TCR_Public/040614.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 14, 2004, Vol. 8, No. 118

                          Headlines

ADELPHIA COMMS: Court Okays Foley's Retention as Corporate Counsel
ADEPT TECHNOLOGY: Gordon Deans Named Canada Unit's General Manager
ADVANCED MEDICAL: Launches Offer to Purchase 9-1/4% Senior Notes
AIR CANADA: Liquidity Solutions Offers 17% for Unsecured Claims
AIR CANADA: Signs New Distribution Agreement With Sabre Travel

AMERIQUEST MORTGAGE: Fitch Rates $7.7M Class M-5 Notes at BB+
ARROW AIR: Emerges From Bankruptcy Protection
ASKEW BROTHERS: Case Summary & 6 Largest Unsecured Creditors
ATLAS AIR: Court Approves Second Amended Disclosure Statement
BUSH INDUSTRIES: Hiring FTI Consulting as Crisis Managers

CELESTICA: Selling $500 Mil. of 7.875% Senior Subordinated Notes
CHARTER COMMS: Extends $1.6B Sr. Notes Exchange Offer to June 17
COMM 2002-FL6: Fitch Downgrades $1M Class M-JP Rating to BB+
CRITICAL PATH: Expects to Adjourn Special Meeting to June 22, 2004
DIGITAL LIGHTWAVE: Pays Plaut Sigma $127K Plus To Resolve Disputes

DIGITAL LIGHTWAVE: Retains Sterling for Interim Financial Services
DIMON INC: Posts $32.9 Mil. Net Loss for FY Ended March 31, 2004
DIRECTED ELECTRONICS: S&P Assigns B+ Rating to Corporate Debt
ENRON CORP: Employee Committee Reports Status Of Employee Matters
ENRON CORP: Asks Court To Approve Enron Equity Settlement Pact

FLEMING COMPANIES: Court Permits Payment Of Exit Facility Fees
FORMICA CORPORATION: Exits Chapter 11 Bankruptcy
FOSTER WHEELER: SEC Declares Registration Statement Effective
GS MORTGAGE: S&P Downgrades Series 1998-C1 Class F Rating to BB-
HABER INC: Voluntary Chapter 11 Case Summary

HIGHWOODS PROPERTIES: Fitch Affirms BB+ Preferred Stock Rating
INSILCO TECH: Retains Keen Realty To Market Hiddenite Facility
JILLIAN'S ENT: U.S. Trustee to Meet with Creditors on June 24
KAISER ALUMINUM: Court Gives Go-Ahead for Mead Parcels 1 & 7 Sale
LES BOUTIQUES: 2004 Fiscal Year Sees More Losses & Declining Sales

LINREAL CORP: Case Summary & 2 Largest Unsecured Creditors
LYNX ASSOCIATES: Case Summary & 5 Largest Unsecured Creditors
MERISANT WORLD: Receives Consents to Amend 12-1/4% Senior Notes
MILACRON INC: Completes Key Refinancing Transactions
MIRANT CORP: Names Loyd Warnock As SVP For Governmental Affairs

MJ RESEARCH: Committee Brings-In Winston & Strawn as Attorneys
MOBILEPRO CORP: CEO Jay Wright Issues Letter to Shareholders
NATIONWIDE ELECTRICAL: Case Summary & Largest Unsecured Creditors
NATURADE INC: Appoints Zreik As EVP-Sales & Kasprisin As COO
NEXMED: Plans Additional Financing Through Partnering Agreements

ORBITAL SCIENCES CORP: S&P Raises Corporate Credit Rating to BB-
OWENS CORNING: Court Approves Stipulations With Four Claimants
PACIFIC GAS: Agrees to Resolve California State Dispute for $84MM
PARMALAT GROUP: US Creditors Examine GE Capital & Citigroup Deals
PEGASUS: Obtains Interim Nod to Prioritize Intercompany Claims

PETCO: Leonard Green & Texas Pacific Put 5MM Shares Up for Sale
PHILLIPS VAN HEUSEN: Reaffirms Earnings Guidance for FY 2004
POLYPORE INC: S&P Places Low-B Ratings on CreditWatch Positive
RCN CORPORATION: Hiring AP Services as Crisis Managers
REEVES COUNTY, TX: Fitch Upgrades $89MM Certificate Rating To B

RELIANCE FINANCIAL: Disclosure Statement Hearing Set for July 7
RURAL/METRO: Stockholders Vote to Authorize 17MM New Common Stock
ST. LOUIS CHARTER: Fitch Affirms $6.1M Revenue Bond Rating at BB
SALTON: Lenders Agree to Extend Forbearance Pact Until Sept. 30
SEITEL INC.: S&P Rates Proposed $190 Million Senior Debt at B-

SHAW GROUP: Agrees to Cooperate with Informal SEC Inquiry
SPEIZMAN INDUSTRIES: Hires Kilpatrick Stockton as Attorneys
STANDARD PARKING: S&P Affirms Corporate Credit Rating at B
STATE STREET: First Creditors' Meeting Scheduled for June 30
STELCO: Comments On Legal Action Taken By General Motors

TRW AUTOMOTIVE: Launches Safety Electronics Production in China
UAL CORP: Reaches Agreement With Retirees on Medical Benefits
ULTRA CAR WASH: Voluntary Chapter 11 Case Summary
USG CORP: Court Grants Authority to Expand PwC's Employment
US UNWIRED: Prices $360 Million Senior Debt Offering

WEIRTON STEEL: Court Approves Lease Decision Period Extension
WESTPOINT STEVENS: Court Gives Until Nov. 30 to Decide on Leases
WEST SENECA READI-MIX: Case Summary & Largest Unsecured Creditors
WORLDCOM INC: Agrees to Resolve Various Tax Claim Disputes
W.R. GRACE: Judge Appoints David Austern as Futures Representative

W. R. Grace: Sealed Air Files Motion to Vacate Court Opinion

* BOND PRICING: For the week of June 14 - 18, 2004

                          *********

ADELPHIA COMMS: Court Okays Foley's Retention as Corporate Counsel
------------------------------------------------------------------
The Court allows Adelphia Communications (ACOM) to employ Foley &
Lardner, L.L.P., nunc pro tunc to February 27, 2004, as their
special corporate and securities law counsel.

The ACOM Debtors encounter varied disclosure and compliance
issues pursuant to corporate and securities laws and regulations.
In this regard, the ACOM Debtors want to employ a special
corporate and securities counsel to, among other things:

   -- assist them with these investigation and compliance issues,

   -- counsel them in respect of securities law matters that may
      arise during their Chapter 11 cases, and

   -- advise them with respect to discrete securities law issues
      arising from the implementation of a reorganization plan.  

The ACOM Debtors selected Foley & Lardner, L.L.P., to provide
these services.

The ACOM Debtors believe that the attorneys at Foley are well
qualified to act as their special corporate and securities law
counsel in their Chapter 11 cases.  Foley is recognized
nationwide for its extensive knowledge of securities litigation
and extensive experience in securities enforcement.  Foley's vast
experience includes defending investigations by the Securities
and Exchange Commission and other securities regulators, as well
as a wide range of matters involving enforcement actions by the
SEC Division of Enforcement, grand juries, state securities
regulators, and self-regulatory organizations, like the National
Association of Securities Dealers Regulation and the New York
Stock Exchange.

Since February 27, 2004, Foley represented the ACOM Debtors in
connection with various corporate governance, securities,
regulatory, and litigation matters.  In particular, Foley
assisted them in connection with discrete corporate governance
and securities law issues relating to their proposed plan of
reorganization.  In addition to these services, Foley will assist
the ACOM Debtors in responding to and communicating with the SEC
as well as represent them in connection with SEC-related
investigations and litigation.

The ACOM Debtors point out that although they will solicit
Foley's advice and counsel with respect to corporate and
securities law issues relating to their Plan, they also expect
Foley to provide services to them in connection with federal and
state securities law matters that are not central to their
reorganization.  Foley's employment is for the discrete matters,
and the firm will not be rendering services typically performed
by a debtor's bankruptcy counsel.  Among other things, Foley
ordinarily will not be involved in interfacing with the Court and
will not be responsible for any of the ACOM Debtors' general
restructuring efforts except in certain limited circumstances.  
By delineating Foley's role, the ACOM Debtors intend to ensure
that there will be no duplication of services.

The ACOM Debtors will compensate Foley in accordance with its
ordinary and customary hourly rates:

          Partners                      $385 - 775
          Of Counsel                     195 - 550
          Special Counsel                245 - 460
          Associates                     220 - 435
          Legal Assistants/Paralegals     85 - 205

In addition, the ACOM Debtors will reimburse Foley for all
ancillary services incurred.

Gregory S. Bruch, a partner at Foley, assures the Court that the
firm does not have any connection with the ACOM Debtors, their
creditors or any other party-in-interest, or their attorneys.  
Mr. Bruch informed the ACOM Debtors that Foley represents no
interest adverse to their estates with respect to the matters on
which the firm is to be employed. (Adelphia Bankruptcy News, Issue
No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADEPT TECHNOLOGY: Gordon Deans Named Canada Unit's General Manager
------------------------------------------------------------------
Adept Technology, Inc. (OTCBB:ADTK), a leading manufacturer of
robotic systems, motion control and machine vision technology for
the telecommunications, electronics, semiconductor, automotive,
lab automation, and biomedical industries, announced that Gordon
Deans, has joined the Adept executive management team as vice
president of business development and general manager of Adept
Canada, formerly HexaVision Technologies, developer and provider
of the advanced Vision product, HexSight. Mr. Deans' appointment
reinforces Adept's business strategy to build on the company's
leadership role in vision object location and recognition software
and fully integrated vision-guided robot control by aggressively
focusing on improving, modernizing and extending its vision-
related software business.

"We're delighted to have Gordon on board," said Rob Bucher,
chairman and chief executive officer for Adept Technology, Inc.
"Gordon's expertise and 20+ years of technical software marketing
and business development will allow us to build depth in our
current vision product toolset, offer products in the value-added
robot application market segments including new approaches to
vision guidance and inspection and extend Adept into new vision
business."

"I am excited about this new opportunity. Adept has an exceptional
reputation for quality vision technology and I believe it is
poised for continued growth. Our plan is to fully utilize and
extend the skills and talent we have in Adept Canada to expand and
grow our vision business," commented Gordon Deans.

Adept believes that by focusing its resources in Adept Canada on
its vision products and capabilities the company will be able to
deliver greater customer value and expand on its established
vision brand.

Prior to joining Adept, Gordon Deans held the position of
president of Telere Technologies, Inc. a consulting firm providing
product marketing and business development services to high-tech
organizations. Mr. Deans has also held a number of senior
management and executive positions working for such companies as
Nortel Networks and Norsat International Inc. Mr. Deans holds a
Master of Electrical Engineering degree from Carlton University
and a Bachelor of Science degree in electrical engineering from
Queen's University.

Adept Technology designs, manufactures and markets robotic
systems, motion control and machine vision technology for the
telecommunications, electronics, semiconductor, automotive, lab
automation, and biomedical industries throughout the world.
Adept's robots, controllers, and software products are used for
small parts assembly, material handling and packaging. Adept's
intelligent automation product lines include industrial robots,
configurable linear modules, machine controllers for robot
mechanisms and other flexible automation equipment, machine
vision, systems and software, and application software. Founded in
1983, Adept Technology is America's largest manufacturer of
industrial robots. More information is available at
http://www.adept.com/

                         *   *   *

                Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended March 27, 2004
filed with the Securities and Exchange Commission, Adept
Technology reports:

"We have experienced declining  revenue in each of the last two
fiscal years and incurred  net losses in the first three quarters
of fiscal 2004 and each of the last four fiscal years. During this
period, we have consumed significant cash and other financial
resources. In  response to these conditions, we reduced operating
costs and employee headcount, and restructured certain operating
lease commitments in each of fiscal 2002 and fiscal 2003.  We
recorded additional restructuring charges in the third quarter of
fiscal 2004 related to the departure of Messrs. Carlisle and
Shimano, pursuant to the Severance Agreements entered into between  
Adept and each of them. These adjustments to our operations have
significantly  reduced our rate of cash consumption. We also
completed an equity financing with net proceeds of approximately
$9.4 million in November 2003.

"As of March 27, 2004, we had working capital of approximately
$12.7 million, including $5.7 million in cash, cash equivalents
and short-term investments, and a short-term receivables financing
credit facility of $1.75 million net, of which $0.5 million was
outstanding and $1.3 million remained available under this
facility. On April 22, 2004, this facility was amended and now
permits us to  borrow up to  $4.0  million. We have limited cash
resources, and because of certain regulatory restrictions on our
ability to move certain cash reserves from our foreign operations
to our U.S. operations, we may have limited access to a portion of
our existing cash  balances.  In addition to the proceeds of our
2003 financing, we currently depend on funds generated from
operating  revenue and the funds available through our amended
loan facility to meet our operating requirements. As a result, if
any of our assumptions, some of which are described below, are
incorrect, we may have difficulty satisfying our obligations in a
timely manner. We expect our cash ending balance to be between
approximately $5.0 and $5.5 million at June 30, 2004. Our ability
to effectively operate and grow our business is predicated upon
certain assumptions, including:
     
     (i) that our restructuring efforts effectively reduce
         operating costs as estimated by management and do not
         impair our ability to generate revenue,

    (ii) that we will not incur additional unplanned  capital
         expenditures for the next twelve  months,

   (iii) that we will continue to receive funds under our existing
         accounts receivable financing arrangement or a new credit
         facility,

    (iv) that we will receive continued timely receipt of payment
         of outstanding receivables, and not otherwise experience
         severe cyclical swings in our receipts  resulting in a
         shortfall of cash available for our disbursements  during
         any given quarter, and

     (v) that we will not incur unexpected significant cash
         outlays during any quarter."


ADVANCED MEDICAL: Launches Offer to Purchase 9-1/4% Senior Notes
----------------------------------------------------------------
Advanced Medical Optics, Inc. (NYSE:AVO) announced that it has
commenced an offer to purchase for cash any and all of its
$70,000,000 outstanding principal amount of its 9-1/4% Senior
Subordinated Notes due 2010 (CUSIP number 00763MAC2), and a
solicitation of consents to certain proposed amendments to the
indenture related to such Notes. The Offer will expire at 12:00
midnight, Eastern Daylight Time, on July 8, 2004, unless extended
or earlier terminated.

In conjunction with the Offer, AMO is soliciting consents to
effect certain proposed amendments to the indenture governing the
Notes. Among other things, these amendments would eliminate
substantially all of the indenture's restrictive covenants and
certain events of default contained in the indenture. Adoption of
the proposed amendments requires the consent of at least a
majority in aggregate principal amount of the Notes outstanding.
Holders who tender their Notes will be required to consent to the
proposed amendments, and holders may not deliver consents to the
proposed amendments without tendering their Notes in the Offer.
The Consent Solicitation will expire at 5:00 p.m., Eastern
Daylight Time, on June 21, 2004, unless extended or earlier
terminated.

Subject to the terms and conditions of the Offer and Consent
Solicitation, AMO will pay the "Total Consideration" to the
holders who properly tender their Notes and deliver their consent
to the proposed amendments at or prior to the Consent Date. Total
Consideration will be determined by reference to the applicable
fixed spread over the yield to maturity of the applicable U.S.
Treasury reference security as listed in the table below, on
June 22, 2004 at 2:00 p.m., Eastern Daylight Time. The Total
Consideration includes a consent payment of $30.00 per $1,000
principal amount of Notes, and is payable on the applicable
payment date. Subject to the terms and conditions of the Offer and
Consent Solicitation, AMO expects to accept for payment and pay
for all Notes that are validly tendered and not validly withdrawn
on or prior to the Consent Date on or promptly following the first
business day after the Consent Date. AMO will pay to Holders who
properly tender their Notes after 5:00 p.m. on the Consent Date,
but on or prior to the Expiration Date, the Total Consideration
minus the Consent Payment. Subject to the terms and conditions of
the Offer and Consent Solicitation, AMO expects to accept for
payment and pay for all Notes that are validly tendered and not
validly withdrawn after the Consent Date, but on or prior to the
Expiration Date, on or promptly following the first business day
after the Expiration Date. In addition, AMO may, at its option,
elect to accept for payment, and pay for, Notes on interim payment
dates after the Initial Payment Date and before the Final Payment
Date. Holders will also be paid accrued and unpaid interest from
the last interest payment date to, but not including, the
applicable payment date.

      Security Description:         9-1/4% Senior Subordinated
                                    Notes due 2010
      First Call Date:              July 15, 2006
      First Call Price:             $1,046.25
      Fixed Spread:                 +75 bps
      Outstanding Principal Amount: $70,000,000
      Reference Security:           7% U.S. Treasury Note due
                                    July 15, 2006
      Relevant Bloomberg Page:      PX5
      Consent Payment:              $30

Holders may withdraw their tenders and revoke their consents at
any time on or before the Consent Date but not thereafter.

The Offer is conditioned upon, among other things, the receipt of
consents necessary to adopt the proposed amendments and the
completion by AMO of financing transactions to fund consummation
of the Offer and Consent Solicitation.

Lehman Brothers Inc. is acting as the exclusive dealer manager and
solicitation agent, Mellon Investor Services LLC is acting as the
information agent and The Bank of New York is acting as depositary
in connection with the Offer and the Consent Solicitation. Copies
of the Offer to Purchase and Consent Solicitation, the Letter of
Transmittal and Consent, and other related documents may be
obtained from the information agent at (877) 698-6865. Additional
information concerning the terms of the Offer and Consent
Solicitation may be obtained by contacting Lehman Brothers at
(800) 438-3242 (toll free) and (212) 528-7581 (collect).

               About Advanced Medical Optics

Advanced Medical Optics, Inc. is a global leader in the
development, manufacturing and marketing of ophthalmic surgical
and eye care products. The company focuses on developing a broad
suite of innovative technologies and devices to address a wide
range of eye disorders. Products in the ophthalmic surgical line
include foldable intraocular lenses, phacoemulsification systems,
viscoelastics and related products used in cataract surgery, and
microkeratomes used in LASIK procedures for refractive error
correction. AMO owns or has the rights to such well-known
ophthalmic surgical product brands as PhacoFlex, Clariflex, Array
and Sensar foldable intraocular lenses, the Sovereign
phacoemulsification system with WhiteStar(TM) technology and the
Amadeus(TM) microkeratome. Products in the contact lens care line
include disinfecting solutions, daily cleaners, enzymatic cleaners
and lens rewetting drops. Among the well-known contact lens care
product brands the company possesses are COMPLETE, COMPLETE Blink-
N-Clean, COMPLETE Moisture PLUS(TM), ConseptF, Consept 1 Step,
Oxysept 1 Step, Ultracare, Ultrazyme, Total Care and blink(TM)
branded products. Amadeus is a licensed product of, and a
trademark of, SIS, Ltd.

Advanced Medical Optics, Inc. is based in Santa Ana, California,
and employs approximately 2,300 worldwide. The Company has direct
operations in about 20 countries and markets products in
approximately 60 countries. For more information, visit the
Company's web site at http://www.amo-inc.com/

                          *   *   *

As reported in the Troubled Company Reporter's June 9, 2004
edition, Fitch Ratings has affirmed Advanced Medical Optics,
Inc.'s 'BB-' rated senior secured debt and 'B' rated senior
subordinated debt. The ratings apply to approximately $235 million
of outstanding debt at the end of the first quarter of 2004. The
Rating Outlook is Stable.


AIR CANADA: Liquidity Solutions Offers 17% for Unsecured Claims
---------------------------------------------------------------
Liquidity Solutions, Inc., is offering 17 cents-on-the-dollar to
buy claims against Air Canada from unsecured creditors caught-up
in the carrier's CCAA restructuring.  

"Our firm represents investors who purchase receivables in
bankruptcy [and] receivership situations," LSI says in a June 10
letter circulated to troubled company professionals, "and we would
like to indicate our interest in your client's claim(s) against
[Air Canada]."

"This offer is subject to further due diligence and mutually
agreeable documents of transfer," LSI says.  LSI cautions that its
"indication of interest is on a first come first serve basis" and
that the "transfer may be rescinded for any reason whatsoever
without further notice or obligation from either party."  

For additional information about LSI's offer and payment terms,
contact:

     Michael Richards
     LIQUIDITY SOLUTIONS INC.
     One University Plaza, Suite 518
     Hackensack, NJ 07601
     Tel: (201) 968-0001, extension 117
     Fax: (201) 968-0010
     mrichards@liquiditysolutions.com

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


AIR CANADA: Signs New Distribution Agreement With Sabre Travel
--------------------------------------------------------------
Sabre Travel Network, a Sabre Holdings company (NYSE:TSG), and Air
Canada announced the signing of a new agreement through which the
carrier agrees to a four-year term at the highest level of
participation in the Sabre global distribution system, the Direct
Connect Availability level, resulting in a new commercial
agreement which includes reduced booking fee rates fixed for four
years. Through the agreement Air Canada will provide all travel
agency published fares to Sabre travel agent users in Canada. The
agreement will be implemented on Monday, July 5th 2004.

"Air Canada is pleased to introduce a new GDS Distribution
Business Model with Sabre Travel Network," said Marc Rosenberg,
Vice-President Sales and Product Distribution, Air Canada. "We
expect that the evolution of the model over time will address one
of the significant challenges faced by both network carriers and
their GDS distribution partners. The agreement will provide Sabre
Connected agencies in Canada with improved access to our published
fares including Air Canada's popular web fares - Freedom,
Latitude, Fun and Tango - consistent with our priority objective
of providing travel agencies in Canada with choice, flexibility
and efficiency when purchasing Air Canada product . In addition,
the agreement allows us to further reduce distribution costs."

In the Sabre GDS, airlines sign a participating carrier agreement
enabling them to choose from one of several optional levels of
connectivity to the system. DCA is the highest level and provides
airlines with a wide range of services to market and sell their
flight and fare information through the travel network of more
than 53,000 travel agency locations worldwide, including 3,100
agency locations in Canada. Approximately 60 percent of the
air travel bookings by travel agents in Canada through a GDS are
made using the Sabre system.

"This agreement clearly reinforces the value of the agency channel
and the partnership between Air Canada and Sabre Travel Network,"
said Joe Herzog, divisional vice president and general manager--
Canada for Sabre Travel Network. "It is a win-win-win for Air
Canada, Sabre Travel Network, Sabre Connected agencies and their
customers. Air Canada improves customer loyalty and reduces
distribution costs; Sabre Travel Network becomes the first-to-
market GDS to ensure their agency network has access to all travel
agency published fares; agencies are able to better serve their
customers and their travelers gain confidence they can get the
best fares through the channel of their choice."

                    About Sabre Travel Network

Sabre Travel Network, a Sabre Holdings company, provides access to
the world's leading global distribution system enabling agents at
more than 53,000 agency locations worldwide to be travel experts.
The Sabre GDS, the first system to connect the buyers and sellers
of travel, includes more than 400 airlines, approximately 60,000
hotels, 41 car rental companies, nine cruise lines, 35 railroads
and 220 tour operators.

Sabre Holdings Corporation (NYSE: TSG) is a world leader in travel
commerce, retailing travel products and providing distribution and
technology solutions for the travel industry. More information
about Sabre Holdings is available at
http://www.sabre-holdings.com.

                         About Air Canada

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


AMERIQUEST MORTGAGE: Fitch Rates $7.7M Class M-5 Notes at BB+
-------------------------------------------------------------
Ameriquest Mortgage Securities Inc. 2004-R6 $843.8 million class
A-1, A-2, A-3 and A-4 certificates are rated 'AAA', $9.0 million
class M-1 certificates are rated 'A-', $9.0 million class M-2
certificates are rated 'BBB+', $9.0 million class M-3 certificates
are rated 'BBB', $8.1 million class M-4 certificates are rated
'BBB-', and $7.7 million non-offered class M-5 certificates are
rated 'BB+' by Fitch Ratings.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 4.75% subordination provided by classes M-1, M-2, M-
3, M-4, M-5, monthly excess interest and initial
overcollateralization of 1.50%. In addition, the class A
certificates have the benefit of a certificate guaranty insurance
policy issued by XL Capital Assurance Inc., whose insurer
financial strength is rated 'AAA' by Fitch. Credit enhancement for
the 'A-' rated class M-1 certificates reflects the 3.75%
subordination provided by classes M-2, M-3, M-4, M-5, monthly
excess interest and initial OC. Credit enhancement for the 'BBB+'
rated class M-2 certificates reflects the 2.75% subordination
provided by classes M-3, M-4, M-5, monthly excess interest and
initial OC. Credit enhancement for the 'BBB' rated class M-3
certificates reflects the 1.75% subordination provided by classes
M-4 and M-5, monthly excess interest and initial OC. Credit
enhancement for the 'BBB-' rated class M-4 certificates reflects
the 0.85% subordination provided by class M-5, monthly excess
interest and initial OC. Credit enhancement for the 'BB+' rated
non-offered class M-5 certificates reflects monthly excess
interest and initial OC. In addition, the ratings reflect the
integrity of the transaction's legal structure as well as the
capabilities of Ameriquest Mortgage Company as Master Servicer.
Deutsche Bank National Trust Company will act as Trustee.

As of the Cut-off date, the mortgage loans have an aggregate
balance of $900,000,062. The weighted average loan rate is
approximately 7.372%. The weighted average remaining term to
maturity is 352 months. The average Cut-off date principal balance
of the mortgage loans is approximately $161,551. The weighted
average original loan-to-value ratio is 77.90% and the weighted
average Fair, Isaac & Co. (FICO) score was 607. The properties are
primarily located in California (23.70%), Florida (11.67%) and New
York (8.02%).

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


ARROW AIR: Emerges From Bankruptcy Protection
---------------------------------------------
Arrow Air's consensual reorganization plan won the approval of
Chief U.S. Bankruptcy Judge Emeritus A. Jay Cristol. Under the
plan, the cargo airline will move forward without bankruptcy
protection.

"We are thrilled that the plan has been confirmed," said James J.
Pinto, one of three principals at Arrow Air II LLC--the airline's
new owner and only shareholder. "The plan allows us to maintain
the airline's 520 employees and hopefully expand our employee base
within the next 12 to 18 months. We are now poised to become an
even stronger global competitor."

