TCR_Public/040617.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, June 17, 2004, Vol. 8, No. 121

                           Headlines

AAIPHARMA INC: Files Restated 2003 Report on Form 10-K with SEC
ADELPHIA: Devon Liquidating Trustee Issues First Quarter Report
ADVANCED MEDICAL: Provides Preliminary 2005 Earnings Guidance
AIR CANADA: Wants Approval of Amended Aeroplan Participation Pact
AIR CANADA: Chairman Robert Brown Appointed CAE President & CEO

ALLMERICA FINANCIAL: S&P Raises Synthetic Transaction Ratings to B
AMERICAN SEAFOODS: Extends 10-1/8% Senior Debt Offer to July 6
AMES TRUE TEMPER: S&P Assigns B Corporate Credit Rating
ANSCHUTZ SOUTHERN: S&P Rates $125MM Senior Secured Notes at B
ARTESIA MORTGAGE: Fitch Cuts $8.4M 1998-C1 Class F Rating to BB+

ATS LIQUIDATING: Makes 2004 Cash Distribution of $.03 Per Share
BGF INDUSTRIES: S&P Upgrades Corporate Credit Rating To CCC+
BIOTRANSPLANT INC: Provides Update on Liquidation Proceedings
BROADBAND WIRELESS: Names Darwin Payton President & Ron Tripp CEO
CABLE & WIRELESS: Court Sets July 2 As Plan Voting Deadline

CADMUS COMMUNICATIONS: Completes 9-3/4 Senior Debt Refinancing
COMMSCOPE: Transfers OFS BrightWave Equity Stake to Furukawa
COMMUNITY SERVICE: Shareholders OK Liquidation & Dissolution Plan
COVANTA ENERGY: Names Craig Abolt as Chief Financial Officer
COVANTA TAMPA: Objects to Four Hydranautics Claims

COVE APPAREL: Former Auditors Cite Going Concern Uncertainty
CRIIMI MAE: Fitch Upgrades $73MM 1996-C1 Class D Rating to BB+
DAYTON SUPERIOR: S&P Lowers Corporate & Sr. Debt Ratings To B-
DB COMPANIES: U.S. Trustee Names 5-Member Creditors' Committee
E-SIM LTD: Posts $6.7 Mil. Stockholders' Deficit at April 30, 2004

ELIZABETH ARDEN: Unilever Affiliates Complete Stock Sale
ENRON CORP: Wants Preferential Payments to 31 Creditors Returned
ENRON CORPORATION: Issues Notices of Five De Minimis Asset Sales
ENRON CORPORATION: Modifies Fifth Amended Reorganization Plan
EPOCH 2001-1: Fitch Takes Various Rating Actions on 5 Tranches

EVERGREEN INTERNATIONAL: S&P Junks Corporate Credit Rating
EXIDE TECHNOLOGIES: Will Release Fiscal 2004 Results On June 30
FALCON PRODUCTS: Secures Additional $10 Million in Capital
FARMLAND: Sells 8% Stake in Land O'Lakes Farmland Feed for $12M+
FEDERAL-MOGUL: Plan Voting Deadline is November 3, 2004

FULLETON-PACIFIC: Case Summary & 20 Largest Unsecured Creditors
GADZOOKS INC: DKR Oasis Management Holds 7.85% Equity Stake
GATEWAY INC: Expects Narrower Net Loss in Second Quarter
HARRY'S AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
HAYES LEMMERZ: HLI Trust Settles 21 Avoidance Claims For $735,520

HAYNES INTERNATIONAL: Disclosure Statement Hearing Set for June 28
HOLLINGER INC: Provides Financial Report Status Update
HOLLINGER INT'L: Reports Internal Review at The Chicago Sun-Times
HOLMES BROTHERS: Case Summary & 20 Largest Unsecured Creditors
HORIZON NATURAL: Bankruptcy Court Approves Bidding Procedures

HUNTSMAN INTERNATIONAL: S&P Rates Senior Secured Bank Loan at B
INT'L FIBERCOM: Trustee Makes Interim Distribution to Bank Lenders
J.P. MORGAN: Fitch Affirms Low Ratings on 6 2001-C1 Classes
JILLIAN'S ENTERTAINMENT: Kirkland & Ellis Serves as Attorneys
KB TOYS INC: Deadline for Filing Proofs Of Claim is July 16

KIWA BIO-TECH: Grobstein Horwath Replaces Pritchett as Accountants
LANTIS EYEWEAR: Creditors Must File Claims by July 12, 2004
LANTIS EYEWEAR: Gets Okay to Hire Riker Danzig as Attorneys
LENNAR CORP: Reports 26% Increase in Net Earnings for Q2 2004
LES BOUTIQUES: Distributes Plan of Compromise and Arrangement

LINDSAY MOVING: Case Summary & 19 Largest Unsecured Creditors
LSP BATESVILLE: S&P Removes B- Senior Bond Rating from CreditWatch
MARKLIN PROPERTIES: Section 341(a) Meeting Slated for July 22
MIRANT CORP: Wants Court to Authorize Morgan Stanley Settlement
MORGAN STANLEY: Fitch Assigns Default Rating to Class N Notes

NATIONAL CENTURY: Sues Biomar Tech to Recover Preference Payment
NATIONSLINK FUNDING: Fitch Upgrades $10.2M Class G Rating to BB+
NORTEL NETWORKS: Provides Status Update on Financial Statements
P-COM: Restructures Italian Operations to Improve Liquidity
PACIFIC COAST: S&P Downgrades Classes C-1 & C-2 Ratings to B

PACIFIC GAS: Proposes Enhanced Economic Development Incentive Rate
PEGASUS SATELLITE: NRTC Says Lawsuit Is Completely Without Merit
PEGASUS SATELLITE: Court Grants Interim Nod on Cash Collateral Use
PENTHOUSE INTERNATIONAL: Updates Shareholders on iBill Development
PILLOWTEX: Court Agrees To Extend Settlement To More Providers

PREMCOR INC: Files Resale Registration Statement with SEC
QUANTUM ENTERPRISES: Case Summary & Largest Unsecured Creditors
QWEST COMMS: Inks Exclusive 3-Year Service Pact with Florida
RCN CORPORATION: Asks Court To Approve Exit Financing Commitments
ROUTE 88 OFFICE: Case Summary & 14 Largest Unsecured Creditors

RUSSEL METAL: Resumes Trading on Toronto Securities Exchange
SALTON: Enters Into Amended & Restated $275MM Credit Agreement
SHAVA INC: Roger E. Pawson Gains Control with 100% Equity Stake
SILICON GRAPHICS: Finalizes $57.5MM Alias Software Business Sale
SK GLOBAL: Asks to Extend Deadline To Remove Actions to Sept. 15

SLMSOFT INC: Toronto Stock Exchange Suspends Stock Trading
SOLUTIA: Inks Stipulation Allowing National Union To Advance Costs
SPIEGEL: Enters Into Amended Purchase Agreement With Newport News
SR TELECOM: Selected for Security Project in Morocco
STOLT-NIELSEN: Nominates Roelof Hendriks & James Hurlock to Board

TENET HEALTHCARE: S&P Rates $500M Senior Unsecured Notes at B-
TERREMARK WORLDWIDE: Auditors Remove Going Concern Opinion
TERREMARK WORLDWIDE: Completes Sale of $75 Mil. Convertible Notes
TIMKEN COMPANY: Begins Talks with Union Over Canton Plant Closures
TRICO MARINE: Will Not Make Senior Notes Interest Payment

UNITED AIRLINES: Committee Moves To Prosecute Antitrust Claim
VERESTAR INC: Court Fixes June 25 as Claims Bar Date
WALSH TRUCKING: Case Summary & 20 Largest Unsecured Creditors
WEIRTON STEEL: ISG Weirton CEO Names New Management Appointees
WESTERN RESOURCES: Fitch Withdraws BB- Preferred Securities Rating

WHITEWING ENVIRONMENTAL: Weiser LLP Resigns as Accountants
WMC FINANCE: Prices 11-3/4% Senior Notes Tender Offer
WORLDCOM INC: Agrees to Resolve Contract Disputes With Henkels
W.R. GRACE: Plans to Acquire Alltech International Holdings

* Alvarez & Marsal Adds 7 Directors to Business Consulting Group

                           *********

AAIPHARMA INC: Files Restated 2003 Report on Form 10-K with SEC
---------------------------------------------------------------
aaiPharma Inc. (NASDAQ: AAIIE) announced that it has filed its
annual report on Form 10-K for the year ended December 31, 2003
with the Securities & Exchange Commission reflecting restated
financial statements for 2002 and the three quarters of 2002 and
2003. The adjusted financial results for 2003 include $225 million
in net revenues and a net loss from operations of $21.3 million,
compared with 2003 net revenues of $282.7 million and income from
operations of $69.4 million, respectively, previously reported in
the Company's February 5, 2004 press release. Income from
operations was $48.6 million for 2002, compared with previously
reported 2002 income from operations of $55.4 million.

For 2003, the adjustments resulted in reductions in net revenues
and diluted earnings per share of $57.7 million and $2.35,
respectively, from amounts reported in the Company's February 5,
2004 press release. The Company reduced diluted earnings per share
for 2002 by $0.15.

"As serious and challenging as the restatement process has been,
we are committed to getting the Company refocused on the
businesses that have driven our success for nearly 24 years," said
Dr. Fred Sancilio, Executive Chairman and CEO of aaiPharma. "We
have extensively examined the issues that necessitated these
adjustments, and we have instituted significant measures to
prevent them from recurring."

Restated results for 2002 and revised results for 2003 reflect a
change in the Company's accounting for major product line
acquisitions. Previously, the Company had accounted for these
transactions as business combinations; it will now treat them as
asset acquisitions. Accordingly, no portion of the purchase price
is allocated to goodwill. The amount previously allocated to
goodwill is instead allocated to the other identifiable acquired
assets. As a result, the Company's direct costs are greater than
the amount previously reported by $6.8 million and $9.1 million,
respectively, for 2002 and 2003, due to the increase in
amortization expense resulting from a greater amount of purchase
price being allocated to assets with definite lives.

              Strengthened Financial Controls

In April 2004, in connection with their audit of the Company's
consolidated financial statements for the year ended December 31,
2003, the Company's independent auditors identified two "material
weaknesses" and a "reportable condition" relating to the Company's
internal controls.

Since the end of the 2003 fiscal year, the Company has taken the
following actions, among others, to address its internal control
deficiencies:

-- Reassigned all financial controllers from operating units into
   the Finance Department reporting to the Company's Controller
   and Chief Accounting Officer, who reports directly to the Chief
   Financial Officer,

   -- Commenced a Company-wide education effort regarding its Code
      of Conduct and contract-approval policies,

   -- Implemented a more vigorous contract-approval process,

   -- Implemented formal revenue recognition protocols and
      training programs; and

   -- Contracted with a third-party consulting group, FTI
      Consulting, to provide transitional management services in
      the area of operations and finance.

"The Company is fully committed to implementing the controls
identified by our independent auditors and the special committee
of the Board," said Dr. Sancilio. "The Company expects to complete
remediation of the material weaknesses and reportable condition
identified by the Company's independent auditors by the end of
this year."

               Liquidity Analysis and 2004 Outlook

"Subject to matters described in Tuesday's Form 10-K filing, we
believe that our cash flow from operations and borrowing capacity
under our new senior credit facilities will be adequate to meet
the Company's needs for working capital and anticipated capital
expenditures," said Dr. Sancilio. "We are also exploring the sale
of certain non-revenue generating assets to supplement our cash
flow and to help meet cash needs." Dr. Sancilio noted that sales
of assets above specific thresholds and retention of the proceeds
will require the consent of the Company's lenders under its senior
credit facilities.

Based on the matters discussed in the 2003 Form 10-K, the Company
anticipates that it will report a loss for each of the first two
quarters of 2004. These matters include, without limitation:

   -- the impact of 2003 sales and resulting inventory levels;

   -- recent approvals of generic versions of the Company's
      Brethine injectable product;

   -- amortization of product intangible assets acquired in    
      connection with the Company's acquisition of a line of pain
      management products in December 2003; and

   -- expenses for professional fees, which will be materially
      greater in 2004 than 2003.

                    Strategy Moving Forward

"The Board of Directors and the new management team have directed
the Company to return to its historic business roots," said Dr.
Sancilio. "Going forward, we envision aaiPharma as a science-
driven pharmaceutical Company focused on developing medicines that
minimize or eliminate pain in patients. The Company plans to
leverage its extensive pharmaceutical development experience, our
own intellectual properties and our relationships with other
pharmaceutical companies to grow our Company by developing our own
novel product portfolio and by acquiring existing products and
improving them."

Moving forward, the Company plans to focus on commercializing its
own pharmaceutical products in three ways:

   -- First, the Company is building a hospital-based sales force
      focused on pain products. The Company does not anticipate
      utilizing contract sales organizations. Our sales
      representatives will be focused on the needs of physicians
      who treat acute and chronic pain using a consultative sales
      approach.

   -- Second, the Company will seek pharmaceutical partners to
      sell some of our products to the wider markets including
      family practice physicians. The Company currently has
      several approved products and several pipeline products that
      will benefit from this co-marketing and/or co-promotion
      approach. Conversely, the Company will seek agreements with
      pharmaceutical companies to market their products into the
      hospital market utilizing the Company's own specialty sales
      force.

   -- Third, the Company intends to pursue the licensing of some
      of its products to other parties in exchange for fees and
      royalties and in some cases in exchange for product rights
      to their products. International license agreements for
      existing and pipeline products are anticipated along with
      domestic licenses for products outside of our therapeutic
      focus.

                  10-Q Filings and Conference Call

The Company anticipates filing its restated reports on Form 10-Q
for the first three quarters of 2003 and the 10-Q for the first
quarter of 2004 by the end of this month. That filing will be
followed the next day with a conference call during which the
Company will discuss its Form 10-K and Form 10-Q filings and
address questions from analysts and investors.

                     About aaiPharma Inc.

aaiPharma Inc. is a science-based pharmaceutical Company focused
on pain management, with corporate headquarters in Wilmington,
North Carolina. With more than 24 years of drug development
expertise, the Company is focused on developing, acquiring, and
marketing branded medicines in its targeted therapeutic areas.
aaiPharma's development efforts are focused on developing improved
medicines from established molecules through its significant
research and development capabilities.

As reported in the Troubled Company Reporter's April 29, 2004
edition, Standard & Poor's Ratings Services affirmed its 'CCC'
corporate credit and 'CC' subordinated debt ratings on aaiPharma
Inc. At the same time, Standard & Poor's removed the ratings on
the Wilmington, North Carolina-based specialty pharmaceutical
company from CreditWatch.

The outlook on aaiPharma is negative.

"The low speculative-grade ratings reflect the company's improved
but still limited liquidity given the lack of visibility of
aaiPharma's profitability and cash flow generation," said Standard
& Poor's credit analyst Arthur Wong.

For more information on the Company, including its product
development organization AAI Development Services, visit
aaiPharma's website at http://www.aaipharma.com/


ADELPHIA: Devon Liquidating Trustee Issues First Quarter Report
---------------------------------------------------------------
Gerard A. Shapiro of Buccino & Associates, Inc., the Liquidating
Trustee of Devon Mobile Communications, LP, provides the U.S.
Bankruptcy Court for the District of Delaware with financial
information on events for the period from December 30, 2003 to
March 26, 2004.

         Status of the Closing of Pending Sale Agreements

A. Buffalo Lake Erie Wireless Systems, Co., LLC (BLEW)

   The BLEW transaction closed on December 24, 2003 and was
   previously reported.  In connection with the closing, a
   $50,000 escrow was established to assess potential damages at
   the various sites.  It is likely that BLEW will be entitled to
   a substantial portion of the escrowed funds.  The Devon
   Trustee is in discussions with insurers regarding the two
   sites where damages and losses were confirmed.

B. Virginia and Maine Licenses

   The Federal Communications Commission approved the transfer of
   Devon's remaining Virginia license to Virginia Cellular, LLC.
   The Devon Trustee is awaiting approval on the transfer of the
   five remaining Maine licenses to Gary Curry.

C. Equipment

   On January 29, 2004 and February 6, 2004, the Devon Trustee,
   sold the remaining network equipment, which was held in a
   warehouse in Orchard Park, New York.  Net proceeds from the
   sales were $20,400 -- net of a 15% commission paid to an
   independent broker.  The proceeds were in the range of a prior
   appraisal and were consistent with market conditions.

   The Devon Trustee still owns two undelivered Cellular Towers
   and is currently marketing them for sale.

               Distributions Pursuant to the Plan

The Devon Trustee paid administrative expense claims aggregating
$5,767,980.  Administrative Expense Claims paid to date total
$7,441,874.  Additional Administrative Expense Claims, if
allowed, are not expected to exceed $200,000.

On January 28, 2004, the Devon Trustee paid the $80,702 GD
Secured Claim.

                 Amounts Received and Collected

The Devon Trustee received $196,073, which consisted of:

   * $116,205 of escrowed funds previously held by the Devon
     Debtors' counsel for payment of professional fees incurred
     prior to Plan Confirmation.  There are no amounts owing to
     professionals relating to pre-confirmation;

   * $44,500 remaining balance from the sale transaction with
     Verizon Wireless, which transaction closed on December 29,
     2003;

   * $20,400 relating to the sale of equipment;

   * $7,499 relating to refund of certain insurance premiums.
     The related policies were canceled if no longer required;

   * $7,106 of interest earned on cash on deposit;

   * $364 from various miscellaneous receipts.

                Fees and Expenses Paid or Incurred

The Devon Estate incurred $533,704 in total fees and expenses:

   * Fees and expenses paid to the Devon Trustee totaled
     $247,038 for work performed from December 14, 2003 to
     March 13, 2004;

   * Fees paid to professionals consisted of:

     (a) $197,917 paid to attorneys:

         -- $181,659 related to services and expenses for October
            to December 2003; and

         -- $16,529 related to services and expenses for January
            2004;

     (b) $27,245 to the Claims Agent for the period October to
         December 2003l; and

     (c) $27,812 disposition fee paid to the Investment Banker
         relating to the Verizon and BLEW transactions, which
         were completed in December 2003;

   * United States Trustee fees of $19,500 for the quarters ended
     September 30, 2003 and December 31, 2003;

   * An insurance premium of $4,100 was paid to extend commercial
     liability coverage.  About $3,100 was subsequently refunded
     and is included in the refund of insurance premiums;

   * Outside labor and related expenses of $3,100 for services
     from December 15, 2003 to February 1, 2004;

   * Landlord cure payments relating to the Verizon
     transaction of $1,997;

   * Rent for warehouse and office copier $1,389;

   * Utility payments totaling $3,062 relating to remaining
     electric charges on numerous cell sites; and

   * Miscellaneous office expenses -- phone, shipping, bank
     fees, etc. -- totaling $543.

               Liquidating Funding Amount Balances

As of the close of business on March 26, 2004, the Devon Trustee
held funds totaling $4,423,232 in three accounts at a major
commercial bank:

   Account                                          Balance
   -------                                          -------
   Money market account                          $4,277,845
   Checking account used for disbursements          118,477
   Account for distributions of Allowed Claims       26,910

(Adelphia Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADVANCED MEDICAL: Provides Preliminary 2005 Earnings Guidance
-------------------------------------------------------------
Advanced Medical Optics, Inc. (AMO) (NYSE:AVO), a global leader in
ophthalmic surgical devices and eye care products, announced a
preliminary 2005 guidance range reflecting the combined operations
of AMO and its pending acquisition of the ophthalmic surgical
business of Pfizer Inc.

The company expects the combined 2005 revenue from its existing
business and the acquired Pfizer ophthalmic surgical business to
be between $800 million and $830 million. AMO expects combined pro
forma diluted earnings per share for 2005 to be between $1.50 and
$1.70. These estimates assume the successful completion of the
acquisition in 2004, and the implementation of a successful global
integration process, the transition of customers and maintaining
market shares of the combined product lines.

"We are giving an estimated range of 2005 guidance in order to
provide better visibility into the future operations of the
combined businesses post-acquisition," said Richard A. Meier,
executive vice president of operations and finance and chief
financial officer. "We intend to provide updated guidance for the
second half of 2004 and for 2006 when we report second-quarter
2004 financial results in late July."

The company previously announced that it expected 2004 revenue and
pro forma diluted earnings per share, excluding the benefits of
the transaction, to be between $635 million and $645 million and
$1.02 and $1.04, respectively. The company will report second-
quarter 2004 financial results, review guidance and host a
conference call with investors and analysts on Wednesday, July 28.
The conference call will be available via a live Webcast on July
28, 2004 at 10:00 a.m. EDT. To participate in the live Webcast or
to access the archived replay, visit AMO's Investors/Media site at
http://www.amo-inc.com/

AMO announced on April 21, 2004, its agreement to acquire Pfizer's
ophthalmic surgical business in a $450 million all-cash
transaction. AMO will acquire the Healon line of viscoelastic
products used in ocular surgery, CeeOn and Tecnis intraocular
lenses (IOLs) used in cataract surgery and the Baerveldt glaucoma
shunt. These assets generated aggregate annual sales of
approximately $150 million in 2003. AMO will also acquire related
manufacturing and research and development facilities in
Groningen, Netherlands; Uppsala, Sweden; and Bangalore, India. The
company expects to close the transaction in early summer. The
acquisition is subject to certain closing conditions.

                About Advanced Medical Optics

Advanced Medical Optics, Inc. (AMO) is a global leader in the
development, manufacturing and marketing of ophthalmic surgical
and eye care products. The company focuses on developing a broad
suite of innovative technologies and devices to address a wide
range of eye disorders. Products in the ophthalmic surgical line
include foldable intraocular lenses, phacoemulsification systems,
viscoelastics and related products used in cataract surgery, and
microkeratomes used in LASIK procedures for refractive error
correction. AMO owns or has the rights to such ophthalmic surgical
product brands as Phacoflex, Clariflex, Array and Sensar foldable
intraocular lenses, the Sovereign and Sovereign Compact
phacoemulsification systems with WhiteStar(TM) technology and the
Amadeus(TM) microkeratome. Products in the contact lens care line
include disinfecting solutions, daily cleaners, enzymatic cleaners
and lens rewetting drops. Among the contact lens care product
brands the company possesses are COMPLETE Moisture PLUS(TM),
COMPLETE Blink-N-Clean, ConseptF, Consept 1 Step, Oxysept 1 Step,
UltraCare, Ultrazyme, Total Care and blink(TM) branded products.
Amadeus is a licensed product of, and a trademark of, SIS, Ltd.
AMO is based in Santa Ana, California, and employs approximately
2,300 worldwide. The company has operations in about 20 countries
and markets products in approximately 60 countries. For more
information, visit http://www.amo-inc.com/

                            *   *   *

As reported in the Troubled Company Reporter's June 16, 2004
edition, 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.

The outlook is stable.


AIR CANADA: Wants Approval of Amended Aeroplan Participation Pact
-----------------------------------------------------------------
Air Canada asks the CCAA Court to approve an amended and
restated Commercial Participation and Services Agreement dated
June 9, 2004 between Air Canada and Aeroplan Limited Partnership.
The Agreement permits Air Canada to outsource the management and
further development of its loyalty program to Aeroplan.

Air Canada has transferred certain assets relating to its
customer loyalty recognition business to Aeroplan, including the
assets related to the Aeroplan program, a customer loyalty
recognition program operated by Aeroplan whereby members can
receive specified travel rewards or other benefits.  Air Canada
is also in the process of assigning its new co-branded card
agreement with Canadian Imperial Bank of Commerce to Aeroplan.

Pat Iaconi, Air Canada Senior Director and Branch Financial
Officer, Corporate Development and Strategy, explains that the
Commercial Participation and Services Agreement will govern the:

    -- management of the Air Canada Tier Program;

    -- development and management of the Air Canada Tier
       Program; and

    -- provision of loyalty management services to Air Canada.

Under the Air Canada Tier Program, Air Canada customers are
assigned a tier status and access to related benefits based on
flight activity.

The relationship with Aeroplan will provide Air Canada with sales
for a significant portion of its inventory of seats, Mr. Iaconi
says.

Under the Commercial Participation and Services Agreement,
Aeroplan will perform management services relating to the Tier
Program, operate the Aeroplan Program, and provide marketing and
promotion services relating to the Aeroplan Program.

(A) Tier Management

     Aeroplan will:

      (1) perform the annual tier re-nomination process for the
          Tier Program and all related direct communications to
          Tier Program members under the direction of Air Canada;

      (2) develop and propose alternative models and benefit
          schemes relating to the Tier Program given Air Canada's
          goals and objectives;

      (3) develop systems to manage and support promotions;

      (4) perform customer service training with respect to
          promotions;

      (5) coordinate and perform all Air Canada promotions and
          mailings which require access to the Aeroplan database
          or Aeroplan datamart;

      (6) coordinate all Air Canada non-Aeroplan promotions using
          the Aeroplan database;

      (7) create and propose targeted programs and promotions
          based on Air Canada's strategic objectives;

      (8) propose modifications to the benefits related to Air
          Canada's Tier Program with a view to decreasing costs,
          increasing efficiencies, and increasing satisfaction of
          tier members;

      (9) perform other services as the parties mutually determine
          from time to time;

     (10) deliver and administer benefits under Air Canada's Tier
          Program; and

     (11) provide call center services for members of the Tier
          Program.

(B) Marketing and Promotion

     Aeroplan will:

      (1) develop systems to manage and support promotions;

      (2) perform customer service training with respect to
          promotions;

      (3) coordinate and perform all Air Canada promotions and
          mailings which require access to the Aeroplan database
          or Aeroplan datamart;

      (4) coordinate all Air Canada non-Aeroplan promotions using
          the Aeroplan database;

      (5) coordinate and perform all on going communications to
          Members relating to Air Canada's participation in the
          Aeroplan Program;

      (6) provide recommendations for enhancements to the Aeroplan
          Program with a view to increasing Air Canada's revenues
          or decreasing Air Canada's costs;

      (7) create and propose targeted programs and promotions
          based on Air Canada's strategic objectives;

      (8) manage the STAR Alliance "Rewards and Recognition"
          function on Air Canada's behalf;

      (9) perform other services as the parties mutually determine
          from time to time; and

     (10) deliver and administer benefits under Air Canada's Tier
          Program.

(C) Communications Support

     Aeroplan will provide Air Canada with:

      (1) A listing in the Aeroplan member guide, as amended and
          published from time to time, which contains the rules
          and regulations of the Aeroplan program.  The listing
          will include for each Approved Brand:

          * name of Approved Brand,
          * general reservations numbers,
          * Web site address,
          * mileage accumulation details,
          * mileage redemption details, and
          * Tier Program details;

      (2) A listing in the Aeroplan mini guide, as amended and
          published from time to time, which contains an abridged
          version of the Aeroplan member guide, and is distributed
          to all new member enrollees.  The listing will include
          for each of Air Canada's Approved Brands:

          * name of Approved Brand, and
          * either a general reservations number or a Web site
            address; and

      (3) A listing on the Aeroplan Web site, which listing will
          include for each of Air Canada's Approved Brands:

          * name of Approved Brand,
          * general reservations numbers,
          * Web site address,
          * mileage accumulation details,
          * if applicable, mileage redemption details, and
          * a link between the Air Canada Web site and the
            Aeroplan home page.

     "Approved Brand" will mean "Air Canada" and any other brand
     under which any Air Canada flights operate, which is approved
     in advance by Aeroplan and which Air Canada has requested be
     separately identified in the Aeroplan Program.

     All promotional requests are subject to space availability
     and will require Aeroplan's approval.  Air Canada
     acknowledges and agrees that those opportunities are subject
     to space constraints.  Air Canada will use all specifications
     supplied by Aeroplan.

     Air Canada will submit to Aeroplan in writing, all requests
     for participation in the Program newsletters, statement
     mailings, or other Program communication vehicles, not later
     than the deadlines stipulated by Aeroplan or its agents.

     Any communications that incorporate the brands of both Air
     Canada and Aeroplan will require joint creative and copy
     approval.  For communications which only incorporate the Air
     Canada brand or the Approved Brands, Air Canada must submit
     copy and creative to Aeroplan for approval of all references
     to Aeroplan.

     Final editorial content of the Program newsletters, statement
     mailings, or other Program communication vehicles will be
     Aeroplan's sole responsibility, provided any reference to Air
     Canada, its participation in the Program, or the use of its
     trademarks will be subject to the prior written approval of
     Air Canada.

(D) Call Center Service Levels

     (1) Training

         -- Aeroplan will determine and be responsible for the
            design and development of Call Center Training.  In
            addition, Aeroplan will be responsible for keeping
            training material up to date based on the information
            provided by Aeroplan Marketing and Air Canada;

     (2) Operating Hours

         -- Per the Aeroplan Member Guide, Aeroplan will provide
            Call Center Customer Service between 1 a.m. and
            11 p.m. local time within North America, as amended
            from time to time by Aeroplan; and

         -- Aeroplan will provide Call Center Service to Super
            Elite members 24 hours per day, 7 days a week;

     (3) Call Center Service Levels

         -- Super Elite members will receive an average speed of
            answer of 10 seconds and a telephone service factor
            of 80% of calls in less than 10 seconds;

         -- Elite members will receive an ASA of 20 seconds and a
            TSF of 80% of calls in less than 20 seconds; and

         -- Prestige members will receive an ASA of 60 seconds
            and a TSF of 80% of calls in less than 60 seconds.

         These service levels will be subject to review on a
         regular basis;

     (4) Telecommunications Capability

         -- Interactive Management System (IMS): Aeroplan will
            have telecommunication capabilities to handle Aeroplan
            Tier Calls on a priority basis across the three
            Aeroplan Call Centers; and

         -- Integrated Voice Response Unit (IVR): Aeroplan will
            have phone switch capability to construct multi-level,
            detailed routing tree with multiple customer entry
            options;

     (5) Credit turnaround time

         -- Aeroplan will provide a 14-day turn around for
            retroactive credits; and

     (6) Customer complaint resolution

         -- Aeroplan will provide a reply to the customer
            complaint within 30 days of receipt

     Air Canada acknowledges that the Call Center Services are
     provided by Air Canada employees and the service levels
     provided for are dependent on the collective agreement which
     Air Canada negotiates with its employees.  Accordingly, in
     the event Aeroplan is unable to meet the service levels
     provided for by reason of any matter within Air Canada's
     control, including any changes to the collective agreement
     with the applicable employees or changes to the work rules,
     Aeroplan will be absolved of its obligations to meet the
     service levels, and the parties will negotiate new service
     levels.

                   Pricing Info Filed Under Seal

The Commercial Participation and Services Agreement contains
extremely sensitive pricing information, which Air Canada and
Aeroplan consider to be confidential and would cause sever
prejudice if made public, including:

    (a) The amount Air Canada will pay to Aeroplan for each
        Aeroplan Mile awarded through travel on an Air Canada
        Flight, or through the purchase of Air Canada, or
        affiliated, products and services;

    (b) The amount Aeroplan will pay Air Canada for each Aeroplan
        Mile redeemed for Air Canada flights, products and
        services;

    (c) The amount Air Canada will pay Aeroplan for the management
        services related to the Tier Program or any other
        marketing services performed for Air Canada;

    (d) The amount Air Canada will pay Aeroplan for advertising
        space;

    (e) The amount Aeroplan will pay Air Canada for certain Air
        Canada products made available to Aeroplan members; and

    (f) The amount Aeroplan will pay Air Canada for access to
        certain communication services or media.

The Applicants propose to seal the confidential pricing
information.

Mr. Iaconi points out that a third party -- like any party
purchasing bulk seat inventory from Air Canada or a potential
Aeroplan partner -- armed with the pricing information would
enjoy an unfair advantage in any future negotiations with Air
Canada or Aeroplan, which could cause irreparable harm to Air
Canada's future success.

The Applicants have placed a protocol to allow interested
parties to review the pricing information and, accordingly,
evaluate the economic terms of the Commercial Participation and
Services Agreement.  Interested parties may contact Greg Cote of
Ernst & Young, Inc., the Court-appointed Monitor, and execute a
confidentiality agreement.  Parties refused access to the pricing
information may ask the CCAA Court to intervene.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Chairman Robert Brown Appointed CAE President & CEO
---------------------------------------------------------------
Air Canada congratulates Robert E. Brown, Chairman of the Board of
Air Canada, on his appointment as President and CEO of CAE.

Mr. Brown will continue in his role as Chairman of the Board
of Air Canada, a position he has held since May 2003.

"On behalf of Air Canada and our Board I congratulate Bob on his
appointment as President and CEO of CAE and wish him well in his
new endeavors," said Robert Milton, President and CEO of Air
Canada. "Bob's contribution as Chairman of the Board of Air Canada
over the past year has been invaluable to us and we look forward
to his ongoing support as we work to complete our restructuring
and emerge from CCAA protection. With his appointment at the helm,
CAE will benefit from the extensive experience of one of the
leaders of the Canadian aerospace industry."

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


ALLMERICA FINANCIAL: S&P Raises Synthetic Transaction Ratings to B
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
synthetic transactions related to Allmerica Financial Corp.

The raised ratings follow the June 8, 2004 upgrade of Allmerica
Financial Corp.'s preferred stock.

The ratings on both of the swap-independent synthetic transactions
are weak-linked to the underlying collateral, preferred shares
issued by AFC Capital Trust I. The raised ratings reflect the
current credit quality of the underlying securities.

A copy of the Allmerica Financial Corp.-related summary analysis,
"Summary: Hanover Insurance Co.," dated June 8, 2004, is available
on RatingsDirect, Standard & Poor's web-based credit analysis
system.
   
                         Ratings Raised
                  PreferredPLUS Trust Series ALL-1
             $48 million trust certificates series ALL-1
   
                           Rating
                    Class   To           From
                    A       B            B-
                    B       B            B-
   
                  CorTS Trust For AFC Capital Trust I
          $36 million Allmerica corporate-backed trust securities
                     certificates series 2001-19
   
                           Rating
                    Class   To           From
                    A       B            B-


AMERICAN SEAFOODS: Extends 10-1/8% Senior Debt Offer to July 6
--------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced that, as part of their previously announced tender offer
and consent solicitation for their outstanding 10-1/8% Senior
Subordinated Notes due 2010, they are extending the tender offer
expiration date. The tender offer, which had been set to expire at
5:00 p.m., New York City time, on June 14, 2004, will be extended
to 5:00 p.m., New York City time, on Tuesday, July 6, 2004, unless
extended by American Seafoods.

The closing of the initial public offering and the other financing
transactions contemplated by the registration statement on Form
S-1 (Registration No. 333-105499) is a condition precedent to the
consummation of the tender offer. On May 26, 2004 American
Seafoods filed Amendment No. 6 to its registration statement on
Form S-1 with the Securities and Exchange Commission.

