TCR_Public/040624.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, June 24, 2004, Vol. 8, No. 127

                           Headlines

ADELPHIA COMMS: Rigases Want To Lift Stay To Advance Defense Costs
ADVANCED MEDICAL: Closes $350M Convertible Debt Private Offering
ADVANCED MEDICAL: Prices 9-1/4 Percent Senior Debt Offering
AIRGATE PCS: Joining Russell 3000 Market Index on June 25
ALL SYSTEMS FURNITURE: Case Summary & Largest Unsecured Creditors

ALTAIR NANOTECHNOLOGIES: Wins National Science Foundation Grant
AMERIDEBT: US Trustee Fixes First Creditors' Meeting on July 12
ANC RENTAL: 178 Adversary Proceedings Transferred To Judge Lindsey
ARMSTRONG: Sues EFP Floor to Recover $2.5M Preferential Payment
ASTRON RESOURCES: TSX Halts Stock Trading Pending Clarification

BMC INDUSTRIES: Files for Chapter 11 Protection in Minnesota
BRADSTOCK LIMITED: Section 304 Petition Summary
BRIAZZ: U.S. Trustee Names 2-Member Creditors' Committee
BRIDGE TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORPORATION: Fitch Affirms $5.5BB Senior Note Rating at B-

CANDESCENT TECHNOLOGIES: Files for Chapter 11 to Facilitate Sale
CANDESCENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary
CNE GROUP: Restructures $1M 8% Subordinated Promissory Notes
DAN RIVER: Committee Gets Nod to Hire Akin Gump as Co-Counsel
DB COMPANIES: Wants to Hire Greenberg Traurig as Co-Counsel

DIAGNOS INC: Appoints Andre Larente As New President and CEO
DII INDUSTRIES: Summary of Chapter 11 Plan Modifications
DISTRIBUTION DYNAMICS: Anixter Closes $33 Million Asset Purchase
DRESSER: Dresser DMD Changes Name to Dresser Natural Gas Solutions
DYNABAZAAR INC: Shares Knocked Off Nasdaq National Market Today

ENRON: Southern Union Joint Venture Offers to Buy Pipeline Assets
ENRON CORP: Obtains Court Nod to Expand Susman Godfrey's Retention
ENRON DEV'T: Court Authorizes Enron Bermuda Loan Settlement Pact
ENRON NORTH AMERICA: Examiner Goldin Issues 25th Monthly Report
FEDERAL-MOGUL: Wants To Continue A.T. Kearney Employment Agreement

FIBERMARK: KPMG Provides Accounting & Employee Benefit Services
FIRST AMERICAN: Acquires Burrow Closing Management's REO Segment
FRANCE GROWTH: Declares $8.42 Per Share Liquidating Distribution
FRONTIER PACIFIC: TSX Halts Trading at Company's Request
GLOBAL CROSSING: AGX Professionals To Get Final Fees

GMAC COMMERCIAL: Fitch Downgrades 1997-C1 Class J Rating to D
GOLDSTAKE EXPLORATIONS: Market Regulations Services Resumes Trade
HOLLINGER INT'L: Selling Telegraph Group to Press Acquisitions
HOLLINGER INTL: Hollinger Inc. Comments on Potential UK Asset Sale
HOLLINGER INT'L: Provides Update on Delayed Financial Statements

HAYES LEMMERZ: Appoints Mohsen Sohi To Board Of Directors
INDYMAC: Fitch Takes Various Rating Actions on Home Equity Issues
KILBY BROTHERS: Case Summary & 20 Largest Unsecured Creditors
KINETIC CONCEPTS: Completes Follow-on Public Offering
KITCHEN ETC: Has Until July 23 to File Bankruptcy Schedules

LAM RESEARCH: S&P Affirms BB- Rating & Revises Outlook to Stable
LION PLASTICS: Case Summary & 34 Largest Unsecured Creditors
MATRIA HEALTHCARE: Agrees to Sell Pharmacy & Supplies Business
MEDCATH HOLDINGS: S&P Assigns B+ Rating to Corporate & Bank Debt
MEDCOMSOFT INC: Ray Harris Joins Board of Directors

MERRILL LYNCH: Fitch Rates 2004-C Class B-4 & B-5 Notes at BB+/BB-
METALLURG INC: S&P Raises Corporate Credit Rating to CC from D
METROMEDIA INT'L: Files 1st Quarter 2004 Form 10-Q & Cures Default
METROMEDIA INT'L: Elects Not to Declare Preferred Stock Dividend
MIRANT CORP: MAGi Committee Applies To Amend Kroll Retention

MORTGAGE CAPITAL: Fitch Rates $22.7M Class M Certificates at B-
NEW WEATHERVANE: Section 341(a) Meeting Slated for July 13
OAKWOOD HOMES: S&P Downgrades 5 Junk Ratings to Default Level
ORBITAL SCIENCES: Will Present at Sidoti's June 28 Investor Forum
OREGON STEEL: Plans to Idle Napa, Cal., Large-Diameter Pipe Mill

ORION TELECOMMUNICATIONS: Committee Taps Lowenstein Sandler
PARMALAT FINANZIARIA: Section 304 Petition Summary
PARMALAT: U.S. Debtors Want Until Oct. 21 to File Chapter 11 Plan
PARMALAT FROUP: Farmland Selling Atlanta Ice Cream Business
PEAK ENTERTAINMENT: Finalizes Licensing Pact With Cadaco & Sharp

PEGASUS SATELLITE: NRTC Cheers as Preliminary Injunction is Denied
PEGASUS SATELLITE: Employs Trumbull Group As Claims Agent
PEGASUS SATELLITE: First Creditors' Meeting Set For July 13, 2004
PG&E NATIONAL: USGen Engages CSFB To Provide Staple Financing
PHARMACEUTICAL INGREDIENTS: Case Summary & 20 Unsecured Creditors

QUESTERRE ENERGY: Obtains CCAA Protection Until July 21, 2004
QUESTERRE ENERGY: Market Regulations Services Resumes Trade
QWEST COMMUNICATIONS: Fitch Upgrades Junk Ratings to Low-B Levels
RCN CORP: First Creditors' Meeting Scheduled For June 29, 2004
RESIX FINANCE: S&P Takes Rating Actions on Credit-Linked Notes

RS GROUP: Acquires 49% Interest in London Insurance Brokerage
SOLECTRON: S&P Affirms Low-B Rating & Revises Outlook to Positive
SPORTS CLUB: Files 2003 Form 10-K With SEC & Resumes AMEX Trading
TAUNTON CDO: Fitch Lowers Classes C & D Note Ratings to B & CC
THERAPY SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors

TROPICAL SPORTSWEAR: Secures New $60MM Revolving Credit Line
TUCSON ELECTRIC: S&P Rates $401M Secured Banking Facility at BB+
UNITED AIRLINES: Congress Will Not Underwrite Failing Airlines
UAL CORP: Names Margaret Houlihan Director -- Government Affairs
US AIRWAYS: Inks Stipulation Settling Portion Of U.S. Bank Claim

WEIRTON STEEL: Assumes & Sells Int'l Mill Contract to ISG Weirton
WELLINGTON LEISURE: Taps Keen Realty To Market 5 More Facilities
W.R. GRACE: Wants To Assign Lease Agreements To Jay Peak

* Mark Hopkins Joins Conway & Co. as Senior Managing Director

* Wagenfeld Levine Adds Ana Castro & Gissell Jorge to Miami Office

                           *********

ADELPHIA COMMS: Rigases Want To Lift Stay To Advance Defense Costs
------------------------------------------------------------------
In 2002, John J. Rigas, Timothy J. Rigas, James P. Rigas and
Michael J. Rigas, former directors and officers of Adelphia
Communications Corporation and Adelphia Business Solutions, Inc.,
sought coverage under the Debtors' director and officer liability
insurance policy with Associated Electric & Gas Service Limited
to defend against over 40 class action lawsuits filed against
them.  AEGIS refused coverage on several grounds, including a
concern that any distribution of proceeds violates the automatic
stay.  Several Adelphia creditors also objected.

In November 2002, the Bankruptcy Court granted the Rigases'
request "to the extent, but only to the extent, of permitting the
Rigas Insureds to request, and permitting the Insurers to pay, if
the Insurers are agreeable to doing so, up to $300,000 per
insured on account of defense costs, without prejudice to
requests for further funding with notice and opportunity to be
heard . . ."  The Bankruptcy Court concluded that any draw down
on the D&O Policies proceeds requires the lifting of the
automatic stay because the proceeds constitute property of the
Debtors' estate.

Lawrence G. McMichael, Esq., at Dilworth Paxson, LLP, in
Philadelphia, Pennsylvania, notes that the Bankruptcy Court
expressly established the Rigases' right to request additional
Defense Cost payments over and above the initial amount.  
However, the Rigases were prohibited from enforcing their rights
against the Carriers because a declaratory judgment action the
Carriers filed in the United States District Court for the
Eastern District of Pennsylvania, seeking to rescind the D&O
Policies, was stayed by the Bankruptcy Court.

                     The Insurance Policies

The insurance coverage is provided by three "claims made" D&O
Policies:

   (a) Directors and Officers Liability Insurance Policy -- No.
       DO999A1A00 -- issued by AEGIS, which provides a $25
       million primary layer of coverage;

   (b) Excess Policy -- No. 8181-10-37 -- issued by Federal
       Insurance Company of the Chubb Group of Insurance
       Companies, which provides coverage of up to $15 million in
       excess of the coverage provided by the AEGIS Policy; and

   (c) Excess Policy -- No. ELU 82137-00 -- issued by Greenwich
       Insurance Company, which provides coverage of up to $10
       million in excess of the coverage provided by the AEGIS
       Policy and the Federal Policy.

                           The Appeal

Despite the Bankruptcy Court's direction, AEGIS continued to
refuse to forward Defense Costs to the Rigases.  Unable to
enforce their rights against the Carriers based on the stay of
the Declaratory Judgment Action imposed by the Court, the Rigases
timely filed an appeal with the U.S. District Court for the
Southern District of New York.

Consequently, the New York District Court held that the Debtors
do not have a property interest in the proceeds of the D&O
Policies.  The District Court also vacated the stay imposed on
the Declaratory Judgment Action and held that the Bankruptcy
Court provided "no supported finding as to the effect of the
narrower litigation between the Rigases and the insurers would
have on Adelphia, other than to speculate it would be adverse."  
Accordingly, the District Court remanded the matter for the
Bankruptcy Court to determine if the Declaratory Judgment Action
could be stayed under Section 105(a).

                           The Remand

On remand, the Bankruptcy Court determined that, under Section
105(a), it could not stay the Declaratory Judgment Action to the
extent it was previously stayed, and, thus, denied the Debtors'
request to stay the Declaratory Judgment Action to the extent it
did not involve rescission of the D&O Policies or implicate
deposition discovery.  According to Mr. McMichael, the Bankruptcy
Court, consistent with its holding that the Rigases have the
right to request additional Defense Cost funding, recognized that
"reasonable increases" for $300,000 may not materially impact the
D&O Policies.  The Court stated, "even if those now named as
defendants were to seek reasonable increases in that limit, or
additional directors or officers were to be named as defendants
and seek payment under the policies, there would be no apparent
material threat to using up the proceeds."

          Pennsylvania Proceedings and Payment by AEGIS

With aspects of the stay no longer in effect, the Rigases sought
partial summary judgment in the Declaratory Judgment Action
seeking a determination as to whether the Carriers were required
to pay $300,000 for Defense Costs per insured prior to an
"adjudication of the merits of the Carriers' claim of lack of
coverage based on exclusions in the policies or rescission of the
policies."  The Pennsylvania District Court, in granting the
Rigases' request for partial summary judgment, held that the
Carriers must advance the Defense Costs incurred by the Rigases,
up to the $300,000 limit set by the Bankruptcy Court.

Based on this decision, the Rigases entered into undertakings
with AEGIS to address the possible repayment of any amounts
forwarded by AEGIS as Defense Costs.  In addition, Dilworth
Paxson submitted invoices for reimbursement of covered Defense
Costs to AEGIS amounting to $1,500,000.  The law firm of Johnson
& Tekosky also submitted invoices for covered Defense Costs to
AEGIS amounting to $340,000.

After a review of the submitted invoices and a determination that
the submitted invoices represented an amount equal to or greater
than $1,200,000 of Defense Costs, AEGIS forwarded $725,000 to
Dilworth Paxson.  Dilworth Paxson transferred $340,000 of this
amount to Johnson & Tekosky and $10,000 to Keith Horn, counsel to
the Rigases.  AEGIS forwarded the difference between the
$1,200,000 authorized to be paid and the amount paid to Dilworth
Paxson to the Rigases.

             Rigases Want Another $300,000 Advanced

Hence, the Rigases ask Judge Gerber to direct AEGIS to
advance an additional $300,000 per insured.

Mr. McMichael explains that the Rigases limited their request to
an additional $300,000 per insured to conform to the limitations
set forth by the New York District Court in the remand decision.  
The Rigases believe that the payment of the additional Defense
Costs would not threaten to thwart or frustrate the Debtors'
reorganization efforts.

Mr. McMichael assures Judge Gerber that there is no "material
risk of depletion" because the $1,200,000 requested represents
only 2.4% of the coverage available under the D&O Policies.  As
Judge Gerber recognized, "even if those named now as defendants
were to seek reasonable increases in the [$300,000] limit . . .
there would be no apparent material threat to using up the
proceeds." (Adelphia Bankruptcy News, Issue No. 62; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ADVANCED MEDICAL: Closes $350M Convertible Debt Private Offering
----------------------------------------------------------------
June 22 / Business Wire

Advanced Medical Optics, Inc. (AMO) (NYSE:AVO), announced that it
has closed a private offering of $350 million aggregate principal
amount of its 2.50 percent convertible senior subordinated notes
due 2024, which includes $50 million aggregate principal amount of
notes issued pursuant to an option granted to the initial
purchasers by AMO. The notes are unsecured senior subordinated
obligations of AMO. The notes were offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933.

The notes, which pay interest semi-annually, are convertible into
shares of AMO's common stock upon specified events. Upon
conversion, AMO has the right to deliver, in lieu of shares of its
common stock, cash or a combination of cash and shares of its
common stock. AMO also has the right to irrevocably elect to
satisfy its conversion obligation with respect to the principal
amount of the notes to be converted in cash, with any remaining
amount to be satisfied in shares of its common stock.

AMO intends to use up to approximately $84 million of the net
proceeds of the offering to repurchase up to all of the $70
million aggregate principal amount of its outstanding 9 1/4
percent senior subordinated notes due 2010 and to make the related
consent payments pursuant to a cash tender offer and consent
solicitation commenced on June 9, 2004 and the remainder to fund a
portion of the purchase price for AMO's pending acquisition of the
ophthalmic surgical business of Pfizer Inc. and for general
corporate purposes. The actual amount used in the tender offer
will depend on the number of tenders received by AMO and may vary
from the above amount. The acquisition of Pfizer's ophthalmic
surgical business is subject to customary closing conditions. The
offering is not conditioned on completion of the tender offer and
consent solicitation or the acquisition.

The notes and the shares of common stock issuable on conversion of
the notes have not been registered under the Securities Act of
1933 or any state securities laws and unless so registered may not
be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws.

                About Advanced Medical Optics

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

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

                       *   *   *

As reported in the Troubled Company Reporter's June 18, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit and bank loan ratings and its 'B' subordinated
debt rating on vision care company Advanced Medical Optics Inc.

At the same time, Standard & Poor's assigned its 'B' subordinated
debt rating to the company's proposed $275 million senior
subordinated convertible notes due in 2024.

The outlook is stable.


ADVANCED MEDICAL: Prices 9-1/4 Percent Senior Debt Offering
-----------------------------------------------------------
Advanced Medical Optics, Inc. (AMO) (NYSE:AVO), announced the
consideration to be paid in its previously announced offer to
purchase for cash any and all of the $70,000,000 outstanding
principal amount of its 9-1/4 percent Senior Subordinated Notes
due 2010 (CUSIP number 00763MAC2) and solicitation of consents to
certain proposed amendments to the indenture related to such
Notes. The Consent Solicitation expired at 5:00 p.m., Eastern
Daylight Time, on June 21, 2004. The Offer will remain open until
12:00 midnight, Eastern Daylight Time, on July 8, 2004, unless
extended or earlier terminated.

Subject to the terms and conditions of the Offer and the Consent
Solicitation, the "Total Consideration" to be paid per $1,000
principal amount of Notes validly tendered and not validly
withdrawn on or prior to the Consent Date has been fixed at
$1,154.09, which includes a consent payment of $30.00 per $1,000
principal amount of Notes. These amounts were determined based
upon the pricing formula set forth in the Offer to Purchase and
Consent Solicitation Statement, dated June 9, 2004, pursuant to
which the Offer and the Consent Solicitation are being made, with
June 22, 2004 being the price determination date.

Subject to the terms and conditions of the Offer and the Consent
Solicitation, AMO expects to accept for payment and pay for all
Notes that were validly tendered and not validly withdrawn on or
prior to the Consent Date on or promptly following the first
business day after the Consent Date. AMO will pay to Holders who
properly tender their Notes after 5:00 p.m. on the Consent Date,
but on or prior to the Expiration Date, the Total Consideration
minus the Consent Payment. Subject to the terms and conditions of
the Offer and the Consent Solicitation, AMO expects to accept for
payment and pay for all Notes that are validly tendered and not
validly withdrawn after the Consent Date, but on or prior to the
Expiration Date, on or promptly following the first business day
after the Expiration Date. In addition, AMO may, at its option,
elect to accept for payment, and pay for, Notes on interim payment
dates after the Initial Payment Date and before the Final Payment
Date. Holders will also be paid accrued and unpaid interest from
the last interest payment date to, but not including, the
applicable payment date.

Holders may not withdraw their tenders or revoke their consents at
any time after the Consent Date.

All conditions to the Offer and the Consent Solicitation required
to be satisfied or waived on or prior to the Initial Payment Date
have been satisfied. As previously announced, AMO has received
consents necessary to adopt the proposed amendments and has
satisfied the financing condition with respect to the Offer and
the Consent Solicitation.

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

                   About Advanced Medical Optics

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

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

                          *   *   *

As reported in the Troubled Company Reporter's June 18, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit and bank loan ratings and its 'B' subordinated
debt rating on vision care company Advanced Medical Optics Inc.

At the same time, Standard & Poor's assigned its 'B' subordinated
debt rating to the company's proposed $275 million senior
subordinated convertible notes due in 2024.

The outlook is stable.


AIRGATE PCS: Joining Russell 3000 Market Index on June 25
---------------------------------------------------------
AirGate PCS, Inc. (Nasdaq:PCSA), a PCS Affiliate of Sprint,
announced that the Company will join the Russell 3000 Index when
the broad-market index is reconstituted June 25, 2004, according
to a preliminary list of additions issued by Russell Investment
Group. Membership in the Russell 3000 means automatic inclusion in
either the large-cap Russell 1000 Index or small-cap Russell 2000
Index.

"We are very pleased that AirGate's shares have been selected to
be added to the Russell 3000," said Thomas M. Dougherty, president
and chief executive officer of AirGate PCS. "We believe inclusion
in these indexes will increase our visibility among investor
audiences as well as provide us with the opportunity to further
expand our shareholder base. This milestone provides additional
momentum as we continue to execute AirGate's long-term strategy."

Membership in Russell's 21 U.S. equity indexes is determined
primarily by market capitalization rankings and style attributes.
Russell indexes are widely used by managers for index funds and as
benchmarks for both passive and active investment strategies. More
than $360 billion is invested in index funds based on Russell's
indexes and an additional $850 billion is benchmarked to them.
Investment managers who oversee these funds purchase shares of
member stocks according to that company's weighting in the
particular index.

Annual reconstitution of the Russell indexes captures the 3,000
largest U.S. stocks as of the end of May, ranking them by total
market capitalization to create the Russell 3000. The largest
1,000 companies in the ranking comprise the Russell 1000 Index
while the remaining 2,000 companies become the widely used Russell
2000 Index.

                      About the Company

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to
sell wireless mobility communications network products and
services under the Sprint brand in territories within three states
located in the Southeastern United States. The territories include
over 7.4 million residents in key markets such as Charleston,
Columbia, and Greenville-Spartanburg, South Carolina; Augusta and
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks
of North Carolina.

At March 31, 2004, Airgate PCS, Inc.'s balance sheet shows a
stockholders' deficit of $91.5 million compared to a $377 million
deficit reported at September 30, 2003.


ALL SYSTEMS FURNITURE: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: All Systems Furniture Installations, Inc.
             76 South Montgomery Ave.
             Bayshore, New York 11728

Bankruptcy Case No.: 04-84033

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Taos Inc.                                  04-84072

Type of Business: The Debtor is engaged in the business of
                  assembling and installing modular office
                  furniture.

Chapter 11 Petition Date: June 21, 2004

Court: Eastern District of New York (Central Islip)

Judge: Stan Bernstein

Debtors' Counsel: Ronald M. Terenzi, Esq.
                  Berkman Henoch Peterson & Peddy PC
                  100 Garden City Plaza-3rd Floor
                  Garden City, NY 11530
                  Tel: 516-222-6200

Total Assets: $652,266

Total Debts:  $1,775,464

A. All Systems Furniture's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Unpaid Payroll          $1,085,035
Department of the Treasury    withholding tax
Holtsville, NY 00501

US Small Business             Business Loan             $240,000

Taos, Inc.                    Unpaid Sub                $175,000  
                              contractors

Liberty Mutual Insurance Co.  Lawsuit                    $45,429

NYS Dept. of Taxation and     Finance Corporation        $10,000
Finance

B. Taos Inc.'s 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Payroll Taxes             $252,600
Department of the Treasury
Holtsville, NY 00501

NY District Council of        Union Benefits             $75,000
Carpenters

NYS Dept. of Taxation and     Payroll Taxes              $66,502
Finance


ALTAIR NANOTECHNOLOGIES: Wins National Science Foundation Grant
---------------------------------------------------------------
Altair Nanotechnologies, Inc. (NASDAQ: ALTI), a company engaged in
developing high performance materials and life sciences products
using its pigment and nanomaterials technology platforms,
announced that it was awarded a grant from the National Science
Foundation (NSF), effective July 1, 2004. Under terms of the grant
award, Altair will initially receive $100,000 for work to be
completed within six months of the July 1, 2004, effective date.
The grant is in support of a project entitled "SBIR Phase I:
Carbon-Coated Nano-Structured Electrodes for Next-Generation
Lithium-Ion Ultra Capacitors."

"We are pleased to announce Altair's first stand-alone grant,
spearheaded by our new board member, Dr. David King," said Dr.
Rudi E. Moerck, president of Altair. "The NSF's peer review
process is consistently recognized as the gold standard among
government agencies and private foundations in terms of setting
the bar for quality proposals and funding awards, making this
grant further validation of our nanotechnology expertise and
uniqueness of our technology platform. This grant builds upon the
progress Altair has made in bringing nanotechnology to super
capacitor and battery applications."

Under terms of the Small Business Innovation Research (SBIR) Phase
I grant award, Altair will use the proceeds to fund joint
development work with Hosokawa Micron's Nano Particle Technology
Center and Rutgers University's Energy Storage Research Group.
According to Dr. Moerck, Altair's nano-sized cathode and anode
materials are perfect complements to Hosokawa's unique powder
coating technology and equipment and Rutgers' existing hybrid
battery patents, advanced battery design and testing expertise,
all of which should provide for the successful design and
development of high-capacity, next generation lithium ion power
sources.

Third-party studies have shown that Altair's nano-sized lithium
titanate spinel battery material exhibited charge and discharge
rates up to 100 times higher than materials used in current
commercially available batteries. In the third quarter of 2003,
Altair announced that Telcordia Technologies (now Rutgers Energy
Storage Research Group) developed a non-aqueous asymmetric hybrid
prototype battery incorporating Altair's nano-lithium titanate
spinel. The Rutgers prototype battery, using Altair's
nanomaterials, met the 'car of the future' power assist battery
requirement as published in The Journal of Power Sources, 113
(2003) 62-71 and 115 (2003) 171-178. The Rutgers' battery is the
only prototype reported, to date, to meet these Department of
Energy (DOE) standards. Altair is currently in discussions with
Rutgers regarding commercialization and is providing the group
with additional nanomaterials samples for further development
work.

Nanomaterials are expected to provide an improvement in lithium
ion battery and super capacitor performance, making it possible to
use these systems in applications where immediate high power
delivery is necessary. Such applications include automobile
batteries, electric and hybrid vehicles. In addition to use in
hybrid automobiles, nano-lithium titanate spinel-based batteries
may also be incorporated into uninterrupted power supplies,
military applications and specialized uses, such as notebook
computers, mobile phones, and a variety of portable devices. Rapid
charge/discharge times are important in all these applications.

                 Altair Nanotechnologies, Inc.

Nanotechnology is rapidly emerging as a unique industry sector.
Altair Nanotechnologies is positioning itself through product
innovation within this emerging industry to become a leading
supplier of nanomaterial technology and nanomaterials worldwide.
Altair owns a proprietary technology for making nanocrystalline
materials of unique quality both economically and in large
quantities. The company is currently developing special materials
with potential applications in pharmaceuticals, titanium pigment
and metal, batteries, fuel cells, solar cells, advanced energy
storage devices, thermal spray coatings, catalysts, cosmetics and
environmental remediation. For additional information on Altair
and its nanoparticle materials, visit http://www.altairnano.com/

                       *   *   *

              Liquidity and Capital Resources

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

"At March 31, 2004, we had cash and cash equivalents of
$11,490,218, an amount that would be sufficient to fund our basic
operations through December 31, 2005 at current working capital
expenditure levels. We will, however, increase expenditure levels
in 2004 and 2005 as we execute on existing and expected  
contracts. Accordingly, if we are unable to increase our revenues  
proportionately, we will require additional financing to provide
working capital to fund our day-to-day operations.

"In 2004, we expect to generate limited revenues from contract
services utilizing our nanomaterials and titanium dioxide pigment
technology. In addition, we hope to generate revenues through the
licensing of RenaZorb(TM), a potential drug we developed that may
be useful in phosphate control in kidney dialysis patients. A drug
of  similar compounds has been submitted for FDA approval by Shire  
Pharmaceuticals Group plc which has indicated that it expects the
drug to receive FDA approval and be launched in 2004. If this
similarly compounded drug is approved, we hope to be able to
negotiate a license agreement for RenaZorb(TM) with one or more
pharmaceutical companies during 2004. We can provide no assurance
that we will enter into such a license agreement or that such
license agreement would generate significant revenue in the short
term.

"Although we currently have capital sufficient to fund our
operations at current levels, we expect our capital needs to
increase during 2004 and 2005. We expect to hire additional
personnel in order to satisfy our contractual obligations under
existing and anticipated services agreements. In addition, our
management is focused on facilitating the commercialization of one
or more of its products in the foreseeable future. Substantially
all of our products are at a conceptual or development stage and,
if we are to commercialize one or more products ourselves (as
opposed to  licensing it for  commercialization by the licensee),
we will likely be required to hire additional employees, purchase
additional equipment, and engage the research, marketing and other
services of third parties. This may require significant additional
capital. We believe our ability to find strategic partners would
be enhanced if we had a stronger balance sheet.

"Accordingly, we may raise additional capital during 2004 or 2005.
We would most likely generate such financing through the issuance
of equity securities in one or more private placements of common  
shares (probably with accompanying re-sale registration rights and
warrants to purchase common shares) or public offerings of our
common shares. We do not expect to, but may also issue debt
securities or enter into loan or capital leasing arrangements,
with one or more financial institutional investors. Any financing,  
especially an issuance of equity securities in a public offering
or large private placement, may dilute existing shareholders and
have an adverse effect on the market price of our common shares.
We can provide no assurance that, if we determine to seek
additional  financing, we will be able to obtain additional
financing at a reasonable cost, or at all."


AMERIDEBT: US Trustee Fixes First Creditors' Meeting on July 12
---------------------------------------------------------------
The United States Trustee will convene a meeting of AmeriDebt,
Inc.'s creditors at 9:00 p.m., on July 12, 2004, in Room 620-621
at 6305 Ivy Lane, Greenbelt, Maryland 20770.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company.  The  
Company filed for chapter 11 protection on June 5, 2004 (Bankr.
Md. Case No. 04-23649).  Stephen W. Nichols, Esq., at Deckelbaum,
Ogens, et al., represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $8,387,748 in total assets and $12,362,695 in total debts.


ANC RENTAL: 178 Adversary Proceedings Transferred To Judge Lindsey
------------------------------------------------------------------
Judge Mary F. Walrath reassigns 178 adversary proceedings in ANC
Rental Corporation's chapter 11 case to Judge Paul B. Lindsey.  A
complete list of the reassigned Adversary Proceedings is available
at http://bankrupt.com/misc/ReassignedCases.pdfat no charge.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.

Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris,
Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes &
Associates, LLP, and Stevens & Lee, PC, serve as substitute
counsel to represent the debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARMSTRONG: Sues EFP Floor to Recover $2.5M Preferential Payment
---------------------------------------------------------------
Armstrong World Industries, Inc., asks the Court to direct EFP
Floor Products Fussboeden GmbH, St. Johann in Tirol (Austria), to
disgorge preferential transfers paid within the 90-day period
before the Petition Date.

