TCR_Public/040702.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, July 2, 2004, Vol. 8, No. 134

                           Headlines

ADELPHIA BUSINESS: TelCove Receives $45MM Revolving Credit Line
ADELPHIA: Devon Agrees to Allow American Tower's $1,628,274 Claim
ADMIRAL CBO: S&P Affirms Class A-2 Rating at B- & Removes Watch
ADVOCAT INC: Succeeds in Delisting From Berlin Stock Exchange
AIR CANADA: Files Plan of Arrangement and Draft Info Circular

AIR CANADA: Westjet Lawsuit to be Heard in Toronto on July 8, 2004
ALLEGHENY ENERGY: Two Generating Units Return to Service
APPLIED EXTRUSION: Amends GE Commercial Finance Credit Facility
ATA AIRLINES: ALPA Crewmembers Ratify Assistance Measures
ATLANTIS SYSTEMS: Closes $6 Million Equity Financing

BARNEYS: Hires Investment Bankers to Explore a Sale Transaction
BEAR STEARNS: Fitch Gives Low-B Ratings To 6 2004-PWR4 Classes
BEAR STEARNS: Fitch Downgrades $3.3M Class L Rating to CCC
BEVERLY ENTERPRISES: Sells 11 Eldercare Operations in Arkansas
COLTS TRUST: S&P Gives Class D Notes 'BB' Preliminary Rating

CONSTELLATION BRANDS: Reports Higher Than Expected Q1 Earnings
COVANTA: Court Okays Revenue Agents Reports Settlement with IRS
CREDIT SUISSE: Fitch Affirms Low-B Ratings on 6 2001-CF2 Classes
CRESCENT REAL: S&P Downgrades Corporate Credit Rating to BB-
CROSSGEN ENTERTAINMENT: Case Summary & 20 Unsecured Creditors

DB COMPANIES: Wants Nod to Continue Employing Partridge Snow
DUNE ENERGY: Needs More Capital to Sustain Operations
EMPIRE FINANCIAL: Pursues Financing Plans to Improve Liquidity
EN POINTE: Secures $30 Million Credit Line With GE Commercial Unit
ENCORE ACQUISITION: Files Universal Shelf Registration Statement

ENRON CORP: Sues 35 Creditors to Recover Preferential Payments
ENRON: Panel Wants 4 Workers to Return $4.9M Preferential Payments
ENRON: Agrees to Settle Superior Natural Gas' Mega Claims
ESCHELON TELECOM: Offering to Exchange $100M 8-3/8% Senior Notes
FARMLAND: Land O'Lakes Now Wholly Owns Animal Feed Joint Venture

FIBERMARK: Panel Signs-Up Chanin Capital as Financial Advisor
FLEMING COS: Asks Court To Approve ACE Lost Portfolio Transfer
FOREST OIL: Completes Merger with The Wiser Oil Company
FOREST OIL: Appoints Timothy Savoy as VP -- Operations Support
FOSTER WHEELER: Plans to Amend Debt Exchange Offer

FOSTER WHEELER: Subsidiary Awarded Spanish LNG Terminal Contract
FRANK'S NURSERY: Stockholders' Deficit Widens to $15.8M at May 16
FUN-4-ALL: U.S. Trustee Appoints 5-Member Creditors' Committee
GENESCO INC: Declares Quarterly Dividends Payable on July 30
GENTEK INC: Five Directors Disclose Share Acquisitions

GENTEK INC: Acquires Mexican Wire-Harness Business From Whirlpool
GENTEK INC: Makes Required Tranche A Warrant Payment
GLOBALNET INTERNATIONAL: Files Chapter 11 Petition in SD New York
GLOBALSTAR TELECOMMUNICATIONS: Files Planned Chapter 7 Petition
GLOBALSTAR TELECOMM: Chapter 7 Case Summary & Unsecured Creditors

GS MORTGAGE: Fitch Affirms Junk Ratings on Classes H & J Notes
HUDSON INVESTORS: Case Summary & 3 Largest Unsecured Creditors
IKON OFFICE: GE Commercial Acquires Canadian Leasing Business
INDEPENDENCE COURT: Case Summary & 20 Largest Unsecured Creditors
INN OF THE MOUNTAIN: FY 2004 Net Revenues Increase to $81 Mil.

INT'L FALCON: B.C. Securities Commission Issues Cease Trade Order
INTERNATIONAL UTILITY: Obtains CCAA Stay Extension Until Sept. 30
JILLIAN'S ENTERTAINMENT: Taps Hilco Appraisal to Appraise Assets
JP MORGAN: Fitch Assigns Low-B Ratings To 6 Ser 2004-CIBC9 Classes
LUBRIZOL CORP: Reduces Workforce Following Noveon Acquisition

LUNA GOLD CORP: Appoints Tim Searcy as New President & CEO
LYNX ASSOCIATES: Look for Bankruptcy Schedules by July 25
MATRIA HEALTHCARE: Completes $130M Sale of Pharmacy & Supplies Biz
MARINER HEALTH: S&P Places Low-B Ratings on CreditWatch Negative
MEDIA SCIENCES: Raises $1.25 Million in Equity Funding

MEDICAL DISCOVERIES: Erases $220K Secured Debt From Balance Sheet
MIRANT AMERICAS: Committee Taps James Donnell As Energy Consultant
MOONEY AEROSPACE: Look for Bankruptcy Schedules Next Week
MORGAN GROUP HOLDING: Files Quarterly Report Minus Certifications
MORGAN STANLEY: Fitch Downgrades $2.1M Class O Rating to CC

NETWORK INSTALLATION: Del Mar Systems Awarded $60,000 VoIP Project
NEW WEATHERVANE: Turns to FTI Consulting for Financial Advice
NOMURA ASSET: Fitch Cuts Classes B-5 & B-6 Ratings to B-/CCC
NORTHERN OFFSHORE: Mulls Liquidation After Creditor Talks Fail
OBSIDIAN ENTERPRISES: Acquires Classic Manufacturing for $2.25M+

OMNI FACILITY: Goulston & Storrs Retained as Bankruptcy Counsel
OMNI FACILITY: Want to Hire Togut Segal as Bankruptcy Co-Counsel
OWENS CORNING: Asks Court To Approve Rhode Island Settlement Pact
PACIFIC ENERGY: Completes Mid Alberta Pipeline Acquisition
PARMALAT GROUP: U.S. Debtors Want To Expand Lazard's Engagement

PARMALAT: Bondi Wants Preliminary Injunction Against US Creditors
PEGASUS SATELLITE: Hires Hewitt Assoc. as Compensation Consultant
PER-SE TECH: Closes Convertible Debt Sale & Amends Credit Facility
PHOTOCHANNEL: Warrants Exercised & New Cash Totals $2.3 Million
RELIANCE INSURANCE: Liquidator Objects to Disclosure Statement

RESOLUTION SPECIALTY: S&P Rates Proposed Sr. Secured Loan at B+
RFC CDO I: S&P Assigns BB Rating To $9.45 Million Class E Notes
SEQUOIA MORTGAGE: Fitch Assigns Low-B Ratings To Classes B-4 & B-5
SK GLOBAL AMERICA: Plan's Classification And Treatment Of Claims
SKILLED HEALTHCARE: S&P Assigns 'B' Corporate & Bank Loan Ratings

SLS INTERNATIONAL: Accountants Cite Going Concern Uncertainty
SMTC CORPORATION: Appoints Jane Todd as Chief Financial Officer
SOLUTIA: Wants to Extend Exclusive Plan Filing Period to Oct. 12
SPEEDWAY MOTORSPORTS: S&P Rates $100M Senior Sub. Notes At B+
TENET: Raises $68 Million from Brownsville Medical Center Sale

UGS PLM: Completes D-Cubed, Ltd., Acquisition
UNITED AIRLINES: Files Third Reorganization Status Report
UNITY WIRELESS: May Liquidate Assets if Unable to Raise Funds
UNIVERSAL HOSPITAL: Rex Clevenger Joins Company as SVP & CFO
US ESCROW FINANCIAL: Case Summary & Largest Unsecured Creditors

USG CORP: U.S. Gypsum Wants Restraining Order Against WFD Partners
UTI CORPORATION: Acquires MedSource Technologies for $230 Million
VIVENDI: Completes Tender Offer to Purchase High Yield Notes
WEIRTON STEEL: Obtains Nod To Assume & Assign GE Capital Leases
WESTPOINT: Gets Green Light to Assume Lease Plan Vehicle Contracts

WISER OIL: Redeeming 9-1/2% Senior Sub. Notes Through July 30
WORLDCOM INC: Covad Presses For $2,667,311 Cure Payment
WORLDSPAN: S&P Affirms B+ Corporate Rating & Removes CreditWatch
XELAN INC: Case Summary & 60 Largest Unsecured Creditors

* BOOK REVIEW: American Economic History

                           *********

ADELPHIA BUSINESS: TelCove Receives $45MM Revolving Credit Line
---------------------------------------------------------------
TelCove, a leading provider of business critical
telecommunications services to enterprise customers and carriers,
announced it has executed a three-year $45M revolving line of
credit from Congress Financial Corporation, a wholly owned
subsidiary of Wachovia Bank, N.A.

The financing will provide working capital for growth of the
business and will also be used to partially finance TelCove's
acquisition of its PECO partnership. In April, TelCove announced
that it had reached agreement with Exelon Communications Company,
LLC, PECO Energy Company, and their affiliates for the purchase of
certain metropolitan fiber network assets and the transfer of all
PECO TelCove joint venture partnership interests in markets served
by their joint venture.

"This financing is another major milestone in the Company's post-
restructuring efforts and provides the necessary financing to both
complete an important partnership buy-out as well as fund future
growth capital to serve our customer's telecommunications needs,"
stated Ed Babcock, Jr., Chief Financial Officer for TelCove. "In
the three months since emerging from bankruptcy we have seen a
significant increase in customer demand. This credit facility will
provide the additional capital necessary to grow with our
customers' increasing telecommunications services needs."

The line of credit is collateralized by the assets of the Company.
Interest will be charged at a rate of LIBOR plus 2.75% and
borrowings are subject to customary restrictions and limitations.

                     About TelCove

Headquartered in Coudersport, Pennsylvania, TelCove, formerly
known as Adelphia Business Solutions, Inc., --
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: Devon Agrees to Allow American Tower's $1,628,274 Claim
-----------------------------------------------------------------
Prior to its bankruptcy petition date, Devon Mobile
Communications, LP, entered into many agreements for space on
telecommunications towers owned or leased by others to be utilized
in the transmission of wireless telecommunications signals,
including certain agreements with American Tower Corporation.

The American Tower Agreements covered telecommunication towers
located in Pennsylvania, Virginia, New York and New England.

During the pendency of the Devon Debtors' bankruptcy cases, they,
through various Delaware Bankruptcy Court orders, inter alia:

   (1) assumed and assigned various of the American Tower
       Agreements;

   (2) made certain payments to American Tower on account of the
       American Tower Agreements;

   (3) rejected various of the American Tower Agreements; and

   (4) extended its time to assume or reject various of the
       American Tower Agreements and fixed the amount of certain
       of American Tower's administrative claims arising in
       connection with them.

The agreements gave rise to American Tower's various
administrative and unsecured claims against the Devon Debtors.

American Towers and Devon's Liquidating Trustee, Buccino &
Associates, Inc., engaged in discussions regarding the extent,
validity and priority of these various claims, filed or otherwise
asserted by American Towers and agree that:

   (1) American Tower acknowledges that on January 26, 2004, it
       received from the Devon Debtors $394,497, which will be
       deemed payment in full and complete satisfaction of the
       Allowed Administrative Claim.  The Parties further agree
       that American Tower will have an allowed unsecured claim
       against the Devon Debtors amounting to $1,628,274;

   (2) The Allowed Unsecured Claim will be treated as a Class 6
       Claim in accordance with the terms and conditions of the
       Plan; and

   (3) On approval of the Stipulation, the Parties will exchange
       mutual releases.

The Devon Trustee asks the Delaware Court to approve the Parties'
Stipulation. (Adelphia Bankruptcy News, Issue No. 62; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ADMIRAL CBO: S&P Affirms Class A-2 Rating at B- & Removes Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-1 notes issued by a Admiral CBO Ltd., a high-yield arbitrage CBO
managed by Delaware Investment Advisers. Standard & Poor's also
affirmed its rating on the class A-2 notes. Concurrently, both
ratings are removed from CreditWatch with positive implications,
where they were placed April 12, 2004.

The raised rating on the A-1 notes reflects factors that have
positively affected the credit enhancement available to support
the class A-1 notes, including the redemption of $44.296 million
of the class A-1 notes since the ratings were lowered June 30,
2003.

The CreditWatch removal of the rating assigned to the A-2 notes
reflects factors that have negatively affected the credit
enhancement available to support the class A-2 notes since the
rating on the class A-2 notes was placed on CreditWatch positive,
including a negative migration of the overall credit quality of
the assets within the collateral pool.

Standard & Poor's reviewed the results of the current cash flow
runs generated for Admiral CBO Ltd. 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. When
the results of these cash flow runs were compared with the
projected default performance of the performing assets in the
collateral pool it was determined that the rating assigned to the
class A-1 notes was no longer consistent with the credit
enhancement available. Standard & Poor's will continue to monitor
the performance of the transaction to ensure that the ratings
assigned reflect the credit enhancement available to support the
rated notes.
   
          Rating Raised And Off Creditwatch Positive
    
                         Admiral CBO Ltd.
                             Rating
                    Class    To        From
                    A-1      AA        A+/Watch Pos
     
          Rating Affirmed And Off Creditwatch Positive
   
                         Admiral CBO Ltd.
                             Rating
                    Class    To        From
                    A-2      B-        B-/Watch Pos


ADVOCAT INC: Succeeds in Delisting From Berlin Stock Exchange
-------------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) announced that it has succeeded in
having its stock removed from trading on the Berlin-Bremen Stock
Exchange. Advocat is one of many American companies whose stock
was listed on the foreign exchange without their knowledge or
authorization. As previously announced, Advocat sought delisting
from the Berlin-Breman Stock Exchange because Advocat's management
believes that certain investors may have been using the listing on
the Berlin Exchange to engage in a practice known as "naked short
selling" that is now banned in the United States.

The suspension in trading of Advocat's stock on the Berlin-Bremen
exchange was effective as of the close of Berlin-Bremen market on
June 28, 2004.

Advocat continues to trade under the symbol "AVCA" in the United
States on the NASDAQ Over The Counter Bulletin Board. Investors
interested in obtaining shares of Advocat should purchase their
shares only from authorized broker-dealers who will execute trades
on the Over The Counter Bulletin Board.

Advocat Inc. -- whose March 31, 2004 balance sheet shows a  
stockholders' deficit of $38,284,000 -- provides  long-term care  
services to nursing home patients and residents of assisted living  
facilities in 9 states, primarily in the Southeast, and three  
provinces in Canada. For additional information about the Company,  
visit Advocat's Web Site at http://www.irinfo.com/avc/


AIR CANADA: Files Plan of Arrangement and Draft Info Circular
-------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

The Company filed a Plan of Arrangement and Draft Information
Circular with the Court in compliance with a critical milestone
condition of both the GECAS and Deutsche Bank agreements. The
documents are available on http://wwww.aircanada.ca/

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: Westjet Lawsuit to be Heard in Toronto on July 8, 2004
------------------------------------------------------------------
Air Canada issued the following statement in response to WestJet's
announcement that it would seek leave to launch a counter-claim
against Air Canada:

There is no basis to WestJet's allegations and Air Canada will
vigorously contest the counter-claim in Court.

This is a diversionary tactic by WestJet to draw attention away
from evidence filed in Court by Air Canada on June 28 including
the cross examination of one of WestJet's senior vice presidents,
that WestJet surreptitiously and continuously for a ten month
period, logged into an Air Canada confidential website using
automated technology.

Air Canada's motion for interim relief resulting from the
misappropriation and misuse by WestJet of confidential information
about Air Canada's passenger loads, routes, and business
operations will be heard in Toronto on July 8, 2004. Air Canada
intends to continue to vigorously pursue its claim for damages.

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.


ALLEGHENY ENERGY: Two Generating Units Return to Service
--------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) announced that its coal-fired
Hatfield's Ferry Unit No. 2 and Pleasants Unit No. 1 have returned
to service after extended outages of eight months and four months,
respectively.

On November 3, 2003, a fire occurred in the 570-megawatt (MW) Unit
No. 2 at the Hatfield's Ferry Power Station, located near
Masontown, Pa. The fire caused significant damage to the
generator, turbine and associated equipment. Hatfield's Ferry Unit
No. 2 returned to service on June 27, 2004.

A generator failure occurred on February 9, 2004, in the 650-MW
Unit No. 1 at the Pleasants Power Station, located in St. Marys,
W.Va. The failure damaged the generator and associated equipment.
Pleasants Unit No. 1 returned to service on June 11, 2004.

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.


APPLIED EXTRUSION: Amends GE Commercial Finance Credit Facility
---------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS - AETC) announced
that it has amended its current credit facility with GE Commercial
Finance to, among other things, restate its minimum EBITDA
covenant for the third fiscal quarter of 2004 from approximately
$35 million to $30 million and its minimum fixed charge coverage
ratio covenant from 0.70 to 0.55. The amendment also restricts the
Company from paying interest due on July 1, 2004, on its 10 3/4%
senior notes unless the Company has excess availability under its
current credit facility of $20 million after giving effect to such
interest payment. Currently, the Company would not have the excess
availability required under the amendment to make such interest
payment. The Company believes it has the ability to raise
additional financing to pay the interest before the end of the
grace period, but believes that it is more likely that it will
reach an agreement in principle with the ad hoc committee of
bondholders on a recapitalization plan prior to the expiration of
the grace period. Accordingly, the Company will not make the
interest payment when due on July 1, 2004.

The Company also announced that it continues discussions with its
ad hoc committee of bondholders to recapitalize the Company's 10
3/4% senior notes. Any recapitalization plan would contemplate
paying the trade creditors of the Company in full on a current
basis. Amin J. Khoury, Chairman and Chief Executive Officer of the
Company commented: "We are actively negotiating a recapitalization
transaction that will dramatically reduce the indebtedness of the
Company and substantially strengthen the Company's financial
condition."

The ad hoc committee of bondholders, which has represented to the
Company that its members hold, in the aggregate, in excess of a
majority of the outstanding 10 3/4% senior notes, has hired
Milbank, Tweed, Hadley & McCloy as legal counsel and Houlihan
Lokey Howard & Zukin as financial advisor to assist the ad hoc
committee in structuring a deleveraging transaction with the
Company. Jonathan Cleveland of Houlihan Lokey Howard & Zukin
added: "We are engaging in productive conversations with the
Company toward a potential transaction that would significantly
reduce the total debt level of the Company and provide it with the
financial flexibility to pursue its business strategies."

                  About the Company

Applied Extrusion Technologies, Inc. is a leading North American  
developer and manufacturer of specialized oriented polypropylene  
(OPP) films used primarily in consumer products labeling and  
flexible packaging application.  

As reported in the Troubled Company Reporter's May 19, 2004  
edition, Standard & Poor's Ratings Services lowered its corporate  
credit rating on New Castle, Delaware-based Applied Extrusion  
Technologies Inc. to 'CCC' from 'B-'. At the same time, Standard &  
Poor's lowered its ratings on the company's senior unsecured notes  
to 'CC' from 'CCC'. The outlook remains negative. Applied  
Extrusion had outstanding debt of approximately $362 million at  
March 31,  
2004.

"The downgrade reflects Applied Extrusion's extended poor  
operating and financial performance, weakened liquidity position,  
very aggressive debt leverage, and negative cash flows," said  
Standard & Poor's credit analyst Paul Blake.


ATA AIRLINES: ALPA Crewmembers Ratify Assistance Measures
---------------------------------------------------------
ATA Airlines, Inc., (Nasdaq: ATAH) announced that its cockpit
crewmembers represented by the Air Line Pilots Association (ALPA)
have ratified Letters of Agreement which amend the existing
collective bargaining agreement.  The amendments, which become
effective July 1, 2004, will save the company approximately $70
million over the next three years.

"We are extremely proud of our strong relationship between our
employee labor unions and management," said George Mikelsons, ATA
Chairman and CEO.

"ATA is very pleased with the outcome of this negotiation and, in
particular, with the speed in which the negotiation was completed.  
Several other carriers have been in concessionary discussions for
months, if not years, and have yet to obtain an agreement.  Our
whole process was completed in 75 days, which speaks to the
tremendous commitment our cockpit crewmembers share with all ATA
employees."

A new contract amendable date extends the terms of the cockpit
crewmembers' current agreement by one year, to 2007.  In addition,
the amendment includes a new competitive pay scale for a proposed
110-seat aircraft the company is contemplating acquiring in the
next 12 months.

Founded in 1931, ALPA is the world's largest pilot union,
representing 64,000 pilots at 42 airlines in the United States and
Canada.  Visit the ALPA web site at http://www.alpa.org

Now celebrating its 31st year of operation, ATA -- whose March 31,  
2004 balance sheet shows a shareholders' deficit of $168,426,000  
-- is the nation's 10th largest passenger carrier (based on  
revenue passenger miles) and one of the nation's largest low-fare  
carriers.  ATA has the youngest, most fuel-efficient fleet among  
the major carriers, featuring new Boeing 737-800 and 757-300  
aircraft.  The airline operates significant scheduled service from  
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco  
to over 40 business and vacation destinations.  Stock of the  
Company's parent company, ATA Holdings Corp., is traded on the  
Nasdaq Stock Exchange under the symbol "ATAH."  For more  
information, visit http://www.ata.com/


ATLANTIS SYSTEMS: Closes $6 Million Equity Financing
----------------------------------------------------
Atlantis Systems Corp. announced that it has closed its previously
disclosed equity financing for the full amount of $6 million.

This financing has resulted in the issuance of 15 million equity
units. Each equity unit consists of one common share and one half
of a common share purchase warrant. Each of the 7.5 million common
share purchase warrants is exercisable until June 30, 2006 at an
exercise price of $0.50 per share until June 30, 2005 and $0.60
per share from July 1, 2005 until June 30, 2006. An additional
730,750 common share purchase warrants were also issued relating
to the structuring of the financing.
   
Neil Raymond, Chairman stated, "This financing should convey to
all of the Company's constituents, its shareholders, employees,
and significant corporate and governmental relationships, that a
well-funded Atlantis is embarking upon an aggressive new business
course under the stewardship of Andrew Day and his colleagues.
Over the ensuing months they will be increasingly putting their
collective mark on Atlantis and its activities. The Board of
Directors is appreciative of their persistence in effecting this

funding and confident that their efforts will benefit all of
Atlantis' stakeholders."

Concurrently, $3.75 million of outstanding liabilities are being
converted into equity. The debt conversion will result in the
issuance of 7.5 million common shares and 1.55 million common
share purchase warrants. Each common share purchase warrant will
be exercisable until June 30, 2007 at an exercise price of $0.60
per share.

As a result of these transactions, Atlantis will have 36,787,008
common shares outstanding.

In addition, Atlantis will be releasing its year-end financial
results next week.

Atlantis is a globally recognised developer of simulation-based
aircraft training systems, with a client base that spans defence
forces and government agencies throughout the world, as well as
major commercial airlines and aircrew training centres. Atlantis
trades on the Toronto Stock Exchange under the symbol AIQ.


BARNEYS: Hires Investment Bankers to Explore a Sale Transaction
---------------------------------------------------------------
Barneys New York, Inc., has retained the investment banking firms
of Morgan Stanley and Peter J. Solomon Company as financial
advisors in connection with exploring strategic alternatives to
enhance shareholder value.  Such alternatives could include an
investment by a third party or the sale of the Company.

Under the majority ownership of two turnaround investors,
Whippoorwill Associates, Inc. and Bay Harbour Management L.C., the
Company has been focused on solidifying Barneys reputation as a
top luxury retailer.  In 2003 the Company achieved record sales
and EBITDA.  This strong performance has continued in 2004.

Howard Socol, Chairman, President and Chief Executive Officer,
stated "We have been extremely pleased with the Company's results
for the past two years and believe that the Company is well poised
for future growth.  While the Company continues to engage in the
expansion of its CO-OP concept and a number of other expansion
projects, we believe there is even greater potential for
the opening of Barneys New York flagship stores in selected
markets."  Mr. Socol continued, "A transaction of the type being
explored, if consummated, would enable us to realize the potential
for even greater growth."

David A. Strumwasser, Managing Director of Whippoorwill and
Douglas P. Teitelbaum, Managing Principal of Bay Harbour
commented,  "With the growth opportunities facing Barneys we want
to ensure that the business is best positioned to realize its
potential either through a new investor or owner who is interested
in building the brand and taking the business to the next level."

Barneys New York is a luxury retailer with flagship stores in New
York City, Beverly Hills, and Chicago.  In addition, the Company
operates three regional full price stores, three CO-OP Barneys New
York stores, twelve outlet stores and 2 semi-annual warehouse sale
events.  The Company also maintains corporate offices in New York
City and an administrative and distribution center in Lyndhurst,
New Jersey and has approximately 1,400 employees.

Barney's, Inc. and certain of its subsidiaries voluntarily filed a
petition of reorganization under Chapter 11 on January 10,
1996, in the U.S. Bankruptcy Court for the Southern District of
New York.  The upscale retailer emerged from bankruptcy in January
1999.


BEAR STEARNS: Fitch Gives Low-B Ratings To 6 2004-PWR4 Classes
--------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Trust 2004-PWR4,
commercial mortgage pass-through certificates are rated by Fitch
as follows:

               --$107,000,000 class A-1 'AAA';
               --$106,000,000 class A-2 'AAA';
               --$630,914,000 class A-3 'AAA';
               --$19,098,000 class B 'AA';
               --$8,356,000 class C 'AA-';
               --$14,324,000 class D 'A';
               --$9,549,000 class E 'A-';
               --$954,924,323 class X 'AAA';
               --$9,549,000 class F 'BBB+';
               --$8,356,000 class G 'BBB';
               --$10,743,000 class H 'BBB-';
               --$3,581,000 class J 'BB+';
               --$4,774,000 class K 'BB';
               --$4,775,000 class L 'BB-';
               --$2,387,000 class M 'B+';
               --$2,388,000 class N 'B';
               --$2,387,000 class P 'B-';
               --$10,743,323 class Q not rated (NR).

Classes A-1, A-2, A-3, B, C, D, and E are offered publicly, while
classes X, F, G, H, J, K, L, M, N, P, and Q 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 79 fixed-rate loans having an
aggregate principal balance of approximately $954,924,323 as of
the cutoff date.


BEAR STEARNS: Fitch Downgrades $3.3M Class L Rating to CCC
----------------------------------------------------------
Fitch downgrades Bear Stearns Commercial Mortgage Securities Inc.,
commercial mortgage pass-through certificates, series 2000-WF1, as
follows:

     --$3.3 million class L to 'CCC' from 'B-'.

Fitch upgrades the following classes:

     --$31 million class B certificates to 'AA+' from 'AA';
     --$35.5 million class C certificates to 'A+' from 'A';
     --$8.9 million class D certificates to 'A' from 'A-';
     --$26.6 million class E certificates to 'BBB+' from 'BBB';
     --$8.9 million class F certificates to 'BBB' from 'BBB-'.

In addition, the following classes are affirmed:

     --$200.7 million class A-1 at 'AAA';
     --$455.0 million class A-2 at 'AAA';
     --Interest only class X at 'AAA';
     --$31.1 million class B at 'AA';
     --$15.5 million class G at 'BB+';
     --$13.3 million class H at 'BB';
     --$6.7 million class I at 'BB-';
     --$5.6 million class J at 'B+';
     --$8.9 million class K at 'B'.

Fitch does not rate the $6.9 million class M.

The downgrade is the result of expected losses on loans currently
in special servicing. Losses are expected to negatively impact the
credit enhancement of class L.

The rating upgrades reflect both the improved credit enhancement
levels resulting from scheduled amortization and the subordination
levels of deals with similar characteristics issued today. As of
the June 2004 distribution report, the pool's aggregate
certificate balance was reduced by 6.05% to $826.9 million from
$888.3 million at issuance. In addition, 3.84% of the pool has
been fully defeased. To date, the trust has realized $7 million in
losses.

Currently the transaction is collateralized by 180 commercial and
multifamily loans with an average loan size of $4.58 million. The
transaction is diverse by property type, which includes office
(28%), retail (18%), multifamily (17%), industrial (11%), and
hotel (8%) property types. Geographic concentrations include
California (33%), North Carolina (7%), New York (7%), and Texas
(5%).

Fitch has reviewed the two credit assessed loans in the pool, 650
Townsend Center and First Union Capitol. Both loans maintain their
investment-grade credit assessment.
The 650 Townsend Center loan is secured by a 612,848 square foot
(SF) office building located in the South of Market submarket of
San Francisco, CA. As of year-end (YE) 2003, the Fitch-stressed
debt service coverage ratio (DSCR) was 1.85 times (x), versus
1.52x at issuance. The Fitch-stressed DSCR is based on cash flow
adjusted for vacancy, capital expenditures, reserves, and a
stressed debt service based on a 9.66% constant. Of concern to
Fitch is the drop in occupancy. As of YE 2003, occupancy has
decreased to 85% as compared with 92% for YE 2002 and 98% at
issuance. However, the property's occupancy remains above market
levels of approximately 79%.

The First Union Capital Center loan is secured by a 544,482 SF
class A office building in Raleigh, North Carolina. As of YE 2003,
the property was 90% occupied, and the Fitch-stressed DSCR had
increased to 1.72x from 1.37x at issuance. The Fitch-stressed DSCR
is based on cash flow adjusted for vacancy, capital expenditures,
reserves, and a stressed debt service at a 9.66% constant.

There are currently three loans (2.16%) in special servicing. The
largest loan in special servicing (1.06%) is secured by a 374,000
sf industrial property located in Dover, DE. The loan was
transferred to the special servicer due to imminent default. The
property suffered some structural damage and business interruption
insurance has been used to cover debt service. The situation is
being evaluated for possible workout strategies. The property
remains current with the debt service payments.


BEVERLY ENTERPRISES: Sells 11 Eldercare Operations in Arkansas
--------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV) announced the sale of ten
skilled nursing facilities and one assisted living facility in
Arkansas. This sale reflects Beverly's continuing commitment to
strengthen its portfolio of eldercare facilities, significantly
reduce its total projected patient care liability costs and
strategically align its operations.

The facilities - which were expected to account for approximately
$53 million in revenues and a pre-tax loss of $2 million in 2004 -
were sold to an investor group. They will be operated by Perennial
Healthcare Management (Monkton, MD). The ten nursing facilities
(five leased) contain 1,304 beds, and the assisted living facility
(leased) contains 30 units. JPMorgan acted as exclusive financial
advisor to Beverly in this transaction.

Terms of the transaction are not being disclosed. As a result of
this transaction, Beverly expects to record a pre-tax charge in
Discontinued Operations of approximately $6 million in the second
quarter of 2004. Excluding this charge, the overall transaction is
expected to be slightly accretive to Beverly's pre-tax income in
2004 and increasingly accretive in 2005 and beyond. Beverly
continues to operate 20 other eldercare facilities in Arkansas.

The eleven divested Arkansas facilities were expected to account
for less than three percent of Beverly's Skilled Nursing
Facilities revenues and more than 13 percent of that unit's
projected patient care liability costs in 2004. Since Beverly
initiated its divestiture program in early 2003, it has sold,
closed or terminated leases on a total of 107 eldercare
facilities. Beverly expects to complete this program by divesting
another 25 to 35 facilities during the second half of 2004.

                  About the Company

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

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

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


COLTS TRUST: S&P Gives Class D Notes 'BB' Preliminary Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CoLTS Trust 2004-1's $246.779 million asset-backed
floating-rate notes series 2004-1.

The preliminary ratings are based on information as of June 30,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit enhancement provided to
each class of notes through the subordination of cash flows to the
preference shares; the transaction's cash flow structure, which
has been subjected to various stresses requested by Standard &
Poor's; and the legal structure of the transaction, including the
bankruptcy remoteness of the issuer.
   
                    Preliminary Ratings Assigned
                         CoLTS Trust 2004-1
   
     Class                       Rating            Amount (mil. $)
     A                           AAA                       186.397
     B*                          A                          32.816
     C*                          BBB                        13.127
     D*                          BB                         14.500
     E                           N.R.                       15.691
     *These notes will be able to defer interest


CONSTELLATION BRANDS: Reports Higher Than Expected Q1 Earnings
--------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading
international producer and marketer of beverage alcohol brands,
reported record net sales of $927 million, a 20 percent increase,
for its first quarter ended May 31, 2004. Pro forma net sales for
the quarter, which include $31 million of sales from Hardy for
March 2003, increased 15 percent driven by growth across all
categories - imported beer, spirits, wine and the U.K. wholesale
business. Currency contributed six percent of the increase.

"Our first quarter results represent a tremendous start to the new
year and continue to demonstrate the strength of our strategy of
breadth and scale leading to profitable growth," said Chairman and
Chief Executive Officer Richard Sands. "Our recent beer price
increase was well received in all channels resulting in a quicker
volume rebound than we anticipated and our spirits business posted
another quarter of sales growth that exceeded our expectations.
Our wine business continued to experience healthy growth as
evidenced by strong consumer purchases in all our major markets.
With these strong results we are raising our full year earnings
per share estimates."

Net income as reported under generally accepted accounting
principles for first quarter increased 31 percent to $51 million
and reported diluted earnings per share increased 10 percent to
$0.45. First quarter 2005 reported results include restructuring
and related charges and net unusual costs of $8 million after tax,
or $0.07 per share. First quarter 2004 reported results also
include restructuring and related charges and net unusual costs of
$8 million after tax, or $0.08 per share. Net income on a
comparable basis, excluding the restructuring and related charges
and net unusual costs, increased 27 percent to $60 million and
comparable diluted earnings per share increased six percent to
reach $0.52 per share. Earnings per share growth was negatively
impacted by additional shares outstanding primarily as a result of
the company's equity offerings in July 2003 which paid down debt
incurred to partially finance the Hardy acquisition.