The three principals of Arrow Air II LLC are Mr. Pinto, Michael T.
Tokarz, and Phillip T. George, M.D. Mr. Pinto is president of the
Private Finance Group Corp., an investment and merchant banking
firm. He has served as a general partner for investment
partnerships since 1985, and has served on the boards of numerous
portfolio companies and publicly traded companies. Mr. Tokarz is
managing member of The Tokarz Group, a limited liability company.
He serves on numerous corporate boards of directors in the U.S.
and abroad. Dr. George, a board-certified plastic and
reconstructive surgeon with 17 years of clinical experience, is
now actively involved in the organization and management of
multiple investment partnerships and venture capital transactions.
He is co-founder and former chairman of Trivest, Inc., a middle
market leveraged buyout firm, which has sponsored acquisitions and
recapitalizations totaling more than $1.3 billion over 14 years.

The reorganization plan provides a favorable restructuring of the
company and ensures strong future operations. Arrow Air's
management team under the plan includes Executive Chairman and
Director Guillermo Cabeza, and President Frank Visconti.

The airline's emergence from bankruptcy took place in what is
considered to be the shortest time for any international air cargo
carrier. Immediately after confirming the plan Judge Cristol--
himself an avid aviator--recited a poem he wrote about the
airline's new phase: "As of today I shot an Arrow into the air.
The reorganization plan was very fair. Go fly your birds
everywhere. Haul your cargo with a great deal of flare. Keep your
planes on the runway and out of the muck. May you continue to
operate with the best of luck."

Arrow Air has been rooted in the South Florida community for
nearly six decades, operating under the same name longer than any
other all-cargo airline in the U.S. It is the only remaining U.S.-
registered heavy freight carrier operating out of Miami
International Airport, providing more comprehensive air cargo
services between the U.S. and the Caribbean and South and Central
America than any other carrier in the market. Arrow Air serves
more than 3,500 customers worldwide, including international and
domestic freight forwarders, integrated carriers, passenger and
cargo airlines, the U.S. Department of Defense and the U.S. Postal
Service.


ASKEW BROTHERS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Askew Brothers
        157 Oakmont Road
        Plymouth, North Carolina 27962

Bankruptcy Case No.: 04-04595

Chapter 11 Petition Date: June 8, 2004

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252-633-2700

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Tetterton Service Center      Trade Debt                $500,000
Attn: Managing Agent
HWY 64 West
Plymouth, NC 27962

Martin Supply Co.             Trade Debt                $160,975

Logan N. Womble, III          Trade Debt                 $20,000

Owens Rental                  Trade Debt                 $10,000

Swain Estate                  Trade Debt                  $7,000

Farm Plan                     Trade Debt                  $5,000


ATLAS AIR: Court Approves Second Amended Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
approved the second amended Disclosure Statement that was filed
recently with the Court by Atlas Air Worldwide Holdings, Inc.  
(Pink Sheets: AAWHQ) and certain of its subsidiaries.

The amended Disclosure Statement, along with a second amended
Joint Plan of Reorganization, will be sent out to creditors next
week for their review and approval. If approved by the various
creditor groups, the second amended plan is expected by AAWH to be
confirmed by the Bankruptcy Court during the week of July 12,
paving the way for the Company to emerge from Chapter 11 no later
than July 29, 2004.

AAWH is the parent company of Atlas Air, Inc and Polar Air Cargo,
Inc, which together operate the world's largest fleet of Boeing
747 freighter aircraft. Atlas Air, Inc. is the world's leading
provider of ACMI (aircraft, crew, maintenance and insurance)
freighter aircraft to major airlines around the globe. Polar Air
Cargo, Inc. is among the world's leading providers of airport-to-
airport freight carriage. Polar operates a global, scheduled-
service network and serves substantially all major trade lanes of
the world. Through both of its principal subsidiaries, AAWH also
provides commercial and military charter services.


BUSH INDUSTRIES: Hiring FTI Consulting as Crisis Managers
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
gave its nod of approval to Bush Industries, Inc., to retain
FTI Consulting as its crisis managers.

The consulting and advisory services that FTI will render to the
Debtor include:

   a) managing the "working group" professionals who are
      assisting the Debtor in the restructuring process or who
      are working for the Debtor's various stakeholders to
      improve coordination of their efforts and individual work
      product to be consistent with the Debtor's overall
      restructuring objectives;

   b) identifying and implementing liquidity generating
      initiatives;

   c) developing measures to reduce the Debtor's outstanding
      indebtedness or to modify the terms and conditions of such
      indebtedness, and lead the implementation of such
      measures;

   d) developing and implementing cash management strategies,
      tactics and processes, including the coordination of
      resources between and among various departments and other
      professionals/constituents, as necessary and appropriate;

   e) directing and developing the Debtor's revised business
      plan, and such other related forecasts as may be required
      by lenders in connection with negotiations or by the
      Debtor for other corporate purposes, including the
      evaluation of various strategic alternatives;

   e) structuring the terns and conditions of major divestitures
      and other measures to increase liquidity;

   f) communicating and/or negotiating with outside constituents
      including the lenders and their advisors;

   g) directing and leading temporary employees retained to
      assist in the preparation of financial documents, records
      and information deemed necessary as a result of chapter 11
      bankruptcy; and

   h) providing such other similar services as may be requested
      by the Debtor.

FTI's current hourly rates are:

         Designation                Billing Rate
         -----------                ------------
         Senior Managing Director   $550 - $625 per hour

         Directors / Managing
           Directors                $370 - $525 per hour

         Associates / Consultants   $185 - $345 per hour

         Administration /
           Paraprofessionals        $ 75 - $100 per hour

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.


CELESTICA: Selling $500 Mil. of 7.875% Senior Subordinated Notes
----------------------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services, announced it has entered into an agreement
to sell at par US$500 million principal amount of 7.875% senior
subordinated notes due 2011. The sale is expected to close on
June 16, 2004.

The net proceeds from the sale are currently anticipated to be
used for repurchase of Liquid Yield Option Notes, or LYONs, and
general corporate purposes, including future acquisitions.

Citigroup Global Markets Inc., Banc of America Securities LLC and
Deutsche Bank Securities Inc. acted as joint book-running managers
for Celestica's notes offering.

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

                        *   *   *

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

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

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


CHARTER COMMS: Extends $1.6B Sr. Notes Exchange Offer to June 17
----------------------------------------------------------------
CCH II, LLC and CCH II Capital Corp., subsidiaries of Charter
Communications, Inc. (NASDAQ: CHTR), announced an extension of
their offer to exchange their outstanding $1,601,375,000 of 10.25%
Senior Notes due 2010 for $1,601,375,000 of 10.25% Senior Notes
due 2010.

The original Exchange Offer was scheduled to expire at 5:00 p.m.
Eastern Time, on June 10, 2004. As of June 10, approximately
$950 million in aggregate principal amount of Old Notes have been
confirmed as tendered in exchange for a like principal amount of
New Notes.

The new expiration date for the Exchange Offer is 5:00 p.m.
Eastern Time, on June 17, 2004.

The New Notes have been registered under the Securities Act of
1933, as amended. The Old Notes were sold to qualified
institutional buyers in reliance on Rule 144A of the Securities
Act on September 23, 2003. The Old Notes were not registered under
the Securities Act and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there by any sale of the Old Notes or the New Notes
in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state.

                         About Charter

Charter Communications, Inc., a broadband communications company,
provides a full range of advanced broadband services to the home,
including cable television on an advanced digital video
programming platform via Charter Digital(TM) and Charter High-
Speed Internet Service(TM). Charter also provides business to
business video, data and Internet protocol (IP) solutions through
Charter Business Division. Advertising sales and production
services are sold under the Charter Media(R) brand.

More information about Charter can be found at
http://www.charter.com/

                            *   *   *

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Charter Communications Inc. and subsidiaries to positive from
developing. All ratings, including the 'CCC+' corporate credit
rating, were affirmed.

"The outlook revision is based largely on the company's improved
maturity profile following the April 2004 refinancing," explained
Standard & Poor's credit analyst Eric Geil. "Operating
improvement, including a slowing rate of basic subscriber loss,
also factored into the outlook revision." Nevertheless, the
ratings are still dominated by very high financial risk from
elevated leverage, negative discretionary cash flow, and pressure
from rising debt maturities, including $588 million in convertible
debt due in 2005. Repayment of this debt could depend on access to
external financing, which will hinge on Charter's demonstration of
sustainable positive operating momentum. Performance could be
challenged by intense competition for video customers from
satellite TV companies, which have recently increased promotional
spending.


COMM 2002-FL6: Fitch Downgrades $1M Class M-JP Rating to BB+
------------------------------------------------------------
Fitch Ratings upgrades the following classes of COMM 2002-FL6
commercial mortgage pass-through certificates:

          --$40.5 million class C to 'AAA' from 'AA';
          --$38.7 million class D to 'AA' from 'AA-';
          --$15.3 million class E to 'AA-' from 'A+'.

Fitch also downgrades and removes from Rating Watch Negative the
following classes:

          --$600,000 class K-JP to 'BBB-' from 'BBB';
          --$1 million class M-JP to 'BB+' from 'BBB-'.

Additionally, Fitch affirms and removes from Rating Watch Negative
the following classes:

          --$800,000 class K-4M at 'BBB+';
          --$1.5 million class L-4M at 'BBB';
          --$3 million class M-4M at 'BBB-'.

Fitch also affirms the following classes:

          --$280.6 million class A-2 'AAA';
          --$20.5 million class B 'AAA';
          --Interest only classes X-1 and X-2 'AAA';
          --$15.4 million class F 'A';
          --$15.2 million class G 'A-';
          --$3.4 million class K-WP 'BBB+';
          --$4 million class L-WP 'BBB';
          --$9.4 million class M-WP 'BBB-';
          --$2.3 million class L-DC 'BBB';
          --$3.9 million class M-DC 'BBB-';
          --$800,000 class L-FM 'BBB+';
          --$1.9 million class M-FM 'BBB-';
          --$1.5 million class L-LP 'BBB';
          --$1.7 million class M-LP 'BBB-'.

Classes A-1, L-FM, M-FM, K-CC, L-CC, and M-CC have been paid in
full due to the repayment of the 540 Madison, New Roc City,
Foothills Mall and Capitol at Chelsea loans. Fitch does not rate
classes H-WM, K-FA, L-FA, and M-FA.

The upgrades are due to the increased credit enhancement to the
classes resulting from the repayment of the loans.

The downgraded classes represent the B-note portion of the JP
Morgan Industrial Portfolio loan (2.7%). The overall occupancy of
the collateral is 91.9% as of March 2004. Although the occupancy
in the Bollingbrook, IL property is currently 88.6%, Sony
Corporation of America, currently occupies 284,000 square feet or
65.4% on three short-term leases. According to the master
servicer, Sony is interested in leasing the entire building.
However, another tenant currently leases 23% of the space pursuant
to a long-term lease. In addition, market rents in Bollingbrook
are currently lower than the average rent per sf at issuance, due
to recent additions to market supply. The Fitch adjusted debt
service coverage ratio for the year ended 2003 was 1.25 times (x)
compared to 1.37x at issuance. However, with leases marked to
market and adjustments for vacancy the stressed DSCR would be
lower.

The Westfield Portfolio (27.7%), the largest loan in the pool, is
collateralized by two regional malls located in Clearwater, FL and
N. Olmstead, OH. As of YE 2003, the overall occupancy for the
portfolio was 90.5% compared to 91.3% at issuance. Based on YE
2003, Fitch adjusted net cash flow increased 7.9%, primarily due
to increased base rent. The corresponding Fitch DSCR is 1.47x,
compared to 1.36x at issuance.

Although Fitch is concerned with the office building concentration
(65%), the properties are generally well-located with sponsors who
have significant experience.

500 West Monroe (23.1%) is collateralized by a 952,341 sf central
business district office building in Chicago, IL. Occupancy as of
YE 2003 declined to 93.4% compared to 100% at issuance. Fitch
adjusted NCF for YE 2003 increased 2.3% over issuance. The
corresponding Fitch DSCR is 1.72x compared to 1.68x at issuance.
Fitch anticipates a decline in future NCF as in-place leases
expire (9.8% in 2004) and current market lease rates are lower.

530 Fifth Avenue (14.6%) is collateralized by a 495,719 sf CBD
office building in New York City. The property remains 100%
occupied as of January 2004. Fitch adjusted YE 2003 NCF increased
5.2% and the corresponding Fitch DSCR is 1.53x compared to 1.46x
at issuance.

Dublin Corporate Center (12.2%) consists of three office buildings
containing 414,408 sf in Dublin, CA. The occupancy has improved to
98% as of YE 2003 compared to 91.5% at issuance. Although actual
NCF has improved by 14.9% since issuance, the in-place leases are
above market. The corresponding YE 2003 DSCR is 1.84x compared to
1.60x at issuance.

400 Madison (7.7%) is collateralized by a 190,000 sf office
building in the Grand Central submarket of New York City. The
occupancy as of January 2004 fell to 85.7% from 96.6% at issuance.
Expenses have increased since issuance, primarily due to increases
in real estate taxes and insurance. Fitch adjusted YE 2003 NCF
decreased 2.8% compared to issuance resulting in a corresponding
1.24x DSCR, compared to 1.27x at issuance.

L'Enfant Plaza (6.2%), an office building in Washington, DC, is
100% leased as of September 2003 primarily to the Government
Services Agency under leases expiring in 2005 and 2006. As of YE
2003, the Fitch adjusted DSCR improved to 1.61x compared to 1.59x
at issuance.

Generally, each first mortgage loan is split into an A, B and C
note. Each A note and B note has been contributed to form the
Trust Mortgage Asset. While the A notes are pooled, the B and C
notes provide credit enhancement only to the loan to which it
relates.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral and compared each loan's DSCR at
issuance to YE 2003. DSCRs are based on a Fitch adjusted NCF and a
stressed debt service on the TMA loan balance. Fitch NCF is
derived from the servicer's reported net operating income and an
adjustment for capital items. On the four loans (50.5%) that have
C notes, Fitch also considered in its analysis the additional
stress of the C note.


CRITICAL PATH: Expects to Adjourn Special Meeting to June 22, 2004
------------------------------------------------------------------
Critical Path, Inc. (Nasdaq:CPTH) announced that as of the close
of business on June 10, the Company had not yet received votes
from a quorum of shareholders necessary to conduct business at the
special meeting scheduled for June 11, 2004. Under the General
Corporation Law of California and the Company's bylaws, the
presence in person or by proxy of the holders of a majority of the
shares entitled to vote is required to take any action at the
special meeting.

Due to the national day of mourning and the closing of public
offices on June 11, 2004, the Company does not expect to receive
additional proxies prior to the meeting. However, the Company
intends to convene the meeting as scheduled. If a quorum is not
present at that time, the meeting will be immediately adjourned to
June 22, 2004, at 10:00 a.m., at Critical Path's principal offices
located at 350 The Embarcadero, San Francisco, California.

Company shareholders who have not yet voted are strongly
encouraged to vote immediately. Shareholders may vote by
completing and returning their proxy card in accordance with the
instructions included in their proxy materials, or by attending
the special meeting. Shares held in street name should be voted by
contacting the shareholder's financial institution in whose name
the shares are held. For further assistance, shareholders may also
contact Georgeson Shareholder, the Company's solicitation agent,
at 800-843-1451.

If the shareholders meeting is adjourned as expected, the Company
expects to extend the expiration of the rights offering until
July 2, 2004.

A post-effective amendment to the registration statement relating
to these securities has been filed with the Securities and
Exchange Commission, but it has not yet become effective. These
securities may not be offered and offers may not be accepted prior
to the time the registration statement becomes effective. The
rights offering will only be made by means of a prospectus. This
press release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities in the rights
offering, nor shall there be any sale of any securities in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of such state or jurisdiction.

                 About Critical Path, Inc.

Critical Path, Inc. (Nasdaq:CPTH) is a global provider of digital
communications software and services, headquartered in San
Francisco. More information is available at
http://www.criticalpath.net/

At March 31, 2004, Critical Path's balance sheet shows a
stockholders' deficit of $90.6 million compared to a deficit of
$77.2 million at December 31, 2003.


DIGITAL LIGHTWAVE: Pays Plaut Sigma $127K Plus To Resolve Disputes
------------------------------------------------------------------
Digital Lightwave, Inc. (Nasdaq:DIGL), a pioneering leader in the
field of lightwave management, announced that, on May 26, 2004,
Digital Lightwave, Inc., Plaut Sigma Solutions, Inc. n/k/a IDS
Scheer Small and Medium Enterprises Southeast, Inc., and Optel LLC
and Optel Capital, LLC entered into a Settlement and Renewal
Agreement. The Settlement Agreement resolves all disputes between
the Company and Plaut/IDS, including claims of approximately
$453,000 asserted by Plaut/IDS against the Company under several
agreements between the parties. Pursuant to the terms of the
Settlement Agreement, the Company made a lump sum payment in the
amount of $126,880. In addition, the Company made a payment of
$83,120 to be applied to the annual fee for software maintenance
services to be provided by Plaut/IDS to the Company for calendar
year 2004. Both payments constituted full and final satisfaction
of all claims of Plaut/IDS against the Company.

The Company's president and chief executive officer, James Green
said: "We are happy to have settled all of our disputes with Plaut
Sigma and are pleased that they will continue to provide our SAP
software management service."

                    About Digital Lightwave, Inc.

Digital Lightwave, Inc. -- whose March 31, 2004 balance sheet
shows a stockholders' deficit of $23,557,000 -- provides the
global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks. Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.


DIGITAL LIGHTWAVE: Retains Sterling for Interim Financial Services
------------------------------------------------------------------
Digital Lightwave, Inc. (Nasdaq:DIGL), a pioneering leader in the
field of lightwave management, announced that, on May 14, 2004,
Sterling Management Resources, Inc., was retained to provide
interim financial services while the Company undertakes a search
to identify a professional to permanently fill the position of
chief financial officer. Sterling Management Resources is a
professional services firm that provides specialized business
solutions and support to companies including providing seasoned
senior executive professionals on an interim basis. On May 19,
2004 Patricia Hayes, the Company's chief accounting officer,
resigned from her position to pursue other interests.

The Company's president and chief executive officer, James Green
said: "We thank Ms. Hayes for her efforts and significant
contributions to our Company and wish her success in the future.
At the same time, we welcome the Sterling Management Resources
professional team. We are excited about access to their broad base
of talent and the depth of experience they bring to Digital
Lightwave."

                    About Digital Lightwave, Inc.

Digital Lightwave, Inc. -- whose March 31, 2004 balance sheet
shows a stockholders' deficit of $23,557,000 -- provides the
global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks. Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.


DIMON INC: Posts $32.9 Mil. Net Loss for FY Ended March 31, 2004
----------------------------------------------------------------
DIMON Incorporated (NYSE: DMN) announced a net loss of
$32.9 million, or $0.73 per basic share, for its shortened nine-
month fiscal year ended March 31, 2004, compared to net income of
$14 million, or $0.31 per basic share, for the year earlier
period. The Company's underlying net loss for the shortened fiscal
year, a non-GAAP measure that excludes market valuation
adjustments for derivative financial instruments and charges for
restructuring and impairment, was $14.1 million, or $0.31 per
basic share, compared to underlying net income of $22.0 million,
or $0.49 per basic share, on the same basis last year.

DIMON's net loss for the third fiscal quarter ended March 31,
2004, was $35.3 million, or $0.79 per basic share, compared to net
income of $2.7 million, or $0.06 per basic share, for the year
earlier period. Underlying net loss for the third quarter, which
excludes market valuation adjustments for derivative financial
instruments and charges for restructuring and impairment, was
$11.1 million, or $0.25 per basic share, compared to net income of
$2.5 million, or $0.06 per basic share, on the same basis last
year.

The excluded market valuation adjustments result from interest
rate swaps that must be marked-to-market each quarter, even though
they are being held to maturity. In discussing the Company's
forecast and actual operating performance, DIMON management
consistently excludes these market valuation adjustments because
they do not reflect the Company's operating activities, are non-
cash in nature, and will reverse in their entirety (gains and
losses will offset each other) during the remaining term of the
associated interest rate swaps. Management also consistently
excludes gains and charges resulting from unusual transactions or
events that are not reflective of its underlying operations, and
that are not expected to recur.

               Restructuring Plan and Charges

In response to the ongoing transition of global sourcing for leaf
tobacco, the Company initiated a restructuring plan during the
third quarter to adjust its production capacity and organization
to current requirements. That plan resulted in a charge of $29.5
million for the quarter, of which $27.8 million was related to
non-cash asset impairment, that encompasses the United States,
Europe, and Zimbabwe. In the United States, the Company announced
the expected closure of its Danville-based production facility at
the conclusion of the current year processing season in March
2005. The Company also recognized goodwill impairment in
connection with an investment in a U.S.- based non-tobacco
business. In Europe, the Company announced the expected disposal
of certain non-strategic operations. In Zimbabwe, the Company
recognized impairment charges relating to certain non-production
assets. The actions in the United States and Europe are expected
to result in an additional estimated cash charge of $7 million
during fiscal year 2005.

Brian J. Harker, Chairman and Chief Executive Officer, stated,
"The decision to implement this restructuring plan, especially the
closure of our Danville processing facility, has been a difficult
one and we regret the dislocation it will inevitably cause our
employees. However, we expect that the out-of-market pricing for
U.S. grown tobacco will continue to diminish the volume of tobacco
available to process in this country, and that consolidating our
U.S. production into a single facility will enable DIMON to
continue to compete effectively while serving its customers. In
Europe, the expected reduction or elimination of EU subsidies to
tobacco growers will make these markets extremely challenging, and
we are exiting those that show insufficient growth and
profitability opportunities. Finally, although we remain committed
to Zimbabwe as a major source of good quality, reasonably priced
leaf tobacco, diminished forecast cash flows have impaired the
value of certain non- production assets there."

Mr. Harker continued, "From the outset of our shortened fiscal
year 2004, we understood that the ongoing transition of global
sourcing for leaf tobacco would cause our financial results to be
relatively weak. Specifically, we anticipated that fiscal 2004
would be negatively affected by ongoing crop declines in both the
U.S. and Zimbabwe, without the offsetting benefits from much
larger South American crops. As the year progressed, that
situation was aggravated by weather related declines in prior year
crops from both Brazil and Malawi. Our financial results also
suffered from the effect of the profoundly weak U.S. dollar, which
inflated our reported SG&A expenses and pressured gross profits on
our largely U.S. dollar denominated global sales. These and other
factors brought our underlying financial results to an
unsatisfactory level for the period. "

                              Outlook

Mr. Harker concluded, "Looking forward, the picture is somewhat
brighter as DIMON begins to recognize the anticipated benefits
from the large South American crops, particularly from Brazil.
However, our fiscal year 2005 results will be tempered by the
carryover restructuring charges, the continuing effects of the
weak U.S. dollar, an extremely competitive operating environment,
and production inefficiencies in the diminished U.S. and Zimbabwe
origins. Excluding estimated restructuring charges of $7 million
and any effects from market valuation adjustments for derivatives,
we expect the Company's underlying net income to be between $0.45
and $0.55 per basic share for the fiscal year ending March 31,
2005.

"We are optimistic about the longer-term effects that we
anticipate as a result of our restructuring actions. While it is
too early at this point to quantify the benefits, we expect that
facility consolidation and strategic sourcing discipline will
benefit our cost structure. In short, we will continue to focus
our management attention and resources on those origins that are
growing in market importance, and on delivering outstanding
customer service, exercising expense discipline, and maintaining
our strong balance sheet."

The timing and magnitude of fluctuations in the market valuation
adjustments for derivative financial instruments (interest rate
swaps) are driven primarily by often-volatile market expectations
for changes in interest rates, and are inherently unpredictable.
Because these adjustments are a component of net income prepared
in accordance with generally accepted accounting principles,
management is unable to provide forward looking earnings guidance
on that basis.

                    Performance Summary

Sales and other operating revenues for the third quarter were
$306.9 million, compared to $300.5 million for the year earlier
quarter. Increased shipments from Asia and Europe during the
current quarter served to offset reduced shipments from Zimbabwe.
Shipments from Zimbabwe in the year earlier quarter benefited from
carryover volumes delayed in earlier periods. Sales and other
operating revenues for the shortened fiscal year ended March 31,
2004 were $835.3 million, compared to $875.6 million for the year
earlier period.

Gross profit for the third quarter declined to $30.7 million
compared to $40.2 million for the year earlier quarter. In
addition to the overall mix of products shipped, the decline in
gross profit reflects $4.5 million of lower- of-cost-or-market
(LCM) charges recognized against inventories during the quarter.
The majority of those charges related to the Company's Italian
operations, and resulted primarily from the build-up of Euro-
denominated costs compared to U.S. dollar-denominated selling
prices. For the shortened fiscal year ended March 31, 2004, gross
profit was $103.2 million, compared to $138.5 million for the year
earlier period.

Selling, general and administrative expenses for the third quarter
were $33.2 million, up $6.4 million or 24% in comparison to the
year earlier quarter. The effect of the weaker U.S. dollar was a
major contributing factor, as were additional legal and
professional, employee benefit and insurance expenses. SG&A
expenses for the shortened fiscal year ended March 31, 2004 were
$90.3 million, up $12.5 million, or 16% in comparison to the year
earlier period.

Interest expense for the third quarter decreased by $0.7 million
in comparison to the year earlier quarter despite overall
increased borrowing, reflecting the benefits from the Company's
May 2003 refinancing transaction. At March 31, 2004, total debt
net of cash was $638 million, up $96 million, or 18%, in
comparison to March 31, 2003. The increase primarily reflects a
larger financing requirement for inventories and advances to
suppliers, in part due to record sized Brazilian and Argentine
crops. DIMON's uncommitted inventories remain at a comfortable
level.

Provision for income taxes for the shortened fiscal year ended
March 31, 2004, represented a benefit of 2% compared to an
effective rate of 23% for the year earlier period. The current
benefit reflects the geographic distribution of global results,
including losses, recognized in the shortened nine-month fiscal
year, compared to those recognized during the prior twelve-month
fiscal year. Effective July 1, 2003, DIMON changed its fiscal year
to March 31 from June 30 to better match the financial reporting
cycle with the natural global crop cycles for leaf tobacco.
Transitioning to the new fiscal year requires DIMON to report one
abbreviated fiscal year consisting of the nine-month period from
July 1, 2003 to March 31, 2004.

