TCR_Public/040611.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 11, 2004, Vol. 8, No. 116

                           Headlines

ADELPHIA BUSINESS: Inks Stipulation To Assume Comcast Cable Pacts
ALLIED DEVICES: Board Unanimously Approves Forward Stock Split
AMERCO: S&P Rates Corp. Credit at B+ & Sr. Secured Notes at BB
ARMOR HOLDINGS: Raises $141.5 Million From Share Offering
AVAYA: Completes $111 Million Stock Contribution to Pension Plan

BEAR STEARNS: Fitch Affirms Low-B Ratings on 5 1999-WF2 Classes
BUSH INDUSTRIES: Has Until Plan Confirmation to Decide on Leases
CALPINE CORPORATION: CPUC Approves Tolling Pact with San Diego Gas
CHESAPEAKE ENERGY: Declares Increased Common Stock Dividend
CHURCH & DWIGHT: S&P Affirms 'BB' Rating Following Refinancing

CLAREMONT PROJECT: Section 341(a) Meeting Slated for June 14
COEUR: Wheaton Retorts Get Shareholder Support to Advance Bid
COGNISTAR CORP: Case Summary & 20 Largest Unsecured Creditors
COMM 2000-C1: Fitch Downgrades $4.5M Class N Rating To CC from CCC
CSAM FUNDING IV: S&P Assigns 'BB' Rating to Classes D-1 & D-2

COURTNEY EXCAVATING: Case Summary & Largest Unsecured Creditors
DELTA AIR: Names Greg Riggs as Senior VP - General Counsel
DISCOVERY INVESTMENTS: Addresses Unauthorized Berlin Stock Listing
DLJ COMMERCIAL: Fitch Rates 6 Series 2000-CF1 Classes at Low-Bs
ELCOM INT'L: Laurence Mulhern Returns as Chief Financial Officer

ENRON CORP: Wants Court Nod to Assume Oracle Executory Contracts
ENRON CORP: Commences Actions to Recover 30 Preferential Payments
ENRON CORP: Agrees to Settle Retail Disputes With 19 Parties
FLEMING COS: Court Okays Andrew Head, et al., Claim Settlement
GENERAL MARITIME: S&P Affirms Low-B Ratings & Removes Credit Watch

GEO SPECIALTY: Hires Conway Del Genio as Restructuring Advisor
GLOBAL INTERNET: ProUroCare Shareholders Gain Controlling Interest
GOLD KIST: S&P Places B Corporate Credit Rating On Watch Positive
GOOD HARBOR FILLET: Case Summary & 20 Largest Unsecured Creditors
HAVENS STEEL: Turns to KPMG for Accounting Work & Financial Advice

HOLLINGER INC: Catalyst Fund Asks Court to Investigate Company
HYLSA S.A.: S&P Raises Local & Foreign Currency Rating To B
I2 TECHNOLOGIES: Settles SEC Proceedings for $10 Million
IMAGIS TECHNOLOGIES: Roy Trivett Now Holds 14.1% Equity Stake
KAISER: Amending DIP Credit Pact to Facilitate Asset Dispositions

KMART CORP: Jaynes Wants Court to Compel $2,677,393 Claim Payment
LB-UBS COMMERCIAL: Fitch Affirms Junk Rating on 2001-2 Class P
MEDICALCV INC: Perkins Capital Discloses 16.9% Equity Stake
MESA AIR: Extends Stock Repurchase Program
METALDYNE: Explores with Dongfeng Joint Venture in China

MILACRON INC: Board OKs Stock Rights Offering of $2 Per Share
MIRANT: Court Modifies Stay Allowing Kern River To Set Off Claim
MJ RESEARCH: Gets Nod to Employ Ordinary Course Professionals
MOONEY AEROSPACE: Case Summary & 20 Largest Unsecured Creditors
NATIONAL CENTURY: Court Asked To Stay 3rd Round Discovery Order

NATIONAL WASTE: Gets Nod to Hire Blank Rome as Special Counsel
NEWPOWER: Wants to Make Interim Distributions to Shareholders
NEW WORLD PASTA: Taps Lisa J. Donahue from AlixPartners as New CEO
O'SULLIVAN IND: Rick A. Walters Succeeds Phillip J. Pacey as CFO
OMI CORPORATION: S&P Removes All Ratings From CreditWatch

OWENS CORNING: Committee Tells Why Trustee Should be Appointed
PACIFIC GAS: Inks Stipulation Allowing Bank Of America's Claims
PARMALAT: Utilities Say Debtors' Condition Continues to Worsen
PARMALAT GROUP: Kmart Wants $500,000 Critical Vendor Payment Back
PEGASUS: Court Agrees To Waive Investment & Deposit Guidelines

PEGASUS: Court Finds DIRECTV in Violation of Automatic Stay
PG&E NAT'L: Court Allows USGen Panel TO Pursue Claims Against NEG
PRAXIS PHARMACEUTICALS: Patch Energy Continues Texas Well Testing
PREFERRED RIVERWALK: Wants Until Oct. 31 to Make Lease Decisions
RASCALS INTL: Looks for More Capital Sources to Sustain Operations

RCN CORP: Asks Court to Authorize PwC's Retention as Auditors
RELIANCE: Bank Committee Proposes Plan Solicitation Procedures
SALOMON BROTHERS: Fitch Upgrades Class H & J Ratings to BB+/BB
SAMSONITE: Completes Private Offering of Euro 100MM Senior Notes
SAMSONITE CORP: 78% of 10-/4% Senior Debtholders Tender Notes

SAMSONITE CORP: First Quarter Net Loss Tops $7.1 Million
SENTAC INC: Voluntary Chapter 11 Case Summary
SLMSOFT INC: Toronto Stock Exchange Reviews Listing Compliance
SPEIZMAN INDUSTRIES: Looks for Schedules & Statements by June 22
SPIDERBOY INTERNATIONAL: Files Reorganization Plan with SEC

SR TELECOM: Finalizes Restructuring Plan for French Operations
TELESYSTEM INTERNATIONAL: S&P Places Ratings On Watch Positive
TRADE PARTNERS: Case Summary & 5 Largest Unsecured Creditors
UGS PLM: Keeps U.S. Corporate Headquarters in Dallas Area
UNUMPROVIDENT: S&P Cuts Ratings on Various Related Transactions

US AIRWAYS: Flight Attendants Still Undecided On Concessions
USG CORP: Asks for Authority To Assume Current Headquarters Lease
VIVENDI: Increases Price & Extends Consent Date of Tender Offer
WEIRTON: Texaco Concedes to Pay $500,000 to Settle Damage Claims
WORLDCOM INC: SEC Asks For Documents About KPMG's Independence

W.R. GRACE: Applies To Employ Baker Donelson As Lobbyists

* BOOK REVIEW: EPIDEMIC OF CARE - A Call For Safer, Better, and
               More Accountable Health Care

                           *********

ADELPHIA BUSINESS: Inks Stipulation To Assume Comcast Cable Pacts
-----------------------------------------------------------------
Comcast Cable Communications, LLC, licensed to Adelphia Business
Solutions, Inc. (ABIZ), the exclusive indefeasible use of miles of
fiber optic communications systems pursuant to certain agreements.
Comcast filed 72 unsecured proofs of claim in connection with
ABIZ's defaults in the Agreements.

In a Court-approved Stipulation between the parties, ABIZ agrees
to assume the Agreements subject to amendments and cure payments.  
The Amendments include:

   -- The term of each of the Agreements will expire on April 7,
      2024;

   -- The Calculation of Payments provision for each of the
      Agreements will be the same as that reflected in the
      Agreement pertaining to the Jacksonville, Florida market,
      subject to any non-substantive conforming changes necessary
      to reflect the parties' current practice in the applicable
      market; and

   -- The Schedule of Maintenance, Acceptance, and Documentation
      for all Agreements will be the same as that reflected in
      the Jacksonville Agreement, subject to any non-substantive
      conforming changes necessary to reflect the parties'
      current practice in the applicable market.

Comcast and the applicable Debtors will execute definitive
documentation to evidence the amendments to each of the
Agreements, and will work together to prepare As-Built drawings,
as soon as reasonably practicable, to reflect the Debtors'
existing fiber optic network in the Jacksonville, Florida market.  
The Debtors and Comcast agree that the Jacksonville Network
consists of the Debtors' assets, properties and fiber capacity
covered under the Jacksonville Agreement and all additional
capacity acquired thereafter.

In full satisfaction of (i) the cure obligations of the Debtors
under the Agreements, and (ii) the Comcast Claims, the Debtors
will pay to Comcast:

   -- $893,233; and

   -- 36 equal monthly installments of $40,574.

Nothing in the Stipulation, however, will relieve the applicable
Debtors of, or otherwise affect, any ordinary course of business
postpetition obligations arising under the Agreements that may
have accrued, but have not yet been invoiced or otherwise become
due and payable, including, but not limited to, those amounts due
as part of Comcast's annual maintenance charges under the
Agreements.

The parties will execute mutual releases.

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)


ALLIED DEVICES: Board Unanimously Approves Forward Stock Split
--------------------------------------------------------------
On May 4, 2004, the Board of Directors of Allied Devices
Corporation, now known as Deep Well Oil & Gas, Inc., unanimously
approved a forward stock split of its common stock at a ratio of
3:1 -- three new shares for every one share held.

The forward split became effective on May 14, 2004. After the
split, the Company has 37,011,468 shares of common stock issued
and outstanding.  Prior to the effective date of the split,
12,337,156 shares of common stock were outstanding.

In connection with the stock split Allied Devices increased its
authorized common shares in proportion to the forward stock split.
Its authorized common stock after the forward stock split consists
of 300,000,000 shares of common stock. Prior to the split, the
Company was authorized to issue 100,000,000 shares of common
stock. In connection with the forward split, Allied Devices
amended its Articles of Incorporation with the state of Nevada.
The Company did not obtain a shareholder vote of the forward stock
split and a shareholder vote was not required by Nevada law.

Deep Well Oil & Gas, Inc. -- whose total stockholders' deficit
tops $44,440 at March 31, 2004 -- and its former subsidiaries,
were engaged in the manufacture and distribution of standard and
custom precision mechanical assemblies and components throughout
the United States.

On February 19, 2003 the Company filed a petition for bankruptcy
in the United States Bankruptcy Court under Chapter 11 in the
Eastern District of New York titled "Allied Devices Corporation,
Case No. 03-80962-511". The Company emerged from bankruptcy
pursuant to a Bankruptcy Court Order entered on September 10,
2003 with no remaining assets or liabilities.

The terms of the bankruptcy settlement included (1) a reverse
common stock split of 30 shares of outstanding stock for one share
(2) increasing the authorized common capital stock from 25,000,000
to 50,000,000 shares with a par value of $.001 (3) a change in the
name of the Company from "Allied Devices Corporation" to "Deep
Well Oil & Gas, Inc." (4) and the authorization for the issuance
of 2,000,000 post split restricted common shares and 4,000,000
post split common shares in exchange for $50,000, which was paid
into the bankruptcy court by the recipients of the shares.

Restated and amended articles of incorporation completing the
terms of the bankruptcy have been filed in the state of Nevada.

Subsequent to the bankruptcy, on February 27, 2004, the Company
completed a forward stock split of two shares for each outstanding
share, with $.001 par value.


AMERCO: S&P Rates Corp. Credit at B+ & Sr. Secured Notes at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Reno, Nevada-based AMERCO. The outlook is stable.
At the same time, Standard & Poor's assigned its 'BB' senior
secured bank loan rating to the company's $550 million secured
bank facility, due 2009, its 'B+' rating to the company's $80
million senior secured notes, due 2009, and its 'CCC+' rating to
the company's preferred stock. The bank facility is rated two
notches above the corporate credit rating, with a recovery rating
of '1', indicating a high expectation of full recovery of
principal in the event of default.

Proceeds from the bank facility and senior secured notes were used
to repay a portion of the company's debtor-in-possession financing
obligations and payments to various creditors that allowed the
company to emerge from Chapter 11 on March 15, 2004.

"AMERCO's revenues and earnings are expected to improve modestly
over the intermediate term," said Standard & Poor's credit analyst
Kenneth Farer. "However, upside rating potential will be
constrained by a heavy debt burden, constrained financial
flexibility, and various ongoing investigations."

AMERCO is a holding company for its principal subsidiary, unrated
U-Haul International Inc., which represents approximately 80% of
AMERCO's consolidated revenues. AMERCO is also the parent of
Amerco Real Estate Company, which owns and manages most of
AMERCO's real estate assets, and two insurance companies--Republic
Western Insurance Co. and Oxford Life Insurance Co.

With a rental fleet of approximately 93,500 trucks and 85,000
trailers operating out of more than 14,000 locations, U-Haul is
the largest participant, by far, in consumer truck rentals in
North America. U-Haul focuses on the do-it-yourself movers.

Standard & Poor's expects internally generated cash and AMERCO's
credit facilities will be tight, though sufficient, to meet
operating, capital spending, and debt maturity needs.

AMERCO's $550 million bank facility is rated two notches higher
than the corporate credit rating on AMERCO, with a recovery rating
of '1', because of limitations of the borrowing base and
substantial asset coverage. The secured bank facility is comprised
of a $200 million revolving credit facility, which matures in
2009, and a $350 million amortizing term loan A, which matures in
2009. Amortization of term loan A is at the rate of 1% per year,
with the remaining balance due at maturity. The revolving credit
facility and term loan A are secured by a first-priority,
perfected lien on and security interest of substantially all
tangible and intangible assets and capital stock of the company.
The assets excluded from the collateral pool include the insurance
subsidiaries, TRAC Lease equipment, property for sale, and
proceeds in excess of $50 million from a lawsuit involving
PricewaterhouseCoopers.


ARMOR HOLDINGS: Raises $141.5 Million From Share Offering
---------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH) announced the successful pricing
of 4,000,000 primary shares of common stock at a price of $37.50
per share, raising approximately $141.5 million of net proceeds
for the Company.  In addition, certain of Armor Holdings'
directors and officers granted the underwriters a 30-day option to
purchase up to 600,000 secondary shares.

"Armor Holdings intends to use the net proceeds from the offering
of the shares sold by it to fund future acquisitions, to take
advantage of business development opportunities, and for general
corporate and working capital purposes, including the funding of
capital expenditures," said Robert Schiller, President and Chief
Operating Officer, Armor Holdings, Inc.   Armor Holdings will not
receive any proceeds from the sale of shares by any of its
directors or officers.

Goldman, Sachs & Co. acted as sole book-runner and Merrill Lynch &
Co., Wachovia Securities, J.P. Morgan Securities Inc., Friedman,
Billings, Ramsey & Co., Inc., and Wm Smith Securities,
Incorporated acted as co-managers for the offering.  A copy of the
final prospectus supplement relating to the offering may be
obtained from Goldman, Sachs & Co.  at 85 Broad Street, New York,
N.Y. 10004 (telephone 212-902-1000).

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and has been
declared effective.  

                      *   *   *

As reported in the Troubled Company Reporter's June 4, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Armor Holdings Inc. to positive from stable. At the same time,
Standard & Poor's affirmed its ratings, including the 'BB'
corporate credit rating, on the security products supplier.

"The outlook revision reflects Armor's improved financial
flexibility from a proposed common stock offering and solid
operating performance," said Standard & Poor's credit analyst
Christopher DeNicolo.


AVAYA: Completes $111 Million Stock Contribution to Pension Plan
----------------------------------------------------------------
Avaya Inc., (NYSE: AV) a leading global provider of communications
networks and services for businesses, said that it completed a
voluntary contribution of approximately $111 million of its common
stock to its pension plan.   Earlier the Securities and Exchange
Commission declared effective the Form S-3 registration statement
filed on May 24, 2004 that registers the shares of common stock
for resale by the pension plan.

Avaya funded the contribution with a combination of 2,448,602
shares of
treasury stock and a new issuance of 4,510,646 shares of common
stock. The number of common shares Avaya contributed was based on
the average of the opening and closing prices of Avaya common
shares on June 9, 2004 or $15.95 per share.

                      About Avaya

Avaya Inc. designs, builds and manages communications networks for
more than one million businesses worldwide, including more than 90
percent of the FORTUNE 500(R). Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol (IP) telephony systems and communications software
applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.  For more
information visit the Avaya website: http://www.avaya.com/

                     *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Standard & Poor's Rating's Services revised its outlook
on the rating of Avaya Inc. to positive from stable. The 'B+'
corporate credit and senior secured debt and 'B' senior unsecured
debt ratings were affirmed. The outlook revision reflects improved
profitability in recent quarters combined with reduced debt,
improving debt protection metrics and increased balance sheet
liquidity.


BEAR STEARNS: Fitch Affirms Low-B Ratings on 5 1999-WF2 Classes
---------------------------------------------------------------
Fitch upgrades Bear Stearns Commercial Mortgage Securities'
commercial mortgage pass-through certificates, series 1999-WF2 as
follows:

          --$43.2 million class B to 'AA+' from 'AA'.

In addition, Fitch affirms the following classes:

          --$210 million class A-1 'AAA';
          --$525.8 million class A-2 'AAA';
          --Interest only class X 'AAA';
          --$43.2 million class C 'A';
          --$10.8 million class D 'A-';
          --$27 million class E 'BBB';
          --$10.8 million class F 'BBB-';
          --$21.6 million class G 'BB+';
          --$16.2 million class H 'BB';
          --$8.1 million class I 'BB-';
          --$9.5 million class J 'B+';
          --$10.8 million class K 'B-';
          --$4.1 million class L remains 'CCC'.

Fitch does not rate the $5.1 million class M. The upgrade reflects
stable loan performance since issuance, as well as an increase in
credit enhancement as a result of loan payoffs and amortization.
As of the May 2004 distribution date, the pool's aggregate balance
has been reduced by 12.4%, to $946.3 million from $1.08 billion at
issuance.

Of concern in the transaction are the two loans (1.5%) in special
servicing. Currently, there is one loan (0.49%) that is real
estate owned (REO). The property is an industrial warehouse
located in San Jose, CA. The property's occupancy level had
declined following the expiration of the single tenant's lease.
The tenant signed a new lease, but now only occupies 52% of the
space. A loss is projected on this loan following its disposition
from the trust. The largest loan (1.01%) in special servicing,
currently 90+ days delinquent, is a retail center in Waterford
Township, MI. The current occupancy at the property is 42% as a
result of K-Mart rejecting their lease on their Builder's Square
store. Fitch projects a loss will be incurred at the time of
disposition from the trust.


BUSH INDUSTRIES: Has Until Plan Confirmation to Decide on Leases
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District of
New York, Bush Industries, Inc., obtained an extension of its
lease decision period afforded under 11 U.S.C. Sec. 365(d)(4).  
The Court gives the Debtors an open-ended extension until the date
on which its chapter 11 plan of reorganization is confirmed to
assume, assume and assign, or reject the unexpired nonresidential
real property leases.  However, the Debtor must decide on the
Fairmont Plaza Shopping Center lease by June 27, 2004.

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.


CALPINE CORPORATION: CPUC Approves Tolling Pact with San Diego Gas
------------------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced that the California
Public Utilities Commission (CPUC) has approved a tolling
agreement between Calpine and San Diego Gas and Electric (SDG&E)
that provides for the delivery of up to 600 megawatts of capacity
for ten years beginning in 2008.  Power delivered under the
contract will originate from Calpine's Otay Mesa Energy Center
currently under construction in San Diego County.

"[Wednes]day's CPUC decision marks an important milestone for
California," said Curt Hildebrand, Calpine's Vice President of
Marketing and Sales.  "This was the first successful competitive
bidding process employed by a California utility to provide for
its customers' long term power and reliability needs. As a result,
San Diego utility customers now have the security of knowing where
their power will be coming from, the assurance that it will be
environmentally superior compared to today's sources, and that it
comes at a reasonable and predictable cost."

Under the terms of the Calpine agreement, the natural gas-fired
Otay Mesa Energy Center will be in commercial operation no later
that January 1, 2008. SDG&E is responsible for fuel delivery and
the facility must meet strict performance and environmental
requirements under the contract.  In return, Calpine will receive
a $9.75 per kilowatt-month capacity fee as well as an operations
and maintenance fee.  The commercial terms of the Otay Mesa
contract were voluntarily disclosed by Calpine, the only bidder in
the SDG&E process to do so.

"California needs an open, fair, and transparent electricity
market where companies compete to drive down costs for the
ratepayers.  Calpine commends SDG&E for conducting this bid
process to ensure that the public gets the most reliable power, at
the very best price," Hildebrand added.  "In revealing the
financial terms of our successful bid, Calpine has provided the
public another level of checks and balances to ensure that they
are getting urgently needed new generation capacity at a
reasonable cost."

The CPUC decision validates the concept of fair and open
competition in the electricity marketplace and proves that private
investment in new power plants can succeed and reduce the cost of
electricity for ratepayers while assuring a clean, reliable supply
of power to meet California's growing needs. Moreover, a fair and
open market shifts the financial risks of increased power costs
and large capital investments away from ratepayers, and puts them
where they are best positioned: on private investors.

With CPUC approval of the agreement, the contract remains
contingent upon Commission approval of needed regional
transmission improvements proposed by SDG&E as well as a number of
other matters currently before the CPUC.
    
               Calpine, California's Power Company

Calpine has made an unprecedented $5 billion investment in
California's energy infrastructure through the construction and
operation of the State's newest, cleanest, and most efficient
fleet of power projects and California's second-largest natural
gas operation.  As well, Calpine is the State's single largest
producer of power from renewable resources, the first company to
license and construct a major California power project in more
than a decade, and is responsible for the first baseload
generation built in the San Francisco Bay Area in more than 30
years.  Since July 2001, Calpine has added almost 2,500 megawatts
of new capacity in California -- an accomplishment unmatched by
any other company in the energy industry.

Three projects now under construction will bring Calpine's
California portfolio to more than 5,800 megawatts, enough
electricity to power almost 6 million homes.  In addition, the
company has permitted another six California projects in
anticipation of the continued growth in demand for clean, cost-
effective generation in the state as well as the implementation of
sound state energy policy.
    
                         About Calpine

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


CHESAPEAKE ENERGY: Declares Increased Common Stock Dividend
-----------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) announced that its Board
of Directors has declared a $0.045 per share quarterly dividend
that will be paid on July 15, 2004 to common shareholders of
record on July 1, 2004, an increase of $0.01 per share from the
quarterly dividend paid on April 15, 2004. Chesapeake has
approximately 242 million common shares outstanding.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 4.125% Cumulative Convertible Preferred Stock, par
value $0.01. The dividend for the 4.125% preferred stock is
payable on September 15, 2004 to preferred shareholders of record
on September 1, 2004 at the quarterly rate of $10.3125 per share.  
Chesapeake has 313,250 shares of 4.125% preferred stock
outstanding with a liquidation value of $313.3 million.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 6.75% Cumulative Convertible Preferred Stock, par
value $0.01. The dividend for the 6.75% preferred stock is payable
on August 16, 2004 to preferred shareholders of record on August
2, 2004 at the quarterly rate of $0.84375 per share.  Chesapeake
has 2.998 million shares of 6.75% preferred stock outstanding with
a liquidation value of $150 million.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 5.0% Cumulative Convertible Preferred Stock, par
value $0.01. The dividend for the 5.0% preferred stock is payable
on August 16, 2004 to preferred shareholders of record on August
2, 2004 at the rate of $1.25 per share.  Chesapeake has 1.725
million shares of 5.0% preferred stock outstanding with a
liquidation value of $172.5 million.

In addition, Chesapeake's Board has declared a quarterly cash
dividend on Chesapeake's 6.0% Cumulative Convertible Preferred
Stock, par value $0.01. The dividend for the 6.0% preferred stock
is payable on September 15, 2004 to preferred shareholders of
record on September 1, 2004 at the quarterly rate of $0.75 per
share.  Chesapeake has 4.6 million shares of 6% preferred stock
outstanding with a liquidation value of $230 million.

Chesapeake Energy Corporation is one of the six largest
independent U.S. natural gas producers.  Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast and
Ark-La-Tex regions of the United States.  The company's Internet
address is http://www.chkenergy.com/  

                             *   *   *

As reported in the Troubled Company Reporter's May 24, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit rating on Chesapeake Energy Corp. and revised its
outlook on the company to positive from stable.

In addition, Standard & Poor's assigned its 'BB-' rating to
Chesapeake's $300 million senior unsecured notes due 2014.

Furthermore, Standard & Poor's lowered its rating on the
company's senior secured bank loan facility due 2008 to 'BB+' from
'BBB-', and assigned a recovery rating of '1' to the credit
facility.

"The outlook revision reflects the company's extensive and
increasing use of hedges to materially improve the stability of
cash flows," said Standard & Poor's credit analyst Kimberly
Stokes. "Chesapeake is able to lock in the benefits of the
currently favorable commodity price environment, which should in
turn lead to improving credit measures."

"For the ratings to improve, it is essential that management
consistently demonstrate both the ability and willingness to apply
excess cash flow to meaningful debt reduction," continued Ms.
Stokes.


CHURCH & DWIGHT: S&P Affirms 'BB' Rating Following Refinancing
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Church & Dwight following the closing of the
company's new $640 million senior secured bank facility. The
facility was used to refinance existing debt and to purchase the
remaining 50% of Armkel LLC the company did not already own.

Armkel's senior subordinated debt rating was raised to 'B+' from
'B', in line with Church & Dwight's ratings. Armkel's corporate
credit rating was withdrawn, as the company is now 100% owned by
Church & Dwight. All of Armkel's ratings are removed from
CreditWatch, where they were placed May 6, 2004. Approximately
$965 million of rated debt is affected by these actions.

"The ratings on Princeton, New Jersey-based Church & Dwight Co.
Inc. reflect its participation in the highly competitive personal
care segment of the consumer products industry, its lack of
geographic diversity, and its acquisitive nature," said Standard &
Poor's credit analyst Patrick Jeffrey. Partially mitigating these
factors are management's expected focus on reducing debt and the
successful growth of the company's product portfolio through
acquisitions. This strategy has expanded the Arm & Hammer brand
name into several household and personal care product lines,
such as detergents, toothpaste, cat litter, and deodorant.

Church & Dwight participates in the highly competitive personal
care sector of the consumer products industry. While it maintains
leading brands such as Arm & Hammer and Trojan, it competes
against much larger companies, such as Procter & Gamble Co. (AA-
/Stable/A-1+) and Colgate-Palmolive Co. (AA-/Stable/A-1+), that
have much greater resources to promote and market products. Church
& Dwight's operations are also less diverse geographically than
those of many of its competitors, as about 80% of its sales are in
the U.S.

The company has grown through acquisition. In 2003, it purchased
Unilever plc's (A+/Stable/A-1) oral care business, and in 2001, it
made its initial 50% investment in Armkel LLC. These acquisitions
have been integrated well and have strengthened the firm's
business position. However, this activity has also resulted in
higher leverage, which is currently at 3.8x following the Armkel
transaction, an increase from about 2.9x in 2001. Church &
Dwight has already been managing Armkel since 2001, thus the
integration risk is expected to be minimal.


CLAREMONT PROJECT: Section 341(a) Meeting Slated for June 14
------------------------------------------------------------
The United States Trustee will convene a meeting of Claremont
Project LLC's creditors at 1:30 p.m., on June 14, 2004, in
Room 1-159 at the Ronald Reagan Federal Bldg., 411 West Fourth
St., 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 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: Wheaton Retorts Get Shareholder Support to Advance Bid
-------------------------------------------------------------
Wheaton River Minerals Ltd. (AMEX:WHT) (TSX:WRM) issued a response
to the previous press release and statements made by Coeur d'Alene
Mines Corporation.

As reported in yesterday's edition of the Troubled Company
Reporter, Coeur d'Alene Mines Corporation (NYSE: CDE) made this
comment about the June 8 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."

                         *   *   *

Ian Telfer, Chairman and Chief Executive Officer of Wheaton, said:
"To date, our shareholders have not indicated any level of support
for the Coeur proposal. If Coeur believes that its proposal is
superior, Coeur can make an offer directly to our shareholders.
There are no agreements in place that preclude Coeur from
commencing a bid."

                    About Coeur d'Alene

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.