Net income and diluted earnings per share on a comparable basis
exclude restructuring and related charges and net unusual costs.
The company discusses results on a comparable basis in order to
give investors better insight on underlying business trends from
continuing operations. A table reconciling these measures and
other related financial measures to reported results is included
in this release. For a detailed discussion of these items, please
see the section "Items Affecting Comparability" following the
financial statements.

The company's measure of segment profitability excludes
restructuring and related charges and net unusual costs, which is
consistent with the measure used by management to evaluate
results.

         Constellation Beers and Spirits Results

Net sales for the quarter grew 14 percent to reach $316 million on
both strong beer and spirits growth. Beer sales increased 14
percent driven by both pricing and volume gains on Corona Extra,
Corona Light, Modelo Especial, Pacifico and Negra Modelo. The
company's beer volumes rebounded quicker than expected following a
planned price increase to wholesalers on its Mexican beers, which
began to take effect in January 2004 and resulted in strong
wholesaler demand prior to the price increase.

A seven percent increase in branded spirits sales and a sharp
increase in production services sales resulted in total spirits
sales improving 13 percent. The seven percent rise in branded
sales was driven by Black Velvet Canadian Whisky, Montezuma
Tequila, Fleischmann and Barton vodkas, the 99 Cordials range and
Chi-Chi's prepared cocktails.

Operating income for Constellation Beers and Spirits grew 13
percent to reach $68 million for the first quarter due primarily
to higher sales. Operating margins remained relatively even as
increased gross profit margins were offset by increases in
advertising, marketing and general expenses to support growth
initiatives.

               Constellation Wines Results

With growth in branded wines and the U.K. wholesale business, net
sales for first quarter fiscal 2005 increased 23 percent to $611
million, including an eight percent benefit from currency.

Branded wine sales increased 17 percent to reach $364 million,
primarily due to an additional month of sales from the Hardy
acquisition and a five percent benefit from currency. Pro forma
net sales of branded wine, which include $27 million of sales from
Hardy for March 2003, increased eight percent for the quarter,
including six percent from currency. Consumer purchases remained
healthy across the company's wine categories and geographies, and
wine shipments were strong in the U.K. and Australia. In the U.S.,
sales to retailers and consumer purchases exceeded company
shipments.

Wholesale and other sales increased 34 percent driven by the U.K.
wholesale business, which added new accounts and increased sales
in existing accounts. Nearly half this increase was due to the
benefit of currency.

Operating income for Constellation Wines in first quarter fiscal
2005 increased 11 percent to reach $68 million. Operating margins
were 11.1 percent in the quarter versus 12.3 percent in the prior
year. The decline in margins was due to a greater volume of sales
of lower margin products, and increased advertising spend.

In summarizing the first quarter results Sands concluded, "With a
broad portfolio of beverage alcohol products, strong global
routes-to-market and independent businesses managing this wide
breadth and scale within their geographies, we are able to take
advantage of different market forces to consistently grow the
business and deliver shareholder value."

                About Constellation

Constellation Brands, Inc. is a leading international producer and
marketer of beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories. Well-known brands
in Constellation's portfolio include: Corona Extra, Pacifico, St.
Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston, Paul Masson
Grande Amber Brandy, Franciscan Oakville Estate, Estancia, Simi,
Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo, Alice
White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn.

As reported in the Troubled Company Reporter's April 28, 2004
edition, Standard & Poor's Ratings Services said that it revised
its ratings outlook for beverage alcohol producer and distributor  
Constellation Brands Inc. to stable from negative. The outlook  
revision reflects the company's continued deleveraging and its  
improvement in credit measures after its April 2003 debt-financed  
acquisition of Australian wine producer BRL Hardy Ltd.  

At the same time, Standard & Poor's has affirmed its 'BB'  
corporate credit and senior unsecured debt ratings on  
Constellation Brands, as well as its 'B+' subordinated debt and  
'B' preferred stock ratings on the company.

"The ratings on Fairport, N.Y.-based Constellation Brands Inc.  
reflect its strong cash generation from a diverse portfolio of  
beverage alcohol products, offset in part by the competitive  
nature of the company's markets and a leveraged financial profile  
reflecting an acquisitive growth strategy," said Standard & Poor's  
credit analyst Nicole Delz Lynch.


COVANTA: Court Okays Revenue Agents Reports Settlement with IRS
---------------------------------------------------------------
The Internal Revenue Service filed two claims against the Covanta
Energy Corporation Debtors for unpaid federal corporate income tax
returns:

   Claim No.    Date Filed         Tax Periods          Amount
   ---------    ----------    --------------------     --------
      3537      08/21/02     12/31/97 and 12/31/01     $498,118
      4166      12/23/02     12/31/83 to  12/31/99   36,404,579

The IRS later amended Claim No. 4166 with Claim No. 4493 for the
same amount.

In the Claims, the IRS asserts a right of setoff against the
Debtors' refunds.

According to James L. Bromley, Esq., at Cleary, Gottlieb, Steen &
Hamilton, in New York, the Debtors are entitled to refunds,
credits or adjustments of about $11,000,000 for the tax years
1983 to 1995, and $10,256,893 for tax year 2001.  The Debtors are
also owed $440,812 in interest for the Refunds.  

To settle the IRS Claims and the Debtors' Refunds, the Debtors
entered into a Revenue Agents Reports with the United States
Department of the Treasury/IRS.  The RAR recommends a settlement
of certain claims and  counterclaims among the IRS, on the one
hand, and the Debtors and their various affiliates and
subsidiaries, on the other hand.  Among others, the RAR
Settlement provides that:

   (a) the IRS Claims will be amended to state that the aggregate
       amount due to IRS is $806,147, representing the final and
       total resolution of all claims against the Debtors for tax
       years 1983 to 2001; and

   (b) the Allowed Claim will be considered an allowed priority
       tax claim and paid pursuant to the Debtors' Second Joint
       Plan of Reorganization.

The RAR Settlement is the result of a difficult negotiation
process between the Debtors and the IRS that stretched over
nearly 20 years and included at least six previous RARs and four
appeals, Mr. Bromley says.  Numerous complicated tax issues were
addressed during this process, the two most contentious issues
being:

   -- the ability to carry back certain net operating losses
      under the 10-year carry back provisions of Section 172(f)
      of the Internal Revenue Code; and

   -- the allowability of deductions for interest expense that
      accrued on unpaid taxes that were assessed by the IRS and
      agreed to by the Debtors with respect to the Debtors' 1983-
      1986 returns.

Mr. Bromley provides a summary of the year-by-year calculation of
taxes and refunds due as a result of various adjustments agreed
between the IRS and the Debtors, resulting in the amount of the
Allowed Claim:
            
                            Deficiency    Allowable
   Year         Tax         Interest      Interest       Total
   ----      ----------    ----------     ---------   ----------
   1983      $1,518,871      $692,298       $19,931   $2,231,100
   1984      (4,776,423)    3,290,037           566   (1,485,820)
   1985          38,506        39,528                     78,034
   1986      (5,809,586)    2,164,153        17,122   (3,628,311)
   1987         280,601       168,036                    448,637
   1988         874,114       389,161                  1,263,275
   1989       1,871,936     1,211,109                  3,083,045
   1990          22,856        21,332                     44,188
   1991         (52,828)                                 (52,828)
   1992        (239,029)     (158,866)                  (397,895)
   1994       3,495,747     2,568,087                  5,987,836
   1995       2,605,682     1,326,909                  3,932,591
             ----------    ----------     ---------   ----------
   Totals
   as of
   04/01/02   $(169,553)  $11,711,784       $37,619   11,503,852
             ==========    ==========     =========   ----------

   The Debtors' 2001 Refund                          (10,256,893)
   
   Interest Due to the Debtors on 2001 Refund           (440,812)
                                                       ---------
   Total Payment Due IRS                                $806,147
                                                       =========

In addition to the RAR Settlement, Mr. Bromley reminds Judge
Blackshear of a prior Court-approved settlement between Debtor
Ogden Constructors, Inc., and the United States government,
relating to dewatering, excavation and dynamic compaction
services performed by Ogden Constructors at the United States
Bureau of Reclamations' Lost Creek Dam modification project.  
Pursuant to the Constructors Order, the government agreed to pay
Ogden Constructors $250,000 plus interest.  The Court stayed the
payment of the Constructors Settlement pending resolution of the
IRS Claims.

The RAR Settlement also provides that the Constructors Settlement
will be set off against amounts owed to the government.

Mr. Bromley tells the Court that because the Refunds amount to
over $20 million, the settlement process will involve the Joint
Committee on Taxation.  Pursuant to the Internal Revenue Code,
the IRS must submit to the Joint Committee a report on the
proposed refund to give the Joint Committee the opportunity to
comment and make recommendations.  However, the Debtors must
first sign the RAR as a taxpayer before it can be submitted to
the Joint Committee.

The Debtors believe that the only express restraint limiting the
IRS's ability to act on the RAR is a requirement in Section
6405(a) of the Internal Revenue Code that the IRS must wait a
minimum of 30 days following the submission of the RAR to the
Joint Committee before acting to implement the RAR Settlement.  
At the expiration of the 30-day Window, the Debtors believe that
the IRS is free to perform the RAR Settlement regardless of
whether the Joint Committee has expressed a view one way or the
other with respect to the RAR.

The IRS has agreed to use its best efforts to encourage the Joint
Committee to complete its review within 30 days following
submission of the RAR.

Additionally, the Debtors and the IRS agree to a 40-day
standstill period following submission of the RAR to the Joint
Committee, during which neither party will take any action with
respect to the RAR or the IRS Claims.  If at the expiration of
the Standstill Period the IRS does not take irrevocable steps to
implement the RAR Settlement, the Standstill Period will
terminate and the Debtors and the IRS will be free to exercise
their rights and remedies.

By entering into the RAR Settlement, both the Debtors and the IRS
will avoid the uncertainty and the expense of any litigation that
may arise from the IRS Claims, Mr. Bromley points out.  Under the
RAR Settlement and the Constructors Settlement, the net amount
the Debtors will actually be liable to the IRS is $556,147.  This
amount, Mr. Bromley explains, represents significant value to the
Debtors' estate in view of:

   -- the potential tax liability the Debtors could otherwise be
      required to pay;

   -- the expense of defending or prosecuting any appeal or
      further proceedings; and

   -- the uncertainty of prevailing in any litigation regarding
      the IRS Claims.

The RAR Settlement is the product of vigorous arm's-length
bargaining between the Debtors and the IRS, Mr. Bromley adds.

At the Debtors' behest, Judge Blackshear approves the RAR
Settlement.

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)   


CREDIT SUISSE: Fitch Affirms Low-B Ratings on 6 2001-CF2 Classes
----------------------------------------------------------------
Fitch Ratings upgrades the Credit Suisse First Boston's commercial
mortgage pass-through certificates, series 2001-CF2, as follows:

          --$43.8 million class B to 'AA+' from 'AA';
          --$49.3 million class C to 'A+' from 'A';
          --$10.9 million class D to 'A' from 'A-';
          --$16.4 million class E to 'A-' from 'BBB+';
          --$18.9 million class F to 'BBB+' from 'BBB';
          --$14 million class G to 'BBB' from 'BBB-'.
     
In addition, Fitch affirms the following classes:

          --$15.7 million class A-1 'AAA';
          --$153.8 million class A-2 'AAA';
          --$129.8 million class A-3 'AAA';
          --$523.2 million class A-4 'AAA';
          --Interest only classes A-CP and A-X 'AAA';
          --$16.4 million class H 'BB+';
          --$21.9 million class J 'BB';
          --$8.2 million class K 'BB-';
          --$9.3 million class L 'B+';
          --$9.9 million class M 'B';
          --$5.5 million class N 'B-'.

Fitch does not rate the $8.3 million class O, $14.8 million class
NM-1, $17.1 million class NM-2, and $1 million class RA
certificates.

The upgrades are due to an increase in credit enhancement since
issuance and levels, which are in line with the subordination
levels of deals issued today, having similar characteristics. As
of the June 2004 distribution date, the pool's aggregate
collateral balance has been reduced by approximately 3.5%, to
$1.088 billion from $1.128 billion at issuance.

Currently, seven loans (1.3%) are in special servicing, with
losses expected on several of these loans. The largest loan in
special servicing (0.6%) is secured by an office property located
in Tampa, FL and is 90 days or more delinquent. The loan was
transferred to the special servicer in February 2004 as a result
of an increase in vacancy. Gentiva, who had occupied, 18.5% of the
net rentable area, also announced that they would be vacating the
property following their lease expiration in June 2004.
The second largest specially serviced loan (0.2%) is a limited
service hotel located in Louisville, CO. The property is real
estate owned and the special servicer, GMAC Commercial Mortgage
Corp., is marketing the property for sale. Two previous offers to
purchase this property, one at $2.5 million and one at $2.05
million, have been cancelled; given the trust's $2.47 million
exposure to the loan, Fitch expects a loss to be incurred at the
time of disposition.


CRESCENT REAL: S&P Downgrades Corporate Credit Rating to BB-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Crescent Real Estate Equities Co. and its operating
partnership, Crescent Real Estate Equities L.P., to 'BB-' from
'BB'. In addition, the rating on the company's senior unsecured
notes is lowered to 'B' from 'B+', and the rating on the company's
preferred stock is lowered to 'B-' from 'B'. The outlook is
revised to stable from negative.

"The lowered ratings reflect office market conditions that remain
persistently weak, pressuring Crescent's highly concentrated
portfolio," said Standard & Poor's credit analyst Elizabeth
Campbell. "They also reflect tenant concentration concerns, an
aggressive financial profile with weak coverage measures, limited
financial flexibility, and a high dividend payout ratio."

For the near to medium term, financial measures are likely to
remain at current, more aggressive levels until Crescent's core
market conditions improve materially. These lower financial
measures, however, should be relatively stable, given expectations
for continued strong contribution from the residential land
business, ongoing office portfolio repositioning efforts, and
modest property refinancing/monetization opportunities.


CROSSGEN ENTERTAINMENT: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: CrossGen Entertainment, Inc.
        fka CrossGeneration Comics, Inc.
        dba CrossGen Comics
        dba Code 6 Comics
        dba CG Entertainment
        4023 Tampa Road, Suite 2400
        Oldsmar, Florida 34677

Bankruptcy Case No.: 04-12478

Type of Business: The Debtor is a comic book publishing company.
                  See http://www.crossgen.com/

Chapter 11 Petition Date: June 18, 2004

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtor's Counsel: Noel R. Boeke, Esq.
                  Rod Anderson, Esq.
                  Holland & Knight, LLP
                  P.O. Box 1288
                  Tampa, FL 33601
                  Tel: 813-227-8500
                  Fax: 813-229-0134

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Quebecor World Montreal                  $1,478,894
P.O. Box 945563
Atlanta, GA 30394-5563

Branded Entertainment                      $437,868
333 Crestmont Road
Cedar Grove, NJ

American Express                           $402,825
P.O. Box 297612
Ft. Lauderdale, FL 3332-7612

Foley & Lardner                            $262,382
100 N. Tampa St., Ste. 2700
Tampa, FL

Automatic Data Processing                  $155,160

Fortis Software LLC                        $109,737

Newhouse Porter LLP                        $105,548

Hunton & Williams                          $102,985

Wizard Entertainment                        $63,798

580 Industrial Ltd.                         $63,010

CIT Technology Financial                    $50,420

Citicorp Vendor Finance                     $25,817

Reed Business Information                   $22,248

Diamond Comic Distributors                  $22,016

Absolute Exhibits                           $19,684

CGS Publishing Technologies                 $17,224

Westin Horton Plaza                         $16,832

Rosa                                        $16,500

Florentino                                  $16,450

Hyde Park Capital                           $15,791


DB COMPANIES: Wants Nod to Continue Employing Partridge Snow
------------------------------------------------------------
DB Companies, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
continue employing Partridge Snow & Hahn LLP as their special
counsel for non-bankruptcy matters.

The firm has represented the Debtors since 1989 as its general
outside counsel in connection with a variety of matters involving
real estate, employment, litigation, tax, general corporate
matters, acquisitions, environmental matters, corporate finance
and commercial law.  As a result of that long term relationship,
Partridge Snow has acquired extensive background and knowledge
concerning the Debtors' businesses and operations.

The firm will bill the Debtors at its current hourly rates:

      Professionals             Billing Rate
      -------------             ------------
      James H. Hahn             $340 per hour
      John M. Boehnert          $335 per hour
      Michael A. Gamboli        $285 per hour
      Charles A. Lovell         $300 per hour
      Daniel S. Crocker         $205 per hour
      Christopher Cassara       $210 per hour
      Tracey Baran              $190 per hour
      Kristen Blaquiere         $80 per hour
      Richard M. Gauvin         $135 per hour
      Kim Sousa                 $125 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.


DUNE ENERGY: Needs More Capital to Sustain Operations
-----------------------------------------------------
Since May 2003, Dune Energy, Inc. has been an independent energy
company engaged in the business of leasing, acquiring and
subsequently developing, natural gas and crude oil producing
properties. Through March 31, 2004, the Company has not generated
revenues from operations and its ability to do so in the future is
highly dependent on the Company's ability to raise additional
capital.

During the next six months, the Company anticipates minimum
expenses of approximately $2,500,000 including $650,000 to
complete the purchase of its interest in Los Mogotes by June 30,
2004; $680,000 (should the Company elect to exercise its option)
to lease an additional 6,800 acres on the Welder Ranch; $240,000
to be paid to Seitel Data Ltd. to complete the purchase of the
license for the 3D seismic data; $504,000 to the holders of
certain promissory notes; and for its working capital needs.

In the audit report of Dune Energy Inc. for the year ended
December 31, 2003, the Company's independent auditors stated that
the Company's accumulated deficit and working capital deficit
raises substantial doubt about the Company's ability to continue
as a going concern. The Company needs to raise additional capital
to achieve its business objectives. The Company intends to acquire
the capital it needs by raising additional funds through the
issuance of debt and/or equity securities and by selling to third
parties prospects and/or other rights in its interests in the
Welder acreage and Los Mogotes. There can be no assurances that
the Company will be able to raise additional capital or that the
terms on which such capital is raised will be acceptable. Further,
there can be no assurances that the Company will be successful in
its efforts to sell any interests in its prospects or that the
terms of any such transactions will be acceptable. To the extent
that the Company relies upon third parties to drill the wells
required to maintain its interest in the Welder acreage, its
ability to achieve its business objectives will be dependent on
the efforts of others.


EMPIRE FINANCIAL: Pursues Financing Plans to Improve Liquidity
--------------------------------------------------------------
Empire Financial Holding Company's continued existence is
dependent upon its ability to return to profitability and to
generate cash either from operations or from new financings. The
Company has losses from continuing operations during 2003 and 2002
and had a stockholders' deficit of $643,110 as of March 31, 2004.
Also, the Company is subject to pending federal and state
investigations relating to the Company's involvement in trading in
mutual fund shares by its customers, the outcome of which is
uncertain. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

Management has implemented a plan, which it believes will return
the Company to profitability. As part of the plan, the Company has
reduced general and administrative overhead and operating expenses
primarily by relocating and consolidating its offices and
personnel, by entering into a new clearing arrangement with a
third party at lower rates and by settling substantially all
of its controversies with its former co-CEO. The Company has also
hired additional personnel to enhance its market making and order
execution capabilities. As a result of the foregoing and the sale
of Advantage, the Company has focused its efforts on its core
business.

Additionally, the Company plans to raise additional capital
through debt and equity financings and intends to rely on vendors,
service providers, and management for periodic payment deferrals
and cost reductions to improve liquidity and sustain operations.

There is no assurance that the Company will achieve profitability
or be able to generate cash from either operations or from debt or
equity financings.

Based on currently proposed plans and assumptions relating to the
implementation of its business plan, management believes that cash
flow from operations and cash on hand will enable the Company to
fund its planned operations for at least 12 months and thereafter.
If not, or if Company plans change, or the Company's assumptions
change or prove to be inaccurate, or if  available cash otherwise
proves to be insufficient to implement the Company's business
plans, Empire Financial may require additional financing and may
seek to raise funds through subsequent equity or debt financings.
Management cannot assure that additional funds will be available
in adequate amounts or on acceptable terms. If funds are needed
but not available, management indicates that Empire Financial
Holding's business would be harmed.


EN POINTE: Secures $30 Million Credit Line With GE Commercial Unit
------------------------------------------------------------------
En Pointe Technologies Sales, Inc., a wholly owned subsidiary of
En Pointe Technologies, Inc. (Nasdaq: ENPT) announced the signing
of a $30 million working capital line of credit with GE Commercial
Finance's distribution financing unit, Vendor Financial Services.  
This financing, arranged by one of the technology sector's premier
financing entities, replaces an existing credit facility.

The new credit facility expands En Pointe's access to distribution
financing solutions, provides access to working capital to support
growth and acquisition capital, and supports the company's
fundamental strategic growth objectives.

"We are pleased to have a new business relationship partner in GE
Commercial Finance who is dedicated to providing support to our
company's strategy and one who thoroughly understands our
industry," said Bob Din, President and CEO, En Pointe.  "The terms
of this agreement will provide En Pointe with the excess borrowing
capacity that will be used to support any increase in revenue
generation.  It also provides the company with capital to pursue
any expansion strategies.  The overall effect of this arrangement
is to provide En Pointe with certain economic and strategic
alternatives in the marketplace."

GE Commercial Finance continues to expand its investment in the
technology market, teaming with manufacturers, distributors, VARs
and solution providers to develop specialized financing plans that
properly align with their respective cash conversion cycles and
growth objectives.

"We are excited about En Pointe's growth opportunities, and
appreciate the opportunity to support management in its
determination to expand their presence in the IT market," said Tom
Grathwohl, President of GE Commercial Finance's distribution
finance unit specializing in technology finance.  "We have served
the information technology industry since 1980, and we are experts
at working with our customers to understand their unique market
situations and create financing programs that exceed their
expectations."

      About GE Commercial Finance, Vendor Financial Services

Vendor Financial Services is a unit of GE Commercial Finance, a
global leader in developing and providing financial solutions and
services to equipment manufacturers, distributors, dealers and
their end users.  With $26 billion in served assets worldwide,
1,200 manufacturers, 49,000 dealers & distributors and over
600,000 accounts in more than 30 countries, Vendor Financial
Services helps its customers drive new business by providing
superior service, a commitment to quality and the application of
the latest e-commerce technology.  Their inventory finance
business unit, Commercial Distribution Finance, has been a leading
provider of specialized financing products and services for more
than five decades. Programs and services include inventory
financing, accounts receivable financing, asset-based lending,
private label financing, inventory consignment, collateral
management, e-commerce services and related financial products.  
For more information, visit http://www.gecdf.com/

            About En Pointe Technologies, Inc.

En Pointe Technologies, Inc. is a leading national provider of
information technology products, e-business solutions and
professional services to medium and large commercial customers and
government and educational accounts of all sizes.  A state-of-the-
art e-commerce network electronically links En Pointe, via
AccessPointe(TM) and its back-office business systems, to the
largest distributors and manufacturers in the industry.  En Pointe
offers direct online access to several billion dollars of
mainstream IT products available in the US while eliminating the
risks associated with carrying significant inventory.  Its
flagship software AccessPointe(TM) provides En Pointe's customers
with the ability to create private electronic exchanges, accessed
through the Web, procurement applications or ERP systems, to
efficiently manage the procurement process and allow the Company's
customers to make fully informed strategic buying decisions.  En
Pointe Professional Services offers value-added services such as:
Pre-sales consulting, Technology Planning and Management
(including integration, configuration, deployment and migration),
Helpdesk Support Services, Project and Program Management, and
Infrastructure Support and Maintenance.

En Pointe, a minority business enterprise (MBE), is represented
nationally with a concentration in over 17 sales and service
markets throughout the United States, as well as a value-added ISO
9001:2000 certified integration operation in Ontario, California.  
Please visit En Pointe at http://www.enpointe.com/

                     *   *   *

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

"During the six months ended March 31, 2004, operating activities
provided cash of $5.3 million compared with using cash of $3.1
million in the prior fiscal year period. The principal reason for
the increase in cash provided by operations was the decrease in
accounts receivable of $3.6 million that relates mainly to the
decline in product sales. The improvement in earnings also
contributed $2.8 million to operating cash flow as the Company
went from a net loss of $2.4 million to net income of $0.4
million.

"The Company's revolving credit facilities are collateralized by
accounts receivable and all other assets of the Company. As of
March 31, 2004, approximately $11.2 million was outstanding,
$26,732 of which was outstanding against the Foothill credit line
and the balance against the IBM Credit Corporation ("IBMCC")
credit line. At March 31, 2004, the Company had additional
borrowings available of approximately $6.7 million after taking
into consideration the available collateral and borrowing
limitations under its financing agreements. Borrowings under both
financing agreements are collateralized by substantially all of
the Company's assets. In addition, each of the lines of credit
contains certain financing and operating covenants relating to net
worth, liquidity, profitability, repurchase of indebtedness and
prohibition on payment of dividends, as well as restrictions on
the use of proceeds obtained under the line.

"The Company believed that it would be unable to meet its
covenants related to liquidity and profitability for the quarter
ended March 31, 2003 and would be in default under the terms of
its financing agreements. To avert such a default, the Company
renegotiated its lines of credit with IBMCC and Foothill to ease
their respective covenant requirements and signed amendments to
each of its financing agreements in May 2003.

"While the Company is presently in compliance with its covenants
under the financing agreements, should there be a resumption of
negative earnings, which is possible, the Company may not meet its
future quarter's EBITDA covenants, in which event it would be in
default under its amended financing agreements. In such event,
management would request a waiver of such defaults. If such
defaults were not waived by its lenders the working capital and
flooring lines of credit could be revoked prior to their
expiration dates. Should the Company's working capital and
flooring lines be revoked, management believes that it has
sufficient working capital to enable it to continue to operate
through at least the next twelve months. However, the Company
would be required to significantly scale down its business plans
if it were unable to obtain alternative sources of financing."


ENCORE ACQUISITION: Files Universal Shelf Registration Statement
----------------------------------------------------------------
Encore Acquisition Company (NYSE:EAC) announced that it has filed
a registration statement on Form S-3 with the Securities and
Exchange Commission. The registration statement, when declared
effective by the Securities and Exchange Commission, will allow
Encore to issue an aggregate of $500,000,000 of common stock,
preferred stock, senior debt and subordinated debt. Encore has no
immediate plans to conduct any transactions under this
registration statement, which is commonly referred to as a
universal shelf registration statement. In connection with the
common stock offering in June 2004, Encore agreed, subject to
certain exceptions, not to offer or sell any shares of common
stock prior to September 6, 2004 without the consent of Goldman,
Sachs & Co.

The universal shelf registration statement has been filed with the
Securities and Exchange Commission but has not yet become
effective. The securities covered by the registration statement
may not be sold, nor may offers to buy be accepted prior to the
time the registration statement becomes effective. 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 these securities
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.

At the time any of the securities covered by the registration
statement are offered for sale, a prospectus supplement will be
prepared and filed containing specific information about the terms
of any such offering. When available, such a written prospectus
may be obtained by contacting the underwriters which are named in
any such prospectus supplement or by contacting Encore Acquisition
Company, 777 Main Street, Suite 1400, Fort Worth, Texas 76102,

                       *   *   *

As reported in the Troubled Company Reporter's April 5, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Encore Acquisition Co.'s $150 million senior
subordinated notes due 2014. At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit and 'B' subordinated debt
ratings on the independent oil and gas exploration and production
company. The outlook is stable.

Proceeds from the proposed note offering will primarily be used to  
fund Encore's purchase of privately held Cortez Oil & Gas Inc. for  
$123 million, which was announced on March 3, 2004, as well as  
retire existing bank borrowings and other general corporate  
purposes.  

"The ratings affirmation reflects the fact that even with the  
increased debt Encore will take on to fund this transaction,  
financial measures will remain appropriate for current ratings,"  
said Standard & Poor's credit analyst Brian Janiak.  

The stable outlook reflects Standard & Poor's expectation for  
management to effectively integrate the Cortez operations over the  
near term and expand the company's reserves and production through  
organic growth. The current rating incorporates the expectation  
that any additional significant acquisitions will be funded in a  
manner that does not increase leverage. Failure to adhere to  
moderate financial policies to expand its reserves and production  
growth could warrant an outlook revision or lower ratings.


ENRON CORP: Sues 35 Creditors to Recover Preferential Payments
--------------------------------------------------------------
On or within 90 days before their bankruptcy petition date, the
Enron Corporation Debtors made, or caused to be made, transfers to
35 creditors:

   Creditor                                          Amount
   --------                                          ------
   Barnhart Crane & Rigging Co.                     579,147
   Barr-Rosin                                        35,600
   Beach Software                                    63,717
   Bearcom                                           21,622
   Bennett Steel, Inc.                               74,350
   Berkel & Company                                  83,077
   Bfg Immobilien                                    74,703
   Boilermakers Health & Welfare Fund                55,757
   Borden County                                     39,320
   Dearborn Crane & Engineering                      73,412
   Debner & Company                                 490,932
   Deer Park Construction                            20,424
   Delta Unibus Corporation                         179,954
   Dezurikk/Copes-Vulcan                            111,897
   Dixie Rental and Supply                           62,478
   Doolittle Erectors, Inc.                          25,870
   United Scaffolding, Inc.                         269,219
   United States Trust Co. of New York               87,676
   United Steel Fabricators                         140,729
   Universal Limited, Inc.                           33,034
   Unnico                                            24,655
   UOP                                               76,892
   US Tool                                           25,805
   Valley Technical Sales, Inc.                      26,036
   Valmet, Inc.                                      41,300
   W N Couch, Inc.                                  521,586
   Welsbach Electric Corporation                     51,750
   Westinghouse Process Ctl.                        352,358
   Wilson Industries, Inc.                           25,758
   Win Sam Valley View Center                        94,505
   World Water Works                                 46,900
   Xtra Light Manufacturing, Inc.                    68,557
   Yarway Corporation                                34,800
   York International Corporation                   397,440
   York Refrigeration                              $111,856
                                              -------------
       TOTAL                                     $4,423,116
   
Neil Berger, Esq., at Togut, Segal & Segal, LLP, in New York,  
relates that:

   (a) the Transfers constitute transfers of interest of the
       Debtors' property;

   (b) the Debtors made, or caused to be made, the Transfers to,
       or for the benefit of, the Creditors;

   (c) the Debtors made, or caused to be made, the Transfers  
       for, or on account of, antecedent debts owed to the
       Creditors prior to the dates on which the Transfers were
       made;

   (d) the Debtors were insolvent when the Transfers were made;

   (e) the Transfers enabled the Creditors to receive more than
       they would have received if:

       -- Enron's cases were administered under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers had not been made; and

       -- the Creditors had received payment of the debt to the
          extent provided by the Bankruptcy Code.

Thus, Mr. Berger contends that the Transfers constitute avoidable  
preferential transfers pursuant to Section 547(b) of the
Bankruptcy Code.  In accordance with Section 550(a), the Debtors
may recover from the Creditors the amount of the Transfers, plus
interest.

In the alternative, Mr. Berger asserts that the Transfers are  
avoidable fraudulent transfers under Section 548(a)(1)(B) since:

   (a) the Transfers constitute transfers of interest in the
       Debtors' property;

   (b) the Transfers were to or for the benefit of the Creditors;

   (c) the Debtors received less than reasonable equivalent value
       in exchange for some or all of the Transfers;

   (d) the Debtors were insolvent, or became insolvent, or had
       unreasonably small capital in relation to their businesses
       or their transactions at the time or as a result of the
       Transfers; and

   (e) the Transfers were made within one year before the
       Petition Date.

Accordingly, the Debtors ask the Court to:

   (i) avoid and set aside the Transfers pursuant to Section
       547(b);

  (ii) in the alternative, avoid and set aside the Transfers
       pursuant to Section 548(a)(1)(B);

(iii) direct the Creditors to immediately pay them an amount
       equal to the Transfers pursuant to Section 550(a),
       together with interest from the date of the Transfers; and

  (iv) award them their attorneys' fees, costs and other expenses
       incurred. (Enron Bankruptcy News, Issue No. 114; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


ENRON: Panel Wants 4 Workers to Return $4.9M Preferential Payments
------------------------------------------------------------------
Within one year before the Bankruptcy Petition Date, one or more
Enron Corporation Debtors made, or caused to be made, these
transfers to four employees:

   Employee                                         Amount
   --------                                         ------
   Rebecca P. Mark                              $3,202,997

   Carol Whalen, Executor of the Estate            800,000
   of John Baxter

   Terence H. Thorn                                420,000

   John R. Sherriff                              1,500,000
                                               -----------
       TOTAL                                    $4,922,000

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
in New York, relates that pursuant to Section 547(b) of the
Bankruptcy Code, the Transfers are avoidable because the
Transfers:

   (a) were made within one year before the Petition Date,
       wherein the Debtors were considered to be insolvent;

   (b) constitute transfers of interests of the Debtors'
       property;

   (c) were made to, or for the benefit of, a creditor;

   (d) were made on account of an antecedent debt owed to the
       creditor; and

   (e) enabled the Employees to receive more than they would
       have received if:

       -- Enron's cases were administered under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers were not made; and

       -- the Employees received payment of the debt to the
          extent provided by the Bankruptcy Code.

As avoidable preferential transfers, Mr. Kirpalani contends that  
the Transfers are recoverable under the purview of Section  
550(a).

