competitive Bidding Procedures
for the sale of the Lincoln Clinic on February 24, 2004.  An
auction was conducted on April 15, 2004 for the sale of the
Lincoln Clinic.  At the Auction, these bids were submitted:

   Bidder                               Bid Amount
   ------                               ----------
   Liberty National Enterprises         $4,700,000
   Mr. Aprahamian                        4,525,000
   Bruce Yasmeh                          4,350,000
   Tri-Yar                               2,601,000

Larry J. McClatchey, Esq., at Kegler, Brown, Hill & Ritter, in
Columbus, Ohio, maintains that Tri-Yar was a Qualified Bidder
under the Bid Procedures Order and timely submitted the requisite
$25,000 deposit and other information in order to participate in
the Auction.

On April 19, 2004, the Court confirmed the sale of the Lincoln
Clinic to Liberty National for $4.7 million under the terms and
conditions of an Asset Purchase Agreement between the parties.  
Under the Liberty APA, the closing was to occur within 3 days
after the Sale Order became final and non-appealable.

However, prior to the closing of the sale, the Debtors and the
Official Committee of Unsecured Creditors asked the Court to
reopen the record as to the sale of the Lincoln Clinic and permit
testimony regarding the status of Liberty National as a good
faith purchaser under Section 363(m) of the Bankruptcy Code and
collusive bidding issues under Section 363(n) of the Bankruptcy
Code.  Consequently, the Court vacated the Lincoln Hospital Sale
Order and declared the sale to Liberty National null and void.

Mr. McClatchey reminds the Court that the Bid Procedures Order
provides that if the initial Successful Bidder is unable to close
the sale, the Qualified Bidder who submitted the second highest
competing bid at the Auction Sale will be the Successful Bidder
and will be obligated to close its proposed purchase of the
Lincoln Clinic.

Upon information and belief, Liberty National will not close the
sale of the Medical Clinic because of potential environmental
issues.  Liberty National should not be allowed to now cry foul
for failing to conduct adequate due diligence prior to executing
the Liberty APA.  Because Liberty National has failed to timely
close the Medical Clinic sale, its Bidder Deposit is now MDOC's
property and MDOC can now close the sale with the Qualified
Bidder that submitted the second highest competing bid.

Mr. McClatchey tells the Court that the stalled sale is imposing
an onerous delay on Tri-Yar, which is ready, willing and able to
timely consummate a sale of the Lincoln Clinic if afforded the
opportunity to purchase the property.  Instead, Tri-Yar remains
liable under the Bid Procedures Order on its commitment to
purchase the Medical Clinic since MDOC is not moving forward in
closing a sale with the next highest bidder.  Thus, Mr. McClatchy
emphasizes, MDOC should proceed expeditiously with closing the
Medical Clinic sale to the next Successful Bidder under the Bid
Procedures Order.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL SCHOOL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: National School Fitness Foundation
        915 South 500 East, Suite 110
        American Fork, Utah 84003

Bankruptcy Case No.: 04-28808

Type of Business: The Debtor provides qualifying elementary and
                  secondary schools around the country with a
                  comprehensive fitness program.
                  See http://www.nsffdb.com/

Chapter 11 Petition Date: June 1, 2004

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Jason S. Crandall, Esq.
                  Sumsion & Crandall
                  3651 North 100 East, Suite 300
                  Provo, UT 84604
                  Tel: 801-426-6888

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Iomedics                      Contract                $3,367,319
2975 South West Temple
Salt Lake City, UT 84115

Alpine School District        Contract                  $340,127
575 North 100 East
American Folk, UT 84003

Gramite School District       Contract                  $303,317
340 East 3545 South
Salt Lake City, UT 84115

Sandy Creek Central School    Contract                  $256,381
Attn: Lori L. Krebs
P.O. Box 248
Sandy Creek, NY 13145

School Dist. Of Palm Beach    Contract                  $248,666

Cobb County School District   Contract                  $208,031

Corpus Christi Ind. School    Contract                  $192,484
Dist.

Birdville Ind. School Dist.   Contract                  $189,246

Tyler Independent School      Contract                  $182,607
District

Marion County Public Schools  Contract                  $134,687

Claremont Unified School      Contract                  $127,776
District

Cincinnati City School Dist.  Contract                  $127,019

Vandalia-Butler City Schools  Contract                  $116,014

Brookeland Ind. School Dist.  Contract                  $109,451

Lebanon City Schools          Contract                  $108,754

Minneapolis School District   Contract                  $101,841

Cypress Fairbanks Ind.        Contract                   $84,574
School Dist.

Denton Ind. School District   Contract                   $76,970

Barnum Ind. School Div. #91   Contract                   $76,865

Yellow Medicine Fast Dist.    Contract                   $59,036
#2190


NEXTWAVE: Wants Court Nod to Auction Six Licenses on July 8
-----------------------------------------------------------
NextWave Telecom Inc. has asked the bankruptcy court overseeing
its reorganization for permission to auction the company's FCC
license rights to six 10 MHz personal communications services
licenses in the following markets: New York (NY) (C-3 block);
Denver (CO), Portland (OR), Sarasota (FL), Tampa (FL), and Tulsa
(OK).

Subject to bankruptcy court approval, the auction is scheduled to
take place on July 8, 2004. If necessary, a hearing on the
Company's request will be held on June 16th before the bankruptcy
court in White Plains, New York, at 10 AM.

"The six licenses we intend to auction are valuable properties,
but they're not essential to our strategic plans," said Allen
Salmasi, NextWave's Chairman and CEO. "Our recently approved
global resolution agreement with the FCC specifically contemplates
that a few licenses, including four of the licenses being
auctioned, would be sold by the end of this year. The auction
advances that goal, and lays the groundwork to file a plan of
reorganization in July that will describe the operational plan for
our remaining spectrum assets."

Following the auction, NextWave's 65 million POP wireless
footprint will be the sixth largest in the U.S. Concentrated
primarily in the northeast, the footprint will include six of the
top ten markets in the country: New York, Boston, Philadelphia,
Washington-Baltimore, Detroit, and Los Angeles.

"The super-regional footprint we're retaining presents an
attractive opportunity to deploy a next-generation broadband
wireless network that can provide high speed data and Voice-over-
IP services to a broad range of consumer and enterprise
customers," said Mr. Salmasi. "The results and valuable experience
gained from the broadband wireless trials we've been conducting in
Henderson, Nevada, confirm the growing industry consensus that
broadband wireless is ready to provide fixed and mobility markets
with a solid value proposition."

NextWave's plan of reorganization will detail the company's
decisions regarding various operational opportunities currently
under consideration, including building out the Company's markets
and entering into joint ventures and similar collaborative
deployments with other carriers and strategic partners.

"We intend to move our plan forward expeditiously," said Mr.
Salmasi. "We will be providing for other financing in support of
the plan, since the closing of any sale resulting from the auction
is likely to be delayed beyond confirmation, and in case a sale
does not close. NextWave's plan is intended to pay all of its
remaining creditors in full, mostly utilizing our existing cash
reserve of over $450 million, and will allow the company to
reorganize before year-end with a very strong balance sheet."

                       About NextWave

NextWave Telecom Inc. was formed in 1995 to provide broadband
wireless and other mobile communications services to consumer and
business markets. For more information about NextWave, visit our
Web site at http://www.nextwavetel.com/


NORTHSTAR 1997-1: Fitch Maintains Classes A-2 & B's Junk Ratings
----------------------------------------------------------------
Fitch maintains the ratings of the class A-2 and B notes issued by
Northstar 1997-1 CBO, Ltd., which closed Jan. 21, 1997. Northstar
1997-1 CBO is a collateralized bond obligation supported by high
yield bonds.

     --$166,108,795 class A-2 6.32% step-up coupon notes 'CC';
     --$21,000,000 class B 6.425% step-up coupon notes 'C'.

Fitch reviewed the credit quality of the individual assets
comprising the portfolio, and discussed the transaction's
performance with ING Pilgrim Investment Inc., the asset manager.

According to the April 2, 2004 trustee report, the collateral
includes $57.81 million (43.5%) defaulted assets. The deal
currently contains another 77.18% assets rated 'CCC+' or below.
The class A-2 overcollateralization test is failing at 54.29% with
a trigger of 150.00% and the class B OC test is failing at 47.83%
with a trigger of 140%.


NORTHWESTERN INV: Fitch Affirms Junk Ratings on Class B Notes
-------------------------------------------------------------
Fitch Ratings affirms the rating of class A notes and maintains
the rating of class B notes issued by Northwestern Investment
Management Company CBO I Fund, Ltd., which closed Dec. 15, 1999.
Northwestern Investment Management Company CBO I Fund is a
collateralized bond obligation (CBO) supported by high yield
bonds.

     --$248,217,523 class A floating-rate senior notes 'AAA';
     --$15,000,000 class B-1 fixed-rate notes 'CC';
     --$11,000,000 class B-2 floating-rate notes 'CC'.

Fitch reviewed the credit quality of the individual assets
comprising the portfolio, and discussed the transaction's
performance with Mason Street Advisors, LLC. (formerly
Northwestern Investment Management Co.), the asset manager.

According to the April 26, 2004 trustee report, the collateral
includes $11.37 million (5%) defaulted assets. The deal currently
contains another 28.4% assets rated 'CCC+' or below. The class A
overcollateralization (OC) test is failing at 97.21% with a
trigger of 115.00% and the class B OC test is failing at 86.67%
with a trigger of 109.25%. The class A senior notes have an
insurance wrap provided by a surety provider rated 'AAA' by Fitch.


NORTHWEST TIMBERLAND: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Northwest Timberland Enterprises Inc.
        3311 West Northwest Highway
        Dallas, Texas 75220

Bankruptcy Case No.: 04-36426

Chapter 11 Petition Date: June 8, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  12900 Preston Road, Suite 1050
                  Dallas, TX 75230-1325
                  Tel: 972-239-9055
                  Fax: 972-239-9886

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


MESA GLOBAL: S&P Affirms BB Rating on Ser. 2002-3 Class B-2 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 17
classes from four series of certificates issued by MESA Trust and
three series of home loan-backed notes issued by MESA Global
Issuance Co.

Credit support for the affirmed ratings consists of net monthly
excess cash flow, overcollateralization, subordination, and, with
regard to the senior classes, monoline insurance policies from
Ambac Assurance Corp. ('AAA') for all MESA Trust and MESA Global
Issuance Co. series, except for MESA Global Issuance Co.'s series
2002-3, which is covered by MBIA Insurance Corp. These policies
guarantee timely payments of interest and ultimate payment of
principal to the notes.

For MESA Trust, the unpaid pool principal balances, as a
percentage of original pool balances range, from approximately 25%
(series 2001-1) to 45% (series 2001-5). For MESA Global Issuance
Co., the unpaid principal balances range from approximately 37%
(series 2001-4) to 74% (series 2003-1). Since only the senior
classes have received principal payments, the current credit
support percentages for the mezzanine and subordinate classes have
continued to grow. So far, this has offset the increasing
delinquency percentages.

The certificates and notes evidence interest in a trust fund
consisting primarily of a pool of one- to four-family, fixed- and
adjustable-rate, first- and second-lien mortgage loans, with terms
to maturity of not more than 30 years. Substantially all of the
mortgage loans have certain document and other deficiencies and/or
have delinquency histories that exceed the scope of the
originator's usual underlying guidelines. The mortgage loans are
known as scratch-and-dent, document deficient, reperforming loans.
   
                              Ratings Affirmed
                                 MESA Trust
                              Asset-backed certs
   
                          Series   Class     Rating
                          2001-1   A         AAA
                          2001-1   M         BBB
                          2001-1   B         BB
                          2001-2   A         AAA
                          2001-3   A         AAA
                          2001-3   M         BBB
                          2001-3   B         BB
                          2001-5   A, A-IO   AAA
                          2001-5   M-1       A
                          2001-5   M-2       BBB
   
                              Ratings Affirmed
                           MESA Global Issuance Co.
                            Home loan-backed notes
   
                              Series   Class     Rating
                          2001-4   A, A-IO   AAA
                          2001-4   M-1       AA-
                          2001-4   M-2       A
                          2001-4   B         BBB
                          2002-1   A, A-IO   AAA
                          2002-1   M-1       AA
                          2002-1   M-2       A
                          2002-1   B-1       BBB
                          2002-1   B-2       BB
                          2002-3   A, A-IO   AAA
                          2002-3   M-1       AA
                          2002-3   M-2       A
                          2002-3   B-1       BBB
                          2002-3   B-2       BB


MORTON'S RESTAURANT: S&P Cuts Corp. & Senior Debt Ratings to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Morton's Restaurant Group Inc.
to 'B-' from 'B'. The outlook is stable.

"The rating action is based on Morton's very aggressive financial
policy following its completion of a $40 million 14% senior
secured discount note offering by parent company Morton's Holding
Co. Inc.," explained Standard & Poor's credit analyst Robert
Lichtenstein. The notes were issued in a private placement
transaction and are structurally subordinated to the debt at the
operating company. Proceeds were used to pay a dividend to equity
holders. The new issue adds $40 million of incremental debt to an
already highly leveraged capital structure, with pro forma lease-
adjusted total debt to EBITDA approaching 7x.

The ratings on Morton's reflect the company's participation in the
highly competitive steakhouse segment of the restaurant industry,
its reliance on business-oriented customers, weak cash flow
protection measures, and a very highly leveraged capital
structure. New Hyde Park, New York-based Morton's has established
itself throughout its 25-year history as a premier steakhouse
restaurant known for its high-quality food, extensive beverage
selection, and excellent service. Still, Morton's competes with
many other fine-dining steakhouse chains, as well as with many
independent fine-dining restaurants.

Morton's relies on business-oriented customers using corporate
expense accounts for a significant amount of its revenue.
Moreover, a substantial portion of its guests are business
travelers. As a result, the company has been vulnerable to a weak
economy and a falloff in business travel. However, operating
performance started to show improvement in the second half of 2003
along with the economy. Same-store sales gained 13.1% in the first
quarter of 2004, following a 7.7% rise in the fourth quarter of
2003 and a 4.4% increase in the third quarter of 2003. Operating
margins were flat in 2003 at 15.5%, but improved in the first
quarter of 2004. Sales leverage attributed to better traffic and
menu price increases offset higher operating expenses, including
food, labor, and benefits.


OCTAGON INDUSTRIES: Alberta Commission Issues Cease Trade Orders
----------------------------------------------------------------
The Alberta Securities Commission issued Interim Cease Trade
Orders effective for 15 days against Octagon Industries Inc.

The Interim Cease Trade Orders were issued as a result of failure
to file certain required financial information. A hearing has been
set for June 18, 2004 at 9:30 a.m. in the Alberta Securities
Commission hearing room on the 4th Floor, 300 - 5th Avenue,
Calgary, Alberta.

The Alberta Securities Commission is the industry funded
regulatory agency responsible for administering the Alberta
Securities Act. Its mission is to foster a fair and efficient
capital market in Alberta and, together with the other members of
the Canadian Securities Administrators, develop and operate the
Canadian Securities Regulatory System.

At September 30, 2003, Octagon Industries Inc.'s balance sheet
shows a total shareholders' deficit of $520,125 compared to a
deficit of $435,369 at September 30, 2002.