COGNISTAR CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cognistar Corporation
        aka Kansas City Technology, Inc.
        257 Turnpike Road, Suite 300
        Southborough, Massachusetts 01532

Bankruptcy Case No.: 04-11718

Type of Business: The Debtor provides legal education and
                  training online for executives, lawyers, and
                  professionals.  See http://www.cognistar.com/

Chapter 11 Petition Date: June 9, 2004

Court: District of Delaware

Debtor's Counsels: Adam G. Landis, Esq.
                   Kerri K Mumford, Esq.
                   Landis Rath & Cobb LLP
                   919 Market Street, Suite 600
                   Wilmington, DE 19801
                   Tel: 302-467-4400
                   Fax: 302-467-4450

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
William Stark                 Back Pay to trebling,     $323,000
490 Douglas Road              exceeds $57,000
Whitinsville, MA 01588        other pay under
                              contract exceeds
                              $266,000

Gil Rodrigues                 Claim for failure to      $177,083
                              provide severance
                              and benefits

Dearfoot LLC                  Rent                      $123,746

Dennis O'Leary                Wages, salaries, and      $109,500
                              commissions

Gregory LeStage               Claim for unpaid           $42,344
                              wages and expenses

Hale & Dorr, LLP              Legal Fees                 $33,095

Zeeo Interactive              AP Vendor                  $10,381

BlueCross BlueShield of       Insurance                   $8,396
Massachusetts

Alliance Consulting Group     Consulting                  $5,558

Northwestern University       Royalty Payment             $4,837

AIPLA                         Royalty Payment             $4,042

Schwartz Hannum               Consulting                  $3,968

University of Miami           Royalty Payment             $3,620

UVA Panel                     Royalty Payments            $3,332

Corban Financial Group        Consulting                  $2,906

Georgetown University         Royalty Payment             $2,781

Henry P. Stimpson             Public Relations            $2,648

ETRade Business Solutions     Consulting                  $2,620

Northern Business Machines    AP Vendor                   $2,425

LeBoeuf Lamb                  Prepaid Fees                $2,152


COMM 2000-C1: Fitch Downgrades $4.5M Class N Rating To CC from CCC
------------------------------------------------------------------
COMM's commercial mortgage pass-through certificate, series 2000-
C1, is downgraded by Fitch Ratings as follows:

               --$4.5 million class N to 'CC' from 'CCC'.

In addition, Fitch affirms the following classes:

               --$79.2 million class A-1 'AAA';
               --$542.9 million class A-2 'AAA';
               --Interest-only class X 'AAA';
               --$38.2 million class B 'AA';
               --$39.3 million class C 'A';
               --$13.5 million class D 'A-';
               --$25.8 million class E 'BBB';
               --$11.2 million class F 'BBB-';
               --$26.9 million class G 'BB';
               --$6.7 million class H 'BB-';
               --$6.7 million class J 'B+';
               --$10.1 million class K 'B';
               --$7.9 million class L 'B-';
               --$6.7 million class M remains at 'CCC'.

Fitch does not rate the $2.9 million class O certificates.

The downgrade of class N is the result of anticipated losses
expected upon liquidation of two loans currently in special
servicing. The pool's collateral balance has paid down 8.4% since
issuance to $823 million as of the May 2004 distribution date,
from $924 million at issuance.

Currently, there are three loans (1.3%) in special servicing. The
largest loan in special servicing is 6350 Court Street Road
(0.51%) in Dewitt, NY. The loan transferred to special servicing
in January 2003 as a result of the property's single tenant,
Intermedia Communications (whose parent company was MCI Worldcom),
vacating the premises. The property remains 100% vacant.
Foreclosure proceedings are expected to commence in the near
future.

Another specially serviced loan (0 44%) with expected losses is a
retail center located in Warren, OH. The property's occupancy
level has declined drastically from levels at issuance following
the bankruptcy filing in 2003 of the largest tenant who occupied
over 47% of the gross leasable area. A new tenant has since leased
a portion of the vacant space, but is receiving three years of
free rent, as the borrower hopes to attract additional tenants to
the center.

Fitch reviewed the credit assessments of the Crowne Plaza hotel
(10.6%) and the Crystal Park One (4.9%) loans.

The Crowne Plaza loan is the largest loan in the pool. It is
secured by a 46-story, 770-room hotel located in the Times Square
area of Manhattan. Although occupancy has remained stable since
issuance, Revenue per Available Room and the Average Daily Rate
have both declined. Based on data provided by Orix Capital
Markets, LLC, the Master Servicer, YE 2003 RevPar and ADR have
declined 10.9% and 12.8%, respectively. Fitch maintains a below
investment grade rating on this loan.

The Crystal Park loan is secured by an eleven-story office
building in Arlington, VA. While occupancy levels have declined
slightly since issuance as of YE 2003, the average rental rate has
increased, causing the performance to be consistent since
issuance. Fitch maintains an investment grade rating on this loan
based on the data provided by the master servicer.


CSAM FUNDING IV: S&P Assigns 'BB' Rating to Classes D-1 & D-2
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CSAM
Funding IV/CSAM Funding IV Corp.'s $549.5 million notes.

CSAM Funding IV/CSAM Funding IV Corp. is a CLO backed
primarily by senior secured loans.

The ratings are based on the following:

     -- Adequate credit support provided in the form of
        overcollateralization, subordination, and excess spread;

     -- Characteristics of the underlying collateral pool,      
        consisting primarily of senior secured loans;

     -- Hedge agreements entered into with an appropriately rated
        counterparty to mitigate the interest rate risk created by
        having certain fixed-rate assets and certain floating-rate
        liabilities;

     -- Scenario default rates of 37.83% for classes A-1, A-1V,
        and A-1NV, 33.02% for class A-2, 29.54% for classes B-1
        and B-2, 25.32% for classes C-1 and C-2, and 18.97% for
        classes D-1 and D-2; and break-even loss rates of 44.81%
        for classes A-1, A-1V, and A-1NV, 40.24% for class A-2,
        30.62% for classes B-1 and B-2, 25.77% for classes C-1 and
        C-2, and 23.82% for classes D-1 and D-2;

     -- Weighted average rating of 'B+';

     -- Weighted average maturity for the portfolio of 5.449
        years;

     -- S&P default measure (DM) of 3.60%;

     -- S&P variability measure (VM) of 1.85%;

     -- S&P correlation measure (CM) of 1.32%; and

     -- Rated overcollateralization (ROC) of 113.97% for classes
        A-1, A-1V, and A-1NV, 109.57% for class A-2, 104.54% for
        class B-1, 104.42% for class B-2, 101.86% for class C-1,
        101.77% for class C-2, 102.65% for class D-1, and 102.53%
        for class D-2.

Interest on the class B-1, B-2, C-1, C-2, D-1, and D-2 notes may
be deferred up until the legal final maturity of June 9, 2016,
without causing a default under these obligations. The ratings on
those notes, therefore, address the ultimate payment of interest
and principal.

                         Ratings Assigned
               CSAM Funding IV/CSAM Funding IV Corp.
   
          Class              Rating          Amount (mil. $)
          A-1                AAA                      319.00
          A-1V               AAA                        0.10
          A-1NV              AAA                      129.90
          A-2                AA                        32.50
          B-1                A                         19.00
          B-2                A                         14.00
          C-1                BBB                       16.50
          C-2                BBB                        7.50
          D-1                BB                         6.75
          D-2                BB                         4.25
          Subordinated notes N.R.                      50.50
          N.R.-Not rated.


COURTNEY EXCAVATING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Courtney Excavating & Construction, Inc.
             aka Courtney Excavating
             aka Courtney Construction
             aka Rock Quarries, LLC
             400 West 16th
             P.O. Box 587
             Mountain Grove, Missouri 65711

Bankruptcy Case No.: 04-61485

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Rock Quarries, LLC                         04-61488

Type of Business: The Debtor is an excavation contractor.

Chapter 11 Petition Date: June 9, 2004

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: 417-890-1000
                  Fax: 417-886-8563

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Courtney Excavating &       $1 M to $10 M      $1 M to $10 M
Construction, Inc.
Rock Quarries, LLC          $1 M to $10 M      $500,000 to $1 M

A. Courtney Excavating's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
APAC-Missouri Inc.            Lawsuit                   $317,556

D & E Plumbing and Heating    Open account               $82,725

Hertz Equipment Rental        Open account               $45,762

Scurlock Industries           Open account               $36,105

David Homer Concrete          Open account               $24,279

Coring and                    Open account               $14,778
Cutting-Springfield

Hunter Oil                    Lawsuit                    $13,884

Montgomery-Davidson           Open account               $10,395
Insurance

Missouri Employers Mutual     Open account                $8,573

GW Van Keppel Company         Open account                $8,269

Road Builders                 Open account                $6,470

Lazy Lees                     Open account                $4,863

United Rentals                Open account                $3,991

Powerplan                     Open account                $3,094

Dell Financial Services       Open account                $2,273

City Utilities                Open account                $1,963

FW Dodge                      Open account                $1,904

Overhead Door                 Open account                $1,559

Thompson Culvert Company      Open account                $1,351

Yellow Book USA               Open account                  $946

B. Rock Quarries, LLC's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Hunter Oil                    Open account/lawsuit       $46,904

Buckley Powder Co.            Open account               $16,785

Coastal Energy                Open account                $9,615

Williams Scotsman             Open account                $6,070

Lazy Lees                     Open account                $4,010

Powerplan                     Open account                $3,338

Capital Sand Company          Open account                $3,031

DL Coates Transportation      Open account                $1,511

JWS                           Open account                $1,407

Yellow Book USA               Open account                  $152

Jim and Janet Strause &       Lawsuit-disputed           Unknown
Glen and Virginia Kennedy


DELTA AIR: Names Greg Riggs as Senior VP - General Counsel
----------------------------------------------------------
Delta Air Lines (NYSE: DAL) has announced the promotion of Greg
Riggs to senior vice president - general counsel and chief
corporate affairs officer for Delta Air Lines. He is one of seven
top-level officers reporting directly to Jerry Grinstein, Delta's
Chief Executive Officer.

Riggs joined Delta as an attorney in 1979 and was appointed to
several positions in Delta's Legal Division including assistant
associate and deputy general counsel.  He briefly served in
Delta's operations area as director - airport customer service. He
was later named vice president - deputy general counsel and
assistant secretary in 1998 before being elevated to senior vice
president - general counsel in 2003.

Riggs will have responsibility for Delta's Legal, Government
Affairs and Corporate Communications functions as chief corporate
affairs officer.

He received his undergraduate degree from the University of North
Carolina at Chapel Hill in 1971 and was awarded a degree in
Jurisprudence from Oxford University in 1976.  He received his
J.D. from Emory University School of Law in 1979. Riggs and his
wife, Kaye, have two daughters and reside in Atlanta.

Delta Air Lines is proud to celebrate its 75th anniversary in
2004. Delta is the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offering daily flights to 494 destinations in 86
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners. Delta's marketing alliances
allow customers to earn and redeem frequent flier miles on more
than 14,000 flights offered by SkyTeam, Northwest Airlines,
Continental Airlines and other partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please visit http://www.delta.com/

                      *   *   *

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


DISCOVERY INVESTMENTS: Addresses Unauthorized Berlin Stock Listing
------------------------------------------------------------------
Donald Bell, President and CEO of Discovery Investments Inc.
(OTCBB:DCIV), announced that the company recently became aware
that it is one of several OTCBB companies whose stock has been
listed on the Berlin/Bremen Stock Exchange without the company's
prior knowledge, consent or authorization.

The company has contacted officials at the Berlin/Bremen Stock
exchange to demand its immediate de-listing from the exchange and
has been informed by exchange officials that they have de-listed
Discovery Investments Inc. (OTCBB:DCIV) from the Berlin/Bremen
Stock Exchange.

According to various accounts in the media, the listings appear to
be part of an effort by domestic and foreign brokers to circumvent
the recent NASD and SEC restrictions against "naked short
selling." Short selling is a trading practice whereby investors
borrow stock from a broker to sell with the hope that the stock
price will decline before they have to return the shares back to
cover their position. Naked shorting involves groups of people
working together to manipulate the market by selling shares of
stock in an effort to force a company's share price to go down. By
listing the company's common stock on the Berlin/Bremen Stock
Exchange, market manipulators may have sought the benefit of an
"arbitrage" loophole that the current regulations are designed to
close. The company believes that short selling and prearranged
trading causes the appearance of an increase in the supply of
shares in the market and would result in a depression in the price
of DCIV's stock.

At March 31, 2004, Discovery Investments Inc.'s balance sheet
shows a stockholders' deficit of $86,281 compared to a deficit of
$2,130,372 at March 31, 2003.


DLJ COMMERCIAL: Fitch Rates 6 Series 2000-CF1 Classes at Low-Bs
---------------------------------------------------------------
Fitch Ratings affirms DLJ Commercial Mortgage Corp.'s commercial
mortgage pass-through certificates, series 2000-CF1, as follows:

                    --$67.1 million class A-1A 'AAA';
                    --$566.4 million class A-1B 'AAA';
                    --Interest only class S 'AAA';
                    --$44.3 million class A-2 'AA';
                    --$37.7 million class A-3 'A';
                    --$13.3 million class A-4 'A-';
                    --$31 million class B-1 'BBB';
                    --$11.1 million class B-2 'BBB-';
                    --$31 million class B-3 'BB+';
                    --$8.9 million class B-4 'BB';
                    --$2.2 million class B-5 'BB-';
                    --$6.6 million class B-6 'B+';
                    --$8.9 million class B-7 'B';
                    --$8.9 million class B-8 'B-'.

Fitch does not rate the $16 million class C or the $3.7 million
class D certificates.

The rating affirmations reflect the consistent overall loan
performance.

Midland Loan Services, Inc., the master servicer, collected year-
end (YE) 2003 financials for 96% of the pool balance. Based on the
information provided, the resulting YE 2003 weighted average debt
service coverage ratio (DSCR) is 1.52 times (x), compared to 1.55x
as of YE 2002 and 1.43x at issuance for the same loans.

Currently, twelve loans (8%) are in special servicing. The largest
specially serviced loan (2%) is secured by an office property in
Sunnyvale, CA and is 60 days delinquent. The special servicer is
working to correct a document deficiency with the debt service
reserve and bring the loan current. The next largest specially
serviced loan (2%) is secured by a multifamily property in St.
Louis, MO and is current. The special servicer, GMAC Commercial
Mortgage Corp., is currently determining a workout strategy. Nine
loans (10.3%) reported YE 2003 DSCRs below 1.00x. One of the loans
(3%), West Covina Village Shopping Center, located in West Covina,
CA, suffered in 2003 due to a tenant (15% of NRA) vacating in
October 2002. The borrower is actively marketing the space for
lease.


ELCOM INT'L: Laurence Mulhern Returns as Chief Financial Officer
----------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS), announced that Laurence Mulhern has rejoined Elcom
International, Inc. as its Chief Financial Officer, effective
June 7, 2004.  Mr. Mulhern retired from Elcom in 2000.

Robert J. Crowell, Elcom's Chairman and CEO, said "Elcom has
employed Larry as a financial consultant for the past several
months and I am pleased to announce that he has rejoined the
Company as CFO.  Larry was instrumental in Elcom's previous growth
stages and I look forward to his assistance as we begin to again
grow the Company."

Larry Mulhern stated, "I am impressed that Elcom was able to
withstand the very harsh environment after 9/11.  Since that time,
raising capital has been very difficult.  With Elcom's latest
funding round and listing on the AIM exchange, I believe Elcom has
the basic framework to successfully grow the Company and I look
forward to contributing to that success."

                   About Elcom International, Inc.

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS), operates elcom, inc. a global B2B Commerce Service
Provider (CSP) offering affordable solutions for buyers, sellers
and commerce communities to conduct business online.  Elcom's
flagship solution, PECOS, enables enterprises of all sizes to
achieve the many benefits of B2B eCommerce without the burden of
infrastructure investment and ongoing content and system
management. Additional information on Elcom can be found at
http://www.elcominternational.com/  

At March 31, 2004, Elcom International, Inc.'s balance sheet shows
a shareholders' deficit of $2,778,000 compared to a deficit of
$2,722,000 at December 31, 2003.
                       

ENRON CORP: Wants Court Nod to Assume Oracle Executory Contracts
----------------------------------------------------------------
On May 11, 1989, Enron Corporation and Oracle Corporation entered
into a Software License and Services Agreement wherein Oracle
authorized the licensing of certain Oracle proprietary software
to Enron and the provision of related technical support services.

In addition to the Software License, Enron and Oracle entered
into several Network License Order Forms and Ordering Documents
whereby Enron ordered program licenses and related services from
Oracle.  The parties also entered into a Network User License
Agreement dated May 21, 1993, which was amended by an amendment
effective as of August 26, 1993.

On December 31, 1997, the parties executed a Network License
Order Form, amended on December 1, 1999, wherein Oracle licensed
Employee Oracle8i Enterprise Edition database software to Enron
for 15,254 licensed users.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that on October 10, 2003, Oracle filed Claim No.
24461 for $602,722.  Claim No. 24461 is for software license
fees, product support and software updates, and education for the
period May 2001 through December 2001.  With respect to the
postpetition period, Oracle contends, and Enron disputes, that
Oracle is owed $604,800 for product support and software update
services from January 1, 2002 through December 31, 2003.

Mr. Sosland informs the Court that Enron desires to continue
licensing the software and to obtain product support and software
update under the Network License Order Form, for the period
January 1, 2004 through December 31, 2004, for a reduced number
of licensed users and to assign a certain number of its user
licenses to its subsidiary, Portland General Electric Company.  
Oracle has informed Enron that product support and software
update renewal fees for the period would total $302,400.

Oracle, Enron and PGE engaged in discussions related to the
Prepetition Claim, Enron's assumption of the Software License
Agreement, NULA and Network License Order Form, Enron's payment
of obligations arising from the assumption, Enron's postpetition
use of Oracle's software, and Enron's assignment of a portion of
its Oracle licenses to PGE.  As a result of arm's-length
negotiations, Oracle, Enron and PGE entered into a Settlement
Agreement and Release wherein:

   * Enron will assume the Oracle Contracts and all product
     licenses granted thereunder;

   * The Network License Order Form will be modified to reduce
     the number of licenses granted to Enron from 15,254 to
     5,400, and on the Effective Date, the remaining 9,854
     licenses that are not assumed by Enron will terminate;

   * With respect to the 5,400 licenses to be assumed by Enron,
     Oracle consents to Enron's assignment of 3,000 licenses to
     PGE, subject to certain terms and conditions;

   * As a condition to assumption of the Oracle contracts, Enron
     will pay Oracle $220,959 in final resolution and
     satisfaction of the Prepetition Claim, and upon execution
     of the Settlement Agreement and PGE Assignment, $907,200
     will be paid to Oracle by Enron and PGE.  With respect to
     the $907,200 payment, Enron will pay $403,200 and PGE will
     pay $504,000, to be applied as:

     -- $604,800 as a payment for Oracle's product support and
        software updates for the period January 1, 2002 to
        December 31, 2003; and

     -- $302,400 as a payment for Oracle's provision of product
        support and software updates for the period January 1,
        2004 to December 31, 2004;

   * Enron will have the right to assign, in the future, the
     remaining 2,400 licenses to its affiliates, CrossCountry
     Energy, LLC, and Prisma Energy International Services, LLC,
     and subject to Oracle's further approval, to the designees
     of these affiliated entities, on terms and conditions
     substantially similar to the PGE Assignment; and

   * Except as provided in the Settlement Agreement, the parties
     exchange mutual releases and waivers of claims.

Mr. Sosland contends that pursuant to Section 365 of the
Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the contemplated assumption should be authorized and
the Settlement Agreement approved because:

   (i) the network information management support services
       provided under the Oracle Contracts are important to
       facilitate the "back office" operations of Enron,
       providing efficient operation of its businesses;

  (ii) Enron needs Oracle's consent in assigning the user
       licenses;

(iii) the Settlement Agreement and the PGE Assignment provide
       a mechanism to achieving a consensual assignment and
       thus, reducing costs and expenses to Enron;

  (iv) by assuming the Oracle Contracts, Enron will be able to
       retain the favorable rates it has negotiated with Oracle
       for continued support and services, which inure to the
       benefit of its estates and creditors;

   (v) the Settlement Agreement settles Oracle's Prepetition
       Claim at a fraction of the asserted amount and fixes the
       postpetition fees and charges through December 31, 2004;

  (vi) the Settlement Agreement provides for a consensual
       mechanism of current and future assignment of Enron's
       user licenses to its subsidiaries, including PGE,
       CrossCountry and Prisma;

(vii) the Settlement Agreement requires PGE to contribute to
       the Settlement Agreement in exchange for user license
       assignment; and

(viii) Enron and its subsidiaries are ensured of continuing to
       receive information management support services from
       Oracle under the favorable terms of the Oracle Contracts
       and the Settlement Agreement.

Accordingly, Enron asks the Court to:

   (a) authorize its assumption of the Oracle Contracts, as
       modified by the Settlement Agreement and the PGE
       Assignment; and

   (b) approve the terms of the Settlement Agreement. (Enron
       Bankruptcy News, Issue No. 110; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


ENRON CORP: Commences Actions to Recover 30 Preferential Payments
-----------------------------------------------------------------
On or within 90 days prior to the Petition Date, the Enron
Corporation Debtors made, or caused to be made, Transfers to these
creditors:

   Creditor                                          Amount
   --------                                          ------
   Brobeck Phleger & Harrison, LLP               $2,483,735
   B C Mastin Co.                                    25,002
   Buchanan Ingersoll                               179,073
   Carrier Enterprises, LLC                          98,800
   Century Strategies, LLC                           60,000
   Clayton, Biltmore & Company, LLC                 305,626
   Complete Solutions, Technology Partners, LP       43,300
   Computer Control Systems, Inc.                   678,627
   Continental Blower, LLC                           84,994
   Crosby, Heafey, Roach & May                      178,610
   Cummins Southern Plains, Inc.                     52,031
   Dell Receivables, LP                           1,286,686
   Economic Insight, Inc.                            59,417
   Environmental Effects, LP                        134,956
   Eric W. Tenhunfeld                               115,410
   Gene Tackett                                      43,781
   Golden Associates, Inc.                          241,359
   Keith & Associates, Inc.                          70,377
   Loyens & Loeff                                   103,794
   Mayer, Brown & Platt                             143,387
   McGrath & Company                                 69,399
   McKinney & Stringer                               55,892
   Optimus Solutions, LLC                           520,036
   Law Offices of Paul B. Meltzer                    74,380
   Powell, Goldstein, Frazer & Murphy, LLP           90,578
   Rivera, Tulla & Ferrer                           693,890
   SA&C Limited                                      78,495
   Sullivan & Cromwell                              206,287
   Willkie Farr & Gallagher                          22,653
   Weir Int'l Mining Consultants                     93,480
                                              -------------
                                                 $8,294,055

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

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

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

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

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

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

       -- these cases were administered under Chapter 7;

       -- the Transfers had not been made; and

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

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

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

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

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

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

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

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

Accordingly, the Debtors seek a Court judgment:

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

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

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

  (iv) awarding them their attorneys' fees, costs and other
       expenses incurred. (Enron Bankruptcy News, Issue No. 110;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Agrees to Settle Retail Disputes With 19 Parties
------------------------------------------------------------
Pursuant to the Settlement Protocol of Retail Customer Contracts,  
the Enron Corporation Debtors inform the Court that they entered
into Settlement Agreements with 19 Counterparties:   
   
A. INX International
  
   * Contract:  Enovative Firm Natural Gas Services and Sales
     Agreement, dated September 28, 2001, between Enron Energy
     Services, Inc., and INX
  
   * Settlement Term:  INX will pay EESI $8,254

B. Ades & Gish Nursery

   * Contract: Enovative Lite Energy Service Agreement, dated
     January 3, 1997, as amended, between EESI and Ades
  
   * Settlement Term:  Ades will pay EESI $40,129

C. Neptune Bay Car Wash

   * Contract:  Electric Energy Sales Agreement, dated
     September 10, 2001 between EESI and Neptune
  
   * Settlement Term:  Neptune will pay EESI $9,185

D. Maple Lawn Homes

   * Contract:  Accounts Receivable Agreement between EESI and
     Maple Lawn
  
   * Settlement Term:  Maple Lawn will pay EESI $3,077

E. Corinthians Church of God

   * Contract:  Enovative Lite Energy Service Agreement, dated
     August 12, 1997, as amended, between EESI and Corinthians
  
   * Settlement Term:  Corinthians will pay EESI $6,850

F. Michael Angelo of Yonkers Restaurant

   * Contract:  Accounts Receivable Agreement between EESI and
     Michael Angelo
  
   * Settlement Term:  Michael Angelo will pay EESI $1,774

G. James L. Deckebach Building Account

   * Contract:  Enovative Lite Energy Service Agreement, dated
     July 20, 1998, between EESI and James Deckebach
  
   * Settlement Term:  James Deckebach will pay EESI $12,018

H. Lorber Industries of California

   * Contract:  Enovative Lite Energy Service Agreement, dated
     August 21, 2001 between EESI and Lorber
  
   * Settlement Term:  Lorber will pay EESI $110,000

I. Davidsons West

   * Contract:  Enovative Lite Energy Service Agreement, dated
     March 4, 1997, as amended on March 26, 1999, between EESI
     and Davidsons
  
   * Settlement Term:  Davidsons will pay EESI $1,092

J. Mary Fung

   * Contract:  Enovative Lite Energy Service Agreement, dated
     October 30, 1996, as amended on April 20, 1999, between
     EESI and Mary Fung
  
   * Settlement Term:  Mary Fung will pay EESI $3,242

K. North Country Associates, Inc.

   * Contract:  Accounts Receivable Agreement between EESI and
     North Country
  
   * Settlement Term:  North Country will pay EESI $5,320

L. Pircio Cleaners, Inc.

   * Contract:  Electric Energy Sales Agreement, dated August 1,
     2001, between EESI and Pircio
  
   * Settlement Term:  Pircio will pay EESI $1,380

M. Vince's Spaghetti, Inc. and Frank Cuccia

   * Contract:  Accounts Receivable Agreement between EESI,
     Vince's and Frank Cuccia
  
   * Settlement Term:  Vince's and Frank Cuccia will pay EESI
     $12,838

N. Gainey Ceramics, Inc.

   * Contracts:  Enovative Energy Service Agreement, dated
     May 25, 2001, between EESI and Gainey, and Endustrial Master
     Firm Sales Agreement, dated September 1, 1997, between EESI
     and Gainey
  
   * Settlement Term:  Gainey will pay EESI $118,720

O. Ohio Metallurgical Services, Inc.

   * Contract:  Enovative Energy Service Agreement, dated July
     2001, between EESI and Ohio Metallurgical
  
   * Settlement Term:  Ohio Metallurgical will pay EESI $190,000

P. Gilbert Martin Woodworking Co., Inc.

   * Contract:  Electric Energy Sales Agreement, dated August 9,
     2000, between EESI and Gilbert
  
   * Settlement Term:  Gilbert will pay EESI $13,163

Q. Fast Food Enterprises of California, Inc.

   * Contract:  Enovative Lite Energy Service Agreement, dated
     June 6, 2001, between EESI and Fast Food
  
   * Settlement Term:  Fast Food will pay EESI $3,045

R. St. Adalbert Catholic Church

   * Contract:  Enovative Lite Energy Service Agreements, dated
     March 19, 1997, as amended on April 25, 1998, June 18, 1997
     and September 13, 2001, between EESI and St. Adalbert
  
   * Settlement Term:  St. Adalbert will pay EESI $2,215

S. Jill Shwam

   * Contract:  Accounts Receivable Agreement between EESI and
     Jill Shwam
  
   * Settlement Term:  Jill Shwam will pay EESI $6,200

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New  
York, adds that the parties will mutually release all claims    
related to their contracts.  (Enron Bankruptcy News, Issue No.
110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COS: Court Okays Andrew Head, et al., Claim Settlement
--------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates sought and
obtained Court approval of a
settlement agreement and mutual release with Andrew M. Head, John
F. Head, III, Paul H. McInerny, and Jane S. Head, Trustee of the
Andrew M. Head Grantor Retained Annuity Trust.

Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, PC, in Wilmington, Delaware, explains that Fleming
bought all of the capital stock of Head Distributing Company from
the Shareholders under a stock purchase agreement in April 2002.  
Before the Closing, Andrew Head was the majority shareholder and
the chairman and chief executive officer of Head Distributing.  
In that connection, Fleming employed Mr. Head to use his
expertise and experience regarding Head Distributing, and to
protect Fleming's continuing business interests in Head
Distributing.

The Stock Purchase Agreement provided for the payment of these
fees to Mr. Andrew or the Shareholders:

       (1) Transaction Completion Fee:  A $1,000,000 gross
           payment to be paid to Mr. Head in 24 equal monthly
           installments for Mr. Head's work, which began on
           May 1, 2002.  To date, Mr. Head has received
           $750,000 in connection with this fee;

       (2) Contingent Additional Purchase Price.  This $800,000
           fee was in addition to the purchase price payable to
           the Shareholders.  Mr. Head's pro rata share of this
           amount in the event that the Debtors terminated their
           consulting arrangement with Mr. Head without cause
           could equal $576,000.  To date, neither the
           Shareholders nor Mr. Head have received any payments
           in connection with this contingent price;

       (3) Consulting Fees.  One or more payments of up to
           $600,000 for the services provided by Mr. Head to Head
           Distributing before and after the Petition Date.  To
           date, none of this amount has been paid to Mr. Head;
           and

       (4) Escrow Account.  No amounts are due to the
           Shareholders in connection with the escrow account and
           no amount remains in that account for disbursement.

The Shareholders timely filed proofs of claim to recover as
unsecured claims, secured claims, and administrative expenses,
the Transaction Completion Fee, the Contingent Additional
Purchase Price, and the Consulting Fee.  Mr. Head filed a $50,000
administrative claim regarding the Consulting Fees earned through
October 31, 2003.  Mr. Head also says he is owed substantial sums
in connection with:

       -- postpetition consulting fees;

       -- valuable services rendered postpetition; and

       -- certain amounts payable under the Stock Purchase Plan,
          including amounts arising from the Debtors' purported
          termination of Mr. Head's consulting arrangement after
          the Petition Date, including the $25,000 unpaid portion
          of the Transaction Completion Fee and his prorate
          portion of the Contingent Additional Purchase Price.

