TCR_Public/040707.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 7, 2004, Vol. 8, No. 138

                           Headlines

ADELPHIA COMMS: Asks Court to Approve New Employee Programs
AIR CANADA: Reports Positive Outlook For 2004 And 2005
ARCADIA PARTNERS: Voluntary Chapter 11 Case Summary
ASTRON RESOURCES: TSX Continues Cease Trade Pending Clarification
BESTNET: Board Agrees to Split Units Into Underlying Securities

BUCHANAN AUTO: Case Summary & 4 Largest Unsecured Creditors
CAREMARK RX: Receives Civil Investigative Demands from Washington
CASCADES INC: Becomes Sole Owner of Greenfield SAS in France
CHAPARRAL: NRL and Nelson Resources Disclose 63% Equity Stake
CHAS COAL: U.S. Trustee Names 3-Member Creditors' Committee

COEUR D'ALENE: Appoints 2 Senior Execs to Lead South Am. Projects
CONSOLIDATED CARE: TSX Halts Shares Trading at Company's Request
DAN RIVER INC: Court Establishes August 10 Claims Bar Date
DAS INT'L: Secures Extension Until July 28 to File Schedules
DELTA AIR: Elects Karl J. Krapek and Kenneth B. Woodrow to Board

DEVELOPERS DIVERSIFIED: Releasing Q2 2004 Results on July 29
ENCAPSULATION SYSTEMS: IP Assets To Be Auctioned on July 9
ENRON BROADBAND: Wants Court Nod on FTV Settlement Agreements
ENRON NORTH AMERICA: Proposes Loan Sale Bidding Procedures
ENVIRONMENTAL LAND: Has Until July 15 to File Bankruptcy Schedules

FLEMING COS: Systems 2000 Agrees to Pay $684K to Resolve Dispute
FUN-4-ALL: Gets OK to Hire Esanu Katsky as Bankruptcy Attorneys
HAYES LEMMERZ: HLI Trust Settles 30 Avoidance Claims For $655,200
INT'L TRUST: Taps Loyola for Shareholder Communication Services
IVACO INC: Court Sets August 6 As Last Day to File Proofs of Claim

JILLIAN'S ENTERTAINMENT: Hiring Falls & Co., as PR Consultants
KAISER ALUMINUM: Wants To Sell QAL For At Least $525,000,000
KAUPPI OIL ENTERPRISES: Case Summary & 15 Unsecured Creditors
KIEL BROS OIL: Section 341(a) Meeting Slated for July 26, 2004
KITCHEN ETC: Hires ADA as Disposition and Wind-Down Consultants

KITCHEN ETC: Appoints CPT Group as Claims and Balloting Agent
KMART CORP: Continental Properties Wants To Amend Damage Claims
LEMONTONIC INC: Revises Equity Financing Agreement With Wellington
LEMONTONIC INC: Signs Exclusive Advertising Pact with Toronto.com
LES BOUTIQUES: Amends CCAA Plan of Compromise and Arrangement

MERITAGE CORP: Hancock Communities to Operate as Meritage Homes
METATEC: Shareholders Expected to Get Nothing After Liquidation
MIRANT CORPORATION: Court Approves Claims Objection Protocol
NEW WEATHERVANE: Employs Morris Nichols as Special Attorneys
NORTHWESTERN CORP: Plan Voting Deadline is August 2, 2004

OMNE STAFFING: Ch. 11 Trustee Hires Griscti as Special Counsel
OMNI FACILITY: Gets Nod to Tap Trumbull Group as Claims Agent
OWENS CORNING: Price Management Asks Court For Summary Judgment
PACIFIC GAS: Bankruptcy Court Disallows 93 Retiree Claims
PARMALAT GROUP: Adopts New Corporate Governance Practices

PASCACK VALLEY: Retains Cambio as Financial Consultant
POLYMER: Extends 16% Preferred Stock Exchange Offer to July 8
RANGE RESOURCES: Redeeming 6% Convertible Sub. Debt on August 1
RCN CORP: Court Authorizes Skadden Arps's Retention As Counsel
RELIANCE INSURANCE: Burlington Trust Objects To $2,043,193 Claim

ROBERDS: Court Fixes August 16 As Administrative Claims Bar Date
ROXBOROUGH MEMORIAL: Case Summary & Largest Unsecured Creditors
SOLUTIA: LGI Business To Increase Saflex PVB Price By $0.29/Sq.M.
SPIEGEL GROUP: Selling New Hampton Property For $1,898,100
SURFSIDE RESORT: U.S. Trustee to Meet with Creditors on July 20

TAE BO RETAIL: Turns to Skoda Minotti for Financial Advice
UAL CORP: HSBC Wants Stay Modified To Protect Security Interest
US AIRWAYS: Skadden Asks To Withdraw From Chapter 11 Proceedings
VACS AMERICA INC: Case Summary & 20 Largest Unsecured Creditors

VIATICAL LIQUIDITY: First Creditors' Meeting Set for July 27
WEIRTON: Caterpillar Presses For $111,996 Admin. Expense Payment
WESTERN PACIFIC: Case Summary & 22 Largest Unsecured Creditors
WEIGHTMAN GROUP: Case Summary & 20 Largest Unsecured Creditors
WHISTLER: Plans to File Registration Statement For Stock Offering

WINSTAR COMMS: Trustee Asks To Assume & Assign Bellsouth Contracts
WORLDCOM INC: Agrees to Resolve Receivable Management Disputes
W.R. GRACE: Issues Status Report on Asbestos PI Problems

* Venture Capitalists Invest $2B in Health Care, Says Jenks Report

* Upcoming Meetings, Conferences and Seminars

                           *********

ADELPHIA COMMS: Asks Court to Approve New Employee Programs
-----------------------------------------------------------
On April 22, 2004, the Adelphia Communications (ACOM) Debtors
announced that their Board of Directors decided to undertake a
dual-track emergence strategy and contemporaneously pursue both a
company sale and a stand-alone reorganization plan.  Myron
Trepper, Esq., at Willkie Farr & Gallagher, LLP, in New York,
relates that the announcement indicated that, going forward,
ACOM's new management would have greatly increased
responsibilities and workloads while the stability of their jobs
would be dramatically decreased.  The threat and, for some, the
near inevitability of a job loss as a result of this process is
obvious to the ACOM Debtors' new management, many of whom were
recently displaced in Comcast Corp.'s recent acquisition of AT&T
Broadband.  The ACOM Debtors' announcement also suggests that this
will be a more protracted Chapter 11 process during which
employees will be given even more responsibilities and no long-
term job stability.

While until now they have been successful at retaining employees,
absent the assurance of swift emergence and the ability to bestow
long-term compensation like equity grants, the ACOM Debtors will
be unable to stave off competitors looking to poach their key
employees and likely will face significant employee attrition,
Mr. Trepper asserts.  Now that the ACOM Board is embarking on a
sale process and the management's challenges and responsibilities
will increase, the ACOM Debtors' compensation programs must be
made competitive and commensurate with those of their peers.

On examination of the ACOM Debtors' existing compensation
programs and market data, Pearl Meyer & Partners and Watson Wyatt
Worldwide -- the compensation consultants retained by the ACOM
Board compensation committee -- advised that the company's
exiting compensation and retention plans are below market and
will not be sufficient to retain management employees in the
current environment.  Consequently, the ACOM Debtors formulated
amendments to certain of their current employment plans and also
established a highly essential and new continuity program.  Mr.
Trepper notes that these plans will impose minimal incremental
costs relative to their expected impact and will situate the ACOM
Debtors competitively within the marketplace with respect to
employee benefits, ensuring greater stability within the company.

Accordingly, the ACOM Debtors ask the Court to approve several
compensation and retention programs including:

   (1) an amended performance retention plan;

   (2) an amended severance plan and amended forms of employment
       agreements for:

       (a) existing Executive Vice Presidents, Senior Vice
           Presidents and Vice Presidents; and

       (b) new hires; and

   (3) a key employee continuity program.

              The Amended Performance Retention Plan

The existing Performance Retention Plan was designed to provide
certain key management employees who hold Vice-President-level
positions or above with performance awards intended to replace
the long-term incentive component of the compensation package in
the absence of an equity-based compensation plan.  Under the
existing Performance Retention Plan, around 50 Key Managers are
eligible to receive awards based on EBITDAR and capital budget
goals.  The awards are expressed as a multiple of salary and
payable under specific circumstances related to the timing of the
ACOM Debtors' emergence from bankruptcy or a sale of
substantially all of the ACOM Debtors' assets.

To ensure that eligible Key Managers receive awards that have
been or will be earned and continue to be motivated by the
Performance Retention Plan regardless of the emergence strategy
that prevails, the ACOM Debtors now seek to amend the Performance
Retention Plan to provide the Compensation Committee with the
discretion to cause 100% of Performance Retention Plan Awards to
vest if an employee is terminated as a result of the sale of less
than substantially all of the ACOM Debtors' assets.  As the
proposed amendment to the Performance Retention Plan relates only
to the trigger for the vesting of benefits, there is no
incremental cost associated with the proposed change.  The ACOM
Debtors believe that amending the Performance Retention Plan is
essential to ensure that Participants who may be terminated as a
result of transactions other than in connection with an asset
sale receive the value of their Performance Retention Plan
Awards, which the ACOM Debtors believe will motivate Key Managers
to continue to work towards growing the business and enhancing
the value of the estates.

                  The Amended Severance Plan

The ACOM Debtors' employees are currently afforded severance
under one of two plans.  Certain Vice Presidents and employees
with Director-level positions and below are covered by the ACOM
Debtors' existing severance plan, which provides severance pay in
the event of termination without cause.  Severance benefits for
certain other Vice Presidents as well as all Senior Vice
Presidents are governed by individual employment agreements.

To provide employees with competitive severance protection, the
ACOM Debtors seek to amend the Severance Plan to:

   (1) increase the ACOM Debtors' severance benefits:

       (a) from up to 16 weeks of base salary to 1/2 times the
           sum of base salary and their target "STIP" bonus; and

       (b) to add six months of healthcare continuation coverage;
           and

   (2) include commissions in the definition of the base salary
       so as to provide competitive severance pay to commission-
       based employees who typically have very modest base
       salaries and rely largely on commissions for their
       compensation.

The proposed amendments to the Severance Plan could result in a
maximum incremental cost to the ACOM Debtors of $7,600,000 -- an
average of $3,400 per employee -- if all eligible employees were
terminated, which is an unlikely event in the extreme.  The
amendments will ensure that the company's severance corresponds
with the market and will help the company retain and, when
necessary, attract key employees.

               The Amended Employment Agreements

The ACOM Debtors also found it appropriate to amend certain of
their existing employment agreements, which were approved for new
hires by the Court on May 5, 2003.  The Employment Agreements
were implemented initially to provide Executive Vice Presidents
and Senior Vice Presidents with basic severance protection in the
event of a termination without "cause" or resignation for "good
reason" and to provide Vice Presidents with severance in the
event of a termination without "cause."

Among other amendments, the ACOM Debtors wish to expand the scope
of the Employment Agreements to uniformly:

   -- apply to all Vice Presidents as opposed to just new hires;

   -- provide all Vice Presidents with severance benefits on a
      resignation for a good reason;

   -- include non-competition covenants in the Vice President
      agreements;

   -- provide that new hires and employees relocated since March
      2003 will be eligible on qualifying severance to be
      reimbursed for expenses associated with moving back to
      their original site at the lower of cost or $125,000 per
      employee; and

   -- expand the "Good Reason" definition to include a diminution
      of duties clause.

In addition to providing uniform terms and restriction to all
senior managers, the ACOM Debtors also seek to increase the
amount of the severance benefit under the Employment Agreements.
The Amended Employment Agreements propose to increase overall
severance to reflect a multiple of base salary plus target bonus
versus the current multiple of salary only and increase the
period of healthcare continuation.  Specifically, the ACOM
Debtors seek the Court's authority to increase the benefits for:

                                           Proposed Amended
Position            Existing Benefits          Benefits
--------            -----------------      ----------------
Executive           2 times salary plus    3 times the sum of
Vice President      COBRA for 1 year and   salary and target
                    a pro-rata target      STIP bonus, 36 months
                    STIP bonus             of healthcare
                                           continuation, and a
                                           pro rata STIP bonus

Senior              2 times salary plus    2 times the sum of
Vice President      COBRA for 1 year plus  salary and target STIP
                    a pro rata target      bonus, 24 months of
                    STIP bonus             healthcare
                                           continuation, and a
                                           pro-rata STIP bonus

Vice President      1 times salary plus    1 times the sum of
                    COBRA for 6 months     salary and target STIP
                    and a pro rata bonus   bonus, 12 months of
                                           healthcare
                                           continuation, and a
                                           pro rata STIP bonus

The ACOM Debtors estimate that the maximum incremental costs of
the proposed amendments to the Employment Agreements could
aggregate around $14,200,000 -- an average of around $145,000 per
employee -- if all Vice Presidents, Executive Vice Presidents and
Senior Vice Presidents were terminated.

              The Key Employee Continuity Program

While the ACOM Debtors believe that the amendments to the current
plans cited are critical to ensure that the ACOM employees
receive market-level compensation, the Continuity Program is
intended to reward certain market-level compensation.  The
Continuity Program is intended to reward certain Key Managers who
remain with the company and make significant contributions to the
success of the ACOM Debtors' reorganization efforts, Mr. Trepper
explains.  The Continuity Program attempts to motivate targeted
employees to stay with the ACOM Debtors by offering cash payments
equal to a multiple of salary in the form of bonuses for
remaining with the company, Stay Bonuses, and sale bonuses in the
event of sale transactions.  The aggregate maximum cost to the
ACOM Debtors of the Continuity Program will be around
$38,400,000, including a $6,000,000 pool from which the Chief
Executive Officer may, in his sole discretion, grant additional
Stay/Sale Bonuses.

(A) Stay Bonuses

Under the terms of the Continuity Program, certain Key Managers
will become eligible for Stay Bonuses if they maintain
satisfactory employment with the ACOM Debtors through June 2005.
The Stay Bonus will be payable in two equal lump sums, 50% in
December 2004 and 50% in June 2005.  Stay Bonus amounts that
become payable following either the effective date of a stand-
alone plan or change in control of the company, will not be
affected by these events and will be payable in accordance with
the schedule and terms of the Continuity Program.

(B) Sale Bonuses

Under the terms of the Continuity Program, certain Key Managers
will become eligible for Sale Bonuses on consummation of a sale
transaction.  Sale Bonuses will become payable as to 50% on the
effective date of the consummation of the transaction and 50% on
the sixth month anniversary of the Closing Date.  The participant
in the Continuity Program should be employed by ACOM or ACOM's
successor on that date.  Sale Bonuses will become payable if a
sale transaction is not consummated, in which case the sale pool
will be cancelled.  In the ACOM management's experience, the Sale
Bonus aspect of the Continuity Program will not only motivate
employees, but will also prove to be attractive to potential
acquirers who will place a value on the greater likelihood of
retaining personnel during a post-close transition period.

The Continuity Program provides risk compensation to motivate and
focus select Key Managers throughout the remainder of the ACOM
Debtors' Chapter 11 cases.  Directly addressing the dichotomy of
pursuing two emergence alternatives simultaneously, the plan will
provide employees with security in the knowledge that regardless
of which emergence option ultimately provides the most value,
they will receive their earned compensation with incentives under
the STIP and Performance Retention Plan Programs to maximize the
value of the estates and ultimately potential sale or
reorganization proceeds. (Adelphia Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Reports Positive Outlook For 2004 And 2005
------------------------------------------------------
Air Canada, according to its Plan of Arrangement filed with
the CCAA Court, projects improved operating and financial
performance resulting from:

   * cost reductions from the operational and financial
     restructuring initiatives implemented during the CCAA
     proceedings;

   * a more favorable economic environment; and

   * recovery from the impact of the SARS outbreak on 2003
     results.

Total flying capacity for 2004 as measured in ASMs is planned to
increase by approximately 4% from 2003 levels.  Total revenue of
CN$8,900,000,000 is projected for 2004, an increase of 6% from
2003.  This includes CN$7,100,000,000 in projected Passenger
Revenue, an increase of 4% from 2003.  EBITDAR is projected at
CN$1,100,000,000 for 2004, a CN$400,000,000 increase or 64% from
2003.

Total flying capacity for 2005 as measured in ASMs is planned to
increase by less than 1% from 2004 planned levels.  Total revenue
of CN$9,100,000,000 is projected for 2005, an increase of 3% from
the 2004 projected total revenue.  This includes CN$7,200,000,000
in projected Passenger Revenue, a 1% increase from the 2004
projected Passenger Revenue.  EBITDAR is projected at
CN$1,600,000,000 for 2005, a CN$500,000,000 increase, or 47% from
the 2004 projected EBITDAR.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARCADIA PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Arcadia Partners, LLC
        434 East Baltimore Pike
        Media, Pennsylvania 19063

Bankruptcy Case No.: 04-18839

Chapter 11 Petition Date: June 29, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Jeffrey S. Cianciulli, Esq.
                  Weir & Partners LLP
                  1339 Chestnut Street, Suite 500
                  Philadelphia, PA 19107
                  Tel: 215-665-8181

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ASTRON RESOURCES: TSX Continues Cease Trade Pending Clarification
-----------------------------------------------------------------
Pursuant to an order issued by the Toronto Stock Exchange,
effective at 9:56 a.m., PST, July 5, 2004 trading in the shares of
Astron Resources Corporation will remain halted pending
clarification of Affairs.

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


BESTNET: Board Agrees to Split Units Into Underlying Securities
---------------------------------------------------------------
BestNet Communications Corporation (OTC Bulletin Board: BESC), a
provider of patented and proprietary global communication
solutions, announces approval by its Board of Directors to split
the Company's outstanding units into the securities comprising
such units.  The units are currently traded under the symbol
BESCU.  Each unit presently consists of:  three shares of common
stock; one share of Series A Convertible Preferred Stock; and one
warrant to purchase a share of common stock at a per share
exercise price of $0.30.  Each share of Series A Convertible
Preferred Stock is convertible into two shares of common stock at
a conversion price of $.10 per common share.  An aggregate of
8,027,186 shares of common stock are issuable upon conversion of
the shares of Series A Convertible Preferred Stock underlying the
units.  The Company will receive net proceeds of approximately
$802,000 assuming all of the shares of Series A Convertible
Preferred Stock are converted into shares of common stock.

Each holder's right to split the units into the underlying
securities is contingent upon the conversion of the underlying
shares of Series A Convertible Preferred Stock into common stock
on or prior to August 10, 2004. All units that have not been split
by such date will continue to trade as units on the Pink Sheets.

In order to split the units, each unit holder must comply with the
following steps to receive the five (5) shares of common stock and
one (1) warrant for each unit they choose to split:

     1)  Investors will contact their broker to indicate their
         intent to split their units and convert their preferred
         stock.

     2)  The Brokers will transmit the instructions to the       
         Depository Trust Company.

     3)  At this time, the Depository Trust Company will collect
         the funds for the conversion of the preferred stock.

     4)  The Depository Trust Company conveys the funds and
         transaction information to American Stock Transfer and    
         Trust Co.

     5)  The five (5) shares of common stock and the one (1)
         warrant will be transmitted to the broker.

            About BestNet Communications Corp.

BestNet Communications is a global solutions provider of long
distance; conference calling, ClicktoPhone and custom application-
based communication services.  BestNet's services are accessed
worldwide via the Internet, standard phones and wireless devices
and are delivered using standard phone lines and equipment.  This
results in a cost effective high quality service for both
businesses and consumers.

                      *   *   *

In its Form 10-QSB for the quarterly period ended February 29,
2004 filed with the Securities and Exchange Commission, BestNet
Communications reports:

"At February 29, 2004, the Company had cash of $21,320. The
Company does not generate income sufficient to offset the costs of
its operations. As a result, it has historically relied upon the
issuance of debt or equity in order to raise capital.  In the
absence of achieving profitable operations in future periods,
obtaining additional capital through asset sales, securing a
revolving credit facility, debt or equity offerings, or a
combination of the foregoing, we may encounter liquidity
difficulties. No assurance can be given that the Company will be
able to raise additional capital when needed, or at all, or that
such capital, if available, will be on terms acceptable to the
Company."


BUCHANAN AUTO: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Buchanan Auto & Truck Repair, Inc.
        3720 Buchanan Avenue South West
        Grand Rapids, Michigan 49548

Bankruptcy Case No.: 04-07976

Type of Business: The Debtor provides auto & truck repair
                  services.

Chapter 11 Petition Date: June 28, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Michael M. Malinowski, Esq.
                  Michael M. Malinowski, PLC
                  742 Alger South East
                  Grand Rapids, MI 49507
                  Tel: 616-475-4994

Total Assets: $313,301

Total Debts:  $1,529,213

Debtor's 4 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Dennis Pitsch                              $160,000

State Bur Wkrs. & Unemp. Comp.              $39,832

Randy Pitsch                                 $4,500

Genuine Parts Co. Gr.                        $3,555


CAREMARK RX: Receives Civil Investigative Demands from Washington
-----------------------------------------------------------------
Caremark Rx, Inc. (NYSE: CMX) announced that on July 1, 2004 it
received Civil Investigative Demands from the Office of the State
of Washington Attorney General seeking information, pursuant to
consumer protection statutes, relating to business practices
conducted by Caremark Rx, Inc., Caremark Inc. and AdvancePCS,
separately, as pharmacy benefit managers. The State of Washington
Attorney General has indicated that additional Civil Investigative
Demands, or administrative subpoenas, will be issued by the
Attorneys General of 18 additional states.

Caremark believes that its business practices comply in all
material respects with applicable laws and regulations. The
company intends to fully cooperate with the requests for
information. There can be no assurance as to the timing associated
with the review of such information or the outcomes or
consequences of such review.

                   About Caremark Rx, Inc.  

Caremark Rx, Inc. is a leading pharmaceutical services company,  
providing through its affiliates comprehensive drug benefit  
services to over 2,000 health plan sponsors and their plan  
participants throughout the U.S. Caremark's clients include  
corporate health plans, managed care organizations, insurance  
companies, unions, government agencies and other funded benefit  
plans. The company operates a national retail pharmacy network  
with over 55,000 participating pharmacies, seven mail service  
pharmacies, the industry's only FDA-regulated repackaging plant  
and 23 specialty pharmacies for delivery of advanced medications  
to individuals with chronic or genetic diseases and disorders.

                     *   *   *

As reported in the Troubled Company Reporter's February 16, 2004  
edition, Standard & Poor's Ratings Services said that its ratings  
on Nashville, Tennessee-based pharmacy benefit manager Caremark  
Rx Inc. remained on CreditWatch with positive implications. These  
include the company's 'BBB-' long-term corporate credit and senior  
secured debt ratings as well as the 'BB+' rating on its $450  
million in 7.375% senior secured notes. The ratings were  
originally placed on CreditWatch on Sept. 3, 2003, following the  
company's announcement that it intended to acquire its rival,  
AdvancePCS, in a $6 billion transaction funded mostly by stock.