In addition, Mr. Kirpalani tells the Court that the Transfers are  
also fraudulent transfers in accordance with Section 548(a)(1)(B)  
since the Debtors received less than reasonably equivalent value  
in exchange for some or all of the Transfers.

In the alternative, Mr. Kirpalani asserts that the Transfers  
should be considered fraudulent transfers that may be avoided and  
recovered pursuant to Sections 554 and 550 of the Bankruptcy  
Code, Sections 270 to 281 of the New York Debtor and Creditor
Law, or other applicable law on these additional grounds:

   -- As a direct and proximate result of the Transfers, the  
      Debtors and their creditors suffered losses amounting to  
      at least the value of the Transfers; and

   -- At the time of the Transfers, there were creditors
      holding unsecured claims and there were insufficient
      assets to pay the Debtors' liabilities in full.

On the Debtors' behalf, the Official Committee of Unsecured
Creditors asks the Court to avoid and set aside the Transfers
pursuant to Section 547(b), Section 548(a)(1)(B), Section 544,
New York Debtor and Creditor Law Sections 270-281, or other
applicable law.

The Committee asks the Court to direct the Employees to
immediately pay the Transfers pursuant to Section 550(a),
together with interest from the date of the Transfers.

The Committee also asks the Court to award it for attorneys'
fees, costs and other expenses incurred. (Enron Bankruptcy News,
Issue No. 114; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON: Agrees to Settle Superior Natural Gas' Mega Claims
---------------------------------------------------------
Before the Bankruptcy Petition date, Enron North America
Corporation and Superior Natural Gas Corporation were parties to
one or more transactions for the purchase and sale of natural gas.  
On October 2, 2002, Superior filed Claim No. 6242 against ENA for
$5,605,425 based on the Contract.

In support of the Contract, Enron Corporation issued a credit
support guaranty to Superior.  Superior filed Claim No. 6421
against Enron for $27,000,000 based on the Guaranty.

Enron instituted an adversary complaint against Superior seeking
to avoid certain amendments to the Guaranty on the grounds that
its incurrence of its obligations under the amendments were
constructively fraudulent.

To resolve the Avoidance Action and the amounts and validity of
the Claims, the parties stipulate that:

   (a) the ENA Claim will be allowed for $4,799,680 as a
       prepetition general unsecured claim against ENA;

   (b) the Enron Claim will be allowed for $1,909,482 as a
       prepetition guaranty claim against Enron;

   (c) Superior's maximum recovery on account of the Claims will
       be limited to $4,779,680 in the aggregate;

   (d) the Debtors and Superior will exchange a mutual release
       of claims related to the Contracts, the Guaranty, the ENA
       Claim and the Enron Claim; and

   (e) the Avoidance Action will be dismissed with prejudice and
       without costs to any party.

Judge Gonzalez approves the parties' Stipulation in all respects.
(Enron Bankruptcy News, Issue No. 114; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ESCHELON TELECOM: Offering to Exchange $100M 8-3/8% Senior Notes
----------------------------------------------------------------
Eschelon Operating Company offered to exchange $100,000,000
principal amount at maturity of its 8-3/8% Senior Second Secured
Notes due 2010 for a like principal amount of registered 8-3/8%
Senior Second Secured Notes due 2010.

The new 8-3/8% Senior Second Secured Notes due 2010 will be free
of the transfer restrictions that apply to the Company's
outstanding unregistered 8-3/8% Senior Second Secured Notes due
2010 that persons currently hold, but will otherwise have
substantially the same terms as the outstanding old notes. The
offer was to expire at 5:00 P.M., New York City time, on June 11,
2004, unless extended. The new notes will not trade on any
established exchange.

Each broker-dealer that receives new notes for its own account
pursuant to this exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such
new notes. The letter of transmittal which accompanied the
Company's May 14, 2004 prospectus states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in
connection with resales of new notes received in exchange for
outstanding notes where such outstanding notes were acquired by
such broker-dealer as a result of market-making activities or
other trading activities. Eschelo has agreed that, for a period of
180 days from the expiration of this exchange offer, it will make
the prospectus available to any broker-dealer for use in
connection with any such resale.  

                       *   *   *

As reported in the Troubled Company Reporter's April 28, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC+'
rating to the $100 million 8 3/8% senior second secured notes due
2010 issued by Eschelon Operating Co., a wholly owned subsidiary
of Minneapolis, Minn.-based competitive local exchange carrier
(CLEC) Eschelon Telecom Inc. Proceeds from these notes, which were
issued under Rule 144A with registration rights, have been used to
refinance bank debt. Simultaneously, Standard & Poor's affirmed
Eschelon's 'CCC+' corporate credit rating. The outlook is
developing. Pro forma for the refinancing, Eschelon had total debt
of about $100 million ($116 million after adjusting for operating
leases) at Dec. 31, 2003.

"The corporate credit rating on Eschelon primarily reflects the
company's lack of sustainable competitive advantages in the
intensely competitive telecommunications services industry," said
Standard & Poor's credit analyst Michael Tsao.


FARMLAND: Land O'Lakes Now Wholly Owns Animal Feed Joint Venture
----------------------------------------------------------------
Land O'Lakes, Inc. completed the transaction to purchase Farmland
Industries' ownership interest in Land O'Lakes Farmland Feed LLC,
the animal feed joint venture that the two companies formed in
2000. Upon completion of the transaction on June 25, 2004, Land
O'Lakes, directly, and through its subsidiaries, owned 100 percent
of the company.

Land O'Lakes announced June 15, 2004, that it had signed an
agreement to purchase all of Farmland's ownership interest in Land
O'Lakes Farmland Feed LLC. The proposed agreement provided that
Land O'Lakes would pay approximately $12.15 million to acquire
Farmland's eight percent interest in the joint venture.

The sale was contingent upon bankruptcy court approval in the
Farmland bankruptcy case. A motion to approve the sale was filed
on June 15, 2004. The bankruptcy court approved the transaction
June 24, 2004.

                 About Land O'Lakes

Land O'Lakes is a national, farmer-owned food and agricultural
cooperative, with annual sales over $6 billion. Land O'Lakes does
business in all 50 states and more than 50 countries. It is a
leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and local
cooperatives with an extensive line of agricultural supplies
(feed, seed, crop nutrients and crop protection products) and
services.

                About Farmland Industries

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.


FIBERMARK: Panel Signs-Up Chanin Capital as Financial Advisor
-------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in FiberMark,
Inc.'s chapter 11 cases sought and obtained approval from the U.S.
Bankruptcy Court of Vermont to hire Chanin Capital Partners LLC as
its financial advisor and investment banker.

Chanin Capital is expected to:

   a) analyze the Debtors' operations, business strategy, and
      competition in each of their relevant markets as well as
      an analysis of the industry dynamics affecting the
      Debtors;

   b) analyze the Debtors' financial condition, business plans,
      capital spending budgets, operating forecasts, management,
      and the prospects for its future performance;

   c) assist in the determination of an appropriate capital
      structure for the Debtors;

   d) determine a theoretical range of values for the Debtors on
      a going concern basis;

   e) advise the Committee on tactics and strategies for
      negotiating with the Debtors and other purported
      stakeholders;

   f) render financial advice to the Committee and participate
      in meetings or negotiations with the Debtors and other
      stakeholders in connection with any restructuring,
      modification or refinancing of the Debtors' existing
      claims; and

   g) provide the Committee with other and further financial
      advisory services with respect to the Debtors and a
      Restructuring Transaction as may be requested by the
      Committee.

Skip Victor reports that the firm does not hold or represent any
interests materially adverse to those of the Committee in
connection with the Debtors' chapter 11 cases and is
"disinterested" as that term is defined in section 101(14) of the
Bankruptcy Code.

The Debtors' estate will pay Chanin Capital:

   a) $100,000 Monthly Advisory Fees;

   b) a Deferred Fee equal to 1.0% of the total consideration in
      excess of $165 million plus 50% of the non-debt related
      compromised prepetition unsecured claims; and

   c) Expense Reimbursements not exceeding $25,000.

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


FLEMING COS: Asks Court To Approve ACE Lost Portfolio Transfer
--------------------------------------------------------------
ACE American Insurance Company issued two workers' compensation
policies to Fleming Companies, Inc., effective from July 1, 2001
through June 30, 2002.  ACE currently holds a $220,147
prepetition cash deposit from Fleming.  In addition, ACE is the
beneficiary of a $28,157,765.89 Letter of Credit issued by
JPMorgan Chase securing Fleming's obligations under the policies,
as well as Fleming's obligations under other ACE policies
regarding general and automobile liability.

Fleming currently has outstanding potential losses under the
policies for workers' compensation claims already made, as well
as for claims which may be asserted in the future, relating to
incidents which occurred during the Coverage Period.  These
potential losses related to claims are subject to a loss
portfolio transfer.  As of April 30, 2004, ACE valued the
asserted claims at $20,808,820.  Fleming already has paid
$15,860,193 with respect to the Asserted Claims, and ACE
currently has reserved $4,948,627 for the payment of the
remainder of the Asserted Claims.  Fleming believes that the
estimated total reserves for Claims are at least $10,000,000.

The parties intend to resolve Fleming's liabilities and
obligations under the policies for Asserted Claims and Future
Claims, subject to a Binder dated June 14, 2004 between Fleming
and ACE Financial Solutions, Inc.  The parties agree on the LPT,
which will provide insurance coverage for the Claims.

The primary terms of the LPT as they affect the Debtors are:

       (1) The Debtors will pay ACE a $12,100,000 premium
           consisting of a $220,147 deposit, $285,220.30 of which
           was already drawn down from the Letter of Credit on
           June 10, 2004, and through authorization to ACE to
           draw down on the Letter of Credit for the remainder of
           the Premium, or $11,594,632.70;

       (2) Upon payment of the total Premium, ACE will permit
           the permanent, further reduction of the Letter of
           Credit equal to $6,000,000.  After these reductions,
           the Letter of Credit will total $10,563,133.89.  The
           remaining $10,563,133.89 Letter of Credit will
           continue to be posted as collateral for the other
           policies issued by ACE which are not affected by the
           LPT;

       (3) Upon payment by Fleming of the Premium, ACE will
           assume Fleming's obligations with respect to the
           Claims, and will assume full control of the Claims,
           including processing, resolving, litigating, settling
           and paying the Claims, up to a $17,000,000 aggregate
           limit; and

       (4) Fleming will release ACE from all claims relating to
           any alleged overcharges in premiums for the policies.

Accordingly, the Debtors ask the Court to approve the settlement.

The Debtors believe that the settlement is for the best because,
under the LPT, the Debtors receive coverage for the Claims and
reduce the Letter of Credit by $6,000,000, which in turn
increases their liquidity.  ACE assumes all responsibility for
the Claims, up to the program limit, and in exchange, Fleming
will pay the Premium and grant ACE a release.  The Debtors also
believe that the Premium amount is reasonable.

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)


FOREST OIL: Completes Merger with The Wiser Oil Company
-------------------------------------------------------
Forest Oil Corporation (Forest) (NYSE:FST) announced that it
completed the merger of a wholly owned subsidiary of Forest into
The Wiser Oil Company (Wiser) (NYSE:WZR).

Pursuant to the merger, all shares of Wiser common stock not
previously tendered into the first-step cash tender offer have
been converted into the right to receive $10.60 per share. As a
result of the merger, Wiser is a wholly-owned subsidiary of
Forest. Payment of the merger consideration will be made to former
holders of Wiser common stock upon proper presentation of
certificates formerly representing Wiser shares to Mellon Investor
Services, paying agent for the merger, together with a properly
completed letter of transmittal. The payment and transmittal
process will begin promptly. Questions concerning this process
should be directed to the paying agent, Mellon Investor Services,
at its toll free number (800) 777-3674.

Forest also announced that Wiser will redeem its outstanding 9.5%
Senior Subordinated Notes due 2007. The redemption date is July
30, 2004.

Forest Oil Corporation is engaged in the acquisition, exploration,
development, and production of natural gas and liquids in North
America and selected international locations. Forest's principal
reserves and producing properties are located in the United States
in the Gulf of Mexico, Texas, Louisiana, Oklahoma, Utah, Wyoming
and Alaska, and in Canada. Forest's common stock trades on the New
York Stock Exchange under the symbol FST. For more information
about Forest, please visit our website at
http://www.forestoil.com/

                        *   *   *

As reported in the Troubled Company Reporter's June 1, 2004  
edition, Standard & Poor's Ratings Services said that it lowered  
its corporate credit and senior unsecured debt ratings on Forest  
Oil Corp. to 'BB-' from 'BB'.  

Standard & Poor's also lowered its senior secured bank loan rating  
on Forest's credit facility due 2005 to 'BB' from 'BB+' and  
assigned a recovery rating of '1' to the facility.

All of the ratings were removed from CreditWatch where they were  
placed with negative implications on Jan. 27, 2004. The outlook is  
stable.

The ratings downgrade on Forest reflects the company's increasing  
dependence on acquisitions to offset its faltered frontier  
development strategy, its high operating cost structure relative  
to its peers, and its debt leverage that is not commensurate with  
an acquire-and-exploit  strategy.
      

FOREST OIL: Appoints Timothy Savoy as VP -- Operations Support
--------------------------------------------------------------
Forest Oil Corporation (Forest) (NYSE:FST) announced the
appointment of Timothy F. Savoy as Vice President - Operations
Support. In this position, Mr. Savoy is responsible for all
aspects of Forest's land administration, purchasing, and health,
safety and environmental activities.

Mr. Savoy had served as Director - Health, Safety and Environment
since joining Forest Oil Corporation on February 28, 2002. Prior
to joining Forest, Mr. Savoy held positions in oil and gas
production operations, drilling engineering and environmental
engineering as well as management positions in environment, health
and safety, purchasing, oil and gas marketing and administration
with Amoco and Apache Corporation. Mr. Savoy holds a Bachelor of
Science Degree in Mechanical Engineering from the University of
Southwestern Louisiana.

This position will report directly to H. Craig Clark, President
and Chief Executive Officer. Mr. Clark stated: "I am extremely
pleased to promote Tim to this position. He possesses extensive
operations knowledge and leadership abilities. Tim has been
involved in our successful acquisition program and will be key in
the transition and integration of The Wiser Oil Company
acquisition. This organizational change is part of the ongoing
restructuring that began in 2003 to enable us to execute our 4-
point game plan."

                   About the Company

Forest Oil Corporation is engaged in the acquisition, exploration,  
development, and production of natural gas and crude oil in North  
America and selected international locations. Forest's principal  
reserves and producing properties are located in the United States  
in the Gulf of Mexico, Texas, Louisiana, Oklahoma, Utah, Wyoming  
and Alaska, and in Canada in Alberta. Forest's common stock trades  
on the New York Stock Exchange under the symbol FST. For more  
information, visit http://www.forestoil.com/

                         *   *   *

As reported in the Troubled Company Reporter's June 1, 2004  
edition, Standard & Poor's Ratings Services said that it lowered  
its corporate credit and senior unsecured debt ratings on Forest  
Oil Corp. to 'BB-' from 'BB'.  

Standard & Poor's also lowered its senior secured bank loan rating  
on Forest's credit facility due 2005 to 'BB' from 'BB+' and  
assigned a recovery rating of '1' to the facility.

All of the ratings were removed from CreditWatch where they were  
placed with negative implications on Jan. 27, 2004. The outlook is  
stable.

The ratings downgrade on Forest reflects the company's increasing  
dependence on acquisitions to offset its faltered frontier  
development strategy, its high operating cost structure relative  
to its peers, and its debt leverage that is not commensurate with  
an acquire-and-exploit strategy.
      

FOSTER WHEELER: Plans to Amend Debt Exchange Offer
--------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that it intends to
amend certain terms and conditions of its previously commenced
equity for debt exchange offer. Institutional investors holding
50.1% of the 6.75% senior notes due 2005, 83.7% of the 6.50%
convertible subordinated notes due 2007, 91.5% of certain of the
Robbins bonds due 2009 and 19.6% of the 9% trust preferred
securities have executed agreements not to transfer their
securities. While Foster Wheeler has not yet requested these
institutional investors to tender their securities in the offer,
Foster Wheeler believes they will do so when requested. The
amended exchange offer is subject to review by the Securities and
Exchange Commission and other regulatory agencies, and revised
offering materials will be distributed as soon as practicable.

The amended exchange offer modifies certain terms and conditions
for the proposed exchange of (i) senior notes due 2005 for a
combination of equity and new senior secured notes due 2011; (ii)
convertible subordinated notes and Robbins bonds for equity; and
(iii) trust preferred securities for equity. The completion of the
amended exchange offer is subject to, among other things,
attaining certain minimum participation thresholds.

As previously announced, Foster Wheeler has obtained a commitment
from a group of institutional holders of its debt securities to
purchase $120 million of new senior secured notes due 2011,
contingent on the closing of the exchange offer. The proceeds will
be used to repay the term loan and revolving debt outstanding
under Foster Wheeler's existing senior secured credit agreement.
After the closing of the exchange offer, the Company intends to
seek a new multi-year revolving credit agreement and letter of
credit facility.

Assuming the amended exchange offer is completed as proposed, and
at the minimum required participation levels, it would reduce
Foster Wheeler's existing debt by approximately $410 million,
extend the maturities on $135 million of debt to 2011, reduce
interest expense by approximately $22 million per year, and, when
combined with the sale of new notes to retire funded bank debt,
eliminate substantially all material scheduled corporate debt
maturities prior to 2011.

Based upon the same assumptions, and prior to accounting for the
warrants described below, Foster Wheeler's currently outstanding
common stock would constitute approximately 5.1% of the voting
equity securities of the Company. In addition, the holders of the
following securities would hold the following approximate
percentages of the Company's voting equity securities: (i) holders
of the senior notes, 13.8%; (ii) holders of the 2009 Series C
Robbins bonds, 3.5%; (iii) holders of the 2024 Series C Robbins
bonds, 4.1%, (iv) holders of the Series D Robbins bonds, 7.1%; (v)
holders of the convertible notes, 50.4%; and (vi) holders of the
trust preferred securities, 11%. Finally, approximately 4.9% of
the Company's voting equity securities would be reserved for
grants to management of restricted stock.

The exchange offer also contemplates the issuance of warrants. The
holders of the trust preferred securities would be issued five-
year warrants to purchase additional voting equity securities
representing, at the minimum required participation level,
approximately 15% of the Company's fully diluted equity, and the
holders of common stock outstanding prior to the closing of the
proposed exchange offer would receive a dividend in the form of
three-year warrants to purchase additional voting equity
securities representing approximately 5% of the Company's fully
diluted equity. The warrants would be in addition to the
previously described voting equity securities. In addition, there
will be reserved for grants to the Company's management three-year
stock options representing approximately 5% of the Company's fully
diluted equity.

Foster Wheeler will pay a soliciting brokers' fee to registered
broker/dealers for soliciting qualifying tenders of trust
preferred securities pursuant to this exchange offer. This fee
will be equal to 50 cents per trust preferred security
(liquidation amount $25) which the registered broker/dealers
tender on behalf of their customers and which Foster Wheeler
accepts for exchange.

Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the proposed exchange offer because they contain
important information: (1) the registration statement on Form S-4
(File No. 333-107054) and (2) the Schedule TO (File No. 005-
79124). These and any other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained
free at the SEC's Web site at http://www.sec.gov/You may also  
obtain these documents for free (when available) from Foster
Wheeler by directing your request to: John A. Doyle; email
john_doyle@fwc.com; telephone 908-730-4270; and address Foster
Wheeler Inc., Perryville Corporate Park, Clinton, NJ 08809-4000.

               About Foster Wheeler

Foster Wheeler Ltd. -- whose December 26, 2003 balance sheet shows
a total shareholders' deficit of $872,440,000 -- is a global
company offering, through its subsidiaries, a broad range of
design, engineering, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, oil and gas, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries. The corporation is based in Hamilton, Bermuda, and its
operational headquarters are in Clinton, New Jersey, USA. For more
information about Foster Wheeler, visit http://www.fwc.com/


FOSTER WHEELER: Subsidiary Awarded Spanish LNG Terminal Contract
----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) announced that its subsidiary
Foster Wheeler Iberia, S.A., in a joint venture with Soluziona
Ingenieria, S.A., has been awarded a contract by Regasificacion
del Noroeste, S.A. (Reganosa) for project management consultancy
at the new liquid natural gas (LNG) terminal project located at
Mugardos-Ferrol, Spain. The terms of the contract were not
disclosed.

"We are very pleased that Reganosa has awarded Foster Wheeler
/Soluziona Ingenieria this significant LNG project in Spain,"
stated Jesus Cadenas, chief executive officer of Foster Wheeler
Iberia. "The natural gas market is one of the most active energy
segments in the world and increasingly important in Spain, where
demand is expected to double by 2010. Our work with Reganosa and
other gas companies solidifies Foster Wheeler Iberia's position as
one of the leading Spanish engineering contractors in the natural
gas sector. This project also adds to the work Foster Wheeler is
doing globally leveraging our deep experience in the important and
growing LNG market."

The LNG terminal project includes two 150,000 cubic-meter tanks,
regasification facilities and pipelines. The project is scheduled
to be completed during the fourth quarter of 2006. This will be
the sixth LNG terminal to be constructed in Spain and will receive
LNG from various sources.

                 About Foster Wheeler

Foster Wheeler Ltd. -- whose December 26, 2003 balance sheet shows
a total shareholders' deficit of $872,440,000 -- is a global
company offering, through its subsidiaries, a broad range of
design, engineering, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, oil and gas, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries. The corporation is based in Hamilton, Bermuda, and its
operational headquarters are in Clinton, New Jersey, USA. For more
information about Foster Wheeler, visit http://www.fwc.com/


FRANK'S NURSERY: Stockholders' Deficit Widens to $15.8M at May 16
-----------------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTC:FNCN) reported results for the
first quarter ended May 16, 2004.

Net sales for the first quarter of 2004 were $111.1 million versus
$116.7 million in 2003. Comparable store sales for the first
quarter of 2004 were down 4.2% compared to the first quarter of
2003. Frank's first quarter sales in the East region were up 0.1%
versus the same period last year, while sales in the Midwest
region were down 8.7% versus last year. The Midwest regional sales
were severely impacted by unusually wet weather as both Chicago
and Detroit reported record rain amounts for the month of May.

As a result, the Company had a net loss of $1.9 million for the
first quarter of 2004 versus a net income of $1.0 million for the
first quarter of 2003.

Frank's customers continue to show strong demand for our high-
quality outdoor live goods. Outdoor live goods, including annuals
and perennials, sales were up 3.1% versus the 2003 quarter. The
new patio furniture, barbecue grills and silk, life-like floral
businesses continue to improve.

At May 16, 2004, Frank's Nursery & Crafts' balance sheet shows a
stockholders' deficit of $15,831,000 compared to a deficit of
$13,966,000 at January 25, 2004.

Franks also announced it has completed an amendment to the
revolving credit facility with Kimco Capital Corp. This amendment
provides Franks with an additional $15 million of borrowing
capacity, under certain circumstances.

Subsequent to the end of the first quarter of 2004, Franks
completed a sale and leaseback transaction of its Huntington, New
York property. The Company will realize a gain of approximately $6
million on this transaction in the second quarter of 2004.

Franks Nursery is the nation's largest lawn and garden specialty
retailer and operates 169 stores in 14 states. Franks Nursery is
also a leading retailer of indoor garden products and accessories,
including silk floral arrangements, as well as Christmas decor
merchandise. Franks was recently named "Michigan's Best
Nursery/Garden Center" in 2004 by the Detroit News readers.


FUN-4-ALL: U.S. Trustee Appoints 5-Member Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 2 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in Fun-4-All
Corp.'s Chapter 11 case:

      1. KidzCreations, Inc.
         17 Denison Drive
         Narragansett, Rhode Island 02882
         Attn: Paul Demty
         Tel. No. (401) 284-0166
         Fax. No. (401) 284-0166

      2. Talenttoy Factory, LTD.
         200 Fifth Avenue, Suite 832
         New York, New York 10010
         Attn: Jeff Lewis
         Tel. No. (212) 255-8388
         Fax. No. (212) 255-8520

      3. R.J.E., Inc.
         63 Colony Lane
         Syosset, New York 11791
         Attn: Richard Esterow
         Tel. No. (516) 496-3479
         Fax. No. (516) 496-2414

      4. Pro Source Company Limited
         Shui On Centre, Suite 2701-8
         No. 6-8 Harbour Road
         Wanchai, Hong Kong
         Attn: Charles Berzon
         Tel. No. 852-2581-0900
         Fax. No. 852-2544-0343

      5. CAS Marketing
         55 West 26th Street, Apt. 22K
         New York, New York 10010
         Attn: Cheryl Stoebenau
         Tel. No. (917) 693-5383
         Fax. No. (212) 696-0777

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

Headquartered in New York, New York, Fun-4-All Corp.,
manufactures, sells and distributes toys under various licenses.
The Company filed for chapter 11 protection on June 8, 2004
(Bankr. S.D.N.Y. Case No. 04-13943).  Steven H. Newman, Esq., at
Esanu Katsky Korins & Siger, LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $4,554,659 in total assets and $9,856,993
in total debts.  The Company's Chapter 11 Reorganization Plan and
Disclosure Statement are due on
October 6, 2004.


GENESCO INC: Declares Quarterly Dividends Payable on July 30
------------------------------------------------------------
The board of directors of Genesco Inc. (NYSE: GCO) has declared
dividends on the various classes of its preferred stock for the
quarter ending July 31, 2004, payable on July 30, 2004, to
shareholders of record on July 15, 2004.

       The rates are as follows:

      - Subordinated serial preferred stock:

          Series 1           $0.575 per share
          Series 3          $1.1875 per share
          Series 4          $1.1875 per share

      - Subordinated cumulative preferred stock: $0.375 per share

Genesco, based in Nashville, sells footwear and accessories in
more than 1,040 retail stores in the U.S., principally under the
names Journeys, Journeys Kidz, Johnston & Murphy and Underground
Station, and on internet websites http://www.journeys.com/and  
http://www.johnstonmurphy.com/

The Company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers brand. Additional
information on Genesco and its operating divisions may be accessed
at its website http://www.genesco.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 15, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
bank loan rating, along with a recovery rating of '3', to Genesco
Inc.'s proposed $175 million senior secured credit facilities. The
loan is rated at the same level as the corporate credit rating on
the company; this and the '3' recovery rating indicate
expectations for a meaningful (50%-80%) recovery of principal in
the event of a default.

At the same time, Standard & Poor's affirmed its outstanding
ratings on Genesco, including the 'BB-' corporate credit rating.

The affirmation follows the company's mostly debt-financed
acquisition of Hat World.

Although the acquisition of Hat World would somewhat diversify
Genesco's sources of earnings, the business risk of the combined
entity remains high due to the narrow product focus and aggressive
growth of the headwear retailing business. However, the operating
performance of Hat World has been positive and is expected to be
accretive to Genesco's earnings in fiscal 2005. In addition, Hat
World would provide additional growth opportunities to Genesco,
given that the growth rate at the company's Journeys division is
decelerating.


GENTEK INC: Five Directors Disclose Share Acquisitions
------------------------------------------------------
From May 14, 2004 to June 16, 2004, five directors of GenTek,
Inc., filed separate regulatory reports with the Securities and
Exchange Commission, disclosing their acquisition of GenTek
common stock:
         
                            Amount    par value      Date of
Director                   Acquired   per share    Transaction
--------                   --------   ---------   -------------
Kathleen Flaherty            1,240         $0      May 14, 2004
John G. Johnson, Jr.         1,240          0      May 15, 2004
John McGovern                1,240          0      June 4, 2004
William E. Redmond, Jr.        250      38.80      June 3, 2004
                             1,240          0      June 7, 2004
Dugald K. Campbell           1,240          0      June 8, 2004

All acquired GenTek shares are subject to forfeiture under
certain circumstances, the SEC filings say. (GenTek Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GENTEK INC: Acquires Mexican Wire-Harness Business From Whirlpool
-----------------------------------------------------------------
GenTek Inc. (OTC Bulletin Board: GETI) announced that its Noma
Corporation subsidiary has acquired a wire-harness and subassembly
manufacturing business located in Reynosa, Mexico, from Whirlpool
Corporation (NYSE: WHR).

As part of the transaction, Noma has entered into a seven-year
agreement to supply wire harnesses, panel assemblies, copper
tubing and related components to Whirlpool's North American
appliance production facilities. GenTek expects that this supply
agreement will result in an increase of approximately $120 million
in annual revenue.

"We are very pleased to have this opportunity to greatly expand
and strengthen our relationship with Whirlpool in product lines
that are central to Noma's strategic growth plan," said Ray L.
Patel, Noma's president and CEO. "The Reynosa facility will
enhance Noma's position as a leading supplier of wire harness and
related subassemblies for the appliance, electronic and automotive
markets."

The purchase price of $8.4 million, which may be subject to post-
closing adjustments, includes $4.0 million in cash and a $4.4
million note payable in 4 installments over 40 months. The assets
acquired by Noma include inventory, fixed assets and the stock in
Whirlpool de Reynosa, S.A. de C.V. The Reynosa facility, which
employs approximately 3,000 people, is a state-of-the-art facility
that was constructed by Whirlpool in 2003 as a means to
consolidate the operations of three facilities.

The acquisition of the Reynosa operation is expected to result in
the following strategic benefits to GenTek and Noma:

   -- further establishes Noma as a premier provider of wire       
      harnesses and subassemblies to the appliance, electronic and
      automotive markets;

   -- more than doubles Noma's appliance and electronic annual
      revenues with minimal upfront investment;

   -- ensures that Noma's long-standing relationship with
      Whirlpool remains strong well into the future;

   -- provides significant flexibility to realize future cost
      savings throughout Noma's existing appliance, electronic and
      automotive wire-harness business.

GenTek expects that the addition of the Reynosa operation will be
neutral to GenTek's net income and operating cash flow during the
first year of operation, with the contribution to net income and
operating cash flow expected to increase after the first year of
transition.

"This transaction is an important step in GenTek's continued
efforts to sharpen its focus on growing the core businesses within
its manufacturing and performance products segments," said Richard
R. Russell, GenTek's president and CEO.

               About Whirlpool Corporation

Whirlpool Corporation is the world's leading manufacturer and
marketer of major home appliances, with annual sales of over $12
billion, 68,000 employees, and nearly 50 manufacturing and
technology research centers around the globe. The company markets
Whirlpool, KitchenAid, Brastemp, Consul and other major brand
names to consumers in more than 170 countries. Additional
information about the company can be found on the internet at
http://www.whirlpool.com/

                   About GenTek Inc

GenTek Inc. is a manufacturer of industrial components and
performance chemicals. Additional information about the company is
available on GenTek's Web site at http://www.gentek-global.com/


GENTEK INC: Makes Required Tranche A Warrant Payment
----------------------------------------------------
GenTek Inc. (OTC Bulletin Board: GETI) announced that it has made
a payment of $7.13 per warrant to holders of record of its Tranche
A Warrants as of May 18, 2004, as required under the Tranche A
Warrant Agreement. Pursuant to the terms of the Tranche A Warrant
Agreement, the payment was required as a result of the completion
of GenTek's recent sale of its KRONE communications business to
ADC Telecommunications, Inc. All of the Tranche A Warrants expire
on the date of such payment.

             About GenTek Inc

GenTek Inc. is a manufacturer of industrial components and
performance chemicals. Additional information about the company is
available on GenTek's Web site at http://www.gentek-global.com/


GLOBALNET INTERNATIONAL: Files Chapter 11 Petition in SD New York
-----------------------------------------------------------------
GlobalNet Corporation (OTCBB:GLBT), a major provider of
international telecommunications services, announced that one of
its operating subsidiaries, GlobalNet International LLC, has filed
a voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, in the United States Bankruptcy Court for
the Southern District of New York. Chapter 11 allows a company to
continue operating in the ordinary course of business and to
maximize recovery for the company's stakeholders. The filing will
enable LLC to continue to conduct business as usual while it
develops a reorganization plan. GlobalNet Corporation, the parent
company of LLC, is not included in the filing and will continue to
operate normally.

When GlobalNet Corporation acquired LLC from the Titan Corporation
in August 2003, LLC was already struggling under a significant
debt load, chiefly to trade creditor MCI and equipment lessor
Cisco Capital. Despite significant financial support from
GlobalNet Corporation, LLC has been unable to right itself on its
own merits, primarily due to the decline in profit margins in
Mexico off-net traffic, which accounts for the majority of LLC's
revenues. The Chapter 11 filing will allow GlobalNet Corporation
to isolate LLC's financial situation from the rest of the
GlobalNet enterprise, while affording LLC bankruptcy court
protection to attempt to regain financial health and focus.

"As iDial Corporation -- as the parent company was known before
acquiring LLC and changing its name GlobalNet Corporation in
December 2003 -- we had other operating divisions in the retail
and wholesale telephony area, and these will continue unaffected
by LLC's filing," said Mark T. Wood, Chairman and CEO of GlobalNet
Corporation. "LLC's wholesale business currently accounts for most
of GlobalNet's consolidated revenues, and we will continue to
account for those revenues on a consolidated basis while LLC is in
reorganization. However, we also will continue to grow our
wholesale business independently of LLC, using our other operating
entity, GlobalNet Carrier Services, while giving LLC a fair
opportunity to emerge from reorganization a stronger, more viable
competitor in the wholesale arena. Nothing about LLC's filing
changes GlobalNet Corporation's announced plans to expand service
both in the United States and abroad, including wholesale, retail,
and enhanced VoIP services."

