TCR_Public/040622.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 22, 2004, Vol. 8, No. 125

                           Headlines

ACE ELECTRICAL: Asking Court Okay to Hire BKD as Accountants
ADELPHIA: Asks Court to Approve Electronic Data Settlement Pact
AIR CANADA: Provides Update on Private Equity Solicitation Process
ALASKA AIR: Flight Attendants File for Mediation in Contract Talks
AMERICAL CORP: Committee Gets Nod to Hire Kilpatrick Stockton

AMERICAN PLUMBING: Agreement With Creditors on Reorganization Plan
AMERISOURCEBERGEN: Fitch Withdraws BB Preferred Securities Rating
ANACOMP INC: Fuller & Thaler Discloses 7.5% Equity Stake
ANTARES PHARMA: Annual Stockholders' Meeting is Today at 10:30 AM
ARMSTRONG: Wants To Sell Land Next To Wave Facility For $275,000

BEVERLY ENTERPRISES: Prices $215 Million Senior Subordinated Notes
BOISE CASCADE: Elects Wayne Rancourt as Vice President & Treasurer
BRIDGEPORT METAL: Committee Asks to Retain Zeisler & Zeisler
BRISTOL CDO: Fitch Downgrades $11.8MM Class C Notes Rating to B
CENTERPOINT: Supreme Court Issues Ruling on Stranded Cost Interest

CMS ENERGY: Names Elaine Ziemba as Federal Affairs Representative
COVANTA ENERGY: Danielson Carries Out Successful Rights Offering
CRESCENT REAL: Raises $28.2 Million from Denver Property Sale
DAN RIVER: Has Until August 20 to Make Lease-Related Decisions
DB COMPANIES: Wants Until July 16 to File Bankruptcy Schedules

DEX MEDIA: Completes Amendment & Repricing of Credit Facilities
DIGITAL LIGHTWAVE: Jabil Circuit Agrees to Settle Debt Default
DII INDUSTRIES: Asks for Sept 16 Lease Decision Deadline Extension
DII/KBR: Fires Jack Stanley Citing Business Conduct Violations
DIRECTED ELECTRONICS: American Capital Invests $74 Million

D.R. HORTON: Increases Revolving Credit Facility to $1.21 Billion
EL PASO: Sells Utility Contract Funding to Bear Stearns for $21M
ENRON CORPORATION: Rejecting 18 Executory Contracts
ENRON CORP: Asks Court to Authorize NuCoastal Purchase Agreement
ENVIRONMENTAL LAND: Case Summary & 6 Largest Unsecured Creditors

ETHYL CORPORATION: Completes Formation of NewMarket Corporation
FEDERAL-MOGUL: Agrees to Extend EPA Claims Bar Date to August 26
FEDERAL-MOGUL: UAW Members Ratify New Four-Year Agreement
FIBERMARK: Employing Weiser as its Restructuring Accountants
FINE BUILDERS LLC: Voluntary Chapter 11 Case Summary

FLEMING COS: Madison, et al., Sue for Fraud & Breach of Contract
FLEMING COS: Reaches Settlements with Wisconsin and Labor Unions
FORELAND CORP: Case Summary & 5 Largest Unsecured Creditors
HABANA HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
HAYES LEMMERZ: Inks Stipulation Resolving Areway's $2.9MM Claims

HEALTHSOUTH: Most 7.625% Senior Noteholders OK Proposed Amendments
HIDDEN POINTE: Hiring Continental Adjuster as Public Adjuster
HOME PRODUCTS: Stockholder Sues in Delaware to Block Merger
HYDROMET: Unable to File Reports On Time & Cease Trade Continues
IBASIS INC: Successfully Completes Debt Refinancing

INDIAN SPRINGS: Case Summary & 20 Largest Unsecured Creditors
IVACO INC: Court Extends CCAA Protection Until August 13, 2004
J.P. MORGAN: Fitch Assigns Low-B Ratings to 6 2004-PNC1 Classes
JRV INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors
LANTIS EYEWEAR: Turns to Houlihan Lokey for Financial Advice

MIRANT CORP: U.S. Trustee Amends Creditors Committee Membership
MULTICANAL SA: Gives Update on Extraordinary Meeting Resolutions
MYSTIC TANK LINES: Terminating New England Operations
NATIONAL CENTURY: Amedisys Fights for Set-Off Rights
NEW WEATHERVANE: Hilco Conducts Going Out of Business Sales

NORD PACIFIC: Allied Gold Now Holds 44.6% Equity Stake
NORTEL NETWORKS: Submits VoIP Comments to Canadian Regulator
ORION TELECOMMUNICATIONS: Has Until Sept. 30 to Decide on Leases
P-COM: Demands Immediate Delisting From Berlin Stock Exchange
PACIFIC GAS: Files Cost Allocation Proposal with State Regulator

PACIFIC RIM PETROLEUM: Case Summary & Largest Unsecured Creditors
PARMALAT: Parma Court Declares Two German Subsidiaries Insolvent
PEGASUS: Court Issues Injunction Against Utility Companies
PEGASUS SATELLITE: Honoring Prepetition Tax Obligations
PETCO ANIMAL: Prices Secondary Public Common Stock Offering

PG&E NATIONAL: NEG Settles Contract Dispute With Conectiv
PLAINS EXPLORATION: Gets Enough Consents to Amend 8-3/4% Sr. Notes
PLAINS EXPLORATION: Prices 7.125% Senior Debt Offering
PORTOLA PACKAGING: Defers Common Stock Redemption to August 23
QWEST COMMS: Names Kenneth Dunn VP -- Corporate Dev't & Strategy

RAMO PRACTICE MGMT: Case Summary & 61 Largest Unsecured Creditors
RCN: Court Clarifies AP Services' Retention as Crisis Managers
RCN CORPORATION: Court Approves Blackstone's Employment as Advisor
SALOMON BROS: Fitch Takes Rating Actions on Series 2001 Notes
SPIEGEL INC: Agrees to Resolve Fry, Inc.'s Claim for $886,043

SUMMUS INC USA: Needs More Funds to Meet Obligations
SURFSIDE RESORT: Case Summary & 20 Largest Unsecured Creditors
T MCGARY CORP: Case Summary & 12 Largest Unsecured Creditors
TXU CORPORATION: Selling Oncor Utility Solutions to UMS Group
UAL CORP: Watchdog Group Applauds ATSB for Nixing Loan Guarantee

UAL CORPORATION: Asks ATSB to Reconsider Loan Guarantee Decision
UNITED AIRLINES: Restructuring Nine Aircraft Financing Deals
US AIRWAYS: Agrees to Allow 401(k) Claimants To Pursue Insurance
VALENCE TECHNOLOGY: Posts $56.8 Million Deficit at March 31, 2004
WEIRTON STEEL: Proposes Plan Solicitation Procedures

WINDERMERE SCHOOL: Committee Hires Mateer & Herbert as Counsel
WR GRACE: Wants Court Nod to Advance Funds for Alltech Acquisition

* Squire Sanders' London Office Relocates to 60 Cannon Street

* Large Companies with Insolvent Balance Sheets

                           *********


ACE ELECTRICAL: Asking Court Okay to Hire BKD as Accountants
------------------------------------------------------------
Ace Electrical Acquisition, LLC is asking the U.S. Bankruptcy
Court for the Middle District of Florida, Orlando Division, for
permission to hire Daniel Hayworth, CPA and BKD, LLP as its
accountants.

BKD, as the Debtor's accountants, will:

   a) prepare tax returns;

   b) provide inventory valuation and certification of
      prepetition inventory;

   c) prepare financial statements; and

   d) assist current financial officer with preparation of
      Monthly Debtor-in-Possession Report and general
      accounting.

Daniel Hayworth, in a verified statement filed with the Court,
assures that BKD:

   i) has no connection with the equity security holder of the
      Debtor, the Debtor's creditors or other parties in
      interest in this case;

  ii) does not hold any interest adverse to the Debtor's estate;
      and

iii) believes it is a "disinterested person" as defined within
      Section 101(14) of the Bankruptcy Code.

Mr. Hayworth does not disclose the firm's billing rates.

Headquartered in Apopka, Florida, Ace Electrical Acquisition LLC
is engaged in manufacturing and buying-out products for the
automotive parts rebuilding industry and also sells complete
alternators and starters, and sources products from the United
States as well as China, Canada and Taiwan.  The Company filed for
chapter 11 protection on March 23, 2004 (Bankr. M.D. Fla. Case No.
04-03224).  R. Scott Shuker, Esq., at Kay, Gronek & Latham, LLP
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.


ADELPHIA: Asks Court to Approve Electronic Data Settlement Pact
---------------------------------------------------------------
Electronic Data Systems Corporation provided billing services to
Adelphia Business Solutions, Inc. (ABIZ) under an October 2001
General Services Agreement, certain of which services were
provided by ABIZ to Adelphia Communications (ACOM).  Sometime
after March 27, 2002, ABIZ's bankruptcy petition date, a dispute
arose among the parties relative to the liability associated with
certain outstanding invoices.  Since that time, ACOM and ABIZ
expended significant time and effort allocating responsibility for
the Prepetition Claims between them.

The parties have since resolved their disputes relative to the
Prepetition Claims and entered into a Settlement Agreement.

Specifically, the Settlement Agreement provides, among other
things, that Electronic Data will have an allowed prepetition
unsecured claim against the ACOM Debtors for $381,078.  Since
executing the Settlement Agreement, ACOM and Electronic Data
reached an agreement as to the appropriate allocation of the
Electronic Data Claim.  Electronic Data will have:

    -- an allowed unsecured claim against ACC Telecommunications
       of Virginia, LLC, for $3,812;

    -- an allowed unsecured claim against ACC Telecommunications,
       LLC, for $30,486; and

    -- an allowed unsecured claim against Adelphia
       Telecommunications, Inc., for $346,781.

In further consideration for the GSA and the resolution of the
Prepetition Claims, the ACOM Debtors and Electronic Data agreed
to waive any and all claims either party may have against the
other, relative to the October 2001 Agreement, other than the
Electronic Data Claim and any claims for amounts due Electronic
Data on account of services rendered, but not paid for, if any,
since the Petition Date.

Therefore, the ACOM Debtors ask the Court to approve their
Settlement Agreement with Electronic Data and the ABIZ Debtors.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, LLP, in New
York, contends that settlement of the Prepetition Claims will
result in finality and eliminate any uncertainty with respect to
the claims and, more importantly, allow the ACOM Debtors and
Electronic Data to move forward without the threat of potential
litigation. (Adelphia Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Provides Update on Private Equity Solicitation Process
------------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

The Private Equity Solicitation Process has now concluded and
binding investment proposals have been received by the court-
appointed Monitor from potential equity investors.

The proposed investment agreements will be evaluated by the
Company, its advisors, the Board and the Monitor and the decision
reached will be communicated by June 25, 2004. Court approval will
be required before any proposed equity investment agreement
becomes binding on Air Canada.

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.


ALASKA AIR: Flight Attendants File for Mediation in Contract Talks
------------------------------------------------------------------
Alaska Airlines flight attendants, represented by the Association
of Flight Attendants-CWA, AFL-CIO, filed for mediation in their
contract negotiations with the airline.

"Management continues to propose significant cuts to our contract,
even though Alaska Airlines continues to prosper," said Veda
Shook, president of the AFA Master Executive Council at Alaska,
noting that the carrier's May revenue passenger miles increased
9.2 percent from a year earlier.  "Federal mediation may be the
spark necessary to get our negotiations moving again."

The flight attendants and the airline jointly asked the National
Mediation Board to mediate the talks.  The NMB is the government
agency responsible for labor relations in the airline industry.

Negotiations for a new contract began in August 2003.  Yet AFA and
management remain far apart on such key issues as compensation,
length of duty day and affordable health care coverage.

More than 46,000 Flight Attendants, including the 2,250 flight
attendants at Alaska, 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
http://www.alaskamec.org/

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries. The company and its sister
carrier, Horizon Air, together serve 80 cities in Alaska, the
Lower 48, Canada and Mexico.

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Alaska Air Group Inc. and subsidiary Alaska
Airlines Inc., including lowering the corporate credit rating on
both to 'BB-' from 'BB.' Ratings were removed from CreditWatch,
where they were placed March 18, 2003. The outlook is negative.


AMERICAL CORP: Committee Gets Nod to Hire Kilpatrick Stockton
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, gave its stamp of approval to the
Official Unsecured Creditors Committee of Americal Corporation's
application to hire Kilpatrick Stockton LLP as its attorneys.

Kilpatrick Stockton will:

   a) give the Committee legal advice with respect to its duties
      and powers in Americal's chapter 11 case;

   b) assist it in its investigation of the acts, conduct,
      assets, liabilities, and financial condition of the
      Debtor, the operation of the Debtor's business and the
      desirability of the continuance of such business, and any
      other matter relevant to the case or to the formulation of
      the plan;

   c) participate with it in the formulation of a plan;

   d) assist it in requesting the appointment of a trustee or
      examiner should such action become necessary; and

   e) perform other legal services as may be required and in the
      interest of the creditors.

In his affidavit, Gerald A. Jeutter, Jr., Esq., assures the Court
that the firm is disinterested.  Mr. Jeutter does not disclose the
firm's customary hourly rates that it'll bill the Debtor's estates
for services provided to the Committee.

Headquartered in Henderson, North Carolina, Americal Corporation
manufactures Peds brand socks and hosiery.  The Company filed for
chapter 11 protection on April 7, 2004 (Bankr. E.D.N.C. Case No.
04-01333).   J. William Porter, Esq., at Parker Poe Adams &
Bernstein, LLP represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $18,753,485 in total assets and $25,825,055 in total debts.


AMERICAN PLUMBING: Agreement With Creditors on Reorganization Plan
------------------------------------------------------------------
American Plumbing and Mechanical, Inc. (AMPAM) announced that it
has reached an agreement for a consensual plan of reorganization
allowing the Company to promptly emerge from Chapter 11.

The agreement, announced in open court, was reached with AMPAM's
senior lenders and the Official Committee of Unsecured Creditors.

AMPAM and its affiliates filed their respective voluntary
petitions under Chapter 11 in the Bankruptcy Court for the Western
District of Texas, San Antonio Division, on October 13, 2003. The
Honorable Leif M. Clark, United States Bankruptcy Judge, has reset
the confirmation hearing for July 8, 2004.

"AMPAM is very pleased that an agreement has been reached with our
senior lenders and the Committee, which will allow AMPAM to emerge
from bankruptcy and close this chapter in our corporate history.
This is the right result for our Company, as well as our
customers, vendors, employees and creditors," stated Robert
Christianson, AMPAM's Chairman of the Board and CEO.

          About American Plumbing & Mechanical, Inc.

American Plumbing & Mechanical, Inc., with its subsidiaries, is
the largest company in the United States focused primarily on the
residential plumbing, heating ventilation and air conditioning
(HVAC) contracting services industry. The Company also provides
mechanical contracting services. AMPAM provides plumbing, HVAC and
mechanical installation services to single family residential,
multifamily residential and commercial construction customers.
Additional information and press releases about AMPAM are
available on the Company's website at http://www.ampam.com/


AMERISOURCEBERGEN: Fitch Withdraws BB Preferred Securities Rating
-----------------------------------------------------------------
Fitch Ratings has withdrawn the rating on AmerisourceBergen
Corp.'s 'BB' rated Trust Originated Preferred Securities. The
rating withdrawal follows the company's successful redemption of
the issue. ABC's remaining ratings include 'BBB-' rated secured
bank credit facility, 'BBB-' senior unsecured debt and 'BB+' rated
subordinated debt, all of which are unaffected by the withdrawal
of the TOPrS rating. The Rating Outlook is Stable.  


ANACOMP INC: Fuller & Thaler Discloses 7.5% Equity Stake
--------------------------------------------------------
Fuller & Thaler Asset Management, Inc. beneficially own 304,600
shares of the common stock of Anacomp, Inc., representing 7.5% of
the outstanding common stock of Anacomp.  Fuller & Thaler hold
sole voting power over 247,100 such shares and sole dispositive
power over the entire 304,600 shares.       
                        
Fuller & Thaler Asset Management, Inc. is deemed to be the
beneficial owner of the number of securities shown above, pursuant
to separate arrangements whereby it acts as investment adviser to
certain persons.  Each person for whom Fuller & Thaler Asset
Management, Inc. acts as investment adviser has the right to
receive, or the power to direct the receipt of, dividends from, or
the proceeds from the sale of, the Class A common stock purchased
or held pursuant to such arrangements.

                          *   *   *

                Liquidity and Capital Resources

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

"Our legacy  business  (COM) has  declined in recent years and is  
forecasted  to continue to decline as new technologies become
available and are accepted in the marketplace.  Our ability to
generate  sufficient cash to fund operations and to meet future
bank  requirements  is  dependent  on  successful  and  
simultaneous management of the decline in COM as well as the
expansion of alternative service offerings. Other factors, such as
an uncertain economy, levels of competition in the document
management  industry,  and technological  uncertainties will
impact our  ability to generate  cash and  maintain  liquidity.  
We believe the actions taken over the past two years,  including  
new and enhanced  product and service
offerings,  Company  downsizing  and  cost  control  measures  
will  allow us to maintain  sufficient cash flows from  operations
to meet our operating,  capital and debt  requirements  in the
normal  course of business  for at least the next twelve months."


ANTARES PHARMA: Annual Stockholders' Meeting is Today at 10:30 AM
-----------------------------------------------------------------
The Annual Meeting of Shareholders of Antares Pharma, Inc., a
Minnesota corporation, will be held today, June 22, 2004, at 10:30
a.m. local time, at Helmsley Park Lane Hotel, Second Floor
Ballroom, 36 Central Park South, New York, New York 10019.  The
items of business will be:

      1. To elect three persons to the Board of Directors.

      2. To amend the 2001 Incentive Stock Option Plan for
         Employees to increase the number of shares authorized
         thereunder from 2,000,000 to 4,000,000.

      3. To amend the 2001 Stock Option Plan for Non-Employee
         Directors and Consultants to increase the number of
         shares authorized thereunder from 600,000 to 1,600,000.

      4. To ratify and approve the appointment of KPMG LLP as
         independent auditors for the fiscal year ending
         December 31, 2004.

      5. To transact other business that may properly come before
         the meeting.

All shareholders of record as of the close of business on Friday,
April 23, 2004, will be entitled to vote at the Annual Meeting of
Shareholders.

                     About Antares Pharma

Antares Pharma develops specialty pharmaceutical products,
including needle-free and mini-needle injector systems,
transdermal gel technologies, and fast-melt oral tablet
technology. These delivery systems are designed to improve both
the efficiency of drug therapies and the patient's quality of
life. The Company currently distributes its needle-free injector
systems in more than 20 countries. In addition, Antares Pharma
conducts research and development with transdermal gel products
and currently has several products in clinical evaluation with
partners in the U.S. and Europe. The Company is also conducting
ongoing research to create new products that combine various
elements of the Company's technology portfolio. Antares Pharma has
established collaborations with 13 pharmaceutical and distribution
companies for a number of indications and applications, including
diabetes, growth disorders, obesity, female sexual dysfunction and
other hormone therapy. Antares Pharma has corporate headquarters
in Exton, Pennsylvania, with manufacturing and research facilities
in Minneapolis, Minnesota, and research facilities in Basel,
Switzerland. To learn more about Antares Pharma, visit its web
site at http://www.antarespharma.com/
                         
                           *   *   *

In its Form 10-K for the year ended December 31, 2003 filed with
the Securities and Exchange Commission, Antares Pharma reports:

"Effective July 1, 2003, the Company's securities were delisted
from The Nasdaq SmallCap Market and began trading on the Over-the-
Counter (OTC) Bulletin Board under the symbol "ANTR.OB," after the
Nasdaq Listing Qualifications Panel determined to delist the
Company's securities.

"The delisting from The Nasdaq SmallCap Market constituted an
event of default under the restructured 8% debentures. However,
the Company obtained letters from the debenture holders in which
they agreed to forbear from exercising their rights and remedies
with respect to such event of default, indicating they did not
intend to accelerate the payment and other obligations of the
Company under the debentures. The debenture holders reserved the
right at any time to discontinue the forbearance and, among other
things, to accelerate the payment and other obligations of the
Company under the 8% debentures. If the debenture holders had
decided to discontinue their forbearance, the debentures would
have become due and payable at 130% of the outstanding principal
and accrued interest. Because the debenture holders retained the
right to discontinue the forbearance and this option was outside
the control of the Company, the Company was required to record an
expense and a liability of $508,123 for the 30% penalty in future
periods until the debentures were converted to common stock, at
which time the liability was removed and offset against the loss
on conversions of debt to equity.

"On September 12, 2003, the holders of the Company's 8% Senior
Secured Convertible Debentures and Amended and Restated 8% Senior
Secured Convertible Debentures exchanged the outstanding
$1,218,743 aggregate principal and accrued interest of the
Debentures for 243,749 shares of the Company's Series D
Convertible Preferred Stock. Each share of Series D Preferred is
currently convertible into ten shares of the Company's Common
Stock, resulting in an aggregate of 2,437,490 shares of Common
Stock issuable upon conversion of the Series D Preferred. As a
result, the Series D Preferred is convertible into the same number
of shares of Common Stock as were the Debentures. In connection
with the exchange of the Debentures for the Series D Preferred,
the holders of the Debentures executed lien release letters
terminating the security interest they held in the Company's
assets. As consideration for the release of the security interest,
the Company adjusted the exercise price of certain warrants issued
to the holders of the Debentures on January 31, 2003 from $0.55
per share to $0.40 per share. These warrants are exercisable for
an aggregate of 2,932,500 shares of Common Stock and are
redeemable at the option of the Company upon the achievement of
certain milestones set forth in the warrants. In connection with
the exchange of the Debentures for the Series D Preferred and the
reduction in the warrant exercise price, the Company recognized a
loss on conversion of $6,017,346 during the quarter ended
September 30, 2003. The loss consists of the fair value of the
Series D Preferred plus the increase in fair value of the warrants
due to the reduction in the exercise price, less the carrying
value of the Debentures. The carrying value of the Debentures
included the aggregate principal and accrued interest less
unamortized discount and premium.

"In February and March 2004 the Company received net proceeds of
$13,853,400 in three private placements of its common stock. A
total of 15,120,000 shares of common stock were sold at a price of
$1.00 per share. The Company also issued five-year warrants to
purchase an aggregate of 5,039,994 shares of common stock at an
exercise price of $1.25 per share.

"On December 30, 2003, when the availability of equity funds was
unknown, the Company offered a 30% discount in the exercise price
to holders of warrants with an exercise price of under $1.00. This
offer expired on March 1, 2004, at which time the Company received
proceeds of $821,100 from the exercise of warrants for 2,932,500
shares of common stock.

"As a result of the debt to equity conversions in 2003 reducing
future cash obligations and the private placement proceeds
received in 2003 and 2004, management believes the Company is
financially prepared to support operations until the Company
achieves profitability and is able to generate its own working
capital."


ARMSTRONG: Wants To Sell Land Next To Wave Facility For $275,000
----------------------------------------------------------------
Armstrong World Industries, Inc., asks Judge Fitzgerald for
authority to sell, free and clear of liens, claims and
encumbrances, a vacant land located in Baltimore County, Maryland,
to Millers Island Propeller, Inc., and pay a 6% commission to CB
Richard Ellis, the real estate broker connected with the sale.  
Upon closing, the Broker has agreed to provide Armstrong Realty
Group, a wholly owned subsidiary of AWI, with a rebate equal to
20% of the commission.

AWI owns a parcel of land located at 5301 North Point Boulevard in
Baltimore County.  AWI bought the property in November 1985 to
establish a manufacturing facility.  The property is made up of:

       (1) approximately 10 acres of land that contains a
           manufacturing facility and other improvements; and

       (2) a vacant lot of approximately 6.56 acres located
           at the north end of the property.

The vacant property has never been used or leased by AWI.  The
improved property is currently leased by AWI to Worthington
Armstrong Venture, a joint venture owned by AWI and Worthington
Industries, Inc.  Wave has outgrown the manufacturing facility
located on the Baltimore property, and consequently did not renew
its lease.  This lease will terminate under its own terms in the
fourth quarter of 2004.

By January 2004, AWI could see that it had no future use for the
vacant property and determined to sell it.  In March 2004, AWI
employed CB Richard Ellis to provide brokerage services in
connection with the sale of the property.

Millers owns a parcel of land that is adjacent to the vacant
property.  Millers manufactures marine propellers and associated
marine products on the adjacent property, and intends to use AWI's
vacant property to expand its existing manufacturing facility.  
AWI and the broker believe that there is a limited market for the
vacant property, and that this sale is by far the best available.

                      The Purchase Terms

The purchase price for the vacant property is $275,000, or
$41,920.73 per acre.  The purchase price will be paid in the form
of a $5,000 deposit, paid to the Broker when the sale agreement
was signed.  The balance of the closing price will be paid at
closing.

Millers has 60 days after the Court authorizes the sale to conduct
due diligence to determine that:

       (1) the property is suitable for its intended uses;

       (2) public water and sewer are available to the vacant
           property, or that the vacant property will be approved
           by the applicable governmental authorities for the
           installation of a well or private sewage disposal
           system;

       (3) other public utilities, including public water, gas,
           sewer, electricity and telephone service are available
           to the vacant property; and

       (4) existing or proposed zoning, subdivision,
           environmental, and other laws and regulations
           existing or formally proposed, or other pertinent
           information will allow it to use the vacant property
           for heavy industrial purposes.

If, during the due diligence period, a defect is discovered,
Millers will notify AWI and provide an opportunity for cure.  If
no cure is had, the proposed sale is void and the deposit will be
returned to Millers.

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)   


BEVERLY ENTERPRISES: Prices $215 Million Senior Subordinated Notes
------------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV) announced that it has priced
$215 million aggregate principal amount of 7-7/8% Senior
Subordinated Notes due 2014, pursuant to Rule 144A and Regulation
S under the Securities Act of 1933, as amended.

The net proceeds from issuance of the 2014 Notes will be
approximately $205 million. Beverly intends to use these proceeds,
together with cash on hand, to purchase for cash any and all of
the outstanding $200 million aggregate principal amount of 9-5/8%
Senior Notes due 2009 (the "2009 Notes") tendered in the tender
offer that Beverly commenced on June 9, 2004 and to pay related
fees and expenses of the tender offer. Beverly expects the
offering to close on June 25, 2004.

The 2014 Notes have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold by holders
thereof without registration unless an exemption from such
registration requirements is available.

In conjunction with this refinancing, Beverly also is finalizing
an amendment of its bank group agreement to, among other things,
permit the issuance of the 2014 Notes and permit the purchase of
the 2009 Notes pursuant to the tender offer, reduce the interest
rate on the term loan portion of its senior secured credit
facility by 50 basis points and expand the size of its revolving
credit facility to $90 million from $75 million.

In conjunction with this press release, Beverly will file a Form
8-K with the U.S. Securities and Exchange Commission.

                           About the Company

Beverly Enterprises, Inc. and its operating subsidiaries are
leading providers of healthcare services to the elderly in the
United States. At May 31, 2004, Beverly operated 367 skilled
nursing facilities, as well as 19 assisted living centers, and 26
hospice centers. Through Aegis Therapies, Beverly also offers
rehabilitative services on a contract basis to facilities operated
by other care providers.

As reported in the Troubled Company Reporter's June 18, 2004
edition, Fitch Ratings has assigned a 'B+' rating to Beverly
Enterprises,  Inc.'s planned up-to $225 million, 10-year,
subordinated notes  issue. Proceeds from the new issue will be
used to fund the recent tender offer for the company's 'BB-'
rated, $200 million, 9 5/8% senior unsecured notes due 2009. In
conjunction, Fitch has affirmed the company's 'BB' secured bank
facility, 'BB-' senior unsecured debt and 'B+' rated subordinated
convertible notes. The Rating Outlook is Stable.

