TCR_Public/040616.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 16, 2004, Vol. 8, No. 120

                           Headlines

ADELPHIA: All Century/ML Sale Documents To Be Filed Under Seal
ADELPHIA COMMS: Devon Liquidating Trustee Asks To Close Four Cases
ADEPT TECHNOLOGY: Launches Entry Level Adept Cobra I-Series Robots
ADVANCED MEDICAL: S&P Affirms BB- Corporate Credit Rating
AHOLD NV: Q1 2004 Results Negatively Impacted by Divestments

ATLANTIS SYSTEMS: Moves Toward Closing Financing Transaction
BETTER MINERALS: Closes Cash Tender Offer and Consent Solicitation
BEVERLY ENTERPRISES: S&P Revises Outlook To Stable From Negative
CASTLE DENTAL: Bright Now! Dental Completes Acquisition
BUSH INDUSTRIES: Files Ch. 11 Reorganization Plan in New York

CALPINE CORPORATION: Prices New Secured Institutional Term Loans
CONSOLIDATED FREIGHTWAYS: Selling Houston Facilities on June 22
CORNING INC: Reaffirms 2004 Second Quarter Guidance
COVANTA: Hydranautic Wants Stay Lifted To Pursue $7.9MM Retainage
CRIIMI MAE: Plans To Repay $293 Million Bear Stearns Recourse Debt

CRITICAL PATH: Adjourns Special Shareholder Meeting to July 2
DIGITAL LIGHTWAVE: Completes CIT Technologies Settlement
DISTRIBUTION DYNAMICS: Will Hold Public Auction on June 18
ENRON CORP: Examiner Goldin Asks for Relief from SPE Investigation
ENRON CORPORATION: Baupost and Racepoint Withdraw Plan Objection

ENRON POWER: Asks Court to Disallow California Power's Claim
EPRESENCE: Hires Verdolino & Lowey to Administrate Liquidation
EPRESENCE: Will Make Initial Liquidation Distribution on June 23
EXIDE TECH: Subsidiary Debtors Move To Close Chapter 11 Cases
FEDERAL-MOGUL: Court OKs Disclosure Statement & Voting Procedures

FEDERAL-MOGUL: In Talks To Settle Pneumo Abex Issues
FOSTER WHEELER: Launches Proposed Equity for Debt Exchange Offer
GEO SPECIALTY: Wants to Employ Crowe Chizek as Auditors
GLOBALSTAR CAPITAL: Plan Confirmation Hearing is Tomorrow
GROUPE BOCENOR: Files Notice of Intention Under BIA in Canada

GRUPO IUSACELL: Continues to Work on Syndicated Loan Restructuring
HAWAIIAN HOLDING: Ranch Capital Led Investor Group Buys 10M Shares
HOLLINGER INT'L:  Declares Quarterly Dividend Payable on July 15
HORIZON NATURAL: WL Ross Group Raises Bid to $277,350,000
IBASIS INC: Expects to Close Debt Refinancing On Friday

JILLIAN'S ENTERTAINMENT: Has Until June 25 to File Schedules
KIEL BROS: Files for Chapter 11 Protection in S.D. Indiana
KMART: Wants to Recover Preferential Payments from Trade Vendors
LANTIS EYEWEAR: U.S. Trustee Names 7-Member Creditors' Committee
LEGACY HOTELS: Resumes Quarterly Distribution of $0.08 Per Unit

LOGAN PLACE PROPERTIES: Case Summary & 19 Unsecured Creditors
LUCENT TECHNOLOGIES: Tata Teleservices Awards $30 Million Contract
LUCENT: Secures Handyphone System Contracts From China Telecom
MARINER ENERGY: S&P Removes B- Corporate Credit Rating From Watch
MJ RESEARCH: Committee Hires McDonald Carano as Local Counsel

NAT'L CENTURY: Court OKs Protective Orders With Rule 2004 Targets
NEIGHBORCARE INC: Board Opts to Reject Omnicare Offer
OCWEN RESIDENTIAL: Fitch Downgrades 1999-R1 Class B-5A Rating To C
ORION REFINING: Plan Confirmation Hearing Set for June 24
PEGASUS SATELLITE: Applies To Employ Sidley Austin As Lead Counsel

PEGASUS SATELLITE: Taps Bernstein Shur as Local Bankruptcy Counsel
PEGASUS SATELLITE: Sues NRTC, Its Officers, and DIRECTV in Maine
PIERRE FOODS: Tender Offer for Senior Notes to Expire on June 28
PILLOWTEX CORP: Asks Court To Approve $1,350,000 J.C. Penney Pact
POLYONE CORP: S&P Cuts Ratings to B+ & Says Outlook is Negative

PREFERRED RIVERWALK: Employing Langley & Banack as Co-Counsel
RANGE RESOURCES: S&P Rates $100M Senior Subordinated Notes at B
RCN CORPORATION: Hiring Swidler Berlin As Regulatory Counsel
RESIDENTIAL ASSET: S&P Lowers 2001-RS2 Class B-I Ratings to D
ROCKFORD CORPORATION: Closes New $12.5 Million Private Placement

ROGERS COMMS: Schedules 2nd Quarter Conference Call for July 21
RTA LLC: Case Summary & 100 Largest Unsecured Creditors
SERVICE MERCHANDISE: Ready to Trash Obsolete Business Records
SK GLOBAL: Wants to Stretch Lease Decision Time to September 20
SKI MARKETING CORP: Case Summary & 20 Largest Unsecured Creditors

SOLUTIA INC: Agrees to Amend Toray Industries Supply Contract
STELCO INC: Monitor Ernst & Young Releases Fifth Report
STELCO INC: Welcomes Court Decision on Mediator's Appointment
TANGO INC: Adds Award-Winning Ron Ransom to Art Department
THERMACLIME INC: S&P Assigns B- Rating to Corporate Credit

THOUSAND OAKS: Case Summary & 20 Largest Unsecured Creditors
THREE JACK INC: Case Summary & 7 Largest Unsecured Creditors
UAL: Wants to Extend Exclusive Time to File Plan to September 30
UTI CORPORATION: S&P Rates Corporate Credit & Bank Loan at B+
VARI-L CO: Will Make Final Distribution Out of Asset Sale Proceeds

WEIRTON STEEL: Caterpillar Wants Stay Modified To Recover Loaders
WHISTLER: Commences Formal Review After Berlin Stock Delisting
WORLDCOM INC: Provides Update on Certain Claim Settlements
XIGNUX S.A.: S&P Affirms Local & Foreign Currency Ratings at BB-
XTREME COMPANIES: Sells New Fire-Rescue Jet Boat to Jackson County

* David Blea & Ada Clapp Join Brown Rudnick's New York Office
* Texas Magazine Recognizes 22 Winstead Attorneys as Rising Stars

* Upcoming Meetings, Conferences and Seminars

                           *********

ADELPHIA: All Century/ML Sale Documents To Be Filed Under Seal
--------------------------------------------------------------
On April 5, 2004, ML Media Partners, L.P., asked the Court to
require Adelphia Communications (ACOM) to cooperate in providing
due diligence material to a potential third-party purchaser.  On
April 8, ACOM opposed the request, to which ML Media replied on
April 13.

On April 15, 2004, a hearing was held before the Court regarding
ML Media's Due Diligence Motion.  At that time, the Court
directed the parties to separately brief the issue of the actual
process that should be adopted for conducting a sale.  Upon
agreement of all parties and the Court, the hearing regarding the
sale process was scheduled for April 30.  ML Media and ACOM
agreed to submit their separate papers with respect to the Sale
Process Motion, and their responses.

According to Scott A. Eggers, Esq., at Proskauer Rose, LLP, in
New York, counsel for ML Media, the Sale Process Motions will
include discussions of Century/ML's confidential commercial
information that may prejudice it in negotiating with bidders and
potential bidders in whatever sale process is ultimately adopted.
These Motions will disclose the deliberations of ACOM and ML
Media regarding an auction and sale process, including the
incentives and motivations of Century/ML's joint venture partners
in connection with a sale, and the incentives and motivations of
bidders.  Making the information public at this time could
materially and adversely impact Century/ML in its effort to
maximize the value of its estate.  Participants in the sale
process should be focused on putting their best bids forward and
not on the bidding process, strategies or the motivations of ML
Media and ACOM.

At ML Media's request, the Court requires all parties to file
under seal any motions, memoranda of law, supporting
declarations, or other supporting, opposing or responsive papers
relating to ML Media's request to determine the sale process for
Century/ML Cable Venture.

On April 28, 2004, ML Media filed its request to determine the
sale process for Century/ML under seal.  ML Media supplemented
its request on May 3.

ACOM also filed under seal its objection to ML Media's request to
determine the sale process. (Adelphia Bankruptcy News, Issue No.
60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Devon Liquidating Trustee Asks To Close Four Cases
------------------------------------------------------------------
Buccino & Associates, Inc., Devon's Liquidating Trustee, asks the
U.S. Bankruptcy Court for the District of Delaware to close the
Chapter 11 cases of Devon Roanoke E, LLC, Devon Charlottesville
D, LLC, Devon Rutland D, LLC, and Devon Burlington D, LLC.

The Chapter 11 case of Devon Mobile Communications, LP, Case No.
02-12431 will remain open.

Michael R. Nestor, Esq., at Young, Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, explains that the Subsidiary Cases
have been "fully administered" within the meaning of Section 350
of the Bankruptcy Code, making it appropriate for the Court to
close them.  As a consequence of the substantive consolidation of
the Devon Debtors' estates, claims asserted against the Debtors
in the Subsidiary Cases are deemed asserted against Devon Mobile,
and there is effectively only a single estate among all Devon
Debtors.

Mr. Nestor informs the Delaware Court that there are no pending
motions, contested matters, or other proceedings in the
Subsidiary Cases. (Adelphia Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADEPT TECHNOLOGY: Launches Entry Level Adept Cobra I-Series Robots
------------------------------------------------------------------
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 the
availability of the Adept Cobra(TM) i-series robots for entry
level applications that are currently utilizing dedicated
automation or manual labor. Historically, robots were not
considered viable in these applications due to prohibitive cost,
difficulty in installation and complications with support. With
its simpler design, plug and play installation and easy to use
capabilities the new standalone i-series robots are designed to
extend the use of robotics to applications currently employing
dedicated automation or manual labor.

"The Adept Cobra i-series robots are revolutionary in design. They
are the only self-contained SCARA robots in the world with the
controller built into the robot arm," said John Dulchinos, vice
president of sales for Adept Technology, Inc. "This makes the
robot easier to install and operate and gives it a much smaller
footprint ideal for basic automation tasks such as mechanical
assembly, part transfer, material handling, packaging,
palletizing, machine tending, screw driving, and many other entry
level applications."

The Adept Cobra i600 and Adept Cobra i800 robots are capable of
running completely standalone under the Adept MicroV+ operating
system and programming language, without the need for an external
controller, electronics, or breakout box. Robot installation is
reduced to mounting the robot and connecting power. Adept
Cobra(TM) i600 & i800 robots can be deployed quickly and easily
and controlled from commands from PC programs, Digital I/O, or a
Programmable Logic Controller (PLC).

                     About the Company

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: S&P Affirms BB- Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and 'B' subordinated debt ratings on vision care company
Advanced Medical Optics Inc.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and its '2' recovery rating to the company's proposed
senior secured bank facilities. The facilities include a $100
million revolving credit facility, a $275 million term loan B, and
a $175 million bridge term loan, all of which mature in 2009. The
debt rating is the same as the company's corporate credit rating
because Standard & Poor's expects that lenders would recover a
substantial, though not necessarily full, amount of outstanding
principal in the event of a default.

Proceeds from the term loans are expected to be used to fund the
company's $450 million acquisition of Pfizer Inc.'s ophthalmic
surgical business. Pro forma for the proposed debt, as of March
26, 2004, AMO would have had approximately $685 million of debt
outstanding.

The outlook is stable.

Santa Ana, California-based AMO manufactures ophthalmic devices
for refractive and cataract eye surgery. It also makes products
and solutions for contact lens care.

Since its mid-2002 spin-off from Allergan Inc., AMO has
strengthened its defense against changing eye-care technologies
and competitive market factors by launching new and evolved
products and honing its operating efficiency. The company has
increased its sales of, and market share in, foldable intraocular
lenses, IOL delivery systems, and phacoemulsification systems.

"The Pfizer ophthalmic surgical acquisition would enrich AMO's
cataract franchise by adding well-established viscoelastic
products used in ocular surgery, an important line it previously
lacked, and by adding the CeeOn and Tecnis IOLs," said Standard &
Poor's credit analyst Jill Unferth. "The acquisition should also
add new refractive IOLs to AMO's new-product pipeline and provide
a small foothold in a new market, the glaucoma device business.
Medium-term sales growth will likely rest on new iterations of
these higher-technology-content products, new refractive implants,
and possible core-line acquisitions, such as the pending
transaction."

The company's contact lens solutions business, particularly its
COMPLETE line, should also continue to generate relatively stable
revenues. AMO is expected to realize savings as it further
disengages its R&D and manufacturing assets from Allergan's and
strengthens its internal infrastructure. However, third-party
reimbursement both in the U.S. and overseas remains a critical
factor for this company, owing to its operating concentration in a
relatively narrow range of ophthalmic surgical procedures.


AHOLD NV: Q1 2004 Results Negatively Impacted by Divestments
------------------------------------------------------------
Ahold NV published its first quarter 2004 results.

"We announced that 2004 will be a year of transition," said Anders
Moberg, Ahold President and CEO, commenting on the results. "In
March we sold Bompreco and Hipercard in Brazil and we have
completed our departure from Asia, all of which were important
milestones on our 'Road to Recovery' program. The results were
heavily impacted by the exceptional losses that we previously
communicated relating to these divestments. Apart from these
exceptional losses that have no impact on equity or cash, the main
operating companies performed in line with our expectations."

                          Summary

Net sales

In the first quarter of 2004 net sales amounted to EUR 15.4
billion, a decrease of 11.3% compared to the same period in 2003.
Net sales growth was approximately 1.3% excluding currency impact
and the impact of divestments. Ahold's retail operations in the
United States have experienced ongoing challenging market
conditions. In the European retail operations net sales excluding
currency impact and the impact of divestments remained unchanged
compared to the same quarter of 2003. Net sales at U.S.
Foodservice increased in U.S. dollars by 4.6% to USD 5.5 billion,
mainly driven by food price inflation.

Operating loss: mainly due to losses related to divestments

The operating loss amounted to EUR 145 million (Q1 2003: operating
income EUR 402 million) and was primarily caused by exceptional
losses of EUR 450 million (Q1 2003: EUR 0 million) related to the
divestments of Bompreco, Hipercard and operations in Thailand.
These exceptional losses were mainly caused by accumulated foreign
currency translation adjustments ("CTA losses") and goodwill
reversals. (See "Definitions" below for an explanation of CTA
losses and goodwill reversals.) These losses, which were expected,
have no impact on equity or cash. Operating income from the U.S.
retail operations was heavily impacted by a weaker U.S. dollar.
Furthermore, non-recurring costs for the integration of Stop &
Shop and Giant-Landover and the U.S. corporate office (USD 25
million) impacted operating income negatively. Ahold expects this
integration to generate significant benefits in 2005 and beyond.
The operating loss at U.S. Foodservice was lower than last year's
quarter. Operating income from the European retail operations was
impacted by a weaker performance in Spain and higher costs related
to pensions in the Netherlands. Both Albert Heijn and Central
Europe performed resiliently in the first quarter of this year.

Net loss: favorable impact of lower interest expenses

The net loss of EUR 405 million (Q1 2003: net income EUR 84
million) was primarily caused by the exceptional losses on
divestments as described above. Net interest declined by 29.2% to
EUR 223 million with the repayment of debt during 2003, the
increase of the cash balance to EUR 3.8 billion and much lower
bank fees.

Further reduction of net debt

Net debt was further reduced from EUR 7.5 billion at the end of
2003 to EUR 7.1 billion at the end of the first quarter of 2004,
the result of our ongoing efforts to strengthen our balance sheet.

Strong cash flow generation

Net cash generated before financing activities was EUR 485 million
in the first quarter of 2004 (Q1 2003: net cash outflows EUR 24
million). This improvement was mainly due to cash inflows from
divestments and lower capital expenditure.

Full-year 2004: a year of transition

With regard to the outlook for 2004, Ahold refers to its full-year
2003 financial statements, published on April 19, 2004. As
previously announced, exceptional items related to certain
divestments, of which a substantial portion was booked in the
first quarter, will have a significant impact on net income for
2004. However, this will have no impact on equity or cash.

                   Ahold Q1 2004 Results

Ahold prepares its financial statements in accordance with
accounting principles generally accepted in the Netherlands (Dutch
GAAP). Dutch GAAP differs in certain material respects from
accounting principles generally accepted in the United States (US
GAAP). All financial information in this press release is based on
Dutch GAAP unless otherwise noted.

The results for Q1 2003 presented in this press release have been
adjusted to make them comparable to the results for Q1 2004. These
adjustments to the Q1 2003 results relate to accounting for vendor
allowances, and reflect the following:

-- In the fourth quarter of 2003 Ahold adopted EITF 02-16
    "Accounting by a Customer (including a Reseller) for certain
    Consideration Received from a Vendor"("EITF 02-16"). As the
    Adoption of EITF 02-16 in the fourth quarter includes the
    effect of EITF 02-16 from December 30, 2002, Ahold adjusted
    the results for Q1 2003 for the portion of the effect that
    related to Q1 2003, which  resulted in an increase in net
    income for Q1 2003 by EUR 27 million (as previously
    announced); and

-- In response to the irregularities announced in February 2003
    relating to vendor allowances we conservatively deferred the
    recognition of certain vendor allowances in Q1 2003 until Q2
    2003. After analyzing the accounting of our vendor allowance
    arrangements Ahold determined that EUR 65 million of income
    from vendor allowances, net of tax effect, could have been
    recognized in Q1 2003 instead of Q2 2003 in accordance with
    the current accounting policies.

The financial reporting calendar has been amended versus
previously announced: the results for Q4 2004 and year 2004 will
be published on March 29, 2005.

                        Net sales

In the first quarter of 2004 net sales amounted to EUR 15.4
billion, a decrease of 11.3% compared to the same period in 2003.
Net sales growth excluding currency impact and impact of
divestments was approximately 1.3% in the first quarter. Net sales
were significantly impacted by lower currency exchange rates
against the Euro, in particular that of the U.S. dollar. In
challenging conditions, the U.S. retail operations experienced net
sales growth, excluding currency impact and the impact of the
divestment of Golden Gallon, of 0.3%. In the European retail
operations, net sales excluding currency impact and the impact
from divestments, remained unchanged compared to the same quarter
last year. U.S. Foodservice showed an increase in net sales in
U.S. dollar of 4.6%, mainly driven by food price inflation.

                     Operating income

Operating income before impairment and amortization of goodwill
and exceptional items

The operating income before impairment and amortization of
goodwill and exceptional items, decreased by 22.9% to EUR 351
million, heavily impacted by the weak U.S. dollar against the
Euro. In addition there were non-recurring costs in the first
quarter of USD 25 million relating to the integration process of
Stop & Shop, Giant-Landover and the U.S. corporate office. This
integration is expected to yield significant benefits in 2005 and
beyond. Operating income from the European retail operations was
impacted by a weaker performance in Spain and higher costs related
to pensions in the Netherlands. Both Albert Heijn and Central
Europe performed resiliently in the first quarter of this year.
U.S. Foodservice showed an improved operating income before
impairment and amortization of goodwill and exceptional items.
This improvement was largely due to currency impact and an
increased leverage of fixed costs over a higher amount of sales in
U.S. dollars.

                      Operating income

The operating loss of EUR 145 million (Q1 2003: operating profit
EUR 402 million) was mainly due to exceptional losses of EUR 450
million relating to the divestments of Bompreco and the operations
in Thailand. These exceptional losses, which were expected and
also discussed in prior press releases, have no impact on equity
or cash.

                     Goodwill amortization

Goodwill amortization in Q1 2004 amounted to EUR 46 million, a
decrease of 13.2% compared to Q1 2003. This decrease was primarily
due to a lower U.S. dollar exchange rate.

                     Goodwill impairment

No goodwill impairment charges were required in the first quarter
of 2004.

            Loss on disposal of tangible fixed assets

In the first quarter the loss on disposal of tangible fixed assets
amounted to EUR 6 million compared to a gain of EUR 8 million in
the same period last year.

                      Exceptional loss

An exceptional losses of EUR 450 million was recorded in Q1 2004
compared to no exceptional losses in Q1 2003. The Q1 2004
exceptional losses was related to the divestments of Bompreco,
Hipercard and operations in Thailand. Of these exceptional items,
EUR 322 million related to CTA losses and EUR 213 million to the
partial reversal of goodwill, both of which had previously been
charged to shareholders' equity. These negative impacts were
partly offset by a EUR 85 million gain representing the difference
between the selling price and the book value of certain assets.

                         Net loss

Ahold reported a net loss of EUR 405 million in Q1 2004 compared
to a net income of EUR 84 million in Q1 2003, mainly due to the
above-mentioned exceptional losses. The weakening of the U.S.
dollar against the Euro also had a negative impact.

         Net financial expense showed a significant decrease

Net financial expense was EUR 218 million in Q1 2004 compared to
EUR 292 million in Q1 2003. Net interest amounted to EUR 223
million, a decrease of 29.2% compared to Q1 2003. The decrease was
primarily caused by lower banking fees, higher interest income and
lower interest expenses, related to the substantially decreased
net debt and the lower U.S. dollar exchange rate.

The gain on foreign exchange in Q1 2004 amounted to EUR 5 million,
compared to EUR 23 million in Q1 2003, both mainly related to the
positive impact of the revaluation of the Argentine Peso on U.S.
dollar-denominated debt in Argentina.

                        Income taxes

The effective income tax rate, excluding the impact of non-tax-
deductible impairment and amortization of goodwill and exceptional
items, increased to 48.5% in Q1 2004 compared to 33.1% in Q1 2003,
mainly as a result of the impact of a different geographic mix of
income and consequences of the divestments.

   Share in income (loss) of joint ventures and equity investees

Share in income of joint ventures and equity investees in the
first quarter of 2004 was in line with the same quarter last year.

                Further improved Balance Sheet

Ahold closed Q1 2004 with an improved balance sheet. Since year-
end 2003 Ahold reduced net debt by EUR 422 million to EUR 7.1
billion mainly due to cash inflows from divestments and lower
capital expenditure.

Balance sheet total is reduced, reflecting reduced capital
expenditure and divestments

The USD to EUR exchange rate went up to EUR 0.83 per U.S. dollar
at the end of Q1 2004 compared to EUR 0.80 at year-end 2003.
Despite the currency impact of the stronger U.S. dollar against
the Euro, the company continued to strengthen the balance sheet by
decreasing net debt. The balance sheet total decreased by EUR 130
million. The cash balance increased to EUR 3.8 billion. The
balance sheet total as per year-end 2003 of the companies divested
in March 2004 amounted to EUR 714 million.

Equity increased by almost EUR 0.3 billion Details related to
changes in equity are outlined in Annex C.

            Net debt reduced by EUR 0.4 billion

In the first quarter of 2004 Ahold was in compliance with the
financial ratios contained in its December 2003 Credit Facility.
The main covenants consist of Net Debt / EBITDA and EBITDA / Net
Interest Expense Ratios. Net debt decreased due to cash inflows
mainly related to divestments and lower capital expenditure.

                       Cash flow

Net cash inflow before financing activities improved mainly as a
result of the divestment of Bompreco and Hipercard and the
operations in Thailand.

     Lower operating income impacted by integration costs

Net sales in the U.S. retail trade operations in Q1 2004 decreased
1.2% in U.S. dollars compared to Q1 2003. Net sales in the first
quarter were negatively impacted by the Easter calendar effect by
approximately 0.8%; i.e. the first quarter of 2004 included the
week after Easter, which in food retail is a slow week, compared
to 2003 where the first quarter ended with the week before Easter,
which is usually a strong week. Excluding the impact of the
divestment of Golden Gallon in 2003 net sales in U.S. dollars
increased slightly by 0.3%. Identical sales in U.S. dollars
declined by 1.6% and comparable sales in U.S. dollars declined by
1.0% in Q1 2004 compared to Q1 2003, partly caused by the earlier-
mentioned Easter calendar effect.

During the first quarter of 2004 Ahold began integrating the two
largest U.S. retail operating companies, Stop & Shop and Giant-
Landover, into one arena. The integration will improve long-term
competitiveness and cost-effectiveness of these companies. In
addition, Ahold started integrating the U.S. retail corporate
functions into this new arena. These steps will generate
significant benefits in 2005 and beyond. Operating income before
impairment and amortization of goodwill and exceptional items in
the U.S. retail trade business in U.S. dollars decreased by 12.6%
compared to Q1 2003 impacted heavily by the non-recurring
integration costs (USD 25 million). Both Stop & Shop and Giant-
Carlisle showed a solid performance in the first quarter of 2004.

   Resilient performance in the Netherlands and Central Europe

The net sales decline of 1.1% in the first quarter of 2004 in the
European retail operations is partly related to the divestments of
De Tuinen and Jamin in 2003. Excluding currency impact in Central
Europe and impact from divestments, net sales were unchanged
compared to the same quarter of 2003. In the European retail
operations, net sales were also negatively impacted by the Easter
calendar effect. Sales volume at Albert Heijn increased as a
result of the price repositioning campaign. The impact of food
price deflation was largely offset by a higher sales volume. The
identical sales at Albert Heijn declined by 0.2% compared to the
same quarter of 2003. (Note that net sales at Albert Heijn were
EUR 6 million lower versus previously announced in the Q1 2004
trading statement resulting from a final adjustment.)

Operating income before impairment and amortization of goodwill
and exceptional items in the European retail operations decreased
by 16.7%, primarily due to higher pension costs (EUR 15 million)
and a weaker performance in Spain. At Albert Heijn the price
repositioning in combination with ongoing cost reductions led to a
slightly higher operating income. The operations in Central Europe
reported a lower operating loss due to increased net sales,
improved margins and cost reductions resulting from the
integration of the Central European retail operations.

                    U.S. Foodservice

U.S. Foodservice showed an increase in net sales excluding
currency impact of 4.6%, primarily driven by food price inflation.
The operating loss at U.S. Foodservice in the first quarter of
2004 was EUR 58 million, compared to a loss of EUR 73 million in
the first quarter of 2003. This improvement was largely due to
currency impact and an increased leverage of fixed costs over a
higher amount of sales in U.S. dollars. During the first quarter
of 2004, U.S. Foodservice continued the process of improving the
effectiveness of its procurement contracts and organization, as
well as evaluating the profitability of its largest customer
accounts.

                      South America

Net sales in the South American retail trade operations in Q1 2004
were EUR 336 million, compared to EUR 581 million in the same
period last year. The decrease was primarily a result of the
divestments of Santa Isabel in 2003 and Bompreco in March 2004.
CTA loss and reversal of goodwill resulting from the divestment of
Bompreco heavily impacted operating income. Operating income
before impairment and amortization of goodwill and exceptional
items decreased from EUR 2 million in Q1 2003 to an operating loss
of EUR 1 million in Q1 2004.