               About GlobalNet Corporation

GlobalNet Corporation is one of the top ten U.S. service providers
of outbound traffic to Latin America and counts among its
customers more than 30 Tier 1 and Tier 2 carriers. GlobalNet
provides international voice, data, fax and Internet services on a
wholesale basis over a private IP network to international
carriers and other communication service providers in the United
States and internationally. GlobalNet's state-of-the-art IP
network, utilizing the convergence of voice and data networking,
offers customers economical pricing, global reach and an
intelligent platform that guarantees fast delivery of value-added
services and applications. More information may be obtained from
our website at http://www.gbne.net/


GLOBALSTAR TELECOMMUNICATIONS: Files Planned Chapter 7 Petition
---------------------------------------------------------------
Restructuring Officer Ira E. Goldberg advises that on June 30,
2004, Globalstar Telecommunications Limited filed a Petition under
Chapter 7 of the United States Bankruptcy Code in the United
States Bankruptcy Court in the Southern District of New York
(Bankr. Case No. 04-14480). GTL does not anticipate having any
ongoing business operations in the future other than the winding
down of its affairs. Except as noted below, GTL believes that its
shareholders will not receive any distribution or anything else of
value on account of their ownership of GTL shares.

Globalstar Telecommunications Limited disclosed in a Form 8-K
filed with the SEC on June 21, 2004, that this chapter 7 filing
was planned following the recently completed reorganization of
Globalstar, L.P. in the United States Bankruptcy Court for the
District of Delaware.  Under the Globalstar, L.P., Reorganization
Plan confirmed by the Delaware Bankruptcy Court on June 17, 2004,
the GTL shareholders of record on the Effective Date of the GLP
Plan have been granted certain rights to participate in certain
specified public offerings of securities that may be issued in the
future by the successor entity to Globalstar.  These rights are
contained in that certain Asset Contribution Agreement dated as of
December 5, 2003 by and among Globalstar and certain of its
subsidiaries and Thermo Capital Partners, L.L.C.  Section 6.9 of
the Agreement provides in part that:

     "Section 6.9 Right to Participate in First Public Offering.
     Thermo will use commercially reasonable efforts to provide
     that all shareholders of record of Globalstar
     Telecommunications Limited, a Bermuda corporation, as of the
     Plan Effective Date have the opportunity to acquire
     securities in the first underwritten public offering of
     equity securities, if any, made by New Globalstar (or any
     successor corporation) on or before the third anniversary of
     the Interest Acquisition Date at the price such securities
     are offered to the public and in such amounts as New
     Globalstar determines to be appropriate after consultation
     with the managing underwriter or underwriters for such
     offering, provided that so doing will not result in any
     additional material expense to New Globalstar, have an
     adverse effect on the success of such offering or result in
     any material delay of the completion of such offering."

GTL tells its shareholders of record that they should consider
monitoring the affairs of the successor entity to Globalstar, so
that they may be aware of possible securities offerings that may
qualify under the provisions of the Agreement. GTL shareholders
may not receive any further notification of such public offering,
if any, and GTL disclaims any obligation to notify GTL
shareholders of such public offering. GTL presently lacks
sufficient information to determine the value, if any, to GTL's
shareholders of such rights offering.  


GLOBALSTAR TELECOMM: Chapter 7 Case Summary & Unsecured Creditors
-----------------------------------------------------------------
Debtor: Globalstar Telecommunications Limited
        c/o Ira Goldberg
        435 East 79th Street
        New York, New York 10021

Bankruptcy Case No.: 04-14480

Type of Business: The Debtor is a general partner of Globalstar,
                  L.P., which provides global mobile and fixed
                  wireless voice and data services.
                  See http://www.globalstar.com/

Chapter 7 Petition Date: June 30, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene Genovese
                  & Gluck P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: 212-586-4050

Total Assets: $0

Total Debts:  $1,823,799,468

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Qualcom Inc.                           $625,324,757
5775 Morehouse Dr.
Suzanne Reynolds Bldg., R-143E
San Diego, CA 92121

Loral Sattelite Incorporated           $557,829,198
Attn: Tina Palazarano
c/o Loral Skynet
500 Hills Drive
Bedminster, NJ 07921

Space Systems/Loral                    $269,800,928
3825 Fabian Way
Palo Alto, CA 94303-4604

Lockhead Martin                        $170,831,601
Corporation LMDS
3200 Zanker Rd.
San Jose, CA 95134

Loral Space and Communication Ltd.      $70,680,021
600 Third Ave., 36th Floor
New York, NY 10016

Ericsson                                $54,235,420
Lawn Rd. Industrial Estate
Carlton - IN - Linfrick, Workshop
Nottinghamshire, U.K.

Qualcom China Inc.                      $24,969,886
c/o Qualcom Inc.
5775 Morehouse Dr.
San Diego, CA 92121

Qualcom Inc.                            $12,348,333
5775 Morehouse Dr.
Suzanne Reynolds, Bldg., R-143E
San Diego, CA 92121

Dasa Globalstar Limited Partner, Inc.   $11,531,133
c/o Daimler Chrysler Aerospace AG
BBD/PC Gebaille 56
Eughn - Bangler Strasse
Ottbriinn, Germany 85221

Elsacom (Elsa G. Bailey/Finmeccanica)    $6,407,996
Via Di Setteragni
Rome, 138 Italy

Space Systems/Loral                      $4,454,794
3825 Fabian Way
Palo Alto, CA 94303-4604

TE.S.AM                                  $4,156,631
8-16 Rue Paul Vaillant Couturier
Malakoff Cedex, 92245 France

Elsacom S.P.A.                           $1,883,920
Via Di Setteragni
Rome, Italy

TE.S.AM                                  $1,740,161
7, Blvd. Romain-Rolland
92128 Montrouge Cedex
Cedex, France

Elsacom                                  $1,159,300
Attn: Ms. Paolo Moschini
5300, Via Di Setteragni, 390
Rome, 138 Italy

Saudi Globalstar Operation Co., Ltd.     $1,074,011
P.O. Box 25916
Riyadh, 11476 Saudi Arabia

Qualcom Global Services, Inc.              $994,542
6455 Lusk Blvd.
San Diego, CA 92121

Loral Space and Communications             $732,373
600 Third Ave., 36th Fl.
New York, NY 10016

Mexico Sattelite LLC                       $614,071
2999 Oak Road, 10th Fl.
Walnut Creek, CA 94596

TE.S.AM                                    $570,887
Attn: J.B. Lagarde
8-16 Rue Paul Vaillant Couturier
Malakoff Cedex, 92245 France


GS MORTGAGE: Fitch Affirms Junk Ratings on Classes H & J Notes
--------------------------------------------------------------
Fitch Ratings upgrades GS Mortgage Securities Corp. II's
commercial mortgage pass-through certificates, series 1998-C1, as
follows:

          --$102.4 million class C to 'AA-' from 'A+'.

In addition, Fitch affirms the following classes:

          --$65.7 million class A-1 'AAA';
          --$436.0 million class A-2 'AAA';
          --$544.4 million class A-3 'AAA';
          --Interest-only class X 'AAA';
          --$102.4 million class B 'AAA';
          --$107.0 million class D 'BBB';
          --$32.6 million class E 'BBB-';
          --$23.3 million class G 'B+';
          --$55.8 million class H 'CCC'.

The $23.3 million class J remains at 'C'. Fitch does not rate
classes F and K.

The upgrade reflects an increase in subordination levels due to
loan amortization and payoffs.

Currently, 16 loans (5.2%) are specially serviced by GMAC
Commercial Mortgage Corp. Fitch expects 14 specially serviced
loans (4%) to result in losses. The largest loan in special
servicing (1.3%) is secured by an outlet mall located in Bristol,
WI. The loan was transferred to special servicing in June 2003 due
to vacancy issues and converted to real estate owned (REO) in
January 2004. The property is currently 50% occupied and listed
for sale. The second largest loan in special servicing is Sequoia
Plaza (0.8%), which is secured by a retail center located in
Visalia, CA. The loan is expected to pay off shortly with minor
losses.

As of the June 2004 distribution date, the aggregate collateral
balance has been reduced by 14.8% to $1.59 billion from $1.86
billion at issuance. To date, the transaction has realized losses
in the amount of $27.9 million.

GMAC, the master servicer, collected year-end 2003 financials for
82% of the pool balance. According to this information, the YE
2003 weighted average debt service coverage ratio (DSCR) is 1.61
times (x), compared with 1.51x as of YE 2002 and 1.52x at issuance
for the same loans.

Fitch reviewed the credit assessments of the Americold loan (8.3%)
and the Four Winds Portfolio (1.8%). The DSCR for each loan is
calculated using servicer-provided net operating income less
required reserves divided by debt service payments based on the
current balance using a Fitch-stressed refinance constant.

The Americold loan is secured by 28 cold-storage warehouses
totaling 6.2 million square feet. Net cash flow increased slightly
as of YE 2003 from YE 2002. The DSCR for the YE 2003 is stable at
1.58x, which is flat compared with YE 2002.

The Four Winds Portfolio comprises two cross-collateralized and
cross-defaulted loans on two psychiatric facilities totaling 263
beds: one is in Katonah, New York  and the other is in Saratoga
Springs, New York. The YE 2003 DSCR for the portfolio increased to
1.85x from 1.69x for YE 2002. As of December 2003, the occupancy
for both facilities was approximately 95%, up from 92% at last
review. Although the performance of this loan has improved, the
loan maintains a below investment-grade credit assessment.


HUDSON INVESTORS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hudson Investors Fund Inc.
        410 Broadway Suite 203
        Laguna Beach, California 92651

Bankruptcy Case No.: 04-14082

Chapter 11 Petition Date: June 25, 2004

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: Lawrence R. Young, Esq.
                  Lawrence R. Young & Associates, P.C.
                  9530 East Imperial Highway, #K
                  Downey, CA 90242-3041
                  Tel: 562-803-4240

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Parker Construction                         $53,520

John Semmens, CPA                           $30,000

Centennial Realty                            $3,150


IKON OFFICE: GE Commercial Acquires Canadian Leasing Business
-------------------------------------------------------------
GE Commercial Finance announced the completion of its acquisition
of IKON Office Solutions, Inc.'s (NYSE:IKN) Canadian leasing
business. The acquisition was announced on March 31, 2004. As part
of the acquisition, and subject to certain post-closing
adjustments, IKON will sell certain assets, and GE will assume
certain obligations, relating to IKON's leasing operations in
Canada for approximately CDN$215 million in gross proceeds. IKON
has also entered into a Program Agreement with GE Commercial
Finance for the funding and servicing of IKON's lease originations
in Canada.

Earlier this year, GE Commercial Finance completed its acquisition
of certain assets and liabilities from IKON Office Solutions,
including a $1.9 billion U.S. leasing portfolio. It will operate
IKON's lease financing programs in the U.S. and Canada under the
name IKON Financial Services(SM).

            About GE Commercial Finance

GE Commercial Finance offers businesses of all sizes an array of
financial services and products worldwide. With approximately $217
billion in assets and an expertise in the mid-market segment, GE
Commercial Finance provides loans, operating leases, financing
programs and innovative structured capital to help customers grow.
A wholly owned subsidiary of the General Electric Company, GE
Commercial Finance is headquartered in Stamford, Connecticut, USA.
GE (NYSE:GE) is a diversified technology, media and financial
services company dedicated to creating products that make life
better. From aircraft engines and power generation to financial
services, medical imaging, television programming and plastics, GE
operates in more than 100 countries and employs more than 300,000
people worldwide. For more information, visit the company's web
site at http://www.ge.com  

                     About IKON

IKON Office Solutions -- http://www.ikon.com-- integrates imaging  
systems and services that help businesses manage document workflow
and increase efficiency. As the world's largest independent
distribution channel for copier and printer technologies, IKON
offers best-in-class systems from leading manufacturers such as
Canon, Ricoh and HP and service support through its team of 7,000
service professionals worldwide. IKON also represents the
industry's broadest portfolio of document management services:
outsourcing and professional services, on-site copy and mailroom
management, fleet management, off-site digital printing solutions,
and customized workflow and imaging application development, as
well as equipment lease financing. With Fiscal 2003 revenues of
$4.7 billion, IKON has approximately 600 locations throughout
North America and Europe.

                     *   *   *

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

"As of March 31, 2004, the Company terminated its $300,000,000
unsecured credit facility. Although the Company is currently
negotiating a new credit facility, there can be no assurance as to
the amount of any new credit facility or whether the new credit
facility will be on an unsecured basis and otherwise on similar or
improved terms and conditions relative to the prior credit
facility. Furthermore, there can be no assurance that a new credit
facility will actually be obtained.

"As of March 31, 2004, the credit ratings on the Company's senior
unsecured debt were designated Ba1 with negative outlook by
Moody's Investor Services and BB with stable outlook by Standard
and Poor's. On April 27, 2004, Moody's Investor Services lowered
the Company's senior unsecured debt rating to Ba2 with a stable
outlook. Our access to certain credit markets is dependent upon
our credit ratings. Our current credit ratings, and any further
downgrades, could reduce or foreclose our access to certain credit
markets. There is no assurance that these credit ratings can be
maintained or improved or that the credit markets can be readily
accessed."


INDEPENDENCE COURT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Independence Court of Ormond Beach Associates LP
        313 Castle Shannon Boulevard
        Pittsburgh, Pennsylvania 15234

Bankruptcy Case No.: 04-06355

Type of Business: The Debtor operates an assisted living
                  facility.

Chapter 11 Petition Date: June 21, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Albert H. Mickler, Esq.
                  Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: 904-725-0822

Total Assets: $342,120

Total Debts:  $6,185,065

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
FHA Hud Five Points Plaza     Location: 535 N.        $3,960,000
40 Marietta St.               Nova Rd., Ormond
Atlanta, GA 30303-2806        Beach FL

Peridot Enterprises, Inc.     Business Loan             $700,000
313 Castle Shannon Blvd
Pittsburgh, PA 15234

FHA Hud Five Points Plaza     Location: 535 N.          $629,000
40 Marietta St.               Nova Rd., Ormond
Atlanta, GA 30303-2806        Beach FL

Peridot Enterprises, Inc.     Business Loan             $522,273
313 Castle Shannon Blvd.
Pittsburgh, PA 15234

Peridot Place/The Woodlands   Business Loan             $136,900

Penelope Lohr                 Business Loan              $50,211

Peridot Enterprises, Inc.     Business Loan              $38,000

Internal Revenue Service      Payroll Taxes              $30,268

Patrick and Hillary Cahalan   Business Loan              $28,315

McKesson Medical              Medical services           $13,393

Florida Power & Light         Utilities                  $13,208

US FoodService                Open account               $10,620

SCI                           Open account                $6,774

County of Volusia             Open account                $3,915

Florida UC Fund               Unemployment taxes          $3,388

Dr. James Shoemaker           Medical services            $3,384

WNDB-AM Radio                 Open account                $3,340

City of Ormond Beach          Utilities                   $2,460

American Pharm. Servs.        Medical services            $2,196

Healthcare Environments       Open account                $1,960


INN OF THE MOUNTAIN: FY 2004 Net Revenues Increase to $81 Mil.
--------------------------------------------------------------
Inn of the Mountain Gods Resort and Casino, a business enterprise
of the Mescalero Apache Tribe, reported that net revenues for
fiscal 2004 were $81 million, an increase of $14.7 million, or
22.2%, from $66.3 million for fiscal 2003. For the fourth quarter
ended April 30, 2004, net revenues were a record $22.1 million, an
increase of $6.9 million, or 45.4%, from $15.2 million for the
comparable period in the prior year. Increases in net revenues in
both periods were primarily attributable to increased gaming, food
and beverage and retail, recreational and other revenues due to
the effect of the opening of IMGRC's new gaming and travel center
facility, The Travel Center, in May 2003, together with results
from our increased marketing and promotional activities during
fiscal 2004.

Michael French, Chief Operating Officer of IMGRC, stated: "We are
particularly pleased with the continued growth in our gaming
revenues, which reached another record performance for the fourth
quarter of 2004. Average gross slot win per unit per day for the
full year and fourth quarter was $140 and $134 (compared to $155
and $176 for fiscal 2003 and the fourth quarter of 2003) and the
average table game win per unit per day was $580 and $550
(compared to $632 for fiscal 2003 and $628 for the fourth quarter
of 2003). While there was a decline in the average per unit per
day win, there was a significant increase in the number of slots
and table games between periods as a result of the opening of the
Travel Center. The weighted average number of slot machines for
full year and the fourth quarter increased 46.0% and 88.7% over
the comparable periods in 2003; the weighted average number of
table games increased 52.0% for the year and fourth quarter over
2003. In addition to focusing on improving our operations, we
remain focused on preparation for the transition of our gaming and
resort operations to our new resort project in less than a year."

IMGRC experienced healthy revenue gains in each of the gaming,
food and beverage and retail, recreational and other segments for
both the 2004 fiscal year and fourth fiscal quarter. Gaming
revenues increased 28.6%, from $46.9 million to $60.3 million, in
fiscal 2004, when compared to fiscal 2003, and 44.2%, from $10.4
million to $15.0 million, in the fourth quarter 2004 when compared
to the fourth quarter fiscal 2003.

Food and beverage revenues were $5.6 million in fiscal 2004 and
$4.9 million in fiscal 2003. Fourth quarter food and beverage
revenues were $1.6 million in 2004 compared to $1.0 million in
2003. The 2004 results represent a 14.3% and 60.0% increase in
food and beverage revenues for the annual and quarterly 2004
periods.

Retail, recreational and other revenues experienced a 37.5% and
51.2% increase for the 2004 fiscal year and 2004 fourth fiscal
quarter, when compared with the comparable prior periods. Retail,
recreational and other revenues for the 2004 and 2003 fiscal years
were $16.5 million and $12.0 million, respectively. For the fourth
quarters, retail, recreational and other revenues were $6.2
million and $4.1 million, respectively. The current year includes
revenue from the smoke shop, convenience store and refueling
stations at the Travel Center. When compared with the prior year,
these added revenues during 2004 were partially offset by a
decline in lift tickets at Ski Apache related to below-normal
snowfall.

Revenue gains in the gaming, food and beverage and retail and
other segments were partially offset by a revenue decline in the
rooms revenue resulting from the demolition of IMGRC's old hotel
in the third quarter of fiscal 2003. The new resort hotel is
currently scheduled to open in April 2005.

Adjusted EBITDA(1) for fiscal 2004 was $29.1 million as compared
to $29.2 million for fiscal 2003. For the fourth quarter, adjusted
EBITDA was $6.8 million for the 2004 quarter as compared to $7.5
million for the 2003 quarter.

During the fourth quarter of fiscal 2004, the Mescalero Apache
Tribe and the State of New Mexico settled their outstanding
disputes over the computation and payment of revenue sharing and
regulatory fees. Under the settlement, the tribe agreed to pay the
state $25 million, and also agreed to sign a gaming compact
calling for the Tribe to pay to the State 8% of the "net win" from
gaming machines operated by IMGRC. IMGRC will fund these payments
out of cash reserves established for this purpose. The fiscal 2004
and fourth quarter of 2004 operating results reflect the reversal
of accrued fees that were the subject of the dispute. This non-
cash item is excluded from the computation of adjusted EBITDA.

Construction of IMGRC's new resort project is on schedule with the
enclosure of the structure completed. Construction costs incurred
through April 30, 2004, were $102.1 million with another $33.1
million construction-related expenditures expected to be incurred
to complete the project by its expected opening in April 2005.

      About Inn of The Mountain Gods Resort and Casino  

IMGRC is a business enterprise of the Tribe, a federally  
recognized Indian tribe with an approximately 725-square mile  
reservation situated in the Sacramento Mountains in south-central  
New Mexico. IMGRC includes all of the resort enterprises of the  
Tribe including Casino Apache, Casino Apache Travel Center, Ski  
Apache and a new resort project, currently under construction  
which, upon completion, will include a 273-room hotel, a new  
38,000 square foot casino (replacing the existing Casino Apache),  
a fitness center and indoor swimming pool and a 37,000 square foot  
convention and special events center, which will include capacity  
for 17,000 square feet of divisible meeting room space.

                        *   *   *

As reported in the Troubled Company Reporter's April 2, 2004  
edition, Standard & Poor's Ratings Services revised its outlook on  
Inn of the Mountain Gods Resort and Casino (IMG) to negative from  
stable.

At the same time, Standard & Poor's affirmed its ratings on
Mescalero, New Mexico-based IMG, including its 'B' corporate
credit rating.  

"The outlook revision follows weaker-than-expected third-quarter
financial performance due to its May 2003 opening of the Travel
Center casino, which resulted in operating inefficiencies and
higher costs associated with operating two casinos, as well as
unseasonably warm weather impacting its ski operations" said
Standard & Poor's credit analyst Peggy Hwan. Adjusted EBITDA
during the quarter ended Jan. 31, 2004 declined about 20% year
over year, despite a 28% year-over-year increase in gaming
revenues. "As a result, Standard & Poor's now expects leverage to
be meaningfully higher by the end of IMG's fiscal 2004 (April 30)
than originally anticipated."


INT'L FALCON: B.C. Securities Commission Issues Cease Trade Order
-----------------------------------------------------------------
A Cease Trade Order has been issued by the British Columbia
Securities Commission on June 30, 2004 against International
Falcon Resources Inc. (TSX:ILF.H) for failing to file a Financial
Statement indicated within the required time period, January 31,
2004.

Upon revocation of the Cease Trade Order, the Company's shares
will remain suspended until the Company meets TSX Venture Exchange
requirements. Members are prohibited from trading in the
securities of the Company during the period of the suspension or
until further notice.

International Falcon Resources, Inc. is a public corporation
incorporated in February 180 under the laws of the Province of
British Columbia. Its prinicipal business activity since
incorporation has been natural resource developmetn. over the past
nine years the Company has been involved in the development,
prototyping and refinement of a unique low speed wind turbine for
the economical production and supply energy in isolated regions
worldwide.

At October 31, 2003, International Falcon Resources, Inc.'s
balance sheet shows a total shareholder's deficit of CDN$80,343 as
compared to a deficit of CDN$27,879 at October 31, 2002.


INTERNATIONAL UTILITY: Obtains CCAA Stay Extension Until Sept. 30
----------------------------------------------------------------
International Utility Structures Inc. announced that it has
received an extension of its CCAA stay to September 30, 2004 in
order to continue its restructuring efforts.

For further information please contacet Gerald A. Diener,Vice
President Finance and Chief Financial Officer, at tel num
(403) 269-2350 or 1-800-263-9444, or general@iusi.ca

IUSI manufactures and markets overhead lighting, powerline, and
telecommunications support structures.


JILLIAN'S ENTERTAINMENT: Taps Hilco Appraisal to Appraise Assets
----------------------------------------------------------------
Jillian's Entertainment Holdings, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Western District of
Kentucky, Louisville Division, for permission to hire Hilco
Appraisal Services, LLC to appraise certain assets.  The Debtors
believe that Hilco Appraisal is well qualified and able to
represent them in a cost-effective, efficient and timely manner.

The Debtors relate that they are a party to several secured
financing agreement relating to the assets at up to 33 locations.
Hilco Appraisal will conduct a valuation analysis of the assets to
determine the characterization of the Capital Leases of the
Uniform Commercial Code.  In addition, should the Debtors commence
an adversary proceeding to prove that the Capital Leases are
indeed secured financing agreements, the Debtors may also use the
firm as a fact or witness in connection with the proceeding.

Hilco Appraisal's services will include, among other things:

   a) the fair market value and

   b) the orderly liquidation value of each asset or group of
      assets.

The Debtors point out that this information will assist them in
deciding whether it is appropriate to file any adversary
complaints against any of the asset lessors to the extent the
lessors assert that a Capital Lease is not a true lease rather
than a disguised financing agreement.

The Debtors will pay Hilo Appraisal $3,500 to $4,000 per location
plus normal and customary travel expenses.

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.


JP MORGAN: Fitch Assigns Low-B Ratings To 6 Ser 2004-CIBC9 Classes
------------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2004-CIBC9, commercial mortgage pass-through certificates are
rated by Fitch as follows:

               --$64,985,000 class A-1 'AAA';
               --$145,991,000 class A-2 'AAA';
               --$103,723,000 class A-3 'AAA';
               --$466,392,000 class A-4 'AAA';
               --$167,933,000 class A1-A 'AAA';
               --$1,101,915,388 class X* 'AAA';
               --$27,548,000 class B 'AA';
               --$13,774,000 class C 'AA-';
               --$20,661,000 class D 'A';
               --$11,019,000 class E 'A-';
               --$15,151,000 class F 'BBB+';
               --$9,642,000 class G 'BBB';
               --$17,906,000 class H 'BBB-';
               --$2,755,000 class J 'BB+';
               --$4,132,000 class K 'BB';
               --$5,510,000 class L 'BB-';
               --$5,509,000 class M 'B+';
               --$2,755,000 class N 'B';
               --$2,755,000 class P 'B-';
               --$13,774,388 class NR 'NR';
               *Interest Only.

Class NR is not rated by Fitch. Classes A-1, A-2, A-3, A-4, B, C,
D, and E are publicly offered, while classes A1-A, X, F, G, H, J,
K, L, M, N, and P, 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 98
fixed-rate loans having an aggregate principal balance of
approximately $1,101,915,388, as of the cutoff date.


LUBRIZOL CORP: Reduces Workforce Following Noveon Acquisition
-------------------------------------------------------------
The Lubrizol Corporation (NYSE: LZ) announced workforce reductions
related to the company's restructuring following its acquisition
of Noveon International, Inc., which was completed June 3, 2004.
The reductions are estimated to result in annual pretax savings of
approximately $16 million. In April, the company announced its
target to achieve $40 million in acquisition-related cost savings
over three years.

Approximately 95 positions are being eliminated, primarily
affecting technical and commercial employees at the company's
Wickliffe, Ohio headquarters. These reductions are expected to be
completed by the end of the third quarter 2004.

A second-quarter 2004 pretax restructuring charge, projected to be
approximately $8 million, includes about $6 million for employee
severance costs and a $2 million charge for impaired assets
related to PuriNOx(TM) technology. A second-half 2004 pretax
restructuring charge is projected to be approximately $9 million,
including about $6 million for a non-cash pension benefit
settlement charge and $3 million for the remainder of the employee
severance costs associated with this reduction in force.

James L. Hambrick, President and Chief Executive Officer,
commented, "Staff reductions are always very difficult; however,
the Noveon acquisition created some clear redundancies that we
addressed quickly. Both companies' headquarters are in the
Cleveland area, which has been an obvious advantage for merging
and consolidating organizations. As anticipated, during our first
month, we are making solid progress with identifying and
implementing commercial, operating and financial synergies.

"As a result of the acquisition, we have reevaluated our
commercial development programs. Some of Tuesday's workforce
reductions reflect our decision to reduce our activities in fluid
technologies for advanced systems. In addition, we have realigned
our research, development and testing groups to continue to ensure
the long-term competitiveness of our lubricant additives
business."

Commenting on business conditions in the quarter, Hambrick
continued, "Sales momentum continues to be strong and we are
maintaining our focus on serving our customers. The second quarter
earnings guidance of $.60 to $.65 per share that we issued in late
April assumed no impact from the Noveon acquisition. On that same
basis, we believe earnings are on track to meet the upper end of
the range of April guidance. We have not yet completed our
assessment of the acquisition impact, but we are encouraged by
Noveon's strong operating performance for the month of June.

"Overall, we are moving rapidly to integrate our organizations and
improve our operational efficiency and effectiveness. These
actions are an important step toward long-term growth and a
stronger future for Lubrizol."

The Lubrizol Corporation (NYSE: LZ) is a global provider of
specialty chemicals and materials for a wide variety of markets
and end-use applications, such as lubricant additives for engine
oils, other transportation-related fluids and industrial
lubricants, as well as fuel additives for gasoline and diesel
fuel. In addition, Lubrizol makes ingredients and additives for
personal care products and pharmaceuticals; specialty materials,
including polymer additives and plastics technology; performance
coatings in the form of specialty resins and additives; and
additives for the food and beverage industry. Lubrizol's industry-
leading positions in additives, ingredients and compounds enhance
the quality, performance and value of customers' products, while
reducing their environmental impact.

Headquartered in Wickliffe, Ohio, The Lubrizol Corporation owns
and operates manufacturing facilities in 22 countries, as well as
sales and technical offices around the world. Founded in 1928,
Lubrizol has more than 7,800 employees worldwide. In June 2004,
Lubrizol acquired Noveon International, Inc. With Noveon, Lubrizol
generated pro forma revenues of $3.2 billion in 2003 and $900
million in the first quarter of 2004. For more information, visit
http://www.lubrizol.com/or http://www.noveoninc.com/

                     *   *   *

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
preliminary senior unsecured rating to Cleveland, Ohio-based
Lubrizol Corp.'s recently filed $2 billion Rule 415 shelf
registration and placed it on CreditWatch with negative
implications. In addition, Lubrizol's 'B' commercial paper rating
has been withdrawn following the company's termination of this
program.

"Lubrizol is expected to use the proceeds raised under the shelf  
registration to repay existing indebtedness, including debt that  
Lubrizol incurs or assumes in connection with the pending  
acquisition of Noveon Inc.," said Standard & Poor's credit analyst  
Franco DiMartino.


LUNA GOLD CORP: Appoints Tim Searcy as New President & CEO
----------------------------------------------------------
Luna Gold Corp. (TSXV-LGC.U) announced that Tim Searcy has been
appointed President and Chief Executive Officer of the Company.

Mr. Searcy holds an M.Sc. in Geology and an M.B.A., both from the
University of Toronto. Prior to joining Luna, Tim worked in the
corporate offices of Placer Dome where he held positions in
Treasury, and more recently Corporate Development. Before
obtaining his M.B.A. and joining Placer, Tim worked as an
Exploration Geologist in Canada and Asia. As an Exploration
Geologist Tim worked with Falconbridge and BHP, as well as a
number of junior companies.

"Tim's knowledge of the mineral exploration and precious metals
industries combined with his business background makes him ideal
for executing Luna's strategy", said David De Witt former
President and current director.

As noted in Luna's press release on May 18th, Mr. Kit Lee has
agreed to join the Board of Directors of Luna. Mr. Lee, employed
with Placer Dome Inc. from 1970 to 1987, worked as a Senior
Geologist in charge of project generation in South East Asia, and
has extensive experience in China. In 1987, Kit joined Niugini
Mining Ltd. and began a successful tenure as Exploration
Manager Asia and Manager Ore Reserves. From 1994 to 2000, Kit was
the President of Zen International Resources Ltd., which he
founded with a mandate to investigate mining opportunities in
China. While with Zen, Kit identified a package of very attractive
gold and copper projects in China. Zen obtained full governmental
approvals for the first Sino-Foreign Joint Venture for the
Zijinshan gold copper project located in the Fujian Province.

Luna is also pleased to announce the appointment of Mr. Paul
Visosky as Corporate Secretary. Mr. Visosky was educated at the  
University of Western Ontario in London, Ontario, where he
received his M.B.A. and LL.B. in 1982. Paul is a partner with
DuMoulin Black, a Vancouver securities law firm, where he
practices corporate and securities law. Paul has served as a
director and officer of a number of companies listed on the TSX
Venture Exchange and is a current member of the Exchange's Local
Advisory Committee.

Luna has also pursuant to its Stock Option Plan granted to certain
eligible participants options to purchase a total of 160,000
common shares at a price of US$0.30 per share, exercisable on or
before June 30, 2009. Any securities issued on exercise thereof
will be subject to a four month hold period expiring October 31,
2004.

After this stock option grant, a total of 1,069,556 options will
remain available for exercise pursuant to the Stock Option Plan,
which was approved by Shareholders at the Company's last Annual
General Meeting held June 28, 2004.

                   About Luna Gold Corp.

Luna Gold Corp. is a mineral exploration company engaged in the
acquisition, exploration, and development of mineral properties,
with a focus on precious metals in China. Luna Gold has a well-
qualified team which has extensive experience in China and has
experience with start-ups, acquisitions, reorganizations,
exploration, development, financing, construction, and mine
operations.

At March 31, 2004, Luna Gold Corp.'s balance sheet shows a total
shareholders' deficit of US$163,017 compared to a deficit of
US$37,016 at December 31, 2003.


LYNX ASSOCIATES: Look for Bankruptcy Schedules by July 25
---------------------------------------------------------
Lynx Associates, LP asks the U.S. Bankruptcy Court for the
District of Nevada for more time to file its schedules of assets
and liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtor wants until July 25, 2004, to file its
Schedules of Assets and Liabilities and Statement of Financial
Affairs.

The Debtor tells the Court that the analysis and compilation of
the information for the Schedules of Assets and Liabilities and
Statement of Financial Affairs is difficult and time consuming
given the complexity of the Debtor's operations, the fact that the
Debtors and its accountants are based in New York, New York and
the very limited number of qualified staff to perform and oversee
the job.

Headquartered in New York, New York, Lynx Associates, L.P., filed
for chapter 11 protection on June 10, 2004 (Bankr. Nev. Case No.
04-16441).  William Noall, Esq., at Gordon & Silver, Ltd.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


MATRIA HEALTHCARE: Completes $130M Sale of Pharmacy & Supplies Biz
-----------------------------------------------------------------
Matria Healthcare, Inc. (NASDAQ/NM: MATR) announced the completion
of the sale of its Pharmacy and Supplies business to a subsidiary
of CCS Medical effective 11:59 p.m. Wednesday. The acquirer is a
portfolio company of KRG Capital, a Denver-based private equity
firm. Matria operated the divested business through its wholly
owned subsidiaries, Diabetes Self Care, Inc. and Diabetes
Management Solutions, Inc.

The transaction, valued at approximately $130 million, closed
Wednesday for a cash price of approximately $102 million. As
stated in the Company's earlier release, Matria will retain
existing accounts receivable and certain other assets from its
Pharmacy and Supplies business.