In total, these claims exceed $2 million.  The Debtors dispute
the validity and priority of all of these claims.

The Debtors want to reject the Shareholders Agreement and settle
all prospective disputes.

The primary terms of the settlement are:

       (1) Mutual Releases.  The parties release all claims
           against each other;

       (2) The Shareholders consent to the Debtors' rejection
           of the Agreements; and

       (3) The Debtors will pay Mr. Head $120,000.

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)


GENERAL MARITIME: S&P Affirms Low-B Ratings & Removes Credit Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and its other ratings on General Maritime Corp. and
removed all the ratings from CreditWatch, where they were placed
on March 26, 2004. The rating outlook is stable.

Ratings were placed on CreditWatch after General Maritime's
March 26, 2004, announcement that it had agreed to purchase
unrated Soponata S.A., a Portugal-based operator of medium-size
oil tankers, for $247 million, plus the assumption of $168 million
of future vessel commitments. Pro forma for the acquisition, New
York, New York-based General Maritime will have $766 million of
lease-adjusted debt, with debt to capital of 52%.

"General Maritime should be able to reduce its acquisition-related
debt, given the current strong tanker market, restoring related
credit measures," said Standard & Poor's credit analyst Ken Farer.
"However, significant improvements are unlikely as other debt-
financed acquisitions are expected."

After all the Soponata vessels are integrated into General
Maritime's fleet, General Maritime will operate 47 oceangoing
vessels (26 Aframax tankers and 21 Suezmax vessels), with four
vessels on order. The company's fleet size is substantial, and its
fleet is approximately the same average age as the global fleet.
The company has expanded mainly through acquiring vessels, rather
than ordering new ships. Because of management's aggressive growth
strategy, forecasts of the fleet size and balance sheet are
subject to more-than-usual uncertainty.

"We expect tanker rates to remain above average in 2004, with
continued premiums paid for double-hulled tankers because of
heightened environmental concerns and the acceleration of the
phase-out of single-hull vessels, carrying heavy grades of oil, by
the International Maritime Organization," Mr. Farer said.

The IMO is a specialized agency of the United Nations responsible
for improving international shipping safety and preventing marine
pollution.

As a result of the IMO rules, General Maritime took an $18.8
million non-cash charge in the fourth quarter of 2003 for five of
its nine single-hull vessels and will increase its depreciation
expense by $2.1 million per quarter through 2009. Over the
intermediate term, the new regulations are not expected to
materially affect General Maritime, as all of its non-double-
hulled tankers are allowed to continue operating through 2010.

Standard & Poor's expects internally generated cash and
availability under credit facilities to meet operating and capital
spending needs and debt maturities over the intermediate term.


GEO SPECIALTY: Hires Conway Del Genio as Restructuring Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave its
stamp of approval to GEO Specialty Chemicals, Inc., and its
debtor-affiliate's application to employ Conway, Del Genio,
Gries & Co. LLC as their chief restructuring advisor.

As the Debtors' chief restructuring advisor, Conway Del Genio
will:

   a. meet with the Company's management, professional advisors
      and other constituents of the Company and reviewing the
      Company's existing business plans, operations, capital
      structure, financial condition and prospects in order to
      evaluate how the Company's growth, financing and other
      strategic objectives can be achieved;

   b. review GEO's historical operating financial results, new
      DIP credit agreement, 2004 Plan progress to date, 13-week
      cash flow forecasts, 3-year forecast/business plan, and
      such other information, as required, to develop an
      understanding of the Company's operations and formulate a
      point of view as to what level of operating and financial
      performance is achievable;

   c. closely monitor the weekly and monthly operating
      performance of the Company to its operating plan in order
      to fully understand and articulate how GEO is tracking to
      its EBITDA and cash flow budgets and covenants under its
      DIP credit facility;

   d. work with the CFO, assess the needs of the financial
      organization to meet the requirements of the post petition
      bankruptcy process and provide the temporary support or
      recommend the support to do so;

   e. work with management to control spending at the
      appropriate levels required to successfully operate the
      business and maximize the cash flow and profitability of
      the Company;

   f. use reasonable commercial efforts to ensure that the cash
      forecast and operating budgets are adhered to, with
      adjustments as necessary to meet the overall obligations
      of the Company to the lenders and stakeholders;

   g. help management to develop and plan additional business
      improvements to restructure operations, improve
      profitability and longer term value, and with management,
      seek Board authority to implement major changes as
      required;

   h. assist management to implement recommendations and work
      with the CEO and CFO in the operational execution of these
      recommendations as required;

   i. assist advisors to the lender group and unsecured
      creditors' committee in their accumulation, review and
      analysis of financial data;

   j. work with management to improve the accuracy and timing of
      the Company's periodic reporting to the lenders and Board;

   k. make personnel and organization structure recommendations
      to the CEO and CFO as appropriate;

   l. assist management, the Board, and the Debtors' financial
      advisor in the development of the underlying business plan
      for the Plan of Reorganization; and

   m. perform other tasks as may be mutually agreed upon.

Conway Del Genio will receive a $150,000 fixed Monthly Fee.

Ronald F. Stengel, Senior Managing Director of Conway Del Genio
assures that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

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


GLOBAL INTERNET: ProUroCare Shareholders Gain Controlling Interest
------------------------------------------------------------------
Pursuant to an Agreement and Plan of Merger and Reorganization
dated April 5, 2004, between Global Internet Communications, Inc.,
GIC Acquisition Corp., a Minnesota corporation and wholly owned
subsidiary of the Global Internet Communications, and ProUroCare
Inc., a Minnesota corporation, Acquisition Co. merged with and
into ProUroCare, with ProUroCare remaining as the surviving
company and a wholly owned operating subsidiary of Global Internet
Communications Inc. The Merger was effective as of April 5, 2004,
upon the filing of Articles of Merger with the Minnesota Secretary
of State.

At the effective time of the Merger, the legal existence of
Acquisition Co. ceased, and all 3,501,001 shares of common stock
of ProUroCare that were outstanding immediately prior to the
Merger and held by ProUroCare shareholders were cancelled, with
one share of common stock of ProUroCare issued to Global Internet
Communications. Simultaneously, the former shareholders of
ProUroCare common stock received an aggregate of 9,603,003 shares
of common stock of Global Internet Communications Inc.,
representing approximately 83.4% of the Company's common stock
outstanding immediately after the Merger.

The above-described transactions took place at the effective time
of the Merger, April 5, 2004, and represent a change in control of
Global Internet Communications Inc. inasmuch as greater than 50%
of the issued and outstanding common stock of the Company after
the Merger is now held by the former shareholders of ProUroCare.
Global Internet Communications' common stock is the only class of
capital stock outstanding, and the only class of capital stock
entitled to vote on corporate matters, including the election of
directors.


GOLD KIST: S&P Places B Corporate Credit Rating On Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings on poultry cooperative Gold Kist Inc. on
CreditWatch with positive implications. Positive implications
means that the ratings could be raised or affirmed following
completion of Standard & Poor's review.

About $325 million of rated debt of Atlanta, Ga.-based Gold Kist
is affected.
   
The CreditWatch placement follows the company's recent
announcement that it plans to convert to a for-profit corporation
from a cooperative association. The conversion will occur by
merging Gold Kist into a newly formed corporation, Gold Kist
Holdings Inc. The conversion's completion is conditioned upon the
approval of Gold Kist's members and the completion of an initial
public offering of 18 million shares of Gold Kist Holdings' common
stock. At present, the company is expecting net proceeds of about
$248 million ($286 million if the underwriters exercise their
over-allotment option) assuming a public offering price of $15.00
per share (the range for the IPO is between $14.00 to $16.00 per
share). A portion of the proceeds (currently estimated at about
$121 million) would be used for debt reduction, another $120
million would be used to redeem certain outstanding membership
interests, and about $7.0 million would be used for general
corporate purposes.

"Standard & Poor's will monitor the situation and see whether the
cooperative members approve the conversion. Standard & Poor's will
also monitor whether the IPO is completed, and see how proceeds,
if any, will be applied to permanent debt reduction," said credit
analyst Jayne M. Ross.

Gold Kist is a farmer-owned agricultural marketing cooperative
with vertically integrated poultry operations principally located
in the southeastern U.S., with about a 9% market share. The
company markets a wide variety of poultry products under its own
brands and private label. In addition, the cooperative has a small
pork production operation in the Southeastern U.S. and has a joint
venture arrangement with Land O'Lakes Inc. in the form of a
limited liability hog sales and production company.


GOOD HARBOR FILLET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Good Harbor Fillet Company, Inc.
        21 and 29 Great Republic Drive
        Gloucester, Massachusetts 01931

Bankruptcy Case No.: 04-14603

Type of Business: The Debtor specializes in the manufacture and
                  distribution of a complete line of
                  made-to-order seafood products and a variety
                  of innovative specialty items.
                  See http://www.goodharborfillet.com/

Chapter 11 Petition Date: June 1, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Taylor A. Greene, Esq.
                  Craig and Macauley, P.C.
                  Federal Reserve Plaza
                  600 Atlantic Avenue
                  Boston, MA 02210
                  Tel: 617-367-9500

Total Assets: $1 Million to $10 Million

Total Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
PACO-GP Ltd.                               $447,698
1 Lambousa Street
Nicosia, Cyprus 01095-0000

Highland Fisheries Ltd.                    $174,347

The Hadley Company LLC                     $173,134

Daerim America Inc.                        $157,547

Eda Select Temporaries                     $144,055

Ocean Trawlers Asia Ltd.                   $115,141

Adrigel                                     $92,640

Hub Folding Box Co.                         $91,467

ABO International Co.                       $88,704

General Seafoods Inc.                       $87,648

Northern Ocean Marine                       $85,962

Newly Weds Foods Inc.                       $83,884

Ocean Pacific Seafoods Ltd.                 $75,288

Massachusetts Electric                      $64,535

LCC New England                             $58,869

Icicle Seafoods Inc.                        $54,227

Mermaid Seafoods Inc.                       $50,452

Sleeping Giant Inc.                         $50,031

Seascape Seafood Inc.                       $49,052

Stone Container Corp.                       $48,267


HAVENS STEEL: Turns to KPMG for Accounting Work & Financial Advice
------------------------------------------------------------------
Havens Steel Company asks the U.S. Bankruptcy Court for the
Western District of Missouri, Kansas City Division, to approve its
application to employ KPMG LLP.  The Debtor wants to hire KPMG as
its accountants and financial advisors to provide:

   a. Financial Advisory Services
   
         (i) assistance 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;

        (ii) review of and assistance 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;

       (iii) assistance with analysis, tracking and reporting
             regarding cash collateral and debtor-in-possession
             financing arrangements and budgets;

        (iv) assistance 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;

         (v) evaluation of potential employee retention and
             severance plans;

        (vi) assistance with identifying and implementing
             potential cost containment opportunities;

       (vii) assistance with identifying and implementing asset
             redeployment or disposition opportunities;

      (viii) analysis of assumption and rejection issues
             regarding executory contracts and leases;

        (ix) assistance in preparing business plans and
             analyzing the business and financial condition of
             the Debtor;

         (x) assistance in evaluating reorganization strategy
             and alternatives available to the Debtor, including
             refinancing or sale options;

        (xi) assistance with preparation of the Debtor's
             financial projections and review and critique of
             assumptions;

       (xii) analysis of enterprise, asset and liquidation
             values;

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

       (xiv) advice and assistance to the Debtor in negotiations
             and meetings with secured lenders, unsecured
             creditors and any formal or informal committees;

        (xv) advice and assistance 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;

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

      (xvii) litigation consulting services and expert witness
             testimony regarding avoidance actions or other
             matters in this case; and

     (xviii) other such functions as requested by the Debtor or
             its counsel to assist the Debtor in its business
             and reorganization.

   b. Tax Advisory Assistance

         (i) assistance with tax compliance including
             preparation of federal, state and local income tax
             returns;

        (ii) consultation with respect to tax planning matters
             including but not limited to ad valorem taxes; and

       (iii) other tax matters as requested by the Debtor or its
             counsel to assist the Debtor in its business and
             reorganization.

The Debtor selected KPMG as its accountants and financial advisors
because of the firm's diverse experience and extensive knowledge
in the fields of accounting, taxation and bankruptcy.

Melissa Kibler Knoll reports that KPMG's normal hourly rates
currently range from:

   Financial Advisory Services:

         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

   Tax Advisory Services:

         Designation          Billing Rate
         -----------          ------------
         Partners             $325 per hour
         Managers             $260 per hour
         Staff                $175 - $200 per hour

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


HOLLINGER INC: Catalyst Fund Asks Court to Investigate Company
--------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C) (TSX:HLG.PR.B) (TSX:HLG.PR.C) announces
that it was served June 8 with an application to the Ontario
Superior Court of Justice commenced by Catalyst Fund General
Partner I Inc., a Hollinger shareholder, seeking an order
directing an investigation of Hollinger under the Canada Business
Corporations Act. Hollinger considers the application to be
without merit and intends to vigorously oppose it.

Peter G. White, Co-Chief Operating Officer of Hollinger, stated
that, "It is interesting to note that this application is being
brought on the heels of our shareholders' meeting of May 27th,
where Catalyst was unable to vote its shares because it had failed
to deliver its proxy on time."

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.


HYLSA S.A.: S&P Raises Local & Foreign Currency Rating To B
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its local currency and
foreign currency corporate credit ratings on Hylsa S.A. de C.V. to
'B' from 'CCC+.' The senior unsecured debt rating on Hylsa was
also raised to 'CCC+' from 'CCC-'. The outlook is stable.

"The rating action is based on the company's increasing revenues
due to a better product mix and higher price environment,
effective cost control, positive free cash flow generation, and
significant debt reduction of 11.6% so far this year," said
Standard & Poor's credit analyst Juan P. Becerra.

The ratings on Mexican steel producer Hylsa reflect Hylsa's high
leverage, the challenges posed by industry cyclicality, very
competitive steel markets, and significant exposure to the
automotive and construction industries. The ratings also reflect
the company's position as one of the largest steel makers in
Mexico, improved local market demand, improving cost position, and
expected debt reduction with cash flows from the improved pricing
environment in global steel markets.

The stable outlook is supported by an improved financial profile
as a result of Hylsa's debt prepayments and improving operating
performance. The ratings could be raised over time if Hylsa
continues to significantly reduce debt. The ratings could be
lowered if the decrease in prices is steeper than anticipated or
if debt levels are not reduced as expected.


I2 TECHNOLOGIES: Settles SEC Proceedings for $10 Million
--------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO) said that the Securities and
Exchange Commission (SEC) announced the settlement of enforcement
proceedings against the Company. The settlement concerns the
investigation conducted by the SEC into alleged violations of
federal securities laws relating to the previously announced
restatement of i2's consolidated financial statements for the four
years ended Dec. 31, 2001, and the first three quarters of 2002.
The restatement of the Company's financial statements followed an
internal inquiry into certain allegations of the Company's revenue
recognition practices and financial reporting for those periods.

Without admitting or denying the Commission's substantive findings
against it, i2 settled the enforcement proceedings by consenting
to a cease-and-desist order requiring future compliance with
specific provisions of the Federal Securities laws, and agreed to
pay a $10 million civil penalty. The entire penalty proceeds will
be distributed to certain i2 shareholders. i2 established an
accrual of $10 million relating to the possible settlement of the
SEC complaint in the first quarter of 2004.

                          About i2

A leading provider of closed-loop supply chain management
solutions, i2 -- whose March 31, 2004 balance sheet shows a
stockholders' deficit of $325,660,000 -- designs and delivers
software that helps customers optimize and synchronize activities
involved in successfully managing supply and demand. i2's global
customer base consists of some of the world's market leaders --
including seven of the Fortune global top 10. Founded in 1988 with
a commitment to customer success, i2 remains focused on delivering
value by implementing solutions designed to provide a rapid return
on investment. Learn more at http://www.i2.com/


IMAGIS TECHNOLOGIES: Roy Trivett Now Holds 14.1% Equity Stake
-------------------------------------------------------------
In a private placement of Units of Imagis Technologies Inc.,
Mr. Roy Trivett acquired 900,000 common shares and 900,000
warrants to purchase one common share.  Mr. Trivett purchased
these securities for investment purposes.  Certain of the common
shares beneficially owned by Mr. Trivett are subject to stock
options that were granted to Mr. Trivett by Imagis as a result of
his position with the Company.  

In a debt settlement transaction with Imagis Technologies that
closed on April 29, 2004, Trivett Holdings Ltd., a corporation in
which Mr. Trivett is the sole shareholder, officer and director,
acquired 325,000 common shares.  Such common shares were issued to
Mr. Trivett in consideration for the satisfaction of the debts
owed to Mr. Trivett by the Company that totaled Cdn$130,000, which
represented Mr. Trivett's salary that was in arrears from July 15,
2003 until March 31, 2004.

Mr. Trivett is the beneficial owner of 2,342,097 common shares, or
14.1% of the Company's outstanding common shares as of April 29,
2004, which includes (i) 217,037 common shares issuable pursuant
to stock options granted under the Company's stock option plan
that are vested and fully exercisable at an exercise price of
Cdn$0.78 per share; (ii) 900,000 common shares underlying warrants
that are immediately exercisable at an exercise price of Cdn$0.50
per share until April 28, 2005 and are exercisable from April 29,
2005 until April 28, 2006 at an exercise price of Cdn$0.75 per
share; and (iii) 325,000 common shares held by Trivett Holdings
Ltd., the corporation in which Mr. Trivett is the sole
shareholder, officer and director.

Mr. Trivett holds sole power to vote, or to direct the vote of,
and sole power to dispose, or to direct the disposition of, the
2,342,097 common shares.

                      About the Company

Imagis Technologies Inc., a British Columbia corporation, develops
and markets software that simplifies, accelerates, and economizes
the process of connecting existing, disparate databases, enhanced
as appropriate with biometric facial recognition technology. The
combination of these technologies enables information owners to
share data securely with external stakeholders and software
systems using any combination of text or imagery. This includes
searching disconnected data repositories for information about an
individual using only a facial image.

              Liquidity and Capital Resources

In its Form 10-QSB For the quarterly period ended March 31, 2004
filed with the Securities & Exchange Commission, Imagis
Technologies reports:

"The Company's cash on hand at the beginning of the period
aggregated $86,227. During the period, the Company received
additional net funds of $345,000 in share subscriptions for a
private placement that was closed on April 28, 2004.

"The Company used these funds primarily to finance its operating
loss for the period. The impact on cash of the loss of $1,581,801,
after adjustment for non-cash items and changes to other working
capital accounts in the period, resulted in a negative cash flow
from operations of $390,528. The Company also repaid capital
leases of $5,753, and the Company's cash position declined by
$51,281 to $34,946 at March 31, 2004.

"The Company did not have sufficient cash flow from operations to
fund its operations beyond March 31, 2004. Consequently the
Company completed a private placement consisting of 4,007,875
Units at $0.40 per Unit. Each Unit consists of one common share
and one common share purchase warrant.  Each warrant entitles the
holder to acquire one additional common share in the capital of
Imagis at an exercise price of $0.50 until April 28, 2005 or at
$0.75 from April 29, 2005 until April 28, 2006. The common shares
and warrants are subject to a four month hold period that expires
on August 28, 2004. Finders' fees of $69,000 in cash were paid on
a portion of the private placement conducted outside the United
States. The total net proceeds to Imagis are $1,534,150, of which
$345,000 were recorded in share subscriptions as at March 31,
2004.

"Concurrently with the private placement the Company settled
$616,723 in debt included in accounts payable as at March 31, 2004
through the issuance of 1,541,809 common shares and 226,584 common
share purchase warrants. Each warrant entitles the holder to
acquire one additional common share in the capital of Imagis at an
exercise price of $0.50 until April 29, 2005 or at $0.75 from
April 30, 2005 until April 29, 2006. Debt settled with related
parties and formerly related parties totaled $526,090 through the
issuance of 1,315,225 common shares with no warrants. The common
shares and warrants are subject to a four month hold period that
expires on August 29, 2004.

"Management of the Company believes that the funds received
through the private placement combined with operating revenues and
the reduction in liabilities achieved through the debt settlement
will provide sufficient cash flow to fund the Company's operation
for at least the next six months, even if no increases in revenue
growth occur.

"Should the operating revenues fail to increase enough to provide
sufficient cash flow to fund operations the Company may require
further financing. There is no assurance that the Company will be
able to complete any financing or that any financing will be
obtained on terms favourable to the Company.  The failure to
obtain adequate financing could result in a substantial
curtailment of Imagis' operations."


KAISER: Amending DIP Credit Pact to Facilitate Asset Dispositions
-----------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Kaiser Aluminum Corporation
Debtors' February 12, 2002 credit agreement with Bank of America,
N.A., and other financial institutions, as lenders, contains a
number of provisions that directly address sales of the Debtors'
assets or could be affected by those sales.  In particular, the
Credit Agreement contains provisions that:

   (a) expressly prohibit the sale of the Debtors' interests in
       Alumina Partners of Jamaica; and

   (b) prohibit asset dispositions exceeding $25 million in any
       one year.

Accordingly, the Debtors cannot consummate sales of their bauxite
mining, alumina refinery and smelting businesses without Lender
approval and amendments to the Credit Agreement.

To permit the Debtors to proceed with the sales of their
Commodities Businesses, accommodate the consummation of the
Intercompany Settlement Agreement and address certain other
matters, the Debtors negotiated a seventh amendment to the Credit
Agreement with Bank of America and the other Lenders.

                 Terms of the Seventh Amendment

According to Mr. DeFranceschi, the Seventh Amendment will enable
the Debtors to accomplish three broad goals:

   (1) It will allow the Debtors to proceed with the disposition
       of their Commodities Businesses without the need for
       further amendments to the Credit Agreement;

   (2) It will facilitate the Debtors' entry into an intercompany
       settlement agreement with the Official Committee of
       Unsecured Creditors regarding the allocation of
       consideration from any sale or other disposition of Alpart
       Jamaica, Kaiser Jamaica Corporation, and Kaiser Alumina
       Australia Corporation, or their assets, to:

       -- Kaiser Aluminum & Chemical Corporation, on account of
          its intercompany claims against these subsidiaries; and

       -- these subsidiaries' claimholders; and

   (3) It will assure that the Debtors have adequate liquidity
       throughout the remainder of their Chapter 11 cases,
       notwithstanding the dispositions of the Commodities
       Businesses.

The Debtors and Bank of America have negotiated a term sheet to
the Seventh Amendment.  The Term Sheet is still subject to
approval by the Lenders holding 86% of the commitments under the
Credit Agreement.  The principal terms of the Term Sheet are:

A. The Debtors will be permitted, subject to certain conditions,
   to proceed with the asset dispositions.  These conditions will
   apply to dispositions of the Debtors' interests in Alpart or
   Queensland Alumina Limited:

   (a) Alpart Interests

       Upon the closing of the Alpart sale:

       -- The Debtors must deposit $48,000,000 into cash
          collateral accounts at Bank of America.  The
          $48,000,000 consists of:

             (i) $28,000,000 in proceeds that KACC is expected to
                 receive in respect of its assets that are
                 included in the sale -- KACC Available Amount;
                 and

            (ii) $20,000,000 of the proceeds that Alpart Jamaica
                 and Kaiser Jamaica expect to receive;

       -- Certain letters of credit issued under the Credit
          Agreement to secure certain bond indebtedness incurred
          by Alpart and issued by the Caribbean Basin Project
          Financing Authority must be cancelled, cash
          collateralized, or otherwise supported by separate
          letters of credit; and

       -- The Debtors must be released from any further
          obligations to make investments with respect to Alpart
          or any contingent obligations with respect to Alpart
          other than those contingent obligations specified in
          the purchase agreement the Debtors entered into with
          RUAL Trade Limited, the successful bidder for Alpart.

   (b) QAL Interests

       Upon the closing of the QAL sale:

       -- The Debtors must deposit $40,000,000 of the proceeds
          into a Bank of America cash collateral account; and

       -- The Debtors must effectively be released from any
          further obligation to make investments with respect to
          QAL or any contingent liabilities with respect to QAL
          other than those liabilities or post-closing
          obligations that are customarily found in purchase
          agreements and agreed with the ultimate purchaser of
          the QAL Interests -- except that the aggregate amount
          of the liabilities and post-closing obligations will
          not exceed an amount that is reasonably acceptable to
          the Lenders.

B. Bank of America and the Lenders will be granted perfected,
   first priority security interests in the proceeds from the
   sales of the Alpart Interests and the QAL Interests deposited
   at Bank of America.  To the extent the cash proceeds of the
   Alpart Interests have been paid to KACC and deposited in a
   KACC-owned cash collateral account, Alpart Jamaica and Kaiser
   Jamaica will be granted a second-priority lien in the cash
   collateral, excluding the KACC Available Amount.  To the
   extent that the QAL Interest proceeds are paid to KACC and
   deposited in a KACC-owned cash collateral account, Kaiser
   Australia will be granted a second-priority lien in the cash
   collateral.  The aggregate amount of the cash collateral from
   sales of the Alpart Interests and QAL Interests cannot be less
   than $60,000,000, provided that if the Alpart Interests are
   sold before the QAL Interests, until the sale of the QAL
   Interests, the Minimum Aggregate Proceeds Collateral will
   consist of the cash collateral accounts established in
   connection with the Alpart sale -- excluding the KACC
   Available Amount -- and either the existing subsidiary
   guaranty of KACC or the QAL Guaranty Amount.  As long as the
   conditions for borrowing under the Credit Agreement are
   satisfied, KACC will be able to withdraw and use the KACC
   Available Amount.

C. In respect of the Alpart Interests, until the effective date
   of the Intercompany Settlement Agreement, Bank of America and
   the other Lenders will retain all of their rights with respect
   to:

   (a) the subsidiary guaranties issued by Kaiser Jamaica and
       Alpart Jamaica under the Credit Agreement; and

   (b) cash collateral from the Alpart Interests.

   After the Settlement Effective Date and until the occurrence
   of a sale, the Lenders' recourse under these guaranties will
   be capped at $45,000,000.  After the occurrence of a sale, the
   Lenders' recourse under the guaranties will be limited to the
   cash collateral from the Alpart Interests capped at
   $48,000,000, subject to potential purchase price adjustments
   and possible adjustments based on Alpart Jamaica's and Kaiser
   Jamaica's net cash flow after the effective date of the
   Seventh Amendment -- whether or not the Settlement Effective
   Date has occurred.

D. In respect of the QAL Interests, until the Settlement
   Effective Date, Bank of America and the other Lenders will
   retain all of their rights with respect to:

   (a) the subsidiary guaranty by Kaiser Australia under the
       Credit Agreement; and

   (b) the cash collateral from the QAL Interests.

   After the Settlement Effective Date and until the occurrence
   of a sale, the Lenders' recourse under the guaranty will be
   capped at $40,000,000.  After the occurrence of a sale and the
   Settlement Effective Date, the Lenders' recourse under the
   guaranty will be limited to the cash collateral from the QAL
   Interests fixed at $40,000,000.

E. The aggregate overall revolving commitment under the DIP
   Financing Facility will be reduced from $285,000,000 to
   $200,000,000.  This reduction in the overall commitment will
   reduce certain costs of the facility.

F. The amendment fees in connection with the Seventh Amendment
   are $2,250,000, which are payable at closing.

G. The pricing under the Credit Agreement will remain the same
   except that the unused line fee will be increased from 50
   basis points to 62.5 basis points.

H. Certain components of the Borrowing Base, which determines the
   amount of financing available to the Debtors under the DIP
   Financing Facility, will be modified:

   (a) The PPE Subcomponent, which is primarily based on the
       value of the Debtors' fixed assets, will be adjusted to
       more accurately reflect the composition of the Debtors'
       fixed assets.  With certain exceptions, the PPE
       Subcomponent will not be reduced by the amount of net
       proceeds from other dispositions of the Commodities
       Businesses.  There also will exist certain contingent
       mechanisms that potentially would reduce the PPE
       Subcomponent if outstanding loans and letters of credit
       exceed 85% of the Borrowing Base attributable to Eligible
       Accounts and Eligible Inventory;

   (b) The maximum amount of Eligible Inventory included in the
       Inventory component of the Borrowing Base will be reduced
       to reflect the reduced aggregate revolving commitment
       under the DIP Financing Facility; and

   (c) The Seventh Amendment reduces the amount of the
       Availability Reserve, which is deducted from the Borrowing
       Base and reduces borrowing availability, to reflect the
       reduced aggregate revolving commitment under the DIP
       Financing Facility.

I. Spring EBITDA Covenant.  The EBITDA covenant will no longer be
   generally applicable and will only become applicable if the
   aggregate amount of the outstanding loans and letters of
   credit exceeds the Account/Inventory Threshold for any three
   consecutive business days or for any three business days in a
   calendar month.  Also, the EBITDA covenant levels will be
   modified based on the Debtors' updated financial forecast.

J. The Debtors' failure to deposit, maintain and protect the
   requisite cash collateral at Bank of America as required by
   the Seventh Amendment or the entry of a Court order
   authorizing the use of the cash collateral; the Debtors'
   failure to file a plan or plans of reorganization, which
   provides for the satisfaction of all obligations under the DIP
   Financing Facility, on or before October 31, 2004; and that  
   plan or plans of reorganization are not confirmed and
   effective on or before December 31, 2004, will each constitute
   an Event of Default under the Postpetition Credit Agreement.