Rebecca L. Booth, Esq., at Richards Layton & Finger in Wilmington,
Delaware, explains that between September 7, 2000, and December 6,
2000, AWI transferred and paid EFP EUR2,876,391.35 -- estimated to
total $2,475,641.68 -- which should be recovered as preferential
transfers.  EFP also offset $1,205,765.19 in mutual debts owing to
AWI against the claims against AWI during the 90-day period.

For at least four years before the Petition Date, EFP sold various
specialty-flooring products to the Debtors, which the Debtors
resold to certain retail establishments for sale to end consumers.

                       EFP Wants Suit Dismissed

EFP asks the Court to dismiss the Complaint because it would have
been paid in full for all of its prepetition claims even if the
allegedly preferential payments and set-offs had never taken
place.

Gilbert R. Saydah Jr., Esq., at Morris Nichols Arsht & Tunnell in
Wilmington, Delaware, explains that, as one of their "first-day"
motions, the Debtors requested and obtained the Bankruptcy Court's
approval to pay in full the prepetition claims of certain
"critical trade vendors" whose future cooperation and continued
dealings with the Debtors were essential to their efforts to
reorganize.  On January 29, 2001, EFP received a letter from the
Debtors informing EFP that the Debtors had identified EFP as a
critical trade vendor, and that pursuant to Critical Vendor Order
all prepetition claims of EFP would be paid in full if EFP agreed
to continue supplying the Debtors with product on the same or
better terms as existed prepetition.

EFP elected to receive full payment of its prepetition claims and
continue supplying the Debtors with product postpetition. As
requested by the Debtors, EFP signed the Critical Vendor Letter,
returned it to the Debtors, and received full payment for its
prepetition claims.  As required under the terms of the Critical
Vendor Order and the agreement embodied in the Critical Vendor
Letter, EFP has continued to sell various products to the Debtors
during the pendency of the Debtors' Chapter 11 cases.

EFP, thus, was paid in full for its outstanding prepetition
claims.  As a result, the alleged preferential payments and set-
offs are not subject to avoidance and recovery under the Court's
holding in "Official Committee of Unsecured Creditors v. Medical
Mutual of Ohio (In re Primary Health, Inc.), 275 B.R. 709 (Bankr.
D. Del. 2002), aff'd Official Committee of Unsecured creditors v.
Medical Mutual of Ohio (In re Primary Health, Inc.)," memorandum
order entered February 27, 2003. The payments and set-offs were
not preferential because of the effect of the Critical Vendor
Order and Critical Vendor Letter.

As an alternative ground for dismissal, Mr. Saydah contends that
the Complaint fails to satisfy the pleading standards necessary to
state a claim for the avoidance and recovery of preferential
transfers, and does not comply with Rule 12(b)(6) of the Federal
Rules of Civil Procedure.  

Mr. Saydah points out that the Complaint is defective and must be
dismissed because it fails to state basic facts as:

       (i) the identity of the specific debtor that allegedly
           made the preferential payments or set-offs;

      (ii) the nature of the alleged antecedent debt on account
           of which the payments were allegedly made or the
           set-offs allegedly effected; and

     (iii) the dates of the supposed payments or set-offs.

As a result, the Complaint fails to satisfy the notice pleading
requirements of Civil Rule 8(a) as they relate to the statement of
a claim for the avoidance of a preferential transfer under Section
547 of the Bankruptcy Code and should, therefore, be dismissed.  
To make out a prima facie case under Section 547, a plaintiff must
identify:

       (a) the nature and amount of each antecedent debt; and

       (b) each alleged preference transfer by:

              (i) date,
             (ii) name of debtor/transferor,
            (iii) name of transferee, and
             (iv) the amount of the transfer.

Failure to make out a prima facie case under Section 547 renders
complaint subject to dismissal.

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)   


ASTRON RESOURCES: TSX Halts Stock Trading Pending Clarification
---------------------------------------------------------------
Effective, June 22, 2004, trading in the shares of Astron
Resources Corporation was halted pending clarification of company
affairs as ordered by the Toronto Securities Exchange.

At March 31, 2004, Astron Resources Corporation's balance sheet
shows a total shareholders' deficit of C$348,297 compared to a
deficit of C$335,952 at June 30, 2003.


BMC INDUSTRIES: Files for Chapter 11 Protection in Minnesota
------------------------------------------------------------
BMC Industries, Inc. (Pink Sheets:BMMI), announced that the
company and its domestic subsidiaries have filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Minnesota. Subject to approval of the court, BMC has obtained a
debtor-in-possession financing facility, which is structured to
provide the company with operating financing during the bankruptcy
proceedings.

The company also announced that it has entered into an asset
purchase agreement to sell substantially all of the assets of its
Vision-Ease Lens, Inc. subsidiary, and all of the issued and
outstanding capital stock of its Vision-Ease foreign subsidiaries,
to I.E.A.P. X, LP, a Texas limited partnership. The consummation
of the transaction is subject to a court-supervised process and
satisfaction of certain closing conditions. Following the
transaction, BMC will attempt to sell any assets remaining in the
bankruptcy estate.

"Despite this filing, our Vision-Ease business will continue
operating without interruption," said Douglas C. Hepper, chief
executive officer of BMC Industries. "We remain focused on serving
Vision-Ease's customers with high-quality products throughout this
process and expect Vision-Ease to emerge as a financially stronger
company."

Upon completion of the sales of assets, BMC will use the net
proceeds to repay its debtor-in-possession financing and a portion
of the outstanding indebtedness under its senior secured credit
facility. BMC does not expect any proceeds or other assets to be
available for distribution to any remaining unsecured creditors or
common stockholders and expects that its outstanding common stock
will be cancelled without any payment to stockholders.

                   About BMC Industries

BMC Industries Inc., operating under the Vision-Ease Lens trade
name, is a leading designer, manufacturer and distributor of
polycarbonate and glass eyewear lenses. Vision-Ease Lens also
distributes plastic eyewear lenses. Vision-Ease Lens is a
technology and a market share leader in the polycarbonate lens
segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet (UV) filtering and impact- resistant
characteristics. BMC is in the late stages of winding down the
former operations of its Buckbee-Mears group, which ceased
manufacturing earlier this year. Prior to its shutdown, the
Buckbee-Mears group was the only North American supplier of
television aperture masks. For more information about BMC
Industries, visit the company's Web site at http://www.bmcind.com/


BRADSTOCK LIMITED: Section 304 Petition Summary
-----------------------------------------------
Petitioners: Gareth Howard Hughes and Martin Fishman, as Joint
             Liquidators of the Debtor

Lead Debtor: Bradstock Limited
             1 More London Place
             London SE1 2AF
             United Kingdom

Case No.: 04-14311

Debtor affiliates filing separate section 304 petitions:

      Entity                                     Case No.
      ------                                     --------
      Bradstock Blunt & Crawley Limited          04-14312

Type of Business: The Debtor is engage in business as an
                  Insurance broker and agent with respect to
                  all classes of insurance.

Section 304 Petition Date: June 22, 2004

Court: Southern District of New York (Manhattan)

Petitioners' Counsel: Howard Seife, Esq.
                      Chadbourne & Parke LLP
                      30 Rockefeller Plaza
                      New York, NY 10112
                      Tel: 212-408-5361
                      Fax: 212-541-5369

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


BRIAZZ: U.S. Trustee Names 2-Member Creditors' Committee
--------------------------------------------------------
The United States Trustee for Region 18 appointed two creditors to
serve on an Official Committee of Unsecured Creditors in Briazz
Inc.'s Chapter 11 cases:

      1. Maguire Properties - 555 W. Fifth, LLC
         Attn: Mark Lammas, Esq.
         333 South Grand Avenue, Suite 400
         Los Angeles, California 90013
         213-613-4598
         213-533-5198 (fax)
         mark.lammas@maguireproperties.com

      2. Bargreen Ellingson, Inc.
         Attn: Paul Ellingson
         6626 Tacoma Mall Blvd.
         Tacoma, Washington 98409
         800-322-4441
         253-474-3804 (fax)
              Attn: Brad Anderson, Esq.
              Betts Patterson & Mines
              701 Pike Street
              Seattle, Washington 98101-3927
              206-268-8609
              206-343-7053 (fax)
              banderson@bpmlaw.com  

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

Headquartered in Seattle, Washington, Briazz Inc. --
http://www.briazz.com/-- serves fresh, high-quality lunch and  
breakfast foods and between-meal snacks from company owned cafes
in urban markets.  The Company filed for chapter 11 protection on
June 7, 2004 (Bankr. Wash. Case No. 04-17701).  Cynthia A. Kuno,
Esq., and J. Todd Tracy, Esq., and Crocker Kuno Ostrovsky LLC
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$5,400,000 in total assets and $12,200,000 in total debts.


BRIDGE TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bridge Technology Inc.
        12601 Monarch Street
        Garden Grove, California 92841

Bankruptcy Case No.: 04-13988

Type of Business: The Debtor is in the business of developing,
                  marketing, and selling computer peripherals and
                  computer system enhancement products.
                  See http://www.bridgeus.com/

Chapter 11 Petition Date: June 21, 2004

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Herbert N. Niermann, Esq.
                  Law Office of Herbert N. Niermann
                  38 Corporate Park
                  Irvine, CA 92606
                  Tel: 949-261-5723

Total Assets: $19,498,905

Total Debts:  $13,067,848

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
PTI, LLC                                   $336,286
111 Hillcrest
Irvine, CA 92612

Frontier Electronics Corp.                 $300,000
685 Cochran Street
Simi Valley, CA 93065

A & F Investment                           $200,000

Winston Gu                                 $200,000

PDE Technology Corp.                       $154,011

Autoec Power Systems                        $73,650

Pollet, Richardson & Patel                  $63,682

Karen Chiu                                  $50,000

A & F Investment                            $48,390

Frontier Electronics Corp.                  $28,406

Winston Gu                                  $24,518

Paul Rianda                                 $23,978

Sqaur, Milner, Reehl & Williamson           $23,000

Standard & Poors                            $11,250

PDE Technology Corp.                         $6,724

Vision Electronics Corp.                     $6,533

Blue Cross of California                     $6,098

Pentair Electronic Packaging Co.             $5,100

Enhance Technology, Inc.                     $4,020

PTI Enclosures, Inc.                         $3,400


CALPINE CORPORATION: Fitch Affirms $5.5BB Senior Note Rating at B-
------------------------------------------------------------------
Calpine Corp.'s (CPN) outstanding $5.5 billion senior unsecured
notes are affirmed at 'B-' by Fitch Ratings. In addition, CPN's
outstanding $2.9 billion second priority senior secured notes are
affirmed at 'BB-' and its $1.1 billion outstanding convertible
preferred securities/high TIDES at 'CCC'. The Rating Outlook for
CPN is Stable.

CPN's ratings reflect its highly leveraged financial profile and
exposure to cyclical commodity market conditions, which continue
to reduce realized returns on the unhedged portion of CPN's
generating portfolio. In addition, CPN's remaining plant
construction program will continue to place near-term pressure on
the company's credit profile as cash inflows and earnings tend to
lag investment expenditures. For the twelve-month period ended
March 31, 2004, lease adjusted debt to EBITDAR exceeded 10.0 times
(x). CPN continues to pursue the sale of some of its more liquid
assets, including the planned sale of approximately 230 billion
cubic feet equivalent (Bcfe) of Canadian-based natural gas
reserves and ongoing monetization of above-market power sales
contracts, further reducing financial flexibility.

CPN's credit measures could conceivably strengthen over the next
several years as new projects enter commercial operation and begin
to produce cash flows. However, upward movement in CPN's ratings
would require both a cyclical recovery in spark spreads and
deployment of free cash flow generated from this recovery toward
meaningful debt reduction. The degree to which CPN is successful
in negotiating new long-term power sales agreements will also have
a potentially positive impact on the current ratings. However, to
the extent that new contracts relate to incremental plant
development, rather than contracting CPN's existing asset
portfolio, CPN could face continuing liquidity risk to the extent
new construction activity is primarily debt-funded. In this
regard, advance realization of equity profits through contract
monetizations, while having proven critical to the resolution of
near-term liquidity issues, could further delay a sustained
recovery in financial measures.

Favorable credit considerations include CPN's sound operating
fundamentals and the core competencies of CPN's power generating
activities. CPN operates a geographically diverse portfolio of
highly efficient base load natural gas-fired generating units.
With approximately 52% of its estimated 2004 power sales hedged
under long-term contracts primarily with creditworthy utilities,
municipalities, co-ops, and other load-serving entities, CPN is
somewhat insulated in the near term from the depressed spark
spread environment. However, Fitch notes that, absent any new
contracts, the percentage of CPN's generating portfolio under
contract would decline to around 35% by 2006.

CPN's senior secured rating is three notches higher than CPN's
senior unsecured rating, reflecting the enhanced structural
position of secured creditors and Fitch's evaluation of the
underlying collateral package. The secured notes are
collateralized by a second priority lien on substantially all of
the assets owned directly by CPN, including natural gas reserves
and certain generating facilities. In addition, the notes are
secured by a second priority pledge of equity interests in most of
CPN's first tier domestic subsidiaries. Although the new secured
notes are effectively subordinated to approximately $6.2 billion
of subsidiary debt and lease obligations, in Fitch's view, the
secured creditors are afforded reasonable asset protection given
the lower proportion of secured debt, relative to total corporate
debt at the CPN holding company level.

Moreover, the terms of CPN's most significant subsidiary debt
obligations, including $3.2 billion of secured construction debt,
do not feature overly restrictive cash trapping mechanisms. Fitch
has reviewed its recovery analysis in light of recent discussions
regarding the potential monetization of CPN's Canadian gas
reserves. Assuming sale proceeds are used to repay outstanding
first-priority debt, the immediate impact on recovery rates for
CPN's second priority secured debt is relatively neutral. CPN's
senior unsecured debt has lower recovery prospects as a
consequence of the security pledged to first and second lien
creditors.

The current Stable Outlook reflects CPN's success in eliminating
all remaining 2004 liquidity hurdles, including the refinancing of
$2.4 billion of secured subsidiary construction debt, which would
have matured in November 2004 and repurchased $1 billion of
convertible securities, which could have been put back to CPN in
December 2004. As a result, remaining debt maturities over the
2004-2006 timeframe are relatively modest and should not create
any significant liquidity stress. However, CPN is faced with the
maturity of approximately $2.4 billion of senior unsecured debt
obligations in 2008, and the company's prospects for refinancing
are highly dependent on favorable power market and capital market
circumstances. In the meantime, conservatively forecast debt
service coverage measures remain tight and with over $3 billion of
floating-rate debt, CPN is sensitive to increasing interest rates.
CPN's inability to de-leverage ahead of its 2008 maturities will
likely result in downward pressure on CPN's ratings.


CANDESCENT TECHNOLOGIES: Files for Chapter 11 to Facilitate Sale
----------------------------------------------------------------
Candescent Technologies Corporation and Candescent Technologies
International, announced on June 16, 2004 that Candescent has
executed a definitive agreement for the sale to Canon Inc., at a
purchase price of $10.75 million, of its ThinCRT flat panel
display patent rights and certain related assets. Candescent had
been, since its incorporation in 1990, developing its ThinCRT
technology with the objective of commercializing a high-quality
television display in a thin, lightweight design. Candescent's
field emission display intellectual property portfolio consists of
over 600 patents or patent applications.

Candescent also announced that on June 16, 2004 it filed a
voluntary reorganization case under chapter 11 of the Bankruptcy
Code in the San Jose Bankruptcy Court in part to consummate the
sale, subject to a court auction and overbid. The proceeds
generated by the sale will be paid to creditors through a Chapter
11 plan and a Scheme of Arrangement under Bermuda law. The sale
and Chapter 11 filings are supported by an informal committee of
Candescent bondholders owed a majority of Candescent's approximate
debt of $358 million. Duke Amaniampong, President and CEO of
Candescent, said that Candescent expects to consummate the sale
during the third quarter of this year.

                    About the Company

Candescent Technologies Corporation was founded in 1991 to
develop, manufacture and market the world's first ThinCRT (thin
cathode ray tube, CRT). ThinCRTs deliver full-motion, true-color
video image quality in a low-power, low-cost flat-panel display.
Candescent Technologies intends to become a major supplier of
flat-panel displays for computer, communications and consumer
products. The company employs more than 360 people and maintains
more than 110,000 square feet of vertically integrated development
facilities.


CANDESCENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Lead Debtor: Candescent Technologies Corp.
             aka Silicon Video Corp.
             16400 Lark Avenue #100
             Los Gatos, California 95032

Bankruptcy Case No.: 04-53803

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Candescent Technologies International      04-53808

Type of Business: The Debtor is a supplier of flat panel
                  displays for notebook computers, communications
                  and consumer products.
                  See http://www.candescent.com/

Chapter 11 Petition Date: June 16, 2004

Court: Northern District of California (San Jose)

Judge: James R. Grube

Debtors' Counsel: Ramon Naguiat, Esq.
                  Pachulski, Stang, Ziehl, Young et al
                  3 Embarcadero Center #1020
                  San Francisco, CA 94111-4023
                  Tel: 415-263-7000

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


CNE GROUP: Restructures $1M 8% Subordinated Promissory Notes
------------------------------------------------------------
CNE Group, Inc., (AMEX: CNE) announced that it has completed the
restructuring of its 8% Subordinated Promissory Notes, amounting
to $1,000,000.

Effective June 10, 2004, the two holders of the Company's Notes,
in the aggregate principal amount of $1,000,000, converted their
Notes into 1,000,000 shares of the Company's Series AA 8%
Cumulative Preferred Stock, par value $0.00001 per share. The
aggregate liquidating value of the Series AA Preferred Stock
acquired by the converting Noteholders, one of whom is an officer
and the other an employee of a subsidiary of the Company, is
$1,000,000. Including the aforementioned conversion, the Company
currently has issued and outstanding an aggregate of 2,000,000
shares of Series AA Preferred Stock, which has a liquidating
preference of $2,000,000 over all other equity of the Company.

The financial effect of the conversion of the Notes on June 10,
2004 will be to increase the Company's Stockholders' Equity by
$1,000,000.

                      About CNE Group, Inc.

CNE Group Inc. -- http://www.cnegroupinc.com/-- is a provider of  
solar-powered wireless communications solutions for the
Intelligent Traffic Systems (ITS), Homeland Security and wireless
broadband network markets. The Company's hardware/software
solutions enable applications to transmit voice and data over any
wireless protocol, allowing CNE to manage every aspect of the
customer's wireless needs. CNE designs, manufactures, distributes,
and maintains remote response devices primarily for state and
local governmental agencies, Fortune 500 Companies, public and
private institutions. CNE operates through its wholly owned
subsidiaries which include SRC Technologies, US Commlink, Mobile
Communications, and Connectivity.

Building on patented and proprietary technologies, CNE has
differentiated itself by offering solar-powered advanced wireless
devices, or kiosks, that can be strategically placed in any
location.

CNE Group, Inc. is located at 200 West 57th Street, New York, New
York 10019 (212-977-2200). Operating subsidiaries located in
Lauderhill, Florida, are SRC Technologies, Inc., Connectivity,
Inc., and Mobile Communications; U.S. Commlink, Ltd. is located in
Livermore, California.

                           *   *   *

                Liquidity and Capital Resources

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

"The Company has incurred substantial losses, sustained
substantial cash outflows from operating activities and had a
working capital deficit at March 31, 2004 and December 31, 2003.
The above factors raise substantial doubt about the Company's
ability to continue as a going concern. The Company's continued
existence depends on its ability to obtain additional equity
and/or debt financing to fund its operations, financial
obligations as they become due, and ultimately to achieve
profitable operations. The Company is continuously in the process
of raising additional financing and has initiated a cost reduction
strategy. At March 31, 2004 and December 31, 2003, management
believed that the working capital deficit, losses and negative
cash flow will ultimately be improved by (i) the acquisitions of
SRC and ECI, (ii) cost reduction strategies initiated in January
2004, and (iii) additional equity and debt financing activities in
addition to those set forth in the financial statements. On
January 2, 2004, the Company received a notice dated December 31,
2003 from the American Stock Exchange indicating that the Company
had demonstrated compliance with the requirement for continued
listing on the Exchange. As is the case for all listed issuers,
the Company's continued listing eligibility will be assessed on an
ongoing basis; however, during the year ending December 31, 2004,
the Company will be subject to additional scrutiny (as set forth
in Section 1009(h) of the AMEX Company Guide) as is the case for
any listed company that has regained compliance. There is no
assurance that the Company can obtain additional financing or
achieve profitable operations or generate positive cash flow."


DAN RIVER: Committee Gets Nod to Hire Akin Gump as Co-Counsel  
-------------------------------------------------------------
The Official Unsecured Creditors Committee for Dan River Inc.'s
chapter 11 cases sought and obtained approval from the U.S.
Bankruptcy Court for the Northern District of Georgia, Newnan
Division, to hire Akin Gump Strauss Hauer & Feld LLP as its
co-counsel.

The Committee anticipates that Akin Gump will:

   a. advise the Committee with respect to its rights, duties
      and powers in these chapter 11 cases;

   b. assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these
      chapter 11 cases;

   c. assist the Committee in analyzing the claims of the
      Debtors' creditors and the Debtors' capital structure and
      in negotiating with holders of claims and equity
      interests;

   d. assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors and of the operation of the Debtors'
      businesses;

   e. assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the assumption or
      rejection of certain leases of nonresidential real
      property and executory contracts, asset dispositions,
      financing of other transactions and the terms of one or
      more plans of reorganization for the Debtors and
      accompanying disclosure statements and related plan
      documents;

   f. assist and advise the Committee as to its communications
      to the general creditor body regarding significant matters
      in these chapter 11 cases;

   g. represent the Committee at all hearings and other
      proceedings;

   h. review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise
      the Committee as to their propriety, and to the extent
      deemed appropriate by the Committee support, join or
      object thereto;

   i. assist the Committee in lobbying, if appropriate;

   j. assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives;

   k. prepare, on behalf of the Committee, any pleadings,
      including without limitation, motions, memoranda,
      complaints, adversary complaints, objections or comments
      in connection with any of the foregoing; and

   l. perform such other legal services as may be required or
      are otherwise deemed to be in the interests of the
      Committee in accordance with the Committee's powers and
      duties as set forth in the Bankruptcy Code, Bankruptcy
      Rules or other applicable law.

The Committee believes that Akin Gump possesses extensive
knowledge and expertise in the areas of law relevant to these
chapter 11 cases, and that Akin Gump is well qualified to
represent the Committee in these chapter 11 cases.

The current hourly rates charged by Akin Gump are:

      Designation                   Billing Rate
      -----------                   ------------
      Partners                      $325 - $775
      Special Counsel and Counsel   $325 - $725
      Associates                    $185 - $450
      Paraprofessionals             $45 - $195

The professionals currently expected to have primary
responsibility for providing services to the Committee are:

      Professional       Designation   Billing Rate
      ------------       -----------   ------------
      Michael S. Stamer  Partner       $675 per hour
      Kenneth A. Davis   Associate     $425 per hour
      Scott L. Alberino  Associate     $350 per hour

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 to Hire Greenberg Traurig as Co-Counsel
-----------------------------------------------------------
DB Companies, Inc., and its debtor-affiliates want to hire the
legal services of Greenberg Traurig, LLP as their co-counsel in
their chapter 11 proceedings.  The Debtors tell the U.S.
Bankruptcy Court for the District of Delaware that the firm has
extensive general experience and knowledge in the field of
debtors' and creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code.

In its capacity, Greenberg Traurig is expected to:

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

   b) negotiate, draft and pursue confirmation of a plan of
      reorganization and approval of an accompanying disclosure
      statement;

   c) prepare on behalf of the Debtors all applications,
      motions, answers, orders, reports and other legal papers
      necessary to the administration of the Debtors' estates;

   d) appear in Court and protecting the interests of the
      Debtors before the Court;

   e) assist with any disposition of the Debtors' assets, by
      sale or otherwise;

   f) attend all meetings and negotiating with representatives
      of creditors, the United States Trustee, and other
      parties-in-interest; and

   g) perform all other legal services for, and providing all
      other necessary legal advice to, the Debtors which may be
      necessary and proper in this proceeding.

Greenberg Traurig professionals who will principally represent the
Debtors are:

         Professional               Billing Rate
         ------------               ------------
         Scott D. Cousins           $515 per hour
         Victoria Watson Counihan   $370 per hour
         William E. Chipman, Jr.    $330 per hour
         Dennis A. Meloro           $230 per hour
         Elizabeth C. Thomas        $135 per hour

Other attorneys and paralegals might render services to the
Debtors as needed. Greenberg Traurig's rates range from:

         Title                        Billing Rate
         -----                        ------------
         Shareholders                 $250 to $700 per hour
         Associates                   $180 to $435 per hour
         Legal Assistants/Paralegals  $75 to $215 per hour

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.


DIAGNOS INC: Appoints Andre Larente As New President and CEO
------------------------------------------------------------
DIAGNOS Inc. (ADK - TSX-VEN) announced the appointment of
Mr. Andre Larente as the new President and CEO of Diagnos Inc.
Mr. Larente succeeds Mr. Christian Dufour who has decided to
pursue other activities.

Mr. Larente had been Chairman of the Board of Directors of Diagnos
prior to assuming the President & CEO role, and he also served as
President & CEO of Diagnos between September 2000 and January
2003. Mr. Larente has been actively involved in the high-
technology industry since 1978.

Mr. Larente has extensive informatics, software and engineering
expertise, including leadership roles as General Manager for
Siemens, Area Vice President for Newbridge Networks, Vice
President for Legent Corporation, Director of Sales-Eastern Canada
for Cognos Corporation, as well as twelve years at Honeywell in
various sales positions. Mr. Larente is a graduate of Sherbrooke
University and holds a Bachelor of Commerce and Management
Information Systems degree.

"I am delighted to take on this challenge as President and CEO of
Diagnos. I am particularly looking forward to working with our new
Board of Directors led by Mr. Brian Edwards, our new Chairman. As
founder of BCE Emergis, Brian brings invaluable experience that
will be a major asset for the company. I would like to thank Mr.
Dufour for his dedication and hard work, and the solid bases he
has brought to the company that will enable the future for
Diagnos."

At December 31, 2003, Diagnos Inc.'s balance sheet shows a total
shareholders' deficit of C$495,350 compared to a deficit of
C$532,790 at March 31, 2003.


DII INDUSTRIES: Summary of Chapter 11 Plan Modifications
--------------------------------------------------------
The DII Industries, LLC Debtors delivered to the Court a revised
Chapter 11 Plan to incorporate a series of technical amendments
and restatements made to date.

The over-all significant modifications to the Debtors' Plan
include these provisions on Article 10 -- Injunctions, Releases
and Discharge:

   (a) Effect of Plan on Liabilities of Non-Debtors

       Nothing in the Plan will be deemed to affect, limit or
       otherwise impair the obligations of any non-debtor for
       claims, including, without limitation, any claims arising
       under any executory contract of non-debtor, other than
       Asbestos PI Trust Claims or Silica PI Trust Claims.

   (b) Effect of the Plan on the Rights or Liabilities of the
       United States

       Notwithstanding any provisions to the contrary in the
       Plan, or the Confirmation Order, no rights or liabilities
       of the United States, other than Asbestos Unsecured PI
       Trust Claims and Silica Unsecured PI Trust Claims, will be
       discharged, released, impaired, or otherwise adversely
       affected by the Plan or the Confirmation Order.
       Liabilities to the United States, if any, other than on
       account of Asbestos Unsecured PI Trust Claims and Silica
       Unsecured PI Trust Claims, will be paid as if the
       reorganization cases had not been commenced, and any
       disputes regarding such liabilities will be determined in
       the manner and by the administrative or judicial forum in
       which such liabilities would have been resolved or
       adjudicated had the reorganization cases not been filed.

The Debtors modified Article 11 of the Plan -- Matters Incident
to Plan Confirmation -- to add a provision relating to certain
contingent, unliquidated, or disputed claims:

     "To the fullest extent permitted by applicable law, the
     Confirmation Order will discharge the Debtors of all
     obligations on account of contingent, unliquidated, or
     disputed Indirect Asbestos PI Trust Claims and Indirect
     Silica PI Trust Claims, which claims will be channeled to
     the Asbestos PI Trust and Silica PI Trust, as the case may
     be, and treated as provided in the applicable trust
     distribution procedures."

The Plan amendments also incorporate the Debtors' settlements
with Certain Underwriters at Lloyd's, London and Liberty Mutual
Insurance Company.

For the Asbestos/Silica Insurance Actions and Preservation of
Insurance Claims and Defenses, the Revised Plan provides that on
or after the Effective Date, the Reorganized Debtors will be
entitled, in their sole and complete discretion, to:

   -- compromise or settle any and all Asbestos/Silica Insurance
      Actions; and

   -- extend the Asbestos/Silica Insurance Company Injunction to
      any Asbestos/Silica Insurance Company that becomes a party
      to an Asbestos/Silica Insurance Settlement Agreement.

