TCR_Public/040621.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, June 21, 2004, Vol. 8, No. 124

                           Headlines

ACTUANT CORP: Third Quarter Sales Up 33% to $196.5 Million
ADELPHIA: Asks Court to Extend Lease Decision Period to Sept. 14
AGRICORE UNITED: Resumes Trading on Toronto Securities Exchange
AIR CANADA: Union Wants Nod on Solvency Pension Funding Protocol
AK STEEL: Secures Middletown Emission Control Project Financing

AMERCO: Reports $15.8 Million Fiscal 2004 Net Loss
ARMSTRONG: Gets Court OK to Expand American Appraisal's Employment
ARTEMIS INTERNATIONAL: Closes $9 Million Private Equity Financing
BIOGAN INTERNATIONAL: Court Fixes June 30 as Plan Voting Deadline
BIMS RENEWABLE: Halts Unauthorized Berlin Stock Exchange Trading

BRIDGEPORT: Has Until August 31 to Make Lease-Related Decisions
BURNETT COMPANIES: Case Summary & 20 Largest Unsecured Creditors
CANYON CAPITAL: S&P Rates $16 Million Class D Notes At BB
CAPITAL TRUST: S&P Assigns Low-B Prelim. Ratings to Classes F & G
CHURCH & DWIGHT: Elects James R. Craigie as President & CEO

CLEAN HARBORS: Commences $270 Million Senior Debt Private Offering
CONSOL ENERGY: Reports Coal, Gas & Power Production for May 2004
CORPORATE TRUST: Voluntary Chapter 11 Case Summary
CORRPRO COS: Posts $4.9 Million Net Loss in First Quarter 2004
COVANTA ENERGY: Wants Court to Disallow & Expunge Five Big Claims

COVANTA TAMPA: Court Sets July 1 as Plan Voting Deadline
CREDIT SUISSE: S&P Puts Series 2000-FL1 Classes on Negative Watch
CREDIT SUISSE: S&P Gives Low Ratings To 6 Series 2001-FL2 Classes
DELTA AIR: Names Paulette Corbin SVP -- In-Flight Service Division
DIGITAL IMAGING: Case Summary & 20 Largest Unsecured Creditors

DIVERSIFIED CORPORATE: Hires Tax Consultant to Initiate IRS Talks
EMAGIN CORP: Emphasizes Continued Growth at 2004 Annual Meeting
ENRON: Provides Notice Of Intercompany Pacts Rejection Damages
ETEAM USA: Court Sets Public Auction on June 22
ETEAM USA: Court Fixes July 1 as General Claims Bar Date

FLEMING COS: Sonitrol Wants Stay Lifted to Continue Colorado Suits
GREAT LAKES: Reports Improved May 2004 Traffic Results
GRENADA MANUFACTURING: Wants to Hire John Mark King as Accountant
HAYES: Inks Stipulation Reaffirming Insurance Policies Obligations
HELLER FINANCIAL: Fitch Junks 1999 PH-1 Class M Notes Rating

HERKIMER FOREST: Case Summary & 20 Largest Unsecured Creditors
HIDDEN POINTE: Asks to Hire Locke Liddel as Special Counsel
INTERLINE BRANDS: Promotes William Sanford Chief Operating Officer
INT'L STEEL: Establishing $19M+ Trust Fund for Water Treatment
INT'L WIRE: Disclosure Statement Hearing Set for June 30

ISLE OF CAPRI: Incurs $4.3MM Net Loss in Quarter Ended April 2004
J.C. PENNEY: Fitch Places Low-B Ratings On Watch Positive
JEWETT AVENUE DEVT: Case Summary & 16 Largest Unsecured Creditors
JILLIAN'S ENTERTAIMENT: Taps Houlihan Lokey as Financial Advisor
KROLL INC: Notes Resale Registration Statement Declared Effective

ORION TELECOMM: US Trustee Names 7-Member Creditors' Committee
MARKLIN PROPERTIES: Want to Hire Cochran & Dahl as Attorneys
MESA AIR: Finalizes Asset Management Agreement with LogisTechs
MIRANT CORPORATION: Wants to Reject Owens Brockway Sales Contract
MIRANT CORPORATION: Names Curt Morgan as Chief Operating Officer

MJ RESEARCH: Taps Cravath Swaine as Special Litigation Counsel
MORGAN STANLEY: Fitch Assigns Low-B Ratings to 3 2004-RR Classes
NBTY: Posts Lower Sales for Direct Response & Vitamin Operations
NETWORK INSTALLATION: Opens New Seattle, WA Sales & Service Unit
NRG ENERGY: Names J. Phillip Chesson as Chief Risk Officer

PARQUETTE INDUSTRIES: Case Summary & Largest Unsecured Creditors
PG&E NATIONAL: NEG Debtors Propose New Tax Sharing Agreement
PLAINS EXPLORATION: S&P Rates Proposed $250MM Notes at BB-
PROGRESSIVE PIZZA: Case Summary & 20 Largest Unsecured Creditors
QUADRAMED CORPORATION: Commences 10% Senior Notes Tender Offer

QUADRAMED: Completes $100MM Convertible Preferred Stock Issuance
QWEST COMMS: S&P Raises Ratings on Three Related Synthetic Deals
RCN CORP: Obtains Authority to Maintain Existing Bank Accounts
RIPPLEWOOD PHOSPHORUS: S&P Assigns B+ Rating to Corporate Credit
SCHUFF INT'L: S&P Junks Corporate Credit & Senior Debt Ratings

SOLECTRON CORPORATION: Reports Improved Third Quarter Results
STATER BROS: Subsidiary Secures New $75 Million Credit Facility
STRUCTURED ASSET: Fitch Affirms Low-B Ratings on Classes B-4 & B-5
TENET HEALTHCARE: S&P Says B Rating Unaffected By Note Expansion
TIMKEN CO: European Subsidiary to Increase Steel Tubing Prices

TRANSTECHNOLOGY: March 31 Balance Sheet Insolvent by $3.8 Million
TXU GAS: Fitch Maintains Watch Evolving Status on BBB-/BB+ Ratings
UAL CORP: Says ATSB Decision on Loan Application is Premature
UAL CORP: Flight Attendants Disappointed by ATSB Decision
UAL CORP: Wants Court Injunction Against Summers & Lenormand

US AIRWAYS: Flight Attendants Waiting for Financial Information
VIATICAL LIQUIDITY: Case Summary & 20 Largest Unsecured Creditors
WEIRTON STEEL: Outlines Treatment Of Claims Under Liquidation Plan
WEIRTON STEEL: Court Sets July 2 as Administrative Claims Bar Date
WINDERMERE SCHOOL: Files Liquidating Plan and Discl. Statement

WOMEN FIRST HEALTHCARE: Will Hold Public Auction on June 24

* SSG Recapitalizes Fetco Through Creative Deal Structure

* BOND PRICING: For the week of June 21 - 25, 2004

                           *********

ACTUANT CORP: Third Quarter Sales Up 33% to $196.5 Million
----------------------------------------------------------
Actuant Corporation (NYSE:ATU) announced results for its third
quarter ended May 31, 2004.

Third quarter sales increased approximately 33% to $196.5 million
from $147.2 million in the comparable prior year period. Current
year results include those from Kwikee Products Company Inc. and
Dresco B.V., which were acquired on September 3, 2003 and December
30, 2003, respectively. Excluding the impact of acquisitions and
foreign currency exchange rate changes, third quarter sales
increased approximately 17%.

Third quarter fiscal 2004 net earnings and diluted earnings per
share were $7.5 million and $0.30, respectively. These results
include the previously announced $9.9 million pre-tax charge ($6.8
million net of tax, or $0.28 per share) attributable to the
repurchase of 13% Notes during the quarter. Excluding this
refinancing charge, third quarter fiscal 2004 net earnings and
diluted EPS were $14.3 million and $0.58, respectively. This
compares favorably to prior year third quarter net earnings and
diluted EPS of $10.0 million and $0.41, respectively. Fiscal 2003
third quarter results included a $0.8 million pre-tax gain ($0.02
per diluted share) for the favorable settlement of litigation
matters for amounts less than previously accrued. Excluding the
refinancing charge in the current year and the litigation-related
gain in the prior year, third quarter diluted EPS grew 49% from
$0.39 to $0.58.

Sales for the nine months ended May 31, 2004 were $539.1 million,
approximately 23% higher than the $437.1 million in the comparable
prior year period. Excluding the impact of acquisitions and
foreign currency rate changes, sales for the nine-month period
increased 8%. Net earnings for the nine months ended May 31, 2004
were $16.5 million, or $0.67 per diluted share, compared to $18.9
million, or $0.78 per diluted share for the comparable prior year
period. The Company recorded net of tax special charges of $1.3
million, or $0.05 per diluted share, in the first nine months of
fiscal 2003 related to the early extinguishment of debt and $4.2
million, or $0.17 per diluted share, related to litigation matters
associated with divested businesses. The Company recorded net of
tax special charges of $9.8 million or $0.40 per diluted share, in
the first quarter of fiscal 2004, $1.5 million, or $0.06 per
diluted share, in the second quarter and $6.8 million or $0.28 per
diluted share in the third quarter, for the early extinguishment
of debt. Excluding all of these special charges, net earnings and
diluted EPS for the first nine months of fiscal 2004 were $34.6
million and $1.40, compared to $24.4 million and $1.00,
respectively, in the comparable prior year period.

Commenting on the results, Robert C. Arzbaecher, President and
CEO, stated, "Actuant's third quarter results exceeded our
expectations in terms of sales, earnings and cash flow. Core sales
grew 17% over the prior year due to the continued improvement in
the North American economy and the 75% core sales increase in
convertible top actuation systems which reflected increased
production of newly introduced convertible automobiles. This
represents the twelfth consecutive quarter of year-over-year
diluted EPS improvement, excluding special items, and reflected
higher sales volume and margin expansion in a number of
operations, along with the continued benefit of lower interest
expense.

"Both of this year's acquisitions - Kwikee and Dresco - were
accretive to third quarter earnings, and we made progress during
the quarter integrating them with existing operations.
Additionally, our automotive margins improved during the quarter
as had been forecasted due to improved manufacturing efficiencies
in our plants in both the U.S. and The Netherlands.

"We were also pleased to reduce the 13% Notes outstanding by
repurchasing approximately $32 million of notes during the
quarter. With only $29 million remaining of the original $200
million 13% Notes issued, the related interest expense has
declined further and will help drive future earnings and cash flow
growth. Despite the premiums paid to repurchase the 13% Notes
during the quarter, cash flow was exceptionally strong, leading to
debt reduction of $19 million.

"We are three-fourths of the way through fiscal 2004, and Actuant
remains on track for record fiscal year sales and earnings,
excluding refinancing costs. We are raising our full year sales
guidance from $695-705 million to $710-715 million, and our
diluted EPS guidance before refinancing charges from $1.75-1.85
per share to $1.85-1.90 per share. The projected full year 30-35%
diluted EPS growth exceeds our annual goal of 15-20% due to the
combination of significant automotive sales growth and interest
expense reduction, which are not expected to improve at the same
pace as we move forward. Our preliminary fiscal 2005 guidance is
for sales in the $725-750 million range, and diluted EPS in the
$2.15-2.25 per share range. The guidance assumes conservative
economic growth, continued commodity pricing pressure, increased
interest rates, relatively stable foreign currency exchange rates,
and no acquisitions or divestitures. We are excited about
Actuant's prospects for the future and its chances of delivering
15-20% EPS improvement in fiscal 2005."

Fiscal 2004 third quarter sales in the Tools & Supplies segment
were $109.9 million, or approximately 20% higher than last year's
$91.4 million, due to core sales growth, foreign currency rate
changes and the impact of the Dresco acquisition. Excluding
foreign currency and acquisition impacts, core Tools & Supplies
revenues were up 5% over the prior year, with growth in both the
hydraulic high force tools and electrical markets. Third quarter
sales in the Engineered Solutions segment increased approximately
55% over the prior year to $86.6 million, reflecting higher
shipments in all major markets, the Kwikee acquisition and the
favorable impact of foreign currency. Excluding foreign currency
rate changes and the Kwikee acquisition, segment sales increased
35%.

Actuant's third quarter operating profit increased 30% over the
prior year, due to corresponding sales growth. Third quarter
operating profit as a percentage of sales declined slightly from
13.2% in the prior year to 12.8% in the current year, primarily
the result of higher corporate expenses.

Tools & Supplies operating profit margins improved from 15.0% to
16.0% year-over-year due to increased manufacturing absorption and
cost reductions. Engineered Solutions operating profit margins
declined year-over-year from 13.7% to 13.2%, but improved from the
second quarter due to improved manufacturing efficiencies in the
automotive business.

Total debt was reduced during the quarter as a result of strong
operating cash flow, declining to $212 million at May 31, 2004
from $231 million at the beginning of the quarter. Liquidity
remains strong with approximately $220 million of availability
under the Company's $250 million revolver. Third quarter net
financing costs declined 44% due to lower interest rates on funded
debt, primarily reflecting fewer 13% Notes outstanding compared to
the prior year.

                     About the Company

Actuant, headquartered in Milwaukee, Wisconsin, is a diversified
industrial company with operations in more than 20 countries. The
Actuant businesses are leading companies selling highly engineered
position and motion control systems and branded tools. Products
are offered under such established brand names as Dresco, Enerpac,
Gardner Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen
Sessions, Power-Packer, and Power Gear.

                         *   *   *

As reported in the Troubled Company Reporter's May 5, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating to the $250 million senior revolving credit facility of
Actuant Corp. (BB/Stable/--). Proceeds from the credit facility,
maturing Feb. 19, 2009, were used to refinance the company's
existing secured revolving credit facility.


ADELPHIA: Asks Court to Extend Lease Decision Period to Sept. 14
----------------------------------------------------------------
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, LLP, in
New York, reports that to date, the Adelphia Communications (ACOM)
Debtors have rejected 50 unexpired leases.  During the coming
months, they will continue to analyze their need for the premises
covered by the unexpired leases.  For the ACOM Debtors to complete
their analysis and to continue to evaluate the need for the lease
locations in the context of either a stand-alone reorganization
plan or a possible sale of the company, the period within which
these leases may be rejected or assumed must be extended.

While the dual-track process is already underway, much work
remains to be done before the ACOM Debtors can either emerge from
Chapter 11 as a stand-alone entity or complete the sale process.
Ms. Chapman asserts that to require the ACOM Debtors to make
significant business decisions as to which of their unexpired
leases will be needed for their reorganized business at this time
would be impractical and, more importantly, contrary to the best
interests of their estates and all their creditors.

Ms. Chapman maintains that the ACOM Debtors should not be forced
to choose between losing valuable locations and assuming leases
that ultimately should be rejected.  Similarly, to require the
ACOM Debtors to determine which leases a potential buyer will
intend to assume or reject at this time is also impracticable.

Accordingly, the ACOM Debtors ask the Court to extend their Lease
Decision Period until September 14, 2004.

Ms. Chapman assures the Court that the extension would not
prejudice the lessors under the unexpired leases because:

    (1) the ACOM Debtors are substantially current on their
        postpetition rent obligations;

    (2) the ACOM Debtors intend to continue to timely perform all
        of their obligations under the unexpired leases as
        required by Section 365(d)(3) of the Bankruptcy Code; and

    (3) in all instances, individual lessors may, for cause shown,
        ask the Court to fix an earlier date by which the Debtors
        must assume or reject an unexpired lease.

Nonetheless, the ACOM Debtors reserve all of their rights with
respect to the unexpired leases, including, but not limited to,
the right to determine whether or not the unexpired leases are in
fact true leases.  (Adelphia Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AGRICORE UNITED: Resumes Trading on Toronto Securities Exchange
---------------------------------------------------------------
Agricore United Ltd. (TSX: AU) resumes trading at 2:15 p.m. on
June 17, 2004 as ordered by the Toronto Securities Exchange.

                    About the Company

Agricore United (S&P, BB Long-Term Corporate Credit and Senior
Secured Debt Ratings, Negative Outlook) is one of Canada's leading
agri-businesses. The prairie-based company is diversified into
sales of crop inputs and services, grain merchandising, livestock
production services and financial markets. Agricore United's
shares are publicly traded on the Toronto Stock Exchange under the
symbol "AU".


AIR CANADA: Union Wants Nod on Solvency Pension Funding Protocol
----------------------------------------------------------------
The Union Retiree Representative Committee asks the Court to
approve the 10-year Solvency Pension Funding Relief Proposal
dated February 18, 2004, as amended, between Air Canada and the
Office of the Superintendent of Financial Institutions, as a
settlement of the pension funding issues between the Applicants
and the pension plan beneficiaries that the Committee represents.

The Union Retiree Committee recommends the approval of the OSFI
Protocol.

The Union Retiree Committee represents union retired and related
beneficiaries of the defined benefit pension plans and benefit
plans, which have been created or administered by the Applicants
in Canada.  The Committee has representatives from each of the
union groups with retired and related beneficiaries under the
defined benefit pension plans and benefit plans, except the
retired members of the Air Canada Pilots Association.

Susan Ursel, Esq., at Green & Chercover, in Toronto, Ontario,
tells the Court that the Union Retiree Committee has actively
participated in discussions regarding pension funding and related
issues with the Applicants and the other parties in Air Canada's
CCAA proceedings.  The Committee retained legal counsel and
actuarial and financial advisors to provide advice with respect
to the discussions with the Applicants.

Among others, the OSFI Protocol provides for an increase in the
solvency special payments scheduled for 2005 and 2006 by
CN$20,000,000, with corresponding pro rata reductions of the
payments scheduled for 2009 through 2013.  Air Canada will issue
CN$346,616,000 in subordinated, secured promissory notes to the
trustees of the 10 affected Air Canada pension plans.

The Pension Beneficiary Group -- consisting of the International
Association of Machinists and Aerospace Workers; the Canadian
Union of Public Employees; the National Automobile, Aerospace,
Transportation and General Workers Union of Canada; the Air
Canada Pilots Association, the Canadian Air Line Dispatchers
Association; the Non-Union Retiree Beneficiaries; the Air Canada
Pilots Association Retirees; and the Managerial and
Administrative Active Employees -- supports the OSFI Protocol.

The Union Retiree Committee also asks the Court to authorize its
members to provide notice of their consent or opposition to the
OSFI Protocol, including as the Protocol may be embodied in a
regulation or draft regulation under the Pension Benefits
Standards Act, 1985, on or before July 13, 2004.  The Notice will
be provided on a plan by plan basis by the representative of the
applicable plan on the Committee.

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)


AK STEEL: Secures Middletown Emission Control Project Financing
---------------------------------------------------------------
AK Steel (NYSE: AKS) said it had completed a $62 million
industrial revenue bond offering issued through the Ohio Air
Quality Development Authority (OAQDA). Proceeds from the offering
will be used to assist in financing emission control equipment for
the company's blast furnace and basic oxygen furnaces at its
Middletown Works.  The company said the bonds will mature June 1,
2024.  AK Steel also said it has applied for a $5 million loan
from the Ohio Department of Development to assist in financing the
project, which is expected to cost approximately $67 million in
total.

The equipment is necessary for the company to comply with recently
established standards, called Maximum Achievable Control
Technology (MACT), under the Clean Air Act. AK Steel said it
intends to install the equipment on the blast furnace by May of
2005, a year before the new regulations go into effect.  The
company intends to complete the installation of MACT controls on
its basic oxygen furnaces by May of 2006.

"We commend Governor Bob Taft and his administration for providing
this vital assistance for a project that will preserve both the
environment and important manufacturing jobs in Ohio," said James
L. Wainscott, president and CEO of AK Steel. "OAQDA's support is
key to moving this project forward, thus helping to preserve jobs
at the Middletown Works and the many service sector jobs that are
supported by our company in Ohio."

                       About AK Steel

Headquartered in Middletown, Ohio, AK Steel -- whose December 31,
2003 balance sheet shows a $52.8 million shareholders'
equity deficit -- produces flat-rolled carbon, stainless and
electrical steel products for automotive, appliance, construction
and manufacturing markets, as well as tubular steel products.


AMERCO: Reports $15.8 Million Fiscal 2004 Net Loss
--------------------------------------------------
AMERCO (Nasdaq: UHAL), the parent of U-Haul International, Inc.,
Oxford Life Insurance Company, Republic Western Insurance Company
and Amerco Real Estate Company, reported its 2004 financial
results.

                    2004 Financial Results

AMERCO and its consolidated entities reported revenues for the
fourth quarter and fiscal year ended March 31, 2004 of
$457.3 million and $2.17 billion, respectively.  This compares
with revenues of $449 million and $2.13 billion for the same
periods of fiscal 2003.  The Company reported a 2004 fourth
quarter net loss of $56.2 million, or $2.70 per share, compared
with a net loss of $28.4 million, or $1.37 per share for the same
period last year.  Fiscal 2004 results were a net loss of
$15.8 million, or $.76 per share.  This compares with a net loss
of $37.9 million, or $1.82 per share for the prior fiscal year.

Included in these results were non-recurring financial
restructuring costs, after-tax, of $27.3 million for fiscal 2004
compared to $4 million for fiscal 2003.

                Moving and Storage Operations

Revenues for U-Haul moving and storage operations were $1.75
billion for fiscal 2004.  This represents an increase of 7 percent
over fiscal 2003. Earnings from operations were $140.5 million for
fiscal 2004 compared with $71 million for the prior fiscal year.
A number of factors, including better price realization and
improved product mix, had a major impact on the operating
profitability of U-Haul moving and storage.

                  Insurance Operations

Oxford Life Insurance Company revenues for the year were $166.8
million compared with $175.3 million last year.  Earnings from
operations were $11.3 million compared with operational losses of
$1.4 million last year. Improved investment income was the primary
factor for improvement.

Republic Western Insurance Company reported revenues of $114.9
million for the year compared with $174.9 million for the prior
year.  An operating loss of $36 million was recorded for the year
compared with an operating loss of $8 million for the prior year.
These losses primarily relate to costs associated with
discontinued lines of property and casualty insurance of non-U-
Haul related entities.

                     SAC Holdings

During the fourth quarter, the majority of SAC Holdings was
deconsolidated from the financial statements of AMERCO.  AMERCO is
no longer the primary beneficiary of a majority of its variable
interests in SAC Holdings.  This deconsolidation has reduced
assets and liabilities $472 million and $629 million,
respectively, and increased shareholder equity $157 million.
Included in fiscal 2004 results for AMERCO are $177.9 million of
revenues, $55.2 million of earnings from operations, $67.9 million
of interest expenseand a net loss of $9.4 million related to its
variable interests in SAC Holdings that are being deconsolidated.
The revenues, earnings from operations, interest expense, and net
profits/losses representing the majority of the variable interests
in SAC Holdings will be excluded from the future
financial results of AMERCO.

                     2005 Outlook

"Performance at our core U-Haul moving and storage operations
remain strong.  Continued growth from increased rentals of trucks,
trailers and self-storage rooms as well as increased sales of
moving and storage related products and services are significantly
improving the Company's operations. Our focus for fiscal 2005 and
beyond is to continue to build momentum at our moving and storage
and life insurance segments, as well as eliminating losses at our
property and casualty business and building long-term value for
our shareholders, customers and employees," stated Joe Shoen
chairman of AMERCO.

AMERCO will hold its investor call for fiscal year 2004 on
Wednesday, June 23, 2004, at 10:30 a.m., Pacific Time.  The call
will broadcast live over the Internet at http://www.amerco.com/
To hear a simulcast of the call, or a replay, visit
http://www.amerco.com/

                       About the Company

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities.


ARMSTRONG: Gets Court OK to Expand American Appraisal's Employment
------------------------------------------------------------------
Armstrong World Industries, Inc., sought and obtained the Court's
permission to expand the services to be provided by American
Appraisal Associates, Inc., as independent valuation experts.  The
Court had previously approved AWI's employment of AAA to adjust
the corporate books prepared under GAAP to reflect the fair value
of AWI's acquired tangible and intangible assets for the purposes
of performing "fresh start" accounting required to be performed by
AWI on its emergence from Chapter 11.  During the course of that
engagement, AWI determined it needed AAA to prepare additional
valuation reports to complete the fresh start accounting of AWI's
assets -- reports which fall outside the scope of AAA's initial
engagement.

                     Broader Valuations

As a result of AAA's valuation findings during the first phase of
this engagement, AWI determined that a broader sampling of
valuation studies, including certain AWI facilities that are more
unique in nature -- i.e., metal ceilings and carpet plants -- is
warranted to ensure a more reliable valuation.

                Personal Property Valuation

As part of the earlier engagement, AAA performed valuation studies
of AWI's personal property to determine the "cost of reproduction
new," or replacement cost, to assist it with its insurance/risk
management procedures.  Before AAA's valuation of AWI's personal
property, insurance procedures estimated the value of AWI's
personal property based on decades-old indices.  The valuation by
AAA was initiated in part to obtain a more accurate insurable
value of AWI's assets that could be used for insurance and risk
management purposes.

               Stock and Warrant Valuation

Because of the long delay in actual confirmation of AWI's Plan,
the Effective Date has been delayed, and AWI anticipates that the
valuation of its assets in the Plan will no longer be accurate as
of the Effective Date when it occurs.  Therefore, it is necessary
for AWI to employ AAA to update, as of the projected Effective
Date, the valuation conducted earlier for the Plan.

                 Enterprise Valuation

AWI also expands the previously approved services of AAA to
include an enterprise valuation of AWI as of the Effective Date
for tax reporting purposes, as required by Treasury Regulation
Section 1.468B-3(b)(4).  Under the Plan, some of AWI's unsecured
creditors will receive distributions of shares of common stock,
and AWI's present equity holders will receive distributions of
warrants.  The Plan also creates a trust to satisfy AWI's
obligations to holders of current and future allowed asbestos
personal injury claims.  This Trust will be funded with, in part,
AWI's insurance proceeds, cash and stock in Reorganized AWI.  To
meet tax reporting requirements under the Internal Revenue
Code, AWI expands AAA's services to include valuation of AWI's
warrants and stock to be distributed under the Plan, and the stock
contributed to the Trust.