OMNI FACILITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Omni Facility Services, Inc.
             1253 New Market Avenue
             South Plainfield, New Jersey 07080

Bankruptcy Case No.: 04-13972

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Remco Maintenance Corporation              04-13971
      Omni Landscaping, Inc.                     04-13973
      Omni Janitorial Services, Inc.             04-13974
      Spring Gardens, Inc.                       04-13975
      Best Building Services, Inc.               04-13976
      Jasam Enterprises, Inc.                    04-13977
      Maintech Corporation                       04-13978

Type of Business: The Debtor provides architectural, janitorial,
                  landscaping, and electrical services.
                  See http://www.omnifacility.com/

Chapter 11 Petition Date: June 9, 2004

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Frank A. Oswald, Esq.
                  Togut, Segal & Segal LLP
                  One Penn Plaza
                  New York, NY 10119
                  Tel: 212-594-5000

Total Assets: $80,334,886

Total Debts:  $100,285,820

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
1818 Omni L.P.                Subordinated Debt      $24,807,850
c/o Robert Gould
40 Water Street
Boston, MA 02109

Triumph Partners III, LP      Subordinated Debt       $6,514,051
c/o Carl Youngman
Washington & Congress Capital
30 Rowes Wharf, Ste. 480
Boston, MA 02110

Gemini Investors              Subordinated Debt       $2,528,655
c/o Jeffrey Newton
20 William Street, Ste. 250
Wellesley Hills, MA 02481

Gulf Insurance Company        Surety                  $2,500,000
c/o Jack Watson
One State Street Plaza
19th Fl.
New York, NY 10004

Regent Capital Partners, LP   Subordinated Debt       $2,023,531
c/o Richard Hochman
505 Park Avenue, Ste. 1700
New York, NY 10022

Aon Risk Services Inc. of NY  Trade Debt                $897,543
c/o Diedre Leahy, as agent/
broker for Zurich Insurance
55 East 52nd Street
New York, NY 10055

Port Authority of NY/NJ       Trade Debt                $796,000
c/o Aileen Fraser
JFK International Airport
Bldg. 14
Jamaica, NY 11430

Sanders Building Services     Trade Debt                $345,871
16000 East Warren Avenue
Detroit, MI 48224

Premier Growers               Trade Debt                $217,465

Metal Polishers               Trade Debt                $115,688

Supreme Janitorial/Mgmt. Co.  Trade Debt                $115,496

Deloitte & Touche             Trade Debt                $100,000

Sonnenschein, Nath &          Trade Debt                 $92,124
Rosenthal

City of Chicago               Tax                        $89,120

Advantage Distribution Co.    Trade Debt                 $88,413

Clayton H. Landis Co. Inc.    Trade Debt                 $86,243

Weeds Inc.                    Trade Debt                 $82,397

Triumph III Investors, LP     Subordinated Debt          $79,118

Hightower of Southfield       Trade Debt                 $78,461

WS Pharr & Company            Trade Debt                 $58,843


PACIFIC E-LINK: Alberta Commission Imposes Cease Trade
------------------------------------------------------
The Alberta Securities Commission issued Interim Cease Trade
Orders effective for 15 days against Pacific E-Link Corporation.

The Interim Cease Trade Orders were issued as a result of failure
to file certain required financial information. A hearing has been
set for June 18, 2004 at 9:30 a.m. in the Alberta Securities
Commission hearing room on the 4th Floor, 300 - 5th Avenue,
Calgary, Alberta.

The Alberta Securities Commission is the industry funded
regulatory agency responsible for administering the Alberta
Securities Act. Its mission is to foster a fair and efficient
capital market in Alberta and, together with the other members of
the Canadian Securities Administrators, develop and operate the
Canadian Securities Regulatory System.

At September 30, 2003, Pacific E-Link Corporation's balance sheet
shows a total shareholders' deficit of $1,188,861.


PACIFIC GAS: CPUC Approves General Rate Case Proceeding
-------------------------------------------------------
In a Form 8-K Report filed with the Securities and Exchange
Commission, Linda Y.H. Cheng, Pacific Gas and Electric Company
Corporate Secretary, discloses that on May 27, 2004, the
California Public Utilities Commission voted 5 to 0 to approve a
decision in PG&E's 2003 general rate case that determines the
amount of authorized base revenues PG&E can collect from
customers to recover its basic business and operational costs for
electricity and natural gas distribution operations and for
electricity generation operations for 2003 and succeeding years.
The decision approves the July 2003 and September 2003 settlement
agreements reached among PG&E and various consumer groups,
including the provision of an attrition adjustment in 2004, 2005
and 2006 based on changes in the Consumer Price Index, subject to
a minimum and maximum attrition adjustment amount in each year.
The decision is retroactive to January 1, 2003.

In accordance with the settlement agreements, PG&E's total 2003
revenue requirements are:

   * $2,500,000,000 for electric distribution operations,
     representing a $236,000,000 increase over the last
     authorized amount;

   * $927,000,000 for natural gas distribution operations,
     representing a $52,000,000 increase over the last authorized
     amount; and

   * $912,000,000 for electricity generation operations,
     representing a $38,000,000 increase over the last authorized
     amount.

                                          Revenue Requirements
                                                for year
Attrition Adjustments                     2004    2005    2006
---------------------                    ------  ------  ------
Minimum attrition adjustments for:
   Electricity and
   natural gas distribution               2.00%   2.25%   3.00%

   Electricity generation                 1.50%   1.50%   2.50%

Maximum attrition adjustments for:
   Electricity and                        3.00%   3.25%   4.00%
   natural gas distribution

   Electricity generation                 3.00%   3.00%   4.00%

In addition, if PG&E forecasts a second refueling outage at the
Diablo Canyon nuclear power plant in any one year, the generation
revenue requirement will be increased to reflect a fixed revenue
requirement of $32 million per refueling outage, adjusted for
changes in the CPI.  The aggregate attrition adjustment for 2004
is approximately $82 million -- excluding the $32 million
allowance for a second refueling outage in 2004 -- based on the
minimum attrition adjustments.

Ms. Cheng states that the $799,000,000 annual electric rate
reduction that went into effect on March 1, 2004, pursuant to the
rate design settlement reached in February 2004, already reflects
the revenue requirement changes resulting from the CPUC's final
GRC decision.  As previously disclosed, PG&E expects to record
regulatory assets and liabilities as of June 30, 2004, associated
with the revenue requirement increases -- including attrition --
recovery of unfounded taxes, depreciation and decommissioning.  
As a result, PG&E expects that there will be a positive net
impact of around $400,000,000 on PG&E's pre-tax earnings.

The decision provides for enhancements to PG&E's customer service
Quality Assurance Program by redefining some existing customer
service standards and adding new standards to improve customer
service.  It also formalizes PG&E's previously voluntary "Safety
Net" program, which helps customers prepare for, endure, and
recover from power outages caused by severe winter storms.
Additionally, PG&E will provide the CPUC quarterly reports
regarding these important customer service programs.

The decision becomes effective as of January 1, 2003, and provides
for yearly adjustments in revenues in 2004, 2005 and 2006 based
upon growth in the Consumer Price Index.  The decision also
directs PG&E to file its next GRC beginning with test year
2007.

The settlements that serve as the basis for the decision included
most of the actively involved participants in the proceeding - The
Utility Reform Network (TURN), the CPUC's Office of Ratepayer
Advocates (ORA), Aglet Consumer Alliance, the Modesto Irrigation
District, the Natural Resources Defense Council, and the
Agricultural Energy Consumers Association.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 78; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: A.T. Kearney Validates 2004-2006 Industrial Plan
----------------------------------------------------------------
Parmalat Finanziaria SpA in Extraordinary Administration,
communicates that A.T. Kearney, having completed its independent
evaluation of the 2004-2006 Industrial Plan drawn up by the
Parmalat management team, provided on 20 May a Comfort Letter
validating the same Plan.  In the Comfort Letter, A.T. Kearney
concludes that:

      "(i) the Plan has been developed according to a correct
           methodology framework . . .; [and]

      (ii) the contents of the Plan, including foreseen actions
           and targets, appear reasonable and sustainable."

According to A.T. Kearney's team of consultants, the Parmalat
Group, taking into account the envisaged steps to restructure and
re-launch the business, could deliver in 2006 potential net
revenues of approximately EUR3.8 billion and a potential EBITDA of
approximately EUR410 million.

On the basis of these conclusions and of additional assessment
criteria in part proposed by A.T. Kearney, including, for example,
a broadening of the perimeter of those activities to be considered
"Core" by the Group, Parmalat has finalized the financial an
profitability targets for the Industrial Plan as follows:

          Value in
     millions of Euros    2003 (historic)   2006 (prospective)
     -----------------    ---------------   ------------------
     Net revenues              3,772               3,943
     EBITDA                      252                 434
     Margin (%)                  6.7%               11.0%

[T]he Industrial Plan guidelines foresee, among other things,
strong central coordination by the parent company and the
identification of core activities considered to be strategic
consisting of drinks products (milk and fruit juices) and milk
and cheese products - focused on some 30 brands ("global" brands
or strong local brands) concentrated in high potential countries
where the demand for healthy lifestyle products is high, where
there is also a willingness to pay a premium price for Parmalat
brands and where advanced technology is available.

                Potential for Development in 2007

The full effect of the actions taken by the Group both in terms of
both central and local coordination, will be felt beyond the
lifetime of the Industrial Plan and will therefore reach full
potential in the 2007 financial year, with an expected net
turnover of the order of EUR4 billion and EBITDA of approximately
EUR490 million, a ratio of 12% of revenues.

                  A.T. Kearney's Comfort Letter

     Milan, May 20th 2004

     Attn. Enrico Bondi
     Commissario Straordinario Parmalat
     Parmalat S.p.A. in Amministrazione Straordinaria
     Via O. Grassi, 22/26
     43044 Collecchio (PR)

     Subject: "Comfort Letter" regarding the reasonableness,
               sustainability and correctness of the
               methodological formulation and of the contents of
               the Business Plan developed by the Parmalat Group.

     Dear Sirs,

     This letter is within the framework of the engagement
     conferred to A.T. Kearney in its role of business advisor
     ("Industrial Advisor"), as per your Request for Proposal
     dated 10 March 2004, pertaining the analysis and independent
     verification of the Business Plan described in the
     documents: "Executive Summary - Bozza 23 Marzo 2004 - Piano
     Industriale Gruppo Parmalat 2004-2006: Programmi e
     Strategie" and in the attached P&Ls ("Plan") of the Parmalat
     Group ("Parmalat").

     In reply to the above letter, A.T. Kearney has accepted the
     proposed engagement, describing the objectives and the scope
     of its work in the Engagement Letter ("Proposal") sent to
     Parmalat dated 23 March 2004.

     We believe it is appropriate to state in advance that during
     its analysis, assessment and consulting activities, as well
     as in performing its services, A.T. Kearney has made
     reference to the information received and to publicly
     available information.  A.T. Kearney has not verified
     independently the information received from or on behalf of
     Parmalat.

     In performing their engagement, A.T. Kearney has considered
     authorized and relevant all instructions received from
     persons indicated by Parmalat, or from individuals delegated
     by these persons.

     Furthermore in executing this engagement, A.T. Kearney has
     used solely its internal expertise, indicating to Parmalat,
     where deemed necessary, the opportunity for a deeper
     examination of some aspects (legal, fiscal, technical-
     operational, etc.) not pertaining to their own specific
     mission.  On their side, Parmalat had assured that it has
     made available to A.T. Kearney all information that Parmalat
     might reasonably consider to be useful, and that said
     information to date appears consistent with the real
     situation at Parmalat.

     In performing its Industrial Advisor role, A.T. Kearney, has
     supported Parmalat by performing with a high ethical and
     professional standard the activities required to complete
     its own engagement and to review and validate the content of
     the Plan.  Within this framework, A.T. Kearney has also
     reviewed the Plan's guidelines and key success factors, in
     accordance with the methodology described in its Proposal
     and leveraging its specific international expertise within
     this business sector.

     This "Comfort Letter" is issued on the basis of the
     conclusions described in the document Analysis and
     Validation of the Parmalat Group Business Plan - Final
     Report [dated] May 3rd, 2004 ("Final Report") delivered to
     Parmalat by A.T. Kearney.

     Based on the analysis of the documentation and information
     received in support of the hypotheses and inputs used to
     develop the Plan, on the interviews to Parmalat Management,
     and with reference to the conclusions and improvements
     described in the Final Report, A.T. Kearney has reviewed and
     validated (i) that the Plan has been developed according to
     a correct methodology framework, and utilizes properly the
     abovementioned elements; (ii) that the contents of the Plan,
     including foreseen actions and targets, appear reasonable
     and sustainable.

     A.T. Kearney has reviewed and validated the Plan, also
     taking into consideration as reasonably foreseeable
     Parmalat's economic outlook, current market situation and
     sector dynamics.

     In order to clarify the nature of the assignment granted to
     A.T. Kearney, and of the relevant limitations, it is
     important to clarify that this "Comfort Letter" does not
     guarantee either directly or indirectly to Parmalat that
     this Plan will succeed.

     Without prejudice whatsoever to the provisions included in
     the Proposal, in the Final Report and in all the documents
     exchanged between Parmalat and A.T. Kearney, A.T. Kearney
     will not be liable for any appraisal, opinion or
     recommendation made in good faith based on information known
     and/or given by Parmalat without the need of any further
     verification by A.T. Kearney, except in the event of gross
     negligence or willful misconduct.

     Copy of this "Comfort Letter" could be made available to
     Parmalat's creditors in accordance with the rules that will
     be agreed between Parmalat and A.T. Kearney.  We remain at
     your disposal for any further clarification.  

                                Kind regards


                                Roberto Crapelli
                                Amministratore Delegato
                                A.T. Kearney - Mediterranean Unit

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PARMALAT GROUP: U.S. Debtors Tap AP Services As Crisis Managers
---------------------------------------------------------------
At the outset of their Chapter 11 cases, the Parmalat U.S. Debtors
believed that a sale of substantially all of their assets was
required to preserve the value of their estates for the benefit
of their creditors and other parties-in-interest.  While several
entities have expressed interest in and made offers for certain
of the Debtors' assets, the Debtors have recently determined, in
consultation with their attorneys, financial advisors and their
postpetition lenders, that a reorganization of their businesses
as a going concern, including the extension of the DIP financing
agreement to accommodate this initiative, can provide greater
benefits to creditors and other parties-in-interest.  
Accordingly, the Debtors decided to pursue a reorganization plan
and negotiate with their postpetition lenders for additional DIP
financing.

To effectuate the reorganization of their businesses as a going
concern, the U.S. Debtors seek to employ AP Services, LLC, an
affiliate of AlixPartners, LLC, as crisis managers.  AP Services
specializes in, among other things, supplying senior executives
on an interim basis to financially troubled companies.

                     Services to be Provided

Pursuant to the terms of the parties' employment agreement, AP
Services will provide James A. Mesterharm to serve as the U.S.
Debtors' Chief Restructuring Officer full time.  Mr. Mesterharm
will report to the Debtors' Board of Directors and collaborate
with the Debtors' senior management team and other company
professionals in evaluating and implementing strategic and
tactical options through the restructuring process.