Fitch notes that BEV's credit profile is improving following a
difficult 2003 that saw profitability negatively impacted by
rising patient liability costs and reduced Medicare reimbursement.
Key factors driving the improvement include strong volume growth,
increased Medicare and Medicaid per-diem rates, a significant
reduction in patient liability-related costs and lower interest
costs due to refinancing activities.


BOISE CASCADE: Elects Wayne Rancourt as Vice President & Treasurer
------------------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC) announced that Wayne M.
Rancourt has been elected vice president and treasurer.  Mr.
Rancourt originally joined Boise in 1983 in the Internal Audit
Department.  From 1990 to 1996, he held positions of increasing
responsibility in Boise's Treasury Department and, from 1996 to
1997, was financial manager for Boise Office Solutions in Itasca,
Illinois.  Mr. Rancourt was vice president in the Forest Products
Industry Group of ABN AMRO Bank in Seattle, Washington, from 1997
to 1999, before returning to Boise as director of retirement funds
and risk management. Mr. Rancourt received a bachelor of science
degree in accounting from Central Washington University.

Mr. Rancourt will succeed Irv Littman, vice president and
treasurer, who will end his 38-year career with the company when
he retires on July 31, 2004.

Littman joined Boise in 1966 as manager of corporate systems.  He
subsequently was manager of budgeting, assistant to the president,
division assistant controller, and director of investor relations.  
He was elected treasurer in 1984 and vice president in 1986.  He
holds a B.S. degree in engineering from the University of Colorado
and an M.B.A. from the University of Chicago.

Littman has been active in the Boise community and currently
serves on the board of directors of the Idaho Community
Foundation.  He has also served on the boards of the Boise Art
Museum, the Bogus Basin Ski Area Association, and the Idaho
Humanities Council.

Commenting on Littman's retirement, Ted Crumley, senior vice
president and chief financial officer, said, "Irv is the
consummate finance professional. His honesty and belief in the
value of ongoing relationships has proven a significant benefit to
the company."

George Harad, chairman and chief executive officer, said, "Irv
Littman has had a distinguished career with Boise.  He joined the
company immediately after graduate school and has added
significant value in each of the roles he has played during his
many years of dedicated service.  As the company has grown and as
its strategy has shifted over the 20 years of Irv's tenure as
treasurer, his considerable expertise and financing savvy have
helped the company to meet its changing financing needs.  We thank
him for his wise counsel and valuable contributions to the
company's success."
    
                  About Boise Cascade Corporation

Headquartered in Boise, Idaho, Boise Cascade Corporation (NYSE:
BCC) (S&P, BB+ Corporate Credit Rating, Stable Outlook) is a major
distributor of office products and building materials,
manufactures paper and wood products, and owns more than 2 million
acres of timberland. Visit the Boise website at http://www.bc.com/


BRIDGEPORT METAL: Committee Asks to Retain Zeisler & Zeisler
------------------------------------------------------------
The Official Unsecured Creditors Committee for Bridgeport Metal
Goods Manufacturing Co.'s chapter case asks the U.S. Bankruptcy
Court for the District of Connecticut, Bridgeport Division, for
permission to employ Zeisler & Zeisler, PC as its counsel in the
company's chapter 11 proceeding.

The Committee believes that Zeisler & Zeisler possesses expertise
in the areas of law relevant to this case. In this engagement, the
firm will:

   a) provide the Committee legal advice with respect to its
      powers as an unsecured creditors committee during the
      continuance of the Chapter 11 case;

   b) represent the Committee as an interested party in
      connection with any proceedings in this case which effect
      the rights of the creditors;

   c) prepare on behalf of the Committee any necessary
      pleadings, reports and other legal papers;

   d) retain professionals to assist the Committee; and

   e) perform all other legal services for the Committee as may
      be necessary or appropriate.

Zeisler & Zeisler's current standard hourly billing rates range
from:

            Designation       Billing Rate
            -----------       ------------
            Attorneys         $210 to $420 per hour
            Paralegals        $85 per hour

James G. Verrillo, Esq., will be the principal attorney in this
case. His current hourly rate is $375 per hour.

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.


BRISTOL CDO: Fitch Downgrades $11.8MM Class C Notes Rating to B
---------------------------------------------------------------
Fitch Ratings has affirmed two classes of notes and downgraded two
classes of notes issued by Bristol CDO I, Ltd. The following
rating actions are effective immediately:
     
         --$188,090,110 class A-1 notes affirmed at 'AAA';
         --$17,252,113 class A-2 notes affirmed at 'AAA';
         --$30,000,000 class B notes downgraded to 'A+' from 'AA';     
         --$11,793,007 class C notes downgraded to 'B' from 'BBB'.

Bristol issued a collateralized debt obligation, which closed Oct.
11, 2002, and is secured by a static pool of asset-backed
securities. Vanderbilt Capital Advisors, LLC selected the initial
collateral and serves as the administrative advisor for the
transaction. The collateral is primarily composed of residential
mortgage-backed securities (RMBS; 41.9%), commercial asset-backed
securities (ABS; 25.3%), and to a smaller degree, commercial
mortgage-backed securities, CDOs and other ABS assets. Without the
consent of the noteholders, trading of the collateral pool is
prohibited. The current senior management at Vanderbilt was not
the same team that performed the initial collateral acquisitions.
The transaction does not allow the current Vanderbilt management
team to make adjustments to the collateral pool.

From the close of the transaction to the May 31, 2004 trustee
report, Bristol had suffered collateral deterioration, which is
reflected by the decline in the weighted average rating from 'A-'
to 'BBB'. The collateral rated 'B' and below has increased from
2.1% on the May 31, 2003 reporting date to 7.8% as of May 31,
2004. There have been two assets that have defaulted, totaling $11
million in par value. In addition, Bristol has exposure to
volatile ABS sectors such as manufactured housing (11%) and
aircraft lease pools (7.7%). The class C overcollateralization  
ratio has been failing its minimum threshold since November 2003.
Currently, the class C OC ratio is 101.57%, which is below the
minimum level 102%. In addition, the transaction is slightly
overhedged, which results in an impairment to excess spread.


CENTERPOINT: Supreme Court Issues Ruling on Stranded Cost Interest
------------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) announced that the Texas
Supreme Court ruled that interest on stranded costs began to
accrue as of January 1, 2002 and reversed the Public Utility
Commission of Texas' (PUC) rule to the contrary.  The Court
remanded the rule to the PUC to review the interaction between the
Court's interest decision and the PUC's capacity auction true-up
rule.

Under the true-up rule adopted by the PUC, electric utilities were
permitted to recover interest on stranded costs.  The PUC ruled,
however, that interest would begin accruing only from the date of
the PUC's final order in the 2004 true-up proceeding.  CenterPoint
Energy appealed that ruling to the Texas Supreme Court, contending
that Texas law calls for interest to begin accruing on January 1,
2002, the start date of retail electric competition.

"We are pleased that the Supreme Court confirmed that interest on
stranded costs begins to accrue upon the creation of those costs
and not at the conclusion of an administrative proceeding," said
Scott Rozzell, executive vice president and general counsel for
CenterPoint Energy.  "Now that this issue has been settled, we
look forward to working with the PUC and other parties to resolve
the issues remanded to the PUC and bring our true-up proceeding to
a timely conclusion."

CenterPoint Energy expects the PUC to issue a final ruling in the
company's true-up proceeding by the end of August.

                       About the Company

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas, of which nearly 3,000 megawatts are currently in mothball
status.  The company serves nearly five million customers
primarily in Arkansas, Louisiana, Minnesota, Mississippi,
Oklahoma, and Texas.  Assets total $21 billion.  With more than
11,000 employees, CenterPoint Energy and its predecessor companies
have been in business for more than 130 years.  Visit
http://www.CenterPointEnergy.com/for more information.


CMS ENERGY: Names Elaine Ziemba as Federal Affairs Representative
-----------------------------------------------------------------
Elaine Ziemba, a 20-year veteran of government relations in
Washington, has been named federal affairs representative for CMS
Energy.

Ziemba reports to the Company's director of federal and
international affairs, George Pickart, who is responsible for
managing CMS Energy's Washington office and activities.

"Elaine brings a wealth of experience and in-depth knowledge to
this job. Her background, skills, and expertise make her a strong
addition to our team in Washington," said David Mengebier, CMS
Energy's senior vice president of governmental and public
affairs/community services.

Ziemba formerly held a top governmental relations position with
NRG Energy Inc., a similar post with Northern States Power Co.,
and served as the director of congressional relations for the
American Gas Association.  She began her Washington career as
legislative director for a U.S. House member. Ziemba, a native of
Jackson, Mich., went to Washington after an eight-year career as
an award-winning broadcast journalist in Michigan and New Mexico.
She holds a bachelor's degree in journalism from Michigan State
University and also earned a master's degree in business
administration from George Washington University.

                  About the Company

CMS Energy (Fitch, B- Preferred Share Rating, Stable Outlook) is
an integrated energy company, which has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

For more information on CMS Energy, visit its Web site at
http://www.cmsenergy.com/


COVANTA ENERGY: Danielson Carries Out Successful Rights Offering
----------------------------------------------------------------
Danielson Holding Corporation (AMEX:DHC) announced that its pro
rata rights offering was fully subscribed through the exercise of
basic subscription and over-subscription privileges and that it
issued all 27,438,118 shares of its common stock offered.  The
gross proceeds to Danielson from the rights offering were
approximately $42,000,000.

Based on the broad public participation in the rights offering,
Danielson also sold the maximum of 8,750,000 shares of its common
stock to D. E. Shaw Laminar Portfolios, L.L.C. at $1.53 per share
pursuant to the terms of the agreement Danielson entered into on
December 2, 2003.  Gross proceeds to Danielson from this sale were
approximately $13,400,000.

As previously announced, Danielson used the proceeds from the
rights offering and sale of shares to D. E. Shaw Laminar to repay
entirely the $40,000,000 principal amount plus accrued interest on
the bridge financing obtained in connection with Danielson's
acquisition of Covanta Energy Corporation.  The remaining proceeds
will be available for general corporate purposes.

Immediately following the completion of the rights offering and of
the pre-agreed sale of shares to D. E. Shaw Laminar Portfolios,
Danielson had approximately 72,800,000 shares of common stock
outstanding.

Danielson Holding Corporation is an American Stock Exchange listed
company, engaging in the energy, financial services and specialty
insurance business through its subsidiaries. Danielson's charter
contains restrictions that prohibit parties from acquiring 5% or
more of Danielson's common stock without its prior consent.

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)   


CRESCENT REAL: Raises $28.2 Million from Denver Property Sale
-------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced the
sale of Ptarmigan Place, a 418,630 square-foot Class A office
property located in the Cherry Creek area southeast of downtown
Denver. The sale generated net proceeds to Crescent of
$28.2 million which were used to pay down a portion of the
Company's Bank of America Funding XII term loan. Peter Savoie of
Cushman & Wakefield of Denver represented Crescent in the sale.

                     About The Company

Celebrating its tenth year, Crescent Real Estate Equities Company
(NYSE:CEI) is one of the largest publicly held real estate
investment trusts in the nation. Through its subsidiaries and
joint ventures, Crescent owns and manages a portfolio of more than
75 premier office buildings totaling more than 30 million square
feet primarily located in the Southwestern United States, with
major concentrations in Dallas, Houston, Austin, Denver, Miami and
Las Vegas. In addition, Crescent has investments in world-class
resorts and spas and upscale residential developments. For more
information, visit the Company's website at
http://www.crescent.com/

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


DAN RIVER: Has Until August 20 to Make Lease-Related Decisions
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Northern District of
Georgia, Newnan Division, Dan River, Inc., and its debtor-
affiliates obtained an extension of their lease decision period
under 11 U.S.C. Sec. 365(d)(4).  The Court gives the Debtors until
August 30, 2004 to decide whether to assume, assume and assign, or
reject their unexpired nonresidential real property leases.

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- is a designer, manufacturer and and  
marketer of textile products for the home fashions, apparel
fabrics and industrial markets.  The Company filed for chapter 11
protection on March 31, 2004 (Bankr. N.D. Ga. Case No.
04-10990).  James A. Pardo, Jr., Esq., at King & Spalding
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.


DB COMPANIES: Wants Until July 16 to File Bankruptcy Schedules
--------------------------------------------------------------
DB Companies, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their time
to file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).

In order to prepare their Schedules and Statements, the Debtors
must gather voluminous information from books, records, and
documents relating to a multitude of transactions. This will
require an expenditure of substantial time and effort on the part
of the Debtors' management and employees. Given the new and
unfamiliar tasks that operating in Chapter 11 imposes on the
Company's management and employees, and management's focus on
implementing the sale process now underway, the Debtors seek
additional time to file their Schedules and Statements.

The debtors currently anticipate that they will be able to
complete and file its Schedules and Statements by July 16, 2004.

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


DEX MEDIA: Completes Amendment & Repricing of Credit Facilities
---------------------------------------------------------------
Dex Media, Inc. (Dex Media) announced that on Friday, June 11,
2004 it successfully completed a repricing and an amendment to its
subsidiaries' credit facilities.  The Dex Media East LLC and Dex
Media West LLC credit facilities were amended to, among other
things, waive the requirement that 50 percent amount of all
proceeds received by Dex Media in connection with its initial
public offering (IPO) of common stock be used to prepay
indebtedness under its subsidiaries credit facilities.  The
amendments will be effective immediately upon the consummation of
the expected IPO.

Each of Dex Media East LLC's new tranche A term loan facility and
tranche B term loan facility has been priced at LIBOR plus 200
basis points. Each of Dex Media West LLC's new tranche A term loan
facility and tranche B term loan facility has been priced at LIBOR
plus 200 basis points and LIBOR plus 225 basis points,
respectively.  The new tranche A term loan for each subsidiary is
subject to further pricing decrease if certain leverage ratios are
achieved.

The new credit facilities will have the same maturity dates as the
previous facilities.  Dex Media East LLC's tranche A facility will
mature on November 8, 2008 and the tranche B facility will mature
on May 8, 2009.  Dex Media West LLC's tranche A and tranche B
facilities will mature on September 9, 2009 and March 9, 2010,
respectively.

                    About Dex Media, Inc.

Dex Media, Inc. is the indirect parent company of Dex Media East
LLC and Dex Media West LLC.  Dex Media, Inc., through its
subsidiaries, provides local and national advertisers with
industry-leading directory and Internet solutions.  As the
exclusive, official publisher for Qwest Communications
International Inc., in the Dex East states (Colorado, Iowa,
Minnesota, Nebraska, New Mexico, North Dakota and South Dakota)
and the Dex West states (Arizona, Idaho, Montana, Oregon, Utah,
Washington and Wyoming), Dex Media's subsidiaries published 259
directories in 2003, excluding the 13 directories moved from
December 2003 to early 2004.  As the world's largest privately
owned incumbent directory publisher, Dex Media's subsidiaries
produced and distributed over 43 million print directories and CD-
ROMs.  Its Internet directory, DexOnline.com (formerly
QwestDex.com), receives more than 96 million annual searches.

Dex Media East -- As the exclusive, official publisher of Qwest
Communications International Inc. in the Dex East states, Dex
Media East published 147 directories in 2003.  As the sixth
largest U.S. directory publisher, Dex Media East distributed 20
million print directories, reaching consumers with accurate,
complete and trusted information.  Our directory information is
also available online at DexOnline.com and on CD-ROM.

As reported in the Troubled Company Reporter's June 18, 2004
edition, Fitch Ratings affirmed these ratings on Dex Media's
subsidiaries, Dex Media East LLC (DXME) and Dex Media West LLC
(DXMW):

   DXME

     --$1.1 billion senior secured credit facility 'BB-';
     --$450 million senior unsecured notes due 2009 'B';
     --$525 million senior subordinated notes due 2012 'B-'.

   DXMW

     --$2.1 billion senior secured credit facility 'BB-';
     --$385 million senior unsecured notes due 2010 'B';
     --$780 million senior subordinated notes due 2013 'B-'.

In addition, Fitch has assigned a 'CCC+' rating to the holding
company's, Dex Media Inc., $500 million 8% notes due 2013 and its
$750 million 9% aggregate principal discount notes due 2013, which
has a current accreted value of $512 million. Approximately $6.3
billion of debt is affected by Fitch's actions. The Rating Outlook
is Stable.


DIGITAL LIGHTWAVE: Jabil Circuit Agrees to Settle Debt Default
--------------------------------------------------------------
Effective as of May 11, 2004, Digital Lightwave, Inc. entered into
a settlement agreement with Jabil Circuit, Inc. as to Digital's
outstanding note obligations to Jabil, which had been in default.

Pursuant to the terms of the Settlement Agreement, Digital
executed two renewal promissory notes in favor of Jabil totaling
approximately $5.2 million, which notes mature on December 31,
2005. In addition, Digital and Jabil have agreed to dismiss the
two lawsuits filed by Jabil in 2003. Jabil has also agreed to
continue to provide manufacturing services to Digital. The terms
of the Settlement Agreement supersede and control over the
forbearance agreement entered into by Digital and Jabil in May
2003.

Pursuant to the Settlement Agreement, Digital (i) executed a
renewal promissory note in the original principal amount of
$3,011,404 to renew an existing promissory note in favor of Jabil
and (ii) executed a renewal promissory note in the original
principal amount of $2,227,500 to renew a second existing
promissory note in favor of Jabil. Each of the Renewal Notes bears
interest at a rate of six percent (6.0%) per year. Under the
Renewal A/R Note, Digital made a payment to Jabil of $100,000 on
May 13, 2004 on the Renewal A/R Note, and is required to make a
payment of $150,000 on each of July 1, 2004, October 1, 2004,
January 1, 2005, April 1, 2005, July 1, 2005 and October 1, 2005
and a payment of all outstanding principal and interest on
December 31, 2005. Under the Renewal Inventory Note, Digital is
required to make a payment of $400,000 on July 1, 2004, a $400,000
payment on October 1, 2004 and a payment of all outstanding
principal and interest on December 31, 2005. If Digital or a third
party pays for any amount due by Digital to Jabil for component
inventory, work-in-process inventory, or finished goods inventory
that exists and is in Jabil's possession as of May 11, 2004, the
amounts paid to Jabil will be credited to reduce the amount owed
by Digital under the Renewal Inventory Note. Each of the Renewal
Notes may be prepaid at any time and each of the Renewal Notes
provides for the acceleration of all amounts due upon the
occurrence of certain events of default described in the Renewal
Notes.

Pursuant to the Settlement Agreement, Digital also placed a
purchase order with Jabil and made a cash payment on May 13, 2004
to Jabil in the amount of $1,391,000 for the following: (a)
$170,000 for amounts due for recent purchase orders; (b) $100,000
as payment on the Renewal A/R Note; (c) $617,000 as a payment on
the Renewal Inventory Note, provided that Digital will be given
credit on the amount due on the Initial Purchase Order up to
$617,000 to the extent that Existing Inventory is used to complete
the Initial Purchase Order; and (d) $504,000 as a deposit on the
Initial Purchase Order; provided, that if $617,000 of Existing
Inventory is not used by Jabil to complete the Initial Purchase
Order, Digital is required to pay an additional amount to Jabil on
the Initial Purchase Order equal to $617,000 less the value of the
Existing Inventory used by Jabil to complete the Initial Purchase
Order.

Under the terms of the Settlement Agreement, Jabil agreed to
reevaluate Digital's financial condition as of January 2005 and to
offer Digital credit terms similar to those offered by Jabil to
other customers with a similar financial condition and business
relationship with Jabil. The Settlement Agreement also provides
that Digital is required to prepay any non-cancellable portion of
new inventory purchased by Jabil based on purchase orders issued
by Digital for all purchase orders dated prior to January 1, 2005.

              About Digital Lightwave, Inc.

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


DII INDUSTRIES: Asks for Sept 16 Lease Decision Deadline Extension
------------------------------------------------------------------
When DII Industries, LLC and its Kellogg Brown & Root affiliates
filed for chapter 11 protection, they were lessees under
approximately 30 unexpired prepetition non-residential real
property leases, pertaining to wide-ranging segments of the
Debtors' vast business operations.  Michael G. Zanic, Esq., at
Kirkpatrick & Lockhart, LLP, in Pittsburgh, Pennsylvania, states
that given the importance of the Leases to the Debtors' continued
operations, it would not be prudent to assume or reject these
Leases until it is finally determined that the Debtors' Chapter 11
Plan will be confirmed.  Absent an extension of the period within
which they may reject and assume the Leases, the Debtors may be
forced to assume the Leases prematurely, which could lead to the
creation of unnecessary administrative claims against their
estates in the unlikely event that their Plan is not confirmed and
their Chapter 11 cases fail to achieve the swift and orderly
resolution they expect.

Accordingly, the Debtors ask the Court to extend their Lease
Decision Deadline to the earlier of the Confirmation Date or
September 16, 2004.

Mr. Zanic assures the Court that pending confirmation of the
Plan, the Debtors have been and will continue to be in full
compliance with all the terms of the Leases, and will continue to
pay all rent and other accruing charges under the Leases as and
when due.  Any lessor that feels aggrieved by the Debtors' desire
to wait until Plan Confirmation to assume the Leases may request
that the Court fix an earlier date by which the Debtors must
assume or reject its unexpired Lease in accordance with Section
365(d)(4) of the Bankruptcy Code.

The Court will convene a hearing on July 21, 2004 to consider
the Debtors' request.  By application of Local Bankruptcy Rule
9013-6 for the Western District of Pennsylvania, the Debtors'
Lease Decision Period is extended until the disposition of the
Debtors' request.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DII/KBR: Fires Jack Stanley Citing Business Conduct Violations
--------------------------------------------------------------
Halliburton (NYSE: HAL) announced that it is terminating all of
its relationships with Mr. A. Jack Stanley. Mr. Stanley most
recently served as a consultant and chairman of KBR. Mr. Stanley
served in several management capacities since joining the M.W.
Kellogg organization in 1975. M.W. Kellogg was acquired by Dresser
Industries Inc. in 1988 and Halliburton acquired Dresser in 1998.
KBR also announced that another consultant and former employee of
M.W. Kellogg, Ltd., a joint venture in which KBR has a 55%
interest, is also being terminated.

The terminations occurred because of violations of Halliburton's
and Dresser's codes of business conduct that, to Halliburton's
knowledge, involve the receipt by these persons of improper
personal benefits. Evidence of these violations was uncovered in
connection with the previously disclosed investigation related to
the construction and subsequent expansion by TSKJ of a natural gas
liquefaction facility in Nigeria.

"While we do not know all of the facts related to the issue, we
are taking these actions in response to the facts that we do have
and to protect our investors, employees, customers and vendors as
several investigations proceed," said Dave Lesar, chairman,
president and chief executive officer, Halliburton. "It is
important to the company that clients, suppliers and host
countries know Halliburton's Code of Business Conduct is expected
to be followed in every country in which the company operates."

As previously reported, TSKJ and other similarly owned entities
have entered into various contracts to build and expand the
Nigerian LNG project. TSKJ is a private limited liability company
registered in Madeira, Portugal whose members are Technip SA of
France, Snamprogetti Netherlands B.V., which is an affiliate of
ENI SpA of Italy, JGC Corporation of Japan, and KBR, each of which
owns 25% of the venture.

Halliburton continues to cooperate with the United States
Department of Justice and the SEC in connection with these
matters, and its own internal investigation is continuing. The
Company noted, however, that it does not believe it has violated
the Foreign Corrupt Practices Act, although there can be no
assurance that the government or the Company's internal
investigation will not conclude otherwise. As a result of the
violations of Halliburton's Code of Business Conduct, however, the
Company announced that it will ask TSKJ to terminate immediately
all services of TSKJ's agent, Tri-Star Investments, and to pursue
all available legal remedies against the agent.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com/

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.


DIRECTED ELECTRONICS: American Capital Invests $74 Million
----------------------------------------------------------
American Capital Strategies Ltd. (Nasdaq: ACAS) announced it has
invested $74 million in the recapitalization of Directed
Electronics Inc., a diversified consumer electronics company and
the world's largest designer and marketer of consumer branded
vehicle security and convenience systems.  American Capital's
investment takes the form of senior and junior subordinated debt.  
Wachovia Capital Markets LLC, CIBC World Markets LLC and a senior
bank syndicate are providing a senior credit facility.  Company
management retains an equity investment in Directed Electronics.  
Trivest Partners LP is majority owner.

"We are pleased that Trivest came to us to help them execute a
recapitalization of one of their portfolio companies," said
American Capital COO Ira Wagner.  "Our investment with Trivest is
our 10th new sponsor relationship in the last twelve months."

American Capital has invested over $1.1 billion in the last twelve
months and over $400 million year to date.  For more information
about American Capital's portfolio, go to
http://www.acas.com/our_portfolio/our_portfolio.cfm/

"American Capital is investing in an industry leader with a strong
and experienced management team and significant barriers to
entry," said American Capital Managing Director Brian Graff.  
"Directed has a portfolio of approximately 95 patents and 250
trademarks, a diverse and scalable customer base, a significant
direct to retailer distribution system and a strong multi-brand
strategy."

The company's products include vehicle security systems, GPS
tracking units and keyless entry devices that are marketed under
brands such as Viper, Clifford, Python and Hornet and home and car
audio systems marketed under a/d/s, Precision Power, Orion and
Xtreme.  Directed is primary supplier to more than 3,000
retailers, including small specialty retailers as well as
prominent regional and national retailers such as Best Buy,
Tweeter and Auto Express and sells direct to retailers in the
United Kingdom and through 45 distributors in more than 50 other
countries.  Headquartered in Vista, CA, Directed has more than 200
employees and has experienced sales and EBITDA growth every year
since its inception in 1982, with sales of approximately $140
million in 2003.

"American Capital was able to step up to the plate when we needed
a partner who could appreciate our needs and the needs of our
portfolio company," said Trivest Partner and COO Troy Templeton.  
"They were thorough, timely and hard working."

As of May 31, 2004, American Capital shareholders have enjoyed a
total return of 219% since the Company's IPO -- an annualized
return of 19%, assuming reinvestment of dividends.  American
Capital has declared a total of $14.52 per share in dividends
since its August 1997 IPO.

American Capital is a publicly traded buyout and mezzanine fund
with capital resources of approximately $3 billion. American
Capital is an investor in and sponsor of management and employee
buyouts; invests in private equity sponsored buyouts, and provides
capital directly to private and small public companies. American
Capital provides senior debt, mezzanine debt and equity to fund
growth, acquisitions and recapitalizations.

Companies interested in learning more about American Capital's
flexible financing should contact Mark Opel, Senior Vice
President, Business Development, at (800) 248-9340, or visit our
website at http://www.AmericanCapital.com/

Trivest Partners is a Miami, Florida based private investment firm
and leading provider of equity for middle market corporate
acquisitions, recapitalizations and growth capital financings.  
Since its founding in 1981, Trivest Partners has sponsored more  
than 115 acquisitions and recapitalizations, totaling in excess of
$2.4 billion in value.  Trivest invests primarily in four market
segments - consumer products, business services, niche
manufacturers and healthcare companies.  The firm has a long
history of successful consumer oriented investments such as
Directed Electronics.  Other consumer products investments include
Aero Products International Inc., maker of the popular AeroBed,
Brown Jordan International Inc., premier designer, manufacturer
and marketer of fine contract and retail furnishings, and Sun
Pharmaceuticals Ltd., manufacturer and marketer of sun and skin
care products under the Banana Boat brand name.

Directed Electronics, the world's largest designer and marketer of
consumer branded, professionally installed, electronic automotive
vehicle security and convenience systems.

                       *   *   *

As reported in the Troubled Company Reporter's June 14, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to Vista, California-based Directed
Electronics Inc. At the same time, Standard & Poor's assigned its
'B+' senior secured bank loan rating and '3' recovery rating to
Directed Electronics' proposed $138 million of senior secured
credit facilities. The debt rating and recovery rating indicate
the likelihood of a meaningful recovery of principal (50%-80%) in
the event of default or bankruptcy, based on an assessment of the
company's enterprise value.