The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003. Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date. Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170.00 per $1,000 principal amount of Notes, but not the
consent payment. As of the close of business on September 26,
2003, which was the consent expiration date and the last day on
which validly tendered Notes could have been withdrawn, American
Seafoods had received the requisite consents to the proposed
amendments to the Indenture governing the Notes. Consequently, the
proposed amendments were incorporated in the Third Supplemental
Indenture, which was executed and delivered on September 26, 2003,
by and among American Seafoods Group LLC, American Seafoods
Finance, Inc., the guarantors listed on Schedule A thereto and
Wells Fargo Bank Minnesota, National Association, as trustee. The
proposed amendments to the Indenture, which will not become
operative unless and until the Notes are accepted for purchase by
American Seafoods, will eliminate substantially all of the
restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in such
indenture.

As of June 14, 2004, all of our existing senior subordinated notes
had been validly and irrevocably tendered.

Consummation of the offer is subject to certain conditions,
including consummation of certain financing transactions
contemplated by the registration statement on Form S-1 filed with
the Securities and Exchange Commission by American Seafoods
Corporation. Subject to applicable law, American Seafoods Group
LLC and American Seafoods Finance, Inc. may, in their sole
discretion, waive or amend any condition to the offer or
solicitation, or extend, terminate or otherwise amend the offer or
solicitation.

Credit Suisse First Boston, or CSFB, is the dealer manager for the
offer and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank
Minnesota, National Association is the depositary in connection
with the offer and solicitation. The offer and solicitation are
being made pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated September 15, 2003, and the related
Consent and Letter of Transmittal, each as modified by American
Seafoods' press release, dated September 24, 2003, which
collectively set forth the complete terms of the offer and
solicitation. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc. at 212-929-5500. Additional information
concerning the terms of the offer and the solicitation may be
obtained by contacting CSFB at 1-800-820-1653. Copies of the
registration statement may be obtained from the Securities and
Exchange Commission's Internet site. The site's Internet address
is http://www.sec.gov/

American Seafoods, headquartered in Seattle, Washington, is the
largest harvester and at-sea processor of pollock and hake and the
largest processor of catfish in the United States.


AMES TRUE TEMPER: S&P Assigns B Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Ames True Temper Inc., a manufacturer of non-
powered lawn and gardening tools.

At the same time, Standard & Poor's assigned its 'CCC+' rating to
Ames True Temper's proposed $150 million senior subordinated notes
due 2012, offered under Rule 144A with registration rights.
Standard & Poor's also assigned a 'B' rating and a recovery rating
of '3' to the company's proposed $215 million senior secured
credit facilities.

Net proceeds from the bank loan and subordinated debt offering,
together with about $109 million of equity, will be used to
finance Castle Harlan Inc.'s purchase of the controlling interest
in Ames True Temper. The proceeds will also be used to prefund
about $17 million of future average working capital needs.

The 'B' bank loan rating is the same as the corporate credit
rating; this and the '3' recovery rating indicate that the secured
lenders can expect meaningful (50%-80%) recovery of principal in
the event of default. The subordinated debt and bank loan ratings
are based on preliminary documentation.

The outlook is stable.

Pro forma for the transaction, Ames True Temper would have had
approximately $345 million of debt outstanding as of March 27,
2004.

"The ratings on Ames True Temper reflect its high debt leverage,
competitive industry dynamics, seasonal business characteristics,
limited geographic diversification, and product and customer
concentration," said Standard & Poor's credit analyst Jean C.
Stout. "Somewhat mitigating these factors are the favorable growth
prospects for the consumer lawn and garden industry as well as the
company's good market positions."

Camp Hill, Pennsylvania-based Ames True Temper is a leading
manufacturer and marketer of a wide assortment of non-powered lawn
and garden tools and accessories. The company provides products
under several brand names, including Ames, True Temper, Ames True
Temper, and Stanley, as well as a family of sub-brands and
contractor-oriented brands such as Jackson, Kodiak, and Pony. This
portfolio allows Ames True Temper to provide a multifaceted
branding product strategy for its largest customers, who desire
differentiated product. The portfolio has also contributed to Ames
True Temper's leading market positions within certain product
lines.

Nevertheless, the industry is competitive, and competition is
fragmented, which limits pricing flexibility. In addition, Ames
True Temper's business is highly seasonal, with about 63% of sales
and more than 70% of cash flows occurring in the first half of the
calendar year. Moreover, sales can also be hurt by unfavorable
weather conditions. International sales add some diversity.
However, product concentration is a concern, with three categories
comprising more than 70% of sales. Furthermore, customer
concentration is significant, with two of the company's largest
customers representing about 55% of sales in fiscal 2003. The loss
of any of these customers would have a material impact on Ames
True Temper's financial results.


ANSCHUTZ SOUTHERN: S&P Rates $125MM Senior Secured Notes at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Anschutz Southern California Sports Complex LLC's $125 million
senior secured notes due 2014. The outlook is stable.

ASC is the owner of the Home Depot Center, a multipurpose sports
complex located in Carson, California, and is a direct wholly
owned subsidiary of HDC Holdco LLC. The notes are guaranteed by
HDC Holdco and an affiliate, Arena Holdco, an indirect owner of
90% of the Staples Center, a multipurpose indoor arena located in
Los Angeles. Cash flow to Arena Holdco consists of residual
distributions from the Staples Center after first servicing $315
million notes at the Staples Center. Both guarantors are indirect
wholly owned subsidiaries of Anschutz Entertainment Group.

The Staples Center has a diverse mix of entertainment programming
led by five professional sports franchises, with no team
generating more than 13% of revenues. There are few, if any,
comparable competing facilities in the Los Angeles region. The
facility has averaged just over 200 events annually since opening
in 1999. Two of the tenants, the Lakers, a National Basketball
Association franchise, and the Kings, a National Hockey League
franchise, have strong and stable supporters. The other franchises
include the NBA's Clippers, the Women's National Basketball
Association's Sparks, and the Arena Football League's Avengers.
The NHL and NBA collective bargaining agreements expire in
September 2004 and June 2006, respectively, and future work
stoppages in the NHL and/or NBA have the potential to reduce
distributions from the Staples Center. However, cash flows are
resilient even under extreme work-stoppage sensitivities.  
Currently, the revenue at the Staples Center is about 50%
contractually obligated with little turnstile risk, but there is
renewal risk as contracts expire during the 2008-2012 period.

The Home Depot Center includes a 27,000-seat outdoor soccer
facility, as well as facilities for tennis, track and field,
cycling, and other sports. It has been open since June 2003 and is
home to the Major League Soccer team LA Galaxy. Additionally, the
recently approved expansion MLS team, Chivas USA, will begin
playing at the facility in 2005. While the Galaxy has one of the
highest average attendances in the league, the long-term impact of
Chivas is unclear.

The stable outlook reflects the contractual nature of the cash
flows, which is partially due to the strong demand for the
facilities. The rating could be negatively affected by unexpected
deviation of business performance or if Standard & Poor's becomes
aware of any financial stress at AEG.


ARTESIA MORTGAGE: Fitch Cuts $8.4M 1998-C1 Class F Rating to BB+
----------------------------------------------------------------
Fitch Ratings upgrades Artesia Mortgage CMBS, Inc.'s commercial
mortgage pass-through certificates, series 1998-C1, as follows:

     --$11.2 million class C certificates to 'AAA' from 'AA';
     --$9.8 million class D certificates to 'A+' from 'A';
     --$3.3 million class E certificates to 'BBB+' from 'BBB';
     --$8.4 million class F certificates to 'BB+' from 'BB'.

The following classes are affirmed:

     --$21.2 million class A-1 at 'AAA';
     --$69.5 million class A-2 at 'AAA';
     --Interest-only class X at 'AAA';
     --$9.4 million class B at 'AAA';
     --$5.6 million class G at 'B'.

Fitch does not rate the $8.4 million class NR.

The rating upgrades reflect increased subordination levels from
loan payoff and amortization. As of the May 2004 distribution
date, the pool's aggregate certificate balance was reduced by
27.8% to $135 million from $187 million at issuance. To date, the
trust has realized $2.65 million in losses.

The pool is comprised of 185 small balance loans with an average
loan size of $730,000. As a small loan transaction, the pool is
diversified by loan size with the largest loan and the largest
five loans representing 1.49% and 6.64% respectively. The pool
also remains diverse by property type, with California (25.21%),
Texas (14.3%) and Arizona (10.15%).

There are two loans, representing 1.9% of the pool, in special
servicing. The largest specially serviced loan (1.25%) is secured
by a 61,000 square foot industrial property located in Columbus,
OH. The loan transferred to the special servicer in August 2002
due to imminent default, has been foreclosed, and is now Real
Estate Owned. The special servicer is planning to lease up the
property before it is marketed for sale. Some losses are possible
upon disposition of this asset.


ATS LIQUIDATING: Makes 2004 Cash Distribution of $.03 Per Share
---------------------------------------------------------------
June 15, 2004 / Business Wire

The ATS Liquidating Trust (ATISZ.PK) announced a distribution of
three cents ($.03) per share to Trust beneficiaries that held ATS
stock as of March 31, 2003, the Effective Date of ATS' Liquidating
Plan of Reorganization. The distribution was made on June 15,
2004.

Under a provision of the Plan as approved by the Court, the Trust
is not required to make a current distribution to former
shareholders where the amount of that individual distribution is
less than $200, unless the distribution is a final distribution of
the Liquidating Trust. For those beneficiaries whose distribution
is less than $200, accounts will be set up in their names and they
will be paid at a subsequent distribution when their individual
account is in excess of $200 or at the time of the final
distribution.

The Trust has wired money to its transfer agent, Mellon Investor
Services, LLC, for distribution. It will then take Mellon several
business days to print checks and prepare for their distribution
by U.S. mail. Mellon will then forward the distribution to Trust
beneficiaries who were Advanced Tissue Sciences, Inc. stockholders
of record as of the close of business on March 31, 2003. Those
former stockholders should not expect to receive their
distribution for at least five to ten business days.

Brokerage firms will receive lump-sum checks covering all the
former shares held by their clients. Former stockholders whose
shares were held in a brokerage account will receive any
distribution from their broker and they should contact their
broker to be sure any distributions are forwarded to them or
credited to their accounts.

Subsequent distributions will depend on the timing of additional
asset sales, the proceeds of any such asset sales, the amount and
timing of the receipt of royalties, milestone payments and any
other cash that becomes available to the Trust. The Trustee cannot
predict when further distributions will occur. However, subsequent
distributions are expected to be made at least annually until
there is a final liquidating distribution.

                         *   *   *

As a result of the Chapter 11 Plan of Reorganization, which was
confirmed by the Bankruptcy Court by a final order dated March 21,
2003 and which became effective on March 31, 2003, the stock of
ATS was cancelled and its former stockholders now hold non-trading
interests in the ATS Liquidating Trust. According to the terms of
the Plan, the Interests in the ATS Liquidating Trust are not to
trade and the Liquidating Trustee will only recognize as
beneficiaries of the Trust those equity holders of record as of
the effective date of the Plan. Any trading that may be occurring
after the effective date of the Plan under the symbol "atisz.pk"
or otherwise is unauthorized by the Plan and will not be
recognized by the Trustee. As a result of the terms of the Plan
and the order of the Bankruptcy Court confirming the Plan, the
Securities and Exchange Act of 1934 as amended and the rules
promulgated thereunder no longer apply to the Company since it has
no issued stock, no shareholders, and is no longer in business.


BGF INDUSTRIES: S&P Upgrades Corporate Credit Rating To CCC+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on BGF Industries Inc. to 'CCC+' from 'CCC'. The
subordinated debt rating was raised to 'CCC-' from 'CC'. The
outlook is positive.

"The upgrade reflects BGF's improved credit protection measures
and liquidity as a result of gradually improving conditions in the
printed circuit board industry, historically the company's largest
end market, and the overall economy, as well as restructuring
activities that have led to an improved cost structure," said
Standard & Poor's credit analyst Dominick D'Ascoli. In addition, a
major supplier and affiliate, AGY Holding Corp. (formerly Advanced
Glassfiber Yarns LLC), recently emerged from bankruptcy.

Nevertheless, the ratings continue to reflect Greensboro, North
Carolina-based BGF's high debt leverage, narrow product portfolio,
and volatile markets. The glass fiber fabrics producer has
experienced an extended period of poor demand in electronics and
aerospace end markets, as well as softness in commercial
construction and composites. BGF is an indirect wholly owned
subsidiary of unrated French-based Porcher Industries Group.

The company's restructuring efforts, lower debt leverage, and
credit facility terms have fundamentally improved credit quality
and modestly improved its ability to withstand industry
volatility. Ratings could be raised slightly if recently improved
credit protection measures and liquidity levels prove to be
sustainable.

Although BGF has customers in various industries, the electronics
industry, comprising about 25% of 2003 sales, was a major negative
factor in the company's poor financial results during the past few
years. Weak electronics industry demand led to a decline in sales
of printed circuit boards, which are used in various electronic
and telecommunications devices.

Recently, demand for printed circuit boards has shown signs of
improvement. Although the industry is in the early stages of a
recovery and suppliers like BGF are still susceptible to rapidly
changing orders, Standard & Poor's expects that BGF's 2004 sales
volumes will increase meaningfully over 2003. Improving market
conditions, coupled with restructuring initiatives, have led to
higher capacity utilization and operating margins for BGF. The
company has downsized operations and reduced operating and capital
expenditures and focused on reducing scrap waste and improving
raw-material yields.

Operating margin before depreciation and amortization for the 12
months ended March 31, 2004, was more than 13%, compared with 2%
for the same period in 2003. Rising raw-material costs are a
potential threat to BGF's recently improved operating performance,
but the company has been successful in implementing cost increases
thus far in 2004.


BIOTRANSPLANT INC: Provides Update on Liquidation Proceedings
-------------------------------------------------------------
As previously reported, BioTransplant Incorporated and its
subsidiary, Eligix, Inc., filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code with the
United States Bankruptcy Court for the District of Massachusetts.
On November 24, 2003, the Company's Board of Directors approved
the liquidation of the Company's remaining assets. On January 12,
2004, the Company filed with the Bankruptcy Court a Chapter 11
liquidating plan.  On April 13, 2004, the Bankruptcy Court entered
an order confirming the Plan and appointed Keith Lowey as trustee.
The effective date of the Plan occurred on April 26, 2004.

The Plan is a liquidation plan and does not contemplate the
financial rehabilitation of the Debtors or the continuation of
their business.  As of April 26, 2004, there were approximately
25,640,944 shares of BioTransplant common stock issued and
outstanding.  Upon the Effective Date, all shares of common stock
and any outstanding options and warrants to purchase common stock
were cancelled.  BioTransplant intends to notify the Pink Sheets
LLC that it is defunct and that the stock transfer books are
closed as of the Effective Date, which would generally prohibit
any further transfers of its shares after the Effective Date.  The
holders of common stock will not receive any distributions under
the Plan.

Substantial assets of the debtors have been liquidated since the
commencement of the debtors' Chapter 11 cases, and the Plan
contemplates that the Plan Trustee will liquidate the remaining
assets (primarily intellectual property and certain equity
interests).  The Plan provides for the liquidation of remaining
assets to be complete and the Debtors' bankruptcy cases to be
closed within twelve months of the Effective Date.  On the
Effective Date, all funds held by the Debtors were transferred to
the Plan Trustee.

All funds transferred to the Plan Trustee on the Effective Date
and all funds generated from the liquidation of remaining assets
will be paid to creditors as set forth in the Plan.  On April 30,
2004, creditors of Eligix, Inc. were paid in full and creditors of
BioTransplant received a seventy (70) percent distribution.  
Creditors of BioTransplant are expected to receive an additional
distribution during the twelve months following the Effective
Date.


BROADBAND WIRELESS: Names Darwin Payton President & Ron Tripp CEO
-----------------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin Board:
BBAN) announced that Darwin Payton has joined the Company as its
President and Dr. Ron Tripp was appointed Chief Executive Officer
by the board of directors.

Dr. Tripp has served as a member of the Board of Directors since
his appointment by the Federal Court Receiver, Peter Bradford, in
December 2000. The Board of Directors elected him President in
August 2001 and he has held the position through the receivership,
the merger with Entertainment Direct TV, and the exit of the
Chapter 11 reorganization earlier this year.

"I am extremely proud to have served Broadband Wireless and it's
shareholders as President of this company over the past three
years. Watching BBAN transition from the receivership, to the
merger with EDTV, and the completion of the reorganization has
been an incredible experience. I am honored to have the Board of
Directors show the confidence in me to move to the next level and
serve Broadband as it's Chief Executive Officer. I am extremely
happy that Darwin Payton has agreed to join the Broadband team and
I look forward to working closely with him. Darwin brings new
ideas and expands the opportunities for the company to enhance
shareholder value. Keith McAllister (Co-Chairman), Michael
Williams (Chairman), and myself are excited about Darwin's insight
and what he will bring to BBAN."

Mr. Payton has been chief advisor and business associate of Earvin
"Magic" Johnson. Their relationship, which spanned more than 26
years, actually began at Michigan State University, where Mr.
Payton was the manager of their NCAA Championship team.

Darwin Payton came to Los Angeles at Magic's request to help
launch the West Coast operations for Magic Johnson Enterprises
(MJE), leaving the Michigan and Chicago operations of MJE that he
headed. His years with MJE were a golden era for Magic whose
businesses included banks, entertainment, restaurants, movie
theaters and sports. Mr. Payton was the catalyst and co- guiding
hand in many of Magic's ventures.

"Having Darwin Payton as our President will take BBAN to higher
levels of business through relationships that take a lifetime to
build. We are looking forward to a press conference, where many of
Mr. Payton's friends and contacts will demonstrate their support
for his new venture," stated Michael Williams, Chairman.

       About Broadband Wireless International Corporation

Broadband Wireless International Corporation is a diversified
holding company and is moving into a wide variety of investments
that are intended to generate positive cash flow for the
corporation, interest in additional companies and dividends for
the shareholders. The company currently holds interests in the
entertainment industry and Broadband/ISP services.

                      *   *   *

As reported in the Troubled Company Reporter's May 7,2004 edition,
Broadband Wireless International Corporation announced that the
corporation has emerged completely from its bankruptcy (it had
been operating under a confirmed plan since July 30, 2002) and is
now free to consider proposals from potential financiers as well
as substantial business opportunities. The corporation has been
under Chapter 11 in the United States Bankruptcy Court Western
District of Oklahoma since December of 2001.


CABLE & WIRELESS: Court Sets July 2 As Plan Voting Deadline
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order on May 12, 2004, approving Plan Solicitation Procedures in
Cable and Wireless USA, Inc.'s chapter 11 proceedings.  A copy of
the Solicitation Procedures Orders is available at
http://www.bsillc.com/

July 2, 2004, is the deadline for creditors to return their
ballots indicating whether they accept or reject the plan.  
Ballots must be returned to:

               Bankruptcy Services LLC
               757 Third Avenue, Third Floor
               New York, New York 10017
               Attn: Cable & Wireless Solicitations Agent

The Honorable Peter J. Walsh has also ordered that July 2, 2004,
is the deadline for filing and serving objections to confirmation
of the Plan.  Objections, if any, must be served on:

     Co-Counsel to the Debtors and Debtors in Possession
          Kirkland & Ellis LLP
          200 East Randolph Drive
          Chicago, IL 60601
          Attn: Jonathan P. Friedland, Esq.

     Co-Counsel to the Debtors and Debtors in Possession
          Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
          919 North Market Street, 16th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705
          (Courier 19801)
          Attn: Laura Davis Jones, Esq.

     Co-Counsel to the Debtors and Debtors in Possession
          Kirkland & Ellis LLP
          777 South Figueroa Street
          Los Angeles, CA 90017
          Attn: Bennett L. Spiegel, Esq.

     Co-Counsel to the Official Unsecured Creditors Committee
          Winston & Strawn, LLP
          200 Park Avenue
          New York, NY 10166-4193
          Attn: David Neier, Esq.

     Co-Counsel to the Official Unsecured Creditors Committee
          Young Conaway Stargatt & Taylor, LLP
          The Brandywine Building
          1000 West Street, 17th Floor
          P.O. Box 391
          Wilmington, DE 19899-0391
          Attn: Robert S. Brady, Esq.

     Co-Counsel to the Official Unsecured Creditors Committee
          Winston & Strawn, LLP
          333 South Grand Avenue
          Los Angeles, CA 90071
          Attn: Eric E. Sagerman, Esq.

     Counsel to Cable and Wireless plc
          Wachtell, Lipton, Rosen & Katz
          51 West 52nd Street
          New York, New York 10019
          Attn: Chetan Gulati, Esq.
          Douglas K. Mayer, Esq.
          Philip Mindlin, Esq.
          Eric Rosof, Esq.

     United States Trustee
          Office of U.S. Trustee
          J. Caleb Boggs Federal Building
          844 N. King Street, Suite 2207
          Lock Box 35
          Wilmington, DE 19801
          Attn: Richard Shepacarter, Esq.

Cable & Wireless USA Inc. is a provider of Internet access
services, Internet backbone services, domain name registration
services, web page design services, Internet hosting services, and
telecommunications-related services.  The Company filed for
chapter 11 protection (Bankr. Del. Case No. 03-13711) on
December 8, 2003.  


CADMUS COMMUNICATIONS: Completes 9-3/4 Senior Debt Refinancing
--------------------------------------------------------------
Cadmus Communications Corporation (Nasdaq: CDMS) announced the
completion of its tender offer and consent solicitation for
$125,000,000 aggregate principal amount of its 9 3/4% Senior
Subordinated Notes due 2009, in which 100% of the Notes were
tendered and accepted for purchase.  The Company repurchased the 9
3/4% Notes with the proceeds from the issuance in a private
placement that also closed Tuesday of $125,000,000 aggregate
principal amount of 8 3/8% Senior Subordinated Notes due 2014, as
well as with borrowings under its senior bank credit facility.

Bruce V. Thomas, president and chief executive officer, remarked,
"A critical objective for us in this fiscal year was to ensure
that we have a capital structure that will support earnings
improvement and the growth of the Company going forward.  With the
arrangement of our $100 million senior bank credit facility in
January 2004, the redemption of our 11.5% subordinated promissory
notes in May 2004, and today's refinancing of our senior
subordinated notes, we think we have achieved an attractive
capital structure. We have cost-effective access to the capital we
need to support our growth, we have covenants that give us the
flexibility we need and that reflect our years of deleveraging,
and we have significantly lowered our overall interest expense."

Paul K. Suijk, senior vice president and chief financial officer,
added, "We are very pleased with the successful placement of our
new senior subordinated notes.  This refinancing will reduce our
interest expense going forward and extend maturity to 2014.  As a
result of our overall improved capital structure, we anticipate we
will be able to reduce our total fiscal 2005 interest expense by
approximately $1.5 million, or $0.10 per share, compared to fiscal
2004, based on current market expectations for floating interest
rates.  In connection with the refinancing, we will incur charges
of approximately $8.6 million, or $0.61 per share, in the fourth
quarter of fiscal 2004 for the tender premium, write-off of
unamortized deferred financing costs of the old notes, and related
fees.  In addition, these events will result in an increase in our
outstanding debt of approximately $10 million.  We continue to
drive operational and working capital improvements to support our
growth strategy and to reduce debt with free cash flow."

The offer and sale of the 8 3/8% Senior Subordinated Notes were
not registered under the Securities Act of 1933, and absent such
registration the 8 3/8% Senior Subordinated Notes may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

Cadmus Communications Corporation provides end-to-end, integrated
graphic communications services to professional publishers, not-
for-profit societies and corporations.  Cadmus is the world's
largest provider of content management and production services to
scientific, technical and medical journal publishers, the fourth
largest periodicals printer in North America, and a leading
provider of specialty packaging and promotional printing services.  
Additional information about Cadmus is available at
http://www.cadmus.com/

                         *   *   *

As reported in the Troubled Company Reporter's June 10, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Cadmus Communications Corp.'s proposed $125 million
senior subordinated notes due 2014. Proceeds will be used to
redeem all of the company's outstanding 9.75% senior subordinated
notes due 2009.

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

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


COMMSCOPE: Transfers OFS BrightWave Equity Stake to Furukawa
------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) and The Furukawa Electric Co. Ltd.
(Tokyo: 5801) announced that they have restructured their
relationship. CommScope has transferred all of its equity
ownership interest in OFS BrightWave, LLC to Furukawa in exchange
for 7,656,900 shares of CommScope common stock owned by Furukawa.
CommScope intends to hold these shares as treasury stock. As a
result of the transaction, CommScope no longer owns any equity
interest in OFS BrightWave.

In addition, CommScope and Furukawa have renewed their optical
fiber supply arrangement by entering into a new four-year supply
agreement expiring June 2008. CommScope will continue to have
access to a broad array of technologically advanced optical fibers
as well as a cross license for key intellectual property.

"We thought that this was an appropriate time to re-evaluate our
equity ownership interest primarily due to changes in the global
market for optical fiber as well as the restructuring of OFS
BrightWave," said CommScope Chairman and CEO Frank M. Drendel. "We
believe that these are win-win transactions for both companies and
look forward to continuing our strong, strategic relationship with
Furukawa."

The transaction does not eliminate the existing $30 million loan,
under a revolving credit facility due to CommScope from OFS
BrightWave, which is scheduled to mature in 2006. Although
advances to OFS BrightWave had a carrying value of $12.0 million
on CommScope's balance sheet as of March 31, 2004, CommScope has
now fully impaired this asset primarily due to market conditions
for optical fiber and because CommScope will no longer have equity
ownership in OFS BrightWave.

CommScope expects to record a net pretax gain of approximately
$121.3 million, or approximately $1.24 per diluted share, net of
tax, as a result of this transaction during the second quarter of
2004.

                     About CommScope

CommScope (NYSE: CTV) (S&P, BB Corporate Credit & B+ Subordinated
Debt Ratings, Stable) is a world leader in the design and
manufacture of 'last mile' cable and connectivity solutions for
communication networks. We are the global leader in structured
cabling systems for business enterprise applications and the
world's largest manufacturer of coaxial cable for Hybrid Fiber
Coaxial (HFC) applications. Backed by strong research and
development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless cabling
solutions from the central office to the home.


COMMUNITY SERVICE: Shareholders OK Liquidation & Dissolution Plan
-----------------------------------------------------------------
Community Service Communications, Inc. (OTC: CMYS) announced that
its shareholders approved and have adopted the Plan of Complete
Liquidation and Dissolution at its Annual Meeting held earlier
Tuesday.

Following the Annual Meeting and consistent with the Plan, the
board of directors set a final record date for its shareholders of
June 30, 2004, at which time it will fix the shareholders of
record for future voting and distributions and will not make any
further transfers of Community stock on its records.

The Plan requires the management to wind-up its business affairs
and distribute from time to time the available liquid proceeds to
its shareholders.

Community has approximately 632,452 shares of Common Stock, held
by approximately 311 shareholders of record.

                       About Community

Community Service Communications, Inc. is a Maine-based
telecommunications company that had been serving local telephone
customers for more than 100 years. Formed in 1898, today Community
has several investments including a 50% interest in a Maine- based
paging company and a real estate holding in Winthrop, Maine.


COVANTA ENERGY: Names Craig Abolt as Chief Financial Officer
------------------------------------------------------------
Covanta Energy Corporation announced the appointment of Craig D.
Abolt as chief financial officer.

Prior to joining Covanta, Abolt served as chief financial officer
of DIRECTV Latin America, a majority-owned subsidiary of Hughes
Electronics Corporation. In this position, he had financial and
operational responsibilities for the technically sophisticated
multi-national DTG television and multimedia organization with
consolidated revenues of approximately $600 million. From 1991 to
2001, Mr. Abolt was employed by Walt Disney Company in several
executive finance positions.

"We are pleased to welcome to Covanta such a seasoned and well-
respected executive as Craig Abolt," said Tony Orlando, Covanta
Energy Corporation CEO. "His breadth and depth of leadership in a
variety of different businesses and transactions will serve
Covanta well. I am pleased to have him as a member of our team,"
added Orlando.

"I am excited to be a part of Covanta's outstanding management
group," said Mr. Abolt. "The Company has an impressive track
record of excellence in client service and facility performance,
and I look forward to being a part of the Company's success in the
coming years."

Mr. Abolt spent the first years of his career (1984 to 1991) at
PMG Peat Marwick in Chicago. He holds a BS in Accountancy from the
University of Illinois, is a Certified Public Accountant and is a
member of Financial Executives International.

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 TAMPA: Objects to Four Hydranautics Claims
--------------------------------------------------
Debtor Covanta Tampa Construction, Inc., asks the Court to
disallow Claim Nos. 4588, 4589, 4592 and 4593 filed by
Hydranautics, Inc.  Hydranautics seeks indemnification from CTCI
for all losses, including attorney's fees, arising from certain
claims against it by Tampa Bay Water relating to the design and
construction of a seawater desalination facility located in
Tampa, Florida.  CTCI asserts that Hydranautics is not entitled
to indemnification.

                        The EPC Contract

Vincent E. Lazar, Esq., at Jenner & Block, in Chicago, Illinois,
recounts that Debtor Covanta Tampa Bay, Inc., and S&W Water, LLC,
entered into an EPC contract for the engineering, procurement and
construction of the Desalination Facility.  Through a series of
assignments, the original parties to the EPC Contract changed.  
TBW replaced S&W as developer and CTB transferred its rights and
responsibilities to affiliate, CTCI.  CTCI subcontracted to
Hydranautics some of the work to be done in the EPC Contract.

                         The RO Contract

On May 24, 2001, CTCI and Hydranautics entered into a Reverse
Osmosis System Contract.  Under the RO Contract, Hydranautics
agreed to perform the design, engineering, manufacture, delivery,
installation, start-up and testing of a reverse osmosis seawater
desalination system.  Hydranautics will also provide CTCI a
Payment Labor/Material and Performance Bond of approximately
$8.2 million.  Mr. Lazar notes that under the RO Contract, CTCI
never had a duty to indemnify Hydranautics.

Pursuant to a third amendment to the EPC Contract, dated as of
January 17, 2002, CTCI, with Hydranautics' consent, assigned its
RO Contract rights and obligations to TBW.  After the Third EPC
Amendment, CTCI and Hydranautics were no longer in privity of
contract.  Instead, Hydranautics gained a direct contractual
relationship with TBW.

Pursuant to a second amendment to the RO Contract, in early 2002,
Hydranautics assumed an expanded role in the RO Contract.  Among
others, the Second RO Amendment:

   -- enlarged Hydranautics' scope of work;

   -- assigned additional CTCI contracts to Hydranautics; and

   -- almost tripled Hydranautics' performance bond.

Mr. Lazar, however, notes that there was no contract amendment
that entitled Hydranautics to seek indemnification from CTCI for
any claims asserted against Hydranautics.

To guarantee its performance under the expanded RO Contract,
Hydranautics, on February 8, 2002, obtained a $23,382,706
performance bond.  CTCI was the beneficiary while TBW was an
obligee through a rider to the Performance Bond.

                         Alleged Defaults

In CTCI's Acceptance Test Report dated June 3, 2003, CTCI took
the position that it has satisfied the acceptance testing of the
Desalination Facility.  However, TBW declared that CTCI failed
the acceptance test and, consequently, held about $7.9 million in
payments for the EPC Contract.

In October 2003, TBW declared both Hydranautics and CTCI in
default of each of their contracts.  Hydranautics denied that the
defaults fell within the scope of the RO Contract.

In a letter agreement dated November 18, 2003, TBW, Hydranautics
and its sureties agreed to toll the default and claims process
under the RO Contract until the time as the letter agreement was
terminated.

                       Hydranautics' Claims

On December 12, 2003, Hydranautics filed Claim Nos. 4589 and 4592
in its own name, and Claim Nos. 4588 and 4593 on TBW's behalf.  
On the same date, TBW filed its own claim against CTCI for
alleged breaches of the EPC Contract.  Mr. Lazar notes that
Hydranautics did not explain how it could be entitled to assert a
claim on TBW's behalf.

                       The TBW Settlement

In early 2004, the Court ordered CTCI and TBW to settle their
disputes, including TBW's complaint for possession and permanent
injunction, and a request to temporarily restrain CTCI from
operating the Desalination Facility.

After lengthy negotiations, the parties reached a formal
settlement agreement.  Under the TBW Settlement Agreement:

   -- Neither CTCI nor TBW admit any breach of the EPC Contract;

   -- TBW releases the Covanta Tampa Debtors from any claims
      relating to the Facility;

   -- CTCI agrees to assign to TBW any claims that it may have
      against third parties like Hydranautics or its sureties;

   -- Any judgment that TBW will receive from third parties would
      be reduced by the amount that the third party would be
      entitled to receive as distribution from the Covanta Tampa
      Debtors' bankruptcy estates; and

   -- All CTCI-related entities release any claims they might be
      entitled to assert against TBW.

Having substantially resolved the issues with CTCI, TBW returned
its attention to its separate claims against Hydranautics.  TBW
then communicated to Hydranautics its intention to terminate the
tolling agreement, and declare Hydranautics in default of the RO
Contract and the related Performance Bond.  Hydranautics again
denied responsibility, declaring that it is without fault or
responsibility, and any issues with the Facility are between TBW
and CTCI.

Hydranautics objected to the Covanta Tampa Debtors' request for
approval of the TBW Settlement Agreement.  Hydranautics argued
that the TBW Settlement would prejudice its right to an equitable
lien in the EPC retainage that TBW held.  Hydranautics
subsequently withdrew its objection on the condition that it was
deemed to have reserved its right to press the argument later.

             Hydranautics' Claims Must Be Disallowed

According to Mr. Lazar, Hydranautics erroneously contends that
TBW is seeking to hold Hydranautics liable for CTCI's purported
defaults under the EPC Contract.  TBW is actually seeking to hold
Hydranautics liable for Hydranautics' own defaults under the RO
Contract, which CTCI is not a party.

Mr. Lazar argues that even if CTCI was somehow liable to
Hydranautics, Hydranautics would still have no allowable claim
because pursuant the TBW Settlement Agreement, TBW would reduce
any judgment that it obtained against Hydranautics by the amount
that Hydranautics would otherwise recover from the Covanta Tampa
Debtors.

CTCI believes that Hydranautics has no right to the EPC
Retainage.  The EPC Retainage is owed to the Covanta Tampa
Debtors under the EPC Contract, not to Hydranautics under the RO
Contract.

Since TBW filed Claims against CTCI for alleged defaults under
the EPC Contract, Hydranautics' Claim Nos. 4588 and 4593 have now
been superseded and, thus, should be deemed disallowed.

                     Tampa Bay Water Agrees

Pursuant to Rule 3001(b) of the Federal Rules of Bankruptcy
Procedure, only a creditor or authorized agent can file a proof
of claim.  By filing Claim Nos. 4588 and 4593 on TBW's behalf,
J. Frazier Carraway, Esq., at Saxon, Gilmore, Carraway, Gibbons,
Lash & Wilcox, in Tampa, Florida, tells the Court that
Hydranautics is admitting that its actions in the Covanta Tampa
Debtors' bankruptcy cases are as agent, not as principal.  Since
Hydranautics' Claim Nos. 4589 and 4592 are identical to Claim
Nos. 4588 and 4593 in content and basis of claim, Hydranautics
gives TBW the authority as creditor to modify and supersede all
of the Four Hydranautics Claims.