K. Other provisions in the Seventh Amendment include:

   (a) An amendment to the Credit Agreement extending the
       prohibition on transactions with affiliates to cover
       certain transactions between any Obligor under the Credit
       Agreement and Alpart Jamaica, Kaiser Jamaica and Kaiser
       Australia occurring after the effective date of the
       Seventh Amendment;

   (b) A new covenant requiring that the Intercompany Settlement
       Agreement, as approved by the Court, will reflect certain
       modifications from the draft previously provided to Bank
       of America in order to conform the Intercompany Settlement
       Agreement to the Seventh Amendment;

   (c) A provision clarifying that Bank of America and the other
       Lenders will be under no obligation to marshal any of
       their collateral; and

   (d) A provision requiring Alpart Jamaica, Kaiser Jamaica and
       Kaiser Australia to be responsible for paying their own
       administrative expenses incurred in their bankruptcy
       cases after June 30, 2004, and excludes those expenses
       from the "Carve-Out" under the Credit Agreement.

The Seventh Amendment also permits Alpart Jamaica, Kaiser Jamaica
and Kaiser Australia to file standalone reorganization plans.  
Pursuant to those Plans, it is expected that KACC would be paid
the proceeds that Alpart Jamaica, Kaiser Jamaica and Kaiser
Australia would otherwise be required to deposit into Bank of
America cash collateral accounts.  If this were to occur, to
comply with cash collateral requirements under the Seventh
Amendment, KACC would be required to deposit the requisite
proceeds in separate, KACC-owned accounts at Bank of America.

By this motion, the Debtors seek the Court's authority to enter
into the Seventh Amendment and pay related amendment fees.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
44; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KMART CORP: Jaynes Wants Court to Compel $2,677,393 Claim Payment
-----------------------------------------------------------------
On October 24, 2001, Kmart Corporation and Jaynes Corporation
entered into a contract for the construction of a new Super Kmart
Store in Albuquerque, New Mexico.  The construction contract was
supplemented on November 2, 2001 to expand the scope of the work
and adjust the contract price commensurately.  Pursuant to the
November 2 Supplement along with the October 24 Agreement, Kmart
promised to pay Jaynes $6,933,759 for its work on the Project.

Jaynes performed its obligations under the Contract.  Kmart did
not.

David A. Newby, Esq., in Chicago, Illinois, relates that as of
the Petition Date, Jaynes has a claim against Kmart for
$2,677,393, plus accrued prepetition interest and costs, based on
Kmart's breach of the Contract.  The Claim was timely filed on
July 22, 2002 and no objection to the Claim has ever been filed.

Without sufficient explanation, Kmart described the Claim in its
schedule of allowed claims as having a value of $0.  In response
to Jaynes' requests to have the Claim amount corrected, Kmart
referred to a July 2003 Court order that provides that a lease
rejection claim "is deemed an Allowed Claim in the amount" listed
on an exhibit to the order and that Coors and Central Partners,
LLC, the landlord asserting the rejection claim, "agrees to fully
indemnify Kmart with respect to any payment or distribution made
with respect to Proof of Claim No. 30937 and any related claims
made by Jaynes Corporation with respect to this store."

Mr. Newby asserts that no entity has made any payment to Jaynes
on account of the Claim.

Accordingly, Jaynes asks the Court to compel Kmart to pay its
Claim as contemplated by the Plan.

Mr. Newby contends that, because the Claim has not been the
subject of any objection, the Claim is an allowed claim and
Jaynes must receive its proper distribution on account of the
Claim under the Plan.  Kmart has made no distribution to Jaynes
and is, thus, in violation of the Confirmation Order.

Mr. Newby points out that the July 2003 Order, regardless of any
third party obligation to indemnify Kmart, does not absolve Kmart
from its immediate obligation to pay Jaynes on account of the
Claim.  Jaynes had no knowledge of any negotiations between Coors
& Central and Kmart.  Furthermore, it is axiomatic that an
agreement between two parties cannot prejudice the rights of a
third party.  In essence, Kmart and Coors & Central have agreed,
as solely between themselves, to disallow another creditor's
claim.  There can be no principal in law, in equity, or in the
Bankruptcy Code that permits that unfairness. (Kmart Bankruptcy
News, Issue No. 75; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


LB-UBS COMMERCIAL: Fitch Affirms Junk Rating on 2001-2 Class P
--------------------------------------------------------------
Fitch Ratings affirms LB-UBS Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2001-C2 as
follows:

               --$201.5 million class A-1 'AAA';
               --$789.3 million class A-2 'AAA';
               --Interest Only class X 'AAA';
               --$49.5 million class B 'AA';
               --$62.7 million class C 'A';
               --$16.5 million class D 'A-';
               --$13.2 million class E 'BBB+';
               --$19.8 million class F 'BBB';
               --$16.5 million class G 'BBB-';
               --$23.1 million class H 'BB+';
               --$14.8 million class J 'BB';
               --$11.5 million class K 'BB-';
               --$9.9 million class L 'B+';
               --$13.2 million class M 'B';
               --$6.6 million class N 'B-';
               --$3.3 million class P 'CCC'.

The $13.2 million class Q is not rated by Fitch.

The affirmations are due to the continued stable pool performance
and scheduled amortization. As of the May 2004 distribution date,
the pool's aggregate certificate balance has decreased 4.1% to
$1.26 billion from $1.32 billion at issuance.

Currently, four loans (0.7%) are in special servicing, of which
two (0.3%) are over 90 days delinquent.

The largest specially serviced loan, Perimeter Point Warehouse
(0.2%) is secured by a 78,000 square feet (sf) mixed-use complex
located in Winston-Salem, NC. Revenue has decreased significantly
due to a large tenant vacating its space prior to lease
expiration. Current physical occupancy has dropped to 27.6%. The
special servicer is currently analyzing possible workout
scenarios.

As part of its analysis, Fitch reviewed the six credit
assessments. The debt service coverage ratios (DSCR) for each loan
is calculated using servicer provided net operating income less
reserves divided by debt service payments based on the current
balance using a Fitch stressed refinance constant.

Westfield Shoppingtown Meriden (6.1%) is located in Merdien, CT
and is anchored by Filene's, JC Penney, Sears, and Lord & Taylor.
The collateral consists of 371,688 sf of in-line space in a
913,625 sf regional mall. As of YE 2003, the Fitch adjusted net
cash flow (NCF) dropped 3.3% since issuance. The decrease is due
to slightly lower in-place rents. Occupancy has remained stable
since issuance at 97.0%. The A-note portion ($77.3 million) of the
whole loan is held in the trust, while the B-note portion ($18.2
million) is held as collateral in the Westfield Shoppingtown
Meriden, Series 2001-C2A transaction. Fitch maintains an
investment grade credit assessment.

NewPark Mall (5.8%) is secured by 425,217 sf of a 1.2 million sf
regional mall located in Newark, CA. As of March 2004, occupancy
has increased to 92.8% compared to 88.9% at issuance. The DSCR as
of YE 2003 has increased to 1.53 times (x) compared to 1.44x at
issuance. The property continues to be a stable performer and
maintains an investment grade credit assessment.

The Courtyard by Marriott (2.5%) is collateralized by a 449-room
full-service hotel located in Philadelphia, PA. The revenue per
available room (RevPar) remains below issuance levels. As of the
twelve months ended January 2004 (TTM 1/2004), RevPar was $79.30
compared to $90.70 at issuance. The Fitch adjusted DSCR is 1.26x
as of TTM 1/2004 compared to1.29x as of YE 2002 and 1.91x at
issuance. While the property is master leased to Marriott, Fitch
reviews the loan based on actual property operations with credit
for amortization. The loan remains below investment grade.

10950 Tantau Avenue (2.1%) is secured by 104,249 sf class 'B'
office building located in Cupertino, CA. The property is
currently 100% occupied by a single tenant that is currently
paying partial rent on the newly occupied space. Due to the
partial rent payments the credit assessment remains below
investment grade.

Hartz Mountain Industries, also known as 400 Plaza Drive (1.7%),
is secured by a four-story multi-tenanted class 'B' office
building, located in Secaucus, NJ. As of YE 2003 the Fitch
adjusted NCF decreased approximately 25.8% since issuance. The
decrease is due to a decline in occupancy to 77.0% as of YE 2003
compared to 100% at issuance. According to the master servicer
watch list, a new lease was signed which will bring occupancy to
97.0%. The loans remains investment grade.

529 Bryant Street (1.5%) is secured by a 45,161 sf office building
located in downtown Palo Alto, CA. The building was originally
occupied by two tenants, subsequently one tenant vacated. The
remaining tenant took occupancy of the vacant space, but is
currently only paying partial rent until January 2005, when full
rent payments are due. The building remains 100% occupied as of a
February 2004 rent roll. However, the rental income is
substantially less than the income at issuance. The corresponding
DSCR as of YE 2003 was 1.30x compared to 1.37x at YE 2002 and
1.42x at issuance. Fitch maintains a below investment grade credit
assessment.

Fitch is concerned that three (6.25%) of the six credit assessed
loans, continue to maintain below investment grade credit
assessments. Also of concern are the 7.1% of the transaction which
have a DSCR below 1.0x. After applying various hypothetical stress
scenarios taking into consideration all of the concerns, the
resulting subordination levels warrant affirmations to the
designated classes.


MEDICALCV INC: Perkins Capital Discloses 16.9% Equity Stake
-----------------------------------------------------------
Perkins Capital Management, Inc. of Minnesota, beneficially owns
1,660,000 shares of the common stock of MedicalCV, Inc.,
representing 16.9% of the outstanding common stock of MedicalCV.  
Perkins Capital Management holds sole voting power over 170,000
such shares and sold dispositive power over the entire 1,660,000
shares.

MedicalCV, Inc. -- whose January 31, 2004 balance sheet shows a
total shareholders' equity deficit of 2,877,971 -- is a
Minnesota-based cardiothoracic surgery device manufacturer that
launched its Omnicarbon(R) heart valve in the United States in
early 2002. Led by a new management team, the company is focused
on building a worldwide market in mechanical heart valves and
other innovative products for the cardiothoracic surgical suite.
The Omnicarbon heart valve has an established market position in a
number of key regions of Europe, South Asia, the Middle East and
the Far East. Although international markets will continue to play
an important role in the company's results, the U.S. market offers
tremendous growth potential for the Omnicarbon valve. In September
2003, the company acquired a technology platform for the treatment
of atrial fibrillation, an exciting new growth opportunity. In
addition, the company entered into an agreement with Segmed, Inc.,
to commercialize an annuloplasty product known as the Northrup
Universal Heart Valve Repair System(TM). MedicalCV has a fully
integrated manufacturing facility, where it designs, tests and
manufactures its products. The company's securities are traded on
the OTC Bulletin Board under the symbol "MDCVU".


MESA AIR: Extends Stock Repurchase Program
------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA), announced that its Board of
Directors has extended its current stock repurchase program.  In
October 2002, the Board authorized the repurchase of two (2)
million shares, of which 1,616,334 remain available for repurchase
under the current program.  The extension, which is open-ended,
will allow the Company to purchase the remaining shares from time
to time in the open market.

The Company has bought approximately 4,805,927 million shares of
common stock under its various repurchase programs since the Board
first approved the program in December 1999, including 238,278
shares purchased in calendar year 2004.

"With the difficult operating environment in the airline industry,
we believe our recent stock price does not reflect the underlying
long-term value of our Company," said Jonathan Ornstein, Mesa's
Chairman and Chief Executive Officer.  "Under the resolutions
adopted, the Company will continue to monitor its stock price and
purchase shares if and when market conditions create what we
believe to be a buying opportunity."

Mesa currently operates 172 aircraft with over 1,000 daily system
departures to over 176 cities, 41 states, the District of
Columbia, Canada, Mexico and the Bahamas.  It operates in the West
and Midwest as America West Express; the Midwest and East as US
Airways Express; in Chicago, Denver and Los Angeles as United
Express; in Kansas City with Midwest Airlines and in New Mexico
and Texas as Mesa Airlines.  The Company, which was founded in New
Mexico in 1982, has approximately 4,500 employees.  Mesa is a
member of the Regional Airline Association and Regional Aviation
Partners.


METALDYNE: Explores with Dongfeng Joint Venture in China
--------------------------------------------------------
Metaldyne and Dongfeng Motor Co. Ltd. announce they have signed a
memorandum of understanding to explore a joint venture in China.  
The potential joint venture would focus on the manufacturing and
sales of powder metal-based products and assemblies for the local
transportation market.

"Metaldyne is pleased to announce this relationship with Dongfeng.
The potential joint venture would position Metaldyne to play a
larger role as a systems and module supplier in the Asia Pacific
region," said Scott Ferriman, senior vice president, Metaldyne
Asia Pacific.

"We hope that the MOU with Dongfeng will be a catalyst for the
Metaldyne footprint in China.  Our manufacturing presence in Asia
is a critical part of our growth strategy," adds Tim Leuliette,
Metaldyne's chairman, president and CEO.

"This project between Metaldyne and Dongfeng will benefit both
sides and will potentially lead to a win-win joint venture for
powder metal-based products.  These products have a bright future
in the ever-growing automotive market inside China and around the
world," said Mr. Wengyunzhong, Deputy Executive General Manager of
Parts & Components Business Unit, Dongfeng Co. Ltd.

                About Dongfeng Motor Co. Ltd.

Dongfeng Motor Co. Ltd. is a joint venture between Nissan Motor Co
Ltd and Dongfeng Motor Corporation, one of China's leading auto
makers.

Considered one of the largest JVs in the country's automotive
industry, Dongfeng Motor Co. Ltd. has been registered in Wuhan,
capital of Central China's Hubei Province, with a combined
investment of over US $2 billion. With 70,000 employees, the joint
venture produces automobiles ranging from cars, trucks and
minivans to buses at three separate bases in Guangzhou, capital of
South China's Guangdong Province, and Xiangfan and Shiyan cities,
both in Hubei Province.

                      About Metaldyne

Metaldyne is a leading global designer and supplier of metal-based
components, assemblies and modules for transportation-related
powertrain and chassis applications including engine,
transmission/transfer case, wheel-end and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.  The company serves the automotive segment
through its Chassis, Driveline, and Engine Groups.

As previously announced, the Company has been delayed in
completing certain of its financial statements and is reviewing
its previously issued financial statements due to an independent
inquiry into certain accounting allegations.

In general, the new extended waivers waive delivery of financial
statements until the earlier of September 30, 2004 or the
occurrence of certain adverse events, including a delivery of a
notice of default under certain other agreements. During the
waiver period, the Company expects to have access to its revolving
credit facility and to its accounts receivable securitization, as
typically required, subject to compliance with covenants and other
applicable limitations. Copies of these waivers will be filed with
the Securities and Exchange Commission as Exhibits to a Form 8-K.

In the event that certain waivers expire or are not obtained or
notices of default are delivered in respect of the Company's debt
securities, the Company could be materially and adversely affected
and lose access to its revolving credit and accounts receivable
securitization facilities.


MILACRON INC: Board OKs Stock Rights Offering of $2 Per Share
-------------------------------------------------------------
Milacron Inc. (NYSE:MZ) said its board of directors has approved a
stock rights offering in which holders of Milacron common stock
will be granted the opportunity to purchase a limited number of
new shares at a set offering price of $2.00 per share. At its
annual meeting of shareholders earlier, the company received the
shareholder approvals required to complete its recent refinancing
transactions, enabling the rights offering.

Within a matter of weeks, the company plans to submit a
registration statement for the offering to the Securities and
Exchange Commission (SEC). Once the registration statement clears
SEC review, Milacron's board of directors intends to set a record
date in the future, and shareholders will be entitled to purchase
0.452 shares for each share of Milacron common stock that they own
on the record date at the $2.00 per-share price. Common shares
received upon conversion of the company's newly issued 6% Series B
convertible preferred stock are not eligible for participation in
the rights offering.

Full subscription would result in the issuance of up to 16 million
new common shares. The company intends to use the net proceeds
from the offering to redeem a portion of its Series B convertible
preferred stock.

At March 31, 2004, Milacron Inc.'s balance sheet reflects a
stockholders' deficit of $43.4 million compared to a deficit of
$33.9 million at December 31, 2003.


MIRANT: Court Modifies Stay Allowing Kern River To Set Off Claim
----------------------------------------------------------------
On May 29, 2001, Kern River Gas Transmission Company and Mirant
Americas Energy Marketing, LP, entered into a Firm Transportation
Service Agreement, as amended on April 5, 2002.  Pursuant to the
Kern River Agreement and to Kern River's Federal Energy
Regulatory Commission Gas Tariff, MAEM posted a letter of credit
to secure its obligations under the Kern River Agreement.

The Letter of Credit was scheduled to expire in November 2003.  
Pursuant to the terms of the Letter of Credit, Kern River had the
right to draw on it if MAEM failed to obtain an extension of the
letter of credit.  As a result of the draw, Kern River currently
holds $14,751,589 in cash security for MAEM's obligations under
the Kern River Agreement.

On December 18, 2003, the Court permitted the Debtors to reject
Kern River Agreement.

Kern River alleges that it has suffered damages far in excess of
the cash security deposit as the result of MAEM's rejection of
the Kern River Agreement.  On January 13, 2004, Kern River filed
a proof of claim for $210,210,543 based on the damages that
allegedly resulted from the rejection.  Kern River asserts that
the cash security secures the proof of claim.  MAEM disputes the
amount of Kern River's alleged claim and contends that Kern
River's damages are substantially less than $210,210,543.  But
MAEM acknowledges that Kern River's actual damages as a result of
the rejection exceed the cash security deposit.

At Kern River's request and the Debtors' agreement, the Court
modifies the automatic stay of Section 362 of the Bankruptcy Code
solely to permit Kern River to immediately apply 100% of the cash
security deposit to its claim for damages arising from the
rejection of the Kern River Agreement.

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: Gets Nod to Employ Ordinary Course Professionals
-------------------------------------------------------------
MJ Research, Incorporated sought and obtained approval from the
U.S. Bankruptcy Court for the District of Nevada to continue
employing professionals it turns to in the ordinary course of
business.

The Debtor customarily retains the services of various attorneys,
accountants, consultants, appraisers, insurance advisors and other
professionals to represent them in matters arising in the ordinary
course of business.  These professionals provide:

   (i) tax preparation and other tax advice;

  (ii) consulting regarding business development;

(iii) legal advice with respect to routine litigation and real
       estate issues;

  (iv) employee relations; and

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

In light of the number of Ordinary Course Professionals involved,
it would be impractical and inefficient if the Debtor were forced
to submit individual applications and proposed retention orders to
the Court for each such Ordinary Course Professional.

To minimize the disruption in its road to reorganization, the
Court authorized the Debtors to pay any Ordinary Course
Professional, 100% of the fees upon the submission of an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered, provided that such fees do not exceed a
total of $15,000 per month per Ordinary Course Professional.

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.


MOONEY AEROSPACE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mooney Aerospace Group, Ltd.
        Louis Schreiner Field
        Kerrville, Texas 78028

Bankruptcy Case No.: 04-11733

Type of Business: The Debtor is a general aviation holding
                  company that owns Mooney Airplane Co., located
                  in Kerrville, Texas.
                  See http://www.mooney.com/

Chapter 11 Petition Date: June 10, 2004

Court: District of Delaware

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: 212-593-1100
                  Fax: 212-644-0544

Total Assets: $16,757,000

Total Debts:  $69,802,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Abbey Company             Lease                   $5,168,000
310 Golden Shore #300         Fax: 562-435-2109
Long Beach, CA 90802

Business Loan Express         MAC Security            $4,972,000
Independence Corp Park        Fax: 864-751-4455
One Independence Pointe,
Suite 102
Greenville, SC 29615

Stonestreet Ltd. Partnership  Unsecured Debenture     $1,800,000
c/o Canacord Capital Corp.    Fax: 416-956-8989
320 Bay Street, Suite 1300
Toronto, Ontario
Canada M5H 4A6

Stateland Ltd.                Unsecured Debenture     $1,000,000
160 Central Park South        Fax: 212-772-0817
Suite 2602
New York, NY 10019

Endeavour Cap Invest Fund     Unsecured Debenture       $660,000
Cumberland House              Fax: 284-494-3917
27 Cumberland Street
Nassau
New Providence, The Bahamas

The Keshet Fund LP            Unsecured Debenture       $561,000
135 W. 50th Street            Fax:
Suite 1700                    011-44-1624-661594
New York, NY 10020

Jenkens & Gilchrist et al     Legal Fees                $536,000
The Chrysler Bldg.            Fax: 212-704-6288
405 Lexington Ave
New York, NY 10174

Tradersbloom                  Unsecured Debenture       $341,000
c/o Beacon Capital Mgmt.      Fax: 011-284-494-4771
P.O. Box 972
Roadtown, Tortola, BBI

Elias Dayan                   Unsecured Debenture       $300,000
Blas Pascal #184-202          Fax: 5588-5212
CP. 11580
Col. Polanco
Mexico City, Mexico

LH Financials                 Note                      $300,000
160 Central Park S            Fax: 212-586-8244
New York, NY 10019

Tayside Trading Ltd.          Unsecured Debenture       $281,000
50 Town Range                 Fax:
Gibralter                     011-972-2-500-2641

Esquire Trade & Finance       Note - Fax:               $220,000
                              011-41-41-760-1031

L Peter Larson                Employee Comp             $200,000
                              Fax: 818-995-7159

Dale Ruhmel                   Employee Comp             $200,000
                              Fax: 818-995-7159

Ronald Whiteford              Deposit                   $200,000
                              Fax: 574-234-0499

Mooney Airplane Co.           Trade Payables            $186,000
                              Fax: 830-792-2943

Carl Chen                     Note                      $150,000
                              Fax: 210-258-8610

Los Angeles Tax Collector     Property Taxes            $166,000
                              Fax: 213-626-1812

Luce Forward Hamilton         Employee comp             $150,000
                              Fax: 619-232-8311

Leader Financial Corp.        Note                      $132,000
                              Fax: 972-661-5566


NATIONAL CENTURY: Court Asked To Stay 3rd Round Discovery Order
---------------------------------------------------------------
JPMorgan Chase Bank, former Indenture Trustee, Seward & Kissel,
LLP, Thomas G. Mendell, Harold W. Pote, Eric R. Wilkinson, Credit
Suisse First Boston, LLC, Credit Suisse First Boston, New York
Branch, Bank One, N.A., Deloitte & Touche, LLP, Purcell & Scott,
Co., L.P.A., Squire, Sanders & Dempsey L.L.P., and
PricewaterhouseCoopers, LLP, each a target of the National Century
Financial Enterprises, Inc. Debtors' Rule 2004 discovery effort,
ask the Court to stay the order authorizing the Debtors to conduct
a third round of Rule 2004 Discovery until the appeal of that
order is ruled upon by the United States District Court for the
Southern District of Ohio, Eastern Division.  

William C. Wilkinson, Esq., at Thompson Hine, in Columbus, Ohio,
asserts that the Court-approved post-confirmation substantive
discovery is contrary to the purpose and scope of Rule 2004 of
the Federal Rules of Bankruptcy Procedure.  The Order also allows
the Litigation Trusts created under the Debtors' Fourth Amended
Liquidation Plan, to which certain of the Debtors' prepetition
causes of action have been transferred, to circumvent the
safeguards and limitations of the Federal Rules of Civil
Procedure as well as the orderly administration of the NCFE
multidistrict proceedings pending in the District Court.  

If a stay is not issued, Mr. Wilkinson explains, the Appellants
will be forced to choose between possibly mooting their rights to
appeal the Third Rule 2004 Discovery Order by complying with the
subpoenas issued under its authority, or risking contempt and
sanctions for non-compliance with those subpoenas.  The
Appellants will suffer irreparable injury without a stay because
the subject discovery will go forward before the parties can
brief the issues for the District Court's review.

In contrast, a stay would not prejudice the Debtors or the
Litigation Trusts because they have already created a Retained
Actions Exhibit to their Plan aimed at identifying and preserving
alleged litigation claims for the bankruptcy estate.  Even if the
Debtors were to discover additional claims through discovery
under the Third Rule 2004 Discovery Order, the Debtors and the
Liquidation Trusts are precluded as a matter of law from pursuing
any claims discovered post-confirmation that were not adequately
identified and retained at confirmation.

In fact, Mr. Wilkinson continues, the Litigation Trusts will not
suffer any prejudice if they could no longer use Rule 2004
examinations to obtain discovery from the Appellants because once
the Litigation Trusts file complaints, they can request discovery
under the applicable federal or state rules of civil procedure.  

Furthermore, Mr. Wilkinson maintains, the Appellants will likely
prevail on the merits of their appeal because:

   (a) the purpose of Rule 2004 discovery is to identify
       potential claims of the bankruptcy estate and the Debtors
       have already created a Retained Actions Exhibit designed
       to identify and preserve the claims;

   (b) the Debtors' post-confirmation Rule 2004 discovery is
       improper and futile because the Sixth Circuit case of
       Browning v. Levy precludes the prosecution of additional
       claims not previously identified and retained prior to
       confirmation;

   (c) the Debtors lack standing to conduct Rule 2004 discovery
       after their Plan was confirmed and consummated; and

   (d) Rule 30(b)(6) of the Federal Rules of Civil Procedure and
       other civil depositions under the guise of Rule 2004 would
       be improper, unfair, and prejudicial to the Appellants.

Mr. Wilkinson argues that the Debtors have no standing after
April 2004 to pursue discovery because the Litigation Claims now
belong to the Litigation Trusts.  As a result of the transfer of
Litigation Claims under the Plan, the Debtors lost their pre-
confirmation standing to pursue discovery.  Instead, the real
parties-in-interest are the holders of claims against the estate,
many of which are also plaintiffs in the MDL Cases.

Rebecca S. Parett joins the request to stay the third round of
the Debtors' Rule 2004 discovery.

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 WASTE: Gets Nod to Hire Blank Rome as Special Counsel
--------------------------------------------------------------
National Waste Services of Virginia, Inc., sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Blank Rome LLP as its special counsel.

Blank Rome will

   a) investigate, prepare, file and prosecute claims in favor
      of the Debtor's estate against the Virginia Department of
      Environmental Quality, Page County, Virginia and other
      persons or entities for, among other claims, improperly
      and illegally revoking the Permit without affording NWS an
      opportunity to participate as a party to the revocation
      proceedings, violation of the automatic stay and trespass;

   b) handle all other work in connection with the DEQ
      Litigation, including but not limited to handling any
      settlement discussions and any appeals that may be
      required; and

   c. perform other specific services, as requested, to assist
      the Debtor in the administration of the Debtor's estate
      and the carrying out of its duties relating to the DEQ
      Litigation.

Blank Rome's current standard billing rate range from:

         Designation           Billing Rate
         -----------           ------------
         partners              $300 to $625 per hour
         associates            $200 to $350 per hour
         paralegals            $100 to $185 per hour

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


NEWPOWER: Wants to Make Interim Distributions to Shareholders
-------------------------------------------------------------
As previously reported, on August 15, 2003, the United States
Bankruptcy Court for the Northern District of Georgia, Newnan
Division confirmed the Second Amended Chapter 11 Plan  with
respect to NewPower Holdings, Inc. and TNPC Holdings, Inc., a
wholly owned subsidiary of the Company. As previously reported, on
February 28, 2003, the Bankruptcy Court previously confirmed the
Plan, and the Plan has been effective as of March 11, 2003, with
respect to The New Power Company, a wholly owned subsidiary of the
Company. The Plan became effective on October 9, 2003 with respect
to the Company and TNPC.

On May 7, 2004, the Company filed a motion with the Bankruptcy
Court for an order permitting the Company, pursuant to section
5.20 of the Plan, to make interim distributions to and/or to
establish reserves for certain remaining stakeholders under the
Plan. The amount of the interim distribution allocable to
shareholders eligible for receipt thereof would be forty cents
($0.40) per share of common stock of the Company.

Any interim distribution is subject to approval by the Bankruptcy
Court. The Company anticipates that it will make an additional,
final distribution of liquidation proceeds to holders of allowed
claims and interests in Classes 9 (common stock), 10 (Options) and
11 (Warrants) and to any remaining holders of allowed claims in
Class 8 (Securities Claims), which will be paid in accordance with
the terms of the Plan. The amount of any final distribution of
liquidation proceeds will depend on the resolution of all
remaining and any future claims by or against the Company.


NEW WORLD PASTA: Taps Lisa J. Donahue from AlixPartners as New CEO
------------------------------------------------------------------
New World Pasta Company announced that it has appointed Lisa J.
Donahue as Chief Executive Officer of the Company.  Ms. Donahue is
a principal at AlixPartners LLC, a consulting firm that
specializes in financial restructuring and operational performance
improvement.  Prior to this appointment, Ms. Donahue had served in
senior executive and leadership positions for multiple successful
restructurings. Most recently, Ms. Donahue led the successful
turnarounds at Exide Technologies, a $3 billion global electrical
energy storage firm, and Regal Cinemas, Inc., the nation's largest
theater circuit.  Ms. Donahue has over thirteen years of
experience in the restructuring field.  She will also bring
to the Company several of her associates at AlixPartners LLC who
have specialized financial and operational expertise.