While the liability of the Debtors to holders of Asbestos
Unsecured PI Trust Claims and Silica Unsecured PI Trust Claims,
including Demands, will be determined pursuant to the Plan and
the Plan will constitute a binding contract between (i) the
Debtors, on the one hand, and (ii) the holders of Asbestos PI
Trust Claims and Silica PI Trust Claims and the Futures
Representative, on the other hand, the Debtors stipulate and
agree that:

   -- the arrangements embodied in the Plan were entered into by
      the Debtors without the consent, permission or
      participation of any Asbestos/Silica Insurance Company; and

   -- for insurance coverage purposes, the approval of the Plan
      by the Bankruptcy Court will be deemed made without any
      adjudication, judgment, trial, or hearing on the merits of
      any Asbestos PI Trust Claim or Demand or any Silica PI
      Trust Claim or Demand, either individually or in the
      aggregate.

The Debtors clarify that nothing in the Plan, the Plan Documents
or in any Confirmation Order entered in connection with the Plan,
or any order or opinion entered on appeal from the Confirmation
Order, will:

   (1) diminish or impair any defense, claim, counterclaim,
       interest, or other right of any Asbestos/Silica Insurance
       Company against the Reorganized Debtors or any other
       entity asserting a right to coverage under an Asbestos/
       Silica Insurance Policy;

   (2) diminish or impair the right in any Asbestos/Silica
       Insurance Action of:

          (i) the Reorganized Debtors or any other entity
              asserting a right to coverage under any Asbestos/
              Silica Insurance Policy to assert and argue that
              its rights to coverage under the Asbestos/Silica
              Insurance policy are not diminished or impaired by
              confirmation of the Plan or consummation of the
              transactions, including the allowance and payment
              of Asbestos PI Trust Claims and Silica PI Trust
              Claims, including Demands, contemplated by the
              Plan, the Plan Documents or any Asbestos/Silica PI
              Trust Claimant Settlement Agreement; or

         (ii) any Asbestos/Silica Insurance Company to assert and
              argue to the contrary; or

   (3) constitute a determination whether any rights to coverage
       of the Reorganized Debtors or any other entity that
       otherwise might be entitled to coverage under any
       Asbestos/Silica Insurance Policy are diminished or
       impaired by the confirmation of the Plan or consummation
       of the transactions contemplated by the Plan, the Plan
       Documents, or any Asbestos/Silica PI Trust Claimant
       Settlement Agreement.

Nothing in the Plan, the Plan Documents, the Confirmation Order,
or any order or opinion entered on appeal from the Confirmation
Order will in any Asbestos/Silica Insurance Action:

   -- constitute, or be deemed to constitute, an adjudication
      establishing the liability of any Asbestos/Silica Insurance
      Company;

   -- constitute, or deemed to constitute, a determination that
      it is or was reasonable for the Debtors, the Reorganized
      Debtors, the Asbestos PI Trust, and the Silica PI Trust to
      settle, allow or pay any Asbestos PI Trust Claim or any
      Silica PI Trust Claim, including Demands, or any other
      Claims on any terms contemplated by the Plan, the Plan
      Documents, any Asbestos/Silica PI Trust Claimant Settlement
      Agreement, the Asbestos TDP, or the Silica TDP;

   -- constitute a finding, conclusion, or determination as to
      whether:

         (i) the Plan, the Plan Documents, or any Asbestos/Silica
             PI Trust Claimant Settlement Agreement is reasonable
             or appropriate; or

        (ii) the conduct of the Debtors, the Reorganized Debtors,
             the Asbestos PI Trust, or the Silica PI Trust in
             connection with the negotiation, development, and
             implementation of the Plan, the Plan Documents, the
             Reorganization Cases, or any Asbestos/Silica PI
             Trust Claimant Settlement Agreements, was reasonable
             or appropriate or consistent with the terms of any
             Asbestos/Silica Insurance Policy or coverage-in-
             place agreement.

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)


DISTRIBUTION DYNAMICS: Anixter Closes $33 Million Asset Purchase
----------------------------------------------------------------
Anixter International Inc. (NYSE: AXE), the world's leading
distributor of communication products, electrical and electronic
wire & cable and a leading distributor of fasteners and other
small parts to Original Equipment Manufacturers, announced that it
had completed the purchase of the assets and operations of
Distribution Dynamics, Inc. DDI was a privately held distributor
of fasteners and small components to Original Equipment
Manufacturers based in Eden Prairie, Minnesota. The transaction
was completed as a part of DDI's Chapter 11 bankruptcy filing.

As previously announced, the purchase did not include the DDI
operations in Kansas City, Missouri, which Anixter had previously
purchased under a separate agreement, or the DDI operations in
Portland and Medford, Oregon. In connection with the purchase,
Anixter assumed certain obligations of DDI under the facility and
operating leases used in conjunction with the acquired operations
and Anixter extended offers of employment to the employees of DDI
in the acquired operations.

As a result of an active auction process in the DDI bankruptcy
proceeding involving multiple bidders, the final purchase price
for the operations and assets of DDI was $33 million. This final
price compares with Anixter's initial purchase offer of
$25 million combined with an expectation that Anixter would make
offers to purchase certain valid, unsecured pre-petition claims in
the bankruptcy to the extent those claims applied to product sales
to the operations that were purchased by Anixter.

Due to the higher purchase price paid as a result of the active
bidding process, Anixter now expects that if it purchases any
valid pre-petition claims that the aggregate amount of such
purchased claims will be substantially less than was originally
contemplated. To the extent any such claims are purchased by
Anixter, it will result in a charge to earnings for the difference
between the purchase price of the claims and the proceeds, if any,
from the settlement of those claims in the bankruptcy process.
Given the limited amount of claims, if any, which the Company now
anticipates purchasing, the charge to earnings will not be
material. Excluding any charge associated with the purchase of
pre-petition claims, Anixter expects this acquisition to be
nominally accretive to earnings beginning in the third quarter of
2004.

Commenting on the acquisition, Robert W. Grubbs, President and
Chief Executive Officer of Anixter, said, "This acquisition is an
important step in our continuing strategy of building a global OEM
supply business. Benefits of the acquisition include the addition
of an excellent team of people, a number of blue chip customers
and new geographic locations that will complement our previous
acquisitions of Pentacon and the Walters Hexagon Group.

"We anticipate that this acquisition will add approximately $65
million per year to our pre-acquisition $325 million annual base
of fastener and other small component OEM supply business. With
this combined volume, a coast to coast presence in the United
States and a strong presence in the United Kingdom, we believe we
are now in an excellent position to pursue organic growth with
multi-national OEMs. For those OEMs who are looking to streamline
their procurement processes and improve supply chain efficiency on
a national or international scale our 1,000 plus employees in 44
dedicated facilities provide a sound alternative to the many local
and regional suppliers in this business," commented Grubbs.

Addressing the increased purchase price, Grubbs said, "The
bankruptcy process worked as expected by providing the seller an
opportunity to maximize the proceeds from the sale. Our total
outlay for the purchase does not materially change from what was
contemplated, rather the mix changes between the assets and
operations purchased and the purchase of pre-petition claims."

Grubbs added, "It is important to note that we completed this
acquisition with a minimum of additional borrowings. In an
industry where excessive leverage has created supply chain
concerns for both customers and suppliers, we think our financial
strength will be viewed as a positive, helping us grow our
business. At the same time, the increasing critical mass of our
OEM supply business will allow us to both attract and retain the
best employees so we can ensure the best possible service for our
growing customer base."

In conclusion, Grubbs said, "We appreciate the extra effort and
the sacrifices that the employees of DDI have made during the
bankruptcy period. We also recognize the losses incurred by the
suppliers to the DDI business and we look forward to new mutually
beneficial relationships as we go forward. Lastly, we appreciate
the endurance of the customers of DDI who have dealt with the
uncertainties caused by the bankruptcy process. In all cases, we
look forward to returning the DDI operations to a normal state in
as short of a period of time as possible."

                     About Anixter

Anixter International is the world's leading distributor of
communication products, electrical and electronic wire & cable and
a leading distributor of fasteners and other small parts ("C"
Class inventory components) to Original Equipment Manufacturers.
The company adds value to the distribution process by providing
its customers access to 1) innovative inventory management
programs, 2) more than 275,000 products and over $500 million in
inventory, 3) 164 warehouses with more than 4.6 million square
feet of space, and 4) locations in 200 cities in 42 countries.
Founded in 1957 and headquartered near Chicago, Anixter trades on
The New York Stock Exchange under the symbol AXE.

                  About Distribution Dynamics

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


DRESSER: Dresser DMD Changes Name to Dresser Natural Gas Solutions
------------------------------------------------------------------
Dresser DMD, a business unit of Dresser, Inc., announced that it
has changed its name to Dresser Natural Gas Solutions. The unit
provides metering, regulation, and pressure control solutions to
the natural gas industry, with products and aftermarket services
marketed under the Dresser(R) Piping Specialties, Roots(R) Meters
and Instruments, Mooney(R) Controls, Grove(R) Regulators,
Masoneilan(R) Regulators, and Becker(TM) Precision Equipment brand
names. In addition, the unit provides engineering, design, and
fabrication of complete natural gas measurement and control
facilities under the FloSystems(TM) brand name.

"We decided to make the name change to more closely reflect our
expanded capabilities and strategic focus," stated Mike Carlson,
Vice President and General Manager of Dresser Natural Gas
Solutions. "Dresser has been a key supplier of products to the
natural gas industry since 1880 when Solomon Dresser first
supplied the pipe couplings that made it possible to transport
natural gas over long distances. Over time we have moved from
supplying discrete components to offering more complete solutions
to our customers, including engineering, electronic measurement
and control systems, fabrication, and aftermarket services. We
will continue to look for opportunities to help our customers
achieve higher levels of performance in their businesses through
our expanding capabilities."

Continued Carlson, "Dresser Natural Gas Solutions has facilities
located in key markets around the world, and serves over 3,000
utility customers in 45 countries. With the predicted global
growth in natural gas consumption, the need for innovative
measurement and regulation systems is also expected to grow. Our
capabilities extend from a pipe coupling to a complete city gate
station."

Dresser Natural Gas Solutions provides measurement and pressure
control solutions to the natural gas distribution industry around
the world. Headquartered in Houston, Dresser Natural Gas Solutions
is part of the Dresser Flow Solutions business unit of Dresser,
Inc.

Headquartered in Dallas, Dresser, Inc. is a worldwide leader in
the design, manufacture and marketing of highly engineered
equipment and services sold primarily to customers in the flow
control, measurement systems, and compression and power systems
segments of the energy industry. Dresser has a widely distributed
global presence, with over 8,000 employees and a sales presence in
over 100 countries worldwide. The company's website can be
accessed at http://www.dresser.com/

                         *   *   *

As reported in the Troubled Company Reporter's June 4, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit rating on Dresser Inc. and, at the same time,
revised its outlook on the company to negative from stable.

Standard & Poor's also assigned its 'BB-' rating to Dresser's $175
million term loan C add-on, which has the same terms and
conditions as the existing 'BB-' rated $235 million senior secured
credit facility.

The outlook revision is based on Dresser's weaker credit measures
that are likely in the near term, due to the company's debt-
financed acquisition of the distribution business of Nuovo Pignone
S.p.A., a subsidiary of General Electric Co., for approximately
$175 million.

"Dresser's credit measures are weak for the rating, and the
company is vulnerable to a downgrade if financial performance and
credit measures do not materially improve on a sequential basis
throughout 2004," said Standard & Poor's credit analyst Andrew
Watt.


DYNABAZAAR INC: Shares Knocked Off Nasdaq National Market Today
---------------------------------------------------------------
Dynabazaar, Inc. received a letter from the Nasdaq Stock Market,
dated June 15, 2004, notifying the Company that, because the
closing price of its common stock has closed below $1.00 per share
for 30 consecutive trading days and it does not presently conduct
an operating business, the Company's common stock has ceased to
meet the requirements for continued listing on The Nasdaq National
Market.

As a result, the Company will be delisted at the open of business
on June 24, 2004 pursuant to Nasdaq Marketplace Rules 4450(a)(5),
4300 and 4330(a)(3). The Company expects that, following
delisting, its common stock may trade in the over-the-counter
market.

                         *   *   *

As reported in the Troubled Company Reporter's April 7, 2004
edition, Dynabazaar, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2003 filed with the Securities and
Exchange Commission and audited by Rothstein, Kass & Company,
P. C. contained a qualification as to the company's ability to
continue as a going concern.

The audit opinion states as follows: "For the year ended December
31, 2003, the company incurred a net loss of approximately $4.6
million and negative cash flows from operations of approximately
$7.1 million. Subsequent to the asset purchase agreement in
September 2003, the Company has not yet settled on an operating
plan. These factors, amongst others, indicate that the Company may
be unable to continue operations as a going concern. No adjustment
has been made in the accompanying financial statements to the
amounts and classification of assets and liabilities which could
result should the Company be unable to continue as a going
concern."

Management commented that:

"After the payment of $1.2 million to settle our obligations under
our principal lease, the Company will have approximately
$9 million in cash. Expenses are now less than $1 million per
year. Management is currently pursuing a strategy that has, as its
prime focus, the acquisition of an operating business."


ENRON: Southern Union Joint Venture Offers to Buy Pipeline Assets
-----------------------------------------------------------------
Southern Union Company (NYSE:SUG) announced that CCE Holdings,
LLC, a joint venture of Southern Union and its 50% equity partner
GE Commercial Finance Energy Financial Services, submitted an
offer to acquire for cash 100% of the equity interests of
CrossCountry Energy, LLC from Enron Corp. and its affiliates and
assume certain consolidated debt of approximately $461 million -
for a total transaction value of approximately $2.3 billion.
Enron's Official Committee of Unsecured Creditors, which endorses
CCE's offer, filed a copy of CCE's Purchase Agreement Tuesday with
the U.S. Bankruptcy Court for the Southern District of New York.

In a pleading filed with the Court last Friday, the Committee
disclosed, without specifically naming CCE, that it had received a
superior proposal for CrossCountry that offered approximately
$55 million more cash, is not conditioned on the payment of a
break-up fee, and is otherwise on higher and/or better terms than
an offer Enron previously received from another bidder.
Accordingly, the Committee stated that it does not believe that
Enron's previously-received bid reflects the highest and/or best
offer for CrossCountry, and recommended that the Court authorize
Enron to accept CCE's offer.

CCE's offer will be the subject of a Court hearing today, June 24,
2004. At the hearing, the Court is expected to consider whether to
approve procedures for an auction in late August and whether to
designate CCE's Purchase Agreement as the benchmark bid that must
be bettered at the auction.

CrossCountry holds interests in and operates Transwestern Pipeline
Company, Citrus Corp. and Northern Plains Natural Gas Company.
With some 9,900 miles of pipeline and approximately 8.5 Bcf/day of
natural gas capacity, CrossCountry serves customers in four major
geographical regions in 17 states.

Southern Union and GE Commercial Finance Energy Financial Services
will provide no further public information on this offer until the
Court issues its decision.

                  About Southern Union Company

Southern Union Company, headquartered in Wilkes-Barre,
Pennsylvania, is engaged primarily in the transportation and
distribution of natural gas. Through its Panhandle Energy
subsidiary, the Company owns and operates Panhandle Eastern Pipe
Line Company, Trunkline Gas Company, Sea Robin Pipeline Company,
Trunkline LNG Company and Southwest Gas Storage Company.
Collectively, the pipeline assets operate more than 10,000 miles
of interstate pipelines that transport natural gas from the Gulf
of Mexico, South Texas and the Panhandle regions of Texas and
Oklahoma to major U.S. markets in the Midwest and Great Lakes
region. Trunkline LNG, located in Lake Charles, Louisiana, is the
nation's largest liquefied natural gas import terminal. Through
its local distribution companies, Missouri Gas Energy, PG Energy
and New England Gas Company, Southern Union also serves nearly one
million natural gas end-user customers in Missouri, Pennsylvania,
Massachusetts and Rhode Island. For additional information, visit
http://www.southernunionco.com/


ENRON CORP: Obtains Court Nod to Expand Susman Godfrey's Retention
------------------------------------------------------------------
The Enron Corporation Debtors and their retained professionals
have been investigating possible claims and causes of action
against PricewaterhouseCoopers, LLP, KPMG, LLP, and their
affiliated entities arising from or relating to the relationship
of PwC and KPMG with Enron and its affiliates.

The Debtors believe that the resolution of these claims and
causes of action is essential to the successful completion of
their Chapter 11 cases.  The claims and causes of action to be
pursued against PwC and KPMG are similar, and related to, the
claims and causes of action Susman Godfrey, LLP, pursued against
the financial institutions pursuant to its Expansion Order.

Accordingly, the Debtors sought and obtained the Court's
authority to modify the terms of Susman's retention pursuant to
two Letter Agreements, dated March 8, 2004, between Susman and
the Debtors to expand its duties to include PwC and KPMG.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that Susman is uniquely positioned to negotiate
with the various parties involved.  In fact, H. Lee Godfrey, one
of the founding partners of the firm and one of the most renowned
litigators in Texas, will be the lead attorney and the principal
participant in all matters in which Susman represents the
Debtors, ensuring the Debtors of the highest quality service
available from Susman.  Furthermore, the claims and causes of
action to be asserted against PWC and KPMG are similar and
related to claims already being pursued by Susman on behalf of
the Debtors.

In consideration for the supplemental services to be provided,
the Debtors have agreed to pay Susman $115,000 pursuant to the
PwC Letter Agreement and an additional $115,000 pursuant to the
KPMG Letter Agreement, upon commencement of an Action.  
Thereafter, the Debtors will pay Susman $115,000 per month for
each Action so long as each Action is pending.

In addition to the Monthly Payments, and similar to the payment
concept in the Second Expansion Order, the Debtors have agreed to
pay Susman success fees based on all sums of money or "other
things of value":

   * For a period of one year, Susman will receive an amount
     equal to 1.50% each from any Recovery Enron received from
     PwC and KPMG; and

   * Any time after the One-Year Period, Susman will receive an
     amount equal to 3% of the Recovery Enron received from PwC
     and KPMG.

Mr. Rosen explains that any Success Fee payable to Susman will be
reduced by the amount of all Monthly payments paid with respect
to the applicable matter after the 24th Monthly Payment.  Under
no circumstances will the total sum of all Monthly Payments and
Success Fees paid to Susman for either Letter Agreements exceed
$50,000, regardless of the amount of the Recoveries.

The Debtors also agreed to reimburse Susman, on a monthly basis,
all expenses incurred in connection with the retention.

Kenneth S. Marks, a partner at Susman Godfrey, LLP, informs the
Court that similar to his prior declarations, Susman, its members
and associates do not have any connection with, or any interest
adverse to the Debtors, their creditors, or any party-in-
interest, or their attorneys and accountants. (Enron Bankruptcy
News, Issue No. 113; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ENRON DEV'T: Court Authorizes Enron Bermuda Loan Settlement Pact
----------------------------------------------------------------
Pursuant to a Promissory Note dated as of September 4, 2001,
Enron Development Funding, Ltd., advanced, from time to time, an
aggregate principal amount of about $6,314,478 to Enron (Bermuda)
Limited, a non-debtor subsidiary of Enron Market Claims Trading
Corporation.  The principal and accrued interest outstanding on
the Loan as of November 30, 2003 is believed to be about
$6,556,407.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Loan proceeds were invested in a joint
venture involving the purchase and realization of insurance
claims among Enron Corporation, Enron Global Markets, LLC, and
Enron Bermuda, on one hand, and Global Risk Trading (Bermuda)
Ltd., Global Risk Strategies (UK) Limited, Global Risk
Strategies, LLC, and various individuals -- the GRS Parties -- on
the other hand, and Global Risk Strategies (Bermuda) Ltd.

On April 26, 2002, the Enron Parties entered into a settlement
agreement with the GRS Parties and GRSB.  The Settlement
Agreement provided, among other things, for:

   (i) GRSB to pay Enron Bermuda $2,000,000; and

  (ii) GRSB to pay Enron Bermuda an additional $1,000,000 plus
       interest in accordance with the terms of a promissory
       note.

GRSB paid the amounts on April 7, 2003.

The Debtors have determined that Enron Bermuda should be wound-up
and dissolved.  As the Settlement Proceeds are the only known
assets of Enron Bermuda and EDF is its only creditor, by entering
into a settlement agreement, EDF and Enron Bermuda are
facilitating Enron Bermuda's orderly liquidation.

Mr. Sosland reports that EDF and Enron Bermuda have engaged in
extensive, arm's-length and good faith negotiations and
discussions concerning all issues regarding the Note.  The
parties agree that:

   (a) Enron Bermuda will pay EDF the sum of (i) as of
       November 30, 2003, $3,030,572 plus interest earned on
       that amount since then less (ii) $27,956;

   (b) If Enron Bermuda presently owns or is entitled to further
       assets it is currently unaware of, it will also assign to
       EDF all rights and title to the After Acquired Assets;

   (c) Both parties release each other from any further claims,
       obligations, demands, actions and liabilities relating
       to the Loan;

   (d) On the Payment Date, the Note will be terminated; and

   (e) On the Payment Date, to the extent either Party has filed
       any proofs of claim related to the Loan in either the
       U.S. Bankruptcy Court or the Cayman Court, the filing
       Party agrees to withdraw them immediately and furnish the
       other party with the appropriate documentation reflecting
       the withdrawal.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, EDF sought and obtained the Court's authority to enter
into the Settlement Agreement and implement it in accordance with
its terms. (Enron Bankruptcy News, Issue No. 113; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON NORTH AMERICA: Examiner Goldin Issues 25th Monthly Report
---------------------------------------------------------------
In his 25th monthly report, ENA Examiner Harrison J. Goldin keeps
the Court up to date regarding the status of ENA's cash, assets
and liabilities as of May 7, 2004.

                        Status of ENA Cash

From December 3, 2001 through and including May 7, 2004, total
deposits were $5,400,000,000 and total disbursements were
$2,800,000,000.  The breakdown between third party and inter-
company transactions are:

                                Deposits   Disbursements
                                --------   -------------
      Third party         $4,100,000,000    $713,000,000
      Intercompany         1,400,000,000   2,100,000,000

The cash balance, including short-term investments and various  
adjustments and additions to bank accounts, was $3,000,000,000.

                   Status of ENA Non-Cash Assets

Mark-to-Market Valuation of the Wholesale Book:

                                       MTM Value as of
                               March 31, 2004       May 4, 2004
                               -------------        -----------
Enron Power Marketing, Inc.  <$1,200,000,000    <$1,200,000,000

ENA Corp.                        <50,000,000        <50,000,000

Natural Gas                   <1,100,000,000       <900,000,000

EGM by ENA Corp.                <330,000,000       <320,000,000

EGM by EGLI                       <6,000,000         <6,000,000

EGM by ERAC                       <2,000,000         <2,000,000

Enron Industrial Markets         <60,000,000        <50,000,000

Enron Canada Corp.              <350,000,000       <350,000,000

Enron Capital & Trade           <110,000,000       <110,000,000
Resources Int'l. Corp.

         Settlements of Structured Finance Transactions

Mr. Goldin notes that the Debtors have settled their disputes
with respect to the Hawaii structure, and the Sequoia and
Cherokee accounts receivable securitizations.

                Examiner's Role Post-Confirmation

Under the Plan, the Examiner is to continue his role post-
confirmation, until the Effective Date of the Plan.  However, the
Fifth Amended Plan of Reorganization provides that during this
time, the Examiner will no longer file his regular and routine
reports with the Court.  The Plan also provides that the Court,
upon motion, may extend the Examiner's role beyond the Effective
Date.  Mr. Goldin anticipates that the Court will continue to
recognize the importance of a distinct ENA fiduciary.  (Enron
Bankruptcy News, Issue No. 113; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FEDERAL-MOGUL: Wants To Continue A.T. Kearney Employment Agreement
------------------------------------------------------------------
On July 30, 2003, the Court instructed the Federal-Mogul
Corporation Debtors to comply with the Official Committee of
Unsecured Creditors' request to utilize A.T. Kearney, Inc., to
assess the Debtors' manufacturing and material sourcing processes
and identify potential cost savings.  Accordingly, A.T. Kearney
carried out Phase I of its consulting services at no charge to the
Debtors' estates, which included:

   * A review of the Debtors' strategic plan with emphasis on
     improvements in SG&A, material sourcing, working capital,
     and asset productivity;

   * An identification of opportunities impacting EBITDA and
     return on total assets; and

   * The prioritization of improvement opportunities in the order
     of estimated economic benefit, timing of realized benefit,
     and cost of implementation.

At Creditors Committee's request, the Debtors agreed to the
continued use of A.T. Kearney's consulting services to rollout
costs savings initiatives in a second wave of manufacturing
plants.  By this application, the Debtors and the Creditors
Committee jointly ask the Court:

    (a) for authority to enter in a letter agreement with A.T.
        Kearney, wherein A.T. Kearney will render Wave II
        of its Phase II consulting services to rollout the
        identified cost savings initiatives at 22 additional
        plants using the structure and processes identified at
        six pilot plants;

    (b) to approve A.T. Kearney's compensation for the services;
        and

    (c) to direct A.T. Kearney to make available to the Creditors
        Committee and other Plan Proponents confidential
        information generated in connection with A.T. Kearney's
        performance of the consulting services contemplated by
        the Letter Agreement.

In Wave I of Phase II, A.T. Kearney:

   * developed an Operating Asset Effectiveness work stream in
     the Debtors' manufacturing plants for the purpose of
     identifying, prioritizing and driving cost savings in six
     pilot plants;

   * validated incremental plant consolidations and determine
     profitability impact; and

   * assisted the Debtors in reducing materials costs.

The OAE methodology employed by A.T. Kearney involves identifying
inefficiencies, determining the root cause of the problems
resulting in the inefficiencies, and identifying solutions to
resolve those problems.  James E. O'Neill, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub, PC, in Wilmington, Delaware,
relates that the Wave II implementation will involve identifying
cost savings opportunities by using developed methods.

In preparation for Wave II implementation, A.T. Kearney will:

   (a) confirm its understanding of the current improvement
       efforts including capital expenditures;

   (b) establish project teams and train project participants;
       and

   (c) finalize project plans.

As part of conducting the OAE analysis, A.T. Kearney will:

   (1) analyze throughput and internal costs and compare the
       costs to internal and external benchmarks;

   (2) assess management practices and compare them to best
       practices in key areas of operation; and

   (3) review capital expenditures and identify purchases that
       can be avoided.

A.T. Kearney will develop cross-plant network teams to drive
improvements and standardize processes across multiple plants
simultaneously.  This team-based approach is designed to
facilitate communication of best practices and diminish
duplication of effort with the goal of achieving a continuous
improvement management structure, processes and metrics at each
of the Wave II plants.  A.T. Kearney anticipates completing the
implementation of Wave II rollout over the course of 10 to 12
weeks.

Mr. O'Neill explains that the Wave II rollout will be executed by
teams consisting of both A.T. Kearney consultants and Federal-
Mogul personnel.  One A.T. Kearney consultant and one Federal-
Mogul manager will serve as project leaders.  A senior A.T.
Kearney consultant, who reports to the project leaders, will be
responsible for two implementation teams.  Each implementation
team, comprised of two A.T. Kearney consultants and one Federal-
Mogul corporate employee who provides manufacturing support, will
coach plant leaders at the 22 plants.  The implementation teams
will require the support of 12 to 14 Federal-Mogul personnel.  
The plants will institute a weekly reporting process to review
the status of each plant and coordinate development in each.  
Collectively, the plants will generate periodic status reports
for review by the Debtors' executive overseers.

A.T. Kearney's fees will be calculated on an hourly basis using
actual hours worked.  The rate structure for A.T. Kearney
personnel varies depending on the level of experience.  A.T.
Kearney's consulting fees and expenses will be capped at $7
million.  The first and second invoices will each be for $2.34
million to reconcile for the actual hours billed as well as
expenses.  A.T. Kearney assumes all the risk in connection with
the payment for any consulting services rendered prior to the
Court's approval of the Letter Agreement, in the event Court
approval is not obtained.

The 22 plants contemplated in the Wave II rollout includes plants
operated by the Debtors as well as plants operated by non-debtor
affiliates.  The Debtors will be reimbursed by those non-debtor
affiliates for the pro-rata costs of A.T. Kearney's services
rendered at the Non-Debtor Plants.

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


FIBERMARK: KPMG Provides Accounting & Employee Benefit Services
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont gave its
stamp of approval to FiberMark, Inc.'s application to employ KPMG
LLP as its auditors and to provide certain accounting, tax and
employee benefit services in the company's chapter 11 cases.

KPMG is expected to provide:

   (a) Auditing and Accounting Services:

        (i) audit and review examinations of the consolidated
            financial statements of the Debtors as may be
            required from time to time, including the
            consolidated financial statements of the Debtors as
            of December 31, 2004, and for the year then ended,
            and review of quarterly financial statements
            required to be filed with the Securities and
            Exchange Commission;
   
       (ii) report on management's assessment of the
            effectiveness of the Debtors' system of internal
            control over financial reporting as required by the
            Sarbanes-Oxley Act of 2002 and the Securities and
            Exchange Commission.