As creditor, TBW has modified and superseded Hydranautics' Claims
with the filing of its own claims and by the release of claims
provided in the Court-approved Settlement Agreement between TBW
and the Debtors, Mr. Carraway says.  As released claims,
Hydranautics' Claims must, therefore, be disallowed pursuant to
Section 502 of the Bankruptcy Code and Bankruptcy Rule 3001.

If Hydranautics argues that it is not TBW's agent, Hydranautics'
Claims are not authorized and must, nevertheless, be disallowed.

TBW contends that Hydranautics has no legal claim.  Contrary to
its allegation, Hydranautics has no losses or damages from
disputes between TBW and the Covanta Tampa Debtors.  Any disputes
between TBW and the Debtors arise from the EPC Contract between
TBW and the Debtors only.  Furthermore, all disputed issues
between TBW and the Debtors are settled without cost or
contribution from Hydranautics.

Furthermore, TBW asserts that Hydranautics has no right to any
retainage in the EPC Contract because:

   -- Hydranautics and its sureties have no basis for asserting
      an equitable lien against any EPC Contract Retainage;

   -- Hydranautics and its sureties cannot establish the elements
      required for enforcement of an equitable lien; and

   -- having submitted the question of the amount and status of
      the Hydranautics' Claims and the issue of retainage to the
      Court's jurisdiction, Hydranautics cannot now withdraw
      determination of its rights in the EPC Contract Retainage.

Accordingly, TBW asks the Court to:

   (a) sustain the Debtors' objection;

   (b) disallow the Hydranautics Claims; and

   (c) hold that Hydranautics has no interest in the EPC
       Retainage or any other asset of the Debtors or TBW.

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)   


COVE APPAREL: Former Auditors Cite Going Concern Uncertainty
------------------------------------------------------------
Effective February 3, 2004, Cove Apparel, Inc. dismissed
Stonefield Josephson, Inc.

Stonefield Josephson, Inc. had audited the Company's financial
statements for the fiscal years ended September 30, 2002 and 2003.  
Replacement of accounting firm was made with Hall & Co. to act as
the Company's independent chartered accountants.

The reports of Stonefield Josephson, Inc. for the fiscal years
2002 and 2003 were qualified with respect to uncertainty as to
Cove Apparel's ability to continue as a going concern.

The Company's unaudited financial statements for the quarter ended
December 31, 2003, will be reviewed by Hall & Co.  The Company
indicates that Stonefield Josephson, Inc. was not involved in any
way with the review of the unaudited financial statements for the
quarter ended December 31, 2003.

The change in Cove Apparel's auditors was recommended and approved
by its Board of Directors of the Company since the Company does
not have an audit committee.


CRIIMI MAE: Fitch Upgrades $73MM 1996-C1 Class D Rating to BB+
--------------------------------------------------------------
Fitch Ratings upgrades CRIIMI MAE Trust I's commercial mortgage
bonds, series 1996-C1 as follows:

     --$53.1 million class B to 'AAA' from 'BBB';
     --$22.0 million class C to 'AA' from 'BB+';
     --$73.0 million class D to 'BB+' from 'BB'.

In addition, the following classes have been affirmed by Fitch:

     --$100.0 million class E 'B';
     --$12.0 million class F 'B-'.

Fitch does not rate the $58.6 million issuer's equity.

The certificates are currently secured by 22 subordinate
commercial mortgage pass-through certificates from nine separate
commercial mortgage securitizations. The underlying transactions
were securitized from 1994 to 1996 by various issuers and have a
current aggregate certificate balance of approximately $1.25
billion. In addition, the underlying transactions consist
primarily of small loan conduits secured by a variety of property
types.

The upgrades are due to the continued paydown to the transaction's
certificates. As the underlying certificates have paid down, the
Re-REMIC's certificates have paid down 25.4% to $260.1 million as
of June 2004 from $349.0 million at issuance.

Total delinquencies calculated as a percentage of the underlying
transactions' aggregate certificate balance have increased to
11.4% from 0.6% at issuance. Currently, 1.5% is 30 days
delinquent, 0.16% is 60 days delinquent, 3.9% is 90+ days
delinquent, 1.9% in foreclosure and 4.0% is real estate owned.
Realized losses to date total $51.5 million. Although the percent
of delinquent loans has increased and the underlying certificates
have incurred more realized losses, classes B, C and D's
subordination levels are sufficient to warrant the upgrades. In
addition, while the issuer equity account, which acts as a first
loss bond to the transaction's rated certificates, has decreased
it still remains high at $58.6 million. Fitch includes this
account in the calculation of subordination levels.


DAYTON SUPERIOR: S&P Lowers Corporate & Sr. Debt Ratings To B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dayton
Superior Corp., a concrete construction products manufacturer. The
outlook is negative.

Standard & Poor's lowered its corporate credit and senior secured
ratings on Dayton Superior to 'B-' from 'B', and the subordinated
debt rating to 'CCC' from 'CCC+'.

"The downgrade reflects Dayton Superior's very weak cash flow
protection measures and narrow liquidity. The lingering impact of
the lengthy downturn in commercial construction markets and
skyrocketing steel prices have combined to reduce earnings and
cash flows to subpar levels," said Standard & Poor's credit
analyst Pamela Rice.

Debt at the end of the first quarter was $391 million, including
operating leases, with debt to EBITDA a very aggressive 9.3x. In
addition, EBITDA interest coverage for the last 12 months was
below 1x, and availability under the company's revolving credit
facility is expected to shrink to about $11 million.

Although there are signs that a recovery in commercial
construction markets is beginning, and Dayton Superior should
generate cash in the second half of the year and improve
liquidity, Standard & Poor's believes that the company's credit
measures are unlikely to strengthen sufficiently this year to
support the former ratings.

The ratings on Dayton, Ohio-based Dayton Superior reflect the
company's high debt burden, tight near-term liquidity, cyclical
end markets, volatile raw-material costs, concerns about potential
steel shortages, and very aggressive financial policies. These
factors are partly offset by leading positions in niche
construction products markets, good geographic and customer
diversity, and a flexible cost structure.

Dayton Superior is the largest North American manufacturer and
distributor of metal accessories and forms used in concrete
construction. Products, including ties, bar supports, metal
assemblies, modular forms, and construction chemicals, are sold
via independent distributors as well as the company's own
extensive internal distribution network. About two-thirds of the
company's sales are to the infrastructure and institutional
construction segments.


DB COMPANIES: U.S. Trustee Names 5-Member Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in DB
Companies, Inc.'s Chapter 11 cases:

      1. Garelick Farms (Dean NorthEast, LLC)
         Attn: James F. Shea
         124 Grove Street
         Franklin, Massachusetts 02038
         Phone: 508-553-5355, Fax: 508-553-5476

      2. McLane Company, Inc. (dba McLane/Northeast)
         Attn: Neal A. Mayes
         4747 McLane Parkway
         Temple, Texas 76503
         Phone: 254-771-7490, Fax: 254-771-7582

      3. Citgo Petroleum Corporation
         Attn: Stephen J. Bednar
         6100 S. Yale Avenue
         Tulsa, Oklahoma 74137
         Phone: 918-495-5551, Fax: 918-495-5559

      4. Sara Lee Coffee & Tea
         Attn: Jim Petras
         935 National Parkway
         Schaumburg, Illinois 60173
         Phone: 630-860-6239, Fax: 877-619-9420; and

      5. Lincoln Environmental, Inc.
         Attn: Gary Steven Ezovski
         333 Washington Hwy,
         Smithfield, Rhode Island 02917
         Phone 401-232-3353, Fax: 401-232-1130

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 Pawtucket, Rhode Island, DB Companies, Inc. --
http://www.dbmarts.com/-- operates and franchises a regional  
Chain of DB Mart convenience stores in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York.  The
Company filed for chapter 11 protection on June 2, 2004 (Bankr.
Del. Case No. 04-11618).  William E. Chipman Jr., Esq., at
Greenberg Traurig, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed estimated assets of over $50 million
and debts of approximately $65 million.


E-SIM LTD: Posts $6.7 Mil. Stockholders' Deficit at April 30, 2004
------------------------------------------------------------------
e-SIM Ltd. (OTCBB: ESIM.OB), a leading provider of MMI (Man-
Machine Interface) Solutions for wireless devices, announced its
financial results for the first quarter, ended April 30, 2004.

Revenues for the first quarter of 2004 were $1,206,740, compared
to $1,099,856 for Q4 2003, representing an increase of 10%. The
revenues for Q1 2003 were $1,160,886, showing an increase of 4%.

Gross profit for the current quarter was $748,055 as compared to
$483,946 for Q4 2003, showing an increase of 55% over the
immediately preceding quarter; Gross profits for Q1 2003 were
$712,370, representing an increase of 5%.

Total operating expenses for the recent quarter were $1,160,249, a
decrease of 11% from the previous quarter's figure of $1,307,457
and 17% less than the $1,402,294 in the comparable quarter in
2003.

Net loss for the current quarter was $542,951 or $0.03 per share,
compared with a net loss of $1,960,321 or $0.15 per share in the
fourth quarter of 2003, a decrease of 72%. This quarter's net loss
also showed a decrease of 35% when compared to the net loss of
$831,763 or $0.07 per share in Q1 2003.

The company's backlog of orders is strong at $2.2 million.

The chairman and CEO of e-SIM Ltd., Marc Belzberg, said, "We are
pleased to report this quarter's financial results. We are working
vigorously to ensure that these improved results signify a trend
toward increased revenue that will steadily bring us closer to the
break-even point."

At April 30, 2004, e-SIM Ltd.'s balance sheet shows a
stockholders' deficit of $6,778,111 compared to a deficit of
$6,652,020 at January 31, 2004.

                             About e-SIM

Founded in 1990, e-SIM Ltd. -- http://www.e-sim.com/-- is a major  
provider of MMI (Man-Machine Interface) solutions for wireless and
other electronic products. e-SIM's MMI solutions are used by a
wide range of platform vendors and wireless handset manufacturers,
including Texas Instruments, FreeScale (formerly Motorola SPS),
Renesas, Sasken, NEC, Kyocera, BenQ, and others. e-SIM's MMI
technology has been incorporated into millions of handsets on the
market.


ELIZABETH ARDEN: Unilever Affiliates Complete Stock Sale
--------------------------------------------------------
Elizabeth Arden, Inc. (Nasdaq: RDEN), a global prestige fragrance
and beauty products company, announced the closing of an offering
of 2,549,723 shares of its common stock at $19.50 per share.
Affiliates of Unilever N.V. sold 2,317,930 shares and the Company
sold 231,793 shares pursuant to an over-allotment option granted
by the Company and exercised by the underwriter on June 10, 2004.

The shares sold by Conopco, Inc. and Unilever United States
Foundation, Inc., the Unilever affiliates, represent the remaining
shares of common stock underlying the Company's outstanding Series
D Convertible Preferred Stock. Unilever and its affiliates no
longer own any shares of the Company's common stock or Series D
Preferred Stock and no shares of Series D Preferred Stock will
remain outstanding. As a result, the Company will no longer be
obligated to pay the 5% dividend on the outstanding liquidation
value of the Series D Preferred Stock. In addition, as previously
disclosed in the Company's public filings, the Company expects to
incur a non-cash charge to reflect the accelerated accretion
associated with the conversion of the Series D Preferred Stock to
common stock. The Company expects the charge for the five-month
period ending June 30, 2004 to be approximately $19.2 million, of
which $6.0 million was incurred during the three months ended May
1, 2004. This will represent the last charge associated with the
Series D Preferred Stock. The Company will use the net proceeds it
receives to reduce borrowings under its revolving credit facility.

                     About the Company

Elizabeth Arden (S&P, B- Senior Subordinated Debt and B+ Corporate
Credit Ratings, Stable Outlook) is a global prestige fragrance and
beauty products company. The Company's portfolio of leading brands
includes the fragrance brands Red Door, Red Door Revealed,
Elizabeth Arden green tea, 5th Avenue, ardenbeauty, Elizabeth
Taylor's White Diamonds, Passion, Forever Elizabeth and Gardenia,
White Shoulders, Geoffrey Beene's Grey Flannel, Halston, Halston
Z-14, Unbound, PS Fine Cologne for Men, Design and Wings; the
Elizabeth Arden skin care line, including Ceramide and Eight Hour
Cream; and the Elizabeth Arden cosmetics line.


ENRON CORP: Wants Preferential Payments to 31 Creditors Returned
----------------------------------------------------------------
The Enron Corporation Debtors made, or caused to be made, on or
within 90 days prior to the Petition Date, Transfers to 31
Creditors:

   Creditor                                     Amount
   --------                                     ------
   Accenture, LLP                           $5,291,549
   Additional Commissioner of Income           278,960
   Alschuler Grossman Stein & Kahan            190,091
   Amec E & C Services, Inc.                   666,496
   American Arbitration Association             27,600
   Arnold & Porter                              29,882
   Bauza & Davila                              792,096
   Bennett Jones LLP                            72,868
   Bloomberg, LP                             1,101,523
   Citic Industrial Bank                        72,000
   Compudyne Winsfosystems, Ltd.                70,000
   Courter, Kobert, Laufer & Cohen              82,025
   Covenant Community Capital Corporation       21,922
   Crossword Translation                        26,500
   CW Livingston & Associates, PC               27,000
   Foley Hoag & Eliot, LLP                      25,276
   Forensic Technologies                        33,998
   Haden & Gabbert                              90,000
   Innovative Reporting & Video, Inc.           81,084
   Interlingua                                  49,720
   Kab-Sang Kong                                49,194
   Lapointe Rosenstein                          22,247
   Loyens & Volkmaars                           24,800
   McIvor Grant U.S., Inc.                      25,000
   Porter & Hedges LLP                          24,038
   Potesta & Associates                         22,449
   Process Technical Services, Inc.            251,657
   Richard, Wayne and Roberts                   30,000
   Sistec Rigging & Millrights                  56,436
   Strasburger & Price, LLP                     20,738
   Towers Perrin                               132,429
                                          -------------
                                            $9,689,578

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

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

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

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

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

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

       -- these cases were administered under Chapter 7;

       -- the Transfers had not been made; and

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

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

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

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

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

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

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

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

Accordingly, the Debtors seek a Court judgment:

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

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

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

  (iv) awarding them their attorneys' fees, costs and other
       expenses incurred. (Enron Bankruptcy News, Issue No. 111;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORPORATION: Issues Notices of Five De Minimis Asset Sales
----------------------------------------------------------------
Pursuant to the De Minimis Sale Procedures, the Enron Corporation
Debtors inform the Court that they intend to sell these assets:

1. Approximately 606,270 Common Shares in ChemConnect, Inc.

   Seller:  Enron Global Markets, LLC

   Buyer:   Industry Ventures Fund III, LP

   Price:   $7,500

   Enron Principal Investments packaged the Assets, along with
   other venture capital investments held by non-debtor entities
   to be marketed to over 100 venture capital funds, portfolio
   investment co-parties and secondary funds.

   Three bids were received, including one bid for the entire
   portfolio, no individual offer was made for the Assets.  EPI
   decided on the portfolio bid, which allocated $7,500 for the
   Assets.  EGM believes that the Assets have de minimis market
   value and thus the offer is fair and reasonable.

2. Computer software applications, commonly known as
   Dealbench(TM), including all versions thereof, and related
   documentation, certain related internet domain names and
   rights and interests, certain related common law and
   registered trademarks, service marks and trade names and
   certain related computer servers and related hardware

   Seller:  Enron Net Works, LLC

   Buyer:   Atlas Acquisition, Inc.

   Price:   $104,136

   ENW solicited interest in the Assets from over 30 parties
   including financial consultants, information services
   providers, technology companies, data room software vendors
   and Venture Capital-funded technology start-ups.  
   Confidentiality Agreements were then executed with eight
   counterparties and a detailed information memorandum
   describing the Assets, proposed transaction and bidding
   procedures was distributed to those parties.

   ENW received one non-binding bid from Atlas for $75,000.
   Atlas then conducted additional due diligence, which
   consisted mainly of interviews with ENW technical and
   commercial personnel.  Atlas and ENW then entered into
   further negotiations, resulting in the proposed Purchase
   Agreement.  ENW believes that that based on the lack of bids
   from other parties, this is a fair and reasonable price.

3. A 0.43-acre vacant tract of land located at 5445 Meeker
   Drive, in Kalama, Washington

   Seller:  Enron Broadband Services, Inc.

   Buyer:   William & Jeannie Berry

   Price:   $12,000

   The Property was marketed by EBS as part of its efforts to
   sell the Salt Lake City to New Orleans fiber route.  EBS was
   unable to find any parties interested in purchasing the
   route.  In addition, in May 2003, EBS listed the Property
   separately with a real estate broker in Seattle, Washington.
   The only bids received were by the Berrys and another bid
   for $8,000.  EBS believes that the $12,000 Purchase Price is
   an accurate reflection of the market value for the Property
   and is therefore fair and reasonable.

4. A communications tower currently leased to Nextel South
   Corporation

   Seller:  Enron Alligator Alley Pipeline Company

   Buyer:   Nextel South Corporation

   Price:   $40,000

   No marketing activity was conducted for the sale of the
   Asset.  Nextel is currently leasing the Asset from EAAPC for
   $1 a month.  Nextel contacted EAAPC with the offer to
   purchase the Asset.  Upon conducting research, EAAPC
   determined that the price of the new tower similar to the
   Asset would be between $3,000 and $7,000.  Nextel's offering
   price is substantially higher due to the location of the
   tower and Nextel's projected cost to relocate its network
   equipment.

   The South Florida Water Management District owns the land
   where the tower stands and maintains that EAAPC does not have
   a property lease.  Therefore, the Nextel lease is
   questionable and EAAPC could be required to either abandon
   the Asset or remove it from the property.  Nextel is
   purchasing the tower with knowledge of these facts.

5. A 900 KW generator used for backup power to the 1400 Smith
   Street building

   Seller:  Enron Corporation

   Buyer:   Critical Power Exchange Corporation

   Price:   $25,000

   After Enron vacated the facilities of 1400 Smith Street,
   Trizec, Enron's former landlord, and the new building owner
   were not interested in bidding on the Asset.  As an
   alternative, Enron marketed the Asset to 15 different
   resellers of used power equipment.  Ten bids were received
   ranging from $8,000 to $25,000, with the highest bid from
   Critical Power for $25,000 plus restoration of the space
   after the Asset is removed. (Enron Bankruptcy News, Issue No.
   111; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORPORATION: Modifies Fifth Amended Reorganization Plan
-------------------------------------------------------------
On June 1, 2004, the Enron Corporation Debtors delivered to the
Court their modified Fifth Amended Plan of Reorganization to show
that:

   (1) Enron Mauritius Company, Enron India Holdings, Ltd., and
       Offshore Power Production C.V. are no longer proponents
       of the Plan, and Classes 58, 59, 60, 246, 247 and 248 of
       the Plan have been rendered inoperative;

   (2) the Fee Committee will be dissolved up the earlier to
       occur of the:

       -- 18th month anniversary of the Confirmation Date; and

       -- satisfaction of their obligations and duties;

   (3) On the Effective Date, all proceeds reserved pursuant to
       a Sale or Settlement Order will vest in the Reorganized
       Debtors, the Litigation Trust or the Special Litigation
       Trust; provided however, that the Debtors will escrow
       $200,000,000 to satisfy their obligations in the Standard
       Termination Order until the earlier to occur of (a) the
       satisfaction of the obligations contained in the Standard
       Termination Order and (b) the entry of a Court Order
       authorizing the release; and

   (4) All fees payable pursuant to Section 1930 of the
       Judiciary Code will be paid as and when due or otherwise
       pursuant to an agreement between the Reorganized Debtors
       and the United States Department of Justice, Office of
       the United States Trustee, until a Debtor's case will be
       closed.

In addition, the Debtors inform the Court that they have revised
Section V.A. of Schedule U, V regarding Officers and Insiders to
certain of the Reorganized Debtors to reflect these changes:

   1. Derryl W. Cleaveland will be removed as Vice President,
      Corporate Services of the Reorganized Debtors;

   2. Paula H. Rieker will be removed as Managing Director and
      Corporate Secretary of the Reorganized Debtors;

   3. David Roland will be removed as Vice President and
      Assistant General Counsel, Corporate Development of the
      Reorganized Debtors;

   4. Richard A. Sanders will be removed as Vice President and
      Assistant General Counsel, Litigation of the Reorganized
      Debtors;

   5. The name "Stephen Forbes Cooper, Jr." will read "Stephen
      Forbes Cooper";

   6. The title of George McCormick will read "Managing
      Director, Corporate Development"; and

   7. The title of Bonnie White will read "Managing Director and
      General Counsel, Litigation."

The Debtors also modify Section V.B of Schedule U, V regarding
Officers and Insiders to certain of the Reorganized Debtors to
reflect that Paula H. Rieker will be removed as Managing Director
and Corporate Secretary of the Reorganized Debtors.

          Creditors Committee Supports the Modified Plan

The Plan is premised on a settlement rather than litigation, of
various inter-Debtor, Debtor-Creditor and inter-Creditor
disputes.  The members of the Official Committee of Unsecured
Creditors unanimously support the Plan.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, in
New York, tells the Court that the Creditors Committee's approval
was made with the full understanding that a litigated outcome of
each of the issues settled in the Plan might differ from the
results produced by the global compromise embodied in the Plan.  
However, the Creditors Committee does not believe that litigation
is a reasonable and cost effective method of resolving the
complex inter-estate issues in these cases.  While certain
aspects of Enron's unraveling were swift and dramatic, litigation
over the issues to be settled in the Plan would be extremely
wasteful and detrimental for all parties-in-interest.  

Accordingly, the Creditors Committee believes that the resolution
of these complex cases pursuant to the Plan is the most efficient
and value-maximizing process available.  The Creditors Committee
believes that the asset realization strategy and the Global
Compromise embodied in the Plan will provide the greatest
potential recovery for unsecured creditors of the Debtors as a
whole because the Plan:

   (a) maximizes value for Creditors by liquidating the Debtors'
       assets or transferring the ownership of certain assets to
       Creditors, as appropriate, and by providing for the
       continued prosecution of numerous affirmative causes of
       action on behalf of the Debtors' estates;

   (b) resolves the issue of substantive consolidation of the
       Debtors and substantially all other potential
       inter-estate disputes without expensive and
       time-consuming litigation; and

   (c) facilitates an orderly and expeditious distribution of
       value to Creditors holding Allowed Claims.

Mr. Despins notes that while the Plan has been met with broad
support, certain creditors who are disgruntled with the issues
surrounding allowance of their claims have chosen to disrupt the
Plan process in an effort to create leverage.  Mr. Despins
contends that none of the alleged technical deficiencies cited by
the objecting parties should stand in the way of distributing
billions of dollars of value to holders of Allowed Claims in
these cases.

Mr. Despins asserts that the 30/70 Formula is not a precise
mathematical quantification of the likelihood of substantive
consolidation but instead, it is a negotiated resolution of
numerous inter-estate issues which provides a fair result,
without creditors suffering from the significant expense and time
delay that would be caused by protracted inter-estate litigation.

Thus, the Creditors Committee asks the Court to confirm the Plan,
including the Global Compromise.

           Debtors Resolve Some Confirmation Objections

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges, LLP, in
New York, informs the Court that as of June 1, 2004, the Debtors
have resolved or have reached an agreement in principle regarding
the Objections filed by these parties:

   -- the AEP Parties;

   -- John Hancock Life Insurance Company;

   -- JPMorgan Chase Bank;

   -- Peston Gulf Coast, LP and St. Mary's Production, LLC;

   -- the SFG Parties;

   -- the SFG-J Parties;

   -- U.S. Bank National Association;

   -- Duke Entities;

   -- Dean Foods Company;

   -- Conectiv Energy Supply, Inc., and Delmarva Power & Light
      Company;

   -- Lehman Brothers, Inc.;

   -- The Baupost Group and Racepoint Partners; and

   -- the PGH Retirees.

For the unresolved objections, the Debtors provide a detailed
response for each issue raised:

   http://bankrupt.com/misc/18798UnresolvedObjections.pdf

(Enron Bankruptcy News, Issue No. 112; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EPOCH 2001-1: Fitch Takes Various Rating Actions on 5 Tranches
--------------------------------------------------------------
Fitch Ratings affirms one tranche and downgrades four tranches of
EPOCH 2001-1, Ltd. as follows:

     --$25,000,000 class I notes downgraded to 'AA-' from 'AA';
     --$16,000,000 class II notes downgraded to 'BBB' from 'A';
     --$15,000,000 class III notes downgraded to 'B' from 'BB';
     --$13,000,000 class IV notes affirmed at 'CC';
     --$15,000,000 class V notes downgraded to 'D' from 'C';

EPOCH 2001-1, Limited, incorporated under the laws of the Cayman
Islands, was created to enter into a credit default swap with
Morgan Stanley Credit Products, Ltd. and to issue the above-
referenced note liabilities. The notes are supported by the cash
flows of the collateral, as well as the credit default swap
premium paid by MSCPL. The credit default swap references a
portfolio of securities, consisting predominantly of senior
unsecured bonds. The ratings assigned to the notes address the
timely payment of interest and ultimate payment of principal.

In conjunction with the review, Fitch stressed the underlying
asset portfolio with a variety of default scenarios derived from
Fitch's VECTOR model, which utilizes a multi-period Monte Carlo
simulation. Fitch has reviewed the credit quality of the
individual assets comprising the portfolio. Since Fitch's last
rating action in July 2003, the portfolio has not experienced any
additional credit events. However, credit migration has occurred
within the portfolio, thus lowering the overall weighted average
rating factor. Additionally, credit events have recovered less
than originally modeled. Accordingly, Fitch has determined that
the ratings assigned to all rated securities, as indicated above,
reflect the current risk to noteholders.


EVERGREEN INTERNATIONAL: S&P Junks Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' and its senior secured debt rating to
'CCC-' from 'CCC+' on Evergreen International Aviation Inc. The
ratings were removed from CreditWatch, where they were placed Oct.
31, 2003. The outlook is now negative. The downgrades reflect
concerns over the company's near-term liquidity and continuing
access to capital, as reflected in the going concern qualification
the company received in its fiscal 2004 10K. McMinnville, Oregon-
based Evergreen has about $348 million of lease-adjusted debt.

"The rating actions reflect Standard & Poor's belief that ongoing
operating pressures, extremely constrained liquidity, and onerous
debt service requirements result in an identifiable risk of
default for Evergreen over the near to intermediate term," said
Standard & Poor's credit analyst Lisa Jenkins. "Beyond internal
cash generation and credit lines, access to sources of liquidity
is limited," the analyst added.

Evergreen's liquidity position is currently extremely tight and
could become even more constrained over the near term due to
operating pressures and substantial debt service requirements. In
fiscal 2004, revenues declined by 6.7% over fiscal 2003 levels
while operating income declined by 68% year-over-year. The company
reported a loss of $4.6 million for fiscal 2004, versus net income
of $31.8 million in fiscal 2003. Over the past year, Evergreen has
been adversely affected by reduced demand in its ground logistics
operations (Evergreen Aviation Ground Logistics Inc.;
EAGLE) and by reduced commercial demand in its cargo operation.
Until late fiscal 2004, continuing strong demand for military
flying offset the commercial market weakness. However, in January
and February, Evergreen's largest customer, the Air Mobility
Command, scaled back its demand due to a ban on commercial
airlines flying into Iraq. Evergreen has reported that military
revenues remained depressed in March and April but that revenues
returned to previous levels in May. The AMC business has been a
critical underpinning of Evergreen's financial performance, and
further declines or disruptions in that business could have
serious consequences for Evergreen's financial position, unless
the company is able to replace it with similarly profitable
commercial business.

Evergreen's credit risk is heightened by the company's significant
debt burden, the cyclical and competitive nature of the industry
in which it competes, its private ownership (which limits capital
raising options), its financial history (which includes various
financial restructurings and defaults), and the company's
acknowledgment that it needs to enhance its internal financial
controls.

The outlook is negative. Ratings could be lowered to 'D' or 'SD'
if continuing profit pressures preclude the company from
maintaining access to its credit facility or if liquidity
pressures heighten and result in a default in debt service.


EXIDE TECHNOLOGIES: Will Release Fiscal 2004 Results On June 30
---------------------------------------------------------------
Exide Technologies, Inc. (NASDAQ : XIDE), a global leader in
stored electrical energy solutions, announced its intention to
release its fiscal year 2004 earnings on the afternoon of
Wednesday, June 30, 2004 after the market closes.  On Thursday,
July 1, 2004, management will broadcast its discussion of year-
end results and general business operations.  The conference call
information follows:

               Date: Thursday, July 1, 2004
               Time: 9:30 AM Eastern Time
               Toll-Free Number: 888-482-0024
               Toll Number: 617-801-9702
               Passcode: 79413926
               Leader: Craig H. Muhlhauser

The call will also be replayed through the Internet.  The web cast
can be accessed through the Investor Relations page on the Exide
Web site at http://www.exide.comand will be available for two  
weeks.  RealPlayer or Windows Media Player will be required in
order to listen to the web cast.

A taped replay of the call will also be available beginning at
3:00 p.m., on July 1, 2004 until 5:00 p.m., on July 15, 2004 at:

               Replay Number: 617-801-6888
               Passcode: 58830265

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)


FALCON PRODUCTS: Secures Additional $10 Million in Capital
----------------------------------------------------------
Falcon Products, Inc. (NYSE: FCP), a leading manufacturer of
commercial furniture, announced that it has received an additional
$10 million in capital and reported the Company's sales and
operating results for its second quarter ended May 1, 2004.

The Company has secured from a lender in its existing bank group
an additional $10 million, increasing its term B loan to
$60 million. The Company also agreed with the banks on a waiver
for non-compliance with loan covenants for the second quarter and
reset covenant levels for the third and fourth quarters of fiscal
2004.

"This capital provides the liquidity and foundation for us to
continue to implement our operating strategy, which is on track
and producing results," Franklin A. Jacobs, Chairman and Chief
Executive Officer, stated. "We're meeting key milestones in our
turnaround program and posted significant improvements in our
operating performance in the second quarter over the first."

Net sales for the second quarter of fiscal 2004 were
$55.1 million, a 6% decrease from the $58.7 million for the second
quarter ended May 3, 2003. The Company reported a net loss of $4.3
million, or $.46 per diluted share, in the second quarter of 2004,
compared with a net loss of $628,000, or $.07 per diluted share,
in the second quarter of 2003. Although the second quarter was an
improvement over the first quarter of fiscal 2004, the results
were not sufficient to satisfy the Company's loan covenants.

"On a consecutive quarter basis, we've increased our gross margin
to 23.4% in the second quarter compared to 15.4% in the first
quarter of fiscal 2004 and returned to positive EBITDA," Jacobs
said. "We expect sales in the third quarter to be up slightly
compared to last year, which in combination with our cost
reduction and process improvement actions, is expected to again
drive increases in operating income and EBITDA on a consecutive
quarter basis."

In connection with the increased loan, waiver and modified
covenants, the interest rate on the term B loan was increased to
18% with 7% payable on a current basis. The Company issued the
term B loan holder ten-year warrants to purchase approximately
1.8 million shares of the Company's common stock at an exercise
price of $0.02 per share. In addition, the Company agreed to raise
$2.5 million in new equity or junior securities by September 30,
2004.

"I am very pleased to see our management team executing
effectively and making this immediate, positive impact in our
business. The steps we continue to take to improve our cost
structure, without sacrificing capacity, are timely as we are
beginning to see improvement in the hospitality, institutional and
restaurant sectors," Jacobs noted. "While there is a general lag
in the furniture sector serving these industries, we have seen
increased order activity in recent months."

                    About the Company

Falcon Products, Inc. is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force. Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market. Falcon,
headquartered in St. Louis, Missouri, currently operates 8
manufacturing facilities throughout the world and has
approximately 2,100 employees.


FARMLAND: Sells 8% Stake in Land O'Lakes Farmland Feed for $12M+
----------------------------------------------------------------
Land O'Lakes announced that it has signed an agreement to purchase
all of Farmland's ownership interest in Land O'Lakes Farmland Feed
LLC. The proposed agreement provides that Land O'Lakes would pay
approximately $12.15 million to acquire Farmland's eight percent
interest in Land O'Lakes Farmland Feed LLC. Upon completion of the
transaction, Land O'Lakes, directly, and through its subsidiaries,
will own 100 percent of the animal feed joint venture that was
formed in 2000.

The sale is contingent upon bankruptcy court approval in the
Farmland bankruptcy case. A motion to approve the sale was filed
on June 15, 2004. It is anticipated that the bankruptcy court will
hear the matter on or before June 22, 2004.

Land O'Lakes is a national, farmer-owned food and agricultural
cooperative, with annual sales over $6 billion. Land O'Lakes does
business in all 50 states and more than 50 countries. It is a
leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and local
cooperatives with an extensive line of agricultural supplies
(feed, seed, crop nutrients and crop protection products) and
services.

Farmland Industries is one of the largest agricultural
cooperatives in North America with about 600,000 members. The firm
operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. Mo. Case No.
02-50557) on May 31, 2002 before the Honorable Jerry W. Venters.
The Debtors' Counsel is Laurence M. Frazen, Esq. of Bryan Cave
LLP. When the company filed for chapter 11 protection, it listed
total assets of $2.7 billion and total debts of $1.9 billion.
Pursuant to the Second Amended Joint Plan of Reorganization filed
by Farmland Industries, Inc. and its debtor-affiliates, the court
declared May 1, 2004 as the Effective Date of the Plan.

  
FEDERAL-MOGUL: Plan Voting Deadline is November 3, 2004
-------------------------------------------------------
At the Disclosure Statement Hearing in May 2004, the Court
invited interested parties to draft a proposed form of Order
approving the Ballots and Master Ballots forms, establishing Plan
voting and solicitation procedures, and approving Garden City
Group, Inc.'s employment as Voting Agent.

