TCR_Public/040628.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, June 28, 2004, Vol. 8, No. 130

                           Headlines

AAIPHARMA: First Quarter 2004 Net Loss Balloons to $49.6 Million
ADELPHIA COMMS: Court Approves Traub Bonacquist's Employment
ALLIED WASTE: Releasing Second Quarter 2004 Results on July 27
AMERISOURCEBERGEN: Fitch to Monitor Impact of OIG Investigation
AVOTUS CORP: Appoints Stephen Massel as Chief Financial Officer

BELDEN & BLAKE: Agrees to Sell Trenton Black River Assets
BRAHMACOM INC: Case Summary & 16 Largest Unsecured Creditors
BRIAZZ: Wants Until July 2 to File Bankruptcy Schedules
BSI HOLDINGS: Court Sets July 1 as Plan Voting Deadline
CKE RESTAURANTS: S&P Revises Ratings Outlook to Positive

COMPRESSCO: Tetra Tech. to Acquire Company for $93.5 Million Plus
CORNELL COMPANIES: Secures New $60M Senior Secured Credit Facility
DB COMPANIES: Asks to Hire FTI Consulting as Crisis Managers
ENDURANCE SPECIALTY: Will Release 2nd Quarter Results on July 26
ENRON CORP: Court Okays Margaux Financing Settlement Agreement

FEDERAL-MOGUL: Court Extends Removal Period to October 1, 2004
FIBERMARK: Creditors Have Until July 29 to File Proofs of Claim
FLEMING COMPANIES: Agrees to Resolve UFCW Local 1444 Claims
FLEMING COS: Court Sets July 2 As Plan Objection & Voting Deadline
FRANKLIN CAPITAL: Ault Glazer's Milton Todd Joins Board

FUN-4-ALL: Section 341(a) Meeting Slated for July 14, 2004
HARDCORE COMPOSITES: Case Summary & Largest Unsecured Creditors
HEATH CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
HOLLINGER INTERNATIONAL: Selling Joint Venture Interests To Trump
HOLLINGER INT'L: Commences Cash Tender Offer for 9% Senior Notes

HORIZON LINES: S&P Assigns B+ Corporate Credit Rating
HIGHWOODS PROPERTIES: Renews Two Leases with AT&T in Raleigh
INTERCEPT INC: Adjourns Annual Shareholders Meeting to Sept. 14
IVOICE.COM INC: Needs More Cash to Fund Operations
KERZNER INTERNATIONAL: S&P Lowers Corporate Credit Rating to BB-

KITCHEN ETC: U.S. Trustee Appoints 5-Member Creditors' Committee
LSP BATESVILLE: S&P Junks $326 Million Senior Secured Bond Rating
MAXCO INC: Rehmann Robson Replaces Ernst & Young As Accountants
MILLENIUM ASSISTED: First Creditors Meeting Commences July 19
MILLENIUM ASSISTED: Gets Nod to Hire Ravin Greenberg as Counsel

NATIONAL CENTURY: Court Disallows Contractual Note Claims
NEWFOUND LAKE MARINA: Case Summary & Largest Unsecured Creditors
NEW WEATHERVANE: Gets Extension Until July 18 to File Schedules
NEXTEL COMMS: Fitch Raises Senior Unsecured Debt Rating to BB+
NORTHWEST TIMBERLAND: List of 20 Largest Unsecured Creditors

NTG CLARITY: Discloses New Board of Directors
OMI CORP: Selling 2,000,000 Shares to an Institutional Investor
ORION TELECOMMS: Looks to SSG Capital for Financial Advice
PALMSOURCE INC: Reports $2.9 Million Fourth Quarter Net Loss
PARMALAT USA: Court Fixes July 9, 2004 Claims Bar Date

PEGASUS: U.S. Trustee Appoints Creditors' Committee Members
PENTON MEDIA: Restructures Leadership Structure for Growth
PER-SE TECHNOLOGIES: Prices $100MM 3.25% Convertible Debt Offering
POLO BUILDERS: Case Summary & 20 Largest Unsecured Creditors
POSITRON: May File for Bankruptcy if Unable to Meet Cash Needs

RCN CORP: Taps Bankruptcy Services LLC As Claims & Noticing Agent
RED HAT: S&P Gives 'B' Rating to Corporate & Senior Unsecured Debt
SAFETY-KLEEN CORP: Court Extends Service Deadline to July 25
SATCON TECHNOLOGY: Auditors Express Going Concern Uncertainty
SCHLOTZSKY'S INC: Retains Trinity Capital for Advisory Services

SCHUFF INTERNATIONAL: Further Extends Tender Offer to July 29
SELAS CORP: Sells Pennsylvania Property for $3.5 Million Cash
SOLA INT'L: Publishes Fourth Quarter & Fiscal Year 2004 Results
SOLECTRON CORPORATION: Fitch Affirms Low-B Senior Debt Ratings
SOLUTIA: Court Okays Jefferies As Committee's Financial Advisors

STANADYNE: Kohlberg Buyout Agreement Prompts S&P's Negative Watch
STRATOS INT'L: Retains CIBC World to Explore Strategic Options
TANGO CORP: Demands Immediate Delisting From Berlin Stock Exchange
UAL CORPORATION: Records $93 Million Net Loss in May 2004
UNITED AIRLINES: Court Authorizes Settlement With Mae Entities

UNOVA INC: S&P Raises Corporate & Sr. Unsecured Debt Ratings To B+
VILLA ST. MICHAEL: Handwerger Cardegna Serves as Accountants
WILSONS THE LEATHER: Shareholders OK $35 Million Equity Financing
WESTPOINT STEVENS: Court Approves Suntrust Lease Settlement Pact

* BOND PRICING: For the week of June 28 - July 2, 2004

                           *********


AAIPHARMA: First Quarter 2004 Net Loss Balloons to $49.6 Million
----------------------------------------------------------------
aaiPharma Inc. (Nasdaq: AAIIE), a science-based pharmaceutical
company, reported financial results for the quarter ended March
31, 2004 and filed amended quarterly reports on Form 10-Q for the
first three quarters of 2003.

Net revenues for the first quarter of 2004 increased almost 11%,
to $54.2 million from $49.0 million in the first quarter of 2003.
Net revenues from our pharmaceutical product business were
essentially flat at approximately $25 million compared to the
first quarter of 2003. Product revenues in the quarter were
negatively impacted by declining sales of our Darvon(R),
Darvocet(R) and Brethine(R) product lines due primarily to the
amounts of these products in the distribution channel. Partially
offsetting these decreases were contributions from Roxicidone(R)
and Oramorph(R)SR, which were acquired last year. Net revenues
from the Company's development services business increased 21% in
the first quarter of 2004 to $24.4 million, from $20.2 million in
2003. This increase was principally attributable to higher demand
for aaiPharma's analytical and clinical development services.

"We have been through a great deal over the recent past," said
Dr. Fred Sancilio, Executive Chairman and CEO of aaiPharma.
"However, with the filing of the amended Form 10-Qs for 2003 and
the planned filing of the Form 10-Q for the first quarter of 2004
tomorrow, we will be up-to-date with our SEC periodic reporting
requirements. While the Company is presented with challenges, we
have clearly identified the tasks before us. I know I speak for
the entire management team when I say we are realistic about the
challenges that lie ahead, but are confident about the future."

In the first quarter of 2004, the Company recorded a net loss of
$49.6 million, or $1.74 per diluted share, compared with a net
loss of $2.5 million, or $0.09 per diluted share, in the first
quarter of 2003. The Company's quarterly results were impacted by
an operating loss of $43.9 million. This was primarily a result of
the $31 million expense recorded in the first quarter relating to
a contingent payment that became due in connection with the
Company's M.V.I.(R) product line as well as substantially higher
selling, general and administrative expenses. The Company's
amended M.V.I.(R) acquisition agreement with AstraZeneca included
a potential contingent payment depending on FDA approval of a
product reformulation being carried out by AstraZeneca. The
conditions to this contingent payment were satisfied in the first
quarter of this year, which fixed the Company's liability for this
payment at $31.5 million. This obligation was recorded as a
liability on the Company's balance sheet and expensed in the
Company's income statement in the first quarter of 2004. The
M.V.I.(R) product line was subsequently sold in the second quarter
of 2004, and the Company will record a gain on the sale of
approximately $37 million in the second quarter that will more
than offset the amount of the first quarter charge of $31.0
million.

Selling expenses increased by $5.3 million over the same period in
2003, with $3.6 million of these expenses related to payments to a
sales force contracted from Athlon Pharmaceuticals. During the
second quarter, the Company terminated the contract covering this
sales force and has initiated litigation against Athlon regarding
this contract. The increase in general and administrative expenses
included approximately $3.2 million in expenses for professional
fees related to the recent independent investigation by a special
committee of the Company's Board of Directors, as well as
additional product liability insurance costs for products
purchased in the fourth quarter of 2003. Research and development
expenses were $6.4 million in the quarter due to project spending
on the Prosorb-D(TM) pain management product and the transfer of
manufacturing of our Darvon(R) and Darvocet(R) products to our
facilities.

On June 21, 2004, the Nasdaq Stock Market notified the Company
that its listing qualifications panel has determined to continue
the listing of the Company's common stock, on condition that we
file the amended Form 10-Qs for the first three quarters of 2003
and the Form 10-Q for the first quarter of 2004 by June 30, 2004,
provide NASDAQ with additional information, and file on a timely
basis all periodic reports for reporting periods ending on or
before June 30, 2005. The Company intends to comply with these
conditions.

               Strategic Initiatives Announced

Dr. Sancilio continued, "For the near-term, we have two specific
tasks. Our first priority calls for strict attention to cash flow.
Secondly, we will reduce our G&A expenses to align them with our
current revenue base, more focused product portfolio and R&D
efforts."

Subsequent to the end of the first quarter, the Company secured a
two-year, $140 million senior credit facility and obtained waivers
of all existing defaults under its senior subordinated notes.
Subject to matters described in its recent annual report on Form
10-K, the Company believes that securing this facility and these
waivers will provide adequate cash flow to meet anticipated
capital expenditure and working capital needs. In addition, the
Company is exploring the sale of certain non-revenue generating
assets.

aaiPharma is also implementing significant cost-cutting
initiatives. Elements of this planned program include:

     -- The refocusing of the Company's pharmaceutical sales force
        to focus on hospitals and pain management centers.

     -- An expected reduction in the size of the Company's global
        workforce to realign its structure with its current
        revenue base, more focused product portfolio and current
        R&D efforts.

"While difficult, these steps are necessary as we refocus the
Company," Dr. Sancilio stated. "Looking ahead, our plans call for
us to aggressively market our scientific, technical and regulatory
skills to other companies that seek to develop new drugs or line
extensions. We will also seek to expand our drug portfolio with
products or line extensions that show great promise. Proprietary
products that lie beyond our chosen scope will be candidates for
co-marketing and co-promotion by independent marketing partners,
while our own sales force will market and sell our products and
those of third parties to hospitals and pain management centers,
enhancing our productivity. We believe that the cost savings and
efficiencies that we will gain from these initiatives will help to
position the Company to return to normal operations in 2005."

                    About aaiPharma Inc.

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

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

The outlook on aaiPharma is negative.

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

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


ADELPHIA COMMS: Court Approves Traub Bonacquist's Employment
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Adelphia Communications (ACOM) to employ Traub,
Bonacquist & Fox, LLP, nunc pro tunc to April 15, 2004.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, LLP, in
New York, relates that recently, the ACOM Debtors sought the
Court's authority to abandon potential avoidance actions that
might otherwise be prosecuted against certain entities.  As the
statutory deadline by which the avoidance actions must be brought
in their Chapter 11 cases is approaching, the ACOM Debtors
require the assistance of special litigation counsel to analyze
transfers, commence and prosecute actions, and secure tolling
agreements.

In this regard, the ACOM Debtors selected Traub, Bonacquist &
Fox, LLP, as special litigation counsel because of its extensive
experience in handling avoidance actions and its cost-effective
compensation structure.  The ACOM Debtors also determined that
the use of special litigation counsel for limited purposes will
be more efficient, both in terms of cost and resources, than to
use the services of one of their employed professionals.

Traub Bonacquist has extensive expertise in creditors' rights and
bankruptcy law, including bankruptcy litigation, and,
specifically, the litigation of avoidance actions in Chapter 11
cases.

The ACOM Debtors propose to compensate Traub Bonacquist based on
its hourly rates, which are subject to periodic, ordinary-course
adjustments:

        Attorneys                             $260 - 635
        Legal Assistants & support staff        75 - 150

The firm will also be reimbursed for actual and necessary
expenses incurred.

To the extent that the ACOM Debtors instruct Traub Bonacquist to
commence one or more of the Avoidance Actions, then in lieu of
its ordinary and customary hourly rate for services rendered from
and after the date the Avoidance Actions are commenced, the
firm's compensation will be modified.  If the aggregate amount
sought in the Commenced Avoidance Actions is:

   (a) between $0 and $15,000,000, then Traub Bonacquist will
       continue to be compensated at 100% of its current hourly
       rate;

   (b) between $15,000,000 and $30,000,000, then Traub Bonacquist
       will be compensated at 70% of its current hourly rate,
       plus 10% of the Net Recovery to the Estate;

   (c) between $30,000,000 and $45,000,000, then Traub Bonacquist
       will be compensated at 60% of its current hourly rate,
       plus 20% of the Net Recovery to the Estate; and

   (d) greater than $45,000,000, then Traub Bonacquist will be
       compensated by an amount equal to the greater of:

          (i) 60% of its current hourly rate; or

         (ii) a contingency fee of 25% of the Net Recovery to the
              Estate.

Traub Bonacquist will be reimbursed for its expenses.  If the
ACOM Debtors direct Traub Bonacquist to dismiss one or more of
the Commenced Avoidance Actions, for purposes of determining
Traub Bonacquist's compensation, the aggregate amount sought in
the Withdrawn Actions will not be excluded from the calculation.

If the aggregate amount sought in the Commenced Avoidance Actions
is greater than $100,000,000, then Traub Bonacquist and the ACOM
Debtors will in good faith negotiate an appropriate modification
to Traub Bonacquist's compensation structure for those matters
above the $100,000,000 threshold.  The modification will not
result in Traub Bonacquist being compensated in an amount less
than 10% of the Net Recovery to the Estate.  Any compensation
modification will be subject to further approval of the
Bankruptcy Court.

Paul Traub assured the Court that Traub Bonacquist has not
represented and has no relationship with:

   (1) the ACOM Debtors;

   (2) their creditors or equity security holders;

   (3) any other parties-in-interest in ACOM's Chapter 11 cases;

   (4) their attorneys and accountants; or

   (5) the United States Trustee or any person employed in the
       Office of the United States Trustee, in any matter
       relating to these cases.

Mr. Traub further informs the Court that Traub Bonacquist's
attorneys do not hold or represent an interest adverse to the
estate relating to the matters for which they sought to be
retained.(Adelphia Bankruptcy News, Issue No. 62; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ALLIED WASTE: Releasing Second Quarter 2004 Results on July 27
--------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE:AW) announced that it will
report financial results for the second quarter ended June 30,
2004 after the close of the stock market on Tuesday, July 27,
2004. The Company has scheduled a conference call to discuss these
results on July 27, 2004 at 5:00 p.m.

To listen to the call, please dial 484-630-4132 approximately 10
minutes prior to the start of the call and ask the operator for
the Allied Waste conference call. To hear a simulcast of the call
over the internet, access the Home page of the Allied Waste
website at http://www.alliedwaste.com/  

An on-line replay will be available after 7:00 p.m. July 27, 2004
and be accessible 24 hours a day through 5:00 p.m. August 9, 2004.

                    About the Company

Allied Waste Industries, Inc., is the second largest, non-
hazardous solid waste management company in the United States,
providing non-hazardous waste collection, transfer, disposal and
recycling services to approximately 10 million customers. As of
March 31, 2004, the Company operated 312 collection companies, 164
transfer stations, 166 active landfills and 57 recycling
facilities in 37 states.

As reported in the Troubled Company Reporter's June 25, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Allied Waste Industries Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings,
including the 'BB' corporate credit rating, on the company. About
$8 billion of debt is outstanding.

"The outlook revision is based on progress in debt reduction and
Standard & Poor's expectations of further material improvement to
the financial profile in the intermediate term," said Standard &
Poor's credit analyst Roman Szuper. "The rating action is also
supported by the emerging benefits of a recovering economy and
management's commitment to further deleveraging and achieving
stronger credit protection measures," the analyst added.


AMERISOURCEBERGEN: Fitch to Monitor Impact of OIG Investigation
---------------------------------------------------------------
Fitch Ratings does not expect an immediate change in the ratings
or Rating Outlook for AmerisourceBergen, Corp. following the
company's announcement that the Office of the Inspector General of
the U.S. Department of Health and Human Services has accused a
company subsidiary of violating anti-kickback statutes. According
to ABC, the OIG is alleging that the company's PharMerica
DrugSystems, Inc. subsidiary's acquisition of an institutional
pharmacy in 1997 constituted an unlawful payment, as the OIG
alleges that the transaction price was improperly based on
potential Medicaid revenue streams. PDSI is a subsidiary of ABC
subsidiary PharMerica, Inc., which generated approximately
$1.6 billion in sales in 2003.

The OIG is seeking civil penalties of $200,000 and statutory
damages of $21.6 million and PDSI's exclusion from Medicaid,
Medicare, and all federal reimbursement programs. ABC, for its
part has denied the charges and has indicated that it intends to
defend itself. ABC further states that any resolution of the
charges would not have a material negative financial impact.

Fitch notes that OIG investigations can frequently be protracted
affairs, and assumptions regarding a final outcome would be
premature at this time. As such, Fitch does not expect there to be
an immediate impact on ABC's creditworthiness or ratings. The
monetary amounts cited, should they ultimately be paid, would not
result in a material impact on the company's credit profile,
especially given the company's liquidity. Additionally, while
Medicare/Medicaid revenues likely constitute a significant portion
of PDSI revenue, the subsidiary itself only represents a small
percentage of PharMerica's total revenues, and the loss of such
revenues may ultimately be recaptured by other ABC subsidiaries.
However, Fitch will actively monitor the situation with regard to
the ultimate credit implications as the charges are pursued and as
the company responds.

ABC's current ratings are as follows:

               --Bank credit facilities 'BBB-';
               --Senior unsecured debt 'BBB-';
               --Subordinated debt 'BB+'.
          
The Rating Outlook is Stable.

For the last twelve months ended March 31, 2004, ABC's coverage
was 7.5 times (x) and leverage was 1.7x. Total debt at March 31,
2003 was approximately $1.7 billion; however, subsequent to the
close of the company's fiscal second quarter ABC called its $300
million, 7.8% trust originated preferred securities, reducing
current debt to approximately $1.4 billion. Free cash flow  was
$254 million in FY 2003. ABC's liquidity position includes an
approximately $2.05 billion availability through various liquidity
sources, including $1.05 billion in revolving bank facilities and
a $1.0 billion accounts/receivable securitization.


AVOTUS CORP: Appoints Stephen Massel as Chief Financial Officer
---------------------------------------------------------------
Avotus(R) Corporation (TSX Venture: AVS) announced that Stephen W.
Massel, CA, CMA, has been appointed chief financial officer of
Avotus, reporting to President and CEO, Fred Lizza. The
appointment follows Massel's three-month assignment as interim
CFO.

"We are pleased to welcome Stephen to our senior staff," commented
Lizza. "In the short time that we've worked together, Stephen has
already contributed to the business substantially. He learned our
business very quickly, and is an integral part of our executive
team providing strategic and financial guidance as Avotus
continues to grow. His various experiences in different industries
around the globe combined with his focus on results have already
shown great benefit to Avotus. Stephen has earned this position
through his results, and we're very happy to have him join Avotus
as our CFO."

Massel previously served as both president of LaCoste & Romberg
(L&R) of Austin, Texas, and CFO of L&R's parent company, LaCoste
Romberg Scintrex Inc. of Concord, Ontario. L&R and LRSI are
manufacturers of sensors for the mining, oil, and gas industries.
After first serving as a consultant to LRSI, in only three years,
he rose to the top position at L&R leading them to profitability
through improved product quality and cost containment. Massel also
revamped strategic planning, budgeting and reporting functions and
was involved in mergers & acquisition activities.

Massel's other previous experience includes, consultant to the
City of Toronto, CFO of Battery Technologies Inc., consultant to
Algorithmics Incorporated, CFO of Lorus Therapeutics Inc.,
director of taxation and treasury for Baxter International Inc.'s
Canadian subsidiary and audit manager for Ernst & Young. Massel is
a Chartered Accountant and a Certified Management Accountant. He
resides in Woodbridge, Ontario.

                         About Avotus

Avotus provides solutions that dramatically reduce the cost and
complexity of enterprise communications. Intelligent
Communications Management(TM) is Avotus' unique model for a
single, actionable environment that enables any company to bring
together decision-critical information about communications
expenses, infrastructure, and systems usage.

At December 31, 2003, the company's balance sheet shows a working
capital deficit of about C$15 million while net capital deficit
tops C$16.8 million.

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


BELDEN & BLAKE: Agrees to Sell Trenton Black River Assets
---------------------------------------------------------
Belden & Blake Corporation announced that it has executed a Letter
Agreement with a third-party buyer, pursuant to which Belden &
Blake will sell substantially all of the Company's Trenton Black
River assets. The assets are located primarily in New York,
Pennsylvania, Ohio and West Virginia. The transaction is expected
to close before the end of June.

                      About the Company

Belden & Blake Corporation engages in the exploration, development
and production of natural gas and oil, and the gathering of
natural gas in the Appalachian and Michigan Basins.

Randall & Dewey, an oil and gas strategic advisory and consulting
firm based in Houston, Texas, acted as advisors to Belden & Blake.

                       *     *     *

As previously reported in the Troubled Company Reporter,
March 30 ,2004 issue, Standard & Poor's Ratings Services placed
its 'CCC+' corporate credit rating and 'CCC-' subordinated debt
rating on Belden & Blake Corp. on CreditWatch with developing
implications.

"The rating action follows the announcement that Belden,
controlled by the Texas Pacific Group (TPG), is pursuing
'strategic alternatives', including the sale of the company," said
Standard & Poor's credit analyst Paul B. Harvey. "An acquisition
by or merger into another corporation could be favorable for its
ratings," he continued. Either an acquisition by or merger into
another corporation could provide better access to capital and an
answer to Belden's looming $225 million subordinated debt
maturity in 2007, repayment or refinancing of which is currently
questionable due to the company's limited cash generation. Despite
Belden's improved liquidity during 2003, Standard & Poor's remains
extremely concerned about the approaching $225 million debt
maturity in 2007, preventing any near-term ratings improvement
without a solid plan for refinancing the notes. If unable to
attract a suitable offer, Belden would be faced with the prospect
of refinancing the $225 million subordinated notes over the medium
term, when financial markets might not be as receptive to deep
high-yield debt. Standard & Poor's will monitor the situation at
Belden and review the effect of any action taken by the company
when it becomes known.


BRAHMACOM INC: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brahmacom, Inc.
        32 Wexford Street
        Needham Heights, Massachusetts 02494

Bankruptcy Case No.: 04-15243

Type of Business: The Debtor is a rapidly-growing community
                  telephone company that provides low-priced,
                  next generation communications services to
                  small business and residential customers.
                  See http://www.brahmacom.com/

Chapter 11 Petition Date: June 22, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Mauser & Mauser
                  180 Canal Street
                  Boston, MA 02114
                  Tel: 617-720-5585

Total Assets: $175,686

Total Debts:  $1,119,113

Debtor's 16 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Verizon                       Utility Services          $512,000
125 High Street, Rm. 465
Boston, MA 02110

Lucent Technologies           Equipment                 $280,000
2500 West Utopia Road
Phoenix, AZ 85027

Data Connections              Switch equipment          $185,288

The Rye Inc.                                            $100,000

John Keener                                              $25,000

AFC                           Demo equipment             $18,102

Network Plus                                             $15,800

Sullivan and Worcester                                    $3,850

Intelispace                                               $3,171

Primal Technologies                                       $1,500

Internal Revenue Service      Excise tax                  $1,200

Nstar Electric                                              $743

Nextel Communications                                       $483

Nstar Gas                                                   $317

Internal Revenue Service      2003 Form 720 taxes           $314

Internal Revenue Service      Employment taxes           Unknown

Mass DCR                      Employment taxes           Unknown


BRIAZZ: Wants Until July 2 to File Bankruptcy Schedules
-------------------------------------------------------
Briazz, Inc., asks the U.S. Bankruptcy Court for the Western
District of Washington for more time to prepare and file its
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).

The Debtor reports that it needs additional time to collect,
process and finalize information from each of its 42 retail cafes.  
The Debtor tells the Court it can prepare and file its Schedules
and Statements by July 2, 2004.  

The Debtor points out that the Section 341(a) creditors' meeting
is not until July 14, 2004. Therefore, the extension will allow
creditors and parties-in-interest sufficient time to review the
Debtor's schedules prior to the meeting.

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.


BSI HOLDINGS: Court Sets July 1 as Plan Voting Deadline
-------------------------------------------------------
BSI Holding Co, Inc., its debtor-affiliates and their Official
Committee of Unsecured Creditors filed a Modified Consolidated
Joint Plan of Liquidation together with the U.S. Bankruptcy Court
for the District of Delaware.  The plan proponents now ask the
Court to confirm that plan.  

