TCR_Public/040630.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 30, 2004, Vol. 8, No. 132

                           Headlines

240 CHURCH STREET OPERATING: Voluntary Chapter 11 Case Summary
360NETWORKS: Panel Wants Batson-Cook to Return $1.9M Pref. Payment
ABRAXAS PETROLEUM: Extends Consent Solicitation to July 6, 2004
ADELPHIA: Devon Trustee Asks for Sept. 27 Claim Objection Deadline
ADVANCED MEDICAL: Acquires Pfizer's Opthalmic Business

AIR CANADA: Monitor's Twenty-Eighth Report Now Available
AIR CANADA: Selling Buyer Furnished Equipment
ALLEGHENY TECHNOLOGIES: Expects Favorable Second Quarter Results
AMERICAN BUSINESS: Extends Investment Note Offer Through July 31
AMERICAN BUSINESS: Continues Listing on NASDAQ National Market

ANNUITY & LIFE RE: Receives Notice of Potential NYSE Delisting
BANC OF AMERICA: Fitch Assigns Ratings to 2004-6 Certificates
BCP CAYLUX: S&P Assigns B- Rating To $225M Sr. Subordinated Notes
BEAZER HOMES: Fitch Rates Senior Unsecured Debt at BB+
BELDEN & BLAKE: S&P Raises Corporate Credit Rating to B from CCC+

BMC INDUSTRIES: Case Summary & 42 Largest Unsecured Creditors
BURLINGTON: Commences Suit Against Mafatlal Over Shareholders Pact
CANBRAS: Reports Delay in Initial Distribution to Shareholders
CATHEDRAL OF HEALING: Voluntary Chapter 11 Case Summary
COVAD: Appellate Court Permits Antitrust Suit Against Bellsouth

CROWN CASTLE: Agrees to Sell UK Unit to National Grid for $2 Bil.
CROWN CASTLE: S&P Places Ratings On CreditWatch Positive
DELTA FINANCIAL: Prices $520 Million Asset-Backed Securitization
EARTHSHELL CORP: Shareholder Meeting Adjourned to July 26, 2004
ELWOOD ENERGY: S&P Lowers Rating on $368 Million Bonds to B+

ENRON: Offshore Power Employs Simpson Thacher As Special Counsel
ENRON NORTH AMERICA: Wants To Reject Enron Teesside Financial Swap
ENRON NORTH: Asks To Enforce Stay On Enron Teesside Operations
FARMLAND INDUSTRIES: J.P. Morgan Trust Named Liquidating Trustee
FLEMING COMPANIES: Agrees to Settle UFCW Funds' Claims

FOOTSTAR INC: Secures New DIP and Exit Credit Facility
FUN-4-ALL: Wants to Utilize Cash Collateral to Finance Operations
GENTEK: President & CEO Richard Russell Acquires Stock & Warrants
GOODYEAR: S&P Assigns B- Rating to $150M Convertible Senior Notes
GROUPE BOCENOR: Files BIA Proposal for Creditor Approval in July

INTEGRATED BUSINESS: Secures $6.25 Million Equity Commitment
IRELAND CORNERS: Case Summary & 20 Largest Unsecured Creditors
JG REAL ESTATE: Case Summary & 1 Largest Unsecured Creditor
KITCHEN ETC: Asks to Bring-In Testa Hurwitz as Special Counsel
KNIGHTHAWK INC: Retains Investor Relations Firm Equicom Group

LASER MORTGAGE: Will Make Final Liquidation Distribution July 20
LYNX ASSOCIATES: First Creditors' Meeting Slated for July 14
MARINE PIPELINE: Taps Great American to Liquidate All Assets
MBMI RESOURCE: Inks Purchase Pact for 3 Nickel Laterite Properties
MIRANT AMERICAS: Court Approves Firm Wholesale Capacity Offer

MISSISSIPPI CHEMICAL: Citigroup & Perry Extend $182.5M Financing
NATIONWIDE HEALTH: Offering $1M Convertible Preferred Stock
NEW WEATHERVANE: Wants to Sign-Up Pepper Hamilton as Attorneys
NORTHWEST AIRLINES: Fitch Affirms Sr. Unsecured Debt Rating at B
NYACK HOSPITAL: Fitch Affirms B+ Rating on $19.8MM Revenue Bonds

OHIO CASUALTY: S&P Rates $200 Mil. Senior Unsecured Debt at BB
OMNI FACILITY: Has Until August 9 to File Bankruptcy Schedules
OWENS CORNING: Asks Court to Extend Exclusive Solicitation Period
P-COM INC: Raises About $3 Million Additional Working Capital
PARMALAT AUSTRALIA: Reports 2003 Operating Performance

PARMALAT GROUP: Files Restructuring Plan With Industry Ministry
PARMALAT GROUP: U.S. Debtors Modify Employee Severance Plan
P.D.C. INNOVATIVE: Paul Smith Discloses 23% Equity Stake
PEGASUS SATELLITE: Hires Miller Buckfire As Financial Advisor
PIVOTAL SELF: Shareholders Ratify Phantom Fiber Acquisition

RCN CORPORATION: Releases Statement of Financial Affairs
RTICA CORP: Taps Kingsdale Capital as Agent for Private Placement
SAFETY-KLEEN: Names Frederick Florjancic as New CEO and President
SALTON: Declares Dividend Distribution of Pref. Purchase Rights
SOUND ON SOUND: Case Summary & 20 Largest Unsecured Creditors

SOVEREIGN BANCORP: Fitch Rates $1 Billion Mixed-Shelf Offering
STRATUS SERVICES: Further Extends Exchange Offer to July 10, 2004
TITAN CORP: S&P Revises Outlook to Negative On Merger Termination
TRENWICK: Shareholders' Request for Official Committee Denied

TRICO MARINE: Agrees to Provide GECC $1.7 Million in Cash Deposits
TULLY'S COFFEE: Stockholders' Deficit Nears $5.5 Mil at March 28
TURNSTONE: Paying $500,000 to Digital Broadband's Creditor Panel
UAL CORP: ATSB Denies Final Bid for $1.1 Billion Loan Guarantee
UAL CORPORATION: Watchdog Group Applauds ATSB's Final Decision

UAL CORP: Recruits American Airlines & Dell Execs For Key Roles
VENTAS INC: S&P Upgrades Corporate Credit Rating to BB from BB-
VISTEON CORP: Appoints Michael Johnston as Chief Executive Officer
WILLOW MILL CAMPSITE: Case Summary & Largest Unsecured Creditors
WOMEN FIRST: SkinMedica Wins Bid to Acquire VANIQA for $36.6 Mil.

WORLDCOM INC: Bankruptcy Court Disbands Fee Review Committee
XTREME COMPANIES: Sells Fire-Rescue Jet Boat to Retail Market

* Commercial Credit Counseling Services Expands Office
* Sheppard Mullin Welcomes Donna Jones' Expertise in San Diego
* White House Names Lexecon Director to Antitrust Commission

* Upcoming Meetings, Conferences and Seminars

                           *********

240 CHURCH STREET OPERATING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Lead Debtor: 240 Church Street Operating Company II, LLC
             dba Newington Health Care Center
             411 Hackensack Avenue
             Hackensack, New Jersey 07601

Bankruptcy Case No.: 04-14388

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                          Case No.
      ------                                          --------
      107 Osborne Street Operating Company II, LLC    04-14389
      599 Boston Post Road Operating Company II, LLC  04-14390
      341 Jordan Lane Operating Company II, LLC       04-14391
      710 Long Ridge Road Operating Company II, LLC   04-14392
      1 Burr Road Operating Company II, LLC           04-14393
      245 Orange Avenue Operating Company II, LLC     04-14394

Type of Business: The Debtor operates a health care center.

Chapter 11 Petition Date: June 27, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: Schuyler G. Carroll, Esq.
                  Arent Fox PLLC
                  1675 Broadway
                  New York, NY 10019
                  Tel: 212-484-3955
                  Fax: 212-484-3990

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


360NETWORKS: Panel Wants Batson-Cook to Return $1.9M Pref. Payment
------------------------------------------------------------------
Batson-Cook Company received preferential transfers from Carrier
Centers Georgia, Inc., totaling $1,913,046 on or within 90 days
before the Petition Date.

Peter D. Morgenstern, Esq., at Bragar Wexler Eagel & Morgenstern,
LLP, in New York, asserts that:

   (a) the Transfers were made to Batson-Cook for or on account
       of an antecedent debt Carrier Centers owed before the
       Transfers were made;

   (b) Batson-Cook was a creditor at the time of the Transfers;

   (c) the Transfers were made while Carrier Centers was
       insolvent; and

   (d) by reason of the Transfers, Batson-Cook was able to
       receive more than it would otherwise receive if:

       -- the Debtors' cases were cases under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers had not been made; and

       -- it received payment of the debts in a Chapter 7
          proceeding in the manner the Bankruptcy Code
          specified.

On March 26, 2002, Carrier Centers asked Batson-Cook to return
the Transfers.  Batson-Cook failed to return the Transfers.

Thus, the Official Committee of Unsecured Creditors, on Carrier
Centers' behalf, asks the Court to:

   (a) declare that the Transfers are avoidable pursuant to
       Section 547 of the Bankruptcy Code;

   (b) pursuant to Sections 547 and 550, declare that Batson-Cook
       must pay at least $1,913,046, representing the amounts it
       owed Carrier Centers, plus interest from the date of
       the Demand Letter as permitted by law;

   (c) pursuant to Section 502(d), provide that any and all  
       claims against Carrier Centers that Batson-Cook filed
       will be disallowed until it repays in full the Transfers
       plus all applicable interests; and

   (d) award to the Committee all costs, reasonable attorneys'
       fees and interest.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber  
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.  
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 70; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


ABRAXAS PETROLEUM: Extends Consent Solicitation to July 6, 2004
---------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) announced that it has
extended the consent solicitation relating to certain proposed
amendments to the indenture pursuant to which its 11 1/2% Secured
Notes due May of 2007, Series A and Series B, were issued. Abraxas
has extended the expiration date until 5:00 p.m., New York City
time, on July 6, 2004, unless the Consent Solicitation is further
extended.

The adoption of the Proposed Amendment is conditioned on delivery
of consents from holders of at least a majority of the principal
amount of the Notes. The adoption of the Proposed Amendment is
also subject to certain other conditions, which are described in
Abraxas' Consent Solicitation Statement dated June 3, 2004. This
announcement is not an offer to purchase, a solicitation of an
offer to purchase, or a solicitation of consent with respect to
any securities. The Consent Solicitation is being made solely by
means of a Consent Solicitation Statement dated June 3, 2004.
Except as otherwise described above, all terms and conditions of
the Consent Solicitation are unchanged.

Guggenheim Capital Markets, LLC is serving as Solicitation Agent
in connection with the Consent Solicitation. Questions regarding
the terms of the Consent Solicitation may be directed to the
Solicitation Agent at 212-381-7500. Global Bondholder Services
Corporation is serving as Tabulation Agent and Information Agent
in connection with the Consent Solicitation. Questions regarding
the delivery procedures for the consents and requests for
additional copies of the Consent Solicitation Statement or related
documents may be directed to the Information Agent at 212-430-
3774.

                     About the Company

Abraxas Petroleum Corporation is a San Antonio-based crude oil and  
natural gas exploitation and production company. The Company  
operates in Texas, Wyoming and western Canada.  

At March 31, 2004, Abraxas Petroleum Corporation's balance sheet  
shows a total stockholders' deficit of $75,828,000 compared to a  
deficit of $72,203,000 at December 31, 2003.


ADELPHIA: Devon Trustee Asks for Sept. 27 Claim Objection Deadline
------------------------------------------------------------------
Devon Mobile Communications, LP's Liquidating Trustee, Buccino &
Associates, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware to extend the deadline by which it must object to
administrative and other proofs of claim filed in its Chapter 11
cases.  The Trustee wants the deadline extended to September 27,
2004.

Since Devon's plan was confirmed, the Devon Debtors, the Devon
Trustee and their professionals have worked diligently and
closely to timely resolve each of the proofs of claim and
interest filed in their Chapter 11 cases.  As a result, the Devon
Trustee filed and is prosecuting many Claim Objections.

Despite the Devon Trustee's best efforts, Michael R. Nestor,
Esq., at Young, Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, says, there are still a number of claims outstanding.  
The Devon Trustee believes that an extension would allow a
conclusive determination as to the existence of any additional
objectionable claims.

An extension of the Claims Objection Deadline was bargained for
in the Plan.  Specifically, the Plan grants the Devon Trustee the
right to extend the deadline by which it must object to claims.   
The Plan further authorizes the Devon Trustee to seek an
extension by ex parte motion without notice or hearing.  Since an
extension was contemplated under the Plan, the Devon Trustee
believes that extending the Claims Objection Deadline is entirely
reasonable and appropriate.

The Devon Trustee has not shirked its duties under the Plan,
Mr. Nestor contends.  Rather, it worked diligently to evaluate the
remaining claims in a timely and efficient manner and is
prosecuting the Claims Objection. (Adelphia Bankruptcy News, Issue
No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVANCED MEDICAL: Acquires Pfizer's Opthalmic Business
------------------------------------------------------
Advanced Medical Optics, Inc. (AMO) (NYSE:AVO), a global leader in
ophthalmic surgical devices and eye care products, announced that
it has completed its previously announced acquisition of Pfizer's
ophthalmic surgical business.

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

"The addition of Pfizer's ophthalmic surgical assets, which
include the industry's premier viscoelastic product line and
patented IOL designs utilizing wavefront technology, is an
excellent strategic fit for AMO, and complements our existing
technological proficiencies," said James V. Mazzo, AMO president
and chief executive officer. "The transaction also allows us to
enter the glaucoma medical device business and gain a greater
understanding of the needs of glaucoma specialists and their
patients. AMO has long respected the superior quality and
technological advancements of the Pfizer ophthalmic surgical
business, which served surgeons around the world for many years
under the Pharmacia name. We are pleased and proud to welcome the
Pharmacia employees and customers into our organization, and are
confident that our combined organization will be an important
contributor to the global ophthalmic community."

The company previously announced that it expects combined 2005
revenue from its existing business and the acquired Pfizer
ophthalmic surgical business to be between $800 million and $830
million. Combined pro forma diluted earnings per share for 2005
are expected to be between $1.50 and $1.70. The company plans to
provide revised guidance for 2004 and 2006, reflecting the impacts
of the Pfizer transaction, when it reports second-quarter 2004
financial results on July 28.

To finance the transaction, AMO recently initiated a
recapitalization of its balance sheet. The major components of the
recapitalization included:

   -- Exchange of approximately $108.6 million aggregate principal
      amount of its outstanding 3.5 percent convertible senior
      subordinated notes due 2023 for approximately 5.8 million
      shares of its common stock and approximately $4.6 million in
      cash.

   -- Repayment by its Japan subsidiary of a 2.5 billion yen-
      denominated ($22.4 million equivalent) term loan facility.

   -- Purchase of debt under the tender offer to purchase for cash
      any and all of its $70 million outstanding 9.25 percent
      senior subordinated notes due 2010.

   -- Private offering of $350 million aggregate principal amount
      of 2.5 percent convertible senior subordinated notes due
      2024.

   -- Amendment of its senior credit facility to provide for a
      $100 million senior revolving credit facility and a $250
      million term loan B, both maturing on June 25, 2009.

"In addition to funding the transaction, this recapitalization was
designed to reduce AMO's cost of capital and interest rate risk
while increasing our stockholders' equity, and improving
operational and financial flexibility for future growth," said
Richard A. Meier, executive vice president, operations and finance
and chief financial officer.

               About Advanced Medical Optics  

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

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

                       *   *   *

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

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

The outlook is stable.


AIR CANADA: Monitor's Twenty-Eighth Report Now Available
--------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

The Twenty-Eighth Report of the Monitor has been completed by
Ernst and Young Inc. and is available at http://www.aircanada.com/

    The Report includes:

    1) An update on the status of the Private Equity Process;

    2) An analysis of the terms of an agreement reached between
       Cerberus ACE Investments, LLC, an affiliate of Cerberus
       Capital Management, L.P., and Air Canada in connection with
       a private equity investment of $250 million, which is
       subject to court approval; and

    3) A brief summary of proposed amendments to the Initial
       Order.

In the Report, The Monitor recommends that the Court approve the
Cerberus Investment Agreement.

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


AIR CANADA: Selling Buyer Furnished Equipment
---------------------------------------------
Air Canada intends to sell certain buyer furnished equipment
relating to two A340-500 aircraft, free and clear of charges
created by the Initial CCAA Order.

Air Canada and AVSA S.A.R.L. were parties to three aircraft
purchase agreements, including the A340-500/600 Purchase
Agreement dated April 7, 1998, as amended.  The A340-500/600
Purchase Agreement related to, among other things, Air Canada's
acquisition of a number of aircraft, including the two A340-500
Aircraft.  Under the A340-500/600 Purchase Agreement, the
Aircraft were scheduled to be delivered to Air Canada in April
and May 2003.

As contemplated by the A340-500/600 Purchase Agreement, Air
Canada furnished to AVSA the BFE so that it could be installed on
the Aircraft before their delivery to Air Canada.  Most of the
items comprising the BFE were delivered to AVSA before April 1,
2003.  However, title to the BFE remains with Air Canada.

After the Petition Date, Air Canada did not take delivery of the
Aircraft in April and May 2003, as contemplated by the A340-
500/600 Purchase Agreement.

In the context of the aircraft lease restructurings carried out
by the airline, Air Canada and AVSA agreed to restructure the
three aircraft purchase agreements, including the A340-500/600
Purchase Agreement, pursuant to a Memorandum of Understanding
dated March 12, 2004 and a Term Sheet for the Provision of
Certain Financing Support dated March 12, 2004.  The MOU and the
Term Sheet provide for the purchase of the Aircraft by Air
Canada, the financing by AVSA, and an option to purchase certain
other aircraft.  The CCAA Court approved the MOU and the Term
Sheet in March 2004.

According to Ashley John Taylor, Esq., at Stikeman Elliott, LLP,
the parties currently contemplate that, pursuant to the MOU and
Term Sheet, Airbus Financial Services will finance the
acquisition of the Aircraft by Air Canada from Bonaventure
Limited, a corporation established by AVSA or an affiliate of
AVSA for the purpose of acquiring the Aircraft and selling it to
Air Canada.  AVSA will sell the Aircraft, including the BFE
installed thereon, to Bonaventure and will arrange for a loan to
Bonaventure for the purpose of acquiring the Aircraft.  Airbus
Financial Services will receive security on the Aircraft to
secure the obligations of Bonaventure under the loan.  
Bonaventure will sell the BFE-installed Aircraft to Air Canada by
way of a conditional sale agreement.

The delivery of the BFE-installed Aircraft to Bonaventure and
then to Air Canada is scheduled to take place in June and July
2004.  All of the BFE which was previously delivered to AVSA has
either been installed on the Aircraft or will be installed prior
to delivery of the Aircraft to Bonaventure.

Under the transaction documents, title to the entire Aircraft,
including the BFE, will pass to Air Canada upon payment of the
financed amount.  The financed amount is in respect of the net
price of the Aircraft, after application of certain deposits and
pre-delivery payments contemplated in the MOU and excludes the
cost of the BFE.  In a realization scenario any excess value in
the Aircraft above Air Canada's financing obligations will flow
back to Air Canada.

The approval of the MOU and Term Sheet was granted on the basis
that if Air Canada does not successfully emerge from the CCAA
proceedings, the estate would not be prejudiced by the approval
transaction other than to the extent of payments made during the
CCAA proceedings.  Mr. Taylor assures the Court that the sale of
the BFE would not further prejudice the estate in the event Air
Canada does not successfully emerge because the value of the BFE,
which is contemplated to be sold to AVSA for nominal
consideration, will be preserved through the mechanism of the
conditional sale agreement.

The Applicants also ask the Court to provide that any future sale
of redundant or non-material assets will be free and clear of all
charges created by the Initial CCAA Order.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLEGHENY TECHNOLOGIES: Expects Favorable Second Quarter Results
----------------------------------------------------------------
Allegheny Technologies Incorporated (NYSE:ATI) said that it
expects second quarter 2004 results to be favorably impacted by
improving market conditions and special items. In addition, ATI
commented on the transformation of ATI Allegheny Ludlum as a
result of its new labor agreement with the United Steelworkers of
America (USWA) and the recent acquisition of assets in Midland, PA
and Louisville, OH.

               Comments on Second Quarter 2004

"We expect our Flat-Rolled Products segment to record positive
operating profit in the second quarter 2004. This would be the
first quarterly operating profit from Allegheny Ludlum since the
2002 third quarter," said Pat Hassey, Chairman, President and
Chief Executive Officer of Allegheny Technologies. "Demand for our
flat-rolled products is strong and we have taken several price
restoration actions in 2004."

Also in the second quarter 2004, special items are expected to
result in a one-time gain of approximately $39 million, or $0.48
per share, due to the following:

   -- A $71 million curtailment and settlement gain as a result of
      actions taken to cap, beginning in 2005, and then eliminate,
      beginning in 2010, certain retiree medical benefits not
      related to the new labor agreement.

   -- A $25 million charge resulting from Transition Assistance
      Program (TAP) incentives as provided in Allegheny Ludlum's
      new labor agreement. The TAP incentive will be paid from
      ATI's pension fund over the next 2 1/2 years to 650
      Allegheny Ludlum employees who decide to retire by 2006.

   -- A $7 million charge as a result of other costs associated
      with the new labor agreement and the acquisition of the
      Midland, PA and Louisville, OH assets.

Including the $0.48 per share gain from special items, ATI expects
that second quarter 2004 net income will result in earnings per
share in the range of $0.22 to $0.32.

As a result of actions taken during the second quarter 2004, ATI
has reduced its liability for Other Postretirement Benefits (OPEB)
by approximately $285 million, or 31%. This improvement is
primarily the result of actions resulting in the curtailment and
settlement gain discussed above and from the impact of the retiree
medical benefit cost cap in the new labor agreement. These actions
are expected to reduce ATI's annual retirement benefit expense
(pension expense and OPEB expense) by approximately $21 million
for 2004 and by approximately $40 million for 2005, based upon
current actuarial assumptions. While on-going results for the
second quarter 2004 will be slightly impacted by this change,
retirement benefit expense for the third and fourth quarters 2004
is expected to be reduced by approximately $9.4 million in each
quarter to $26.6 million from $36.0 million.

                  Comments on Transformation of
                 ATI's Stainless Steel Business

"The transformation of our stainless steel business is well
underway," said Pat Hassey. "When fully implemented, we project
that Allegheny Ludlum will be capable of annual shipments in
excess of 700,000 tons of flat-rolled specialty metals with
approximately 2,650 production and maintenance employees. For
comparison, Allegheny Ludlum shipped 478,000 tons of these metals
in 2003 with over 3,000 production and maintenance employees.
Annual cost structure improvements of approximately $200 million
are expected when workforce restructuring and synergies from this
transformation are fully implemented in the second half of 2006.

"The new Allegheny Ludlum is transitioning to a modern work
environment. With flexible work rules, employees are given broader
responsibility and have the opportunity to become more involved in
the business. Production and maintenance job classifications are
being reduced to 5 from 34.

"Because of this workforce restructuring, the number of production
and maintenance employees at the pre-acquisition Allegheny Ludlum
facilities is being reduced by 650 employees through retirement
over the next 2 1/2 years. These employees are being offered
Transition Assistance Program incentives. We expect over 40% of
the retirements by the end of 2004 and over 70% of the program to
be completed by the end of 2005.

"The integration of our recently acquired Midland, PA and
Louisville, OH assets is going well. We remain confident about the
potential of these facilities as part of Allegheny Ludlum's
manufacturing system. These assets had been operating with a high
cost structure in an environment of weak demand and difficult
pricing. Today, demand is improved, we have taken several price
restoration actions, and we are significantly improving the cost
structure. For example, the number of production and maintenance
employees at these two facilities is being reduced, during a short
transition period in 2004, to 310 from more than 500. In addition,
by integrating these assets into Allegheny Ludlum, the number of
corporate staff and other salaried employees is being reduced to
85 from about 300. Significant cost structure improvements are
also expected from operating synergies, improved product mix and
reduced fixed costs.

"The actions reported go a long way toward achieving our strategic
intent to 'fix' our stainless steel business and deliver positive
earnings per share."

                       About the Company

Allegheny Technologies Incorporated (NYSE:ATI) is one of the  
largest and most diversified specialty materials producers in the  
world, with revenues of approximately $1.9 billion in 2003. The  
Company has approximately 8,800 employees world-wide and its  
talented people use innovative technologies to offer growing  
global markets a wide range of specialty materials. High-value  
products include nickel-based and cobalt-based alloys and  
superalloys, titanium and titanium alloys, specialty steels, super  
stainless steel, exotic alloys, which include zirconium, hafnium  
and niobium, tungsten materials, and highly engineered strip and  
Precision Rolled Stripr products. In addition, we produce  
commodity specialty materials such as stainless steel sheet and  
plate, silicon and tool steels, and forgings and castings. The  
Allegheny Technologies website can be found at  
http://www.alleghenytechnologies.com/

                       *   *   *

As reported in the Troubled Company Reporter's December 29, 2003  
edition, Standard & Poor's Ratings Services lowered its ratings on
Pittsburgh, Pennsylvania-based Allegheny Technologies Inc. The
company's ratings remain on CreditWatch, where they were placed on
Oct. 23, 2003 with negative implications.

Standard & Poor's Ratings Services placed its ratings on Allegheny  
Technologies Inc. (BB+ Corporate Credit Rating) on CreditWatch  
with negative implications, reflecting the company's continuing  
weak financial performance and heightened concerns that lackluster  
demand from key markets and increased global competitive pressures  
and high input (scrap, nickel, and energy) costs will continue to  
more than offset management's efforts to improve its weak credit  
measures.

In resolving the CreditWatch, Standard & Poor's will assess the
company's prospects for improving its subpar profitability as well
as its significant legacy liabilities in light of challenging
stainless steel industry fundamentals.


AMERICAN BUSINESS: Extends Investment Note Offer Through July 31
----------------------------------------------------------------
American Business Financial Services, Inc. (NASDAQ:ABFI) announced
that it has extended its exchange offer through July 31, 2004. The
exchange offer was scheduled to end on June 30, 2004.

ABFS had offered to exchange up to $120 million of eligible
investment notes in its Offer to Exchange, and because the
offering is not fully subscribed, the Company has extended the
offer through July 31, 2004. The exchange offer as extended, gives
eligible noteholders two options. The first option allows eligible
noteholders to exchange the principal amount of their investment
notes for equal amounts of:

   -- a senior collateralized note, with the same maturity date
      and an interest rate of 10 basis points (.10%) higher than
      their existing note; and

   -- shares of 10% Series A convertible preferred stock, with a
      liquidation value equal to $1.00 per share (plus any unpaid
      dividends). The Series A convertible preferred stock will be
      convertible into shares of the Company's common stock
      commencing 24 months after the issuance date, at an exchange
      rate of 20% above the liquidation value, and at an exchange
      rate of 30% above the liquidation value commencing 36 months
      after the issuance date.

The second option allows eligible noteholders to exchange 100% of
the investment notes principal amount for shares of 10% Series A
convertible preferred stock.