AdvancePCS' ratings also remain on CreditWatch with positive  
implications, including its 'BB+' corporate credit and senior  
secured debt ratings as well as its 'BB' senior unsecured debt  
ratings.


CASCADES INC: Becomes Sole Owner of Greenfield SAS in France
------------------------------------------------------------
Cascades Inc. (CAS-TSX) announces the buy-back of the 50% interest
held by its partner Dalum Papir A/S in the Chateau-Thierry, France
deinked pulp plant. The terms of the transaction have not been
disclosed.

Opened in 1997, Greenfield was the first Cascades European plant,
and its ninth worldwide, to manufacture market pulp from
wastepaper stock. Its deinked pulp production is dried and sold to
producers of fine papers, packaging products, and tissue papers,
located in Europe and overseas. The plant has an annual production
capacity of approximately 150,000 metric tons.

Commenting on the transaction, Mr. Mario Plourde, President of
Cascades' Specialty Products Group, said: "We are encouraged by
the plant's turnaround since its acquisition. Its proximity to the
Paris region affords us easy access to high quality recycled
fibers besides contributing to sustainable development. Moreover,
dried pulp is easily transportable, which gives the plant access
to an important market."

                    About the Company

Cascades is a leader in the manufacturing of packaging products,
tissue paper and specialized fine papers. Internationally,
Cascades employs 15,000 people and operates close to 150 modern
and versatile operating units located in Canada, the United
States, France, England, Germany and Sweden. Cascades recycles
more than two million tons of paper and board annually, supplying
the majority of its fibre requirements. Leading edge de-inking
technology, sustained research and development, and 40 years in
recycling are all distinctive strengths that enable Cascades to
manufacture innovative value-added products. Cascades' common
shares are traded on the Toronto Stock Exchange under the ticker
symbol CAS.

                       *   *   *

As previously reported, Standard & Poor's Ratings Services revised
its outlook on diversified paper and packaging producer Cascades
Inc. to negative from stable. At the same time, the 'BB+' long-
term corporate credit rating and 'BBB-' senior secured bank loan
rating were affirmed.

"The outlook revision stems from concerns that Cascades is
unlikely to improve its credit profile in the near term and
remains vulnerable to further weakening if challenging conditions
persist," said Standard & Poor's credit analyst Clement Ma.


CHAPARRAL: NRL and Nelson Resources Disclose 63% Equity Stake
-------------------------------------------------------------
NRL Acquisition Corp. and the foreign entity Nelson Resources
Limited beneficially own 26,002,624 shares of the common stock of
Chaparral Resources, Inc., representing 63% of the outstanding
common stock of Chaparral.  NRL Acquisition and Nelson Resources
share voting and dispositive powers over the entire amount of
stock held.

The principal business of Nelson Resources Limited, a company
organized under the laws of Bermuda, is the acquisition,
development and exploitation of oil and natural gas properties in
Kazakhstan. Nelson conducts its oil and gas business through
majority-owned owned subsidiaries. NRL is a wholly-owned
subsidiary of Nelson that was formed for the purpose of acquiring
the shares of Chaparral in the transaction described below. NRL
presently conducts no other business.

On May 17, 2004, NRL entered into a Share Purchase Agreement with
Central Asian Industrial Holdings N.V., a Netherlands Antilles
company ("CAIH"), pursuant to which NRL acquired from CAIH (i)
22,925,701 shares of common stock of Chaparral Resources, (ii) a
Promissory Note in the principal amount of $4,000,000 of Chaparral
Resources and Central Asian Petroleum (Guernsey) Limited, as co-
obligors, in favor of CAIH, (iii) a Stock Purchase Warrant issued
by Chaparral Resources to CAIH exercisable to acquire 3,076,923
shares of common stock and (iv) all of CAIH's rights and
obligations under the Master Agreement dated May 10, 2002 between
CAIH and Chaparral Resources  and the Registration Agreement dated
May 10, 2002 between CAIH and Chaparral Resources.

In consideration for the Shares, the Note, the Warrant and the
Assigned Rights, Nelson executed and delivered to CAIH a
promissory note in the original principal amount of $23,911,884.
The Nelson Note has a term of one year and bears interest at the
rate of 10.5% per annum, payable at maturity. It may not be pre-
paid prior to scheduled maturity. The holder of the Nelson Note
may accelerate repayment upon certain specified events of default
including, among other things, failures to make payment when due,
certain breaches of covenants, certain insolvency events, and in
certain cases involving judgments against Nelson or defaults by
Nelson or its subsidiaries on certain obligations.

Nelson's obligations to CAIH under the Nelson Note are secured by
a pledge by NRL of the Shares and the Warrant pursuant to a pledge
and security agreement dated May 17, 2004 between NRL and CAIH.

Nelson has also entered into a guarantee agreement with CAIH dated
May 17, 2004 pursuant to which Nelson has agreed to guarantee
NRL's performance of its obligations under the SPA.

Nelson presently intends to use its own working capital to pay the
interest on and principal amount of the Nelson Note at its
scheduled maturity.

If NRL decides to exercise the Warrant (in whole or in part), it
expects to use funds to be contributed or lent from Nelson for
this specific purpose in order to pay the exercise price payable
pursuant to the Warrant. The aggregate exercise price payable upon
the exercise of the Warrant in full is $4,000,000, subject to
adjustment upon the occurrence of certain events as
provided in the Warrant.

Nelson acquired the Shares, the Warrant, the Note and the Assigned
Rights from CAIH for investment purposes. CAIH is a company
affiliated with Nelson through its ownership of 23.2% of Nelson's
shares and representation on Nelson's board. CAIH is not a
controlling shareholder of Nelson. The acquisition was made by
NRL, a wholly-owned subsidiary of Nelson that was established for
the purpose of making this investment.

On May 17, 2004, following the prior approval of the transfer of
the Shares and Warrant from CAIH to NRL by the Board of Directors
of Chaparral Resources (based upon the recommendation of a special
committee of the Board of Directors of Chaparral Resources
composed entirely of disinterested directors), NRL and CAIH
entered into the SPA. Under the SPA, later on May 17, 2004, NRL
acquired all of CAIH's interest in Chaparral Resources, including
the Shares, the Warrant, the Note and the Assigned Rights. Payment
of the purchase price under the SPA (consisting of $23,911,884 for
the Shares, the Warrant, the Note and the Assigned Rights) was
made by Nelson, in the form of the Nelson Note. In order to secure
Nelson's payment obligations under the Nelson Note, NRL entered
into the Pledge Agreement with CAIH on May 17, 2004 pursuant to
which NRL has agreed to pledge the Shares and the Warrant to CAIH.

Nelson has agreed to guarantee NRL's obligations to CAIH under the
SPA pursuant to the terms of the Guarantee Agreement. The
Guarantee Agreement was also executed on May 17, 2004.

Under the terms of the Registration Agreement that has been
assigned by CAIH to NRL, Chaparral Resources is obligated to
register for resale pursuant to the US federal and applicable
state securities laws the Shares and the shares of common stock of
Chaparral Resources issuable upon exercise of the Warrant.

The Note is due and payable in full on May 10, 2005. It bears
interest at the rate of 12% per annum.

Immediately following the closing of the transaction on May 17,
2004, as contemplated by the SPA, two of Chaparral Resources' six
directors, John Duthie and Nikolai Klinchev, resigned as
directors, and the remaining four members of the Board of
Directors of Chaparral Resources elected two designees of Nelson,
R. Frederick Hodder and Simon Gill, as directors of the Company.
In addition, Mr. Klinchev resigned as Chief Executive Officer of
Chaparral Resources and was replaced by the Board of Directors of
the Company by Mr. Gill. Mr. Hodder replaced Mr. Ian Connor as
Chairman of the Board of Directors of the Company. Jonathan Wood
resigned as Chief Financial Officer and was replaced by Miguel
Soto, who will also serve as Treasurer and Controller. The Company
has no present intention to make further changes to the Board of
Directors or any further changes to the Company's executive
officers, pending a review of the Company's operations by its
Board of Directors.

As noted above, Nelson acquired a controlling stake in Chaparral
Resources for investment purposes. Nelson believes that
Chaparral's oil and gas properties and operations in Kazakhstan
compliment Nelson's existing operations and properties in the
region. As the controlling stockholder of the Company, Nelson will
seek to encourage the Company to implement operating plans aimed
at (i) increasing oil and gas production, (ii) reducing
transportation and operating costs, (iii) increasing export
volumes, and (iv) achieving price improvements
for the Company's product versus benchmark pricing. Pending a
detailed review of its management and operations, Nelson does not
presently have any specific plans or proposals to present to the
Company in relation to any of the foregoing.

The acquisition of a controlling stake in Chaparral Resouorces
allows Nelson to consolidate Chaparral's financial results with
Nelson's own financial results.

Nelson intends to monitor its investment in Chaparral Resources
and may acquire additional shares of its common stock in public
market transactions, tender offers and/or through negotiated
transactions. Alternatively, Nelson may sell some or all of its
investment in the Company in negotiated transactions or in the
public market. Nelson's future decisions with respect to the
Company and Nelson's interests therein will depend upon Nelson's
evaluation of various factors, including, but not limited to: (i)
the Company's business, financial
condition, results of operations and prospects, (ii) general and
industry specific economic, market and regulatory conditions,
(iii) conditions in the securities markets and, in particular, in
the market for the Company's shares, (iv) economic, operating,
regulatory and market conditions affecting Nelson and (v) such
other circumstances and conditions as Nelson may deem appropriate
to consider from time to time. Based upon such evaluations, Nelson
may take such actions with respect to Chaparral Resources and its
interest therein as it considers
necessary or advisable.

                         *   *   *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Chaparral Resources, Inc.'s financial statements have
been presented on the basis that it is a going concern, which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. Chaparral has a
working capital deficiency as of December 31, 2003. In addition,
it has experienced limitations in obtaining 100% export quota for
the sale of its hydrocarbons. These conditions create
uncertainties relating to the Company's ability to meet all
expenditure and cash flow requirements through the next twelve
months. Additionally, these conditions raise substantial doubt
about the Company's ability to continue as a going concern.


CHAS COAL: U.S. Trustee Names 3-Member Creditors' Committee
-----------------------------------------------------------
The United States Trustee for Region 8 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Chas
Coal, LLC'S Chapter 11 case:

      1. Phillips Machine Service Inc.
         Contact: Rennie Hill
         367 George Street
         Beckly, West Virginia 25802
         Telephone: (304)255-0537
         Fax: (304)255-4347

      2. Virginia Electric & Power Company
         Contact: Ellen Pleasants
         5000 Dominion Blvd.
         Glen Allen, Virginia 23060
         Telephone: (804)273-4122
         Fax: (804)273-4138

      3. Industrial Supply Co.
         Contact: Jerry Hutson
         P.O. Box 1906
         Knoxville, Tennessee 37901
         Telephone: (865)522-1848

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 London, Kentucky, Chas Coal, LLC --
http://www.chascoal.com/-- is a provider of high quality, low  
sulfur Eastern Kentucky coal.  The Company filed for chapter 11
protection on June 17, 2004 (Bankr. E.D. Ky. Case No. 04-60972).
Robert Gregory Lathram, Esq., represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $28,080,624 in total assets and
$8,601,895 in total debts.


COEUR D'ALENE: Appoints 2 Senior Execs to Lead South Am. Projects
-----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE), the world's largest
primary silver producer and a growing gold producer, announced the
appointment of two senior executives to lead the development and
construction of its two major advanced mining projects, San
Bartolome in Bolivia and Kensington in Alaska, which are expected
to add significantly to Coeur's gold and silver production by
2006.

Raymond Threlkeld was named President South American Operations
for Coeur to manage the company's on-going silver/gold operations
in Chile and Argentina as well as the development of its San
Bartolome project in Bolivia.  In addition, Alan L. Wilder rejoins
Coeur as Senior Vice President of Project Development, responsible
for the construction of San Bartolome and the Kensington Gold
Project in Juneau, Alaska. The two executives have over a
combined 63 years experience in the development and/or
construction of mining projects worldwide.

Mr. Threlkeld was most recently Regional Vice President
Chile/Argentina, Barrick Gold Corporation in charge of the
development of the Veladero and Pascua Lama gold/silver deposits.  
Prior to assuming the regional role, Mr. Threlkeld was Vice
President, Project Development with the responsibility of
developing the Cowal, Australia, Alto Chicama, Peru and Veladero,
Argentina gold deposits.  Mr. Threlkeld also was responsible for
the development and operation of the Pierina Gold Mine, in Peru
and Bulyanhulu Gold Mine in Tanzania.

Mr. Wilder has over 33 years of project development experience
completing key projects for companies including Bechtel
Corporation, Newmont Gold Corporation, Cyprus Amax, and
BHPBilliton.  The last two years Al worked as an independent
consultant with several clients including Glamis Gold, where he
managed EPCM activities for the El Sauzal Project in Central
Mexico.  Al worked with Coeur from 1986 - 1988 at Coeur's flagship
operation, the Rochester mine in Lovelock, Nevada and subsequently
in the Corporate Office from 1990 to 1997 as Vice President -
Project Development.

Dennis E. Wheeler, Coeur's Chairman and CEO stated, "We are very
pleased to have these two experienced mining professionals joining
Coeur as we ramp up for our next phase of growth.  With his return
to Coeur, Al will play a vital role in seeing both projects
through to the finish line.  Ray's expertise in both operational
optimization and project development will add additional strength
to Coeur's growing Chile and Argentinean presence, while preparing
for the construction of the San Bartolome.  With his extensive
track record, I have no doubt that Ray will provide the leadership
we need to optimize the potential of our new generation of mines
in South America," Mr. Wheeler added.

                  About Coeur d'Alene  

Coeur d'Alene Mines Corporation is the world's largest primary  
silver producer, as well as a significant, low-cost producer of  
gold.  The Company has mining interests in Nevada, Idaho, Alaska,  
Argentina, Chile and Bolivia.

As reported in the Troubled Company Reporter's June 3, 2004  
edition, Standard & Poor's Ratings Services placed its B-corporate  
credit and senior unsecured debt ratings on Coeur D'Alene Mines  
Corp. on CreditWatch with positive implications following the  
company's announcement that it intends to acquire precious metals  
mining company Wheaton River Minerals Ltd. in a stock and cash  
transaction valued at approximately $1.8 billion.

"The CreditWatch action reflects what is likely to be a meaningful  
improvement in Coeur's business and financial profile upon the  
successful acquisition of lower-cost producer Wheaton," said  
Standard & Poor's credit analyst Paul Vastola. Standard & Poor's  
expects that its ratings on Coeur would likely be raised several  
notches. Standard & Poor's will continue to monitor the  
transaction for any potential revisions to the deal. The deal  
remains subject to several conditions and is expected to close by  
Sept. 30, 2004.


CONSOLIDATED CARE: TSX Halts Shares Trading at Company's Request
----------------------------------------------------------------
Effective at the opening a.m. PST, July 5, 2004, trading in the
shares of Consolidated Care Point Medical Centres, Ltd. in the TSX
Venture Exchange was halted at the request of the Company, pending
an announcement. This regulatory halt is imposed by Market
Regulation Services, the Market Regulator of the Exchange pursuant
to the provisions of Section 10.9(1) of the Universal Market
Integrity Rules.

At March 31, 2004, Consolidated Care Point Medical Centres Ltd.'s
balance sheet shows a deficit of C$142,262.


DAN RIVER INC: Court Establishes August 10 Claims Bar Date
----------------------------------------------------------
On May 18, 2004, the U.S. Bankruptcy Court for the Northern
District of Georgia entered an order establishing a deadline for
creditors to file their proofs of claim against Dan River, inc.
and its debtor-affiliates.

August 10, 2004 is the last day to file a proof of claim.  Claim
forms must be delivered to:

        If by mail:                         
        -----------
        Bankruptcy Management Corp.         
        P.O. Box 949                        
        El Segundo, CA 90245                


        If by overnight mail:
        ---------------------
        Bankruptcy Management Corp.
        1330 E. Franklin Ave.
        El, Segundo, CA 90245

Proofs of claim need not be filed if the claims are:

     (a) already properly filed with the Court;
     (b) listed in the Debtor's Schedules;
     (c) on account of an administrative expense;
     (d) held by any director, officer or employee of the Debtors
         as of the petition date;
     (e) already allowed by the Court; and
     (f) solely in respect of principal and accrued interest
         arising under the debtor's issuance of the 12-3/4% senior
         notes due 2009 on or prior to the bar date.

Copies of the Debtors' Schedules of Asset and Liabilities are
available at the office of the Clerk of Court or at
http://www.bmccorp.net/danriver/

Dan River, Inc. -- http://www.danriver.com/-- is a designer,  
manufacturer and marketer of textile products for the home
fashions, apparel fabrics and industrial markets. The company
filed for chapter 11 protection (Bankr. N.D. Ga. Case No. 04-
10990) on March 31, 2004 before the Honorable W. Homer Drake.
James A. Pardo, Jr. of King & Spalding represents the debtor.


DAS INT'L: Secures Extension Until July 28 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, gave D.A.S. International Medical Marketing,
Ltd., 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 has until July 28, 2004 to prepare and deliver these
financial disclosure documents to the Bankruptcy Clerk.  

Headquartered in Los Angeles, California, D.A.S. International
Medical Marketing, Ltd., filed for chapter 11 protection on
June 10, 2004 (Bankr. C.D. Calif. Case No. 04-22972). Stephanie L.
Krafchak, Esq., at Kradchak & Associates represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated assets of $10 million and
estimated debts of over $1 million.


DELTA AIR: Elects Karl J. Krapek and Kenneth B. Woodrow to Board
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced the election of Karl J.
Krapek and Kenneth B. Woodrow to its Board of Directors, effective
immediately.

"We are delighted to have Karl Krapek and Ken Woodrow join our
Board of Directors," said Delta's non-executive Chairman of the
Board John F. Smith, Jr.  "Their business experience, financial
acumen and leadership skills will expand the depth and range of
Delta's already strong and independent Board."

Krapek, 55, retired as president and chief operating officer of
United Technologies Corporation (UTC) in January 2002.  During his
20 year career with UTC, Krapek served in several management
positions, including president of Otis Elevator Company; chairman,
president and CEO of Carrier Corporation; president and CEO of
Pratt & Whitney; and executive vice president of UTC.

Krapek serves on the Board of Directors of Lucent Technologies,
Inc., Prudential Financial, Inc., and Visteon Corporation.  He
also serves as vice-chairman of the Board of Trustees of the
Connecticut State University System and chairs its Finance and
Administration Committee.     

He is a graduate of Kettering University with a bachelor's degree
in Industrial Engineering. He earned a master's degree in
Industrial Administration from Purdue University.

Woodrow, 59, retired as vice chairman of Target Corporation
(Target) in December 2000.  During his 29 year career with Target,
Woodrow served in several management positions, including vice
president of Distribution Services, senior vice president of
Administration, vice chairman and chief financial officer, and
president of Target Stores.

Woodrow serves on the Board of Directors of Duane Reade, Inc., and
Shock Doctor, Inc. He also serves as chairman of the Board of
Trustees of Hamline University, and as a trustee of Groves
Academy.

He is a graduate of Yale University with a bachelor's degree in
Economics. He earned a master's degree in business administration
from Harvard University.

Separately, Delta announced that George M.C. Fisher, 63, will
retire from the Board of Directors, effective immediately.

"During his five years as a Board member, George Fisher made many
contributions to Delta," said Smith.  "On behalf of the Board of
Directors, management and Delta employees, I would like to express
our sincere appreciation for his outstanding service."

Delta is the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offering daily flights to 494 destinations in 86
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners. Delta's marketing alliances
allow customers to earn and redeem frequent flier miles on more
than 14,000 flights offered by SkyTeam, Northwest Airlines,
Continental Airlines and other partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please visit http://delta.com/

                       *   *   *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services affirmed its ratings
on Delta Air Lines Inc. (B-/Negative/--) and revised the long-term
rating outlook to negative from stable. Delta disclosed in its
first-quarter 2004 10Q filing with the SEC that failure to secure
needed cost reductions, regain profitability, and maintain access
to the capital markets could force the company to file for
bankruptcy. "The warning makes explicit what previous company
statements had hinted at, and may indicate that Delta believes it
will have to move to the brink of bankruptcy to persuade its
pilots to grant concessions," said Standard & Poor's credit
analyst Philip Baggaley.


DEVELOPERS DIVERSIFIED: Releasing Q2 2004 Results on July 29
------------------------------------------------------------
Developers Diversified Realty (NYSE: DDR) announced that financial
results for the quarter ended June 30, 2004 will be released after
the market closes on Thursday, July 29, 2004. The company will
conduct a conference call and an audio webcast Friday,
July 30, 2004, at 10 a.m. EDT.

To access the conference call, dial 1.866.793.1308 at least ten
minutes prior to the scheduled start of the call. When prompted,
provide the conference call identification number: 508079. The
conference call will be recorded and available for replay
beginning at 1:00 p.m., July 30, 2004 and will be available until
11:59 p.m., August 29, 2004.  To access the conference call
recording, please call 1.888.266.2081 and use the access code:
508079. The conference call will be webcast and can be accessed
via the Developers Diversified web site, http://www.ddr.com/

Developers Diversified now owns and manages 460 retail operating  
and development properties totaling approximately 101 million  
square feet of real estate in 44 states.  Developers Diversified  
is a self-administered and self-managed real estate investment  
trust (REIT) operating as a fully integrated real estate company  
which develops, leases and manages shopping centers.  You can  
learn more about Developers Diversified on the internet at  
http://www.ddrc.com/

                         *   *   *

As reported in the Troubled Company Reporter's April 7, 2004  
edition, Fitch affirmed Developers Diversified Realty's ratings at  
'BBB-' for $833 million outstanding senior unsecured notes due  
2004 through 2018, and 'BB+' for $535 million outstanding  
preferred stock for the real estate investment trust, following  
the company's announcement to acquire a $2.3 billion retail  
portfolio. The Rating Outlook is Stable.


ENCAPSULATION SYSTEMS: IP Assets To Be Auctioned on July 9
----------------------------------------------------------
On June 16, 2004, the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania entered an order approving uniform
Bidding Procedures proposed by Encapsulation Systems, Inc.   The
Debtor will be selling certain patent rights, proprietary rights
and technology assets as more fully described in the Sale Motion

A public auction will be held on July 9, 2004 at 2:00 p.m. at the
offices of:

          Sith Giacometti & Chikowski LLC
          The Land Title Building
          100 S. Broad Street, Suite 1200
          Philadelphia, PA 12110

The Honorable Bruce I. Fox will convene a hearing on July 12,
2004, at 11:00 a.m., in Courtroom 2 at the U.S. Bankruptcy Court
in Philadelphia to ratify the sale.

Copies of the Sale Motion and Bid Procedures are available at the
office of the Clerk of Court or at http://www.paeb.uscourts.gov/

Encapsulation Systems Inc is a research and development company
with 14 years experience in the development of controlled delivery
systems.  The Company is currently developing an insulin
transdermal delivery system called the U-strip.  This device has
potential transdermal applications for approximately 175 presently
identified targets.

