TCR_Public/040708.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 8, 2004, Vol. 8, No. 139

                           Headlines

ADELPHIA COMMS: Gusses Offer $2.798M for Beaver Creek Property
AIR CANADA: Monitor Ernst & Young Provides Liquidation Analysis
AIR CANADA: Reports Higher Revenue Passenger Miles in June 2004
ALLPOINTS OFFICE: Case Summary & 20 Largest Unsecured Creditors
AMERICAN SEAFOODS: Extends 10-1/8% Senior Debt Offer to July 27

AMERIGAS PARTNERS: Selling 2 Million Shares for $48.7 Million
ATLANTIC EXPRESS: S&P Places Ratings on CreditWatch Negative
AVAYA INC: Repurchases $131.6M of 11-1/8% Senior Secured Notes
BORDEN CHEMICAL: Acquisition News Spurs S&P's Negative Watch
CARAUSTER INDUSTRIES: Resets Q2 Financial Webcast to July 28

CARE POINT: Files BIA Proposal to Facilitate Restructuring
CATHOLIC CHURCH: Portland Archdiocese Files for Ch. 11 Protection
CATHOLIC CHURCH: Portland Archdiocese's Case Summary & Creditors
CHALK MEDIA: Partners With Samsung For Online Training Site
CHAS COAL: U.S. Trustee Meeting with Creditors on July 29

CIRTRAN CORP: Wins Two New Major Military Contracts
COINSTAR INC: Will Webcast Q2 2004 Conference Call on July 29
CONSOLIDATED TRAVEL: Enters into Merger Pact with Knobias Holdings
CRITICAL PATH: Shareholders Okay $77MM Debt-to-Equity Conversion
CVF TECHNOLOGIES: Faces Possible Delisting From AMEX

DAS INTERNATIONAL: First Creditors' Meeting Convenes on July 20
DUANE READE INC: S&P Lowers Corporate Credit Rating to B from B+
EBLE LAND DEVT: Case Summary & 11 Largest Unsecured Creditors
EDISON INTERNATIONAL: Board Amends Bylaws for Share Issuance
ENRON CORPORATION: Objects to Various Employee Claims

ENRON DEVELOPMENT: Enters Into Telecom MHC Loan Settlement Pact
ENVIRONMENTAL LAND: Section 341(a) Meeting Slated for July 19
EQUITY NORTHWOODS: Case Summary & 20 Largest Unsecured Creditors
FLEMING COMPANIES: Moves To Settle 26 Reclamation/Avoidance Suits
FLEMING COS: Wants Court Nod on Calif. Board of Equalization Pact

FOREST OIL: Plans to Issue Additional $100 Million 8% Senior Notes
FOSTER WHEELER: More Investors Agree Not to Transfer Securities
GE COMMERCIAL MORTGAGE: Assigns Low-B Ratings to 6 Classes
GREENMAN TECHNOLOGIES: Completes $9M Financing with Laurus Funds
GROOVE VILLAGE: Voluntary Chapter 11 Case Summary

HALLIBURTON: Launches First Major Project with National Oilwell
HAYES LEMMERZ: 75 Adversary Cases Reassigned to Judge Lindsey
HOMECOM COMMUNICATIONS: Going Concern Viability is in Doubt
HUDSON RESPIRATORY: Teleflex Completes Acquisition
INDOSUEZ EASTERN EUROPE: Section 304 Petition Summary

INTERPUBLIC GROUP: Negotiates Amendments to Silverstone Lease
ISLES CBO: Fitch Downgrades Classes A-1 & A-2 Ratings to BB-
JOURNAL REGISTER: S&P Places Ratings on Watch Negative
KAISER ALUMINUM: Proposes QAL Sale Bidding Procedures
KEY ENERGY: Commences Senior Note Consent Solicitations

KIEL BROS OIL: Look for Bankruptcy Schedules by July 15
KMART HOLDING: Appoints Three New Customer Service Executives
MED DIVERSIFIED: Provides Update on Bankruptcy Proceedings
MERITAGE CORPORATION: Second Quarter Orders Climb 51%
MIRAVANT MEDICAL: Guidant Extends $7M to Fund PhotoPoint Programs

MORGANS HOTEL: Enters Into a 99-Year Sale-Leaseback with DIVCO
NEW WORLD PASTA: Plans to Close Omaha Facility on September 4
NEWPORT INT'L: Subsidiary Inks 3-Year Reselling Pact with V-Link
NRG ENERGY: Nelson Debtors To Sell Substantially All Assets
OM GROUP: Negotiating With Noteholders to Waive Covenant Defaults

OMNE STAFFING: Trustee Wants to Continue David Cohen's Employment
OMNI FACILITY: Asks to Hire TRG as Restructuring Consultants
OWENS CORNING: Mediator Francis McGovern Walks Away
PACIFIC GAS: Court Disallows 75 Ordinary Course Liability Claims
PEGASUS SATELLITE: Asks Court to Okay Employee Retention Program

PURELY SUPREME: Selling Assets at Auction on July 14
RCN CORP: Shuman Wants Stay Lifted To Collect $200K Settlement
REVLON INC: Most 12% Senior Noteholders Consent to Amend Indenture
SIX FLAGS: Will Make PIERS Dividend Distribution on August 15
SPIEGEL: Wants Court Nod To Set Up New Hampton Bidding Procedures

STEWART ENTERPRISES: Fitch Affirms Senior Notes' Low-B Ratings
SURFSIDE RESORTS: Gets Okay to Hire Walter Snell as Attorney
TANGO INC: Secures Global Apparel & Footwear Company Contract
TEENFORM ASSOCIATES: Case Summary & 8 Largest Unsecured Creditors
TOP BON LLC: Case Summary & 12 Largest Unsecured Creditors

TORCH RIVER: Executes Drilling Program on High Rock Island
TROPICAL SPORTSWEAR: Names 3 Executives to Lead New Business Units
UNITED AIRLINES: Balks at American Airlines' $74,500,000 Claim
URBANALIEN CORP: Synchronicity Financial Gains Company Control
US AIRWAYS: Agrees to Allow UBS AG's $9 Million Claim

US AIRWAYS: Says Passenger Load Factor Up 3% in June 2004
UTILITY CORP: Declares Monthly Dividend Payable on July 30
WASTECORP INTL: Court Extends Plan Exclusivity Period to July 30
WATERLINK INC: Court Confirms Chapter 11 Liquidating Plan
WESTAFF INC: Names Stephen J. Russo as New Western Zone Manager

WINSTAR: Court Authorizes Trustee to Pay Fox Rothschild's Fees
WORLDCOM: Cook County Jury Awards $2-Mil Verdict In Slovinski Case
W.R. GRACE: Asbestos PD Committee Issue Status Report

* Dewey Ballantine Expands Frankfurt Private Equity Practice
* FOCUS Management Group USA Expands its Chicago Presence
* Penny Friedman to Lead GE Commercial's Central Region Efforts
* Pamela O'Neill Joins XRoads' Litigation Analytics as Principal

                           *********

ADELPHIA COMMS: Gusses Offer $2.798M for Beaver Creek Property
--------------------------------------------------------------
Adelphia Communications Corporation owns a condominium located at
61 Greystone Court, on the slopes of the Beaver Creek Mountain
Valley, in Beaver Creek, Colorado.  The Beaver Creek Property was
purchased on June 22, 1990 for $899,000.  At that time, the
property was appraised at $2,863,380.  Since March 10, 2004, the
Property was listed at an asking price of $2,750,000 with Slifer,
Smith & Frampton/Vail Associates, LLC -- a broker located in
Avon, Colorado.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, LLP, in
New York, informs the Court that since the Property was listed,
the ACOM Debtors received four offers.  The highest offer that
ACOM received for the Property was Bonnie Garland Guss and Robert
Barry Guss' $2,798,200 offer.  Ms. Chapman believes that selling
the Property to the Gusses would result in a significant gain to
the ACOM Debtors, given that the asset is not necessary to their
operations.

Accordingly, the ACOM Debtors ask the Court to approve their
April 4, 2004 Purchase Agreement with the Gusses.  The ACOM
Debtors also seek the Court's authority to sell the Property to
the Gusses free and clear of all liens, claims, interests and
encumbrances.

In accordance with the Purchase Agreement, the Gusses deposited
$50,000 in escrow pending the closing of the Sale.  The amount
will be released from escrow and applied to the Purchase Price at
closing.  As set forth in the Purchase Agreement, ACOM is
required to obtain the Court's approval of the Sale by July 9,
2004.

Ms. Chapman relates that a sale of the Property, at this time,
would allow the ACOM Debtors to maximize net potential proceeds
and use them in accordance with their DIP credit facility.

The Sale is in good faith, Ms. Chapman assures the Court.
Legitimate marketing efforts were undertaken and there is no
evidence of fraud or collusion in the terms of the proposed Sale.
The Buyers are not insiders of the ACOM Debtors.  In addition,
the Purchase Agreement terms do not personally benefit any ACOM
insiders. (Adelphia Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Monitor Ernst & Young Provides Liquidation Analysis
---------------------------------------------------------------
Ernst & Young, Inc., the Court-appointed Monitor, prepared a
liquidation analysis with respect to Air Canada.  Based on
its analysis, the Monitor determined that if the assets of the
Applicants were to be liquidated, there would be no recovery for
the Affected Unsecured Creditors.

The Applicants are insolvent and unable to meet their debt and
other obligations as they become due.  If the Required Majority
of Affected Unsecured Creditors does not approve the Plan,
creditors could take steps to exercise their rights and remedies
against the Applicants' assets and property.  If the Plan is not
implemented, possible alternatives would include a forced sale or
liquidation of the Applicants through receivership, exercise of
creditors' rights or bankruptcy.

Based on certain assumptions, the Monitor estimates that the net
realizable value for the Applicants' assets would range from
CN$1,100,000,000 to CN$1,500,000,000.

              Estimated Realizable Net Asset Values
                        (CN$ in Millions)

                          Net Book Value
                              as at       Est. Liquidation Value
                          March 31, 2004      Low         High
                          --------------  ----------  -----------
Assets:
   Cash & short-term
      investments                  875.9       897.6        897.6
   Accounts receivable             849.7       130.6        189.4
   Rotables, spare parts,
      materials & supplies         243.9       172.9        234.1
   Prepaids and deposits           133.2         3.2         17.7
   Property & equipment          2,653.2       209.5        302.7
   Investments & advances          893.8           -         45.0
   Deferred charges              1,914.6           -            -
   Other assets                  1,084.4        74.2        123.0
                               ----------  ----------  -----------
Estimated realizations
   from assets as at
   March 31, 2004                8,648.7     1,488.0      1,809.5

Less estimated liquidation
   & wind-down costs                          (408.2)      (346.5)
                                          ----------  -----------
Net realizations available
   for distribution to
   creditors                                 1,079.8      1.463.0
                                          ==========  ===========

The Monitor's analysis indicates that the estimated proceeds will
not be sufficient to satisfy the claims of secured creditors with
charges granted priority pursuant to Section 63 of the Initial
CCAA Order and creditors with post-filing CCAA claims.  A
liquidation of the Applicants' assets would trigger an inevitable
increase in the claims asserted against the Applicants.

               Estimated Distribution to Creditors
                        (CN$ in Millions)

                                              Low        High
                                          ----------  -----------
Est. Proceeds Available for Distribution  CN$1,079.8   CN$1,463.0

Less estimated priority claims:
   CRA deemed trust re unremitted
      source deductions                        (16.9)       (16.9)
   Pension deemed trust claims                (509.7)      (131.3)
                                          ----------  -----------
                                               553.2      1,314.8

Secured charges:
   Administrative Charge                        (4.2)        (4.2)
   CCAA Lender's Charge
      re Non-GECAS Obligations                (320.1)      (320.1)
   Director's Charge                          (149.1)      (149.1)
   CCAA Lender's Charge
      re GECAS Obligations                    (444.1)      (444.1)
                                          ----------  -----------
                                              (364.4)       397.2

Post-filing claims re CCAA proceedings        (743.0)      (743.0)

Estimated shortfall before
   payment of general claims                (1,107.4)      (345.8)
                                          ----------  -----------
Indicated recovery for general claims           CN$0         CN$0
                                          ==========  ===========

Accordingly, the Monitor recommends that Affected Unsecured
Creditors vote for the Resolution to approve the Plan.

Air Canada's Board agrees that the most likely alternative to the
Plan would be a liquidation and distribution of the net proceeds
of the Applicants' assets.  The Board believes that the Plan will
produce a more favorable result for the Affected Unsecured
Creditors and employees of Air Canada than a liquidation of the
Applicants' assets.  The Board also recommends that Affected
Unsecured Creditors vote for the Resolution.

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)


AIR CANADA: Reports Higher Revenue Passenger Miles in June 2004
---------------------------------------------------------------
Air Canada mainline flew 13.6 per cent more revenue passenger
miles in June 2004 than in June 2003, according to preliminary
traffic figures. Overall, capacity increased by 9.7 per cent,
resulting in a load factor of 79.4 per cent, compared to 76.7 per
cent in June 2003; an increase of 2.7 percentage points. In the
domestic market, capacity decreased by 0.3 per cent while traffic
rose by 7.6 per cent resulting in a domestic load factor of 78.1
per cent - a 5.7 point increase year over year.

Jazz, Air Canada's regional airline subsidiary, flew 4.7 per cent
more revenue passenger miles in June 2004 than in June 2003,
according to preliminary traffic figures. Capacity decreased by
0.4 per cent, resulting in a load factor of 67.8 per cent,
compared to 64.5 per cent in June 2003; an increase of 3.3
percentage points.

"This third consecutive month of record system load factors is a
clear indication that our commercial strategy is paying off," said
Montie Brewer, Executive Vice President, Commercial. "Our
continued strong performance in the highly competitive domestic
market reflects positive consumer response to Air Canada's new
fare products which allow customers to choose the fare that
best suits their needs. An ongoing recovery in international
travel, boosted by our expansion to additional Latin American
destinations also contributed to the record 79.4 per cent load
factor.

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.


ALLPOINTS OFFICE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Allpoints Office.Com, Inc.
        3930 Willow Lake Boulevard
        Memphis, Tennessee 38118

Bankruptcy Case No.: 04-30109

Type of Business: The Debtor sells office furniture and
                  supplies.  See http://www.allpointsoffice.com/

Chapter 11 Petition Date: June 30, 2004

Court: Western District of Tennessee (Memphis)

Judge: William Houston Brown

Debtor's Counsel: P. Preston Wilson, Esq.
                  Gotten, Wilson, Savory & Beard
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: 901-523-1110
                  Fax: 901-523-1139

Total Assets: $453,581

Total Debts:  $2,594,789

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Richard Mason                              $645,000
8633 Old Creek Road
Memphis, TN 38125

Allsteel - HON Industries                  $312,873
P.O. Box 92326
Chicago, IL 60675

Carol Mason                                $295,965
8633 Old Creek Road
Memphis, TN 38125

Community Business Finance, Inc.           $282,000
P.O. Box 1390
Southaven, MS 38671

Corporate Express                          $198,000

Armstrong Allen, PLLC                      $156,371

Stokes, Bartholomew, Evans &               $115,611
Petree, PA

AMB Property, LP II                         $97,805

Hon Industries                              $62,822

Paoli, Inc.                                 $37,865

Richard Mason                               $33,000

Susan Hurley                                $28,473

Direct Line                                 $28,220

United States Financial Service, LLC        $27,272

CitiCapital (SM)                            $24,180

Systems Plus                                $23,329

KRUGER (KI)                                 $17,692

HumanScale                                  $17,636

KEILHAUER                                   $15,370

American Express                            $13,367


AMERICAN SEAFOODS: Extends 10-1/8% Senior Debt Offer to July 27
---------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced that, as part of their previously announced tender offer
and consent solicitation for their outstanding 10-1/8% Senior
Subordinated Notes due 2010, they are extending the tender offer
expiration date. The tender offer, which had been set to expire at
5:00 p.m., New York City time, on July 6, 2004, will be extended
to 5:00 p.m., New York City time, on Tuesday, July 27, 2004,
unless extended by American Seafoods.

The closing of the initial public offering and the other financing
transactions contemplated by the registration statement on Form
S-1 (Registration No. 333-105499) is a condition precedent to the
consummation of the tender offer. On May 26, 2004 American
Seafoods filed Amendment No. 6 to its registration statement on
Form S-1 with the Securities and Exchange Commission.

The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003. Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date. Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170.00 per $1,000 principal amount of Notes, but not the
consent payment. As of the close of business on September 26,
2003, which was the consent expiration date and the last day on
which validly tendered Notes could have been withdrawn, American
Seafoods had received the requisite consents to the proposed
amendments to the Indenture governing the Notes. Consequently, the
proposed amendments were incorporated in the Third Supplemental
Indenture, which was executed and delivered on September 26, 2003,
by and among American Seafoods Group LLC, American Seafoods
Finance, Inc., the guarantors listed on Schedule A thereto and
Wells Fargo Bank, National Association, as trustee. The proposed
amendments to the Indenture, which will not become operative
unless and until the Notes are accepted for purchase by American
Seafoods, will eliminate substantially all of the restrictive
covenants, certain repurchase rights and certain events of default
and related provisions contained in such indenture.

As of July 6, 2004, all of our existing senior subordinated notes
had been validly and irrevocably tendered.

Consummation of the offer is subject to certain conditions,
including consummation of certain financing transactions
contemplated by the registration statement on Form S-1 filed with
the Securities and Exchange Commission by American Seafoods
Corporation. Subject to applicable law, American Seafoods Group
LLC and American Seafoods Finance, Inc. may, in their sole
discretion, waive or amend any condition to the offer or
solicitation, or extend, terminate or otherwise amend the offer or
solicitation.

Credit Suisse First Boston, or CSFB, is the dealer manager for the
offer and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank,
National Association is the depositary in connection with the
offer and solicitation. The offer and solicitation are being made
pursuant to the Offer to Purchase and Consent Solicitation
Statement, dated September 15, 2003, and the related Consent and
Letter of Transmittal, each as modified by American Seafoods'
press release, dated September 24, 2003, which collectively set
forth the complete terms of the offer and solicitation. Copies of
the Offer to Purchase and Consent Solicitation Statement and
related documents may be obtained from MacKenzie Partners, Inc. at
212-929-5500. Additional information concerning the terms of the
offer and the solicitation may be obtained by contacting CSFB at
1-800-820-1653. Copies of the registration statement may be
obtained from the Securities and Exchange Commission's Internet
site. The site's Internet address is http://www.sec.gov/

American Seafoods, headquartered in Seattle, Washington, is the
largest harvester and at-sea processor of pollock and hake and the
largest processor of catfish in the United States.