The purpose of the exchange offer is to increase stockholders'
equity and to reduce the amount of outstanding debt, which will
assist ABFS in enhancing its ability to implement its adjusted
business model.

                     About the Company

American Business Financial Services, Inc. is a diversified
financial services organization operating mainly in the eastern
and central portions of the United States. Recent expansion has
positioned the Company to increase its operations in the western
portion of the United States, especially California and Texas.
Through its principal direct and indirect subsidiaries, the
Company currently originates, sells and services home equity loans
through a combination of channels, including a national processing
center located at its centralized operating office in
Philadelphia, Pennsylvania. The Company also processes and
purchases home equity loans from other financial institutions
through its Bank Alliance Services program.

                       *   *   *

In its Form 10-Q for the quarterly period ended March 31, 2004
filed with the Securities and Exchange Commission, American
Business Financial Services reports:

"Liquidity and capital resource management is a process focused on
providing the funding to meet our short and long-term cash needs.
We have used a substantial portion of our funding sources to build
our total portfolio and investments in securitization residual
assets with the expectation that they will generate sufficient
cash flows in the future to cover our operating requirements,
including repayment of maturing subordinated debentures and senior
collateralized subordinated notes. Our cash needs change as the
mix of loan sales through securitization shifts to more whole loan
sales, as the total portfolio changes, as our interest-only strips
mature and release more cash, as subordinated debentures and
senior collateralized subordinated notes mature, as operating
expenses change and as revenues change. Because we have
historically experienced negative cash flows from operations under
our prior business strategy, and more recently have been impacted
by short-term liquidity issues, our business requires continual
access to short and long-term sources of debt to generate the cash
required to fund our operations. Our cash requirements include
funding loan originations and capital expenditures, repaying
existing subordinated debentures and senior collateralized
subordinated notes, paying interest expense and operating
expenses, and in connection with our securitizations, funding
overcollateralization requirements and servicer obligations. When
loans are sold through a securitization, we may retain the
rights to service the loans. Servicing loans obligates us to
advance interest payments for delinquent loans under certain
circumstances and allows us to repurchase a limited amount of
delinquent loans from securitization trusts. At times, we have
used cash to repurchase our common stock and could in the future
use cash for unspecified acquisitions of related businesses or
assets (although no acquisitions are currently contemplated).

"We can provide no assurances that we will be able to sell our
loans, maintain existing facilities or expand or obtain new credit
facilities, if necessary. If we are unable to maintain existing
financing, we may not be able to restructure our business to
permit profitable operations or repay our subordinated debentures
and senior collateralized subordinated notes when due. Even if we
are able to maintain adequate financing, our inability to
originate and sell our loans could hinder our ability to operate
profitably in the future and repay our subordinated debentures and
senior collateralized subordinated notes when due."


AMERICAN BUSINESS: Continues Listing on NASDAQ National Market
--------------------------------------------------------------
American Business Financial Services, Inc. (ABFS) (NASDAQ:ABFI),
announced that it has complied with the NASDAQ National Market
System's Continued Listing Standards and will maintain its listing
on the NASDAQ National Market. At the same time, the Company
announced that it has withdrawn its application for listing on the
American Stock Exchange.

In a letter from The NASDAQ Staff, dated June 24, 2004, the
Company was informed that the market value of its publicly held
shares has been $5.0 million or greater for at least ten
consecutive trading days. Accordingly, the Company now meets this
requirement for continued listing on the NASDAQ National Market
System.

According to ABFI Chairman and Chief Executive Officer Anthony J.
Santilli, "As we build loan origination volume month by month, we
remain focused on building shareholder value by aggressively
positioning our business for future growth. We expect and have
previously announced record or near record loan originations for
the current month and quarter as part of our upward origination
trend."

American Business Financial Services, Inc. is a diversified
financial services organization operating mainly in the eastern
and central portions of the United States. Recent expansion has
positioned the Company to increase its operations in the western
portion of the United States, especially California and Texas.
Through its principal direct and indirect subsidiaries, the
Company currently originates, sells and services home equity loans
through a combination of channels, including a national processing
center located at its centralized operating office in
Philadelphia, Pennsylvania. The Company also processes and
purchases home equity loans from other financial institutions
through its Bank Alliance Services program.

                     *   *   *

In its Form 10-Q for the quarterly period ended March 31, 2004
filed with the Securities and Exchange Commission, American
Business Financial Services reports:

"Liquidity and capital resource management is a process focused on
providing the funding to meet our short and long-term cash needs.
We have used a substantial portion of our funding sources to build
our total portfolio and investments in securitization residual
assets with the expectation that they will generate sufficient
cash flows in the future to cover our operating requirements,
including repayment of maturing subordinated debentures and senior
collateralized subordinated notes. Our cash needs change as the
mix of loan sales through securitization shifts to more whole loan
sales, as the total portfolio changes, as our interest-only strips
mature and release more cash, as subordinated debentures and
senior collateralized subordinated notes mature, as operating
expenses change and as revenues change. Because we have
historically experienced negative cash flows from operations under
our prior business strategy, and more recently have been impacted
by short-term liquidity issues, our business requires continual
access to short and long-term sources of debt to generate the cash
required to fund our operations. Our cash requirements include
funding loan originations and capital expenditures, repaying
existing subordinated debentures and senior collateralized
subordinated notes, paying interest expense and operating
expenses, and in connection with our securitizations, funding
overcollateralization requirements and servicer obligations. When
loans are sold through a securitization, we may retain the
rights to service the loans. Servicing loans obligates us to
advance interest payments for delinquent loans under certain
circumstances and allows us to repurchase a limited amount of
delinquent loans from securitization trusts. At times, we have
used cash to repurchase our common stock and could in the future
use cash for unspecified acquisitions of related businesses or
assets (although no acquisitions are currently contemplated).

"We can provide no assurances that we will be able to sell our
loans, maintain existing facilities or expand or obtain new credit
facilities, if necessary. If we are unable to maintain existing
financing, we may not be able to restructure our business to
permit profitable operations or repay our subordinated debentures
and senior collateralized subordinated notes when due. Even if we
are able to maintain adequate financing, our inability to
originate and sell our loans could hinder our ability to operate
profitably in the future and repay our subordinated debentures and
senior collateralized subordinated notes when due."


ANNUITY & LIFE RE: Receives Notice of Potential NYSE Delisting
--------------------------------------------------------------
Annuity and Life Re (Holdings), Ltd. announced that it has
received a notice from the New York Stock Exchange stating that
the Company is not in compliance with the NYSE's continued listing
standards, because the average closing price of the Company's
common shares has been below $1.00 for a 30 consecutive trading
day period. Because this is the second time the Company's common
share price has not satisfied the NYSE's continued listing
standards, the Company must submit definitive guidance to the NYSE
demonstrating its ability to bring its share price and average
share price back above $1.00 within a cure period to be agreed
upon with the NYSE. The Company intends to respond promptly to the
NYSE's notification and cooperate fully with the NYSE in
satisfying its obligations. If the NYSE does not accept the
Company's response, or if the Company cannot satisfy the $1.00
share price requirements within the agreed upon cure period, the
NYSE has indicated that it will commence suspension and delisting
procedures with respect to the Company's common shares.

In order to satisfy the NYSE's share price requirements, the
Company is evaluating certain strategic alternatives and is
continuing its efforts to stabilize its operations and resolve
certain significant contingencies. In addition, as described in
the Company's preliminary proxy statement filed with the SEC on
June 18, 2004, the Company will be submitting to its shareholders
at its August 5, 2004 annual general meeting two proposals that,
if approved, will allow the Company's Board of Directors to
implement a reverse stock split by way of a consolidation of the
Company's common share capital at a specified ratio within a range
of one-for-two to one-for-twenty. While the Board believes the
reverse stock split will raise the average closing price of the
Company's common shares above $1.00, there can be no assurance
that such minimum price, if achieved, can be maintained. In
addition, even if such minimum price is achieved and maintained,
there can be no assurance that the Company will be able to
continue to meet the NYSE's other qualitative or quantitative
listing standards for continued listing.

                     *   *   *

As reported in the Troubled Company Reporter's May 25, 2004
edition, In a letter dated March 30, 2004, KPMG in Bermuda advised
Annuity and Life Re (Holdings), Ltd. that KPMG will not be seeking
re-election as the Company's independent auditor for the year
ending December 31, 2004. That determination was a decision of
KPMG and was not recommended by the Audit Committee of the
Company's Board of Directors. The Audit Committee has begun the
process of selecting a new independent auditor, but has not yet
engaged a firm to serve in that role.
  
KPMG's reports on the consolidated financial statements of the  
Company for the years ended December 31, 2003 and December 31,  
2002 contained a separate explanatory paragraph stating:
  
"The accompanying consolidated financial statements and financial  
statement schedule have been prepared assuming that the Company  
will continue as a going concern. As discussed in Note 2 to the  
consolidated financial statements, the Company has suffered  
significant losses from operations and experienced liquidity  
demands that raise substantial doubt about its ability to continue  
as a going concern."


BANC OF AMERICA: Fitch Assigns Ratings to 2004-6 Certificates
-------------------------------------------------------------
Banc of America Alternative Loan Trust (BoAALT) 2004-6 mortgage
pass-through certificates are rated by Fitch as follows:

   Groups 1, 2, and 3 certificates:

     --$293,690,000 classes 1-A-1, 2-A-1, 3-A-1 through 3-A-3, CB-
       IO (consisting of classes 1-IO and 2-IO components), and 3-
       IO 'AAA' (groups 1, 2, and 3 senior certificates);
     --$100 classes 1-A-R and 1-A-LR 'AAA' (senior certificates);
     --$5,984,000 class 30-B-1 'AA';
     --$2,911,000 class 30-B-2 'A';
     --$1,617,000 class 30-B-3 'BBB';
     --$1,617,000 class 30-B-4 'BB';
     --$1,132,000 class 30-B-5 'B'.

   Group 4 certificates:

     --$118,522,942 classes 4-A-1, 15-PO, and 4-IO 'AAA'
       (group 4 senior certificates);
     --$1,576,000 class 4-B-1 'AA';
     --$242,000 class 4-B-2 'A';
     --$364,000 class 4-B-3 'BBB';
     --$182,000 class 4-B-4 'BB';
     --$121,000 class 4-B-5 'B'.

   Groups 3 and 4 certificates:

     -- $15,171,278 class X-PO (consisting of classes 1-X-PO,
        2-X-PO, 3-X-PO, and 4-X-PO components);

The 'AAA' ratings on the groups 1, 2, and 3 senior certificates
reflect the 4.50% subordination provided by the 1.85% class 30-B-
1, the 0.90% class 30-B-2, the 0.50% class 30-B-3, the 0.50%
privately offered class 30-B-4, the 0.35% privately offered class
30-B-5, and the 0.40% privately offered class 30-B-6. Classes 30-
B-1, 30-B-2, 30-B-3, and the privately offered classes 30-B-4 and
30-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively,
based on their subordination.

The 'AAA' ratings on the group 4 senior certificates reflects the
2.20% subordination provided by the 1.30% class 4-B-1, the 0.20%
class 4-B-2, the 0.30% class 4-B-3, the 0.15% privately offered
class 4-B-4, the 0.10% privately offered class 4-B-5, and the
0.15% privately offered class 4-B-6. Classes 4-B-1, 4-B-2, 4-B-3,
and the privately offered classes 4-B-4 and 4-B-5 are rated 'AA',
'A', 'BBB', 'BB', and 'B', respectively, based on their
subordination.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. and Fitch's confidence in the integrity of the legal and
financial structure of the transaction.

The transaction is secured by four pools of mortgage loans. Loan
groups 1, 2, and 3 are cross-collateralized and are supported by
one set of subordinate certificates. The class 4-A certificates
and its set of subordinate certificates correspond to loan group
4. The class X-PO certificates consist of four nonseverable
components relating to each loan group for distribution purposes
only. Additionally, the class 15-PO certificates relate to loan
group 4.

Approximately 6.43%, 62.16%, 84.50%, and 22.97% of the mortgage
loans in groups 1, 2, 3, and 4, respectively, were underwritten
using Bank of America's 'Alternative A' guidelines. These
guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios. Mortgage loans underwritten
to 'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

The group 1 collateral consists of 1,371 recently originated,
conventional, fixed-rate, fully amortizing, first lien, and one-
to four-family residential mortgage loans with original terms to
stated maturity ranging from 300 to 360 months. The aggregate
outstanding balance of the pool as of June 1, 2004 is
$182,966,030, with an average balance of $133,454 and a weighted
average coupon of 5.970%. The weighted average original loan-to-
value ratio for the mortgage loans in the pool is approximately
65.63%. The weighted average FICO credit score for the group is
739. Second homes and investor-occupied properties constitute
2.40% and 97.60% of the loans in group 1, respectively. Rate/term
and cashout refinances account for 29.60% and 38.45% of the loans
in group 1, respectively. The states that represent the largest
geographic concentration of mortgaged properties are California
(42.75%) and Florida (13.13%). All other states represent less
than 5% of the group 1 mortgage loans.

The group 2 collateral consists of 654 recently originated,
conventional, fixed-rate, fully amortizing, first lien, and one-
to four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The aggregate
outstanding balance of the pool as of the cut-off date is
$102,577,879, with an average balance of $156,847 and a weighted
average coupon of 6.040%. The weighted average OLTV for the
mortgage loans in the pool is approximately 79.53%. The weighted
average FICO credit score for the group is 733. All of the loans
in group 2 are owner-occupied. Rate/term and cashout refinances
account for 15.22% and 18.21% of the loans in group 2,
respectively. The states that represent the largest geographic
concentration of mortgaged properties are California (16.20%),
Florida (13.47%), Texas (7.88%), Virginia (5.97%), and Maryland
(5.65%). All other states represent less than 5% of the group 2
mortgage loans.

The group 3 collateral consists of 79 recently originated,
conventional, fixed-rate, fully amortizing, first lien, and one-
to two-family residential mortgage loans with an original term-to-
stated maturity of 360 months. The aggregate outstanding balance
of the pool as of the cut-off date is $37,862,167, with an average
balance of $479,268 and a weighted average coupon of 6.011%. The
weighted average OLTV for the mortgage loans in the pool is
approximately 68.03%. The weighted average FICO credit score for
the group is 728. Investor-occupied properties constitute 2.30% of
the loans in group 3, and there are no second-home properties.
Rate/term and cashout refinances account for 34.80% and 25.82% of
the loans in group 3, respectively. The states that represent the
largest geographic concentration of mortgaged properties are
California (54.07%), Florida (7.52%), and Maryland (6.06%). All
other states represent less than 5% of the group 3 mortgage loans.

The group 4 collateral consists of 1,019 recently originated,
conventional, fixed-rate, fully amortizing, first lien, and one-
to four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months. The aggregate
outstanding balance of the pool as of the cut-off date is
$121,200,029, with an average balance of $118,940 and a weighted
average coupon of 5.301%. The weighted average OLTV for the
mortgage loans in the pool is approximately 58.13%. The weighted
average FICO credit score for the group is 742. Second homes and
investor-occupied properties constitute 5.34% and 74.92% of the
loans in group 4, respectively. Rate/term and cashout refinances
account for 43.41% and 39.01% of the loans in group 4,
respectively. The states that represent the largest geographic
concentration of mortgaged properties are California (46.90%),
Florida (13.79%), and Texas (5.42%). All other states represent
less than 5% of the group 4 mortgage loans.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits. Wells Fargo
Bank, National Association will act as trustee.


BCP CAYLUX: S&P Assigns B- Rating To $225M Sr. Subordinated Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to BCP
Caylux Holdings Luxembourg S.C.A.'s $225 million senior
subordinated notes due 2014. The rating was placed on CreditWatch
with negative implications. The existing ratings on BCP (B+/Watch
Neg/--) remain on CreditWatch with negative implications.

"Proceeds from this debt issuance will be used to refinance
preferred stock at its holding company level," said Standard &
Poor's credit analyst Wesley E. Chinn. "Credit quality measures
previously considered the preferred stock as debt-like," added Mr.
Chinn.

Upon receiving the necessary shareholder approvals and the
domination agreement becoming effective, the ratings would be
affirmed and removed from CreditWatch. BCP owns 84% of the
ordinary shares of Frankfurt, Germany-based specialty chemical
company Celanese AG (B+/Watch Neg/--). BCP is a recently formed
holding company and is limited in its ability to exercise
managerial control over Celanese, including the payment of
dividends and other distributions by Celanese to BCP, until the
domination agreement has become effective.


BEAZER HOMES: Fitch Rates Senior Unsecured Debt at BB+
------------------------------------------------------
Fitch Ratings initiates ratings on Beazer Homes USA, Inc. (NYSE:
BZH), assigning a 'BB+' rating to the company's senior unsecured
debt. The rating applies to approximately $750 million in
outstanding senior notes, $180 million of senior convertible
notes, BZH's $200 million bank term loan, as well as the company's
revolving credit agreement. The Rating Outlook is Stable.

Ratings for BZH are influenced by the company's operational record
during the past decade and the financial progress that the company
has achieved. Since BZH went public in 1994, it has been an active
consolidator in the homebuilding industry which has contributed to
its above average growth. As a consequence, it has realized higher
debt levels than its peers in recent years, especially following
the Crossmann Communities acquisition. Management has generally
exhibited an ability to quickly and successfully integrate its
acquisitions, although Crossmann was something of an exception to
the pattern. In any case, now that BZH has significant geographic
breadth there should be less use of acquisitions going forward and
acquisitions are likely to be small relative to the company's
current size. BZH's focus will be on organic growth in existing
markets by increasing depth and breadth within those markets. BZH
is committed to maintaining a debt to capitalization ratio of 45-
50%.

Risk factors include the inherent cyclicality of the homebuilding
industry. The ratings also manifest BZH's historic aggressive
growth strategy, moderate exposure to the sluggish Midwest,
limited warranty issues in the Midwest, below peer margins and the
company's size.

BZH's EBITDA and EBIT to interest ratios tend to be lower than the
average public homebuilder, as does its inventory turnover. BZH's
leverage is somewhat higher and debt to EBITDA ratio is above the
peer averages. Although BZH has certainly benefited from the
generally strong housing market of recent years, a degree of
profit enhancement is also attributed to purchasing design and
engineering, access to capital and other scale economies that have
been captured by the large national and regional public
homebuilders in relation to non-public builders. These economies,
BZH's presale operating strategy and a return on equity and assets
orientation provide the framework to soften the margin impact of
declining market conditions in comparison to previous cycles.
BZH's ratio of sales value of backlog to debt during the past five
years has ranged between 1.7 times (x) to 2.3x and is currently
2.1x - a comfortable cushion.

BZH has grown rapidly since going public in 1994. BZH has made
eight acquisitions since its initial public offering. They have
varied in size, but cumulatively have contributed meaningfully to
BZH's growth. The acquisitions have helped BZH to build its
position in certain markets, but primarily have enabled the
company to enter new markets. The acquisitions typically were
funded by cash on the balance sheet and debt and to a lesser
degree by stock. Now that BZH is in most of the markets it covets,
it has appropriate geographic diversity. As a corporate entity BZH
now has good scale. Future acquisitions are likely to be bolt on
purchases of smaller, private companies in existing BZH markets as
it looks to increase metropolitan market scale so that it
leverages its fixed costs. The key analysis is return on capital
as to whether an acquisition will be made. BZH believes that
dominant size in major metropolitan markets offers key competitive
advantage, especially in a consolidating industry.

A number of BZH's major markets rank in the top 20 markets in size
in the U.S. and are among the faster growing markets in the
country. In certain key markets, notably Las Vegas, metro
Washington D.C. and California, in general land is in short
supply, largely because of government constraints. But BZH is very
well-positioned in those markets as to current land reserves and
access to new land. In most cases BZH options or purchases land
only after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate. The use of non-specific performance rolling options gives
BZH the ability to renegotiate price/terms or void the option
which limits down side risk in market downturns and provides the
opportunity to hold land with minimal investment. At the end of
BZH's 2004 second quarter 48.6% of lots were owned while 51.4%
were controlled through options. Total lots controlled represented
5.4 years of land based on LTM deliveries of 15,922.

BZH's closings, orders and land position are reasonably well
dispersed among its major markets/regions. Traditionally, BZH has
emphasized true starter entry level product, a position reinforced
by the Crossmann acquisition, as well as first and second move-up
buyers. During fiscal-2003 and in fiscal-2004, BZH has scaled up
its offerings at higher price points within entry level and above.
There should be a more noticeable contribution to revenues and
profits from this segment of the market in the second half of 2004
and especially in fiscal 2005.

BZH's corporate margins trail many of its peers. Some of this is
attributable to Crossmann Communities which had lower margins than
BZH and then was affected by the soft Midwest housing market.
BZH's focus on entry level customers tended to keep margins lower.
Also, BZH is not as active off-balance sheet as certain of its
peers. However, BZH's on-going efforts to broaden price points,
especially in the Midwest, and a more aggressive corporate pricing
stance where possible should benefit margins. The effort to boost
volume out of existing markets should leverage costs. BZH's shift
to a unified consumer brand across all operations has the
potential of aiding margins. However, in the shorter term the cost
of brand name conversion is penalizing profitability. BZH's
efforts to leverage its size should lead to further economies of
scale in materials purchasing and construction. BZH is also
undertaking a more aggressive effort to simplify and standardize
best practices and product designs.

As of March 31, 2004, BZH had $89.6 million in cash and
equivalents and the company had no outstanding borrowings and
available borrowings of $175 million under the revolving credit
facility at that date. On May 28 BZH's existing bank credit
facility was increased and extended. The new $750 million credit
arrangement, which includes a $200 million term loan and a $550
million revolving credit facility and matures in June 2008, was
increased from $450 million. The new facility includes an
accordion feature under which the aggregate commitment may be
increased up to $1 billion, subject to the availability of
additional commitments. BZH has irregularly purchased modest
amounts of its stock in the past. Remaining share repurchase
authorization at March 31, 2004 was 872,000 shares. BZH pays a
modest dividend.


BELDEN & BLAKE: S&P Raises Corporate Credit Rating to B from CCC+
-----------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on independent oil and gas company Belden & Blake Corp. to
'B' from 'CCC+', and at the same time assigned its 'BB-' rating
and recovery rating of '1' to its proposed $170 million credit
facility secured by a first lien on all assets. The secured credit
facility is rated two notches above the corporate credit rating
reflecting the very strong likelihood of a full recovery of
principal if Belden defaults. In addition, Standard & Poor's
assigned its 'B-' rating and a recovery rating of 3 to the
proposed $192.5 million senior secured notes due 2012, reflecting
its junior position to the first-lien debt and weaker recovery
prospects. Finally, Belden's existing subordinated debt rating is
raised to 'CCC+' and its $225 million subordinated notes are
placed on CreditWatch with positive implications reflecting the
cash tender offer for them expiring July 15, 2004. All of Belden's
outstanding subordinated debt should be retired from the proceeds
of the aforementioned funding vehicles.

The rating actions follow a review of the announced merger between
Belden and Capital C Energy, an affiliate of the Carlyle Group and
Riverstone Holdings energy fund, which is expected to close in the
beginning of July. The ratings decisions were made based on
preliminary documents before the completion of the transactions.
Standard & Poor's reserves the right to downgrade its ratings on
review of the final documents, pending any changes to the terms of
the proposed financing that differ from those that were outlined
to Standard & Poor's by Belden. The outlook is stable.

Ohio-based Belden & Blake is expected to have about $293 million
of total debt as of the close of the transaction in early July,
composed of a $100 million term loan and $192.5 million senior
secured notes, pro forma the proposed merger and tender offer.

The stable outlook reflects Belden's focus on low-risk development
drilling and a significant hedging program to protect against a
decline in hydrocarbon prices. Acquisitions are expected to be
small and to be funded in a manner that does not impair the
company's medium-term, debt-reduction goals.


BMC INDUSTRIES: Case Summary & 42 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: BMC Industries Inc.
             7000 Sunwood Drive
             Ramsey, Minnesota 55303

Bankruptcy Case No.: 04-43515

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Vision-Ease Lens, Inc.                     04-43516
      Buckee-Mears Medical Technologies, LLC     04-43517

Type of Business: The Debtor is a multinational manufacturer and
                  distributor of high-volume precision products
                  in two business segments, Optical Products
                  and Buckbee Mears.  See http://www.bmcind.com/

Chapter 11 Petition Date: June 23, 2004

Court: District of Minnesota (St. Paul)

Judge: Robert J. Kressel

Debtors' Counsel: Clinton E. Cutler, Esq.
                  Fredrikson & Byron, P.A.
                  4000 Pillsbury Center, 200 South Sixth Street
                  Minneapolis, MN 55402-1425
                  Tel: 612-492-7000
                  Fax: 617-492-7077

Total Assets: $105,253,000

Total Debts:  $164,751,000

A. BMC Industries Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
State of Florida Department   Environmental             $600,000
of Environmental Regulation
John F. Moulton, III
FDEP Southeast District
400 N. Congress Ave.,
Ste. 200
West Palm Beach, FL 33401

John W. Castro                Trade (deferred           $352,844
898 Glouchester               board fees)
Boca Raton, FL 33487

GMT Corporation               Trade                     $283,501
245 East Sixth Street
St. Paul, MN 55101

Olin Corp - Chlor Alkali      Trade                      $44,710

Electroglas                   Trade                      $37,066

Micronic Laser Systems        Trade                      $34,615

Cortland County New York      Trade                      $24,167

Nissho Iwai American Corp.    Trade                      $18,251

Jefferson Smurfit Corp.       Trade                      $18,190

Univar Barbara Sankey         Trade                      $11,186

Cromwell-Phoenix, Inc.        Trade                       $7,683

Samuel Bingham Enterprises,   Trade                       $6,556
Inc.

Chemtreat, Inc.               Trade                       $6,333

Carl Zeiss SMT, Inc.          Trade                       $5,645

GE Richards Graphic Supplies  Trade                       $4,858

Qwest                         Trade                       $4,123

MG Industries Tina            Trade                       $4,103

Fisher Scientific             Trade                       $3,939

Aramark Cleanroom Services    Trade                       $3,905

Olec Corporation              Trade                       $3,430

B. Vision-Ease Lens, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
JD Edwards - Peoplesoft       Trade                     $572,415
7825 Washington Ave. South
Suite 900
Bloomington, MN 55439

Corning France                Trade                      331,178
7 bis Avenue de Valvins,                                 (euros)
B.P. 61
77211 Avon Cedex, France

City of Ramsey                Trade                     $381,127
15153 Nowthen Blvd. NW
Ramsey, MN 55303

Schott Glass Technologies     Trade                     $309,881
400 York Avenue
Duryea, PA 18642

Transitions Optical Inc.      Trade                     $239,184

Polycore Optical PTE Ltd.     Trade                     $185,771

GE Plastics                   Trade                     $142,142

Strategic Balance Consulting  Trade                      $31,425

AT&T                          Trade                      $19,198

Diversified Graphics Inc.     Trade                      $17,035

Optical Synergies Optical     Trade                      $10,633
Synergies

Master Unit Die               Trade                       $9,823

Source Inc.                   Trade                       $9,694

Janitors Cleaning Services    Trade                       $9,171

Federal Express Corp.         Trade                       $7,962

Jiffy JR Products             Trade                       $7,212

Xcel Energy, Inc.             Trade                       $7,110

Sage Industrial Sales, Inc.   Trade                       $7,008

Qwest                         Trade                       $6,782

Abbey Concepts                Trade                       $6,750

C. Buckee-Mears Medical's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Boston Laser                  Trade                      $16,400

Denis Barone                  Trade                       $3,600


BURLINGTON: Commences Suit Against Mafatlal Over Shareholders Pact
------------------------------------------------------------------
On October 17, 1995, Burlington Mills, Inc., and Mafatlal
Industries Limited entered into a shareholders agreement, which
formed a joint venture known as Mafatlal Burlington Industries
Limited, a company under the Indian Companies Act of 1913, with
its registered office in India.  On July 25, 2003, WLR Recovery
Fund II, L.P., and Burlington Industries, Inc., entered into an
acquisition agreement, which provided that Burlington would sell
to WLR either Burlington Mills or Burlington Mill's interest in
the Shareholders Agreement, and ipso facto, the joint venture.  
Subsequently, WLR assigned its right to purchase Burlington
Mill's interest in the joint venture to its affiliate, WLR
Burlington Finance Acquisition, LLC, now known as Burlington
Industries, LLC, which ultimately acquired Burlington Mills.