Certain Underwriters at Lloyd's, London, and Certain London
Market Insurance Companies jump to the occasion and submit an
alternative to the order proposed by the Federal-Mogul Corporation
Debtors:

A. The temporary allowance of Asbestos Personal Injury Claims
   pursuant to the Voting Procedures and the Order will be for,
   and only for, voting purposes.  No temporary allowance will
   constitute the allowance of the Asbestos Personal Injury
   Claims for any other purpose;

B. Any attorney for the holder of an Asbestos Personal Injury
   Claim who is entitled to vote on behalf of the holder may
   also, within 30 days after first receiving a Solicitation
   Package, provide the Voting Agent with the name and address of
   the holder and request that the Voting Agent send a
   Solicitation Package to that holder for information purposes.  
   In addition, any attorney who furnishes the name and address
   of a holder of an Asbestos Personal Injury Claim to the Voting
   Agent so that the Voting Agent may send the holder a
   Solicitation Package may also furnish the Voting Agent with a
   cover letter from the attorney to be sent to the holder with
   the Solicitation Package;

C. Any creditor that files a request seeking to have its claims
   allowed temporarily for voting purposes may ask the Court to
   exercise its discretion to extend the deadline by which the
   Claim must be allowed for voting purposes;

D. All issues arising in pending and future insurance coverage
   litigation between Debtors and any trust or Plan Proponent on
   the one hand, and any insurer on the other hand, with respect
   to the allowance, determination, satisfaction, resolution or
   adjudication or other method of fixing personal injury,
   property damage or liability claims will not be determined or
   adjudicated by the Order but will be preserved for resolution
   in future coverage litigation;

E. No determination is being made by the Order with respect to
   the allowance or validity of any claims, counterclaims,
   cross-claims, obligations, rights, remedies or defenses of any
   personal injury tort claimant, the Debtors, any trust, any
   Plan Proponent or any insurer;

F. Any court presiding over a coverage action will not be
   restricted by the Order in making the determinations under the
   applicable federal and state law as to the appropriate rights,
   defenses and remedies of any party or entity with respect to
   insurance policies or other insurance related contract;

G. The Order will not determine, adjudicate, allow, satisfy,
   constitute or resolve:

   (1) the liability of the Debtors, insurers or insurance
       companies to holders of personal injury claims and
       demands, either individually or in the aggregate;

   (2) the merits of any personal injury claims and demands;

   (3) that it is or was reasonable for the Debtors allow any
       personal injury claim or demand, or to fail to object
       thereto;

   (4) whether any matrices or criteria used or considered in
       valuing, estimating or allowing personal injury claims
       and demands is or are reasonable or appropriate; and

   (5) whether the conduct of the Debtors in connection with the
       negotiation, development, or implementation of the voting
       procedures, including the use of ballots as proofs of
       claim and the criteria used for the voting of claims, was
       reasonable or appropriate or consistent with the terms of
       any insurance policy or coverage-in-place agreement; and

H. The arrangements for the filing of claims, voting of ballots
   and allowance of claims were crafted by the Debtors without
   the consent, permission or participation of any insurer.  No
   insurer will be bound in any current or future coverage action
   by any factual finding or conclusion of law issued by the
   Order.

                     Plan Proponents Object

The Plan Proponents complain that the Insurers' proposal is
excessive and extends well beyond the Court's direction that the
order state that the temporary allowance of claims is only for
voting purposes and should apply to no other purpose.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, explains that the
additional provisions incorporated into the Insurers' Order
either extend far beyond the scope of, or directly contravene,
the Court's ruling.  Mr. O'Neill cites that notwithstanding the
Court's expressed disapproval of granting injunctive protection
as part of its ruling, and the absence of any entitlement thereto
on the Insurers' part, the Insurers include two injunctions as
part of their proposed language.  The Insurers purport to enjoin:

   -- other courts that may preside over coverage actions from
      making any determinations with respect to insurance
      policies and contracts; and

   -- parties to as-yet hypothetical future coverage actions from
      offering into evidence, arguing or citing the terms of the
      Order.

The balance of the Insurers' proposed language is overreaching
and violative of the Court's rulings.  Mr. O'Neill asserts that
the Insurer's proposed provisions were never discussed at the
Hearing, and should not be part of the Court's order.  The Court
should not permit the Insurers to misuse the Court's invitation
for the Insurers to craft reasonable protective language by
approving wide-ranging injunctive and similar protection to be
used by the Insurers in purely hypothetical future litigation.

             McKinley and Everest Seek Clarification

Mt. McKinley Insurance Company, formerly known as Gibraltar
Casualty Company, and Everest Reinsurance Company, formerly known
as Prudential Reinsurance Company, dispute the attempt by London
Market Insurers and Certain Underwriters at Lloyd's, London to
preserve insurance defenses for coverage litigation and establish
"insurance neutrality" so that the solicitation, voting and
balloting procedures which were the subject of the pending
request could proceed without the participation of the Debtors'
insurers.  Mt. McKinley and Everest were unaware that "insurance
neutrality" was to be raised in any context with respect to the
pending request.  Mt. McKinley and Everest are concerned about
the improper credence that may be presumed by the use of a
baseless term.

Mt. McKinley and Everest issue insurance policies to partially
fund the Debtors' reorganization plan.

Sean J. Bellew, Esq., at Cozen O'Connor, in Wilmington, Delaware,
argues that the term "insurance neutrality" is not contained in
the Bankruptcy Code and has no basis in either the Bankruptcy
Code or in case law.  Mt. McKinley and Everest object to the use
of and inferences to be drawn by the term "insurance neutrality,"
and reserve their rights to object to any argument advancing any
theory or doctrine of "insurance neutrality."

                London Market Insurers Answer Back

John S. Spadaro, Esq., at Murphy Spadaro & Landon, in Wilmington,
Delaware, tells Judge Lyons that an injunction is required to
prevent the Plan Proponents from seeking a preclusive effect.  
The Plan Proponents might take the Bankruptcy Court's orders and
mislead a coverage court to believe that the matters have been
finally adjudicated.

The Court promised the Insurers that the Order could not be used
by the Plan Proponents for any other purpose and repeatedly
invited the London Market Insurers to craft an appropriate form
of order to address their concerns.  The Plan Proponents are now
urging the Court to renege on its repeated promises.

Mr. Spadaro says that the Plan Proponents have no intention of
permitting Insurers "neutrality."  By eliminating the very
language promised by the Court, the Plan Proponents hope to
preserve their arguments for later coverage cases, and can be
expected to argue that the Insurers can be held liable for the
claims allowed by the Court.  The Court should not permit this
result.

                       *     *     *

Upon the approval of the Disclosure Statement, Judge Lyons
instructs the Debtors' voting agent to:

   -- mail the Solicitation Packages no later than July 12, 2004;
      and

   -- file with the Court on or before December 3, 2004, a
      certification of the tabulation of the Ballots by the
      Voting Agent.  The Certificate will:

      (a) contain the amount and number of Claims and Equity
          Interests in each class entitled to vote on the Plan,
          voting to accept or reject the Plan;

      (b) contain the amount of votes that accept or reject the
          Plan separately for each disease category in the Voting
          Procedures with respect to Asbestos Personal Injury
          Claims;

      (c) list, by class, any Ballots excluded from tabulation
          pursuant to the Voting Procedures; and

      (d) contain a list of all claimants that the Voting Agent
          contacted to cure defects pursuant to the Voting
          Procedures.

The Voting Deadline will be November 3, 2004.

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)


FULLETON-PACIFIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fulleton-Pacific Corp.
        dba Fulleton-Pacific Construction
        P.O. Box 518
        Ellensburg, Washington 98926

Bankruptcy Case No.: 04-04548

Type of Business: The Debtor is a general contractor.

Chapter 11 Petition Date: June 9, 2004

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A Rossmeissl

Debtor's Counsel: Gregg R. Smith, Esq.
                  West 905 Riverside Suite 409
                  Spokane, WA 99201
                  Tel: 509-456-0883

Total Assets: Unstated

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $495,812
Attn: Insolvency Div.
915 Second Avenue
M/S W244
Seattle, WA 98174

State of California                         $53,080

State of Arizona                            $45,990

WA ST Employ. Sec. Dept.                    $43,915

Standard Paint & Wallpaper                  $38,314

Central Washington Concrete                 $29,403

DMI Drilling                                $25,871

Larson & Perkins PLLC                       $14,666

Primary Electrical Svc.                     $13,384

First Nat. Bank of Omaha                    $10,938

WA ST Dept. Labor & Indus.                  $10,564

Day Wireless-Valley Comm.                   $10,526

Metrofueling Inc.                            $9,736

Trimble Navigation Inc.                      $8,795

Spectra Precision Inc.                       $8,766

Paintsmith Company                           $8,240

First Nat. Bank of Omaha                     $5,378

Qwest Dex                                    $5,304

AGC of Washington                            $5,000

B&S Enterprises                              $4,805           


GADZOOKS INC: DKR Oasis Management Holds 7.85% Equity Stake
-----------------------------------------------------------
An aggregate of 219,989 shares of Gadzooks, Inc.'s common stock
and 2,700,000 of the Company's Private Placement Corporate Bonds
convertible to 540,000 shares of common stock are beneficially
owned by DKR Oasis Management Company LP (DKROMC) as the
investment advisor to a fund managed by DKROMC.  

DKR Capital Partners LP., a registered investment adviser, is the
managing General Partners to DKROMC.  

The percentage of securities owned, 7.85%, is calculated by
dividing the 759,989 shares of common stock by 9,140,000
(representing shares outstanding based on the latest informaion
available at Bloomberg) plus 540,000 (which represents the number
of shares upon conversion of the bonds).

The entities owning the stock also hold sole voting and
dispositive power over the securities, i.e., 219,989 shares of
common stock, 2,700,000 Private Placement Corporate Bonds
convertible into 540,000 shares of common stock.

Headquartered in Carrollton, Texas, Gadzooks, Inc.
-- http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18.  The Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486).  Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GATEWAY INC: Expects Narrower Net Loss in Second Quarter
--------------------------------------------------------
Gateway, Inc. said that it expects to report an operating loss for
the quarter ending June 30, 2004 that is narrower than its
previous guidance range, and revenue that exceeds guidance.

The company said it anticipates an operating loss of 13 cents to
14 cents per share, compared with previous guidance of a loss of
15 cents per share. This does not include the impact of previously
announced restructuring and transformation costs, which are
estimated to be approximately $250 million to $300 million,
resulting in a loss of 80 cents to 94 cents per share. These costs
are included in the company's previous statement that it expects
total restructuring and transformation costs for the full year of
$425 million to $475 million.

Gateway expects revenue in the second quarter to be $860 million
to $880 million, compared with its previous guidance of $798
million.

The company attributed its revenue performance to better than
expected sales across most of its segments, particularly
Professional and Retail.

It attributed its narrower operating loss to increased revenue and
continued progress in reducing selling, general and administrative
(SG&A) costs, which were somewhat offset by pricing pressure in
Professional and rebates in Retail.

                         About Gateway

Since its founding in 1985, Gateway (NYSE: GTW) (S&P, B+ Corporate
Credit Rating, Stable) has been a technology and direct-marketing
pioneer, using its call centers, web site, direct sales force and
retail alliances to build great customer relationships. Gateway
offers consumers, businesses and schools a wide range of thin TVs,
digital cameras, home networking products, servers, storage and
other products, which work together seamlessly with its award-
winning line of eMachines and Gateway PCs. Its products and
services received nearly 130 awards and honors last year. With its
acquisition of eMachines now complete, Gateway is the third
largest PC company in the U.S. and among the top ten worldwide.
Visit http://www.gateway.comfor more information.  

                          *   *   *

                Liquidity and Capital Resources

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

"Gateway used $106 million in net cash in support of operations
for the first quarter of 2004 primarily reflecting a net loss of
$169 million and a net use of $104 million to pay outstanding
payables and accrued liabilities, royalties and rebates, offset by
$108 million in non-cash depreciation and other charges and $59
million in declines in inventories, accounts receivable and other
assets, net for the quarter. These amounts are net of the effects
of the eMachines' acquisition. This compares with $164 million in
cash provided by operating activities in the first quarter of
2003, which resulted from a net loss of $198 million and $127
million used to pay outstanding payables, offset by $92 million in
non-cash depreciation and other charges, a $63 million decline in
receivables and inventories and a $334 million tax refund.

"For the first quarter 2004, we liquidated a net $125 million in
marketable securities as compared with $208 million purchased for
the same period, last year. Additionally, we paid $38 million in
cash related to the eMachines acquisition, net of the $3 million
in existing eMachines cash acquired through the transaction. We
spent $10 million on fixed assets during the first quarter of 2004
as compared with $14 million for the same period last year.

"Stock option exercises generated approximately $1 million in cash
for the first quarter 2004. See Note 3 to the financial statements
for further discussion of changes in significant balance sheet
items for the first quarter of 2004.

"As of March 31, 2004, approximately $39 million of our cash and
marketable securities is restricted to provide for certain
commitments and contingencies, including $31 million in Standby
Letters of Credit and Guarantees.

"The cash outlays associated with the restructuring and
transformation initiatives are estimated to be approximately $200
million, approximately $170 million of which will be incurred in
the full year 2004. This is in addition to cash outlays from prior
restructuring programs of approximately $30 million projected for
2004.

"We believe that our current sources of working capital provide
adequate flexibility for our financial needs for at least the next
twelve months. However, any projections of future financial needs
and sources of working capital are subject to uncertainty."


HARRY'S AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Harry's Automotive, L.L.C.
        7744 Culebra Road
        San Antonio, Texas 78251

Bankruptcy Case No.: 04-53420

Type of Business: The Debtor provides Automobile Repairing &
                  Services.
                  See http://www.harrys-automotive.com/

Chapter 11 Petition Date: June 14, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William B. Kingman, Esq.
                  Law Offices of William B. Kingman, P.C.
                  7801 Broadway #200
                  San Antonio, TX 78209
                  Tel: 210-829-1199

Total Assets: $517,680

Total Debts:  $1,068,950

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Steve Seale                   Land and Improvements     $515,000
P.O. Box 1200                 7744 Culebra Rd.
Helotes, TX 78023             Secured Value:
                              $508,000

US Bancorp                                               $60,102

Internal Revenue Service      Land and Improvements      $41,281
                              7744 Culebra Rd.
                              Secured Value:
                              $508,000

Bank One                                                 $40,884

Sterling Bank                                            $12,400

Capital One                                               $8,137

Full Service                                              $7,306

Nationwide Credit                                         $6,447

Mitchell 1                                                $2,447

High Tech Transmission                                    $1,775

Area Wholesale Tires                                      $1,487

Baytree Insurance                                         $1,223

LeaseComm                                                 $1,033

Interstate Battery                                        $1,000

Household Bank                                              $735

Smith Chevrolet                                             $659

Honda Financial                                             $570

Cingular                                                    $570

Lone Star Radiator                                          $481

Unifirst Corp.                                              $415


HAYES LEMMERZ: HLI Trust Settles 21 Avoidance Claims For $735,520
-----------------------------------------------------------------
The HLI Creditor Trust asks the Court to approve the settlement
of 21 avoidance claims aggregating $735,520:

    Vendor                                            Amount
    ------                                            ------
    A&B Flooring, Inc.                                $9,000
    Cooper-Standard Automotive, Inc.                 133,653
    Emergent Systems Corp                              4,800
    Forberg Scientific, Inc.                           9,500
    Hoosier Gasket Corporation                        12,500
    International Paper Company (XPEDX)               13,000
    Jemberg Industries, Inc.                          30,000
    JSB Sheet Metal, Inc. d/b/a Midway Sheet Metal     9,012
    Lord Corporation                                   7,500
    Louis Padnos Iron and Metal Co.                  250,000
    Machine Tool Systems, Inc.                        15,000
    May Tool & Told Co.                               10,750
    Praxair Distribution, Inc.                        55,000
    Rack Processing Company, Inc.                      7,305
    R2 Technology Inc.                                20,000
    S&W Rack Company, Inc.                            25,000
    SurfControl, Inc.                                  7,000
    Thompson Creek Materials                          20,500
    Topflight Corporation                              9,500
    Vista Sales Co., Inc.                             71,500
    Vorwerk Autotec GMBH & Co. KG                     15,000

(Hayes Lemmerz Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HAYNES INTERNATIONAL: Disclosure Statement Hearing Set for June 28
------------------------------------------------------------------
On May 25, 2004, Haynes International and its debtor affiliates
filed a Disclosure Statement explaining their Joint Plan of
Reorganization with the U.S. Bankruptcy Court for the Southern
District of Indiana.

The Honorable Anthony J. Metz III will convene a hearing to
consider the adequacy of the Debtors' Disclosure Statement on
June 28, 2004, at 1:30 p.m., in Courtroom 311.

Any objections to the Disclosure Statement should be filed no
later than 5:00 p.m. on June 21, 2004, with the Clerk of Court and
served on:

     Counsel to the Debtors:
          John Wm. Butler, Jr., Esq.
          J. Eric Ivester, Esq.
          Skadden, Arps, Slate, Meagher & Flom LLP
          333 West Wacker Drive, Suite 2100
          Chicago, Illinois 60606

          Jeffrey A. Hokanson, Esq.
          Ice Miller
          One American Square
          Box 82001
          Indianapolis, Indiana 46282-0002

     The Office of the United States Trustee:
          U.S. Department of Justice
          Southern District of Indiana
          101 West Ohio Street, Suite 1000
          Indianapolis, Indiana 46204

     Counsel for the Creditors' Committee:
          Michael Stamer, Esq.
          Akin, Gump, Strauss, Hauer, & Feld, LLP
          590 Madison Avenue
          New York, New York, 10002

          James M. Carr, Esq.
          Baker & Daniels
          300 North Meridian Street
          Indianapolis, Indiana 46204

     Counsel for the postpetition lenders:
          Jonathon N. Helfat, Esq.
          Otterbourg, Steindler, Houston & Rosen, P.C.
          230 Park Avenue, 29th Floor
          New York, New York 10169

          Deborah L. Thorne, Esq.
          Barnes & Thornburg
          One North Wacker Drive, Suite 4400
          Chicago, Illinois 60606

          Michael K. McCrory, Esq.
          Barnes & Thornburg
          11 South Meridian Street
          Indianapolis, Indiana 46204

     Counsel for Blackstone:
          Wilson S. Neely, Esq.
          Simpson Thatcher & Bartlett LLP
          425 Lexington Avenue
          New York, New York 10017

Copies of the Plan, the Disclosure Statement, and the Solicitation
Procedures Order may be viewed at the office of the Clerk of Court
or at http://www.ilnb.uscourts.gov/or contacting:

               Kurtzman Carson Consultants LLC
               Attn: Haynes International Inc.
               12910 Culver Boulevard, Suite 1
               Los Angeles, California 90066
               Telephone (866) 381-9100

The Dislcosure Statement and Plan may also be obtained at
http://www.kccllc.net/haynes

Haynes International, Inc., develops, manufactures and markets
technologically advances, high performance alloys primarily for
use in the aerospace and chemical processing industries. The
company, along with its affiliates, filed for chapter 11
protection (Bankr. S.D. Ind. Case No. 04-05264) on March 29, 2004
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
and Jeffrey A. Hokanson, Esq., at Ice Miller represent the Debtors
in their restructuring efforts.  When Haynes filed for chapter 11
protection, it listed total assets of $187,000,000 and total debts
of $362,000,000.


HOLLINGER INC: Provides Financial Report Status Update
------------------------------------------------------
Hollinger Inc. (TSX:HLG.C) (TSX:HLG.PR.B) provides the following
update in accordance with the guidelines pursuant to which the
June 1, 2004 management and insider cease trade order was issued.
These guidelines contemplate that Hollinger will normally provide
bi-weekly updates on its affairs until such time as it is current
with its filing obligations under applicable Canadian securities
laws.

Hollinger continues to devote resources to the completion and
filing of its financial statements as soon as practicable.
Hollinger has made further requests for access to Hollinger
International Inc.'s financial records, its management personnel
and the working papers of Hollinger International Inc.'s auditors
in order to allow for the preparation and audit of Hollinger's
financial statements. In the event that such access is not
forthcoming in the near future, Hollinger intends to take such
further steps as it deems necessary or appropriate in order to
compel such access.

In the interim, Hollinger intends to release alternative financial
statements within the next several weeks. Such financial
statements will include unaudited annual financial statements for
the year ended December 31, 2003 and unaudited interim financial
statements for the first quarter ended March 31, 2004.

As a result of the continuing lack of co-operation from Hollinger
International Inc., Hollinger will also be delayed in filing its
annual report on Form 20-F (which is required to include audited
annual financial statements) for the year ended December 31, 2003
with the United States Securities and Exchange Commission by the
required filing date under applicable United States securities
laws, namely June 30, 2004. The failure by Hollinger to file its
annual report with the SEC by that date will, absent relief from
the holders of Hollinger's senior secured notes due 2011, result
in a default under the terms of the indenture governing the Notes.
Until the default is remedied or a waiver is provided by holders
of the Notes, the terms of the Indenture will prevent Hollinger
from honouring retractions of its Retractable Common Shares and
Series II Preference Shares on and after July 1, 2004.

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

                         *   *   *

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


HOLLINGER INT'L: Reports Internal Review at The Chicago Sun-Times
-----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) announced that the Audit
Committee of its Board of Directors is conducting an internal
review into practices that resulted in the overstatement of
circulation figures for The Chicago Sun-Times over the past
several years. The Audit Committee is being assisted in the
review by outside counsel Gardner Carton & Douglas LLP as well as
the Company's in-house corporate counsel, and expects that its
review could be completed by the end of next month.

The Company stated that among the efforts undertaken by the new
leadership at The Chicago Sun-Times has been a focus on ensuring
the accuracy of circulation figures reported to the Audit Bureau
of Circulation. The review of the newspaper's circulation
reporting practices intensified following a previously announced
daily, single-copy price increase that went into effect on April
1, 2004, and issues with previously reported circulation figures
were discovered. At that time, the Audit Committee, with the full
support of the Company's management, immediately commenced its own
review of the matter, in which significant progress has been made
to date. The Sun-Times has discontinued the practices believed to
have led to the overstated circulation reporting.

The Company also stated that, in light of its ongoing strategic
process, it conducted an internal inquiry into circulation figure
reporting at the Company's U.K. subsidiaries that publish The
Telegraph and Sunday Telegraph. The Audit Committee has reviewed
its findings and has confirmed that none of these practices found
at the Sun-Times were employed at these publications.

The Company said that it does not intend to issue any further
announcements concerning the Sun-Times circulation matter until
the review is complete.

                         *     *     *

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.


HOLMES BROTHERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Holmes Brothers Enterprises, Inc.
        5474 Nansemond Parkway
        Suffolk, Virginia 23435

Bankruptcy Case No.: 04-73497

Type of Business: The Debtor provides equipment maintenance,
                  repair and rebuilding services.
                  See http://www.holmesbrosent.com/

Chapter 11 Petition Date: June 3, 2004

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P. C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: 757-222-2224
                  Fax: 757-333-3390

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
IRS Special Procedures                     $750,000
Support Staff
PO Box 10025
Richmond, VA 23240-0025

Wiliams Mullen Clark                       $105,725

Flowererve/Harley Valve                     $37,564

EMS Industrial Inc.                         $27,112

Lockwood Brothers, Inc.                     $21,110

B&D Boilers                                 $12,448

C &T Marine Corp.                           $11,800

BRFC                                        $11,405

Eggleston Smith PC                          $11,015

Rolls-Royce Naval Mari                       $6,953

Accurate Marine Environmental                $6,876

EMS Ice                                      $6,800

Lee Engineering Supply Co.                   $6,000

Goodman & Company                            $4,158

Steel Service                                $3,396

RM Felts                                     $3,683

Sunbelt Equipment                            $2,989

Q.E.D. Systems, Inc.                         $2,860

Bay City Marine, Inc.                        $2,750

Consolidated Container Systems               $2,520


HORIZON NATURAL: Bankruptcy Court Approves Bidding Procedures
-------------------------------------------------------------
Horizon Natural Resources Company announced that the United States
Bankruptcy Court has approved procedures for soliciting competing
bids and conducting an auction for the sale of a substantial
portion of Horizon's assets in connection with its proposed
chapter 11 reorganization plan.

Pursuant to the asset purchase agreement filed with the Bankruptcy
Court on June 2, 2004, Newcoal LLC, a company formed by Wilbur L.
Ross and four other investors who collectively own a majority of
Horizon's Second Tier Secured Notes, has agreed to acquire a
significant portion of the operating assets of Horizon. The
agreement includes a cash purchase price of up to $255 million,
payment of up to $5 million of cure costs, a guarantee that
proceeds of at least $17 million will be collected for certain
accounts receivable and inventory that are not part of the
purchased assets, and the assumption of certain liabilities.
Newcoal LLC was approved as the stalking horse bidder by the
Bankruptcy Court.

If approved by the Bankruptcy Court as the highest and best bidder
after an auction, Mr. Ross will assume operational and management
control of Newcoal LLC. The five investors will backstop an equity
rights offering to all of Horizon's Second Tier Noteholders, and
upon consummation Mr. Ross will own at least 10% of Newcoal LLC.
His final ownership position will be determined by the extent to
which other holders subscribe.

Competing offers to acquire the assets designated for purchase by
Newcoal LLC, or any other combination of Horizon's assets, are due
on July 13, 2004, with an auction scheduled for August 17, 2004 in
Lexington, Ky. Interested parties are encouraged to contact
Horizon's financial advisor for more information. Inquiries should
be directed to:

          Miller Buckfire Lewis Ying & Co., LLC
          250 Park Avenue, 19th Floor
          New York, New York, 10177
          Attn: Roopesh Shah
          Telephone (212) 895-1858

Scott Tepper, CEO of Horizon, said, "We are pleased to be on track
toward an active auction, as we seek to consummate a transaction
or series of transactions that provide the maximum return to the
estate and to all of our creditors."

               About Horizon Natural Resources

Horizon Natural Resources Company conducts mining operations in
four states at 20 locations:

     * Central Appalachian operations include all of the company's
       mining operations in southern West Virginia and Kentucky,
       currently totaling 16 surface and underground mines.

     * Mid-western operations include mining in Illinois and
       Indiana, currently totaling four surface and underground
       mines.


HUNTSMAN INTERNATIONAL: S&P Rates Senior Secured Bank Loan at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
bank loan rating and a recovery rating of '3' to Huntsman
International LLC's proposed $1.74 billion of senior secured
credit facilities, based on preliminary terms and conditions.

The 'B' rating is at the same level as the corporate credit rating
for Huntsman International Holdings LLC, the parent of Huntsman
International; this and the '3' recovery rating indicate a
meaningful (50%-80%) recovery of principal in the event of a
default.

At the same time, Standard & Poor's affirmed its existing ratings
for Huntsman International Holdings LLC (B/Stable/--) and its
affiliate, Huntsman International (B-/Stable/--). The outlook is
stable.

Proceeds from the new credit facilities will be used to refinance
all existing borrowings under the existing senior bank credit
facilities, to provide funds for the potential construction of a
low density polyethylene plant in Teesside, U.K., and for other
corporate purposes. Salt Lake City, Utah-based Huntsman
International Holdings LLC currently has over $3.8 billion of
debt.
    
"The ratings on Huntsman International Holdings LLC and its
subsidiary Huntsman International LLC reflect a highly aggressive
financial profile, the credit position of its parent, HMP Equity
Holdings Corp., and vulnerability to industry cyclicality, which
substantially outweigh good positions in several chemical
markets," said Standard & Poor's credit analyst Kyle Loughlin.

The company generates annual sales of more than $5.4 billion, and
has production capacity and sales distribution across North
America, Western Europe, and Asia. Credit quality is supported by
an average business profile that reflects significant end-market
and geographic diversity that tempers the effects of product
cycles, although an onerous debt burden heightens credit exposure
to temporary operating shortfalls. Huntsman International also
benefits from strong market shares in global product categories,
expertise in process technology and product development, and
large facilities with competitive production economics.


INT'L FIBERCOM: Trustee Makes Interim Distribution to Bank Lenders
------------------------------------------------------------------
LSB Corporation, (NASDAQ-LSBX), reports the receipt of
$2.5 million on a U.S. Bankruptcy Judge's Order [in International
Fibercom, Inc.'s bankruptcy proceeding] on the Trustee's Motion
for authorization to make an interim distribution in a case in
which [LSB's] wholly owned subsidiary, Lawrence Savings Bank, is a
secured creditor.

The $2.5 million distribution has been recorded as income by the
Bank on June 15, 2004.  The Bank has agreed to return any of the
interim distribution as would be necessary to pay additional taxes
imposed on the bankruptcy estate in the event reserves set aside
for expenses and taxes are insufficient.  LSB first reported the
Bankruptcy Trustee's Motion seeking authorization from the U.S.
Bankruptcy Judge for an interim distribution to creditors in a
press release dated February 26, 2004.

The amount of the interim distribution has not previously been
recognized in the Company's Consolidated Financial Statements. The
diluted earnings per share impact of the interim distribution is
approximately $0.35 per share based on average dilutive shares
outstanding for March 31, 2004.

International Fibercom, Inc., and its debtor-affiliates filed for
chapter 11 protection on February 13, 2002 (Bankr. Ariz. Case No.
02-02143).  The company sold its assets in April 2002, and the
case was converted to a chapter 7 liquidation proceeding later
that year.  


J.P. MORGAN: Fitch Affirms Low Ratings on 6 2001-C1 Classes
-----------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s mortgage pass-through certificates, series
2001-C1 as follows:

     --$47.7 million class B to 'AA+' from 'AA';
     --$21.9 million class C to 'AA' from 'AA-';
     --$21.9 million class D to 'A+' from 'A';
     --$12.9 million class E to 'A' from 'A-'.

Additionally, the following classes are affirmed by Fitch:

     --$19.1 million class A-1 'AAA';
     --$156.2 million class A-2 'AAA';
     --$603.7 million class A-3 'AAA';
     --Interest only classes X-1 and X-2 'AAA';
     --$25.8 million class F 'BBB';
     --$12.9 million class G 'BBB-';
     --$21.9 million class H 'BB+';
     --$9.0 million class J 'BB';
     --$6.4 million class K 'BB-';
     --$10.3 million class L 'B+';
     --$5.2 million class M 'B';
     --$5.2 million class N 'CCC';
     --$32.7 million class NC-1 'A';
     --$6.7 million class NC-2 'A-'.

Fitch does not rate the $19.3 million class NR certificates.

The upgrades reflect both the increased credit enhancement levels
from loan payoffs and amortization and the subordination levels of
deals with similar characteristics issued on June 15, 2004.

As of the June 2004 distribution date, the pool's aggregate
principal balance has decreased by 3.0% to $1.04 billion from
$1.07 billion at issuance.

Midland Loan Services L.P., the master servicer, collected year-
end 2003 operating statements for 88% of the pool. The YE 2003
weighted average debt service coverage ratio for these loans
declined to 1.42 times (x), compared to 1.51x as of YE 2002.
Thirteen loans (5.8%) had a YE 2003 DSCR below 1.0x.

Currently, seven loans (3.7%) are in special servicing, including
two 60 days delinquent (0.3%), two 90 days delinquent (0.4%) and
three real estate owned (REO) (3.1%) loans. The three largest
specially serviced loans are REO. The three REO loans include
Salado at Walnut Creek (1.2%), Falls at Quail Lake Apartments
(1.0%), and Woods Edge Apartments (0.9%), which are secured by
multifamily properties located in Austin, TX, Colorado Springs, CO
and Painted Post, NY, respectively. The special servicer, Midland,
is working to stabilize the properties before listing them for
sale. Fitch projects a loss will be incurred for all three REO
loans at the time of disposition from the trust.

Fitch reviewed the performance of the Newport Centre loan (15.3%).
The loan is secured by a 920,000 square foot regional mall, of
which 386,587 is in-line space and the actual collateral of the
loan, located in Jersey City, NJ. The Fitch stressed DSCR is
calculated using servicer provided net operating income less
reserves divided by Fitch stressed debt service payment. The YE
2003 DSCR is 1.44x, compared to 1.39x as of YE 2002 and 1.59x at
issuance. Occupancy has remained stable at 97%. Given the stable
performance of this loan it maintains an investment-grade credit
assessment. The ratings on classes NC-1 and NC-2, which are based
on the subordinate interest in the Newport Center loan, are
affirmed.


JILLIAN'S ENTERTAINMENT: Kirkland & Ellis Serves as Attorneys
-------------------------------------------------------------
Jillian's Entertainment Holdings, Inc., and its debtor-affiliates
ask permission from the U.S. Bankruptcy Court for the Western
District of Kentucky, Louisville Division, to employ Kirkland &
Ellis LLP as their attorneys in their chapter 11 cases.  

The Debtors expect Kirkland & Ellis to:

   a) advise tire Debtors with respect to their powers and
      duties as debtors in possession in the continued
      management and operation of their businesses and
      properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against
      the Debtors and representing the Debtors' interests in
      negotiations concerning all litigation in which the
      Debtors are involved, including but not limited to,
      objections to claims filed against the estates;

   d) prepare all motions, applications, answers, orders,
      reports and papers necessary to the administration of the
      Chapter 11 Cases and to the Debtors' estates;

   e) take any necessary action on behalf of the Debtors to
      obtain confirmation of the Debtors' plan of
      reorganization;

   f) represent the Debtors in connection with obtaining
      postpetition loans;

   g) advise and assist the Debtors in connection with any
      potential sale of assets;

   h) appear before this Court and any appellate courts and
      protect the Debtors' interests with regard to the same;

   i) consult with the Debtors regarding tax matters; and

   j) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with the Chapter 11 Cases.

Kirkland & Ellis' hourly rates are set at a level designed to
fairly compensate K&E for the work of its attorneys and paralegals
and to cover fixed and routine overhead expenses:

         Designation         Billing Rate
         -----------         ------------
         Partners            $425 - $950 an hour
         Of Counsel          $325 - $740 an hour
         Associates          $235 - $540 an hour
         Paraprofessionals   $ 90 - $280 an hour

The professionals presently expected to have primary
responsibility for providing services to the Debtors are:

   Names                         Positions        Hourly Rates
   -----                         ---------        ------------
   James H.M. Sprayregen, P.C.   Partner          $765 per hour
   James W. Kapp III             Partner          $545 per hour
   Ryan S. Nadick                Senior Associate $440 per hour
   Scott R. Zenmick              Associate        $360 per hour
   Sven T. Nylen                 Associate        $320 per hour
   Claude Wm. Innis              Paralegal        $210 per hour

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.


KB TOYS INC: Deadline for Filing Proofs Of Claim is July 16
-----------------------------------------------------------
On April 27, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order establishing a deadline by which all
creditors must file their proofs of claim against KB Toys, Inc.
and its debtor-affiliates.

July 16, 2004, at 4:00 p.m. is the last date to file proofs of
claim against the Debtors.  Claim forms must be delivered to:

  If sent by mail:              If sent by overnight courier:
  ----------------              -----------------------------
  KB Toys Claims Processing     Bankruptcy Services LLC
  c/o Bankruptcy Services LLC   Attn: KB Toys Claims Processing
  P.O. Box 5071, FDR Station    757 Third Avenue, 3rd Floor
  New York, NY 10150-5071       New York, NY 10017

Claims filed by a governmental unit must be filed on or before
August 17, 2004 at 4:00 p.m.

Proofs of claim need not be filed on account of claims:

     (a)  already properly field;
     (b)  listed on any of the Debtor's Schedules;
     (c)  previously allowed by the Court;
     (d)  expense of administration;
     (e)  from one of the debtors or any direct and indirect
          subsidiary; and
     (d)  from an entity that has an interest in the debtor

Proof of claim forms can be obtained at http://www.kbtinfo.com/

The Debtors' Schedules and additional information can be obtained
at the office of the Clerk of Court or at http://www.bsillc.com

KB Toys, Inc. -- http://www.kbtoys.com/-- is one of the largest  
combined mall-based and online specialty toy retailers in the US,
operating more than 1,300 stores under four main formats: KB Toys
stores in malls, KB Toy Works neighborhood stores, KB Toy Outlets
and KB Toy Liquidator in outlet malls, and KB Toy Express. The
company filed for chapter 11 protection (Bankr. Del. Case No.
04-10120) on January 14, 2004.  Joel A. Waite, Esq., at Young,
Conaway, Stargatt, & Taylor, represents the toy retailer.