AMERIGAS PARTNERS: Selling 2 Million Shares for $48.7 Million
-------------------------------------------------------------
AmeriGas Partners, L.P., is offering to sell 2,000,000 common
units (2,300,000 common units if the underwriters exercise their
over-allotment option in full).  There will be 54,373,272 common
units outstanding after the offering.  If the underwriters
exercise their over-allotment option in full, the Company will
issue an additional 300,000 common units, which will result in
54,673,272 common units outstanding representing 100% of the
limited partner interests outstanding.

AmeriGas Partners will receive approximately $48.7 million from
the sale of the common units, or $56.1 million if the
underwriters' over-allotment option is exercised in full, after
deducting underwriting discounts and commissions and offering
expenses. The Company intends to use the net proceeds that it
receives from this offering, including any from the exercise of
the underwriters' over-allotment option, to reduce indebtedness
under the Company's bank credit agreement and for general
partnership purposes.

The Company ticker symbol on the New York Stock Exchange is APU.

AmeriGas Partners (APU, senior unsecured debt rated 'BB+' by
Fitch) is the nation's largest retail propane marketer,
serving nearly 1.2 million customers from approximately 650
locations in 46 states.

Comprehensive information about AmeriGas is available on the
Internet at http://www.amerigas.com/


ATLANTIC EXPRESS: S&P Places Ratings on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Atlantic
Express Transportation Corp., including the 'B' corporate credit
rating, on CreditWatch with negative implications. The rating
action reflects Standard & Poor's increased concerns regarding the
company's near-term outlook and liquidity position. The Staten
Island, New York-based school bus transportation company, which
emerged from Chapter 11 bankruptcy protection in December 2003,
has about $150 million of lease-adjusted debt.

"The CreditWatch placement reflects concerns over the company's
recent disclosure in a registration statement filed with the SEC
that it will need additional funding to finance its operations and
execute its business plan over the next 12 months," said Standard
& Poor's credit analyst Lisa Jenkins. Earlier this year, Atlantic
Express stated that it expected to have sufficient liquidity to
meet requirements through fiscal 2008 once it completed the
refinancing activities then under way. In the recent registration
statement, Atlantic Express disclosed that it expects cash flow to
be adversely affected by a number of factors, including
higher-than-expected fuel costs and other expenses. These
disclosures are of particular concern given the company's
substantial debt burden, limited liquidity, and competitive end
markets.

Atlantic Express is the fourth-largest provider of school bus
transportation in the U.S. and the leading provider in New York
City. School bus services account for about 88% of revenues. The
company also provides paratransit services for physically and
mentally disabled passengers and other services, including express
commuter lines and tour buses. As of March 31, 2004, the company
operated a fleet of approximately 6,400 vehicles.

Atlantic Express has been in operation for over 30 years and has
well-established relationships with many of its customers,
primarily school districts in various states. Much of Atlantic
Express' revenue base is tied to the New York City Department of
Education, which accounted for about 38% of revenues in fiscal
2003. Atlantic Express has had a relationship with the DOE since
1979. The current contract is up for renewal in mid-2005. Atlantic
Express' revenue stream is fairly predictable, with contracts
typically ranging between one to five years and a high renewal
rate. Given the modest size of the company, however, the loss of
certain contracts could have a material impact on the company's
financial position. In addition, most contracts are fixed price,
which leaves the company vulnerable to unexpected increases in
costs.

Atlantic Express experienced a material increase in costs during
fiscal 2002, which contributed to significant liquidity pressures
and led the company to file for Chapter 11 bankruptcy protection
in August 2002. Despite its emergence from Chapter 11, Atlantic
Express remains highly leveraged. For the nine-month period ended
March 31, 2004, the company reported a profit of $32.8 million
after $58.6 million of forgiveness of indebtedness income, an
operating loss of $3.1 million, and EBITDA of $63.1 million.


AVAYA INC: Repurchases $131.6M of 11-1/8% Senior Secured Notes
--------------------------------------------------------------
Avaya Inc.,(NYSE: AV) a leading global provider of business
communications software, systems and services, said it completed
cash repurchases of $131.6 million in principal amount of its 11
1/8% senior secured notes during its third fiscal quarter.  As a
result of the repurchases, the company expects to record a one-
time, pre-tax loss of $21.0 million for the third quarter.

"These repurchases are consistent with Avaya's objectives of
reducing our long-term debt and de-leveraging our balance sheet,"
said Garry McGuire, chief financial officer, Avaya.

These repurchases, along with the previously announced
redemption of $224 million in senior secured notes in February
2004, have lowered the outstanding balance of this issue by 55
percent from $640 million to $284 million.  The company said that
together, the transactions will save a total of approximately
$17.7 million in interest expense for fiscal 2004 and $39.6
million annually thereafter.

                            About Avaya

Avaya Inc. designs, builds and manages communications networks for
more than one million businesses worldwide, including more than 90
percent of the FORTUNE 500(R). Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol (IP) telephony systems and communications software
applications and services.  Driving the convergence of voice and
data communications with business applications -- and
distinguished by comprehensive worldwide services -- Avaya helps
customers leverage existing and new networks to achieve superior
business results.  For more information visit the Avaya website at
http://www.avaya.com/

                         *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Standard & Poor's Rating's Services revised its outlook
on the rating of Avaya Inc. to positive from stable. The 'B+'
corporate credit and senior secured debt and 'B' senior unsecured
debt ratings were affirmed. The outlook revision reflects improved
profitability in recent quarters combined with reduced debt,
improving debt protection metrics and increased balance sheet
liquidity.


BORDEN CHEMICAL: Acquisition News Spurs S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Borden
Chemical Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications, citing the announcement
that Apollo Management LP will acquire Borden Chemical.

Columbus, Ohio-based Borden Chemical has about $551 million of
total debt outstanding.

"The CreditWatch placement follows the announcement that Apollo
Management LP has entered into a definitive agreement to acquire
Borden Chemical for approximately $1.2 billion, including the
assumption of outstanding debt," said Standard & Poor's credit
analyst Peter Kelly. "The ratings on Borden Chemical could be
lowered if, as anticipated, the financial structure resulting from
the proposed transaction reflects a significant increase in
leverage." More aggressive financial policies employed by new
management could also impact credit quality.

Standard & Poor's will resolve the CreditWatch after reviewing the
business prospects and financial profile of the company pro forma
for the proposed transaction, as well as new management's
financial policies and operational strategies. Apollo Management
is acquiring Borden Holdings, the parent of Borden Chemical, from
BW Holdings LLC, an affiliate of Kohlberg Kravis Roberts & Co. The
acquisition is subject to regulatory approval and is expected to
be completed in the third quarter of 2004.

Borden Chemical, with more than $1.4 billion of annual sales, is a
leading producer of formaldehyde-based thermosetting resins for
the forest products industry, as well as resins for industrial
applications. End uses include furniture and construction
products, such as structured panels, medium-density fiberboard and
particleboard, and coatings for the foundry industry. The company
also is the leading global manufacturer of formaldehyde, and
consumes much of its production internally.


CARAUSTER INDUSTRIES: Resets Q2 Financial Webcast to July 28
------------------------------------------------------------
Due to a number of other companies reporting on July 27, 2004,
Caraustar (Nasdaq: CSAR) has changed the date to host its webcast
to review second quarter 2004 financial results to Wednesday, July
28, 2004, beginning at 9:00 a.m. (EDT).

     What:     Caraustar Industries Second Quarter 2004 Financial
               Results

     When:     Wednesday, July 28, 2004 @ 9:00 a.m. (EDT)

     Where:    http://www.caraustar.com/or
               http://www.firstcallevents.com/service/ajwz407653794gf12.html

     How:      Live over the Internet -- Simply log on to the web
               at the address above.

     Contact:  Janice Kuntz, Intellegre, Inc., 404-352-2841

If you are unable to participate during the live webcast, the call
will be archived at http://www.caraustar.com/

Caraustar, a recycled packaging company, is one of the largest and
most cost-effective manufacturers and converters of recycled
paperboard and recycled packaging products in the United States.
The company has developed its leadership position in the industry
through diversification and integration from raw materials to
finished products. Caraustar serves the four principal recycled
paperboard product markets: tubes, cores and cans; folding cartons
and custom packaging; gypsum wallboard facing paper; and
miscellaneous "other specialty" and converted products.

                       *   *   *

            Liquidity and Capital Resources

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

"Our primary sources of liquidity are cash from operations and
borrowings under our senior credit facility. Downturns in
operations can significantly affect our ability to generate cash.
In the first quarter of 2004, we generated $475 thousand in cash
from operations, which is $15.6 million lower than the first
quarter of 2003. Although the timing or certainty of the following
events cannot be assured, we believe that our existing cash and
liquidity position will be strengthened through the sale of the
real estate at our Chicago, Illinois and Baltimore, Maryland
paperboard mills and internal cost reduction initiatives. We
believe that our cash on hand at March 31, 2004 of $81.4 million
and borrowing availability under our senior credit facility will
be sufficient to meet our cash requirements for the year ended
December 31, 2004 and the foreseeable future. Additionally, based
on our historical ability to generate cash, we believe we will be
able to meet our long-term cash requirements. However, if we are
unable to generate cash at historic levels our ability to generate
cash sufficient to meet long-term requirements is uncertain. The
following are factors that could affect our future ability to
generate cash from operations:

   -- Continued contraction in domestic demand for recycled
      paperboard and related packaging products that our industry
      experienced in 2000, 2001 and 2002.

   -- Substitution of paperboard packaging products by alternative
      products such as flexible packaging and plastics.

   -- Continued export of domestic manufacturing operations.

   -- Significant unforeseen adverse conditions in our industry or
      the markets we serve.

"Although we believe that our liquidity will be sufficient to meet
expected needs for the foreseeable future, the occurrence,
continuation or exacerbation of these conditions could require us
to seek additional funds from external sources in order to meet
our liquidity requirements. In such event, our ability to obtain
such funds would depend on the various business and credit market
conditions prevailing at the time, which are difficult to predict
and some of which are out of our control. Availability of
additional funds could also be materially adversely affected by
our substantial existing indebtedness."


CARE POINT: Files BIA Proposal to Facilitate Restructuring
----------------------------------------------------------
Care Point Medical Centres Ltd. announced that it has filed a
notice of intention to make a proposal pursuant to the Bankruptcy
and Insolvency Act. The filing of this notice is intended to
provide the Board of Directors of Care Point with time to seek to
address the best interests of creditors, suppliers and
shareholders while continuing to ensure that the best standards of
patient care are met.

Care Point described working capital and expense difficulties with
the release of its second quarter financial results on May 25,
2004. Due to ongoing financial difficulties, the Board of
Directors concluded that the filing of the notice of intention was
necessary to facilitate the operation, commercial, financial and
corporate restructuring of Care Point.

During the period of protection pursuant to the Bankruptcy and
Insolvency Act clinical operations at Care Point will continue
without interruption. The action taken to restructure will not
have any impact on Care Point's level of service or continued
commitment to patient care. Care Point will continue providing
care to its patients and taking on new patients during the
restructuring period.

               About Care Point Medical Centres

Care Point operates a total of fifteen medical clinics in the
Greater Vancouver Regional District. These clinics are open
approximately 12 hours per day, 364 days of the year.

In exchange for a fee, Care Point provides management, facilities,
staffing and administrative support for doctors practicing family
medicine on a no appointment necessary basis, Paediatrics, Minor
Surgery, Urology, Dermatology, and Podiatry. Freed of
Administrative duties, the doctors practicing at Care Point are
able to devote 100% of their time to medical matters.


CATHOLIC CHURCH: Portland Archdiocese Files for Ch. 11 Protection
-----------------------------------------------------------------
The Archbishop of Portland, John G. Vlazny, released this letter:

               Archdiocese of Portland in Oregon
                   Office of the Archbishop

                                        July 6, 2004

Dear brothers and sisters in Christ,

     Today I am doing something I hoped I would never have to do.
The Archdiocese of Portland in Oregon is filing for Chapter 11
reorganization in bankruptcy court.  When I first mentioned this
possibility, in February 2003, I promised that we would do our
very best to avoid taking this step.  We have worked hard to
prevent it.

     At this point, circumstances beyond my control have created
great financial risk.  If I am to be a prudent steward of our
resources, I believe that the best choice is to seek protection
in bankruptcy.  This step should allow the Archdiocese and our
parishes and schools to operate in normal fashion while difficult
financial issues are resolved.

     This is not an effort to avoid responsibility.  It is, in
fact, the only way I can assure that other claimants can be
offered fair compensation.  We have worked diligently to settle
claims of clergy misconduct.  In the last four years, we have
settled more than 100 such claims.  Last year alone the
Archdiocese paid almost $21 million from its own funds.  Major
insurers have abandoned us and are not paying what they should on
the claims.

     Two cases are set for trials beginning today.  One plaintiff
seeks more than $130 million in compensatory and punitive
damages, the other $25 million.  We have made every effort to
settle these claims fairly but the demand of each of these
plaintiffs remains in the millions.  I am committed to just
compensation.  These demands go beyond compensation.  With 60
other claims pending, I cannot in justice and prudence pay the
demands of these two plaintiffs.

     There is always risk in going to trial.  Attorneys for the
plaintiffs claim that the assets of all the parishes and schools
and of various trust funds holding charitable contributions are
available to pay their clients.  Under canon law, parish assets
belong to the parish.  I have no authority to seize parish
property.  I have assured you that this is something I would not
do.  Neither can I, nor would I, use other assets held in
charitable trust.  Seeking the protection of bankruptcy is a just
and prudent course of action.  This action offers the best
possibility for the Archdiocese: to resolve fairly all pending
claims, to manage a difficult financial situation and to preserve
the ability of the Archdiocese to fulfill its mission.  It will
also allow us to continue our good works without fear of an
impending large verdict.  The operation of our parishes and
schools will continue as usual.  We encourage you to continue
your contributions as in the past.

     Before I made this decision, I sought the advice of the
Archdiocesan Finance Council (mostly lay financial advisors), the
College of Consultors (who represent the clergy of the
Archdiocese), my attorneys and various others.  I listened
carefully to what they said and concluded that the step I am
taking will best ensure the financial stability necessary for the
continuation of the good work of the Church in Western Oregon.
Once more, I express my profound apologies to those who have been
harmed by abuse and I renew my commitment to help you to heal.
This decision will help me to do that.


                              Sincerely yours in Christ,

                              Most Reverend John G. Vlazny
                              Archbishop of Portland


CATHOLIC CHURCH: Portland Archdiocese's Case Summary & Creditors
----------------------------------------------------------------
Debtor:  Roman Catholic Archbishop of Portland
         in Oregon, and successors, a corporation
         sole, aka Archdiocese of Portland in Oregon
         2838 E. Burnside Street
         Portland, OR 97214
         Telephone (503) 234-5334
         Fax (503) 234-2545

Chapter 11 Petition Date: July 6, 2004

Bankruptcy Case No.: 04-37154

Bankruptcy Court: District of Oregon

Bankruptcy Judge: The Honorable Elizabeth L. Perris

Circuit: Ninth

Bankruptcy Counsel: Thomas W. Stilley, Esq.
                    William N. Stiles, Esq.
                    Sussman Shank LLP
                    1000 SW Broadway, Suite 1400
                    Portland, OR 92705-3089
                    Telephone (503) 227-1111
                    Fax (503) 248-0130

Special Counsel:  Thomas Dulcich, Esq.
                  Margaret Hoffman, Esq.
                  James Finn, Esq.
                  Schwabe Williamson & Wyatt PC
                  Pacwest Center, Suites 1600 - 1900
                  1211 S.W. Fifth Avenue
                  Portland, OR 97204-3795
                  Telephone (503) 222-9981
                  Fax (503) 796-2900

Estimated Number of Creditors:  50 to 99

Estimated Assets:  $10,000,000 to $50,000,000

Estimated Debts:   $25,000,000 to $50,000,000


A. List Of The Debtor's 20-Largest Commercial Creditors

Creditor                                           Claim Amount
--------                                           ------------
Arthur J. Gallagher & Co. FIIC
#42163
P.O. Box 6000
San Francisco, CA 94160                                 $46,050

Black and Indian Mission Office
2021 H Street NW
Washington, DC 20006                                     $5,500

Bob Nagel Distributing
P.O. Box 14427
Portland, OR 97293                                         $858

Catholic Sentinel
P.O. Box 5087-19
Portland, OR 97208                                       $1,251

Department of Consumer & Busin
P.O. Box 14610
Salem, OR 97309-0445                                     $5,000

Hahn and Associates, Inc.
434 NW 6th Avenue #203
Portland, OR 97209                                       $5,710

Holy Family Catholic Church
3732 SE Knapp
Portland, OR 97202                                       $5,000

Key Bank of Oregon
1211 SW Fifth Avenue #400
Portland, OR 97204                                  $22,300,000

Mexican American Cultural Center
P.O. Box 28185
3115 W. Ashby
San Antonio, TX 78228                                    $4,034

Oregon Education Technology Consortium
8995 SW Miley Rd., #101
Wilsonville, OR 97070                                    $1,070

Oregon Education Technology Consortium
8995 SW Miley Rd., #101
Wilsonville, OR 97070                                      $925

Oregon Education Technology Consortium
8995 SW Miley Rd., #101
Wilsonville, OR 97070                                    $1,538

Oregon State University
Conference Services
102 Buxton Hall
Corvallis, OR 97331                                      $1,962

Our Lady of Sorrows Catholic Church
5221 SE Knight
Portland, OR 97206                                       $3,000

Rev. Wayne Forbes
7007 SW 46th Avenue
Portland, OR 97219                                       $2,000

Sacred Heart Catholic Church
2411 Fifth Street
Tillamook, OR 97141                                      $3,000

St. John Fisher Catholic Church
7007 SW 46th Avenue
Portland, OR 97219                                       $1,000

St. Joseph School
630 W. Stanton Street
Roseburg, OR 97470                                      $10,000

State Department of Oregon-Employment
875 Union Street NE
Salem, OR 97311-0100                                    $25,000

United Pipe & Supply Co.
P.O. Box 66490
Portland, OR 97290                                       $1,623


B. List Of The Debtor's 20-Largest Tort Litigation Creditors

Creditor                                           Claim Amount
--------                                           ------------
B M L
c/o Bradley O. Baker, Esq.
15545 Village Park Ct.
Lake Oswego, OR 97034                               $10,100,000

B V
c/o Daniel J. Gatti, Esq.
Gatti, Gatti, Maier, Krueger Sayer & Assoc.
1781 Liberty St. SE
Salem, OR 97302                                      $7,000,000