In a letter addressed to Burlington Mills dated December 22,
2003, Mafatlal asserted that there had been a "change of control"
pursuant to the Shareholders Agreement.  The Shareholders
Agreement provides that a change of control will have occurred in
the case of Burlington Mills, if:

      (i) Burlington Mills ceases to be a direct or indirect
          subsidiary of Burlington or any of its affiliates; or

     (ii) any person or group within the meaning of Rule 13d-5 of
          the United States Securities and Exchange Commission
          becomes the owner, beneficially or of the record, of
          shares representing more than 50% of the aggregate
          voting power represented by the issued and outstanding
          capital stock of Burlington.

Pursuant to the Letter, Mafatlal has decided to invoke its rights
under the Shareholders Agreement to purchase Burlington Mills'
share in the joint venture.

The Shareholder Agreement provides that "[a]ll disputes arising
out of or in connection with this [Shareholders] Agreement,
including disputes relating to its breach, interpretation, and
termination, but excluding any matter to which the procedures set
out in Clause 9.4 apply, will be finally settled by arbitration,"
and will take place in London, England.

WLR and Burlington assert that Mafatlal's Option to Purchase is
not enforceable pursuant to Section 365(b) of the Bankruptcy
Code.  Requiring the Debtors to sell their interest to Mafatlal
would also violate the No Restrictions on Assignments Clause in
the order confirming the Debtors' reorganization plan.

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, argues that the controversy does not
require the interpretation of the Shareholders Agreement and does
not arise out of the Shareholders Agreement, nor is it in
connection with the Shareholders Agreement.  Rather, the dispute
arises out of an interpretation of the Confirmation Order and the
Bankruptcy Code, and, thus, falls within the Exclusive
Jurisdiction Clause.  The Arbitration Clause is inapplicable.

Mafatlal's allegation that the assignment of Burlington Mill's
shares under the WLR Purchase Agreement triggered a right to buy
out the transferred shares, would (i) substantially alter the
nature and value of the asset acquired under the WLR Purchase
Agreement, namely, its ongoing interest in the joint venture, and
(ii) impede or nullify the acquisition of that interest.

Accordingly, WLR and Burlington ask the Court to declare that:

   (1) the Option to Purchase Clause contained in the
       Shareholders Agreement is unenforceable, pursuant to the
       Bankruptcy Code and the Court's Confirmation Order; and

   (2) the dispute between the parties is not subject to the
       Arbitration Clause contained in the Shareholders
       Agreement. (Burlington Bankruptcy News, Issue No. 51;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CANBRAS: Reports Delay in Initial Distribution to Shareholders
--------------------------------------------------------------
Canbras Communications Corp. (NEX BOARD:CBC.H) provides an update
regarding the anticipated schedule for distributions to
shareholders, and reports that the initial distribution,
originally estimated to be made by June 30, 2004, has been delayed
due to a delay in the issuance to the Corporation of certain
required tax clearance certificates.

As previously announced, Canbras intends to distribute to
shareholders proceeds from the sale of all of its broadband
communications operations, which Sale Transaction was concluded on
December 24, 2003. The total estimated amount to be distributed to
shareholders is $28.1 million ($0.51 per share), and the
distributions will be made to shareholders in installments.

The Corporation also previously announced on May 27, 2004 that the
initial distribution in the amount of approximately $11.8 million
($0.21 per share) was estimated to be made during the first half
of 2004, subject to receipt by the Corporation of tax clearance
certificates from the federal and certain provincial taxation
authorities in Canada. At this time, the Corporation has received
some of the required tax clearance certificates, but is still
awaiting certificates from various jurisdictions. As a result, the
initial distribution will be delayed until such time as all
required tax clearance certificates in respect thereof have been
received, and the Corporation cannot anticipate when such
certificates will be issued by the relevant taxation authorities.

The final distribution, to be made in one or more installments
after the receipt of the balance of the purchase price payable
under the one-year note issued by the purchaser in the Sale
Transaction, the satisfaction of all remaining liabilities of the
Corporation and the receipt by the Corporation of up-dated tax
clearance certificates, is expected to aggregate approximately
$16.3 million ($0.30 per share).

                 About the Company

Canbras, through the Canbras Group of companies, is a leading
broadband communications services provider in Brazil, offering
cable television, high speed Internet access and data transmission
services in Greater Sao Paulo and surrounding areas and the State
of Paran . Canbras Communications Corp.'s common shares are listed
on the Toronto Stock Exchange under the trading symbol CBC.


CATHEDRAL OF HEALING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Cathedral of Healing, Inc.
        RR 1 Box 319
        Moundsville, West Virginia 26059-9695

Bankruptcy Case No.: 04-02306

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: June 28, 2004

Court: Northern District of West Virginia (Wheeling)

Judge: Edward Friend II

Debtor's Counsel: Arch W. Riley, Jr., Esq.
                  Bailey, Riley, Buch & Harman, LC
                  Riley Building
                  53 - 14th Suite 900
                  P.O. Box 631
                  Wheeling, WV 26003-0081
                  Tel: 304-232-6675
                  Fax: 304-232-9897

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


COVAD: Appellate Court Permits Antitrust Suit Against Bellsouth
---------------------------------------------------------------
The United States Court of Appeal for the Eleventh Circuit ruled
last Friday that Covad Communications Company (OTCBB:COVD) could
pursue certain antitrust and tort claims against BellSouth
Corporation notwithstanding the Supreme Court's recent ruling in
Verizon Communications Inc. v. Law Offices of Curtis V. Trinko,
L.L.P., 124 S.Ct. 872 (2004).

In 2000, Covad asserted a variety of antitrust claims against
BellSouth alleging that BellSouth used its monopoly power to
engage in a concerted effort to thwart competition in the Internet
access market. The United States District Court for the Northern
District of Georgia dismissed Covad's claims, holding that Covad's
claims were barred by the Telecommunications Act of 1996. In
August 2002, the Eleventh Circuit reversed the district court's
ruling, reinstated Covad's antitrust claims, and remanded the case
back to the district court for further proceedings. Subsequently,
the United States Supreme Court issued a ruling in the Trinko
case, which upheld the dismissal of an antitrust case alleging a
single breach of an incumbent phone company's duty under the
Telecommunications Act of 1996 to share its network with
competitors. The Supreme Court subsequently remanded the 11th
Circuit decision for further proceedings in light of the Trinko
decision.

James Kirkland, Senior Vice President and General Counsel of
Covad, said: "Many, including BellSouth, believed that the Supreme
Court's Trinko decision made antitrust suits challenging monopoly
abuses by incumbent phone companies impossible. We are pleased
that the Eleventh Circuit has reaffirmed, as Covad predicted at
the time of the Trinko decision, that phone companies will still
be held accountable for such abuses under the antitrust laws of
this country. Covad intends to vigorously pursue its claims."

                     About Covad  

Covad is a leading nationwide provider of integrated voice and  
data communications. The company offers DSL, Voice Over IP, T1,  
Web hosting, managed security, IP and dial-up, and bundled voice  
and data services directly through Covad's network and through  
Internet Service Providers, value-added resellers,  
telecommunications carriers and affinity groups to small and  
medium-sized businesses and home users. Covad broadband services  
are currently available across the nation in 44 states and 235  
Metropolitan Statistical Areas (MSAs) and can be purchased by more  
than 57 million homes and businesses, which represent over 50  
percent of all US homes and businesses. Corporate headquarters is  
located at 110 Rio Robles, San Jose, CA 95134. Telephone: 1-888-
GO-COVAD. Web Site: http://www.covad.com/

As of March 31, 2004, Covad Communications Group, Inc., reports a  
stockholders' deficit of $10,102,000 compared to a $5,553,000  
deficit at December 31, 2003.


CROWN CASTLE: Agrees to Sell UK Unit to National Grid for $2 Bil.
-----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced that it has
signed a definitive agreement to sell its UK subsidiary to
National Grid Transco Plc for $2.035 billion in cash. The closing
date of the transaction, subject to certain approvals, is expected
to be on or before September 30, 2004.

"The sale of our UK subsidiary is expected to provide us with
significant financial and operational flexibility to pursue
opportunities in the larger and faster growing US market," stated
John P. Kelly, CEO of Crown Castle. "While our UK operations have
been a solid contributor to our business, we believe there is
substantially greater growth potential for our US business given
the lower penetration of wireless services and the earlier stage
of 3G deployments in the US market. This transaction also
substantially improves our balance sheet, which we believe will
provide flexibility to capitalize on this growth."

"As a result of this transaction, we will significantly reduce our
net debt, exposure to currency fluctuations and floating interest
rate exposure," stated W. Benjamin Moreland, CFO of Crown Castle.
"Given our pro forma balance sheet and the quality of our assets,
we believe we are uniquely positioned to drive free cash flow per
share and efficiently allocate capital in order to maximize
shareholder value."

Crown Castle will use approximately $1.3 billion of the proceeds
from the transaction to fully repay Crown Castle Operating
Company's credit facility. Crown Castle expects to use the
remaining net proceeds of approximately $740 million to invest in
new business opportunities in the US or to repay debt. Crown
Castle anticipates utilizing a portion of its net operating losses
to offset the taxable gain on the sale of the UK subsidiary.

J.P. Morgan Securities Inc. served as the financial advisor to
Crown Castle in this transaction and rendered a fairness opinion
to Crown Castle's Board of Directors.

                        Outlook

As a result of this transaction, Crown Castle has recast its
previously provided Outlook for full year 2004 and 2005, removing
the impact of the UK operations from both full year 2004 and 2005
Outlook. The following statements and Outlook tables are based on
current expectations and assumptions and assume a US dollar to
Australian dollar exchange rate of 0.70 US dollars to 1.00
Australian dollar. This Outlook section contains forward-looking
statements, and actual results may differ materially. Information
regarding potential risks which could cause actual results to
differ from the forward-looking statements herein are set forth
below and in Crown Castle's filings with the Securities and
Exchange Commission.

Crown Castle has not issued 2004 Outlook for net cash provided by
operating activities and free cash flow because of the impact the
timing of the expected closing of the sale of the UK subsidiary
will have on 2004 interest expense. Crown Castle's 2005 Outlook
for net cash provided by operating activities includes expected
savings from interest expense reductions that may be achieved
through further debt reductions associated with the application of
sales proceeds and cash balances, and refinancings. Free cash flow
is defined as net cash provided by operating activities less all
capital expenditures (both maintenance and revenue generating
capital expenditures).

Crown Castle is among the largest wireless tower operators in the  
industry, with about 13,000 sites mostly in the U.S. and U.K.  
Through Crown Atlantic Joint Venture (Crown Atlantic), a joint  
venture between Crown Castle (62.8% stake) and Verizon  
Communications Inc. (37.2% stake), the company operates  
approximately another 2,000 towers. Crown Castle predominantly  
derives its revenues from the tower leasing business and the  
remainder from network services. The tower industry enjoys  
significant competitive barriers (e.g., real estate zoning, high  
customer switching costs, and long-term leasing contracts with  
provisions for annual rent escalation), strong operating leverage  
(given that towers have mostly fixed costs), and little risk of  
technology substitution.


CROWN CASTLE: S&P Places Ratings On CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings of Houston,
Texas-based wireless tower operator Crown Castle International
Corp. (including the 'B-' corporate credit rating) and operating
company Crown Castle Operating Co. on CreditWatch with positive
implications. Approximately $4 billion of leased-adjusted debt is
outstanding.

The CreditWatch placement follows Crown Castle's announcement of a
definitive agreement to sell its U.K. tower subsidiary for about
$2 billion. The prior positive outlook had recognized the
potential for meaningful reduction in debt leverage, and the
earmarking of $1.3 billion of proceeds from the announced
disposition could accelerate the deleveraging process. However, a
key factor in the rating analysis will be the use of the
approximate $740 million balance of net sale proceeds. The
company notes that these monies will be used either for further
debt reduction or for expansion of its U.S. portfolio. To the
extent that Crown Castle opts not to apply the bulk of the $740
million to debt reduction, Standard & Poor's will review
management's expansion plans, including the potential cash flow
from newly built and/or purchased towers. "If Crown Castle
purchases extant towers, factors that will be considered in
evaluating the credit impact will include the quality of existing
tenants per tower, contract terms applicable to purchased tenants,
the potential for new tenants, and tenant diversity," said
Standard & Poor's credit analyst Michael Tsao.


DELTA FINANCIAL: Prices $520 Million Asset-Backed Securitization
----------------------------------------------------------------
Delta Financial Corporation (Amex: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, announced that it has priced a
securitization backed by $520 million of mortgage loans through
its subsidiary, Renaissance Mortgage Acceptance Corp.

The Company will deliver the entire $520 million of mortgage loans
to the Renaissance Home Equity Loan Trust 2004-2 at closing on
June 29, 2004. In contrast, last quarter the Company utilized a
pre-funding feature under which it delivered $415 million of the
total $550 million in mortgage loans it securitized to the
Renaissance Home Equity Loan Trust 2004-1 in March 2004. The
Company delivered the remaining $135 million of mortgage loans in
April 2004.

The Renaissance Home Equity Loan Trust 2004-2 is a senior
subordinate structure, with fully funded over-collateralization
(credit enhancement) at closing. Standard & Poor's, Fitch IBCA,
and Moody's Investors Service, Inc. rated the securities. The
securitization was lead-managed by RBS Greenwich Capital Markets,
Inc. and co-managed by Citicorp Global Markets.

                     About the Company

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming mortgage loans. Delta's loans
are primarily secured by first mortgages on one- to four-family
residential properties. Delta originates non-conforming mortgage
loans primarily in 26 states. Loans are originated through a
network of approximately 1,700 independent brokers and the
Company's retail offices. Since 1991, Delta has sold approximately
$9.8 billion of its mortgages through 39 securitizations.

                        *   *   *

In its Form 10-Q for the quarterly period ended March 31, 2004,
Delta Financial Corporation reports:

"We require substantial amounts of cash to fund our loan
originations, securitization activities and operations. We have
increased our working capital over the last ten quarters,
primarily by generating substantial cash proceeds from our
quarterly securitizations, including the sale of interest-only
certificates and related NIM transactions, as our loan
originations expanded. Prior to that time, however, we operated
generally on a negative cash flow basis. Embedded in our current
cost structure are many fixed costs, which are not likely to be
significantly affected by a relatively substantial increase in
loan originations. If we can continue to originate a sufficient
amount of mortgage loans and generate sufficient cash proceeds
from our securitizations and sales of whole loans - and ultimately
from our mortgage loans held for investment as we intend to grow
our securitized mortgage loan portfolio - to offset our current
cost structure and cash uses, we believe we can continue to
generate positive cash flow in the next several fiscal quarters.
However, there can be no assurance that we will be successful in
this regard. In addition, we may choose to not issue interest-only
certificates and/or NIM notes, which will negatively impact our
cash flow in any quarter we do so."


EARTHSHELL CORP: Shareholder Meeting Adjourned to July 26, 2004
---------------------------------------------------------------
EarthShell Corporation (OTCBB:ERTH), innovators of food service
packaging designed with the environment in mind, announced that it
had adjourned its Annual Meeting of Stockholders to July 26, 2004
at 10:00 A.M. at the Company's Santa Barbara offices because a
quorum was not present by proxy or in person at the Stockholders
Meeting which was convened as scheduled on June 28. Solicitation
of proxies will continue until the meeting is held, and the
Company urges its Stockholders to send in their proxies.

During a complete discussion period following adjournment of the
business portion of the meeting, the Company reported that its
largest shareholder, E. Khashoggi Industries (EKI), has agreed to
convert its $2.755 million note to common stock at a price of
$3 per share, provided that the Company can resolve the default
that currently exists under its 2006 debentures.

                   About the Company

EarthShell Corporation is a development stage company engaged in
the licensing and commercialization of proprietary composite
material technology for the manufacturing of foodservice
disposable packaging, including cups, plates, bowls, hinged-lid
containers, and sandwich wraps. In addition to certain
environmental characteristics, EarthShell Packaging is designed to
be cost performance competitive compared to other foodservice
packing materials.

At March 31, 2004, Earthshell Corporation's balance sheet shows a
stockholders' deficit of $14,306,794 compared to a deficit of
$12,268,775 at December 31, 2003.


ELWOOD ENERGY: S&P Lowers Rating on $368 Million Bonds to B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Elwood
Energy LLC's $368 million bonds due 2026 to 'B+' from 'BB'. The
outlook is negative.

The rating action reflects the recent downgrade of Aquila Inc. to
'CCC+' from 'B-'. Under two power sales agreements, Aquila
provides about 48% of Elwood's contractual net operating cash flow
through 2012 and thereafter 100% of contractual cash flow until
2017.

The negative outlook on Elwood reflects the negative outlook on
Aquila.

"If the rating on Aquila falls further, then the rating on Elwood
also will likely fall," said Standard & Poor's credit analyst
Rajeev Sharma. "If the rating on Aquila stabilizes or improves,
then the rating on Elwood would likely be similarly affected."

Elwood is a 1,409 MW merchant peaking power plant located in the
NERC Mid-American Interconnected Network, in the Northern Illinois
Control Area, which has recently come under PJM oversight. Elwood
is fully contracted through 2012 and partially through 2017.

Elwood is an equal partnership between wholly owned subsidiaries
of Peoples Energy Resources Co. LLC, a wholly owned subsidiary of
Peoples Energy Corp. (A-/Stable/A-2) and Dominion Energy Inc., a
wholly owned subsidiary of Dominion Resources Inc.
(BBB+/Negative/A-2).


ENRON: Offshore Power Employs Simpson Thacher As Special Counsel
----------------------------------------------------------------
Offshore Power Production C.V. sought and obtained the Court's
authority to employ Simpson Thacher & Bartlett, LLP, as special
litigation counsel, effective June 2, 2004, to pursue claims
relating to the expropriation of the Dabhol Power Project and any
other matters arising under or related thereto.

Ted A. Berkowitz, Esq., at Farrell Fritz, PC, in Uniondale, New
York, relates that Simpson Thacher currently represents Dabhol
Power Company shareholders, Capital India Power Mauritius I and
Energy Enterprises (Mauritius) Company -- the GE/Bechtel
Shareholders -- in an arbitration against the Government of India
under a Bilateral Investment Treaty between Mauritius and India
for expropriation of the Dabhol Power Project in the Dabhol
Shareholders Arbitration.

Pursuant to a Court-approved Purchase Agreement regarding the
sale of the partnership interest in OPP, OPP entered into a
Claims Management Agreement, dated April 26, 2004, by and among
OPP, EFS India-CM, LLC, and India Power Claims Management, LLC,
to provide for, inter alia:

   (i) the management of the prosecution of OPP's Claims
       against India; and

  (ii) the compensation of the Claims Managers for their
       services under the CMA.

Mr. Berkowitz tells the Court that the CMA authorizes the Claims
Managers to prosecute the Claims at their own expense, with a
right of reimbursement only from recoveries on the Claims and not
from OPP itself.  In accordance with the CMA, the Claims Managers
have designated Simpson Thacher as special litigation counsel for
OPP because of the firm's:

   (1) familiarity with the Dabhol Power Project, the BIT
       Arbitration and the DPC Shareholders Arbitration; and

   (2) extensive experience and knowledge with respect to complex
       commercial transactions such as OPP's, as well as its
       substantial expertise and experience in complex litigation
       and arbitration matters.

Simpson Thacher's extensive experience in handling complex
commercial litigation and arbitration makes it specially suited
to deal effectively with many of the potential legal issues and
problems that may arise in pursuing claim on OPP's behalf.

Mr. Berkowitz assures the Court that Farrell Fritz and Simpson
Thacher will work to ensure that they do not perform duplicative
services for OPP.

Simpson Thacher will be paid for services rendered and expenses
incurred based on the firm's hourly rates in effect from time to
time and its customary reimbursement policies.  Simpson Thacher's
customary hourly rates range from:

                 Partners             $600 - 850
                 Associates            300 - 520
                 Paraprofessionals     125 - 165

John J. Kerr, Jr., a member of Simpson Thacher, ascertains that
Simpson Thacher's professionals do not have any known connection
with, or any interest adverse to OPP, any of the other OPP
Debtors, their creditors or any other party-in-interest, or their
attorneys and accountants. (Enron Bankruptcy News, Issue No. 114;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON NORTH AMERICA: Wants To Reject Enron Teesside Financial Swap
------------------------------------------------------------------
Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that before the Petition Date, Enron Capital &
Trade Resources Corporation, now known as Enron North America
Corporation, and Enron Teesside Operation Limited, an ENA
affiliate located in the United Kingdom, were parties to a
Financial Hedge Swap, dated December 31, 1998.  The Financial
Swap relates to the operation of a steam and power generation
facility formerly owned and operated by Enron Teesside in the
United Kingdom, and is supported by a number of contracts between
Enron Teesside and various third parties.

In substance, Mr. Dichter explains that under the Financial Swap,
ENA bore certain risks of loss by Enron Teesside from the
operation of the Plant if certain monthly income levels were not
achieved.  ENA received certain benefits from Enron Teesside if
the Plant generated monthly income beyond certain levels.  The
necessary income levels were based on factors relating to the
performance of the Underlying Contracts.  Performance by both ENA
and Enron Teesside under the Financial Swap was premised,
generally, on the Underlying Contracts remaining in full force
and effect during the term of the Financial Swap.

Due to Enron Teesside's defaults under its third party financing
obligations, on April 15, 2003, Joint Administrative Receivers
were appointed under the laws of the United Kingdom for Enron
Teesside's assets.  On the same day, the Receivers sold the Plant
to SembCorp Utilities Teesside Limited, and either assigned or
terminated all or substantially all of the Underlying Contracts
that were then in force.  As a result of the sale, Enron Teesside
no longer has the costs and income pursuant to the Underlying
Contracts that were the subject of the Financial Swap.

Enron Teesside filed a proof of claim against ENA, asserting that
in excess of GBP10,000,000 is owed by ENA with respect to the
Financial Swap for the period preceding the Sale.  Enron Teesside
further asserts that additional sums are owed by ENA with respect
to the period after the Sale.  ENA disputes the Claims.  
According to Mr. Dichter, the Claims assume, in part, that the
Financial Swap is in effect and was not breached by Enron
Teesside or otherwise terminated due to the Sale.

ENA believes that Enron Teesside breached and repudiated the
Financial Swap.  ENA also determined that there would be a
substantial benefit to the estate from declaring the Financial
Swap repudiated or terminating it, as opposed to rejecting it.  A
repudiation or a termination would not increase ENA's obligations
under the Financial Swap.  If not repudiated or terminated, the
Financial Swap would not confer any benefit to ENA and, in light
of Enron Teesside's allegations that amounts continue to accrue
to Enron Teesside after the Sale, would be burdensome.

ENA intends to (i) declare that the Financial Swap was repudiated
by Enron Teesside, or (ii) exercise its right to terminate the
Financial Swap due to Enron Teesside's breaches.  However, ENA is
concerned that it may not be able to effect the termination of
the Financial Swap due to certain notice periods, or obtain
agreement from Enron Teesside or the Receivers that the Financial
Swap was repudiated, prior to the time it must advice the Court
and the creditors which contracts will be assumed under the Plan.  
As a result, the Financial Swap would be rejected under the terms
of the Plan, notwithstanding ENA's right to terminate it or have
it declared repudiated.  Moreover, the Receivers or any
subsequent liquidator of Enron Teesside may challenge the
validity of ENA's termination of the Financial Swap or the
determination that the Financial Swap was repudiated.

Hence, ENA asks that the Court to declare that the Financial Swap
will neither be assumed nor rejected as a result of the
confirmation of any plan of reorganization.  ENA seeks the
Court's authority to reject the Financial Swap if a court of
competent jurisdiction ever determines, by Final Order, that the
Financial Swap remains in effect after May 21, 2004.

Mr. Dichter contends that rejecting the Financial Swap is
reasonable under Section 365(a) of the Bankruptcy Code because it
does not have value for ENA's estate and would be burdensome in
light of Enron Teesside's allegations that amounts continue to
accrue after the Sale.  Furthermore, since Enron Teesside is
currently in receivership, ENA has no ability to measure Enron
Teesside's performance under the Financial Swap, and does not
believe that Enron Teesside can, itself, perform under the
Financial Swap. (Enron Bankruptcy News, Issue No. 114; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON NORTH: Asks To Enforce Stay On Enron Teesside Operations
--------------------------------------------------------------
Enron North America Corporation, formerly known as Enron Capital
& Trade Resources Corporation, asks the Court to enforce the
automatic stay and expressly void, ab initio, the termination of
an ISDA Master Agreement, dated December 31, 1998, and related
transactions by Enron Teesside Operations Limited.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft, in New
York, explains that in a letter dated April 11, 2003 -- more than
15 months after the Petition Date and without any Court
authorization -- Enron Teesside notified ENA that it was
terminating the ISDA Master Agreement and designated April 14,
2003 as the Early Termination Date.  ENA's bankruptcy filing was
the sole reason Enron Teesside terminated the Agreement.

Mr. Dichter contends that Enron Teesside's postpetition
termination of the Agreement violates the automatic stay, and is
therefore void ab initio.  Under Section 365(e) of the Bankruptcy
Code, an executory contract may not be terminated postpetition by
a non-debtor pursuant to a contractual provision conditioned on
the commencement of a bankruptcy proceeding or the insolvency of
the debtor.

Enron Teesside may assert that its termination was permitted
pursuant to the safe harbor of Section 560.  However, Enron
Teesside has the burden of establishing its applicability.

Mr. Dichter asserts that Enron Teesside will not be able to
establish the applicability of the safe harbor claim because its
termination of the Agreement 15 months after the Petition Date
did not satisfy a prerequisite for the applicability of the safe
harbor.  Enron Teesside's willingness to keep the Agreement
"alive" for 15 months postpetition shows that the concerns that
lead to the enactment of the safe harbor provisions -- that the
failure of one market-sensitive participant would cause the
failure of other participants -- were not relevant to its
continued participation in the Agreement, or its termination.
(Enron Bankruptcy News, Issue No. 114; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FARMLAND INDUSTRIES: J.P. Morgan Trust Named Liquidating Trustee
----------------------------------------------------------------
Farmland Industries is one of the largest agricultural
cooperatives in North America with about 600,000 members. The firm
operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.