The company filed for chapter 11 protection (Bankr. E.D. Pa. Case
No. 04-1209) on February 12, 2004 before the Honorable Bruce I.
Fox. David B. Smith, Esq. of Smith, Giacometti & Chikowski
represents the debtor.


ENRON BROADBAND: Wants Court Nod on FTV Settlement Agreements
-------------------------------------------------------------
Before the bankruptcy petition date, Enron Broadband Services,
Inc., Touch America, Inc., and Wiltel Communications, LLC, formed
FTV Communications, LLC.  FTV holds and operates interests in
telecommunication fiber networks and rights and incident
obligations.

Neil Berger, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that on September 30, 1998, FTV agreed to purchase an
indefeasible right of use in certain fiber, as well as
maintenance services for the IRU from GST Telecom, Inc.  During
August 2000, GST and FTV entered into mutual collocation
agreements whereby each party provided the other with the right
to install certain equipment in each other's collocation
facilities along different fiber routes.

During September 2000, Time Warner Telecom, Inc., purchased
substantially all of the GST assets, including GST's rights under
its various agreements with FTV.  Thereafter, Time Warner Telecom
of California, LP, entered into an additional collocation
agreement with FTV pursuant to which TWTC allowed FTV to install
certain equipment in additional TWTC collocation facilities.

Mr. Berger reports that FTV assigned to Enron Broadband, Touch
America and Wiltel its rights and obligations under the IRU and
the Collocation Agreements with respect to its Portland-Los
Angeles route.

                   Touch America's Bankruptcy

On June 19, 2003, Touch America and certain of its affiliates
commenced their own Chapter 11 cases in the U.S. Bankruptcy Court
for the District of Delaware.

Touch America and 360 Networks (USA), Inc., are parties to an
Asset Purchase Agreement that was approved by an order in the
Touch America Bankruptcy Court on September 10, 2003.  Pursuant
to the TA Purchase Agreement, 360 purchased the right to acquire
certain Touch America assets, including its membership interest
in FTV and all of Touch America's rights and privileged
associated with those rights and privileges.

                    The Liquidation Agreement

Enron Broadband, FTV, Touch America, 360 and Wiltel entered into
a Settlement and Membership Interest Liquidation Agreement, which
allows Enron Broadband and Touch America/360 to liquidate their
interest in FTV, and to settle any and all outstanding claims
between FTV and its members regarding the IRU, the Collocation
Agreements and the FTV Assignments.

Pursuant to the Liquidation Agreement, Enron Broadband will
receive $1,548,156 from FTV in consideration for its interest in
FTV, in full and final satisfaction of any and all claims and
disputes by and between Enron Broadband, FTV, Wiltel and Touch
America, subject to certain provisions.  In addition, Mr. Berger
tells the Court that FTV and all of the FTV Members have agreed
to mutually release one another.

"The Liquidation Agreement, and the consideration that will be
paid to Enron Broadband, are the product of extensive arm's-
length negotiations," Mr. Berger says.

                        The IRU Agreement

As part of the Liquidation Agreement, FTV agreed to grant Enron
Broadband an indefeasible right of use of certain fiber optic
cables along certain routes.

According to Mr. Berger, Enron Broadband has enjoyed the benefits
and risks associated with the IRU as a member of FTV.  However,
these rights would be terminated upon approval of the Liquidation
Agreement.  Thus, FTV and Enron Broadband entered into an
Indefeasible Right of Use Agreement.

The IRU Agreement provides Enron Broadband with the right to
attempt to sell the IRU for one year and retain the proceeds of
the sale.  This right represents potential, significant benefit
to the Enron Broadband estate.  In the event that Enron Broadband
is not able to sell or assign the IRU, the IRU will revert to FTV
without Enron Broadband having incurred any liability.

                    The Settlement Agreement

Before the Petition Date, First Point Communications, Inc., the
predecessor-in-interest to Enron Broadband, entered into a
Maintenance Agreement with GST, pursuant to which Enron Broadband
agreed to provide certain services to GST in connection with the
maintenance of its fiber optic ring in and around Portland,
Oregon.  As part of the GST asset sale, TWTI acquired GST's
rights under the Maintenance Agreement.  Time Warner currently
owes Enron Broadband about $166,500 for services provided by
Enron Broadband under the GST Maintenance Agreement.

In addition to amounts due and owing for services provided by
Enron Broadband in connection with the Maintenance Agreement, Mr.
Berger relates that Enron Broadband also asserts that about
$13,400,000 in payment that it made to or for the benefit of Time
Warner may constitute an avoidable preference payment under the
Bankruptcy Code, which may be recovered for the benefit of
Enron's creditors.  However, the Debtors have concluded, but
without waiving any rights, claims or defenses in the event that
the Agreements are not approved, that the ability to avoid and
recover the payment is uncertain, and the likelihood of recovery
is outweighed by the immediate benefits of the Agreement.  In
reaching that conclusion, Enron Broadband has considered, among
other things, that it has been argued that the Payment was not
made on account of an antecedent debt of Enron Broadband, but was
instead a capital contribution from Enron Broadband to FTV.  
Moreover, Enron Broadband has considered the ability to obtain
collection upon any judgment that it might recover against FTV as
an intermediate transferee.

Time Warner asserts that Enron Broadband currently owes it more
than $450,000 for collocation and maintenance charges relating to
the fibers that Enron Broadband received as part of the FTV
Assignments.  Moreover, Time Warner asserts that the Enron
Broadband Services, LP, owes more than $68,000 for various
circuit charges.

To resolve their issues and disputes, Mr. Berger reports that
Enron Broadband, EBSLP, Time Warner, FTV and the FTV Members
agreed to enter into a Settlement Agreement, pursuant to which:

   (i) Enron Broadband will pay $451,898 to Time Warner, plus
       any amounts that it may receive under its IRU Agreement
       with Southern Cross/Pacific Carriage Limited that pertain
       to periods after the Settlement Date;

  (ii) EBSLP will pay Time Warner $68,399 in full and final
       satisfaction of any and all circuit charges asserted by
       Time Warner against EBSLP; and

(iii) Time Warner will pay $166,500 to Enron Broadband in
       satisfaction of all charges due under the Maintenance
       Agreement for the period from July 1, 2001 to
       September 30, 2003.

Moreover, pursuant to the Settlement Agreement, EBS will assume
and assign to Time Warner certain IRU agreements and collocation
agreements for which Enron Broadband no longer has any business
purpose:

   (1) An IRU Agreement and Collocation Agreement, each dated
       September 10, 2001, between Enron Broadband and PCL;

   (2) An IRU Agreement, dated September 4, 2001, between Enron
       Broadband and Northwest Fiber Network, LLC, covering 12
       fibers in the Pittock Building in Portland, Oregon;

   (3) A Lease Agreement, dated April 29, 1998, between Enron
       Broadband and BCT Partnership covering the Union Bank of
       California Tower Building in Portland, Oregon; and

   (4) Enron Broadband and FTV will execute and deliver at
       closing a quit-claim deed for the agreements that are
       subject to the FTV Assigned Collocation.

Hence, Enron Broadband asks the Court to approve the Liquidation
Agreement, the Settlement Agreement and the IRU Agreement.

Mr. Berger argues that the Agreements should be approved because:

   (a) without a settlement of the competing claims among the
       parties, the Debtors would have to seek to succeed in
       uncertain and lengthy and expensive litigation, the
       result of which may not produce the net recoveries that
       will be achieved by the Agreements;

   (b) the Agreements resolve all of the issues pertaining to
       Enron Broadband's involvement in FTV and, accordingly,
       save the Debtors substantial administrative expense and
       preserve and enhance the assets of the Debtors' estates;

   (c) the Agreements allow Enron Broadband to realize value for
       its estate and creditors;

   (d) none of the unexpired collocation and IRU agreements that
       are to be assumed and assigned have any outstanding cure
       amounts that are due and owing; and

   (e) the Agreements were negotiated at arm's-length and in
       good faith.

Absent the assumptions and assignments, Mr. Berger says that
Enron Broadband would reject the agreements, which would result
in significant rejection damage claims against the Enron
Broadband estate. (Enron Bankruptcy News, Issue No. 115;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON NORTH AMERICA: Proposes Loan Sale Bidding Procedures
----------------------------------------------------------
Pursuant to the contemplated sale of the Loans Agreement and
Option Agreement, the Enron North America Corporation and ECT
Merchant Investments Corporation ask the Court to:

   (a) approve proposed bidding procedures that will be adopted
       by the Debtors and the sellers, Joint Energy Development
       Investments II Limited Partnership and ECTMI Trutta
       Holdings, LP, to solicit bids for the Assets;

   (b) schedule an auction on July 14, 2004;

   (c) schedule July 22, 2004, at 10:00 a.m. as the date and
       time for the Sale Hearing to approve the sale of the
       Assets to Paragon or the Winning Bidder at the Auction;

   (d) approve the payment of a break-up fee by the Sellers to
       Paragon; and

   (e) approve the form and manner of notice of the Sale,
       including the Auction, the Bidding Procedures and the Sale
       Hearing.

                     The Bidding Procedures

To maximize the value of the Assets for the benefit of the
Sellers, the Debtors, their creditors and their Chapter 11
estates, the Debtors and the Sellers seek to implement a
competitive bidding process typical for transactions of this size
and nature, and designed to generate a maximum recovery.  The
Bidding Procedures provide:

A. Auction Date and Time

   The Auction will be held on July 14, 2004, commencing at
   10:00 a.m., New York Time, at the offices of Weil, Gotshal &
   Manges, LLP.  Notice of any change in the Auction date or time
   will be filed wit the Court and provided to any party known by
   the Debtors and the Sellers to have indicated a desire to
   participate in the Auction as soon as practicable.

B. Qualification as Bidder

   Any entity that wishes to make a bid for the Assets must
   provide the Debtors and the Sellers with sufficient and
   adequate information to demonstrate, to the sole and absolute
   satisfaction of the Debtors and the Sellers, upon consultation
   with the Official Committee of Unsecured Creditors, that the
   bidder has the financial wherewithal and ability to consummate
   the sale.

C. Bid Requirements

   All Competing Bids for the Assets must be presented under a
   signed contract substantially similar to the Purchase
   Agreement, marked to show any modifications made.  The
   Competing Bid must not be subject to due diligence review,
   board approval, obtaining financing, or the receipt of any
   non-governmental consents not otherwise required by the
   Purchase Agreement.

   Competing Bids must be accompanied by a cash deposit at least
   equal to 10% of the Competing Bid.  Before the Bid Deadline,
   the Earnest Money Deposit must be wired transferred to:

        JP Morgan Chase Bank
        500 Stanton Christiana Road
        Newark, DE 19713
        ABA# 021000021
        For Credit To: Weil, Gotshal & Manges LLP
        Acct# 0158-37-474
        Reference: 43889.0003 M. Sosland (Saguaro Deposit)

   Upon the closing of the Sale, the Earnest Money Deposit will
   be applied toward the purchase price, in accordance with the
   terms of the Purchase Agreement, if the Debtors and the
   Sellers, in consultation with the Creditors Committee, accepts
   the Competing Bid as the highest or best offer at the
   conclusion of the Auction and the sale of the Assets to the
   Winning Bidder is approved by the Court.

   If one or more bidders, other than Purchaser, are not the
   Winning Bidder, their Earnest Money Deposits will be returned
   to them as soon as reasonably practicable on the earlier of:

   (a) the closing of the sale of the Assets to the Winning
       Bidder; or

   (b) when the bids are no longer binding pursuant to the
       Bidding Procedures.

   Competing Bids must be (a) in writing, (b) signed by an
   individual authorized to bind the prospective purchaser, and
   (c) received no later than 4:00 p.m. (New York Time) on
   July 8, 2004 by:

   (a) Enron North America Corp.
       Four Houston Center
       1221 Lamar, Suite 1600, Houston, Texas 77060
       Attention: Maria E. Grannen
       Email at maria.e.grannen@enron.com
       Facsimile: 713-646-3253)

   (b) Weil, Gotshal & Manges, LLP
       200 Crescent Court, Suite 300
       Dallas, Texas 75201
       Attention: Martin A. Sosland, Esq.
       Email at martin.sosland@weil.com
       Facsimile: 214-746-7777

   (c) Squire, Sanders & Dempsey, LLP
       312 Walnut Street, Suite 3500
       Cincinnati, Ohio 45202
       Attention: Stephen D. Lerner, Esq.
       Email at slerner@ssd.com
       Facsimile: 513-361-1201

   The initial overbid must be at least $800,000 greater than
   the $18,100,000 Purchase Price.

   Parties not submitting Competing Bids by the Bid Deadline may
   not be permitted to participate at the Auction.

   All bids for the purchase of the Assets will be subject to
   Court approval.

D. Due Diligence and Questions Prior to Submitting Bids

   To conduct due diligence regarding the Assets, documents
   relating to the Assets will be available for viewing at 1221
   Lamar, Suite 1600, Houston, Texas and via electronic format.
   Potential bidders may contact Maria E. Grannen at 713-345-4395
   to schedule a time to review the contents of the due diligence
   room or to receive a copy of relevant documents via electronic
   format.  The due diligence room will be available from June 8,
   2004 to June 30, 2004.  To access the documents, if not
   previously executed, parties must sign a confidentiality
   agreement with the Debtors and the Sellers.

E. Auction

   The Debtors and the Sellers will, after the Bid Deadline and
   before the Auction, upon consultation with the Creditors
   Committee:

      (i) evaluate all Competing Bids received;

     (ii) invite those Qualified Bidders that submitted
          conforming Competing Bids to participate in the
          Auction; and

    (iii) determine which Competing Bid reflects the highest or
          best offer for the Assets.

   The Debtors and the Sellers will inform each bidder of the
   Initial Bid determination during the Auction.

   The Debtors and the Sellers, in consultation with the
   Creditors Committee may reject any Competing Bid not in
   conformity with the requirements of the Bankruptcy Code, the
   Bankruptcy Rules, the Local Rules of the Court, the Procedures
   Order or that is contrary to the best interests of the
   Debtors, their estates or creditors, or the Sellers.

   The Auction may be adjourned as the Debtors and the Sellers,
   upon consultation with the Creditors Committee, deem
   appropriate.  Reasonable notice of the adjournment and the
   time and place for the resumption of the Auction will be
   given to Paragon, all entities submitting Competing Bids, and
   the Creditors Committee.

   Subsequent bids at the Auction, including those of Paragon,
   must be in increments of at least $200,000 higher than the
   highest prior bid.

   All Competing Bids are subject to other terms and conditions
   as are announced by the Debtors and the Sellers, in
   consultation with the Creditors Committee.  The Bidding
   Procedures may be modified by the Debtors and Sellers, in
   consultation with the Creditors Committee, as may be
   determined to be in the best interests of their estates or
   creditors.

F. Irrevocability of Certain Bids

   The bid of the Winning Bidder will remain open and
   irrevocable in accordance with the terms of the purchase
   agreement executed by the Winning Bidder.  The bid of the
   the next highest or best bidder will remain open and
   irrevocable until the earlier to occur of:

   (a) the consummation of a sale of the Assets; and

   (b) 90 days following the entry of the Sale Order.

   If Paragon is either the Winning Bidder or the Back-up
   Bidder, then its highest or best bid will remain irrevocable
   in accordance with the terms of the Purchase Agreement.  If
   Paragon is neither the Winning Bidder nor the Back-up Bidder,
   then its highest or best bid will, in addition to the bids
   of the Winning Bidder and the Back-up Bidder, remain
   irrevocable in accordance with the terms of the Purchase
   Agreement.

G. Retention of Earnest Money Deposits

   The Earnest Money Deposit of the Winning Bidder will be
   retained by the Sellers in accordance with the terms of the
   purchase agreement executed by the Winning Bidder.  The
   Earnest Money Deposit of the Back-up Bidder will be held
   until the earlier to occur of:

   (a) consummation of a sale of the Assets; and

   (b) 90 days following the entry of the Sale Order.

   If Paragon is the Back-up Bidder, then its Deposit will be
   retained by the Sellers in accordance with the terms of its
   Purchase Agreement.  If Paragon is neither the Winning Bidder
   nor the Back-up Bidder, then, in addition to the retention of
   the Earnest Money Deposits of the Winning Bidder and the
   Back-up Bidder, Paragon's Deposit will be retained by the
   Sellers in accordance with the terms of the Purchase Agreement
   and the Escrow Agreement.

H. Failure to Close

   In the event the Winning Bidder fails to consummate the
   proposed transaction by the closing date contemplated in the
   purchase agreement agreed to by the parties for any reason,
   the Sellers will:

      (i) retain the Earnest Money Deposit of the bidder, to the
          extent provided in the Purchase Agreement it executed;

     (ii) maintain the right to pursue all available remedies,
          whether legal or equitable, available to it subject to
          the terms of the executed Purchase Agreement; and

    (iii) upon consultation with the Creditors Committee, be free
          to consummate the proposed transaction with the next
          highest or best bidder at the highest price bid at the
          Auction without the need for an additional Court
          hearing or order.

I. Non-Conforming Bids

   Notwithstanding anything to the contrary, the Debtors and the
   Sellers, in consultation with the Creditors Committee, will
   have the right to entertain non-conforming bids for the
   Assets.

J. Non-Solicitation of Third Parties

   Paragon, any bidder, or any of its directors, officers,
   employees, accountants or other agents or representatives will
   not directly, or indirectly, solicit a bid from a third party
   to purchase the Assets or engage in or continue any discussion
   or negotiations with any party that has made or who may bid
   for the Assets.

K. Expenses

   Any bidders presenting bids will bear their own expenses in
   connection with the sale of the Assets, whether or not the
   Sale is ultimately approved.

In addition, in the event that the Purchase Agreement is
terminated under certain conditions and an Alternative
Transaction closes, the Sellers will pay Paragon, within two
business days after the closing of the Alternative Transaction,
an amount equal to 3% of the total purchase price as the Break-Up
Fee, payable to the Sellers under the Alternative Transaction.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, contends that proposed Bidding Procedures provide a fair
and reasonable means of ensuring that the Assets are sold for the
highest or best offer attainable.  Moreover, the procedures
provide flexibility so as to enable an interested party in
submitting a better offer.

The Debtors and the Sellers believe that the Break-Up Fee is fair
and reasonable and will initiate an overbid process at the floor
that is desirable for the Sellers, will foster competitive
bidding for the Assets, and will confer a benefit to the Sellers
at least equal to the amount of the Break-Up Fee.

                           The Notice

Under Rules 2002(a) and (c), and 6004 of the Federal Rules of
Bankruptcy Procedure, the Debtors are required to notify their
creditors and other parties-in-interest of the proposed sale of
the Assets, including a disclosure of the time and place of the
Auction, the terms and conditions of the sale, and the deadline
for filing objections.

The Debtors propose to send Notice to:

   -- the Office of the United States Trustee;

   -- the counsel for the DIP Lenders;

   -- the counsel for the Creditors Committee;

   -- Paragon and its counsel;

   -- Boulder Power, LLC, and all of its members;

   -- all entities known to the Sellers that have asserted any
      lien, claim or encumbrance in the Assets, if any;

   -- all parties who submitted a prior bid for the Assets;

   -- all parties who expressed in writing to the Sellers an
      interest in the Assets or who the Sellers believe would be
      interested in acquiring the Assets;

   -- all relevant taxing authorities;

   -- the ENA Examiner;

   -- the counsel for the Employee Committee; and

   -- all entities who had filed a notice of appearance and
      request for service of papers in these cases.

Objections to the Sale are due July 19, 2004.  (Enron Bankruptcy
News, Issue No. 115; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ENVIRONMENTAL LAND: Has Until July 15 to File Bankruptcy Schedules  
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia, gave
Environmental Land Technology, Ltd., 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 has until July
15, 2004 to file their Schedules of Assets and Liabilities and
Statement of Financial Affairs.

Headquartered in Washington, District of Columbia, Environmental
Land Technology, Ltd., filed for chapter 11 protection on
June 8, 2004 (Bankr. D.C. Case No. 04-00926).  Donald A. Workman,
Esq., at Foley & Lardner represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of over $10 million and
estimated debts of over $50 million.


FLEMING COS: Systems 2000 Agrees to Pay $684K to Resolve Dispute
----------------------------------------------------------------
The Fleming Companies, Inc. Debtors ask the Court to approve a
Release and Covenant Not to Sue with Systems 2000, Inc.

Systems signed military distribution agreements with the Debtors'
Garland Texas Division, Lubbock Texas Division, Salt Lake City
Utah Division, Phoenix Arizona Division, and Hawaii Division.  
Under these Agreements, the Divisions bought products from
Systems and served as Systems' distributor of those products to
certain military commissaries and exchanges.  The parties were
obligated to make periodic payments to the other for purchases
and the provision of services.

Systems filed a proof of claim for $318,886.33 in the Debtors'
cases.  In addition, Systems owes the Debtors $1,007,000 under
the terms of the Agreements.

The parties agree on a global settlement to resolve all
outstanding amounts owed to the Debtors:

       (1) Systems agrees to pay the Debtors $684,154.85
           in settlement of the account receivable balance;

       (2) Systems' claim is deemed withdrawn with prejudice;

       (3) The Debtors and Systems exchange general releases;
           and

       (4) The Debtors and Systems agree not to sue each other,
           or to institute any legal or administrative proceeding
           against the other.

Under the settlement, the Debtors receive payment of 65% of the
outstanding account receivable owed by Systems in return for a
general release.  The Debtors believe that they are not
relinquishing any bona fide claims.  Systems also agrees to
withdraw the proof of claim, which will eliminate any potential
litigation expenses and claim exposure.

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)


FUN-4-ALL: Gets OK to Hire Esanu Katsky as Bankruptcy Attorneys
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Fun-4-All Corp.'s application to
employ Esanu Katsky Korins & Siger, LLP as its counsel.

Esanu Katsky will:

   a) advise the Debtor with respect to its powers and duties in
      the continued operation of its business and management of
      its property as a debtor and debtor-in-possession;

   b) represent the Debtor before this Court (and any other
      applicable court) and at all hearings on matters
      pertaining to its affairs as a debtor and debtor-in-
      possession, including prosecuting and defending any
      litigated matters that may arise during the Chapter 11
      case;

   c) advise and assist the Debtor in the preparation and
      negotiation of a plan of reorganization with its
      creditors;

   d) advise and assist the Debtor in its communications,
      dealings, negotiations and meetings with creditors and
      other parties-in-interest;

   e) advise and assist the Debtor with any sale, lease or other
      disposition of any assets;

   f) advise and assist the Debtor in the review of all claims
      and causes of action held by the Debtor and the estate and
      preparing, prosecuting and/or defending (as applicable)
      all pleadings, motions or objections requested by the
      Debtor in connection therewith;

   g) prepare all necessary or desirable applications, answers,
      orders, objections, reports, and other legal documents;
      and

   h) perform all other legal services for the Debtor or the
      estate that may be desirable or necessary or requested by
      the Debtor.