                      About the Company

DIMON Incorporated is the world's second largest dealer of leaf
tobacco with operations in more than 30 countries. For more
information on DIMON, visit the Company's website at
http://www.dimon.com/

                          *   *   *

As reported in the Troubled Company Reporter's May 27,2004
edition, Standard & Poor's Ratings Services placed its 'BB'
corporate credit rating and other ratings on independent leaf
tobacco processor DIMON Inc. on CreditWatch with negative
implications. Negative implications means that the ratings could
be affirmed or lowered following completion of Standard & Poor's
review.

About $475 million of rated debt of Danville, Virginia-based DIMON
is affected.

"The CreditWatch placement follows the company's announcement that
besides the original charge DIMON expected to take with regard to
the restructuring its U.S. operations' production capacity, the
restructuring charge will now be expanded to cover operations in
other regions," said Standard & Poor's credit analyst Jayne M.
Ross. In addition, the company also expects to incur a much larger
net loss. "This loss will include the effects of the previously
announced change in leaf tobacco sourcing and weakness in the U.S.
dollar as well as the impact of inventory valuation issues and
higher costs related to insurance and professional fees in the
shorten fiscal year ended March 31, 2004."


DIRECTED ELECTRONICS: S&P Assigns B+ Rating to Corporate Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Vista, California-based Directed Electronics Inc.
At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating and '3' recovery rating to Directed
Electronics' proposed $138 million of senior secured credit
facilities. The debt rating and recovery rating indicate the
likelihood of a meaningful recovery of principal (50%-80%) in the
event of default or bankruptcy, based on an assessment of the
company's enterprise value.

Directed Electronics, the world's largest designer and marketer of
consumer branded, professionally installed, electronic automotive
vehicle security and convenience systems, will have pro forma
total debt outstanding at the close of the transaction of about
$188 million. The outlook is stable.

The senior credit facilities consist of a $25 million revolving
credit facility due 2009 and a $113 million U.S. term loan due
2010. Proceeds from the transaction will be used solely to
refinance certain existing debt, pay a onetime dividend to the
shareholders, and provide for working capital and general
corporate requirements.

"Upside rating potential is limited by Directed Electronics'
modest size, which makes the company quite vulnerable to swings in
demand, competitive industry pressures, and weak financial
profile," said Standard & Poor's credit analyst Nancy Messer.
"Downside risk is mitigated by management's proven ability to
generate revenue and cash flow growth during periods of economic
weakness, disciplined approach to expanding the company, and
commitment to debt reduction."

Privately held Directed Electronics is controlled by unrated
Trivest Partners LP and does not file financial statements with
the SEC.


ENRON CORP: Employee Committee Reports Status Of Employee Matters
-----------------------------------------------------------------
On April 19, 2004, the Employee Committee met with members of the
legal team in New York City to review outstanding employee
related matters in Enron Corporation's chapter 11 proceedings.  
Highlights of the meeting are:  

1. EFS/CMS

   The Committee continues to negotiate severance payments for
   former EFS/CMS and Garden State Paper employees that were
   ineligible to participate in the Severance Settlement
   Agreement.  Although these employees lost their jobs on
   December 3, 2001, EFS/CMS was not included in the initial
   bankruptcy filing and Garden State Paper employees fell under
   a minimal severance plan.  Severed employees from both
   companies were unable to participate in the additional
   severance secured by the Employee Committee in August 2002.  
   The Committee and the AFL-CIO continues to negotiate for
   additional severance on their behalf.

2. 11th Hour Bonus Litigation

   The 11th Hour Bonus Litigation was procedurally divided by the
   Court into two phases: the first dealing with legal rulings
   and the second for fact discovery and trial.  The first phase
   is now nearing conclusion, and trial preparation will begin
   shortly.  The Employee Committee believes the commencement of
   the second phase will accelerate additional settlements, since
   the 11th hour bonus recipients now have only two choices: to
   settle; or to go to court and defend the propriety of their
   absurdly large bonuses paid on the eve of Enron's bankruptcy
   filing.

3. Stock Options

   Many former Enron employees received stock options as part of
   their routine compensation.  There has been a great deal of
   discussion concerning whether these options are considered
   equity claims and therefore fall outside of the bankruptcy
   process or if these claims are considered an employee benefit
   and as a result, should be included in the Enron bankruptcy.  
   The Tittle litigation is currently addressing this issue which
   may have a significant impact on employee claims.

The Employee Committee is scheduled to meet in Houston, Texas on
June 17 and 18, 2004.  If you have specific questions or issues
that you want addressed, please e-mail info@employeecommittee.com

The Committee will post the responses on the website. (Enron
Bankruptcy News, Issue No. 110; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ENRON CORP: Asks Court To Approve Enron Equity Settlement Pact
--------------------------------------------------------------
In December 1994, Enron Corporation formed Enron Equity
Corporation to hold interests in certain international assets and
to issue preferred stock through a private placement to third-
party investors.  Enron holds 100% of the common stock of Enron
Equity.

Sylvia Mayer Baker, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that Enron Equity sold 880 shares of 8.57%
preferred stock for $88,000,000.  John Hancock Mutual Life
Insurance Company, now known as John Hancock Life Insurance
Company, purchased 850 shares of the 8.57% Preferred stock for
$85,000,000.  American States Insurance Company purchased the
remaining 30 shares for $3,000,000.

Enron Equity used the sale proceeds to purchase investments,
including:

   (i) $35,568,509 of 9.142% Perpetual Second Preferred Stock
       of Enron;

  (ii) an 8.645% 5-year, fixed rate senior unsecured note of
       Enron in the amount of $59,280,848;

(iii) an 8.831% 30-year, fixed rate senior unsecured note of
       Enron in the amount of $22,651,212; and

  (iv) a 5-year warrant to purchase an additional $59,280,848
       of 8.645% 5-year, fixed rate senior unsecured notes of
       Enron.

In April 1996, Ms. Baker reports that Enron Equity sold 150
shares of 7.39% preferred stock to Hancock for $15,000,000.  
Enron Equity used these funds to purchase additional notes from
Enron.

The holders of the EEC Preferred Stock can demand redemption
after Enron Equity fails to pay dividends for six consecutive
quarters.  The holders of at least 80% of the EEC Preferred Stock
demanded redemption in May 2003.

The Debtors now want to wind down Enron Equity's affairs.

                        Preference Dispute

Enron and Hancock, Signature 4 Limited, John Hancock Variable
Life Insurance Company, and Mellon Bank, N.A., as trustee for the
Bell Atlantic Master Trust were also involved in a dispute
unrelated to Enron Equity regarding a transfer made from Enron to
the Preference Settlement Parties in November 2001.  In February
2003, Enron sent a demand letter to the Preference Settlement
Parties seeking, pursuant to Sections 547 and 550 of the
Bankruptcy Code, the return of about $42,900,000 transferred to
the Preference Settlement Parties.

Through two Stipulations, Enron and the Preference Settlement
Parties agreed to toll the applicable statutes of limitation
relating to the Preference Dispute until the earlier of June 30,
2004 and (b) 20 calendar days after counsel to any party to the
stipulation sends written notice to counsel to the other parties
stating that party's intent to terminate the tolled period.  To
date, the tolling period is still in effect and, therefore, Enron
has not instituted formal litigation against the Preference
Settlement Parties.

               Enron Equity's Claims Against Enron

Due to Enron Equity's investments in Enron and due to the
centralized cash management system, Ms. Baker states that Enron
Equity holds a general unsecured claim against Enron for
$137,600,000.  

In addition, pursuant to an assignment agreement, in exchange for
the transfer of Enron Equity's 100% equity interest in ECT
Columbia Pipeline Holdings I, Ltd., 1.8% equity interest in Enron
Global Power & Pipelines, LLC, and 70.23% equity interest in
Enron Holding Company, LLC, Enron Power 1 (Puerto Rico), Inc.,
will assign to Enron Equity an $89,700,000 unsecured prepetition
claim against Enron.

                     The Settlement Agreement

Enron and Enron Equity, on the one hand, and Hancock, Hancock
Variable, Signature 4, Bell Atlantic and American States, on the
other hand, entered into arm's-length and good faith negotiations
and discussions to resolve the EEC Preferred Stock and the
Preference Dispute.  The negotiation resulted in the parties'
execution of a settlement agreement.  The salient terms of the
Settlement Agreement are:

A. Allowed Claims

   Enron agrees to the allowance of the EEC/Enron Claims as
   non-subordinated, general unsecured prepetition claims
   against Enron under Section 502 of the Bankruptcy Code for
   $227,300,000 in the aggregate, which claims will be
   classified in Class 4 of the current Plan for all purposes.

B. Repurchase of EEC Preferred Stock by Enron Equity

   Enron Equity, Hancock and American States have entered into
   an EEC Repurchase Agreement pursuant to which they have
   agreed to the repurchase of 100% of the 8.57% Preferred
   Stock, and Enron Equity and Hancock have agreed to the
   repurchase of 100% of the 7.39% Preferred Stock in exchange
   for certain payments and assignments and transfers of the
   EEC/Enron Claims.

C. Resolution of Preference Dispute

   On the Effective Date, these transfers and deemed transfers
   will be made in full settlement of the Preference Dispute:

   (a) Hancock will be deemed to have assigned and transferred
       to Enron its right to receive $18,324,074 of the
       contemplated cash payment and Enron Equity will be deemed
       instructed to make the payment to Enron;

   (b) Hancock Variable will wire transfer to Enron $732,906;

   (c) Signature 4 will wire transfer to Enron $977,208; and

   (d) Bell Atlantic will wire transfer to Enron $1,465,812.

   Upon receipt of those assignments and transfers, (a) Enron
   will be deemed to have waived any and all of its rights to
   commence or pursue any litigation against the Preference
   Settlement Parties with regard to the Preference Dispute, and
   (b) the Preference Settlement Parties will not be entitled to
   assert any prepetition claim against any of the Debtors
   arising from or related to the Preference Dispute.

D. Vote on the Plan

   Hancock is deemed to have cast a vote in favor of the Plan as
   a general unsecured claim against Enron in the allowed amount
   of $201,700,000, representing the allowed claims against
   Enron that are to be transferred to Hancock pursuant to the
   EEC Repurchase Agreement.  Similarly, American States will be
   deemed to have cast a vote in favor of the Plan as a general
   unsecured claim against Enron in the allowed amount of
   $6,000,000, representing the allowed claims against Enron
   that are to be transferred to American States pursuant to the
   EEC Repurchase Agreement.  

E. Release of the Enron Parties

   Upon receipt of the cash payments and assignments of the
   EEC/Enron Claims specified in the EEC Repurchase Agreement,
   each of the Settlement Parties irrevocably and
   unconditionally forever release, acquit and discharge the
   Enron Parties, from any and all claims, demands, liabilities
   and causes of action they have or may have against any Enron
   Parties to the extent arising under or relating to the EEC
   Preferred Stock, the Preference Dispute, the Settled Issues
   or any act of commission or omission under or in respect of
   the EEC Preferred Stock, the Preference Dispute or the
   Settled Issues.

F. Release of the Settlement Parties

   On the Effective Date:

   (a) each of the Enron Parties will be deemed to have agreed
       not to object to the validity, amount, classification and
       non-subordination of the EEC/Enron Claims; and

   (b) except as expressly provided in the Agreement, the Enron
       Parties irrevocably and unconditionally release, acquit
       and forever discharge the Settlement Parties from any
       and all claims, demands, liabilities and causes of action
       of any and every kind, character or nature, which they
       have or may have or claim to have, against any Claim
       Releasee to the extent arising under, relating to, or
       connected with the EEC Preferred Stock, the Preference
       Dispute, the Settled Issues or any act of commission or
       omission under or in respect of the EEC Preferred Stock,
       the Preference Dispute or the Settled Issues.

G. Withdrawal of Claims

   On the Effective Date, Claim Nos. 10555, 12942 and 23721,
   filed by the Hancock Parties, and Claim No. 6128, filed by
   American States, will be deemed withdrawn with prejudice, and
   Claim No. 24489, filed by the Hancock Parties, will be deemed
   withdrawn with prejudice insofar as it relates to Enron
   Equity.

                   The EEC Repurchase Agreement

In connection with the Settlement Agreement, Hancock, American
States and Enron Equity entered into the EEC Repurchase
Agreement, which contains these terms:

A. Hancock's Sale

   On the Transfer Date, Hancock will sell, assign, transfer and
   convey to Enron Equity without recourse, representation or
   warranty except as set forth in the EEC Repurchase Agreement,
   and Enron Equity will acquire and repurchase from Hancock,
   all right, title and interest of Hancock, in and to Hancock's
   EEC Preferred Stock in exchange for:

   (a) the assignment by Enron Equity to Hancock of all right,
       title and interest of Enron Equity in and to $201,700,000
       (face value) of the allowed EEC/Enron Claims, including
       without limitation the right to vote and to receive
       distributions pursuant to the Plan with respect to those
       assigned EEC/Enron Claims; and

   (b) $27,300,000 in cash, with $18,324,074 of that cash
       consideration to be assigned to Enron in exchange for
       Enron's release of claims associated with the Preference
       Dispute pursuant to the Settlement Agreement and
       $8,975,926 to be paid promptly to Hancock via wire
       transfer.

   The Purchase Amounts are in full and final satisfaction of any
   and all claims arising from or relating to Hancock's EEC
   Preferred Stock and its rights under the EEC Preferred
   Documents.

B. Cancellation of Hancock's EEC Preferred Stock

   Immediately upon assignment and payment of the Hancock
   Purchase Amount and without the need for the execution and
   delivery of additional documentation, the EEC Preferred Stock
   sold by Hancock to Enron Equity will be deemed cancelled and
   all rights and obligations with respect thereto will
   terminate.

C. Delivery of Hancock's Certificates

   On the Transfer Date, Hancock will deliver to Enron Equity
   all stock certificates representing shares of Hancock's EEC
   Preferred Stock repurchased by Enron Equity, and all other
   documents and instruments reasonably necessary for the
   transfer of the shares, including the appropriate duly
   endorsed stock powers.

D. American States' Sale

   On the Transfer Date, American States will sell, assign,
   transfer and convey to Enron Equity without recourse,
   representation or warranty except as set forth in the EEC
   Repurchase Agreement, and Enron Equity will repurchase and
   acquire from American States, all right, title and interest
   of American States, in and to American States' EEC Preferred
   Stock in exchange for:

   (a) the assignment by Enron Equity to American States of all
       right, title and interest of Enron Equity in and to
       $6,000,000 (face value) of the allowed EEC/Enron Claims,
       including without limitation the right to vote and
       receive distributions pursuant to the Plan with respect
       to those assigned EEC/Enron Claims; and

   (b) $800,000 in cash to be paid to American States via wire
       transfer.

   The Purchase Amounts are in full and final satisfaction of
   any and all claims arising from or relating to American
   States' EEC Preferred Stock and its rights under the EEC
   Preferred Documents.

E. Cancellation of American States' EEC Preferred Stock

   Immediately upon payment of the American States Purchase
   Amount and without the need for the execution and delivery of
   additional documentation, the EEC Preferred Stock sold by
   American States to EEC will be deemed cancelled and all
   rights and obligations with respect thereto, and arising in
   connection therewith, will terminate.

F. Delivery of American States' Certificates

   On the Transfer Date, American States will deliver to Enron
   Equity all stock certificates representing shares of American
   States' EEC Preferred Stock repurchased by Enron Equity, and
   all other documents and instruments reasonably necessary for
   the transfer of the shares, including the appropriate duly
   endorsed stock powers.

G. Consent and Waiver with Respect to Certain Terms of the EEC
   Preferred Documents

   The Parties expressly consent to the sale contemplated by
   the EEC Repurchase Agreement, and expressly waive any
   requirement or restriction, including but not limited to
   Hancock's waiver of the Redemption Notice.

H. Transfer Date

   The transfer date will occur on the business day immediately
   following the satisfaction of all of the conditions precedent.

I. Resignation of Directors

   On the Transfer Date, any and all directors of Enron Equity
   appointed by Hancock or American States will be deemed to
   have resigned their position, without the need for the
   execution and delivery of additional documentation.  In
   addition, Hancock and American States will each be deemed to
   have waived, released and discharged any claim, right or
   interest to assume control of the management of Enron Equity
   in accordance with the terms and provisions of the EEC
   Preferred Documents, without the need for the execution and
   delivery of additional documentation.

By this motion, the Debtors ask the Court to approve and
authorize the execution, delivery and performance of the
Assignment Agreement, the Settlement Agreement and the Repurchase
Agreement pursuant to Sections 105 and 363 of the Bankruptcy Code
and Rules 2002, 6004, 9013 and 9019 of the Federal Rules of
Bankruptcy Procedure.

Ms. Baker tells Judge Gonzalez that the proposed Agreements,
which are the result of good faith and arm's-length negotiations,
are fair and equitable.  The Assignment Agreement provides for
transfers that are fair and reasonable and with adequate
consideration to each of the entities involved.  The Settlements
also resolve the Preference Dispute on terms that are fair and
that avoid the need for potentially time-consuming, expensive and
uncertain litigation.  In addition, the Settlements enable Enron
Equity to wind down its affairs and consensually resolve
potentially costly and protracted litigation arising in
connection with the Preference Dispute and the EEC Preference
Stock, the outcomes of which are currently uncertain, without the
added expense of litigation and on terms that are favorable to
the Debtors. (Enron Bankruptcy News, Issue No. 111; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLEMING COMPANIES: Court Permits Payment Of Exit Facility Fees
--------------------------------------------------------------
The Fleming Companies, Inc. recently obtained commitment from
General Electric Capital Corporation to provide up to $250,000,000
in exit financing facility.  The Debtors need the Exit Facility to
pay amounts owing under their prepetition credit facility, and as
working capital post-confirmation to fund the obligations of the
Post-Confirmation Trust and the Reclamation Creditors Trust.

The Court permits the Debtors to pay the Fees.  The Debtors
further note that the terms of the Exit Facility as set forth in
the Letter Agreement will be approved in connection with the Plan.

The Debtors want to start the process of finalizing the Exit
Facility documents so that the effective date of their Third
Amended Plan can occur shortly after confirmation.  To proceed
with the process and complete GE Capital's due diligence, GE
Capital has required the Debtors to pay certain fees and expenses
before it can proceed.

In consideration of its commitment to provide the Exit Facility,
GE Capital requires the Debtors to pay:

   -- a $1,125,000 commitment fee;

   -- a $125,000 arrangement fee; and

   -- a $375,000 Expense Deposit, which will be used to offset
      expenses GE Capital incurred or will incur in negotiating
      and drafting the Exit Facility and completing its due
      diligence.

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)


FORMICA CORPORATION: Exits Chapter 11 Bankruptcy
------------------------------------------------
Formica Corporation announced that it has completed the necessary
steps to implement its Plan of Reorganization and has successfully
emerged from Chapter 11.

"This achievement is attributable to the confidence that our
sponsors have in our company and our future, the loyalty of our
customers, the professionalism and dedication of our employees,
the commitment and support of our creditor groups, and the
recognition of the strength of the Formica(R) brand and its
reputation for quality, durability and industry leading
innovation," said Frank A. Riddick, III, President and Chief
Executive Officer of Formica. "We accomplished what we set out to
do at the outset of our Chapter 11 restructuring. We have
substantially decreased our long-term debt, while we streamlined
and improved our service and operations. With the Chapter 11
process behind us, we can now increase our focus on what continues
to be our top priority -- providing our global customers with a
portfolio of design coordinated, branded surfacing solutions and
products," said Riddick.

Formica exits Chapter 11 with a strengthened balance sheet,
including consolidated debt of approximately $160 million in long
term financing, down from more than $540 million in debt at the
time of the filing in March 2002, lower interest expense and
improved efficiencies arising from the consolidation of
manufacturing and warehousing facilities.

"We are grateful for the support of our lenders and the confidence
they have displayed in Formica as we emerge from Chapter 11,"
Riddick stated. In conjunction with emergence, Formica has entered
into an amended Term Loan Facility for $135 million with its
existing secured lenders. General Electric Capital Corporation is
the Term Loan Agent. Formica said that it had also closed on a $65
million revolving credit facility. Wells Fargo Foothill, Inc. is
the Revolving Credit Agent. "This exit financing will provide the
Company with sufficient liquidity to continue to meet our
financial requirements and grow our business globally," said
Riddick.

As part of the Plan of Reorganization, a group of investors led by
Cerberus Capital Management L.P. and Oaktree Capital Management
LLC have purchased the common shares of the Successor Company for
$175 million in cash. Substantially all of these proceeds will be
used to repay existing secured lenders. Management will hold
options to purchase approximately 10% of the common shares.

                         About Formica

Formica Corporation was founded in 1913, and is the preeminent
worldwide manufacturer and marketer of decorative surfacing
materials, including high-pressure laminate and solid surfacing
materials. Formica has sales operations in approximately 100
countries. Additional information about the company is available
on Formica's Web site at http://www.formica.com/


FOSTER WHEELER: SEC Declares Registration Statement Effective
-------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that its registration
statement relating to its proposed equity for debt exchange offer
has been declared effective by the Securities and Exchange
Commission. Foster Wheeler intends to make a further announcement
when the offer is launched.

The dealer manager for the exchange offer and consent solicitation
is Rothschild Inc., 1251 Avenue of the Americas, 51st floor, New
York, New York 10020. Contact Stephen Ledoux or Daniel Gilligan of
Rothschild at 212-403-3710 and 212-403-5222, respectively, with
any questions on the exchange offer.

Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the proposed exchange offer because they contain
important information: (1) the registration statement on Form S-4
(File No. 333-107054) and (2) the Schedule TO (File No. 005-
79124), when it is filed. These and any other documents relating
to the proposed exchange offer, when they are filed with the SEC,
may be obtained free at the SEC's Web site at http://www.sec.gov/  
or from the information agent as noted above.

                    About Foster Wheeler

Foster Wheeler Ltd. -- whose December 26, 2003 balance sheet shows
a total shareholders' deficit of $872,440,000 -- is a global
company offering, through its subsidiaries, a broad range of
design, engineering, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, oil and gas, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries. The corporation is based in Hamilton, Bermuda, and its
operational headquarters are in Clinton, New Jersey, USA. For more
information about Foster Wheeler, visit http://www.fwc.com/


GS MORTGAGE: S&P Downgrades Series 1998-C1 Class F Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes B
and C of GS Mortgage Securities Corp. II's commercial mortgage
pass-through certificates series 1998-C1. At the same time, the
rating on class F is lowered, and the ratings on classes A-1, A-2,
A-3, D, E, and X are affirmed.

The raised and affirmed ratings reflect increased credit support
levels that adequately support the ratings under various stress
scenarios. The lowered rating stems from anticipated losses from
the delinquent and specially serviced loans.

As of May 2004, the trust collateral consisted of 295 commercial
mortgages with an outstanding balance of $1.590 billion, down
14.6% from issuance. There have been cumulative principal losses
of $27.87 million since issuance. The master servicer, GMAC
Commercial Mortgage Corp., reported either full- or partial-year
2003 net cash flow debt service coverage ratios for 76.3% of the
pool and full-year 2002 NCF DSCRs for 90.45% of the pool. Only one
loan (0.6%) has been fully defeased. Excluding the defeased loan,
Standard & Poor's calculated the current weighted average DSCR for
the pool to be 1.64x for the 2003 data and 1.51x for the 2002
data, as compared to 1.53x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 35.0% of pool, has remained steady at 1.69x, compared to
1.70x at issuance. This calculation excludes the 10th-largest
loan, The Original Outlet Mall for $20.2 million, or 1.27% of the
pool, which is REO. It will be discussed below. Two of the top 10
loans are on the watchlist. The eighth-largest loan, Factory
Stores at Hershey, a retail property in Hershey, Penn., has
reported a NCF DSCR of 1.10x for 2003, down from 1.32x at
issuance. The ninth-largest loan, The WestCoast Benson Hotel, a
full-service lodging property in Portland, Ore., is suffering from
low occupancy and reported a year-end 2003 DSCR of 0.98x.
    
At present, there are 16 loans with the special servicer, GMACCM,
with a current combined balance of $82.4 million (5.18%). Nine
loans totaling $65.6 million (4.13%) are secured by retail
properties and seven loans totaling $16.8 million (1.05%) are
secured by limited-service hotels. All but one are delinquent, and
four loans are REO. Of the four REO loans, two are retail and two
are limited-service hotels. Nine loans currently have appraisal
reduction amounts totaling $30.13 million (1.89%). The ARA
for The Original Outlet Mall loan accounts for 58% of this total.
The three largest loans, each secured by a retail property,
account for half of the balance in special servicing and are
discussed below.
    
     -- The Original Outlet Mall, the 10th-largest loan in the
        pool and the largest specially serviced loan, has a
        current balance of $20.17 million (1.27%) and a total
        exposure of $20.73 million ($66 per sq. ft.). A 22
        year-old, 310,994-sq.-ft. enclosed outlet mall in Bristol,
        Wisconsin secures the loan. The loan defaulted after the
        property lost two large tenants; current occupancy is 50%.
        An ARA of $17.4 million is in effect, based on an      
        appraised value of $4.35 million. The property suffers
        from an obsolete design and layout, as well as nearby
        competition from Prime Outlets at Pleasant Prairie and the
        Gurnee Mills. A loss commensurate with the ARA is expected
        upon disposition.

     -- Sequoia Plaza Shopping Center has a current balance of
        $13.36 million (0.84%) and a total exposure of $13.43
        million ($77 per sq. ft.). It is secured by a 176,535-sq.-
        ft. community shopping center built in 1991 and located in
        Visalia, California. The center is anchored by a Costco,
        which is not part of the collateral. The borrower remains
        in compliance with a forbearance agreement. GMACCM expects
        a full principal payoff by a refinance shortly.

     -- Kmart Valdosta has a current balance of $8.066 million
        (0.51%). It is secured by a 175,396-sq.-ft. retail
        property built in 1994 and located in Valdosta, Georgia.
        (12 miles north of Florida). It is 100% occupied by a
        Lowes home improvement store, which opened approximately
        three months ago. The loan is current and reports a 1.30x
        DSCR as of year-end 2003 but is in special servicing due
        to a dispute between the borrower and a Kimco entity
        over an assumption agreement.
  