The Company also announced that it has completed the funding of
the tender offer and accepted for payment and repurchased all
$120 million, or 98.36%, of the outstanding principal amount, of
its 11% Senior Notes tendered in the tender offer. The financing
condition to the tender offer has been satisfied, and therefore
the amendments to the 11% Senior Notes indenture have become
operative and the guarantees of its 4.875% Convertible Notes by
Matria's subsidiaries, Quality Oncology, Inc. and Facet
Technologies, LLC, have become effective. In addition, Matria has
paid in cash the $20.5 million earnout payment to Quality
Oncology.

Parker H. Petit, Chairman and Chief Executive Officer of Matria,
stated, "With the sale of our Pharmacy and Supplies business and
our tender offer completed, we have increased our financial
flexibility, improved our cash position and significantly
deleveraged our balance sheet. We are now in an ideal position to
pursue our strategic plan to capitalize on the opportunities that
are developing for expanded disease management and health
enhancement programs and services."

Matria's Pharmacy and Supplies business will be treated as a
discontinued operation in accordance with generally accepted
accounting principles (GAAP). Consequently, revenues and earnings
for the second quarter of 2004 and prior periods will be excluded
from the Company's reported results from continuing operations.

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

                         *   *   *

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

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

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


MARINER HEALTH: S&P Places Low-B Ratings on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit, 'BB-' secured debt, and 'B-' subordinated debt ratings on
Atlanta, Georgia-based Mariner Health Care Inc. on CreditWatch
with negative implications.

"The CreditWatch placement follows the company's announcement of
its pending acquisition by National Senior Care Inc. for
$1 billion, including the assumption of Mariner's outstanding
long-term debt," said Standard & Poor's credit analyst David P.
Peknay. As of March 31, 2004, Mariner's long-term debt totaled
$385 million.

Standard & Poor's will monitor the progress of this proposed
acquisition, which includes the possibility that the transaction
could add to the company's financial leverage.


MEDIA SCIENCES: Raises $1.25 Million in Equity Funding
------------------------------------------------------
Media Sciences International, Inc. (Amex: GFX), the leading
independent manufacturer of generic supplies for office color
printers, announces that it has closed $1.25 million in equity
funding from Richard L. Scott Investments, LLC. The Company has
issued one million shares of common stock in exchange for $1.25
million.

This investment has allowed the Company to pay down $695,000 of
debt including a $195,000, 10% term loan from officer, and
$500,000 on its credit facility. Furthermore, the Company recently
refinanced, with its bank, $400,000 in loans from investors
formally carrying 20% interest rates for a savings of
approximately $65,000 in interest expense over the next 12 months.
As a result of the Company's performance, preferred stock
conversion and the $1.25 million equity investment, the Company
has repaid all its non-bank loans and at June 30, 2004 has no long
term debt.

"With our recent product announcements, an improved balance sheet,
sales growth momentum and a strong partner in Richard L. Scott
Investments, LLC, we are well positioned to continue to grow our
revenues and our earnings," said Michael W. Levin, President and
CEO. "At this time, the Company is increasing its sales estimate
for the fiscal 2004 year to approximately $17mm."

In conjunction with the investment, Alan Bazaar, Vice President
and Portfolio Manager for Richard L. Scott Investments has joined
the Company's board of directors to fill an open board seat.

         About Richard L. Scott Investments, LLC

Richard L. Scott Investments, LLC was established in 1997 by
Richard L. Scott, founder and former Chairman and CEO of
Columbia/HCA Healthcare Corporation (later renamed HCA, Inc.), one
of the world's largest healthcare services companies. Since its
founding in 1997, Richard L. Scott Investments, LLC has invested
in companies in the following industries: transaction processing,
financial services, manufacturing, cable network,
recreation/leisure, mobile home & RV, network security, catalog
retail, medical equipment, pharmacy retail and healthcare
services. Richard L. Scott Investments, LLC makes leveraged
buyout, recapitalization/restructuring and growth capital
investments in companies with superior management, predictable
cash flow, strong market share and growth potential.

      About Media Sciences International, Inc.

Media Sciences, (Amex: GFX), is the leading independent
manufacturer of office color printer supplies. Media Sciences
products, which include color toner cartridges and solid ink
sticks, are the generic alternative to the printer manufacturer's
brand. Media Sciences products offer customers the ability to save
up to 30% on their office color printer supplies. Media Sciences
products are sold through an international network of dealers,
national office supply resellers and distributors under the Media
Sciences brand, as well as, several private brands. All Media
Sciences products are backed with a 100% satisfaction warranty.
For more information visit http://www.mediasciences.comor contact  
201-236-9311.

                     *   *   *

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

            Liquidity and Capital Resources

"We experienced positive cash flow for the nine months ended March
31, 2004. Cash flows from operating activities were $548,933
primarily due to net income of $656,686, a non cash charge of
$595,066 for depreciation and amortization, $463,587 for deferred
income taxes and an increase in accounts payable of $637,403
offset by increases in accounts receivable of $458,820, in
inventories of $696,868 and in prepaid expenses and other current
assets of $92,150 and a decrease in accrued supplier expenses,
income taxes payable, deferred revenue and other accrued expenses
and current liabilities of $600,151. Our inventory levels are
increasing due to the increase in products in our product line,
growing sales and the long lead time from Asian suppliers.

"The cash we used in investing activities included the purchase of
equipment in the amount of $165,441.

"Cash used in financing activities included net debt payments of
$148,046, payments of accrued dividends of $152,375 and payment of
expenses associated with the issuance of common stock of $37,485.
We have an agreement with a lender under which we can borrow up to
$3,000,000 under a revolving line of credit, subject to
availability of collateral. Borrowings bear interest at 1.75% over
the lender's base rate, are payable on demand and are
collateralized by all assets of the Company. As of March 31, 2004,
$2,247,606 was outstanding under this line. In December 2003, we
repaid an aggregate of $225,000 to several individuals upon the
maturity of one year notes carrying interest rates of 20%-23%. In
January 2004, we paid the balance in the amount of $250,000 on the
13% note due to UltraHue. In January 2004, our President, Michael
W. Levin, voluntarily reduced the interest rate on one of his two
loans to us to 10%. Both of these loans now carry a 10% interest
rate. We are in discussions with our bank and several individuals
to reduce the interest rate due on $400,000 of notes that mature
in June of 2005 from 20% to 10%."

                      Seasonality

"We anticipate that our cash flow from operations will be slightly
better in the fall and winter months than in the spring and summer
months due to the sales cycles associated with our Cadapult
Graphic Systems subsidiary business. In the event that we are
unable to generate sufficient cash flows from operations, we may
be required to utilize other cash reserves, if any, or seek
additional equity or debt financing to meet operating expenses,
and there can be no assurance that there will be any other cash
reserves or that additional financing will be available or, if
available, on reasonable terms."


MEDICAL DISCOVERIES: Erases $220K Secured Debt From Balance Sheet
-----------------------------------------------------------------
The management team at Medical Discoveries, Inc. (OTC Bulletin
Board: MLSC) announced that, as a result of a negotiated
transaction, the company was able to eliminate approximately
$220,000 of secured debt from its balance sheet. The transaction
in effect converted a secured promissory note in the original
principal amount of $195,000, plus accrued interest, to common
stock.

"This is the latest in a series of successful efforts to reduce
the liabilities on the balance sheet," said President & Chief
Executive Officer Judy M. Robinett. "We have now eliminated over
$960,000 in debt and liabilities from our balance sheet this year.
Each time that we have converted debt to equity, it has been on
successively higher conversion rates as our stock price continues
to trend upward. As we announced in our Goals for 2004 on January
14th, we will continue to reduce the debt on our balance sheet,
streamline our capital structure, and advance MDI-P through
preclinical development toward an IND."

                     About the Company

Formed in 1991, Medical Discoveries, Inc. is a publicly traded
(OTC Bulletin Board: MLSC) development-stage biopharmaceutical
research company (as defined in SFAS No. 7) engaged in the
research, development and validation of its patented anti-
infective technology. MDI's electrolyzed solution of free radicals
represents a novel approach to treating its initial target
indication, HIV.

At March 31, 2004, Medical Discoveries, Inc.'s balance sheet shows
a stockholders' deficit of $ 3,225,158 compared to a deficit of
$3,430,816 at December 31, 2003.


MIRANT AMERICAS: Committee Taps James Donnell As Energy Consultant
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, seeks the Court's authority to retain James M.
Donnell as its energy industry consultant.

Pursuant to a Letter Agreement, dated June 11, 2004, Mr. Donnell
will:

   (a) provide the MAGi Committee with strategic advice and
       information regarding the energy industry and in
       particular, the assets and business of MAGi and its
       subsidiaries, and the various alternatives available to
       the MAGi Committee to maximize value for the benefit of
       MAGi's creditors;

   (b) review, analyze and advise on the operational, personnel,
       regulatory, financial and other issues related to a sale
       or other disposition of MAGi and its subsidiaries, and a
       severance of their stock ownership and other relationships
       with Mirant and its other subsidiaries;

   (c) assist in the preparation of a business plan to sever
       MAGi and its subsidiaries from ownership and other
       relationships with Mirant and its other subsidiaries, and
       for the operation of MAGi and its subsidiaries post-
       emergence from Chapter 11;

   (d) provide advice to the MAGi Committee on other strategic
       alternatives relating to MAGi's business and assets;

   (e) assist and advice the MAGi Committee on other matters as
       it may request; and

   (f) testify in Court on the MAGi Committee's behalf.

Charles Greer, Co-Chair of the MAGi Committee, tells the Court
that the MAGi Committee intends to retain Mr. Donnell to obtain
the benefit of his substantial experience leading merchant energy
companies similar to MAGi.  Mr. Donnell was previously president
and chief executive officer of Duke Energy North America.  In
that position, Mr. Donnell was responsible for a merchant energy
operation of 1,400 employees and annual revenues of
$3,300,000,000.  Hence, Mr. Donnell has in-depth knowledge of all
aspects of the power generation business.  The MAGi Committee
believes that the services and advice to be provided by Mr.
Donnell will benefit MAGi and its creditors.

Mr. Donnell's focus will be the development of an operational
business plan to sever MAGi's assets from the other Mirant
Debtors, so that MAGi may be run on a stand-alone basis.  This
will entail developing the management and other infrastructure
necessary for MAGi to run independently.

Mr. Greer assures the Court that the services Mr. Donnell will
provide are distinct from the other presently retained
professionals.  Nevertheless, to ensure that there is no overlap
or duplication of services, Mr. Donnell will coordinate carefully
with the MAGi Committee's other professionals in developing a
work plan that will provide distinct tasks for each retained
professional.

For his services, Mr. Donnell will be paid a $100,000 monthly fee
for the first three months of the engagement and $75,000 per
month for the remaining terms of this retention.  Mr. Donnell
will be reimbursed for out-of-pocket expenses incurred in
relation to the engagement.

Mr. Donnell tells the Court that he is not related to nor
connection with, and neither holds nor represents any interest
adverse to the Debtors, their estates, creditors or any other
party-in-interest or their attorneys or the United States Trustee
or anyone employed in the Office of the U.S. Trustee, in the
matters for which he is proposed to be retained.  Thus, Mr.
Donnell is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      *     *     *

Judge Lynn authorizes the retention of Mr. Donnell on an interim
basis effective June 1, 2004.  If no objections are filed with
the Court by July 12, 2004, this order will become final on
July 13, 2004.

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: Look for Bankruptcy Schedules Next Week
---------------------------------------------------------
Mooney Aerospace Group, Ltd., wants the deadline for it to file
its schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
extended through July 8, 2004.  

The Debtor tells the U.S. Bankruptcy Court for the District of
Delaware that it has not yet completed the process of gathering
the necessary data to complete the Schedules of Assets and
Liabilities and Statement of Financial Affairs required under 11
U.S.C. Sec. 521(1).  The Debtor believes it can file the required
disclosure documents by the end of next week.  

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 GROUP HOLDING: Files Quarterly Report Minus Certifications
-----------------------------------------------------------------
Morgan Group Holding Co. is a holding company that has a 64.2%
ownership interest and a 77.6% voting interest in The Morgan
Group, Inc.

On May 17, 2004, Holdings filed its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2004.  The certifications of
periodic financial reports required under Rule 15d-4  promulgated
under the Securities Exchange Act of 1934, as amended, and Section
906(a) of the Sarbanes-Oxley Act of 2002 did not accompany the
Form 10-Q.

On October 3, 2002, Morgan closed down its operations when its
liability insurance expired and it was unable to secure
replacement insurance.  On October 28, 2002, Morgan and two of its  
operating subsidiaries filed  voluntary petitions under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Indiana, South Bend
Division. The Debtors intend to conduct an orderly liquidation of
their assets.

As a result of the Bankruptcy, Morgan's corporate, financial and
accounting staff were substantially eliminated.  On November 12,
2002, Morgan filed a Form 15 with the Securities  and Exchange
Commission to terminate its registration under Section 12(g) of
the Exchange Act.

On April 29, 2003, Holdings, individually and on behalf of all
others similarly situated,  commenced an action against Ernst &
Young LLP, among others, in the United States District Court,
Southern District of New York. The allegations in the lawsuit do
not relate to the  audit by Ernst & Young of any of Holdings'
financial statements but rather to the audit by Ernst & Young of
the financial statements of Morgan.

By letter dated May 2, 2003, Ernst & Young LLP confirmed that the
client-auditor relationship  between Holdings and Ernst & Young
ceased.  Because Holdings' interim financial statements  contained
in the Form 10-Q have not been reviewed by independent public
accountants as required by Regulation S-X, the Form 10-Q does not
fully comply with the requirements of Section 13(a) or 15(d) of
the Exchange Act and therefore neither the chief executive officer
nor the chief financial officer of Holdings are able to make the
required certifications.


MORGAN STANLEY: Fitch Downgrades $2.1M Class O Rating to CC
-----------------------------------------------------------
Fitch downgrades Morgan Stanley Capital I Inc.'s commercial
mortgage pass-through certificates, series 1999-LIFE 1, as
follows:

     --$2.1 million class O certificates from 'CCC' to 'CC'.

Fitch upgrades the following classes:

     --$20.8 million class B certificates to 'AA+' from 'AA';
     --$23.8 million class C certificates to 'A+' from 'A';
     --$8.9 million class D certificates to 'A' from 'A-';
     --$13.4 million class E certificates to 'BBB+' from 'BBB';
     --$7.4 million class F certificates to 'BBB' from 'BBB-'.

In addition, Fitch affirms the following classes:

     --$50.5 million class A-1 'AAA';
     --$399 million class A-2 'AAA';
     --$569.8 million interest-only class X 'AAA';
     --$1.5 million class G 'BBB-';
     --$10.4 million class H 'BB+';
     --$7.4 million class J 'BB';
     --$4.5 million class K 'BB-';
     --$5.9 million class L 'B+';
     --$4.5 million class M 'B';
     --$5.3 million class N 'B-'.

Fitch does not rate the $4.5 million class P certificates.

The downgrade is the result of expected losses on the loan
currently in special servicing. Losses are expected to negatively
affect the credit enhancement of class O, which may incur a loss
when the loan is disposed.

The rating upgrades reflect both the improved credit enhancement
levels resulting from scheduled amortization, and the
subordination levels of deals with similar characteristics issued
today. As of the June 2004 distribution report, the pool's
aggregate certificate balance was reduced by 5% to $564.6 million
from $594.0 million at issuance. To date, the trust has not
experienced any losses.

Currently, one loan (1.8%) is in special servicing. The loan is
secured by three industrial buildings in Warren and Detroit, MI
and is currently in foreclosure. The loan transferred to special
servicing as a result of a major tenant filing involuntary
bankruptcy. Currently, all properties are 100% vacant. The special
servicer is reviewing alternative workout solutions and has
ordered an updated appraisal. Some losses are possible upon the
disposition of this asset.

Fitch reviewed the credit assessment of the Edens & Avant loan
portfolio (14.7%). The loan maintains an investment-grade credit
assessment.

The Edens & Avant portfolio is secured by 21 retail properties,
anchored mostly by grocery and drug stores. The stressed DSCR for
YE 2003 was 1.82x, compared with 1.35x at issuance. The DSCR is
calculated using borrower-provided net operating income less
required reserves divided by debt service payments based on the
current balance using a Fitch-stressed refinance constant.


NETWORK INSTALLATION: Del Mar Systems Awarded $60,000 VoIP Project
------------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWIS) announced
that through its wholly-owned subsidiary Del Mar Systems, it has
been awarded a project order from the City of Rancho Santa
Margarita, CA to install and deploy an Avaya IP telephony platform
that shall be used for City Hall and the Community Center. The
project is valued at approximately $60,000.

Network Installation CEO Michael Cummings stated, "Penetrating the
Voice over Internet (VoIP) market was clearly one of our main
objectives when we acquired Del Mar Systems earlier this year. As
an Avaya partner and with their state of the art IP telephony
platform, we are well positioned to exploit one of the fastest
growing segments of the communications market." He added, "We have
recently begun bidding on more numerous and sizeable VoIP projects
which yield extremely attractive profit margins."

               About Network Installation Corp
  
Network Installation Corp. -- whose March 31, 2004 balance sheet  
reflects a stockholders' deficit of $1,607,403 -- provides  
communications solutions to the Fortune 1000, Government Agencies,  
Municipalities, K-12 and Universities and Multiple Property  
Owners. These solutions include the design, installation and  
deployment of data, voice and video networks as well as wireless  
networks and Wi-Fi. Through its wholly-owned subsidiary Del Mar  
Systems International, Inc., the Company also provides integrated  
telecom solutions including Voice over Internet Protocol (VoIP)  
applications. Network Installation maintains offices in Irvine,  
Los Angeles, Gold River and San Marcos, CA; Las Vegas, NV and  
Phoenix, AZ. To find out more about the company, visit  
http://www.networkinstallationcorp.net/


NEW WEATHERVANE: Turns to FTI Consulting for Financial Advice
-------------------------------------------------------------
New Weathervane Retail Corp., and its debtor-affiliates wants to
hire FTI Consulting, Inc., as their financial advisors.  The
Debtors tell the U.S. Bankruptcy court for the District of
Delaware that they are familiar with FTI Consulting's professional
standing and reputation.  The firm has a wealth of experience in
providing financial advisory services in restructuring and
reorganizations.

Specifically, FTI Consulting will:

   a) assist the Debtors in the preparation of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

   b) assist the Debtors with information and analyses required
      pursuant to the Debtors' Debtor-In-Possession ("DIP")
      financing including, but not limited to, preparation for
      hearings regarding the use of cash collateral and DIP
      financing;

   c) provide advisory assistance in connection with the
      development and implementation of key employee retention
      and other critical employee benefit programs;

   d) assist and advice the Debtors with respect to the
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

   e) assist regarding the valuation of the present level of
      operations and identification of areas of potential cost
      savings, including overhead and operating expense
      reductions and efficiency improvements;

   f) assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash
      receipts and disbursement analysis, analysis of various
      asset and liability accounts, and analysis of proposed
      transactions for which Court approval is sought;

   g) attend at meetings and assistance in discussions with
      potential investors, banks and other secured lenders, the
      Creditors' Committee appointed in this chapter 11 case,
      the U.S. Trustee, other parties in interest and
      professionals hired by the same, as requested;

   h) provide analysis of creditor claims by type, entity and
      individual claim, including assistance with development of
      a database to track such claims;

   i) assist in the preparation of information and analysis
      necessary for the confirmation of a Plan of Reorganization
      in this chapter 11 case;

   j) assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers; and

   k) render such other general business consulting or such
      other assistance as Debtors' management or counsel may
      deem necessary that are consistent with the role of a
      financial advisor and not duplicative of services provided
      by other professionals in this proceeding.

The customary hourly rates that FTI Consulting will bill the
Debtors are:

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

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


NOMURA ASSET: Fitch Cuts Classes B-5 & B-6 Ratings to B-/CCC
------------------------------------------------------------
Fitch Ratings downgrades Nomura Asset Securities Corporation,
commercial mortgage pass-through certificates, series 1998-D6, as
follows:

          --$18.6 million class B-5 to 'B-' from 'B';
          --$27.9 million class B-6 to 'CCC' from 'B-'.

The following class is upgraded by Fitch:

          --$204.7 million class A-3 to 'AA' from 'AA-'.

In addition Fitch affirms the following classes:

          --$212.9 million class A-1A at 'AAA';
          --$1.8 billion class A-1B at 'AAA';
          --$382.7 million class A-1C at 'AAA';
          --Interest Only (IO) class PS-1 at 'AAA';
          --$223.4 million class A-2 at 'AAA';
          --$167.5 million class A-4 at 'A-';
          --$55.8 million class A-5 at 'BBB+';
          --$37.2 million class B-2 at 'BB';
          --$37.2 million class B-3 at 'BB-';
          --$18.6 million class B-5 at 'B-'.

Fitch does not rate the following classes:

          --$158.2 million class B-1;
          --$65.1 million class B-4;
          --$43.8 million class B-7;
          --$942 class B-7H;
          --IO class A-CS1.

The downgrade of classes B-5 and B-6 is the result of expected
losses on specially serviced loans which will negatively impact
the credit enhancement levels of these classes. Losses are
expected on six loans (1.61%) of the eleven (2.7%) loans currently
in special servicing. The non-rated class B-7 is sufficient to
absorb all expected losses.

The upgrade of class A-3 is the result of stable portfolio
performance and improved credit enhancement levels resulting from
loan payoffs, defeased loans, and scheduled amortization.

As of June 2004 distribution date, the transaction's aggregate
principal balance has decreased 8.1%, to $3.4 billion from $3.7
billion at issuance. The eleven specially serviced loans (2.7%)
are comprised of, two 60-day delinquent loan (0.1%), five 90-day
delinquent loans (0.9%), a real estate owned (REO) loan (0.5%),
two loans in foreclosure (0.4%), and one loan (0.8%), which was
transferred to the special servicer as a result of the borrower
filling Chapter 11 bankruptcy.

The largest specially serviced loan (0.5%), Commerce Point, is
secured by a 236,789 square feet (sf) office building located in
Arlington Heights, IL. As of May 2003 the property was 46%
occupied and no new leasing activity has occurred to date. The
trust acquired the property via a deed-in-lieu in April 2004 and
is actively leasing the property.

The second largest loan (0.5%), in special servicing is Best Buy -
City of Industry. The loan is cross-collateralized and cross-
defaulted (CC/CD) with the Penrose and Crestview loans also in the
transaction. The CC/CD loans are 90-days delinquent and the
special servicer is in the process of foreclosing on the assets.

Fitch reviewed the six credit assessments as part of its analysis.
The debt service coverage ratio (DSCR) for each loan is calculated
using servicer provided net operating income less required
reserves divided by debt service payments based on the current
balance using a Fitch stressed refinance constant.

The Bristol Portfolio (3.8%) is secured by 15 hotels located in
five states, with a total of 4,201 rooms. In January 2004 three
properties (Holiday Inn - Jackson North, Crowne Plaza Houston and
Crowne Plaza Downtown Jackson) were substituted for three
additional properties (Embassy Suites Park Central, Holiday Inn-
Northeast and Holiday Inn-Knoxville). Fitch did not receive year
end (YE) 2003 financials for the new properties. Net operating
income (NOI) for these properties was derived from annualized
year-to-date (YTD) 9/30/2003 financials. The portfolio's combined
revenue per available room (RevPar) as of YE 2003 and YTD
9/30/2003 was $45.87 compared to $48.02 as of YE 2002 and $49.53
since issuance. Fitch maintains a below investment grade credit
assessment.

Innkeepers Portoflio (1.1%) is secured by eight hotels located in
six states, with a total of 1,068 rooms. Fitch reviewed annualized
YTD 9/30/2003 financials provided by the servicer in the absence
of YE 2003 financials. The portfolio's combined RevPar as of YTD
9/30/2003 was $58.93 compared to $65.69 as of YE 2002 and $67.94
at issuance. Fitch maintains a below investment grade credit
assessment.

The Westin Grand Cayman (0.5%) is secured by a 341 room luxury
resort hotel located on the Island of Grand Cayman along Seven
Mile Beach. As of YE 2003 the RevPar was $114.4 compared to
$128.88 as of YE 2002 and $151.2 at issuance. Fitch maintains a
below investment grade credit assessment based on the hotel's
deteriorating performance.

The transaction's remaining three credit assessments: Fox Plaza
(4.8%), Burnham Pacific (3.7%) and Morris Corporate Center (1.0%),
maintain investment grade credit assessments.


NORTHERN OFFSHORE: Mulls Liquidation After Creditor Talks Fail
--------------------------------------------------------------
Northern Offshore Ltd. announced that it is preparing for
liquidation in light of an impasse between the Company and its
creditors. The Company indicated that although an unofficial
committee of unsecured creditors had formed to consider the
Company's restructuring proposal, the committee had sent a letter
and term sheet to the Company stating that it would not engage in
negotiations with the Company without the Company's immediate
payment of US$7.2 million of interest due on May 15, 2004 in
connection with the 10.0% senior notes due 2005 and further on
July 6, 2004 pay interest which is due on that date on the
outstanding NOK bonds. However, at this stage and in light of the
Company's current financial position, the Board of Directors does
not believe it is appropriate to pay funds to any stakeholder
without agreement on a comprehensive restructuring.

"The preference of the Board of Directors is to engage with the
bondholders in a consensual restructuring," said Tor Olav Troim,
the Company's chief executive officer. "To that end, the Company
has taken the necessary steps to prepare for restructuring
negotiations, including agreeing to pay for creditor advisors,
preparing a detailed due diligence package for the committee, and
providing the committee with a detailed term sheet. Despite these
initiatives, the committee does not want to engage in further
discussions without the interest payment being made."

Joseph Swanson, a director at Houlihan Lokey Howard & Zukin, which
was retained by the Company to assist in implementing the
restructuring, added further, "In these circumstances, where a
company is endeavouring to restructure its financial obligations
as the only alternative to an insolvent liquidation, it is
standard practice for the company to preserve its cash and other
assets for the benefit of the general body of creditors until
there is certainty as to the company's future. Ultimately, such
cash and other assets would be distributed either in accordance
with the definitive restructuring or, if no agreement can be
reached and the restructuring consequently fails, in the company's
liquidation."

As previously announced on June 15, 2004, the Company did not pay
the interest due on its 10% senior notes, which constituted an
event of default under the indenture governing the senior notes.
On June 1, 2004, the Company proposed a transaction whereby the
Company's senior notes together with its Norwegian krone-
denominated floating rate notes due 2004 would be exchanged for
newly issued shares of common stock representing 85% of the
Company's fully diluted share capital, with the remaining 15% to
be retained by current shareholders. If approved, the transaction
would be consummated under Bermuda law through a scheme of
arrangement and an increase in share capital approved by Northern
Offshore's shareholders. The Company considers that the
implementation of a restructuring represents the only means by
which the Company can avoid insolvent liquidation.

The Company believes it is in the best interests of all
stakeholders to implement a restructuring as quickly as possible.
It is the Company's opinion that the implementation is critical to
the continued operation of the Company. Unless the committee
engages the Company in negotiations, the Board of Directors of
Northern Offshore considers that it will have no alternative but
to take steps in relation to the appointment of a Bermuda-based
liquidator responsible for the liquidation of the Company's assets
for the benefit of its creditors.

                     About the Company

Northern Offshore Ltd. is a continuation of the offshore drilling
and production business of Northern Offshore ASA, a public limited
company registered in Norway. The Company owns the floating
production platform; "Northern Producer" which is currently
working under a four years plus six optional years contract for
Chevron-Texaco in the Galley field in the UK sector of the North
Sea. In addition, the Company owns three drillships; "Northern
Explorer III", "Discoverer I" and "Energy Searcher" and one semi-
submersible drilling rig; "Galaxy Driller", all operated by our
subsidiary Jet Drilling, Singapore.


OBSIDIAN ENTERPRISES: Acquires Classic Manufacturing for $2.25M+
----------------------------------------------------------------
Effective as of the close of business on April 30, 2004, Obsidian
Enterprises, Inc., acquired all of the outstanding shares of
capital stock of Classic Manufacturing, Inc.,  a  Michigan-based
manufacturer of open and enclosed trailers, for a purchase price
of $2,250,000 in cash and 170,451 shares of the Company's common
stock.  The Classic shares were acquired from Bradley J. Baker,
Classic's Chief Executive Officer, and Wade Wolf, Classic's
President.  The sources of the cash consideration paid by the
Company were working capital and funds borrowed  under a Credit
Agreement with National City Bank of Indiana.

Obsidian -- whose April 30, 2004 balance sheet shows a total
shareholders' equity deficit of $7,246,000 -- is a holding
company headquartered in Indianapolis, Indiana. It conducts
business through five subsidiaries: Pyramid Coach, Inc., a leading
provider of corporate and celebrity entertainer coach leases;
United Trailers, Inc., and its sister company, Southwest Trailers,
manufacturers of steel-framed cargo, racing ATV and specialty
trailers; U.S. Rubber Reclaiming, Inc., a butyl-rubber reclaiming
operation; and Danzer Industries, Inc., a manufacturer of service
and utility truck bodies and accessories. More information can be
found at http://www.obsidianenterprises.com/


OMNI FACILITY: Goulston & Storrs Retained as Bankruptcy Counsel
---------------------------------------------------------------
Omni Facility Services and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
approval of their application to employ Goulston & Storrs, PC, as
their attorneys in their bankruptcy proceedings.

The legal services that Goulston & Storrs will render to the
Debtors will include:

   a) advising the Debtors with respect to their powers and
      duties as debtors in possession and the continued
      management of their businesses and properties;

   b) representing the Debtors in connection with negotiating
      and seeking Court approval of debtor in possession
      financing and/or exit financing;

   c) attending meetings and negotiating with representatives of
      creditors, committees, equity holders, the Office of the
      United States Trustee and other parties-in-interest and
      responding to creditor inquiries and advising and
      consulting the Debtors on the conduct of the cases,
      including all of the legal and administrative requirements
      of operating in chapter 11;

   d) representing the Debtors in connection with any adversary
      proceedings or automatic stay litigation that may be
      commenced in the proceedings and any other action
      necessary to protect and preserve the Debtors' estates;

   e) advising and representing the Debtors in connection with
      any sale or potential sale of the Debtors' assets or
      businesses, or in connection with any strategic partnering
      or equity infusions;

   f) negotiating and preparing on behalf of the Debtors any
      plan of reorganization or liquidation, disclosure
      statement, and all related documents, and taking any
      action necessary to obtain confirmation of and consummate
      such plan;

   g) appearing before this Court, any appellate or non-   
      bankruptcy courts, and the United States Trustee and
      protecting the interests of the Debtors before such courts
      and the United States Trustee;

   h) preparing necessary motions, applications, answers,
      orders, reports, and papers necessary to the
      administration of the Debtors' estates;

   i) representing the Debtors on corporate and real estate
      matters relating to the sale of assets or any plan of
      reorganization or liquidation and the administration of
      these cases and the Debtors' estates; and

   j. performing all other legal services for and providing all
      other legal advice to the Debtors that may be requested,
      necessary and proper in these cases and any adversary
      proceedings, appeals or ancillary proceedings.

James F. Wallack, Esq., a director of Goulston & Storrs will lead
the team in this engagement.  Mr. Wallack reports that his firm
will bill the Debtors at the Firm's current hourly rates:

         Designation               Billing Rate
         -----------               ------------
         directors and counsel     $330 to $565 per hour
         associates                $225 to $370 per hour
         legal assistants          $135 to $260 per hour

The professionals principally engaged in this cases will be:

         Professional             Designation     Billing Rate
         ------------             -----------     ------------
         James F. Wallack         Director        $500 per hour
         Douglas B. Rosner        Director        $400 per hour
         Christine D. Lynch       Director        $345 per hour
         Mary Ellen Welch Rogers  Counsel         $365 per hour
         Rafael Klotz             Associates      $335 per hour
         Christian J. Urbano      Associates      $290 per hour
         Stacey A. Mordas         Legal Assistant $185 per hour

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


OMNI FACILITY: Want to Hire Togut Segal as Bankruptcy Co-Counsel
----------------------------------------------------------------
Omni Facility Services, Inc., and its debtor-affiliates are asking
the U.S. Bankruptcy Court for the Southern District of New York
for permission to hire Togut, Segal & Segal LLP as their co-
counsel.

Goulston & Storrs, P.C., a law firm based in Boston,
Massachusetts, was recently retained as counsel to the Debtors to
handle restructuring and bankruptcy matters, and any related
corporate, tax and real estate matters.  While Goulston & Storrs
does maintain a small office in New York City, that office is not
equipped to handle bankruptcy-related matters. Accordingly, the
Debtors wish to retain Togut Segal to serve as co-counsel in these
proceedings. The two firms will confer frequently and diligently
to assure that there is no duplication of services.

Frank A. Oswald, Esq., a member of Togut Segal reports that his
firm will bill the Debtors its current hourly rates that range
from:

      Designation                Billing Rate
      -----------                ------------
      Partners                   $590 to $720 per hour
      Associates                 $195 to $505 per hour
      Paralegals and Law Clerks  $115 to $180 per hour

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


OWENS CORNING: Asks Court To Approve Rhode Island Settlement Pact
-----------------------------------------------------------------
For decades, the Owens Corning Debtors' manufacturing operations
in the State of Rhode Island produced industrial waste that may
have contained hazardous substances and that was disposed of at
various third-party facilities, like public landfills, or
commercial dumps located in Rhode Island.  Even where the disposal
was legal at the time it occurred, environmental statutes,
principally the Comprehensive Environmental Response, Compensation
and Liability Act, make the Debtors jointly and severally liable
with other generators of the waste for the past and future costs
incurred by the federal government or the State in cleaning up the
facilities and for damages to natural resources.

Although the CERCLA provides for joint and several liability,
cost recovery cases brought by governmental authorities against
generators of waste that involve disposal or treatment facilities
used by numerous parties are typically settled equitably based on
factors like the relative volume or toxicity of a particular
generator's waste.  Nevertheless, Rhode Island relies on joint
and several liabilities to assert a proof of claim in the
bankruptcy of a generator for the full amount of the state's
response costs and natural resource damages at each facility
where there has been disposal of that generator's waste.