The court has set July 1, 2004 at 4:00 p.m. as the deadline for
filing confirmation objections.  Objections must be served on:

Counsel to the Debtors:             Co-counsel to the Debtors:
Goodwin Procter, LLP                Pepper Hamilton, LLP
Exchange Place                      Hercules plaza  
Boston, Massachusetts 02109         Suite 5100
Attn: Michael J. Pappone, Esq.      1313 North Market Street
                                    Wilmington, Delaware 19801
                                    Attn: David M. Fournier, Esq.

Counsel to the Committee:           Co-counsel to the Committee:
Kronish Lieb, Weiner & Hellman, LLP The Bayard Firm, P.A.
1114 Avenue of the Americas         222 Delaware Avenue
47th Floor                           Suite 900
New York, NY 10036                  Wilmington, DE 19801
Attn: Jay R. Indyke                 Attn: Neil B. Glassman, Esq.

Office of the U.S. Trustee:
For the District of Delaware
844 King Street
Suite 2207
Wilmington, Delaware 19801
Attn: David M. Klauder, Esq.

The court has also set the deadline for creditors to cast their
ballots accepting or rejecting the plan.  The deadline is July 1,
2004 at 4:00 p.m., and ballots must be delivered to:

                    BSI Holding Co., Inc.
                    c/o The Altman Group
                    60 East 42nd Street, Suite 405
                    New York, NY 10165

Copies of the plan and the disclosure statement may be obtained at
http://wwww.altmangroup.com/bobstores

A hearing to consider the confirmation of the plan is set by the
court on July 8, 2004 at 9:30 a.m. before the Honorable Louis H.
Korneich at the U.S. Bankruptcy Court.

A retail clothing chain headquartered in Meriden, Connecticut, BSI
Holding Co., Inc., formerly known as Bob's Stores, Inc., and its
affiliates, filed for chapter 11 protection on October 22, 2003
(Bankr. Del. Case No. 03-13254).  Adam Hiller, Esq., at Pepper
Hamilton and Michael J. Pappone, Esq., at Goodwin Procter, LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed debts
and assets of more than $100 million.


CKE RESTAURANTS: S&P Revises Ratings Outlook to Positive
--------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
CKE Restaurants Inc. to positive from stable. All ratings,
including the 'B' corporate credit rating, were affirmed.

"The outlook revision is based on improving operating trends at
the company's Hardee's brand and continued strong performance at
its Carl's Jr. brand, which have strengthened credit measures,"
explained Standard & Poor's credit analyst Robert Lichtenstein.
"Standard & Poor's expects credit measures to continue to improve,
given better operating trends and easier year-over-year
comparisons." Same-store sales in the first quarter of 2004 rose
11.9% at Hardee's and 9.8% at Carl's Jr., while operating
margins expanded despite higher commodity costs. As a result,
EBITDA rose to $50 million from $30 million the year before.

The ratings on CKE reflect the company's participation in the
highly competitive quick-service sector of the restaurant
industry, weak cash flow protection measures, and a highly
leveraged capital structure. The ratings also take into account
the poor historical operating performance at the company's
Hardee's restaurant concept despite major efforts to improve the
brand. These risks are somewhat mitigated by the strength of
the company's established Carl's Jr. concept.

CKE is an operator and franchisor of quick-service restaurants
operating primarily under the Carl's Jr. and Hardee's brand names.
In order to improve results at Hardee's, which has been
experiencing weak operating performance, management changed its
focus to premium products from discount products. Initial results
have been encouraging, especially over the past two quarters.
However, promotional pricing activity by larger competitors, such
as McDonald's and Burger King, could challenge the company's
strategy of focusing on premium products. Moreover, competitors
could duplicate any success.


COMPRESSCO: Tetra Tech. to Acquire Company for $93.5 Million Plus
-----------------------------------------------------------------
TETRA Technologies, Inc. (NYSE:TTI) and Compressco, Inc. (pink
sheets:CPCX) jointly announced that they have entered into a
definitive agreement in which TETRA will acquire Compressco. The
acquisition is structured as a merger of a TETRA wholly-owned
subsidiary into Compressco, with Compressco surviving as a
subsidiary of TETRA. The cost of the acquisition will approximate
$93.5 million in cash, plus the assumption of about $15.5 million
of associated debt.

The transaction was approved by the boards of directors of both
companies. The merger is subject to customary regulatory and
closing conditions, including the favorable vote of the Compressco
shareholders at a special shareholders meeting and the expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act. The earliest the merger could be closed will be
mid July.

Compressco is a unique leading provider of natural gas and oil
well production enhancement strategies and equipment. These
enhancement strategies principally involve reducing bottom hole
pressures, removing well bore liquids and overcoming high delivery
pressures in older mature producing fields. Compressco's equipment
and service provides well operators with the opportunity to
increase daily production and also increase proven reserves. As
part of its service, Compressco designs and fabricates low-
pressure natural gas compressors.

Geoffrey M. Hertel, Chief Executive Officer of TETRA, stated, "The
acquisition of Compressco fits extremely well with our acquisition
profile and our publicly stated growth policy. Compressco is a
niche oilfield service provider, has high value added, has a
leading market position, has an excellent and proven management
team which will remain with Compressco, sells to a demonstrated
growth market, has competitive advantages, has respectable
margins, was previously capital constrained, has an excellent
safety record and is primarily natural gas oriented. Compressco's
current primary markets are onshore in the U.S. and Canada.
Compressco's recurring revenue stream from leasing should help
balance TETRA's fluctuating revenues from event driven businesses.
Compressco's business is synergistic with TETRA.

"The 'production enhancement' business is an excellent addition to
TETRA, which currently has an early well-life fluids business and
a late well-life abandonment and decommissioning business. We
believe that this acquisition will extend our product and service
offerings through the entire well-life. Our testing business is
predominately a production enhancement service. Therefore, it is
likely that we will combine our existing Testing & Services
Division with Compressco to create a Production Enhancement
Division. Over time, we hope to build on this base, adding other
services or products.

"Compressco's customers should benefit from this combination,
through a wider range of production enhancement options, greater
geographic coverage, an enhanced well-developed infrastructure,
greater marketing coverage and a company with a strong balance
sheet and significant financial flexibility.

"We at TETRA are extremely excited about the prospective
acquisition of this growth business, which has a quality and
dedicated employee base as well as a superior product offering. We
believe the synergies with TETRA will enhance Compressco's
business opportunities. The acquisition should be immediately
accretive to TETRA upon closing. Further details regarding this
acquisition will be made available following the closing of the
transaction, which is anticipated in mid July," concluded Hertel.

TETRA is an oil and gas services company, including an integrated
calcium chloride and brominated products manufacturing operation
that supplies feedstocks to energy markets, as well as other
markets.

                     *   *   *

In its Form 10-QSB for the quarterly period ended March 31, 2004,
Compressco, Inc. reports:

"On June 30, 2003, the Company entered into a credit agreement
with a bank and repaid all amounts due on its prior line of credit
and term facilities. Under the new credit agreement the Company
may borrow up to the lesser of $17,500,000 or the sum of

     (i) 85% of the aggregate amount of eligible receivables,
    (ii) 50% of the aggregate amount of eligible inventory, and      
   (iii) the lower of 80% of the appraised orderly liquidated
         value or the net book value of its compressor fleet.  

In addition no additional borrowings are allowed if utilization of
the compressor fleet falls below 70%. As of March 31, 2004 the
utilization rate of the compressor fleet was 92%. The balance
outstanding under the line of credit agreement as of March 31,
2004 was $13,566,596. The borrowings under the credit facility
bear interest between 0.25% and 0.5% over Wall Street Journal
Prime Rate (4.50% at March 31, 2004) or between 3.0% and 3.25%
over LIBOR  (4.27% at March 31, 2004) based on the company's ratio
of debt to earnings before interest, taxes, depreciation and
amortization.  Interest is due quarterly with all outstanding
borrowings due at maturity on the earlier of June 30, 2006 or 45
days prior to the maturity of the $5,550,000 subordinated
promissory notes currently due March 31, 2005. The loan is secured
with the assets and compressor rental agreements of the Company.
The Company's credit facility imposes a number of financial and
restrictive covenants that among things, limit the Company's
ability to incur additional indebtedness, create liens and pay
dividends. As of March 31, 2004, the Company was in compliance
with its loan covenant ratios. Management believes that the
Company will be in compliance with the covenants under the credit
facility for at least the next twelve months.

"The bank credit agreement is classified as a current liability at
March 31, 2004 due to the maturity date being 45 days prior to the
maturity of the subordinated promissory notes that are currently
due March 31, 2005.  The Company plans to restructure the
subordinated promissory notes in a manner acceptable to the
noteholders prior to 45 days from their maturity that will result
in the notes being converted to equity or extended and extending
the maturity date of the bank credit agreement to June 30, 2006.

"In December 2000 and January 2001, Company offered its
subordinated promissory notes and stock warrants in a private
placement.  At March 31, 2004, $5,550,000 of the subordinated
promissory notes were outstanding.  Of the $5,550,000 in proceeds,  
$100,000 was allocated to the stock warrants. The notes are
subordinated unsecured obligations of the Company and rank junior
to all existing indebtedness of the Company. In March 2003 the
Company and the holders of the subordinated promissory notes
agreed to amend the promissory notes to extend the maturity date
from December 31, 2003 to March 31, 2005, change the interest rate
from 13% to 10% effective April 1, 2003 and make the notes
convertible by the holder into common stock of the Company at
anytime prior to maturity at a conversion price of $150 per share.  
The Notes mature on the earlier of
     
     (1) the consummation of an underwritten public offering of
         the Company's capital stock, and

     (2) March 31, 2005. The Company may, at any time, prepay any
         part of the principal balance on the notes, in increments
         of $10,000, without premium or penalty prior to maturity.  
         Interest is payable quarterly in arrears.

"The notes are classified as current liabilities at March 31,2004
and their maturity date is March 31, 2005. The Company plans to
restructure the Notes in a manner acceptable to the note holders
prior to their maturity that will result in the notes being
converted to equity or extended.

"In March 2000 the Company issued 70,002 shares of its common
stock through a Private Placement for $30.00 per share or total
equity proceeds of $2,100,060. The equity proceeds were used in
part to repay borrowings under the Company's line of credit and
the remaining proceeds were used primarily to fund the growth in
our compressor fleet.

"The Company believes that cash flow from operations and funds
available under its credit facilities will provide the necessary  
working capital to fund the Company's requirements for current
operations through  2004. However, in connection with any
expansion of operations or acquisition activities, it is likely
that the Company will need additional sources of debt or equity
financing.  The Company cannot provide assurance that funds will
be available or if available will be available on satisfactory
terms."


CORNELL COMPANIES: Secures New $60M Senior Secured Credit Facility
------------------------------------------------------------------
Cornell Companies, Inc. (NYSE: CRN) announced that it has entered
into a new four-year $60 million senior secured credit facility.  
The new four-year $60 million senior secured credit facility
replaces the Company's existing $45 million senior credit and
synthetic lease facilities, both with maturities of July 2005.  In
addition to being expandable to $100 million, the new facility
favorably modifies loan covenants, including lifting restrictions
on cash and allows the Company increased flexibility to repurchase
stock, subject to certain limitations.

J.P. Morgan Securities Inc. was lead arranger.  Other banks
participating in the syndicate include Bank of America, Comerica
Bank, SouthTrust Bank and US Bank.  This facility will be
available for general corporate purposes, which may include
acquisitions.

This transaction combined with the net proceeds from the
previously announced private placement of notes, is intended to
fund the development stage of projects the Company announced in
2003.  Once these projects are completed and operating at full
capacity, they are expected to generate approximately $102 million
in annual revenue.

"We have a total of eight projects in development, as well as a
very full plate of new projects to consider, that will drive
additional growth into 2005 and beyond.  With the recent
completion of financing activities, we believe we have the longer-
term financing in place that provides us the flexibility to
capitalize on attractive opportunities," said Harry J. Phillips
Jr., Cornell's chairman and chief executive officer.

The Company has entered into a swap transaction with respect to
75% of the aggregate principal amount of the notes, which will
lower the interest rate to a current 7.44% on that portion of the
notes.  More importantly, the swap transaction allows Cornell to
reduce its interest cost during the construction and ramp-up
periods before its projects begin to contribute to earnings and
cash flow.  The interest rate will be reset at six-month
intervals.

Cornell incurred a charge to retire the synthetic lease
obligations and a non-cash charge to write off previously deferred
debt issuance costs. Combined, these charges totaled approximately
$2.5 million pretax or approximately $0.11 earnings per share.  
These charges will be recorded in the second quarter ending June
30, 2004.  Additional net interest expense is expected to be
incurred in the amount of approximately $3.8 million in 2004 or
approximately $0.17 earnings per share.

"While the financings will result in some short-term dilution, the
long-term shareholder value that will be created is truly
meaningful. Additionally, Cornell has demonstrated ongoing access
to capital markets and we now have improved visibility with a new
universe of investors.  This will provide us with an additional
funding source to undertake future large development projects.  
Because demand for our services to relieve capacity pressures
shows no sign of abating, we are confident that we will continue
to pursue and win attractive projects," Phillips added.

                    About the Company

Cornell Companies, Inc. is a leading private provider of
corrections, treatment and educational services outsourced by
federal, state and local governmental agencies. Cornell provides a
diversified portfolio of services for adults and juveniles,
including incarceration and detention, transition from
incarceration, drug and alcohol treatment programs, behavioral
rehabilitation and treatment, and grades 3-12 alternative
education in an environment of dignity and respect, emphasizing
community safety and rehabilitation in support of public policy.
Cornell -- http://www.cornellcompanies.com/-- has 65 facilities  
in 14 states and the District of Columbia and 5 facilities under
development or construction, including a facility in one
additional state. Cornell has a total service capacity of 16,644,
including capacity for 2,726 individuals that will be available
upon completion of facilities under development or construction.

                         *   *   *

As reported in the Troubled Company Reporter's June 8, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
corporate credit rating to corrections, treatment, and educational
services provider Cornell Companies Inc.

At the same time, Standard & Poor's assigned its 'B-' senior
unsecured debt rating to the company's proposed $110 million
senior notes due 2012. The ratings are based on preliminary
offering statements and are subject to review upon final
documentation.


DB COMPANIES: Asks to Hire FTI Consulting as Crisis Managers
------------------------------------------------------------
DB Companies, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware's for authority to
hire FTI Consulting, Inc., as their crisis managers.  

Robert J. Duffy will serve as the Debtors' Chief Restructuring
Officer.  Mr. Duffy will manage the Company's restructuring
efforts, including negotiating with parties-in-interest and
coordinating the "working group" of professionals who are
assisting the Company's in the restructuring.

FTI Consulting is expected to:

   a) assist in developing and implementing case management
      strategies, tactics and processes;

   b) assist in managing the "working group" professionals who
      are assisting the Company in the reorganization process or
      who are working for the Company's various stakeholders to
      improve coordination of their effort and ensure the
      individual work product is consistent with the Company's
      overall restructuring goals;

   c) assist in structuring the terms and conditions of major
      divestitures and other measures to increase liquidity;

   d) assist in the communication and/or negotiation with
      outside constituents including the lenders, creditors'
      committee and its advisors;

   e) assist management with the development of the Company's
      revised forecasts as may be required by lenders in
      connection with negotiations or by the Company for other
      corporate purposes, including the evaluation of various
      strategic alternatives;

   f) if requested by Company, supervise the preparation of
      regular reports required by the Bankruptcy Court or which
      are customarily issued by the Company's Chief Financial
      Officer, and manage the claim and claims reconciliation
      processes as well as providing assistance in such areas as
      testimony before the Bankruptcy Court on matters that are
      within our areas of expertise; and

   g) render such other assistance or administrative support as
      the Company's board of directors, management or counsel
      may deem necessary as part of the post-petition
      reorganization process that are consistent with the role
      of crisis manager and not duplicative of services provided
      by other professionals in this proceeding.

Mr. Duffy will be assisted by a staff of temporary personnel from
time to time. FTI's current customary hourly rates are:

      Designation                         Billing Rate
      -----------                         ------------
      Senior Managing Director            $560 per hour
      Directors / Managing Directors      $395 - $560 per hour
      Associates / Consultants            $195 - $385 per hour
      Administration / Paraprofessionals  $ 95 - $168 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.


ENDURANCE SPECIALTY: Will Release 2nd Quarter Results on July 26
----------------------------------------------------------------
Endurance Specialty Holdings Ltd., (NYSE:ENH) a Bermuda-based
provider of property and casualty insurance and reinsurance,
announced that it will issue its financial results for the period
ended June 30, 2004 on Monday, July 26, 2004 before the open of
the financial markets.

On Monday, July 26, 2004, Kenneth LeStrange, Chairman, President
and CEO, Steven Carlsen, President, Endurance Services Limited and
James Kroner, Chief Financial Officer will host a conference call
at 10:00 AM (Eastern) to discuss the financial results.

The conference call can be accessed via telephone by dialing (800)
289-0437 (toll-free) or (913) 981-5508 (international). A
telephone replay of the conference call will be available through
August 9, 2004 by dialing (888) 203-1112 (toll-free) or (719) 457-
0820 (international) and entering the pass code: 658914. The
public may access a live broadcast of the conference call at the
"Investors" section of Endurance's website,
http://www.endurance.bm/

               About Endurance Specialty Holdings

Endurance Specialty Holdings Ltd. is a global provider of property
and casualty insurance and reinsurance. Through its operating
subsidiaries, Endurance currently writes property per risk treaty
reinsurance, property catastrophe reinsurance, casualty treaty
reinsurance, property individual risks, casualty individual risks,
and other specialty lines. Endurance's operating subsidiaries have
been assigned a group rating of A from A.M. Best and A- from
Standard & Poor's. Endurance's headquarters are located at
Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda and
its mailing address is Endurance Specialty Holdings Ltd., Suite
No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11, Bermuda. For
more information about Endurance, please visit
http://www.endurance.bm/

                     *   *   *

As reported in the Troubled Company Reporter's June 18, 2004
edition, Standard & Poor's Ratings Services assigned its 'BBB'
counterparty credit rating to Endurance Specialty Holdings Ltd.
and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt,
and 'BB+' preferred stock ratings to the company's $1.8 billion
universal shelf registration.

"The ratings on Endurance are based on its strong competitive
position, which is supported by a diversified business platform,"
noted Standard & Poor's credit analyst Damien Magarelli. "In
addition, Endurance maintains strong capital adequacy and strong
operating performance." Offsetting these positive factors are
concerns about Endurance's exposure to catastrophes and minimal
reinsurance protections. Endurance also is a relatively new
operation, and management has not been tested through
difficult market cycles.


ENRON CORP: Court Okays Margaux Financing Settlement Agreement
--------------------------------------------------------------
Judge Gonzalez approves Enron Corporation's proposal for a     
Settlement Agreement and Limited Mutual Release by and among:

   (a) the Enron Parties -- Enron, Enron European Power Investor,
       LLC, McGarret VI, LLC;

   (b) the TCW Parties -- European Power Limited Company, TCW
       Leveraged Income Trust, LP, TCW Leveraged Income Trust
       II, LP, and TCW Leveraged Trust IV, LP;

   (c) Lehman Brothers, Inc.;

   (d) Nationwide Life Insurance Company;

   (e) the Hancock Parties -- John Hancock Life Insurance
       Company and John Hancock Variable Life Insurance Company;

   (f) The Bank of New York, in its individual capacity and in
       its capacity as collateral agent for the Noteholder
       parties; and

   (g) Wilmington Trust Company, for itself and as trustee of
       the EPLC.

The EPLC Parties will be composed of EPLC, the EPLC Trustee, the
TCW Parties, Lehman, the Hancock Parties, Nationwide, and BNY.

                The Margaux Financing Transaction

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that in June 2000, EEPI and EPLC Trustee formed
EPLC, formerly known as European Power Equity Trust, under the
terms of a Trust Agreement, dated June 23, 2000.

On July 10, 2000, Enron and Pelican Bidder, LLC, entered into an
ISDA Master Agreement -- the Swap -- pursuant to which Enron
agreed to make floating payments based on certain performance
criteria of three power projects located in Sarlux, Italy,
Trakya, Turkey, and Nowa Sarzyna, Poland, to Pelican in return
for fixed payments from Pelican.  Subsequent to the execution of
the Swap, Pelican sold its rights to the Floating Payments to
EPLC for $121,000,000 pursuant to a Swap Assignment Agreement,
dated July 12, 2000.

To finance the purchase of Pelican's interest in the Swap, EPCL
issued:

   (i) $95,000,000 of Senior Secured Notes due 2010 to third
       party institutional investors pursuant to a Note Purchase
       Agreement, dated July 10, 2000;

  (ii) $30,000,000 of Class A Certificates to the Hancock
       Parties and LJM2 pursuant to a Certificate Purchase
       Agreement, dated July 10, 2000; and

(iii) $15,000,000 of Class B Certificates to EEPI pursuant to
       an Amended and Restated Trust Agreement of EPLC, dated
       July 10, 2000.

Pursuant to a Collateral Account and Security Agreement,
Mr. Sosland informs the Court that on July 12, 2000, EPLC pledged
its interest in the Swap to BNY and the Noteholder Parties to
secure the obligations owed by EPLC to the Noteholder Parties.

In November 2000, Pelican settled its Fixed Payment obligation
under the Swap by paying Enron $132,300,000.  Accordingly, the
only remaining obligation under the Swap is Enron's Floating
Payment obligation to EPLC.

In December 2000, EEPI transferred the Class B Certificates to
McGarret.

Mr. Sosland says that certain EPLC Parties have filed proofs of
claim in connection with the Margaux Financing Transaction.  The
Parties are in dispute with respect to the amount Enron owes to
EPLC under the Swap.

                    The Settlement Agreement

The Parties desire to compromise and settle all issues regarding
the Margaux Financing Transaction.  After an extensive arm's-
length and good faith negotiations and discussions, the parties
agree on the terms of the Settlement Agreement:

   (a) On the Closing Date, BNY's Claim No. 12629 against Enron
       will be allowed for $311,774,000, which Allowed Claim will
       be classified as general unsecured claim against Enron in
       Class 4 of the Plan;

   (b) the Allowed Claim will be deemed to be assigned to the
       Noteholder Parties in the agreed amounts -- the New
       Allowed Claims;

   (c) Any initial cash distributions made in respect of the New
       Allowed Claims will be made first to BNY in respect of
       BNY's fees and expenses, until they are paid in full.  
       Once BNY's fees and expenses are paid in full, any further
       distributions will be made pro rata to the Noteholder
       Parties with respect to each Noteholder Party's New
       Allowed Claim;

   (d) On the Closing Date, all other claims not allowed under
       the Settlement Agreement filed in connection with the
       Margaux Transaction will be deemed irrevocably withdrawn
       with prejudice;

   (e) Lehman Brother's objection to the confirmation of the
       Fifth Amended Plan is deemed withdrawn with prejudice;

   (f) Each party releases the other parties from any claim,
       liability and causes of action with respect to the Margaux
       Transaction;

   (g) The Parties expressly direct the EPLC Trustee to take all
       commercially reasonable efforts to wind up and dissolve
       EPLC on the Closing Date, and to file a certificate of
       cancellation with the Delaware Secretary of State office
       to terminate EPLC;

   (h) On or after the Closing Date, after giving effect to the
       assignment of the Allowed Claims, each of EPLC, BNY and
       the EPLC Trustee will be released from all liabilities
       under the Note Purchase Agreement and all related
       documents, and the Note Purchase Agreement will be
       terminated without the need for the execution and delivery
       of additional documents or further Court order;

   (i) The Noteholder Parties are deemed to have cast a vote in
       favor of the Plan as a general unsecured claim against
       Enron in the amount of the New Allowed Claims;

   (j) BNY agrees that its claim for reimbursement of fees and
       expenses will be paid in accordance with the Instruction
       Letter, dated May 11, 2004, from the Noteholder Parties
       to the Collateral Agent.  BNY further agrees that the
       payment will be in full and final satisfaction of any and
       all claims that BNY may have as of the Closing Date, or
       may in the future have against the Noteholder Parties;

   (k) On the Closing Date, the Hancock Parties agree to pay to
       the EPLC Trustee $10,222, and Enron agrees to pay to the
       EPLC Trustee $12,778 to reimburse the EPLC Trustee for its
       postpetition fees and expenses incurred for its services
       as trustee.  The EPLC Trustee agrees that the payment
       will be in full and final satisfaction of any and all
       claims for fees and expenses that it now has or in the
       future have against the Hancock Parties, LJM2, McGarret,
       or Enron;

   (l) The EPLC Trustee in no way waives or releases any claims
       against Enron with respect to amounts owed in connection
       with outside service provided with respect to the Margaux
       Transaction as evidenced by Claim No. 12667; and

   (m) Each Party's obligation to consummate the closing
       transactions on the Closing Date is subject to the
       satisfaction, on or before the Closing Date, of certain
       conditions precedent.

Mr. Sosland recommends that the Settlement Agreement be approved
because:

   (a) it resolves numerous complicated legal and factual issues
       arising from the Margaux Financing Transaction and the
       Claims;

   (b) Enron will receive releases from the EPLC Releasors;

   (c) EPLC will be dissolved, simplifying some of Enron's other
       reorganization efforts; and

   (d) Lehman will withdraw its objection to the confirmation of
       the Plan and certain of the EPLC Parties will vote their
       claims in favor of the Plan. (Enron Bankruptcy News, Issue
       No. 113; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Court Extends Removal Period to October 1, 2004
--------------------------------------------------------------
The Court grants the motion jointly proposed by Federal-Mogul
Corporation and the Creditors Committee to extend the time by
which the Debtors may file notices to remove civil actions pending
as of the Petition Date, through and including October 1, 2004.