                          Asia

Net sales in the Asian retail trade operations in Q1 2004 amounted
to EUR 51 million, a decrease of 53.2% compared to Q1 2003. This
decrease was primarily due to the divestments of the operations in
Malaysia and Indonesia completed in September 2003 and the
divestment of the Thai operations in March 2004. The operating
loss increased from EUR 7 million to EUR 18 million due to
exceptional losses in the form of CTA loss and reversal of
goodwill related to the divestment of the Thai operations.

                    Other activities

Other activities mainly include operations of three real estate
companies that acquire, develop and manage store locations in
Europe and the U.S. and corporate overhead costs of the Ahold
parent company.

                       *   *   *

As previously reported, Fitch Ratings, the international rating
agency, assigned Netherlands-based food retailer Koninklijke Ahold
NV a Stable Rating Outlook while removing it from Rating Watch
Negative.  At the same time, the agency affirmed Ahold's Senior
Unsecured rating at 'BB-' (a speculative rating indicating that
there is a possibility of credit risk developing, particularly as
the result of adverse economic change over time; however, Fitch
says, business or financial alternatives may be available to allow
financial commitments to be met) and its Short-term rating at 'B'
(Fitch's speculative rating, indicating minimal capacity for
timely payment of financial commitments, plus vulnerability to
near-term adverse changes in financial and economic conditions).

The Stable Outlook reflects the benefits from the shareholder
approval, granted on Wednesday, for a fully underwritten
EUR3billion rights issue.  Ahold however continues to face
financial and operational difficulties which have been reflected
in the Q303 results. Ahold announced in early November its
strategy for reducing debt through its EUR3bn rights issue and
EUR2.5bn of asset disposals as well as improving the trading
performance of its core retail and foodservice businesses. Whilst
the approved rights issue addresses immediate liquidity concerns,
operationally, the news is less positive with Ahold's core Dutch
and US retail operations both suffering from increased
competition, mainly from discounters, resulting in operating
profit margin erosion. Ahold's European flagship operation, the
Albert Heijn supermarket chain in the Netherlands, recently
reported both declining sales and profits, as consumers turn to
discount retailers. In reaction to this, Albert Heijn, has amended
its pricing structure which in turn would suggest that it will be
more challenging in the future to match historic operating margin
levels.


ATLANTIS SYSTEMS: Moves Toward Closing Financing Transaction
------------------------------------------------------------
Atlantis Systems Corp. announced that in excess of 50% of its
outstanding shares, the Company voted in favour of proceeding with
the closing of its previously announced equity financing.
Atlantis had previously received all necessary regulatory
approvals and is moving towards closing this transaction in the
next few days.

This financing will result in the issuance of up to $6 million in
equity units priced at $0.40. Each equity unit consists of one
common share and one half of a common share purchase warrant. Each
full common share purchase warrant is exercisable for two years
following the closing of the financing and the exercise price is
$0.50 per share for the first twelve months following the closing
and $0.60 per share for the second twelve months following the
closing. Concurrent with the closing of this financing will be
the conversion of $3.75 million of outstanding liabilities into
equity. The debt conversion has already received all the necessary
shareholder and regulatory approvals.

Atlantis is a globally recognised developer of simulation-based
aircraft training systems, with a client base that spans defence
forces and government agencies throughout the world, as well as
major commercial airlines and aircrew training centres. Atlantis
trades on the Toronto Stock Exchange under the symbol AIQ.


BETTER MINERALS: Closes Cash Tender Offer and Consent Solicitation
------------------------------------------------------------------
Better Minerals & Aggregates Company (BMAC) announced that its
cash tender offer and consent solicitation for any and all of its
outstanding 13% Senior Subordinated Notes due 2009 (CUSIP No.
087714 AC 5) has closed and all participating noteholders have
received payment.

The tender offer and consent solicitation were financed by a
$120 million senior secured debt facility arranged, led and
underwritten by Silver Point Finance. In addition to funding the
purchase of the bonds, the senior secured debt facility funded
related fees and expenses and interest due on the bonds. Jefferies
& Company, Inc. helped arrange the debt financing and acted as
dealer manager and solicitation agent in connection with the
tender offer that generated participation of approximately 90% of
the noteholders. The Company also renewed a $30 million line of
credit with Wachovia Bank to provide ongoing liquidity.

John A. Ulizio, President and Chief Executive Officer of BMAC and
its operating subsidiary, U.S. Silica Company, said, "This
transaction represents the final step in the overall restructuring
of our business that started in 2002 with the decision to sell the
aggregates business. With reduced debt and lower interest expense,
U.S. Silica Company is better positioned going forward in the
higher value segment of the industrial minerals industry." In
2003, BMAC completed the sale of its aggregates business to Hanson
Corp.

Gary E. Bockrath, Vice President and Chief Financial Officer,
said, "We are very pleased with this financially and strategically
important transaction. As a result of our successful tender offer,
our liquidity improves immediately, providing the business with
increased operating flexibility. Throughout the process, Silver
Point Finance has been a strong and steady partner whose
significant contributions made the transaction possible."

Better Minerals & Aggregates Company, through its operating
subsidiary U.S. Silica Company, is a leading supplier of high
quality silica sand and aplite for the glass, foundry, chemical,
recreational and construction industries, and fine ground silica
and kaolin clay products for the paint, plastic and ceramic
industries. The company employs 760 people at its 15 facilities in
the United States.

At March 31, 2004, BMAC's balance sheet shows a stockholders'
deficit of $108,876,000 compared to a deficit of $106,700,000 at
December 31, 2003.


BEVERLY ENTERPRISES: S&P Revises Outlook To Stable From Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on nursing
home and assisted-living facilities provider Beverly Enterprises
Inc. to stable from negative. At the same time, Standard & Poor's
assigned its 'B' rating to Beverly's proposed $225 million senior
subordinated notes due 2014. The existing ratings on the company
were affirmed.

The company's bank facility, which is rated 'BB', or one notch
above the 'BB-' corporate credit rating, has been assigned a
recovery rating of '1'.

This indicates the expectation for a full recovery of principal in
the event of a default.

Proceeds of the senior subordinated notes will be used, along with
cash, to repay existing senior unsecured notes and a sizable
tender premium. The 'B+' rating on the company's senior unsecured
notes will be withdrawn when this refinancing is completed. The
outlook revision reflects the company's progress in pruning its
more marginal facilities and improving its capital structure.

"The speculative-grade ratings on Beverly Enterprises reflect the
chronic risks the company faces in its industry, such as
reimbursement rates and insurance costs that are much higher than
they were in the past," said Standard & Poor's credit analyst
David Peknay. "However, Beverly has also divested higher-risk,
less strategic facilities, lowered its insurance risk, and reduced
debt, and these turnaround efforts have helped it achieve a credit
profile more consistent with the current rating."

Fort Smith, Arkansas-based Beverly Enterprises is the largest
operator of nursing homes in the U.S., with 368 skilled nursing
facilities, and it also operates 20 assisted-living facilities.
The company's efforts to improve its financial performance and
reduce vulnerability to key industry risks include its divestiture
of more than 150 nursing homes since December 2001. The company
expects to complete its remaining expected asset divestitures
throughout the rest of 2004, disposing of facilities that are
either non-strategic or that pose disproportionately high patient
liability risk. The company has used the proceeds of these sales
for debt reduction.

Nevertheless, the company remains vulnerable to several factors.
Changes in reimbursement remain a longer-term risk to future
financial performance. A Medicare rate cut in 2002 reduced
Beverly's annual revenues by an estimated $56 million, and it is
possible that another rate cut could occur in 2006 if the system
used by Medicare to calculate payments to nursing homes is
revised. Medicaid revenue, which contributes about half of the
company's total, is also risky, as many states suffer from
financial difficulties.


CASTLE DENTAL: Bright Now! Dental Completes Acquisition
-------------------------------------------------------
Bright Now!(R) Dental Inc. and Castle Dental Centers Inc.
(OTCBB:CASL), announced that Bright Now! Dental Inc. has completed
the acquisition of Houston-based Castle Dental. Castle Dental was
a portfolio company majority owned by an affiliate of Sentinel
Capital Partners LLC, and was advised on the transaction by
Sheffield Merchant Banking Group. Bright Now's majority
shareholder is Gryphon Investors Inc., a leading middle-market
private equity firm. Castle Dental is now a wholly owned
subsidiary of Bright Now! Dental Inc.

"We've united two strong organizations, each with significant
capabilities, into one outstanding company," said Steven C. Bilt,
president and chief executive officer of Bright Now. "Castle is an
important addition to the Bright Now family -- our already
extensive national presence is expanded to nearly 300 offices in
19 states. By joining our sector's two strongest business process
support companies, I anticipate that our new entity will be even
more effective in providing these critical services." Bilt looks
forward to leveraging these capabilities to further enhance the
effectiveness of the combined company's talented field operating
teams. "Together, we'll advance our mission of helping dentists to
operate their practices with a heightened focus on excellent
patient care," he said.

             About Bright Now!(R) Dental Inc.

Bright Now! Dental Inc. and its wholly owned subsidiaries, Monarch
Dental Corp., Castle Dental Centers, and Newport Dental Plan,
provide business support services to approximately 300 dental
offices in 19 states nationwide. Affiliated and staff dentists
provide general, specialty, and cosmetic care to more than 2
million patients each year. Bright Now's mission is to manage the
time-consuming business functions of running dental practices, in
order to free dentists to devote virtually all of their time to
caring for patients by delivering high-quality dental care,
superior service, and exceptional value.

Bright Now offers dentists and their patients numerous benefits
and advantages over traditional dental care models. Bright Now
assumes responsibility for business support services such as
finance, sales and marketing, information technology, human
resources, purchasing, and real estate development, while dentists
retain responsibility for all clinical matters. Patients benefit
from quality, full-service dental care, including general
dentistry, cosmetic dentistry, and specialty services such as
orthodontics. Extended evening and weekend office hours,
convenient locations, affordable prices, and flexible payment
plans make quality dental care available to a wide range of
patients.

Based in Santa Ana, Bright Now and its affiliated dentists employ
4,300 people nationwide. Bright Now's majority shareholder is
Gryphon Investors Inc., a leading middle-market private equity
firm with more than $500 million of capital under management. For
more information, visit http://www.brightnow.com/

              About Castle Dental Centers Inc.

Castle Dental Centers Inc. and its affiliated dental practices
provide dental services to 73 dental offices in Texas, Florida,
Tennessee, and California. Based in Houston, Castle Dental traces
its roots back to 1948 when Dr. Jack H. Castle began his first
dental practice. For more information, visit
http://www.castledental.com/

At December 31, 2003, Castle Dental Centers, Inc.'s balance sheet
shows a recovery of total stockholders' equity at $10,435,000. At
December 31, 2002, the company recorded a total stockholders'
equity deficit of $$21,910,000. Working capital deficit for the
year ended 2003 stands at $3,439,000.


BUSH INDUSTRIES: Files Ch. 11 Reorganization Plan in New York
-------------------------------------------------------------
Bush Industries, Inc., filed its Chapter 11 Plan of Reorganization
with the U.S. Bankruptcy Court for the Western District of New
York.  A full-text copy of the Debtor's Plan is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=040610015701

The Plan groups claims and interests into five classes and
outlines their treatment:

  Class                Treatment
  -----                ---------
  1 - Non Prepetition  Unimpaired; On the Effective Date, all
      Credit Facility  Allowed Claims will be Reinstated.
      Secured Claims

  2 - Priority Claims- Unimpaired; On the Effective Date, each
      Non Tax          holder will be paid in Cash, in full.

  3 - Prepetition      Impaired; On the Effective Date, the
      Credit Facility  Reorganized Debtor will issue to all
      Claims           holders of Allowed Class 3 Claims on a
                       Pro Rata Basis, the Proceeds of the Term
                       Loan/LC Financing Facility and the New
                       Common Stock and will deliver the
                       Proceeds of the Term Loan/LC Financing
                       Facility and the New Common Stock on a
                       Pro Rata Basis, in full satisfaction the
                       Claims.

  4 - Unsecured        Unimpaired; On the Effective Date, each
      Claims           holder will be paid in Cash, in full. For
                       the avoidance of doubt, any Claims
                       previously paid by the Debtor in
                       accordance with Prepetition Trade Order
                       shall not be included in Class 4.

  5 - Old Common       Impaired. On the Effective Date all
      Stock Interests  Interests will be deemed cancelled and
      and Stockholder  nullified in all respects and with no
      Claims           further action on the part of the Debtor,
                       the Reorganized Debtor or any other
                       party.

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


CALPINE CORPORATION: Prices New Secured Institutional Term Loans
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced that its wholly owned
subsidiaries, Rocky Mountain Energy Center, LLC and Riverside
Energy Center, LLC, have priced new secured institutional
term loans for the refinancing of its Rocky Mountain and
Riverside Energy Centers.  Both of the approximately
600-megawatt natural gas-fired power plants recently entered
commercial operations.

The refinancing, which is expected to close on June 22, 2004,
consists of $661.5 million of floating rate secured institutional
term loans due 2011, priced at LIBOR plus 425 basis points and
issued at a discount to par of 99.5%.

Net proceeds from the loans, after transaction costs and fees,
will be used to pay final construction costs and refinance amounts
outstanding under the $250 million non-recourse project financing
for the Rocky Mountain facility, and the $230 million non-recourse
project financing for the Riverside facility.  The balance of
approximately $160 million, will be returned to Calpine and will
be used for general corporate purposes.  In addition,
approximately $40 million in cash and $55 million in letters of
credit will be returned to Calpine as the result of the
elimination of certain reserves and letters of credit associated
with the original non-recourse project financings.

The institutional term loans are secured by the power plants, and
the lenders' recourse is limited to such security.  None of the
indebtedness will be guaranteed by Calpine Corporation.

The secured institutional term loans will be placed in the
institutional term loan market.  The refinancing is subject to
certain conditions, including the execution of definitive
documentation.

                      About Calpine

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


CONSOLIDATED FREIGHTWAYS: Selling Houston Facilities on June 22
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 229 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is now placing its
Houston distribution facilities located at 4847 Blaffer St. for
sale individually or together to the highest bidder, through a
reserve auction process scheduled for June 22, 2004.

The CF properties consists of a 91-door cross-dock distribution
facility (terminal #1) situated on 11 acres and 97-door cross-dock
distribution facility (terminal #2) situated on 6.28 acres. Both
facilities have been closed to operations since September 3, 2002
when the 74-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court. 417 CF employees formerly
worked at the Houston terminals.

A starting price has been established for terminal #1 at
$1,495,000 and for terminal #2 at $649,500. Those bidders
interested in purchasing the entire property will start the
bidding at $1,950,000. Interested parties who would like to
participate in the June bankruptcy auction should submit the form
Request to be Designated a Qualified Bidder at Auction. That form
will be found at www.cfterminals.com/Overbidder.html and must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 205 CF properties throughout the U.S. have been sold for
$350 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's web site http://www.cfterminals.com,to
Transportation Property Company at 800-440-5155.

                        About the Company

Consolidated Freightways Corporation (Nasdaq:CFWY) is a $2.2
billion company comprised of national less-than-truckload carrier
Consolidated Freightways, third party logistics provider Redwood
Systems, Canadian Freightways LTD, Grupo Consolidated Freightways
in Mexico and CF AirFreight, an air freight forwarder.
Consolidated Freightways is a transportation company primarily
providing LTL freight transportation throughout North America
using its system of 300 terminals and over 18,000 employees.


CORNING INC: Reaffirms 2004 Second Quarter Guidance
---------------------------------------------------
Corning Inc.'s (NYSE:GLW) President and Chief Operating Officer
Wendell P. Weeks and Corning Vice Chairman and Chief Financial
Officer James B. Flaws met with investors in Boston, Mass., on
June 15 to discuss the company's progress on its three leadership
priorities for 2004: protecting the financial health of the
company; improving profitability; and investing in the future.

During the meetings, the company reiterated its 2004 second-
quarter guidance of revenues in the range of $900 million to $950
million, with earnings per share in the range of $0.07 to $0.09,
before special items. This estimate is a non-GAAP financial
measure and is reconciled on the company's investor relations Web
site.

Weeks and Flaws tell investors that the company's three near-term
growth initiatives: fiber in the local access network, or fiber to
the premises; emission control for products in heavy-duty and
light-duty diesel engines; and the expanding market for liquid
crystal display (LCD) glass each represent a significant
opportunity for Corning. "Corning leads the LCD glass industry in
technology innovation and is poised to increase its leadership
with the transition to larger size glass panels," Weeks will say.
"Corning was the first with Generation 5 and Generation 6 glass,
and is gearing up to deliver Generation 7 glass," he remarks.

Weeks adds that volume growth for Corning's wholly-owned business
is expected to exceed 50 percent this year, outpacing general
industry growth. "Growth is being driven primarily by the
industry's migration to larger generation glass and the continued
penetration to LCD monitors for the desktop computer market,"
Weeks says.

Flaws will also present at the 2004 Wachovia Securities Nantucket
Equity Conference on June 22 in Nantucket, Mass. Flaws'
presentation will be webcast live at 2:30 p.m. EST. It will be
available on Corning Incorporated's Web site by accessing the 2004
Wachovia Securities Nantucket Equity Conference link on the IR
events calendar.

                About Corning Incorporated

Corning Incorporated -- http://www.corning.com/-- is a
diversified technology company that concentrates its efforts on
high-impact growth opportunities. Corning combines its expertise
in specialty glass, ceramic materials, polymers and the
manipulation of the properties of light, with strong process and
manufacturing capabilities to develop, engineer and commercialize
significant innovative products for the telecommunications, flat
panel display, environmental, semiconductor, and life sciences
industries.

                       *   *   *

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Rating Services assigned its 'BB+'
rating to Corning Inc.'s proposed $400 million senior unsecured
notes, consisting of a $200 million 10-year and a $200 million 12-
year offering under the company's existing shelf registration. At
the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and its other ratings on Corning. Proceeds of the
issuance are expected to be used primarily to repay existing debt
and for other corporate purposes.

The ratings outlook is stable.

"While the debt offering is viewed as a mild positive by improving
the term structure of Corning's debt profile in addition to
already substantial debt reduction, we remain mainly focused on
cash flow and earnings improvement by Corning," said Standard &
Poor's credit analyst Robert Schulz.

Fitch Ratings also assigned a 'BB' rating to Corning Inc.'s
proposed debt offering of $400 million of senior unsecured notes,
consisting of two tranches of $200 million due 2014 and 2016. The
'B' convertible preferred stock is affirmed.

According to Fitch, Corning's ratings reflect the strained but
improved credit protection measures, negative free cash flow, and
stabilizing but still challenging telecommunications end-markets
which still comprised 46% of revenue as of December 31, 2003. Also
recognized are the company's improved balance sheet and liquidity
and leading positions in diverse markets.


COVANTA: Hydranautic Wants Stay Lifted To Pursue $7.9MM Retainage
-----------------------------------------------------------------
Hydranautics, Inc., wants to pursue claims and raise issues
relating to a $7.9 million retainage that Tampa Bay Water
withholds.  Kristin J. Casillo, Esq., at Baker & Hostetler, in
Orlando, Florida, explains that the Retainage relates to the
engineering, procurement and construction of a seawater
desalination facility in the Tampa Bay area in Florida.  The
Covanta Tampa Debtors originally subcontracted with Hydranautics
to perform the design, engineering, manufacture, delivery,
installation, start-up, and testing of the Facility.  The Covanta
Tampa Debtors later assigned the contract to TBW.  As a result,
Hydranautics gained a direct contractual relationship with TBW.

TBW instituted an adversary proceeding against the Covanta Tampa
Debtors for alleged deficiencies and failure to complete the
Facility, Ms. Casillo recounts.  That litigation resulted in a
settlement agreement between TBW and the Covanta Tampa Debtors,
which provides for TBW's payment of about $4.9 million to the
bankruptcy estates.  The Settlement Agreement did not indicate
whether the Settlement Funds will be paid from the Retainage.
Pursuant to the Settlement Agreement, $4.4 million of the
Settlement Funds will be paid on the effective date of the
Covanta Tampa Debtors' Joint Plan of Reorganization.

Hydranautics and its sureties, Fidelity & Deposit Company of
Maryland and Zurich American Insurance Company, hold equitable
liens or otherwise superior rights in the Retainage.
Accordingly, Hydranautics and its sureties objected to the
Settlement Agreement, arguing that the Settlement Agreement
should not be approved if it divests them of those rights.

Ultimately, the Court approved the Settlement Agreement subject
to any rights, interests, claims or liens held by Hydranautics
and the Sureties.

On March 11, 2004, Hydranautics filed a complaint for declaratory
judgment against TBW in the U.S. District Court for the Middle
District of Florida, Tampa Division.  TBW wrongfully declared
Hydranautics in default and terminated Hydranautics' contract.
TBW asserts that Hydranautics or the Sureties are required to
complete the Facility or pay for its completion.

The Florida Litigation is in its early stages.  In April 2004,
TBW sought to dismiss the complaint.  Thereafter, Hydranautics
and TBW agreed to abate the Florida Litigation pending the
Sureties' investigation.

Ms. Casillo argues that if TBW is determined to have Hydranautics
or the Sureties complete or pay to complete the Facility,
Hydranautics or the Sureties are entitled to:

   -- receive the Retainage; or

   -- apply the Retainage toward completion of the Facility, by
      virtue of subrogation rights, equitable liens or superior
      rights with respect to the Retainage.

Hydranautics believes that the Retainage is not the property of
the Debtors' estates.  The issues or claims regarding the
Retainage are between Hydranautics and TBW and must, therefore,
be litigated only between them.  The outcome of that litigation
will not impact the Debtors' estates.  Because the Retainage is
not the property of the Debtors' estates, the automatic stay does
not apply.

To the extent the automatic stay is applicable, Ms. Casillo
asserts that cause exists to lift the stay since:

   -- Hydranautics and the Sureties possess equitable liens or
      otherwise superior rights with respect to the Retainage;
      and

   -- the dispute regarding the Retainage must be the subject of
      the Florida Litigation only between Hydranautics and TBW.

Accordingly, Hydranautics asks the Court to:

   (a) lift or modify the automatic stay to allow it to pursue in
       the Florida Litigation its rights with respect to the
       Retainage; and

   (b) allow the Florida District Court or any courts with
       competent jurisdiction to fully adjudicate and determine
       all issues, liens and claims between Hydranautics and TBW
       involving the Facility, including those as to Retainage.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CRIIMI MAE: Plans To Repay $293 Million Bear Stearns Recourse Debt
------------------------------------------------------------------
CRIIMI MAE Inc. (NYSE: CMM) announced that it will pay off
$293 million of its Bear Stearns recourse debt using proceeds from
the issuance of a non-recourse repurchasable senior interest in
its BB+ rated securities, proceeds on the liquidation of hedging
instruments, and amounts drawn on a new four-year limited recourse
repurchase facility.

In addition, the Company received a commitment for a $500 million
non-recourse warehouse facility to finance newly originated
commercial mortgage loans. Deutsche Bank AG or its affiliate will
purchase the senior interest, representing approximately 82% of
the face value of the BB+ rated securities, and provide the two
new financing facilities.

Barry S. Blattman, Chairman and Chief Executive Officer, stated:
"Reducing our recourse debt was one of our primary objectives for
2004. This transaction with Deutsche Bank dramatically reduces our
total recourse debt and effectively replaces it with non-recourse
debt, 'match-funds' most of our core CMBS assets and reduces our
exposure to margin calls. Recourse to the Company under its new
repurchase agreement financing will decrease from Monday's $293
million to only $4.2 million, and the cost of the remaining
approximately $42 million of limited recourse debt will be reduced
from LIBOR+300 basis points to LIBOR+125 basis points.
Additionally, the transaction eliminates $7.5 million of annual
principal amortization payments, strengthens our balance sheet,
and provides an attractive financing arrangement for our loan
origination business. We retained a repurchase option on the BB+
rated bonds thereby enabling the Company to continue to benefit
from possible future ratings upgrades and increases in value in
the remaining core asset portfolio."

Mark R. Jarrell, President and Chief Operating Officer, added:
"This refinancing effectively completes the recapitalization and
match-funding of the Company's core assets, allowing us to move on
to our primary focus of growing CRIIMI MAE's earnings through our
origination-based plan for new business. Obtaining the $500
million non-recourse warehouse facility represents the first step
in implementing that plan and sets the stage for CRIIMI MAE to
begin lending later this year."

To pay off the $293 million of Bear Stearns repurchase agreement
debt, CRIIMI MAE will use the proceeds from the issuance and sale
to Deutsche Bank of a $260 million face amount senior interest in
its $319 million BB+ rated CBO-2 bonds (CRIIMI MAE Commercial
Mortgage Trust Series 1998-C1, Classes D1 and D2), the proceeds
from the liquidation of its $200 million (notional amount) swap
position and from an approximate $42 million draw on the new
repurchase facility.

Total proceeds on the issuance of the $260 million 7% senior
interest certificate will be $238 million, priced to yield
approximately 8.48%. Proceeds realized on the Company's
liquidation of its notional $200 million swap were approximately
$15 million.

CRIIMI MAE's $42 million draw on the new four-year repurchase
facility will be secured by two of the Company's remaining
subordinate CMBS (the retained subordinate interest in Class D2,
and the Class E) at a cost of LIBOR plus 125 basis points. Classes
F through J and issuers equity of CBO-2 along with certain other
securities had an aggregate fair value of $215.6 million as of
March 31, 2004 and will now be unencumbered, thereby providing the
Company more financial flexibility. Recourse to CRIIMI MAE will be
limited to 10% of the borrowing amount, or approximately $4.2
million.

The senior interest certificate is repurchasable by the Company
beginning in June 2009 at the then-current swap rate plus 165
basis points.

The $500 million non-recourse warehouse facility at LIBOR plus 75
basis points is designed to finance the origination of new
commercial mortgage loans - the primary focus of the Company's new
business plan. CRIIMI MAE will use the warehouse facility to
accumulate commercial mortgage loans until it achieves sufficient
volume to securitize loan pools. Targets for the lending program
include $1.5 to $2 billion annual production after an 18- to 20-
month ramp-up period; loan size ranges of $2.5 to $35 million; and
a targeted minimum business line return on equity of 15%. The new
facility may be drawn upon to finance up to 95% of the originated
loan balances, on a non-recourse basis.

To reach its goals, the Company plans to hire an Executive Vice
President of Lending, recruit other lending, credit and closing
staff and develop its production system over the next few months.
By the end of 2004, the Company expects to implement its hedging
program and begin originations of its first commercial mortgage
loans.

Based upon a pricing earlier Monday, the Company anticipates a
closing on the transactions to occur on or prior to June 30, 2004,
subject to completion of definitive agreements, although there can
be no assurance that the Company will complete these transactions
by this date.

For further information about the Company, see the Company's Web
site: http://www.criimimaeinc.com/Shareholders and securities
brokers should contact Shareholder Services at (301) 816-2300, e-
mail shareholder@criimimaeinc.com, and news media should contact
James Pastore, Pastore Communications Group LLC, at (202) 546-
6451, e-mail pastore@ix.netcom.com


CRITICAL PATH: Adjourns Special Shareholder Meeting to July 2
-------------------------------------------------------------
Critical Path, Inc. (NASDAQ:CPTH) announced that as of the close
of business on Friday, June 11, 2004, the Company did not receive
votes from a quorum of shareholders necessary to conduct business
at the special meeting scheduled for June 11, 2004. The Company
adjourned the meeting to July 2, 2004, at 10:00 a.m. (Pacific
time), at Critical Path's principal offices located at 350
Embarcadero, San Francisco, California. Company shareholders who
have not yet voted are encouraged to vote by completing and
returning a proxy card in accordance with the instructions
included in their proxy materials, or by attending the special
meeting.