C B
c/o William A. Barton, Esq.
Barton & Strever PC
214 Coast Highway
P.O. Box 870
Newport, OR 97365                                  $135,050,000

Charles Naylor
c/o Daniel J. Gatti, Esq.
Gatti, Gatti, Maier, Krueger Sayer & Assoc.
1781 Liberty St. SE
Salem, OR 97302                                      $7,000,000

Curtis Grecco
c/o Daniel J. Gatti, Esq.
Gatti, Gatti, Maier, Krueger Sayer & Assoc.
1781 Liberty St. SE
Salem, OR 97302                                      $7,000,000

D S
c/o Daniel J. Gatti, Esq.
Gatti, Gatti, Maier, Krueger Sayer & Assoc.
1781 Liberty St. SE
Salem, OR 97302                                      $7,000,000

Douglas De Jong
c/o Daniel J. Gatti, Esq.
Gatti, Gatti, Maier, Krueger Sayer & Assoc.
1781 Liberty St. SE
Salem, OR 97302                                      $7,000,000

Earl New
c/o Daniel J. Gatti, Esq.
Gatti, Gatti, Maier, Krueger Sayer & Assoc.
1781 Liberty St. SE
Salem, OR 97302                                      $7,000,000

G M
c/o David L. Slader, Esq.
806 SW Broadway, Suite 400
Portland, OR 97205                                  $10,800,000

Greg Farris
c/o Gary A. Bisaccio, Esq.
2125 SW 4th Avenue, Suite 600
Portland, OR 97201                                  $20,025,000

J C M
c/o Kelly Clark, Esq.
O'Donnell & Clark LLP
1706 NW Gisan St., Suite 6
Portland, OR 97209                                   $5,100,000

J D
c/o David L. Slader, Esq.
806 SW Broadway, Suite 400
Portland, OR 97205                                  $24,300,000

J Doe 12
c/o Kelly Clark, Esq.
O'Donnell & Clark LLP
1706 NW Gisan St., Suite 6
Portland, OR 97209                                  $36,500,000

John Smith
c/o Kelly Clark, Esq.
O'Donnell & Clark LLP
1706 NW Gisan St., Suite 6
Portland, OR 97209                                   $5,100,000

K N
c/o David L. Slader, Esq.
806 SW Broadway, Suite 400
Portland, OR 97205                                  $10,800,000

L D
c/o J. William Savage, Esq.
Rieke & Savage PC
620 SW Fifth Avenue, Suite 1125
Portland, OR 97204                                  $10,200,000

M F
c/o Kelly Clark, Esq.
O'Donnell & Clark LLP
1706 NW Gisan St., Suite 6
Portland, OR 97209                                   $9,200,000

M M
c/o Kelly Clark, Esq.
O'Donnell & Clark LLP
1706 NW Gisan St., Suite 6
Portland, OR 97209                                   $5,050,000

P C
c/o Scott Beckstead, Esq.
1310 SW Corona Ct.
P.O. Box 700
Waldport, OR 97394                                  $10,200,000

Rodney Kessler
c/o Daniel J. Gatti, Esq.
Gatti, Gatti, Maier, Krueger Sayer & Assoc.
1781 Liberty St. SE
Salem, OR 97302                                      $7,000,000


CHALK MEDIA: Partners With Samsung For Online Training Site
-----------------------------------------------------------
Chalk Media Corp. announces the launch of "theSAMSUNGWAY.ca"
online training site.

Samsung Electronics Canada Inc. has partnered with Chalk Media to
create customized interactive online training courses for
Samsung's internal employees and external channel sales partners,
such as Future Shop. The innovative online training site,
theSAMSUNGWAY.ca, acts as a web-based learning portal that allows
sales representatives to learn product and service information in
a compelling and interactive environment. Each course teaches
the key features, benefits and technologies of Samsung's products
as well as sales strategies and tools which will help to show and
sell the products.

theSAMSUNGWAY.ca also incorporates an AIR MILES(R) Rewards
incentive program, whereby participants earn AIR MILES reward
miles upon the completion of each interactive training module. The
AIR MILES reward miles are then automatically calculated and
transferred to the participant's AIR MILES Collector Account.

"We are excited to implement online training programs for
employees and sales partners and see this type of training as a
crucial part of our sales and training strategy for the future,"
said Andrew Dorcas, Channel Marketing Manager, Samsung Electronics
Canada Inc.

To date, Chalk Media has launched four interactive course modules
for Samsung, and additional learning modules will be offered this
year.

              About Samsung Electronics Canada Inc.

Samsung Electronics Canada Inc. is the Canadian-based subsidiary
of Samsung Electronics Canada Ltd. of Korea, a major global
manufacturer of innovative telecommunications products, consumer
electronics, computers and peripherals and semiconductors, with
fully-integrated sales, service and marketing activities in 47
countries and R&D activities in 13 research centers around the
world. For more information on Samsung Electronics Canada Inc.
Samsung products, visit the company's web site at
http://www.samsung.ca/

                   About Chalk Media Corp.

Chalk Media (TSX-V: CKM) -- whose March 31, 2004 balance sheet
shows a deficit of C$416,886 -- produces network television & in-
flight entertainment programming and online training & marketing
solutions. The company's television shows, ranging from Dave Chalk
Computer Show to Dave Chalk Connected, have won many awards and
accolades and have built a highly recognizable brand name.
Leveraging this brand has allowed the company to build
relationships with a blue-chip customer base and provide them with
custom online training and marketing solutions. Chalk Media's
custom solutions help industry-leading companies communicate more
effectively with their customers, distribution partners and
employees.

With offices in Toronto, Ontario and Vancouver, British Columbia,
Chalk Media works with global organizations such as Samsung,
Intrawest, TELUS Mobility, RBC Financial, HSBC, Future Shop,
Terasen, Verizon, Sony, Bell Canada, Thomson Carswell and
Microsoft.


CHAS COAL: U.S. Trustee Meeting with Creditors on July 29
---------------------------------------------------------
The United States Trustee will convene a meeting of Chas Coal,
LLC's creditors at 11:30 a.m., on July 29, 2004 at the District
Courtroom, City Building, 805 S. Main St, Corbin, Kentucky 40701-
1822.  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 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.


CIRTRAN CORP: Wins Two New Major Military Contracts
---------------------------------------------------
CirTran Corp. (OTC BB: CIRT), an international full-service
contract electronics manufacturer of printed circuit board
assemblies, cables and harnesses, reported it has been awarded two
new contract wins with one of the largest international military
contractors of multiple United States and other foreign government
agencies providing turn-key complex cable assemblies used in one
of the major foreign projects. The product's end project will be
provided to the Israeli government aircraft industries. If
permission granted, CirTran will announce the entities and the
size of these contracts and more detailed usage of the product.

Trevor M. Saliba, executive vice president of worldwide business
development of CirTran Corp., commented, "We are very pleased to
announce these new contract wins with our strategic partner. We
continue to pursue contract opportunities with multiple government
agencies either directly or through strategic partners such as
this. We are very positive about the opportunities in the coming
months and next year."

                  About CirTran Corp.

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

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


COINSTAR INC: Will Webcast Q2 2004 Conference Call on July 29
-------------------------------------------------------------
Coinstar Inc. (NASDAQ:CSTR) will host a conference call on
Thursday, July 29, in conjunction with its second quarter earnings
release.

Earnings will be released at 4:30 p.m. Eastern/ 1:30 p.m. Pacific
time after the close of the market on Thursday, July 29. The
conference call will be simulcast on the company's Website, and
accessible following the live event at http://www.coinstar.com/--
click on about us, investor relations. On the conference call,
Coinstar's management will discuss its performance and comment on
recent developments.

Minimum requirements to listen to the broadcast are: Windows Media
Player software; Microsoft Internet Explorer 4.0 or higher or
Netscape 4.0 or higher; a computer with a sound card and speakers;
and no firewall.

                  About Coinstar Inc.

Coinstar Inc. owns and operates a network of nearly 11,000
automated self-service coin-counting machines that provide
consumers with a convenient means to convert loose coins into
cash. Acquisitions during the past year have laid the foundation
for the distribution of a wide variety of prepaid products through
point-of-sale and self-service kiosks in over 13,000 drugstores,
universities, shopping malls and convenience stores, bringing the
total to over 24,000 distribution points throughout the United
States, Canada and the United Kingdom.

                     *   *   *

As reported in the Troubled Company Reporter's June 15, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
corporate credit rating to Coinstar Inc. The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating, as well as a recovery rating of '4', to Coinstar's
proposed $300 million senior secured credit facilities, comprising
a $250 million seven-year term loan due 2011 and a $50 million
five-year revolving credit facility due 2009. The '4' recovery
rating indicates the expectation for a marginal recovery of
principal (25%-50%) in the event of a default. Proceeds of the
$250 million term loan will be largely used to fund the cquisition
of American Coin Merchandise Inc. Coinstar signed a definitive
agreement to acquire ACMI for $235 million, representing about
7.3x ACMI's March 31, 2004 last-12-month EBITDA of $32 million.

"The ratings on Coinstar reflect significant customer
concentration, the relatively short-term nature of its contracts
with retail partners, higher operating risks at ACMI, and
potential risks integrating this operation," said Standard &
Poor's credit analyst Ana Lai. "These risks are partly mitigated
by the company's relatively efficient proprietary coin
processing technology, positive operating performance, and
adequate credit protection measures."


CONSOLIDATED TRAVEL: Enters into Merger Pact with Knobias Holdings
------------------------------------------------------------------
Consolidated Travel Systems, Inc. (OTCBB: COVSA) announced that it
has entered into an Agreement and Plan of Reorganization with
Knobias Holdings, Inc., an innovative provider of complete
financial market intelligence and applications to industry
professionals, financial portals, and individual investors,
providing for the reverse acquisition of Consolidated by Knobias.
As a result of the acquisition, the directors and officers of
Knobias will become directors and officers of Consolidated,
Consolidated will change its name to "Knobias, Inc.," and it is
expected that the Consolidated trading symbol will be changed to
better reflect the new name.

Pursuant to the merger agreement, Consolidated will acquire all of
the outstanding shares of Knobias, which will be converted into
the right to receive common stock of Consolidated after the
merger. At the time of the merger agreement, Knobias and
Consolidated also entered into an agreement with Duncan Capital
Group, LLC, pursuant to which Duncan Capital has agreed to
contribute to Knobias all of Duncan's interest in the Duncan-
Knobias joint venture, Kollage, LLC, in exchange for common stock
of Consolidated. The pre-reverse acquisition stockholders of
Consolidated will retain approximately 5% of the Consolidated
stock, after giving effect to a one for three reverse stock split,
to be effected by Consolidated immediately prior to the merger.

Stockholders of Consolidated who currently own approximately 83%
of the outstanding common stock of Consolidated have entered into
agreements with Knobias pursuant to which they have agreed to vote
in favor of the transaction. Completion of the reverse acquisition
is conditioned upon, among other things, completion of
satisfactory due diligence, approval by the stockholders of
Knobias, the filing by Consolidated of a definitive information
statement with the Securities and Exchange Commission, the
completion by Knobias of financing in the amount of at least $2
million, and other customary conditions.

Knobias Holdings, Inc. is a financial information services
provider that has developed financial databases, information
systems, tools and products following over 14,000 U.S. equities.
Primarily through it's wholly owned subsidiary, Knobias.com, LLC,
Knobias markets its products to individual investors, day-traders,
financial oriented websites, public issuers, brokers, professional
traders and institutional investors. Knobias offers a range of
financial information products from multiple Knobias and third
party databases via a single, integrated internet based platform.
Knobias is capable of combining third party databases, news feeds
and other financial content with internally generated content and
analysis to create value-added, cost effective information
solutions for all market participants. Its principal executive
offices are located at 875 Northpark Drive, Ridgeland, MS 39157,
and its telephone number is (601) 978-3399. Information about
Knobias and its products and services can be found at
http://www.knobias.com/

"We are very excited about the opportunity this presents Knobias
in aligning with the proper strategic partners to move forward
with the introduction of our Kollage, LLC based products to the
marketplace," stated Knobias CEO, Key Ramsey.

Consolidated Travel Systems, Inc. has engaged in only sporadic
business operations and is deemed a development stage company. It
is not currently engaged in any substantial activity other than
the search for a possible merger or acquisition candidate.
Information about Consolidated can be found in its public filings
that can be accessed electronically by means of the Securities and
Exchange Commission's website -- http://www.sec.gov/-- as well as
from the offices of the SEC. Consolidated's principal executive
offices are located at 56 West 400 South, Suite #220, Salt Lake
City, Utah 84101, and its telephone number is (801) 322-3401.

At March 31, 2004, Consolidated Travel's balance sheet shows a
stockholders' deficit of $35,674 compared to a deficit of $32,099
at December 31, 2003.


CRITICAL PATH: Shareholders Okay $77MM Debt-to-Equity Conversion
----------------------------------------------------------------
Critical Path, Inc. (Nasdaq:CPTH) announced that at a special
meeting held on July 2, 2004, shareholders approved all proposals
described in its Proxy Statement dated May 5, 2004, including the
conversion of approximately $77 million of outstanding debt into
preferred equity of the company. Of the shareholders that
submitted votes, approximately 90% voted in favor of the
proposals. The company expects to complete the debt-to-equity
conversion as soon as possible. Following the debt-to-equity
conversion, the company will have reduced its remaining
convertible notes outstanding to approximately $5.6 Million. Other
than deferred revenue, capital leases and obligations in the
ordinary course of business, the company will have no other long-
term liabilities.

Subscription rights to purchase up to $21 million of Series E
Preferred Stock of Critical Path in the previously announced
rights offering will be freely transferable, separate from the
shares of common stock of the Company, beginning today, July 6,
2004. The rights offering will conclude on July 16, 2004. The
dealer-manager for the rights offering is Perseus Advisors, LLC,
who can be reached at 415-318-3600.

Additional copies of the prospectus and subscription documents for
the rights offering can be obtained by writing to the information
agent, Georgeson Shareholder Communications, Inc., 17 State
Street, 10th Floor, New York, NY 10004, or by calling toll-free,
800-843-1451. Georgeson Shareholder Communications, Inc. will also
answer questions and provide assistance concerning the
subscription process.

A post-effective amendment to the registration statement relating
to these securities has been filed with the Securities and
Exchange Commission and has been declared effective. The rights
offering will only be made by means of a prospectus. This press
release shall not constitute an offer to sell or a solicitation of
an offer to buy any securities in the rights offering, nor shall
there be any sale of any securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.

                  About Critical Path, Inc.

Critical Path, Inc. (Nasdaq:CPTH) is a global provider of digital
communications software and services, headquartered in San
Francisco. More information is available at
http://www.criticalpath.net/

At March 31, 2004, Critical Path's balance sheet shows a
stockholders' deficit of $90.6 million compared to a deficit of
$77.2 million at December 31, 2003.


CVF TECHNOLOGIES: Faces Possible Delisting From AMEX
----------------------------------------------------
CVF Technologies Corporation (Amex: CNV) has received notice from
the American Stock Exchange (AMEX) Listing Qualifications Staff
that CVF is no longer eligible to remain listed on the AMEX,
subject to a meeting with the Listing Qualifications Panel at the
end of August (or early September). At that time CVF can present
its case for a continued listing.

The notice from the Staff indicates that CVF does not meet the
following listing standards: 1. Section 1003 (a)(i) of the Amex
Company Guide in that its stockholders' equity is less than $2
million and it has sustained losses from continuing operations
and/or net losses in two of its three most recent fiscal years. 2.
Section 1003 (a)(ii) of the Amex Company Guide in that its
stockholders' equity is less than $4 million and it has sustained
losses from continuing operations and/or net losses in three of
its four most recent fiscal years. 3. Section 1003 (a)(iii) of the
Amex Company Guide in that its stockholders' equity is less than
$6 million and it has sustained losses from continuing operations
and/or net losses in five most recent fiscal years. 4. Under
Section 1003 (a)(iv) of the Amex Company Guide, in its opinion
CVF's financial condition (based on its GAAP consolidated
financial statement) raises substantial doubt about the company's
ability to continue in the normal course of business as a going
concern, as has already been disclosed in CVF's prior filings.

CVF has stated in its prior filings that its primary need for cash
is to maintain its ability to support the operations and
ultimately the carrying values of certain of its investee
companies, which currently are experiencing negative cash flows.
This statement clearly does not apply to Biorem, which reported
$1.3 million in profit in fiscal year 2003 and which CVF currently
owns 64% and GemprintTM, which has been self-supporting for the
last 2 1/2 years.

CVF will continue to trade on the AMEX until the committee has
rendered its decision, expected two days after the meeting at the
end of August or early September.

There can be no assurance that the committee will support CVF's
position for continued listing, which is described below.

CVF has taken the position that since the non-consolidated
statements are the basis of how the company files its tax returns
and would also be the primary methodology for bank financing
evaluation, that therefore they should be used as the main
criteria for deciding CVF's continued listing standards as well.
CVF believes that because of its unusual corporate structure,
namely that of a publicly traded venture capital company, with a
combination of early and later stage companies, it should be
treated differently for purposes of assessing its financial
strengths. When CVF was a private venture capital company it
always reported to its shareholders on a non-consolidated basis
and the Company strongly believes that the AMEX should use that
same standard for judging our financial status. This will be the
basis for its appeal to the Listing Qualifications Panel. However,
there can be no certainty that CVF's position will be accepted by
the Panel.

In the meantime, CVF is exploring ways to increase the liquidity
of its stock trading. In this regard, CVF has noticed a
significant increased level of interest from Canadian financial
institutions and investors over the last several months,
particularly because of the success of Biorem. Since most of CVF's
companies are based in Canada, CVF believes that a dual listing on
a Canadian stock exchange would be appropriate at this time, along
with a continued listing on the AMEX, or NASD OTC Bulletin Board,
if required. We believe this dual listing could provide increased
liquidity for both our U.S. and Canadian shareholders. Therefore
CVF is now exploring the possibility of listing on a Canadian
exchange.

In conclusion, no matter what exchange CVF trades on, its stock
price will ultimately be determined by the strength of the
fundamentals of its portfolio companies. Those fundamentals are
rapidly improving, principally as a result of the financial
strength of Biorem which is now enjoying its third year of
financial profitability ($1.3 million net profit in the fiscal
year ending December 31, 2003), and strong revenue growth. As we
have already indicated in a prior press release, CVF will in the
future begin producing a pro-forma non-consolidated balance sheet
that will help give a clearer picture of its financial strength
then is found in its current consolidated GAAP financial
statements. The draft non-consolidated financial statements have
indicated a net asset value of at least $0.85 per share and this
value is expected to increase significantly as a result of the
internal growth of its portfolio companies or if some of them go
public in the next year or two.