"Lisa brings a wealth of restructuring and turnaround experience
to our Company," said Paul S. Levy, the Chairman of New World
Pasta Company's Board of Directors, "and has the unique
combination of financial expertise, a background in operations and
superior leadership experience in restructuring situations that
the Company needs at this time.  A turnaround situation requires a
special skill set.  Lisa has that special skill set, and is well
recognized by the financial and business community for her prior
success."

"At its core, New World Pasta has dedicated employees, a
collection of leading consumer brands and a great set of products
that our customers and consumers want to have," said Ms. Donahue.  
"I am looking forward to the challenges ahead."

Ms. Donahue replaces Wynn A. Willard as the Company's Chief
Executive Officer.  Mr. Willard, who joined the Company in May
2003, instituted sales, marketing and operational improvements,
and restored U.S. branded sales growth at the Company in 2004.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States.  The Company filed for chapter
11 protection on May 10, 2004 (Bankr. M.D. Pa. Case No. 04-02817).  
Eric L. Brossman, Esq., at Saul Ewing LLP represents the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, they listed both estimated debts
and assets of over $100 million.


O'SULLIVAN IND: Rick A. Walters Succeeds Phillip J. Pacey as CFO
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pinksheets: OSULP) announces
the appointment of Rick A. Walters as its new Executive Vice
President and Chief Financial Officer succeeding Phillip J. Pacey
who resigned in April 2004.

In addition to being a key member of the O'Sullivan Furniture
executive management team, Mr. Walters will oversee the finance,
treasury, credit, investor relations and information technology
functions at O'Sullivan Furniture and will report directly to Bob
Parker, O'Sullivan's President and Chief Executive Officer.

Mr. Walters joins O'Sullivan Furniture from Newell Rubbermaid, a
global manufacturer and marketer of name-brand consumer products,
where he served as Group Vice President and CFO of the
Sharpie/Calphalon Group since 2001.  From 1998 through 2001, he
was Vice President and Controller of Newell Rubbermaid's Sanford
Corporation.  From 1996 to 1998, he was Vice President and
Controller of Newell Rubbermaid's Eldon Office Products.

"We are delighted to welcome Rick to O'Sullivan Furniture," said
Bob Parker, O'Sullivan's President and Chief Executive Officer.  
"Rick is an accomplished executive with extensive corporate
finance, strategic planning and operations experience and is an
excellent addition to the O'Sullivan Furniture executive team.  He
is the ideal person to step into the CFO role as we begin the
process of transforming O'Sullivan Furniture into a stronger
company for the future."

                       About the Company

O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board: OSULP)
-- whose March 31, 2004 balance sheet shows a shareholders'
deficit of $154 million -- is a leading manufacturer of ready-to-
assemble furniture.


OMI CORPORATION: S&P Removes All Ratings From CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services it affirmed its 'BB' corporate
credit and its other ratings on OMI Corporation and removed all
the ratings from CreditWatch, where they were placed on May 28,
2004. The removal from CreditWatch followed OMI's announcement
that it had withdrawn its offer to acquire unrated Stelmar
Shipping Ltd. The outlook is stable. Stamford, Connecticut-based
OMI has $613 million in lease-adjusted debt.

"The improved tanker market, even if it weakens somewhat, should
enable the company to maintain its credit profile," said Standard
& Poor's credit analyst Kenneth Farer. "However, ratings upside
potential is limited because of the ongoing fleet renewal program
and participation in the competitive and cyclical tanker market."

OMI is engaged primarily in ocean transportation of crude oil and
refined petroleum products. Since 1998, the company has been an
internationally focused owner and operator of oil tankers.

Standard & Poor's expects that internally generated cash and the
company's credit facilities will be sufficient to meet operating
and capital spending needs and debt maturities over the
intermediate term. OMI has a $245 million revolving credit
facility, which matures on March 14, 2010, and a $348 million
revolving credit facility, which matures on July 27, 2007. The
amortizing credit facilities allow for up to $396 million in
borrowing capacity.


OWENS CORNING: Committee Tells Why Trustee Should be Appointed
--------------------------------------------------------------
As directed by the Court at the May 18, 2004 omnibus hearing, the
Official Committee of Unsecured Creditors, representing the
prepetition bank lenders, bondholders, and trade creditors of
Owens Corning, informs the Court of recent developments that
make the appointment of a Chapter 11 Trustee all the more
appropriate.

Sean P. Haney, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, relates that since the Trustee Motion was
filed in October 2003, the Debtors' continuing conduct and the
discovery of previously undisclosed facts confirmed the need for
the appointment of a neutral trustee to honor and enforce Owens
Corning's fiduciary duty to act for the benefit of all its
creditors and to restore the integrity of the tarnished plan
process in its Chapter 11 cases.

According to Mr. Haney, the Debtors continue to support a
reorganization plan containing a wildly inflated asbestos claim
valuation of $16,000,000,000.  The $16 billion amount is nearly
three times the Debtors' own most recent estimates on file with
the Securities and Exchange Commission and disclosed to the
public only a few months before proposing the Plan.  It is also
nearly five times the estimates the Debtors filed with the SEC
only months before that.  The Debtors have tried to distance
themselves from the indefensible $16,000,000,000 asbestos figure,
suggesting at the May 18, 2004 omnibus hearing that it is
"merely" a condition to confirmation and "not our number."  By
making that valuation a condition, the Debtors threaten the Court
with failure of the Plan unless it blesses the tort claimants'
outlandish demand.

Mr. Haney elaborates that the course of events since October 2003
demonstrated not only that the Debtors would take no action that
would meet with disapproval by the asbestos lawyers who have a
stranglehold on the Debtors' Chapter 11 cases, but that they will
work actively to:

   -- prevent any other party from challenging the tort
      lawyers' iron grip on the plan process; and

   -- block any inquiry into the mounting evidence of
      irregularity and improper conduct in the Debtors' cases.

When the Commercial Committee sought discovery of the analyses
underlying the Debtors' asbestos estimates filed with the SEC,
Owens Corning refused to produce them, baselessly claiming that
the analyses were irrelevant and covered by a work product
privilege.

On May 18, 2004, the Court recognized that the documents were
relevant and that the Debtors had not established privilege, thus
it directed the parties to negotiate a case management order to
govern production of the documents and other discovery issues.
Owens Corning's very stance of treating the matter as an
adversarial dispute between it and the tort claimants on one hand
and the commercial creditors on the other is further evidence
that it is no longer acting as a neutral fiduciary for all
creditors.  Instead, it has become an advocate for tort claimant
interests and has, therefore, forfeited any right to control the
reorganization process.

Mr. Haney notes that the Debtors continued to "obfuscate" and
delay any attempt to set a realistic valuation of the asbestos
claims.  The evidence obtained in connection with the recent
recusal proceedings and other evidence that has come to light has
revealed serious improprieties in connection with the formulation
of the current reorganization plan, which the Debtors and the
tort lawyers plan to "cram down" on commercial creditors.  The
evidence suggests that the plan filed by the Debtors may be the
result of extensive, improper ex parte communications among the
asbestos lawyers, Judge Wolin, and his conflicted advisors.  The
Court of Appeals found the evidence of these improprieties so
troubling that it took the unusual step of ordering Judge Wolin
recused after nearly two years in the Owens Corning case.  For
their part, not only did the Debtors oppose recusal, but they
also worked in concert with the tort interests to try to block
discovery in the recusal proceedings and keep the evidence of
impropriety hidden.  Even in the face of the Third Circuit's
recusal opinion, the catalog of improprieties it outlines, and
the Third Circuit's identification of the players involved, the
Debtors stubbornly insist that nothing is wrong and seek to block
any inquiry or scrutiny.

Mr. Haney avers that the Debtors' pattern of conduct has only one
plausible explanation: they are firmly joined at the hip with the
only constituency whose conduct has tarnished the integrity of
the plan process and that, therefore, has any motivation to
defend that conduct -- the tort firms that dominate every major
asbestos case and exploited their ties to the Advisors and their
improper access to Judge Wolin to attempt to tilt the Owens
Corning plan process in their favor.  The Debtors understand that
the dramatically skewed creditor recoveries imposed under the
current Plan, as well as the circumstances surrounding its
genesis, cannot survive scrutiny by an impartial tribunal, and
they have therefore gone to great lengths to avoid the scrutiny.

The Debtors' continuing attempts to shield their stewardship of
the plan process from open and impartial scrutiny, as well as
their campaign to frustrate the Commercial Committee's efforts to
challenge the inflated asbestos numbers on which the current Plan
depends, underscore that the Debtors' existing management has
abandoned the commercial creditors in an attempt to curry favor
with the asbestos lawyers who will control Owens Corning on its
emergence from Chapter 11.

Mr. Haney asserts that a trustee is both warranted and necessary
to cure the disregard of the Debtors' fiduciary role and to
restore integrity, fairness, and balance to the plan process.
The Commercial Committee is aware that Credit Suisse First
Boston, as Agent, Kensington International, Springfield
Associates, LLC, and Angelo Gordon sought the appointment of an
examiner to investigate the alleged undue domination of the tort
firms, and whether and to what extent the integrity of the plan
process has been compromised in Owens Corning's cases.  While the
Commercial Committee has not yet taken any position with respect
to the request for appointment of an examiner, in the event the
Court ultimately appoints an examiner, it is prepared to hold the
Trustee Motion in abeyance until the examiner has completed his
or her investigation.  If, however, the Court declines to appoint
an examiner with broad powers, the Commercial Committee believes
that the commercial creditors should be permitted to conduct
appropriate discovery regarding both the recently revealed
improprieties and the prior conduct that was cited in the Trustee
Motion and that a Trustee should be appointed without further
delay.

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


PACIFIC GAS: Inks Stipulation Allowing Bank Of America's Claims
---------------------------------------------------------------
Pacific Gas and Electric Company and certain financial
institutions entered into a $1,000,000,000 Credit Agreement dated
as of December 1, 1997, with Bank of America, N.A., formerly
known as Bank of America National Trust and Savings Association,
as administrative and documentation agent.

Pursuant to the $1B Credit Agreement, PG&E was indebted and
liable for $939,724,065 to Bank of America and the $1B Credit
Agreement Banks as of the Petition Date.  As a result, on
August 31, 2001, Bank of America filed Claim No. 7211 against
PG&E's bankruptcy estate for:

   (a) $938,461,000 in principal amount;

   (b) $1,234,140 in accrued and unpaid interest; and

   (c) $28,925 in incurred and unpaid facility fees.

In addition, Claim No. 7211 seeks payment, in an unspecified
amount, of interest, expenses, fees and other charges incurred by
Bank of America, which continue to accrue and be incurred after
the Petition Date.

Pursuant to a Court-approved settlement among PG&E's
reorganization plan proponents and senior debtholders, PG&E paid:

   (a) all outstanding prepetition interest related to the Credit
       Agreement;

   (b) all outstanding prepetition facility fees related to the
       Credit Agreement; and

   (c) certain postpetition interest and fees through April 17,
       2002, and certain continuing postpetition interest and fee
       obligations on a quarterly basis.

Bank of America, in its capacity as $1B Credit Agreement Agent,
has not received full payment with respect to accrued attorneys'
fees and expenses, nor has it received full payment with respect
to accrued postpetition interest, fees and other charges.  
Furthermore, Bank of America's counsel has prepared invoices with
respect to attorneys' fees and expenses for services rendered
before February 1, 2004, and has submitted the invoices to PG&E
pursuant to the established procedures.

                          Claim No. 7243

PG&E entered into an $850,000,000 Credit Agreement dated as of
December 1, 2000, with certain financial institutions, and with
Bank of America as administrative agent.

On August 31, 2001, Bank of America filed Claim No. 7243 against
PG&E's bankruptcy estate.  In Claim No. 7243, Bank of America
asserts a claim for fees arising out of or related to the $850M
Credit Agreement on behalf of itself and the other $850M Credit
Agreement Banks.

PG&E did not draw any principal amounts pursuant to the $850M
Credit Agreement, and the fees owing have been paid.
Consequently, PG&E does not currently owe any amount under the
$850M Credit Agreement.

                  Administrative Expense Claim

PG&E and Bank of America entered into a Reimbursement Agreement -
- Series C -- dated as of May 1, 1996.  On May 23, 1996, Bank of
America -- in its capacity as letter of credit issuing bank --
issued an irrevocable, direct pay transferable letter of credit,
No. LASB-228835, which provides credit and liquidity support for
California Pollution Control Financing Authority Pollution
Control Refunding Revenue Bonds (Pacific Gas and Electric
Company) 1996 Series C.

Bank of America has previously agreed to forbear from exercising
its rights for a limited period of time with respect to the 96C
Bonds documents, the Letter of Credit and the 96C Reimbursement
Agreement, in exchange for PG&E's agreement to make certain
payments, including the payment of increased letter of credit
fees, and other concessions by PG&E.  The Agreements have
previously been approved by the Court through Orders approving
PG&E's execution and performance under a Term Sheet -- including
an amendment of the Term Sheet -- among the relevant parties.  
The terms of the agreements approved and embodied in the Term
Sheet Orders have been incorporated into the Plan.

Under the terms of the 96C Reimbursement Agreement and various
other arrangements between PG&E and Bank of America as the Letter
of Credit Issuing Bank, and pursuant to Court Orders, PG&E is
obligated to reimburse Bank of America for all amounts drawn on
the related letter of credit, as well as all other unpaid
interest and unpaid fees, including, without limitation,
commitment fees and letter of credit fees, all unpaid costs,
charges, fees and expenses, including, without limitation,
attorneys' fees and expenses, and other obligations in respect of
indemnities.

On January 21, 2004, Bank of America filed a timely request for
allowance and payment of administrative expense claim against
PG&E's bankruptcy estate on behalf of itself and in its capacity
as the:

   (a) Credit Agreement Agent pursuant to the $1B Credit
       Agreement;

   (b) Credit Agreement Agent pursuant to the $850M Credit
       Agreement; and

   (c) Letter of Credit Issuing Bank pursuant to the 96C
       Reimbursement Agreement and various other documents
       between PG&E and the Letter of Credit Issuing Bank.

In the Administrative Expense Claim, Bank of America asserts,
among other things, postpetition claims for:

   (a) all interest, expenses, fees and other charges, including,
       without limitation, attorneys' fees and expenses incurred
       related to the $1B Credit Agreement, which continue to
       accrue and be incurred after the Petition Date, as
       provided pursuant to the $1B Credit Agreement, the Plan,
       various other Court orders and applicable law; and

   (b) allowance and payment of all amounts drawn under the
       Letter of Credit, as well as all other unpaid interest,
       fees, costs, charges, expenses, and other obligations in
       respect of indemnities, which continue to accrue and be
       incurred after the Petition Date, as provided pursuant to
       the 96C Reimbursement Agreement, the Letter of Credit, the
       terms of the agreements approved and embodied in the Term
       Sheet Orders, the Plan, various other Court orders and
       applicable law.

With respect to the 96C Reimbursement Agreement and other
documents executed in connection with the Letter of Credit, PG&E
paid postpetition obligations pursuant to the authority granted
in the Term Sheet Orders.  Bank of America -- in its capacity as
the Letter of Credit Issuing Bank -- has not received full
payment with respect to accrued attorneys' fees and expenses, nor
has it received full payment with respect to accrued postpetition
reimbursements, fees and other charges.  In addition, Bank of
America's counsel has prepared invoices with respect to
attorneys' fees and expenses for services rendered before
February 1, 2004, and has submitted these invoices to PG&E
pursuant to the established procedures.

                    Settlement of the Claims

On February 4, 2004, PG&E filed objections to Claim Nos. 7211 and
7243, and the Administrative Expense Claim.

Accordingly, in a Court-approved stipulation, Bank of America and
PG&E agree to resolve the claims without further litigation.  In
particular, the Stipulation provides that:

   (a) With respect to the principal portion of Claim No. 7211,
       Bank of America will be allowed a $938,461,000 general
       unsecured claim.  The allowed general unsecured claim will
       be treated like other similar allowed general unsecured
       claims in PG&E's Chapter 11 cases;

   (b) With respect to the interest, fees and expense obligations
       portion of Claim No. 7243, Bank of America acknowledges
       that PG&E has paid all outstanding prepetition interest,
       fees and expense obligations, provided that Bank of
       America, on behalf of the $1B Credit Agreement Banks,
       reserves its right to assert claims for the interest, fees
       and expense obligations in the event that these are ever
       recharacterized as payments of principal.  Bank of
       America, on behalf of the $1B Credit Agreement Banks, also
       reserves its right to seek payment for any unpaid
       interest, fees and expense obligations without the
       necessity of filing an administrative claim request;

   (c) With respect to the attorneys' fees and expense
       obligations arising under the $1B Credit Agreement, and as
       requested in the Administrative Expense Claim, Bank of
       America, on behalf of the $1B Credit Agreement Banks,
       reserves its right to seek payment for any additional
       unpaid attorneys' fees and expense obligations, without
       the necessity of filing an administrative claim request;

   (d) With respect to Claim No. 7243, Bank of America
       acknowledges that PG&E has paid all outstanding amounts
       due and owing pursuant to the $850M Credit Agreement, and
       that no additional amounts currently are owing by PG&E
       under the Agreement;

   (e) Bank of America represents that other than Claim Nos. 7211
       and 7243, and the Administrative Expense Claim, it has
       neither filed nor asserted any other claim against PG&E or
       its bankruptcy estate in connection with the Credit
       Agreements, and agrees not to file or assert any other
       claim in the future;

   (f) With respect to the attorneys' fees and expense
       obligations arising under the 96C Reimbursement Agreement
       and other documents executed in connection with the Letter
       of Credit, and as requested in the Administrative Expense
       Claim, Bank of America, as Letter of Credit Issuing Bank,
       reserves its right to seek payment for any additional
       unpaid attorneys' fees and expense obligations, without
       the necessity of filing an administrative claim request.
       It is expressly understood that allowance and payment of
       all amounts drawn under the Letter of Credit, as well as
       all other unpaid interest and fees, including commitment
       and letter of credit fees, all unpaid costs, charges, fees
       and expenses, and other obligations in respect of
       indemnities, which continue to accrue and be incurred
       after the Petition Date, will be treated pursuant to the
       96C Reimbursement Agreement, the Letter of Credit, the
       terms of the agreements approved and embodied in the Term
       Sheet Orders, the Plan, various other Court orders and
       applicable law, and the Stipulation will have no effect on
       the treatment of the claims;

   (g) Pursuant to applicable agreements and prior Court orders,
       Bank of America is entitled to reimbursement of the
       reasonable attorneys' fees and incurred expenses in
       connection with PG&E, including reasonable attorneys' fees
       and expenses for services rendered to Bank of America
       arising from the Credit Agreements and the Letter of
       Credit Reimbursement Agreements, including a reasonable
       allocable portion of the fees and expenses of outside
       counsel retained by Bank of America for services related
       to the Official Committee of Unsecured Creditors that at
       the same time are reasonably attributable to Bank of
       America's interests and responsibilities in its capacity
       as agent pursuant to the credit agreement or as letter of
       credit issuing bank.  Accordingly, PG&E will remit to
       Claimant funds in an amount equal to the sum of the
       Outstanding Invoices arising from services rendered
       subsequent to the Petition Date.  Upon and after May 1,
       2004, Bank of America will disburse to its attorney the
       portion of the Invoice Amount held which is not the
       subject of a specific written objection by PG&E; and

   (h) Bank of America represents that it has neither assigned
       nor in any way transferred any part of the claims subject
       to the Stipulation to any person or entity, and that there
       are no liens on any of the claims.

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: Utilities Say Debtors' Condition Continues to Worsen
--------------------------------------------------------------
The Brooklyn Union Gas Company, doing business as KeySpan Energy
Delivery New York, KeySpan Energy Services, Inc., Consolidated
Edison Company, Public Service Electric & Gas Company, and
Consumers Energy Company tell Judge Drain that recent events
establish that the Parmalat U.S. Debtors' financial condition
continues to worsen in that the Debtors' insistence that the
Utilities are adequately assured pursuant to Section 366 of the
Bankruptcy Code is without merit:

   (1) The Debtors' recent filing of their monthly operating
       reports for the period from February 22, 2004 through
       March 20, 2004 reveals that they continue to have
       significant operating and net losses;

   (2) It appears that the Debtors have failed to fulfill the
       original terms of their DIP financing agreement with
       General Electric Capital Corporation in which the Debtors
       agreed to:

          (i) provide fully executed documentation regarding the
              sale of substantially all of their assets to GE
              Capital by March 20, 2004; and

         (ii) file a request seeking approval of the bidding
              procedures for that sale by April 15, 2004.

       The delay in the sale of their assets raises the question
       of whether the Debtors can continue to operate as debtors-
       in-possession on an administratively solvent basis; and

   (3) Despite an $8,500,000 cash infusion by GE Capital, Debtor
       Farmland Dairies, LLC, only had $1,068,007 cash on hand as
       of March 20, 2004, further illustrating the extent to
       which the Debtors' are suffering operating losses during
       the pendency of these cases.

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: Kmart Wants $500,000 Critical Vendor Payment Back
-----------------------------------------------------------------
Kmart Corporation commenced an adversary complaint, in its own
Chapter 11 case pending before the U.S. Bankruptcy Court for the
Northern District of Illinois, to recover $500,000 of critical
vendor payment made to Parmalat USA Corporation.

According to William J. Barrett, Esq., at Barrack Ferrazzano
Kirschbaum Perlman & Nagelberg, LLC, in Chicago, Illinois, the
payment constitutes an unauthorized postpetition transfer of
property of Kmart's estate.  The payment is avoidable pursuant to
Section 549 of the Bankruptcy Code.

Mr. Barrett explains that on the first day of its bankruptcy,
Kmart sought and obtained permission to immediately pay
prepetition claims of all its critical vendors.  Capital Factors,
Inc., a factoring agent for a number of Kmart's apparel suppliers
holding millions of dollars in unsecured claims against the Kmart
bankruptcy estate, appealed the Critical Vendors Order to the
U.S. District Court for the Northern District of Illinois.  On
April 10, 2003, after all of the critical vendors had been paid
and as Kmart's reorganization plan was on the verge of approval,
District Court Judge John F. Grady reversed the Critical Vendor
Order.  Judge Grady concluded that neither Section 105(a) nor a
"doctrine of necessity" supported the Order.

Kmart appealed the ruling to the Seventh Circuit Court of
Appeals.  Kmart insisted that by the time Judge Grady acted, it
was too late.  Money had changed hands and cannot be refunded.

The Seventh Circuit, nonetheless, held that "it is not too late
to order that the monies be returned."  The Seventh Circuit,
accordingly, affirmed the District Court's decision.

Since the Critical Vendor Order has been reversed, Mr. Barrett
contends that it would be contrary to the Bankruptcy Code, and
inequitable for Parmalat USA to be permitted to retain the
payment and thereby be paid in full on its prepetition claim when
all other unsecured creditors were not paid in full.

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: Court Agrees To Waive Investment & Deposit Guidelines
--------------------------------------------------------------
The Pegasus Satellite Communications, Inc. Debtors use numerous
bank depository and disbursement accounts, as well as certain
investment accounts.  The Debtors' investment of excess
unrestricted cash has been dictated for the most part by the
requirement of certain credit agreements.  Pursuant to the Credit
Agreements, the Debtors can invest excess cash in Cash
Equivalents.  

Currently, Robert J. Keach, Esq., at Bernstein, Shur, Sawyer &
Nelson, in Portland, Maine, relates that the Debtors' excess
unrestricted cash is on deposit with Deutsche Bank Trust Company
Americas in the Direct Broadcast Satellite Concentration Accounts
and with Sovereign Bank in the Pegasus Broadcast Television,
Inc., Concentration Account, or in a short-term money market
account maintained by Pegasus Satellite Television, Inc., with
Scudder Investments.  If excess cash remains in the Direct
Broadcast Satellite Concentration Account or the Pegasus
Broadcast Concentration Account at the end of each business day,
Deutsche Bank and Sovereign automatically transfer funds to
overnight investment accounts at their financial institution.  
However, to obtain a better return on their investment, the
Debtors can manually wire transfer funds from the Pegasus
Satellite Concentration Account to the Scudder money market
account, which is managed by Deutsche Bank.  Deposits in the
Deutsche Bank and Sovereign overnight accounts mature on the
business day following the day of deposit and are then returned,
with interest, to the Pegasus Satellite Concentration Account or
the Pegasus Broadcast Concentration Account.

The Debtors' depository and disbursement accounts with balances
in excess of $5,000 are all held at financial institutions with a
Moody's Ratings of "Baa" or better.  The Debtors will monitor
monthly the Moody's ratings of all Debtors' banks with account
balances in excess of $5,000 and will advise the Court if any
rating drops below a "Baa" rating by Moody's.  Furthermore, the
Debtors will insure that any new accounts that are opened
postpetition will be with banks that have achieved ratings of
"Baa" or better.  

Section 345(a) of the Bankruptcy Code provides that a debtor-in-
possession "may make such deposit or investment of the money of
the estate . . . as will yield the maximum reasonable net return
on such money, taking into account the safety of such deposit or
investment."  Pursuant to Section 345(b), any deposit or other
investment made by a debtor, except those insured or guaranteed
by the United States or by a department, agency or
instrumentality of the United States or backed by the full faith
and credit of the United States, must be secured by a bond in
favor of the United States or by the deposit of securities.

Mr. Keach points out that the Debtors are large, complex and
sophisticated organizations that are financially connected
through a structured and efficient Cash Management System.  The
Debtors have ample ability to transfer funds between accounts as
needed to ensure the safety of the funds.  Furthermore, the
Debtors' investment activities are made in accordance with the
Credit Agreements among the Debtors and their prepetition
lenders, whose interest is ensuring that the Debtors' assets are
not dissipated.  Consequently, Mr. Keach asserts that sufficient
cause exists to waive the Section 345(b) requirements in these
cases.

Consistent with the objectives of Section 345 and the
requirements of the Credit Agreements, the Debtors sought and
obtained Court's authority, on an interim basis, to invest and
deposit funds in a safe and prudent manner in accordance with the
Credit Agreements and with the Debtors' prepetition practices,
notwithstanding that the investments may not strictly comply in
all respects with strictures of Section 345(b).

The Court will convene the Final Hearing on the Debtors' request
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)    


PEGASUS: Court Finds DIRECTV in Violation of Automatic Stay
-----------------------------------------------------------
The Honorable James B. Haines, Jr. of the U.S. Bankruptcy Court
for the District of Maine convened an emergency hearing yesterday
afternoon to rule on Pegasus' complaints against DirecTV.  

Judge Haines says that some of DirecTV's actions to lure satellite
television subscribers away from Pegasus since June 2 are
improper.  DirecTV has beamed ads to subscribers on the DBS system
and sent mailings to Pegasus customers urging them to switch
providers.  To the extent that DirecTV's actions are inconsistent
with unexpired contracts, those actions are prohibited by the
automatic stay that protected Pegasus from the moment it filed its
chapter 11 petition. DirecTV must not use information it has about
Pegasus' subscribers to market DirecTV programming services
directly.  

Judge Haines does not find that DirecTV's notice of termination
sent on June 2 is void.  The contracts are what they are and
Pegasus' bankruptcy filing doesn't void DirecTV's termination
notice or make it disappear.  

Judge Haines rejected any notion that the automatic stay protects
Pegasus from competition while in bankruptcy.  

Ted Lodge, Pegasus' President, said, "We are gratified that Judge
Haines has concluded that DIRECTV has violated the automatic stay.
While we are disappointed that he did not also find that DIRECTV's
other marketing activity in our exclusive territories is a
violation of the automatic stay, we continue to believe that this
is a breach of our fundamental rights. We intend to commence
litigation on these matters shortly and will ask the Judge to
enforce our exclusive rights. We will continue to fight vigorously
for our rights so that we may preserve for our employees,
customers, business partners, creditors and shareholders the value
we have created over the last ten years at Pegasus."

                      Case Background

In 1994, DIRECTV, Inc., launched the first direct broadcast
satellite service in the United States.  DIRECTV, now controlled
by News Corporation Limited, currently offers in excess of 800
entertainment channels of near laser disc quality video and
compact disc quality audio programming to subscribers throughout
the United States.  Pursuant to a DBS Distribution Agreement
entered into in 1992 and amended in 1994, between the National
Rural Telecommunications Cooperative and DIRECTV, NRTC obtained
the exclusive rights to distribute DIRECTV programming and
services in certain territories in the rural United States for a
period variously estimated to last until at least 2014 or 2016.  
In exchange for the exclusive distribution rights, the 252
members and affiliates of NRTC participating in the DBS project
invested $110,000,000 to construct and launch the DIRECTV
satellite system.  The DBS Patrons also agreed to pay to DIRECTV,
on a recurring basis, specified costs associated with providing
DIRECTV service to their customers as well as a portion of the
revenue collected from these customers.