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


D.R. HORTON: Increases Revolving Credit Facility to $1.21 Billion
-----------------------------------------------------------------
D.R. Horton, Inc. (NYSE: DHI) announced that it has increased its
unsecured revolving credit facility to $1.21 billion from
$1 billion.

Donald R. Horton, Chairman of the Board, said, "We appreciate the
continued support of our lenders as we increase our revolving
credit facility. The increase will give us additional flexibility
in our capital structure as we deliver our record backlog and
position the Company for future growth."

Founded in 1978, D.R. Horton, Inc. is engaged in the construction
and sale of high quality homes designed principally for the entry-
level and first time move-up markets.  D.R. Horton currently
builds and sells homes in 21 states and 51 markets, with a
geographic presence in the Midwest, Mid-Atlantic, Southeast,
Southwest and Western regions of the United States.  The Company
also provides mortgage financing and title services for homebuyers
through its mortgage and title subsidiaries.

                         *   *   *

As reported in the Troubled Company Reporter's February 17, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit and senior debt ratings on D.R. Horton Inc. to 'BB+' from
'BB'. At the same time, the outlook is revised to stable from
positive. The rating actions impact approximately $2.75 billion in
outstanding debt.

"The upgrade acknowledges Horton's commitment to an organic growth
strategy and lower leverage levels over the past year, which has
materially improved the company's financial profile. This well-
diversified national homebuilder's above-average margins improved
over the past year as well, and efforts to strengthen inventory
turns continue," said Standard & Poor's credit analyst Elizabeth
Campbell.


EL PASO: Sells Utility Contract Funding to Bear Stearns for $21M
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that it has closed the
sale of 100 percent of its equity interests in Utility Contract
Funding (UCF) to Bear Stearns' Houston Energy Group, via a wholly
owned subsidiary of The Bear Stearns Companies Inc., for
approximately $21 million. UCF assets include a power contract
that was restructured as part of the company's previous power
restructuring activities. El Paso will take a pre-tax charge of
approximately $100 million on this sale based on the company's
investment in the equity of this entity. The transaction will
eliminate approximately $815 million of non-recourse debt
associated with UCF that El Paso currently consolidates.

                      About the Company

El Paso Corporation provides natural gas and related energy
products in a safe, efficient, dependable manner. The company owns
North America's largest natural gas pipeline system and one of
North America's largest independent natural gas producers.

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.

For more information, visit http://www.elpaso.com/


ENRON CORPORATION: Rejecting 18 Executory Contracts
---------------------------------------------------
The Enron Corporation Debtors notify the Court that they will
reject 18 executory contracts:

   1. Drug Testing Services Agreement, dated January 1, 1993,
      between Enron Corporation and Quest Diagnostics.  
      Effective Date of rejection is September 30, 2004;

   2. Master Agreement for Commercial Printing, Business Forms,
      Warehousing and Distribution Services, dated May 15, 1998,
      between Enron and Moore North America, Inc.  Effective
      Date of rejection is December 31, 2004;

   3. Agreement for Project Services, dated March 2, 2000,
      between Enron and Greystone Health Sciences Corporation.  
      Effective Date of rejection is September 30, 2004;

   4. Drug Testing Services Agreement, dated December 21, 1992,
      between Enron and Greystone Heal Services Corporation.  
      Effective Date of rejection is September 30, 2004;

   5. Drug and Alcohol Screening Services Agreement, dated
      October 16, 1997, between Enron and Examination Management
      Services, Inc.  Effective Date of rejection is
      September 30, 2004;

   6. Portable Software Corporation Volume License Agreement,
      dated April 17, 1998, between Enron and Concur
      Technologies, Inc.  Effective Date of rejection is
      September 30, 2004;

   7. Facilities/Operations Personnel Services Agreement, dated
      May 16, 2000, between Enron Properties & Services
      Corporation and EASI Document Integration, LP.  Effective
      Date of rejection is December 31, 2004;

   8. Equipment Lease and Services Agreement, dated August 21,
      1998, between Enron Property and Pitney Bowes Credit
      Corporation.  Effective Date of rejection is October 31,
      2004;

   9. Fire Protection Services Agreement, dated March 28, 1996,
      between Enron Property and Grinnell Fire Protection
      Systems Company.  Effective Date of rejection is
      October 31, 2004;

  10. Millennium Restatement of Master Agreement for
      Construction Services, dated February 8, 2001, between
      Enron Property and Grinnell Fire Protection Systems
      Company.  Effective Date of rejection is October 31, 2004;

  11. Master Agreement for Construction Services, dated
      August 12, 1994, between Enron Property and EMCO/Gowan,
      Inc.  Effective Date of rejection is October 31, 2004;

  12. Generator Inspection and Repair Agreement, dated
      August 13, 1993, between Enron Property and Steward &
      Stevenson Services, Inc.  Effective Date of rejection is
      December 31, 2004;

  13. Water Treatment Services Agreement, dated November 29,
      1995, between Enron Property and Nalco Chemical Company.  
      Effective Date of rejection is October 31, 2004;

  14. Millennium Restatement of Master Agreement for
      Construction Services, dated January 30, 2001, between
      Enron Property and Keith Plumbing & Heating Company.  
      Effective Date of rejection is October 31, 2004;

  15. Software License and Services Agreement, dated June 21,
      1999, between Enron and Siebel Systems, Inc.  Effective
      Date of rejection is September 1, 2004;

  16. Millennium Restatement of Master Agreement for
      Construction Services, dated December 11, 2000, between
      Enron Property and C.W. Henderson Electric, Inc.  
      Effective Date of rejection is October 31, 2004;

  17. Security Services Agreement, dated September 20, 2000,
      between Enron Property and The Wackenhut Corporation.  
      Effective Date of rejection is September 30, 2004; and

  18. LISA98 Software System Contract, dated October 31, 2000,
      between Enron and Lisa Technologies, Inc.  Effective Date
      of rejection is September 30, 2004. (Enron Bankruptcy News,
      Issue No. 112; Bankruptcy Creditors' Service, Inc., 215/945-
      7000)


ENRON CORP: Asks Court to Authorize NuCoastal Purchase Agreement
----------------------------------------------------------------
Debtors Enron Corporation, Enron Operations Services, LLC, and
Enron Transportation Services, LLC, and non-debtor affiliate EOC
Preferred, LLC -- the Sellers -- ask the Court to authorize:

   (a) them to enter into the Purchase Agreement, dated May 21,
       2004, with NuCoastal, LLC, or to the winning bidder at the
       auction for the sale of all of the issued and outstanding
       membership interests in CrossCountry, LLC, free and clear
       of all Liens and Claims; and

   (b) the consummation of the contemplated transactions.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that commencing in August 2002, Enron engaged in
extensive marketing efforts to sell certain of its core domestic
and international assets.  However, unsatisfactory bids caused
Enron to suspend the marketing process for the separate assets
and pursue the formation of holding companies of these assets.

On May 22, 2003, Enron formed CrossCountry Energy Corporation,
Enron Transportation Services Company and Enron Operations, LP,
as the intended holding company for its domestic gas pipeline
assets.

CrossCountry directly or indirectly owns, inter alia:

   (i) beneficially an aggregate of 1,000 shares of common
       stock, par value $0.01 per share, of Transwestern
       Pipeline Company, which constitutes 100% of the issued
       and outstanding shares of capital stock of Transwestern;

  (ii) an aggregate of 500 shares of Class B common stock, par
       value $1 per share, of Citrus Corporation, which
       constitutes 50% of the issued and outstanding shares of
       Citrus capital stock;

(iii) an aggregate of 400 shares of common stock, par value $10
       per share, of Northern Plains Natural Gas Company, which
       constitutes 100% of the issued and outstanding shares of
       capital stock of Northern Plains;

  (iv) 1,000 shares of common stock, par value $1 per share, of
       NBP Services Corporation, which constitutes 100% of the
       issued and outstanding shares of NBP Services capital
       stock; and

   (v) 100% of the membership interests of CrossCountry Energy
       Services, LLC.

In conjunction with the marketing of the Equity Interest, the
Debtors determined that it was necessary to estimate the value of
the Equity Interest.  Accordingly, The Blackstone Group, LP, one
of the Debtors' financial advisors, and the Sellers formulated a
valuation of the Equity Interest.  The Sellers and Blackstone
estimated that the value of the Equity Interest, as of
December 31, 2003, is between $1,410,000,000 and $1,571,000,000.

Subsequent to the decision to form CrossCountry, Mr. Sosland
reports that Enron received multiple unsolicited indications of
interest to purchase CrossCountry as a whole.  Multiple parties
submitted preliminary indications of interest; three of which
developed into detailed discussions.  Enron provided access for
these interested parties to data room materials and
CrossCountry's management to allow them to finalize their
proposals.  Extensive negotiations were undertaken with each
interested party, including the negotiation and drafting of three
concurrent purchase agreements with potential bidders, including
NuCoastal.

After extensive and substantial arm's-length negotiations, the
Sellers have reached an agreement to sell the Equity Interest to
NuCoastal pursuant to the Purchase Agreement.  NuCoastal is owned
by affiliates of Kenso & Company, ArcLight Capital Partners LLC,
Citigroup and Oscar S. Wyatt, Jr.

                     The Purchase Agreement

The salient terms of the Purchase Agreement are:

A. Equity Interest

   The Sellers will effect a sale of all the issued and
   outstanding membership interests of CrossCountry, free and
   clear of all Liens and Claims to the extent permitted under
   Section 363 of the Bankruptcy Code.

B. Purchase Price

   The purchase price for the Equity Interest will be
   $2,205,600,000, less the Transwestern Debt Amount as of the
   Closing Date, subject to certain purchase price adjustments.
   The Purchase Price is to be paid to each Seller pro rata in
   accordance with its Percentage Interest.

C. Purchase Price Adjustments

   The Purchase Price will be adjusted upward or downward for:

   (1) the net change in the working capital of Transwestern
       from January 1, 2004 until Closing;

   (2) the amount of all capital contributions made by the
       Sellers or their Affiliates to Northern Plains Group
       Companies or Northern Border Companies for the period
       from January 1, 2004 to the Closing; and

   (3) 50% of the amount of all contributions made by Citrus or
       any of its subsidiaries to Citrus Trading from
       December 31, 2003 to the Closing Date, less 50% of the
       positive net proceeds from the termination, transfer or
       assignment of any Citrus Trading Gas Contract from
       May 21, 2004 to the Closing Date, but not to an amount
       less than zero.

   The estimated Purchase Price Adjustment will equal the sum of:

   (1) the Estimated Working Capital, minus
   (2) the Beginning Working Capital, plus
   (3) the Northern Capital Contribution Amount, minus
   (4) the Citrus Contribution Amount.

D. Closing

   The Closing is to take place on the later of:

   (a) the second business day after the date on which the
       conditions to the Closing have been satisfied or waived
       by the party entitled to waive the condition; and

   (b) the 30th day after the Sellers give notice to NuCoastal
       of the sale they anticipate all conditions will be
       satisfied or waived.

E. Termination

   Either party may terminate the Purchase Agreement prior to
   Closing:

   (1) by mutual written consent;

   (2) if Closing has not occurred on or before December 17,
       2004;

   (3) if any applicable law makes consummation of the
       transactions illegal or otherwise prohibited; or

   (4) if the Sellers execute a definitive agreement for an
       Alternative Transaction;

   (5) 90 days after the Bidding Procedures Order, if the
       Sellers have not selected a Winning Bidder; or

   (6) upon the public announcement of the Seller's decision not
       to effect a sale of the Equity Interest and instead to
       effect a Distribution.

   The Purchase Agreement provides for other termination
   provisions.

F. Indemnities

   Pre-Closing representations, warranties and covenants, except
   for certain tax-related representations and warranties set
   forth in the Purchase Agreement, survive Closing until the
   later of June 30, 2005 and six months after the Closing Date.

   Each party agrees to indemnify the other party's Indemnified
   Parties for breach of any representation, warranty and
   Pre-Closing Covenant; provided that any Losses are subject to
   a $15,000,000 aggregate deductible and capped at $50,000,000.

   The Sellers also indemnify NuCoastal, up to the Purchase
   Price Amount, for:

   (a) covered taxes and losses arising out of any Benefit
       Arrangement sponsored by the Sellers or their ERISA
       Affiliates, limited to the circumstances provided in the
       Purchase Agreement;

   (b) losses relating to the Sellers' investment or ownership
       interest in Transportadora de Gas del Sur S.A.; and

   (c) with respect to Citrus Trading Gas Contracts not
       terminated, transferred or assigned pursuant to the
       Citrus Trading Gas Contract Indemnification Agreement.

F. Deposit

   NuCoastal deposited one or more irrevocable letters of credit
   aggregating $25,000,000 as security deposit.  If NuCoastal is
   selected as the Winning Bidder at the Auction, it will have
   the option to deliver Additional Letters of Credit amounting
   to $30,000,000.

G. Break-Up Fee

   NuCoastal's claim for Break-Up Fee for $25,,000,000, to the
   extent due and payable, constitutes an Allowed Administrative
   Expense Claim.  Each Seller is liable for its pro rata share
   of the Break-Up Fee.

                        Regulatory Matters

According to Mr. Sosland, certain of CrossCountry's assets are
subject to the jurisdiction of several regulatory agencies,
including the Federal Communications Commission.  The Purchase
Agreement is subject to certain regulatory approvals that are
estimated to require five to seven months to obtain.  The
regulatory approvals include those from the FCC and those
pursuant to the Hart-Scott-Rodino Anti-Trust Improvements Act of
1976, as amended, and the rules and regulations it promulgated.

                        The Put Agreement

Pursuant to the Motion and Order creating CrossCountry, Enron and
ETSC, now known as ETS, entered into a Put Agreement, dated
December 31, 2003.  Pursuant to the Put Agreement, Enron granted
ETSC certain put rights with respect to the shares of
CrossCountry Corp.

Upon Closing of the Purchase Agreement, Mr. Sosland relates that
the purposes of the Put Agreement will have been satisfied.  
However, the Put Agreement does not contain a provision stating
that it terminates upon a sale of ETS's portion of the Equity
Interest.  Accordingly, to facilitate the sale of the Equity
Interest, the Sellers further seeks the Court's authority to
terminate the Put Agreement upon Closing, without further Court
order.

Pursuant to Section 363 of the Bankruptcy Code, Mr. Sosland
contends that the sale should be authorized because:

   (a) other than the DIP Liens and the potential claims of the
       Pension Benefit Guaranty Corporation, if any, the Debtors
       are not aware of any liens or claims against the Equity
       Interests;

   (b) the Sellers and NuCoastal have been extensively
       negotiating the terms of the Purchase Agreement at arm's
       length and in good faith since January 2004;

   (c) selling the Equity Interest will result in maximizing its
       value for the Sellers, the Debtors and their estates and
       creditors; and

   (d) the Sellers have extensively marketed the Equity Interest
       at various times beginning in late 2002 and will widely
       publicize the Auction of the Equity Interest.  (Enron
       Bankruptcy News, Issue No. 113; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


ENVIRONMENTAL LAND: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Environmental Land Technology, Ltd.
        1221 24th Street, North West, Suite 805
        Washington, District of Columbia 20037

Bankruptcy Case No.: 04-00926

Chapter 11 Petition Date: June 8, 2004

Court: District of Columbia (Washington)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Donald A. Workman, Esq.
                  Foley & Lardner
                  3000 K Street, North West
                  Washington, DC 20007

Total Assets: $10 Million to $50 Million

Total Debts:  $50 Million to $100 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
James P. Doyle                Wages and              $40,000,000
1221 24th Street NW, Ste 805  Reimbursements
Washington, DC 20037

Robert Brennan                Promissory Note        $35,801,804
P.O. Box 1996
Sun Valley, ID 83353

Allan Carter                  Promissory Note         $3,100,000
1357 West Bloomington Dr.
North
Saint George, UT 84790

School and Institutional      Participation           $1,700,000
Trust Lands Administration    Agreement
675 East 500 South, Ste 508
Salt Lake City, UT 84102

Lee & Smith PC                Professional Services   $1,000,000
11 Canal Center Plaza
Suite 103
Alexandria, VA 22314

Steve S. Robson               Personal Loan              $60,000


ETHYL CORPORATION: Completes Formation of NewMarket Corporation
---------------------------------------------------------------
Ethyl Corporation (NYSE: EY) announced it has completed the
formation of its new holding company, NewMarket Corporation. The
stock of NewMarket Corporation will begin trading on the New York
Stock Exchange on Monday, June 21, 2004 under the trading symbol
"NEU". Ethyl Corporation's stock will cease trading as of the
close of business today. Each share of Ethyl Corporation stock was
automatically converted into one share of NewMarket Corporation
stock upon completion of the holding company formation.

    The officers of NewMarket Corporation are as follows:

    Bruce C. Gottwald - Chairman of the Board

    Thomas E. Gottwald - President and CEO

    David A. Fiorenza - VP, Treasurer and Principal Financial
                        Officer

    Steven M. Edmonds - VP-General Counsel

    Bruce R. Hazelgrove, III - VP-Corporate Resources

    Wayne C. Drinkwater - Controller and Principal Accounting
                          Officer

    M. Rudolph West - Secretary

The company also announced that it has restructured its term and
bank loans with conditions that it believes are more consistent
with the company's improved financial position. The restructured
facility consists of a $100 million revolving loan, which will
replace the existing term loan of approximately $40 million and
the previous revolver of $50 million. Details of this restructured
loan will be included in NewMarket's Quarterly Report on Form10-Q
for the quarter ending June 30, 2004.

                             *   *   *

As previously reported, Standard & Poor's Rating Services revised
its outlook on Ethyl Corp. to positive from stable as a result of
the company's continued debt reduction, favorable business
prospects and an improved financial profile. At the same time,
Standard & Poor's affirmed its 'B+/Positive/--' corporate credit
rating and other ratings on the company. Ethyl, based in Richmond,
Virginia, is a global manufacturer of fuel and lubricant additive
products and has about $222 million of debt outstanding.

The ratings reflect Ethyl Corp.'s below-average business profile
that reflects the highly competitive nature of the global
petroleum additives industry, exposure to volatile raw material
costs and the vagaries of economic cycles, offset by an improved
financial profile following the company's recent refinancing and
continued debt reduction efforts. Petroleum additives are
specialty chemicals that improve the performance of fuels,
automotive crankcase oils, transmission and hydraulic fluids,
and industrial engine oils.


FEDERAL-MOGUL: Agrees to Extend EPA Claims Bar Date to August 26
----------------------------------------------------------------
The Federal-Mogul Corporation Debtors and the United States
Environmental Protection Agency resolved a variety of issues
arising out of the environmental claims held by the United States
Government, and agreed on a variety of terms.  The EPA is
reviewing the terms of the global settlement and expects to begin
the process of attempting to obtain the necessary approval.  The
parties continue to address the issues arising out of the
environmental claims held by certain state government and private
parties to determine their participation in the global settlement.

The Debtors, subsequently, agree to allow the EPA more time to
prepare its claims.  The parties agree to extend the Claims Bar
Date to August 26, 2004 at 4:00 p.m.

The Debtors believe that the additional time will facilitate the
process of reaching a global settlement and may result in
significant cost savings if the claims can be resolved
consensually.  All other provisions of the Bar Date Order will
remain in full force and effect.

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


FEDERAL-MOGUL: UAW Members Ratify New Four-Year Agreement
---------------------------------------------------------
UAW Local 2017 members ratified a new four-year contract with
Federal-Mogul in voting conducted Saturday morning. The agreement
covers 242 production workers at the Federal-Mogul plant in
Greenville, Mich.

"UAW Local 2017 members made the tough choices necessary to
keeping Federal-Mogul in Greenville," said UAW Region 1D Director
Don Oetman.

"Saturday's vote is important not only for theses workers and
their families, but for the entire Greenville community."

Noting that health care was one of the most difficult issues in
the negotiations, Oetman said, "Our nation's broken health care
system is putting tremendous pressures on working families and
businesses. If we're serious about keeping good manufacturing jobs
in Michigan and America, we have to develop a national solution to
the crisis in health care costs."

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


FIBERMARK: Employing Weiser as its Restructuring Accountants
------------------------------------------------------------
FiberMark, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District Of
Vermont to hire and employ Weiser LLP as its restructuring
accountants.

The Debtors expect Weiser to:

   a) assist management in the preparation of reports or filings
      as required by the Bankruptcy Court or the Office of the
      U.S. Trustee, including monthly operating reports;

   b) assist management in the preparation of reports to secured
      and unsecured creditors and other stakeholders;

   c) assist management in the preparation of short-term cash
      flow forecasts and longer-term projections;

   d) assist management in the preparation of key employee
      retention plans;

   e) assist management in the analysis of reclamation claims;

   f) attend meetings including the Debtors, creditors, their
      attorneys and consultants, and federal and state
      authorities, if required;

   g) assist management in preparation of a liquidation analysis
      for purposes of the plan of reorganization;

   h) provide expert testimony on the results of Weiser's
      findings; and

   i) provide other assistance as requested by the Debtors'
      bankruptcy counsel or the Debtors' management.

James Horgan reports that Weiser's standard hourly rates range
from:

         Designation                Billing Rate
         -----------                ------------
         Partners                   $312 - $400 per hour
         Senior Managers/Directors  $264 - $312 per hour
         Managers                   $204 - $264 per hour
         Seniors                    $168 - $204 per hour
         Assistants                 $108 - $132 per hour
         Paraprofessionals          $ 72 - $132 per hour

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for  
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.  
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D. J.
Baker, Esq., David M. Turetsky, Esq., Rosalie Walker Gray, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $329,600,000 in total
assets and $405,700,000 in total debts.


FINE BUILDERS LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Fine Builders, LLC
        201-205 Ninth Street
        San Francisco, California 94103

Bankruptcy Case No.: 04-31648

Chapter 11 Petition Date: June 9, 2004

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Heather A. Dagen, Esq.
                  Law Offices of Macdonald and Assoc.
                  2 Embarcadero Center #1670
                  San Francisco, CA 94111-3930
                  Tel: 415-362-0449

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


FLEMING COS: Madison, et al., Sue for Fraud & Breach of Contract
----------------------------------------------------------------
Madison Foods, Inc., operates a grocery store located at 4357
N.E. Chateau Trafficway (I-35 and Chouteau) Kansas City, Clay
County, Missouri.  Larry J. Heng and Jane A. Heng reside in
Kansas City, Missouri, own all of the stock of Madison, and are
the officers and directors of Madison.

Before being contacted by representatives of Fleming Companies,
Inc., Madison operated five grocery stores in Nebraska.  In July
1999, Fleming sought out Larry Heng and offered to sell grocery
stores owned or operated by Fleming.  In September 1999,
Fleming's representatives again contacted the Hengs and solicited
them to enter into a transaction whereby they would purchase and
operate a grocery store under the name "Festival Foods," a
registered trademark or brand name owned by Fleming.  Fleming
explained that Festival Foods was going to be a new concept for
grocery stores in the Kansas City area which Fleming would
promote.

At Fleming's request, the Hengs met with Fleming representatives
Jack Hubbs, President, Kansas City Division, and Andy Anderson,
President, Midwest Region, on numerous occasions.  The Hengs also
met with other Fleming employees, agents and representatives.

                      Fleming's Promises

Fleming promised the Hengs that it would have no fewer than ten
stores in the Kansas City area in just five to seven years, and
showed the Hengs a map of the Kansas City area that identified
all the future locations for the Festival Food stores.  The first
Kansas City area Festival Foods store was to be located in a
shopping center located at I-35 and Chouteau Trafficway, Kansas
City, Missouri, which was owned by Chouteau Development Company,
LLC, a company 51% owned and controlled by Fleming.  Chouteau
Development controls and leases the Shopping Center to Fleming,
which it then subleases to retailers.

Fleming's representatives told the Hengs that the Shopping Center
was a "prime location."  But what the representatives didn't tell
the Hengs was that Fleming had tried for years, without success,
to recruit grocers in the Kansas City area to operate a grocery
store at the proposed site.  Fleming was unsuccessful because
those individuals were familiar with the Kansas City area and
knew Fleming could not support the planned operation.

At the time Fleming solicited the Hengs, Fleming was operating a
distribution center in Kansas City, from which it sold groceries
to retailers.  Unknown to the Hengs, Fleming needed to find a
grocer to open a large, high-volume store in the Kansas City
metropolitan area so that Fleming's distribution center would
increase its sales volume by selling groceries to the new
operation.  It was critical for Fleming to increase the
distribution center's sales volume so that Fleming would not have
to close the distribution center, which would result in a
significant financial loss to Fleming, and eliminate the Kansas
City division.

Fleming also needed to find a grocer to operate the Chouteau
location because the site was vacant, incurring expense and not
producing income.  Unknown to the Hengs, Fleming had to find an
operator for the grocery store as a prerequisite for any national
retailer's agreement to become an anchor store at the site.  An
anchor store was required if the Shopping Center was to become
profitable for Fleming.

                     Playing the Hengs Along

From September 1999 to July 2000, Fleming actively and
aggressively solicited the Hengs to operate Festival Foods at the
Chouteau location because they were unfamiliar with the Kansas
City market and could not verify Fleming's representations
regarding the market or the Festival Foods program.

Fleming required the Hengs and Madison to demonstrate that they
had $500,000 available for operating capital, even though Fleming
represented that the Hengs and Madison would not have to use the
funds to operate the store because Fleming would support the
Chouteau store until it was profitable.  Fleming knew that for
the Hengs and Madison to come up with the $500,000 Fleming
required, the Hengs would have to sell their stores and their
home in Nebraska.

Throughout the solicitation of the Hengs, Fleming repeatedly
assured them that Fleming "would not permit Festival Foods to
fail."  Fleming repeatedly referred to itself as financially
"solid"; "the #1 food wholesaler in the world"; and, claimed that
it would "support the single store until a network of Festival
Food stores" was developed in Kansas City.

Contrary to Fleming's representations, Fleming was in serious
financial trouble and did not have the intention or capability of
keeping promises made to induce the Hengs and Madison to operate
the Chouteau store.

To further induce the Hengs and Madison to operate Festival
Foods, Fleming made several additional material
misrepresentations and promises which it had no intention of or
capability of keeping, but upon which it intended the Hengs and
Madison to rely, including that:

       a. Fleming would support the Chouteau store until it was
          profitable, so that the $500,000 investment by
          the Hengs and Madison would not be required for
          operation other than for unforeseen short-term
          contingencies;

       b. Similar stores operating in other locations were
          successful due to Fleming's support, including
          the store in La Crosse, Wisconsin, which Fleming
          represented as doing $800,000 per week in business;

       c. The Chouteau store's weekly sales revenue would
          exceed $348,000, in the first year of operation;

       d. The store's costs would be at a level that would
          permit the store to be profitable and pay all
          obligations at sales revenue of $348,000 per week;

       e. The store's delivery or distribution cost would
          be less than 1% of the store's sales revenue;

       f. The Chouteau store's sales revenue would be
          sufficient for the store to be economically viable;

       g. $2,030,000 and $875,000 Notes to Fleming would be
          retired or forgiven over the seven-year term of the
          sublease;

       h. There would be no competitor to Festival Foods
          selling groceries or grocery store products at the
          Shopping Center;

       i. There was a national discount store which would
          immediately agree to construct and operate at the
          Shopping Center -- on the Hengs' time table -- if
          the Hengs and Madison agreed to operate the Choteau
          store;

       j. The national discount store would open simultaneously
          with Festival Foods, which would increase traffic
          flow and encourage sales at Festival Foods;

       k. There would be no fewer than ten Festival Food stores
          in the Kansas City area;

       l. The Chouteau location was the best location of the ten
          choices for stores, and that the Hengs would have the
          opportunity to operate other Festival Food stores in
          the Kansas City area;

       m. Fleming would provide indefinitely, at its expense,
          substantial radio, television, billboard and print
          advertising promoting Festival Foods, which it knew
          was essential to Festival Foods' success;

       n. Fleming would provide quality inventory on a timely
          basis;

       o. The Kansas City distribution center would remain open
          to timely and efficiently supply quality merchandise,
          and that there was no chance of the Kansas City
          division closing;

       p. The Hengs and Madison could a build fuel center at the
          site;

       q. Fleming would do "whatever it takes" to make Festival
          Foods successful and "would not let it fail"; and

       r. The contract documents, including the Guaranty signed
          by the Hengs, would be "torn up" if the Hengs and
          Madison went into default, but that Fleming would not
          let Madison or the Hengs go into default because it
          "would not let them fail."