The Company also announced that, due to the adjournment of the
special meeting of shareholders, the rights offering to purchase
up to $21 million of Series E Preferred Stock of Critical Path,
which was scheduled to expire at 5:00 p.m., New York City time, on
Friday, June 25, 2004, has been extended until 5:00 p.m., New York
City time on Friday, July 16, 2004, unless further extended.

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: Completes CIT Technologies Settlement
--------------------------------------------------------
Digital Lightwave, Inc. (Nasdaq:DIGL), a leading provider of
optical networking technology and test instruments, announced the
filing of a current report on Form 8-K disclosing that on June 8,
2004, Digital Lightwave, Inc., CIT Technologies Corporation, and
Optel LLC and Optel Capital, LLC entered into a mediation
settlement agreement.

Pursuant to the terms of the settlement, the Company paid
$5,200,000 and issued 2,500,000 restricted shares of its common
stock to CIT. In addition, the Company agreed to release all
rights in certain leased equipment previously returned to CIT. The
settlement resolves all disputes between the Company and CIT,
including claims of approximately $15.6 million asserted by CIT in
connection with the non-payment of monies due for equipment
provided under various lease agreements between the parties. The
Company and CIT also entered into a mutual release and executed a
stipulation and joint motion to dismiss the complaint filed by CIT
against the Company on April 7, 2003 in the Circuit Court for
Pinellas County, Florida.

"This settlement completes a significant milestone of the
Company's creditor debt restructuring efforts," said James Green,
President and Chief Executive Officer, "and brings to conclusion
all material legal matters against the Company. With this
settlement completed the management team can now concentrate on
the execution of the Company's business plan and a return to
profitability."

                  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.


DISTRIBUTION DYNAMICS: Will Hold Public Auction on June 18
----------------------------------------------------------
On May 20, 2004, the U.S. Bankruptcy Court for the District of
Minesota approved uniform Sales Procedures proposed by
Distribution Dynamics, Inc., and its debtor-affiliates, in
connection with the sale of substantially all of the estates'
assets.

A Public Auction will be held on June 18, 2004, at 9:00 a.m., at
the offices of:

               Dorsey & Whitney LLP
               50 South Sixth Street, Suite 1500
               Minneapolis, Minnesota

Objections to the sale must be filed and delivered not later than
June 18, 2004, and must be served on the counsel to the debtors,
financial advisor to the debtors, the proposed purchaser, counsel
to the proposed purchaser, counsel to the committee of unsecured
creditors, counsel to the agent for secured lenders and the office
of the U.S. Trustee.

The Sale Hearing will be held on June 21, 2004 at 10:30 a.m.
before the Honorable Dennis D. O' Brien at the Bankruptcy Court.

Copies of the Sales Procedures Order, Bid Procedures and related
documents may be obtained at http://www.mnb.uscourts.gov/

As previously reported in the Troubled Company Reporter,
Distribution Dynamics, Inc., entered into an agreement to sell its
assets and operations to Anixter International Inc. (NYSE: AXE).
That agreement provides that Anixter will acquire substantially
all of the assets and operations of DDI for $25 million. The
agreement excludes (i) the DDI operations in Kansas City,
Missouri, which Anixter has acquired under a separate agreement of
purchase and sale and (ii) the DDI operations located in Portland
and Medford, Oregon.  In connection with this proposed purchase,
Anixter plans to assume certain obligations of DDI under the
facility and operating leases that are used in conjunction with
the operations that Anixter is proposing to purchase and Anixter
plans to make offers of employment to the employees in such
operations.

Separately, Anixter announced in April its intention to make
offers to purchase certain valid, unsecured pre-petition claims in
the bankruptcy to the extent those claims apply to product sales
to the operations that will be acquired by Anixter.

Distribution Dynamics -- http://www.distributiondynamics.com/--
helps companies improve bottom-line results by providing fasteners
and Class 'C' commodities.  The company  filed for chapter 11
protection (Bankr. Minn. Case No. 04-32489) on April 26, 2004.
Mark J. Kalla, Esq., at Dorsey & Whitney LLP, represents the
Debtors.  When the Company filed for chapter 11 protection, it
listed estimated assets of $10 to $50 million and estimated debts
of $50 to $100 million.


ENRON CORP: Examiner Goldin Asks for Relief from SPE Investigation
------------------------------------------------------------------
Enron North America Examiner, Harrison J. Goldin, seeks
procedural protection solely in connection with the termination
of his investigation of certain entities involved in transactions
pertaining to special purpose entities the Debtors created or
structured.

Arthur Steinberg, Esq., at Kaye Scholer, LLP, in New York,
relates that pursuant to the Court's orders, Mr. Goldin spent
nearly six months investigating Bank of America,
PricewaterhouseCoopers, LLP, KPMG, LLP, Royal Bank of Canada, and
UBS Warburg AG.  After finalizing his investigation Mr. Goldin
filed his report on November 14, 2003.

Mr. Steinberg notes that at the Enron Examiner's request, the
Court granted Neal Batson protection regarding the discharge of
his duties as Enron Examiner.  Mr. Goldin wants to be granted a
similar protection as he has stepped into the shoes of Mr. Batson
in every aspect of the SPE Investigation.

Specifically, Mr. Goldin asks Judge Gonzalez to:

   (a) discharge him and his professionals solely from their
       duties relating to the SPE Investigation since they have
       completed all tasks required;

   (b) exculpate him and his professionals in connection with the
       SPE Investigation so as to prevent wasteful, collateral
       litigation involving the reporting process;

   (c) preclude any third party from issuing or serving on him
       or his professionals any discovery requests relating to
       the SPE Investigation, including but not limited to, any
       subpoena, request for document productions, request for
       admissions, interrogatories, subpoenas duces tecum,
       requests for testimony, letters regatory or any other
       discovery of any kind whatsoever in any way related to
       the SPE Investigation with respect to any knowledge or
       documents or any other material in their possession,
       custody or control; and

   (d) relieve him and his professionals of the obligation to
       maintain the balance of the data they obtained during the
       SPE Investigation. (Enron Bankruptcy News, Issue No. 111;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORPORATION: Baupost and Racepoint Withdraw Plan Objection
----------------------------------------------------------------
The Enron Corporation Debtors negotiated the Plan Objections
raised by the Baupost Group, LLC, and Racepoint Partners, LLC.
The parties agree to resolve the Plan Objection through a
Stipulation.

Judge Gonzalez approves the Stipulation, containing these terms:

   (a) Baupost and Racepoint will be deemed to have withdrawn
       the Plan Objections;

   (b) To the extent any Ballots have been cast by Baupost and
       Racepoint to reject the Plan, the rejections are
       withdrawn and the ballots will be deemed to have been
       cast to accept the Plan;

   (c) The Debtors will not modify the Plan in any way that will
       result in a decrease in the "Estimated Recovery" of Class
       4 creditors' distributions by 25 basis points or more in
       aggregate and without taking into account any facts,
       matters, transactions, occurrences or orders that may
       have affected or changed the validity of the assumptions;

   (d) The Debtors will not seek emergency protection, and
       Baupost and Racepoint will be entitled to reasonable
       discovery, with respect to any motion or other requests
       for Court approval of a proposed settlement, if any, with
       Appaloosa Management, LP, Angelo Gordon & Co., LP, or Ad
       Hoc Committee of Yosemite/CLN Noteholders, or any other
       party with respect to any claims arising from:

       -- the "Citibank/Delta Prepay" transactions;

       -- the "Yosemite and Credit Linked Notes" transactions;

       -- any "Enron Credit Linked Notes";

   (e) The Debtors will modify the Plan to clarify that Allowed
       Enron Senior Note Claims are Allowed Claims in these
       amounts:

       Instruments                                     Amount
       -----------                                     ------
       7% Exchangeable Note Payable due 07/31/02    $402,650,299
       9.125% Note Payable due 04/01/03              190,856,046
       9.875% Note Payable due 06/15/03              104,580,903
       7.875% Note Payable due 06/15/03              336,872,656
       Floating Rate Notes due 06/18/03              324,660,097
       0.77% Bond due 06/18/03                        81,334,720
       6.625% Note Payable due 10/15/03               72,269,723
       0.97% Bond due 06/18/04                        81,408,566
       7.625% Note Payable due 09/10/04              191,351,671
       6.75% Note Payable due 09/01/04                86,323,180
       6.75% Senior Notes due 09/15/04                40,577,500
       4.375% Bond due 04/08/05                      368,604,875
       8.375% Note Payable due 05/23/05              175,366,406
       6.625% Note Payable due 11/15/05              250,782,118
       9.625% Note Payable due 03/15/06              172,370,780
       6.40% Note Payable due 07/15/06               239,729,931
       7.125% Senior Notes due 05/15/07              149,501,323
       6.875% Note Payable due 10/15/07               89,798,837
       6.725% Note Payable due 11/15/08              200,635,139
       6.75% Note Payable due 08/01/09               182,549,719
       7.375% Note Payable due 05/15/19              385,658,448
       Convertible Senior Note due 2021            1,271,856,649
       7.00% Senior Debentures due 08/15/23           17,155,658
       6.95% Note Payable due 07/15/28               200,456,176
       6.95% Note Payable due 07/15/28               184,707,191
       0.52% Bond due 05/15/02                       203,196,763
       0.493% Bond due 06/13/02                      162,447,128
       6.50% Note Payable due 08/01/02               153,277,083

   (f) The Debtors agree that the Allowed Enron Senor Note
       Claims constitute "Senior Indebtedness" under the Enron
       Subordinated Indenture, the Enron TOPRS Indenture, and
       the Enron MISP Agreements;

   (g) The Debtors agree that the Schedule "S" to the Plan
       Supplement will not be modified in a manner that would
       eliminate any or all of the Allowed Enron Senior Note
       Claims from constituting "Senior Indebtedness"; and

   (h) The Debtors will not include Allowed Intercompany Claims
       as "Senior Indebtedness" in any amendment to Schedule "S"
       of the Plan Supplement unless otherwise directed by a
       Court Order. (Enron Bankruptcy News, Issue No. 111;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON POWER: Asks Court to Disallow California Power's Claim
------------------------------------------------------------
California Power Exchange Commission (CalPX) filed Claim No. 9112
against Enron Power Marketing, Inc. (EPMI). In the Claim, CalPX
asserts that about $136,000,000 held by CalPX in a segregated
account secures potential contingent claims for refunds filed with
the Federal Energy Regulatory Commission by third-party purchasers
of electricity in the California wholesale electricity markets
CalPX administered.  However, Edward A. Smith, Esq., at
Cadwalader, Wickersham & Taft, LLP, in New York, points out that
under the provisions of the Bankruptcy Code governing secured
claims, applicable non-bankruptcy law and the terms of EPMI's
contractual agreements with CalPX, the EPMI Funds do not secure
the contingent Refund Claims, or anything else.  Rather, the EPMI
Funds are not subject to a valid perfected security interest of
any kind, and EPMI is entitled, as a matter of law, to the
payment of the EPMI Funds to it.

Accordingly, EPMI asks the Court to:

   (a) declare that the EPMI Funds are property of the EPMI
       bankruptcy estate;

   (b) declare that CalPX does not have a valid, perfected
       security interest in the EPMI Funds;

   (c) direct the turnover of the EPMI Funds to it; and

   (d) disallow Claim No. 9112 to the extent it purports to be
       a secured proof of claim. (Enron Bankruptcy News, Issue No.
       111; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EPRESENCE: Hires Verdolino & Lowey to Administrate Liquidation
--------------------------------------------------------------
ePresence, Inc. announced that it had filed Articles of
Dissolution with the Massachusetts Secretary of the Commonwealth
in accordance with its plan of liquidation and that, effective as
of June 14, 2004, its stock transfer books have been closed and
that no stock transfers will be recorded after such date.

ePresence also announced that it had hired Verdolino and Lowey,
P.C. to administrate the liquidation of the Company. ePresence
intends to cease filing periodic reports, such as Forms 10-K and
10-Q, with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. ePresence intends to continue to
disclose material events by filing periodic reports on Form 8-K.

                    About the Company

ePresence, Inc., (Nasdaq: EPRE) is a market leader in delivering
Secure Identity Management solutions based on directory technology
that help companies reduce cost, enhance security, improve
customer service and increase revenues. Our highly focused
solutions have enabled numerous Fortune 1000-class companies to
efficiently and securely provide personalized access to digital
resources for their employees, business partners and customers,
thus maximizing the ROI of their IT- based initiatives.


EPRESENCE: Will Make Initial Liquidation Distribution on June 23
----------------------------------------------------------------
ePresence, Inc. announced that, in accordance with the plan of
complete liquidation and dissolution adopted by its shareholders
on June 3, 2004, its Board of Directors had approved an initial
liquidation distribution to shareholders of $4.05 per share in
cash. The initial liquidating distribution to stockholders is
expected to be made on or about June 23, 2004.

Future liquidating distributions, if any, will be made only to
stockholders of record at the close of business on June 14, 2004.
The timing and amounts of any future distributions will be
determined by ePresence's Board of Directors in accordance with
the plan of liquidation.

                     About the Company

ePresence, Inc., (Nasdaq: EPRE) is a market leader in delivering
Secure Identity Management solutions based on directory technology
that help companies reduce cost, enhance security, improve
customer service and increase revenues. Our highly focused
solutions have enabled numerous Fortune 1000-class companies to
efficiently and securely provide personalized access to digital
resources for their employees, business partners and customers,
thus maximizing the ROI of their IT- based initiatives.


EXIDE TECH: Subsidiary Debtors Move To Close Chapter 11 Cases
-------------------------------------------------------------
Exide Delaware, LLC, Exide Illinois, Inc., RBD Liquidation, LLC,
Dixie Metals Company and Refined Metals Corporation ask the Court
for a final decree closing their Chapter 11 cases.

Rule 3022 of the Federal Rules of Bankruptcy Procedure provides
that:

   "After an estate is fully administered in a Chapter 11
   reorganization case, the court, on its own motion or on the
   motion of a party-in-interest, shall enter a final decree
   closing the case."

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, contends that several
factors has been satisfied in the Subsidiary Debtors' Chapter 11
cases:

   (a) The Confirmation Order has become final;

   (b) There are no deposits to be distributed under the Plan;

   (c) All or substantially all of the property required to be
       transferred on account of claims against the Subsidiary
       Debtors under the Plan has been transferred;

   (d) The Debtors' successors, the Reorganized Debtors, have
       assumed the business pursuant to the Plan;

   (e) Plan payments on account of claims against the Subsidiary
       Debtors have been substantially administered; and

   (f) Motions and contested matters in the Subsidiary Debtors'
       Chapter 11 cases have been substantially resolved.

The Subsidiary Debtors assert that they have substantially
consummated the Plan.  Mr. O'Neill points out that the Court
would still have the ability to reopen the Subsidiary Debtors'
Chapter 11 cases for further administration pursuant to Section
350(b) of the Bankruptcy Code in the unlikely event that the need
to do so would arise.  The Subsidiary Debtors' request would not
prejudice any other party-in-interest.  Rather, closing the
Subsidiary Debtors' Chapter 11 cases would relieve the Subsidiary
Debtors from the payment of further administration fees.

All motions, contested matters, and other proceedings, which were
before the Court in the Subsidiary Debtors' Chapter 11 cases,
have been concluded.  The Subsidiary Debtors do not expect that
any additional matters will be filed in their Chapter 11 cases.

The Subsidiary Debtors will pay all the United States Trustee's
fees due and owing.  The Office of the United States Trustee has
no objection to the closing of the Subsidiary Debtors' Chapter 11
cases.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Court OKs Disclosure Statement & Voting Procedures
-----------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) announced that the
Honorable Judge Raymond T. Lyons, United States Bankruptcy Court
for the District of Delaware, signed an order approving the
solicitation and voting procedures by which the Disclosure
Statement describing the Third Amended Joint Plan of
Reorganization can be distributed to Federal-Mogul's creditors and
equity holders for voting on the Joint Plan of Reorganization.

Through an earlier order entered June 4, 2004, Judge Lyons
approved the Disclosure Statement, finding that it contained
adequate information for creditors and equity holders to vote on
the Joint Plan of Reorganization.

The Bankruptcy Court's June 4 order also set December 9, 2004 as
the date for the confirmation hearing with respect to the Joint
Plan of Reorganization and established various deadlines when
votes and objections on the Joint Plan must be filed.

The Disclosure Statement and Plan of Reorganization will be mailed
shortly to all creditors and equity holders to solicit their votes
in support of the Joint Plan. The Joint Plan is proposed by
Federal-Mogul and by the Unsecured Creditors Committee, the
Asbestos Claimants Committee, the Future Asbestos Claimants
Representative, the Agent for the Prepetition Bank Lenders and the
Equity Committee.

"We are pleased with the progress made to date and the
continuation of our plans to emerge successfully from Chapter 11,"
said CEO and President Chip McClure.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $10.15 billion in assets and $8.86
billion in liabilities.


FEDERAL-MOGUL: In Talks To Settle Pneumo Abex Issues
----------------------------------------------------
The Plan Proponents in Federal-Mogul Corporation's chapter 11
proceedings disclose in their Third Amended Disclosure
Statement a potential compromise with Cooper Industries, Inc.,
Cooper Industries, Ltd., Pneumo Abex Corporation and certain
other entities, pursuant to which the Pneumo Abex Parties will
receive the benefits of an injunction pursuant to Sections 524(g)
and 105 of the Bankruptcy Code.

In 1994, Wagner Electric Corporation, a subsidiary of Cooper,
purchased certain assets and assumed certain liabilities of
Pneumo Abex's friction products division.  Cooper guaranteed
Wagner's performance under the purchase agreement.  After the
sale, Wagner merged with Moog Automotive Products, Inc., another
Cooper subsidiary, with Moog as the surviving entity.

Federal-Mogul purchased Moog from Cooper in 1998 and named it
Federal-Mogul Products, Inc.  As part of the sale, Federal-Mogul
assumed certain pending litigation, including asbestos personal
injury cases that had been filed against Wagner, as well as
asbestos personal injury cases against Pneumo Abex for which
Wagner had agreed to indemnify Pneumo Abex.

Cooper contends that Federal-Mogul assumed all liabilities
relating to Cooper's guaranty under the Pneumo Abex transaction.
Federal-Mogul also purportedly agreed to indemnify Cooper for
claims arising out of the assumed liabilities.  The Debtors
dispute Cooper's contentions.

The Plan Proponents and the Pneumo Abex Parties continue to
negotiate the terms of a definitive agreement, which they intend
to incorporate into the Plan by October 3, 2004.

Court approval of the Pneumo Abex Transaction is not a condition
to confirmation of the Plan or the occurrence of the Effective
Date.

The Agreement will provide for:

   (a) the creation of a Pneumo Abex Subfund and assumption by
       the Pneumo Abex Subfund of the obligation to resolve and
       pay the Pneumo Abex Asbestos Claims;

   (b) the funding by the Pneumo Abex Parties of the Pneumo Abex
       Subfund, through a combination of insurance rights and
       proceeds, cash, stock, guarantees and other forms of
       financial assurances, in a significant agreed amount
       calculated to be sufficient to pay in full all Pneumo Abex
       Asbestos Claims;

   (c) the establishment of trust distribution procedures similar
       to those employed in connection with the FM Products
       (Wagner) Claims to resolve and pay the Pneumo Abex
       Asbestos Claims;

   (d) the release and resolution of all claims by the Pneumo
       Abex Parties against the Debtors for indemnity and
       guaranty related to the Pneumo Abex Asbestos Claims;

   (e) the release of all indemnity obligations of the Pneumo
       Abex Parties to Pneumo Abex;

   (f) the extension of the Third Party Injunction to cover
       Pneumo Abex Parties;

   (g) the pursuit of an appropriate stay pursuant to Section
       105, temporarily enjoining the commencement or
       continuation of litigation or any other action against
       the Pneumo Abex Parties related to the Pneumo Abex
       Asbestos Claims from the date a signed term sheet is
       reached with the Plan Proponents through the date the
       Third Party Injunction is effective; and

   (h) a requirement to incorporate the agreement into the Plan
       and its related documents, including modification of the
       Third Party Injunction to implement the settlement.

The Plan Proponents provide a copy of a Draft Pneumo Abex
Transaction Proposal in the Disclosure Statement, which includes
these elements:

   (a) The Pneumo Abex Parties will make a Qualified Settlement
       Fund payment, consisting of a combination of insurance
       rights and proceeds, cash, stock, guarantees and other
       forms of financial assurances, to the Pneumo Abex Subfund,
       in a significant agreed amount calculated to be sufficient
       to resolve and pay in full all Pneumo Abex Asbestos
       Claims;

   (b) The Pneumo Abex Parties will transfer to Pneumo Abex
       certain rights that they have in and to certain insurance.
       The insurance has a $1.1 billion face value.  Certain of
       the Pneumo Abex Parties may, after consolidation of the
       insurance in Pneumo Abex and the transfer of operating
       assets out of Pneumo Abex, cause the transfer of all the
       outstanding ownership interests in Pneumo Abex or any
       successor by merger to the Pneumo Abex Subfund.  The
       Pneumo Abex Subfund may enter into litigation control,
       reimbursement or similar agreements related to the
       insurance with some or all of the Pneumo Abex Parties to
       reimburse them for some or all of the Qualified Settlement
       Fund payments;

   (c) On the Effective Date and pursuant to the Plan, the Pneumo
       Abex Subfund will assume responsibility for the resolution
       and payment of all Pneumo Abex Asbestos Claims in
       accordance with the Plan and the Asbestos Personal Injury
       Trust Distribution Procedures, as revised to incorporate
       the settlement that is reached;

   (d) Immediately upon execution of a signed term sheet and
       approval by each Plan Proponent, the Debtors, the Future
       Claimants Representative, the Asbestos Claimants Committee
       and the Pneumo Abex Parties will jointly request the
       Bankruptcy Court or the U.S. District Court for the
       District of Delaware to issue an appropriate stay pursuant
       to Section 105, temporarily enjoining the commencement or
       continuation of litigation or any other action against the
       Pneumo Abex Parties related to the Pneumo Abex Asbestos
       Claims through the date that the Third Party Injunction in
       favor of the Pneumo Abex Parties is effective;

   (e) Subject to the approval of each Plan Proponent, the
       definitive settlement documents will permanently settle
       and resolve any and all current and potential claims
       against the Pneumo Abex Parties relating to, associated
       with, arising from or on account of any Pneumo Abex
       Asbestos Claim;

   (f) The Pneumo Abex Parties will become Protected Parties
       under the Third Party Injunction, which will permanently
       enjoin any and all past, present and future holders of
       Pneumo Abex Asbestos Claims or their representatives from
       pursuing remedy relating to, associated with, arising from
       or an amount of any and all claims against or from the
       Pneumo Abex Parties;

   (g) If approved by each Plan Proponent, at the closing of the
       proposed settlement, the Pneumo Abex Parties, the Asbestos
       Claimants Committee, the Unsecured Creditors Committee,
       the FMP Fund and its trustees, the Pneumo Abex Subfund and
       its trustees, the Future Claimants Representative, and
       the Debtors will each execute and exchange releases
       implementing the settlement;

   (h) Pneumo Abex and the Pneumo Abex Subfund will jointly and
       severally defend, indemnify and hold harmless the Pneumo
       Abex Parties, and Reorganized Federal-Mogul and its
       affiliates from any and all claims, including without
       limitation, attorney's fees, associated with, arising
       from, on account of or relating to any Pneumo Abex
       Asbestos Claim;

   (i) The Plan and its incorporated Third Party Injunction will
       be modified to incorporate and implement the terms of the
       settlement; and

   (j) The Asbestos Personal Injury Trust Distribution Procedures
       will be amended to create a matrix and claims resolution
       process for Pneumo Abex Asbestos Claims similar to the
       matrix and claims resolution process applicable to the FMP
       (Wagner) Claims described in the Asbestos Personal Injury
       Trust Distribution Procedures.  The Pneumo Abex Asbestos
       Claims will become "TDP Valued Claims" under the Asbestos
       Personal Injury Trust Distribution Procedures, and
       claimants will be able to submit their claims for
       resolution via an administrative process and will not be
       required to liquidate the claims in the tort system.  The
       claims criteria and values for the Pneumo Abex Asbestos
       Claims will be similar to the claims criteria and values
       set forth in the Asbestos Personal Injury Trust
       Distribution Procedures relative to the FMP (Wagner)
       Claims.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- <http://www.federal-mogul.com/>http://www.federal-mogul.com/--
is one of the world's largest automotive parts companies with
worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-
10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin
T. Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.
(Federal-Mogul Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FOSTER WHEELER: Launches Proposed Equity for Debt Exchange Offer
----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that its proposed
equity for debt exchange offer has been launched. Foster Wheeler
is in the process of distributing the offering materials to
security holders. The offer will expire on July 12, 2004, unless
extended.

A copy of the prospectus relating to these securities and other
related documents may be obtained from the information agent. The
information agent for this exchange offer and consent solicitation
is Georgeson Shareholder Communications Inc., 17 State Street,
10th Floor, New York, New York 10014. Georgeson's telephone number
for bankers and brokers is 212-440-9800 and for all other security
holders is 800-891-3214.

Individuals holding their securities through brokers are urged to
contact their brokers to receive a copy of the prospectus and to
tender their securities.

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 Rothschild at 212-403-3784 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). 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 www.sec.gov, or from the information
agent as noted above.

The foregoing reference to the proposed registered exchange offer
and any other related transactions shall not constitute an offer
to buy or exchange securities or constitute the solicitation of an
offer to sell or exchange any securities in Foster Wheeler Ltd. or
any of its subsidiaries.

                 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/


GEO SPECIALTY: Wants to Employ Crowe Chizek as Auditors
-------------------------------------------------------
GEO Specialty Chemicals, Inc., and its debtor-affiliates, ask the
U.S. Bankruptcy Court for the District of New Jersey for
permission to hire Crowe Chizek and Company LLC, as their auditor.

The Debtors selected Crowe Chizek to act as their auditor because
of the firm's reputation as a leading independent accounting and
consulting firm that provides advisory services to a multitude of
institutional clients.

The Debtors believe that Crowe Chizek has the necessary resources
and is well qualified to provide the audit and advisory services
that will be required in these Chapter 11 cases.  In addition, the
firm has extensive familiarity with the Debtors' businesses,
financial affairs and capital structure as a result of its
prepetition services.

Crowe Chizek will:

   a. review of the consolidated financial statements of Debtors
      as of and for the quarters ended March 31st, June 30th,
      September 30th of 2004;;

   b. audit of the consolidated financial statements of Debtors
      as of and for the year ended December 31, 2003;

   c. audit and report on the financial statements of the Plan;

   d. provide testimony in court on behalf of the Debtors, if
      necessary; and

   e. other necessary advice and services as the Debtors may
      require in connection with their cases.