The current servicer's watchlist includes 74 loans totaling $274.9
million, or 17.3% of the loan pool. The largest loan on the
watchlist, Factory Stores at Hershey, for $24.15 million (1.52%),
is the eighth-largest loan in the pool. It is secured by a
242,932-sq.-ft. retail center built in 1994 and located in
Hershey, Penn. and appears on the watchlist due to its low NCF
DSCR of 1.10x. Occupancy as of March 5, 2004 was 90%. The other
top 10 loan on the watchlist, due to a low DSCR of 0.98x, is The
WestCoast Benson Hotel, a 287-room full-service lodging property
located in downtown Portland, Ore. Occupancy has suffered from
new competition in the market, but is slowly recovering. The
borrower had higher-than-usual capital expenditures for 2003, as
some of the furniture and fixtures were upgraded and the elevators
were renovated. Net operating income DSCR for 2003 was higher than
2002 (1.21x vs. 1.14x, respectively).
The average loan balance on the watchlist is $3.71 million.

The pool has large geographic concentrations in California
(15.8%), New York (8.9%), Texas (8.4%), and Virginia (7.4%).
Significant collateral type concentrations include retail (29.5%),
office (17.2%), multifamily (16.45%), lodging (15.0%), and
industrial (13.7%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans. The expected losses and resultant credit levels adequately
support the current rating actions.
   
                              Ratings Raised   
                         GS Mortgage Securities Corp. II
               Commercial mortgage pass-thru certs series 1998-C1
   
                                Rating
               Class   To          From   Credit Enhancement (%)
               B       AAA         AA                     27.51
               C       A+          A                      21.07
    
                              Ratings Affirmed
                       GS Mortgage Securities Corp. II
               Commercial mortgage pass-thru certs series 1998-C1
   
               Class   Rating   Credit Enhancement (%)
               A-1     AAA                      33.95
               A-2     AAA                      33.95
               A-3     AAA                      33.95
               X       AAA                       N.A.
               D       BBB                      14.34
               E       BBB-                     12.29
             
                              Rating Lowered
                         GS Mortgage Securities Corp. II
               Commercial mortgage pass-thru certs series 1998-C1
   
                               Rating
               Class   To         From   Credit Enhancement (%)
               F       BB-        BB+                     7.03


HABER INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Haber, Inc.
        454 Highway 200 East
        Circle, Montana 59215

Bankruptcy Case No.: 04-61802

Chapter 11 Petition Date: June 9, 2004

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtors' Counsel: Gary S. Deschenes, Esq.
                  Deschenes Law Office
                  P.O. Box 3466
                  Great Falls, MT 59403-3466
                  Tel: 406 761-6112

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


HIGHWOODS PROPERTIES: Fitch Affirms BB+ Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings affirms the 'BBB-' senior unsecured rating on
Highwoods Properties, Inc.'s $810 million of outstanding senior
unsecured notes due 2004 through 2018, and 'BB+' rating on $877
million of preferred stock. The Rating Outlook remains Negative.

The ratings reflect the strength of HIW's unencumbered asset base
as support for the company's unsecured borrowings, exceeding those
of similarly-rated peers. The Fitch calculated book value of HIW's
unencumbered assets exceeds unsecured borrowings by more than 2.7
times (x) (including land) and 2.45x (without land), as of first-
quarter 2004 (1Q'04). Likewise, the net operating income generated
by HIW's unencumbered assets is sufficient to cover its unsecured
interest expense by 3.2x. It is this unencumbered asset base that
remains the primary support for HIW's 'BBB-' senior unsecured
rating.

Additional support for the rating can be found in variety of
defensive features present in HIW's broader portfolio including; a
good quality asset base of primarily suburban office properties, a
well diversified tenant base with its largest tenants being the US
Government (3.6% of annual revenues) and AT&T (2.6%) as of 1Q'04,
and modest development activity which currently represents less
than 1% of undepreciated book. Further, HIW has adequate short-
term liquidity with approximately $120 million available under its
line of credit, and the company's debt maturity schedule is
manageable with 10.1% maturing in 2005 (including prorata share of
JV debt). HIW's leverage ratio is 44.6% of undepreciated book, and
incorporating HIW's preferred stock, its debt plus preferred over
undepreciated book is 54.1%, as of 1Q'04. Both ratios are
considered adequate for its rating level.

Fitch's Negative Outlook highlights HIW's continued, near-term
operating and financing challenges. As outlined in Fitch's press
release dated May 7, 2003, occupancy in HIW's portfolio stands at
82% and while the company has outperformed market conditions in
many of its markets, these high-growth markets are generally
characterized by low barriers to entry and have struggled to
provide consistent earnings through periods of economic
contraction. Further, Fitch is concerned about HIW's ability and
willingness to demonstrate access to the unsecured debt capital
markets. This concern is heightened by HIW's near-term refinancing
of its $100 million XPOS bond expected June 15, 2004 at which
time, the company will exercise its option to acquire the
outstanding bond. HIW had initially signaled the market that it
would fund this transaction through an unsecured note offering.
However, the firm filed an 8-K on Monday, June 6, 2004 outlining
an alternative funding plan which includes the initial use of its
line to fund the bond acquisition, and then a subsequent reduction
through a variety of smaller transactions including asset sales.

Fitch has reviewed management's plans for refinancing the XPOS and
while these plans contemplate the maintenance of its unencumbered
asset base, the continued absence of demonstrated access to the
long-term unsecured debt markets is concerning, particularly when
the unsecured bond market has been so favorable to real estate
investment trusts in recent quarters. Fitch views demonstrated
access to the unsecured debt capital markets as an important
component of HIW's investment grade rating.

Fitch expects to resolve the Negative Outlook by year-end 2004,
and will continue to monitor and evaluate HIW's portfolio
operations, the support for its current rating through the
maintenance of unencumbered assets, successful execution upon its
near-term financing strategy, and improvement in coverage levels
that are consists with a 'BBB-' rating. Results not consistent
with Fitch's expectations may lead to a downgrade.

Rating concerns include HIW's geographic exposure to southeastern
US markets, which are characterized as low barrier to entry
markets, including its largest geographic exposure, North
Carolina, representing approximately 30% of its total revenue.
Soft market fundamentals have contributed to weakened property
fundamentals that have eroded Highwood's occupancy, currently at
82%, and pressured its rental rates. Property fundamentals have
stabilized and are anticipated to improve - however, timing and
magnitude remain uncertain. HIW's interest and fixed charge
coverage ratios reflect pressured property fundamentals and are
lower than comparable rated peers, with interest coverage at 2.3x
and fixed charge coverage is 1.9x.

Highwoods Properties is a $3.7 billion (total market
capitalization at March 31, 2004) equity REIT focused on the
acquisition, ownership, management, development and redevelopment
of suburban office and industrial properties. Headquartered in
Raleigh, North Carolina, HIW's portfolio exhibits a southeastern
US geographic presence consisting of 529 in-service properties
encompassing 41.7 million square feet, and a land bank of 1,255
acres.


INSILCO TECH: Retains Keen Realty To Market Hiddenite Facility
--------------------------------------------------------------
Insilco Technologies, Inc. has retained Keen Realty, LLC to market
for higher and better offers their former cable manufacturing
facility located in Hiddenite, NC. Insilco Technologies provides a
comprehensive offering of capabilities for a broad range of
markets including telecommunications, computer and peripherals,
networking, automotive electronics, medical electronics,
industrial controls, security systems, electrical equipment, and
electronic components. Insilco filed for Chapter 11 protection in
the United States Bankruptcy Court in the District of Delaware on
December 16, 2002. Keen Realty is a real estate firm specializing
in selling excess assets and restructuring real estate and lease
portfolios.

"Interested parties must act immediately with respect to this
facility, as the deadline for submitting bids is July 8th" said
Mike Matlat, Keen Realty's Vice President. "The minimum bid amount
is $310,000. The property is an excellent opportunity for users,
investors, and developers, and I expect there to be a tremendous
amount of interest," Matlat added.

Available to users and investors is a 42,000+/- sq. ft.
manufacturing facility situated on an 8.66+/- acre parcel in
Hiddenite, NC. The facility was constructed in two phases in 1972
and 1990, with renovations in 1980. Construction consists of
concrete slab on grade foundation, brick and corrugated metal
panel walls, and steel and masonry interior framing.

For over 22 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with thousands of clients nationwide, evaluated and disposed of
over 250,000,000 square feet of properties and repositioned nearly
13,000 properties across the country. Recent clients include:
Spiegel/Eddie Bauer, Arthur Andersen, Service Merchandise,
Warnaco, Cable & Wireless, Fleming, Graham-Field, FOL Liquidation
Trust and JP Morgan Chase.

For more information regarding the sale of this facility for
Insilco Technologies, Inc., please contact Keen Realty, LLC, 60
Cutter Mill Road, Suite 407, Great Neck, NY 11021, Telephone: 516-
482-2700, Fax: 516-482-5764, e-mail: mmatlat@keenconsultants.com
Attn: Mike Matlat.

Insilco Technologies, Inc., a leading global manufacturer and
developer of highly specialized electronic interconnection
components and systems, serving the telecommunications, computer
networking, electronics, automotive and medical markets, filed
for chapter 11 petition on December 16, 2002 (Bankr. Del. Case
No. 02-13672). Pauline K. Morgan, Esq., Sharon M. Zieg, Esq.,
Maureen D. Luke, Esq., at Young, Conaway, Stargatt & Taylor and
Constance A. Fratianni, Esq., Scott C. Shelley, Esq., at
Shearman & Sterling represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from its
creditors, it listed $144,263,000 in total assets and
$611,329,000 in total debts.


JILLIAN'S ENT: U.S. Trustee to Meet with Creditors on June 24
-------------------------------------------------------------
The United States Trustee will convene a meeting of Jillian's
Entertainment Holdings, Inc.'s creditors at 10:30 a.m., on
June 25, 2004 in Room 509 at United State Courthouse, 601 W.
broadway, Louisville, Kentucky 40202. 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 Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than  
40 restaurant and entertainment complexes in about 20 US states.  
The Company filed for chapter 11 protection on May 23, 2004
(Bankr. W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at
Frost Brown Todd LLC, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed estimated assets of more than $100
million and estimated debts of over $50 million.


KAISER ALUMINUM: Court Gives Go-Ahead for Mead Parcels 1 & 7 Sale
-----------------------------------------------------------------
Judge Fitzgerald authorizes Kaiser Aluminum and Chemical
Corporation, pursuant to Section 363 of the Bankruptcy Code, to
enter and consummate the sale agreement with CDC Mead, LLC, an
affiliate of Commercial Development Corporation, Inc.

Furthermore, the Debtors are authorized to sell Parcels 1 and 7,
in Mead, Washington and certain related assets and intellectual
property to CDC Mead, free and clear of liens, claims,
encumbrances and other interests, in accordance with Section
363(f).  All liens, claims, encumbrances and other interests
attach to the proceeds received for the sale of the Mead
Properties with the same validity and priority as they attached
to the Mead Properties.

The Debtors will place $4,000,000 in escrow, which will
constitute adequate protection for the amount of any allowed
secured claim of HSBC Bank USA until the time as the amount of
HSBC's allowed secured claim is established by the Court.

Additionally, the Debtors are authorized to assume and assign the
certain executory contracts and unexpired leases related to the
sale.  The Assumed Contracts will be transferred to, and remain
in full force and effect for the benefit of CDC Mead,
notwithstanding any provisions in the Assumed Contracts that
purport to prohibit the assignment.

The Debtors are also authorized to pay the prepetition taxes
necessary to consummate the sale.

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)  


LES BOUTIQUES: 2004 Fiscal Year Sees More Losses & Declining Sales
------------------------------------------------------------------
Les Boutiques San Francisco Incorporees (TSX:SF.A) (TSX:SF.B)
announced its results for fiscal 2003 and results for the first
quarter of fiscal 2004.

"These results are a reflection of the Company's restructuring
context. It obtained a court order on December 17, 2003, from
Superior Court placing it under the protection of the Companies'
Creditors' Arrangement Act," stated Gaetan Frigon, Chief
Restructuring Officer. "The measures adopted to date aim at
permitting the Corporation to continue its activities with a fresh
start taking into account the best interests of its creditors,
employees, suppliers and shareholders. These measures include the
sale of a portion of the assets, the reduction in square-footage
of the Les Ailes de la Mode store in downtown Montreal and the
acceptance of an offer by a group of investors to recapitalize the
Corporation."

"Despite the difficult situation that the Corporation has had to
face over the past fiscal year and the first quarter of the
current year, our 1500 employees have continued to provide the
exemplary service for which we are known and I want to thank them
sincerely," said Paul Delage Roberge, Chairman of the Board. "Our
clients can be assured that our various teams will continue to
take every measure necessary to constantly improve our ability to
respond to their expectations."

               Fiscal Year Ended January 31, 2004

The Corporation's net sales from continuing operations came to
$163.6 million for the year ended January 31, 2004, compared to
$227.2 million for the previous fiscal year. Much of the decline
in sales is attributable to the sale or discontinuance of the
activities of certain banners and stores during the fiscal year.

Comparable sales under the banners maintained by the Company were
down 6.6% and those for the Les Ailes de la Mode stores fell
14.2%, for a total reduction of 12.1%.

The loss before income taxes and non-controlling interest related
to continuing operations was $49.4 million compared to a loss of
$42.7 million for the corresponding period of the previous year.
The variance was essentially due to increased restructuring
efforts.

The net loss related to continuing operations was $49.5 million,
or $4.10 per share, compared to a net loss of $35.2 million, or
$2.92 per share, for the previous year.

The net loss for the 12-month period ended January 31, 2004, was
$60.2 million, or $4.98 per share, compared to a net loss of $36.5
million, or $3.03 per share, for the previous year.

During the fourth quarter of fiscal 2003 ended January 31, 2004,
the Corporation recorded net sales on continuing operations of
$46.4 million, compared to $74.1 million for the corresponding
period of the previous year. The net loss for the quarter came to
$16.4 million or $1.35 per share, compared to $35.1 million or
$2.89 per share, for the corresponding quarter of the previous
fiscal year.

               Quarter Ended May 1, 2004

The Corporation's sales from continuing operations came to $26.8
million during the three-month period ended May 1, 2004, compared
to $42.6 million for the corresponding period of the previous
year. The reduction in sales is largely attributable to the sale
or discontinuance of activities under certain banners and stores
during the first quarter of fiscal 2003.

Comparable sales under the banners maintained by the Corporation
were down 2.6%, and those for the Les Ailes de la Mode stores fell
12.0%, for a total reduction of 9.5%.

The loss before income taxes and non-controlling interest related
to discontinued operations was $5.4 million for the three-month
period ended May 1, 2004, compared to a loss of $1.6 million for
the corresponding period of the previous year. The net loss before
discontinued operations for the three-month period ended May 1,
2004 was $5.4 million, or $0.47 per share, compared to a net loss
of $1.9 million, or $0.16 per share, for the same period of the
previous year. The net loss for the three-month period ended May
1, 2004 was $5.8 million, or $0.50 per share, compared to a net
loss of $2.9 million, or $0.25 per share, for the same period of
the previous year. In all three cases, the variance was
essentially due to restructuring costs, which were $2.7 million
during the quarter ended May 1, 2004. These costs were nil for the
corresponding period of the previous year. Both sales and
operating results were negatively affected by the variations in
stock levels occasioned by the restructuring.

On Monday, June 7, 2004, the Corporation tabled in Superior Court,
an arrangement agreement for creditors that calls for a settlement
of their claims and the recapitalization of the Corporation. This
plan should be submitted to creditors no later than July 6, 2004,
and, if accepted, it will have to be approved by the Court.

The Court Orders issued by the Court under the Companies'
Creditors Arrangement Act as well as the management reports of RSM
Richter Inc., the Court appointed monitor, can be accessed on the
Web site http://www.rsmrichter.com/.The financial statements for  
fiscal 2003 as well as those of the first quarter of 2004,
including the notes, will be available on SEDAR, no later than
Monday, June 14, 2004, at the following address :
http://www.sedar.com/

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


LINREAL CORP: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Linreal Corp.
        1255 Delaware Avenue
        Buffalo, New York 14209

Bankruptcy Case No.: 04-14386

Type of Business: The Debtor is a Real Estate Holding Company.

Chapter 11 Petition Date: June 10, 2004

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Daniel F. Brown, Esq.
                  Damon & Morey
                  1000 Cathedral Place
                  298 Main Street
                  Buffalo, NY 14202
                  Tel: 716-856-5500

Total Assets: $10,000,000

Total Debts:  $8,000,000

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Pension Benefit Guaranty      Pension Plan            $1,000,000
Corp.                         Control Board Member
Office of the General Counsel
Attn: Margaret Drake, Esq.
1200 K Street, N.W.,
Suite 340
Washington, D.C. 20005-4026

Official Creditors Committee  Pre-petition lawsuit  Unliquidated
Of BryLin Hospitals, Inc.
c/o Robert J. Feldman, Esq.
Gross, Shuman, Brizdle &
Gilfillan, P.C.
465 Main Street, Suite 600
Buffalo, New York 14203


LYNX ASSOCIATES: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lynx Associates, L.P.
        c/o ML Onyx Properties, Corp.
        Attn: Joe Valenti
        255 Liberty Street
        New York, New York 10080

Bankruptcy Case No.: 04-16441

Chapter 11 Petition Date: June 10, 2004

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: William Noall, Esq.
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway 9th Floor
                  Las Vegas, NV 89109
                  Tel: 702-796-5555

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
ML Leasing Equipment Corp.    Deferred Acquisition   $10,822,563
4 World Financial Center      Fee Principal/
Attn: Joe Valenti             Interest and
New York, NY 19080            Administrative Fee

JP Morgan Trust Company, NA   Unsecured portion of    $3,850,000
6525 W. Campus Oval Rd.       mortgages.
New Albany, OH 43054          (Value of Property:
                              approx. $16,525,000)

Clifford Chance US LLP        Legal invoices             $64,164

Kirkpatrick & Lockhart, LLP   Legal invoices             $15,534

RM 14FK Corp.                 Litigation Claims          Unknown


MERISANT WORLD: Receives Consents to Amend 12-1/4% Senior Notes
---------------------------------------------------------------
Merisant Worldwide, Inc. announced that in connection with its
previously announced cash tender offer for any and all of its
outstanding 12-1/4% Senior Subordinated Discount Notes due 2014
(CUSIP Nos. 87336NAA9 and U81965AA0) and solicitation of consents
to eliminate substantially all of the restrictive covenants and
certain events of default and related provisions contained in the
indenture governing the Notes, it has been informed by Wells Fargo
Bank, National Association, the depositary for the tender offer
and consent solicitation, that as of 5:00 p.m., New York City
time, on June 9, 2004, 100%, or 136,040,000 aggregate principal
amount at maturity, of the Notes outstanding have been validly
tendered and not withdrawn with respect to the tender offer.

Accordingly, Merisant Worldwide has received the requisite
consents in order to effect the proposed amendments to the
indenture governing the Notes, as provided in the Offer to
Purchase and Consent Solicitation Statement dated May 20, 2004.
These consents may not be revoked unless the tender offer and
consent solicitation is terminated without any Notes being
purchased. Upon completion of the tender offer and consent
solicitation, holders who validly tendered Notes and validly
delivered consents prior to 5:00 p.m., New York City time, on June
9, 2004 and who do not withdraw the tendered Notes during the
additional withdrawal period that, as announced on June 3, 2004,
will arise if Merisant Worldwide has not accepted Notes for
payment pursuant to the terms of the tender offer prior to August
15, 2004, will receive the Total Consideration for such Notes.
Holders who have delivered consents and tendered Notes prior to
5:00 p.m., New York City time, on June 9, 2004, but who withdraw
tendered notes during the additional withdrawal period and do not
retender their Notes prior to the Expiration Date, will receive
the consent payment of $20.00 per $1,000 principal amount of
Notes, but will not receive the Tender Offer Consideration.

Consummation of the tender offer is subject to certain conditions,
including a financing condition. Subject to applicable law,
Merisant Worldwide may, in its sole discretion, waive or amend any
condition to the tender offer or consent solicitation prior to the
earlier of the first date on which Merisant Worldwide accepts
Notes for payment and June 22, 2004, unless extended, or extend,
terminate or otherwise amend the tender offer or consent
solicitation.

Credit Suisse First Boston LLC is the dealer manager for the
tender offer and the solicitation agent for the consent
solicitation. MacKenzie Partners, Inc. is the information agent
and Wells Fargo Bank, National Association is the depositary in
connection with the tender offer and consent solicitation. The
tender offer and consent solicitation are being made pursuant to
the Offer to Purchase and Consent Solicitation Statement, dated
May 20, 2004, and the related Consent and Letter of Transmittal,
which together set forth the complete terms of the tender offer
and consent solicitation, as amended as announced on June 3, 2004
and June 7, 2004. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc. at 212-929-5500. Additional information
concerning the terms of the tender offer and the consent
solicitation may be obtained by contacting CSFB at 1-800-820-1653.

                              *   *   *

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

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

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

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


MILACRON INC: Completes Key Refinancing Transactions
----------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading supplier of plastics
processing equipment and supplies, and industrial fluids,
completed a number of key refinancing transactions to strengthen
the company's balance sheet. These transactions were made possible
by shareholder approval of several proposals at the company's
annual meeting on June 9, 2004. In summary, Milacron:

     -- Received from escrow cash proceeds of a private placement
        of $225 million in 11-1/2% senior secured notes due 2011,
        issued at a discount to effectively yield 12%;

     -- Made an initial draw of approximately $23 million,
        including letters of credit, on a new four-year, $75
        million senior secured revolving credit facility led by
        JPMorgan Chase;

     -- Paid off a bridge credit facility with Credit Suisse First
        Boston, under which approximately $110 million was drawn,
        including letters of credit;

     -- Repurchased EUR 114.99 million of Milacron Capital
        Holdings B.V.'s EUR 115 million 7.625% guaranteed bonds
        due 2005; and

     -- Issued 500,000 shares of 6% Series B convertible preferred
        stock to Glencore Finance AG and Mizuho International plc
        in exchange for their debt ($70 million in Series B Notes)
        and equity (15 million shares of common stock).

As a result of these transactions, Milacron has increased its
equity base, established a source of revolving credit through 2008
and consolidated all its major term debt into one obligation
maturing in 2011.

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 CORP: Names Loyd Warnock As SVP For Governmental Affairs
---------------------------------------------------------------
Mirant Corp. (Pink Sheets: MIRKQ - News) announced on June 3, 2004
that Loyd (Aldie) Warnock, 45, has joined the company as senior
vice president, governmental and regulatory affairs.  He will
report to president and chief executive officer, Marce Fuller.

Warnock will lead Mirant's federal and state legislative and
regulatory activities, serve as primary contact with regional
transmission organizations and oversee all policy matters related
to these areas.  He will also represent Mirant at the Federal
Energy Regulatory Commission, the Electric Power Supply
Association, the Edison Electric Institute and various public
utility commissions.

"Aldie's 22 years of energy-sector experience, proven track
record, strong negotiation skills and extensive network of
contacts made him the right choice to fill this important role.
He will strengthen our management team through complementary
knowledge and perspectives," said Fuller.  "We are very confident
that Aldie's governmental and regulatory efforts can make a
valuable contribution to the goal of achieving our long-term
business plan, and the development of competitive wholesale power
markets in the U.S."

Prior to joining Mirant, Warnock was vice president, regulatory
affairs at Reliant Energy.  In this role, he oversaw state and
federal regulatory strategies that supported the company's
wholesale and retail operations, and served as Reliant's primary
liaison with FERC and PUCs across the country. Warnock has also
held key positions at Houston Lighting and Power Company,
including director, regulatory relations during deregulation of
the Texas energy market.

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: Committee Brings-In Winston & Strawn as Attorneys
--------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in
MJ Research, Incorporated's chapter 11 case sought and obtained
approval from the U.S. Bankruptcy Court for the District of Nevada
to hire Winston & Strawn LLP as its counsel.  

To help the Committee to execute faithfully its duties on behalf
of the creditors as a whole, Winston & Strawn will:

   a) provide legal advice to the Committee with respect to its
      duties and powers in this case;

   b) consult with the Committee and the Debtor concerning the
      administration 16 of this case;

   c) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtor, operation of the Debtor's business, and the
      desirability of continuing or selling such business and/or
      assets, and any other matter relevant to this case or to
      the formulation of a plan;

   d) assist the Committee in the evaluation of claims against
      the estate, including analysis of and possible objections
      to the validity, priority, amount, subordination, or
      avoidance of claims and/or transfers of property in
      consideration of such claims;

   e) assist the Committee in participating in the formulation
      of a plan, including the Committee's communications with
      unsecured creditors concerning the plan and the collecting
      and filing with the court acceptances or rejections of
      such a plan;

   f) assist the Committee with any effort to request the
      appointment of a trustee or examiner;

   g) advise and represent the Committee in connection with
      administrative matters arising in this case, including the
      obtaining of credit, the sale of assets, and the rejection
      or assumption of executory contracts and unexpired leases;

   h) appear before this Court, any other federal court, state
      court or appellate courts; and

   i) perform such other legal services as may be required and
      which are in the interests of the unsecured creditors.

John D. Fredericks, Esq., reports that Winston & Strawn will bill
the Debtor its customary hourly rates:

         Designation           Billing Rate
         -----------           ------------
         Partners              $330 to $695
         Associates            $190 to $430
         Paraprofessionals     $40 to $215
   
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.


MOBILEPRO CORP: CEO Jay Wright Issues Letter to Shareholders
------------------------------------------------------------
MobilePro Corp. (OTC Bulletin Board: MOBL) President and CEO Jay
Wright issued the following Letter to Shareholders:

Dear Shareholders:

Many of you have emailed the company in recent days asking
questions regarding the company's strategy, acquisitions,
financing and stock price. I would like to take this opportunity
to recap some of our key accomplishments over the past six months,
address a number of your questions, outline our go- forward
strategy and hopefully alleviate some concerns which may have
arisen.

                  Strategy and Acquisitions

              Technology Division -- Neoreach

When I became CEO of MobilePro in December, the company had the
beginnings of a good technology portfolio with five wireless
antenna patents, a modem device and some ideas on a Zigbee
semiconductor chip. Since that time, we have filed for a new
patent application on our semiconductor chip technology and are
now in the development stage. We are also looking at applying for
patents on some other interesting technology applications over the
coming months.