The company, along with its affiliates, filed for chapter 11
protection (Bankr. Mo. Case No. 02-50557) on May 31, 2002 before
the Honorable Jerry W. Venters. The Debtors' Counsel is Laurence
M. Frazen, Esq. of Bryan Cave LLP. When the company filed for
chapter 11 protection, it listed total assets of $2.7 billion and
total debts of $1.9 billion.

Pursuant to the Second Amended Joint Plan of Reorganization filed
by Farmland Industries, Inc. and its debtor-affiliates, the court
declared May 1, 2004 as the Effective Date of the Plan.

The Plan was implemented at that time, and in accordance with the
Plan, the FI Liquidating Trust has been established.  J.P. Morgan
Trust Company, National Association, has been appointed as the
Liquidating Trustee.  It is anticipated that the initial
distribution to unsecured creditors from the Trust will occur in
late June 2004.

  
FLEMING COMPANIES: Agrees to Settle UFCW Funds' Claims
------------------------------------------------------
The Fleming Companies, Inc. Debtors ask Judge Walrath to approve a
Global Settlement Agreement and Mutual Release with the United
Food and Commercial Workers Union and Employers Pension Plan, and
the Wisconsin UFCW Unions and Employers Health Plan.

As employer, Fleming Companies, Inc., contributed to the UFCW
Funds.  Shortly after the Petition Date, Fleming sold all or
substantially all of its assets relating to its retail business,
and accordingly ceased making contributions to the UFCW Funds.

The UFCW Funds filed 33 proofs of claim in the Debtors' cases
alleging:

       (1) statutory withdrawal liability under Title IV of
           ERISA due to Fleming's cessation of contributions to
           the Pension Fund; and

       (2) contractual withdrawal liability from missed
           contributions to the Welfare Fund.

Fleming disputes the factual and legal bases of these claims.  
The UFCW Funds and Fleming intend to settle all claims between
them so as to avoid the expense and uncertainty of litigation.

The primary terms of the Settlement Agreement are:

       (a) On the date the order confirming the Debtors' Plan
           becomes final, the Pension Fund's $66,989.10 claim for
           withdrawal liability will be reduced to, and
           reclassified as, an allowed administrative expense
           claim for $20,000;

       (b) On the Settlement Effective Date, the Pension Fund's
           $20,540,578 claim for statutory withdrawal liability
           will be reduced to, and treated as, a Class 6 General
           Unsecured Claim for $15,000,000;

       (c) The Welfare Fund's $86,821 claim for contractual
           withdrawal liability will be reduced to, and
           reclassified as, an allowed administrative claim for
           $50,000;

       (d) The Welfare Fund's $266,485 claim for contractual
           withdrawal liability will be reduced to, and treated
           as, a Class 6 General Unsecured Claim for $216,485;

       (e) The remaining 29 claims filed by the UFCW Funds,
           aggregating $20,540,578, will be deemed withdrawn with
           prejudice, and the Debtors' objections to the Pension
           Fund's claim will be deemed withdrawn with prejudice;

       (f) The UFCW Funds will vote for and otherwise support the
           Plan, and not object to the Plan, so long as the Plan
           does not alter the terms of the Settlement Agreement;
           and

       (g) The parties exchange mutual releases.

The Debtors admit that they stopped making contributions to the
UFCW Funds after the Petition Date, and that the Funds have
claims for withdrawal liability.  The Debtors believe that, at
trial, they would be able to prove that the amount of the claims
should be reduced by a certain percentage based on differing
actuarial calculations and interest.  However, a trial on the
merits would be extremely costly for the Debtors' estates because
the Debtors would need to engage a professional to conduct an
actuarial analysis, which might take months to complete.

In addition, the parties disagree as to the interpretation of the
ERISA scheme and its interplay with the Bankruptcy Code.  
Therefore, because the majority of the UFCW Funds' claims are
unsecured, and the Official Committee of Unsecured Creditors has
reviewed and agreed to the terms of the allowed claims, the
Debtors conclude that the settlement is reasonable and in the
best interests of their creditors.

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)


FOOTSTAR INC: Secures New DIP and Exit Credit Facility
------------------------------------------------------
Footstar, Inc. announced that it has filed a motion with the U.S.
Bankruptcy Court for the Southern District of New York in White
Plains seeking approval for a debtor-in-possession (DIP) and
secured exit revolving credit facility from a lending group led by
Fleet National Bank and GECC Capital Markets Group, Inc. Subject
to court approval, the DIP and Exit facility will replace the
Company's existing $130 million DIP credit facility as amended and
restated as of May 11, 2004. Footstar currently has no outstanding
loans under its existing DIP credit facility.

Under the DIP and Exit facility, Footstar will have access to
$100 million of DIP financing, including letters of credit,
subject to a secured borrowing base formula based upon inventory
and accounts receivable. The reduced amount of DIP financing
reflects the operating needs of the Company's smaller business
base, achieved through recent asset sales and other restructuring
activities. Upon emergence from its Chapter 11 financial
reorganization, the Company may convert the DIP facility to post-
Chapter 11 financing which provides for up to $160 million in
revolving borrowings, including letters of credit.

The DIP and Exit facility has a total term not to exceed five
years from the date of filing for Chapter 11, including the period
during which the Company operates as debtor-in-possession. The
Exit facility term will be three years, as long as the DIP lending
period does not exceed two years.

Dale W. Hilpert, Chairman, President and Chief Executive Officer,
said, "We are pleased to have amended our existing DIP credit
facility since it provides for reduced fees, a lower interest rate
and offers greater flexibility. It represents an important step in
our financial restructuring as we proceed through the Chapter 11
process toward emergence."

As with its existing DIP credit facility, borrowings under the DIP
and Exit facility will be secured by all assets of the Company and
is available to support its short-term borrowing needs.

                  About Footstar, Inc.

Footstar, Inc. -- http://www.footstar.com/-- which filed for   
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.: 04-
22350) on March 3, 2004, is a leading footwear retailer. As of May  
1, 2004, the Company operates 2,498 Meldisco licensed footwear  
departments nationwide and 36 Shoe Zone stores. The Company also  
distributes its own Thom McAn brand of quality leather footwear  
through Kmart, Wal-Mart and Shoe Zone stores.

Paul M. Basta, Esq. of Weil Gotshal & Manges represents the debtor  
in its restructuring efforts. When the company filed for  
bankruptcy protection, it listed total assets of $762,500,000 and  
total debts of $302,200,000.


FUN-4-ALL: Wants to Utilize Cash Collateral to Finance Operations
-----------------------------------------------------------------
Fun-4-All Corp., asks the U.S. Bankruptcy Court for the Southern
District of New York's for authority to use its secured creditor's
cash collateral to finance its ongoing operation in its bankruptcy
case.

The Debtor relates that it has an immediate need to tap into the
Secured Creditor's Cash Collateral in order to continue business
operations, and maintain and preserve its business and property.

Centralink Investment Limited has a purported security interest in
Fun-4-All's assets, including among other things, its license
agreements, inventory and accounts receivable.  Centralink has
asserted that all of the assets are subject to liens and security
interest in favor of it.  Steven S. Newman, Esq., at Esanu Katsky
Korins & Siger, LLP said that Centralink is the only known entity
having or suspected of having security interest in the Cash
Collateral.  Its purported liens arise out of a series of
financial transactions with the Debtors before the Petition Date
that were part of an anticipated sale of the assets.

Mr. Newman reports that as of the Petition Date, the Debtor owed
to Centralink approximately $3,000,000.  Centralink ascertains
that all of its loan documents have been duly recorded in the
proper governmental offices and that it has a valid and perfected
lien on the collateral.  Mr. Newman relates that the Debtor has
not had sufficient time to examine the transactions underlying the
loan documents and does not concede the validity of any of
Centralink's prepetition liens and security interest in the
assets.

Nevertheless, pursuant to Section 363 of the Bankruptcy Code, the
Debtor intends to provide Centralink replacement liens on the
security interests in:

   a) all interests, if any, accruing on the Cash Collateral; and

   b) all postpetition revenue, accounts receivable, and cash
      generated from the assets.

The Debtor has projected expenses of operation for the period from
June 7, 2004 through July 19, 2004.  The Debtor's expenses include
shipping, NJ warehousing, equipment leases, office rent, patent
services, computer services, general insurance, transportation,
electric, telephone, general office supplies, purchase of goods,
payroll, medical insurance, Hong Kong administrative expenses, ad
LA warehousing costs:

                                 Week
                                 ----
                   6/7/04     6/14/04    6/21/04     6/28/04     
                   ------     -------    -------     -------
   Total Expenses  27,671     135,686    104,816     109,030
   
                   7/05/04   7/12/04     7/19/04
                   -------   -------     -------
   Total Expenses  12,671     68,186     54,816

All funds which may constitute Cash Collateral will be expended
solely for the operations, preservation and protection of the
Debtor's business, including utility deposits.

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.


GENTEK: President & CEO Richard Russell Acquires Stock & Warrants
-----------------------------------------------------------------
On June 1, 2004, Richard R, Russell, President and Chief
Executive Officer of GenTek, Inc., discloses to the Securities
and Exchange Commission that as of May 27, 2004, he acquired
5,148 shares of GenTek common stock.

Mr. Russell also acquired certain derivative securities:

   (a) Tranche A Warrants for 9,793 shares at a $58.50 exercise
       price, expiring November 10, 2006;

   (b) Tranche B Warrants for 5,166 shares at a $64.50 exercise
       price, expiring November 10, 2008; and

   (c) Tranche C Warrants for 2,523 shares at a $71.11 exercise
       price, expiring November 10, 2010.

A full-text copy of the disclosure is available at no charge at:

http://sec.gov/Archives/edgar/data/1077552/000118248904000472/xslF345X02/edgar.xml

Mr. Russell obtained the shares of GenTek Common Stock and
Derivative Securities pursuant to the terms of GenTek's
reorganization plan.  Mr. Russell acquired the shares in
connection with a debt previously contracted and compromised
pursuant to the Plan. (GenTek Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


GOODYEAR: S&P Assigns B- Rating to $150M Convertible Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Goodyear Tire & Rubber Co.'s $150 million convertible senior notes
due 2034 and affirmed the 'B+' corporate credit rating on the
company. Proceeds from the new debt issue will be used for general
corporate purposes. The outlook is stable.

Akron, Ohio-based Goodyear has total debt of about $6 billion and
$5.8 billion of underfunded employee benefit obligations.

"Upside rating potential is limited by an onerous debt burden,
large near-term cash obligations, and weak earnings," said
Standard & Poor's credit analyst Martin King. "Downside risk is
limited by improving market fundamentals, expectations of further
progress in North American operations, and Goodyear's fair
liquidity."

Goodyear is one of the three largest global tire manufacturers,
with good geographic diversity, strong distribution, and a well-
recognized brand name.

A comprehensive plan to reduce global costs by $1 billion-$1.5
billion by 2005 is beginning to show results. Standard & Poor's
expects the company to realize meaningful savings during 2004 from
plant closures, headcount reductions, and other benefits stemming
from a new labor union contract signed in 2003 that covers most
North American operations. Standard & Poor's expects that
incremental benefits beyond 2004, however, will be more modest,
and that Goodyear's operations in North America will continue
to report subpar operating performance for the next few years.

Goodyear faces substantial cash obligations during the next two
years, when its cash flow generation will be modest.


GROUPE BOCENOR: Files BIA Proposal for Creditor Approval in July
----------------------------------------------------------------
Groupe Bocenor Inc. announced that, following the filing of its
notice of intention on June 10, 2004, it has now filed its
proposal pursuant to the Bankruptcy and Insolvency Act for
approval by the creditors on or about July 14, 2004.

The Corporation's two principal shareholders, 3264289 Canada Inc.,
controlled by the Wood Family, and the Fonds de solidarit‚ des
travailleurs du Qu‚bec (F.T.Q.), have extended guarantees or
letters of credit to support the Corporation's short term
indebtedness.

Meanwhile, the Corporation continues its operations and satisfy
its customers' orders. Suppliers of the Corporation for goods and
services provided after the filing of the notice of intention are
being paid in the normal course of business.

GROUPE BOCENOR is a manufacturer and distributor of a complete
line of windows and doors. The company sells its products in
Quebec, the Maritimes, Ontario and U.S.A, under the Bonneville
Windows and Doors and Polar Windows and Doors trade marks. The
Multiver division manufactures sealed units and commercial glass.


INTEGRATED BUSINESS: Secures $6.25 Million Equity Commitment      
------------------------------------------------------------
Integrated Business Systems, Inc. (OTCBB:IBSS) announced it has
entered into a common stock purchase agreement with Fusion Capital
Fund II, LLC, a Chicago based institutional investor, whereby
Fusion Capital has purchased $250,000 of IBSS's common stock and
has agreed to purchase up to an additional $6.0 million of common
stock over a 24-month period. Specifically, after the Securities &
Exchange Commission has declared effective a registration
statement, each month IBSS has the right to sell to Fusion Capital
$250,000 of its common stock at a purchase price based upon the
market price of IBSS's common stock on the date of each sale
without any fixed discount to the market price. At the Company's
sole option, Fusion Capital can be required to purchase lesser or
greater amounts of common stock each month up to $6.0 million in
the aggregate. The Company has the right to control the timing and
the amount of stock sold to Fusion Capital. IBSS also has the
right to terminate the agreement at any time without any
additional cost. Fusion Capital has agreed not to engage in any
direct or indirect short selling or hedging of the common stock in
any manner whatsoever. A more detailed description of the
transaction is set forth in the Company's report on Form 8-K,
recently filed with the SEC.

George Mendenhall, CEO of IBSS commented, "This new financing with
Fusion Capital will provide the Company with a value added partner
and a flexible source of capital to help fund ongoing operational
and other capital costs. We are very excited about this
transaction and look forward to working with Fusion Capital to
explore opportunities that we believe the Company can leverage to
expand and further develop its operations, products, and market
share."

               About Fusion Capital

Fusion Capital Fund II, LLC is a broad based investment fund,
based in Chicago, Illinois. Fusion Capital makes a wide range of
investments ranging from special situation financing to long-term
strategic capital.

                   About IBSS  

Headquartered in Columbia, South Carolina, IBSS is the creator of  
Synapse(TM), a groundbreaking software technology. Synapse(TM) is  
a complete framework and methodology used to create, implement and  
manage a wide variety of dynamic, distributed, networked, and  
real-time enterprise applications, quickly and efficiently. Global  
enterprises utilizing Synapse(TM) leverage the power of its  
single, flexible framework to enjoy tremendous time and cost  
advantages, in the development, deployment and on-going management  
of customized applications.  

Enabled by Synapse(TM) to take competitive advantage of cutting-
edge technologies such as wireless networking, mobile computing  
and RFID, IBSS and its strategic partners bring solutions to  
customers for mission-critical applications in manufacturing,  
distribution, healthcare, finance, insurance, retail, education,  
and government.  

At March 31, 2004, Integrated Business Systems and Services,   
Inc.'s balance sheet shows a shareholders' deficit of $3,388,039   
compared to a $3,399,335 deficit at December 31, 2003.

For more information about IBSS and its Synapse technologies and  
services, visit http://www.ibss.net/


IRELAND CORNERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ireland Corners Tire Center, Inc.
        dba Ireland Corners Garage
        2170 Routes 44/55 & Route 208
        Gardiner, New York 12525

Bankruptcy Case No.: 04-36547

Type of Business: The Debtor provides auto rental and services.
                  See http://www.irelandcorners.com/

Chapter 11 Petition Date: June 28, 2004

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Elizabeth A. Haas, Esq.
                  Barr & Haas, LLP
                  664 Chestnut Ridge Road
                  P.O. Box 664
                  Spring Valley, NY 10977
                  Tel: 845-352-4080
                  Fax: 845-352-6777

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
------                        ---------------       ------------
Vredestein Tires                                         $47,098

Burgess, Rick                 Proceeds of                $39,500
                              automobile sold and
                              not paid

NAPA                                                     $19,826

Vanacore Debendictus                                     $19,130

Penzoil-Quaker State Co.                                 $18,964

Broadway Auto Parts                                      $10,816

MVP Health Care, Inc.         Employee health care       $10,186

Machnick Builders, Ltd.                                   $9,911

Foster & Schmalkuche          Professional Fees           $8,893

Guardian Warranty Corp.       Extended Warranty           $8,080

Newburgh Nissan                                           $6,896

NOCO                                                      $6,815

Poughkeepsie Imported Car                                 $6,024
Part

Keystone Automotive                                       $5,395
Operations

Toyota of Newburgh                                        $5,298

Banner Tire System                                        $5,162

Sopus Products                                            $4,964

Fulton Chevrolet                                          $4,008

Ruge's                                                    $3,059

Dutchess Dodge                                            $2,682


JG REAL ESTATE: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: J.G. Real Estate, Inc.
        1707 Chamberlayne Avenue
        Richmond, Virginia 23222

Bankruptcy Case No.: 04-35905

Chapter 11 Petition Date: June 17, 2004

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Robert A. Canfield, Esq.
                  Canfield, Baer, Heller & Johnston, LLP
                  2201 Libbie Avenue, Suite 200
                  Richmond, VA 23230
                  Tel: 804-673-6600
                  Fax: 804-673-6604

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 1 Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
City of Richmond/Real Estate                 $3,970


KITCHEN ETC: Asks to Bring-In Testa Hurwitz as Special Counsel
--------------------------------------------------------------
Kitchen Etc., Inc., asks for permission from the U.S. Bankruptcy
Court for the District of Delaware to hire and employ Testa
Hurwitz & Thibeault, LLP as its special counsel.

The Debtor has sought to employ Leon Barson, Esq., of Adelman
Lavine Gold & Levin as its general bankruptcy counsel.  Testa
Hurwitz will be retained solely to:

   a) represent the Debtor in connection with general non-
      bankruptcy, corporate and commercial matters, such as
      corporate governance and organization matters, asset
      sales, federal, satae and local tax matters, labor and
      employment matters, and trademark matters; and

   b) assist Adelman Lavine in connection with the negotiation,
      due diligence, documentation, court approval and closing
      of debtor in possession and exit financing.

Testa Hurwitz has provided prepetition services to the Debtor.  
The Debtor believes that the appoinment of the firm is in its best
interest.

Howard S. Rosenblaum, Esq., a partners in Testa Hurwitz has been
the Debtor's principal attorney for 11 years. Given Mr. Rosenblaum
and the firm's unique level of knowledge and experience with the
Debtor, the firm's retention will avoid the immense time and
expense that another law firm would otherwise have to invest in
learning.

Testa Hurwitz' Testa Hurwitz's current customary hourly rates
range from:

         Designation              Billing Rate
         -----------              ------------
         Partners                 $380 to $600 per hour
         Of Counsel               $310 to $380 per hour
         Associates               $190 to $380 per hour
         Technology Specialist    $170 to $220 per hour
         Paraprofessionals        $110 to $220 per hour

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.


KNIGHTHAWK INC: Retains Investor Relations Firm Equicom Group
-------------------------------------------------------------
KnightHawk Inc. (TSX-V: KHA), a transportation company providing
contract rail and air cargo services, announced that it has
retained The Equicom Group Inc. to provide the Company with
strategic investor relations and financial communications
services.

Equicom provides its services to leading Canadian companies and
has proven expertise serving a variety of sectors, including
transportation. To help create and implement KnightHawk's investor
relations program, Equicom will be paid a monthly retainer fee of
$5,000. Equicom does not currently have any interest, directly or
indirectly, in KnightHawk Inc. or its securities. The initial
contract term is for 12 months with termination provisions
following 60 days. The principals of Equicom are: Barry Hildred,
President; Jason Hogan, Executive Vice President; Scott Kelly,
Senior Vice President, Creative Services; and, Mike Polonsky,
Senior Vice President.

                       About Equicom

The Equicom Group's core competency is the development and
execution of tailored, strategic, financial communications
programs. Equicom provides its clients with a comprehensive suite
of services including: investor relations, media relations, annual
report production, web development and web broadcasting. For
further information, visit http://www.equicomgroup.com/

                     About KnightHawk

KnightHawk provides contract rail and air cargo services,
delivering freight both domestically and transborder between
Canada and the United States, on behalf of its customers in the
North American railway and air cargo express industries.
KnightHawk's air division operates a fleet of cargo aircraft, and
during the past ten years and over 40,000 flying hours has
maintained an on-time performance record of over 99%, a crucial
reliability factor for its customers. For further information,
please see our website at http://www.knighthawk.ca/

At April 30 2004, KnightHawk Inc.'s balance sheet shows a total
shareholders' deficit of C$1,912,000 compared to a deficit of
C$5,794,000 at October 31, 2003.


LASER MORTGAGE: Will Make Final Liquidation Distribution July 20
----------------------------------------------------------------
LASER Mortgage Management, Inc. (OTC Bulletin Board: LSMM)
announced that it will make a final liquidation distribution to
its stockholders pursuant to the company's plan of liquidation and
dissolution of approximately $0.86 per outstanding share of common
stock.

Holders of record of LASER's common stock as of July 5, 2004 will
be entitled to receive the final liquidation distribution. The
distribution will be payable on July 20, 2004. This is the final
liquidating distribution and no further distributions will be
made. The share record books of the Company will be closed as of
the close of business on the payment date.


LYNX ASSOCIATES: First Creditors' Meeting Slated for July 14
------------------------------------------------------------
The United States Trustee will convene a meeting of Lynx
Associates, LP's creditors at 1:00 p.m., on July 14, 2004 in Room
550 at 600 Las Vegas Blvd South, Las Vegas, Nevada 89101.  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, Lynx Associates, L.P., filed
for chapter 11 protection on June 10, 2004 (Bankr. Nev. Case No.
04-16441).  William Noall, Esq., at Gordon & Silver, Ltd.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


MARINE PIPELINE: Taps Great American to Liquidate All Assets
------------------------------------------------------------
Great American Group, one of the nation's leading asset management
firms, announced that it has formed a joint venture with two other
firms, one American and the other Canadian, to liquidate all the
assets of one of Canada's oldest and largest pipeline construction
firms.

Working with Rabin Worldwide of San Francisco, Calif., and
CIACPCC, Inc., headquartered in Montreal, Quebec, Great American
will conduct a three-day live and online auction sale of hundreds
of pieces of heavy construction equipment belonging to Marine
Pipeline Construction Company of Canada.

The equipment, which ranges from tractors, dozers, trenchers and
graders to excavators, generators, flatbed/utility trucks and
pick-ups and SUVs, is expected to generate over $30 million in
sales. The size and scope of the auction sale make it one of the
largest of its kind for the construction industry in North
America.

Also included in the auction -- to be held July 13-15 at Marine
Pipeline's headquarters in Edmonton -- will be all of the
company's office equipment and property. The property comprises 30
acres of land, with 25,000 square feet of office space and two
maintenance buildings of approximately 10,000 square feet per
building.

"We are delighted to have been selected to handle this
liquidation, and believe that the auction sale will enable other
construction companies and interested parties to acquire a wide
array of high quality, heavy-duty construction equipment at very
reasonable prices," said Mark Weitz, president of the Wholesale
and Industrial Services division of Great American Group.

"Most of the items on sale will be from top-name national
manufacturers such as Caterpillar, Kenworth, Linkbelt, Komatsu,
Ford, Chevy, McKenzie and Allied," Weitz noted. "While some pieces
are approximately five to six years old, all of the equipment is
in very good to excellent condition," he added.

                  About Great American

Serving clients in the wholesale, industrial and machinery and
equipment industries for 30 years, Great American Group provides a
full range of asset management services, including industrial
auctions, industrial wind-down services, wholesale inventory
liquidation services and industrial appraisal and valuation
services. Headquartered in Woodland Hills, Calif., with regional
offices in Chicago, Boston, New York and Atlanta, the company also
has operating divisions that provide similar services for retail
and consumer inventories and machinery and equipment.

                  About Marine Pipeline

Founded in 1954, Marine Pipeline grew quickly over the next
decades as Canada's oil and gas industry flourished. From its
beginnings as an underwater pipeline construction specialist, the
company soon evolved into a multi-faceted pipeline construction
empire with a broad range of capabilities. In 1993, Marine was
sold to Murphy Bros., Inc., one of the most successful large
diameter pipeline construction companies in North America.


MBMI RESOURCE: Inks Purchase Pact for 3 Nickel Laterite Properties
------------------------------------------------------------------
MBMI Resources Inc. (MBR-TSXV) and Olympic Mines & Development
Corporation have signed an agreement under which MBMI
can earn a major interest in three nickel laterite properties in
Palawan Philippines. The agreement enables MBMI to hold both
directly and indirectly up to a 60% interest in the joint
venture. The transaction is subject to compliance with Philippine
law, and Exchange approval.

MBMI will focus on the potential for Direct Shipping Ore nickel
laterite material from these projects, a strategy the Company
believes will allow it to generate cash flow with minimal capital
cost. Two of the Olympic properties being acquired are contiguous
to Sumitomo Metal Mining Co. Ltd's "Coral Bay" project which has
been operating a successful direct shipping ore facility for many
years.

Evaluation of historic drill results and geological data has
enabled MBMI to identify primary drilling targets on these
properties. The Joint Venture Agreement is structured to
facilitate a cost effective exploration program and anticipate an
accelerated development of these properties.

The agreement signed includes a term sheet and binding letter of
intent which sets out some of the salient terms and conditions of
a Joint Venture Agreement (JV) to be entered into by the parties
with respect to the three Olympic nickel properties. MBMI can
earn its interest in the joint venture by making a total of
US$95,000 in property payments per property on a Phased basis and
by financing exploration costs through to development status.
Properties can be "dropped" at any time thus halting further
payments per specific property. Should any or all properties
reach production status, MBMI shall make a further $150,000
payment per property and issue up to a total of 2.5 million
common shares. Project funding will require contributions by each
equity participant based upon their respective pro-rata equity
position. A finder's fee may be paid in connection with the
transaction.

The acquisition of these projects is a result of the Company's
long term presence in Palawan Philippines, its expertise in
nickel laterites, and contacts with major nickel buyers in Asia.
The Company had previously completed a prefeasibility study on
its Celestial nickel project also located on Palawan. After
lengthy discussions, the Company signed an agreement in principle
in first quarter 2004 for the restructuring of the Mining Rights
Agreement (MRA) pertaining to the Celestial property. The
agreement in principle confirmed that the MRA was in good
standing and contemplated that the parties would negotiate in
good faith, a revised MRA. Management has worked diligently to
complete this restructuring, however to date has been unable to
finalize a revised agreement.

The Company intends to  take advantage of the current lack of
nickel supply in the market and positive long term outlook for
the metal.

At January 31, 2004, MBMI Resources Inc.'s balance sheet shows a
total shareholders' deficit of C$311,380 compared to a deficit of
C$1,475,726 at January 31, 2003.