AP Services will also provide certain temporary staff to assist
the Debtors in their restructuring efforts.  The Temporary
Staff will:

    (1) assist in negotiations with stakeholders and their
        representatives;

    (2) assist in negotiations with potential acquirers of the
        Debtors' assets;

    (3) assist in managing the "working group" professionals who
        are assisting the Debtors in the reorganization process
        or who are working for their various stakeholders to
        improve coordination of their effort and individual work
        product to be consistent with their overall restructuring
        goals;

    (4) work with the Debtors to further identify and implement
        both short-term as well as long-term liquidity generating
        initiatives;

    (5) assist in developing and implementing cash management
        strategies, tactics and processes;

    (6) work with the Debtors' treasury department and other
        professionals, and coordinate the activities of the
        representatives of other constituencies in the cash
        management process;

    (7) assist management with the development of the Debtors'
        revised business plan, and other related forecasts as may
        be required by the bank lenders in connection with
        negotiations or by the Debtors for other corporate
        purposes;

    (8) assist in communication or negotiation with outside
        constituents, including the banks and their advisors;

    (9) assist with other matters as may be requested that fall
        within the firm's expertise and that are mutually
        agreeable;

   (10) provide assistance in areas like testimony before the
        Bankruptcy Court on matters that are within the firm's
        areas of expertise;

   (11) assist with financing issues during the bankruptcy
        proceeding and in conjunction with a plan of
        reorganization, or which arise from the Debtors'
        financing sources outside of the United States;

   (12) assist in preparing the Debtors' reorganization plan or
        other appropriate case resolution, if necessary;

   (13) manage the claim and claim reconciliation processes; and

   (14) investigate potential claims against other Parmalat
        affiliates.

                        Terms of Retention

According to the terms of the U.S. Debtors' agreement with
AlixPartners, the Debtors agreed to pay AlixPartners at these
hourly rates:

             Principals                   $540 - 690
             Senior Associates             430 - 520
             Associates                    300 - 400
             Accountants & Consultants     225 - 280
             Analysts                      150 - 190

The Debtors will compensate AP Services in accordance with
AlixPartners' rates.  The Debtors will also continue to reimburse
AP Services for all of its reasonable out-of-pocket expenses.

Mr. Mesterharm will be paid $590 an hour.  The Debtors will also
provide Mr. Mesterharm with D&O insurance coverage.  Mr.
Mesterharm will be entitled to the benefit of the most favorable
indemnities provided by the Debtors to their officers and
directors, whether under the by-laws, certificates of
incorporation, by contract or otherwise.

The Additional Temporary Employees and their hourly rates are:

   Name                Description    Hourly Rate   Commitment
   ----                -----------    -----------   ----------
   Peter Fitzsimmons   Restructuring     $630        As Needed
                       Director

   John Dischner       Cash &             450        Full time
                       Restructuring
                       Manager

   Carter Pennington   Cash &             465        Full time
                       Restructuring
                       Support

   Chris Blacker       Due Diligence      390        Full time
                       Manager &
                       Restructuring
                       Support

The Debtors have paid a $300,000 retainer to AlixPartners.  AP
Services will hold the retainer for application in accordance
with the AlixPartners Agreement.  Any unearned portion of the
retainer will be returned to the Debtors on the termination of
the engagement.

Aside from the hourly fees and expense reimbursement, AP Services
will be paid a contingent success fee.  The Contingent Success
Fee will be calculated and paid based on the development and
implementation of a plan to maximize the recovery of value
received by the various stakeholders of the U.S. Debtors.

                         Qualifications

Anthony Mayzun, Assistant Treasurer for Parmalat USA Corporation,
relates that AP Services and its affiliate, AlixPartners, have a
wealth of experience in providing crisis management services to
financially troubled organizations.  For more than 20 years,
AlixPartners and its predecessor entities have provided interim
management and advisory services to companies experiencing
financial difficulties.  AP Services has provided, or is
currently providing, restructuring services in a number of large
cases, including In re Mirant Corporation, Case No. 03-46590
(DML) (Bankr. N.D. Tx. 2003); In re Fleming Companies, Inc., Case
No. 03-10945 (MFW) (Bankr. D. Del. 2003); In re Kmart
Corporation, et al., Case No. 02-02474 (Bankr. N.D. Ill. 2002);
In re LJM2 Co-Investment, L.P., Case No. 02-38335 (SAF) (Bankr.
N.D. Tx. 2002); and In re WorldCom, et al., Case No. 02-13533
(AJG) (Bankr. S.D.N.Y. 2002).

Mr. Mesterharm, a principal with AlixPartners, specializes in
developing financial and operating strategies for troubled
companies and those companies emerging from Chapter 11.  Since
January 19, 2004, Mr. Mesterharm has been providing financial
advisory services to the U.S. Debtors.  Therefore, Mr. Mesterharm
is extremely familiar with the Debtors' business.

Mr. Mesterharm also has significant expertise in cash management,
capital structure refinancing, valuation, financial cash flow
modeling, market analysis, benchmarking, and business plan
development for acquisition and restructuring purposes.  
Recently, Mr. Mesterharm served as restructuring advisor at
Safety-Kleen, a $1,600,000,000 industrial waste management
company.  In addition, as director of restructuring for Zenith
Electronics Corporation, Mr. Mesterharm successfully led the
development and implementation of a pre-packaged Chapter 11
restructuring for Zenith, which took the company private.  Mr.
Mesterharm also served as Chief Financial Officer of Cotton
Ginny, a Canadian women's apparel retail chain, and successfully
completed a restructuring of the company's capital structure and
assisted with the divestiture of an under-performing division.  
Mr. Mesterharm is a Certified Public Accountant and a member of
the Turnaround Management Association.

             AlixPartners Exits as Financial Advisors

With AP Services' employment, AlixPartners will relinquish its
role as the U.S. Debtors' financial advisors.

Mr. Mayzun assures Judge Drain that the conversion of
AlixPartners' employment from financial advisors to AP Services'
retention as crisis managers is best for the Debtors and their
estates.  The Debtors believe that the best course of action is
to develop a reorganization plan.  Consequently, the Debtors need
senior management with the authority and experience to run their
business efficiently during Chapter 11 and the plan process.

"The employment of [AP Services] as crisis managers, and
specifically the appointment of James A. Mesterharm as CRO, will
provide the Debtors with the management and advisory services
necessary to make operational improvements to achieve the long-
term financial and operational stability the business requires to
succeed," Mr. Mayzun says.

                        Interim Approval

At the Debtors' behest, the Court authorizes the Debtors to
employ AP Services as crisis managers on an interim basis.

Judge Drain will convene a hearing to consider AP Services'
employment on a permanent basis, except with respect to the
Contingent Success Fee, on June 24, 2004, at 10:00 a.m. (New York
Time).  Any objections to the employment on a permanent basis,
expect with respect to the Contingent Success Fee, must be filed
with the Court by no later than June 17, 2004, at 12:00 p.m., and
served on:

      (i) the Office of the United States Trustee; and

     (ii) Weil, Gotshal & Manges, LLP, the Debtors' attorneys.

The hearing to consider the Contingent Success Fee is adjourned
until the conditions for earning the Contingent Success Fee are
satisfied.  All objections of any party related to any Contingent
Success Fee are preserved until that time.

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


PEGASUS: Obtains Interim Okay to Maintain Existing Bank Accounts
----------------------------------------------------------------
The United States Trustee for Region 1, Phoebe Morse, issued
certain Chapter 11 operating guidelines pursuant to Section 586
of the Judiciary Code.  The guidelines include a requirement that
Chapter 11 debtors close all existing bank accounts on the
Petition Date and open new debtor-in-possession accounts in
certain financial institutions designated as authorized
depositories by the U.S. Trustee.  The requirements are designed
to provide a clear line of demarcation between prepetition and
postpetition claims and payments, and help to protect against the
inadvertent payment of prepetition claims by preventing the banks
from honoring checks drawn before the Petition Date.

The Pegasus Satellite Communications, Inc. Debtors use about 52
different bank accounts maintained with seven financial
institutions in their Cash Management System.  Robert J. Keach,
Esq., at Bernstein, Shur, Sawyer & Nelson, in Portland, Maine,
relates that while the U.S. Trustee's requirements serve a useful
function in the vast majority of Chapter 11 cases, the application
of those requirements to the Debtors' cases would create
significant and undue hardship on the Debtors.  Allowing the
accounts to be maintained with the same account numbers will
assist the Debtors in accomplishing a smooth transition to
operations in Chapter 11.  

Accordingly, the Debtors ask the Court to:

   (a) waive the U.S. Trustee's requirement that they open new
       bank accounts;

   (b) authorize their continued use of all correspondences,
       business forms and checks existing immediately before the
       Petition Date without reference to the Debtors' status as
       debtors-in-possession; and

   (c) waive the U.S. Trustee's requirement that all
       disbursements from the estate be made by check.

To protect against the possible inadvertent payment of
prepetition claims, Mr. Keach informs the Court that all banks at
which the Debtors maintain accounts and from which the Debtors
make payments by check will be advised immediately not to honor
checks issued before the Petition Date, except as otherwise
ordered by the Court.  Furthermore, the Debtors have instituted
internal cut-off procedures to draw the necessary distinctions
between prepetition and postpetition obligations and payments
without the need to close the Bank Accounts.  

Parties doing business with the Debtors undoubtedly will be aware
of the Debtors' status as debtors-in-possession as a result of
the size and publicity surrounding their cases, the press
releases issued by the Debtors, and other press coverage.  Mr.
Keach points out that if the Debtors were required to change
their correspondence, business forms and checks, they would be
forced to choose standard forms rather than the current forms
with which the Debtors' employees, customers and vendors are
familiar.  A change in operations would create a sense of
disruption and potential confusion within the Debtors'
organization and confusion for the Debtors' customers and
vendors.  The Debtors believe that it would be extremely costly
and disruptive to cease using all existing forms and to purchase
and begin using new stationery, business forms and checks.  The
Debtors believe that to do so would be unnecessary and that
appropriate care can be taken to assure the proper use of the
existing forms.

Considering the complexity of the Debtors' operations, it is
necessary for them to conduct some transactions by wire transfer
or Automated Clearing House payment.  Many of the Debtors'
vendors rely on these non-paper transfers to facilitate their own
cash management systems.  Mr. Keach contends that requiring the
Debtors to cease all electronic transfers postpetition would
unnecessarily disrupt the Debtors' relationships with their
vendors and create significant additional processing costs for
the bankruptcy estates.

            Disbursement Accounts Should be Kept Open

The Debtors also ask the Court for permission to keep seven
dedicated disbursement accounts open postpetition and to approve
prepetition checks drawn on these accounts:

   (1) Pegasus Satellite Communication Disbursement Accounts
       (PNC Bank Acct. Nos. 86-0608-4233 and 56-0380-0325)

   (2) Pegasus Satellite Manual Payroll Account
       (Deutsche Bank Acct. No. 00-535-136)

   (3) Pegasus Satellite Disbursement Accounts
       (Deutsche Bank Acct. Nos. 00-537-166 and 00-533-464)

   (4) Golden Sky Disbursement Account
       (Deutsche Bank Acct. No. 00-535-101)

   (5) Pegasus Broadcast Manual Payroll Account
       (Sovereign Acct. No. 2361051214)

   (6) Pegasus Broadcast Disbursement Account
       (Sovereign Acct. No. 2361051222)

   (7) Pegasus Broadcast Disbursement Account
       (Wachovia Acct. No. 2000003236015)

The Debtors want to ensure that their employees' paychecks, and
other payments made from these accounts in respect of prepetition
obligations do not bounce.

With respect to all disbursement accounts, Robert J. Keach, Esq.,
at Bernstein, Shur, Sawyer & Nelson, in Portland, Maine, informs
Judge Haines that the Debtors stopped issuing substantially all
checks in the ordinary course of business on May 24, 2004 to
ensure that all of the checks issued prepetition would clear
prior to the Petition Date.  On the Petition Date, the Debtors
provided the financial institutions at which the Debtors'
disbursement accounts are held with the last check numbers issued
and a subsequent check number skipping to an easily identifiable
round number, from which the Debtors will commence issuing checks
for debts incurred postpetition.

                          *     *     *

The Court grants the Debtors' request on an interim basis.  The
Final Hearing is scheduled 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 NATIONAL: Court Okays Charles Mooney As USGen's Consultant
---------------------------------------------------------------
At USGen New England, Inc.'s request, the Court authorizes Blank
Rome, LLP, to employ Professor Charles W. Mooney, Jr., as expert
consultant, nunc pro tunc to March 29, 2004.  Prof. Mooney will
provide expert support and analysis specifically with respect to
an adversary proceeding USGen commenced against Bear Swamp
Generating Trust No. 1, LLC, Bear Swamp Generating Trust No. 2,
LLC, Bear Swamp I, LLC, and Bear Swamp II, LLC.

Prof. Mooney is the Charles A. Heimbold, Jr., Professor of Law at
the University of Pennsylvania Law School.  Given his expertise
and extensive background in the discrete field of leveraged
leasing and lease transactions, USGen believes that Prof. Mooney
is appropriately qualified to provide the necessary services in
an efficient and timely manner.

At Blank Rome's request, Prof. Mooney will:

       -- prepare an expert report, and, if necessary, an expert
          rebuttal report; and

       -- provide related testimony in any discovery, trial,
          alternative dispute resolution or settlement hearing.

                         Confidentiality

In connection with its advisory services to be provided to Blank
Rome, Prof. Mooney's work will be performed at the sole direction
of Blank Rome, and will be for the sole and exclusive purpose of
assisting Blank Rome in its representation of USGen.  Prof.
Mooney's work may be integral to Blank Rome's formation of mental
impressions and legal theories, which may, in turn be used in
counseling and the representation of USGen.  For Prof. Mooney to
carry out his responsibilities, Blank Rome will disclose its
legal analysis as well as other privileged information and
attorney work product to Prof. Mooney.

Accordingly, Judge Mannes rules that:

   (a) the status of any writings, analysis, communications, and
       mental impressions formed, made, produced, or created by
       Prof. Mooney in connection with his assistance of Blank
       Rome in the Bear Swamp Adversary Proceeding will be deemed
       Blank Rome's work product in its capacity as counsel to
       USGen; and

   (b) the confidential and privileged status of the Prof. Mooney
       Work Product will not be affected by the fact that Prof.
       Mooney will be compensated entirely by USGen rather than
       Blank Rome.

                       Terms of Retention

USGen will compensate Prof. Mooney on an hourly basis, plus
reimbursement of incurred actual and necessary expenses,
including travel expenses.  Prof. Mooney will be paid $550 per
hour.

Prof. Mooney attests that he does not hold or represent an
interest adverse to USGen, its estate, and its creditors.

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)    


PLAYBOY: S&P Affirms B Rating & Revises Outlook to Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on adult
entertainment company Playboy Enterprises Inc. to positive from
stable. The outlook revision reflects the company's plan to use
proceeds from its secondary share offering to reduce total debt
outstanding and the resulting improvement in financial
flexibility.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on Chicago, Illinois-based Playboy. Total debt
outstanding at March 31, 2004, was $150.5 million, including $35.5
million in Califa Entertainment Group Inc. and Playboy TV
International LLC acquisition liabilities, but excludes $16.7
million in Series A convertible preferred stock owned by founder
Hugh Hefner.

On April 26, 2004, the company completed a public offering of
about 4.4 million shares at $12.69 per share.  In conjunction with
the transaction, Hugh Hefner converted his $16.7 million in Series
A convertible preferred stock into Class B common stock,
eliminating all preferred securities from Playboy's capital
structure.  About $39 million of net proceeds will be used to
redeem $35 million in aggregate principal amount of the
outstanding 11% senior secured note due 2010 and the balance will
be used for general corporate purposes.  The debt reduction will
lower the debt service burden and benefit operating cash flow.

"The rating on Playboy reflects the niche audience for paid adult
content, the company's relatively smaller cable TV distribution
compared to top 10 broadcast networks, the abundance of free adult
materials online, and high financial risk," said Standard & Poor's
credit analyst Andy Liu. "These factors are only partly offset by
the company's significant presence in the non-cyclical adult
entertainment industry, strong brand recognition, and good
satellite direct-to-home TV coverage."


PREFERRED RIVERWALK: Wants Until July 19 to File Bankr. Schedules
-----------------------------------------------------------------
Preferred Riverwalk, LP asks the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, to extend its
time to file its schedules of assets and liabilities, statements
of financial affairs and lists of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1).  