KIWA BIO-TECH: Grobstein Horwath Replaces Pritchett as Accountants
------------------------------------------------------------------
On May 5, 2004, the Board of Directors of Kiwa Bio-Tech Group
Corporation resolved to dismiss Pritchett, Siler & Hardy, P.C. as
its independent public accountants.  In addition,  on May 5, 2004,
the Company's Board of Directors resolved to engage Grobstein,
Horwath & Company LLP as the Company's new independent accountants
to audit its financial statements for the fiscal year ended
December 31, 2004. The change was made as a result of the
previously  announced merger of the Kiwa Bio-Tech and Kiwa Bio-
Tech Products Group, Ltd., which became effective on March 12,
2004.

Pritchett, Siler & Hardy, P.C.'s report on the Company's
consolidated financial statements for the fiscal year ended
December 31, 2003, included an explanatory paragraph expressing
concern about the Company's ability to continue as a going
concern.  


LANTIS EYEWEAR: Creditors Must File Claims by July 12, 2004
-----------------------------------------------------------
Lantis Eyewear Corporation, asks the U.S. Bankruptcy Court for the
Southern District of New York to set July 12, 2004, as the
deadline for all creditors (and set November 26, 2004 for
governmental entities) owed money on account of claims arising
prior to May 25, 2004 against the Debtor to file their proofs of
claim.

The fixing of the Bar Date will allow the Debtor and any official
committee of creditors to receive, process and conduct a
preliminary analysis of creditors' claims prior to the proposed
sale of the Debtor's assets.  Thus, any official committee of
creditors will be better able to evaluate the terms of the sale
and estimate the amount of sale proceeds available for
distribution to unsecured creditors in the Debtor's chapter 11
case.

Creditors must file written proofs of claim on or before the
Claims Bar Date or be forever barred from asserting that claim.  

Six categories of claims are exempted from the Bar Date:

     (a) claims already properly filed;

     (b) claims scheduled in the right amount and not disputed,
         contingent or unliquidated;

     (c) claims previously allowed by the Bankruptcy Court;

     (d) claims already paid in full;

     (e) intercompany claims; and

     (f) administrative expense claims.  

The Debtor proposes that Bankruptcy Services LLC, as its claims
and noticing agent, will prepare and mail individualized Proof of
Claims Forms together with the bar date notice to creditors.  

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.


LANTIS EYEWEAR: Gets Okay to Hire Riker Danzig as Attorneys
-----------------------------------------------------------
Lantis Eyewear Corporation sought and obtained approval from the
U.S. Bankruptcy Court for the Southern District of New York to
retain Riker, Danzig, Scherer, Hyland & Perretti LLP as its
counsel.

Riker Danzig will:

   a) assist the Debtor, to the extent necessary, in preparing
      schedules of assets and liabilities and statement of
      financial affairs;

   b) provide legal advice to the Debtor with respect to its
      powers and duties as a debtor-in-possession of its assets
      and financial affairs;

   c) prepare, on the Debtor's behalf, all necessary
      applications, motions, answers, responses, orders and
      other legal papers required in connection with the
      administration of the chapter 11 estate, including any
      contested motions and adversary proceedings that may arise
      in the Debtor's bankruptcy case;

   d) appear before the Bankruptcy Court (and any other court)
      to represent and protect the Debtor's interests and estate
      except as to matters assigned to other retained counsel;

   e) represent the Debtor in any adversary proceeding, either
      commenced by or against the Debtor;

   f) assist the Debtor in negotiating and consummating any sale
      of its assets outside of a plan;

   g) assist the Debtor in negotiating a plan or plans of
      reorganization with its creditors and perform all legal
      services necessary to obtain creditor approval,
      confirmation and implementation of such plan;

   h) counsel and represent the Debtor concerning the
      assumption, modification or rejection of any executory
      contracts and unexpired leases, administration of claims,
      and numerous other bankruptcy-related matters arising from
      this case; and

   i) perform all other legal services for the Debtor, as a
      debtor-in-possession, which may be desirable and necessary
      for Debtor and coordinating the efforts of others engaged
      in efficiently prosecuting the administration of this
      chapter 11 case.

The Debtor has selected Riker Danzig because of its considerable
experience in business reorganizations and in other areas of law
applicable to this chapter 11 proceeding.

Riker Danzig is also familiar with the Debtor's affairs and many
of the potential legal issues which may arise in the context of
this case as a result of the firm's existing representation of the
Debtor and the work done in preparation for these proceedings.

J. Alex Kress, Esq., reports that the firm will bill the Debtor
its current hourly rates of:

         Designation                    Billing Rate
         -----------                    ------------
         partners, counsel and
           "of counsel,"                $250 to $495 per hour
         associates                     $150 to $260 per hour
         paralegals and paralegals      $90 to $135 per hour

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.


LENNAR CORP: Reports 26% Increase in Net Earnings for Q2 2004
-------------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B), one of the nation's
largest homebuilders, reported earnings for its second quarter
ended May 31, 2004. Second quarter net earnings in 2004 were
$201.4 million, or $1.22 per share diluted, compared to net
earnings of $160.3 million, or $1.02 per share diluted, in 2003.

Stuart Miller, President and Chief Executive Officer of Lennar
Corporation, said, "We are very pleased to report record results
again for our second quarter with net earnings growth of 26%, an
increase in revenues of 11% and backlog dollar value up 39% over
the prior year.  These strong results were attributable to both
improving homebuilding gross margins and strong land sales, which
counterbalanced lower financial services results that were
impacted by higher interest rates and the resulting national
pullback in refinance activity.  By paring down our land base in
the wake of the Newhall acquisition last quarter, we have
continued to position our balance sheet and our company for future
growth and participation in consolidation activity in the
industry."

Mr. Miller continued, "New home sales activity continued to point
to a strong homebuilding market as we saw our sales pace increase
17% year-over-year for the quarter.  In today's environment, we,
along with the other large homebuilders, are continuing to
leverage size to offset the impact of higher interest rates,
higher building costs and a shortage of certain building
materials.  As the industry continues to consolidate, the largest
homebuilders are positioned to best manage these challenges
through process improvement and cost reduction and, therefore,
should continue to outperform.  Lennar is strategically positioned
with a strong balance sheet and strategic approach to capitalizing
on both organic and acquisitive growth opportunities."

Mr. Miller concluded, "Our record-level $5.9 billion backlog gives
us excellent visibility for the remainder of fiscal 2004 and we
are comfortable increasing our 2004 earnings per share goal to
$5.50 from $5.30 per share. Given our strong balance sheet,
consistent cash flows and disciplined land strategy, we remain
well positioned for future growth."
   
                         Results Of Operations

                 Three Months Ended May 31, 2004 Compared To
                       Three Months Ended May 31, 2003

Homebuilding

Revenues from home sales increased 9% in the second quarter of
2004 to $2.1 billion from $1.9 billion in 2003.  Revenues were
higher due primarily to a 5% increase in the number of home
deliveries and a 4% increase in average sales price on homes
delivered.  New home deliveries increased to 7,765 homes in the
second quarter of 2004 from 7,385 homes last year.  In the second
quarter of 2004, new home deliveries were higher in each of the
Company's regions, compared to 2003. The average sales price on
homes delivered increased to $266,000 in the second quarter of
2004 from $257,000 in 2003.

Gross margins on home sales were $483.7 million, or 23.4%, in the
second quarter of 2004, compared to $430.3 million, or 22.7%, in
2003. Margins were positively impacted by an improvement in the
Company's East and Central Regions, combined with lower interest
costs due to a lower debt leverage ratio while the Company
continued to grow.

Selling, general and administrative expenses as a percentage of
revenues from home sales were 12.1% in the second quarter of 2004,
compared to 11.3% in 2003.  The increase in 2004 was primarily due
to higher personnel-related expenses resulting from increased land
sales, compared to the same period last year.

Revenues and gross margins on land sales totaled $147.0 million
and $56.5 million, or 38.5%, respectively, in the second quarter
of 2004, compared to $72.0 million and $13.0 million, or 18.0%,
respectively, in 2003. Margins were positively impacted by each of
the Company's regions, with a strong contribution from the
Company's East Region.  Equity in earnings from unconsolidated
partnerships was $14.0 million in the second quarter of 2004,
compared to $11.3 million last year.  Management fees and other
income, net totaled $18.7 million in the second quarter of 2004,
compared to $5.3 million in 2003.  Sales of land, equity in
earnings from unconsolidated partnerships and management fees and
other income, net may vary significantly from period to period
depending on the timing of land sales and other transactions
entered into by the Company and unconsolidated partnerships in
which it has investments.

Financial Services

Operating earnings for the Financial Services Division were $32.3
million in the second quarter of 2004, compared to $37.2 million
last year. The decline in operating earnings in 2004 was primarily
due to a decrease in refinance transactions and a more competitive
mortgage environment, which resulted in reduced profitability from
the Division's mortgage and title operations, compared to 2003.  
The decline in operating earnings was partially offset by a $6.5
million gain generated from monetizing the majority of the
Division's alarm monitoring contracts.

Corporate General and Administrative Expenses

Corporate general and administrative expenses as a percentage of
total revenues were 1.3% in the second quarter of 2004, compared
to 1.2% last year.

Other Information

Earnings per share amounts and average shares outstanding for 2003
have been adjusted to reflect the effect of the Company's January
2004 two-for-one stock split.  Additionally, diluted earnings per
share in the second quarter of 2004 included 9.0 million shares
related to the Company's 5.125% contingent convertible debt
securities.  These shares were not included in diluted earnings
per share in the second quarter of 2003, because the contingencies
were not met.

Prior year amounts contain reclassifications to conform to the
2004presentation.  These reclassifications had no impact on
reported net earnings. In the three months ended May 31, 2003,
homebuilding results reflect reclassifications that have been made
to interest expense (now included in cost of homes sold and cost
of land sold), equity in earnings from unconsolidated partnerships
and management fees and other income, net.

                Six Months Ended May 31, 2004 Compared To
                     Six Months Ended May 31, 2003

Homebuilding

Revenues from home sales increased 12% in the six months ended
May 31, 2004 to $3.7 billion from $3.3 billion in 2003.  Revenues
were higher due primarily to a 9% increase in the number of home
deliveries and a 2% increase in average sales price on homes
delivered.  New home deliveries increased to 14,260 homes in the
six months ended May 31, 2004 from 13,027 homes last year. In the
six months ended May 31, 2004, new home deliveries were higher in
each of the Company's regions, compared to 2003. The average sales
price on homes delivered increased to $261,000 in the six months
ended May 31, 2004 from $256,000 in 2003.

Gross margins on home sales were $857.5 million, or 23.0%, in the
six months ended May 31, 2004, compared to $744.5 million, or
22.3%, in 2003. Margins were positively impacted by an improvement
in the Company's East and Central Regions, combined with lower
interest costs due to a lower debt leverage ratio while the
Company continued to grow.

Selling, general and administrative expenses as a percentage of
revenues from home sales were 12.2% in the six months ended May
31, 2004, compared to 11.6% in 2003. The increase in 2004 was
primarily due to higher personnel-related expenses resulting from
increased land sales, compared to the same period last year.

Revenues and gross margins on land sales totaled $241.3 million
and $92.2 million, or 38.2%, respectively, in the six months ended
May 31, 2004, compared to $104.2 million and $17.3 million, or
16.6%, respectively, in 2003. Margins were positively impacted by
each of the Company's regions, with a strong contribution from the
Company's East Region.  Equity in earnings from unconsolidated
partnerships was $19.2 million in the six months ended May 31,
2004, compared to $19.9 million last year.  Management fees and
other income, net totaled $36.7 million in the six months ended
May 31, 2004, compared to $10.7 million in 2003.  Sales of land,
equity in earnings from unconsolidated partnerships and management
fees and other income, net may vary significantly from period to
period depending on the timing of land sales and other
transactions entered into by the Company and unconsolidated
partnerships in which it has investments.

Financial Services

Operating earnings for the Financial Services Division were $55.3
million in the six months ended May 31, 2004, compared to $71.5
million last year. The decline in operating earnings in 2004 was
primarily due to a decrease in refinance transactions and a more
competitive mortgage environment, which resulted in reduced
profitability from the Division's mortgage and title operations,
compared to 2003. The decline in operating earnings was partially
offset by a $6.5 million gain generated from monetizing the
majority of the Division's alarm monitoring contracts.

Corporate General and Administrative Expenses

Corporate general and administrative expenses as a percentage of
total revenues were 1.4% in the six months ended May 31, 2004,
compared to 1.3% last year.

Other Information

Earnings per share amounts and average shares outstanding for 2003
have been adjusted to reflect the effect of the Company's January
2004 two-for-one stock split.  Additionally, diluted earnings per
share in the six months ended May 31, 2004 included 9.0 million
shares related to the Company's 5.125% contingent convertible debt
securities.  These shares were not included in diluted earnings
per share in the six months ended May 31, 2003, because the
contingencies were not met.

Prior year amounts contain reclassifications to conform to the
2004 presentation.  These reclassifications had no impact on
reported net earnings. In the six months ended May 31, 2003,
homebuilding results reflect reclassifications that have been made
to interest expense (now included in cost of homes sold and cost
of land sold), equity in earnings from unconsolidated partnerships
and management fees and other income, net.

                      About the Company

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

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

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


LES BOUTIQUES: Distributes Plan of Compromise and Arrangement
-------------------------------------------------------------
Les Boutiques San Francisco Incorporees announces that they
have proceeded Tuesday with the mailing to the creditors of the
plan of compromise and arrangement and the monitor's report
relating thereto, under the Companies' Creditors Arrangement Act.
A copy of the plan and the monitor's report was also sent to the
creditors of Les Ailes de la Mode Incorporees and Les Editions San
Francisco Incorporees.

The meeting of creditors to approve the plan of compromise and
arrangement will be held on July 5, 2004 at 9:30 am at the
Sheraton Center in Montreal, situated at 1201 Rene-Levesque West
Street, as detailed in the notice of meeting sent to the
creditors with the plan of compromise and arrangement.

The plan of compromise and arrangement includes notably the
payment of an aggregate amount to the creditors of the
Corporation of $11.9 million which amounts to about 37% of the
ordinary claims and the payment of an aggregate amount to the
creditors of Les Ailes of $3.7 million which amounts to about 10%
of ordinary claims.  In each case, 50% of the dividend will be
payable in cash within 30 days following the coming into force of
the sanction order, 25% on December 30, 2004 and 25% on July 29,
2005.

The monitor, in its report sent to the creditors, concludes that
the acceptance of the plan of compromise and arrangement by the
creditors of the Corporation, of Les Ailes and of Editions is
more advantageous than the sale of assets, the only alternative.
The monitor recommends to all classes of creditors to vote in
favour of the plan of compromise and arrangement.

The Court orders issued pursuant to the Companies' Creditors
Arrangement Act as well as the reports of RSM Richter Inc., the
monitor designated by the Court, are available at
www.rsmrichter.com. Additional information regarding the
Corporation, including its annual and interim financial
statements, is available through SEDAR at www.sedar.com.  

Les Boutiques San Francisco Incorporees operates 137 stores in
Quebec, Ontario, British Columbia and Alberta under five banners
and targeting as many market segments. The Corporation also
operates a chain of four Les Ailes de La Mode specialty department
stores.


LINDSAY MOVING: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lindsay Moving & Rigging, Inc.
        P.O. Box 75146
        Seattle, Washington 98175-0146

Bankruptcy Case No.: 04-17996

Type of Business: The Debtor is a Structural Mover Company.
                  See http://www.lindsaymoving.com/

Chapter 11 Petition Date: June 14, 2004

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Jerome Shulkin, Esq.
                  Shulkin Hutton Inc. PS
                  425 Pike Street Suite 610
                  Seattle, WA 98101
                  Tel: 206-623-3515

Total Assets: $1,541,416

Total Debts:  $703,807

Debtor's 19 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Ross & Loitz PLLC                           $38,158

Dave Pizur & Associates Ltd.                $34,416

Shaughnessy and Company                     $25,440

Bank of America                             $23,704

Duwamish Marine Center                      $20,000

Bank of America                             $13,644

Bank of America                             $12,111

Qwest                                       $11,148

Ballard Transfer, Inc.                      $10,800

Seattle Truck Repair Inc.                    $9,626

Lynwood Tire Sales & SRV                     $5,940

Verizon Info Services                        $3,992

Johnson & Spurr                              $3,555

Labor Ready NW Inc.                          $2,854

Dennis M. Mooney                             $2,600

Gregory E. Nordholm, P.S.                    $1,352

Capitol Pilots, Inc.                         $1,045

Marine Lumber Service                        $1,040

Gathard Engineering Consulting               $1,020


LSP BATESVILLE: S&P Removes B- Senior Bond Rating from CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch its
'B-' rating on LSP Batesville Funding Corp./LSP Energy L.P.'s
$326 million senior secured bonds. Standard & Poor's removed the
CreditWatch following notice by Aquila Inc. (B-/Negative/--) of
the cancellation of its proposed assignment of a power purchase
agreement to Tor Power, an affiliate of Tyr Energy Inc., an entity
that is not rated. The outlook is negative.

The 'B-' rating reflects the project's exposure to Aquila's credit
risk because Aquila is the off-taker of the project's capacity and
electricity for one third of its total output pursuant to a PPA
and the project relies on payments from Aquila to service its
debt. On April 13, 2004, Aquila sent a letter to LSP Batesville
seeking consent for the assignment of the PPA to a third party.
Standard & Poor's placed the rating on CreditWatch with developing
implications on May 7, 2004. On June 7, 2004, Aquila sent another
letter notifying LSP Batesville of the cancellation of the
proposed request.

"In addition to the risk of the project's exposure to Aquila's
credit risk, the 'B-' rating reflects lower than pro-forma
projection debt service coverage ratios until 2006 and excess
capacity in the U.S. Southeast," said credit analyst Elif Acar.
"The rating also reflects the strengths of the project's excellent
location and access to transmission links, access to low cost
fuel, and long-term PPAs."

The project, a special purpose entity, is an indirect, wholly
owned subsidiary of NRG Energy Inc. (NRG, B+/Stable/--). LSP
Energy L.P. was formed to develop, design, construct, finance,
own, operate, and maintain an 837-MW, natural gas-fired, combined-
cycle plant in Batesville, Mississippi. LSP Batesville Funding
Corp. was established to co-issue the bonds with LSP Energy L.P.
NRG operated and manages the project. On May 7, 2004, NRG publicly
announced that it had reached an agreement to sell its 100%
interest in LSP Batesville to Complete Energy Partners LLC,
which is not rated.


MARKLIN PROPERTIES: Section 341(a) Meeting Slated for July 22
-------------------------------------------------------------
The United States Trustee will convene a meeting of Marklin
Properties LLC's creditors at 10:30 a.m., on July 22, 2004 in the
U.S. Trustee Meeting Room, at 10 E. Broadway, Suite 104, Tucson,
Arizona.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Scottsdale, Arizona, Marklin Properties LLC filed
for chapter 11 protection on May 21, 2004 (Bankr. D. Ariz. Case
No. 04-02566).  Jerry L. Cochran, Esq., at Cochran & Dahl, PC
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$11,167,619 in total assets and $8,355,012 in debts.


MIRANT CORP: Wants Court to Authorize Morgan Stanley Settlement
---------------------------------------------------------------
The Mirant Corp. Debtors comprise one of the largest generators of
electricity in the world.  Given the massive amounts of energy
they produce and fuels they purchase, the Debtors are naturally
"long" on energy and "short" on fuel.  To ensure the Debtors'
ability to operate their power plants, despite often dramatic
swings in energy and fuel markets, the Debtors "cover" their
otherwise open positions by trading electricity, natural gas,
coal, oil and other products in the commodities futures markets.

According to Ian T. Peck, Esq., at Haynes and Boone, LLP, in
Dallas, Texas, the Debtors use derivative financial instruments
primarily to hedge and optimize their generating assets, and also
take proprietary commodity positions.  The Debtors' merchant
energy activities encompass both:

   (i) their core business of electrical power generation; and

  (ii) a traditional commodities, energy and financial product
       trading business.

The Debtors follow an integrated business model under which
Mirant Americas Energy Marketing, LP, engages in asset risk
management and optimization activities for the core generation
business.  As asset manager, MAEM, among other things:

   -- procure fuel to be consumed, and sells power generated,
      by the other Debtors' power generating assets;

   -- schedules purchases and sales;

   -- maintains necessary transportation paths; and

   -- performs dynamic hedging to reduce the risks associated
      with market volatility.

MAEM also engages in proprietary trading activities for its own
account.

                         The Agreements

On June 1, 1994, Mr. Peck relates that Morgan Stanley Capital
Group, Inc., and Vastar Marketing, Inc., entered into an ISDA
Master Agreement, as amended on October 1, 1998.  Vastar's
obligations under the ISDA Master Agreement were assigned to
Southern Company Energy Marketing, LP, which later became MAEM,
pursuant to the Assignment and Assumption Agreement dated
September 1, 1997.

MAEM and MSCG were trading partners in various energy and energy-
related products.  Mr. Peck tells the Court that MAEM and MSCG
routinely entered into transaction with one another for the
purchase and sale of electric power and natural gas to be
delivered at specific locations and dates in the future.  The
aggregate trading position between the parties at any one time
was extensive and encompassed thousands of individual trades.  
MAEM and MSCG are parties to three prepetition agreements:

   * Natural Gas Sale and Purchase Contract, dated February 1,
     1998;

   * Electric Power Service Agreement, dated June 26, 1998, as
     amended on June 16, 1999 and April 24, 2002; and

   * Master Monthly Netting and Close-Out Netting Agreement,
     dated July 7, 1998.

In connection with the Agreements, Morgan Stanley executed a
Guarantee in favor of Vastar on June 1, 1994.  On March 24, 1998,
Morgan Stanley replaced the Guarantee in favor of MAEM.  On the
other hand, Mirant Corporation executed Guarantee Agreements in
favor of MSCG, dated as of April 26, 2001, relating to the ISDA
Agreement and to agreements for the purchase and sale of natural
gas or electric power.

Each of the Agreements provides, among other things, that upon a
bankruptcy filing of either party, the other party may declare an
"Early Termination Date" and terminate all Transaction then
outstanding under each of the Agreements.  Each of the Agreements
further provides for the liquidation of all terminated
Transactions and the calculation of a net amount due to the
parties as a result of the liquidation upon a declaration of an
Early Termination Date.

Due to MAEM's bankruptcy filing, Mr. Peck informs Judge Lynn that
MSCG declared an Early Termination Date on July 15, 2003, and
terminated all Transactions then outstanding under each of the
Agreements.  MAEM and MSCG then proceeded to calculate the final
settlement amount.  

At the time MSCG terminated the relevant Transactions, MAEM was
"in the money" as to those Transactions; to wit, after all
appropriate netting of claims and amounts owing between the
parties, a positive net amount was owing by MSCG to MAEM.

MAEM disputed MSCG's final settlement amount calculation and the
parties sought to resolve the matter without resorting to
litigation.

                          The Settlement

As a result of good faith negotiations, Morgan Stanley, Mirant
Corp. and MAEM agreed that:

   * The final settlement amount owing to MAEM is $36,500,000;

   * Within five business days after the Court approves the
     settlement, MSCG will pay MAEM the Settlement Amount by
     wire transfer;

   * If the full Settlement Amount is not paid on the Due Date,
     interest will accrue on the "outstanding amount" at the
     rate per annum equal to the maximum rate allowable by law,
     although no higher than the "Prime Rate" as published in
     the Wall Street Journal from time to time, plus 2%
     calculated on the basis of daily compounding and the actual
     number of days elapsed until the full and final payment of
     the entire Outstanding Amount is received by MAEM;

   * The Settlement Agreement contains mutual global releases of
     claims arising under, or in any way related to, the
     Agreements, the Guarantees and the Transactions, including
     any avoidance or recovery claims or causes of action;

   * The Court must approve the Settlement Agreement by June 30,
     2004; and

   * The Settlement Agreement contemplates that the parties may
     enter into new trading contracts, and requires the Debtors
     to seek a Court determination that the new trading
     contracts are Postpetition Trading Contracts entered into
     in the ordinary course of business by MAEM and MSCG, and
     therefore, are entitled to the protections afforded by the
     Final Trading Order.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to authorize Mirant Corp.
and MAEM's entry into the Settlement Agreement.

Mr. Peck contends that the settlement should be approved because:

   (a) while MAEM believes strongly in its case, the matter is
       not completely certain.  The Agreements are complicated,
       involving many transactions, and are subject to varying
       interpretations;

   (b) the $36,500,000 immediate payment from MSCG to MAEM
       significantly outweighs the fees and costs that would be
       incurred in connection with litigating the matter,
       especially the attendant delay in payment of the
       termination settlement payment amount; and

   (c) the settlement was reached only after the parties
       thoroughly analyzed their positions and jointly made
       significant movements and concessions to resolve the
       complex dispute.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: Fitch Assigns Default Rating to Class N Notes
-------------------------------------------------------------
Fitch Ratings downgrades Morgan Stanley Capital I Inc.'s
commercial mortgage pass-through certificates, series 1999-CAM1 as
follows:

          --$6 million class M to 'CCC' from 'B-';
          --$3.5 million class N to 'D' from 'C'.

The following classes are upgraded by Fitch:

          --$26.2 million class B to 'AAA' from 'AA+';
          --$26.2 million class C to 'AA+' from 'A+';
          --$12.1 million class D to 'AA-' from 'A-';
          --$20.2 million class E to 'A-' from 'BBB';
          --$8.1 million class F to 'BBB+' from 'BBB-';
          --$14.1 million class G to 'BBB' from 'BB+';
          --$14.1 million class H to 'BB+' from 'BB'.

In addition, Fitch affirms the following classes:

          --$87.8 million class A-2 at 'AAA';
          --$128.5 million class A-3 at 'AAA';
          --$205.8 million class A-4 at 'AAA';
          --$6 million class J at 'BB-';
          --$8.1 million class K at 'B+';
          --$6 million class L at 'B';
          --Interest only class X at 'AAA'.

Class A-1 has been paid in full.

The downgrade of classes N and M are the result of a principal
loss incurred by class N due to the liquidation of an office
property in Mountain Valley, California. The trust incurred a 92%
loss on the asset, which depleted the balance on the unrated class
O, reduced the balance of class N, and lowered the credit
enhancement available to class M.

The ratings upgrades reflect stable loan performance, strong
payment history, and paydown. As of the May 2004 distribution
date, the balance of the transaction has been reduced 28% to
$572.7 million from $806.5 million at issuance. 129 of the
original 152 loans remain outstanding. There are currently no
delinquent or specially serviced loans in the transaction.

Key Commercial Mortgage, the master servicer, provided year-end
(YE) 2003 borrower operating statements for 89% of the pool. The
weighted average debt service coverage ratio for YE 2003 is 1.38
times (x). Five loans (5.13%) reported a YE 2003 DSCR below 1.00x
but remain current. The WADSCR for the top five loans (14.17%) in
the pool increased to 1.87x at YE 2003. More than 95% of the loans
in the pool were found to be in good to excellent condition at
their 2003 site inspections.


NATIONAL CENTURY: Sues Biomar Tech to Recover Preference Payment
----------------------------------------------------------------
On April 22, 2003, Biomar Technologies, Inc., filed a $790,000
claim against NCFE, Inc., based on allegedly unpaid invoices
relating to the license of computer software and the provision of
software implementation and data conversion services.  The
documentation provided in support of the Claim indicates that the
software and consulting services were provided to Santa Marta
Hospital, Villa View University Hospital, Clinica Medica Familiar
and Lincoln Hospital Medical Center.

Prior to the bankruptcy petition date, the National Century
Financial Enterprises, Inc. Debtors made a series of payments
to Biomar.  The amounts and timing of these payments correspond
to some of the invoices attached to the claim.  The Debtors
believe that these payments were made for the benefit of third
parties, including the Hospital Clients that are not affiliated
with the Debtors.  According to Mary E. Tait, Esq., at Jones Day
Reavis & Pogue, in Columbus, Ohio, from October 1, 2001 through
the Petition Date, the payments totaled $608,000.

In addition, from April 9, 2002 through the Petition Date, the
Debtors made payments aggregating in excess of $126,000 to Dell
Computers for computer equipment and related supplies that were
provided to Biomar.  Biomar neither returned the equipment and
supplies to the Debtors, nor repaid the Debtors on account of the
payments.

On information and belief, Biomar has subsequently transferred
money or property rightfully belonging to the Debtors, or money
and property fraudulently transferred to Biomar by the Debtors,
to one or more of Defendants John Does I-X.

The Debtors believe that the Transfers constituted fraudulent
transfers under state and federal statutes.  Pursuant to
applicable law, Ms. Tait contends that the Debtors are entitled
to:

   (a) avoidance of the Transfers to the extent necessary to
       satisfy the Debtors' claim;

   (b) attachment or other provisional remedy against the
       Transfers or other property of Biomar in accordance with
       the applicable rules of civil procedure; and

   (c) injunction against further disposition by Biomar or any
       subsequent transferee of further disposition of the
       Transfers or other property.

The Transfers and the Equipment Purchases were made by the
Debtors for Biomar's benefit for no consideration.  Biomar has
retained the Transfers and the Equipment Purchases for its own
use, and has not in any way reimbursed the Debtors for the
Equipment Purchases.  Hence, Ms. Tait points out, the Transfers
and the Equipment Purchases have unjustly enriched Biomar to the
Debtors' detriment.

                Debtors' Objection to Biomar Claim

The Debtors further argue that:

   (a) The Claim is either wholly invalid or overstated.  The
       Debtors presently do not believe that any of the invoices
       attached to the Claim represented a valid obligation.  
       Biomar provides no documentation that would establish a
       legal obligation on the Debtors' part to pay the invoices.  
       The Debtors' books and records indicate that prior to the
       Petition Date, the Debtors paid at least $608,000 of the
       $790,000 in invoices attached to the Claim.  Thus,
       $608,000 of payments constituted a fraudulent transfer and
       give rise to a cause of action for unjust enrichment;

   (b) The Claim must be disallowed under Section 502(d) of the
       Bankruptcy Code because:

          (1) property is recoverable from Biomar under Section
              550 of the Bankruptcy Code; and

          (2) Biomar is a transferee of fraudulent transfers that
              are avoidable by the Debtors under Sections 544 and
              548 of the Bankruptcy Code and Biomar has not yet
              returned the money and property fraudulently
              received; and

   (c) The Claim must be disallowed because it attempts to
       enforce a purported agreement fraudulent as to the
       Debtors.

The Debtors seek to avoid the incurrence of the obligation to
make the Transfers or the Transfers themselves, or both, as
fraudulent transfers under applicable law.  Accordingly, the
Debtors ask the Court for a judgment against Biomar:

   (a) in an amount equal to the sum of the amounts of the
       Transfers, presently estimated to be $608,000, pursuant to
       Section 550(a) of the Bankruptcy Code and applicable law,  
       plus all fees and costs awarded and interest;

   (b) in an amount equal to the Equipment Purchases, presently
       estimated to be in excess of $126,000, plus all fees and
       costs awarded and interest; and

   (c) disallowing the Claim.

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)


NATIONSLINK FUNDING: Fitch Upgrades $10.2M Class G Rating to BB+
----------------------------------------------------------------
NationsLink Funding Corp.'s commercial mortgage pass-through
certificates, series 1998-1, are upgraded as follows by Fitch
Ratings:

     --$56.1 million class C certificates to 'AAA' from 'AA';
     --$48.5 million class D certificates to 'AA' from 'A';
     --$51.0 million class F certificates to 'BBB-' from 'BB';
     --$10.2 million class G certificates to 'BB+' from 'BB-'.

In addition, Fitch affirms the following classes:

     --$57.2 million class A-2 at 'AAA';
     --$433.8 million class A-3 at 'AAA';
     --Interest-only class X-1 at 'AAA';
     --Interest-only class X-2 at 'AAA';
     --$53.6 million class B at 'AAA';
     --$25.5 million class H at 'B';
     --$12.2 million class J certificates at 'B-'.

Fitch does not rate classes E and K. Class A-1 certificates have
paid off in full.

The upgrades reflect improved credit enhancement levels from loan
amortization and payoffs. As of the May distribution date, the
pool's aggregate certificate balance was reduced by 21% to $789.6
million from $1.02 billion at issuance. Based on the properties
that reported full year 2003 performance, the pool's weighted
average debt service coverage ratio has improved to 1.63 times (x)
from 1.49x at issuance. To date, the trust has realized $7.5
million in losses.

Seven loans (7.9%) are currently in special servicing. The largest
loan in special servicing (3.3%) is a hotel property located in
Kissimmee, FL. The loan is current and is performing under a
forbearance agreement and pending return to the master servicer.
Per the special servicer, the borrower is a good operator and
problems are strictly due to the soft local market.

The second largest loan in special servicing (2.7%) is a 680,200
square feet industrial property located in Durham, North Carolina.
The loan transferred to the special servicer due to imminent
default. The special servicer is negotiating with the borrower for
a potential workout. Some losses may occur upon the disposition of
this asset


NORTEL NETWORKS: Provides Status Update on Financial Statements
---------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission. These guidelines contemplate that
the Company and NNL will normally provide bi-weekly updates on
their affairs until such time as they are current with their
filing obligations under Canadian securities laws.

The Company and NNL reported that there have been no material
developments in the matters reported in their last status update
of June 2, 2004.

The Company continues to devote significant resources to the
completion and filing of its financial statements as soon as
practicable. As previously announced, the Company and NNL continue
to work on the restatement of their financial results for each
fiscal quarter in 2003 and for earlier periods including 2002 and
2001, and the preparation of their financial statements for the
full year 2003 and the first quarter of 2004. The Company
continues to make progress in the process to complete its
financial statements, which requires significant time due to the
volume and complexity of the work involved. Moreover, the
completion of this work and the related audits of annual results
by the Company's and NNL's independent auditors is dependent upon
the timing of the completion and results of the independent review
being undertaken by the Nortel Networks Audit Committee.

As previously indicated, Nortel Networks will provide regular
updates to the market regarding the restatement process and
related matters and its ongoing business performance as it is able
to do so. Specifically, it is Nortel Networks intention to provide
further information (including preliminary information) concerning
the principal impacts of the planned restatements and revisions,
and its full year 2003 and first quarter 2004 financial results as
soon as such information is available and is considered by Nortel
Networks to be reliable.

                    About Nortel Networks

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The Company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com/

                       *   *   *

As reported in the troubled Company Reporter's April 30, 2004
edition, Standard & Poor's Rating Services lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'. The CreditWatch
implications are revised to developing from negative. The short-
term corporate credit and commercial paper ratings are unchanged,
and remain on CreditWatch with negative implications.