                      The Feasibility Study

In reality, Fleming altered, manipulated, and materially
misrepresented a feasibility study for the sole purpose of
misleading the Hengs into believing that the Festival Foods
concept and the Chouteau location were economically viable, and
to induce them to operate the Chouteau store.

E-mail correspondence and other Fleming intra-company
communication reflect a directive by Fleming to be "very
creative" in projecting the sales revenue of Festival Foods
because it had been "most challenging to find a retailer to
operate this location because of the dramatic decline in sales
projection from the initial forecast."

Fleming's alteration, manipulation and misrepresentation of the
Feasibility Study included intentionally omitting over $400,000 a
year in costs which Fleming knew would be incurred as an integral
part of operating the Chouteau store.

                 Sales Costs Misrepresentations

Fleming required Madison and the Hengs to purchase a majority of
their groceries from Fleming.  Fleming represented that the
Chouteau store's cost of purchasing groceries from Fleming's
distribution center -- its delivery or distribution cost -- would
be less than 1% of the store's sales revenue.  Fleming made this
misrepresentation knowing that:

       -- other retailers' actual delivery costs had never been
          that low;

       -- it would be impossible for Madison and the Hengs'
          delivery costs to be less than 1%; and

       -- at the least the real delivery costs would be 3% to 4%
          of the store's sales revenue.

Fleming misrepresented costs and expenses to Madison and the
Hengs, including real estate taxes, delivery or distribution
costs, license fees and telephone expenses, to make the store
appear economically viable so the Hengs would agree to operate
it.  Fleming knew that if the Hengs learned the true cost in
operating the Chouteau store, they would not enter into an
agreement with Fleming.

Madison and the Hengs reasonably relied, to their detriment, on
Fleming's representations regarding the Feasibility Study and the
costs of operating the Chouteau store, and had no reason,
opportunity or means to investigate their accuracy.  In direct
and proximate reliance on the fraudulent misrepresentations made
by Fleming, the Hengs and Madison agreed to operate the Chouteau
store.

             Hundreds of Pages of Adhesive Contracts

Fleming provided the Hengs with hundreds of pages of pre-printed
contract documents which Fleming drafted, and which Fleming made
clear were non-negotiable.  Fleming provided the contract
documents only after the Hengs made commitments to sell their
stores in Nebraska so that they had no bargaining power.  After
the contract documents were fully executed, Fleming failed or
refused to provide the Hengs with copies, so that Madison and the
Hengs have only copies of partially executed documents.

The contract documents for the Chouteau Store, constituting an
integrated agreement, consisted of:

       a. Shopping Center Lease;

       b. Sublease Agreement;

       c. Letter executed on July 7, 2000, pertaining to
          renewal of the Sublease Agreement;

       d. Franchise Agreement;

       e. Facility Standby Agreement;

       f. $2,030,000 Demand Note;

       g. Letter executed on July 7, 2000, amending the
          $2,030,000 Demand Note;

       h. $875,000 Note;

       i. Letter executed on July 7, 2000, amending the $875,000
          Note;

       j. Continuing Guaranty Agreement signed by Larry J. Heng;

       k. Continuing Guaranty Agreement signed by Jane A. Heng;
          and

       l. Security Agreement.

The five-year Sublease was extended from five to seven years to
allow full amortization and repayment of the $2,030,000
Promissory Note over the term of the Sublease.  Fleming induced
the Hengs to sign the $2,030,000 Promissory Note, "or as so much
thereof as is advanced hereunder," which was to be repaid or
forgiven over the term of the Sublease when sales revenues met
projections.  Fleming misrepresented that it advanced tenant
improvements for $2,030,000 -- the amount of the Note -- when in
fact it advanced substantially less than that amount.  The
$2,030,000, was contrived by Fleming to comport with the number
it used in the Feasibility Study obtained by Fleming and relied
on by the Hengs.

Fleming, by and through Mr. Anderson and others, represented that
the $2,030,000 Note was to be paid solely from profits earned
from the operation of the Chouteau store and would extend the
Note if necessary so that the profits would retire the Note.

Fleming also required the Hengs to sign Continuing Guaranty
Agreements.  The Guaranty for Jane Heng was not even mentioned to
the Hengs until after they made binding agreements to sell their
Nebraska stores so they had no negotiating power.  Fleming told
the Hengs that they had no choice but to sign the Guaranty.  To
induce them to sign it, Fleming said it would be "torn up" if
Madison and the Hengs went into default, which Fleming
represented was its typical practice.

Based on Fleming's assurances and representations that it would
not enforce the Guaranty, the Hengs signed the Guaranty as part
of the integrated Agreement.

Fleming also insisted the Hengs to sign a purported "Waiver of
Liability" which was not bargained for.  Fleming told the Hengs
that they had to sign the Waiver, and induced them to sign it by
their misrepresentations regarding Fleming's easy-default policy.

                   Fleming's Superior Position

Fleming's bargaining position was far superior to that of the
Hengs, and Fleming presented the Agreement on a "take this or
nothing basis."  The inequality of the Agreement's terms in favor
of Fleming is so strong, gross and manifest, that the Agreement
is an unconscionable and unenforceable adhesion contract.  
Moreover, the Agreement does not comport with the Hengs'
reasonable expectations.

                     Truth Regarding Target

Long after the Agreement was signed, the Hengs and Madison
learned that no national discount retailer had been signed up and
that Target Corporation would agree to be an anchor store, only
if:

       -- Target was permitted to sell groceries in competition
          with Madison and the Hengs;

       -- if the Hengs and Madison were precluded from installing
          a fuel center at the site; and

       -- Target was given top billing on all advertising signs
          at the site.

All of this was contrary to prior and repeated representations
made by Fleming to the Hengs.

                      The Premature Opening

After the Agreement was signed, Madison and the Hengs learned
that Fleming, for its own purposes and benefit, required the
Chouteau store to open in May 2001, months before the opening of
Target.  This was contrary to prior representations made by
Fleming that a national discount retailer would open
simultaneously with the store.  Fleming insisted that the store
open in May 2001 because it needed the store to generate sales
revenue to bolster Fleming's second quarter projections for the
Kansas City area.

Fleming's requirement that the Chouteau store open in May 2001,
before Target's opening and before construction on an access
bridge near the store was complete, directly caused loss of
$500,000 in operating capital provided entirely by Madison and
the Hengs, as well as substantial additional losses.

                          Shoddy Goods

The Hengs and Madison, due to their competitive disadvantage,
made repeated requests for Fleming to provide advertising, but
Fleming refused to provide the advertising support it promised.  
After the Agreement was signed, Fleming failed or refused to
provide quality merchandise and inventory as promised.  Fleming
instead regularly dumped outdated, inferior quality of
merchandise on the Hengs, which Madison and the Hengs had to
accept to comply with the Facility Standby Agreement's
requirement that they purchase 52% of their inventory from
Fleming, or owe the $875,000 Forgiveness Note.  The Forgiveness
Note was to be forgiven even over a 15-year period if these
purchases were made.  The supply of inferior quality of
merchandise violated the Festival Foods concept promoted by
Fleming when it solicited the Hengs.

                       The Sale to Target

In 2003, Fleming closed the Kansas City distribution center,
which was contrary to prior representations made by Fleming to
Madison and the Hengs.  The closure of the warehouse has
increased the cost of operation for the Chouteau store and caused
delivery delays.  Fleming sold a portion of the shopping center
property to Target for $1,000,000, in exchange for which Target
obtained concessions from Fleming which were contrary to Madison
and the Hengs' contractual rights, adverse to their financial
interests, and contrary to Fleming's representations.

                           The Losses

Madison and the Hengs have invested substantial time, and over
$500,000 of their money, to operate the Chouteau store.  The
Chouteau store has not generated the sales promised by Fleming
because Fleming misrepresented operating costs and expected sales
revenue.  Fleming also failed and refused to fulfill its legal
and contractual obligations, making it impossible for the
Chouteau store to succeed and for the Hengs to perform under the
Agreement.

As of March 1, 2004, Fleming rejected the Shopping Center Lease
and Sublease, adversely and materially affecting Madison's
tenancy rights.  Fleming also rejected the Facility Standby
Agreement, rendering Madison's performance under the $2,030,000
and $875,000 Notes impossible.  Madison and the Hengs invested
more than $2,000,000 in start-up costs, leasehold improvements,
special-purpose furniture, fixtures and equipment -- all of which
was made substantially valueless by the rejection of the Lease.  
The rejection of the Lease also deprived the Hengs and Madison of
good will and any going concern value of the business.

Fleming's conduct has caused the Hengs and Madison to sustain
damages including lost investment, lost income and profits, lost
opportunities, and out-of-pocket expenses.  In addition, Fleming
has threatened to take action against the Hengs and Madison on
the Notes and Guaranty, which Fleming fraudulently induced them
to sign.

                           C&S's Role

C&S Wholesale Grocers, Inc., alleges that Fleming assigned to it
the $2,030,000 Note, and has threatened to take legal action
against Madison and the Hengs for alleged default.  Associated
Wholesale Grocers, Inc., alleges that C&S or Fleming assigned to
it the $875,000 Note, and also has threatened to take legal
action against Madison and the Hengs for alleged default.  
Whatever entity presently holds the Guaranty executed by the
Hengs is unknown.  Regardless, the Hengs contend that the
Guaranty is unenforceable because of Fleming's fraudulent
conduct, and Fleming's representations and assurances that the
Guaranty would not be enforced.

Surry Licensing, LLC, an affiliate of C&S through its Super Value
affiliate, as an intended assignee of the Festival Foods
franchise, may attempt to assert claims against the Hengs and
Madison.

Madison and the Hengs sue for fraud in the inducement, breach of
contract, estoppel, fraud, rescission and cancellation of all
documents other than the Lease and Sublease.  Madison and the
Hengs ask the Court to declare that:

       -- the collateral held by Madison is free and clear of any
          lien in favor of any of the defendants; and

       -- the Hengs may operate the grocery store at the Chouteau
          location under the name "Festival Foods."

Fleming's conduct was intentional, malicious, in conscious
disregard for the rights of Madison and the Hengs, and reflected
a conscious indifference to their rights.  Hence, Madison and the
Hengs also ask the Court for compensatory and punitive damages
estimated as between $3.5 million and $4.5 million to be set
aside in the Plan for these types of claims.

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)


FLEMING COS: Reaches Settlements with Wisconsin and Labor Unions
----------------------------------------------------------------
Motions have been filed in the U.S. Bankruptcy Court in Delaware
by Fleming Companies, Inc., seeking approval of settlements
reached with the Teamsters Union, the United Food and Commercial
Workers Local 1444, and the Wisconsin Department of Workforce
Development and Fleming Companies, Inc. regarding the treatment of
claims filed by certain employees and a wage lien asserted by the
State of Wisconsin relating to the closure of Fleming facilities
in Wisconsin. Approximately 2,700 employees will receive payments
and other compensation as a result of the settlements and the lien
claim. If approved, the settlements will become effective when
Fleming's Third Amended Plan of Reorganization becomes effective.
Currently, a hearing for the confirmation of Fleming's Plan is
scheduled for July 26.

Agreements were reached with representatives of the various
bargaining units for the Teamsters Union nationally and for Local
1444 of the UCFW in Wisconsin. Numerous employees in these units
had filed individual claims. "We are pleased to have reached
settlement with Fleming on behalf of these employees," said Fred
Perillo, the attorney representing the Teamsters. "We believe that
the amounts are fair and will be distributed to the employees much
more quickly than if we had proceeded to litigation. We appreciate
the willingness of the State of Wisconsin to join with us in these
negotiations and contribute to achieving a great result for these
former Fleming employees." The Wisconsin DWD had alleged that
Fleming failed to give employees proper notice of facility
closures and filed a wage lien against Fleming's properties in
Wisconsin and a claim in Fleming's bankruptcy. Fleming disputed
the amount and value of the lien and claims. These disputes were
resolved as part of Fleming's settlement with the Wisconsin DWD.

Archie Dykes, Chief Executive Officer of Fleming, said, "We have
always valued the contributions made by our former employees. We
are pleased to have resolved our disagreement with the State of
Wisconsin consensually and to have reached settlements with the
Teamsters and UCFW Local 1444. We will continue to attempt to
reach fair settlements with other union bargaining units and
employees."

Employees affected by these settlements will receive individual
notifications from Fleming.

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.


FORELAND CORP: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Foreland Corporation
        2201 Civic Circle, Suite 1014
        Amarillo, Texas 79109

Bankruptcy Case No.: 04-20762

Type of Business: The Debtor is engaged in the business of oil
                  and gas exploration.

Chapter 11 Petition Date: June 18, 2004

Court: Northern District of Texas (Amarillo)

Debtor's Counsel: Roger S. Cox, Esq.
                  Sanders Baker, P.C.
                  P.O. Box 2667
                  Amarillo, TX 79105-2667
                  Tel: 806-372-2020
                  Fax: 806-372-3725

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Riata Energy, Inc.            Judgments acquired        $937,612
c/o David Jones               from third parties
Sprouse Shrader Smith
P.O. Box 15008
Amarillo, TX 79105-5008

Halliburton Energy Services,  Judgment                   $52,881
Inc.

Spidle Sales and Service,     Judgment                   $16,895
Inc.

N. Thomas Steele              Salary                     Unknown

Kruse Landa et al.            Legal services             Unknown


HABANA HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Habana Hospital Pharmacy, Inc.
        4710 North Habana Avenue, Suite 101
        Tampa, Florida 33614

Bankruptcy Case No.: 04-11769

Type of Business: The debtor operates drug store and pharmacy.

Chapter 11 Petition Date: June 9, 2004

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Amy Denton Harris, Esq.
                  Russell M. Blain, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Fax: 813-229-1811

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Priority Healthcare                        $543,228
P.O. Box 620000
Orlando, FL 32891

Oncology Supply                            $217,080

Oncology Therapeutics                       $22,115

American Express                            $21,000

Baxter Healthcare                           $18,837

Express Medical & Nutrition Supply          $15,473

Invacare Supply Group                       $15,134

BioMed Plus, Inc.                           $13,998

Independence Medical                        $11,670

Health Coalition, Inc.                       $9,191

Platinum Plus for Business                   $6,000

Blood Diagnostics                            $5,796

ASD Specialty Healthcare                     $5,390

Tomlin Staffing                              $4,109

Care Centric                                 $3,956

Pride Mobility                               $3,665

American Express                             $2,655

American Express                             $2,549

Dell Financial                               $2,408

Gulf South Medical Supply                    $2,399


HAYES LEMMERZ: Inks Stipulation Resolving Areway's $2.9MM Claims
----------------------------------------------------------------
Areway, Inc., filed four proofs of claim against the Hayes Lemmerz
International, Inc. Debtors, totaling $2,879,992:

                                              Claim Portion Filed
       Claim No.              Claim Amount     as Priority Claim
       ---------              ------------    -------------------
          2297                   $149,652                 -
          2298                     46,975                 -
          2417                    736,230           $91,066
          2296                  1,947,135           267,890

The Debtors objected to Claim Nos. 2296 and 2417 on the grounds
that the Claims are misclassified and overstated.  The Debtors
determined that as misclassified claims, the Claims are not
secured or entitled to unsecured priority treatment or
administrative priority treatment.

Consequently, the parties agreed to resolve their disputes.  With
the Court's consent, the Debtors and Areway agreed that Claim
Nos. 2297, 2298 and 2417 will be expunged.  Claim No. 2296 will
be reduced as a general unsecured claim for $1,923,340 and be
recorded in the claims register.  Areway also withdraws its
opposition to the Debtors' objection. (Hayes Lemmerz Bankruptcy
News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


HEALTHSOUTH: Most 7.625% Senior Noteholders OK Proposed Amendments
------------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that more than
a majority in principal amount of the holders of its 7.625% Senior
Notes due 2012 have delivered consents to approve proposed
amendments to, and waivers under, the indenture governing such
notes. HealthSouth has delivered evidence of its receipt of the
requisite consents to the trustee which has made these consents
irrevocable.

HealthSouth is working toward completing the consent solicitations
for five series of its Senior Notes. HealthSouth emphasized that
if the conditions to a consent solicitation are satisfied, any
noteholders who do not deliver valid consents prior to the
expiration date of such consent solicitation will not receive a
consent fee. The consent solicitations are currently scheduled to
expire at 11:59 p.m., New York City time, on June 23, 2004.

On June 8, 2004, HealthSouth announced that it reached an
agreement with its Unofficial Committee of Noteholders pursuant to
which HealthSouth will pay (i) $30.00 per $1,000 principal amount
of notes to holders of its 8.375% Senior Notes due 2011, 6.875%
Senior Notes due 2005 and 7.375% Senior Notes due 2006; (ii)
$32.50 per $1,000 principal amount of notes to holders of its
7.000% Senior Notes due 2008; and (iii) $45.00 per $1,000
principal amount of notes to holders of its 7.625% Senior Notes
due 2012. The payment of the consent fee remains conditioned upon
the proposed amendments to the indentures becoming operative.

Each holder of notes who consents to the proposed amendments will
also be waiving all alleged and potential defaults under the
indentures arising out of events occurring on or prior to the
effectiveness of the proposed amendments. Consents for any series
of notes may be revoked at any time prior to the date on which the
trustee under the indenture for that series receives evidence that
the requisite consents have been obtained.

This news release is not a solicitation of consents with respect
to any securities. The consent solicitations are being made only
pursuant to the terms and conditions of the consent solicitation
statements relating to each series of Notes and the accompanying
documents. These documents can be obtained from Innisfree M&A
Incorporated, the information agent, at 212-750-5833 (Banks and
Brokers Call Collect) or 888-750-5834 (Noteholders Call Toll-
Free). Questions regarding the solicitations should be directed to
Credit Suisse First Boston, the solicitation agent, at 800-820-
1653.

                       About HealthSouth

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com


HIDDEN POINTE: Hiring Continental Adjuster as Public Adjuster
-------------------------------------------------------------
Hidden Pointe Properties, LP wants permission from the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, to employ Continental Adjusters, Inc., as its public
adjuster in connection with its insurance claim for a fire loss at
the Hidden Pointe Apartments.

The Debtor relates that it owns 440-unit apartment, and that on
March 21, 2004, a fire damaged 10 apartment in building 9.

The Debtor elected to engage in the services of a professional
public adjuster to negotiate the insurance claim related to the
fire loss at the property.

Continental Adjusters holds no interest adverse to the estate of
the Debtor, and is disinterested as contemplated by Section
104(14) of the Bankruptcy Code.

Continental Adjuster's commission is limited to 10% of the amount
reserved or otherwise adjusted for the fire loss at the property.

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.


HOME PRODUCTS: Stockholder Sues in Delaware to Block Merger
-----------------------------------------------------------
Home Products International, Inc. (Nasdaq: HOMZ), a leader in the
housewares industry, announced that a complaint has been filed in
the Court of Chancery of the State of Delaware against the
Company, members of its board of directors and JRT Acquisition,
Inc., an entity formed by James R. Tennant, the Company's chairman
and chief executive officer, for purposes of acquiring all of the
Company's outstanding shares of common stock for $1.50 per share
as set forth in the definitive Agreement and Plan of Merger dated
June 2, 2004.

The complaint, which purports to be filed by a stockholder of the
Company, includes a request for a declaration that the action be
maintained as a class action and seeks, among other relief,
injunctive relief enjoining the Company from consummating the
transactions set forth in the Merger Agreement and rescinding the
transactions already entered into pursuant to the Merger
Agreement.  The complaint alleges, among other things, that the
consideration to be paid under the Merger Agreement is inadequate
and that the Company's board of directors breached their fiduciary
duties of loyalty, due care and good faith by entering into the
Merger Agreement.

The Company and its board of directors believe that the complaint
against them is without merit and intend to vigorously contest the
lawsuit.

                        About the Company

Home Products International, Inc. is an international consumer
products company specializing in the manufacture and marketing of
quality diversified housewares products.  The Company sells its
products through national and regional discounters including
Kmart, Wal-Mart and Target, hardware/home centers, food/drug
stores, juvenile stores and specialty stores.

                         *    *    *

As reported in the Troubled Company Reporter's November 4, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on household goods manufacturer Home Products
International Inc. to 'CCC+' from 'B'. At the same time, Standard
& Poor's lowered the senior secured rating on the company to 'B-'
from 'B+' and the subordinated debt rating to 'CCC-' from 'CCC+'.

The outlook is negative.

"The downgrade reflects significantly weaker-than-expected
profitability resulting from reduced sales volumes and higher raw
material costs, in turn a result of reduced liquidity and credit
ratios that are substantially below Standard & Poor's
expectations," said credit analyst Martin S. Kounitz.


HYDROMET: Unable to File Reports On Time & Cease Trade Continues
----------------------------------------------------------------
HydroMet Environmental Recovery Ltd. (TSX VENTURE:YHD.A) advises
pursuant to Ontario Securities Commission Policy 57-603 that it is
in default of filing its annual Audited Financial Statements for
the period ended December 31, 2003 which were to have been filed
on or before May 19, 2004 pursuant to relevant securities laws. As
a result of the delay in the completion and filing of the year-end
Audited Financial Statements, the Company is also late in filing
its Interim Financial Statements for the first quarter ended March
31, 2004 which were due to be filed on or before May 30, 2004.

The Board or Directors of HydroMet advises that they accept full
responsibility for missing the deadline. The Company will issue a
subsequent press release advising of the status of the annual
Audited Financial Statements and the Interim Financial Statements
in due course.

On June 7, 2004, the OSC extended a temporary cease trade order
that all trading in securities of the Company cease. The
securities of the Company will remain cease traded until the
Company has filed its required financial statements and the OSC
has lifted its cease trade order.


IBASIS INC: Successfully Completes Debt Refinancing
---------------------------------------------------
iBasis, Inc. (OTCBB: IBAS), the leader in Internet-based voice
communications, announced the successful completion of its debt
refinancing, which was announced on April 28, 2004.

In response to its recent exchange, $37.3 million aggregate
principal amount of the Company's 5 3/4% Convertible Subordinated
Notes due in March 2005, representing approximately 98% of the
amount outstanding, were tendered for the same principal amount of
new 6 3/4% Convertible Subordinated Notes due in 2009. The new
notes are convertible into common stock at $1.85 per share.
Approximately $0.9 million aggregate principal amount of the
original notes was not tendered for exchange and remain
outstanding.

Simultaneous with the exchange, the Company closed its repurchase
of all $25.2 million aggregate principal amount of its 11 1/2%
Senior Secured Notes due 2005 by prepaying the existing Senior
Secured Notes in exchange for cash equal to the principal amount
plus accrued interest and warrants exercisable for 5,176,065
shares of the Company's Common Stock at $1.85 per share. The
Company issued $29 million new 8% Secured Convertible Notes, of
which $25.2 million was used to finance the prepayment. The new
notes are convertible into shares of common stock at $1.85 per
share, and mature three years from the date of issuance.

"I'm very pleased with this debt refinancing, which culminates a
three year effort to strengthen our balance sheet," said Ofer
Gneezy, President & CEO of iBasis. "Our undivided attention is now
on growing our international calling card and carrier business."

As a result of this refinancing, iBasis lowered its annual
interest cash costs. For financial reporting purposes, all of the
interest through maturity on the Company's former 11 1/2% Senior
Secured Notes was originally a reduction of the gain resulting
from its debt exchange in the first half of 2003, and therefore
did not subsequently affect the P & L. The quarterly interest
costs of approximately $0.6 million on the new 8% Secured
Convertible Notes will be charged to interest expense over the
term of the notes.

Results of operations for the second quarter ended June 30, 2004
will include refinancing transaction costs of approximately $1.9
million. In addition, the Company's second quarter results will
include a net charge of $0.5 million, resulting from the warrants
issued to holders of the 11 1/2% Senior Secured Notes.

Separately, the Company announced that at a special shareholder
meeting held Friday, shareholders approved an amendment to iBasis'
certificate of incorporation to increase the number of authorized
shares of common stock from 85 million to 170 million.

Imperial Capital, LLC acted as the dealer/manager for the Exchange
Offer and the placement agent for the issuance of the new secured
convertible notes.

                         About iBasis

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

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


INDIAN SPRINGS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Indian Springs Vineyards
        16110 Indian Springs Road
        Penn Valley, California 95946

Bankruptcy Case No.: 04-26169

Type of Business: The Debtor is a winemaker.

Chapter 11 Petition Date: June 15, 2004

Court: Eastern District Of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Mike K. Nakagawa, Esq.
                  Nakagawa & Rico
                  2151 River Plaza Drive #195
                  Sacramento, CA 95833
                  Tel: 916-923-2800

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Steele Wines, Inc.                          $88,760

Kahn, Soares & Conway                       $10,126

Wine Watch - Jedediah Steele                 $8,000

United Parcel Service                        $6,064

McSweeney & Associates                       $4,665

Agriform Farm Supply                         $3,566

Grapevine Express                            $3,498

Western Growers Assurance Trust              $3,460

Caliber Wine Group/Tricorbraun               $3,441

Domaine Saint Gregory                        $3,096

Ramondin, USA                                $2,997

NAEDA Financial, Ltd.                        $2,307

Nevada Irrigation District                   $1,836

Stimson Lane, Ltd.                           $1,740

Unisource Packaging Supply                   $1,398

California Indemnity Ins.                    $1,278

Alcohol & Tobacco Tax & Trade                $1,250

Greenpoint Credit                            $1,230

Agricredit Acceptance (Edco)                 $1,142

Mountain Air Refrigeration                     $527


IVACO INC: Court Extends CCAA Protection Until August 13, 2004
--------------------------------------------------------------
Ivaco Inc. announced that the Ontario Superior Court of Justice
has extended the period of Court protection under the Companies'
Creditors Arrangement Act until August 13, 2004.

The Court also approved a claims procedure allowing creditors of
Ivaco and certain of its affiliates to file their claims under a
process administered by the Monitor, Ernst & Young Inc. It is
expected that on or about June 23, 2004, the Monitor will send the
appropriate document package to all known creditors who will have
until August 6, 2004, to file their claims. Creditors are invited
to consult the Monitor's website at http://www.ey.com/ca/ivaco
for more information on the claims procedure, which will be posted
on or about June 23, 2004.

Randall Benson, Chief Restructuring Officer, said that "The
Company continues to make good progress in its restructuring
process that will ultimately see the Company emerge from Court
protection". In this connection, among other things, the sale of
certain non-core assets, including two real estate properties, is
proceeding at this time with Court approval.

Gordon Silverman, President and Chief Executive Officer, also
added that "Demand for our steel products is very strong at this
time and we expect that this trend will continue well into the
fourth quarter".

Finally, Ivaco's management and Board of Directors wish to
reiterate their view that Ivaco's shareholders, including the
holders of its preferred shares, are unlikely to receive any value
for their shares under any restructuring scenario.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum. In addition, Ivaco's
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products. Shares of Ivaco are traded on The Toronto Stock
Exchange.