AWI believes that expanding AAA's retention is the most cost-
effective way to comply with its accounting and tax reporting
obligations on emergence from Chapter 11.

                    Compensation

AAA will continue to be paid in accordance with the rates already
approved by the Court.  AAA's fees for the completion of the
fresh-start accounting are estimated to be between $175,000 to
$225,000.  For the tax reporting services, AAA's employees will
bill at a blended hourly rate of $225.  AAA estimates that its
fees for completion of the tax reporting services will be $89,000.
In total, AAA estimates that the fees for the completion of all
services provided to AWI during the course of its Chapter 11 case
will be $909,000.  AAA's fees are not contingent on the outcome of
its valuation of AWI's assets.

                  Disinterestedness

Michael Rathburn, Esq., Associate General Counsel with AAA in
Milwaukee, Wisconsin, attests that AAA remains disinterested
within the meaning of the Bankruptcy Code, and has no changes
requiring disclosure at this time.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARTEMIS INTERNATIONAL: Closes $9 Million Private Equity Financing
-----------------------------------------------------------------
Artemis International Solutions Corporation (OTCBB:AMSI), a
leading global provider of enterprise portfolio, project, and
resource management software solutions, announced it has completed
a private placement of $9 million of preferred stock. The proceeds
from the transaction will be used for working capital, the
repayment of debt, and to strengthen the company's balance sheet.

In connection with the financing, Artemis issued 4,090,909 shares
of preferred stock, priced at $2.20 per share, each of which is
convertible into one share of common stock. In addition, the
company issued 5-year warrants to purchase 409,090 shares of
common stock at an exercise price of $2.64 per share. The investor
group includes Emancipation Capital, Trilogy Software Corporation,
and Potomac Capital, among others. As part of the transaction, Joe
Liemandt, Trilogy's founder and chief executive officer, will join
the Artemis board of directors.

"Artemis is on the move," said Patrick Ternier, chief executive
officer of Artemis. "This transaction is a key component of our
restructuring, and is in the interests of both our customers and
shareholders. We can now focus on executing our strategy to
strengthen our natural position as a leader in the growing market
for industry-specific portfolio and project management solutions.
We are pleased to have the backing of this group of well-regarded
software investors."

Neither the shares of preferred stock, the warrants sold to the
investors, nor the shares of common stock to be issued upon
conversion of the preferred shares or exercise of the warrants
have been registered under the Securities Act of 1933.
Accordingly, these shares and warrants may not be offered or sold
in the United States, except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act. Artemis has agreed to file a
registration statement covering resale by the investors of the
shares of common stock to be issued upon conversion of the
preferred shares or exercise of the warrants. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy the preferred stock, warrants, or common stock to be
issued upon exercise of the warrants.

The company will also file a Report on Form 8-K with the
Securities and Exchange Commission outlining the terms of the
above transaction in more detail.

            About Artemis International Solutions Corp.

Artemis International Solutions Corp. -- whose December 31, 2003
balance sheet shows a stockholders' deficit of $2.5 million -- is
one of the world's leading providers of investment planning and
control solutions that help organizations execute strategy through
effective portfolio and project management. Artemis has refined 30
years experience into a suite of solutions and packaged consulting
services that address the specific needs of both industry and the
public sector including: IT management, new product development,
program management, fleet and asset management, outage management
and detailed project management. With a global network covering 44
countries, Artemis is helping thousands of organizations to
improve their business performance through better alignment of
strategy, investment planning and project execution. For more
information visit http://www.aisc.com/


BIOGAN INTERNATIONAL: Court Fixes June 30 as Plan Voting Deadline
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement with respect to the Chapter 11 plan of
Liquidation filed by Biogan International, Inc., and its debtor-
affiliates.

June 30, 2004 at 4:00 p.m. is the deadline for creditors to cast
their ballots accepting or rejecting the plan.  All ballots must
be returned to:

                    Bankruptcy Services LLC
                    757 Third Avenue
                    Third Floor
                    New York, NY 10017
                    Attn: Biogan Balloting Center

Objections to confirmation of the plan, if any, must be filed with
the Clerk of Court and served on counsel to the Debtors and the
office of the U.S. trustee on or before July 2, 2004 at 4:00 p.m.

The confirmation hearing will be held on July 9, 2004 before the
Honorable Peter J. Walsh at bankruptcy court.

Headquartered in Toronto, Ontario, Canada, Biogan International,
Inc., was a mineral products smelter and seller.  The Company
filed for chapter 11 protection on April 15, 2004 (Bankr. Del.
Case No. 04-11156).  Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor represents the Debtor.  When the Company filed
for protection from its creditors, it listed $9,038,612 in total
assets and $8,280,792 in total debts.


BIMS RENEWABLE: Halts Unauthorized Berlin Stock Exchange Trading
----------------------------------------------------------------
BIMS Renewable Energy, Inc. (OTC Bulletin Board: BIMR) has
recently learned that its stock was listed on the Berlin Bremen
Stock Exchange since February 27th, 2004. This listing was made
without BIMS' authorization or prior knowledge.

The management of BIMS did not plan to have its stock listed on
the Berlin Bremer Stock Exchange. The Company decided to request
its stock be de-listed from the Berlin Bremer Stock Exchange after
having made all appropriate verifications and consulted with its
attorneys. On June 9, 2004, BIMS received official confirmation
that its stock was de-listed as requested.

                  About BIMS Renewable Energy, Inc.

BIMS is a progressive company in the field of "environmentally-
friendly" or "green" energy production, using as primary material,
biomass, used tires and car fluff. BIMS intends to grow its
business model by way of acquisitions of technologies and/or
corporations with activities that are compatible and synergistic
to its own. BIMS' management is in the process of analyzing
various business opportunities in order to diversify its
activities in the energy and environmental fields.

At March 31, 2004, Bims Renewable Energy, Inc.'s balance sheet
reflects a stockholders' deficit of $2,269,412.


BRIDGEPORT: Has Until August 31 to Make Lease-Related Decisions
---------------------------------------------------------------
The Bridgeport Metal Goods Manufacturing Company asks the U.S.
Bankruptcy Court for the District of Connecticut for more time to
decide what to do with its unexpired nonresidential real property
leases.

The Debtor points out that the leases are a significant asset of
the estate and may be integral to a sale of the business, which
the Debtor is in the process of negotiating.  In the event a sale
of assets does not go forward then the leases may be necessary for
any reorganization or to otherwise maximize the value of the
Debtor's estate.

Accordingly, the Debtor asks the Court to afford it until
August 31, 2004 to decide whether to assume, assume and assign, or
reject its unexpired nonresidential real property leases.

Headquartered in Bridgeport, Connecticut, Bridgeport Metal Goods
Manufacturing Co. -- http://www.bmgmfg.com/-- is engaged in the
business of manufacturing, decorating and assembling plastic
cosmetic containers and packaging products.  The Company filed for
chapter 11 protection on March 30, 2004 (Bankr. D. Conn. Case No.
04-50412).  Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at
Pullman & Comley represent the Debtor in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed both estimated debts and assets of over $10
million.


BURNETT COMPANIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Burnett Companies LLC
        1300 Bristol Street North #200
        Newport Beach, California 92660

Bankruptcy Case No.: 04-13837

Chapter 11 Petition Date: June 15, 2004

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Todd C. Ringstad, Esq.
                  Law Offices of Todd C. Ringstad
                  2030 Main Street #1200
                  Irvine, CA 92614
                  Tel: 949-851-7450

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Thomas LeBeau                                           $875,000
20 Tesoro
Newport Coast, CA 92658

Enterprise Counsel Group      Attorney's Fees            $74,260

Langdon Wilson                Trade Debt                 $22,825

Robert Half Finance & Acctg.  Trade Debt                 $10,667

Sheppard Mullin               Attorney's Fees            $10,437

Health Net                    Trade Debt                  $7,377

Sarnoff Court Reporters       Trade Debt                  $6,388

Squar Milner & Reehl LP       Trade Debt                  $6,328

Adecco N.A.                   Trade Debt                  $1,350

Metlife Insurance Company     Trade Debt                    $897

Newcourt Leasing Corp.        Trade Debt                    $832

Franchise Tax Board           Taxes                         $800

Mark Jordan Photography       Trade Debt                    $625

Federal Express               Trade Debt                    $599

McCormick's Plant Designs     Trade Debt                    $520

State Farm Insurance          Trade Debt                    $517
Companies

Cit Technology Fin. Serv.     Trade Debt                    $508
Inc.

Ricoh Business Systems Inc.   Trade Debt                    $450

AT&T                          Trade Debt                    $367

Beneficial Life Insurance Co  Trade Debt                    $366


CANYON CAPITAL: S&P Rates $16 Million Class D Notes At BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Canyon Capital CLO 2004-1 Ltd.'s $400 million floating-
rate notes due 2016.

The preliminary ratings are based on information as of
June 16, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes;

     -- The cash flow structure, which is subject to various
        stresses requested by Standard & Poor's;

     -- The experience of the collateral manager;

     -- The coverage of interest rate risk through a hedge
        agreement; and

     -- The legal structure of the transaction, which includes the
        bankruptcy remoteness of the issuer.

               Preliminary Ratings Assigned
               Canyon Capital CLO 2004-1 Ltd.

          Class             Rating     Amount (mil. $)
          A-1-A             AAA                  100.0
          A-1-B             AAA                  100.0
          A-2-A             AAA                   40.0
          A-2-B             AAA                   40.0
          B                 A+                    36.0
          C                 BBB                   29.0
          D                 BB                    16.0
          Preferred shares  N.R.                  39.0
          N.R.-Not rated.


CAPITAL TRUST: S&P Assigns Low-B Prelim. Ratings to Classes F & G
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Capital Trust RE CDO 2004-1 Ltd.'s $324.1 million CDOs
series 2004-1.

The preliminary ratings are based on information as of June 17,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the economics of the mortgage
loans, and the geographic and property type diversity of the
loans. Standard & Poor's analysis determined that, on a weighted
average basis, the pool has debt service coverage of 1.0x, a
beginning LTV of 99.5%, and an ending LTV of 97.8%. All of the B
notes are subordinate to A notes that are not included in the
trust. The DSCs and LTVs reflect the combined economics of the A
and B notes.

               Preliminary Ratings Assigned
             Capital Trust RE CDO 2004-1 Ltd.

          Class              Rating     Amount (mil. $)
          A-1                AAA                106.944
          A-2                AAA                 72.917
          B                  AA                  29.167
          C                  A-                  19.444
          D                  BBB                 24.306
          E                  BBB-                 3.421
          F                  BB                  12.963
          G                  B                    6.481
          H                  N.R.                48.611
          N.R.-Not rated.


CHURCH & DWIGHT: Elects James R. Craigie as President & CEO
-----------------------------------------------------------
Church & Dwight Co., Inc. (NYSE:CHD) announced that James R.
Craigie, 50, has been elected President, Chief Executive Officer
and a member of the Board of Directors, effective July 6, 2004. He
succeeds Robert A. Davies, III, 68, who will continue to be
employed by the company as an active Chairman of the Board for an
extended period.

"The Board of Directors is extremely pleased to have Jim Craigie
bring his extensive experience and success in consumer marketing
and strong leadership talent to Church & Dwight as we continue to
grow. Over the past 20 years, Jim has gained a broad background in
running diverse consumer products businesses, often in challenging
business environments," Mr. Davies said.

"I am excited to be joining Church & Dwight to work with Bob
Davies and the management team as we continue to build on the
company's impressive track record," Mr. Craigie said.

Most recently, Mr. Craigie was President and Chief Executive
Officer of Spalding Sports Worldwide, where he was recruited by
Kohlberg Kravis Roberts & Co. in 1998 to spearhead a turnaround of
the athletic equipment manufacturer and marketer. In that post, he
led the restructuring and re-positioning of the company, and a
number of new product initiatives for its Top-Flite, Strata, Ben
Hogan, Etonic and Spalding brands. The company ultimately was sold
in late 2003 through three transactions to maximize shareholder
value.

Prior to that, he had spent 15 years with Kraft Foods/General
Foods, Inc. most recently as Executive Vice President and General
Manager of its Beverages and Desserts Division, which had sales of
$2.5 billion. Before that, Mr. Craigie was Executive Vice
President and General Manager of its Beverages Division; and
headed the company's Dinners and Enhancers and Polly-O Dairy
Products Divisions, following assignments as Marketing Director
for several key brands including Maxwell House coffee.

Before joining Kraft Foods, Mr. Craigie served six years as a
commissioned officer with the U.S. Navy and Department of Energy.
During that period he was selected by Admiral Hyman Rickover to be
his representative in contract administration and negotiation
issues involving design and construction contracts for nuclear
powered ships and submarines. He holds an undergraduate degree
from the University of Rochester, and an M.B.A. from Harvard
University, where he was a Baker Scholar. He and his family will
move from Avon, CT to the Princeton, NJ area.

Mr. Davies, who re-joined the company in 1995 as President and
CEO, and was elected Chairman and CEO in 2001, said that the
company's Board of Directors had spent a great amount of time on
refining its governance "model," which ultimately resulted in the
separation of the Chairman and CEO positions as a move to further
strengthen the management structure of the company.

Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products, under the ARM &
HAMMER brand name and other well-known trademarks.

                     *   *   *

As reported in the Troubled Company Reporter's June 11, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating on Church & Dwight following the closing
of the company's new $640 million senior secured bank facility.
The facility was used to refinance existing debt and to purchase
the remaining 50% of Armkel LLC the company did not already own.

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

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


CLEAN HARBORS: Commences $270 Million Senior Debt Private Offering
------------------------------------------------------------------
Clean Harbors, Inc. (Nasdaq: CLHB), announced the pricing and
final terms of transactions to refinance debt outstanding under
its existing credit facilities. The refinancing is expected to be
completed with proceeds from an institutional private placement
and other financings in an aggregate principal amount of
approximately $270 million, consisting of:


   -- $30 million senior secured revolving credit facility
      maturing in 2009;

   -- $90 million senior secured synthetic letter of credit
      facility maturing in 2009; and

   -- $150 million 11-1/4% senior secured notes due 2012.

The Company intends to use the net proceeds of the senior secured
note offering, along with approximately $90 million of restricted
cash, to retire its outstanding $100 million senior secured
revolving credit facility maturing in 2005, its $106 million
senior secured term loans maturing in 2005, its $40 million
subordinated debt due in 2007, and its $100 million letter of
credit facility. In addition, proceeds will be used to redeem the
Company's $25 million Series C Convertible Preferred Stock. In
connection with such redemption, the Company also anticipates
issuing warrants for 2.775 million shares of its common stock,
exercisable at $8 per share. The refinancing is expected to close
on or about June 30, 2004, subject to customary closing
conditions.

The senior secured notes will be offered in the United States only
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, and outside the United States pursuant to
Regulation S under the Securities Act of 1933. The senior secured
notes to be offered have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from such
registration requirements. This press release does not constitute
an offer to sell or the solicitation of an offer to buy any of the
senior secured notes.

Clean Harbors, Inc., with headquarters in Braintree,
Massachusetts, is one of the largest providers of environmental
services and the largest operator of non-nuclear hazardous waste
treatment facilities in North America. The company services a
diversified customer base of over 30,000 clients. The company,
through its subsidiaries, offers such services as transportation,
storage, disposal and remediation of hazardous waste. Its annual
revenues are approximately $611 million.

                     *   *   *

As reported in the Troubled Company Reporter's May 12, 2004
edition, Moody's Investors Service confirmed the previous ratings
of Clean Harbors, Inc. and its subsidiaries. These are:

          --Senior Implied rating of B2;

          --Senior Unsecured Issuer Rating of B3;

          --$100 million guaranteed senior secured revolving
            credit facility maturing in 2005 rated B2;

          --$106 million guaranteed senior secured term loan
            maturing in 2005 rated B2.

Moody's also assigns these prospective ratings to the following
proposed debts:

          --$30 million guaranteed senior secured revolving credit
            facility maturing in 2009, rated (P)B1;

          --$95 million guaranteed senior secured letter of credit
            facility due 2009, rated (P)B2;

          --$150 million guaranteed senior subordinated notes due
            2014, rated (P)Caa1.

The outlook is stable.

According to Moody's, the company's ability to retain its stable
outlook depend on achieving its targeted cash from operations and
EBITDA for the second quarter of 2004 and would show a significant
improvement over the low first quarter  results. If the company
does not complete the refinancing of the proposed debt, the
ratings would acquire negative pressure from the company's ability
to comply with covenants of its existing credit facilities.

Existing credit facility ratings will be withdrawn upon completion
of the contemplated refinancing.


CONSOL ENERGY: Reports Coal, Gas & Power Production for May 2004
----------------------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) reports the following production
results for the month of May 2004:

Coal production declined slightly in the May period-to-period
comparison. Increases in production from the Loveridge,
Blacksville 2 and Mill Creek mines were offset by lower production
at Enlow Fork, Buchanan, Mine 84 and Shoemaker mines.

Because additional producing wells were drilled, gross gas
production improved nearly 12 percent in the May period-to-period
comparison. Electricity production was lower in the period-to-
period comparison because of higher natural gas prices in the 2004
period compared with the similar period a year earlier.

                  About the Company

CONSOL Energy has 19 bituminous coal mining complexes in seven
states. In addition, the company is one of the largest U.S.
producers of coalbed methane with daily gas production of
approximately 146.2 million cubic feet from wells in Pennsylvania,
Virginia and West Virginia. The company also has joint ventures
that produce natural gas in Virginia and Tennessee, and the
company produces electricity from coalbed methane at a joint-
venture generating facility in Virginia.

CONSOL Energy Inc. has annual revenues of $2.2 billion. It
received the U.S. Department of the Interior's Office of Surface
Mining National Award for Excellence in Surface Mining for the
company's innovative reclamation practices in 2002 and 2003. Also
in 2003, the company was listed in Information Week magazine's
"Information Week 500" list for its information technology
operations. In 2002, the company received a U.S. Environmental
Protection Agency Climate Protection Award. Additional information
about the company can be found at its web site:
http://www.consolenergy.com

                     *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Standard & Poor's Rating Services affirmed its 'BB-'
corporate credit and Senior unsecured debt ratings on Consol
Energy Inc., and removed them from CreditWatch where they were
placed on Dec. 5, 2003, with negative implications. The outlook is
stable.

"The rating action reflects the resolution of investigations into
allegations of fraud and malfeasance, which allowed the company to
address liquidity concerns, and an expected improvement in the
company's financial profile due to improved coal industry
conditions and increasing production," said Standard & Poor's
credit analyst Dominick D'Ascoli.


CORPORATE TRUST: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Corporate Trust, LLC
        500 North Rainbow Boulevard Suite 300
        Las Vegas, Nevada 89107

Bankruptcy Case No.: 04-16674

Chapter 11 Petition Date: June 16, 2004

Court: District of Nevada (Las Vegas)

Judge: Lloyd King

Debtor's Counsel: Andras F. Babero, Esq.
                  7550 West Alexander Road
                  Las Vegas, NV 89129
                  Tel: 702-870-4815

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


CORRPRO COS: Posts $4.9 Million Net Loss in First Quarter 2004
--------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), announced results for its
fourth quarter and fiscal year ended March 31, 2004.

The Company reported revenues from continuing operations for the
fourth quarter ended March 31, 2004 of $29.7 million, an increase
of $5.0 million, or 20.2%, over the fourth quarter of the previous
fiscal year. For the quarter, the Company incurred an operating
loss from continuing operations of $1.0 million, an improvement of
$1.5 million over the previous fiscal year fourth quarter. The
Company reported a net loss of $4.9 million for the quarter ended
March 31, 2004 compared to a net loss of $5.2 million in the year-
earlier period, an improvement of $0.3 million.

The fourth quarter historically has been the Company's weakest
business period as weather conditions in the colder climates limit
the amount of fieldwork that can be performed, impacting operating
efficiencies. In addition, the Company completed its refinancing
and recapitalization in the fourth quarter of fiscal 2004. As a
result of the refinancing, during the fourth quarter ended March
31, 2004, the Company expensed deferred financing costs associated
with the previous lenders of $0.9 million and yield maintenance
amounts required under previous debt arrangements of $2.0 million.
Also, the Company expensed professional fees and other non-
recurring restructuring costs of $0.8 million in the fourth
quarter of fiscal 2004.

For the fiscal year ended March 31, 2004, the Company reported
revenues from continuing operations of $130.1 million, up $12.5
million or 10.6% over the prior year. Operating income from
continuing operations was $8.5 million in fiscal year 2004,
compared to $2.0 million in the previous fiscal year, an increase
of $6.5 million or 335.2%. The Company incurred a loss from
continuing operations of $1.6 million in fiscal 2004 compared to a
loss of $4.4 million in the previous fiscal year. In the current
fiscal year, the Company incurred a net loss from discontinued
operations of $3.9 million compared to a net loss of $6.2 million
in the previous fiscal year. Including discontinued operations,
the net loss for fiscal year 2004 was $5.5 million or $0.65 per
fully diluted share compared to a net loss of $28.8 million or
$3.43 per fully diluted share in the prior fiscal year. The
weighted average number of shares used in calculating loss per
share is computed based on the number of common shares issued and
outstanding. On March 30, 2004, the Company completed a
recapitalization that resulted in the issuance of warrants
exercisable for 16.1 million shares of common stock. In accordance
with generally accepted accounting principles for "Participating
Securities," these warrants will be included in the weighted
average shares calculation only in periods in which the Company
generates net income available to common shareholders. Net income
available to common shareholders represents net income less the
annual preferred stock dividend.

In the fiscal year ended March 31, 2004, the Company generated
higher revenue levels and experienced improved operating
efficiencies. The sharply reduced net loss in fiscal year 2004 as
compared to fiscal year 2003 is attributable to the improved
operating results as well as to a non-cash goodwill impairment
charge of $18.2 million resulting from a change in accounting
principle reflected in the fiscal year 2003 results. The Company
will present additional financial information in its Annual Report
on Form 10-K for the period ended March 31, 2004, which is due by
June 29, 2004.

Commenting on fiscal 2004 results, Joseph P. Lahey, Chief
Executive Officer and President, said, "It was a tough year for
Corrpro, our shareholders, clients, and employees. We have
completed our recapitalization, it is behind us, and we are moving
forward with our new financial partners. We are refocusing on
performance and delivering high quality services and products to
our clients."

                     About the Company

Corrpro, headquartered in Medina, Ohio, with over 40 offices
worldwide, is the leading provider of corrosion control
engineering services, systems and equipment to the infrastructure,
environmental and energy markets around the world. Corrpro is the
leading provider of cathodic protection systems and engineering
services, as well as the leading supplier of corrosion protection
services relating to coatings, pipeline integrity and reinforced
concrete structures.

                         *   *   *

In its Form 10-Q for the quarterly period ended December 31, 2003
filed with the Securities and Exchange Commission, Corrpro
Companies, Inc. reports:

              Liquidity and Capital Resources

"At December 31, 2003, the Company had negative working capital
excluding net assets held for sale of $23.8 million compared to
negative $28.3 million at March 31, 2003, which was an increase of
$4.5 million. This increase in working capital is due to a number
of factors. Accounts receivable increased by $6.6 million. The
Company experienced an increase over the balance at March 31,
2003, which is normal as the Company begins its seasonally slow
time of the year. On March 31, 2003 we sold a non-strategic
business unit and recorded a $6.2 million note receivable, which
helped increase working capital. Inventory levels slightly
increased by approximately $0.8 million due to the slow down of
work as the Company begins its seasonally slow time of year. The
current portion of long-term debt decreased by $3.5 million. The
reduction in debt is primarily the result of cash generated by
continuing and discontinued operations as well as the sale of non-
strategic businesses. Accounts payable decreased $0.9 million as
we enter our seasonally slow time of the year.

"On December 15, 2003, the Company entered into the Purchase
Agreement with CorrPro Investments, LLC, providing for a
$13 million private equity investment as part of a plan of
recapitalization and refinancing of the Company. Under the terms
of the Purchase Agreement, the Company has agreed to issue and
sell to CorrPro Investments, subject to the satisfaction of
certain conditions further described below, (i) 13,000 shares of
the Company's newly-created Series B Preferred Stock, with an
initial liquidation preference of $1,000 per share, and (ii) the
Purchaser Warrant to purchase up to a number of shares of the
Company's Common Stock, equal to 40% of the Company's fully
diluted Common Stock at an exercise price of $0.001 per share.

"Simultaneous with the execution of the Purchase Agreement and
also as part of the recapitalization and refinancing plan, the
Company entered into (i) a commitment letter with CapitalSource,
pursuant to which CapitalSource has agreed to provide to the
Company, subject to the satisfaction of certain conditions, a
$40.0 million senior secured credit facility, consisting of a
revolving credit line, a term loan with a five-year maturity and a
letter of credit sub-facility, and (ii) a commitment letter with
American Capital, pursuant to which American Capital has agreed to
provide to the Company, subject to the satisfaction of certain
conditions, $14.0 million of senior secured subordinated debt. In
addition, American Capital will receive a warrant to purchase up
to a number of shares of Common Stock equal to 13.0% of the
Company's fully diluted Common Stock at an exercise price of
$0.001 per share, not to exceed $100 in the aggregate, and the
right to appoint one director to the Board of Directors.

"The proceeds of the financings will be used to satisfy the
outstanding indebtedness owed under the Revolving Credit Facility
and Senior Notes. The Lenders under both the Revolving Credit
Facility and Senior Notes have consented to the Company's
execution of the Purchase Agreement.

"Should the Company fail to obtain shareholder approval of the
recapitalization and refinancing transactions, the Company will
not be able to consummate the foregoing transactions. In such
event, the Revolving Credit Facility will become immediately due
and payable, together with a significant portion of the principal
of the Senior Notes. As of the date of this report, the Company
has no foreseeable means to satisfy these obligations under the
foregoing circumstances. Accordingly, if the recapitalization and
refinancing transactions are not consummated, the Company may be
forced to seek protection under Chapter 11 of the Bankruptcy
Code."