"The actions reflect an increased possibility that holders of
Brampton, Ontario-based Nortel Networks' securities could provide
notice of noncompliance to Nortel Networks, following its
announcement of major changes to its senior executive team, in
addition to an expansion of the existing investigation into its
accounting for fiscal years 2001 through 2003," said Standard &
Poor's credit analyst Bruce Hyman.


P-COM: Restructures Italian Operations to Improve Liquidity
-----------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecom products and services, announced a restructuring
of its Italian operations conducted by P-Com Italia, S.p.A. that
will result in significant cost savings and improved liquidity.

Under the restructuring plan, P-Com Italia will focus on research
and development, and the manufacturing of specific component
parts, while outsourcing certain repair operations to NORT S.r.L,
an Italian third-party contract manufacturer staffed by former
employees of P-Com Italia.

The restructuring involved the sale of P-Com Italia's 36,000
square foot facility in Tortona, Italy and a reduction in
workforce of approximately ten employees who were rehired by NORT.
P-Com received approximately $732,000 from the sale of the
facility, and its operating expenses are expected to decrease by
approximately $500,000 annually.

"The restructuring of P-Com Italia is an important strategic move
for P-Com that enables us to focus on our core products, lower
operating expenses, and provides for greater liquidity by re-
deploying under-utilized assets," said P-Com President and CEO Sam
Smookler. "This transaction is part of our ongoing program to
strengthen our balance sheet, improve our competitiveness and
position P-Com for long-term growth."

NORT's CEO Giorgio Pertusati said: "We are extremely pleased to
broaden our relationship with P-Com. This transaction, which
reflects NORT's ability to deliver world-class outsourcing
services, allows P-Com to focus on its broader business
objectives, while maintaining the highest quality standards in its
repair operations."

Over the past two years, P-Com has executed a successful financial
restructuring that eliminated a substantial portion of its debt,
substantially cut operating expenses and refocused its operations.
In April, P-Com reported its fourth consecutive quarter of higher
sales and gross margins.

                         About P-Com, Inc.

P-Com, Inc. develops, manufactures, and markets point-to-point,
spread spectrum and point-to-multipoint, wireless access systems
to the worldwide telecommunications market. P-Com broadband
wireless access systems are designed to satisfy the high-speed,
integrated network requirements of Internet access associated with
Business to Business and E-Commerce business processes. Cellular
and personal communications service (PCS) providers utilize P-Com
point-to-point systems to provide backhaul between base stations
and mobile switching centers. Government, utility, and business
entities use P-Com systems in public and private network
applications. For more information visit http://www.p-com.com/

                          *   *   *

In the Form 10-Q for the period ended March 31, 2004 filed with
the Securities and Exchange Commission, P-Com, Inc. reports:

"As  reflected in the financial statements, for the three-month
period ended March 31, 2004, the Company incurred a net loss of
$2.4 million and used $2.0 million cash in its operating
activities. As of March 31, 2004, the Company had stockholders'
equity of $6.9 million, and accumulated deficit of $366.3 million.
Also as of March 31, 2004, the Company had approximately $4.1
million in cash and cash equivalents, and a working capital
deficiency of approximately $4.1 million. To address its working
capital deficiency, management is currently executing a plan that
involves the elimination or reduction of certain liabilities, the
acquisition of additional working capital, increasing revenue and
revenue  sources, reducing operating expenses and, ultimately,
achieving profitable operations. Management must be successful in
its plan in order to continue as a going concern.

"Considering the uncertainty regarding P-Com's ability to
materially increase sales, P-Com's known and likely cash
requirements in 2004 will likely exceed available cash resources.
As a result of this condition, management is currently evaluating
(i) the sale of  certain non-productive assets; (ii) certain
opportunities to obtain additional debt or equity financing; and
(iii) seeking a strategic acquisition or other transaction that
would substantially improve P-Com's liquidity and capital resource
position. P-Com may also be required to borrow from its existing
Credit Facility in order to satisfy its liquidity requirements.

"No assurances can be given that additional financing will
continue to be available to P-Com on acceptable terms, or at  all.
If the Company  is unsuccessful in its plans to (i) generate
sufficient revenues from new and existing products sales; (ii)
diversify its customer base; (iii) decrease costs of goods sold,
and achieve higher operating margins; (iv) obtain additional debt
or equity financing; (v) refinance the obligation due Agilent of
approximately $1.7 million due December 1, 2004; (vi) negotiate
agreements to settle outstanding claims; or (vii) otherwise
consummate a transaction that improves its liquidity position, the
Company will have insufficient capital to continue its operations.
Without sufficient capital to fund the Company's operations, the
Company will no longer be able to continue as a going concern. The
financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or
to amounts and classification of liabilities that may be necessary  
if the Company is unable to continue as a going concern."


PACIFIC COAST: S&P Downgrades Classes C-1 & C-2 Ratings to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, C-1, and C-2 notes issued by Pacific Coast CDO Ltd. and
removed them from CreditWatch with negative implications, where
they were placed Feb. 2, 2004. At the same time, the rating on the
class A notes is affirmed.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
transaction was originated in September 2001. These factors
include par erosion of the collateral pool securing the rated
notes and a negative migration in the overall credit quality of
the assets within the collateral pool.

The credit quality of the collateral pool has deteriorated since
origination. According to the most recent monthly report,
approximately 21.22% of the collateral comes from obligors with
non-investment-grade ratings (ratings below 'BBB-') from Standard
& Poor's.

Standard & Poor's has reviewed the results of current cash flow
runs generated for Pacific Coast CDO Ltd. to determine the level
of future defaults the rated notes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.
Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned reflect the credit
enhancement available to support the rated notes.
   
     Ratings Lowered and Removed from Creditwatch Negative
   
                    Pacific Coast CDO Ltd.
   
                           Rating
                    Class   To          From
                    B       BBB+        AA-/Watch Neg
                    C-1     B           BBB/Watch Neg
                    C-2     B           BBB/Watch Neg
        
                         Rating Affirmed
   
                    Pacific Coast CDO Ltd.
   
                         Class    Rating
                         A        AAA


PACIFIC GAS: Proposes Enhanced Economic Development Incentive Rate
------------------------------------------------------------------
To support California's economic recovery, Pacific Gas and
Electric Company has asked the California Public Utilities
Commission (CPUC) to approve enhancements to its Economic
Development Incentive Rate, which is aimed at promoting business
retention, job creation, and economic growth in northern and
central California.

The incentive rate is designed to attract and retain large
commercial and industrial businesses in PG&E's service area that
have an opportunity to locate outside of California.

Participating customers would receive a 25 percent reduction on
electricity bills in the first year, which would drop by five
percent for each of the next four years -- 20% in the second year,
15% in the third year, 10% in the fourth year, and 5% in the fifth
year.

This enhanced rate would replace the company's existing
Experimental Economic Development Rate, which has been in place
since 1990, but has been much narrower in scope. It currently
provides a smaller incentive and is only available to attract
certain types of large businesses to state-designated Enterprise
Zones and Recycling Market Development Zones.

"Combined with the efforts of Governor Schwarzenegger and other
state leaders, we believe our new economic development rate is
another reason for businesses to stay in California, or look to
the Golden State as they expand or relocate," said Beverly
Alexander, Pacific Gas and Electric Company's vice president of
customer satisfaction. "The incentive will help all PG&E-served
communities compete more effectively for business and help
California restore its business climate."

PG&E is committed to helping improve the state's business
environment. According to an Area Development Magazine survey of
corporate executives, energy cost and availability is one of the
key criteria used by businesses in their decision on a new site.
PG&E's business customers continue to shoulder a majority of the
rate increases adopted by the CPUC during the energy crisis,
although customers did see some relief this year with the rate
reduction as PG&E emerged from Chapter 11. The Economic
Development Incentive Rate is another effort to help businesses
locate and grow in California.

"The California Chamber of Commerce applauds PG&E for making
California's jobs climate a top priority," said Allan Zaremberg,
President, California Chamber of Commerce. "By proposing a program
designed to bring new jobs and employers to our state, PG&E is
helping to keep California's economy on the road to recovery."

The proposed rate structure is available to commercial and
industrial customers in PG&E's service area that use at least 200
kW. The business development staff of the state Office of
California Business Investment Services will review applications
and determine if businesses qualify for the Economic Development
Incentive Rate in consultation with PG&E. To be eligible, a
customer must also consider the Incentive Rate as a material
factor in the customer's decision to add or retain electric load
in California.

The next steps are for the CPUC to review and approve PG&E's
Economic Development Incentive Rate. Pending CPUC approval the new
rate could be implemented and available to qualified customers
within 6 to 12 months.

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


PEGASUS SATELLITE: NRTC Says Lawsuit Is Completely Without Merit
----------------------------------------------------------------
The National Rural Telecommunications Cooperative issued this
statement in response to the legal filings by Pegasus Satellite
Communications, Inc.:

The legal action filed by Pegasus twelve days after it filed for
bankruptcy, are completely without merit, and in many cases have
already been rejected by Federal courts where Pegasus has
unsuccessfully made the same or similar arguments.

Part of Pegasus' new suit seeks to overturn decisions made by the
U.S. District Court in California. Coming on the heels of its
severe courtroom setback Thursday, this new action by Pegasus is
not surprising. Having initially failed to achieve legal relief by
directly challenging DIRECTV in bankruptcy court, Pegasus is now
trying to strike at DIRECTV by suing NRTC as a legal last resort.

By affirming DIRECTV's right to market in the formerly exclusive
Pegasus territories, Judge Haines, on a preliminary basis, upheld
the agreement DIRECTV and NRTC entered into on June 1.

"Pegasus' legal attack on NRTC and its board members and
management is absurd and unfounded," said Bob Phillips, President
and CEO of NRTC. "With its latest acts, Pegasus continues its
campaign to blame others for its own business failures and poor
decision making."

NRTC leads and supports more than 1,200 member organizations by
delivering telecommunications solutions to strengthen member
businesses, promote economic development and improve the quality
of life in rural America. The rural utilities that make up NRTC
provide service to more than 30 million rural households in the
United States. For more information, visit http://www.nrtc.coop

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: Court Grants Interim Nod on Cash Collateral Use
------------------------------------------------------------------
Judge Haines ruled from the bench that the Pegasus Satellite
Communications, Inc. Debtors' request to use their Lenders' cash
collateral through June 25, 2004, to fund their post-petition
obligations is granted on an interim basis.  .

The final hearing on the Debtors' request to use cash collateral
will be on June 24, 2004.  Objections must be filed by June 21.

The Debtors presented Judge Haines with a proposed Interim Cash
Collateral Order providing that:

A. The Debtors will use the Cash Collateral only to satisfy their
   ongoing business expenses and in a manner consistent with the
   projected expenditures.

B. As adequate protection in accordance with Section 363(e) of
   the Bankruptcy Code:

   (1) To secure the Term Loan Adequate Protection Obligations,  
       the Prepetition Term Loan Agent will be granted, effective
       as of the Petition Date, a perfected replacement security
       interest in and valid, binding, enforceable and perfected
       Lien on all Postpetition Collateral, including any of its
       proceeds and of any Prepetition Collateral, of the same
       type and of the same Debtors that the Prepetition Term
       Loan Agent had a security interest in or Lien upon as of
       the Petition Date.  The security interests and Liens will
       be pari passu with the Revolving Loan Adequate Protection
       Liens on the same terms and conditions as that provided
       under the Senior Lender Intercreditor Agreement, but
       senior to the Junior Term Loan Adequate Protection Liens
       to the same extent as provided for under the Junior
       Intercreditor Agreement;

   (2) To secure the Revolving Loan Adequate Protection
       Obligations, the Prepetition Revolving Credit Agent will
       be granted, effective as of the Petition Date, a perfected
       replacement security interest in and valid, binding,   
       enforceable and perfected Lien on all Postpetition
       Collateral, including any of its proceeds and of any
       Prepetition Collateral, of the same type and of the same
       Debtors that the Prepetition Revolving Credit Agent had a
       security interest in or Lien on as of the Petition Date,
       which security interests and Liens will be pari passu with
       the Term Loan Adequate Protection Liens on the same terms
       and conditions as that provided under the Senior Lender
       Intercreditor Agreement, but senior to the Junior Term
       Loan Adequate Protection Liens to the same extent
       extent as provided for under the Junior Intercreditor
       Agreement; and

   (3) To secure the Junior Term Loan Adequate Protection
       Obligations, Pegasus Satellite Communications will grant
       to the Junior Term Loan Agent, effective as of the
       Petition Date, a perfected replacement security
       interest in and valid, binding, enforceable and perfected
       Lien on all Postpetition Collateral owned by it of the
       same type in which the Junior Term Loan Agent had a
       security interest in or Lien on as of the Petition Date,
       which security interests and Liens will be junior and
       subordinate to the Senior Adequate Protection Liens and
       the Prepetition Priority Liens to the same extent as
       provided for under the Junior Intercreditor Agreement.

C. The Debtors will be obligated to compensate the Prepetition
   Term Loan Lenders in an amount equal to the lesser of the
   amount by which the value of the Prepetition Term Loan
   Collateral diminishes during the term of the Order.  

   Likewise, the Debtors will be obligated to compensate the
   Prepetition Revolving Credit Lenders in an amount equal to the
   lesser of the amount by which the value of the Prepetition
   Revolving Credit Collateral diminishes during the term of the
   Order.

   The Debtors will also be obligated to compensate the Junior    
   Term Loan Lenders in an amount equal to the lesser of the
   amount by which the value of the Junior Term Loan Agent's
   interest in the Junior Term Loan Collateral diminishes during
   the term of the Order.

D. As additional adequate protection:

   (1) Each of the Prepetition Secured Parties will have
       superpriority administrative claims to the extent of the
       deficiency against each of the Debtors who owes
       Prepetition Obligations to them as of the Petition Date
       with priority over all administrative expenses, but
       subject to the same relative priorities among the
       Prepetition Secured Parties with respect to the Adequate
       Protection Liens and the Carve-Out.  No costs or
       administrative expenses which have been or may be incurred
       in the Debtors' Chapter 11 cases, in any conversion of the
       Debtors' Chapter 11 cases or in any other related
       proceeding, and no priority claims, including any other
       Superpriority claims, are or will be prior to or on a
       parity with the Deficiency Claims.

   (2) The Debtors will:

       (a) pay to each of the Prepetition Priority Lenders on the
           first business day of each calendar month beginning on
           July 1, 2004 all accrued, but unpaid, interest on the
           Prepetition Revolving Credit Obligations and the
           Prepetition Term Loan Obligations at the base rate
           plus applicable non-default margin;

       (b) pay to each of the Junior Term Loan Lenders on the
           first business day of each calendar month beginning on
           July 1, 2004 all accrued, but unpaid, interest on the
           Junior Term Loan Obligations at the non-default rate
           specified in the Junior Term Loan Agreement; and

       (c) no later than 10 days after receipt of any invoice,
           pay, or reimburse:

           * the Steering Committee on behalf of the Majority
             Secured Parties for any reasonable fees and out-of-
             pocket expenses of one law firm engaged by it to
             represent the interests of the Prepetition Priority
             Lenders;

           * the Prepetition Term Loan Agent for any reasonable
             out-of-pocket costs and expenses incurred by it
             relating to its administrative functions as agent;
            
           * the Prepetition Revolving Credit Agent for any
             reasonable out-of-pocket costs and expenses incurred
             by it relating to its administrative functions as
             agent;

           * the Steering Committee for any reasonable fees and
             out-of-pocket expenses of a financial advisor
             engaged to represent the interests of the
             Prepetition Priority Lenders in the Chapter 11
             cases;

           * Steering Committee members for reasonable out-of-
             pocket costs and expenses incurred by them in
             connection with the Chapter 11 cases; and

           * the Prepetition Junior Agent for any reasonable fees
             and out-of-pocket expenses of one law firm engaged
             to represent the interests of the Prepetition Junior
             Lenders in the Chapter 11 cases.

E. The term "Carve-Out" means:

   (1) in respect of allowed but unpaid fees and expenses payable
       under Sections 330 and 331 of the Bankruptcy Code arising
       after the occurrence of a Termination Event to
       professionals retained by the Debtors or the Creditors
       Committee, which have not been paid as of the Termination
       Date;

   (2) fees required to be paid to the Clerk of the Court; and

   (3) quarterly fees required to be paid pursuant to Section
       1930(a)(6) of the Judiciary Code.

F. The Debtors will continue to maintain their existing cash
   management systems, and the Adequate Protection Liens and
   Prepetition Priority Liens granted to the Prepetition Priority  
   Agents or under the Prepetition Financing Documents will
   extend to all bank accounts and cash deposits maintained by
   the Debtors.

G. The Debtors will, consistent with their cash management
   practices, deposit proceeds realized from the sale of assets,
   other than sales in the ordinary course of business, into a
   segregated investment account that will contain only those
   proceeds and will be subject to the liens of the Prepetition
   Priority Lenders.  The Debtors will not use the sale proceeds
   without further Court order.

H. No costs or expenses of administration pursuant to Section
   506(c) of the Bankruptcy Code that may be incurred in
   the Chapter 11 cases or after any conversion of any of these
   cases will be charged against the Prepetition Secured Parties,
   the Prepetition Obligations or any of the Prepetition
   Collateral, without the prior written consent of the Majority
   Secured Parties.

I. The Debtors will no longer be authorized to use Cash
   Collateral on the date any of these events occur:

   (1) material non-compliance by any of the Debtors with any of
       the terms or provisions of the Order;

   (2) any stay, reversal, vacatur, rescission or other
       modification of the terms of the Order;

   (3) entry of a Court order approving any postpetition secured
       financing or any administrative expense or financing
       obligation is accorded superpriority administrative claim
       status except to the extent that the financing satisfies
       the Prepetition Senior Obligations in full in cash;

   (4) entry of a Court order dismissing or converting any of the
       Debtors' Chapter 11 cases;

   (5) the appointment of a trustee or the appointment of an
       examiner with enlarged powers beyond those in Section 1106
       of the Bankruptcy Code in any of the Chapter 11 cases;

   (6) the Court will not have entered within 45 days of the
       Petition Date, a final order pertaining to the use of Cash
       Collateral; or

   (7) the occurrence of a Termination Event.

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)    


PENTHOUSE INTERNATIONAL: Updates Shareholders on iBill Development
------------------------------------------------------------------
Penthouse International (Pink Sheets:PHSL), a diversified holding
company with operating subsidiaries in adult entertainment,
Internet transaction processing and real estate, provided an
update to shareholders on May 21, 2004 which included certain
recent developments in connection with its iBill operating
subsidiary.

On May 21st, Penthouse announced that, "iBill was notified by its
processing bank and VISA that it is the first IPSP to be released
from the VISA RIS program. As a result, iBill will no longer be
assessed a monthly fee of $100,000, or $1,200,000 annually." iBill
has not been released from the VISA RIS program as previously
announced. iBill intends to be fully compliant with the RIS
program by 3rd quarter 2004.

This announcement does not change previously announced financial
results.

                        About Penthouse

Penthouse -- whose September 30, 2003, balance sheet shows a total
shareholders' equity deficit of about $70 million -- is an
entertainment company with concentrations in publishing,
licensing, digital commerce and real estate. Historically,
Penthouse revenues have been derived principally from the
PENTHOUSE(TM) related publishing business that was founded in 1965
by Robert C. Guccione and is currently conducted by General Media
and its subsidiaries. The PENTHOUSE brand is one of the most
recognized consumer brands in the world and is widely identified
with premium entertainment for adult audiences. General Media
caters to men's interests through various trademarked
publications, movies, the Internet, location-based live
entertainment clubs and consumer product licenses. General Media
also licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments. In March, 2004,
Penthouse acquired iBill. iBill owns proprietary software systems
that manages from end-to-end the sale of online subscriptions and
other downloadable products (memberships; music; ring tones;
games; other software). The iBill user base consists of
approximately 27.0 million consumers in the United States and
approximately 38 other countries.


PILLOWTEX: Court Agrees To Extend Settlement To More Providers
--------------------------------------------------------------
On September 12, 2003, the Court permitted the Pillowtex
Corporation Debtors to use up to $2.5 million of estate assets to
pay the prepetition medical claims of terminated employees.  In
accordance with the Order, the Debtors contacted each medical
service provider for whom the Debtors received claim information
from the Administrators.  The Debtors then offered the Notified
Providers an opportunity to enter into a settlement agreement
pursuant to which each Notified Provider, in full settlement of
its prepetition medical claims, would be entitled to participate
pro rata in the distribution of the $2.5 million Prepetition
Medical Funds.

According to Gilbert R. Saydah, Jr., Esq., at Morris Nichols
Arsht & Tunnel, in Wilmington, Delaware, the Debtors delivered
settlement agreements to 2,500 Notified Providers.  By the
November 30, 2003 settlement deadline, the Debtors had entered
into agreements with 700 Notified Providers covering $2,730,456
in Terminated Employees' Prepetition Medical Claims.

If the Debtors were to distribute the Prepetition Medical Funds
to Notified Providers who entered into a settlement agreement by
the Bar Date, Mr. Saydah estimates that each Notified Provider
would receive payment equal to 91.56% of the total amounts due to
that Notified Provider in respect of the Terminated Employees'
Prepetition Medical Claims.

Mr. Saydah reports that 1,800 of the Notified Providers, who
account for $282,990 in Terminated Employees' Prepetition Medical
Claims, either elected not to participate in the settlement
agreements by not responding to the Debtors' mailing, or failed
to return a settlement agreement to the Debtors by the Settlement
Bar Date.

Because of the manner in which the medical claims are filed and
processed with the Administrators, and in light of unanticipated
delays in obtaining precise and comprehensive claim information,
the Debtors did not receive any information relating to the
prepetition medical services rendered by 391 Providers until
after the Settlement Bar Date.  Consequently, these Providers
were not informed of the settlement offer and the opportunity to
participate in it.  In respect of the Terminated Employees'
Prepetition Medical Claims, the Non-Notified Providers are owed
$209,203.

The September 12 Order contemplated that the Debtors would
contact the providers who rendered services underlying the
Terminated Employees' Prepetition Medical Claims.  The Debtors
believe that contacting each of the Non-Notified Providers and
offering to each the opportunity to enter into Settlement
Agreements, on the same terms and conditions as the Notified
Providers, will fully comply with the intent of the September 12
Order to mitigate the total amounts owed to those providers in
respect of Terminated Employees' Prepetition Medical Claims.

The Debtors assure the Court that no additional estate assets
will be requested or required to pay the Terminated Employees'
Prepetition Medical Claims attributable to the Non-Notified
Providers.  The Debtors also believe that the benefits of
complying with the September 12 Order by offering Settlement
Agreements to Non-Notified Providers outweigh any concerns about
dilution of the amounts expected to be recovered by Notified
Providers.  

Assuming all Non-Notified Providers elect to enter into a
Settlement Agreement, the total recoveries to the Notified and
Non-Notified Providers would be 85% of their claims -- a modest
dilution, the Debtors believe, from the 91.56% the Notified
Providers originally stand to get.

The Notified Providers could not have had any reasonable
expectation that the Non-Notified Providers would not be offered
the same opportunity to participate in the Settlement Agreements
and the distribution of the Prepetition Medical Funds, Mr. Saydah
points out.  Extending the offer to the Non-Notified Providers
will allow the Debtors to satisfy as many Terminated Employees'
Prepetition Medical Claims as possible in accordance with the
objectives of the September 12 Order.

Accordingly, the Debtors seek the Court's permission to contact
the Non-Notified Providers to offer them the chance to enter into
Settlement Agreements.

                       Committee Responds

The Official Committee of Unsecured Creditors believes that it
would be more beneficial to the Debtors' estates and creditors if
the Debtors were to contact the providers who previously rejected
the Settlement Agreements so as to give the Notified Providers
another opportunity to participate in the distribution.  Since
there are far fewer Terminated Employees' Prepetition Medical
Claims than the Debtors originally anticipated, resulting in a
much larger distribution to the Providers, the Committee believes
that there is no prejudice to allow these Notified Providers the
opportunity to enter into a settlement now.

                          *     *     *

The Court authorizes the Debtors to contact the Non-Notified
Providers and offer them the chance to enter into Settlement
Agreements.  The Court also directs the Debtors to make the
Settlement Agreement offer available to those Notified Providers
who previously refused participation.

For purposes of calculating the amount due under the Settlement
Agreement, each Settlement Agreement entered into by any provider
on or before July 16, 2004, will be deemed to have been entered
on or before the Settlement Bar Date.

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)    


PREMCOR INC: Files Resale Registration Statement with SEC
---------------------------------------------------------
Premcor Inc. (NYSE: PCO) announced that it has filed a resale
registration statement on Form S-3 with the Securities and
Exchange Commission registering 15,000,000 shares of Premcor
common stock.  All of the shares of common stock being registered
are currently owned by affiliates of The Blackstone Group L.P.

Premcor will not receive any proceeds from any sale of the shares
of common stock being registered. Premcor filed the registration
statement in response to a request from Blackstone pursuant to an
existing registration rights agreement. The shares may not be sold
by Blackstone until a lock-up agreement expires on July 19, 2004.
Registration of the shares does not mean, however, that those
shares necessarily will be offered or sold.

A registration statement relating to these shares has been filed
with the Securities and Exchange Commission, but has not yet
become effective. These shares may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these shares in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
state.

Premcor Inc. (S&P, BB- Senior Unsecured Debt Rating, Negative) is
one of the largest independent petroleum refiners and marketers of
unbranded transportation fuels and heating oil in the United
States.


QUANTUM ENTERPRISES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Quantum Enterprises, Inc.
        dba Wind Walker Guest House
        P.O. Box 7
        Spring City, Utah 84662

Bankruptcy Case No.: 04-29695

Chapter 11 Petition Date: June 15, 2004

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Penrod W. Keith, Esq.
                  Durham Jones and Pinegar
                  111 East Broadway, Suite 900
                  Salt Lake City, UT 84111
                  Tel: 801-415-3000
                  Fax: 801-415-3500

Total Assets: $92,520

Total Debts:  $1,439,510

Debtor's 12 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Hughes, Barbara               Loan                       $30,500

Sanpete County Assessor       Taxes                      $14,501

Utah State Tax Commission     Taxes                       $6,000

Moroni Propane                Utilities                   $1,727

Peczuh Printing Company       Printing Services             $884

LC Financial                  Trade                         $633

Allied Interstate MCI         Long Distance                 $555
                              Services

Sanpete News Co. Inc.         Advertising                   $450

North Sanpete Disposal        Services                      $375

Monroe, Kay Dix               Accounting Services           $375

Hogan, Demar - CPA            Accounting Services           $300

Utah Family Magazine          Advertising                   $220


QWEST COMMS: Inks Exclusive 3-Year Service Pact with Florida
------------------------------------------------------------
Qwest Communications International Inc. (NYSE:Q) announced an
exclusive, three-year contract with the Florida State Technology
Office to provide long-distance voice services. The agreement with
Qwest consolidates all of the state's long-distance voice services
to one provider. As a result, the state expects to save more than
$1.4 million annually in long-distance communications costs.

The Florida State Technology Office provides voice services on
SUNCOM, the State of Florida's communications network. SUNCOM is
available to all of the state's agencies, local governments,
colleges, schools and non-profit organizations, providing them
access to the cost-effective and high-quality Qwest services

Under the contract, Qwest also is providing customized electronic
billing as well as access to Qwest Control, an online account
management tool.

"Qwest is pleased to begin this new relationship with the State of
Florida and to cost-effectively consolidate all of its long-
distance voice services," said Clifford S. Holtz, executive vice
president of Qwest's business markets group. "By making Qwest its
exclusive long-distance provider, the state will realize
significant savings while simplifying telecommunications
management for the State Technology Office."

For more information on the services provided by the Florida State
Technology Office, please visit http://sto.MyFlorida.com/

                         About Qwest

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

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


RCN CORPORATION: Asks Court To Approve Exit Financing Commitments
-----------------------------------------------------------------
During the course of ongoing negotiations with the RCN Corp.
Debtors' various creditor constituencies, the Debtors and their
advisors determined that a new financing facility to replace the
existing Senior Credit Facility was the most viable means for a
successful restructuring.  The additional working capital the
Debtors would seek in the new funding would also be critical to
stabilizing and maintaining their operations upon emerging from
the restructuring process and competing in their core lines of
businesses.

In furtherance of that goal, and prior to commencing these
Chapter 11 cases, the Debtors' financial advisors approached
numerous financial institutions, including traditional asset-
based lenders, investment banks and commercial banks, asking them
to furnish a commitment letter to the RCN Companies to replace
the existing Senior Credit Facility.  The Debtors and their
financial advisor, The Blackstone Group, LP, received proposals
from four financial institutions, including Deutsche Bank.

Over the course of several weeks, the Debtors and their advisors
negotiated the economic and legal terms of each of the four
proposals with the lenders, and reviewed multiple revisions to
the proposed commitment.  After careful evaluation, and after
consulting with their advisors and certain creditor
constituencies, the Debtors determined, in their sound business
judgment, that Deutsche Bank's proposal would best meet their
restructuring goals as well as their ongoing working capital and
general business needs.  Based on that conclusion, the RCN
Companies concentrated their efforts on negotiating and
finalizing the terms of the Deutsche Bank proposal.

These negotiations resulted in the execution on May 24, 2004 of a
Commitment Letter and related documents that discloses Deutsche
Bank's commitment to provide the New Senior Exit Financing to the
Debtors.  Deutsche Bank has agreed to fully fund the New Senior
Exit Financing, subject to the terms and conditions in the Exit
Financing Commitments, which will allow the Debtors to emerge
expeditiously from bankruptcy and also provide for the Debtors'
ongoing working capital requirements.

Accordingly, the Debtors ask the Court to:

   (a) authorize, approve and ratify the Exit Financing
       Commitments;

   (b) authorize, approve and ratify the payment of the fees and
       expenses provided in the Exit Financing Commitments,
       including, but not limited to, any fees and indemnities
       arising from any escrow agreement executed on terms
       substantially similar to the terms set forth in the
       the Commitment Letter, and granting the payments priority
       as administrative expense claims under Section 503(b)(1)
       and 507(a)(1) of the Bankruptcy Code, and in the case of
       obligations under any escrow agreement, as well as the
       obligation to pay fees, will constitute super priority
       obligations;

   (c) authorize, approve and ratify all indemnity obligations of
       the Debtors set forth in the Exit Financing Commitments;

   (d) authorize, approve and grant Deutsche Bank a super
       priority lien in amounts pursuant to Section 364(c)(1) of
       the Bankruptcy Code, to the extent the Debtors retain a
       contingent interest in the amounts held in escrow pursuant
       to any escrow arrangement.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in New York, tells Judge Drain that the Debtors will use the
proceeds from the New Senior Exit Financing to repay in full
their obligations under the Senior Credit Facility, as well as to
provide additional funds necessary to meet their ongoing working
capital requirements.  Both the Senior Lenders and the
Noteholders' Committee have approved the Exit Financing
Commitments.

The Debtors acknowledge that pursuing approval of the Exit
Financing Commitments at this early stage of the proceedings is
uncommon.  However, Mr. Goffman relates that there are important
reasons for the Debtors' decision.  Most significantly, Mr.
Goffman explains, the New Senior Exit Financing would greatly
enhance the Debtors' ability to finalize and confirm a plan of
reorganization quickly and on the terms discussed with various
significant creditor constituencies prior to the Petition Date.  
Moreover, the Exit Financing Commitments would provide the
Debtors and other parties-in-interest with more certainty of the
Debtors' ability to complete its restructuring.  Finally, the
capital markets have been particularly receptive at present to
the New Senior Exit Financing and there can be no assurance that
market conditions will not change for the worse.  Thus, approval
of the financing as provided under the Exit Financing
Commitments, at this early stage of the cases, should help to
facilitate the Debtors' goal of a smooth and quick emergence from
Chapter 11.

The Commitment Letter provides for a New First-Lien Financing and
a New Second-Lien Financing in an aggregate amount of up to $460
million.  

              Terms of the New First-Lien Financing

The New First-Lien Financing consists of:

   -- a New Term Loan Facility, which is a $285 million term loan
      facility; and

   -- a New L/C Facility, which is a $25 million letter of credit
      facility.

Other pertinent terms of the proposed New First-Lien Credit
Facilities are:

A. Use of Proceeds

   The New Term Loan Facility will be used to repay the Senior
   Credit Facility, finance the Transactions contemplated in
   the Chapter 11 cases, and pay the fees and expenses incurred.  
   The New L/C Facility will be used to support certain specified
   obligations of the reorganized Debtors and their subsidiaries.

B. Interest

   At RCN's option, the Loans may be maintained from time to time
   as Base Rate Loans, which will bear interest at the Base Rate
   in effect from time to time plus the Applicable Margin or
   Eurodollar Loans, which will bear interest at the Eurodollar
   Rate -- adjusted for maximum reserves -- as determined by the
   Administrative Agent for the interest period plus the
   Applicable Margin.

   "Applicable Margin" means a percentage per annum equal to, in
   the case of Term Loans:

      (a) maintained as Base Rate Loans, 3%; and
      (b) maintained as Eurodollar Loans, 4%.

   "Base Rate" means the higher of the rate that the
   Administrative Agent announces from time to time as its prime
   lending rate, as in effect from time to time, and 1/2 of 1% in
   excess of the overnight federal funds rate.

C. Maturity

   The final maturity date of the New Term Loan Facility will be
   7 years from the Closing Date and the final maturity date of
   the New L/C Facility will be five years from the Closing Date.

D. Security/Collateral

   The New First-Lien Credit Facilities will be secured by a
   first priority perfected security interest in all stock, other
   equity interests and promissory notes owned by RCN and the
   Guarantors, and a first priority perfected security interest
   in all other tangible and intangible assets owned by RCN and
   the Guarantors, subject to exceptions satisfactory to Deutsche
   Bank.

E. Commitment Termination

   The commitments for the New First-Lien Credit Facilities will
   terminate on the earlier of June 30, 2004, unless on or before
   that date, the Court has entered an order in form and
   substance satisfactory to Deutsche Bank approving the
   Commitment Letter, the Engagement Letter, the Engagement
   Indemnity Letter, and the Fee Letter and RCN's obligations
   thereunder, or December 31, 2004, unless definitive
   documentation with respect to the New First-Lien Credit
   Facilities has been executed and delivered, the Transactions
   have been consummated and the initial borrowings under the New
   First-Lien Credit Facilities have occurred.

F. Fees and Expenses

   In addition to the fees set forth in the Fee Letter, RCN must
   pay a commitment fee of 0.5% per year on the daily unutilized
   portion of the commitments of each Lender under the New L/C
   Facility, accruing commencing on the Closing Date and payable
   quarterly in arrears.  In addition, RCN must pay a letter of
   credit fee equal to 4% per year on the outstanding amount of
   Letters of Credit, an annual Facing Fee and customary
   administrative charges.

G. Covenants

   The New First-Lien Credit Facilities will contain covenants
   customary for a financing facility of the same size and type,
   including, but not limited to, limitations on other
   indebtedness, maximum debt to EBITDA and minimum interest
   coverage ratios, capital expenditure limitations and
   maintenance of subscriber levels.