The firm's current hourly rates range from:

         Designation            Billing Rate
         -----------            ------------
         Associate              $200 to $340 per hour
         Partners               $340 to $525 per hour
         Paralegals             $155 per hour

The principal attorneys currently designated to represent the
Debtor and their current standard hourly rates are:

         Professional           Billing Rate
         ------------           ------------
         Steven H. Newman       $370 per hour
         Robert A. Abrams       $340 per hour
         George Stavis          $205 per hour
         Dean M. Solomon        $200 per hour

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.


HAYES LEMMERZ: HLI Trust Settles 30 Avoidance Claims For $655,200
-----------------------------------------------------------------
The HLI Creditor Trust asks the Court to approve the settlement
of 30 avoidance claims aggregating $655,200:

                                                       Settlement
   Vendor                                                Amount
   ------                                              ----------
   Alimentos Loz-Car S.A. de C.V.                        $10,000
   Barnes Group, Inc., d/b/a Barnes Distribution          47,000
   Cass Polymers of Michigan, Inc.                        10,000
   City of Cadillac, Michigan                              2,100
   CRM, Inc.                                              25,000
   Cummins Lumber                                          9,000
   Dal-Tile Corporation                                   12,000
   Emhart Teknologies Inc., a/k/a Emhart Heli-Coil         7,500
   F.J. Rettig & Sons, Inc.                                6,000
   Gokoh Corporation                                     103,000
   Grand Haven Steel Products, Inc.                        3,500
   Hanna Sales                                            80,000
   Indiana Refractories, Inc.                             57,500
   Kelsay Tool & Die, Inc.                                16,600
   Koma Precision, Inc.                                    3,500
   Lindale Consulting, Inc.                                7,500
   Madison-Smith Machine & Tool Company                   15,000
   Maintenance Source, LLC                                17,000
   Panorama Engineering Inc.                              13,000
   Praxair, Inc.                                          10,000
   Precision Strip, Inc.                                   7,500
   Quality Mill Supply Co., Inc.                          30,000
   Roll-A-Matic, Inc.                                      6,000
   Southeastern Industrial Fabrication, Inc. d/b/a SIFCO   7,000
   Southwestern Motor Transport                           18,500
   Taylor Made Machining                                  25,000
   The Bailey Company                                     25,000
   Thyssenkrupp Specialty Steels, Inc.                    22,000
   Vectren Corp.                                          14,000
   Wagner Havana, d/b/a Intermet Decatur Foundry          45,000

(Hayes Lemmerz Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INT'L TRUST: Taps Loyola for Shareholder Communication Services
---------------------------------------------------------------
International Trust and Financial Systems, Inc. announced the
engagement of Loyola Financial Services for the purpose of
improving communication between shareholders and upper management
as well as alleviating some of the pressures of operating a public
company.  Shareholders should benefit immediately from the readily
available information and added third party objectivity.

Loyola Financial is an Independent Investment Banking Services
firm focused on mergers & acquisitions, financial restructuring,
managing investor databases for publicly traded companies, and
creating an online presence. We are a specialized business
development firm for public and private emerging growth companies.  
Loyola Financial is an independent firm owned by its partners. In
contrast to many of our competitors, we are not part of a larger
financial institution that serves many competing interests. We
serve a wide range of corporations looking for non-conflicting
advice and assistance on their most pressing issues. Loyola
Financial Services is not a Broker Dealer or a Law Firm.

W.H. Marmion, CEO of International Trust and Financial Systems,
Inc. stated: "We like the intelligence, tenacity, and enthusiasm,
Loyola Financial displays when assisting us with the day to day of
being a public company. Over the years we have had an extensive
and significant relationship with key members of Loyola Financial,
and we are delighted with the services provided by the firm."

Ash Mascarenhas, Founder of Loyola Financial commented: "Our forte
is assisting our clients in handling the tedious and time
consuming aspects of being a public company.  This allows our
clients to do what they do best, manage the business of operating
their company! Our team of professionals will provide the
investment community with an intelligent and accurate portrayal of
your company's history.  We at Loyola Financial Services look
forward to hearing from every shareholder."

                          *   *   *

As previously reported, on March 19, 2004, International Trust and
Financial Systems terminated the client-auditor relationship
between Randy Simpson, C.P.A., PC and the Company.
  
Simpson's reports on the Company's financial statements for the  
year ended December 31, 2002 raised substantial doubt about its  
ability to continue as a going concern.
  
The decision to change accountants was recommended by the  
Company's Board of Directors.
  
On March 19, 2004 the Company engaged Malone & Bailey, P.C.,  
certified public accountants, as its independent accountants to  
report on the Company's balance sheet as of December 31, 2003, and  
the related combined statements of income, stockholders' equity  
and cash flows for the year then ended. The decision to appoint  
Malone & Bailey was approved by the Company's Board of Directors.


IVACO INC: Court Sets August 6 As Last Day to File Proofs of Claim
------------------------------------------------------------------
On June 18, 2004, the Ontario Superior Court of Justice ordered
that the Monitor Ernst & Young Inc. send Proof of Claim Document
Packages to all known Creditors of Ivaco Inc. and its debtor-
affiliates.

August 6, 2004 at 5:00 p.m. is the deadline for creditors to file
proofs of claim in account of debts that arose on or before June
18, 2004. Proof of claim forms must be submitted to the Claim
Monitor:

     By Mail:

          Ernst & Young Inc.
          C.P. 4500, succ. B
          Montreal, QC H3B 5J3
          Attention: Michel Marleau

     By Courier:

          Ernst & Young Inc.
          Suite 2400
          1, Place Ville Marie
          Montreal, QC H3B 3M9

Copies of Proofs of Claim may be obtained by contacting Ernst &
Young, Inc. at telephone number: 1-866-259-1420 and fax: (514)
395-4933 or at http://www.ey.com/ca/ivaco/

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum.


JILLIAN'S ENTERTAINMENT: Hiring Falls & Co., as PR Consultants
--------------------------------------------------------------
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 Robert Falls
& Co., as their Public Relations Consultants.

Falls & Co., is a public relations firm that has extensive
experience in crisis communications on behalf of financially
troubled companies involving matters such as corporate
transactions, bankruptcies, reorganizations and restructurings.
The Company also specializes in corporate communications.

The Debtors expect Falls & Co., to:

   a) prepare materials to be distributed to Debtors' employees
      explaining the impact of the Chapter 11 Cases;

   b) draft correspondence to creditors, vendors, employees and
      other interested parties regarding the Chapter 11 Cases;

   c) prepare written guidelines for head office and location
      managers to assist them in addressing employee and
      customer concerns;

   d) prepare news releases for dissemination to the media for
      distribution;

   e) interface and coordinate media reports to ensure that they
      contain the correct facts;

   f) assist the Debtors in maintaining their public image;

   g) assist the Debtors in handling inquiries, e.g., employees,
      vendors, customers, etc., and developing internal systems
      for handling such inquiries; and

   h) perform other duties in addition to the Corporate
      Communications Services as may be required by the Debtors
      in the Chapter 11 Cases.

The Debtors will pay Falls & Co., a blended hourly rate of $175
per hour.

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


KAISER ALUMINUM: Wants To Sell QAL For At Least $525,000,000
------------------------------------------------------------
Queensland Alumina Limited is a Queensland, Australia corporation
that operates as an independent production company.  The direct
shareholders in QAL are referred to as Participants and their
parent companies are referred to as Guarantors.  Kaiser Alumina
Australia Corporation, a wholly owned subsidiary of Kaiser
Aluminum and Chemical Corporation, is a Participant in QAL and
KACC is a Guarantor.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that QAL operates an alumina
refinery at Gladstone in Queensland that tolls bauxite, supplied
by the Participants, into alumina at a cost in proportion to the
Participants' ownership interests in QAL.  Kaiser Australia and
certain of the other Participants purchase the bauxite for
processing at QAL from Comalco Limited pursuant to separate
bauxite supply agreements.

Mr. DeFranceschi notes that the Participants and the Guarantors,
together with QAL, are parties to a Participants Agreement, dated
as of July 31, 1964, and five separate tolling contracts under
which each Participant is severally and conditionally obligated
to take its share of alumina produced by QAL and pay, among other
things, its proportionate share of the costs and expenses of
QAL's operations.

KACC, Kaiser Aluminum International, Inc., and Kaiser Australia's
interests in and related to QAL consist of:

   (a) 20% of the outstanding shares of QAL;

   (b) rights and obligations under the Participants Agreement,
       tolling contracts, and related agreements;

   (c) rights and obligations under all other agreements between
       or among the Participants, their parent corporations
       and others, as the case may be, with respect to financing
       for QAL, including related reimbursement of interest
       expenses and security arrangements;

   (d) rights and obligations under the bauxite supply agreements
       relating to QAL;

   (e) interests in certain alumina and bauxite inventories; and

   (f) rights and obligations under certain alumina sales
       contracts with third parties.

               Comalco's Right of First Opportunity

On October 14, 1982, KACC, CRA Limited and Comalco entered into
an Agreement Collateral to Share Purchase Agreement, pursuant to
which Comalco is entitled to a right of first opportunity if at
any time KACC wishes to sell or otherwise dispose of all or any
part of the QAL Interests.

If KACC desires to sell all or any part of the QAL Interests, the
Collateral Agreement provides, among other things, that these
obligations and procedures will apply to each of KACC and
Comalco, as applicable, to give effect to the RFO:

   (a) KACC is required to give notice in writing to Comalco of
       its intention to sell any QAL Interests indicating, to the
       extent possible, the terms and conditions on which it is
       willing to sell the QAL Interests to Comalco;

   (b) Within 30 days of receipt of the notice from KACC, Comalco
       must give written notice to KACC stating either that:

        (i) it does not wish to acquire the QAL Interests; or

       (ii) it is interested in acquiring the QAL Interests and
            wishes to meet with KACC's authorized representatives
            to negotiate terms and conditions on which it would
            be willing to purchase the QAL Interests;

   (c) If within 60 days from the first meeting between KACC and
       Comalco representatives, the parties have not agreed on
       a basis for the sale of the QAL Interests, KACC must send
       a second notice to Comalco stipulating the price and other
       relevant terms and conditions on which it offers to sell
       the QAL Interests to Comalco; and

   (d) Comalco has 30 days from the receipt of the second notice
       to accept or reject KACC's offer.  If Comalco rejects the
       offer, KACC has 180 days in which to enter into a legally
       enforceable commitment to sell the QAL Interests on terms
       and conditions no more favorable to the purchaser than the
       terms offered to Comalco in the second notice.

                     Sale Process Overview

Since the Petition Date, the Debtors have been analyzing their
various assets to determine whether certain of those assets
should be sold because, among other reasons, they are not
necessary for the successful operation or reorganization of their
businesses.  As a part of this analysis, the Debtors determined,
with the support of the Official Committee of Unsecured
Creditors, the Official Committee of Asbestos Claimants and
Martin J. Murphy, the legal representative for future asbestos
claimants, that it was appropriate to explore the value that
could be recognized on a sale of certain of their commodities
businesses, including the QAL Interests.

         KACC's Compliance with the Collateral Agreement

On January 12, 2004, pursuant to the Collateral Agreement, KACC
sent Comalco a written notice of its intention to sell all of the
QAL Interests.

On February 4, 2004, Comalco sent its notice to KACC, indicating
that it was interested in negotiating with KACC regarding the
terms and conditions on which it would be willing to purchase the
QAL Interests.

Thereafter, KACC sent a term sheet, timetable and other pertinent
information regarding the proposed sale to Comalco and scheduled
two meetings at a mutually convenient location to discuss KACC's
proposed sale of the QAL Interests to Comalco on February 18,
2004 to February 20, 2004, and on March 2, 2004 to March 4, 2004.

The first meeting resulted in the formulation of a draft purchase
agreement with exhibits and schedules that were prepared by KACC
and submitted to Comalco.

After the second meeting, KACC and Comalco exchanged several sets
of comments and revisions to the draft purchase agreement and
continued their negotiations telephonically on various dates.  A
third meeting was planned for March 30, 2004 to March 31, 2004,
but prior to the third meeting, it became clear that Comalco was
unwilling to agree to pay KACC's proposed price.  As a result,
the third meeting was cancelled.

Following the third meeting's cancellation, KACC, in consultation
with the Creditors Committee, began preparation of its second
notice to Comalco, as required under the Collateral Agreement.  
The Second Notice triggered Comalco's 30-day right to accept or
reject KACC's sale offer.  The Second Notice was sent to Comalco
on or about May 4, 2004, and included an offer to sell the QAL
Interests to Comalco for $515 million, plus assumption of related
liabilities, subject to certain purchase price adjustments.  The
purchase price included in the Second Notice was determined in
consultation with the Creditors Committee and after taking into
account expressions of interest received from potential
purchasers.

On May 14, 2004, Comalco sent written notice rejecting the KACC
offer and confirming that, in accordance with the Collateral
Agreement, KACC would have a period of 180 days to enter into a
legally enforceable commitment to sell the QAL Interests to a
third-party on terms and conditions no more favorable to the
purchaser than those contained in the Second Notice.

                  Solicitation of Formal Bids

Concurrently with, but separate from, KACC's required notices and
negotiations for the proposed sale of the QAL Interests to
Comalco in compliance with the Collateral Agreement, Lazard
Freres & Co., the Debtors' financial advisor, developed a
confidential offering memorandum to provide information regarding
the QAL Interests to prospective purchasers.  Lazard contacted 35
potential bidders, 22 of whom entered into confidentiality
agreements entitling them to receive the Offering Memorandum and
conduct due diligence.  To facilitate due diligence, Lazard
worked with the Debtors to establish a virtual data room
containing the principal documents and materials pertaining to
the QAL Interests.

Potential purchasers that received the Offering Memorandum were
asked to submit expressions of interest for the purchase of the
QAL Interests by March 23, 2004.  Several expressions of interest
were received and potential purchasers have begun due diligence.
During the due diligence process, the Debtors and Lazard also
began arranging for bidders to visit QAL's facilities in
Australia.  To date, five potential bidders have toured the QAL
plant in Queensland.

On May 21, 2004, Lazard circulated to potential bidders a letter
setting forth the guidelines and timing with respect to the
submission of binding proposals for purchase of the QAL
Interests, together with a form of definitive purchase agreement
-- including exhibits and schedules -- and proposed auction
bidding procedures.  The Process Letter distributed by Lazard set
a deadline of June 4, 2004 for the submission of formal bids.
After a review of the bids and consultation with the Creditors
Committee, the Debtors intended to select a stalking horse
bidder, negotiate a stalking horse agreement and proceed with an
auction.

Although formal bids were received by the June 4 submission
deadline, none of the bids viewed by the Debtors and the
Creditors Committee were determined to be satisfactory.
Accordingly, the Debtors, in consultation with Lazard and the
Creditors Committee:

   (a) determined that the best way to maximize the value
       received for the QAL Interests would be to subject the
       QAL Interests to an auction with a set reserve price,
       established on the basis of the expressions of interest
       received and the price included in the Second Notice; and

   (b) developed bidding procedures that they believe will result
       in the highest or otherwise best offer for the QAL
       Interests.

                     The Purchase Agreement

A. Acquired Assets

   The form of Purchase Agreement the Debtors propose to enter
   into with the party that is determined to be the Successful
   Bidder provides for the Debtors' sale to the Successful Bidder
   of these assets:

   (a) 442,399 Class A ordinary shares of QAL, held by Kaiser
       Australia and one Class A ordinary share of QAL, held by
       KACC in trust for Kaiser Australia;

   (b) Assignment by the Debtors to the Successful Bidder of all
       of their rights in, to and under all agreements and
       arrangements relating to QAL, including:

       -- the Participants Agreement,
       -- the Agreement Between Parents,
       -- the Gladstone Tolling Contracts,
       -- the Gladstone Bauxite Supply Agreements,
       -- the Interest Reimbursement Agreement, and
       -- the QAL Financing Agreements.

       The Successful Bidder will assume all of the obligations
       related to the agreements;

   (c) Assignment by KACC of all its rights under the Collateral
       Agreement -- relating to the RFO.  The Successful Bidder
       will assume all of KACC's obligations related to the
       assignment of rights;

   (d) Assignment by KAII of all of its rights pursuant to the
       Kaiser Alumina Sales Contracts.  The Successful Bidder
       will assume all of KAII's related obligations;

   (e) Sale by the Debtors to the Successful Bidder of all
       alumina produced by QAL for the account of the Debtors at
       calcination by the closing date, including unbilled
       alumina and billed but not shipped alumina, at a price of
       $225 per metric ton; and

   (f) Sale by the Debtors to the Successful Bidder of all
       bauxite delivered to the Debtors under the Gladstone
       Bauxite Supply Agreements and not processed into alumina
       by QAL for the Debtors by the Closing Date -- whether on
       board ship, in stock or in process -- at a formula price
       specified in the Purchase Agreement.

B. Purchase Price

   The Successful Bidder will pay to the Debtors in respect of
   the Acquired Assets a cash purchase price, the final amount of
   which will be determined on conclusion of the proposed
   bidding procedures, but which will be at least $525 million.

   The purchase price will be subject to certain adjustments:

   (a) Plus or minus 20% of the U.S. dollar equivalent of the
       amount by which QAL's net working capital -- adjusted to
       eliminate trade receivables from Participants and unbilled
       alumina inventory -- as of the month end immediately
       preceding the Closing Date exceeds AU$30 million or is
       less than AU$20 million, as the case may be;

   (b) Plus or minus the U.S. dollar amount by which the 20%
       portion of the financing for QAL guaranteed by KACC
       pursuant to the QAL Financing Agreements, excluding any
       working capital debt, is less than or exceeds, as the case
       may be, US$60 million on the Closing Date;

   (c) Plus an amount in U.S. dollars representing the purchase
       price of the unbilled and billed but not shipped Alumina
       as of the Closing Date;

   (d) Plus an amount in U.S. dollars representing the purchase
       price for the Kaiser Bauxite;

   (e) Plus an additional amount of up to $1,786,000 in the
       event the Closing under the Purchase Agreement occurs
       before certain scheduled delivery dates for alumina
       pursuant to one of the Kaiser Alumina Sales Contracts; and

   (f) Plus an additional amount based on the forward metals
       price for certain aluminum metals on the London Metals
       Exchange on the Closing Date if certain tonnages of
       alumina are released for sale by the Successful Bidder in
       2005 due to early termination of one of the Kaiser Alumina
       Sales Contracts.

C. Deposit

   At the time the parties enter into the Purchase Agreement, the
   Successful Bidder will be required to pay into escrow a
   deposit of $50,000,000.  The Deposit will be held in escrow
   pending the Closing, and will be credited toward the total
   purchase price payable to the Sellers at the Closing.

D. Alumina Supply Agreement

   The Purchase Agreement also provides that the Debtors and the
   Successful Bidder will enter into an alumina supply agreement
   at the Closing, pursuant to which KAII or another affiliate
   will purchase from the Successful Bidder, and the Successful
   Bidder will sell and deliver to the purchaser, 150,000 metric
   tons of alumina produced at QAL in each of 2006 and 2007.  The
   purchase price for the alumina in each year will be based on
   specified percentages of the price set for certain aluminum
   metals on the London Metals Exchange.

                   Postpetition Lender Approval

According to Mr. DeFranceschi, the Debtors' postpetition credit
agreement expressly prohibits the sale of the QAL Interests.  In
addition, the Credit Agreement contains other provisions that
address or could be affected by the sale of the QAL Interests,
including provisions that:

   (a) address the use of proceeds from asset dispositions;

   (b) determine the extent of the borrowing base under the
       credit agreement; and

   (c) contain certain financial covenants.

As a result, postpetition lender approval and amendments to the
Credit Agreement will be necessary before the Debtors can
consummate the sale of the QAL Interests.

Mr. DeFranceschi relates that on May 20, 2004, the Debtors filed
a motion to enter into the seventh amendment to the Credit
Agreement, which contemplated, among other things, to allow the
Debtors to proceed with the disposition of their commodities
businesses, including the QAL Interests.  The Seventh Amendment
Motion is scheduled for hearing on July 19, 2004.

Accordingly, the Debtors seek the Court's authority to sell the
QAL Interests free and clear of liens, claims, encumbrances and
other interests, if any, with the liens, claims, encumbrances and
other interests attaching to the proceeds of the sale with the
same validity and priority as they attached to the QAL Interests,
and in pursuant to the Purchase Agreement and with the proposed
bidding procedures.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
45; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KAUPPI OIL ENTERPRISES: Case Summary & 15 Unsecured Creditors
-------------------------------------------------------------
Debtor: Kauppi Oil Enterprises, Inc.
        dba Kauppi Konvenience
        dba Osceola Service Center
        P.O. Box 148
        Calumet, Michigan 49913

Bankruptcy Case No.: 04-90586

Type of Business: The Debtor operates a grocery store.

Chapter 11 Petition Date: June 25, 2004

Court: Western District of Michigan (Marquette)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Donald W. Bays, Esq.
                  Osstyn, Bays, Ferns & Quinnell
                  419 West Washington Street
                  Marquette, MI 49855
                  Tel: 906-228-3650

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Draeger Oil                                 $99,110

Rowe Oil Company                            $76,352

Heartland Distributing                      $33,327

UPPCO                                        $9,664

Superior Auto Parts                          $8,773

Pomps Tire                                   $7,471

Hancock Bottling                             $6,923

Concepts Consulting                          $5,934

Ferrellgas                                   $4,365

Bertoldi Oil                                 $4,302

Davis, Judy                                  $3,000

Waste Management                             $1,339

Halron Oil                                   $1,179

Michigan America Water                         $797

Lease Acceptance                               $350


KIEL BROS OIL: Section 341(a) Meeting Slated for July 26, 2004
--------------------------------------------------------------
The United States Trustee will convene a meeting of Kiel Bros. Oil
Company, Inc.'s creditors at 1:30 p.m., on July 26, 2004, in Room
416A at the U.S. Courthouse, 46 E. Ohio St., Indianapolis, Indiana
46204.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Columbus, Indiana, Kiel Bros. Oil Company, Inc.,
operates a convenience store and has a wholesale fuel supply
business. The Company filed for chapter 11 protection on June 15,
2004 together with its affiliate KP Oil, Inc. (Bankr. S.D. Ind.
Case No. 04-92128).  Jay Jaffe, Esq., at Baker & Daniels
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
both estimated debts and assets of over $10 million.


KITCHEN ETC: Hires ADA as Disposition and Wind-Down Consultants
---------------------------------------------------------------
Kitchen Etc., Inc., wants to employ Asset Disposition Advisors,
LLC as its asset disposition and wind-down consultants.

The Debtor tells the U.S. Bankruptcy Court for the District of
Delaware that it needs ADA's services particularly in its
inventory and trade fixtures.