COVANTA ENERGY: Wants Court to Disallow & Expunge Five Big Claims
-----------------------------------------------------------------
The Reorganized Covanta Energy Corporation Debtors ask the Court
to disallow and expunge five claims that were filed against the
Debtors that remain in bankruptcy.

Vogel Brothers Bldg. Co. filed two identical proofs of claim
against Covanta Tampa Bay, Inc. -- Claim Nos. 4585 and 4590 --
both for $258,680.12.  Subsequent to the filing of Claim Nos.
4585 and 4590, Vogel Brothers received payment on a substantial
portion of the Vogel Claims.  Christine L. Childers, Esq., at
Jenner & Block, in Chicago, Illinois, tells the Court that the
Vogel Claims relate to a contract that was assigned to Tampa Bay
Water, thus Tampa Bay is now responsible for any of the
outstanding amounts due and owing to the Vogel Bros.

Ms. Childers estimates that, by July 14, 2004, Vogel Brothers
will have received payment of the remainder of the amounts due
and owing to the Vogel Claims.  Accordingly, the Debtors submit
that the Vogel Claims must be disallowed and expunged.

Wells Fargo filed numerous claims against the Debtors, including:

   Claim No.   Remaining Debtor                      Amount
   ---------   ----------------                      ------
      2559     Covanta Tampa Bay, Inc.            $105,432,034
      4403     Covanta Warren Holdings I, Inc.     105,432,034
      4404     Covanta Warren Holdings II, Inc.    105,432,034

Under the Debtors' Second Reorganization Plan, all Wells Fargo
Claims have been allowed in Subclass 3B, including the Wells
Fargo Remaining Debtor Claims.  On the Second Reorganization
Plan's Effective Date, Wells Fargo received the Secured Subclass
3A and 3B Total Distribution in full settlement, release and
discharge of all Wells Fargo Claims.

Since the Wells Fargo Claims have all been treated and satisfied
under the Second Reorganization Plan, the Debtors assert that the
Wells Fargo Remaining Debtor Claims must be disallowed and
expunged.

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)


COVANTA TAMPA: Court Sets July 1 as Plan Voting Deadline
--------------------------------------------------------
On May 20, 2004, the U.S. Bankruptcy Court for the Southern
District of New York approved the Disclosure Statement with
respect to the Joint Plan of Reorganization of Covanta Tampa Bay,
Inc. and Covanta Tampa Construction, Inc.

July 1, 2004 at 4:00 p.m. is the deadline for creditors to cast
their ballots and vote to accept or reject the Plan.  All ballots
must be delivered to:

               Bankruptcy Services LLC
               757 Third Avenue, Third Floor
               New York, NY 10017

Objections to confirmation of the plan must be filed by July 1,
2004 at 4:00 p.m. with the Clerk of Court and served on co-counsel
of the reorganizing debtor, the Office of the U.S. trustee and
counsel to Tampa Bay Water.

The confirmation hearing to consider the confirmation of the plan
will be held on July 14, 2004 at 2:00 p.m. before the Honorable
Cornelius Blackshear at the bankruptcy court.

Copies of the plan materials are available with the Clerk of Court
or by contacting Bankruptcy Services, LLC.

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.


CREDIT SUISSE: S&P Puts Series 2000-FL1 Classes on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on four
classes from Credit Suisse First Boston Mortgage Securities Corp.
series 2000-FL1 on CreditWatch with negative implications.

The CreditWatch placements reflect the continued performance
declines in the portfolio, most notably the San Tomas property.
The ratings on the classes will remain on CreditWatch negative,
pending an evaluation of the San Tomas property, including the
leasing of its vacant space and the receipt of a current brokers
price opinion.

The San Tomas Business Park property ($79.2 million trust
balance), which is REO, is secured by an office building in Santa
Clara, Calif. The trust has a 66.7% senior interest in San Tomas
that participates pari passu with Credit Suisse First Boston
Mortgage Securities 2001-Fl2 transaction that has a 16.7% senior
interest. A third party holds the remaining junior interest. The
borrower defaulted on its loan, which matured in December 2003. In
December 2003, the property was appraised at $63.5 million. The
property is currently covering its expenses and debt service
requirements.

The other significant loan in the portfolio is the Crowe portfolio
($30.2 million balance). The Crowe loan is secured by four office
buildings located in or near Dallas, Texas. The loan was
transferred to special servicing in March 2003 when the borrower
requested a loan modification. The property, which is 60%
occupied, had 0.88x debt service coverage at Dec. 31, 2003.

Together, the San Tomas property and the Crowe portfolio account
for 90% of the outstanding pool balance.

          Ratings Placed On Creditwatch Negative

       Credit Suisse First Boston Mortgage Securities Corp.
       Commercial mortgage pass-thru certs series 2000-FL1

                             Rating
                    Class   To              From
                    E       BBB/Watch Neg   BBB
                    F       BB/Watch Neg    BB
                    G       BB-/Watch Neg   BB-
                    H       B-/Watch Neg    B-


CREDIT SUISSE: S&P Gives Low Ratings To 6 Series 2001-FL2 Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on eight
classes from Credit Suisse First Boston Mortgage Securities Corp.
series 2001-FL2 on CreditWatch with negative implications.

The CreditWatch placements reflect the interest shortfalls in five
rated classes and the continued performance declines in the
portfolio, most notably the 200/300 Main Street and San Tomas
properties. The ratings on the classes will remain on CreditWatch
negative pending the receipt of an appraisal of 200/300 Main
Street and the determination as to the timing of any interest
recovery on the shorted classes. According to the special
servicer, Archon Group L.P., the property is expected to be
marketed for sale in the fourth quarter of 2004.

The CreditWatch actions also consider the evaluation of the San
Tomas property, including the leasing of vacant space and the
receipt of a current brokers price opinion. In December 2003, the
property was appraised at $63.5 million.

A recent determination by the master servicer, ORIX Capital
Markets LLC, as provided in its officer's certificate, stated that
any further interest advance on the 200/300 Main Street loan would
be nonrecoverable. As a result, six non-investment-grade classes
will be shorted interest starting with the June 2004 payment date.
The principal balance of the loan is $15.2 million with advances
of $4.36 million.

The 200/300 Main Street loan consists of a 127,000-sq.-ft. office
building in Novi, Michigan. The loan was transferred to special
servicing in January 2002 due to a payment default. In June 2002,
an appraisal valued the property at $17.75 million. At that time,
an appraisal reduction of $545,000 was taken. A recent appraisal,
which is to be delivered to the special servicer within the next
few weeks, is expected to be materially lower.

The San Tomas Business Park asset, which is REO, is secured by an
office building in Santa Clara, California. The trust has a 66.7%
senior interest in San Tomas that participates pari passu with
Credit Suisse First Boston Mortgage Securities 2001-Fl2
transaction that has a 16.7% senior interest. A third party holds
the remaining junior interest. The borrower defaulted on its loan,
which matured in December 2003. The property is currently covering
its expenses and debt service requirements.

               Ratings Placed On Creditwatch Negative

          Credit Suisse First Boston Mortgage Securities Corp.
          Commercial mortgage pass-thru certs series 2001-FL2

                             Rating
                    Class   To               From
                    F       BBB/Watch Neg    BBB
                    G       BBB-/Watch Neg   BBB-
                    H       BB+/Watch Neg    BB+
                    J       BB-/Watch Neg    BB-
                    K       B/Watch Neg      B
                    L       B-/Watch Neg     B-
                    M       CCC+/Watch Neg   CCC+
                    N       CCC/Watch Neg    CCC


DELTA AIR: Names Paulette Corbin SVP -- In-Flight Service Division
------------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced the appointment of Paulette
Corbin as senior vice president of its In-Flight Service division.
Corbin's previous position was vice president of Airport Customer
Service (ACS) for Delta's western region.

As the leader of Delta's In-Flight Service division, Corbin will
be responsible for leading Delta's flight attendants.

"Paulette is a perfect fit to step in and lead the In-Flight team,
continuing the hard work that has already begun and looking for
key opportunities to help make Delta a stronger competitor in the
long-term," said Vicki Escarra, executive vice president and Chief
Customer Service Officer. "Paulette's appointment is consistent
with our commitment to promote leadership from within Delta."

Corbin, 53, began her Delta career in 1973 as a Boston-based
flight attendant. She held various management positions of
increasing responsibility in In-Flight Service and Reservation
Sales before being selected to serve on the team that launched
Delta Express. Corbin served  as managing director-Delta Express
from 1998 to 2000 and was responsible for driving the strategic,
financial and operational performance of the unit, as well as
marketing and employee programs.

As vice president, ACS-West, Corbin played a key role in the
transformation of Delta's airports, which provided customers with
better, faster and friendlier options for navigating the airport
experience.

A native of Boardman, Ohio, Corbin graduated from Allegheny
College. Sharon Wibben, 50, who preceded Corbin as the leader of
Delta's In-Flight Service division, announced her resignation to
pursue opportunities outside of Delta. She served as the leader of
In-Flight Service for five years, most recently as senior vice
president - In-Flight Service, guiding Delta's flight attendants
through an unprecedented time of change.  Under her leadership,
In-Flight introduced revenue-driving initiatives and launched
state-of-the-artscheduling technology that will produce
significant cost savings for the company and increased flexibility
for flight attendants.

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

                         *   *   *

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


DIGITAL IMAGING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Digital Imaging Services, LLC
        dba Integrated Imaging Center
        508 West 26th Street
        New York, New York 10001

Bankruptcy Case No.: 04-14181

Type of Business: The Debtor provides print production services.
                  See http://www.iicdirect.com/

Chapter 11 Petition Date: June 17, 2004

Court: Southern District of New York (Manhattan)

Judge: Carter Beatty

Debtor's Counsel: Sherri D. Lydell, Esq.
                  Platzer, Swergold, Karlin, Levine Goldberg &
                  Jaslow, LLP
                  1065 Avenue of the Americas, 18th Floor
                  New York, NY 10018
                  Tel: 212-593-3000
                  Fax: 212-593-0353

Total Assets: $3,260,173

Total Debts:  $5,884,397

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Amalgamated Lithographers Intl.            $308,163
113 University Place
New York, NY 10003

Marquardt & Company Inc.                   $222,884

Richards & Ellis Graphics Grp.             $181,027

Harold M. Pitman Company                   $170,089

J & M Finishing LLC                        $112,789

First Air Services, Inc.                    $84,325

Amper, Politziner & Mattia PC               $60,620

West Chelsea Building, LLC                  $54,977

Braverman Die Cutting Co.                   $53,805

Axis Global Systems, LLC                    $46,753

H.A. Metzger, Inc.                          $39,541

Gould Paper Corporation                     $25,437

RIS Paper Company, Inc.                     $22,911

Kaback Enterprises                          $20,731

Superior Printing Ink                       $19,383

Ellis Graphics Corp.                        $17,753

Boxer Display                               $14,265

Con Edison                                  $13,380

Diamond Die Cutting                         $12,845

E & M Bindery                               $10,424


DIVERSIFIED CORPORATE: Hires Tax Consultant to Initiate IRS Talks
-----------------------------------------------------------------
On June 8, 2004, Diversified Corporate Resources, Inc. (Amex: HIR)
announced that it had retained a specialized tax consultant to
initiate discussions with the Internal Revenue Service regarding
the payment of $2.5 million in unpaid Section 941 taxes owed by
the Company for periods during the first and second quarters of
2004. Based on these discussions, the Company will have a time
period of at least 120 days to either pay this liability in full
or enter into a satisfactory payment plan, if necessary.
Currently, the Company has $.6 million in a restricted cash
account reserved for payment against this balance reducing the
amount of required funds to approximately $1.9 million.

The nonpayment of taxes has caused Wells Fargo Business Credit,
Inc. to declare, on June 14, 2004, that a default currently exists
under the Accounts Purchase Agreement between Datatek Group
Corporation, a wholly-owned subsidiary of the Company and Wells
Fargo. Previous to this declaration, the Company had initiated
discussions with other lenders regarding the payoff of balances
due to Wells Fargo. Therefore, although the final outcome is not
free from doubt, the Company plans to either complete a financing
agreement with one of these lenders, or correct the default
event(s) to the satisfaction of Wells Fargo on or before July 30,
2004. In the meantime, Wells Fargo is continuing to purchase
accounts receivables from the Company.

Pending resolution of the above, the Company will be unable to
release the 2003 financial statements, its Proxy Statement for the
2004 Annual Meeting and the filing with the Securities and
Exchange Commission of its 2003 Annual Report on Form 10-K, its
amended and restated Forms 10-Q for the first three quarters of
2003, and the Quarterly Report on Form 10-Q for the first quarter
of 2004.

On June 18, 2004, the Company will present to the American Stock
Exchange a plan, which would amend a plan previously submitted to
the Exchange on May 24, 2004, whereby it would file the required
SEC reports and otherwise regain full compliance on or before July
30, 2004, while, in the meantime, the halt in trading currently in
effect would continue. The Exchange may or may not accept the
amended plan. If such plan is not accepted, the Exchange may
initiate delisting proceedings. These proceedings, including the
periods set aside for appeals, are likely to take at least sixty
days. The Company believes that the proceedings would terminate
and its stock would resume trading if the Company filed the SEC
reports and otherwise regained full compliance with the listing
standards at any time during the pendency of such proceedings.

Effective June 10, 2004, W. Brown Glenn, Jr., has resigned as a
director and President of the Company. Mr. Glenn did not request
publication of any disagreement with the Company in connection
with his resignation.

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

                     About the Company

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


EMAGIN CORP: Emphasizes Continued Growth at 2004 Annual Meeting
---------------------------------------------------------------
eMagin Corporation (AMEX:EMA), the leading developer of organic
light emitting diode (OLED) microdisplay technology, held its
Annual Meeting of Shareholders on Tuesday, June 15, at the
American Stock Exchange.

At the meeting, the company underscored that with its displays now
appearing in more than twenty products, and with more products
being developed, it is preparing to meet higher demand for its
OLED-on-silicon microdisplays and microdisplay systems.

"We've made great strides over the last year as customers'
products that were in development moved into manufacturing," noted
Gary Jones, CEO and president, eMagin Corporation. "And with more
people demanding mobile access to data, especially image-rich
data, we anticipate even broader markets for our virtual imaging
products in the coming years."

Mr. Jones also noted that he expects additional near-term
announcements of products using eMagin displays. In addition, he
reported that the joint development of very small, lower-
resolution displays for digital cameras and camcorders undertaken
with Rohm Corp. is still on schedule.

Summarizing the company's mission "to bring virtual imaging
capability to the world in order to enhance human experience and
to enable people to become more effective at whatever they do,"
Mr. Jones noted that the company's achievements in restructuring
its debt, improving its supply chain and manufacturing, and
developing new products all contributed to a successful 2003 and
pointed to continued progress toward fulfilling its mission.

Shareholders approved all proposals presented at the meeting,
which included the following matters:

   -- Elected three Class C directors to serve three-year terms:
      Claude Charles, president of a private international
      consulting firm; Dr. Jack Goldman, retired senior vice-
      president for R&D and chief technical officer of the Xerox
      Corporation; and Dr. Jill Wittels, corporate vice president
      of business development for L-3 Communications

   -- Approved 2004 Non-Employee Compensation Plan

   -- Ratified Eisner LLP as the company's independent auditor

Forward-looking statements or additional information provided at
the meeting included

   -- Reconfirmation of the guidance given in their last
      conference call with analysts that, pending auditor review,
      the second quarter is expected to see a new high for product
      sales and that the company is increasingly optimistic about
      being EBITDA-positive on a monthly basis later this year

   -- A $4.3 million cash balance at the end of May, which is not
      significantly less than the cash balance at the end of
      March, despite an increasing amount of cash that has been
      going into prepayments to build a growing supply line and
      efforts to grow a larger inventory of finished goods

   -- The apparent resolution of the incoming CMOS wafer yield
      issues that were reported in the first quarter conference
      call.

                  About eMagin Corporation

eMagin is a leader and innovator in near-to-the-eye virtual
imaging technologies and products, integrating high-resolution
OLED displays (smaller than one inch), magnifying optics, and
systems technologies to create a virtual image that appears
comparable to that of a computer monitor, a large-screen
television, or even a theater-like experience. eMagin's
microdisplay systems are expected to enable new mass markets for
wearable personal computers, wireless Internet appliances,
portable DVD-viewers, digital cameras, and other emerging
applications for consumer, industrial, military, and homeland
defense applications. The company has developed unique technology
for producing high-performance OLED-on-silicon microdisplays and
related optical systems. eMagin is the only company to announce,
show, and sell full-color active matrix OLED-on-silicon
microdisplays, licensing OLED technology from Eastman Kodak
Company. The company supplies these displays in commercial
quantities to OEMs. In addition, the company sells integrated
modules to military, industrial and medical customers. eMagin's
corporate headquarters and microdisplay operations are co-located
with IBM on its campus in East Fishkill, N.Y. Optics and system
design facilities are located at its wholly-owned subsidiary,
Virtual Vision, Inc., in Redmond, Wash. For more information,
visit http://www.emagin.com/

                     *   *   *

In its Form 10-QSB for the quarterly period ended March 31, 2004
filed with the Securities and Exchange Commission, eMagin
Corporation reports:

             Liquidity and Capital Resources

"We have total liabilities and contractual obligations of
$1,217,593 as of March 31, 2004. We currently anticipate that we
will continue to experience significant growth in our operating
expenses for the foreseeable future and that our operating
expenses will be the principal use of our cash. In particular, we
expect that salaries for employees engaged in production
operations, purchase of inventory and expenses of increased sales
and marketing efforts would be the principle uses of cash. We
expect that our cash requirements over the next 12 months will be
met by a combination of cash on hand which as of May 13 was
approximately $4.5 million, additional financing, exercising of
outstanding options and warrants, and revenues generated by
operations. We expect to continue to devote substantial resources
to manufacturing, marketing and selling our products."

             Risks Related To Financial Results

"If we do not obtain additional cash to operate our business, we
may not be able to execute our business plan and may not achieve
profitability.

"In the event that cash flow from operations is less than
anticipated and we are unable to secure additional funding to
cover these added losses, in order to preserve cash, we would be
required to further reduce expenditures and effect further
reductions in our corporate infrastructure, either of which could
have a material adverse effect on our ability to continue or
increase our current level of operations.  To the extent that
operating expenses increase or we need additional funds to make
acquisitions, develop new technologies or acquire strategic
assets, the need for additional funding may be accelerated and
there can be no assurances that any such additional funding can be
obtained on terms acceptable to us, if at all. If we are not able
to generate sufficient capital, either from operations or through
additional financing, to fund our current operations, we may not
be able to continue as a going concern. If we are unable to
continue as a going concern, we may be forced to significantly
reduce or cease our current operations. This could significantly
reduce the value of our securities, which could result in our de-
listing from the American Stock Exchange and cause investment
losses for our shareholders.


ENRON: Provides Notice Of Intercompany Pacts Rejection Damages
--------------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, in New
York, notes that the approved Disclosure Statement provides that
the Enron Debtors will file a schedule of stipulated rejection
damages arising from the Debtors' rejection of intercompany
trading contracts and other intercompany contracts.  The Debtors
have calculated the projected damages arising from the rejection
of intercompany trading contracts and other intercompany
contracts.

The Debtors estimate that:

   -- damages from one Debtor to another Debtor under the
      rejected Trading Contracts will total $5,929,762,930;

   -- damages from one Debtor to another Debtor under the
      rejected Non-Trading Contracts will total $730,118,170;

   -- damages from a Debtor to a non-debtor under the rejected
      Trading Contracts will total $893,481,975; and

   -- damages from a Debtor to a non-debtor under the rejected
      Non-Trading Contracts will total $36,531. (Enron Bankruptcy
      News, Issue No. 112; Bankruptcy Creditors' Service, Inc.,
      215/945-7000)


ETEAM USA: Court Sets Public Auction on June 22
-----------------------------------------------
On May 27, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved uniform Sale Procedures proposed by Eteam USA
LLC and ETEAM of Philadelphia LLC to Professional Development
Team, LLC.

Copies of the Asset Purchase Agreement, the Sale Procedures and
the Sale Procedures Order may be obtained by contacting
mbertsch@ycst.com

The court has set June 22, 2004 at 10:00 a.m. as the date and time
for a public auction to be held at:

                    Young Conaway Stargatt & taylor LLP
                    The Brandywine Building
                    1000 West Street
                    17th Floor
                    P.O. Box 391
                    Wilmington, DE 19899-0391

for any competing bidder to step forward to top Professional
Development Team's $984,000 bid.

Eteam of Philadelphia LLC and Eteam USA LLC --
http://www.executrain.com/-- offer training in computer
application and technical development, project management, sales
performance, team building, leadership development, and customer
service skills. The Debtors filed for chapter 11 protection
(Bankr. Del. Case Nos. 04-11302 & 04-11303) on May 2, 2004. Joseph
A. Malfitano, Esq. of Young, Conaway, Stargatt & Taylor represents
the Debtors in their restructuring efforts. As of bankruptcy
petition date, assets were estimated at $100,000 to $500,000 while
debts were estimated at $1 million to $10 million.


ETEAM USA: Court Fixes July 1 as General Claims Bar Date
--------------------------------------------------------
On May 27, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order establishing a general claims bar date
-- a deadline by which all creditors must file proofs of any
prepetition claim against Eteam USA LLC and ETEAM of Philadelphia
LLC that arose prior to May 2, 2004.

The court has set July 1, 2004 at 4:00 p.m. as the last day to
file proofs of claim.  Claim forms must be delivered to:

                    Delaware Claims Agency, LLC
                    ETEAM USA LLC Claims Processing
                    P.O. Box 515
                    Wilmington, Delaware 19899

Proofs of claim must be filed if the claims are:

      (a) prepetition claims not listed in the debtor's schedules
          or

      (b) claims improperly classified in the schedules

For additional information regarding the filing of proofs of claim
contact DCA at (302) 658-1067.

Eteam of Philadelphia LLC and Eteam USA LLC --
http://www.executrain.com/-- offer training in computer
application and technical development, project management, sales
performance, team building, leadership development, and customer
service skills. The Debtors filed for chapter 11 protection
(Bankr. Del. Case Nos. 04-11302 & 04-11303) on May 2, 2004. Joseph
A. Malfitano, Esq. of Young, Conaway, Stargatt & Taylor represents
the Debtors in their restructuring efforts. As of bankruptcy
petition date, assets were estimated at $100,000 to $500,000 while
debts were estimated at $1 million to $10 million.


FLEMING COS: Sonitrol Wants Stay Lifted to Continue Colorado Suits
------------------------------------------------------------------
Sonitrol Management Corporation, represented by Kimberly E. C.
Lawson, Esq., at Reed Smith, LLP, in Wilmington, Delaware, asks
Judge Walrath to lift the automatic stay so it can take any
actions or invoke any judicial processes against or involving any
of the Debtors that Sonitrol deems necessary or appropriate to
protect its interest in four related lawsuits, including:

       -- taking discovery from or involving any of the Debtors;

       -- prosecuting and liquidating via final judgment,
          settlement or otherwise any claims, cross-claims, third
          party claims and setoff claims against any of the
          Debtors as Sonitrol may have;

       -- prosecuting appeals and post-judgment reviews, if any,
          in connection with the lawsuits; and

       -- allowing Sonitrol to exercise against the Debtors any
          rights of set-off that may exist under applicable law.

Ms. Lawson explains that Core-Mark International contracted under
two agreements with Sonitrol's predecessor to install and monitor
a burglar alarm in a portion of a warehouse located in Aurora,
Colorado, leased by Core-Mark.  Sonitrol has been named as a
defendant in the four lawsuits pending in Colorado state court
based on claims arising from a December 2002 burglary of and fire
at the Core-Mark warehouse.  As a tenant in the warehouse at the
time of the burglary and fire, Core-Mark has been named as a co-
defendant in three of the four lawsuits.  Fleming Companies,
Inc., is also named as a defendant in three of the four suits.

Sonitrol intends to assert its set-off rights against the Debtors
before confirmation, thus preserving and protecting those rights
post-confirmation.

The suits, parties and general allegations are:

       (1) "Lexington Ins. Co. et al. v. Cornerstone Security
           d/b/a Sonitrol of Denver et al." pending in the
           District Court of Adams County, Colorado.  The
           Plaintiffs are insurance companies that claim to
           have paid casualty losses to Core-Mark for fire
           damages.  The plaintiffs allege that Sonitrol's
           failure to monitor properly a burglar alarm system
           somehow caused fire loss to Core-Mark.  Other
           plaintiffs have asserted negligence and gross
           negligence claims against Sonitrol;

       (2) "Lexington Ins. Co. as subrogee v. Sonitrol,
           Core-Mark, and Fleming Companies" pending in the
           District Court of Adams County, Colorado.  Lexington
           is the insurer of the warehouse owner, and asserts
           negligence and gross negligence claims against
           Sonitrol;

       (3) "Bonakemi USA, Inc., v. Sonitrol, Core-Mark, and
           Fleming Companies et al." pending in the District
           Court of Adams County, Colorado.  Bonakemi is a
           consignor of property damages in the fire and asserts
           a claim for willful and wanton negligence against
           Sonitrol.  The state court has granted a summary
           judgment in favor of Sonitrol dismissing Bonakemi's
           claims against it, but a final judgment has not yet
           been entered; and

       (4) "Product Development Corp. v. Sonitrol, Core-Mark,
           Fleming Companies, et al." pending in the District
           Court of Adams County, Colorado.  Product Development
           is a consignor of property damages in the warehouse
           fire, and asserts claims for willful and wanton
           negligence against Sonitrol.