MIRANT AMERICAS: Court Approves Firm Wholesale Capacity Offer
-------------------------------------------------------------
Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that The Cape Light Compact, a municipal aggregator, has
requested proposals for the supply of retail electricity for the
Default Service and Standard Offer Service customers located on
Cape Cod and Martha's Vineyard, Massachusetts.  The Mirant Corp.
Debtors are interested in participating in the RFP process
directly.  However, because they are in bankruptcy, the Debtors
are not approved as a qualified bidder.

Mirant Americas Energy Marketing, LP, is in the process of
providing a firm energy and capacity offer to a qualified bidder,
who will in turn submit a bid to Cape Light.  MAEM has also been
approached by at least one other qualified bidder who is
interested in submitting a bid to Cape Light utilizing energy and
capacity supplied by the Debtors.  The Third Parties are in the
business of providing retail energy services to retail customers.

According to Mr. Peck, the structure of the bid and contemplated
transaction will provide that MAEM will make a "firm, wholesale
supply offer" to the Third Party, who will in turn bundle MAEM's
offer with the Third Party's bid and submit the entire offer to
Cape Light.  There will be no direct contract between MAEM and
Cape Light or the ultimate retail end-user with respect to the
Bid.  In fact, Cape Light will not necessarily know of the offer
MAEM provided to the Third Party.

The Third Party is pre-approved by Cape Light as a qualified
bidder.

                     The Contemplated Bid

The Debtors are still in the process of finalizing the business
terms of the Bid.  Currently, the Bid has these important
components:

   * The term of the energy supply will run from January 1, 2005
     to December 31, 2005;

   * The notional value of the transaction will be about
     $55,000,000 over the term of the contract;

   * MAEM will agree to supply up to 250 MW of peak energy
     supply and up to about 140 MW of off-peak supply; and

   * The amount of load will be agreed upon and determined in
     advance, as opposed to supplying the energy on an "all
     requirements basis."

The Debtors expect that Mirant Canal, LLC, will generate the
energy that will be supplied to Cape Light in the event the Third
Party is the successful bidder.

Mr. Peck informs Judge Lynn that the Debtors recently submitted
an "indicative Bid" to the Third Party and the Third Party
indicated that the parameters of the indicative Bid were
acceptable.  The Debtors also transmitted a copy of the
indicative Bid to the Committees' advisors and generally outline
the RFP process to the Committees.

                    Timing of the RFP Process

MAEM's deadline to submit its firm bid to the Third Party is
10:00 a.m. on June 28, 2004.  The deadline for the Third Party to
submit the Bid to Cape Light is June 28, 2004 at 12:00 p.m.  Cape
Light will make its determination as to which bid to accept by no
later than 12:00 p.m. on June 29, 2004.

Accordingly, pursuant to Section 363 of the Bankruptcy Code, the
Debtors seek the Court's authority to:

   (a) submit the Bid to the Third Party for submission to Cape
       Light;

   (b) assuming the Bid is the successful bid, execute any and
       all contracts, agreements and instruments reasonably
       necessary to memorialize the obligations set forth in the
       Bid, and perform all necessary obligations; and

   (c) post collateral in favor of the Third Party in an amount
       equal to the difference between the contract price and
       market price based on the energy sold, in accordance with
       ordinary business practice.

Mr. Peck contends that the Debtors should be authorized to submit
the Bid because selling energy is in the Debtors' ordinary course
of business.  In addition, the Debtors currently own a
substantial amount of megawatts of electric generating capacity
in and around the Massachusetts market.

                    Mirant Committee Objects

Monica S. Blacker, Esq., at Andrews & Kurth, LLP, in New York,
relates that following the review of the request, the Mirant
Committee determined that additional details were required to
ascertain the proposed Bid Transaction is within the range of
reasonableness.  Accordingly, on June 20, 2004, PA Consulting
Group, Inc., the Mirant Committee's energy industry consultant,
requested additional information from the Debtors in connection
with the proposed Bid Transaction.  PA received additional
information on the afternoon of June 22, 2004, but has not yet
had sufficient time to analyze this information.  Consequently,
the Mirant Committee currently is unable to determine the
reasonableness of the proposed Bid Transaction.

The Mirant Committee asks the Court not to approve the Debtors'
request at this time, and adjourn the hearing until it has had an
ample opportunity to determine the reasonableness of the proposed
Bid Transaction.

                          *     *     *

Judge Lynn overrules the Mirant Committee's objection and grants
the Debtors' request.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MISSISSIPPI CHEMICAL: Citigroup & Perry Extend $182.5M Financing
----------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPIQ.OB)
announced that the U.S. Bankruptcy Court for the Southern District
of Mississippi has entered an interim order approving replacement
debtor-in-possession financing for the company. The credit
facility will be provided by the New York-based lenders Citigroup
Global Markets, Inc., an affiliate of Citigroup, and Perry
Principals Investments, LLC, an affiliate of Perry Capital.

The new $182.5 million financing, which includes a $22.5 million
revolving credit facility, replaces all of the company's pre- and
post-petition secured debt, a portion of which was to mature on
June 30, 2004. The maturity of the replacement financing is the
earlier of the company's exit from bankruptcy or December 31,
2004, and the company has the option to extend the maturity
through June 30, 2005, under certain conditions.

In addition, Citigroup and Perry have agreed to provide
$210 million in exit financing to facilitate the company's
emergence from Chapter 1l. As a result, the company's plan of
reorganization will be amended to reflect the improved terms of
the exit financing, which permits the company to retain all of the
financial benefits of its 50 percent equity ownership in its
Trinidad ammonia facility. The currently filed plan provided that
the company would retain a lesser amount of such financial
interest.

"The new financing agreement allows the company more flexibility
for operating under Chapter 1l. It will also provide the company
with more favorable exit financing to expedite our exit from
reorganization," Coley Bailey, chief executive officer for
Mississippi Chemical, said.

"We continue to make progress to position the company as a more
competitive operation and to reduce our cost structure. As stated
previously, we still plan to exit bankruptcy prior to the end of
this year," Bailey said.

For details of the company's new financing, please visit
http://www.bmccorp.net/misschem/

                       About the Company

Mississippi Chemical Corporation is a leading North American
producer of nitrogen and phosphorus products used as crop
nutrients and in industrial applications. Production facilities
are located in Mississippi, Louisiana, and through Point Lisas
Nitrogen Limited, in The Republic of Trinidad and Tobago. On May
15, 2003, Mississippi Chemical Corporation, together with its
domestic subsidiaries, filed voluntary petitions seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code.


NATIONWIDE HEALTH: Offering $1M Convertible Preferred Stock
-----------------------------------------------------------
Nationwide Health Properties, Inc. (NYSE: NHP) announced it plans
to publicly offer 1,000,000 shares of its Series B Cumulative
Convertible Preferred Stock, each with a liquidation preference of
$100 per share. The offering is being made pursuant to a shelf
registration statement that became effective on October 16, 2003.
In addition, the Company will grant to the underwriters a 30-day
option to purchase up to an additional 150,000 shares of the
preferred stock to cover over-allotments, if any.

The Company intends to use the net proceeds of the offering to
repay outstanding indebtedness under its unsecured revolving bank
line of credit and for general corporate purposes.

JPMorgan is acting as sole book-runner for the offering. Banc of
America Securities LLC, Citigroup Global Markets Inc. and Wachovia
Capital Markets, LLC are acting as co-managers for the offering.

                         *   *   *

As reported in the Troubled Company Reporter's April 14, 2004
edition, Fitch Ratings has affirmed the senior unsecured rating of
'BBB-' on approximately $541 million of senior unsecured notes of
Nationwide Health Properties, Inc. due 2004 through 2038. Fitch
has also affirmed the 'BB+' ratings on $100 million of outstanding
preferred stock. The Rating Outlook is revised to Stable from
Negative.

The revision of Fitch's Rating Outlook to Stable reflects NHP's
improved debt maturity schedule as well as access to capital. On
May 19, 2003, Fitch reviewed NHP and kept its Rating Outlook at
Negative due to the near-term maturities the company faced under
its medium term notes (MTN) program. Since that time, the majority
of NHP's 2003 debt maturities that had a putable feature in its
bonds opted not to put the bonds back to the company and extended
the maturities of these bonds out another five years to 2008.
Additionally, NHP raised a combined total of approximately $250
million in common equity in two offerings (April 2003 and January
2004) improving the company's liquidity.


NEW WEATHERVANE: Wants to Sign-Up Pepper Hamilton as Attorneys
--------------------------------------------------------------
New Weathervane Retail Corporation and its debtor-affiliates are
asking the U.S. Bankruptcy Court for the District of Delaware for
permission to engage Pepper Hamilton LLP as their counsel in their
chapter 11 cases.

The Debtors expect Pepper Hamilton to:

   a. provide legal advice with respect to the Debtor's powers
      and duties as a debtor-in-possession in the continued
      operation of its business and management of its property;

   b. assist the Debtor in maximizing the value of its assets
      for the benefit of all creditors and other parties-in-
      interest;

   c. commence and prosecute any and all necessary and
      appropriate actions and/or proceedings on behalf of the
      Debtor and its assets and property;

   d. prepare, on behalf of the Debtor, all of the necessary
      applications, motions, answers, orders, reports and other
      legal papers;

   e. appear in Court to represent and protect the interests of
      the Debtor and its estate; and

   f. perform all other legal services for the Debtor which may
      be necessary and proper in this Chapter 11 proceeding.

Pepper Hamilton's professional hourly rates are:

      Professional         Designation      Billing Rate
      ------------         -----------      ------------
      Barry Abelson        Partner          $595 per hour
      David Stratton       Partner          $490 per hour
      Lisa Jacobs          Partner          $450 per hour
      J. Gregg Miller      Partner          $440 per hour
      David Fournier       Partner          $440 per hour
      Bruce Fenton         Partner          $425 per hour
      Matthew Adler        Partner          $390 per hour
      Linda Casey          Associate        $295 per hour
      William Firth        Associate        $220 per hour
      Anne Marie Aaronson  Associate        $275 per hour
      Judith Matour        Legal Assistant  $150 per hour
      Beverly Seidner      Legal Assistant  $ 95 per hour

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.


NORTHWEST AIRLINES: Fitch Affirms Sr. Unsecured Debt Rating at B
----------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured debt rating of
Northwest Airlines, Inc. at 'B'. The Rating Outlook for Northwest
remains 'Negative'.

The 'B' rating reflects Northwest's highly levered balance sheet,
continuing losses in a period of prolonged industry revenue
underperformance, and high jet fuel costs, as well as heavy fixed
financing obligations that must be funded through improved
operating cash flow generation over the next few years. In
particular, Northwest faces significant scheduled debt maturities
and large cash contributions to its defined benefit pension plans.

Although Northwest's credit profile remains weak, Fitch's
affirmation of the rating during a period of persistently poor
legacy carrier operating performance reflects growing confidence
that a new round of collective bargaining agreements with
unionized employee groups can be negotiated over the next several
months. This would provide Northwest with an opportunity to drive
its cost per available seat mile below levels now being reported
by legacy carrier competitors American and Continental. Recently
reported movement in bargaining between management and the Air
Line Pilots Association suggests that a competitive pilot contract
could be ratified by this fall. Negotiations with ground
employees, represented by the International Association of
Machinists and Aerospace Workers are also continuing. The ALPA
contract has been amendable since the summer of 2003 and the IAM
agreement has been open since late 2002.

Northwest's credit position is supported by better revenue
fundamentals than those seen by the other network carriers.
Passenger unit revenue increased by 12% year-over-year in the
first quarter, outpacing the rest of the industry by a comfortable
margin. The unit revenue improvement derived not only from strong
load factors but also from better pricing. Passenger yields
improved by 7% in the first quarter, in part reflecting
Northwest's discipline in adding back scheduled capacity more
slowly than the rest of the industry. The carrier's unit revenue
premium to the rest of the industry widened year over year,
reflecting more limited exposure to rapidly growing low-cost
carriers in the Heartland markets where Northwest maintains a
strong unit revenue position. Strengthening demand patterns in
trans-Pacific, trans-Atlantic, and cargo markets have also
supported Northwest's relatively strong unit revenue performance.

Future unit labor cost reductions tied to lower pay rates and
improved productivity, coupled with Northwest's more competitive
nonlabor cost position and revenue per CASM premium to the
industry, should put the carrier in a position to return to
profitability, even after factoring in persistently high jet fuel
costs and weak industry pricing. Capital expenditures should peak
at $1.7 billion in 2004, driven by the delivery of 10 Airbus A330
widebody aircraft and 38 Bombardier regional jets this year. Firm
financing commitments are already in place for these and other
scheduled aircraft deliveries. Following the completion of the
mainline fleet modernization program, capital commitments should
be reduced significantly in 2005 and 2006. Fitch estimates that
2005 capital expenditures will total approximately $800 million.
Fitch therefore believes that new labor deals will make a return
to positive free cash flow possibly as early as 2005. This would
put Northwest in a position to fund heavy debt and capital lease
maturities without undermining its relatively strong liquidity
position.

The retention of the Negative Outlook reflects the risk that
still-higher fuel costs and/or external demand shocks could
further undermine Northwest's operating performance in 2004 and
2005. Should talks with the unions stall or if the fuel price
situation worsens materially by year-end, a change in the rating
could result.

Liquidity remains a source of relative credit strength given the
airline industry's ongoing exposure to external demand and fuel
price shocks. A March 31 unrestricted cash balance of $2.9 billion
allowed Northwest to retain the strongest ratio of unrestricted
cash to revenues among the U.S. network carriers. The strong cash
balance was supported by asset sales completed in 2003. An IPO of
Northwest's Pinnacle regional airline unit provided liquidity for
Northwest's defined benefit pension plans, which were funded in
part during 2003 through a contribution of Pinnacle stock.

A solid liquidity buffer will remain critical in light of the cash
flow pressures that Northwest faces in 2005 and 2006. Excluding
Northwest's $975 million secured credit facility, which matures in
September 2005, the airline must fund approximately $515 million
in maturing debt and capital leases next year. Maturities for 2006
total $802 million. The secured credit facility, collateralized by
Northwest's Pacific route authorities and a number of older
generation aircraft and engines, may be refinanced. This would
reduce liquidity concerns significantly in 2005, particularly if
new labor deals are in place.

Northwest's defined benefit pension plans remain substantially
underfunded. The gap between pension plan assets and the projected
benefit obligation stood at $3.75 billion as of Dec. 31, 2003.
This liability must ultimately be funded through required cash
payments, but near-term pension contributions for 2004 and 2005
have been largely deferred as a result of changes enacted by
Congress through the Pension Funding Equity Act, passed in April.
An increase in the applicable discount rate used to calculate
pension liabilities, together with an allowed deferral of so-
called deficit reduction contribution payments, has made it
possible for Northwest and the other U.S. legacy carriers to scale
back required funding levels this year and next. Management has
noted that cash funding in 2004 will total approximately $255
million, well below the $450 million pension expense number
reported on the income statement. Fitch expects 2005 required cash
contributions to be in the range of $400 million to $500 million.
Substantially higher cash funding levels could drain operating
cash flow in 2006 and beyond if plan asset returns fall short of
assumed levels or if an extension of discount rate relief is not
passed by Congress after the current two-year legislative relief
period ends in early 2006.

Besides the risk of slow progress on the labor front, Northwest
and the entire U.S. industry face a high level of fuel price risk
this year that could undermine operating results further,
offsetting some of the expected revenue improvement. Through
April, Northwest had 28% of expected second quarter fuel exposure
hedged via option collars. The company has stated that its full-
year average fuel price forecast lies between $0.95 and $1.05 per
gallon of jet fuel. A $0.10 change in the price of jet fuel
impacts Northwest's annual mainline fuel expense by approximately
$170 million.


NYACK HOSPITAL: Fitch Affirms B+ Rating on $19.8MM Revenue Bonds
----------------------------------------------------------------
Fitch has affirmed the 'B+' rating on the approximately
$19.8 million Dormitory Authority of the State of New York
hospital revenue bonds, series 1996. The Rating Outlook is Stable.

The 'B+' rating affirmation is supported by Nyack Hospital's  
stabilized operating performance, enhanced relationship with New
York-Presbyterian Healthcare System, and low days in accounts
receivable. In fiscal 2003, Nyack posted an operating surplus of
$360,000, its first gain from operations since fiscal 1998.
Nyack's net income of $5.3 million in 2003 includes $3.9 million
of nonrecurring revenues related to prior bad debt and charity
care payments and appealed settlements of Medicare cost reports,
which resulted in adequate maximum annual debt service coverage of
2.2 times. From 2001-2003, Nyack demonstrated year-over-year
operating improvement under a new management team after 2000's
operating loss of $32.2 million in 2000, which was largely due to
a six-month nurses' strike. Through the five months ended May 31,
2003, Nyack posted near break-even operations.

The operating improvement from 2001-2003 was driven by several
initiatives, which realized over $7 million in revenue
enhancements, namely, an updated charge master, renegotiated
managed care contracts, and revised billing practices. Although
inpatient discharges declined in 2003, Nyack's net patient revenue
increased 6.8%, largely due to such initiatives. Nyack plans to
enter a more formal relationship with NYPHS, which may improve
physician recruitment; expand service lines; and enable Nyack to
contract with NYPHS for purchasing, information systems, and
managed care support, as well as other administrative services.
Fitch believes this enhanced affiliation will improve Nyack's
clinical reputation. Nyack's revenue cycle management continues to
improve, as evidenced by a low 49.3 days in accounts receivable at
Dec. 31, 2003, a decrease from 60.9 days in 2000.

Ongoing credit concerns are Nyack's weak liquidity position,
future capital needs, the nationwide nursing shortage, and
negative inpatient utilization trends in recent years. Nyack's
liquidity position has eroded significantly due to prior operating
losses. At Dec. 31, 2003, Nyack's $3.1 million of unrestricted
cash and investments represented a very low 9.1 days cash on hand
and 12.4% of outstanding debt, declining from $7.5 million at Dec.
31, 2002, which follows an increase from $2.4 million at Dec. 31,
2001. In 2002, the increase in unrestricted cash was supported by
improved cash flow from operations. The decline in 2003 resulted
from a $14.7 million reduction in liabilities, including Medicare
and other third-party payors ($8.2 million), accrued salaries and
related withholdings ($2.8 million), and a net reduction of long-
term debt and leases payable ($2.5 million), among others.
Deferred capital replacement and routine maintenance needs that
have grown due to turnaround priorities are a primary concern.
From 2000-2003, capital expenditures as a percentage of
depreciation expense averaged a low 43.8%, leading to Nyack's high
average age of plant of 17.2 years at Dec. 31, 2003. Due to
Nyack's difficulty with nurse recruitment, agency nurse expense
increased $1.9 million in 2003. Nevertheless, Fitch views
favorably Nyack's current three-year contract with its nurses
union, which mitigates any salary pressures over the medium term.
From 2001-2003, inpatient discharges decreased 5.6% to 15,298 but
have increased through the five months ended May 31, 2004,
compared with the same period in 2003.

The Stable Outlook reflects Fitch's belief that Nyack's return to
profitable operations is sustainable and will be supported by its
enhanced relationship with NYPHS. Fitch expects Nyack to slowly
grow its liquidity position from improved cash flow; however, this
growth may be hindered by the funding of capital expenditures over
the near-to-medium term. Due to significant future capital needs,
continued operational improvement is imperative, as Nyack has very
limited financial flexibility.

Nyack is a 375-bed staffed hospital located in Nyack, New York,
approximately 25 miles north of New York City. Nyack had total
operating revenue of $139 million in fiscal 2003. Nyack covenants
to supply bondholders with annual information only, which is
viewed very negatively by Fitch. However, disclosure to Fitch and
bondholders has been timely and thorough, including a recent
investor conference.


OHIO CASUALTY: S&P Rates $200 Mil. Senior Unsecured Debt at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior debt
rating to Ohio Casualty Corp.'s (NASDAQ:OCAS; BB/Stable/--)
$200 million senior unsecured 7.3% 10-year notes due June 15,
2014.

At the same time, Standard & Poor's affirmed its 'BBB'
counterparty credit and financial strength ratings on American
Fire & Casualty Co., Ohio Casualty Insurance Co., Ohio Security
Insurance Co., and West American Insurance Co., which make up the
Ohio Casualty Insurance Co. Intercompany Pool.

In addition, Standard & Poor's affirmed its 'BB' counterparty
credit and senior debt ratings and its preliminary 'B+'
subordinated debt and 'B' preferred stock ratings on Ohio Casualty
Corp., OCIP's parent holding company.

The outlook is stable.

"Standard & Poor's expects that the net proceeds of the offering
will be used primarily to repay a portion of the $201.25 million
5% convertible notes due March 19, 2022, which the company has the
option to redeem after March 23, 2005, in whole or in part,"
explained Standard & Poor's credit analyst Donovan Fraser. "As
such, the company's debt-to-capital and GAAP interest coverage
ratios of 13.8% and 12.8x, respectively, as of March 31, 2004, are
not expected to be materially affected by the transaction."

The ratings affirmation reflects senior management's continued
implementation of its strategic plan as demonstrated by improving
capitalization, an increasing focus on cost containment, and
significantly improved, yet industry trailing, operating
performance. Offsetting these improvements is the company's lack
of consistent underwriting and bottom line profitability. Standard
& Poor's expects that management will continue to make steady
progress toward underwriting profitability by maintaining expense
and combined ratios of 33.5% and 103%, respectively, or better for
full-year 2004.


OMNI FACILITY: Has Until August 9 to File Bankruptcy Schedules
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
gave omni Facility Services, Inc., and its debtor-affiliates more
time to file their schedules of assets and liabilities, statements
of financial affairs and lists of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until August 9, 2004, to prepare and deliver these
financial disclosure documents.

Headquartered in South Plainfield, New Jersey, Omni Facility
Services, Inc. -- http://www.omnifacility.com/-- provides  
architectural, janitorial, landscaping, and electrical services.
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at
Togut, Segal & Segal LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


OWENS CORNING: Asks Court to Extend Exclusive Solicitation Period
-----------------------------------------------------------------
The Owens Corning Debtors ask the Court to further extend their
Exclusive Solicitation Period through and including December 31,
2004, to permit adequate time to complete the necessary procedures
to gain approval by the U.S. District Court for the District of
Delaware of their amended Disclosure Statement and solicit
acceptances of the Amended Plan.

Norman L. Pernick, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, explains that the developments in the Debtors' Chapter
11 cases, beyond the control of the Debtors or the other Plan
Proponents but largely within the control of the Bank Debt
Holders and the Official Committee of Unsecured Creditors,
impacted the timing of the Bankruptcy Court's final approval of
the Disclosure Statement and the voting procedures that will
govern the solicitation of acceptances or rejections of the Plan.  
These developments include the Petition for Writ of Mandamus
filed in the U.S. Court of Appeals for the Third Circuit, seeking
the recusal of Judge Wolin.

In light of the stay imposed by the Third Circuit and the
District Court, and despite the conditional approval of the
Disclosure Statement by the Bankruptcy Court, the District Court
has been prohibited from taking any actions in the Debtors'
asbestos cases to move them towards confirmation for the last six
months.  The Third Circuit later recused Judge Wolin and
appointed Judge John Fullam of the U.S. District Court for the
Eastern District of Pennsylvania to handle the Debtors' cases.

Judge Fullam held a status conference on June 10, 2004 to hear
the parties' views regarding the overall status of the bankruptcy
case and the issues that are pending before the District Court.  
However, no other proceedings have taken place before the
District Court.  Although the parties indicated their consent to
a briefing schedule on substantive consolidation, Judge Fullam
did not formally set a briefing schedule or indicate when he
would rule on the merits, or whether the ruling will be a
prerequisite to a plan confirmation hearing or a part of the
confirmation hearing.  The timing of proceedings related to
asbestos claims valuation is also unclear.

The Debtors believe that it is only fair to give Judge Fullam an
opportunity to familiarize himself with the case and the
confirmation-related issues over which he will preside, without
prejudice to the Debtors, the Asbestos Creditors Committee, the
Futures Representative or the Designated Members.

During the stay of proceedings before Judge Wolin, the Debtors
continued to negotiate with the Designated Members of the
Unsecured Creditors Committee representing Owens Corning's
prepetition bondholders and trade creditors.  On June 7, 2004,
the Debtors reached an agreement between the Designated Members,
the Asbestos Creditors Committee, the Futures Representative, and
the Debtors regarding the terms of a reorganization plan.  The
Bondholders Agreement is the culmination of many months of good
faith, arm's-length negotiations, and represents what the Debtors
believe is a fair and reasonable compromise among the parties
involved.  Mr. Pernick notes that the Disclosure Statement and
Plan must be modified to reflect changes necessitated by the
Bondholders Agreement, as well as to reflect the developments in
the Debtors' cases during the period in which the Mandamus
Petition was pending and the District Court was unable to act on
pending matters.

According to Mr. Pernick, there can be no doubt that the Debtors
demonstrated their good-faith progress towards proposing a
successful plan.  The Debtors' management pursued a consistent
effort over the past three and one half years to bring the
Debtors' massive cases to a resolution.  Despite recent delays
caused by their cases' complexity, the difficult issues inherent
in all asbestos bankruptcies and other events beyond their
control, the Debtors persevered and progress in their cases has
been dramatic.

Mr. Pernick asserts that a six-month extension is necessary to
allow the Debtors, the Asbestos Creditors Committee, the Futures
Representative, and the Designated Members the opportunity to
modify the Disclosure Statement, Plan, and Voting Procedures, and
to allow the District Court the opportunity to proceed with
pending matters and provide further guidance on how the plan
confirmation will proceed.

Mr. Pernick assures the Court that the Debtors' request is not a
negotiation tactic, but is merely a reflection of the facts and
unique procedural status of their Chapter 11 cases.  Moreover,
none of the Debtors' creditors will be unduly prejudiced by the
extension.  With the exception of the Bank Debt Holders, the
Debtors' bankruptcy cases are now consensual among the major
creditor constituencies.

The Court will convene a hearing on July 19, 2004 to consider the
Debtors' request.  By application of Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the United States
Bankruptcy Court for the District of Delaware, the Debtors'
Exclusive Solicitation Deadline is automatically extended through
the conclusion of that hearing.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).  
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
78; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


P-COM INC: Raises About $3 Million Additional Working Capital
-------------------------------------------------------------
P-Com, Inc. (OTCBB: PCOM), a worldwide provider of broadband
wireless access products and services to carriers, commercial
enterprises and government agencies, announced that it has raised
approximately $2.3 million in equity based financing through a
special offer made to existing holders of P-Com common stock
purchase warrants. When combined with cash proceeds received from
the restructuring of its Italian operations announced on June 15,
2004, P-Com has raised approximately $3.0 million in additional
working capital.

"The completion of the offer to holders of its outstanding
warrants achieved several important objectives -- enabling P-Com
to raise working capital while decreasing the number of fully-
diluted shares outstanding, reducing the number of outstanding
convertible securities, and further streamlining the company's
capital structure," said P-Com General Counsel and Acting CFO Dan
Rumsey. "This transaction also further strengthens our balance
sheet and enables P-Com to fully execute its 2004 operating plan."