Specifically, ADA will:

   a) perform or advise the Company regarding the disposition of
      selected non-core business assets, including designated
      store location, inventory, furniture, fixtures and
      equipment, leasehold interests or fee owned properties:

      - review and advise with respect to issues associated with
        any planned store closures;

      - review and advise with respect to the timing and
        coordination any planned store closures;

   b) identify and contact proposed purchasers of select
      business operations or assets, including stores selected
      for closure:

      - assist in the preparation of an appropriate information
        package for distribution to potential bidders;

      - review bid proposals and assist in negotiations with the
        various parties to ensure recoveries are maximized;

      - provide a professional liquidation alternative to the
        Company, should third party going concern bids be deemed
        insufficient;

      - observe, if necessary, physical inventories that may be
        taken;

      - monitor the conduct and results of any third party
        selected to liquidate any inventory.

   c) review and inspect the Company's assets, including, but
      not limited to:

      - inventory;
      - operating leases;
      - real estate leases;
      - fixed assets;
      -  etc.;

   d) assist with the evaluation of core business assets versus
      non-core assets;

   e) prepare going concern and liquidation value analyses of
      any and all portions of the Company's business;

   f) attend meetings, as requested, with the Company, its
      lenders, the any official or unofficial committee of
      creditors that may be appointed, potential investors, and
      other parties in interest; and

   g) perform such other services as requested by the Debtor in
      connection with the disposition of the Debtors' assets.

Paul Traub, a principal of ADA reports that the firm's current
hourly rates are:

            Designation          Billing Rate
            -----------          ------------
            Principals           $595 to $500 per hour
            Senior Consultants   $525 to $475 per hour
            Junior Consultants   $385 to $225 per hour
            Support Staff        $75 to $150 per hour

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


KITCHEN ETC: Appoints CPT Group as Claims and Balloting Agent
-------------------------------------------------------------
Kitchen Etc., Inc., wants to appoint CPT Group, Inc., as the
official, noticing, claims and solicitation and balloting agent in
its on-going chapter 11 case.

The Debtor tells the U.S. Bankruptcy Court for the District of
Delaware that it has hundreds of creditors. Because of this
administrative burden, the Office of the Clerk of the Bankruptcy
Court will likely have difficulty docketing and maintaining the
many proofs of claim that the Debtor anticipate will be filed in
this case.

The Debtor expects CPT to:

   a. electronically transfer the Debtor's creditor database or,
      if information is not available electronically, input data
      directly from available source files;

   b. assist the Debtor in preparation of its schedules of
      assets and liabilities;

   c. print and mail the first day orders, Section 341 notices,
      bar date notice and proof of claim form to all potential
      claimants;

   d. docket all claims received by the Clerk's Office and by
      CPT, maintain the official claims register on behalf of
      the Clerk of the Court and provide to the Clerk a
      duplicate thereof as the Court requires;

   e. upon completion of the docketing process for all claims
      received by the Clerk's Office, turn over to the Clerk a
      copy of the claims register for the Clerk's review;

   f. specify in the claims register for each claim docketed:

        (i) the claim number assigned,

       (ii) the date received,

      (iii) the name and address of the claimant or agent, and

       (iv) the amount and classification of the claim asserted
            by each claimant;

   g. maintain the mailing list of all entities that have filed
      proofs of claim, which list shall be available upon
      request of any party in interest or the Clerk;

   h. provide services relating to the solicitation of
      acceptances and rejections of any plan of reorganization
      filed by the Debtor; and

   i. other services as may be requested by the Clerk's Office
      or the Debtor in connection with processing claims,
      providing notice to known creditors, and solicitation
      and balloting activities.

CPT's fees are:

      Services                        Fee
      --------                        ---
      Set-up Fee                      $1,000 per case
      Custom Application Development  $100 per hour
      Scanning Fee                    $45 per hour
      Hosting Fee                     $250 per month
      Clerical                        $40 per hour
      Docketing Supervisor            $70 per hour
      Programming                     $100 per hour
      Call Center                     $2.00 per call
      e-mail Webmaster Support        $2.00 per message
      Tech Support                    $40 per hour

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


KMART CORP: Continental Properties Wants To Amend Damage Claims
---------------------------------------------------------------
Continental Properties Company, Inc., asks the Court to:

    -- allow it to amend its proofs of claim relating to certain
       non-residential real property leases that the Kmart
       Corporation Debtors rejected; and

    -- deem the amended proofs of claim timely filed.

                          Milwaukee Lease

On August 2, 2001, the Debtors and Continental entered into a
lease agreement wherein Continental was to construct a store in
Milwaukee, Wisconsin, to the Debtors' specification.  The Debtors
agreed to fixture and occupy the premises and to pay rent.
However, before the scheduled store completion, the Debtors
rejected the Milwaukee Lease effective April 27, 2002.

Continental timely filed a proof of claim against the Debtors for
$11,246,922 -- comprised of $5,758,710 in rejection damages,
$5,484,712 in construction damages, and $3,500 in attorneys'
fees.  Continental is no longer pursuing the attorneys' fees
portion of the Milwaukee Claim.

The Milwaukee Claim was later superseded by Claim No. 45583 and
was expunged by a May 14, 2004 Court Order.  Under the May 14
Order, the Court allowed the basic rent portion of the rejection
damages claim for $5,158,710 and reserved each of the parties'
rights with respect to the claim's remaining components.
Continental has asserted, and the Debtors have disputed, that
Continental is entitled to an additional $200,000 per year for
real estate taxes or $600,000 total after application of the
statutory cap under Section 502(b)(6) of the Bankruptcy Code.

                          Naperville Lease

On March 30, 2001, the Debtors and Continental entered into a
lease agreement to construct a Kmart store in Naperville,
Illinois.  The Debtors rejected the Naperville Lease effective
April 27, 2002.

Continental timely filed a proof of claim for $14,030,796.  The
Naperville Claim is comprised of rejection damages for
$6,757,858, construction damages for $6,478,589, and attorneys'
fees for $3,500.  Continental is no longer pursuing the
attorneys' fees portion of the Naperville Claim.

The Naperville Claim was later superseded by Claim No. 45580,
which was filed on September 27, 2002, for $13,239,947.  The
Naperville Claim was expunged by a May 14, 2004 Court Order.  The
May 14 Court Order allowed the basic rent portion of the
rejection damages claim for $6,157,858.  Continental asserted an
additional $200,000 per year for real estate taxes or $600,000
after application of the Cap.

                           Amended Claims

Christopher T. Sheean, Esq., at Kelley Drye & Warren, LLP, in
Chicago, Illinois, asserts that it was not until the Debtors and
Continental began reconciling the Claims that Continental
determined, as a protective measure, that it should file amended
claims to fully clarify the components of its rejection damages
claim.  Continental has tried unsuccessfully to resolve the
matter with the Debtors.  There is no bad faith or dilatory
conduct on the part of Continental.  Continental is merely
seeking to clarify its claims by including other rent charges set
forth under the Leases.

Mr. Sheean assures the Court that the Debtors and their creditors
will not suffer any prejudice as a result of the Amended Claims.
The amount of the amended claims will not change significantly.
After application of the Cap, Continental's other rent claims are
reduced by $180,763, to benefit all parties.

The Milwaukee Claim will be amended to reflect recurring other
rent annual charges of:

    -- $115,148 for real estate taxes; and

    -- $10,591 for insurance costs.

The Naperville Claim will be amended to reflect recurring other
rent annual charges of:

    -- $181,591 for real estate taxes;

    -- $11,470 for property taxes; and

    -- $20,945 for common area maintenance charges. (Kmart
    Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
    Inc., 215/945-7000)


LEMONTONIC INC: Revises Equity Financing Agreement With Wellington
------------------------------------------------------------------
Lemontonic Inc. (TSX-VEN: LEM) announces that Wellington West
Capital Inc. have agreed the previously announced proposed private
placement financing of 4,444,444 units of the Corporation at a
price of $0.45 per unit for gross proceeds to the Corporation of
$2 million will not be proceeding.

The Corporation and Wellington have agreed the Corporation will
proceed with a private placement of units for gross proceeds of up
to $1,500,000 at a price to be determined in the context of the
market for the class A shares of the Corporation. Each unit will
consist of one class A share and one-half of one warrant, with
each whole warrant entitling the holder to purchase one class A
share at a price of $0.45 per share for a period of eighteen
months from the closing date.

In connection with the Private Placement, Wellington will be paid
a cash commission of 7% of the subscription proceeds sold by
Wellington. In addition, Wellington will be granted an agent's
option to purchase that number of class A shares of the
Corporation that is equal to 10% of the number of units sold by
Wellington. Each agent's option shall entitle the holder to
acquire one class A share of the Corporation at the offering price
for a period of one year.

The completion of the Private Placement is subject to the approval
of the TSX Venture Exchange Inc. and all other necessary
regulatory approvals. Closing is expected to occur on or about
July 19, 2004.

The Corporation intends to use the proceeds from the Private
Placement for marketing, product research and development, as well
as for working capital purposes.

                       About Lemontonic

The Corporation's mission is to address the unrealized needs of
the online dating market with the aid of leading edge technology
and superior interactive design. The Corporation will be the
world's first  online dating service to be powered by Microsoft
Instant Messenger. For more info, http://www.lemontonic.com/

At December 31, 2003, Lemontonic Inc.'s balance sheet shows a
deficit of C$397,999.


LEMONTONIC INC: Signs Exclusive Advertising Pact with Toronto.com
-----------------------------------------------------------------
Lemontonic Inc. (TSX-VEN: LEM) announced that it has signed a
strategic advertising agreement with Toronto.com.

The Lemontonic dating service, as well as a selection of Toronto-
centric dating content will be accessible throughout the
Toronto.com website. Toronto.com users will now be able to access
the Lemontonic dating application from the Toronto.com web site,
and will have the opportunity to view recommended dating
destinations throughout the city, as well as to participate
in singles events being jointly held by Lemontonic and Toronto.com
within the greater Toronto area.

"We were faced with the challenge of finding an online vehicle
through which to connect with singles in Toronto, our largest
Canadian market," stated Mark Pavan, CEO, Lemontonic Inc. "We are
delighted to be able to enter into such an enhanced and multi-
faceted agreement with Toronto.com, Canada's largest local city
portal. This deal exemplifies Lemontonic's commitment to selecting
best of breed partners."

"We are happy to work with Lemontonic and assist in building
awareness in the Toronto area. The strategic advertising campaign
that we have developed with Lemontonic will be instrumental in
driving significant traffic to their site and will most definitely
help build their membership base over the coming year," stated
Elaine Kunda Director of Sales & Marketing.

                       About Toronto.com

Toronto.com is Canada's leading local portal and directory. It
provides users with in-depth content on Toronto and surrounding
areas, offering searchable information on more than 200,000
businesses, community organizations and local events. The Web site
provides users with editorial features, reviews, contests and a
number of interactive resources such as local event finder, e-mail
newsletters, maps, polls, coupons and virtual tours - it answers
the questions of what to do, where to go and what to buy.
Toronto.com reaches over 600,000 unique visitors every month.
Toronto.com is a division of Metroland Printing, Publishing &
Distributing Ltd, and is owned by Torstar Corporation.

                      About Lemontonic

The Corporation's mission is to address the unrealized needs of
the online dating market with the aid of leading edge technology
and superior interactive design. The Corporation will be the
world's first  online dating service to be powered by Microsoft
Instant Messenger. For more info, visit http://www.lemontonic.com/

At December 31, 2003, Lemontonic Inc.'s balance sheet shows a
deficit of C$397,999.


LES BOUTIQUES: Amends CCAA Plan of Compromise and Arrangement
-------------------------------------------------------------
Les Boutiques San Francisco Incorporees (TSX:SF.A)(TSX:SF.B)
announced that they have filed an amended plan of compromise and
arrangement with the Superior Court of Quebec pursuant to the
Companies' Creditors Arrangement Act that sets out the terms of
the restructuring of its debts and obligations.

The Amended Plan provides for the creation of a distinct category
of creditors of the Corporation comprised of the holders of the 8%
convertible unsecured subordinated debentures due 2008 and the
reorganization of the share capital of the Corporation, among
other things.

The share capital reorganization specifically includes the
conversion of all the Class A Multiple Voting Shares into Class B
Subordinate Voting Shares and the cancellation of 9,322,895 issued
and outstanding shares. As a result, the shareholders will, after
the reorganization, hold only 2,903,310 shares instead of the
12,226,205 shares that they actually hold.

Pursuant to the Amended Plan, the Corporation will from now offer
the holders of the 8% Debentures a dividend comprised of an
aggregate amount of $1.5 million as well as 9,322,895 shares in
the share capital of the Corporation, the whole payable within 30
days following the coming into force of the Amended Plan. The
issuance of the shares to the holders of the 8% Debentures is
conditional on all required regulatory approvals being obtained.
The number of shares that will be issued to the holders of the 8%
Debentures corresponds to the number of shares currently owned by
the shareholders that will be cancelled pursuant to the share
capital reorganization of the Corporation.

The Corporation also announced that it has agreed to amend the
offer of recapitalization and business recovery dated May 10, 2004
made by the group of investors in order notably to increase the
annual interest rate of the debentures to be issued under the
private placement from 10% to 12%. The group of investors also
informed the Corporation that the aggregate amount of the private
placement under the offer of recapitalization and business
recovery will be increased from $15.4 million to $17.2 million,
conditional on all required regulatory approvals being obtained.

The Corporation is proud to announce that during the creditors'
meeting held Monday, the chirographic creditors of the
Corporation, Les Ailes de la Mode Incorporees and Les Editions San
Francisco Incorporees have approved the Amended Plan. Moreover,
the Corporation postponed the meeting of the holders of 8%
Debentures to Wednesday, July 7, 2004 in order to give these
holders enough time to study the Amended Plan filed Monday.

Les Boutiques San Francisco Incorporees operates 137 stores in  
Quebec, Ontario, British Columbia and Alberta under five banners  
and targeting as many market segments. The Corporation also  
operates a chain of four Les Ailes de La Mode specialty department  
stores.


MERITAGE CORP: Hancock Communities to Operate as Meritage Homes
---------------------------------------------------------------
Meritage Corporation (NYSE: MTH), announced that its Phoenix
division, Hancock Communities, will take on the name of the parent
company and begin to operate as Meritage Homes.  As the company
enters a new phase of growth, Meritage Homes will offer a Hancock
Communities home series throughout the Valley.

Effective immediately, the 11 communities located throughout the
Phoenix Metropolitan area will be re-branded as Meritage Homes.  
As part of the Hancock Communities legacy, two communities will be
introduced as a new series -- Hancock Communities Series at Rancho
Bella Vista and Hancock Communities Series at Sundial, two long-
standing and vibrant communities.

"Hancock Communities has actually been a part of Meritage Homes
since 2001 and now the company is adopting the name of our parent
company," said Ron French, president of Meritage Homes.  "The
Hancock Communities team is very excited about our new name.  It
represents an important milestone for our business as we become
more clearly associated with the outstanding reputation and
resources of Meritage Corporation."

The newly named Meritage Homes is also unveiling a fresh
advertising campaign, which includes the introduction of a new
logo and colors.  In the coming months, the Meritage Homes name
will be incorporated into all billboards, signs, brochures and
sales materials.

"We are very pleased to roll out this new brand identity, one that
is consistent with Meritage's dedication to providing excellence
and integrity to homebuyers," said John Landon, who along with
Steve Hilton, is co-chairman and co-chief executive officer of
Meritage Corporation.  "This cohesive branding emphasizes our
company's commitment to remaining a valuable partner in the
community."

"Most importantly, the management and sales team will not change
and their dedication to providing the highest level of customer
satisfaction will be maintained.  Homebuyers will be assured that
when they visit a Meritage community they will experience a
careful blend of an intimate setting, a comfortable lifestyle and
more value for their money," said French.  "We offer homes with
the best prices in the best places," he said.

Meritage Corporation is one of the nation's largest single-family
homebuilders, and is traded on the NYSE, symbol: MTH.  Fortune
recently named Meritage to its "Fortune 1000" list of America's
largest corporations and included the Company as a "top pick from
50 great investors" in its Investor's Guide 2004.  Additionally,
Meritage is ranked No. 11 of Fortune's Fastest Growing Companies
in America, its third appearance in five years.  The Company
is included in the S&P SmallCap 600 Index, appears on Forbes'
"Platinum 400" list and is part of an elite group of only five
companies on the list that have exceeded 50% in five-year
annualized total return.  In its 19-year history the Company has
built approximately 30,000 homes, ranging from entry-level to
semi-custom luxury.  Meritage operates in fast growing states of
the South and West, including five of the top ten single-family
housing markets in the country.

The name Meritage is a coined term from the words merit and
heritage, synonymous with the blending of the finest ingredients
to produce a superior result.  In less than two decades, Meritage
Corporation has emerged as one of the nation's leading designers
and builders of single-family homes.

Meritage Homes will continue to uphold its tradition of providing
value, integrity, quality craftsmanship and homeowners'
satisfaction as it takes on a new name.  For more information
about Meritage Homes in the Phoenix Metropolitan area, please call
(480) 303-6700 or visit online at http://www.meritagehomes.com/

                     *   *   *

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

            Liquidity and Capital Resources

"Our principal uses of capital for the quarter ended March 31,
2004 were the acquisition of Citation Homes, operating expenses,
land purchases, and the payment of various liabilities.  We use a
combination of borrowings and funds generated by operations to
meet our short-term working capital requirements.

"Cash flows for each of our communities depends on the status of
the development cycle, and can differ substantially from reported
earnings.  Early stages of development or expansion require
significant cash outlays for land acquisitions, plat and other
approvals, and construction of model homes, roads, utilities,
general landscaping and other amenities.  Because these costs are
capitalized, income reported for financial statement purposes
during those early stages may significantly exceed cash flow.  
Later cash flows may significantly exceed earnings reported for
financial statement purposes, as cost of sales includes charges
for substantial amounts of previously expended costs.

"We believe that our current borrowing capacity, cash on hand at
March 31, 2004, and anticipated net cash flows from operations are
and will be sufficient to meet liquidity needs for the foreseeable
future.  We believe our future cash needs will include funds for
the completion of projects that are underway, the maintenance of
our day-to-day operations, and the acquisition or start-up of
additional homebuilding operations, should the opportunities
arise.  There is no assurance, however, that future cash flows
will be sufficient to meet future capital needs.  The amount and
types of indebtedness that we incur may be limited by the terms of
the indenture governing our senior notes and by the terms of the
credit agreement governing our senior unsecured credit facility."


METATEC: Shareholders Expected to Get Nothing After Liquidation
---------------------------------------------------------------
As previously reported, Metatec, Inc. filed a voluntary petition
for reorganization under Chapter 11 of the United States
Bankruptcy Code (Bankr. S.D. Ohio Case No. 03-65902) on October
17, 2003, and completed the sale of substantially all of its
assets (in a sale process supervised by the Bankruptcy Court) on
December 22, 2003.

On April 13, 2004, the Bankruptcy Court entered an Order
appointing Richard J. Lippott as managing officer of the Company.
Mr. Lippott is a financial and management consultant and has
served as a managing officer in other bankruptcy proceedings. Mr.
Lippott's duties will be limited to the preparation of monthly
Chapter 11 operating statements, the review of Company records
regarding avoidance actions and the payment of allowed post
petition fees and expenses. Mr. Lippott's duties may be expanded
as permitted by the Bankruptcy Court. Mr. Lippott's initial term
of appointment was to continue until June 12, 2004.

The Company intends to prepare and file a plan of reorganization
with the Bankruptcy Court concerning the complete liquidation of
the Company. It was anticipated that this plan of liquidation
would be filed with the Bankruptcy Court prior to June 30, 2004.

It is not anticipated that the shareholders of the Company will
realize any cash or other value for their common shares of the
Company in connection with the liquidation of the Company.

David P. Lauer resigned as a director of the Company on February
20, 2004.


MIRANT CORPORATION: Court Approves Claims Objection Protocol
------------------------------------------------------------
On June 8, 2004, the U.S. Bankruptcy Court for the Northern
District of Texas entered an order approving a procedure for
objections to proofs of claim against Mirant Corporation and its
debtor-affiliates.

The objection procedures order authorizes Mirant to limit service
of claims objections to:

          (1) any person whose name appears on the signature block
              of each proof of claim; and

          (2) any party who made an appearance in Mirant's chapter
              11 cases on behalf of each party subject to the
              relevant claim objection.

Accordingly, an officer of the company will not automatically be
served with Mirant's objection to the company's proof of claim
unless an officer signed the proof of claim.

Copies of the Objections Procedures Order is available at
http://www.mirant-caseinfo.com/and at  
http://www.alixpartners.com/cms   

For further information concerning these cases and the claims
process please contact Mirant's information line at
1-888-870-7626.

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.


NEW WEATHERVANE: Employs Morris Nichols as Special Attorneys
------------------------------------------------------------
New Weathervane Retail Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to retain Morris, Nichols, Arsht & Tunnel as their
special counsel.  Morris Nichols will represent the Debtors in any
litigation that has arisen, or may arise, involving the Debtors
and Wells Fargo Bank, N.A., LLR Equity Investment or Retail
Credit, Inc.

The Debtors explain that although they are using Pepper Hamilton
LLP as general bankruptcy counsel, they have determined that it is
necessary and appropriate to retain special counsel to assist them
with litigation matters involving entities as to which Pepper
Hamilton may have a conflict.

The services to be provided by Morris Nichols will not be
duplicative of those performed by Pepper Hamilton, and both firms
will coordinate any services to avoid duplication of effort.

Derek C. Abbott, Esq., a partner of Morris Nichols reports that
the firm will bill the Debtors its current hourly rates:

      Designation             Billing Rate
      -----------             ------------
      Partners                $400 to $525 per hour
      Associates              $220 to $360 per hour
      Paraprofessionals       $155 per hour
      Case Clerks             $100 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.


NORTHWESTERN CORP: Plan Voting Deadline is August 2, 2004
---------------------------------------------------------
On May 26, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order approving the Disclosure Statement with
respect to the First Amended Plan of Reorganization filed by
Northwestern Corporation.

Accordingly, the court has set August 2, 2004 at 5:00 p.m. as the
last day for creditors to submit their ballots accepting or
rejecting the plan.  Ballots should be returned to:

          Northwestern Corporation
          c/o Kurtzman Carson Consultants LLC
          12910 Culver Boulevard, Suite 1
          Los Angeles, California 90066-6709

The hearing to consider the confirmation of the plan will be held
on August 25, 2004, before the Honorable Charles G. Case, II.

Copies of the plan and Disclosure Statement are available at the
office of the Clerk of Court or at no charge at:

          http://www.kcclcc.net/northwestern

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest.
The company filed for chapter 11 protection (Bankr. Del. Case No.
03-12872) on September 14, 2003 before the Honorable Peter J.
Walsh. Scott D. Cousins, Esq., Victoria Watson Counihan, Esq.,
William E. Chipman, Jr., Esq., of Greenberg Traurig LLP Brandywine
and Jesse H. Austin, III, Esq., Karol K. Denniston, Esq., Paul,
Hastings, Esq. of Janofsky & Walker represent the debtor in its
restructuring efforts.


OMNE STAFFING: Ch. 11 Trustee Hires Griscti as Special Counsel
--------------------------------------------------------------
Charles M. Forman, the Chapter 11 Trustee appointed in Omne
Staffing, Inc.'s bankruptcy cases wants to hire the firm of Robert
S. Griscti, P.A. as his special counsel.

