TCR_Public/040701.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 1, 2004, Vol. 8, No. 133

                           Headlines

360NETWORKS: Committee Sues to Recover $1,097,155 from NKF Kabel
ADELPHIA: Agrees to Settle Southern England, et al., Admin. Claims
AGILENT TECHNOLOGIES: Forms Java Community with Sun Microsystems
AIR CANADA: CTM Wants To Submit New Evidence To Support Claim
ALLEGHENY ENERGY: David Benson Retiring as President on July 11

ALLSCRIPTS HEALTHCARE: Prices $75MM Convertible Sr. Debt Offering
BEAR STEARNS: Fitch Rates 2004-ESA $150MM Class K Notes at BB+
BRAVO FOODS: Ability to Continue as a Going Concern is in Doubt
BROADLEAF CAPITAL: Appoints Jason Landess as Independent Counsel
CABLETEL COMMS: Plans to Sell Remaining Assets to Dynaflex Inc.

CELERITY SYSTEMS: Strained Liquidity Triggers Going Concern Doubts
CENCOTECH INC: Half-Year Loss Narrows to $651,005
CIRTRAN CORPORATION: Receives Additional Orders for U.S. Navy
CREDIT SUISSE: S&P Ups Low-B & Junk Ratings on 3 1997-C1 Classes
CRESCENT REAL: Repositions Company to Increase Shareholder Value

COVANTA: Wants to Extend Exclusive Period to File Plan to Oct 19
CWMBS MORTGAGE: Fitch Assigns Low-B Ratings To Classes B-3 & B-4
DATALOGIC INT'L: Secures $3 Million Financing From Laurus Funds
DB COMPANIES: Appoints BSI as Claims and Noticing Agent
DOLLAR GENERAL: Opens 7,000th Store in Clovis, New Mexico, Today

DOMAN INDUSTRIES: Warrant Exercise Period to Expire on July 19
E.DIGITAL CORP: Reports $1.77M Stockholders' Deficit at March 31
EMERGENCY FILTRATION: Plans to Raise Capital to Sustain Operations
ENRON: Durrel, et al., Asks Court To Lift Stay To Effect Set-Off
ENRON MAURITIUS: Objects To Maharashtra Power's $12,850,000 Claim

ENRON NORTH AMERICA: Objects To Enron Teesside's GBP10.7 Mil Claim
EXIDE TECHNOLOGIES: Fiscal Year 2004 Net Loss Drops to $114 Mil.
FALCON PRODUCTS: NYSE Accepts Plan for Continued Listing
FARMLAND IND: Trustee Makes Initial Distribution to Creditors
FEDERAL-MOGUL: Carter Fuel Facility Passes TS 16949 Audit

FIBERMARK: Hale and Dorr Continues as Special Counsel
FIRST FRANKLIN: Fitch Assigns Low-B Ratings to Classes B-1 & B-2
FLEMING COMPANIES: Agrees To Resolve Disputes With Wisconsin DWD
GE CAPITAL: Fitch Takes Rating Actions On Various Equity Issues
GENTEK INC: Angelo Gordon Acquires 1,240 Shares Of Common Stock

GLOBALNET INTERNATIONAL: Case Summary & 20 Unsecured Creditors
HAYNES INTERNATIONAL: Court Approves Disclosure Statement
HEADLINE MEDIA: Equity Deficit Nears $9 Million at May 31, 2004
HEALTH ZONE NATURAL: Case Summary & Largest Unsecured Creditors
HEWETT'S ISLAND: Fitch Rates $7M Class E Subordinated Notes At BB

HIH INSURANCE LIMITED: Section 304 Petition Summary
HOLLINGER INC: Appoints Adrian M.S. White as Interim CFO
J/Z CBO LLC: S&P Places Junk Ratings on CreditWatch Positive
JILLIAN'S: Wants to Hire Carl Marks as Management Consultant
KAISER GROUP: Sets July 31 as Preferred Stock Redemption Date

KBR: Halliburton Takes Additional $200MM Loss on Barracuda Project
LASERSIGHT INC: Issuing 10 Million New Common Shares
LIFESTREAM TECH: Addresses Shareholder Concern on Trading Activity
LINREAL CORP: Section 341(a) Meeting Slated for July 19
LUCENT TECHNOLOGIES: Brent Greene to Act as VP -- Govt. Relations

MACH ONE: S&P Withdraws Ratings On 3 Classes After Redemption
MIRANT CORPORATION: Taps PennEnergy as Turbine Marketer & Broker
MOONEY AEROSPACE: US Trustee to Meet with Creditors on July 19
MORGAN STANLEY: Fitch Assigns Low-B Ratings on 6 2004-RR2 Classes
N-STAR REAL ESTATE: S&P Assigns BB Prelim Rating to Class D Notes

NORTEL NETWORKS: Flextronics To Acquire Supply Chain Operations
ORBIT BRANDS: Creditors File Involuntary Chapter 11 Petition
ORBIT BRANDS CORPORATION: Involuntary Case Summary
OWENS CORNING: Asks Court to Approve Capital Settlement Agreement
PARMALAT: U.S. Debtors Want Court To Ratify Oak Tree Co-Pack Deal

PARMALAT GROUP: U.S. Debtors Employing Keen Realty As Consultant
PEGASUS SATELLITE: Wants to Retain Kekst & Co. As Consultant
PG&E CORPORATION: Adopts Shareholder Rights Plan Policy
PIVOTAL SELF-SERVICE: Going Concern Viability is in Doubt
PMA CAPITAL: S&P Places 'CC' Credit Rating On CreditWatch Positive

PROVECTUS PHARMACEUTICALS: Needs More Funds to Support Operations
PRUDENTIAL SECURITIES: S&P Affirms Low-B Ratings on 4 Classes
RESIDENTIAL ACCREDIT: Fitch Rates Classes B-1 & B-2 at BB/B
ROANOKE TECH: Reiterates Recent 10QSB Profitability Projection
ROANOKE TECHNOLOGY: June 2004 Sales Increase by 33 Percent

SEITEL INC: Prices 11-3/4% Senior Note Private Offering
SIX FLAGS: Extends 9-5/8% Senior Note Exchange Offer to July 15
SK GLOBAL AMERICA: Files Chapter 11 Liquidating Plan
SOUTHERN STAMPING: Voluntary Chapter 11 Case Summary
SPECTAGUARD ACQUISITION: S&P Affirms B+ Corporate Credit Rating

STATEN ISLAND SUPPLY: Case Summary & Largest Unsecured Creditors
STELCO INC: Relocates Corporate Offices in Hamilton
STOLT-NIELSEN: Secures $150 Million Credit Facility
TOUCHSTONE RESOURCES: Forms Subsidiary for Blue Star Joint Venture
TULARIK: Stockholders to Discuss Amgen Acquisition on August 12

UPC DISTRIBUTION: S&P Assigns 'B' Bank Loan Rating
WEIRTON: Disclosure Statement Hearing Set for July 12
WOLFLIN OIL LLC: Case Summary & 20 Largest Unsecured Creditors
WORLDCOM: 2nd Cir. Denies Calpers et al's Appeal On Remand Motions

                           *********

360NETWORKS: Committee Sues to Recover $1,097,155 from NKF Kabel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors, on 360networks
inc.'s behalf, seeks:

    (a) the avoidance, recovery and turnover of preferential
        transfers totaling at least $1,097,155 that the Debtors
        made to NKF Kabel B.V. on or within 90 days before the
        Petition Date; and

    (b) in the alternative, the avoidance, recovery and turnover
        of fraudulent transfers totaling at least $1,097,155
        that the Debtors made to NKF during the one year prior to
        the Petition Date.

According to Norman N. Kinel, Esq., at Sidley Austin Brown
& Wood, LLP, in New York, on March 26, 2002, the Debtors demanded
NKF to return the Transfers.  But NKF refused.

Mr. Kinel points out that:

   (a) each of the Transfers was made to NKF for or on account
       of an antecedent debt the Debtors owed before each
       Transfer was made;

   (b) NKF was a creditor at the time of the Transfers;

   (c) the Transfers were made while the Debtors were insolvent;
       and

   (d) by reason of the Transfers, NKF 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

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

Moreover, Mr. Kinel informs Judge Gropper that on or within one
year before the Petition Date, the Debtors made fraudulent
transfers to or for NKF's benefit.

On March 26, 2002, the Debtors made a written demand for NKF to
return the Fraudulent Transfers.  But NKF didn't heed the demand.

Mr. Kinel asserts that:

   (a) the Debtors received less than a reasonable equivalent
       value in exchange for the Fraudulent Transfers;

   (b) upon information and belief, any consideration or value
       for the Fraudulent Transfers was received by the Debtors'
       affiliate;

   (c) at the time of the transfers, the Debtors were insolvent;
       and

   (d) NKF was the original transferee of the Fraudulent
       Transfers pursuant to Section 550(a)(1) of the Bankruptcy
       Code.

Accordingly, the Committee asks the Court to:

   (a) declare, pursuant to Section 547 of the Bankruptcy Code,
       that the Transfers be and are avoided;

   (b) pursuant to Section 547 of the Bankruptcy Code, declare
       that NKF pay to the Debtors $1,097,155, representing the
       amount it owed, plus interest from the date of the
       Debtors' Demand Letter as permitted by law;

   (c) pursuant to Section 550 of the Bankruptcy Code, declare
       that NKF pay to the Debtors at least $1,097,155,
       representing the amount it owed, plus interest from the
       date of the Demand Letter as permitted by law;

   (d) in the alternative, pursuant to Section 548 of the
       Bankruptcy Code, declare that the Fraudulent Transfers be
       and are avoided;

   (e) in the alternative, declare that NKF pay at least
       $1,097,155, representing the amount it owed, plus
       interest from the date of the Debtors' written Demand
       Letter for the return of the amount;

   (f) provide, pursuant to Section 502(d) of the Bankruptcy
       Code, that any and all NKF claims against the Debtors be
       disallowed until it repays in full the amount of the
       Transfers or, in the alternative, the Fraudulent
       Transfers, plus all applicable interest; and

   (g) award to the Committee and the Debtors 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)


ADELPHIA: Agrees to Settle Southern England, et al., Admin. Claims
------------------------------------------------------------------
Adelphia Business Solutions, Inc. disputed the grounds for and the
amount of Southern New England Telephone Company and SNET
Diversified Group, Inc.'s $486,380 administrative claim.
Negotiations culminated in a Stipulation providing that:

   (1) ABIZ will pay SNET Diversified $219,500 cash within 20
       days after the Court's approval of the Stipulation;

   (2) Southern New England's and SNET Diversified's prepetition
       claims for $537,584 are allowed; and

   (3) The parties exchange mutual releases.

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc., now known as TelCove -- http://www.adelphia-
abs.com/ -- is a leading provider of facilities-based integrated
communications services to businesses, governmental customers,
educational end users and other communications services providers
throughout the United States.  The Company filed for Chapter 11
protection on March March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-
11389) and emerged under a chapter 11 plan on April 7, 2004.
Harvey R. Miller, Esq., Judy G.Z. Liu, Esq., Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $ 2,126,334,000 in assets and $1,654,343,000 in debts.
(Adelphia Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AGILENT TECHNOLOGIES: Forms Java Community with Sun Microsystems
----------------------------------------------------------------
Business Wire / June 28

Agilent Technologies Inc. (NYSE:A) and Sun Microsystems Inc.
(Nasdaq:SUNW) announced the formation of the Java Distributed Data
Acquisition and Control (JDDAC) java.net community. It is the
first open-source forum for development of Java(TM) applications
and libraries for wide-area distributed sensors and controls. Sun
Microsystems is the developer of the Java technology platform.

JDDAC's objective is to share information and encourage
development of Java applications for industrial control, building
automation, industrial security, utilities management, robotics,
mobile communications, and distributed sensor and control
networks. The community can be accessed at
http://www.community.java.net/jddac/

JDDAC will create the first Java implementations of technologies
for distributed sensors and actuators based on the IEEE 1451 and
IEEE 1588 standards supported by the National Institute of
Standards and Technologies. Agilent Laboratories, which is the
central research organization of Agilent Technologies, is
conducting extensive research on distributed wide-area sensor
networks using wireless networking built on these standards.

"Agilent Labs is committed to promulgating standards that make it
easier for a variety of companies and developers to share common
technologies in this area, which will help new applications reach
the market faster," said Jay Warrior, manager of Distributed
Systems Research at Agilent Labs. "Key missing pieces for sensor
networks are middleware and software infrastructures. Making this
infrastructure widely available will stimulate application
development around the standards. By working with Sun and Java, we
can share work that has already been done and accelerate the
development of the missing pieces."

Distributed acquisition and control covers a broad range of
topics. At its core, it involves gathering and analyzing
information, making decisions based on that analysis and causing
an action to occur. This requires a network of sensors and
actuators governed by a controlling application. Together these
pieces are referred to as a "transducer network." This concept has
been available for decades under various names.

"Sun is committed to open standards for the development of Java-
based distributed sensors and controls," said Patric Chang,
Director of Industries and Partners Engineering of Sun
Microsystems. "Most of today's implementation environments are
proprietary or embedded within closed frameworks. Sun, through the
Java Community Process and java.net, is promoting the open
development and sharing of key technologies in this space. We are
optimistic that the JDDAC effort will result in beneficial sensor
network applications."

                    About java.net

Java.net is the premier Web-based open community created to
facilitate Java technology collaboration in applied areas of
technology and industrial solutions. It is a central gathering
place for Java technology enthusiasts and existing communities
across industries, platforms and interest groups. The goal is to
expand the Java technology portfolio of applications, tools and
services by promoting conversation and collaboration around
development of practical applications across industry groups.

                About Sun Microsystems

Since its inception in 1982, a singular vision -- "The Network is
the Computer" -- has propelled Sun Microsystems Inc. (Nasdaq:SUNW)
to its position as a leading provider of industrial-strength
hardware, software and services that make the Net work. Sun can be
found in more than 100 countries and on the Web at
http://www.sun.com/

               About Agilent Laboratories

Based in Palo Alto, Calif., Agilent Laboratories draws on the
talents of more than 300 researchers and support staff. It
conducts applied research in communications, electronics, the life
sciences and measurement; fundamental research in bioscience,
fiber optics, materials, microelectronics, micromechanical systems
and optoelectronics; and basic research. Agilent Labs is focused
on driving growth and profit for the company's businesses through
technology innovation. Information about Agilent Laboratories is
available at http://www.labs.agilent.com/

              About Agilent Technologies

Agilent Technologies Inc. (NYSE:A) is a global technology leader
in communications, electronics, life sciences and chemical
analysis. The company's 28,000 employees serve customers in more
than 110 countries. Agilent had net revenue of $6.1 billion in
fiscal year 2003. Information about Agilent is available on the
Web at http://www.agilent.com/

                       *   *   *

As reported in the Troubled Company Reporter's May 27, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Palo  Alto, California-based Agilent Technologies Inc. to positive
from negative. The 'BB' corporate credit and senior unsecured debt
ratings were affirmed. The outlook revision reflects a
strengthening operating profile, as evidenced by significant
improvements in profitability and a return to revenue growth in
recent quarters, combined with a liquid balance sheet.

"Agilent has sharply improved its profitability over the past
three quarters following an extended period of losses. A
continuation of current operating performance could result in a
higher rating within a few quarters," said Standard & Poor's
credit analyst Joshua Davis.

The ratings on Agilent continue to reflect volatility in
profitability resulting from a three-year downturn in overall
operating performance and challenges in gearing the company's cost
structure to the reduced revenue levels. This partially is offset
by a broad and diverse business profile, entrenched positions in
test and measurement and other segments, and relatively strong
balance sheet liquidity. Agilent serves the communications,
electronics, and life science markets with test, measurement, and
other instruments, and also makes semiconductor products.


AIR CANADA: CTM Wants To Submit New Evidence To Support Claim
-------------------------------------------------------------
Corporate Travel Management CTM, Inc., provides consulting
services to commercial air carriers to assist them in their
dealings with the ministries and agencies of the Government of
Canada, which regulate the commercial aviation industry.  In
1989, CTM entered into an agreement with Egypt Air under which
CTM agreed to represent and assist Egypt Air in relation to its
attempts to obtain landing rights at Pearson Airport in Toronto,
Ontario.  Pursuant to agreement, Egypt Air would pay substantial
commissions to CTM if Egypt Air's Landing Rights were granted.

The granting of landing rights comes under the domain of the
Ministry of Foreign Affairs.  The established practice of the
Canadian Government at the time, and to date, was to grant
landing rights on condition that Air Canada:

      (i) as national carrier, recommended that the rights be
          granted; and

     (ii) as a condition precedent, had reached a commercial air
          agreement with the foreign airlines seeking landing
          rights.

Early in 1990, as CTM was negotiating with Air Canada on behalf
of Egypt Air, Air Canada approached CTM and asked that CTM
represent Air Canada and assist in obtaining from the Government
the required authorization for Air Canada to fly to Japan.  To
avoid any potential conflict arising from CTM's representation of
Air Canada while representing Egypt Air, CTM informed Air Canada
that it could not represent Air Canada in obtaining authorization
as a carrier to Japan unless a commercial air agreement could be
reached with Egypt Air and its Landing Rights secured.

Air Canada, accordingly, entered into an agreement with CTM under
which Air Canada agreed to grant Egypt Air a commercial air
agreement for Egypt Air's Landing Rights, and to recommend to the
Government that the Egypt Air Landing Rights be granted.  In
return for Air Canada's agreement to assist in the granting of
the Egypt Air Landing Rights, CTM agreed to act as a consultant
for Air Canada to secure its designation as a carrier to Japan.

In accordance with its agreement with CTM, Air Canada entered
into a binding letter of understanding with Egypt Air in February
1990, under which Air Canada and Egypt Air agreed to the
essential terms for a commercial air agreement between the two
airlines.

In October 1990, Egypt Air representatives came to Canada and met
with representatives of Air Canada and the Government with a view
to entering into a formal commercial air agreement in Air
Canada's usual form and completing the grant of Egypt Air's
Landing Rights.

During the October 1990 Meetings, Air Canada reneged on its
commitments in the Letter of Intent with respect to the essential
commercial terms of the commercial air agreement.  By doing so,
Air Canada breached its agreement with CTM to enter into a
commercial air agreement with Egypt Air, and support and
recommend the granting of Egypt Air's Landing Rights.  CTM
suffered damages represented by its lost commissions and payments
from Egypt Air.

In accordance with the Claims Procedure Order, CTM filed a proof
of claim against Air Canada for CN$15,028,697.  Ernst & Young,
Inc., in its capacity as Monitor, disallowed the CTM Claim in its
entirety.

CTM filed a Notice of Dispute asserting that Air Canada had
breached its agreement with CTM by reneging on its agreement in
principle with Egypt Air to enter into a commercial air
agreement, and by failing to support Egypt Air's request for the
Landing Rights.  The Honorable Pierre Boudreault, Q.C., as Claims
Officer, was appointed to determine the disputed CTM Claim.

CTM asked the Claims Officer for an opportunity to adduce either
oral or affidavit evidence from Egypt Air officials to support
its argument that Air Canada reneged on the Letter of Intent and
breached its agreement with CTM in connection with Egypt Air and
the Egypt Air Landing Rights.  The Claims Officer denied the
opportunity and did not allow sufficient time for CTM to provide
more detailed evidence necessary for a proper determination of
what transpired during the October 1990 Meetings.

On April 14, 2004, the Claims Officer valued the CTM Claim at nil
for both voting and distribution purposes.  The Claims Officer
concluded that Egypt Air, not Air Canada, was at fault for the
failure to conclude a commercial air agreement.  He found that
Egypt Air's desire to change the agreed upon Landing rights led
to the failure.  The Claims Officer further concluded that there
was no satisfactory evidence before him showing that Air Canada
or its representatives intervened or caused the Government not to
conclude an air agreement with Egypt Air.

CTM will appeal the Claims Officer's determination.  In
connection the Appeal, CTM asks Mr. Justice Farley for permission
to submit fresh evidence which could change the results of the
Claims Officer's determination.

CTM intends to submit detailed affidavits from Mamdouh Abdel
Kader and Abd El Monim Osman which would give evidence
specifically on the statements made and positions taken by the
Air Canada representatives during the October 1990 Meetings.  Mr.
Kader and Mr. Osman were part of the Egypt Air delegation and had
been present at the October 1990 Meetings.

CTM believes that the affidavit evidence goes directly to the
issue of whether Air Canada reneged on the Letter of Intent and
caused damages to be suffered by CTM.

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 ENERGY: David Benson Retiring as President on July 11
---------------------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) announced that David C. Benson,
President of Allegheny Energy Supply, LLC, will retire effective
July 11. His replacement will be named within the next two weeks.

"We thank Dave for his more than 26 years of service and his
dedication to Allegheny and its employees," said Paul J. Evanson,
Chairman, President, and CEO of Allegheny Energy.

Headquartered in Greensburg, Pa., Allegheny Energy is an
integrated energy company with a portfolio of businesses,
including Allegheny Energy Supply, which owns and operates
electric generating facilities, and Allegheny Power, which
delivers low-cost, reliable electric and natural gas service to
about four million people in Pennsylvania, West Virginia,
Maryland, Virginia and Ohio. More information about Allegheny
Energy is available at http://www.alleghenyenergy.com/

                         *   *   *

As reported in the Troubled Company Reporter's March 18, 2004
edition, Fitch Ratings affirmed and removed from Rating Watch
Negative the ratings of Allegheny Energy, Inc. and the utility
subsidiaries:

     Allegheny Energy, Inc.

        -- Senior unsecured debt 'BB-';
        -- 11-7/8% notes due 2008 'B+'.

     Allegheny Capital Trust I

        -- Trust preferred stock 'B+'.

     West Penn Power Company

        -- Medium-term notes and senior unsecured 'BBB-'.

     Potomac Edison Company

        -- First mortgage bonds 'BBB';
        -- Senior unsecured notes 'BBB-'.

     Monongahela Power Company

        -- First mortgage bonds 'BBB';
        -- Medium-term notes 'BBB-';
        -- Pollution control revenue bonds (unsecured) 'BBB-';
        -- Preferred stock 'BB+'.

The Rating Outlook is Stable.

The 'BB-' rating of Allegheny Energy, Inc.'s former bank credit
facility maturing in January 2005 is withdrawn as that bank credit
facility has been terminated and replaced.


ALLSCRIPTS HEALTHCARE: Prices $75MM Convertible Sr. Debt Offering
-----------------------------------------------------------------
Allscripts Healthcare Solutions, Inc. (NASDAQ:MDRX) announced that
it has entered into an agreement with initial purchasers to sell
$75 million aggregate principal amount of its 3.50% Convertible
Senior Debentures Due 2024 in a previously announced private
placement pursuant to Rule 144A of the Securities Act of 1933, as
amended. In addition, the Company has granted the initial
purchasers of the debentures an option to purchase up to an
additional $7.5 million aggregate principal amount of debentures.
The offering is expected to close on or about July 6, 2004,
subject to customary closing conditions.

The debentures will mature on July 15, 2024 and will be
convertible, under certain circumstances, into shares of the
Company's common stock at a conversion rate of 88.8415 shares per
$1,000 principal amount of debentures (equivalent to an initial
conversion price of $11.256 per share), subject to adjustment in
certain circumstances.

The Company intends to use the net proceeds to repurchase
approximately $11.25 million of its common stock that it expects
will be sold by purchasers of the debentures and for general
corporate purposes, which may include future additional share
repurchases, acquisitions or other strategic investments.

This news release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
the debentures or the common stock issuable upon conversion of the
debentures in any state in which such offer, solicitation or sale
would be unlawful. The debentures have been offered to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended. The debentures and the common stock
issuable upon conversion of the debentures have not been
registered under the Securities Act, and unless so registered, may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

         About Allscripts Healthcare Solutions

Allscripts Healthcare Solutions (AHS) is the leading provider of
clinical software, connectivity and information solutions for
physicians. The Company's TouchWorks(TM) software is a modular
Electronic Medical Record (EMR) that enhances physician
productivity by automating the most common physician activities
including prescribing, dictating, capturing charges, ordering labs
and viewing results, providing patient education, and documenting
clinical encounters. TouchWorks is available on the latest Tablet
PCs, wireless handheld devices, desktop workstations and over the
Internet. AHS also offers electronic document imaging and scanning
solutions through its Advanced Imaging Concepts subsidiary.
Additionally, AHS provides healthcare product education and market
research programs for physicians through its Physicians
Interactive(TM) unit and medication fulfillment services through
its Allscripts Direct(TM) unit. Visit AHS on the Web at
http://www.allscripts.com/

                     *   *   *

In its Form 10-Q for the quarterly period ended March 31, 2004,
Allscripts Healthcare reports:

            Liquidity and Capital Resources

"At March 31, 2004 and December 31, 2003, our principal sources of
liquidity consisted of cash, cash equivalents and marketable
securities of $53,257 and $51,309, respectively. This increase of
$1,948 during the first quarter of 2004 was due primarily to
$2,377 in net cash provided by operations and $1,083 in net cash
provided by financing activities. This first quarter increase in
cash, cash equivalents, and marketable securities was partially
offset by capitalized software development costs of $1,322 and
$308 in capital expenditures.

"Our working capital decreased by $3,251 in the first quarter of
2004, from $17,392 at December 31, 2003 to $14,141 as of March 31,
2004. The decrease is due primarily to a change in the overall mix
of marketable securities with a greater allocation to long-term
investments and as a result of a $1,800 reclassification of our
AIC acquisition holdback obligation from a non-current liability
to current liability as of March 31, 2004. At March 31, 2004, we
had an accumulated deficit of $558,251."

               Future Capital Requirements

"We believe that our cash flow from operations and our cash, cash
equivalents, and marketable securities of $53,257 as of March 31,
2004, will be sufficient to meet the anticipated cash needs of our
current business for the next 12 months. However, we cannot
provide assurance that our actual cash requirements will not be
greater than we currently expect. We will, from time to time,
consider the acquisition of, or investment in, complementary
businesses, products, services and technologies, which might
impact our liquidity requirements or cause us to issue additional
equity or debt securities. We have had recent discussions with
several investment banks to evaluate the possibility of raising
additional capital to take advantage of favorable conditions in
the capital markets and to position us to be able to act on such
acquisition or investment opportunities as they arise.

"If sources of liquidity are not available or if we cannot
generate sufficient cash flow from operations during the next
twelve months, we might be required to obtain additional sources
of funds through additional operating improvements, capital market
transactions, asset sales or financing from third parties, or a
combination thereof. We cannot provide assurance that these
additional sources of funds will be available or, if available,
would have reasonable terms."


BEAR STEARNS: Fitch Rates 2004-ESA $150MM Class K Notes at BB+
--------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Inc., series 2004-ESA,
are rated by Fitch as follows:

                    --$445,000,000 class A-1, 'AAA';
                    --$689,500,000 class A-2, 'AAA';
                    --$103,500,000 class A-3, 'AAA';
                    --$1,800,000,000 class X-1, 'AAA';
                    --$1,134,500,000 class X-2, 'AAA';
                    --$80,000,000 class B, 'AA+';
                    --$96,000,000 class C, 'AA';
                    --$65,000,000 class D, 'AA-';
                    --$128,000,000 class E, 'A';
                    --$43,000,000 class F, 'A-';
                    --$43,000,000 class G, 'BBB+';
                    --$40,000,000 class H, 'BBB';
                    --$67,000,000 class J, 'BBB-';
                    --$150,000,000 class K, 'BB+'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are 485
extended stay hotels securing one loan comprising one fixed- and
two floating-rate component notes with a combined aggregate
principal balance of $1,950,000,000, as of the cutoff date.


BRAVO FOODS: Ability to Continue as a Going Concern is in Doubt
---------------------------------------------------------------
Bravo Foods International Corporation has suffered operating
losses and negative cash flow from operations since inception and
has an accumulated deficit of $30,523,188, a capital deficit of
$3,577,985, negative working capital of $3,107,738 and is
delinquent on certain of its debts at March 31, 2004.  Further,
the Company's auditors stated in their report on the Company's
Consolidated Financial Statements for the year ended December 31,
2003, that these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

Management plans to increase gross profit margins in its U.S.
business and obtain additional financing and is in the process of
repositioning its products with the anticipated launch of four new
product lines in the second quarter 2004. While there is no
assurance that funding
will be available or that the Company will be able to improve its
profit margins, the Company is continuing to actively seek equity
and/or debt financing and has raised $1,350,000 in the fourth
quarter 2003 and first quarter 2004. No assurances can be given
that the Company will be successful in carrying out its plans.

Going forward, the Company's primary requirements for cash consist
of (1) the continued development of the Company's business model
in the United States and on an international basis; (2) general
overhead expenses for personnel to support the new business
activities; and (3) development, launch and marketing costs for
the Company's line of new aseptic branded
flavored milk products.  The Company estimates that its need for
financing to meet cash needs for operations will continue to the
fourth quarter of 2004, when cash supplied by operating activities
will approach the anticipated cash requirements for operation
expenses.  The Company anticipates the need for additional
financing in 2004 to reduce the Company's liabilities, assist in
marketing and to improve shareholders' equity status.  No
assurances can be given that the Company will be able to obtain
additional financing or that operating cash flows will be
sufficient to fund the Company's operations.

The Company currently has monthly working capital needs of
approximately $220,000.  The Company will continue to incur
significant selling and other expenses in 2004 in order to derive
more revenue in retail markets, through the introduction and
ongoing support of its new products.  Certain of these expenses,
such as slotting fees and freight charges, will be reduced as a
function of unit sales costs as the Company expands its sales
markets and increases its sales within established markets.
Freight charges will be reduced as the Company is able to ship
more full truck-loads of product given the reduced per unit cost
associated with full truck loads versus less than full truck
loads.  Similarly, slotting fees, which are paid to warehouses or
chain stores as initial set up or shelf space fees, are
essentially one-time charges per new customer. The Company
believes that along with the increase in the Company's unit sales
volume, the average unit selling expense and associated costs will
decrease, resulting in gross margins sufficient to mitigate the
Company's cash needs.  In addition, the Company is actively
seeking additional financing to support its operational needs and
to develop an expanded promotional program for the Company's
products.


BROADLEAF CAPITAL: Appoints Jason Landess as Independent Counsel
----------------------------------------------------------------
Broadleaf Capital Partners Inc. (OTCBB:BDLF) announced the
appointment of Jason G. Landess to the company, to serve as
Broadleaf's independent counsel.

Landess is a 1973 UCLA magna cum laude graduate, and obtained his
law degree at Loyola University School of Law, in Los Angeles,
receiving law review honors.

Landess was deputy district attorney in Orange County, Calif.,
from 1977 to 1980. Following that duty, he was partner in the law
offices of K. Michael Leavitt in Las Vegas for 10 years.
Subsequently, he has served in private practice through the law
office of Jason G. Landess & Associates. His firm has specialized
in complex commercial litigation, collections in state, federal
and bankruptcy courts handling approximately 60 court and jury
trials over the past 27 years, worked with partners in major real
estate transactions, such as the purchase of Main Street Station
Casino and the sale of Las Vegas Strip property to ITT/Sheraton
for $12 million.

Since 2000, he has also served as CEO and board member of a
medical device company, Advanced Medical Products Inc.

He is a member of the California Bar (1977), the Nevada Bar (1981)
and the Missouri Bar (1982), enjoys international travel and golf,
and currently resides in Las Vegas.

            About Broadleaf Capital Partners

Broadleaf Capital Partners Inc. is a fully reporting Business
Development Company (BDC) under the 1940 Investment Company Act of
Congress.

At March 31, 2004, Broadleaf Capital's balance sheet shows a
stockholders' deficit of $1,970,328 compared to a deficit of
$2,040,548 at December 31, 2003.


CABLETEL COMMS: Plans to Sell Remaining Assets to Dynaflex Inc.
---------------------------------------------------------------
Cabletel Communications Corp. (TSX:TTV) (PINK SHEETS:CCMTF),
announced that it anticipates consummating its previously
announced sale of its Manufacturing Segment to Dynaflex, Inc. The
purchase price is expected to be approximately US$1.2 million,
subject to a working capital adjustment. If consummated, the sale
will result in the disposition by the Company of its last
remaining operating business.

On June 9, 2004, the Company filed a Notice of Intention to make a
proposal to its creditors under the Bankruptcy & Insolvency Act
(Canada). As a result of the Company's BIA filing, the Company has
30 days from the date of that filing (subject to court approved
extensions if sought) to develop a plan of reorganization to
propose to its creditors.

In order to protect stakeholder interests in connection with the
proposed sale, on June 18, 2004, PricewaterhouseCoopers Inc. was
appointed as interim receiver for the sole purposes of adopting
and completing the sale of the Manufacturing Segment to Dynaflex.
On June 18, 2004, the bankruptcy court also authorized the
completion of that transaction by the interim receiver and vested,
in favor of the purchaser, upon the closing of the transaction,
all rights of the Company. In addition, the court has authorized
the Company to use the proceeds from the sale to repay its secured
indebtedness and use the balance of the proceeds and its residual
assets to make a proposal to its creditors to restructure the
Company. The Company is currently in the process of preparing such
a proposal.