             Terms of the New Second-Lien Financing

The New Second-Lien Credit Facility consists of $150 million of
second-lien floating rate debt securities, which may, at Deutsche
Bank's discretion, be issued pursuant to either a loan agreement
or an indenture by way of a private placement or underwritten
public sale.  

Other pertinent terms of the proposed New Second-Lien Credit
Facility are:

A. Use of Proceeds

   The New Second-Lien Credit Facility will be used to finance,
   in part, the Transactions contemplated in the Chapter 11
   cases, and to pay the fees and expenses incurred.

B. Interest

   The New Second-Lien Notes will bear interest -- payable
   semi-annually in arrears -- at the Eurodollar Rate, adjusted
   for maximum reserves, as determined by the Administrative
   Agent, for the interest period plus 8%.

C. Maturity

   The final maturity date of the New Second-Lien Credit Facility
   will be 7 1/2 years from the Closing Date.

D. Security/Collateral

   RCN and each Guarantor will grant valid and perfected second-
   priority "silent" liens and security interests in the
   Collateral, as set forth in greater detail in the
   Intercreditor Agreement.

E. Commitment Termination

   The commitments for the New Second-Lien Credit Facility will
   terminate on the earlier of June 30, 2004, unless on or before
   that date the Court has entered an order approving the
   Commitment Letter and the Fee Letter and RCN's obligations
   thereunder, or December 31, 2004, unless definitive
   documentation with respect to the New Second-Lien Credit
   Facility has been executed and delivered, the Transactions
   have been consummated and the New Second-Lien Notes have been
   issued.

F. Covenants

   The New Second-Lien Credit Facility will contain covenants
   similar to the covenants contained in the New First-Lien
   Credit Facilities, with modifications as will be determined by
   Deutsche Bank.

The Commitment Letter also contemplates that Deutsche Bank may
syndicate the New Senior Exit Financing prior to the existence of
a final and non-appealable order confirming the plan of
reorganization and place the funds into escrow pending the
confirmation.  In that event, substantially all the conditions
precedent to the closing of the financing by the Debtors, as well
as to the release of funds by Deutsche Bank set forth in the term
sheets attached to the Commitment Letter, would then apply to the
Escrow Funding and to the Escrow Release.

Accordingly, as part of the approval of the Exit Financing
Commitments, the Debtors ask the Court to approve the material
terms of the escrow funding arrangements, including fees and
indemnities customary in an escrow agreement and the granting of
related liens and super priority claims, on terms substantially
similar to the terms set forth in the Commitment Letter.

              The Proposed Terms of the Fee Letter

As is customary for financing commitments similar to the Exit
Financing Commitments, the Debtors entered into the Fee Letter,
which sets forth the arrangements relating to compensation for
certain services rendered and to be rendered by Deutsche Bank in
connection with the New Senior Exit Financing.

The compensation includes:

   (a) Facility Fee

       About 2.25% of the New First-Lien Credit Facilities and 3%
       of the New Second-Lien Credit Facility, payable to
       Deutsche Bank on the Closing Date, provided that if the
       Escrow Funding Date occurs before the Closing Date, then
       Deutsche Bank will be entitled to payment of one-half of
       the facility fees on the Escrow Funding Date, with the
       balance payable on the Closing Date.

   (b) Termination Fee

       If, prior to September 15, 2004, the New Senior Exit
       Financing has been successfully syndicated, and the
       Lenders are prepared to fund into escrow subject to the
       satisfaction of certain conditions precedent, and RCN does
       not accept the Escrow Funding or fails to satisfy a
       condition precedent and the commitments pursuant to the
       Commitment Letter terminate, RCN must pay Deutsche Bank a
       non-refundable fee of 1% of the total commitments under
       the New Senior Exit Financing.

   (c) Agent Fee

       Annual administration fee of $100,000 with respect to the
       New First-Lien Credit Facilities and an additional $75,000
       for the New Second-Lien Credit Facility, to be paid
       annually in advance on the Closing Date and each
       anniversary.

   (d) Break-Up Fee

       If RCN fails to borrow under the New Credit Facilities and
       enters into an alternative senior financing agreement or
       similar restructuring transaction within one year of the
       date of written acceptance by the Debtors of the
       Commitment Letter, Deutsche Bank will be entitled to a
       non-refundable fee equal to 1.5% of the total commitments
       under the New Credit Facilities plus Deutsche Bank's out-
       of-pocket fees and expenses.  The non-refundable fee,
       however, is not payable if Deutsche Bank declines to
       provide the New Senior Exit Financing on substantially the
       terms outlined in the Commitment Letter.

   (e) Commitment Fee

       One-half of 1% of the total commitment with respect to the
       New Senior Exit Financing, commencing on the execution of
       the Commitment Letter to and including the earliest of:

       -- the Escrow Funding Date,

       -- the Closing Date, or

       -- the date the commitments under the Commitment Letter
          terminate.

                       Related Agreements

To induce Deutsche Bank to arrange, structure and syndicate the
New Senior Exit Financing, the Debtors paid Deutsche Bank before
the Petition Date, upon execution of a Work Letter, a one-time,
non-refundable work fee of $250,000.  In addition, the Debtors
agreed to reimburse Deutsche Bank for all other fees and expenses
arising in connection with the Exit Financing Commitments,
including the expenses of Deutsche Bank's advisors.

With regard to the New Second-Lien Financing, Deutsche Bank and
the Debtors also entered into an Engagement Letter and Engagement
Indemnity Letter, each dated May 24, 2004.  The purpose of the
Engagement Letter is to engage Deutsche Bank in connection with
the issuance or sale, of debt instruments or securities of RCN,
including but not limited to, the New Second-Lien Notes, upon
emergence from bankruptcy.  Deutsche Bank will have the right,
but not the obligation, to:

   (a) act as the underwriter or placement agent in connection
       with any public or private debt financing issuance or sale
       of the Securities; and

   (b) provide RCN with capital markets and other financial
       advisory services in connection therewith during the term
       of the Engagement Letter.

As compensation for the services, and subject to certain
adjustments, Deutsche Bank will be entitled to an underwriting or
placement fee calculated as a percentage of the gross proceeds
received from the New Second-Lien Financing, or any other
financing of Securities, as well as reasonable out-of-pocket
costs and expenses.

Mr. Goffman asserts that the fees are reasonable and appropriate.  
Moreover, the Debtors derive significant benefits from locking in
the commitments for financing at this early stage in their
Chapter 11 cases.  

Given the importance of the New Senior Exit Financing to the
Debtors' restructuring efforts, it is critical that the Court
approve the Exit Financing Commitments, Mr. Goffman says.

There is overwhelming evidence that the terms of the Exit
Financing Commitments are fair and reasonable, were negotiated in
good faith and at arms' length, and constitute a sound exercise
of the Debtors' business judgment.  Securing a commitment to
provide the New Senior Exit Financing is a critical step in the
Debtors' restructuring.  Moreover, the proposed fees and charges
by Deutsche Bank are within the parameters of market fee
structures for similar, extensively negotiated, financing
arrangements.

Failure to ratify the Exit Financing Commitments at this juncture
would likely impede the Debtors' restructuring efforts, Mr.
Goffman continues.  Without the New Senior Exit Financing
commitment, doubts may arise among the Debtors' various
constituencies in the Chapter 11 proceedings regarding the
businesses' long-term viability.  The uncertainty generated by a
failure to ratify the Exit Financing Commitments will have a
negative impact on the Debtors' continued operations, as
stakeholders may lose confidence in the Debtors' ability to
implement their restructuring goals.  Thus, without the Court's
approval of the Exit Financing Commitments, the Debtors'
reorganization prospects will be hindered.

Furthermore, if the Court fails to ratify the Exit Financing
Commitments, the Debtors will be forced to incur additional
administrative expenses.  If the Debtors are forced to pursue
other sources of financing, other potential lenders will require
the payment of due diligence, attorneys' and other related fees
before providing the Debtors with a commitment letter if they
choose to do so.  Additionally, the delay in obtaining a
replacement for the New Credit Facilities would disrupt
negotiations and could significantly lengthen the Debtors'
Chapter 11 cases.  As demonstrated by the extensive search
undertaken by the Debtors and its advisors, there can be no
assurance that another lender will commit to a new financing on
terms as favorable as those proposed by Deutsche Bank.

             Confidential Documents Filed Under Seal

Certain information contained in the Fee Letter and Engagement
Letter contain highly sensitive, confidential commercial
information regarding Deutsche Bank's agreement to syndicate the
New Credit Facilities, and the terms upon which they will be
syndicated.  Disclosure of this information would cause
significant harm to the Debtors.

Additionally, revelation of information included in the Fee
Letter and Engagement Letter beyond what already is described in
the Debtors' request to approve the New Financing may set a
negative precedent for other financial lending institutions who
might potentially come forward to assist the Debtors, but fear
disclosure of their fee structures and related information.

Mr. Goffman explains that the Fee Letter and Engagement Letter
likewise contain detailed proprietary information describing the
fees.  Given the highly competitive nature of the investment
banking and financial lending industries, it is of the utmost
importance to Deutsche Bank that the details of the fee
structures and allocations be kept confidential so that
competitors may not use these information to gain a strategic
advantage over it in the marketplace.

Accordingly, the Debtors sought and obtained the Court's consent
to file the Fee Letter and Engagement Letter under seal.  The
documents will be served on and made available only to:

   (a) the U.S. Trustee,

   (b) financial advisors and counsel to the Noteholders'
       Committee,

   (c) financial advisors and counsel to any statutory committee
       appointed in the Debtors' Chapter 11 cases,

   (d) the Securities and Exchange Commission, and

   (e) other parties as ordered by the Court or agreed to by the
       Debtors and Deutsche Bank.

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


ROUTE 88 OFFICE: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Route 88 Office Associates, Ltd.
        237 South Street
        P.O. Box 2049
        Morristown, New Jersey 07962-2049

Bankruptcy Case No.: 04-30016

Chapter 11 Petition Date: June 14, 2004

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Petillo Enterprises                        $375,549
47 Dell Avenue
Kenvil, NJ 07847

Twp. Of Brick                               $98,125

Rasmussen Construction                      $20,353

Hamilton Group                              $13,867

Berger & Bornstein                           $8,470

GPU Energy                                   $3,276

Terminix                                     $3,276

Vatche Simonian Inc.                         $1,612

NJ Natural Gas                               $1,523

Waste Management                             $1,276

Brick Twp. MUA                               $1,027

The Pavese Group, P.A.                         $650

AFA Protective Systems                         $636

Art Levy Associates                            $400


RUSSEL METAL: Resumes Trading on Toronto Securities Exchange
------------------------------------------------------------
Toronto Securities Exchange issued an order for the resumption of
trade for Russel Metals Inc. (TSX: RUS) at 12:30 p.m. on June 15,
2004.

Russel Metals is one of the largest metals distribution companies
in North America. It carries on business in three metals
distribution segments: service center, energy sector and
import/export, under various names including Russel Metals, A.J.
Forsyth, Acier Dollard, Acier Leroux, Acier Loubier, Acier
Richler, Armabec, Arrow Steel Processors, B&T Steel, Baldwin
International, Comco Pipe and Supply, Drummond McCall, Ennisteel,
Fedmet Tubulars, Leroux Steel, McCabe Steel, Megantic Metal,
Metaux Russel, Milspec Industries, Poutrelles Delta, Pioneer Pipe,
Russel Leroux, Russel Metals Williams Bahcall, Spartan Steel
Products, Sunbelt Group, Triumph Tubular & Supply, Vantage Laser,
Wirth Steel and York Steel.

                      *    *    *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Standard & Poor's Ratings Services raised its ratings on
Russel Metals Inc., including the long-term corporate credit
rating, which was raised to 'BB' from 'BB-'. At the same time,
Standard &  Poor's assigned its 'BB-' rating to Russel Metals'
proposed US$175  million notes. The rating on the notes is one
notch lower than the  long-term corporate credit rating,
reflecting the significant  amount of priority debt, including
secured bank lines and subsidiary obligations, which would rank
ahead of the notes in the event of default. The outlook is stable.


SALTON: Enters Into Amended & Restated $275MM Credit Agreement
--------------------------------------------------------------
Salton, Inc. (NYSE: SFP) announced that it has entered into an
amended and restated $275 million revolving credit agreement with
Silver Point Finance, LLC.  The agreement amends and restates the
Company's existing bank credit facility and expires on June 15,
2007.

The agreement provides Salton with more flexible financial
covenants and borrowings under the agreement, and will accrue
interest at a spread of 500 basis points above LIBOR, with a
minimum interest rate of 7%. The facility, which will initially
limit aggregate borrowings to $207 million, will allow the Company
to borrow approximately $30 million more than under its previous
bank credit agreement. The agreement includes the ability to
refinance tranches of the loan to reduce borrowing costs.

Further details on the new agreement may be found in a form 8-K
filing to be filed by the Company this week.

                       About Salton, Inc.

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

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on small appliance manufacturer Salton Inc. to
'CCC+' from 'B', and lowered its senior secured bank loan rating
on the company to 'B-' from 'B+'. Standard & Poor's also lowered
its subordinated debt rating on Salton to 'CCC-' from 'CCC+'.

The outlook is developing.

"The company's profitability is significantly below Standard &
Poor's expectations," said Standard & Poor's credit analyst Martin
S. Kounitz. "This, as well as liquidity concerns, led to the
company's downgrade."


SHAVA INC: Roger E. Pawson Gains Control with 100% Equity Stake
---------------------------------------------------------------
On September 5, 2003, Roger E. Pawson, made a cash payment to two
shareholders of Shava, Inc., in the amount of seventeen thousand
five hundred dollars ($17,500), in exchange for 3,100,000 shares
of the Company's restricted common stock, transferred pursuant to
Section 4(1) of the Securities Act of 1933, as amended. These
shares, representing a controlling interest in the Company, were
acquired from the two existing shareholders of the Company,
specifically William F. Webster and Kathy Tkachuk.

The purpose of the transaction was to effect a change of control
of the Company to Mr. Pawson. As of May 7, 2004, Mr. Pawson
directly beneficially owns one hundred percent (100%) of the
issued and outstanding common stock of the Company.

Subsequent to this transaction, William F. Webster, one of the
Company's two Directors and the sole Officer, and Todd Tkachuk,
the Company's other Director, appointed Mr. Pawson as an
additional Director. Immediately after such appointment,
Mr. Webster and Mr. Tkachuk both tendered their resignations,
which the Company then accepted, leaving Mr. Pawson to serve as
the Company's sole Officer and Director.

The Company's executive offices have been relocated to 4878 Ronson
Court, San Diego, California, 92111. The telephone number is (858)
243-2615.

              Changes in Certifying Accountant

On April 13, 2004 the Company notified Larry Legel, CPA that they
were being dismissed as the Company's independent auditors.

Larry Legel, CPA performed the audit for the period ended December
31, 2001. The former accountants' report for the fiscal year ended
December 31, 2001 contained uncertainties as to the ability of the
Company to continue as a going concern.

On April 13, 2004, the Company's Board of Directors approved the
engagement of the firm of Lawrence Scharfman & Co., CPA, PA
located at 9608 Honey Bell Circle, Boynton Beach, FL 33437, as the
Company's independent auditors. Such appointment was accepted by
Lawrence Scharfman of the firm.


SILICON GRAPHICS: Finalizes $57.5MM Alias Software Business Sale
----------------------------------------------------------------
Silicon Graphics (NYSE: SGI), provider of the industry's highest-
performing compute, storage and visualization products, announced
the closing of the sale of its Alias graphics software business to
Accel-KKR, a technology-focused private equity investment firm.
The final purchase price is $57.5 million in cash. SGI expects to
realize approximately $50 million in net proceeds. The results of
the Alias business through the closing date will be consolidated
and shown as a discontinued operation in SGI's financials.

The sale of Alias is consistent with SGI's previously-stated
strategy to focus on high-performance computing, storage and
advanced visualization, with particular emphasis on the fast-
growing Linux(R) marketplace. SGI offers scalable servers, storage
solutions, workstations and advanced graphics systems.

                     About the Company

SGI, also known as Silicon Graphics, Inc. -- whose March 26, 2004
balance sheet shows a stockholders' deficit of $164,448,000 --
is the world's leader in high-performance computing, visualization
and storage. SGI's vision is to provide technology that enables
the most significant scientific and creative breakthroughs of the
21st century. Whether it's sharing images to aid in brain surgery,
finding oil more efficiently, studying global climate or enabling
the transition from analog to digital broadcasting, SGI is
dedicated to addressing the next class of challenges for
scientific, engineering and creative users. With offices
worldwide, the company is headquartered in Mountain View, Calif.,
and can be found on the Web at http://www.sgi.com/

As reported in the Troubled Company Reporter's April 23, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Mountain View, California-based Silicon Graphics,
Inc. (SGI) to 'CCC+' from 'CCC-'. The upgrade reflects improved
liquidity and year-over-year EBITDA improvement in each of the
past three quarters.

"The ratings on SGI reflect a leveraged financial profile, limited
financial flexibility and weak operating performance," said
Standard & Poor's credit analyst Martha Toll-Reed. While SGI has a
good technology position in high-end computing and graphics
solutions, the company has been struggling to establish revenue
stability and net profitability in the highly competitive
technical workstation and server markets. The company's efforts
have been hampered by reduced levels of information technology
spending, particularly for high-end equipment.


SK GLOBAL: Asks to Extend Deadline To Remove Actions to Sept. 15
----------------------------------------------------------------
SK Global America Inc. "requires additional time to analyze which
civil actions it may want to remove," Scott E. Ratner, Esq., at
Togut, Segal & Segal, LLP, in New York, tells the Bankruptcy
Court.  The right to transfer prepetition civil actions to the
Southern District of New York is a valuable right that the Debtor
does not want to lose inadvertently.  To preserve this right, the
Debtor asks the Court to extend the deadline to file notices of
removal for civil actions to September 15, 2004.

As the Debtor's case is only 10 months old, Mr. Ratner relates
that the Debtor has not had an opportunity to review its records
and determine whether it needs to remove any claims or civil
causes of action pending in state or federal court.

The claims bar date expired on November 24, 2003.  The Debtor has
commenced the process of reviewing and analyzing the filed proofs
of claim and recently filed several omnibus objections to claims.  
The Debtor has reached an agreement in principal with its largest
secured creditors over the treatment of their claims under a
plan, and over the next several weeks, the Debtor will formulate
and file a Chapter 11 plan.

Accordingly, the Debtor believes that the most prudent and
efficient course of action is to request a 90-day extension of
the time within which it may file notices of removal of any civil
action not subject to the automatic stay.

As of the Petition Date, 13 civil actions were pending.  The
Debtor believes that most of the civil actions are subject to the
automatic stay and, accordingly, may be removed at the time
provided in Rule 9027(a)(2)(B) of the Federal Rules of Bankruptcy
Procedure.  Moreover, most of the actions have been settled or
are in the process of being settled.  To the extent the action
has not been formally dismissed, the settled actions are listed
out of an abundance of caution:

   Pending Action                         Nature of Action
   --------------                         ----------------
   Citibank, N.A. Hongkong Branch         Collection suit in       
   v. SK Global America, Inc.,            respect of $20 million
   and SK Global Co., Ltd.                credit facility;
   Index No. 03-600886/03,                summary judgment
   Supreme Court of the State of          granted to Citibank on
   New York, County of New York           May 29, 2003.

                                          Settled.


   Kookmin Bank, NY Branch                Collection suit in
   v. SK Global America, Inc.,            respect of $20 million
   and SK Global Co., Ltd.                credit facility
   Index No. 601092/03 Supreme            summary judgment
   Court of the State of New              granted to Kookmin on
   York, County of New York               May 13, 2003.

   Kookmin Bank, New York
   Branch v. SK Global America,
   Inc., et al, No. 03 L 050539,
   Circuit Court of Cook County,
   Illinois


   Union Bank of California v.            Collection suit in
   SK Global America, Inc.                respect of $26.5
   Index No. 03-601074                    million credit
   Supreme Court of the State of          facility; Summary    
   New York, County of New York           judgment granted to
                                          Union Bank on
                                          May 29, 2003.

                                          Settled.


   Korea Exchange Bank v.                 Collection suit in       
   SK Global America, Inc.                respect of certain
   Index No. 601216/03                    loans.
   Supreme Court of the State of
   New York, County of New York


   In re: Magnetic Audiotape              Antitrust
   Antitrust Litigation,                  Settled.
   Index No. 99-CV-1580
   United States District Court
   for the Southern District of
   New York   

  
   Reliance National Insurance            Product Liability
   Company a/s/o Future Foam, Inc.        Answer filed
   v. SK Global America, Inc.             June 6, 2002.
   Index No. 0377/02
   Supreme Court of the State of
   New York, County of New York

   
   Torys vs. SK Global America,           Claim for legal fees.
   Inc. and Oldham Holdings, Inc.         Complaint filed
   Supreme Court, State of New York,      May 8, 2003.
   New York County,
   Friday No. 601448/03                   Settled.
   

   Jose Joaquin Lopez Montes              Claim for severance and
   Y Diaz v. SK Global America,           other employment
   Inc. and Ecoban Finance                related benefits.
   Limited, Mexican Federal
   Conciliation and Arbitration
   Board, Special Board No. 14,
   Mexico City, File No. 2163/1999


   Eun J. Yang vs. SKMA, Inc. et          Complaint for alleged
   al., including SK Global               wrongful termination of
   America, Inc., Superior Court          employment
   of California, County of Los
   Angeles, Case No. BC287731


   Cho Hung Bank v. SK Global             Collection Action:
   America, Inc., Supreme Court,          Complaint filed on       
   State of New York, New York            July 15, 2003;
   County, Index No. 03/602210            temporary restraining   
                                          order issued on
                                          July 22, 2003

   
   SKGA v. Ki Young Bang, Blue            Action brought by SKGA
   Apparel et al.                         alleging breach of  
                                          contract, fraud and  
                                          several other causes of
                                          action.  Judgment for
                                          $3.7 million has been
                                          entered in SKGA's favor
                                          and the case is now on
                                          appeal.  Ki Young
                                          Bang's brief has not
                                          yet been filed.


   SKGA v. John Roberts, Inc.             Action brought by SKGA
                                          alleging that Roberts
                                          converted SKGA's goods.
                                          Partial summary  
                                          judgment for SKGA in
                                          the amount of approx.
                                          $715,000 was entered in
                                          Feb. 2003.  Roberts has
                                          appealed.  SKGA is
                                          seeking additional  
                                          $350,000 in damages.

                                          Settled.

   U.S. Office of Foreign Assets Control  Government
   vs. SK Global America, Inc.            Investigation

                                          Response to the U.S.
                                          government inquiry was
                                          submitted April 11,
                                          2003.

(SK Global Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SLMSOFT INC: Toronto Stock Exchange Suspends Stock Trading
----------------------------------------------------------
The Variable Multiple Voting Shares (Symbol:ESP.A) and the Limited
Voting Shares (Symbol: ESP.B) of SLMsoft Inc. are suspended from
trading effective immediately, for failure to meet the continued
listing requirements of Toronto Stock Exchange.

                        *   *   *

Pursuant to an order of the Honorable Justice Ground of the
Ontario Superior Court of Justice made on October 31, 2003,
Richter & Partners Inc., has been appointed Interim Receiver and
Receiver and Manager over the assets, property and undertaking of
SLMSoft Inc., and certain of its subsidiaries, SLM Networks
Corporation, SLM Technologies Inc., GSA Consulting Group Inc. and
FMR Systems Inc.

SLM filed for protection under the Companies' Creditor Arrangement
Act on May 27, 2003. As a result of SLM's inability to meet
ongoing obligations and its continuing losses after the CCAA
filing, the CCAA proceedings were terminated and Richters was
appointed.


SOLUTIA: Inks Stipulation Allowing National Union To Advance Costs
------------------------------------------------------------------
In July 2003, five securities class actions were commenced
against Solutia, Inc., and certain of its current and former
directors and officers in the United States District Court for
the Northern District of California.  The Class Actions allege
violations of federal securities laws.

On January 26, 2004, California District Court Judge Saundra
Brown Armstrong consolidated the Actions under the caption
"Richard Brazin, et al. v. Solutia Inc., et al., No. 03-3554-
SBA."

National Union Fire Insurance Company of Pittsburgh, PA, has
issued an Executive and Organization Liability Policy No. 569-71-
07, which provide certain coverage to current and former Solutia
directors and officers including the Individual Defendants.  The
Policy provides primary coverage and has a $15,000,000 limit of
liability and retention of $5,000,000.  The Policy does not
provide direct entity coverage to Solutia.  Instead, the Policy
provides coverage to Solutia for losses arising from a claim made
against an insured person only to the extent that Solutia has
indemnified that insured person.

Solutia and the Individual Defendants asked National Union to
advance defense costs incurred in connection with the Actions
pursuant to the Policy's terms and conditions notwithstanding
that Solutia is precluded from paying its retention obligation as
a result of the pendency of these Chapter 11 cases.  National
Union agreed to advance the defense costs incurred in connection
with the Actions subject to the terms and conditions of the
Policy and subject to a full reservation of rights under the
Policy and at law and equity.

Solutia believes that the advancement of defense costs does not
involve property of its estate and thus is not subject to the
automatic stay under Section 362 of the Bankruptcy Code because
the Policy only provides organization coverage to Solutia to the
extent that Solutia has indemnified an insured person, and
Solutia has not indemnified any insured persons under the Policy.

The Bankruptcy Court has previously lifted the automatic stay
with regard to the advancement of defense costs under a directors
and officers' insurance policy.

At the parties' agreement, the Court lifts the automatic stay to
permit the advancement of defense costs pursuant to the terms and
conditions of the Policy in connection with the defense of the
Individual Defendants in the Actions, up to and including the
full limits of liability of the Policy.

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)


SPIEGEL: Enters Into Amended Purchase Agreement With Newport News
-----------------------------------------------------------------
Spiegel, Inc., Newport News, Inc., Newport News Services, LLC,
and New Hampton Realty Corp., seek the Court's authority to enter
into an amended purchase agreement with Newport News
International Limited -- formerly known as Pangea Acquisition 8
Limited -- which provides that instead of the Newport Sellers
selling assets directly to Newport News International, as
contemplated by the approved Purchase Agreement:

    (a) all or substantially all of the assets of the Newport
        Sellers and all or substantially all of their liabilities
        will be sold, assigned and transferred to a newly formed,
        wholly owned non-Debtor subsidiary of the Newport Sellers
        -- NNI Newco;

    (b) all of the ownership interests in NNI Newco will be
        transferred to Spiegel; and

    (c) Spiegel will sell the NNI Newco Shares to Newport News
        International.

Furthermore, the Newport Sellers ask the Court:

    * for authority to enter into, perform under and take all
      actions necessary to give effect to the NNI Stock Purchase
      Agreement;

    * to approve a certain Side Letter Agreement between the
      Newport Sellers and Newport News International, which Side
      Letter sets forth the terms and conditions on which Newport
      News International is obligated to consummate the
      transactions contemplated by the NNI Stock Purchase
      Agreement; and

    * to enter an Order that will amend and supersede the previous
      Order, dated May 14, 2004, which approved the sale of the
      Newport Assets directly to Newport News International in
      accordance with the Purchase Agreement.

               The Proposed Stock Purchase Agreement

Shortly before the date determined by the Newport Sellers to
consummate the Approved Purchase Agreement, Newport News
International informed the Debtors that its financing sources
insisted that the Approved Purchase Agreement be restructured as
a stock purchase.  In addition, Newport News International
disputed the Newport Sellers' assertion that all conditions to
closing set forth in the Approved Purchase Agreement had been
satisfied and that Newport News International was obligated to
close.  Specifically, Newport News International has asserted
that the Newport Sellers have failed to deliver credit-processing
agreements.  Accordingly, the Newport Sellers determined that
there was a reasonable possibility that Newport News
International could fail to close its transaction with the
Debtors, or that it would argue that all the conditions to its
obligations to close had been met.  While they believe that any
failure to close would entitle them to certain rights and
remedies, the Debtors maintain that their creditors and their
estates will be in a far better position if the sales were
consummated and the full consideration received without contest
or litigation.

The Newport Sellers entered into negotiations designed to
maximize the probability that their sale transactions would be
consummated.  Accordingly, the Newport Sellers and Newport News
International have agreed to enter into the NNI Stock Purchase
Agreement and the accompanying NNI Side Letter Agreement.

The composition of the Newport Purchased Assets and the Newport
Assumed Liabilities will remain the same under the terms of both
the Approved Purchase Agreement and the NNI Stock Purchase
Agreement.  Under the NNI Stock Purchase Agreement, Newport News
International will own 100% of the common stock of the entity to
which 100% of both the Newport Purchased Assets and the Newport
Assumed Liabilities will be contributed.  In addition, Newport
News International would guaranty all of the Newport Assumed
Liabilities.

Other changes from the Approved Purchase Agreement, as
incorporated in the NNI Stock Purchase Agreement, are:

    (a) Closings -- There would be a three-phase closing.  The
        phases would occur back-to-back and virtually
        simultaneously.  In the first phase, referred to as the
        "Contribution Closing," the Newport Sellers would
        contribute the Newport Purchased Assets and the Assumed
        Liabilities to NNI Newco.  In the second phase, the Shares
        in NNI Newco would be transferred to Spiegel.  In the
        third phase, Spiegel would sell the Shares to Newport News
        International.

    (b) Representations and Warranties Regarding Organization,
        Authority of NNI Newco -- The Newport Sellers will make
        customary representations that NNI Newco is duly
        organized, validly existing and in good standing, has the
        necessary corporate power and authority, subject to
        obtaining any needed approval of the Bankruptcy Court, to
        enter into the agreements to which it is a party, to carry
        out its obligations under these agreements and to
        consummate the transactions contemplated.  The Newport
        Sellers will also make customary representations regarding
        NNI Newco's authorization to carry out the transactions
        contemplated by the agreements and that these agreements
        are legal, valid and binding obligations of NNI Newco,
        enforceable against NNI Newco in accordance with the
        terms.

    (c) Representations and Warranties Regarding Capitalization of
        NNI Newco -- The Newport Sellers will represent that as of
        the Closing, the Shares will be validly issued, fully paid
        and non-assessable and will not be issued in violation of
        any preemptive rights, the Shares will constitute all the
        issued and outstanding capital stock of NNI Newco, and
        that at the Closing, Spiegel will convey good and
        marketable title to the Shares free and clear of all
        Liens.

    (d) Representations and Warranties Regarding Operations of NNI
        Newco -- The Newport Sellers will represent that NNI Newco
        will be formed solely for the purpose of entering into the
        transactions contemplated under the Agreement, and will
        engage in no other business activities.

    (e) Conveyance Taxes -- Under the Approved Purchase Agreement,
        the Newport Sellers would be liable for 50% of all
        Conveyance Taxes.  Under the Approved Purchase Agreement,
        the Newport Sellers will not be liable for any Conveyance
        Taxes in excess of those which they would have been liable
        for had the asset sale been consummated.

    (f) Purchaser Guaranty -- From and after the Closing, Newport
        News International unconditionally, irrevocably and
        absolutely guarantees to Spiegel, the Newport Sellers and
        their affiliates the due and punctual performance and
        discharge by NNI Newco of the Assumed Liabilities, the
        obligations under the Designated Contracts and any other
        obligations of NNI Newco under the applicable Ancillary
        Agreements.  The guarantee is a guarantee of timely
        payment and performance of the obligations and not merely
        of collection.  To the fullest extent permitted by
        applicable law, the guaranty obligations of Newport News
        International will remain in full force and effect.

    (g) Indemnification -- The indemnity given by Newport News
        International to the Newport Sellers has been modified to
        specifically include coverage for any costs incurred by
        the Newport Sellers related to Newport News
        International's obligations regarding Designated Contracts
        assumed and assigned to it, Newport News International's
        obligations to pay Conveyance Taxes and its assumption of
        the Assumed Liabilities.

    (h) Termination -- Either party will have the right to
        terminate the Stock Purchase Agreement if the Bankruptcy
        Court has not entered the Amended Approval Order on or
        prior to June 23, 2004, or the Newport Sellers if the
        Closing will not have occurred by June 30, 2004.

An additional condition to Newport News International's
obligation to close under the NNI Stock Purchase Agreement will
be that the Contribution Closing and the Stock Transfer will have
been consummated.  Also, Newport News International has agreed
that only those representations and warranties contained in the
NNI Stock Purchase Agreement must be "brought down" at closing --
all other representations and warranties are deemed to be true as
of the Closing.

A full-text copy of the NNI Stock Purchase Agreement is available
at no charge at:

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

                    The NNI Side Letter Agreement

The Newport Sellers and Newport News International have entered
into the NNI Side Letter Agreement regarding the proposed
transactions.  Under the NNI Side Letter Agreement, the parties
have agreed to these terms:

    (a) Right to Withdraw Stock Purchase Agreement -- For Newport
        News International to benefit the Newport Sellers, and
        notwithstanding that the Newport Sellers have notified
        Newport News International that all conditions to closing
        under the Approved Purchase Agreement have been satisfied
        and Newport News International is obligated to close, the
        Side Letter provides that the Newport Sellers or Spiegel
        may, in their sole discretion, withdraw the motion and
        otherwise seek to close the transactions under the
        approved Newport Purchase Agreement.  If the Newport
        Sellers or Spiegel exercise that right, then:

        -- the NNI Stock Purchase Agreement will be deemed null
           and void and none of the Newport Sellers or Spiegel
           will have any obligations, and Newport News
           International will have no rights, under the NNI Side
           Letter Agreement; and

        -- Newport News International will, if the Newport Sellers
           so designate, be obligated to consummate the Closing
           contemplated under the Approved Newport Purchase
           Agreement.

        In addition, Newport News International's obligation to
        consummate the Sale Closing will be subject to the
        condition that JPMorgan Chase Bank, Chase Merchant
        Services, L.L.C., Discover Financial Services, American
        Express, or their affiliates execute and deliver at the
        Sale Closing counterparts of the credit card processing
        agreements.  In the event that the Sale Closing
        contemplated is not consummated on the Closing Date, the
        Newport Sellers will not have any obligation to return
        Newport News International's Deposit, and its Deposit
        irrevocably will become the property of the Newport
        Sellers and will not be credited against the purchase
        price of any subsequent buyer.

    (b) Conditional Waiver of Approved Purchase Agreement --
        Notwithstanding execution and delivery of the NNI Stock
        Purchase Agreement and the NNI Side Letter Agreement,
        Newport News International has agreed and acknowledged
        that:

        -- the Approved Purchase Agreement will continue to
           constitute a legal, valid and binding obligation of
           Newport News International until the time, if any, that
           the Court has approved the NNI Stock Purchase
           Agreement; and

        -- until the Court has approved the NNI Stock Purchase
           Agreement and the NNI Side Letter Agreement and
           authorized the Newport Sellers to consummate the
           contemplated transactions, the Newport Sellers'
           obligations to consummate the transactions are subject
           to that approval.