      (iii) analysis of accounting issues and advice to the
            Debtors' management regarding the proper accounting
            treatment of events;

       (iv) read and comment on the Debtors' documents, if any,
            required to be filed with the Securities and
            Exchange Commission; and

        (v) assistance with the implementation of bankruptcy
            accounting procedures as required by the Bankruptcy
            Code and generally accepted accounting principles,
            including, but not limited to, Statement of Position
            90-7.

   (b) Tax Advisory Services

        (i) review of and assistance in the preparation and
            filing of any Federal and state tax returns,
            including the consolidated Federal Form 1120;

       (ii) analysis of net operating loss and ownership change
            issues;

      (iii) assistance in determining the tax bases of
            subsidiary stock and the tax bases of each company's
            assets and liabilities;

       (iv) advice and assistance to the Debtors regarding tax
            planning issues, including, but not limited to,
            assistance in estimating net operating loss
            carrybacks and carryforwards, international taxes,
            and state and local taxes;

        (v) advice regarding transaction tax, state and local
            sales, use tax and payroll tax issues;

       (vi) assistance regarding tax matters related to the
            Debtors' pension plans and other compensation
            arrangements;

      (vii) assistance regarding tax matters arising from
            repatriation of earnings and other transactions with
            or relating to non-US affiliates;

     (viii) assistance regarding any existing or future IRS,
            state and/or local tax examinations; and

       (ix) advice and assistance on the tax consequences of
            proposed plans of reorganization, including, but not
            limited to, assistance in the preparation of
            Internal Revenue Service and state and local ruling
            requests regarding the future tax consequences of
            alternative reorganization structures.

   (c) Employee Benefit Services

       Advice and assistance as requested by the Debtors with
       respect to compensation and benefits, including
       development of key employee retention plans, competitive
       total direct pay analysis, incentive compensation
       planning and implementation, reduction in force planning
       and design of severance pay arrangements, analysis of
       costs related to employee benefit programs, assessment of
       unfunded benefit obligations, employee communications,
       and consultations on performance evaluation systems.

Michael J. Rezuke reports that the firm will bill the Debtors at
its current customary hourly rates:

            Designation         Billing Rate
            -----------         ------------
            Partners            $600 - $700
            Senior Managers     $475 - $550
            Managers            $350 - $450
            Senior Associates   $275 - $325
            Staff Associates    $100 - $200

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.


FIRST AMERICAN: Acquires Burrow Closing Management's REO Segment
----------------------------------------------------------------
The First American Corporation (NYSE: FAF), the nation's largest
data provider, has acquired the Real Estate Owned (REO) segment of
Burrow Closing Management Corporation (BCMC), a premier title
ordering, clearing and settlement provider. All other, non-REO
segments of BCMC will continue to operate under the BCMC name as
part of Cendant Settlement Services Group, Inc., an indirect
subsidiary of Cendant Corporation (NYSE: CD). Terms of the
transaction, which closed June 18, 2004, were not disclosed.

Formed in 1994, BCMC is a leading provider of REO services to
mortgage lenders and asset management companies. REO properties
are real estate acquired through foreclosure and held in
inventory. Major lenders generally outsource the handling of
foreclosure settlement -- including title clearance and placement
of title orders -- to service providers such as BCMC. BCMC
currently provides these services to two of the top ten mortgage
lenders in the U.S.

"Competition in the REO industry is fragmented and localized, and
few companies have the size or broad geographic reach of BCMC
REO," said Dennis J. Gilmore, executive vice president and head of
National Default Title Services for The First American
Corporation. "This acquisition brings an existing team of highly
experienced REO specialists to First American, further enabling us
to provide the most comprehensive array of default services
available to mortgage lenders today."

The acquired entity will be organized as a new, wholly owned First
American subsidiary named National Default REO Services, LLC. The
company will conduct business under the name Burrow REO. Scott
Brooks, who has managed the business since its inception, has
joined First American and will serve as chief executive officer of
Burrow REO. Approximately 50 on-staff REO professionals, currently
located in Mission Viejo, Calif., will be retained by First
American and transferred to First American's Santa Ana, Calif.,
headquarters in coming months.

"The continued development of our default operations is vital to
our strategy of being a full-service resource to large lender
customers," said Parker S. Kennedy, president and chief executive
officer of The First American Corporation. "First American is
prepared to meet our customers' needs at any phase of the real
estate cycle, and therefore generate strong revenues in varying
market conditions."

First American has bolstered its default and foreclosure-related
business lines through key acquisitions in 2004, including the
previously announced purchases of default claims management
company Baker, Brinkley & Pierce and default services provider
SNK/LOGS Financial Services.

             About The First American Corporation

The First American Corporation is a Fortune 500 company that
traces its history to 1889. As the nation's largest data provider,
the company supplies businesses and consumers with information
resources in connection with the major economic events of people's
lives, such as getting a job; renting an apartment; buying a car,
house, boat or airplane; securing a mortgage; opening or buying a
business; and planning for retirement. The First American Family
of Companies, many of which command leading market share positions
in their respective industries, operate within six primary
business segments including: Title Insurance and Services,
Specialty Insurance, Mortgage Information, Property Information,
Credit Information and Screening Information. With revenues of
$6.21 billion in 2003, First American has 29,000 employees in
approximately 1,800 offices throughout the United States and
abroad. More information about the company and an archive of its
press releases can be found at http://www.firstam.com/

As previously reported, Standard & Poor's Ratings Services
affirmed its 'BBB' counterparty credit and senior debt ratings and
'BB+' preferred stock ratings on insurance holding company First
American Corp. (NYSE:FAF). Standard & Poor's also revised its
outlook on all the ratings to positive from stable.


FRANCE GROWTH: Declares $8.42 Per Share Liquidating Distribution
----------------------------------------------------------------
The France Growth Fund, Inc. (NYSE: FRF) announced that the Fund
has completed the liquidation of its assets, including its
portfolio securities, pursuant to the Plan of Liquidation,
Dissolution and Termination approved by the Fund's stockholders,
as previously announced, on May 27, 2004.

The Fund also announced that the Executive Committee of its Board
of Directors, acting pursuant to authority duly delegated by the
Board, has authorized a liquidating distribution on the Fund's
Common Stock in the amount of $8.42 per share, representing the
Fund's net asset value per share at the close of business on June
21, 2004, payable on Monday, June 28, 2004, to stockholders of
record as of the close of business on Wednesday, June 23, 2004.

Stockholders holding their Fund shares in book-entry form will
receive their liquidating distributions without further action on
their part. As previously announced, stockholders holding
certificates representing their shares will receive their
liquidating distributions upon submission of their share
certificates to the Fund's transfer agent. Appropriate
instructions in this regard have been mailed to all Certificated
Stockholders.

                      About the Fund

The France Growth Fund, Inc., is an internally managed closed-end,
diversified management investment company that was organized in
1990 to seek long-term capital appreciation through investment
primarily in French equity securities. The Fund maintains a
website at http://www.francegrowthfund.com/


FRONTIER PACIFIC: TSX Halts Trading at Company's Request
--------------------------------------------------------
Effective at 12:51 p.m. PST, June 22, 2004, trading in the shares
of Frontier Pacific Mining Corporation was halted at the request
of the Company, pending an announcement. This regulatory halt is
imposed by Market Regulation Services, the Market Regulator of the
Exchange pursuant to the provisions of Section 10.9(1) of the
Universal Market Integrity Rules.

Frontier Pacific Mining Corporation -- whose March 31, 2004
balance sheet shows a total shareholders' deficit of C$39,980 --
is a Vancouver, B.C. based company focused on the acquisition and
development of high-value gold projects. The Company is led by
Peter Tegart who, together with Mohan Vulimiri,  Stewart Blusson,
and Victor Bradley have extensive proven experience in finding,
developing, and operating mining projects around the world. The
Company's shares trade on the TSX Venture Exchange (TSX.V-FRP).


GLOBAL CROSSING: AGX Professionals To Get Final Fees
----------------------------------------------------
At G.E.M. Auction Corp.'s request, Judge Bernstein directs Robert
L. Geltzer, AGX's Chapter 7 Trustee, to pay $31,761.89 to G.E.M.
for its labor and expenses incurred as custodian.

G.E.M.'s final fee is broken down as:

   Expenses                                        Amount
   --------                                        ------
   06/23/2003  Change Locks to AGX's premises     $100.00
   07/02/2003  UPS keys to Venezia Security         29.44
   06/23/2003  Airfare                           4,586.00
   06/23/2003  Hotel                               382.00
   06/23/2004  Auto Rental                          93.16
   06/23/2004  Airport Parking                      40.00
   06/23/2004  Meals                               101.50
   07/23/2003  Supplies Ordered                    513.80
   08/09-08/13 Airline Tickets                   1,508.00
   08/09-08/13 Hotel Rooms                       2,121.00
   08/09-08/13 5 Days Per Diem                     800.00
   08/09-08/13 5 days Labor                      1,600.00
   06/18-08/27 Labor Charges                    14,000.00
   08/09-08/13 Auto Rental                         446.21
   08/09-08/13 JFK Parking                          45.00
   08/13/2003  Gas Auto Rental                      10.09
   08/04-08/05 UPS Charges                          35.69
   08/14/2003  Transport Charges                 2,150.00

Five professionals filed final fee applications with the Court
for allowance of final compensation and reimbursement of expenses
for services rendered and expenses incurred during the period
commencing November 17, 2002 through June 11, 2003:

   * Kasowitz, Benson, Torres & Friedman, LLP -- counsel to the
     AGX Debtors;

   * Bingham McCutchen, LLP -- counsel to the Official Committee
     of AGX Unsecured Creditors;

   * Friedman Kaplan Seiler & Adelman, LLP -- special corporate
     counsel to the AGX Debtors;

   * Milligan-Whyte & Smith -- special Bermuda counsel to the AGX
     Debtors; and

   * PricewaterhouseCoopers, LLP -- accountants to the AGX
     Debtors.

Accordingly, the Court directs the AGX Trustee to pay these
professionals their final allowed compensation:

  Applicant              Amount    Calculation
  ---------              ------    -----------
  Kasowitz Benson   $844,913.25    amount represents final
                                   allowed compensation for
                                   Final Period of $2,115,324
                                   and final allowed expenses of
                                   $174,556.51, less the
                                   $996,486.80 compensation and
                                   $59,230.07 of expenses
                                   previously paid, and less the
                                   $389,250.39 remaining
                                   retainer held

  Bingham           $480,158.88    amount represents $779,192
                                   final allowed compensation for
                                   the Final Period and
                                   $43,005.11 of final allowed
                                   expenses, and $31,155.50 final
                                   allowed compensation and
                                   $1,474.44 of final allowed
                                   expenses for the Gap Period,
                                   less $336,114.53 compensation
                                   and expenses previously paid,
                                   and less the $38,553.64
                                   remaining retainer held

  Friedman Kaplan    $48,248.20    amount represents $221,981
                                   final allowed compensation for
                                   the Final Period and $2,447.96
                                   final allowed expenses, less
                                   $173,722.80 compensation
                                   previously paid and $2,447.96
                                   of expenses previously paid

  Milligan-Whyte    $132,263.79    amount represents $334,418.08
                                   final allowed compensation for
                                   the Final Period and $5,054.42
                                   final allowed expenses, less
                                   $177,388.90 compensation and
                                   $4,112.99 expenses previously
                                   paid, and less the $25,706.82
                                   remaining retainer held

  PwC               $323,394.45    amount represents $1,061,976
                                   final allowed compensation for
                                   the Final Period and
                                   $75,453.21 final allowed
                                   expenses, less $738,716.43
                                   compensation and $75,318.33
                                   expenses previously paid

At Houlihan Lokey Howard & Zukin Capital's request, the Court
approves and directs payment of:

   * $32,953 as reimbursement of expenses incurred;

   * $936,666 as compensation for services rendered in connection
     with its representation as the AGX Creditors Committee's
     financial advisor; and

   * $715,151 as the estimated Transaction Fee amount -- on an
     interim basis.

In a Court-approved stipulation, the AGX Trustee and the AGX
Debtors' special counsel -- Gibson, Dunn & Crutcher, LLP -- agree
that:

   (1) The AGX Trustee will pay Gibson $100,000 for fees and
       expenses incurred;

   (2) Gibson may retain and apply $128,355 of the $409,170
       retainer against the remaining balance of the fees and
       expenses incurred and against the Holdback;

   (3) Gibson may retain and apply the balance of the retainer
       amounting to $280,815 against the unpaid balance; and

   (3) Gibson will waive any further claim against the AGX
       Debtors' estates of any nature, including its general
       unsecured claim for the remainder of the unpaid balance.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GMAC COMMERCIAL: Fitch Downgrades 1997-C1 Class J Rating to D
-------------------------------------------------------------
Fitch Ratings downgrades GMAC Commercial Mortgage Securities,
Inc.'s mortgage pass-through certificates, series 1997-C1, as
follows:

     --$15.9 million class J certificates to 'D' from 'CCC'.

The downgrade is the result of realized losses in the amount of
$5.4 million that were applied to classes J and K since the
transaction was last reviewed in February 2004. Class K has been
reduced to zero, while class J has been reduced by $1 million. The
cumulative amount of realized losses to date is $35 million.

The losses were due to the disposition of two loans, Knights Inn-
Seymour and Builder's Square-Miami, which had outstanding loan
balances of $2.2 million and $4.7 million, respectively. The
Knights Inn loan was collateralized by a 117-unit hotel property
in Seymour, IN. The property was sold in February 2004 for $1
million, producing a $1.9 million loss to the trust. The Builder's
Square loan was secured by a 107,388 square feet retail property
in Miami, FL. The property was sold in April 2004 for $3 million,
resulting in a $3.5 million loss to the trust.


GOLDSTAKE EXPLORATIONS: Market Regulations Services Resumes Trade
-----------------------------------------------------------------
Market Regulations Servises issues an order to resume trade of
Goldstake Explorations Inc. (TSX:GXP) shares as of 11:00 a.m. at
June 22, 2004

Goldstake Explorations Inc. A Canadian mining exploration,
development and production company with a diversified portfolio of
precious metals properties in Canada, United States and Australia.
The Company's strategy is to discover and develop economic
deposits on its existing properties, while generating internal
cash flow from current mining operations to help finance
exploration and development. Worldwide, Goldstake Explorations
Inc. has a number of actionable mining properties. The most famous
of these properties is Hill End, Australia where the largest gold
nugget in history, weighing 639 lbs, was mined in 1872.

At March 31, 2004, Goldstake Explorations Inc.'s balance sheet
shows a total shareholders' deficit of C$3,142,496 compared to a
deficit of C$3,183,651 at December 31, 2003.


HOLLINGER INT'L: Selling Telegraph Group to Press Acquisitions
--------------------------------------------------------------
Hollinger International Inc.(NYSE: HLR) announced that Press
Acquisitions Limited has agreed to acquire Telegraph Group Limited
for a purchase price of 729.5 million pounds in cash (or
approximately $1,327.4 million at an exchange rate of $1.8196 to 1
pound).  The purchase price includes cash on the balance sheet
of Telegraph Group of approximately 64.5 million pounds (or
approximately $117.3 million). Accordingly, the transaction is
expected to result in a cash-free/debt-free price of approximately
665.0 million pounds (or approximately $1,210.0 million). The sale
agreement resulted from the Company's previously announced ongoing
Strategic Process.

The transaction is scheduled to close on July 30, 2004. Following
the closing there may be a purchase price adjustment depending on
certain working capital levels, but the Company does not expect
any adjustment to be material. The purchase price will be paid
primarily in British pounds sterling with a small portion being
settled in U.S. dollars.

Gordon Paris, interim Chairman and CEO of Hollinger International,
stated, "We are extremely pleased with this significant
transaction resulting from our ongoing Strategic Process. We
believe that the sale of the Telegraph Group at this time presents
the best opportunity for us to maximize value for our
shareholders.  I would like to thank the Telegraph Group's
employees for their efforts during this process, as the agreement
we have reached reflects all of their hard work. The Daily
Telegraph, The Sunday Telegraph and The Spectator will be in good
hands, with people who understand the business and will further
enhance these great properties."

"At the same time, we are proud of the continued commitment
demonstrated by all of the employees at The Chicago Sun-Times, The
Jerusalem Post and Report and our other newspapers across North
America. During this process, our teams at all our publications
have successfully remained focused on providing the high quality
reporting that our readers expect," concluded Mr. Paris.

Aidan Barclay, Chairman of Press Acquisitions Limited, said, "We
are delighted to have reached agreement for the purchase of the
Telegraph Group, which comprises some of the great titles in
newspaper publishing, and to have ended the uncertainty
surrounding their future.  We are looking forward to working with
the management in running the business."

Jeremy Deedes, Deputy Chairman and Chief Executive Officer of
Telegraph Group Limited, said, "This is the first day of a new
life for the staff of the Telegraph Group, who have endured months
of uncertainty with great resolve. I would like to congratulate
Press Acquisitions Limited on their successful bid. It has been a
long, hard process for them too. But I am confident that we have
ended up not just in safe hands, but with new owners who have a
great track record for nurturing, developing and investing in
their acquisitions."

The transaction involves the sale of stock in Telegraph Group
Limited by subsidiaries of Hollinger International and is subject
to satisfaction of certain customary conditions. The after-tax
proceeds of the transaction, based on the 729.5 million pounds
purchase price, is expected to be approximately 625.3 million
pounds (or approximately $1,137.7 million).  Hollinger
International noted that a portion of proceeds are expected to be
applied to the repayment of outstanding indebtedness of its
subsidiaries' bank credit agreement and to the 9% Senior Notes due
2010 of its subsidiary, Hollinger International Publishing Inc.

To that end, Hollinger International said that it intends to
commence shortly a tender offer by Publishing for all of the
outstanding Senior Notes, and that it will separately announce the
details of this offer in the near future.  There is currently
$300,000,000 in principal amount of Senior Notes outstanding and
approximately $210,000,000 outstanding under the bank credit
agreement.

The Company said that its Board of Directors is considering
several options for the use of the remaining proceeds including a
special dividend to shareholders, a self-tender for common stock,
or other corporate purposes. It expects to announce its decision
in this matter as soon as practicable.

Hollinger International's financial adviser in the Strategic
Process is Lazard and its legal counsel are Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Herbert Smith, as well as Delaware
counsel Young Conaway Stargatt & Taylor, LLP. Press Acquisitions
Limited's financial advisor in relation the transaction is UBS and
its legal counsel is Lovells.

Press Acquisitions is owned by Hollyrood Holdings Limited which is
controlled by Sir David and Sir Frederick Barclay.  Hollyrood
Holdings owns a group of newspapers in the UK including The
Scotsman, Scotland on Sunday and The Business.

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

                         *     *     *

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

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


HOLLINGER INTL: Hollinger Inc. Comments on Potential UK Asset Sale
------------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C) (TSX:HLG.PR.B) provided the following
statement regarding the potential sale of Hollinger
International's U.K. assets.

"We are pleased at this confirmation of the hundreds of millions
of dollars that our management added to the value of the Telegraph
titles. However, in January, when Hollinger International rebuffed
Sir Frederick Barclay's interest in buying all of the stock of the
company at US$18 a share, Hollinger International and its
financial advisers assumed an obligation to deliver greater value
to shareholders. Their faltering strategic process has failed to
do so. Allowing for currency fluctuations, this is essentially the
same valuation that the Barclays put on these assets back in
January.

"We always have held the Barclays in the highest regard both as
businessmen and newspaper proprietors, even when they were
unfairly attacked earlier this year by Hollinger International.
However, a sale of the Telegraph and Hollinger International's
other U.K. businesses involves the bulk of the company's assets
and therefore clearly requires approval of the company's
shareholders. So that we can determine whether or not to support
such a sale, Hollinger International must provide its shareholders
with sufficient information to evaluate properly this transaction
in light of alternative opportunities available to the company.
This information must include the tax treatment of the proposed
transaction, plans for distributing the proceeds to shareholders,
and the feasibility of operating the remaining assets as a
successful ongoing concern. These issues are critical to
determining whether or not this transaction represents the best
value for shareholders."

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


HOLLINGER INT'L: Provides Update on Delayed Financial Statements
----------------------------------------------------------------
Hollinger International Inc. is providing this update in
accordance with Ontario Securities Commission Policy 57-603
Defaults by Reporting Issuers in Complying with Financial
Statement Filing Requirements. Certain management and other
insiders of the Company are currently subject to a cease trade
order in respect of securities of the Company issued by the OSC on
June 1, 2004. The cease trade order results from the delay in
filing the Company's annual financial statements for the year
ended December 31, 2003, its interim financial statements for the
three months ended March 31, 2004 and its Annual Information Form
by the required filing dates. The cease trade order will remain in
place until two business days following receipt by the OSC of all
filings that the Company is required to make pursuant to Ontario
securities laws.

The Company believes that it needs to review the final report of
the Special Committee established by the Company before it can
complete and file the financial statements and the AIF in
question. The work of the Special Committee is ongoing and its
final report has not yet been issued. The Company will continue to
provide bi-weekly updates, as contemplated by the OSC Policy,
until the financial statements and AIF have been filed.

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

                         *     *     *

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

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


HAYES LEMMERZ: Appoints Mohsen Sohi To Board Of Directors
---------------------------------------------------------
Hayes Lemmerz International, Inc. (NASDAQ: HAYZ) announced that it
has named Mohsen Sohi to its Board of Directors.  Mr. Sohi is the
President and CEO of Freudenberg-NOK.  Prior to joining
Freudenberg, Mr. Sohi was employed by NCR Corporation from 2001
until 2003.  Mr. Sohi's last position with NCR was as the Senior
Vice President, Retail Solutions Division.  Before serving NCR in
this position, Mr. Sohi spent more than 14 years at AlliedSignal,
Inc., and its post-merger successor, Honeywell International, Inc.  
From July 2000 to January 2001, he served as President, Honeywell
Electronic Materials.  From August 1999 to July 2000, Mr. Sohi
was President, Bendix Commercial Vehicle Systems, at AlliedSignal.  
Prior to that, from 1997 to August 1999, he was Vice President and
General Manager, Turbocharging Systems, and from 1995 to 1997, he
was Director of Product Development and Technical Excellence, at
AlliedSignal.

Mr. Sohi received his Bachelor of Science degree in Mechanical and
Aerospace Engineering from the University of Missouri, a Doctor's
of Science degree in Mechanical Engineering from Washington
University and a Master's in Business Administration from the
University of Pennsylvania's Wharton School of Business.

There are eight directors currently on Hayes Lemmerz' Board of
Directors.  In making the announcement, Hayes Lemmerz' President,
CEO and Chairman of the Board Curtis Clawson said, "Mohsen's
extensive industry experience, proven leadership skills and strong
technology background will be an important complement to our
Board." (Hayes Lemmerz Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INDYMAC: Fitch Takes Various Rating Actions on Home Equity Issues
-----------------------------------------------------------------
Fitch has taken rating actions on the following IndyMac ABS, Inc.,
home equity issues as follows:

      Series SPMD 2000-A group 2:

               --Class AV-1 affirmed at 'AAA';
               --Class MV-1 affirmed at 'AA';
               --Class MV-2 affirmed at 'A';
               --Class BV affirmed at 'BBB' and removed from
                 Rating Watch Negative.

      Series SPMD 2000-C group 1:

               --Class AF-5, AF-6, R affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 downgraded to 'BB' from 'BBB';
               --Class BF downgraded to 'C' from 'CCC'.

      Series SPMD 2001-B:

               --Class AV, AF-6, R affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 affirmed at 'A';
               --Class BF downgraded to 'BB' from 'BBB', and
                 removed from Rating Watch Negative.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.

The negative rating action on series 2000-C group 1 class MF-2 and
series 2001-B class BF is the result of adverse collateral
performance and the deterioration of asset quality outside of
Fitch's original expectations.

Indymac SPMD 2000-C group 1 contained 12.65% of manufactured
housing collateral at closing, and as of April 2004, the
percentage of MH increased to 33.6%. To date, MH loans have
exhibited very high historical loss severities, causing Fitch to
have concerns over the available enhancement in this deal.

This deal was structured with mortgage insurance policies provided
by both the lender and the borrower on approximately 91.4% of the
mortgage pool.

Series 2000-C group 1 has had no overcollateralization amount
since the May 2003 distribution, and class BF has taken further
write-downs, with an ending balance of $2,395,665.85 as of the May
2004 distribution. The twelve-month average monthly loss for this
deal is approximately $245,000. Series 2001-B has $1,301,270.46 OC
outstanding as of the May 2004 distribution. The twelve-month
average monthly loss for this deal is approximately $223,600.

The structure in the 2000-C transaction is not cross-
collateralized so excess spread cannot be shared by the groups.

Both 2000-C and 2001-B transactions are also structured such that
bonds that were written down due to losses can be written back up.


KILBY BROTHERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kilby Brothers, Inc.
        9 Norman Drive
        Albany, New York 12205

Bankruptcy Case No.: 04-14062

Type of Business: The Debtor operates an excavating, grading,
                  earthmoving and landfill business.

Chapter 11 Petition Date: June 21, 2004

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Howard M. Daffner, Esq.
                  Segel, Goldman, Mazzotta & Siegel, P.C.
                  9 Washington Square
                  Albany, NY 12205
                  Tel: 518-452-0941

Total Assets: $283,944

Total Debts:  $2,101,597

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Callanan Industries, Inc.                  $128,346

Mary K. Hodgkins                           $125,382

AFSCO Fence Supply Co., Inc.                $85,553

Robert C. Hodgkins                          $78,400

CTC Drilling & Blasting, Inc.               $70,218

Cynel Associates                            $67,967

Bruce A. Hodgkins                           $67,922

Mark N. Hodgkins                            $67,922

Antana Linings, Inc.                        $67,684

GMR Associates, Inc.                        $66,289

Hanson Aggregates of NY, Inc.               $51,968

Siewert Equipment Co., Inc.                 $46,175

Southworth-Milton, Inc.                     $37,447

Armstrong Trucking                          $37,358

AbeleTractor & Equipment                    $33,602

Clover-Leaf Nurseries, Inc.                 $33,280

Robert H. Finke & Sons, Inc.                $31,443

Pallette Stone Corporation                  $26,098

Teal, Becker & Chiaramonte                  $25,700

Stilsing Electric, Inc.                     $22,193


KINETIC CONCEPTS: Completes Follow-on Public Offering
-----------------------------------------------------
Kinetic Concepts, Inc. (NYSE:KCI) announced that it has completed
the public offering of 16,100,000 shares of common stock. All of
the 16,100,000 shares, including 2,100,000 shares sold pursuant to
the exercise by the underwriters of their over-allotment option,
were sold by the selling shareholders named in the prospectus.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities Inc. acted as joint book-running managers, Goldman,
Sachs & Co. acted as lead manager and Citigroup Global Markets
Inc., Piper Jaffray & Co. and SG Cowen & Co., LLC acted as co-
managers.

A registration statement relating to these securities was filed
with the Securities and Exchange Commission and declared effective
on June 16, 2004. The offering of these securities was made only
by means of a prospectus, which may be obtained by writing or
calling the prospectus departments of either Merrill Lynch, at 4
World Financial Center, New York, NY 10080, (212) 449-1000, or
JPMorgan, at One Chase Manhattan Plaza, Floor 5B, New York, NY
10081, (212) 552-5164.

                     About the Company

Kinetic Concepts, Inc. is a global medical technology company with
leadership positions in advanced wound care and therapeutic
surfaces. The Company designs, manufactures, markets and services
a wide range of proprietary products which can significantly
improve clinical outcomes while reducing the overall cost of
patient care by accelerating the healing process or preventing
complications. Its advanced wound care systems incorporate its
proprietary V.A.C. technology, which has been clinically
demonstrated to promote wound healing and reduce the cost of
treating patients with serious wounds. The Company's therapeutic
surfaces, including specialty hospital beds, mattress replacement
systems and overlays, are designed to address complications
associated with immobility and obesity, such as pressure sores and
pneumonia. From 2000 to 2003, Kinetic Concepts, Inc. increased
revenue at a compound annual growth rate of 29.5%.

At March 31, 2004, Kinetic Concepts, Inc.'s balance sheet shows a
stockholders' deficit of $141,026,000 compared to a deficit of
$507,254,000 at December 31, 2003.


KITCHEN ETC: Has Until July 23 to File Bankruptcy Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, gave
Kitchen Etc., Inc., more time to file its schedules of assets and
liabilities, statement of financial affairs and lists of executory
contracts and unexpired leases required under 11 U.S.C. Sec.
521(1).  The Debtor has until July 23, 2004 to file its Schedules
of Assets and Liabilities and Statement of Financial Affairs.

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- is a leading multi-channel retailer  
of household cooking and dining products. The Company filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701).  Bradford J. Sandler, Esq., at Adelman Lavine Gold and
Levin, PC represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $32,276,000 in total assets and $33,268,000 in total debts.


LAM RESEARCH: S&P Affirms BB- Rating & Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Fremont,
Calif.-based LAM Research Corp. to stable from negative. Ratings,
including the 'BB-' corporate credit rating, were affirmed. The
outlook change reflects recently improving operating performance,
a function of cyclically recovering markets and stepped-up
semiconductor capital investment. LAM's financial profile has also
improved with the calling of the company's subordinated
convertible bond for cash on June 7, eliminating its sole
remaining piece of outstanding funded debt.