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international
clients with proprietary products for deployment in cable, DBS
and other wireless distribution systems. More information about
Cabletel can be found at http://www.cabletelgroup.com/


CELERITY SYSTEMS: Strained Liquidity Triggers Going Concern Doubts
------------------------------------------------------------------
Celerity Systems Inc.'s financial statements have been prepared on
a going concern basis,  which contemplates the realization of
assets and the settlement of liabilities and commitments in the
normal course of business. The Company has had recurring losses
and continues to suffer cash flow and working capital shortages.
Since inception in January, 1993 through March 31, 2004 the losses
total approximately $43,332,000.  As of March 31, 2004, the
Company had a negative net working capital of approximately
$1,285,000.  These factors taken together with  the lack of sales
and the absence of significant financial commitments raise
substantial doubt about the Company's ability to continue as a
going concern.

On June 3, 2003, the Company elected to become a Business
Development Company which is regulated under Section 54 of the
Investment Company Act of 1940. On June 4, 2003 the Company filed
an Offering Circular Under Regulation E to sell up to $4,500,000
of its common stock at a minimum price of $0.001 to a maximum
price of $0.02.  Between June 30, 2003 and March 31, 2004 the
Company sold 1,299,833,333 shares resulting in net proceeds of
$1,376,500.

There can be no assurances that the Company will be successful in
its attempts to raise sufficient capital essential to its
survival.  To the extent that the Company is unable to raise the
necessary operating capital it will become necessary to further
curtail  operations.  Additionally, even if the Company does raise
operating capital, there can be no assurances that the net
proceeds will be sufficient enough to enable it to develop its
business to a level where it will generate profits and positive
cash flows.

The primary source of financing for Celerity Systems since
inception has been through the  issuance of common and preferred
stock and debt.  The Company had cash balances on hand of $42,891
as of March 31, 2004 and $56,156 as of December 31, 2003. Its cash
position continues to be uncertain.  The Company's primary need
for cash is to fund ongoing operations until such time that income
from its investments generate enough proceeds to fund operations.
In addition, the Company's need for cash includes satisfying
current liabilities of $1,333,377,  consisting primarily of
accounts payable of $492,374, accrued interest of $273,000 and
judgments and defaults payable of $538,372, including a judgment
of $16,972 obtained by R.R. Donnelley Corporation for non-payment
of printing fees, a judgment of $71,000 obtained by Veja
Electronics, Inc. for breach of contract, and a judgment of $8,000
obtained by Del Rio Enterprises for non-payment of services.
Additionally this also includes notes payable in default of
$100,000 and liquidated damages resulting from the lack of filing
a registration  statement relating to certain convertible
debentures of $342,400. The Company does not currently have
sufficient funds to pay these obligations.  It will need
significant new funding from the sale of securities or from
proceeds from its investments to fund its ongoing  operations and
to satisfy the above obligations. Management anticipates the
dividend income from its investment in Yorkville Advisors
Management will be sufficient to operate the Company, however, the
Company currently does not have any commitments for funding.


CENCOTECH INC: Half-Year Loss Narrows to $651,005
-------------------------------------------------
Cencotech Inc. (CTZ - TSX-V) reports the results of operations for
the six months ended April 30th, 2004. During the first six months
of fiscal 2004, revenue was $674,437 as compared to $873,775
for the same period last year. The Company incurred a loss in the
six month period ended April 30th, 2004 of $651,005 or $0.04 per
share as compared to $900,261 or $0.06 per share in the same
period last year.

The debenture and secured loan holders in Cencotech and its
subsidiary have extended the maturity of these obligations to July
31st, 2004. At the same time, Management continues to explore a
number of options to realize the strategic value of the Company's
assets including: exploring the sale of various business units,
merging with other market participants and/or concentrating on
other aspects of the currency industry.

Cencotech Inc. was created to acquire and manage emerging high
technology enterprises with sound business solutions for their
customers. The Corporation's present products are designed to
bring efficiency to the processing of currency and other value
instruments in financial institutions, large retailers, public
transportation operations and the gaming industry. Cencotech
systems are "open-architectured" and have been developed to
interface with client's legacy systems.

At October 31, 2003, Cencotech Inc.'s balance sheet shows a total
shareholders deficit of C$1,480,075.


CIRTRAN CORPORATION: Receives Additional Orders for U.S. Navy
-------------------------------------------------------------
CirTran Corp. (OTCBB: CIRT), an international full-service
contract electronics manufacturer of printed circuit board
assemblies, cables and harnesses, announced that it has received
an additional order for its OptiCORE 100FX Fiber Optic M8192
Network Adaptor Card for the United States Navy to be installed in
multiple new locations. The order was placed by Dimensional
Marketing Inc., a South Carolina-based Business to Government
(B2G) firm. The order was placed through CirTran's wholly owned
subsidiary, Racore Technology Corp. The Navy has tested and
approved the product last October. Racore is projecting continued
reorders from the United States Navy and multiple other government
agencies. The cards will be installed in multiple government
office locations in addition to select naval ship carriers.

Trevor M. Saliba, executive vice president of worldwide business
development, commented, "We are very proud of the continued
interest in Racore's Local Area Network (LAN) products from
multiple government agencies and Fortune 500 companies. This
contract represents another United States government agency
continuing to utilize the advanced technology and high security of
Racore's products, which are manufactured by its parent company,
CirTran Corp."

The company anticipates continued repeat business as multiple
government agencies continue to upgrade their network systems.

                About Racore Technology Corp.

Racore was founded in 1983 and reorganized as Racore Technology
Corp. in 1997. As a pioneer in the LAN arena in the 1980s, Racore
helped define Token-Ring as a member of the IEEE 802.5/802.2
committees. The company was one of the first to deliver Token-Ring
adapters conforming to this new standard, while offering
significantly better performance and more economical prices than
IBM or other suppliers of compatible products. Today, Racore
Technology designs, develops, manufactures and markets high-
performance local area network products with emphasis on fiber
optics, Token-Ring and 10/100 Ethernet technologies. Over the past
15 years, Racore has developed extensive technology to provide
high-performance copper and fiber connectivity solutions linking
LAN backbones to the desktop. For more information, please visit
the company's Web site at http://www.racore.com/

                   About CirTran Corp.

Founded in 1993, CirTran Corp. has established itself as a premier
full-service contract electronics manufacturer by building printed
circuit board assemblies, cables and harnesses to the most
exacting specifications. CirTran is headquartered in Salt Lake
City, with a state-of-the-art 40,000 square foot facility. CirTran
also provides "just-in-time" inventory management techniques that
minimize the OEM's investment in component inventories, personnel
and, related facilities, thereby reducing costs and ensuring
speedy time to market. For further information about CirTran,
visit the company's Web site located at http://www.cirtran.com/

At March 31, 2004, CirTran Corp.'s balance sheet shows a
stockholders' deficit of $4,563,087 compared to a deficit of
$4,941,251 at December 31, 2003.


CREDIT SUISSE: S&P Ups Low-B & Junk Ratings on 3 1997-C1 Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
F, G, and H of Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates series 1997-
C1. At the same time, the ratings on classes A-1C and A-2 from the
same transaction are affirmed. Standard & Poor's does not rate any
other certificates in this transaction.

The raised ratings reflect improved credit support after the
disposition of some of the specially serviced assets and pool
paydown.

As of June 2004, the trust collateral consisted of 116 commercial
mortgages with an outstanding balance of $970.8 million, down from
161 loans totaling $1.354 billion at issuance. The pool has paid
down by 28.4% versus 13.5% at the last review. The master
servicer, Wachovia Bank N.A., reported partial or full year 2003
net cash flow debt service coverage ratios for 59.7% of the pool.
Credit tenant leases, consisting of 11 CTLs totaling $139.7
million, account for 14.4% of the pool. Six loans totaling $23.8
million, or 2.45% of the pool, have been defeased. Based on this
information and excluding defeasance and CTLs, Standard & Poor's
calculated a pool DSCR of 1.64x, up from 1.38x at issuance.

The weighted average DSCR for the seven largest loans totaling
$343.1 million, or 35% of the pool, is 1.80x for year-end 2003,
compared to 1.40x at issuance. The next two largest loans are
CTLs, the Quantum Summary and the Fortunoff Summary. Quantum Corp.
is rated 'BB-' with a negative outlook by Standard & Poor's and
Fortunoff is a family-held luxury home furnishings and jewelry
retailer.

There are eight loans, with a combined balance of $113.8 million,
or 11.7% of the pool, that are with the special servicer, Lennar
Partners Inc. Four are secured by retail properties, two by
limited-service lodging properties, one by a multifamily property,
and one by an airport parking lot. Five are current, three are
delinquent, and one is in foreclosure. The five largest,
comprising $104.5 million (10.76%), are discussed below.

The largest specially serviced loan and fifth largest in the pool,
Schwegman, has a current balance of $40.8 million (4.2%). The
original balance of $66 million has been reduced by the
liquidation of nine Schwegman Giant Supermarkets, which served
as collateral for the loan. Schwegman declared bankruptcy in 1999.
Cashflows from the remaining six re-leased stores, in combination
with $2.7 million in excess reserves, support the remaining debt.
Lennar reported a 0.86x DSCR as of June 30, 2003. There are new
principals in charge of the borrowing entity and they have
indicated their intention to pay off the outstanding principal
within the next few months. The loan is current.

The second largest specially serviced loan, Las Americas V
Shopping, has a balance of $25.2 million (2.6%) and is secured by
424,965-sq.-ft. retail center in Miami, Florida. It is in special
servicing due to a non-monetary default relating to the existence
of secondary liens. Lennar has secured the principal's personal
guarantee relating to the liens as well as certain escrows and
reports that the center has 100% occupancy as of February 2004 and
a 1.56x DSCR for year-end 2003. The loan is current.

The third largest specially serviced loan, the Airlines Parking
loan, has a balance of $18.7 million (1.9%) and is secured by two
off-site airport parking lots outside the Detroit Metropolitan
Airport with approximately 8,400 spaces. While the borrower has
declared bankruptcy, the property will be marketed under joint
sale terms with the debtor. A loss is expected upon disposition.

Cottonwood Creek Mall has a balance of $11.8 million (1.22%) and
is secured by an 180,567-sq.-ft. mall built in 1984 located in
Wasilla, Alaska. Wasilla is north of Anchorage and home to the
Iditarod dog sled race. The loan is current. Two tenants, Safeway
and Payless Drugs, went dark but continue to pay rent. Safeway's
lease expires Nov. 1, 2004. The mall currently contains a
Gottschalks and a mix of in-line tenants including Walden Books,
GNC, and Foot Locker. An appraisal dated May 6, 2004 valued the
property at $13.5 million. The mall reported a DSCR of 0.98x and
occupancy of 57% as of March 31, 2003.

Holiday Inn Express has a balance of $7.7 million (0.80%) and is
secured by a limited service hotel located 12 miles from
Washington D.C. in Springfield, Va. near Interstate 95. DSCR was
0.70x through June 30, 2003. The borrower stated that the
property has suffered a drop in revenue and occupancy due to the
lingering effects of the sniper attacks that took place in the
area during fall of 2002 and the terrorist attacks of Sept.
11, 2001. The loan was recently brought current except for default
interest.

The servicer's watchlist includes 33 loans totaling $194.4 million
(20.0%). The largest four loans on the watchlist are all lodging
properties (combined $84.3 million, 8.7%). The largest, Hyatt
Aruba, for $46.1 million (4.75%), had a DSCR of 0.73x as of Sept.
30, 2003, down from 0.85x in 2002. Due to its low DSCR
performance, a lockbox has been implemented. Through Sept. 30,
2003, occupancy has remained flat at 70%; the average daily rate
was $261.52, and the revenue per available room was $183.76.
Wachovia has not reported year-end results for 2003 yet but notes
that the borrower stated that the first quarter of 2004 was
significantly better than last year's, with occupancy up to 87%,
compared to 70% for the year-ago quarter. A property inspection
report dated Nov. 20, 2003 describes the beachfront hotel and
casino property to be in excellent condition.

The pool has significant geographic concentrations in the states
of New York (23.5%), California (13.7%), Florida (7.6%), New
Jersey (6.3%), and Maryland (5.8%). There is also one lodging
property located in the country of Aruba (4.75%). Significant
property type concentrations include retail (48%), lodging (19%),
office (14%), multifamily (5.7%), and industrial (5.4%).

Based on discussions with Wachovia and Lennar, Standard & Poor's
stressed various loans in the mortgage pool as part of its
analysis. The expected losses and resultant credit levels
adequately support the current rating actions.

                            RATINGS RAISED

          Credit Suisse First Boston Mortgage Securities Corp.
          Commercial mortgage pass-thru certs series 1997-C1

                               Rating
            Class   To        From      Credit Enhancement
            F       BB         B+                   7.42%
            G       BB-        B                    6.03%
            H       B-         CCC                  3.23%

                           RATINGS AFFIRMED

          Credit Suisse First Boston Mortgage Securities Corp.
          Commercial mortgage pass-thru certs series 1997-C1

            Class     Rating       Credit Enhancement
            A-1C      AAA                      40.60%
            A-2       AAA                      40.60%


CRESCENT REAL: Repositions Company to Increase Shareholder Value
----------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI), one of the
largest real estate investment trusts in the U.S., and the largest
in Texas, held its annual meeting of shareholders Monday. At the
meeting, Vice Chairman and Chief Executive Officer John Goff said
Crescent's strategic repositioning to adapt to fundamental changes
in the industry is on track and the company is positioned to
create greater value for all shareholders.

Goff stated that Crescent is in the midst of transforming into a
real estate investment management company in order to better
compete in the current environment. He notes that Crescent has
been focusing on three major areas: the joint venture of core
assets, acquisitions made principally with joint-venture partners,
and the sale of non-core assets.

"We have a fine record over our now 10-year period as a public
company," said Mr. Goff. "We have delivered an 11.5% compounded
annual return since our initial public offering. While our total
return for 2003 lagged market indices, we are in the midst of a
strategic repositioning that we strongly believe will create
higher returns for all shareholders.

"As we reach the ten-year mark, we have a great deal to be proud
of. We have paid $1.8 billion in cash dividends to our
shareholders. In the last four years alone, we have paid out $900
million in dividends to shareholders, a significant portion of
which is in essence a special dividend. We are fortunate to have a
board with great depth and experience. Five members out of eight
are independent, and their guidance has been invaluable as we
transform the company."

Mr. Goff stressed that in the changing real estate investment
environment, there is now significant buying power from
institutions seeking direct real estate ownership, and Crescent is
positioning itself to expand its joint venture program with these
institutions. "We are now positioned to benefit from improved
operating fundamentals and we have begun accumulating cash for
redeployment - two factors that we believe will work together to
create substantial growth and real value for our shareholders,"
said Mr. Goff.

Denny Alberts, President and Chief Operating Officer, discussed
2003 highlights. He noted:

   -- Record leasing activity (6.4 million sq. feet which
      represents 21% of the portfolio)

   -- Sale of The Woodlands ($202 million)

   -- Acquisition of Hughes Center ($214 million)

   -- Temperature-controlled logistics financing ($90 million)

   -- Formal launch of the cornerstone of Crescent's future
      residential developments - Tahoe Mountain Resorts

Mr. Goff also announced that the Crescent FACES of Change(R)
volunteer program, launched in 1997 to leverage the volunteer
participation of its employees and customers at local schools, has
just been recognized for its work by the Points of Light
Foundation. To date, 52 partnerships between Crescent properties
and elementary schools have been formed, benefiting more than
25,000 school children.

"It is our 750 dedicated employees," said Mr. Goff, "and their
commitment to our customers and to our communities that form the
foundation of our proud ten-year history. We look forward to even
greater achievements in the future."

Mr. Goff noted that Crescent Real Estate Equities Company has been
honored for customer service excellence, receiving the National A
List Award for Excellence in Customer Service, the highest award
from CEL & Associates, Inc. and the Building Owners and Managers
Association for the third year in a row.

               Shareholder Meeting Results

Messrs. Alberts and Worrell were re-elected as Trust Managers by
approximately 98% of the votes cast. Shareholders also ratified
the re-appointment of Ernst & Young LLP as the independent
auditors.

                  About the Company

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

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

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

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

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


COVANTA: Wants to Extend Exclusive Period to File Plan to Oct 19
----------------------------------------------------------------
Christine L. Childers, Esq., at Jenner & Block, in Chicago,
Illinois, reports that the Covanta Energy Corporation Debtors have
made significant progress in their Chapter 11 cases:

   (a) The Court confirmed the Heber Debtors' Joint Plan of
       Reorganization, which became effective on December 18,
       2003; and

   (b) The Court confirmed the Covanta Debtors' Second Joint Plan
       of Reorganization and Second Joint Plan of Liquidation,
       each of which became effective on March 10, 2004.

The Confirmation of the Second Plans carved out the Remaining
Debtors:

   1. Covanta Tampa Bay, Inc.,
   2. Covanta Tampa Construction, Inc.,
   3. Covanta Lake II, Inc.,
   4. Covanta Warren Energy Resource Co., L.P.,
   5. Covanta Warren Holdings I, Inc., and
   6. Covanta Warren Holdings II, Inc.

According to Ms. Childers, the Debtors continue to handle the
tremendous substantive and administrative burden of their Chapter
11 filings.  Having consummated the Second Plans, the Debtors
began distributions in accordance with the terms of the Second
Plans.  The Debtors also continue to evaluate and object to
numerous claims filed against their estates.

Hence, the Debtors ask the Court to extend the period during which
the Remaining Debtors' have the exclusive right to file plans of
reorganization or liquidation through October 19, 2004, and the
exclusive right to solicit acceptances of those plans, through and
including November 18, 2004.

                    The Covanta Tampa Debtors

Covanta Tampa Bay and Covanta Tampa Construction have recently
filed a Joint Plan of Reorganization, obtained approval of their
Disclosure Statement, and begun the solicitation process with
respect to the Covanta Tampa Plan.  The confirmation hearing for
the Covanta Tampa Plan is scheduled for July 14, 2004.  With the
administrative burden of these Chapter 11 cases as well as the
inherent uncertainty of its process, Ms. Childers notes that the
Covanta Tampa Debtors may need to adjourn the confirmation
hearing for the Covanta Tampa Plan until some later date.
Accordingly, the Covanta Tampa Debtors seek an extension of the
Exclusive Periods out of an abundance of caution.

                   The Covanta Warren Debtors

Covanta Warren Energy, Covanta Warren I, and Covanta Warren II,
also need an extension.  At present, the Covanta Warren Debtors
are engaged in discussions and negotiations with the Pollution
Control Financing Authority of Warren County, New Jersey,
concerning a potential restructuring of rights and obligations
under various agreements related to the operation of a waste-to-
energy facility located in Oxford Township in Warren County.  A
1997 federal Court of Appeals decision invalidating certain of
the State of New Jersey's waste-flow laws that resulted in
significantly reduced revenues for the Warren Facility
precipitated those negotiations.  Since 1999, the State of New
Jersey has been voluntarily making all debt service payments with
respect to the project bonds issued to finance the construction
of the Warren Facility, and Covanta Warren Energy has been
operating the Warren Facility pursuant to a letter agreement with
the Warren Authority, which modifies the existing Service
Agreement for the Warren Facility.

Covanta Warren Energy and the Warren Authority are making
significant progress toward an agreement on restructured
contractual arrangements governing Covanta Warren's operation of
the Warren Facility.  It appears likely that a consensual
restructuring of the parties' contractual arrangements will occur
in 2004.  Consequently, the Covanta Warren Debtors need ample
time to continue to evaluate:

   -- a restructuring of the contractual arrangements governing
      Covanta Warren Energy's operation of the Warren Facility;

   -- the options for a Chapter 11 plan; and

   -- whether to litigate with counterparties to certain
      agreements, assume or reject one or more executory
      contracts related to the Warren Facility, or liquidate
      Covanta Warren Energy.

                          Covanta Lake

In late 2000, Lake County, Florida, commenced a lawsuit in the
Florida State Court against Covanta Lake with regard to a waste-
to-energy facility in Lake County which is being operated by
Covanta Lake.  In the lawsuit, Lake County sought to have its
Service Agreement with Covanta Lake declared void and in
violation of the Florida Constitution.  The lawsuit was stayed by
the commencement of Covanta Lake's Chapter 11 case.  Lake County
subsequently filed a claim seeking in excess of $70,000,000 from
Covanta Lake and its parent.

After months of litigation and negotiations, Covanta Lake and
Lake County reached a tentative settlement calling for a new
agreement specifying the parties' obligations and restructuring
of the project.  Among others, the Lake settlement is contingent
on the receipt of all necessary approvals and a favorable outcome
to the Debtors' pending objection to the proofs of claim filed by
F. Browne Gregg, a third party claiming an interest in the
existing Service Agreement that would be terminated under the
Lake Settlement.  On November 3 to 5, 2003, the Court conducted a
trial on the objection to Mr. Gregg's claims.  The Court has not
yet ruled on the Debtors' claims objection.

Ms. Childers tells Judge Blackshear that the resolution of the
Gregg matter is integral to the restructuring of the Lake
Facility.  Pending a decision, Covanta Lake, therefore, needs an
extension of its Exclusive Periods so it can continue to evaluate
its options:

   -- with respect to the Lake Settlement;

   -- for a Chapter 11 plan; and

   -- whether to litigate with counterparties to certain
      agreements, assume or reject one or more executory
      contracts related to the Lake Facility, or liquidate.

               Exclusive Periods Must Be Extended

Beyond mere size, Mr. Childers contends that the facts and
circumstances in the Remaining Debtors' cases and the express
terms of Section 1121(d) support the extension of the Exclusive
Periods in light of the Remaining Debtors' extensive activities
to develop and achieve plan confirmation.  Additional time is
required so that the Remaining Debtors can continue their work
toward achieving the most favorable resolution of their cases.

Ms. Childers assures the Court that the extension will not
prejudice the legitimate interests of any creditor or equity
security holder, and will afford the parties the opportunity to
pursue to fruition the beneficial reorganization of the Remaining
Debtors.

                          *     *     *

The Court will convene a hearing on July 14, 2004 to consider the
Debtors' request.  In the interim, Judge Blackshear issues a
bridge order extending the Remaining Debtors' Exclusive Plan
Filing Period to and including July 15, 2004.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CWMBS MORTGAGE: Fitch Assigns Low-B Ratings To Classes B-3 & B-4
----------------------------------------------------------------
CWMBS, Inc.'s Mortgage Pass-Through Certificates, CHL Mortgage
Pass-Through Trust 2004-13 classes 1-A-1 through 1-A-7, 2-A-1
through 2-A-20, PO and A-R (senior certificates, $776,399,091) are
rated 'AAA' by Fitch. In addition, class M ($12,000,000) is rated
'AA', class B-1 ($4,400,000) is rated 'A', class B-2 ($2,800,000)
is rated 'BBB', the privately offered class B-3 ($1,600,000) is
rated 'BB' and the privately offered class B-4 ($1,200,000) is
rated 'B'.

The 'AAA' rating on the senior certificates reflects the 2.95%
subordination provided by the 1.50% class M, the 0.55% class B-1,
the 0.35% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.20% privately offered
class B-5 (not rated by Fitch). Classes M, B-1, B-2, B-3 and B-4
are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP,
rated 'RMS2+' by Fitch, a direct wholly owned subsidiary of
Countrywide Home Loans, Inc.

The certificates represent an ownership interest in two groups of
conventional, fully amortizing mortgage loans. Loan group 1
consists of 30-year fixed-rate mortgage loan totaling
$317,683,776, as of the cut-off date, June 1, 2004, secured by
first liens on one-to four- family residential properties. The
mortgage pool demonstrates an approximate weighted-average loan-
to-value ratio (OLTV) of 70.57%. Approximately 51.4% of the loans
were originated under a reduced documentation program. The
weighted average FICO credit score is approximately 741. Cash-out
refinance loans represent 13.83% of the mortgage pool and second
homes 4.35%. The average loan balance is $526,839. The three
states that represent the largest portion of mortgage loans are
California (44.89%), New Jersey (5.32%) and Virginia (4.57%).

Loan group 2 consists of 30-year fixed-rate mortgage loan totaling
$409,953,846, as of the cut-off date, secured by first liens on
one-to four- family residential properties. The mortgage pool
demonstrates an approximate weighted-average OLTV of 71.02%.
Approximately 54.3% of the loans were originated under a reduced
documentation program. The weighted average FICO credit score is
approximately 740. Cash-out refinance loans represent 13.66% of
the mortgage pool and second homes 5.08%. The average loan balance
is $522,900. The three states that represent the largest portion
of mortgage loans are California (51.70%), Florida (4.88%) and New
York (4.34%).

Approximately 97.79% and 2.21% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively. Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit.


DATALOGIC INT'L: Secures $3 Million Financing From Laurus Funds
---------------------------------------------------------------
DataLogic International, Inc. (OTC Bulletin Board: DLGI; Berlin,
Frankfurt Stock Exchange: 779612) announced that it has secured a
$3 million financing facility with Laurus Master Fund, Ltd. to
support its organic growth and future merger and acquisition
initiatives.

The financing consisted of a $3 million secured convertible term
note. The note has a term of three years and bears an interest
rate of prime plus 2%. It is payable in cash or equity with a
conversion price of $.66, subject to certain limitations.

In addition, DataLogic granted Laurus Funds seven-year warrants to
purchase up to 705,000 shares of the Company's common stock with
425,000, 175,000, and 105,000 shares at $.73, $.76, and $.79
respectively.

"We are delighted to have formed this strategic alliance with
Laurus Funds," commented Derek Nguyen, DataLogic's CEO. "By
closing this transaction, we're also one step closer to meeting
the AMEX exchange requirement of $4 million in shareholder equity,
a critical requirement for us to qualify for listing on that
exchange. Now that we have accomplished this major milestone, we
will be more active in communicating our roadmap and growth
strategies to our shareholders," Nguyen added.

DataLogic's President and CFO, Keith Nguyen, added, "This
transaction gives us the capital to support our fast growing VoIP
business segment. It also allows us to restructure our debt and
strengthen our balance sheet as we reposition our Company in order
to meet the added demands in our core businesses. With the support
of Laurus Funds, we now have the proper financial backing to
handle more aggressive organic growth and external growth via M&A
initiatives."

              About DataLogic International Inc.

DataLogic International, Inc. is a technology and professional
service company dedicated to providing a wide range of Information
Technology and Communications related products and services. For
more information about DataLogic, go to http://www.dlgi.com/or
contact Investor Relations at ir@dlgi.com or (888) 530-8228.

                        *   *   *

               Liquidity and Capital Resources

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

"Prior to the reverse merger on July 20, 2001, the Company's
primary source of cash was from the issuance of its equity
securities. In January 1999, the Company entered into a financing
agreement that provided the Company with gross proceeds of
$2,000,000. These funds were spent on developing an information
index to the top Internet guide site and then on a privacy
guaranteed search site. These enterprises did not generate
sufficient funds to cover operating expenses. The Company's
failure to obtain additional financing for the privacy-oriented
business resulted in the change of business following the last
fiscal year-end.

"The Company believes that its current cash position is sufficient
to meet its capital expenditures and working capital requirements
for the near term; however, the growth and technological change of
the market make it difficult for the Company to predict future
liquidity requirements with certainty.  Over the longer term, the
Company must successfully execute its plans to increase revenue
and income streams that will generate significant positive cash
flow if it is to sustain adequate liquidity without impairing
growth or requiring the infusion of additional funds from external
sources.  Additionally, a major expansion, such as would occur
with the acquisition of a major new subsidiary, might also require
external financing that could include additional debt or
capital.  There can be no assurance that additional financing, if
required, will be available on acceptable terms, if at all."


DB COMPANIES: Appoints BSI as Claims and Noticing Agent
-------------------------------------------------------
DB Companies, Inc., and its debtor-affiliates are asking the U.S.
Bankruptcy Court for the District of Delaware's stamp of approval
to appoint Bankruptcy Services, LLC as the official claims,
noticing and balloting agent in their chapter 11 cases.

As Claims Agent, BSI is expected to:

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

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

       (ii) notice of the claims bar date;

      (iii) notice of objection to claims;

       (iv) notice of any hearings on a disclosure statement and
            confirmation of liquidating plan; and

        (v) other miscellaneous notices to any entities, as the
            Company, the Clerk or the Court may deem necessary
            or appropriate for an orderly administration of
            these Chapter 11 cases;

   b) file with the Clerk's Office, a certificate or affidavit
      of service that includes a copy of the notice involved, a
      list of persons to whom the notice was mailed, and the
      date and manner of mailing;

   c) maintain copies of all proofs of claim and proofs of
      interest filed;

   d) maintain official claims registers, including among other
      things, the following information for each proof of claim
      or proof of interest:

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

       (ii) the date received;

      (iii) the claim number assigned; and

       (iv) the asserted amount and classification of the claim;

   e) provide ministerial administrative assistance to the
      Company in the preparation, maintenance and amendment as
      necessary of its bankruptcy schedules and statements,
      including the creation and administration of a claims
      database upon a review of the claim against the Company's
      estates and the Company's books and records;

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

   g) transmit to the Clerk's Office a copy of the claims
      registers on a regular basis, unless requested by the
      Clerk's Office on a more or less frequent basis; or in the
      alternative, make available (to the Clerk's Office) the
      proof of claim docket on-line via the claims system;

   h) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which
      list shall be available upon request of a party in
      interest or the Clerk's Office;

   i) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      business hours;

   j) record all transfers of claims pursuant to Fed. R. Bankr.
      P. 3001(e) and provide notice of such transfers as
      required by Fed. R. Bankr. P. 3001(e);

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

   l) provide temporary employees to process claims, as
      necessary;

   m) act as balloting agent which will include the following
      services:

        (i) print ballots including the printing of color-coded,
            creditor and shareholder-specific ballots;

       (ii) prepare voting reports by plan class, creditor or
            shareholder and amount for review and approval by
            the Company and its counsel;

      (iii) coordinate mailing of ballots, disclosure statement
            and plan of reorganization or other appropriate
            materials to all voting and non-voting parties and
            provide affidavit of service;

       (iv) establish a toll-free "800" number to receive
            questions regarding voting on the plan;

        (v) solicit acceptances to the plan of reorganization,
            if requested; and

       (vi) receive and tabulate ballots, inspect ballots for
            conformity to voting procedures, date stamp and
            number ballots consecutively, provide computerized
            balloting database services and certify the
            tabulation results;

   n) calculate the disbursement amounts for cash and securities
      to holders of allowed claims after confirmation of a plan
      of reorganization, calculate reserves for disputed claims
      and calculate, if appropriate, interest for specific
      classes of claims;

   o) develop customized disbursement reports for the Company
      and counsel to review and coordinate payments to allowed
      claim holders and/or the issuance of new securities;

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

   q) perform such other administrative and support services
      related noticing, claims, docketing, solicitation and
      distribution as the Company or the Clerk's Office may
      request.

BSI's professional hourly fees are:

            Professional             Designation
            ------------             -----------
            Kathy Gerber             $210 per hour
            Senior Consultants       $195 per hour
            Programmer               $130 to $160 per hour
            Associate                $135 per hour
            Data Entry/Clerical      $40 to $60 per hour
            Schedule Preparation     $225 per hour

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


DOLLAR GENERAL: Opens 7,000th Store in Clovis, New Mexico, Today
----------------------------------------------------------------
Dollar General Corporation (NYSE: DG) is celebrating the grand
opening of its landmark 7,000th store on July 1, 2004, in Clovis,
N.M.

Citing the significance of the occasion, Dollar General's Chairman
and CEO, David Perdue, commented, "The achievement of opening our
7,000th Dollar General store is made possible by the dedicated
employees of our company. This large group of stores allows us to
serve diverse communities and neighborhoods in 29 states. We have
been growing in the West and Clovis is one more step in this
direction."

Perdue added, "Since the beginning, Dollar General has had a
mission of serving others, making it easy for our neighbors to
shop for their everyday needs at value prices in a convenient
setting, close to their homes. Seven thousand stores and millions
of customers later, a dollar is still a dollar at Dollar General
and the proposition of serving others has appeal in New Mexico
just as it does in Florida, Wisconsin and New York."

Each Dollar General store offers a diverse array of merchandise
people need every day including food, health and beauty aids,
cleaning supplies, greeting cards and clothing. Over 1,400
products have a daily price of one dollar or less. Kitchen
utensils, garden decor and picnic-ware are available in time for
Fourth of July celebrations along with a selection of refrigerated
and frozen-food items including milk, cheese, packaged meats and
ice cream.

"Achieving the landmark of 7,000 stores also sends an important
message to our family of employees, that we're here to serve
people who need value, convenience and quality merchandise all
across the country," continued Perdue. "This is the first year we
have opened stores in New Mexico, and we look forward to our
expected expansion in the West."

The Company will also continue the Dollar General commitment to
the advancement of literacy by presenting Clovis Community College
with a grant at a ribbon-cutting ceremony on July 1, 2004, at the
store located at 2009 N. Prince St.