Prior to the Petition Date, the Federal Bureau of Investigation
executed numerous seizure warrants against assets of the Debtors.
Mr. Forman pointed out that pursuit of the seized assets on behalf
of the estates is necessary in order to protect the estates'
prospective interest in the assets.

Moreover, Mr. Forman believes that it is in the best interest of
the estates to retain the Law Firm of Robert S. Griscti as special
counsel to handle this litigation on behalf of the estates.

The firm will bill the debtors' estates at its current hourly
rates:

         Professionals               Billing Rate
         -------------               ------------
         Robert S. Griscti           $300 per hour
         James H. Sullivan, III      $125 per hour
           (Independent Contractor)
         Law Clerks                  $75 per hour

Headquartered in ranford, New Jersey, Omne Staffing, Inc., filed
for chapter 11 protection on April 9, 2004 (Bankr. D. N.J. Case
No. 04-22316).  John K. Sherwood, Esq., at Lowenstein Sandler
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
both estimated debts and assets of over $10 million.


OMNI FACILITY: Gets Nod to Tap Trumbull Group as Claims Agent
-------------------------------------------------------------
Omni Facility Services, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the U.S.
Bankruptcy Court for the Southern District of New York to appoint
The Trumbull Group, LLC as the official claims and noticing agent
in their chapter 11 cases.  Given the size and complexity of their
cases and the number of creditors, the Court approves the Debtors'
retention of Trumbull Group.

In this engagement, Trumbull Group will:

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

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

      (ii) a notice of the claims bar date;

     (iii) notices of objections to claims;

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

       (v) such other miscellaneous notices as the Debtors or
           Court may deem necessary or appropriate for an
           orderly administration of these Chapter 11 Cases;

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

        (i) a copy of the notice served,

       (ii) an alphabetical list of persons on whom the notice
            was served, along with their address, and

      (iii) the date and manner of service;

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

   d) maintain official claims registers in this case by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes the following information
      for each such claim or interest asserted:

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

      (ii) the date the proof of claim or proof of interest was
           received by Trumbull and/or the Court;

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

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

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

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

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

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

   i) record all transfers of claims pursuant to Fed. R. Bankr.
      P. 3001(e) and provide notice of such transfers as
      required by Rule 3001(e), if directed to do so by the
      Court;

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

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

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

   m) provide such other claims processing, noticing, balloting,
      and relating administrative services as may be requested
      from time to time by the Debtor; and

   n) in addition, Trumbull will assist the Debtors with, among
      other things:

      (a) the preparation of their schedules, statements of
          financial affairs and master creditor list, and any
          amendments thereto;

      (b) the reconciliation and resolution of claims; and

      (c) the preparation, mailing and tabulation of ballots of
          certain creditors for the purpose of voting to accept
          of reject a plan or plans or reorganization.

Trumbull Group's hourly rates are:

   Service Staff                   Billing Rate
   -------------                   ------------
   Administrative Support          $55 per hour
   Assistant Case Manager/         
     Data Specialist               $65 to $110 per hour
   Case Manager                    $100 to $125 per hour
   Automation Consultant           $140 per hour
   Sr. Automation Consultant       $155 to $175 per hour
   Consultant                      $225 per hour
   Sr. Consultant                  $245 to $300 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: Price Management Asks Court For Summary Judgment
---------------------------------------------------------------
In Owens Corning's chapter 11 proceedings, Price Management
Control Corporation asks the Court to grant partial summary
judgment in favor of its breach of contract claim.

Richard H. Cross, Jr., Esq., at Cross & Simon, LLC, in
Wilmington, Delaware, relates that no genuine issues of fact
exist regarding Price Management's breach of contract claim
because it is undisputed that:

   (1) Price Management and the Debtors entered into a contract
       on October 23, 1998;

   (2) the Agreement is valid and enforceable;

   (3) Price Management performed its obligations under the
       Agreement;

   (4) the Debtors failed to honor their required obligations
       under the Agreement when they refused to implement and
       execute the hedging program developed and designed by
       Price Management; and

   (5) the Debtors' breaches of contract injured Price
       Management.

According to Mr. Cross, the Debtors cannot reasonably dispute any
of the facts, which conclusively prove the elements of a breach
of contract claim in Colorado as a matter of law.

Mr. Cross points out that under Colorado law, to interpret the
Agreement, the Court must look primarily at the Agreement's
written terms.  The Court must not amend or rewrite unambiguous
contractual provisions.  Rather, it must give effect to their
plan and ordinary meaning.

The Court may only consider extraneous evidence if the Agreement
is ambiguous.

In the Agreement, the Debtors engaged Price Management to perform
certain services.  The Debtors also agreed to pay Price
Management for performance of the services.

The Agreement expressly required the Debtors to implement and
execute the program Price Management developed.   The Agreement
does not provide that the parties will implement, manage and
execute the Hedging Program "at Debtors' sole discretion" or "if
the Debtors obtain approval of certain officers."  Mr. Cross
contends that these terms do not exist in the Agreement because
the Debtors had no such right and neither is the Court capable of
adding that right to the contract to which they agreed.

If the Debtors wanted discretion to implement and execute the
hedging program, Colorado law required that they put that
provision into the contract before executing it.  They did not do
and the Court cannot presume that the parties intended to add the
condition by implication or silence.  Colorado courts repeatedly
and consistently recognize the sanctity of contracts and the
courts' role in enforcing them.

Mr. Cross relates that Price Management suffered significant
damages, including lost profits, as a direct result of the
Debtors' refusal to implement and execute the Hedging Program.  
The Agreement provided that Price Management would share in the
profits generated for the Debtors by the Hedging Program.  If the
Debtors have implemented and executed the Hedging Program, they
would have realized over $1,000,000,000 in profits.  Pursuant to
the Agreement's compensation structure, those results would have
generated over $25,000,000 in profits for Price Management.

Mr. Cross maintains that damages from lost profits are allowed
where they can be precisely determined.  Price Management's
damages can be determined simply by comparing the contract price
that the Debtors would have received if they had implemented the
Hedging Program to the monthly average settlement price for crude
oil as reported by the New York Mercantile Exchange.

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 GAS: Bankruptcy Court Disallows 93 Retiree Claims
---------------------------------------------------------
As a result of the Chapter 11 case, PG&E was required to suspend
all payments under certain retirement benefit plans.  After the
Petition Date and the suspension of the Benefit Plans, Wachovia
Bank, N.A., as the trustee of certain trusts created for the
benefit of eligible non-employee directors and officers of PG&E
made certain payments from the Trusts to eligible beneficiaries.
Each resulting claim asserted by a retiree were assigned or
partially assigned to the Trusts.

Pursuant to the Plan, the Benefit Plans are deemed assumed as of
the reorganization plan effective date preserving the rights and
benefits of all participants.  Each of the Retiree Claims asserts
an obligation due under the Benefit Plans.  Payment of the
benefits due through the Effective Date plus interest will be
made in cash with interest within 30 days of the Effective Date
as a cure of defaults.  The payment will be deemed to cure all
defaults under the Benefit Plans.  All benefits that become due
after the Effective Date will be paid in the ordinary course of
PG&E's business.

PG&E disputed the Retiree Claims on the grounds that the Claims
assert obligations arising under the Benefit Plans.  Accordingly,
Judge Montali disallows 93 Retiree Claims on the basis that
pursuant to the Plan, the Claims, to the extent that amounts are
owed, are payable under PG&E's benefit and retirement plans as a
cure of defaults or in the ordinary course of business.

The disallowed Retirees Claims include:

                                 Claim No./
  Retired Officer/Director       Creditor ID No.   Claim Amount
  ------------------------       ---------------   ------------
  Richard A. Clarke                        7966        $467,187
  Virginia S. Eaton                        7050          64,166
  William J. Eddy                          6578          52,500
  Sidney E. Field                          5279          57,150
  Robert Haywood                           7979         117,841
  Lendrith Leon Jackson                    7242          29,565
  Melvin B. Lane                          10611          22,000
  Leslie L. Luttgens                       2887         203,500
                                           4845          67,833
  George A. Maneatis                       7991          10,530
  Ruth Martin                      F-923-515895         223,244
  William R. Mazotti                       7992         446,487
  Laurel McDonald                  F-923-515949          81,476
  Richard W. McDonald                      1433          81,476
  Frederick W. Meilke, Jr.                 7993          10,546
  John B.M. Place                          2101          11,000
  Stanley T. Skinner                       7999          25,771
  James B. Stoutamore                     10494         322,597

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 79; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: Adopts New Corporate Governance Practices
---------------------------------------------------------
Extraordinary Commissioner Dr. Enrico Bondi communicates that
draft texts (in both English and Italian) detailing Parmalat's
Corporate Governance practices are available to view on its
website http://www.parmalat.com

These documents can be found under the title 'Corporate Governance
of the new Parmalat' in the Investor Relations section of the
site.

     The following documents can be viewed:

     * draft by-laws

     http://www.parmalat.com/en/doc/Bylaws%20of%20a%20public%20traded%20company.pdf

     * draft Code of Self-Discipline

       http://www.parmalat.com/en/doc/Code%20of%20Ethics.pdf

     * draft rules governing internal dealing

   http://www.parmalat.com/en/doc/Parmalat%20insider%20dealing.pdf

     * draft Code of Conduct

       http://www.parmalat.com/en/doc/Code%20of%20Conduct.pdf

Any written comments on the texts can be sent to the e-mail
address shown in the relevant area of the site.

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)   


PASCACK VALLEY: Retains Cambio as Financial Consultant
------------------------------------------------------
Pascack Valley Hospital announced that the financial consulting
firm, Cambio Health Solutions, has been retained to prepare a
report making recommendations with respect to the operations of
the Hospital.  It is expected that Cambio will submit its
recommendations on September 20, 2004. As reported earlier by the
Hospital, the Hospital did not meet the debt service ratio
requirements for the year ended December 31, 2003 contained in the
applicable bond documents with respect to the New Jersey Health
Care Facilities Financing Authority Revenue Bond, Pascack Valley
Hospital Association Issue, Series 2003 and 1998.  Pursuant to the
Bond Documents, the Hospital is required to appoint a financial
consultant to provide recommendations with respect to the
operations of the Hospital.  It is anticipated that upon the
implementation of Cambio's recommendations, the Hospital will
regain compliance with the material terms of the Bond Documents
for 2005.

Located in Westwood, NJ, approximately ten miles from Hackensack,  
Pascack Valley Hospital is a 291-licensed bed general acute-care  
facility. In 2003, total operating revenues for PVH were $134  
million. PVH has covenanted to provide quarterly disclosure to  
bondholders, which is viewed positively by Fitch. Disclosure to  
Fitch has been good in terms of content and timeliness.  

                     *   *   *

As reported in the Troubled Company Reporter's July 6, 2004
edition, Fitch Ratings has downgraded to 'BB' from 'BBB-' the $51
million New Jersey Health Care Facilities Financing Authority
revenue bonds, series 2003 and the approximately $35 million New
Jersey Health Care Facilities Financing Authority revenue bonds,
series 1998. The bonds have been removed from Rating Watch
Negative. The Rating Outlook is Negative.  

The downgrade to 'BB' is primarily due to PVH's large recent  
operating and bottom-line losses, which have resulted in very low  
debt service coverage. In 2003, PVH had audit adjustments totaling  
$11 million, which resulted in an $11.2 million operating loss.  
Fitch had internal 12 month interim unaudited statements that  
exhibited an operating gain of $485,000. The audit adjustments  
were largely attributed to an understatement of contractual  
allowances ($9 million), and an increase in provision for bad  
debts related to reimbursement from a Blue Cross contract ($1.8  
million). Management stated that it has changed its internal  
procedures regarding estimating contractual allowances and no  
retroactive adjustments are expected. Due to the large operating  
loss in fiscal 2003, debt service coverage was negative 0.3x  
resulting in a rate covenant violation. As a result, PVH has  
retained Cambio as a consultant. Performance through the five  
months ended May 31, 2004 remains weak with a $3.2 million  
operating loss. However, due to the recent implementation of  
several cost saving initiatives, management believes breakeven  
performance to occur in the fourth quarter resulting in an  
operating loss of $5 million for fiscal 2004. PVH's high debt  
burden and light liquidity position remain ongoing credit  
concerns. PVH had a low 18.6% cash to debt ratio at May 31, 2004  
and maximum annual debt service as a percent of revenue of 4.7%  
through the interim period. At May 31, 2004, PVH had 42.5 days  
cash on hand, a decline from 58.7 days at fiscal year-end 2003.


POLYMER: Extends 16% Preferred Stock Exchange Offer to July 8
-------------------------------------------------------------
Polymer Group, Inc. (OTC Bulletin Board: POLGA; POLGB) announced
that it has extended its offer to exchange up to 10,132 shares of
Polymer Group, Inc.'s 16% Series A PIK Preferred Stock, as
follows: one share of Preferred Stock will be issued for (i) each
$1,000 face amount of the Company's 10% Convertible Subordinated
Notes due 2007 tendered; and each $1,000 face amount of Notes
issued on or after the date hereof.

The offer, previously scheduled to expire at 10:00 a.m., ET, on
July 2, 2004, will now expire at 5:00 p.m., ET, on July 8, 2004,
unless further extended.

As of 5:00 p.m., ET, July 1, 2004 a total of $9,642,000 in
aggregate principal outstanding amount of Notes (representing
approximately 95.2% of the $10,132,000 of aggregate principal
amount of Notes outstanding as of 5:00 p.m. July 1, 2004) had been
validly tendered and not withdrawn.

Noteholders who have questions about Polymer's exchange offer,
need help or would like additional copies of the Offering
Memorandum and related documents, should contact Wilmington Trust
Company at (302) 636-6470, Rodney Square North, 1100 North Market
Street, Wilmington, DE, 19801.

Polymer Group strongly advises all noteholders to read the
offering memorandum that Polymer Group mailed to all noteholders
and filed with the sec on June 4, 2004.

Polymer Group, Inc., one of the world's leading producers of
nonwovens, is a global, technology-driven developer, producer and
marketer of engineered materials. With the broadest range of
process technologies in the nonwovens industry, PGI is a global
supplier to leading consumer and industrial product manufacturers.
The company operates 21 manufacturing facilities in 10 countries
throughout the world.

                       *   *   *

As reported in the Troubled Company Reporter's April 8, 2004  
edition, Standard & Poor's Ratings Services assigned its 'B+'  
corporate credit rating to North Charleston, South Carolina-based  
Polymer Group Inc.

At the same time, Standard & Poor's assigned its 'B+' rating and  
its recovery rating of '3' to both the company's proposed $50  
million senior secured revolving credit facility due 2009 and $225  
million senior secured first-lien term loan due 2010, based on  
preliminary terms and conditions. The 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 a default.

"The ratings on Polymer Group reflect the company's below-average  
business position as a producer of nonwoven and oriented  
polyolefin products and its still very aggressive financial  
profile, including a highly leveraged balance sheet, following the  
company's emergence from Chapter 11 bankruptcy protection during  
early 2003," said Standard & Poor's credit analyst Franco  
DiMartino. These factors are partially offset by the company's  
solid market positions in niche markets, good geographic sales and  
manufacturing diversity, and favorable long-term growth prospects  
in certain end markets.


RANGE RESOURCES: Redeeming 6% Convertible Sub. Debt on August 1
---------------------------------------------------------------
Range Resources Corporation (NYSE:RRC) announced that it has
elected to redeem all of its outstanding 6% Convertible
Subordinated Debentures due 2007 on August 1, 2004 at a redemption
price equal to 102% of the principal amount of the Debentures
outstanding, plus accrued interest. The principal amount of the
Debentures to be redeemed equals $8.9 million. The aggregate
redemption price, including the required premium, will be $9.1
million.

John H. Pinkerton, Range's President and Chief Executive Officer,
stated, "By redeeming these debentures, we are further simplifying
our capital structure and eliminating the potential dilution, upon
conversion, of 463,000 shares of common stock."

Range Resources Corporation (NYSE:RRC) is an independent oil and
gas company operating in the Permian, Midcontinent, Gulf Coast and
Appalachian regions of the United States.
  
                   *   *   *

As reported in the Troubled Company Reporter's June 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Range Resources Corp.'s (BB-/Stable/--) proposed
$100 million senior subordinated notes due in 2013.

The outlook is stable. Pro forma for the new notes, the oil and
gas exploration and production company will have about $535
million of debt outstanding.

Proceeds from the notes will be used to partially fund Range's
acquisition of the 50% of Great Lakes Energy Partners LLC (GLEP)
that it does not currently own.

"The stable outlook reflects the expectation that Range will
prudently manage its financial profile," said Standard & Poor's
credit analyst John Thieroff. "Application of excess cash flow and
proceeds from expected asset sales toward debt reduction is
factored into the ratings."


RCN CORP: Court Authorizes Skadden Arps's Retention As Counsel
--------------------------------------------------------------
The U.S. Trustee objects to the RCN Corp. Debtors' application to
employ Skadden, Arps, Slate, Meagher & Flom, LLP, as their
bankruptcy counsel.

Paul K. Schwartzberg, trial attorney for U.S. Trustee Deirdre A.
Martini, informs the Court that two of Skadden Arps' major
clients are significant parties-in interest in the Debtors' cases
and have interests, which are adverse to the Debtors.  Skadden
Arps' representation of JP Morgan Chase Bank, the agent bank for,
and lender under, the Debtors' prepetition secured credit
facility, and its affiliate group generates over 1% of Skadden
Arps' annual revenue.  In addition, Skadden Arps itself borrowed
funds from a facility under which JP Morgan is both the
administrative agent and a lender.

Mr. Schwartzberg recounts that Skadden Arps' representation of
Deutsche Bank AG Cayman Islands Branch and Deutsche Bank
Securities, Inc., entities which will provide $460 million of
exit financing to the Debtors, and their affiliate group also
generates 1% of Skadden Arps' revenue.  The firm will clearly
need to deal with these entities regarding matters, which include
the use of cash collateral, plan treatment, and consummating the
exit financing, among others.  Skadden Arps may also need to sue
Deutsche Bank if it seeks to renege on its commitments to provide
exit financing.  In these situations, Skadden Arps' clients will
be on both sides of the table.

Mr. Schwartzberg asserts that the Debtors' request to retain
Skadden should be denied.  In the alternative, the Court should
require the Debtors to employ a conflicts counsel to handle all
matters that directly involve either JP Morgan or Deutsche Bank.

                          Debtors Respond

The application should be approved, Jay M. Goffman, Esq., at
Skadden, Arps, Slate, Meagher & Flom, LLP, in New York, insists.

The U.S. Trustee does not and cannot allege that Skadden Arps has
an actual conflict of interest with respect to its representation
of the Debtors.  Rather, the U.S. Trustee alleges that there
exists a potential conflict of interest.  No actual or potential
conflict, or even appearance of conflict, exists with respect to
Skadden Arps' representation of the Debtors.  Moreover, contrary
to the U.S. Trustee's assertions, Section 327(a) of the
Bankruptcy Code mandates disqualification only where there is an
actual conflict of interest, allows for it where there is a
potential conflict, and precludes it based solely on an
appearance of conflict, Mr. Goffman explains.

There is undisputably no actual conflict of interest, nor does
the U.S. Trustee suggest otherwise.  Instead, the U.S. Trustee
challenges the proposed retention of Skadden Arps primarily on
the basis that two parties-in-interest -- JP Morgan Chase Bank,
agent for the prepetition lenders; and Deutsche Bank AG Cayman
Islands, the agent for the proposed exit facility -- each, when
aggregated with their affiliates, paid fees to Skadden Arps in
2003 in matters unrelated to the Debtors that were in excess of
1% of Skadden Arps' total revenue for that period.  Because the
parties-in-interest are "major" clients of Skadden Arps, the U.S.
Trustee argues that disabling potential conflict exists due to
Skadden Arps' supposed inability to act with impartially in
negotiations with JP Morgan and Deutsche Bank.

Even if the Court determines that there is a potential for
conflict of interest based on the U.S. Trustee's "horrible
imaginings," the harm to the Debtors, their estates, creditors,
and public policy in general will far outweigh any benefit
arguably derived from the U.S. Trustee's arbitrary
disqualification rule.  Skadden Arps attorneys have been
representing the Debtors for several years, have been working on
the Debtors' financial restructuring for over a year, and have
become intimately familiar with the Debtors' business and
financial affairs.

Because of Skadden Arps' familiarity with the Debtors and the
economic reality of the Debtors' Chapter 11 cases -- pre-
negotiated cases set on a fast track to allow the Debtors to exit
bankruptcy as soon as practicable -- it would be difficult, if
not impossible, for another law firm to replace Skadden Arps
without disrupting the expedited track.  Disqualification of
Skadden Arps at this point in the Debtors' cases could be
potentially devastating to the Debtors, their estates and every
party holding an economic interest in the estates, severely
prejudicing the Debtors and resulting in a substantial delay in
the progress of the cases and enormous administrative costs that
will benefit no one.  Particularly telling, the U.S. Trustee's
concerns are not shared by the real economic stakeholders in the
cases.  The Creditors Committee has advised the Debtors that it
fully supports Skadden Arps' retention application and opposes
the U.S. Trustee's objection.

Moreover, to adopt a rule disqualifying Skadden Arps, where no
facts suggest an actual or potential conflict of interest with
respect to the firm's representation of the Debtors -- solely
because a party-in-interest generates 1% of the firm's revenues
-- would not only overturn well-established jurisprudence in the
Second Circuit and elsewhere, but would effectively preclude most
law firms from debtor representations in the Southern District of
New York.  This rule, if adopted, could have far reaching public
policy implications that could dramatically affect the efficiency
and cost of large Chapter 11 reorganizations as the number of
large law firms eligible to represent particular debtors is
dramatically reduced.

The U.S. Trustee asserts that Skadden Arps should not be retained
because it borrowed funds from JP Morgan Chase to finance capital
improvements at the firm's offices.  However, Mr. Goffman points
out that the U.S. Trustee does not argue that the loan creates an
actual conflict of interest precluding retention, or even attempt
to hypothesize a set of circumstances that would elevate this red
herring into a disqualifying conflict.  Nor is there any reported
case law that suggests a loan made in the ordinary course of
business to a law firm by a lender that also happens to be a
client is inappropriate or taints the independent judgment of the
law firm in advising a client in matters concerning the lender.
Accordingly, the existence of the loan from a predecessor of JP
Morgan Chase does not preclude retention.

                           *     *     *

The Court overrules the U.S. Trustee's objection and authorizes
the Debtors to employ Skadden, Arps, Slate, Meagher & Flom, LLP,
as their bankruptcy counsel.

Skadden Arps is authorized to apply the amounts presently held as
a retainer to pay any fees, charges and disbursements relating to
services rendered to the Debtors before the Petition Date that
remain unpaid and to hold any balance as a postpetition retainer
to be applied towards unpaid fees, expenses and disbursements
approved by the Court in connection with Skadden Arps' final fee
application in the Debtors' cases.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- is a provider of bundled Telecommunications  
services. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 04-13638) on
May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,486,782,000 in assets and
$1,820,323,000 in liabilities. (RCN Corp. Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RELIANCE INSURANCE: Burlington Trust Objects To $2,043,193 Claim
----------------------------------------------------------------
Reliance Insurance Company timely filed Claim No. 1368, a secured
claim for $2,043,193, with supporting documentation, against
Burlington Industries, Inc., a debtor in a Chapter 11 case before
Judge Joel B. Rosenthal in the U.S. Bankruptcy Court for the
District of Delaware.