Rhode Island identified five disposal sites to which the Debtors
sent industrial waste over the years and with respect to which
the Debtors could consequently be jointly and severally liable
under the CERCLA for response costs and natural resource damages.

The Rhode Island Department of Environmental Management filed
Claim No. 8766, asserting the Debtors' liability under the CERCLA
and various provisions of Rhode Island law for an estimated
$80,000,000 that the State has or will incur in implementing or
overseeing the implementation of remedial measures at the five
disposal sites.  In light of the Debtors' long history of
manufacturing operations in Rhode Island, additional sites in the
State that were historically used by the Debtors for disposal or
treatment of their waste may still be identified in the future.

On November 21, 2003, after extensive negotiations, Owens
Corning and Rhode Island, by and through the Environmental
Management Department, entered into a settlement agreement to
resolve the Disputed Claim.  The Settlement Agreement also
resolves potential future claims by Rhode Island arising from the
Debtors' use of disposal sites before the Petition Date that are
presently unknown.

The basic terms of the Settlement Agreement are:

   (1) Owens Corning and Rhode Island agree to the terms of the
       Settlement Agreement without admission of any liability or
       violation of the law;

   (2) The Settlement Agreement lists five third-party disposal
       sites, referred to as "Liquidated Sites," with respect to
       which a Debtor has been identified as a generator of waste
       and which are the basis of the Disputed Claim.  These
       sites are:

       (a) the Dupraw Dump -- also known as the Dexter Quarry --
           located in the Town of Lincoln, Rhode Island;

       (b) the Mackland Farms -- also known as the Kelly House --
           located in the Town of Lincoln, Rhode Island;

       (c) the Cumberland Municipal Landfill -- investigation
           phase only -- located in the Town of Cumberland, Rhode
           Island;

       (d) the Boulter Farms, located in the Town of Cumberland,
           Rhode Island; and

       (e) the Peterson/Puritan CERCLA site located in the Town
           of Cumberland, Rhode Island and the Town of Lincoln,
           Rhode Island.

       With respect to those sites and in settlement of the
       Disputed Claim, the Debtors will pay Rhode Island
       $750,000;

   (3) The Settlement Agreement generally provides the Debtors
       with protection against contribution actions by other
       liable parties and with a covenant not to be sued by Rhode
       Island;

   (4) The claims by Rhode Island relating to the Debtors'
       prepetition conduct at the treatment or disposal sites
       where they have not yet been identified as potentially
       liable generators are discharged and no distribution is
       provided with respect to them.  However, if a Debtor is
       identified after confirmation as a potentially liable
       generator of waste at a site as a result of prepetition
       conduct, the liability attributable to the Debtor at the
       site will be determined at that time and a percentage of
       that liability equal to the percentage paid with respect
       to Allowed General Unsecured Claims in the bankruptcy will
       be paid by the reorganized Debtor.  These sites are
       referred to as "Additional Sites;"

   (5) The Debtors agree, pursuant to an agreement with the
       United States in a Court-approved settlement, to perform
       remedial work at two waste disposal sites in Rhode Island
       where remedial action is being overseen by the Federal
       Environmental Protection Agency;

   (6) Rhode Island reserves the right to withdraw or withhold
       consent if interested parties file comments disclosing
       facts or considerations that indicate that the Settlement
       Agreement is not in the public interest.

Hence, the Debtors ask the Court to approve the Settlement
Agreement.

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)


PACIFIC ENERGY: Completes Mid Alberta Pipeline Acquisition
----------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) announced the closing of
the acquisition of the Mid Alberta Pipeline from Imperial Oil.
This acquisition completes another milestone in the development of
a new, integrated pipeline corridor from Edmonton, Alberta to U.S.
Rocky Mountain refineries. The acquisition price is Cdn. $31.5
million, of which Cdn. $5 million is payable in three years. In
addition, Pacific Energy acquired linefill for Cdn. $5 million and
expects to incur expenditures of approximately Cdn. $4 million for
first year capital expenditures in Edmonton, Alberta, and for
transaction costs. The aggregate of purchase price, linefill,
first year construction costs, and transaction costs is
approximately U.S. $30.2 million. The funding of the purchase was
from existing credit facilities.

MAPL originates at the Edmonton, Alberta oil hub and extends south
to a connection with the Rangeland Pipeline system near Sundre,
Alberta. Rangeland was acquired by Pacific Energy on May 11, 2004.
The Rangeland system extends south from Sundre to the Canada-U.S.
border where it connects to Pacific Energy's Rocky Mountain
pipeline network. Through this network and third party connecting
pipelines, Pacific Energy serves 14 refineries in the U.S. Rocky
Mountain region, which process nearly 600,000 barrels per day of
crude oil. The Rangeland Pipeline system also delivers crude oil,
condensate and butane north to Edmonton through third party
pipelines.

The addition of MAPL will allow Pacific Energy to transform
Rangeland from what is now principally a gathering pipeline,
serving declining conventional production areas in central and
southern Alberta, into a main line transportation system with
access in Edmonton to the growing synthetic oil production of
northern Alberta. Over the next year, Pacific Energy will
construct a new initiating terminal facility with multiple
pipeline connections in Edmonton. In the interim, current volumes
of approximately 7,000 bpd are expected to continue being
transported on MAPL, and the Rangeland Pipeline system will
transport these volumes plus current Rangeland volumes of
approximately 38,000 bpd, for a total of 45,000 bpd, south to the
United States. In addition, approximately 20,000 bpd will continue
to be gathered and transported north to Edmonton. In light crude
oil service, MAPL has an estimated capacity of approximately
50,000 bpd and the Rangeland pipeline system has an estimated
capacity of approximately 85,000 bpd south to the Canada-U.S.
border.

Supplies of synthetic crude production and blends derived from
synthetic crude oil are increasing as a result of the on-going
expansion of oil sands processing in northern Alberta. These
supplies are important to the U.S. Rocky Mountain refineries
currently served by Pacific Energy, as production in the U.S.
Rocky Mountain region and in southern Alberta is declining and
needs to be replaced. In addition, new supplies are needed to meet
increasing demand for refined products in the U.S. Rocky Mountain
region.

Irv Toole, President and Chief Executive Officer, said, "Producers
in Alberta and refiners in the U.S. Rocky Mountain region have
already shown great interest in this new pipeline corridor.
Producers have a need to find additional outlets for their growing
oil sands production, and refiners need to replace supplies of
conventional crude oil that are declining. Synthetic oil producers
have already made significant investments to upgrade and customize
synthetic crude oil blends to meet the processing needs of the
Rocky Mountain refiners." Mr. Toole continued, "We expect this new
pipeline corridor to be successful because it will allow Pacific
Energy to participate in a meaningful way in meeting the
increasing crude oil requirements of U.S. Rocky Mountain
refineries by accessing new synthetic oil supplies in Edmonton."

Mr. Toole commented, "The combined Rangeland and MAPL acquisitions
are expected to be slightly accretive in the initial year of
operation, the period during which initiating terminal facilities
are to be constructed in Edmonton. Once the integration of these
facilities is complete, we expect the acquisitions to be
approximately five percent accretive to net income and
approximately five percent, or $0.10 per unit, accretive to cash
distributions to unitholders."

Pacific Energy Partners, L.P. (Moody's, Ba2 Corporate Credit  
Rating) is a Delaware limited partnership headquartered in Long  
Beach, California. Pacific Energy Partners is engaged principally  
in the business of gathering, transporting, storing and  
distributing crude oil and other related products in California  
and the Rocky Mountain region. Pacific Energy Partners generates  
revenues primarily by charging tariff rates for transporting crude  
oil on its pipelines and by leasing capacity in its storage  
facilities. Pacific Energy Partners also buys, blends and sells  
crude oil, activities that are complimentary to its pipeline  
transportation business.
   

PARMALAT GROUP: U.S. Debtors Want To Expand Lazard's Engagement
---------------------------------------------------------------
The Parmalat U.S. Debtors recently determined that reorganizing
their businesses as a going concern provides greater benefits to
creditors and other parties-in-interest.  As a result of this new
reorganization strategy, the Debtors propose to expand the scope
of Lazard Freres & Co.'s services to include providing
restructuring services like:

   (a) assisting the Debtors arrange out-of-court DIP and exit
       financing, and preparing financial information in support
       of it;

   (b) assisting the Debtors evaluate their potential debt
       capacity in light of their projected cash flows;

   (c) assisting the Debtors determine a reorganized capital
       structure;

   (d) assisting the Debtors determine the range of value the
       Debtors could receive for the sale of certain assets as
       part of a restructuring;

   (e) advising the Debtors on tactics and strategies for
       negotiating with creditors;

   (f) advising and attending meetings of the Debtors' Boards of
       Directors and their committees on matters related to a
       restructuring;

   (g) providing testimony and evidence related to its services,
       as necessary, in any proceeding before the Court on
       matters related to a restructuring; and

   (h) providing other general restructuring advice on matters
       related to a restructuring.

The U.S. Debtors also revise Lazard Freres' compensation
structure.  For the Expanded Services, the Debtors will pay
Lazard Freres:

   (1) a fee payable on the consummation of any Sale Transaction
       equal to 2.5% of the Aggregate Consideration involved in
       the Sale Transaction, subject to a minimum of $1 million
       for the first Sale Transaction.  Any fee paid under the
       first Sale Transaction in excess of 2.5% of the Aggregate
       Consideration involved in the first Sale Transaction will
       be credited, without duplication, against any fee payable
       in any subsequent Sale Transaction;

   (2) a Restructuring Fee payable on the consummation of any
       Restructuring equal to $1.25 million, with any fees
       payable on the consummation of a Sale Transaction being
       credited against this fee; and

   (3) a $50,000 monthly fee payable until the effective date of
       a plan of reorganization.  All Monthly Fees paid will be
       credited against any Restructuring Fee.  However, if a
       Sales Transaction is consummated, then only Monthly Fees
       paid with respect to the months of June through October
       will be credited against any Restructuring Fee.

Pursuant to the Engagement Letter, Lazard Freres is entitled to a
fee payable upon consummation of any Sale Transaction equal to
1.3% of the Aggregate Consideration involved in the Sale
Transaction, subject to a minimum of $1 million.  While the
Revised Engagement Letter contemplates additional fees payable to
Lazard Freres in consideration of their expanded role in these
cases, the U.S. Debtors believe that the additional fees are
reasonable.

Lazard Freres will also be reimbursed for reasonable out-of-
pocket expenses, and other fees and expenses, including
reasonable expenses of counsel, if any.

The U.S. Debtors will indemnify Lazard Freres.

James Mesterharm, the U.S. Debtors' Chief Restructuring Officer,
tells Judge Drain that the Restructuring Services to be performed
by Lazard Freres are necessary to enable the Debtors to make
fully informed decisions that would maximize the value of their
estates for the benefit of all creditors and parties-in-interest.

As a result of Lazard Freres' retention as financial advisor and
investment banker from the outset of the U.S. Debtors' cases, the
firm gained an unmatched familiarity with the Debtors' current
financial situation and stands singularly capable of providing
specialized and immediate services related to the Debtors'
reorganization.  Lazard Freres has forged a close working
relationship with the Debtors' financial personnel.

Frank "Terry" A. Savage, Managing Director at Lazard Freres,
assures the Court that the firm remains a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

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: Bondi Wants Preliminary Injunction Against US Creditors
-----------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, appeared before Judge Drain in the United States Bankruptcy
Court for the Southern District of New York to obtain a Temporary
Restraining Order and Preliminary Injunction, enjoining and
restraining U.S. creditors from seizing the U.S. assets of
Parmalat Finanziaria SpA and 22 foreign subsidiaries and
affiliates.

Ms. Goldstein appeared on behalf of Dr. Enrico Bondi, in his
capacity as the extraordinary commissioner of Parmalat.

The Parmalat affiliates are:

  (1) Parmalat SpA,
  (2) Parmalat Netherlands B.V.,
  (3) Parmalat Finance Corporation B.V.,
  (4) Parmalat Capital Netherlands B.V.,
  (5) Dairies Holding International B.V.,
  (6) Parma Food Corporation B.V.,
  (7) Parmalat Soparfi S.A.,
  (8) Olex S.A.,
  (9) Eurolat SpA,
(10) Lactis SpA,
(11) Coloniale SpA,
(12) Parmatour SpA,
(13) Hit SpA,
(14) Hit International SpA,
(15) Nuova Holding, SpA,
(16) Contal S.r.l.,
(17) Geslat S.r.l.,
(18) Newco S.r.l.,
(19) Eliair S.r.l.,
(20) Centro Latte Centallo S.r.l.,
(21) Panna Elena S.r.l., and
(22) Parmengineering S.r.l.

                Parmalat Needs a "Breathing Spell"

Ms. Goldstein relates that Parmalat's restructuring in Italy will
be effectuated through a plan of reorganization prepared pursuant
to Italian Insolvency Law.  On June 21, 2004, Parmalat presented
the Italian Plan to Dr. Antonio Marzano, the Italian Minister of
Productive Activities, for approval.  The composition with
creditors proposed pursuant to the Italian Plan does not address
the reorganization of all of the foreign affiliates.  Certain of
the foreign affiliates will be included in a different plan
providing for the sale of certain assets or liquidation.

Dr. Bondi believes that numerous holders of private and public
debt instruments issued by Parmalat are domiciled in New York and
other parts of the United States.  Most of the private debt
instruments are governed by New York law with the exception of
the private debt instruments issued by Finanziaria, which are
governed by Italian law.  Most of Parmalat's public debt
instruments are governed by English law.

Most of the note purchase agreements governing the issuance of
the Public and Private Debt provide:

   -- for the automatic acceleration, in case of the private
      placements; or

   -- acceleration upon written request, in case of issuance of
      the public debt,

of the Public and Private Debt in the event that the entity that
issued the debt, or in certain circumstances the guarantor of the
debt, begins insolvency proceedings.

Ms. Goldstein tells Judge Drain that Dr. Bondi's ultimate goal is
to restructure Parmalat's financial obligations in the most
expedient and economical manner possible, and on the best
available terms for Parmalat's creditors, while balancing the
interests of all Parmalat stakeholders.  To effectuate this goal,
Mr. Bondi requires injunctive relief against actions that would
interfere with his ability to restructure Parmalat's financial
obligations abroad and determine how the interests of all
creditors can best be served.

An injunction, Ms. Goldstein asserts, will best assure an
economical and expeditious administration of all claims against
Parmalat's estates, consistent with the statutory mandate of
Section 304(c) of the Bankruptcy Code:

      (i) Just treatment of all holders of claims against or
          interests in the estate;

     (ii) Protection of claim holders in the United States
          against prejudice and inconvenience in the processing
          of claims in the Italian proceedings;

   (iii) Prevention of preferential or fraudulent dispositions of
         property of the estate;

    (iv) Distribution of proceeds of the estate substantially in
         accordance with the order prescribed by the Bankruptcy
         Code; and

     (v) Comity.

In the absence of an injunction, Ms. Goldstein contends that U.S.
creditors' claims may proceed to judgment without regard to
Parmalat's financial restructuring, leading to the unequal
treatment of certain creditors and dismemberment of the estates.  
Such an outcome would be contrary to the provisions of the
Italian Insolvency Law, which has provisions that allow Parmalat
to "claw-back" or set aside transactions that unfairly favor a
creditor at the expense of other creditors, as well as the
fundamental purpose of the United States Bankruptcy Code.

Ms. Goldstein assures the Court that the injunction will neither
prejudice nor unduly inconvenience U.S. creditors.  The Italian
Insolvency Law shares with the U.S. many fundamental insolvency
law principles, and all of Parmalat's creditors will be treated
justly in the Italian proceedings.

               ABN Amro Complaint Should Be Stayed

Dr. Bondi also asks the Court to stay the complaint filed ABN
Amro Bank N.V. before the Supreme Court of the State of New York,
County of New York.

On March 22, 2004, ABN Amro sued Parmalat SpA to recover the
principal and interest allegedly due under a promissory note
executed by Wishaw Trading S.A. and guaranteed by Parmalat SpA.  
No agreement has been reached between Parmalat and ABN Amro with
respect to the stay of the Complaint.

ABN Amro also named Wishaw as a co-defendant.  Parmalat SpA holds
a 16.67% ownership interest in Wishaw.

                   Parma Court's Jurisdiction

Dr. Bondi asks Judge Drain to grant the Civil and Criminal Court
of Parma exclusive jurisdiction to:

   -- hear and determine any suit, action, claim or proceeding,
      other than the enforcement action filed by the U.S.
      Securities and Exchange Commission; and

   -- settle all disputes which may arise out of the construction
      or interpretation of the Italian Plan, or out of any action
      taken or omitted to be taken by any person or entity in
      connection with the administration of the Italian Plan.

The Injunction will not affect the SEC Complaint.

Dr. Bondi further ask the Court to give full force and effect to
all provisions of the Italian Plan, once finalized and approved.

                   July 2 Hearing in Manhattan

Judge Drain will convene a hearing on July 2, 2004 at 10:00 a.m.
to consider Dr. Bondi's request.  At the hearing, Judge Drain
will ask interested parties to show cause why a preliminary
injunction should not be granted.

Evan D. Flaschen, Esq., at Bingham McCutchen, LLP, represents an
ad hoc committee of Parmalat creditors.

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


PEGASUS SATELLITE: Hires Hewitt Assoc. as Compensation Consultant
-----------------------------------------------------------------
The Pegasus Satellite Communications, Inc. Debtors seek the
Court's authority to employ Hewitt Associates, LLC, as
compensation consultant in their Chapter 11 cases.

Ted S. Lodge, the Debtors' President, Chief Operating Officer and
Counsel, tells the Court that the Debtors selected Hewitt based
on its experience in providing advice, analysis, and expert
testimony with respect to a wide variety of employment-related
issues including executive compensation.  The Debtors also
selected Hewitt based on its expertise and experience with
executive employment issues with respect to the
telecommunications industry in general, and the cable and
satellite television industries in particular.

Hewitt is one of the leading executive compensation consulting
firms, specializing in the analysis and compensation programs to
attract, retain, motivate and reward key executives, employees
and directors.  Founded in 1943, Hewitt's client roster includes
more than half of the Fortune 500 companies and more than a third
of the Fortune Global companies.  As the largest multi-service
human resource delivery provider in the world, Hewitt handles
more than 53,000,000 HR-related customer interactions a year from
more than 13,000,000 participants.  For 60 years, Hewitt has been
pioneering HR ideas, services and products to improve its
clients' business results.

Hewitt is familiar with the Debtors' compensation incentive
programs.  Through its prepetition activities, Hewitt's
professionals worked closely with the Debtors' senior management,
financial staff, and other professionals and have become well
acquainted with the Debtors' compensation and incentive programs.

The Debtors believe that Hewitt is well qualified to analyze
whether their compensation and incentive programs are reasonable,
and whether the programs are comparable to other compensation and
incentive programs in the cable and satellite television
industry.

As the Debtors' consultant, Hewitt will:  

   (a) analyze the Debtors' process for comparing pay levels to
       that of the market place.  Hewitt will review the analyses
       and comment on the process used and how that compares to
       typical studies of this nature;

   (b) independently market price a sample of jobs using its own
       methodology and techniques.  Hewitt will benchmark all
       officer level jobs as well as a sampling of about 20% of
       the remaining 150 jobs that the Debtors had previously
       benchmarked.  Thus, including the officer group, Hewitt
       will independently benchmark about 40 positions.  Hewitt's
       benchmarking of jobs will then be used to compare current
       pay levels, as well as the competitive data previously
       collected by the Debtors; and

   (c) present a letter that addresses its views of:

          * the process the Debtors use to competitively
            benchmark pay levels; and

          * competitive posture of the Debtors' pay programs
            relative to market.

At their sole option, the Debtors may ask Hewitt to perform
additional services like requesting a Hewitt representative to
testify at a hearing in the Bankruptcy Court relating to its
services to the Debtors and assistance with the design or
redesign of any severance or retention programs that may be
contemplated in the future.

Hewitt secretary C. Lawrence Connolly, III, assures Judge Haines
that no partner, principal or staff person of Hewitt holds any
interest adverse to the Debtors' estates.  While Hewitt partners
and principals may have business associations with certain of the
Debtors' creditors or parties-in-interest, the associations have
no connection with the Debtors' Chapter 11 cases.  Mr. Connolly
ascertains that Hewitt is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

The Debtors will pay an $80,000 fixed fee for Hewitt's contracted
services, including expenses.  For additional services,
compensation will generally be based on the firm's hourly rates:

        Staff Level                           Hourly Rate
        -----------                           -----------
        Lead Compensation Consultant          $400 - 600
        Junior Compensation Consultants        250 - 400
        Compensation Analysts                  150 - 250
        Administrative Assistants              100 - 175


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)    


PER-SE TECH: Closes Convertible Debt Sale & Amends Credit Facility
------------------------------------------------------------------
Per-Se Technologies, Inc. (Nasdaq: PSTI) announced that it has
completed the sale of $125 million principal amount of 3.25%
convertible subordinated debentures due 2024 to qualified
institutional buyers pursuant to Rule 144A of the Securities Act
of 1933, as amended. The initial purchasers of the convertible
debentures exercised their option to purchase an additional $25
million principal amount of the debentures, bringing the total
offering to $125 million.

The Company has retired its $118.8 million outstanding Term Loan B
concurrently with the completion of the offering.

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

           Revolving Credit Facility Amendment

The Company also announced that it has completed an amendment to
its senior revolving credit facility to increase its capacity and
lower the Company's borrowing rate. The facility's capacity has
been expanded from $50 million to $75 million and the facility's
maturity has been extended to three years. The facility's interest
rate has been amended to LIBOR plus 2.5% to 3.0%, compared to
LIBOR plus 3.0% to 3.5% prior to the amendment. The amendment
became effective upon closing the offering of convertible
debentures and retiring the Term Loan B.

             About Per-Se Technologies  

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

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


PHOTOCHANNEL: Warrants Exercised & New Cash Totals $2.3 Million
---------------------------------------------------------------
PhotoChannel Networks Inc. (TSX - V: PNI; OTCBB: PHCHF), one of
North America's leading digital imaging technology providers,
announced the Company has received gross proceeds of $2,315,000
from the exercise of common share purchase warrants and the
completion of a non-brokered private placement.

Proceeds of $1,315,000 have been received from the exercise of
common share purchase warrants resulting from the exercise of the
call option associated with the PhotoChannel Limited Partnership,
as previously announced on May 13, 2004. The common share purchase
warrants were exercisable at a price of $0.10 and resulted in the
issue of 13,150,000 common shares of the Company. Investors in the
PhotoChannel LP were lead by TELUS Corp, Discovery Capital Corp
and Peter Scarth, PhotoChannel's CEO.

In addition, the Company has completed a private placement for
gross proceeds of $1,000,000 under which it has sold 8,000,000
units at a price of $0.125 per unit. Each unit consists of one
common share and one common share purchase warrant, each of which,
and the shares underlying the warrants, will be subject to a four
month hold period from the date of issuance of the units. The
common share purchase warrant will entitle the holder to purchase
one additional common share of PhotoChannel at a price of $0.15
for a period of one year from closing.

"This further investment by TELUS and Discovery Capital
demonstrates their confidence in our business model and their
recognition of our business growth during the past year," stated
Peter Scarth, PhotoChannel CEO. "By completing the small private
placement, the Company has strengthened its balance sheet, while
it continues discussions with large photofinishing retailers in
the United States. We are very pleased that the investors have
recognized our continued growth."

As per the Company's last quarterly results:

   -  Online transactional revenue grew by 700% from the end of Q2
      2003 to Q2 2004; and

   -  Quarterly transactional revenues at March 31, 2004 increased
      66% over the previous quarter.

The Company paid a 10% cash finder's fee to a third party in
connection with the private placement.

The TSX has neither approved nor disapproved of the information
contained in this release.

                  About PhotoChannel

Founded in 1995, PhotoChannel is a leading digital imaging
technology provider for a wide variety of businesses including
photofinishing retailers and telecommunications companies.
PhotoChannel has created and manages the open standard
PhotoChannel Network environment whose focus is delivering digital
image orders from capture to fulfillment under the control of the
originating PhotoChannel Network partner. There are now over 7000
retail locations worldwide accepting print orders from the
PhotoChannel system. For more information on the Company visit
http://www.photochannel.com

                     *   *   *

In its Form 20-F for the fiscal year ended September 30, 2003,
Photochannel Networks Inc. reports:

              Liquidity and Capital Resources

"As at September 30, 2003, for the first time since fiscal 2000,
we had a positive working capital position of $388,277 compared to
a working capital deficiency of $2,601,835 at September 30, 2002
(working capital deficiency of $6,484,812 at September 30, 2001).
As a start-up company, which continues to strive for
profitability, our main source of funds has been, and will
continue to be, the sale of equity capital until we manage to
reach a cash flow positive position.

"We currently generate monthly revenues of approximately $80,000,
of which $40,000 relates to recurring revenues from the use of our
Network. We believe that cash on hand and recurring revenues will
be sufficient to support our operating expenditures for a period
of approximately four months, without any revenue growth. We
anticipate accessing the equity markets for additional funding
depending on actual sales and resulting cash flow during this
period. Should our revenue not grow during the next 12 months we
would be required to raise approximately $1,800,000 to sustain our
current level of operations for this period.

"We have yet to generate sufficient revenues to cover our
operating expenses. Accordingly, if we are unable to generate
positive cash flow from operations or continue to raise funds, we
may be required to either limit, curtail, cease or stop
operations. In the event that we cease or stop operations,
shareholders could lose their entire investment."


RELIANCE INSURANCE: Liquidator Objects to Disclosure Statement
--------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of  
Pennsylvania, as Liquidator of Reliance Insurance Company,
complains that the Disclosure Statement filed by the Official
Unsecured Bank Committee for Reliance Financial Services
Corporation does not contain sufficient and adequate information
on the appropriate safeguarding and retention of the RFSC Books
and Records.

Michael Z. Brownstein, Esq., at Blank Rome, in New York City,
reminds the Court that the Liquidator is participating in complex
legal matters with RFSC, including the RIC D&O Action and the PA
Settlement Agreement.  Additionally, the Liquidator is involved
in an investigation by the United States Department of Justice
through the U.S. Attorney's Office in Philadelphia, of the pre-
bankruptcy activities of RFSC, RIC and Reliance Group Holdings,
Inc.  There are hundreds of millions of dollars and potential
criminal and civil liabilities at stake in the Pending Litigation
and Investigations.

Insurance companies like RFSC are highly complex and heavily
regulated, necessitating the maintenance of voluminous books,
records and other documents that detail the operations.  
According to Mr. Brownstein, the RFSC documents relating to the
Pending Litigation and Investigations will heavily influence the
disposition of the Pending Litigation and Investigations.  
Therefore, the Liquidator wants to make sure that RFSC's Books
and Records will be preserved and protected.

Mr. Brownstein says that RFSC has a duty to maintain its Books
and Records to enable the parties to the Pending Litigation and
Investigations full and fair access to this information.  
However, the Plan gives the Reorganized RFSC's CEO discretion to
discard the Books and Records.  The Plan provides that:

     "After the Effective Date and as soon as the disposition of
     the books and records of the Reorganized Debtor shall be
     legally feasible, the CEO will seek to dispose of such
     books and records."

This Plan provision is wholly insufficient to protect the Books
and Records.  The Plan should be amended to provide that the CEO
may not discard any of the Books and Records unless:

      (i) there is adequate notice to all parties-in-interest;
          and

     (ii) the Bankruptcy Court holds a hearing to determine
          whether disposal is reasonable and appropriate.

Furthermore, Mr. Brownstein insists that the Plan should contain
a specific provision to enable the Bankruptcy Court to retain
post-confirmation jurisdiction over this issue.

The Liquidator asks Judge Gonzalez to deny approval of the
Disclosure Statement unless the Plan is amended to reflect the
suggested changes.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RESOLUTION SPECIALTY: S&P Rates Proposed Sr. Secured Loan at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Houston, Texas-based Resolution Specialty
Materials LLC.

At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating and a recovery rating of '3' to the
company's proposed $145 million senior secured credit facilities,
based on preliminary terms and conditions. The senior secured bank
loan rating is the same as the corporate credit rating; this and
the '3' recovery rating indicate the expectation of a meaningful
(50% to 80%) recovery of principal in the event of default.

The outlook is stable. The proceeds from the transaction will be
used in part to finance the acquisition of the Resins, Inks and
Monomers division of Eastman Chemical Co. (BBB/Negative/A-3) by
Apollo Management L.P. Pro forma for the transaction, total debt,
including $50 million of holding company notes, will be about $167
million.

The ratings on Resolution Specialty Materials incorporate the
company's below-average business profile as a global manufacturer
of resins and inks.

"The business segments have experienced diminished profitability
measures over the past few years due to integration difficulties
at Eastman, as well as a weak global economy. These negative
developments are partially offset by the company's solid market
positions in niche markets, good geographic sales and
manufacturing diversity, a diverse composition of raw materials,
and a manageable level of initial debt leverage," said Standard
& Poor's credit analyst Franco DiMartino.

With annual revenues approaching $700 million, Resolution is a
leading global producer of resins (73% of sales) and inks (27% of
sales) for use in a variety of industries and end-markets. The
resins segment manufactures materials for the coatings,
composites, acrylics, and textiles industries. Representative
products include alkyds, copolymers, polyurethanes, polyester
resins, acrylic emulsions, powder resins and curing agents, and
other specialty resins. The inks segment manufactures specialty
polymers for the graphics arts industry and provides a variety
of products used in inks for printing bags, wrappers, and cartons.
Inks' products enable printing presses to run at higher speeds and
offer better performance characteristics such as gloss,
brightness, and scratch resistance.

While both divisions operate in mature, regional markets with
growth in line with economic expansion, the resins business is
somewhat dependent on demand in the paint and coatings industry,
while the inks business is dependent on growth in demand for
consumer goods and the general health of the advertising industry.


RFC CDO I: S&P Assigns BB Rating To $9.45 Million Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RFC CDO
I Ltd.'s $289.85 million notes.

RFC CDO I Ltd. is a CDO backed primarily by a static pool of ABS.

The ratings are based on the following:

     -- Adequate credit support provided in the form of
        subordination and excess spread;

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

     -- Characteristics of the underlying collateral pool,
        consisting primarily of RMBS;

     -- The manager's experience in the RMBS/ABS market;

     -- Hedge agreements entered into with an appropriately rated
        counterparty to mitigate the interest rate risk created by
        having certain fixed-rate assets in the collateral pool
        and having floating-rate liabilities;

     -- Scenario default rates of 22.13% for the class A notes,
        16.96% for the class B notes, 13.95% for the class C
        notes, 10.04% for the class D notes, and 5.05% for the
        class E notes; and break-even loss rates of 26.48% for the
        class A notes, 23.88% for the class B notes, 16.47% for
        the class C notes, 13.67% for the class D notes, and 6.55%
        for the class E notes;

     -- Weighted average rating of 'BBB+';

     -- Weighted average maturity for the portfolio of
        6.943 years;

     -- S&P default measure of 0.44%;

     -- S&P variability measure of 1.30%;

     -- S&P correlation measure of 2.08; and

     -- Rated overcollateralization of 117.23% for the class
        A notes, 114.16% for the class B notes, 109.08% for the
        class C notes, 106.00% for the class D notes, and 104.70%
        for the class E notes.
   
                         Ratings Assigned
                          RFC CDO I Ltd.
   
          Class            Rating        Amount (mil. $)
          A                AAA                    226.80
          B-1              AA                      22.50
          B-2              AA                       2.00
          C                A                       16.20
          D                BBB                     12.90
          E                BB                       9.45


SEQUOIA MORTGAGE: Fitch Assigns Low-B Ratings To Classes B-4 & B-5
------------------------------------------------------------------
Sequoia Mortgage Trust 2004-6 mortgage pass-through certificates,
classes A-1, A-2, A-3-A, A-3-B, X-A, X-B, and A-R ($885,687,100)
are rated 'AAA' by Fitch. In addition, Fitch rates class B-1
($15,725,000) 'AA', class B-2 ($9,250,000) 'A', class B-3
($5,550,000) 'BBB', class B-4 ($2,313,000) 'BB', and class B-5
($2,313,000) 'B'. The class B-6 certificates are not rated by
Fitch.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 1.70% class B-1, the 1.00% class B-
2, the 0.60% class B-3, the 0.25% privately offered class B-4, the
0.25% privately offered class B-5, and the 0.45% privately offered
class B-6 certificates. The ratings on the class B-1, B-2, B-3, B-
4, and B-5 certificates are based on their respective
subordination.

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. The ratings also reflect
the quality of the mortgage collateral, the capabilities of Wells
Fargo Bank, National Association, as master servicer (rated 'RMS1'
by Fitch), and Fitch's confidence in the integrity of the legal
and financial structure of the transaction.

The trust consists of three cross-collateralized groups of
adjustable-rate mortgage loans, designated as pool 1 loans, pool 2
loans, and pool 3 loans, with an aggregate principal balance of
$925,004,685.

The pool 1 loans consist of 1,610 fully amortizing 25- and 30-year
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties, with an aggregate principal
balance of $522,196,156 and a weighted average principal balance
of $324,345. All of the loans have interest-only terms of either
five or 10 years, with principal and interest payments beginning
thereafter and adjusting semi-annually based on the six-month
LIBOR rate plus a margin. Approximately 67.75% and 14.08% of the
mortgage loans in pool 1 were originated by GreenPoint Mortgage
Funding, Inc. and Morgan Stanley Dean Witter Credit Corporation,
respectively. The remainder of the loans was originated by various
mortgage lending institutions. The pool 1 mortgage loans have a
weighted average original loan-to-value ratio (OLTV) of 70.04% and
a weighted average FICO of 732. Second home and investor-occupied
properties constitute 6.24% and 1.13%, respectively. The states
with the largest concentration of mortgage loans are California
(34.57%), Florida (8.81%), and Arizona (6.16%). All other states
represent less than 5% of the pool 1 balance as of the cut-off
date.