Over the past two years, P-Com has executed a comprehensive
financial restructuring that eliminated a substantial portion of
its debt, substantially cut operating expenses and refocused its
operations. In April, P-Com reported its fourth consecutive
quarter of increased revenue and anticipates that this trend will
continue for the second quarter ending June 30, 2004.

                  About P-Com, Inc.

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

                     *   *   *

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

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

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

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


PARMALAT AUSTRALIA: Reports 2003 Operating Performance
------------------------------------------------------
Parmalat Pacific Holdings Pty Ltd., the holding company of
Parmalat Australia, lodged its statutory audited accounts for the
year ended December 31, 2003 with the Australian Securities
Investment Commission.

While the holding company's overall result was impacted by one-off
extraordinary items caused by the insolvency of its parent entity
and 100% shareholder Parmalat Finanziaria SpA, the trading
performance of its primary operating company Parmalat Australia
improved significantly for the year.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) generated from the trading operations of the Parmalat
Australia Group rose 13% to $46.69 million [Australian domestic
operations $55.1 million, Asian operations ($8.4 million)].  
Earnings before interest and taxes (EBIT) increased by $5.8
million to $14.1 million after the significant goodwill
amortization of $13.6 million.

Net profit before tax and extraordinary items improved to
$9.2 million, up by $39.5 million over the previous year
benefiting from a $31.7 million foreign exchange turnaround.  The
Parmalat Australia Group generated positive cash flows from
operating activities (after interest and tax) of $23 million.

Parmalat Australia Managing Director David Lord said the trading
result was driven by a strong performance across all of Parmalat
Australia's divisions including Pasteurized Milk, Flavored Milk
and Fresh Division (yogurts and desserts).

"The operating performance of Parmalat Australia in 2003 supports
our stance, and that of administrator Enrico Bondi, that this
company is a strong and viable business, with positive cash flow,
quality brands and established, solid markets," he said.

"In 2003 Australian domestic operations performed well with volume
gains in key market segments.  This combined with operating
efficiency gains contributed to a very encouraging result.

"However the domestic result was impacted by an $8.4 million loss
incurred by Parmalat's Asian operations in 2003."

Mr. Lord said despite the strong trading result, Parmalat Pacific
Holdings, Parmalat Australia and its subsidiaries incurred
significant provisioning losses as a consequence of the ultimate
parent entity Parmalat Finanziaria SpA being placed under
Extraordinary Administration in 2003.

"In light of the difficulties faced by our parent company, we
carefully examined any amounts that were owing to us by Parmalat
group companies, and as appropriate we have made provision for the
diminution in value of investments or loans receivable," he said.

"Specifically, we have fully provided for a $145 million bond
issued by Parmalat Finance Corporation BV, which is currently
under Extraordinary Administration, and also $43.9 million in
amounts owing by non Australian members of the Parmalat group."

Mr. Lord said that of the $43.9 million, $32.5 million had been
loaned to the global Parmalat group and the remaining
$11.5 million had been incurred during the establishment of
Parmalat's Asian operations (Thailand, Indonesia, Vietnam and a
regional headquarters).

"We have now sold Parmalat Thailand and are in the process of
winding down operations in Indonesia and Vietnam.  This will have
a significant positive impact on the operating results of Parmalat
Australia in 2004 and subsequent years as the demand for funding
of these businesses ceases," he said.

"By providing for these extraordinary one-off losses in the 2003
accounts we are able to start afresh in 2004 and beyond as a core
member of the restructured new Parmalat group."

Mr. Lord said Parmalat Australia's existing loan facilities with
Australian bankers would need to be renegotiated in early 2005,
and after the full restructuring plan of the Parmalat group is
approved.

"We are confident of securing the ongoing support of our banks,
especially given the stability that will be provided by the
pending global restructuring plan and the important role of the
Australian operations within the 'new Parmalat'," he said.

Mr. Lord said Parmalat Australia was already well placed to drive
the strategy for the restructured group as summarized in the
administrator's March 2004 outline restructure plan -- to position
Parmalat as a leading global player in the added-value foods
sector, with its core business in beverages (milk and fruit juice)
and milk related products that have a strong nutritional and
healthy lifestyle focus.

"Parmalat Australia's operations, market standing and brands are
already closely aligned to this desired positioning and our
divisions have made aggressive headways in 2003 to further our
strength in those areas," he said.

"We have achieved strong sales growth in the flavored milk segment
through expanded distribution of market-leading brands such as
IceBreak, Breaka and Rush," he said.

Our Fresh division recorded a solid result, led by the success of
our national Vaalia yogurt brand, which achieved double digit
volume growth for the year."

Mr. Lord said key brands such as REV, Skinny Milk, Trim and
PhysiCAL in Parmalat Australia's Pasteurized Milk Division all
added a valuable contribution to the company's bottom line.

He said the company would continue to pursue further initiatives
to build on its strong demonstrated performance in 2003.

"We remain positive about the outlook for Parmalat Australia in
2004 and beyond.  This trading result verifies the company's
viability as a strong and profitable business with the capacity
to meet financial forecasts and commitments," he said.

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


PARMALAT GROUP: Files Restructuring Plan With Industry Ministry
---------------------------------------------------------------
Extraordinary Commissioner      |  Il Commissario Straordinario
Dr. Enrico Bondi has filed      |  Dr. Enrico Bondi ha consegnato
with Dr. Antonio Marzano,       |  stamane al Ministro per le
the Minister for Production     |  Attivita Produttive
Activities, the Plan for the    |  Dr. Antonio Marzano il
restructuring of the companies  |  Programma di Ristrutturazione
of the Parmalat Group covered   |  delle Societa del Gruppo
by the proposed agreement with  |  Parmalat oggetto della
Creditors.                      |  Proposta di Concordato.

                 Overview and Summary of Plan

The Proposal of Composition with Creditors presented to the
Minister of Production Activities provides for the establishment
of a foundation to facilitate the implementation of the
Composition with Creditors.  The Foundation will create Assuntore
S.p.A. to manage the corporate assets and the equity investments
of 16 companies under Extraordinary Administration that will be
transferred to it.

Assuntore S.p.A. will assume obligations arising from the
Composition with Creditors and execute the Proposal of
Composition with Creditors.  As claims are allowed, Parmalat
creditors will receive their shares in Assuntore S.p.A. from the
Foundation.

Pursuant to the Proposal, preferential creditors will receive
full payment of their claims in cash.  Unsecured creditors will
receive their pro rate share of Assuntore S.p.A. stock.

The Proposal approved by the Minister and assumed by the
Assuntore S.p.A. will be filed with the Court of Parma.  
Creditors will then vote to accept or reject the Proposal.  If
rejected, creditors may force Parmalat to liquidate.

Brian Groom at the Financial Times reports that Dr. Marzano
declined to give the ratios to be used to swap debt for equity.  
Several news reports indicate that creditors could recover 20% to
30% of their claims.

Parmalat's industrial plan presented to creditors on June 4, 2004
forecasts that the company's full potential will be reached in
2007, with an expected total turnover of approximately
EUR4,100,000,000 and an EBITDA of approximately EUR490,000,000 --
EBITDA margin of approximately 12.1%.  Parmalat will retain core
operations in Italy, Canada, Australia, Africa, Spain, Venezuela,
Portugal, Colombia, Russia, Nicaragua, Romania and Cuba.  
Parmalat targets EUR3,977,000,000 in net sales and EUR437,000,000
in EBITDA in 2006.

A.T. Kearney reviewed the Industrial Plan.

Parmalat Commissioner, Dr. Enrico Bondi, expects the Industry
Ministry to approve the reorganization plan early in July.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PARMALAT GROUP: U.S. Debtors Modify Employee Severance Plan
-----------------------------------------------------------
Pursuant to Sections 363(b) and 105(a) of the Bankruptcy Code,
the Parmalat U.S. Debtors seek the Court's permission to adopt
their prepetition severance program along with certain
modifications.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, explains that the U.S. Debtors' Key Employment Retention
Plan approved by the Court in April 2004 covered seven vice
presidents, but did not cover any other employees.

According to Ms. Goldstein, the U.S. Debtors want to provide
severance program to their other non-union employees to ensure
the maintenance of a continuing, dedicated, and effective
workforce during the critical stages of their Chapter 11 cases
and the plan process.  The approval of the Amended Severance
Program will help ease concerns of the Debtors' employees
regarding job security in light of the uncertainty prevalent in
Chapter 11 cases, the Debtors' recent determination to reorganize
as a going concern, and a planned reduction in force.

                 U.S. Debtors' Employment Policy

All Employees who are not covered by a written employment
contract or collective bargaining agreement are employed by the
U.S. Debtors at-will.  Accordingly, the Debtors may unilaterally
terminate employment at any time, for any reason, with or without
cause or notice.  In addition, the Employees may terminate their
employment with the Debtors at any time for any reasons.  
Therefore, it is not uncommon for the Debtors to experience
Employee turnover for a myriad of reasons including resignations,
retirement, and involuntary terminations.

                  Prepetition Severance Program

To effectively manage Employee separations, the U.S. Debtors
established a severance program to:

   -- minimize the disruption of workflow;

   -- protect their assets; and

   -- provide support for any employee who is displaced due to
      business circumstances.

Ms. Goldstein relates that, generally, an Employee is eligible
for severance benefits under the Prepetition Severance Program if
the Employee's employment is permanently terminated by the U.S.
Debtors as a result of a reduction in the Debtors' workforce or
an elimination of the Employee's present job position.  To be
entitled to receive severance under the Prepetition Severance
Program, the Employee must be classified as a regular, full-time,
non-union employee.  Moreover, the Employee must be in good
standing with the Debtors and termination cannot be for cause,
retirement, or resignation before the offering of separation
benefits.  If the Employee meets the minimum requirements,
executes and returns a separation agreement providing for a
release of the Debtors, he or she is entitled, under the
Prepetition Severance Program, to these benefits based on years
of service with the Debtors:

     Years of Service          Benefits
     ----------------          --------
     Less than six months      No severance

     Between six months and    Two weeks severance
     less than one year

     One year and over         One week regular base salary for
                               each completed and continuous year
                               of service up to a maximum of
                               12 weeks regular base salary,
                               subject to a four-week minimum
                               regular base salary for any
                               eligible Separating Employee.

Based on this formula, the maximum estimated severance expense
related to the Prepetition Severance Program as of July 1, 2004
is $3,529,628.

                    Amended Severance Program

The Amended Severance Program will continue to provide severance
benefits to selected eligible Employees if their employment is
permanently terminated as a result of a reduction in the U.S.
Debtors' workforce or an elimination of the Employees' present
job position.  To be eligible for severance under the Amended
Severance Program, the Employee must be classified as regular,
full-time, and non-union.  Moreover, the Employee must be in good
standing with the Debtors and the termination cannot be for
cause, retirement, or resignation before the offering of
separation benefits.

Pursuant to the terms of the Amended Severance Program, if an
Employee meets the eligibility requirements, he or she is
entitled to severance payments at the sole discretion of the
Debtors based on years of service with the Debtors:

     Years of Service          Benefits
     ----------------          --------
     Less than one year        No severance

     Between one year and
     less than three years     Two weeks severance

     Three years and over      One week regular base salary for
                               each completed and continuous year
                               of service up to a maximum of
                               eight weeks regular base salary.

Based on this formula, the maximum estimated severance related to
the Amended Severance Program as of July 1, 2004 would be
$2,641,888.

In formulating the Amended Severance Program, the U.S. Debtors
were fully cognizant of the costs involved.  In addition, the
Debtors have made every effort to ensure that the goals of the
Program can be attained in an economic and reasonable fashion.  
The Debtors are confident that the Amended Severance Program will
achieve its intended result.

The U.S. Debtors assure the Court that the Amended Severance
Program is the most cost-effective manner in which to protect
against attrition and improve Employee morale.  The Program
reduces maximum costs by at least 25% and provides the Debtors
with the ability to effectively manage Employee separations by
deciding, in their sole discretion, when and to whom to provide
benefits.

Inasmuch as the Amended Severance Program is required to retain
Employees, who, in turn, are necessary for the reorganization of
the Debtors' estates, the U.S. Debtors note that the payment
rights of Employees under the Program are actual, necessary costs
and expenses of preserving the Debtors' estates, and, therefore,
should be accorded administrative priority under Section
503(b)(1)(a).

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


P.D.C. INNOVATIVE: Paul Smith Discloses 23% Equity Stake
--------------------------------------------------------
Paul Smith beneficially owns 12,612,218 shares of the common stock
of P.D.C. Innovative Industries, Inc.  The amount held represent
23% of the outstanding common stock of the Company.  Mr. Smith has
sole voting power over 1,112,218 shares, and shares voting power
over the remaining 11,500,000 shares.  He also holds dispositive
power over the same mix, i.e., sole dispositive power over
1,112,218 shares and shared dispositive power over the remaining
11,500,000 shares.
         
On May 5, 2004, Mr. Paul Smith transferred 11,500,000 shares of
common stock of P.D.C. Innovative Industries to Granite Equities,
LLC, an entity of which Mr. Smith is a 50% owner. Mr. Smith's wife
owns the remaining 50% of such entity.

                          *   *   *

As reported in the Troubled Company Reporter's April 12, 2004
edition, on February 13, 2004, P.D.C. Innovative Industries, Inc.
entered into a Plan of Reorganization and Merger Agreement with
P.D.C. Acquisition Corp., a wholly owned subsidiary of the
Company, Ragin' Ribs, Inc. (RRI) and its wholly owned subsidiary
Ragin' Ribs Franchise Corp.

As a direct result of the merger, the former shareholders of RRI
owned approximately 87% of the issued and outstanding shares of
common stock of the Company (including 225,000 shares of the
Company's common stock underlying warrants, but excluding shares
of the Company's common stock which may be acquired upon
conversion of 36,301 shares of the Company's Class A Preferred
Stock as follows: six months after their acquisition of the
Company's Class A Preferred Stock, holders thereof can convert, at
their option, to common stock of the Company based on a 50%
discount to the 30 day average closing price immediately prior to
the conversion date).

In connection with the merger, the officers and directors of RRI
have become the officers, in their same prior capacities, and
directors of the Company, the Bylaws as presently adopted will
continue as the bylaws of the Company and the officers and
directors of the Company pre-merger have resigned.

Immediately following the effective date of the merger,
February 16, 2004, the Company had 50,233,594 shares of common
stock issued and outstanding.

The company's September 30, 2003, balance sheet reports a  total
stockholders' deficiency of $1,348,264.


PEGASUS SATELLITE: Hires Miller Buckfire As Financial Advisor
-------------------------------------------------------------
The Pegasus Satellite Communications, Inc. Debtors seek the
Court's authority to employ Miller Buckfire Lewis Ying & Co., LLC,
as their financial advisor and investment banker.

Miller Buckfire commenced operations on July 16, 2002 as an
independent firm providing strategic and financial advisory
services in large-scale corporate restructuring transactions.  
Miller Buckfire is owned and controlled by Henry S. Miller,
Kenneth A. Buckfire, Martin F. Lewis, David Y. Ying, and by their
employees.  Currently, Miller Buckfire has 45 employees, many of
whom were employees of the financial restructuring group of
Dresdner Kleinwort Wasserstein, Inc., before July 16, 2002.

Miller Buckfire's professionals have extensive experience in
providing financial and investment banking services to
financially distressed companies and to creditors, equity holders
and other constituencies in reorganization proceedings and
complex financial restructurings, both in and out of Court.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, tells the Court that Miller Buckfire is familiar
with the Debtors' businesses and financial affairs.  Through its
prepetition activities, Miller Buckfire has worked closely with
the Debtors' senior management, financial staff, and other
professionals and has become acquainted with the Debtors'
financial restructuring needs.  Accordingly, Miller Buckfire has
developed significant relevant experience and expertise that will
assist it in providing effective and efficient services in the
Debtors' Chapter 11 cases.

As the Debtors' financial advisor and investment banker, Miller
Buckfire will:

   (a) familiarize itself with the Debtors' business, operations,
       properties, financial condition and prospects;

   (b) if the Debtors determine to undertake a restructuring,
       provide financial advice and assistance to the Debtors
       in developing and seeking approval of a restructuring
       plan, including participating in negotiations with
       entities or groups affected by the plan;

   (c) if the Debtors determine to undertake a sale, identify and
       negotiate with potential acquirors in connection with a
       sale, including preparation of sale memoranda and
       presentation materials;

   (d) if the Debtors determine to undertake a financing,
       identify and negotiate with potential investors in
       connection with a financing, including preparation of
       financing memorabilia and presentation materials; and

   (e) render other financial advisory services as may from time
       to time be agreed upon by the Debtors and Miller Buckfire.

For its services, the Debtors will pay Miller Buckfire:

   (a) a $175,000 monthly financial advisory fee;

   (b) if the Debtors consummate a Restructuring, an $11,250,000
       Restructuring Transaction Fee, contingent and payable at
       the consummation of a Restructuring;

   (c) if the Debtors consummate a Sale, a Sale Transaction Fee
       equal to the greater of:

          (1) $11,250,000; and

          (2) the sum of:

              * 0.75% of the Aggregate Consideration up to
                $1,500,000,000, plus

              * 0.50% of the Aggregate Consideration, if any, in
                excess of $1,500,000,000, which is contingent
                upon and payable at the consummation of the Sale;

   (d) if the Debtors undertake a Financing, financing fees equal
       to:

          (1) 1% of the gross proceeds of any indebtedness issued
              that is secured;

          (2) 2% of the gross proceeds of any indebtedness issued
              that is unsecured or subordinated;

          (3) 3% of the gross proceeds of any equity or equity-
              linked securities or obligations issued; and

          (4) with respect to any other securities or
              indebtedness issued, underwriting discounts,
              placement fees or other compensation as will be
              customary under the circumstances and mutually
              agreed by the Debtors and Miller Buckfire.

Furthermore, Mr. Keach relates that:

   -- 50% of the monthly advisory fees for the first 12 months of
      Miller Buckfire's engagement will be credited against any
      Restructuring Fee or Sale Transaction Fee;

   -- 50% of any financing fee payable to Miller Bucker in
      respect of a Financing consummated prior to the
      consummation of a Sale or Restructuring will be credited
      against any Restructuring Transaction Fee or Sale
      Transaction;

   -- 100% of any financing fee payable to Miller Buckfire in
      respect of a Financing consummated concurrently with any
      Restructuring or Sale will be credited against any
      Restructuring Transaction Fee or Sale Transaction Fee; and

   -- Miller Buckfire will not be entitled to receive any
      financing fees in respect of any Financing consummated
      after the consummation of a Sale or Restructuring in
      respect of which Miller Buckfire is entitled to receive a
      fee.

Miller Buckfire's professionals anticipated to render services to
the Debtors are:

                Name                     Position
                ----                     --------
                David Y. Ying            Managing Director
                Marc D. Puntus           Managing Director
                Lloyd A. Sprung          Principal
                James Lucania            Associate
                Shantanu Agrawal         Analyst

The Debtors paid Miller Buckfire $175,000 for fees and expenses
incurred during May 2004.  Before the Petition Date, the Debtors
paid $500,000 to Miller Buckfire as a retainer for its fees and
expenses.  The source of these payments was the Debtors' cash on
hand.

Marc D. Puntus, Managing Director at Miller Buckfire, assures
Judge Haines that the firm does not hold or represent any
interest adverse to the Debtors or their estates.  Miller
Buckfire is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

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)    


PIVOTAL SELF: Shareholders Ratify Phantom Fiber Acquisition
-----------------------------------------------------------
Pivotal Self-Service Technologies Inc. (OTCBB:PVSS) held its
Annual Meeting of Shareholders. At the meeting, the shareholders
ratified the acquisition of Phantom Fiber Corporation, including
the election of Jeffrey Halloran, Gordon Fowler, Graham Simmonds
and Stephen Gesner as directors of the Company at closing of the
acquisition, which is expected to occur on July 2, 2004. The
Company will change its name from Pivotal Self-Service
Technologies Inc. to Phantom Fiber Corporation. In addition, the
shareholders approved certain amendments to its stock option plan,
an increase in the number of common shares the Company is
authorized to issue and the shareholders ratified the appointment
of Mintz & Partners LLP as independent auditors for the Company.

John G. Simmonds and Brian Usher-Jones were elected as directors
to serve for a one year term or until closing of the Phantom Fiber
acquisition.

John Simmonds, current CEO of Pivotal Self Service Technologies
stated; "I'm extremely excited about the future with Phantom
Fiber. I am confident that Jeff Halloran and the management team
he has assembled will be successful in creating significant
shareholder value."

                   About Phantom Fiber Inc.

Phantom Fiber Inc., a wholly-owned subsidiary of Phantom Fiber
Corporation, is a market leader in wireless technology and mobile
solutions that empowers applications requiring high performance
functionality on today's mobile devices and wireless data
communication networks. Phantom Fiber's success is due to its
unique ability to deliver a rich client experience without
compromising on performance or security, please visit
http://www.phantomfiber.com/

        About Pivotal Self-Service Technologies Inc.

Pivotal Self-Service Technologies Inc., through its operating
division Pivotec, is a distributor and sales representative of
high quality electronic products. Pivotec is also preparing to
launch the distribution of various license-based products. Pivotal
through its wholly owned subsidiary Prime Battery Products Ltd.
has an exclusive agreement for the distribution of the Konnoc
brand of batteries and flashlights throughout North America.

                     *   *   *

As reported in the Troubled Company Reporter's May 3, 2004
edition, Pivotal Self-Service Technologies Inc.'s balance sheet
shows an accumulated deficit of $9,259,788. at December 31, 2003.  
As a result, Mintz & Partners, LLP in Toronto, the company's
auditing firm, says, "substantial doubt exists about the Company's
ability to continue to fund future operations using its existing
resources."


RCN CORPORATION: Releases Statement of Financial Affairs
--------------------------------------------------------
From January 1, 2004 to March 26, 2004, RCN Corporation did not
generate income from its business operations.  Anthony M. Horvat,
Chief Restructuring Officer of RCN Corp., relates that the Debtor
earned income from other sources:

                  Amount                 Date
                  ------               --------
                  $1,139               04/30/04
                   3,759               12/31/03
                   8,966               12/31/02

RCN is party to 50 lawsuits within the year immediately preceding
the Petition Date.  The lawsuits include:

   (a) A Personal Injury suit filed by American Home Assurance
       Company -- Paul Galletta -- with the Supreme Court of the
       State of New York - County of New York;

   (b) A Discrimination suit filed by ex-employee Angela
       Rankins with the Illinois Department of Human Rights;

   (c) A Property Damage suit filed by the Commonwealth Edison
       Company with the Circuit Court of Cook County, Illinois;

   (d) A Breach of Contract suit filed by James Monroe
       Condominium with the Superior Court of New Jersey - Law
       Division - Hudson County;

   (e) A Request for Carriage suit filed by Educational TV
       Corporation with the Federal Communications Commission;

   (f) A Gender and Age Discrimination suit filed by Marie
       DeWees and Pamela J. Pernot with the Superior Court
       of New Jersey Appellate Division;

   (g) A Breach of Fiduciary Duty filed by Mary Nell Douglas with
       Circuit Court of the Fourth Judicial Circuit - Fayette
       County, Illinois;

   (h) A Breach of Contract suit filed by Newport Associates
       Development Company with the Superior Court of New Jersey
       - Law Division - Hudson County;

   (i) An Overcharging of Telephone Rates suit filed by
       Sheldon Wernikoff with the Circuit Court of Cook County,
       Illinois - County Department, Chancery Division; and

   (j) A Discrimination suit filed ex-employee Voncile Marshall
       with the Pennsylvania Human Relations Commission.

RCN holds and controls Merrill Lynch Account 838-07E10.  RCN is
currently analyzing the account and believes the account balance
may contain amounts related to intercompany withholding of taxes
on stock options from certain subsidiaries that should be
credited back to those subsidiaries, as well as amounts related
to possible gains on the sale of the stock options.

Within the six years immediately preceding the Petition Date, RCN
owned 5% or more of the voting or equity securities in:

   Name                                      % of Ownership
   ----                                      --------------
   Brainstorm Networks, Inc.                      100
   Lancit Media Entertainment, Ltd.               100
   RCN Entertainment, Inc.                        100
   Hot Spots Productions, Inc.                    100
   ON TV, Inc.                                    100
   RCN Finance, LLC                               100
   RCN Financial Management, Inc.                 100
   RCN Internet Services, Inc.                    100
   RFM 2, LLC                                     100
   RLH Property Corporation                       100
   TEC Air, Inc.                                  100
   UNET Holding, Inc.                             100
   RCN Telecom Services of Illinois, LLC          100
   RCN Cable TV of Chicago, Inc.                  100
   21st Century Telecom Services, Inc.            100
   RCN Telecom Services, Inc.                     100
   RCN Telecom Services of Virginia, Inc.         100
   RCN Telecom Services of Philadelphia, Inc.     100
   RCN Telecom Services of Massachusetts, Inc.    100
   RCN-BecoCom, LLC                               100      profit/
                                                           loss,
                                                   99.99   voting
   RCN Telecom Services of Washington DC, Inc.     52      issued
                                                   96.4    voting
   RCN Telecom Services of Washington DC, Inc.     48      issued
                                                    3.6    voting
   Starpower Communications, LLC                   50      Joint
                                                           Venture
   Starpower Communications LLC                    50      Joint
                                                           Venture
   Megacable, S.A. de C.V.                         48.9276
   Megacable Telecomunicaciones, S.A. de C.V.      48.9276
   MCM Holding, S.A. de C.V.                       48.9276
   J2 Interactive, LLC                             23.5
   JuniorNet                                       ____

These companies directly or indirectly own, control, or hold 5%
or more of the voting or equity securities of RCN:

   Name                    Nature & Percentage of Stock Owned
   ----                    ----------------------------------
   HM4 RCN Partners        100% of Series A 7% Senior Convertible
                           Preferred Stock

   Level 3 Delaware        Approximately 21.79% of Class A Common
   Holdings, Inc.          Stock

   Red Basin LLC           Over 5% of Class A Common Stock

   Vulcan Ventures, Inc.   Approximately 83% of Series B 7%
                           Senior Convertible Preferred Stock

   Wells Fargo & Company   Approximately 17% of Series B 7%
                           Senior Convertible Preferred Stock

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)    


RTICA CORP: Taps Kingsdale Capital as Agent for Private Placement
-----------------------------------------------------------------
Rtica Corporation (RTN - TSX Venture) announces that the Company
intends to complete a private placement of 60,000,000 units of the
Company priced at $0.20 per Unit for gross proceeds of
$12,000,000. Kingsdale Capital Markets Inc. and Kingsdale Capital
Partners Inc., have been retained to act as agent in connection
with the private placement.

Each Unit shall consist of one common share of the Company and one
quarter of one common share purchase warrant, each whole common
share purchase warrant entitling the holder to purchase one
additional common share of the Company at a price of $0.30 on or
prior to the first anniversary of the closing of the Offering.

The Company has agreed to pay the Agents a commission of 7% of the
gross proceeds of the Offering, excluding those subscriptions
obtained from the "Presidents List", whereby the commission
payable to the Agents shall be 3%. The Agents shall also receive
broker warrants entitling the Agents to purchase common shares of
the Company in an amount equal to 10% of the number of Units sold
under the private placement at an exercise price of $0.20 per
share until the second anniversary of the closing of the Offering.