Commenting on the grant, Perdue said, "Dollar General is pleased
to participate in the Clovis community just as we do in all the
communities we call home. Last year, the Dollar General Literacy
Foundation made grants to 136 nonprofit organizations with the
intent of helping support adult basic education, GED preparation,
English as a second language, family literacy and workforce
literacy initiatives. It's one more way we can make life better
for our customers."

                   About Dollar General

Dollar General is a Fortune 500(R) discount retailer. Dollar
General stores offer convenience and value to customers by
offering consumable basic items that are frequently used and
replenished, such as food, snacks, health and beauty aids and
cleaning supplies, as well as a selection of basic apparel,
housewares and seasonal items at everyday low prices. The Company
store support center is located in Goodlettsville, Tennessee.
Dollar General's Web site can be reached at
http://www.dollargeneral.com/

As reported in the Troubled Company Reporter's April 19, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Dollar General Corp. to positive from negative. The revision is
based on a preliminary resolution of the SEC investigation into
accounting changes. The ratings on the company, including the
'BB+' corporate credit rating, were affirmed.

"The ratings on Goodlettsville, Tenn.-based Dollar General reflect
a highly competitive discount retail environment and risks
associated with an aggressive expansion program, somewhat
mitigated by a good market position and satisfactory cash flow
protection," said Standard & Poor's credit analyst Mary Lou Burde.


DOMAN INDUSTRIES: Warrant Exercise Period to Expire on July 19
--------------------------------------------------------------
Doman Industries Limited announces that June 28, 2004 has been set
as the record date for determining affected creditors entitled to
receive Class A and B Warrants pursuant to the Plan of Compromise
and Arrangement sanctioned by the Supreme Court of British
Columbia under the Companies' Creditors Arrangement Act. The
Warrant exercise period expires at 4:00 p.m. EST on July 19, 2004.
A copy of the Warrant documentation may be obtained by accessing
the Company's website at http://www.domans.com/

The Company also announces that effective June 21, 2004, Lumberco,
the newly incorporated company which will acquire all of the
existing solid wood assets of Doman under the Plan, changed its
name to Western Forest Products Inc.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing NBSK pulp. All the Company's
operations, employees and corporate facilities are located in the
coastal region of British Columbia and its products are sold in 30
countries worldwide.


E.DIGITAL CORP: Reports $1.77M Stockholders' Deficit at March 31
----------------------------------------------------------------
e.Digital Corp. (OTC:EDIG) reported revenues for the fiscal year
ended March 31, 2004 totaled $3,418,180, a 32% increase over
fiscal 2003 revenues of $2,597,363. The Company reported a reduced
operating loss for the fiscal year of $2,328,400 versus a loss of
$5,841,920 in fiscal 2003. Net loss per common share for fiscal
2004 was ($0.02) versus ($0.05) in fiscal 2003. The Company
reported $687,397 or a 21% gross profit on revenues in fiscal 2004
compared to a gross loss of $899,695 in fiscal 2003.

"We believe fiscal 2004 marked a turning point for e.Digital as we
increased our revenue and profit margin and significantly lowered
our losses while enhancing our proprietary technology platforms,"
said Fred Falk, president and chief executive officer of the
Company. "This is directly attributable to the dedication and hard
work of our engineering team lead by Atul Anandpura and increasing
original equipment manufacturer and original design manufacturer
demand for customized solutions of our MicroOS(TM)-based
technology platforms."

Falk added, "We made good progress in fiscal 2004, working with
our customers, partners and business associates on the release of
products based on our wireless technology platform (Softeq,
Hewlett Packard and Walt Disney World Resort), our personal video
technology platform (APS, 20th Century Fox, DivXNetworks, DMX,
Ittiam, and Alaska Airlines), and our personal audio technology
platform (Gateway). We expect continued revenue growth in fiscal
2005 through further orders and new releases of OEM/ODM-branded
products based on our proprietary technology platforms."

"We will release information on business and technology
developments as well as provide additional revenue guidance in
early July," concluded Falk.

At March 31, 2004, e.Digital Corporation's balance sheet shows a
stockholders' deficit of $1,774,073 compared to a deficit of
$1,874,227 at March 31, 2003.

                  About e.Digital Corp.

e.Digital Corp. partners with leading original equipment
manufacturers (OEMs) and original design manufacturers (ODMs)
licensing, designing and providing manufacturing services for OEM
and ODM-branded digital video, digital audio and wireless products
based on the Company's proprietary MicroOS(TM)-enabled technology
platforms. e.Digital specializes in the delivery and management of
open and secure digital content through it's Personal Video,
Personal Audio, Automotive, and Wireless technology platforms.
e.Digital's services include the licensing of the Company's
MicroOS(TM), custom software and hardware development, industrial
design, and manufacturing services through the Company's
manufacturing partners. For more information about e.Digital and
its technology platforms, visit the company Web site at
http://www.edigital.com/


EMERGENCY FILTRATION: Plans to Raise Capital to Sustain Operations
------------------------------------------------------------------
Emergency Filtration Products Inc.'s financial statements are
prepared using generally accepted accounting principles applicable
to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business.
The Company has incurred negative cashflow from operations and
significant losses, which have resulted in a working capital
deficiency of $180,558 and a deficit of $8,393,816 at March 31,
2004.

The Company's ability to continue as a going concern may be
dependent upon the success of management's ongoing business plans
which, as explained below, include a) continued product
development efforts, and b) continuing efforts to increase its
product sales in the U.S. and internationally.

It is the intent of management to seek to create additional
revenues through the development and sales of its emergency
respiration equipment and its environmental masks.  The Company is
also currently anticipating raising additional funds during the
next six months through the issuance of additional common shares
in order to raise the necessary capital to sustain operations
until revenues are adequate to cover the costs.  Management can
offer no assurance with respect to its ability to create
additional revenues, obtain additional equity financing or execute
its long-term business plans.

The Company currently does not have, and is not able to generate
sufficient cash from operations to sustain its business efforts as
well as to accommodate its growth plans.  It is management's
intent to seek to create additional revenues through the
development and sales of its emergency respiration equipment and
its environmental masks through potential distribution
agreements currently being negotiated in Taiwan and Japan.

In addition, the Company may receive additional funds of up to
approximately $585,000 through the exercise of common stock
warrants currently outstanding. The Company is also prepared to
enter into bridge loans with existing shareholders during 2004, if
necessary, to fund ongoing operations and to fund the Company's
planned research and development objectives, although no loan
agreements have currently been entered into.  These funds, if
received, will be used for ongoing operations and to fund the
research and development objectives as described below.

If funds are available, the Company intends to bring additional
products to market during the next twelve months, including the
breathing circuit filters, the ELVIS BVM bag, and the continued
marketing and development of the personal environmental masks.
The research and developments costs associated with the ELVIS BVM
device will be the most significant.

The estimated expense for testing, validation and FDA filings for
ELVIS will be approximately $25,000. The commission of molds for
the ELVIS BVM bag will require approximately $20,000 to $30,000
over the next twelve months.

If additional funds are not raised during 2004, or if revenues do
not increase sufficient to cover the Company's operating costs,
the Company will not have the funds needed for these research and
development costs.

The Company has accumulated a deficit of $8,393,816 as of
March 31, 2004, resulting from the continued losses since
inception.  For this and other reasons, its auditors for the
Company's most recent fiscal year ended December 31, 2003,
expressed substantial doubt in their report as to Emergency
Filtration Products' ability to continue operating as a going
concern.

The Company, pursuant to its manufacturing agreement with Weise
Labs, Inc., has used a portion of the funds raised during 2003 for
additional equipment, inventory and operating costs of
approximately $300,000.  These costs were funded using the
proceeds raised from the various private placements during 2003.

Due to the increased exposure and liability for public entities,
the cost of the Company's liability insurance has increased
substantially over the past several years.  The Company's
insurance policies cover general/product, directors and officers,
and employment practices liability.  Currently, the cost of this
insurance coverage is approximately $72,000 annually.  The Company
does not expect the cost to increase substantially, however, over
the next few years.

Cash used by operating activities for the periods ended March 31,
2004 and 2003 was funded primarily by the sale of common stock for
cash during 2003 and shareholder advances.

The Company is continuing to focus on a marketing-driven sales
effort of its medical products and the environmental masks and
associated filters, particularly in the Asian markets, to increase
revenues that will ultimately cover total expenditures.

During its current fiscal year 2004, the Company expects that it
will be able to continue measures that will (i) reduce unnecessary
cash outflows, (ii) increase revenues through its improved
marketing effort; and (iii) raise working capital through the
issuance of stock for services and cash, or other equity or debt
financing.

The Company's business model is intended to be cost-efficient and
emphasizes:  (1) in-house research and development;  (2)
accumulation of intellectual property assets;  (3) ownership of
key production equipment; and (4) outsourcing of all
manufacturing, distribution, warehousing, and order fulfillment.
Accordingly, the Company benefits from low overhead, as well as
the pricing advantages inherent in proprietary specialty products.

The Company has recently begun to receive indications of increased
interest in their products from a number of medical product
distributors and management believes that this increased interest
will lead to stronger financial performance in the near future.


ENRON: Durrel, et al., Asks Court To Lift Stay To Effect Set-Off
----------------------------------------------------------------
Durrel Metal Products, T&W Forge, Inc., Sterling Foundry, Inc.,
and Indiana Steel & Wire, LLC, ask the Court to lift the automatic
stay to effect a set-off against the Enron Corporation Debtors.

The Durrel Claimants timely filed Claim No. 188100 against Enron
Energy Services, Inc., seeking recovery of $357,777 for
obligations arising in connection with their natural gas supply
arrangements with the Debtors.

Leslie A. Berkoff, Esq., at Moritt Hock Hamroff & Horowitz, LLP,
in Garden City, New York, relates that Claim No. 188100 is
secured based on the unpaid obligations owed on account to the
Debtors for $281,952, consisting of:

   -- $132,479 due from ISW;
   -- $21,128 due from Sterling Foundry; and
   -- $128,345 due from T&W Forge.

ISW liquidated its assets for the benefit of its secured lender
in connection with its bankruptcy filing in the U.S. Bankruptcy
Court for the Southern District of Indiana.  Sterling Foundry
discontinued operations in August 2002 and is in the process of
liquidating its assets.

Ms. Berkoff notes that the Debtors objected to the Durrel
Claimants' Claim.  With the agreement of the parties, the
objection hearing has been adjourned from time to time.

As of the Petition Date, the Debtors purportedly owe $377,777 to
the Durrel Claimants.  In turn, the Durrel Claimants owe $281,952
to the Debtors.

According to Ms. Berkoff, Ohio law governs the transactions and
agreements between the Debtors and the Durrel Claimants.  Ohio
law expressly authorizes the set-off of mutual claims between
parties.  Allowing the set-off will effectively extinguish the
$281,952 amount claimed as due to the Debtors and reduce the
amount owed from the Debtors to the Durrel Claimants to $95,825.
(Enron Bankruptcy News, Issue No. 114; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON MAURITIUS: Objects To Maharashtra Power's $12,850,000 Claim
-----------------------------------------------------------------
On October 10, 2002, Maharashtra Power Development Corporation,
Ltd., filed Claim No. 18660 for $12,850,000 against Enron
Mauritius Company.  Maharashtra Power alleges that the Claim is
based on a Share Purchase and Sale Agreement, dated as of
October 13, 1998, with EMC.

Patrick Collins, Esq., at Farrell Fritz, PC, in Uniondale, New
York, relates that the Sale Agreement provides that Maharashtra
Power acquired from EMC 30% of the total shares in Dabhol Power
Company.  Pursuant to the Sale Agreement, if at any time after
the Closing Date, Dabhol reimburses EMC or any of its affiliates
for costs that were taken into account in the calculation of the
Purchase Price, EMC would refund to Maharashtra Power its pro
rata portion of the reimbursement.

Mr. Collins reports that to date, Dabhol has not reimbursed EMC
for the Costs.  Thus, EMC owes no amount to Maharashtra Power.
In addition, as Dabhol is in receivership in India, it is highly
unlikely that it will ever reimburse EMC for the Costs.

Accordingly, EMC objects to Claim No. 18660, and asks the Court
to disallow and expunge it. (Enron Bankruptcy News, Issue No. 114;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON NORTH AMERICA: Objects To Enron Teesside's GBP10.7 Mil Claim
------------------------------------------------------------------
Enron North America Corporation objects to Enron Teesside
Operation Limited's Claim No. 18105 in an amount of not less than
GBP10,693,833 filed on October 8, 2002.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that Claim No. 18105 is unliquidated and based on
amounts ENA allegedly owe to Enron Teesside under a Financial
Hedge Swap, dated December 31, 1998, as supplemented on May 23,
1999 and December 22, 2000.

ENA reviewed the Claim and determined that the Claim is
objectionable because:

   (i) Enron Teesside has not complied with the Financial Swap
       in calculating its claim;

  (ii) Enron Teesside anticipatorily breached and repudiated the
       Financial Swap, and is therefore not owed any money under
       it;

(iii) Enron Teesside miscalculated the amounts, if any, due
       under the Financial Swap;

  (iv) the asserted amounts in the Claim are overstated and
       excessive;

   (v) the asserted amounts in the Claim is not stated in the
       lawful currency of the United States as of the time of
       ENA's bankruptcy petition;

  (vi) Enron Teesside materially breached the Financial Swap and
       is not entitled to any amounts thereunder; and

(vii) Enron Teesside did not attach supporting documents to the
       Claim.

Mr. Dichter notes that the Claim asserts that it is "secured to
the extent of any set off [sic], counterclaim or credit."  The
Claim also asserts administrative priority status, "[t]o the
extent that any portion of the claims are entitled to
administrative priority status."

Mr. Dichter contends that there is no basis for any "set off,
counterclaim or credit" and no basis for administrative status.
Thus, any amounts owing under the Claim should be treated as
unsecured claims.

Pursuant to Section 502 of the Bankruptcy Code and Rule 3007 of
the Federal Rules of Bankruptcy Procedure, ENA asks the Court to
disallow and expunge Claim No. 18105 in its entirety.

To the extent Enron Teesside has not waived its right to submit
documents evidencing and supporting its claim and is able to
provide ENA and the Court with sufficient documentation to
support the Claim, and the Claim is not otherwise disallowed, ENA
proposes to allow the Claim as an unsecured claim, in an amount
the Court will determine. (Enron Bankruptcy News, Issue No. 114;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Fiscal Year 2004 Net Loss Drops to $114 Mil.
----------------------------------------------------------------
Exide Technologies (NASDAQ:XIDE), a global leader in stored
electrical energy solutions, announced results for fiscal year
2004 which ended March 31, 2004. As previously announced, the
Company's Plan of Reorganization became effective on May 5, 2004
and the Company emerged from bankruptcy. All figures are based on
pre-emergence accounting and going forward the Company's financial
results will be based on fresh start accounting.

The consolidated net loss for fiscal 2004 was $114.1 million, or
$4.17 per diluted share as compared to fiscal 2003's net loss of
$140.9 million or $5.14 per diluted share.

Included in fiscal 2004 consolidated net loss were reorganization
items in connection with the bankruptcy of $67.0 million,
restructuring costs of $52.7 million and a charge of $15.6 million
for the cumulative effect of a change in accounting principle.

The change in accounting principle in fiscal 2004 resulted from
the April 1, 2003 adoption of Statement of Financial Accounting
Standards No. 143, which outlines financial accounting and
reporting requirements for obligations associated with the
retirement of tangible long-lived assets and the associated
retirement costs.

Net sales were $2.5 billion for fiscal 2004, up from $2.36 billion
in fiscal 2003. Although sales volumes were lower in all three of
the Company's business segments during fiscal 2004, currency
positively impacted net sales for fiscal 2004 by approximately
$229 million.

"During fiscal 2004, Exide continued execution of our operational
restructuring initiatives, primarily in Europe, while meeting the
needs of our customers despite a delay in our exit from Chapter 11
in North America. With our emergence from Chapter 11 in May 2004,
we are now able to focus our total efforts on meeting the
challenges we face in today's market to deliver long-term value to
our shareholders," said Craig H. Muhlhauser, President and Chief
Executive Officer of Exide Technologies.

               Transportation Business Results

For its Transportation business, the Company reported fiscal 2004
income of $138.7 million before reorganization items, income
taxes, minority interest and cumulative effect of change in
accounting principle, versus $146.4 million in fiscal 2003.

Net sales for the Transportation business were $1.58 billion for
fiscal 2004 versus $1.49 billion for fiscal 2003. Transportation
revenues in North America declined slightly due to reduced unit
volumes in both the aftermarket and original equipment channels,
while European volumes declined principally in the original
equipment channel following the loss of certain original equipment
business. European selling prices were lower in fiscal 2004,
principally because of competitive pricing pressures. Currency
positively impacted Transportation net sales in fiscal 2004 by
approximately $120 million.

               Motive Power Business Results

For its Motive Power business, the Company reported fiscal 2004
income of $7.9 million, before reorganization items, income taxes,
minority interest and cumulative effect of change in accounting
principle versus $16.0 million in fiscal 2003.

Net sales for the Motive Power business in fiscal 2004 were $527.2
million versus $475.2 million for fiscal 2003. Lower sales volumes
and competitive pricing pressures in Europe, including the impact
of Asian imports, within both the original equipment and
aftermarket channels were partially offset by higher volumes in
North America. Currency positively impacted Motive Power net sales
in fiscal 2004 by approximately $66 million.

               Network Power Business Results

For its Network Power business, the Company reported fiscal 2004
income of $10.9 million, before reorganization items, income
taxes, minority interest and cumulative effect of change in
accounting principle, versus a net loss of $16.8 million in the
prior year.

Net sales for the Network Power business were $395.1 million in
fiscal 2004 versus $391.9 million for fiscal 2003. Sales volumes
were lower due to reductions in European military shipments in
fiscal 2003 and competitive price pressures, offset partially by
higher volumes in North America. Currency positively impacted
Network Power net sales in fiscal 2004 by approximately $43
million.

                     Restructuring

Throughout fiscal year 2004, Exide continued implementation of its
financial and operational restructuring initiatives. The Company
successfully concluded its financial reorganization on May 5,
2004, emerging from Chapter 11 with a new capital structure. The
key accomplishments of the financial reorganization included debt
reduction of 70%, or approximately $1.3 billion, reduction of
annual interest burden by approximately $70 million and new
financing to support the needs of the business.

In addition, the Company continues to streamline and simplify its
global operations through a number of cost reduction, quality and
productivity initiatives throughout the world. These initiatives
involve the closure or consolidation of certain manufacturing and
distribution facilities, reductions in salaried personnel, and
further improvements in quality and productivity through EXCELL,
the Company's lean supply chain process improvement initiative.

On Thursday, July 1, 2004, at 9:30 AM Eastern Time management will
broadcast its discussion of year-end results and general business
operations. Information on the Company's broadcast is available at
http://www.exide.com/investor_relations.html/

                          About Exide

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.


FALCON PRODUCTS: NYSE Accepts Plan for Continued Listing
--------------------------------------------------------
Falcon Products, Inc. (NYSE: FCP), a leading manufacturer of
commercial furniture, announced that the New York Stock Exchange
has accepted the Company's proposed plan to attain compliance with
the NYSE's continued listing standards.

As a result of the NYSE's decision to accept the proposed plan,
the Company's listing on the NYSE will continue, subject to
quarterly monitoring by the Listings and Compliance Committee of
the NYSE for compliance with the goals and initiatives as outlined
in the plan. Failure to achieve the plan's financial and
operational goals will result in the Company being subject to NYSE
trading suspension and delisting. The Company had previously
announced on May 3, 2004, that it was not in compliance with the
NYSE minimum continued listing standards with respect to market
capitalization and total equity.

"We appreciate the acceptance by the NYSE of our business plan. We
continue to pursue opportunities that will improve our financial
performance and believe that the Company can achieve the plan's
objectives," Franklin A. Jacobs, chairman and chief executive
officer, stated.

"Our strategy to return to profitability is focused on achieving
operating efficiency and cost reduction, maintaining fiscal
control and liquidity and moving sales ahead of improved industry
fundamentals," Mr. Jacobs said.

On June 15, 2004, Falcon Products reported improved results on a
consecutive quarter basis, returning to positive EBITDA in the
second quarter and increasing its gross margin to 23.4% in the
second quarter, compared to 15.4% in the first quarter.

Falcon Products' Thonet division recently won the prestigious
"Best of NeoCon(R)" Gold Award in the healthcare furniture
category for its patented CX line presented at the NeoCon World's
Trade Fair on June 14, 2004. "This award is just one indication
that we are successfully reducing cost without sacrificing quality
and positions us to take advantage of improvements we are
beginning to see in the hospitality, institutional, and restaurant
sector," Jacobs noted.

                     About the Company

Falcon Products, Inc. is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force. Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market. Falcon,
headquartered in St. Louis, Missouri, currently operates 8
manufacturing facilities throughout the world and has
approximately 2,100 employees.

As reported in the Troubled Company Reporter's March 22, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on furniture manufacturer Falcon Products Inc. to
'CCC' from 'B-', and lowered its subordinated debt rating on the
company to 'CC' from 'CCC'. The outlook is negative.

"The downgrade on St. Louis, Missouri-based Falcon Products Inc.
reflects the lower than expected profitability resulting from the
continued softness within the furniture segments the company
serves, as well as the company's breach of certain bank
covenants," said Standard & Poor's credit analyst Martin S.
Kounitz.


FARMLAND IND: Trustee Makes Initial Distribution to Creditors
-------------------------------------------------------------
JP Morgan Trust Company, National Association, the Liquidating
Trustee for the Farmland Industries bankruptcies will begin making
its initial distributions to creditors Wednesday, mailing checks
totaling more than $421 million. These payments are made pursuant
to a Plan approved by the United States Bankruptcy Court for the
Western District of Missouri. Holders of allowed claims in classes
1,2,3,4,6,10,12,14 and 16 will be paid $53 million, representing
100% of their claims.

As a result of the initial distributions of $368 million,
subordinated certificate holders (Class 5), and general unsecured
creditors of Farmland Industries (Class 7) will receive 64% and
65% respectively of their total allowed claims. There will be a
second distribution to creditors in these classes before the end
of the year. As disputed claims are resolved and remaining assets
are liquidated, there should be additional distributions.

Steve Rhodes, President of the Reorganized FLI, Inc. (an entity
which assists the Liquidating Trustee in the wind-down process),
said, "We are pleased to have reached this stage of the cases --
sending checks to creditors."

Some class 4 and class 5 bondholders have not yet mailed their
subordinated certificates or demand certificates to the
Liquidating Trustee. Under the Plan, the deadline for submitting
the certificates is April 30, 2005. "We have reserved sufficient
funds for payment, but we can't make a distribution to a
bondholder unless the certificates are returned to the Liquidating
Trustee, or until those people who have lost their certificates
file a Lost Instrument Affidavit in lieu of the certificates,"
Rhodes said.

Bondholders should mail their bonds/certificates to either of the
following addresses:

By mail only:                       By mail or overnight service:
-------------                       -----------------------------
FI Liquidating Trust                FI Liquidating Trust
Attn: Certificates                  Attn: Certificates
P.O. Box 7469                       8475 Western Way, Suite 110
North Kansas City, MO  64116-7469   Jacksonville, FL  32256

To aid all creditors, the Liquidating Trustee has set up a call
center. Creditors with any questions regarding the Farmland
Industries bankruptcy may call 1-888-759-4429, Monday thru Friday
from 8:00 a.m. to 4:30 p.m. Central Daylight Time.

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.


FEDERAL-MOGUL: Carter Fuel Facility Passes TS 16949 Audit
---------------------------------------------------------
Federal-Mogul Corporation's (OTCBB:FDMLQ) fuel delivery products
manufacturing facility in Logansport, Ind., has been recommended
for certification to the ISO/TS 16949 global automotive quality
standard. The 170,000-square-foot plant manufactures a broad range
of premium original equipment and OE-quality replacement fuel
system components marketed under the Carter(R) Fuel Delivery
Products brand.

"ISO/TS certification is a relatively new quality benchmark for
global manufacturers of original equipment automotive components
and systems. Federal-Mogul's approval for certification
underscores the company's unique emphasis within the aftermarket
on providing fuel delivery products that ensure 'OE fit and
form'," according to Greg Flake, director of operations for
Federal-Mogul.

"The new ISO/TS standard is built exclusively around the needs and
expectations of the customer," Flake said. "This certification is
an important quality indicator for technicians who specify and
install replacement fuel delivery components. These professionals
too often suffer customer comebacks and lost profitability caused
by replacement fuel components that don't meet the performance and
quality standards of the original part. The Carter product line
eliminates these concerns."

Built in 1990, the Logansport manufacturing facility produces
mechanical and electric fuel pumps and complete fuel delivery
modules for customers worldwide. Already certified to the QS 9000
and ISO 140001 standards, the plant employs approximately 430.
Logansport employees spent a year preparing for the ISO/TS audit,
according to the facility's quality manager, Darlene Lytle.

"There was a great deal of time and energy invested in mapping
each process within our facility, and training not only our
employees but all of our suppliers on the requirements of the new
standard," Lytle said. "Considering the magnitude of the project,
we're very pleased to have passed our TS audit on the first try."

Carter Fuel Delivery Products include a wide range of innovative
mechanical and electrical fuel pumps, assemblies and related
components for most domestic and foreign nameplate vehicles.
Federal-Mogul's exclusive insight to OE engine and fuel system
technologies helps Carter engineers develop products that thrive
in even the most demanding replacement applications. In addition,
the brand's popular preassembled fuel pump modules and solutions-
based replacement harnesses help technicians reduce
troubleshooting and installation time while ensuring a more
complete, lasting repair.

For more information on Carter Fuel Delivery Products, contact
your Carter supplier or write to: Carter Fuel Marketing, Federal-
Mogul Corp., 26555 Northwestern Highway, Southfield, MI 48034.
Product and promotional information also are available online at:
http://www.federal-mogul.com/carter/

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


FIBERMARK: Hale and Dorr Continues as Special Counsel
-----------------------------------------------------
FiberMark, Inc., and its debtor-affiliates want to continue their
employment of Hale and Dorr LLP in their chapter 11 cases as
Special Counsel.

Hale and Dorr has represented the Debtors since 1997 as their
general outside counsel in connection with a variety of matters,
including corporate, securities, environmental, litigation,
intellectual property, commercial, labor, tax, and other matters

In this retention, the Debtors tell the U.S. Bankruptcy Court for
the District of Vermont, Hale and Dorr will perform limited
professional services in connection with:

   a. representing the Debtors with respect to general corporate
      and securities matters including, without limitation,

        (i) compliance with the Securities Act of 1933, as
            amended and the Securities Exchange Act of 1934, as
            amended, AMEX, NASDAQ or other exchange listing
            rules and regulations and other federal and state
            securities laws,

       (ii) all Securities and Exchange Commission matters,

      (iii) advising the Board of Directors of the Debtors with
            respect to corporate governance and other related
            matters, and

       (iv) assisting the Debtors' bankruptcy counsel with
            respect to matters relating to the debtor in
            possession financing and related financing of the
            Debtors' subsidiaries in Germany, the United
            Kingdom, France and Hong Kong;

   b. representing one or more of the Debtors in connection with
      environmental matters, including, without limitation, with
      respect to prosecuting and defending pending and
      threatened environmental matters and environmental-related
      litigation involving one or more of the Debtors, as
      requested by the Debtors;

   c. representing one or more of the Debtors with respect to
      the prosecution, maintenance, defense and enforcement of
      their intellectual property rights, as requested by the
      Debtors;

   d. representing one or more of the Debtors in connection with
      certain real estate matters, including, without
      limitation, dispositions of properties in Rochester,
      Michigan and Johnston, Rhode Island; provided that any
      bankruptcy approval required for such matters will be
      pursued by the Debtors' bankruptcy counsel; and

   e. representing one or more of the Debtors in connection with
      other matters, as requested by the Debtors, including
      matters with respect to which the Debtors' bankruptcy
      counsel, Skadden or OEB, has or may have a conflict.

Mitchel Appelbaum, Esq., a partner of the firm, discloses Hale and
Dorr's hourly billing rates:

         Designation                      Billing Rate
         -----------                      ------------
         Partners                         $450 to $750 per hour
         Of Counsel                       $270 to $425 per hour
         Junior Partners                  $360 to $420 per hour
         Associates                       $215 to $360 per hour
         Paralegals and Legal Assistants  $65 to $185 per hour

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


FIRST FRANKLIN: Fitch Assigns Low-B Ratings to Classes B-1 & B-2
----------------------------------------------------------------
First Franklin Mortgage Loan Trust, asset-backed certificates,
series 2004-FFH2 $920,400,000 classes A-1, A-2, A-3 and A-4 are
rated 'AAA' by Fitch.
In addition:

     --$42,600,000 class M-1 certificates are rated 'AA+';

     --$42,000,000 class M-2 certificates are rated 'AA';

     --$25,200,000 class M-3 certificates are rated 'AA-';

     --$24,000,000 class M-4 certificates are rated 'A+';

     --$21,600,000 class M-5 certificates are rated 'A';

     --$21,600,000 class M-6 certificates are rated 'A-';

     --$19,200,000 class M-7 certificates are rated 'BBB+';

     --$18,600,000 class M-8 certificates are rated 'BBB';

     --$16,800,000 million class M-9 certificates are
       rated 'BBB-';

     --$19,200,000 privately offered B-1 certificates are
       rated 'BB+';

     --$13,800,000 privately offered B-2 certificates are
       rated 'BB'

The 'AAA' rating on the senior certificates reflects the 23.30%
total credit enhancement provided by the 3.55% class M-1, the
3.50% class M-2, the 2.10% class M-3, the 2.00% class M-4, the
1.80% class M-5, the 1.80% class M-6, the 1.60% class M-7, the
1.55% class M-8, the 1.40% class M-9, the 1.60% and 1.15%
privately offered classes and the 1.25% initial
overcollateralization. All certificates have the benefit of
monthly excess cash flow to absorb losses. In addition, the
ratings reflect the quality of the loans, the integrity of the
transaction's legal structure as well as the capabilities of Saxon
Mortgage Services, Inc., as servicer and Wells Fargo Bank, N.A.,
as Trustee.

As of the cut-off date, June 1, 2004, the mortgage loans have an
aggregate balance of $900,000,004. The weighted average loan rate
is approximately 7.253%. The weighted average remaining term to
maturity is 358 months. The average outstanding principal balance
of the mortgage loans is approximately $153,009. The weighted
average original loan-to-value ratio is 99.37% and the weighted
average Fair, Isaac & Co. score was 651. The properties are
primarily located in California (11.02%), Florida (10.63%) and
Ohio (7.34%).

On the closing date, the depositor will include approximately
$50,000,000 of mortgage loans to be included as part of the trust.
In addition, on the closing date, the depositor will deposit
approximately $250,000,000 into a pre-funding account. The amount
in this account will be used to purchase subsequent mortgage loans
after the closing date and on or prior to August 30, 2004.


FLEMING COMPANIES: Agrees To Resolve Disputes With Wisconsin DWD
----------------------------------------------------------------
The Fleming Companies, Inc. Debtors sold or closed certain
operations in the State of Wisconsin located in Antigo, Wauwatosa,
Brookfield, Kenosha (18th Street), and Waukesha before the
Petition Date, and closed other Wisconsin operations located in
Marshfield, Superior, Racine, Pewaukee, Kenosha (52nd Street),
Wausau, Greenfield (S. 76th and South 27th Street), Menomonee
Falls, and Brown Deer after the Petition Date.

The Wisconsin Department of Workforce Development asserts
authority to represent persons employed by Wisconsin employers to
recover wages and benefits owed but unpaid to those employees as
a result of the plant closures in Wisconsin.  The DWD received
complaints from some former employees of the closed Fleming
locations that the Debtors owed them wages and other amounts as a
result of the sale or closure of the Locations.  The DWD
investigated and, in June of 2003, filed a Notice of Wage Lien
with the Wisconsin Department of Financial Institutions, as well
as with the Waukesha County Clerk of Circuit Court, and served
the Debtors' Wisconsin agent.  The DWD alleges that these actions
perfect a lien for the owed wages on all of Fleming's real and
personal property in Wisconsin.  The DWD asserts that its lien is
senior to all claims and liens except the liens of the Debtors'
secured lenders.

In September 2003, the DWD filed a proof of claim for
approximately $10 million, unspecified portions of which were
secured, priority, and unsecured claims.  The Debtors dispute the
amount of the DWD claim as well as the validity, priority and
extent of the DWD lien.  The Debtors contend that the DWD lien is
valueless because, after satisfying the claims of their senior
secured lenders, there is no value left in the Debtors' Wisconsin
properties to secure the DWD lien under the terms of the
Bankruptcy Code.  The Debtors also asserted defenses to liability
under the Wisconsin Business Closing Statute.  The Debtors argued
that proper notice had in fact been given to the employees --
which the DWD disputes -- and that unforeseen circumstances, such
as a loss of a major customer or failure of a purchaser to employ
the former employees at the sold locations, or the faltering
business exception, excused the failure to give greater notice to
the employees than that which Fleming provided.