The Debtors continue to review which actions might be suitable
for removal.  With respect to actions unrelated asbestos, their
analysis is largely complete.

According to James E. O'Neill, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., in Wilmington, Delaware, the
extension will preserve whatever ability the Debtors may have to
remove claims against them.  Nevertheless, the rights of the
Debtors' adversaries will not be prejudiced by the extension.  
Any party to prepetition actions that is removed may seek to have
it remanded to the state court from which the action was removed
pursuant to Section 1452(b) of the Judiciary Procedures Code.

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


FIBERMARK: Creditors Have Until July 29 to File Proofs of Claim
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Vermont,
set 5:00 p.m. on July 29, 2004, as the deadline for all creditors
owed money on account of claims arising prior to March 30, 2004,
against:

     * FiberMark, Inc.;
     * FiberMark North America, Inc.; and
     * FiberMark International Holdings LLC.

to file written proofs of claim.  Claim forms must either be
mailed or delivered to:

      The FiberMark Claims Center
      c/o Logan & Company, Inc.
      546 Valley Road
      Upper Montclair, New Jersey 07043

All governmental units who assert a claim against the Debtor must
file their proofs of claim on or before 5:00 p.m. of September 27,
2004.

Eight categories of claims are exempt from the Bar Date:

     (a) claims already properly filed;

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

     (c) claims previously allowed by the Bankruptcy Court;

     (d) claims already paid in full;

     (e) claims seeking to assert a claim for principal and       
         interest due on any of the Debtors' 10-3/4% Senior
         Notes due 2011 or 9-3/8% Senior Notes due 2006;

     (f) intercompany claims;

     (g) administrative expense claims; and

     (h) claims that assert only stock ownership interests in
         the Debtors.

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.


FLEMING COMPANIES: Agrees to Resolve UFCW Local 1444 Claims
-----------------------------------------------------------
The United Food and Commercial Workers, Local 1444, represents
former employees who were employed at various retail operations
of the Fleming Companies, Inc. Debtors throughout Wisconsin.  
Before the Petition Date, Fleming and Local 1444 signed various
collective bargaining agreements that established the parties'
rights and obligations regarding the Wisconsin employees.  As
members of a Local 1444 bargaining unit, each former employee is
represented by Local 1444.

The Debtors sold or closed a number of locations in Wisconsin --
Antigo, Wauwatosa, Brookfield, Kenosha (18th Street), and
Waukesha -- before the Petition Date, and closed other Wisconsin
operations located in Marshfield, Superior, Racine, Pewaukee,
Kenosha (52nd Street), Wausau, Greenfield (S. 76th and South 27th
Street), Menomonee Falls, and Brown Deer after the Petition Date.  
At the time of the closing or sale of each Location, the former
employees either became unemployed, or were employed by the
purchaser of the Location where they had worked for Fleming.

Local 1444 filed claims on behalf of the former employees who
were union members, and other charges based on alleged violations
of the WARN Act, as well as breaches of the CBAs.  The damages
asserted in each of Local 1444's claims were redundant of the
damages sought in claims filed against each Debtor, although the
exact amount of the redundancy is difficult to determine.  Former
employees who were union members also filed 12 claims for wages,
holiday pay, sick pay, severance, vacation pay, and unpaid
retiree and insurance benefits.

The Debtors dispute the factual and legal bases of the Local 1444
Claims and the former employee claims because:

       (i) many of the employee claims are redundant of the
           Local 1444 claims, and the Local 1444 claims are
           redundant of one another;

      (ii) the former employee claims and the Local 1444 claims
           generally overstate the amounts due;

     (iii) the former employee claims and the Local 1444 claims
           overstate the administrative and other priority
           portions that should be allowed if the former employee
           claims were allocated properly under the holding in
           the case of "In re Roth America, Inc., 975 F.2d 949
           (3rd Cir. 1992); and

      (iv) the Local 1444 claims overstate any potential
           liability under the WARN Act and the Wisconsin
           Business Closing Statute.

Local 1444 represented to the Debtors that it has authority to
settle the former employees' claims that arise out of or are
related to the CBAs, including the 12 proofs of claim.  According
to Local 1444, the only limitation on its ability to settle the
former employees' claims is a claim for workers' compensation or
individual civil rights claims based on any state or federal
statutes, such as a claim based on the Americans with
Disabilities Act.

Consequently, Local 1444 and the Debtors agree to resolve the
former employee claims and the Local 1444 claims.  The Debtors
settled the workers' compensation and individual civil rights
claims separately with the State of Wisconsin Department of
Workforce Development.

The primary terms of the settlement between the Debtors and Local
1444 are:

       (1) The Debtors will pay $501,104 in cash, which
           includes the $166,700 from the DWD cash settlement
           amount, to the former employees and Local 1444 in full
           settlement of all former employee claims and
           Local 1444 claims, other than those settled with the
           DWD;

       (2) Local 1444 agrees, on behalf of itself and the former
           employees, to accept the payment in full satisfaction
           of the administrative and priority portions of the
           settled claims;

       (3) Local 144 will also be allowed a general unsecured
           claim for $518,226 under the Debtors' Plan, on behalf
           of itself and the former employees, in full
           satisfaction of the unsecured portions of the settled
           claims;

       (4) The unsecured claim will be paid in accordance with
           the terms of the Plan;

       (5) The Debtors release Local 1444 from all claims arising
           out of the CBAs, except that any avoidance actions and
           any cause of action expressly retained in the Plan
           will not be released.  Local 1444 will release the
           Debtors from any liability relating to the settled
           claims;

       (6) On the Plan Effective Date, the Debtors will
           distribute to each of the former employees who are
           union members his or her share of $361,177 in cash,
           and the $139,927 balance will be paid to Local 1444 in
           cash to be distributed to the former employees as
           Local 1444 determines appropriate;

       (7) The pro rata share of consideration payable to general
           unsecured creditors under the terms of the Plan based
           on the $518,226 allowed, general unsecured claim will
           be distributed to the former employees in conformity
           with the terms of the Plan; and

       (8) Local 1444 will cast the ballots of all former
           employees who filed claims or were scheduled by the
           Debtors as creditors with undisputed, liquidated
           claims, to vote to accept the Plan.

Hence, the Debtors ask the Court to approve the settlement.  The
Debtors contend that the settlement allows them to avoid future
litigation over the Local 1444 claims and the former employee
claims, on terms which the Debtors believe approximate those that
would result from adjudication.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FLEMING COS: Court Sets July 2 As Plan Objection & Voting Deadline
------------------------------------------------------------------
On May 25, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order approving the disclosure statement
relating to the Third Amended and Revised Joint Plan of
Reorganization filed by Fleming Companies, Inc., and its official
committee of unsecured creditors.

The court has set July 2, 2004 at 4:00 p.m. as the deadline for
creditors to submit ballots accepting or rejecting the plan.                    

The court has also set July 2, 2004 at 4:00 p.m. as the deadline
to file any confirmation objections.  Objections must be filed
with the Clerk and served on:

Counsel to the Debtors:           Counsel to the Debtors:
Kirkland & Ellis LLP              Pachulski, Stang, Ziehl,
200 East Randolph Drive           Young, Jones & Weintraub PC
Chicago, IL 60601                 919 N. Market Street
Tel no: (312) 8761-2000           16th Floor  
Attn: Janet S. Baer               Wilmington, DE 19899
      Evan R. Gartenlaub          Tel no: (302) 652-4100
                                  Attn: Laura Davis Jones
                                        Christopher J. Lhulier

Office of the U.S. Trustee:       Co-counsel to the Creditors Comm
844 King Street                   Pepper Hamliton LLP
Room 2207                         100 Renaissance Center
Lockbox #351                      Suite 3600
Wilmignton, DE 19801              Detroit, MI 48243-1157
Tel no: (302) 573-6491            Attn: I. William Cohen
Attn: Joseph J. McMahon                 Robert S. Hertzberg

Co-counsel                        Co-counsel to the Creditors Comm
to the Prepition Lenders:         Milbank, Tweed, Hadley & Mccloy
White & Case                      One Chase
1155 Avenuei of the Americas      Manhattan Plaza
New York, NY 10036-2787           New York, NY 10005
Attn: Andrew P. DeNatale          Attn: Dennis F. Dunne

Co-counsel for the Official       
Committee of Reclamation
Creditors:
Piper Rudnick LLP                 Klehr Hjarrison Harvey
6225 Smith Avenue                 Branzburg & Eller       
Baltimore, MD 21209-3600          919 Market Street
Attn: Mark J. Friedman            Suite 1000
                                  Wilmongton, DE 19809-3062
                                  Attn: Carol Ann Slocum

The Honorable Mary F. Walrath will convene a Confirmation Hearing
on July 26, 2004 at 9:30 a.m.

Copies of the disclosure statement and plan may be viewed at the
office of the clerk of court or at http://www.bmccorp.net/fleming/

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


FRANKLIN CAPITAL: Ault Glazer's Milton Todd Joins Board
-------------------------------------------------------
Franklin Capital Corporation (AMEX: FKL) and Ault Glazer & Co.
Investment Management LLC announced that they have entered into a
Letter of Understanding pursuant to which Mr. Milton Todd "Ault"
III has joined the current board of directors of Franklin Capital.
Mr. Ault is the controlling and managing member of Ault Glazer.

Under the terms of the Letter of Understanding, Franklin has
agreed to hold a special meeting of its stockholders to vote on,
among other items, the approval of future capital raising
transactions for Franklin and to approve a new slate of directors
nominated by Ault Glazer. At the special meeting, Franklin
stockholders will also be asked to approve the sale of all of
Franklin's shares of Excelsior Radio Networks in order to change
the investment strategy of the company to a company that invests
in Medical Products/Healthcare Solutions. Franklin Capital plans
to continue to operate as a business development company listed on
the American Stock Exchange.

"We are very excited about the future of Franklin Capital Corp. We
have assembled a remarkable team of experts in the medical
products area, and we are confident that when we receive
shareholder approval of the proposed transactions we will succeed
in our strategy of creating stockholder value through investments
in medical products", said Todd Ault, a principal of Ault Glazer &
Co. and a member of the board of directors of Franklin Capital. "I
would like to thank Stephen Brown and the other Franklin Capital
directors for their cooperation in this transaction."

"The Board of Franklin believes that the terms of the Letter of
Understanding provide a framework for the realization of
Franklin's stated intention to find a strategic partner to assist
Franklin with various strategic, financial and business
alternatives available to maximize shareholder value." said
Stephen Brown, Chief Executive Officer of Franklin Capital.

Franklin Capital expects to file a preliminary proxy statement
related to the transactions contemplated in the Letter of
Understanding within the next 30 days, and will announce
separately to its stockholders the date for the special meeting.

If the new slate of Ault Glazer nominees is elected by the
stockholders, Mr. Stephen Brown, Franklin's current Chief
Executive Officer, would resign as an officer and director of the
company.

Separately, Ault Glazer has received the agreement of the holders
of approximately 51% of the preferred stock of Franklin Capital to
sell to Ault Glazer their shares of preferred stock of Franklin
Capital and has agreed to offer to acquire the remaining shares of
preferred stock no later than 10 days after the special
stockholder's meeting. The preferred stock of Franklin Capital is
not publicly traded.

               About Franklin Capital Corporation

Franklin Capital Corporation is a subsidiary of Franklin Resources
Inc., formed to expand Franklin Resources automotive and consumer
lending activities related primarily to the purchase,
securitization and servicing of retail installment sales contracts
originated by retailers and automobile dealerships.

Franklin Capital Corporation originates and services direct and
indirect loans for itself and its sister company Franklin
Templeton Bank and Trust, F.S.B. Eight different loan programs are
offered, allowing Franklin Capital Corporation to serve the needs
of prime, non-prime and sub-prime customers throughout the United
States.

As previously reported in the Troubled Company Reporter's
April 8, 2004 edition, Franklin Capital Corporation (ASE:FKL)
announced that as in its audit reports for the previous two years,
it has received an audit report on its 2003 financial statements
which again contains a going concern qualification.

Franklin's Board of Directors has authorized the retention of a
financial advisor to advise Franklin on various strategic,
financial and business alternatives available to it to maximize
shareholder value. These may include a reorganization, re-
capitalization, acquisitions, dispositions of assets, a sale or
merger. There is no assurance that any of the foregoing
alternatives will occur.


FUN-4-ALL: Section 341(a) Meeting Slated for July 14, 2004
----------------------------------------------------------
The United States Trustee will convene a meeting of Fun-4-All
Corp.'s creditors at 3:30 p.m., on July 14, 2004 in the Office of
the United States Trustee at 80 Broad Street, Second Floor, New
York, New York 10004-1408.  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 York, New York, Fun-4-All Corp.,
manufactures, sells and distributes toys under various licenses.
The Company filed for chapter 11 protection on June 8, 2004
(Bankr. S.D.N.Y. Case No. 04-13943).  Steven H. Newman, Esq., at
Esanu Katsky Korins & Siger, LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $4,554,659 in total assets and $9,856,993
in total debts.  The Company's Chapter 11 Reorganization Plan and
Disclosure Statement are due on October 6, 2004.


HARDCORE COMPOSITES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hardcore Composites Operations, LLC
        618 Lambson's Lane
        New Castle, Delaware 19720

Bankruptcy Case No.: 04-11862

Type of Business: The Debtor is a leading manufacturer of
                  large-scale fiber reinforced polymer (FRP)
                  composite structures for infrastructure
                  applications.
                  See http://www.hardcorecomposites.com/

Chapter 11 Petition Date: June 25, 2004

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: James E. Huggett, Esq.
                  Flaster Greenberg
                  913 Market Street, 7th Floor
                  Wilmington, DE 19801
                  Tel: 302-351-1910
                  Fax: 302-351-1919

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Composites One                Trade                   $1,500,000
723 W. Algonquin Rd.
P.O. Box 3208
Arlington Hgts., IL 60006

NAB Construction Co.          Loans                     $976,780
112-20 14th Avenue
College Point, NY 11355

Star-Bidco / Artisan's Bank   Loans                     $943,497
818 N. Washington St.
Wilmington, DE 19801

Bronx-Whitestone Bridge       Loans                     $638,850
Project, LLC
112-20 14th Avenue
College Point, NY 11355

Zoltek                        Loans                     $565,000
3101 McKelvey Rd.
St. Louis, MO 63044

Internal Revenue Service      Taxes                     $400,000
500 N. Capitol St. NW
Washington, DC 20221

SKW / Masterbuilders          Rent of Lease of          $250,000
                              Non-Residential
                              Real Property

Flow Robotics Inc.            Loans                     $195,000

Global Composites, Inc.                                 $150,000

CHL Incorporated              Trade                     $130,384

CentrixHR                     Trade                     $124,870

Ultra Poly Inc.               Trade                     $118,287

Pottstown Metal Welding       Trade                     $112,952

Aloysius Butler & Clark       Trade                     $110,000

Saint Gobain/BTI              Trade                     $102,923

Dow Chemical                  Trade                     $101,230

Robert W. Hunt Company        Trade                      $90,385

Wagh Engineers, P.C.          Trade                      $85,114

Fib-Chem Industries           Trade                      $77,504

M. Davis & Sons Inc.          Trade                      $67,931


HEATH CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Heath Construction Co., Inc.
        c/o Elvin Ray Heath, Jr.
        5533 Whisper Creek Lane
        Wilmington, North Carolina 28409

Bankruptcy Case No.: 04-04700

Type of Business: The Debtor is engaged in the business of
                  excavating, grading and utility contracting.

Chapter 11 Petition Date: June 11, 2004

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Algernon L. Butler, III, Esq.
                  Butler & Butler, L.L.P.
                  P.O. Box 38
                  Wilmington, NC 28402
                  Tel: 910-762-1908

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Withholding taxes -        $66,040
                              3Q03, 4Q03, 1Q04 -
                              amount shown
                              disputed and
                              includes penalties

G&H Construction              on account                 $28,698

Top Crete Concrete, Inc.      on account                 $25,970

Gregory Poole Equipment Corp  on account                 $24,247

New Hanover County Landfill   on account                 $19,672

Carolina Precast Concrete,    on account -               $15,383
Inc.                          Judgment

Woodbury & Co.                on account                 $15,326

Golden Sands Motel            loan                       $15,000

New Hanover County Tax Dept.  Personal property          $11,384
                              taxes

Michael Underwood &           on account                 $10,000
Associates, P.A.

O&E Unlimited, Frank Henry    on account                  $9,755

Lanier & Sons, Inc.           on account                  $9,722

Wilmington Materials, Inc.    on account                  $7,910

HRH Construction Products,    on account                  $7,644
Inc.

APAC-Atlantic, Inc.           on account                  $6,986

Jerry Gore Trucking           on account                  $6,904

A&I Credit Corp.              on account                  $6,541

Springer Eubank Co., Inc.     on account                  $6,480

Dilmar Oil Company, Inc.      on account                  $6,072

David Kingman, CPA            on account                  $5,756


HOLLINGER INTERNATIONAL: Selling Joint Venture Interests To Trump
-----------------------------------------------------------------    
Donald J. Trump and Hollinger International Inc. (NYSE: HLR)  
announced that their organizations have entered into an agreement
in which Trump will purchase the full interest in the real estate
joint venture that is currently developing Trump International
Hotel & Tower at 401 North Wabash Street, the site of the current
headquarters for The Chicago Sun-Times.  Under the terms of the
agreement, Hollinger will receive $4 million in cash with the
balance of $69 million in cash received at closing, for a total of
$73 million for the property and its stake in the joint venture.

The transaction is expected to close shortly after The Sun-Times
completes its relocation to a new headquarters building, which is
anticipated to be in the beginning of September 2004.  Trump will
then take full ownership of the highly anticipated project to be
built along the Chicago River just off of Michigan Avenue.

Donald J. Trump, Chief Executive Officer of The Trump
Organization, said, "It has been a great honor to have been
partners with Hollinger International. As we move forward, I want
to thank them for their contributions in making this project a
great success.  I am truly excited by the opportunity to develop a
building in Chicago with such a great location, world-class design
by Skidmore Owings & Merrill, and the best in amenities.  When
completed, Trump International Hotel & Tower will be one of the
finest buildings anywhere in the world, in what is long considered
to be the best location in Chicago."

Sales for Trump International Hotel & Tower have set records since
the project was announced in September 2003, with nearly
$500 million worth of units sold prior to the start of
construction.  The 2.6 million square foot, 90-story tower has 461
residences and 227 hotel condominiums, in addition to a 60,000
square foot health club and spa, two ballrooms, a conference
center, retail shops, over 1,000 indoor parking spaces and a 1.2
acre riverwalk park.

Hollinger International said that the transaction, when completed,
will result in a pre-tax gain of approximately $37.5 million.
Gordon Paris, Interim Chairman and Chief Executive Officer of
Hollinger International, said, "The sale of our interest in this
project to Trump is an important step forward in ensuring that we
maximize value for all of Hollinger International's shareholders.
This agreement marks a strong return on the investment that our
Company has made in this project, and more than fully reflects the
value of the prime real estate that The Sun-Times currently
occupies. We wish Mr. Trump and his organization continued success
in this exciting enterprise."

John Cruickshank, Chief Operating Officer of Hollinger
International's Chicago Group and Publisher of The Chicago Sun-
Times, said, "This is a good result for everyone at The Sun-Times,
and it will allow us to devote all of our attention to publishing
our papers.  We look forward to moving into our new space at 350
North Orleans, and we expect the transition to go smoothly."

Donald J. Trump established The Trump Corporation in 1974 as the
umbrella organization for all of his real estate developments and
other corporate affiliates.  No other real estate company has
established the international brand identity that Trump has
created.  In addition to being the largest developer in New York,
Mr. Trump is currently developing residential, hotel and golf club
projects in Miami, Los Angeles, Westchester, Toronto, Phoenix,
Las Vegas, the Caribbean and Bedminster, New Jersey.
    
Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, The Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

                         *     *     *

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

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


HOLLINGER INT'L: Commences Cash Tender Offer for 9% Senior Notes
----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) announced that its
subsidiary, Hollinger International Publishing Inc. has commenced
a cash tender offer for any and all of its $300 million in
aggregate principal amount of 9% Senior Notes due 2010 (CUSIP No.
435572 AE2).  In conjunction with the tender offer, Publishing is
soliciting the consent of holders of a majority in aggregate
principal amount of the Notes to eliminate substantially all of
the restrictive covenants and certain events of default under the
indenture for the Notes.  The terms and conditions of the tender
offer are set forth in an Offer to Purchase and Consent
Solicitation Statement dated June 24, 2004.

Holders who validly tender Notes and deliver consents prior to
5:00 p.m., New York City Time, on July 8, 2004, unless extended,
will be entitled to receive the Total Consideration. Holders who
validly tender Notes after the Consent Payment Deadline but prior
to 12:00 midnight, New York City Time, on July 30, 2004, unless
extended, will be entitled to receive the Tender Offer
Consideration, which is equal to the Total Consideration less the
consent payment. In addition, tendering holders will receive
accrued and unpaid interest up to, but not including, the
applicable payment date. Tendered Notes may be withdrawn and
related consents may be revoked at any time prior to the earlier
of the Consent Payment Deadline and the time Publishing obtains
consents from holders of a majority in aggregate principal amount
of the Notes, but not thereafter.

The Total Consideration for Notes validly tendered and accepted
for payment pursuant to the tender offer and consent solicitation
is equal to the present value on the applicable payment date of
$1,045, which is the amount payable on the first date on which the
Notes may be redeemed under the indenture for the Notes, plus the
present value of interest that would accrue from the applicable
payment date until such redemption date, determined by reference
to a fixed spread of 100 basis points over the bid-side yield to
maturity of the 2-5/8% United States Treasury Note due November
15, 2006. Notes may not be tendered without delivering consents to
the amendment to the indenture for the Notes as described above.

Hollinger International Inc. announced on June 23, 2004 that Press
Acquisitions Limited has agreed to acquire Telegraph Group Limited
by purchasing its stock from subsidiaries of Hollinger
International for a purchase price of 729.5 million pounds in
cash. The purchase price includes cash on the balance
sheet of Telegraph Group of approximately 64.5 million pounds. 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. Hollinger International noted that a portion of
the proceeds are expected to be applied to the repayment of
outstanding indebtedness of its subsidiaries' bank credit
agreement and to the Notes.

The Offer is subject to the satisfaction of certain conditions,
including:

          (i) the consummation of the sale of Telegraph Group
              Limited to Press Acquisitions Limited, which sale
              shall have generated sufficient proceeds to allow                
              Publishing to repay all of its borrowings under its
              existing bank credit facility and to purchase all of
              the Notes in the tender offer;

          (ii) the receipt of the requisite consents from the
               holders of at least a majority in aggregate
               principal amount of Notes and the execution of a
               supplemental indenture giving effect to the
               proposed amendments to the indenture for the
               Notes described above; and

          (iii) certain other customary conditions.

Wachovia Securities is the exclusive Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.  
Questions regarding the terms of the tender offer or consent
solicitation should be directed to Wachovia Securities at (704)
715-8341 or toll-free at (866) 309-6316.  The Depositary and
Information Agent is Global Bondholder Services Corporation.  Any
questions or requests for assistance or additional copies of
documents may be directed to the Information Agent at (212) 430-
3774 or toll-free at (866) 470-3800.

             About Hollinger International Publishing Inc.

Publishing is a wholly owned subsidiary of Hollinger International
Inc., which is a leading publisher of English-language newspapers
in the United States, the U.K. and Israel with a smaller presence
in Canada.  In addition, it owns or has interests in over 250
other publications, including non-daily newspapers and magazines.  
Included among its 144 paid newspapers are the Chicago Group's
Chicago Sun-Times, the U.K. Newspaper Group's The Daily Telegraph
and the Community Group's Jerusalem Post.

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

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


HORIZON LINES: S&P Assigns B+ Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Horizon Lines Holding Corp. and lowered its
ratings on subsidiary Horizon Lines LLC to 'B+' from 'BB-'.
Ratings on Horizon Lines LLC were removed from CreditWatch, where
they were placed on May 26, 2004, following the announcement that
The Carlyle Group had agreed to sell its interest in Horizon Lines
to Castle Harlan Inc., another private equity firm. The
transaction will result in a new entity, Horizon Lines Holdings
Corp., which will include Horizon Lines LLC as one of its
subsidiaries.

At the same time, Standard & Poor's assigned its 'B+' rating to
the company's $25 million secured revolving credit facility, due
2009, its 'B+' rating to the company's $250 million secured term
loan, due 2011, and its 'B-' rating to the company's proposed $250
million senior unsecured notes due 2012. Horizon Lines Holdings
Corp. and Horizon Lines LLC are co-issuers and co-borrowers of the
bank facility and notes offering. The bank facility is rated the
same as the corporate credit rating, indicating an expectation of
substantial recovery (80% to 100%) of principal in the event of
default. Proceeds from the bank facility and senior secured notes
will be used to finance Castle Harlan's $650 million acquisition
of the company from The Carlyle Group. The rating outlook is
stable.

"The rating action reflects Horizon Lines' increased financial
obligations and somewhat weakened financial profile after the
acquisition by Castle Harlan," said Standard & Poor's credit
analyst Kenneth L. Farer. Pro forma, Charlotte, North Carolina-
based Horizon Lines has lease-adjusted debt of approximately $670
million, with debt to capital of 80%, compared with $406 million
of lease-adjusted debt on March 31, 2004.