                   The Member Agreements

The DBS Patrons and NRTC entered into identical NRTC/Member
Agreements for Marketing and Distribution of DBS Services in 1992
and 1993, and executed identical amendments in 1994.  Pegasus
Satellite Television, Inc., acquired the largest exclusive
distribution territory at the inception of the project,
comprising the exclusive rights to distribute DIRECTV services in
four New England states serving about 500,000 households.  
Through acquisitions of other DBS Patrons between 1996 and 2001,
representing an additional $2,000,000,000 investment, Pegasus
Satellite Television, together with its subsidiaries, is
currently the largest DBS Patron, holding 160 Member Agreements,
which provide the exclusive rights to distribute DIRECTV services
to about 8,400,000 rural households in certain specific
territories within 41 states.  Pegasus Satellite Television
serves about 1,100,000 subscribers in these territories.

              Termination of the DBS Agreement

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, recalls that on June 2, 2004, the Debtors
received notice from the NRTC that on June 1, 2004, NRTC and
DIRECTV purported to terminate the DBS Distribution Agreement.  
The notice also purported to terminate the Debtors' Member
Agreements effective August 31, 2004.  The Debtors also received
from DIRECTV an offer to acquire the Debtors' 1,100,000
subscribers, which the Debtors flatly rejected.

Since the Petition Date, DIRECTV has engaged in activities that
are in clear violation of the Debtors' exclusive distribution
rights and Section 362 of the Bankruptcy Code.  On June 3, 2004,
Mr. Keach reports that the Debtors sent to DIRECTV a cease and
desist letter demanding that DIRECTV stop its unlawful conduct.  
DIRECTV is conducting sales activities in the Debtors' exclusive
territories in violation of the Debtors' exclusive distribution
rights and the automatic stay, which include selling DIRECTV
services directly to subscribers within the Debtors' exclusive
territories.

Mr. Keach contends that, in support of its sales efforts, DIRECTV
launched at least three lines of attack on the subscribers
through television broadcast, Internet and call center messages,
each of which is aimed at destabilizing the Debtors'
relationships with their subscribers and encroaching on their
exclusive territories.  

First, DIRECTV contacted the Debtors' subscribers in the Debtors'
exclusive territories through messaging on television stations
broadcasted into homes.  DIRECTV informs the viewer that the
Debtors and DIRECTV are going to be ending their relationship
with each other.  DIRECTV has instructed the viewers to tune into
the special channel by scrolling messages across television
programs on other channels.  Second, DIRECTV's Web site contains
a similar message to that contained on the special broadcast
channel and informs subscribers that its relationship with the
Debtors is ending.  Third, DIRECTV's customer service line
contains a pre-recorded message informing subscribers that
DIRECTV will be transitioning their accounts with the Debtors in
the near future.  DIRECTV has further instructed the subscribers
who call in with respect to the broadcast or Internet messaging
that they will deliver an information kit and e-mail explaining
the transition to those subscribers.

Mr. Keach adds that DIRECTV is also attempting to derail the
Debtors' relationships with their dealers.  The Debtors have a
network of over 4,000 independent dealers who distribute the
Debtors' satellite programming services.  DIRECTV is contacting
the dealers directly and through the use of so-called "blast fax"
communications.  The fax advises dealers that the agreements
between the NRTC and its members and affiliates is ending and
indicates that the NRTC's exclusive boundaries will be changing.  
Mr. Keach asserts that this infusion of negative messaging into
the marketplace, if not stopped immediately, will cause a
systematic breakdown of the Debtors' dealer network and customer
relationships.

The Debtors have the exclusive right to sell DIRECTV in their
territories under the Member Agreements.  DIRECTV is soliciting
the Debtors' customers in their territories in flagrant violation
of the automatic stay, particularly Section 362(a)(3) of the
Bankruptcy Code.  The Debtors' exclusive distribution rights
under the Member Agreements are property of their estates
pursuant to Section 541(a) of the Bankruptcy Code.

Accordingly, the Debtors asked the Court to instruct DIRECTV to
discontinue its interference with the Debtors' exclusive
distribution rights under the Member Agreements.

                    DIRECTV Responds

George J. Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., in
Portland, Maine, contends that the Debtors seek to induce the
Court to employ the automatic stay to stifle competition and
commercial free speech and deprive over 1,000,000 rural consumers
of choice.  The only "property" interest identified by Pegasus as
worthy of the automatic stay protection is an alleged contractual
promise of "exclusivity" in a contract between the NRTC and
DIRECTV that Pegasus is not a party to, is not a third party
beneficiary of, and has no rights under, as determined by prior
final rulings of the United States District Court for the Central
District of California.  Pegasus may not collaterally challenge
the District Court's ruling in the Bankruptcy Court.

Moreover, the contract between NRTC and DIRECTV containing the
promise of exclusivity that Pegasus relies on was terminated
prior to the bankruptcy filing -- June 1, 2004.

Mr. Marcus asserts that Pegasus has no property interest in a
terminated contract and there is no promise of "exclusivity" from
DIRECTV to Pegasus that can be subject to the automatic stay
provision.  In effect, the Debtors' request does not seek to
enforce the automatic stay, but a mandatory order reviving a
contract that NRTC and DIRECTV terminated prior to bankruptcy.  
It is hornbook law that Section 362 cannot be used for these
purposes.

DIRECTV asserts that it has not violated any legal rights of
Pegasus and has not affected any property of the estate.  

                     Cornerstone Litigation

Larry J. Nyhan, Esq., at Sidley Austin Brown & Wood, LLP,
representing Pegasus, makes it clear that the litigation isn't
over.  

"The [parties'] relative rights . . . are in great dispute," Mr.
Nyhan says, and the bankruptcy court will need resolve those
disputes in what he calls "cornerstone litigation."  

Giving the Court a preview of that cornerstone litigation,
Mr. Nyhan explains that DIRECTV will undoubtedly argue that
Pegasus's rights under the Member Agreements have been modified
or, in the case of exclusivity, terminated because (i) DIRECTV and
NRTC have terminated the DBS Agreement, and (ii) PST's rights
under the Member  Agreements are "derivative" of NRTC's rights -
which no longer exist - under the DBS Agreement.  But, Pegasus
tells Judge Haines, DIRECTV's conclusion is untenable for at least
two separate reasons:

     * First, even if NRTC's and DIRECTV's actions did effect a
       termination of the DBS Agreement, the termination would not
       impair PST's rights under the Member Agreements. DIRECTV
       authorized NRTC to grant PST exclusivity without
       qualification until the Satellite Expiration Date pursuant
       to the express terms of the Member Agreements. DIRECTV
       committed to honor PST's rights under the Member Agreements
       even if the Distribution Agreement was terminated because
       of a default by NRTC.  Against this backdrop, the
       contention that DIRECTV and NRTC could undermine PST's
       explicit rights under the Member Agreements by "agreeing"
       to terminate the Distribution Agreement is baseless.

     * Second, if termination of the DBS Agreement could impair
       PST's rights under the Member Agreements - which it cannot
       - NRTC's agreement to terminate the DBS Agreement would
       constitute both a breach by NRTC of the Member Agreements -
       since NRTC would thereby have disabled itself from
       performing the Member Agreements - and a breach of NRTC's
       fiduciary duty to PST. In either case, DIRECTV would be
       responsible for inducing the actionable conduct.  Moreover,
       if NRTC is unable to respond in damages, as will likely be
       the case, its surrender of valuable rights under the DBS
       Agreement will be voidable as a fraudulent conveyance. In
       short, this Court will have the ability to fashion a remedy
       that protects PST's exclusivity rights by respecting the
       integrity of the Member Agreements even if, as PST
       disputes, a termination of the DBS Agreement impacts PST's
       rights under the Member Agreements.

                        DirecTV Isn't Swayed

Pegasus exaggerates its contract rights with the NRTC and won't
succeed in holding DirecTV responsible for the NRTC's contract
obligations, Richard P. Krasnow, Esq., at Weil, Gotshal & Manges,
LLP, one of DirecTV's many lawyers, tells Judge Haines.  

                           NRTC Chimes In

Andrew D. Gottfried, Esq., at Morgan, Lewis & Bockius, LLP, sees
that the Debtors make reference in their pleadings to some
fiduciary duty the NRTC owes to Pegasus.  While that issue isn't
before the Court at this time, the NRTC says it's certain it does
not owe any fiduciary duty to Pegasus.  The NRTC is also confident
it didn't breach any other duty to Pegasus.  The NRTC says that
Pegasus entered into an arm's-length contract in 1993 that defines
their relationship and delimits the duties owed.  Through a series
of sophisticated transactions and highly leveraged financings,
Pegasus acquired rights under 159 identical contracts from other
NRTC members -- serving about 80% of DirecTV subscribers in NRTC
territories.  Pegasus' business strategy was of its own choosing.  
The NRTC's obligations to Pegasus are purely contractual.  

                              August 31

Based on DirecTV's termination notice and Judge Haines' ruling
yesterday, Pegasus retains its right to resell DirecTV programming
to rural customers until August 31, 2004.  After that date, as it
stands now, DirecTV may compete with Pegasus in those rural
markets after August 31, and sell its service directly.  

                          About Pegasus

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
Nos. 3 and 4; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PG&E NAT'L: Court Allows USGen Panel TO Pursue Claims Against NEG
-----------------------------------------------------------------
An investigation conducted by the Official Committee of Unsecured
Creditors for USGen New England, Inc., on intercompany
transactions may show that USGen has substantial claims against
National Energy and Gas Transmission, Inc., and other affiliates.  
The USGen Committee believes that there are potential avoidance
actions available to USGen regarding certain intercompany
transactions.  To that end, given the commonality of the
management of both USGen and NEG, and to avoid the appearance of
any conflict, the USGen Committee and USGen agree that the USGen
Committee is in the best position to investigate, assert,
prosecute, and settle intercompany claims and causes of action on
behalf of USGen's estate.

At the USGen Committee's behest, Judge Mannes authorizes the
USGen Committee to investigate, assert, prosecute, and settle on
behalf of USGen, certain claims and causes of action related to
intercompany transactions, including but not limited to:

   (a) preparing and filing a complaint or complaints commencing
       one or more adversary proceedings in USGen's case; and

   (b) preparing and filing proofs of claim against NEG and other
       affiliated debtors with respect to:

       -- any claim on behalf of USGen arising from Federal
          income taxes paid, losses incurred, use of any tax
          attribute, or any state or local taxes paid or losses
          incurred;

       -- any and all claims, including avoidance actions arising
          from the claims, of USGen to recover corporate
          dividends and distributions paid by USGen to affiliated
          entities before the Petition Date;

       -- any and all preference or other avoidance actions
          pursuant to the Bankruptcy Code or applicable state
          law; and

       -- any other claims or actions as may be agreed between
          USGen and the USGen Committee by stipulation approved
          or otherwise ordered by the Court.

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)    


PRAXIS PHARMACEUTICALS: Patch Energy Continues Texas Well Testing
-----------------------------------------------------------------
Praxis Pharmaceuticals Inc. (PRXX: OTCBB, PQG: Berlin Bremen Stock
Exchange) through its wholly-owned subsidiary Patch Energy Inc.
announces testing of the BB Gayle No. 1 well at the Manahuilla
Creek prospect is continuing. Flat Rock Energy is preparing a
summary and recommendations for further testing, which will
probably include a recommendation to perforate some additional
upper zones. This report is expected later this week and Praxis
will then determine whether to participate further.

The first well on the Manahuilla Creek Prospect, the BB Gayle No.
1 has been drilled, logged, with casing set from 7,000 ft to
surface, and cemented from 5,000 ft.

This test well will be located on approximately 1,265 acres of oil
and gas leases covering the expanded Yegua trend. The Middle
Eocene sands of the expanded Yegua trend of the onshore Gulf Coast
basin has been a prolific over pressured gas-condensate producer
with total gas production to date exceeding 800 billion cubic
feet, with an estimated trend recovery close to 2 trillion cubic
feet of gas.

                   About Patch Energy

Patch Energy was a private corporation acquired by publicly traded
Praxis Pharmaceuticals (PRXX: OTCBB) early this year. Patch
continues to trade under the Praxis symbol and has applied for a
new trading symbol. It is also listed on the Berlin Bremen Stock
Exchange and trades under the symbol PQG. Quotes can be accessed
by going to http://www.Berlinerboerse.deand typing in the symbol.  

Besides its current activity in Texas, the company is also
involved in Saskatchewan, and the East Corning area in Northern
California. In addition, the company is involved globally in
Ukraine where it is in the final stages of talks to develop
several oil and gas wells in conjunction with the Ukrainian
government. Its other investment interest is in Pharmaxis Ltd.
(PXS: Australian Stock Exchange) where it is one of the largest
shareholders, along with CIBC, HSBC, and the Rothschild Group.
Patch's investment has a current share value of just over $6-
million.

                        *   *   *

              Liquidity And Capital Resources

In the Form 10-QSB for the quarterly period ended February 29,
2004 filed with the Securities and Exchange Commission, Praxis
Pharmaceuticals reports:

"Since inception, the primary source of funding for Praxis'
operations has been the private sale of its securities, as Praxis
has yet to generate any revenues.

"For the nine months ended February 29, 2004,  cash used in
operating  activities was $2,065. Cash of $2,195 was provided by
financing  activities, consisting of advances from related
parties, during this period. In comparison,  in 2003, cash
provided by financing activities, consisting primarily of share
capital issued for cash, was $70,074, and cash provided by
investing activities, consisting of proceeds on sale of
investments, was $63,738. Cash used in operating activities was
$179,937.

"At February 29, 2004, the Company's  working  capital was a
deficit of $175,317, as compared  to a deficit of $77,839 at May
31,  2003.  The  decrease in working capital was due primarily to
the increase in current liabilities,  which reflect the operating
expenses incurred during the nine-month period.

"The Company will be dependent upon proceeds from the sale of
securities until its operations  generate revenues.  Further,  
substantial funds will be equired before the  Company  is able to  
generate revenues  sufficient  to support its operations.  There
is no assurance that the Company will be able to obtain such
additional funds on favorable terms, if at all. The Company's
inability to raise sufficient funds could  require it to delay,
scale back or eliminate  certain activities.

"The report of the Company's independent auditors on the financial
statements for the year ended May 31, 2003,  includes an
explanatory  paragraph relating to the uncertainty of the
Company's ability to continue as a going concern.  Praxis has
suffered  losses from  operations.  The Company  needs to generate  
revenues and successfully attain profitable operations. These
factors raise substantial doubt about the  Company's  ability to  
continue as a going  concern.  There can be no assurance that it
will be able to reach a level of operations that would finance its
day-to-day activities."


PREFERRED RIVERWALK: Wants Until Oct. 31 to Make Lease Decisions
----------------------------------------------------------------
Preferred Riverwalk, L.P., asks the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, for more time to
decide what to do with their unexpired nonresidential real
property leases.

The Debtor reports that it has not yet been able to determine
which executory contracts and unexpired leases will be necessary
for future operations and the successful reorganization. Until
such determination is made, the Debtor cannot determine which
executory contracts and unexpired leases will be assumed for
purposes of the ultimate plan of reorganization.

In this regard, the Debtor will be needing until October 31, 2004
to determine whether to assume, assume and assign, or reject its
unexpired nonresidential leases.

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.


RASCALS INTL: Looks for More Capital Sources to Sustain Operations
------------------------------------------------------------------
Rascals International, Inc. is the successor to a business
operation commenced in 1983.  Rascals began with a comedy club and
restaurant in West Orange, New Jersey.  Until 2003 the West Orange
"Rascals" and a sister club/restaurant of the same name in the New
Jersey resort area of Ocean Township were the source of
substantially all of Rascals' revenue.  Nevertheless the success
of those clubs in booking and promoting both headliners and rising
stars in the field of stand-up comedy made Rascals a name known
throughout the comedy industry.  Most of today's stars of stand-up
comedy made their way to fame appearing at a Rascals Comedy Club.

In recent years Rascals has acquired new management, a new
business plan, and a new determination to exploit the value of the
"Rascals" name as leverage for the growth of the Company. Its
first effort involved the establishment of a "Rascals Comedy Club"
in the Miami area, which copied in essence the operations of the
two New Jersey clubs.  The expense, however, involved in
outfitting a new facility and pushing traffic to a new site
exceeded the capacity of the Company's financial resources, and
the Miami club was closed in 2000.  Spurred on by that experience,
however, Rascals has formulated a business plan designed to give
Rascals a nationwide presence with a minimum of capital
investment.  The plan contemplates that the Company will develop a
network of "partners" who recognize the value of the "Rascals"
name and its entertainment offerings in attracting consumers of
comedy.  In exchange for the opportunity to market to these
consumers, the partners" will provide the other resources
necessary to business success.

The magnitude of Company losses in recent years has not been
matched by reductions in cash, as Rascals has used stock grants to
pay expenses whenever possible.  Nevertheless, its operations
during 2002 consumed $755,199 in cash, and the operations in 2003
used $136,418 in cash.  Since Rascals began 2002 with virtually no
cash, its continued operations for the past two years required
that it borrow the funds needed by its operations.  For this
reason in November 2002 the Company borrowed $659,361 from Marod
Holdings LLC and Rodmar Holdings LLC, two entities which are
controlled by Rasca;s' executive officers.  To secure the debt
Rascals gave the two entities a secured interest in Rascals'
restaurant/clubs in Ocean and West Orange, New Jersey.

In May 2003 Rodmar Holdings and Marod Holdings agreed to accept
1,000,000 shares of Rascals common stock in satisfaction of
$500,000 that Rascals owed to them.  In December 2003 the
remainder of that debt, accrued interest, and certain unpaid rent
obligations were satisfied when Rascals issued 1,250,000 shares of
its common stock to Rodmar Holdings and Marod Holdings.  Both of
those transactions served to reduce the Company's working capital
deficit and increase its shareholders equity.

In December 2002 the Company's subsidiary which operates the
Rascals Comedy Club in Cherry Hill borrowed $200,000 for its
operations from Stanley Chason.  The loan to Rascals Cherry Hill
was guaranteed by Rascals International as well as by Marod
Holdings, Rodmar Holdings and the Company's two executive
officers.  When that loan went into default, Mr. Chason obtained a
judgment lien on Company assets.  Rascals has reached an agreement
with Mr. Chason releasing the lien, which permits the Company to
close the Ocean operation and sell its liquor license to pay some
of its debts.  In the agreement Mr. Chason agreed to accept
1,000,000 shares of Rascals common stock in partial satisfaction
of the debt.  That transaction likewise will increase
shareholder's equity.

The several consulting agreements that Rascals entered into in
2002 and 2003 resulted in a current asset of $1,078,715 on its
balance sheet at December 31, 2003.  This represents the amount
prepaid (by issuance of stock) for services that will be rendered
during 2004.  That asset will be amortized over that period, and
the recorded amount will be an addition to Rascals' expenses for
that period.  In the meantime, however, that current asset helped
to reduce the Company's working capital deficit  from $2,130,649
at December 31, 2002 to $1,333,184 at December 31, 2003.

At the present time, Rascals' liquid assets are negligible, while
the Company had over $2.3 million in accounts and notes payable on
Decem ber 31, 2003.  It also has plans to fund the build-out of
three new clubs during 2003 (Palisades, Montclair, and Shreveport)
in addition to funding a joint venture with JHF Properties.  Its
plan is to use the proceeds from its equity line of credit with
Cornell Capital Partners to reduce its payables and to fund its
building plans.  Management is also actively seeking alternative
sources of capital investment, as the Cornell Capital Partners
equity line is not likely to be sufficient for all of Rascals'
purposes.


RCN CORP: Asks Court to Authorize PwC's Retention as Auditors
-------------------------------------------------------------
The RCN Corp. Debtors engaged PricewaterhouseCoopers, LLP, before
the Petition Date as their auditors.  As a result, PwC has become
familiar with the Debtors' business and financial affairs.  
Deborah M. Royster, RCN Corporation's General Counsel and
Corporate Secretary, asserts that PwC has the necessary
background and capability to deal effectively with the known and
potential audit issues and related problems that may arise in the
Debtors' Chapter 11 cases.

The Debtors, therefore, seek the Court's authority to employ PwC
as auditors in their bankruptcy cases.

The Debtors require knowledgeable auditors to render essential
professional services.  PwC has substantial expertise in these
areas, as well as valuable institutional knowledge of the
Debtors' business and financial affairs as a result of its
service as auditors for the Debtors prior to the Petition Date.
Accordingly, PwC is well qualified to perform these services for
the Debtors.

Over the past seven years, Ms. Royster relates that the Debtors
and PwC have worked closely to develop a comprehensive auditing
strategy and have invested significant time and resources toward
that goal.  The ultimate implementation of this strategy is
essential to ensure the uninterrupted operation of the Debtors'
businesses and a successful emergence from these cases.

As auditors, PwC will be:

   (a) assisting in compliance with the financial reporting
       requirements under the operating guidelines for Chapter 11
       cases issued by the U.S. Trustee;

   (b) providing ordinary and customary auditing work, performing
       quarterly review procedures and preparing and planning for
       the annual audit; and

   (c) assisting with other matters as management or counsel to
       the Debtors may request from time to time.

In exchange for its services, PwC will receive fees for auditing
and quarterly review services based on hourly rates, and will
receive reimbursement for reasonable and necessary out-of-pocket
expenses, which expenses include travel, report preparation,
delivery services and other necessary costs incurred in providing
services to the Debtors.

PwC's standard hourly rates for professional services are:

          Partners             $743 - 900
          Managers              517 - 662
          Senior Associates     319 - 389
          Associates            187 - 273

These rates are subject to change but will remain in line with
market rates for comparable services.  The Debtors and PwC have
agreed that for auditing and quarterly review services to be
provided, PwC will charge 80% of the scheduled rates, based on
actual hours incurred, exclusive of out-of-pocket expenses.  To
the extent that the Debtors request PwC to perform professional
services in addition to auditing and quarterly review services,
PwC will calculate its fees for the additional services at 80% of
the scheduled hourly rates.

Robert C. Fell, a partner at PricewaterhouseCoopers, informs
Judge Drain that the firm is a "disinterested person," as that
term is defined in Section 101(14) of the Bankruptcy Code, and
does not represent any party-in-interest other than the Debtors
in these Chapter 11 cases.  PwC also does not hold or represent
any interest adverse to the Debtors' estates.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- is a provider of bundled Telecommunications  
services. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 04-13638) on
May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,486,782,000 in assets and
$1,820,323,000 in liabilities. (RCN Corp. Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RELIANCE: Bank Committee Proposes Plan Solicitation Procedures
--------------------------------------------------------------
The Official Unsecured Bank Committee propose to establish
procedures and deadlines to facilitate the solicitation and
tabulation of votes to accept or reject the First Amended Plan of
Reorganization for Reliance Financial Services Corporation.

The Bank Committee also asks the Court to:

   (a) schedule and approve the form and manner of notice of a
       hearing to confirm the Plan; and

   (b) establish a deadline and procedures for objections to
       confirmation of the Plan.

                        Voting Record Date

The Bank Committee asks the Court set a Voting Record Date to
determine which Holders of Claims are entitled to receive the
Solicitation Materials and to vote on the Plan.  The Voting
Record Date should be the date an Order is entered approving the
Disclosure Statement.  Setting this date will help the Bank
Committee and the Solicitation Agent prepare for the distribution
of solicitation materials and prevent delays in mailing.

                  Ballots and Non-voting Notices

The Bank Committee asks the Court approve the ballots to be
distributed to creditors entitled to vote on the Plan.  The
Ballots conform to the Official Forms, however, the Bank
Committee has modified some Ballots to achieve particulars of the
Debtor's restructuring.  The Ballots for creditors in Classes 2
and 4a have been modified so creditors can elect to opt out of
assigning their Litigation Claims to RGH.

The Bank Committee proposes to mail Ballots only to creditors and
equity security holders entitled to vote on the plan, i.e.,
Holders of Class 2, 4a, or 4b Claims.  Thus, the Bank Committee
will distribute a Notice to Holders of Claims and Equity
Interests who are not entitled to vote on the Plan -- that is,
the Holders of Class 1, 3 and 4c Claims and Class 5 Equity
Interests.  These creditors are unimpaired or are not receiving
any property under the Plan.  The Notice will provide:

   (1) notice of the Plan and Disclosure Statement;

   (2) instructions on viewing copies of the Plan and Disclosure
       Statement, including obtaining documents free of charge;

   (3) information on the Confirmation Hearing; and

   (4) instructions for objecting to the Plan.

Andrew DeNatale, Esq., at White & Case, in New York, states that
the Non-Voting Notices satisfy the requirements of Rule 3017(d)
of the Federal Rules of Bankruptcy Procedure for the members of
the non-voting classes under the Plan and, thus, should be
approved.

                      Solicitation Materials

The Bank Committee will distribute solicitation materials to the
United States Trustee and Claimholders who are entitled to vote
on the Plan.  The Bank Committee will not provide copies of the
Disclosure Statement and the Plan to creditors who are not
entitled to vote.  There is no reason to distribute the
Disclosure Statement, the Plan or a summary to Holders of Claims
against, and Equity Interests in, RFSC who are not entitled to
vote to accept or reject the Plan, especially since these parties
may procure the documents on their own.

The Bank Committee anticipates that several Disclosure Statement
Notices will be returned as undeliverable.  It would be costly
and wasteful to mail solicitation packages to such undeliverable
addresses.  Therefore, the Bank Committee asks the Court to waive
the strict notice rule, excusing the Bank Committee from mailing
solicitation packages, Non-Voting Notices and the Confirmation
Hearing Notice to entities listed at undeliverable addresses,
unless accurate addresses are provided by July 7, 2004.

                 Copies and Review of Documents

Copies of the Plan and Disclosure Statement will be available for
review at (a) the office of the Clerk, United States Bankruptcy
Court for the Southern District of New York, One Bowling Green,
in New York, and (b) the Bankruptcy Court's Web site at
http://www.nysb.uscourts.gov(registration and a password are  
required).  Copies of the Disclosure Statement, the Plan and
exhibits, schedules or appendices, may be requested in writing to
the entity indicated in the Holder's Ballot or Non-Voting Notice,
as applicable.

                         Voting Deadline

The solicitation period will begin as soon as possible after the
Disclosure Statement Order is entered by the Court.  Pursuant to
Bankruptcy Rule 3017(c), all Ballots must be properly executed,
completed, delivered and received by 4:00 p.m. Eastern time, on
August 12, 2004.  The Ballots must be received by:

   (a) mail in the return envelope provided with each Ballot;

   (b) overnight delivery; or

   (c) hand delivery.

Any Ballot submitted by facsimile or other electronic means will
not be counted.

Counsel to the Bank Committee, White & Case, will note on each
Ballot the date and time of receipt and will review each Ballot
to ensure that it satisfies the criteria specified in the
Disclosure Statement for validity -- it was properly completed,
executed and delivered before the Voting Deadline.

                       Tabulation of Votes

Only holders of Class 2 - Bank Claims, Class 4a - General
Unsecured Claims and Class 4b - Liquidator Claim are impaired and
entitled to vote to accept or reject the Plan.  For voting
purposes, each holder of a Voting Claim will have an allowed
claim, for voting purposes, in an amount equal to the lesser of:

   (a) the amount of the claim as set forth in the schedules of
       liabilities filed by RFSC; or

   (b) the amount of the claim set forth in a timely filed proof
       of claim.

                      Confirmation Hearing

At the Disclosure Statement Hearing, the Bank Committee will ask
the Court to schedule the Confirmation Hearing and establish a
deadline for filing confirmation objections.

The Bank Committee proposes that, subject to the Court's
availability, the Confirmation Hearing be scheduled for a date
approximately 12 days after the Voting Deadline.  The
Confirmation Hearing may be continued by an announcement in open
court.  The Bank Committee will issue a Confirmation Hearing
Notice that will contain:

   (1) the date, time and place of the Confirmation Hearing;

   (2) the deadline for voting to accept or reject the Plan; and

   (3) the deadline for objections to the Plan.

The Confirmation Hearing Notice will be distributed to the Voting
Parties as part of the Solicitation Materials.  In addition, the
Confirmation Hearing Notice will also be distributed to

   (a) the Office of the U.S. Trustee;

   (b) counsel to the Creditors Committee;

   (c) counsel to RFSC;
   (d) counsel to the Liquidator;

   (e) the Internal Revenue Service;

   (f) the Securities and Exchange Commission;

   (g) the Office of the United States Attorney;

   (h) other governmental agencies required by the Bankruptcy
       Code and the Bankruptcy Rules;

   (i) all parties requesting notices pursuant to Bankruptcy
       Rule 2002; and

   (j) if not already included, equity security holders of RFSC,
       parties who have filed proofs of claim in the RFSC Chapter
       11 Case and the RGH Chapter 11 Case, or whose claims are
       included in RFSC's and RGH's schedules, present and former
       directors and officers.

The Bank Committee asks the Court to establish August 12, 2004,
4:00 p.m. Eastern time, as the Confirmation Objection Deadline.  
Objections to the Plan must be in writing, comply with the
Bankruptcy Rules and the Local Rules of the U.S. Bankruptcy Court
for the Southern District of New York, and state the name of the
objector with the legal and factual ground.  The objection and
proof of service must be filed with the Bankruptcy Court and
served on:

     -- Counsel to the Bank Committee
        White & Case LLP
        1155 Avenue of the Americas
        New York, New York  10036
        Attn: Andrew P. DeNatale, Esq.

     -- Counsel to the Debtor
        Debevoise & Plimpton LLP
        919 Third Avenue
        New York, New York  10022
        Attn: Steven R. Gross, Esq.