The DWD, represented by Richard E. Braun, Esq., Assistant
Attorney General in Madison, Wisconsin, and the Fleming Debtors,
through Rebecca A. Roof, Interim Chief Financial Officer, and
represented by Scotta E. McFarland, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub, PC, in Wilmington, Delaware,
reached a settlement of the dispute.  By this motion, the Debtors
ask Judge Walrath to approve the settlement.

The primary terms of the settlement affecting the Debtors are:

    -- The Prepetition Closing Settlement

       (1) The Debtors consent to all of the DWD determinations
           with respect to the Locations closed or sold before
           the Petition Date;

       (2) The DWD agrees to waive any surcharges, claims for
           increased wages under Wisconsin law, interest,
           attorney's fees, or like charges it has assessed or
           has authority to seek or assess as to the prepetition
           Locations;

       (3) The stipulated prepetition Location determinations by
           the DWD will entitle it to (i) a secured claim for
           $200,000, which the Debtors will pay to the Employees
           on the Effective Date of the Plan, and (ii) an
           allowed, general, unsecured claim for $443,989.94, in
           settlement of any remaining amounts due;

       (4) The DWD will vote its unsecured claim to accept the
           Plan and will receive distributions on the claim as
           provided in the Plan;

       (5) All distributions contemplated by the settlement will
           be made directly to the appropriate Employees, not to
           the DWD;

       (6) Each of the employees receiving distributions under
           the settlement who worked at the prepetition Locations
           will receive amounts determined by the DWD;

    -- The Postpetition Closure Settlement

       (7) The Debtors consent to all of DWD's determinations
           with respect to the postpetition closures;

       (8) As to the postpetition closures, DWD agrees to waive
           any fines, surcharges, penalties, or other related
           amounts it has assessed or could have assessed, and
           as to the Superior Location, the amounts due are
           reduced by 25% to $1,609,570.78;

       (9) The settlement amount for postpetition closings will
           be treated as an administrative claim for
           $1,918,973.85, and will be paid to the affected
           employees directly in the amounts directed by the DWD;

      (10) All employees affected by the settlement who are
           also members of United Food and Commercial Workers,
           Local 1444, with which the Debtors have also settled,
           will have their amounts payable under the settlement
           with Local 1444 reduced by the amounts received and
           to be received under the DWD settlement;

      (11) All taxes and other appropriate amounts will be
           withheld from the distributions, and the employees
           will receive a W-2 form so stating; and

      (12) The DWD will release its lien after the cash
           distributions to the employees.

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)


GE CAPITAL: Fitch Takes Rating Actions On Various Equity Issues
---------------------------------------------------------------
Fitch Ratings has taken rating actions on the following GE Capital
home equity loan pass-through certificates:

         Series 1996-HE3:

                    --Class A5 affirmed at 'AAA'.

         Series 1997-HE1:

                    --Class A4 affirmed at 'AAA';
                    --Class A5 affirmed at 'AAA';
                    --Class M affirmed at 'A'.

         Series 1997-HE4:

                    --Class A6 affirmed at 'AAA';
                    --Class A7 affirmed at 'AAA';
                    --Class M affirmed at 'AA';
                    --Class B1 downgraded to 'B' from 'BB';
                    --Class B2 remains at 'C'.

         Series 1998-HE1:

                    --Class A6 affirmed at 'AAA';
                    --Class A7 affirmed at 'AAA'.

         Series 1998-HE2:

                    --Class A6 affirmed at 'AAA';
                    --Class A7 affirmed at 'AAA'.

         Series 1999-HE1:

                    --Class A6 affirmed at 'AAA';
                    --Class A7 affirmed at 'AAA';
                    --Class M affirmed at 'AA';
                    --Class B1 affirmed at 'A';
                    --Class B2 downgraded to 'CCC' from 'BB' and
                      removed from Rating Watch Negative;
                    --Class B3 remains at 'C'.

         Series 1999-HE2:

                    --Class A5 affirmed at 'AAA';
                    --Class A6 affirmed at 'AAA'.

         Series 1999-HE3:

                    --Class A5 affirmed at 'AAA';
                    --Class A6 affirmed at 'AAA';
                    --Class M affirmed at 'AA';
                    --Class B1 affirmed at 'A';
                    --Class B2 affirmed at 'BBB';
                    --Class B3 downgraded to 'CCC' from 'B' and
                      removed from Rating Watch Negative.

The negative rating actions on series 1997-HE4, 1999-HE1, and
1999-HE3 are taken due to the level of losses incurred and the
high delinquencies in relation to the applicable credit support
levels as of the June 2004 distribution date.


GENTEK INC: Angelo Gordon Acquires 1,240 Shares Of Common Stock
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on May 21, 2004, John M. Angelo and Michael L. Gordon
of Angelo, Gordon & Co., LP, disclose that they acquired 1,240
shares of GenTek Inc. common stock, par value $39.90 per share, as
of May 19, 2004.

The GenTek shares were initially granted to Mr. Bruce Martin as
director compensation.  Mr. Martin is an employee Director of
Angelo Gordon, a Delaware limited partnership.  Immediately upon
the grant, Mr. Martin transferred the GenTek shares without
consideration to the account of AG Capital Funding Partners, LP,
a Delaware limited partnership, and Silver Oak Capital, LLC, a
Delaware limited liability company, pursuant to Mr. Martin's
employment agreement with Angelo Gordon.  The distribution was
made to AG Capital and Silver Oak pro-rata in relation to their
investment in GenTek.

Mr. Angelo reports that 112 of the acquired GenTek shares are
held for AG Capital.  Angelo Gordon is the managing member of AG
Capital Funding Investors, LLC, a Delaware limited liability
company, and the general partner of AG Capital.

Mr. Angelo reports that 1,128 of the acquired GenTek shares are
held for Silver Oak.

Messrs. Angelo and Gordon are the controlling members of Silver
Oak and also serve as general partners of AG Partners, LP, the
sole general partner of Angelo Gordon.  In addition, Mr. Angelo
serves as chief executive officer of Angelo Gordon.  Mr. Gordon
serves as chief operating officer.

Messrs. Angelo and Gordon disclose they now own 10% of GenTek.  A
full-text copy of the disclosure is available at no charge at:


http://sec.gov/Archives/edgar/data/1077552/000106468104000003/xslF345X02/edg
ar.xml

Messrs. Angelo and Gordon may be deemed to have voting and
dispositive power over the GenTek shares and other securities
held for the accounts of AG Capital and Angelo Gordon. (GenTek
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


GLOBALNET INTERNATIONAL: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: GlobalNet International LLC
        100 Park Avenue, 16th Floor
        New York, New York 10007

Bankruptcy Case No.: 04-14488

Type of Business: The Debtor is engaged in the wholesale global
                  telecommunications business.

Chapter 11 Petition Date: June 30, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue, 5th Floor
                  New York, NY 10022
                  Tel: 212-754-9400
                  Fax: 212-754-6262

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
MCI WorldCom Network          Trade                  $17,000,000
Services, Inc.                Value of security:
6929 N. Lakewood              $800,000
Mail Drop 5.2-510
Tulsa, OK 74117

Cisco Systems Capital         Trade                   $2,676,102
Corporation
500 Northridge Road
Suite 800
Atlanta, GA 30350

Access Communications Corp.   Trade                     $865,800
5215 N. O'Connor Rd.
Irving, TX 75039

Time Warner Telecom CDR Line                            $170,258

UUNET                                                    $49,279

Global Crossing                                          $43,388

ICG Telecom Group                                        $30,971

Acqua Communication                                      $27,457

Ntera, Inc.                                              $19,850

Emergent Network Solutions,                              $15,184
Inc.

PhoenixSoft, Inc.                                        $15,000

Liner Yankelevitz Sunshine &                             $14,445
Regenstreif

Broadwing Communications                                 $12,265
Services, Inc.

Interwest Transfer Company                                $7,815

Global Star Avrasya                                       $6,135

Internap                                                  $5,664

Geolution International Inc.                              $4,600

Directs R Us                                              $4,194

Global Network Telephone                                  $3,060

Transaction Network Services                              $2,284
Inc.


HAYNES INTERNATIONAL: Court Approves Disclosure Statement
---------------------------------------------------------
Haynes International, Inc. announced that the U.S. Bankruptcy
Court for the Southern District of Indiana has approved the
Disclosure Statement filed in connection with the Company's Joint
Plan of Reorganization.

The Bankruptcy Court also authorized the Company to begin
soliciting approval from its creditors for its Plan of
Reorganization and, ultimately, to seek an Order confirming the
Plan.

At a hearing Monday in Indianapolis, the Honorable Anthony J. Metz
III ruled that the Company's Disclosure Statement contained
adequate information for the purposes of soliciting creditor
approval for the Plan.

A confirmation hearing for the Court to consider approval of the
Plan has been scheduled for August 16, 2004. By July 8, 2004,
Haynes will mail notice of the confirmation hearing and begin the
process of soliciting approvals for the Plan from qualified claim
holders. Assuming that the requisite approvals are received and
the Bankruptcy Court confirms the Plan in August, Haynes presently
expects to emerge from Chapter 11 reorganization no later than
August 30, 2004.

Haynes President and Chief Executive Officer, Francis J. Petro,
said, "We are extremely pleased by the Court's approval of our
Disclosure Statement, which is a key step toward the Company's
successful emergence from Chapter 11. We are still on target to
emerge from Chapter 11 by the end of the summer in a stronger and
more financially stable position. We are very pleased to have the
support of the Creditors' Committee and our majority equity holder
for our Plan."

               The Disclosure Statement

The Disclosure Statement should be reviewed with respect to the
specific items of the proposed distributions to be made to
creditors and current stockholders, as well as other information
relevant to the Plan of Reorganization. The Disclosure Statement
includes information about financial projections through fiscal
year 2006; the details of the proposed Plan of Reorganization, an
estimated range of Haynes' enterprise value upon emergence from
Chapter 11, including support for the "best interest" requirement
under the Bankruptcy Code; and a description of the events leading
up to the filing of the Chapter 11 cases.

As set forth in the projections, Haynes is optimistic that the
positive financial trends that it has experienced in recent months
will continue, including increased sales in each of its major
markets. "As we emerge from Chapter 11, we intend to continue to
service our customers and capitalize on the increased customer
demand for our products. We are confident that with continued
support from our vendors and the $100 million exit financing that
we have arranged, we will be able to grow our business," Petro
said. "We are appreciative of the support that we have received
during our restructuring from our vendors, customers and
employees, all of whom have allowed us to use this process to lay
the foundation for our future success."

               The Plan of Reorganization

As previously reported, the proposed Plan of Reorganization
incorporates the terms of the restructuring agreement reached
prepetition, which provides that holders of Haynes' Senior Notes
will exchange $140 million of 11 5/8% Senior Notes due September,
2004 for 96% of the equity in the reorganized company. Haynes is
privately held and its current majority equity holder has agreed
to the cancellation of its current equity interests in exchange
for its pro rata share of 4% of the equity in the reorganized
company which, upon the company's emergence from Chapter 11, will
be distributed to the current holders of the company's common
stock. The Plan of Reorganization currently provides that the
Company's trade creditors will be paid in full in cash when their
claims are ultimately allowed. The other two key components of
Haynes' restructuring, the modification of its collective
bargaining agreement with the USWA and the commitment for exit
financing received from Congress Financial Corporation (Central),
are already in place.

                  Solicitation Timetable

The solicitation timetable authorized by the Bankruptcy Court is
as follows:

   -- June 25, 2004 is the Record Date. Certain holders of claims
      as of this date will receive the mailing from Haynes and be
      entitled to vote on the Plan.

   -- July 6, 2004 is the last day for Haynes to file objections
      to claims that would prevent a claimholder from voting on
      the Plan unless the claimholder obtains temporary allowance
      of the claim from the Bankruptcy Court.

   -- July 8, 2004 is the last day for Haynes to mail its
      solicitation packages.

   -- July 23, 2004 is the deadline by which creditors must file
      motions to seek temporary allowance of claims (for voting
      purposes only) that have been objected to by Haynes or must
      otherwise be temporarily allowed in order to be permitted to
      vote on the Plan.

   -- Beginning on August 2, 2004, copies of the exhibits to the
      Plan will be filed with the Bankruptcy Court and can be
      obtained electronically from the Company's claims and voting
      agent at http://www.kccllc.com/or the Bankruptcy Court at
      http://www.insb.uscourts.gov/

   -- August 9, 2004 is the Voting and Objection Deadline. This is
      the deadline for receipt of ballots on the Plan of
      Reorganization and for filing objections with the Bankruptcy
      Court to confirmation of the Plan.

   -- August 16, 2004 is the confirmation hearing.

   -- August 30, 2004 is the date targeted for Haynes' emergence
      from Chapter 11.

Haynes International, Inc., develops, manufactures and markets
technologically advances, high performance alloys primarily for
use in the aerospace and chemical processing industries. The
company, along with its affiliates, filed for chapter 11
protection (Bankr. S.D. Ind. Case No. 04-05264) on March 29, 2004
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
and Jeffrey A. Hokanson, Esq., at Ice Miller represent the Debtors
in their restructuring efforts.  When Haynes filed for chapter 11
protection, it listed total assets of $187,000,000 and total debts
of $362,000,000.


HEADLINE MEDIA: Equity Deficit Nears $9 Million at May 31, 2004
---------------------------------------------------------------
Headline Media Group Inc. (TSX: HMG) discloses financial results
for the three months and nine months ended May 31, 2004.

                        HIGHLIGHTS

    -  Net income from continuing operations before interest,
       income taxes, depreciation and amortization for the Company
       for the three months ended May 31, 2004 was $1.0 million,
       an increase of $0.3 million from $0.7 million in the same
       period last year.

    -  Net income from continuing operations before interest,
       income taxes, depreciation and amortization for the Company
       for the nine months ended May 31, 2004 was $0.7 million, an
       improvement of $1.6 million from a loss of $0.9 million in
       the same period last year.

    -  Net income before interest, income taxes, depreciation and
       amortization for The Score Television Network for the three
       months ended May 31, 2004 was $1.3 million compared to
       $0.6 million in the prior year, resulting in an improvement
       in operating performance of $0.7 million.

    -  Net income before interest, income taxes, depreciation and
       amortization for The Score Television Network for the nine
       months ended May 31, 2004 was $2.1 million compared to
       $0.2 million in the prior year, resulting in an improvement
       in operating performance of $1.9 million.

    -  Net income for the Company for the three months ended
       May 31, 2004 was $0.4 million, compared to $0.3 million in
       the prior year, an improvement of $0.1 million.

    -  Net loss for the Company for the nine months ended
       May 31, 2004 was $1.2 million, an improvement of
       $3.4 million from a loss of $4.6 million in the same period
       last year.

    -  The Company anticipates closing the sale of the Canadian
       operations of PrideVision TV in the fourth quarter of
       fiscal 2004 and on closing anticipates realizing a gain on
       sale of approximately $1.6 million.

                   Consolidated Results

              Three Months Ended May 31, 2004

Revenue for the third quarter decreased by $2.2 million to
$6.5 million compared to $8.7 million in the prior year. This
decrease was due to $2.3 million lower revenue in St. Clair
attributable to lower advertising contracts offset by an increase
of $0.1 million at The Score.

Operating expenses excluding rights fees decreased by $1.0 million
during the quarter to $5.2 million compared to $6.2 million in the
prior year. Operating expenses at The Score were approximately
$0.5 million higher in the quarter, reflecting additional program
related expenses. Operating expenses at St. Clair were $1.5
million less than the prior year, due primarily to the reduction
in publishing expenses associated with print properties that were
not renewed.

Program rights expenses were $0.2 million during the quarter,
compared to $1.8 million in the prior year. Program rights for the
quarter were $0.2 million at The Score and $(0.04) million at St.
Clair versus $1.2 million and $0.6 million respectively in the
prior year. The reduction in program rights at The Score reflects
lower program rights fees on World Wrestling Entertainment
properties as well as lower program rights costs for other
programs. The reduction in program rights at St. Clair reflects
lower program rights fees due to the discontinuance of certain
print properties.

Net income from continuing operations before interest, income
taxes, depreciation and amortization was $1.0 million during the
quarter, an improvement of $0.3 million from net income of $0.7
million in the same period last year.

Interest expense for the third quarter was approximately $0.3
million compared to approximately $0.4 million in the prior year.
The decrease of approximately $0.1 million reflects the repayment
of a $2.0 million credit facility in August 2003 at The Score and
no increase in debt at the parent Company.

Depreciation and amortization expense of $0.3 million in the third
quarter was comparable to the prior year. For the three months
ended May 31, 2004 and 2003, fixed asset additions were
negligible.

Net income for the three months ended May 31, 2004 was $0.4
million or $0.00 per share based on a weighted average 82.6
million Class A Subordinate Voting Shares and Special Voting
Shares outstanding compared to $0.3 million in the prior year or
$0.00 per share based on a weighted average 66.3 million
Class A Subordinate Voting Shares and Special Voting Shares
outstanding.

                The Score Television Network

Revenues for The Score increased $0.1 million from $5.5 million
for the three months ended May 31, 2003 to $5.6 million for the
three months ended May 31, 2004. As at May 31, 2004, The Score had
approximately 5.5 million paying subscribers.

Operating expenses were $4.4 million in the quarter, compared to
$4.9 million in the prior year, representing a decrease in
operating expenses of $0.5 million. The Score's program rights
expenses decreased by $1.0 million to $0.2 million in the quarter
compared to $1.2 million in the prior year reflecting lower
program rights fees for World Wrestling Entertainment
properties. Other operating expenses increased by approximately
$0.5 million during the quarter compared to the prior year.

Income before interest, income taxes, depreciation and
amortization for the third quarter was $1.3 million compared to
$0.6 million in the prior year, resulting in an improvement in
operating performance of $0.7 million.

                        St. Clair

Revenue for St. Clair was $0.9 million in the third quarter
compared to $3.1 million in the prior year. The decrease in
revenue of $2.2 million reflects the fact that St. Clair did not
renew the publishing rights for Maple Leaf Sports and
Entertainment's programs for the Toronto Maple Leafs and
Toronto Raptors 2003/04 season, and as a result, sales contracts
that included packaged advertising did not renew. In addition, St.
Clair restructured its sponsorship contracts for the Canadian
Curling Association and World Curling Federation (WCF), and as a
result, revenues were expected to decline, but the profitability
from these contracts is expected to remain unaffected.

Operating expenses were $0.6 million in the quarter, compared to
$2.5 million in the prior year, representing a decrease in
operating expenses of $1.9 million. The decrease in expenses
primarily reflects lower printing and production costs as a result
of the discontinuance of a publication property, and lower
promotional and selling expenses on the CCA/WCF contracts
as compared to the prior year.

Income before interest, income taxes, depreciation and
amortization for the third quarter was $0.4 million compared to
income of $0.6 million in the prior year.

During the third quarter, St. Clair continued to restructure its
operations and entered into a joint venture with another
organization for the production of Performance magazine as part of
the wind down of the St. Clair business unit.

                        Corporate

Operating expenses and the loss before interest, income taxes,
depreciation and amortization for the Corporate group were $0.5
million in the third quarter, which was consistent with prior
year.

              Nine months Ended May 31, 2004

Revenues for the nine months ended May 31, 2004 decreased to
$18.4 million from $23.9 million for the same period last year.
Advertising revenues decreased by $5.8 million due to the
restructuring of St. Clair's operations. Subscriber fee revenue
increased by $0.4 million reflecting an increase in the number of
subscribers for The Score.

Operating expenses excluding rights fees were $16.0 million for
the nine months ended May 31, 2004 compared to $19.0 million in
the prior year, representing a decrease of $3.0 million. Operating
expenses at The Score were $0.8 million higher in the nine month
period, reflecting the production costs of new programming and
greater sales and marketing expenses. Operating expenses at St.
Clair were $3.8 million less than the prior year, mitigating
some of the decline in revenues. Operating expenses for the
Corporate group were consistent with prior year.

Program rights expenses were $1.6 million during the nine month
period ended May 31, 2004, compared to $6.2 million in the prior
year. Program rights expenses for the nine month period were $1.7
million at The Score and $(0.1) million at St. Clair versus $4.2
million and $2.0 million respectively in the prior year. The
reduction in program rights at The Score reflects lower program
rights fees on World Wrestling Entertainment properties as well as
lower program rights costs for other programs. The reduction in
program rights at St. Clair reflects lower program rights fees due
to the loss of certain print properties.

Gain on sale of investment - during the nine month period ended
May 31, 2003, the Company sold an investment in a private company
for cash proceeds of $0.4 million ($0.3 million U.S.). The
carrying value of the investment was nil, resulting in a gain on
sale of $0.4 million.

Net income from continuing operations before interest, income
taxes, depreciation and amortization for the nine months ended
May 31, 2004 was $0.7 million, compared with a loss of $0.9
million for the same period last year, an improvement of $1.6
million.

Interest expense for the nine month period ended May 31, 2004 was
$1.1 million compared to the $1.3 million interest expense in the
prior year. The decrease of approximately $0.2 million reflects
the repayment of a $2.0 million credit facility in August 2003 at
The Score and no increase in debt at the parent Company.

Net loss for the nine months ended May 31, 2004 was $1.2 million
or ($0.01) per share based on a weighted average 82.6 million
Class A Subordinate Voting Shares and Special Voting Shares
outstanding, compared to a net loss of $4.6 million or ($0.07) per
share based on a weighted average 65.6 million Class A Subordinate
Voting Shares and Special Voting Shares outstanding in the
prior year.

              The Score Television Network

Revenue for The Score increased $0.2 million, or 1.5 %, from
$15.0 million for the nine months ended May 31, 2003 to $15.2
million for the nine months ended May 31, 2004. Advertising and
other revenue decreased by $0.1 million compared to the same
period in the prior year. Subscriber revenue increased by $0.3
million for the nine months ended May 31, 2004 over the same
period last year.

Operating expenses were $13.1 million for the nine months ended
May 31, 2004, compared to $14.8 million in the prior year,
representing a decrease in operating expenses of $1.7 million,
reflecting lower program rights fees for World Wrestling
Entertainment and other sports properties.

Income before interest, income taxes, depreciation and
amortization for the nine months ended May 31, 2004 was $2.1
million compared to $0.2 million in the prior year, an increase of
$1.9 million.

                        St. Clair

Revenue for St. Clair was $3.3 million for the nine months ended
May 31, 2004 compared to $8.9 million in the prior year. The
decrease in revenue of $5.6 million reflects the fact that St.
Clair did not renew its publishing contract for the Toronto Maple
Leaf and Toronto Raptors game day programs for the 2003/04 season
and restructured its contracts with the Canadian Curling
Association and the World Curling Federation which accounted for
most of the decline in sales.

Operating expenses for the nine months ended May 31, 2004 were
$2.9 million, compared to $8.7 million in the prior year,
representing a decrease in operating expenses of $5.8 million. The
decrease in expenses primarily reflects lower printing and
production costs, consistent with the lower television advertising
sales, lower rights fees, and reduced promotional and selling
expenses as compared to the prior year.

Income before interest, income taxes, depreciation and
amortization for the nine months ended May 31, 2004 was $0.3
million compared to $0.2 million in the prior year.

During the nine months ended May 31, 2004, St. Clair amended it
contracts with the Canadian Curling Association and the World
Curling Federation for the 2003/04 season so as to act as a sales
agency compared to its prior role as a marketing agent. In
addition, St. Clair restructured its operations for the
production of Performance magazine, and entered into a joint
venture with another organization as part of the wind-down of the
St. Clair business unit. Both initiatives were undertaken to
improve St. Clair's working capital position, and improve
profitability over the balance of the current year.

                        Corporate

Operating expenses for the Corporate group were $1.6 million for
the nine months ended May 31, 2004, which is consistent with prior
year.

              Liquidity and Capital Resources

Cash flow used in continuing operations for the three months ended
May 31, 2004 was $0.4 million compared to $0.7 million in the
prior year, reflecting lower operating losses in the current year.
Cash flow used in continuing operations for the nine months ended
May 31, 2004 was $0.9 million compared to $2.3 million in the
prior year, again reflecting significantly lower operating losses
and positive non-cash operating working capital movements.

Cash flow from financing activities was $0.02 million for the
three and nine months ended May 31, 2004 compared to $0.1 million
and $1.3 million respectively in the prior year. During the nine
months ended May 31, 2003, the Company secured $0.5 million from a
non-brokered private placement of 1,428,571 Class A Subordinate
Voting shares with Levfam Holdings Inc., the Company's controlling
shareholder, at a price of $0.35 per share. In addition, the
Company drew down $0.8 million from a credit facility provided by
Levfam Finance Inc.

In April 2004, the Company renewed and extended The Score's bank
credit facility until August 31, 2005 and in June 2004, the
Company renewed and extended its credit facility with Levfam
Finance Inc. until August 31, 2005.

Cash flow used in investment activities for the three months ended
May 31, 2004 was $0.8 compared to cash flow from investment
activities of nil in the prior year. The decrease in cash flow
from investment activities reflects some increased fixed asset
additions and the inclusion of PrideVision TV's operating loss
from November 29, 2003 to May 31, 2004.

With the existing credit facilities and financing in place,
assuming the successful execution of its business plan, and
assuming the closing of the sale of the Canadian operations of
PrideVision TV in the fourth quarter of fiscal 2004, management
believes there are sufficient resources to fund operations until
the end of Fiscal 2005. Beyond Fiscal 2005, the Company will
require additional funding in order to continue operations and
service the commitments under existing agreements.

The Company's successful execution of its business plans is
dependant upon a number of factors that involve risks and
uncertainty. In particular, revenues in the specialty television
industry, including subscription and advertising revenues are
dependant upon audience acceptance, which cannot be accurately
predicted.

The Company will be pursuing financing with potential lenders and
investors, which if successful, will, in management's view, enable
the Company to achieve its business plans in the long-term. No
agreements with potential lenders or investors have been reached
yet and there can be no assurance that such agreements will be
reached.

At May 31, 2004, Headline Media Group Inc.'s balance sheet shows a
shareholders' equity deficit of $8,913,000 compared to $7,752,000
at August 31, 2003

                About Headline Media Group Inc.

Headline Media Group Inc. (TSX: HMG) is a media company focused on
the specialty television sector through its main asset, The Score
Television Network. The Score is a national specialty television
service providing sports, news, information, highlights and live
event programming, available across Canada in over 5.4 million
homes. HMG also owns PrideVision TV, the world's first 24/7 GLBT
television network, and The St. Clair Group, a Canadian sports
marketing and specialty publishing company.


HEALTH ZONE NATURAL: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Health Zone Natural Foods LLC
        dba Sprouts Natural Market
        40458 Winchester Road
        Temecula, California 92591

Bankruptcy Case No.: 04-17458

Type of Business: The Debtor is a retailer of health and
                  nutrition foods.

Chapter 11 Petition Date: June 21, 2004

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Joseph L. Borrie, Esq.
                  J. L. Borrie & Associates
                  4333 Orange Street Suite 21
                  Riverside, CA 92501
                  Tel: 909-686-6432

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Natures Best                  Trade Debt                $163,256

Bank of America               Bank Loan                  $98,000

Wells Fargo Business          Bank Loan                  $58,000

Guaranty Bank                 Bank Loan                  $49,452

Mountain Peoples Warehouse    Trade Debt                 $20,059

Falcon Trading Co, Inc.       Trade Debt                 $19,519

National Comm. Recovery       Trade Debt                 $18,768

Winger Woodworking            Trade Debt                 $11,957

Chesepeake Fish Co.           Trade Debt                 $10,403

Wells Fargo                   Credit card                $10,280

One Source Magazines          Trade Debt                  $9,504

Willie's Reliable Meat Co.    Trade Debt                  $9,310

American Paper & Plastics     Trade Debt                  $6,843
Inc.

Office Depot Credit Plan      Trade Debt                  $6,243

Lifetime Nutritional Spec     Trade Debt                  $5,500
Inc.

Ragtime Cleaning C            Trade Debt                  $5,267

Solgar Vitamin & Herb         Trade Debt                  $3,413

Village Mill Bread Co.        Trade Debt                  $3,120


HEWETT'S ISLAND: Fitch Rates $7M Class E Subordinated Notes At BB
-----------------------------------------------------------------
Fitch Ratings affirms the ratings of six classes of notes issued
by Hewett's Island CDO, Ltd./Corp., which closed Nov. 13, 2002.
These affirmations are the result of Fitch's review process. The
following rating actions are effective immediately:

     --$188,000,000 class A senior secured notes affirmed
       at 'AAA';

     --$25,000,000 class B senior secured notes affirmed at 'AA';

     --$6,319,944 class X deferrable amortizing senior secured
       notes affirmed at 'A+';

     --$7,000,000 class C deferrable senior secured notes
       affirmed at 'A+';

     --$15,000,000 class D senior secured notes affirmed at 'BBB';

     --$7,085,777 class E subordinated secured notes affirmed
       at 'BB'.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the stated maturity date. The ratings of the class X,
C, D, and E notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the stated maturity date.

Hewett's is a collateralized debt obligation managed by
CypressTree Investment Management Co., Inc. The collateral of
Hewett's is composed of high-yield corporate loans and bonds.
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy.

The Fitch weighted average rating factor is currently at 47.39
('BB-/B+') and remains below the trigger of 50 ('B+'). The class
A/B and C overcollateralization ratios are passing at 119.69% and
115.88%, respectively, with a trigger of 108%. The class D
overcollateralization ratio is passing at 108.49% with a trigger
of 102.50%. The class E overcollateralization ratio is passing at
105.31% with a trigger of 100.10%. Assets rated 'CCC+' or lower
represented approximately 0.60% of the collateral, and to date,
there are no defaulted assets.


HIH INSURANCE LIMITED: Section 304 Petition Summary
---------------------------------------------------
Petitioners: Anthony Gregory McGrath and
             Alexander Robert MacKay Macintosh, as liquidators
             of the Debtor

Lead Debtor: HIH Insurance Limited
             Level 22, AMP Centre
             50 Bridge Street
             Sydney NSW 2000
             Australia

Case No.: 04-14452

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Pembroke Securities Limited                04-14448
      HIH Investment Holdings Limited            04-14450
      FAI Home Security Holdings Pty Limited     04-14451
      First Mentor Group Pty Limited             04-14453
      FAI Insurances Limited                     04-14454
      FAI Investments Pty Limited                04-14455
      FAI Leasing Finance Pty Limited            04-14456

Type of Business: The Debtor provides insurance underwriting
                  services, financial and investment services.
                  See http://www.hih.com.au/

Section 304 Petition Date: June 29, 2004

Court: Southern District of New York (Manhattan)

Petitioners' Counsel: Kenneth P. Coleman, Esq.
                      Allen & Overy LLP
                      1221 Avenue of Americas
                      New York, NY 10022
                      Tel: 212-610-6300
                      Fax: 212-610-6399

Estimated Assets: $0 to $50,000

Estimated Debts:  More than $100 Million


HOLLINGER INC: Appoints Adrian M.S. White as Interim CFO
--------------------------------------------------------
Hollinger Inc. (TSX:HLG.C) (TSX:HLG.PR.B) provides the following
update in accordance with the guidelines pursuant to which the
June 1, 2004 management and insider cease trade order was issued.
These guidelines contemplate that Hollinger will normally provide
bi-weekly updates on its affairs until such time as it is current
with its filing obligations under applicable Canadian securities
laws.

Hollinger continues to devote resources to the completion and
filing of its financial statements as soon as practicable. As
previously announced, Hollinger made further requests for access
to Hollinger International Inc.'s financial records, its
management personnel and the working papers of Hollinger
International Inc.'s auditors in order to allow for the
preparation and audit of Hollinger's financial statements.
Hollinger has not, to date, received a satisfactory response from
Hollinger International Inc. to its requests and, accordingly,
will be taking further steps in an effort to compel such access.

Hollinger announced the appointment of Adrian M.S. White as
Interim Chief Financial Officer, who will replace Fred A. Creasey,
the Chief Financial Officer, in such capacity on a temporary
basis, while Mr. Creasey is on medical leave. Mr. White is a
Chartered Accountant and FCA and, among other things, is a former
Governor and executive of the Canadian Institute of Chartered
Accountants, a former member of council and executive of the
Institute of Chartered Accountants of Ontario, a former Chairman
of the Canadian Bankers Association Task Force on Capital Adequacy
and Liquidity and Past President, Financial Executives Institute
(Toronto Chapter).

As previously announced by Hollinger on June 15, 2004, unless a
June 30, 2004 reporting default under the terms of the indenture
governing Hollinger's senior secured notes due 2011 is remedied or
waived by the holders of the Notes, the terms of the Indenture
will prevent Hollinger from honouring retractions of its
Retractable Common Shares and Series II Preference Shares.
Subsequent to such announcement, holders of Series II Preference
Shares submitted for retraction an aggregate of 22,149,958 shares.
All of such Series II Preference Shares submitted for retraction
have been honoured and a total of 10,188,978 shares of Class A
Common Stock of Hollinger International Inc. have been issued in
connection therewith in accordance with Hollinger's articles. As a
result of the foregoing, Hollinger's equity interest in Hollinger
International Inc. has been reduced from 29.7% to 18.2%. Since May
31, 2004, holders of Retractable Common Shares have submitted for
retraction an aggregate of 1,068,603 Retractable Common Shares for
aggregate retraction consideration of $9,617,427 in cash.