CVF Technologies Corporation is headquartered in Williamsville,
New York. CVF is a technology development company, whose principal
business is sourcing, funding and managing emerging pre-public
technology companies with significant market potential. Founded in
1989, CVF's holdings include four companies involved in
environmental products and services, and one company focused on
information technology.

At March 31, 2004, CVF Technologies Corporation's balance sheet
shows a stockholders' deficit of $2,700,943 compared to a deficit
of $3,732,580 at December 31, 2003.


DAS INTERNATIONAL: First Creditors' Meeting Convenes on July 20
---------------------------------------------------------------
The United States Trustee will convene a meeting of D.A.S.
International Medica MA's creditors at 10:00 a.m., on
July 20, 2004 in Room 2610 at 725 South Figueroa St., Los Angeles,
California 90017.  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 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.


DUANE READE INC: S&P Lowers Corporate Credit Rating to B from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its outstanding ratings
on Duane Reade Inc. The corporate credit rating was lowered to 'B'
from 'B+'. All ratings were removed from CreditWatch, where they
were placed with negative implications on Dec. 23, 2003. The
ratings outlook is stable.

At the same time, Standard & Poor's assigned its 'CCC+' rating to
Duane Reade Inc.'s proposed $195 million senior subordinated notes
due 2011. A 'B' bank loan rating was assigned to the $155 million
term loan due 2010, to be issued by Duane Reade Inc. A recovery
rating of '2' also was assigned to the term loan, indicating the
expectation of a substantial (80%-100%) recovery of principal in
the event of a default. A 'B+' rating was assigned to the $250
million revolving credit facility due 2008, to be issued by Duane
Reade. A recovery rating of '1' also was assigned to the revolver,
indicating a high expectation of full recovery of principal in
the event of a default. Duane Reade Inc. is a subsidiary of the
holding company and Duane Reade is the operating company. Upon
completion of the recapitalization, Duane Reade Inc. and Duane
Reade will be co-obligors of the subordinated notes and will each
guarantee the other's obligations under the bank facilities.

Proceeds from the offerings, together with borrowings under the
credit facilities and an equity investment by Oak Hill Capital
Partners, will be used to effect a recapitalization of the
company. Oak Hill will own approximately 83% of Duane Reade on a
fully diluted basis, with management retaining the remaining
interest. The currently outstanding $280 million of existing debt
will be defeased, and the rating on this debt will be withdrawn in
August 2004, when it is expected to be called.

"The downgrade is attributable to the company's increased debt
leverage and weakened credit protection measures as a result of
the merger," said Standard & Poor's credit analyst Diane Shand.
"Ratings on Duane Reade reflect the company's leveraged capital
structure, thin cash flow protection measures, and narrow
geographic focus. These weaknesses are partially offset by its
good market position in the favorable chain drugstore industry."

New York, New York-based Duane Reade is one of the largest drug
chains in the metropolitan area; more than half of its 247 stores
are in Manhattan. The company is the market leader in the New York
area, with a 27% market share according to the National
Association of Chain Drug Stores. CVS Corp. and Rite Aid Corp. are
close competitors, with market shares of 24% and 21%,
respectively.


EBLE LAND DEVT: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Eble Land Development, LLC
        16 Adams Drive
        Burlington, New Jersey 08016

Bankruptcy Case No.: 04-32442

Chapter 11 Petition Date: July 6, 2004

Court: District of New Jersey (Camden)

Debtor's Counsel: Christine M. Gravelle, Esq.
                  Markowitz, Gravelle & Schwimmer
                  3131 Princeton Pike
                  Lawrenceville, NJ 08648
                  Tel: 609-896-2660

Total Assets: $1,025,000

Total Debts:  $908,561

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lucas Real Estate                                        $76,848

Marlin Leasing                Equipment leases           $52,196

PSE&G                         Utility                     $2,500

Vector Security               Security equipment          $2,500

Nicholson Associates                                      $2,300

Parker McCay & Criscuolo, PA                              $1,700

Adam's Electrical                                         $1,500
Contractors, LLC

Hutchinson Plumbing &                                       $750
Heating

New Jersey American Water Co  Water services                $500

Republic Services of NJ, Inc  Trash removal                 $500

U.S. Small Business                                      Unknown
Administration


EDISON INTERNATIONAL: Board Amends Bylaws for Share Issuance
------------------------------------------------------------
On May 20, 2004, the Board of Directors of Edison International
amended provisions of Edison International's Bylaws to allow
Edison International to issue uncertificated shares and to delete
certain outdated references.

Based in Rosemead, California, Edison International (NYSE: EIX)
(S&P, BB+ Corporate Credit and Senior Unsecured Debt Ratings,
Stable) is the parent company of Southern California Edison,
Edison Mission Energy and Edison Capital.


ENRON CORPORATION: Objects to Various Employee Claims
-----------------------------------------------------
The Enron Corporation Debtors object to 717 Claims filed by former
and current employees because:

   (a) for 19 Claims aggregating $762,292, the claimant signed a
       release or waiver for its claim;

   (b) for 534 Claims aggregating $33,252,701, the Debtors'
       records show no amount is due to the claimants.  Among
       these Claims are:

       Claimant                            Claim No.      Amount
       --------                            ---------      ------
       Christopher F. Calger                1863204   $1,060,000
       Gerald H. Christensen                1913000      615,877
       Mark Dana Davis, Jr.                 1616301    1,240,000
       JJ Finnegan                           794200      522,100
       Mark E. Haedicke                     2460400    1,900,000
       JP Guinane                           1249900      780,090
       Wes Nyberg                            696200    1,385,354
       C.W. Radda                            749000      576,112
       Donald P. Schroeder, Jr.             1697201      850,000
       Hunter Shivery                       1653805    1,675,000
       Washington G. Thompson               1192000    1,750,000
       James W. White                        790500      632,386
       Othol P. White                        742400      598,266

   (c) for 21 Claims aggregating $1,615,021, the claimant was
       not an employee of any Debtor or the liability claims was
       not a liability of any Debtor;

   (d) for 80 Claims aggregating $1,769,087, the claimant failed
       to provide sufficient proof to support the claim and the
       Debtors' records indicate that no amount is due;

   (e) for six Claims, the claimant failed to state an amount on
       the proof of claim and the Debtors' records indicate that
       no amount is due; and

   (f) for 57 Claims aggregating $15,218,956, the partial basis
       of the claim has been duplicated and either will be or
       has already been resolved on a related claim.  Among the
       largest of these Claims are:

       Claimant                            Claim No.      Amount
       --------                            ---------      ------
       Alvin Alexanderson                   2461600   $2,894,938
       James Crowder                        1796601      678,474
       Steven Elliott                       1774401    3,379,706
       Leonard Girard                        942900    1,708,795
       Gayle W. Muench                      1391402      523,476
       Julian D. Petersen                   1137401      609,899

The Debtors ask the Court to disallow and expunge the Employee
Claims. (Enron Bankruptcy News, Issue No. 115; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON DEVELOPMENT: Enters Into Telecom MHC Loan Settlement Pact
---------------------------------------------------------------
Pursuant to Promissory Note 273, dated as of August 8, 2000,
Enron Development Funding, Ltd., advanced, from time to time,
$18,534,946 in aggregate principal amount to Telecom MHC Ltd., a
non-debtor subsidiary of Enron India Telecom, Ltd.  The principal
and accrued interest outstanding on the Loan as of December 31,
2003 is believed to be $19,993,014.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Loan proceeds were invested in Telecom's
subsidiary, Broadband Solutions Private Limited.

On March 27, 2002, Telecom sold all of its equity interest in
Broadband Solutions to Reliance Data Exchange Private Limited for
$1,400,000.  The Sale Proceeds are on deposit in an interest-
bearing account with JPMorgan Chase Bank.

Mr. Sosland tells the Court that the Debtors have determined that
Telecom should be wound-up and dissolved.  As the Settlement
Proceeds are the only known assets of Telecom and EDF is its only
creditor, by entering into a settlement agreement, EDF and
Telecom are facilitating Telecom's orderly liquidation.

Mr. Sosland reports that EDF and Telecom have engaged in
extensive, arm's-length and good faith negotiations and
discussions concerning all issues regarding the Note.  The
parties agree that:

   (a) Telecom will pay EDF $1,186,112 plus interest earned, and
       assign certain assets to EDF;

   (b) If Telecom presently owns or is entitled to further
       assets it is currently unaware of, it will also assign to
       EDF all rights and title to the After Acquired Assets;

   (c) Both parties release each other from any further claims,
       obligations, demands, actions and liabilities relating
       to the Loan;

   (d) On the Payment Date, to the extent either Party has filed
       any proofs of claim related to the Loan in either the
       U.S. Bankruptcy Court or the Cayman Court, the filing
       Party agrees to withdraw them immediately and furnish the
       other party with the appropriate documentation reflecting
       the withdrawal.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, EDF sought and obtained the Court's authority to enter
into the Settlement Agreement and implement it in accordance with
its terms.  (Enron Bankruptcy News, Issue No. 115; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENVIRONMENTAL LAND: Section 341(a) Meeting Slated for July 19
-------------------------------------------------------------
The United States Trustee will convene a meeting of Environmental
Land Technology, Ltd.'s creditors at 2:00 p.m., on July 19, 2004
in the U.S. Trustee's Meeting Room at 1110 Vermont Avenue, NW Room
210, Washington, DC 20005.  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 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.


EQUITY NORTHWOODS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Equity Northwoods Park Limited Partnership
        3355 Richmond Road, Suite 231A
        Beachwood, Ohio 44122

Bankruptcy Case No.: 04-39574

Chapter 11 Petition Date: July 6, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Patrick D. Devine, Esq.
                  Ware Snow et al.
                  2929 Allen Parkway, 42nd Floor
                  Houston, TX 77019
                  Tel: 713-659-6400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
Ned S. Weingart, Trustee                     $593,850
17480 Shelburne Road
Cleveland, OH 44118

Southwest Equity of America, Inc.            $584,713
3355 Richmond Road, Suite 231
Beachwood, OH 44122

Equity Northwoods Park LP Ltd. Partners      $191,400

A/W Mechanical Services, LP                   $64,190

Provident Bank                                $64,000

Reliant Energy                                $32,730

Equity Colorado Phase Two, Ltd.               $22,135

Kochman, Jackson & Krantz                     $13,642

R.I.A. Pensacola Limited Partnership          $11,323

T & W Construction                             $5,479

Nationwide Janitorial Corp.                    $5,035

Equity Beachwood Limited Partnership           $5,000

Pristine Systems                               $4,589

Equity Planning Commission                     $2,929

Independent Pump Repair                        $1,895

Gowan, Inc. Mechanical Services                $1,347

Equity Planning Corporation                    $1,235

Duvin, Cahn & Hutton                           $1,157

Diana Rodriguez                                  $861

Simplex Grinnell                                 $800


FLEMING COMPANIES: Moves To Settle 26 Reclamation/Avoidance Suits
-----------------------------------------------------------------
The Fleming Companies, Inc. Debtors intend to settle the
reclamation claims, deduction claims, overwire claims, and
lawsuits to recover allegedly preferential transfers with these
creditors:

(1)  Cains Foods, LP

Cains asserts a reclamation claim for $3,772.70, and a general,
unsecured claim for $4,372.84, for a total claim of $8,145.54,
against Fleming.  Fleming asserts a preference claim against
Cains for $7,162.20.  The parties agree to settle by signing
mutual releases.

(2)  Caravan Products Co., Inc.

Caravan's reclamation claim against Fleming is $5,399.92, and
Fleming's preference claim against Caravan is $5,025.17, with an
overwire claim for $4,528.03.  As settlement, Caravan will pay
Fleming $4,528.03, and the parties will exchange mutual releases
and waive all claims.

(3)  Chipper Beef Jerky

Chipper asserts a $5,503.68 reclamation claim against the
Debtors.  Fleming asserts a preference claim for $4,793.40.  In
settlement, Chipper will pay Fleming $3,833.84.  Chipper's
reclamation claim will be reclassified as a general unsecured
claim.  Fleming releases and waives its claims against Chipper.

(4)  Lidestri Foods, Inc.

Lidestri, formerly known as Cantisano Foods, Inc., asserts a
$4,565.88 reclamation claim.  Fleming, on the other hand, asserts
that it is owed:

       -- $22,384.87 as a recoverable preference;
       -- $45,666.00 for overwires;
       -- $1,234.58 as a postpetition deduction; and
       -- $1,662.64 for prepetition deductions.

In settlement, Lidestri will pay Fleming $10,000, and the parties
will exchange mutual releases and a waiver of all claims.

(5)  Future Foods, Ltd.

Future Foods asserts a priority claim against Fleming for
$5,505.96, and reclamation claims for $27,763.46.  Fleming
asserts a preference claim against Future Foods for $40,000.99.
As settlement, the parties agree to reclassify Future Foods'
priority and reclamation claims to general, unsecured, non-
priority status.  Future Foods will receive an allowed unsecured
claim for the total of the two original claims, and the parties
exchange releases and waivers.

(6)  Turtle Wax, Inc.

Turtle Wax asserts that Fleming owes it $2,933.83 as reclamation
claim.  Fleming asserts a preference claim against Turtle Wax for
$13,174.65.  In settlement, Turtle Wax will pay Fleming $5,000,
and the parties exchange releases and waivers.

(7)  Twin City Poultry Co.

TCPC asserts a reclamation claim against Fleming for $6,462.61,
and Fleming counters with a preference claim for $2,131.89.  In
settlement, TCPC will pay Fleming $1,000, and agree to the
reclassification of its reclamation claim as a general, unsecured
claim in the stated amount.  The parties exchange mutual releases
and waivers.

(8)  Uno Foods, Inc.

Uno filed a reclamation claim for $10,324.  Fleming asserts a
preference claim against Uno for $24,435 and an overwire claim
for $4,690.50.  In settlement, Uno will pay Fleming $6,690.50 and
waive its reclamation claims.  Uno, however, reserves its general
unsecured claims.  With the exception of Uno's reserved claims,
both parties exchange releases and waivers.

(9)  Westchester Fire Insurance Co.

Westchester filed a reclamation claim against Fleming regarding
tax stamps that it believed could be subject to reclamation
rights.  In January 2004, Westchester and Fleming settled
Fleming's preference action against Westchester and, in so doing,
Westchester implicitly released its reclamation claims.
Accordingly, Westchester now formally withdraws the reclamation
claim.

(10)  Shamrock Foods Co.

Shamrock's reclamation claims total $32,378.23, and Fleming's
preference claim is for $2,995.48.  In addition, Fleming asserts
a postpetition deduction claim for $56.97, and a prepetition
deduction claim for $21,022.31.  In settlement, the parties
content themselves with exchanging releases and waivers.

(11)  Dairy Maid Foods, a Division of Shamrock Foods Co.

Dairy Maid says it is owed $4,794.17 as a reclamation claim.
Fleming says Dairy Maid owes it $373.86.  Both parties settle by
exchanging mutual releases and waivers.

(12)  Ferrara Pan Co.

Ferrara's reclamation claims amount to $19,716.20, and Fleming's
preference claims total $12,476.21.  In addition, Fleming also
asserts a postpetition deduction claim for $663.51, and a
prepetition deduction claim for $4,993.16.  In settlement, the
parties agree to reclassify the $6,246.30 portion of Ferrara's
reclamation claim as an administrative claim.  With the exception
of the administrative claim, the parties agree to mutual releases
and waivers.

(13)  Topco Associates, LLC

Topco's reclamation claim against Fleming is for $161,984.34, and
Fleming counters with a preference claim for $17,346.42.  As
settlement, Topco will pay Fleming $17,000, and both parties sign
mutual releases and waive all claims.

(14)  Certified Foods Corp.

Certified asserts a reclamation claim for $475,482.64 against
Fleming.  However, Fleming asserts:

       -- a preference claim for $158,330.24;
       -- an overwire claim for $349,715.43; and
       -- a postpetition deduction claim for $29,893.20.

To settle their disputes, Certified will pay Fleming $377,102.34,
and both parties will sign the usual releases and waivers.

(15)  Trailblazer Food Products

Trailblazer asserts a reclamation claim against the Debtors for
$2,340.31.  Fleming counters with a preference claim for
$3,375.30.  Both parties sign mutual releases and waivers to
settle the dispute.

(16)  J&D Foods, Inc.

J&D's reclamation claim is for $7,756.25, and Fleming's
preference claim is for $7,756.25.  To settle the claims, J&D
waives its reclamation claim against Fleming and signs a release.
In turn, Fleming releases its preferential action against J&D and
signs a waiver.

(17)  Ore-Cal Corp.

Ore-Cal, also known as Harvest of the Sea, asserts a reclamation
claim against Fleming for $7,546.20.  Fleming did not assert any
claims against Ore-Cal.  Nonetheless, Ore-Cal waives its
reclamation claim against Fleming, and both parties sign releases
and waivers, to settle the issue.

(18)  Roaring Spring Water

Roaring's reclamation claim is for $2,131.50, against which
Fleming asserts a preference claim for $2,883.49.  Both settle by
signing releases and waivers.

(19)  Petro-Chem Transport, Inc.

Fleming asserts a preference claim against Petro-Chem for
$11,498.36.  The parties agree to settle the Claim by a mutual
release and waiver.

(20)  Barber Produce, Inc.

Barber Produce and Fleming agree to settle Barber Produce's
reclamation claim for $33,900 and Fleming's (i) preference claim
for $50,960, (ii) postpetition deduction claim for $371.58, and
(iii) prepetition deduction claim for $30,300.  The parties
mutually release each other and waive all claims.

(21)  Star Mfg. International, Inc.

Star filed a reclamation claim for $7,427.95 against Fleming.  In
turn, Fleming asserted a preference claim for $1,873.55.  To
settle the dispute, Star agrees to pay Fleming $1,873.55 and the
parties mutually release each other.  Star also waives its
reclamation claim.

(22)  JTI-Macdonald Corp.

Fleming disputes JTI's reclamation claim for $1,990,612.67.
Fleming further asserts a preference claim against JTI for
$184,501.84.  In settlement, each party releases and waives its
claim against the other.  However, JTI reserves its right to
pursue any unsecured creditor claim that it may have against
Fleming.

(23)  Revlon

Revlon's reclamation claim totals $2,204.88, and Fleming's
preference claim is for $2,464.88.  As settlement, Revlon agrees
to pay Fleming $1,500, and both parties sign mutual releases and
waivers.

(24)  Gold Kist, Inc.

Gold Kist asserts a reclamation claim for $444,266.38, against
which Fleming counters with a postpetition deduction claim for
$12,068.36 and a prepetition deduction claim for $3,382.74.  As
settlement, Gold Kist agrees to pay Fleming $15,931.10, and both
sign the customary releases and waivers.