     -- Counsel to the Creditors' Committee
        Orrick, Herrington & Sutcliffe, LLP
        666 Fifth Avenue
        New York, New York  10103
        Attn: Arnold Gulkowitz, Esq.

     -- Counsel to the Liquidator
        Blank Rome LLP
        The Chrysler Building, 405 Lexington Avenue
        New York, New York  10174
        Attn: Michael Z. Brownstein, Esq.

     -- The Office of the United States Trustee
        33 Whitehall Street, Suite 2100
        New York, New York  10004
        Attn: Mary Tom, Esq.

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)    


SALOMON BROTHERS: Fitch Upgrades Class H & J Ratings to BB+/BB
--------------------------------------------------------------
Fitch Ratings upgrades Salomon Brothers Mortgage Securities VII,
Inc.'s commercial mortgage pass-through certificates, series 1999-
C1 as follows:

          --$38.6 million class B to 'AAA' from 'AA';
          --$38.6 million class C to 'AAA' from 'A';
          --$11.0 million class D to 'AA+' from 'A-';
          --$27.6 million class E to 'A+' from 'BBB';
          --$11.0 million class F to 'A' from 'BBB-';
          --$14.7 million class G to 'BBB' from 'BB+';
          --$20.2 million class H to 'BB+' from 'BB';
          --$9.2 million class J to 'BB' from 'BB-'.

In addition, the following classes are affirmed by Fitch:

          --$89.1 million class A-1 'AAA';
          --$355.7 million class A-2 'AAA';
          --Interest-only class X 'AAA';
          --$16.5 million class K 'B';
          --$7.3 million class L 'B-'.

Fitch does not rate the $16.5 million class M certificates.

The upgrades reflect both the increased credit enhancement levels
from loan payoffs and amortization and the subordination levels of
deals with similar characteristics issued today.

Currently, four loans (2.8%) are in special servicing, including
two 90 days delinquent and one real estate owned (REO). The
largest (1.1%) is currently 90 days delinquent. The loan is
secured by a multifamily property in Houston, TX, which is 81%
occupied. The property is mold and termite infested and the
borrower is trying to refinance the loan. The second specially
serviced loan (0.93%) is secured by a hotel in Altamonte Springs,
FL. The loan is 90 days delinquent and the sale is scheduled to
close shortly. Losses are expected. The third specially serviced
loan (0.66%) is REO and is secured by a retail property in North
Randall, OH. The property is currently 76% vacant; losses are
expected.


SAMSONITE: Completes Private Offering of Euro 100MM Senior Notes
----------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) announced that it
has closed a private offering of euro 100 million in aggregate
principal amount of its euro-denominated floating rate senior
notes due 2010 and $205 million in aggregate principal amount of
its 8 7/8% senior subordinated notes due 2011.  The notes were
offered in the United States only to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, and
outside the United States pursuant to Regulation S under the
Securities Act of 1933.  The notes have not been and may not be
registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable
exemption from such registration requirements.  The Company
intends to use the net proceeds of these offerings, along with
cash on hand and borrowings under its credit facility, to retire
all of its outstanding 10 3/4% senior subordinated notes due 2008
and to pay related fees and expenses.

The Company is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under brands
such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), HEDGREN(R)
and SAMSONITE(R) black label.

                         *   *   *

As reported in the Troubled Company Reporter's May 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior unsecured debt and 'B-' subordinated debt ratings to
Samsonite Corp.'s proposed $325 million offering of euro-
denominated floating-rate senior notes due 2011 and dollar-
denominated senior subordinated notes due 2012.

At the same time, Standard & Poor's raised all its outstanding
ratings on luggage and travel-related products manufacturer
Samsonite, including the corporate credit rating, which was raised
to 'B+' from 'B'. The outlook is stable.

"Samsonite's upgrade reflects Standard & Poor's expectation that
the proposed transaction will improve the company's financial
profile, and also that Samsonite will sustain its improvement in
operating results," said Standard & Poor's credit analyst David
Kang.


SAMSONITE CORP: 78% of 10-/4% Senior Debtholders Tender Notes
-------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) announced that
pursuant to the terms of its previously announced offer to
purchase and consent solicitation for any and all of the
$308,261,000 outstanding principal amount of its 10-3/4% senior
subordinated notes due 2008, it has received valid tenders and
consents representing a majority in principal amount of the Notes
outstanding as of the expiration of the consent deadline at 12:00
midnight, New York City time, on June 8, 2004.  The Company also
announced that the supplemental indenture relating to the Notes
has been executed by the Company and the trustee under the
indenture.

As of the Consent Date, $240,390,000 in aggregate principal
amount, or approximately 78% of the outstanding Notes, have been
validly tendered. The net proceeds from the Company's previously
announced offering of 100 million euros in aggregate principal
amount of its floating rate senior notes due 2010 and $205 million
in aggregate principal amount of its 8-7/8% senior subordinated
notes due 2011 together with cash on hand and borrowings under its
credit facility, will be used to fund the consideration in respect
of the tendered Notes and to retire any Notes which remain
outstanding following the expiration of the offer to purchase and
to pay related fees and expenses.

                    Tender Offer Remains Open

The offer to purchase is currently scheduled to expire at 12:00
midnight, New York City time, on June 22, 2004, although the
related consent solicitation expired on the Consent Date.  The
terms of the offer to purchase, including the conditions to the
Company's obligations to accept the Notes tendered and pay the
purchase price, are set forth in the Company's offer to purchase
and consent solicitation statement, dated May 25, 2004.

Deutsche Bank Securities Inc. and Merrill Lynch & Co. are the
dealer managers for the offer to purchase and the solicitation
agents for the consent solicitation.  Questions or requests for
assistance may be directed to Deutsche Bank Securities Inc.
(telephone: (212) 250-4270 (collect)) or Merrill Lynch & Co.
(telephone: (212) 449-4914 or toll-free at (888) 385-2663).
Requests for documentation may be directed to D.F. King & Co.,
Inc., the information agent (telephone: (800) 628-8532).

                    About Samsonite Corp.

The Company is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under brands
such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), HEDGREN(R)
and SAMSONITE(R) black label.
  
                         *   *   *

As reported in the Troubled Company Reporter's May 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior unsecured debt and 'B-' subordinated debt ratings to
Samsonite Corp.'s proposed $325 million offering of euro-
denominated floating-rate senior notes due 2011 and dollar-
denominated senior subordinated notes due 2012.

At the same time, Standard & Poor's raised all its outstanding
ratings on luggage and travel-related products manufacturer
Samsonite, including the corporate credit rating, which was raised
to 'B+' from 'B'. The outlook is stable.

"Samsonite's upgrade reflects Standard & Poor's expectation that
the proposed transaction will improve the company's financial
profile, and also that Samsonite will sustain its improvement in
operating results," said Standard & Poor's credit analyst David
Kang.


SAMSONITE CORP: First Quarter Net Loss Tops $7.1 Million
--------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) reported revenue
of $198.2 million, operating income of $6.4 million and net loss
to common stockholders of $7.1 million, or $0.03 per share, for
the quarter ended April 30, 2004.  These results compare to
revenue of $161.9 million, operating income of $10.4 million and
net loss to common stockholders of $15.6 million, or $0.79 per
share, for the first quarter of the prior year.

Operating income for the current year reflects a charge for
restructuring manufacturing operations in Spain of $3.4 million
and asset impairment charges of $0.7 million.  The accrual of
preferred stock dividends in arrears of $3.3 million for the
quarter is also reflected in the net loss to common stockholders.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization, and minority interest, adjusted for
certain items management believes should be excluded in order to
reflect recurring operating performance including restructuring
charges, executive severance, stock compensation expense, and
asset impairment charges), a measure of core business cash flow,
was $17.9 million for the first quarter compared to $14.8 million
for the first quarter of the prior year.

Chief Executive Officer, Marcello Bottoli, stated:  "The improved
financial results are the direct result of increased sales and the
Company's cost structure improvement efforts.  With the
outstanding support of our major investors, the Company has taken
another major step in recapitalizing he Company by completing the
Senior Subordinated Notes refinancing.  I look forward to focusing
on business growth opportunities and to continued improvement in
the Company's operations."

Richard Wiley, Chief Financial Officer, commented:  "The Company's
first quarter sales and Adjusted EBITDA improved significantly
from the prior year which was adversely affected by the beginning
of the Iraq conflict and the SARS outbreak.  Worldwide travel
statistics are much improved and a substantial economic recovery
is underway in the U.S.  The Company's European operations are
improved from the first quarter of last year but are still subject
to a slow European economy.  Asian operations seem to be fully
recovering and resuming satisfactory growth rates."

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags, business
cases and travel-related products under brands such as
SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), HEDGREN(R),
LACOSTE(R) and SAMSONITE(R) black label.

                         *   *   *

As reported in the Troubled Company Reporter's May 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior unsecured debt and 'B-' subordinated debt ratings to
Samsonite Corp.'s proposed $325 million offering of euro-
denominated floating-rate senior notes due 2011 and dollar-
denominated senior subordinated notes due 2012.

At the same time, Standard & Poor's raised all its outstanding
ratings on luggage and travel-related products manufacturer
Samsonite, including the corporate credit rating, which was raised
to 'B+' from 'B'. The outlook is stable.

"Samsonite's upgrade reflects Standard & Poor's expectation that
the proposed transaction will improve the company's financial
profile, and also that Samsonite will sustain its improvement in
operating results," said Standard & Poor's credit analyst David
Kang.


SENTAC INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Sentac, Inc.
        23 Washington Street
        Canton, Massachusetts 02021

Bankruptcy Case No.: 04-14669

Chapter 11 Petition Date: June 2, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: David G. Baker, Esq.
                  Baker Law Office
                  105 Union Wharf
                  Boston, MA 02109
                  Tel: 617-367-4260
                  Fax: 617-507-8411

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SLMSOFT INC: Toronto Stock Exchange Reviews Listing Compliance
--------------------------------------------------------------
Toronto Stock Exchange is reviewing the Variable Multiple Voting
Shares and the Limited Voting Shares of SLMsoft Inc. (ESP.A,
ESP.B) with respect to meeting the requirements for continued
listing.  The company is being reviewed on an expedited basis.

                        *   *   *

SLMsoft Inc. filed for protection under the Companies' Creditor
Arrangement Act on May 27, 2003. As a result of SLM's inability to
meet ongoing obligations and its continuing losses after the CCAA
filing, the CCAA proceedings were terminated and pursuant to an
order of the Honorable Justice Ground of the Ontario Superior
Court of Justice made on October 31, 2003, Richter & Partners
Inc., was appointed Interim Receiver and Receiver and Manager over
the assets, property and undertaking of SLMSoft Inc., and certain
of its subsidiaries, SLM Networks Corporation, SLM Technologies
Inc., GSA Consulting Group Inc. and FMR Systems Inc.


SPEIZMAN INDUSTRIES: Looks for Schedules & Statements by June 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division, gave Speizman Industries, Inc., and its debtor-
affiliates more time to file their 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 Debtors have until June 22, 2004 to file their
Schedules of Assets and Liabilities and Statement of Financial
Affairs.

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.


SPIDERBOY INTERNATIONAL: Files Reorganization Plan with SEC
-----------------------------------------------------------
Spiderboy International, Inc. (OTC Bulletin Board: SBYI.OB)
announced a plan of reorganization (Form 14A) that has been filed
and accepted by the Securities and Exchange Commission. The Proxy
Statement requested, among other matters, a shareholder vote for a
change of corporate domicile through a plan of merger with Charys
Holding Company, Inc., a Delaware corporation.

Charys is a recently formed corporation created for the purpose of
changing the domicile of Spiderboy from Minnesota. Charys will be
the surviving entity after the merger.

"This filing and approval by our shareholders to move the company
to Delaware is the first step toward executing on our strategy and
reflects the sound vision of our management team," said Billy V.
Ray, chairman and CEO, Charys Holding Company, Inc. "We are
determined to provide the best operating environment for our young
company."

Under the terms of the merger, 10 common shares of SBYI.OB will be
exchanged for one share of Charys and one preferred share of
SBYI.OB shall be exchanged for one preferred share of Charys. As a
result, the current shareholders of SBYI.OB will become
shareholders of Charys. The merger plan is subject to several
contingencies, including:

     * Shareholder approval;

     * Filing the Certificate of Merger with the Secretary of
       State of Delaware;

     * Filing the Articles of Merger with the Secretary of State
       of Minnesota.

The new securities will not require registration under section 145
of the Securities Act of 1933. Accordingly, the new Charys shares
may be resold by the former shareholders without restrictions --
to the same extent that such shares could be sold without
restrictions before the change in domicile.

               About Charys Holding Company, Inc.

Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. is
a publicly traded entity focusing on the fragmented and
underserved segment referred to as Integrated Infrastructure
Support Services. This segment varies widely in scope but is
fundamentally focused on upgrading the underpinning and
infrastructure of the telecommunication, cable, electric, and
Internet industries serving consumers, businesses and government
entities. Our principle strategy is to acquire through mergers and
acquisitions companies that support this underserved segment.

Charys Holding Company, Inc. serves as a vehicle to provide
individual business owners a unique opportunity to participate in
effectively "going public," without the time, energy and expense
of the process. The mission of the company will continue to be the
acquisition of multiple companies into the public entity to better
serve the Integrated Infrastructure Support Services market.

                      About Spiderboy

Spiderboy International acted as a holding company for High
Country Fashions, Inc., and, on April 29, 1997, abandoned its
investment in High Country Fashions, Inc. and approved a transfer
of High Country Fashions, Inc. to Continental Casuals, Ltd., a
company owned by the Company's President and majority stockholder.
The Company recorded a gain on this abandonment and resulting debt
cancellation of $1,600,000 because the liabilities of High Country
Fashions, Inc. exceeded its assets.

The transaction left the Company with no assets and no business.
The Company merged with Spiderboy.com, Inc. on October 12, 2000.

Spiderboy.com, Inc. was in the business of creating and running
the Spiderboy.com search portal on the world wide web.
Spiderboy.com search portal acted as an information based web
portal. Spiderboy.com was supported by web designing, hosting,
banner advertisements, affiliate marketing and our own e-commerce
sites. The main focus of the Spiderboy search portal was to create
ad revenue by providing content information from local television
guides, newspapers, government entities, hospitals, hotels and
airports from around the world. Spiderboy.com owned various domain
names and had numerous web portals. Spiderboy.com was to have
offered web design and hosting facilities at very competitive
prices to businesses and build on the relationships to create e-
commerce sites for these companies.

At January 31, 2004, Spiderboy International's balance sheet shows
a stockholders' deficit of $37,996 compared to a deficit of
$76,425 at April 30, 2004.


SR TELECOM: Finalizes Restructuring Plan for French Operations
--------------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq: SRXA) announced that the
previously announced restructuring plan for its French operations
has been finalized. The details of the plan and the implementation
schedule have been confirmed, and the plan will take effect
immediately. The plan includes the closing of its Research &
Development facility in Lannion before the end of June. The total
cost of the plan is within the Company's expectations. Further
details will be made available when the Company issues its second
quarter results.

"The completion of this activity is an important milestone in the
Company's overall restructuring process. We are now focussing our
operations in France on sales, customer support and projects. We
remain committed to providing ongoing support for product
installations and expansion plans generated by our customers for
our swing(TM) product," said David Adams, SR Telecom's Senior
Vice-President, Finance and Chief Financial Officer. "The
restructuring initiative that was announced on April 30 of the
current fiscal year is well underway, and we are on track to
achieve our stated targets."

                     About SR Telecom

SR TELECOM (TSX: SRX, Nasdaq: SRXA) is one of the world's leading
providers of Broadband Fixed Wireless Access (BFWA) technology,
which links end-users to networks using wireless transmissions.
For over two decades, the Company's products and solutions have
been used by carriers and service providers to deliver advanced,
robust and efficient telecommunications services to both urban and
remote areas around the globe. SR Telecom's products have been
deployed in over 120 countries, connecting nearly two million
people.

The Company's unrivalled portfolio of BFWA products enables its
growing customer base to offer carrier-class voice, broadband data
and high-speed Internet services. Its turnkey solutions include
equipment, network planning, project management, installation and
maintenance.

SR Telecom is an active member of WiMAX Forum, a cooperative
ndustry initiative which promotes the deployment of broadband
wireless access networks by using a global standard and certifying
interoperability of products and technologies.

                            *   *   *

As reported in the Troubled Company Reporter's May 05, 2004
edition, Standard & Poor's Ratings Services lowered its long-term
corporate credit and senior unsecured debt ratings on SR Telecom
Inc. to 'CCC' from 'CCC+'. The outlook is negative.

"The ratings action reflects continued poor operating performance
and material negative free operating cash flow in 2003, and
follows the company's announcement that it plans to undertake
additional restructuring of its operations," said Standard &
Poor's credit analyst Michelle Aubin.

The negative outlook reflects the possibility that the ratings on
SR Telecom could be lowered further if the company's operating
performance and liquidity position do not improve.


TELESYSTEM INTERNATIONAL: S&P Places Ratings On Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit ratings on MobiFon Holdings B.V. and Telesystem
International Wireless Inc. on CreditWatch with positive
implications. TIW owns 99.8% of MobiFon Holdings, which in turn
owns 63.5% of MobiFon S.A., Romania's largest cellular operator.

"The CreditWatch placement follows TIW's announcement that it has
entered into an agreement in principle, which will result in
MobiFon Holdings increasing its ownership interest in MobiFon to
up to 79% from the current 63.5%," said Standard & Poor's credit
analyst Joe Morin. This is a materially relevant ownership
threshold for this company, as the MobiFon statutes require a
supermajority approval of shareholders (75%) for certain material
financial change. At the current ownership level of 63.5%, MobiFon
Holdings is not able to unilaterally control or access MobiFon,
and the default risk of MobiFon Holdings is separate from that of
MobiFon. MobiFon Holdings' current credit profile and the ratings
on the company reflect its debt levels and the stability of its
proportional share of MobiFon's dividends. Although unrated, the
stand-alone credit quality of MobiFon is currently viewed as
'BB-'.

Vodafone will continue to remain an influential minority
shareholder, however, MobiFon Holdings will have substantive
control over MobiFon. The default risk on both entities would be
the same, and the credit profile would reflect that of the
consolidated company including TIW. The consolidated entity has a
better financial profile than MobiFon Holdings' stand-alone
profile.

The current long-term corporate credit rating on the consolidated
entity would be 'B+'. If this pro forma rating remains unchanged
by transaction close, the 'B-' ratings on the MobiFon Holdings
notes would be unaffected by the transaction. They would be
notched down to reflect the structural subordination to the
priority debt at MobiFon. There is an immaterial amount of lease-
adjusted debt and no external debt at the TIW level. TIW's only
other holding, 27%-owned TIW Czech N.V., has a neutral effect on
the ratings on MobiFon and TIW, as it is treated as an equity
investment.
    
MobiFon is the leading cellular operator in Romania, with a slight
market share lead over the No. 2 competitor in the market: a
subsidiary of Orange S.A. The other two competitors in Romania
have combined market share of less than 5% and continue to be
ineffective in the market. The effective duopoly has resulted in
high (50%) EBITDA margins, and substantial free cash flow after
debt servicing at the operating company level. The low level
penetration and relative poor quality of land-line services in
Romania have helped with rapid growth in wireless subscribers,
resulting in MobiFon being one of the fastest growing cellular
operators in Eastern Europe.


TRADE PARTNERS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trade Partners Gateway Center, LLC
        c/o Bruce S. Kramer
        Borod & Kramer PC
        80 Monroe Suite G-1
        Memphis, Tennessee 38103

Bankruptcy Case No.: 04-07121

Type of Business: The Debtor owns a single-family residential
                  subdivision in Pinal County, Arizona
                  containing vacant lots to be sold for
                  development.

Chapter 11 Petition Date: June 8, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Michael J. Quilling, Esq.
                  Quilling Selander Cummiskey & Lownds PC
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: 214-871-2100

Total Assets: $6,000,000

Total Debts:  $9,160,290

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Burt Hoehne                   Debts / Services        $2,500,000
19708 North Jojobe Court
Surprise, AZ 85734

Burt Hoehne Annuity           Debts / Services        $1,320,000
19708 North Jojoba Court
Surprise, AZ 85734

InterGlobal Waste Management  Debts / Services        $1,300,000
Inc.
Attn: Harold A. Katersky
824 Calte Plano Avenue
Camarillo, CA 93012-8557

Music Valley Inn              Debts / Services                $0

Kaysee Okpaise                Debts / Services                $0


UGS PLM: Keeps U.S. Corporate Headquarters in Dallas Area
---------------------------------------------------------
UGS, a leading global provider of product lifecycle management  
software and services, announced it will keep its U.S. corporate
headquarters in the Dallas area.

UGS announced on May 27 the closing of its acquisition by a
private equity group of Bain Capital, Silver Lake Partners and
Warburg Pincus.  The transaction represents the largest private
equity investment ever made in a technology company.  The company
also launched operations that day as an independent software
business under a new corporate brand -- UGS.

Most recently, UGS announced on Tuesday a definitive agreement to
acquire D-Cubed, Ltd., a Cambridge, England-based supplier of
embedded technology used by many of the world's leading computer-
aided design application developers.

For its new headquarters, UGS has signed a lease on office space
in the Granite Park office park at the intersection of Highway 121
and the Dallas North Tollway in Plano, Texas.  The company is
currently based on the EDS campus in Plano, where an estimated 80
of its approximately 4,700 global employees work.

UGS expects to complete its move to the new site during 2004.

UGS also announced the additions of two senior leaders who will be
based at its new headquarters site in Plano.

Doug Barnett, senior vice president and Chief Financial Officer.
Barnett, who formerly served as CFO at Unigraphics Solutions,
returns to the company from Colfax Corp., a leading marketing and
world-class manufacturer of pumps and power transmission
equipment, where he served as CFO.  In his new capacity, Barnett
is responsible for all financial affairs of the company.

Tom Lemberg, senior vice president and General Counsel.  Lemberg
joins UGS from Digitas, LLC, a leading marketing services firm for
which he served as executive vice president, general counsel and
head of Strategic Partnerships.  He previously was general counsel
of Lotus Development Corporation.  In addition, Lemberg led the
creation and growth of the Business Software Alliance, a
Washington, D.C.-based organization responsible for the public
policy and anti-piracy activities of the major companies in the
software industry.  In his new capacity, Lemberg is responsible
for all legal affairs of the company.
    
Barnett and Lemberg each report to Tony Affuso, chairman, CEO and
president of UGS.
    
                         About UGS

UGS is a leading global provider of product lifecycle management
software and services with more than 3 million licensed seats and
42,000 clients worldwide.  The company promotes openness and
standardization and works collaboratively with its clients in
creating enterprise solutions enabling them to transform their
process of innovation and thus begin to capture the value of PLM.  
For more information on UGS products and services,
visit http://www.ugs.com/

                         *     *     *

As previously reported in the Trouble Company reporter, May 3,
2004 issue, Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to Plano, Texas-based UGS PLM Solutions
Inc., and a 'B-' subordinated debt rating to the company's $550
million senior subordinated notes due 2012. At the same time,
Standard & Poor's assigned its 'B+' bank loan rating and a
recovery rating of '3' to UGS PLM Solutions Inc.'s $625 million
senior secured credit facility, reflecting expectations for
meaningful (50%-80%) recovery of principal in a default or
bankruptcy scenario. The secured credit facility consists of a
$125 million revolving credit facility due 2010 and $500 million
term loan facility due 2011. The outlook is stable.


UNUMPROVIDENT: S&P Cuts Ratings on Various Related Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on various
UnumProvident Corp.-related synthetic transactions.

CorTS Trust for Unum Notes and PreferredPLUS Trust Series UPC-1
are synthetic transactions that are weak-linked to the rating on
the underlying securities, UnumProvident Corp.'s 6.75% notes due
Dec. 15, 2028.
    
CorTS Trust For Provident Financing Trust I, CorTS Trust II for
Provident Financing Trust I, and CorTS Trust III for Provident
Financing Trust I are synthetic transactions that are weak-linked
to the rating on the underlying securities, Provident Financing
Trust I's 7.405% capital securities due March 15, 2038.
   
                         Ratings Lowered
   
               CorTS Trust for Provident Financing Trust I
     $52 million corporate-backed trust securities certificates
   
                           Rating
                    Class   To          From
                    Certs   B+          BB
   
               CorTS Trust II for Provident Financing Trust I
     $87 million corporate-backed trust securities certificates
   
                           Rating
                    Class   To           From
                    Certs   B+           BB
   
               CorTS Trust III for Provident Financing Trust I
     $26 million corporate-backed trust securities certificates
   
                           Rating
                    Class   To           From
                    Certs   B+           BB
   
               CorTS Trust for Unum Notes
     $25 million corporate-backed trust securities certificates
   
                           Rating
                    Class   To           From
                    Certs   BB+          BBB-
   
               PreferredPLUS Trust Series UPC-1
     $32 million PreferredPLUS trust series UPC-1 certificates
   
                           Rating
                    Class   To           From
                    Certs   BB+          BBB-


US AIRWAYS: Flight Attendants Still Undecided On Concessions
------------------------------------------------------------
The US Airways Master Executive Council of the Association of
Flight Attendants-CWA, AFL-CIO has not reached a decision on
whether to engage in a third round of concessionary negotiations
with the airline.  That decision has been deferred while the
union's outside financial advisors analyze US Airways' financial
documents and transition plan.

In April, AFA conducted a membership poll that showed that 83
percent of the US Airways flight attendants polled believed the
union should not engage in negotiations until AFA has received a
complete proposal from the company, along with a detailed business
plan and management's level of participation in concessions.

"AFA does not believe the majority of flight attendants at US
Airways are of the same opinion as those based in Pittsburgh,
and the overall poll results clearly show that to be the case,"
said AFA US Airways MEC President Perry Hayes.  "The results of
the poll posted on the Pittsburgh local council website are
significantly different from the results in the other bases.  By
only looking at one segment of the numbers, it's easy to provide
an inaccurate snapshot of the feelings of the US Airways flight
attendants as a whole."

Recent articles have incorrectly characterized information posted
on the Pittsburgh local council's website as the official position
of the MEC.  Hayes is the spokesperson for AFA at US Airways and
any comments made by another individual, including local
presidents, are an expression of that individual's opinion and not
necessarily reflective of the MEC's decisions.

More than 45,000 flight attendants, including the 5,200 flight
attendants at US Airways, join together to form AFA, the world's
largest flight attendant union.  AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. (US Airways
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Asks for Authority To Assume Current Headquarters Lease
-----------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that the USG Corporation
Debtors' new corporate headquarters lease provides that the
building which will serve as the Debtors' new corporate
headquarters will be constructed by the new landlord at 550 W.
Adams Street in downtown Chicago, Illinois.  The Debtors expect
the New Headquarters Lease location to be constructed and fully
ready for occupancy in the first half of 2007.

In the meantime, the Debtors will remain at their current office
lease location through essentially the end of its term, at which
time they will be moving to their New Headquarters Lease
location.  The current headquarters landlord has asked the
Debtors to assume the Current Headquarters Lease, and the Debtors
are willing to do so.

Accordingly, the Debtors seek the Court's authority to assume
the Current Headquarters Lease with American National Bank and
Trust Company of Chicago -- solely as Trustee under a Trust
Agreement dated March 15, 1986.  The Current Headquarters Lease
covers the Debtors' worldwide corporate headquarters in Chicago,
Illinois.

The salient terms of the Current Headquarters Lease are:

   (a) Tenants: USG Corporation, United States Gypsum Company and
       L&W Supply Corporation;

   (b) Landlord: American National Bank and Trust Company of
       Chicago, not personally but solely as Trustee under Trust
       Agreement dated March 15, 1986 and known as Trust No.
       66917;

   (c) Site: 125 S. Franklin Street in downtown Chicago,
       Illinois;

   (d) Leased Premises: Seven full floors and one partial floor
       of the Building.  The rental space is approximately
       263,000 square feet;

   (e) Commencement Date: July 1, 1992;

   (f) Term: 15 years, ending on June 30, 2007;

   (g) Base Rent: The rent for the Leased Premises for certain
       periods are:

         (i) approximately $814,000 per month for the period
             July 1, 2003 through June 30, 2004;

        (ii) approximately $852,000 per month for the period
             July 1, 2004 through June 30, 2005;

       (iii) approximately $890,000 per month for the period
             July 1, 2005 through June 30, 2006; and

        (iv) approximately $928,000 per month for the period
             July 1, 2006 through June 30, 2007;

   (h) Additional Rent: Taxes and operating expenses for the
       Building based on the Tenants' proportionate share of the
       Building premises; and

   (i) Option to Extend Term: The Tenants have two options to
       extend the Term, each option being for a five-year
       extension.  The first option is exercisable prior to the
       commencement of the final lease year.

The Debtors estimate that the amount required to cure prepetition
arrearages under the Current Headquarters Lease is $2,380.70.

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)


VIVENDI: Increases Price & Extends Consent Date of Tender Offer
---------------------------------------------------------------
Vivendi Universal S.A. (Paris Bourse: EX FP; NYSE: V) (S&P, BB
Long-Term and B Short-Term Corporate Credit Ratings, Positive)
announced the amendment of its pending tender offer for aggregate
cash consideration not to exceed Euro 1,000,000,000 for any and
all of its outstanding 9.25% Senior Notes due 2010, U.S. dollar-
denominated 6.25% Senior Notes due 2008, 9.50% Senior Notes due
2010 and euro-denominated 6.25% Senior Notes due 2008.