After careful deliberation, Hollinger has concluded that it is not
able to complete the retractions of any Retractable Common Shares
submitted after May 31, 2004 or retractions of Series II
Preference Shares submitted after June 30, 2004 without unduly
impairing its liquidity. Therefore, retractions of Hollinger's
outstanding shares submitted after such dates are suspended until
further notice. Retraction of any shares which are not withdrawn
will be completed if and when Hollinger's liquidity position
permits. Pending completion of retractions, holders do not become
creditors of Hollinger but remain as shareholders. Holders may
exercise their right to withdraw their retraction notices at any
time. In order to exercise the withdrawal right, holders should
contact the Computershare Call Centre - Shareholder Services at 1
(800) 564-6253.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International Inc. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain and
Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.


J/Z CBO LLC: S&P Places Junk Ratings on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A notes issued by J/Z CBO LLC, an arbitrage CBO transaction
managed by David L Babson & Co. Inc., on CreditWatch with negative
implications. At the same time, the rating on the class B notes is
placed on CreditWatch with positive implications.

The CreditWatch placements reflect factors that have altered the
credit enhancement available to support the class A and B notes.
J/Z CBO LLC experienced an event of default in November 2003 when
it missed an interest payment to the class B noteholders. As a
result, all of the cash that would have gone to pay interest and
principal on the notes subordinate to the class A notes was to be
redirected to the class A notes until they were fully paid down.

However, in May 2004, the class A noteholders agreed to a
forbearance of action on the event of default, which will allow
interest payments to be made to the class B noteholders if the
deal satisfies a market value overcollateralization ratio test. On
the May 17, 2004 payment date, J/Z CBO LLC made the interest due
on the class B notes current.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for J/Z CBO LLC to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes. The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.

               Rating Placed On CreditWatch Negative

                      J/Z CBO (Delaware) LLC

                              Rating
          Class   To               From     Balance (mil. $)
          A       AA-/Watch Neg    AA-                65.21


               Rating Placed On CreditWatch Positive

                              Rating
          Class   To               From     Balance (mil. $)
          B       CCC-/Watch Pos   CCC-               21.77

                     Other Outstanding Rating

          Class   Rating    Balance (mil. $)
          C       CC                  23.62


JILLIAN'S: Wants to Hire Carl Marks as Management Consultant
------------------------------------------------------------
Jillian's Enternainment Holdings, Inc., and its debtor-affiliates
are asking the U.S. Bankruptcy Court for the Western District of
Kentucky, Louisville Division, to hire and employ Carl Marks
Consulting Group, LLC as their management consultants but will
remain subject to the direction of the Board.

J. Richard Walker, a Managing Director of Carl Marks, will be
available, on a full-time basis, principally at the Debtors'
corporate headquarters, to serve in an operating capacity to
review and oversee the operations and performance of the Debtors,
their business plan and other financial matters. Mr. Walker's
responsibilities include, in part:

   a) managing a day-to-day operations and the financial
      decisions of the Debtors;

   b) managing the Debtors' interactions with its creditors and
      banking and legal advisors and professionals;

   c) reviewing the Debtors' cash flow projections including all
      underlying forecasts and assumptions;

   d) reviewing the Debtors' cash management controls with
      special emphasis on liquidity and immediate cash flow;

   e) reviewing the Debtors' operations, sales and marketing
      performance to date and possible improvements to
      comparable unit sales;

   f) assisting in the sales process by providing information
      about the Debtors and be present at due diligence and
      management presentation meetings with prospective
      acquirers; and

   g) assisting with the preparation of documents and preparing
      for a bankruptcy filing.

Carl Marks will also provide certain other staff and associated
professionals as needed.

The Debtors have agreed to pay Carl Marks a $75,000 Monthly Fee.
To the extent the Debtors request Carl Marks to perform additional
services not contemplated by the Consulting
Agreement, the Debtors will pay the firm:

            Designation            Billing Rate
            -----------            ------------
            Partners               $450 per hour
            Managing Directors     $350 per hour
            Directors              $300 per hour
            Associates             $225 per hour

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 US states.
The Company filed for chapter 11 protection on May 23, 2004
(Bankr. W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at
Frost Brown Todd LLC and James H.M. Sprayregen, P.C. at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of over $50 million.


KAISER GROUP: Sets July 31 as Preferred Stock Redemption Date
-------------------------------------------------------------
Kaiser Group Holdings, Inc. (OTC Bulletin Board: KGHI) announced
that July 31, 2004 is the effective date of the redemption of
$2,989,855 liquidation preference of its Series 1 Redeemable
Cumulative Preferred Stock. The redemption will be on a pro rata
basis, in accordance with the terms of the Series 1 Redeemable
Cumulative Preferred Stock, which requires at least 30 days'
notice of the redemption.

                      About the Company

Kaiser Group Holdings, Inc. is a Delaware holding company formed
on December 6, 2000 for the purpose of owning all of the
outstanding stock of Kaiser Group International, Inc.  Kaiser
Group International, Inc. continues to own the stock of its
remaining subsidiaries.  On June 9, 2000, Kaiser Group
International, Inc. and 38 of its domestic subsidiaries
voluntarily filed for protection under Chapter 11 of the United
States Bankruptcy Code in the District of Delaware (case nos. 00-
2263 to 00-2301). Kaiser Group International, Inc. emerged from
bankruptcy with a confirmed Plan of Reorganization (the Second
Amended Plan of Reorganization that was effective on December 18,
2000.

In its Form 10-K for the fiscal year ended December 31, 2003,
Kaiser Group Holdings, Inc. further states:

"The effectiveness of the Plan as of December 18, 2000 did not in
and of itself complete the bankruptcy process.  The process of
resolving in excess of $500 million of claims initially filed in
the bankruptcy is ongoing.  By far the largest class of claims
(Class 4) was made up of creditor claims other than trade creditor
and equity claims. Class 4 claims included holders of Kaiser Group
International, Inc.'s senior subordinated notes due 2003 (Old
Subordinated Notes). Holders of allowed Class 4 claims received a
combination of cash and our preferred (New Preferred) and common
stock (New Common) in respect of their claims. Such holders
received one share of New Preferred and one share of New Common
for each $100 of claims. However, the number of shares of New
Preferred issued was reduced by one share for each $55.00 of cash
received by the holder of an allowed Class 4 claim.

"Pursuant to the terms of the Plan, we were required to complete
our initial bankruptcy distribution within 120 days of the
effective date of the Plan.  Accordingly, on April 17, 2001, we
effected our initial distribution of cash, New Preferred and New
Common to holders of Class 4 claims allowed by the Bankruptcy
Court.  At that time, there were approximately $136.8 million of
allowed Class 4 claims.  The amount of unresolved claims remaining
at April 17, 2001 was approximately $130.5 million.

"To address the remaining unresolved claims, the Bankruptcy Court
issued an order on March 27, 2001 establishing an Alternative
Dispute Resolution (ADR) procedure whereby the remaining claimants
and we produce limited supporting data relative to their
respective positions and engage in initial negotiation efforts in
an attempt to reach an agreed claim determination.  If necessary,
the parties were thereafter required to participate in a non-
binding mediation before a mediator pre-selected by the Bankruptcy
Court.  All unresolved claims as of March 27, 2001 became subject
to the ADR process. Since April 17, 2001, the date of the initial
distribution, $123 million of asserted claims have been withdrawn,
negotiated or mediated to an agreed amount, resulting in cash
payments approximating $2.2 million and issuances of 683 shares of
New Preferred and 823 shares of New Common.

"As of March 26, 2004, the amount of unresolved claims was
approximately $7.5 million. We expect to resolve the remaining
claims in the first six months of 2004 and currently believe that
the total amount of Class 4 claims ultimately to be allowed in the
Old Kaiser bankruptcy proceeding will not exceed $142.5 million.
As demonstrated by the claim settlements completed since April 17,
2001, and based on the belief that it is in the Company's and its
shareholders' best interest, we have been settling certain
remaining Class 4 claims entirely for cash payments in lieu of the
combination of cash and New Preferred and New Common as
contemplated in the Plan.  We intend to continue to use this
settlement alternative during its resolution of remaining Class 4
claims.

"From time to time in the future, as remaining unresolved claims
are resolved, excess cash from the "reserve" fund (including cash
added to "reserve" fund in payment of pro forma dividends,
classified as interest expense subsequent to July 1, 2003, on
retained shares of New Preferred) must be used to redeem
outstanding shares of New Preferred.  In January 2003, we redeemed
282,000 shares of outstanding New Preferred by using $8.9 million
and $5.2 million of restricted and unrestricted cash,
respectively.  In October 2003, we redeemed 113,530 shares of
outstanding New Preferred by using $1.6 million and $4.6 million
of restricted and unrestricted cash, respectively.  In February
2004, we redeemed 95,932 shares of New Preferred by using $3.2
million of restricted cash and $2.1 million of unrestricted cash."


KBR: Halliburton Takes Additional $200MM Loss on Barracuda Project
------------------------------------------------------------------
Halliburton (NYSE: HAL) announced that it will take additional
operating losses on its Barracuda-Caratinga project in the second
quarter of 2004 of approximately $200 million or $0.46 per share
after tax. The additional charge follows a detailed review of the
project, indicating higher cost estimates, schedule delays and
increased contingencies for the balance of the project until
completion.

The higher cost estimates and schedule delays are primarily
attributed to a significant reduction in shipyard subcontractor
productivity in completing the projects in Brazil. In addition,
the integration of equipment modules onto the vessels has
identified the need for some rework. The productivity decline and
the vessel rework, now factored into the future projections,
adversely impacts total costs and extends the completion schedule
into periods when liquidated damages would be incurred.

KBR and Petrobras are continuing to work towards finalizing the
previously announced agreement in principle that would resolve
certain contract issues and amend existing agreements regarding
the Barracuda-Caratinga project. In determining the amount of the
charge described above, the company has assumed that the agreement
with Petrobras will be successfully finalized.

The company also announced that under the terms of the previously
announced insurance settlements, Halliburton expects to receive
cash proceeds with a present value of approximately $1.4 billion
for the asbestos and silica related insurance receivables. As a
result, the company will reduce the amount recorded as insurance
receivables and take a charge from discontinued operations in the
second quarter of 2004 of approximately $615 million or $1.40 per
share after tax.

The amounts and terms of these agreements with insurance carriers
are in the process of being finalized by definitive agreements.

"The Barracuda-Caratinga charge was not anticipated and is
disappointing," said Dave Lesar, chairman, president and chief
executive officer of Halliburton. "Given the slip in schedule, we
are placing more resources on the project to complete it as soon
as we can under the difficult circumstances. I am pleased with the
progress made on the agreements with insurance carriers. These
insurance settlements, if consummated, will resolve disputes
between us and our carriers, forestall further appeals, and allow
the bankruptcy proceedings to be completed expeditiously. Despite
these charges, we are getting closer to having both our asbestos
liability and the Barracuda- Caratinga project behind us."

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

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


LASERSIGHT INC: Issuing 10 Million New Common Shares
----------------------------------------------------
LaserSight Incorporated (OTC Pink Sheets: LASEQ) announced that on
the effective date of June 30, 2004, the current holders of common
stock will receive one share in the reorganized company for every
51.828 shares held.  The corporate reorganization plan was
approved by the creditors and shareholders of the Company and
confirmed by the U.S. Bankruptcy Court, Middle District of
Florida, Orlando Division, on May 4, 2004.

Under the reorganization plan, all common stock, preferred stock,
stock options and warrants are cancelled. New common stock was
authorized for ten million shares. The new common shares will be
issued as follows: 1,116,000 new shares issued to creditors of
LaserSight Incorporated, 1,134,000 new shares issued to the
creditors of LaserSight Technologies, a wholly owned subsidiary of
the Company, 360,000 new shares issued to the former preferred
shareholders, 6,850,000 new shares issued to New Industries
Investment, upon conversion of $1,000,000 of debtor in possession
financing, and 540,000 new shares issued to former common
stockholders of the Company. Previously there were 27,987,141
common shares issued.

The Company will not issue fractional shares of new common stock
upon conversion of the old common shares as of the effective date
of the stock split. Instead, the Company will round up to the next
whole number or round down to the lower whole number with respect
to such fractional interest as follows: any partial interest that
is less than 0.5 shares will be rounded down, and any partial
interest that is greater than or equal to 0.5 shares will be
rounded up to the next whole share. However, any shareholders'
resulting balance less than 0.5 will be rounded up to one share.
For example:

         Calculated Shares      Issued Shares After Rounding
         -----------------      ----------------------------
               500.49                       500
              276.568                       277
                 0.48                         1

LaserSight Incorporated, LaserSight Technologies, Inc., and
LaserSight Patents, Inc., filed for chapter 11 protection on
September 5, 2003 (Bankr. M.D. Fla. Case No. 6:03-bk-10370-ABB).
Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A., in
Orlando, represents the Debtors.  PCE Investment Bankers, Inc. and
PCE Advisory Services LLC served as financial advisors to the
debtors-in-possession.  Baker & Hostetler LLP served as SEC
counsel to the Company.  Headquartered in Winter Park,  Florida,
LaserSight provides  precision laser scanning systems and other
technology solutions for laser refractive surgery.  LaserSight has
sold its products in more than 30 countries.


LIFESTREAM TECH: Addresses Shareholder Concern on Trading Activity
------------------------------------------------------------------
Lifestream Technologies, Inc. (OTCBB:LFTC), a leading developer
and marketer of consumer cholesterol monitors and professional
screening instruments, released a letter to shareholders to
address shareholder concern regarding the recent stock trading
activity and share price of the Company's stock. The letter is
distributed through this press release in its entirety.

Dear Fellow Shareholders:

     I share everyone's disappointment in the recent share price
decline. The Company has received a large number of emails and
calls regarding this situation and it has been a challenge to
return all the calls in a timely manner. Therefore, this
communication is intended to address and assuage the concerns
expressed in emails and over the phone.

     The recent share price decline cannot be simply tied to any
recent change in the Company's day-to-day operations since many
consider the recent changes to be beneficial in nature. The
Company is continuing operations according to its business
strategy. With the addition of Walgreen's and the continuation of
our awareness programs, we do not anticipate moving away from this
strategy. We see nothing that accounts for the recent decline in
market capitalization. In fact, operationally, the Company is in
better shape today than 18 months ago.

     We can only speculate as to any possible external cause for
the share price decline. Lifestream recently became aware of the
unauthorized listing on the Berlin-Bremen Stock Exchange. Many
allegations have recently been discussed in the press regarding a
possible arbitrage on U.S. markets leveraging stock that might not
exist on the Berlin-Bremen Stock Exchange (BBSE). While these
allegations have not been verified, the Company believes the
potential downside of the exchange listing could be greater than
any benefits being derived. As a result, the Company has sent
written demand to the Berlin-Bremen Stock Exchange that it
immediately cease trading in the Company's common stock and take
whatever measures are necessary to completely delist the Company's
common stock from the BBSE.

     Our primary strategy to address the current share price
decline is to stay on course and operationally grow the Company,
building on the fundamentals of revenue growth and profitability.
We are confident that, in time, our ongoing operational
performance will overcome any external forces negatively impacting
the Company's price per share.

     Thank you for your ongoing support.

               About Lifestream Technologies

Lifestream Technologies, Inc., a Nevada corporation headquartered
in Post Falls, Idaho, is a marketer of a proprietary total
cholesterol measuring device for at-home use by health conscious
consumers and at-risk medical patients.

The company's Dec. 31, 2003, balance sheet reports a net capital
deficit of $1,121,655.

For Company information, visit http://www.lifestreamtech.com/


LINREAL CORP: Section 341(a) Meeting Slated for July 19
-------------------------------------------------------
The United States Trustee will convene a meeting of Linreal
Corp.'s creditors at 3:00 p.m., on July 19, 2004 in Suite 110 at
42 Delaware Avenue, Buffalo, New York, 14202.  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 Buffalo, New York, Linreal Corp., is a Real
Estate Holding Company. The Company filed for chapter 11
protection on June 10, 2004 (Bankr. W.D.N.Y Case No. 04-14386).
Daniel F. Brown, Esq., at Damon & Morey represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $10,000,000 in total assets and
$8,000,000 in total debts.


LUCENT TECHNOLOGIES: Brent Greene to Act as VP -- Govt. Relations
-----------------------------------------------------------------
Lucent Technologies (NYSE: LU) announced that Brenton C. Greene,
54, is joining the company as vice president for government
relations. Greene will oversee Lucent's efforts to strengthen and
broaden relationships with the Department of Defense and the
Department of Homeland Security, as well as civilian agencies and
the intelligence community to identify ways to advance Lucent
services, systems and software in the Government market. This new
position was created to support Lucent's growing focus on the U.S.
federal market.

Greene joins Lucent from the National Communications System (NCS)
where he served as director and deputy manager since early 2001. A
member of the Senior Executive Service (SES), Greene was
responsible for National Security and Emergency Preparedness
Telecommunications for the Executive Office of the President.
During his tenure, NCS played a major role in the restoration of
telecommunications in New York City and the Pentagon following the
terrorist attacks on 9/11, earning a Joint Meritorious Unit
Commendation for NCS from the Secretary of Defense. Following the
establishment of the Department of Homeland Security, Greene
managed the transition of the NCS from the Department of Defense
to Homeland Security.

"We are excited to welcome a leader of Brent's caliber and
expertise to Lucent," said Phil Anderson, Ph.D., vice president of
government relations and strategy at Lucent Technologies. "Brent's
vast experience and knowledge of both the government sector and
telecommunications industry - particularly his role directing the
NCS - will be a tremendous addition to Lucent's government focus."

Prior to the NCS, Greene managed the Critical Infrastructure
Protection (CIP) Programs for Sandia National Laboratories. As a
leader in critical infrastructure, information assurance and
related areas during the 1990s, Greene served as a Commissioner on
the President's Commission for Critical Infrastructure Protection
and in a series of executive leadership positions within the
Department of Defense, focusing on national interagency policy
formulation, information technology and telecommunications
infrastructure areas.

Greene is a graduate of the U.S. Naval Academy and served a 24-
year career in nuclear submarines, commanding two nuclear attack
submarines. He retired from the Navy to direct the Department of
Defense's critical infrastructure protection efforts.

Greene will be located in Lucent's offices in Washington, D.C.

               About Lucent Technologies

Lucent Technologies designs and delivers the systems, services and
software that drive next-generation communications networks.
Backed by Bell Labs research and development, Lucent uses its
strengths in mobility, optical, software, data and voice
networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling
them to quickly deploy and better manage their networks.  Lucent's
customer base includes communications service providers,
governments and enterprises worldwide.  For more information on
Lucent Technologies, which has headquarters in Murray Hill, N.J.,
USA, visit http://www.lucent.com/

                       *   *   *

As reported in the Troubled Company Reporter's March 12, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Murray Hill, New Jersey-based Lucent Technologies
Inc. to 'B/Positive/--' from 'B-/Negative/--'. The action follows
a Standard & Poor's review of the telecom equipment industry, as
well as a review of Lucent's recent and anticipated performance.

"Standard & Poor's believes industry revenues have stabilized in
recent quarters, after declining steeply from their peak in 1999,
while Lucent's cost reduction actions have enabled a return to
moderate profitability in the past few quarters," said Standard &
Poor's credit analyst Bruce Hyman.

The ratings on Lucent reflect its high leverage, a dramatically
smaller and more aggressive industry because of a substantial
shift in service providers' buying patterns, and ongoing major
changes in the industry's technology direction. These factors are
only partly offset by Lucent's continued major role in that
industry, its sufficient operational liquidity, and an appropriate
expense structure for current business conditions after
substantial restructurings.


MACH ONE: S&P Withdraws Ratings On 3 Classes After Redemption
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
senior secured, second priority secured, and the third priority
secured notes issued by Mach One CDO 2000-1 Ltd., a multiple asset
class hybrid arbitrage CDO of ABS transaction.

The withdrawals follow the complete redemption of the senior
secured, second priority secured, and third priority secured notes
on the June 29, 2004 payment date.

                         Ratings Withdrawn

                      Mach One CDO 2000-1 Ltd.

                              Rating         Balance (mil. $)
     Class                 To        From   Current   Previous
     Senior Secured        N.R.      AAA    $0.00     $53.654
     2nd Priority Secured  N.R.      BBB-   $0.00     $76.000
     3rd Priority Secured  N.R.      BB     $0.00     $25.000


MIRANT CORPORATION: Taps PennEnergy as Turbine Marketer & Broker
----------------------------------------------------------------
The Mirant Corporation Debtors seek the Court's authority to
employ PennEnergy, Inc., acting through Oil & Gas Journal
Exchange, as their turbine marketers and brokers, nunc pro tunc
to May 21, 2004.

Before the bankruptcy petition date, the Debtors upgraded their
existing power generation facilities by acquiring new turbines and
ancillary equipment.  Before installing the Equipment Items, a
downturn in the energy sector caused the Debtors to cancel the
projects for which the Equipment Items were to be used, and the
Equipment Items were stored.  The Debtors have determined to sell
the Equipment Items because they are no longer of any use to
them.

The Debtors want PennEnergy to market and sell the Equipment
Items.  According to Michelle C. Campbell, Esq., at White & Case,
LLP, in Miami, Florida, PennEnergy is dedicated to providing
trusted business intelligence and solutions to global energy
professionals through centralized, secure, neutral and content-
rich exchanges and web sites.  In the complex and capital-
intensive energy markets, PennEnergy joins buyers and sellers
with effective "e-solutions" for their asset management
challenges and satisfies their myriad information needs so
critical to sound business decisions.  PennEnergy has developed
state-of-the art technology for its e-commerce and content
platforms.  PennEnergy has extensive marketing channels available
in the power generation marketplace through PennWell's power
industry magazines and POWER-GEN conferences in the United
States, Europe, Asia, Canada, the Middle East and other
international business centers worldwide.

Ms. Campbell relates that PennEnergy will market the Equipment
Items through publication ads, broadcast e-mail messages,
representation at conferences, and utilizing its expertise and
contracts in both the global and domestic marketplace to
introduce, promote and present all credible opportunities to the
Debtors and assist in the consummation of targeted sales
transactions.

In addition, PennEnergy will render other services in connection
with the marketing of the Equipment Items including, but not
limited to:

   * assisting in establishing confidentiality agreements
     between potential buyers and the Debtors;

   * providing and managing due diligence material to potential
     buyers, as well as equipment site visits and addressing
     high level questions;

   * determining credibility of potential buyers; and

   * other activities as necessary to complete sale, including
     rendering services in connection with the Debtors' efforts
     to obtain Court approval of any sale.

                PennEnergy's Compensation Package

With respect to any sales to buyers that are not identified by
the Debtors, PennEnergy will be paid in these scales:

   -- 3% of the first $0 - $25,000,000 of the purchase price;

   -- 2.75% of the next $25,000,000 - $50,000,000 of the
      purchase price;

   -- 2.5% of the next $50,000,000 - $75,000,000 of the
      purchase price; and

   -- 2.25% of all amounts in excess of $75,000,000 of the
      purchase price.

Prior to retaining PennEnergy, Ms. Campbell informs Judge Lynn
that the Debtors identified Wisconsin Energy's Port Washington
Generating Station Project as a potential purchaser of certain
Equipment Items.  Because of this, PennEnergy and the Debtors
have agreed to reduce PennEnergy's commissions from the sale of
any of the Equipment Items purchased by Washington Energy, to
1.5% of the aggregate purchase price.  In either case, PennEnergy
will not be entitle to reimbursement of its expenses in
connection with the engagement.

With respect to the reimbursement of costs, pending the Court's
approval of the engagement, the Debtors will be responsible for
the direct costs of placing the advertisements, up to a maximum
of $100,000.  However, PennEnergy will be responsible for
arranging for the placement of the advertisements at a rate equal
to 80% of the 6-time frequency rate published in the 2004 media
kits for such publications.  Upon approval of the engagement,
PennEnergy will reimburse any Advertising Costs incurred and
initially paid by the Debtors.

               PennEnergy is Disinterested Person

Paul Westerveld, Vice President and Chief Operating Officer of
PennEnergy, assures the Court that PennEnergy represents no
adverse interests to the Debtors or their estates in the matter
it is being engaged.  PennEnergy is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                    The Sub-Broker Agreement

Pursuant to a separate agreement, Ms. Campbell relates that
PennEnergy has engaged Thomassen Amcot International as a sub-
broker to assist PennEnergy in locating potential buyers of the
Equipment Items.

Under a Fee Sharing Agreement between PennEnergy and Thomassen,
PennEnergy will pay Thomassen one-half of the gross fee paid by
the Debtors.  Thomassen will not seek reimbursement of any
expenses associated with the engagement nor will it seek any
additional compensation from the Debtors' assets.

Rick Williamson, President of Thomassen, informs the Court that
Thomassen and its employees rendering services to the Debtors (i)
are "disinterested persons" within the meaning of Section 101(14)
and (ii) do not represent an interest adverse to the Debtors'
estates.

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)


MOONEY AEROSPACE: US Trustee to Meet with Creditors on July 19
--------------------------------------------------------------
The United States Trustee will convene a meeting of Mooney
Aerospace Group, Ltd.'s creditors at 10:00 a.m., on July 19, 2004
in Room 2112 at J. Caleb Boggs Federal Building, 844 King Street,
Wilmington, Delaware 19801.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd. --
http://www.mooney.com/-- is a general aviation holding company
that owns Mooney Airplane Co., located in Kerrville, Texas. The
Company filed for chapter 11 protection on June 10, 2004 (Bankr.
Del. Case No. 04-11733).  Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.


MORGAN STANLEY: Fitch Assigns Low-B Ratings on 6 2004-RR2 Classes
-----------------------------------------------------------------
Morgan Stanley Capital I Trust, series 2004-RR2, commercial
mortgage-backed securities pass-through certificates are rated by
Fitch as follows:

                    --$112,681,000 class A-1 'AAA';
                    --$109,066,000 class A-2 'AAA';
                    --$326,102,784 class X* 'AAA';
                    --$30,164,000 class B 'AA';
                    --$15,082,000 class C 'A';
                    --$5,299,000 class D 'A-';
                    --$12,229,000 class E 'BBB';
                    --$3,261,000 class F 'BBB-';
                    --$6,930,000 class G 'BB+';
                    --$3,668,000 class H 'BB';
                    --$2,446,000 class J 'BB-';
                    --$2,446,000 class K 'B+';
                    --$2,446,000 class L 'B';
                    --$1,630,000 class M 'B-';
                    --$3,750,000 class N-1 not rated (NR);
                    --$3,750,000 class N-2 NR;
                    --$3,750,000 class N-3 NR;
                    --$3,750,000 class N-4 NR;
                    --$3,754,784 class N-5 NR.
                    *Notional amount and interest only.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are all
or a portion of 39 classes of fixed-rate commercial mortgage-
backed securities having an aggregate principal balance of
approximately $326,102,784, as of the cutoff date.


N-STAR REAL ESTATE: S&P Assigns BB Prelim Rating to Class D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to N-Star Real Estate CDO II Ltd./ N-Star Real Estate CDO
II Corp.'s $400 million notes.

The preliminary ratings are based on information as of June 29,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

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

     -- The experience of the collateral adviser;

     -- The coverage of interest rate risks through hedge
        agreements; and

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

                    Preliminary Ratings Assigned
  N-Star Real Estate CDO II Ltd./N-Star Real Estate CDO II Corp.

          Class          Rating           Amount (mil. $)
          A-1            AAA                        236.0
          A-2A           AAA                         42.0
          A-2B           AAA                         15.0
          B-1            A                           12.0
          B-2            A-                          14.0
          C-1            BBB+                        24.0
          C-2A           BBB                          6.0
          C-2B           BBB                         16.0
          D              BB                          15.0
          E              N.R.                        20.0
          N.R.-Not rated.


NORTEL NETWORKS: Flextronics To Acquire Supply Chain Operations
---------------------------------------------------------------
Flextronics (Nasdaq: FLEX) announced the signing of an agreement
with Nortel Networks (NYSE: NT; TSX) whereby Nortel Networks will
divest certain optical, wireless, and enterprise manufacturing
operations and optical design operations to Flextronics.

Subject to closing the four-year manufacturing agreement,
Flextronics will assume most of Nortel Networks' systems
integration activities, final assembly, testing and repair
operations, along with the management of the related supply chain
and suppliers. Over time, Flextronics expects to consolidate and
internally source its vertically integrated supply chain
solutions, which include the fabrication and assembly of printed
circuit boards and enclosures, as well as logistics and repair
services.

Through an optical design services agreement, Flextronics will
acquire a world-class group of engineers with expertise in end-to-
end, carrier grade optical network products that include Edge,
Core Switching, and Transport Line products. The design and
engineering skills to be transferred to Flextronics include
hardware development, software development and project management.

"Flextronics will be acquiring a design group with broad
experience in telecommunications and optical networks, with
extensive knowledge of optical products and processes. There are
no independent design companies in the world that have this degree
of design expertise, so we are thrilled to have expanded the scope
of our engagement with Nortel Networks to include these services,"
said Michael Marks, Chief Executive Officer of Flextronics.
"Coupled with our recently announced acquisition of a majority
share of Hughes Software Systems in India, Flextronics will now
have the most robust hardware and software telecom and datacom
design capabilities of any EMS company in the world. We believe
hardware design, software design, and manufacturing are
converging, which makes the addition of the Nortel Networks design
group an excellent fit with our long-term strategy of providing
the lowest total cost solutions to customers in each of the market
segments that we serve."

"This new customer program solidifies Flextronics as the leader in
the communications infrastructure market," said Mike McNamara,
Chief Operating Officer of Flextronics. "The significant increase
in complex, multi-technology telecom and network solutions,
including carrier grade products further diversifies our product
mix and reduces seasonality. The expertise acquired from the
Nortel Networks' operations will enhance the capabilities in our
Industrial Parks in China, Poland, Mexico, and Brazil and will
create a sustainable competitive advantage for large-scale, low-
cost manufacturing of very complex products."

"This announcement is an important part of Nortel Networks'
strategy. By leveraging the vertically integrated supply chain
capabilities of Flextronics, we can focus our resources and
efforts on those areas that offer us greater competitive
differentiation," said Chahram Bolouri, President, Global
Operations, Nortel Networks. "Flextronics has industry leading
vertical supply chain expertise, resources and the global presence
to meet our time-to-market, quality, and product cost-reduction
objectives and take Nortel Networks' supply chain to new levels of
performance and competitive differentiation."

As part of the transaction, which is subject to customary closing
conditions, including the completion of the required information
and consultation process with employee representatives in Europe,
approximately 2,500 employees would transfer to Flextronics. The
business transfer to Flextronics is expected to begin in November
2004 and will take approximately six months to complete. During
this time period, Flextronics' revenues from Nortel Networks will
increase each quarter and should reach an annual revenue rate of
approximately $2.5 billion.

Flextronics expects that the Nortel Networks program will be
neutral to earnings in the last two quarters of its fiscal year
ending March 31, 2005, accretive by approximately $0.10 per
diluted share in its fiscal year ending March 31, 2006 and
accretive by approximately $0.15 per diluted share in its fiscal
year ending March 31, 2007. Cash payments of approximately $75
million will be made to Nortel Networks in the fourth quarter of
calendar 2004, and installment payments of approximately $600
million to $650 million will be made over a four quarter period in
calendar 2005. Of the estimated aggregate payment amount,
approximately $60 million is for fixed assets, $200 million is for
intangible assets relating to, among other things, the design and
engineering transfer, and the balance is related to inventory.

Bob Dykes, Chief Financial Officer of Flextronics commented, "The
estimated cash requirements do not consider the expected cash
inflows generated by the Nortel Networks program. We expect to
generate positive cash flow on this program not only from the
profits, but also from an expected reduction in excess of $100
million in the initial inventory level acquired."

                   About Flextronics

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services (EMS) provider focused on delivering
operational services to technology companies. With fiscal year
2004 revenues of US$14.5 billion, Flextronics is a major global
operating company with design, engineering, manufacturing, and
logistics operations in 29 countries and five continents. This
global presence allows for manufacturing excellence through a
network of facilities situated in key markets and geographies that
provide customers with the resources, technology, and capacity to
optimize their operations. Flextronics' ability to provide end-to-
end operational services that include innovative product design,
test solutions, manufacturing, IT expertise, network services, and
logistics has established the Company as the leading EMS provider.
For more information, please visit http://www.flextronics.com/

                  About Nortel Networks

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

                      *     *     *

As reported in the Troubled Company Reporter's June 25, 2004
edition, Standard & Poor's Ratings Services said that its long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed April 28, 2004.

As previously reported Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.