The hourly rates of the professionals that provided and will
provide services to the Debtors range from $45 to $275 and are
broken down as:

         Designation                Billing Rate
         -----------                ------------
         Administrative Assistants  $45 per hour
         Staff Accountants          $85 per hour
         Senior Staff Accountants   $135 per hour
         Managers                   $175 per hour
         Senior Managers            $225 per hour
         Partners                   $275 per hour

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


GLOBALSTAR CAPITAL: Plan Confirmation Hearing is Tomorrow
---------------------------------------------------------
On May 5, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved the Disclosure Statement filed by Globalstar
Capital Corporation, Globalstar LLC, Globalstar Services Company
and Globalstar LP and its debtor-affiliates.

The Court will convene a hearing tomorrow, June 17, 2004, at 3:00
p.m., to consider whether the Plan should be confirmed.  The
Honorable Peter J. Walsh at the Bankruptcy Court will review
whether the Plan complies with the 13 confirmation standards set
forth in 11 U.S.C. Sec. 1129.  To confirm the Plan, Judge Walsh
must find that:

     (1) the Plan complies with the Bankruptcy Code;

     (2) the Debtors have complied with the Bankruptcy Code;

     (3) the Plan was proposed in good faith;

     (4) all plan-related cost and expense payments are
         reasonable;

     (5) the Plan identifies the individuals who will serve as
         officers and directors post-emergence;

     (6) all regulatory approvals that are necessary have been
         obtained or are respected;

    (7) creditors receive more under the plan than they would
        in a chapter 7 liquidation;

    (8) all impaired creditors have voted to accept the Plan,
        or, if they voted to reject, then the plan complies
        with the absolute priority rule;

    (9) the Plan provides for full payment of Priority Claims;

   (10) at least one non-insider impaired class voted to
        accept the Plan;

   (11) the Plan is feasible and confirmation is unlikely to
        be followed by a liquidation or need for further
        financial reorganization;

   (12) all amounts owed to the Clerk and the U.S. Trustee
        will be paid; and

   (13) the Plan provides for the continuation of all retiree
        benefits in compliance with 11 U.S.C. Sec. 1114.

Copies of the Plan and Disclosure Statement can be viewed at the
office of the Clerk of Court or by contacting:

               Robert L. Berger & Associates LLC
               Globalstar, LP
               PMB 1014
               10351 Santa Monica Boulevard, Suite 101A
               Los Angeles, California 90025

Under the Plan, as previously reported in the Troubled Company
Reporter, Thermo Capital Partners will acquire a majority interest
in a reorganized Globalstar.  Thermo will own 81.25% of a new
company that will take control of Globalstar's assets and
operations, in exchange for a cash investment of up to $43
million.  The remaining 18.75% of the equity interests in the new
company will be distributed to Globalstar's creditors.
Additionally, Globalstar's creditors will have the right to
purchase additional equity interests in the new company for an
aggregate ownership interest of up to 33.87%.

Globalstar, L.P. operates a worldwide low-earth orbit satellite-
based digital telecommunications system and provides a satellite
communications and communication-related service.  The company
filed for chapter 11 protection (Bankr. Del. Case No. 02-10504) on
February 15, 2002.  Paul Leake, Esq., and John J. Rapisardi, Esq.,
at Jones, Day, Reavis & Pogue and Brendan Linehan Shannon, Esq.,
at Young Conaway Stargatt & Taylor LLP, represent Globalstar in
its restructuring.


GROUPE BOCENOR: Files Notice of Intention Under BIA in Canada
-------------------------------------------------------------
Groupe Bocenor Inc. announced that it has filed a notice of
intention to make a proposal pursuant to the Bankruptcy and
Insolvency Act. The Corporation will present, as soon as possible,
a proposal setting out the terms of the restructuring of its debts
and other obligations to its creditors. The Corporation has been
advised that the banking syndicate will continue negotiations for
the refinancing of its indebtedness.

The Corporation's two principal shareholders, 3264289 Canada Inc.,
controlled by the Wood Family, and the Fonds de solidarit, des
travailleurs du Qu,bec, have extended guarantees or letters of
credit to support the Corporation's short term indebtedness
through this process.

Meanwhile, the Corporation intends to continue its operations and
satisfy its customers' orders. Suppliers of the Corporation for
goods and services provided after the filing of the notice of
intention will be paid in the normal course of business.

GROUPE BOCENOR is a manufacturer and distributor of a complete
line of windows and doors. The company sells its products in
Quebec, the Maritimes, Ontario and U.S.A, under the Bonneville
Windows and Doors and Polar Windows and Doors trade marks. The
Multiver division manufactures sealed units and commercial glass.


GRUPO IUSACELL: Continues to Work on Syndicated Loan Restructuring
------------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) informed on
June 11 that, in line with its disclosure in its annual reports
for fiscal year 2002 filed in June 2003 with the Mexican Stock
Exchange and the New York Stock Exchange (20-F), and in accordance
with the terms of the US$266 million Amended and Restated
Syndicated Credit Agreement (Syndicated Loan) dated March 29, 2001
entered into by its principal subsidiary, Grupo Iusacell Celular,
S.A. de C.V., the maturity date for the total principal amount
under this credit was to be accelerated to March 31, 2004 in the
event that Grupo Iusacell Celular was unable to refinance by such
date its US$150 million 10% senior notes due 2004.

Grupo Iusacell Celular has not reached any agreement with the
holders of its senior notes.

Nonetheless, the company continues to work on the process of
restructuring its indebtedness.

                     About Iusacell

Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) is a wireless
cellular and PCS service provider in seven of Mexico's nine
regions, including Mexico City, Guadalajara, Monterrey, Tijuana,
Acapulco, Puebla, Leon and Merida. The Company's service regions
encompass a total of approximately 92 million POPs, representing
approximately 90% of the country's total population.


HAWAIIAN HOLDING: Ranch Capital Led Investor Group Buys 10M Shares
------------------------------------------------------------------
Ranch Capital, LLC announced that an investor group it controls
has purchased 10 million shares of Hawaiian Holdings, Inc.
(AMEX:HA) in a privately negotiated transaction from its
controlling shareholder, AIP, LLC.

Hawaiian Holdings, which is not in bankruptcy, is the parent
company of Hawaiian Airlines, Inc., which has been operating under
bankruptcy-court protection since March 21, 2003. In May 2003, a
trustee was appointed to manage the debtor. Since the filing,
Hawaiian Airlines has continued to operate under the protection of
the court.

"We are excited about our investment in Hawaiian Holdings," said
Lawrence Hershfield, founder and chief executive officer of Ranch
Capital. "Because of the significantly improved performance of
Hawaiian Airlines, we believe that its stock, which is 100-percent
owned directly and indirectly by Hawaiian Holdings, has
significant value." Ranch Capital completed the purchase of
Hawaiian Holdings Inc. through a newly formed entity called RC
Aviation, LLC, where Lawrence Hershfield controls as its managing
member. RC Aviation LLC was advised by Imperial Capital, LLC in
this transaction.

As part of the share-purchase transaction, John W. Adams will
resign his position as chairman and chief executive officer of
Hawaiian Holdings Inc., and Edward Z. Safady, and Thomas J.
Trzanowski will resign as directors of Hawaiian Holdings Inc. RC
Aviation nominees including Lawrence Hershfield and Randall Jenson
will replace them as directors, as soon as legal or regulatory
requirements are met.

Ranch Capital intends to immediately assume the control, direction
and formulation of the Hawaiian Holdings and its proposed plan of
reorganization for Hawaiian Airlines.

"We expect to meet with the trustee and the various parties
interested in the proceedings as soon as possible and look forward
to a rapid and successful conclusion to the proceedings for all of
the parties involved," said Hershfield.

                       About Ranch Capital

Ranch Capital, LLC was formed in October, 2002 by Lawrence
Hershfield and Randall Jenson to invest in distressed, bankrupt
and other special situations. Since its formation, Ranch Capital
has been involved as an investor in a number of bankruptcies
including Oakwood Homes and Seitel, Inc.

                     About Hawaiian Holdings

Hawaiian Holdings is a Delaware corporation that has been public
since August 2002, when Hawaiian Airlines, which had been publicly
held, became its wholly owned subsidiary in an internal corporate
reorganization. Hawaiian Airlines filed for chapter 11 bankruptcy
protection on March 21, 2003.


HOLLINGER INT'L:  Declares Quarterly Dividend Payable on July 15
----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) stated that its Board of
Directors declared a quarterly dividend of $0.05 per share on the
issued and outstanding common stock of the Company to be payable
July 15, 2004, to stockholders of record on July 1,
2004.

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

                         *     *     *

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

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


HORIZON NATURAL: WL Ross Group Raises Bid to $277,350,000
---------------------------------------------------------
The WL Ross led group of holders of a majority of Horizon Natural
Resources' second lien notes has raised their bid for the company
to $277,350,000 from $240,000,000. As a result, Deutsche Bank, the
unsecured creditors committee and other creditors have withdrawn
their earlier objections and supported the designation of the Ross
Group as the preferred bidder. The Ross Group has been designated
by the U.S. Bankruptcy Court and therefore would be entitled to a
breakup fee of $7.2 million if another bidder prevails at the
auction scheduled for August 17.

Wilbur Ross, Chairman of WL Ross & Co LLC, the New York based
private equity firm, said, "We are delighted that Judge Howard has
designated us as the preferred bidder and that the auction is on
an appropriately fast track. We look forward to completing the
acquisition promptly and restoring these coal mining properties to
normal operations."

            About Horizon Natural Resources Company

Horizon Natural Resources Company conducts mining operations in
four states at 20 locations in Kentucky, West Virginia, Illinois
and Indiana.

WL Ross has substantial commitments in Central and Northern
Appalachian coal through its current investments in Anker Coal and
CoalQuest, both located in West Virginia. In recent years, other
WL Ross investment groups have acquired major bankrupt companies
including Bethlehem Steel, Burlington Industries and Cone Mills.


IBASIS INC: Expects to Close Debt Refinancing On Friday
-------------------------------------------------------
iBasis, Inc. (OTCBB: IBAS), the leader in Internet-based voice
communications, announced that it expects to close its previously
announced debt refinancing on Friday, June 18, 2004. The Company
has extended to Thursday, June 17 its offer to exchange
$38,180,000 principal amount of its existing 5 3/4% Convertible
Subordinated Notes due in March 2005 for the same principal amount
of new 6 3/4% Convertible Subordinated Notes due in 2009.

Based on information available as of 4:00 P.M. EDT Monday, the
Company expects that at least 90% of the holders will tender their
notes. "We are pleased with the positive response to the Exchange
Offer. We look forward to completing the debt refinancing and
managing the Company with a stronger balance sheet," said Ofer
Gneezy, President & CEO of iBasis.

Peter Aquino, Senior Managing Director, Capital & Technology
Advisors, and financial advisor to the informal committee of
holders of the 5 3/4% Convertible Subordinated Notes said, "the
committee is enthusiastic about the iBasis business and is looking
forward to closing the debt refinancing."

Holders who have validly tendered their notes do not need to take
further action. Other holders who want to tender must do so no
later than midnight, EDT on June 17, 2004. Except for the
extension of the expiration date all other terms, conditions and
provisions of the Exchange Offer remain the same. This
announcement is neither an offer to sell any securities nor a
solicitation of an offer to buy securities.

Imperial Capital, LLC is serving as the dealer manager for the
Exchange Offer. The Bank of New York is serving as exchange agent.
A prospectus supplement, prospectus, letter of transmittal and
other materials related to the Exchange Offer will be available
free of charge from the information agent, D.F. King & Co., Inc,
48 Wall Street, 22nd Floor, New York, NY 10005 (800-859-8508).
After the Company files the prospectus supplement with the
Securities and Exchange Commission, the prospectus supplement,
prospectus, the letter of transmittal and other materials related
to the Exchange Offer, may also be obtained free of charge at the
Securities and Exchange Commission's website http://www.sec.gov/

                       About iBasis

Founded in 1996, iBasis (OTCBB: IBAS) is a leading carrier of
wholesale international telecommunications services and a provider
of retail international prepaid calling cards sold through major
distributors. iBasis customers include many of the largest
carriers in the world, including AT&T, Cable & Wireless, China
Mobile, China Unicom, MCI, Sprint, Telefonica, Telenor, and
Telstra. iBasis has carried more than nine billion minutes of
international voice traffic over its global Cisco Powered
Network(TM), and is one of the ten largest carriers of
international voice traffic in the world(1). For two consecutive
years service providers have named the company as the best
international wholesale carrier in Atlantic-ACM's annual
International Wholesale Carrier Report Card(2). iBasis was ranked
the #1 fastest-growing technology company in New England in the
2002 and 2003 Technology Fast 50 programs sponsored by Deloitte &
Touche. The Company can be reached at its worldwide headquarters
in Burlington, Massachusetts, USA at 781-505-7500 or on the
Internet at http://www.ibasis.com/

At March 31, 2004, iBasis' balance sheet shows a stockholders'
deficit of $51,381,000 compared to a deficit of $42,108,000 at
December 31, 2003.


JILLIAN'S ENTERTAINMENT: Has Until June 25 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, gave Jillian's Entertainment Holdings, Inc.
and its debtor-affiliates more time to file their schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtors have until June 25, 2004, to file
their Schedules of Assets and Liabilities and Statement of
Financial Affairs.

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.


KIEL BROS: Files for Chapter 11 Protection in S.D. Indiana
----------------------------------------------------------
Kiel Bros. Oil Co., Inc. said that it has filed voluntary
petitions for protection under chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court in the Southern
District of Indiana. During the chapter 11 process, Kiel and its
Tobacco Road convenience stores and wholesale fuel supply business
will continue to operate normally.

The Company also announced that Gregory Pence resigned as
president of the Company and that David Roll, formerly the
Company's chief financial officer, has been appointed president,
effective immediately. Additionally, a previously announced
definitive asset purchase agreement whereby Bulk Petroleum
Corporation was to acquire substantially all of Kiel's convenience
store locations and its wholesale fuel supply business has been
terminated. The transaction could not be completed because Bulk
Petroleum's financing was not in place.

Roll said the vast majority of Kiel's 210 stores and 90 wholesale-
fuel dealer locations in three states will remain open for
business as usual, and all of the company's more than 1,350
employees should report to work as normal. He said employees'
paychecks and benefits are protected, and management does not
envision layoffs as a result of Tuesday's action.

Roll said Kiel elected to seek court protection to give it time to
examine all ways in which to maximize value in the company. He
added that the investment banking and asset-sale advisory firm of
MarketplaceAdvisors has been retained to serve in a chief
restructuring officer role and to assist the Company in exploring
all strategic alternatives, including a sale of substantially all
of the Company's assets. At this point, it is too early to predict
the value and recovery for all of Kiel's shareholders and
creditors.

Roll said the deteriorating dynamics in the convenience store
industry that have depressed gross profit margins on key product
categories such as gasoline and tobacco products and the
termination of the previously announced sale are direct
contributing factors to this action.

As part of its chapter 11 filing, Kiel has filed a motion seeking
court approval to obtain a Debtor-in-Possession (DIP) credit
facility of up to $23.8 million with National City Bank. Pending a
further hearing, Kiel is seeking immediate authorization to use
the DIP facility. The DIP financing will be used for employee
salaries and benefits, ongoing operations, and other working
capital needs.

"We believe our DIP financing will provide us with ample funds to
cover the company's financial needs throughout the bankruptcy
process," said Roll. "Effective Tuesday, Kiel begins new
relationships with its vendors and other business partners. Our
suppliers should continue to deliver as usual. They should rest
assured they will be paid promptly on agreed-to terms for goods
and services rendered from this point forward."

A family-owned business founded in 1941, Kiel Bros. operates its
stores primarily under the Tobacco Road name. Through branded-
supply agreements, a majority of the stores sell the gasoline
brands of BP or Marathon; other stores sell unbranded gas. Its
largest concentrations of stores are in the Columbus, Evansville
and Indianapolis areas of Indiana; and the Lexington and
Louisville areas of Kentucky.


KMART: Wants to Recover Preferential Payments from Trade Vendors
----------------------------------------------------------------
The Kmart Corporation Debtors seek to recover preferential
transfers made to various newspaper vendors, foreign vendors,
produce vendors and other trade creditors, including:

      Creditor                                     Amount
      --------                                     ------
      Arbor Toys Company Limited                   $6,324
      Atico Overseas Limited                       80,758
      Atraco Industrial Enterprises                87,395
      Axxonn Enterprises Limited                  515,491
      Benico Industrial Co., Ltd.                  44,284
      Bo Fung Industries                          536,591
      Cheshire Silver II, Inc.                     20,424
      China Best Garments Co., Ltd.                72,230
      China Ninggo Cixi I/E Corp.                  10,798
      Chosun International                        129,903
      Dan Dee International, Ltd.               2,031,790
      Starlight Knitwear, Ltd.                    416,930
      Stuffins Toys and Novelties Limited          48,356
      The Asian Source Enterprise, LLC            798,473
      Tony Development and Manufacturing, Ltd.    247,109
      Wongchang Honduras Industries, SA           781,110
      Big Bear and the Grizzly, Inc.                9,083
      Chicago Sun Times, Inc.                     716,754
      Eastern Colorado Publishing Company          26,074
      Gazette Communications, Inc.                120,349
      King Media Enterprises, Inc.                  4,871
      Kingsport Publishing Corporation             57,702
      LaFourche Gazette, Inc.                      12,218
      Lakeland Newspapers                           5,760
      Las Vegas Review Journal                    695,991
      The Oklahoma Publishing Co.                 541,003
      Cal Maine Foods, Inc.                        40,000
      Creme O'Weber Dairy, LLC                     62,273
      Crystal Farms, Inc.                          40,000
      Dairy Fresh Farms, Inc.                     100,000
      Foster Farms Dairy                          240,000
      F&L Ross Swiss Enterprises, LLC             500,000
      John R. Jilbert & Co.                        16,267
      Modern Foods, Inc.                           32,330
      Parmalat USA Corp.                          500,000
      Prairie Farms Dairy, Inc.                   800,000

(Kmart Bankruptcy News, Issue No. 75; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LANTIS EYEWEAR: U.S. Trustee Names 7-Member Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 2 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in Lantis
Eyewear Corporation's Chapter 11 case:

      1. Transwell Trading Limited
         c/o Kingmart Trading Co., Ltd
         11F-1 No. 202 Sec 2 Yen Ping North Road
         Taipei 103 Taiwan Roc
         Taiwan
         Attn: William Lee
         Tel. No. 886-2-25533168
         Fax. No. 882-2-25533166

      2. Prohero Trading Co.
         14F No. 30 Chung Cheng South Road
         Yung Kang City
         R.O.C.
         Taman Hsien
         Taiwan
         Attn: Tony Chuang
         Tel. No. 886-6-2812000
         Fax. No. 886-6-2818000

      3. Pacific Optical Co., Ltd
         Room 803A, 8/F
         West Coast International Building
         290-296 Un Chan Street
         Hong Kong
         Attn: Edward Wang, President
         Tel. No. 86-57786522616
         Fax. No. 86-57786522626

      4. A&H Mfg.Co.
         P.O. Box 19720
         Johnston, Rhode Island 02919
         Attn: Laurie Izzo
         Tel. No. (401) 943-5040, ext. 299
         Fax. No. (401) 942-1160

      5. Ultimate Display International
         100 Spence Street
         Bay Shore, New York 11706
         Attn: Bonnie Valinotti
         Tel. No. (631) 952-0300
         Fax. No. (631) 952-5001

      6. Day Sun Industrial Corp.
         No. 12 Lane 110, Sec 04
         Hsi-Men Road
         Taman
         Taiwan ROC
         Attn: Wang Ching-Hsiang
         Tel. No. 886062517750
         Fax No. 886062813325

      7. Ialin Optical Mfg. Co.
         6F NO 201, Sec 2 Tiding Ave.
         Neihu
         Taiwan ROC
         Attn: Johnny Young
         Tel. No. 886226573899
         Fax. No. 886226592870

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

Headquartered in New York, New York, Lantis Eyewear Corporation --
http://lantiseyewear.com/-- is a leading designer, marketer and
distributor of sunglasses, optical frames and related eyewear
accessories throughout the United States.  The Company filed for
chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.
04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,
Hyland & Perretti, LLP represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $39,052,000 in total assets and $132,072,000 in total
debts.


LEGACY HOTELS: Resumes Quarterly Distribution of $0.08 Per Unit
---------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) announced
the resumption of its quarterly distribution. Legacy will pay a
second quarter distribution of $0.08 per unit to unitholders of
record as of June 30, 2004. Payment will be made on or about
July 20, 2004.

"Following a challenging operating environment in the past year,
our portfolio is benefiting from the recovery in travel demand.
The portfolio's performance is meeting our expectations. As a
result, we are pleased to resume distributions to our
unitholders," said Neil J. Labatte, Legacy's President and Chief
Executive Officer. "This level of distribution provides for Legacy
to distribute less than its annual earnings. The balance of
Legacy's earnings will be used to reduce debt."

Continued Mr. Labatte, "The underlying value of our real estate
remains sound and there is solid long-term growth prospects for
the lodging industry. Our portfolio is ideally positioned to
benefit from improving industry fundamentals."

Legacy will release its second quarter results on July 20, 2004.
At that time, Legacy will provide additional information on recent
trends and its outlook for the balance of 2004.

        About Legacy Hotels Real Estate Investment Trust

Legacy is Canada's premier hotel real estate investment trust with
24 luxury and first-class hotels and resorts with over 10,000
guestrooms located in Canada and the United States. The portfolio
includes landmark properties such as Fairmont Le Chfteau
Frontenac, The Fairmont Royal York, The Fairmont Empress and The
Fairmont Olympic Hotel, Seattle.

The company's December 31, 2003, balance sheet discloses a working
capital deficit of about CDN$72.3 million.


LOGAN PLACE PROPERTIES: Case Summary & 19 Unsecured Creditors
-------------------------------------------------------------
Debtor: Logan Place Properties, LTD
        7934 Westview
        Houston, Texas 77055

Bankruptcy Case No.: 04-37871

Type of Business: The Debtor provides engineering and support
                  Services.

Chapter 11 Petition Date: June 1, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Calvin C. Braun, Esq.
                  8100 Washington Avenue, Suite 120
                  Houston, TX 77007
                  Tel: 713-880-3366
                  Fax: 713-880-3225

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Logan Properties, Ltd.        Note Payable and          $500,000
John Littlefield              Collateral Transfer
P. O. Box 127                 of Notes
Humble, TX 77347

Mark A. Pape & Brian D. Pape  Capital Improvement       $160,000
                              Loan

Beal Insurance Agency, Inc.   Insurance Premium          $76,691

Walker County Appraisal       Property taxes             $51,168
District

Rasa Floors                   Misc. goods and             $6,580
                              services

Hughes Supply                 Misc. goods and             $2,501
                              services

Colburn's Wholesale           Misc. goods and             $2,098
Distributors                  services

Texas Dept. of Community      Misc. Business Debt         $1,650
Affairs

G.E. Capital                  Contract/Lease                $795

Rainbow International         Misc. goods and               $438
                              services

Viking Office Products        Misc. goods and               $320
                              services

National Water & Power        Utility Service               $177

Access 24                     Answering Service             $170

Great American Business       Misc. Business Debt           $140

Sierra Springs                Misc. goods and                $49
                              services

Blue Moon Software, Inc.      42035                          $27

Jose Garcia                   Misc. goods and                 $0
                              services

City of Huntsville            Utility                         $0

Century Maintenance           Maintenance Services            $0


LUCENT TECHNOLOGIES: Tata Teleservices Awards $30 Million Contract
------------------------------------------------------------------
Lucent Technologies (NYSE: LU) announced it has been awarded a
contract worth nearly $30 million to support the CDMA network
expansion of Tata Teleservices in the state of Andhra Pradesh.
Lucent will provide equipment, software and services to increase
the coverage and capacity of Tata's network in this market.

Under the agreement, Lucent will supply Tata Teleservices with
Lucent Flexent(TM) base stations that support 3G CDMA2000 1X
service as well as upgrades for its mobile switching centers.  The
deployment will increase voice capacity on the network and enable
Tata Teleservices to deliver a variety of value-added mobile high-
speed data services such as video streaming and high-speed
Internet access to more customers.

"This contract highlights Lucent's leadership in the CDMA market
in India and underscores its strong relationship with Tata
Teleservices", said Cindy Christy, president of Lucent's Mobility
Solutions Group.  "We appreciate the opportunity to support Tata
Teleservices' CDMA network expansion and are pleased to be able to
help them deliver compelling new 3G services to their business and
consumer customers."

This contract builds on Lucent's existing relationship with Tata
Teleservices.  Lucent has been working with Tata Teleservices on
the development of its CDMA network since 1997.

"At Tata Teleservices, we are rapidly expanding across circles and
increasing our range of value added services.  Lucent's leadership
in the development and deployment of CDMA spread-spectrum
technology, coupled with its strong customer support capabilities
in India were key factors in our decision to select Lucent for
this project," said Mr. Ajay Madan, chief technology officer, Tata
Teleservices.

Backed by Bell Labs innovations, Lucent is the global market
leader in CDMA technologies.  Lucent has deployed more than 90,000
spread-spectrum base stations for mobile operators worldwide, more
than 50,000 of which are currently supporting 3G services.

                 About Tata Teleservices

Tata Teleservices is India's leading private telecom service
provider. The company offers integrated telecom solutions to its
customers under the Tata Indicom brand, and uses the latest CDMA
3G1X technology for its wireless network. Currently operating in 8
circles i.e. Andhra Pradesh, Chennai, Gujarat, Karnataka, New
Delhi, Maharashtra, Mumbai and Tamil Nadu, the company has a
customer base of over 1.7 million. With a planned nationwide
footprint across the country, Tata Teleservices has acquired
licenses to operate in 12 more circles, which include Bihar,
Haryana, Himachal Pradesh, Kerala, Kolkata, Madhya Pradesh,
Orissa, Punjab, Rajasthan, Uttar Pradesh (East), Uttar Pradesh
(West) and West Bengal.

               About Lucent Technologies

Lucent Technologies designs and delivers the systems, services and
software that drive next-generation communications networks.
Backed by Bell Labs research and development, Lucent uses its
strengths in mobility, optical, software, data and voice
networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling
them to quickly deploy and better manage their networks.  Lucent's
customer base includes communications service providers,
governments and enterprises worldwide.  For more information on
Lucent Technologies, which has headquarters in Murray Hill, N.J.,
USA, visit http://www.lucent.com/

                       *   *   *

As reported in the Troubled Company Reporter's March 12, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Murray Hill, New Jersey-based Lucent Technologies
Inc. to 'B/Positive/--' from 'B-/Negative/--'. The action follows
a Standard & Poor's review of the telecom equipment industry, as
well as a review of Lucent's recent and anticipated performance.

"Standard & Poor's believes industry revenues have stabilized in
recent quarters, after declining steeply from their peak in 1999,
while Lucent's cost reduction actions have enabled a return to
moderate profitability in the past few quarters," said Standard &
Poor's credit analyst Bruce Hyman.

The ratings on Lucent reflect its high leverage, a dramatically
smaller and more aggressive industry because of a substantial
shift in service providers' buying patterns, and ongoing major
changes in the industry's technology direction. These factors are
only partly offset by Lucent's continued major role in that
industry, its sufficient operational liquidity, and an appropriate
expense structure for current business conditions after
substantial restructurings.