Ratings on Horizon Lines reflect its high debt leverage,
participation in the capital-intensive and competitive shipping
industry, and an aging fleet. These risks are somewhat offset by
the barriers to entry afforded by the Jones Act and the stable
demand from the company's diverse customer base across the
company's various markets.

Horizon Lines is one of the leading ocean cargo carriers operating
between the Continental U.S. and Alaska, Puerto Rico, Hawaii, and
Guam. Horizon Lines operates under the Jones Act, which requires
cargo shipments between U.S. ports to be carried on U.S.-built
vessels registered in the U.S. and crewed by U.S. citizens. The
Jones Act provides a barrier to entry by prohibiting direct
competition from foreign-flagged vessels. Customers include major
manufacturing and consumer products companies that provide food
and other staples to Alaska, Puerto Rico, Hawaii, and Guam.
Competition from other modes of transportation is limited due to
cost and geographic considerations.

Horizon Lines' credit ratios are expected to improve modestly over
the near-to-intermediate term due to increasing freight volumes,
improved mix, and cost management. However, upside ratings
potential is limited by the company's participation in the
capital-intensive and competitive shipping industry.


HIGHWOODS PROPERTIES: Renews Two Leases with AT&T in Raleigh
------------------------------------------------------------
Highwoods Properties, Inc. (NYSE:HIW) announced that it has
renewed two office leases in Raleigh with AT&T for a total of
approximately 105,000 square feet. Both leases, which were set to
expire in the second half of 2004, have been renewed for five
years.

In addition, the Company announced that it has signed a 15-year
lease with a national education company to lease an entire 30,000
square foot office building in Raleigh that has been vacant since
the end of last year.

Ed Fritsch, President and COO of Highwoods Properties, stated,
"AT&T is a very important customer to Highwoods and we are pleased
they have elected to remain with Highwoods in these two Raleigh
properties. We look forward to our continued, mutually beneficial
relationship with AT&T."

                    About the Company

Highwoods Properties, Inc., a member of the S&P MidCap 400 Index,
is a fully integrated, self-administered real estate investment
trust that provides leasing, management, development, construction
and other customer-related services for its properties and for
third parties. As of March 31, 2004, the Company owned or had an
interest in 529 in-service office, industrial and retail
properties encompassing approximately 41.7 million square feet.
Highwoods also owns approximately 1,255 acres of development land.
Highwoods is based in Raleigh, North Carolina, and its properties
and development land are located in Florida, Georgia, Iowa,
Kansas, Maryland, Missouri, North Carolina, South Carolina,
Tennessee and Virginia. For more information about Highwoods
Properties, please visit our Web site at http://www.highwoods.com/

                       *   *   *

As reported in the Troubled Company Reporter's June 14, 2004
edition, Fitch Ratings affirms the 'BBB-' senior unsecured rating
on Highwoods Properties, Inc.'s $810 million of outstanding senior
unsecured notes due 2004 through 2018, and 'BB+' rating on $877
million of preferred stock. The Rating Outlook remains Negative.

The ratings reflect the strength of HIW's unencumbered asset base
as support for the company's unsecured borrowings, exceeding those
of similarly-rated peers. The Fitch calculated book value of HIW's
unencumbered assets exceeds unsecured borrowings by more than 2.7
times (x) and 2.45x, as of first-quarter 2004 (1Q'04). Likewise,
the net operating income generated by HIW's unencumbered assets is
sufficient to cover its unsecured interest expense by 3.2x. It is
this unencumbered asset base that remains the primary support for
HIW's 'BBB-' senior unsecured rating.


INTERCEPT INC: Adjourns Annual Shareholders Meeting to Sept. 14
---------------------------------------------------------------
InterCept, Inc. (Nasdaq: ICPT), a leading provider of technology
products and services for financial institutions, announced that
its annual shareholders meeting held earlier was convened and then
immediately adjourned until September 14, 2004, when it will be
reconvened at 9:00 a.m. at the company's offices.  John W.
Collins, Chairman and Chief Executive Officer of InterCept,
stated, "Due to the possibility that we may be convening a
shareholders meeting in the coming months to approve a sale,
business combination or other strategic transaction, we postponed
our annual meeting to avoid the time and expense associated with
conducting two shareholder meetings in close proximity to one
another.  We also want to focus our attention on exploring all
strategic alternatives for enhancing shareholder value."

               Addition of Three New Directors

InterCept also announced the addition of three new directors to
its board. In accordance with its recently announced settlement
with JANA Partners, InterCept's board of directors increased the
size of the board from six to nine members and filled the three
vacant seats created by the expansion.  The board elected as
directors Kevin J. Lynch and Marc Weisman, the two nominees
proposed by JANA, and J. Daniel Speight.  Mr. Speight is vice
chairman, chief financial officer and secretary of Flag Financial
Corporation, the Atlanta-based, publicly traded parent company of
Flag Bank, a community bank with 20 offices in 11 counties in
central and western Georgia and north metro Atlanta.

Closing of Agreement with Sprout Group to Modify Preferred Stock
As announced in a Current Report on Form 8-K filed with the SEC on
May 25, 2004, InterCept agreed with Sprout Group to modify the
terms of the $10 million preferred stock purchased by Sprout and
its affiliates in September 2003.  This transaction, which closed
on June 23, 2004, took the form of an exchange of a new Series B
preferred stock of InterCept for all of the outstanding Series A
preferred stock of InterCept held by the Sprout Group investors.  
The modifications to the preferred stock include the elimination
of the preferred dividend and the elimination of the right of
holders of the preferred stock to block a number of proposed
corporate actions approved by a majority of InterCept's board of
directors, including certain mergers, acquisitions and amendments
to the articles and bylaws.  The conversion price of the preferred
was reduced to $10.50 per share from $13.97 per share.

The exchange transaction will result in a non-cash charge to net
income attributable to common shareholders that we currently
anticipate amortizing in the amount of approximately $325,000 per
quarter for each of the next 17 fiscal quarters, the remaining
term during which the Series B preferred stock is convertible into
common stock.  However, we may accelerate recognition of the
entire unamortized portion of the charge in certain circumstances,
including in connection with a sale of the company.  This charge
will replace and be in lieu of the charge for preferred dividends
formerly being accrued on the Series A preferred stock.

                         About InterCept

InterCept, Inc. is a single-source provider of a broad range of
technologies, products and services that work together to meet the
technology and operating needs of financial institutions.  
InterCept's products and services include core data processing,
check processing and imaging, electronic funds transfer, debit
card processing, data communications management, and related
products and services.  For more information about InterCept, go
to http://www.intercept.net/

                      *   *   *

            Liquidity and Capital Resources  

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

"Since our incorporation, we have financed our operations and
capital expenditures through cash from operations, borrowings from
banks and sales of our common and preferred stock. In the second
half of 2003, we enhanced our liquidity and capital resources by:

  * obtaining a $60 million three-year credit facility from Bank
    of America,

  * issuing shares of Series A preferred stock for $10 million,
    and

  * obtaining $12 million in lease financing from GE Capital.

"As of May 5, 2004, the outstanding balance on our credit facility
was $19.5 million. We have no off-balance sheet arrangements. We
believe that borrowings under our Bank of America facility, funds
provided by operations and our GE Capital lease financing will be
sufficient to meet our anticipated capital expenditures and
liquidity requirements for at least the next 12 months as well as
the longer term. We are unlikely to have repaid the credit
facility in full by its maturity in September 2006 out of our cash
from operations, so we face the prospect of refinancing that
facility at that time if we have not repaid it from sales of
assets or proceeds of additional equity offerings.

"Cash and cash equivalents were $2.1 million at March 31, 2004.
Short-term investments with a maturity of one year or less were
$115,000 at March 31, 2004. Net cash provided by operating
activities was $4.1 million for the three months ended March 31,
2004, and March 31, 2003. The decrease in the net cash provided by
operating activities was primarily attributable to the sale of our
merchant services division.

"Net cash provided by investing activities was $1.5 million for
the three months ended March 31, 2004 and $561,000 for the three
months ended March 31, 2003. The increase was primarily due to the
sale of our merchant services division, partially offset by
decreases in purchases of property and equipment.

"Net cash used in financing activities was $5.1 million for the
three months ended March 31, 2004 and$12.6 million for the three
months ended March 31, 2003. The decrease in net cash used in
financing activities was primarily due to the repayment of debt
with the proceeds from the maturity of several certificates of
deposit during 2003.

"Historically, we have grown, in part, through strategic
acquisitions. Assuming we are able to raise additional capital or
obtain sufficient credit, we expect to make additional
expenditures to make acquisitions and integrate the acquired
companies. We can give no assurances with respect to the actual
timing and amount of the capital we raise or of the acquisitions
we may make with the capital so raised. In addition, we can give
no assurance that we will complete any acquisitions on terms
favorable to us, if at all, or that additional sources of
financing will be available to us."


IVOICE.COM INC: Needs More Cash to Fund Operations
--------------------------------------------------
To date, iVoice.com Inc. has incurred substantial losses and does
not produce enough cash from operations to cover its operating
cash requirement. The Company raises its necessary working capital
from financing transactions that include the issuance of common
stock or instruments that are convertible into common stock, which
have a dilutive effect on current shareholders.

The Company continues to search for potential acquisition
candidates with or without compatible technology and products,
which Management believes can provide growth potential, are in a
viable and stable market segment, and employ a current management
team committed to the organization's long-term success. On April
1, 2004, iVoice announced signing a Letter of Intent to acquire
Ideal Ideas, Inc. and its technology portfolio of issued patents.
Subsequently, the parties terminated the Letter of Intent and
released each other from any obligations arising under the Letter
of Intent.

During the three-month period ending March 31, 2004 and the year
ended December 31, 2003, the Company generated sales of $98,868
and $442,987, incurred net losses of $1,577,152 and $2,002,742 and
had cash flow deficiencies from operating activities of $402,017
and $1,142,159 respectively. These matters raise substantial doubt
about iVoice's ability to generate cash flows through its current
operating activities sufficient enough that its existence can be
sustained without the need for external financing. iVoice's
primary need for cash is to fund its ongoing operations until such
time that the sale of products generates enough revenue to fund
operations. There can be no assurance as to the receipt or timing
of revenues from operations.

The primary source of financing for iVoice has been through the
issuance of common stock and debt that is convertible into common
stock of the Company. On March 31, 2004, iVoice had total
liabilities of $3,619,993, consisting of accounts payable and
accrued expenses of $214,784, notes payable of $2,700,000,
deferred revenue of $191,157, and amounts due to related parties
of $514,052. It is anticipated that the remaining balance due on
its outstanding notes payable which represents advances on the
equity line of credit with Cornell Capital Partners, will be
satisfied by the issuance of shares of Class A common stock. At
March 31, 2004, the Company had cash balances on hand of
$7,057,274. While it has raised sufficient working capital to fund
operations for at least the next 24 months, the Company will need
to raise additional capital to fund its future operations.


KERZNER INTERNATIONAL: S&P Lowers Corporate Credit Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on hotels
and a casino owner and operator Kerzner International Hotels Ltd.,
including its corporate credit rating to 'BB-' from 'BB'.

All ratings on Nassau, Bahamas-based Kerzner were removed from
CreditWatch where they were placed on May 4, 2004. The outlook is
stable. Total debt outstanding as of March 31, 2004, pro forma for
the April 2004 convertible notes transaction, was about $650
million.

"The downgrade considers higher-than-expected growth-oriented
spending during a period when there is limited flexibility in the
prior rating category," said Standard & Poor's credit analyst
Peggy Hwan. While Standard & Poor's believes that the Phase III
expansion of the company's Paradise Island resort will be
successful, it will occur in conjunction with several other growth
initiatives. Each of these initiatives is relatively modest on an
individual basis, but more meaningful in aggregate. "The downgrade
also recognizes that additional international growth opportunities
may become available in the gaming sector prior to Kerzner's debt
leverage peaking in 2006, and anticipates that Kerzner may
participate in some form." Such expansion opportunities could
occur in the Far East and/or in the United Kingdom.

Standard & Poor's expects that Kerzner's quality operations on
Paradise Island and the steady cash flow stream from the Mohegan
Sun casino will continue to produce sufficient cash flow for
Kerzner to maintain credit measures consistent with the rating
while accomplishing management's various growth objectives.


KITCHEN ETC: U.S. Trustee Appoints 5-Member Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in Kitchen
Etc., Inc., Chapter 11 case:

      1. American Express
         Attn: Jason D. Halpern
         6519 West Misty Willow Lane
         Glendale, Arizona 85310
         Phone: 877-463-7964, Fax: 877-463-7964;

      2. Boston Globe
         Attn: Joseph Astino
         P.O. Box 2378
         Boston, Massachusetts 02107-2378
         Phone: 617-929-2000;
   
      3. World Kitchen, Inc.
         Attn: Celeste Levindoski
         1200 S. Atrium Way
         Greencastle, Pennsylvania 17225
         Phone: 570-638-0410, Fax: 607-377-8394;

      4. Le Creuset of America
         Attn: Eric F. Glover
         114 Bob Gifford Blvd.
         Early Branch, South Carolina 22916
         Phone: 803-943-4308 ext. 1215, Fax: 888-778-0680; and

      5. The Pfaltzgraff Co.
         Attn: July L. Breighner
         140 East Market St.
         York, Pennsylvania 17401
         Phone: 717-852-2271, Fax: 717-852-2591.

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 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.


LSP BATESVILLE: S&P Junks $326 Million Senior Secured Bond Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on LSP
Batesville Funding Corp./LSP Energy L.P.'s $326 million senior
secured bonds to 'CCC+' from 'B-'. The outlook is negative.

The 'CCC+' rating reflects the project's exposure to Aquila Inc.'s
(CCC+/Watch Neg/--) credit risk. On June 23, 2004, Standard &
Poor's lowered its corporate credit rating on Aquila to 'CCC+'
from 'B-'. Aquila is the off-taker of the project's capacity and
electricity for one-third of its total output pursuant to a power
purchase agreement, and the project relies on payments from Aquila
to service its debt.

Aquila is the off taker of the capacity and energy from the
plant's Unit 3. The project also has a PPA with Virginia Electric
& Power Co. (VEPCO; A-/Stable/A-2) for the remaining two-thirds of
its capacity and energy. In a worst-case scenario where Aquila
stopped making payments under the contract, the project would
continue to collect fixed-capacity payments and energy payments
under its VEPCO PPA for two-thirds of its capacity. Those revenues
alone, however, are not enough to cover the project's debt service
fully. On average, VEPCO payments cover about 75% of the project's
fixed costs and debt service obligations. Absent the PPA for its
one-third capacity, the project would be required to generate
roughly $15/kW-year to cover its debt service at 1.0x. Based on
conservative assumptions by Standard & Poor's, the current market
conditions in the Southeastern Electric Reliability Council region
would not yield such margins for the project. The Standard &
Poor's conservative price assumptions for gas and electricity in
the SERC region yield about $11 to $12/kW-year net revenues for
merchant sales from Unit 3. The additional liquidity in the
project in the form of a six-month debt service reserve and some
amount accumulated in the distribution suspense account would help
the project for only a limited time. The project depends on
revenues from Aquila to fully cover debt service. Therefore,
the rating reflects Aquila's default risk.


MAXCO INC: Rehmann Robson Replaces Ernst & Young As Accountants
---------------------------------------------------------------
Effective May 7, 2004, Maxco, Inc. engaged the accounting firm of
Rehmann Robson as its new independent public accountants.
Effective May 7, 2004, Maxco dismissed Ernst & Young LLP.

The reports of Ernst & Young LLP on Maxco's financial statements
for the past two fiscal years ended March 31, 2003 and 2002
contained a paragraph as to Maxco's ability to continue as a going
concern.

The decision to change Maxco's accounting firm was approved by the
Audit Committee of the Board of Directors on May 6, 2004.


MILLENIUM ASSISTED: First Creditors Meeting Commences July 19
-------------------------------------------------------------
The United States Trustee will convene a meeting of Millenium
Assisted Living Residence at Freehold, LLC's creditors at 2:00
p.m., on July 19, 2004 in Room 129 at Clarkson S. Fisher Federal
Courthouse, 402 East State St., Trenton, New Jersey 08608-1507.  
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 Freehold, New Jersey, Millenium Assisted Living
Residence at Freehold, LLC, filed for chapter 11 protection on
June 7, 2004 (Bankr. N.J. Case No. 04-29097). Larry Lesnik, Esq.,
and Sheryll S. Tahiri, Esq., at Ravin Greenberg PC represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


MILLENIUM ASSISTED: Gets Nod to Hire Ravin Greenberg as Counsel
---------------------------------------------------------------
Millenium Assisted Living Residence at Freehold, LLC sought and
obtained approval from the U.S. Bankruptcy Court for the District
of New Jersey to hire and retain Ravin Greenberg PC as its counsel
in its bankruptcy proceeding.

Presently, the attorneys at Ravin Greenberg charge at:

      Attorney             Billing Rate
      --------             ------------
      Nathan Ravin         $450 per hour
      Howard S. Greenberg  $520 per hour
      Stephen B. Ravin     $400 per hour
      Allan M. Harris      $400 per hour
      Bruce J. Wisotsky    $385 per hour
      Larry Lesnik         $375 per hour
      Morris S. Bauer      $365 per hour
      Brian L. Baker       $275 per hour
      Sheryll S. Tahiri    $240 per hour
      Chad B. Friedman     $210 per hour

Ravin Greenberg is expected to:

   a) give advice to Applicant with respect to its powers and
      duties as Debtor-In-Possession in the continued operation
      of its business and in the management of its property;

   b) meet with creditors of the Debtor in negotiating a Plan or
      Plans of Reorganization and to take the necessary legal
      steps in order to confirm said Plan(s), including, if need
      be, negotiating any financing pertaining to said Plan(s);

   c) prepare on behalf of Applicant, as Debtor-In-Possession,
      necessary applications, answers, orders, reports and other
      legal papers;

   d) appear before the Bankruptcy Judge and to protect the
      interests of Applicant before said Bankruptcy Judge, and
      to represent Applicant in all matters pending before said
      Bankruptcy Judge; and

   e) perform all other legal services for Applicant, as Debtor-
      In-Possession, which may be necessary herein.

The Debtor assures that Court that Ravin Greenberg is a
"disinterested person" as that phrase is defined in the Bankruptcy
Code.

Headquartered in Freehold, New Jersey, Millenium Assisted Living
Residence at Freehold, LLC, filed for chapter 11 protection on
June 7, 2004 (Bankr. N.J. Case No. 04-29097). Larry Lesnik, Esq.,
and Sheryll S. Tahiri, Esq., at Ravin Greenberg PC represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


NATIONAL CENTURY: Court Disallows Contractual Note Claims
---------------------------------------------------------
John Stock, Esq., at Benesch, Friedlander, Coplan & Aronoff, in
Columbus, Ohio, relates that the National Century Financial
Enterprises, Inc. Debtors issued Notes to ING Capital Markers,
LLC, pursuant to a Master Indenture dated June 1, 1998, as
supplemented on June 20, 2001, and a Note Purchase Agreement dated
June 20, 2001, among NPF VI, National Premiere Financial Services,
Inc., and ING.  ING funded up to $500,000,000, which was secured
in accordance with Master Indenture and the Note Agreement, and
evidenced by the NPF VI Series 2001-1 variable funding note.  
JPMorgan Chase Bank is the indenture trustee under the Master
Indenture for the ING Note.

As of the Petition Date, $456,862,240 in principal amount, plus
$1,386,450 in interest, for a total of $458,248,690, remained due
and owing from NPF VI to ING under the ING Note.  In addition,
pursuant to the Note Agreement, ING is entitled to recover its
legal/advisory fees and costs totaling $387,063, incurred up to
the Petition Date.

On April 22, 2003, ING filed a proof of claim against NPF VI for
$458,635,753, including interest and legal fees.  ING also filed
proofs of claim against the other 14 Debtors for an unliquidated
amount.  

As part of the Debtors' Fourth Amended Joint Plan of Liquidation,
ING will return to the estate $43,132,760, which it received
prior to the Petition Date.  ING will then be entitled to receive
a distribution on the full amount of the NPF VI Claim, plus the
ING Payment.  Thus, ING will be entitled to a distribution of
$501,768,513 under the Plan.

On April 21, 2003, JPMorgan, as Indenture Trustee, filed Claim
No. 658 on behalf of the holders of notes that were issued
pursuant to the Master Indenture and were outstanding as of the
Petition Date.  JPMorgan includes a claim for $456,862,240 in
principal, plus $1,386,450 in interest, for a total of
$458,248,690, with respect to amounts owed by NPF VI on the ING
Note.

The Debtors want the Court to disallow the ING Claims as
duplicative of a portion of the claim filed by JPMorgan, on
behalf of the NPF VI noteholders.  Mr. Stock asserts that ING has
a right to file a claim in its individual capacity and to receive
directly all payments made on the ING Note under the Plan.  

Hence, ING objects to the expungement of its Claims, in general,
and the NPF VI Claim in particular.  As an alternative, ING asks
the Court to reduce the JPMorgan Claim by $458,248,690 to avoid
duplication with the ING Proofs of Claim.

                         *     *     *

Judge Calhoun:

   (a) disallows and expunges those claims asserted in the
       Noteholder Claims that represent contractual claims for
       unpaid principal, interest, fees and charges under the
       notes issued by NPF VI and NPF XII;

   (b) does not disallow claims and liabilities other than the
       Contractual Note Claims that are asserted in the
       Noteholder Claims.  The rights of the Debtors and other
       parties to object to the Non-Contractual Note Claims on
       any and all applicable factual and legal grounds are
       expressly preserved;

   (c) rules that the portion of the proofs of claim filed by ING
       Capital Markets, LLC, for "legal/advisory fees and costs
       in the amount of $387,062.85" will be deemed a Non-
       Contractual Note; provided that the parties retain their
       rights with regard to the allowability and classification
       of the claim;

   (d) disallows and expunges those claims asserted in the CSFB
       Claims that are Contractual Note Claims;

   (e) does not disallow the Non-Contractual Noteholder Claims
       that are asserted in the CSFB Claim;

   (f) allows the claim for unpaid principal, interest, fees and
       charges under the NPF VI Notes included in the Indenture
       Trustee Claim filed by JPMorgan on behalf of the NPF VI
       Noteholders against NPF VI for $884,123,360;

   (g) allows the claim for unpaid principal, interest, fees and
       charges under the NPF XII Notes included in the Indenture
       Trustee Claim filed by Bank One on behalf of the NPF XII
       Noteholders against NPF XII for $2,050,187,966;

   (h) rules that the Allowed NPF VI Note Claim and the Allowed
       NPF XII Note Claim will be subject to increase from time
       to time in accordance with the Plan to account for any
       Avoidance Recovery Claims, including the Avoidance
       Recovery Claim resulting from the ING Payment -- upon the
       payment of which the Allowed NPF VI Note Claim will
       increase to $927,256,120;

   (i) neither disallows nor allows the portions of the Indenture
       Trustee Claims other than the Allowed Note Claims.  The
       rights of all parties-in-interest to object to the Other
       Indenture Trustee Claims on any applicable factual or
       legal grounds are preserved; and

   (j) rules that the portion of the Indenture Trustee Claim
       filed by JPMorgan for $387,000 on account of "Holder
       expenses for legal and accounting services" will be deemed
       an Other Indenture Trustee Claim.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc.-- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEWFOUND LAKE MARINA: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Newfound Lake Marina, Inc.
        178 North Shore Road
        Hebron, New Hampshire 03241

Bankruptcy Case No.: 04-12192

Type of Business: The Debtor is a full service marina located in
                  a man-made channel at the north end of Newfound
                  Lake in the town of Hebron.
                  See http://www.newfoundmarina.com/

Chapter 11 Petition Date: June 17, 2004

Court: District of New Hampshire (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: 603-621-0833
                  Fax: 603-621-0830

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
------                        ---------------       ------------
Ted Rupley                    Loan                       $75,000

Sewell Trust                  Loan                       $48,785

Miles Friend                  Loan                       $29,303

Fred Sewell                   Loan                       $29,303

Internal Revenue Service                                 $16,700

Frank McClain                 Loan                       $10,817

Mercury Marine                                            $9,194

Johnson & Dix Fuel            Trade Debt                  $5,556

Eugene Sullivan               Trade Debt                  $2,650

Gallagher, Callahan &         Administrative              $2,500
Gartrell                      Expense

AIG Work Compensation         Insurance                   $1,943

Perze Software                Trade Debt                  $1,600

Foley & Ray                   Trade Debt                  $1,490

Bruce Johnson                 Trade Debt                  $1,380

Charlene Weekly               Trade Debt                  $1,380

Loretta Porter                Trade Debt                  $1,380

Joe Cade                      Trade Debt                  $1,380

Richerd Bailey                Trade Debt                  $1,380

Cigna Healthcare              Insurance                   $1,308

Capital One                   Credit card                 $1,273
                              Purchases


NEW WEATHERVANE: Gets Extension Until July 18 to File Schedules
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, gave New
Weathervane Retail Corp., and its debtor-affiliates an extension
to file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until July 18, 2004 to file these financial disclosure documents.  

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.


NEXTEL COMMS: Fitch Raises Senior Unsecured Debt Rating to BB+
--------------------------------------------------------------
Fitch Ratings has upgraded the ratings on Nextel Communications
Inc.'s senior unsecured notes to 'BB+' from 'BB' and Nextel
Finance Company's senior secured bank facility to 'BBB-' from
'BB+' and Nextel's preferred stock rating to 'BB' from 'BB-'. In
addition, Fitch has assigned a 'BBB-' rating on Nextel Finance
Company's new five-year $4 billion senior secured revolving credit
facility. The Rating Outlook is Positive.