ORBIT BRANDS: Creditors File Involuntary Chapter 11 Petition
------------------------------------------------------------
Orbit Brands Corporation, f/k/a orbitTRAVEL.com Corporation (OBTV)
(NASDAQ),  announced that on Friday, June 25, 2004, several of its
creditors filed an Involuntary Chapter 11 Petition against the
Company with the objective of reorganizing the Company in the
United States Bankruptcy Court for the Central District of
California, in Los Angeles, California. The Company has issued
notice of the involuntary bankruptcy filing to all of its
shareholders and has filed an SEC Form 8-K regarding this event
with the Securities and Exchange Commission.

The Petitioning Creditors expressed concern that ongoing
litigation in Delaware, brought by a former employee of the
Company and believed to be supported by the Company's former chief
legal counsel, represents an unregistered hostile takeover attempt
for control of a public company. These creditors have informed the
Company that they believe such action places their interests in
jeopardy. The Company has recently learned that the Delaware
plaintiff has also threatened to file new litigation against the
Company, its Chairman, its accountants and attorneys, in
California, Florida, Michigan, Montana and New York.

The Company expressed concern about the role of its former chief
legal counsel in the Delaware litigation, as described in its most
recent Form 10-KSB, filed with the Securities and Exchange
Commission on June 21, 2004, and referred all further inquiries to
its June 21 filing.

The Petitioning Creditors and management of the Company believe
the Delaware plaintiff and his supporters, including the Company's
former chief legal counsel, are seeking unwarranted compensation
and additional stock in the Company in order to further an
unregistered hostile takeover of a public company.

The Company's management stated its belief that the independent
audit performed in conjunction with the Form 10-KSB offers
credible evidence that the allegations made in the Delaware
litigation are frivolous and wholly without merit.

The Company's creditors expressed concern that management has had
to devote considerable time and resources to the pending
litigation and has not been able to concentrate all of its efforts
on its other duties, as well as noting the financial burden of
continuing to defend against nuisance claims by the same
plaintiffs in several states where the Company has conducted
business. The creditors also voiced their concern that the
interests of both creditors and shareholders of the Company have
been compromised as a result. The Petitioning Creditors believe
that the filing of the involuntary proceeding will enable the
Company to bring a halt to vexatious litigation and protect their
interests as creditors and the interests of the shareholders of
the Company, and provide the Company with the ability to advance
its present business opportunities and eliminate further
interference by the Delaware plaintiff and others acting in
concert with him.

                  About the Company

Orbit Brands Corporation is a publicly traded Delaware Corporation
listed on the NASDAQ. The primary focus of the Company is growth
via the acquisition and development of early stage high growth
companies in the technology, health and fitness, and consumer
goods industries. Orbit Brands Corporation is positioned to
identify, acquire, fund and develop these companies for the
purpose of creating business and shareholder value.


ORBIT BRANDS CORPORATION: Involuntary Case Summary
--------------------------------------------------
Alleged Debtor: Orbit Brands Corporation
                1990 South Bundy Drive Suite 650
                Los Angeles, California 90025

Involuntary Petition Date: June 25, 2004

Case Number: 04-24171

Chapter: 11

Court: Central District of California (Los Angeles)

Judge: Erithe A. Smith

Petitioners' Counsel: Simon J. Dunstan, Esq.
                      Hughes & Dunstan, LLP
                      21031 Ventura Boulevard, #750
                      Woodland Hills, CA 91364

Petitioners: Peter Chu
             88 Greenwich St., #3501
             New York, NY 10006

             Joseph Gersh
             5771 Wilbanks Drive
             Norcross, GA 30092

             Netskinz, Inc.
             88 Greenwich St., #3501
             New York, NY 10006

Total Amount of Claim: $973,245


OWENS CORNING: Asks Court to Approve Capital Settlement Agreement
----------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Owens Corning Debtors ask the Court to approve
their settlement agreement with Capital Preferred Yield Fund II,
L.P., Capital Preferred Yield Fund III, L.P., and Capital
Preferred Yield Fund IV, L.P.

Owens Corning and American Finance Group, Inc., doing business as
Guaranty Capital Corporation, entered into a Master Lease
Agreement on June 17, 1992.  Subsequent to the execution of the
Agreement, Owens Corning and Guaranty Capital executed a series
of rental schedules, through which specific items of equipment
were leased to Owens Corning.

Through a series of assignments, Capital became the owner of four
rental schedules to the Agreement originally owned by Guaranty
Capital:

        * A-119                      * A-120
        * A-125                      * A-126

Pursuant to the Capital Rental Schedules, Capital leased computer
equipment to Owens Corning.  Capital Rental Schedules A-119 and
A-120 expired on December 31, 1999 and Capital Rental Schedules
A-125 and A-126 expired on June 30, 2000.

On April 12, 2002, Capital filed three proofs of claim with
respect to the Capital Rental Schedules:

   (1) Claim No. 8034, which asserted $515,517 in prepetition and
       postpetition claims by Capital Preferred IV;

   (2) Claim no. 8037, which asserted $84,854 in prepetition and
       postpetition claims by Capital Preferred III; and

   (3) Claim no. 8266, which asserted $74,272 in prepetition
       claims by Capital Preferred II.

In general, Capital asserted a $374,016 prepetition unsecured
claim and a $300,626 administrative claim.  Capital contends that
because the Debtors did not return or purchase the Equipment when
the Capital Lease Schedules expired, and continued to use the
Equipment in their business operations subsequent to the Petition
Date, it is entitled to an administrative claim based on the
monthly lease rate for each Lease Schedule from the Petition Date
forward.  The Debtors dispute Capital's allegations.

Capital's counsel contacted the Debtors' counsel to discuss the
Debtors' potential purchase of the Equipment, negotiate the
purchase amount, and settle the Capital Claims.

Subsequently, the Debtors and Capital agreed to settle their
differences pursuant to these terms:

   (1) The Debtors will pay Capital $175,322 in full and final
       satisfaction of any and all claims by Capital, including
       claims arising from the Lease Agreement, the Capital
       Rental Schedules and the Capital Claims;

   (2) On the Debtors' payment of the Settlement Amount to
       Capital, they will have full title to the Equipment.
       After its receipt of the Settlement Amount, Capital
       will promptly provide the Debtors with all reasonably
       requested documents to evidence the transfer of title to
       the Equipment; and

   (3) Within five business days of the payment to Capital of the
       Settlement Amount, Capital will send to the Debtors'
       counsel amended proofs of claim for $0, which will
       supersede Claim Nos. 8034, 8037 and 8266 and any other
       proofs of claim filed by Capital against the Debtors.  The
       Debtors' counsel will then file the Amended Claim with the
       Debtors' Claims Agent, Robert L. Berger & Associates.

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)


PARMALAT: U.S. Debtors Want Court To Ratify Oak Tree Co-Pack Deal
-----------------------------------------------------------------
Oak Tree Farm Dairy, Inc., is a dairy and processing facility
based in Long Island, New York.  Oak Tree provides the Parmalat
U.S. Debtors, as well as other dairies, with co-packing services
related to the manufacturing and packaging of milk and dairy
products.  By definition, co-packing involves the processing and
packaging of raw milk into a finished product on behalf of
another dairy, and providing value-added warehousing services
surrounding the product to other dairy companies.  A company may
choose to enter into a co-packing agreement because it does not
have its own production or warehousing facilities in a particular
location.

The U.S. Debtors run their own transportation network from the
Oak Tree location, which enables the Debtors to effectively serve
their customer base on Long Island.  In addition to providing the
Debtors and other dairies with co-packing services, Oak Tree
supplies milk and other dairy products to retail customers and
schools throughout the region.  Accordingly, Oak Tree and the
Debtors compete for many of the same customers.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that, on September 1, 2000, Parmalat USA
Corporation and Oak Tree entered into a letter of understanding,
which details the principal terms of a co-packing agreement to be
executed by the U.S. Debtors and Oak Tree, wherein Oak Tree will
provide the Debtors with co-packing services on certain terms and
conditions.  Although the parties did not execute a written co-
packing agreement, the Debtors and Oak Tree, before the Petition
Date, conducted their mutual business relationship in accordance
with the terms and conditions of the LOU as supplemented by a
Reconciliation Methodology executed by the parties.

Ms. Goldstein reports that, under the terms of the Co-Pack
Arrangement, Oak Tree supplies labor, machinery, equipment,
plant, and other facilities to manufacture, package, and label
raw milk and skim milk for the U.S. Debtors in conformity with
certain specifications provided by the Debtors.  In connection
with these services, Oak Tree invoices the Debtors based on the
total sales volume for each month.  At the end of each month, the
Debtors generate a reconciliation invoice to adjust for, among
other things, resale items, usage volumes, and allowable shrink,
with the amounts to be deducted from the amounts owed by the
Debtors to Oak Tree.

Oak Tree asserts that the U.S. Debtors owe it $557,359 in
connection with certain merchandise that Oak Tree packaged and
delivered to the Debtors before the Petition Date.  Pursuant to
Section 546(c) of the Bankruptcy Code and Article 2-702 of the
Uniform Commercial Code, Oak Tree asserted a reclamation claim
against the Debtors in connection with the alleged non-payment
for the merchandise.

The U.S. Debtors dispute the amount and validity of the
Reclamation Claim.  The Debtors assert that Oak Tree owes them
$344,768 for Monthly Reductions credited to them before the
Petition Date.

After extensive arm's-length negotiations, the U.S. Debtors and
Oak Tree agree to resolve all outstanding issues arising under
and related to the Co-Pack Arrangement and memorialize the terms
of an interim co-packing agreement.

The salient terms of the Interim Co-Pack Agreement are:

   (1) Within five days of the Effective Date of the Agreement,
       the U.S. Debtors will pay Oak Tree $212,591.

   (2) Oak Tree will continue to co-pack for the Debtors based on
       the terms and conditions of the Co-Pack Arrangement, as
       modified:

       -- The Debtors will maintain the present customers and
          volumes, subject to normal historical deviations
          existing between the parties since September 1, 2001,
          and provide Oak Tree with the same amount of raw
          materials for co-packing equivalent to the current
          customers and related volumes that Oak Tree presently
          co-packs for the Debtors to the extent these customers
          remain customers of the Debtors;

       -- Payment term is 21 days;

       -- The Interim Co-Pack Agreement will expire on the
          earlier of:

             (i) December 31, 2004;

            (ii) upon 30 days' written notice by the Debtors to
                 Oak Tree; or

           (iii) upon 30 days' written notice by Oak Tree to the
                 Debtors following the Debtors' failure to
                 provide Oak Tree with the Volume Requirements;

   (3) Oak Tree agrees to release the Debtors from any claims
       arising from or relating to the Contested Claims; and

   (4) The Debtors agree to release Oak Tree from any preference
       recovery actions and any claims arising from or relating
       to the Contested Claims.

Hence, the U.S. Debtors ask the Court to approve the Interim Co-
Pack Agreement.

Ms. Goldstein asserts that the U.S. Debtors' relationship with
Oak Tree is of prime importance to the Debtors' ongoing business
operations.  Oak Tree, for its part, will support the Debtors'
recent determination to reorganize their businesses as a going
concern so as to provide the greatest benefit to creditors and
other parties-in-interest.  The Interim Co-Pack Agreement secures
Oak Tree's obligation to continue to provide its essential co-
packing services to the Debtors, but enables the Debtors to
terminate the relationship at any time through the end of 2004.
Importantly, this arrangement prevents the risk to the Debtors of
losing a key service without saddling the Debtors' estates with
any additional administrative expenses should Oak Tree's services
no longer be needed.

Oak Tree has stated that, if the Interim Co-Pack Agreement is not
approved by the end of the month, it will cease providing the
U.S. Debtors with co-packing services.  Because currently there
is no binding agreement between the Debtors and Oak Tree, absent
the approval of the Agreement, the Debtors cannot legally compel
Oak Tree to provide the services they require.

If Oak Tree were to cease providing co-packing services, the U.S.
Debtors would be required to spend significant time and expenses
reconfiguring their production and distribution network to serve
the Long Island market from their Wallington or Brooklyn
facilities, rather than the Oak Tree plant in Long Island.  When
combined with the Debtors' $25,000,000 projected 2004 revenues
from Oak Tree and the potential loss of customers to Oak Tree,
there would be a serious negative effect on the Debtors'
businesses.  The Interim Co-Pack Agreement, Ms. Goldstein points
out, binds Oak Tree to provide co-packing services to the Debtors
until December 31, 2004, while permitting the Debtors to
terminate the Agreement without penalty upon 30 days' written
notice to Oak Tree.

Based on analysis performed by the U.S. Debtors and their
advisors, the Debtors believe that there are $225,000 in payments
made to Oak Tree before the Petition Date that are not subject to
readily available defenses.  Without the Preference Waiver, Oak
Tree would be unwilling to enter into the Interim Co-Pack
Agreement and may cease providing services.  Ms. Goldstein
contends that the inclusion of the Waiver is reasonable.

The Interim Co-Pack Agreement also allows the U.S. Debtors to
avoid costly litigation with respect to the dispute regarding Oak
Tree's Reclamation Claim.  Litigating the dispute could result in
significant costs to the Debtors and expose the Debtors to risks
that accompany it.  Aside from the considerable economic drain to
the Debtors' estates, litigation would also unnecessarily divert
the attention of the Debtors' management and legal personnel from
their reorganization efforts, which, including the costs of
litigation, could damage the Debtors' businesses.

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 Employing Keen Realty As Consultant
----------------------------------------------------------------
The Parmalat U.S. Debtors want Keen Realty, LLC, to provide real
property marketing consulting and valuation services.  The Debtors
ask the Court to approve Keen's retention by their lawyers at
McDermott Will & Emery, LLP.

Keen Realty offers a broad range of services, which include
valuing, marketing and disposing of excess real property and
leases as well as negotiating lease modification, rental
reductions, and lease terminations.  In its 20 years of
experience working with retailers to restructure their real
property and lease portfolios, Keen Realty performed services for
clients, which have involved over 180 million square feet of
retail space and, in the past four years alone, performed
services involving over $700 million in transactions.  Keen
Realty also served as real property brokers and special real
property consultants in many complex bankruptcy cases and, in
particular, performed services for debtors in cases like The
Warnaco Group, Inc., Graham--Field Health Products, Inc.,
Unidigital, Inc., and Spiegel, Inc.

The Debtors and McDermott believe that Keen Realty is well
qualified to act as marketing and valuation consultant in their
Chapter 11 cases.

The Debtors believe that Keen Realty will help facilitate the
negotiation of a plan of reorganization, maximize the value of
their Chapter 11 estate, and comply with the terms of the Final
DIP Order.

                 Real Estate Retention Agreement

Pursuant to the terms of a real estate retention agreement, Keen
Realty will undertake its real property valuation services in
conjunction with CB Richard Ellis.  The final value conclusion
will be consensually agreed on by Keen Realty and CB Richard.
All valuation reports will be signed by CB Richard Ellis.

Keen Realty will also undertake equipment appraisals for all
machinery and equipment in conjunction with SB Capital Group,
LLC, and Rabin Worldwide.  The final machinery and equipment
value conclusion will be consensually agreed on by Keen Realty,
SB Capital, and Rabin Worldwide.

               Marketing Services and Related Fees

As marketing consultant, Keen Realty will:

   (1) review all pertinent documents and consult with the
       Debtors' counsel;

   (2) communicate with prospective users, tenants, brokers,
       investors, etc., including the location of additional
       parties who may have an interest in the purchase of the
       Property;

   (3) respond and provide information to negotiate with, solicit
       offers from prospective purchasers, and make
       recommendations to the Debtors as to the advisability of
       accepting particular offers;

   (4) meet periodically with the Debtors and their professional
       advisors in connection with the status of their
       reorganization efforts;

   (5) work with the attorneys responsible for the implementation
       of the proposed transaction, review documents, negotiate
       and assist in resolving problems that may arise; and

   (6) appear in Court to testify or consult with the Debtors in
       connection with the marketing or disposition of a
       Property.

When the U.S. Debtors sell, lease or otherwise transfer title to
the Property, whether individually, or as a part of (i) a
package, (ii) the disposition of their business, or (iii) a plan
of reorganization, Keen Realty will earn:

   (a) 7% of the first $1,000,000 of the Gross Proceeds from the
       transaction pertaining to the Property; and

   (b) 4% of the Gross Proceeds from the transaction pertaining
       to the Property in excess of $1,000,000.

With respect to all fees that are due and owing to Keen Realty,
the U.S. Debtors will pay the fees in full, off the top, from the
sale proceeds or otherwise, simultaneously with the closing,
sale, or other consummation of the proposed transaction.

If a buyer is properly represented by a third party broker, the
compensation will increase by 3% of the Gross Proceeds for the
broker's fees.

               Valuation Services and Related Fees

Keen Realty will be retained by McDermott.  A real estate
appraisal will be conducted on each of a fair market value basis
and a forced liquidation value basis.  The fair market value will
be appraised assuming a sale for an alternative use, as is,
without restoration, and after removal of all the fixtures.

The machinery and equipment appraisals will provide conclusions
of value under each of these standards:

   (a) Orderly Liquidation Value (OLV)

       An estimated gross amount expressed in terms of currency
       in U.S. Dollars, which the subject personal property
       could typically realize at a privately negotiated sale,
       properly advertised and professionally managed, by a
       seller obligated to sell over a specified period of time,
       as of the effective date of the Appraisal Report.  The
       ability of the asset group to draw sufficient prospective
       buyers to ensure competitive offers are considered.  All
       of the assets are to be sold individually or through
       appropriate groupings, on an "as-is", "where-is" basis,
       with the purchaser responsible for the removal of the
       assets at their own risk and expense.  Any deletions or
       additions to the assets appraised could change the
       psychological and monetary appeal necessary to attain the
       value expected.

   (b) Fair Market Value - In Place (FMVP)

       FMVP is defined as the amount that may reasonably be
       expected from the sale of assets, in-place, between a
       willing buyer and a willing seller, with equity to both,
       neither of whom are under any compulsion to buy or sell,
       and both fully aware of all relevant facts.  This value
       assumes that the buyer will be using the equipment in its
       existing location for the same type of product with little
       or no modification to the facility.

                       Appraisal Schedules

Given that the U.S. Debtors provide the necessary information and
payment, Keen Realty will present verbal and written appraisal
reports to McDermott on these schedules:

      (i) For the real estate Appraisal of the Grand Rapids,
          Michigan facility, Keen Realty provided a verbal report
          on June 17, 2004 and a written report on June 24, 2004;

     (ii) For the real estate Appraisal of the Wallington, New
          Jersey, and Brooklyn, New York facilities, Keen Realty
          will provide a verbal report on June 24, 2004 and a
          written report on June 30, 2004; and

    (iii) For the Machinery and Equipment Appraisals, Keen Realty
          provided a verbal report on June 17, 2004 and a written
          report on June 23, 2004.

                           Compensation

The U.S. Debtors will compensate Keen Realty for its services to
McDermott:

   (a) For the real estate Appraisal of the Grand Rapids,
       Michigan facility, the Debtors will pay $12,000;

   (b) For the real estate Appraisal of the Wallington, New
       Jersey and Brooklyn, New York facilities, the Debtors will
       pay $20,000;

   (c) For the Machinery and Equipment Appraisals, the Debtors
       will pay $25,000;

   (d) Keen Realty will make arrangements with CB Richard Ellis,
       SB Capital Group, and Rabin Worldwide with regard to the
       sharing fees on the appraisals.  However, the Debtors
       will not pay Keen Realty, CB Richard Ellis and SB Capital
       Group, more than $57,000, plus expenses for the Appraisals
       and the Machinery and Equipment Appraisals, plus, if
       necessary, expert witness fees.

           Expert Witness and Related Consulting Fees

At no extra charge, Keen Realty will also provide to the Debtors
and McDermott assistance in:

   (1) seeking and obtaining Bankruptcy Court approval of the
       Retention Agreement including related testimony and Court
       time; and

   (2) responding to requests for information and in preparing
       for and testifying with respect to any hearing of one day
       or less seeking Court approval of a Property disposition
       transaction.

The U.S. Debtors will pay Keen Realty on an hourly basis for its
time, including travel time, in connection with providing any
real estate consulting services, pre-hearing service, litigation
support, and time spent as a witness in connection with any
contested matter.  The firm's hourly rates are:

       Position                                      Rate
       --------                                      ----
       President and Chairman                        $500
       Executive Vice President                       425
       Vice President and Director                    350
       Associate and Analyst                          200
       Administrative Support and Researcher          125

                   Expenses and Disbursements

The U.S. Debtors will approve each expense item in excess of $500
prior to the expenditure relating to Keen Realty's obligations.

                        Disinterestedness

Harold Bordwin, a principal at Keen Realty, assures the Court
that the firm:

   (1) is a "disinterested person" as that term is defined in
       Section 101(14) of the Bankruptcy Code; and

   (2) does not hold or represent any interest adverse to the
       Debtors or their estates.

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)


PEGASUS SATELLITE: Wants to Retain Kekst & Co. As Consultant
------------------------------------------------------------
Ted S. Lodge, the Pegasus Satellite Communications, Inc.
Debtors' President, Chief Operating Officer and Counsel, tells
Judge Haines that the Debtors require the services of a seasoned
and experience corporate and crisis communications consultant, one
that is familiar with the Debtors' business and operations, the
satellite television industry, and the Chapter 11 process.

Kekst and Company, Incorporated, is particularly well-suited to
serve as the Debtors' corporate communications consultant in
their Chapter 11 cases.  Formed in 1970, Kekst specializes in
addressing corporate communications challenges and opportunities.
Kekst's professionals have extensive experience in crisis
communications, involving bankruptcies, restructurings and
reorganizations, as well as other significant corporate
developments like mergers and acquisitions, management
transitions, proxy contests and government investigations.  Kekst
enjoys an excellent reputation for the services it has rendered
in large and complex Chapter 11 cases, including on behalf of
FiberMark, Cable & Wireless Americas, Polaroid, Stone & Webster,
and AMF Bowling.

Accordingly, the Debtors seek the Court's authority to employ
Kekst, as of the Petition Date, as corporate communications
consultant to provide corporate advisory, public relations and
strategic crises communications services throughout their Chapter
11 cases.

On May 21, 2004, the Debtors engaged Kekst to provide corporate
and crisis communications services.  Since that time, Kekst
professionals have worked closely with the Debtors' management
team and other professionals, and have become well acquainted
with the Debtors' operations and business.

A plethora of constituency groups and stakeholders will be
interested in the Debtors' bankruptcy.  The cooperative
participation of many of these persons and entities will be
necessary for the Debtors to successfully operate in Chapter 11
and manage their bankruptcy estates.  Kekst will be able to
assist the Debtors in protecting, retaining and developing the
goodwill and confidence of these constituencies and stakeholders.

In addition, the Debtors believe that, by having a corporate
communications consultant, other professionals in these cases
will be able to focus better on their competencies and their core
tasks, which is to efficiently and effectively manage the
Debtors' business and operations, and to facilitate a successful
Chapter 11 process.

As corporate communications consultant, Kekst will:

   (a) provide general strategic public relations advice related
       to the reorganization of the Debtors' management;

   (b) prepare, distribute and follow-up on press releases and
       responsive statements relevant to the Chapter 11 cases and
       its progress;

   (c) assist in answering questions from the press on the
       Debtors' behalf, and proactively contacting and speaking
       with the media as necessary to convey information;

   (d) provide monitoring services related to the media's
       coverage of the Debtors' reorganization and professional
       evaluation of its importance, quality and tone;

   (e) prepare, including original writing and editing, of
       various correspondence, memoranda, letters, Web sites, and
       other communications related to the Debtors'
       reorganization to use with its employees, customers,
       dealers, suppliers and other key business constituencies;

   (f) prepare and edit materials to anticipate the concerns of
       and likely questions from various constituencies affected
       by the reorganization and development of appropriate
       information for the Debtors to use in response;

   (g) develop guidelines and materials for the Debtors'
       employees to help them respond to questions and concerns
       from various external publics, like subscribers, dealers,
       equipment distributors, service providers and the general
       public;

   (h) attend meetings and participate in phone conferences with
       the Debtors' management and its attorneys as required;

   (i) attend court hearings and develop information about the
       hearings for the benefit of internal and external
       constituencies; and

   (j) consult and review drafts of all materials with all
       appropriate company officials and attorneys.

The Debtors will compensate Kekst for its professional services
on an hourly basis in accordance with the firm's ordinary
customary rates:

          Professional                    Hourly Rate
          ------------                    -----------
          Senior Partners                 $625 - 875
          Partners                         425 - 600
          Senior Associates                300 - 425
          Associates                          175

The principal Kekst professionals currently engaged by the
Debtors and their billing rates are:

          Name                            Hourly Rate
          ----                            -----------
          Michael Freitag, partner           $600
          Victoria Weld, partner              500
          Heather Grizzle, associate          175

In addition, Kekst will be reimbursed for its reasonable out-of-
pocket expenses.

Kekst received a $75,000 non-refundable minimum fee in connection
with preparing for the filing of the Debtors' Chapter 11 cases
and for its proposed postpetition representation of the Debtors.
Kekst's fees will be applied against the amount of the Minimum
Fee.  Kekst also received a $10,000 refundable deposit to be used
towards out-of-pocket expenses.

Michael Freitag, a partner at Kekst, attests that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.  Mr. Freitag assures Judge Haines that Kekst
does not hold or represent an interest adverse to the Debtors'
estates.

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


PG&E CORPORATION: Adopts Shareholder Rights Plan Policy
-------------------------------------------------------
PG&E Corporation announced that its Board of Directors has
approved a policy regarding future shareholder rights plans. The
policy provides that if the Board adopts a shareholder rights plan
in the future, or if the Board extends the term of a future
shareholder rights plan, it will submit such adoption or extension
to a shareholder vote within 12 months of such adoption or
extension. PG&E Corporation's shareholders approved a non-binding
proposal on this issue at the Corporation's annual meeting on
April 21, 2004.

As previously announced, in February 2004, the Board voted to
terminate the Corporation's then-existing shareholder rights plan
upon Pacific Gas and Electric Company's exit from Chapter 11.
Pacific Gas and Electric Company emerged from Chapter 11 on April
12, 2004, and the rights that previously had been issued under the
plan expired on that date.


PIVOTAL SELF-SERVICE: Going Concern Viability is in Doubt
---------------------------------------------------------
Pivotal Self-Service Technologies Inc. has an accumulated deficit
of $9,146,487 at March 31, 2004. As a result, substantial doubt
exists about the Company's ability to continue to fund future
operations using its existing resources.  In order to ensure the
success of the new business, the Company is dependent upon the
ability to realize substantial value from its investment in
available for sale securities.

The business of Pivotal Self-Service Technologies Inc. (formerly
known as Wireless Ventures Inc. and Hycomp, Inc.) is conducted
through its wholly-owned Canadian subsidiary Prime Battery
Products Limited. On December 31, 2002, Pivotal, through a newly
incorporated wholly-owned subsidiary named Prime Battery completed
the acquisition of certain business assets of DCS Battery Sales
Ltd.  Prime Battery distributes value priced batteries and other
ancillary products to dollar stores in North America.

The Company also conducted its business during part of fiscal 2003
through another wholly-owned subsidiary called Prime Wireless
Corporation which was in the business of earning sales commissions
from selling Vertex-Standard two way radio products in Canada,
under an exclusive distribution agreement. During the three month
period ended March 31, 2003, the Company disposed of all the
issued and outstanding shares of Prime Wireless.

During fiscal 2003 management, with the consent of the Board of
Directors, decided to dispose of the battery business. The
operating results of Prime Wireless in 2003 and Prime Battery in
2003 have been classified as discontinued operations. The assets
and liabilities of Prime Battery have been separately disclosed as
held for sale.

The Company's total assets decreased from $2,371,622 at December
31, 2003 to $1,237,087 at March 31, 2004. The decrease is
primarily due to a decline in the carrying value of the Company's
marketable securities and a depletion of the Company's cash
balances.

Cash balances declined from $92,192 on December 31, 2003 to $2,120
on March 31, 2004, primarily due to funding of cash operating
losses.

Total liabilities decreased from $1,076,394 at December 31, 2003
to $696,586 at March 31, 2004. The decrease in liabilities is the
result of retiring notes payable (including principal and accrued
interest) of $228,989 with 130,000 shares of the Company's
marketable securities during the first quarter and a reduction in
liabilities of discontinued operations from $380,853 to $318,263.

The accumulated deficit decreased by the earnings for the three
month period ended March 31, 2004 of $113,301. The Company also
recorded a foreign exchange translation gain of $4,567 and a
$917,025 unrealized holding loss on available for sale securities.

The Company is technically in default of the senior subordinated
convertible debentures. As a result, they have been classified as
current liabilities.  In addition, the Company did not make
certain principal and interest repayments on a note payable in its
wholly owned subsidiary when they became due. The Company has
reduced the amount of the liability subsequent to March 31, 2004
and was able to negotiate a new agreement during the month of
April 2004.


PMA CAPITAL: S&P Places 'CC' Credit Rating On CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' counterparty
credit rating on PMA Capital Corp. (NASDAQ:PMACA) on CreditWatch
with positive implications.

This rating action follows the company's recent announcement that
it has received regulatory approval from the Pennsylvania
Insurance Department to transfer the ownership of its primary
workers' compensation subsidiaries--Pennsylvania Manufacturers
Assoc. Insurance Co., Pennsylvania Manufacturers Indemnity Co.,
and Manufacturers Alliance Insurance Co.--to itself from
PMA Capital Insurance Co. "Consequently, PMACA's financial
flexibility is expected to improve significantly," said Standard &
Poor's credit analyst Laline Carvalho.

PMACA's financial flexibility had declined substantially following
its announcement of a $150 million reserve-strengthening charge at
reinsurance subsidiary PMACIC in the third quarter of 2003. At the
same time, the group announced its intention to exit the
reinsurance business by placing PMACIC into run-off. It also
agreed with the Pennsylvania Insurance Department not to issue any
further dividend payments from PMACIC to PMACA without
regulatory approval. The transfer of ownership of the PMAIG
companies to PMACA effectively unstacks PMACA's legal
organizational structure. This will provide the holding company
with a new source of dividend payments to support its debt
obligations by enabling PMAIG to pay dividends directly
to the holding company rather than to PMACIC.

Following a $48 million net loss in 2002 and a $94 million net
loss in 2003, PMACA's operating results improved moderately in the
first quarter of 2004, with the group reporting net income of $12
million.

"Standard & Poor's expects to resolve the CreditWatch status of
the ratings over the next few weeks after it has fully evaluated
the implications of the unstacking on the holding company," Ms.
Carvalho added. The 'R' counterparty credit and financial strength
ratings on PMACIC are unaffected by this action.


PROVECTUS PHARMACEUTICALS: Needs More Funds to Support Operations
-----------------------------------------------------------------
Provectus Pharmaceuticals Inc.'s financial statements have been
prepared assuming the Company will continue as a going concern.
Continuing as a going concern is dependent upon successfully
obtaining additional working capital.

The Company will continue to require additional capital to develop
its products and develop  sales and distribution channels for its
products. Management believes there are a number of potential
alternatives available to meet the Company's continuing capital
requirements,  including proceeding as rapidly as possible with
the development of over-the-counter products that can be sold with
a minimum of regulatory compliance and developing revenue sources
through licensing of its existing intellectual property portfolio.
In addition, the Company is actively pursuing additional debt
and/or equity capital in order to support ongoing  operations.
There can be no assurance that the Company will be able to obtain
sufficient  additional working capital on commercially reasonable
terms or conditions, or at all.

Provectus' present cash  low is not sufficient to meet its short-
term operating needs for  initial production and distribution of
OTC products in order to achieve meaningful sales  volumes, much
less to meet its longer-term needs for investment in its business
through  execution of the next phases in clinical development of
its pharmaceutical products and resumption of its currently
suspended research programs.  Management anticipates that the
majority of the funds for its operating and development needs in
2004 will come from the
proceeds of private placements or public offerings of debt or
equity securities. Management is currently in discussions with
multiple funding sources and feels confident adequate operating
funding and development funding will result. While it is believed
that the Company has reasonable basis for its expectation that the
Company will be able to raise additional funds, there is no
assurance that it will be able to do so on commercially reasonable
terms. In addition, any such financing may result in significant
dilution to shareholders.


PRUDENTIAL SECURITIES: S&P Affirms Low-B Ratings on 4 Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of certificates from Prudential Securities Secured
Financing Corp.'s series 1998-C1. At the same time, all other
ratings from the same transaction are affirmed.

The raised and affirmed ratings reflect seasoning and credit
support levels that adequately support the ratings under various
stress scenarios.

As of June 2004, the pool consisted of 237 fixed-rate mortgages
with an aggregate principal balance of $914.3 million, down from
$1,148 million, at issuance. KeyBank Real Estate Capital acts as
both master and special servicer and provided interim and year-end
2003 net operating income data for 91.9% of the pool. Based on
this information, Standard & Poor's calculated the weighted
average debt service coverage ratio at 1.63x, up from 1.51x, at
issuance. In arriving at this figure, 2002 data was used for 6.73%
of the pool when 2003 data was not available. To date, realized
losses have been experienced on five mortgage loans totaling $7.2
million.