LUCENT: Secures Handyphone System Contracts From China Telecom
--------------------------------------------------------------
Lucent Technologies (NYSE: LU) announced a series of Personal
Handyphone System (PHS) contracts with China Telecom that were
awarded under the frame agreement announced in January 2004.

The contracts were awarded by five China Telecom subsidiaries --
Fujian, Jiangxi, Jiangsu, Sichuan and Gansu.

The frame agreement was one of a series of agreements with China
service providers with total values of more than US$350 million.

Under the contracts, Lucent will provide 5E-XC(TM) High Capacity
Switches, from its Accelerate(TM) VoIP Solutions portfolio, to
upgrade Lucent-supplied PHS networks in the five provinces to
support future development of PHS services.

"The contracts mark another mass deployment in China of the next-
generation 5E-XC(TM) switches from our Accelerate(TM) portfolio.
We are proud to be selected by China Telecom to meet fast growing
customer needs.  This reflects our customers' recognition of
Lucent's leadership in switching technologies and PHS solutions,"
said Louis Tong, executive vice president of Lucent Technologies
China.

Personal handyphone systems are popular in China where there is a
need for low-cost, limited mobility wireless phone services. The
PHS uses a wireless telephone similar to a cordless phone but more
sophisticated, providing wireless voice and data services.

Backed by Bell Labs innovation, Lucent's personal handyphone
systems and terminals have been widely deployed throughout the
country, serving more than six million subscribers in more than 10
provinces, including Fujian, Gansu, Jiangsu, Hubei, Sichuan,
Jiangxi, Shandong, and Liaoning.

As one of the world's leading infrastructure providers, Lucent
offers best-in-class reliability and scalability in its PHS
network solutions that are designed to meet service providers'
needs for cost-effective, revenue-generating networks.  Lucent's
solution includes a product portfolio that enables a full array of
innovative services including short message service, hi-mode
browser phone, prepaid services, simultaneous ringing, location-
based services and Centrex service.

The 5E-XC(TM)switch is Lucent's next-generation high-capacity
switch and provides significantly improved features and
capabilities that enable service providers to evolve their
existing 5ESS(R) circuit switched networks to Internet protocol
(IP) networks.


                About Lucent Technologies

Lucent Technologies designs and delivers the systems, services and
software that drive next-generation communications networks.
Backed by Bell Labs research and development, Lucent uses its
strengths in mobility, optical, software, data and voice
networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling
them to quickly deploy and better manage their networks.  Lucent's
customer base includes communications service providers,
governments and enterprises worldwide.  For more information on
Lucent Technologies, which has headquarters in Murray Hill, N.J.,
USA, visit http://www.lucent.com/

Lucent China has eight regional offices, two Bell Labs branches,
five R&D facilities and a number of joint ventures and wholly
owned enterprises. Currently, the company has approximately 3,000
employees in China and manufactures a full array of
telecommunications network equipment and solutions that serves the
Chinese and international markets.  For more information on Lucent
China, visit its web site at http://www.lucent.com.cn

                       *   *   *

As reported in the Troubled Company Reporter's March 12, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Murray Hill, New Jersey-based Lucent Technologies
Inc. to 'B/Positive/--' from 'B-/Negative/--'. The action follows
a Standard & Poor's review of the telecom equipment industry, as
well as a review of Lucent's recent and anticipated performance.

"Standard & Poor's believes industry revenues have stabilized in
recent quarters, after declining steeply from their peak in 1999,
while Lucent's cost reduction actions have enabled a return to
moderate profitability in the past few quarters," said Standard &
Poor's credit analyst Bruce Hyman.

The ratings on Lucent reflect its high leverage, a dramatically
smaller and more aggressive industry because of a substantial
shift in service providers' buying patterns, and ongoing major
changes in the industry's technology direction. These factors are
only partly offset by Lucent's continued major role in that
industry, its sufficient operational liquidity, and an appropriate
expense structure for current business conditions after
substantial restructurings.


MARINER ENERGY: S&P Removes B- Corporate Credit Rating From Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas-based independent oil and natural gas
exploration and production company Mariner Energy Inc. to 'B-'
from 'CC' and removed the rating from CreditWatch with positive
implications. The outlook is now stable.

"The rating action follows the federal bankruptcy court's approval
of the merger of Mariner's parent, Mariner Energy LLC, with an
affiliate of Carlyle/Riverstone Global Energy and Power Fund II
and ACON Investments LLC," noted Standard & Poor's credit analyst
Andrew Watt. As a result of this merger, Carlyle/Riverstone now
has a 67% equity interest in Mariner and ACON has the remaining
33% equity interest. Joint Energy Development Investments Limited
Partnership, the indirect wholly owned subsidiary of Enron Corp.
that formerly owned 96% of the common stock of Mariner Energy LLC,
no longer owns any Mariner interest.

"The rating action is based on the positive implications related
to Mariner's separation from JEDI and Enron and Standard & Poor's
review of Mariner's business and financial profiles," Mr. Watt
continued.

The rating was originally placed on CreditWatch with positive
implications on Jan. 29, 2004 as a result of the announcement that
Enron agreed to sell Mariner for $271 million in a leveraged
management buyout by the private equity funds Carlyle/Riverstone
and ACON. The rating had been based on Enron's indirect ownership
interests in and effective control of Mariner.

The stable outlook reflects Standard & Poor's expectations that
Mariner will continue to diversify its operations by increasing
its on-land production in West Texas and further increase its
percent of proved developed reserves. The outlook also assumes no
future additional liabilities owed to JEDI or Enron.


MJ RESEARCH: Committee Hires McDonald Carano as Local Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave its
stamp of approval to the Official Unsecured Creditors Committee
appointed in MJ Research, Incorporated's chapter 11 case, to
employ McDonald Carano Wilson LLP as its local and co-counsel.

The Committee expects McDonald Carano to:

   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 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; and

   f) other services deemed necessary in this case.

McDonald Carano and the Committee have agreed that the firm will
bill the Debtor's estate at its current hourly rates:

         Designation           Billing Rate
         -----------           ------------
         Partners              $250 to $350 per hour
         Associates            $180 to $225 per hour
         Paraprofessionals     $90 to $125 per hour

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


NAT'L CENTURY: Court OKs Protective Orders With Rule 2004 Targets
-----------------------------------------------------------------
Robert J. Madden, Esq., at Gibbs & Bruns, in Houston, Texas,
relates that discovery requests propounded pursuant to the
September 2003 Court Order may call for disclosure of non-public,
proprietary or commercial sensitive information of several
entities.  These entities must be assured that their non-public,
confidential, proprietary or commercially sensitive information
will not be improperly used, disclosed, shared or distributed.

Accordingly, the National Century Financial Enterprises, Inc.
Debtors and eight entities and individuals agree that a protective
order is necessary to protect the confidentiality of certain
documents and other information produced by these entities in
response to the Debtors' Rule 2004 Subpoena.

With the Court's consent, the Debtors entered into separate
protective agreements with:

   (1) Bank One, as Indenture Trustee,
   (2) Deloitte & Touche, LLP,
   (3) Goldman Sachs & Co.,
   (4) Harold W. Pote,
   (5) JP Morgan Chase Bank,
   (6) PricewaterhouseCoopers, LLC,
   (7) Thomas G. Mendell, and
   (8) The Official Subcommittee of Noteholders of NPF XII, Inc.

The parties agree that:

   (a) The Debtors will use all non-public material solely for
       the investigation, prosecution or defense of lawsuits by,
       on behalf of, or against the Debtors' estates;

   (b) Gibbs & Bruns, the Debtors' special litigation counsel,
       will neither use any non-public Material as an exhibit in
       any filing nor file any non-public Material in any
       litigation on behalf of the NCFE Noteholders unless and
       until the documents have been reproduced pursuant to
       discovery commenced in any Noteholder litigation;

   (c) Each entity or individual may designate as Confidential,
       at or prior to the time of production, or after the time
       of production, any Material it produced or disclosed, or
       any portion of the Material, that constitutes trade secret
       or other proprietary information or confidential non-
       public personal information;

   (d) At any time, each entity or individual may seek additional
       protection for any Material it produced, or change the
       classification of any Material by providing written notice
       to the recipients of the information; and

   (e) At the Court's discretion, a breach of the provisions of
       the Agreed Protective Order will be subject to sanctions.

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


NEIGHBORCARE INC: Board Opts to Reject Omnicare Offer
-----------------------------------------------------
NeighborCare, Inc. (Nasdaq: NCRX) announced that its Board of
Directors voted unanimously to recommend that NeighborCare
shareholders reject Omnicare's (NYSE: OCR) $30 per share cash
tender offer as not in the best interests of NeighborCare, its
shareholders, and its other constituencies.

The Board found that the Omnicare offer is inadequate from a
financial point of view, and does not reflect the expected
benefits of NeighborCare's new, post-spin-off business plan and
unique business opportunities.

The Board also noted that this is the third time it has
unanimously rejected essentially similar Omnicare proposals for
$30 per share. The Company has filed a Schedule 14D-9 with the
Securities and Exchange Commission (SEC) detailing the reasons for
its rejection of Omnicare's offer. The full text of the filing
will be available on the SEC website at http://www.sec.gov/

John J. Arlotta, NeighborCare's Chairman, President and Chief
Executive Officer, said, "Our Board's position remains clear and
unanimous -- this is nothing more than a blatantly opportunistic
attempt by Omnicare to acquire NeighborCare at an inadequate price
before the full impact of our new business plan and market
opportunities is reflected in the Company's results of operations
and share price. We continue to believe that aggressively
executing on our business plan is the best course for
NeighborCare. Our efforts are already reducing costs and achieving
success with customers."

In making its determination, the NeighborCare Board consulted with
its legal and financial advisors and senior management of the
Company and considered a number of factors, including the
following:

   -- The Board's belief that NeighborCare, which just completed
      a major strategic realignment in December 2003, is poised to
      grow and prosper under its new, experienced management team.
      That team is focused on executing on its comprehensive new
      business plan, which is in the early stages and is designed
      to reduce costs and stimulate growth.

   -- That this new comprehensive plan, launched in connection
      with the Company's strategic realignment in December 2003,
      is in its early stages and that the Company is making
      progress on its plan as costs are being reduced and,
      importantly, customers are responding favorably to
      these programs.  Some of the key elements of this plan are:

          * Improving our cost structure through improved
            formulary management, use of best demonstrated
            practices, the centralization of certain operations,
            and several other service and product cost
            initiatives.

          * Improving our operating efficiency through the
            introduction of innovative technology and automation.
            These efforts are expected to improve NeighborCare's
            productivity, as well as our customers'.

          * Providing added value to customers by acting not just
            as distributors, but as business partners and
            consultants, helping them better manage their drug
            costs.

          * Growing sales organically and increasing customer
            retention while expanding core business through
            acquisitions, new sites, and sales force expansion.

   -- The Board's analysis of NeighborCare's business, financial
      condition, results of operations, current business
      strategy, and future prospects, which management and the
      Board believe have not been fully reflected in the Company's
      results of operations or share price.

   -- The Board noted that it had received on June 10, 2004 the
      oral opinion of Goldman, Sachs & Co., NeighborCare's
      financial advisor, to the effect that, as of that date, the
      Offer was inadequate to NeighborCare's shareholders from a
      financial point of view.

   -- The Board's belief that Omnicare recognizes the significant
      long-term value creation potential of NeighborCare's
      business plan and has opportunistically timed its offer to
      acquire the Company at an inadequate price before the full
      impact of these factors can be reflected in the Company's
      results of operations and share price.

   -- The Board's belief that the Offer, if consummated, would
      deprive all NeighborCare shareholders, including those that
      do not accept the Offer, of the opportunity to realize the
      full value of their investment in the Company.

   -- The fact that the Offer is highly conditional, including as
      to financing and regulatory matters, raising significant
      uncertainty about the Offer.

   -- The Board's and management's commitment to protecting the
      best interests of the Company and its constituents,
      including shareholders, employees, customers, suppliers, and
      the communities in which the Company does business.

                 About NeighborCare, Inc.

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

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

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


OCWEN RESIDENTIAL: Fitch Downgrades 1999-R1 Class B-5A Rating To C
------------------------------------------------------------------
The following rating actions have been taken on Ocwen Residential
MBS Corporation, series 1999-R1, by Fitch Ratings:

Ocwen 1999-R1-Group A

          -- Class A1-A, AP-A affirmed at 'AAA';
          -- Class B-1A affirmed at 'AA';
          -- Class B-2A affirmed at 'A';
          -- Class B-3A affirmed at 'BBB';
          -- Class B-4A, rated 'BB', placed on Rating Watch
             Negative;
          -- Class B-5A downgraded to 'C' from 'CCC'.

Ocwen 1999-R1-Group F

          -- Class A1-F, AP-F affirmed at 'AAA';
          -- Class B-1F affirmed at 'AA';
          -- Class B-2F affirmed at 'A';
          -- Class B-3F affirmed at 'BBB';
          -- Class B-4F downgraded to 'CCC' from 'B'.

The negative rating actions are taken due to the level of losses
incurred and the high delinquencies in relation to the applicable
credit support levels as of the May 25, 2004 distribution date.


ORION REFINING: Plan Confirmation Hearing Set for June 24
---------------------------------------------------------
On May 11, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved the Disclosure Statement filed by Orion Refining
Corporation and its debtor-affiliates.

Tomorrow, June 17, 2004, at 4:00 p.m., is the deadline to file any
objections to confirmation of the plan.  Objections, if any, must
be served on counsel for the debtor, counsel for CSFB, counsel for
Jefferies, counsel for the TWS Funds, counsel for the Oaktree
Funds, counsel for the creditors committee and the office of the
U.S. Trustee.

The Honorable Charles G. Case will convene a confirmation hearing
on June 24, 2004 at 3:00 p.m.

Copies of the Disclosure Statement, the Plan, the Plan Supplement
and the Solicitations Procedures may be obtained by contacting;

               IKON Office Solutions
               901 North Market Street, Suite 310
               Wilmington, DE 19801
               Telephone (302) 777-4500
               Attn: John Trickey

Orion Refining Corporation filed for chapter 11 protection (Bankr.
Del. Case No. 03-11483) on May 13, 2003.  The Debtors' lawyers are
Daniel B. Butz, Esq., Gregory Thomas Donilon, Esq. and Gregory W.
Werkheiser, Esq. at Morris, Nichols, Arsht & Tunnell.


PEGASUS SATELLITE: Applies To Employ Sidley Austin As Lead Counsel
------------------------------------------------------------------
Ted S. Lodge, President and Chief Operating Officer and Counsel
of Pegasus Satellite Communications, Inc., tells the U.S.
Bankruptcy Court that, in the months leading up to the Petition
Date, Sidley Austin Brown & Wood, LLP, has been advising the
Debtors as to restructuring and bankruptcy issues, including
factors pertinent to the commencement of Pegasus' cases as well as
to general corporate, real estate and litigation matters.  In so
doing, Sidley has become intimately familiar with the Debtors and
their affairs.

The Debtors believe that Sidley's professional services are
necessary to enable them to faithfully and competently execute
their duties as debtors-in-possession.

Accordingly, the Debtors seek the Court's authority to employ
Sidley as their general reorganization and bankruptcy counsel.
Specifically, Sidley will be:

   (a) providing legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their businesses;

   (b) taking all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on behalf
       of the Debtors, negotiating any and all litigation in
       which the Debtors are involved, and objecting to claims
       filed against the Debtors' estates;

   (c) preparing, on the Debtors' behalf, all necessary motions,
       answers, orders, reports and other legal papers in
       connection with the administration of the Debtors'
       estates;

   (d) attending meetings and negotiating with representatives of
       creditors and other parties-in-interest, attending Court
       hearings and advising the Debtors on the conduct of the
       cases;

   (e) performing any and all other legal services for the
       Debtors in connection with the Chapter 11 cases and with
       the formulation and implementation of the Debtors' plan;

   (f) advising and assisting the Debtors regarding all aspects
       of the plan confirmation process, including, but not
       limited to, securing the approval of a disclosure
       statement by the Court and the confirmation of a plan at
       the earliest possible date;

   (g) providing legal advice and performing legal services with
       respect to general corporate matters, and advice and
       representation with respect to obligations of the Debtors
       and their Boards of Directors and officers;

   (h) providing legal advice and performing legal services with
       respect to matters involving the negotiation of the terms
       and the issuance of corporate securities, matters relating
       to corporate governance and the interpretation,
       application or amendment of the Debtors' corporate
       documents, including their Certificates or Articles of
       Incorporation, by-laws, material contracts, and matters
       involving stockholders and the Debtors' legal duties
       toward them;

   (i) providing legal advice and legal services with respect to
       litigation, tax and other general non-bankruptcy legal
       issues for the Debtors to the extent requested by the
       Debtors; and

   (j) rendering other services as may be in the Debtors' best
       interest.

Sidley will seek compensation for its legal services on an hourly
basis in accordance with its ordinary and customary rates:

          Partners              $425 - 775
          Senior Counsel         425 - 775
          Associates             170 - 435
          Para-professionals      50 - 190

The rates may change from time to time in accordance with
established billing practices and procedures.  In addition to the
hourly rates, Sidley customarily charges its clients for all
costs and expenses incurred in connection with the client's case.

Larry J. Nyhan, Esq., a partner at Sidley, relates that prior to
the Petition Date, Sidley received from a non-Debtor affiliate a
retainer relating to the preparation for the filing of the
Chapter 11 cases and for Sidley's proposed postpetition
representation of the Debtors.  As of the Petition Date, the
balance of the retainer is estimated at about $300,000, which
excess amount will be applied against allowed postpetition fees
and expenses of Sidley.  In addition, although Sidley has not
received any amounts from the Debtors, the firm has received,
within one year prior to the Petition Date, $7,586,928 from non-
Debtor affiliates including amounts on account of services
rendered to the Debtors.  Sidley estimates that about $1,500,000
of the total amount received from non-Debtor affiliates was
allotted for services rendered in preparation for the Chapter 11
filing.  All fees and expenses of Sidley with respect to services
rendered to the Debtors and non-Debtor affiliates during the
prepetition period have been paid in full.  Sidley will not
represent any of the non-Debtor affiliates after the Petition
Date.

Mr. Nyhan assures the Court that Sidley does not hold or
represent any interest adverse to the Debtors' estates in matters
on which Sidley is to be engaged.  The firm is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code.

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


PEGASUS SATELLITE: Taps Bernstein Shur as Local Bankruptcy Counsel
------------------------------------------------------------------
Pegasus Satellite Communications, Inc. seeks the Court's authority
to employ Bernstein, Shur, Sawyer & Nelson, as their local
reorganization and bankruptcy co-counsel with regard to the filing
and prosecution of their Chapter 11 cases.

Ted S. Lodge, Pegasus' President and Chief Operating Officer and
Counsel, relates that the Debtors have selected Bernstein because
of its extensive experience and knowledge in the field of
debtors' and creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code.  In addition, the Debtors
believe that Bernstein's expertise will be efficient and cost
effective for their estates.  In preparing Pegasus' Chapter 11
cases, Bernstein has become familiar with the Debtors' business
and affairs and many of the potential legal issues, which may
arise in the context of the Chapter 11 cases.

The Debtors have also chosen Sidley Austin Brown & Wood, LLP, as
their reorganization bankruptcy co-counsel.  Bernstein and Sidley
have discussed an appropriate division of responsibilities so as
to avoid unnecessary duplication of the services provided to the
Debtors.

As the Debtors' bankruptcy co-counsel, Bernstein will:

   (a) provide the Debtors with legal advice with respect to
       their powers and duties as debtors-in-possession in the
       continued operation of their businesses and management of
       their properties;

   (b) prepare and pursue confirmation of a reorganization plan
       and approval of a disclosure statement;

   (c) prepare, on behalf of the Debtors, necessary applications,
       motions, answers, orders, reports and other legal papers;

   (d) appear in Court and protect the Debtors' interest before
       the Court; and

   (e) perform all other legal services for the Debtors, which
       may be necessary and proper in the Chapter 11 proceedings.

Bernstein's hourly billing rates currently range from:

    Partners                $115 - 400
    Attorneys of counsel     215 - 300
    Associates               100 - 205
    Para-professionals        60 - 115

The hourly rates are subject to periodic adjustment increases in
the normal course of Bernstein's business.  In addition,
Bernstein customarily charges its clients for all costs and
expenses incurred.

The Debtors want to retain Bernstein under a general retainer
because of the extensive legal services that may be required and
the fact that the nature and extent of the services are not
currently known.  Bernstein received a $50,000 retainer in
connection with the planning and preparation of initial documents
for filing the Chapter 11 cases.  A portion of that amount has
been applied to prepetition fees and expenses, the balance will
be held by Bernstein as security for postpetition fees and
expenses.

Robert Keach, Esq., member of Bernstein, assures Judge Haines
that the firm does not have any adverse connection with the
Debtors, their creditors, or any other parties-in-interest.  Mr.
Keach maintains that Bernstein is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

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


PEGASUS SATELLITE: Sues NRTC, Its Officers, and DIRECTV in Maine
----------------------------------------------------------------
Pegasus Satellite Television, Inc. (PST), a subsidiary of Pegasus
Communications Corporation (NASDAQ: PGTV), announced it has filed
a lawsuit against the National Rural Telecommunications
Cooperative (NRTC), DIRECTV, Inc., and the Officers and Directors
of the NRTC.

This lawsuit, an adversary complaint filed with the U.S.
Bankruptcy Court for the District of Maine, charges the defendants
with acting independently and in concert in an effort to destroy
Pegasus and steal its business for their own enrichment in
violation of substantial fiduciary, contractual and other duties
owed to Pegasus. The complaint seeks actual and punitive damages,
as well as rescission of various agreements entered into by NRTC
and DIRECTV, including the purported termination of their DBS
Distribution Agreement and PST's Member Agreements with NRTC. The
complaint also seeks the appointment of a receiver to administer
the NRTC.

A copy of the adversary complaint and a brief overview of PST's
longstanding relationship with the NRTC and DIRECTV can be
obtained at the following link:

            http://www.pgtv.com/283cc/legal.htm

Ted Lodge, Pegasus' President, said, "The adversary complaint we
have filed has been made necessary by the conspiracy between NRTC,
its Board and DIRECTV to steal our valuable business and by NRTC's
and the NRTC Board's egregious violation of their fiduciary and
contractual obligations to us. We are asking the court to enjoin
these unlawful actions, to award us both actual and punitive
damages against NRTC and DIRECTV, to rescind the agreements
between NRTC and DIRECTV that purport to terminate our rights and
for the appointment of a receiver to administer the NRTC so as to
prevent further bad acts by NRTC against us. Regrettably, the
intervention of the Court is necessary in order to restore our
exclusive rights so that we may preserve for our employees,
customers, business partners, creditors and shareholders the value
we have created over the last ten years at Pegasus."

He continued, "As the lawsuit makes clear, we believe the NRTC and
its Officers and Directors have engaged in a pattern of improper
conduct that violates Pegasus' contractual rights, that
constitutes a breach of NRTC's and its Officers' and Directors'
fiduciary duties, and that violates settled principles governing
cooperative associations. At the same time, DIRECTV has conspired
with and aided and abetted the NRTC in this effort, and has
breached its own duties to Pegasus. We believe the defendants have
engaged in these unlawful activities in order to steal our
business and divide the spoils amongst themselves."

In its lawsuit, Pegasus seeks appropriate relief from the Court,
including:

  (1) a declaration that the Termination Agreement announced
      earlier this month by DIRECTV is void and unenforceable;

  (2) preliminary and permanent injunctive relief barring NRTC and
      DIRECTV from enforcing the Termination Agreement, barring
      NRTC and DIRECTV from interfering with Pegasus'
      relationships in its exclusive territories, and restoring
      the status quo ante;

  (3) rescission of the Termination Agreement;

  (4) a declaration that the settlement reached between DIRECTV
      and NRTC last year is void and unenforceable;

  (5) preliminary and permanent injunctive relief barring NRTC and
      DIRECTV from enforcing the California Settlement and
      restoring the status quo ante;

  (6) rescission of the California Settlement;

  (7) compensatory and punitive damages and restitution for NRTC,
      NRTC's Officers' and Directors', and DIRECTV's multiple
      individual and concerted breaches of contract, breaches of
      fiduciary duties, breaches of other duties, and
      misappropriation of trade secrets;

  (8) a declaration that Pegasus' Member Agreements remain in full
      force and effect and require NRTC and DIRECTV to provide DBS
      Services to Pegasus for distribution in its exclusive
      territories through the full term of those agreements (and
      defining that term);

  (9) an accounting from NRTC; and

(10) appointment of a receiver to administer the NRTC.

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.


PIERRE FOODS: Tender Offer for Senior Notes to Expire on June 28
----------------------------------------------------------------
Pierre Holding Corp. announced the results to date of the
previously announced cash tender offer and consent solicitation by
its wholly-owned subsidiary, Pierre Merger Corp., for any and all
of the $115,000,000 aggregate principal amount of Senior Notes due
2006 of Pierre Foods, Inc., f/k/a/ Fresh Foods, Inc. (CUSIP No.
358034AC0 and ISIN US358034AC08).  As of 5:00 P.M. (New York City
time) on June 14, 2004, which was the deadline for holders to
submit tenders in order to receive the consent payment in
connection with the offer, tenders had been received for
$106.3 million in aggregate principal amount of Notes,
representing approximately 92.5% of the outstanding Notes.

Accordingly, the requisite consents to adopt the proposed
amendments to the indenture relating to the Notes have also been
received.  Adoption of the proposed amendments required the
consent of holders of at least a majority of the aggregate
principal amount of the outstanding Notes. The provisions of the
supplemental indenture will not become operative until Pierre
Merger Corp. accepts for payment Notes tendered pursuant to the
offer, which will occur on the same date that Parent's acquisition
of PF Management, Inc., the parent of Pierre Foods, Inc., is
consummated.

The offer is scheduled to expire at 12:00 midnight, New York City
time, on Monday, June 28, 2004, unless extended or earlier
terminated. The offer is subject to the satisfaction of certain
conditions, including the consummation of the acquisition and
other general conditions. The complete terms of the offer are
described in the Offer to Purchase and Consent Solicitation
Statement dated June 1, 2004, copies of which may be obtained from
Global Bondholder Services, the information agent for the offer,
at (866) 612-1500 (U.S. toll-free) or (212) 430-3774 (collect).

Pierre Merger Corp. has engaged Banc of America Securities LLC and
Wachovia Securities to act as the dealer managers and solicitation
agents in connection with the offer.  Questions regarding the
offer may be directed to Banc of America Securities LLC, High
Yield Special Products, at (888) 292-0070 (U.S. toll-free) and
(704) 388-4813 (collect), or Wachovia Securities, Liability
Management Group, at (866) 309-6316 (U.S. toll-free) and (704)
715-8341 (collect).

                 About Pierre Foods, Inc.