This Offering is being made concurrent with an offering of
$7,000,000 in secured term debt.

The proceeds of the Offering and the debt financing will be used
to establish a commercial size production facility in New
Brunswick for the Company's patented RTICA(R) insulation product
and to provide working capital for the new facility.

RTICA(R) brand insulation (www.rtica.com) is manufactured by a
proprietary technology that converts 100% recycled plastic (PET)
into a safe, clean, highly efficient insulation. It is initially
available to professional installation contractors as loose fill
for blown-in-place applications.

At February 29, 2004, Rtica Corporation's balance sheet shows a
total shareholders' deficit of C$4,515,672  compared to a deficit
of C$3,088,653 at May 31, 2003.


SAFETY-KLEEN: Names Frederick Florjancic as New CEO and President
-----------------------------------------------------------------
Safety-Kleen named Frederick C. Florjancic, Jr., of Lake Forest,
IL, as Chief Executive Officer and President of the Plano-based
company.

Safety-Kleen also announced that Ron Haddock of Dallas, TX, who
has served as lead outside director on the company's Board of
Directors since December 2003, was appointed Non-Executive
Chairman of the Board.

Haddock, 63, and Florjancic, 57, will fill roles previously held
by Ronald A. Rittenmeyer, who joined Safety-Kleen in August 2001
and led the company's successful reorganization and emergence from
Chapter 11 bankruptcy in December 2003. Rittenmeyer announced in
January 2004 that he planned to leave Safety- Kleen after the
Board of Directors found a replacement.

Haddock is currently Chairman and CEO of Prisma Energy of Houston,
TX. Additionally he serves on the Boards of Southwest Securities,
Adea Solutions, Alon Energy, an Israel-based energy company, and
Elektro, a Brazil-based power generation and distribution company,
and the restructured Board of Enron. Haddock is the former
President and CEO of FINA.

Florjancic joins Safety-Kleen from SPX Corp., of Charlotte, NC,
where he has served as President of that company's Specialty
Engineered Products Group since 2001, responsible for six
companies that manufacture industrial filters, hydraulics and
capital equipment. SPX is a global provider of technical products
and systems, industrial products and services, flow technology and
service solutions.

"I am truly excited about joining Safety-Kleen as the Company
enters the latest chapter of its long history," Florjancic said.
"I look forward to growing our customer base and further
solidifying Safety-Kleen's position as the best in the business."

Before working with SPX, Florjancic was President and CEO of
Office Innovations, Inc., a startup company providing office
supplies and services. Prior to SPX, he spent 15 years with
Brunswick Corp., beginning in 1985 as Vice President of Finance
and Treasurer. He later served as President and CEO of the
Brunswick Bowling & Billiards Corp, where he grew the division's
profitability five-fold. He returned to Brunswick's corporate
office in 1995 as Group President and CEO of the Indoor Recreation
Group, and also served as a Corporate Vice President.

Earlier in his career, Florjancic held positions with McGraw-
Edison, as Vice President and Treasurer, and with Continental
Illinois National Bank, as Vice President and manager of the
bank's Southwest Region.

Florjancic holds Bachelor of Science and MBA degrees from Indiana
University, and is a graduate of the Advanced Management Program
at Harvard University's Graduate School of Business. He is married
and has two grown children.

"Ron Rittenmeyer did an outstanding job reorganizing Safety-Kleen
under very difficult circumstances," said Ron Haddock, chairman of
Safety-Kleen's Board of Directors. "I am pleased we are now
transferring responsibility to Fred Florjancic, who, with his
strong background in both finance and operations, will provide the
long-term continuity, consistency and leadership necessary to
ensure the continued growth and success of Safety-Kleen."

                    About Safety-Kleen

Safety-Kleen is the leading parts cleaner, industrial waste
management and oil recycling and re-refining company in North
America, with approximately 5,000 employees serving hundreds of
thousands of customers in the United States, Canada and Puerto
Rico.


SALTON: Declares Dividend Distribution of Pref. Purchase Rights
---------------------------------------------------------------
The Board of Directors of Salton, Inc. (NYSE: SFP) announced the
adoption of a stockholder rights agreement and declared a dividend
distribution of one Preferred Share Purchase Right on each
outstanding share of Salton, Inc. common stock. The Rights are
designed to assure that all of Salton, Inc.'s stockholders receive
fair and equal treatment in the event of a proposed takeover of
the Company and to guard against partial tender offers, squeeze-
outs, open market accumulations and other abusive tactics to gain
control of Salton, Inc. without paying all stockholders a control
premium.

Each Right will entitle stockholders to buy one one-thousandth of
a share of a new series of junior participating preferred stock at
an exercise price of $45.00. The Rights will be exercisable only
if a person or group acquires beneficial ownership of 20% or more
of Salton, Inc.'s common stock or announces a tender offer the
consummation of which would result in beneficial ownership by a
person or group of 20% or more of the common stock. The
stockholder rights agreement provides certain exceptions,
including for a person or group who was the beneficial owner of
20% or more of the aggregate number of common shares of the
Company outstanding as of 5:00 p.m., New York time, on Monday,
June 28, 2004; however, if such person or group after that time,
(1) acquires beneficial ownership of an additional number of
Common Shares which exceeds 0.25% of the then-outstanding common
shares and (2) beneficially owns after such acquisition 20% or
more of the aggregate number of common shares then outstanding,
then the exception will no longer be applicable.

If a person or group acquires beneficial ownership of 20% or more
of Salton, Inc.'s outstanding common stock and the Rights become
exercisable, each Right will entitle its holder (other than such
person or members of such group) to purchase, at the Right's then-
current exercise price, a number of Salton, Inc.'s common shares
having a market value of twice the Right's exercise price. In
addition, if at any time after a person or group acquires
beneficial ownership of 20% or more of the Company's common stock
and the Rights become exercisable, the Company is acquired in a
merger or other business combination transaction, each Right will
entitle its holder to purchase, at a Right's then-current exercise
price, a number of the acquiring company's common shares having
market value at the time of twice the Right's exercise price.

Following the acquisition by a person or group of beneficial
ownership of 20% or more of the Company's common stock and the
Rights becoming exercisable and prior to an acquisition of 50% or
more of the common stock, the Board of Directors may exchange the
Rights (other than Rights owned by such person or group), in whole
or in part, at an exchange ratio of one share of common stock (or
one one-thousandth of a share of the new series of junior
participating preferred stock) per Right.

Prior to the Rights becoming exercisable as a result of an
acquisition by a person or group of beneficial ownership of 20% or
more of the Company's common stock, the Rights are redeemable for
one cent per Right at the option of the Board of Directors.

The Rights are intended to enable all Salton, Inc. stockholders to
realize the long-term value of their investment in the Company.
The Rights will not prevent a takeover, but should encourage
anyone seeking to acquire the Company to negotiate with the Board
prior to attempting a takeover.

The dividend distribution will be issued to stockholders of record
as of the close of business on July 9, 2004, and the Rights will
expire on June 28, 2014 unless earlier redeemed or exchanged. The
Rights distribution is not taxable to stockholders.

Details of the Rights distribution are contained in a letter which
is being mailed to the Company's stockholders.

                  About Salton, Inc.  

Salton, Inc. is a leading designer, marketer and distributor of  
branded, high quality small appliances, home decor and personal  
care products. Our product mix includes a broad range of small  
kitchen and home appliances, tabletop products, time products,  
lighting products, picture frames and personal care and wellness  
products. We sell our products under our portfolio of well  
recognized brand names such as Salton, George Foreman,  
Westinghouse(TM), Toastmaster, Melitta, Russell Hobbs, Farberware,  
Ingraham and Stiffel. The company believes its strong market  
position results from its well-known brand names, high quality and  
innovative products, strong relationships with customer base and  
focused outsourcing strategy.  

As reported in the Troubled Company Reporter's May 13, 2004  
edition, Standard & Poor's Ratings Services lowered its corporate  
credit rating on small appliance manufacturer Salton Inc. to  
'CCC+' from 'B', and lowered its senior secured bank loan rating  
on the company to 'B-' from 'B+'. Standard & Poor's also lowered  
its subordinated debt rating on Salton to 'CCC-' from 'CCC+'.  

The outlook is developing.

"The company's profitability is significantly below Standard &  
Poor's expectations," said Standard & Poor's credit analyst Martin  
S. Kounitz. "This, as well as liquidity concerns, led to the  
company's downgrade."


SOUND ON SOUND: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sound On Sound Recording, Inc.
        322 West 45th Street
        New York, New York 10036

Bankruptcy Case No.: 04-14402

Type of Business: The Debtor provides sound and video recording
                  services.

Chapter 11 Petition Date: June 28, 2004

Court: Southern District of New York (Manhattan)

Judge: Carter Beatty

Debtor's Counsel: Avrum J. Rosen, Esq.
                  Law Office of Avrum J. Rosen
                  38 New Street
                  Huntington, NY 11743
                  Tel: 631-423-8527
                  Fax: 631-423-4536

Total Assets: $2,066,608

Total Debts:  $1,153,008

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Equilease Financial Services, Inc.         $310,663
50 Washington Street, Suite 1211
South Norwalk, CT 06854

321 West 44th Street, LLC                  $256,148
C/O Williams USA Realty Services
380 Madison Avenue
New York, NY 10017

Advanta                                     $11,186

Full Scale Construction                     $10,000

Goliath Marketing                            $8,448

Dreamhire LLC                                $8,135

Jim Flynn Rentals                            $7,146

Christopher Whent                            $3,648

Oxford Health Plans                          $3,541

Bernstein & Drucker P.C.                     $3,347

Technical Comfort Corp.                      $1,540

Honeywell Finance                            $1,196

Coffee Distributing Corp.                    $1,066

Metropolitan Life (DA, CB)                   $1,058

Aetna US Healthcare                            $594

Metropolitan Life (DA2)                        $448

Bondy Piano                                    $400

Xerox Corporation                              $352

Unique Coffee Company                          $324

Hollywood Reporter                             $299


SOVEREIGN BANCORP: Fitch Rates $1 Billion Mixed-Shelf Offering
--------------------------------------------------------------
Fitch Ratings has assigned expected ratings to Sovereign Bancorp,
Inc.'s $1 billion mixed-shelf registration. Ratings are based on
the debt securities to be issued, as the registration enables SOV
to issue a series of secured and unsecured debt instruments, as
well as capital trust preferred stock. These ratings remain
consistent with current ratings. The current Rating Outlook for
SOV is Stable. The mixed shelf also allows for SOV to issue
preferred and common stock warrants, depository shares, stock-
purchase contracts, and stock-purchase units. Additionally, the
shelf allows for the aforementioned trusts to issue guarantees of
preferred securities of the trusts and certain back-up
obligations. A list of assigned ratings follows at the end of this
release.

SOV plans to use the proceeds from the shelf for general corporate
purposes, which may include, working capital, capital
expenditures, repayment of existing indebtedness, financing
possible future acquisitions, repurchasing shares of common stock,
and providing advances to or investments in Sovereign Bank and
other direct or indirect subsidiaries.

SOV's ratings are based on its consistent earnings, sound asset
quality, and solid liquidity. While in the midst of two
acquisitions, concerns regarding integration risk remain moderate
as SOV has demonstrated the ability to integrate past acquisitions
with limited disruption. Capital levels are adequate. Fitch would
view further increases in core capitalization levels from the
shelf favorably. However, significant additional financial
leverage could put downward pressure on the company's ratings.

                        Expected Ratings

         Sovereign Bancorp, Inc.

                    --Long-term senior 'BBB-';
                    --Subordinated 'BB+';

         Sovereign Capital Trust V

                    --Preferred stock 'BB'.

         Sovereign Capital Trust VI

                    --Preferred Stock 'BB'.


STRATUS SERVICES: Further Extends Exchange Offer to July 10, 2004
-----------------------------------------------------------------
Stratus Services Group, Inc., the SMARTSolutions(TM) Company (OTC
Bulletin Board: SERV), announced that it is extending the
expiration date of its exchange offer to the holders of its Series
E Preferred Stock from June 25, 2004 to July 10, 2004.

Holders of the Series E Preferred Stock are urged to read the
registration statement and other documents filed by Stratus with
the Securities and Exchange Commission in connection with the
exchange offer because they contain important information.  
Stockholders may obtain a free copy of these documents from
Stratus or at the SEC's website, http://www.sec.gov/

                  About the Company
   
Stratus is a national provider of business productivity consulting  
and staffing services through a network of twenty-seven offices in  
seven states. Through its SMARTSolutions(TM) technology, Stratus  
provides a structured program to monitor and reduce the cost of a  
customer's labor resources. Through its Stratus Technology  
Services, LLC joint venture, the Company provides a broad range of  
information technology staffing and project consulting.

As reported in the Troubled Company Reporter's March 25, 2004  
edition, at December 31, 2003, Stratus Services Group, Inc. had  
limited liquid resources. Current liabilities were $23,601,396 and  
current assets were $15,806,407.  The difference of $7,794,989 is  
a working capital deficit, which is primarily the result of losses  
incurred during the years ended September 30, 2003, 2002 and
2001. Current liabilities include a cash overdraft of $349,179,
which is represented by outstanding checks.  These conditions
raise substantial doubts about the Company's ability to continue
as a going concern.
  
The Company's continuation of existence is dependent upon the  
continued cooperation of its creditors, its ability to generate  
sufficient cash flow to meet its continuing obligations on a  
timely basis, to fund the operating and capital needs, and to  
obtain additional financing as may be necessary.


TITAN CORP: S&P Revises Outlook to Negative On Merger Termination
-----------------------------------------------------------------
Standard & Poor June 28

Standard & Poor's Ratings Services said that it revised its
CreditWatch listing on Titan Corp. to negative from developing,
following Lockheed Martin Corp.'s (BBB/Stable/A-2) decision to
terminate its $2.2 billion deal to acquire Titan
(BB-/Watch Neg/--).

The ratings on Titan were originally placed on CreditWatch with
positive implications on Sept. 16, 2003, following the announced
acquisition of Titan by Lockheed Martin. On March 9, 2004, the
CreditWatch listing was revised to developing, following the
announcement of a Justice Department probe into whether overseas
consultants for Titan Corp. made illegal payments to foreign
officials, which jeopardized the completion of its acquisition by
Lockheed Martin. Lockheed Martin imposed a June 25, 2004
deadline for Titan to enter into an agreement with the Justice
Department, which Titan was unable meet, leading to the
termination of the merger.


TRENWICK: Shareholders' Request for Official Committee Denied
-------------------------------------------------------------
Alexander R. Arpad asked the United States Bankruptcy Court for
the District of Delaware Court to direct the United States Trustee
to appoint a committee of equity security holders.  The Honorable
Mary F. Walrath denied the request.    

Mr. Arpad owns 70,000 common shares of Trenwick Group, Limited and
15,000 shares of preferred stock in LaSalle Re Holdings, Limited.  
Pursuant to the latest plan of reorganization, creditors are asked
to dismiss Trenwick America Corporation's claims against TGL and
LaSalle and allow the subsidiaries to be wound up by Bermuda
regulators.  Additionally, the plan ignored claims by TGL and
LaSalle equity holders.  Mr. Arpad argues that this increases the
conflict of interest between TAC creditors and TGL and LaSalle
equity shareholders.  TAC creditors are represented in these
proceedings and their interests are safeguarded by the Court.  By
contrast, TGL and LaSalle shareholders are unrepresented, but are
bound by the allocation of intercompany debts pursuant to any TAC
plan.  According to Mr. Arpad, an equity committee is necessary to
assure adequate representation of the equity security holders of
TGL.  

Mr. Arpad says that an equity committee is appropriate because the
subsidiaries are solvent.  TGL's most recent balance sheet shows
over $47,000,000 in shareholder's equity, with virtually no
goodwill or other intangibles.  LaSalle indicates over $35,000,000
in equity in its most recent operating report.

Mr. Arpad acknowledges that TGL and LaSalle's cases may be rightly
dismissed when the Plan is confirmed, but until then, equity
shareholders should be represented to ensure that the allocation
and priority of intercompany claims are fair.

                  Another Shareholder Chimes In

Clifford L. Zaretzky, Ph.D. and YB Shareholder Group, an informal
group TGL of equity holders, supports Mr. Arpad's request for an
equity committee.  Mr. Zaretzky owns 230,000 shares of TGL.  YB
Shareholder Group, an informal private group, collectively owns
approximately 12% of the common stock of TGL.  The group consists
of 23 individuals holding in excess of 5,000,000 shares of common
stock of TGI, representing approximately 14% of the common stock
of TGL.  Michael Zindler, Esq., at Teich, Groh, Frost & Zindler,
in Trenton, New Jersey, explains that since his clients stood to
receive a recovery, their interests must be protected.

                      The Debtors Object

Benjamin Hoch, Esq., at Dewey Ballantine, in New York City,
explains that the request in unfounded for three reasons:

First, TGL had only $500,000 in its bank account to fund the
administration of the chapter 11 cases.  The Debtors main assets
are holding companies in runoff, which cannot pay dividends to the
Debtors.  Therefore, the Debtors have no means to recoup funds
spent in chapter 11 administration.  Given that the Debtors are
insolvent, their scarce resources should not be used to fund an
equity committee.

Second, the Debtors do not intend to take any action that would
affect TGL common stock, TGL preferred stock or LSH preferred
stock.  All classes of equity are expected to survive under the
plan.  Moreover, the rights of the Bermuda Debtors' stockholders
are protected through the Bermuda Supreme Court proceedings and
their Joint Provisional Liquidators.  The Bermuda Liquidator's
role is to ensure that equity holders of TGL and LSH receive a
distribution, however unlikely, on account of their interests,
provided that claims with a higher priority are paid in full.

Third, Mr. Arpad misreads the latest financial statements.  TGL's
balance sheet did not disclose a $182,500,000 Letter of Credit as
a liability.  When this obligation is included, the Debtors are
clearly insolvent.  Additionally, since the latest financial
statements, the value of the investment portfolios declined
substantially.  Further, TGL and its consolidated group posted a
net loss of $53,341,000 for the six months ended June 30, 2003.

                    The Creditor's Committee

The Official Committee of Unsecured Creditors opposed the
formation of an equity committee.  Brendan L. Shannon, Esq., at
Young, Conaway, Stargatt & Taylor, says that the Debtors and the
Committee are doing everything in their power to maximize the
value of the estates.  However, the main sources of asset recovery
are tapped.  The Debtors' principal assets are shareholdings in
other insurance companies.  The insurance companies have ceased
underwriting activities and are in the process of running off
their liabilities under the supervision of government regulators.  
The companies do not have free access to their assets and cannot
pay dividends to the Debtors.  Given that the Debtors' estates are
nearly out of cash, there is no contemplated recovery for equity
and no cash available to fund an unnecessary committee that would
result in additional costs, potential delays and another layer of
professionals.  

                     The U.S. Trustee Is Heard

Roberta A. DeAngelis, Esq., the acting United States Trustee in
Wilmington, Delaware, says that Mr. Arpad is not entitled to ask
for the formation of an equity committee.  Neither Mr. Arpad nor
any other party in this dispute holds a common equity interest in
TAC.  TAC has no significant non-affiliated equity holders; it is
an indirect subsidiary of TGL.  Therefore, they are not entitled
to an equity committee in TAC's case.  At most, proponents could
seek an equity committee in the LaSalle Re and TGL cases.

Trenwick America Corporation, headquartered in Stamford,
Connecticut, is a holding company for operating insurance
companies in the U.S. The Company filed for chapter 11 protection
on August 20, 2003 (Bankr. Del. Case No. 03-12635).  Christopher
S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes and Benjamin Hoch, Esq., with Irena Goldstein, Esq., and
Carey D. Schreiber, Esq., at Dewey Ballantine LLP represent the
Debtors in their restructuring efforts.  As of June 30, 2003, the
Debtor listed approximate assets of $400,000,000 and debts of
$293,000,000.  On August 20, 2003, Trenwick Group, Ltd., and
LaSalle Re Holdings Limited also filed insolvency proceedings in
the Supreme Court of Bermuda.  On August 22, 2003, the Bermuda
Court granted an order appointing Michael Morrison and John
Wardrop, partners of KPMG in Bermuda and KPMG LLP in the United
Kingdom, respectfully, as Joint Provisional Liquidators in respect
of TGL and LaSalle. The Bermuda Court granted the JPLs the power
to oversee the continuation and reorganization of these companies'
businesses under the control of their boards of directors and
under the supervision of the U.S. Bankruptcy Court and the Bermuda
Court.


TRICO MARINE: Agrees to Provide GECC $1.7 Million in Cash Deposits
------------------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) announced that the
Company has reached an agreement with General Electric Capital
Corporation to provide $1.7 million in cash in lieu of letters of
credit to secure the payment and performance pursuant to its
master bareboat charter agreement with GECC dated September 30,
2002. The Company became obligated to provide the additional
security when, on March 11, 2004, the Company's S&P corporate
credit rating was downgraded below the B-level. Under the Master
Charter, the Company must provide letters of credit within 30 days
of receiving notice from GECC. However, due to the Company's
inability to provide the additional letters of credit in a timely
manner due to restrictions in other agreements, GECC agreed to
accept $1.7 million in cash deposits, plus forbearance fees. GECC
also agreed to forbear for six months from exercising its remedies
under cross- default provisions in the Master Charter related to
the Company's failure to pay interest due on its 8 7/8% senior
notes due 2012.

                 About Trico Marine Services

Trico provides a broad range of marine support services to the oil
and gas industry, primarily in the Gulf of Mexico, the North Sea,
Latin America, and West Africa. The services provided by the
Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities. Trico has principal offices in
Houma, Louisiana, and Houston, Texas. Please visit our website at
http://www.tricomarine.com/


TULLY'S COFFEE: Stockholders' Deficit Nears $5.5 Mil at March 28
----------------------------------------------------------------
Tully's Coffee Corporation announced on Monday, June 28, 2004,
that operating results for its fiscal year ended Sunday, March 28,
2004, were substantially improved from the fiscal year ended
Sunday, March 30, 2003. For fiscal 2004, Tully's had earnings
before interest, taxes, depreciation and amortization of
$1,741,000, which reflected an improvement of $3,987,000 compared
to the prior fiscal year. Operating losses for fiscal 2004 were
$1,920,000, which were improved by $4,744,000 (71.2 percent)
compared to last fiscal year. Total net sales for fiscal 2004 were
$50.8 million, unchanged from fiscal 2003.

Tully's also announced that it had reached agreement with its
lenders to extend its credit lines and convertible promissory note
to August 1, 2005.

For fiscal 2004, the retail division delivered operating income of
$2,344,000 as compared to the fiscal 2003 operating loss of
$22,000, a $2.4 million improvement. Comparable-store sales
increased by 3.0 percent for fiscal 2004.

The wholesale division, which sells Tully's branded coffees to
approximately 2,000 supermarkets (up from approximately 1,000
supermarkets at the end of fiscal 2003) and many leading food
service outlets, increased net sales by 12.9 percent for fiscal
2004. Wholesale division operating income decreased by 22.1
percent to $419,000 as the result of costs incurred for the growth
of the wholesale division.

Tully's also announced that it has renamed its "international
division" to be the "specialty division." In addition to the
ongoing international licensing and business activities, this
division now includes Tully's emerging U.S. licensing and
franchising business activities. As a complement to the primary
strategy of operating company-owned stores in the U.S., Tully's
licenses or franchises U.S. stores in markets and venues meeting
Tully's criteria, such as the franchised stores that recently
opened in the Seattle-Tacoma International Airport and the Bob
Hope Airport in Burbank, Calif.

The specialty division achieved operating income of $3,317,000, a
9.6 percent increase for fiscal 2004, reflecting the significant
growth of FOODX GLOBE, Tully's licensee in Japan.

Tully's fiscal 2004 net loss was $2,669,000 versus the $9,904,000
net loss in fiscal 2003 (which included a $3.0 million charge from
a change in accounting for goodwill), reflecting a $7.2 million
improvement.

Additional information about Tully's fiscal 2004 annual results is
contained in its annual report on Form 10-K that was filed with
the U.S. Securities and Exchange Commission Monday.

"I am very pleased with the financial results," said Tom O'Keefe,
founder of Tully's and chairman of the board of directors. "These
improved results are providing us with the foundation for an
increased emphasis on growth of the business for our 2005 fiscal
year."

"Our employees' continued focus on providing great service and
day-to-day execution of the basics, and our customers'
appreciation for our products, like the growing line of blended
beverages, gourmet shakes and ice cream, and our Tully's Limited
Reserve Series coffees are key contributors to the improvements in
our retail operating results and sales," said Peter Hoedemaker,
Tully's vice president of retail.

"I am particularly pleased that we continue to show period over
period improvement in our operating results and that we produced
$1,287,000 of cash flow from operations in fiscal 2004, which is
an improvement of $4.6 million from fiscal 2003," said Kristopher
Galvin, Tully's chief financial officer. "The improved operating
results from our business divisions, combined with a 20.1 percent
decrease in corporate and other expenses, all contributed to the
significant improvement in our operating results in fiscal 2004.
These results, combined with the renewal of our credit facilities,
provide Tully's a great starting point for the current year."

At March 28, 2004, Tully's Coffee Corporation's balance sheet
shows a stockholders' deficit of $5,454,000 compared to a deficit
of $3,189,000 at March 30, 2003.

Founded in 1992, Tully's Coffee Corporation is a leading specialty
coffee retailer, wholesaler and roaster. Tully's retail division
operates specialty retail stores in Washington, Oregon,
California, and Idaho, serving premium coffees from around the
world, along with other complementary products. The wholesale
division distributes Tully's fine coffees and related products
through offices, food service outlets and leading supermarkets
throughout the West. Tully's specialty division supports Tully's
licensees in Asia and the U.S. Tully's corporate headquarters and
roasting plant are located at 3100 Airport Way S., in Seattle. For
more information, call (800) 96-Tully or visit the Web site at
http://www.tullys.com/


TURNSTONE: Paying $500,000 to Digital Broadband's Creditor Panel
----------------------------------------------------------------
Turnstone Systems, Inc. (OTC Bulletin Board: TSTN) announced that
the United States Bankruptcy Court, District of Delaware, has
approved the stipulation of settlement between the Company and the
Official Committee of Unsecured Creditors of the Digital Broadband
Communications Bankruptcy. Pursuant to the terms of the
settlement, the Company will make a payment of $500,000 to the
Committee in the second quarter of 2004.

The Company also announced that its board of directors has
approved a liquidating cash distribution of $0.17 per common share
to stockholders of record on the Company's final record date,
which was December 4, 2003. The Company expects to make the
liquidating distribution on or about July 8, 2004. As of March 31,
2004, the Company reported net assets in liquidation of
approximately $11.6 million, or $0.18 per share. The Company may
make one or more future distributions to its stockholders. The
timing and amount of future distributions, if any, is dependent on
a number of factors, including the existence of unknown
liabilities or claims and unexpected or greater than expected
expenses.

As part of the wind-down process, Director John K. Peters will
resign from the Company's board of directors, effective June 30,
2004. Albert Y. Liu, General Counsel, Director of Human Resources
and Director, and Eric S. Yeaman, Chief Executive Officer, Chief
Financial Officer and Director, will each enter into a consulting
agreement with the Company, effective as of July 1, 2004, to
continue ongoing management of the Company's liquidation.