The top 10 loans constitute 19.38% of the outstanding pool
balance. Nine of the mortgages are based on year-end 2003 NOI and
one mortgage is based on annualized March 2004 NOI. The weighted
average DSC ratio for the top 10 loans increased to 1.50x from
1.51x at issuance. The third-largest loan, $22 million, appears on
the watchlist due to occupancy issues and is discussed later in
this release. No other top 10 loans appear on the watchlist or are
with the special servicer. The largest loan in the pool, however,
is struggling with occupancy issues. This $28 million loan is
secured by eight properties, with a combined occupancy of 67% at
year-end 2003. The properties are mixed-use, office/industrial
properties located in Texas.

As of June 2004 distribution date, there are six specially
serviced mortgage loans totaling $22.8 million. Three, totaling
$13.8 million, have been transferred back to the master servicer.
The remaining three mortgages, totaling $9 million, are outlined
below. Two of the three assets are current, while one is 90-plus
days delinquent. It is the only delinquent asset in the pool.

The delinquent loan is $2.3 million and is secured by an 82-unit,
limited-service hotel in Savannah, Ga. The loan was transferred to
the special servicer in November 2001 due to imminent default,
which was addressed with a forbearance agreement. It returned to
the special servicer in January 2004 due to payment default. The
hotel was built in 1972 and is flagged as a Days Inn. It is
located near an active interstate in close proximity to 17 hotels,
eight of which are new. Property cash flows did not cover debt
service for full year 2003. Occupancy was reported at 62% in
December 2003, and the most recent average daily rate available,
from June 2003, was $29.88. In January 2004, the property
inspection ranked the hotel as being in good condition. In April
2004, the loan was restructured, and the borrower has entered into
a new forbearance agreement. The special servicer expects that the
loan will return to the master servicer in July 2004.

One of the specially serviced but current loans is $4.7 million,
and is secured by a 367,485-sq.-ft. anchored retail center in
York, Pennsylvania. In addition to the mortgage loan, an
unauthorized wraparound loan in the amount of $14 million exists
outside the trust. Built in 1972, and renovated in 1987, the
center reported occupancy levels of approximately 40% as of May
2004. The property suffers from low occupancy levels, largely due
to two dark anchors, Kmart (89,491 sq. ft.) and Ames Department
Store (73,000 sq. ft.). The remaining tenants include the U.S.
Post Office, as well as an assortment of regional and local
tenants. Negotiations have been ongoing to secure Lowe's as a
tenant, which would require the anchor spaces to be demolished.
The borrower has entered into a sales contract in the amount of
$10 million, which has been approved by the special servicer. The
closing has been delayed, in part due to the complications
associated with the Lowe's lease. The borrower has a purchase
option to advance the closing date to July 2004 provided
conditions are met and a $125,000-per-month extension fee is paid.
The money has been used, in part, to help keep the mortgage
current.

The remaining specially serviced mortgage loan, at $2 million, is
secured by two multifamily properties in Woodward, Oklahoma. The
properties were built in the 1970s and were renovated in 1981 and
1983, respectively. The loan's most recent transfer to the special
servicer was in January 2003 due to an erratic payment history. It
has been with the special servicer twice before. Both properties
were ranked in good condition in the October 2003 inspection
report. Occupancy levels for both properties were reported at
93.8% (112 units) and 89.9% (217 units), as of December 2003. An
unauthorized second mortgage in the amount of $2.4 million appears
on the second property. The 217-unit property is in the process of
being sold at an offering price of $3.0 million to satisfy the
unauthorized debt by July 2004. Cumulatively, the DSC for both
properties is 1.2x.

KeyBank reported 45 mortgages totaling $134.7 million on its
watchlist. The watchlist includes the Ivor Braka portfolio,
which encompasses 17 cross-collateralized and cross-defaulted
mortgages totaling $22.1 million. Taken together, the portfolio is
the third-largest exposure in the pool. The portfolio consists of
office, industrial, and retail properties. Five of the 17
mortgages appearing on the watchlist total $4.2 million (or 19.0%
of the mortgage amount). The mortgages appear on the watchlist due
to occupancy issues. DSC for the portfolio was reported as
mortgages cumulatively is 1.81x. The property inspection reports
generally rank all of the properties as being in good condition,
except for one property, which is ranked in fair condition. Of
the remainder of the mortgages on the watchlist approximately,
27.3% of the loans appear on the list due to low DSCR ratios (of
below 1.0x).

The pool is geographically diverse, with the only concentration in
excess of 10% being in California (15.5%). The property type
composition of the pool includes retail (33.8%), multifamily
(23.6%), office (16.1%), lodging (7.2%), and an assortment of
other property types (19.3%).

Standard & Poor's stressed the specially serviced, watchlisted
loans as well as other loans in the pool that appeared to be
underperforming. The resultant credit enhancement levels support
the raised and affirmed ratings.

                         Ratings Raised

               Prudential Securities Secured Financing Corp.
     Commercial Mortgage Pass-Through Certificates series 1998-C1

                           Rating          Credit
               Class   To          From    Support (%)
               B       AAA         AA+          29.03
               C       AA+         A+           22.12
               D       A           BBB          15.52
               E       A-          BBB-         13.64
               F       BBB         BB+          10.81

                         Ratings Affirmed

               Prudential Securities Secured Financing Corp.
      Commercial Mortgage Pass-Through Certificates series 1998-C1

                                  Credit
                    Class   Rating   Support (%)
                    A-1A3   AAA           35.31
                    A-1B    AAA           35.31
                    A-2-MF  AAA           35.31
                    A-EC    AAA               -
                    G       BB+            7.67
                    H       BB             6.73
                    J       BB-            5.47
                    K       B+             3.58


RESIDENTIAL ACCREDIT: Fitch Rates Classes B-1 & B-2 at BB/B
-----------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. $102,067,298 mortgage
pass-through certificates, series 2004-QS9, as follows:

     --Classes A-1, A-P, A-V, and R certificates 'AAA';
     --$1,997,400 class M-1 'AA';
     --$262,800 class M-2 'A';
     --$367,900 class M-3 certificates 'BBB'.
     --$157,700 privately offered class B-1 'BB';
     --$105,100 privately offered class B-2 'B';
     --$157,696 privately offered class B-3 not rated (NR).

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 1.90% class M-1, the 0.25% class M-
2, the 0.35% class M-3, the 0.15% privately offered class B-1, the
0.10% privately offered class B-2, and the 0.15% privately offered
class B-3. Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud, and special hazard losses in limited amounts. In addition,
the ratings reflect the quality of the mortgage collateral,
strength of the legal and financial structures, and Residential
Funding Corp.'s (RFC) servicing capabilities (rated 'RMS1' by
Fitch) as master servicer.

As of the cut-off date, June 1, 2004, the mortgage pool consisted
of 729 conventional, fully amortizing, 15-year fixed-rate,
mortgage loans secured by first liens on one- to four- family
residential properties with an aggregate principal balance of
$105,115,894. The mortgage pool has a weighted average original
loan-to-value ratio of 67.19%. The pool has a weighted average
FICO score of 725, and approximately 56.26% and 3.45% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively. Loans originated under a reduced
loan documentation program account for approximately 69.94% of the
pool, equity refinance loans account for 47.40%, and second homes
account for 1.53%. The average loan balance of the loans in the
pool is $144,192. The three states that represent the largest
portion of the loans in the pool are California (26.97%), Texas
(16.88%), and Florida (5.12%).

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers,
except in the case of 39.6% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly owned
subsidiary of the master servicer. Approximately 14.3% of the
mortgage loans were purchased from and are being subserviced by
National City Mortgage Company. No other unaffiliated seller sold
more than approximately 6.1% of the mortgage loans to Residential
Funding. Approximately 84.3% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994. Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points, and/or fees.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program. Alt-A program loans are often marked by
one or more of the following attributes: a non-owner-occupied
property; the absence of income verification; or a loan-to-value
ratio or debt service/income ratio that is higher than other
guidelines permit. In analyzing the collateral pool, Fitch
adjusted its frequency of foreclosure and loss assumptions to
account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee. RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit.


ROANOKE TECH: Reiterates Recent 10QSB Profitability Projection
--------------------------------------------------------------
Roanoke Technology Corp. (OTCBB:RNKE) repeats below the relevant
extracts of company President, Mr. David L. Smith's, comments
featured in the recently filed 10QSB. This is done for the easy
reference and benefit of shareholders and interested parties
looking for shareholder value in their investments.

   1. "During the past 6 months, we have concentrated our efforts
      on minimizing company expenses and focusing the direction of
      our company on our affiliates and sales leads efforts."

   2. "We estimate our expenses to be in the neighborhood of
      $1,500,000, excluding non-cash compensation in the form of
      stock. We are expecting revenues to reach $1,800,000. If our
      revenue projections remain accurate, Roanoke Technology
      Corporation will post its first profit since going public."

Mr. Smith further commented, "Needless to say our current shares
prices remain a real bargain for long term investors and positive
progress continues to be made by our Consultant, Graceleyne
Financial, Inc. on the sale of our $12 million bond."

                     *   *   *

As reported in the Troubled Company Reporter's May 3, 2004
edition, Roanoke Technology Corporation has suffered losses from
operations and may require additional capital to continue as a
going concern as the Company develops its new markets.

Management believes the Company will continue as a going concern
in its current market and is actively marketing its services which
would enable the Company to meet its obligations and provide
additional funds for continued new service development. In
addition, management is currently negotiating several additional
contracts for its services. Management is also embarking on other
strategic initiatives to expand its business opportunities.
However, there can be no assurance these activities will be
successful. There is also uncertainty with regard to managements
projected revenue being in excess of its operating expenditures
for the fiscal year ending October 31, 2004.

Items of uncertainty include the Company's liabilities with regard
to its payroll tax liability in excess of $700,000 and its Small
Business Administration loan with a principal balance of $270,807
plus accrued interest. The Company has been in default of these
liabilities and has had negotiations regarding resolution of these
matters. The outcome of these negotiations was uncertain as of
October 31, 2003. If the Company is not successful in these
negotiations or payment, there is substantial doubt as to the
ability of the Company to continue as a going concern.

On December 25, 2003 the Company negotiated an installment
agreement with the Internal Revenue Service with regard to its
payroll tax liability. The agreement calls for payments of $5,000
per month for 48 months with a balloon payment for the balance
owed at the end of that period. The Company's President, Dave
Smith, signed for personal liability of the Trust Fund portion in
the amount of $321,840 plus penalties and interest should the
Company default on these payments. Should the Company default on
these payments and any other current tax compliance, the Company's
property can be taken to satisfy the liability.

During the year ended October 31, 2003, the Company often remained
current with its monthly payment for its Small Business
Administration loan. Of the $270,807 balance owed, the Company has
a past due balance of $131,150. The lender holds the Company's
furniture and equipment as collateral for this loan.


ROANOKE TECHNOLOGY: June 2004 Sales Increase by 33 Percent
----------------------------------------------------------
Roanoke Technology Corp. (OTCBB:RNKE) announces an increase in
sales over the previous month.

Sales have increased by 33% over the previous month based on the
sales to date for June 2004. In May, Roanoke Technology Corp.
signed 19 contracts with new clients as compared to 29 new
contracts thus far in the month of June.

RNKE C.E.O. David Smith commented, "I am very pleased with the
increase in sales so far and have faith that our sales team will
add to these numbers in the remaining days of June. I consider
this increase even more dramatic as it occurred during the summer,
which is traditionally a slow season for our industry."

                     *   *   *

As reported in the Troubled Company Reporter's May 3, 2004
edition, Roanoke Technology Corporation has suffered losses from
operations and may require additional capital to continue as a
going concern as the Company develops its new markets.

Management believes the Company will continue as a going concern
in its current market and is actively marketing its services which
would enable the Company to meet its obligations and provide
additional funds for continued new service development. In
addition, management is currently negotiating several additional
contracts for its services. Management is also embarking on other
strategic initiatives to expand its business opportunities.
However, there can be no assurance these activities will be
successful. There is also uncertainty with regard to managements
projected revenue being in excess of its operating expenditures
for the fiscal year ending October 31, 2004.

Items of uncertainty include the Company's liabilities with regard
to its payroll tax liability in excess of $700,000 and its Small
Business Administration loan with a principal balance of $270,807
plus accrued interest. The Company has been in default of these
liabilities and has had negotiations regarding resolution of these
matters. The outcome of these negotiations was uncertain as of
October 31, 2003. If the Company is not successful in these
negotiations or payment, there is substantial doubt as to the
ability of the Company to continue as a going concern.

On December 25, 2003 the Company negotiated an installment
agreement with the Internal Revenue Service with regard to its
payroll tax liability. The agreement calls for payments of $5,000
per month for 48 months with a balloon payment for the balance
owed at the end of that period. The Company's President, Dave
Smith, signed for personal liability of the Trust Fund portion in
the amount of $321,840 plus penalties and interest should the
Company default on these payments. Should the Company default on
these payments and any other current tax compliance, the Company's
property can be taken to satisfy the liability.

During the year ended October 31, 2003, the Company often remained
current with its monthly payment for its Small Business
Administration loan. Of the $270,807 balance owed, the Company has
a past due balance of $131,150. The lender holds the Company's
furniture and equipment as collateral for this loan.


SEITEL INC: Prices 11-3/4% Senior Note Private Offering
-------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIEQ), announced that it has
entered into a purchase agreement for a private offering of
$193,000,000 aggregate principal amount at maturity of 11-3/4%
senior unsecured notes due 2011. The notes are being offered to
investors at a price of 97.675% of principal amount resulting in
gross proceeds to Seitel of approximately $188.5 million. This
private offering is one of the necessary funding components of
Seitel's chapter 11 plan of reorganization, which was confirmed by
the U.S. bankruptcy court on March 18, 2004. The notes will mature
on July 15, 2011, and interest on the notes will be payable semi-
annually in arrears on January 15 and July 15 of each year,
commencing on January 15, 2005. Subject to market and other
customary conditions, consummation of the private offering of the
notes is expected to occur on July 2, 2004, which is the
anticipated effective date of the Plan.

Upon consummation of the offering, Seitel will deposit the entire
net proceeds from the sale of the notes together with an
additional cash amount into escrow pending the completion of
equity financing transactions contemplated by the Plan that will
provide additional funds which, upon the release from escrow of
the net proceeds from the notes offering, will be used in the
aggregate, together with certain cash on hand, to pay 100% of
allowed creditors' claims, together with post-petition interest,
as required under the Plan. The deposit of the net proceeds of the
notes offering into escrow is one of the conditions to
effectiveness of the Plan.

Seitel is not registering the offer and sale of the notes under
the Securities Act of 1933, as amended, or under any state
securities laws. The notes will be issued to the initial
purchasers thereof in a private offering under Section 4(2) of the
Securities Act, and the initial purchasers, in turn, will resell
the notes only (i) to "qualified institutional buyers" in reliance
on the exemption from registration pursuant to Rule 144A under the
Securities Act and (ii) outside the United States in offshore
transactions to non-U.S. persons in reliance on Regulation S under
the Securities Act. The notes may not be offered or sold within
the U.S. or to, or for the account or benefit of, any U.S. person
unless the offer or sale is registered under, or would qualify for
an exemption from the registration requirements of, the Securities
Act and applicable state securities laws. This press release shall
not constitute an offer to sell, or the solicitation of an offer
to buy, nor shall there be any sale of the notes in any state in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

                     About Seitel

Seitel is a leading provider of seismic data and related
geophysical services to the oil and gas industry in North America.
Oil and gas companies to assist in the exploration for and
development and management of oil and gas reserves use Seitel's
products and services. Seitel has ownership in an extensive
library of proprietary onshore and offshore seismic data that it
has accumulated since 1982 and that it offers for license to a
wide range of oil and gas companies. Seitel believes that its
library of onshore seismic data is one of the largest available
for licensing in the United States and Canada. Seitel's seismic
data library includes both onshore and offshore three- dimensional
(3D) and two-dimensional (2D) data and offshore multi-component
data. Seitel has ownership in approximately 32,000 square miles of
3D and approximately 1.1 million linear miles of 2D seismic data
concentrated primarily in the major North American oil and gas
producing regions. Seitel markets its seismic data to over 1,300
customers in the oil and gas industry, and it has license
arrangements with in excess of 1,000 customers.


SIX FLAGS: Extends 9-5/8% Senior Note Exchange Offer to July 15
---------------------------------------------------------------
Six Flags, Inc. (NYSE: PKS and PKS-B), announced that the
expiration date of its offer to exchange all of its outstanding
9-5/8% Senior Notes due 2014 for its 9-5/8% Senior Notes due 2014
that have been registered under the Securities Act of 1933, as
amended, has been extended to 5:00 p.m., New York City time, on
Thursday, July 15, 2004.

Through June 28, 2004, Six Flags has received tenders of Notes
from holders of approximately 41.8% 9-5/8%of the outstanding
principal amount of the 9-5/8% Notes pursuant to its Exchange
Offer and the related Letter of Transmittal and Notice of
Guaranteed Delivery.

The Bank of New York is the exchange agent for the Exchange Offer,
and also acts as trustee.

                    About Six Flags

Six Flags is the world's largest regional theme park company.

In its Form 10-Q for the quarterly period ended March 31, 2004,
Six Flags, Inc. reports:

"Our principal sources of liquidity are cash generated from
operations, funds from borrowings and existing cash on hand.  Our
principal uses of cash include the funding of working capital
obligations, debt service, investments in parks (including capital
projects and acquisitions), preferred stock dividends and payments
to our partners in the Partnership Parks.  We did not pay a
dividend on our common stock during 2003, nor do we expect to pay
dividends in 2004.  We believe that, based on historical and
anticipated operating results, cash flows from operations,
available cash and available amounts under our credit agreement
will be adequate to meet our future liquidity needs, including
anticipated requirements for working capital, capital
expenditures, scheduled debt and preferred stock requirements and
obligations under arrangements relating to the Partnership Parks,
for at least the next several years.  Our current and future
liquidity is, however, greatly dependent upon our operating
results, which are driven largely by overall economic conditions
as well as the price and perceived quality of the entertainment
experience at our parks.  Our liquidity could also be adversely
affected by unfavorable weather, accidents or the occurrence of an
event or condition, including terrorist acts or threats, negative
publicity or significant local competitive events, that
significantly reduces paid attendance and, therefore, revenue at
any of our theme parks.  In that case, we might need to seek
additional financing. In addition, we expect to refinance all or a
portion of our existing debt on or prior to maturity and to seek
additional financing.  The degree to which we are leveraged could
adversely affect our ability to obtain any new financing or to
effect any such refinancing."


SK GLOBAL AMERICA: Files Chapter 11 Liquidating Plan
----------------------------------------------------
SK Global America, Inc., delivered its Plan of Liquidation under
Chapter 11 of the Bankruptcy Code to the Bankruptcy Court on
June 23, 2004.  The Plan is the product of extensive negotiations
among the Debtor, SK Networks Co., Ltd. -- the Debtor's corporate
parent in Korea -- Cho Hung Bank and Korea Exchange Bank.

Embodied in the Plan, Moon Ho Kim, SK Global's President and
Treasurer explains, are various compromises, settlements and
concessions, which will result in creditors achieving a greater
and more expeditious recovery than would otherwise be available
under an alternative plan of reorganization or in a Chapter 7
liquidation.  The Plan is intended to resolve all Claims against,
and Equity Interests in, the Debtor, and provides a mechanism
for the liquidation of all the Debtor's remaining assets and
the Distribution of the proceeds to the Debtor's Creditors.
The Plan contemplates the wind down of the Debtor's remaining
operations, the liquidation of certain assets and distribution
of Cash proceeds to certain Creditors.

The Plan resolves disputes and avoids costly litigation over
the extent and validity of the Secured Claims asserted by Cho
Hung and KEB.  In addition to satisfying the Secured Claims held
by Cho Hung and compromising and settling the Junior Secured
Claims held by KEB, the Plan provides for a 100% Distribution,
in Cash, to holders of Allowed Administrative Expense Claims,
Allowed Priority Claims and Allowed General Unsecured Claims.
The Plan further contemplates the transfer of the Debtor's
remaining assets to a liquidating trust to be formed and
administered for the benefit of the Allowed Unsecured Liquidating
Trust Claims and, to the extent applicable, Allowed KEB Junior
Secured Claims.  Upon the liquidation or transfer of its assets,
the Debtor will dissolve in accordance with applicable state law.

                        Debtor's Assets

Under the Plan, all of the Debtor's assets will be utilized to
make the Distributions to Creditors.  The assets include the
Debtor's Cash, accounts receivable and inventory.  The assets
under the Plan dedicated for Distributions to Creditors will be
administered, liquidated and distributed either by the Debtor or
through the Creditor Trust established as of the Effective Date.

Substantially all of the Debtor's assets, except Cash on hand as
of the Petition Date to the extent not traceable as proceeds, are
subject to the Liens held by Cho Hung and KEB.  In accordance
with the terms and conditions of the Plan, Cho Hung, as holder of
a first priority Secured Claim with Liens on substantially all of
the Debtor's assets, will receive $89 million in Cash, plus
interest, on the Effective Date.

KEB, on the other hand, asserts Secured Claims of $77.4 million
against the Debtor.  As part of a compromise and settlement
reached with KEB concerning the extent and validity of its
Secured Claim, KEB will receive a $55 million distribution in
Cash, payable in three equal installments.

The Debtor will use its remaining Cash to:

   (a) fully satisfy Allowed Administrative Expense Claims,
       Allowed Priority Claims, and Allowed General Unsecured
       Claims, estimated at $11.6 million; and

   (b) provide initial funding for the Creditor Trust, which will
       be created on the Effective Date for the benefit of
       holders of Allowed Claims in Classes 5, 6, 7 and 8, and,
       to the extent applicable, Classes 1, 3 and 4.

According to Mr. Moon, the Plan contemplates the liquidation of
the Debtor's remaining assets through the Creditor Trust and
Distributions of the proceeds of the liquidation to:

   -- fully satisfy KEB, on account of the second and third
      installments due on the Allowed KEB Junior Secured Claims,
      or to reimburse SK Networks to the extent it makes any of
      the installment payments due KEB; and

   -- satisfy, on a pari passu basis, the outstanding principal
      balance of FRN Unsecured Claims, Unsecured Bank Claims, SK
      Group Trade Claims and SKN Trade Claims.

FRN Unsecured Claims refer to the Claims acquired by SK Networks
against the Debtor, arising from the Debtor's issuance of
"floating rate notes.

Unsecured Bank Claims refer to the Foreign Unsecured Bank Claims
and the Korean Unsecured Bank Claims.

SK Group Trade Claims refer to all Claims held against the Debtor
by members and affiliates of the SK Group, other than SK Networks
and its subsidiaries, arising from the provision of goods or
services to the Debtor before the Petition Date.

SKN Trade Claims refer to all Claims held against the Debtor by
SK Networks arising from the provision of goods or services to
the Debtor before the Petition Date.

Holders of SKN Affiliate Trade Claims and Equity Interests in the
Debtor will receive no Distributions under the Plan.

                       The Creditor Trust

On the Effective Date, the Debtor, on its own behalf and on
behalf of holders of Allowed Claims in Classes 5, 6, 7 and 8 --
and, to the extent applicable, Classes 1, 3 and 4 -- and holders
of all applicable Allowed Administrative Expense Claims and
Priority Tax Claims, will execute the Creditor Trust Agreement
and take all steps necessary to establish the Creditor Trust.

The Creditor Trust Agreement will contain provisions customarily
found in trust agreements utilized in comparable circumstances,
including provisions regarding the rights, powers, obligations
and appointment and removal of the Creditor Trustee and to ensure
that the Creditor Trust is treated as a liquidating trust for
federal income tax purposes.

On the Effective Date, the Debtor will transfer to the Creditor
Trust all of its right, title, and interest in all of the
Creditor Trust Assets, free and clear of any Lien, Claim or
interest in the property of any other Person, as well as Claims,
Liabilities or legal obligations accrued up to the Effective Date
that could necessitate payment by the Creditor Trust, except as
provided in the Plan.  Title to all Creditor Trust Assets will
vest in the Creditor Trust on the Effective Date.

The Creditor Trust is being established for the sole purpose of
liquidating the Creditor Trust Assets and distributing the
proceeds to certain Creditors, as identified in, and as
prescribed by, the Plan.  The Creditor Trust will not continue or
engage in the conduct of any trade or business, except to the
extent reasonably necessary to, and consistent with, the
liquidating purpose of the Creditor Trust.  The Creditor Trust
will be treated as a liquidating trust for all federal income tax
purposes.

                       Transfer of Assets

The Creditor Trust Assets to be transferred to the Creditor Trust
will include, among others, the Debtor's loans receivable,
accounts receivable and inventory.  The transfer of the Creditor
Trust Assets to the Creditor Trust is for the benefit of:

   -- the holders of Allowed Claims in Classes 5, 6, 7 and 8; and

   -- the holders of all applicable Allowed Administrative
      Expense Claims and Priority Tax Claims, whether Allowed on
      or after the Effective Date.

The Creditor Trustee will also maintain a reserve for Disputed
Claims as part of the Trust.

The Creditor Trustee will then distribute the proceeds generated
by the Creditor Trust to the holders of the Allowed Claims as
provided by the Plan and subject to the conditions set forth in
the Creditor Trust Agreement.  Upon the transfer of the Creditor
Trust Assets, the Debtor will have no further interest in or with
respect to the Creditor Trust Assets or the Creditor Trust.

The beneficiaries of the Creditor Trust or Disputed Claims
Reserve will be treated as the grantors and owners of the Trust.
The Creditor Trustee will cause a valuation to be made of the
Creditor Trust Assets which will be used for U.S. federal income
tax purposes.

                    Termination of the Trust

The Creditor Trust will terminate, at the discretion of the Trust
beneficiaries, on a date that is no later than ______ __, 2009.
However, within six months of the termination, the Bankruptcy
Court, upon request by a party-in-interest, may extend the term
of the Creditor Trust for one year if it is in the best interests
of the beneficiaries.  Multiple extensions can be obtained so
long as Bankruptcy Court approval is obtained within six months
of the expiration of each extended term, provided that the
aggregate of all extensions will not exceed three years, unless
the Creditor Trustee receives a favorable ruling from the IRS
that any further extension would not adversely affect the status
of the Trust as a liquidating trust.

                 Appointment of Creditor Trustee

On or before the Effective Date, the Debtor and SK Networks will
appoint a Creditor Trustee or co-Creditor Trustees as provided in
the Creditor Trust Agreement.  The powers, responsibilities,
duties, authority and compensation for the Creditor Trustee will
be as prescribed by the Creditor Trust Agreement.  For purposes
of administering and liquidating the Creditor Trust Assets, the
Creditor Trustee will be deemed the Estate's representative in
accordance with Section 1123 of the Bankruptcy Code, and will
have all of the powers, authority and responsibilities specified
in the Creditor Trust Agreement.

                    Allocation of Liabilities

The Creditor Trust will not assume, pay or discharge, or in any
respects be liable for any liability or obligation of the Debtor
attributable to the Creditor Trust Assets, including any federal,
state or local taxes, accrued up to the Effective Date.  The
Debtor will pay all taxes, levies or assessments as of the
Effective Date, the non-payment of which would result in a Lien
on the Creditor Trust Assets.

                          Plan Funding

Except as otherwise set forth in the Plan, all Distributions
required to be made by the Debtor on account of Allowed
Administrative Expense Claims, Allowed Priority Tax Claims,
Allowed Non-Priority Tax Claims, Allowed Cho Hung Senior Secured
Claims, and Allowed General Unsecured Claims will be made by the
Debtor from Available Cash, including Available Cash held in the
Debtor's Disputed Claims Reserve.  Distributions required to be
made under the Plan on account of Allowed KEB Junior Secured
Claims will be made, in the Debtor's discretion, by the Debtor
from Available Cash or by the Creditor Trustee from the proceeds
of the Creditor Trust.  All Distributions to holders of Allowed
Unsecured Liquidating Trust Claims will be made from the Creditor
Trust after either payment in full of the Allowed KEB Junior
Secured Claims or establishment of the KEB Account.  All
Distributions on account of Allowed Administrative Expense
Claims, Rejection Claims and Disputed Claims for which the
Creditor Trustee has responsibility for prosecuting objections
will be made by the Creditor Trustee from Cash held in the
Disputed Claims Reserve.

                  Distributions Under the Plan

A. Date of Distributions

   Any Distributions and deliveries to be made under the Plan are
   to be made on the Effective Date, or as soon as practicable
   thereafter, unless otherwise specifically provided for under
   the Plan.  If any payment or act under the Plan is required on
   a date other than a Business Day, the payment or performance
   may be completed on the next succeeding Business Day, but will
   be deemed to have been completed as of the required date under
   the Plan.

B. Delivery of Distributions

   Except as otherwise provided for in the Plan, Distributions to
   holders of Allowed Claims will be sent to the address of each
   of the holders as evidenced in the Schedules filed with the
   Court unless superseded by an address set forth on a proof of
   claim form filed by the holders, or at the last known address
   of the holders if no proof of claim is filed or if the Debtor
   has been notified in writing of a change of address.  If a
   Distribution to any holder is returned as undeliverable,
   reasonable efforts will be taken to determine the current
   address of the holder, but no Distribution to any holder will
   be made unless and until it has been determined what the then
   current address of the holder is, at which time the
   Distribution to the holder will be made to the holder without
   interest.  Amounts for any undeliverable Distributions made
   will be returned to the Debtor, the Disbursing Agent, or the
   Creditor Trustee, as the case may be, until the Distributions
   are claimed.  If the Distributions are not claimed by the
   expiration of the later of the Unclaimed Distribution Date
   which is (a) one year after the Effective Date or (b) one year
   from the actual date of the making of the Distribution, the
   Distributions will be deemed unclaimed property.  If no proofs
   of Claim are filed and the Schedules filed with the Court fail
   to state the addresses for the holders of Allowed Claims,
   Distributions that would have been made on account of the
   Allowed Claims will be deemed unclaimed property at the
   expiration of the Unclaimed Distribution Date.  After the
   Unclaimed Distribution Date, all unclaimed property will be
   transferred to the Debtor, the General Unsecured Claims Fund,
   or the Creditor Trust, as the case may be, for Distribution to
   holders of Allowed Claims in each Class.  The Claim of any
   holder to the property will be discharged and forever barred.

C. Time Bar to Cash Payments

   Checks issued by the Debtor or the Creditor Trustee, as the
   case may be, on account of Allowed Claims will be null and
   void if not negotiated within 80 days after the date of
   issuance.  Requests for re-issuance of any check must be in
   writing to the Debtor or the Creditor Trustee, as the case may
   be, by the holder of the Allowed Claim to which the check
   originally was issued.

D. Manner of Payment Under the Plan

   At Debtor's and the Creditor Trustee's option, any Cash
   Distribution to be made pursuant to the Plan may be made by
   check or wire transfer.

E. Distributions After Effective Date

   Distributions made after the Effective Date to holders of
   Claims that are not Allowed Claims as of the Effective Date,
   but which later become Allowed Claims, will be deemed to have
   been made on the Effective Date.

                  Treatment of Disputed Claims,
       Administrative Expense Claims and Rejection Claims

A. Prosecution of Objections

   The Debtor or the Creditor Trustee, as the Debtor determines
   on before the Effective Date, will be responsible for pursuing
   any objection to the allowance of any Disputed Claim,
   Rejection Claim and Administrative Expense Claim.  The Debtor
   or the Creditor Trustee, as the case may be, may compromise
   and settle any Disputed Claim, including Disputed Rejection
   Claims and Administrative Expense Claims.  The Court may
   approve any compromises and settlements in accordance with
   Rule 9019(a) of the Federal Rules of Bankruptcy Procedure.
   Unless otherwise provided or ordered by the Court, all
   objections to Disputed Claims will be served and filed no
   later than 120 days after the Effective Date, except for
   objections to Administrative Expense Claims or Rejection
   Claims, which may be served and filed no later than 120 days
   after the Administrative Bar Date or applicable Rejection Bar
   Date.

B. No Distributions Pending Allowance

   Notwithstanding any other provision of the Plan to the
   contrary, if any portion of a Claim is a Disputed Claim,
   Administrative Expense Claim or Rejection Claim, no payment or
   Distribution provided under the Plan will be made on account
   of the Claim unless and until it becomes an Allowed Claim.

C. Distributions After Allowance

   Distributions to each holder of a Disputed Claim, to the
   extent that the Claim ultimately becomes an Allowed Claim,
   will be made in accordance with the provisions of the Plan
   governing the Class of Claims in which the Claim is
   classified.

   Any Disputed Claim that becomes an Allowed Claim before the
   Effective Date will receive the treatment prescribed in the
   Plan.  As for Disputed Claims, Administrative Expense Claims
   or Rejection Claims that become Allowed Claims subsequent to
   the Effective Date, as soon as practicable after the date that
   the Court order or judgment allowing any Disputed Claim,
   Administrative Expense Claim or Rejection Claim becomes a
   Final Order or that the Claim is otherwise Allowed, the Debtor
   or the Creditor Trustee, as the case may be, will distribute
   to the holder of that Claim any payment that would have been
   distributed to the holder if the Claim had been Allowed on the
   Effective Date, plus any payments that would have been made on
   account of the Allowed Claim after the Effective Date, without
   any interest.