LAM Research has a leading share of a niche segment of the
semiconductor capital equipment market. The company's tools
deposit, etch, and polish microscopically thin layers on the
surface of silicon wafers. Competitors include the diversified
Applied Materials Inc. and Tokyo Electron Limited.

"The ratings reflect LAM's narrow business focus and limited
profitability base within the highly volatile semiconductor
capital equipment market, as well as the company's leveraged
financial profile," said Standard & Poor's credit analyst Joshua
Davis. "These factors are offset, in part, by LAM's leadership
market position in its niche segment, combined with adequate
financial flexibility deriving from its liquid financial profile."

Etch tools account for approximately 12% of the $21 billion
semiconductor capital equipment market, and LAM has a one-third
share of the market. Factors affecting LAM's operating
profitability include the inherent cyclicality of the capital
equipment market; changes in semiconductor feature sizes, which
require greater etch capability; and operational initiatives at
LAM, including the outsourcing of manufacturing and general
and administrative functions. Currently improving performance
reflects the cyclical recovery in semiconductor industry capital
spending after several years of under-investment. Accelerated
investment in 300mm wafer technologies, along with ongoing line
shrinkage, necessitates tool upgrades as well.

LAM has a history of modest cash flow generation, combined with a
high degree of cyclical fluctuation, resulting in significant
swings in debt protection metrics and free cash generation.
Current operating trends have resulted in an improving financial
profile.


LION PLASTICS: Case Summary & 34 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Lion Plastics North, Inc.
             167 Fornelius Avenue
             P.O. Box 2397
             Clifton, New Jersey 07015

Bankruptcy Case No.: 04-30957

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Lion Plastics, Inc.                        04-30971
      Lion Plastics Holding Corp.                04-30972

Type of Business: The Debtor produces thermoformed plastic
                  packaging.  See http://www.lionplastics.com/

Chapter 11 Petition Date: June 22, 2004

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Gary N. Marks, Esq.
                  Norris, McLaughlin & Marcus
                  721 Route 202-206, P.O. Box 1018
                  Somerville, NJ 08876
                  Tel: 908-722-0700

                               Total Assets     Total Debts
                               ------------     -----------
Lion Plastics North, Inc.        $3,241,663      $4,308,906
Lion Plastics, Inc.                      $0      $3,414,684
Lion Plastics Holding Corp.              $0      $2,360,000

A. Lion Plastics North, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fundex Asset Mgt.                          $725,000
387 Park Ave. South
New York, NY 10016

Rocheux International                      $625,020
3000 Hadley Rd.
South Plainfield, NJ 07080

American Plastic Concepts, Inc.            $542,886
1 Race Track Rd., Ste. 101
Attn: Tony T. Lee
East Brunswick, NJ 08816

Primex Plastics Corp.                      $214,334

Hardinge Inc.                              $123,865

Impulse Packaging                           $89,219

CJ Plastics                                 $84,057

GE Polymer Shapes                           $80,379

Impact Plastics, Inc.                       $76,025

Dor-John, Inc.                              $46,500

Plastic Ingenuity, Inc.                     $46,326

Point International, Inc.                   $39,432

Noel E. Schabilk, P.A.                      $34,221

Bacon & Graham                              $31,174

Norlo Products, Inc.                        $30,026

Decorating Services                         $25,727

Crystalform, Inc.                           $23,412

PMC Film Canada, Inc.                       $22,738

Ehrenkrantz Sterling & Co. LLC              $17,036

CLK Packaging, Inc.                         $15,783

B. Lion Plastics, Inc.'s 11 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Lions Plastics North, Inc.    Intercompany            $1,422,770
167 Fornelius Ave.            obligation
Clifton, NJ 07015

Fundex Asset Mgt.                                       $725,000
387 Park Ave. South
New York, NY 10016

Business Alliance Capital     Term Loan                 $240,000
Corp.

Brisar Industries                                        $26,571

Elbert County Tax                                         $5,783
Commissioner

Leverett & Daughtry, LLC                                  $2,265

BMSI Services Company                                     $2,095

Waste Management of Homer                                   $527

Visy Recycling                                              $300

Stone Mountain Industrial                                Unknown
Park

Credit Clearing House, Inc.                              Unknown

C. Lion Plastics Holding Corp.'s 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Business Alliance Capital Corp.          $1,280,000
214 Carnegie Center
Princeton, NJ 08540

Fundex Asset Mgt.                          $725,000
387 Park Ave. South
New York, NY 10016

Rocheux International                      $625,000
3000 Hadley Rd.
South Plainfield, NJ 07080


MATRIA HEALTHCARE: Agrees to Sell Pharmacy & Supplies Business
--------------------------------------------------------------
Matria Healthcare, Inc. (NASDAQ/NM: MATR) announced the signing of
a definitive agreement to sell its diabetes and respiratory
supplies and medications fulfillment business, operated by the
Company's wholly owned subsidiaries, Diabetes Self Care, Inc., and
Diabetes Management Solutions, Inc. The acquirer of the business
will be a subsidiary of CCS Medical, a portfolio company of KRG
Capital, a Denver-based private equity firm.

The transaction is valued at approximately $130 million. Matria
expects to receive approximately $102 million in cash and will
retain existing accounts receivable and certain other assets. The
Board of Directors of each company has approved the transaction,
which is expected to be completed on or about June 30, 2004.
Closing of the transaction is conditioned on completion of
specified due diligence requirements and other customary
conditions. As part of the transaction, Matria and CCS Medical
will enter into a strategic agreement pursuant to which CCS
Medical will provide diabetes and respiratory supplies to Matria's
disease management customers who view that service as an important
component of disease management.

Parker H. Petit, Chairman and Chief Executive Officer of Matria,
stated, "The sale of our Pharmacy and Supplies business to CCS
Medical will allow Matria to continue to offer our clients the
ancillary services that support our disease management programs.
This transaction reduces our financial leverage and unlocks some
of the significant value that we have built in our subsidiaries.
The transaction increases our financial flexibility and will allow
executive management to focus on strategic health enhancement
opportunities that are developing around disease management, case
management, wellness and lifestyle support, as well as absence
management. These are all components to the total health solution
that employers are seeking to add to their benefit programs to
support the health, well-being and productivity of their
employees."

Petit continued, "We believe that the new Medicare bill offers
opportunities for this business unit through the drug card benefit
for the Medicare population and competitive bidding process.
However, to appropriately capitalize on the opportunities would
require additional capital and management attention, which we feel
would be best utilized in the growth of our disease management
business. We believe these opportunities are best exploited by an
organization that has its total strategic focus in that area of
healthcare services. Therefore, I believe we have chosen an
excellent partner to expand on what we have built with our
Pharmacy and Supplies business. It will be an excellent
transaction for CCS Medical, as well as Matria Healthcare."

The Company will use approximately $60 million of the proceeds
from the transaction to complete the funding of the tender offer
for its 11% Senior Notes. The Company also intends to use a
portion of the proceeds to pay the Quality Oncology earnout of
approximately $20 million.

Stephen M. Mengert, Matria's Chief Financial Officer, added, "This
transaction will significantly deleverage our balance sheet and
improve our cash position. Debt to total shareholders' equity will
drop from 110% at the end of the first quarter to approximately
60% upon the completion of the transaction. The long term debt of
the Company will consist of the $86.2 million 4 7/8% Convertible
Senior Subordinated Notes. We expect to keep our current revolver
in place; however, availability under this facility will be
reduced to approximately $23 million. The Company expects to
realize annual interest cost savings of approximately $9 million.
Assuming the transaction remains on schedule to close on June 30,
we intend to announce an acceleration of the expiration date of
the tender offer for our 11% Senior Notes from July 2, 2004 to
June 30, so that both the Quality Oncology earnout payment and the
tender offer will be completed by June 30."

The Company expects to record an after tax gain that is estimated
to exceed $35 million from the sale plus a one-time loss of
approximately $17 million after tax resulting from the premium and
expenses paid on the 11% Senior Notes in connection with the
tender offer. The Company also reported that its tax loss carry-
forward will enable the Company to retain substantially all of the
cash proceeds from the transaction. The Company's net operating
loss tax carry forward post transaction will be approximately $10
million.

As a result of the retirement of its 11% Senior Notes and the
divestiture, the Company expects 2004 earnings per share from
continuing operations to remain unchanged from its earlier
guidance. The Company plans to discuss third quarter and full year
2004 guidance in the second quarter of 2004 earnings release and
conference call. The Company also reaffirmed its previous guidance
for the second quarter of 2004.

Founded in 1994, CCS Medical has become a leading direct-to-
consumer provider of medical supplies to patients suffering from
chronic conditions such as Diabetes and COPD. Dedication to
providing patients the best medical supplies available and
unmatched customer service have earned CCS Medical a reputation of
quality with healthcare professionals and patients. CCS Medical
has developed strong relationships and select co-marketing
agreements with many of the world's leading medical products
manufacturers. For more information on CCS Medical, please visit
http://www.ccsmed.com/

Matria Healthcare is a leading provider of comprehensive disease
management programs to health plans and employers. Matria manages
the following major chronic diseases and episodic conditions -
diabetes, cardiovascular diseases, respiratory diseases, high-risk
obstetrics, cancer, chronic pain and depression. Headquartered in
Marietta, Georgia, Matria has more than 40 offices in the United
States and internationally. More information about Matria can be
found on line at http://www.matria.com/

                         *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating on disease-state management and
fulfillment services provider Matria Healthcare Inc. Standard &
Poor's also assigned its 'B-'subordinated debt rating to the
company's proposed $75 million of 4.875% convertible senior
subordinated notes due in 2024.

At the same time, Standard & Poor's withdrew its 'BB-' senior
secured bank loan rating on Matria's $35 million revolving credit
facility and withdrew its 'B+' senior unsecured rating on the
company's $122 million of senior notes. The outlook is stable.

"While Standard & Poor's believes that the total transaction will
slightly increase the company's total debt, it should lower
Matria's overall cost of capital and improve its cash flow.
Therefore, we view this transaction as neutral for the company's
credit quality," said Standard & Poor's credit analyst Jesse
Juliano.


MEDCATH HOLDINGS: S&P Assigns B+ Rating to Corporate & Bank Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to MedCath Holdings Corp. At the same time, Standard
& Poor's assigned its 'B+' bank loan rating and its recovery
rating of '3' to the company's proposed $200 million senior
secured credit facility due in five to seven years, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
$150 million senior unsecured notes due in 2014. The 'B+' senior
secured bank loan is rated the same as the corporate credit
rating; this and the '3' recovery rating indicate that the lenders
can expect meaningful (50%-80%) but not full recovery of principal
in the event of default. The outlook is negative.

The company will use the proceeds from the senior unsecured notes
and secured term loan to refinance existing debt. Pro forma debt
outstanding will be about $360 million.

"The low speculative-grade ratings for this operator of specialty
cardiovascular care hospitals reflect MedCath's narrow focus in a
rapidly growing but competitive business," said Standard & Poor's
credit analyst David Peknay. The company also faces reimbursement
risk, as it relies heavily on Medicare as a key revenue source.
The ratings further reflect the risk associated with possible
payment changes for the company's undiversified array of services
and its relatively high debt levels. Also considered in the
ratings is the risk that regulatory changes relating to
MedCath's physician investment partners may harm the company's
business model.

These concerns are only partially offset by the company's
relatively large presence in its industry, which is expected to
expand rapidly as favorable demographic trends support future
demand for its services.

MedCath Holdings is a key provider focused primarily on the
diagnosis and treatment of cardiovascular disease. Because the
population is aging, and because cardiovascular disease is the
leading cause of death in the U.S., the company should see
increased demand for its services in the future. MedCath owns and
operates 13 hospitals and has majority ownership stakes
in a number of diagnostic and therapeutic facilities.

The hospitals and diagnostic facilities are structured as
partnerships with physician investors. MedCath owns a majority
interest in 12 of the 13 hospitals and in most of the diagnostic
facilities. However, the company's business model faces a
regulatory challenge: The recent Medicare Prescription Drug
Improvement and Modernization Act of 2003 imposes an 18-month
moratorium on the development of new physician-owned specialty
hospitals, and prohibits an existing specialty hospital from
increasing its number of physician investors. The law also limits
an increase in the size of an existing facility to under 50% of
the total number of beds in the hospital as of Nov. 18, 2003. With
these limitations on growth via development, which is the
company's strategic preference, MedCath is not likely to greatly
expand its hospital portfolio.


MEDCOMSOFT INC: Ray Harris Joins Board of Directors
---------------------------------------------------
Dr. Sami Aita, Chairman and CEO of MedcomSoft Inc. (TSX - MSF)
announced the election of Mr. Ray G. Harris, FCA to the Company's
Board of Directors subject to TSX approval.

Mr. Harris is a member and a fellow of the institutes of chartered
accountants of Ontario, Alberta and Saskatchewan. He commenced his
career in public accounting in Alberta with a predecessor firm of
Deloitte & Touche LLP. He served the firm as a client service
partner in its Calgary, Edmonton and Toronto offices, progressed
into senior management positions in the National Office in Toronto
and finally served as the firm's Chairman.

He has been active in the affairs of chartered accountancy
profession throughout his career including serving as the
president of each of the Institute of Chartered Accountants of
Alberta and the Canadian Institute of Chartered Accountants and as
a member of the council of International Federation of
Accountants. He has also served on the boards of charitable,
educational and athletic organizations.

Subsequent to his retirement from Deloitte & Touche in 1992 he has
served as an accounting and auditing standards consultant in
China, Indonesia, Kazakhstan, Kyrgyzstan and Palestine. He is
presently a member of the boards of directors of three other
public companies, Bank of China and Collingwood General & Marine
Hospital.

Mr. Harris will serve as the Chair of the Audit Committee and
Corporate Governance Committee and will replace Heather Gordon who
will continue to serve on the Audit Committee and the Board of
Directors of the Company until the release of the fiscal 2004
financial results expected prior to September 30, 2004.

"We are pleased to have Mr. Harris join our Board as he brings
with him an exceptional breadth of experience and international
exposure that will be a real asset to MedcomSoft in its next
growth period", said Dr. Aita.

MedcomSoft Inc. designs, develops and markets cutting-edge
software solutions to the healthcare industry. MedcomSoft has
pioneered the use of codified point of care medical terminologies
and intelligent pen-based data capture systems to create a new
generation of electronic medical records. As a result of
MedcomSoft innovations, physicians and managed care organizations
can now securely build and exchange complete, structured and
homogeneous electronic patient records. MedcomSoft applications
are written with the latest Microsoft tools to run on the Windows
platform, operate with MS SQL Server 2000(TM), support MS Terminal
Server and fully integrate with MS Office 2003, Exchange and
Outlook(R). MedcomSoft applications are fully compatible with
Tablet PCs and wireless technology.

At March 31, 2004, MedcomSoft Inc.'s balance sheet shows a total
shareholders' deficit of C$923,183 compared to a deficit of
C$2,129,615 at June 30, 2003.


MERRILL LYNCH: Fitch Rates 2004-C Class B-4 & B-5 Notes at BB+/BB-
------------------------------------------------------------------
Fitch Ratings rates Merrill Lynch Mortgage Investors, Inc.'s  
$896.9 million mortgage pass-through certificates, series MLCC
2004-C, as follows.

     --$872.6 million class A-1, A-2, A-2A, A-2B, A-3, X-A,
       privately offered X-B, and A-R senior certificates 'AAA';

     --$9.0 million class B-1 certificates 'AA';

     --$7.2 million class B-2 certificates 'A+';

     --$4.1 million class B-3 certificates 'BBB+';

     --$2.3 million privately offered class B-4 certificates
       'BB+';

     --$1.8 million privately offered class B-5 certificates 'BB-'

The 'AAA' rating on the senior certificates reflects the 3.05%
subordination provided by the 1% class B-1, 0.80% class B-2, 0.45%
class B-3, 0.25% privately offered class B-4, 0.20% privately
offered class B-5, and 0.35% privately offered class B-6 (not
rated by Fitch) certificates. Classes B-1, B-2, B-3, B-4, and B-5
are rated 'AA', 'A+', 'BBB+', 'BB+', and 'BB-' based on their
respective subordination.

Fitch believes the above credit enhancement will be adequate to
cover credit losses. In addition, the ratings also reflect the
quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the primary servicing
capabilities of Cendant Mortgage Corporation (rated 'RPS1' by
Fitch).

Generally, with certain limited exceptions, distributions to the
class A-1, A-R, and X-A certificates will be solely derived from
collections on the pool 1 mortgage loans, distributions to the
class A-2, A-2A, A-2B, and X-A certificates will be solely derived
from collections on the pool 2 mortgage loans, and distributions
to the class A-3 certificates will be solely derived from
collections on the pool 3 mortgage loans. Aggregate collections
from all three pools of mortgage loans will be available to make
distributions on the class X-B and B certificates. When a pool
experiences either rapid prepayments or disproportionately high
realized losses, principal, and interest collections from one pool
may be applied to pay principal or interest, or both, to the
senior certificates to the other pools.

The trust consists of 2,310 conventional, fully amortizing,
primarily 25-year adjustable-rate mortgage loans secured by first
liens on one-to-four family residential properties with an
aggregate principal balance of $900,006,454 as of the cut-off
date. Each of the mortgage loans are indexed off the one-month
LIBOR or six-month LIBOR, and all of the loans pay interest only
for a period of ten years following the origination of the
mortgage loan. The average unpaid principal balance as of the cut-
off-date is $389,613. The weighted average original loan-to-value
ratio is 71.69%. The weighted average effective LTV is 66.33%. The
weighted average FICO is 733. Cash-out refinance loans represent
32.28% of the loan pool. The three states that represent the
largest portion of the mortgage loans are California (18.91%),
Florida (12.94%), and New Jersey (6.01%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
Cendant Mortgage Corporation or acquired by MLCC in the course of
its correspondent lending activities and underwritten in
accordance with MLCC underwriting guidelines. Any mortgage loan
with an OLTV in excess of 80% is required to have a primary
mortgage insurance policy. Additional collateral loans included in
the trust are secured by a security interest in the borrower's
assets, which does not exceed 30% of the loan amount. Ambac
Assurance Corporation provides a limited-purpose surety bond that
covers any losses in proceeds realized from the liquidation of the
additional collateral.

MLMI, the depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate holders. For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits.
Wells Fargo Bank Minnesota, National Association will act as
trustee.


METALLURG INC: S&P Raises Corporate Credit Rating to CC from D
--------------------------------------------------------------
Standard & Poor's Rating Services it revised its corporate credit
rating on New York, New York-based Metallurg Inc. and its parent
Metallurg Holdings Inc. to 'CC' from 'D'.

At the same time, Standard & Poor's revised its ratings on
Metallurg's 11% senior notes due 2007 to 'CC' from 'D' and
Metallurg Holdings' 12.75% senior discount notes due 2008 to 'C'
from 'D'. The outlook is negative.

"These actions follow the company's recent announcement that it
made its $5.5 million interest payment due June 1, 2004, on the
11% senior notes during the 30-day grace period provided under the
bond indenture," said Standard & Poor's credit analyst Dominick
D'Ascoli.

Ratings on Metallurg Inc. reflect its constrained liquidity and
Standard & Poor's concerns about the company's ability to meet its
near-term financial obligations. Ratings will be lowered to 'D' if
it fails to meet upcoming interest payments, or if the company
exchanges its debt with below-par values or seeks bankruptcy
protection from its lenders. Of immediate concern is a July 15,
2004, interest payment to third-party holders of parent company
Metallurg Holdings' 12.75% senior discount notes due 2008.
Covenants under the senior notes may prevent Metallurg from
paying dividends to Metallurg Holdings, which needs the cash to
make the $1.5 million interest payment.

Although market conditions are improving, the company's
performance remains poor, and its liquidity remains tight.
Metallurg has retained financial advisers to help restructure its
balance sheet and stated that the restructuring and refinancing of
the revolving credit facility are essential to the long-term
viability of the company.

Standard & Poor's is concerned that the company may seek to
restructure and reduce its debt levels in a manner detrimental to
lenders, or seek bankruptcy protection, as it may consider itself
to be unable to meet its near-term debt service requirements.
Standard & Poor's would consider the completion of any exchange of
its debt where lenders receive less than par value to be
tantamount to a default.

Metallurg is a global producer and marketer of metal alloys used
by manufacturers of steel, aluminum, and superalloys. The
company's financial profile has been significantly impacted by
poor conditions in the global steel and aluminum industries during
2003, as well as significantly reduced demand from major customers
in the aerospace sector.


METROMEDIA INT'L: Files 1st Quarter 2004 Form 10-Q & Cures Default
------------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia and the Republic of Georgia, announced that it filed
with the Securities and Exchange Commission its 2004 First Quarter
Form 10-Q. Simultaneously with the filing of the Current Quarterly
Report with the SEC, the Company delivered a copy thereof to the
Trustee of its 10 1/2 % Senior Discount Notes due 2007 and thereby
cured a default condition within the specified cure period
provided for under the Indenture governing the Senior Notes. As
previously reported, the Trustee had advised the Company on
May 18, 2004 that it must provide the Trustee with its Current
Quarterly Report by July 16, 2004 or the Trustee would be forced
to declare an Event of Default under the Indenture. Accordingly,
the Company is currently in compliance with its SEC reporting
requirements and the OTCBB trading eligibility requirements.

With respect to the resumption of quotation of the Company's
equity securities on the OTCBB trading system, Ernie Pyle,
Executive Vice President and Chief Financial Officer of the
Company commented: "Since the Company is currently in compliance
with both its SEC filing requirements and the OTCBB trading
eligibility requirements, the resumption of quotation of the
Company's equity securities is dependent upon a OTCBB market maker
filing a petition with the OTCBB (Form 211) and the OTCBB then
determining that the Company's equity securities can be quoted on
the OTCBB trading system."

             About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Europe and the
Republic of Georgia. These include mobile and fixed line telephony
businesses, wireless and wired cable television networks and radio
broadcast stations. The Company has focused its principal
attentions on continued development of its core telephony
businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's core telephony businesses include
PeterStar, the leading competitive local exchange carrier in St.
Petersburg, Russia, and Magticom, the leading mobile telephony
operator in the Republic of Georgia. The Company's remaining non-
core media businesses consist of eighteen radio businesses
operating in Finland, Hungary, Bulgaria, Estonia, and the Czech
Republic and one cable television network in Lithuania.


METROMEDIA INT'L: Elects Not to Declare Preferred Stock Dividend
----------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia and the Republic of Georgia, announced that it elected
not to declare a dividend on its 7 1/4% cumulative convertible
preferred stock for the quarterly dividend period ending on June
15, 2004. As of the May 31, 2004, aggregated dividends in arrears
are $53.5 million.

Ernie Pyle, Executive Vice President and Chief Financial Officer
of the Company commented: "The decision to not declare a dividend
on the Company's 7 1/4% cumulative convertible preferred stock for
the quarterly dividend period ending on June 15, 2004, is
attributable to corporate cash conservation measures. The Company
desires to maintain sufficient cash liquidity reserves to enable
further business development of our core businesses and provide
opportunities for a potential restructuring of the Company's
balance sheet."

             About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Europe and the
Republic of Georgia. These include mobile and fixed line telephony
businesses, wireless and wired cable television networks and radio
broadcast stations. The Company has focused its principal
attentions on continued development of its core telephony
businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's core telephony businesses include
PeterStar, the leading competitive local exchange carrier in St.
Petersburg, Russia, and Magticom, the leading mobile telephony
operator in the Republic of Georgia. The Company's remaining non-
core media businesses consist of eighteen radio businesses
operating in Finland, Hungary, Bulgaria, Estonia, and the Czech
Republic and one cable television network in Lithuania.


MIRANT CORP: MAGi Committee Applies To Amend Kroll Retention
------------------------------------------------------------
The MAGi Creditors Committee seeks the Court's authority to expand
Kroll Zolfo Cooper, LLC's retention as its forensic accounting and
litigation support consultants, effective as of May 1, 2004, in
accordance with the Expanded Engagement Letter dated June 11,
2004.

Charles Greer, Co-Chair of the MAGi Committee, relates that the
expanded services to be provided by Kroll to the MAGi Committee
will be at the request of the MAGi Committee.  The MAGi Committee
anticipates that Kroll will:

   (a) advise the MAGi Committee and its professionals in
       developing an alternative business plan as the basis for
       a possible MAGi stand-alone Plan of Reorganization,
       including providing infrastructure support for the
       implementation of a stand-alone Plan of Reorganization;

   (b) advise and assist the MAGi Committee in performing claims
       review and analysis with respect to the bankruptcy
       estates of MAGi, its subsidiaries and other Debtors
       against which the MAGi estate holds substantial claims;

   (c) monitor the claims resolution process utilized by the
       Debtors' consultants to ensure MAGi's interests are
       pursued and protected; and

   (d) provide other related services as requested by the MAGi
       Committee.

Salvatore LoBiondo, Jr., managing director at Kroll Zolfo Cooper,
LLC, relates that the firm's fees for services rendered will be
based on its standard hourly rates, currently at:

   Managing Directors        $600 - 745
   Professional Staff         125 - 595
   Support Personnel           50 - 225

Kroll will also seek reimbursement of all out-of-pocket expenses
in relation to the services rendered.

Mr. LoBiondo assures the Court that as with his original
affidavit, Kroll is a "disinterested person" pursuant to Section
101(14) of the Bankruptcy Code.  Kroll and its professionals do
not hold any adverse interest against the Debtors.

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)


MORTGAGE CAPITAL: Fitch Rates $22.7M Class M Certificates at B-
---------------------------------------------------------------
Mortgage Capital Funding, Inc.'s multifamily/commercial mortgage
pass-through certificates, series 1998-MC1, are upgraded by Fitch
Ratings as follows:

          --$71.2 million class C to 'AAA' from 'AA+';
          --$12.9 million class D to 'AAA' from 'AA';
          --$64.7 million class E to 'AA-' from 'A';
          --$12.9 million class F to 'A+' from 'A-';
          --$38.8 million class G to 'BBB+' from 'BBB'.

Fitch also affirms the following classes:

          --$78.3 million class A-1 'AAA';
          --$658.2 million class A-2 'AAA';
          --Interest-only class X 'AAA';
          --$51.8 million class B 'AAA'';
          --$22.7 million class M 'B-'.

The $51.8 million class H, $12.9 million class J, $12.9 million
class K, $32.4 million class L and $12.7 million class N
certificates are not rated by Fitch.

The upgrades reflect the increased subordination levels from loan
payoffs and amortization. As of the June 2004 distribution date,
the transaction's aggregate principal balance has decreased 12.4%,
to $1.13 billion from $1.29 billion at issuance.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2003 financials for 75.3% of the pool balance. Based on
the information provided the resulting YE 2003, weighted average
debt service coverage ratio remains strong at 1.56 times (x) but
declined from the YE 2002 performance of 1.62x for the same loans.

Currently, four loans (1.8%) are in special servicing, three loans
(1.7%) are in foreclosure and one loan (0.1%) is real estate owned
(REO). The largest specially serviced loan, Shops at Sterling
Ponds I, is secured by a retail property located in Sterling
Heights, MI. Kmart and Builders Square vacated, leaving the
property 100% vacant. The next largest specially serviced loan,
King James Office Buildings, is secured by two office properties
in Westlake, OH. The special servicer is currently pursuing
foreclosure on both loans. Fourteen loans (6.2%) reported YE 2003
DSCRs below 1.00x. The largest of these loans (0.8%), Holiday Inn
Conference Center, is located in Columbus, IN and has seen a
decline in travel to the area.


NEW WEATHERVANE: Section 341(a) Meeting Slated for July 13
----------------------------------------------------------
The United States Trustee will convene a meeting of New
Weathervane Retail Corporation's creditors at 2:00 p.m., on
July 13, 2004 in Room 2112 at the J. Caleb Boggs Federal Building,
2nd Floor, 844 King Street, Wilmington, Delaware 19801.  This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

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


OAKWOOD HOMES: S&P Downgrades 5 Junk Ratings to Default Level
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the M-2
classes of OMI Trust 1999-C, OMI Trust 2000-C, OMI Trust 2001-D,
and OMI Trust 2001-E. At the same time, the rating on the class
M-1 of OMI Trust 2000-B is also being lowered.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investments. OMI Trust 1999-C, OMI Trust 2001-
D, and OMI Trust 2001-E all reported outstanding liquidation loss
interest shortfalls for their M-2 classes on the June 2004 payment
date. In addition, OMI Trust 2000-B reported an outstanding
liquidation loss interest shortfall for its class M-1 notes.
Furthermore, the rating on the class M-2 for OMI 2000-C is
being lowered in anticipation of a liquidation loss interest
shortfall on the next payment date. Standard & Poor's believes
that interest shortfalls for these deals will continue to be
prevalent in the future, given the adverse performance trends
displayed by the underlying pools of manufactured housing retail
installment contracts originated by Oakwood Homes Corp., and the
location of M-1 &and M-2 writedown interest at the bottom of the
transaction payment priorities.