(25)  American Safety Razor Co.

ASR has a cutting reclamation claim for $16,465.68, which Fleming
overtops with (i) a preference claim for $56,324.46, (ii) an
overwire claim for $15,282.26, (iii) a postpetition deduction
claim for $30,355.85, and (iv) a prepetition deduction claim for
$12,355.  As settlement, ASR will pay Fleming $85,663.04, and
both parties will sign releases and waivers.

(26)  Kawamata Farms, LLC

Kawamata Farms has a reclamation claim against Fleming for
$15,124.48.  Fleming has a preference claim for $4,807.40 and a
prepetition deduction claim for $13,933.50.  Both parties agree
to settle by signing a mutual release and waiver of all claims.

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


FLEMING COS: Wants Court Nod on Calif. Board of Equalization Pact
-----------------------------------------------------------------
The Fleming Companies, Inc. Debtors ask the Court to approve an
Agreement Resolving Prepetition Tax Liabilities, Authorizing Draws
on Surety Bonds to Pay Prepetition Tax Liabilities, Releasing
Letters of Credit and Resolving Preference Actions with the State
Board of Equalization for California.

Greenwich Insurance Company, Hartford Fire Insurance Company and
Hartford Casualty Insurance Company, Travelers Casualty and
Surety Company of America, Westchester Fire Insurance Company,
and Fidelity & Deposit Co. of Maryland, a subsidiary of Zurich
North America Insurance Company, are all sureties for obligations
of the Debtors to the State, and are parties to the settlement.

Before the bankruptcy petition date, Fleming Companies, Inc., and
Core-Mark International, Inc., sold and distributed cigarettes and
tobacco products wholesale in California.  The State permitted
Fleming and Core-Mark to buy cigarette and tobacco tax stamps and
meter settings on a deferred-payment basis, provided that the
Debtors supplied security for their deferred tax obligations.

Fleming provided the State with a security by causing Hartford to
issue and maintain a $500,000 bond.  Core-Mark gave California
security by causing all of the Sureties to issue and maintain
bonds aggregating $46,000,000.

Fleming and Core-Mark signed Indemnity Agreements with each of
the Sureties, agreeing to indemnify the Sureties against any
losses to the Sureties in connection with the bonds.  To secure
their indemnity obligations, Fleming and Core-Mark caused their
secured lenders to issue Letters of Credit to the Sureties.

                         The Tax Dispute

As of the Petition Date, Core-Mark and California agree that
Core-Mark owed California $19,683,921.05 for unpaid cigarette and
tobacco taxes, and Fleming and California agree that Fleming owed
the State $415,605.79 for unpaid cigarette taxes.  The taxes came
due postpetition, and are for undisputed amounts.

California has asserted that, in addition to the undisputed
Taxes, it is entitled to collect interest from the due date of
the Taxes to and including July 25, 2004, aggregating
$2,074,325.42, and postpetition penalties aggregating at least
$2,004,039 for non-payment of the Taxes.  The State says it has a
statutory obligation to proceed against the Debtors to collect
the Taxes, interest and penalties before it can proceed against
the bonds.  Core-Mark, Fleming and the Sureties dispute that
California is entitled to either the interest or the penalties.

The State owes Core-Mark and Fleming $1,349,504.45 for tax
refunds, including interest accrued to and including July 25,
2004.  The State agrees that Core-Mark and Fleming may set off
their tax refunds against their liabilities to the State for the
Taxes.

Fleming has brought suits against Hartford, Travelers and Zurich
to recover alleged avoidance preferences because these companies
caused Fleming to increase the amounts of the Letters of Credit
securing Fleming's and Core-Mark's indemnity obligations to the
Sureties.  Hartford and Travelers have raised various defenses,
arguing that, since the Letters of Credit are not assets of the
Debtors' estates, an increase in their amount cannot form the
basis of an avoidance preference.  Zurich sought the dismissal of
the action for failure to state a cause of action, and the
Debtors are to amend their complaint.

Zurich objected to the Debtors' Plan on various bases, including
issues relating to the bonds.

                    The Settlement Agreement

The parties have agreed to settle the disputes over the Taxes,
including the interest and penalties, the adversary proceedings,
and the objection to the Plan, on these terms:

       (a) California will make claims against the bonds for
           the Taxes, net of the tax refunds, and the
           postpetition interest calculated through July 25,
           2004.  Claims for the Fleming obligations will be
           made only against the Fleming Bond, and claims for
           the Core-Mark obligations will be made on a pro rata
           basis against the Core-Mark bonds:

           Surety        Pro Rata Amount     Pro Rata Share
           ------        ---------------     --------------
           Greenwich          5.435%          $1,106,375.26
           Hartford           5,435%           1,106,375.26
           Travelers         15.217%           3,097,850.74
           Westchester       52.174%          10,621,202.54
           Zurich            21.739%           4,425,501.06
                         ---------------     --------------
                            100.000%         $20,357,304.86

       (b) Each Surety, other than Westchester, will:

              (i) draw against its Letter of Credit in an
                  amount equal to:

                     (A) the claim made for Taxes and interest
                         by California against the bond issued
                         by the Surety; and

                     (B) any reasonable costs and legal fees
                         incurred by the Surety in connection
                         with the Taxes and the negotiation
                         of the Settlement Agreement; and

             (ii) following receipt of the proceeds of the Letter
                  of Credit, pay the claim for Taxes and interest
                  made by California against the bond;

       (c) Westchester will:

              (i) pay the claim for Taxes and interest made by
                  California against Westchester's bond; and

             (ii) reimburse itself for any reasonable costs and
                  reasonable legal fees incurred in connection
                  with the Taxes and the negotiation of the
                  Settlement Agreement, all without prejudice to
                  other and prior agreements between Westchester
                  and Fleming;

       (d) Zurich will give written notice to the financial
           institution issuing its Letter of Credit that it
           waives and relinquishes any remaining amount of its
           Letter of Credit, and agrees that the Letter of
           Credit may be cancelled;

       (e) Hartford will give written notice to the financial
           institution issuing its Letter of Credit that the
           Letter of Credit will be reduced by the same amount
           that Hartford's exposure is reduced by the exoneration
           and discharge of the Hartford bonds.  Hartford will
           continue to hold the Letter of Credit in a reduced
           amount as security for Fleming's and Core-Mark's
           indemnification obligations relating to the other
           bonds not yet exonerated and discharged;

       (f) Each Surety, other than Zurich and Hartford, will give
           written notice to the financial institution issuing
           its Letter of Credit that it waives and relinquishes
           the amount of its Letter of Credit above any potential
           remaining liability on outstanding bonds;

       (g) California waives any claims against Fleming,
           Core-Mark, the Debtors, their directors, officers and
           employees, the Sureties, or the bonds for the
           postpetition penalties, any additional claims arising
           out of the Taxes and the interest, and any additional
           claims arising out of any cigarette or tobacco taxes
           incurred or allegedly incurred by the Debtors before
           the Petition Date;

       (h) California withdraws with prejudice its proofs of
           claim based on or relating to the Taxes;

       (i) The Sureties waive any rights they may have to compel
           California to proceed against Fleming and Core-Mark
           to collect the Taxes and interest before California
           may make claims against the bonds;

       (j) Zurich withdraws with prejudice any objection to
           confirmation of the Plan; and

       (k) The Debtors waive all causes of action against
           Greenwich relating to avoidances, and dismisses with
           prejudice the adversary proceedings against the
           Sureties in connection therewith.

The Settlement Agreement should be approved, Christopher J.
Lhulier, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub,
PC, in Wilmington, Delaware, argues, because the Letters of
Credit will be reduced or released, thereby increasing the
Debtors' liquidity by at least $7 million upon consummation of
the Settlement Agreement, and by more than $17 million over time.
This is a benefit to the Debtors' estates roughly equal to the
maximum recovery that the Debtors could achieve in the adversary
proceedings, without the related costs of litigation.  The
Official Committee of Unsecured Creditors has reviewed and
approved the Settlement as well.

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


FOREST OIL: Plans to Issue Additional $100 Million 8% Senior Notes
------------------------------------------------------------------
Forest Oil Corporation (Forest) (NYSE:FST) announced that it
intends to issue, subject to market conditions, an additional $100
million in aggregate principal amount of 8% senior notes due 2011
in a private placement.

Forest intends to use the proceeds of the offering to repay
indebtedness under its credit facility.

The securities to be offered have not been registered under the
Securities Act of 1933, as amended, or any state securities laws
and, unless so registered, the securities may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.

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

                        *   *   *

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

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

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

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


FOSTER WHEELER: More Investors Agree Not to Transfer Securities
---------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that additional
investors have agreed not to transfer their Foster Wheeler
securities. Including these additional investors' holdings,
institutional investors holding 56.8% of the 6.75% senior notes
due 2005, 83.7% of the 6.50% convertible subordinated notes due
2007, 91.5% of certain of the Robbins bonds due 2009, and 19.6% of
the 9% trust preferred securities have executed agreements not to
transfer their securities. While Foster Wheeler has not yet
requested these institutional investors to tender their securities
in the offer, Foster Wheeler believes they will do so when
requested. The amended exchange offer is subject to review by the
Securities and Exchange Commission and other regulatory agencies,
and revised offering materials will be distributed as soon as
practicable.

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

The warrants would be exercisable commencing one year after the
completion of the exchange offer and would have an exercise price
equal to the share price at which the holders of the convertible
subordinated notes due 2007 who have tendered their notes in the
exchange offer receive a par recovery. The Company currently
expects the exercise price to be approximately $0.47. The warrants
would be in addition to the other previously described voting
equity securities to be issued in the exchange offer.

The foregoing reference to the proposed registered exchange offer
and any other related transactions shall not constitute an offer
to buy or exchange securities or constitute the solicitation of an
offer to sell or exchange any securities in Foster Wheeler Ltd. or
any of its subsidiaries.

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

               About Foster Wheeler

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


GE COMMERCIAL MORTGAGE: Assigns Low-B Ratings to 6 Classes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GE Commercial Mortgage Corp.'s $1.4 billion commercial
mortgage pass-through certificates series 2004-C3.

The preliminary ratings are based on information as of
July 6, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, D, and E are currently being offered publicly. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage of 1.51x, a beginning LTV of
94.1%, and an ending LTV of 80.2%.

                    Preliminary Ratings Assigned
                    GE Commercial Mortgage Corp.

          Class              Rating        Amount ($)
          A-1                AAA           89,332,000
          A-2                AAA          240,728,000
          A-3                AAA          221,265,000
          A-4                AAA          301,331,000
          B                  AA            32,727,000
          C                  AA-           15,502,000
          D                  A             27,559,000
          E                  A-            15,502,000
          X*                 AAA      1,377,964,535**
          A-1A               AAA          332,393,000
          F                  BBB+          15,502,000
          G                  BBB           12,057,000
          H                  BBB-          18,947,000
          J                  BB+            6,890,000
          K                  BB             6,890,000
          L                  BB-            6,890,000
          M                  B+             5,167,000
          N                  B              5,168,000
          O                  B-             5,167,000
          P                  N.R.          18,947,535
          *Interest-only class. **Notional amount. N.R.-Not rated.


GREENMAN TECHNOLOGIES: Completes $9M Financing with Laurus Funds
----------------------------------------------------------------
GreenMan Technologies, Inc. (AMEX: GRN) announced that it has
completed a new $9 million financing with Laurus Master Fund,
Ltd., a New York-based institutional fund that specializes in
direct investments in growing small-cap companies. The new
$9 million financing consists of a $5 million convertible,
revolving working capital line of credit and a $4 million
convertible term loan with over $1 million earmarked for full
implementation of our new high-volume tire processing facility in
Tennessee. Specific details of this transaction can be found in
our Form 8-K which will be filed with the Securities and Exchange
Commission on July 7, 2004.

"The Laurus Funds financing removes the constraints under which we
have been operating since the failure of our previous primary
lender in February 2003", said Chuck Coppa, GreenMan's Chief
Financial Officer. Mr. Coppa added, "This financing provides us
with an immediate capital injection that not only allows us to
positively impact our working capital situation but also provides
the resources necessary to aggressively move forward in efforts to
implement our Tennessee project".

"We are pleased to have Laurus Funds as our financial partner. Not
having our Georgia waste wire processing capability on line for
over a year and not having access to the capital necessary to
properly implement our Tennessee project has had a significant
negative financial impact on our performance", stated Bob Davis,
GreenMan's President and Chief Executive Officer. Mr. Davis added,
"We now have access to the capital necessary to not only complete
our southeastern initiatives, but to address other accretive
opportunities as they may arise and lay the groundwork for further
corporate growth."

GreenMan was founded in 1992 and today comprises a group of eight
affiliated companies that collect, process and market over 30
million scrap tires annually in whole, shredded, or granule form.
We are headquartered in Lynnfield, Massachusetts, and currently
operate size-reduction operations in California, Georgia, Iowa,
Minnesota, Oklahoma, and Wisconsin. We also operate under
exclusive agreements to supply whole tires to cement kilns in
Florida, Georgia, Illinois, Oklahoma, Tennessee, and Texas.

                     *   *   *

               Liquidity and Capital Resources

In its Form 10-QSB for the quarterly period ended March 31, 2004
filed with the Securities and Exchange Commission, GreenMan
Technologies reports:

"As of March 31, 2004, we had $473,290 in cash and cash
equivalents and a working capital deficiency of $5,115,102. We
understand that the continued, successful sales and marketing of
our services and products, the introduction of new products,
raising additional growth capital and re-establishing continued
profitability from operations will be critical to our future
liquidity.

"Based on our fiscal 2004 operating plan, we believe that
available working capital together with revenues from operations,
the sale of common stock and Units pursuant to the revised April
2004 private placement, loans from affiliated and unaffiliated
lenders, the remaining availability under our exiting working
capital lines of credit, the acquisition of machinery and
equipment through capital leases and notes payable, and the
possible issuance of common stock and common stock options and
warrants in lieu of cash for services rendered should be
sufficient to meet our cash requirements through fiscal 2004. As
noted, we have identified and are currently negotiating with
several immediate financing alternatives which, if successful
would enhance our financial position and are diligently working to
determine the feasibility of each alternative. No assurances can
be given that such financing will be concluded in the near future
on favorable terms, if at all. If we are unable to obtain
additional financing, we will be forced to curtail certain
operations."


GROOVE VILLAGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Grove Village Apts., Ltd.
        16610 North Dallas Parkway, Suite 1000
        Dallas, Texas 75248

Bankruptcy Case No.: 04-37360

Type of Business: The Debtor is engaged in the business of Real
                  Estate.

Chapter 11 Petition Date: July 5, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Christopher J. Moser, Esq.
                  Quilling, Selander, Cummiskey, et al.
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201-4240
                  Tel: 214-871-2100
                  Fax: 214-871-2111

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.


HALLIBURTON: Launches First Major Project with National Oilwell
---------------------------------------------------------------
Halliburton's (NYSE:HAL) Baroid Product Service Line, in alliance
with National Oilwell, announced the launch of their first major
project in Mexico under the new Baroid/National Oilwell Alliance
to provide solids control and waste management services and
equipment at the rig site. Further, the team was recently awarded
a solids control and waste management service and equipment
contract in Bangladesh while similar operations are already under
way in the United States, Venezuela and Brazil.

Under all contracts, Halliburton provides all fluids services at
the rig site, including field maintenance, while National Oilwell
builds and supplies the necessary equipment and systems. The team
is working on projects for both land and offshore operations.

"Drilling waste management costs are increasing significantly and
are expected to continue to rise as global markets demand higher
environmental performance," said Simon Seaton, Halliburton's
global operations manager for the Baroid Product Service Line.
"The alliance allows Baroid to offer comprehensive waste
management services and a complete line of state-of-the-art solids
control equipment."

The alliance between Baroid and National Oilwell, initiated in
September 2003, allows Baroid to offer an increased participation
in the solids control and drilling waste management market.

"The alliance brings together Baroid's broad experience in waste
management, environmental compliance, and solids control
optimization with National Oilwell's expertise in rig design,
solids control and waste management systems," said Tab Tettleton,
Global Product Manager for National Oilwell. "The Baroid/National
Oilwell Alliance provides significant advantages to our customers,
including vastly improved efficiency in solids control equipment
and processes."

National Oilwell is a worldwide leader in the design, manufacture
and sale of comprehensive systems and components used in oil and
gas drilling and production, as well as in providing supply chain
integration services to the upstream oil and gas industry.
National Oilwell's web address is http://www.natoil.com/

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

                          *   *   *

As reported in the Troubled Company Reporter's June 15, 2004
edition, Halliburton (NYSE: HAL) announced that the United States
Securities and Exchange Commission (SEC) has commenced a formal
investigation into payments made in connection with TSKJ's
construction of a natural gas liquefaction facility in Nigeria.
TSKJ is a private limited liability company registered in Madeira,
Portugal whose members are Technip SA of France, Snamprogetti
Netherlands B.V., which is an affiliate of ENI SpA of Italy, JGC
Corporation of Japan, and Kellogg Brown & Root, each of which owns
25% of the venture.

The United States Department of Justice and the SEC have met with
Halliburton to discuss these matters and have asked Halliburton
for cooperation and access to information in reviewing these
matters in light of the requirements of the United States Foreign
Corrupt Practices Act. While Halliburton does not believe that it
has violated the Foreign Corrupt Practices Act, Halliburton's own
internal investigation of these matters is ongoing and there can
be no assurance that government authorities would not conclude
otherwise.

As previously reported, a French magistrate has been investigating
this matter. Representatives of Halliburton have recently met with
the French magistrate to express their willingness to cooperate
with the investigation.

TSKJ and other similarly owned entities have entered into various
contracts to build and expand the liquefied natural gas project
for Nigeria LNG Limited, which is owned by the Nigerian National
Petroleum Corporation, Shell Gas B.V., Cleag Limited (an affiliate
of Total), and Agip International B.V.


HAYES LEMMERZ: 75 Adversary Cases Reassigned to Judge Lindsey
-------------------------------------------------------------
Judge Walrath reassigns 75 more adversary proceedings commenced
by the HLI Creditor Trust to Honorable Paul B. Lindsey. (Hayes
Lemmerz Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


HOMECOM COMMUNICATIONS: Going Concern Viability is in Doubt
-----------------------------------------------------------
HomeCom Communications Inc.'s financial statements are prepared
using generally accepted accounting principles applicable to a
going concern, which contemplate the realization of assets and
liquidation of liabilities in the normal course of business. The
Company has incurred significant losses since its incorporation
resulting in an accumulated deficit as of March 31, 2004 of
approximately $27.9 million. The Company continues to experience
negative cash flows from operations. These factors raise doubt
about the Company's ability to continue as a going concern.