According to Steven T. Davis, Esq., at Obermayer, Rebmann,
Maxwell & Hippel, in Philadelphia, Pennsylvania, RIC's claim is
based on various polices for large deductible liabilities of
insurance between RIC and Burlington for workers compensation
coverage and automobile liability coverage.  The policy periods,
based on multiple one-year policies, were October 1, 1995 through
October 1, 1999.  The terms and conditions of the Policies
require Burlington to reimburse RIC for certain losses and
expenses.

The BII Distribution Trust, as representative of Burlington's
Chapter 11 estate, disputed the Claim, stating that the
Burlington estate had no valid obligation on the Claim.  The
Trust argued that the obligation underlying the Claim has been
assumed by Insuratex, Ltd., a wholly owned non-debtor subsidiary
of Burlington.  The Trust asked the Delaware Bankruptcy Court to
disallow and expunge Claim No. 1368 in its entirety.

Mr. Davis contends that RIC is not a party to any agreement with
Insuratex.  Therefore, Burlington is still liable for the payment
of RIC's Claim, despite claiming that the obligation has been
assumed by Insuratex.

Mr. Davis also points out that the Trust's objection does not
provide any documentation supporting its position.  The Trust has
not asked RIC for additional documentation to support the Claim.

Mr. Davis maintains that, as filed, RIC's proof of claim is prima
facie evidence of the validity and amount of the Claim pursuant
to Rule 3001(f) of the Federal Rules of Bankruptcy Procedure.  
The Trust's mere conclusory assertion that RIC's Claim should be
disallowed and expunged, is insufficient.  The burden is on the
Trust to produce evidence to negate the Claim.  Absent such
efforts, Burlington is still liable to RIC for payment of the
Claim.

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)    


ROBERDS: Court Fixes August 16 As Administrative Claims Bar Date
----------------------------------------------------------------
On May 7, 2004 the U.S. Bankruptcy Court for the Southern District
of Ohio entered an order establishing the last day to file
administrative expense request against Roberds, Inc. which arose
between January 19, 200 through March 31, 2004.

August 16, 2004 at 4:00 p.m. is the deadline to file any
administrative expense request with the Clerk of Court.  A copy
must also be served on the debtors' claims agent:

               John Grigsby & Associates, Claims Agent
               P.O. Box 117
               Grove City, Ohio 43123

Administrative expense requests should be filed on account of:

     (1) unpaid wages, salaries, commissions, bonuses or benefits
         owed to former Roberd's employees;
     
     (2) the return of a deposit, a down payment, or other
         payments or obligations incurred with regard to the
         purchase and/or return of furniture, appliances,
         electronics, bedding or other merchandise;

     (3) amounts due under a warranty; and

     (4) amounts due to vendors or service providers for materials
         or services purchased by Roberds.

All professionals employed in accordance with an order of the
Court and all ordinary course professionals must either file their
interm fee applications covering the period through March 31, 2004
or file an Administrative Expense Request by the administrative
bar date.

For additional information regarding the filing of an
administrative expense request, contact the claims agent at
614-871-1163 or roberdsform@aol.com

Roberds, Inc. is a leading retailer of a broad range of home
furnishing products, including furniture, bedding, major
appliances and consumer electronics. The company filed for chapter
11 protection (Bankr. S.D. Ohio Case No. 00-30194) on
August 22, 2001 before the Honorable Walter H. Rice. Robert Bruce
Berner, Esq and Timothy Alan Riedel, Esq. of Arter & Hadden and
Nick Vincent Cavalieri, Esq. and Yvette Ackison Cox, Esq.  and
Helen Marie Mac Murray of Kegler Brow Hill & Ritter represent the
debtor in its restructuring efforts.


ROXBOROUGH MEMORIAL: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Roxborough Memorial Hospital
        5800 Ridge Avenue
        Philadelphia, Pennsylvania 19128

Bankruptcy Case No.: 04-18933

Type of Business: The Debtor offers health services and medical
                  programs. See http://www.roxboroughmemorial.com/

Chapter 11 Petition Date: June 30, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Marnie E. Simon, Esq.
                  Stevens & Lee, P.C.
                  1818 Market Street, 29th Floor
                  Philadelphia, PA 19103
                  Tel: 215-751-2885

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Dept. of Health & Human       Trade Debt                $540,046
Services
US Department of the Treasury
Ocwen Federal Bank, FSB
P.O. Box 530289
Atlanta, GA 30353-0289

Rehab Care Group              Trade Debt                $356,859
P.O. Box 502096
St. Louis, MO 63150-2096

Mercy Fitzgerald Hospital     Trade Debt                $349,570
1500 Lansdowne Avenue
Darby, PA 19023

Horizon Mental Health         Trade Debt                $342,647
Management
National Support Center
1500 Waters Ridge Drive
Lewisville, TX 75057-6011

Aramark Corporation           Trade Debt                $325,579
1 Convention Center Place
Philadelphia, PA 19107

Dept. of Health & Human       Trade Debt                $266,958
Services
US Dept. of the Treasury
Diversified Collection Svcs.
P.O. Box 9046
Pleasanton, CA 94566

Kessell, M.D.                 Trade Debt                $191,667

Commonwealth of Pennsylvania  Trade Debt                $183,001

Progressive Nursing Staffers  Trade Debt                $130,977

Medline                       Trade Debt                $126,027

Merion Pathology Assoc.       Trade Debt                $117,971

Owens & Minor                 Trade Debt                $103,621

TIG Insurance Company         Trade Debt                 $96,000

Amerisource Corporation       Trade Debt                 $89,651

Alstin Advertising, Inc.      Trade Debt                 $82,665

Assets Protection, Inc.       Trade Debt                 $78,052

Newtown Square Pathology      Trade Debt                 $77,699

Biosphere Medical, Inc.       Trade Debt                 $68,661

GE Medical Systems            Trade Debt                 $66,536

Roxborough Emergency          Trade Debt                 $66,034
Physician


SOLUTIA: LGI Business To Increase Saflex PVB Price By $0.29/Sq.M.
-----------------------------------------------------------------
Solutia's (BULLETIN BOARD: SOLUQ) Laminated Glazing Interlayers
business announced that it will increase the price of Saflex(R)
brand polyvinyl butyral (PVB) by 29 cents per square meter,
effective July 15, 2004, for shipment quantities that are not
covered by existing agreements.  Saflex PVB is used in the
production of laminated glazing for automotive, architectural and
specialty applications.

The announced price increase comes as a result of strong demand
for PVB that has accelerated the need to invest in new capacity to
assure reliable supply and meet our customers' future needs in
their growing markets.  At the same time, this price increase will
partially offset absorbed costs associated with the continuous
increase in basic raw materials prices.

                        About Solutia

Solutia uses world-class skills in applied chemistry to create
value-added solutions for customers, whose products improve the
lives of consumers every day.  Solutia is a world leader in
performance films, producing Saflex(R) and Vanceva(TM) brand
polyvinyl butyral interlayers for laminated glass in automotive,
architectural and residential applications.  Solutia is also a
leader in process development and scale-up services for
pharmaceutical fine chemicals; specialties such as water treatment
chemicals, heat transfer fluids and aviation hydraulic fluid and
an integrated family of nylon products including high-performance
polymers and fibers.

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)


SPIEGEL GROUP: Selling New Hampton Property For $1,898,100
----------------------------------------------------------
The Spiegel Group Debtors seek the Court's authority to sell a
real property located at 2101, 2201, 2221 and 2401 Aluminum Avenue
in Hampton, Virginia to American Port Services, Inc., for
$1,898,100, free and clear of all encumbrances, pursuant to a
Purchase Agreement and subject to higher and better bids.  The
Property is owned by New Hampton Realty Corp., Inc., and consists
of 46 acres of an undeveloped piece of land that is not currently
being used for any purpose.

                    The Stalking Horse Bidder

Andrew V. Tenzer, Esq., at Shearman & Sterling, LLP, in New York,
relates that in connection with their ongoing review of their
business operations, the Debtors determined that the sale of the
New Hampton Property at this time will enable them to obtain its
realizable value and avoid the expense of further upkeep, which
includes the continued payment of real property taxes.

On May 5, 2003, the Debtors entered into a letter agreement with
Keen Realty, LLC, pursuant to which Keen is authorized to market
properties identified by the Debtors as excess locations.  Under
the Letter Agreement, Keen is entitled to a commission of 4% of
the gross proceeds of the sales in which it has provided
services.  At the Debtors' request, Keen then engaged CB Richard
Ellis, Inc., as its local broker.

Keen and CB Richard began marketing the New Hampton Property to
potential buyers in September 2003.  Keen and CB Richard have
shown the New Hampton Property to a number of interested parties,
and received six different written offers for it.  The offers
were evaluated on price, as well as the reputation of the
potential buyers, and their ability to close the sale transaction
with the fewest contingencies.  After extensive consultation with
their advisors, and consideration of the terms and conditions of
and risks associated with each offer, the Debtors determined that
American Port's offer for the New Hampton Property was the
highest and best offer available.  Therefore, the Debtors agreed
to accept American Port's offer subject to the conduct of an
auction soliciting higher and better bids.

The sale negotiations began in earnest in March 2004, with
American Port being fully advised that the Debtors had filed a
Chapter 11 case, that Bankruptcy Court approval of the sale would
be required, and that the sale would be subject to overbid
pursuant to bidding procedures to be agreed to by the parties and
approved by the Court.

On June 25, 2004, American Port and the Debtors entered into the
Purchase Agreement.  American Port has made a $94,905 initial
deposit of funds with Lawyers Title Services, Inc., the escrow
agent for the transaction.  An additional $94,905 deposit will be
made within three business days after American Port's approval
and waiver of all the matters subject to its due diligence
review.  The remainder of the Purchase Price will be paid by
American Port at the closing, unless a higher bidder prevails at
the auction.

                      The Purchase Agreement

The Debtors propose to sell, assign, transfer, convey and deliver
to American Port the New Hampton Property free and clear of all
liens, claims, interests and encumbrances assumed by American
Port pursuant to the Purchase Agreement.  Any interests against
or in the Property will attach solely to the proceeds from the
Sale, in the order of priority and with the same validity, force
and effect that these interests may now have against the
Property.

The significant terms of the Purchase Agreement are:

   (a) Purchase Price

       The purchase price for the Property is $1,898,100, payable
       by American Port in:

         (i) $94,905 on the parties' execution of the Purchase
             Agreement, by delivery to "Lawyers Title Services,
             Inc., as escrow agent," by wire transfer of
             immediately available funds to the Escrowee's
             Account, or by American Port's unendorsed certified
             or bank check payable to the order of the Escrowee;

        (ii) $94,905 within three business days after the
             expiration of the Due Diligence Period in the event
             New Hampton has not elected to terminate the
             Purchase Agreement, by delivery to the Escrowee, by
             wire transfer of immediately available funds to the
             Escrow Account, or by American Port's unendorsed
             certified or bank check payable to the order of
             Lawyers Title; and

       (iii) the balance of the Purchase Price on the Closing
             Date by wire transfer of immediately available funds
             to the Escrow Account.

   (b) Purchase and Sale of Assets

       At the Closing, New Hampton will sell, assign, transfer,
       convey and deliver to American Port, and American Port
       will purchase and accept from the Debtors, the Property
       free and clear of all encumbrances -- with all duly
       perfected and unavoidable liens on Property attaching to
       the Purchase Price -- other than Permitted Encumbrances
       under Section 363 of the Bankruptcy Code.

   (c) "As Is" Purchase

       Except as provided in the Purchase Agreement:

        (i) American Port represents and warrants that it is
            relying solely on its own inspections,
            investigations, studies, tests and analyses in
            purchasing the New Hampton Property and is purchasing
            the Property as is, where is, with all faults now
            known or later discovered; and

       (ii) There are no warranties express or implied with
            respect to the acquired assets, their merchantability
            or fitness for a particular purpose or as to any
            other matter whatsoever.

   (d) Break-up Fee

       If the Bankruptcy Court approves a bid other than that
       submitted by American Port, American Port will be entitled
       to payment of a break-up fee in cash.

   (e) Waiver of Right of First Refusal

       Pursuant to a Waiver Agreement between New Hampton and the
       Industrial Development Authority of the City of Hampton,
       Virginia, predecessor-in-interest to Regional
       Redevelopment Housing Authority for Hampton and Newport
       News, Virginia, the IDA agreed to waive its right of first
       refusal in connection with the Proposed Sale.

   (f) Title to the Property

       The Purchase Agreement requires American Port to direct
       the Escrowee to deliver to the Sale parties, within 10
       days after the execution of the Purchase Agreement, the
       Escrowee's commitment to issue an Owner's Policy of Title
       Insurance with respect to the Property.  Within 10 days
       after the issuance of the Title Commitment or any update,
       continuation or supplement of the Title Commitment,
       American Port will deliver to New Hampton a written
       statement setting forth any encumbrances affecting, or
       other defects in or objections to, title to the Property
       disclosed by materials other than the Permitted
       Encumbrances to which American Port objects.  If American
       Port notifies New Hampton of any Additional Exceptions,
       New Hampton will be entitled to reasonable adjournments of
       the Closing during which it may attempt to remove the
       Additional Exceptions, provided, however, that New Hampton
       will not be required to bring any action or proceeding, or
       take any steps, or otherwise incur any expense to remove
       any Additional Exception.  If for any reason New Hampton
       is unable or unwilling to remove any Additional Exception
       as of the Closing Date, New Hampton will so notify
       American Port, and American Port will elect to:

        (i) terminate the Agreement by giving notice to the
            Debtors; or

       (ii) perform all of American Port's obligations and accept
            title to the Property subject to the uncured
            Additional Exceptions without any abatement of the
            Purchase Price or liability on the part of the
            Debtors.

   (g) Due Diligence Period

       The Purchase Agreement provides American Port with a
       right, ending on the 60th day after the execution of the
       Purchase Agreement, to conduct engineering and
       environmental studies at the New Hampton Property and
       certain other due diligence.  Within the first 30 days of
       the Due Diligence Period, American Port will notify New
       Hampton of its findings relating to these studies.
       American Port will have the time from the execution of the
       Purchase Agreement through the Outside Date to conduct a
       wetlands delineation of the Property and to obtain
       confirmation of the delineation from the Army Corps of
       Engineers.  If American Port's inspection reveals any
       discrepancy between the condition of the Property as
       disclosed in the Due Diligence Materials and the actual
       condition of the Property, American Port will assume
       responsibility for up to $100,000 in costs to cure the
       discrepancy and will waive the discrepancy as a condition
       to closing.  In the event the cost to cure the discrepancy
       exceeds $100,000 in the aggregate, American Port will
       notify New Hampton in writing by 5:00 p.m. on the 35th day
       of the Due Diligence Period and New Hampton will have the
       right, but not the obligation, to cure this Material
       Discrepancy to the extent that the cost to cure exceeds
       $100,000.  If New Hampton elects to cure the Material
       Discrepancy, it will give American Port a credit against
       the Purchase Price at Closing in the amount of the cost to
       cure the Material Discrepancy, less $100,000.  New Hampton
       will have five business days to respond to the Material
       Discrepancy Notice.  If New Hampton elects not to cure, it
       will terminate the Agreement, in which case American Port
       will be entitled to a return of the Down Payment,
       including the interest, and the parties will have no
       further obligations under the Purchase Agreement.

   (h) Seller's Remedies

       If the sale of the Property to American Port is not
       consummated because of American Port's default or the
       failure of a condition to New Hampton's obligation to
       close or the termination of the Purchase Agreement, and if
       American Port is not otherwise entitled to the return of
       the Down Payment, New Hampton will be entitled to retain
       the Down Payment as New Hampton's liquidated damages and
       as its exclusive remedy for the default or failure.

       American Port's Remedies

       In the event that on the Closing Date, New Hampton will be
       unable to perform its obligations or to satisfy any
       applicable condition, then the parties will jointly
       instruct the Escrowee to promptly return to American Port
       the Down Payment, together with any accrued interest.  The
       Purchase Agreement will then be deemed terminated and New
       Hampton will not have any further liability or obligation
       to American Port nor will American Port have any further
       liability or obligation to New Hampton, except for
       liabilities or obligations as are specifically stated to
       survive the Agreement's termination.  American Port's
       right to a refund of the Down Payment and reimbursement of
       the expenses will be its sole and exclusive remedy in the
       event that New Hampton fails to close the sale of the
       Property after the Approval Date.

The Debtors believe that American Port does not have any interest
with respect to the Purchase Agreement that is materially adverse
to those of the Debtors, their estates or other creditors, and
will verify the same with respect to any bidder at the auction.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SURFSIDE RESORT: U.S. Trustee to Meet with Creditors on July 20
---------------------------------------------------------------
The United States Trustee will convene a meeting of Surfside
Resort and Suites, Inc.'s creditors at 2:00 p.m., on July 20, 2004
in Suite 1-200 at 300 North Hogan St., Jacksonville, Florida
32202.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Ormond Beach, Florida, Surfside Resort and
Suites, Inc., operates vacation resort, restaurant and lounge.  
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. M.D. Fla. Case No. 04-05948).  Walter J. Snell, Esq.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$19,598,145 in total assets and $9,289,843 in total debts.


TAE BO RETAIL: Turns to Skoda Minotti for Financial Advice
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave its
stamp of approval to Tae Bo Retail Marketing, Inc., and NCP
Marketing Group, Inc.'s application to employ and retain Skoda
Minotti & Co., as their financial advisors.

The Debtors tell the Court that they selected Skoda Minotti
because the firm:

   a) has past relationship with the Debtors;

   b) has extensive experience and knowledge of the Debtors'
      business; and

   c) has experience and knowledge in the field of financial
      valuations, including business reorganizations under
      chapter 11 of the Bankruptcy Code.

In this engagement, Skoda Minotti will:

     (i) generally advise the Debtors with respect to their
         financial affairs and businesses;

    (ii) prepare all valuations that are required by the Debtors
         to confirm a plan of reorganization under chapter 11 of
         the Bankruptcy Code;

   (iii) advise the Debtors with respect to the valuation and
         other matters related to any bid or offer for the
         assets of the Debtors;

    (iv) appear before this Court and testify as to any matters
         related to Skoda's rendition of the Services; and
   
     (v) perform all other necessary financial advisory services
         and provide 16 all other necessary advice to the
         Debtors in connection with the chapter 11 cases.

Skoda Minotti received a $15,000 retainer for services to be
rendered and expenses to be incurred in these cases.  The Debtors
will pay the firm its current hourly rates, which currently range
from $90 to $275 per hour

Headquartered in North West Canton, Ohio, Tae Bo Retail Marketing,
Inc., is an infomercial producer and global marketer of the
platinum award-winning original Billy Blanks' Tae-Bo Video
Library.  The Company field for chapter 11 protection on April 13,
2004 (Bankr. Nev. Case No. 04-51073).  When the Company filed for
protection from its creditors, it listed estimated assets of over
$1 million and estimated debts of more than $10 million.


UAL CORP: HSBC Wants Stay Modified To Protect Security Interest
---------------------------------------------------------------
HSBC Bank USA, as successor Indenture Trustee, asks the Court to
lift the automatic stay to foreclose upon and enforce its
security interest in a property held by the UAL Corporation
Debtors.  In the alternative, HSBC asks the Court to compel the
Debtors to provide adequate protection in the form of cash
payments to compensate HSBC for the diminution in value of the
property.

Since 1973, the Debtors have leased 130 acres at San Francisco
International Airport from the City and County of San Francisco
for a maintenance facility.  The Facility houses an aircraft
facility, engine repair shop, aircraft hangars, an aircraft ramp,
warehouses, backroom shops, offices and employee parking lots.

HSBC is successor in interest to JPMorgan Trust Company under the
1997 Indenture of Mortgage Deed and Trust with the California
Statewide Communities Development Authority and Chase Trust
Company of California.  Pursuant to the Indenture, the Authority
issued $154,845,000 of Bonds to finance construction,
modification and expansion at SFO.

On August 1, 1997, the Debtors subleased 21 acres to the
Authority, including a 197,000 square foot hangar facility.  
Under a Facilities Lease, the Authority subleased back to the
Debtors the same 21 acres.  The Debtors were to pay $4,413,082 in
rent by April 1, 2003.  The rental payment has not been made.

On March 21, 2003, the Debtors filed an adversary proceeding (No.
04-A-2413) against HSBC seeking a declaration that the Sublease
and the Facilities Lease were not "true leases" within the
meaning of Section 365 of the Bankruptcy Code.  One March 30,
2004, the Court granted the Debtors' request for summary
judgment.  HSBC has appealed that order.  On May 9, 2003, HSBC
filed a secured claim for $156,512,165.

According to Kirk D. Dillman, Esq., at Hennigan, Bennett &
Dorman, in Los Angeles, California, regardless of the Court's
future findings, the related documents establish a valid,
enforceable and perfected mortgage, lien and security interest in
the Debtors' stake in the Leases and other related property.  
Therefore, the automatic stay should be lifted to allow HSBC to
enforce its security interest in the property held by the
Debtors.

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)   


US AIRWAYS: Skadden Asks To Withdraw From Chapter 11 Proceedings
----------------------------------------------------------------
Having concluded its representation of the Reorganized US Airways
Group Inc. Debtors, Skadden, Arps, Slate, Meagher & Flom, LLP,
seeks the Court's permission to withdraw appearance in the
bankruptcy proceedings on behalf of US Airways Group, Inc., and
its seven subsidiaries and affiliates.

According to John Wm. Butler, Jr., Esq., Skadden has concluded
its representation of the Reorganized Debtors pursuant to the
engagement agreement dated April 16, 2001.  Skadden intends to
withdraw from this matter effective June 23, 2004.  The
Reorganized Debtors consent to Skadden's request.  The
Reorganized Debtors will continue to be represented by their co-
counsel, McGuireWoods, LLP.  (US Airways Bankruptcy News, Issue
No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VACS AMERICA INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: VACS America, Inc.
        3490 Stag Park Road
        Burgaw, North Carolina 28425

Bankruptcy Case No.: 04-05062

Type of Business: The Debtor manufactures the Cubby Vac Home
                  Cleaning Center in Burgaw, North Carolina.
                  See http://www.vacsamerica.com/

Chapter 11 Petition Date: June 25, 2004

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: N. Hunter Wyche, Jr., Esq.
                  Smith Debnam Narron Wyche Saintsing
                  & Myers, L.L.P.
                  P.O. Drawer 26268
                  Raleigh, NC 27611-6268
                  Tel: 919-250-2000

Total Assets: Unstated

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Mark Ragozzio                              $218,750

Anthonty Hester                             $73,751

Stuart & Christine Point                    $73,333

David Morrison                              $36,667

George Hulbert                              $25,000

Harrelson Development, I                    $23,150

PSM Assoc. LLC                              $22,000

Robert Exum                                 $17,604

Robert Ross                                 $10,000

McGraw-Hill Construction                     $9,092

Steve and Penne Niemeyre                     $6,916

Underwriters Laboratories                    $5,362

Electro Motor LLC                            $4,082

Overnight Transportation                     $3,860

International Profit                         $2,613

Cen-Tec Systems                              $1,310

MET Laboratories Inc.                          $800

Campbell Oil Co.                               $679

H-P Products                                   $548

APC Filtration                                 $270


VIATICAL LIQUIDITY: First Creditors' Meeting Set for July 27
------------------------------------------------------------
The United States Trustee will convene a meeting of Viatical
Liquidity, LLC's creditors at 10:00 a.m., on July 27, 2004 in
Suite 630 at the Office of the U.S. Trustee, 402 W. Broadway, San
Diego, California 92101.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in San Diego, California, Viatical Liquidity, LLC, a
company engaged in the insurance industry, filed for chapter 11
protection on June 18, 2004 (Bankr. S.D. Calif. Case No.
04-05472).  Gary B. Rudolph, Esq., at Sparber Rudolph Annen
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$119,083,608 in total assets and $47,538,071 in total debts.