Our strategy on the technology side of our business is twofold:
first, we are going to push forward with development of our Zigbee
semiconductor chip in a cost-effective way; second, we will look
to monetize the remainder of our portfolio. We are currently
looking at partnership opportunities to best leverage our
intellectual property in the Zigbee area and hope to have news to
report to you this summer. Development of semiconductor chips is
inherently a risky, but potentially very lucrative business. We
believe that we have something quite useful in the patent
application we submitted in April, something which we believe has
application in many areas of wireless including Wi-Fi, Bluetooth
and Zigbee.

The remainder of our IP Portfolio we will look to monetize via
licensing or joint venture. John von Harz, one of our advisory
board members, is looking at uses for our wireless antenna
patents. We are also starting to look at applications for our
modem technology.

Going forward, our focus will be on our Zigbee semiconductor chip
and related wireless applications. Wireless technology has a large
addressable market and we will seek to grab a portion of that
market for MobilePro. At some future point, it may make sense to
"spin-off" Neoreach into a separate public company. Management and
the Board of Directors will continue to evaluate the propriety and
timing of such a strategy.

Telecommunications Division -- Nationwide Internet and
Subsidiaries

In December, MobilePro was still a development stage company. In
everyday language, the company had $0 of revenue. My goal was to
quickly change that. And we have.

Nationwide Internet and its three subsidiaries are generating
approximately $5.3 million in annual revenue and an expected $1.2
million in earnings before interest, taxes, depreciation and
amortization. When fully integrated together early in the third
quarter, we expect this contribution to offset recurring corporate
overhead and research and development costs and make the company
cash flow positive.

We also have signed five other letters of intent to acquire
additional telecommunications assets. In aggregate, they generate
an estimated $8.7 million in revenue and $1.8 million in EBITDA.
Thus, if we were to close all five transactions, we would have
revenue of $14.0 million and EBITDA of nearly $2.0 million. Please
note that due to lags in SEC filings, these acquisitions, if
completed, may not be reflected fully in our financial statements
for many months to come.

Our pipeline for telecommunications acquisitions is strong as
well. We are looking today at acquisitions with expected
annualized revenue of approximately $103 million and EBITDA of
approximately $15 million.

The intermediate and long-term strategy for our telecommunications
division is to continue building revenue, cash flow, and
customers. Then, with a sufficiently large base, we intend to look
to implement a Voice over Internet Protocol technology, integrate
our operations, opportunistically expand wireless operations,
create a national branding strategy and drive operating costs down
and operating margins up, in short, create a new significant
player in the telecom marketplace. We would expect to pursue this
phase of our plan in 2005.

We currently own 10% of one VoIP company as part of our
acquisition of August.net. We are also looking at other
acquisitions of technology and technology companies which will
allow us to leverage our projected customer base most effectively.
With the huge deployed base of fiber in the United States and
opportunities on the satellite front, we continue to believe that
IP is the future of telecommunications and we intend to be in the
vanguard of companies deploying VoIP broadly. Expect to hear more
from us in the coming months as we develop this strategy. We are
excited about VoIP's promise and believe it is a substantial
opportunity to exploit. An additional wrinkle is the opportunity
to sell Zigbee chips or other proprietary technology to our
customer base.

One final point on acquisitions. We are only interested in making
acquisitions of companies which have a solid revenue stream,
established customer base and are cash flow positive upon our
acquisition. Specifically, management looks at the contribution of
each acquisition to revenue per share, EBITDA per share and
earnings per share as key metrics in making an acquisition
decision. That is crucial to building intrinsic value per share in
our stock.

                         Financing

Perhaps no other area has generated more questions and comments
than our recently announced $100 million Standby Equity
Distribution Agreement that we obtained from Cornell Capital.

Let me summarize why we entered into the SEDA with Cornell. First,
the SEDA gives us access to capital when we want it and in
quantities that we want. Thus, if we need $1 million to close an
acquisition, I am able to contact Cornell and have them provide
the funds in a timely way. This means that we can raise capital as
needed, rather than in a single lump as is the case with a PIPE,
secondary offering, or regular private placement offering. As a
result, we don't issue shares until and unless needed. Those
shares that are issued under the line are sold by Cornell over a
10-week or longer period. And Cornell has restrictions under the
SEDA on shorting our stock. All these protections allow us to
raise capital as we build intrinsic value in the company, not at
the beginning when our stock price is presumably the lowest and
most dilutive. In my view, using $1 million of equity funding to
acquire private company assets which may be worth $2 million or $3
million in a public vehicle is a good use of shareholders' money.

Second, having access to $100 million of capital gives us the
firepower to look at deals from a position of strength. Potential
sellers are much more likely to listen to us and receive our
offers knowing that we have the ability to close deals. Third, we
can look at larger deals which have the potential of increasing
intrinsic value more quickly. With only $10 million under our
prior line, we could not look at a $15 or $20 million transaction.
Now we can.

Next, having the SEDA gives us leverage to negotiate a
subordinated or mezzanine debt package on more favorable terms. We
are currently looking at adding $15-20 million of debt to our
capital structure. This would allow us to do acquisitions without
issuing additional shares. Without the SEDA, negotiating such a
deal would be difficult, if not impossible.

Finally, having the SEDA allows us to recruit high quality
executives. Kevin Kuykendall joined us only after we solidified
the SEDA. And he has brought with him tremendous deal flow on the
voice side of the business and experience with VoIP.

The concern raised about the SEDA is one word: dilution. Some
shareholders are fearful that management will take the money from
the SEDA, issue a lot of shares and then not do anything useful
with the money. That would give shareholders a smaller equity
stake in a company no more valuable than it is today. In short,
dilution.

Here's my view. If management takes the capital from the SEDA and
uses it to either acquire good, cash generating businesses or
acquire or build new, exciting technologies, then the value of the
enterprise should rise on a per share basis. That is the
definition of accretive: when an acquisition adds not just to the
total value, but to the per share value of an enterprise. Warren
Buffet could acquire additional businesses for Berkshire Hathaway
and expand the value of his company, but he chooses to be very
selective because only a few add to the per share value of that
company. We are looking to do likewise.

To maximize the likelihood that we do accretive things with the
SEDA, MobilePro has a process by which all acquisitions are
reviewed by our board of directors prior to executing a definitive
agreement. Management reviews the financials of all potential
acquisitions and we do appropriate technical due diligence. We
have a world-class law firm, Schiff Hardin, assist with the
diligence and prepare the acquisition documents and we have a
post-closing audit performed by our auditors with appropriate
deductions from the purchase price for liabilities that they
unearth.

In summary, we believe that the SEDA is a huge asset to MobilePro
and the concerns about dilution are overblown.

To that end, I am going to put my money where my mouth is and
hereby voluntarily agree to extend the lockup of my equity in MOBL
for 17 additional months until the end of my employment contract
in April 2006. For those long- term shareholders who wish to join
me in what I think is a great business opportunity, this move
fully aligns my interests with you.

                         Stock Price

Those of you who have written to me previously know that I am more
concerned about building the intrinsic value per share of our
company than in the minute-to-minute fluctuations in our stock
price. That said, the recent sharp decline with no apparent reason
does cause me concern because it raises our cost of capital for
acquisitions and creates unneeded stress for some of our
shareholders. Let me, therefore, address some issues raised by our
shareholders.

First, it has come to light that MOBL has been listed on the
Berlin Stock Exchange by some brokers in Germany. Rumors about so-
called "naked shorting" have also been circulating, despite
minimal apparent volume on the Berlin Exchange. Let me be clear: I
take market manipulation, including naked shorting, very seriously
and we will look to take or trigger action, including SEC or other
enforcement action or a delisting action, if necessary. Further,
short sellers run a serious risk with our company: we are
contemplating and pursuing strategies, including a possible spin-
off of Neoreach and potential large acquisitions, which are
difficult, if not impossible, to hedge against and could result in
serious losses to someone caught short.

Second, as addressed above, concerns have been raised about
Cornell shorting our stock. Not only is that restricted under the
SEDA, but the structure of the SEDA itself would make that a risky
strategy for Cornell, even if permitted, because of the way the
pricing works -- namely, the pricing is done weekly, not all at
once. It is my view, therefore, that "Cornell shorting" is more
bogeyman than reality. If evidence to the contrary comes to my
attention, we will aggressively pursue all available remedies.

Finally, some of you have asked about MobilePro getting a U.S.
exchange listing and about a reverse stock split. On reverse stock
splits, I am philosophically opposed to them. They generally
destroy shareholder value and we are not currently looking at a
reverse split. In fact, in only three instances does it make sense
to even consider a reverse split: in connection with a significant
acquisition, a significant value added financing or in conjunction
with achieving a minimum price for listing on a stock exchange
such as the Nasdaq. As for a listing, we are not focused on that
right now due to the substantial opportunities on our plate, but
will look at some future date at "moving up" provided it does not
require a large reverse split.

In closing, I would like to personally thank each and every
shareholder for their support. Stock prices do not go up every
day, but the strategies we are pursuing, I am confident, will
cause our intrinsic value per share to continue to climb. That
will, I strongly believe, translate into positive shareholder
value over time. I am proud to be your CEO and look forward to
continuing building MobilePro into a large, profitable company.

Very sincerely yours,

Jay O. Wright
President and Chief Executive Officer
MobilePro Corp.

                   About MobilePro Corp.

MobilePro Corp. is a wireless technology and broadband Internet
services company based in Bethesda, Maryland with operations in
Hurst, Dallas and Beaumont, Texas and Shreveport, Louisiana. The
company is focused on creating shareholder value by developing
innovative wireless technologies, acquiring and growing profitable
broadband Internet service providers and forging strategic
alliances with well-positioned companies in complementary product
lines and industries.

At March 31, 2004, Mobilepro Corp.'s balance sheet shows a
stockholders' deficit of $2,109,795 compared to a deficit of
$1,319,534 at December 31, 2003.


NATIONWIDE ELECTRICAL: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nationwide Electrical Supply, Inc.
        aka Ideal Electric
        aka Mohegan Electric
        211 Kisco Avenue
        Mount Kisco, New York 10549

Bankruptcy Case No.: 04-22935

Type of Business: The Debtor is a Wholesale Electrical
                  Distributor & Retail Lighting Showroom
                  Operator.

Chapter 11 Petition Date: June 10, 2004

Court: Southern District of New York (White Plains)

Debtor's Counsel: Harold D. Jones, Esq.
                  Jaspan Schlesinger Hoffman, LLP
                  300 Garden City Plaza
                  Garden City, NY 11530
                  Tel: 516-746-8000
                  Fax: 516-393-8282

Total Assets: $1,924,827

Total Debts:  $4,526,656

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Gerald A. Pinsky                                        $550,000
515 Green Place
Woodmere, NY 11598

Lightolier Inc.                                         $383,420
631 Airport Road
Fall River, MA 02720

IBEW Local 1430               Health                    $101,286

Colonial Wire & Cable                                    $77,568

James Eder                                               $63,100

Lutron Electronics Co. Inc.                              $55,371

Murray Electrical Products                               $51,161

American Express Company                                 $50,458

Joseph Esposito                                          $47,870

Highland Valley Industrial                               $37,352
Inc.

Levitton Mfg.                                            $32,793

Hadco Arch Outdoor Light                                 $32,307

State Insurance Fund                                     $32,080

Satco Products Inc.                                      $29,331

Cooper Lighting                                          $28,556

Progress Lighting                                        $27,762

RAB Electric MFG. Inc.                                   $26,569

Coronet Inc.                                             $23,541

Stein & Stein Attorneys at                               $19,872
Law

National Lighting Co. Inc.                               $19,220


NATURADE INC: Appoints Zreik As EVP-Sales & Kasprisin As COO
------------------------------------------------------------
Marwan Zreik has been named executive vice president of sales, and
Stephen Kasprisin has been appointed chief operating officer at
Naturade, Inc. (OTCBB:NRDC), a leading marketer of heart health
and weight management products under the brand names Naturade
Total Soy and Diet Lean(TM), it was announced by Bill Stewart,
chief executive officer.

Zreik, previously the Company's chief operating officer, will
assume the responsibility for sales in the mass market, health
food and international channels. Kasprisin, the Company's current
chief financial officer, will assume responsibility for overall
operations management of the organization, including distribution,
purchasing, order entry and vendor relationships. In addition, he
will retain his duties as the Company's CFO and principal
accounting executive. Both Zreik and Kasprisin will report to
Stewart.

Zreik, a Certified Clinical Nutritionist, joined Naturade in 1997
and was responsible for all aspects of the Company's distribution,
purchasing, customer service, research and development and quality
control. He will continue to lead the Company's product research
and development efforts, customer service and quality control
while participating as a member of the Company's new product team.
Zreik received his B.S. degree in animal physiology and
neuroscience from University of California-San Diego, a M.S.
degree in physiology and biophysics from Georgetown University and
an M.B.A. from the University of Southern California.

Kasprisin, who joined the Company in March 2003, brings over 25
years of experience in progressive leadership roles to Naturade,
including financial and operating management of consumer products
sold to the food and drug trade and in manufacturing businesses.
He received a B.A. from Baldwin-Wallace College, and is a CPA,
having started his career with PriceWaterhouseCoopers.

"The realignment of our management team provides the Company with
additional focus on market penetration while maintaining the high
standards of customer service and operations management we have
come to expect," says Stewart. "Marwan and Steve have proven their
ability to work in concert, and I am confident that the entire
management team will continue to pull together to make Naturade a
success. I am excited about the resources we can bring to bear on
this challenging consumer environment and am equally excited about
our prospects for the near- and long-term future," adds Stewart.

Headquartered in Irvine, California, Naturade provides healthy
solutions for weight loss consistent with its commitment -- since
1926 -- to improve the health and well-being of consumers with
innovative, natural products. Its premier brand, Naturade Total
Soyr, is a complete line of meal replacement products for weight
loss and cholesterol reduction, which is sold at major supermarket
and club, health food, drug and mass merchandise stores throughout
the U.S. and Canada. Well known for over 50 years of leadership in
soy protein, Naturade also markets a complete line of protein
boosters for low carbohydrate dieters, a new line of safe, natural
weight loss products under the Diet Lean(TM) brand and a line of
SportPharmar sports nutrition products for fitness-active
consumers. Naturade's other brands include Calcium Shake(TM),
Naturade Total Soy Menopause Relief(TM), Power Shaker and Aloe
Vera 80r. For more information, visit http://www.naturade.com/

At March 31, 2004, Naturade Inc's balance sheet shows a
stockholders' deficit of $3,462,380 compared to a deficit of
$2,861,638 at December 31, 2003.


NEXMED: Plans Additional Financing Through Partnering Agreements
----------------------------------------------------------------
NexMed Inc. has an accumulated deficit of $89,203,101 at March 31,
2004 and the Company expects to incur additional losses throughout
2004. The Company's current cash reserves raise substantial doubt
about the Company's ability to continue as a going concern.
Management anticipates that it will require additional financing,
which it is actively pursuing, to fund operations, including
continued research, development and clinical trials of the
Company's product candidates.

Management plans to obtain the additional financing through
partnering agreements for Alprox-TD(R) and some of its other
products under development using the NexACT(R) technology as well
as through the issuance of debt and/or equity securities. If the
Company is successful in entering into partnering agreements for
some of its products under development using the NexACT(R)
technology, it anticipates that it will receive milestone
payments, which may offset some of its research and development
expenses. Although management continues to pursue these plans,
there is no assurance that the Company will be successful in
obtaining financing on terms acceptable to it. If additional
financing cannot be obtained on reasonable terms

NexMed, Inc. is an emerging pharmaceutical and medical technology
company, with a product development pipeline of innovative
treatments based on the NexACT(R) transdermal delivery technology.


ORBITAL SCIENCES CORP: S&P Raises Corporate Credit Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB-' from 'B+', on Orbital
Sciences Corp. The outlook is stable. The company has $135 million
in rated debt.

"The upgrade reflects Orbital's improved credit profile, supported
by adequate liquidity, better operating performance, and a sizable
backlog," said Standard & Poor's credit analyst Christopher
DeNicolo.

The ratings on Dulles, Virginia-based Orbital reflect the
company's modest size and the risky nature of the launch business,
offset somewhat by leading positions in market niches and
increased military spending, especially related to national
missile defense.

Orbital is a leading provider of small launch vehicles and small
Geostationary communications satellites, as well as boost vehicles
and targets for missile defense programs. The company has divested
a number of units in recent years to focus on its core launch
vehicle and satellite operations. The launch vehicle segment (50%
of first-quarter 2004 revenues) has been bolstered by a contract
with Boeing Co. to develop the booster for the Ground-based
Midcourse Defense program, which could be worth $1 billion over
the life of the contract. This contract contributed around half
the revenues and earnings for this segment in 2003. In addition,
the company was also on the winning team for the Kinetic Energy
Interceptor, a separate missile defense program. The total
Department of Defense budget for the missile defense program is
expected to increase to $10.7 billion in fiscal 2005 from $9.5
billion in 2004. Orbital's Pegasus and Taurus small launch
vehicles have been affected by weakness in the overall launch
services market, but have recently won contracts to launch
NASA scientific satellites.

The company's satellite and related systems segment (46%) has been
negatively affected by weak demand for GEO communications
satellites, offset somewhat by higher sales in the science,
technology and military low earth orbit satellite product line.
The GEO satellite program had been operating at a loss due to
development costs, but is now profitable. Revenues in the
transportation management systems (TMS) unit (5%) declined
significantly in 2003 and into 2004 as a result of a number of
contracts nearing completion. Software development problems
required Orbital to increase the cost to complete on certain
contracts, resulting in an operating loss for TMS in 2003. As
contracts that are in a loss position are completed, profitability
in this segment should improve; it was breakeven in the first
quarter of 2004. Consolidated firm backlog was a healthy $940
million at March 31, 2004, providing good visibility for future
revenues and earnings.

Revenues, profitability, and cash flows are expected to benefit
from the missile defense contract and improved satellite
operations, resulting in an overall financial profile appropriate
for the rating over the intermediate term.


OWENS CORNING: Court Approves Stipulations With Four Claimants
--------------------------------------------------------------
Owens Corning entered into a stipulation with four claimants,
which the Court approved:

   (1) The Debtors and the State of Louisiana agree that the
       State will be deemed to have a general, unsecured non-
       priority claim for $2,000,000 against Owens Corning,
       solely for voting purposes;

   (2) A.H. Bennett and the Debtors agree that A.H. Bennett will
       be deemed to have a general, unsecured, non-priority claim
       for $2,000,000 against Owens Corning, solely for voting
       purposes;

   (3) A.W. Kuettel and the Debtors agree that A.W. Kuettel will
       be deemed to have a general, unsecured non-priority claim
       for $400,000 against Owens Corning, solely for voting
       purposes; and

   (4) Plant Insulation Company and the Debtors agree that Plant
       Insulation will be deemed to have a general, unsecured
       non-priority claim for $20,000,000 against Fibreboard
       Corporation, solely for voting purposes.

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: Agrees to Resolve California State Dispute for $84MM
-----------------------------------------------------------------
In a Court-approved stipulation, Pacific Gas and Electric Company
PG&E and the People of the State of California, ex. rel. the
California Energy Resources Scheduling division of the Department
of Water Resources, agree to resolve DWR's unsecured, non-priority
claim -- Claim No. 12323 -- which was subsequently amended by
Claim No. 12592.  Pursuant to the Stipulation, the parties agree
that:

   (a) Claim No. 12592 will be allowed as an $84,487,319 general
       unsecured claim, subject to adjustment.  The Allowed Claim
       Amount will be treated like any other similar allowed
       general unsecured claims in PG&E's bankruptcy cases.  The
       Allowed Claim Amount reflects satisfaction of PG&E's
       obligations with respect to:

       -- payments made by DWR for prepetition prescheduled
          electric power and imbalance electric power supplied to
          retail customers in PG&E's service territory; and

       -- certain invoices by California Independent System
          Operator Corporation relating to charges incurred from
          and after January 17, 2001 relating to transmission,
          distribution, and administrative costs, consistent with
          the table of cost categories and specific associated
          CAISO charge types, and for energy and non-energy-
          related CAISO invoice amounts paid by DWR on behalf of
          PG&E attributable to servicing municipal utilities and
          other wholesale entities from and after January 17,
          2001.

       To the extent that there are any true-ups or adjustments
       to the prepetition Retail Energy Charges, the true-ups or
       adjustments will be implemented by PG&E and DWR pursuant
       to the 2002 Servicing Order adopted by California Public
       Utilities Commission on May 16, 2002, pursuant to Decision
       No. 02-02-048 and the 2003 Servicing Order adopted by the
       CPUC on December 19, 2002 pursuant to CPUC Decision No.
       02-12-072, and applicable CPUC, Federal Energy Regulatory
       Commission or non-bankruptcy forum directives and thus
       will not affect the Allowed Claim Amount;

   (b) Until the principal amount is paid, the Allowed Claim
       Amount will accrue postpetition interest, compounded
       monthly, at the monthly weighted average interest rate
       that PG&E earns on its short-term investments.  For the
       period through December 31, 2003, interest on the Allowed
       Claim Amount will be in the aggregate amount of
       $2,467,415.  Commencing on January 1, 2004, until 15 days
       after the Plan Effective Date, interest will be calculated
       on any outstanding balance -- as determined as of the
       Effective Date -- of the unpaid Allowed Claim Amount and
       accrued interest for the months within each quarter at a
       monthly average interest rate that PG&E earns on its
       short-term investments compounded monthly, which rate will
       be calculated by PG&E and communicated to DWR.  Commencing
       on the 16th day after the Effective Date, interest will be
       calculated on any outstanding balance of the unpaid
       Allowed Claim Amount and accrued interest as calculated
       for the months within each quarter at prime rate plus 3%
       compounded monthly, consistent with the 2003 Servicing
       Order.  PG&E will make quarterly interest payments on any
       outstanding balance of the unpaid Allowed Claim Amount and
       accrued interest for the months within each quarter;

   (c) In the event that there is an adjustment of the CAISO
       Disputed Charges resulting from additional adjustments,
       refunds, re-runs, or modifications by the CAISO -- of
       other FERC designated entity -- for the period from
       January 17, 2001 through the Petition Date, that PG&E or
       DWR pays to or is credited by the CAISO, the Allowed Claim
       Amount will be adjusted according to the principles set
       forth by the Operating Agreement as directed by the CPUC
       in Decision No. 03-04-029 on April 3, 2003, or any
       successor CPUC order or agreements between the parties,
       without the necessity of further Court approval.  In the
       event of an adjustment to the Allowed Claim Amount after
       the Plan Effective Date, the principles of the Operating
       Agreement will govern the rights and obligations of the
       parties;

   (d) Notwithstanding any other provision of the Stipulation, in
       in the event that DWR is determined to be financially
       responsible for a certain disputed PX Invoice, the parties
       agree that the Allowed Claim Amount will be adjusted for
       any amounts attributable to the period from January 17,
       2001 through February 14, 2001 for the imbalance energy
       purchases made under the CAISO Scheduling Coordinator
       Identification No. PXC1 based on a certain invoice
       generated by the California Power Exchange Corporation.
       The amount of the Disputed PX Invoice issued to PG&E is
       approximately $30 million and DWR's potential liability
       with respect to the Disputed PX Invoice is yet to be
       determined by FERC.  Any disputes over the amount of, the
       payment of, or PG&E's liability for, the Disputed PX
       Invoice will be resolved in the otherwise applicable non-
       bankruptcy forum;

   (e) The parties agree that the Allowed Claim Amount will be
       adjusted for any amounts owed under Decision 03-09-017 for
       the Disputed Under-Remittance Interest relating to certain
       interest on PG&E's under-remittances associated with the
       Western Area Power Administration load to be paid to DWR.
       Any disputes over the amount of, the payment of, or PG&E's
       liability for, the Disputed Under-Remittance Interest will
       be resolved in the otherwise applicable non-bankruptcy
       forum.  In the event an adjustment to the Allowed Claim
       Amount after the Plan Effective Date, the parties will
       comply with any applicable orders issued in the non-
       bankruptcy forum; and

   (f) DWR represents and warrants that it has neither assigned
       nor transferred any portion of the Claim.

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


PARMALAT GROUP: US Creditors Examine GE Capital & Citigroup Deals
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors wants the U.S.
Bankruptcy Court's permission to take oral depositions from
people at the Parmalat U.S. Debtors with specific knowledge
regarding the Debtors' master lease agreement with GE Capital
Corporation, and their Receivables Purchase Agreement and the
credit facility transactions with Citigroup, Inc.  The Committee
is presently investigating claims and causes of action against GE
Capital and Citigroup.

GE Capital and Farmland Dairies, LLC, are parties to a Master
Lease Financing Agreement dated April 30, 2003, as well as a
$35,000,000 postpetition financing arrangement.

Citigroup, as Agent and as successor-in-interest to Eureka
Securitisation plc, entered into the Receivables Purchase
Agreement on November 2, 2000, as amended, with Farmland and Milk
Products of Alabama, LLC.  The Debtors are also parties to a
prepetition $7,000,000 credit facility with Citigroup, with
respect to which a $2,000,000 payment was made to Citigroup in
December 2003.

The U.S. Debtors and the Creditors Committee have been discussing
the possibility of interviewing the Debtors' employees with
knowledge of the Lease Agreement, the Citigroup Agreement and the
Citigroup Credit Facility.  Although some interviews have already
been scheduled and one has been completed, the Debtors have been
unable to confirm an interview with Nash Lakha, a director and
former officer of the Debtors, and the one with the most specific
and comprehensive knowledge about the Master Lease, Citigroup
Agreement and Credit Facility.

Considering the time constraints imposed by the June 30, 2004
deadline, the Creditors Committee determined at this time to
proceed with a Rule 2004 examination rather than an interview of
Mr. Lakha without prejudice to its right to seek Rule 2004
examinations of other employees, representatives or agents of the
Debtors.  Mr. Lakha does not oppose the Committee's request to
depose him pursuant to Rule 2004.