HomeCom's sources of capital are extremely limited. The Company
has incurred operating losses since inception and as of March 31,
2004, had an accumulated deficit of $27,886,914 and a working
capital deficit of $2,798,300. On March 23, 2001, HomeCom
announced its intentions to wind down operations. The Company has
entered into an agreement to sell substantially all of the
operating assets of its hosting and website maintenance business
to Tulix and has entered into an agreement whereby HomeCom
licenses certain technologies from Eurotech. If the Company
completes the Tulix transaction, HomeCom's primary assets will
include cash and accounts receivable that it does not transfer to
Tulix, the assets that it licenses from Eurotech, and the
consideration that it receives from Tulix in the Asset Sale,
consisting primarily of a secured promissory note for $70,000
(although the amount of this note is subject to adjustment) and
shares of common stock of Tulix that, when issued, will represent
15% of the outstanding shares of Tulix common stock.

Although the Company has pursued financing options it states that
it cannot provide assurance that those financing sources, or any
other financing that it may obtain in the future (if it is able to
obtain financing from any other sources, and the Company provides
no assurances that it will be able to obtain any such financing),
will enable the Company to sustain its operations. The
aforementioned factors raise substantial doubt about the Company's
ability to continue as a going concern.


HUDSON RESPIRATORY: Teleflex Completes Acquisition
--------------------------------------------------
July 6 / Business Wire

Teleflex Incorporated (NYSE:TFX) announces the completion of the
acquisition of Hudson Respiratory Care, Inc. a leading provider of
disposable medical products for respiratory care and anesthesia.
With the completion of the acquisition, Hudson becomes part of
Teleflex Medical's Medical Products business which designs,
manufactures and distributes disposable products for the clinical
specialties of anesthesia, respiratory care and urology.

Teleflex's agreement to acquire Hudson from entities controlled by
Freeman Spogli & Co. and management was previously announced on
May 17, 2004.

               About Teleflex Medical

Teleflex Medical, a division of Teleflex Incorporated, is a
leading global supplier of disposable medical products, surgical
instruments and medical devices. Teleflex Medical markets health
care supplies under the Hudson and Rusch brand names and surgical
instruments and medical devices under the Beere, CVevolutions,
Deknatel, KMedic, Pilling, and Weck brands. The company also
offers on-site operating room services for integrated health
networks and custom instrument design and manufacture for OEMs.
Headquartered in Bannockburn, Illinois, Teleflex Medical employs
more than 7,000 people around the world.

                  About Teleflex

Teleflex Incorporated (NYSE:TFX) is a diversified industrial
company with annual revenues of over $2 billion. The company
designs, manufactures and distributes quality engineered products
and services for the automotive, marine, industrial, aerospace and
medical markets worldwide. Teleflex employs more than 21,000
people worldwide who focus on providing innovative solutions for
customers. For more information, see http://www.teleflex.com/

           About Hudson Respiratory Care, Inc.

Hudson RCI -- http://www.hudsonrci.com/-- is a privately held
medical manufacturing firm specializing in disposable products for
respiratory care and anesthesia. Corporate headquarters are
located in Temecula, California, with a European office in
Upplands Vasby, Sweden. Hudson RCI maintains manufacturing
facilities in California, Illinois, Mexico, and Malaysia.
Distribution centers located in California, Illinois, and the
Netherlands service the needs of a vast network of distributors
around the world. A team of 80 domestic and international sales
representatives, supported by clinical and marketing personnel
located in the Temecula and Stockholm offices, provide sales,
service, technical support, and clinical information on Hudson
RCI's broad range of respiratory care and anesthesia products.

At March 31, 2004, Hudson Respiratory Care's balance sheet shows a
stockholders' deficit of $168,019,000 compared to a deficit of
$167,915,000 at December 31, 2003.


INDOSUEZ EASTERN EUROPE: Section 304 Petition Summary
-----------------------------------------------------
Petitioners: Stephen J. Akers and Terry Carson, as Foreign
             Representatives of the Debtors

Lead Debtor: Indosuez Eastern Europe Fixed Income Fund, Ltd.
             McNamara Corporate Services Limited
             2nd Floor, 116 Main Street
             Road Town, Tortola
             British Virgin Islands

Case No.: 04-14571

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Clariden Eastern Europe Debt Fund, Ltd.       04-14572
      Safra Eastern Europe Fixed Income Fund, Ltd.  04-14573

Type of Business: The Debtor is a fixed income fund company.

Section 304 Petition Date: July 6, 2004

Court: Southern District of New York (Manhattan)

Judge: Carter Beatty

Petitioners' Counsel: Stephen J. Shimshak, Esq.
                      Paul, Weiss, Rifkind, Wharton
                      & Garrison LLP
                      1285 Avenue of the Americas
                      New York, NY 10019
                      Tel: 212-373-3133
                      Fax: 212-757-3990

Estimated Assets: $1 Million to $10 Million

Estimates Debts:  $50 Million to $100 Million


INTERPUBLIC GROUP: Negotiates Amendments to Silverstone Lease
-------------------------------------------------------------
The Interpublic Group (NYSE: IPG) announced that it entered into a
series of agreements with the British Racing Drivers Club
regarding Interpublic's remaining motorsports obligations in the
United Kingdom. These agreements give Interpublic and its
affiliates the right to terminate lease obligations at the
Silverstone auto racing track and related agreements. The
termination right will be in effect between November 1 and
December 15 of 2004.

In connection with these agreements, Interpublic will make a
payment to the BRDC of GBP 27 million (approximately $49 million)
in two installments. The first installment of approximately $24.5
million was paid at closing by Interpublic, with the balance
payable on the date Interpublic exercises its right of termination
or as early as September 30, 2004 under certain circumstances.

According to David Bell, Interpublic's CEO and President, "The new
terms we have negotiated with the BRDC allow us to terminate the
Silverstone lease and related obligations, which puts us in
position to complete our exit from motor sports before the end of
this year. This has been an important priority for the new
management team. We are very pleased that the end of this ill-
fated foray into venue ownership is finally at hand - it
represents further progress in our effort to turn around
Interpublic."

                     About Interpublic

Interpublic is one of the world's leading organizations of
advertising agencies and marketing services companies. Major
global brands include Draft, Foote, Cone & Belding Worldwide,
Golin/Harris International, Initiative, Lowe & Partners Worldwide,
McCann-Erickson, Universal McCann and Weber Shandwick Worldwide.
Leading domestic brands include Campbell-Ewald, Deutsch and Hill
Holliday.

                        *   *   *

As reported in the Troubled Company Reporter's April 6, 2004
edition, Fitch Ratings affirmed the ratings on The Interpublic
Group of Companies, Inc.'s (IPG) senior unsecured debt at 'BB+',
multi-currency bank credit facility at 'BB+' and convertible
subordinated notes at 'BB-'. The Rating Outlook has been revised
to Stable from Negative. Approximately $2.3 billion of debt is
affected. The ratings on IPG's debt consider the progress made
with its cost structure and strengthened balance sheet as well as
the company's position as a leading global advertising holding
company and its diverse client base with long term relationships
with key accounts. Of concern remains the resolution of the
operation of the Silverstone racetrack and the sizeable related
liabilities and negative organic revenue growth.

The Stable Outlook reflects Fitch's expectation that IPG's
turnaround efforts have begun to steady operating earnings and
cash flow generation. Also acknowledged are the improvements to
IPG's balance sheet and its success in resolving certain non-
operating issues that have been a distraction for the company's
management, including the shareholder lawsuits and asset
dispositions.


ISLES CBO: Fitch Downgrades Classes A-1 & A-2 Ratings to BB-
------------------------------------------------------------
Fitch Ratings downgrades two classes of notes issued by Isles CBO,
Ltd. / Isles CBO Corp. The following rating actions are effective
immediately:

     --$27,388,938 class A-1 senior notes, due 2010 downgraded
       to 'BB-' from 'BBB-';

     --$214,546,679 class A-2 senior notes, due 2010 downgraded
       to 'BB-' from 'BBB-'.

Isles CBO, a collateralized bond obligation managed by American
Express Asset Management Group Inc. was established in October,
1998, to issue $375 million in debt. Payments are made semi-annual
in April and October and the reinvestment period ended in October,
2003. In conjunction with the review, Fitch Ratings discussed the
current state of the portfolio with the asset manager and the
credit quality of the individual assets comprising the portfolio.
In addition, Fitch Ratings conducted cash flow modeling utilizing
various default timing and interest rate scenarios.

Since Fitch's last rating action in June, 2002, the portfolio has
experienced negative ratings migration and continued failure of
its senior par value and interest coverage tests. Additionally, as
of the Trustee report dated May, 2004, Isles CBO maintains over
26% of its portfolio in assets rated 'CCC+' or below. Accordingly,
as a result of our analysis, Fitch has determined that the current
ratings downgrade reflects the current risk to noteholders.

The ratings of the class A-1 notes and the class A-2 notes address
the likelihood that investors will receive timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the October, 2010 maturity date. The ratings
are based on the quality and mixture of portfolio assets,
structural features, collateral coverage and credit enhancement
through subordination.


JOURNAL REGISTER: S&P Places Ratings on Watch Negative
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Journal
Register Co., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications. The CreditWatch placement
follows Trenton, New Jersey-based JRC's announcement that it has
agreed to acquire 21st Century Newspapers Inc.

21st Century Newspapers owns four daily newspapers and 87 non-
daily publications, including one of the U.S.'s largest newspaper
clusters in Michigan. Under the terms of the agreement, JRC will
pay $415 million in cash, which will be financed with the proceeds
of a new bank credit facility. The transaction is expected to
close during the third quarter of 2004, subject to regulatory
approvals.

The 21st Century newspaper cluster will become JRC's second-
largest cluster based on revenues, after its greater Philadelphia
cluster. The Daily Oakland Press and The Macomb Daily will become
JRC's second- and third-largest newspapers, respectively, behind
JRC's New Haven Register. Pro forma for this transaction, JRC will
own 27 daily newspapers with combined daily circulation of
approximately 650,000 and Sunday circulation of approximately
675,000, and 327 non-daily publications with combined non-daily
distribution of more than 5 million.

"In resolving its CreditWatch listing, Standard & Poor's will
review the combined company's near- and longer-term growth
objectives, integration plans, pro forma financial profile, and
overall financial policies," said Standard & Poor's credit analyst
Don Wong. "If a downgrade of the corporate credit rating for JRC
were the ultimate outcome of Standard & Poor's analysis, it would
be limited to one notch."


KAISER ALUMINUM: Proposes QAL Sale Bidding Procedures
-----------------------------------------------------
Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, states that the Kaiser Aluminum Corporation
Debtors, in consultation with the Official Committee of Unsecured
Creditors, have developed an auction process that establishes a
floor price as well as other procedures to ensure the integrity of
the sale process for the QAL Interests.  The proposed Bidding
Procedures are a result of, among other things, the Debtors'
obligations under the Collateral Agreement, the absence of a pre-
selected stalking horse bidder, and their desire to achieve the
highest or otherwise best bid for the QAL Interests.

Accordingly, the Debtors ask the Court to approve the proposed
bidding procedures for the auction of the QAL Interests.

Ms. Newmarch explains that the Bidding Procedures are designed to
facilitate a full and fair process to maximize the value of the
QAL Interests.  The provisions of the proposed Bidding Provisions
are:

A. Determination of the Sellers

   Kaiser Alumina Australia Corporation and Kaiser Aluminum and
   Chemical Corporation will:

   (a) determine whether any person is a subsequently qualified
       bidder;

   (b) coordinate the efforts of qualified bidders, if any, in
       conducting their due diligence investigations regarding
       the Debtors, QAL, their businesses or the QAL Interests
       and liabilities to be assumed generally;

   (b) receive bids from qualified bidders; and

   (c) negotiate the sale.

   Ms. Newmarch points out that only qualified bidders will be
   permitted to participate in the bidding process.  The Debtors
   will, in consultation with the Creditors Committee, the
   Official Committee of Asbestos Claimants, and Martin J.
   Murphy, the legal representative for future asbestos
   claimants, have the right to amend the bidding process rules
   or adopt other bidding process rules that are not inconsistent
   with the terms of any Bankruptcy Court, including the approval
   of the bidding procedures and which, in the Debtors'
   reasonable judgment, will better promote the goal of the
   bidding process.

B. Participation Requirements

   Each person seeking to participate in the bidding process must
   either:

   (a) have been contacted by Lazard Freres & Co., before
       June 18, 2004, in connection with Lazard's efforts to
       identify potential purchasers of the QAL Interests, have
       executed a confidentiality agreement provided by Lazard,
       have demonstrated to the satisfaction of the Debtors that
       it is otherwise eligible to be designated as a qualified
       bidder, and will have been notified in writing by Lazard
       by June 21, 2004 that that person is eligible to submit a
       bid; or

   (b) deliver to the Debtors as promptly as practicable, but in
       any event no later than July 20, 2004:

         (i) An executed confidentiality agreement provided by
             Lazard, with any changes approved by the Debtors;

        (ii) Current financial statements of the Potential
             Bidder, or if the Potential Bidder is an entity
             formed for the purpose of acquiring the QAL
             Interests, current financial statements of the
             equity holder of the Potential Bidder; and

       (iii) A proposal regarding:

             -- the purchase price for the QAL Interests which
                must be in excess of $525 million and also
                include the assumption of the Assumed Liabilities
                and the purchase price adjustments set forth in
                the Purchase Agreement;

             -- the structure and financing of the transaction,
                including information regarding the sources of
                financing;

             -- any anticipated regulatory approvals required to
                close the transaction, the anticipated time frame
                for obtaining the approvals and any anticipated
                impediments for obtaining the approvals;

             -- the nature and extent of additional due diligence
                it may wish to conduct; and

             -- any conditions to closing that it may wish to
                impose in addition to those set forth in the
                Purchase Agreement, provided, that any proposal
                submitted by a Potential Bidder may not be
                conditioned on receipt of financing.

       Promptly after a Potential Bidder that is not a Previously
       Qualified Bidder delivers all of the required materials,
       the Debtors will determine whether the Potential Bidder is
       a Qualified Bidder, and will notify that Potential Bidder
       as well as the Creditors Committee, the Asbestos Committee
       and the Futures Representative, and their counsel, in
       writing.

C. Due Diligence by Eligible Participants

   At the same time that the Debtors notify the Potential Bidder
   that it is a Subsequently Qualified Bidder, the Debtors will
   provide to the Subsequently Qualified Bidder access to the
   financial information and other data relative to the Debtors,
   their businesses or the QAL Interests and Assumed Liabilities
   as the Subsequently Qualified Bidder may reasonably request,
   provided, that:

   (a) any information and data will be provided in the form of
       access to the data room previously established for the
       transaction and the opportunity to ask questions;

   (b) responses to questions can be provided to the Subsequently
       Qualified Bidder in a timely manner before the deadline
       for submission of bids and without undue cost to the
       Debtors; and

   (c) information and data are within the control of the Debtors
       and, provided, that the Debtors will not be required to
       give confidential or proprietary information to a
       Qualified Bidder that is a competitor of the Debtors if
       the Debtors reasonably believe that disclosure of the
       information would be detrimental to the interests and
       operations of the Debtors or if QAL, has determined that
       the information belongs to QAL, and QAL has declined to
       release the information.

   The Debtors will provide a notice to the relevant Qualified
   Bidder and the Creditors Committee, the Asbestos Committee,
   the Futures Representative, and their counsel, of any decision
   to withhold the Debtors' confidential or proprietary
   information or information from QAL.  The Debtors will also
   provide the Qualified Bidder with a copy of the Purchase
   Agreement and the related exhibits and schedules.

   Neither the Debtors nor any of their affiliates are obligated
   to furnish any information relating to QAL, the QAL Interests,
   the Assumed Liabilities or the businesses of the Debtors or
   QAL, to any person other than a Qualified Bidder.  Due
   diligence may include management presentations scheduled by
   the Debtors, access to physical and online data rooms, on-site
   inspections and other matters that a Qualified Bidder may
   request and as to which the Debtors, in their reasonable
   discretion, may agree.  The Debtors will designate employees
   or other representatives to coordinate all reasonable requests
   for additional information and due diligence access from a
   Qualified Bidder.  The Debtors may, in their discretion,
   coordinate due diligence efforts so that multiple Qualified
   Bidders have simultaneous access to due diligence materials
   and simultaneous attendance at management presentations or on-
   site inspections.  The due diligence period for all Qualified
   Bidders will expire at the Bid Deadline, Qualified Bidders are
   advised to exercise their own discretion before relying on any
   information regarding the Acquired Assets or liabilities to be
   assumed provided by anyone other than the Debtors or their
   representatives.

D. Bid Requirements

   A Bid will state, at a minimum, that:

   (a) the Qualified Bidder offers to purchase the QAL Interests
       at a Minimum Bid Price of at least US$525 million or a
       higher price -- as necessary to cover any "Termination
       Fee" and the "Minimum Overbid Increment" -- as may be
       established if the Debtors enter into a stalking horse
       agreement before the Bid Deadline and otherwise on the
       terms and conditions set forth in a copy of the Definitive
       Sale Documentation, marked to show only technical changes
       to the Definitive Sale Documentation;

   (b) The Qualified Bidder is prepared to enter into the
       transaction immediately upon:

         (i) completion of the auction if the Qualified Bidder is
             the Successful Bidder and if there is no stalking
             horse agreement; or

        (ii) acceptance by the Debtors of the Qualified Bidder's
             Qualified Bid if the Debtors do not conduct an
             auction, by tendering the $50 million Deposit --
             which can be partially satisfied with the "Good
             Faith Deposit" -- executing the Purchase Agreement
             and consummating the transaction not later than 90
             days -- or 150 days if the only conditions remaining
             to be fulfilled after 90 days are receipts of
             government approvals -- after the execution of the
             Purchase Agreement; and

       (iii) each of the Qualified Bidder's offer is binding
             during the applicable period described in "Return of
             Good Faith Deposits".

             A Qualified Bidder will accompany its Bid with
             written evidence of a commitment for financing or
             other evidence of ability to consummate the
             transaction satisfactory to the Debtors and a
             $10,000,000 Good Faith Deposit.  The Good Faith
             Deposit will be in the form of a bank check or wire
             transfer pursuant to instructions issued by the
             Debtors.  Each Good Faith Deposit will be held
             pursuant to an Escrow Agreement, which provides
             among other things that the Good Faith Deposit will
             be forfeited if the Qualified Bidder attempts to
             modify, amend or withdraw its Bid, without the
             consent of the Debtors, except for proposed
             amendments to increase the amount or otherwise
             improve the terms of the Bid, before the time the
             offer is required to remain binding.  Any Good Faith
             Deposit accompanying a Bid that the Debtors
             determine not to be a Qualified Bid will be returned
             promptly after the determination.