WEIRTON: Caterpillar Presses For $111,996 Admin. Expense Payment
----------------------------------------------------------------
On July 13, 1992, Caterpillar Financial Services Corporation and
the Weirton Steel Corporation Debtors entered into a CAT Master
Tax Lease.  Pursuant to the CAT Master Tax Lease, Caterpillar
acquired and leased to the Debtors two loaders on January 21,
2000:

   (1) A Caterpillar 990 Wheel Loader -- $986,088 total price

          * The lease payments for the 990 Wheel Loader were
            $19,229 per month for 48 months;

          * The lease for the 990 Loader expired on January 21,
            2004;

          * The Debtors did not exercise their option to purchase
            the 990 Loader for $241,398 at the end of the Lease
            term; and

          * The Debtors remain in possession of the 990 Loader.

   (2) A Caterpillar 938F Wheel Loader -- $42,234 total price

          * The lease payments were $590 per month for a period
            of 36 months;

          * The Debtors did not exercise their option to purchase
            the 938F Loader for $25,847 at the end of the lease
            term;

          * The Debtors renewed the lease for the 938F Loader for
            an additional 12 months, at the rate of $500 per
            month in accordance with a Lease Renewal Agreement;

         *  The Lease Renewal Agreement expired on January 21,
            2004; and

         *  The 938F Loader still remains in the Debtors'
            possession.

According to William F. Dobbs, Jr., at Jackson Kelly, in
Charleston, West Virginia, the Debtors continue to use the
Loaders and have made no payments on the 990 Loader since
December 15, 2003.  The Debtors also defaulted on the 938F Loader
since December 5, 2003.  Lease payments on the 990 Loader are due
for December 21, 2003 to date, and on the 938F Loader for
October 21, 2003 to date.

The Debtors owe Caterpillar rental payments and late charges:

   (a) $106,722 for their use of the 990 Wheel Loader; and

   (b) $4,443 for their use of the 938F Wheel Loader.

Mr. Dobbs asserts that the rental payments and late charges
constitute necessary costs and expenses of preserving the
Debtors' estate and are allowable under the terms of Section
503(b)(1)(A) of the Bankruptcy Code.  The rental payments and
late charges are appropriate and reasonable charges for the
retention and use of the Loaders by the Debtors.

The rental payments and late charges arose in the ordinary course
of the Debtors' business and, except for $168 in late charges,
arose postpetition.  Mr. Dobbs contends that the amounts
constitute "Assumed Liabilities" within the meaning of the ISG
Asset Purchase Agreement and are required to be paid by ISG
Weirton, Inc., the ISG Subsidiary that acquired Weirton Steel
Corporation's operating assets.

Therefore, Caterpillar asks the Court to:

   (a) allow $111,996 as its administrative expenses; and

   (b) direct ISG Weirton to pay the administrative expenses.
(Weirton Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WESTERN PACIFIC: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Western Pacific Network Services, Inc.
             aka Access US
             712 North Second Street, Suite 300
             St. Louis, Missouri 63102

Bankruptcy Case No.: 04-48324

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Habanero Computing Solutions, Inc.         04-48328

Type of Business: The Debtor is an Internet Service Provider
                  offering both dial-up and broadband access to
                  residential and business customers throughout
                  Eastern Missouri and Central and Southern
                  Illinois.

Chapter 11 Petition Date: June 29, 2004

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtors' Counsel: David A. Warfield, Esq.
                  Blackwell Sanders Peper Martin LLP
                  720 Olive Street, Suite 2400
                  St. Louis, MO 63101
                  Tel: 314-345-6451
                  Fax: 314-345-6060

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Western Pacific Network's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Technology Financing          Trade Debt              $1,500,000
Attn: Marian Nunn
2127 Innerbelt Business
Center
St. Louis, MO 63114

Covad Communications Company  Trade Debt                $400,494
Dept. 33029
P.O. Box 39000
San Francisco, CA 94139

Grant Weber                   Trade Debt                $300,000
806 South Bemiston
Clayton, MO 63105

AT&T                          Trade Debt                $273,618
225 West Station Square Dr.
Suite 4A
Pittsburgh, PA 15219-1122

Dennis Doelitszch             Trade Debt                $124,525

IRS - Insolvency              507(a)(8)                  $98,786

Global Eyes                   Trade Debt                 $55,634
Telecommunications

Quest Business Services       Trade Debt                 $50,455

Mike Travelstead              Trade Debt                 $41,765

Frontier                      Trade Debt                 $37,014

Savvis Communications Corp.   Trade Debt                 $32,400

Verso                         Trade Debt                 $21,620

Socket Internet Services      Trade Debt                 $15,618
Corp.

SBC                           Trade Debt                 $12,628

Rae Internet                  Trade Debt                  $9,999

Southern Telecom Network      Trade Debt                  $7,440

Critical Facilities Service   Trade Debt                  $5,761

Purchase Power                Trade Debt                  $2,038

Sprint                        Trade Debt                  $1,988

Cisco Systems Capital Corp.   Trade Debt                    $955

B. Habanero Computing Solutions' 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Technology Financing          Trade Debt              $1,500,000
Attn: Marian Nunn
2127 Innerbelt Business
Center
St. Louis, MO 63114

Kwiatt & Ruben                Trade Debt                  $4,715


WEIGHTMAN GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Weightman Group, Inc.
        2129 Chestnut Street
        Philadelphia, Pennsylvania 19103-3146

Bankruptcy Case No.: 04-19163

Type of Business: The Debtor is a consumer marketing service
                  agency in downtown Philadelphia that provides
                  branding, media buying, research, and design
                  services.  See http://www.weightman.com/

Chapter 11 Petition Date: July 2, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Gerald J. McConomy, Esq.
                  Knapp McConomy Merlie LLP
                  1216 Route 113
                  P.O. Box 487
                  Chester Springs, PA 19425
                  Tel: 610-827-2044

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Philadelphia Healthcare       Office Lease              $906,250
Trust
2129 Chestnut St.
Philadelphia, PA 19103

Fleet National Bank           Contract Claim            $720,958
111 West Minster St.
Providence, RI 02903

Wanamaker Office Lease, LP    Office Lease              $486,000
IPC - Amerimar Management
100 Penn Square East
Philadelphia, PA 19107

Hanley-Wood, LLC              Trade Debt                $196,897

Ikon Financial Services       Copier Lease              $114,492

WLTW-FM                       Trade Debt                 $91,162

Reed Business Information     Trade Debt                 $59,596

Anro, Inc.                    Trade Debt                 $55,260

Professional Roofing          Trade Debt                 $54,145

Southern Accents              Trade Debt                 $50,000

Clear Channel (Eller Media)   Trade Debt                 $46,954

Runner's World                Trade Debt                 $44,200

Business News Publishing      Trade Debt                 $42,067

Architectural Record          Trade Debt                 $38,756

Colorlith                     Trade Debt                 $38,395

WPLJ-FM                       Trade Debt                 $38,250

Viacom Outdoor                Trade Debt                 $38,161

Sunset Magazine               Trade Debt                 $36,882

Gibson Graphics Group, Inc.   Trade Debt                 $34,411

National Sports Network       Trade Debt                 $32,424


WHISTLER: Plans to File Registration Statement For Stock Offering
-----------------------------------------------------------------
Whistler Investments, Inc. (OTC BB:WHIS) announced that it plans
to file a registration statement with the Securities and Exchange
Commission (SEC) in connection with a stock offering to its
existing stockholders. The registration statement would be filed
following the filing of Whistler's final Information Statement
with the SEC in connection with the Special Meeting of
stockholders to be held to consider proposals to increase the
authorized common stock to 90,000,000 shares and to authorize a
class of 5,000,000 shares of preferred stock where the Board of
Directors would be able to determine the terms of each series of
preferred.

The offering will consist of one non-transferable warrant to
purchase an additional share of Common Stock for each ten shares
of Common Stock owned as of the record date. There would be no
cost to stockholders for the warrants. Each warrant would be
exercisable at 50% of the closing price for Whistler Common Stock
on the record date and would expire at the close of business on
December 31, 2004. Whistler will finalize the exercise price of
the warrants prior to mailing of the Prospectus to stockholders.
The proposed offering is estimated to be made to stockholders of
record as of September 30, 2004, following the planned special
meeting of stockholders, unless that meeting is delayed beyond
September 30, 2004, in which case the record date would
immediately follow the date of the stockholders meeting.

                       About Whistler

Whistler Investments, Inc. -- http://www.whistlerinvestments.com/
-- is emerging as a leader in the development and marketing of
Lithium Ion vehicles and Lithium Ion powered products worldwide.
Whistler believes our superior technology coupled with an
aggressive marketing plan will establish our company on the world
stage. With the global focus moving rapidly towards addressing
pollution, the need for sustainable, zero emission energy is
current. As legislation is dictating a move towards this type of
energy, we foresee this industry as one of the fastest growing
segments within the global economy.

At January 31, 2004, the company's balance sheet shows a
stockholders' deficit of $90,933 compared to a deficit of $403,584
at January 31,2003.

                         *   *   *

                 Going Concern Uncertainty

In its Form 10-K for the fiscal year ended January 31, 2004,
Whistler Investments, Inc. reports:

"Since our incorporation, we have financed our operations almost
exclusively through the sale of our common shares to investors. We
expect to finance operations through the sale of equity in the
foreseeable future as we do not receive revenue from our current
business operations. There is no guarantee that we will be
successful in arranging financing on acceptable terms.

"We have raised equity capital through issuances of common stock
and debt. During the year ended January 31, 2004, we received
proceeds of $589,500 from the  exercise of stock options and
$150,000 from the  issuance of common stock.

"At January 31, 2004, we had $169,428 cash on hand. Our ability to
raise additional capital is affected by trends and uncertainties
beyond our control.

"Our current operating funds are less than necessary to complete
the license payments to RV Systems for commercialization of
products utilizing Lithium House portable power systems under the
License Agreement, and therefore we will need to obtain additional
financing in order to complete our business plan. Our business
plan will require substantial additional financing in connection
with the initial  commercialization of the products under the
License Agreement. We  anticipate that our administrative costs
and expenses to acquire the licenses from RV Systems, Inc. over
the next 12-month period will be in excess of $2,000,000, if we
secure rights to all licensed products.

"We do not currently have any  arrangements for financing and we
may not be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors,
including investor sentiment. Market factors may make the timing,
amount, terms or  conditions of additional financing unavailable
to us.

"Our auditors are of the opinion that our continuation as a going
concern is in doubt. Our continuation as a going concern is
dependent upon continued financial support from our shareholders
and other related parties."


WINSTAR COMMS: Trustee Asks To Assume & Assign Bellsouth Contracts
------------------------------------------------------------------
The Winstar Communications, Inc. Debtors are parties to numerous
interconnection agreements and tariffed service with BellSouth
Telecommunications, Inc.  Certain disputes arose regarding, among
other things, alleged financial obligations running from the
Debtors to BellSouth as a result of:

   (1) Winstar Holdings, LLC's acquisition of substantially all
       of Winstar Communications, Inc.'s assets in 2001 and any
       cure amount due BellSouth as a result of the Sale; and

   (2) outstanding payments, if any, due for services, facilities
       and circuits rendered and provided by BellSouth to the
       Debtors.

Michael G. Menkowitz, Esq., at Fox Rothschild, LLP, in
Wilmington, Delaware, tells the Court that BellSouth, Winstar,
and IDT Corporation have agreed to resolve the Disputes through
an agreement dated June 7, 2004.  Pursuant to the Agreement,
Christine C. Shubert, the Chapter 7 Trustee, will assume and
assign the BellSouth Contracts to Winstar Holdings.

The Trustee believes that the assumption and assignment of the
BellSouth Contracts is consistent with the provisions of Section
365(b) of the Bankruptcy Code.  Section 365(b) provides that a
lease or executory contract may be assumed if the debtor or the
trustee, as the case may be:

   (a) cures or provides adequate assurance of a cure with
       respect to any default;

   (b) compensates or provides adequate assurance of cure with
       respect to any actual pecuniary loss resulting from a
       default; and

   (c) provides adequate assurance of future performance under
       the lease or contract.

Pursuant to the Sale Order, Winstar Holdings is obligated to cure
any default under the BellSouth Contracts.  Pursuant to the
Agreement, BellSouth agreed to payment in satisfaction of all
cure amounts.  Moreover, BellSouth has indicated its satisfaction
that Winstar Holdings has provided adequate assurances of future
performance under the Contracts.

Hence, the Trustee seeks the Court's permission to assume and
assign the BellSouth Contracts to Winstar Holdings, nunc pro tunc,
as of April 18, 2002.  (Winstar Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WORLDCOM INC: Agrees to Resolve Receivable Management Disputes
--------------------------------------------------------------
Pursuant to an April 19, 2001 Outsourcing Proposal, The
Receivable Management Services Corporation provided prepetition
goods and services to certain Worldcom Inc. Debtors.  Receivable
Management believes that the Debtors owe an outstanding balance
for prepetition goods and services Receivable Management rendered
pursuant to the Outsourcing Contract.  Accordingly, Receivable
Management filed Claim No. 13293 in the Debtors' cases.

The Debtors dispute Revenue Management's claim, and assert that
Receivable Management owes them $1,135,283 for prepetition goods
and services provided pursuant to a Master Agreement for
Telecommunications Products and Services by and between The Dunn
& Bradstreet Corporation and MCI Telecommunications Corporation,
dated June 30, 1999, as subsequently amended.

To avoid further expense of litigation, the Debtors and
Receivable Management negotiated a stipulation in good faith and
at arm's-length.  With Judge Gonzales' consent, the parties agree
that:

   (a) The Debtors will assume the Receivable Management Contract
       and the Telecom Contract in accordance with Section 365 of
       the Bankruptcy Code.  The cure payment for the assumption
       of the Receivable Management Contract and the Telecom
       Contract will be $1,810,283.  The Cure Payment will be
       recognized and satisfied by:

       (1) deducting the Debt from the Cure Payment; and

       (2) paying Receivable Management $675,000 in cash without
           further delay.

       The Debtors will not be obligated to make any other
       payment as a result of the assumption of the Receivable
       Management Contract and the Telecom Contract;

   (b) On receipt of the $675,000 cash payment, Receivable
       Management will have no prepetition claims of any kind
       against any of the Debtors; and

   (c) After the deduction of the Debt from the Cure Payment,
       Receivable Management will not owe the Debtors any payment
       obligations for prepetition goods and services that they
       provided and invoiced to Receivable Management before the
       Petition Date under the Telecom Contract.

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)  


W.R. GRACE: Issues Status Report on Asbestos PI Problems
--------------------------------------------------------
"When Grace filed this case, it hit the ground running," David W.
Carickhoff, Jr., Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, PC, in Wilmington, Delaware, says.  A comprehensive
roadmap for defining Grace's "true liability" to asbestos
personal injury claimants was filed the first day.  The "sudden
and scientifically unexplainable explosion" of those claims in
the years 2000 and 2001 was what had driven Grace to file
bankruptcy, and Grace's first-day roadmap spelled out how to
address this and other areas of asbestos litigation.

Grace reports that substantial progress has been made in non-
personal injury asbestos litigation, but no progress has been
made in the critical area of personal injury claims --
notwithstanding Grace's repeated efforts.  Judge Farnan was on
the verge of deciding on Grace's roadmap when the case was
assigned to Judge Wolin in late 2001.  Judge Wolin never took up
the personal injury issues.

                           Two Options

Two options for defining and resolving Grace's personal injury
liability soon will be available.  One option -- pre-confirmation
common issue litigation -- is fully briefed and can be reviewed
by the Court now.  A second option is a plan which will capture
hoped-for settlements of non-personal injury litigation and,
additionally, provide for litigation of many personal injury
issues after confirmation.  With this latter approach, the
Debtors' cases can be resolved soon.  As already promised to
Judge Fitzgerald, Grace will file a plan within 90 to 120 days.

                    The Asbestos PI Mechanics

As to personal injury claims, Grace has moved from requesting an
immediate bar date and detailed proof of claim form for all
claimants, to a modified proposal under which only claimants with
currently pending litigation claims would file proofs of claim,
and the core issues from those claims would be the subject of
common-issue litigation.  However, the case management proposal,
although presented to Judge Wolin, has not been determined.

The problem is to define and resolve asbestos personal injury
liability "so that it provides fair compensation for deserving
claimants and imposes no unfair and unjustifiable burden on
vital, growing businesses," Mr. Carickhoff tells Judge
Buckwalter.  Grace's case management proposals are animated by a
simple concept -- to adhere studiously to all relevant rules and
frame for adjudication key common issues on which the scope of
Grace's true legal liability turns.  The proposal calls for a
notice and bar date process that would direct all current
claimants to come before the Court with claimant-specific
information that is germane to such common issues.

In light of the Debtors' promises to Judge Fitzgerald, two
options will be available for addressing personal injury
liability:

       (1) pre-confirmation litigation; or

       (2) confirmation of a plan that contains a detailed
           post-confirmation litigation mechanism, to be
           implemented by a trust established to liquidate and
           pay claims.

             Option One: Pre-Confirmation Litigation

For the first option, Grace would promptly file claims on behalf
of all claimants who had lawsuits pending against it as of the
Petition Date.  Grace would also serve a Court-approved claim
form on the claimants' counsel.  The claimants would then
complete and return the form.  The information disclosed in those
forms would be "critical to the litigation that would follow,"
Mr. Carickhoff says.

Grace would file omnibus claims objections, consolidation motions
pursuant to Rule 42 of the Federal Rules of Civil Procedure, and
summary judgment motions pursuant to Rule 7056 of the Federal
Rules of Bankruptcy Procedure, raising common issues for
litigation before Judge Buckwalter.  Judge Buckwalter could
decide at an early stage whether to appoint an expert panel
pursuant to Rule 706 of the Federal Rules of Evidence to
facilitate the resolution of disputes over scientific issues.  In
any event, those disputes could be resolved through expert
discovery and Daubert proceedings.

After the Court rules on Grace's summary judgment motions, Grace
would then carry out a Court-approved notice program to advise
all claimants of the Court's bar date.  A claim form tailored to
the Court's liability rulings would be used by the "new
claimants" to file their claims, expediting the completion of the
last phase of the litigation.  A show cause hearing would be held
after the bar date to provide the new claimants with the
opportunity to challenge or seek modification to the Court's
liability rulings.

             Option Two: Post-Confirmation Litigation

The alternative approach would expedite confirmation of a plan.  
Case management procedures for personal injury litigation would
be established as part of a plan, and the estimation of the size
of the personal injury trust needed to satisfy present and future
claims for which Grace is "actually liable" is also completed in
that manner.

Under this alternative, Grace would seek to settle each category
of claims during the plan confirmation process, with the
important exception of the asbestos personal injury claim
category.  Grace believes that some of the personal injury claims
could be settled, but many cannot.

Much of the necessary litigation would be passed through to a
post-confirmation trust, which would litigate common and
individual issues raised by the claims in the manner described
for pre-confirmation litigation.

Due to unforeseen and unusual circumstances, Mr. Carickhoff says
that the suggestions by Grace have not been addressed, but they
should be, and now.  (W.R. Grace Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Venture Capitalists Invest $2B in Health Care, Says Jenks Report
------------------------------------------------------------------
During the second quarter ended June 30, 2004, according to Jenks
Healthcare Business Report, venture capitalists pumped $2 billion
into 111 investments in the health care markets, which showed
sustained strength for the second quarter in a row.  Of
twenty-three health care companies that secured commitments of
$30 million or more, seven companies boasted financings of
$50 million or more.  This quarter the three largest deals were
made by American Esoteric Laboratories securing $70 million, Idun
Pharmaceuticals ($65.6 million) and Corus Pharmaceuticals ($60.0
million) in venture financing.

The most active venture capital firms this quarter, each investing
in four or more companies, numbered 18 and are listed below:

  Venture Capital Firm           Number of Health Care Investments
  --------------------           ---------------------------------
  3i plc                                         8
  Schroder Ventures*                             7
  Burrill & Co. Funds                            6
  OrbiMed Advisors                               6
  Alta Partners Funds                            5
  HBM Partners                                   5
  HealthCap Funds                                5
  MPM Capital                                    5
  New Enterprise Associates                      5
  Nomura Securities Funds                        5
  Novo A/S                                       5
  TVM Techno Venture Management                  5
  Abingworth Management Ltd.                     4
  Essex Woodlands Healthcare Ventures            4
  Bear Stearns Health Innoventures               4
  Prospect Venture Partners                      4
  Versant Ventures                               4

*Schroder Ventures includes (5) investments made by Schroder
Ventures Life Sciences as well as (2) made by Schroder ISF Swiss
Small & Mid Cap Equity Funds.

The average size of health care venture capital investments during
second quarter 2004 was $18.02 million, representing a 14%
decrease compared with the average investment size of $20.9 during
the first quarter 2004.  Jenks reported that during the quarter
ended March 30, 2004, 97 deals were made, or 13% fewer than the
current quarter, totaling $2.03 billion, negligibly more than the
current quarter.

Pharmaceutical companies are receiving continued support from the
venture capital community, while biopharmaceutical, biotechnology
and medical device companies are also capturing a nice slice of
health care dollars.  "Investors know that cutting-edge health
care companies will provide excellent future returns," commented
Stephen M. Monroe, managing editor at Irving Levin Associates,
Inc., "and we are seeing more health care companies that develop
products or achieve clinical advancements through high technology,
resulting in a combined appeal to investors."

         About Jenks Healthcare Business Report

The monthly newsletter Jenks Healthcare Business Report and its
companion annual report, The Health Care Venture Capital Report,
are published by Irving Levin Associates, Inc., a leading health
care financial publisher established in 1948.  The Firm has
headquarters in New Canaan, CT and is online at
http://www.levinassociates.com/

This privately held corporation publishes research reports and
newsletters, and maintains merger and acquisition databases, on
the health care and senior housing markets. For more information
on Jenks Healthcare Business Report, call 1-800-248-1668.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

                           *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***