J.P. MORGAN: Fitch Assigns Low-B Ratings to 6 2004-PNC1 Classes
---------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2004-PNC1, commercial mortgage pass-through certificates are rated
by Fitch Ratings as follows:

               --$39,074,000 class A-1 'AAA';
               --$128,320,000 class A-2 'AAA';
               --$97,995,000 class A-3 'AAA';
               --$426,239,000 class A-4 'AAA';
               --$246,662,000 class A-1A 'AAA';
               --$1,097,416,311 class X 'AAA'
               --$28,808,000 class B 'AA';
               --$13,717,000 class C 'AA-';
               --$17,833,000 class D 'A';
               --$10,975,000 class E 'A-';
               --$16,461,000 class F 'BBB+';
               --$10,974,000 class G 'BBB';
               --$20,576,000 class H 'BBB-';
               --$2,744,000 class J 'BB+';
               --$6,859,000 class K 'BB';
               --$4,115,000 class L 'BB-';
               --$5,487,000 class M 'B+';
               --$2,744,000 class N 'B';
               --$2,743,000 class P 'B-';
               --$15,090,311 class NR 'NR'.

Classes A-1, A-2, A-3, A-4, B, C, D, and E are offered publicly,
while classes X, A-1A, F, G, H, J, K, L, M, N, P, and NR 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 100 fixed-rate loans having
an aggregate principal balance of approximately $1,097,416,312 as
of the cutoff date.


JRV INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JRV Industries, Inc.
        dba BRC Performance
        615 Industrial Avenue
        Live Oak, Florida 32064

Bankruptcy Case No.: 04-06236

Chapter 11 Petition Date: June 17, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Lisa C. Cohen, Esq.
                  Ruff & Cohen, P.A.
                  4010 Newberry Road, Suite G
                  Gainesville, FL 32607-2368
                  Tel: 352-376-3601

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Performance Forged Products                 $18,428

IRS                                         $14,126

International Hotrod Assn.                   $8,758

Performance Racing Industry                  $2,437

UPS                                          $1,742

AmBoss Corporation                           $1,411

Cornerstone Supply                           $1,105

Race Engineering, Inc.                       $1,092

Rage Performance                             $1,004

Tanner Industries, Inc.                        $750

Babcox Engine Builder                          $438

CSI Performance Products                       $266

Abrasive Technology                            $254

GW Hunter, Inc.                                $226

Valdosta Daily Times                           $161

General Bearing & Industrial                   $105

Tonerworks                                     $105

Cintas                                         $102

Uline                                           $89


LANTIS EYEWEAR: Turns to Houlihan Lokey for Financial Advice
------------------------------------------------------------
Lantis Eyewear Corporation, asks for the U.S. Banruptcy Court for
the Southern District of New York's for permission to hire
Houlihan Lokey Howard & Zukin Capital as its investment banker.

The Debtor anticipates that Houlihan Lokey will:

   a) update its review of the Debtor's financial position,
      financial history, operations, assets, and competitive
      environment;

   b) assist the Debtor in effectuating a sale, merger, joint
      venture or other combination or disposition of the Debtor,
      its assets or its stock or any portion thereof;

   c) assist the Debtor in developing and implementing a
      coordinated sales effort with respect to the Proposed
      Disposition;

   d) assist the Debtor in identifying, contacting, and
      soliciting interest from potential acquirers, investors or
      strategic partners to facilitate the Proposed Disposition;

   e) prepare/update a package of financial and operating
      information for, to interact with, and to disseminate
      information to Potential Investors;

   f) assist the Debtor in evaluating proposals regarding the
      Proposed Disposition and in negotiating and structuring
      the financial aspects of the Proposed Disposition;

   g) attend meetings and to assist in negotiations with
      potential acquirers;

   h) provide factual and expert testimony regarding the sale
      process and valuation as may be necessary in connection
      with the Proposed Disposition; and

   i) consult with the Debtor's management and counsel regarding
      the Proposed Disposition and the Potential Investors.1

The Debtor has selected Houlihan Lokey as its investment banker
and financial advisor because of the firm's knowledge of its
business and financial affairs and expertise in marketing and
valuing companies in similar circumstances and of similar
magnitude.

The Debtor paid Houlihan Lokey an initial non-refundable $50,000
fee. In addition, Houlihan Lokey will be entitled to receive:

      a) $50,000 per month for the first two months and          
         $25,000 per month thereafter; and

      b) a $250,000 Transaction Fee.

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


MIRANT CORP: U.S. Trustee Amends Creditors Committee Membership
---------------------------------------------------------------
George F. McElreath, Assistant United States Trustee for Region  
VI, reports that Law Debenture Trust Company of New York has
become a member to the Official Committee of Mirant Unsecured
Creditors.   

As of June 9, 2004, the members of the Mirant Unsecured Creditors  
Committee are:   

       John Dorans, Chairman  
       Citibank, N.A.  
       250 West Street, 8th Floor  
       New York, NY 10013  
       Telephone (212) 723-3104  
       Fax (212) 723-3899  
       john.dorans@citigroup.com

       Lori Ann Curnyn  
       Hypovereins Bank  
       150 East 42nd Street  
       New York, NY 10017-4679  
       Telephone (212) 672-5935  
       Fax (212) 672-5908  
       loriann_curnyn@hvbcrediTadvisors.com
  
       Ronald Goldstein  
       Appaloosa Management, LP  
       26 Main Street, 1st Floor  
       Chatham, NJ 07928  
       Telephone (973) 701-7000  
       Fax (973) 701-7055  
       R.Goldstein@amlp.com

       Mark B. Cohen  
       Deutsche Bank AG  
       60 Wall Street  
       New York, NY 10019  
       Telephone (212) 250-6038  
       Fax (212) 797-5695  
       mark.b.cohen@db.com

       Tom Bohrer  
       Wachovia Securities  
       1339 Chestnut Street  
       The Widener Bldg., 4th Floor, PA4810  
       Philadelphia, PA 19107  
       Telephone (267) 321-6663  
       Fax (267) 321-6903  
       tom.bohrer@wachovia.com

       Sandi Horwitz
       HSBC Bank USA  
       452 Fifth Avenue  
       New York, NY 10018  
       Telephone (212) 525-1324  
       Fax (212) 525-1366  
       Sandra.e.horwitz@us.hsbc.com

       Daniel Fisher
       Law Debenture Trust Company of New York
       767 Third Avenue
       New York, NY 10022
       Telephone (212) 750-6474
       Fax (212) 750-1361
       Daniel.fisher@lawdeb.com

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)


MULTICANAL SA: Gives Update on Extraordinary Meeting Resolutions
----------------------------------------------------------------
Multicanal S.A. has directed information to the Buenos Aires Stock
Exchange, under date of May 10, 2004, concerning an "Extraordinary
Meeting held on May 7, 2004", citing the following resolutions :

   1) It was unanimously resolved that the minutes be approved
      and signed by all the shareholders present at the Meeting.
  
   2) It was unanimously resolved that the corporate capital stock
      be increased from the amount of Ps.371,635,103 to the amount
      of Ps.386,635,103 by means of the issuance of 15,000,000
      Class A ordinary shares, to be effected upon the affirmation
      of the court ruling confirming the acuerdo preventivo
      extrajudicial, which has been appealed, and prior to the
      approval by the  CNV of the public offering of the corporate
      capital stock. The difference between the nominal value of
      the shares Ps.15,000,000 and the subscription price
      US$15,000,000 shall be recorded as share premium.
  
   3) It was unanimously resolved that the capital stock be
      increased from the amount of Ps.386,635,103 to the amount of
      Ps.594,911,263 by means of the issuance of up to 208,276,160
      new Class C ordinary registered and non-endorsable shares,
      each with a nominal value of Ps.1 and entitled to one vote,
      as a result of the capitalization of financial liabilities,
      which   will be effected by the Board of Directors, by
      virtue of the delegation resolved in this Meeting, upon the
      affirmation of the court ruling confirming the acuerdo
      preventivo extrajudicial, which has been appealed. The
      difference between the nominal value of the new shares and
      the amount of the financial liabilities shall be recorded as
      share premium.
  
   4) It was unanimously resolved that the complete By-laws be
      amended. The effectiveness of the amendment shall be subject
      to the condition that the court ruling confirming the
      acuerdo  preventivo extrajudicial, which has been appealed,
      be affirmed.
  
   5) It was unanimously resolved that the incorporation of the
      Company into the public offering regime and the listing of
      Class D shares be approved.  The public offering and listing
      authorization is conditioned upon obtaining the affirmation
      of the court ruling confirming the acuerdo preventivo
      extrajuducial, which has been appealed.
  
   6) It was unanimously resolved that, should the authorization
      for the Company's participation in the public offering
      regime be obtained, the Company shall not adhere to the
      optional statutory regime of Obligatory Acquisition Public
      Offering set forth in Section 24 of Decree 677/01.
  
   7) It was unanimously resolved to delegate to the Board of
      Directors the performance of all the acts and procedures
      that may be necessary to comply with the items of the Agenda
      resolved in the Shareholders' Meeting.

The communique was signed:  Sincerely, Mart'n G. R'os, Person in
Charge of Market Relations

Multicanal S.A. is an Argentinean multiple cable systems operator
with its principal operations in Argentina and smaller operations
in Uruguay and Paraguay. Grupo Clarin SA owns Multicanal. See
http://www.multicanal.com.ar/

An Involuntary Bankruptcy Petition (Bankr. S.D.N.Y. Case Number:
04-10523) was filed on January 28, 2004.  Michael Foreman, Esq. of
Proskauer Rose LLP serves as counsel to the Petitioners.  The
alleged debtor's counsel is Lindsee Paige Granfield, Esq. at
Cleary, Gottlieb, Steen & Hamilton. The petitioners assert a
claims totaling $160,071,024.


MYSTIC TANK LINES: Terminating New England Operations
-----------------------------------------------------
Mystic Tank Lines Corp. - http://www.mystictanklines.com/-  
announced the Company's operational reorganization plan. Mystic
Tank Lines will close its operations in New England, effective
immediately, to concentrate on its core business. The Company has
extended continued employment opportunities to its drivers and
mechanics.

Lenny Baldari, President and CEO stated, "We are terminating
operations in New England to focus on our base of operations in
Astoria, NY, Bayshore, NY Newburgh, NY and Mattawan NJ. Our
intention is to protect our core business and customers in the New
York, New Jersey and middle Atlantic region. We will also continue
to service select customers in Connecticut, Massachusetts and
Rhode Island on a limited basis."

"The closing of our terminal in Beacon Falls, Connecticut is
unfortunate but was necessitated by unprofitable margins in the
New England operating area. By shedding business in New England,
we can strengthen our financial picture as well as redistribute
newer equipment in our fleet. The newer equipment will reduce our
overall cost of fleet maintenance enabling us to operate more
efficiently. Our remaining terminals will continue to operate at
full service levels and service customer needs without
interruption."

Headquartered in Matawan, New Jersey, Mystic Tank Lines Corp. --
http://www.mysticbulk.com/-- provides transportation and bulk  
carrier services. The Company filed for chapter 11 protection
(Bankr. D.N.J. Case No. 04-28333) on June 1, 2004. Albert A.
Ciardi, III, Esq., at Janssen Keenan & Ciardi, P.C., represents
the Company in its restructuring efforts. When the Debtor filed
for protection from its creditors, it listed both estimated debts
and assets of over $1 million.


NATIONAL CENTURY: Amedisys Fights for Set-Off Rights
----------------------------------------------------
In December 1998, Amedisys, Inc., and its affiliates, and the
National Century Financial Enterprises, Inc. Debtors entered into
a contractual relationship where Debtor NPF VI, Inc., agreed to
purchase accounts receivable generated by Amedisys on an ongoing
and regular basis.  Amedisys and its entities provide home health
nursing services.  The Amedisys entities are:

   * Amedisys Home Health, Inc. of Alabama,
   * Amedisys Home Health, Inc. of Georgia,
   * Amedisys Home Health, Inc. of South Carolina,
   * Amedisys Home Health, Inc. of Virginia,
   * Amedisys Louisiana, LLC,
   * Amedisys North Carolina, LLC,
   * Amedisys Northwest, LLC,
   * Amedisys Oklahoma, LLC,
   * Amedisys Quality Oklahoma, LLC,
   * Amedisys Specialized Medical Services, Inc.,
   * Amedisys Tennessee, LLC,
   * Central Home Health Care,
   * Clinical Arts Home Care Services, Inc.,
   * Coosa Valley Home Health,
   * Healthfield Services of Middle Georgia,
   * North Georgia Home Health Agency,
   * Tugaloo Home Health Agency, and
   * Home Health of Alexandria, Inc., doing business as
     Cornerstone Home Health

According to Daniel A. DeMarco, Esq., at Hahn Loeser and Parks,
in Columbus, Ohio, each of the Amedisys-related entities entered
into separate Sale and Subservicing Agreements with NPF VI and
National Premier Financial Services.

Simultaneously, under various agreements, the Debtors borrowed
from The Provident Bank up to $40,000,000, pursuant to a line of
credit.  As of the Petition Date, the Debtors owe Provident
$15,000,000 under the line of credit, including outstanding other
obligations associated with a letter of credit.

Part of the collateral for the loans is the promissory note dated
December 28, 2002 between Amedisys and certain of the Debtors.  
The Amedisys Note continues to and remains held by Debtor NPF
Capital, Inc.  The promissory note is currently an asset of the
Debtors' joint and consolidated Chapter 11 proceeding.  To
further secure the loans between the Debtors and Provident, the
Debtors executed various security documents and Uniform
Commercial Code-1 Financial Statements in Ohio and other states.

Pursuant to the Debtors' Fourth Amended Joint Plan of
Liquidation, Provident is to be treated as a secured creditor in
Class C-4, as reflected in Claim Nos. 360, 361, 362, 363 and 364.

Mr. DeMarco reminds Judge Calhoun that currently pending before
the Court is an action between Amedisys and JPMorgan, NPF VI,
NCFE and NPFS, concerning the extent, validity and priority of
Amedisys' right to certain funds held in the NPF VI trust
accounts at JP Morgan Chase.  The Amedisys Adversary Proceeding
seeks recognition of Amedisys' ownership of the funds in question
pursuant to various legal theories, and declaratory relief
concerning Amedisys' rights under the documents, including the
Amedisys Note and its amendments.

Thus, Mr. DeMarco notes, there exists a conflict between
Amedisys' rights to set-off and Provident's secured claim,
granted through its loan documents and UCC-1 Financing
Statements.  Pursuant to UCC Section 9-318(1)(a), Amedisys has
not waived its defenses against the Debtors, and the amendments
to the Amedisys Note concerning payment allocations raise
defenses against any subsequent holder of the Note, including
Provident.

On March 30, 2004, the Debtors and Provident asked the Court,
absent the protection and procedural structure of Rule 7001 of
the Federal Rules of Bankruptcy Procedure, to recognize the
extent, validity and priority of Provident's security interest in
the Amedisys Note and to provide for the transfer, through
settlement, of the Amedisys Note from NPF Capital to Provident.

Mr. DeMarco argues that the negotiations between Provident and
the Debtors were done without Amedisys' participation and
knowledge.  The negotiations are in direct contravention to
negotiations, which the Debtors have taken with Amedisys
concerning the establishment of the Amedisys Escrow Agreement.

The Debtors' Plan will operate as a substantive consolidation of
the NCFE Consolidated Debtors.  The NCFE Consolidated Debtors are
all of the Debtors other than NPF VI and NPF XII.  Thus,
Amedisys' Proof of Claim will be a consolidated claim against the
NCFE Consolidated Debtors.

Mr. DeMarco maintains that Amedisys has timely asserted its
legal, contractual and equitable rights to setoff.

The Court Order approving the settlement between the Debtors and
Provident allows the transfer of the Amedisys Note, but the
Stipulation approved at the April 7, 2004 hearing protects
Amedisys' right as a secured creditor under Sections 506 and 553.  
Any transfer may also be contrary to and in breach of Amedisys'
rights under the Amedisys Note.

In addition, as recognized and judicially admitted by the NCFE
Consolidated Debtors, prior to the Petition Date, a setoff
agreement had been reached between NPF Capital, NPFS, and NPF VI,
on the one hand, and Amedisys, on the other hand, which provided
for the setoff and payment to NPF Capital of the balance due
under the Amedisys Note with the proceeds of accounts receivable
held by NPF VI in its various Trust Accounts, the net balance due
to Amedisys.  

The setoff agreement would have been confected well prior to the
Chapter 11 bankruptcy had it not been for JPMorgan Chase's
refusal to honor the wire transfers requested by the Debtors
associated with the agreement.

Hence, Amedisys asks the Court to determine the extent, validity
and:

   (a) priority and effect of the Fourth Amended Plan, as
       confirmed and as it may pertain to the consolidation of
       the Amedisys Proofs of Claim, the Amedisys setoff rights
       and the Amedisys Adversary Proceeding;

   (b) priority of Amedisys' rights of setoff pursuant to
       Sections 502, 506(a) and 553; and

   (c) enforceability of the full provisions of the Amedisys
       Promissory Note and all loan documents related thereto as
       amended on October 4, 2001 and June 28, 2002.

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


NEW WEATHERVANE: Hilco Conducts Going Out of Business Sales
-----------------------------------------------------------
Going out of business sales are now in progress at all 95
Weathervane stores. Chosen by the company and approved by the
United States Bankruptcy Court in Delaware, the store closing
sales are being conducted by Hilco Merchant Resources, LLC.

More than $30 million of juniors' apparel, featuring the newest
looks in tops, skirts, pants, shorts, jeans, sweaters, t-shirts,
swimwear and accessories are being offered at very significant
discounts.

Michael Keefe, President of Hilco Merchant Resources stated, "This
is a great opportunity for juniors to really save on the coolest
styles for summer and back- to- school. The selection is huge and
the price cuts are remarkable, considering the very timely, 'wear
now' nature of the merchandise. We expect this to be an extremely
short event."

Weathervane stores can be found in the following locations:

Mall/Center                       City                      State
-----------                       ----                      -----
Westfarms Mall                    Farmington                 CT
Meriden Mall                      Meriden                    CT
CT Post Mall                      Milford                    CT
Crystal Mall                      Waterford                  CT
The Pavillions at Buckland        Manchester                 CT
Brass Mill Center                 Waterbury                  CT
Danbury Fair Mall                 Danbury                    CT
Coral Ridge Mall                  Coralville                 IA
Orland Square                     Orland Park                IL
Market Place Mall                 Champaign                  IL
St Clair Square                   Fairview Heights           IL
Hawthorn Shopping Center          Vernon Hills               IL
195 Fox Valley Center             Aurora                     IL
Gurnee Mills Mall                 Gurnee                     IL
Greenwood Park Mall               Greenwood                  IN
Castleton Square                  Indianapolis               IN
Glenbrook Square                  Fort Wayne                 IN
Eastland Mall                     Evansville                 IN
Tippecanoe Mall                   Layfayette                 IN
South Lake Mall                   Merrillville               IN
Westridge Mall                    Topeka                     KS
Mall of St Matthews               Louisville                 KY
Florence Mall                     Florence                   KY
Swansea Mall                      Swansea                    MA
Auburn Mall                       Auburn                     MA
Burlington Mall                   Burlington                 MA
N Dartmouth Mall                  N Dartmouth                MA
Mall of Cape Cod                  Hyannis                    MA
Silver City Galleria              Taunton                    MA
Holyoke Mall @Ingleside           Holyoke                    MA
Searstown Mall                    Leominster                 MA
Franklin Village Shopping Center  Franklin                   MA
Berkshire Mall                    Lanesborough               MA
Emerald Square                    N Attleborough             MA
Independence Mall                 Kingston                   MA
South Shore Plaza                 Braintree                  MA
Natick Mall                       Natick                     MA
Solomon Pond Mall                 Marlborough                MA
North Shore Mall                  Peabody                    MA
Marley Station Mall               Glen Burnie                MD
Annapolis Mall                    Annapolis                  MD
Arundel Mills Mall                Hanover                    MD
Bangor Mall                       Bangor                     ME
Maine Mall                        South Portland             ME
Rivertown Crossing                Grandville                 MI
Crossroads Mall                   Portage                    MI
Lakeside Mall                     Sterling Heights           MI
Meridian Mall                     Okemos                     MI
Fashion Square Mall               Saginaw                    MI
Southland Mall                    Taylor                     MI
Great Lakes Crossing              Auburn Hills               MI
South County Center               St Louis                   MO
Independence Ctr                  Independence               MO
West County Center                St Louis                   MO
Mid Rivers Mall                   St Peters                  MO
Chesterfield Mall                 Chesterfield               MO
Triangle Town Center              Raleigh                    NC
Mall of New Hampshire             Manchester                 NH
Kmart Plaza                       Keene                      NH
Mall Rockingham Park              Salem                      NH
Fox Run Mall                      Newington                  NH
Pheasant Lane Mall                Nashua                     NH
Steeplegate Mall                  Concord                    NH
Cherry Hill Mall                  Cherry Hill                NJ
Rockaway Town Square              Rockaway                   NJ
Colonie Center                    Albany                     NY
Aviation Mall                     Queensbury                 NY
Arnot Mall                        Horseheads                 NY
Crossgates Mall                   Albany                     NY
Oakdale Mall                      Johnson City               NY
Carousel Center                   Syracuse                   NY
South Shore Mall                  Bay Shore                  NY
Poughkeepsie Galleria             Poughkeepsie               NY
Walden Galleria                   Buffalo                    NY
Rotterdam Square Mall             Schenectady                NY
South Park Center                 Strongsville               OH
Tri-County Mall                   Cincinatti                 OH
Beldon Village Mall               Canton                     OH
Dayton Mall                       Dayton                     OH
Great Lakes Mall                  Mentor                     OH
Tuttle Crossing                   Dublin                     OH
King of Prussia Plaza             King of Prussia            PA
Ross Park Mall                    Pittsburgh                 PA
Lehigh Valley Mall                Whitehall                  PA
Millcreek Mall                    Erie                       PA
Montgomery Mall                   North Whales               PA
South Hills Village               Pittsburgh                 PA
Warwick Mall                      Warwick                    RI
Providence Place                  Providence                 RI
University Mall                   S Burlington               VT
Bay Park Square                   Green Bay                  WI
Fox River Mall                    Appleton                   WI
West Town Mall                    Madison                    WI
Mayfair Mall                      Wauwatosa                  WI
Brookfield Square                 Brookfield                 WI

Based in Northbrook, IL, Hilco Merchant Resources provides high
yield strategic retail inventory liquidation and store closing
services. Over the years, Hilco principals have disposed of assets
valued in excess of $30 billion. Hilco Merchant Resources is part
of The Hilco Organization, a provider of asset valuation,
acquisition, disposition and financing to an international
marketplace through eight specialized business units. Hilco serves
retailers, manufacturers, wholesalers, distributors and importers,
direct and through their financial institutions and consulting
professionals. Services include: retail store, warehouse and
factory closings, and inventory liquidations, through sales and
auctions; asset appraisals covering retail and industrial
inventory, machinery, equipment, accounts receivables and real
estate; disposition of commercial and industrial real estate and
leaseholds; purchase and liquidation of distressed accounts
receivables portfolios; acquisition and re-marketing of excess
wholesale consumer goods inventories; and secured debt and equity
financing. The Hilco Organization, headquartered in Chicago, has
offices in Boston; New York; Los Angeles; Miami; Atlanta;
Flagstaff; Detroit; and London, England. For more information
please visit our web site: http://www.hilcotrading.com/

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- is a Women's specialty  
retailer. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Dela. Lead Case No. 04-11649) on
June 3, 2004. William R. Firth, III, Esq., at Pepper Hamilton LLP,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$28,710,000 in assets and $24,576,000 in liabilities.


NORD PACIFIC: Allied Gold Now Holds 44.6% Equity Stake
------------------------------------------------------
Allied Gold is a corporation organized under the laws of Western
Australia and is listed on the Australian Stock Exchange (symbol:
ALD.AX). It is engaged in the active exploration for and
acquisition of gold properties. Its principal business address is
c/o David Lymburn, Unit 15, Level 1, 51-53 Kewdale Road,
Welshpool, Western Australia, Australia 6106.

Allied Gold is currently the beneficial owner of 16,757,920 common
shares of Nord Pacific. Allied Gold first became the beneficial
owner of 10,552,940 common shares of Nord Pacific on January 14,
2004 by subscribing US$527,647 for a Series A convertible note
pursuant to the credit facility agreement between Allied Gold and
Nord Pacific dated December 20, 2003.  The Series A note was
convertible into common shares of Nord Pacific at a rate of
US$0.05 per share or 10,552,940 shares and was converted on
February 12, 2004. On March 9, 2004, Allied Gold became the
beneficial owner of an additional 3,445,760 common shares of Nord
Pacific by subscribing (i) US$72,353 for a Series A convertible
note with a conversion rate of US$0.05 per share or 1,447,060
shares and (ii) US$199,870 for a Series B convertible note with a
conversion rate of US$0.10 per share or 1,998,700 shares. Allied
Gold converted the outstanding principal of both the Series A
convertible note and the Series B convertible note into 3,445,760
common shares as of May 5, 2004.  On April 21, 2004, Allied Gold
became the beneficial owner of an additional 2,759,220 common
shares of Nord Pacific by subscribing US$275,922 for a Series B
convertible note with a conversion rate of US$0.10 per share or
2,759,220 shares.  Allied Gold converted US$243,495 of the
outstanding principal under the April Series B Convertible Note
into 2,434,950 common shares as of May 11, 2004. A total of
US$32,427 remains outstanding under the April Series B Convertible
Note and is convertible into an additional 324,270 common shares.

The funds used in the acquisition of Series A convertible note
came from Allied Gold's working capital.

On December 20, 2003, Nord Pacific entered into an arrangement
agreement with Allied Gold Limited under which Allied Gold will
acquire all of the outstanding shares of Nord Pacific under a Plan
of Arrangement. Concurrently, Nord Pacific and Allied Gold entered
into a Credit Facility Agreement under which Allied Gold agreed to
loan up to US$5.4 million to Nord Pacific to fund capital
requirements of joint ventures and to fund ongoing corporate
costs.  

Completion of the Plan of Arrangement is subject to various
conditions. These conditions include court approval of the
arrangement in New Brunswick, regulatory approvals, approval of
the arrangement by the shareholders of both Nord Pacific and
Allied Gold, the continued accuracy of representations and
warranties, Allied Gold's satisfaction with results of its due
diligence review of Nord Pacific and no adverse changes affecting
Nord Pacific or its joint ventures. The arrangement agreement
provides that Nord Pacific will seek a court order approving the
arrangement and providing that the arrangement must be approved by
two-thirds of the votes cast by Nord Pacific shareholders and Nord
Pacific option holders, with Nord Pacific shareholders being
entitled to one vote for each Nord Pacific share held and Nord
Pacific option holders being entitled to one vote for each Nord
Pacific share issuable pursuant to a Nord Pacific option.  

The arrangement agreement also contains covenants on the part of
Nord Pacific. They include not incurring liens or new indebtedness
for borrowed money, conferring with Allied Gold as to operational
matters related to the joint ventures of Nord Pacific, obtaining
prior approval of Allied Gold (which approval will not be
unreasonably withheld) for material decisions relating to those
joint ventures and compliance with the credit facility agreement
with Allied Gold.

In connection with the arrangement agreement, Nord Pacific and
individual directors settled all litigation with Nord Resources
Corporation and associated parties as described in a press release
previously filed with the Securities and Exchange Commission.

The credit facility agreement allows Nord Pacific to obtain
advances from Allied Gold of up to a maximum of US$5,400,000. Of
this amount, Allied Gold has committed to loan up to US$2,400,000
and may at its option loan up to an additional US$3,000,000. The
credit facility is not a revolving loan. Nord Pacific may obtain
these advances through June 30, 2004. All advances under the
credit facility agreement have a maturity date of December 31,
2005. Nord Pacific is to pay to Allied Gold a facility fee of
US$50,000 on the maturity date, any accelerated due date of the
advances or termination of the committed or optional financing
amounts.

All principal of the advances is due on the maturity date. Nord
Pacific may not prepay the principal of the advances except upon
termination of the arrangement agreement in certain circumstances.
Interest on the advances is LIBOR plus 2% per annum, is compounded
monthly and is payable on demand or in any event no later than the
maturity date.