Pierre Foods, Inc. is a producer and marketer of fully-cooked,
branded and private label beef, chicken and pork products, bakery
products and microwaveable sandwiches for the foodservice market.
Pierre Foods, Inc. sells its products under a variety of brand
names, including Pierre and Design(TM), Pierre Pizza Parlor(TM),
Pierre Main Street Diner(TM), Pierre Select(TM), Fast Bites(R),
Fast Choice(R), Rib-B-Q(R), Hot 'n Ready(R), Big AZ(R), Chop
House(R), Deli Breaks(TM) and Mom 'n' Pop's(R) brand.  Pierre
Foods, Inc. also produces and markets microwaveable sandwiches
under the Checkers, Krystal, Rally's, Tony Roma's and Nathan's
Famous brand names through various distribution channels.

As reported in the Troubled Company Reporter's June 15, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to Cincinnati, Ohio-based prepared foods
manufacturer Pierre Foods Inc. At the same time, Standard & Poor's
assigned its 'B+' bank loan rating and a recovery rating of '3' to
the company's proposed $190 million senior secured credit
facilities. The issue is part of a financing plan in which
Pierre will be acquired by Madison Dearborn Partners.

The ratings are based on preliminary offering statements and are
subject to review upon final documentation. The bank loan rating
is the same as the corporate credit rating; this and the '3'
recovery rating indicate the expectation of a meaningful (50%-80%)
recovery of principal in the event of default. Standard & Poor's
has also assigned a 'B-' rating to Pierre Foods' proposed $125
million senior subordinated notes due 2012, to be issued under
Rule 144A with registration rights.

The outlook is negative.


PILLOWTEX CORP: Asks Court To Approve $1,350,000 J.C. Penney Pact
-----------------------------------------------------------------
Before its bankruptcy petition date, and in the ordinary course of
the Pillowtex Corporation Debtors' businesses, the Debtors sold
goods to J.C. Penney Corporation, Inc., on credit, thus,
generating accounts receivable.  J.C. Penney then resold the goods
in its retail stores through its mail order catalog business and
through its Internet Web site.

Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel,
in Wilmington, Delaware, relates that after the Petition Date,
disputes arose between the Debtors and J.C. Penney concerning
their business relationship.  The Debtors asserted that J.C.
Penney failed to pay its obligations in respect of the accounts
receivable.  J.C. Penney argued that it had suffered damages and
lost profits due to the inability of Debtors Pillowtex
Corporation and Fieldcrest Cannon, Inc., to manufacture and ship
merchandise.

To resolve the Disputes and avoid protracted litigation, the
Debtors and J.C. Penney commenced settlement negotiations in
December 2003.  On May 17, 2004, the Debtors and J.C. Penney
executed a settlement agreement resolving all the Disputes.

The Debtors ask the Court to approve their Settlement Agreement
with J.C. Penney.  The salient terms and conditions of the
Settlement Agreement are:

   (a) J.C. Penney will pay Pillowtex $1,350,000 by check, in
       settlement of the Disputes between the parties and any
       potential avoidance claims arising under Chapter 5 of the
       Bankruptcy Code.  In return for the Settlement Payment,
       the Debtors will not file:

       -- a lawsuit or adversary proceeding against J.C. Penney
          for claims or damages arising from the Disputes; or

       -- any Avoidance Actions against J.C. Penney.

   (b) The Debtors and J.C. Penney will mutually release one
       another and their affiliates and representatives from all
       claims relating to the Disputes or their business
       relationships.  However, each party will not discharge the
       other party from claims for product liability damages,
       property damage or personal injury.  The Debtors will
       release J.C. Penney from any claims in respect of the
       Avoidance Actions.

   (c) J.C. Penney will withdraw its claims filed in the Debtors'
       cases, to the extent the claims relate to the Disputes.

The Debtors believe that the $1,350,000 Settlement Payment
represents a fair and equitable resolution of the Disputes.
After examining their books and records, the Debtors also
determined that the reciprocal release of their claims is fair
and equitable under the circumstances.  Except with respect to
the J.C. Penney accounts receivable, the Debtors do not believe
that they have any material claims against J.C. Penney that are
the subject of the release.

J.C. Penney has advised the Debtors that the release is critical
to its willingness to enter into the Settlement Agreement.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


POLYONE CORP: S&P Cuts Ratings to B+ & Says Outlook is Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings for PolyOne Corp. to 'B+' from 'BB-',
citing slower-than-expected progress in improvement to the
financial profile.

Cleveland, Ohio-based PolyOne, with $2.0 billion of annual sales
and over $850 million of debt, is a global polymer services
company. The outlook is negative.

"The downgrade reflects the continuation of subpar operating and
financial performance, and the likelihood that needed improvement
in credit protection measures could take longer than anticipated,"
said Standard & Poor's credit analyst Peter Kelly.

Difficult business conditions have resulted in negative free cash
flow during each of the past two fiscal years. Despite some recent
improvement in operating performance and the expectation of better
results in 2004, competitive markets and high raw-material and
energy costs could constrain profitability. Consequently,
PolyOne's financial profile will likely remain subpar longer than
had been expected. Standard & Poor's recognizes the company's
efforts to reduce costs and manage cash flow, and anticipates that
proceeds from asset sales will be applied to debt reduction.

Ratings on PolyOne continue to reflect the company's fair business
profile in performance polymers and services. The company holds
good market positions in vinyl plastic and rubber compounding,
color and additive concentrates, and plastic resin distribution.
PolyOne also holds a 24% interest in the Oxy Vinyls L.P. joint
venture with Occidental Petroleum Corp., and a 50% interest in the
Sunbelt chlor-alkali joint venture with Olin Corp. Oxy Vinyls is a
large North American producer of polyvinyl chloride and vinyl
chloride monomer. The company has identified three operating units
for possible divestiture and has classified these as discontinued
operations.


PREFERRED RIVERWALK: Employing Langley & Banack as Co-Counsel
-------------------------------------------------------------
Preferred Riverwalk, LP is asking the U.S. Bankruptcy Court for
the Western District of Texas, San Antonio Division, for
permission to employ Langley & Banack, Inc., as its attorneys.

The Debtor tells the Court that the services of attorneys to
represent it and its estate are necessary and in the best interest
of the estate and all parties in interest.  The Debtor desires to
engage Langley & Banack as co-counsel with Keith M. Baker, Esq.

The professional services to be rendered by the law firm include
giving the Debtor legal advice with respect to its duties and
powers in this case and handling all matters in this case.

Attorneys at Langley & Banack and Mr. Baker will be careful to
avoid the duplication of legal services on behalf of the Debtor.

The Debtor has determined that the professional standing,
competency and reputation of such law firm are high and that its
attorneys are duly licensed and qualified to practice before this
Court.

The current hourly rates of professionals who will be principally
engaged in this case are:

      Professionals         Designation   Billing Rate
      -------------         -----------   ------------
      William R. Davis, Jr. Attorney      $250 per hour
      R. Glen Ayers, Jr.    Attorney      $375 per hour

Headquartered in San Antonio, Texas, Preferred Riverwalk, L.P.,
doing business as Sheraton Four Points, filed for chapter 11
protection on May 4, 2004 (Bankr. W.D. Tex. Case No. 04-52666).
Keith M. Baker, Esq., represent the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed both estimated debts and assets of over
$10 million.


RANGE RESOURCES: S&P Rates $100M Senior Subordinated Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Range Resources Corp.'s (BB-/Stable/--) proposed $100 million
senior subordinated notes due in 2013.

The outlook is stable. Pro forma for the new notes, the oil and
gas exploration and production company will have about $535
million of debt outstanding.

Proceeds from the notes will be used to partially fund Range's
acquisition of the 50% of Great Lakes Energy Partners LLC (GLEP)
that it does not currently own.

Range will pay $290 million for the interest in GLEP, including
the assumption of $68 million in debt and $22 million to unwind
existing commodity price hedges related to GLEP. The rest of the
funding for the acquisition will come from a $140 million common
equity issuance and drawings under the company's revolving credit
facility.

The acquisition of the interest in GLEP will lengthen Range's
reserve life to about 13 years, double the company's interest in
GLEP's large inventory of low-risk, low-cost Appalachian natural
gas drilling opportunities, and should improve the company's full-
cycle cost structure while moderately improving its overall
business risk profile.

The purchase price of about $1.65 per thousand cubic feet when
considering future development costs is attractive compared with
recent natural gas acquisitions, particularly in light of the
premium of about $0.35 per mcf natural gas sold from the
Appalachian Basin has historically enjoyed.

"The stable outlook reflects the expectation that Range will
prudently manage its financial profile," said Standard & Poor's
credit analyst John Thieroff. "Application of excess cash flow and
proceeds from expected asset sales toward debt reduction is
factored into the ratings."

"Although the company has stated that it may pursue small,
complementary acquisitions in addition to its capital budget, we
expect that Range will maintain capital spending within its cash
flow," added Mr. Thieroff.

Standard & Poor's also said that if Range's future expenditures
fail to yield commensurate discoveries and extensions, the ratings
on the company could be lowered.


RCN CORPORATION: Hiring Swidler Berlin As Regulatory Counsel
------------------------------------------------------------
The RCN Corp. Debtors seek the Court's authority to employ Swidler
Berlin Shereff Friedman, LLP, as their special regulatory counsel
to perform services that will be necessary during their Chapter 11
cases.

Swidler Berlin is a general practice law firm with offices in
Washington, D.C. and New York, employing over 250 lawyers.  The
firm has a wide-ranging national practice in the substantive
areas of, among other things, telecommunications, litigation,
corporate, tax, finance, real estate, bankruptcy and creditors'
rights, regulatory affairs, and energy.

Swidler Berlin has a strong focus on representation of regulated
entities, including telecommunications carriers and service
providers.  Its telecommunications practice group is widely
recognized for its telecommunications regulatory expertise.

Swidler Berlin handles matters in virtually every aspect of
telecommunications law, including local, long distance and
international telephone common carriage; competitive video
services, including open video systems and cable television
systems; Internet services and technologies; conventional and
emerging wireless services; satellite services; and
telecommunications equipment manufacturing and other high
technology applications.  It also counsels telecommunications and
technology clients in transactional, securities, international,
litigation, legislative and land use issues.  The firm's practice
extends to all 50 states and many international markets.  It also
has represented a number of telecommunications carriers and
service providers in reorganization and liquidation proceedings.

Swidler Berlin has been the Debtors' primary counsel for federal,
state and local telecommunications regulatory issues since RCN
was founded, and has also represented the RCN Companies before
the Federal Communications Commission, state and local regulatory
and municipal authorities, and federal and state courts.  Swidler
Berlin's services have related primarily to counseling and
representing the Debtors as to federal, state and local
regulatory issues arising from the RCN Companies' construction,
installation, operation, and acquisition of advanced fiber optic
networks and their provision of telecommunications, video
programming and Internet services over those networks.

The Firm has also counseled the Debtors extensively and
represented the RCN Companies in litigation before the FCC and
state regulatory agencies, and in federal and state courts.  The
firm's representation of the Debtors was active on the Petition
Date.

In connection with its retention, Swidler Berlin will provide
services to the Debtors in relation to:

   (a) communications regulatory requirements in the U.S. arising
       from a Chapter 11 filing;

   (b) representation before local, state and federal
       communications regulatory agencies;

   (c) communications regulatory issues involved in connection
       with one or more sales of assets, if any, and the Debtors'
       plan of reorganization, including making any required
       regulatory filings, seeking regulatory approvals, and any
       other activities required in connection with implementing
       the asset sales or plan of reorganization, or consummating
       any transaction contemplated;

   (d) contested matters or litigation; and

   (e) all other necessary legal services and advice related to
       the matters disclosed.

Deborah M. Royster, RCN Corporation's General Counsel and
Corporate Secretary, submits that the retention of Swidler Berlin
is appropriate under Sections 327(e), 328 and 1107 of the
Bankruptcy Code.

Swidler Berlin will work closely with the Debtors' general
bankruptcy counsel so that its experience respecting the Debtors
can be made available to the Debtors' counsel in these cases.

Swidler Berlin will not be rendering services typically performed
by a debtor's bankruptcy counsel.  Among other things, Swidler
Berlin ordinarily will not be involved in interfacing with the
Court or be primarily responsible for the Debtors' general
restructuring efforts.  However, Swidler Berlin may on occasion
interface with the Court to the extent necessary to assist the
Debtors and their bankruptcy counsel with complex regulatory
arguments.  Moreover, certain attorneys in the Swidler Berlin's
bankruptcy and creditors' rights department will provide support
to the Swidler Berlin telecommunications practice group on an as-
needed basis and may, on occasion, interface with the Court at
the specific request of the Debtors and their bankruptcy counsel.
By outlining Swidler Berlin's role, the Debtors have ensured
there will be no duplication of services.

                        Fees and Expenses

Swidler Berlin anticipates performing services on behalf of both
the Debtors and their non-debtor affiliates.  Services performed
exclusively for the Debtors will be reflected in fee applications
filed with the Court.  Services performed exclusively for non-
debtor affiliates will be billed directly to the non-debtor
affiliates, will not be billed to the estates, and therefore will
not be reflected in fee applications filed with the Court.  In
circumstances where services are rendered to both the Debtors and
non-debtors, which are for the benefit of both, Swidler Berlin
will allocate a proportional amount of its fees and expenses for
the services to the non-debtor entities, and will only seek
payment from the estates of that portion allocated to the
Debtors.

Swidler Berlin will be compensated on an hourly basis, and
reimbursed for actual and necessary expenses.  The hourly rates
for Swidler Berlin attorneys and legal assistants are:

         Partners               $375 - 650
         Counsel/Of Counsel      305 - 690
         Associates              195 - 425
         Legal Assistants        130 - 175

The partners currently expected to work on regulatory matters and
their hourly rates are:

         Jean L. Kiddoo            $505
         Russell M. Blau            495

The of counsel and associates currently expected to work on
regulatory matters and their hourly rates are:

         L. Elise Dieterich        $390
         Charles A. Rohe            385
         Philip J. Macres           310
         Jeffrey Strenkowski        205

The paralegal currently expected to work on regulatory matters is
M. Renee Britt-Boone, whose a hourly rate is $175.

Other attorneys in Swidler Berlin's telecommunications regulatory
practice group may work on particular issues related to these
matters.  In the event the Debtors engage in sales of any assets,
transfers of control, or a reorganization plan that require
obtaining approval from telecommunications regulatory agencies as
a condition to the consummation of the transaction, additional
personnel may be required to obtain approval in a timely manner.
In addition, certain attorneys in the bankruptcy and creditors'
rights group, including Elise Scherr Frejka, will provide support
to the telecommunications practice group on an as needed basis.

Within the 90-day period preceding the Petition Date, the
Debtors paid Swidler Berlin $334,592 for prepetition services.
Swidler Berlin is holding $49,548 as a retainer for postpetition
services to be rendered to the Debtors and for postpetition
expenses to be incurred related to the services.

Jean L. Kiddoo, Esq., a member of Swidler Berlin, assures the
Court that the firm's members and associates do not have any
connection with the Debtors, their creditors or any other party-
in-interest, or their attorneys.  Swidler Berlin represents no
interest adverse to the Debtors' estates respecting the matters
on which it is to be retained.

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


RESIDENTIAL ASSET: S&P Lowers 2001-RS2 Class B-I Ratings to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' from
'BB' on the class B-I certificates and to 'CCC' from 'BB' on the
class B-II certificates issued by RAMP Series Trust series 2001-
RS2, an affiliate of Residential Funding Corp. Concurrently,
ratings are affirmed on the remaining classes from the same
securitization.

The lowered ratings reflect:

     -- A complete depletion of overcollateralization in the
        fixed-rate loan group, resulting in a cumulative principal
        write-down of $217,617 to class B-I;

     -- An overcollateralization amount of only $4,496 in the
        adjustable-rate loan group, resulting in a potential
        principal write-down to class B-II within the next several
        distribution periods;

     -- Serious delinquencies (90-plus days, foreclosure, and REO)
        for the fixed- and adjustable-rate loan groups of 20.72%
        and 19.61%, respectively; and

     -- Realized losses during the most recent three months, which
        have exceeded excess interest cash flow for the fixed- and
        adjustable-rate loan groups by an average of 1.89x and
        3.55x, respectively.

As of the May 2004 remittance period, cumulative realized losses,
as a percentage of original pool balance, totaled 2.07%
($4,772,219) and 3.35% ($5,542,962) for the fixed- and adjustable-
rate loan groups, respectively. Furthermore, due to adverse
collateral pool performance of both loan groups, the transaction
is unable to benefit from the cross-collateralization of excess
interest to cover losses.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies and poor performance trend.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned to the
certificates accurately reflect the risks associated with this
security.

Credit support for the B classes is provided by excess interest
and overcollateralization; all of the other classes receive
additional support from subordination.

The collateral for this transaction consists of fixed- or
adjustable-rate, first- or second-lien loans, secured primarily by
one- to four- family residential properties.

                         Ratings Lowered
                        RAMP Series Trust
          Mortgage asset-backed pass-thru certs series 2001-RS2

                           Rating
                    Class   To          From
                    B-I     D           BB
                    B-II    CCC         BB

                         Ratings Affirmed
                         RAMP Series Trust
          Mortgage asset-backed pass-thru certs series 2001-RS2

                    Class           Rating
                    A-I-4, A-II     AAA
                    M-I-1, M-II-1   AA
                    M-I-2, M-II-2   A
                    M-I-3           BBB
                    M-II-3          BBB-


ROCKFORD CORPORATION: Closes New $12.5 Million Private Placement
----------------------------------------------------------------
Rockford Corporation (Nasdaq: ROFO) announced that it has entered
into agreements for the private placement of $12.5 million of the
Company's 4.5% convertible senior subordinated secured notes due
2009 and warrants to purchase 649,810 shares of common stock at
$5.75 per share. The private placement closed on June 11, 2004.

Upon issuance, the noteholders may convert the notes into the
Company's common stock at any time prior to the scheduled maturity
date of June 10, 2009. The conversion price is $5.29 per share,
which represents a 15% premium over the closing price of the
Company's common stock on June 9, 2004. If fully converted, the
Notes will convert into 2,362,949 shares of the Company's common
stock. The Company has the right to automatically convert the
notes into common stock if the common stock trades above a
specified target price for a specified period. The Company may
also force the exercise of the warrants under certain
circumstances prior to their expiration date. The Company has
further agreed to register the notes, warrants and common stock
issuable upon conversion of the notes or exercise of the warrants.

The Company intends to use the net proceeds from the sale to pay
off its $4 million junior term loan with Hilco Capital LP and to
pay down its revolving $45 million asset based credit facility
with Congress Financial Corporation, as agent. This resolves the
default under the Hilco facility previously reported by the
Company.

Also, the Company announced that it had received a waiver of its
previously announced violation of covenants associated with the
Company's $45 million revolving credit facility with Congress. In
addition, the Company has modified and renegotiated new financial
covenants with Congress.

The Securities are being sold to accredited investors in reliance
on Regulation D under the Securities Act of 1933, as amended.
Piper Jaffray & Co. served as the exclusive placement agent.

                   About Rockford Corporation

Rockford is a designer, manufacturer and distributor of high-
performance audio systems for the mobile, professional, and home
theater audio markets. Rockford's mobile audio products are
marketed under the Rockford Fosgate, Lightning Audio, MB Quart, Q-
Logic, InstallEdge.com, Omnifi and SimpleDevices brand names.
Rockford's professional audio and home theatre products are
marketed under the Hafler, Fosgate Audionics, MB Quart, and Omnifi
brand names.


ROGERS COMMS: Schedules 2nd Quarter Conference Call for July 21
---------------------------------------------------------------
Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) and
Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE:RCN) plan to
release second quarter 2004 results the morning of Wednesday,
July 21, 2004 before markets open. The companies will host a
conference call with the financial community at 10:00 a.m. ET the
same day to discuss their operating results and outlook.

Those wishing to listen to the conference call should access the
live webcast on the Investor Relations section of Rogers' web site
at http://www.rogers.com/ or http://www.rogers.com/webcast

The webcast will be available on Rogers' web site for re-broadcast
following the conference call for at least two weeks.

Members of the financial community wishing to ask questions during
the call may access the conference call by dialing (416) 640-1907
or (800) 814-4853 ten minutes prior to the scheduled start time
and requesting Rogers' second quarter 2004 earnings conference
call. A re-broadcast will be available following the conference
call by dialing (416) 640-1917 or (877) 289-8525, pass code
21053633 (followed by the number sign).

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is
engaged in cable television, high-speed Internet access and video
retailing through Canada's largest cable television provider
Rogers Cable Inc.; wireless voice and data communications services
through Canada's leading national GSM/GPRS cellular provider
Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through
Rogers Media Inc.

As reported in the Troubled Company Reporter's April 30, 2004
edition, Standard & Poor's Ratings Services said it placed its
'BB+' long-term corporate credit ratings on Rogers Communications
Inc. (RCI) and Rogers Wireless Inc. (RWI) on CreditWatch with
negative implications following RCI's announcement that it has
received notice from AT&T Wireless Services Inc. (AWE; through
JVII Partnership) of its intent to explore monetization of its
stake in Rogers Wireless Communications Inc. (RWCI), RWI's parent.

Standard & Poors will resolve the CreditWatch status on further
clarification from the company as to whether a transaction will in
fact occur, and on disclosure of the terms and conditions of such
a potential transaction.


RTA LLC: Case Summary & 100 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: RTA, LLC
             401 Isom, Suite 285
             San Antonio, Texas 78216

Bankruptcy Case No.: 04-53391

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      RTA II, LLC                                04-53393
      Hathaway, LLC                              04-53394
      CTM Restaurants, LLC                       04-53395
      ESAD, LLC                                  04-53396
      DJC&E Management, LLC                      04-53397

Type of Business: The Debtor operates a franchise restaurant.

Chapter 11 Petition Date: June 11, 2004

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtors' Counsels: Carol E. Jendrzey, Esq.
                   Thomas Rice, Esq.
                   Cox & Smith Incorporated
                   112 East Pecan Street, Suite 1800
                   San Antonio, TX 78205
                   Tel: 210-554-5558
                   Fax: 210-226-8395

                           Estimated Assets    Estimated Debts
                           ----------------    ---------------
RTA, LLC                   $1 M to $10 M       $1 M to $10 M
RTA II, LLC                $100,000-$500,000   $500,000 to $1 M
Hathaway, LLC              $0 to $50,000       $0 to $50,000
CTM Restaurants, LLC       $0 to $50,000       $1 M to $10 M
ESAD, LLC                  $0 to $50,000       $1 M to $10 M
DJC&E Management, LLC      $0 to $50,000       $1 M to $10 M

A. RTA, LLC's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bennigan's Franchising Co.,   Trade Debt                $248,794
LP
P.O. Box 691276
Cincinnati, OH 45202-1276

Sylvia Romo, Tax Assessor-    Trade Debt                 $96,979
Collector

MBM Customized Foodservice    Trade Debt                 $63,984
Distribution

Bonn & Wilkins                Trade Debt                 $20,811

City Public Service           Trade Debt                 $16,290

Ace Mart Restaurant Supply    Trade Debt                 $10,246

Aramark Uniform Services      Trade Debt                  $5,761

Ventilation Systems, Inc.     Trade Debt                  $5,217

Texas Hill Country            Trade Debt                  $3,728
Landscaping, Inc.

Waste Management of San       Trade Debt                  $3,375
Antonio

SOS Liquid Waste Haulers,     Trade Debt                  $3,176
Ltd.

E.L. Smith Plumbing &         Trade Debt                  $3,063
Heating, Inc.

Ecolab Pest Elim. Division    Trade Debt                  $2,871

San Antonio Water System      Trade Debt                  $2,429

Kitchen Repairs               Trade Debt                  $2,409

Natwel Supply Corporation     Trade Debt                  $1,459

Cockrell Printing Company     Trade Debt                  $1,356

CSC Ops, LLC                  Trade Debt                    $997

Amex Business Finance         Trade Debt                    $703

J & T Mechanical Air          Trade Debt                    $501

B. RTA II, LLC's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bennigan's Franchising Co.    Trade Debt                 $37,614

United Independent School     Trade Debt                 $15,812
District

MBM Customized Food           Trade Debt                 $14,467
Distribution

Mr. Rooter of Laredo, Inc.    Trade Debt                  $4,372

City Service                  Trade Debt                  $4,228

Queen City Services           Trade Debt                  $2,573

Rio Grande Foods              Trade Debt                  $2,111

Laredo Lawn Care              Trade Debt                  $2,030

R&G Plumbing & Drain Service  Trade Debt                  $1,649

Family Gardens Inn            Trade Debt                  $1,532

Sun Belt Air Conditioning     Trade Debt                  $1,470
and Refrigeration Service,
Inc.

Ecolab Pest Elim.             Trade Debt                  $1,407

Micros Leasing                Trade Debt                  $1,363

Ace Mart Restaurant Supply    Trade Debt                  $1,335
Co.

Picture Perfect Sanitizing    Trade Debt                  $1,238

South Texas Neon Signs Co.    Trade Debt                  $1,052
Inc.

Precision Dynamics Corp.      Trade Debt                    $824

AT&T                          Trade Debt                    $374

Adams Marketing Group         Trade Debt                    $220

Laredo Alarm                  Trade Debt                    $203

C. CTM Restaurants, LLC's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bennigan's Franchising Co.    Trade Debt                 $58,996

MBP/PFG Customized Food       Trade Debt                 $30,342
Dist.

Accutemp Refrigeration, Inc.  Trade Debt                 $18,011

Commander Produce, Inc.       Trade Debt                 $17,430

Travelers Property Casualty   Trade Debt                 $14,498

Andrew's Refrigeration, Inc.  Trade Debt                 $10,848

HRH Insurance of Atlanta,     Trade Debt                 $10,396
Inc.

Capistrano Bakery             Trade Debt                  $9,112

Coca-Cola USA                 Trade Debt                  $5,642

Edward Don & Company          Trade Debt                  $5,474

Great America Leasing Corp.   Trade Debt                  $5,125

APS                           Trade Debt                  $4,970

Swisher                       Trade Debt                  $4,824

Praxair                       Trade Debt                  $3,311

SRP                           Trade Debt                  $3,135

Kathy Carvajal                Trade Debt                  $2,980

City of Mesa                  Trade Debt                  $2,603

Alsco American Linen          Trade Debt                  $2,164

Ampam Riggs Plumbing          Trade Debt                  $1,978

Pope Lime Co., Inc.           Trade Debt                  $1,792

D. ESAD, LLC's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Arizona Mills, LLC            Trade Debt                 $96,073

MBM/PFC Customized Food       Trade Debt                 $22,359
Dist.

Bennigan's Franchising Co.    Trade Debt                  $6,801

Capistrano Bakery             Trade Debt                  $5,262

Arizona Refrigeration         Trade Debt                  $4,878
Service, Inc.