D. Disputed Claims Reserve

   The Disputed Claims Reserve is established under the Creditor
   Trust.  If, and when, a Disputed Claim, Administrative Expense
   Claim or Rejection Claim for which the Debtor or the Creditor
   Trustee, as the case may be, has responsibility for
   prosecuting objections and making Distributions, becomes an
   Allowed Claim, the Debtor or the Creditor Trustee, as the case
   may be, will utilize funds in the appropriate Disputed Claims
   Reserve to make Distributions on account of the Allowed Claim.
   In the event that, after a Disputed Claim, Administrative
   Expense Claim or Rejection Claim is resolved, there remain
   funds in the Disputed Claims Reserves attributable to the
   Claims, the funds will be made available for Distribution in
   accordance with the Plan's treatment of Allowed Claims.

                       Discharge of Debtor

Occurrence of the Effective Date will not discharge the Claims
against the Debtor, provided that no holder of a Claim against
the Debtor may, on account of the Claim, seek or receive any
payment from, or seek recourse against, the Debtor, the Creditor
Trust, SK Networks, their property, successor and assigns, except
as expressly provided in the Plan.

                  Debtor's Continued Existence

From and after the Confirmation Date, the Debtor will continue in
existence solely for the purpose of:

   (a) winding up its affairs as expeditiously as reasonably
       possible;

   (b) liquidating, by conversion to Cash or other methods, of
       any remaining assets of the Estate, as expeditiously as
       reasonably possible;

   (c) enforcing and prosecuting of its claims, interests, rights
       and privileges, including, without limitation, the
       prosecution of Avoidance Actions in conjunction with the
       marshalling of its assets;

   (d) resolving the Disputed Claims, Administrative Expense
       Claims and Rejection Claims against which it has
       responsibility for prosecuting objections;

   (e) administering the Plan;

   (f) filing appropriate tax returns; and

   (g) making Distributions in accordance with the Plan.

From and after the Confirmation Date, the then current officers
and directors of the Debtor will continue to serve in their
capacities through the earlier of the date the Debtor is
dissolved under applicable state law and the date the officer or
director resigns, is replaced or terminated.  The Debtor's
officer and directors will continue to serve in their capacities
on the same terms, conditions and rights they are presently
entitled to receive from the Debtor.

Upon completion of its duties and purposes enumerated in the
Plan, the Debtor will be dissolved in accordance with applicable
New York State law.  Immediately prior to the dissolution, all
remaining Available Cash will be made available for Distribution
in accordance with the Plan's treatment of Allowed Claims.

                        Vesting and Liens

Except as otherwise provided in the Plan or the Confirmation
Order, on the Effective Date, all Liens against any property of
the Debtor will be deemed extinguished and discharged, and the
Debtor will be re-vested with the assets, if any, not distributed
or otherwise transferred under the Plan, free and clear of all
Liabilities and Liens.

                    Substantial Consummation

Substantial consummation of the Plan under Section 1101(2) will
not be deemed to occur.  The Case will remain open and not be
deemed fully administered, and no final decree closing the Case
will be entered, until the Effective Date, at the earliest.

                     Plan Effective Date

The "Effective Date" of the Plan means the date that is at least
11 days after the Confirmation Date if no stay of the
Confirmation Order is then in effect.  On the Effective Date, the
transactions and distributions contemplated under the Plan are to
be effected, provided that in no event will the Effective Date
occur earlier than the date of the satisfaction of the conditions
precedent to the occurrence of the Effective Date of the Plan
specified, unless waived.

            Disclosure Statement Hearing on August 4

Judge Blackshear will convene a hearing to consider the approval
of the Debtor's Disclosure Statement on August 4, 2004 at 10:00
a.m.  At the hearing, Judge Blackshear will determine whether the
Disclosure Statement contains adequate information as required by
Section 1125 of the Bankruptcy Code to enable a hypothetical
creditor to make an informed decision whether to vote to accept
or reject the Debtor's Plan.

Objections or proposed modifications, if any, to the Disclosure
Statement must be filed by July 28, 2004 at 4:00 p.m. and served
on:

   -- the Debtor's bankruptcy attorneys

         Togut, Segal & Segal LLP
         One Penn Plaza
         New York, New York 10119
         Attn: Scott E. Ratner, Esq.

   -- SK Networks, Co., Ltd.'s attorneys

         Cleary, Gottlieb, Steen & Hamilton
         One Liberty Plaza
         New York, New York 10006
         Attn: James Bromley, Esq.

   -- Cho Hung Bank's attorneys

         McDermott, Will & Emery
         50 Rockefeller Plaza
         New York, NY 10020-1650
         Attn: Stephen Selbst, Esq.

   -- Korea Exchange Bank's attorneys

         Nixon Peabody LLP
         437 Madison Avenue
         New York, New York 10022
         Attn: William S. Thomas, Esq.

   -- The United States Trustee
      33 Whitehall Street
      21st Floor, New York, New York 10004
      Attn: Greg M. Zipes, Esq.

A full-text copy of SK Global's Disclosure Statement is available
for free at:

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


A full-text copy of SK Global's Liquidation Plan is available for
free at:

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

(SK Global Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SOUTHERN STAMPING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Southern Stamping, Inc.
        P.O. Box 405
        Theodore, Alabama 36590

Bankruptcy Case No.: 04-13384

Type of Business: The Debtor is engaged in the business of Large
                  Truck Replacement Bumpers.

Chapter 11 Petition Date: June 10, 2004

Court: Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: Irvin Grodsky, Esq.
                  Irvin Grodsky, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: 251-433-3657

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


SPECTAGUARD ACQUISITION: S&P Affirms B+ Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its outstanding
ratings on SpectaGuard Acquisition LLC, including the company's
'B+' corporate credit rating. SpectaGuard, a security officer
services provider, conducts its business under the name Allied
Security Inc. All ratings are removed from CreditWatch, where they
were placed on May 26, 2004.

At the same time, Standard & Poor's assigned a 'B+' corporate
credit rating to Allied Security Holdings LLC, SpectaGuard's
parent company. In addition, Standard & Poor's assigned a 'B+'
bank loan rating and '3' recovery rating to Allied Security
Holdings' proposed $260 million senior secured credit facilities.
Proceeds from these new facilities will be used to finance Allied
Security Holdings' recently announced acquisition of Atlanta,
Georgia-based Barton Protective Services for approximately $180
million.

Standard & Poor's also assigned a 'B-' rating to a proposed $175
million in senior subordinated notes (due in 2011) that will be
issued by Allied Security Escrow Corp., an indirect parent of
SpectaGuard, and will also be used to fund the acquisition. Allied
Security Escrow Corp.'s notes will be assumed by both Allied
Security Holdings LLC and Allied Security Finance Corp. when the
proposed acquisition closes, which should happen within the
next three months.

As part of the transaction, SpectaGuard's existing bank loan will
be repaid. The 'B+' rating on SpectaGuard's existing bank loan, as
well as the 'B+' corporate credit rating on SpectaGuard itself,
will be withdrawn when the deal closes.

The new ratings are based on preliminary terms and conditions and
are subject to review upon final documentation. Allied Security
Holdings' 'B+' bank loan rating is the same as its corporate
credit rating; this and the '3' recovery rating indicate that
lenders can expect meaningful (50%-80%) recovery of principal in
the event of a default or bankruptcy.

The outlooks on both SpectaGuard and Allied Security Holdings are
negative. At the closing of the transaction, King of Prussia,
Pennsylvania-based Allied Security Holdings will have about $390
million of total debt outstanding.

"The ratings affirmation reflects the increased size and scale
Allied Security will gain from the Barton acquisition, which is
offset by the increased consolidated debt burden that will
result," said Standard & Poor's credit analyst David Kang. "The
transaction will add about $193 million of incremental debt that
will weaken consolidated credit protection measures."

The negative outlooks reflect Standard & Poor's concerns about
this increased consolidated debt leverage at SpectaGuard and
Allied Security Holdings. The outlooks also reflect the aggressive
timing of the acquisition and the risk of integrating Barton,
which is a larger company than the other two acquired firms.

The ratings on Allied Security reflect its narrow business focus,
acquisitive nature, and leveraged financial profile. These factors
are somewhat offset by the industry's favorable growth prospects,
the company's fairly stable cash flows, and its modest capital
expenditure requirements.

With the Barton acquisition, Allied Security will have annual
sales of more than $1 billion and become the second-largest
participant in the niche U.S. contract security officer services
industry behind Securitas AB (BBB+/Stable/A-2). Although the
acquisition provides additional scale in some of Allied Security's
existing markets and some revenue diversification, Standard &
Poor's believes that Allied Security may still face long-term
challenges from its larger and more diversified competitor
Securitas.


STATEN ISLAND SUPPLY: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Staten Island Supply Company, Inc.
        1390 Richmond Terrace
        Staten Island, New York 10310

Bankruptcy Case No.: 04-19505

Chapter 11 Petition Date: June 25, 2004

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: John J. D'Emic, Esq.
                  7703 Fifth Avenue
                  Brooklyn, NY 11209
                  Tel: 718-680-3800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
N.Y. City Dept. of Finance    Current real estate        $45,000
                              Taxes

N.Y.C. Dept. of Health        Failure to clean           $20,000
                              Sidewalk, clear
                              Debris

U.S. Fidelity & Guarantee Co  Loan Debt                  $10,000

N.Y. City Dept. of Buildings  Building Code               $7,000
                              Violations

N.Y. City Environmental       Fire Code Violations        $4,000
Control Board


STELCO INC: Relocates Corporate Offices in Hamilton
---------------------------------------------------
Stelco Inc. (TSX: STE) announced that it will relocate its
corporate offices from 100 King Street West in Hamilton
to the Company's Hamilton plant. The move, involving some 300
personnel, will be completed by the end of this year. It will
produce annual savings of $4.5 million beginning in 2005.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "This is the right move at the right time and for the right
reasons. It will save money, bring our corporate decision-making
closer to our operations and contribute toward our restructuring
process. It reflects our commitment that all segments of the
Company must share in the cost reduction needed if our
restructuring is to succeed."

The corporate personnel will occupy vacant or reconfigured office
space at Hamilton Works, in the Technical Services Building, and
the Hamilton General Office on Wilcox Street. It is expected that
the space will be fully prepared within the next six to eight
weeks.

Pratt added, "Our corporate offices moved from Hilton Works to
King Street in 1973, so this is a return home in many respects.
It's also the responsible thing to do in light of our current
situation.

"We also intend to be responsible in the way we communicate with
our employees as this move unfolds. We will provide them, and our
corporate personnel in particular, with details about the move as
they become clear. These details will cover timing, workplace
configuration, services associated with the new space and answers
to any questions that arise as we move through this process."

Stelco, which is currently undergoing CCAA restructuring
proceedings, is the largest steel producer in Canada, with both
integrated and minimill production of rolled and manufactured
steel products at multiple production sites. In 2000, Stelco
shipped 4.7 million tons of steel, about one-quarter of Canadian
consumption. The company has a broad product mix with an above-
average amount of value-added. Stelco serves diverse markets but
has high exposure to the auto industry, which represents about 40%
of sales. The company has a competitive cost position in hot
rolled sheet, particularly at its Lake Erie plant, and in bar
products at its two minimills, and an average cost structure in
other product lines produced at Hilton Works. Stelco has invested
more than CDN$800 million since 1997 in its facilities to increase
capacity, reduce costs, and improve operating efficiency and
overall profitability. This is expected to result in higher
operating margins in the future.


STOLT-NIELSEN: Secures $150 Million Credit Facility
---------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI)
announced that it will enter into a new five-year $150 million
credit facility to be fully underwritten by DnB NOR Bank ASA. The
facility will be secured by a pledge of the Company's Stolthaven
Houston and Stolthaven New Orleans terminal-storage assets.

The facility will be used to prepay an existing $64 million credit
facility on Stolthaven Houston, which is scheduled to mature in
January 2005, and for general corporate purposes. The transaction
is expected to close by the end of July 2004.

"SNSA continues to strengthen its liquidity position," said Niels
G. Stolt-Nielsen, chief executive officer of SNSA. "The completion
of this latest transaction is expected to provide us with
sufficient liquidity for the foreseeable future."

               About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. Stolt Sea
Farm, wholly-owned by the Company, produces and markets high
quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon,
caviar, bluefin tuna, and tilapia. The Company also owns 41.7
percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange:
STO), which is a leading offshore contractor to the oil and gas
industry. Stolt Offshore specializes in providing technologically
sophisticated offshore and subsea engineering, flowline and
pipeline lay, construction, inspection, and maintenance services.


TOUCHSTONE RESOURCES: Forms Subsidiary for Blue Star Joint Venture
------------------------------------------------------------------
Touchstone Resources USA, Inc. (OTC:TSNU) announced that it has
formed a new subsidiary, Maverick Basin Exploration, LLC, which is
entering into an exploration and joint operating agreement with
Blue Star Operating, Inc., an oil and gas exploration and
production company based in Dallas, Texas owned and controlled by
Jerry Jones, the well known owner of the Dallas Cowboys.

The agreement covers 20,000 acres of exploration targets in the
Maverick Basin in South Texas. High quality 3-D seismic data has
been shot over the entire acreage area and has identified a number
of objectives in the project. MBE and Blue Star will each have a
50% working interest in the acreage. Touchstone will be the
operator of the project and anticipates drilling approximately 125
wells on the acreage covered by the agreement, which based on
engineering estimates prepared by Netherland Sewell, could yield
in excess of 180 Billion Cubic Feet of Natural Gas and Equivalents
of Production to the venture. Touchstone will continue to pursue
aggressively the acquisition of other acreage in the Maverick
Basin, which has seen a marked increase in exploration and
development activity over the last eighteen months.

Stephen Harrington, President of Touchstone, said "we are very
excited about the prospect of entering into this new venture with
a partner of Mr. Jones' stature. We believe that this type of
opportunity, relatively shallow drilling of wells with very low
exploration risk which we can operate and control, provides the
ideal situation for growth for Touchstone. We anticipate
commencing our exploration activities by late July and plan on a
very aggressive drilling schedule through year end on this
project."

                     About the Company

Touchstone Resources Ltd. is engaged in the business of acquiring
interests in petroleum and natural gas rights, and the exploration
for and development, production and sale of, petroleum and natural
gas in the United States.

As reported in the Troubled Company Reporter's June 7, 2004
edition, on April 8, 2004, Stonefield Josephson, Inc. resigned as
Touchstone Resources USA, Inc.'s  independent accountant.

The reports of Stonefield Josephson regarding the Company's
financial statements for the fiscal year ended December 31, 2002
were modified to express substantial doubt about the Company's
ability to continue as a going concern.

On April 19, 2004, the Board of Directors of the Company engaged
L J Soldinger Associates, LLC as its independent accountant.


TULARIK: Stockholders to Discuss Amgen Acquisition on August 12
---------------------------------------------------------------
Tularik Inc. (Nasdaq:TLRK) announced that it will convene a
special meeting of stockholders on Thursday, August 12, 2004 to
vote on Amgen Inc.'s (Nasdaq:AMGN) proposed acquisition of
Tularik. The meeting will be held at 10:00 a.m., Pacific Time, at
1120 Veterans Boulevard, South San Francisco, Calif. Under the
terms of the previously signed merger agreement, Amgen, in a tax-
free transaction, will exchange Tularik common stock for Amgen
common stock in a ratio that fixes Tularik's value at $25 per
share based on the average Amgen stock price during a set number
of trading days prior to the close of the transaction.

Stockholders at the close of business on the record date of June
25, 2004 will be eligible to vote at the special meeting. The
merger transaction was first announced in a joint press release on
March 29, 2004.

The acquisition is expected to close shortly after the special
meeting of stockholders, assuming stockholder approval and
satisfaction of other closing conditions. Tularik intends to begin
mailing a proxy statement/prospectus to Tularik stockholders on or
about July 2, 2004.

                     About Tularik

Tularik is engaged in the discovery and development of a broad
range of novel and superior orally available medicines that act
through the regulation of gene expression. Tularik's scientific
platform is focused on three therapeutic areas: cancer,
inflammation and metabolic disease. Tularik currently has five
drug candidates in clinical trials. In the cancer area, Tularik is
currently conducting a pivotal study of T67 for the treatment of
hepatocellular carcinoma and Phase 2 trials with T607 for the
treatment of gastric and esophageal cancer. T487, for the
treatment of inflammatory diseases, and T131, for the treatment of
type 2 diabetes, are in Phase 2 trials to evaluate safety and
pharmacokinetic parameters. T71 for the treatment of obesity has
recently commenced Phase 1 trials.

                      *   *   *

            Liquidity and Capital Resources

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

"Since inception, our primary sources of funds have been the sale
of equity securities, capital lease financings, non-equity
payments from collaborators and interest income. Combined cash,
cash equivalents and investments (both current and non-current)
totaled $180.5 million at March 31, 2004 (including $10.1 million
attributable to our majority-owned subsidiary, Cumbre Inc.), a
decrease of $22.2 million from December 31, 2003. The decrease was
due to the use of $26.1 million to fund operations, the repayment
of long-term debt of $1.8 million and the acquisition of property
and equipment for $0.1 million. These reductions were partially
offset by $2.1 million in proceeds from the issuance of long-term
obligations and $3.7 million in proceeds from the issuance of
common stock and from notes paid by stockholders. As of March 31,
2004, the average maturity of available-for-sale securities was
approximately 137 days.

"Future capital requirements will also depend on the extent to
which we acquire or invest in businesses, products and
technologies. Until we can generate sufficient levels of cash from
our operations, which we do not expect to achieve for at least
several years, we expect to finance future cash needs through the
sale of equity securities, strategic collaborations and debt
financing as well as interest income earned on cash balances. In
August 2001, we filed a registration statement on Form S-3 to
offer and sell common stock and debt securities in one or more
offerings up to a total amount of $250.0 million. Currently,
$135.7 million remains available on the Form S-3, and we have no
current commitments to offer and sell any securities that may be
offered or sold pursuant to such registration statement. We cannot
assure you that additional financing or collaboration and
licensing arrangements will be available when needed or that, if
available, such financing or arrangements will be obtained on
terms favorable to us or our stockholders. Insufficient funds may
require us to delay, scale back or eliminate some or all of our
research or development programs, to lose rights under existing
licenses or to relinquish greater or all rights to drug candidates
at an earlier stage of development or on less favorable terms than
we would otherwise choose. Insufficient funds may also adversely
affect our ability to operate as a going concern. One of the
factors considered by our Board of Directors in approving the
merger agreement was Amgen's robust and diverse revenue base,
financial strength and cash reserves sufficient to fund future
research and development of the product candidates in our
pipeline. If additional funds are raised by issuing equity
securities, substantial dilution to existing stockholders may
result."


UPC DISTRIBUTION: S&P Assigns 'B' Bank Loan Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and a recovery rating of '3' to UPC Distribution Holding
B.V.'s EUR3.45 billion in aggregate senior secured bank loan
facilities. The '3' recovery rating indicates Standard Poor's
expectation for a meaningful recovery of principal (50%-80%) in
the event of a default. This bank loan replaces the prior
EUR3.5 billion in aggregate bank loan facilities at the company.
This bank loan, together with cash from parent United GlobalCom
Inc. derived from an equity rights offering and convertible note
issue earlier this year, will be used to purchase the majority
share of French cable operator Noos for a maximum of EUR660
million, repay about $100 million in outstanding public debt at
UPC Polska LLC, and repay approximately EUR1.1 billion of bank
debt under the previous bank facility term loan tranche B.

At the same time, Standard & Poor's affirmed the existing ratings,
including the 'B' corporate credit rating, on UGC and its European
cable subsidiary, UGC Europe Inc. The outlook is stable. The
rating on the senior unsecured debt at UPC Polska LLC will be
withdrawn upon completion of the refinancing.

"The rating reflects Denver, Colorado-based cable television
operator UGC's significant business risk in its 11 European cable
markets, which comprise the vast majority of its revenues and
EBITDA," said Standard & Poor's credit analyst Catherine
Cosentino. UGC Europe Inc. emerged from bankruptcy in September
2003. The company relied heavily on debt to fund the ambitious
upgrade of its network to support aggressive growth in its video,
Internet, and telephony subscribers. However, such growth failed
to materialize.


WEIRTON: Disclosure Statement Hearing Set for July 12
-----------------------------------------------------
Judge Friend will consider the adequacy of the Disclosure
Statement describing Weirton Steel Corporation's Plan of
Liquidation at a hearing on July 12, 2004 at 10:00 a.m., Eastern
Time.

Objections to the Disclosure Statement must be filed with the
Court and served on Weirton Steel's counsel:

                  Robert G. Sable, Esq.
                  Mark E. Freedlander, Esq.
                  David I. Swan, Esq.
                  James H. Joseph, Esq.
                  McGuireWoods LLP
                  625 Liberty Avenue
                  Dominion Tower, 23rd Floor
                  Pittsburgh, PA 15222
                  Telephone (412) 667-6000
                  Fax (412) 667-6050

                      - and -

                  Arch W. Riley, Jr, Esq.
                  Bailey, Riley, Buch and Harmon
                  Riley Building, Suite 900
                  53 14th Street
                  P.O. Box 631
                  Wheeling, West Virginia 26003-0081
                  Telephone (304) 232-6675
                  Fax (304) 232-9897

no later than July 6, 2004, 4:00 p.m., Eastern Time.  Objections
must be in writing and state:

   (a) the name and address of the objecting party and the nature
       of the party's claim or interest; and

   (b) the basis and nature of any objection or proposed
       modification and provide the specific language of any
       proposed modification.

The Disclosure Statement Hearing may be continued from time to
time without further notice other than the announcement of the
adjourned date at the Disclosure Statement Hearing or any
continued hearing. (Weirton Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WOLFLIN OIL LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wolflin Oil, LLC
        dba Jiffy Lube of Amarillo
        2801 South Georgia
        Amarillo, Texas 79109

Bankruptcy Case No.: 04-20820

Type of Business: The Debtor is the pioneer of the oil change
                  industry and delivers experience in vehicle
                  maintenance.  See http://www.jiffylube.com/

Chapter 11 Petition Date: June 29, 2004

Court: Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Thomas A. Bunkley, Jr., Esq.
                  Barras & Bunkley
                  P.O. Box 9175
                  Amarillo, TX 79105
                  Tel: 806-372-2552

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
GMAC                          Bank Loan; Secured to   $2,046,537
c/o Mark Averett              the extend of
5730 Glenridge Dr. Suite 305  approximately
Atlanta, GA 30328             $750,000 Balance
                              unsecured.

American Express              Credit Line                $82,867

Western Marketing             Trade Debt                 $50,367

AutoEdge Distribution         Trade Debt                 $26,444

Potter County                 Property Taxes             $16,258

Randall County Tax            Property Taxes             $14,924
Assessor/Collector

Cintas Corporation            Trade Debt                 $11,331

Commercial Distributing Inc.  Trade Debt                 $11,292

Michelsohn Creative           Trade Debt                  $7,800
Communications

A & H Overhead Door           Trade Debt                  $2,737

Clear Channel Communications  Trade Debt                  $2,436

Welcome Pardner!              Trade Debt                  $2,200

Interstate Batteries          Trade Debt                  $1,776

Webb/Mason, Incorporated      Trade Debt                  $1,690

E & E Enterprises/Thermo      Trade Debt                  $1,470
Fluids

PRIME Services, Inc.          Trade Debt                  $1,035

Stansbury Equipment Co.       Trade Debt                  $1,032

Five Star Transmission        Trade Debt                    $945

C & B Printing                Trade Debt                    $703

Jiffy Lube International      Trade Debt                    $678


WORLDCOM: 2nd Cir. Denies Calpers et al's Appeal On Remand Motions
------------------------------------------------------------------
The United States Court of Appeals for the Second Circuit rules
that the U.S. District Court for the Southern District of New
York holds jurisdiction over individual claims filed by WorldCom
bondholders pursuant to Section 22(a) of the Securities Exchange
Act of 1933.  The Court of Appeals affirms the New York District
Court's decision that Section 22(a) does not preclude removal of
individual actions that are "related to" a bankruptcy case under
28 U.S.C. Section 1452(a).

                      The Bondholder Claims

Within two months after WorldCom, Inc., announced in June 2002
that it improperly treated $3.8 billion in ordinary costs as
capital expenditures, at least 20 securities class actions were
filed in the New York District Court against WorldCom, its former
executive officers, underwriters of its bond offerings, its
former directors, its former accountants, and research analysts
at a Citigroup unit who issued reports regarding the company.
Numerous securities class actions were also filed in other
federal courts around the country.

The class actions in the Southern District of New York were
consolidated under the caption "In re WorldCom, Inc. Securities
Litigation" before the Honorable Denise Cote for coordinated
discovery.

Rather than joining a class action against WorldCom and certain
other defendants, state and private pension funds who bought
WorldCom bonds, represented by Milberg Weiss Bershad Hynes &
Lerach brought scores of individual actions in state courts
around the country.  The Bondholders, unlike the class members,
did not assert claims under the Securities Exchange Act of 1934
but brought claims exclusively under the Securities Act of 1933.

By limiting complaints to claims under the 1933 Act, the
Bondholders seek to take advantage of Section 22(a) of the 1933
Act, which states that:

    "[n]o case arising under this subchapter and brought in any
    State court of competent jurisdiction shall be removed to any
    court of the United States."

In other words, the Bondholders crafted their complaints to avoid
the removal of their actions to federal court and the
consolidation of these actions in a single venue.  However, the
Bondholders have not succeeded in keeping their claims out of the
federal court.  With WorldCom in bankruptcy, the Bondholders'
actions were removed to federal courts around the country under
28 U.S.C. Section 1452(a).  Section 1452 permits removal of
actions that fall within the federal courts' bankruptcy
jurisdiction as defined by Section 1334(b), including actions
that are "related to" a bankruptcy.

The Underwriters and the Directors asserted that the actions were
related to WorldCom's bankruptcy case by virtue of their
contribution, indemnification, and contractual reimbursement
rights against WorldCom.  Once the Bondholders' actions were
removed to federal court, they were consolidated for pre-trial
purposes with the class actions already before Judge Cote.

Had the Bondholders asserted claims under the 1934 Act, the
removal of their claims to federal court would have been
uncontroversial, because claims under the 1934 Act are otherwise
removable under the general removal provision of Section 1441.
However, because the Bondholders only brought expressly non-
removable claims under the 1933 Act, the removal of the claims to
federal court provoked a flurry of requests to remand.

                         Remand Motions

While the Bondholders' actions were being removed, the New York
City Employees Retirement System filed its own individual action
in the New York State Court alleging violations of both the 1933
Act and the New York law.  When the NYCERS Action was removed to
the District Court for the Southern District of New York under
Section 1452(a), NYCERS filed a request to remand.  At that
point, Judge Cote allowed the Bondholders to intervene in the
proceedings on NYCERS' request and argue for remand of their
individual actions as well.

NYCERS and the Bondholders argued in the New York District Court
that their actions should be remanded to the state courts in
which they were filed for two independent reasons:

   (1) Section 22(a) of the 1933 Act -- Section 77v(a) of the
       Commerce and Trade Code -- provides plaintiffs with an
       absolute choice of forum, and therefore bars removal of
       their claims to federal court; and

   (2) Even if Section 22(a) does not bar removal under Section
       1452(a), their actions could not properly be removed under
       Section 1452(a) because those actions are not "related to"
       the WorldCom bankruptcy.

The Bondholders noted that the defendants' indemnification and
contribution claims:

   -- would not create liability for WorldCom unless a separate
      action against WorldCom were filed in the bankruptcy court;
      and

   -- were likely to be accorded little or no value in the
      WorldCom reorganization plan pending before the United
      States Bankruptcy Court for the Southern District of New
      York.

On March 3, 2003, Judge Cote rejected these arguments in a
comprehensive opinion denying NYCERS' remand request.  Judge Cote
also ordered plaintiffs other than NYCERS to submit supplemental
briefing to explain why the March 3, 2003 decision denying remand
should not apply to them.

On May 5, 2003, after supplemental briefing, Judge Cote adopted
the reasoning in the March 3, 2003 decision to also deny the
Bondholders' remand motion.  Finally, on May 20, Judge Cote
declined to reconsider her remand decisions.  In doing so, Judge
Cote rejected the Bondholders' argument that the April 14, 2003
filing of WorldCom's Reorganization Plan with the Bankruptcy
Court divested the New York District Court of jurisdiction over
the Bondholders' claims.  Judge Cote explained that, even if the
Plan would limit the defendants' ability to recover from the
estate on their indemnification and contribution claims, the
District Court would not be divested of "related to"
jurisdiction, because jurisdiction is established based on the
facts at the time of removal.

                       2nd Circuit Appeal

The Bondholders then filed a request under 28 U.S.C. Section
1292(b) to certify the orders denying remand for interlocutory
appeal.  Notwithstanding the sub judice status of their
application for an interlocutory appeal, the Bondholders, led by
California Public Employees' Retirement System, petitioned the
Court of Appeals for a writ of mandamus directing the District
Court to vacate its orders denying their requests to remand.

By an August 11, 2003 Order, Judge Cote deemed the application
for an interlocutory appeal pending before her to have been
withdrawn without prejudice.

On October 31, 2003, the Court of Appeals denied the petition for
a writ of mandamus on the grounds that "[an] interlocutory appeal
pursuant to Section 1292(b) remains a possible and adequate
avenue for appellate review of the District Court's orders" and
"petitioners right to relief in this case is not clear and
indisputable."

After the denial of the mandamus petition seeking remand to state
court, the Bondholders renewed their request to the District
Court to certify the orders denying remand for interlocutory
appeal pursuant Section 1292(b).  On December 16, 2003, Judge
Cote certified the May 5 and May 20 Orders insofar as they held
that individual Securities Act claims can be removed under
Section 1452 despite the prohibition against removal contained in
Section 22(a).

On January 16, 2004, the Court of Appeals accepted the
interlocutory appeal, and allowed the parties to supplement the
briefs they had submitted in support of and in opposition to the
mandamus petition.

The District Court declined to certify the question of whether
the individual actions are "related to" the WorldCom bankruptcy.
The District Court held that the issue does not involve "a
controlling question of law as to which there is substantial
ground for difference of opinion."

Before the Court of Appeals accepted the appeal, the District
Court began ruling on requests to dismiss individual actions
filed by the Bondholders.  The District Court, however, refused
to extend the February 20, 2004 deadline by which individual
plaintiffs either had to opt out of the class or join the class
or withdraw their individual actions.

In response, the Bondholders asked Judge Cote to:

   (1) stay further proceedings in the cases that were initially
       brought in state court;

   (2) vacate the District Court's November 21, 2003 and
       January 20, 2004 rulings dismissing individual claims; and

   (3) extend the time for opting out of the class action until
       after there is decision on the appeal.

On February 3, 2004, the Court of Appeals directed the District
Court to extend the deadline to opt out of the class action, as
well as the accompanying deadline by which plaintiffs who have
filed individual actions must move to dismiss their actions
voluntarily, until at least 30 days after the Court of Appeals'
mandate issues.

The February 3 Order did not address the Bondholders' first two
claims for preliminary relief.  As a result, the Bondholders have
not forfeited any right to relief that they would have had in the
absence of the appeal.

                     2nd Circuit's Decision

Circuit Judges James L. Oakes and Jose A. Cabranes hold that they
are not convinced that the Bondholders have raised a "question of
law."  Rather, to the extent the Bondholders argue that there is
no "related to" jurisdiction because it has always been evident
that the various defendants' claims against the WorldCom estate
would be valued at or near zero in any plan of reorganization,
they are challenging the District Court's factual determination
that these claims could conceivably affect the estate.  By its
plain terms, Section 1292(b) may only be used to challenge legal
determinations.

"Because the issue is not properly before us, we intimate no view
as to whether the Bondholders' claims are 'related to' WorldCom's
bankruptcy case notwithstanding the tenuous connection between
those claims and WorldCom's reorganization process," Judge
Cabranes says.

"[W]e assume for the purposes of the appeal that the Bondholders'
actions are 'related to' the bankruptcy case, and we limit our
inquiry to the one question properly before us: whether the
District Court erred when it exercised bankruptcy jurisdiction
over generally non-removable claims brought under the Securities
Act of 1933.

Because the resolution of the controlling question of law will
determine whether scores of pending lawsuits are proper in
federal court, the Court of Appeals considers the appeal on an
interlocutory basis.

Accordingly, the Court of Appeals holds that the conflict between
Section 22(a) of the Securities Act and the bankruptcy removal
statute must be resolved in favor of bankruptcy removal.  The
Court of Appeals does not believe that Section 22(a) of the
Securities Act is more "specific" than the bankruptcy removal
provision, nor does it believe that Congress granted plaintiffs
an absolute choice of forum when it amended the Securities Act in
1998.  The Court of Appeals notes that the bankruptcy removal
statute contains no exception for claims arising under an Act of
Congress that prohibits removal.

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)

                           *********

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
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $675 for 6 months delivered via e-
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                *** End of Transmission ***