The principal amount of the notes given for the advances under the
credit facility agreement can be converted by Allied Gold into
shares of Nord Pacific at increasing prices per share. The initial
US$600,000 will be convertible at a price of US$0.05 per share,
the next US$1,800,000 at US$0.10 per share, the next US$1,000,000
at US$0.15 per share, the next US$1,000,000 at US$0.20 per share
and the last US$1,000,000 at US$0.25 per share. Once Allied
Gold acquires notes that convert to 10% of the shares of Nord
Pacific, it will be entitled to nominate a director to replace an
existing director on the Board of Nord Pacific. When it has notes
that convert to 50% of the shares of Nord Pacific, it will be
entitled to replace another director.

On January 14, 2004, Allied Gold subscribed US$527,647 for a
Series A convertible note pursuant to the credit facility
agreement and on February 12, 2004, converted such note into
10,552,940 common shares.

Allied Gold is currently the beneficial owner of 16,757,920 common
shares of Nord Pacific, representing 44.6% of the total
outstanding common stock of Nord Pacific.  


NORTEL NETWORKS: Submits VoIP Comments to Canadian Regulator
------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT), Canada's global leader in
telecommunications, filed its official comments with the Canadian
Radio-Television and Telecommunications Committee (CRTC) as part
of the public regulatory proceeding on voice over Internet
Protocol (VoIP).

"We believe that we can provide the Commission with a unique
perspective, both global in scope and wholly Canadian. In
addition, we can leverage our experience and leadership in both
PSTN and IP technologies to act as a technology resource for the
Commission," said Brian McFadden, president, Optical Networks,
Nortel Networks. Mr. McFadden is a Canadian-based executive
focused on customers throughout the world and their deployment of
Nortel Networks technology innovation.

"VoIP is an exciting technology that will revolutionize the way
the world communicates in both business and daily life. The
Commission's decisions in this area will have a profound impact on
Canada's continued leadership in technology innovation and its
ability to compete effectively on a global scale within the
information era," said McFadden.

In its submission, Nortel Networks provides its perspective, as a
technology innovator, on issues that may affect regulatory policy
concerning VoIP and other IP-enabled services.

Central to the submission is a discussion of how IP changes the
way services will be delivered to consumers and businesses. IP's
value to society is the integration of personalized communication
services -- voice, data and multimedia -- delivered any time,
anywhere and by any device we want.

In the circuit-switched era, services were linked to the access
equipment and were embedded in specific network nodes. With VoIP,
services can be decoupled from the network. They can be created in
software -- not hardware -- and can be offered via a server
located anywhere in the world. A VoIP service provider need not
own or operate any equipment in the country in which they are
providing services.

"Canadians enjoy one of the world's most sophisticated, accessible
and reliable telecommunications environments. The CRTC and the
Canadian regulatory process have served Canadians and Canadian
businesses well over the years, ensuring Canada stays at the
forefront of technology innovation," said McFadden. "We are
hopeful that the regulatory process for VoIP will move forward in
an expedited manner."

"There is tremendous opportunity to leverage the discontinuity
created by IP technology to simplify regulation and positively
impact the Canadian economy. The regulatory challenge will be to
ensure that the economic viability of the underlying
infrastructure is sustained while eliminating any boundaries that
impede the rapid deployment of new services," said McFadden.

                    About Nortel Networks

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

                        *   *   *

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

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


ORION TELECOMMUNICATIONS: Has Until Sept. 30 to Decide on Leases
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District of
New York, Orion Telecommunications Corp., obtained an extension of
its lease decision period.  The Court gives the Debtor until
September 30, 2004, to decide whether to assume, assume and
assign, or reject their unexpired nonresidential real property
leases.

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.


P-COM: Demands Immediate Delisting From Berlin Stock Exchange  
-------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecom products and services, announced that it has
taken immediate steps to de-list its common stock from trading on
the Berlin Stock Exchange. The Company's shares were listed on the
Berlin Stock Exchange without the Company's prior knowledge,
consent or authorization.

"P-Com acted immediately upon learning that its shares were listed
for trading on the Berlin Stock Exchange," said Dan Rumsey, Acting
Chief Financial Officer and General Counsel. "We believe this
practice could have had a negative impact on our share price, and
we believe that delisting from the Berlin Stock Exchange will
protect our shareholders from any impact caused by naked short
selling, which could occur as a result of the unauthorized listing
of our shares on the Berlin Stock Exchange."

The listing appears to be part of an effort by domestic and
foreign brokers to circumvent the recent restrictions by the
National Association of Securities Dealers (NASD) and Securities
Exchange Commission (SEC) against naked short selling. Naked short
selling occurs when traders borrow stock and sell it with the hope
that the stock price will decline before they have to return the
shares to cover their position. Naked short selling involves
groups of people actively working together to drive down a
company's share price. More than 200 U.S. publicly traded
companies are estimated to have been targeted by brokers to
circumvent NASD and SEC restrictions against naked short selling.

                     About P-Com, Inc.

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

                          *   *   *

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

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

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

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


PACIFIC GAS: Files Cost Allocation Proposal with State Regulator
----------------------------------------------------------------
On Thursday, as directed by the California Public Utilities
Commission (CPUC), Pacific Gas and Electric Company filed a
proposal to allocate the costs it incurs to provide electric
service among its customer groups.  The filing is part of the
Phase 2 proceeding of the company's 2003 General Rate Case (GRC),
and is required by the Commission's Rate Case Plan.  (Southern
California Edison and San Diego Gas & Electric go through similar
efforts as part of their GRCs.)

Phase 1 of a GRC determines the amount of money a utility can
collect to run its distribution and generation operations, while
Phase 2 allocates the costs to provide electric service among the
various customer classes.

In the Phase 2 proceeding, which is expected to last up to 18
months, the CPUC will determine how to update and allocate the
utility's cost of generating and purchasing electricity, and the
cost for operating and maintaining the electric distribution
system.  It will also include public hearings and opportunities
for representatives of the various customer groups to file
testimony and comments with the CPUC.

In 2004, Pacific Gas and Electric Company's cost of providing safe
and reliable electric distribution service to the 14 million
Californians it serves will be approximately $2.5 billion, and it
will need more than $3.26 billion to produce and purchase
electricity for its 4.9 million electric customers.

The proposal will not increase revenues to the company.  The
proposal will not immediately change customer rates.  Rather,
Pacific Gas and Electric Company believes its proposal is the most
equitable way to allocate the CPUC-approved costs of providing
service among the various customer classes to ensure everyone pays
their proportionate share of the costs actually incurred to
provide their electric service.

                        Background
  
As a normal part of a GRC proceeding, a utility submits a proposal
to the Commission to reallocate its CPUC-authorized costs to
reflect any changes in the cost of providing service to its
customer classes.  When the Commission approved Pacific Gas and
Electric Company's GRC Phase 1 settlement last month, it ordered
the utility to begin the 12 to 18 month process of determining how
to allocate the cost of providing electric service among its
customer classes.

Historically, the CPUC has established electric rates using a
cost-sharing approach based on the principle that the allocation
to customer classes should fairly reflect the costs they impose on
the system.  However, the Commission departed from its traditional
method when it implemented the 3-cent surcharge during the energy
crisis.

As the CPUC applied the 3-cent energy crisis rate increases to the
various customer classes in 2001, it attempted to ease the impact
to residential customers by having industrial and commercial
customers pay a larger share. In addition, the California
Legislature passed a law in January 2001 that prohibited
increasing charges to electric customers that used 130 percent of
baseline quantities or less.

As a result of increases to rates in 2001 and the state law
regarding baseline usage, two-thirds of the company's residential
customers saw little or no increase compared to rates at 1996-
levels.  In fact, about 43 percent of the residential customers
saw no rate increases over 1996 rates.  However, over the same
period, medium and large commercial and industrial customers
experienced rate increases between 50 to 120 percent.  By January
2006, non-residential customers will have likely paid $2.4 billion
more for their electric service than they would have under a
traditional costs of service approach.

            What the GRC Phase 2 Requests

Pacific Gas and Electric Company's proposal seeks to redesign
electric rates on the principle that costs should be shared among
customer classes in proportion to the costs of providing service
to each class. Following established Commission polices, the
company proposes to divide the costs among its customer classes to
fairly and accurately reflect the price of providing electric
service to them.

During the energy crisis, the CPUC allocated a majority of the
rate increases to commercial and industrial customers, meaning
that business customers have been subsidizing residential
customers.

As the Governor and the Legislature work to improve the economic
climate, disproportionately high electricity rates risk delaying
the recovery, meaning jobs might not be created, companies may not
expand or relocate to the state, or businesses may choose to leave
California for other states with more friendly business
environments.

Pacific Gas and Electric Company recognizes that a full
elimination of the subsidy and a complete move to cost of service
rates would result in substantial increases in residential rates.  
In an effort to balance the needs of all its electric customers,
the utility's proposal recommends the CPUC move three-quarters of
the way from current rates towards full cost of service, instead
of asking residential customers to immediately reassume their full
share of costs.

The company realizes the impact this change will have on some of
its residential customers.  However, it would be inequitable to
keep asking industrial and commercial customers to bear a
significant portion of the costs of providing electric service to
residential customers.

While the result of the proceeding will likely be an increase in
residential customer rates, the increases will only be applied to
energy usage above 130 percent of baseline quantities.  Low-to-
average electricity users will see little or no increases in their
bills, but high users (about one-third of residential customers)
may see significant increases.

The proposal does not request an immediate change in customer
rates.  Any rate changes would not take effect until late 2005 or
early 2006.  Future changes in overall customer rates will depend
on many factors, including the resolution of proceedings pending
before the CPUC, any FERC-ordered refunds or settlements with
generators, and the cost of electricity from the Department of
Water Resources' power contracts.

If the CPUC approves the company's request to move to 75 percent
of the way from current rates to full cost of service rates, it
will likely change residential customer bills.  Presently, the
utility's average electric residential customer uses 542 kWh per
month, and pays about $66.09 per month. Under the proposal, that
average monthly electric bill would increase by $3.76.

An average electric customer using 876 kWh per month currently
pays $125.83 per month.  Under the proposal, that customer would
see their average monthly electric bill increase by approximately
$24.00.

The filing would also affect some of the nearly 700,000
residential customers participating in the California Alternate
Rate for Energy (CARE) Program that use energy in excess of 130
percent of baseline.  During the rate freeze, CARE customers saw
their bills decline because the CPUC increased the CARE discount,
increased baseline quantities, and did not apply any of the energy
crisis surcharges to these customers.  Currently, a typical CARE
customer uses 490 kWh per month and pays $42.08 per month.  Under
the proposal, the CARE customer's average monthly electric bill
would increase by 40 cents to $42.48.  Approximately 42 percent of
CARE customers would not see their rates increase as a result of
the proposal.

                  What Happens Next

Since the proceedings are expected to take up to 18 months to
complete, consumer groups, business organizations, and other
interested parties will have plenty of chances to participate in
the process and comment directly on Pacific Gas and Electric
Company's proposal.

Over the next year, there will be a series of public hearings and
numerous other opportunities for parties to file comments and
testimony.  The administrative law judge may issue a proposed
decision around August 2005, and the full Commission could vote on
a final decision at the end of September 2005.

                     Summary

Pacific Gas and Electric Company is asking the CPUC to reallocate
the percentage of the overall costs paid by the various customer
classes to better reflect the cost of providing them electric
service.  It has been more than 10 years since the CPUC adjusted
the allocation of electric costs.

The filing will not increase the company's revenues.  While
electric rates will change, with some customers experiencing
increases and others seeing decreases, the overall effect to the
company's revenue will not change because the proposed electric
rate changes are designed to produce the same revenue as
electricity rates in effect Friday. The proposal could potentially
lower electric rates for business customers and strengthen
California's economic climate.

To obtain a copy of Pacific Gas and Electric Company's GRC Phase 2
application, please send an e-mail to Brian Swanson (bjsf@pge.com)
or call 415-973-5930.

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


PACIFIC RIM PETROLEUM: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pacific Rim Petroleum LLC
        4160 Suisun Valley Road #204
        Fairfield, California 94534

Bankruptcy Case No.: 04-25983

Chapter 11 Petition Date: June 10, 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: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
RLO Consulting/NCF, Inc.                   $100,000

Design Collective                           $29,000

Terry Meader, CPA                            $4,805

Internal Revenue Service                     $3,600

Kiwi Distributing, Inc.                      $3,100

Franchise Tax Board                          $2,100


PARMALAT: Parma Court Declares Two German Subsidiaries Insolvent
----------------------------------------------------------------
     Parma, 16 June 2004 --     |       Milano, 16 giugno 2004 --
Parmalat Finanziaria S.p.A in   |  Parmalat Finanziaria S.p.A. in
Extraordinary Administration    |  Amministrazione Straordinaria
communicates that its companies |  comunica che le Societa con
headquartered in Germany,       |  sede in Germania, Deutsche
Deutsche Parmalat Gmbh and      |  Parmalat Gmbh e Parmalat
Parmalat Molkerei Gmbh,         |  Molkerei Gmbh, controllate
Indirectly controlled through   |  indirettamente tramite la
Parmalat S.p.A. in              |  Parmalat S.p.a. in
Extraordinary Administration,   |  Amministrazione Straordinaria,
requested insolvency status     |  hanno presentato in data
with the Civil Court in Parma   |  7 giugno 2004 la richiesta di
on 7 June 2004.                 |  stato di insolvenza presso il
                                |  Tribunale Civile di Parma.
     The Court accepted the     |
request on 15 June 2004         |       Il Tribunale ha accolto
declaring the above mentioned   |  in data 15 giugno 2004 la
companies to be insolvent.      |  richiesta dichiarando lo
                                |  stato di insolvenza delle
     Deutsche Parmalat Gmbh and |  suddette Societa.
Parmalat Molkerei Gmbh,         |
according to article 3,         |       Deutsche Parmalat Gmbh e
comma 3, of Legislative Decree  |  Parmalat Molkerei Gmbh, ai
no. 347 of 23 December 2003     |  sensi dell'art. 3 comma 3 del
passed with modifications under |  Decreto Legge n. 347 del
law no. 39 of 18 February 2004, |  23 dicembre 2003 convertito
were admitted by decree of the  |  con modificazioni dalla legge
Minister of Production          |  18 febbraio 2004 n. 39, con
Activities on 3 June 2004 to    |  decreto del Ministro delle
the Extraordinary               |  Attivita Produttive erano
Administration procedure and    |  state ammesse il 3 giugno 2004
Dr. Enrico Bondi was appointed  |  alla procedura di
Extraordinary Commissioner of   |  Amministrazione Straordinaria
these companies.                |  e il Dr. Enrico Bondi era
                                |  stato nominato Commissario
                                |  Straordinario delle suddette
                                |  societa.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PEGASUS: Court Issues Injunction Against Utility Companies
----------------------------------------------------------
In the ordinary course of their businesses, the Pegasus Satellite
Communications, Inc. Debtors use gas, water, electric, telephone
and other utility services provided by 93 utility companies.  
Pursuant to Section 366 of the Bankruptcy Code, the Utility
Companies may alter, refuse, or discontinue service, within 20
days after the Petition Date, if the Debtors do not furnish
adequate assurance of payment for service rendered.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, asserts that the number of Utility Companies and
their various locations make it impracticable for the Debtors to
contact all of them within the 20-day period and obtain
assurances that they will not discontinue services.  The utility
services are essential to the Debtors' ongoing business
operations -- the Debtors cannot provide services to their
customers without the Utility Companies' services.  If the
Utility Companies were permitted to terminate services within 20
days after the Petition Date, the Debtors would be forced to
cease doing business, to the severe detriment of their estates,
creditors, customers and employees.

The Debtors believe that it is entirely unnecessary to require
them to provide security deposits to the Utility Companies.  The
Debtors had solid payment histories with the Utility Companies --
consistently making payments on a regular and timely basis.  As
of the Petition Date, Mr. Keach reports that there were no
defaults with respect to utility bills, nor have there been any
defaults historically.  There were no arrearages of any
significance, other than amounts not yet due or invoiced.  
Furthermore, the Debtors will have sufficient funds with which to
remain current on any postpetition obligations to the Utility
Companies.

Under Section 503(b)(1)(A) of the Bankruptcy Code, postpetition
utility charges are actual and necessary expenses of preserving
the Debtors' estate, and thus the Utility Companies are entitled
to an administrative expense priority claim under Section
507(a)(1) of the Bankruptcy Code.

Hence, the Debtors ask Judge Haines to rule that:

   (a) absent any further Court order, the Utility Companies are
       forbidden to discontinue, alter or refuse service on
       account of any unpaid prepetition charges, or require
       payment of a deposit or receipt of other security in
       connection with any unpaid prepetition charges;

   (b) the Debtors will notify the Utility Companies of the
       Utility Order via first class U.S. Mail or Air Mail,
       postage paid, without further delay;

   (c) the Debtors will continue to make timely payments to the
       Utility Companies for all undisputed charges.  If the
       Debtors fail to make payments, a Utility Company may
       request additional assurances of future payment from the
       Debtors in the form of deposits or other security without
       further delay, and, if the Debtors believe that the
       Additional Assurance Request is not reasonable, the
       Debtors will promptly schedule a hearing to determine if
       additional assurances are necessary;

   (d) any Additional Assurance Request must be made in writing
       and must include a summary of the Debtors' payment history        
       relevant to the affected accounts; and

   (e) a Utility Company will be deemed to have adequate
       assurance of payment until a further Court order is
       entered in connection with a Determination Hearing.

Mr. Keach assures the Court that the Debtors will pay all
undisputed utility bills for postpetition service when due.  The
Debtors' cash on hand as of the Petition Date, augmented by the
funds that will become available through their normal business
operations, will be sufficient to permit them to operate their
business in the ordinary course during the pendency of their
cases.  The cash reserves should enable the Debtors to timely pay
all postpetition bills for services rendered by the Utility
Companies, as they become due in accordance with their normal
terms.  The Debtors' history of timely payment, their current and
projected financial status, the security deposits made
prepetition to many of the Utility Companies, and the
administrative expense priority afforded to the Utility Companies
for postpetition services together constitute adequate assurance
of payment, and no deposit or other security is required.

Mr. Keach maintains that the Debtors' adequate assurance method
is without prejudice to the rights of any of the Utility
Companies to request additional assurance, and that any burden of
proof will remain unaffected by approval of the method proposed.

                          *     *     *

Judge Haines promptly grants the Debtors' request.

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


PEGASUS SATELLITE: Honoring Prepetition Tax Obligations
-------------------------------------------------------
The Pegasus Satellite Communications, Inc. Debtors sought and
obtained the Court's authority to pay, in their sole discretion,
prepetition sales taxes, use taxes, property taxes and any other
taxes for which their directors, officers or employees may be
personally liable.  The Court also authorized all applicable
banks, when requested by the Debtors, to receive, process, honor,
and pay any and all checks or electronic transfers drawn on the
Debtors' accounts to pay the Taxes, whether the checks were
presented prior to or after the Petition Date, provided that
sufficient funds are available in the applicable accounts to make
the payments.

                       Sales and Use Taxes

The Debtors' Direct Broadcast Satellite operations result in the
collection of state sales and use taxes and surcharges from their
customers.  The sales and use taxes and surcharges are
subsequently remitted to the applicable taxing authorities.  
Sales and use taxes and surcharges accrue and are paid at various
intervals to the relevant taxing authorities.  As of the Petition
Date, the Debtors estimate that the accrued and unpaid sales and
use taxes and surcharges total $3,200,000.

                          Property Taxes

The Debtors are obligated to pay property taxes on certain real
and personal property that they own within the United States.  
The Debtors are required to make separate filings of real and
personal property taxes to numerous taxing authorities each year.  
As of the Petition Date, the Debtors' accrued and unpaid real and
personal property taxes is estimated at $1,100,000.

                     Other Taxes and Penalties

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, relates that in some or all of the states in
which the Debtors do business, sales taxes constitute so-called
"trust fund" taxes that are required to be collected from third
parties and held in trust for payment to the taxing authorities.  
To the extent the "trust fund" taxes are "collected" from the
third parties and held by the debtor prior to remittance to the
taxing authorities, courts have repeatedly held that those funds
do not constitute property of the debtor's estate under Section
541(d) of the Bankruptcy Code.  Thus, the Debtors do not have any
equitable interest in the sales taxes, and payment at this time
will not prejudice the rights of any of the Debtors' other
creditors.

In many of the states in which the Debtors do business, sales and
use taxes are administered by the same taxing authorities, and
are collected and enforced in the same manner.  Thus, although
few of the states in which the Debtors do business have statute,
which expressly treat use taxes as "trust taxes," many of the
states' taxing authorities assert various penalties and
enforcement actions as if use taxes constituted sales taxes.
Given the large number of sales and use tax filings that the
Debtors prepare each year, it would be extremely costly for their
estates to resolve any disputes and defend any actions that the
various taxing authorities assert regarding the issue of whether
use taxes are entitled to the same treatment as sales taxes.

Similarly, Mr. Keach informs the Court that numerous surcharges
are collected from the Debtors' customers and are paid to the
appropriate taxing authorities on a monthly or quarterly basis.  
The Debtors believe that authority to pay the surcharges is
necessary to assure the uninterrupted operation of their Direct
Broadcast Satellite business.

In many states that have laws providing that certain taxes
constitute "trust fund" taxes, officers, directors and employees
of the collecting entity may be held personally liable for
nonpayment.  Even where taxes do not constitute "trust fund"
taxes, certain states may attempt to hold the Debtors' officers,
directors and employees personally liable for nonpayment.  
Therefore, to the extent the taxes are not paid, the Debtors'
officers and directors may be subject to lawsuits during the
pendency of the Debtors' cases.  Mr. Keach contends that the
potential lawsuits would prove extremely distracting to the
Debtors, the officers, directors and employees, whose attention
to the Debtors' Chapter 11 cases is required, and to the Court,
which might be asked to entertain various motions seeking
injunctions with respect to the potential state court actions.

In addition, Mr. Keach points that that liens can attach to real
and personal property on which the Debtors have unpaid property
taxes, entitling the taxing authorities to postpetition interest
or other adequate protection.

Virtually all of the applicable Taxes and surcharges are entitled
to priority status pursuant to Section 507(a)(8) of the
Bankruptcy Code.  Thus, the Taxes and surcharges must be provided
for in full under any reorganization plan.  According to Mr.
Keach, payment of the Taxes at this time will only affect the
timing of payment, will avoid the accrual of interest or penalty
charges on those claims, and will not prejudice the rights of the
Debtors' general unsecured creditors.

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


PETCO ANIMAL: Prices Secondary Public Common Stock Offering
-----------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq: PETC) announced the pricing
of a public offering of 280,000 shares of its common stock by
selling stockholders at a price to the public of $32.10 per share.  
Affiliates of Leonard Green & Partners and Texas Pacific Group,
who completed a sale of an aggregate of 5,000,000 shares of common
stock earlier this week, are not participating in this sale.  This
sale is being made pursuant to a registration statement previously
filed by the Company with the Securities and Exchange Commission.  
Lehman Brothers Inc. is the underwriter of the offering.  PETCO
will not receive any of the proceeds from the offering.

Copies of the final prospectus supplement and related prospectus,
when available, may be obtained from Lehman Brothers Inc., c/o ADP
Financial Services, Integrated Distribution Service, 1155 Long
Island Avenue, Edgewood, New York 11717.

                           *   *   *

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

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


PG&E NATIONAL: NEG Settles Contract Dispute With Conectiv
---------------------------------------------------------
Pursuant to the Court Order establishing procedures for
settlement of trade contracts dated April 2, 2004, Martin T.
Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, notifies the Court that on June 4, 2004,
NEGT Energy Trading - Gas Corporation, and National Energy and
Gas Transmission, Inc., settled their dispute with Conectiv
Energy Supply, Inc., through an agreement and mutual release.

Conectiv Energy will pay $480,000 to NEG and ET Gas, in full and
final satisfaction of all claims arising out of an Annex "A"
Agreement between the parties dated October 30, 2002, including
all underlying master agreements, transactions, confirmations,
and other agreements between the parties connected to the Annex
"A" Agreement.  The parties release each other from any
liabilities arising out of the Annex "A" Agreement.

To the extent not already revoked, the Settlement Agreement
provides for the revocation of certain guaranties.  The parties
release each other from all claims, obligation and liabilities
related to these Guaranties:

    * Conectiv Energy -- $10,000,000 -- issued on December 1,
      2001, with NEGT Energy Trading - Power, LP, and ET Gas as
      beneficiaries, and Conectiv as the guaranteed party;

    * NEG -- $5,000,000 -- issued on April 4, 2002, with Conectiv
      Energy as beneficiary, and ET Power and ET Gas as the
      guaranteed parties; and

    * NEG -- $5,000,000 -- issued on February 2, 2001, with
      Conectiv Energy as beneficiary, and ET Power and ET Gas as
      guaranteed parties.

Mr. Fletcher explains that the Settlement Agreement is
advantageous to NEG and ET Gas in that the Settlement Amount
approaches the maximum recovery that NEG and ET Gas could
otherwise achieve through litigation, without any of the
attendant risks and costs.

Unless objections are received by June 18, 2004, the Settlement
Agreement will become fully effective and will be consummated.
If a written objection is received, then absent a resolution of
the objection, the Court will determine whether the Settlement
Agreement should be approved.

Right after the Court approves the Settlement Agreement, Conectiv
Energy will withdraw any proofs of claim it filed against NEG and
ET Gas within five business days of the Court approval.

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: Gets Enough Consents to Amend 8-3/4% Sr. Notes
------------------------------------------------------------------
Plains Exploration & Production Company (NYSE: PXP) announced
that, as part of its previously announced consent solicitation for
its outstanding 8-3/4% Senior Subordinated Notes due 2012, as of
5:00 p.m., New York City time, it received the required consents
of holders of the Notes to approve the proposed amendments to the
indenture governing the Notes.  PXP solicited the consents to
amend and restate the indenture under which the Notes were issued
and to modify and eliminate certain covenants and related
provisions.

In connection with the consent solicitation, PXP and its
subsidiaries that are party to the indenture governing the Notes
will as soon as practicable execute an amended and restated
indenture that will reflect the proposed amendments, to be
operative immediately upon execution of the amended and restated
indenture by PXP, its subsidiaries that are party to the indenture
and the trustee under the indenture.  Payment of the consent fee
is expected to be made on Monday, June 21, 2004.

The complete terms and conditions of the consent solicitation are
set forth in PXP's "Consent Solicitation Statement" dated
June 8, 2004 and the related materials.
    
J.P. Morgan Securities Inc. is the solicitation agent for the
consent solicitation.  Questions relating to the terms of the
consent solicitation may be directed to J.P. Morgan Securities
Inc. (telephone: 800-245-8812 or 212-270-9153).  Requests for
assistance or documentation may be directed to Georgeson
Shareholder Communications Inc., the information agent (telephone:
212-440-9800 (for banks and brokers only) or 877-388-2827 (for all
others toll-free)).

PXP is an independent oil and gas company primarily engaged in the
upstream activities of acquiring, exploiting, developing and
producing oil and gas in its core areas of operation:  onshore and
offshore California, West Texas, East Texas and the Gulf Coast
region of the United States.  PXP is headquartered in Houston,
Texas.

                         *   *   *

As reported in the Troubled Company Reporter's June 21, 2004
edition, 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.


PLAINS EXPLORATION: Prices 7.125% Senior Debt Offering
------------------------------------------------------
Plains Exploration & Production Company (NYSE: PXP) announced it
has priced an offering of $250 million of senior unsecured notes
due June 15, 2014, which will carry an interest rate of 7.125%.  
The senior notes were priced at 99.478% of par to yield 7.2% to
maturity and will be sold pursuant to exemptions from registration
of the offering under the Securities Act of 1933.

Proceeds from this offering plus borrowings under PXP's credit
facility will be used to repurchase Nuevo's 9 3/8% senior
subordinated notes due 2010, and redeem Nuevo's 5.75% convertible
subordinated debentures due December 15, 2026 (which will result
in the redemption of the outstanding $2.875 term convertible
securities, Series A, issued by a financing trust owned by Nuevo).