                     No Prejudice to Debtors

Mr. Lawson argues that the Debtors will not be prejudiced if the
suits are allowed to continue.  The Debtors will be participating
in the lawsuits in much the same way as they would be if the
issues were resolved in a claims-estimation proceeding in the
Bankruptcy Court.  In fact, it is likely that the Debtors will be
able to participate at a reduced cost to the estates as compared
to a claims-estimation proceeding.

In addition, various parties to the suits are located in
Colorado, and have already retained Colorado counsel.

By contrast, Sonitrol will be substantially prejudiced by
continuance of the stay.  Sonitrol will be required to litigate
the lawsuits in Colorado against non-debtors, while at the same
time engaging in a claims-estimation or similar proceeding in the
Bankruptcy Court to address its claims against the Debtors.

Sonitrol would also face the added logistical burden and costs of
initiating a claims-estimation process in the Bankruptcy Court.
These added burdens and costs couldn't be ignored.

Duplicative litigation would waste judicial resources, both in
the Bankruptcy Court and in Colorado.  The Colorado state courts
have already made significant progress in the lawsuits.  For
Sonitrol to protect its interests properly in the suits, it may
be necessary for it to assert various claims, including cross-
claims, third party claims, and set-off claims in Colorado and in
Delaware.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


GREAT LAKES: Reports Improved May 2004 Traffic Results
------------------------------------------------------
Great Lakes Aviation, Ltd. (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of May.

Scheduled service generated 10,398,978 revenue passenger miles
(RPM's), a 1.3 percent increase from the same month last year.
Available seat miles (ASM's) decreased 3.7 percent to 25,712,913.
As a result, load factor increased 1.9 points to 40.4 percent.
Passengers carried increased 3.4 percent to 38,000 when compared
with May 2003.

For the five months ending May 31, 2004 compared to the same five-
month period in 2003, revenue passenger miles (RPM's) increased
25.6 percent to 52,947,206 while available seat miles (ASM's)
increased 4.0 percent to 137,517,606, resulting in a load factor
of 38.5 percent for the year 2004 compared to 31.9 percent for the
same five-month period in 2003.  The company carried 189,726
revenue passengers for the five-month period ending May 31, 2004,
a 22.0 percent increase on a year over year basis.

                         About the Company

Great Lakes Aviation, Ltd. is a regional airline operating as an
independent carrier and as a code share partner with United Air
Lines, Inc. and Frontier Airlines, Inc. As of February 29, 2004,
the Company served 36 destinations in ten states to and from
Denver, Colorado; three destinations in three states to and from
Phoenix, Arizona; and two destinations in one state to and from
Minneapolis, Minnesota. The Company is providing scheduled
passenger service at 37 airports in ten states with a fleet of
Embraer EMB-120 Brasilias and Raytheon/Beech 1900D regional
airliners. All scheduled flights are operated under the Great
Lakes Airlines marketing identity in conjunction with code-share
agreements with United Airlines and Frontier Airlines at the
Denver hub.

                        *   *   *

As reported in the Troubled Company Reporter's May 11, 2004
edition, the Company suffered substantial losses during the years
2001 and 2002. These losses produced a significant reduction in
the Company's liquidity. As a result, during 2001 and 2002, the
Company was in arrears in payments to almost all of the
institutions providing lease or debt financing for the Company. On
December 31, 2002 and during the second quarter of 2003, the
Company was able to negotiate restructured financing agreements
with two of the Company's creditors.

During 2003, the Company was unable to generate sufficient cash
flows to service the Company's outstanding debt and lease payment
obligations, including the restructured financing agreements. At
December 31, 2003, the Company was in arrears with respect to
almost all of the Company's aircraft debt and lease obligations.
Therefore, the amount of long-term debt that would otherwise be
due after one year is reflected on the Company's balance sheets as
long-term obligations classified as current. In addition, the
Company cannot determine with a high degree of confidence that it
will be able to generate sufficient cash flows during 2004 in
order to make the required payments or remain in compliance with
its aircraft debt and leases agreements.

The Company's liquidity problems, in addition to the Company's
dependence on United (which was still in bankruptcy at the end of
2003), raise significant doubts about Great Lakes Aviation Ltd.'s
ability to continue as a going concern. Because the Company
currently has no financing agreements in place that would allow
the Company to secure additional funds, the Company's ability to
continue as a going concern will ultimately depend upon the
Company's ability to: (i) increase profitability and cash flow or
obtain new sources of financing to pay its obligations as such
obligations come due; (ii) maintain adequate liquidity; and (iii)
achieve sustained profitability. The Company's financial
statements have been prepared on a going concern basis that
assumes a continuity of operations and the realization of assets
and liabilities in the ordinary course of business. The financial
statements do not include any adjustments that might result if the
Company were forced to discontinue operations.


GRENADA MANUFACTURING: Wants to Hire John Mark King as Accountant
-----------------------------------------------------------------
Grenada Manufacturing, LLC asks the U.S. Bankruptcy Court for the
Northern District of Mississippi for permission to hire John Mark
King, CPA, PA as its accountant.

Mr. King's services will include:

   a) assisting with year end adjustments;

   b) preparing the year end compilation report; and

   c) preparing the company's federal and state income tax
      returns.

Mr. King estimates his fee to be around $2,500.  He assures the
Court that he has no connection with the Debtor, its creditors, or
other parties in interest of this chapter 11 proceeding.

Headquartered in Grenada, Mississippi, Grenada Manufacturing, LLC,
filed for chapter 11 protection on April 5, 2004 (Bankr. N.D.
Miss. Case No. 04-12077).  Craig M. Geno, Esq., at Harris & Geno
PLLC represents the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


HAYES: Inks Stipulation Reaffirming Insurance Policies Obligations
------------------------------------------------------------------
Liberty Mutual Insurance Company filed Claim No. 4885 for
$1,085,564, arising from prepetition estimated insurance losses
associated with certain workers compensation claims against the
Hayes Lemmerz Debtors.  Pursuant to certain policies, Liberty and
its affiliates provided the Debtors with various insurance
coverage, including workers' compensation for claims arising out
of prepetition events.

Pursuant to three Deductible Policies, represented by Policy No.
4718-00-000103, Liberty is entitled to reimbursement of
deductible costs, but not to any adjustment of premium based on a
retrospective rating:

    Workers' Compensation Policies           Policy Period
    ------------------------------           -------------
    WAC-64D-004314-0279                  02/01/1997 - 02/01/1998
    WAC-64D-004314-0289                  02/01/1998 - 02/01/1999
    WAC-64D-004314-0299                  02/01/1999 - 02/01/2000

Three excess Policies, represented by Policy No. 4718-00-000109
have been paid in full, and Liberty is not entitled to any
further payments under the Excess Policies:

    Workers' Compensation Policies           Policy Period
    ------------------------------           -------------
    WPC-641-004314-0479                 09/01/1997 - 09/01/1998
    WPC-641-004314-0489                 09/01/1997 - 09/01/1999
    WPC-641-004314-0499                 09/01/1999 - 02/01/2000

The confirmed Plan provides that:

    "Upon occurrence of the Effective Date, the Reorganizing
    Debtors shall continue the Workers' Compensation Programs in
    accordance with applicable state laws.  Nothing in the plan
    shall be deemed to discharge, release, or relieve the Debtors
    or Reorganized Debtors from any current or future liability
    with respect to any of the Workers' Compensation Programs.
    The Reorganized Debtors shall be responsible for all valid
    claims for benefits and liabilities under the Workers'
    Compensation Programs regardless of when the applicable
    injuries were incurred.  Any and all obligations under the
    Workers' Compensation Programs, including any assessments with
    respect to the Michigan Workers' Compensation Programs and
    retrospectively rated premium rate adjustments from the Ohio
    Bureau of Workers' Compensation, shall be paid in accordance
    with the terms and conditions of the Workers' Compensation
    Programs and in accordance with all applicable laws."

The Debtors objected to Liberty's claim on the basis that "they
continue to administer their worker's compensation program in
accordance with the terms and conditions of the applicable
worker's compensation program and maintain, as required by
contract, a $250,000 loss fund balance."

The Parties engaged in discussions regarding the Liberty Claim
and the Objection, resulting in a global resolution
comprehensively resolving the Liberty Claim.  Under a
stipulation, the Debtors reaffirm all of their obligations under
the Deductible Policies, including the obligation to make timely
payments to Liberty on account of all deductibles owing on
account of the Deductible Policies.  Hence, the Liberty Claim is
deemed withdrawn. (Hayes Lemmerz Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


HELLER FINANCIAL: Fitch Junks 1999 PH-1 Class M Notes Rating
------------------------------------------------------------
Fitch Ratings downgrades Heller Financial Commercial Mortgage
Asset Corp.'s mortgage pass-through certificates, series 1999
PH-1, as follows:

          --$7.6 million class M to 'CCC' from 'B-'.

Fitch also upgrades the following classes:

          --$53 million class D to 'AAA' from 'A+';
          --$12.6 million class E to 'AA' from 'A-';
          --$37.9 million class F to 'A' from 'BBB';
          --$17.7 million class G to 'A-' from 'BBB-';
          --$35.3 million class H to 'BBB-' from 'BB+'.

In addition, Fitch affirms the following classes:

          --$109.7 million class A-1 'AAA';
          --$535.6 million class A-2 'AAA';
          --Interest-only class X 'AAA';
          --$22.7 million class B 'AAA';
          --$20.2 million class C 'AAA';
          --$20.2 million class J 'BB';
          --$7.6 million class K 'BB-';
          --$15.1 million class L 'B'.

The $18.8 million class N is not rated by Fitch.

The downgrade reflects the expected loss with one of the four
specially serviced loans (2.5%) in the pool. This loan is the
largest of the specially serviced loan (1.7%) and is secured by an
office building located in Columbus, OH. The loan transferred to
the special servicer as a result of monetary default in February
2003 and is now real estate owned (REO). The special servicer,
Lennar Partners, Inc., has since hired new management at the
property and is attempting to lease the vacant space. An appraisal
reduction of $10.8 million was taken in September 2003. Fitch
expects a loss will occur on this loan at the time it is sold from
the trust.

The upgrades reflect both the increased credit enhancement levels
from amortization and subordination levels of similar deals issued
today. As of the May 2004 distribution date, the pool's aggregate
collateral balance has been reduced 9.5% to $914 million from $1
billion at issuance. Since issuance, the trust has incurred
approximately $1.4 million in losses due to the disposition of two
assets. Fitch reviewed the performance and underlying collateral
of the two credit assessed loans in the pool: South Plains Mall
(6.8%) and Station Plaza Office Complex (2.5%). Based on their
stable performance, both credit assessments remain investment
grade.

The South Plains Mall, located in Lubbock, Texas, consists of 1.1
million square feet, of which 1.0 million sf is collateral for the
loan. Based on data provided by the master servicer, Wachovia
Securities, the year-end 2003 debt service coverage ratio and
occupancy levels are unchanged since issuance, with a DSCR of 1.99
times (x), and occupancy at 98%. The Station Plaza Office Complex
consists of three office buildings (320,477 sf) located in
Trenton, New Jersey. The properties have maintained occupancy
levels of 100% since issuance. Based on data supplied by the
master servicer, the DSCR has declined negligibly since issuance.


HERKIMER FOREST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Herkimer Forest Products Corporation
        110 Glens Street, 2nd Floor
        Glens Falls, New York 12801

Bankruptcy Case No.: 04-13978

Type of Business: The Debtor is engaged in the business of
                  logging.

Chapter 11 Petition Date: June 16, 2004

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  Pasquariello & Weiskopf, LLP
                  One Marcus Boulevard, Suite 200
                  Albany, NY 12205
                  Tel: 518-689-0323

Total Assets: $865,000

Total Debts:  $1,046,032

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Winston Tower 1988 Inc.       Secured Value:             $63,658
                              $425,000

Roy, Pierre                                              $47,552

Materiaux Blanchet                                       $46,548

Clinton County Treasurer                                 $23,534

Bois Francs Kingsey, Inc.                                $22,293

Winston Tower 1988 Inc.       First Mortgage             $19,022
                              Secured Value:
                              $125,000

First Pioneer Farm Credit                                $18,801

Caterpillar                                              $15,100

Winston Tower 1988, Inc.                                 $12,640

Internal Revenue Service                                 $10,236

Bartlett, Pontiff, Stewart & Rhodes                       $7,155

Francibois, Inc.                                          $6,372

Internal Revenue Service                                  $4,150

Syracuse Supply                                           $3,635

Brouillette, Eric                                         $2,862

Sechoir Cote                                              $2,725

Wickham Flooring                                          $2,437

MZG Realty                                                $2,400

Curtis, Murphy & Jeffrey                                  $2,175

NYS Dept. of Tax & Finance                                $2,126


HIDDEN POINTE: Asks to Hire Locke Liddel as Special Counsel
-----------------------------------------------------------
Hidden Pointe Properties, LP wants to hire Locke Liddel & Sapp LLP
as special counsel in connection with the sale of its primary
asset, Hidden Pointe Apartments.  The Debtor tells the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division that the attorneys of Locke Liddell are experienced,
qualified and competent to represent the Debtor in this matter.

The Debtor relates that it has executed and Agreement of Purchase
and Sale of Hidden Pointe Apartments to Capital Housing Partners,
LLC and will require the expertise of a legal counsel to provide
advice and prepare documentation in connection with the closing of
the real estate transaction.

Lock Liddler's current hourly rates are:

      Name              Designation    Billing Rate
      ----              -----------    ------------
      Bast, Cynthia     Partner        $350 per hour
      Epps, Jerry       Partner        $350 per hour
      Hailey, Jay       Partner        $395 per hour
      Hawley, Brad      Partner        $395 per hour
      Hubenak, Jeff     Partner        $375 per hour
      McDoniel, Mike    Partner        $350 per hour
      Morrow, Rick      Partner        $350 per hour
      Nguyen, Tini      Associate      $260 per hour
      Tran, Tai         Associate      $230 per hour

Headquartered in Dallas, Texas, Hidden Pointe Properties, L.P., is
the owner of an apartment project including 440 separate units
located in Stone Mountain, Georgia.  The Company filed for chapter
11 protection on March 29, 2004 (Bankr. N.D. Ga. Case No. 04-
65132).  Carole Thompson Hord, Esq., and John A. Christy, Esq., at
Schreeder, Wheeler & Flint, LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


INTERLINE BRANDS: Promotes William Sanford Chief Operating Officer
------------------------------------------------------------------
Interline Brands, Inc. announced that Executive Vice President &
Chief Financial Officer William E. Sanford has been promoted to
Chief Operating Officer.  He will be responsible for all field-
based sales and customer service operations, national accounts and
new business development activities, as well as the company's
acquisition program.  Mr. Sanford joined Interline Brands'
predecessor company, Wilmar Industries, Inc., as Senior Vice
President and Chief Financial Officer in 1999.

"Bill Sanford has a deep background in operations and new business
development, and has held several key executive positions with
leading U.S. industrial distribution companies during his twenty-
year career," said Michael Grebe, Interline's President and Chief
Executive Officer. "We are very fortunate to have Bill fill this
critical role at Interline."

The company also announced that it has named Charles Blackmon as
Vice President and Chief Financial Officer.  Mr. Blackmon comes to
Interline Brands after 24 years with Magnatrax Corporation and its
predecessor companies, where he served as Chief Financial Officer,
Executive Vice President, and Director.  While at Magnatrax, Mr.
Blackmon led an initial public offering, executed several debt
financings, oversaw numerous acquisitions and played a lead role
in investor relations and corporate governance policy.  Mr.
Blackmon is a certified public accountant and is a director and
Audit Committee Member of Concurrent Computer Corporation.

"We are very pleased to add Charles' experience and leadership to
our strong financial team," said Grebe.  "His broad experience
will be a major asset for Interline Brands." Today's appointments,
along with the previously announced appointment of Laurence Howard
as Vice President, General Counsel and Secretary, help to further
bolster the capability and experience of the senior management
team.

Interline Brands, Inc. is a leading direct marketing and specialty
distribution company with headquarters in Jacksonville, Florida.
Interline provides maintenance, repair and operations (MRO)
products to professional contractors, facilities maintenance
professionals, hardware stores and other customers across North
America and Central America.

                       *   *   *

As reported in the Troubled Company Reporter's June 18, 2004
edition, Standard & Poor's Ratings Services placed its 'B+'
corporate credit and bank loan ratings and 'B-' subordinated debt
rating on Interline Brands Inc. on CreditWatch with positive
implications.

"The CreditWatch action reflects the potential for lower debt
leverage and greater financial flexibility if the company's
planned initial public offering of common stock is successful,"
said Standard & Poor's credit analyst Pamela Rice.


INT'L STEEL: Establishing $19M+ Trust Fund for Water Treatment
--------------------------------------------------------------
International Steel Group Inc. (NYSE: ISG) announced that it has
reached an agreement with the Commonwealth of Pennsylvania and its
Department of Environmental Protection (DEP) to create a
$19.9 million trust fund, which will be funded over the next
several years to finance continual treatment of polluted mine pool
discharges in Cambria, Somerset and Butler counties in
Pennsylvania.  The discharges come from seven underground mines
and three coal refuse areas formerly operated by Bethlehem Steel
Corp. and its subsidiary, BethEnergy Mines Inc.  ISG acquired the
mines and substantially all other assets of Bethlehem Steel in
2003.

ISG President and CEO Rodney Mott said, "We are very pleased to
complete this agreement with Pennsylvania.  This agreement
protects the environment and provides a cost-effective plan for
ISG as the new owner of these sites.  This is important in helping
to define the role of our substantial Pennsylvania coal reserves
in the context of ISG's overall, long-term raw material strategy."

State officials had originally estimated the need for a
$47 million fund to treat the mine water, but operational
improvements and efficiencies recommended by ISG, and endorsed by
DEP, reduced the amount to $19.9 million. ISG has already funded
about $2.6 million in an escrow account and expects to fund the
balance over the next several years.  ISG has recognized these
amounts in its recorded environmental liabilities.

             About International Steel Group Inc.

International Steel Group Inc. is the largest integrated steel
producer in North America, based on steelmaking capacity.  The
Company has the capacity to cast approximately 21 million tons of
steel products annually.  It ships a variety of steel products
from 12 major steel producing and finishing facilities in seven
states, including hot-rolled, cold-rolled and coated sheets, tin
mill products, carbon and alloy plates, rail products and semi-
finished shapes serving the automotive, construction, pipe and
tube, appliance, container and machinery markets.  For additional
information on ISG, visit http://www.intlsteel.com/

                     *   *   *

As reported in the Troubled Company Reporter's April 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating to Richfield, Ohio-based steel manufacturer International
Steel Group Inc.'s (ISG) proposed $600 million senior unsecured
notes due 2014. Standard & Poor's at the same time affirmed its
'BB' corporate credit rating and 'BB+' senior secured bank loan
rating on the company. The outlook is positive.

The ratings on ISG reflect its leading market position in the
highly cyclical and competitive North American steel industry, its
competitive cost position, and moderate financial policies. ISG
was formed through the acquisitions of bankrupt steel companies
LTV, Acme, and Bethlehem Steel. Unlike some other unionized steel
producers, ISG does not have burdensome legacy costs, or the high
number of employees it had before these acquisitions. ISG is
expected to fully realize its estimated annual cost savings of
$250 million in 2004, because it has reduced headcount at
Bethlehem by 3,100. These combined savings provide a meaningful
cost advantage compared with competing unionized steel companies
in the U.S. that are facing rising labor and legacy costs. ISG's
management uses a mini-mill strategy, such as establishing
flexible work rules and profit sharing. ISG plans to implement a
similar strategy with Weirton, and already has an agreement for a
new contract with Weirton's unions similar to its existing
contracts, including reducing labor by about one-third, and
establishing more flexible work rules and benefits. Nevertheless,
although some of its costs have become more variable, this remains
a business with a high degree of operating leverage, and requires
the company to operate at high levels of capacity utilization to
remain profitable.


INT'L WIRE: Disclosure Statement Hearing Set for June 30
--------------------------------------------------------
On May 10, 2004, International Wire Group, Inc., and its debtor-
affiliates filed a Joint Plan of Reorganization under Chapter 11
and a corresponding proposed disclosure statement.

The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on June 30, 2004 at 10:00 a.m. to consider
whether the proposed disclosure statement provides adequate
information to creditors when asked to vote on the Company's Plan.
The hearing will be held before the Honorable Burton R. Lifland in
Manhattan.

Objections to the adequacy of the proposed disclosure statement,
if any, should be filed not later than June 22, 2004 at 4:00 p.m.
and be served on:

     The Debtors:

          International Wireless Group, Inc.
          101 South Hanley Road, Suite 1075
          St. Louis, Missouri 63105
          Attn: David J. Webster
                Chief Restructuring Officer

     Counsel to the Debtors:

          Weil, Gotshal & Manges LLP
          767 Fifth Avenue
          New York, New York 10153-0119
          Attn: Alan B. Miller, Esq.

              - and -

          Weil, Gotshal & Manges LLP
          200 Crescent Court, Suite 300
          Dallas, Texas 75201-6950
          Attn: Stephen A. Youngman, Esq.

     The U.S. Trustee:

          Office of the United States Trustee
          for the Southern District of New York
          33 Whitehall Street, 21st Floor
          New York, New York 10004
          Attn: Paul Schwartzberg, Esq.

     Counsel to the Postpetition Lenders:

          Schulte Roth & Zabel LLP
          919 Third Avenue
          New York, New York 10022
          Attn: Daniel V. Oshinsky, Esq. and Robert Mrofka, Esq.

     Counsel to the Creditors' Committee:

          Stroock & Stroock & Lavan LLP
          180 Maiden Lane
          New York, New York, 10038-4982
          Attn: Michael J. Sage, Esq. and
                Kristopher M. Hansen, Esq.

Copies of the Proposed Disclosure Statement are available at
http://www.nsyb.uscourts.gov

International Wire Group, Inc., designs, manufactures and markets
bare and tin-plated copper wire and insulated copper wire products
for other wire suppliers and original equipment manufacturers. The
company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
04-11991) on March 24, 2004 before the Honorable Burton R.
Lifland. Alan B. Miller, Esq., of Weil, Gotshal & Manges, LLP
represents the debtor in its restructuring efforts. When it filed
for bankruptcy protection, the debtor listed total assets of
$393,000,000 against total debts of $488,000,000.


ISLE OF CAPRI: Incurs $4.3MM Net Loss in Quarter Ended April 2004
-----------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) reported financial
results for the fiscal year and fourth quarter ended April 25,
2004.  For the fiscal year 2004, the company reported net income
of $27.7 million and earnings per diluted common share of $0.91.
This compares to net income for the same period in fiscal 2003, of
$45.6 million, or $1.50 per diluted share.  Net revenues for the
fiscal year ended April 25, 2004, were $1.11 billion, up from
$1.07 billion for the comparable period in the previous year.
Adjusted EBITDA (1) in fiscal 2004 was a record $251.7 million, an
increase of $9.4 million, or 4.0 percent, over the prior fiscal
year Adjusted EBITDA (1) of $242.3 million.

For the fourth quarter, the company reported a net loss of
$4.3 million, and loss per diluted common share of $0.15, compared
to net income of $18.2 million, or $0.60 per diluted common share
for the same quarter last year.  For the fourth quarter ended
April 25, 2004, the company reported fourth quarter net revenues
of $292.6 million, compared to $275.9 million for the same period
in fiscal 2003, and Adjusted EBITDA (1) of $66.3 million, compared
to $73.6 million for the same period in fiscal 2003.

Bernard Goldstein, Isle of Capri Casinos, Inc. chairman and chief
executive officer, said, "Like most growing businesses, we
experienced a year that presented unique challenges; however, we
relied on our strong management team and proven operational
approach to produce record annual Adjusted EBITDA.  As we continue
on our path of growth, we recognize that some short-term
challenges will continue, and we are poised to successfully manage
them, while remaining focused on goals of expansion and
strengthening our existing properties."

During the fiscal year and the fourth quarter ended April 25,
2004, the company incurred a loss on early extinguishment of debt
in connection with the refinancing of its $390.0 million 8 3/4
percent Senior Subordinated Notes due 2009 and preopening expenses
related to the Isle-Our Lucaya and the Blue Chip-Wolverhampton
property openings.

                Fourth Quarter 2004 Developments

Fiscal fourth quarter 2004 Adjusted EBITDA was less than expected
due to the following factors:

    * As the company pursued its $94.0 million expansion plan to
      upgrade and expand its Black Hawk, CO properties, greater
      than expected construction disruption occurred.  This
      disruption, which resulted in an estimated shortfall of
      approximately $2.0 million, is expected to continue until
      the spring of 2005.  The company will attempt to mitigate
      the adverse effects of construction through increased
      promotional and targeted reactivation efforts and attempting
      to accelerate the most disruptive elements of the
      construction process.

    * The transformation of the Isle-Bossier City to the first
      full resort property in the Bossier market was completed
      with the opening of the Palms Spa, Coconut Cay pool and
      entertainment area during the fourth quarter of fiscal 2004.
      However, increased competition and slower ramp-up of gaming
      play than anticipated from the completion of the property's
      additional 265-room hotel and other amenities resulted in an
      estimated shortfall of approximately $1.9 million.  Based on
      current results, the company believes the ramp-up to
      expected levels will continue to be slow due to competitive
      effects of Native American gaming in Oklahoma and
      significant capacity additions at Louisiana Downs.

    * The Isle-Our Lucaya in Freeport, Grand Bahama, which opened
      in the third quarter of fiscal 2004 as an upscale Isle
      player incentive, experienced a slower than expected
      increase of business due to less than anticipated play from
      high-season occupancy at the resort and the marketing
      channels' minimal effect due to timing of the opening.
      These factors resulted in an estimated $1.1 million
      shortfall.  The company is aggressively pursuing its
      airlift, independent agent and cross-property marketing
      channels to stimulate additional gaming revenues.