The rating action reflects Nextel's continued progress in
improving its credit profile by optimizing its capital structure
through the company's proposed $4 billion revolving credit
facility, the $770 million reduction in debt since the end of
2003, and future expectations for balance sheet improvement to
further reduce financial risk. Moreover, Nextel's strong
operational performance through its differentiated push-to-talk
service, leading to high average revenue per user, low churn, and
solid net additions, underpins management expectations for healthy
free cash flow prospects in 2004 in excess of $1.7 billion.

Fitch believes Nextel's proposed $4 billion revolving credit
facility removes one of the barriers for the company to improve
its credit profile to an investment-grade level. While Nextel has
realized significant credit profile improvement over the past two
years with a pro forma debt to (LTM) EBITDA for the transaction of
2.0 times (x), compared with debt to EBITDA of 4.0x for 2002, the
current ratings are constrained by the large amount of secured
debt, which was approximately 38% of total debt at the end of the
first quarter of 2004. Consequently, Fitch did not believe
Nextel's rating would benefit materially from further unsecured
debt reduction, absent an improvement in the secured/unsecured
mix.

Key terms for the proposed credit facility allow for a release of
the assets securing the credit agreement, a release of collateral
and guarantees, an elimination of the structural subordination,
and enable the credit facility to become pari passu with Nextel's
senior unsecured notes upon meeting additional conditions.

Since the beginning of 2004, Nextel has achieved further debt
reduction through the following transactions:

     --Exercised the early buy-out option on its remaining
       capitalized lease of $191 million.

     --Raised $500 million of 10-year notes and concurrently
       initiated a tender offer to retire $171 million of 9.5%
       notes.

     --Called $608 million in convertible notes.

Furthermore, based on past actions, Fitch believes Nextel could
opportunistically call the $1.6 billion of 9.375% unsecured notes
when the notes become callable in November 2004, with a mix of
cash and debt as well as potentially take the opportunity to
refinance term loan E under certain conditions.

With news reports indicating that the FCC chairman Michael Powell
has agreed to the basic framework of the consensus plan, including
a grant of 10 MHz of 1.9 GHz spectrum, along with the rest of FCC
expected to back the decision, the following discussion provides a
view on likely credit impacts. Clearly, the allocation of 10 MHz
of new spectrum in the PCS band addresses a key strategic issue
for Nextel, offers additional alternatives for Nextel's long-term
technology needs, and affords a definitive evolutionary path to
deploy a high-speed wireless data network to remain competitive.
Current considerations within the rating include the funding
commitments for Nextel's consensus plan proposal, strong
operational trends despite competitive threats from new push-to-
talk offerings, ongoing balance-sheet reconstruction, and expected
strong FCF generation.

Over the next three years, taking into account the higher level of
spending for a next generation wireless broadband deployment and
cash requirements associated with the consensus plan, Fitch
expects Nextel to generate FCF during this period, albeit at
significantly lower levels than in 2003. Fitch does expect
Nextel's competitors to initiate vigorous legal challenges
associated with a consensus plan ruling by the FCC, although the
success of such a challenge is highly uncertain.


NORTHWEST TIMBERLAND: List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Northwest Timberland Enterprises, Inc., released a list of its 20
Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Citicapital/Chevron           Mortgage Loan           $1,538,537
2600 Michelson Dr.            Value of Collateral:
12th Floor                    $566,842
Irvine, CA 92612

Flash Mart                    Unsecured Debt            $153,878

Burton Oil Company            Vendor                     $43,660

Citicorp Leasing              Lease Equipment            $23,358

Tetco                         Unsecured Debt             $10,057

Dallas Morning News           Unsecured Debt              $9,490

Lynd Fueling Systems, Inc.    Vendor                      $8,543

TXU Energy                    Utility                     $7,876

1 Hour Air Conditioning       Unsecured Debt              $5,000

ADT Security Services Inc.    Unsecured Debt              $4,931

State Comptroller             Sales Tax                   $4,577

United States Treasury Dept.  941 Taxes                   $3,078

Orix                          Unsecured Debt              $1,689

First Financial Asset Mgmt.   Unsecured Debt              $1,211

American Xpress Bus. Fin.     Credit Card                 $1,185

Texas Workforce Commission    TWC                           $721

Ryko Manufacturing Co.        Unsecured Debt                $602

ZEP Manufacturing Company     Unsecured Debt                $573

City of Dallas                Unsecured Debt                $571

SBC                           Unsecured Debt                $429

Northwest Timberland Enterprises Inc. filed a voluntary petition
under chapter 11 on June 8, 2004 in the U.S. Bankruptcy Court for
the Northern District of Texas (Case No. 04-36426). Arthur I.
Ungerman, Esq., represents the Company. The Debtor reported
assets of $739,941 and liabilities of $1,968,067 when it filed for
bankruptcy protection.


NTG CLARITY: Discloses New Board of Directors
---------------------------------------------
NTG Clarity Networks Inc. announced the new Board of Directors
elected at the Annual Shareholders Meeting.

The new Board consists of the following members:

     - Ashraf Zaghloul - founded NTG International in 1992.
       He has been involved with IT and communications since 1981.
       He has held senior management positions at, and consulted
       to, many major private and public sector corporations in
       the areas of data and voice networks.

     - Ronald Preston - Has served as an Executive Senior Vice
       President with AT&T Canada Inc., and was a Vice President           
       at AT&T Canada from June 1999 until February 2000. From
       May 1997 until June 1999 he served as a Vice President with
       MetroNet Communications. Ron Preston also brings several
       years of experience as a vice president at Bell Canada.

     - Adel Zaghloul - Chairman and CEO NTG Egypt. is former CEO
       of Electro Cable and has extensive senior management
       experience. He was Sales Manager and later Executive of the
       Middle East & Africa Region for General Electric.

     - Dr. Antoun Calash- Holds a Ph.D. degree in engineering from
       the University of Notre Dame and a Masters of Management in
       Engineering and Business from Northwestern University. He
       was one of the founders of Clarity Capitol Corporation and
       has extensive business and management expertise.

     - Dr. Zafar Farooqui - Has over 30 years of experience as a
       senior engineering analyst for major North American
       organizations. He has been involved in modeling, safety and
       the development of new concepts.

     - Kristine Lewis - Has extensive experience in the management
       and operation in the IT and telecom industry. Has been
       involved in the management of NTG since it foundation in
       1992.

Mr. William Catalano has resigned from the Board for personal
reasons.

"I would like to thank Bill Catalano and Gary Oliver for their
valuable contributions and effort during their tenure on the
Board of NTG Clarity Networks Inc.", said Ashraf Zaghloul,
Chairman and Chief Executive Officer.

                         About NTG Clarity.

NTG Clarity Networks -- whose December 31, 2003 balance sheet
shows a total shareholders' deficit of $53,874 -- sets out to be
the worlds leading networking solutions company. Established in
1992, NTG Clarity is a Canadian leader in delivering networking,
IT and network enabled application software solutions to network
service providers and large enterprises. More than 120 network
professionals provide design, engineering, implementation,
software development and security expertise to the industry's
leading network service providers and enterprises. NTG Clarity's
services are offered internationally, with offices and operations
currently in Toronto, Ottawa, Montreal, Calgary, and Cairo.


OMI CORP: Selling 2,000,000 Shares to an Institutional Investor
---------------------------------------------------------------
OMI Corporation (NYSE:OMM) announced that it has agreed to sell
2,000,000 shares of its common stock through Goldman, Sachs & Co.
to an institutional investor at a price of $11.75 per share. These
shares are in addition to the 9,000,000 shares of common stock OMI
sold earlier Thursday at a price of $11.75 per share, subject to
an underwriting discount, in an underwritten public offering.

The proceeds from this offering together with the net proceeds
from the earlier offering will be used to partially fund the
purchase of vessels from Athenian Sea Carriers Ltd. that was
announced on June 23; if for some reason the purchase is not
consummated, OMI will use the proceeds for general corporate
purposes.

                  About OMI Corporation

OMI is a major international owner and operator of crude oil
tankers and product carriers. Its fleet currently comprises 36
vessels, primarily Suezmaxes and product carriers, aggregating 3.0
million deadweight tons. The Company currently has 23 of its
vessels on time charter. OMI currently has on order five 37,000
and one 47,000 dwt ice class 1A product carriers. Two vessels are
scheduled to be delivered in 2004, three in 2005 and the last in
2006.

                         *   *   *

As reported in the Troubled Company Reporter's June 11, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating and its other ratings on OMI Corporation
and removed all the ratings from CreditWatch, where they were
placed on May 28, 2004. The removal from CreditWatch followed
OMI's announcement that it had withdrawn its offer to acquire
unrated Stelmar Shipping Ltd. The outlook is stable. Stamford,
Connecticut-based OMI has $613 million in lease-adjusted debt.

"The improved tanker market, even if it weakens somewhat, should
enable the company to maintain its credit profile," said Standard
& Poor's credit analyst Kenneth Farer. "However, ratings upside
potential is limited because of the ongoing fleet renewal program
and participation in the competitive and cyclical tanker market."


ORION TELECOMMS: Looks to SSG Capital for Financial Advice
----------------------------------------------------------
Orion Telecommunications Corp., asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to retain SSG
Capital Advisors LLP as its financial advisor and investment
banker, effective as of June 4, 2004.

SSG will assist the Debtor in exploring restructuring alternatives
which might involve, inter alia, a third party strategic partner
transaction. Specifically, the firm will:

   a) prepare an Offering Memorandum describing Orion, its
      historical performance and prospects, including existing
      contracts, marketing and sales, labor force, and
      management and anticipated financial results of the
      Company;

   b) work with Orion in developing a list of suitable potential
      strategic partners who will be contacted on a discreet and
      confidential basis after approval by the Company;

   c) coordinate the execution of confidentiality agreements for    
      potential strategic partners wishing to review the
      Offering Memorandum;

   d) help Orion to coordinate site visits for interested
      strategic partners and work with the management team to
      develop appropriate presentations for such visits;

   e) solicit competitive offers from potential strategic
      partners;

   f) advise and assist Orion in structuring the transaction and
      negotiating of the transaction agreements;

   g) upon execution of a letter of intent or similar documents,
      SSG will assist in negotiating the transaction and assist
      Orion attorneys and accountants, as necessary, through
      closing on a best efforts basis;

Additionally, as agreed and as part of its services, SSG will:

   a) analyze and perform the necessary due diligence on the
      Company's financial condition, operations, business plan
      and prospects, as requested by the Company;

   b) assist with the preparation of descriptive information
      materials concerning the Company and its various assets,
      which shall be provided to prospective investors,
      acquirers or partners in the Company or its assets;

   c) develop, update and review with the Company on an ongoing
      basis a list of parties which might be interested in
      entering into a Transaction;

   d) consult with and advise the Company concerning transaction
      opportunities that have been identified by SSG or others;

   e) if requested, assist in raising new capital for purposes
      of funding a plan of reorganization;

   f) attend meetings of third parties in connection with a
      transaction as reasonably requested;

   g) if requested, render other financial advisory services as
      may be requested in connection with any of the foregoing
      pursuant to representing the Company in chapter 11;

   h) if requested, testify or appear at any judicial or
      regulatory hearing or deposition.

SSG will be paid a:

   (i) $20,000 Initial Fee;

  (ii) $20,000 Monthly Fee;

(iii) $225,000 Stakeholder Restructuring Fee;

  (iv) $400,000 Financial Restructuring Fee; and

   (v) if Orion completes the sale or transfer, an Advisory Fee
       equal to 2.5% of Total Consideration.

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.


PALMSOURCE INC: Reports $2.9 Million Fourth Quarter Net Loss
------------------------------------------------------------
PalmSource, Inc.(TM) (Nasdaq: PSRC) provider of Palm OS(TM), a
leading operating system powering next generation mobile devices
and smartphones, reported revenues of $17.6 million for the fourth
quarter ended May 28, 2004, as compared to revenues of
$17.3 million for the same period of the prior fiscal year.
Revenues for the fiscal year ended May 28, 2004 were $73.1
million, compared to revenues of $73.4 million for the prior
fiscal year.

Net loss for the fourth quarter of fiscal year 2004 was
$2.9 million, or $0.23 loss per share. Net loss for the same
quarter of the prior fiscal year was $3.4 million, or $0.34 loss
per share. Net loss for the fiscal year ended May 28, 2004 was
$15.2 million, or $1.40 loss per share, as compared to a net loss
of $21.8 million, or $2.18 loss per share, for the prior fiscal
year.

At May 28, 2004, cash, cash equivalents, restricted investments,
short- term and long-term investments were $88.6 million. Cash
utilized for operating activities during the fourth quarter of
fiscal year 2004 was $3.1 million.

On a non-GAAP basis that excludes the effect of stock-based
compensation, amortization of intangible assets, restructuring,
and/or separation expenses net loss for the fourth quarter of
fiscal year 2004 was $0.6 million, or $0.05 loss per share. This
compares to a non-GAAP net loss for the same quarter of the prior
fiscal year of $0.6 million, or $0.06 loss per share. Non-GAAP net
income for the fiscal year ended May 28, 2004 was $1.2 million, or
$0.10 earnings per share, as compared to a non-GAAP net loss of
$11.7 million, or $1.17 loss per share for the prior fiscal year.

                   Fourth Quarter 2004 Highlights

     *    PalmSource completed a stock offering of 3.45 million      
          shares, resulting in net proceeds of approximately
          $58.7 million.

     *    PalmSource entered into a technology distribution
          agreement with Research In Motion that permits RIM
          to license a BlackBerry Connect offering to Palm OS
          licensees. Together, BlackBerry Connect and Palm OS will
          extend email and corporate data connectivity to Palm
          Powered(TM) smart mobile devices.

     *    Palm OS licensees reported shipments of 1.4 million Palm
          Powered units, of which 78% were handheld devices, 18%
          were smartphone devices and 4% were other devices. In
          the same quarter of the prior fiscal year, Palm OS
          licensees reported shipments of 1.5 million Palm Powered
          units, of which 88% were handheld devices, 10% were                
          smartphone devices and 2% were other devices.

                         Business Outlook

Management's current outlook for the first quarter of fiscal year
2005 is as follows:

     *    Revenues are expected to be in the range of $18 million,
          plus or minus 5%.

     *    Financial results on a GAAP basis are expected to be in
          the range of a net loss of $2 million, or $0.14 loss per
          share, to breakeven; and on a non-GAAP basis, are
          expected to be in the range of a net loss of $2 million,                     
          or $0.14 loss per share, to breakeven.  The difference
          between our financial results on a GAAP basis and a non-
          GAAP basis is expected to be primarily the result of the
          benefit resulting from the prepayment of the Texas
          Instruments convertible note, charges for stock based
          compensation, and restructuring costs that may be
          incurred.

                              *   *   *

In its Form 10-Q for the quarterly period ended February 27, 2004,
PalmSource Inc. reports:

"Our liquidity is affected by many factors, some of which are
based on normal ongoing operations of our business and some of
which arise from uncertainties related to global economies. We
believe that our current cash and cash equivalents, together with
cash expected to be generated from operations, will be sufficient
to satisfy our working capital, capital expenditures and operating
expense requirements for the next 12 months. However, we may
require or choose to obtain additional debt or equity financing in
the future. In early April 2004, we sold 3,450,000 shares of our
common stock at a public offering price of $18.00 per share as
discussed further in Note 12, Subsequent Events. We cannot assure
you that additional financing, if needed, will be available on
favorable terms, if at all. Any equity financing will dilute the
ownership interests of our stockholders, and any debt financing
may contain restrictive covenants.

"We have agreements whereby we indemnify our executive officers
and directors for certain events or occurrences while the
executive officer or director is, or was, serving at our request
in such capacity. The term of the indemnification period is for
the executive officer's or director's lifetime. The maximum
potential amount of future payments we could be required to make
under these indemnification agreements is unlimited; however, our
directors and executive officers are currently covered under our
director and officer insurance policy.

"As part of our separation agreements, palmOne is required to
defend and indemnify us for certain damages that we may incur due
to the Xerox litigation. If palmOne is not successful in the Xerox
litigation and is unable to or does not indemnify us, we might be
required to pay Xerox significant damages or license fees or pay
our licensees significant amounts to indemnify them for their
losses. In particular, pursuant to our separation agreements, if
palmOne is required to pay Xerox as a result of a judgment or in
connection with a settlement, and fails to do so within 60 days
after the entry of such judgment or the due date under such
settlement, we will be required to pay any shortfall amounts.
Damages in patent litigation of this nature can be calculated in a
variety of ways, and are subject to factual determinations. We
cannot easily predict the amount of these damages, but if palmOne
is not successful in the litigation, damages could be substantial.
While we believe that there are adequate defenses to the claims
made by Xerox, we cannot assure you that palmOne will be
successful or that an adverse outcome will not significantly harm,
our business, results of operations and financial condition would
be significantly harmed, and we may be rendered insolvent."


PARMALAT USA: Court Fixes July 9, 2004 Claims Bar Date
------------------------------------------------------
On May 20, 2004, the U. S. Bankruptcy Court for the District of
New York entered an order establishing a bar date -- a deadline --
for all creditors to file proofs of claim against Parmalat USA
Corporation and its debtor-affiliates.

July 9, 2004 at 5:00 p.m. is the deadline for most creditors to
file their claims.  Governmental unites have until August 23, 2004
at 5:00 p.m. to file their proof of claims.

Seven types of claims are exempted from the Bar Date requirement:

     (a) claims already filed with the Court;
     (b) claims listed on the debtor's schedules;
     (c) any administration expense;
     (d) claims already been paid by the debtors;
     (e) claim already allowed by the Court;
     (f) claims solely against any of the debtors' non-debtor-
         affiliates; and
     (g) claims subject to specific deadlines previously set
         by the Court.

Proofs of claim must be delivered:

     If by first class mail:        If by hand or overnight mail:
     U.S. Bankruptcy Court          U.S. Bankruptcy Court
     Parmalat USA Corp., et al      Parmalat USA Corp., et al
     Claims Docketing Center        Claims Docketing Center
     P.O. Box 5079                  One Bowling Green
     Bowling Green Station          Room 334  
     New York, NY 10274-5079        New York, NY 10004-1408

Copies of the Schedules may be examined at the office of the Clerk
of Court or at http://wwww.nysb.uscourts.gov/

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.


PEGASUS: U.S. Trustee Appoints Creditors' Committee Members
-----------------------------------------------------------
The Assistant United States Trustee for Region 1, Robert
Checkoway, appoints six creditors to the Official Committee of
Unsecured Creditors in Pegasus Satellite Communications, Inc.'s
Chapter 11 cases:

   (a) Wachovia Bank, N.A., as trustee,

   (b) J.P. Morgan Trust Company, NA, as trustee,

   (c) HSBC Bank USA, as successor indenture trustee,

   (d) D.E. Shaw Laminar Portfolios, LLC,

   (e) Singer Children's Management Trust and affiliates, and

   (f) LC Capital Master Fund, Ltd.

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.  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 that a
reorganization of the Debtors' business is impossible, the
Committee will urge the Bankruptcy Court to convert the Chapter
11 cases to a liquidation proceeding.

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


PENTON MEDIA: Restructures Leadership Structure for Growth
----------------------------------------------------------
Penton Media, Inc. (OTCBB:PTON), a diversified business-to-
business media company, announced an aggressive reorganization of
its corporate leadership structure, reflecting the new chief
executive officer's vision to position the Company for growth and
improved performance.

"All of the changes are aimed at accelerating product and service
development, driving revenue growth and flattening the company's
organizational structure for improved operating and cost
efficiency," said David Nussbaum, who was named Penton's CEO this
week. "We intend to move quickly and aggressively to position
Penton for future growth and financial strength."

Daniel J. Ramella, president and chief operating officer and
president of the Industry & Retail Media Division, will leave the
Company, effective June 30. Ramella has spent 27 years at Penton,
and has been president and chief operating officer since 1990. He
has also managed the Industry & Retail Media division since
September 2003.

William C. Donohue, who had managed the Retail Media franchise,
also will leave the Company. Donohue has held various senior
management roles at Penton since 1998 when the company he co-
founded, Donohue-Meehan Publishing Company, merged with Penton. He
has worked in the business media industry since 1973.

Nussbaum will take on senior operating responsibility for the
Industry Media franchises in the division, which serve the
aviation and logistics, construction, design engineering,
manufacturing, and government markets.

Darrell Denny, who currently oversees the Company's IT Media Group
and New Hope Natural Media, which serves the natural and organics
products marketplace, will have additional operating
responsibility for the Retail Media franchises now embedded in the
Industry & Retail Media Division. Retail Media produces media
serving the foodservice, hospitality and convenience store
markets.

Denny has 14 years of experience within the retail media field.
Before joining Penton, he was a senior executive with Miller
Freeman Inc., where he oversaw a B2B media operation serving the
sports, merchandise, gift, jewelry, and sewn products/decorative
apparel markets. In his expanded role, he will focus on
development of media products and marketing services that leverage
market synergy between Penton's natural products and foodservice
and retail media.

Eric Shanfelt, director of eMedia strategy for Penton's IT Media
Group and New Hope Natural Media businesses, will take on the
newly created corporate position of vice president of eMedia
Strategy as Penton moves to expand its emedia portfolio. Shanfelt
has been a major contributor to the launch and growth of Penton's
electronics OEM emedia product set and the Windows emedia
business, and has helped Penton's New Hope Natural Media unit
launch a new emedia practice. Penton's emedia revenues have grown
at a double-digit rate, and the Company aims to accelerate this
growth and spur idea sharing and networking throughout the
organization.

"With these changes, we're aligning Penton to take full advantage
of new revenue projects, ideas and synergy among our various media
units," said Nussbaum. "We will no longer operate in a divisional
structure, but instead, will flatten our management structure and
organize the Company in a way that enables better cross-
cooperation, greater sharing of business ideas, and enhanced
development of innovative products and services to benefit our
customers and the markets we serve."

Penton also announced that it has taken steps to fully outsource
its list/database sales in order to maximize revenue from its list
and database assets and better enable the Company to focus on its
media products, new launches and other core competencies. As a
result of this change, Penton has discontinued its internal list
sales department in Cleveland, resulting in a reduction of six
staff positions.

In addition to the operating changes, the Company announced plans
to divide the functional role responsibilities of Chief Financial
Officer and Corporate Secretary Preston L. Vice. Penton will
undertake a search for a new CFO, and Vice will remain in the
position until a successor is named. Following the appointment of
a new CFO, Vice will continue as corporate secretary and will
focus on the senior-level administrative and legal aspects of his
role.

The Company also announced that James Ogle has been promoted from
a divisional role as finance director to corporate director of
Finance. Ogle, 32, joined Penton in 2001. In addition, Colleen
Zelina, who is 41 and joined Penton in 1999, has been promoted
from a divisional human resources vice president role to the
corporate role of vice president of Human Resources and
Organizational Development. Zelina replaces Katherine P.
Torgerson, senior vice president of Human Resources and Executive
Administration, who plans to leave the Company June 30.

The Company plans to take a charge in the second quarter relating
to the noted reorganization.

Penton Media -- http://www.penton.com/-- is a diversified  
business-to-business media company that provides high-quality
content and integrated marketing solutions to the following
industries: aviation; design/engineering; electronics;
food/retail; government/compliance; business technology/enterprise
IT; leisure/hospitality; manufacturing; mechanical
systems/construction; health/nutrition and natural and organic
products; and supply chain. Founded in 1892, Penton produces
market-focused magazines, trade shows, conferences and online
media, and provides a broad range of custom media and direct
marketing solutions for business-to-business customers worldwide.

At March 31, 2004, Penton Media, Inc.'s balance sheet shows a
stockholders' deficit of $154,902,000 compared to a deficit of
$144,929,000 at December 31, 2003.


PER-SE TECHNOLOGIES: Prices $100MM 3.25% Convertible Debt Offering
------------------------------------------------------------------
Per-Se Technologies, Inc. (Nasdaq:PSTI) announced the pricing of
its offering of $100 million principal amount of 3.25% convertible
subordinated debentures due 2024 to qualified institutional buyers
pursuant to Rule 144A of the Securities Act of 1933, as amended.
In addition, the Company has granted the initial purchasers a 30-
day option to purchase up to an additional $25 million principal
amount of the debentures. The offering is expected to close on
June 30, 2004, subject to customary closing conditions.

Subject to the satisfaction of certain conditions, the debentures
will be convertible into shares of the Company's common stock at
an initial conversion rate of 56.0243 shares per $1,000 principal
amount of debentures. This conversion rate represents a share
price of approximately $17.85, a premium of 42% compared to
June 24, 2004's closing price of $12.57. The debentures will be
convertible when the share price reaches 130% of the conversion
price, or a share price of approximately $23.20, and in other
circumstances to be set forth in an indenture relating to the
debentures.

The debentures will mature on June 30, 2024, and will be
unsecured. Interest on the debentures will be payable semiannually
at the rate of 3.25% per annum on June 30 and December 30 of each
year, beginning on December 30, 2004. Beginning on July 6, 2009,
the Company may redeem some or all of the debentures for cash. In
addition, on June 30, 2009, 2014 and 2019, or upon a fundamental
change as defined in the indenture, holders may require the
Company to repurchase their debentures for cash.

The Company intends to use the proceeds from the convertible
debentures, together with cash on hand and funding through its
senior revolving credit facility, to retire its $118.8 million
outstanding Term Loan B as well as to repurchase, for
approximately $25 million, an aggregate of approximately 2.0
million shares of outstanding common stock sold short by
purchasers of the debentures in negotiated transactions
concurrently with the offering.