                      About the Company

PXP is an independent oil and gas company primarily engaged in the
upstream activities of acquiring, exploiting, developing and
producing oil and gas in its core areas of operation: onshore and
offshore California, West Texas, East Texas and the Gulf Coast
region of the United States.  PXP is headquartered in Houston,
Texas.

                        *   *   *

As reported in the Troubled Company Reporter's June 21, 2004
edition, 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.


PORTOLA PACKAGING: Defers Common Stock Redemption to August 23
--------------------------------------------------------------
Portola Packaging, Inc. announced that it has extended its tender
offer to purchase its common stock from the present expiration
date of June 21 to August 23, 2004. This will defer acceptance of
tenders through that date, at which time the Company will have a
better perspective on what the results for its fourth quarter and
fiscal 2004 will be, and the Company will have completed its FY
2005 financial projections.

                      About Portola Packaging

Portola Packaging -- whose February 29, 2004 balance sheet shows a
total equity deficit of about $37.8 million -- is a leading
designer, manufacturer and marketer of tamper evident plastic
closures used in dairy, fruit juice, bottled water, sports drinks,
institutional food products and other non-carbonated beverage
products. The Company also produces a wide variety of plastic
bottles for use in the dairy, water and juice industries,
including various high density bottles, as well as five-gallon
polycarbonate water bottles. In addition, the Company designs,
manufactures and markets capping equipment for use in high speed
bottling, filling and packaging production lines as well as
manufactures and markets customized five-gallon water capping and
filling systems. The Company is also engaged in the manufacture
and sale of tooling and molds used in the blow molding industry.
For more information about Portola Packaging, visit the Company's
web site at http://www.portpack.com/


QWEST COMMS: Names Kenneth Dunn VP -- Corporate Dev't & Strategy
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE:Q) announced the
appointment of Kenneth C. Dunn as vice president of corporate
development & strategy. Dunn will report to Oren G. Shaffer, Qwest
vice chairman and CFO.

Dunn, 47, has more than 20 years of business development and legal
experience in telecommunications and finance, including key roles
at SBC Communications, Ameritech, and as a partner in the
corporate and securities department at the law firm of Gardner,
Carton and Douglas.

Since joining Qwest in 2002 as vice president and deputy general
counsel, Dunn has directed the legal aspects of Qwest's
transactional matters, including financing, tax, real estate and
procurement. Dunn served as the primary legal advisor for the
$7.07 billion sale of Qwest's directory publishing business and
the company's substantial initiatives over the past 14 months in
reducing debt and improving liquidity.

"We are extremely pleased to have Ken transition into this
important role," said Shaffer. "His legal and operational
experience will serve us well as we continue to identify ways to
support long-term profitable growth and build shareowner value."

Dunn received his bachelor's degree from Duke University in 1978
summa cum laude and his law degree from Stanford Law School in
1982.

                          About Qwest

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

                         *   *   *

As reported in the Troubled Company Reporter's June 18, 2004
edition, Standard & Poor's Ratings Services raised the ratings of
Denver, Colorado-based diversified telecommunications carrier
Qwest Communications International Inc. and related entities. The
corporate credit rating was raised to 'BB-' from 'B-'. The outlook
is developing.

"The ratings reflect the relatively good overall business risk
profile of an increasingly challenged, but still well-positioned,
local exchange business," said Standard & Poor's credit analyst
Catherine Cosentino. "However, this is tempered by a lack of a
national wireless presence, in contrast to the other RBOCs, and a
fairly leveraged financial profile -- largely a legacy of cash
drain from the classic Qwest long-distance business."


RAMO PRACTICE MGMT: Case Summary & 61 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Ramo Practice Management, Inc.
             985 South Santa Fe Avenue, Suite 8
             Vista, California 92083

Bankruptcy Case No.: 04-05050

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      R&N Practice Management, LLC               04-05047
      RM&M Practice Management, Inc.             04-05051

Type of Business: The Debtor offers dental consulting, referral
                  and recruiting service.
                  See http://www.dentalrpm.com

Chapter 11 Petition Date: June 4, 2004

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Barry S. Glaser, Esq.
                  Miller & Holguin
                  1801 Century Park East, 7th Floor
                  Los Angeles, CA 90067
                  Tel: 310-566-1990

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Ramo Practice Management's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Align Technology (Vista/Grove)             Unstated        
881 Martin Ave.
Santa Clara, CA 95050

American Orthodontics (Vista Ortho)        Unstated
1714 Cambridge Ave.
P.O. Box 1048
Sheboygan, WI 53082

AT&T                                       Unstated

CDS Dental Supply                          Unstated

Choice Health Leasing                      Unstated

DDI Gloves                                 Unstated

Everest National                           Unstated

Farmers Insurance                          Unstated

First Pacific Corporation                  Unstated

Hochman Cohen Torres, LLP                  Unstated

JB Dental (Grove Dental)                   Unstated

Joy Dental Lab                             Unstated

Leggett, Davis & Pagnini (Broadway)        Unstated

Office Depot CC (Vista)                    Unstated

Omni Products                              Unstated

Pacific Dental Lab                         Unstated

Penny Saver                                Unstated

Total Network Solutions                    Unstated

Amin Ramo (ind)                            Unstated

Henry Schein (Grove)                       Unstated

B. R&N Practice Management's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Choice Health                              Unstated

Citicorp.                                  Unstated

Dumac                                      Unstated

Fattoiuh Dental Corporation                Unstated

First Pacific Corporation                  Unstated

JB Dental Supply                           Unstated

New Images Dental Lab                      Unstated

Charles S. Nicholson, III                  Unstated

Daniel Nolan                               Unstated

Pacific Dental Surgery Center              Unstated

Physician Sales & Service                  Unstated

Republic                                   Unstated

Rizvi (Lease)                              Unstated

Henry Schein                               Unstated

Smile Solutions                            Unstated

Sky Dental                                 Unstated

Southern Anesthesia & Surgical             Unstated

The Dentists Insurance Company             Unstated

Valley Yellow Pages                        Unstated

C. RM&M Practice Management's 21 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Bio Horizons                               Unstated

Choice Leasing                             Unstated

Dentrix                                    Unstated

Dumac                                      Unstated

EDD                                        Unstated

Franchise Tax Board of California          Unstated

First Pacific Corporation                  Unstated

HPSC                                       Unstated

IRS-Payroll Taxes                          Unstated

James Kasner, DDS                          Unstated

Manji & Mendivil Dental Corporation        Unstated

Matsco                                     Unstated

Next Level Internet                        Unstated

Premium Financing Specialists              Unstated

Prof. Medical Supply                       Unstated

PSS                                        Unstated

Sky Dental Supply                          Unstated

Henry Schein                               Unstated

TS Blvd.                                   Unstated

Unlimited Service                          Unstated

Sophie Ramo                                Unstated


RCN: Court Clarifies AP Services' Retention as Crisis Managers
--------------------------------------------------------------
The Court authorizes the RCN Corp. Debtors, in the interim, to
employ AP Services, LLC, to provide certain temporary employees to
assist them in their restructuring efforts pursuant to the terms
of an engagement letter.  However, Judge Drain clarifies that:

   (a) The definition, parameters, and size of any Contingent
       Success Fee will be determined based on a reasonableness
       standard after application and notice to all the parties-
       in-interest and upon hearing before the Court, and all
       objections of the U.S. Trustee and all parties-in-interest
       are preserved until that time;

   (b) APS will not be entitled to receive a Contingent Success
       Fee to the extent it is terminated for actions
       constituting gross negligence or willful misconduct; and

   (c) APS will not be entitled to receive a Contingent Success
       Fee in the event the Debtors' cases are converted from
       cases under Chapter 11 of the Bankruptcy Code to Chapter 7
       of the Bankruptcy Code, unless the Chapter 7 trustee
       appointed after the conversion ratifies or continues the
       Engagement Letter.

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)    


RCN CORPORATION: Court Approves Blackstone's Employment as Advisor
------------------------------------------------------------------
The Court permits the RCN Corp. Debtors to employ The Blackstone
Group, LP, as their financial advisors, effective as of the
Petition Date, on an interim basis.

Blackstone will not be required to file time records in
accordance with the U.S. Trustee Guidelines.

Prior to entry of a Court order approving Blackstone's retention
on a final basis, all compensation and reimbursement of expenses
to be paid to Blackstone will be subject to prior Court approval.

The U.S. Trustee retains all rights to object to Blackstone's
interim and final fee applications, including expense
reimbursement, on all grounds including, but not limited to, the
reasonableness standard provided for in Section 330 of the
Bankruptcy Code.

Furthermore, Judge Drain rules that all of Blackstone's requests
for payment of indemnity pursuant to the Indemnification
Agreement will be made by means of an application and will be
subject to Court review to ensure that payment of the indemnity
conforms to the terms of the Indemnification Agreement and is
reasonable based on the circumstances of the litigation or
settlement in respect of which indemnity is sought.  However,
this is provided that in no event will Blackstone be indemnified
in the case of its own bad-faith, self-dealing, breach of
fiduciary duty, gross negligence or willful misconduct.

In no event will Blackstone be indemnified if the Debtors or a
representative of the Debtors' estates, asserts a claim for, and
a court determines by final order that the claim arose out of,
Blackstone's own bad-faith, self-dealing, breach of fiduciary
duty, gross negligence or willful misconduct.

If Blackstone seeks reimbursement for attorneys' fees from the
Debtors pursuant to the Indemnification Agreement, the invoices
and supporting time records from the attorneys will be included
in Blackstone's own applications, which will be subject to the
U.S. Trustee's guidelines for compensation and reimbursement of
expenses and the Court's approval under the standards of Sections
330 and 331 without regard to whether:

   -- the attorney has been retained under Section 327 of the
      Bankruptcy Code; and

   -- the attorneys' services satisfy Section 330(a)(3)(C).

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)    


SALOMON BROS: Fitch Takes Rating Actions on Series 2001 Notes
-------------------------------------------------------------
Fitch has taken rating actions on the following Salomon Brothers
Mortgage Securities VII, Inc., mortgage pass-through certificates:
Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2001-UP1 group 1:

               --Class AF affirmed at 'AAA';
               --Class BF-1 upgraded to 'AAA' from 'AA';
               --Class BF-2 upgraded to 'A+' from 'A';
               --Class BF-3 affirmed at 'BBB';
               --Class BF-4 affirmed at 'BB';
               --Class BF-5 affirmed at 'B'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2001-UP1 group 2:

               --Class AV affirmed at 'AAA';
               --Class BV-1 upgraded to 'AAA' from 'AA';
               --Class BV-2 upgraded to 'AA' from 'A';
               --Class BV-3 upgraded to 'A' from 'BBB';
               --Class BV-4 upgraded to 'BB+' from 'BB';
               --Class BV-5 affirmed at 'B'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2001-UP2 group 1:

               --Class AF affirmed at 'AAA';
               --Class BF-1 affirmed at 'AA';
               --Class BF-2 affirmed at 'A';
               --Class BF-3 affirmed at 'BBB';
               --Class BF-4 rated 'BB' placed on Rating Watch
                 Negative;
               --Class BF-5 rated 'B' placed on Rating Watch
                 Negative.

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2001-UP2 group 2:

               --Class AV affirmed at 'AAA';
               --Class BV-1 affirmed at 'AA';
               --Class BV-2 affirmed at 'A';
               --Class BV-3 affirmed at 'BBB';
               --Class BV-4 rated 'BB' placed on Rating Watch
                 Negative;
               --Class BV-5 rated 'B' placed on Rating Watch
                 Negative.

The negative rating actions are taken due to the level of losses
incurred and the high delinquencies in relation to the applicable
credit support levels as of the May 2004 distribution date. The
affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.


SPIEGEL INC: Agrees to Resolve Fry, Inc.'s Claim for $886,043
-------------------------------------------------------------
On May 23, 2003, Spiegel, Inc., filed its Schedule of Assets and
Liabilities, where Fry, Inc., is scheduled as having a general
unsecured non-priority claim for $559,113.  None of the other
Debtors scheduled Fry as having a claim against them.

On September 29, 2003, Fry filed a proof of claim against Spiegel
for $1,139,542 and another proof of claim against Spiegel
Catalog, Inc., for the same amount.  Fry has not filed a proof of
claim against any of the other Debtors.

On February 2, 2004, the Court authorized the Debtors to enter
into and perform under a settlement agreement with Fry.  The
Settlement Agreement provides that Spiegel agrees to fix Fry's
prepetition claim for $886,043.

On April 26, 2004, the Debtors objected to proofs of claim having
no amounts due and owing or having incorrect amounts.  The
Debtors inadvertently seek to reduce and allow the Fry Claim for
$886,043.

In a Court-approved stipulation, the parties agree that:

    (1) Fry is deemed to have an allowed a general unsecured non-
        priority claim against Spiegel for $886,043, and no other
        claim against any of the other Debtors;

    (2) The Stipulation will constitute a valid withdrawal of the
        Fry Proof of Claim and the withdrawal will be with
        prejudice; and

    (3) The Debtors will submit an amended Proposed Order
        withdrawing their objection to the Fry Claim.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SUMMUS INC USA: Needs More Funds to Meet Obligations
----------------------------------------------------
Summus, Inc. (USA), formerly known as High Speed Net Solutions,
Inc., is engaged primarily in the development of applications and
solutions that optimize the consumer wireless experience. Prior to
the second quarter of 2002, Summus' primary business activities
included providing services under research and development
contracts for governmental agencies in the areas of complex
imaging and object recognition as well as the licensing to third
parties its Photo ID and WI compression and decompression
technology. Although the Company's core business activities are
now focused on the mobile and wireless market, Summus continues to
evaluate business opportunities related to services and products
that it had formerly provided as they become available. The core
of the Company's business plan is to focus on the emerging
wireless and mobile market. Summus has developed software,
technology and applications to enable information processing and
resource management to include, but not be limited to, the
creation, transmission, playing and management of content over
wireless networks. The Company's technology platform, which
provides the foundation for its current services, is designed to
address the usability constraints of existing wireless network
infrastructure. This platform will enable more efficient use of
existing and future bandwidth allocations, resulting in a
perceived bandwidth increase by the mobile end-user. The
platform's objective is to create a superior mobile end-user
experience, which will impact devices, wireless carrier
infrastructure and mobile applications.

The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.
As shown in its financial statements at March 31, 2004, the
Company incurred a net loss for the quarter of approximately
$1,240,471, has negative working capital of $946,854 at March 31,
2004, and experienced negative cash flows from operations. The
Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flow to meet its obligations
on a timely basis, to obtain additional financing, and ultimately
to attain profitability. The Company is actively promoting and
expanding its product line and pursuing additional financing from
existing shareholders and other institutional investors.
Management expects to be able to attract additional capital to
continue to fund and expand operations and also expects that
increased revenues will reduce its operating losses in future
periods. However, there can be no assurance that management's plan
will be executed as anticipated.

As of March 31, 2004 Summus had $300,047 of cash on hand, and
negative working capital of $946,854, and approximately
$2.1 million in current liabilities.

Management anticipates that the sale of the Company's debt and
equity securities will continue to represent the primary source of
liquidity until the Company is able to generate positive cash flow
from operations. If Summus has to raise additional funding, there
is no guarantee that the Company will be able to raise the
necessary capital or that, if it does so, it will be on favorable
terms. Summus may have to sell equity at below market rates, and
any future sales of its capital stock to finance its business plan
will dilute existing shareholders' ownership. The continuation of
the Company as a going concern depends on its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to
obtain additional financing as may be required and ultimately to
attain profitability. In light of its financial condition and
operating losses, Company auditors have included in their report
on Summus' audited consolidated financial statements an
explanatory paragraph which expresses substantial doubt about the
Company's ability to continue as a going concern.

Through the end of 2003, the company had entered into settlement
agreements or arrangements with several of its vendors under which
such vendors have agreed to the payment of less than the amounts
due, the extension of payment terms by between 9-36 months and/or
the satisfaction of the amounts due through a combination of cash
and stock.

"As of the date of this filing, we have been able to make all of
the required payments established under settlement agreements
previously arranged with certain vendors. We continue to
communicate with our vendors to keep them informed of our
situation and discuss payment arrangements amiable to both parties
under the current circumstances. Additionally, as of March 31,
2004, we had approximately $1.2 million in accounts payable, of
which approximately $0.7 million were greater than 90 days old."

As of the date of this report, the company is a party to one
unsettled lawsuit, whereby the claimant has sued for non-payment
of services provided to the Company. The aggregate value of this
claim is $276,374, which is included in accounts payable. Summus
has disputed the total amount claimed and is in the process of
attempting to negotiate a settlement with the creditor.


SURFSIDE RESORT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Surfside Resort and Suites, Inc.
        251 South Atlantic Avenue
        Ormond Beach, Florida 32176

Bankruptcy Case No.: 04-05948

Type of Business: The Debtor operates vacation resort,
                  restaurant and lounge.

Chapter 11 Petition Date: June 9, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Walter J. Snell, Esq.
                  436 North Peninsula Drive
                  Daytona Beach, FL 32118-4073
                  Tel: 386-255-5334
                  Fax: 386-255-5335

Total Assets: $19,598,145

Total Debts:  $9,289,843

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Fl. Dept. of Revenue          Sales tax                  $57,636

GMAC Commercial Mortgage                                 $50,582

System Solutions LLC          Business Debt              $34,767

United States Treasury        2002-941 taxes             $26,772

J.L. Cohen & Associates       Tax preparation            $18,250

Cobb & Cole                   Attorney fees              $13,918

Traveler Discount Guide       Advertising                 $9,521

Florida Supply & Cleaning     Supplier                    $7,272
Inc.

LodgeNet Entertainment Corp.  Tax preparation             $4,620

East Coast Refrigeration Inc  Repairs                     $3,443

Lowes Home Centers Inc.       Supplier                    $2,641

Sand Dollar Resort Services   Repair                      $2,357

Ice and Juice Systems         Supplier                    $2,142

Ecolab                        Lease of restaurant         $1,870
                              equipment

Marra Air Conditioning Inc.   Repairs                     $1,661

Trayco                        Supplier                    $1,642

ASSA ABOLY Hospitality Inc.   Supplier                    $1,575

Multi-Systems Inc.            Supplier                    $1,539

Southern Printing             Supplier                    $1,468

BMI General Licensing         Business Debt               $1,428


T MCGARY CORP: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: T. McGary Corp.
        dba Terrell M. McGary, LLC
        4001 Colorado Boulevard
        Denver, Colorado 80216

Bankruptcy Case No.: 04-23303

Chapter 11 Petition Date: June 18, 2004

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller Kearns, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: 303-832-2400

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Travelers Indemity Co. of Connecticut        $7,885

Baroness Coffee Co.                          $7,854

Xcel Energy                                  $6,891

Pinnacol Assurance                           $3,200

Colorado Lotto                               $2,883

Sintons Dairy                                $2,753

Denver Water Board                           $1,745

Denver Newspaper Agency                      $1,466

Doctors Associates, Inc.                     $1,000

Dresser Wayne, Fremont Div.                    $761

Soloray                                        $484

Cintas                                         $400


TXU CORPORATION: Selling Oncor Utility Solutions to UMS Group
-------------------------------------------------------------
TXU Corp. (NYSE: TXU) announced that it has agreed to sell Oncor
Utility Solutions consulting and asset management business to UMS
Group, a global utility consulting company headquartered in
Parsippany, N.J., effective June 18, 2004. The terms of the
transaction were not disclosed.

Oncor Utility Solutions, a wholly owned subsidiary of TXU, was
formed in September 2001 to provide asset management, design and
project management, resource management, supply chain consulting,
emergency preparedness, and other services to investor-owned
utilities and cooperatives in North America. UMS Group, which has
extensive experience in business growth strategies for the utility
industry, assisted Oncor Utility Solutions in launching the
unregulated business.

Under the terms of the transaction, UMS Group will assume
ownership of all Oncor Utility Solutions consulting and asset
management contracts and will continue marketing efforts begun by
Oncor Utility Solutions.  Oncor Utility Solutions has
approximately 12 contracts, including asset management outsourcing
contracts with two Canadian utilities, Essex Power and Erie-Thames
Power, in Ontario.  The transaction will have no material effect
on TXU's earnings or cash flows and reflects TXU's continued focus
on its core businesses.

"Although Oncor Utility Solutions was beginning to gain some
momentum, it's not core to TXU's business.  Oncor Utility
Solutions and UMS Group are a better fit and share the same
business model," said Wade Freeman, executive vice president,
Oncor Utility Solutions.  "We're pleased that UMS Group, with its
broad experience in utility consulting throughout the United
States, Europe, Australia, Asia, and other parts of the world,
will now be providing services to our clients."

"UMS Group is excited about the opportunity to further expand our
asset management outsourcing expertise.  Our history with Oncor
Utility Solutions and experience in providing asset management
services ensures Oncor Utility Solutions customers will continue
to receive the same high quality service. This acquisition also
brings a wealth of new capabilities to our existing and future
clients," said Jack Shearman, chief executive of UMS Group.

Shearman added that UMS Group plans to fully leverage its
experienced staff, best practices, and asset management tools to
bring maximum value to clients and partners in this business.

"This is an area ripe for innovation and ready for better
integration of systems, stronger performance management and more
timely and effective information for decision making.  At the
bottom line, we believe that asset management outsourcing has the
potential to significantly improve return on assets in the utility
industry," he said.

                         UMS Group

UMS Group, founded in 1989, is an international management
consulting firm with offices in the U.S., the UK, Australia, Hong
Kong and the Middle East. UMS Group is a leader in helping
utilities enhance operational performance through application of
world class asset management and performance management practices,
processes, tools and technology.  The firm's other practices
include regulatory and litigation support, performance management
and benchmarking, shared services improvement and reduction of A&G
costs.  UMS Group's proprietary databases, analytical tools and
methodologies have been utilized by more than 300 electric, gas,
and water utilities on four continents to build world-class
operations.  Visit http://www.umsgroup.comfor more information  
about UMS Group.

                        TXU Corp.

TXU, a Dallas-based energy company, manages a portfolio of
competitive and regulated energy businesses in North America,
primarily in Texas.  In TXU's unregulated business, TXU Energy
provides electricity and related services to more than 2.6 million
competitive electricity customers in Texas, more customers than
any other retail electric provider in the state.  TXU Power owns
and operates 18,500 megawatts of generation in Texas, including
2,300 MW of nuclear-fired and 5,837 MW of lignite/coal-fired
generation capacity.  The company is also the largest purchaser of
wind-generated electricity in Texas and among the top five
purchasers in North America.  TXU's regulated electric
distribution and transmission business complements the competitive
operations, using asset management skills developed over more than
one hundred years, to provide reliable electricity delivery to
consumers.  TXU Electric Delivery's operations are the largest in
Texas, providing power to 2.9 million delivery points over more
than 98,000 miles of distribution and 14,000 miles of transmission
lines.  TXU has agreed to sell its energy business in Australia,
TXU Australia, and has announced its intent to sell TXU Gas, its
largely regulated natural gas transmission and distribution
business in Texas.  Visit http://www.txucorp.comfor more  
information about TXU.

                        *   *   *

As reported in the Troubled Company Reporter's May 11, 2004
edition, TXU Corp. announced it has reached an agreement which
resulted in the dismissal of a lawsuit brought against TXU by
owners of approximately 39 percent of certain TXU equity-linked
debt securities issued in October 2001. Under the terms of the
agreement, TXU will repurchase all of the approximately
8.1 million equity-linked debt securities (NYSE:TXU PrC)
(approximately $400 million stated amount), held by the plaintiffs
for an aggregate price of $47.75 per unit.

The lawsuit was filed on October 9, 2003 in New York. In the
litigation, the plaintiffs alleged that a termination event had
occurred and that the plaintiffs are not required to buy common
stock under the common stock purchase contracts which apply to the
securities. The lawsuit also alleged that an event of default had
occurred under the terms of the related notes. The common stock
purchase contracts require the holders to buy TXU common stock on
specified dates in 2004 and 2005. The lawsuit, which is currently
on appeal after the trial court granted TXU's motion to dismiss,
will be dismissed by agreement of the parties.


UAL CORP: Watchdog Group Applauds ATSB for Nixing Loan Guarantee
----------------------------------------------------------------
The Council for Citizens Against Government Waste (CCAGW)
congratulated the Air Transportation Stabilization Board (ATSB)
for grounding United Airlines' request of $1.6 billion in
federally backed loans. It was the second time the ATSB denied
United's application, saying the company could probably obtain the
$2 billion in private financing without a federal loan guarantee.
In an attempt to emerge from bankruptcy later this summer, United
plans to submit a third application in a matter of days, which if
granted, would make taxpayers responsible to cover the costs of
the loan if the company defaults.

"With two out of three federal agencies represented on the ATSB
saying they would be open to reconsidering United's application
with more information, the board should pay heed to a recent
statement by airline economist Daniel Kasper," CCAGW President Tom
Schatz said. "His May 19 expert report and declaration to the
United States Bankruptcy Court for the Northern District of
Illinois Eastern Division stated, 'Notwithstanding the progress
the Company has made over the past 18 months, United still needs
to reduce its costs wherever possible -- including its retiree
health costs -- if it hopes to compete successfully against both
low cost and other full service airlines for the long term.'
United Airlines is clearly not ready for prime-time flying," CCAGW
President Tom Schatz said.

"Mr. Kasper's comments make it clear the company has not done
enough to correct the problems that caused its bankruptcy in the
first place. A quick screening of United shows that its problems
can no longer be blamed on Sept. 11. If the application is
approved, and a sound business plan never materializes, taxpayers
will be left holding this carry-on bag," Schatz said.

As reported by the Associated Press earlier Friday, Henry H.
Harteveldt, vice president for travel research at Forrester
Research, blamed United's problems on "broader business issues"
not related to Sept. 11. According to the New York Times, United
Airlines' operating costs are the second highest in the industry
at 10.8 cents per seat per mile. Although the company reduced
costs by 7 percent from 2001 to 2003, it still lags behind its
competitors. Over the course of the last three years, United has
lost almost $10 billion, including more than $3 billion while
under bankruptcy protection during the last 16 months.

In December 2002, United was denied a similar request for a loan
guarantee by ATSB because its business plan was found to be
financially unsound and seriously flawed. The Board cited its
responsibility to taxpayers as a major concern in deciding not to
grant the loan.

"Nothing has changed since 2002 that is worth risking tax dollars,
especially in a time of record federal budget deficits. ATSB needs
to remember its past concern for taxpayers," Schatz concluded. "It
is time for United to leave the taxpayers' nest and fly on its
own. A loan guarantee is not a safety net -- it's a safety
hammock, paid for by taxpayers. It would give the airline an
unfair business advantage and encourage more risk-taking in the
airline industry."

The Council for Citizens Against Government Waste is the lobbying
arm of Citizens Against Government Waste, the nation's largest
nonpartisan, nonprofit organization dedicated to eliminating
waste, fraud, abuse, and mismanagement in government.


UAL CORPORATION: Asks ATSB to Reconsider Loan Guarantee Decision
----------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) sent the following
letter to the Air Transportation Stabilization Board:

                                June 18, 2004

     VIA FACSIMILE AND EMAIL

     Mr. Michael Kestenbaum
     Executive Director
     Air Transportation Stabilization Board
     1120 Vermont Avenue
     Suite 970
     Washington, D.C.  20005

           Re:  Application of United Air Lines, Inc. For Issuance
                of Federal Credit Instrument Under the Air Carrier
                Guarantee Loan Program

    Dear Mike:

    With respect to the action taken by the ATSB on June 17, 2004,
United requests the opportunity, as expressed by DOT and Treasury
in their statements, for reconsideration of our application.

    Toward that end, United will shortly submit information
justifying the need for reconsideration as well as proposed
modifications to the loan terms. United desires to promptly meet
with you and the appropriate ATSB representatives with respect to
the above.

    Thank you for your consideration.