High losses during the past year have reduced the
overcollateralization ratios for all five transactions to zero,
resulting in the complete principal write-down of the B-2 and B-1
classes, and the partial principal write-down of the M-2 classes.
In addition, OMI Trust 2000-B has begun to experience principal
write-downs on class M-1.

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
   
                         Ratings Lowered
                         OMI Trust 1999-C
   
                             Rating
                    Class   To          From
                    M-2     D           CC
   
                         OMI Trust 2000-B
   
                             Rating
                    Class   To          From
                    M-1     D           CC
   
                         OMI Trust 2000-C
   
                             Rating
                    Class   To          From
                    M-2     CC          CCC-
   
                         OMI Trust 2001-D
   
                             Rating
                    Class   To          From
                    M-2     D           CC
   
                         OMI Trust 2001-E
   
                             Rating
                    Class   To          From
                    M-2     D           CC


ORBITAL SCIENCES: Will Present at Sidoti's June 28 Investor Forum
-----------------------------------------------------------------
Orbital Sciences Corporation (NYSE:ORB) announced that its
Chairman and Chief Executive Officer David W. Thompson and Vice
Chairman and Chief Financial Officer Garrett E. Pierce will make a
presentation to investors and analysts during Sidoti & Company's
First Annual Emerging Growth Institutional Investor Forum to be
held in Boston, Massachusetts at the Ritz-Carlton Boston Common.
Orbital's presentation is scheduled to take place at 2:05 p.m.
(EDT) on Monday, June 28.

Orbital will make available the presentation slides that Mr.
Thompson and Mr. Pierce will present to the live audience on the
company's web site at: http://www.orbital.com/Investor/The slides  
will be posted prior to the beginning of the live presentation.

                     About Orbital

Orbital develops and manufactures small space and rocket systems
for commercial, military and civil government customers. The
company's primary products are satellites and launch vehicles,
including low-orbit, geosynchronous and planetary spacecraft for
communications, remote sensing, scientific and defense missions;
ground- and air-launched rockets that deliver satellites into
orbit; and missile defense systems that are used as interceptor
and target vehicles. Orbital also offers space-related technical
services to government agencies and develops and builds satellite-
based transportation management systems for public transit
agencies and private vehicle fleet operators.

As reported in the Troubled Company Reporter's June 14, 2004
edition, Standard & Poor's Ratings Services raised its ratings,
including the corporate credit rating to 'BB-' from 'B+', on
Orbital Sciences Corp. The outlook is stable. The company has $135
million in rated debt.

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


OREGON STEEL: Plans to Idle Napa, Cal., Large-Diameter Pipe Mill
----------------------------------------------------------------
Oregon Steel Mills, Inc. (NYSE:OS) announced that beginning in
late June the Company would idle indefinitely its large-diameter
pipe mill located in Napa, California.

Jim Declusin, the Company's CEO, stated, "In this tight steel
market we do not believe the operating margin opportunities in
large-diameter pipe justify the allocation of steel plate from our
Portland, Oregon, plate mill for conversion into large-diameter
pipe. We feel that, at the present time, the best economic
decision for the Company is to direct production from the Portland
mill to support our plate and coil customers, our structural
tubing operation and our Canadian line-pipe business, majority-
owned Camrose Pipe Company."

Camrose Pipe Company has two pipe manufacturing mills, a large-
diameter pipe mill similar to the Napa Mill and an ERW pipe mill,
both located in Camrose, Alberta, Canada. Production at the Napa
Mill will be phased out beginning on June 28 and is expected to be
completed in July. There are approximately 230 people currently
working at the Napa Mill. The Company will record a charge of
approximately $1 million for employee severance benefits related
to the idling of the facility.

In late May, Oregon Steel forecasted second-quarter net income
within a range of $1.00 to $1.20 per share, exclusive of any
further labor dispute settlement adjustments. Oregon Steel now
anticipates second-quarter net income from continuing operations
will meet or exceed $1.20 per share (exclusive of any further
labor dispute settlement adjustments) based on 26.7 million
diluted weighted average shares outstanding at March 31, 2004. The
26.7 million diluted weighted average shares outstanding do not
include the four million shares of Company common stock that will
be issued as part of the labor dispute settlement.

During the first quarter of 2004, the Company recorded a pretax
non-cash charge of $7 million ($.26 per share) related to the
previously announced tentative agreement to issue four million
shares of Company common stock as part of the settlement of the
labor dispute at the Company's majority-owned subsidiary Rocky
Mountain Steel Mills. That charge was a result of adjusting the
previously recorded value at December 31, 2003, of the four
million shares of Company common stock ($23.3 million at $5.81 per
share) to market at March 31, 2004. The closing price of the
Company's common stock on the New York Stock Exchange at March 31,
2004, was $7.56 per share, resulting in the additional non-cash
charge of $7 million. The Company will continue to adjust the
common stock portion of the Settlement at the end of each quarter,
either up or down, for the change in the price of the Company's
common stock through the effective date of the Settlement. The
Company expects the Settlement agreement will be finalized in
July.

                            *   *   *

As reported in the Troubled Company Reporter's May 28, 2004
edition, Standard & Poor's Ratings Services said it revised its
outlook on Oregon Steel Mills Inc. (OSM) to stable from negative.
At the same time, Standard & Poor's affirmed its ratings on the
Portland, Ore.-based company. The company has about $310 million
in total debt.

"The outlook revision reflects the improvement to the company's
financial profile due to the strong and rapid rebound in the steel
industry," said Standard & Poor's credit analyst Paul Vastola.
Favorable market conditions should remain at least through most of
2004 and enable the company to bolster its liquidity and financial
performance.

The corporate credit rating on OSM is affirmed at 'B'. Also
affirmed are the 'B' rating on the company's $305 million first
mortgage notes due 2009, and the 'B+' rating on a $65 million
senior secured credit facility due June 30, 2005.


ORION TELECOMMUNICATIONS: Committee Taps Lowenstein Sandler
-----------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in Orion
Telecommunications Corp.'s chapter 11 cases sought and obtained
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ Lowenstein Sandler PC as its counsel.

Lowenstein Sandler will:

   a) provide legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under section 1102 of the Bankruptcy Code;

   b) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the
      Debtor, the operation of the Debtor's business, potential
      claims, and any other matters relevant to the case or to
      the formulation of a plan of reorganization;

   c) provide legal advice as necessary with respect to any
      disclosure statement and plan filed in this case and with
      respect to the process for approving or disapproving a
      disclosure statement and confirming or denying
      confirmation of a plan;

   d) prepare on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements and other legal papers;

   e) appear in court to present necessary motions,
      applications, and pleadings, and otherwise protecting the
      interests of those represented by the Committee;

   f) assist the Committee in requesting the appointment of a
      trustee or examiner, should such action be necessary; and

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

Lowenstein Sandler's hourly rates are:

         Designation           Billing Rate
         -----------           ------------
         Partners              $285 to $525 per hour
         Counsel               $225 to $375 per hour
         Associates            $140 to $250 per hour
         Legal Assistants      $ 70 to $140 per hour

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.


PARMALAT FINANZIARIA: Section 304 Petition Summary
--------------------------------------------------
Petitioner: Dr. Enrico Bondi, as extraordinary administrator of
            the Debtors

Lead Debtor: Parmalat Finanziaria S.p.A.
             Via O. Grassi, 26
             Collecchio
             Parma, Italy

Case No.: 04-14268

Debtor affiliates filing separate section 304 petitions:

     Entity                                     Case No.
     ------                                     --------
     Parmalat S.p.A.                            04-14269
     Parmalat Netherlands B.V.                  04-14271
     Parmalat Finance Corporation B.V.          04-14273
     Parmalat Capital Netherlands B.V.          04-14274
     Dairies Holding International B.V.         04-14276
     Cebtro Latte Centallo S.r.l.               04-14277
     Parma Food Corporation B.V.                04-14278
     Eliair S.r.l.                              04-14279
     Parmalat Soparfi S.p.A.                    04-14280
     Newco S.r.l.                               04-14281
     Olex S.A.                                  04-14282
     Geslat S.r.l.                              04-14283
     Parmengineering S.r.l.                     04-14284
     Contal S.r.l.                              04-14285
     Panna Elena S.r.l.                         04-14286
     Nuova Holding S.p.A.                       04-14287
     Hit S.p.A.                                 04-14288
     Hit International S.p.A.                   04-14289
     Parmatour S.P.A.                           04-14290
     Coloniale S.P.A.                           04-14292
     Lactis S.P.A.                              04-14293
     Eurolat S.P.A.                             04-14295

Type of Business: The Debtor operates diverse businesses,
                  including, but not limited to, production,
                  packaging, purchase, import, export, storage,
                  sale and marketing, of food, drink, dietetic
                  and related products.
                  See http://www.parmalat.net/

Section 304 Petition Date: June 22, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioner's Counsel: Marcia L. Goldstein, Esq.
                      Weil Gotshal & Manges
                      767 Fifth Avenue
                      New York, NY 10153
                      Tel: 212-310-8214
                      Fax: 212-735-4919

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


PARMALAT: U.S. Debtors Want Until Oct. 21 to File Chapter 11 Plan
-----------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to propose and file a Chapter 11 plan.  
Section 1121(c)(3) provides that if the debtor files a plan
within the 120-day Exclusive Filing Period, it has 180 days after
the Petition Date to obtain acceptance of that plan, during which
time competing plans may not be filed.  Pursuant to Section
1121(d), the Court, may, upon a demonstration of cause, extend a
debtor's Exclusive Periods.

At the outset of their Chapter 11 cases, the Parmalat U.S. Debtors
believed that a sale of substantially all their assets was
required to preserve the value of their estates for the benefit
of their creditors and other parties-in-interest.  The Debtors
and their professionals worked diligently towards exploring and
achieving that goal.  While several entities have expressed
interest in and made offers for certain of the Debtors' assets,
the Debtors recently determined that a reorganization of their
businesses as a going concern, including an extension and
increase of the DIP Financing Agreement to accommodate this
initiative, can provide greater benefits to creditors and other
parties-in-interest.  Accordingly, the Debtors decided to pursue
a reorganization plan and are negotiating with their Postpetition
Lenders for additional DIP financing.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New York
tells the Court that the U.S. Debtors have been faced with
numerous complex matters requiring the attention of their
management and their professionals since the Petition Date.  
Immediately upon filing their Chapter 11 cases, the Debtors
devoted their resources to stabilizing their businesses and
winning back the loyalty of their suppliers, customers, and
employees.  The Debtors have had to respond to creditor-initiated
legal proceedings and critical operational issues related to
their customers, vendors and certain state regulatory agencies.  
Additionally, in accordance with their initial sale strategy, the
Debtors negotiated and developed procedures and processes for the
attempted sale of substantially all of their assets.  In the
first four months, the Debtors also secured adequate financing,
managed business operations, and negotiated employee and union
issues to maintain an efficient ongoing enterprise.

The U.S. Debtors are not in the position to file a plan now.  
Thus, the Debtors ask the Court to extend their Exclusive Plan
Filing Period through October 21, 2004 and their Exclusive
Solicitation Period through December 21, 2004.

Mr. Holtzer contends that the U.S. Debtors' Chapter 11 cases are
sufficiently large and complex to warrant an extension.  The
Debtors' combined prepetition assets total $335,642,406 and their
debts total $266,265,795.  Due to their varied locations, the
affiliations with a worldwide organization in the process of its
own restructuring, the unique issues surrounding the three
separate Debtors, and the numerous players involved, the Debtors'
cases are very complex.

Mr. Holtzer points out that the U.S. Debtors, in consultation
with their professionals, have only recently determined that a
reorganization of their businesses as a going concern can provide
greater benefits to creditors and other parties-in-interest than
a sale of substantially all of their assets could.  While the
Debtors had been working on a liquidation plan in connection with
the planned sale, they must now change course, develop a business
plan, and negotiate with numerous groups of creditors before
filing their plans of reorganization.  Although the Debtors have
taken steps in this direction, they have not had ample time since
their change in strategy to finalize and file a plan.

Mr. Holtzer assures the Court that the U.S. Debtors are not
seeking an extension to delay the Chapter 11 process for some
speculative event, or pressure creditors to accede to a plan
unsatisfactory to them.  Mr. Holtzer adds that the Debtors'
relationship with the Official Committee of Unsecured Creditors
and their professional is cordial and constructive.

The U.S. Debtors' request for a further extension of the
Exclusive Periods is not a negotiation tactic, but merely a
reflection of the fact that their cases are not yet ripe for the
formulation and confirmation of a viable Chapter 11 plan, and
will not result in a delay of the process to formulate a plan.  
To the contrary, the extension of the Exclusive Periods will
permit the plan process to move forward in an orderly fashion.

Moreover, the U.S. Debtors have kept sight of the need to deal
with all parties-in-interest.  The Debtors and their
professionals have consistently conferred with various
constituencies on all major substantive and administrative
matters, at times altering their position in deference to the
views of the Creditors Committee, the U.S. Trustee, the DIP
Lenders, or other parties-in-interest.  The Debtors have no
intention of discontinuing this dialogue if the Exclusive Periods
are extended.  The extension will permit the Debtors' management
to develop and implement a viable long-term business plan and
allow the Creditors Committee and other parties-in-interest to
evaluate that plan.

Mr. Holtzer also attests that the U.S. Debtors will continue to
pay all of their bills as they become due.  The Debtors believe
they have sufficient liquidity under the existing DIP
arrangements to carry on in the normal course of business.  In
fact, the Debtors have considerably more availability under their
DIP financing than was previously forecasted.

The Court will convene a hearing to consider the U.S. Debtors'
request on June 24, 2004.  The Debtors ask the Court to enter a
bridge order to temporarily extend their Exclusive Periods until
the Court has had an opportunity to decide on the merits of the
request.

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)   


PARMALAT FROUP: Farmland Selling Atlanta Ice Cream Business
-----------------------------------------------------------
Farmland Dairies, LLC, operates an ice cream distribution
business in Atlanta, Georgia.  The Atlanta Ice Cream Business
distributes ice cream throughout the State of Georgia, as well as
eastern Alabama and western South Carolina through both Farmland
-owned direct distribution routes and independent distributors.  
The Business has 19 employees and had sales of about $6,500,000
in 2003.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges, LLP, relates
that the defection of certain of Farmland's major customers and
the highly competitive nature of the ice cream supply industry
caused the Atlanta Ice Cream Business to experience difficulty in
covering fixed costs, which include lease obligation for its
distribution center, related upkeep of the distribution center,
and lease obligation for trucks used in the distribution of ice
cream.  Due to financial difficulties, the Atlanta Ice Cream
Business is losing about $100,000 per month and its customer base
is eroding, resulting in the declination of the Business' value.

Farmland considers the Atlanta Ice Cream Business as unprofitable
and burdensome to their estate, which would not play a meaningful
or valuable role in any reorganization plan in its Chapter 11
case.

Mr. Holtzer points out that by selling the Atlanta Ice Cream
Business, Farmland will be relieved of the majority of the costs
and liabilities that would be otherwise be incurred in connection
with its continued operation, subject to incurrence of certain
shut down costs, including severance payments.

                     The Purchase Agreement

In February 2004, Farmland employed Lazard Freres & Co, LLC, and
AlixPartners, LLC, to assist in maximizing the value of its
business.  Through these firms' marketing efforts, Farmland
received three letter proposals indicating interest in acquiring
the Atlanta Ice Cream Business.  After reviewing the proposals,
Farmland determined to sell the Atlantic Ice Cream Business to
Integrated Brands, Inc., which tendered the best offer.  
Integrated Brands offered $148,000 for the Atlanta Ice Cream
Business, plus additional consideration to be determined at
closing based on the valuation of Farmland's inventory.

Pursuant to an Asset Purchase Agreement, Farmland will sell to
Integrated Brands:

  (a) all goodwill of the Atlanta Ice Cream Business;

  (b) all Customer Lists, Route Lists and Supplier Lists;

  (c) the rights of participation in certain Shared Contracts,
      which concern the Business;

  (d) any rights in the Third Party Freezer Cabinets;

  (e) the Freezer Cabinets;

  (f) the Trucks;

  (g) the limited right to use the Leased Trucks;

  (h) certain Intellectual Property;

  (i) all advertising materials; and

  (j) all trademark rights associated with Mr. John's Old
      Fashioned Ice Cream Product and License Rights regarding
      the Debtors' Kinnet trademark for use in the sale of ice
      cream.

To the extent any of Farmland's Material Contracts relate to both
the Atlanta Ice Cream Business and the sale of milk and other
products by Farmland or any of its affiliates that contract will
be considered a "Shared Contracts."  Farmland will not assigned
and will remain responsible for the performance of all obligates
under the Shared Contracts.  Farmland, however, may dispose of a
Shared Contract, subject to Integrated Brands' rights.

                    Assumption of Liabilities

As additional consideration, Integrated Brands will assume, and
agree to pay, perform and fulfill and discharge only liabilities
arising after the Closing Date in connection with the use of the
Purchased Property.  Integrated Brands will also have its
liabilities to Farmland expressly agreed to in the subcontracts
or alternative arrangements with respect to the Shared Contracts,
and will reimburse Farmland for the cost of certain packaging
materials used in the Atlanta Ice Cream Business.  Integrated
Brands will indemnify and hold Farmland harmless from any and all
losses arising after the Closing directly out of any Assumed
Liability.

Integrated Brands will not assume any current liability and
obligation of Farmland or the Atlanta Ice Cream Business.

                    Finished Goods Inventory

Farmland will also sell Finished Goods Inventory to Integrated
Brands, as part of the Purchased Property.  Immediately before
the Closing, Integrated Brands and Farmland will jointly conduct
a physical count to determine the exact quantities and pricing of
each item of Farmland's Finished Goods Inventory.  The parties
will also jointly prepare a revised schedule reflecting the
count.  Any items of finished goods that are determined by
Integrated Brands in good faith not to be Good, Salable and Non-
Discontinued will be excluded from the count and may be destroyed
or sold by Farmland, in its sole discretion.

                     Covenant Not to Compete

Subject to certain exceptions, Farmland will not compete with
Integrated Brands for three years from the Closing in the States
of Georgia, Alabama and South Carolina, and will not participate
or engage in business activities and operations relating
specifically to the Atlanta Ice Cream Business.  The businesses
engaged in by Farmland and Milk Products of Alabama, LLC, will
not be considered part of the Atlanta Ice Cream Business or
competitive with it.

After the Closing, Farmland will reject its contract with Hunter
Farms.

Farmland believes that the sale is best for its estate and
creditors.  Accordingly, Farmland seeks the Court's authority to
sell the Atlantic Ice Cream Business to Integrated Brands
pursuant to the Purchase Agreement.  Farmland also asks the Court
to:

   -- exempt the sale transaction from transfer taxes as provided
      under Section 1146(c) of the Bankruptcy Code; and

   -- determine that Integrated Brands is acting in good faith,
      and is entitled to the protections of a good faith
      purchaser under Section 363(m).

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)   


PEAK ENTERTAINMENT: Finalizes Licensing Pact With Cadaco & Sharp
----------------------------------------------------------------
Peak Entertainment Holdings Inc. (OTC Bulletin Board: PKEH), a
fully integrated multimedia company dedicated to quality
children's television entertainment, character licensing and
consumer products, announced that it has finalized a licensing and
distribution agreement with Cadaco and The Sharp Company to
distribute its Countin' Sheep plush toy property through-out North
America.

Cadaco, one of North America's oldest independent, family-owned
game and toy companies, in conjunction with The Sharp Company,
will develop a licensing and distribution program based around
Peak's entertainment property rights in the U.S.A. The program
will deliver over $1,000,000 in orders and associated licensing
revenue for Peak on their collectable plush toy lines, extended
games and giftware products over the next three years.

"We are very excited to join forces with such industry leaders as
Peak Entertainment and The Sharp Company," said John Lindsey, CEO
of Cadaco. "We are confident Countin' Sheep will be a great
success and will help us build our specialty business in 2004 and
beyond. We are all behind this project and have high expectations
for the brand in the U.S. marketplace."

Cadaco -- http://www.cadaco.com/-- was founded in 1935 and offer  
the world's largest line of magic products and games including,
Tripoley(R), Bas-Ket(R) and Bible Trivia(R). The Company also
markets popular new games such as the Countdown Care Bears(R)
speciality brand.

Phil Ogden, Managing Director of Peak Entertainment commented,
"Our partnership with Cadaco and The Sharp Company will generate
over $1 million in orders and licensing revenue. We looked long
and hard at placing this brand with the right distributor, and
after evaluating interest from some of the leading companies in
North America, we decided Cadaco was the best partner. They share
our passion for the product as well as our commitment to quality
and safety. We are confident that this marks the beginning of a
long and prosperous relationship."

             About Peak Entertainment Holdings Inc.

Peak Entertainment Holdings Inc. -- whose March 31, 2004 balance
sheet shows a stockholders' deficit of $1,631,080 -- is a fully
integrated multimedia company dedicated to quality children's
television entertainment, character licensing and consumer
products. The Company's unique, fully integrated business model,
which includes concept creation and branding, production of
entertainment programs, character licensing, and manufacturing and
distribution of toys and related consumer products, gives it
maximum quality control and speed-to- market while developing
total brand equity. Peak's properties include Monsters in My
Pocket, The Wumblers, Little Big Feet, Faireez, Countin' Sheep and
Mini Flora. For more information visit the Company's website at
http://www.peakentertainment.co.uk


PEGASUS SATELLITE: NRTC Cheers as Preliminary Injunction is Denied
------------------------------------------------------------------
On June 21, the Federal Bankruptcy Court rejected, in its
entirety, yet another attempt by Pegasus to reverse NRTC's June 1,
2004 agreement with DIRECTV. The Judge ruled, on Pegasus' latest
motion, that Pegasus cannot attack NRTC's and DIRECTV's
termination of their own agreement and that NRTC was entitled to
terminate its agreements with Pegasus. The Judge also held that
NRTC did not owe Pegasus a fiduciary duty, as a matter of law.

NRTC also argued to the court that Pegasus has at all times made
its own business decisions to buy contract rights and to finance
them through borrowing, and that NRTC is not responsible for the
way in which Pegasus has managed its business. NRTC was gratified
that the Judge noted that Pegasus' claimed dependence on NRTC was
created by its own independent business decisions.

"While this is a preliminary ruling by Judge Haines, this is
further proof that Pegasus' case is futile," said Bob Phillips,
CEO and President of NRTC. "Pegasus' unfounded legal attacks on
NRTC represent an unfortunate and continuing attempt to blame
others for their own business failings."

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

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


PEGASUS SATELLITE: Employs Trumbull Group As Claims Agent
---------------------------------------------------------
The Pegasus Satellite Communications, Inc. Debtors sought and
obtained the Court's authority to employ The Trumbull Group, LLC,
formerly known as Trumbull Associates, LLC, and Trumbull Services,
LLC, to:

   -- serve as the Court's noticing agent to mail notices to
      certain of the estate's creditors and other parties-in-
      interest;

   -- provide computerized claims, objections, and balloting
      database services: and

   -- provide expertise, consultation, and assistance in claim
      and ballot processing and with the dissemination of other
      administrative information related to the Debtors' Chapter
      11 cases.

According to Ted S. Lodge, President and Chief Operating Officer
and Counsel of Pegasus Satellite Communications, Inc., Trumbull
is a data processing firm that specializes in noticing, claims
processing, and other administrative tasks in Chapter 11 cases.  
The Debtors expect Trumbull to send out certain designated
notices, maintain claims files and claims register, and act as a
voting agent with respect to certain creditors in these cases.  
The Debtors believe that Trumbull's assistance will expedite
service of notices, streamline the claims administration process,
and allow the Debtors to focus on their reorganization efforts.

Trumbull has assisted and advised numerous Chapter 11 debtors in
connection with noticing, claims administration and
reconciliation, and administration of plan votes.

                    The Consulting Agreement

On June 1, 2004, the Debtors entered into an Agreement with the
Trumbull Group.  Under the Agreement, Trumbull will be:

   (1) preparing and servicing required notices in the Debtors'
       Chapter 11 cases including:

       (a) a notice of the commencement of the Chapter 11 cases
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

       (b) a notice of the claims bar date;

       (c) notices of objections to claims;

       (d) notices of any hearings on a disclosure statement and
           confirmation of a plan or plans of reorganization; and

       (e) other miscellaneous notices as the Debtors or the
           Court may deem necessary or appropriate for an orderly
           administration of the Debtors' Chapter 11 cases;

   (2) within five business days after the service of a
       particular notice, filing with the Clerk's Office a
       certificate or affidavit of services that includes:

       (a) a copy of the notice served;

       (b) an alphabetical lists of persons on whom the notice
           was served, along with their address; and

       (c) the date and manner of service;

   (3) maintaining copies of all proofs of claims and proofs of
       interest filed in the Debtors' cases;

   (4) maintaining official claims registers in the Debtors'
       cases by docketing all proofs of claims and proofs of
       interest in a claims database that includes this
       information for each claim or interest asserted:

       (a) the name and address of the claimant or interest
           holder and any agent thereof, if the proof of claim or
           proof of interest was filed by an agent;

       (b) the date the proof of claim of interest was received
           by Trumbull and the Court;

       (c) the claim number assigned to the proof of claim or
           proof of interest; and

       (d) the asserted amount and classification of the claim.

   (5) implementing necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (6) transmitting to the Clerk's Office a copy of the claims
       register on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (7) maintaining an up-to-date mailing list for all entities
       that have filed proofs of claim or proofs of interest and
       make the list available upon request to the Clerk's Office
       or any party-in-interest;

   (8) providing access to the public for examination of copies
       of the proofs of claim or proofs of interest filed in
       the Debtors' cases without charge during regular business
       hours;

   (9) recording all transfers of claims pursuant to Rule 3001(e)
       of the Federal Rules of Bankruptcy Procedure and provide
       notice of the transfers as required, if directed to do so
       by the Court;

  (10) complying with applicable federal, state, municipal and
       local statutes, ordinances, rules, regulations, orders and
       other requirements;

  (11) providing temporary employees to process claims, as
       necessary;

  (12) promptly complying with further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe; and

  (13) providing other claims processing, noticing, balloting,
       and relating administrative services as may be requested
       from time to time by the Debtors.

In addition, Trumbull will further assist the Debtors by:

   -- preparing their schedules, statements of financial affairs,
      and master creditor lists, including any amendments to it;

   -- reconciling and resolving claims; and

   -- preparing, mailing, and tabulating ballots of certain
      creditors for the purpose of voting to accept or reject a
      plan or plans of reorganization.

Lorenzo Mendizabal, President of The Trumbull Group, LLC, assures
the Court that:

      (a) Trumbull will not consider itself employed by the
          United States government and will not seek any
          compensation from the United States government in its
          capacity as Claims and Noticing Agent in the Debtors'
          cases;

      (b) by accepting employment, Trumbull waives any right to
          receive compensation from the United States government;

      (c) in its capacity as Claims, Noticing and Balloting
          Agent, Trumbull will not be an agent of the United
          States and will not act on behalf of the United States;
  
      (d) Trumbull will not misrepresent any fact to the public;
          and

      (e) Trumbull will not employ any past or present employee
          of the Debtor in connection with its work as Claims,
          Noticing and Balloting Agent.

                           Compensation

Mr. Lodge informs the Court that the Debtors agree to pay
Trumbull the services rendered based on the Price Schedule they
agreed under the Consulting Agreement.  The consultation hourly
rates are:

   Administrative Support                      $55
   Assistant Case Management/Data Specialist    65 - 110
   Case Manager                                100 - 125
   Automation Consultant                       140
   Sr. Automation Consultant                   155 - 175
   Consultant                                  225
   Sr. Consultant                              245 - 300

Trumbull requires a $25,000 retainer.  The Debtors will prepay by
wire transfer any postage cost estimated by Trumbull to exceed
$50,000 prior to the mailing in question.

The Debtors ask the Court to treat the fees and expenses of
Trumbull incurred in the performance of services as
administrative expenses in the Chapter 11 estates and are paid by
the Debtors in the ordinary course of business.  Trumbull will
submit to the Office of the United States Trustee, on a monthly
basis, copies of the invoices it submits to the Debtors for
services rendered.

The Debtors do not believe that Trumbull is a "professional"
whose employment is subject to approval under Section 327 of the
Bankruptcy Code or whose compensation is subject to Court
approval under Sections 330 and 331 of the Bankruptcy Code.

                         Disinterestedness

Mr. Mendizabal assures the Court that neither Trumbull nor any of
its employees has any connection to the Debtors, their creditors,
or any other party-in-interest.  Trumbull is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code,
and it does not hold or represent any interest adverse to the
Debtors' estates.

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: First Creditors' Meeting Set For July 13, 2004
-----------------------------------------------------------------
The United States Trustee for Region 1, Phoebe Morse, has called
for a meeting of the Pegasus Satellite Communications, Inc.
Debtors' creditors pursuant to Section 341(a) of the Bankruptcy
Code to be held on July 13, 2004 at 10:30 a.m. at the Office of
the United States Trustee, 537 Congress Street, Room 302, in
Portland, Maine 04101.  All creditors are invited, but not
required, to attend.  The Official Meeting of Creditors offers the
one opportunity in a bankruptcy proceeding for creditors to
question a responsible office of the Debtors under oath.