In order to adequately prepare the required schedules and
statements of affairs, it is necessary for the Debtor to gather
information from numerous documents, complete the posting of
accounts to the books, and to compile such information for filing.

The Debtor is currently in the process of posting accounts on the
books and gathering information from other sources, but may be
unable to complete this process by the currently-established
deadline for the filing of schedules and statements. The Debtor
asks the Court to allow until July 19, 2004 to complete and file
the required schedules.

Headquartered in San Antonio, Texas, Preferred Riverwalk, L.P.,
doing business as Sheraton Four Points, filed for chapter 11
protection on May 4, 2004 (Bankr. W.D. Tex. Case No. 04-52666).  
Keith M. Baker, Esq., represent 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.


QUANTUM CORP: Edward Hayes, Jr., Assumes Duties as New CFO
----------------------------------------------------------
Quantum Corp. (NYSE: DSS), a global leader in storage, announced
that Michael Lambert, executive vice president and chief financial
officer since 2001, has decided to leave the company to pursue
opportunities closer to his home and family in Southern
California.  Edward J. (Ned) Hayes, Jr., former president and CEO
of DirecTV Broadband, Inc., and former executive vice president
and CFO of Telocity, Inc., will succeed Lambert on July 1, 2004.
Lambert will remain CFO through June 30 and will continue in a
supporting role for several months after that to ensure a seamless
transition.

"We'll be sorry to see Michael go, but, at the same time, we are
excited about Ned joining us and the broad managerial and
financial experience he brings to Quantum," said Rick Belluzzo,
chairman and CEO of Quantum. "This experience will enable him to
build on the many valuable contributions Michael has made to
strengthen our financial foundation, including restructuring the
balance sheet, improving cash flow generation and utilization and
helping drive significant reductions in operating expenses."

Hayes comes to Quantum with more than 20 years of experience in
general and financial management, accounting, investment banking
and information systems. As president and CEO of DirecTV Broadband
from 2001 to 2003, Hayes drove the evolution of this wholly-owned
HUGHES Electronics subsidiary from early- to mid-stage, doubling
the customer base and revenues in each of the two years he led the
company. At Telocity, he oversaw all aspects of the company's $132
million initial public offering, was responsible for financial
planning, treasury management, investor relations and board of
director activities while it was a publicly-traded entity, and
later assisted in negotiating the sale of the company to HUGHES.

Prior to joining Telocity, Hayes served as financial vice
president and CFO in two of Lucent Technologies' divisions,
including the $20 billion Global Service Provider Business. In
addition to Lucent, he held senior financial management positions
at other multinational companies such as Unisys Corporation, Asea
Brown Boveri, and Credit Suisse First Boston.

Hayes received a B.A. degree from Colgate University and conducted
his graduate studies in Accounting and Finance at New York
University's Stern Graduate School of Business.

                      About Quantum

Quantum Corp. (S&P, BB- Corporate Credit and B Subordinated Debt
Ratings, Negative), founded in 1980, is a global leader in
storage, delivering highly reliable backup, recovery and archive
solutions that meet demanding requirements for data integrity and
availability with superior price/performance and comprehensive
service and support. Quantum is the world's largest supplier of
half-inch cartridge tape drives, and its DLTtape(TM) technology is
the standard for tape backup, recovery and archive of business-
critical data for the mid-range enterprise. Quantum offers the
broadest portfolio of tape autoloaders and libraries and is one of
the pioneers in the disk-based backup market, providing solutions
that emulate a tape library but are optimized for backup and
recovery. Quantum sales for the fiscal year ended March 31, 2004,
were approximately $808 million. Quantum Corp., 1650 Technology
Drive, Suite 800, San Jose, CA 95110, 408-944-4000,
http://www.quantum.com/


QWEST COMMS: Inks New 3-Year $6MM Contract with Burlington Coat
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced a new,
three-year, six-million-dollar contract with Burlington Coat
Factory Warehouse Corporation, a leading national retailer. Under
the expanded contract, Qwest is now providing Burlington Coat
Factory with advanced communications services to 350 locations
across the country. The company has been a Qwest customer since
1998.

Burlington Coat Factory will use several Qwest voice and data
services including domestic frame relay, dedicated- and switched-
voice services, toll-free services, calling cards, and dedicated
Internet access (DIA). Using Qwest's frame relay and DIA services
will allow Burlington Coat Factory employees to process customer
orders faster and better serve its customers. Also, Qwest's toll-
free and calling card services give employees an effective tool to
communicate with each other from remote locations across the
country.

"Qwest continues to grow business with its existing customers,
like Burlington Coat Factory, through our dedication to providing
industry-leading service," said Clifford S. Holtz, executive vice
president of Qwest business markets group. "Now that Qwest offers
end-to-end communications solutions for businesses nationwide, our
customers reap the benefit of having a single provider for all
their communications needs."

"During the past six years the Qwest team has continually worked
to provide us with the communication tools we need to help us grow
our business," said Brad Friedman, vice president of information
services of Burlington Coat Factory. "We operate more than 350
locations nationwide, and Qwest gives us the end-to-end
communications services we need to allow us to focus on serving
our customers."

                 About Burlington Coat Factory

Burlington Coat Factory Warehouse Corporation is a national
department store retail chain offering current, high-quality,
designer merchandise at up to 60 percent less than other
department store prices. Burlington Coat Factory stores feature
outerwear, apparel, shoes, and accessories for the entire family,
baby clothes, furniture, toys, home decor items, and gifts. Over
315 stores can be found in 42 states nationwide.

                      About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 46,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, please visit the Qwest Web site at
http://www.qwest.com/  

At March 31, 2004, Qwest Communications International, Inc.'s
balance sheet shows a stockholders' deficit of $1,251,000,000
compared to a deficit of $1,016,000,000 at December 31, 2003.


RCN CORPORATION: Wants to Restrict Trading to Preserve NOLs
-----------------------------------------------------------
The consolidated group of corporations of which RCN Corporation
is the parent and all of the Debtors are members presently has
estimated net operating loss carryforwards in excess of
$2,400,000,000 as a result of past losses.  RCN also has
significant future losses and depreciation and amortization
deductions attributable to assets with a tax basis in excess of
current fair market values.

The Debtors currently expect that the existing NOLs will be
reduced by the amount of cancellation of indebtedness income
realized in the bankruptcy reorganization, and may also be
reduced by certain interest deductions taken with respect to any
debt converted to equity pursuant to any plan of reorganization.  
Even after reductions, the Debtors estimate that in excess of
$1,000,000,000 of the group's consolidated current NOLs and all
of its Built-In-Losses will remain.  Accordingly, the NOLs
remaining after the effect of a bankruptcy reorganization could
translate into potential future tax savings in excess of
$350,000,000, and significant additional taxes may be saved as a
result of the Built-In-Losses in assets held by the members of
the Debtors' consolidated group.

Section 172 of the Internal Revenue Code permits corporations to
carry forward NOLs to offset future taxable income for up to 20
years, thereby reducing their federal income tax liability on
future income and significantly improving a loss corporation's
cash position.  Moreover, RCN Chief Restructuring Officer Anthony
Horvat relates, Built-In-Losses can provide depreciation and
amortization deductions, and losses recognized on the disposition
of assets, which also serve to decrease future income taxes and
improve post-bankruptcy cash flow.  Thus, the Losses of the
Debtors' consolidated group are a valuable asset of the Debtors'
estates, and the availability of those Losses will facilitate the
Debtors' successful reorganization.  The Debtors' ability to use
the Losses, however, could be severely limited under IRC Section
382 as a result of the trading and accumulation of equity
interests in RCN before the consummation of the plan of
reorganization.

IRC Section 382 imposes limits on the amount of taxable income
that can be offset by a corporation's NOL carryforwards in every
taxable year following an ownership change.  Section 382 also
limits a corporation's ability to utilize Built-In-Losses for
five years following an ownership change.  Generally, an
"ownership change" occurs, on any testing date, if the percentage
-- by value -- of stock of a corporation that is owned by one or
more 5% shareholders has increased by more than 50 percentage
points over the lowest percentage of stock owned by those
shareholders at any time during the three-year testing period
ending on the date of the ownership change.

If an ownership change occurs, Mr. Horvat says, IRC Section 382
generally limits a corporation's use of its NOLs and Built-In-
Losses to an annual amount equal to the value of the corporation
prior to the ownership change multiplied by the long-term tax
exempt rate in effect for the month of the ownership change, as
published by the Internal Revenue Service.  This annual
limitation on NOL usage continues throughout the remaining life
of the NOLs, which can be up to 20 years, depending on when the
NOL was created.  The restrictions on utilization of Built-In-
Losses apply for five years following the ownership change.  This
limitation can severely restrict the amount of NOL carryovers and
Built-In-Losses that can actually be used by the corporation
because the value of the stock of a distressed company may be
quite low.

A significant majority of the common stock of the reorganized RCN
is likely to be distributed to creditors holding outstanding
notes of RCN in exchange for all or part of their claims.  
Accordingly, on the consummation of a reorganization plan, the
Debtors are likely to experience an "ownership change" for
purposes of IRC Section 382 because the percentage of RCN stock
that will be owned by the holders of claims will have increased
by more than 50 points over the lowest percentage of the stock of
RCN held by those persons during the three-year testing period.

The Debtors presently intend to avail themselves of one of the
special provisions applicable to an ownership change resulting
from a confirmed Chapter 11 plan.  The Debtors anticipate that
they will either:

   -- be exempt from the limitations that normally arise
      following an ownership as a result of the application of
      IRC Section 382(l)(5); or

   -- benefit from a favorable valuation rule in IRC Section
      382(l)(6) that will cause the amount of the annual
      limitation under IRC Section 382(b) to reflect the expected
      increase in the value of RCN's stock resulting from any
      surrender or cancellation of creditors' claims in exchange
      for RCN stock pursuant to the Plan.

However, if too many equity holders transfer their equity
interests prior to the effective date of a Plan, the transfers
may trigger an ownership change that would not fall within the
ambit of these special bankruptcy provisions because the
ownership change would not occur pursuant to a confirmed
bankruptcy plan.  The Debtors need the ability to monitor and
possibly object to changes in the ownership of RCN stock to
maximize their ability to use the Losses to reduce federal income
taxes on their income earned after the bankruptcy reorganization.

To protect and preserve their NOLs and Built-In Losses, the
Debtors ask the Court to establish notice and hearing procedures
regarding the abandonment, trading, conversion or transfer of
equity interests in RCN that must be complied with as a
precondition to the effectiveness of any abandonment, trade or
transfer.  The Debtors want to monitor closely the transfers of
equity interests, so as to be in a position to act expeditiously
to prevent the transfers if necessary to preserve the Losses.

The proposed procedures for trading in equity interests are:

   (a) Any person or entity who currently is or becomes a
       Substantial Equity holder will file with the Court, and
       serve on the Debtors and their counsel, a notice of that
       status;

   (b) Before effectuating any transfer, conversion or
       abandonment of any equity interest, which would result in
       either:

       -- an increase or decrease in the amount of equity
          interests of RCN beneficially owned by a Substantial
          Equity holder;

       -- a person or entity becoming a Substantial Equity
          holder; or

       -- a person or entity ceasing to be a Substantial Equity
          holder,

       the Substantial Equity holder, person or entity will file
       with the Court, and serve on the Debtors and their
       counsel, advance written notice of the intended transfer,
       conversion or abandonment of equity interests;

   (c) The Debtors have 30 calendar days after receipt of a
       Notice of Proposed Transfer to file with the Court and
       serve on the party filing the Notice an objection to the
       transaction on the grounds that the transfer, conversion
       or abandonment may adversely affect the Debtors' ability
       to utilize the Losses.  If the Debtors file an objection,
       the transaction will not be effective unless approved by a
       final and non-appealable Court order.  If the Debtors do
       not object within the 30-day period, the transaction may
       proceed solely as specifically set forth in the Notice.
       Further transactions beyond the scope of the Notice must
       be the subject of additional notices, with additional
       30-day waiting periods.

A Substantial Equity holder is any person or entity that has
beneficial ownership of (i) at least 5,000,000 shares of RCN
common stock, or (ii) any shares of RCN preferred stock.

Beneficial ownership of equity interests includes:

   (1) direct and indirect ownership -- e.g., a holding company
       would be considered to beneficially own or acquire all
       equity interests owned or acquired by its subsidiaries;

   (2) ownership by any group of persons acting pursuant to a
       formal or informal understanding to make a coordinated
       acquisition of an equity interest;

   (3) ownership by the holder's family members; and

   (4) ownership of an equity interest which the holder has an
       option to acquire.

An option to acquire an equity interest includes any contingent
purchase, warrant, convertible debt or equity, put, equity
interest subject to risk of forfeiture, contract to acquire an
equity interest or similar interest, in each case, regardless of
whether the interest or right is contingent, or otherwise not
currently exercisable.

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)    


RELIANCE FINANCIAL: Bank Panel Files Amended Reorganization Plan
----------------------------------------------------------------
On June 2, 2004, the Official Unsecured Bank Committee presents
to Judge Gonzalez a first amended plan of reorganization and
disclosure statement for Reliance Financial Services Corporation.

The First Amended Plan provides for the same classification and
treatment of claims against and equity interest in RFSC.  The
First Amended Plan, however, reverses the order of priority of
Liquidator Claims and D&O Unsecured Claims.  The Liquidator Claim
is designated as Class 4b, from 4c.  The D&O Unsecured Claims are
moved to Class 4c from 4b.  Both Classes of Claims remain
impaired under the First Amended Plan and stand to receive the
same treatment and distributions, if any.

The Estimated Claim Amounts per Class are:

   Class  Definition                    Estimated Claim Amount
   -----  ----------                    ----------------------
     1    Classified Priority  Claims        Unspecified
     2    Bank Claims                       $252,944,097
     3    Other Secured Claims                        $0
     4a   General Unsecured Claims           Unspecified
     4b   Liquidator Claims                 $288,000,000
     4c   D&O Unsecured Claims               Unspecified
     5    Equity Interests                  1,000 Shares

                      RFSC Available Funds

Pursuant to the terms of the RGH/RFSC Settlement Term Sheet, any
RFSC Available Funds will be applied by Reorganized RFSC in this
order:

      (i) To satisfy its Reimbursement Obligations;

     (ii) To satisfy its obligation to fund 50% of the Primary
          Reserve Requirement;

    (iii) To satisfy its obligation to fund the Development
          Reserve;

     (iv) To reimburse the Indemnified Advisors for any
          indemnification obligations;

      (v) To fund the Discretionary Reserve; and

     (vi) To pay dividends to Holders of New RFSC Common Stock.

The Bank Committee notes that before Reorganized RFSC pays
dividends to holders of New RFSC Common Stock, it may be
obligated to make payments under the Tax Sharing Agreement.

On the Effective Date, the Litigation Claims held by the
Litigation Proceeds Claimants will be assigned to RGH.  The First
Amended Plan provides that the Claims will be managed by the
Official Committee of Unsecured Creditors or any liquidating
trustee appointed pursuant to any plan filed for Reliance Group
Holdings, Inc.

In the event of a dispute regarding the Tax Sharing Agreement,
the Bankruptcy Court will not have exclusive jurisdiction, but
will have concurrent jurisdiction with the Commonwealth Court.

On the effective date of the Plan, all existing equity in RFSC
will be cancelled.  On the Effective Date, 100,000 shares of
common stock of Reorganized RFSC, at no par value per share, will
be issued and distributed to the Holders of Allowed Class 2
Claims.