E. Bid Deadline

   A Qualified Bidder that desires to make a Bid will deliver
   written copies of its Bid not later than 11:00 a.m. Eastern
   Time, on August 10, 2004, to:

   (a) Jones Day
       2727 North Harwood Street
       Dallas, Texas 75201
       Attention: Tony Stewart, Esq.
       E-mail: wastewart@jonesday.com
       Fax no. 214-969-5100;

   (b) Lazard Freres & Co.
       30 Rockefeller Plaza, 61st Floor
       New York, New York 10020
       Attention: Perk Hixon
       E-mail: perk.hixon@lazard.com
       Fax no. 212-332-5966; and

   (c) The Debtors
       c/o Kaiser Aluminum & Chemical Corporation
       Suite 2500, 5847 San Felipe,
       Houston, Texas 77057
       Attention: General Counsel
       E-mail: ed.houff@kaiseral.com
       Fax no. 713-267-3702

   Counsel for the Debtors will distribute a copy of each
   Qualified Bid by facsimile transmission, personal delivery, E-
   mail or overnight courier service to the Creditors Committee,
   the Asbestos Committee, the Futures Representative, and their
   counsel.  Given the short time frame that the Debtors will
   have to evaluate Bids, Qualified Bidders are strongly
   encouraged to submit their Bids via E-mail.

F. Qualified Bids

   The Debtors will consider a Bid as a "Qualified Bid" only if
   in the Debtors' business judgment, after consultation with the
   Official Committees and the Futures Representative, the Bid
   meets these requirements:

   (a) It complies in all material respects with the bid
       requirements disclosed and the terms provided by the
       Debtors in the Definitive Sale Documentation;

   (b) It is a proposal that specifies a purchase price of at
       least the Minimum Bid Price for the Acquired Assets and
       also includes assumption of the Assumed Liabilities and
       purchase price adjustments set forth in the Purchase
       Agreement, and that the Debtors determine has a value at
       least equal to the terms and conditions provided in the
       Definitive Sale Documentation -- plus the Termination Fee
       if the Sellers enter into a Stalking Horse Agreement;

   (c) It is accompanied by satisfactory evidence of committed
       financing or other ability to perform; and

   (d) It is accompanied by a Good Faith Deposit.

   The Debtors, in consultation with the Official Committees and
   the Futures Representative, may take into account any changes
   to the terms of the Definitive Sale Documentation requested by
   a Potential Bidder in determining whether a Bid is a Qualified
   Bid.  Potential Bidders should be aware that the terms and
   conditions of the Purchase Agreement are important to ensure
   that the Debtors comply with certain rights of Comalco under
   the Collateral Agreement.  Any Bid that entails significant
   changes to the Purchase Agreement will be at a distinct
   disadvantage.

   If the Debtors enter into a Stalking Horse Agreement and they
   do not receive by the Bid Deadline any Bids that they
   determine to be Qualified Bids, the Debtors will report to the
   Court, will seek entry of the Sale Order, and will proceed
   with the Sale pursuant to the terms of the Stalking Horse
   Agreement.  If there is no Stalking Horse Agreement and the
   Debtors receive by the Bid Deadline only one Bid that they
   determine to be a Qualified Bid, the Debtors will report to
   the Court and will in the Debtors' discretion seek entry
   of the Sale Order and proceed with the Sale pursuant to the
   terms of the Qualified Bid.

G. Potential for Stalking Horse Agreement

   Between June 18, 2004 and August 3, 2004, the Debtors may
   discuss or negotiate with any Previously Qualified Bidder or
   any other Potential Bidder, terms on which the party may be
   willing to enter into a modified version of the Purchase
   Agreement that grants to the party certain Bid Protections.
   If before August 3, 2004, the Debtors and the Stalking Horse
   enter into a Purchase Agreement that includes Bid Protections,
   the Debtors will promptly notify all Qualified Bidders of that
   fact and provide to them a revised set of the Definitive Sale
   Documentation.

H. Bid Negotiations

   Between the Bid Deadline and the Auction, the Debtors may
   discuss, negotiate or seek clarification of any Qualified Bid
   from a Qualified Bidder.  Without the Debtors' consent, a
   Qualified Bidder may not modify, amend or withdraw its
   Qualified Bid, except for proposed amendments to increase the
   amount or otherwise improve the terms of the Bid, during the
   period that the Qualified Bid is required to remain binding
   under the Bid Requirements.

   After the receipt of Qualified Bids and before the Auction,
   the Debtors may negotiate with one or more Qualified Bidders
   regarding the terms of the applicable Qualified Bids.  In
   conducting the Bid Negotiations, the Debtors may, among other
   things:

   (a) solicit modifications to the terms and conditions of any
       Qualified Bid; and

   (b) designate the Initial Successful Bid.

I. Potential Bid Protections and Selection of Initial Successful
   Bid

   The Debtors will have the authority, in their discretion in
   consultation with the Official Committees and the Futures
   Representative and to the extent necessary to ensure there is
   a Qualified Bid and promote more competitive bidding, to grant
   to the Stalking Horse a termination fee not exceeding $10
   million as determined in the Debtors' discretion, which will
   be payable to the Stalking Horse in full satisfaction of any
   losses, costs, expenses or claims arising out of the
   transactions.  The Stalking Horse's entitlement to a
   Termination Fee is expressly conditioned on:

   (a) the consummation of a sale of all of the QAL Interests to
       another party; and

   (b) other additional terms and conditions negotiated by the
       parties.

   In addition, the Debtors will have the authority to include
   customary expense reimbursement provisions in any Purchase
   Agreement with a Stalking Horse covering circumstances where
   no Termination Fee is available.

   Before the Auction, if there is no Stalking Horse Agreement,
   the Debtors, in consultation with the Official Committees and
   the Futures Representative, will select the highest or
   otherwise best Qualified Bid and will notify the Qualified
   Bidder that submitted the Initial Successful Bid of that fact.
   If the Debtors enter into the Stalking Horse Agreement with
   the Stalking Horse, the terms of the Stalking Horse Agreement
   will constitute the Initial Successful Bid, provided that only
   the Stalking Horse will be eligible to receive the Bid
   Protections.  Before the Auction, the Debtors will disclose
   the amount of the Initial Successful Bid to all other
   Qualified Bidders and provide to each of them a copy of the
   Definitive Sale Documentation relating to the Initial
   Successful Bid -- if different from that previously provided
   to the Qualified Bidders.

J. Auction

   If the Debtors receive two or more Bids that they determine to
   be Qualified Bids, or if the Debtors enter into the Stalking
   Horse Agreement and receive at least one additional Bid that
   they determine to be a Qualified Bid, the Debtors will conduct
   an Auction at the offices of Jones Day, 222 East 41st Street,
   New York, New York 10017, on August 16, 2004, beginning at
   9:00 a.m. Eastern Time or a later time or other place as the
   Debtors will notify all Qualified Bidders that have submitted
   Qualified Bids by the Bid Deadline.  Only the Creditors
   Committee, the Asbestos Committee, the Futures Representative,
   and their counsel, and those Qualified Bidders that have
   submitted Qualified Bids by the Bid Deadline -- including the
   Stalking Horse, if any -- will be entitled to attend the
   Auction, and only those Qualified Bidders that have submitted
   Qualified Bids by the Bid Deadline will be entitled to
   participate in the Auction.  Bidding at the Auction will
   continue until the time as the Successful Bid is determined.

   Based on the terms of the Qualified Bids received, the number
   of Qualified Bidders participating in the Auction, and other
   information as the Debtors determine is relevant, the Debtors,
   in their reasonable judgment, may conduct the Auction in the
   manner they determine is reasonably likely to result in the
   maximum value for the QAL Interests, subject to the an
   approved Bidding Procedures.

   At the Auction, Qualified Bidders will be permitted to
   increase their Qualified Bids.  All participating Qualified
   Bidders will be entitled to be present for all bidding --
   although the Debtors may require them to be in separate rooms.
   At the commencement of the Auction, the identity of each
   participating Qualified Bidder will be disclosed to all other
   Qualified Bidders, and the material terms of each Auction Bid
   will be disclosed to all other participating Qualified Bidders
   during the Auction.  The bidding will be in increments of not
   less than $2,000,000 greater than the amount proposed in the
   Initial Successful Bid -- plus in the case of the first
   Auction Bid the Termination Fee agreed to with the Stalking
   Horse, if any -- or the most recent Auction Bid, as
   applicable.  For purposes of comparison with other Auction
   Bids, the dollar amount of any Auction Bid submitted by the
   Stalking Horse, if any, will be deemed to include an amount
   equal to the Termination Fee, if applicable.  Each Qualified
   Bidder will have a reasonable amount of time to respond to any
   Auction Bid.

   Upon conclusion of the Auction, the Debtors, in consultation
   with the Official Committees and the Futures Representative,
   will select and identify the Bid that they determine is the
   highest or otherwise best Auction Bid, which will be the terms
   of the Stalking Horse Agreement, if any, if no higher or
   otherwise better Auction Bids are received.  The Debtors will
   notify all Qualified Bidders at the Auction, before its
   adjournment, of the Successful Bidder.  At the August 23, 2004
   omnibus hearing, the Debtors will present to the Court for
   approval both the Successful Bid and the next highest or
   otherwise best Bid -- the Backup Bid.

K. Acceptance of Qualified Bids

   Subject to Court approval at the August 23, 2004 omnibus
   hearing, the Debtors will effect the Sale to the Successful
   Bidder.  If the Successful Bidder fails to consummate an
   approved Sale for any reason, the party that submitted the
   Backup Bid will be designated the Successful Bidder and the
   Debtors will be authorized to effect the Sale without further
   Court order.

L. Sale Order and Authorization to Sell

   At the Sale Hearing, the Debtors will seek entry of a Sale
   Order, among other things, authorizing and approving the Sale
   to the Successful Bidder, as determined by the Debtors in
   accordance with the Bidding Procedures, pursuant to the terms
   and conditions set forth in the Purchase Agreement.  The Sale
   Hearing may be adjourned or rescheduled without notice other
   than by an announcement of the adjourned date at the Sale
   Hearing.

M. Failure to Consummate Purchase

   If the Successful Bidder fails for any reason to enter into
   the Purchase Agreement on the terms contained in its accepted
   Bid, the Good Faith Deposit of the Successful Bidder will be
   forfeited to the Debtors, and the Debtors specifically reserve
   the right to seek all available damages from that person as
   provided in the Purchase Agreement or otherwise.

N. Return of Good Faith Deposits

   Any Good Faith Deposits will be retained by the Debtors and
   held in escrow in one or more accounts, all Qualified Bids --
   or Auction Bids, if higher or otherwise better -- other than
   the Successful Bid and Backup Bid will remain open and binding
   until the earlier of:

   (a) entry of a final and non-appealable order of the Court
       approving a sale pursuant to the terms of a Successful Bid
       or Backup Bid; or

   (b) 10 days after the Auction.

   Five business days after the earlier of the two dates, the
   Debtors will return any Good Faith Deposits of Qualified
   Bidders other than the Successful Bidder and the Backup
   Bidder.  The Backup Bid will remain open and binding until the
   closing of a sale of the Acquired Assets, and the Good Faith
   Deposit of the Backup Bidder will be returned within five
   business days after the closing of the sale of the QAL
   Interests.

The Debtors may:

   (a) determine, in their business judgment and in consultation
       with the Official Committees and the Futures
       Representative, which Qualified Bid, or Auction Bid, if
       any, is the highest or otherwise best offer;

   (b) consult with the Official Committees and the Futures
       Representative during the Bidding Process; and

   (c) reject, at any time before the Court's order approving the
       Sale, any Bid that the Debtors determine is:

         (i) inadequate or insufficient;

        (ii) not in conformity with the requirements of the
             Bankruptcy Code, the Bidding Procedures or the terms
             and conditions of the Purchase Agreement; or

       (iii) contrary to the best interests of the Debtors, their
             estates, their creditors or other parties-in-
             interest.

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)


KEY ENERGY: Commences Senior Note Consent Solicitations
-------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) announced that it is
soliciting consents from the holders of its outstanding 6 - 3/8%
senior notes due 2013 and 8 - 3/8% senior notes due 2008, to
extend until December 31, 2004 the period in which the Company
must deliver its 2003 10-K and 2004 10-Q reports. The Company also
updated information relating to the restatement of its financial
statements and relating to the investigations being conducted by
its Audit Committee.

The Consent Solicitation is scheduled to expire at 5:00 p.m. (EDT)
on July 15, 2004, unless extended or terminated earlier. Holders
of Notes who deliver their consent on or prior to 5:00 p.m. (EDT)
on July 15, 2004, unless extended or terminated earlier, will be
eligible to receive a consent payment of $2.50 per $1,000
principal amounts of Notes validly consented.

The Consent Solicitation is conditioned upon the satisfaction of
certain conditions, including that consents for a majority of each
particular series of notes must be received, a majority of the
other series of notes must be received and the supplemental
indenture for both series must be executed. A more comprehensive
description of the Consent Solicitation and its conditions can be
found in the Consent Solicitation Statement.

The Company has retained Lehman Brothers to serve as the
Solicitation Agent and D.F. King & Co., Inc. to serve as the
Information Agent and Tabulation Agent for the Offer. Requests for
documents may be directed to D.F. King & Co., Inc., by telephone
at (800) 848-2998 (toll-free) or (212) 269-5550 or in writing at
48 Wall Street, 22nd Floor, New York, NY 10005. Questions
regarding the solicitation of consents may be directed to Lehman
Brothers, at (800) 438-3242 (toll-free) or (212) 528-7581,
Attention: Liability Management.

This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation of
consents with respect to any securities. The solicitation is being
made solely pursuant to the Consent Solicitation Statement dated
July 6, 2004.

On June 1, 2004, the Company received a letter from the trustee
purporting to be notice under the indentures governing the 6 -
3/8% notes and 8 - 3/8% notes stating that the Company's failure
to file its 2003 Annual Report on Form 10-K and its quarterly
report on Form 10-Q for the fiscal quarter ended March 31, 2003,
constituted breaches of its financial reporting obligations
contained in the indentures, and stating that unless the
deficiency was remedied within 90 days, an event of default would
occur under the indentures. The Company believes that the notice
may be invalid because it does not meet certain requirements for
giving notice as required by the indentures. Contrary to the
letter from the trustee, the indentures actually would require the
Company to cure the deficiency within 60 days of the receipt of a
notice. Unless the deficiency is cured or waived within the cure
period, the trustee or holders of 25% of the outstanding principal
amount of either series of notes would have the right to
accelerate the maturity of that series of notes. Notwithstanding
the Company's belief that the notice may be invalid, the Company
has proceeded with the consent solicitation.

The consents are being solicited to amend the indentures to give
the Company until December 31, 2004, to comply with the financial
reporting covenants in the indentures. Each holder that consents
will also be waiving all defaults with respect to the financial
reporting covenants in the indentures and any and all rights to
cause acceleration of principal on the notes as a result of the
defaults.

As previously disclosed, the lenders under the Company's revolving
credit facility agreed to waive defaults arising from the failure
to timely deliver periodic financial statements. The
administrative agent for the lenders under the revolving credit
facility has advised the Company that, while no event of default
has occurred under the revolving credit facility as a result of
the trustee's notice of default, it believes a potential event of
default has occurred under the revolving credit facility as a
result of that notice and that, absent a waiver from lenders
holding a majority of the loans under the revolving credit
facility, the Company will not be able to borrow or obtain letters
of credit under the credit facility until the potential event of
default is cured or waived. The Company believes it has sufficient
liquidity to provide for its anticipated operating needs while the
consent solicitation is pending. Upon successful completion of the
consent solicitation, any restriction upon the Company's ability
to borrow under the revolving credit facility will be resolved.

The Company's primary workers' compensation insurance carrier had
previously extended to September 30, 2004, the date by which the
Company must deliver audited annual financial statements and
reduced the credit ratings triggers. After the Company amended its
agreement with its workers' compensation carrier, the Company's
Standard & Poor's long-term corporate and senior unsecured debt
rating was downgraded from B+ to B and the Company's Moody's
senior unsecured issuer rating was downgraded from B1 to B2. As a
result of these downgrades the Company must replace the promissory
note and bond with letters of credit within 30 days after such
downgrade. Such 30-day period was set to expire on July 8, 2004;
however, the Company has entered into a letter agreement effective
as of July 2, 2004, that requires the Company to provide a letter
of credit for the $6 million promissory note within 20 days from
July 2, 2004. The worker's compensation carrier agreed that it
shall not exercise any other remedies under the agreement until
the 20-day period expires. The carrier also agreed that the
failure to provide a letter of credit by July 8, 2004, shall not
be deemed an event of default. If the Company fails to provide a
$6 million letter of credit within the 20-day period, the worker's
compensation carrier may then immediately exercise any and all
other remedies available under the agreement. The Company has
arranged for a letter of credit to be available to meet this
obligation.

The Company's restatement process is ongoing. To date, the Company
has conducted a physical inventory of over 20,000 individual
pieces of equipment of its well servicing, drilling, and pressure
pumping divisions to determine the equipments' existence,
condition and valuation. The Company is attempting to match the
equipment that has been physically counted and evaluated with the
book values of equipment recorded in its accounting systems. The
Company will then undertake to determine the appropriate write-
down amounts.

The Company is also attempting to determine the fiscal period in
which any write-downs or impairments should be recorded. The lack
of detail in the Company's accounting records for equipment
acquired in years before 2000, including the difficulty in
locating source documents for such assets, is affecting the
process. With respect to all prior periods, including 2003,
evidence necessary to determine exact dates that particular assets
might have first been impaired is limited. Restatements of prior
year periods will require issuance of audit opinions by our
independent auditors on the financial statements for those years.

The restatement process is subject to uncertainties. These
uncertainties include whether the Company will be able to develop
the necessary records or estimates to support the accounting for
equipment assets and allocation of the write-downs to particular
fiscal years, whether the restatements and audit will be completed
in a timely manner, whether the amount of write-downs or
impairments will exceed the Company's estimates, and what portions
of the write-downs are to be allocated to particular fiscal years.
In connection with the restatement process, additional items
requiring restatement may be identified. Users of the Company's
financial statements should not rely on its previously issued
financial statements.