    * The Blue Chip-Dudley produced less than expected results due
      to a combination of reduced drop and lower hold percentages
      than experienced in the third quarter's first six weeks of
      operation.  This yielded results that were less than
      expected by approximately $0.8 million.  During the fourth
      quarter, Blue Chip-Wolverhampton opened near Birmingham.
      Isle's strategy with Blue Chip is to pursue strategic
      locations and licensing, while gaining valuable operating
      experience in United Kingdom markets.  This strategy will
      position the company for possible expansion upon the
      expected deregulation of gaming in the United Kingdom.

    * As new business developments for the company progressed,
      related expenses exceeded expectations, primarily for the
      United Kingdom and the St. Louis area.  These expenses
      included legal and design fees of approximately $2 million.
      The company is positioned to pursue its growth strategy in
      the United Kingdom, Chicago, St. Louis and other venues.

                  Additional Highlights

    * The Isle issued $500.0 million of 7 percent Senior
      Subordinated Notes due in 2014 and used the proceeds to
      retire $390.0 million of its 8 3/4 percent Senior
      Subordinated Notes due 2009, including prepayment premiums
      and accrued interest thereon, $37.5 million of its Senior
      Secured Term Loan B, $8.0 million of its Senior Secured
      Revolving Loans, fees and expenses andgeneral corporate
      purposes.

    * The company's industry-leading members' club, IsleOne(TM)
      Players Club, continued to grow in terms of acceptance and
      loyalty with players. Revenue from club members at the same
      properties, fourth quarter over the prior year's fourth
      quarter, increased by approximately 6.3 percent.

    * The IsleOne Marketing System was upgraded with a promotions
module, which allows players to swipe their club card for instant
promotion entry and access to promotion information.

    * The Isle has continued to aggressively pursue the strategy
      of integrating ticket-in/ticket-out technology and paperless
      rewards on the casino floor, to enhance customer gaming
      experiences.

    * The $15.0 million Grand Palais renovation project at the
      Isle-Lake Charles continues.  The Texas and first deck have
      been completed and construction is ongoing on the second
      deck.  Substantial completion of the second deck is expected
      by July 4, with all remaining work completed by September.

    * The Isle's development in Coventry, England is on schedule.
      The company expects to spend approximately $19.0 million
      during fiscal year 2005 on utility and other infrastructure.

Timothy M. Hinkley, Isle of Capri Casinos, Inc. president and
chief operating officer, said, "We recognize that the business
from customers who are not members of our players' club (retail)
declined in the fourth quarter, and early results in the
Louisiana, Mississippi and Colorado markets indicate that this
softness has continued into the first quarter of fiscal 2005.
Therefore, to combat this challenge, we are implementing proactive
strategies including aggressive promotional programs, targeted
efforts to drive increased visitation from deeper within our
customer base and the reactivation of customers with decreased
visitation patterns. Along with these initiatives, we will remain
focused on the enhancement of our core property product to better
compete with existing and anticipated new competition."

                       About the Company

Isle of Capri Casinos, Inc., a leading developer and owner of
gaming and entertainment facilities, operates 18 casinos in 16
locations. The company owns and operates riverboat and dockside
casinos in Biloxi, Vicksburg, Lula and Natchez, Mississippi;
Bossier City and Lake Charles (2 riverboats), Louisiana;
Bettendorf, Davenport and Marquette, Iowa; and Kansas City and
Boonville, Missouri. The company also owns a 57 percent interest
in and operates land-based casinos in Black Hawk (two casinos) and
Cripple Creek, Colorado. Isle of Capri's international gaming
interests include a casino that it operates in Freeport, Grand
Bahamas, and a two-thirds ownership interest in casinos in Dudley
and Wolverhampton, England. The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Florida.

                         *   *   *

As reported in the Troubled Company Reporter's March 18, 2004,
Edition, Standard & Poor's Ratings Services revised its outlook on
Isle of Capri Casinos, Inc. to negative from stable. At the same
time, Standard & Poor's affirmed its ratings on the company,
including its 'BB-' corporate credit rating.

The outlook revision follows Isle's announcement that the company
has been selected by the Illinois Gaming Board as the successful
bidder for the 10th Illinois gaming license.  The company bid
$518 million for the license.  Subject to final approval by the
Illinois Gaming Board and Bankruptcy Court approval, Isle intends
to construct a $150 million casino in Rosemont, which will include
40,000 square feet of gaming space and 1,200 gaming positions,
with expected completion to occur eight months after construction
commences.  Given initial capital spending plans, increased debt
associated with the Illinois project, and pro forma for Standard &
Poor's estimate of cash flow for the Rosemont property's first
full year of operation, debt to EBITDA, adjusted for operating
leases, will be between 5.0x and 5.5x by the company's fiscal year
end in April 2005. The company has not yet disclosed its plans for
financing the cost of the license and the new casino.

"The ratings reflect Isle's aggressive growth strategy, the
second-tier market position of many of its properties, and
increased expansion capital spending," said Standard & Poor's
credit analyst Peggy Hwan. "These factors are offset by the
company's diverse portfolio of casino assets, relatively steady
historical operating performance, and credit measures that have
historically been maintained in line with the rating."


J.C. PENNEY: Fitch Places Low-B Ratings On Watch Positive
---------------------------------------------------------
Fitch Ratings has placed J. C. Penney Co., Inc. on Rating Watch
Positive reflecting improved operating trends within Penney's
department store business together with the expectation for some
level of debt reduction from the proceeds of the sale of the
Eckerd drugstore business. Fitch rates Penney as follows:

          --$1.5 billion secured bank facility 'BB+';
          --Senior unsecured notes 'BB';
          --Convertible subordinated notes 'B+'.

Approximately $5.2 billion of debt is currently outstanding.

Penney continues to make solid progress in turning around its
department stores and catalog/internet business. The segment's
comparable store sales increased a strong 9.4% in the four months
ended May 2004, and have been positive for three consecutive
years. The segment's operating margin improved to 5.7% in the
first quarter of 2004 from 2.2% a year earlier, toward a 2005 goal
of 6-8%.

Penney recently received FTC approval for the sale of Eckerd,
which is now expected to close by the end of July, generating net
cash proceeds of approximately $3.5 billion. Penney's management
has indicated that it will deploy the proceeds from the sale of
Eckerd into a combination of debt reduction and share repurchases.
The ultimate rating action will depend on the actual proportion of
the proceeds used to retire debt, and management's plan for the $3
billion of cash investments on hand as of May 1, 2004.


JEWETT AVENUE DEVT: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jewett Avenue Development LLC
        273-287 Jewett Avenue
        Staten Island, New York 10302

Bankruptcy Case No.: 04-18947

Chapter 11 Petition Date: June 16, 2004

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: J. Ted Donovan, Esq.
                  Finkel Goldstein Berzow Rosenbloom Nash
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: 212-344-2929
                  Fax: 212-422-6836

Total Assets: $129,000

Total Debts:  $1,302,218

Debtor's 16 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
J&S Builders of New York,                               $322,112
Inc.
312 Barbara Street
Staten Island, NY 10306

Corporate Contractor          Trade debt                $240,000

Dinaso & Sons                 Trade debt                $103,535

John V. Mezzacappa, Jr.       Trade debt                 $84,000

Scara Mix Inc.                Trade debt                 $54,150

Richmond Watermain & Sewer    Trade debt                 $50,000

Richmond Plumbing & Heating   Trade debt                 $28,655

Adco Construction             Trade debt                 $15,000

4 Him Construction Company    Trade debt                 $12,000

BLJ Construction Inc.         Trade debt                 $10,000

K&D Frame & Door Corp.        Trade debt                  $8,553

D&C Construction              Trade debt                  $8,300

Taub Floor Covering           Trade debt                  $6,602

Loffreno Landscape            Trade debt                  $6,500
Contracting Corp.

Walter Fisher                 Trade debt                  $1,800

Richmond Iron & Wire          Trade debt                  $1,011


JILLIAN'S ENTERTAIMENT: Taps Houlihan Lokey as Financial Advisor
----------------------------------------------------------------
Jillian's Entertainment Holdings, Inc., and its debtor-affiliates
are asking the U.S. Bankruptcy Court for the Western District of
Kentucky, Louisville Division, for permission to employ Houlihan
Lokey Howard & Zukin Capital, Inc., as their financial advisor and
investment banker.

In this engagement, the Debtors expect Houlihan Lokey to:

   a) advise the Debtors generally of available capital
      restructuring and financing alternatives, including
      recommendations of specific courses of action, and assist
      the Debtors with the design of alternative transaction
      structures and any debt and equity securities to be issued
      in connection with a transaction;

   b) assist the Debtors in their discussions with lenders,
      noteholders and other interested parties regarding the
      Debtors' operations and prospects and any potential
      transaction;

   c) assist the Debtors with the development, negotiation and
      implementation of a transaction or transactions, including
      participation as a representative of the Debtors in
      negotiations with creditors and other parties involved in
      a transaction;

   d) assist the Debtors in valuing the Debtors and/or, as
      appropriate, valuing the Debtors' assets or operations;
      provided that any real estate or fixed asset appraisals
      needed would be executed by outside appraisers;

   e) provide expert advice and testimony relating to financial
      matters related to a transaction or transactions,
      including the feasibility of any transaction and the
      valuation of any securities issued in connection with a
      transaction;

   f) advise the Debtors as to potential mergers or
      acquisitions, and the sale or other disposition of any of
      the Debtors' assets or businesses;

   g) advise the Debtors and act as a placement agent, as to any
      potential financings, either debt or equity, including
      debtor-in-possession financing;

   h) assist the Debtors in preparing proposals to creditors,
      employees, shareholders and other parties-in-interest in
      connection with any transaction;

   i) assist the Debtors' management with presentations made to
      the Debtors' Board of Directors regarding potential
      transactions and/or other issues related thereto;

   j) render such other financial advisory and investment
      banking services as may be mutually agreed upon by
      Houlihan and the Debtors.

Houlihan Lokey will be paid:

   a) $50,000 per month; and

   b) a Transaction Fee equal to $1,000,000, plus 3% of the
      Aggregate Gross Consideration in excess of $50,000,000; it
      being agreed that the Minimum Transaction Fee of
      $1,000,000 will only be paid in respect of the
      consummation of the first Transaction and that no further
      transaction fees will be paid until the total Aggregate
      Gross Consideration exceeds $50,000,000.

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 and James H.M. Sprayregen, P.C. at Kirkland &
Ellis LLP, represent 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.


KROLL INC: Notes Resale Registration Statement Declared Effective
-----------------------------------------------------------------
Kroll Inc. (NASDAQ: KROL), the global risk consulting company,
announced that on June 16, 2004 the Securities and Exchange
Commission declared effective its registration statement on Form
S-3 for the resale of $175 million aggregate principal amount of
its 1.75% Convertible Subordinated Notes due 2014 and the shares
of its common stock into which the notes are convertible.

The notes were originally issued in January 2004 in a private
placement to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended. The notes and the
shares of common stock into which the notes are convertible may be
offered for resale by the holders listed as selling
securityholders in the registration statement. Kroll will not
receive any proceeds from any resale by the selling
securityholders of the notes or the shares of common stock
issuable upon conversion of the notes.

                  About the Company

Kroll Inc. (NASDAQ: KROL), the world's leading independent risk
consulting company, provides a broad range of investigative,
intelligence, financial, security and technology services to help
clients reduce risks, solve problems and capitalize on
opportunities. Headquartered in New York with more than 60 offices
on six continents, Kroll has a multidisciplinary corps of more
than 2,600 employees and serves a global clientele of law firms,
financial institutions, corporations, non-profit institutions,
government agencies and individuals. Kroll has four business
groups: (1) Background Screening, which provides employee,
mortgage and resident screening, substance abuse testing, and
identity theft services; (2) Consulting Services, which provides
investigations, intelligence, security, forensic accounting,
litigation consulting, and valuation services; (3) Corporate
Advisory & Restructuring, which provides corporate restructuring,
operational turnaround, strategic advisory services, financial
crisis management, and corporate finance services; and (4)
Technology Services, which provides data recovery, electronic
discovery, and computer forensics services and software. For more
information, please visit: http://www.krollworldwide.com/

                     *   *   *

As reported in the Troubled Company Reporter's May 21, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Kroll Inc., including its 'BB-' corporate credit rating, on
CreditWatch with positive implications following Marsh & McLennan
Cos.'s (MMC;AA-/Watch Neg/A-1+) announcement that it intends to
acquire Kroll for $1.95 billion in cash, with a significant
portion to be financed by prospective debt transactions.

In resolving the CreditWatch listing for Kroll, Standard & Poor's
will review the terms of the transaction, in particular, MMC's
intentions with regard to the existing indebtedness of Kroll.


ORION TELECOMM: US Trustee Names 7-Member Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 2 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in Orion
Telecommunications Corp.'s Chapter 11 cases:

      1. Verizon Global Solutions, Inc.
         c/o William G. Cu mmings, Director-Special Assets
         Verizon Communications, Inc.
         1095 Avenue of the Americas
         New York, NY 10036
         Tel. No. (212) 395-0802

      2. AT&T Corp.
         One AT&T Way, Room 3A203
         Bedminster, New Jersey 07921
         Attn: James Grudus, Senior Attorney or
               Mr. Jason Mastromonaco
         Tel. No. (732) 805-5790

      3. Callipso Corporation
         2 MacArthur Place, 6' Floor
         Santa Ana, CA 92707
         Attn: Mr. Rod Rummelsburg
         Tel. No. (212) 668-4100

      4. Telenor Global Services AS
         N-1331 Fomebu
         Snaroyveien 30, Building L6D
         Oslo, Norway
         Attn: Mr. Per Wien
         Tel. No. (479) 113-6900

      5. Grande Communications Networks, Inc.
         c/o Doug Brannagan, Comptroller
         401 Carlson Circle
         San Marcos, Texas 78666
         Attn: Mark G. Sessions, General Counsel
         Tel. No. (512) 878-5434

      6. Novatel, LTD
         11550IH-10 West, Suite 110
         San Antonio, TX 78230
         Attn: Dina Garcia, Controller
         Tel. No. (210) 698-8005

      7. Belgacom SA of Public Law
         Bld. du Roi Albert 112713,1030
         Brussels, Belgium
         Attn: Mr. Trushar Patel
         Tel. No. (322) 202-8209

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

Headquartered in New York, New York, Orion Telecommunications
Corp. -- http://www.oriontelecommunications.com/-- is a market-
leading manufacturer and distributor of telecommunication
services.  The company filed for chapter 11 protection on April 1,
2004 (Bankr. S.D.N.Y. Case No. 04-12203). Frank A. Oswald, Esq.,
at Togut, Segal & Segal LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $16,347,957 in total assets and
$97,588,754 in total debts.


MARKLIN PROPERTIES: Want to Hire Cochran & Dahl as Attorneys
------------------------------------------------------------
Marklin Properties, L.L.C., wants the U.S. Bankruptcy Court for
the District of Arizona, Tucson Division, to approve it's
application to employ Cochran & Dahl, P.C., as its attorney in its
chapter 11 case.

The Debtor has selected the firm because it has considerable
experience in matters of this character.  The Debtor anticipates
Cochran & Dahl to:

   a) give Debtor legal advice regarding it powers and duties
      with respect to continued operation of its business and
      management of its property;

   b) advise Debtor on the preparation of a disclosure statement
      and to assist Debtor to submit a Chapter 11 Plan;

   c) perform all other legal services for Debtor which may be
      necessary herein;

The firm's current hourly rate are:

      Professional        Designation    Billing Rate
      ------------        -----------    ------------
      Jerry L. Cochran    Attorney       $225 per hour
      Barbara J. Fullmer  Paralegal      $85 per hour

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.


MESA AIR: Finalizes Asset Management Agreement with LogisTechs
--------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) announced it has finalized an
agreement with LogisTechs, Inc., an affiliate of GE Capital
Aviation Services (GECAS) for the sale, management, and repair of
its CRJ 200 aircraft spare parts inventory.  Under the agreement,
LogisTechs will purchase approximately $25 million in existing and
future spare parts inventory to support Mesa's CRJ 200 fleet.  The
parties have also agreed to negotiate similar agreements for up to
$43 million of spare parts for Mesa's current and to be delivered
fleet of Bombardier CRJ 700/900 and current fleet of Embraer 145.

LogisTechs will provide asset management planning and support for
Mesa's spare part operational requirements and Rockwell Collins
will manage associated program repairs through Collins Aviation
Services.  The agreement announced will cover 54 of Mesa's CRJ 200
regional jets. Mesa currently operates 51 50-seat CRJ 200s, 36 50-
seat ERJ145s, 15 64-seat CRJ 700s and 21 86-seat CRJ 900s. The
Company has an additional 17 CRJ 900s on firm order which the
parties intend to cover under this program.  The transaction will
be for a period of 10 years.

"This agreement will allow Mesa to dramatically reduce the capital
we have already committed to our spare parts inventory as well as
future amounts required to support our planned regional jet
growth," said Jonathan Ornstein, Mesa's Chairman and CEO.
"Furthermore, while the agreement provides Mesa with predictable
and low costs for the repair and provisioning of our parts
inventory, it also guarantees higher levels of service reliability
than we experience today."

"This marks a new and exciting era for supply chain management in
the airline industry and we're very happy that Mesa has chosen
LogisTechs to support their inventory needs for the long term,"
said Craig Ballard, LogisTechs' President and CEO.  "It's a very
innovative contract and everybody, including Mesa, Rockwell
Collins, and GE deserve a lot credit for breaking new ground in an
area critical to the success of the airline."

Mesa, with projected 2005 revenues in excess of $1 billion,
currently operates 174 aircraft with over 1,000 daily system
departures to 176 cities, 42 states, the District of Columbia,
Canada, Mexico and the Bahamas. It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in West and Midwest as United Express; in Kansas
City with Midwest Airlines and in New Mexico and Texas as Mesa
Airlines.  The Company, which was founded in New Mexico in 1982,
has approximately 4,400 employees.  Mesa is a member of Regional
Aviation Partners and the Regional Aviation Association.


MIRANT CORPORATION: Wants to Reject Owens Brockway Sales Contract
-----------------------------------------------------------------
Owens Brockway Glass Container, Inc., and Mirant Americas Retail
Energy Marketing, LP, are parties to a Retail Electricity Sales
Agreement, dated November 7, 2002, pursuant to which:

   (a) MAREM agreed to deliver to Owens' facility located at
       500 Packard Highway, in Charlotte, Michigan, all electric
       energy and Ancillary Services required by the facility
       and sufficient to cover transmission and distribution
       losses; and

   (b) Owens agreed to pay a Demand Charge and Energy Charge for
       the Electricity.

The Sales Contract expires on May 31, 2005.

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, informs the Court that the Sales Contract is "out-of-
the-money" with respect to the Debtors and provides no benefit to
the Mirant Corporation Debtors.

Accordingly, the Debtors seek the Court's authority to reject the
Sales Contract effective June 25, 2004.

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)


MIRANT CORPORATION: Names Curt Morgan as Chief Operating Officer
----------------------------------------------------------------
Mirant (Pink Sheets: MIRKQ) announced the appointment of Curt
Morgan, 43, to executive vice president and chief operating
officer. Morgan was previously executive vice president of
Mirant's North America operations. He joined the company in August
2003.

Morgan will oversee all of Mirant's generating plants in the
Caribbean, Philippines and U.S., as well as the company's
commercial and marketing operations.

"The creation of a chief operating officer position supports our
ongoing effort to streamline operations, manage costs and create
efficiencies," said Marce Fuller, president and chief executive
officer. "Consolidating operations under one executive also
enables the sharing of operational best-practices with greater
ease and efficiency across the company."

Added Fuller, "Our aim is to emerge from Chapter 11. Everything we
are doing supports that goal."

Mirant also announced that it has hired Terry Thompson, 31, as
vice president, restructuring. He will report directly to Mirant's
chief financial officer, Michele Burns, effective June 21.

Thompson will be responsible for managing the day-to-day
bankruptcy process and for facilitating the company's preparations
for emergence. He will work in conjunction with AlixPartners, LLC,
a consulting firm that has been assisting Mirant in its
restructuring.

Thompson was recently director of treasury and business
development at Delta Airlines, Inc.

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.


MJ RESEARCH: Taps Cravath Swaine as Special Litigation Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave its nod
of approval to MJ Research, Incorporated to retain Cravath,
Swaine & Moore LLP as its special litigation counsel.

The Debtor has been engaged in a dispute regarding the licensing
of certain intellectual property rights over the past decade
against Roche Moleculer Systems.  The Debtor believes that the
licensing of those rights constituted patent misuse and violated
antitrust laws.  In early 1998, the Debtor retained Cravath Swaine
to prepare a complaint against Roche and Applera.

John E. Beerbower, Esq., a partner in Cravath Swaine, is
intimately familiar with the Litigation and the Debtor's
operations.  Mr. Beerbower and his team of associates will:

   i) try all issues before the Court and a Jury; and

  ii) coordinate and direct all Phase II related motion practice.

The Debtor intends to ensure that Cravath Swaine coordinates its
efforts carefully with other counsel and assures the Court that
Cravath Swaine has delineated the duties of its professionals to
prevent any duplication of effort.

Cravath Swaine professional's current hourly rates are:

            Professional            Billing Rate
            ------------            ------------
            John E. Beerbower       $670 per hour
            Jacqueline Bos          $240 per hour
            Radu A. Lelutiu         $235 per hour
            Stephen Middlemas       $135 per hour
            Samara N. Abrams        $125 per hour
            Maria Sturgis           $125 per hour

Other professionals may render services to the Debtor. Generally,
Cravath Swaine's hourly rates range from:

            Title                   Billing Rate
            -----                   ------------
            Partners                $480 to $670 per hour
            Associates              $235 to $415 per hour
            Legal Assistants/
              Paralegals             $125 to $140 per hour

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


MORGAN STANLEY: Fitch Assigns Low-B Ratings to 3 2004-RR Classes
----------------------------------------------------------------
Morgan Stanley Capital I Trust 2004-RR, series 2004-RR, commercial
mortgage-backed securities pass-through certificates are rated by
Fitch Ratings as follows:

               --$12,300,000 class F-1 'A-';
               --$88,230,752 class F-X* 'A-';
               --$11,406,000 class F-2 'BBB+';
               --$7,241,000 class F-3 'BBB';
               --$8,236,000 class F-4 'BBB-';
               --$13,613,000 class F-5 'BB+';
               --$5,735,000 class F-6 'BB';
               --$29,699,752 class F-7 'BB-'.
               * Notional Amount and Interest-Only

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are
$88,230,752 of the class F certificates from Morgan Stanley
Capital I Inc., series 1997-RR, which is, in turn, backed by all
or a portion of 43 classes of fixed-rate commercial mortgage-
backed securities.


NBTY: Posts Lower Sales for Direct Response & Vitamin Operations
----------------------------------------------------------------
NBTY, Inc. (NYSE: NTY), a leading manufacturer and marketer of
nutritional supplements, announced lower sales for its Direct
Response and Vitamin World operations for the two-month period
ending May 31, 2004.

Sales from Puritan's Pride direct response/e-commerce operations
for the two-month period ending May 31, 2004 decreased 12% to
$38 million from $43 million for the comparable two-month period a
year ago.

For the two-month period from April 1, 2004 through May 31, 2004,
Vitamin World retail sales decreased 1% from the comparable two-
month period a year ago.

NBTY Chairman and CEO, Scott Rudolph, said: "We are disappointed
in the decline in sales results in two of our operations and
expect this slowdown to continue at least through the end of June.
While this slowdown in sales will effect our overall results for
the fiscal third quarter of 2004, we remain optimistic for the
long-term."

                       About NBTY

NBTY -- http://www.NBTY.com/-- is a leading vertically integrated
manufacturer and distributor of a broad line of high-quality,
value-priced nutritional supplements in the United States and
throughout the world. The Company markets approximately 1,500
products under several brands, including Nature's Bounty(R),
Vitamin World(R), Puritan's Pride(R), Holland & Barrett(R),
Rexall(R), Sundown(R), MET-Rx(R), WORLDWIDE Sport Nutrition(R),
American Health(R), GNC (UK)(R) and DeTuinen(R).

                     *   *   *

As reported in the Troubled Company Reporter's June 7, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
vitamin, mineral, and supplement manufacturer NBTY Inc. to stable
from negative. At the same time, Standard & Poor's affirmed its
'BB' corporate credit and senior secured bank loan ratings, as
well as its 'B+' subordinated debt rating on the company.

The outlook revision reflects NBTY's successful integration of the
Rexall Sundown wholesale vitamin business, which it acquired in
July 2003.

"The ratings on NBTY Inc. reflect its moderate debt leverage, its
aggressive growth strategy, and the risk of adverse publicity
about vitamin products on its sales," said Standard & Poor's
credit analyst Martin S. Kounitz. These factors are somewhat
mitigated by the company's strong position and diversified
distribution channels in the VMS industry. The ratings assume that
Bohemia, New York-based NBTY will not make large debt-financed
acquisitions in the intermediate term, but will apply free cash
flow to reduce debt.


NETWORK INSTALLATION: Opens New Seattle, WA Sales & Service Unit
----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWIS) announced
that it has opened a new sales and service location in Seattle,
Washington.

Network Installation CEO Michael Cummings stated, "With the
opening of Seattle, we now have most of the major primary markets
covered on the West Coast. Our short term goal is to now integrate
our new locations and achieve maximum sales growth. We are also
continuing to evaluate another potential acquisition which would
further accelerate our growth." He added, "I wish to welcome
Brandon Relkoff to Network Installation as Branch Sales Manager,
Seattle. Brandon's broad industry experience will serve us well."

            About Network Installation Corp.