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)    


PG&E NATIONAL: USGen Engages CSFB To Provide Staple Financing
-------------------------------------------------------------
USGen New England, Inc., is in the process of soliciting offers
for some or substantially all of its assets, with the assistance
of its investment bankers, Lazard Freres & Co., LLP, and other
professionals.  As yet, no final decision has been made on
whether USGen will pursue a stand-alone plan or a sale of any of
its assets.  However, USGen has determined that the proposed sale
and, consequently, the prospects of maximizing value will be
enhanced if a ready mechanism for prospective purchasers to
obtain third party financing is made available.  Prospective
purchasers of the USGen Assets have already inquired with USGen's
professionals as to whether staple financing will be made
available.

Hence, USGen seeks the Court's authority to engage Credit Suisse
First Boston to provide bank financing to prospective purchasers
of the USGen Assets to finance the sale transaction.

The salient terms of the proposed engagement between USGen and
Credit Suisse are:

    (a) USGen will indemnify and hold harmless Credit Suisse and
        its affiliates from and against any and all losses to
        which Credit Suisse may become subject arising out of an
        engagement letter between the parties, or a related
        commitment letter, and to reimburse Credit Suisse upon
        demand for any reasonable legal or other expenses with
        respect to the indemnification; and

    (b) USGen will reimburse Credit Suisse upon presentation of a
        statement for all reasonable out-of-pocket expenses, not
        to exceed $40,000 in the aggregate.

Credit Suisse is a leading global investment bank serving
institutional, corporate, government and high net worth clients.
Credit Suisse's businesses include securities underwriting, sales
and trading, investment banking, private equity, financial
advisory services, investment research, venture capital and asset
management.

Credit Suisse operates in more than 69 locations across more than
34 countries on five continents.  It is a business unit of
Zurich-based Credit Suisse Group, a leading global financial
services company.

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)    


PHARMACEUTICAL INGREDIENTS: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pharmaceutical Ingredients, Ltd.
        117B Docks Corner Road
        Dayton, New Jersey 08810

Bankruptcy Case No.: 04-30793

Type of Business: The Debtor is a corporation operating a
                  manufacturing and wholesale business.

Chapter 11 Petition Date: June 21, 2004

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: John F. Bracaglia, Jr., Esq.
                  Cohn, Bracaglia & Gropper
                  275 East Main Street
                  P.O. Box 1094
                  Somerville, NJ 08876
                  Tel: 908-526-1131
                  Fax: 908-526-1275

Total Assets: $1,055,000

Total Debts:  $1,469,485

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Norman Spinner                2nd lien on               $631,225
Zager, Fuchs, Ambrose &       corporate asserts
Krantz
P.O. Box 489
Red Bank, NJ 07701

PNC Bank                      Blanket lien on           $494,000
Two Tower Center              assets, 2nd
East Brunswick, NJ 08816      mortgage on home
                              of Rifat Parvez

Access Manufacturing                                     $99,947

Analytical Labs                                          $66,805

Erie Foods                                               $54,400

Premier Chemicals                                        $46,352

Wenda Intl. Trade Co.                                    $31,000

Fibred Group                                              $7,400

Fitzpattrick Company                                      $6,539

United States Gypsum                                      $5,742

Hawken Group                                              $5,135

Column Logistics                                          $5,082

JRS Pharmaceutical                                        $4,136

New Jersey Laboratories                                   $2,788

West Coast Transportation                                 $2,390

Prochnow Transport                                        $1,794

PDQ Transit Inc.                                          $1,760

President Container                                       $1,282

Goodyear Rubber                                             $992

Quick Delivery                                              $715


QUESTERRE ENERGY: Obtains CCAA Protection Until July 21, 2004
-------------------------------------------------------------
Questerre Energy Corporation (QEC:TSX) reported that its Board of
Directors has approved the formulation of concurrent plans of
arrangement from both Questerre and its subsidiary Questerre
Beaver River Inc. for the settlement of creditor claims.

As part of the claims process being conducted by QBR, certain
parties that provided goods and services in connection with A-5
well at the Beaver River Field whose claims amount to more than
$4 million have either advanced a claim or indicated they wish to
advance a claim directly against the Company. Questerre is of the
opinion that all costs incurred in connection with the A-5
re-entry were incurred by QBR for its benefit. However, the
Company's principal asset is its investment in QBR. Thus there is
little practical difference as to which company creditors advance
their claims against. In addition, the Company believes the cost
of defending the actions that have been and may yet be advanced
against it by these parties could exceed its available cash. More
importantly, the existence of these claims has a detrimental
impact on the Company's ability to complete an equity financing
in the near-term.

Other than these claims advanced against the Company by parties
that provided goods and services in relation to the A-5 well,
Questerre's trade creditors consist mainly of the secured
obligations to the Business Development Bank of approximately
$275,000 and to Rupert's Crossing, an Investment Corporation, of
$500,000, a corporate guarantee issued in favor of a supplier in
the amount of $161,000 and day-to-day trade creditors estimated
at less than $50,000 in total.

To facilitate the filing of concurrent plans of arrangement,
Questerre applied for and was granted protection from proceedings
under the Companies' Creditors Arrangements Act (CCAA) by an Order
of the Court of the Queen's Bench of Alberta issued June 22 under
the CCAA.  Unless extended by a further Order of the Court, the
protection provided by the initial order will expire on July 21,
2004. Ernst & Young Inc. (EYI) has been appointed as an officer of
the Court of Queen's Bench of Alberta to monitor the business and
affairs of the Company while it remains under CCAA protection.  

The Company and QBR intend to formulate and file concurrent plans
of arrangement for the consideration of its respective creditors
and other stakeholders by June 30, 2004. It is expected that
these plans to creditors will be closely related and that the
consideration under both plans will, to a great extent, be Common
Shares of Questerre. Each plan will be conditional upon both
plans being approved by the creditors. The Company anticipates
that this approach will be the most cost effective way to
restructure the Company. With the ability to raise additional
capital, Management of Questerre is optimistic about achieving a
full recovery for creditors through share equity.

Questerre Energy Corporation is a Calgary-based independent
resource company actively engaged in the exploration for and
development, production and acquisition of large-scale natural
gas projects in Canada.  

At December 31, 2003, Questerre Energy Corporation's balance sheet
shows a total shareholders' deficit of C$ 198,632.


QUESTERRE ENERGY: Market Regulations Services Resumes Trade
-----------------------------------------------------------
Effective June 22, 2004 at 12:00 p.m. Questerre Energy Corporation
(TSX:QEC) resumed trade as ordered by the Market Regulations
Services.

Questerre Energy Corporation is a Calgary-based independent
resource company actively engaged in the exploration for and
development, production and acquisition of large-scale natural
gas projects in Canada.  

At December 31, 2003, Questerre Energy Corporation's balance sheet
shows a total shareholders' deficit of C$ 198,632.


QWEST COMMUNICATIONS: Fitch Upgrades Junk Ratings to Low-B Levels
-----------------------------------------------------------------
Fitch has upgraded the ratings assigned to Qwest Communications
International, Inc. and its subsidiaries as described below:

   Qwest Communications International, Inc.

        -- Senior unsecured debt rating to 'B' from 'CCC+';
        -- Notes due 2009, 2011 and 2014, guaranteed by Qwest
           Services Corporation to 'B+' from 'CCC+'.

   Qwest Capital Funding, Inc.

        -- Senior unsecured rating to 'B' from 'CCC+'.

   Qwest Communications Corporation

        -- Senior unsecured rating to 'B' from 'CCC+'.

   QSC

        -- Subordinated secured notes assigned 'B+';
        -- $750 million senior secured revolver assigned 'BB-'.

   Qwest Corporation  

        -- Senior unsecured debt and senior term loan to 'BB'
           from 'B'.

The Rating Outlook for QCII and its subsidiaries has been revised
to Stable from Negative. Fitch's rating actions affects
approximately $17.5 billion of debt as of the end of the first
quarter of 2004.

Overall, Fitch's ratings reflect the strong cash flows generated
and market position of QC's local exchange business, reduced debt
levels, and improved liquidity position. Fitch acknowledges that
QC's local exchange business faces the ongoing challenges from
competition, product substitution, and weak demand for telecom
services that have eroded access lines and margins. However, from
Fitch's perspective, the ratings draw support from the asset
value, debt coverage, and cash flow generated by QC's sixteen
million access lines. Fitch expects that access line losses and
revenue erosion will continue during the near term at QC, though
at a lower rate. QC has taken steps to partially mitigate access
line erosion, particularly through improving service quality and a
broadened product bundle.

Since reaching a peak of just over $26 billion of debt, QCII has
reduced debt levels by approximately $9 billion, and the debt to
EBITDA metric has improved to 4.9 times (x) as of the end of
first-quarter 2004 (1Q'04) from 5.7x as of year-end 2001. QCII's
liquidity position is supported by the nearly $1.9 billion of cash
on hand at the end of 1Q'04, as well as the $750 million of
liquidity available on the QSC bank facility, which expires on
Feb. 5, 2007. Fitch anticipates that QCII will generate improved
levels of free cash flow during 2004 and expects the company to
generate approximately $500 million of free cash flow during 2004.
Fitch expects that on a consolidated basis, QCII's leverage metric
will remain relatively flat from the 4.9x (LQA) reported for the
first quarter. The company's near-term maturities are manageable,
with a total of approximately $800 million remaining in 2004 and
approximately $580 million scheduled in 2005. However, the
company's liquidity position further improves assuming that the
company is able to refinance QC's maturities of $750 million in
2004 and $400 million in 2005.

Fitch's ratings also recognize the company's high leverage
relative to its RBOC peer group, the business risks, and ongoing
cash requirements of QCII's out of region long haul business, and
the lack of an owned and controlled national wireless business
when compared with its RBOC peer group.

The debt at QC is the highest ranking within the consolidated debt
structure, and Fitch's 'BB' senior unsecured rating reflects the
debt's proximity to the valuable access lines and strong recovery
prospects. The QSC $750 million revolver is secured with a first
lien on the economic interests of QC owned by QSC, and the rating
is one notch below the QC rating, reflecting the structural
subordination. The 'B+' ratings of the QCII notes guaranteed by
QSC and the QSC notes is one notch below the senior secured
rating, given that the notes are secured by a second priority lien
on the economic interest of QC and are junior to the senior
secured debt. The senior unsecured rating of QCF, QCC, and QCII
are indicative of the structural subordination and diminished
recovery prospects.

The ongoing Securities and Exchange Commission, Department of
Justice, General Services Administration, and shareholder lawsuits
remain an overhang on Qwest's credit profile. The resolution of
these matters may have a material impact on the company's
liquidity position. Fitch notes that proceeds from the $750
million QSC revolver cannot be utilized to settle liabilities
connected to the SEC, DOJ, or shareholder lawsuits. Incorporated
into Fitch's rating and Stable Rating Outlook is the expectation
that incremental cash requirement to settle the SEC and DOJ
investigations and the shareholder lawsuits will range between
$500 million and $750 million. This expectation should not be
construed as an appraisal of the strength of the various
shareholder lawsuits or the SEC and DOJ investigations or an
estimation of their outcomes.


RCN CORP: First Creditors' Meeting Scheduled For June 29, 2004
--------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, has  
called for a meeting of the RCN Corp. Debtors' creditors pursuant
to Section 341(a) of the Bankruptcy Code on June 29, 2004 at 2:30
p.m.  The meeting will held at the Office of the U.S. Trustee at  
80 Broad Street, 2nd Floor, in Manhattan.

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath.

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


RESIX FINANCE: S&P Takes Rating Actions on Credit-Linked Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of credit-linked notes from various series issued by RESIX
Finance Ltd. In addition, ratings on 20 classes from various
credit-linked note transactions from the same issuer are affirmed.

The performance of each note is linked to a class from a
particular RESI Finance Limited Partnership real estate synthetic-
investment security. The underlying transaction for each
partnership is a synthetic securitization of jumbo, "A" quality,
fixed-rate, first-lien residential mortgage loans. Unlike
traditional mortgage-backed securitizations, the actual cash flow
from the reference portfolio is not paid to the holders of the
securities. Rather, the proceeds from the issuance of the
securities are invested in eligible investments. Interest payable
to the security holders is paid from income earned on the eligible
investments and payments from the Bank of America under a
financial guarantee contract.

The raised ratings in the RESIX deals reflect the raised ratings
on the same classes from the underlying RESI real estate synthetic
investment securities. Bank of America uses the RESIX structure to
fully hedge its exposure to the underlying reference asset by
entering into a total return swap with a Cayman Island
corporation, which simultaneously issues credit-linked notes
corresponding to the risk level of each underlying asset.

All the underlying assets have experienced minimal delinquency
levels and no realized losses. The remaining credit support on the
underlying assets should be sufficient to support the underlying
certificates at their rating levels, which results in these rating
levels for the RESIX securities.
   
                          Ratings Raised
                        RESIX Finance Ltd.
                       Credit-linked notes
                  
                             Rating
               Series       Class     To          From
               2002-A B8    B8        A           BB-
               2002-A B9    B9        A-          B+
               2002-A B11   B11       BBB         B-
               2002-A B11-S B11-S     BBB         B-
               2003-A B8    B8        BB+         BB-
               2003-A B9    B9        BB-         B+
               2003-A B10   B10       B+          B
               2003-A B10-S B10-S     B+          B
   
                         Ratings Affirmed
                        RESIX Finance Ltd.
                       Credit-linked notes
   
               Series       Classes     Rating
               2003-A B11   B11         B-
               2003-B B7    B7          BB
               2003-B B9    B9          B+
               2003-B B10   B10         B
               2003-B B11   B11         B-
               2003-CB1 B7  B7          BB+
               2003-CB1 B8  B8          BB
               2003-CB1 B9  B9          BB-
               2003-CB1 B10 B10         B+
               2003-CB1 B11 B11         B
               2003-C B7    B7          BB
               2003-C B8    B8          BB-
               2003-C B9    B9          B+
               2003-C B10   B10         B
               2003-C B11   B11         B-
               2003-D B7    B7          BB
               2003-D B8    B8          BB-
               2003-D B9    B9          B+
               2003-D B10   B10         B+
               2003-D B11   B11         B


RS GROUP: Acquires 49% Interest in London Insurance Brokerage
-------------------------------------------------------------
RS Group of Companies, Inc. (formerly Rent Shield Corp.)
(OTCBB:RSGC), a provider of pass-through risk specialty insurance
and reinsurance products, announced that it has completed the
purchase of 49% of the issued share capital of Dashwood, Brewer &
Phipps Ltd, Lloyd's and London Market Insurance Brokers. RSGC
expects to receive in excess of US$4,000,000 annually in minority
income as a result of this acquisition.

The acquisition of an interest in Dashwood Brewer & Phipps will
effectively provide RS Group of Companies a conduit to recapture
brokerage expenses on placements of insurance related to its
business operations, including its recently launched residential
rental guarantee program.

Under the terms of the deal, RSGC has agreed to place insurance in
the London and Lloyd's markets through Dashwood. As consideration
for the purchase, RSGC will pay Dashwood Pounds Sterling 1,475,450
which will be funded by brokerage commissions earned by Dashwood
from insurance placed by RSGC. Through this equity position, RSGC
will effectively recover 49% of the estimated $8 million of
brokerage expenses on business it expects to place through
Dashwood.

Dashwood is a highly respected, consistently profitable Lloyd's
and London Market Insurance Broker based in London, England that
was established over 70 years ago. The company maintains an
international presence and has broad expertise in numerous product
lines including marine, automobile, credit and aviation.
Currently, the dynamic of the Company is one of considerable
expansion and the Company anticipates substantially increasing its
premiums.

Commenting on the announcement, John Hamilton, CEO of RS Group of
Companies Inc., stated: "This acquisition will provide RS Group of
Companies with another lucrative value-added vertical fit for its
pass-through risk specialty insurance and reinsurance products.
Dashwood will have the ability to provide underwriting support for
RSGC's products through its established and highly regarded
network within the London and Lloyd's markets."

                About RS Group of Companies, Inc.

RS Group of Companies, Inc. -- whose December 31, 2003 balance
sheet records a stockholders' equity deficit of $966,088 --
has developed and is implementing a strategy to design, structure
and sell a broad series of pass-through risk specialty insurance
and reinsurance platforms throughout North America. In November
2003, through its wholly owned subsidiaries, the Company
introduced its core pass-through risk solution, RentShield(TM)
-- http://www.rentshieldexpress.com/-- a residential rental  
guarantee program being offered to North America's $300 billion
residential real estate rental market. It is estimated that there
are over 38 million rental units in the United States and Canada.
Rental Guarantee was first developed in Finland to provide surety
to residential property developers and is being used as an
extremely effective marketing tool in the United Kingdom for the
buy-to-let market. It protects investments in the rental units by
receiving a guaranteed income on a certain timeline. Go to
http://www.rentshieldcorp.com/for more information.


SOLECTRON: S&P Affirms Low-B Rating & Revises Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook for
Solectron Corp. to positive from stable. The ratings, including
the 'B+' corporate credit rating, were affirmed. The outlook
revision reflects improving operating profitability
and significant debt reduction.

"The ratings on Milpitas, California-based Solectron reflect
subpar operating profitability relative to the company's peers in
the highly competitive electronics manufacturing services
industry, as well as a still leveraged financial profile," said
Standard & Poor's credit analyst Emile Courtney. "These are
somewhat offset by adequate financial flexibility from cash
balances, Solectron's top-tier position in the EMS industry, and
well-established customer relationships." The company had about
$1.4 billion of debt outstanding at May 2004.
     
Solectron has made progress restructuring its operations and
rationalizing selling expenditures, as well as attaining better
asset utilization as demand conditions have improved in 2004.
Following a severe downturn in demand in its core communications
markets in 2001-2003, the company's restructuring efforts have
focused on reducing high-cost manufacturing locations and
headcount in North America and Europe. Solectron is also pursuing
lean manufacturing initiatives and better contract terms in order
to lower expenditures and rationalize pricing. The company is also
completing the divestiture of several noncore businesses, from
which it is expected to generate between $500 million and $600
million in total proceeds, some of which has already been used to
reduce debt.

Solectron's leverage reduction stems from a combination of better
profitability and key balance-sheet improvements, including the
early settlement of about $1 billion of the company's outstanding
ACES and meeting a $950 million put on a LYONs issue. Debt
repayments were met through a combination of divestiture proceeds
and cash balances. While shifts in Solectron's product mix toward
higher-volume/lower-margin consumer products and a challenging
pricing environment could place intermediate-term pressure on the
pace of margin improvements, Standard & Poor's expects that the
company will continue to reduce leverage over the near term as
profitability improves in line with higher revenues.
Solectron's profitability, however, still compares unfavorably
with the 4%-8% range for other top-tier EMS companies.


SPORTS CLUB: Files 2003 Form 10-K With SEC & Resumes AMEX Trading
-----------------------------------------------------------------
The Sports Club Company, Inc. (AMEX:SCY) announced that it filed
its 2003 Annual Report on Form 10-K and First Quarter 2004 Report
on Form 10-Q with the Securities and Exchange Commission on
June 21, 2004. The reported results do not differ materially from
the previously announced preliminary results for each of these
reporting periods.

Included in the Form 10-K are consolidated financial statements
audited by the independent registered public accounting firm, KPMG
LLP, as of and for the year ended December 31, 2003, together with
management's discussion and analysis of financial condition and
results of operations. KPMG has issued an opinion with respect to
the financial statements, which includes an explanatory paragraph
that states that the Company has suffered recurring net losses, a
working capital deficiency and negative cash flows from operating
activities that raises substantial doubt about the Company's
ability to continue as a going concern. The opinion also states
that the Company's financial statements do not include any
adjustments that might result from the outcome of this business
uncertainty.

Because of the delinquent filing of the Company's financial
reports, the American Stock Exchange suspended trading of The
Sports Club Company's Common Stock at the opening of business on
Monday, June 21, 2004. AMEX has now advised the Company that with
the filing of its financial statements with the Securities and
Exchange Commission, the Company is no longer in violation of
AMEX's public reporting requirements, and accordingly, trading in
the Company's Common Stock resumed at the opening of the market on
Tuesday, June 22, 2004. Also, as previously reported, the Company
received a notice of default from U.S. Bank, as Trustee for the
holders of the Company's 11 3/8% Senior Secured Notes due in May
2006. The financial statement filings cure this default, and the
Company believes it is now in material compliance with the terms
of the Indenture under which the Notes were issued.

The Sports Club Company, based in Los Angeles, owns and operates
luxury sports and fitness complexes nationwide under the brand
name "The Sports Club/LA."


TAUNTON CDO: Fitch Lowers Classes C & D Note Ratings to B & CC
--------------------------------------------------------------
Fitch Ratings has downgraded the following classes of notes issued
by Taunton CDO Ltd., a collateralized debt obligation (CDO)
synthetically referencing predominantly asset-backed securities:

          --$209,216,003 class A-1 floating-rate notes due 2031 to
            'A+' from 'AA+';

          --$76,078,547 class A-2 fixed-rate notes due 2031 to
            'A+' from 'AA+';

          --$26,000,000 class B floating-rate notes due 2031 to
            'BBB-' from 'A';

          --$24,000,000 class C floating-rate notes due 2031 to
            'B' from 'BB+';

          --$16,000,000 class D floating-rate notes due 2031 to
            'CC' from 'CCC+'.

All classes listed above remain on Rating Watch Negative due to
the uncertainty of the timing and ultimate resolution of current
impaired assets and the continuing risk of deterioration in the
reference pool.

This rating action is a result of additional reference assets
becoming subject to credit events and lowered recovery estimates
on credit event/imminent credit event securities subsequent to
Fitch's rating action in December 2002.

As of June 22, 2004, 16.31% of Taunton's reference portfolio was
subject of credit events. To date, none of the credit event
obligations have been settled. As part of its analysis, Fitch
considered an additional 11.25% of the portfolio to imminently
become subject of credit events. Fitch's weighted average recovery
estimate for credit event/imminent credit event obligations
referenced as of June 22, 2004 is approximately 12% of par after
incorporating updated input from Barclays Bank Plc, which acts as
swap counterparty and portfolio manager, and other market sources.


THERAPY SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Therapy Solutions, Inc.
        Suite 11, 714 Lyndon Lane
        Louisville, Kentucky 40222-4643

Bankruptcy Case No.: 04-33755

Type of Business: The Debtor provides rehabilitation services.

Chapter 11 Petition Date: June 11, 2004

Court: Western District of Kentucky (Louisville)

Judge: Joan L. Cooper

Debtor's Counsel: William C. Willock, Jr., Esq.
                  Suite 100, 600 West Main Street
                  Louisville, KY 40202
                  Tel: 540-1190
                  Fax: 568-3600

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      941 Taxes                 $487,941
PO Box 145500
Cincinnati, OH 45250-5500

Todd Turney                   Loan                      $350,088
House 42 Huipo Path
Sheung Sze Wan
Clearwater Bay Saikung N.T.
Hong Kong

National City Bank            Loan                      $161,900

Careerstaff                   Contract labor             $91,256

Kentucky State Treasurer      Tax                        $90,304

Tom Forshee                   Loan                       $65,000

Louisville/Jefferson County   Tax                        $60,035
Metro

Ed Turney                     Loan                       $40,000

Bank One                      Loan                       $38,731

American Express              Credit                     $24,420

Capital One FSB               Credit                     $22,318

Staples Credit Plan           Office Equipment           $11,547
                              and Supplies

Indiana Department of         Tax                        $10,329
Revenue

Treasurer, KY Unemployment    Unemployment                $5,469
                              Insurance

Melissa Gernert               Loan                        $4,276

Van Zandt, Emrich & Cary      Insurance                   $4,162

Principal Financial 401(k)    Employee 401(k)             $3,259

Jefferson County Sherrif      Tax                         $2,840

Sherrin Ave. Partnership      Rent                        $2,800

National City Bank            Credit                      $2,225


TROPICAL SPORTSWEAR: Secures New $60MM Revolving Credit Line
------------------------------------------------------------
Tropical Sportswear International Corporation (Nasdaq:TSIC)
announced that it has entered into a new Loan and Security
Agreement with The CIT Group as agent, and Fleet Capital
continuing to participate as a syndicated lender.

The Facility provides for borrowings of up to $60 million, subject
to a borrowing base formula, and matures on October 31, 2006. The
Facility also provides for increased borrowing availability and
contains reduced rates of interest. The Company is only subject to
financial covenants when availability is below 20% of the
Facility. The Company's real estate loan was assumed by CIT and is
a fixed asset portion of the Facility.

"The agreement reflects the great strides TSI has made recently
and signals an important vote of confidence from our lenders,"
said Michael Kagan, TSI's CEO. "Since initiating a restructuring
effort earlier this year with the support of Alvarez & Marsal, we
have improved our financial position by increasing liquidity,
reducing debt and lowering expenses and have begun to transition
from a manufacturing to a marketing-driven business model. We
believe this Facility will provide us with flexibility to continue
our turnaround and will enable us to continue to be a leading
supplier of both branded and private branded apparel."

In connection with the Facility, the Company will write-off
approximately $2.0 million of non-cash debt issue costs associated
with its existing revolving credit line and real estate loan in
its third fiscal quarter.

The Company's most current releases may be viewed on the Worldwide
Web at the Company's website at http://www.tropicalsportswear.com/

TSI is a designer, producer and marketer of high-quality branded
and retailer private branded apparel products that are sold to
major retailers in all levels and channels of distribution.
Primary product lines feature casual and dress-casual pants,
shorts, denim jeans, and woven and knit shirts. Major owned brands
include Savane, Farah, Flyers(TM), The Original Khaki Co., Bay to
Bay, Two Pepper, Royal Palm, Banana Joe, and Authentic Chino
Casuals. Licensed brands include Bill Blass and Van Heusen.
Retailer national private brands that we produce include Puritan,
George(TM), Member's Mark, Sonoma, Croft & Barrow, St. John's Bay,
Roundtree & Yorke, Geoffrey Beene, Izod, and White Stag. TSI
distinguishes itself by providing major retailers with
comprehensive brand management programs and uses advanced
technology to provide retailers with customer, product and market
analyses, apparel design, and merchandising consulting and
inventory forecasting with a focus on return on investment.

                           *   *   *

In its Form 10-Q for the quarterly period ended April 3, 2004,
Tropical Sportswear International Corporation reports:

"On June 6, 2003, we renewed our revolving credit line. The
Facility  provides for borrowings of up to $95 million, subject to
certain  borrowing base limitations. Borrowings under the Facility
bear variable rates of interest based on LIBOR plus an applicable
margin (5.6% at April 3, 2004), and are secured by substantially
all of our domestic assets. The Facility matures in June 2006. The
Facility contained significant financial and operating covenants
if availability under the Facility falls below $20 million. These  
covenants include a consolidated fixed charge ratio of at least
.90x and a ratio of consolidated funded debt to consolidated  
EBITDA of not more than 5.25x. The Facility also includes
prohibitions on our ability to incur certain additional
indebtedness or to pay dividends, and restrictions on our ability
to make capital expenditures.

"The Facility contains both a subjective acceleration clause and a
requirement to maintain a lock-box arrangement, whereby
remittances from customers reduce borrowings outstanding under the
Facility. In accordance with Emerging Issues Task  Force 95-22,
"Balance Sheet  Classification of Borrowings Outstanding under
Revolving Credit Agreements That Include Both a Subjective
Acceleration Clause and a Lock-Box Arrangement", outstanding
borrowings under the Facility of $23.3 million have been
classified as short-term as of April 3, 2004.

"On December 15, 2003, we paid the semi-annual interest payment of
$5.5 million to the holders of our senior subordinated  notes.  On
December 16, 2003, availability under our Facility fell below
$20 million,  triggering financial covenants which we violated.
This caused us to be in technical  default under the Facility.  On
January 12, 2004, we amended the Facility with Fleet Capital,
which among other things reduced aggregate borrowings to $70
million. The default under the Facility was waived on January 12,
2004 by the terms of the Amended  Facility.  Although our Amended
Facility  provides for borrowings of up to $70 million,  the
amount that can be borrowed at any given time is based upon a
formula that takes into  account,  among other  things,  our
eligible  accounts  receivable  and  inventory,  which can result
in borrowing availability  of less than the full amount.  
Additionally, the Amended Facility contains a $10 million
availability reserve base and higher rates of interest than the
Facility. The $10.0 million  availability reserve base was met as
of April 3, 2004 and through the date of this filing.  The Amended
Facility also contains monthly  financial covenants of minimum
EBITDA levels which began February 2004, and a consolidated fixed
charge coverage ratio and  consolidated EBIT to consolidated
interest expense ratio which begin March 2005. The fiscal 2004
minimum EBITDA levels are cumulative month amounts  beginning in
the second quarter of fiscal 2004.  The minimum EBITDA  threshold
for fiscal 2004 ranges from $1.8 million for the two months ending  
February 29, 2004 to $11.8  million for the nine months ending
October 2, 2004. We were in compliance with the EBITDA covenants
as of April 3, 2004, and had $13.2 million available for borrowing
under the Amended  Facility. While we believe our operating plans,
if met, will be sufficient to assure compliance  with the terms of
the Amended  Facility, there can be no assurances that we will be
in compliance through fiscal 2004.