                      Corporate Governance

RFSC currently has no employees.  Paul W. Zeller, President and
Chief Executive Officer of RGH, serves without additional
compensation as President and Chief Executive Officer of RFSC.

On the Effective Date, the Hon. James A. Goodman will become the
President and Chief Executive Officer of Reorganized RFSC.  Judge
Goodman will be the sole director and officer of Reorganized
RFSC's Board.  Judge Goodman will serve as a director of the
Board, as well as the President/Chief Executive Officer and
Secretary/Treasurer of Reorganized RFSC.

Judge Goodman served as a U.S. Bankruptcy Judge for the District
of Maine from 1981 until 2001.  He served as the Chief Judge of
the U.S. Bankruptcy Court for the District of Maine from 1990
until 1997.  Since 1996, Judge Goodman has been a member of the
Bankruptcy Appellate Panel for the First Circuit.

Judge Goodman will receive no compensation for his role as a
director of the Board.  Judge Goodman will receive these
compensation for his services as President/Chief Executive
Officer and Secretary/Treasurer of Reorganized RFSC:

   (a) a one-time starting bonus of $40,000;

   (b) a base salary of $100,000 annually;

   (c) hourly compensation of $600 per hour worked in excess of
       230 hours of service per calendar year, with salary and
       compensation not to exceed $250,000; and

   (d) certain incentive compensation.

Judge Goodman, as a director and as President/Chief Executive
Officer and Secretary/Treasurer of Reorganized RFSC, will use
this business address:

       RFS Corporation
       c/o Hon. James A. Goodman
       7776 Lakeside Blvd., Unit G504
       Boca Raton, FL  33434

                         Pension Issues

The PBGC filed these claims against RFSC and RGH based on the RIC
Retirement Plan:

   (1) $124,200,000 for unfunded benefit liabilities;
   (2) $27,600,000 for minimum funding contributions; and
   (3) $292,127 for PBGC premiums.

The PBGC asserts that portions of these claims are entitled to
administrative priority.  As of December 31, 2003, the RGH
Pension Plan had an accumulated funding deficiency for unpaid
2002 plan year contributions of $794,000.  In addition, RGH must
contribute $1,506,000 to the RGH Pension Plan to avoid a funding
deficiency for the 2003 plan year.  This contribution must be
made by September 15, 2004.  The accumulated funding deficiency
is subject to an initial 10% excise tax, with the tax amount
increasing to 100% if not timely corrected.  RGH has not
deposited quarterly contributions for the 2003 plan year of
approximately $208,000 per quarter.

RFSC and RGH are in the process of reviewing the validity and
amounts of the PBGC's claims in respect of the RGH Pension Plan
and the RIC Retirement Plan, and are expected to dispute both the
amount and alleged priority of these claims.

                      Liquidation Analysis

The Bank Committee is prepared to provide expert testimony
asserting that in the event of a liquidation under Chapter 7 of
the Bankruptcy Code, the full value of RFSC's assets would not be
realized.  Value would be reduced due to RFSC's need to continue
operations in order to realize the value of its tax-related
assets.  The loss of these tax assets in a liquidation under
Chapter 7 would mean a smaller, or potentially no, return for
RFSC's creditors.  Furthermore, the recoveries from the D&O
Litigation Proceeds should be at least as great under Chapter 11,
than if the proceedings were converted to Chapter 7 of the
Bankruptcy Code.  A liquidation under Chapter 7 also would likely
involve greater administrative expenses than the Chapter 11 Case.  
Consequently, the Bank Committee believes that liquidation under
Chapter 7 is a less attractive alternative to the First Amended
Plan, which should provide a greater return to RFSC's creditors
than what would likely be realized in a liquidation.

A black-lined copy of the First Amended Plan is available for
free at:

   http://bankrupt.com/misc/rfsc_first_amended_plan_blacklined.pdf


A full-text copy of the Disclosure Statement is available for
free at:

     http://bankrupt.com/misc/rfsc_disclosure_statement.pdf

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RS GROUP: Forms Strategic Alliance with Invvision Capital
---------------------------------------------------------
RS Group Of Companies, Inc. (formally Rent Shield Corp.)
(OTCBB:RSGC), a provider of pass-through risk specialty insurance
and reinsurance products, and Invvision Capital, Inc. d/b/a RG
America (RGA), (OTCBB:INVA), announced the execution of strategic
alliance.

Under the terms of the 20-year agreement, Invvision Capital will
market RS Group of Companies' Rent Shield residential rental
guarantee program on a non-exclusive basis in the United States
and Canada to RGA's existing clientele of property managers and
apartment owners who collectively own in excess of 450,000
residential apartment units. As part of the agreement, RGA is
committing that it will enroll no less than 100,000 residential
units in the Rent Shield program by no later than August 6, 2005.
During the term of the agreement, RGA has agreed not to market any
similar or competing product for residential rental guarantee.

Additionally, RS Group of Companies has appointed RG Restoration,
Inc., a wholly-owned subsidiary of RGA, as the exclusive
contractor to perform on behalf of RSGC property damage claims
adjustments in the United States and Canada. RS Group of Companies
will issue to RGA warrants to purchase 2,000,000 shares of RSGC's
common stock at an exercise price of $3.25 per share.

Commenting on the announcement, John Hamilton, CEO of RS Group of
Companies, Inc., stated, "This alliance with RGA is an excellent
mutual fit for both companies. RGA will be taking our innovative
residential rental guarantee program to its existing clientele of
owners and operators of several hundred thousand apartment units
across the U.S., and we have a capable partner to contract out all
future claims adjustment. We anticipate significant traction and
uptake of our Rent Shield product over the next 3 months."

"The Rent Shield program is a perfect addition to our group of
risk management offerings. It fits well with our commitment to
provide value and saving to the multi-family housing market as
well as additional income for owners and property managers. We are
very optimistic about our expanding relationship with the RSGC
organization", said J. E. (Ted) Rea, CEO of RG America.

RS Group of Companies' core product, the RentShield residential
rental guarantee program:

   -- Guarantees, without question, to automatically pay the
      landlord up to six months of rental income in the event of
      tenant default within 30 days of the due date.

   -- Pays the landlord up to $10,000 for willful damage by a
      tenant.

   -- Eliminates the landlord's legal, eviction, and
      administrative collection expenses.

   -- Pre-qualifies a prospective tenant through background and
      credit verification within 48 hours of their application.

   -- Eliminates the need for landlords requiring up-front payment
      of a security deposit and last month's rent.

   -- Provides property owners the online tools that help
      administer residential rental properties and access other
      RSGC products and services.

   -- Provides landlords and tenants online access to listings of
      vacant properties.

                        About RG America

RG America is a publicly traded company that provides a broad
array of fee-based products and services addressing clients' need
to control the costs of risk management for their multi-family
housing real estate assets. These services include traditional
insurance products, loss control and engineering consulting,
administration of claims, restoration construction and innovative
financial products including those that minimize business
interruption costs. RG America has just introduced our new
PropertySMART(SM) program. This is an exciting new product aimed
at reducing the costs of property insurance for the multi-family
housing industry. The company is based in Dallas. More information
is available at http://www.rgamerica.com/

               About RS Group of Companies, Inc.

RS Group of Companies, Inc. -- whose December 31, 2003balance
sheet records a stockholders' equity deficit of $966,088 --
has developed and is implementing a strategy to design, structure
and sell a broad series of pass-through risk specialty insurance
and reinsurance platforms throughout North America. In November
2003, through its wholly owned subsidiaries, the Company
introduced its core pass-through risk solution, RentShield(TM)
-- http://www.rentshieldexpress.com/-- a residential rental  
guarantee program being offered to North America's $300 billion
residential real estate rental market. It is estimated that there
are over 38 million rental units in the United States and Canada.
Rental Guarantee was first developed in Finland to provide surety
to residential property developers and is being used as an
extremely effective marketing tool in the United Kingdom for the
buy-to-let market. It protects investments in the rental units by
receiving a guaranteed income on a certain timeline. Go to
http://www.rentshieldcorp.com/for more information.


S WILLIAMS INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: S Williams Inc.
        dba S Williams Mechanical Services, Inc.
        dba S Williams Mechanical And Propane
        dba S Williams Mechanical
        3796 S State Road 341
        Hillsboro, Indiana 47949

Bankruptcy Case No.: 04-10074

Type of Business: The Debtor is a heating and ventilating
                  contractor.

Chapter 11 Petition Date: June 1, 2004

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Steven L. Blakely, Esq.
                  Acton & Snyder
                  11 E North Street
                  Danville, IL 61832

Total Assets: $69,500

Total Debts:  $1,427,720

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bryant & Sons LP Gas, Inc.    Trade debt                $213,000

Charles M. Bryant             Trade debt                $213,000

Mark Bryant                   Trade debt                $213,000

Vivian B. Bryant              Trade debt                $213,000

Richard and Sharon Williams   Trade debt                $155,000

Center Bank                   Bank loan                  $85,000
                              Value of Collateral:
                              $50,000

Indiana Dept. of Revenue      Trade debt                 $70,000

Internal Revenue Service      Trade debt                 $65,000

Dynergy Liquids Marketing &   Trade debt                 $65,000
Trade

Overpeck Transportation       Trade debt                 $43,000

Lennox Industries Inc.        Trade debt                 $16,000

Marathon Ashland              Trade debt                 $14,600

Speedway SuperAmerica         Trade debt                 $14,000

G.W. Berkheimer Co.           Trade debt                  $9,800

Ameritech/SBC                 Trade debt                  $8,200

Overpeck Gas Company, Inc.    Trade debt                  $8,000

Ameritech/SBC                 Trade debt                  $4,400

The Home Depot                Trade debt                  $3,500

Fountain County Treasurer     Trade debt                  $2,600

Rubin & Levin, P.C.           Trade debt                  $2,000


SEVEN VENTURES: Closes Merger with Equitex Unit, Chex Services
--------------------------------------------------------------
Seven Ventures, Inc. (OTCBB:SVVI) announced that the transaction
to merge with Equitex's (Nasdaq:EQTX) wholly-owned subsidiary,
Chex Services, Inc., into a wholly-owned subsidiary with Seven
Ventures, Inc. has closed. As previously announced, Equitex
exchanged 100% of its equity ownership in Chex Services for
7,700,000 shares representing 93% of Seven Ventures' outstanding
common stock following the transaction. As a result, Chex Services
has become a wholly-owned subsidiary of Seven Ventures.

Chex Services provides comprehensive cash access services to
casinos and other gaming facilities. The Company specializes in,
and is the industry leader for, full booth operations to Native
American casinos. In addition to full booth operations, the
Company has developed a suite of cash access products for use in
the traditional gaming and retail markets. Chex Services markets
its products under the trademarked name FastFunds. Chex Services'
website is located at http://www.fastfundsonline.com/

At March 31, 2004, Seven Ventures Inc.'s balance sheet shows a
stockholders' deficit of $22,332 compared to a deficit of $16,116.


SLATER STEEL: Industrialinfo.com Reports on Asset Disposition
-------------------------------------------------------------
According to a research by Industrialinfo.com (Industrial
Information Resources; Houston), troubled Slater Steel of
Mississauga, Ontario is about finishing up the task of disposing
of its assets.

For details on this development view the entire article at:

                http://www.industrialinfo.com/

Industrialinfo.com is the leading provider of global industrial
market research. We specialize in helping companies develop
information solutions to maximize their sales and marketing
efforts. For more information send inquiries to
metalsandmineralsgroup@industrialinfo.com or visit us online at
http://www.industrialinfo.com/

The Company and its subsidiaries sought creditor protection under
applicable Canadian and U.S. legislation on June 2, 2003 and have
announced either the wind down and orderly realization or the sale
of its remaining assets. Slater once again stated that it does not
expect that shareholders will receive any value from the
insolvency proceedings.

Slater Steel U.S., Inc. is a mini mill producer of specialty steel
products. The Company filed for  Chapter 11 Protection under the
U.S. Bankurptcy Code (Bankr. Del. Case No.: 03-11639) on June 2,
2003 before the Honorable Mary F. Walrath. The Debtors' counsel
are Daniel J. DeFranceschi, Esq. and Paul Noble Heath, Esq. of
Richards Layton & Finger.


SMITHFIELD FOODS: Buying French Company Jean Caby for $33MM Plus
----------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) announced the agreement to
purchase Jean Caby and related companies for approximately euro
27.4 million ($33.2 million) plus the assumption of certain
liabilities.  The company will be merged with Smithfield's French
unit, SBS, creating a first tier processed meat company in France
with sales of approximately euro 380 million ($466 million).  The
combined company will operate under the Jean Caby name.

Jean Caby, established in 1919, produces and markets cured and
cooked processed meats including deli cooked hams, dry sausages,
cocktail sausages and hot dogs.  In 2003, sales under the Jean
Caby brand grew 16 percent and overall company sales grew 5
percent to reach approximately euro 130 million ($159 million).

"This acquisition provides us with a strong brand and an expanded
product range to complement our existing strengths in sliced
meats, pre-cooked bacon and lardon," said Robert A. Sharpe II,
Smithfield's president, international operations.  "We expect to
realize this potential in continued strong growth of sales both
under the Jean Caby brand as well as under the brand of our
customers."

The transaction, which is subject to regulatory approval, is
expected to close before the end of July.

With annualized sales of $9 billion, Smithfield Foods (S&P, BB+
Corporate Credit  Rating, Negative) is the leading
processor and marketer of fresh pork and processed meats in the
United States, as well as the largest producer of hogs.  For more
information, please visit http://www.smithfieldfoods.com/


SPECTRASCIENCE: Commences Shareholder Rights Offering
-----------------------------------------------------
SpectraScience, Inc. (OTC: SPSIQ) announced that it had commenced
a Shareholder's Rights Offering in connection with a Chapter 11
Reorganization Plan in the U.S. Bankruptcy Court filed by its
Trustee, Timothy D. Moratzka. The offering will allow existing
Shareholders to exchange each of their shares and $0.24 in
exchange for three new shares. The exchange is being handled by
Wells Fargo Shareholder Services (800) 689-8788.

The Company develops and markets its proprietary WavStat(TM)
Optical Biopsy System for use by physicians in diagnosing tissue
to be normal, pre-cancerous, or cancerous. The WavStat(TM) System
is currently approved for use in the colon. Other applications are
under development

As previously announced, SpectraScience filed for bankruptcy
protection under Chapter 7 of the U.S. Bankruptcy Code on
September 13, 2002. The case was converted to a Chapter 11 on
February 5, 2003. The official Committee of Unsecured Creditors
represented by William Kampf supports the Reorganization Plan.


SPEIZMAN INDUSTRIES: Section 341(a) Meeting Scheduled for July 1
----------------------------------------------------------------
The United States Trustee will convene a meeting of Speizman
Industries' creditors at 1:00 p.m., on July 1, 2004 in Room 365 at
Russell Federal Building, 75 Spring Street SW, Atlanta, Georgia
30303.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Charlotte, North Carolina, Speizman Industries,
Inc. -- http://www.speizman.com/-- is a distributor of  
specialized Commercial industrial machinery parts and equipment
operating primarily in textile and laundry.  The Company filed for
chapter 11 protection on May 20, 2004 (Bankr. N.D. Ga. Case No.
04-11540).  Michael D. Langford, Esq., Kilpatrick Stockton LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$23,938,000 in total assets and $23,073,000 in total debts.