The pool 2 loans consist of 551 fully amortizing 25- and 30-year
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties, with an aggregate principal
balance of $193,993,154 and a weighted average principal balance
of $352,075. All of the loans have interest-only terms of either
five or 10 years, with principal and interest payments beginning
thereafter and adjusting monthly based on the one-month LIBOR rate
plus a margin (69.38% of the loan pool) or semi-annually based on
the six-month LIBOR rate plus a margin (30.62% of the loan pool).
Approximately 61.17% and 27.50% of the mortgage loans in pool 2
were originated by GreenPoint Mortgage Funding, Inc. and Morgan
Stanley Dean Witter Credit Corporation. The remainder of the loans
was originated by various mortgage lending institutions. The pool
2 mortgage loans have a weighted average OLTV of 70.41% and a
weighted average FICO of 738. Rate/term refinance and cash-out
refinance loans represent 33.50% and 34.22% of the loan pool,
respectively. Second home and investor-occupied properties
constitute 8.33% and 3.20%, respectively. The states with the
largest concentration of mortgage loans are California (28.20%),
Florida (12.02%), and Washington (8.82%). All other states
represent less than 5% of the pool 2 balance as of the cut-off
date.

The pool 3 loans consist of 663 fully amortizing 25- and 30-year
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties, with an aggregate principal
balance of $208,878,766 and a weighted average principal balance
of $315,051. All of the loans have interest-only terms of either
five or 10 years, with principal and interest payments beginning
thereafter and adjusting semi-annually based on the six-month
LIBOR rate plus a margin. Approximately 68.12%, 12.94%, and 10.32%
of the mortgage loans in pool 3 were originated by GreenPoint
Mortgage Funding, Inc., Morgan Stanley Dean Witter Credit
Corporation, and Countrywide Home Loans, Inc., respectively. The
remainder of the loans was originated by various mortgage-lending
institutions. The pool 3 mortgage loans have a weighted average
OLTV of 70.47% and a weighted average FICO of 733. Rate/term
refinance and cash-out refinance loans represent 37.16% and 28.82%
of the loan pool, respectively. Second home and investor-occupied
properties constitute 6.21% and 1.74%, respectively. The states
with the largest concentration of mortgage loans are California
(32.89%), Florida (8.59%), and Arizona (6.88%). All other states
represent less than 5% of the pool 3 balance as of the cut-off
date.

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate-holders. For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits. HSBC Bank USA will act
as trustee.


SK GLOBAL AMERICA: Plan's Classification And Treatment Of Claims
----------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, the
Liquidation Plan classifies claims against and equity interests
in the SK Global Debtor under 10 classes:

Class   Description          Recovery Under the Plan
-----   ------------         -----------------------
N/A    Administrative       Paid in full, in Cash
        Claims
                             Estimated amount of Allowed Claims
                             not to exceed $4 million

N/A    Priority Tax         Holder will receive a Distribution
        Claims               on account of the Allowed Claim:

                             -- in Cash, in full; or

                             -- in other amounts and on other
                                terms as may be agreed on by the
                                holder and the Debtor, or as
                                permitted by statute.

                             Estimated amount of Allowed Claims
                             not to exceed $1.5 million

1      Priority Non-Tax     Paid in full in Cash
        Claims
                             Estimated amount of Allowed Claims
                             will not exceed $100,000

                             Unimpaired, deemed to accept

2      Cho Hung Senior      In full and complete satisfaction of
        Secured Claims       the Claims, including, but not
                             limited to, interest, fees,
                             expenses, Cho Hung will receive
                             $88,993,908 in Cash on the Effective
                             Date, plus interest at the
                             contractual non-default rate for the
                             period commencing on the Petition
                             Date through and including the
                             Effective Date of the Plan.

                             Any interest paid before the
                             Effective Date by SK Networks to Cho
                             Hung will be reimbursed in Cash by
                             the Debtor directly to SK Networks
                             on the Effective Date.

                             Unimpaired, deemed to accept

3      KEB Junior Secured   In full and complete satisfaction of
        Claims               the Claims, KEB will receive
                             aggregate Cash payments equal
                             to $55,119,837, payable in three
                             equal installments for $18,373,279
                             each on July 31, 2004, September 30,
                             2004 and December 31, 2004.

                             Any installment payments made by SK
                             Networks on the Debtor's behalf will
                             be reimbursed in Cash by the Debtor
                             or the Creditor Trustee directly to
                             SK Networks on the later of:

                             -- the Effective Date; and

                             -- the date that the installment
                                payment is made.

                             The first installment payment due on
                             July 31, 2004 will be made by the
                             Debtor or SK Networks, with the two
                             remaining installments paid by the
                             Debtor, SK Networks, or the Creditor
                             Trust.

                             The payments due KEB under the Plan
                             on account of the KEB Junior Secured
                             Claims will be guaranteed by SK
                             Networks.

                             Impaired, entitled to vote

4      General Unsecured    Holder will receive Cash equal to
        Claims               100% of the Allowed amount of the
                             Claim.

                             Estimated amount of Allowed Claims
                             will not exceed $5 million

                             Impaired, entitled to vote

5      FRN Unsecured        In full settlement, release and
        Claims               discharge of their Class 5 Claims,
                             as soon as practicable after the
                             later of the Effective Date and the
                             date on which the final installment
                             of the Distribution on the Allowed
                             KEB Junior Secured Claims is either
                             made pursuant to the Plan or set
                             aside in the KEB Account, the
                             holders of Allowed FRN Unsecured
                             Claims will receive periodic
                             Distributions from the Creditor
                             Trust, on a pari passu basis, as the
                             holders of other Unsecured
                             Liquidating Trust Claims, in an
                             aggregate amount of up to 100% of
                             the Allowed FRN Unsecured Claims.

                             Estimated amount of Allowed Claims
                             will not exceed $71 million

                             Impaired, entitled to vote

6      Unsecured Bank       In full settlement, release and
        Claims               discharge of their Class 6 Claims,
                             as soon as practicable after the
                             later of the Effective Date and the
                             date on which the final installment
                             of the Distribution on the Allowed
                             KEB Junior Secured Claims is either
                             made pursuant to the Plan or set
                             aside in the KEB Account, the
                             holder will receive periodic
                             Distributions from the Creditor
                             Trust, on a pari passu basis, as the
                             holder of other Unsecured
                             Liquidating Trust Claims, in an
                             aggregate amount of up to 100% of
                             the Allowed Unsecured Bank Claims.

                             Allowed Claims estimated at $347.2
                             million, consisting of:

                             * $153.3 million in Allowed Foreign
                               Unsecured Banks Claims; and

                             * $193.9 million in Allowed Korean
                               Unsecured Bank Claims.

                             Impaired, entitled to vote

7      SK Group Trade       In full settlement, release and
        Claims               discharge of their Class 7 Claims,
                             as soon as practicable after the
                             later of the Effective Date and the
                             date on which the final installment
                             of the Distribution on the Allowed
                             KEB Junior Secured Claims is either
                             made pursuant to the Plan or set
                             aside in the KEB Account, each
                             holder will receive periodic
                             Distributions from the Creditor
                             Trust, on a pari passu basis, as
                             the holder of other Unsecured
                             Liquidating Trust Claims, in an
                             aggregate amount of up to 100% of
                             the Allowed SK Group Trade Claims.

                             Estimated amount of Allowed Claims
                             not exceed $441 million

                             Impaired, entitled to vote

8      SKN Trade Claims     In full settlement, release and
                             discharge of their Class 8 Claims,
                             as soon as practicable after the
                             later of the Effective Date and the
                             date on which the final installment
                             of the Distribution on the Allowed
                             KEB Junior Secured Claims is either
                             made pursuant to the Plan or set
                             aside in the KEB Account, each
                             holder will receive periodic
                             Distributions from the Liquidating
                             Creditor Trust, on a pari passu
                             basis, as the holder of other
                             Unsecured Liquidating Trust Claims,
                             in an aggregate amount up to 100% of
                             the Allowed SKN Trade Claims.

                             Estimated amount of Allowed Claims
                             not exceed $1.21 billion

                             Impaired, entitled to vote

9      SKN Affiliate        No Distribution
        Trade Claims
                             Holders of SKN Affiliate Trade,
                             however, will not be prejudiced
                             or limited with respect to any legal
                             rights any holder may have to
                             recover the amount of its Allowed
                             Claim against an obligation due and
                             owing to the Debtor.

                             Estimated amount of Allowed Claims
                             not exceed $558 million

                             Impaired, deemed to reject

10     Equity Interests     No Distribution

                             All Class 10 Equity Interests will
                             be deemed cancelled, null and void
                             and of no force and effect without
                             further act or action under any
                             applicable law, regulation, order,
                             rule or agreement.

                             Impaired, deemed to reject

KEB asserts $77.4 million in Secured Claims against the Debtor.  
The Debtor and KEB agree to compromise and settle certain
disputes regarding KEB's Secured Claims and fix the Allowed KEB
Junior Secured Claims at $55,119,837.  KEB will have no other
Claims against the Debtor.  The Debtor will also release and
discharge KEB from Liabilities arising from or relating to
Avoidance Actions or Causes of Action.

The Debtor believes that the classification of Claims and Equity
Interests is appropriate and consistent with applicable law. (SK
Global Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SKILLED HEALTHCARE: S&P Assigns 'B' Corporate & Bank Loan Ratings  
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to nursing home operator Skilled Healthcare Group
Inc. At the same time, Standard & Poor's assigned its 'B' bank
loan rating and its recovery rating of '3' to the company's
proposed $175 million senior secured first-lien credit facility
due in 2010, and assigned its 'CCC+' senior secured debt rating
and its recovery rating of '5' to the company's proposed
$85 million senior secured second-lien term loan due in 2010.

The 'B' rated senior secured first-lien credit facility is rated
the same as the corporate credit rating; this and the '3' recovery
rating indicate that the lenders can expect meaningful (50%-80%)
but not full recovery of principal in the event of default. The
secured second-lien debt is rated 'CCC+', two notches below the
'B' corporate credit rating. The '5' recovery rating indicates
that the lenders can expect negligible (0-25%) recovery of
principal in the event of default.

The outlook is positive. The company will use the proceeds from
the senior secured loans to refinance existing debt. Pro forma for
the transaction, debt outstanding will be $225 million.
    
"The low speculative-grade ratings on Skilled Healthcare Group
reflect the risks associated with the company's concentration in
two difficult states, and its operation in a tough business that
has suffered reimbursement cuts and increased insurance costs,"
said Standard & Poor's credit analyst David Peknay. The company
emerged from bankruptcy in August 2003 and was previously known as
Fountain View Inc.

Foothill Ranch, California-based Skilled Healthcare is the owner,
operator, and manager of 49 nursing homes and five assisted-living
facilities in California and Texas. The company also provides
rehabilitation therapy services to its own facilities as well as
other facilities. It also has two institutional pharmacies in
California and another one in Texas. The company focuses on
providing sub-acute services to patients with more medically
complex needs than those in a typical nursing home. By affiliating
with hospitals and physicians, Skilled Healthcare seeks to attract
those patients that require its facilities' higher level of
services. Baylor Healthcare System in Dallas, Texas, and St.
Joseph's Hospital in Orange County, California are currently its
two key affiliations.

The company is improving its payor mix by increasing Medicare and
managed care business and by attempting to increase its below-
industry occupancy rate of about 85% by focusing on admissions
from hospitals.

Nevertheless, although the company enjoys economies of scale and
strong local market positions in its two states, there are many
risks. Medicaid is the source of about 40% of the company's
revenues, however, reimbursement for the program in both
California and Texas is subject to adverse rate trends. Texas
lowered these payments by 2.5% in 2003, and California's ongoing
financial difficulties could lead to rate cuts in future years.
Medicare, its recent rate increases notwithstanding, has a
history of cutting rates and did so as recently as September 2002.
Another cut is possible in 2006 if the payment system for nursing
homes is revised. Such changes in reimbursement could materially
hurt Skilled Healthcare's financial results.

As a small company in a limited number of markets, the company
could also be hurt by weak trends in managed care in its key
markets. In addition, the company is more subject to adverse
shifts in economic and political trends than a larger, more
diversified company would be.


SLS INTERNATIONAL: Accountants Cite Going Concern Uncertainty
-------------------------------------------------------------
SLS International Inc. has suffered losses from operations during
the three months ended March 31, 2004 and the years ended December
31, 2003, 2002, and 2001. Its cash position may be inadequate to
pay all of the costs associated with establishing a market for
sales of its loudspeakers. Management intends to use borrowings
and security sales to mitigate the effects of its cash position,
however no assurance can be given that debt or equity financing,
if and when required, will be available.

On March 31, 2004, the Company's current assets exceeded current
liabilities by $3,435,620, compared to an excess of current assets
over current liabilities of $1,945,227, on December 31, 2003.
Total assets exceeded total liabilities by $3,786,615, compared to
an excess of total liabilities over total assets of $2,249,489 on
December 31, 2003. The increased working capital was primarily due
to the sale of 143,500 shares of Series B Preferred Stock for net
proceeds of $2,561,250 in the first quarter of 2004. In addition
to funding operations, the proceeds from such sales of stock
allowed SLS to increase cash by $1,209,656, increase inventory by
$258,068, increase net fixed assets by $45,920, and decrease
accounts payable by $53,483. On March 31, 2004, the Company had a
backlog of orders of approximately $50,000.

However, SLS International has experienced operating losses and
negative cash flows from operating activities in all recent years.
The losses have been incurred due to the development time and
costs in bringing its products through engineering and to the
marketplace. The report of its accountants contains an explanatory
paragraph indicating that these factors raise substantial doubt
about SLS' ability to continue as a going concern.


SMTC CORPORATION: Appoints Jane Todd as Chief Financial Officer
---------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSX: SMX), announced the
appointment of Jane M. A. Todd as Senior Vice President
Finance, Chief Financial Officer effective July 5th, 2004.

Ms. Todd brings extensive financial management experience having
previously served as Vice-President and Chief Financial Officer of
Agility Recovery Solutions, Vice-President of Finance with Dell
Computer Corporation's Canadian subsidiary as well as senior
financial positions at Beamscope Canada Inc. and Abitibi-
Consolidated Inc. Ms. Todd holds BBA and MBA degrees and has a
Chartered Accountant designation.

"Jane Todd brings a relevant business and financial background to
SMTC. We are delighted that she is joining our senior management
team," stated John Caldwell, Chair, President and Chief Executive
Officer. "Jane will play an important role in assisting SMTC
through its transformation to future growth."

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market System under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. Visit SMTC's web site
http://www.smtc.com/for more information about the Company.

                         *   *   *

As reported in the Troubled Company Reporter's April 8, 2004
edition, SMTC Corporation (Nasdaq: SMTX, TSX: SMX), filed its
annual report on Form 10-K with the United States Securities and
Exchange Commission on March 30, 2004. In response to a recent
Nasdaq requirement, SMTC announced that the Auditors' Report,
included in the Company's Annual Report on Form 10-K, included an
unqualified audit opinion with an explanatory paragraph related to
uncertainties about the Company's ability to continue as a going
concern, based upon the Company's historical financial performance
and the classification of its long-term debt as a current
liability at December 31, 2003, due to its maturity on
October 1, 2004.


SOLUTIA: Wants to Extend Exclusive Plan Filing Period to Oct. 12
----------------------------------------------------------------
Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, tells Judge Beatty that during the first six months of the
Debtors' Chapter 11 cases, the Solutia, Inc. Debtors focused on
creating a business environment conducive to productive and
constructive negotiations with respect to a Chapter 11 plan.  
After six months of work, the building blocks for those
negotiations are moving into place and the Debtors believe that
discussions can now begin in earnest.  Significant progress has
been made in the last six months with respect to three critical
areas:

     (i) stabilization of the Debtors' businesses and development
         of their business plan;

    (ii) productive discussions with creditor and equity
         constituencies; and

   (iii) progress toward clarifying issues and positions in
         connection with challenging legal issues and litigation
         areas.

However, Mr. Reilly states that there is much left to do and
while the Debtors believe that the parties are poised to begin
plan negotiations, it would be impossible in light of the
complexity of the Chapter 11 cases to conclude those negotiations
in time to finalize and confirm a reorganization plan within the
current exclusive periods.

Accordingly, the Debtors ask the Court to further extend their
exclusive period to file a reorganization plan to October 12,
2004 and their exclusive period to solicit acceptances of that
plan to December 11, 2004.

                    Debtors' Businesses Stabilize

The Debtors believe that they have taken important steps toward
preserving and maximizing the value of their business
enterprises.  Work in that area undoubtedly must continue as the
Debtors take the necessary steps to achieve their business plan.
However, much as been accomplished to date:

    * The Debtors have stabilized their businesses and
      substantially eliminated or mitigated the negative effects
      of their Chapter 11 filing on the businesses.  Most
      recently, the Debtors worked with their creditor and equity
      constituencies to negotiate and implement an employee
      retention and incentive plan that should stem employee
      losses related to the difficulty of working in a Chapter 11
      environment.  The stabilization of the Debtors' businesses
      frees their management and other parties-in-interest to
      focus on maximizing the value of the businesses and
      determine how that value should be distributed to
      stakeholders;

    * The Debtors have developed, with the Official Committee of
      Unsecured Creditors' input, an overall business plan that
      contemplates significant cost reductions as a means of
      improving the performance and viability of the Debtors'
      businesses.  The Debtors have already taken key steps toward
      implementing the business plan, including rejecting
      unprofitable contracts with creditors like E. I. du Pont de
      Nemours and Company, Calpine Central, L.P., Calpine Power
      Services Company and Decatur Energy Center, L.P., and
      preparing to close their chlorobenzene business.  The
      Debtors and their advisors continue to work hard toward
      identifying and implementing additional cost savings
      measures; and

    * In early May 2004, the Debtors announced that, with the
      Creditors Committee's consent, they made significant changes
      to restructure Solutia, Inc.'s senior management team.  The
      Debtors believe that the new leaders of Solutia, and the
      focus that they will bring to bear on the reorganization
      process, will provide a strong foundation for execution of
      the business plan and the successful development of a
      reorganization plan.

        Discussions With Creditor and Equity Constituencies

According to Mr. Reilly, an important development in the past six
months with respect to the Debtors' ability to develop and
negotiate a successful reorganization plan is that all of the
constituencies have been identified and are acquiring the
necessary background information about the Debtors' businesses
and their financial condition.  In addition to the Creditors
Committee, an official committee of retirees and an official
committee of equity security holders have been formed and all of
the committees have retained professional advisors.  Much has
been accomplished to prepare all parties for plan negotiations:

    * In addition to having reviewed the business plan, the
      Creditors Committee and its professionals are developing a
      thorough understanding of the Debtors' businesses and
      industries, and of the various forms of legacy liabilities
      that the Debtors face.  Creditors Committee members,
      together with advisors, are on the verge of concluding a
      series of tours of the Debtors' plants during which they
      have met with key members of the Debtors' operating
      management team.  The on-site visits and interactions
      heightened their understanding of the manufacturing process,
      the complex guest-host relationships at the Debtors'
      facilities, and the work necessary to implement the next
      steps of the business plan.  In addition, the Debtors
      created a "virtual data room" in which important documents
      and financial information can be made available quickly and
      efficiently to the Creditors Committee;

    * Representatives of Monsanto Company participated in the
      Creditors Committee's plant visits and other meetings with
      the Debtors' management and have been given access to the
      virtual data room, so that this important constituent can
      begin plan negotiations with a base of knowledge in common
      with that of other parties; and

    * The Retiree Committee and Equity Committee are currently in
      the process of gaining the necessary core knowledge about
      the Debtors' businesses and financial condition.  In recent
      weeks, the Debtors have met with representatives of both of
      those committees, and each has begun using the virtual data
      room to gather information.  Furthermore, the Debtors
      scheduled a meeting with the Retiree Committee and Equity
      Committee at which time the management team will formally
      present the business plan and engage in a question-and-
      answer session.

                  Clarification and Stabilization
                      of Litigation Positions

Mr. Reilly relates that the Debtors' Chapter 11 cases will need
some manner of resolution of complex legal questions, including
challenging questions related to the interface between the
Bankruptcy Code, on the one hand, and ERISA and federal and state
environmental laws, on the other hand.  To date, the Debtors and
other parties pursued a dual-track strategy of litigation and
negotiation with respect to several of these complex issues.
That dual-track strategy appears to have created opportunities
for the parties to pursue discussions toward a reorganization
plan.  Specifically:

    * The Debtors and the Environmental Protection Agency
      have entered into a stipulation that clarifies and limits
      the scope of discussion among them with respect to what
      environmental obligations must be performed during the
      Chapter 11 cases and, ultimately, which obligations are
      dischargeable under a reorganization plan;

    * Solutia, the EPA and Monsanto developed a working
      understanding with respect to division of responsibility for
      continuing environmental remediation efforts for various
      properties, which currently allows for an effective
      standstill that can allow plan negotiations to go forward;

    * Solutia, Monsanto, Pharmacia Corporation, the Creditors
      Committee and the Retiree Committee entered into a 45-day
      standstill agreement with respect to litigation among those
      parties to attempt to resolve the significant issues through
      negotiation rather than litigation; and

    * The briefing conducted in the pending litigation, together
      with informal analysis presented by the parties out of
      court, has begun to clarify the parties' positions on
      complex litigation issues so that negotiations can proceed
      from a more informed base.

                             Next Steps

Although the Debtors are pleased with the recent progress in
their Chapter 11 cases, the work to be done and the complexity of
the issues that they face will preclude them from being able to
formulate a workable Chapter 11 plan in the short term.  The
Debtors have identified a short list of next steps aimed
ultimately to negotiation and proposal to the Court of a Chapter
11 plan:

    (a) continuing to implement and refine the Debtors' business
        plan, including using the tools of bankruptcy to reduce or
        eliminate operating liabilities and improve cash flows;

    (b) identifying and quantifying the Debtors' potential
        liabilities, including considering the best way to proceed
        toward an effective and appropriate discharge of those
        liabilities by establishing procedures for identifying and
        handling claims in the Debtors' cases;

    (c) in the near term, developing and proposing to key
        constituencies a "straw man plan" that could form the
        basis for further plan discussions;

    (d) evaluating the potential for asset sales;

    (e) continuing to work toward stabilizing the Debtors' pension
        plan so as to avoid a distressed termination of that plan;
        and

    (f) working toward a valuation of the Debtors' domestic and
        foreign businesses.

The Debtors have been working diligently toward completing these
steps, and anticipate significant further work and progress in
these areas.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPEEDWAY MOTORSPORTS: S&P Rates $100M Senior Sub. Notes At B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Speedway Motorsports Inc.'s Rule 144A offering of $100 million
6.75% senior subordinated notes due 2013. The offering is an
addition to the company's 2003 $230 million senior subordinated
notes issue.

Also, Standard & Poor's affirmed its ratings on the Concord, North
Carolina-based motorsports facilities owner and operator,
including its 'BB' corporate credit rating. The rating outlook
remains positive.

"Upgrade potential would hinge on the company's ability to
favorably renegotiate or extend its lucrative broadcasting
contracts, which rights holders can opt out of at the end of
2006," said Standard & Poor's credit analyst Hal Diamond. "Over
the intermediate term, we expect that the company will pursue
acquisitions of additional tracks if the opportunity arises, which
could result in a temporary increase in debt leverage."


TENET: Raises $68 Million from Brownsville Medical Center Sale
--------------------------------------------------------------
Tenet Healthcare Corporation (NYSE: THC) announced that a company
subsidiary has completed the sale of Brownsville Medical Center in
Brownsville, Texas, to an affiliate of Valley Baptist Health
System.

Gross proceeds to Tenet from the sale are estimated at
$82 million, which includes approximately $67 million from the
sale of property, plant and equipment and approximately $15
million from the liquidation of certain working capital items. Net
after-tax proceeds are expected to be approximately $68 million.
The company expects to use the proceeds of the sale for general
corporate purposes.

Brownsville Medical Center is a 243-bed hospital that has provided
quality medical and health care services to the Brownsville
community since 1923. Valley Baptist, a nonprofit health system
based in nearby Harlingen, Texas, is one of the largest integrated
health systems in South Texas with 613 licensed acute care beds
and approximately 2,100 employees. Valley Baptist has served the
Harlingen area and the Rio Grande Valley community since 1925.

Under the agreement, Valley Baptist has committed to offer
employment to substantially all Brownsville Medical Center
employees in good standing.

Brownsville Medical Center is one of 27 hospitals Tenet announced
it was divesting on Jan. 28, 2004. In addition to Brownsville
Medical Center, the 27 hospitals consist of 19 in California, two
in Louisiana, three in Massachusetts and two in Missouri.
Negotiations for the sale of 25 of the remaining hospitals are
ongoing. One of the California hospitals, a leased facility, is
being returned to the hospital district that owns it.

                     About the Company

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates acute care hospitals and related health care services.
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service. Tenet can be found on the World Wide Web at
http://www.tenethealth.com/

                     *   *   *

As reported in the Troubled Company Reporter's June 21, 2004
edition, Standard & Poor's Ratings Services said that the ratings
and outlook on Tenet Healthcare Corp. (B/Negative/--) will not be
affected by an increase in the size of the company's new senior
unsecured note issue due in 2014, to $1 billion from $500 million.
Tenet used $450 million of the proceeds to repay debt due in
2006 and 2007, and the balance will be retained in cash reserves.
Despite the additional debt and interest costs, Standard & Poor's
considers the additional liquidity provided by the cash, as well
as the effective extension of maturities, to be offsetting
factors. The ratings already consider expectations of weak
operating performance and cash flow over the next year while the
negative outlook incorporates the risk of ongoing litigation and
investigations related to the hospital chain's operations.


UGS PLM: Completes D-Cubed, Ltd., Acquisition
---------------------------------------------
UGS, a leading global provider of product lifecycle management  
software and services, announced the closing of its transaction to
acquire D-Cubed, Ltd., a Cambridge, England-based supplier of
embedded technology used by many of the world's leading
computer-aided design, manufacturing and engineering analysis
application developers.

Several prominent PLM industry analysts have hailed the strategic
acquisition as a strong sign of UGS' commitment to invest in its
growth while maintaining its leadership in providing open
solutions to the PLM industry.  A sample of industry reaction is
shown below with a more complete list at
http://www.ugs.com/products/open/d_cubed/quotes.shtml/
    
     -- "In its first investment since becoming an independent
        company, UGS has continued the quest to own the underlying
        technology components that are common across multiple CAD
        vendors.  With the strategy, UGS can push for openness in
        collaborative design while benefiting from licensing the
        technology foundation that supports the openness
        strategy."
    
     -- "UGS kicked off its new-found independence with the
        acquisition of D-Cubed, sending a powerful message that it
        plans to become the magnet for the world's leading PLM
        technologies," said Charles Foundyller, CEO, Daratech,
        Inc.  "The combination of Parasolid, JT Open, PLM Vis,
        PLM XML, and now D-Cubed, enables UGS to make a compelling
        argument that it is indeed a one-stop shop for robust PLM
        component technology."
    
     -- "Besides bringing yet another world-class technology into
        the UGS component portfolio, the D-Cubed acquisition
        signals UGS' new owners are committed to investing in both
        near- and long-term goals," said Bruce Jenkins, senior
        analyst and managing partner, Spar Point Research, LLC.  
        "D-Cubed stands to gain added market reach, while UGS
        is positioned to integrate constraint management with its
        visualization and other component offerings in ways that
        enable new levels of intelligent 3D data sharing."
    
UGS announced its intention to acquire D-Cubed --
http://www.d-cubed.co.uk/-- on June 8 and run the company as a  
wholly-owned subsidiary.  

"The closing of this transaction furthers our efforts to promote
open solutions throughout our industry and represents a major
milestone in UGS' PLM Open strategy and business model," said
Bruce Feldt, vice president of Open Tools for UGS.  "The addition
of the D-Cubed team to UGS and the D-Cubed suite of component
software to our family of PLM Components strengthens UGS'
position as the PLM industry's principal supplier of state-of-the-
art component software technology."
    
                        About UGS

UGS is a leading global provider of product lifecycle management
software and services with more than 3 million licensed seats and
42,000 clients worldwide.  The company promotes openness and
standardization and works collaboratively with its clients in
creating enterprise solutions enabling them to transform their
process of innovation and thus begin to capture the value of PLM.  
For more information on UGS products and services, visit
http://www.ugs.com/

                         *     *     *

As previously reported in the Trouble Company reporter, May 3,
2004 issue, Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to Plano, Texas-based UGS PLM Solutions
Inc., and a 'B-' subordinated debt rating to the company's $550
million senior subordinated notes due 2012. At the same time,
Standard & Poor's assigned its 'B+' bank loan rating and a
recovery rating of '3' to UGS PLM Solutions Inc.'s $625 million
senior secured credit facility, reflecting expectations for
meaningful (50%-80%) recovery of principal in a default or
bankruptcy scenario. The secured credit facility consists of a
$125 million revolving credit facility due 2010 and $500 million
term loan facility due 2011. The outlook is stable.


UNITED AIRLINES: Files Third Reorganization Status Report
---------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, reports that
the United Airlines Inc. Debtors have continued making solid
progress in their restructuring efforts and in narrowing the
issues that need to be addressed prior to their exit from
bankruptcy.  However, there are still hurdles that must be
surmounted and issues that remain unresolved.

Booking growth on Ted flights continues to match or exceed
capacity additions, filing 86% of its seats in the first three
months of operation.

Fuel prices continue to challenge the Debtors.  Prices have come
off their record highs, but are still significantly higher than
last year.  In response, the Debtors are implementing a range of
activities to safely and strategically conserve fuel, including
the limited use of various fuel hedging strategies.

The Debtors have resolved 525 of the 600 executory contracts with
counterparties holding the largest prepetition trade claims.  The
Debtors have made progress with a small number of the 75
counterparties holding the largest remaining trade claims and are
working on draft term sheet to restructure the contracts.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UNITY WIRELESS: May Liquidate Assets if Unable to Raise Funds
-------------------------------------------------------------
Unity Wireless Corporation's financial statements have been
prepared on the going concern basis under which an entity is
considered to be able to realize its assets and satisfy its
liabilities in the ordinary course of business. The Company's
operations to date have been primarily financed by borrowing and
equity transactions. Its future operations are dependent upon the
identification and successful completion of additional long-term
or permanent equity financing, the continued support of creditors
and stockholders, and, ultimately, the achievement of profitable
operations. There can be no assurances that the Company will be
successful. If it is not, the Company will be required to reduce
operations or liquidate assets. Management will continue to
evaluate projected expenditures relative to available cash and to
seek additional means of financing in order to satisfy working
capital and other cash requirements.

The auditors' report on the audited consolidated financial
statements for the fiscal year ended December 31, 2003 contained
in the 10-KSB filed on March 29, 2004, includes an explanatory
paragraph that states that as Unity Wireless has suffered
recurring losses from operations, substantial doubt exists about
its ability to continue as a going concern.

During the three month period ended March 31, 2004, the Company's
cash position decreased. The primary use of cash was for its
continued operations. The Company is currently in various stages
of discussion with suppliers regarding extended payment terms for
their respective outstanding March 31, 2004 accounts payable
balances.

Management indicates that the Company's capital requirements are
difficult to plan in light of its current strategy to expand its
customer base and to develop new products and technologies. Its
operations to date have been primarily financed by sales of its
equity securities. As of March 31, 2004, the working capital
deficit was $42,827. The Company's operations presently are
generating negative cash flow, and management does not expect
positive cash flow from operations in the near term. The ability
to continue as a going concern is dependent upon obtaining further
financing, successful and sufficient market acceptance of the
Company's current products and any new product offerings that it
may introduce, the continuing successful development of its
products and related technologies, and, finally, achieving a
profitable level of operations. The issuance of additional equity
securities by Unity Wireless could result in a significant
dilution in the equity interests of its current stockholders.
Obtaining commercial loans, assuming those loans would be
available, will increase the Company's liabilities and future cash
commitments.


UNIVERSAL HOSPITAL: Rex Clevenger Joins Company as SVP & CFO
------------------------------------------------------------
Universal Hospital Services, Inc., announced that Rex Clevenger
has joined the company as its Senior Vice President & Chief
Financial Officer.

"We are excited to have Rex join our management team," said Gary
Blackford, President and CEO of UHS. "He has hit the ground
running already. Bringing a financial executive with Rex's talent
and experience is a key milestone on our path to transforming UHS
from a market leading equipment rental company, to the premier
medical equipment lifecycle services company in the country. Rex
will do great things here."

Mr. Clevenger brings over 25 years of financial operations and
capital markets experience to UHS. Prior to joining UHS, he had
extensive capital attraction, corporate finance and planning roles
as Senior Vice President, Finance for Reliant Resources, Inc.
(NYSE:RRI) in Houston, and with privately held Koch Industries in
Wichita and Singapore. Rex also worked in commercial and
investment banking roles in Houston and New York, and as a CPA for
Arthur Andersen. He is a graduate of the University of Missouri
and holds a Bachelor of Science degree in Business Administration.

         About Universal Hospital Services, Inc.

Universal Hospital Services, Inc. is the leading medical equipment
lifecycle services company in the country, offering comprehensive
solutions that maximize utilization, increase productivity and
support optimal patient care resulting in capital and operational
efficiencies. Based in Bloomington, Minnesota, Universal Hospital
Services currently operates through 71 district offices and 13
regional service centers, serving customers in all 50 states and
the District of Columbia.