"Our estimate of capital needs is subject to a number of risks and  
uncertainties that could result in additional capital needs that
have not been anticipated. An important source of capital is our
ability to generate positive cash flow from operations. This is
dependent upon our ability to increase revenues, to generate
adequate gross profit from those sales, to reduce excess
inventories and to control costs and expenses. Another important
source of capital is our ability to borrow under the Amended
Facility.  We have historically violated certain covenants in our
borrowing agreements, and to this point, we have been able to
obtain waivers from our lenders allowing us continued access to
this source of capital. However, there can be no assurances that
we will be able to obtain waivers from our lenders should a
violation occur in the future. If our actual revenues are less
than we expect or operating or capital costs are more than we
expect, our financial condition and liquidity may be materially
adversely affected.  We may need to raise additional capital
either through the issuance of debt or equity securities or
additional credit facilities, and there can be no  assurances that
we would be able to access the credit or capital markets for
additional capital.

"Our estimate of capital needs is subject to a number of risks and  
uncertainties that could result in additional capital needs that
have not been anticipated. An important source of capital is our
ability to generate  positive cash flow from operations. This is
dependent upon our ability to increase revenues, to generate
adequate gross profit from those sales, to reduce excess
inventories and to control costs and expenses. Another important
source of capital is our ability to borrow under the Amended
Facility. We have historically violated certain covenants in our
borrowing agreements, and to this point, we have been able to
obtain waivers from our lenders allowing us continued access to
this source of capital. However, there can be no assurances that
we will be able to obtain waivers from our lenders should a
violation occur in the future. If our actual revenues are less
than we expect or operating or capital costs are more than we
expect, our financial condition and liquidity may be materially
adversely affected. We may need to raise additional capital either
through the issuance of debt or equity securities or additional
credit facilities, and there can be no  assurances that we would
be able to access the credit or capital markets for additional
capital."


TUCSON ELECTRIC: S&P Rates $401M Secured Banking Facility at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating and a
recovery rating of '1' to Tucson Electric Power Co.'s (TEP;
BB/Watch Neg/--) $401 million secured banking facility, due June
2009. The 'BB+' rating is one notch higher than TEP's corporate
credit rating to reflect, together with the '1' recovery rating, a
high expectation of full recovery of principal in the event of a
default. The facility provides $60 million of revolving credit to
the utility for general corporate purposes, while the balance is
dedicated to supporting about $329 million in second mortgage,
tax-exempt variable-rate bonds.  

TEP's bank facility is secured by a second lien on TEP's plant,
excluding assets under capital leases and Springerville Unit 2.  
The facility restricts the utility to approximately $222 million
of first mortgage bonds, and to a total $650 million of first and
second mortgage bonds.  Collateral available to first and second
lien holders is more than $1 billion, providing second lien
creditors with substantial asset coverage. The facility's single
notch above TEP's corporate credit rating reflects both the
collateral coverage and the fact that second lien holders have a
junior claim on TEP's assets to those of first mortgage
bondholders.  

The facility places a number of restrictions on TEP. On a 12-month
basis, the ratio of consolidated EBITDA less capital expenditures
to interest must be at least 1.75x.  This ratio increases over
time.  Likewise leverage tests also apply that become more
restrictive over time. There are no ratings triggers associated
with the facility.

TEP is on CreditWatch with negative implications, reflecting
uncertainties related to the effort to take private TEP's parent,
UniSource Energy Corp.  The leveraged acquisition is being led by
a consortium led by Kohlberg Kravis Roberts & Co. (KKR) for $3
billion, including the assumption of about $1.9 billion of debt
and capital lease obligations.  

While the transaction will result in $260 million less of debt at
TEP, the acquisition would result in a net increase of $400
million of debt to UniSource's consolidated balance sheet.  On a
consolidated basis, UniSource's debt to total capitalization ratio
at year-end 2003 was 78%, including its net obligations on TEP's
capital leases.  Post-merger, consolidated capitalization is
forecast to increase to 80% in 2004, in contrast to the otherwise
projected 76%.  In 2003, the utility's adjusted cash coverage of
interest was just 2.6x, but has been improving steadily.  

The current credit ratings had assumed a sustained reduction of
TEP's financial obligations.  The company recently committed to
structurally separate or "ring fence" TEP from its weaker parent,
which may preserve the credit quality of the utility, despite the
additional leverage that is planned. The ACC could rule on the
acquisition as soon as the end of the summer.


UNITED AIRLINES: Congress Will Not Underwrite Failing Airlines
--------------------------------------------------------------
The Chairman of the U.S. House Aviation Subcommittee at a
Congressional hearing early this month on the health of the
aviation industry said that the federal government should be
willing to assist the industry in meeting some costs incurred by
federal security mandates, but that the government will not simply
underwrite failing airlines.

The Aviation Subcommittee received testimony from top officials
from six airlines, including three of the major legacy or network
airlines and three low-fare carriers, as well as the U.S. General
Accounting Office (GAO) and other aviation industry experts.

Since September 11, 2001, the airline industry has managed to
survive an unprecedented terrorist attack, as well as the
subsequent economic slowdown, a dramatic downturn in business
travel, a SARS epidemic, international conflicts, bankruptcies
and soaring fuel prices.

However, the industry has lost over $24 billion in that time
period.

To help ensure the industry's survival and maintain its vital role
in the U.S. economy, Congress has provided significant assistance
to the airlines.  This includes over $20 billion in the form of
cash, loan guarantees, direct reimbursements for security, tax
holidays, defined benefit pension reform and war risk insurance
coverage.  Some $5 billion was provided to airlines that suffered
losses from September 11th.  In addition, $3 billion was provided
to airlines for security mandates and $10 billion in the form of
loan guarantees.

         Subcommittee Sympathetic to Airlines' Concerns
     But Industry Must Take Steps to Ensure Its Own Survival

"Despite this amount of assistance, the financial condition of
some of our airlines is precarious at best," said U.S. Rep. John
Mica (R-FL), Aviation Subcommittee Chairman, at the hearing.

"We've had 10 airlines file for bankruptcy since 9/11 and it
appears that more may soon follow.

"The industry is leveraged to the max with over $100 billion in
debt.  Eleven of the 12 passenger carriers are rated 'junk bonds'
by Standard & Poor's.

"These heavy financial losses have translated into heavy job
losses not only for airline employees but the broader travel and
tourism sector as well.  In fact, airline jobs are at the lowest
level since 1996.

"Unfortunately some of the external factors leading to the sad
state of the industry have been out of the control of the airlines
and have been very difficult to deal with.  Older major legacy
carriers face the difficult challenges of labor costs, pension
commitments and overhead.

"The industry is trending toward - or actually is already - a low-
cost carrier industry.  On the bright side, in the past year five
of these low cost airlines made nearly $1 billion.

"In today's marketplace, those who fail to model a low-cost
carrier operation may not survive.  Congress cannot re-regulate
the airlines to save them from market competition.  However,
Congress has a responsibility to keep our airways unclogged, keep
passengers moving through security checkpoints, and sharing the
burden of security mandates.

"While Congress may assist the airlines with mandated security
costs and war risk insurance, let me make it clear that Congress
is not going to underwrite losing airline operations.

"Some of our airlines must either reduce their costs dramatically
or they will not survive," Mica said.

           Airline Executives Outline Industry Efforts
                 to Improve Financial Conditions

Representatives of the airlines outlined the various industry
obstacles they face and the measures they have taken and continue
to take to address their economic difficulties.

According to a joint statement submitted by Continental Airlines
Chairman and CEO Gordon Bethune and Northwest Airlines CEO Richard
Anderson, "The industry has responded aggressively to these
conditions, including dramatic workforce reductions, modified work
rules and benefits for employees and retirees, revised procurement
policies and procedures, fleet simplification plans and retiring
airplanes, deferred capital expenditures, streamlined and revised
distribution channels, and introducing new technologies.  Network
carriers also have revised scheduling and operating plans to
minimize hub operation costs.

"At this point, other than further workforce reductions or changes
to wage scales (to the extent they can even be negotiated), there
is little the industry can do to reduce costs. Furthermore,
certain costs cannot be controlled.  The run-up in fuel prices has
cost the industry close to $3 billion in 2004 and may not abate
sufficiently in 2005.

"Accordingly, Government policies will play a critical role in
determining whether the industry is able to achieve stability
and return to profitability.  Government policies should support
stability and growth, and permit airlines to attract needed
capital.

"Finally, Congress must not waiver from its determination that
aviation security is an essential component of national security;
however, it must now act consistently with that principle and
fully fund aviation security from general tax revenues."

The airlines testified that federal security mandates, including
the Federal Air Marshal program and the prohibition of freight and
mail carriage, are projected to result in over $500 million in
foregone airline revenues this calendar year.

Chairman Mica stated that Congress should provide assistance in
meeting these security costs to allow airlines to recover these
revenues.  He and other members of the Subcommittee also expressed
support for extending war risk insurance coverage for airlines.  
The War Risk Insurance program provides coverage for airlines when
commercial providers will not insure flights between the United
States and foreign high-risk areas.  The Department of
Transportation's War Risk Insurance program has saved the industry
$500-$750 million annually since 9/11.

      The Potential for Airlines to Earn the Large Profits
        of 1995-2000 Time Period Does Not Appear Possible

The Subcommittee also heard from aviation experts regarding the
prospects of recovery for the industry.  Experts that testified
indicated that returning the airline industry to profitability -
in its present form - will be difficult.

"Legacy airlines, burdened by significant costs of labor contracts
and pension plans negotiated during profitable years and an
extensive and costly network infrastructure, have found it
difficult to reduce costs quickly enough to become cost
competitive and restore profitability," said GAO's JayEtta
Hecker.

"Meanwhile, low-cost airlines are using their cost advantage to
expand their market share and challenge legacy airlines like
never before.

"Although airline industry traffic has recovered to pre-September
11th levels, profitability for legacy airlines has not, owing to
higher costs and weak fare growth.

"Three years of losses have left legacy airlines in a weakened
financial position with large debt and pension obligations looming
in the next few years.  The potential for airlines to earn the
large profits of 1995-2000 does not appear possible.

"Instead, the airline industry is being transformed into two
industries, profitable low-cost point-to-point airlines that
continue to grow and extend their reach into ever more markets,
and the major network legacy airlines that account for the vast
majority of the industry's losses.

"Although legacy airlines still control two-thirds of all domestic
traffic, possess profitable overseas routes, and have valuable
domestic route structure, until these airlines are able to bring
their unit costs closer to those of low-cost airlines and align
their services with fares that passengers are willing to pay for
'anywhere to everywhere' networks, they are unlikely to be able to
improve their financial condition," Hecker said.

"Unfortunately, there is no apparent solution to these problems
that will allow stakeholders to avoid sacrifice," said airline
industry analyst Garrett Chase.  "Niche strategies focusing on
business travelers are unlikely to be economically viable, at
least for the network airlines.  We believe that few economies of
scale exist in the industry.  Without verifiable economies of
scale, we are hard pressed to believe that consolidation is an
easy solution to the industry's current woes.

"The need for change on the part of the network airlines is
manifest in the financial position in which those carriers now
find themselves.  The industry must continue to reduce non-labor
unit costs where the carriers still suffer cost disadvantages to
the best low-fare carriers, but these carriers will likely need
to further reduce labor costs as well in order to remain viable
for the long-term.  While certain events could transpire to
change the timing or urgency of sacrifice (plummeting fuel prices
or a sudden revenue rebound among others), we see little chance
that sacrifice will not ultimately be necessary," Chase said.

             Oral Testimony of UAL CEO Glenn Tilton

     "Chairman Mica, Ranking Member DeFazio, and other members of
this distinguished Subcommittee, I appreciate the opportunity to
share with you United's views on the financial condition of the
U.S. airline industry . . . with a focus on the industry's self-
help initiatives."

     "United is the second largest airline in the world, serving
communities large and small across America and providing
connectivity to destinations around the globe.

     Economic Impacts of September 11th Are Still with Us
     ____________________________________________________

     "Mr. Chairman, the United family was directly and greatly
harmed by the terrorist attacks of September 11, 2001.  On that
day, we lost devoted crew members, passengers, family and
friends.

     "The 63,000 employees of United Airlines are profoundly
grateful to Congress for recognizing the severe financial impact
of this event and its long-term effects on the aviation industry.

     United's Platform
     _________________

     "The focus of my testimony today will be on the economic
self-help initiative United has taken since that time to address
the two most important issues facing our industry: costs and
competitive flexibility.  We knew it would take discipline and
hard work to reduce costs and gain the flexibility that a highly
competitive market demands.  We segmented our work on two
distinct tracks: restructuring our company and running an
excellent airline.

     Restructuring: Costs and Flexibility
     ____________________________________

     "The cardinal rules we set down for our restructuring are
very straightforward:

     -- Do it once; do it right; and never come back.  The
        results to date are that United's cost structure has gone
        from being among the highest, to being among the most
        competitive of the network carriers.

     -- By next year, we will reduce our annual costs by $5
        billion, or by more than 30 percent.  Both our employees
        and our business partners have helped make this possible.
        As part of their investment in United's future, our
        employees agreed to changes that deliver $2.5 billion in
        annual savings, including significant wage reductions, in
        some cases as much as 40 percent.

     -- The average wage growth for United over the next six
        years will be approximately one percent annually -- with
        no snap-back or wage re-openers.

     -- Our substantial work rule and scope changes give United
        the flexibility in our workforce and product portfolio
        that is critical to running a competitive business in
        this industry.

     "United can now respond quickly and effectively to both
market challenges and opportunities.

     "We have the competitive flexibility to deploy the right
product in the right market for our passengers, whether that
means United's mainline, Ted for leisure markets or United
Express for connections to regional communities.

     "Our business partners have contributed as well:

     -- We renegotiated contracts with suppliers, resulting in
        hundreds of millions of dollars in annual savings.

     -- Through fleet restructuring, we are on track to save $900
        million a year in aircraft ownership costs, a reduction
        of nearly 40 percent.

     -- Our United Express carriers agreed to new contracts that
        give them a fair margin while delivering $350 million in
        annual savings to United.

     -- We know that cost improvement must be continuous and
        ongoing.  We are constantly rethinking everything we do
        and becoming better, more efficient and less costly.
        This effort saved United an additional $500 million in
        2003 -- $175 million better than our plan -- and will
        deliver $900 million in annual savings by 2005.

     -- And we have targeted another $300 million in cost
        savings.

     "There has been much conjecture lately that the network
carriers are dinosaurs, dying off in competition with the so-
called low-cost carriers.  I believe that the future has room for
both models. But no single network carrier or LCC is guaranteed
survival.  The company that does the best work with the best
execution is the company that will win.  It is all about
execution.

     Running an Excellent Airline
     ____________________________

     "That brings me to the second track of our work: running an
excellent airline for our customers.

     "In 2003, United recorded the best full-year operational
performance in our history.

     "Customer satisfaction ratings and on-time performance at
United continue to break records.

     "Today, we are executing against a solid business plan that
is delivering results - a business plan that has been endorsed by
JPMorgan, Citigroup and BankOne through their firm commitment for
exit financing.

     "We also had United's plan independently rated.  The rating
agency's assessment agreed with the banks' - United's plan is
achievable with a high likelihood of success.

     "Our unit revenue was up 14 percent in the first quarter
2004, while our unit cost, excluding fuel, was down 14 percent.

     "In fact, were it not for the extraordinary fuel prices we
are currently experiencing, United would most likely be
profitable in this quarter.

     The Future
     __________

     "The work we have done to date has established a strong
platform for United.  But it is more than just a platform . . .
It is the foundation for change.  And we know we have much more
work to do.

     "We will focus on continuous cost improvement.

     "We will respond to today's incredibly challenging and
unpredictable marketplace.

     "We will apply the discipline and the rigor of our current
restructuring to the ongoing success of United.

     "And rest assured that United will always make safety and
security our foremost priorities.

     "Thank you."

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)   


UAL CORP: Names Margaret Houlihan Director -- Government Affairs
----------------------------------------------------------------
UAL Corporation (OTC BB: UALAQ.OB), parent of United Airlines,
named Margaret Houlihan its director of State and Local
Governmental Affairs.  In this role, she is responsible for
advancing and protecting United's commercial interests, as well as
educating elected officials about the company's efforts in Chicago
and in Illinois.  

Houlihan also is responsible for leading a team of governmental
affairs professionals located in United's other hub cities -
Denver, Los Angeles, San Francisco and Washington, D.C. Houlihan
is based in Chicago and reports to Mark R. Anderson, vice
president-Governmental Affairs, based in Washington, D.C.

"Margaret brings a wealth of knowledge and experience in
governmental affairs to our United team," said Anderson.  "Over
the years she has developed strong relationships throughout
Illinois and built a solid reputation as a savvy political
strategist, both of which will serve United well.  We are
delighted to welcome her on board."

Since 1988, Houlihan has held various roles within Illinois and
Chicago governments.  Most recently, she was the deputy chief
of staff-Intergovernmental Affairs for Illinois Governor Rod
Blagojevich, where she worked closely with other officials to
develop the governor's agenda on all key legislative initiatives
before the General Assembly.  Prior to that position, Houlihan
was director-Chicago for U.S. Senator Richard J. Durbin from 1997
until 2002.  In that role, she managed the senator's Chicago
operations and served as liaison to federal regional
administrators, district directors, labor unions and corporate
entities, among other responsibilities.  In 1995 and 1996,
Houlihan served as political director and deputy campaign manager
for Senator Durbin.  Prior to that campaign, she served as the
Cook County chief deputy recorder of deeds and as an aide to
Illinois House of Representatives Speaker Michael Madigan.

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: Inks Stipulation Settling Portion Of U.S. Bank Claim
----------------------------------------------------------------
U.S. Bank, National Association, as successor-in-interest to
State Street Bank and Trust Company and State Street Bank and
Trust Company of Connecticut, National Association, filed Claim
No. 3372 which included claims relating to Aircraft bearing Tail
Nos. N993HA, N994HA and N995HA.

To help clear the Claims Register, the Reorganized US Airways
Group Inc. Debtors entered settlement negotiations with U.S. Bank.  
In a stipulation, the parties agree that Claim No. 3372 is allowed
in part as a Class USAI-7 General Unsecured Claim:

               Tail No.             Allowed Amount
               --------             --------------
                N993HA                  $5,700,000
                N994HA                   5,700,000
                N995HA                   5,700,000
                                    --------------
                        Total          $17,100,000

The Stipulation does not affect any other claims included in
Claim No. 3372 relating to any other aircraft. (US Airways
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WEIRTON STEEL: Assumes & Sells Int'l Mill Contract to ISG Weirton
-----------------------------------------------------------------
At the May 18, 2004 hearing, the Weirton Steel Corporation
Debtors, ISG Weirton, Inc., and International Mill Service, Inc.,
informed the Court that the have reached an agreement pursuant to
which the Debtors will not reject the IMS Contract, but instead
will assume, assign and sell the IMS Contract to ISG Weirton.

Accordingly, Judge Friend authorizes the Debtors to assume,
assign and sell the IMS Contract to ISG Weirton, effective as of
May 17, 2004.  The total amount necessary to cure all defaults
existing under the IMS Contract as of the Petition Date is
$800,000.  The Court directs ISG Weirton to pay the IMS Cure Cost
to IMS without further delay.  ISG Weirton is also directed to
pay all postpetition claims of IMS arising on or prior to the
Closing Date under the IMS Contract. (Weirton Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WELLINGTON LEISURE: Taps Keen Realty To Market 5 More Facilities
----------------------------------------------------------------
Wellington Leisure Products, Inc. has retained Keen Realty, LLC to
market an additional five manufacturing facilities located in NC
and GA. Four of the five facilities are currently tenant occupied.
Keen is already marketing three other facilities in NC, SC and OH.
The facilities in NC and SC are subject to higher and better
offers. Wellington Leisure Products is a diversified manufacturer
of consumer and commercial products for the cordage, narrow woven
fabrics, home seasonal, and sporting goods markets. Wellington
filed for Chapter 11 protection in February 3, 2003 in the United
States Bankruptcy Court Middle District of Georgia.

"In light of the Bankruptcy, our client is a very motivated
seller. This sale presents an excellent opportunity for users and
investors to buy quality industrial facilities," said Mike Matlat,
Keen Realty's Vice President. "We are encouraging interested
parties to move fast, as the properties are expected to receive
offers quickly," Matlat added.

The properties consist of a 181,396 square foot tenant occupied
facility in Pilot Mountain, NC; a 108,319 square foot tenant
occupied facility in Eatonton, GA; a 313,950 and 57,000 square
foot tenant occupied facility in Madison, GA; a 146,664 square
foot tenant occupied facility in Greensboro, GA; a 102,000 square
foot facility in Batesburg-Leesville, SC (under contract); a
91,000 square foot facility in Granite Quarry, NC (under
contract); and a 224,000 square foot facility in Xenia, OH.

Founded in 1982, Keen Realty has had extensive experience solving
complex problems and evaluating and selling real estate, leases
and businesses in bankruptcies, workouts and restructurings. Keen
Realty, a leader in identifying strategic investors and that
needle in the hay stack for challenged properties, has consulted
with over 130 clients nationwide and evaluated and disposed of
over 200 million square feet of properties.

For more information regarding the auction of the facilities for
Wellington Leisure Products, please contact Keen Realty, LLC, 60
Cutter Mill Road, Suite 407, Great Neck, NY 11021, Telephone: 516-
482-2700, Fax: 516-482-5764, e-mail: krc2@keenconsultants.com
Attn: Mike Matlat.


W.R. GRACE: Wants To Assign Lease Agreements To Jay Peak
--------------------------------------------------------
The Grace Debtors lease a non-residential real property located at
5020 S. Cleveland Avenue, Ft. Myers, Florida, under a Prime Lease
dated March 31, 1983, between W. R. Grace Co.-Conn., then known as
W. R. Grace & Co., and Jay Peak, LLC, as predecessor-in-interest
to Douglas W. Maclay, John M. Rife, Jr., and Robert K. Carlin,
doing business as MRC Properties, Ft. Myers #1, a joint venture.  
Grace, in turn, subleases the property back to Jay Peak.

The annual rent payable by Grace to Jay Peak under the Prime
Lease is $114,670, and the annual rent payable by Jay Peak to
Grace under the Sublease is presently $135,000, increasing to
$144,000 for each of the applicable renewal options.

                    The Assignment Agreement

In April 2004, W. R. Grace & Co.-Conn. and Jay Peak signed an
Assignment and Assumption Agreement, under which:

       (a) Grace agreed to sell and assign to Jay Peak all of
           Grace's right, title and interest in the Prime
           Lease, the Sublease, and the Premises; and

       (b) Jay Peak promised to buy those interests for
           $274,359.17 in cash, accept the assignment, and
           assume Grace's obligations under the Prime Lease
           and Sublease.

The $274,359.17 represents the net present value, based on a
discount factor of just over 5% of the difference between:

       (1) the annual rent payable by Jay Peak to Grace
           under the Sublease; and

       (2) the annual amounts payable by Grace to Jay Peak
           under the Prime Lease.

The Debtors believe that the Assignment Agreement is warranted.  
The Debtors do not use the premises, and the premises are not
necessary for their reorganization efforts.  Instead, the Debtors
serve merely as a middleman by leasing the premises from Jay Peak
and simultaneously subleasing it back to Jay Peak.  The
Assignment Agreement will allow the Debtors to relieve themselves
from the administrative burdens and financial risks associated
with serving as the middleman in this structure, while recouping
the present value of the differential between the amounts the
Debtors are owed by Jay Peak over the remainder of the Sublease,
and the amounts the Debtors owe Jay Peak over the remaining term
of the Prime Lease.

Accordingly, the Debtors ask the Court for permission to assign
the Prime Lease and the Sublease to Jay Peak.

There are currently no defaults under the Prime Lease or
Sublease, so the net amount will accrue to the benefit of the
Debtors' estates.  (W.R. Grace Bankruptcy News, Issue No. 64;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Mark Hopkins Joins Conway & Co. as Senior Managing Director
-------------------------------------------------------------
Conway, Del Genio, Gries & Co., LLC (CDG), an independent
financial advisory firm specializing in restructuring, mergers and
acquisitions, and crisis and turnaround management, announced that
Mark A. Hopkins has joined the firm's restructuring practice as a
senior managing director.

With 20 years of restructuring experience, Mr. Hopkins specializes
in providing financial advisory services to lenders and companies
in troubled credit situations.  He also has extensive experience
in strategic planning, business consulting, mergers and
acquisitions and corporate finance.  Prior to joining CDG, Mr.
Hopkins was a managing director with Ernst & Young Corporate
Finance LLC in New York.

Mark Hopkins brings to CDG an outstanding background as a
financial adviser and restructuring specialist and a well-deserved
reputation for relationship building and client service,said
Robert P. Conway, chairman of the firm. His expertise in working
and negotiating with all parties-in-interest to resolve complex
credit issues is an excellent fit with CDGs approach to serving
clients.  In addition, his experience in a wide range of
industries including communications and wireless, energy and
power, manufacturing, real estate and construction, and shipping
and transportation will complement our existing capabilities.

While at Ernst & Young, Mr. Hopkins represented creditors of such
companies as Arch Wireless, Lykes Brothers Steamship Co., Olympia
& York Companies, Parmalat, Trizec Hahn, USGen New England and a
number of other successfully restructured public companies.  He
also represented Intermedia Communications, NationsRent,
MobileMedia Communications, Paging Network, The Rockefeller Group
and others.

C. Edward Baker, Jr., chairman and chief executive of Arch
Wireless, said, I have worked with Mark on a number of
transactions and each time he has served all of the constituents
well.  In addition to his knowledge of our industry, Mark has an
impressive intellectual capacity to analyze problems, work through
the process and develop solutions that benefit all parties.

Peter L. Borowitz, a partner in the corporate practice of
international law firm Debevoise & Plimpton, LLP, added, Marks
brilliance and savvy have placed him in the top rank of financial
advisers assisting institutional lenders in bankruptcies and
workouts.  His move to CDG instantly puts the firm on a very short
list of financial advisers to which US insurance companies will
turn with great confidence in connection with creditorsrights
matters.

Prior to Ernst & Young, Mr. Hopkins was with Bank of America NT
and SA for more than nine years in both a credit and corporate
finance marketing capacity, specializing in international shipping
finance.  In 1985, he was assigned to the banks Special Assets
Group, which handled loan restructuring and workouts, where he led
loan renegotiations.  In 1989, as head of Global Shipping Finance,
he was responsible for revising the banks shipping finance policy
and reviewing all credit and workout recommendations.

A native of Essex, England, Mr. Hopkins earned an M.A. Hons. in
chemistry from Merton College, Oxford University.  He is also a
graduate of Sherborne School in Dorset, England, and is an active
member of its alumni association, the Old Shirburnian Society.

Conway, Del Genio, Gries & Co., LLC is a New York-based financial
advisory firm specializing in restructuring, mergers and
acquisitions, and crisis and turnaround management.  CDG provides
each client with the best thinking from independent, senior-level
professionals, whether advising on a complex financial
restructuring, identifying and negotiating a merger or
acquisition, or providing hands-on management in a turnaround.  
CDG represents public and private companies, lenders and boards of
directors.


* Wagenfeld Levine Adds Ana Castro & Gissell Jorge to Miami Office
------------------------------------------------------------------
Wagenfeld Levine, a multi-state insurance defense practice with
offices in Miami, St. Louis and Philadelphia, announced that
attorneys Ana M. Castro and Gissell Jorge have joined its Miami
office.

"Both Ms. Castro and Ms. Jorge are talented litigators with
experience in both pre-trial preparation of cases and actual trial
presentation. They both have consistently delivered successful
results for their clients," said Edward Levine, managing partner.
"Their addition makes our firm's already strong litigation
capabilities even stronger."

Castro, an accomplished litigator, joins the firm as a partner.
Throughout her carrier she has represented Fortune 1000 and
insurance carriers in workers compensation actions, tackling
technically complex matters. Castro was formerly an associate with
Marlow, Connell, Valerius, Abrams, Adler & Newman in Miami. She
earned her bachelor's degree in psychology from the University of
Florida and her juris doctor from the University of Miami. She
will continue her practice as part of the firm's Workers
Compensation Practice Group. "Her clients love her because she is
aggressive, and makes client communication a priority," added
Levine.

Jorge, who is fluent in Spanish, was formerly with the staff
attorney's office of The Standing Chapter 13 (Bankruptcy) Trustee
Nancy N. Herkert in Miramar. In that role, she was responsible for
review and confirmation of Chapter 13 bankruptcy plans filed in
the Southern District of Florida, as well as drafting, presenting
and arguing motions, objections and memos of law before the U.S.
Bankruptcy Court. She had formerly been with the in-house legal
department for Eastern Financial Federal Credit Union in Miramar.
Jorge earned her bachelor of arts at Florida International
University and her juris doctor from Nova Southeastern University.
She will practice in the firm's General Liability Practice Group.

Wagenfeld Levine concentrates its practice in representation of
self-insured and large retention entities. The three-office firm
has a total of 25 attorneys and 42 employees.


                           *********

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

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

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

                          *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***