Network Installation Corp. -- whose March 31, 2004 balance sheet
reflects a stockholders' deficit of $1,607,403 -- provides
communications solutions to the Fortune 1000, Government Agencies,
Municipalities, K-12 and Universities and Multiple Property
Owners. These solutions include the design, installation and
deployment of data, voice and video networks as well as wireless
networks and Wi-Fi. Through its wholly-owned subsidiary Del Mar
Systems International, Inc., the Company also provides integrated
telecom solutions including Voice over Internet Protocol (VoIP)
applications. Network Installation maintains offices in Irvine,
Los Angeles, Gold River and San Marcos, CA; Las Vegas, NV and
Phoenix, AZ. To find out more about the company, visit
http://www.networkinstallationcorp.net/


NRG ENERGY: Names J. Phillip Chesson as Chief Risk Officer
----------------------------------------------------------
NRG Energy, Inc. (NYSE: NRG) has named J. Philip Chesson to the
newly created senior management position of Chief Risk Officer.
In this role, reporting to the Chief Financial Officer, Mr.
Chesson will identify, measure and develop strategies to assist in
the management of the Company's risk from a corporate portfolio
standpoint and centralize the risk management functions of all
business lines.

"Philip's strong financial and risk management skills along
with his experience in the industry will be instrumental as we
continue to improve our comprehensive program for managing risk,"
said Robert Flexon, NRG Chief Financial Officer.  "In addition,
this appointment demonstrates NRG's continued commitment to a
strong internal control environment and to actively managing risk
throughout our business."

Mr. Chesson comes to NRG from Williams Companies where he
held various executive positions including Vice President,
Enterprise Risk Services and Vice President and Risk Control
Officer, Energy Services.  Prior to joining Williams in 1993, he
served as Controller at Nortech Energy Company and from 1986 to
1991 he was a Supervising Senior Accountant at KPMG.  Mr.
Chesson, a Certified Public Accountant, holds a Bachelor of
Science degree in Accounting from Indiana University.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

The company, along with its affiliates, filed for chapter 11
protection (Bankr. S.D.N.Y.  Case No. 03-13024) on May 14, 2003.
Debtors' counsel are James H.M. Sprayregen, P.C., Matthew A.
Cantor, Esq., and Robbin L. Itkin, Esq. of Kirkland & Ellis.
When the company filed for protection from its creditors, it
listed total assets of $10,310,000,000 and total liabilities of
$9,229,000,000.  (NRG Energy Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARQUETTE INDUSTRIES: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Parquette Industries, Inc.
        dba Wesco Trailer Sales
        1960 East Main Street
        Woodland, California 95776-6202

Bankruptcy Case No.: 04-25898

Type of Business: The Debtor is engaged in the business of
                  manufacturing commercial truck trailers.
                  See http://www.wescotrailers.com/

Chapter 11 Petition Date: June 8, 2004

Court: Eastern District Of California (Sacramento)

Judge: Jane Dickson McKeag

Debtor's Counsel: Robert S. Bardwil, Esq.
                  555 Capitol Mall #640
                  Sacramento, CA 95814-4501
                  Tel: 916-446-5060

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
US Wheels                                   $80,489

Hallco Mfg. Co.                             $78,200

Integris Metals                             $28,400

Rotek, Inc.                                 $26,500

Western Health Advantage                    $22,178

Inter-Tel Leasing, Inc.                     $20,696

Central Steel Service                       $14,319

SSAB Hardox, Ltd.                           $10,400

El Du Pont De Nemours & First Chicago       $10,155

Keith Mfg., Co.                              $9,317

Kaiser Aluminum & Chemical                   $8,632

IOS Capital                                  $7,351

Tempco Steel                                 $6,900

PDM Service Center                           $6,656

Tandem                                       $6,313

Polyforce                                    $6,095

California Color Source                      $5,479

Sierra Hydraulics, Inc.                      $5,216

Quality Trailers Products                    $4,956

Premier Manufacturing Co.                    $4,619


PG&E NATIONAL: NEG Debtors Propose New Tax Sharing Agreement
------------------------------------------------------------
The NEG Debtors, including USGen New England, Inc., ask the Court
to approve a settlement of issues relating to an existing tax
sharing agreement between USGen and its immediate parent,
National Energy Generating Company, LLC.  The Debtors also ask the
Court for permission to enter into a new tax sharing arrangement.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, relates that in 1998, USGen joined the PG&E
Corporation consolidated federal income tax return group.
Subsequently, USGen entered into a tax sharing agreement with NEG
Generating, where the Existing TSA generally requires USGen to
make or alternatively receive payments from NEG Generating, as
applicable, with respect to income taxes on an annual basis based
on whether USGen and its subsidiaries would incur a tax liability
or would be entitled to receive a tax refund.  USGen's tax
portion was determined for these purposes as if its taxes were
calculated on a hypothetical stand-alone basis -- rather than as
part of the PG&E Group.  The Existing TSA also provides that
USGen will be entitled to a payment for its generated tax losses
solely to the extent that its losses for a particular tax year
actually were utilized within the PG&E Group for that year,
assuming that USGen's tax losses were the last losses utilized by
the PG&E Group -- the so-called "Stacking Rule".

           Tax Sharing Arrangement Within the PG&E Group

As a matter of practice within the PG&E Group, USGen and certain
other members of the PG&E Group received compensation from the
PG&E Group for their tax losses, through offsets against tax
liabilities otherwise payable, without regard to whether USGen
could have separately utilized the losses on a stand-alone basis.

              Contemplated NEG Consolidated Tax Group

USGen incurred $57 million in operating losses in 2003, and is
expected to generate a significant amount of taxable income in
2004.  USGen will also likely generate a significant amount of
tax deductions in connection with the consummation of its
reorganization plan.  NEG expects to consummate its Plan, which
was confirmed on May 3, 2004, in the second quarter of 2004, at
which time it is anticipated that USGen will become a member of a
newly formed NEG consolidated federal income tax return filing
group.

                 Settlement of Existing TSA Issues

Due to the uncertainties surrounding both the proper
interpretation and legal applicability of the Existing TSA on a
going forward basis and the separate bankruptcy cases in which
NEG and USGen are involved, Mr. Nussbaum tells the Court that
USGen, NEG and certain of its affiliates, and the Official
Committee of Unsecured Creditors of USGen have been negotiating a
revised tax sharing arrangement, which would define the rights
and obligations of NEG and USGen during the periods in which
these corporations continue to file consolidated federal income
tax returns either as part of:

       (i) the PG&E Group -- periods before the deconsolidation of
           NEG and USGen from the PG&E Group as a result of the
           consummation of the NEG Plan; or

      (ii) the NEG Group -- periods after the consummation for the
           NEG Plan, assuming that NEG and its subsidiaries
           jointly agree to file consolidated federal income tax
           returns for the periods.

According to Mr. Nussbaum, the New TSA is fair and reasonable.
As to USGen specifically, in the absence of an agreement with
NEG, it is likely that USGen would not be entitled to any
compensation for tax losses USGen generates over and above the
amount which may be carried back under applicable law and applied
against USGen's separate taxable income for the prior periods.
For NEG, the New TSA avoids the administrative challenges of
deconsolidating from PG&E Corp. without forming a new
consolidated group.  Moreover, the New TSA gives NEG potential
access to additional losses, albeit for a fee, to shelter future
income or gain.  The New TSA represents a substantial benefit for
both estates.

Mr. Nussbaum explains that NEG and USGen will deconsolidate from
the PG&E Group for federal income tax purposes upon the
consummation of NEG's Plan.  As a technical matter, USGen -- as a
corporate subsidiary of NEG -- could prevent NEG from filing
consolidated federal income tax returns with the other members of
the NEG Group by failing to join in an election to consolidate
with NEG in future tax periods following the deconsolidation.  If
USGen were to elect not to consolidate with NEG for federal
income tax purposes, then USGen's future tax losses, if any,
would not generally be utilizable by NEG to offset the taxable
income of the other members of the NEG Group.

However, Mr. Nussbaum points out that NEG could realize
significant tax benefits from its investment in USGen even if it
did not enter into an agreement with USGen because:

    -- NEG could effectively consolidate with its subsidiaries
       other than USGen by either:

       (a) converting those other subsidiaries into limited
           liability companies that would be "transparent" rather
           than treated as separate entities from NEG for federal
           income tax purposes -- in which case NEG would
           consolidate its operations with all of its subsidiaries
           other than with its sole remaining corporate
           subsidiary, USGen; or

       (b) transferring its stock interests in USGen to a foreign
           corporation or a partnership -- in which event USGen
           would be eligible to file stand-alone tax returns and
           NEG would no longer be adversely affected by the
           failure to obtain the consent of USGen to file
           consolidated federal income tax returns with its
           subsidiaries; and

    -- NEG presently has a significant tax basis -- or cost --
       with respect to its investment in USGen stock.  As a
       result, NEG could presumably take a worthless stock
       deduction with respect to its investment in USGen that
       would generate a significant tax loss for NEG that it could
       utilize to offset other income generated by the NEG Group.
       This worthless stock deduction -- unlike USGen's tax
       losses, which may be generated if it becomes a member of
       the NEG Group -- would not require an agreement by USGen to
       join the NEG Group.

Although (i) the alternatives regarding consolidating with USGen
may be both time consuming and expensive for NEG, (ii) NEG's
ability to obtain a usable loss in respect of the shares of USGen
are subject to some uncertainties, and (iii) USGen may
potentially be able to temporarily prevent NEG from taking a
worthless stock deduction with respect to its USGen investment,
USGen believes that NEG would likely be in a position to
ultimately obtain significant tax benefits with respect to its
investment in USGen regardless of whether USGen were to agree to
file consolidated federal income tax returns with NEG.  NEG had
indicated that:

    -- it is imperative that the New TSA be negotiated before the
       NEG Plan Effective Date; and

    -- if an agreement were not reached with USGen before that
       time, NEG would cut off negotiations with respect to the
       New TSA and seek to realize tax benefits from its
       investment in USGen.

               Proposed New Tax Sharing Arrangement

As currently contemplated, the New TSA will generally provide,
among other things, that:

    (a) USGen and NEG will join in the filing of consolidated
        federal income tax returns in the periods after the
        deconsolidation of NEG from the PG&E Group as members of
        the newly formed NEG Group; and

    (b) USGen will be entitled to a 100% recovery of tax benefits
        realized within the PG&E Group before deconsolidation
        with respect to the utilization of USGen's tax losses, up
        to an aggregate cap amount equal to the aggregate amount
        of USGen's net taxable income previously generated by
        USGen within the PG&E Group through 2002 -- approximately
        $113 million.

The tax benefits associated with the net operating losses will be
computed based on a 35% assumed federal income tax rate, and the
maximum amount of tax benefits paid will be adjusted to reflect
USGen's account payable for income tax due to NEG attributable to
income taxes USGen incurred in prior tax years equal to $5.7
million.  This approach will provide assurance that USGen will be
compensated for its anticipated $57 million of 2003 operating
losses -- as reduced to reflect the amount of any net taxable
income earned by USGen in the 2004 tax year before its
deconsolidation from the PG&E Group -- by NEG in a timely manner,
without having to assert any contractual claims under the
Existing TSA, or based on the informal existing Tax Sharing
Arrangement, against the PG&E Group, which claims would have an
uncertain likelihood of success.

In addition, the New TSA will provide that USGen will receive 35%
of the tax benefits generated by USGen losses utilized within the
PG&E Group over and above the Cap Amount.  It is not anticipated,
however, that there will be any additional USGen tax losses at
this time, in that USGen is projected to generate significant
taxable income, rather than tax losses, in 2004.

More importantly, under the New TSA, USGen will be entitled to
35% of the tax benefits associated with losses that are actually
utilized by one or more members of the NEG Group after NEG's
deconsolidation from the PG&E Group.  For these purposes, USGen's
tax losses will be considered to have been utilized only after
all other losses generated in the NEG Group have been absorbed,
pursuant to a loss "stacking rule" which was applicable under the
Existing TSA between the parties.  This provision should produce
significant payments to USGen based on the large tax deductions,
which are contemplated to be generated in connection with the
consummation of USGen's reorganization plan that is now
anticipated to occur in 2005.  Despite this, USGen will be
entitled to receive 100%, rather than 35%, of the tax benefits --
up to the amount of tax it actually paid for tax year 2004 --
associated with any net operating losses it generates in 2005
which could have been carried back to offset its taxable income
for 2004 if it had filed income tax returns on a hypothetical
stand-alone basis.

To the extent that USGen were to generate net taxable income for
any tax period in which it is a member of the NEG Group, it would
be required under the New TSA to make a payment to NEG equal to
its tax liability for that period -- which generally would be
based on an assumed 35% federal income tax rate, and would also
include the amount of its actual state and local income tax
liability.  For purposes of calculating any tax payments owed by
USGen to NEG under the agreement, the amount of USGen's tax
liability will be reduced to reflect the utilization of any net
operating losses generated by USGen and its subsidiaries in the
periods during which it is consolidated with either PG&E Corp. or
NEG, as applicable, that could have otherwise been utilized by
USGen to offset the taxable income if it filed its income tax
returns on a hypothetical stand-alone basis for federal income
tax purposes, provided that USGen has not previously been
compensated for the losses.

USGen also admits that in the event it operates on a stand-alone
basis after the consummation of its Plan, any losses it generates
by the date of its deconsolidation from NEG would be retained by
the NEG Group -- subject to compensation for the use of the
losses under the terms of the New TSA.

"In light of the fact that USGen, to the extent that it disposes
of substantially all of its assets rather than continue to
operate as a stand-alone company, would likely realize little or
no benefits from its generated losses in the absence of an
agreement with NEG, the New TSA is reasonable as a mechanism for
USGen to preserve valuable assets (i.e., tax benefits) of its
bankruptcy estate," Mr. Nussbaum says.

A full-text copy of the Proposed Tax Sharing Term Sheet is
available for free at:

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

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLAINS EXPLORATION: S&P Rates Proposed $250MM Notes at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
independent oil and gas exploration and production company Plains
Exploration & Production Co.'s (PXP; BB/Stable/--) proposed
$250 million senior unsecured notes due 2014. The notes are rated
one notch below the corporate credit rating reflecting the
existence of secured debt that subordinates unsecured debt
holders. The outlook remains stable.

Pro forma for the new notes offering and recent asset sales,
Texas-based PXP will have about $866 million of debt.

"Standard & Poor's recently raised its corporate credit rating on
PXP to 'BB' from 'BB-', following the announcement that PXP and
Nuevo Energy Co. (NEV; BB/Stable/--) stockholders approved the
stock-for-stock acquisition of NEV," noted Standard & Poor's
credit analyst Steven K. Nocar.

The proceeds of the notes, combined with expected borrowings under
PXP's credit facilities, will be used to repay all amounts
outstanding under, and then retire, NEV's credit facility. Before
the notes offering, the NEV credit facility will be used to redeem
NEV's $150 million, 9.375% senior subordinated notes due 2010 and
$115 million, 5.75% convertible subordinated debentures due 2026.
As a result of these transactions, NEV will have no outstanding
debt.

The stable outlook reflects the absence of a near- or
intermediate-term case for either a ratings upgrade or downgrade.
In the near term, PXP is generating excellent operating cash flow
and deleveraging. However, no positive ratings actions are likely,
as Standard & Poor's expects that the company will likely
releverage to pursue growth initiatives.


PROGRESSIVE PIZZA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Progressive Pizza Trends
        2049 Century Park East
        Los Angeles, California 90067

Bankruptcy Case No.: 04-23161

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: June 15, 2004

Court: Central District of California (Los Angeles)

Judge: Patrick V. Zurzolo

Debtor's Counsel: Daniel J. Weintraub, Esq.
                  Weintraub Law Corporation
                  12424 Wilshire Boulevard Suite 1120
                  Los Angeles, CA 90025
                  Tel: 310-207-1494

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
California Fresh Deli Inc.    Trade debt                $600,000
c/o Wall Street Deli
2049 Century Park East
Century City, CA 90067

State Compensation Insurance  Insurance                 $181,226
Fund

1452 3rd Street Promenade     Trade Debt                $112,573

Concord Foods, Inc.           Trade Debt                 $90,000

Riko Fresh Produce Company    Trade Debt                 $36,952

Preferred Food Service Co.,   Trade Debt                 $21,811
Inc.

American Paper & Plastics,    Trade Debt                 $16,684
Inc.

Barry Kurtz, PC               Trade Debt                 $16,126

George Elkins Property Mgmt.  Trade Debt                  $9,213
Co.

Copy Page                     Trade Debt                  $8,212

Department of Industrial      Trade Debt                  $6,384
Relations

Advanta Leasing Corp.         Trade Debt                  $6,158

Wave Sound, Inc.              Trade Debt                  $5,280

Lawrence Savings -            Trade Debt                  $4,778
Banker's Cap

Ballard, Rosenberg, Golper &  Trade Debt                  $4,554
Savitt LLP

The Gas Company               Trade Debt                  $3,589

Verizon California            Trade Debt                  $2,612

Oleg Samsonov                 Trade Debt                  $2,500

Larry Brophy                  Trade Debt                  $2,206

L.A. DWP                      Trade Debt                  $2,080


QUADRAMED CORPORATION: Commences 10% Senior Notes Tender Offer
--------------------------------------------------------------
QuadraMed(R) Corporation (OTCBB:QMDC.OB) announced that it is
commencing a cash tender offer to purchase any and all of its
outstanding 10% Senior Secured Notes due 2008 pursuant to an Offer
to Purchase dated June 17, 2004. The offer will expire at 5:00
p.m. EDT, on Friday, July 16, 2004. Settlement will occur promptly
after the acceptance of the individual Notes. As of June 15, 2004,
the outstanding aggregate principal amount of the Notes was
approximately $73.7 million.

The Notes were issued in April 2003. As QuadraMed recently
announced, it has completed a private, unregistered offering of
$100 million of convertible preferred stock to "qualified
institutional buyers" pursuant to Rule 144A under the Securities
Act of 1933. QuadraMed intends to use the net proceeds of the
completed offering to repurchase the Notes, its 5.25% Convertible
Debentures due 2005, and general corporate purposes.

The total purchase price for each $1,000 principal amount of Notes
validly tendered and accepted for repurchase by QuadraMed pursuant
to the Offer to Purchase will be $1,050, plus accrued and unpaid
interest to, but not including, the date of purchase.

This announcement is neither an offer to sell nor a solicitation
to buy any Notes. The tender offer is being made solely by the
Offer to Purchase.

                  About QuadraMed Corporation

QuadraMed is dedicated to improving healthcare delivery by
providing innovative healthcare information technology and
services. From clinical and patient information management to
revenue cycle and health information management, QuadraMed
delivers real-world solutions that help healthcare professionals
deliver outstanding patient care with optimum efficiency. Behind
our products and services is a staff of more than 850
professionals whose experience and dedication to service has
earned QuadraMed the trust and loyalty of customers at more than
1,900 healthcare provider facilities. To find out more about
QuadraMed, visit http://www.quadramed.com/

At March 31, 2004, QuadraMed Corporation's balance sheet shows a
stockholders' deficit of $19,936,000 compared to a deficit of
$16,883,000 at December 31, 2003.


QUADRAMED: Completes $100MM Convertible Preferred Stock Issuance
----------------------------------------------------------------
QuadraMed(R) Corporation (OTCBB:QMDC.OB) announced that it has
completed the issuance of $100 million of Convertible Preferred
Stock in a private, unregistered offering to "qualified
institutional buyers" pursuant to Rule 144A under the Securities
Act of 1933. The Company had previously announced on June 10, 2004
its intention to issue up to $94 million of such Preferred Stock,
but the amount sold was increased as a result of strong demand for
the shares. The offering was managed by the investment banking
firm, Philadelphia Brokerage Corporation, with J. Giordano
Securities Group assisting in the placement of the shares.

The Preferred Stock was sold for $25 per share; is entitled to
quarterly dividends of $0.34 (5.5% per annum); and is convertible
into shares of common stock of the Company at a price of $3.40.
QuadraMed plans to use approximately $94 million of the net
proceeds of the offering to repurchase all of its 10% Senior
Secured Notes due 2008, and all of its 5.25% Convertible
Debentures due 2005, together with accrued interest, and related
redemption premiums and transactions costs; with the remainder
being used for general corporate purposes.

"Once again, the investment community has given QuadraMed a
significant vote of confidence by recognizing the strength and
potential of the Company," said QuadraMed Chairman and CEO,
Lawrence P. English. "We believe that eliminating the debt from
our balance sheet will strengthen our competitive position, and
allow us to continue to execute our strategy to increase market
share, better serve our customers, and increase shareholder
value," he added.

Further details with respect to the preferred stock transaction is
available in the Company's Form 8-K filed this date with the
Securities and Exchange Commission.

This announcement is neither an offer to sell nor a solicitation
to buy any securities and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful. The securities have not been
registered under the Securities Act of 1933, or any state
securities laws, and unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act of 1933 and
applicable state laws.

               About QuadraMed Corporation

QuadraMed is dedicated to improving healthcare delivery by
providing innovative healthcare information technology and
services. From clinical and patient information management to
revenue cycle and health information management, QuadraMed
delivers real-world solutions that help healthcare professionals
deliver outstanding patient care with optimum efficiency. Behind
our products and services is a staff of more than 850
professionals whose experience and dedication to service has
earned QuadraMed the trust and loyalty of customers at more than
1,900 healthcare provider facilities. To find out more about
QuadraMed, visit http://www.quadramed.com/

At March 31, 2004, QuadraMed Corporation's balance sheet shows a
stockholders' deficit of $19,936,000 compared to a deficit of
$16,883,000 at December 31, 2003.


QWEST COMMS: S&P Raises Ratings on Three Related Synthetic Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
synthetic transactions related to Qwest Communications
International Inc. and its related entities.

The raised ratings reflect the June 16, 2004, raised long-term
corporate credit rating on Qwest Communications International Inc.
and the raised senior unsecured debt ratings on Qwest
Communications International Inc. and its related entities.

PreferredPLUS Trust Series QWS-1 and PreferredPLUS Trust Series
QWS-2 are swap-independent synthetic transactions that are weak-
linked to the underlying securities, Qwest Capital Funding Inc.'s
(formerly U.S. West Capital Funding Inc.) 7.75% notes due Feb. 15,
2031. The raised ratings regarding these two transactions reflect
the current credit quality of the underlying securities issued by
Qwest Capital Funding Inc., which are guaranteed by Qwest
Communications International Inc.

CorTS Trust For U.S. West Communication Debentures is a swap-
independent synthetic transaction that is weak-linked to the
underlying securities, Qwest Corp.'s (formerly U.S. West
Communications Inc.) 7.125% debentures due Nov. 15, 2043.  The
raised rating regarding this transaction reflects the current
credit quality of the underlying securities issued by Qwest
Corp.

                         Ratings Raised
                  PreferredPLUS Trust Series QWS-1
          $40.565 million trust certificates series QWS-1

                              Rating
                    Class       To          From
                    Certs       B           CCC+

               PreferredPLUS Trust Series QWS-2
          $38.750 million trust certificates series QWS-2

                              Rating
                    Class       To          From
                    Certs       B           CCC+

          CorTS Trust For U.S. West Communications Debentures
           $40.565 million corporate-backed trust securities

                              Rating
                    Class       To          From
                    Certs       BB-         B-


RCN CORP: Obtains Authority to Maintain Existing Bank Accounts
--------------------------------------------------------------
The Court authorizes and directs PNC Bank, N.A., to continue to
service and administer the RCN Corp. Debtors' Bank Account,
without interruption and in the usual and ordinary course, and to
receive, process and honor and pay any and all checks, drafts,
wires or automated clearing house transfers drawn on the Bank
Account after the Petition Date by the holders or makers these
checks, drafts, wires or ACH Transfers, as the case may be.  In
addition, any checks, drafts, wires or ACH Transfers drawn or
issued by the Debtors before the Petition Date will be timely
honored by PNC only to the extent necessary to comply with Court
orders, if any, authorizing payment of certain prepetition
claims, unless PNC is instructed by the Debtors to stop payment
on or otherwise dishonor the check, draft, wire or ACH Transfer.
The Debtors will cause any checks issued after the Petition Date
to be imprinted with a "debtor-in-possession" legend.

PNC is also authorized and directed to accept and honor all
representations from the Debtors as to which checks, drafts,
wires or ACH Transfers should be honored or dishonored consistent
with any Court order, whether the checks, drafts, wires or ACH
Transfers are dated prior to, on or subsequent to the Petition
Date, and whether or not the Bank believes the payment is or is
not authorized by any Court order.

Except for those checks, drafts, wires or ACH Transfers that must
be honored and paid to comply with any Court order authorizing
payment of certain prepetition claims, no checks, drafts, wires
or ACH Transfers issued on the Bank Account before the Petition
Date but presented for payment postpetition, will be honored or
paid.

PNC is prohibited from offsetting, freezing or otherwise impeding
the use or transfer of, or access to, any funds deposited by the
Debtors in the Bank Account before or after the Petition Date on
account of or by reason of any claim of PNC against the Debtors
that arose before the Petition Date, and any checks drawn or
issued by the Debtors on the Bank Account after the Petition Date
will be timely honored by PNC notwithstanding any claim it may
hold against the Debtors; provided, however, that nothing will:

   (a) prejudice PNC's right or ability to seek protection from
       the automatic stay to accomplish any of the provisions; or

   (b) authorize the Debtors' use of any of PNC's cash
       collateral, if any, except as permitted by the Bankruptcy
       Code or any Court order.

Nothing will prevent the Debtors from opening any bank or
investment accounts as they may deem necessary and appropriate,
provided that any bank account will be with a bank that is
insured with the Federal Deposit Insurance Corporation or the
Federal Savings and Loan Insurance Corporation and that is
organized under the laws of the United States or any State
therein.

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)


RIPPLEWOOD PHOSPHORUS: S&P Assigns B+ Rating to Corporate Credit
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to specialty chemical manufacturer Ripplewood
Phosphorus LLC. The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and its recovery rating of '4' to the company's proposed
$25 million revolving credit facility due 2009 and $140 million
amortizing term loan due 2011 based on preliminary terms and
conditions. The '4' recovery rating indicates that bank lenders
can expect marginal (25%-50%) recovery of principal in the event
of a default, but at the upper end of that range.