At March 31, 2004, Universal Hospital Services, Inc.'s balance
sheet reflects a stockholders' deficit of $88,588,000 compared to
a deficit of $89,903,000 at December 31, 2003.


US ESCROW FINANCIAL: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: US Escrow Financial Services, LLC
        6886 South Yosemite Street, Suite 200
        Centennial, Colorado 80112

Bankruptcy Case No.: 04-23785

Type of Business: The Debtor provides full-service accounts
                  receivable management, including accounts
                  receivable financing, billing, credit reports
                  and through a wholly owned subsidiary
                  commercial collection services.
                  See http://www.factoring.net/

Chapter 11 Petition Date: June 25, 2004

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
G.L. Bryan Investments, Inc.               $825,726
6886 South Yosemite Street, Suite 230
Centennial, CO 80112

Dex Media, Inc.                                $763

EON Office Products                            $233

Check Processing Services, Inc.                $205

Home Depot Credit Services, Inc.                $51

Experian                                        $41

Blasti Express, Inc.                            $15


USG CORP: U.S. Gypsum Wants Restraining Order Against WFD Partners
------------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that United States Gypsum
Company operates a manufacturing facility in Aliquippa,
Pennsylvania, that employs around 160 individuals.  The Aliquippa
Facility is one of U.S. Gypsum's primary revenue-producing
assets.  The primary product manufactured there is Gypsum
Wallboard.  An equivalent of 130 truckloads of Gypsum Wallboard
is manufactured at the Facility on a daily basis.

To operate, the Aliquippa Facility requires a continuous source
of electrical power.  If electric power becomes unavailable for
any reason, the Aliquippa Facility will be shut down.  To secure
a continuous source of electric power for the Aliquippa Facility,
U.S. Gypsum entered into an Electric Power Line Lease Agreement
with J&L Structural, Inc., dated as of December 27, 1999.

Pursuant to the J&L Lease, U.S. Gypsum obtained from J&L the
right to exclusively use a 69 KV transmission line and related
equipment adjacent to U.S. Gypsum's Aliquippa Facility for 99
years.  Circuit No. 2 is connected with Duquesne Light Company's
transmission system through the Hopewell Substation, which is
located in the proximity of the Aliquippa Facility.

Other than the Duquesne Transmission System, there is no other
available electric power source for the Aliquippa Facility.  The
J&L Lease reflects this reality in that it could not be
terminated by J&L except with a two-year written notice of
termination.  The two-year termination requirement is crucial to
allow U.S. Gypsum adequate time to develop an alternative power
source before its use of Circuit No. 2 is ceased.

Recognizing the importance of a continuous flow of electric power
to the Aliquippa Facility, J&L agreed that it would take no
action to impinge on or diminish U.S. Gypsum's exclusive right to
use Circuit No. 2.  J&L also agreed that it would not sell
Circuit No. 2 without U.S. Gypsum's written consent.  Moreover,
the parties agree that as long as U.S. Gypsum continue to use
Circuit No. 2 and any related facilities, prior to any attempt by
J&L to abandon them, J&L would allow U.S. Gypsum to purchase any
equipment proposed for abandonment.  The J&L Lease also provides
that U.S. Gypsum would pay scrap value minus transaction costs
for any equipment purchased.

On June 30, 2000, J&L filed a voluntary petition for bankruptcy
under Chapter 11 of the Bankruptcy Code in the United States
Court for the Western District of Pennsylvania.  J&L's bankruptcy
case was dismissed on August 20, 2002, and was reinstated and
converted to a Chapter 7 bankruptcy on December 31, 2002.

After its entry into bankruptcy, J&L did not exercise dominion
over Circuit No. 2.  J&L did not demand the annual lease payments
due under the J&L Lease for calendar years 2001 or 2003.  J&L
also did not properly maintain Circuit No. 2 as required.  As a
result, U.S. Gypsum incurred and paid maintenance costs related
to Circuit No. 2, a portion of which should have been J&L's
responsibility.  J&L effectively abandoned Circuit No. 2
triggering U.S. Gypsum's rights under the J&L Lease.

U.S. Gypsum appeared in J&L's bankruptcy to protect and enforce
its rights under the J&L Lease.  Pursuant to correspondence dated
June 12, 2003, the counsel for U.S. Gypsum advised the counsel
for J&L and its Trustee that U.S. Gypsum was invoking its rights
under the J&L Lease and that U.S. Gypsum stood ready to purchase
Circuit No. 2 for scrap value minus transaction costs.  Neither
the J&L Trustee nor J&L responded to U.S. Gypsum's
correspondence.

On October 30, 2003, J&L's Trustee entered into an Asset Purchase
Agreement with AES Realty, LLC, pursuant to which AES purchased
certain assets of J&L's bankruptcy estate.  The J&L Trustee did
not seek U.S. Gypsum's consent of the sale, in violation of the
J&L Lease.

Pursuant to the Asset Purchase Agreement, AES specifically agreed
to purchase the assets subject to U.S. Gypsum's rights, claims
and interest.  Both the J&L Trustee and AES explicitly recognized
in the Asset Purchase Agreement the validity and enforceability
of U.S. Gypsum's claims to possession and use of Circuit No. 2
and, therefore, the essential nature of power transmission to the
Aliquippa Facility.

AES subsequently assigned all its right and interest in the Asset
Purchase Agreement to WFD Partners, L.P., a Pennsylvania limited
partnership.  Thereafter, U.S. Gypsum negotiated with WFD
regarding the extension of the lease and U.S. Gypsum's continued
use of and ability to purchase Circuit No. 2.  Through these
negotiations, WFD recognized U.S. Gypsum's enforceable rights to
the continued use of Circuit No. 2, and WFD is well aware of the
importance of a continuous flow of power to the Aliquippa
Facility.

Despite its ongoing negotiations with U.S. Gypsum, WFD recently
intimated that it had the ability to immediately terminate all
power supplied to the Aliquippa Facility.  The implication was
that WFD might shut off power to the Aliquippa Facility with no
prior notice or with inadequate notice that U.S. Gypsum would not
have adequate time to develop an alternative power source before
the power supply through Circuit No. 2 was shut off.  Because of
the negotiations, U.S. Gypsum has had no reason to pursue
development of an alternative electric power source, which would
take between one to two years.

If power is shut off, the Aliquippa Facility will become
immediately inoperable.  This will directly and adversely impact
the value of a primary revenue-producing asset of U.S. Gypsum's
estate, and will directly and adversely impact the persons
employed at the Aliquippa Facility, as well as create a
potentially hazardous environment for the employees.

In violation of Section 362 of the Bankruptcy Code, WFD filed a
replevin action before the United States District Court for the
Western District of Pennsylvania to compel U.S. Gypsum to cease
using Circuit No. 2.  However, according to Mr. DeFranceschi, the
resolution of U.S. Gypsum's property interest in Circuit No. 2 is
an issue for the Bankruptcy Court to resolve.

Accordingly, U.S. Gypsum asks Judge Fitzgerald:

   (a) to direct WFD to take no efforts to shut off or in any way
       adversely impact the flow of electric power to the
       Aliquippa Facility;

   (b) to declare that it has an enforceable property interest in
       Circuit No. 2 that entitles it to continued possession and
       use of Circuit No. 2 at least through the remainder of the
       99-year term of the J&L Lease, subject to termination only
       by two years written notice; or, in the alternative

   (c) for permission to purchase Circuit No. 2 for scrap value
       minus transactional costs.

To prevent WFD from carrying through on its threat to immediately
terminate power to the Aliquippa Facility, U.S. Gypsum also asks
the Bankruptcy Court to grant temporary, preliminary and
permanent injunction directing WFD not to terminate or in any way
interfere with U.S. Gypsum's continued use of Circuit No. 2.

Mr. DeFranceschi believes that U.S. Gypsum has a reasonable
probability of success in the Action.  U.S. Gypsum has an
enforceable property interest in Circuit No. 2 that was not
extinguished by any orders entered in J&L's bankruptcy
proceeding.  Moreover, the termination of power to the Aliquippa
Facility will cause an immediate shut-down and U.S. Gypsum will
be irreparably harmed, which cannot be fully compensated through
an award of monetary damages.  In addition, under Section 366,
WFD is acting as a utility with respect to the Aliquippa
Facility, and therefore cannot terminate the flow of electric
power to the Aliquippa Facility.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones, Day, Reavis & Pogue represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $3,252,000,000 in assets and
$2,739,000,000 in debts. (USG Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UTI CORPORATION: Acquires MedSource Technologies for $230 Million
-----------------------------------------------------------------
UTI Corporation announced that it has completed the acquisition of
Minneapolis-based MedSource Technologies, Inc. (Nasdaq: MEDT),
making the new organization the largest design, engineering and
contract manufacturing company serving the medical device market.

The acquisition, which was announced in April 2004, has an
aggregate transaction value of approximately $230 million,
including net debt. Under the agreement, the MedSource common
stockholders will receive $7.10 per share in cash.

"The acquisition of MedSource will enable us to redefine order
fulfillment and accelerate the delivery of innovation to the
market place, helping our customers grow and improve processes
across many aspects of their business," said Ron Sparks, President
and CEO of UTI. "With our comprehensive services and capabilities,
we now have the infrastructure in place to bring the highest
quality service and efficiency to our customers."

UTI Corporation, whose lead equity sponsor is KRG Capital
Partners, LLC, received new equity financing from DLJ Merchant
Banking Partners, part of the family of funds of CSFB Private
Equity, the global private equity arm of Credit Suisse First
Boston's Alternative Capital Division. UTI will remain privately
held.

"Combining UTI and MedSource establishes a dynamic new force of
excellence in a market that has long been characterized by
smaller, fragmented service providers," said Bruce Rogers, Co-
founder and Managing Director of KRG Capital and Chairman of UTI
Corporation. "Leveraging the talents and capabilities of both
organizations now provides customers one organization that can
fulfill everything from raw materials, engineering design and
prototyping, to manufacturing, packaging and complete supply chain
management."

Andy Rush, Managing Director of DLJ Merchant Banking Partners
added, "We are confident in the decision to align ourselves with
UTI and are encouraged by the enthusiasm and interest surrounding
this acquisition."

UTI serves the medical device market with a comprehensive
portfolio including: design and engineering services, precision
component fabrication, finished device assembly and complete
supply chain management.

UTI provides a wide variety of finished goods and components in
its target markets: cardiovascular, endoscopy and orthopedics.
Examples include stents, stent tubing, endoscopic devices,
endoscopic instruments, orthopedic replacement joints, plates,
screws and fixation devices. In addition UTI offers, engineering
services including, rapid prototyping, raw materials consulting
and alloy design. UTI customers typically benefit from a
significant reduction in cost of goods sold while increasing
productivity, capacity, quality and overall customer service
levels.

The newly combined entity will soon be announcing its new
corporate name and logo. Also underway is a restructuring of its
operating divisions to better align with key customers in target
markets: cardiovascular, endoscopy and orthopedics. The commitment
to these three areas will allow the company to focus on customers'
specific needs and address the various special needs of these
sectors as efficiently as possible.

"Now that the acquisition is complete, we can continue to fulfill
our strategic intent which is: As ranked by our customers, to be
the world's best order fulfillment and design organization to the
medical device industry," Sparks said.

           About UTI Corporation

UTI serves the medical device market with full service: design and
engineering services, precision component fabrication, finished
device assembly and complete supply chain management. UTI can help
speed new products to market and manage complete product lines,
allowing companies to refocus internal resources more efficiently.
The company's design center provides clients with rapid
prototyping and engineering support. In addition, UTI now offers a
comprehensive portfolio of applied technologies and manufacturing
solutions, with particular expertise in state-of-the-art
fabrication, plastic/metallic injection molding, forging, polymer
and plastic extrusion, precision machining and alloy design. UTI
is a Class III/PMA- experienced manufacturer and is equipped to
manage projects from assembly to direct-to-inventory finished
goods. For more information, visit http://www.uticorporation.com/

                     *   *   *

As reported in the Troubled Company Reporter's June 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to medical-device contract manufacturer
UTI Corp. It also assigned its 'B+' bank loan rating and '3'
recovery rating to UTI's proposed $40 million senior secured five-
year revolving credit facility due in 2009 and to a $174 million
senior secured six-year bank term amortizing loan B due in 2010.
In addition, Standard & Poor's assigned its 'B-' debt rating to
UTI's proposed $190 million senior subordinated notes due in 2014.

Proceeds from these financings are expected to be used to fund the
company's net-of-cash $230 million acquisition of medical device
maker MedSource Technologies Inc., to refinance existing debt, and
to fund a minor dividend to one of UTI's two financial sponsors.
Both the bank debt and the subordinated notes will be issued by
Medical Device Manufacturing Inc., a wholly owned subsidiary of
the parent holding company and guarantor, UTI. Pro forma for the
proposed debt, the Collegeville, Penn.-based UTI will have about
$364 million of debt outstanding.

The outlook is positive.


VIVENDI: Completes Tender Offer to Purchase High Yield Notes
------------------------------------------------------------
Vivendi Universal (Paris Bourse: EX FP; NYSE: V) announced the
successful completion of its tender offer to purchase high yield
notes in an aggregate cash consideration of approximately
EUR2.3 billion.

Initially planned for EUR1 billion, the amount of this transaction
was hence more than doubled in view of the favourable response by
noteholders.

The 9.50% high yield notes denominated in euros and the 9.25% high
yield notes denominated in dollars, issued by Vivendi Universal on
April 8, 2003, were tendered at approximately 90% and 99%
respectively. The 6.25% high yield notes denominated in euros and
dollars, issued by Vivendi Universal on July 10, 2003, were
tendered at approximately 43% and 90%, respectively.

Vivendi Universal is pleased with the success of this offer, which
is a further step in the group's financial restructuring and which
should provide significant savings in financing expense.

               About Vivendi Universal Games  
  
Headquartered in Los Angeles, VU Games (S&P, BB Long-Term and B  
Short-Term Corporate Credit Ratings, Positive) is a leading
global developer, publisher and distributor of multi-platform
interactive entertainment. Its development studios and publishing
labels include Blizzard Entertainment, Sierra Entertainment, Fox  
Interactive and Massive Entertainment. VU Games' library of over  
700 titles features multi-million unit selling properties such as  
Warcraft, StarCraft and Diablo from Blizzard; Crash Bandicoot,  
Spyro The Dragon, Ground Control, Tribes and Leisure Suit Larry.


WEIRTON STEEL: Obtains Nod To Assume & Assign GE Capital Leases
---------------------------------------------------------------
The Weirton Steel Corporation Debtors sought and obtained the
Court's authority to assume various equipment leases with General
Electric Capital Corporation, and assign these Leases to ISG
Weirton, Inc., as assignee, pursuant to the terms of an Assumption
and Assignment Agreement between the Debtors, GE Capital and ISG
Weirton, dated May 17, 2004.

According to James H. Joseph, Esq., at McGuireWoods, LLP, in
Pittsburgh, Pennsylvania, the Debtors will benefit from this
arrangement because ISG Weirton will:

   -- pay all cure amounts owed to GE Capital pursuant to the
      Leases; and

   -- assume all other obligations as set forth in the Assignment
      Agreement so that the Debtors will not have any liability
      to GE Capital on account of the Leases.

Specifically, pursuant to the Assignment Agreement:

   (1) Certain of the Leases which had expired will be deemed  
       extended and renewed, commencing on May 17, 2004 and
       continuing to and until December 31, 2006;

   (2) The Debtors will be deemed to have assumed the Leases and
       all obligations owed to GE Capital under the Original
       Lease Documents, as modified, as well as to have assigned
       the Leases and all of its obligations under the Original
       Lease Documents, as modified, to ISG Weirton; and

   (3) GE Capital will be deemed to have consented to the
       Debtors' assumption of the Leases pursuant to Section 365
       of the Bankruptcy Code, and the assignment of the Leases
       and all of the Debtors' obligations under the Original
       Lease Documents, as modified, to ISG Weirton.

ISG Weirton will tender to GE Capital $258,130 as initial
payment, consisting of $96,130 as cure amount in delinquent lease
payments due to GE Capital under the Original Lease Documents as
of May 17, 2004, as well as $162,000 as additional payment.  On
GE Capital's receipt of the Initial Payment, the Debtors will be
released from all further obligations to GE Capital under the
Original Lease Documents.

GE Capital will not have any claim against the Debtors arising
out of the Debtors' obligations or defaults under the Leases
prior to May 17, 2004.  Furthermore, GE Capital will be deemed to
have waived and released any claims it may have against the
Debtors arising out of or related to the Leases, as well as any
claim related to or arising under or in connection with the
Leases filed against the Debtors or listed by the Debtors in
their Schedules of Liabilities.

Likewise, the Debtors will be deemed to have waived any claims
they may have against GE Capital related to or arising under or
in connection with the Leases, any payments made to GE Capital,
or any conduct in which GE Capital engaged in connection with the
Leases. (Weirton Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WESTPOINT: Gets Green Light to Assume Lease Plan Vehicle Contracts
------------------------------------------------------------------
Before its Bankruptcy Petition Date, West Point-Pepperell, Inc.,
as predecessor-in-interest to WestPoint Stevens, Inc., entered
into a Vehicle Lease Agreement dated November 25, 1992 with Lease
Plan U.S.A., Inc., to facilitate the leasing of vehicles necessary
to the Debtors' business operations.  The Debtors utilize the
Vehicles to transport both personnel and products between various
locations within their operations.

The Debtors and Lease Plan entered into various lease schedules
pursuant to the Master Lease.  The Schedules govern the leasing
of individual Vehicles and set out specific details like the term
of the specific individual lease, rental rate, and other
provisions.  As of the Petition Date, the Debtors were party to
various Schedules for the lease of 128 Vehicles.  The Debtors'
current rental obligations under the Master Lease and Schedules
total about $40,000 per month, with individual Schedules expiring
at various times over the next 50 months.

To ensure that the Vehicles remain in good working condition, the
Debtors also entered into a Fleet Management Services Agreement
with Lease Plan to provide scheduled maintenance of the Vehicles,
as well as fuel cards, management reports, accident management
programs, daily replacement programs, repairs, and replacement
parts as needed.  The Debtors' obligations under the Maintenance
Agreements total $18,500 per month.

The Vehicles play a crucial role in the efficient operation of
the Debtors' businesses.  The Vehicles are used both as executive
cars for the transportation of the Debtors' management and sales
force throughout the diverse offices and plants, and as facility
automobiles used for internal transport of raw materials and
products.

Absent the Vehicles, the Debtors would incur significant
additional costs associated with the purchase and service of
automobiles as well as the higher costs of reimbursement to
management and salespeople.  Because of the importance of the
Vehicles to the Debtors' operations, the Debtors would need to
lease new Vehicles as the need arises.

After the Petition Date, Lease Plan advised the Debtors that no
new lines of credit would be available for new leases or trade-
ins of older models unless the Debtors agree to assume the
Contracts.  Faced with the inability to continue to lease new
Vehicles, the Debtors conducted an exhaustive search to find
possible alternatives to Lease Plan.  The Debtors were unable to
identify any alternative equipment lessor who would be able to
provide terms more favorable than those contained in the Lease
Plan Contracts.

The Debtors engaged in extensive, arm's-length negotiations with
Lease Plan to ensure their ability to continue to lease new
Vehicles pursuant to the Contracts.  The Debtors and Lease Plan
agreed that, subsequent to assuming the Contracts, Lease Plan
will open the Debtors' credit line to allow the leasing of an
additional 25 vehicles until April 30, 2005.  In exchange, the
Debtors will assume the Contracts on slightly modified terms,
which Lease Plan insisted are necessary to remain competitive in
the leasing market.  The modified terms for the Contracts
include:

   (a) an increase in the spread from 30-day LIBOR plus 0.35% to
       30-day LIBOR plus 2.00%;

   (b) an increase in the monthly administrative fee from 0.055%
       to 0.075%; and

   (c) a shortening of the maximum depreciation from 50 to 45
       months.

The Debtors believe that notwithstanding the modifications to the
rates, the Contracts continue to provide the best opportunity for
them to continue leasing the Vehicles.

Accordingly, the Debtors sought and obtained the Court's
authority to assume the Contracts, as amended.

Pursuant to Section 365(b) of the Bankruptcy Code, the Debtors
are obligated to cure any prepetition amounts outstanding prior
to the assumption of any executory contract.  As the Debtors
continue to remain current on all of their leases with Lease
Plan, no outstanding amounts are owed under the Contracts.  Thus,
the assumption of the Contracts will not result in any cure
costs. (WestPoint Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WISER OIL: Redeeming 9-1/2% Senior Sub. Notes Through July 30
-------------------------------------------------------------
The Wiser Oil Company (NYSE:WZR) announced it has called for
redemption of all of the outstanding 9-1/2 % Senior Subordinated
Notes due 2007 at a redemption price of 101.583% of the principal
amount of the notes, plus interest on the notes through July 30,
2004, the date of the redemption of the notes.

On June 30, 2004, Forest Oil Corporation (NYSE:FST) announced that
it completed the merger of a wholly-owned subsidiary of Forest
into Wiser and, as a result of the merger, Wiser is a wholly-owned
subsidiary of Forest.

A notice of redemption is being sent by JPMorgan Chase Bank, the
successor trustee for the notes, to all registered holders of the
notes. Copies of the notice of redemption and additional
information relating to the procedures for redemption may be
obtained from JPMorgan Chase by calling 1-800-275-2048.

The Wiser Oil Company is a Dallas based independent energy company
engaged in the acquisition, development and production of oil and
natural gas in the United States and Canada.

                     *   *   *

As reported in the Troubled Company Reporter's May 20, 2004
edition, Standard & Poor's Ratings Services lowered the corporate
credit ratings on independent oil and gas exploration and
production company Wiser Oil Co. to 'B-' from 'B' following a
review of recent financial and business results. The outlook
remains negative.

"The negative rating action reflects the failure by Wiser to stem  
the erosion of its reserves (down 10% over the past three years),  
adequately improve its cost structure ($5.40 as of Dec. 31, 2003),  
and improve liquidity despite record hydrocarbon prices," noted  
Standard & Poor's credit analyst Paul B. Harvey.


WORLDCOM INC: Covad Presses For $2,667,311 Cure Payment
-------------------------------------------------------
Covad Communications Company has an executory contract with the
Worldcom Inc. Debtors for communication services Covad provided to
Debtor UUNET Technologies, Inc.  Pursuant to the Debtors' Plan,
the Debtors assumed all leases and executory contracts other than
those enumerated on certain schedules to the Plan.  The Covad
Contract was not included in the Schedules.  Therefore, the Covad
Contract was deemed assumed pursuant to the Plan.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht, & Tunnell, in
Wilmington, Delaware, recounts that the Plan provides for the
Debtors to cure all undisputed defaults under assumed executory
contracts without delay.  Hence, Mr. Dehney contends, the Debtors
need to pay $2,667,311 plus attorneys' fees to Covad to cure the
default under the Covad Contract.

The Debtors have not responded to Covad's requests for cure
payment nor have they disputed the Cure Amount.

Hence, Covad asks the Court to compel the Debtors to immediately
pay, in full, the Cure Amount pursuant to Section 365(b)(1)(A) of
the Bankruptcy Code.

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)  


WORLDSPAN: S&P Affirms B+ Corporate Rating & Removes CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and its other ratings on Worldspan L.P. and removed
them from CreditWatch, where they placed on April 5, 2005. The
outlook is stable.

"The ratings affirmation is due to the company's announcement that
it has indefinitely postponed its previously announced initial
public offering of common stock because of market conditions,"
said Standard & Poor's credit analyst Betsy Snyder. "Proceeds of
the IPO, expected to amount to approximately $645 million, were to
be used to reduce debt and redeem preferred stock."

At the same time, ratings on the company's proposed new $225
million credit facility were withdrawn, since funding from that
facility was contingent upon Worldspan's receipt of at least $645
million in gross proceeds from the IPO.

Worldspan is the leading processor of GDS transactions for on-line
travel agencies. A GDS is a computerized system that is used by
suppliers of travel and travel-related products and services to
sell their services either through the suppliers themselves or
through travel agencies.

Despite the seasonality and cyclicality, on-line travel bookings
are expected to continue to grow due to travelers' growing ease
using the Internet and the lower fees associated with these
transactions.

Standard and Poor's expects that Worldspan's internally generated
funds, expected to exceed $100 million a year, should be
sufficient to repay its debt obligations and to fund capital
spending.


XELAN INC: Case Summary & 60 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Xelan Inc.
             401 West A Street, Suite 2210
             San Diego, California 92101

Bankruptcy Case No.: 04-05832

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Xelan Insurance Services, Inc./            04-05833
      Pyramidal Funding
      Xelan Financial Planning, Inc.             04-05834
      Xelan Pension Services, Inc.               04-05835

Type of Business: The Debtor provides asset protection, offshore
                  accounting, and investment services for
                  doctors.  See http://www.xelan.com/

Chapter 11 Petition Date: June 30, 2004

Court: Southern District of California (San Diego)

Debtors' Counsel: Martin A. Eliopulos, Esq.
                  Higgs, Fletcher & Mack LLP
                  401 West A Street, Suite 2600
                  San Diego, CA 92101
                  Tel: 619-236-1551

                                 Total Assets    Total Debts
                                 ------------    -----------
Xelan Inc.                         $2,329,081     $5,976,158
Xelan Insurance Services, Inc./    $4,727,268     $3,314,166
Pyramidal Funding
Xelan Financial Planning, Inc.             $0             $0
Xelan Pension Services, Inc.         $640,422       $112,175

A. Xelan Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Xelan Insurance Services      Trade payable           $3,414,195
401 West A Street
San Diego, CA 92101

Xelan of Texas                Trade payable             $633,476
401 W A St.
San Diego, CA 92101

Unimarc, Ltd.                 Huff Judgment             $552,342
c/o James D. Rohde
105 N Redwood Dr., Ste. 110
San Rafael, CA 94903

Xelan Pensions Services       Trade payable             $333,537
401 West A Street
San Diego, CA 92101

Royal Maccabees               Judgment creditor         $225,000

Chicoine & Hallett P.S.       Trade payable             $145,595

Anderson Direct               Trade payable             $102,762

Post Kirby Noonan & Sweat     Trade payable              $93,958
LLP

Xelan Administrative          Trade payable              $83,643
Services

Skadden, Arps, Slate,         Trade payable              $59,447
Meagher & Flom LLP

Wyndham Emerald Plaza Hotel   Trade payable              $45,086

Century Park Capital          Trade payable              $41,000
Partners

Womble Carlyle Sandridge      Trade payable              $27,136
& Rice

Neyenesch Printers, Inc.      Trade payable              $17,498

Sierra Programming, Inc.      Trade payable              $15,000

Planet Post                   Trade payable              $12,816

McDermott, Will & Emery       Trade payable              $12,615

Blatchford, Ltd.              Trade payable              $12,500

Conner & Winters, P.C.        Trade payable              $10,780

Reassure America Life         Trade payable               $8,878
Insurance Company

B. Xelan Insurance Services' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Xelan Investment Services     Trade Payable           $2,474,192
401 West A Street
San Diego, CA 92101

Indianapolis Life Ins. Co.    secured by renewed        $480,000
Attn: Linda Starnes           account agency
P.O. Box 14590
Des Moines, IA 50306-3590

Indianapolis Life Ins. Co.    Commission payable        $138,504
                              to Indianapolis Life
                              as of 4/30/04.

Viatical Liquidity LLC        Commission withheld       $126,241
                              From Financial
                              Counselor due to
                              Viatical Liquidity
                              LLC

Xelan Administrative          Trade Payable              $52,377
Services

Devens, Nakano, Saito,        Legal Services             $37,381
Lee, Wong & Ching

Patricia De La Torre          Employee vacation pay       $3,765

Sonya Siqueira                Employee Vacation             $940
                              Pay

Angelica Tachiquin            Employee Vacation Pay         $450

Form-Craft Business Systems   Trade Payable                 $172

Copy Graphix                  Trade Payable                  $75

SBC                           Trade Payable                  $69

A. Coldwell Assoc., Inc.      Financial Counselor-       Unknown
                              Earned but unpaid
                              commissions due
                              under financial
                              counselor contract

ABG Consulting Inc.           Financial Counselor-       Unknown
                              Earned but unpaid
                              commissions due
                              under financial
                              counselor contract

ALS II Inc.                   Financial Counselor-       Unknown
                              Earned but unpaid
                              commissions due
                              under financial
                              counselor contract

Actuarial Consulting Group,   Financial Counselor-       Unknown
Inc.                          Earned but unpaid
                              commissions due
                              under financial
                              counselor contract

Allen Jr., Stephen            Financial Counselor-       Unknown
                              Earned but unpaid
                              commissions due
                              under financial
                              counselor contract

Anderson, Eric                Financial Counselor-       Unknown
                              Earned but unpaid
                              commissions due
                              under financial
                              counselor contract

Andrew F. Mytinger            Financial Counselor-       Unknown
                              Earned but unpaid
                              commissions due
                              under financial
                              counselor contract

Arthur Lee Smith              Financial Counselor-       Unknown
                              Earned but unpaid
                              commissions due
                              under financial
                              counselor contract

C. Xelan Pension Services' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Xelan Investment Services     Trade Payable              $44,966

Xelan Pensions Services       Trade Payable              $40,000

Xelan Administrative          Trade Payable              $13,150
Services

SunGard Corbel, Inc.          Trade Payable               $4,782

George Taylor                 Trade Payable               $2,050

Larry Deutsch Enterprises     Trade Payable               $2,000

Sheffler Consulting           Trade Payable               $1,611
Actuaries

Coast Consultants             Trade Payable               $1,247

Cole Office Products, Inc.    Trade Payable                 $791

Minolta Business Solutions    Trade Payable                 $643

Precision Printing & Copying  Trade Payable                 $460

Xelan Economic Association    Trade Payable                 $275

MBS, a Konica Minolta         Trade Payable                 $200
Business

Accountemps                   Trade Payable              Unknown

BenefitsLink.com, Inc.        Trade Payable              Unknown

CCC Communications            Trade Payable              Unknown

CDW Direct, LLC               Trade Payable              Unknown

Conexis                       Trade Payable              Unknown

Copy Graphix, LLC             Trade Payable              Unknown

Danka Office Imaging, Inc.    Trade Payable              Unknown


* BOOK REVIEW: American Economic History
----------------------------------------
Author:     Seymour E. Harris, editor
Publisher:  Beard Books
Softcover:  560 pages
List Price: $34.95

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/158798136X/internetbankrupt

Review by Gail Owens Hoelscher

A classic text on a fascinating topic by a host of notable authors
is again in print. American Economic History is a collection of 15
studies of the economic development of the United States from
about 1800 to the late 1950s, written by 20 prominent and diverse
20th century thinkers. The authors show America to be, in the
words of contributor Arthur Schlesinger, Jr., ". . . a compact
example of the growth of an underdeveloped country into a great
and rich industrial state."  

The chapters are divided into four topics: major issues, policy
issues, determinants of income, and regional growth. The section
on major issues includes an compelling discussion by Mr.
Schlesinger called "Ideas and the Economic Process." In it, he
claims that the contribution to our unprecedented growth by the
"unfettered individual," the "genius" personage of the American
businessman, has been exaggerated, while the roles of public
policy and the influx of ideas and capital from abroad have been
diminished. Mr. Schlesinger concludes that "(t)he ability to
change one's mind (which is easier in a society in which people
have the freedom to think, inquire and speculate) turns out, in
the last analysis, to be the secret of American economic growth,
without which resources, population, climate and the other
favoring factors would have been of no avail." To complete this
section, Alfred H. Conrad discusses income growth and structural
change over time, and Peter B. Kenan undertook a statistical
survey of growth in population, transportation, output, wealth,
and industry.

The second part deals with policy. J. G. Gurley and E. S. Shaw
discuss the history of U.S. monetary policy, concluding that  "the
failure to manufacture enough money may bring on recession and
stultify economic growth, (but) it is also clear . that merely
manufacturing money is not enough." Mr. Harris devotes a chapter
to fiscal policy, defined as an attempt "to adapt tax, spending,
and debt policies to the needs of the economy." He agrees with
Herbert Hoover, in that "when the private economy was foundering,
it was the task of the government to increase the total amount of
purchasing power at the disposal of the people," and the "medicine
for recession was to cut taxes and increase the total amount of
spending." Asher Achinstein chronicles economic fluctuations in
the U.S., and Douglass C. North the role of the U.S. in the
international economy. G. A. Lincoln, W. Y. Smith, and J. B. Durst
recount the effects of war and defense on the economy.

Part Three deals with determinants of income. In it are thorough
discussions of population and immigration (Elizabeth W. Gilboy and
Edgar M. Hoover); patterns of employment (Stanley Lebergott);
natural resource policies ( Joseph L. Fisher and Donald J.
Patton); transportation (Merton J. Peck); trade unionism and
collective bargaining (Lloyd Ulman); and agriculture (John D.
Black).  The writers discuss the historic linkages between and
among population growth, construction, and transportation growth.
Messrs. Fisher and Patton lament the lack of serious effort to
conserve resources until the first quarter of the 20th century.
Professor Ulman concludes that collective bargaining contributed
much to the growth of fringe benefits. Professor Black charts the
decline in relative importance of the agricultural sector. The
book ends with a chapter on regional income trends, 1840-1950, by
Richard A. Easterlin.

Seymour E. Harris (1897-1974), earned undergraduate and doctoral
degrees from Harvard University. He was chairman of the Department
of Economics at Harvard and the University of California, San
Diego. Advisor to numerous government officials, he was editor of
the Review of Economics and Statistics from 1943 to 1964 and
associate editor of the Quarterly Journal of Economics from 1947
to 1974.


                           *********

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
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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
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liabilities that may never materialize.  The prices at which
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related conferences are encouraged. Send announcements to
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Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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

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

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

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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                *** End of Transmission ***