The Creditors Committee also wants the U.S. Debtors to produce
certain documents, to the extent they have not yet been produced,
including:

    1. All federal and state tax returns for the Debtors for the
       years 2000 and 2001;

    2. All audited and unaudited financial statements for the
       Debtors for the year 2000;

    3. All financial projections for the Debtors for the years
       2002 and 2003;

    4. A list of all equipment owned or acquired by Farmland
       Dairies from the years 2002 to the present;

    5. Copies of all equipment appraisals and inventories
       performed or commissioned by or on behalf of Farmland
       from the years 2002 to the present;

    6. All credit or loan applications and any other documents
       submitted by or on behalf of Farmland Dairies relating to
       or in connection with the Master Lease;

    7. All credit or loan applications and any other documents
       submitted by or on behalf of Farmland and Milk Products
       relating to or in connection with the Citigroup Agreement;

    8. All documents relating to any request or the decision made
       to include Mother's Cake and Cookie Co. and Archway
       Cookies, LLC, as parties to the Citigroup Agreement;

    9. All documents and communications relating to Parmalat
       USA's $7,000,000 credit arrangement with Citibank; and

   10. All documents and correspondence relating to Parmalat
       USA's $5,000,000 credit arrangement with UniCredito
       Italiano.

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


PEGASUS: Obtains Interim Nod to Prioritize Intercompany Claims
--------------------------------------------------------------
According to Robert J. Keach, Esq., at Bernstein, Shur, Sawyer &
Nelson, in Portland, Maine, the Pegasus Satellite Communications,
Inc. Debtors fund certain intercompany transactions involving
intercompany trade and intercompany capital needs of the Debtors.  
Intercompany trade relates to the transaction of goods and
services between various Debtors.  The intercompany capital needs
are transactions through which Pegasus Satellite Television, Inc.,
and Pegasus Broadcast Television Inc., fund certain working
capital needs of their subsidiaries.  

Reimbursements made to Pegasus Communications Management Company
are disbursed from the Direct Broadcast Satellite Concentration
Accounts, in accordance with the terms of a Services Support
Agreement.

Any amount entered into the accounts payable system results in a
charge to the subsidiary and a credit in an intercompany payable
account. At Pegasus Satellite, a payable is recorded and an
intercompany receivable is charged to offset the liability at the
affiliate company.  When amounts are disbursed, the liability
that was transferred to Pegasus Satellite is relieved and a
credit for the cash disbursement is recorded.

Mr. Keach points out that the Intercompany Transactions are an
integral part of the Debtors' Cash Management System and critical
to meeting the liquidity needs within the Debtors' organization.  
Because the Debtors are part of an integrated business,
throughout the entirety of these transactions, the funds remain
within the spectrum of the Debtors' control.  Furthermore, the
Cash Management System allows for the accurate tracking and
tracing of all Intercompany Transactions.  The Debtors believe
that the continuation of the Intercompany Transactions is
beneficial to their estates and creditors and, thus, the
Intercompany Transactions should be permitted.  The loss of
liquidity within the Debtors' organization provided by the
Intercompany Transactions would threaten the Debtors' ability to
reorganize successfully.  

If the Court authorizes continuation of the Intercompany
Transactions, at any given time there may be balances due and
owing from one Debtor to another.  These balances represent
extensions of intercompany credit.  The Debtors have maintained
and will continue to maintain records of those transfers,
including records of all current intercompany accounts receivable
and accounts payable.

To ensure that each individual Debtor will not, at the expense of
its creditors, fund the operations of another entity, the Debtors
ask the Court that all intercompany claims against a Debtor by
another Debtor arising after the Petition Date as a result of
Intercompany Transactions through the Cash Management System be
accorded administrative expense priority status.  

If Intercompany Claims are accorded priority status, Mr. Keach
explains that each entity utilizing funds flowing through the
Cash Management System will continue to bear ultimate repayment
responsibility for the borrowings.

                          *     *     *

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

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


PETCO: Leonard Green & Texas Pacific Put 5MM Shares Up for Sale
---------------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq: PETC) announced that
affiliates of Leonard Green & Co. and Texas Pacific Group have
agreed to sell an aggregate of 5,000,000 shares of the company's
common stock with an expected price to the public of $32.10 per
share.  This sale is being made pursuant to the company's
registration statement previously filed with the Securities and
Exchange Commission. Morgan Stanley & Co. Incorporated is the
underwriter of the offering.  PETCO will not receive any of the
proceeds from the offering.

Copies of the final prospectus supplement and related prospectus
may be obtained from Morgan Stanley's Prospectus Department, 1585
Broadway, New York, New York 10036 when they are available.

                         *   *   *

As reported in the Troubled Company Reporter's March 8, 2004
edition, Standard & Poor's Ratings Services raised its ratings on
PETCO Animal Supplies Inc. The corporate credit rating was raised
to 'BB' from 'BB-'. The outlook is stable.

The upgrade reflects PETCO's improved financial profile and
continued strength in its operations. Due to the company's better
operating performance and modest debt reduction, credit protection
measures have strengthened. Standard & Poor's expects PETCO's
operations to remain solid, supported by its successful operating
strategy and merchandising skills.


PHILLIPS VAN HEUSEN: Reaffirms Earnings Guidance for FY 2004
------------------------------------------------------------
Phillips-Van Heusen Corporation (NYSE:PVH) announced during its
presentations at the Goldman Sachs 4th Annual Small-Cap Retail
Conference and the Piper Jaffray Equity Conference that it is
reaffirming the Company's May 19, 2004 earnings guidance for the
full fiscal 2004 year. These presentations can be accessed by
logging on to http://www.pvh.com/ and going to the "News Release"  
page under the "Investor Info" tab.

For the year, the Company continues to be estimating that earnings
per share will be in the range of $1.13 to $1.18, excluding
restructuring and other items. The Company continues to be
estimating that GAAP earnings per share for the year will be in
the range of $0.53 to $0.58 including such expenses. The following
table reconciles the Company's earnings per share estimates from
those computed under GAAP to the non-GAAP earnings per share
measure disclosed:

Earnings per share range computed under GAAP......$0.53 - $0.58

Effect on earnings per share range from the
elimination of restructuring and other items,
including costs associated with closing
underperforming retail outlet stores, exiting
the wholesale footwear business and early debt
extinguishment....................................$0.60

Earnings per share range, excluding
such costs........................................$1.13 - $1.18

                    About the Company

Phillips-Van Heusen Corporation (S&P, BB Corporate Credit Rating)
is one of the world's largest apparel and footwear companies. It
owns and markets the Calvin Klein brand worldwide. It is the
world's largest shirt company and markets a variety of goods under
its own brands, Van Heusen, Calvin Klein, Izod, Bass and G.H. Bass
& Co., and its licensed brands Geoffrey Beene, Arrow, Kenneth Cole
New York, Reaction by Kenneth Cole and BCBG Max Azia.


POLYPORE INC: S&P Places Low-B Ratings on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit, 'B+' senior secured debt, and 'B-' senior subordinated
notes ratings on Charlotte, North Carolina-based Polypore Inc. on
CreditWatch with positive implications. Polypore is a wholly
owned, indirect subsidiary of unrated Polypore International Inc.

"The CreditWatch listing follows Polypore International's filing
of a registration statement with the SEC for its proposed $300
million IPO of common stock," said Standard & Poor's credit
analyst Nancy Messer.

Proceeds from the proposed offering are to be used, in part, to
reduce the 8.75% senior subordinated notes, due 2012, issued
recently by Polypore Inc. About $150 million of the proceeds will
be used to redeem the series A preferred stock of Polypore
International held by its principal stockholder, Warburg Pincus.

On May 13, 2004, all the capital stock outstanding of Polypore
Inc. was purchased by Polypore International, which is controlled
by Warburg Pincus. At closing of the transaction, Polypore Inc.
had about $828 million of debt outstanding. Polypore is a global
manufacturer of micro-porous membranes, a filtration technology
used by makers of separations equipment found in health-care
markets and energy storage devices.

"We will resolve the CreditWatch listing after a review of
Polypore's financial policy and capital structure pro forma for
the proposed debt repurchase. If the improved credit profile is
judged to be sustainable, a ratings upgrade may be warranted," Ms
Messer said. "Depending on the amount of proceeds raised in the
stock offering, Polypore Inc.'s leverage could decline to a level
sufficient to warrant a one-notch upgrade."


RCN CORPORATION: Hiring AP Services as Crisis Managers
------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, RCN Corporation
seek the Court's authority to employ AP Services, LLC, to provide
them with certain temporary employees to assist the Debtors in
their restructuring efforts pursuant to the terms of an engagement
letter.

APS will provide John Dubel as its representative to serve as the
Debtors' President and Chief Operating Officer.  Mr. Dubel will
assist the Debtors in their operations with an objective of
restructuring the Debtors, and managing the Debtors'
restructuring efforts, including negotiating with parties-in-
interest and coordinating the "working group" of the Debtors'
employees and external professionals who are assisting the
Debtors in the restructuring.  Mr. Dubel will be assisted by a
staff of Temporary Employees provided through APS at various
levels, all of whom have a wide range of skills and abilities
related to this type of assignment.

Deborah M. Royster, RCN Corporation's General Counsel and
Corporate Secretary, tells the Court that Mr. Dubel is well
suited to provide the restructuring services required by the
Debtors.  Mr. Dubel is affiliated with the restructuring firm
AlixPartners, LLC, a leading corporate restructuring advisor.  
AlixPartners has a wealth of experience in providing services in
Chapter 11 cases and has an excellent reputation for the services
it has rendered on behalf of debtors in cases throughout the
United States.  APS, on the other hand, has provided, or is
currently providing, restructuring services in numerous large
cases.

According to the terms of the Engagement Letter, Mr. Dubel and
the Temporary Employees who will assist him will be compensated
at these hourly rates:

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

In addition to these hourly rates, the Debtors will pay directly
or reimburse APS upon receipt of periodic billings, for all
reasonable out-of-pocket expenses incurred in connection with the
assignment like travel, lodging, postage, actual telephone and
facsimile charges, and other expenses deemed reasonable and
necessary in the administration of the Debtors' estates.

Furthermore, APS received a $750,000 retainer to be applied
against the compensation, including expenses, specific to the
engagement and will hold the retainer for application in
accordance with the Engagement Letter.  Any unearned portion of
the retainer will be returned to the Debtors upon the termination
of the engagement.

The Debtors will also compensate APS for its efforts by the
payment of a Contingent Success Fee of:

   (a) $5,000,000 upon the completion of an out-of-court
       restructuring, the sale of a majority of the Debtors'
       assets, or the confirmation of a plan of reorganization
       that occurs before September 15, 2004; or

   (b) $4,000,000 upon the completion of an out-of-court
       restructuring, the sale of a majority of the Debtors'
       assets, or the confirmation of a plan of reorganization
       that occurs after September 15, 2004 but before
       February 15, 2005; or

   (c) $3,000,000 upon the completion of an out-of-court
       restructuring, the sale of a majority of the Debtors'
       assets, or the confirmation of a plan of reorganization
       that occurs after February 15, 2005.

The Debtors acknowledge that the Contingent Success Fee is an
integral part of APS' compensation.  However, APS and the Debtors
both acknowledge that the Contingent Success Fee is not payable
if APS is terminated for cause or if there is a conversion of
these cases.  They further acknowledge that the Contingent
Success Fee is subject to Court approval when earned.

The Debtors will provide Mr. Dubel with director and officers'
liability insurance coverage and Mr. Dubel will be entitled to
the benefit of the most favorable indemnities provided by the
Debtors to their officers and directors.

Ms. Royster informs the Court that APS will not be submitting
quarterly fee applications as prescribed by Sections 330 and 331
of the Bankruptcy Code because APS is not being employed as a
professional under Section 327.  However, 45 days after the end
of each quarter, APS will file a notice of compensation earned
and expenses incurred for the previous quarter with the Court and
the Office of the U.S. Trustee.  The compensation and expenses
are subject to Court review only in the event that an objection
to the notice is filed within 20 days of its service.

Ms. Royster also reports that APS is not yet aware of any
relationship, which would present a conflict of interest in these
cases.  Despite the efforts to identify and disclose the
connections that APS and its affiliates have with parties-in-
interest in these cases, because the Debtors are part of a large
enterprise with numerous creditors and other relationships, APS
is unable to state with certainty that every client relationship
or other connection has been disclosed.  In this regard, if APS
discovers additional information that requires disclosure, APS
will file a supplemental disclosure with the Court.

Additionally, Mr. Dubel assures the Court that APS holds no
adverse interest as to the matters for which is it has been
employed by the Debtors.  Certain individuals affiliated with APS
may render crisis and interim management services to the Debtors
on a part-time basis, while others have been, and will continue
to be, engaged full-time.  To the extent these individuals are
employed on a part-time basis, Mr. Dubel submits that there are
no simultaneous engagements existing which would constitute a
conflict or adverse interest as to the matters for which it has
been employed by the Debtors.

                       Wells Fargo Objects

The Debtors provide no explanation why it requires a multi-
million dollar crisis manager for what appears to be a pre-
packaged reorganization, Peter S. Goodman, Esq., at Andrews
Kurth, LLP, in New York, tells the Court.

To the degree a crisis manager is necessary, Wells Fargo &
Company, a substantial holder of RCN Corporation preferred stock,
complains that the Debtors fail to properly incentivize AP
Services to maximize recoveries in RCN's case.  To the contrary,
under the proposed compensation structure, APS would benefit from
completing a quick restructuring as proposed in the Debtors'
looming pre-packaged plan of reorganization, which places little
value to Wells Fargo.  It is blatantly prejudicial for the
Debtors to place a thumb on the scale against Wells Fargo, and
other equity holders, through the retention of professionals,
especially at this early stage before equity holders have
properly organized or even investigated the value of RCN's
assets.

Mr. Goodman explains that the Debtors intend to essentially
eliminate equity in a pre-planned reorganization in favor of its
unsecured creditors and debt holders.  Therefore, APS' retention
is unjustified given the pre-planned nature of the bankruptcy and
the large fees the Debtors would incur in retaining the firm.
Wells Fargo believes that the Debtors failed to provide a valid
reason for retaining APS beyond the canned information typically
provided in similar applications.

Since the reorganization is pre-planned, Wells Fargo notes that
it is unclear what value APS would be adding to justify its
success fee.  Furthermore, the Debtors' Application fails to
provide any information on whether the success fee is comparable
to other success fees in similar cases.

Additionally, Mr. Goodman points out that the success fee, which
the Debtors presumably intend to pay in connection with a
prepetition restructuring, should be approved as part of a plan
process and not as part of a first day order.

Wells Fargo, hence, asks the Court to deny the Debtors'
Application.

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)      


REEVES COUNTY, TX: Fitch Upgrades $89MM Certificate Rating To B
---------------------------------------------------------------
Fitch upgrades the underlying rating of approximately $89 million
Reeves County, TX certificates of participation-lease rentals to
'B' from 'CCC' and removes the bonds from Rating Watch Positive.
The Rating Outlook is Stable. The certificates are insured by
various financial guarantors. Certificates financed construction
of the west Texas county's 3000-bed prison, which markets itself
to federal and state correctional agencies.

The upgrade reflects Reeves County Detention Center's improved
ability to fund debt service and core operating costs under a new
agreement with the federal government and a new contract to house
Arizona state prisoners. The rating remains in the 'B' category,
indicating highly speculative credit characteristics, for several
reasons. First, RCDC's contracts are short term in nature, and
RCDC's history demonstrates the difficulty in assuming prisoner
populations from any agency will be predictable over a long
period. In 2003 expected federal occupancy of a new portion of the
facility did not materialize. Second, while RCDC's relationship
with a for-profit management company, The GEO Group, has proved
helpful in recent months, this relationship is now highly vital to
RCDC's continued ability to function. The management agreement is
terminable upon county nonpayment of an invoice, certificate
default, or other specified reasons. The GEO Group is not rated by
Fitch.

The county entered into an annually renewable contract with the
Arizona Department of Corrections in March to house up to 864 new
inmates in RCDC's phase three facility. More than 2,000 federal
inmates already are housed at RCDC. The Arizona contract and a
three-year intergovernmental agreement with the Federal Bureau of
Prisons executed in February have resulted in occupancy near the
projections of the county at the time of the last certificate
issuance in 2001. Accordingly, RCDC has more capacity than before
to meet its own debt service and core operating costs, at least
for the short term, so long as BOP and Arizona use the facility.
The ability of the facility to generate sufficient funds to pay
fees to its for-profit manager and surpluses to the county is less
certain.

A forecast assuming RCDC houses 3,039 inmates shows 1.51 times and
higher annual coverage of debt service, not counting management
fees, county transfers, and other subordinated costs. The same
forecast, assuming all subordinate payments and assumed or agreed-
upon annual revenue increases, shows a declining cash balance in
2005, followed by slowly increasing balances thereafter. While the
coverage and other projections are promising, they are reliant on
continued use of RCDC by BOP and Arizona, and the county's
contracts with each of these counterparties are short term in
nature. The 2001 certificates mature through 2013.

Net debt service on the certificates rises sharply beginning in
2005, from approximately $10.6 million in 2004 to $12.4 million in
2005. By agreement with The GEO Group, the county has agreed to
use its best efforts to 'restructure/refinance' its RCDC
obligations to reduce annual costs below currently scheduled
levels. The ability of the county to access the capital markets
for this purpose is unable to be assessed by Fitch.

'B' category ratings indicate highly speculative credit
characteristics. Significant credit risk is present, but a limited
margin of safety remains. Financial commitments are currently
being met; however, capacity for continued payment is contingent
upon a sustained, favorable business environment.


RELIANCE FINANCIAL: Disclosure Statement Hearing Set for July 7
---------------------------------------------------------------
Judge Gonzalez will convene a hearing on July 7, 2004 to consider
the adequacy of the Disclosure Statement with respect to the First
Amended Chapter 11 Plan of Reorganization filed by the Official
Unsecured Bank Committee for Reliance Financial Services
Corporation.  At the hearing, Judge Gonzalez will consider
whether the Disclosure Statement contains "adequate information"
within the meaning of Section 1125(a)(1) of the Bankruptcy Code,
and complies with Section 1125(b) of the Bankruptcy Code.

The Disclosure Statement filed by the Bank Committee on June 2,
2004 contains descriptions and summaries of:

   (a) the Plan;

   (b) RFSC's corporate and capital structure;

   (c) RFSC's business;

   (d) the events leading up to the Chapter 11 Case,

   (e) the claims asserted against RFSC's estate;

   (f) the new common stock to be issued under the Plan;

   (g) the settlement agreements (1) among the Bank Committee,
       the Official Committee of Unsecured Creditors, and the
       Insurance Commissioner of the Commonwealth of
       Pennsylvania, as Liquidator of Reliance Insurance Company,
       and (ii) among the Bank Committee and the Creditors
       Committee, on behalf of the estates of RFSC and RGH; and

   (h) risk factors affecting the Plan and RFSC's operations;

   (i) securities law and tax law consequences of the Plan.

The Disclosure statement also provides a discussion comparing the
estimated return that creditors will receive under the Plan
against the estimated return under a hypothetical liquidation of
RFSC under Chapter 7 of the Bankruptcy Code.  The Disclosure
Statement also contains financial information relevant to a
party's determination to accept or reject the Plan.

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)    


RURAL/METRO: Stockholders Vote to Authorize 17MM New Common Stock
-----------------------------------------------------------------
Rural/Metro Corporation (NASDAQ: RURLC) announced that its
stockholders voted to amend the company's certificate of
incorporation to authorize 17 million new shares of common stock
at its Annual Meeting in Scottsdale.

Approximately 5 million of the newly authorized shares will be
utilized immediately by the company to exchange all of its
outstanding preferred stock for common stock.  The company will
retain the balance of the new shares.

Jack Brucker, President and Chief Executive Officer, said, "Our
stockholders gave thoughtful consideration to this measure, and we
appreciate their support.  We look forward to initiating the
process to exchange the preferred stock held by our lenders and
eliminate the accretion that has been reducing our earnings-per-
share potential in the past year."

Stockholders also re-elected two independent directors at
Thursday's meeting. They are Cor J. Clement, Sr., Chairman of the
Board of Directors since 1998 and a Board member since 1992; and
Henry G. Walker, Board member since 1997.

Rural/Metro Corporation provides emergency and non-emergency
medical transportation and fire protection services in 24 states
and more than 400 communities throughout the United States.  For
more information, visit the company's web site at
http://www.ruralmetro.com/

                     About Rural/Metro

Rural/Metro Corporation -- whose March 31, 2004 balance sheet
shows a stockholders' deficit of about $209 million -- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 24 states and more than
400 communities throughout the United States. For more
information, visit the company's web site at
http://www.ruralmetro.com/


ST. LOUIS CHARTER: Fitch Affirms $6.1M Revenue Bond Rating at BB
----------------------------------------------------------------
Fitch Ratings affirms the underlying 'BB' rating on $6.1 million
outstanding Missouri Health and Educational Facilities Authority
educational facilities revenue bonds, tax-exempt series 2002A and
taxable series 2002B. The Rating Outlook is revised to Negative
from Stable. Payment of scheduled principal and interest is
insured by ACA Financial Guaranty Corp., whose insurer financial
strength is rated 'BBB' by Fitch and currently on Rating Watch
Evolving. The public charter school serves more than 900
kindergarten through eighth grade students in St. Louis, Missouri.
With steady enrollment, St. Louis Charter School has maintained a
sound balance sheet position, inclusive of supplemental debt
service and maintenance reserves accumulated. This is notable as
it occurred despite two consecutive years of challenging cuts in
state per pupil funding, which led to a deficit in fiscal 2003 and
a likely deficit in fiscal 2004, based on year-to-date figures.
The cuts have made it difficult for the school to expand coverage
levels and build a greater margin of safety in the face of future
increases in debt service, infrastructure replacement costs, and
personnel. The challenges the school may face in coping with these
and other costs is the basis for the Negative Rating Outlook.

The school's enrollment growth has been satisfactory, and this
remains a key credit strength. At the time the bonds were issued,
enrollment was 762. The official statement forecast projected
enrollment of 930 by school year 2003-2004. In the fall of 2002,
enrollment grew to 900 and now stands at 916. Enrollment growth to
930, the school's capacity, is budgeted for fall 2005 as the
eighth-grade class expands to capacity. Testing results have been
satisfactory to help ensure enrollment retention and growth,
according to school officials. No disputes with the school's
charter sponsor, the University of Missouri-St. Louis, are
reported. The school's charter runs through 2005, subject to
renewal.

Despite enrollment growth, revenues have lagged projections due in
large part to per pupil funding declines from $6,105 in fiscal
2002 to $6,025 in fiscal 2003 and $5,824 in fiscal 2004. Official
statement projections estimated revenues of the school would grow
to $8.3 million by fiscal 2004; instead, budgeted revenues for
this year are $7.7 million, with a positive year-to-date variance,
not counting summer school fees, through April 30. Budgeted
expenses in fiscal 2004 are $7.6 million; with a negative
variance, as of April, of $275,644 year-to-date. Payments from the
school district to the school reportedly have been running about
one week late, on average.

The school's management company projects that cash should be
accumulated to fund a replacement reserve up to $750,000, which
will be needed for roof repairs in fiscal 2005 or 2006. The
decline in per pupil revenues seems likely to be a major factor in
keeping unrestricted cash balances very low; they were $51,074 at
the end of fiscal 2003, or under 1% of the school's general fund
expenditures. At March 31, unaudited cash of the school equaled
just $64,805. Bond-funded and other debt service reserves totaled
$783,520, as of March 31, or well over one year of debt service
payments. Over time, Fitch believes periodic use of bond-funded
and supplemental debt service reserves is possible due to
enrollment and revenue timing volatility typical of charter
schools. In fiscal 2003, debt service coverage is estimated by
Fitch to have been approximately 1.53 times (x) actual debt
service or 0.82x of peak debt service through fiscal 2010.

Securities with 'BB' ratings have speculative credit
characteristics. 'BB' ratings indicate that there is a possibility
of credit risk developing, but business or financial alternatives
may be available to allow financial commitments to be met.
Securities rated in this category are not investment grade. In
Fitch's opinion, most charter school bonds are of 'B' or 'BB'
category credit quality.


SALTON: Lenders Agree to Extend Forbearance Pact Until Sept. 30
---------------------------------------------------------------
Salton, Inc. (NYSE: SFP) announced that it has entered into an
amended forbearance agreement with its senior lenders. The senior
lenders have agreed, subject to the Company's compliance with the
terms and conditions of the amended agreement, to extend until
September 30, 2004 the period during which they will forbear from
exercising their remedies relating to Salton's failure to comply
with certain financial covenants in its senior debt.

The forbearance period is subject to several conditions, including
a requirement that Salton: (a) deliver to the senior lenders by no
later than June 25, 2004 a commitment letter for additional
funding of at least $25 million on terms acceptable to the senior
lenders; and (b) receive such additional funding by July 12, 2004.
The Company is currently negotiating with several parties the
terms of such additional funding and other financing alternatives.
The investment banking firm of Houlihan Lokey Howard & Zukin
Capital has been assisting the Company in connection with its
examination of various capital raising opportunities. There is no
assurance that the Company will receive a commitment letter for,
or consummate any, financing.

The amended agreement permits the interest payment of
approximately $6.7 million due on June 15, 2004 under Salton's
outstanding 10-3/4% senior subordinated notes if Salton meets
certain conditions, including that Salton's availability under its
senior credit agreement is at least $10 million after such
payment. There is no assurance that these conditions will be
satisfied.

                         About Salton, Inc.

Salton, Inc. is a leading designer, marketer and distributor of
branded, high quality small appliances, home decor and personal
care products. Our product mix includes a broad range of small
kitchen and home appliances, tabletop products, time products,
lighting products, picture frames and personal care and wellness
products. We sell our products under our portfolio of well
recognized brand names such as Salton, George Foreman,
Westinghouse(TM), Toastmaster, Melitta, Russell Hobbs, Farberware,
Ingraham and Stiffel. The company believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with customer base and
focused outsourcing strategy.


SEITEL INC.: S&P Rates Proposed $190 Million Senior Debt at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to seismic data provider Seitel Inc.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $190 million senior unsecured notes due
2012, which will be issued as part of Seitel's bankruptcy and
reorganization plan.

The outlook is stable. Houston, Texas-based Seitel, a provider of
seismic data and geophysical services to the North American oil
and gas industry, is expected to have total debt of about $192
million, pro forma for the high yield bond issuance.

The ratings on Seitel reflect the company's participation in the
highly cyclical, intensely competitive seismic data acquisition
and processing segment of the oilfield service industry.