Vivendi said that it has amended the Tender Offer to (1) increase
the Purchase Price and Total Consideration for the 9.25% Notes,
the 6.25% Dollar Notes and the 9.50% Notes and (2) extend the
Consent Date for all the Notes to 5:00 p.m., New York City time,
on Tuesday, June 15, 2004.

Holders who tender their Notes at or prior to 5:00 p.m., New York
City time, on Tuesday, June 15, 2004 will receive the applicable
Total Consideration, subject to the terms and conditions set forth
in the Offer to Purchase.  Holders who tender their Notes after
5:00 p.m., New York City time, on the Consent Date and at or prior
to 12:00 midnight, New York City time, on Thursday June 24, 2004
will receive the applicable Purchase Price, subject to the terms
and conditions set forth in the Offer to Purchase.  Capitalized
terms used and not defined herein shall have the respective
meanings assigned to them in the Offer to Purchase.

Except for the amendments to the Purchase Prices and Total
Consideration described above and the extension of the Consent
Date described above, all other terms and conditions of the Tender
Offer remain unchanged.  Holders who have already tendered their
Notes will receive the amended Purchase Price and Total
Consideration for their 9.25% Notes, 6.25% Dollar Notes and 9.50%
Notes and need not take any further action in response to this
announcement.

The aggregate cash consideration in the Offer is limited to Euro
1,000,000,000.  Notes that are validly tendered on or prior to the
Expiration Date may be subject to proration if the principal
amount tendered exceeds the Maximum Tender Amount. The Notes will
be purchased according to a priority of series as set forth in the
table above.  All Notes having a higher Acceptance Priority Level
will be accepted for purchase before any tendered Notes having a
lower Acceptance Priority Level are accepted.

Accrued and unpaid interest on all tendered Notes accepted for
payment will also be paid to, but not including, the settlement
date for the Tender Offer, which will be promptly following the
Expiration Date.

The Offer is not conditioned on any minimum amount of Notes being
tendered.

Concurrently with the Tender Offer, the Company is soliciting
consents from holders of the Notes to amendments to, and waivers
under, the Indentures governing the 2010 Notes and the 2008 Notes,
that will eliminate substantially all of the restrictive
covenants, certain events of default and related provisions
contained in the Indentures.

The relevant Consent Payment is not conditioned upon the adoption
of the Proposed Amendments with respect to a series of Notes, and
the Tender Offer is not conditioned upon the receipt of the
Requisite Consents.

Adoption of the Proposed Amendments with respect to the 2010 Notes
or the 2008 Notes requires the Consent of at least a majority in
aggregate principal amount of the 2010 Notes, or the 2008 Notes,
as the case may be, then outstanding; provided, that the Proposed
Amendments with respect to the 2010 Notes, or the 2008 Notes, as
the case may be, will not become operative if the Company does not
have sufficient funds to purchase all such 2010 Notes or 2008
Notes that are validly tendered in and not withdrawn from the
Tender Offer.  The 9.25% Notes and the 9.50% Notes vote together
as a class for purposes of adopting the Proposed Amendments.  The
6.25% Dollar Notes and the 6.25% Euro Notes vote together as a
class for purposes of adopting the Proposed Amendments.

If the Proposed Amendments are adopted with respect to a series of
notes and all Notes of such series that are validly tendered in
and not withdrawn from the Tender Offer are accepted for purchase,
the Notes of such series that are not purchased will remain
outstanding, but will be subject to the terms of the applicable
Indenture as modified by the applicable Supplemental Indenture.

Holders who validly deliver Consents pursuant to the Offer may
revoke such Consents prior to the time at which the Supplemental
Indenture relating to the series of Notes to which those Consents
relate becomes effective, which will be the date on which such
Supplemental Indenture is executed.  However, if a Consent is
revoked, the Holder will not be eligible to receive the Consent
Payment for those Notes.  Withdrawal rights with respect to
tendered Notes are not being extended.  Accordingly, tendered
Notes may no longer be withdrawn after 5:00 p.m., New York City
time, on June 8, 2004.

Notwithstanding any other provision of the Offer, the Company's
obligation to accept for purchase, and to pay for, Notes validly
tendered pursuant to the Offer is conditioned upon satisfaction or
waiver of certain general conditions as set forth in the Offer to
Purchase.  The Company, in its sole discretion, may waive any of
the conditions of the Offer in whole or in part, at any time or
from time to time.

The Offer is being made solely pursuant to an Offer to Purchase
and Consent Solicitation dated May 25, 2004, as amended and
supplemented to and including the date hereof, which more fully
sets forth and governs the terms and conditions of the Offer. The
Offer to Purchase can be obtained by contacting the information
agent (Global Bondholder Services Corporation (Toll free: +1 (866)
470-4500; +44(0)20-7864-9136; or (banks and brokers) +1 (212) 430-
3774)) or the Dealer Managers (Banc of America Securities LLC
(Toll free: +1 (888) 292-0070 or +1 (212) 847-5834) and J.P.
Morgan Securities Inc. (Toll free: +1 (866) 834-4666; +1-212-834-
4802; or +44 (0)207-742-7506). The Bank of New York is acting as
the Tender and Solicitation Agent and The Bank of New York
(Luxembourg) S.A. is acting as the Luxembourg Tender Agent. All
services in connection with the Offer as well as the Offer to
Purchase are available free of charge at the office of the
Luxembourg Tender Agent (The Bank of New York (Luxembourg) S.A.,
+44 (0)207-964-6386).

Banc of America Securities LLC and J.P. Morgan Securities Inc. are
acting as the Dealer Managers for the Offer.


WEIRTON: Texaco Concedes to Pay $500,000 to Settle Damage Claims
----------------------------------------------------------------
The Weirton Steel Corporation Debtors ask the Court to approve a
settlement with Texaco Natural Gas, Inc., and Fellon McCord &
Associates, Inc., with respect to a complaint filed by the Debtors
against Texaco in the Circuit Court of Hancock County, West
Virginia, on June 25, 2001.

According to Mark E. Freedlander, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, the complaint relates to a dispute
among the Parties regarding the appropriate price for the sale of
natural gas for the period from January to March 2001.  The
Debtors sought to recover $920,488 from Texaco, resulting from an
alleged breach by Texaco of its obligation to the Debtors under a
November 1, 2000 base contract for the short-term sale and
purchase of natural gas.  As a result of Texaco's alleged breach,
the Debtors were required to pay $10 per MMBtu in January 2001,
$7 per MMBtu in February 2001 and $5 per MMBtu in March 2001, for
the same 4,000 MMBtu of natural gas for which, the Debtors
alleged, Texaco was contractually obligated to provide at $4 per
MMBtu.

On August 17, 2001, Texaco denied any liability to the Debtors.  
On August 22, 2002, Texaco filed a request for leave to file a
Third-Party Complaint against Fellon.  Fellon was hired by the
Debtors to secure contracts for the purchase of natural gas on
the Debtors' behalf.  Texaco contends that if any money is owed
to the Debtors for any reason, that liability is solely the
responsibility of Fellon, as the Debtors' agent.  

Fellon denied any liability with respect to the allegations in
the Third Party Complaint.

After extensive arm's-length negotiations, the Parties reached a
settlement and compromise of the Complaints.  Pursuant to a
Mutual Release and Settlement Agreement:

   (a) Texaco will pay the Debtors $500,000, in full satisfaction
       of all damages directly or indirectly related to claims
       released in the Agreement; and

   (b) The Parties will release all claims against each other.

Due to the uncertainty, additional costs and the length of time
necessary to continue to litigate the matter, the Debtors believe
that the compromise with Texaco and Fellon is fair and reasonable
under the circumstances. (Weirton Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WORLDCOM INC: SEC Asks For Documents About KPMG's Independence
--------------------------------------------------------------
On June 1, 2004, Piper Rudnick, LLP, disclosed in a Bankruptcy
Court filing that the Securities and Exchange Commission served a
voluntary request for information relating to KPMG, LLP's
retention as MCI's independent auditor.  Piper Rudnick represents
MCI in connection with this SEC inquiry.

Jonathan Weil, a staff reporter at The Wall Street Journal, says
the SEC inquiry stems from an aggressive tax-shelter strategy
that KPMG sold MCI during the late 1990s, when MCI was known as
WorldCom, Inc.  At the time, Arthur Andersen, LLP, was WorldCom's
outside auditor.  KPMG replaced Andersen in 2002.  

The filing detailed Piper Rudnick's lawyer's work on this matter
from April 1, 2004 through and including April 19, 2004:

   Auditor Matters
   Client Matter ID: 017753-000841
   Invoice #1509484
   For professional services rendered through April 19, 2004

                                                         Amount
    Date    Attorney & Task                   Hours      Billed
    ----    ---------------                   -----      ------
   03/25/04 K. Nelson SEC research.            1.50     $210.00

   04/01/04 C. Scheeler Telephone conversation 1.90      855.00
            with Ms. Whittemore, draft e-mail
            to client regarding same
            (.50); conference with Mr.
            Ingerman regarding in
            dependency issues, review law
            regarding same (.40); work on
            production issues (1.00).

   04/01/04 B. Ingerman Review and revise      2.25      922.50
            memo regarding auditor
            independence.

   04/01/04 E. Scheideman III Review           6.00    1,980.00
            documents in anticipation of
            producing same to SEC.

   04/01/04 P. Fenn Review and analyze         6.10    1,769.00
            document for privilege to be
            produced to the SEC.

   04/01/04 R. Gaumont Research "adverse      10.25    2,665.00
            interest" standard under
            Bankruptcy Code (3.00); research
            comments provided by Big Four
            accounting firms concerning
            SEC's proposed rules (3.50);
            revise and edit memorandum in
            accordance with Mr.
            Ingerman's changes (3.75).

   04/01/04 F. Dajani Complete review of       5.60    2,380.00
            initial electronic materials for
            SEC request (4.80); review and
            respond to e-mail messages
            regarding same (.20);
            telephone conference with
            Messrs. Scheeler and Jacobs
            regarding investigation
            (.30); telephone conferences
            with Mr. Scheeler regarding
            investigation and issues (.30).

   04/02/04 C. Scheeler Telephone              2.00      900.00
            conversation with Mr. Strochak
            regarding responsive documents
            (.20); edit memo regarding
            independence issues, draft
            e-mail to client regarding
            same (1.30); edit letter to
            SEC regarding voluntary
            request, draft, review, draft
            e-mails regarding SEC

   04/02/04 B. Ingerman Review and revise      1.25      512.50
            memo regarding auditor
            independence.

   04/02/04 P. Fenn Review and analyze         4.40    1,276.00
            documents for privilege to be
            produced to SEC.

   04/02/04 R. Gaumont Revise and edit         6.25    1,625.00
            memorandum regarding independent
            (1.60); audit and
            disinterestedness standard in
            accordance with revisions by
            Messrs. Scheeler and Ingerman
            (3.20); review additional SEC
            opinion relating to same (2.80);
            discussions with Messrs.
            Scheeler and Ingerman
            regarding additional research
            (.25).

   04/05/04 C. Scheeler Edit letter to SEC     2.00       900.00
            regarding production (.40); work
            on privilege, document production,
            independence issues (1.60).

   04/05/04 P. Fenn Draft privilege log        5.30     1,537.00
            analyze documents for
            production to the SEC (3.70).

   04/05/04 R. Gaumont Research relating to    1.80       468.00
            opposition to motion to
            disqualify.

   04/05/04 F. Dajani Review SDS materials     8.40     3,570.00
            for SEC request and prepare SEC
            production (7.10); review and
            edit privilege log (.60);
            discuss SDS materials with
            Messrs. Scheeler and Fenn
            (.50); telephone conference
            with Messrs. Scheeler and
            Jacobs regarding SEC
            investigation (.20).

   04/06/04 C. Scheeler Edit letter to SEC     2.20       990.00
            (.30); conference call with
            client regarding open issues
            (.90); draft e-mail to Ms. Kelly
            and Ms. Petren regarding status
            (1.00).

   04/06/04 P. Fenn Review and analyze         7.20      2,088.00
            privileged documents for
            potential production (4.10);
            research and analyze claims
            against SDS and BJE (1.10);
            draft privilege log (2.00).

   04/06/04 F. Dajani Complete privilege       2.10        892.50
            review of Board Minutes, edit
            production correspondence and
            produce first responsive wave
            to SEC (1.00); prepare for
            and participate in conference
            call with Messrs. Scheeler,
            Smorodin and Jacobs, and Ms.
            Petren regarding SEC
            investigation (.90);
            follow-up with Mr. Scheeler
            (.20).

   04/07/04 C. Scheeler Telephone conversation 1.50        675.00
            with Mr. Jacobs, review, draft
            e-mails with custodians, Ms.
            Petren, telephone conversation
            with Ms. Petren regarding document
            collection process.

   04/07/04 R. Gaumont Research relating to    4.80      1,248.00
            remedies for violations of SEC's
            independence rules.

   04/07/04 F. Dajani Discuss SEC issues with   .40        170.00
            Messrs. Scheeler and Fenn.

   04/08/04 P. Fenn Review and analyze e-mail  1.40        406.00
            for privilege and draft privilege
            log regarding same.

   04/08/04 R. Gaumont Review and analyze SEC  6.30      1,638.00
            decisions relating to auditor
            independence (3.10); research
            related to remedies (3.20).

   04/09/04 P. Fenn Review and analyze         4.20      1,218.00
            documents for privilege and
            responsiveness; draft
            privilege log.

   04/09/04 R. Gaumont Research and analyze    2.70        702.00
            SEC administrative decisions
            relating to independence
            issues.

   04/09/04 F. Dajani Telephone conference      .20         85.00
            with Mr. Jacobs regarding
            document collection issues.

   04/11/04 R. Gaumont Prepare memoranda       5.75      1,495.00
            regarding impact of violations
            of SEC's auditor independence
            rules on certification of
            company's financial statements.

   04/12/04 C. Scheeler Telephone              3.50      1,575.00
            conversation, e-mails with
            numerous witnesses, custodians
            regarding document
            production, fact development
            issues (3.00); telephone
            conversation with Mr. Jacobs
            regarding same (.50).

   04/12/04 B. Ingerman Review and revise       .60        246.00
            memo regarding auditor
            independence.

   04/12/04 R. Gaumont Revise and edit         9.70      2,522.00
            memoranda in accordance with
            changes proposed by Mr. Ingerman
            (1.30); follow-up research
            relating to scholarly
            commentary relating to
            sanctions for violating
            independence rules (4.20).

   04/12/04 F. Dajani Telephone conference      .70        297.50
            with Messrs. Scheeler and Jacobs
            regarding document and data
            collection (.50); begin
            review of audit committee
            materials for SEC request (.20).

   04/13/04 C. Scheeler Telephone              3.70      1,665.00
            conversation with Mr. Beresford
            (.80); telephone conversation with
            Ms. Whittemore regarding KPMG
            productions (.30); review law
            on non-independence
            consequences, conference with
            RAG regarding same (.60);
            telephone conversations,
            e-mails with SEC, FMD
            regarding responsive issues
            (.80); telephone
            conversations, e-mails with
            custodians, Mr. Jacobs
            regarding same, review
            documents (1.20).

   04/13/04 P. Fenn Review documents for       2.30        667.00
            privilege and production.

   04/13/04 R. Gaumont Revise memorandum        .50        130.00
            analyzing consequences to
            company of unaudited statements
            with Mr. Scheeler.

   04/13/04 F. Dajani Review Audit Committee    .70        297.50
            and Board materials for SEC and
            request and discuss same with
            Mr. Fenn.

   04/14/04 C. Scheeler Prepare for hearing,   4.80      2,160.00
            telephone conversation with
            Ms. Del Duca regarding same
            (2.40); telephone
            conversations with Mr.
            Jacobs, FMD regarding
            production issues (.40);
            review documents produced
            (.80); work on request
            response (1.20).

   04/14/04 J. Berry Review and analyze        2.00        250.00
            electronic data discovery in
            preparation for review for
            production (.50); coordinate with
            attorneys and the vendors
            with regard to instructions,
            search terms and priorities
            (1.75).

   04/14/04 P. Fenn Conversation with Mr.      2.10        609.00
            Dajani regarding document and
            electronic review (.20);
            review documents for
            privilege (1.90).

   04/14/04 R. Gaumont Conference with Mr.     4.70      1,222.00
            Dickson regarding research into
            SEC regulations (.25); prepare
            outline for preparation for
            hearing on motion to
            disqualify (1.25); review and
            analyze MCI and KPMG's
            oppositions to motion to
            disqualify (1.70); review
            authorities cited in same
            (1.20); discussions with Mr.
            Scheeler (.30).

   04/14/04 M. Loker Research Fortune 10       2.70        459.00
            10-K's for attorney use.

   04/14/04 F. Dajani Discuss SEC request       .40        170.00
            issues with Mr. Fenn (.20);
            discuss electronic review with
            Messrs. Fenn and Berry (.20).

   04/15/04 C. Scheeler Review                 4.00      1,800.00
            disqualification briefs, prepare
            outline of potential questions
            for hearing, draft e-mail to Mr.
            Benjet regarding same (2.30);
            hearing preparation with Mr.
            Benjet, Weil (1.70).

   04/15/04 J. Berry Review and analyze         .75         93.75
            electronic data discovery in
            preparation for review for
            production (.25); coordinate
            with attorneys and the vendors
            with regard to instructions,
            search terms and priorities
            (.50).

   04/15/04 P. Fenn Draft tracking log         2.30        667.00
            for SEC productions (1.30);
            draft privilege log regarding
            same (1.00).

   04/15/04 R. Gaumont Review and analyze      4.70      1,222.00
            10Qs for discussions of auditor
            independence (2.00);
            discussion with Mr. Dickson
            regarding status of research
            (.20); prepare for mock
            hearing with Mr. Scheeler
            (.70); participate in mock
            hearing with Messrs. Benjet,
            Strochak, and Scheeler (1.80).

   04/15/04 M. Loker Research and organize     2.00        340.00
            10-K's for top 10 Fortune 500
            companies for attorney review.

   04/15/04 F. Dajani Review production         .25        106.25
            indices and KPMG index for
            responsiveness to SEC auditor
            request.

   04/15/04 S. Dickson Research regarding      5.50      1,320.00
            SEC enforcement actions against
            registrants for using
            non-independent auditors
            (3.40); review 10-K reports
            and proxy statements of
            Fortune 500 companies for
            descriptions of services
            provided by independent
            accountants (2.10).

   04/16/04 C. Scheeler Work on matters        3.30      1,485.00
            regarding Gonzales/KPMG
            disqualification hearing
            (1.50); review documents,
            telephone conversation with
            client, work on SEC response
            (1.80).

   04/16/04 P. Fenn Review and analyze         6.60      1,914.00
            documents for production to SEC.

   04/16/04 R. Gaumont Review and analyze      3.90      1,014.00
            Ernst & Young ruling for
            implications on independence
            (1.20); research relating to
            disqualification hearing
            (1.00); review and analyze
            SEC independence decisions
            (1.70).

   04/16/04 F. Dajani Review MHS and other     8.10      3,442.50
            electronic collections for
            SEC request (7.80); discuss
            same with Mr. Scheeler (.30).

   04/17/04 C. Scheeler Draft e-mail to        2.00        900.00
            Mr. Breeden summarizing KPMG
            disqualification issues,
            telephone conversations with
            Mr. Benjet, Ms. Petren
            regarding same.

   04/17/04 R. Gaumont Assist Mr. Scheeler     1.30        338.00
            in assembling documents
            requested for upcoming SEC
            meeting.

   04/18/04 R. Gaumont Research 13(a),         3.30        858.00
            10(a) issues (1.80); review
            and analyze schedules in
            Securities Act for references
            to independence (1.50).

   04/18/04 F. Dajani Prepare custodian         .75        318.75
            summary for April 19 telephone
            conference with Messrs.
            Scheeler and Jacobs regarding
            SEC inquiry status.

   04/19/04 C. Scheeler Telephone              3.40      1,530.00
            conversations with SEC, team
            regarding status of
            response, draft e-mail to
            client regarding same (1.30);
            review prior submission
            (1.00); draft e-mail to Mr.
            Richards regarding privilege
            issue (.20); review
            potentially privileged
            document (.30); draft MHS
            interview memo (.60).

   04/19/04 J. Berry Review and analyze        4.75        593.75
            electronic data discovery in
            preparation for review for
            production (2.75); coordinate
            with attorneys and vendors
            with regard to instructions,
            search terms and priorities
            (2.00).

   04/19/04 P. Fenn Conference call regarding  8.60      2,494.00
            status of SEC productions
            (.60); review and analyze
            documents for production to
            SEC (8.00).

   04/19/04 R. Gaumont Research 10(b)(5)       1.50        390.00
            issues.

   04/19/04 F. Dajani Review KH, LO and other  9.40      3,995.00
            electronic custodians for SEC
            request (8.10); telephone
            conference with Messrs.
            Scheeler and Jacobs regarding
            SEC status (.40); telephone
            conference with Mr. Berry
            regarding electronic issues
            (.60); telephone conference
            with Mr. Fenn regarding
            witness binders (.30).
    
On June 4, 2004, the Court sealed Piper Rudnick's documents from
public viewing, at MCI's request according to the Journal.  
Pursuant to Rule 9018 of the Federal Rules of Bankruptcy
Procedure, Judge Gonzalez ordered the removal of the documents
from the Court's electronic filing system and the public access
Web site.  Judge Gonzalez barred any person who received or
reviewed a copy of the documents from disseminating copies of the
document.

"According to people familiar with the inquiry, the SEC's request
for documents came in a March 23 letter from the commission's
enforcement division.  These people said that MCI asked Judge
Gonzalez to keep the SEC inquiry a secret, because the SEC's
letter said the inquiry was confidential," Mr. Weil reports.

Mr. Weil relates that the controversy over KPMG's tax work for
MCI started in January 2004, when former U.S. Attorney General
Richard Thornburgh, serving as MCI's bankruptcy examiner,
recommended that MCI could have grounds to sue KPMG over its
prior state-tax advice.

"KPMG and MCI have defended the firm's tax work as proper.  They
say the accounting firm's independence wasn't impaired, and MCI
has said it has no plans to sue KPMG," Mr. Weil continues.

The State of Massachusetts and 13 other states have asked Judge
Gonzalez to disqualify KPMG from performing any further work for
MCI.  The states argued that KPMG is conflicted to act as MCI's
outside auditor or tax adviser.  The states are seeking to
collect more than $500 million in back taxes, penalties and
interest, Mr. Weil says.

On June 8, 2004, Judge Gonzalez vacated his Sealing Order.

"It has come to the Court's attention that the Sealed Material
has been widely and publicly disseminated, and it appears that
the June 4 Order no longer serves its original purpose," Judge
Gonzalez ruled.

Judge Gonzalez ordered that the Piper Rudnick filings be placed
back on the Court's docket and at the public access Web site.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


W.R. GRACE: Applies To Employ Baker Donelson As Lobbyists
---------------------------------------------------------
The W.R. Grace & Co. Debtors ask the Court for permission to
employ Baker Donelson Bearman Caldwell & Berkowitz, PC, to perform
lobbying that the Debtors will require during the course of these
Chapter 11 cases.  Specifically, the Debtors want Baker, their
longtime legislative advisors, to continue to advise their senior
management, corporate counsel, and Board of Directors with
respect to the policy and legislative affairs affecting their
business.

Since January 2001, Baker and certain of its policy advisors
provided legal services to the Debtors in connection with various
legislative matters.  Baker also assisted the Debtors in
responding to legislation with respect to their business.  James
D. Range, one of Baker's senior public policy advisors at Baker's
Washington, D.C., offices, also represented the Debtors on the
very matters for which Baker is to be employed.

                             Services

Baker will advise the Debtors, their counsel and their Board of
Directors with respect to legislative affairs and current,
pending and future legislative affairs, and provide other related
services as the Debtors may deem necessary or desirable.

                           Compensation

The Debtors will pay Baker a flat rate of $17,000 per month, in
arrears.

                        Disinterestedness

Mr. Range says that, while Baker may have and will perform
lobbying services for parties interested in Grace's cases, these
are unrelated to the lobbying work for Grace. (W.R. Grace
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* BOOK REVIEW: EPIDEMIC OF CARE - A Call For Safer, Better, and
               More Accountable Health Care
------------------------------------------------------------
Author:     George C. Halvorson
            George J. Isham, M.D.
Publisher:  Jossey-Bass; 1st edition
Hardcover:  271 pages
List Price: $28.20

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/0787968889/internetbankrupt

Halvorson and Isham worked together as leaders of the Minneapolis
health-care organization HealthPartners; Halvorson as chairman and
CEO, and Isham as medical director and chief health officer. From
their positions as leaders in the health-care field, they have
gained a broad, thorough understanding of the structure, workings,
and the problems of America's health-care system. Their "Epidemic
of Care" written in a readable, lucid, jargon-free style is a
timely work for anyone interested in the pressing matter of
satisfactory health care in America. This includes government
workers, politicians, executives of HMOs and hospitals, and
critics of health care, to individuals making choices about their
own health care. It is a notable work both practical and visionary
that one hopes legislators and heads of HMOs will take in. For
Halvorson and Isham make their way through the daunting
complexities of today's health-care system to put their finger on
its core problems and offer practicable solutions to these.
     
The two main problematic issues of contemporary health care are
health-care costs and quality of care. These two authors offer
solutions taking into consideration both of these. They put forth
balanced proposals instead of the many one-sided ones which stress
cutting costs at the expense of care or favor care regardless of
costs, costs usually born by government from tax revenues. In the
authors' comprehensive, balanced proposals, corporations and
businesses of all sizes, government agencies, health-care
organizations of all types, state and local governments and health
organizations, and also individuals work together cooperatively
for the goal of affordable, effective, and widespread up-to-date
health care.
     
Before outlining their program for dealing with the problems in
health care, which are only growing worse in the present system,
the authors relate information on different parts of today's
system most readers would not be aware of. Then they analyze it to
focus in on what is causing the problems in the particular area of
health care. In some cases, misconceptions held among the public
are cleared up, paving the way toward agreement on what are the
real problems and coming up with acceptable solutions for them.
The percentage of the cost of HMO membership and insurance
premiums going for administration is one such misconception.
"People guess, in fact, that HMO and insurance administration
costs are about 30 to 40 percent of premiums and that insurer
profits add another 10 to 20 percent of the total cost." This
means that anywhere from about 40 percent to 60 percent of
payments for HMOs or insurance doesn't go for health care. The
authors clear up this misconception giving rise to much confusion
in trying to deal with the serious problems facing the health-care
field, as well as a good deal of resentment against HMOs and
insurance companies, by citing that "health plan administrative
costs, including profits and marketing, average from 5 to 30
percent of total premium, depending on the plan." This leads to
the conclusion that it is not a sudden rise in administrative
costs or the greed of health-care providers that is mainly
responsible for driving up the costs of health care and will
continue to do so for the foreseeable future without effective
change in the field. Rising costs of health care from new
technologies, consumer expectations and demands, and also misuse
of drugs and treatments making patients worse or prolonging their
medical problems are the main reason for the rising costs. The
frequent misuse of modern-day medicines and treatments cited by
the authors is an issue that is starting to receive attention in
the media.
   
The price of prescription drugs is one health-care issue already
receiving much attention that the authors address. In this
discussion, they note that because of committees of physicians and
pharmacologists set up by HMOs to identify which drugs were most
effective for specific medical problems and set standards for
prescribing these according to HMO policies, "all Americans
benefited from the new focus on drugs that actually work." Before
these committees, eighty-four percent of drugs developed by the
pharmaceutical companies were what were know as "class C" drugs
that were little better than placebos. As the authors note, in
those days not so long ago, drugs were being developed and
marketed more to generate sales than remedy medical conditions.
The high cost Americans pay for prescription compared to buyers in
other countries is another matter the two authors take up. In
this, they take the position of American buyers of prescription
drugs by making the point that they should not be singled out to
bear the disproportionate share of the research and marketing
costs going into the drug prices since numbers of persons in
countries around the world gain health benefits from the drugs.
The wasteful similarities between some prescription drugs, the
misuse of some, and growing concerns over costs and use of the
drugs with persons under sixty-five are other topics dealt with in
the discussion and analysis of the issue of prescription drugs.
     
Halvorson and Isham's fair-minded overview and critique of today's
heath-care field should be read by anyone with an interest in and
concern about this field central to the quality of life of
Americans and the economy. While they recognize that the field's
dysfunctions have such deep roots and thorny complexities that
"there is no single villain responsible for our troubles and no
silver bullet to cure them," undoubtedly some and likely a number
of the two authors' approaches to resolving particular troubles or
even their solutions to certain problems will be adopted. There is
just no way out of the current health-care crisis other than the
clear-sighted, comprehensive, cooperative way Halvorson and Isham
present.

George Halvorson is currently chairman and CEO of Kaiser
Permanente, one of the U. S.'s largest health-care organizations.
Isham continues as medical director and chief health officer of
HealthPartners.

                           *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

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