                 About Turnstone Systems

Turnstone is based in Santa Clara, California. For more
information about Turnstone, visit www.turnstone.com, email
info@turnstone.com or phone the toll-free number 877-8-COPPER.


UAL CORP: ATSB Denies Final Bid for $1.1 Billion Loan Guarantee
---------------------------------------------------------------
United Airlines issued this statement on ATSB's decision on loan
guarantee:

"The ATSB has informed us of their final decision not to provide a
loan guarantee. While we disagree with their decision, we are
gratified by the ATSB's public recognition of our progress and are
already moving forward to secure the exit financing we need to
take United out of bankruptcy. The message from the ATSB is that
we can get the exit financing we need on our own.

"Throughout this process, we have been in constant communication
with our lenders, and they continue to be tremendously supportive
of us. We expected that a significant portion of the exit
financing would be debt-based - with or without the ATSB
guarantee. That will continue to be the case, and we are now
holding discussions with our lenders and others to determine what
an appropriate overall capital structure might be. The discussions
we are having will enable us to fill that out, so we can continue
moving forward toward our exit from Chapter 11.

"The work we have done over the past 18 months has created a
solid, highly competitive business platform that we expect will
attract the capital necessary to exit.

"United's (OTC Bulletin Board: UALAQ) employees continue to
deliver excellent operating performance and the great service our
customers have come to expect. At the same time, there is still
more work to do given the highly competitive and evolving industry
environment. We will continue to take the actions necessary to
further reduce costs and improve revenue while remaining firmly
focused on providing a superior travel experience to all of our
customers."

The ATSB's letter denying United's third request reads:


            Air Transportation Stabilization Board
                1120 Vermont Avenue, Suite 970
                    Washington, D.C. 20005

                                      Michael Kestenbaum
                                      Executive Director

June 28, 2004

Mr. Frederic F. Brace
Executive Vice President
and Chief Financial Officer
United Air Lines, Inc.
1200 East Algonquin Road
Elk Grove Township, IL  60007

     Re: Request for Reconsideration

Dear Mr. Brace:

     We have received the materials submitted to the Air
Transportation Stabilization Board (the "Board") on June 22, 2004,
by United Air Lines, Inc. ("United").  In the materials, United
requests reconsideration by the Board of its June 17, 2004, denial
of United's application (the "Application") for a federal loan
guarantee under the Air Transportation Safety and System
Stabilization Act, Pub. L. No. 107-42, 115 Stat. 230 (the "Act")
and the regulations promulgated thereunder, 14 CFR Part 1300.

     All members of the Board and Board staff have carefully
considered the additional financial information recently provided
by United.  As noted in the June 17th decision, the Board
concluded that granting the loan guarantee is not a necessary part
of maintaining a safe, efficient, and viable commercial aviation
system in the United States, as required by the Act.  The Board
noted the positive steps the company has taken "since entering
bankruptcy in 2002 to lower its costs, strengthen its competitive
position, and improve its governance structure.  Moreover, the
Board believes that airline credit markets have been improving
since late 2001 and 2002, . increasing the likelihood of United
succeeding without a loan guarantee."

     After carefully considering the additional financial
information submitted as part of United's request for
reconsideration, the Board determined that this information does
not alter in a material manner the rationales underlying the
Board's June 17th decision.  Given these circumstances, all
members of the Board join in the decision to deny United's request
for reconsideration, and the Board's June 17th decision stands.  
The Board will not accept any further submissions from United with
respect to the Application.

                                      Sincerely,
                                         /s/
                                      Michael Kestenbaum

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


UAL CORPORATION: Watchdog Group Applauds ATSB's Final Decision
--------------------------------------------------------------
The Council for Citizens Against Government Waste (CCAGW)
celebrated a victory as the Air Transportation Stabilization Board
(ATSB) announced it will stick with its June 17 decision to refuse
a federal loan guarantee to United Airlines. United lowered its
guarantee request from $1.6 billion to $1.1 billion last week in a
third and final bid to secure federal backing for private loans.
All board members joined in the decision, reaffirming that the
company could probably obtain the private financing without a
federal loan guarantee, and that the company's struggle to emerge
from bankruptcy did not threaten the nation's aviation system. A
federal guarantee would have made taxpayers responsible to cover
the costs of the loan if the company defaulted.

"With all three federal agencies represented on the ATSB agreeing
to the decision, the board paid heed to expert testimony, adhered
to its fiduciary responsibility to taxpayers, and ensured
discipline in the airline industry," CCAGW President Tom Schatz
said. "A loan guarantee would have diminished the urgency in
correcting the problems that caused United's bankruptcy in the
first place."

As reported by the Associated Press on June 18, Henry H.
Harteveldt, vice president for travel research at Forrester
Research, blamed United's problems on "broader business issues"
not related to Sept. 11. According to the New York Times, United
Airlines' operating costs are the second highest in the industry
at 10.8 cents per seat per mile. Although the company reduced
costs by 7 percent from 2001 to 2003, it still lags behind its
competitors. Over the course of the last three years, United has
lost almost $10 billion, including more than $3 billion while
under bankruptcy protection during the last 16 months.

"United Airlines is clearly not ready for prime-time flying,"
Schatz continued. "If the application had won approval, and a
sound business plan never materialized, taxpayers would be left
holding an oversized carry-on bag."

In a May 19 report to the United States Bankruptcy Court for the
Northern District of Illinois Eastern Division, economist Daniel
Kasper stated, "Notwithstanding the progress the Company has made
over the past 18 months, United still needs to reduce its costs
wherever possible -- including its retiree health costs -- if it
hopes to compete successfully against both low cost and other full
service airlines for the long term."

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

"By denying United's application, the ATSB recognized concern for
taxpayers in a time of record federal budget deficits," Schatz
concluded. "It is time for United to leave the taxpayers' nest and
fly on its own. A loan guarantee is not a safety net -- it's a
safety hammock subsidized by taxpayers. It would have granted the
airline an unfair business advantage and might have encouraged
more risk-taking by the airline industry. Taxpayers and the
airlines are better off as a result of the ATSB's decision."

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

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


UAL CORP: Recruits American Airlines & Dell Execs For Key Roles
---------------------------------------------------------------
United Airlines (OTCBB: UALAQ.OB) announced the appointments of
two new executives and new responsibilities for two current
executives.

Dennis M. Cary has been named vice president-Revenue Management.  
Barry French will join the company as vice president-Corporate
Communications.  In addition, the company has announced new roles
for two current executives, Lynn Hughitt and Rick Wysong.  With
these changes, more than 90 percent of the company's officers are
new to the company or their positions in the last two years.

"The recruitment of top talent from other major companies, and
developing talent from within, is a testament to the work we are
doing to ensure United becomes a strong, competitive enterprise,"
said Glenn Tilton, chairman, president and chief executive
officer.  "Filling these key roles enhances United's ability to
focus on key areas: positioning and communicating United;
recognizing and rewarding employees; and lowering costs and
improving revenue."

As vice president-Corporate Communications, French will
manage United's corporate image and reputation, internal and
external communications, crisis management and creative services
function.  French comes to United from Dell, Inc. where he
currently holds the position of director-Public Affairs and
International Services.  In addition, French has held a wide
range of corporate and business unit positions at Dell, including
managing the corporate public relations function and leading
internal and external communications for the company's Americas
business unit.  French will assume his position at United in July
and will report to Rosemary Moore, senior vice president-
Corporate and Government Affairs.

As vice president-Revenue Management, Cary will oversee all
pricing and inventory management and will focus on maximizing
revenue, increasing efficiency and strengthening customer focus.  
He also will oversee Global Distribution System (GDS) management
and will be responsible for revenue forecasts, annual plans and
data analysis.  Cary assumes his position at United later in June
and will report to Greg Taylor, senior vice president-Planning.

Prior to joining United, Cary was president of AAdvantage(R)
Marketing Programs at American Airlines where he led a team
responsible for all aspects of American's frequent flyer program,
including loyalty strategy, promotions, member communications,
customer service and program partner acquisition and development.
Cary joined American in 1991 and has held various positions
within the airline's planning and marketing groups.

Cary replaces Rick Wysong, who will be vice president-Strategic
Planning and Budgets for United Services, the Maintenance and
Engineering division of United Airlines.  As United Services
undergoes a major reorganization to become a in-sourcing revenue
center for the airline, Wysong will be responsible for the
division's planning, budgeting accounting, project management and
automation planning.  He also will be in charge of lowering the
cost of inventory, developing financial statement tools for United
Services and overseeing outside vendor service management.  Wysong
will transition into his new position in July and will report to
Greg Hall, senior vice president-United Services.

In her new role as vice president-Compensation and Benefits,
Hughitt will be a key contributor to United's global human
resources strategy and have responsibility for designing and
implementing all of the company's compensation and benefits
programs worldwide.  The newly created position supports the
company's goal of developing leading-edge compensation and
benefits to attract, retain and motivate quality employees and to
create and drive the company's performance culture.  Hughitt will
assume her new role effective immediately and will continue to
act as Controller until her successor is named.  She will report
to Sara Fields, senior vice president-People.

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)   


VENTAS INC: S&P Upgrades Corporate Credit Rating to BB from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Ventas Inc., its operating partnership Ventas Realty
L.P., and Ventas Capital Corp. to 'BB' from 'BB-'. In addition,
ratings are raised on the company's senior unsecured debt, which
totals $366 million. Concurrently, the outlook is revised to
stable from positive.

"The upgrades acknowledge the company's steady improvement in both
its business and financial profiles," said Standard & Poor's
credit analyst George Skoufis. "Recent acquisitions have targeted
improving Ventas' diversification, foremost its concentration with
its primary tenant Kindred Healthcare Inc. Growing cash flow and
profits, and lower leverage have contributed to stronger debt
protection measures. Credit weaknesses remain, however, including
Ventas' continued reliance on un-rated Kindred, the risk of future
changes to government reimbursement, and constrained, but
improved, financial flexibility."

Above average property level coverage of Ventas rent, as well as
improved stability of its largest tenant, and steadily improving
diversification supports the company's cash flow and improved debt
protection measures. Standard & Poor's expects Ventas to pursue
and finance future growth in a similar prudent, leverage neutral,
manner as to preserve and gradually improve its financial profile.


VISTEON CORP: Appoints Michael Johnston as Chief Executive Officer
------------------------------------------------------------------
The Board of Directors of Visteon Corporation (NYSE: VC) announced
the appointment of Michael F. Johnston, 57, as chief executive
officer and president, effective July 1, 2004.  Peter J. Pestillo,
66, will continue as chairman of Visteon's Board of Directors
until May 11, 2005, the date of the company's next annual
shareholders meeting, when he plans to retire.

Johnston's move from president and chief operating officer to CEO
and president is in keeping with the succession plan established
when Johnston joined Visteon in 2000 and was subsequently elected
to the Board of Directors in April, 2002.  Pestillo has been
chairman and CEO of Visteon since January 1, 2000.

"Mike Johnston has demonstrated the leadership and vision to
elevate Visteon to the next level of performance expected of a
pre-eminent automotive supplier," said Pestillo.  "His intense
commitment to deliver results in terms of innovative products,
superior quality and financial performance will serve all our
stakeholders well.  As Mike assumes the CEO role, I look forward
to continuing our strong personal and professional relationship."
   
Johnston said, "I appreciate the support from the Visteon Board of
Directors and the continued confidence they have in me to take
this company forward.  Visteon has never been in a stronger
position than today to deliver value to our customers, employees
and shareholders because of the solid foundation developed under
Pete's leadership. I am pleased to have the opportunity to
continue working closely with Pete to continue building that
foundation for future success."

With nearly three decades of experience in the automotive supplier
and aerospace industries, Johnston has extensive expertise in
manufacturing, product development, sales and customer relations.  
He has established a strong track record of delivering on business
commitments and improving shareholder value.  Prior to joining
Visteon in September 2000, Johnston had been with Johnson
Controls, Inc. since 1989 and held leadership positions of
progressively increased responsibility.

Dearborn, Michigan-based Visteon Corporation is a leading full-
service supplier that delivers consumer-driven technology
solutions to automotive manufacturers worldwide and through
multiple channels within the global automotive aftermarket.  
Visteon has approximately 72,000 employees and a global delivery
system of more than 200 technical, manufacturing, sales and
service facilities located in 25 countries.

                         *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
senior unsecured rating to Visteon Corp.'s proposed $400 million
senior unsecured notes due 2014. At the same time, Standard &
Poor's affirmed its 'BB+' corporate credit rating on the Dearborn,
Michigan-based company, which has total debt of about $2 billion,
including securitized accounts receivable and capitalized
operating leases. Proceeds from the new debt issue will be used to
refinance existing debt and for general corporate purposes. The
rating outlook is stable.

"We expect Visteon to make gradual improvements to its competitive
position and financial profile, reaching a level consistent with
the ratings in the next few years," said Standard & Poor's credit
analyst Martin King. "Upside potential is limited by the company's
continued dependence on Ford Motor Co. and the cyclical and highly
competitive nature of the industry."


WILLOW MILL CAMPSITE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Willow Mill Campsite
        aka Adrian J. Banes
        aka Charlene C. Banes
        West 9621 Highway D
        P.O. Box 312
        Beaver Dam, Wisconsin 53916

Bankruptcy Case No.: 04-14698

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Adrian J. Banes and Charlene C. Banes      04-14696

Type of Business: The Debtor is a campsite at an old water-driven
                  flour mill, powered by a nearby 40-acre
                  spring-fed lake.  
                  See http://www.willowmillcampsite.com/

Chapter 11 Petition Date: June 28, 2004

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtors' Counsel: Wendy Alison Nora, Esq.
                  Access Legal Services
                  #209, 8530 Greenway Boulevard
                  Middleton, WI 53562
                  Tel: 608-833-7377
                  Fax: 608-833-1949

Estimated Assets: $1 Million to $10 Million

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

Debtors' 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
District Director-IRS                      $168,573

Wisconsin Department of Revenue                 $20


WOMEN FIRST: SkinMedica Wins Bid to Acquire VANIQA for $36.6 Mil.
-----------------------------------------------------------------
SkinMedica Inc., a specialty pharmaceutical company developing and
commercializing dermatology products, announced that it is the
winning bidder to acquire all U.S. rights and certain
international rights to VANIQA (eflornithine hydrochloride) Cream,
13.9%, from Women First HealthCare. The U.S. Bankruptcy Court for
the District of Delaware confirmed SkinMedica as the winning
bidder and approved the sale. The acquisition will be funded by a
combination of debt and private equity and is expected to close in
mid-July.

VANIQA is the only prescription pharmaceutical product approved by
the U.S. Food and Drug Administration (FDA) to slow the growth of
unwanted facial hair in women. The acquisition provides SkinMedica
with its second prescription product to be sold in the $7.8
billion prescription dermatology market in the U.S.

"This strategic acquisition allows us to grow our business by
strengthening SkinMedica's portfolio with a product to sell side-
by-side with EpiQuin Micro and leverage our dermatology
expertise," said Rex Bright, president and CEO of SkinMedica Inc.
"We're delighted to move forward with our plans to re-launch
VANIQA with our national sales force that is already calling on
top dermatologists to maximize the product's unrealized sales
potential."

SkinMedica will acquire VANIQA from Women First HealthCare for
$36.6 million. Under the terms of a new supply agreement, Bristol
Myers Squibb will continue to manufacture VANIQA for SkinMedica.

Gillette and Bristol Myers Squibb developed eflornithine for
inhibition of facial hair growth and obtained FDA approval in 2000
as a prescription product in the U.S. They launched the product,
then later concluded that the VANIQA business no longer fit the
strategic focus of the respective companies and sold the product
to Women First HealthCare in June 2002.

VANIQA is approved in 26 countries, including the European Union,
Canada and major Latin American countries. Shire Pharmaceuticals
Group plc holds exclusive sub-license rights to manufacture,
market and distribute VANIQA for the European Union and certain
other territories.

There are more than 41 million women in the U.S. with unwanted
facial hair. Unwanted facial hair can affect women of all ages,
races and ethnic backgrounds. The impact of this significant
condition extends beyond the need for regular tweezing, waxing or
depilatory applications. Many women who have unwanted facial hair
often report that the condition negatively impacts their lifestyle
and undermines their self-confidence.

      About VANIQA (eflornithine hydrochloride) Cream, 13.9%

VANIQA is indicated for the reduction of unwanted facial hair in
women and works by blocking an enzyme necessary for hair growth.
The product has been shown to retard the rate of hair growth in
non-clinical and clinical studies. VANIQA has only been studied on
the face and adjacent involved areas under the chin of affected
individuals. Usage should be limited to these areas of
involvement. In controlled trials, VANIQA provided clinically
meaningful and statistically significant improvement in the
reduction of facial hair growth around the lips and under the chin
for nearly 60% of women using VANIQA. VANIQA is not a hair remover
but complements other current methods of hair removal such as
electrolysis, shaving, depilatories, waxing and tweezing. The
patient should continue to use hair removal techniques as needed
in conjunction with VANIQA. Improvement in the condition may be
noticed within four to eight weeks of starting therapy. Continued
treatment may result in further improvement and is necessary to
maintain beneficial effects. The condition may return to pre-
treatment levels within eight weeks following discontinuation of
treatment. The most frequent adverse events related to treatment
with VANIQA were skin-related adverse events. For full prescribing
information, visit http://www.vaniqa.com/  

                      About SkinMedica

SkinMedica is a privately held specialty pharmaceutical company
marketing both prescription and cosmeceutical dermatology
products. SkinMedica's first prescription pharmaceutical product,
EpiQuin Micro (4% Hydroquinone) treats melasma and
postinflammatory hyperpigmentation. The company's full line of
cosmeceutical products, which is sold through physicians, includes
TNS Recovery Complex with NouriCel-MD to help improve the health
and appearance of aging skin. SkinMedica is based in Carlsbad,
Calif. For information, visit http://www.skinmedica.com/

                     About Women First

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


WORLDCOM INC: Bankruptcy Court Disbands Fee Review Committee
------------------------------------------------------------
Judge Gonzalez dissolves and disbands the WorldCom Fee and
Expense Review Committee in the Debtors' Chapter 11 cases, nunc
pro tunc to March 9, 2004.

The dissolution was brought about by the resignation of the
Official Committee of Unsecured Creditors' representative.  The
remaining two members of the Fee Review Committee believe that
they are unable to bridge this impasse.

"As a result of such impasse, the Fee Review Committee no longer
serves the purposes contemplated when the Court ordered the
formation of the Fee Review Committee", Judge Gonzalez said in an
Order.

The Fee Review Committee is an official committee appointed under
Section 1102 of the Bankruptcy Code.  The Committee was appointed
through a Court Order dated April 18, 2003.

Judge Gonzales further rules that the retentions of Foley &
Lardner, LLP, as counsel, and Legal Cost Control, Inc., as
automated fee and expense analyst, will be terminated nunc pro
tunc to March 9, 2004, except to the extent that additional
professional fees and expenses are incurred in connection with
the professionals' application for final compensation.  Foley &
Lardner and Legal Cost Control are required to file applications
for final compensation and reimbursement of expenses.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI-- http://www.worldcom.com-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


XTREME COMPANIES: Sells Fire-Rescue Jet Boat to Retail Market
-------------------------------------------------------------
Xtreme Companies, Inc. (OTC Bulletin Board: XTME) announced its
first ever sale of the FRJ-1250 Fire -Rescue Jet Boat to a retail
customer with waterfront property.

Xtreme Companies CEO Kevin Ryan stated, "Although the exact size
and scope of the waterfront residential community market is
difficult to ascertain, it is of a large enough magnitude for us
to justify dedicating marketing resources to. We see the direct to
retail market as a substantial opportunity for Xtreme as
homeowners within these waterfront communities recognize the need
for a rapid response emergency vessel." He added, "Additionally,
we are excited regarding the discussions we have had with
distributors nationwide who have expressed interest in carrying
our lines."

                About Xtreme Companies, Inc.

Xtreme Companies, Inc. is engaged in manufacturing and marketing
of mission-specific fire and rescue boats used in emergency,
surveillance and defense deployments. The boats have been marketed
and sold directly to fire and police departments, the U.S.
Military and coastal port authorities throughout the United
States. For additional information about Xtreme Companies, Inc.
please visit http://www.xtremecos.com/The Company's public  
financial information and filings can be viewed at
http://www.sec.gov/

At March 31,2004, Xtreme Companies' balance sheet shows a
stockholders' deficit of $643,474 compared to a deficit of
$739,249 at December 31, 2003.


* Commercial Credit Counseling Services Expands Office
------------------------------------------------------
Commercial Credit Counseling Services, Inc. (CCC), a Business Debt
Restructuring firm, announced that it has signed a lease that will
more than double their current office space in Paramus, New
Jersey. According to CCC's Marketing Director, Charles Evans, "Our
growth reflects the need for an alternative to bankruptcy for
small business. Less than two years ago we took 16,000 square feet
and we are already moving to 34,000 square feet. I expect we will
have close to 200 employees by year's end."

CCC helps small to mid-sized businesses whose debt is mounting due
to lagging sales, undercapitalization or slow receivables. The
company negotiates with creditors and only settles within a budget
that is typically 2-3 percent of the total debt per month. As an
alternative to bankruptcy, CCC's Debt Restructuring Program gives
financially distressed businesses a chance for survival.

Jerry Silberman, CEO of Commercial Credit Counseling Services,
says, "We feel very comfortable making this investment in
employees and space. We are developing more referral partners
every day and our unique service is now becoming recognized as a
viable alternative to closing their doors." Silberman believes the
market for CCC's services is 20-30 times larger than its current
sales volume.

Established in 1998, Commercial Credit Counseling has 101
employees and manages debts for 1500 small and medium-sized
businesses.


* Sheppard Mullin Welcomes Donna Jones' Expertise in San Diego
--------------------------------------------------------------
Donna Jones has joined Sheppard, Mullin, Richter & Hampton LLP as
special counsel in its Real Estate/Land Use & Natural
Resources/Environmental practice group in San Diego. Jones, most
recently with Latham & Watkins in San Diego, has extensive
experience in all aspects of land use and entitlements, including
environmental law, municipal law and project development.

Jones provides a comprehensive approach to large scale development
projects, representing developers of master plan communities in
California Environmental Quality Act (CEQA) issues, local
permitting issues, habitat and wetlands issues, municipal law and
governmental finance issues associated with new project
development or redevelopment. Her work includes counseling,
advice, lobbying and presentations during staff and administrative
proceedings leading to governmental agency compliance with CEQA,
National Environmental Policy Act, wetlands, endangered species
and local rules and policies, and litigation to defend or
challenge such actions.

Significant projects Jones has represented include Black Mountain
Ranch, Santaluz, Sycamore Landfill, Sempra Energy, the La Jolla
YMCA, Fanita Ranch, Otay Landfill, Rancho Guejito, The San Diego
Padres' Ballpark and Ancillary Development, The Headlands Reserve,
San Elijo Ranch, Cal Peak, and Handlery Hotels, Inc. Additionally,
she was appointed by the San Diego City Council to be the Land Use
Expert on the City of San Diego's Wetland Advisory Board.

Robert Sbardellati, managing partner of the San Diego office,
said, "Donna is a talented attorney with a great deal of
experience in land use and environmental law and we are excited to
have her join us. She brings added expertise to an office and
practice area that continues to grow."

Commented Jones, "Sheppard Mullin has an excellent reputation
throughout the legal and business communities. I was particularly
attracted to the depth of the local as well as the state-wide real
estate and land use practice, and believe it is an excellent fit
for my San Diego land use clients."

Jones received her law degree from University of Texas in 1990
with High Honors. She was named Grand Chancellor, the highest
academic honor given at the law school, and was a member of the
Order of the Coif. She served for several years as co-chair of the
Environmental Law/Land Use Law Section Committee of the San Diego
County Bar Association, and she continues to serve on the Board of
Directors of the San Diego Downtown Partnership. In addition,
Jones serves as Vice-Chair of the San Diego Regional Chamber of
Commerce Legal Committee.

        About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin is a national law firm with more than 400
attorneys and eight offices in Los Angeles, San Francisco, Orange
County, San Diego, Santa Barbara, Century City, Del Mar Heights,
and Washington, D.C. The full-service firm provides legal
expertise and counsel for U.S. and international clients in a wide
range of practice areas, including Corporate; Entertainment and
Media; Finance; Government Contracts; Intellectual Property; Labor
and Employment; Litigation; Real Estate/Land Use; and Tax, Trusts
and Estate Planning. The firm was founded in 1927. For more
information, please visit http://www.sheppardmullin.com/


* White House Names Lexecon Director to Antitrust Commission
------------------------------------------------------------
Lexecon, one of the leading economic consulting firms in the U.S.,
announced that Dennis Carlton, senior managing director at the
company and Professor of Economics at the Graduate School of
Business at the University of Chicago, has been named by President
George W. Bush to serve on the Antitrust Modernization Commission.
Lexecon is owned by FTI Consulting, Inc. (NYSE: FCN) company.

The Antitrust Modernization Commission is a 12-member bipartisan
commission created by Congress to evaluate the current operation
of the nation's antitrust laws and enforcement and determine
whether there is a need to modernize U. S. antitrust laws, and if
so, what types of changes should be considered. The Commission is
to solicit the views of "all parties concerned with the operation
of the antitrust laws," identify and study issues, and report to
Congress and the President within three years after the
Commission's first meeting. This is the first antitrust commission
established by Congress since 1938.

"The review of U.S. competitive policy is critical and I regard it
as an extraordinary honor to be appointed to the Commission," said
Professor Carlton. "I look forward to working closely with my
fellow appointees to review and debate all sides of the antitrust
issues involved, and provide beneficial recommendations to
Congress and the President."

Professor Carlton has written widely on antitrust issues and is
the co-author of Modern Industrial Organization, the leading
textbook on industrial organization. He has been involved in a
wide variety of major antitrust and merger matters involving
computers, telecommunications, airlines, higher education and
other industries. Professor Carlton has served as a consultant to
the Department of Justice and the Federal Trade Commission on
antitrust matters including The Merger Guidelines. Professor
Carlton is also the co-editor of the Journal of Law and Economics.

                  About Lexecon

Lexecon is one of the leading economic consulting firms in the
United States. Its clients include major law firms and the Fortune
1000 corporations that they represent. Lexecon's services involve
the application of economic, financial and public policy
principles to marketplace issues in a large variety of industries.
Lexecon's professionals specialize in expert witness testimony,
economic analyses, and other litigation-related services in
adversarial proceedings. Lexecon is on the Internet at
http://www.lexecon.com/

               About FTI Consulting

FTI is the premier provider of corporate finance/restructuring,
forensic and litigation consulting, and economic consulting.
Strategically located in 24 of the major US cities and London, it
employs over 1,000 professionals consisting of numerous PHDs,
MBAs, CPAs, CIRAs and CFEs who are committed to delivering the
highest level of service to our clients. These clients include the
world's largest corporations, financial institutions and law firms
in matters involving financial and operational improvement and
major litigation. FTI is on the Internet at
http://www.fticonsulting.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
                  Contact: 1-800-726-2524; 903-592-5168;
dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

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

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

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

                          *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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