The debentures and the shares of common stock issuable upon
conversion of the debentures have not been registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the debentures or any other
securities.

                    About Per-Se Technologies

Per-Se Technologies (Nasdaq:PSTI) is the leader in Connective
Healthcare. Connective Healthcare solutions from Per-Se enable
physicians and hospitals to achieve their income potential by
creating an environment that streamlines and simplifies the
complex administrative burden of providing healthcare. Per-Se's
Connective Healthcare solutions help reduce administrative
expenses, increase revenue and accelerate the movement of funds to
benefit providers, payers and patients. More information is
available at http://www.per-se.com/

At March 31, 2004, Per-Se Technologies' balance sheet shows a
stockholders' deficit of $14,084,000 compared to a deficit of
$17,612,000 at December 31, 2003.


POLO BUILDERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Polo Builders
             dba Polo Group Inc.
             dba Polo Infotec Inc.
             dba Polo Wireless
             dba MG International LLC
             725 North Addison
             Villa Park, Illinois 60181

Bankruptcy Case No.: 04-23758

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      M&MM Enterprises, LLC                      04-23762

Type of Business: The Debtor is a general contractor.

Chapter 11 Petition Date: June 23, 2004

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtors' Counsel: Steven B. Towbin, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
                  321 North Clark Street, Suite 800
                  Chicago, IL 60610
                  Tel: 312-276-1330
                  Fax: 312-276-1335

                          Estimated Assets     Estimated Debts
                          ----------------     ---------------
Polo Builders             $10 M to $50 M       $10 M to $50 M
M&MM Enterprises, LLC     $1 M to $10 M        $1 M to $10 M

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Kishore Chugh                 Investor Note           $2,641,050
(22 Century LLC)
3773 W. Devon Ave.
Lincolnwood, IL 60712

Mafat Patel                   Investor Note             $970,273
3773 W. Devon Ave.
Lincolnwood, IL 60712

Rajesh Chotalia               Investor Note             $850,588
3773 W. Devon Ave.
Lincolnwood, IL 60712

Hitendra Shah (Twinke Inc.)   Investor Note             $850,025
3773 W. Devon Ave.
Lincolnwood, IL 60712

Dr. Ram Garg                                            $750,000
22997 Hall Road
Woodhaven, MI 48183

Dr. A. Ivankovich                                       $700,000
526 Woodland Dr.
Glenview, IL 60025

Anita Chugh                   Investor Note             $615,000
3773 W. Devon Ave.
Lincolnwood, IL 60712

V. Parkikh (M&R Lodging)      Investor Note             $500,000
9101 West Oak Ave.
Des Plaines, IL 60016

Bhupinder Bedi                Investor Note             $467,258
(22 Century LLC)
3773 W. Devon Ave.
Lincolnwood, IL 60712

D&B Advertising                                         $451,374
579 W. North Ave., Suite 300
Elmhurst, IL 60126

Dr. Abbas Zarif               Investor Note             $400,000
3525 S. Cass Ave.
Oak Brook, IL 60523

Dr. Anicia Villa Fria                                   $400,000
1886 E. 1850 N. Rd.
Watseka, IL 60970

Tilak Marwaha                 Investor Note             $358,832
3773 W. Devon Ave.
Lincolnwood, IL 60712

Gordi Kapur                   Investor Note             $345,000
1850 Bolleana Ct.
Schaumburg, IL 60195

Qusal Vajihuddin              Investor Note             $300,000
6 The Paddockes Wembly Park
Middlesex HA9 9HE British
West Indi.

Tushar Chotalla               Investor Note             $297,495
(22 Century LLC)
3773 W. Devon Ave.
Lincolnwood, IL 60712

David Maines (Prism)          Investor Note             $290,000
(22 Century LLC)
3773 W. Devon Ave.
Lincolnwood, IL 60712

Mahendra B. Patel             Investor Note             $275,000
(Harvey Health)
3773 W. Devon Ave.
Lincolnwood, IL 60712

K. Surinder & Tripat Sahajpal                           $250,000

Prof. Bala Chandran           Investor Note             $250,000


POSITRON: May File for Bankruptcy if Unable to Meet Cash Needs
--------------------------------------------------------------
Positron Corporation had cash and cash equivalents of $111,000 and
accounts receivable of $3,000 on March 31, 2004.  On the same
date, the Company had accounts payable and accrued liabilities
outstanding of $1,854,000.  The Company did not sell any imaging
systems in the  three-month period ended March 31, 2004.  However,
it did receive an order for a new system from a customer,
accompanied by a $460,000 deposit in the first quarter of 2004.  
In order  to resolve its liquidity problems, Positron must sell
imaging systems or seek alternative sources of debt or equity
funding.  However, there is no assurance that it will be
successful in selling new systems or securing additional debt or
equity funds.

Since inception, Positron Corporation has been unable to sell its
POSICAM(TM) systems in quantities sufficient to be operationally
profitable. Consequently, it has sustained  substantial losses.
Due to the sizable selling prices of its systems and the limited
number  of systems sold or placed into service each year, revenues
have fluctuated significantly from year to year. Positron has an
accumulated deficit of $57,021,000 at March 31, 2004. The Company
will need to increase system sales to achieve profitability in the
future.

These events raise doubt as to the Company's ability to continue
as a going concern. The report of its independent public
accountants, which accompanied the Company's financial statements
for the year ended December 31, 2003, was qualified with respect
to that risk. Positron indicates that if it is unable to obtain
debt or equity financing to meet its cash needs the Company may
have to severely limit or cease its business activities, or may  
seek protection from its creditors under the bankruptcy laws.


RCN CORP: Taps Bankruptcy Services LLC As Claims & Noticing Agent
-----------------------------------------------------------------
RCN Corp. sought and obtained the Court's authority to employ
Bankruptcy Services, LLC, as their claims and noticing agent.

RCN Corporation's General Counsel and Corporate Secretary,
Deborah M. Royster, explains that the Debtors have more than one
thousand creditors, potential creditors and parties-in-interest
to whom certain notices, including notice of their Chapter 11
cases, will be sent.  It would be impracticable for the Debtors
to send the notices without assistance.

BSI is a data-processing firm that specializes in Chapter 11
administration, consulting and analysis, including noticing,
claims processing and other administrative tasks in Chapter 11
cases.  The Debtors believe that BSI's assistance will expedite
the service of notices, streamline the claims administration
process, and permit them to focus on their reorganization
efforts.

As claims and noticing agent, BSI, at the Debtors' request, will:

    (a) prepare and serve required notices in these Chapter 11
        cases, including:

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

        -- A notice of the claims bar date;

        -- Notices of objections to claims;

        -- Notices of any hearings on a disclosure statement and
           confirmation of a plan of reorganization; and

        -- Other notices, motions, orders or other documents as
           the Debtors or the Court may deem necessary or
           appropriate for the orderly administration of these
           Chapter 11 cases;

    (b) file with the Clerk's Office an affidavit of service
        after the service of a particular notice, motion, order
        or other document, that includes (i) a list of persons on
        whom the notice was served, along with their addresses
        and (ii) the date and manner of service;

    (c) maintain copies of all proofs of claim and proofs of
        interest filed in these cases;

    (d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in a
        claims database that includes these information for each
        claim or interest asserted:

        -- The name and address of the claimant or interest
           holder and any agent, if the proof of claim or
           interest was filed by an agent;

        -- The date the proof of claim or interest was received
           by BSI or the Court;

        -- The claim number assigned to the proof of claim or
           interest; and

        -- The asserted amount and classification of the claim;

    (e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

    (f) transmit to the Clerk's Office a copy of the claims
        registers on a monthly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

    (g) maintain a current mailing list for all entities that
        have filed proofs of claim or proofs of interest and make
        the list available to the Clerk's Office or any party-in-
        interest upon request;

    (h) provide access to the public for examination of copies of
        the proofs of claim or interest filed in these cases
        without charge during regular business hours;

    (i) record all transfers of claims pursuant to Rule 3001(e)
        of the Federal Rules of Bankruptcy Procedure and provide
        notice of the transfers as required by Rule 3001(e);

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

    (k) provide temporary employees to process claims, as
        necessary;

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

    (m) provide other claims processing and noticing and related
        administrative services as may be requested from time to
        time by the Debtors.

In addition, BSI will assist the Debtors in:

      (i) preparing their schedules, statements of financial
          affairs and master creditor lists, and any amendments
          to these documents; and

     (ii) reconciling and resolving claims.

BSI represents, among other things, that:

    (1) It will not consider itself employed by the U.S.
        government and will not seek any compensation from the
        U.S. government in its capacity as the Claims and
        Noticing Agent in these Chapter 11 cases;

    (2) By accepting employment in these Chapter 11 cases, it
        waives any rights to receive compensation from the U.S.
        government;

    (3) In its capacity as the Claims and Noticing Agent in these
        Chapter 11 cases, it will not be an agent of the U.S. and
        will not act on its behalf; and

    (4) It will not employ any past or present employees of the
        Debtors in connection with its work as the Claims and
        Noticing Agent in these Chapter 11 cases.

BSI will continue to serve as Claims and Noticing Agent until the
Court relieves it of the service.  Specifically, in the event
that the Debtors' cases are converted to cases under Chapter 7 of
the Bankruptcy Code, BSI will continue to be paid for its
services until the claims filed in the Chapter 11 cases have been
completely processed.  If claims agent representation is
necessary in the converted Chapter 7 cases, BSI will continue to
be paid in accordance with Section 156(c) of the Judiciary
Procedures under these terms.

The Debtors will treat BSI's fees and expenses incurred in the
performance of its services as administrative expenses of their
Chapter 11 estates, and will pay them in the ordinary course of
business without further Court order or notice to parties-in-
interest, subject to the Court's retention of jurisdiction to
hear and decide any related dispute.

BSI will submit to the Office of the U.S. Trustee, counsel for
the agent under the prepetition credit facility, and counsel for
any statutory committee appointed in these cases, on a periodic
basis, copies of the invoices it submits to the Debtors for
services rendered.

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)    


RED HAT: S&P Gives 'B' Rating to Corporate & Senior Unsecured Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit and senior unsecured ratings to Raleigh, North Carolina-
based Red Hat, Inc.

"The ratings reflect very high leverage; rapid growth; Red Hat's
narrow product offering in the early stages of adoption; low
barriers to entry; and a rapid technology evolution. These
concerns partially are offset by adequate liquidity and positive
cash flow, as well as a good number of software applications
written for Red Hat's operating systems," said Standard & Poor's
credit analyst Emile Courtney. In addition, Red Hat benefits from
the company's growing, although not exclusive, partnerships with
large computer hardware original equipment manufacturers.

Red Hat provides Linux-based operating systems, primarily for
servers sold to large enterprise customers, and related services.
Red Hat sells a subscription for each server that deploys its
operating system, entitling the customer to maintenance,
configuration support, and software updates. Red Hat supplements
its software business with training and consulting services, and
has a small presence in the desktop and embedded operating
systems markets.

The outlook is stable. Red Hat's adequate liquidity and near-term
positive market momentum limits downside credit risk, however,
litigation risk and expectations for a rapid technology evolution
in the highly competitive software market limit ratings upside.


SAFETY-KLEEN CORP: Court Extends Service Deadline to July 25
------------------------------------------------------------
The Safety-Kleen Creditor Trust ask the Court to further extend
the time to effect service of original process in the Avoidance
Actions.

The Trust is represented jointly by William H. Sudell, Jr., at
Morris Nichols Arsht & Tunnell in Wilmington; Joseph K. Koury,
Esq., at Bifferato Bifferato & Gentilotti in Wilmington, Delaware;
and Karen V. Sullivan, Esq., at Oberly Jennings & Rhodunda PA in
Wilmington, Delaware.

Oolenoy Valley Consulting LLC acts as Trustee and plaintiff in
hundreds of preference and fraudulent transfer adversary
proceedings.

Ms. Sullivan relates that most, if not all, of 390 defendants have
been "effectively" served with the original summons and complaint
and the amended summons and complaint.  The Trust continues to
receive service envelopes returned as undeliverable and objections
filed by certain defendants to service.

The Trust has not attempted to make service on approximately 24
defendants, most of which are located outside of the United
States, and each of which may have to be served under the terms of
the Hague Convention.

For these reasons, the Trust seeks an additional 60 days in which
to effect service of process running from the date the Court signs
the Order granting the extension.

The Court will convene a hearing on April 22, 2004 to consider the
Trust's request.  By application of Del.Bankr.LR 9006-2, the
deadline to effect service is automatically extended through the
conclusion of that hearing.

                                Responses

1)  M & L Waste Control, Inc.; Central Rent A Crane, Inc. and
    Ergon, Inc.

John D. Mattey, Esq., at Ferry Joseph & Pearce PA in Wilmington,
Delaware, relates that M & L Waste Control, Inc., Central Rent A
Crane, Inc. and Ergon, Inc. are defendants in Avoidance Actions.  
The Creditors asserted numerous defects in service in those suits.  
Mr. Mattey argues that the Creditor Trust failed to make any
particular showing as to why the Trust needs a blanket extension
to serve all defendants, including defendants that have already
answered.  The only justification can be an attempt to cure the
deficiencies in the prior orders extending the time for service.  
These deficiencies include the Debtors' failure to serve all
adversary defendants with the prior extension requests.

The Creditors supported the request filed by Crescent Supply Co.,
Whatman, Inc. and Lobo Container, Inc. for the Court to vacate
orders granting the Debtors' request to extend time to effect
service of original process.  

While the Creditor Trust has served counsel with its latest
request, the Creditor Trust cannot be permitted to validate those
prior, improper orders now, after the service issue has been
joined and disputed.

Specific harm will occur to the Creditors if the Motion to Extend
is granted and the Motion to Vacate is denied in that the long lag
time between the initial statute of limitations and the actual
service of the Amended Complaint of the preference adversary
action on the Creditors will probably preclude them from proving
certain defenses asserted in their Answers to the Amended
Complaint in the Avoidance Actions.  Accordingly, the Creditors
ask Judge Walsh to deny the Creditor Trust's Motion in its
entirety and grant the Motion to Vacate.

2)  Wrangler Corporation

According to Joseph Grey, Esq., at Stevens & Lee PC in Wilmington,
Delaware, Wrangler has been named as a defendant in an Avoidance
Action pending before the Court.  Mr. Grey believes that the
Trust's claims against Wrangler are barred by the statute of
limitations, laches, insufficiency of process, insufficiency of
service of process, among others.  Those defenses can and should
be dealt with in connection with the Avoidance Action.

Wrangler has no objection to the request to extend time to effect
service.  However, Wrangler does not want its failure to object to
the Extension Request to be deemed a waiver of any of the
affirmative defenses Wrangler raised in its Adversary Proceeding.  
Wrangler wants to preserve its right to argue its affirmative
defenses.

3)  Schneider National, Inc., and Schneider National Bulk
    Carriers, Inc.

On behalf of Schneider, Mark Minuti, Esq., at Saul Ewing LLP in
Wilmington, Delaware, adopts the arguments presented by M & L
Waste Control, Inc.; Central Rent A Crane, Inc., Ergon, Inc., and
Wrangler Corporation.

                         *     *     *

The Court extends the service deadline to July 25, 2004, without
prejudice to further requests for extensions by the Creditor
Trust.  Judge Walsh expressly holds that the extension is without
prejudice to his ultimate decision on a pending request by certain
vendors to vacate orders giving the Debtors more time to serve
subpoenas in the avoidance actions. (Safety-Kleen Bankruptcy News,
Issue No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SATCON TECHNOLOGY: Auditors Express Going Concern Uncertainty
-------------------------------------------------------------
Satcon Technology Corporation has sustained substantial losses
from operations in recent years. In addition, the Company has
used, rather than provided, cash in its operations.

The Company has incurred significant costs to develop its
technologies and products. These costs have exceeded total
revenue. As a result, the Company has incurred losses in each of
the
past five years. As of March 27, 2004, it had an accumulated
deficit of $125,265,636. During the six months ended March 27,
2004, the Company incurred a loss from operations of
$1,842,666. In addition, the Company's business plan envisions a
significant increase in revenue and reductions in the cost
structure in the last half of fiscal year 2004 compared with the
same period in fiscal year 2003. If, however, the Company is
unable to realize its plan, it may not be in compliance with loan
covenants which may cause a default, as defined, and may need to
raise additional funds by selling stock, restructuring its
borrowings, selling assets, or taking other actions to conserve
its cash position. In addition, the Company's stock is listed on
the Nasdaq National Market which requires it to comply with
Nasdaq's Maketplace Rules. These rules require that the Company
maintain a market value of $50 million or have total assets of $50
million and $50 million of total revenue and that the stock price
stays above $1.00, among others. The Company's market value on
April 30, 2004 was approximately $75 million. However, if the
Company fails to maintain compliance with these rules and the
Company's common stock is delisted from the Nasdaq National
Market, there could be greater difficulty in obtaining financing.

Management anticipates that Company cash, together with the
availability under the Amended Loan will be sufficient to fund its
operations at least through September 30, 2004. This belief is
also based on the results achieved during the first half of fiscal
2004 and the current backlog.

If additional funds are raised in the future through the issuance
of equity or convertible debt securities, the percentage ownership
of stockholders will be reduced and the Company's
stockholders may experience additional dilution. The terms of
additional funding may also limit Company operating and financial
flexibility. There can be no assurance that additional financing
of any kind will be available to Satcon on acceptable terms, or at
all. Failure to obtain future funding when needed or on acceptable
terms would materially, adversely affect the Company's results of
operations.

Satcon's financial statements for the fiscal year ended September
30, 2003, contain an audit report from Grant Thornton LLP. The
audit report contains a going concern qualification, which raises
substantial doubt with respect to Satcon's ability to continue as
a going concern. However, management believes the Company's
business plan, which envisions a significant improvement in
results from the recent past, contemplates sufficient liquidity to
fund operations at least through September 30, 2004. The receipt
of a going concern qualification may create a concern among its
current and future customers and vendors as to whether Satcon will
be able to fulfill its contractual obligations.

                 
SCHLOTZSKY'S INC: Retains Trinity Capital for Advisory Services
---------------------------------------------------------------
Schlotzsky's, Inc. (Nasdaq:BUNZ) announced that it has retained
the services of Trinity Capital, LLC, a specialty investment
banking firm focused on the multi-unit retail and food and
beverage industries. Trinity Capital has been engaged to provide
restructuring, corporate finance and other advisory services.

"I am pleased to have Trinity Capital, an acknowledged authority
in the restaurant franchise sector, as part of our team," said Sam
Coats, Chief Executive Officer of Schlotzsky's, Inc.

In addition, the Company also announced the appointment of Sam
Coats to its board of directors. Mr. Coats brings extensive
management experience in general business and the airline
industry. He has served as CEO of a leading U.S. package tour
operator and of a software company that provided revenue
management systems to more than 80 airlines and as senior vice
president of Continental Airlines, Inc.

The addition of Mr. Coats expands the Schlotzsky's board from
seven to eight members.

Schlotzsky's, Inc., founded in Austin, Texas, in 1971, through its
wholly owned subsidiaries, is a franchisor and operator of
restaurants in the fast casual sector. As of March 31, 2004, there
were 537 Schlotzsky'sr restaurants open and operating in 37
states, the District of Columbia and six foreign countries. Visit
www.schlotzskys.com for more information.

                         *   *   *

In its Form 10-Q for the quarterly period ended March 31, 2004,
Schlotzsky's, Inc. reports:

"We will need additional financing to meet existing and future
cash requirements. We are currently attempting to generate
additional working capital with third party financing and are
pursuing financing alternatives, including senior debt, real
estate mortgages, asset-backed financing secured by our
intellectual property and related royalty rights and agreements,
and equity financing. We expect the terms of such financing to be
more expensive and with more onerous terms than the financing the
Company has received in recent years. While we are in discussions
with several potential lenders or investors at this time, there
can be no assurances that such financing will be available or
accomplished. Should these discussions not result in an acceptable
financing, we would need to continue to seek additional financing
that would be sufficient, with our operating income, to allow us
to fund our operating expenses and debt service. If we are unable
to obtain funding of the $950,000 in senior debt and other
sufficient financing during the second quarter of 2004 or are
unable to negotiate waivers, debt forgiveness or favorable payment
terms with creditors, our ability to fund continuing operations
and working capital needs could be materially adversely affected,
and we might violate certain financial covenants to which we are
subject under certain third party agreements, including loan
agreements."


SCHUFF INTERNATIONAL: Further Extends Tender Offer to July 29
-------------------------------------------------------------
Schuff Acquisition Corp., an entity to be wholly owned by David A.
Schuff, Chairman of the Board of Schuff International Inc.
(AMEX:SHF), Scott A. Schuff, President and Chief Executive Officer
of Schuff International, and their affiliates, announced that it
has further extended the expiration date of the tender offer to
purchase all of the outstanding shares of Schuff International
Inc. for $2.30 per share. The Offer, as extended, was previously
scheduled to expire at 5 p.m., Denver time, on Thursday, June 24,
2004. The new expiration date is 5 p.m., Denver time, on Thursday,
July 29, 2004. As a consequence of the extension of the expiration
date, Schuff International's stockholders may tender or withdraw
their shares until 5 p.m., Denver time, on Thursday, July 29,
2004, unless the Offer is further extended.

Schuff Acquisition Corp. believes that a substantial number of the
minority stockholders of Schuff International may have received
certain tender offer materials towards the end of the Offer
Period, and believes that this additional extension will provide
time for those stockholders to consider the Offer. SAC continues
to believe that the Offer and the Merger are both financially and
procedurally fair to Schuff International stockholders who are not
affiliated with the Schuff family and their affiliates. Schuff
Acquisition Corp. has engaged Georgeson Shareholder Communications
Inc. as Information Agent related to the Offer.

Schuff Acquisition Corp. has been advised by Computershare Trust
Company Inc., the depositary for the Offer, that as of 5 p.m.,
Denver time, on Thursday, June 24, 2004, Schuff International
stockholders had tendered and not withdrawn 845,532 shares
pursuant to the Offer. These shares, together with the shares
already owned by Schuff Acquisition Corp., represent approximately
83 percent of Schuff International's outstanding common stock.

                         *   *   *

As reported in the Troubled Company Reporter's June 21, 2004
edition, Standard & Poor's Ratings Service lowered its corporate
credit and senior unsecured debt ratings on Schuff International
Inc. to 'CCC' from 'B-'. The outlook is negative.

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

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


SELAS CORP: Sells Pennsylvania Property for $3.5 Million Cash
-------------------------------------------------------------
Selas Corporation of America (AMEX:SLS) announced it has completed
the sale of its property in Dresher, Pa., for approximately
$3.5 million in cash, net of expenses. The property is the
headquarters for the Company's discontinued Heat Technology
business. Proceeds will be used to reduce outstanding debt. Selas
expects to recognize a net gain, after tax, of approximately $3
million, or $.58 per share. The Company will lease back the
facility while seeking a strategic buyer for its remaining Heat
Technology business.

"This completes another step in reducing our overall debt and
focusing the Company on the significant and emerging opportunities
in our Precision Miniature Medical and Electronic Products
business," said Mark S. Gorder, President and Chief Executive
Officer of Selas. "The final step in transitioning the Company is
finding a strategic buyer for our remaining Heat Technology
operation."

Commenting on the second quarter, Gorder said, "To date, our
Precision Miniature Medical and Electronic Products business has
been somewhat sluggish in the second quarter. We are reliant on a
few large customers, and new programs have been slower to launch
than anticipated, which has been disappointing. However, we are
still excited about the long-term strategic direction and
opportunities in this space and we're diligently working to
further diversify our customer base."

                        Growth Focus

Selas' focus is on the significant and emerging opportunities in
its Precision Miniature Medical and Electronic Products business.
The Company believes its established core competencies in hearing
health and high-quality audio communication devices position it
well to expand its medical components products business.

Gorder concluded, "As I have said before, Selas' expertise is in
the robotic manufacture of miniature and micro-miniature
electronic products. This gives us the capabilities to
successfully compete in the growing medical device market--one
that is increasingly demanding products with greater portability,
improved infection control, better cost containment and stronger
reliability."

                         About Selas

Headquartered in Arden Hills, Minn., Selas Corporation of America
designs, develops, engineers and manufactures microminiaturized
medical and electronic products. The company's core business,
Precision Miniature Medical and Electronic Products, supplies
microminiaturized components, systems and molded plastic parts,
primarily to the hearing instrument manufacturing industry, as
well as the computer, electronics, telecommunications and medical
equipment industries. Through its core competencies and robotic
manufacturing expertise, Selas believes it is well-positioned to
compete in the hearing health market and a medical device market
that increasingly demands products with increased miniaturization,
better cost containment, more reliability and high customer
satisfaction. The Company has facilities throughout the United
States, Asia and Europe. Selas' common stock is traded on the
American Stock Exchange under the symbol "SLS."

                         *    *   *

               Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended March 31, 2004,
Selas Corporation of America reports:

"Consolidated net working capital remained relatively flat at
approximately $1.9 million at March 31, 2004 and at December 31,
2003.

"The Company and its domestic subsidiaries entered into a
revolving credit loan facility maturing April 1, 2005 for which
borrowings of $4,500,000 could be outstanding at any one time. The
Company had borrowings of $2,981,000 as of March 31, 2004 bearing
an interest rate of 7.0% (prime plus 3.0%). The loan carries a
commitment fee of .25% per annum, payable on the unborrowed
portion of the line. The Company's foreign subsidiary had
borrowings of $285,000 out of a total availability of $1,058,000.