SRP                           Trade Debt                  $3,467

Paradise Produce Fruits &     Trade Debt                  $3,452
Vegetables

Swisher                       Trade Debt                  $2,067

Edward Don & Company          Trade Debt                  $1,800

Southwest Gas Corp.           Trade Debt                  $1,658

Great America Leasing Corp.   Trade Debt                  $1,643

Lunchclub Net                 Trade Debt                  $1,465

Alsco American Linen          Trade Debt                  $1,338

Standard Restaurant Equip.    Trade Debt                  $1,331

T.R. Dunlavey & Assoc.        Trade Debt                  $1,282

Enjoy Guidebooks of Arizona   Trade Debt                  $1,200

Airgas-West                   Trade Debt                  $1,066

AT&T                          Trade Debt                    $873

Lively Distributing           Trade Debt                    $840

Praxair                       Trade Debt                    $833

E. DJC&E Management, LLC's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Burger King Corporation       Trade Debt                $217,277

Burger King Ad Fund           Trade Debt                $110,930

Burger King Corporation       Trade Debt                 $98,188

Ameriserve Food               Trade Debt                 $50,751

Tucson Electric Power         Trade Debt                  $9,528

Mr. Rooter                    Trade Debt                  $4,845

Biggs, Cagan & Cherry, PLLC   Trade Debt                  $2,451

Southwest Gas Corporation     Trade Debt                  $2,012

Saguaro Environmental         Trade Debt                  $1,695
Services

Qwest                         Trade Debt                  $1,396

City of Tucson Billing        Trade Debt                    $917
Statements

Holsum Bakery, Inc.           Trade Debt                    $879

Authorized Commercial Food    Trade Debt                    $697
Equipment Services, Inc.

King Uniforms                 Trade Debt                    $545

Coca-Cola USA                 Trade Debt                    $530

Roadrunner Lock & Safe        Trade Debt                    $432

Fedex                         Trade Debt                    $348

MCI Worldcom                  Trade Debt                    $281

Muzak Business Music, Inc.    Trade Debt                    $196

Airtouch Cellular             Trade Debt                    $185


SERVICE MERCHANDISE: Ready to Trash Obsolete Business Records
-------------------------------------------------------------
Service Merchandise Company, Inc., and its debtor-affiliates, tell
the U.S. Bankruptcy Court that they are preparing to destroy tons
of obsolete business records.  Before they do, they want the
Bankruptcy Court's stamp of approval.

Objections, if any, to the Reorganized Debtors' plan must be made
in writing and filed with the U.S. Bankruptcy Court in Nashville
by 12:00 noon, prevailing Central Time, Monday, June 21, 2004.
Judge Paine will consider the Reorganized Debtors' request and any
objections at a 9:30 a.m. hearing on Tuesday, July 22, 2004.

John Wm. Butler, Jr., at Skadden, Arps, Slate, Meagher & Flom,
serves as lead counsel to Service Merchandise, and Paul G.
Jennings, Esq., at Bass, Berry & Sims PLC, serves as local counsel
in Nashville.  Glenn B. Rice, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represents the failed retailer's unsecured
creditors' committee.  Service Merchandise filed for chapter 11
protection in 1996 (Bankr. M.D. Tenn. Case No. 399-02649). On
January 4, 2002, the Company announced that it would cease
continuing business operations.  Judge Paine confirmed Service
Merchandise's First Amended Plan of [Liquidation] on May 13, 2003.


SK GLOBAL: Wants to Stretch Lease Decision Time to September 20
---------------------------------------------------------------
Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP, in New York,
reminds the Court that during the first 10 months of its Chapter
11 case, SK Global America, Inc., has expended significant time
and resources on issues relating to its orderly transition to
operating in a Chapter 11 context and has made significant
strides toward establishing the preconditions for a confirmable
plan, including:

   (a) completing and filing its Schedules of Assets and
       Liabilities and Statement of Financial Affairs;

   (b) obtaining a bar date for the filing of proofs of claim;

   (c) reconciling the proofs of claim and filing omnibus
       objections to claims;

   (d) responding to requests for information from the Parent, SK
       Networks Co. and others in connection with the
       consummation of the Foreign Exchange and the Korean
       Restructuring;

   (e) negotiating with representatives of Cho Hung Bank and
       Korea Exchange Bank regarding the impact of the Chapter 11
       case and the global restructuring on their security
       interests and claims;

   (f) negotiating with Bank One regarding the release of more
       than $70 million frozen by the bank pursuant to a
       prepetition restraining order; and

   (g) negotiating with its employees and major constituents over
       the terms of employee bonuses and severance packages.

The Debtor recently reached an agreement in principal with its
largest secured creditors, Cho Hung Bank and Korea Exchange Bank,
over the proposed treatment of their claims under a Chapter 11
plan.  The Debtor is in the process of documenting the settlement
and anticipates filing a Chapter 11 plan over the next several
weeks.

On the Petition Date, the Debtor was party to seven unexpired
non-residential real property leases.

Since the bankruptcy filing, the Debtor has consolidated
operations and has previously rejected its office leases for the
premises located in:

   -- Stanford, California

   -- Newport, California

   -- Houston, Texas

   -- 1385 Broadway, New York

At present, three non-residential real property leases remain un-
assumed or un-rejected.  Some of these Leases may be valuable
assets of the Debtor's Chapter 11 estate or may be integral to
the continued administration of the Debtor's estate.

   Lessor Name                     Location of Premises
   -----------                     --------------------
   400 Kelby Associates            Parker Plaza
   1700 Broadway, 34th Floor       400 Kelby Street
   New York, NY 10019              Fort Lee, NJ 07024

   616 FM 1960 Building            616 FM 1960 West
   616 FM 1960 West                Houston, TX 77090
   Houston, TX 77090

   17106 South Avalon Blvd. Corp.  17106 South Avalon Blvd.
   400 Kelby St., 10th Floor       Carson, CA 90746
   Fort Lee, NJ 07024

The Debtor asks the Court to further extend the time within which
it may assume or reject its three remaining Leases to September
20, 2004, without prejudice to the rights of each of the lessors
under the Leases to seek, for cause shown, an earlier date on
which the Debtor must assume or reject a specific Lease.

Given the multitude of other pressing matters it has been
required to address so far, Mr. Ratner asserts that the Debtor
requires additional time to analyze the Leases to avoid what
would be either a premature assumption or rejection of the
Leases.  If the Debtor were to assume the Leases prematurely, the
Debtor, its estate and creditors would incur unnecessary
administrative costs for the Leases, which ultimately may not be
important to the Debtor's estate.  In addition, any post-
assumption breach by the Debtor under an assumed Lease would give
rise to an administrative expense claim.

Certain of the Leases may probably have assignment value and the
Debtor does not want to inadvertently forfeit any Lease as a
result of the "deemed rejected" provision of Section 365(d)(4) of
the Bankruptcy Code prior to determining whether a Lease can be
assumed and assigned for value.

Mr. Ratner assures the Court that allowing the 90-day extension
will not prejudice the Lessors because:

   (a) the Debtor is current on its postpetition rent
       obligations under the Leases;

   (b) the Debtor has the financial capacity and intent to
       continue to timely perform all of its postpetition
       obligations under the Leases as required by Section
       365(d)(3) of the Bankruptcy Code; and

   (c) in all instances, individual Lessors may ask, for cause
       shown, that the Court fix an earlier date by which the
       Debtor must assume or reject a Lease. (SK Global Bankruptcy
       News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


SKI MARKETING CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ski Marketing Corporation
        dba Ski Europe
        1535 West Loop South, Suite 319
        Houston, Texas 77027

Bankruptcy Case No.: 04-37965

Type of Business: The Debtor specializes in customized travel
                  arrangements for individuals and groups from
                  North America to Europe.
                  See http://www.ski-europe.com/

Chapter 11 Petition Date: June 1, 2004

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Aaron Keiter, Esq.
                  Strother Keiter, et al
                  4545 Mount Vernon
                  Houston, TX 77006-5815
                  Tel: 713-706-3636

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Alpine Europe / Lueftner                                $192,114

Austrian Trade Commission     Collecting for
                              Busreisen Tirol GMBH      $135,778

Austrian Trade Commision      Collecting for            $112,896
                              Lueftner Touristik

Hotel Sailer                                             $57,431

Hotel Tautermann Garni                                   $53,433

Hotel Le Prieure                                         $33,792

Hotel Grauer Baer                                        $32,114

Hotel Biner                                              $28,801

Hotel Alpinhof                                           $22,211

Hotel Goldener Greif                                     $17,947

Hotel Mont-Blanc                                         $17,384

Hotel Olimpia                                            $16,489

Hotel Chalet Swiss                                       $16,291

Hotel Les Aiglons                                        $15,307

Hotel Perren                                             $15,093

Hotel Daniela                                            $15,060

Parc Hotel Victoria                                      $14,633

Hotel Post                                               $14,585

Zermatt Tourismus                                        $13,160

Hotel Schwarzer Adler                                    $13,122


SOLUTIA INC: Agrees to Amend Toray Industries Supply Contract
-------------------------------------------------------------
M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, tells the Court that Solutia, Inc., and Toray
Industries, Inc., are parties to a Supply Contract for
hexamethylenediamine -- HMD -- and Adipic Acid, dated
September 30, 1991.  Pursuant to the Supply Contract, Toray is
obligated to purchase from Solutia, and Solutia is obligated to
sell to Toray, HMD and Adipic Acid from January 1, 1994 through
December 31, 2008.

In 1991, 1992 and 1993, Toray made non-refundable advance
payments on account of its future purchases of the Products under
the Supply Contract.  The Advance Payment represents the margin
in excess of costs that is chargeable to Toray for the Products'
sales under the Supply Contract.  As Toray completes purchases of
the Products, it receives a partial credit towards the Products'
purchase price on account of the Advance Payment, which results
in a corresponding reduction in the Advance Payment amount.

According to Ms. Labovitz, the Supply Contract provides that
Solutia is entitled to earn the full amount of the Advance
Payment by performing its obligations under the contract.  The
Supply Contract further provides that Toray is entitled to a
refund of or credit against the Advance Payment only in the event
of a force majeure or the termination of the Supply Contract by
Toray under certain instances, like a material breach of the
contract by Solutia.

                    Letter of Credit

To assure Toray of Solutia's financial ability to refund the
Advance Payment if it were required to do so under the Supply
Contract, the Supply Contract requires Solutia to provide Toray
with a letter of credit or other reasonable security if Solutia's
credit rating, as determined by Moody's Investors Service, Inc.,
is downgraded and remains below category "Baa2" for a period of
90 days or longer.

Ms. Labovitz relates that, in early 2002, Solutia's credit rating
was downgraded by Moody's below category "Baa2" and remained
below that category for more than 90 days.  At Toray's request,
on August 23, 2002, Solutia established letter of credit number
NY-00928-30033349 with Citibank, N.A., for $34,500,000.  The
Letter of Credit was subsequently reduced to $26,900,000 on
account of purchases of the Products Toray already made and in
contemplation of Toray's future purchases projection.  As a
result, the Letter of Credit, when it was reduced, did not secure
the full amount of the Advance Payment.

Notwithstanding that the Letter of Credit was issued to secure
Solutia's obligations under the Supply Contract to return the
Advance Payment and that the Supply Contract does not allow for
the Advance Payment return upon a bankruptcy filing, the
Letter of Credit provided that the funds would be available to
Toray upon presentation to Citibank of a document evidencing
Solutia's filing of a voluntary petition in any United States
bankruptcy court.

On January 9, 2004, Toray drew upon the Letter of Credit as a
result of Solutia's Chapter 11 filing and received $26,900,000
from Citibank.  Toray's draw upon the Letter of Credit created a
dispute between the parties regarding their continuing
obligations under the Supply Contract.  Ms. Labovitz reports that
the parties disagreed as to whether Toray breached the Supply
Contract by drawing on the Letter of Credit and whether Toray was
entitled to retain the Letter of Credit Proceeds.

Shortly after Toray's draw on the Letter of Credit, Solutia and
Toray sought to develop an agreement to continue doing business
under the Supply Contract.  The parties have continued to do
business under the Supply Contract by offsetting Toray's amounts
due for goods supplied by Solutia against the portion of the
Advance Payment that was not secured by the Letter of Credit.
However, that portion of the Advance Payment will likely be
depleted in July 2004.  Solutia and Toray conducted arm's-length
negotiations with regard to restoring Solutia to the position it
had previously held with regard to the Advance Payment and
returning the Letter of Credit Proceeds on conditions that would
provide assurance to Toray of Solutia's continued performance
under the Supply Contract.

                Proposed Amended Agreement

Solutia and Toray have agreed to amend the Supply Contract, to
provide that an escrow account will be established with JP Morgan
Chase Bank into which Toray will deposit the Letter of Credit
Proceeds.  Under the Amendment Agreement, the escrowed funds will
be deemed to replace the Advance Payment under the Supply
Contract.  During the term of the Escrow Agreement, Toray,
through companies that act as its purchasing agents, will pay
Solutia in full for each shipment of the Products and may seek
reimbursement from the escrowed funds on a semi-monthly basis in
an amount equal to the amount of the Advance Payment credit that
Toray otherwise would have received prior to the amendment of the
Supply Contract.

In addition, the Escrow Agreement provides that JP Morgan will
invest the escrowed funds and pay all earnings derived from it to
Solutia from time to time upon Solutia's request.  The Escrow
Agreement may be terminated and the escrowed funds may be
distributed to either Solutia or Toray under circumstances like:

   (a) the conversion of Solutia's Chapter 11 case to a case
       under Chapter 7 of the Bankruptcy Code;

   (b) the appointment of a bankruptcy trustee and the failure of
       Solutia to sell the Products to Toray under the Supply
       Contract; and

   (c) a material default by either party under the Supply
       Contract.

According to Ms. Labovitz, the Escrow Agreement may also be
terminated after confirmation of Solutia's Chapter 11
reorganization plan if Solutia's credit rating, as determined by
Moody's, rises to a rating of "Baa2" or higher, in which case the
funds in the escrow account will be distributed to Solutia and
will regain the status of the Advance Payment under the Supply
Contract.  If, after a termination of the Escrow Agreement
following confirmation of Solutia's reorganization plan, Moody's
subsequently downgrades Solutia's credit rating below category
"Baa2" for a period of 90 days or more, then Solutia may be
required to either provide Toray with an irrevocable stand-by
letter of credit or an escrow arrangement similar to that of the
Escrow Agreement in the amount of the balance of the Advance
Payment at that time.

The Escrow Agreement provides that the fees payable to the escrow
agent are $1,000 upon execution of the agreement and $1,000
annually plus the reasonable fees and expenses incurred by the
escrow agent.  The Escrow Agreement also provides that Toray and
Solutia will jointly and severally indemnify the escrow agent and
its directors, officers, agents and employees from all loss,
liability, or expense arising out of or in connection with the
escrow agent's performance of the Escrow Agreement or its
following any instructions from Toray or Solutia.

Accordingly, Solutia asks the Court to approve the Amendment
Agreement to resolve its claims to the Letter of Credit Proceeds.
Solutia also seeks the Court's authority to execute and deliver
the documents necessary to implement the Amendment Agreement,
including the Escrow Agreement.

Ms. Labovitz contends that the Amendment Agreement and the
accompanying Escrow Agreement are beneficial to Solutia's estate
because they will:

   (a) permit Solutia to continue selling the Products to Toray
       under the Supply Contract;

   (b) permit Solutia to realize earnings from the Letter of
       Credit Proceeds once they are placed in escrow;

   (c) increase Solutia's liquidity by establishing an escrow as
       security to return the Advance Payment rather securing the
       Advance Payment by means of a letter of credit; and

   (d) permit Solutia to reduce substantially its costs in
       providing security to return the Advance Payment to Toray.

Ms. Labovitz adds that the Escrow Agent's fees under the Escrow
Agreement would cost less than a replacement letter of credit,
which would cost Solutia about $600,000 per year.

The Amendment Agreement will help preserve Solutia's ongoing
business relationship with Toray while avoiding the uncertainty,
time and additional expense that would necessarily be involved if
Solutia litigated its claims against Toray relating to the Letter
of Credit Proceeds and the issue of whether Toray breached the
Supply Contract by drawing upon the Letter of Credit.

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


STELCO INC: Monitor Ernst & Young Releases Fifth Report
-------------------------------------------------------
Stelco Inc. (TSX: STE) announced that the Fifth Report of the
Monitor was issued and filed by Ernst & Young Inc. on June 11,
2004 and will be available through a link provided on Stelco's Web
site.

The Report provides an update on several developments surrounding
the Company's Court-supervised restructuring under the Companies'
Creditors Arrangement Act since the tabling of the Fourth Report
of the Monitor on May 19, 2004.

                     Stakeholder discussions

On May 27, 2004 the Court directed that counsel for the unions,
the Company, the Monitor and any other interested stakeholders sit
down to discuss the best means of engaging in meaningful
discussions on the restructuring and other matters. The Monitor
has reported that, despite extensive negotiations, the Company and
the USWA Locals have been unable to
agree upon such a process.

                      General Motors motion

General Motors' is one of the Company's largest customers. On June
10, 2004, GM indicated that it would seek the Court's permission
to terminate its supply arrangements with Stelco's Lake Erie
facility effective July 31, 2004. GM cited Stelco's inability to
provide certainty of supply beyond the July 31, 2004 expiry of the
collective agreement at Lake Erie plus the extended lead time
needed to secure steel from alternative sources as the reasons
underlying this action. The motion is scheduled to be heard today.

The Monitor stated that the loss of a customer of this size would
have a destabilizing effect on the Company and its operations.
Well in excess of 50 per cent of Lake Erie's production is sold to
customers in the automotive sector. The Monitor noted that the
loss of the GM business and the potential of further losses of
other automotive customers would damage the Company's efforts to
expand its automotive business.

                     Ministry of Labour motion

In response to a request by USWA Local 8782 for the appointment of
a Conciliation Officer, the Ontario Ministry of Labour brought a
motion seeking the Court's direction regarding the Ministry's
ability to appoint a Conciliation Officer. That motion is
scheduled to be heard today.

                        Stelco motion

The Monitor reported that the Company, in response to the General
Motors and Ministry of Labour motions, has brought its own motion
seeking an Order granting leave to the Ministry of Labour to
appoint a Special Officer under the Labour Relations Act if the
Minister considers that it will promote harmonious industrial
relations between the parties. That Officer would confer with the
parties to assist them in an examination of their
current relationship or the resolution of anticipated bargaining
problems. This motion, too, is scheduled to be heard today.

                The Monitor's views on these motions

The Monitor observed that CCAA proceedings are designed to
establish and maintain the stability of the Applicants to afford
them an opportunity to restructure. The retention of the
Applicants' customer base is a key component of the business plan
which underlies the restructuring effort and is essential to
ensure the long-term viability of the Applicants.

The Monitor stated the view that the relief sought by the Company
represents the most effective balancing of interests of all
stakeholders in that it will promote ongoing dialogue between
Stelco and the unions with the assistance of a third party officer
appointed under the Labour Relations Act.

                        About Stelco

Stelco is the largest steel producer in Canada, with both
integrated and minimill production of rolled and manufactured
steel products at multiple production sites. In 2000, Stelco
shipped 4.7 million tons of steel, about one-quarter of Canadian
consumption. The company has a broad product mix with an above-
average amount of value-added. Stelco serves diverse markets but
has high exposure to the auto industry, which represents about 40%
of sales. The company has a competitive cost position in hot
rolled sheet, particularly at its Lake Erie plant, and in bar
products at its two minimills, and an average cost structure in
other product lines produced at Hilton Works. Stelco has invested
more than CDN$800 million since 1997 in its facilities to increase
capacity, reduce costs, and improve operating efficiency and
overall profitability. This is expected to result in higher
operating margins in the future.


STELCO INC: Welcomes Court Decision on Mediator's Appointment
-------------------------------------------------------------
Stelco Inc. (TSX: STE) has commented on the decision issued Monday
afternoon by Mr. Justice Farley of the Ontario Superior Court of
Justice.

The Court has granted leave to the Minister of Labour to appoint
the Hon. George Adams as a conciliator and as a special officer
under the provisions of the Labour Relations Act. Upon such
appointment Mr. Adams would also take up his appointment as an
officer of the Court under the Company's CCAA restructuring
proceedings. Mr. Adams is a highly-regarded mediator and
arbitrator, former Superior Court Judge, former Chair of the
Ontario Labour Relations Board, law professor and counsel.

The Court also accepted the position that the USWA Locals will
provide 90-days effective notice to the Court and the other
stakeholders before any proposed work stoppage.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "We believe this is a fair and reasonable decision that can
benefit all stakeholders. It provides a neutral third party to
assist not only in facilitating meaningful discussions, but in all
matters regarding the restructuring process. And we believe the
90-day notice of any potential work stoppage provides our
suppliers and customers with the certainty they want, and the
Company with the stability it needs.

"We welcome the appointment of Mr. Adams and look forward to
meeting with him as soon as he is available. Our goal is to pursue
meaningful discussions involving all stakeholders, to move towards
our shared goal of a successful restructuring, and to help Stelco
emerge from this process as a viable and competitive steel
producer."

Stelco is the largest steel producer in Canada, with both
integrated and minimill production of rolled and manufactured
steel products at multiple production sites. In 2000, Stelco
shipped 4.7 million tons of steel, about one-quarter of Canadian
consumption. The company has a broad product mix with an above-
average amount of value-added. Stelco serves diverse markets but
has high exposure to the auto industry, which represents about 40%
of sales. The company has a competitive cost position in hot
rolled sheet, particularly at its Lake Erie plant, and in bar
products at its two minimills, and an average cost structure in
other product lines produced at Hilton Works. Stelco has invested
more than CDN$800 million since 1997 in its facilities to increase
capacity, reduce costs, and improve operating efficiency and
overall profitability. This is expected to result in higher
operating margins in the future.


TANGO INC: Adds Award-Winning Ron Ransom to Art Department
----------------------------------------------------------
Tango Incorporated (OTCBB:TNGO) announced the addition of Ron
Ransom to its art department.

"We have built a top notch art department that is creating a buzz
in the industry. As our art department continues to gain exposure,
additional revenue opportunities will be presented and we are
confident that the Tango brand will be established as a national
player in the fashion industry," said Todd Violette, Chairman and
COO.

The addition of Ron Ransom confirms Tango Pacific's commitment to
establishing the best screen art department anywhere in the
country. The Tango Pacific art team's staff of seven artists
includes artists that have won various awards. Ransom's
achievements include winning The Golden Squeegee, the industry's
recognition for the best screen artist in its category.

                      About Tango

Tango Incorporated -- whose January 31, 2004 balance sheet
shows a stockholders' deficit of $1,053,342 -- is a leading
garment manufacturing and distribution company, with a goal of
becoming a dominant leader in the industry. Tango pursues
opportunities, both domestically and internationally. Tango
provides major branded apparel the ability to produce the highest
quality merchandise, while protecting the integrity of their
brand. Tango serves as a trusted ally, providing them with quality
production and on time delivery, with maximum efficiency and
reliability. Tango becomes a business partner by providing
economic solutions for development of their brand. Tango provides
a work environment that is rewarding to its employees and at the
same time having aggressive plan for growth. Tango is currently
producing for many major brands, including Nike, Nike Jordan and
Chaps Ralph Lauren. Go to http://www.tangopacific.com/for more
information.


THERMACLIME INC: S&P Assigns B- Rating to Corporate Credit
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to chemicals and climate control products
manufacturer ThermaClime Inc.

In addition, Standard & Poor's assigned its 'B' rating to a
proposed $42 million offering of first-priority senior secured
floating-rate notes due 2011 and its 'CCC' rating to a proposed
$38 million offering of second-priority senior secured notes due
2011. Ratings are based on preliminary terms and conditions. The
outlook is stable.

The 'B' rating on the first-priority senior secured notes reflects
a strong likelihood of full recovery. The notes are secured by a
first lien on property, plant and equipment, and a second lien on
all other assets. The second lien should provide some residual
value, as there is a relatively small amount of priority debt
ahead of the notes. A proposed $15 million working capital
facility will have a first lien on these other assets.

The 'CCC' rating on the second-priority notes reflects their
disadvantaged position in the capital structure relative to the
working capital facility and the first-priority notes. The second-
priority notes are secured by the same assets as the first-
priority notes, but with a contractually subordinated lien on
those assets. Proceeds from the notes will be used to refinance
existing debt.

"The ratings on Oklahoma City, Oklahoma-based ThermaClime reflect
its very aggressive financial profile characterized by high debt
leverage, an aggressive financial policy, thin free cash flow,
exposure to interest rates, and limited liquidity," said Standard
& Poor's credit analyst Dominick D'Ascoli.

Ratings also reflect a well-below-average business position that
includes exposure to highly cyclical end markets, volatile raw-
material costs, customer concentration risk, and a modest
financial base.

ThermaClime, which is owned by LSB Industries Inc., a public
company, operates two distinct business segments-chemicals and
climate control, which account for about 62% and 38% of 2003
sales, respectively. The chemicals business produces nitrogen-
based products, including fertilizers, blasting-grade ammonium
nitrate, and industrial acids, while the climate control business
manufactures hydronic fan coils, water source heat pumps, and
custom air handlers.


THOUSAND OAKS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thousand Oaks Suites, LLC
        dba Comfort Suites
        fka Thousand Oaks Best Suites, LLC
        2575 Thousand Oaks Cove
        Memphis, Tennessee 38118

Bankruptcy Case No.: 04-28798

Type of Business: The Debtor operates a motel.

Chapter 11 Petition Date: June 8, 2004

Court: Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Ellen B. Vergos, Esq.
                  Apperson Crump & Maxwell, PLC
                  6000 Poplar Avenue, Suite 400
                  Memphis, TN 38119-3972
                  Tel: 901-260-5131

Total Assets: $4,370,392

Total Debts:  $4,650,415

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Banterra Bank                 Location: 2575          $3,659,730
506 N. Victor St.             Thousand Oaks
Christopher, IL 62822         Cove, Memphis TN
                              Secured Value:
                              $3,500,000

City of Memphis               Real Estate Taxes,        $256,665
125 North Main St., Room 375  penalty and interest
Memphis, TN 38103

Bob Patterson, Trustee        Real Estate Taxes,        $236,469
                              Penalties and
                              Interest

Tennessee Department of       Sales Tax                  $57,926
Revenue

Tennessee Department of       Franchise and              $42,626
Revenue                       Excise Tax,
                              penalties and
                              interest

Shelby County Clerk           Sales Tax                  $26,383

City of Memphis               Sales Tax                  $15,223

Zoccola & Associates          accounting services        $13,192

Guest Distribution            Trade debt                  $8,233

Maintenance Warehouse         Trade debt                  $7,379

Chandler's Lawn Service       Trade debt                  $6,538

Hatchett Hospitality          Trade debt                  $4,073

Courtesy Consultants          Trade debt                  $3,714

Otis Elevator                 Trade debt                  $3,399

R & J Business Telephone      Trade debt                  $3,143

Star Linen                    Trade debt                  $1,597

Mid-South Products            Trade debt                  $1,044

H. W. Baker Linen             Trade debt                    $982

Southeastern Telecom          Trade debt                    $774

Casco Pay Phones              Trade debt                    $700


THREE JACK INC: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Three Jack, Inc.
        4302 College Main
        Bryan, Texas 77801

Bankruptcy Case No.: 04-37861

Type of Business: The Debtor provides engineering and support
                  services.