STEWART ENTERPRISES: Reports Improved Earnings in Second Quarter
----------------------------------------------------------------
Stewart Enterprises, Inc. (NASDAQ: STEI) reported net earnings for
the quarter ended April 30, 2004 of $14.8 million or $.14 per
diluted share compared to $9.5 million or $.09 per diluted share
for the second quarter of 2003. The Company reported earnings from
continuing operations for the second quarter of fiscal year 2004
of $12.7 million or $.12 per diluted share, representing an
increase of over 30 percent compared to $9.7 million or $.09 per
diluted share from continuing operations for the second quarter of
2003.

Earnings from continuing operations for the six months ended April
30, 2004 were $24.1 million or $.22 per diluted share, including a
severance charge of $2.1 million ($1.3 million or $.01 per diluted
share after tax). Excluding this charge, earnings from continuing
operations would have been $25.4 million or $.23 per diluted share
in the first six months of 2004, compared to $18.6 million or $.17
per diluted share for the first six months of 2003, representing
an increase of over 35 percent for the first half of the year.

William E. Rowe, Chairman of the Board, stated, "We believe the
initiatives first announced in September of last year are driving
the results of our second quarter and first six months of the
fiscal year, and we are achieving the goals that we have set. Our
same store events and average revenue per funeral service are at
or above projected levels, and our preneed cemetery and funeral
sales have improved significantly for three quarters in a row. We
have managed our costs well in both segments, resulting in a 310
basis-point improvement in our gross margin for the year-to-date
period. We are encouraged by our results, and we are working hard
to capture all revenue enhancement opportunities and to manage all
areas of expense in our Company."

Kenneth C. Budde, Interim Chief Executive Officer, stated,
"Consistent with our first quarter, both our funeral and cemetery
segments performed well, and all of our business metrics have
improved. Our margins are up substantially, and we continue to
generate free cash, which is being used to further reduce debt and
repurchase stock. This Company is delivering as planned, and we
are proud of what we have accomplished and where we are headed."

The Company reported an increase in funeral revenue from
continuing operations of $0.9 million for the second quarter of
2004 compared to the second quarter of 2003 resulting from an
increase in the average revenue per same store funeral service
performed. The Company's same store funeral operations achieved a
4.3 percent increase in the average revenue per traditional
funeral service and a 4.6 percent increase in the average revenue
per cremation service. Those gains were partially offset by a
year-over-year reduction in funeral trust earnings and an increase
in the proportion of funeral services that were non-traditional,
resulting in an overall 2.6 percent increase in the average
revenue per funeral service for the quarter. The contribution of
trust earnings recognized as revenue upon the delivery of preneed
funerals was lower in the second quarter of 2004 than in the
comparable period of 2003 due to lower investment returns realized
in the Company's preneed funeral trust funds during previous
years.

Mr. Budde stated, "We have consistently improved our same store
average revenue per funeral service each quarter, primarily
through enhanced offerings to families. We are pleased with the
increases in our average revenue and with the number of calls
performed by our same store funeral homes. The upper end of our
annual forecast for fiscal year 2004 assumes that our same store
funeral homes would serve the same number of families during 2004
as in 2003. The number of funeral services performed by these
businesses during the second quarter was essentially flat in
comparison to the second quarter of 2003, with a decrease of 34
events. However, during the six months ended April 30, 2004, we
experienced a 1.1 percent increase in funeral services, which
means that we are up by 344 events on a year-to-date basis."

During the third quarter of 2003, the Company increased its focus
on preneed funeral sales and preneed cemetery property sales. As a
result, the Company reported a 3.6 percent increase in preneed
funeral sales during the current quarter as compared to the same
quarter last year, and a 9.9 percent increase for the six months
ended April 30, 2004. Cemetery property sales increased 6.5
percent for the second quarter and 7.3 percent for the six months
ended April 30, 2004. These results are generally in line with the
Company's stated goal to increase preneed sales by 5 to 10
percent. Cemetery revenue from continuing operations increased
$1.9 million during the second quarter of 2004 compared to the
second quarter of 2003, primarily due to the increase in cemetery
property sales.

Cash flow from operations for the first six months of 2004 was
$60.9 million, and free cash flow was $53.8 million. This includes
a cash inflow of $33.2 million from a tax refund received during
the first quarter of fiscal year 2004 and a cash outflow of $1.3
million for severance costs. As of June 2, 2004, the Company had
outstanding debt of $450.7 million and cash and marketable
securities of $29.5 million.

The Company plans to continue to repurchase shares under its Stock
Repurchase Program. Of the $25.0 million approved under the
existing Stock Repurchase Program, $3.0 million was invested
during fiscal year 2003 and $15.2 million was invested during the
current fiscal year through June 2, 2004. Assuming market
conditions do not change materially, the Company expects to invest
the remaining $6.8 million allowed under the existing program
during fiscal year 2004. Based on the closing market price of
$7.49 per share as of June 7, 2004, this could result in the
repurchase of a total of about 4.0 million shares under the
existing program. If current market conditions continue, because
the Company can use up to $25.0 million per fiscal year to
repurchase stock under its bank credit facility, management may
request that the Board of Directors approve another stock
repurchase program for the remainder of fiscal year 2004 and
through fiscal year 2005.

Mr. Budde concluded, "I am proud of the accomplishments of our
management team, and I am honored to lead this Company during this
time of operational and financial growth. Our employees continue
to exceed our customers' expectations while ensuring that all
expenses are carefully managed throughout the organization. Our
operations continue to produce significant positive cash flow,
which is being applied to our debt balance and our stock
repurchase program to build shareholder value. This fiscal year,
we have invested over $50 million in debt reduction and over $15
million in stock repurchases. In addition, we plan to refinance
our credit facility within the next twelve months, and the first
call date on our 10 3/4 notes will be in July 2005. We expect our
balance sheet to get even stronger as we continue to deploy our
cash and as we reap the benefits of future refinancing
opportunities. I believe the Company is very well-positioned, and
I believe the strategies we have in place, combined with the
passion, dedication and perseverance of our team, will continue to
produce strong results."

        Second Quarter Results From Continuing Operations

-- Funeral revenue increased $0.9 million to $71.0 million,
   principally due to a 2.6 percent increase in the average
   revenue per same store funeral service performed.

-- The Company's same store businesses achieved average revenue
   increases of 4.3 percent per traditional funeral service and
   4.6 percent per cremation service for the quarter, partially
   offset by a year-over-year reduction in funeral trust earnings
   and an increase in the proportion of non-traditional funerals.

-- Trust earnings recognized upon the delivery of preneed funerals
   in fiscal year 2004 were lower than in the prior year due to
   lower investment returns realized on the Company's preneed
   funeral trust funds during previous years.

-- The cremation rate for the Company's same store businesses was
   37.0 percent for the second quarter of 2004 compared to 36.5
   percent for the second quarter of 2003.

-- The Company experienced a 0.2 percent decrease in the number of
   same store services performed, which was essentially flat in
   comparison to the second quarter of 2003, with a decrease of 34
   events.

-- Cemetery revenue increased $1.9 million to $59.1 million,
   primarily due to an increase in cemetery property sales.

-- The Company realized an annual average return of 4.5 percent in
   its perpetual care trust funds during the second quarter of
   2004 compared to 4.6 percent in the comparable period of 2003.

-- Funeral margins were 30.4 percent compared to 26.1 percent for
   the same period in 2003. The 430 basis-point improvement in
   funeral margins resulted from increased funeral service revenue
   combined with reduced general and administrative costs in the
   funeral segment resulting primarily from the Company's cost
   reduction initiatives.

-- Cemetery margins were 25.9 percent compared to 25.0 percent for
   the same period in 2003. The 90 basis-point improvement in
   cemetery margins resulted from increased property sales,
   combined with reduced general and administrative costs in the
   cemetery segment resulting primarily from the Company's cost
   reduction initiatives.

-- Gross profit increased $4.3 million to $36.9 million as a
   result of the increases in funeral and cemetery revenue,
   combined with reduced general and administrative costs in the
   funeral and cemetery segments resulting primarily from the
   Company's cost reduction initiatives.

-- Corporate general and administrative expenses increased
   $0.4 million to $4.6 million.

-- Interest expense decreased $1.6 million to $12.0 million due to
   an $86.9 million decrease in the average debt outstanding
   during the second quarter of 2004 compared to the second
   quarter of 2003, which was partially offset by a 24 basis-point
   increase in the average interest rate for the period.

-- Other income decreased $0.7 million to $0.1 million. The
   decrease was principally due to the recognition of a gain in
   the second quarter of 2003 related to the sale of assets.

         Year to Date Results From Continuing Operations

-- Funeral revenue increased $4.1 million to $144.9 million,
   principally due to a 1.9 percent increase in the average
   revenue per same store service performed combined with a 1.1
   percent increase in the number of same store services
   performed.

-- The Company's same store businesses achieved average revenue
   increases of 4.2 percent per traditional funeral service and
   4.6 percent per cremation service for the year, partially
   offset by a year-over-year reduction in funeral trust earnings
   and an increase in the proportion of non-traditional funerals.

-- Trust earnings recognized upon the delivery of preneed funerals
   in fiscal year 2004 were lower than in the prior year due to
   lower investment returns realized on the Company's preneed
   funeral trust funds during previous years.

-- The cremation rate for the Company's same store businesses was
   36.7 percent in 2004 compared to 36.1 percent in 2003.

-- Cemetery revenue increased $3.4 million to $114.7 million,
   primarily due to an increase in cemetery property sales.

-- The Company realized an annual average return of 4.6 percent in
   its perpetual care trust funds during 2004 compared to 4.4
   percent during the comparable period of 2003.

-- Funeral margins were 30.6 percent compared to 26.4 percent for
   the same period in 2003. The 420 basis-point improvement in
   funeral margins resulted from increased funeral service
   revenue, combined with reduced general and administrative costs
   in the funeral segment resulting primarily from the Company's
   cost reduction initiatives.

-- Cemetery margins were 25.6 percent compared to 23.8 percent for
   the same period in 2003. The 180 basis-point improvement in
   cemetery margins resulted from increased property sales,
   combined with reduced general and administrative costs in the
   cemetery segment resulting primarily from the Company's cost
   reduction initiatives.

-- Gross profit increased $10.0 million to $73.7 million as a
   result of the increases in funeral and cemetery revenue
   discussed above, combined with reduced general and
   administrative costs in the funeral and cemetery segments
   resulting primarily from the Company's cost reduction
   initiatives.

-- Corporate general and administrative expenses were $8.5 million
   in both 2004 and 2003.

-- During the first six months of 2004, the Company incurred a
   severance charge of $2.1 million related to workforce
   reductions.

-- Interest expense decreased $2.6 million to $24.5 million due to
   a $75.9 million decrease in the average debt outstanding during
   2004 compared to 2003, which was partially offset by a 22
   basis-point increase in the average interest rate for the
   period.

-- Other income (expense) decreased $1.8 million to ($0.1) million
   principally due to a write-down of certain marketable
   securities during 2004, in addition to the recognition of a
   gain in 2003 related to the sale of assets.

                  Depreciation and Amortization

-- Depreciation and amortization from continuing operations was
   $12.9 million in the second quarter of 2004 compared to
   $13.1 million in the second quarter of 2003.

-- Depreciation and amortization from total operations was $13.1
   million in the second quarter of 2004 compared to $13.7 million
   for the corresponding period in 2003.

-- Depreciation and amortization from continuing operations was
   $25.7 million for the first six months of 2004 compared to
   $26 million in the comparable period of 2003.

-- Depreciation and amortization from total operations was $26.0
   million for the first six months of 2004 compared to $27.1
   million in the comparable period of 2003.

         Cash Flow Results And Debt For Total Operations

-- Net cash provided by operating activities for the first six
   months of 2004 was $60.9 million, compared to $18.1 million in
   the comparable period of 2003. This includes a cash inflow of
   $33.2 million from a tax refund received during the first
   quarter of fiscal year 2004 and a cash outflow of $1.3 million
   for severance costs.

-- Free cash flow for the first six months of 2004 was $53.8
   million, compared to $11.1 million in the comparable period of
   2003. This includes a cash inflow of $33.2 million from a tax
   refund received during the first quarter of fiscal year 2004
   and a cash outflow of $1.3 million for severance costs. (See
   table under "Reconciliation of Non-GAAP Financial Measures.")

-- Since the announcement of its stock repurchase program in June
   2003, the Company had invested $18.2 million to repurchase 3.0
   million shares as of June 2, 2004.

-- As of April 30, 2004, the Company had outstanding debt of
   $454.0 million and cash and marketable securities of $28.4
   million.

-- As of June 2, 2004, the Company had outstanding debt of
   $450.7 million and cash and marketable securities of $29.5
   million.

     Exercise of Options and Adoption of Rule 10b5-1 Plan

The Company's executive officers and directors hold options to
purchase approximately 4.0 million shares of the Company's Class A
Common Stock that expire in January and April of 2005 at exercise
prices ranging from $4.16 to $6.96, and averaging $5.21. In order
to provide for an orderly means of exercising those options,
including the sale of the underlying shares to pay the exercise
prices and applicable income taxes, those individuals generally
will (1) use other shares held by them to pay the exercise price
for as many shares as possible, (2) receive shares of Class A
Common Stock in exchange for exercising the options and (3) enter
into a prearranged group stock trading plan for the purpose of
selling the remaining shares (approximately 3.3 million shares
based on current market prices) in accordance with Rule 10b5-1
under the Securities Exchange Act of 1934, as amended. As a
result, the directors and executive officers will increase their
shares of the Company's Class A Common stock by over 365,000
shares. Rule 10b5-1 permits officers and directors to establish,
at a time when they are not in possession of material non-public
information, a prearranged plan to buy or sell Company securities,
and allows them to purchase or sell shares in accordance with the
specific terms of the plan, even if the individual subsequently
comes into possession of material non-public information. Using
these plans, insiders can spread stock trades over an extended
period of time to minimize the market impact of the trades.

Six of the seven current executive officers holding such options
will sell only those shares necessary to pay the exercise price
and applicable income taxes, resulting in selling 2.1 million
shares in the plan. Mr. Rowe, who holds options on 1.0 million
shares, will be participating in the plan and several directors,
who hold 0.2 million shares, are expected to participate in the
plan, so that approximately 3.3 million shares (based on current
market prices) may be sold pursuant to the plan. The number of
shares of STEI stock already owned by these executive officers and
directors will not be reduced by this plan. The transactions under
the 10b5-1 stock trading plan will commence no earlier than June
14, 2004 and will be disclosed publicly through Form 144 and Form
4 filings with the Securities and Exchange Commission. These pre-
planned trades will be executed as set forth in the plan.

                       About the Company

Founded in 1910, Stewart Enterprises (Fitch, BB+ Secured Bank
Credit Facilities and BB- Subordinated Debt Ratings, Stable) is
the third largest provider of products and services in the death
care industry in the United States, currently owning and operating
290 funeral homes and 148 cemeteries. Through its subsidiaries,
the Company provides a complete range of funeral merchandise and
services, along with cemetery property, merchandise and services,
both at the time of need and on a preneed basis.


STEWART: Looks for New CEO as William Rowe Retires in October
-------------------------------------------------------------
Stewart Enterprises, Inc. (NASDAQ: STEI) announced that William E.
Rowe has decided to retire effective October 31, 2004. Effective
immediately, he has stepped down from his current position as
President and Chief Executive Officer, and will continue in his
role as Chairman of the Board until his retirement is effective.
Kenneth C. Budde, the Company's Chief Financial Officer, has been
selected as interim CEO.

The Board plans to initiate a comprehensive search for a
successor, which will include the consideration of both internal
and external candidates, and while there is no set timetable for
completing this process, it will be undertaken with the goal of
selecting the best qualified candidate in the shortest period
possible.