"The Company and its domestic subsidiaries entered into a
$5,510,000 note maturing April 1, 2005. This facility requires
quarterly principal payments of $300,000 commencing June 30, 2004
and bears interest of 7.0% (prime plus 3.0%). Proceeds from the
sale of the Dresher building or the Company's burner and
components business will be used to reduce the Company's
borrowings and will represent a permanent reduction in the
Company's availability under these facilities.

Selas believes that funds expected to be generated from
operations, the available borrowing capacity through its revolving
credit loan facilities, the potential sale of certain assets,
curtailment of the dividend payment and control of capital
spending will be sufficient to meet its anticipated cash
requirements for operating needs through April 1, 2005. However,
the Company's ability to pay the principal and interest on its
indebtedness as it comes due will depend upon current and future
performance. Performance is affected by general economic
conditions and by financial, competitive, political, business and
other factors. Many of these factors are beyond the Company's
control. If, however, the Company does not generate sufficient
cash or complete such financings on a timely basis, it may be
required to seek additional financing or sell equity on terms,
which may not be as favorable as it could have otherwise obtained.
No assurance can be given that any refinancing, additional
borrowing or sale of equity will be possible when needed, or that
Selas will be able to negotiate acceptable terms. In addition,
access to capital is affected by prevailing conditions in the
financial and equity capital markets, as well as the Company's
financial condition."


SOLA INT'L: Publishes Fourth Quarter & Fiscal Year 2004 Results
---------------------------------------------------------------
SOLA International Inc. (NYSE: SOL) announced the following fiscal
year 2004 fourth quarter results.

    --  Net sales of $178.2 million compared with $153.8 million
        in the year ago period, an increase of 15.8%.

    --  Adjusted operating margins of 16.7% compared to 14.8% in
        the prior year period.

    --  Adjusted EBITDA margins of 19.9% compared to 18.1% in the
        prior year period.

    --  Reported net income of $4.6 million compared to $8 million
        in the prior year period.

    --  Adjusted net income of $14.4 million compared to year ago
        adjusted net income of $12.8 million.

    --  Cash flow from operations of $23.2 million compared to
        $20.1 million in the year ago period.

       Fourth Quarter Fiscal 2004 Management Commentary

Commenting on the fiscal 2004 fourth quarter, Chief Executive
Officer Jeremy Bishop said, "The review of our past financial
statements is now complete and the Company has determined that the
previously announced $2.4 million duplicate booking in our fiscal
2003 tax provision should be corrected in our fiscal 2003
financial statements. The Company has recorded those adjustments
in the financial statements included in the Form 10-K/A to be
filed with the Securities and Exchange Commission. Correction of
this error resulted in a $2.4 million increase to net income and a
corresponding reduction in the Company's income tax provision for
the full year and quarter ended March 31, 2003. As such, there was
no impact on the Company's cash flow from operations."

"Operationally, I am pleased with this quarter's performance. The
Company's growth strategies are working; new products are gaining
momentum, expenses are under control and we continue to gain
operating leverage. In addition, our strengthened balance sheet
provides the financial flexibility necessary to pursue our growth
strategies. We exceeded consensus First Call estimates for sales,
gross profit, adjusted operating profit and adjusted pre-tax
profit but our effective tax rate in the quarter increased from
30% in the prior nine months and year ago period to 42.8%, causing
us to report lower than anticipated net income. While we expected
an increase in the fourth quarter tax rate due to reduced interest
expense recorded in the United States and increased profitability
in Italy, France and Brazil, which are higher tax rate
jurisdictions, this increase was higher than expected as the
Company recorded incremental tax provisions as a result of
revising previous year estimates. Had our tax rate remained at
30.0%, adjusted net income would have been $17.7 million compared
to the First Call estimate of $16.4 million."

"Net sales, excluding the impact of currency, increased 6.0% in
the quarter compared to the 4-6% predicted on last quarter's call.
Our performance was balanced among all major regions as North
America sales increased 6.0%, Europe increased 5.8% and Rest of
World (ROW) increased 6.5%. Within Europe, sales results were
particularly strong in France, Italy, Portugal, Germany and the
United Kingdom, while ROW benefited from a modest recovery in
Japan and Australia and continued strong results in South
America." "The quarter provided continuing sales growth from each
of the Company's key product categories:

    --  Progressive lenses, where our key designs of SOLAOne,      
        SOLAMax, AO b'Active, AO Compact and AO Easy underpinned
        this strong performance.

    --  High index lenses including polycarbonate and our recently
        launched 1.67 index progressive lens.

    --  Photochromic lenses.

    --  Advanced lens coatings and in particular Teflonr EasyCare
        lenses, where revenues increased in every region of the
        world."

"Further, net sales on a constant currency basis in our global
prescription laboratory network increased 13% compared to the
prior year quarter. This success continues to confirm the
attractiveness of expanding our prescription laboratory network
and we are pursuing additional acquisitions. Further, I am pleased
to report that the integration of the recently acquired Great
Lakes Coating Laboratory is proceeding well."

                    Fourth Quarter Results

Net income under Generally Accepted Accounting Principles, which
includes pre-tax restructuring and asset impairment costs of $12.0
million and a $0.5 million pre-tax loss on early extinguishment of
debt, was $4.6 million in the fiscal 2004 fourth quarter compared
to net income of $8.0 million in the year ago quarter. Components
of the restructuring and asset impairment costs included $7.8
million for the work force reduction of 317 employees, $3.2
million for the impairment of certain assets and $1.0 million for
facility closures and other related costs. Adjusted net income,
which excludes restructuring and asset impairment costs and loss
on debt extinguishment was $14.4 million, or $0.44 earnings per
share, compared with the First Call consensus estimate of $16.4
million, or $0.51 earnings per share, and $12.8 million, or $0.51
earnings per share, in the year ago period.

Gross margins in the fourth quarter of fiscal 2004 were 41.6%
compared to 42.5% in the prior year period. The Company's fourth
quarter margins were consistent with previous guidance that gross
margins would range between 40% and 42% of sales.

Operating expense was $56.4 million, or 31.7% of sales, in the
fourth quarter of fiscal 2004 compared to $42.6 million, or 27.7%
of sales, in the year ago quarter. Excluding restructuring and
asset impairment costs of $12.0 million, operating expense in the
fourth quarter fiscal 2004 was $44.4 million, or 24.9% of sales.

Adjusted operating income, excluding restructuring and asset
impairment costs of $12.0 million, was $29.8 million, or 16.7% of
sales, in the fourth quarter of fiscal 2004 compared to $22.8
million, or 14.8% of sales, in the year ago period. Adjusted
EBITDA was $35.5 million, or 19.9% of sales, in the fourth quarter
of fiscal 2004 compared to $27.9 million or 18.1% of sales, in the
year ago period.

Net interest expense in the fourth quarter of fiscal 2004 was $3.5
million, or 2.0% of sales, compared to $8.8 million, or 5.7% of
sales, in the comparable year ago period. The reduction in
interest expense reflects the benefits of the Company's
recapitalization, which was completed in the fiscal 2004 third
quarter.

                    Fiscal Year 2004 Results

Net sales for the fiscal year ended March 31, 2004 were
$650.1 million compared to $562.7 million for the fiscal year
ended March 31, 2003, an increase of 15.5%. Sales on a constant
currency basis increased 6.6% with North America increasing 9.1%,
Europe increasing 6.2% and ROW increasing 2.1%.

Gross profit was $264.0 million, or 40.6% of sales, in fiscal 2004
compared to $233.1 million, or 41.4% of sales, in fiscal 2003.

Operating expense was $190.4 million, or 29.3% of sales, in fiscal
2004 compared to $166.2 million, or 29.5% of sales, in fiscal
2003. Operating expense, excluding restructuring and asset
impairment costs of $16.7 million in fiscal 2004 was $173.7
million, or 26.7% of sales, compared to $166.2 million, or 29.5%
of sales, in fiscal 2003. The lower percentage of sales reflects
the Company's focus on controlling costs. Components of the
restructuring and asset impairment costs included $8.4 million for
the work force reduction of 339 employees, $5.7 million for the
impairment of certain assets and $2.6 million for facility
closures and other related costs.

Adjusted operating income, excluding restructuring and asset
impairment costs of $16.7 million, for fiscal 2004 was $90.3
million, or 13.9% of sales, compared to $66.9 million, or 11.9% of
sales, in the year ago period. Adjusted EBITDA for fiscal 2004 was
$116.6 million, or 17.9% of sales, compared to $89.7 million, or
15.9% of sales, in fiscal 2003. Net loss including restructuring
and asset impairment costs and loss on extinguishment of debt was
$13.5 million, or $0.49 loss per share compared to net income of
$4.0 million, or $0.16 earnings per share, in the year ago period.
Adjusted net income in fiscal 2004 was $37 million, or $1.37
earnings per share, compared to $30.1 million, or $1.21 earnings
per share, in fiscal 2003.

               Balance Sheet and Cash Flow

Ron Dutt, executive vice president and chief financial officer of
SOLA commented, "I am encouraged by our working capital
performance, which continued to improve in the quarter."
Inventory, excluding the translation effect of foreign currency,
decreased $11.9 million compared to the third quarter of fiscal
2004. For the full year, inventory, excluding the impact of
currency, decreased $10.8 million. Finished goods inventory
turnover was 5.8 times in the quarter, which compares to 4.5 times
in the comparable year ago period and 4.7 times in the third
quarter of this fiscal year.

Receivables, excluding the translation effect of foreign currency,
increased $10.0 million compared to the third quarter of fiscal
2004. This increase primarily reflects the increased sales
recorded in the quarter and normal seasonality. For the full year,
receivables, excluding the impact of currency, increased $13.1
million. Day's sales outstanding were 69.5 this quarter compared
to 71.2 in the prior year quarter and 67.1 in the third quarter of
this fiscal year.

Total debt at March 31, 2004 was $287.4 million, or 42.1% of
capital, compared to $290.6 million, or 43.3% of capital, at
December 31, 2003 and $328.2 million, or 55.4% of capital, at
March 31, 2003. The full year decrease of $40.8 million primarily
reflects the impact of the Company's recently completed
recapitalization.

Cash and cash equivalents at March 31, 2004 was $102.6 million
compared to $102.0 million at December 31, 2003 and $58.7 million
at March 31, 2003. Accordingly, net debt at March 31, 2004 was
$184.8 million compared to $269.5 million at March 31, 2003, a
decrease of $84.7 million.

Cash flow from operations in the fourth quarter fiscal 2004 was
$23.2 million compared to $20.1 million in the year ago period.
This cash flow was used to fund capital expenditures of $5.1
million and the $17.2 million acquisition of Great Lakes Coating
Laboratory, which included the subsequent repayment of $1.9
million of assumed debt. Fiscal 2004 cash flow from operations was
$51.2 million compared to $34.0 million in fiscal 2003.

                    Fiscal 2005 Outlook

Jeremy Bishop, commenting on the Company's fiscal 2005 outlook,
said, "I estimate that the global value of the lens market will
grow at 2% to 3% with volumes relatively constant in North
America, Europe, Japan and Australia, while the emerging markets
of China and India will provide low double digit volume growth but
declining average selling prices that will also result in 2% to 3%
value growth in these markets. In most regions I see a greater
polarization of products into either the low value commodity
segment or the high value products and services from our
prescription laboratories. Against that background, we will
sustain manufacturing output of commodity products and increase
our efforts on the expansion of sales through the manufacturing
and distribution of higher value products and prescription
laboratory services. Our new regional management structure will
ensure that these differences in regional and channel requirements
are properly addressed.

"I expect to gain revenue and profit growth from the fiscal 2004
launch of AO Easy and SOLAOne; an expansion of manufacturing
output in high-index lenses in the fourth quarter of fiscal 2005
and increased distribution of Teflon EasyCare lenses in North
America. Our existing Teflon EasyCare production center in
Kentucky has been supplemented by additional facilities in our
Michigan-based Great Lakes Coating Laboratory and Arizona-based
Laser Optical, all of which are now shipping these lenses. In
addition to distributing the product to independent eye care
practitioners, we anticipate that sales will commence through U.S.
chain retailers in the late summer. Also, we have initiated test
consumer advertising programs in Europe for Teflon EasyCare lenses
and may extend this program to North America. The results of these
tests will determine our level of future investment in this area.

"By region we anticipate constant currency revenue growth of 4% to
6% in North America and in Europe and 3% to 5% in Rest of World.
On a consolidated basis we are targeting overall sales growth of
4% to 6%.

"Fiscal 2005 gross margins are expected to remain within current
ranges of 40% to 42% of sales and operating expenses, excluding
anticipated restructuring costs of $3 million, are expected to
increase slightly. As a consequence, we forecast that fiscal 2005
adjusted operating margins, which exclude anticipated
restructuring costs, will increase to approximately 14%

"Fiscal 2005 interest expense at June 24, 2004's interest rates is
forecasted to be between $18 million and $19 million reflecting
the benefits of the Company's recapitalization. Further, we will
repay approximately $8.8 million of the term loan subject to terms
of our credit agreement.

"Our fiscal 2005 adjusted effective tax rate is expected to be
between 35% and 36% compared to 34.2% in fiscal 2004 as a result
of incurring significantly lower interest expense in the United
States and anticipated profit growth in higher-tax rate
jurisdictions.

"Restructuring costs are estimated to be approximately $3 million
in fiscal 2005 and reflect completion of activities which began in
fiscal 2004.

"Fiscal 2005 net income on an as reported basis is expected to
range between $45 million and $47 million. Adjusted net income,
excluding anticipated after-tax restructuring costs of $3 million
is expected to range between $48 million and $50 million. Further,
first quarter fiscal 2005 adjusted net income is expected to be
approximately $10 million compared to adjusted net income of $7.5
million in the year ago period. Also, and as a direct consequence
of introducing its new regional management structure, the Company
has identified and is actively pursuing other revenue and income
generating opportunities that are not sufficiently advanced to
allow incorporation into the current forecast.

"Finally, we anticipate fiscal 2005 depreciation and amortization
expense of $23 million to $25 million. Further, the cash
components of restructuring costs recorded in fiscal 2004 and
anticipated in fiscal 2005 are estimated to be $7 million. Working
capital is expected to increase by $10 million to $15 million as
increased receivables associated with higher sales and modest
investment in finished goods inventory to support customer service
levels and product launches are partially offset by utilization of
the Company's deferred tax asset. As a consequence, we anticipate
fiscal 2005 cash flow from operations to range between $60 million
and $65 million compared to fiscal 2004 cash flow from operations
of $51.2 million. This cash will be used to fund planned capital
expenditures of $22 million to $25 million and further
acquisitions."

                      About the Company

SOLA International Inc. designs, manufactures and distributes a
broad range of eyeglass lenses, primarily focusing on the faster-
growing plastic lens segment of the global lens market, and
particularly on higher-margin value-added products. SOLA's strong
global presence includes manufacturing and distribution sites in
three major regions: North America, Europe and Rest of World
(primarily Australia, Asia and South America) and approximately
6,600 employees in 27 countries servicing customers in over 50
markets worldwide. For additional information, visit the Company's
Web site at http://www.sola.com/

                         *   *   *

In its Form 10-K for the fiscal year ended March 31, 2004, Sola
International Inc. reports:

"In order to continue our operations and meet our significant
liquidity requirements, we must maintain profitable operations or
obtain additional funds through equity or debt financing, bank
financing, and other sources. We believe that our existing cash
balances, credit facilities, internally generated funds and other
potential financing alternatives will be sufficient to meet our
capital, operating and debt service requirements for at least the
next twelve months. If we are unable to generate adequate cash
flow from sales of our products, we may need to seek additional
sources of capital. There can be no assurance that we will be able
to obtain additional debt or equity financing on terms acceptable
to us, or at all. If adequate funds are not available, we could be
required to delay development or commercialization of certain
products, or reduce the marketing, customer support, or other
resources devoted to product development. Accordingly, failure to
obtain sufficient funds on acceptable terms when needed could have
a material adverse effect on our business, results of operations
and financial condition."


SOLECTRON CORPORATION: Fitch Affirms Low-B Senior Debt Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Solectron Corporation's 'BB-' senior
unsecured debt, 'BB+' senior secured bank credit facility, and the
remaining 'B' adjustable conversion rate equity security units.

The Rating Outlook is changed to Stable from Negative.
Approximately $1.2 billion of debt is affected by Fitch's action.

The Stable Rating Outlook reflects Solectron's improved financial
performance, a more stable demand environment across key-end
markets, and the company's progress related to asset sales. The
company's ongoing asset divestiture program, announced during the
fourth fiscal quarter of 2003, represented approximately $700
million of aggregate revenues and break-even cash flows. To date
the company has received approximately $405 million of pretax cash
proceeds, which is within range of Fitch's expectations, with
three businesses still to sell. In addition, the company's
refinancing risk has been reduced and financial flexibility
improved as a result of meeting the $950 million liquid yield
option notes put with cash in May 2004 and repurchasing
approximately 94% of the outstanding ACES units, mostly with
common stock, representing approximately $1.0 billion of debt.

Solectron's ratings continue to reflect relatively weak albeit
improving operating margins, driven by a continued competitive
pricing environment and less than optimal capacity utilization
rates, and a cash conversion cycle that lags those of its peers.
Positively, the ratings are supported by Solectron's top tier
position within the EMS industry, with significant scope and
global footprint of operations, a lower revenue break-even point
resulting from a combination of past restructuring and asset
divestitures, a solid liquidity profile, and a manageable maturity
schedule.

Solectron's credit protection measures meaningfully improved in
the third quarter, as a result of the aforementioned debt
repayments and a 100 basis points sequential improvement in
operating margins. Operating margins have improved in each of the
past four quarters, rising to 1.8% in the third quarter of 2004
from -1.1% one year ago. Leverage improved significantly to 3.8
times(x) for the LTM ended May 31, 2004 versus 6.3x and 11.8x for
the LTM periods ended May 30, 2003 and May 31, 2002, respectively.
Interest coverage was 2.9x for the LTM ended May 31, 2004 versus
0.3x for the twelve months ended May 31, 2003. Fitch expects
credit protection measures will remain stable and ultimately
improve over the next several quarters, driven by continued demand
strength in its key-end markets, especially communications and
consumer, profitability enhancement resulting from higher capacity
utilization rates, and incremental cost savings associated with
past restructuring programs and LEAN manufacturing initiatives, as
well as meaningfully lower debt service requirements.

Liquidity as of May 31, 2004 consisted of unrestricted cash of
$1.2 billion and an undrawn three-year $250 million secured
revolving facility, expiring February 2005. The company also has
various committed and uncommitted revolving lines of credit
related to its foreign subsidiaries, totaling approximately $225
million. Free cash flow is likely to be modestly positive over the
next several quarters; however, Fitch believes that in a rapidly
accelerating demand environment profitability enhancement could
increase more slowly than working capital requirements without
continued reductions in cash conversion days. Furthermore,
Solectron expects approximately $100 million of proceeds for the
sale of the remaining three businesses in the divestiture program,
none of which have a meaningful impact on cash flow. Total debt
was $1.2 billion as of May 31, 2004, consisting primarily of $150
million of 7.375% senior notes due March 2006, $500 million of
9.625% senior notes due February 2009, and $450 million of 0.5%
convertible senior notes due February 2034. In addition,
approximately $63 million of ACES remain and are expected to be
remarketed in August 2004 and mature in 2006.


SOLUTIA: Court Okays Jefferies As Committee's Financial Advisors
----------------------------------------------------------------
In Solutia, Inc.'s chapter 11 proceedings, the Court approves the
Official Committee of Equity Security Holders' motion to retain
Jefferies & Company, Inc., as financial advisors, nunc pro tunc to
March 31, 2004.

Richard L. Kuersteiner, Esq., at Franklin Advisors, Inc., in San
Mateo, California, explains that the services of a financial
advisor are necessary and appropriate to enable the Equity
Committee to evaluate the complex financial and economic issues
raised by the Debtors' reorganization proceedings, and to
effectively fulfill its statutory duties.  The Equity Committee
selected Jefferies because of its expertise in providing
financial advisory services to debtors and creditors in
restructurings and distressed situations.

Jefferies is an investment banking firm with principal office
located at 520 Madison Avenue, 12th Floor in New York 10022.  
Jefferies is a registered broker-dealer with the United States
Securities and Exchange Commission, and is a member of the Boston
Stock Exchange, the International Stock Exchange, the National
Association of Securities Dealers, the Pacific Stock Exchange,
the Philadelphia Stock Exchange, and the Securities Investor
Protection Corporation.  Jefferies was founded in 1962 and is a
wholly owned subsidiary of Jefferies Group, Inc.  Jefferies
Group, Inc., is a public company and, together with its
subsidiaries, have over $10,900,000,000 in assets and about 1,600
employees in office locations around the world.

Jefferies provides a broad range of corporate advisory services
to its clients including, without limitation, services pertaining
to:

   * general financial advice,
   * mergers, acquisitions, and divestitures,
   * special committee assignments,
   * capital raising, and
   * corporate restructurings.

Jefferies and its senior professionals have extensive experience
in the reorganization and restructuring of troubled companies,
both out-of-court and in Chapter 11 proceedings.  Jefferies
employees have advised debtors, creditors, equity constituencies,
and purchasers in many reorganizations.  Since 1990, these
professionals have been involved in over 100 restructurings
representing over $75,000,000,000 in restructured debt.

As the Equity Committee's financial advisor, Jefferies will:

   (a) analyze the business, operations, properties, financial
       condition and prospects of the Debtors;

   (b) advise the Equity Committee on the current state of the
       "restructuring market";

   (c) assist and advise the Equity Committee in developing a
       general strategy for accomplishing a restructuring;

   (d) assist and advise the Equity Committee in implementing a
       plan of restructuring with the Debtors;

   (e) assist and advise the Equity Committee in evaluating and
       analyzing a restructuring including the value of the
       securities, if any, that may be issued under any
       restructuring plan;

   (f) analyze various actions the Debtors propose during the
       pendency of the bankruptcy case;

   (g) review and evaluate the Debtors' financial performance;
       and

   (h) render other financial advisory services as may from time  
       to time be agreed upon by the Equity Committee and
       Jefferies.

Mr. Kuersteiner relates that Jefferies will be paid:

   (a) a $125,000 monthly retainer fee for the first three full
       months and $100,000 per month for the remainder of the
       engagement, payable in advance on the first day of each
       month;

   (b) a percentage of the Equity Committee's recoveries:

          Percentage       Recovery
          ----------       --------
               1%          Between $50,000,000 and $150,000,000
            1.25%          Between $150,000,000 and $300,000,000
               2%          Above $300,000,000

       Fees payable are due upon consummation of the
       Restructuring.  The Equity Committee will use its best
       efforts to provide for the fee payment in full in any plan
       of reorganization submitted for confirmation.  In no event
       will the Equity Committee be responsible for Jefferies'
       fees or costs; and

   (c) all fees, disbursements and out-of-pocket expenses
       incurred by Jefferies in connection with services to be
       rendered.

William Q. Derrough, a Managing Director of Jefferies, assures
the Court that the principals and professionals of Jefferies do
not have any connection with the Debtors, their creditors, or any
other party-in-interest, and do not hold or represent an interest
materially adverse to the Debtors' estates.  Jefferies is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                Creditors Committee's Objection

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
in New York, asserts that given the current circumstances of the
Debtors' cases and the pending request of the Official Committee
of Unsecured Creditors to disband the Equity Committee, the
Equity Committee's application to retain Jefferies should not be
approved.

If the Equity Committee is disbanded, as the Creditors Committee
believes is appropriate, the proposed retention of Jefferies will
be a moot issue.  Authorizing the Equity Committee's retention of
Jefferies, even on an interim basis, prior to the adjudication of
the Request to Disband would allow Jefferies to incur significant
administrative fees and expenses before a determination has been
made that an equity committee is appropriate under the
circumstances of these cases.  Until a determination has been
made, the Debtors' estates should not be burdened by the fees and
expenses of the Equity Committee's professionals.

However, Mr. Dizengoff states that if the Court determines that
the Equity Committee's retention of Jefferies is appropriate at
this time, certain modifications to the proposed fee structure
are necessary to protect the Debtors' estates and creditors from
being harmed if and when the Equity Committee is disbanded.  The
necessary modifications are:

   * The monthly fees proposed to be paid to Jefferies should be
     paid only if Jefferies contractually agrees to disgorge any
     Monthly Fees received by it if the Equity Committee does not
     receive a material recovery in these cases; and

   * Jefferies should not receive the success fees proposed to be
     paid pursuant to the Application if the Equity Committee
     does not receive a material recovery in these cases.

The Creditors Committee's primary concern is that if the Equity
Committee is permitted to retain Jefferies, the Debtors' estates
and creditors will be forced to pay significant administrative
expenses to fund the Equity Committee's professionals when there
is a substantial likelihood that the Equity Committee will not
receive any, much less a material recovery in these Chapter 11
cases.

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


STANADYNE: Kohlberg Buyout Agreement Prompts S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'B' subordinated debt ratings on Windsor, Connecticut-
based Stanadyne Corp. on CreditWatch with negative implications.
The rating actions follow Stanadyne's announcement that its parent
company, Stanadyne Automotive Holding Corp., has a definitive
agreement to be acquired by an affiliate of Kohlberg & Co. LLC, a
private merchant bank. The transaction is expected to close in the
third quarter of 2004.