Chapter 11 Petition Date: June 1, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Calvin C. Braun, Esq.
                  8100 Washington Avenue, Suite 120
                  Houston, TX 77007
                  Tel: 713-880-3366
                  Fax: 713-880-3225

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Greg and Michelle Jarvie      Loan Agreement             $75,000

Gerald L. Winn                Property taxes              $1,062

National Water & Power        Utility Service               $288

Office Depot                  Misc. goods and                $93
                              services

WUC, Inc.                     Misc. Business Debt            $87

Quill                         Misc. goods and                $22
                              services


Winters Dist. Co. Inc.        Misc. goods and                $11
                              services


UAL: Wants to Extend Exclusive Time to File Plan to September 30
----------------------------------------------------------------
The UAL Corp. Debtors ask Judge Wedoff to extend their exclusive
periods to file a Chapter 11 plan of reorganization through
September 30, 2004, and to solicit acceptances of that plan
through November 30, 2004.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
during the course of their Chapter 11 proceedings, the Debtors
have transformed their cost structure while "delivering
operational excellence."  The Debtors have achieved approximately
$2,500,000,000 in annual labor cost reductions and productivity
improvements.

The Debtors are working towards a settlement with the Chapman
Group.  However, it is unclear whether the parties will finalize
an agreement and seek Court approval prior to a decision from the
Air Transportation Stabilization Board on exit financing.  Mr.
Sprayregen says that it would be unwise to prematurely commence
the plan confirmation process with so many variables unresolved.

Because the Debtors do not have control over the timing of the
ATSB's decision on the loan guarantee application, an exact
timetable for the Debtors' emergence from Chapter 11 is
impossible.  The Debtors, however, expect to initiate the plan
confirmation process this Fall.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UTI CORPORATION: S&P Rates Corporate Credit & Bank Loan at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to medical-device contract manufacturer UTI Corp. It
also assigned its 'B+' bank loan rating and '3' recovery rating to
UTI's proposed $40 million senior secured five-year revolving
credit facility due in 2009 and to a $174 million senior secured
six-year bank term amortizing loan B due in 2010. In addition,
Standard & Poor's assigned its 'B-' debt rating to UTI's proposed
$190 million senior subordinated notes due in 2014.

Proceeds from these financings are expected to be used to fund the
company's net-of-cash $230 million acquisition of medical device
maker MedSource Technologies Inc., to refinance existing debt, and
to fund a minor dividend to one of UTI's two financial sponsors.
Both the bank debt and the subordinated notes will be issued by
Medical Device Manufacturing Inc., a wholly owned subsidiary of
the parent holding company and guarantor, UTI. Pro forma for the
proposed debt, the Collegeville, Penn.-based UTI will have about
$364 million of debt outstanding.

The outlook is positive.

UTI is a contract manufacturer that provides design and
engineering services, precision component manufacturing, device
assembly, and supply chain management services for major medical
device manufacturers in the cardiovascular, endoscopic, and
orthopedic fields. A successful and low-cost outsourcer such as
UTI can be of particular value to large manufacturers who wish to
minimize the costs associated with making devices and components
that have reached a mature or commodified stage. An experienced
contract manufacturer is also of considerable value to smaller
device firms that lack the engineering skills, production
capacity, and technical know-how to efficiently produce their
innovations. UTI also has a comparatively small business making
precision components for the aerospace, auto, electronics, and
telecommunications industries.

The privately owned company's pending acquisition of rival device-
maker MedSource Technologies Inc., a public company, will create
one of the larger medical-device contract manufacturers in the
U.S. and more than double its annual sales base, to about $350
million. The companies' operations are complementary: Whereas UTI
supplies parts for stent delivery systems to Boston Scientific
Corp. and Johnson & Johnson, MedSource makes components for
Medtronic Inc. pacemakers. MedSource is stronger in electro-
medical and orthopedic products, while UTI has a lower-cost
manufacturing platform in Mexico. The transaction is expected
to close in the summer of 2004.

"UTI's ratings reflect its position as a leading but small
participant in the fragmented medical device contract
manufacturing business and the challenges the highly leveraged
firm could face in integrating two similar-sized businesses that
have themselves been formed from numerous other business
combinations," said Standard & Poor's credit analyst Jill
Unferth.

Though the company faces substantial risks related to the doubling
of its business, it also claims several advantages: It
participates in three fast-growing areas of the medical device
industry, and it has a relatively limited exposure to technology
and obsolescence risks. The company is also in the position to
defend its strong and diverse base of top-tier customers, as there
are considerable competitive barriers to entry into the market and
because switching costs can be considerable for these customers
once a successful contract manufacturing relationship with UTI
is established.


VARI-L CO: Will Make Final Distribution Out of Asset Sale Proceeds
------------------------------------------------------------------
VL Dissolution Corporation (Pink Sheets: VLDS) announced that VL
Dissolution's board of directors has authorized the final
distribution to its shareholders out of the proceeds of the sale
of substantially all of its assets to Sirenza Microdevices, Inc.
(Nasdaq: SMDI).

VL Dissolution plans to distribute to each shareholder of record
as of June 18, 2004 0.137072 shares of Sirenza's common stock and
$0.159 cash for each share of VL Dissolution common stock held as
of such record date. If the distribution rate of Sirenza stock
would result in the issuance of a fractional share, the company
will issue in lieu of such fractional share a check in an amount
equal to the product of such fraction multiplied by the market
value of the Sirenza stock as of the day the fractional share is
sold, minus selling expenses. The shares are expected to be
distributed by Sirenza's transfer agent by June 28, 2004 with the
checks to be distributed shortly thereafter.

The Ex-Dividend Date of VL Dissolution's common stock has been set
at June 29, 2004. In connection with the distribution, however,
the Board of Directors of VL Dissolution has approved the closing
of the stock transfer books of the company as of June 28, 2004,
the date on which the final distribution will be made to the
company's shareholders. Accordingly, no transfer of shares of VL
Dissolution common stock after such date will be registered on the
company's stock transfer books or otherwise recognized by the
Company. Trades made prior to June 28, 2004 will be processed
normally by the transfer agent for the common stock of VL
Dissolution Corporation. As such, every investor who holds shares
of VL Dissolution's common stock on June 28, 2004 will be entitled
to receive the proceeds of the final distribution.

The Board of Directors of VL Dissolution has also approved the
filing of a Form 15 with the Securities and Exchange Commission,
pursuant to which its duty to file reports required under Section
13(a) of the Securities Exchange Act of 1934, as amended, will be
immediately suspended, and its duty to file reports required under
Section 15(d) of the Exchange Act will be suspended as of June 30,
2004, the end of the VL Dissolution's fiscal year. VL Dissolution
expects to file the Form 15 on June 28, 2004, the day of the
distribution.

                 About VL Dissolution Corporation

On May 5, 2003, VL Dissolution formerly Vari-L Company, Inc., sold
substantially all of its assets to Sirenza for cash and Sirenza
common stock, and is currently engaged in the process of orderly
liquidation of its remaining assets, the winding up of its
business and operations, and the dissolution of the company.


WEIRTON STEEL: Caterpillar Wants Stay Modified To Recover Loaders
-----------------------------------------------------------------
On July 13, 1992, Caterpillar Financial Services Corporation and
the Weirton Steel Corporation Debtors entered into a CAT Master
Tax Lease wherein Caterpillar agreed to acquire and lease to the
Debtors certain equipment from time to time.  Pursuant to the CAT
Master Tax Lease, Caterpillar acquired and leased to the Debtors
on January 21, 2000, a Caterpillar 990 Wheel Loader.  The total
price of the 990 Loader was $986,088 and the lease payments were
$19,229 per month for a period of 48 months.  While the Debtors
have the option to purchase the 990 Loader for $241,398 at the
end of the Lease term, they did not timely exercise the purchase
option.  The lease for the 990 Loader expired on January 21,
2004.  However, the Debtors remain in possession of the 990
Loader.

Pursuant to the CAT Master Tax Lease, Caterpillar also acquired
and leased to the Debtors on January 21, 2000, a Caterpillar 938F
Wheel Loader.  The total price of the 938F Loader was $42,234 and
the lease payments were $590 per month for a period of 36 months,
with the Debtors having the option to purchase the 938F Loader
for $25,847 at the end of the lease term.

The Debtors did not exercise the purchase option but renewed the
lease for the 938F Loader for an additional 12 months, at the
rate of $500 per month in accordance with a Lease Renewal
Agreement.  The Lease Renewal Agreement expired on January 21,
2004 and the 938F Loader still remains in the Debtors'
possession.

According to William F. Dobbs, Jr., at Jackson Kelly, in
Charleston, West Virginia, notwithstanding that the Debtors have
remained in possession of the Loaders, and continue to use the
Loaders, the Debtors have made no payments on the 990 Loader
since December 15, 2003, and on the 938F Loader since December 5,
2003.  Lease payments on the 990 Loader are due for December 21,
2003 to date, and on the 938F Loader for October 21, 2003 to
date.

Mr. Dobbs contends that Caterpillar's interest in the Loaders is
not adequately protected because the Debtors are using the
Loaders and not paying for their use.  Furthermore, the Debtors
have no equity in the Loaders and the Loaders are unnecessary to
effect a reorganization because the Debtors will have no
operations after the sale of their operating assets to a
subsidiary of International Steel Group, Inc.

Accordingly, Caterpillar asks the Court to:

   (a) modify the automatic stay so it may take possession of the
       Loaders and exercise its foreclosure, recovery, sale and
       other rights in the Loaders pursuant to the terms of its
       lease documents and applicable law; and

   (b) require the Debtors to relinquish possession of the
       Loaders. (Weirton Bankruptcy News, Issue No. 27; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


WHISTLER: Commences Formal Review After Berlin Stock Delisting
--------------------------------------------------------------
Whistler Investments Inc. subsidiaries, R-Electric Car Company,
Global Electric Corporation, and Solium Power Corp announced that
as previously communicated to stockholders concerning the
unauthorized listing of Whistler's common stock on the Berlin
Stock Exchange, we took steps to delist our stock from that
exchange, and advised our stockholders that, because of the Berlin
Stock Exchange's policy permitting "naked" short sales, to make
sure that they received delivery of any stock they purchased.

Following the delisting of our stock from the Berlin exchange, we
had concerns about the potential aftermath of this unauthorized
listing. We conducted our own investigation and as of June 2,
2004, have found the following:

According to our transfer agent records, we have 5,504,680 shares
held by DTC, but the ADP broker search indicates of 6,217,458
shares being reported by broker/dealers as being held on behalf of
their customers, indicating a short position of more than 700,000
shares. A summary report can be viewed at

       http://www.whistlerinvestments.com/shorts.html

We have therefore commenced work with DTC for a formal review of
the reported excessive broker/dealer holdings of our stock so that
we can conduct our corporate affairs properly in view of our
planned stockholders meeting and other upcoming corporate matters.
We again advise our stockholders make sure that they receive
delivery of any shares that they purchase, and also that their
stock is not being borrowed without authorization.

Holly Roseberry, President of Whistler Investments states "We
intend to get to the bottom of the excessive short position and
bring stability back into the trading of our stock. We're happy to
say that we have 5,133 stockholders and we expect all our
stockholders to benefit from the shorters having to cover their
short positions.

                       About Whistler

Whistler Investments, Inc. --http://www.whistlerinvestments.com/-
- is emerging as a leader in the development and marketing of
Lithium Ion vehicles and Lithium Ion powered products worldwide.
Whistler believes our superior technology coupled with an
aggressive marketing plan will establish our company on the world
stage. With the global focus moving rapidly towards addressing
pollution, the need for sustainable, zero emission energy is
current. As legislation is dictating a move towards this type of
energy, we foresee this industry as one of the fastest growing
segments within the global economy.

At January 31, 2004, the company's balance sheet shows a
stockholders' deficit of $90,933 compared to a deficit of $403,584
at January 31,2003.

                        *   *   *

               Going Concern Uncertainty

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

"Since our incorporation, we have financed our operations almost
exclusively through the sale of our common shares to investors. We
expect to finance operations through the sale of equity in the
foreseeable future as we do not receive revenue from our current
business operations. There is no guarantee that we will be
successful in arranging financing on acceptable terms.

"We have raised equity capital through issuances of common stock
and debt. During the year ended January 31, 2004, we received
proceeds of $589,500 from the  exercise of stock options and
$150,000 from the  issuance of common stock.

"At January 31, 2004, we had $169,428 cash on hand. Our ability to
raise additional capital is affected by trends and uncertainties
beyond our control.

"Our current operating funds are less than necessary to complete
the license payments to RV Systems for commercialization of
products utilizing Lithium House portable power systems under the
License Agreement, and therefore we will need to obtain additional
financing in order to complete our business plan. Our business
plan will require substantial additional financing in connection
with the initial  commercialization of the products under the
License Agreement. We  anticipate that our administrative costs
and expenses to acquire the licenses from RV Systems, Inc. over
the next 12-month period will be in excess of $2,000,000, if we
secure rights to all licensed products.

"We do not currently have any  arrangements for financing and we
may not be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors,
including investor sentiment. Market factors may make the timing,
amount, terms or  conditions of additional financing unavailable
to us.

"Our auditors are of the opinion that our continuation as a going
concern is in doubt. Our continuation as a going concern is
dependent upon continued financial support from our shareholders
and other related parties."


WORLDCOM INC: Provides Update on Certain Claim Settlements
----------------------------------------------------------
The Worldcom Inc. Debtors dispute 24 claims based on one or more
of these reasons:

   (a) Insufficient documentation is attached to the claim to
       support the validity of the claim;

   (b) The claim does not qualify for priority treatment under
       Section 507(a) of the Bankruptcy Code;

   (c) The claim does not qualify for administrative expense
       claim status pursuant to Sections 507(a) and 503(b);

   (d) The claim fails to identify the alleged collateral
       securing the asserted debt, does not attach evidence that
       the alleged secured claim is properly perfected, and does
       not provide the value of the alleged collateral;

   (e) There is no enforceable agreement between the Debtors and
       the creditor;

   (f) The claim has been paid in full;

   (g) The creditor failed to fully or properly perform its
       obligations to the Debtors;

   (h) The creditor did not provide the services or goods
       claimed;

   (i) The creditor's claim is subject to the Debtors' offset;

   (j) The creditor's claim was not timely filed;

   (k) The Debtors dispute the claim amount; and

   (l) The Debtors' records do not indicate that any amount is
       owing to the creditor.

Judge Gonzalez expunges and disallows these claims due to the
Claimant's failure to respond to the Debtors' Objection:

   Claimant                                     Claim No.
   --------                                     ---------
   Aspen Cleaning Corporation                     25224
   Cellxion, LLC                                  24086
   Commonwealth of Massachusetts                  31188
   Designer Cellular                               2058
   EC Solutions                                    4187
   Franklin Electrofluid Company, Inc.            20699
   Golden Field Services, Inc.                    23148
   J. Wayne Poole, Inc.                            3695
   Lifecodes Corporation                           3982
   RMS Foundation Inc., d/b/a The Queen Mary      11822
   Szmania, Curtis                                11822
   Szmania Enterprises                            11820
   Szmania Enterprises                            11821
   US World Call, Inc.                             6851
   Voda One Corp                                   6417
   Virtua Memorial Hospital & Virtua Health       11466
   The Cleveland Clinic Foundation                 3176

The Debtors settle certain claims through separate letter
agreements:

   (1) The Debtors allow Sunrise Credit Services, Inc.'s Claim
       No. 15648 as a Class 4 Claim for $40,000;

   (2) Waste Management, Inc.'s Claim No. 8428 is allowed as a
       Class 4 Claim for $27,172;

   (3) The Debtors allow Better Engineering Technologies, Inc.'s
       Claim No. 10458 as a Class 6 general unsecured claim for
       $126,373; and

   (4) EADS Telecom North America, formerly known as Intecom,
       Inc., and the Debtors agree that Claim No. 17939 will be
       allowed as a claim pertaining to one or more executory
       contracts assumed by the Debtors.  The cure amount for the
       contract totals $434,337.

General Services Administration, National Capital Region,
withdraws Claim No. 22554 for $1,783,779, with prejudice.  Iona
Technologies, Inc., withdraws its opposition to the Debtors'
objection to Claim No. 10331.

The hearing on Epsilon Data Management, Inc.'s Claim No. 22493
for $1,888,157 is adjourned to July 13, 2004.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI-- http://www.worldcom.com-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XIGNUX S.A.: S&P Affirms Local & Foreign Currency Ratings at BB-
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' local and
foreign currency corporate credit rating on Xignux S.A. de C.V.
Standard & Poor's also affirmed the senior unsecured 'B+' ratings
assigned to Xignux's notes due August 2004 and its notes due 2009.
The outlook is negative.

The ratings affirmation reflects the progress of Xignux's
refinancing plan, particularly the successful exchange and
issuance of new notes to meet the maturity of its notes due August
2004. The negative outlook reflects that the failure to
successfully refinance the company's remaining debt maturities and
to improve its key financial indicators could lead to a downgrade.

"The ratings on Xignux reflect its high leverage, the cyclical
nature of some of its end-markets, and increasing costs as a
result of the strength of the Mexican peso in recent years,"
said Standard & Poor's credit analyst Jose Coballasi. "The ratings
also consider Xignux's significant market-share positions, product
diversity, and vertical integration. Its emphasis on high quality
has attracted world-recognized joint-venture partners, providing
Xignux, a diversified holding company, with low-cost access to
state-of-the-art technology and enhancement of its export
possibilities."

Xignux is a diversified holding company whose subsidiaries
manufacture a variety of products, mostly for industrial markets.
The company sells auto parts, chemicals, food, cable, foundry,
power, and distribution transformers.

The outlook is negative. Failure to successfully refinance the
company's remaining debt maturities and to improve the company's
key financial indicators during the year could lead to a
downgrade. The successful refinancing of the company's short-term
debt maturities and an improvement in the company's key and
financial measures during the year could lead to a stable outlook.


XTREME COMPANIES: Sells New Fire-Rescue Jet Boat to Jackson County
------------------------------------------------------------------
Xtreme Companies, Inc. (OTC Bulletin Board: XTME) announced that
it has sold a model FRJ-1250 Fire-Rescue Jet Boat to Jackson
County Fire and Rescue Department in Marianna, Florida. The
scheduled delivery date is August 2004.

Jackson County's Chief Robby Brown stated, "Xtreme's Fire-Rescue
boat is of great quality and design that offers EMS and fire-
fighting capabilities in a small package which can maneuver
anywhere on the water."

Xtreme CEO Kevin Ryan stated, "The fact that the FRJ-1250
continues to prove its capabilities, was the primary basis for
this opportunity with Jackson County Fire and Rescue Department.
It is extremely encouraging that we are now beginning to gain
traction from our recent extensive marketing efforts."

He added, "Additionally, under The Assistance to Firefighters
Grant Program (AFGP), administered by the Department of Homeland
Security's Office for Domestic Preparedness, we assisted over 40
fire and rescue departments nationwide in submitting their
applications for funding of fire & rescue boats. We remain
optimistic about our chances for success because this year
fireboats have been elevated to Priority One Status as compared
with last year when fire boats were classified under Priority Four
Status. We expect shortly to begin hearing on the results of these
applications."

The AFPG assists rural, urban and suburban fire departments
throughout the United States. Through the Department of Homeland
Security Appropriations Act of 2004, Congress provided $750
million for the Assistance to Firefighters Grant Program and
transferred administration of the program from FEMA to ODP.

The FRJ-1250 is ideal for shallow water rescues, pier fires, shore
fires, or structure fires near the water. It is remarkably
maneuverable, turning quickly in its own footprint, and it
operates at higher speeds than other currently available
fireboats. Its maneuverability and performance generates highly
desirable rapid response time, and it can also be used to fill the
water tanks of traditional fire trucks near a shoreline. The boat
can hold up to five firefighters at a time. The boat is small
enough that it can be moved easily on a trailer behind an SUV. One
firefighter can easily deploy, operate, and recover the boat. It
can also be equipped with a specialized foam dispensing system for
chemical fires.

           About the Office for Domestic Preparedness

On March 1, 2003, the Office for Domestic Preparedness became a
part of the Department of Homeland Security. The Homeland Security
Act of 2002 (Public Law 107-296) designated ODP as the principal
Federal agency responsible for the preparedness of the United
States for acts of terrorism, including coordinating preparedness
efforts at the Federal level, and working with all State, local,
tribal, parish, and private sector emergency response providers on
all matters pertaining to combating terrorism, including training,
exercises, and equipment support. To support this mission, ODP
administers a number of programs that provide a wide-array of
support to our nation's emergency preparedness and response
community. For more information on ODP, please contact the Website
at http://www.ojp.usdoj.gov/odp/

                About Xtreme Companies, Inc.

Xtreme Companies, Inc. is engaged in manufacturing and marketing
of mission-specific fire and rescue boats used in emergency,
surveillance and defense deployments. The boats have been marketed
and sold directly to fire and police departments, the U.S.
Military and coastal port authorities throughout the United
States. For additional information about Xtreme Companies, Inc.
please visit http://www.xtremecos.com/The Company's public
financial information and filings can be viewed at
http://www.sec.gov/

At March 31,2004, Xtreme Companies' balance sheet shows a
stockholders' deficit of $643,474 compared to a deficit of
$739,249 at December 31, 2003.


* David Blea & Ada Clapp Join Brown Rudnick's New York Office
-------------------------------------------------------------
Brown Rudnick Berlack Israels, a premier international law firm,
announced that David Blea, former Partner at Morgan Lewis, and Ada
Clapp, former Special Counsel at Schulte Roth & Zabel, LLP, have
joined the firm in the New York office. The additions of Mr. Blea
and Ms. Clapp are part of Brown Rudnick's strategy to continue its
expansion in New York and further extend the firm's integrated
slate of sophisticated services to a global client base.

David Blea joins Brown Rudnick's Corporate & Securities team, with
a practice focus on handling transactional matters for industry
leaders and institutional investors. With more than 20 years of
experience in corporate finance and mergers & acquisitions, Mr.
Blea oversees the structuring and negotiation of leveraged
acquisitions, strategic equity investments, divestitures, debt
financings, recapitalizations and restructurings across a wide
array of industries.

"Brown Rudnick demonstrates strong leadership, with a clear vision
for the firm's future," comments Mr. Blea. "Also evident is the
firm's commitment to expand within the New York legal market, and
the attorneys' collaborative efforts in establishing and
developing client relationships. This is an exciting opportunity
for me."

Ada Clapp is a new partner in Brown Rudnick's Trusts & Estates
Group. She counsels high net-worth individuals, professional
fiduciaries and multi-generation family offices on matters
involving comprehensive wealth management, tax planning, the
planning and administration of complex trusts and estates,
charitable giving and business succession planning.

Prior to joining Brown Rudnick, Ms. Clapp was Special Counsel at
Schulte Roth & Zabel. She, too, finds "focused leadership" at
Brown Rudnick, as well as a "sophisticated client base, active
networks, and an ideal environment to grow a successful practice."

"Our 2002 merger with Berlack, Israels & Liberman laid the
foundation of our growing New York office," explained Joseph Ryan,
CEO of Brown Rudnick. "The decisions by David and Ada to join our
team in New York clearly advance our plans to broaden our presence
in the metro area. The integration of their practices and
experience are crucial elements of the overall growth strategy."

The additions of Mr. Blea and Ms. Clapp follow Brown Rudnick's
April announcement of the opening of the firm's office in
Washington, DC, where new Principals and senior Capitol Hill
advocates Michael Lewan and Doyce Boesch extend Brown Rudnick's
political and geographic reach.

           About Brown Rudnick Berlack Israels LLP

Brown Rudnick is a full-service, international law firm with
offices in the United States and Europe. The firm's 200 attorneys
provide representation across key areas of the law: Bankruptcy &
Corporate Restructuring, Corporate Finance, Project and Structured
Finance, Corporate & Securities, Energy, Intellectual Property,
Government Law & Strategies, Health Care, Real Estate, Complex
Litigation and Trusts & Estates. Combining a dedication to
excellence with the implementation of sophisticated technologies,
Brown Rudnick provides its clients with a breadth and depth of
expertise uniquely suited to their legal needs.

The Brown Rudnick Center for the Public Interest is a measure of
the Firm's strong commitment to the community and serves as an
umbrella entity to encompass all of the Firm's pro bono legal
work, charitable giving, community involvement and public interest
efforts.


* Texas Magazine Recognizes 22 Winstead Attorneys as Rising Stars
-----------------------------------------------------------------
The stars at night, are big and bright, deep in the heart of
Winstead. Winstead Sechrest & Minick P.C. announced that in the
July issue of Texas Monthly magazine, 22 Winstead attorneys will
be recognized as some of Texas's Rising Stars in the legal
industry. Nominated by the honorees of the magazine's 2003 Texas
Super Lawyers, the first annual list recognizes those Texas
attorneys who are up-and-coming attorneys that are 40 years old or
younger, or have been in practice 10 or fewer years.

"This prestigious recognition serves as a testament to the talent
of our attorneys, their commitment to advancing the legal
profession and, most importantly, their constant drive to deliver
the highest quality service to our clients," said W. Mike Baggett,
Winstead's Chairman and CEO. "We are honored that 22 of our
attorneys were chosen to be named as Texas Monthly's 2004 Rising
Stars and we are proud to have them as part of the Winstead team."

In order to select the winners, the publishers of Texas Monthly
and Law & Politics magazines sent nomination ballots to those
Texas attorneys who were honored as Texas Monthly's 2003 Texas
Super Lawyers. These lawyers were asked to nominate those
attorneys they believed represented some of the best in Texas,
based on first-hand knowledge.

The following are the 22 Winstead attorneys, by office location
and area of practice, who were recognized:

     Austin

     --  David M. Hugin - Litigation
     --  G. Stewart Whitehead - Litigation

     Dallas

     --  Michael F. Alessio - Real Estate
     --  Lou Ann Brunenn - Banking & Credit Transactions
     --  Donald F. Campbell - Litigation
     --  Jeffrey D. Carruth - Bankruptcy/Business Restructuring
     --  T. Andrew Dow - Real Estate
     --  Randall W. Fickel - ERISA/Employee Benefits
     --  Derek L. Fletcher - Wealth Preservation
     --  Robert F. Friedman - Labor & Employment
     --  Bradley M. Gordon - Litigation
     --  M. Brenk Johnson - Labor & Employment
     --  Phillip L. Lamberson - Bankruptcy/Business Restructuring
     --  Richard C. Leucht II - Banking & Credit Transactions
     --  Joel W. Reese - Litigation
     --  Emeline Yang - Banking & Credit Transactions

     Fort Worth

     --  David F. Johnson - Appellate, Litigation

     Houston

     --  Yasmin I. Atasi - Litigation
     --  John H. McFarland - Litigation
     --  Ricardo Garcia-Moreno - Corporate & Securities, Sports &
         Entertainment
     --  Teresa L. Schneider - Litigation
     --  Brian M. Steger - Labor & Employment

Winstead Sechrest & Minick is among the largest business law firms
in Texas with more than 300 attorneys and 29 practice areas.
Winstead has offices in Austin, Dallas, Fort Worth, Houston, San
Antonio, and The Woodlands, Texas, Washington D.C., and Mexico
City. For detailed information about the firm, visit
http://www.winstead.com/

                       *   *   *

As reported in the Troubled Company Reporter's April 23, 2004
edition, Standard & Poor's Rating Services placed its ratings for
Woodland Hills, California-based-WMC Finance Co., including the
company's 'B' counterparty credit and 'B-' senior unsecured debt
ratings, on CreditWatch with positive implications.

"The CreditWatch placement follows GE Consumer Finance's
announcement that it plans to acquire WMC Finance Co," said
Standard & Poor's credit analyst Steven Picarillo.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


                           *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***