Mr. Rowe commented, "After 39 years in the industry and 18 years
with the Company, I have decided to slow my pace and enjoy
retirement. The many achievements realized during my time at
Stewart are a direct reflection of the depth of talent and
expertise that exists across our organization, and it has been my
good fortune and privilege to be part of such an accomplished
team. At this phase of my life, I am now ready to spend some time
enjoying my family. Therefore, I believe the timing is right for
me to reduce my involvement in day-to-day operations, while
remaining active on the Board as Chairman and assisting with the
transition. I am thankful to have served with a great management
team, and I am pleased to turn over the reins to Ken."

Mr. Rowe continued, "During the last five years, Ken, the
management team and I have collaborated successfully to transition
our Company's focus toward paying down our debt and growing
earnings and cash flow by directing our attention to our most
profitable businesses. One significant result is that we have
improved our capital structure to one of its strongest points
ever. I have great confidence in Ken's abilities, integrity, and
expertise in our industry and in the strength and dedication of
our management team to continue the successes we have enjoyed in
recent years. I am very confident that Ken will continue to lead
our executive management team in implementing the strategies we
developed, and this Company will remain on course."

Mr. Budde joined Stewart 20 years ago and served five years as a
divisional financial officer in the Southern Division. In 1989, he
was brought to the corporate offices to help prepare the Company
for its 1991 initial public offering and served as Senior Vice
President of Finance, Secretary and Treasurer until 1998. Since
then, he has served as the Company's Chief Financial Officer and a
member of the Board of Directors and has played an integral role
in establishing and executing the Company's strategic plan.

Kenneth C. Budde, Interim Chief Executive Officer, stated, "I am
happy to take on the role of CEO while the Board performs its
comprehensive review of internal and external candidates. I look
forward to participating proactively as a candidate in the
process. Bill and I have worked closely for many years, and I
expect this transition to be seamless. Bill has done an
outstanding job as CEO and leaves the Company in excellent
condition both financially and operationally."

                   About the Company

Founded in 1910, Stewart Enterprises (Fitch, BB+ Secured Bank
Credit Facilities and BB- Subordinated Debt Ratings, Stable) is
the third largest provider of products and services in the death
care industry in the United States, currently owning and operating
290 funeral homes and 148 cemeteries. Through its subsidiaries,
the Company provides a complete range of funeral merchandise and
services, along with cemetery property, merchandise and services,
both at the time of need and on a preneed basis.


SUNAMERICA CBO: Fitch Rates 67.47% of Bonds Held at CCC+ or Lower
-----------------------------------------------------------------
Fitch Ratings affirms the ratings of the second priority senior
notes issued by SunAmerica CBO, Ltd., which closed Sept. 11, 1996.
SunAmerica CBO is a collateralized bond obligation supported by
high yield bonds.

     --$43,000,000 second priority fixed-rate notes 'BBB-'.

Fitch reviewed the credit quality of the individual assets
comprising the portfolio, and discussed the transaction's
performance with AIG Global Investment Corp., the asset manager.

According to the May 10, 2004 trustee report, the collateral
includes $38.41 million (74.43%) defaulted assets. The deal
currently contains another 67.47% assets rated 'CCC+' or below.
The second priority overcollateralization test is passing at
128.7%% with a trigger of 108%.


SUPERIOR ESSEX: Tarboro Plant to Benefit from Belden Acquisition
----------------------------------------------------------------
Superior Essex Inc. (OTC Bulletin Board: SESX) announced it has
completed its acquisition of selected assets of Belden Inc.'s
(NYSE: BWC) North American communications wire and cable business.

The Company plans to increase manufacturing capacity at its
Tarboro, North Carolina facility to meet the expected rise in
volume from the assumption of Belden's customer contracts.  The
facility will receive a portion of the machinery and equipment
purchased from Belden's Phoenix, Arizona and Fort Mill, South
Carolina plants, both increasing capacity and allowing for
improved efficiencies.  The Tarboro plant is also expected to add
a minimum of 130 new jobs.

"I'm very excited about the Belden acquisition, which should
result in dramatic improvements in our capacity utilization and
new jobs for the Edgecombe County community," said Bob Kleesattel,
Tarboro plant manager.

                     About Superior Essex

Superior Essex Inc. is one of the largest North American wire and
cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior Essex manufactures a broad
portfolio of wire and cable products with primary applications in
the communications, magnet wire, and related distribution markets.
The Company is a leading manufacturer and supplier of copper and
fiber optic communications wire and cable products to telephone
companies, distributors and system integrators; a leading
manufacturer and supplier of magnet wire and fabricated insulation
products to major original equipment manufacturers (OEM) for use
in motors, transformers, generators and electrical controls; and a
distributor of magnet wire, insulation, and related products to
smaller OEMs and motor repair facilities. Additional information
can be found at http://www.superioressex.com/

                         *   *   *

As reported in the Troubled Company reporter's March 31, 2004
edition, Standard & Poor's Ratings Services said it affirmed its
'B+/Stable/--' corporate credit rating, its 'B+' secured debt
rating, and its 'BB' senior secured bank loan rating on Atlanta,
Georgia-based Superior Essex Inc. At the same time, Standard &
Poor's assigned its 'B' rating to Superior Essex's proposed $275
million senior unsecured notes due 2012.

The corporate credit rating reflects a below average business
profile, characterized by cyclical operating volatility and low
profitability and returns, partially offset by a solid financial
profile for the rating, and strong market positions in certain
segments of the cable and wire industry.


SWEETHEART: S&P Withdraws Ratings After Solo Cup Acquisition
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Sweetheart Holdings Inc. and its subsidiaries. This action follows
Solo Cup Co.'s acquisition of Sweetheart and the repayment of all
Sweetheart's debt.

As previously reported, Standard & Poor's Ratings Services raised
its corporate credit ratings on Owings Mills, Maryland-based
Sweetheart Holdings Inc. and its wholly owned subsidiary
Sweetheart Cup Co. Inc. to 'CCC+' from 'SD', or selective default,
following its refinancing.


TANGER FACTORY: Sells Two Small Non-Core Centers for $6.98 Million
------------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) has completed the
sale of two small non-core outlet centers totaling 61,745 square
feet located in North Conway, New Hampshire for a total cash sales
price of $6.98 million. After the deduction of all closing costs,
Tanger will receive net proceeds of approximately $6.5 million and
expects to recognize a net gain on the sale of the properties of
approximately $2.2 million. Tanger originally developed these
properties in the late 1980's.

The centers which were sold are currently 100% occupied and are
generating average tenant sales of approximately $220 per square
foot. These centers represent less than 1% of the Company's gross
leasable area and its net operating income. The Company had taken
the potential sale of these two properties into consideration when
it affirmed its earnings guidance at the end of the first quarter.

Stanley K. Tanger, Chairman of the Board and Chief Executive
Officer stated, "We felt it was an opportune time to divest
ourselves of these two properties in North Conway, New Hampshire.
Tanger will continue to manage two other outlet centers in the
market. The proceeds from the sale of these centers will generate
capital to invest in new development opportunities, expansions of
existing centers, the acquisition of existing outlet centers, or
to reduce outstanding debt. The sale of these two properties is an
example of our Company's continuing efforts to aggressively manage
our assets and to increase shareholder value."

                       About the Company

Tanger Factory Outlet Centers, Inc. (NYSE: SKT) (S&P, BB+
Corporate Credit Rating, Stable), a fully integrated, self-
administered and self-managed publicly traded REIT, presently has
ownership interests in or management responsibilities for 38
centers in 23 states coast to coast, totaling approximately 9.3
million square feet of gross leasable area. For more information
on Tanger Outlet Centers, visit http://www.tangeroutlet.com/


UNIGLOBE.COM: Alberta Commission Orders 15-Day Cease Trade
----------------------------------------------------------
The Alberta Securities Commission issued an Interim Cease Trade
Order effective for 15 days against Uniglobe.com Inc.

The Interim Cease Trade Order was issued as a result of failure to
file certain required financial information. A hearing has been
set for June 18, 2004 at 9:30 a.m. in the Alberta Securities
Commission hearing room on the 4th Floor, 300 - 5th Avenue,
Calgary, Alberta.

The Alberta Securities Commission is the industry funded
regulatory agency responsible for administering the Alberta
Securities Act. Its mission is to foster a fair and efficient
capital market in Alberta and, together with the other members of
the Canadian Securities Administrators, develop and operate the
Canadian Securities Regulatory System.

Uniglobe.com Inc., (TSX Venture:UTO.B and OTCBB:UGTRF), which is
reorganizing under the Companies' Creditors Arrangement Act in
Canada, offers leisure and business travelers direct access to
air, car, hotel, cruise and vacation products through its Web site
at http://www.uniglobe.com/


UNIREX CORP: Alberta Securities Commission Orders Cease Trade
-------------------------------------------------------------
The Alberta Securities Commission issued Interim Cease Trade
Orders effective for 15 days against UNIREX Corporation.

The Interim Cease Trade Orders were issued as a result of failure
to file certain required financial information. A hearing has been
set for June 18, 2004 at 9:30 a.m. in the Alberta Securities
Commission hearing room on the 4th Floor, 300 - 5th Avenue,
Calgary, Alberta.

The Alberta Securities Commission is the industry funded
regulatory agency responsible for administering the Alberta
Securities Act. Its mission is to foster a fair and efficient
capital market in Alberta and, together with the other members of
the Canadian Securities Administrators, develop and operate the
Canadian Securities Regulatory System.

UNIREX Corporation was founded in Huntsville Alabama in 1987 as a
private company delivering contract engineering and software
services to Huntsville based Government Agencies that include the
U.S. Army Missile Command and NASA at the Marshall Space Flight
Center. In addition UNIREX developed, licensed and distributed its
proprietary software to the Power Generation Industry at operating
Nuclear Power Stations throughout the U.S. and Canada. Over the
years of successful business the company established itself as a
technology leader in software development for enterprise
applications using the latest technology. Several products
developed and licensed by UNIREX are still in use today by the
largest utility company in North America and are based on Oracle
technology and proprietary UNIREX programs and data management
expertise for Operations Management, Asset Optimization and
Equipment and Worker Protection. These products are recogonized
under the barnd name of TRAKER and OSPM. In 1994, UNIREX began
development on a new family of software products that are
recogonized today under the UniPoll registered brand. The
commercialization of the UniPoll products for Vendor Managed
Inventory and Supply Chain Management have lead the way for
significant growth with major corporations on a global basis.
UNIREX continues with development in order to maintain its
competitive advantage and technology leadership position in this
field.

At September 30, 2003, UNIREX Corporation's balance sheet shows a
total shareholders' deficit of $71,860 compared to a deficit of
$246,860 at September 30, 2002.


UNITED AIRLINES: Increases Existing Fuel Surcharge To $15 Each Way
------------------------------------------------------------------
United Airlines (OTCBB: UALAQ) has increased its existing $10
each way fuel surcharge to $15 each way, effective immediately.

"Fuel costs have reached historical highs," said John Tague,
executive vice president - Marketing, Sales and Revenue.  "Through
a disciplined process, United has made remarkable progress in
reducing its overall cost structure.  Now we are being equally
disciplined and responsive in making every reasonable effort to
mitigate today's challenging fuel environment."

The fuel surcharge applies to fares in First, Business,
Unrestricted and some discounted Economy classes, as published,
for travel in the 50 United States, Puerto Rico, the U.S Virgin
Islands and Canada.  The increase also applies to all negotiated
fares where the surcharge exists, for example, Cruise and
Corporate fixed fares.  United is also adding the $15 fuel
surcharge on negotiated fares that do not currently have the
surcharge, such as Wholesale and Meeting fares.

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


US AIRWAYS: Wants Approval Of Codesharing Deal With Bahamasair
--------------------------------------------------------------
U.S. Airways filed an application with the U.S. Department of
Transportation to begin codesharing with Bahamasair, the flag
carrier of the Islands of the Bahamas, later this summer.

Subject to government approval, the proposed agreement will
encompass reciprocal frequent flyer program benefits and
codesharing on 48 daily flights between the U.S. and the Bahamas,
as well as intra-Bahamian flights, including new service for U.S.
Airways customers to Governors Harbour, George Town, Treasure Cay
and San Salvador.

Bahamasair customers will be able to travel to new U.S. gateways,
including Boston, Charlotte, N.C., New York's LaGuardia Airport,
Philadelphia and Ronald Reagan Washington National Airport, as
well as make single-ticket connections to U.S. Airways' nearly 200
destinations.

"We are very excited to become Bahamasair's first codeshare
partner, expanding our breadth of service in the Caribbean
region," said N. Bruce Ashby, U.S. Airways senior vice president
of alliances.  "Bahamasair will offer our customers multiple
daily connections to the secluded pink sand beaches of the Out
Islands of the Bahamas, bringing paradise that much closer to
home."

"We welcome this opportunity to partner with U.S. Airways on this
codeshare initiative, which repositions Bahamasair as a vehicle to
generate inbound air stopover visitors to the Islands of the
Bahamas from numerous U.S. Airways gateways," said Van Diah,
Bahamasair deputy general manager - commercial.

Bahamasair, the national flag carrier of the Bahamas, operates
daily from Nassau to 20 Bahamas destinations and four Florida
destinations, in addition to service into Providenciales, Turks
and Caicos Islands.  For more information, call 1-800-222-4262 or
visit our Web site at http://www.bahamasair.com/(US Airways  
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORPORATION: Court Appoints David Geronemus As Mediator
-----------------------------------------------------------
Pursuant to Section 105(a) of the Bankruptcy Code and
Del.Bankr.LR 9019-3(a), the United States Bankruptcy Court for
the District of Delaware appoints David Geronemus, Esq., of JAMS,
as the mediator in USG's Chapter 11 cases.  Mr. Geronemus will
conduct mediation and all related activities as authorized by the
Court.

Mr. Geronemus will be compensated $550 per hour, subject to any
general increase in the Mediator's rate instituted by JAMS, plus
reimbursement of necessary, out-of-pocket expenses.  Payments to
the Mediator will not be subject to the fee application or fee
auditor review process in the Debtors' Chapter 11 cases.

The scope of mediation will be determined by the Mediator in
consultation with the parties.  The Mediation will include the
Debtors' alleged asbestos personal injury liability and the
potential terms of a reorganization plan.

The Court may expand or reduce the scope of mediation in its
discretion at any time after notice and hearing.  The Court may
also terminate the mediation or the appointment of the Mediator
at any time after notice and a hearing, or upon the Mediator's
filing of a written statement with the Court that further efforts
at mediation are not worthwhile.

The mediation process will commence immediately.  The parties
will discuss with each other and with the Mediator the form,
substance, timing, and other elements of the Mediation.  All oral
and written information and communications exchanged, disclosed,
produced, or made in connection with the Mediation will be
subject to a protective order prohibiting access by any third
party and will be deemed shared in furtherance of settlement
discussions subject to Federal Rule of Evidence 408.  The
Mediator will not disclose to the Court any of the substance of
the Mediation.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones, Day, Reavis & Pogue represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $3,252,000,000 in assets and
$2,739,000,000 in debts. (USG Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WEIRTON STEEL: Employs Consultants To Wind Up Affairs
-----------------------------------------------------
In accordance with Weirton's Asset Purchase Agreement with ISG
Weirton, Inc., all Weirton employees will either become employees
of ISG Weirton or be terminated as of the Closing.  To accomplish
the wind-down of the Debtors' estates, Weirton's board of
directors decided on April 15, 2004, to permit Weirton officers
to either:

   -- consummate the Sale and wind up corporate affairs
      thereafter as required by applicable law; or

   -- designate in writing a person or persons responsible for
      the wind up of those affairs.