    (c) Financing -- Until the Stock Closing or the Sale Closing,
        Newport News International will provide the Newport
        Sellers and their representatives with reasonable access
        to Newport News International's financing sources in
        respect of the transactions contemplated under the
        Approved Purchase Agreement for the purposes of discussing
        Newport News International, its financing and other
        related transactions.

    (d) Purchase Price Adjustment -- Newport News International
        has agreed to pay to the Newport Sellers following the
        Asset Closing or the Stock Closing, as the case may be, an
        amount equal to the negative operating cash flow of the
        Business, if any, from the date as the form of credit card
        processing agreement to be executed by Chase Merchant
        Services, or its affiliate, at the Closing is finalized
        through the date of the Closing.

A full-text copy of the NNI Side Letter is available at no charge
at:

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

After extensive analysis of Newport News International's offer
for the Newport Purchased Assets, the Debtors and their advisors
believe that the terms and conditions of the NNI Stock Purchase
Agreement are fair and reasonable and comparable to terms of
similar agreements in sales of comparable assets and liabilities.
Accordingly, the Debtors contend that there are sound business
reasons to sell the Newport Purchased Assets and the Newport
Assumed Liabilities to Newport News International on the terms
set forth in the NNI Stock Purchase Agreement.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SR TELECOM: Selected for Security Project in Morocco
----------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq: SRXA) announced that it has
received orders valued at over $1.6 million from Defense Nationale
du Royaume du Maroc (Gendarmerie Royale). The Gendarmerie Royale
has selected the SR500(TM) fixed wireless access system for a
private voice and data network project. Deliveries are scheduled
to commence immediately.

The SR500 network will be centered in the capital city of Rabat
and will transport internal voice and data traffic for the
Gendarmerie Royale. The network will connect over 42 stations
throughout Rabat. SR Telecom will also provide certain services,
including field surveys, network design, installation, training
and project management.

"Gendarmerie Royale required a dependable and secure solution to
transport highly sensitive voice and data traffic and they have
found
precisely that in the SR500. This underscores the inherent
security of our airlink and the reliability of our wireless
products," said Pierre St-Arnaud, SR Telecom's President and Chief
Executive Officer.

                        About SR500

The SR500 is a high-capacity point-to-multipoint fixed wireless
access system that enables operators to extend their reach and
deliver a full range of tailor-made voice and data applications to
end-users in remote locations. Designed for the harshest
environments, SR500 is a robust system built on field-proven
technology and supports a variety of network and end-user
interfaces. With a reach of up to 720 kilometres from the central
station, the SR500 boasts the longest reach in the industry and
has the largest installed base in the world.

                      About SR Telecom

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

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

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

                            *   *   *

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

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

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


STOLT-NIELSEN: Nominates Roelof Hendriks & James Hurlock to Board
-----------------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI)
announced that Roelof Hendriks and James B. Hurlock have been
nominated to the Board of Directors of SNSA. The company
shareholders will be asked to vote these candidates onto the Board
at the Annual General Meeting on July 7, 2004 at 2:00 p.m. local
time, at the offices of Services Generaux de Gestion S.A., 23,
avenue Monterey, L-2086 Luxembourg. The new appointments will
increase the number of SNSA Directors to nine, and raise the
number of outside Directors by one. The appointments also
position the Company for compliance with the Sarbanes-Oxley
equirements for boards of directors by January 2005.
    
The Company added that Mr. Hendriks will serve on the Audit
Committee as its financial expert and that Mr. Hurlock, as
previously announced, will chair an SNSA board committee to
oversee all legal issues.
    
Mr. Hendriks has been Chief Financial Officer and a Member Board
of Management of CSM N.V since 2000. Prior to that, he was a Vice
Chairman Executive Board, Koninklijke Vopak N.V. He held various
positions at Koninklijke Vopak N.V. and its predecessor, Van
Ommeren, from 1980 until 2000. Mr. Hendriks received a law degree
from Vrije Universiteit, Amsterdam. He is a Dutch citizen.

Mr. Hurlock served as Interim Chief Executive Officer of Stolt-
Nielsen Transportation Group from July 2003 to June 14, 2004. He
also serves as a Director of Stolt Offshore S.A. Mr. Hurlock is a
retired partner from the law firm of White & Case LLP and served
as Chairman of its Management Committee from 1980 to 2000. He
holds a BA degree from Princeton University, an MA Jurisprudence
from Oxford University and a JD from Harvard Law School. Mr.
Hurlock is a U.S. citizen.

"Mr. Hendriks and Mr. Hurlock will provide valuable financial and
legal expertise to the Board," said Jacob Stolt-Nielsen, Chairman
of the Board of Stolt-Nielsen S.A. "We look forward to benefiting
from their counsel."

                  About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. Stolt Sea
Farm, wholly owned by the company, produces and markets high
quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon,
caviar, tuna and tilapia. The Company also owns 41.7 percent of
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO),
which is a leading offshore contractor to the oil and gas
industry, specializing in technologically sophisticated deep-water
engineering, flowline and pipeline lay, construction, inspection
and maintenance services.

As previously reported, the Company is currently involved in an
ongoing disagreement with its senior unsecured noteholders with
respect to its compliance with certain convenants under its senior
unsecured notes. The Company has been in discussions with the
representatives of the senior unsecured noteholders attempting to
resolve this disagreement. As a result of the dispute, if the
Company were to file the Annual Report on Form 20-F June 1, it is
likely that the audit opinion of the Company's independent
accountants with respect to the Company's 2003 financial
statements would raise concerns over the Company's ability to
continue as a going concern.

The Company currently believes it will have adequate liquidity to
meet all its commitments through at least the remainder of this
fiscal year. The Company intends to file its Annual Report on Form
20-F on or before June 16, 2004.


TENET HEALTHCARE: S&P Rates $500M Senior Unsecured Notes at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
health care service provider Tenet Healthcare Corp.'s proposed
$500 million senior unsecured notes due in 2014. At the same time,
Standard & Poor's affirmed its existing ratings on the company.

The proceeds from the issue will allow Tenet to refinance certain
debt with earlier maturity dates. Proceeds will also be used for
general corporate purposes. Although the extension of the debt
maturity profile is beneficial for Tenet, the outlook remains
negative.

The unsecured notes are rated one notch below the corporate credit
rating. This reflects the structural subordination of the
unsecured debt, as unsecured creditors are disadvantaged relative
to bank creditors.

Tenet, based in Santa Barbara, California, had about $4.0 billion
of debt outstanding as of March 31, 2004.

"The ratings reflect Tenet's expectations of weak operating
performance and cash flow over the next year," said Standard &
Poor's credit analyst David Peknay. "This offsets the size and
scale of the company's otherwise considerable asset base. The
ratings also incorporate the risk of ongoing litigation and
investigations."

The company's debt leverage has been increasing as well. Debt to
EBITDA may rise to more than 5.0x by late 2004, a dramatic
increase from 4.2x at Dec. 31, 2003, and 2.4x as of Sept. 30,
2003. Moreover, it is unclear whether the company will be able to
sell 27 poorly performing hospitals, as it announced it would in
2004. Such a large number of hospitals with poor margins
demonstrates the magnitude of the company's difficulties and
the weak asset quality in a sizable number of facilities. If the
company fails to complete the sale of these hospitals, it will be
limited in its ability to improve operating performance.


TERREMARK WORLDWIDE: Auditors Remove Going Concern Opinion
----------------------------------------------------------
Terremark Worldwide, Inc. (AMEX:TWW), a leading operator of
integrated Tier-1 Internet exchanges and best-in-class network
services, reported March 31, 2004 year end results from
operations.

Consolidated revenue for the year ended March 31, 2004 was
approximately $18.2 million compared to approximately $14.7
million for the year ended March 31, 2003. Revenue reflects an
increase of approximately $6.0 million or 54%, in data center
revenue from the NAP of the Americas, offset by a decrease of
approximately $2.5 million related to non-core activities that
were substantially reduced during fiscal year 2004. The increase
in revenue was primarily the result of growth in new customers and
new services.

The net loss for the year ended March 31, 2004 was approximately
$22.5 million or $(0.08) per share compared to the net loss for
the year ended March 31, 2003 of approximately $41.2 million or
$(0.18) per share. The decreased losses result from impairment
charges and debt conversion charges totaling approximately $8.9
million in 2003 and a debt restructuring gain of approximately
$8.5 million during 2004.

As a result of our significantly improved financial condition, our
auditors have removed their "going concern" opinion on our March
31, 2004 financial statements.

"Today marks the beginning of a new chapter in Terremark's history
- we are in the strongest financial position ever. We have a
diverse and growing customer base in both the government and
enterprise sectors, and given our visibility for growth, we
recently issued financial guidance for the first time," said
Manuel D. Medina Chairman and Chief Executive Officer of Terremark
Worldwide, Inc. "The closing of this financing transaction
indicates the strong interest of institutional investors in our
Company and underscores the tremendous work of the Terremark team
during this last year."

Additional information regarding the Company's financial
performance and liquidity as of and for the year ended March 31,
2004 and a comparison of the financial performance for the year
ended March 31, 2003 can be found on the attached balance sheet
and statement of operations and in the Company's Annual Report on
Form 10-K.

             About Terremark Worldwide, Inc.

Terremark Worldwide Inc. (AMEX:TWW) is a leading operator of
integrated Tier-1 Internet exchanges and best-in-class network
services, creating technology marketplaces in strategic global
locations. Terremark is the owner and operator of the NAP of the
Americas, the 5th Tier-1 Network Access Point in the world and the
model for the carrier-neutral TerreNAP(sm) Data Centers the
company has in Santa Clara, California (NAP of the Americas/West),
in Sao Paulo, Brazil (NAP do Brasil) and in Madrid, Spain (NAP de
las Americas - Madrid). The carrier-neutral NAP of the Americas is
a state-of-the-art facility that provides exchange point,
collocation and managed services to carriers, Internet service
providers, network service providers, government entities, multi-
national enterprises and other end users. The NAP, which connects
fiber networks in Latin America, Europe, Asia and Africa to those
in the U.S., enables customers to freely choose among the many
carriers available at the TerreNAP Centers to do business.
Terremark is headquartered at 2601 S. Bayshore Drive, 9th Floor,
Miami, Florida USA, (305) 856-3200. More information about
Terremark Worldwide can be found at http://www.terremark.com/

At March 31, 2004, Terremark Worldwide's balance sheet shows a
stockholders' deficit of $22,719,606 compared to a deficit of
$46,460,698 at March 31, 2003.


TERREMARK WORLDWIDE: Completes Sale of $75 Mil. Convertible Notes
-----------------------------------------------------------------
Terremark Worldwide, Inc. (AMEX:TWW), a leading operator of
integrated Tier-1 Internet exchanges and best-in-class network
services, announced that it has completed the previously announced
sale of $75 million in aggregate principal amount of its 9.0%
Senior Convertible Notes due June 15, 2009, to qualified
institutional buyers. Terremark has also granted the initial
purchaser of the Notes a 30-day option to purchase up to an
additional $11.25 million aggregate principal amount of the Notes.
Terremark intends to use the net proceeds from this offering to
repay all of its outstanding debt, for possible acquisitions and
for general corporate purposes.

The Notes bear interest at a rate of 9.0% per annum, payable semi-
annually, beginning on December 15, 2004. The Notes will be
convertible at the option of the holder into Terremark common
stock at $1.25 per share.

                 About Terremark Worldwide, Inc.

Terremark Worldwide Inc. (AMEX:TWW) is a leading operator of
integrated Tier-1 Internet exchanges and best-in-class network
services, creating technology marketplaces in strategic global
locations. Terremark is the owner and operator of the NAP of the
Americas, the 5th Tier-1 Network Access Point in the world and the
model for the carrier-neutral TerreNAP(sm) Data Centers the
company has in Santa Clara, California (NAP of the Americas/West),
in Sao Paulo, Brazil (NAP do Brasil) and in Madrid, Spain (NAP de
las Americas - Madrid). The carrier-neutral NAP of the Americas is
a state-of-the-art facility that provides exchange point,
collocation and managed services to carriers, Internet service
providers, network service providers, government entities, multi-
national enterprises and other end users. The NAP, which connects
fiber networks in Latin America, Europe, Asia and Africa to those
in the U.S., enables customers to freely choose among the many
carriers available at the TerreNAP Centers to do business.
Terremark is headquartered at 2601 S. Bayshore Drive, 9th Floor,
Miami, Florida USA, (305) 856-3200. More information about
Terremark Worldwide can be found at http://www.terremark.com/

At March 31, 2004, Terremark Worldwide's balance sheet shows a
stockholders' deficit of $22,719,606 compared to a deficit of
$46,460,698 at March 31, 2003.


TIMKEN COMPANY: Begins Talks with Union Over Canton Plant Closures
------------------------------------------------------------------
The Timken Company and United Steelworkers union met Monday to
begin the effects bargaining process involving the Canton bearing
plants.  In tandem with this process the parties agreed over the
next few weeks to explore the possibility of opening formal
negotiations over the current labor contract.

The meeting was productive and the parties will be focusing on
opportunities to lessen the impact on employment involving the
recent closure announcement of the Canton bearing plants.

                    About Timken Company

The Timken Company (NYSE: TKR) (Moody's, Ba1 Senior Unsecured
Debt, Senior Implied and Senior Unsecured Issuer Ratings) --
http://www.timken.com/-- is a leading global manufacturer of
highly engineered bearings and alloy steels and a provider of
related products and services with operations in 27 countries. A
Fortune 500 company, Timken recorded 2003 sales of $3.8 billion
and employed approximately 26,000 at year-end.


TRICO MARINE: Will Not Make Senior Notes Interest Payment
---------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) announced that it will
not make the payment of interest due under its outstanding $250
million 8 7/8% senior notes due 2012 following the expiration of a
30-day grace period to make such a payment. The Company previously
exercised its right to utilize the grace period and made a public
announcement with respect thereto on May 10, 2004. As a result of
the decision not to make the interest payment and the expiration
of the 30-day grace period, the Company will be in default under
the Senior Notes which gives rise to cross-default provisions
under certain other agreements.

Trico continues to analyze its financial restructuring
alternatives. The Company is continuing to hold discussions with
financial and legal advisors to an ad hoc committee of holders of
the Senior Notes and with other creditors. The Company intends to
make timely payments to all employees, suppliers and vendors.

                      About the Company

Trico provides a broad range of marine support services to the oil
and gas industry, primarily in the Gulf of Mexico, the North Sea,
Latin America, and West Africa. The services provided by the
Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities. Trico has principal offices in
Houma, Louisiana, and Houston, Texas. Please visit our website at
http://www.tricomarine.com/


UNITED AIRLINES: Committee Moves To Prosecute Antitrust Claim
-------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Court's
permission to prosecute an antitrust claim on behalf of United
Air Lines, Inc.  The Creditors Committee also asks the Court to
enjoin United from executing a Term Sheet with the Chapman Group
pending resolution of the antitrust issue.

The members of the Chapman Group have joined forces to exert
leverage to extract higher lease rates and better terms from the
Debtors than their members could obtain in individual
negotiations.

Bruce S. Sperling, Esq., at Sperling & Slater, recounts that the
Court provided the Committee with the resources to conduct its
investigation based on a theory of antitrust violation by the
Chapman Group.  The Committee's economic expert, the Leaf Group,
cannot prepare a final report until discovery is obtained from
the Chapman Group.  Based on the investigation to date, Mr.
Sperling advises the Court that the facts demonstrate "a clear
violation of antitrust laws."  Leaf Group estimates that this
violation has cost the Debtors $1,100,000,000 in overcharges as
reflected in the Term Sheet prices, and unless enjoined by the
Court, may cause massive future injury to the estates.  It is
essential, therefore, that the cause of action against the
Chapman Group be pursued now, as opposed to waiting to object to
the long-expected Term Sheet that has yet to materialize.

Mr. Sperling speculates that the finalization of the Term Sheet
may have been delayed for tactical reasons.  If the Term Sheet is
unveiled closer to emergence, the Committee will have less time
to take discovery, prepare legal strategy and mount a viable
effort to oppose its approval by the Court.  The Chapman Group
would then argue that there is insufficient time to separately
renegotiate aircraft financing terms with individual members.

The Committee wants the Chapman Group prohibited from:

   (1) negotiating as a group;

   (2) refusing to negotiate individually; and

   (3) threatening to collectively boycott the Debtors if its
       demands are not met.

The Committee has repeatedly asked the Debtors to pursue the
antitrust claim against the Chapman Group, but has been rebuffed.  
This is not surprising, Mr. Sperling says, since the same
rationale that caused the Debtors to give in to the Chapman Group
for negotiations also inhibit them from bringing suit.  The
Debtors' management is unwilling to risk the Chapman Group's
repeated threat to pull as many as 98 planes at once from the
Debtors' fleet.  The Debtors, and especially their creditors who
will bear the brunt of the $1,100,000,000 overcharge, will suffer
irreparable harm if the Chapman Group is not broken up and the
marketplace restored.  The Debtors must be allowed to obtain the
aircraft they need in an unrestrained market.  The injunction
will put the parties into their proper individual negotiating
positions to reach market driven rates for the aircraft.

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)   


VERESTAR INC: Court Fixes June 25 as Claims Bar Date
----------------------------------------------------
On April 29, 2004, the U.S. Bankruptcy Court for the Southern
District of New York entered an order establishing a deadline for
creditors to file their proofs of claim against Verestar, Inc.,
and its debtor-affiliates.

The Honorable Allan L. Gropper has set June 25, 2004, at 5:00 p.m.
as the last date to file proofs of claim against the Debtors.  
Proof of claim forms must be delivered to:

  if by overnight delivery or hand:   if by mail:
  ---------------------------------   -----------
  Verestar                            Verestar
  Claims Processing Center            Claims Processing Center
  c/o U.S. Bankruptcy Court           P.O. Box 5145
  Southern District of New York       Bowling Green Station
  One Bowling Green                   New York, NY 10274-5145
  New York, NY 10004-1408

Proofs of claim need not be filed if the claims are:

     (a)  already properly field;
     (b)  listed on any of the Debtor's Schedules;
     (c)  previously allowed by the Court;
     (d)  expense of administration;
     (e)  from one of the debtors or any direct and indirect
          subsidiary; and
     (d)  held by SkyTerra Commuications arising and arising after
          August 29, 2003

Copies of the Debtor's Schedules are available at
http://www.nsyb.uscourts.gov/

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- is a provider of satellite and  
terrestrial-based network communication services.  The Company and
two if its affiliates filed for chapter 11 protection on December
22, 2003 (Bankr. S.D.N.Y. Case No. 03-18077).  Matthew Allen
Feldman, Esq., at Willkie Farr & Gallagher LLP represents the
Debtors.  When the Company filed for protection from its
creditors, it listed assets and debts of more than $100 million
each.  As reported in the Troubled Company Reporter on April 6,
2004, SES AMERICOM received U.S. Bankruptcy Court approval to
acquire the assets of Verestar Inc., for $18.5 million in cash.


WALSH TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Walsh Trucking Services, LLC
        50 Burney Avenue
        Massena, New York 13662

Bankruptcy Case No.: 04-13948

Type of Business: The Debtor is a truckload carrier.
                  See http://www.walshtrucking.net/

Chapter 11 Petition Date: June 15, 2004

Court: Northern District of New York (Albany)

Debtor's Counsel: Francis J. Brennan, Esq.
                  Nolan & Heller, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: 518-449-3300

Total Assets: $2,142,642

Total Debts:  $1,945,557

Debtor's 20 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
Griffith Energy                              $46,274

John Ray & Sons, Inc.                        $43,255

Long-Park Tire, Inc.                         $39,833

Penske Truck Leasing                         $28,834

Frey the Wheelman                            $27,086

MCI                                          $15,274

Fleetpride, Inc.                             $14,638

Niagara Mohawk                               $12,715

Agway Energy Products Commercial Sales       $12,324

IOS Capital                                  $11,746

Material Handling Products Corp.             $11,058

Scott's Diesel Solutions                     $10,798

A.V. Properties, Inc.                         $9,228

Accord Human Resources                        $8,801

Stadium Intern'l Trucks, Inc.                 $7,953

Kurk Fuel Company                             $7,801

Nextel Partners                               $7,776

F.W. King Petroleum Prod. Inc.                $6,988

Decarolis Truck Rental Inc.                   $6,561

Paetec Communications, Inc.                   $4,816


WEIRTON STEEL: ISG Weirton CEO Names New Management Appointees
--------------------------------------------------------------
On May 18, 2004, Rodney B. Mott, President and CEO of ISG
Weirton, Inc., announced that, with the closing of the Weirton
Steel Acquisition, ISG has become North America's largest
integrated steel producer.

"As we move forward we must strive to improve our performance and
our profitability through the continued hard work and dedication
of our most valuable asset, our people.  Current customers of
both ISG and Weirton are counting on us to achieve a seamless
transition and ensure the continued on-time delivery of high-
quality products on which they depend," Mr. Mott said in an
internal announcement.  "This will necessitate the reassignment
of several members of the current ISG management team and the
appointment of several new members."

Mr. Mott announced these appointments, which are effective
immediately:

   (a) William McKenzie, ISG's Transition Team Leader at the
       Weirton Steel, Weirton, WV facility, will assume the
       position of VP and General Manager of ISG Weirton.

       Bill is a 1978 graduate of West Virginia University with a
       Bachelor of Science degree in Mechanical Engineering.  He
       has 26 years of experience in the metals industry
       including eight years with Weirton Steel and 14 years with
       Nucor Steel.  Bill joined the ISG team in April 2002 as
       the company was being formed.  Prior to serving as
       Transition Team Leader at Weirton, he was VP and General
       Manager of ISG Coatesville.

   (b) Terry Fedor will serve as the Senior Division Manager,
       Maintenance, Engineering & Utilities at ISG Weirton.

       Terry received his Bachelor of Science degree in
       Mechanical Engineering in 1988 from the University of
       Akron and his Master of Business Administration from John
       Carroll University in 1993.  Terry has over 18 years of
       industrial experience in several positions of increasing
       responsibility ranging from Iron Making to Hot Rolling and
       Finishing.  Terry's most recent position was as the
       Division Manager of Maintenance, Engineering & Utilities
       for ISG's Cleveland plant.

   (c) John Duncan will serve as the Senior Division Manager,
       Primary at ISG Weirton.

       John is a 1965 graduate of Eastern Kentucky University and
       received his Bachelor of Science degree in Chemistry.
       John has 35 years in the Metals Industry, 27 years at AK
       Steel serving in various capacities including a final
       position as General Plant Manager.  Has 8 years as an
       independent consultant prior to joining ISG as the
       Division Manager of Iron Production at Sparrows Point.

   (d) William Stephans will serve as the Division Manager, Cold
       Rolling and Coated at ISG Weirton.

       Bill is a 1970 graduate of the University of Pittsburgh
       with a Bachelor of Science degree in Metallurgical
       Engineering.  Bill began his career with J&L Steel, the
       predecessor of LTV in 1970 and has served in various
       operating positions from superintendent to manager of
       operations in his 34 years in the steel industry.  Bill
       most recently served as a plant manager of the Youngstown
       ERW pipe plant of LTV Copperweld until starting with ISG
       in April 2004.

   (e) Robert Rubicky will serve at the Division Manager for
       Human Resources and Labor Relations at ISG Weirton.

       Rob received his Bachelor of Engineering in 1980 and his
       Masters in Business Administration in 1998 both from
       Youngstown State University.  Rob started his career as an
       Industrial Engineer in 1979 and transitioned into the
       Human Resource arena in 1984 and has served in several
       managerial positions including his recent position as
       Director of Benefits, Compensation & Medical Services at
       Weirton Steel.

   (f) David Bordo will serve as the Plant Controller for ISG
       Weirton.

       Dave received his Bachelor of Science degree with honors
       from West Virginia University in 1984.  After graduation,
       Dave worked with the Pittsburgh office of Arthur Andersen
       & Co., earning his CPA in 1985.  Dave has worked in
       various capacities in the metals industry from General
       Manger of ProSteel Industries to CFO of MetalSite, Inc.
       After MetalSite was sold in 2002, Dave joined Weirton
       Steel Corporation serving as Treasurer.

   (g) Cynde Vidas will serve as the Manager for Commercial
       Sales for ISG Weirton.

       Cynde received her degree from West Liberty State College
       in 1998 with a BA - Board of Regents.  Cynde has 27 years
       of experience at Weirton Steel.  Her career began in
       Weirton's management trainee program and worked as a
       production supervisor in the Sheet Mill for seven years
       before entering the sales group. Cynde served as the East
       Regional Sales Manager for Tin Products in 1996 thru 1998
       then was promoted to her most recent position at Weirton
       as the Product Manager, Coated Products before being named
       General Manager - Sheet Sales.

"Each of these individuals has proven leadership skills with the
talent and dedication needed to meet the challenges ahead.  I
have great confidence in each of them and know that I can count
on each of you to support the Team's work.  By pulling together
we all can help to ensure a successful future," Mr. Mott added.
(Weirton Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WESTERN RESOURCES: Fitch Withdraws BB- Preferred Securities Rating
------------------------------------------------------------------
Fitch Ratings has withdrawn the 'BB-' rating assigned to Western
Resources Capital Trust I 7 7/8% cumulative quarterly income
preferred securities, series A. The securities were redeemed by
Westar Energy on April 16, 2004.  


WHITEWING ENVIRONMENTAL: Weiser LLP Resigns as Accountants
----------------------------------------------------------
Weiser LLP declined to stand for re-election as independent
accountants for Whitewing Environmental Corporation because of a
fee dispute. Therefore, on March 24, 2004, the Board of Directors
of Whitewing Environmental Corp. approved the engagement of
Goldstein & Ganz, CPA's PC as the Company's independent
accountants to audit the Company's financial statements for the
fiscal year ended December 31, 2003.

The reports of Weiser on the Company contained a statement of
uncertainty relative to going concern for the year ended
December 31, 2002 and subsequent interim periods.


WMC FINANCE: Prices 11-3/4% Senior Notes Tender Offer
-----------------------------------------------------
WMC Finance Co. announced the consideration to be paid in the
previously announced cash tender offer and consent solicitation
for all of its outstanding 11-3/4% Senior Notes due 2008. The
consideration for each $1,000 principal amount of Notes tendered
is $1,228.96, plus accrued and unpaid interest, plus a consent
payment of $20 per $1,000 principal amount of Notes tendered with
consents on or prior to 5:00 p.m. (EDT) on June 3, 2004.

The consideration was determined as of 2:00 p.m. (EDT) Tuesday by
reference to a fixed spread above the yield to maturity of the
2.25% U.S. Treasury Note due February 15, 2007.

The tender offer will expire at 5:00 p.m. (EDT) on June 17, 2004,
unless extended.  The Company's obligation to accept, and pay for,
Notes tendered pursuant to the tender offer is subject to certain
conditions, as described in the Offer to Purchase and Consent
Solicitation Statement.

The Company retained Credit Suisse First Boston LLC to serve as
the exclusive Dealer Manager and Solicitation Agent for the tender
offer and consent solicitation.  Requests for documents may be
directed to Georgeson Shareholder Communications, Inc., the
Information Agent, by telephone at (800) 733-0805 (toll-free) or
(212) 440-9800 (collect).  Questions regarding the tender offer
may be directed to Credit Suisse First Boston LLC at (800) 820-
1653 (toll-free) or (212) 538-0652 (collect).

                       ABOUT WMC

WMC Finance Co. is a leading nationwide mortgage company that,
through its operating subsidiaries, originates and sells
residential mortgage loans on a wholesale basis in the alternative
mortgage market. The alternative mortgage market is composed of
Alt-A and non-prime lending. WMC Finance Co. is headquartered in
Woodland Hills, California.

                       *   *   *

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.


WORLDCOM INC: Agrees to Resolve Contract Disputes With Henkels
--------------------------------------------------------------
The Worldcom Inc. Debtors and Henkels & McCoy, Inc., entered into
an On-Net Service Agreement for telecommunication services.  The
Debtors assert that Henkels owes them $110,054 in outstanding
balance for prepetition goods and services under the Telecom
Contract.

The Debtors and Henkels are also parties to various contracts
under which Henkels provides goods and services to the Debtors,
including the Outside Plant Engineering and Project Management
Agreement, No. C-7043, dated December 17, 1999, and the Master
Agreement - Outside Plant Maintenance Construction Services, No.
2306, dated September 1, 2000, as amended.

Henkels asserts that the Debtors owe it $553,976 in outstanding
balance for prepetition goods and services it rendered pursuant
to the Vendor Contracts.  Accordingly, Henkels filed Claim Nos.
2522, 1788, 1789, 1790, and 1791.

To avoid the cost and expense of litigation, the Reorganized
Debtors and Henkels agree that:

   (a) The Debtors will assume the Telecom Contract and the
       Vendor Contracts in accordance with Section 365 of the
       Bankruptcy Code.  The cure payment for the assumption of
       the Contracts will be $553,976, which will be recognized
       and satisfied by:

       (1) deducting the Henkels Debt from the Cure Payment; and

       (2) paying Henkels $443,922 in cash.

       The Reorganized Debtors will not be obligated to make any
       other payment as a result of the assumption of the
       Contracts.  The Cure Payment will satisfy, discharge, and
       remedy the Debtors' Debt and all conditions, defaults, and
       amounts owed by the Debtors under or related to the     
       Contracts that are necessary or required to enable and
       authorize the assumption of the Contracts; and

   (b) On receipt of the $443,922 cash payment, Henkels will have
       no claim of any kind with respect to the subject matter of
       the Stipulation against any of the Debtors.  Accordingly,
       the Henkels' claims and any other claims filed by or on
       behalf of Henkels, will be expunged and extinguished,
       which will be sufficient to allow the Henkels' Claims to
       be removed from the claims register.  The Parties will pay
       all postpetition amounts that are due and owing by them to
       each other.

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

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


W.R. GRACE: Plans to Acquire Alltech International Holdings
-----------------------------------------------------------
W.R. Grace & Co. (NYSE:GRA) announced that it has filed a motion
with the U.S. Bankruptcy Court for the District of Delaware
seeking authorization to acquire Alltech International Holdings,
Inc., a global manufacturer and supplier of chromatography
products.

Grace is a leading global supplier of catalysts and silica
products, specialty construction chemicals, building materials,
and sealants and coatings. With annual sales of approximately $2.0
billion, Grace has over 6,000 employees and operations in nearly
40 countries. For more information, visit Grace's Web site at
http://www.grace.com/


* Alvarez & Marsal Adds 7 Directors to Business Consulting Group
----------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Philip Armentor, Julie Diehl, Michael Fink, Brian Francis,
Karen Noecker, Ron Orsini and Francis Yogi have joined the
Business Consulting Group of Alvarez & Marsal as Directors. All
seven are based in Houston.

Building on a 20-year track record of problem solving, A&M's
consulting division serves companies in a myriad of industries
with good market positions and solid financials, offering a suite
of management focused, functional and technical services that
complement the firm's deep-rooted operational and financial
expertise.

     * Mr. Armentor brings more than 10 years of consulting
experience in the energy and utilities industry, having served as
a Senior Manager in the utilities practice at a global consulting
firm.  He focused on assisting energy companies with revenue cycle
management, cost control and process automation and successfully
managed multi-national, multi-solution system and complex process
implementations.  

     * Ms. Diehl has more than 16 years of industry and consulting
experience and brings significant expertise in developing and
executing supply chain solutions, including overseas outsourcing,
total system cost management, supplier diversity, strategic
planning and supplier relationship management.  Before joining
A&M, she led several consulting projects for The Resources
Connection.  Previous to that, she served as the Vice President of
Global Strategic Sourcing, Vice President of National Account
Sales, and Brand Manager for Pennzoil-Quaker State Company.

     * Mr. Fink specializes in financial process improvement and
technology implementations, focusing on financial accounting and
reporting, cost management, planning and budgeting, management
reporting and billing/settlement processes.  He served as a senior
manager at Ernst & Young and Cap Gemini implementing several SAP
projects for Global 1000 companies.  He also served as a Senior
Director in the merchant energy industry, where he directed a
technology organization focused on developing processes and
systems critical to the operation of its retail power, gas and
asset management businesses.

     * Mr. Francis has 15 years of consulting experience with nine
years focused on the downstream energy and chemical industries.  
He has strong experience in business process and technology
transformation in finance related functions such as product
profitability reporting, SEC reporting, legal reporting,
management reporting, product costing, cost controlling, GAAP
accounting, accounting controls, accounts payable, accounts
receivable and cash management.  Prior to joining A&M, he was a
Senior Manager at Cap Gemini.  

     * Ms. Noecker, who has been in business consulting for more
than 20 years, has significant experience in a range of industries
including transportation, real estate, oilfield services,
manufacturing and wholesale distribution, professional services
and waste management.  She has strong experience in both business
process and technology initiatives around revenue management,
customer profitability, shared services as well as large system
implementations for finance/accounting and HR/payroll.  She
previously served as a Managing Director at a large consulting
firm, where she was responsible for the transportation team within
the southwest region.

     * Mr. Orsini has more than 15 years of professional
experience in strategy consulting and senior level business
planning for Fortune 500 companies. He is leading the strategy and
corporate services practice, specializing in strategic and market
assessments, customer profitability analysis, cost reduction
initiatives, post-merger integration strategies, and development
of growth strategies. Previously, he was Managing Director of
Retail Operations at Reliant Energy and Director of Corporate
Strategy and Development at Compaq Computer.  Earlier in his
career, he led numerous consulting engagements at Bain & Company.

     * Francis Yogi has more than 20 years experience in the
accounting, finance, and technology fields, including 14 years in
the energy and utilities industry.  He served as an interim CIO
and manager of various large, complex systems integration projects
and was a senior leader in the communications, content and
utilities industry segment at a global consulting firm, focusing
on the deregulated wholesale and retail energy markets, customer
operations, financial and risk management and systems integration.

The Business Consulting Group of Alvarez & Marsal provides
services including: Strategy and Corporate Solutions, such as
post-merger integration, cost management, business development and
marketing; Finance Solutions, such as finance strategy, shared
services, business process outsourcing advisory, financial process
improvement, business planning and performance management;
Information Technology Strategy and Integration, such as software
evaluation and selection and ERP optimization; Human Resources
Solutions, such as HR operational improvement, compensation and
performance management, talent management and organizational
effectiveness solutions; and Supply Chain Solutions, such as
strategic sourcing, procure to pay process improvement, warehouse
and inventory management and transportation and logistics.

                    About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses organizations in the corporate
and public sectors navigate complex business and operational
challenges. With professionals based in locations across the US,
Europe, Asia, and Latin America, Alvarez & Marsal delivers a
proven blend of leadership, problem solving and value creation.  
Drawing on its strong operational heritage and hands-on approach,
Alvarez & Marsal works closely with organizations and their
stakeholders to help navigate complex business issues, implement
change and favorably influence outcomes.  For more information,
visit http://www.businessconsulting.alvarezandmarsal.com/or  
contact Rebecca Baker, Chief Marketing Officer at 212.759.4433.  
To find out more about the Business Consulting Group of Alvarez &
Marsal, contact Tom Elsenbrook, Managing Director at 713.259.7080.          

                           *********

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 ***