"The terms of the proposed deal were not disclosed, but Stanadyne
may be more highly leveraged following the transaction, in which
case it would have a weaker financial profile," said Standard &
Poor's credit analyst Nancy Messer.

Stanadyne had about $96 million of total debt at March 31, 2004.

The CreditWatch listing with negative implications means that the
ratings could be affirmed or lowered following the completion of
Standard & Poor's review. Standard & Poor's will resolve the
CreditWatch listing after discussions with Stanadyne's management
and analyzing any changes to the company's business strategy,
capital structure, and financial policy resulting from the buyout
transaction.

Stanadyne is an independent manufacturer of diesel fuel injection
equipment and precision engine components for diesel and gasoline
engines supplied to original equipment manufacturers in the
automotive, agricultural, construction, industrial, and marine
industries. Competition is intense, coming from large global
companies with greater resources, and end-markets are cyclical


STRATOS INT'L: Retains CIBC World to Explore Strategic Options
--------------------------------------------------------------
Stratos International, Inc. (Nasdaq: STLW), a leading provider of
optoelectronic, fiber optic, and radio frequency and microwave
subsystems and components, announced financial results for its
fourth quarter and full fiscal year ended April 30, 2004.

Sales for the fourth quarter of fiscal year 2004 were
$19.7 million. The Company also recorded license fees and royalty
income of $428,000 in the fourth quarter of fiscal year 2004.

For comparison, third quarter fiscal 2004 revenue for the 3 months
ended January 31, 2004 was $16.0 million. Third quarter fiscal
2004 license fees and royalty income for the 3 months ended
January 31, 2004 was $396,000.

Jim McGinley, CEO of Stratos, remarked, "We are pleased to report
our third consecutive quarter of revenue growth. Our fourth
quarter results were driven by strong sequential growth in both
the Optoelectronic and RF products. Optoelectronic product sales
were up 35% sequentially from the third quarter with strong
transceiver sales to the telecom and enterprise markets. The RF
Microwave group grew 26% sequentially from the third quarter. Our
balance sheet remains healthy with approximately $37 million of
cash and short-term investments at quarter end."

The net loss attributable to common shareholders for the fourth
quarter of fiscal 2004 was $7.0 million, or $0.52 per share. By
comparison, the Company reported a net loss attributable to common
shareholders of $62.6 million or $8.52 per share for the fourth
quarter of fiscal 2003, and a net loss attributable to common
shareholders of $5.4 million or $0.40 per share for the third
quarter of fiscal 2004.

                    Full Fiscal Year 2004 Results

Sales for the full fiscal year 2004 were $49.4 million, compared
to $37.2 million for the same period last year. License fees and
royalty income for the full fiscal year 2004 was $1.4 million,
compared to $14.4 million. The net loss attributable to common
shareholders for the full fiscal year 2004 was $27.2 million or
$2.61 per share compared to $120.3 million or $16.44 per share for
the same period last year.

             Fourth Quarter Non-GAAP Financial Results

The Company provides non-GAAP financial measures to complement its
consolidated financial statements presented in accordance with
GAAP. These non-GAAP financial measures are intended to supplement
the user's overall understanding of the Company's financial
performance and its prospects for the future. Specifically, the
Company believes the non-GAAP results provide useful information
to both management and investors by identifying certain expenses,
gains and losses that, when excluded from GAAP results, may
provide additional understanding of the Company's core operating
results or business performance. However, these non-GAAP financial
measures are not intended to supersede or replace the Company's
GAAP results. A detailed reconciliation of the non-GAAP results to
GAAP results is provided in the "Non-GAAP Condensed Consolidated
Statements of Operations" schedules below.

The non-GAAP net loss for the fourth quarter of fiscal 2004, which
excludes restructuring charges for severance pay and related
costs, other restructuring costs, a reserve for excess and
obsolete inventory, a reserve for deferred tax assets and other
items, was $2.9 million or $0.22 per share, compared with a non-
GAAP net income of $1.5 million or $0.21 per share for the fourth
quarter of fiscal 2003, and compared with a non-GAAP net loss of
$3.2 million or $0.24 per share for the third quarter of fiscal
2004.

          Full Year Non-GAAP Financial Results

The non-GAAP net loss for the full fiscal year 2004, which
excludes restructuring charges for severance pay and related
costs, other restructuring costs, a reserve for excess and
obsolete inventory, a reserve for deferred tax assets and a gain
from the sale of our Bandwidth semiconductor business unit, was
$14.2 million or $1.36 per share, compared with a non-GAAP net
loss of $14.9 million or $2.04 per share for the same period last
year.

The Company completed the acquisition of Sterling Holding Company,
a leading designer, manufacturer and marketer of specialty RF and
microwave components, on November 6, 2003 as previously announced.
Financial results include Sterling's operating results from that
date. The merger with Sterling provided Stratos with two leading
brands, Trompeter and Semflex, a suite of highly profitable and
complementary products, an expanded customer base and strong sales
channels to further its penetration into the military and video
markets.

          Company Exploring Strategic Alternatives

In May, Stratos International announced its decision to explore
various strategic alternatives to maximize shareholder value,
including the possible sale of the Company. The Company has
retained CIBC World Markets Corp. as its exclusive financial
advisor. There is no assurance that a transaction will result
involving the Company. In the meantime, the Company expects to
continue operations as usual by seeking new business, developing
new products and working with customers to maintain a high level
of customer service.

               About Stratos International

Stratos International, Inc. is a leading designer, developer and
manufacturer of active and passive optical, optoelectronic, RF and
Microwave components, subsystems and interconnect products used in
telecom, enterprise, military and video markets.

Stratos has a rich history of optical and mechanical packaging
expertise and has been a pioneer in developing several optical
devices using innovative form factors for telecom, datacom and
harsh environments application. This expertise, coupled with
several strategic acquisitions, has allowed the Company to amass a
broad range of products and build a strong IP portfolio of more
than 100 patents. The Company is a market leader in several niches
including high margin specialty optical products such as RJ and
low rider transceivers, Media Interface Adapters, flex circuits,
as well as high performance RF and microwave coax and triax
interconnect products. The Company currently serves more than 400
active customers in telecom, military and video markets.

                         *   *   *

In its Form 10-Q for the quarterly period ended January 31, 2004,
Stratos International, Inc. reports:

"Our future capital requirements will depend on a number of
factors, including our ability to generate increased sales and our
ability to manage operating expenses. The continued
diversification of our end markets and expansion of our product
offerings through internal and, possibly, external growth could
materially change our level of cash and cash equivalents. This
diversification may require the Company to seek equity or debt
financing. Our only cash commitments are (i) the repayment of
long-term debt of approximately $3.8 million and (ii) the payment
of cumulative cash dividends on the Series B Preferred Stock on
terms specified in the Certificate of Designation for such stock.
We also are obligated to redeem all shares of Series B Preferred
Stock in accordance with the terms of the Certificate of
Designation for such stock no later than 60 days following the
occurrence of certain events relating to the Company's achievement
of $250 million in annual revenue or $500 million in market
capitalization. We believe that our current cash balances will be
sufficient to meet our cash needs for working capital, capital
expenditures, the Series B Preferred Stock dividend and repayments
of long-term debt for the next 12 months. The settlement of
current and future litigation may, however, significantly affect
our cash position.

"We operate in markets that have experienced a severe economic
downturn that began late in the third quarter of fiscal 2001.
These conditions continued in the first nine months of fiscal
2004, during which we experienced significant decreases in net
sales and incurred net losses, offset to a certain extent by the
acquisition of Sterling. We expect the difficult industry
conditions to continue for at least the next 6 to 12 months and
they may continue for a longer period. Any continued or further
decline in demand for our customers' products or in general
economic conditions would likely result in further reduction in
demand for our products and our business, operating results and
financial condition would suffer.

"Further, in order to propel overall industry growth and to
encourage interoperability of supplier components, subsystems,
systems and networks, various industry standards have evolved and
are evolving which provide customers the opportunity to choose
between vendors who have form, fit and function compatible
products that are essentially interchangeable as second or third
sources. As customers manage their supply chains more efficiently,
pricing pressure increases on vendors, such as Stratos, reducing
gross margins for similar products.

"In response to these conditions, we have implemented personnel
reductions, shut down certain facilities, disposed of certain
assets and put in place other cost reduction programs; however,
since many of our costs are fixed in the near term, we expect to
continue to incur significant manufacturing, research and
development, sales and marketing and administrative expenses.
Consequently, we will need to generate higher revenues while
containing costs and operating expenses if we are to return to
profitability. If our efforts to increase our revenues and contain
our costs are not successful, we will continue to incur net
losses.

"We are also examining and pursing opportunities for improving
gross margins and cash flow. The merger with Sterling combined two
companies with brands that are well-respected by segments of the
telecommunications, military, video and broadcast customer base
that seek solutions to difficult problems at the electrical side
of the high-performance, high-bandwidth interface which are solved
by products offered by Stratos. We believe that these products,
when combined with superior customer service, provide the
potential for improving gross margins and cash flows.

"Accordingly, we are examining the requirements of our customers
and the broader potential customer base where our core
competencies could provide value to customers in an enduring and
profitable way. We are also focused on improving customer service
through better execution of delivery, support and cycle time,
particularly for specialty products to those customers who value
and will pay for this service. We seek to create a customer-
responsive organization which executes on demand and stands behind
its customer's strategy. There is no assurance that these efforts
will be successful."


TANGO CORP: Demands Immediate Delisting From Berlin Stock Exchange
------------------------------------------------------------------
Tango Incorporated (OTCBB:TNGO) announced that it is taking
immediate steps to delist its common stock from trading on the
Berlin Stock Exchange.

The Company's shares were listed on the Berlin Stock Exchange
without the Company's prior knowledge, consent or authorization.

TNGO has recently been made aware of an unauthorized listing of
its common stock on the Berlin-Bremen Stock Exchange. Company
executives became suspicious that the possibility of "naked short
selling" could take place in its stock due to the unregulated
nature of the Berlin Exchange.

Legal counsel to the Company is sending a written demand to the
Berlin-Bremen Stock Exchange (BBSE) that it immediately stop
trading in the Company's common stock by designating the Company's
common stock as "NA" on the next trading day while concurrently
proceeding without delay to completely de-list the Company's
common stock from the BBSE.

                     About Tango

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


UAL CORPORATION: Records $93 Million Net Loss in May 2004
---------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed its May Monthly
Operating Report with the United States Bankruptcy Court. The
company reported earnings from operations of $9 million, which
represents an improvement of approximately $164 million over May
2003. Mainline passenger unit revenue improved 7% year-over-year.
Unit costs were down 15% over last year. The company reported a
net loss of $93 million, including $58 million in reorganization
expenses, which include non-cash items resulting from the
rejection of aircraft as the company aligns its fleet with the
market. UAL met the requirements of its debtor-in- possession  
financing.

"Despite high fuel prices that have impacted the entire industry,
United delivered a modest operating profit this month, which
speaks to the quality of our employees' performance and the
restructuring," said Jake Brace, United's executive vice president
and chief financial officer. "Our cost-reduction and revenue-
generation efforts are delivering results and making United a
stronger, more competitive airline as we continue to move
forward."

UAL ended May with a cash balance of about $2.2 billion, which
included $701 million in restricted cash. The cash balance
decreased $61 million during the month of May, driven by the May l
Bank One DIP repayment of $60 million.

United continued to deliver strong operational results, with an
on-time :14 departure performance of 74.6% and a May load factor
of 80.1%.

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: Court Authorizes Settlement With Mae Entities
--------------------------------------------------------------
Judge Wedoff authorizes United Airlines Inc. to enter into an
amendment to a General Services Agreement with Singapore
Technologies Aerospace, Ltd., ST Mobile Aerospace Engineering,
Inc., Dalfort Aerospace, LP, and ST Aviation Services Company PTE,
LTD.

ST Mobile Aerospace Engineering has been the Debtors' primary
airframe maintenance services provider since 1996.  ST Mobile
Aerospace is currently the Debtors' exclusive provider of heavy-
maintenance services for the Debtors' Airbus and 747 aircraft.

On December 14, 2001, the Debtors entered into an agreement with
the MAE Entities to provide airframe maintenance services.  
Although the Agreement is with all the MAE Entities, the Debtors
have only used Mobile Aerospace Engineering's services.

James H.M. Sprayregen, Esq., explains that the Debtors listed
Mobile Aerospace Engineering on their bankruptcy schedules as
having an unsecured, non-priority, prepetition claim for
$4,689,427.  On May 12, 2003, Mobile Aerospace Engineering filed
a proof of claim for $4,769,975 alleging unpaid prepetition
services performed under the Agreement.

Mr. Sprayregen tells the Court that after the Petition, the
Debtors asserted warranty claims against Mobile Aerospace
Engineering:

   (a) $454,091 for damages to B747-400 reverser track beams;

   (b) $420,423 for damages to the nose landing gear of Aircraft
       A319; and
  
   (c) $4,719,700 for damages to a V2500 engine.

Mobile Aerospace Engineering disputes the amounts owed for the
reverser track beams and the V2500 engine.  To reconcile these
disputed amounts, the Parties engaged in good faith negotiations
and reached an agreement:

   (1) The MAE Entities will pay the Debtors $2,880,746 to settle
       the Warranty Claims;

   (2) Mobile Aerospace Engineering's $4,769,975 claim will be
       treated as a general, unsecured, prepetition claim even if
       the Claim would otherwise be entitled to payment as a
       cure claim;

   (3) The 2004 labor rate for existing contract pricing will be
       reduced by $2 per hour for Mobile Aerospace Engineering's
       services;

   (4) The MAE Entities will remain the Debtors' exclusive heavy
       maintenance service providers during 2004 for the 747,
       A320 and A319 Aircraft; and

   (5) The Debtors will assume the Agreement in any plan of
       reorganization.

The Agreement will allow the Debtors to avoid complex and time-
consuming litigation.  The Agreement mandates the MAE Entities to
provide the Debtors with substantial benefits.  The Debtors will
benefit by continuing their business relationship with the MAE
Entities because they are uniquely able to provide the high
quality of service necessary to maintain the Aircraft.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UNOVA INC: S&P Raises Corporate & Sr. Unsecured Debt Ratings To B+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Everett, Wash.-based UNOVA Inc. to 'B+' from 'B-'. At
the same time, the rating on the company's senior unsecured notes
was raised to 'B+' from 'CCC+'. UNOVA had balance sheet debt of
$209 million at March 31, 2004. The outlook is stable.

"The upgrade reflects a material improvement in UNOVA's operating
results, cash flow protection measures, and financial
flexibility," said Standard & Poor's credit analyst Nancy Messer.
"Over the past several years, cash generated through working
capital gains, a reversion of surplus pension assets, asset sales,
and a significant level of patent settlement awards has been
deployed to reduce debt and build the cash balance."

UNOVA has refrained from acquisition activity, enabling the
company to focus on working capital management and improving
operational efficiencies. Restructuring efforts have reduced the
breakeven revenue level, and the improving U.S. economy is
boosting sales."

UNOVA is an industrial technologies company with two unrelated
business segments. The Automated Data Systems business segment
manufactures and markets a variety of hand-held computers,
stationary and vehicle-mounted terminals, and data-collection
devices. The Industrial Automation Systems segment (40%) provides
machine tools, assembly systems, and precision grinding systems to
such industrial customers as automotive original equipment
manufacturers and diesel engine manufacturers, the aerospace
market, and metal-workings markets.

Upside rating potential is limited by the company's moderate
scale, the competitive character of the markets in which it
participates, and the management challenges arising from the
differing requirements of the company's two business segments.
Downside rating potential is limited by the company's strong
liquidity position and management's stated intent to use existing
cash for near-term debt reduction and to refrain from
acquisition activity that could materially raise leverage.


VILLA ST. MICHAEL: Handwerger Cardegna Serves as Accountants
------------------------------------------------------------
(Bernadette)

Villa St. Michael Limited Partnership asks authority from the U.S.
Bankruptcy Court for the District of Maryland to employ
Handwerger, Cardegna, Funkhouser & Lurman, P.A. as its
accountants.

Handwerger Cardegna, as accountant is expected to:

   a. prepare of Medicaid Cost Report;

   b. prepare of Medicare Cost Report;

   c. assist to debtor during Medicaid Audit of filed Cost
      Report;

   d. assist to debtor during Medicare Review and/or Audit
      of Cost Report;

   e. Prepare of Annual Personal Property Tax Return;

   f. Negotiate of payment plans and settlements with Medicaid
      Program;

   g. any other accounting and reimbursement services as
      requested, which may include projections, assistance and
      preparation of monthly financial statements and monthly
      operating reports for filing with Bankruptcy Court; and

   h. perform all compliance requirements for HUD, including
      audited financial statements.

Handwerger Cardegna will be employed under a general retainer of
$5,000.


WILSONS THE LEATHER: Shareholders OK $35 Million Equity Financing
-----------------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) announced that
shareholders approved the sale in a private placement of
17,948,718 shares of newly issued Common Stock to three
institutional investors at a purchase price of $1.95 per share and
the issuance of warrants to the investors to purchase an
additional two million shares of Common Stock exercisable for five
years, at an exercise price of $3.00 per share. This financing
will provide the Company with $35 million in new equity before
offering expenses. Wilsons Leather intends to use the proceeds
from the issuance of the Common Stock to repay its 11 1/4% Senior
Notes due August 15, 2004, and for general working capital
purposes.

As additional consideration for the investors' commitment, Wilsons
Leather previously issued warrants to the investors to purchase an
additional two million shares of Common Stock exercisable for five
years, at an exercise price of $3.00 per share. The closing of the
financing is expected to be completed on July 2, 2004.

The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States in the absence of an
effective registration statement or exemption from registration
requirements. However, as part of the financing, the Company has
agreed to file a registration statement on Form S-3 no later than
30 days after the closing of the financing with the Securities and
Exchange Commission for purposes of registering the resale of the
shares of Common Stock issued in the private placement.

This release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state. Any offering of the
Company's securities under the resale registration statement will
be made only by means of a prospectus.

                    About Wilsons Leather

Wilsons Leather is the leading specialty retailer of leather
outerwear, accessories and apparel in the United States. As of May
29, 2004, Wilsons Leather operated 457 stores located in 45 states
and the District of Columbia, including 332 mall stores, 108
outlet stores and 17 airport stores. The Company regularly
supplements its permanent mall stores with seasonal stores during
its peak selling season from October through January.

                          *   *   *

In its Form 10-Q for the quarterly period ended May 1, 2004,
Wilsons the Leather Experts Inc. reports:

"The Company currently does not have the funds to pay the
outstanding principal amount of the 11 1/4% Senior Notes when they
are due on August 15, 2004. The senior credit facility prohibits
the Company from incurring any indebtedness which refunds, renews,
extends or refinances the 11 1/4% Senior Notes on terms more
burdensome than the current terms of such notes, and the rate of
interest with respect to any replacement notes cannot exceed the
sum of the rate of interest on United States treasury obligations
of like tenor at the time of such refunding, renewal, extension or
refinancing, plus 7.0% per annum. The Company anticipates that it
will not be able to refund, renew, extend or refinance the 11 1/4%
Senior Notes with indebtedness that would comply with such
limitations. However, if the Company completes a sale of its
capital stock by August 15, 2004, on terms that are acceptable to
the lenders under the senior credit facility, such lenders have
agreed that the Company may use the proceeds from such sale to pay
the 11 1/4% Senior Notes. The lenders have agreed that the terms
of the Equity Financing if consummated, would be acceptable for
this purpose. If the Company is unable to close the Equity
Financing for any reason, it will need to find an alternative
source of permitted financing for the repayment of the 11 1/4%
Senior Notes before it will be permitted to borrow under the
senior credit facility. The Company anticipates that it will need
to access the revolving portion of the senior credit facility by
the middle of July 2004."


WESTPOINT STEVENS: Court Approves Suntrust Lease Settlement Pact
----------------------------------------------------------------
Prior to the Petition Date, WestPoint Stevens, Inc., as lessee,
entered into a master lease with SunTrust Leasing Corporation.  
Under the Master Lease, the Debtors lease approximately 400
trailers and 25 tractors, which are critical for maintaining the
uninterrupted operation of their ongoing businesses.  The Leased
Equipment is essential for transporting raw materials to the
Debtors' various manufacturing locations and finished goods to
both purchasers' and the Debtors' own outlet store locations.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells the Court that the Debtors lease the Leased Equipment
pursuant to three schedules to the Master Lease:

   (1) 190 Dorsey Trailers, Model AIDT-LSW and 10 Dorsey
       Trailers, Model AIDT-LSCGW, pursuant to Master Lease
       Schedule No. 423-01, dated December 10, 1997;

   (2) 25 Volvo Tractors (2000), pursuant to Master Lease
       Schedule No. 423-03, dated September 28, 1999; and

   (3) 200 Dorsey Trailers (2000), pursuant to Master Lease
       Schedule No. 423-04, dated September 29, 1999.

The terms of the lease of equipment under Schedule No. 1 expired
on October 31, 2003 while Schedule No. 2 expired on December 31,
2003.  The lease of equipment under Schedule No. 3 is set to
expire on August 31, 2005.

On the expiration of the applicable lease term, the Debtors have
an option to either return the equipment or to make a lump-sum
payment to purchase the equipment.  Under Schedule No. 1, the
purchase price of the equipment is $695,898 while under Schedule
No. 2, the purchase price is $287,400.

The Debtors believe that the equipment leased under Schedules No.
1 and 2 has substantial equity value in excess of the purchase
price.  Thus, purchasing the equipment is economically preferable
to either leasing new equipment or purchasing replacement
equipment, and would avoid the possibility of a significant
disruption in the Debtors' business operations.

However, SunTrust has asserted that the Debtors are in default
under Schedule No. 1 and Schedule No. 2 and therefore cannot
exercise the purchase option.  The Debtors dispute this
assertion.  To resolve their dispute, the Debtors and SunTrust
engaged in extensive, arm's-length, and good faith negotiations.  
Those negotiations culminated in a compromise and settlement
embodied by the terms and conditions set forth in a Settlement
Agreement.

Pursuant to the Settlement Agreement, the Debtors will purchase
the equipment under Schedule No. 1 and Schedule No. 2 over time
rather than making a lump-sum payment, with final payment due on
January 1, 2005.  Other salient terms of the Settlement Agreement
are:

   * The Debtors will purchase the equipment leased under  
     Schedules No. 1 and No. 2 pursuant to this schedule:

     (1) With respect to Schedule No. 1:

         a. On or before June 1, 2004, the Debtors will tender to
            SunTrust, in immediately available funds, a $298,511
            payment; and

         b. Commencing on July 1, 2004 and continuing on the
            first day of each month thereafter up to and
            including January 1, 2005, the Debtors will tender
            to SunTrust, in immediately available funds, monthly
            payments of $59,702;

     (2) With respect to Schedule No. 2:

         a. On or before June 1, 2004, the Debtors will tender to
            SunTrust, in immediately available funds, a $123,283
            payment; and

         b. Commencing on July 1, 2004 and continuing on the
            first day of each month thereafter up to and
            including January 1, 2005, the Debtors will tender to
            SunTrust, in immediately available funds, monthly
            payments of $24,657;

   * SunTrust will retain title to and ownership of the
     Schedule No. 1 and Schedule No. 2 equipment until all of the
     relevant purchase payments have been made, and on receipt
     by SunTrust of all the payments, SunTrust will transfer
     title of the equipment to the Debtors;

   * Except as modified by the Settlement Agreement, all terms
     and conditions of the Lease Documents will remain unchanged
     and in full force and effect, including, but not limited to,
     the payment terms set forth therein and the provisions
     requiring the Debtors to maintain adequate insurance with
     respect to the Leased Equipment, and maintain the Leased
     Equipment in good repair, normal wear and tear accepted; and

   * Before November 1, 2004, the Debtors will not take any steps
     or file any pleadings or papers seeking a rejection of all
     or any portion of Schedule No. 3 or the Master Lease.

The Debtors believe that continued use of the Leased Equipment is
essential to their ongoing business operations.  If the Debtors
do not maintain sufficient capacity to transport raw materials to
their various manufacturing locations, Mr. Rapisardi points out,
production of finished goods would be significantly and
detrimentally impacted.  In addition, transportation of finished
goods to purchasers, as well as the Debtors' own outlet store
locations, would similarly suffer.  The settlement with SunTrust
will enable the Debtors to continue uninterrupted use of the
Leased Equipment, thus avoiding any disruption in their business
operations.

Accordingly, the Court approves the Debtors' settlement with
SunTrust with respect to their use of the Leased Equipment.
(WestPoint Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


* BOND PRICING: For the week of June 28 - July 2, 2004
------------------------------------------------------  

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    67
AMR Corp.                             10.200%  03/15/20    73
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
Calpine Corp.                          7.750%  04/15/09    66
Calpine Corp.                          8.500%  02/15/11    68
Calpine Corp.                          8.625%  08/15/10    68
Calpine Corp.                          8.750%  07/15/07    74
Comcast Corp.                          2.000%  10/15/29    39
Cummins Engine                         5.650%  03/01/98    70
Elwood Energy                          8.159%  07/05/26    69
Inland Fiber                           9.625%  02/01/09    71
Missouri Pacific                       5.750%  01/01/45    74
Missouri Pacific                       5.000%  01/01/45    73
National Vision                       12.000%  03/30/09    62   
Northwest Airlines                     7.875%  03/15/08    67
Northwest Airlines                     8.700%  03/15/07    74
Northwest Airlines                    10.000%  02/02/09    70
Northern Pacific Railway               3.000%  01/01/47    52


                           *********

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

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

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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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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.

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                *** End of Transmission ***