"The seismic sector continues to be plagued by continued
overcapacity," said Standard & Poor's credit analyst. "We view the
onshore domestic market as particularly challenging, as it is
highly fragmented and characterized by intense competition and
price pressure."

The ratings on Seitel are constrained by the company's aggressive
financial profile, which is characterized by high leverage
following its emergence from bankruptcy about one year after its
filing for protection under Chapter 11.

"Given the deeply cyclical nature of the seismic industry and
difficult market conditions, Seitel will be challenged to
consistently produce adequate cash flows to materially improve its
credit profile in the near to intermediate term," said Ms. Stokes.

These concerns are somewhat mitigated by the size and scope of
Seitel's existing data library and outsourcing strategy.

The stable outlook reflects credit measures that are adequate for
the rating and offset volatile industry conditions.


SHAW GROUP: Agrees to Cooperate with Informal SEC Inquiry
---------------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) reported that on June 1, 2004, Shaw
was notified by the Securities and Exchange Commission (SEC) that
it is conducting an informal inquiry. The SEC has not advised the
Company as to either the reason for the inquiry or its scope.
However, the request for information appears to primarily relate
to the purchase method of accounting for acquisitions, as
presented in Shaw's Form 10-K for the fiscal year ended August 31,
2003.

The SEC's notice states that the notice should not be construed as
an indication of any improper or unlawful conduct. The SEC has not
issued a formal order, and Shaw Group has voluntarily agreed to
cooperate fully with the inquiry.

Robert L. Belk, Executive Vice President and Chief Financial
Officer, said, "We are confident that our accounting practices,
including the application of the purchase method of accounting,
are in accordance with generally accepted accounting principles.
We have informed the SEC that we will cooperate fully with this
informal inquiry and hope to resolve all of its questions. While
this is only an informal inquiry, we feel it is important to
advise our shareholders and others because of our commitment to
the principles of full disclosure and openness."

The Shaw Group Inc. is a leading global provider of technology,
engineering, procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation and facilities management
services for government and private sector clients in the power,
process, environmental, infrastructure and emergency response
markets. A Fortune 500 company, Shaw Group is headquartered in
Baton Rouge, Louisiana and employs approximately 17,000 people at
its offices and operations in North America, South America,
Europe, the Middle East and the Asia-Pacific region.

                         *    *    *

As reported in the Feb. 10, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating and its other ratings on The Shaw Group
Inc. At the same time, Standard & Poor's revised the outlook on
the company to negative from stable.

"The outlook revision reflects the fact that profitability and
cash flow generation for fiscal 2004 ending August will be weaker
than previously anticipated, because of continuing challenges on a
few problem projects, reduced expectations of asset divestitures,
and weakness in the higher margin pipe manufacturing operation,"
said Standard & Poor's credit analyst Heather Henyon.

As a result, it is unlikely that Shaw will be able to meet
Standard & Poor's expectations of total debt to EBITDA of 2.5-3x
and EBITDA to interest coverage in the 3x area in 2004. However, a
growing backlog of more steady environmental and infrastructure
projects may enable the company to achieve an acceptable credit
profile in the intermediate term.


SPEIZMAN INDUSTRIES: Hires Kilpatrick Stockton as Attorneys
-----------------------------------------------------------
Speizman Industries, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the Northern
District of Georgia, Newnan Division, to employ and retain
Kilpatrick Stockton LLP as their counsel.

Kilpatrick Stockton will:

   a) provide the Debtors with legal advice with respect to
      their powers, rights, duties, and obligations in these
      Chapter 11 cases;

   b) take all necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of    
      actions on the Debtors' behalf, the defense of any actions
      commenced against the Debtors, and the negotiation of
      disputes in which the Debtors are involved;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the estates;

   d) take such legal action as is necessary to protect and
      conserve property of the estates;

   e) advise the Debtors regarding their Chapter I1 cases and
      any plan proposed in connection therewith;

   f) advise the Debtors regarding any claims and causes of
      action that the Debtors may have against various parties,
      including without limitation, claims for preferences,
      fraudulent conveyances, and other rights of recovery
      granted to a debtor-in-possession;

   g) advise and represent the Debtors in hearings and other
      judicial proceedings in connection with all applications,
      motions, or complaints and other similar matters; and

   h) perform all other necessary legal services in connection
      with these Chapter 11 cases.

Dennis S. Meir, Esq., a partner of Kilpatrick Stockton reports
that the firm will bill the Debtors its current hourly rates of:

         Designation      Billing Rate
         -----------      ------------
         Partners         $395 - $570 per hour
         Counsel          $335 - $355 per hour
         Associates       $195 - $280 per hour
         Paralegals       $130 - $170 per hour

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.


STANDARD PARKING: S&P Affirms Corporate Credit Rating at B
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on parking provider Standard Parking Corp. Standard
& Poor's also affirmed its 'CCC+' subordinated debt rating on the
company's 9.25% senior subordinated notes due 2008. The ratings
affirmation follows the company's recently completed initial
public offering of 4.5 million shares of its new Class A common
stock. All ratings have been removed from CreditWatch, where they
were placed Feb. 10, 2004.

In addition, Standard & Poor's assigned its 'B' bank loan rating
and '3' recovery rating to Standard Parking's new $90 million
senior secured credit facility due 2007. The bank loan is rated
the same as the corporate credit rating; this and the '3' recovery
rating indicate that lenders can expect meaningful recovery of
principal in the event of a default or bankruptcy.

The outlook on Chicago, Illinois-based Standard Parking is stable.
Standard & Poor's estimates that Standard Parking had about $118.9
million of total debt outstanding pro forma for the May 2004
closing of its IPO.

The rating actions follow the recent refinancing of the company's
existing bank debt and 14% second-lien notes due 2006 using net
proceeds of about $52 million from the IPO. The ratings on the
existing bank loan and second-lien notes have been withdrawn. The
transaction reduces Standard Parking's debt balance by about $39
million and lowers its annual debt service cost, improving credit
protection measures somewhat. Despite the improvement in the
company's financial profile, Standard & Poor's remains concerned
about challenging industry conditions and the possibility that
Standard Parking's future growth strategies may become more
aggressive.

"The ratings on Standard Parking reflect its highly leveraged
financial profile, narrow business focus, and exposure to the
challenging air travel industry," said Standard & Poor's credit
analyst David Kang. Only partially offsetting these risks are the
company's No. 2 market position within the highly fragmented and
competitive parking industry, as well as its geographic diversity
and fairly predictable cash flow generating ability.

Standard Parking provides on-site management services at surface
and multilevel parking facilities for two major markets: urban
parking and airport parking. Despite its somewhat narrow business
focus, it is the second-largest private provider of parking
services, with about 1,900 parking facilities, while market leader
Central Parking Corp. (B+/Negative/--) has about 3,600 facilities.

Standard Parking operates in more than 275 cities in the U.S. and
Canada and maintains a strong presence in major markets across the
U.S., providing some geographic diversity to its operations. It
operates most of its facilities (more than 80%) under management
contracts, rather than owning or leasing them.


STATE STREET: First Creditors' Meeting Scheduled for June 30
------------------------------------------------------------
The United States Trustee will convene a meeting of State street
Houses, Inc.'s creditors at 2:00 p.m., on June 30, 2004 in Room
106 at the Alexander Pirnie Federal Building, 10 Broad Street,
Utica, New York 13501.  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 Utica, New York, State Street Houses, Inc. is a
legal title holder of Kennedy Plaza Apartments in Utica, New York.
The Company filed for chapter 11 protection on May 21, 2004
(Bankr. N.D.N.Y. Case No. 04-63672).  Camille Wolnik Hill, Esq.,
at Hancock & Estabrook, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed both estimated debts and assets of
over $10 million.


STELCO: Comments On Legal Action Taken By General Motors
--------------------------------------------------------
Stelco Inc. (TSX: STE) commented on action taken by General Motors
Corporation regarding its supply arrangements with Stelco's Lake
Erie facility. Stelco has received a letter from General Motors
and has been served with Motion materials seeking the Court's
permission to terminate General Motors' supply arrangements with
Stelco's Lake Erie facility effective July 31, 2004.

General Motors cited Stelco's inability to provide certainty of
supply beyond the July 31, 2004 expiry of the collective agreement
at Stelco's Lake Erie facility plus the extended lead time needed
to secure steel from alternative sources as the reasons underlying
this action.

In its letter, General Motors indicated that it would be prepared
to consider alternative arrangements to the termination of its
business with the Lake Erie facility if those arrangements are in
place by June 14, 2004. General Motors would consider continuing
the business relationship if it could be assured of at least 90
days prior written notice of any potential work stoppage
associated with the expiry of the Lake Erie collective agreement.

Courtney Pratt, President and Chief Executive Officer of Stelco,
said, "This is an extremely serious development, but it is a
possibility we have raised in public for months. We've stated the
need to provide our customers with certainty of supply during our
restructuring process. We've urged representatives of all three of
our USWA Locals to engage in meaningful discussions about how to
address their issues while providing customers with the certainty
they demand. And we've indicated our willingness to consider the
appointment of a neutral third party as a means of achieving
progress on Lake Erie issues without presenting customers with the
prospect of a strike.

"We've held meetings with Lake Erie USWA Local representatives in
search of progress in satisfying General Motors' needs.
Unfortunately, we've not been successful thus far.

"General Motors is offering a means of maintaining our business
relationship - the provision of 90 days prior written notice of
any potential work stoppage. We've asked the Lake Erie USWA Local
to agree to that request and we hope that it will. A great deal is
riding on that decision."
                    
                       About Stelco Inc.

Stelco Inc. is a large, diversified steel producer. Stelco is
involved in all major segments of the steel industry through its
integrated steel business, mini-mills, and manufactured products
businesses. Consolidated net sales in 2003 were $2.7 billion.

To learn more about Stelco and its businesses, please refer to our
Web site at http://www.stelco.ca/    


TRW AUTOMOTIVE: Launches Safety Electronics Production in China
---------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW), the global leader in
automotive safety systems, has launched production of airbag
electronic control units from its wholly-owned subsidiary in
Anting, China.

TRW Automotive Components Co. Ltd. was established in 2002 in
Anting and initially produced power rack and pinion and
electrically powered hydraulic steering systems beginning in 2003.
The plant is now manufacturing and shipping safety electronics
ECUs to a major Japanese vehicle manufacturer for its global
platforms.

Total investment in the 3,600 square meter facility to date is $11
million, with a current employment of 120 that will more than
double with further production increases in 2005.

"The production of safety electronics in China is another
significant step in our efforts to support the global expansion of
our customers in the region," said Peter J. Lake, executive vice
president, Sales and Business Development for TRW Automotive. "TRW
continues to expand the breadth and depth of its product lines in
China and, we believe, is well positioned to supply customers with
a full range of active and passive safety products."

The Anting facility establishes TRW safety electronics
manufacturing capability in Asia, Europe and North America to
support global platforms across all regions. It also complements
TRW's growing airbag production capabilities in China from its
Shanghai TRW Automotive Safety Systems, Co. joint venture and the
newly expanded TRW FAWER Automobile Safety Systems, Co. in
Changchun.

TRW Automotive has nine facilities in China including seven joint
venture facilities, manufacturing chassis modules, steering
systems, braking systems, seat belts, airbags and steering wheels,
engine valves and switches as well as an aftermarket business.

                       About TRW

With 2003 sales of $11.3 billion, TRW Automotive ranks among the
world's top 10 automotive suppliers. Headquartered in Livonia,
Michigan, USA, the Company, through its subsidiaries, employs
approximately 61,000 people in 22 countries. TRW Automotive
products include integrated vehicle control and driver assist
systems, braking systems, steering systems, suspension systems,
occupant safety systems, electronics, engine components, fastening
systems and aftermarket replacement parts and services. TRW
Automotive news is available on the internet at
http://www.trwauto.com/   

                        *   *   *

As reported in the Troubled Company Reporter's February 12, 2004
edition, following the completion of TRW Automotive's initial
public equity offering, Fitch Ratings has affirmed the earlier
indicative debt ratings of TRW Automotive Inc. The ratings of
'BB+' for senior  secured bank debt, 'BB-' for senior notes, and
'B+' for senior subordinated notes are all affirmed. The Rating
Outlook is Stable.

TRW's ratings are reflective of the de-leveraging of the capital
structure since the initial deal funding, the projected lower
interest costs resulting from these lower debt levels and some
refinancing activities, and relatively stable operating
performance as a standalone company. Additionally, TRW's ratings
are supported by its diversity of revenue which spans across all
the major global vehicle manufacturers, good competitive positions
in active and passive restraint systems which should continue to
benefit from both regulatory and market dynamics, and a solid book
of forward business which reflect these operating positives.

Balancing out some of these positives are the risks associated
with the continued severe pricing pressures and production
volatility in the automotive environment which will challenge TRW
to expand, if not maintain, margin performance. And, while TRW has
been increasing its business with the ascendant Asian vehicle
manufacturers, TRW still remains heavily levered to the
traditional North American Big Three which have collectively been
losing market share. Furthermore, TRW still remains highly levered
in its capitalization and will have limited free cash flow for
continuing principal reduction.


UAL CORP: Reaches Agreement With Retirees on Medical Benefits
-------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ) announced that it has
reached an agreement with a coalition representing the remaining
retirees regarding modifications to retiree medical and life
insurance benefits.  This agreement, which covers more than 27,000
retirees, combined with the agreement previously announced in May
with the Aircraft Mechanics Fraternal Association, will deliver
cash savings to the company of more than $300 million through
2010.

Executive Vice President and Chief Operating Officer Pete McDonald
said, "As part of our efforts to reorganize successfully and be
competitive for the longer term, we needed to address our retiree
medical benefits.  The agreements with all our retirees contribute
to achieving the durable savings that we need while recognizing
the concerns of retirees expressed by their representatives.  We
appreciate the hard work of the retirees' authorized
representatives in helping us to achieve these important savings."

The coalition includes the Association of Flight Attendants, the
International Association of Machinists and Aerospace Workers, the
International Federation of Professional and Technical Engineers,
the Professional Airline Flight Control Association, the Transport
Workers Union, as well as authorized representatives of the
retired pilots and the retired salaried and management employees.

The Company will file a motion with the Bankruptcy Court on Monday
seeking approval of this agreement to modify retiree medical and
life insurance benefits.

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


ULTRA CAR WASH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: T.B. AD. LLC
        dba Ultra Car Wash
        Route 1 Box 173
        May, Texas 76857

Bankruptcy Case No.: 04-36428

Chapter 11 Petition Date: June 9, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtors' Counsel: Thomas Ford, Esq.
                  Fillmore and Ford
                  4921 Camp Bowie Boulevard
                  Fort Worth, TX 76107
                  Tel: 817-377-2229

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

Estimated Debts:  $1 Million to $10 Million

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


USG CORP: Court Grants Authority to Expand PwC's Employment
-----------------------------------------------------------
Judge Fitzgerald authorizes USG Corporation to expand and
supplement the scope of PricewaterhouseCoopers, LLP's employment
as their Special Sarbanes-Oxley Consultant, in connection with
their Chapter 11 cases.

The Debtors relate that PwC is currently providing them with
certain non-professional vendor services regarding internal
information technology.  Because these vendor services do not
constitute professional services, they were not included in the
scope of PwC's employment.

Pursuant to the terms of PwC's current engagement as Special
Sarbanes-Oxley Consultants, PwC has assisted the Debtors in
complying with the requirements of the Sarbanes-Oxley Act of
2002.  It is anticipated that PwC will continue to provide the
Debtors with a wide range of services to ensure compliance with
the S-O Act.  Among other measures that they are taking, the
Debtors have developed an internal "whistle-blower" program
called "My Safe Workplace," which sets forth certain procedures
for the reporting and investigation of any suspected incidents of
fraud, violations of USG policy or other improprieties within
USG.  The Debtors believe that the My Safe Workplace program,
along with USG's other programs and policies regarding workplace
ethics and fraud prevention and investigation, constitute best
corporate practices along the lines of the S-O Act.  These
programs and policies require that reports of fraud, violations
of the Debtors' internal policies and other improprieties within
USG be investigated.

Therefore, the Debtors want to engage PwC to perform certain
aspects of these investigations as the need for those services
may arise from time to time.  Because reports of impropriety
require immediate action and skilled investigation, the Debtors
believe that expanding the scope of PwC's employment to permit it
to address these incidents as they may arise and without delay is
appropriate.

The specific forensic auditing services that PwC may perform
include:

   (a) interviewing USG employees or individuals outside the
       company;

   (b) reviewing written and electronic documents;

   (c) analyzing data for evidence relevant to matters under
       investigation; and

   (d) documenting the results of PwC's findings and
       recommendations.

In addition to the forensic auditing services, the Debtors
anticipate that PwC will perform certain internal auditing
services to assess internal controls, including controls
contained within and surrounding the Debtors' internal
information technology systems, and to test the effectiveness of
and identify gaps in their internal controls.

The specific internal auditing services that PwC will perform
include:

   (a) interviewing USG employees in business units being
       audited;

   (b) reviewing written and electronic documents;

   (c) analyzing electronic data;

   (d) documenting and assessing configurable information systems
       controls;

   (e) documenting business process flows and related controls;

   (f) developing and performing tests of controls;

   (g) evaluating the efficiency and effectiveness of controls;

   (h) identifying control gaps and weaknesses; and

   (i) documenting the results of PwC's work, findings, and
       recommendations.

The Debtors maintain that PwC is particularly well suited to
provide the types of services they require.  PwC has a vast
domestic and international accounting and consulting practice
and has extensive experience in providing S-O Act-related
services as well as forensic accounting and internal auditing
services.  PwC is the world's largest professional services
organization, employing 125,000 people in 142 countries.  PwC's
service offerings include audit, assurance and business advisory
services, merger and acquisition services, corporate finance and
recovery services, human resource services, and global tax
services.  PwC's global reach, combined with its depth of
resources, knowledge and experience, allows it to deliver top
quality service to their clients.

The team of PwC professionals who will be providing forensic
services to the Debtors are part of PwC's Chicago Corporate
Investigations and Forensic Services practice.  Professionals who
will be providing internal auditing services to USG are part of
PwC's Chicago Systems and Process Assurance and Internal Auditing
Services practices.

PwC has notably provided professional services to the Debtors in
the past and thus is familiar with the Debtors' structure and
operations.

PwC will charge the Debtors for its services on an hourly basis
in accordance with its hourly rates in effect on the date
services are rendered:
         
         (A) Internal Auditing

         Partner                          $400
         Senior Manager                    310
         Manager                           260
         Senior Associate                  205
         Associate                         132

         (B) Forensic Auditing

         Partner                           578
         Director                          510
         Manager                           413
         Senior Associate                  290
         Associate                         203
         Paraprofessional Staff            105
         Administrative                     75

The Debtors will also reimburse PwC for actual and necessary out-
of-pocket expenses.

Dina M. Norris, a partner at PwC, assures the Court that the firm
does not have any connection with the Debtors, their creditors,
the U.S. Trustee or any other party with an actual or potential
interest in these Chapter 11 cases.

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)


US UNWIRED: Prices $360 Million Senior Debt Offering
----------------------------------------------------
US Unwired Inc. (OTCBB:UNWR) announced that it has priced an
offering of $360 million aggregate principal amount of senior
secured notes, consisting of $125 million aggregate principal
amount of first priority senior secured floating rate notes due
2010 and $235 million aggregate principal amount of 10% second
priority senior secured notes due 2012. The 2010 Notes will bear
interest at a rate equal to three-month LIBOR plus 425 basis
points and are being offered to investors at a price of 100% of
principal amount. The 2012 Notes are being offered to investors at
a price of 99.326% of principal amount. The closing of the
Offering is scheduled to occur on June 16, 2004, and is subject to
customary closing conditions.

US Unwired also announced that the tender offer for $400 million
outstanding face amount of its 13 3/8% Senior Subordinated
Discount Notes due 2009 expired at 1:00 p.m. on June 10, 2004,
with a total of $235,814,000 face amount of notes tendered in the
offer. US Unwired intends to accept for purchase and to pay for
all of such tendered notes immediately following the closing of
the Offering.

The Notes are being offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
and to persons outside the United States under Regulation S of the
Securities Act.

The Notes will not be registered under the Securities Act or any
state securities laws and, unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state laws.

This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities, and
shall not constitute an offer, solicitation or sale in any state
or jurisdiction in which such an offer, solicitation or sale would
be unlawful. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.

                         About US Unwired

US Unwired Inc., headquartered in Lake Charles, Lousiana, holds
direct or indirect ownership interests in five PCS affiliates of
Sprint: Louisiana Unwired, Texas Unwired, Georgia PCS, IWO
Holdings and Gulf Coast Wireless. Through Louisiana Unwired, Texas
Unwired, Georgia PCS and IWO Holdings, US Unwired is authorized to
build, operate and manage wireless mobility communications network
products and services under the Sprint brand name in 67 markets,
currently serving over 650,000 PCS customers. US Unwired's PCS
territory includes portions of Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, Texas,
Massachusetts, New Hampshire, New York, Pennsylvania, and Vermont.
For more information on US Unwired and its products and services,
visit the company's web site at http://www.usunwired.com/.US  
Unwired is traded on the OTC Bulletin Board under the symbol
"UNWR".

                         *   *   *

As reported in the Troubled Company Reporter's June 4, 2004
edition, Standard & Poor's Ratings Services placed its 'CCC-'
corporate credit rating for US Unwired Inc. on CreditWatch with
positive implications.

The 'C' subordinated debt rating was also placed on CreditWatch
with positive implications.

This action is based on financial profile improvement that will
result following debt for equity exchanges effected pursuant to
Section 3(a)(9), together with a proposed refinancing to repay the
company's bank credit facility and purchase 13.375% senior
subordinated discount notes tendered in response to the company's
cash tender offer for all of the notes. The 3(a)(9) exchange
agreements will reduce discount note principal outstanding by $75
million face amount, or about $70 million in accreted value. The
CreditWatch placement also reflects recent operating improvement,
including better customer retention and cash flow growth. Upon
completion of the refinancing, Standard & Poor's will raise the
corporate credit rating to 'CCC+' with a positive outlook. The
rating on any remaining 13.375% subordinated debt (estimated at
$89 million) will be raised to 'CCC-' from 'C'.

At the same time, a 'CCC+' rating was assigned to US Unwired's
proposed $125 million first-priority senior secured floating rate
notes due 2010. The 'CCC+' rating will be the same as the
corporate credit rating, indicating the expectation of a
meaningful, but less than full, recovery of principal in the event
of a default or bankruptcy. A 'CCC-' rating was assigned to the
$160 million second-priority senior secured notes due 2012. The
second-priority notes are rated two notches below the corporate
credit rating because of a likelihood of negligible recovery of
principal in the event of a default or bankruptcy after first-
priority claims are served. The new issues are being offered under
Rule 144A with registration rights. Proceeds will be used to repay
all of the existing credit facility and about $229 million face
amount of the existing 13.375% senior subordinated discount notes.
The rating on the bank facility was not placed on CreditWatch and
will be withdrawn upon repayment.

The 'CC' corporate credit rating and 'C' senior unsecured debt
rating on IWO Holdings Inc., a wholly-owned subsidiary of US
Unwired, are affirmed. IWO is a Sprint PCS affiliate operating in
the Northeast. US Unwired expects to file IWO for bankruptcy
protection because of very weak liquidity that makes IWO unable to
pay the July 2004 interest payment on its senior notes. Under the
terms of the two new US Unwired issues, IWO is classified as an
unrestricted subsidiary, and US Unwired is limited in its
capacity to provide financial support to IWO.


WEIRTON STEEL: Court Approves Lease Decision Period Extension
-------------------------------------------------------------
In the Chapter 11 case of Weirton Steel, the Court grants FW
Holdings, Inc., and Weirton Venture Holdings Corporation's motion
to extend through the confirmation of a Chapter 11 plan the
deadline for them to assume or reject all of their unexpired non-
residential real property leases, including, but not limited to,
the MABCO Lease.

To recall, FW Holdings and Weirton Venture recently filed for
Chapter 11 protection.  Pursuant to Section 365(d)(4) of the
Bankruptcy Code, FW Holdings and Weirton Venture have 60 days
from their Petition Date to assume or reject their Unexpired
Leases.  Unless the statutory time period is extended, the Leases
not assumed on or before the deadline are deemed rejected.

FW Holdings is a party to a sales/leaseback transaction with
MABCO Steam Company, LLC, relating to a Foster Wheeler Steam
Generation Facility.  The FW Facility was originally owned by
Weirton and was transferred to FW Holdings on October 26, 2001,
which in turn, transferred the FW Facility to MABCO on the same
day.

MABCO members provided Weirton with certain trade debt
concessions and some cash, and MABCO agreed to lease the FW
Facility back to FW Holdings pursuant to that certain Lease
Agreement dated as of October 26, 2001.  FW Holdings, Weirton and
MABCO are parties to several additional agreements relating to
the MABCO Transaction.

In February 2004, FW Holdings filed a complaint against MABCO.  
FW Holdings wants the Court to:

   (a) declare the MABCO Transaction and MABCO Agreements to be a
       disguised financing and not a true lease transaction; and

   (b) direct MABCO to turnover the property that is the subject
       of the MABCO Lease.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that the assumption and assignment of the
MABCO Lease and the other MABCO Agreements are subject to and
conditioned on the closing of the sale transaction to the Buyer
and related terms and conditions of the Assignment Agreement.

Mr. Freedlander argues that the effect of assuming any Lease at
this time would unfairly elevate the obligations from prepetition
unsecured claims to administrative priority expense claims to the
prejudice of all non-Lessor creditors of FW Holdings and Weirton
Venture's estates if the Lease is ultimately rejected.

In the alternative, if FW Holdings and Weirton Venture rejected
any Lease at this time, they could lose facilities that they need
as a reorganized debtor.  Furthermore, the assumption of MABCO
Lease by FW Holdings at this time would preclude FW Holding's
right to pursue the MABCO Suit.

Mr. Freedlander contends that extending the lease decision period
will not prejudice any lessor under any of the Leases because all
of their rights are preserved.  Similarly, it will not constitute
an admission by any Debtor that any Lease, including the MABCO
Lease, is a true lease.  FW Holdings and Weirton Venture's rights
with respect to the characterization of the Leases, including the
MABCO Lease, are expressly reserved.