"Proceeds will be used to help fund the acquisition of Ripplewood
Phosphorus from Akzo Nobel N.V. (A-/Negative/A-2) in a highly-
leveraged transaction," said Standard & Poor's credit analyst
Wesley E. Chinn.

The ratings on Chicago, Illinois-based Ripplewood Phosphorus
reflect a modest sales base, a narrow product line, the
cyclicality of end markets, and aggressive debt leverage. These
negatives overshadow the company's strong position in the
production of organophosphorus flame retardants and expected debt
reduction over the intermediate term. Flame retardants are
additives used to improve the fire resistant qualities of a
variety of end products. Ripplewood Phosphorus' key products are
supplied to polyurethane producers for use in furniture, auto
interiors and linings, mattresses, and insulation, and to
engineering resins producers for electrical and electronic
applications. The company also has a leading market position in
functional fluids.

The overall market for flame retardants is estimated at roughly
$2.0 billion, with phosphorus-based chemicals comprising about
$500 million. Increasingly stringent fire safety standards are a
major driver of flame retardant consumption in the U.S. and
Europe. The ongoing shift of the production of end products to
Asia and elsewhere will only serve to increase flame retardant
opportunities, as fire safety legislation evolves. Phosphorus
flame retardants are expected to benefit from environmental and
regulatory concerns on the toxicity of certain bromine-based flame
retardants, but the extent of substitution is not clear.

Ripplewood Phosphorus' competitive position should be sustained by
its global, diverse customer base, good proprietary technology, a
track record of product innovation, and an ongoing focus on
improving its manufacturing cost structure. In addition, customer
concentration is moderate. Standard & Poor's assessment of
Ripplewood Phosphorus' business profile is tempered by its narrow
product line (contributing to a modest sales base of about
$230 million to $240 million for 2004), the vulnerability of
overall demand for flame retardants to the cyclicality of general
economic conditions, especially as it impacts consumer
electronics, information technology, and automotive markets;
certain much larger competitors having an array of flame retardant
offerings; and competition from other types of flame retardants,
such as brominated compounds, antimony oxides, and alumina
trihydrate, accounting for an estimated 75% of industry sales.


SCHUFF INT'L: S&P Junks Corporate Credit & Senior Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Service lowered its corporate credit and
senior unsecured debt ratings on Schuff International Inc. to
'CCC' from 'B-'. The outlook is negative.

The Phoenix, Arizona-based construction company had total debt,
including the present value of operating leases, of about $96
million at March 31, 2004.

"The downgrade is due to heightened financial risk, with
unrestricted cash declining to just $1 million at March 31, 2004,
from $7 million at Dec. 31, 2003," said Standard & Poor's credit
analyst Heather Henyon. "Should cash generation decline or
liquidity become tighter, the ratings will be lowered."

Schuff was not in compliance with its financial covenants at year-
end 2003 but received a waiver of noncompliance in March 2004. The
company had only $6 million of capacity under its $15 million bank
credit facility at March 31, 2004, and has annual interest payment
obligations of $10 million. Increased liquidity constraints,
combined with a declining backlog and extremely high debt leverage
(10x total debt to EBITDA), led to the downgrade.


SOLECTRON CORPORATION: Reports Improved Third Quarter Results
-------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain services,
reported sales of $3,040 million in the third quarter of fiscal
2004, up 5.3 percent from $2,887 million in the second quarter and
up 29 percent from $2,357 million in the third quarter of last
year.

The company reported a GAAP net loss from continuing operations in
the third quarter of $65 million, or 8 cents per share, compared
with a GAAP net loss from continuing operations of $2,686 million,
or $3.24 per share, in the year-earlier quarter. Excluding
$6 million in restructuring and impairment charges and $72 million
in expenses related to the early settlement of its Adjustable
Conversion-Rate Equity Security Units (ACES), Solectron had pro
forma net income from continuing operations of $13 million, or 1
cent per share, in the third quarter of fiscal 2004.

"This was a milestone quarter for Solectron," said Mike Cannon,
president and chief executive officer. "We are pleased to have
returned the company to profitability after an extended period of
losses. We improved our performance across the board and we
achieved many of our targets one quarter ahead of our committed
timeline. I am proud of the progress our global team has made and
I am confident our performance will continue to improve."

During the quarter, the company completed the sale of SMART
Modular Technologies, Stream International and Kavlico as part of
a previously announced plan to divest businesses that are not
central to its business strategy. In addition, the company
announced a definitive agreement to sell Force Computers.

Solectron also continued to strengthen its balance sheet in the
quarter, with actions that lowered debt by $1,960 million. The
company's debt-to-capitalization ratio at the end of the third
quarter was 34 percent, compared with 71 percent at the end of the
second quarter. That improvement was achieved through the
repurchase of $950 million in zero-coupon senior convertible notes
and the early settlement of 94 percent of the company's 7.25
percent ACES.

                 Fourth-Quarter Guidance

Fiscal fourth-quarter guidance is for sales of $3,050 million to
$3,200 million, and for pro forma EPS from continuing operations,
excluding restructuring and impairment and other unusual items, to
range from 3 cents to 5 cents.

                  Pro Forma Information

In addition to disclosing results determined in accordance with
generally accepted accounting principles (GAAP), Solectron also
discloses non-GAAP results of operations that exclude certain
items. By disclosing this pro forma information, management
intends to provide investors with additional information to
further analyze the company's performance, core results and
underlying trends. Management utilizes a measure of net income and
earnings per share on a pro forma basis that excludes certain
charges to better assess operating performance. Each excluded item
is considered to be of a non-operational nature in the applicable
period. Earnings guidance is provided only on a pro forma basis
due to the inherent difficulty in forecasting. Consistent with
industry practice, management has historically applied these
measures when discussing earnings or earnings guidance and intends
to continue doing so.

Pro forma information is not determined using GAAP; therefore, the
information is not necessarily comparable to other companies and
should not be used to compare the company's performance over
different periods. Pro forma information should not be viewed as a
substitute for, or superior to, net income or other data prepared
in accordance with GAAP as measures of our profitability or
liquidity. Users of this financial information should consider the
types of events and transactions for which adjustments have been
made.

Solectron -- http://www.solectron.com/-- (S&P, B+ Corporate
Credit Rating Stable Outlook) provides a full range of worldwide
manufacturing and integrated supply chain services to the world's
premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials
management, high-tech product manufacturing, and product warranty
and end-of-life support. The company is based in Milpitas,
Calif., and had sales from continuing operations of $9.8 billion
in fiscal 2003.


STATER BROS: Subsidiary Secures New $75 Million Credit Facility
---------------------------------------------------------------
Stater Bros. Holdings Inc. announced that its subsidiary Stater
Bros. Markets has entered into an amended and restated credit
facility with Bank of America, N.A., as sole and exclusive
administrative agent and sole initial lender. The New Facility
amends and restates Markets' existing credit facility in its
entirety. The new facility consists of a three-year revolving
credit facility in a principal amount of up to $75 million, with
the right to increase, under certain circumstances, the size of
the New Credit Facility to an aggregate principal amount of $100
million. Subject to certain restrictions, the entire amount of the
New Credit Facility may be used for loans, letters of credit, or a
combination thereof. The New Credit Facility is guaranteed by the
Company and all of its existing and future material subsidiaries,
and contains customary representations and warranties, covenants
and events of default.

                       About the Company

Stater Bros. has the leading market position in the Inland Empire
region of Southern California, which comprises Riverside and San
Bernardino counties. Its primary competitors in that region (where
Stater has 89 of its 158 supermarkets) are Albertson's Inc., Vons
(Safeway Inc.), and Ralph's Grocery Co. (Kroger Co.). Despite the
weakened U.S. economy, the company's same-store sales increased
2.8% in fiscal 2003, 5.3% for fiscal 2002, and 4.5% in fiscal
2001. Its lease-adjusted operating margin improved to 4.8% in 2003
from 3.7% in 2000. Stater Bros. was a material beneficiary from
the grocery clerk's strike in California, as it had previously
agreed to abide by any contract that was signed. As a result,
fiscal 2004 first-half sales grew 48% and EBITDA expanded 186%.
Sales comparisons have continued to be very positive, and even if
Stater were to experience some softening, its credit measures for
the fiscal year should still be much improved over historical
levels.
                             *   *   *

As reported in the Troubled Company Reporter's June 1, 2004
edition, Standard & Poor's Rating Services raised the corporate
credit rating on Stater Bros. Holdings Inc. to 'BB-' from 'B+' and
raised the rating on the company's 10.75% senior unsecured notes
due 2006 to 'B' from 'B-'.

"The upgrade reflects the leading Southern California supermarket
chain's significantly improved credit protection measures," said
Standard & Poor's credit analyst Gerald Hirschberg. A major labor
dispute involving three of Stater's principal competitors had a
materially positive effect on the company's operations. While this
resulted in windfall sales and earnings during the period of the
strike (Oct. 11, 2003 through Feb. 28, 2004), sales following the
strike have continued to be substantially higher.


STRUCTURED ASSET: Fitch Affirms Low-B Ratings on Classes B-4 & B-5
------------------------------------------------------------------
Fitch Ratings affirms twelve classes of Structured Asset
Securities Corp. residential mortgage-backed certificates, as
follows:

     Structured Asset Securities Corp., mortgage pass-through
               certificates, series 1999-ALS2:

               --Class A affirmed at 'AAA';
               --Class B-1 affirmed at 'AAA';
               --Class B-2 affirmed at 'AA+';
               --Class B-3 affirmed at 'A+';
               --Class B-4 affirmed at 'BB';
               --Class B-5 affirmed at 'B'.

     Structured Asset Securities Corp., mortgage pass-through
               certificates, series 2002-10H:

               --Class A affirmed at 'AAA';
               --Class B-1 affirmed at 'AA';
               --Class B-2 affirmed at 'A';
               --Class B-3 affirmed at 'BBB';
               --Class B-4 affirmed at 'BB';
               --Class B-5 affirmed at 'B' and removed from Rating
                 Watch Negative.

The affirmations reflect credit enhancement consistent with future
loss expectations.


TENET HEALTHCARE: S&P Says B Rating Unaffected By Note Expansion
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Tenet Healthcare Corp. (B/Negative/--) will not be
affected by an increase in the size of the company's new senior
unsecured note issue due in 2014, to $1 billion from $500 million.
Tenet used $450 million of the proceeds to repay debt due in
2006 and 2007, and the balance will be retained in cash reserves.
Despite the additional debt and interest costs, Standard & Poor's
considers the additional liquidity provided by the cash, as well
as the effective extension of maturities, to be offsetting
factors. The ratings already consider expectations of weak
operating performance and cash flow over the next year while the
negative outlook incorporates the risk of ongoing litigation and
investigations related to the hospital chain's operations.


TIMKEN CO: European Subsidiary to Increase Steel Tubing Prices
--------------------------------------------------------------
Timken Alloy Steel Europe Limited, a subsidiary of The Timken
Company, announced it would increase base prices on steel tubing
by a minimum of 7.5 percent. These price increases apply to all
tubing despatched from July 1, 2004. Raw material surcharges will
continue to be levied at the rates ruling at date of despatch.

               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.


TRANSTECHNOLOGY: March 31 Balance Sheet Insolvent by $3.8 Million
-----------------------------------------------------------------
At March 31, 2004, TransTechnology Corporation's balance sheet
shows a stockholders' deficit of $3,787,000 compared to a deficit
of $3,766,000 at December 28, 2003.

TransTechnology Corporation (NYSE:TT) reported that sales from
continuing operations for the fiscal year ended March 31, 2004,
increased 17% to $64.6 million from $55 million in the prior
fiscal year.

Operating income increased 71% to $11.9 million from $7.0 million
in the prior year. Income from continuing operations for fiscal
2004 was $1.7 million, or $.26 per share, compared to a fiscal
2003 loss from continuing operations of $3.9 million, or $.61 per
share.

Net income for fiscal 2004 was $1.7 million or $.26 per share. For
the prior fiscal year, the company reported net income of $9.2
million, or $1.47 per share, including a gain from discontinued
operations of $13.1 million, or $2.08 per share.

Income from continuing operations before interest, taxes,
depreciation and amortization (EBITDA) rose 52% to $14.2 million
from last year's $9.3 million. Interest expense, the largest non-
operating use of cash, increased to $10.4 million in fiscal 2004
from the $9.2 million allocated to continuing operations in fiscal
2003. Total interest expense, in fiscal 2003, including that
portion allocated to discontinued operations, was $15.4 million.

Fiscal fourth-quarter 2004 revenues of $15.5 million were up 13%
from $13.7 million in the fourth quarter a year ago. Operating
income increased to $2.5 million for the quarter from a loss of
$0.3 million in the prior-year period. The loss from continuing
operations for the fourth quarter of fiscal 2004 was $0.1 million
or $.02 per share, compared to a loss from continuing operations
of $3.5 million or $.52 per share in the prior year's fourth
quarter. Interest expense in the fourth quarter of fiscal 2003
rose to $2.7 million from the $2.6 million allocated to continuing
operations in last year's fourth quarter, even though total
interest expense in the quarter declined from $3.7 million in the
prior year. The net loss for fiscal 2004's fourth quarter was $0.1
million or $.02 per share. Last year's fourth quarter net income
was $16.9 million or $2.55 per share, including a gain from
discontinued operations of $20.4 million, primarily from the sale
of the Company's Norco business unit.

At March 31, 2004, TransTechnology Corporation's balance sheet
shows a stockholders' deficit of $3,787,000 compared to a deficit
of $3,766,000 at December 28, 2003.

          New Products and Operating Efficiencies
           Drive Growth in Continuing Operations

An increase in shipments of the HLU-196 Munitions Hoist and the
BE-27100 Rescue Hoist to the U.S. Navy resulted in strong sales
growth for the fiscal year. Almost 95% of the company's sales in
fiscal 2004 were to the U.S. or foreign military or government
agencies and over 90% were on a sole-source basis. New orders
received during the fourth quarter were $15.3 million, resulting
in full fiscal year bookings of $59.4 million compared with $67.3
million in the prior fiscal year and $17.1 million in last year's
fourth quarter. The company's book-to-bill ratio for the fourth
quarter was 0.99, compared with 1.25 in last year's fourth
quarter, while full-year book-to-bill declined to 0.92 for fiscal
2004 from 1.22 in fiscal 2003. The company's backlog remained
relatively constant during the final three months of fiscal 2004
at $41.0 million compared to $46.2 million at the end of the prior
fiscal year.

Robert L. G. White, Chief Executive Officer of the company, said,
"Our operations turned in a solid fourth quarter and full year,
with revenues and operating income both showing significant
growth. Fiscal 2004 was our fifth consecutive year of revenue and
operating income growth and once again exceeded our expectations.
Improvements in our manufacturing process for both the HLU-196
bomb hoist and the rescue hoists for the U.S. Navy's Seahawk
helicopter resulted in a higher gross margin than we had
originally budgeted."

Mr. White continued, "Corporate office expenses for the fourth
quarter were $1.5 million, down substantially from last year.
Fourth quarter business unit selling, general and administrative
expenses increased significantly from the prior year, primarily
due to the recognition of $0.5 million of legal, consulting and
other outside costs associated with the procedure and process
review of our overhaul and repair operation which was prompted by
the investigation by the United States Attorney's office. For the
full fiscal year, corporate office expenses were down $2.6
million, reflecting the benefits anticipated from our
restructuring program. This reduction was partially offset by the
increase in similar expenses at the business unit level of $1.2
million, which included $1.1 million of costs associated with the
investigation."

Joseph F. Spanier, Vice President and Chief Financial Officer,
said, "Cash generation by our business unit remains very strong,
as evidenced by the lack of new borrowing we have incurred while
reducing our current and other long-term liabilities by more than
$12.4 million this fiscal year. We finished the year with a
current ratio of 2.6 compared to last year's 1.4, and we had $22.2
million of working capital at year end, up from $11.2 million a
year ago and $18.8 million at the end of the third quarter."

"The interest rate on our outstanding subordinated debt increased
to 19.25% effective April 1, 2004, with cash interest remaining at
13% and the payment in kind (PIK) rate going to 6.25% from 6%.
Until the subordinated debt is repaid in full, the PIK rate will
increase 0.25% at the end of each quarter. If there is no change
from our current credit structure during the year, interest
expense for fiscal 2005 could amount to $11.4 million.
Accordingly, our biggest financial focus", he continued, "is the
refinancing of our subordinated debt and the implementation of new
credit facilities for the company at more competitive market rates
of interest. That refinancing process has been on hold since the
beginning of the investigation in September, although we continue
to have on-going discussions with our prospective lenders. While
those prospective lenders remain interested in completing the
refinancing at terms that will be substantially more favorable to
the company than the current credit structure, they have indicated
that additional clarity as to the outcome of the investigation
must be evident before they will be in a position to actively
resume the process."

     Status of United States Attorney's Office Investigation

As previously reported, the company continues to cooperate fully
with the investigation of the overhaul and repair operation by the
United States Attorney's office and has kept the government
informed of the progress of the Company's implementation of our
previously announced corrective action program. The investigation
has had no impact, and the Company does not expect an impact, on
its ability to manufacture and ship products and meet customer
delivery schedules. As of this date, the United States Attorney's
investigation is continuing and the Company has not been made
aware of any specific violations resulting from that
investigation. There can be no assurance as to the outcome of the
investigation or when any determination by the United States
Attorney's Office will be reached.

               Fiscal 2005 Business Targets

Mr. White stated, "Our long-term vision for the future of our
company remains unchanged. We believe that TransTechnology will
continue to be recognized as the pre-eminent designer,
manufacturer and service provider of sophisticated lifting
equipment for the Aerospace and Defense markets. The strength of
our operating results over the past several years is proof that
our business model of market leadership through design,
engineering and superior customer service; maintaining operating
agility with a focus on cash generation; and keeping our high-
quality people challenged, is a successful one."

Mr. White continued, "We are entering the new fiscal year with a
strong backlog and a full plate of new programs in development. As
we work on these new programs, we plan to consolidate our gains
from the very strong and rapid growth in our business over the
past several years. We have set our sales target at $64 million
for fiscal 2005, essentially unchanged from 2004, even though we
will see a significant change in the types of products shipped.
Because of this shift in products, we expect to see our gross
margin also remain steady at this year's 43% level, consistent
with the 43-45% range it has been for the past three years. Since
we have a $58 million federal net operating loss carry-forward, we
will not be required to pay federal income taxes on any fiscal
2005 profits, but we will recognize, for EPS purposes, a full
federal and state income tax burden of 38%. Our fiscal 2005
capital spending program, budgeted at $3.1 million, is much higher
than in past years as we will begin the installation of a new ERP
system early in fiscal 2005 and hope to have it completed by April
2005. The ERP installation will also result in the fiscal 2005
recognition of approximately $0.5 million of non-recurring
operating expenses associated with the project. Targeted EBITDA
for fiscal 2005 is approximately $14 million, relatively unchanged
from fiscal 2004's level. Because of the uncertainty as to the
duration and exact nature of the U.S. Attorney's investigation, we
have budgeted $1 million for legal and other costs associated with
that investigation for fiscal 2005. Resolution of the United
States Attorney's investigation into the overhaul and repair
operation and completion of the refinancing of our subordinated
debt are major priorities for 2005."

Mr. White continued, "Our hope and expectation for fiscal 2005 is
that we will continue to grow our business as we have done for the
past nine years and provide our employees with opportunities for
continued success and our owners with an increase in the value of
their investment."

               Non-GAAP Financial Measures

In addition to disclosing financial results that are determined in
accordance with generally accepted accounting principles (GAAP),
the company also discloses operating income (income from
continuing operations, before interest and taxes and non-recurring
or unusual charges and gains associated with derivatives included
in the prior year's results), EBITDA (earnings before interest,
taxes, depreciation and amortization) and the book-to-bill ratio
(the ratio of new orders to sales) which are non-GAAP measures.
Management believes that providing this additional information is
useful to investors, as it provides more direct information
regarding the company's ability to meet debt service requirements
and so that investors may better assess and understand the
company's underlying operating performance. The company does not
intend for the additional information to be considered in
isolation or as a substitute for GAAP measures. A reconciliation
of EBITDA to operating income is set forth following the balance
sheet information in the financial statements contained in this
press release.

                  About the Company

TransTechnology Corporation, operating as Breeze-Eastern, is the
world's leading designer and manufacturer of sophisticated lifting
devices for military and civilian aircraft, including rescue
hoist, cargo hooks, and weapons-lifting systems. The company
employs approximately 180 people at its facility in Union, New
Jersey.


TXU GAS: Fitch Maintains Watch Evolving Status on BBB-/BB+ Ratings
------------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Evolving status on the
following ratings for TXU Gas Co.:

               --Senior unsecured debt 'BBB-';
               --Preferred stock 'BB+'.

TXU Corp. (senior unsecured debt rated 'BBB-'; preferred stock
rated 'BB+'; Stable Outlook by Fitch) announced its plans to sell
essentially all of the assets of TXU Gas to Atmos Energy for
$1.925 billion, which is approximately book value. The transaction
requires the review of the Justice Department under the Hart-
Scott-Rodino Act and regulatory approvals in Missouri, Virginia,
and Iowa. The transaction is expected to close by the end of the
year.

Atmos Energy will acquire TXU Gas' operations through an entirely
cash transaction in which it assumes none of the debt. TXU Corp.
plans to use the proceeds to prepay or defease $730 million of TXU
Gas' debt and preferred stock. Repayment of the debt will be from
cash acquired by the parent from the sale, therefore the debt and
preferred stock ratings will be deemed to be equivalent to those
of TXU Corp upon closing. As the transaction is subject to a
number of regulatory hurdles, TXU Gas' ratings remain on Rating
Watch Evolving.

TXU Gas Company is engaged in the purchase, transmission,
distribution and sale of natural gas in north-central, eastern,
and western regions in Texas, and the company also provides energy
asset management services. TXU Gas is a wholly owned subsidiary of
TXU Corp.


UAL CORP: Says ATSB Decision on Loan Application is Premature
-------------------------------------------------------------
"We are perplexed by the announcement made by the Air
Transportation Stabilization Board (ATSB) Wednesday afternoon,"
United Airlines said in a statement late last week after its
second application for a government loan guarantee was denied.

"We have reason to believe we are in the midst of a process with
the ATSB to make our application acceptable and that a decision
was premature.

"We do not believe that the Board was made fully aware of the
important modifications United was willing to bring to the table.
We are respectfully petitioning the ATSB for reconsideration of
our pending loan application."

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.


UAL CORP: Flight Attendants Disappointed by ATSB Decision
---------------------------------------------------------
United Airlines Flight Attendant Master Executive Council
President Greg Davidowitch, of the Association of Flight
Attendants-CWA, AFL-CIO, issued the following statement regarding
the Air Transportation Stabilization Board's decision to deny
United Airlines' application for an ATSB loan guarantee.

"United Airlines and its employees have faced many challenges as
we struggle to turn this airline around. The ATSB's decision not
to extend a loan guarantee is another challenge that will force
United to adjust its plans, but not to fail at the ultimate goal
of returning our airline to the successful competitor it once was.

"The restructuring process has been long and painful for all the
employees at United, but now we're at a turning point. The last
piece of the puzzle needed for our company to emerge from
bankruptcy is the exit financing. While we believe the ATSB loan
guarantee was the best option for our airline, it is not the only
option. Now United will need to shift focus and raise the equity
from other sources.

"United flight attendants are committed to the long-term success
of this company. We're on the planes every day helping to ensure
United's success with our hard work and dedication. And as
United's most visible work group, we have played a major part in
turning this airline around.

"Our flight attendants have made a significant investment in
United Airlines -- both personally and financially -- and we
intend to ensure that our investment pays off."

More than 46,000 Flight Attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit us at
http://www.unitedafa.org

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.


UAL CORP: Wants Court Injunction Against Summers & Lenormand
------------------------------------------------------------
The UAL Corp. Debtors ask the Court to permanently enjoin Jerry K.
Summers and George T. Lenormand from continued prosecution of
their pending action in the United States District Court for the
Northern District of Illinois, Eastern Division.  The Debtors want
the Court to extend the automatic stay or issue an injunction
staying the Summers Complaint.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, notes that the
Debtors have not been named as defendants in the Summers
Complaint, but they face impairment of assets, compelling an
extension of the stay or a separate injunction order.

On February 28, 2003, Messrs. Summers and Lenormand, individually
and on behalf of all others similarly situated, sued the UAL
Corporation Employee Stock Ownership Plan, UAL Corporation ESOP
Committee, Marty Torres, Barry Wilson, Doug Walsh, Ira Levy, and
certain other unidentified members of the ESOP Committee for
violation of the ERISA.  On March 24, 2003, Messrs. Summers and
Lenormand filed an amended class action complaint.  Messrs.
Summers and Lenormand seek to recover up to $2,000,000,000 for
all past members of the UAL ESOP Plan.

Messrs. Summers and Lenormand were employees of the Debtors and
participants in the UAL ESOP Plan.  On July 12, 1994, the UAL
ESOP Plan was established as part of a transaction that
transferred a majority ownership stake in UAL to its employees.
A UAL ESOP Committee was established, which had the rights,
duties and obligations of a "Plan Administrator."  The ESOP
Committee consisted of six members: three from the Air Line
Pilots Association, two from the International Association of
Machinists and Aerospace Workers, and one from UAL.  The Debtors
agreed to indemnify the ESOP Committee members.

Mr. Sprayregen argues that extension of the stay is warranted
because the ESOP Committee member defendants face potential
liability, which could lead to a substantial reduction in the
Debtors' estates as a result of the indemnification.  The
liability against the ESOP Committee is a liability against the
estates.  This also means that Messrs. Summers and Lenormand
violate the stay in liquidating a prepetition claim against the
Debtors.

Without an extension of the stay, the Debtors would be forced to
devote considerable personnel who should be negotiating labor
contracts and preparing a reorganization plan.