                                           Sincerely,

                                           /s/

                                           Frederic F. Brace III
                                           Executive Vice
                                           President and
                                           Chief Financial Officer

     cc:  Governor Edward M. Gramlich (via email)
          Brian C. Roseboro (via email)
          Jeffrey N. Shane (via email)


UNITED AIRLINES: Restructuring Nine Aircraft Financing Deals
------------------------------------------------------------
The United Airlines Inc. Debtors seek the Court's permission to
amend certain financing arrangements and operative agreements, and
enter into restructuring transactions with respect to Aircraft
bearing Tail Nos. N387UA, N388UA, N501UA, N527UA, N653UA, N819UA,
N820UA, N825UA and N826UA.

The Debtors and certain Aircraft Financiers have agreed to amend  
and restructure their Financing Arrangements.  Each current  
Financing Arrangement may consist of one or more:

   -- secured loans or other secured debt or debt-related  
      agreements; or

   -- trust, indenture, mortgage, participation, indemnity and  
      other agreements, documents or instruments.

One of the Financing Arrangements is structured as a Japanese
Leveraged Lease.  Other Financing Arrangements are structured as
French Leveraged Leases.  For the JLLs and FLLs, the relevant
Aircraft Financiers have executed Amendments to restructure the
Debtors' obligations.  The remaining Financing Arrangements are
Single Investor Leases.  The Debtors plan to convert and
restructure the SILs as single investor operating leases.  Thus,
the Debtors seek authority to restructure the Leases by amending,
restating or restructuring the Operative Agreement to effectuate
the proposed restructuring transactions.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Wedoff that the Restructuring Transactions will provide
substantial benefits to the Debtors and their estates.  The
Agreements provide for significant deferrals of the Debtors' loan
repayments and other obligations, plus reservation of the
Debtors' right to abandon the Aircraft before consummation of a
plan of reorganization.

The Aircraft Financiers' rights to assert general unsecured non-
priority prepetition claims for damages due to the termination or
rejection of the existing financing arrangements should also be
reserved.  The Term Sheets and related Amendments will be filed
under seal because they contain confidential information.

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: Agrees to Allow 401(k) Claimants To Pursue Insurance
----------------------------------------------------------------
On November 4, 2002, Vincent D. DiFelice filed Claim No. 3126 for
$26,100,000 against US Airways, Inc., on behalf of himself and an
alleged class of participants in the US Airways, Inc.'s 401(k)
Savings Plan.  Mr. DiFelice alleged losses resulting from the
Debtors' breaches of their fiduciary duties to the 401(k) Plan
under the Employee Retirement Income Security Act.  The Debtors
objected to Claim No. 3126 and the Class Claimants responded.

On June 20, 2003, the Debtors filed a request to establish a
Distribution Reserve.  Pursuant to the terms of the request, the
Reorganized Debtors estimated the reserve amount for Claim No.
3126 at $0.  The Class Claimants did not file a written response
to the request and they did not make an appearance at the
hearing.  The Court entered the Distribution Reserve Order on
July 22, 2003.

Pursuant to the Confirmation Order, nothing in the Plan enjoined
or prohibited Mr. DiFelice and the Class Claimants from seeking
to enforce Claim No. 3126 against the insurance proceeds
applicable to the 401(k) Claim.  However, Mr. DiFelice could not
pursue the Debtors, their estates, present and former officers
and directors.  As a result, negotiations over Claim No. 3126
ensued.

To curtail the flow of resources devoted to this dispute, the
Debtors ask the Court to approve a Claims Stipulation, pursuant
to which the Plan Injunction will be lifted to enable the Class
Claimants to pursue their 401(k) Claims to final judgment.  The
Class Claimants may recover any liquidated final judgment or
settlement on the 401(k) Claims from the applicable insurance
coverage.  The Class Claimants agree to waive claims against the
Debtors, and all associated entities, Federal Insurance Company,
Hartford Insurance Company and Zurich Insurance Company.  The
Class Claimants will withdraw Claim No. 3126.  The Reorganized
Debtors, Chubb & Sons, Inc., a division of Federal Insurance
Company, and the Class Claimants agree to the terms of the
Stipulations.

The Reorganized Debtors have a $40,000,000 Available Insurance
Coverage, comprised of:

  1) $15,000,000 of primary coverage provided by Federal
     Insurance Company, subject to a $250,000 deductible;

  2) $15,000,000 of coverage in excess of primary coverage
     provided by Hartford Insurance Company; and

  3) $10,000,000 of additional coverage provided by Zurich
     Insurance Company.

Under the Stipulation, the Reorganized Debtors will pay the
$250,000 deductible.  The Class Claimants will pursue the 401(k)
Claims in the United States District Court for the Eastern
District of Virginia, Alexandria Division.

The Stipulation allows the Reorganized Debtors to focus their
resources, both financial and personnel, on day-to-day
operational issues. (US Airways Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


VALENCE TECHNOLOGY: Posts $56.8 Million Deficit at March 31, 2004
-----------------------------------------------------------------
Valence Technology Inc. (Nasdaq:VLNC), the leader in the
development and commercialization of Saphion(R) technology, the
only safe large format Lithium-ion rechargeable battery
technology, announced that is has filed its Annual Report on Form
10-K with the United States Securities and Exchange Commission,
for the period ended March 31, 2004.

Valence was issued a clean and unqualified opinion on its
financial statements by the Company's independent registered
public accounting firm.

At March 31, 2004, Valence Technology Inc.'s balance sheet shows a
stockholders' deficit of $56,794,000 compared to a deficit of
$17,518,000 at March 31, 2003.

                About Valence Technology Inc.

Valence is a leader in the development and commercialization of
Saphion(R) technology, the only safe large format Lithium-ion
rechargeable battery technology. Valence holds an extensive,
worldwide portfolio of issued and pending patents relating to its
Saphion(R) technology and Lithium-ion rechargeable batteries. The
company has facilities in Austin, Texas, Henderson, Nev. and
Mallusk, Northern Ireland. Valence is traded on the NASDAQ
SmallCap Market under the symbol VLNC and can be found on the
Internet at http://www.valence.com/


WEIRTON STEEL: Proposes Plan Solicitation Procedures
----------------------------------------------------
In connection with the filing of its Plan of Liquidation and
Disclosure Statement, Weirton Steel Corporation proposes to
distribute Ballots based on Official Form No. 4 to the creditors
entitled to vote on the Plan of Liquidation.  The applicable
Ballot form will be distributed to holders of claims in the
classes entitled to vote to accept or reject the Plan:

   Ballot for Class 2:   Notes and Bonds

   Ballot for Class 3:   Priority Non-Tax Claims

   Ballot for Class 4:   General Unsecured Claims

Class 1 is unimpaired and is conclusively presumed to accept the
Plan in accordance with Section 1126(f) of the Bankruptcy Code.  
Holders of claims and interests in Class 5 under the Plan neither
retain nor receive any property under the Plan on account of
their claims and interests.  Class 5 is deemed to reject the Plan
in accordance with Section 1126(g) of the Bankruptcy Code.  Thus,
solicitation of Classes 1 and 5 under the Plan is not required.  
Instead, holders of claims and interests in Classes 1 and 5 will
receive a Notice of Non-Voting Status.  Each Notice of Non-voting
Status will inform the recipient that it is not entitled to vote
and the reason for it.

                         Voting Deadline

To be counted as votes, all Ballots must be properly executed,
completed and delivered to Donlin, Recano & Company, Inc., the
Balloting Agent, either by mail in the return envelope provided
with each Ballot, by overnight courier, or by personal delivery
so that the Ballots are received by the Balloting Agent no later
than 5:00 p.m., Eastern Time, on August 18, 2004 or a date
established by the Debtor that is at least 25 days after the
commencement of the solicitation period.

                  Procedures for Vote Tabulation

Solely for purposes of voting on the Plan, the Debtor proposes
that each claim within a class of claims entitled to vote to
accept or reject the Plan be temporarily allowed in accordance
with these Tabulation Rules:

   (a) Unless otherwise provided, a claim will be deemed
       temporarily allowed for voting purposes only in an amount
       equal to the lesser of:

       (1) the claim amount as set forth in the Schedules; and

       (2) the claim amount as set forth in a timely filed proof
           of claim;

   (b) A claim will be temporarily allowed for voting purposes
       for $1 if the claim for which a proof of claim has been
       timely filed is:

       (1) marked as contingent, unliquidated or disputed on its
           face;

       (2) listed as contingent, unliquidated or disputed in the
           Schedules, either in whole or in part; or

       (3) not listed in the Schedules.

   (c) If a claim has been estimated or otherwise allowed for
       voting purposes by a Court order, the claim will be
       temporarily allowed for voting purposes in the amount so
       estimated or allowed by the Court;

   (d) If a claim is listed in the Schedules as contingent,
       unliquidated or disputed and a proof of claim was not
       timely filed, the claim will be disallowed for voting
       purposes;

   (e) If the Debtor has filed and served an objection to a claim
       at least 10 days before the Voting Deadline, the claim
       will be temporarily allowed or disallowed for voting
       purposes in accordance with the protection sought in the
       objection; and

   (f) If a claim holder identifies a claim amount on its Ballot
       that is less than the amount otherwise calculated in
       accordance with the Tabulation Rules, the claim will be
       temporarily allowed for voting purposes in the lesser
       amount identified on the Ballot.

                        Rule 3018 Motion

The Debtor believes that the proposed Tabulation Rules will
establish a fair and equitable voting process.  Nevertheless, if
any claimant seeks to challenge the allowance of its claim for
voting purposes in accordance with the Tabulation Rules, the
claimant should be required to file a motion, pursuant to Rule
3018(a) of the Federal Rules of Bankruptcy Procedure, for an
order temporarily allowing the claim in a different amount or
classification for purposes of voting to accept or reject the
Plan and serve the motion on the Debtor so that it is received no
more than 10 days after the later of:

   -- the date of service of the Confirmation Hearing Notice; and

   -- the date of service of a notice of an objection, if any, to
      the underlying claim.

The Debtor further proposes that any Ballot submitted by a
creditor that files a Rule 3018 Motion will be counted solely in
accordance with the Debtor's proposed Tabulation Rules and the
other applicable provisions contained herein unless and until the
underlying claim is temporarily allowed by the Court for voting
purposes in a different amount, after notice and a hearing.

In tabulating the Ballots, the Debtor propose these additional
procedures:

   (a) Any Ballot that is properly completed, executed and timely
       returned to the Balloting Agent but does not indicate an
       acceptance or rejection of the Plan will be deemed a vote
       to accept the Plan;

   (b) If no votes to accept or reject the Plan are received with
       respect to a particular class, that class will be deemed
       to have voted to accept the Plan;

   (c) If a creditor casts more than one Ballot voting the same
       claim before the Voting Deadline, the latest-dated Ballot
       received before the Voting Deadline will be deemed to
       reflect the voter's intent and, thus, will supersede any
       prior Ballots; and

   (d) Creditors will be required to vote all of their claims
       within a particular class under the Plan either to accept
       or reject the Plan and may not split their votes.

                       Confirmation Hearing

The Debtor ask the Court to schedule the Confirmation Hearing on
August 24, 2004 at 10:00 a.m. Eastern Time and to establish
appropriate pre-trial procedures for the Confirmation Hearing.  
Objections, if any, to the confirmation of the Plan must:

   (a) be in writing;

   (b) state the name and address of the objecting party and the
       nature of the claim or interest of the party;

   (c) state with particularity the basis and nature of any
       objection to the confirmation of the Plan; and

   (d) be filed with the Court and served on the parties on the
       Official Service List so that they are received no later
       than 4:00 p.m., Eastern Time, on August 18, 2004, or on a
       date established by the Debtor that is at least 25 days
       after the commencement of the solicitation period

The Debtor proposes to serve on all creditors and equity security
holders, as part of the Solicitation Packages, and not less than
25 days prior to the Confirmation Objection Deadline, the
Confirmation Notice Hearing, setting forth:

   (a) the Voting Deadline for the submission of Ballots to
       accept or reject the Plan;

   (b) the Tabulation Rules and the deadline for filing Rule
       3018 Motions;

   (c) the Confirmation Objection Deadline; and

   (d) the time, date and place of the Confirmation Hearing.

                      Voting Record Date

To permit solicitation of the Plan to begin promptly after
approval of the request, the Debtor ask the Court to establish
July 6, 2004, as the record date pursuant to Rule 3017(d) of the
Federal Rules of Bankruptcy Procedure for purposes of determining
which creditors are entitled to receive Solicitation Packages
and, where applicable, vote on the Plan.

                        Transferred Claim

With respect to a transferred claim, the transferee will be
entitled to receive a Solicitation Package and cast a Ballot on
account of the transferred claim only if:

   (a) all actions necessary to effect the transfer of the claim
       pursuant to Bankruptcy Rule 3001(e) have been completed,
       or

   (b) the transferee files by the Voting Record Date:

       (1) the documentation required by Bankruptcy Rule 3001(e)
           to evidence the transfer; and

       (2) a sworn statement of the transferor supporting the
           validity of the transfer.

Each transferee will be treated as a single creditor for purposes
of the numerosity requirements in Section 1126(c) of the
Bankruptcy Code and the voting and solicitation procedures.

                   The Solicitation Package

The Debtor proposes to mail or cause to be mailed Solicitation
Packages containing copies of:

   (a) the Confirmation Hearing Notice;

   (b) the Disclosure Statement that has been filed with the
       Court before the date of the mailing by the Debtor; and

   (c) a letter from the Debtor recommending acceptance of the
       Plan.

The Solicitation Packages sent to holders of claims in classes
entitled to vote to accept or reject the Plan will also contain
an appropriate form of Ballot, a Ballot return envelope and other
materials as the Court may direct.

Furthermore, the Debtor wants to be excused from mailing
Solicitation Packages to those entities for which the Debtor has
only Undeliverable Addresses unless the Debtor is provided with
accurate addresses in writing on or before the Voting Record
Date. (Weirton Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WINDERMERE SCHOOL: Committee Hires Mateer & Herbert as Counsel
--------------------------------------------------------------
The Official Unsecured Creditors Committee for Windermere
Preparatory School, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Florida, Orlando
Division, to hire Mateer & Herbert, P.A. as its attorneys.

Mateer & Herbert will provide:

   a. analysis of the Debtor's financial situation and advice
      regarding the Debtor's operations and reorganization
      proposals;

   b. review and analysis of schedules, statements of financial
      affairs, Secured Creditors' documents, and all pleadings
      and motions filed with the Court;

   c. representation of the Committee in court and in meetings
      and discussions with other parties and their counsel;

   d. strategic advice to the Committee regarding its options,
      rights and powers, and presentation of same to parties in
      interest and to the court; and

   e. other legal services as may be required by the Committee
      in this case.

The Committee tells the Court that it has selected Mateer &
Herbert because its attorneys have the ability and experience to
provide the necessary legal services, and in consideration of the
firm's background in both business bankruptcy and construction
litigation.

Mateer & Herbert professionals who are principally engaged in this
case and their current hourly rates are:

      Professionals         Billing Rate
      -------------         ------------
      David M. Landis       $295 per hour
      Jon E. Kane           $250 per hour
      Chad K. Alvaro        $130 per hour

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.


WR GRACE: Wants Court Nod to Advance Funds for Alltech Acquisition
------------------------------------------------------------------
The Grace Debtors, represented by David W. Carickhoff, Jr., Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub, PC, in
Wilmington, Delaware, seek the Court's authority to advance funds
to The Separations Group, a wholly owned, non-debtor subsidiary
of W. R. Grace & Co.-Conn. to acquire Alltech International
Holdings, Inc., a Delaware corporation, and all of its
subsidiaries, for a purchase price not to exceed $54.8 million,
plus an additional $3.1 million to fund any initial cash
requirements.

               The Specialty Chemicals Business

The Debtors operate their specialty chemicals and materials
businesses through five business units.  Specialty Materials,
formerly Silica Products, is one of those business units which
includes TSG's primary business line of separations products.  
The Separations Business manufactures and sells chromatography
products to pharmaceutical, biopharmaceutical, biotechnology,
specialty chemical and other industries, and is the fastest-
growing product line in Specialty Materials.

The proposed acquisition represents a continuation of the
Debtors' strategy to increase the value of their Specialty
Materials business by moving the business into the high-growth,
high-margin $6.7 billion media-based separations segment.  To
date, the Debtors have executed this strategy through both an
extensive program of research and development, and through a
series of acquisitions by the Separations Business.  The Debtors
believe that this strategy will result in a market valuation for
its Separation Business that will be considerably higher than the
traditional market valuation for specialty chemical companies.

                             Alltech

Alltech would be the fourth acquisition by the Separations
Business.  Founded in 1970, Alltech is a privately held
chromatography company headquartered in Deerfield, Illinois, that
employs 262 people globally; 146 in the United States; and 116
internationally.  The company manufactures, markets and
distributes a broad line of chromatography products primarily
consisting of consumables and instruments used in High
Performance Liquid Chromatography, Gas Chromatography, Ion
Chromatography and Solid Phase Extraction technologies.

In 2003, Alltech had worldwide sales of $46.2 million.  Alltech
has manufacturing facilities in the United States, England and
Belgium, and it has research and development laboratories in
those locations.

Alltech has an extensive sales, marketing and distribution
organization that sells chromatography consumables and
instruments throughout the world, including in countries where
biotechnology and pharmaceutical growth is concentrated, such as
China, Japan, England, Germany and the United States.  Alltech
has 147 sales, marketing, technical service and customer service
employees based out of 22 locations globally offering a complete
line of chromatographic products, timely delivery and regional
customer support.  Alltech also has an extensive dealer and
distributor relationship outside of the United States with
dealers servicing over 60 countries.

                            The Deal

TSG and certain shareholders of Alltech holding more than 90% of
the outstanding shares of capital stock of Alltech have
negotiated Stock Purchase Agreements by which TSG will purchase
all of those shares from the Alltech shareholders.  The closing
of the TSG stock purchase transaction will be followed by a
short-form merger between TSG and Alltech, with Alltech
surviving.

As a result of the transaction, the merged company will become a
wholly owned subsidiary of W. R. Grace & Co.-Conn.  German
antitrust pre-merger approval will be required before the
transaction closes.  The parties have negotiated a total purchase
price of $54.8 million for the combined stock purchase and merger
transaction.  The purchase price is made up of $47 million in
cash and the assumption or repayment of $7.8 million of
outstanding Alltech debt.  The purchase price is also subject to:

       (1) a post-closing net worth adjustment, and

       (2) an escrow to secure indemnity obligations under
           the Stock Purchase Agreement.

The Debtors intend to fund TSG's purchase of Alltech and its
initial cash requirements with a portion of the approximately $84
million the Debtors collected from Grace GmbH and Co. KG in the
second quarter of 2004 as payment of principal on an intercompany
loan owed by Grace GmbH and Co. KG to the Debtors.  The
acquisition of Alltech will be completed with a combination of a
$27 million loan to TSG, and a $20 million investment in TSG.

                         Alltech's Debt

Each item of Alltech debt outstanding at the time of Closing will
remain outstanding after the Closing or, if so required by a
lender, will be discharged by repayment in full by Alltech at or
before Closing.  As of December 31, 2003, Alltech's debt
consisted of:

       (a) $5.6 million secured Bank One line of credit, which
           was scheduled to expire on May 31, 2004, if not
           renewed for one year through May 31, 2005.  The line
           was recently extended for 30 days to June 30, 2004.
           The line bears interest at Bank One's prime rate, and
           $2.5 million was outstanding on the line debt;

       (b) $0.2 million Bank One installment loan balance
           related to equipment financing.  This loan bears
           interest at the rate of 9.5%;

       (c) $2.7 million unsecured note payable to the majority
           shareholder, Richard Dolan.  The note bears interest
           at prime, which is currently 4.0%, and is payable on
           demand.  $2.6 million is outstanding on this Note;
           and

       (d) certain foreign mortgages, loans and similar debt
           obligations of Alltech's foreign subsidiaries,
           totaling approximately $2.5 million.

TSG and the Debtors have conducted extensive due diligence and
the Debtors believe that the Stock Purchase Agreement provides
contractual protections suitable and customary for a transaction
of this nature, including the net worth adjustment and the
indemnity escrows.

                           Litigation

Alltech has been sued in a federal district court in California
by Dionex Corporation for alleged infringement of three Dionex
patents in connection with Alltech's sale of certain ion
chromatography suppressor devices.  The litigation is in the
early stages of discovery.  The Debtors' patent counsel has
investigated the litigation and evaluated Alltech's liability
exposure and its prospects in defending this litigation.  TSG
will require Alltech's controlling shareholder to indemnify
against a proportion of the liability arising out of the
litigation, and a portion of the purchase price will be deposited
into escrow to secure that indemnity obligation.

                       Employee Severance

As part of the transaction, TSG will pay to one high-level
employee severance equal to twice the base salary in the event
that the employee is involuntarily terminated by TSG within three
years of the closing of the transaction.  The agreement will also
provide that the employee may become entitled to severance equal
to one times salary upon his termination of employment with TSG
within three years of the closing.  In all other cases, Alltech
employees will be covered by the existing Grace severance plan
for salaried employees.  TSG will also agree to pay each of four
other high-level key employees "stay bonuses" equal to 20% of
their base salary if the key employee remains employed after the
closing and until at least December 31, 2005.

                     The Business Rationale

The Debtors have a history of successful "bolt-on" acquisitions
of this type.  These types of acquisitions are, and will continue
to be, integral to the Debtors' growth strategy and give the
Debtors access to product lines, technologies and markets that
they cannot economically develop internally.  Combined with prior
acquisitions, the proposed acquisition of Alltech continues the
Debtors' strategy to improve the value of the Specialty Materials
business by providing an extensive, worldwide sales and marketing
infrastructure dedicated to chromatography products, and by
moving into high-growth industry segments with high margin
potential.  The Alltech acquisition is particularly attractive
because it would combine the Debtors' silica material and surface
chemistry science expertise with Alltech's expertise in the
design, manufacture and sale of chromatography columns and
instruments.  The Debtors believe that their strategy will result
in a market valuation for the Separations Business that will be
considerably higher than the normal valuation for specialty
chemical companies.

                Fair and Reasonable Consideration

The proposed purchase price is economically attractive to the
Debtors.  The price-to-sales ratio is comparable to the price-to-
sales ratios in comparable transactions.  Alltech's 2003 sales
were $46.2 million.  Therefore, the proposed transaction
represents a price multiple of approximately 1.2 times sales --
$54.8 million divided by $46.2 million.  The industry average
price-to-sales multiple for comparable companies has recently
ranged form 1 to 5 times sales.  The Debtors believe that the
industry average price-to-sales ratio is a relevant valuation
measure for the proposed transaction because Alltech has
demonstrated potential for continued future growth.

Moreover, the acquisition would enhance the ability of the
Separations Business to maintain its competitiveness through
achievement of critical mass, efficiency gains, and reduced
costs.  Overall, the Debtors expect that the cost synergies
offered by the transaction will translate into increased cash
flows and earnings that can be re-invested into additional
internal and external expansion of the Separations Business in
the future.

                   Continuing Debt Obligations

Continuing the Alltech debt in place is advantageous to the
Debtors since the current rates of interest on those obligations
are reasonable for middle-market companies.  This also reduces
the amount of cash required from the Debtors to TSG to fund the
Alltech acquisition.  Should, however, Bank One fail to renew
Alltech's line of credit, or should one or more of Alltech's
lenders fail to consent to Alltech's change of control, the
Debtors seek the Court's authority, up to a maximum of $7.8
million, to pay off that debt at closing.

                         Operating Funds

TSG estimates that it may need up to $3.1 million in cash as of
the closing to fund interim cash requirements of Alltech in the
event that Alltech cannot pay all of those obligations from its
internally generated cash in one year.  These interim cash
requirements would include Alltech's working capital needs, plus
expenses related to the proposed transaction and the costs of
integrating Alltech's operations into the Separations Business.  
The Debtors believe that these cash requirements are reasonable.
(W.R. Grace Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Squire Sanders' London Office Relocates to 60 Cannon Street
-------------------------------------------------------------
The international law firm of Squire, Sanders & Dempsey announced
that its London office has moved to a new location.

On June 21, 2004, the Squire Sanders' London office relocated to
60 Cannon Street. The London office continues to be located in the
heart of London's financial district.

"This move will allow our lawyers and solicitors to continue
serving clients in a conveniently located office equipped with the
firm's best information technology," said Mara Babin, managing
partner of the London office.

The firm's London lawyers advise corporate and investment banking
clients on transactional and commercial matters including cross-
border international mergers and acquisitions, privatizations,
joint ventures, project finance, real estate, securitizations,
international capital markets, due diligence, private equity,
company restructuring, reorganizations, international dispute
resolution and employment -- often involving multiple
jurisdictions across the world.

Squire Sanders lawyers and solicitors in the London office are
regulated by The Law Society of England and Wales. The London
office offers a full range of legal services in England and Wales,
including work reserved by law to English solicitors, and is
entitled to employ English solicitors and barristers. The firm's
London team includes a mix of US-trained lawyers and English-
trained solicitors who collectively speak eight languages and
serve as leaders of important legal and industry organizations.

Originally opened in 1992, the London office has grown to serve
clients in the United Kingdom and United States, and international
clients who are investing or doing business in Europe, the Middle
East or the United Kingdom, as well as clients looking to do
business around the world.

Founded in 1890, Squire, Sanders & Dempsey L.L.P. is one of the
largest international law firms with approximately 700 lawyers
serving clients throughout the world. The firm's offices in the
Americas are in Cincinnati, Cleveland, Columbus, Houston, Los
Angeles, Miami, New York, Palo Alto, Phoenix, Rio de Janeiro, San
Francisco, Tampa, Tysons Corner and Washington DC. In Europe,
offices are in Bratislava, Brussels, Budapest, London, Madrid,
Milan, Moscow and Prague. In Asia, offices are in Beijing, Hong
Kong, Shanghai and Tokyo. The firm also has associated offices in
Bucharest, Dublin, Kyiv and Taipei.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSAD      (293)         574     (364)
Alliance Imaging        AIQ         (68)         628       20
Akamai Technologies     AKAM       (175)         279      140
Amazon.com              AMZN     (1,036)       2,162      568
Bally Total Fitness     BFT        (158)       1,453     (284)
Blount International    BLT        (397)         400       83
Blue NILE Inc.          NILE       (27)           62       16   
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)
Choice Hotels           CHH        (118)         267      (42)
Cincinnati Bell         CBB        (640)       2,074      (47)
Compass Minerals        CMP        (144)         687      106  
Cubist Pharmaceuticals  CBST        (18)         223      91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,033)       7,585    1,601
WR Grace & Co           GRA        (184)       2,874      658  
Graftech International  GTI         (97)         967       94
Hawaian Holdings        HA         (143)         256     (114)  
Imax Corporation        IMAX        (52)         250       47
Imclone Systems         IMCL       (271)         382       (3)
Kinetic Concepts        KCI        (246)         665      228
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (54)         169       83
Milacron Inc            MZ          (34)         712       17  
Northwest Airlines      NWAC     (1,775)      14,154     (297)
Nextel Partner          NXTP        (13)       1,889      277
ON Semiconductor        ONNN       (499)       1,161      213
Paxson Communications   PAX        (406)       1,284       67   
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (18)         172       41
Qwest Communications    Q        (1,016)      26,216   (1,132)
Quality Distributors    QLTY        (19)         371        7
Revlon Inc.-A           REV      (1,726)         892      (32)     
Sepracor Inc            SEPR       (619)       1,020      256
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT         (1)          64       33
Syntroleum Corp.        SYNM        (12)          67       11
Triton PCS Holdings     TPC        (180)       1,519       52
UST Inc.                UST        (115)       1,726      727
Valence Tech            VLNC        (18)          36        4
Vector Group Ltd.       VGR          (3)         628      142
Western Wireless        WWCA       (224)       2,522       15


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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related conferences are encouraged. Send announcements to
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Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Rizande B. Delos Santos, Paulo
Jose A. Solana, Jazel P. Laureno, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***