In the event that the Closing of the Sale Transaction does not
occur, FW Holdings and Weirton Venture will determine which of
the properties they would need for reorganization and which they
do not as part of formulating a business plan.  Because FW
Holdings and Weirton Venture have not yet determined which
properties they need and the Leases represent only a portion of
their real property interests, they cannot determine at this time
whether they will need to assume or reject the Leases.  An
extension of the lease decision period will allow FW Holdings and
Weirton Venture the opportunity to study and determine which
properties they will need for a successful reorganization.

FW Holdings and Weirton Venture do not want to forfeit the Leases
as a result of the "deemed rejected" provision of Section
365(d)(4) of the Bankruptcy Code or, in the alternative, assume
the Leases and incur a substantial, unnecessary administrative
obligation in the event that the Sale Transaction does not close
and FW Holdings and Weirton Venture are otherwise forced to
liquidate their assets.

Moreover, because their overall reorganization structure may
significantly impact whether the Leases are necessary to their
ongoing business, FW Holdings and Weirton Venture believe that it
would be imprudent to make a final assumption or rejection
decision outside of the plan of reorganization process, or at
least until they know whether the Closing of the Sale Transaction
will occur. (Weirton Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WESTPOINT STEVENS: Court Gives Until Nov. 30 to Decide on Leases
----------------------------------------------------------------
The Court allows WestPoint Stevens Inc. to further extend the
period within which they may assume or reject their unexpired
leases through and including November 30, 2004.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New  
York, relates that the Debtors have reduced the number of their  
Unexpired Leases from 82 to 63 since the Petition Date.

Mr. Rapisardi asserts that a reasoned determination as to all
Unexpired Leases cannot be made at this critical stage in the
Debtors' Chapter 11 cases.  The Debtors' management -- with the
assistance of Kurt Salmon Associates, Inc., and the Debtors'
other professionals -- is in the process of re-examining global
business strategies and developing an overall business plan for
emergence from Chapter 11.  These determinations will necessarily
impact the value to the Debtors' estates of certain Unexpired
Leases and may affect the Debtors' decision whether to assume or
reject the Unexpired Leases.  Although the Debtors' Unexpired
Leases are currently necessary for the continued operation of
their businesses, in light of the potential fundamental changes
to the Debtors' operations arising from Kurt Salmon's analysis,
it is imperative that the Unexpired Leases continue to be
reviewed in conjunction with the Debtors' ultimate restructuring
plan before a final determination can be made with respect to the
assumption or rejection of each individual Unexpired Lease.

Mr. Rapisardi contends that the Debtors should not be compelled
to make precipitous decisions regarding the assumption or
rejection of the Unexpired Leases.  Inadequate time for making
informed decisions may result in an inadvertent rejection of a
valuable lease or a premature assumption of a burdensome lease.
In the absence of an extension, the Debtors will be compelled to
assume their Unexpired Leases to avoid rejecting potentially
valuable assets, with the resultant imposition of potentially
substantial administrative expenses.

Mr. Rapisardi assures the Court that an extension will not
prejudice the Lessors as the Debtors have remained current and
fully intend to remain current with respect to all outstanding
postpetition obligations under the Unexpired Leases.  
Furthermore, the Debtors do not intend to wait until the end of
the proposed extension period to make a determination as to the
assumption or rejection of the Unexpired Leases.  Rather, the
Debtors will continue to evaluate the Unexpired Leases on an
ongoing basis as expeditiously as practicable and will file
appropriate motions as soon as informed decisions can be made.
(WestPoint Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WEST SENECA READI-MIX: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: West Seneca Readi-Mix Inc.
        1650 Union Road
        West Seneca, New York 14224

Bankruptcy Case No.: 04-14200

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Nickel City Macadam, Inc.                  04-14223
      Johnson Steel Corp.                        04-14224

Type of Business: The Debtor is a ready-mixed concrete dealer.

Chapter 11 Petition Date: June 4, 2004

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtors' Counsel: Alan R. Feuerstein, Esq.
                  Feuerstein & Smith, LLP
                  17 St. Louis Place
                  Buffalo, NY 14202-1502
                  Tel: 716-856-9704

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
The Flury Partnership                       Unknown
1225 Seneca Creek Road
West Seneca, NY 14224

Wells Fargo Financial Leasing, Inc.         Unknown

Lafarge North America, Inc.                 Unknown

TLW Transport, Inc.                         Unknown

Adawn Express, Inc.                         Unknown

NCO Financial Systems                       Unknown

Gernatt Asphalt Products, Inc.              Unknown

ATCO International                          Unknown

Erie County Water Authority                 Unknown

St. Mary's Cement Co.                       Unknown

Green Environmental Specialists Inc.        Unknown

Carmody Roofing & Sheet Metal Co.           Unknown

Lawley Service Insurance                    Unknown

AWA Collections                             Unknown

Meeker Equipment                            Unknown

Boehmer Transportation                      Unknown

JSS                                         Unknown

Ed's Tire Service                           Unknown

Neuman Claim Administrators, Inc.           Unknown

The State Insurance Fund                    Unknown

AT&T                                        Unknown


WORLDCOM INC: Agrees to Resolve Various Tax Claim Disputes
----------------------------------------------------------
The Worldcom, Inc. Debtors identified 151 objectionable tax
claims:
          Type of Tax Claims              No. of Claims
          ------------------              -------------
             Income                             7
             Excise                             3
             Property                          96
             Franchise                          3
             Tax Liens                          3
             Occupation                         2
             Trust Fund                         7
             Employment                         2
             Penalty                           28

The Debtors dispute the Tax Claims based on one or more of these
reasons:

   (a) The claim was filed as a secured claim but there is no
       collateral securing the claim and the claim is not a
       secured claim pursuant to Section 506(a) of the Bankruptcy
       Code;

   (b) The Claim does not qualify as an administrative claim
       because it was incurred prepetition; and

   (c) The Claim is not a priority claim under Section 507(a)(8).

Mark A. Shaiken, Esq., at Stinson Morrison Hecker, LLP, in Kansas
City, Missouri, says that these specific objections apply to a
corresponding tax claim:

A. Income Tax Claims

   (a) The Claim includes taxes for which a return was due more
       than three years before the Petition Date;

   (b) The Claim does not indicate the date for which a tax
       return was last due, or for which the taxes were assessed;
       and

   (c) The Claim is for taxes, which were assessed more than 240
       days before the Petition Date.

B. Excise Tax

   (a) The Claim is based on a transaction, which occurred before
       the Petition Date for which a return, if required, was
       last due more than three years before the Petition Date;
       and

   (b) The Claim is for a transaction for which a return is not
       required, occurring more than the three years immediately
       preceding the Petition Date.

C. Franchise Tax Claims

   (a) The Franchise Tax Claim was based or measured on the
       Debtors' capital; and  

   (b) The Franchise Tax Claim fails to indicate the basis for,
       or method of, measurement of the tax.

D. Occupation Taxes

   (a) The Occupational Tax Claim fails to indicate the basis
       for, or method of, measurement of the tax; and

   (b) The Occupation Tax Claim was imposed based on the nature
       of the Debtors' business, without regard to the Debtors'
       sales or other transactions.

E. Trust Fund Taxes

   (a) The Claim does not indicate that it is a tax required to
       be collected or withheld, and for which the Debtors are
       liable in whatever capacity.

F. Employment Taxes

   (a) The Claim is not for an employment tax on a wage, salary,
       or commission of a kind specified in Section 507(a)(3)
       earned from a Debtor before Petition Date; and

   (b) The Claim is for an employment tax on a wage, salary or
       commission of a kind specified in Section 507(a)(3) for
       which a return was last due more than three years before
       the Petition Date.

G. Penalties Claims

   (a) The Claim is for a penalty that is not related to a claim
       of a kind specified in Section 507(a)(8); and

   (b) The Claim is for a penalty and is not in compensation for
       actual pecuniary loss, but is punitive in nature.

                          *     *     *

Judge Gonzales expunges and disallows 75 Claim, including Claim
No. 20500 filed by the City of White Plains, due to the
claimants' failure to respond to the Debtors' objection.  Some of
these claims have been previously expunged, paid or expunged by
agreement of the parties.

Franklin County's Claim No. 7377 is allowed as filed and the
Debtors' objection to the Claim is withdrawn.

The Bureau of Workers' & Unemployment withdrew Claim Nos. 13579
and 33948.  In light of the withdrawal, the Debtors withdrew
their objections to the two claims.  The Debtors also withdrew
their objections to 31 claims, without prejudice.

The Court approves several letter agreements to settle certain
Tax Claims:

A. The Treasurer of Arlington County and the Debtors agree that
   portions of Claim No. 10473 will be allowed in these amounts:

      Tax Type                             Agreed Allowed Amount
      --------                             ---------------------
      2002 Public Service Corp. Tax              $532,710
      2002 Real Estate Tax                          4,712
      2002 Real Estate Tax                        392,051
                                           ---------------------
                                                 $929,473

   The Debtors will pay the Allowed PSC/RE Amount within three to
   four days of the closing of the sale of the Pentagon City
   assets.  Arlington waives all interest and penalties relating
   to the 2002 PSC and 2002 RE amounts.  The Arlington Agreement
   is in complete satisfaction of all 2002 taxes and liens
   related to the Pentagon City assets.  Arlington releases any
   and all liens related to the Pentagon City assets.  The
   Debtors acknowledge that they will timely pay the 2nd half
   2003 RE taxes when they become due.

   The Debtors will pay the Business License Tax portion of Claim
   No. 10473 in these amounts:

      Tax Type          Agreed Amount        Claim Status
      --------          -------------        ------------
      BLC                   $779             Priority
      BLC                  1,130             General Unsecured
                        -------------
                          $1,909

   The Arlington Agreement does not resolve the Department of
   Environmental Services' charges on Claim No. 10473 for
   $14,677 claimed as a general unsecured debt.  The parties
   reserve their rights with respect to the DES Charges.  The
   Debtors withdraw their objection to Claim No. 10473, except
   with respect to the DES Charges.  

B. The Debtors agree to pay Loudoun County these real estate
   taxes:

      Year              Account                  Total
      ----              -------                  -----
      2002            087-37-8917              $23,928
                      061-26-4401              774,332
                      061-28-3050                5,655
                      061-28-3050                1,077
                      061-19-4044               24,070
                      061-19-4044                4,585
                                                ------
                      Sub-Total               $833,647

      2003            087-37-8917              $25,296
                      061-26-4401            1,531,800
                      061-28-3050                5,978
                      061-28-3050                1,077
                      061-19-4044               31,601
                      061-19-4044                5,694
                      061-25-1199                2,359
                                             ---------
                      Sub-Total              1,603,805
                                             ---------
                      GRAND TOTAL           $2,437,452

   The Debtors will make the payment simultaneously with the
   closing of the Dominion Virginia Power easement transaction on    
   the UUNet Campus in Loudoun County.  The Debtors agree that if
   they prevail in any challenge to the assessment of the real
   estate for tax year 2002, they will be entitled to interest on
   any refund at the rate of interest payable under their
   Reorganization Plan, rather than the statutory rate.

   Loudoun County:

   (a) waives all interest and penalties relating to the 2002
       taxes, and agrees that the Payment is in complete
       satisfaction of all Taxes and corresponding liens on the
       Property;

   (b) withdraws Claim No. 30396 and any other claims based on
       the Taxes on receipt of the Payment; and

   (c) agrees that the Debtors retain the right to contest the
       assessment on the Property for tax year 2002 and
       subsequent years through normal statutory appeal
       procedures, except as modified with respect to interest on
       any refund payable with respect to tax year 2002.

C. The Debtors agree to allow the Sioux Counties' proofs of
   claim:

      Claim No.   Claim Amount   Allowed Amount   Claim Type
      ---------   ------------   --------------   ----------
         2820       $32,075         $31,142       Priority
         2935        56,733          53,480       Priority
         3856        36,332          36,322       Priority
         5463        41,682          40,468       Priority
         6162        34,104          33,216       Secured
        18166        63,166          61,326       Secured
        25065        29,757          28,890       Priority

   Sioux Counties include Sioux County, Warren County, Dallas
   County, Clarke County, Franklin County, Poweshiek County, and
   Plymouth County Treasurer.

D. The Debtors agree to allow the Butte County, California's
   claims:

              Claim No.   Claim Amount   Allowed Amount
              ---------   ------------   --------------
                34895        $37,689         $37,689
                 9435         55,722              0

E. The Debtors agree to allow Claim No. 4029 filed by the
   Richmond County Tax Office as a secured claim for $27,335.
   Claim No. 1592 is expunged.

F. The Debtors allow St. Charles County Collector of Revenue's
   Claim No. 12313 as a priority claim for $944,997.  St. Charles
   waives all interest and penalties related to the Allowed
   Claim.  The Debtors paid the Allowed St. Charles Claim in
   one lump sum payment on the Plan Effective Date.  The
   St. Charles Agreement revokes and supersedes the agreement
   reached between the Debtors and St. Charles dated July 22,
   2003.

G. The Debtors allow the City of Hamlet's Claim No. 35990 as a
   priority claim for $19,160.  Claim No. 34533 is expunged.

H. The Debtors allow the Stillwater County Treasurer's Claim
   No. 8350 as a priority claim for $17,348.

I. The Debtors allow the Utah County Treasurer's Claim No. 7486
   as a priority claim for $30,453.

J. The Debtors allow Hinds County, Mississippi's Claim No. 34095,
   which was filed as a secured claim for the 2002 tax year, for
   $1,215,968 plus interest accruing from the time of debt.  The
   Debtors will expunge Claim No. 34294.

   Hinds County agrees that:

   (a) for purposes of the 2003 assessments regarding the
       Debtors-owned Clinton campus identified as parcels
       5862-166-97 and 5862-166-98 in Hinds County, the
       properties will have a total combined valuation of
       $31,702.  The Valuation is for the limited purposes of the
       Hinds Settlement only; and

   (b) all 2003 taxes will be assessed at the applicable 2003
       millage, accounting for any tax exemptions.

   The Debtors will make a lump sum payment for the 2002 taxes.
   The 2003 taxes will be paid as they become due.

K. The Debtors agree to allow Claim No. 1051 filed by the Shelby
   County Trustee as a secured claim for $67,628.

L. The Debtors agree to allow Claim No. 3866 by the Lancaster
   County Treasurer for $166,118, of which $165,336 will be
   allowed as a priority claim, and $782 will be allowed as a
   secured claim.

M. The Debtors agree to allow Claim No. 35992 filed by the
   Commonwealth of Massachusetts as a priority claim for $1,479.  
   Claim No. 10717 is expunged.

N. The Debtors allow Claim No. 11993 filed by the Licking County
   Treasurer as a secured claim for $168,693.  

O. The Debtors allow Claim No. 3706 filed by the Nevada
   Department of Taxation as a priority claim for $199,123.

P. The Debtors allow Claim No. 36053 filed by the Juab County   
   Treasurer as a priority claim for $6,352.42.  The Juab County
   Treasurer agrees to the expungement of Claim Nos. 5721 and
   36060, as these claims were amended and superseded by Claim
   No. 36053.

Q. The Debtors, the Property Tax Division of the Utah State Tax
   Commission, and a number of Utah counties agree that the
   Debtors agree not to object to the amended proofs of claim to
   be filed by the City of Salt Lake, Utah.  The Debtors will be
   barred from objecting to the Amended Claims on the ground that
   the claims are late filed or improperly filed against the
   wrong Debtor.  The Amended Claims will be treated as if they
   were originally filed against the appropriate Debtor within
   the time set by the Bankruptcy Court.  Salt Lake agrees to the
   expungement of Claim No. 10814.

R. Marilyn Wood, Mobile County Revenue Commissioner, on Mobile
   County's behalf, and the Debtors agree that Claim Nos. 325,
   360 and 9723 are withdrawn.  Claim No. 34477 is allowed for
   $227,823 as a priority claim and will be paid pursuant to the
   Debtors' Plan.  The Mobile Agreement resolves all prepetition
   claims of Mobile against the Debtors.

S. Fresno County, California, and the Debtors agree that Claim
   No. 19000 is expunged.  These Claims are allowed as secured
   claims:

                    Claim No.      Allowed Amount
                    ---------      --------------
                      18999             $507
                      19001          163,690
                      19002               43
                      35158           82,098

T. The Debtors agree to allow the Claims filed by Sonoma County:

                    Claim No.      Allowed Amount
                    ---------      --------------
                      33641             $159
                      33642            1,125
                      33643           44,224
                      33645            6,196

   Sonoma will retain its lien until the Claims are paid in full.

U. The Debtors allow Claim No. 9917 filed by the Clayton County
   Tax Commissioner as a secured claim for $150,699, which will
   be paid pursuant to the Plan.  The Clayton County Agreement
   resolves all prepetition claims of Clayton County against the
   Debtors.

V. The Debtors allow Claim No. 1118 filed by Jefferson County as
   a secured claim for $11,005.  Claim No. 1118 will be paid in
   one lump sum payment.  Jefferson waives the penalty and
   interest components of Claim No. 1118.

W. The Debtors allow Claim No. 35805 filed by Arapahoe County as
   a secured claim for $967,010, which will be paid pursuant to
   the Debtors' Plan.  Claim Nos. 10034, 34598, 34597, 34599,
   34600, 34601 and 34602 are withdrawn.  The Arapahoe Agreement
   resolves all prepetition claims of Arapahoe against the
   Debtors.

X. The Debtors allow Claim No. 36050 filed by the Town of
   Billerica as a priority claim for $825,253, which will be paid
   pursuant to the Plan.  Claim Nos. 4521 and 4522 are withdrawn.
   The Billerica Agreement resolves all prepetition claims of
   Billerica against the Debtors.

Y. Lewis & Clark County and the Debtors agree that Claim No. 6127
   is allowed as a secured claim for $26,114 in full and final
   satisfaction of Claim No. 6127 and any related claims.  Claim
   No. 6127 will be paid in one lump sum payment.

Z. These claims are allowed as secured tax claims:

      Claimant                        Claim No.      Amount
      --------                        ---------      ------
      Arlington County Treasurer        10474       $138,100
      Millard County                    38239         22,976

   Millard County's Claim Nos. 2066 and 37954 are expunged and
   disallowed in their entirety.

The hearing with respect to these claims is continued to
August 24, 2004:

   Claimant                                        Claim No.
   -------                                         ---------
   Allendale County                                  34725
   Arkansas Dept. of Finance & Administration        23142
   City of Boston, Massachusetts                       532
   City of Memphis, Nebraska                         34757
   Douglas County, Nebraska                          33491
   Nebraska Department of Revenue                    22440
   Nebraska Department of Revenue                    22459
   State of Connecticut, Dept. of Labor              12611


W.R. GRACE: Judge Appoints David Austern as Futures Representative
------------------------------------------------------------------
Judge Fitzgerald grants W.R. Grace & Co.'s request and appoints
David Austern as the Futures Representative.  The Court further
exonerates Mr. Austern of any liability for damages arising from
his appointment unless the injury at issue is caused by Mr.
Austern's gross negligence or willful misconduct.

As previously reported, The Grace Debtors again tried to appoint a
legal representative for future asbestos claimants.  "Due to a
lack of consensus among the official committees in these cases,"
the Debtors asked the Court to determine the most appropriate
individual from among the three candidates they identified to act
as the Futures' Representative.

Throughout the course of these bankruptcy cases, the Debtors have
consistently sought to appoint a Futures' Representative who was
supported by every affected constituency.  Unfortunately, the
Debtors' efforts to identify a consensus candidate have failed.  
Of the three candidates currently identified by the Debtors for
consideration, no one has a consensus.  The Committees have
diverging opinions with respect to these candidates and, as a
result, the Debtors have not been able to obtain unanimous
support for any of the candidates.

The three candidates were:

                    (1) David T. Austern

                    (2) Professor Eric D. Green

                    (3) Dean M. Trafelet

The Committees' opinions on the candidates, including that of yet
another "new" candidate, were:

                              Unsecured
                  Equity      Creditors       PI          PD
                  Committee   Committee   Committee   Committee
                  ---------   ---------   ---------   ---------
David Austern     Strongly    Strongly    Oppose      Oppose
                  support     support

Eric Green        Slightly    Oppose      Support     Oppose
                  oppose

Dean Trafelet     Somewhat    Somewhat    Oppose      Oppose
                  oppose      oppose

"New" Candidate   Oppose      Oppose      Oppose      Oppose

The PD Committee favors the appointment of a candidate who has
never served in a similar capacity.  The Debtors invited the PD
Committee to suggest candidates, but to date none has been named.  
The Debtors considered seeking out such a candidate themselves,
but ultimately decided that the interests of efficiency and
fairness would not be well served through the appointment of a
novice as Futures' Representative.

Of the three candidates suggested, Mr. Austern is the only
candidate that is not presently a futures' representative in any
of the active asbestos Chapter 11 cases pending in the District
of Delaware.  As a result, the Debtors believe that Mr. Austern
may be the most appropriate candidate with the most time
available to devote to the role as Futures' Representative in
these Chapter 11 cases.

To the best of the Debtors' knowledge, each of the three
candidates are disinterested persons within the meaning of the
Bankruptcy Code and neither hold nor represent any adverse
interest.  

Mr. Trafelet is the Futures' Representative in the Chapter 11
cases of Armstrong World Industries, Inc., and USG Corporation.  

Professor Green is the Futures' Representative in the cases of
Fuller-Austin Insulation Co., Babcock and Wilcox Co., and
Federal-Mogul Global, Inc.

Mr. Austern presently serves as the Futures' Representative in
Combustion Engineering, Inc.  However, his role in that case is
almost over as the Chapter 11 plan in that case has been
confirmed. (W.R. Grace Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


W. R. Grace: Sealed Air Files Motion to Vacate Court Opinion
------------------------------------------------------------
Sealed Air Corporation (NYSE:SEE) announced that it filed a motion
with the United States District Court for the District of Delaware
requesting that the court vacate the July 29, 2002 opinion on the
legal standard to be applied relating to the fraudulent transfer
claims against the Company. Sealed Air is not challenging the
settlement agreement signed and presented to the court for
approval in November 2003. The Company still expects that the
settlement agreement will become effective upon the court's
approval and W. R. Grace's emergence from bankruptcy with a plan
of reorganization that is consistent with the terms of the
settlement.

The Company filed the motion to vacate the opinion based on its
belief that the opinion is contrary to established law set forth
in other court rulings, both before and after the opinion was
issued, holding that transactions should not be challenged after
the fact on the basis of hindsight. The motion was filed as a
protective measure in the event the settlement agreement is
ultimately not approved or implemented.

On November 10, 2003, Sealed Air reached a definitive settlement
agreement with the Committees appointed to represent asbestos
claimants in the bankruptcy case of W. R. Grace to resolve all
current and future asbestos-related claims and the pending
fraudulent transfer claims made against the Company and its
affiliates in connection with the 1998 transaction in which Sealed
Air acquired the Cryovac packaging business.

                        About the Company

Sealed Air Corporation, a Delaware corporation formerly known as
W. R. Grace & Co., is a leading global manufacturer of a wide
range of food and protective packaging materials and systems
including such widely recognized brands as Bubble Wrap(R)
cushioning, Jiffy(R) protective mailers and Cryovac(R) food
packaging products. For more information about Sealed Air
Corporation, please visit the Company's web site at
http://www.sealedair.com/

On November 27, 2002, Sealed Air Corporation reached an agreement
in principle with the committees appointed to represent asbestos
claimants in the bankruptcy case of W.R. Grace & Co. to resolve
all current and future asbestos-related claims made against the
Company and its affiliates, the fraudulent transfer claims, and
indemnification claims by Fresenius Medical Care Holdings, Inc.
and affiliated companies in connection with the Cryovac
transaction (on March 31, 2998, Sealed Air completed a multi-step
transaction that brought the Cryovac packaging business and the
former Sealed Air Corporation's business under the common
ownership of Sealed Air Corporation). On December 3, 2002, the
Company's Board of Directors approved the agreement in principle.
The Company was advised that both of the committees had approved
the agreement in principle as of December 5, 2002. The parties
signed a definitive settlement agreement as of November 10, 2003
consistent with the terms of the agreement in principle. The
Company recorded a charge of $850.1 million as a result of the
asbestos settlement in its consolidated statement of operations
for the year ended December 31, 2002.


* BOND PRICING: For the week of June 14 - 18, 2004
--------------------------------------------------  

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American Restaurant                   11.500%  11/01/06    59
American & Foreign Power               5.000%  03/01/30    65
AMR Corp.                             10.200%  03/15/20    71
Applied Extrusion                     10.750%  07/01/11    59
Asarco Inc.                            8.500%  05/01/25    72
Burlington Northern                    3.200%  01/01/45    52
Burlington Northern                    3.800%  01/01/20    73
Calpine Corp.                          7.750%  04/15/09    61
Calpine Corp.                          8.500%  02/15/11    62
Calpine Corp.                          8.625%  08/15/10    62
Calpine Corp.                          8.750%  07/15/07    65
Continental Airlines                   4.500%   2/01/07    75
Comcast Corp.                          2.000%  10/15/29    38
Cummins Engine                         5.650%  03/01/98    70
Delta Air Lines                        7.900%  12/15/09    46
Delta Air Lines                        8.300%  12/15/09    37
Delta Air Lines                        9.000%  05/15/16    41
Delta Air Lines                        9.250%  03/15/22    40
Delta Air Lines                        9.750%  05/15/21    40
Delta Air Lines                       10.125%  05/15/10    48
Delta Air Lines                       10.375%  02/01/11    48
Elwood Energy                          8.159%  07/05/26    69
Foamex L.P.                            9.875%  06/15/07    73
Goodyear Tire                          7.000%  03/15/28    75
Motorola Inc.                          5.220%  10/01/97    74
Missouri Pacific                       4.750%  01/01/30    70
Missouri Pacific                       5.000%  01/01/45    72
National Vision                       12.000%  03/30/09    62   
Northwest Airlines                     7.875%  03/15/08    63
Northwest Airlines                     8.700%  03/15/07    70
Northwest Airlines                     9.875%  03/15/07    73
Northwest Airlines                    10.000%  02/02/09    66
Northern Pacific Railway               3.000%  01/01/47    51
Pegasus Satellite                     11.250%  01/15/10    48
Salton Inc                            12.250%  04/15/08    69
Solutia Inc.                           7.375%  10/15/27    51

                           *********

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
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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
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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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***