By a May 12, 2004 letter, D. Leonard Wise, Weirton's Chief
Executive Officer, designated Robert Fletcher, the Controller of
Weirton, as the individual responsible for the wind up of the
businesses and affairs of Weirton and its subsidiaries.

According to Robert G. Sable, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, there are a number of discrete, but
important remaining tasks required of the Debtors' estates.  The
wind-down of the estates includes:

   (a) disposing of certain assets not acquired by ISG Weirton;

   (b) resolving disputed claims, both administrative claims and
       prepetition secured and priority claims;

   (c) administering certain employee-related benefits and
       winding up various programs;

   (d) filing final tax returns;

   (e) developing, confirming and handling distributions to
       creditors under the liquidating plan that is required to
       be filed on or before June 7, 2004; and

   (f) discharging certain other legal obligations.

By this motion, the Debtors seek the Court's authority to employ
and compensate consultants to handle the liquidation of the
Debtors' bankruptcy estate.

Mr. Fletcher has selected a group of 13 former Weirton employees,
in addition to himself, to serve as Consultants.  The selected
Consultants and their corresponding rates are:

     Name                             Rate              Term
     ----                             ----              ----
     Beadling, Susan             $1,350/wk             13/wk
     Del Re, Michael              1,497/wk              6/wk
     Durazio, Eugene              1,363/wk              4/wk
     Fletcher, Robert             3,746/wk             26/wk
     Forbes, Jonathan               998/wk              8/wk
     Jones, Adam                  1,358/wk             13/wk
     Kaplan, Mark                   198/hr         As Needed
     Kubrick, Kenneth             2,424/wk             13/wk
     Littell, Dennis              2,004/wk              6/wk
     Nadolny, Edward              1,511/wk              6/wk
     Rich, Peter                  3,568/wk             26/wk
     Synder, Howard               3,035/wk             26/wk
     Wise, D. Leonard        Expenses Only         As Needed
     Zambon, Mary Jo              1,149/wk              4/wk

In addition to the compensation rate provided, the holders of
$118,242,300 aggregate principal amount of the 10% Senior Secured
Notes and $27,348,000 aggregate principal amount of Secured
Pollution Control Revenue Refunding Bonds, pursuant to the
settlement and lockup agreement approved by the Bankruptcy Court
on May 5, 2004, agreed to as much as a $400,000 carve-out -- the
Bonus Pool -- from the recovery of the Noteholders under the
Sale.  Other than Mr. Kaplan, who will not receive a portion of
the Bonus Pool, all Consultants other than Messrs. Fletcher,
Snyder and Rich will receive distributions from the Bonus Pool of
10% of the consideration each Consultant receives during the
course of their engagement as Consultant.  Mr. Fletcher will
receive the greater of $100,000 or 50% of the balance of the
Bonus Pool after payment of the 10% Bonuses, and each of Messrs.
Snyder and Rich will receive 25% of the balance of the Bonus Pool
after the payment of the 10% Bonuses.

The Debtors reserve the right to extend the term of a particular
Consultant's Consulting Agreement as circumstances may dictate.
Likewise, the Debtors reserve the right to retain additional
clerical help as and when needed.

Mr. Sable contends that the Consultants are central to the
successful wind-down of the Debtors' estates in a manner that
maximizes the recovery for creditors.  By agreeing to work for
the benefit of the Debtors' estates, the Consultants will give up
the opportunity to seek alternative employment during the period
of each Consultant's arrangement.  Continuing work for the
benefit of the estates does not provide the Consultants, by
definition, with job security and opportunity for job
advancement.  Mr. Sable points out that the Debtors' estates need
the Consultants, and their collective expertise and unique
institutional knowledge to wrap up the estates' affairs
efficiently and quickly.

If the Debtors are unable to retain the Consultants, they would
need to retain outside professionals unfamiliar with the Debtors,
their remaining assets, or the factual underpinnings of disputed
claims, thereby needlessly wasting the estates' limited remaining
resources.  Utilizing the services of former employees as
Consultants is the most cost-effective method.

                          *     *     *

Judge Friend approves the Debtors' request.  The Court also
authorizes Mr. Fletcher, without further action or resolution by
any Debtor's board of directors or managing member, as the case
may be, to take all actions and execute all documents necessary
and appropriate for the Debtors to file and consummate a plan of
liquidation, including but not limited to liquidating the
Debtors' assets, settling or compromising claims or controversies
of or against the Debtors' estates, administering or terminating
benefit plans, and filing tax returns. (Weirton Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


W.R. GRACE: Taps Latham & Watkins as Special Environmental Counsel
------------------------------------------------------------------
The W.R. Grace & Co. Debtors seek the Court's authority to employ
Latham & Watkins, LLP, as special environmental counsel.  

Latham has been the Debtors' longtime legal advisor with respect
to liability and responsibility for historical environmental
contamination at a facility located in Fords, New Jersey, that
was formerly owned and operated by W. R. Grace & Co.-Conn., and
with respect to environmental regulatory requirements related to
the remediation of that site.  This includes all matters related
to the Debtors' liabilities and responsibilities under a
directive issued by the New Jersey Department of Environmental
Protection and under a settlement agreement entered into with
Hatco Corporation, the current owner and operator of the Fords
site.

                     The Fords Contaminations

From 1959 until 197S, Grace operated a chemical manufacturing
business in Fords.  It produced phthalic anhydride, plasticizers,
benzyl chloride, sebacic acid, capryl alcohol, synthetic
lubricants and by-products of these chemicals.  In 1978, it sold
the operation to Hatco.  Contamination of the property is
believed to have occurred prior to and after Hatco took over the
facility.  Presently, soils, lagoon and stream sediments, surface
water, and groundwater exhibit concentrations of polychlorinated
biphenyls and phthalates, among other constituents, in excess of
applicable remediation criteria.  Among the environmental
conditions to be addressed during remediation, plumes of light
non-aqueous phase liquids exist within the production areas.

                 NJDEP's Actions and Hatco Suit

The NJDEP issued a directive letter to Hatco and Grace on
July 22, 1992, directing the parties to perform a Remedial
Investigation and Remedial Action of the site pursuant to the New
Jersey Spill Compensation and Control Act.  The NJDEP then
entered into an Administrative Consent Order with Hatco in
September 1992.  Both agency actions required the investigation
and remediation of the site.  Hatco began operations to clean up
the site, and then sued Grace for reimbursement, alleging
liability under the Spill Act and the CERCLA.  In a non-jury
trial, the district court found both Grace and Hatco responsible
under the Spill Act and the CERCLA.  Based on a number of
factors, the court allocated cleanup costs between the two
companies and entered a $12 million judgment against Grace.

                          The Settlement

Beginning in 1996, Grace participated in the remediation of the
site with Hatco.  In response to further litigation between the
parties, Grace and Hatco entered a settlement agreement on
July 1, 1996.  In March 2001, Grace and Hatco certified and
submitted to the NJDEP a Remedial Action Work Plan for the site.

After the Petition Date, Grace continued to fulfill its
obligations with respect to the site until September 2001 when
Grace sent a letter advising Hatco that Grace would not continue
with remedial work at the property because of the bankruptcy
proceeding.  On September 21, Hatco sent a response letter, with
a copy sent to the NJDEP, stating that Hatco expected Grace to
continue with the remedial work.  On September 28, the NJDEP
issued a letter to Hatco and Grace responding to the RAWP
submitted in March 2001.  If fully implemented as directed by the
NJDEP, the cost of the remedial action at the site could approach
$100 million.

                        Liability Buy-Out

In response to the September 28, 2001 letter from the NJDEP and
the filing of a proof of claim by Hatco, the Debtors, with the
assistance of Latham, sought to resolve the Debtors' liability
and responsibility in connection with the contamination at the
site in a cost-effective manner through a third party
environmental liability buy-out.  Latham assisted the Debtors in:

       -- identifying a liability buy-out contractor;

       -- negotiating an agreement with that contractor;

       -- negotiating with the NJDEP and the United States
          Environmental Protection Agency regarding the remedial
          action requirements;

       -- negotiating the insurance policy backing the liability
          buy-out; and

       -- drafting release and settlement documents to effect the
          buy-out with the State of New Jersey and Hatco.

As a consequence, Latham is intimately familiar with the complex
legal issues that have arisen and are likely to arise in
connection with the resolution of the Debtors' liability and
responsibility for environmental contamination at the site under
the directive and settlement.

                             Services

The Debtors currently seek to employ Latham to:

       (a) advise them, their counsel and their Board of
           Directors as to environmental issues involved at the
           site;

       (b) act as their counsel in the litigation involving their
           obligations arising out of environmental matters at
           the site or administrative proceedings; and

       (c) provide other related services as they may deem
           necessary or desirable.

Latham will not serve as general bankruptcy and reorganization
counsel to the Debtors.

                           Compensation

The primary members of Latham who will be handling these matters,
and their current hourly rates, are:

           John McGahren                      $475
           Laurie Droughton Matthews           455
           Jeffrey LeJava                      360

                        Disinterestedness

John McGahren, a partner in Latham's Newark, New Jersey, office,
assures the Court that Latham is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.  Other
than the representation of the Debtors in connection with the
Fords site, Mr. McGahren says that Latham and certain of its
partners, counsel and associates have performed services in the
past, now, and may in the future for entities that are claimants
or equity holders of the Debtors -- but these matters are totally
unrelated to the Debtors' Chapter 11 cases.

Mr. McGahren notes that Latham currently represents Bank of
America in connection with a DIP credit facility provided by the
Bank and a syndicate of lenders to W. R. Grace & Co.  Latham has
the consent of both the Bank and Grace with respect to any actual
or potential conflict of interest arising out of its continued
representation of these parties.  Latham has established an
"ethics wall" to insulate all attorneys, paraprofessionals and
secretaries involved in the firm's representation of the Bank
from all attorneys, paraprofessionals and secretaries involved in
Latham's representation of Grace.

Latham is also representing Indmar Products, Inc., Richard C.
Rowe, Donna M. Rowe, and Hoffman Products Co., Inc., in
connection with a dispute between the Rowe Entities and W. R.
Grace & Co.-Conn. involving the enforcement of a Settlement and
Indemnity Agreement, and a letter of credit that was posted to
secure Grace's obligations under it.  A waiver has been given by
Grace-Conn. for this representation.

Additionally, Latham represents Ernst & Young, LLP, in connection
with its employment by the Debtors in their cases.  Latham acts
as counsel to E&Y in many bankruptcy matters where E&Y is
retained as a professional. (W.R. Grace Bankruptcy News, Issue No.
63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Kroll Expands Restructuring Capabilities in Europe
----------------------------------------------------
Kroll Inc. (NASDAQ: KROL), the global risk consulting company,
announced that its Corporate Advisory & Restructuring Group has
expanded its capabilities in Europe by recruiting an established
corporate recovery practice in France and establishing an alliance
with a German restructuring and insolvency firm.

Nicolas de Germay, previously the head of KPMG's Corporate
Recovery practice in France, and Emmanuell Bonnaud, a partner in
that practice, together with their team of restructuring
professionals and support staff are joining Kroll.

Kroll has also concluded an alliance with Thierhoff, Illy &
Partner, a leading German restructuring and insolvency firm who
will work exclusively with Kroll on cross-border restructuring
engagements in Germany.

Simon Freakley, global head of Kroll's Corporate Advisory &
Restructuring Group, commenting on the two deals, said, "The
addition of these two teams to our European network significantly
strengthens Kroll's ability to support UK and US investors in
Europe, enabling us to offer clients a complete spectrum of
professional advice and solutions to complex corporate problems.

"Nicolas de Germay and his team are well established and highly
regarded practitioners in France. Thierhoff, Illy's expertise
complements the advisory and interim management skills already
available to clients through our association with GCI Management
in Germany."

"Adding these independent practices to our existing European
presence makes us even better positioned to provide innovative
solutions to investors in these major world economies. It is clear
that our independence from audit and tax practices, which
significantly reduces the risk of conflict, is increasingly
desirable to clients."

Nicolas de Germay and Emmanuel Bonnaud were Corporate Recovery
partners in KPMG France with a staff of 20 legal, accountancy and
restructuring professionals in Paris. Nicolas de Germay
specialises in devising corporate strategies and restructuring
packages and is also the current chairman of the French Society of
Turnaround Professionals (ARE). Emmanuel Bonnaud has extensive
experience in working with insolvent businesses and also
undertakes informal business reviews and restructuring
assignments.

Thierhoff, Illy & Partner was recently founded by Michael
Thierhoff, Thomas Illy, Renate Muller, Astrid Nestler, and Axel
Roth all of whom were most recently partners at Haarmann
Hemmelrath. Michael Thierhoff and Thomas Illy's previous
experience included many years of service at Arthur Andersen. They
lead a team of 25 operating from offices in Frankfurt/Main and
Leipzig.

                        About Kroll's
            Corporate Advisory & Restructuring Group

A leader in both the European and North American markets, Kroll's
Corporate Advisory & Restructuring Group offers operational
turnaround, strategic advisory, financial management, corporate
finance, corporate recovery services and cross-border
restructuring services through Kroll Ltd., which is headquartered
in London, and Kroll Zolfo Cooper LLC which is headquartered in
New York.

          About Nicolas de Germay & Emmanuel Bonnaud

Nicolas de Germay

Nicolas de Germay was Managing Partner of KPMG Corporate Recovery,
France. He has a PHD in finance, Master in business and finance
(IEP Paris-Sciences-Po).

Nicolas specialises in devising corporate strategies and
restructuring packages. He has experience in operating and
managing insolvent firms, the acquisition of troubled firms,
financial diagnostics and refinance through negotiation with
creditors. In addition, Nicolas has acquired a wide experience of
the capability of management teams to restructure their business.

He is also Chairman of the French Society of Turnaround
Professionals (ARE).

Emmanuel Bonnaud

Emmanuel Bonnaud was a partner in KPMG's Corporate Recovery,
France. He has a MBA, HEC Group, Master in business and finance
(IEP Paris-Sciences-Po), Master of Law.

Emmanuel has experience in monitoring and operating insolvent
firms. He also works on restructuring packages (Independent
Business Reviews, restructuring plans), and on conception and
review of robust business plans. Emmanuel also has significant
experience in the diagnosis of the competence of management teams
to turnaround their business. He has a two-year experience of
working for a major European sporting goods retailer and has also
worked in Germany and Belgium.

               About Thierhoff, Illy & Partner

Founded in January 2004 as a "Partnerschaftsgesellschaft"
Thierhoff Illy & Partner incorporate legal, tax and accounting
advisory expertise to support crisis management, restructuring and
insolvency assignments, operating out of offices in Frankfurt and
Leipzig.

                     About Kroll Inc.

Kroll Inc. (NASDAQ: KROL), the world's leading independent risk
consulting company, provides a broad range of investigative,
intelligence, financial, security and technology services to help
clients reduce risks, solve problems and capitalize on
opportunities. Headquartered in New York with more than 60 offices
on six continents, Kroll has a multidisciplinary corps of more
than 2,600 employees and serves a global clientele of law firms,
financial institutions, corporations, non-profit institutions,
government agencies and individuals. Kroll has four business
groups: (1) Background Screening, which provides employee,
mortgage and resident screening, substance abuse testing, and
identity theft services; (2) Consulting Services, which provides
investigations, intelligence, security, forensic accounting,
litigation consulting, and valuation services; (3) Corporate
Advisory & Restructuring, which provides corporate restructuring,
operational turnaround, strategic advisory services, financial
crisis management, and corporate finance services; and (4)
Technology Services, which provides data recovery, electronic
discovery, and computer forensics services and software. For more
information, please visit: http://www.krollworldwide.com/

                           *********

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 ***