Alternatively, if the Court declines to stay the prosecution of
the Complaint, the Debtors want a permanent injunction staying
the prosecution until the effective date of a plan.  Continued
prosecution of the Complaint will diminish the Debtors' prospects
for successfully confirming their plan and interfere with
property of the estate.

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)


US AIRWAYS: Flight Attendants Waiting for Financial Information
---------------------------------------------------------------
US Airways flight attendants, represented by the Association of
Flight Attendants-CWA, AFL-CIO, received a preliminary report from
Dan Akins, the union's financial consultant, concerning the US
Airways' financial status and transition plan. The full report was
put on hold because the airline has failed to provide key pieces
of financial information to the union's expert.

"We were expecting US Airways to fully cooperate with our
financial analyst and turn over all the necessary documents
promptly," said AFA US Airways Master Executive Council President
Perry Hayes. "Unfortunately, Mr. Akins was unable to give the
flight attendant leadership the kind of detailed information we
need to consider a third round of concessionary negotiations. We
fully expect that US Airways management will immediately provide
our analyst with the necessary documentation to complete his
work."

Also during June 17's meeting, the flight attendant leadership
unanimously passed a resolution to take immediate steps to
complete the analysis of the airline's business plan and begin
preparing an AFA term sheet analyzing cost items in the current
flight attendant contract to prepare for possible negotiations
with the company. The full text of the resolution appears at the
end of this release.

"This resolution is not a decision on whether to engage in
negotiations," Hayes said. "However, the flight attendant
leadership recognizes the need to be prepared whether or not we
ultimately decide to begin formal talks with the company."

At the end of May, US Airways presented the flight attendant
leadership with pieces of the airline's transition plan. Following
that meeting, AFA hired Akins to examine the company's financial
documents and evaluate the legitimacy of the company's target of
$116 million in concessions. In two rounds of concessionary
negotiations in 2002, US Airways flight attendants contributed
approximately $649 million in cost savings to the airline through
2008.

More than 45,000 flight attendants, including the 5,200 flight
attendants at US Airways, join together to form AFA, the world's
largest flight attendant union.  AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO.

                          *   *   *

AFA US Airways MEC resolution:

Whereas, the AFA US Airways MEC recognizes the company's financial
situation, and,

Whereas, the US Airways flight attendants have made major and
difficult contributions to help put our airline on track for a
return to profitability, and,

Whereas, we are committed to the successful transformation of our
airline as a means to preserve and improve our careers, and,

Whereas, any transformation of our airline should address flight
attendant issues such as reserve, sick leave, outstanding
grievances, early retirement/buyout, and other priority items,

Therefore, be it resolved that AFA's Negotiating Committee, along
with our legal and financial advisors, take immediate steps to
complete the analysis of the company's business plan and financial
data, and,

Be it further resolved that AFA's Negotiating Committee, along
with our legal and financial advisors, commence preparation of a
preliminary AFA term sheet by analyzing cost items in our current
contract so that we are prepared for any negotiations that may
take place, and,

Be it finally resolved, in any discussions in connection with the
company's transformation plan, our Negotiating Committee will
start any such discussions with solutions to flight attendant
issues that would benefit the flight attendant group in connection
with any possible agreement.

Let it be noted that should we engage in negotiations with the
company, any resulting agreement would have to be ratified by the
membership.


VIATICAL LIQUIDITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Viatical Liquidity, LLC
        401 West A Street, Suite 2210
        San Diego, California 92101

Bankruptcy Case No.: 04-05472

Type of Business: The Debtor is engaged in the insurance
                  industry.

Chapter 11 Petition Date: June 18, 2004

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: Gary B. Rudolph, Esq.
                  Sparber Rudolph Annen
                  701 B Street, Suite 1000
                  San Diego, CA 92101
                  Tel: 619-239-3600
                  Fax: 619-239-5601

Total Assets: $119,083,608

Total Debts:  $47,538,071

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
John F. Philips               Life insurance          $1,319,055
808-104 Salem Woods Dr.       policies for: Richard
Raleigh, NC 27615             Caplan #LN00902580,
                              Carl Kaplan
                              #UL00253013,
                              Robert Levaro
                              #93851-G/548740062

James P. McGonigle            Life insurance          $1,236,002
1 N. Tuttle Avenue            policies for: Tangela
Sarasota, FL 34237            Oliver #0000628050
                              and Carlton Louis
                              #77801991

Jerome M. Laffer              Life insurance          $1,161,592
Judith A. Laffer              policies for: Charles
4894 Hyde Road                Turner #N3902671
Manlius, NY 13104             and Louis Woodson
                              #VIFB007211

Philip C. Miller              Life insurance            $975,000
7501 Haymarket Lane           policies for: Laura
Raleigh, NC 27615             Berger #1533408,
                              Marvin Berman
                              #2720588, Daymon
                              Bruck #1115534L,
                              Stephen Caccavo
                              #946801302PR

Katherine S. Henry            Life insurance            $932,853
721 West Arapaho, Suite 2     policies for: Peter
Richardson, TX 75080          Barbosa #38300291,
                              Gary Beyrouti
                              #B4023271-A, Todd
                              Bennett #5152669,
                              Kent Brown
                              #180035084, Brent

Ann G. Buckley                Life insurance            $781,047
Thomas P. Buckley             policies of: William
626 Apache Drive              Gibert
Garland, TX 75043             #VTL7013/40887,
                              Steven Anderson
                              #3949207, Helen
                              DeLaurentis
                              #60020334, Richard

Arthur C. Hawkins             Life insurance            $780,001
7701 Winter Avenue NE         policies for: Arthur
Albuquerque, NM 87110         Armstrong #B00160975,
                              Paul Finkel
                              #62-78344963, Larry
                              Jones #60038296,
                              Donald Thurber

David Cline                   Counselor Commission      $761,591
5100 Poplar Avenue #720
Memphis, TN 38137-0716

Susan I. Lindquist            Life insurance            $754,907
20343 Nicol Creek Drive       policies for: Dallas
Macomb Twp., MI 48044         & Dorothy Lynch
                              #80034903, Bradley
                              Neri #1-000065150,
                              Robert Gold #W77186,
                              Barbara Price
                              #92529535

Raymond Miller                Life insurance            $745,637
Christie Miller               policies for: Adell
1503 East 20th Street         Adams #N056, Dean
Spokane, WA 99203             Lewis #LL156530732,
                              Donald Island
                              #502685, William
                              Linton #WMH61133

Glenn E. Richardson           Life insurance            $650,000
Roberta Richardson            policies for Gerald
630 Pawnee Drive              Altman #5212860,
Estes Park, CO 80517          James Carr
                              #TL-43/501189495,
                              Harold Goldstein
                              #4858951, David
                              Jackson

Frank J. Greskovich II        Life insurance            $632,459
Veronica S. Greskovich        policies for: Thomas
4320 Montalvo Drive           Boatright
Pensacola, FL 32504           #1501823785 &
                              #0193110603,
                              Forrest Boyd
                              #U01419003, Wesley
                              Converse #M101170

Dr. David Sacks               Multiple life             $660,000
Renee M. Sacks                insurance policies
999 N. Tustin Avenue, #122
Santa Ana, CA 92705-6505

Charles L. Wagnon             Life insurance            $587,560
5480 Orange Tree Lane         policies for: Richard
Midlothian, TX 76065          Battle #27119, Peter
                              Bayham #GG17700,
                              Raymond Biknius
                              #6278330341,
                              Michael Brown
                              #10409367, James

Mike Seikel                   Life insurance            $584,189
Jerry L. Seikel               policies for: Doanld
6412 Outabounds Court         Baptista
Oklahoma City, OK 73116       #B4047369/400YC42
                              074, Victoria Pyzik
                              #MP01953, Evans
                              Menon #CN8800204C

Robert W. Winters             Life insurance            $556,872
Agnete Winters                policies for: John
11 East 87th Street #5C       Dibelka #74503,
New York, NY 10028            Rufus Stokes
                              #919056104PR,
                              Gary Beyrouti
                              #E-694/B4023271-B,
                              Henry Goldberg

Pierre A. Rioux               Life insurance            $523,202
301 1st Avenue SW             policies for: Burton
Austin, MN 55912              Borovetz
                              #03-L1662/00110004
                              3/0101001, Adrian
                              Rico #19634610,
                              Joseph Stabilito
                              #5005260960

Debra Slapper                 Life insurance            $520,763
8512 NE Sunnyside Drive       policies for: Bryan
Vancouver, WA 98662           Kendall #0472485,
                              Erwin Tenes
                              #749317204, Blain
                              Fortunas #67-155-204,
                              Louis Woodson

Benny R. Cleveland            Life insurance            $500,340
Rebecca T. Cleveland          policies for: Peter
523 Cordillera Trace          Bayham #GG17700,
Boerne, TX 78006              David Bridges
                              #7936001, Anthony
                              Cali #G17700,
                              Dean Lewis
                              #LL156530732

Charles G. Harger             Life insurance            $499,667
Shirley Harger                policies for: Bonna
124 Cold Springs Drive        Lasher #60037954,
Georgetown, TX 78628          Bettye Stevenson
                              #911534119, Jon
                              Block #49690464,
                              Claude Marcoux
                              #106856, Boris


WEIRTON STEEL: Outlines Treatment Of Claims Under Liquidation Plan
------------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells the Judge Friend that Weirton's Plan of
Liquidation provides for the classification and treatment of
Claims and Equity Interests.

Weirton and its professionals conducted an analysis of all claims
scheduled by Weirton.  The Debtor has prepared a good faith
estimate based on varying sources of information and there have
been more than $2.2 billion in claims filed against the Debtor.
The Debtor has estimated administrative, secured, priority
unsecured and unsecured claims based on a variety of information
sources including its books and records, schedules and
statements, reports prepared by Weirton's claims agent regarding
claims filed with the Court, reports prepared by Weirton to
estimate various claims, actual claims filed with the Court and
discussions with its outside advisors.

Substantial effort has been made to ensure the accuracy of the
estimated information.  Anticipated allowed amounts of allowed
claims and allowed interests and the projected distributions are
subject, however, to the uncertainties of litigation that may
occur with respect to certain claims and other factors that may
or may not be resolved in the Debtor's favor.  Thus, no
assurances can be given that the estimated amounts of allowed
claim and allowed interests and the projected distribution will
be achieved.

Class       Type of Claim     Treatment of Claims
-----       -------------     -------------------
N/A        Administrative    Paid in full in Cash on the later
            Claims            of:

                              (a) the Effective Date of the Plan;
                                  or

                              (b) the date on which the
                                  Administrative Claim is
                                  allowed.

                              Estimated Recovery: 100%

                              Estimated Allowed Amount:
                              $18,800,000

N/A        Professional      Paid in full in amounts as
            Fee Claims        allowed by the Bankruptcy Court:

                              (a) on the date on which the order
                                  relating to any Administrative
                                  Expense Claim is entered; or

                              (b) on other terms as may be
                                  mutually agreed upon between
                                  the holder of the
                                  Administrative Expense Claim
                                  and the Debtor.

                              Estimated Recovery: 100%

                              Estimated Allowed Amount:
                              $5,000,000

N/A        U.S. Trustee      Paid on a quarterly basis as
            Fees              required by statute until the
                              Chapter 11 Case is closed.

                              Estimated Recovery: 100%

                              Estimated Allowed Amount:
                              $100,000

N/A        Priority Tax      Except to the extent that the
            Claims            holder of a Priority Tax Claim
                              agrees to a different treatment,
                              each holder of an Allowed Priority
                              Tax Claim will receive on the
                              Effective Date, or as soon
                              thereafter as is reasonably
                              practicable, after payment of up to
                              $6 million to holders of Class 2
                              Claims, including the Bonus Pool,
                              the lesser of a Pro Rata Share of
                              all available Cash or an amount in
                              Cash equal to the Allowed Amount of
                              the Claim.

                              Estimated Recovery: 100%

                              Estimated Allowed Amount:
                              $5,000,000

  1         Other Secured     On or as soon as reasonably
            Claims            practicable after the Effective
                              Date, each holder of an Allowed
                              Other Secured Claim will receive,
                              at the option of the Debtor, and in
                              full satisfaction of the Claim,
                              either:

                              (a) Cash in an amount equal to
                                  100% of the unpaid amount of
                                  the Allowed Other Secured
                                  Claim;

                              (b) the proceeds of the sale or
                                  disposition of the Collateral
                                  securing the Allowed Other
                                  Secured Claim to the extent
                                  of the value of the holder's
                                  secured interest in the Allowed
                                  Other Secured Claim, net of the
                                  costs of disposition of the
                                  Collateral; or

                              (c) other distribution as necessary
                                  to satisfy the requirements of
                                  the Bankruptcy Code.

                              In the event the Debtor treats a
                              Claim under clause (i) or (ii) of
                              Section 4.1 of the Plan, the liens
                              securing the Other Secured Claim
                              will be deemed released.

                              Estimated Recovery: 100%

                              Estimated Allowed Amount:
                              $700,000

                              Unimpaired

  2         Note and Bond     In addition to the $30 million paid
            Claims            by the Debtor with respect to
                              Allowed Class 2 Claims on the
                              Closing Date, in accordance with
                              the Settlement and Lockup
                              Agreement, after payment by the
                              Debtor of all Allowed
                              Administrative Expense Claims
                              under Section 2.1, including
                              compensation and reimbursement
                              claims under Section 2.2, and after
                              the Debtor has liquidated all of
                              its remaining assets that are
                              reasonably able to be liquidated,
                              the Debtor will pay the lesser of
                              $6,000,000, less 10% of the
                              recovery by Class 2 claimants
                              between $32 million and $36 million
                              -- the Bonus Pool -- or all
                              remaining assets in the Debtor's
                              Estate, less the Bonus Pool, to the
                              order of J.P. Morgan for the
                              benefit of Class 2 claims.  To the
                              extent practical, the Debtor may
                              make earlier distributions
                              consistent with the needs of the
                              Debtor's Estate.

                              Estimated Recovery: 100%

                              Estimated Allowed Amount:
                              $6,000,000

                              Impaired

  3         Priority Non-Tax  Except to the extent that a holder
            Claims            of an Allowed Priority Non-Tax
                              Claim against the Debtor agrees to
                              a different treatment of the Claim,
                              on the Effective Date, or as soon
                              thereafter as is reasonably
                              practicable, each holder will
                              receive a Pro Rata Share of all
                              remaining Cash after payment of
                              all Allowed Claims in Sections
                              2.1, 2.2, 2.3, 4.1 and 4.2 of the
                              Plan, on the Effective Date or as
                              soon thereafter as is practicable.

                              Estimated Recovery: 100%

                              Estimated Allowed Amount:
                              $1,000,000

                              Impaired

  4         General           The holders of Allowed General
            Unsecured         Unsecured Claims will receive their
            Claims            Pro Rata Share of all remaining
                              Cash after payment in full of all
                              Allowed Claims in Sections 2.1,
                              2.2, 2.3, 4.1, 4.2 and 4.3 of the
                              Plan, on the Effective Date or as
                              soon thereafter as is practicable.

                              Estimated Recovery: 0%

                              Estimated Allowed Amount:
                              $1,000,000,000

                              Impaired

  5         Equity            Allowed Class 5 Equity Interests
            Interests         will receive no distribution under
                              the Plan, and will be cancelled on
                              the Effective Date.

                              Estimated Recovery: 0%

                              Estimated Allowed Amount: N/A

                              Impaired

(Weirton Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WEIRTON STEEL: Court Sets July 2 as Administrative Claims Bar Date
------------------------------------------------------------------
On May 25, 2004, the U.S. Bankruptcy Court for the Northern
District of West Virginia entered an order establishing an
administrative claims bar date -- a deadline by which creditors
selling to Weirton Steel Corporation and its debtor-affiliates
post-bankruptcy must file their claims.

The court has set July 2, 2004 at 5:00 p.m. as the last day to
file an administrative claim.  Claim forms must be delivered to:

  if by U.S. mail                   if by hand/overnight mail
  ---------------                   -------------------------
  Donlin, Recano & Company, Inc.    Donlin, Recano & Company, Inc.
  Re: Weirton Steel Corporation     Re: Weirton Steel Corporation
  P.O. Box 2038                     419 Park Avenue South
  New York, NY 10156                New York, NY 10016

Administrative claims need not be filed if the claims are:

     (a) by professionals retained in the chapter 11 case;

     (b) all fees payable and unpaid under 28 U.S.C. Section 1930;

     (c) by members or former members of the Independent;
         Steelworkers Union or the International Guard Union;

     (d) by former employee for benefits;

     (e) for retiree benefits;

     (f) individual worker's compensation benefits; and

     (g) already properly filed with the court

For additional information regarding the filing of administrative
claim forms contact Donlin, Recano & Company, Inc. at
(212) 771-1128.

Weirton Steel is a major integrated producer of flat rolled carbon
steel with principal product lines consisting of tin mill products
and sheet products. The company filed for chapter 11 protection
(Bankr. W.D. Va. Case No. 03-01802) on May 19, 2003 before the
Honrable L. Edward Friend, II.  Robert G. Sable, Esq., Mark E.
Freedlander, Esq., David I. Swan, Esq., and James H. Joseph, Esq.,
of  McGuireWoods represent the debtor in its restructuring
efforts.


WINDERMERE SCHOOL: Files Liquidating Plan and Discl. Statement
--------------------------------------------------------------
Windermere School Partners, LLLP and Windermere Preparatory
School, Inc., filed their Joint Liquidating Chapter 11 Plan and
the accompanying Disclosure Statement with the U.S. Bankruptcy
Court for the Middle District of Florida, Orlando Division.  Full-
text copies of the documents are available for a fee at:

  http://www.researcharchives.com/bin/download?id=040617031240

                           and

  http://www.researcharchives.com/bin/download?id=040617031534

The Plan is a liquidating plan. The Debtor will transfer assets,
including cash and avoidance actions, to a Liquidating Trust for
payment of obligations under the Plan.

Both Debtors group creditors into five classes of claims and
interest in each case.  All Classes of Claims are impaired in both
cases. These claims are classified according to their treatment
under the Plan.

Windermere School Partners, LLLP Claims:

  Class             Treatment
  -----             ---------
  1 - Allowed       The Plan extinguishes the rights of holders
      Interests     of limited and general partners, including
      of Partners   any rights to payment under the partnership
                    agreements.

  2 - Allowed       At Closing, will receive cash in the amount
      Secured       of such claim, receiving all the net
      Claim of      proceeds of the closing from the Sale
      The Bank of   Agreements of at least $6,600,000, from
      America       which Bank of America has agreed to pay.

  3 - Allowed        Will be paid at Closing.
      Secured
      Claim of
      Earl K. Wood,
      Orange County
      Tax Collector

  4 - Allowed        Will receive nothing in the account of the
      Secured        claim.
      Claim of The
      American School
      Corporation.

  5 - Allowed        Holders will participate pro rata in the
      Unsecured      LLLP Fund of the WSP Liquidating Trust up
      Claims         to the amount of such Claims; provided
                     that, there will be no distribution on
                     account of such Claims until full payment
                     of Administrative Expenses, Allowed
                     Priority Tax Claims and Allowed Non-Tax
                     Priority Claims.

Windermere Preparatory School, Inc., claims:

  Class             Treatment
  -----             ---------
  1 - Allowed       The duplications of the treatment of this
      Secured       class and that of LLLP Class II are for
      Claim of      clarity and explanation, and are not
      The Bank      cumulative. At Closing, the holder will
      of America    receive cash in the amount of such claim,
                    receiving all the net proceeds of the
                    closing from the Sale Agreements of at least
                    $6,600,000

  2 - Allowed       This claim will be paid at the Closing.
      Secured
      Claim of
      Earl K. Wood
      Orange County
      Tax Collector

  3 - Allowed       LLLP shall have an unsecured claim in the
      Unsecured     amount of $1,582,592, calculated as:
      Claims of     prepetition balance of lease obligation
      LLLP          $808,609.57, less setoff of prepetition loan
                    of WPS to LLLP in the amount of $687,293.59,
                    plus lease breach claim limited pursuant to
                    Section 502(b)(6) (monthly rent of
                    $121,773.00 for twelve months).

  4 - Allowed       Will participate pro rata in the WPS Fund of
      Unsecured     the WSP Liquidating Trust up to the amount
      Claims        of the Claims.

  5 - Allowed       This class will receive nothing under the
      Interest of   Plan.
      Shareholders

Headquartered in Windermere, Florida, Windermere School Partners
L.L.L.P., filed for chapter 11 protection on March 31, 2004
(Bankr. M.D. Fla. Case No. 04-03610).  Frank M. Wolff, Esq., at
Wolff Hill McFarlin & Herron PA represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed both estimated debts and assets of
over $10 million.


WOMEN FIRST HEALTHCARE: Will Hold Public Auction on June 24
-----------------------------------------------------------
On May 18, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved uniform Bidding Procedures proposed by Women
First Healthcare, Inc., in connection with the sale of its Vaniqa
assets.   The bidding Procedures Motion papers are available at no
charge at http://www.bmccorp.net/wfhc

The court has fixed June 24, 2004 at 10:00 a.m. for a Public
Auction to take place at:

                    Young Conaway Stargatt & taylor LLP
                    The Brandywine Building
                    1000 West Street
                    17th Floor
                    Wilmington, DE 19899

A Sale Hearing will be held on June 25, 2004 at 10:30 a.m. before
the Honorable Mary F. Walrath in Wilmington.  The hearing will be
held to consider the debtor's motion to authorize the sale of
Vaniqa assets, an asset purchase agreement with Skinmedia, Inc.
(or any higher bidder emerging at the auction), assumption of
executory contracts and unexpired lease, and approving the sale
transaction.

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- http://www.womenfirst.com/-- is a specialty
pharmaceutical company dedicated to improve the health and
well-being of midlife women. The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Michael R. Nestor, Esq., and Sean Matthew Beach, Esq., at Young
Conaway Stargatt & Taylor represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $49,089,000 in total assets and
$73,590,000 in total debts.


* SSG Recapitalizes Fetco Through Creative Deal Structure
---------------------------------------------------------
Fetco had been adversely impacted over the last few years by the
poor upscale retail environment, as well as, decreased margins due
to the overall shift of retail sales from small independent gift
and photo stores to larger chain department stores, mass
merchandisers and specialty stores. Further, Fetco had only
recently implemented an operational turnaround to combat
inefficiencies in sales and distribution.

Near-term liquidity issues required an immediate infusion of
capital through either a sale or recapitalization of the Company.
SSG Capital Advisors, L.P. went to market to a broad array of
lenders, investors and purchasers. Ultimately, SSG delivered a
recapitalization that provided liquidity to the existing senior
lender, provided incremental capital into the business and allowed
the existing owners of the company to maintain a controlling
interest. The transaction encompassed bringing in a new lender and
concurrently restructuring some of Fetco's existing obligations.

               About Fetco Home Decor, Inc.

Fetco Home Decor, Inc. is a leading designer and wholesaler
of upscale picture frames, wall decor and home accent pieces.
The Company, headquartered in Randolph, Mass., offers a variety
of quality branded frames made primarily from wood, metal, and
glass. Products are branded under the proprietary Fetco and
Beacon Hill labels, as well as, the licensed Country Living and
Trading Spaces labels.

               SSG Capital Advisors, L.P.

With offices in Philadelphia, New York and Cleveland, SSG Capital
advisors, L.P. http://www.ssgca.com/-- advises middle market
businesses nationwide and in Europe that are undercapitalized
and/or facing turnaround situations. With more than 100 investment
banking assignments completed in the last five years, the firm is
recognized for its expertise in mergers and acquisitions; private
placements of debt and equity; complex financial restructurings,
and valuations and fairness opinions. In addition, SSG assists
institutional and individual limited partners, throughout the
country, in selling their private equity fund interests into the
secondary market.


* BOND PRICING: For the week of June 21 - 25, 2004
--------------------------------------------------  ]

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                6.000%  02/15/06    42
American & Foreign Power               5.000%  03/01/30    66
AMR Corp.                             10.200%  03/15/20    72
Applied Extrusion                     10.750%  07/01/11    63
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
Calpine Corp.                          7.750%  04/15/09    64
Calpine Corp.                          7.875%  04/01/08    66
Calpine Corp.                          8.500%  02/15/11    65
Calpine Corp.                          8.625%  08/15/10    65
Calpine Corp.                          8.750%  07/15/07    71
Continental Airlines                   4.500%   2/01/07    72
Comcast Corp.                          2.000%  10/15/29    39
Cummins Engine                         5.650%  03/01/98    69
Delta Air Lines                        2.875%  02/18/24    55
Delta Air Lines                        7.900%  12/15/09    47
Delta Air Lines                        8.000%  06/03/23    49
Delta Air Lines                        8.300%  05/15/16    42
Delta Air Lines                        9.250%  03/15/22    40
Delta Air Lines                        9.750%  05/15/21    40
Delta Air Lines                       10.125%  05/15/10    49
Delta Air Lines                       10.375%  02/01/11    49
Elwood Energy                          8.159%  07/05/26    69
Fibermark Inc                         10.750%  04/15/11    58
Goodyear Tire                          7.000%  03/15/28    75
Inland Fiber                           9.625   11/15/07    50
Level 3 Communications                 6.000%  09/15/09    65
Mirant Americas                        7.625   05/01/06    74
Missouri Pacific                       4.750%  01/01/30    72
Missouri Pacific                       5.000%  01/01/45    74
National Vision                       12.000%  03/30/09    62
Northern Pacific Railyway              3.000%  01/01/47    52
Northwest Airlines                     7.875%  03/15/08    66
Northwest Airlines                     8.700%  03/15/07    72
Northwest Airlines                     9.875%  03/15/07    76
Northwest Airlines                    10.000%  02/02/09    69
Salton Inc                            12.250%  04/15/08    74


                           *********

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
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affiliated with a TCR editor holds some position in the issuers'
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Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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Each Friday's edition of the TCR includes a review about a book of
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For copies of court documents filed in the District of Delaware,
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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.

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                *** End of Transmission ***