As previously disclosed, the Audit Committee of the Company's
Board of Directors authorized special outside counsel, Sidley
Austin Brown & Wood LLP, to conduct a review of our internal
investigation of improprieties in the Company's South Texas
division. The Audit Committee also authorized an independent
investigation with the assistance of special outside counsel of
the adequacy of the Company's public disclosure procedures, its
internal controls and other matters that arose in the course of
the investigation. As part of this investigation, outside counsel
for the Audit Committee examined, among other things, matters
related to public disclosures and financial forecasts made by our
executive officers, certain transactions involving executive
officers, accounting policies and procedures and corporate
governance matters. In the course of that investigation, they
interviewed many of the Company's current and former employees.

The Audit Committee's outside counsel has largely completed its
factual inquiries. Counsel has given reports on its preliminary
factual findings to the Audit Committee and the Company's Board of
Directors. The Audit Committee has not yet reached any conclusions
as to what corrective actions it will recommend based on counsel's
factual findings. The Audit Committee expects to complete its
investigation and make recommendations on corrective actions to
the Board of Directors by the end of July 2004.

Key Energy Services, Inc. is the world's largest rig-based,
onshore well service company. The Company provides diversified
energy operations including well servicing, contract drilling,
pressure pumping, fishing and rental tool services and other
oilfield services. The Company has operations in all major onshore
oil and gas producing regions of the continental United States and
internationally in Argentina, Canada and Egypt.


KIEL BROS OIL: Look for Bankruptcy Schedules by July 15
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
New Albany Division, gave Kiel Bros. Oil Company, Inc., and its
debtor-affiliate an extension to file their schedules of assets
and liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtors have until July 15, 2004 to file their
Schedules of Assets and Liabilities and Statement of Financial
Affairs.

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.


KMART HOLDING: Appoints Three New Customer Service Executives
-------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) announced the appointment
of:

    * Robert Norton as Senior Vice President, Stores,

    * Dene Rogers as Senior Vice President, Store Operations, and

    * David Whipple as Senior Vice President, Associate Resources.

Julian Day, Kmart's Chief Executive Officer said, "I have asked
these three talented executives to focus their considerable
abilities on improving the customer service in our stores.  The
goal is to deliver a better store experience for our customers
while continuing to enhance the profitability of our operations."

Robert Norton, SVP, Stores, will have overall responsibility for
Kmart's stores, including the field and headquarters' store
support organizations.  Prior to joining Kmart, Norton served as
the Chairman and CEO of FTD Inc.  Norton joined FTD as President
and CEO in January 1997.  Under his strong and owner-oriented
leadership, the company more than doubled its profitability and
sales.  Before leading FTD, Norton held senior positions at Jo-
Ann Stores, Inc. and The Sherwin-Williams Company.

Dene Rogers, SVP, Store Operations, will have responsibility for
the store support organization at headquarters and will drive
multi-functional operational improvement initiatives across the
store base.  Rogers, who will report to Norton, has worked in a
variety of capacities at Kmart since joining in October 2003.
Before joining Kmart, Rogers was SVP, Business Development at
General Electric Capital Corporation, and SVP, Planning, New
Products and Development at Starwood Hotels & Resorts Worldwide,
Inc.

David Whipple, SVP, Associate Resources, is now the senior human
resource executive at the Company, whose immediate focus is
developing Kmart's store associate population.  Whipple joins
Kmart after nine years at two U.S. subsidiaries of Netherlands-
based Ahold, the world's third-largest food retailer.  He served
in several executive human resource positions at U.S. Foodservice
and at Tops Markets, Inc.

Julian Day stated, "We will continue to improve our customer
experience and attract, retain, and develop the best associates
and store managers in mass market retail.  Together, these
executives bring a wealth of retail experience, and more
importantly, a winning culture and attitude to our Company.  With
these additions to our leadership team, we expect to accelerate
our rate of improvement and elevate our achievement goals"

                About Kmart Holding Corporation

Kmart Holding Corporation (Nasdaq: KMRT), along with its
subsidiaries, is a mass merchandising company that offers
customers quality products through a portfolio of exclusive brands
that include Thalia Sodi, Jaclyn Smith, Joe Boxer, Kathy Ireland,
Martha Stewart Everyday, Route 66 and Sesame Street.  For more
information visit the Company's website at http://www.kmart.com/
(Kmart Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MED DIVERSIFIED: Provides Update on Bankruptcy Proceedings
----------------------------------------------------------
In a report filed on March 12, 2004, Med Diversified, Inc.,
disclosed that on March 5, 2004, the Company filed Plans of
Liquidation and related Disclosure Statements with the U.S.
Bankruptcy Court for the Eastern District of New York for Med, as
well as two of its wholly owned subsidiaries, Resource Pharmacy,
Inc. and Trestle Corporation.  The Company also disclosed that on
March 5, 2004, it filed a Joint Plan of Reorganization for its
wholly owned subsidiaries, Chartwell Diversified Services, Inc.,
Chartwell Care Givers, Inc. and Chartwell Community Services,
Inc., as well as an accompanying Disclosure Statement for the
Chartwell Debtors.

On March 26, 2004, Med Diversified filed in the Bankruptcy Court
the First Amended Plan of Liquidation of Med, the First Amended
Plan of Liquidation of Resource and the First Amended Plan of
Liquidation of Trestle, as well as the related Disclosure
Statements to the First Amended Plans. On March 26, 2004, the
Company also filed in the Bankruptcy Court the First Amended Joint
Plan of Reorganization for the Chartwell Debtors, as well as the
related Disclosure Statement. None of the officers or directors of
Med, nor their affiliates, will possess any ownership interest in
the Chartwell Debtors once the Chartwell Debtors are reorganized
following acceptance of the Joint Plan by the Company's creditor
constituencies.

The First Amended Plans, the Joint Plan and the related Disclosure
Statements thereafter were amended on several occasions,
considered at a hearing of the Bankruptcy Court on April 2, 2004,
and filed in their then current form with Med Diversified's Form
8-K/A dated April 5, 2004. Subsequently, after further amendments
and further hearings before the Bankruptcy Court on April 26,
2004, May 5, 2004, May 12, 2004 and May 17, 2004, the Bankruptcy
Court entered orders, on May 19, 2004, approving all four
Disclosure Statements. All such definitive Disclosure Statements
were being mailed to creditors and other parties in interest on
May 21, 2004.

All definitive Disclosure Statements and the proposed Plans also
may be obtained for a fee through the Bankruptcy Court at
https://ecf.nyeb.uscourts.gov/, and from and after May 25, 2004,
free of charge on the Company's website at http://www.meddiv.com/

As was provided in Med's First Amended Plan, and in all
intervening amendments to such Plan, the Second Amended Plan
provides that all of Med's shares will be cancelled on the
effective date of Med's Plan of Liquidation. Under applicable law,
Med's shareholders are deemed to have rejected Med's Second
Amended Plan of Liquidated Dated May 10, 2004 and, therefore, are
not entitled to vote to accept or reject the Second Amended Plan.
Immediately after confirmation of the Second Amended Plan, a Form
15 will be filed with the SEC, which Form shall deregister Med's
shares and, upon such filing, Med's obligation to make periodic
filings under the Securities Exchange Act of 1934 will cease.


MERITAGE CORPORATION: Second Quarter Orders Climb 51%
-----------------------------------------------------
Meritage Corp. (NYSE: MTH) announced all-time quarterly records
for home orders and backlog and second quarter records for home
closings and home closing revenue.

"We are pleased to announce that for the second quarter Meritage
has achieved all-time records for sales orders and order backlog.
For the first time in the company's history, we ended a quarter
with a backlog in excess of 4,000 homes and $1 billion in sales
value," stated John Landon, co-chairman and chief executive
officer. "We believe that job growth and economic expansion are
more than offsetting the modest increases in mortgage interest
rates and are helping to drive housing demand."

"The dollar value of new orders increased 51% over last year's
second quarter, as demand for our homes remains very strong," said
Steve Hilton, co-chairman and chief executive officer. "Most
notably, order value in our California division was up 147% from
the prior year's second quarter and is being driven by a very
healthy California housing market along with an 89% increase in
actively selling communities. The dollar value of sales orders
increased 71% in Arizona, reflecting the robust housing market
there, and in a very competitive market, our Texas operations
increased the dollar value of its sales orders by 21%."

"Although the dollar value of new home orders in Nevada was down
39% compared to the prior year's quarter due to rapid sellouts of
existing communities, demand for homes in Las Vegas remains very
strong. We anticipate growth in orders and closings in the second
half of 2004, as we opened two new communities for sales there
during the second quarter and anticipate opening another five over
the course of the year, bringing our community count to
approximately eight by year-end," added Landon.

"Companywide, home closing revenue increased 32% for the quarter,
including increases of 59% in California, 39% in Arizona and 23%
in Texas over the prior year's second quarter. Our Nevada home
closing revenue declined 8% due to the aforementioned reduction in
available inventory."

The average sales price of homes ordered during the quarter
increased 11% to approximately $274,000 from approximately
$247,000 during the second quarter of last year, reflecting a
shift in mix toward Meritage's higher-priced homes in California
and Nevada. Meritage's actively selling communities increased 17%
to 137 at June 30, 2004 from 117 at June 30, 2003, and increased
11% over the 123 communities open at the end of last year. "We
plan to open approximately 8 to 13 net new communities in the
second half, ending the year at around 145 to 150 communities, up
18 to 22% from a year earlier," added Hilton.

"We recently closed on our first land acquisition in our startup
Denver division. This community is expected to open for sales in
the spring of 2005, and we should begin delivering homes there in
the fourth quarter of 2005," added Landon. "We believe this is a
great time to enter the Denver market, which produced over 18,000
single-family housing starts in 2003, and we anticipate acquiring
several more properties during the remainder of 2004."

"With our all-time record levels of sales orders and backlog, we
are optimistic that 2004 will be our 17th consecutive year of
record revenue, which we believe will reach approximately $1.8 to
$1.9 billion for the year," said Hilton. "We continue to be
encouraged by the state of the homebuilding industry. Although we
have seen a moderate increase in mortgage interest rates, we
believe the improving economy, job growth and consumer confidence
are clearly supporting healthy housing demand."

Meritage will hold its second quarter earnings call on Wednesday,
July 21, 2004 at 11 a.m. EST (10 a.m. CT, 9 a.m. MT, 8 a.m. PT).
To participate in the call, please dial in at least five minutes
before the start time. The toll-free domestic dial-in number is
800-243-6403; the international toll-free number is 312-461-0285.
A replay will be available from 2 p.m. EST, Wednesday, July 21,
2004 through midnight EST Wednesday, July 28, 2004, by dialing
888-203-1112 (domestic) and 719-457-0820 (international).
Confirmation code for the replay is 185725. The call and slide
show presentation can be accessed on the company's Web site at
http://www.meritagehomes.com/and through CCBN for two weeks at
http://www.companyboardroom.com/

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."


MIRAVANT MEDICAL: Guidant Extends $7M to Fund PhotoPoint Programs
-----------------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT), a pharmaceutical
development company specializing in PhotoPoint photodynamic
therapy (PDT), announced a Collaboration Agreement and a
Securities Purchase Agreement (SPA) with Guidant Corporation
(NYSE:GDT), a world leader in the treatment of cardiac and
vascular disease, headquartered in Indianapolis, Indiana. Guidant
agreed to provide up to $7 million capital in support of
Miravant's PhotoPoint cardiovascular programs, including an
upfront payment of $3 million and additional staged investments
based on the achievement of certain milestones through Phase I
clinical trials. The development programs include regional
treatments for atherosclerosis and atherosclerotic vulnerable
plaque, representing large potential markets. Miravant plans to
collaborate with Guidant on clinical development from facilities
in Santa Barbara and Indianapolis.

"We are extremely pleased with Guidant's support and endorsement
of PhotoPoint PDT as a potential treatment for patients with
serious coronary artery diseases," said Gary S. Kledzik, Ph.D.,
Miravant chairman and chief executive officer. "The benefit of
Guidant's experience and consultation should focus our development
efforts and help facilitate our progress towards human clinical
studies."

"Vulnerable plaque is a silent killer that can cause a heart
attack without warning. Guidant is actively pursuing
interventional device-based therapies to treat the millions of
patients with cardiac and vascular disease who have these
potentially deadly lesions," said Dana G. Mead, Jr., president,
Vascular Intervention, Guidant Corporation. "We are encouraged by
Miravant's preclinical results, and look forward to collaborating
with the company to further develop the potential of photodynamic
therapy for vulnerable plaque applications."

The preclinical studies for PhotoPoint PDT were conducted under
the direction of Ron Waksman, MD, Professor of Medicine
(Cardiology), Georgetown University and Associate Chief of
Cardiology at the Washington Hospital Center; and analyzed under
the direction of Renu Virmani, MD, Chair, Cardiovascular
Pathology, Armed Forces Institute of Pathology, Washington DC. Dr.
Waksman stated, "PhotoPoint PDT has been shown to be very
effective in extensive preclinical studies. If these results can
be realized in clinical trials, PhotoPoint PDT could make a
dramatic difference in our ability to treat patients with
atherosclerosis. We are especially encouraged by the potential to
reduce the risk of rupture in vulnerable plaques. My colleagues
and I at the Washington Hospital Center look forward to continuing
our participation in the evaluation and development of this
promising new therapy."

            Intracoronary PhotoPoint PDT

Miravant is developing PhotoPoint PDT as a minimally invasive
interventional procedure for the treatment of patients with
coronary artery disease, including atherosclerosis,
atherosclerotic vulnerable plaque and restenosis. Currently under
preclinical investigation, the catheter-based treatment uses a
systemic light-reactive drug in combination with low power, non-
thermal light to treat regions of atherosclerotic plaque in blood
vessel walls, including vulnerable plaque. Miravant has
established a substantial body of preclinical data to support
further investigations of this proprietary technology. In March
2004, preclinical results were presented at the American College
of Cardiology, New Orleans, which suggest that PhotoPoint PDT may
remove inflammatory cells in atherosclerotic plaque, reduce plaque
volume and induce positive mechanisms of healing and repair that
are consistent with plaque stabilization.

         Atherosclerosis and Vulnerable Plaque

Heart attacks strike 1.1 million people in the U.S. each year,
leading to 460,000 deaths. Most heart attacks are caused by
atherosclerosis, a common vascular disease involving lipid-derived
plaques in blood vessel walls. It has been recently recognized
that certain inflamed plaques are highly unstable and vulnerable
to spontaneous rupture, causing an estimated 85% of heart attacks.
Intense research efforts are underway to identify and treat
vulnerable plaques before they erupt, estimated by analysts to be
a multi-billion dollar market.

                  About Miravant

Miravant Medical Technologies -- whose March 31, 2004 balance
sheet shows a stockholders' deficit of $8,389,000 -- specializes
in pharmaceuticals and devices for photoselective medicine,
developing its proprietary PhotoPoint photodynamic therapy (PDT)
for large potential markets in ophthalmology, dermatology,
cardiovascular disease and oncology. PhotoPoint PDT uses
photoreactive (light-activated) drugs to selectively target
diseased cells and blood vessels. The Company has submitted a New
Drug Application (NDA) for the drug SnET2 for the treatment of
patients with wet age-related macular degeneration. Miravant's
cardiovascular program focuses on life-threatening diseases, with
PhotoPoint MV0633 in advanced preclinical testing for
atherosclerosis, atherosclerotic vulnerable plaque and restenosis.


MORGANS HOTEL: Enters Into a 99-Year Sale-Leaseback with DIVCO
--------------------------------------------------------------
An affiliate of Morgans Hotel Group (MHG), formerly known as Ian
Schrager Hotels, has entered into a sale-leaseback transaction on
its San Francisco Clift Hotel with affiliates of Divco West
Properties, a pension fund advisor, under which Divco will pay MHG
$71 million and MHG will retain a 99 year leasehold, providing MHG
any profit that might ensue from operations or a capital
transaction.

Clift's plan of reorganization incorporating the sale/leaseback
transaction was filed with the United States Bankruptcy Court on
June 30, 2004. The plan and the transaction are subject to
Bankruptcy Court approval. Approval of the plan by the court is
expected to occur in September 2004. Clift's plan of
reorganization provides for the satisfaction of all of the
company's creditors in full.

Ian Schrager, chief executive officer of the MHG, said that he was
extremely pleased with the Divco transaction.

"The way this deal is structured, it is basically a financing for
the Clift," he said. "In addition to allowing us to emerge from
Chapter 11, satisfying our lender and trade creditors, it provides
for very inexpensive financing. It also provides us with the funds
necessary to make improvements to the property and preserves for
us the upside we feel there is in the Clift from both an
operational and, should we choose to pursue it, capital
transaction."

Mr. Schrager said that operationally, the Clift has continued to
outperform the market and is doing extremely well.

"With the issues we were facing now behind us, and, the funds to
make further improvements to the property, we are more optimistic
than ever about the future," he said. "This is the first of what
we expect to be a series of positive announcements we intend to
make over the next several weeks."


NEW WORLD PASTA: Plans to Close Omaha Facility on September 4
-------------------------------------------------------------
New World Pasta Company announced that it will discontinue
manufacturing operations at its Omaha, Nebraska facility on or
about September 4, 2004. The facility employs 17 salaried and 79
hourly employees. Production at the Omaha facility will be
provided by other New World Pasta manufacturing facilities.

"We regret the impact that this closing will have on our dedicated
Omaha employees. The closing of this plant was a difficult
decision, but it was a necessary one in order for the Company to
continue its focus on reducing costs, increasing efficiencies and
being competitive in the marketplace," said Lisa Donahue, Chief
Executive Officer of New World Pasta Company.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta
manufacturer in the United States.  The Company filed for chapter
11 protection on May 10, 2004 (Bankr. M.D. Pa. Case No. 04-02817).
Eric L. Brossman, Esq., at Saul Ewing LLP represents the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, they listed both estimated debts
and assets of over $100 million.


NEWPORT INT'L: Subsidiary Inks 3-Year Reselling Pact with V-Link
----------------------------------------------------------------
GrassRoots Communications, Inc., a subsidiary of Newport
International Group, Inc. (OTCBB:NWPO) announced that it has
signed a reselling agreement with V-Link Solutions, Inc.

V-Link, which provides a full array of WI-FI and broadband
services to major hotels including Hilton, Embassy Suites,
Sheraton and Hyatt Regency as well as servicing corporate and
hospitality clients, will market GRCI's advanced web-conferencing
and online collaboration tools to its clients under a revenue
sharing agreement. Under the terms of this agreement V-Link will
introduce GRCI's web enabled conference room solution which
includes a touch screen white board as well as computer to phone
conferencing. V-Link will also market GRCI's business and pro
editions to its entire business network.

"Web enabling conference rooms in the hospitality arena as well as
offering hotel properties full voice, video and collaboration
under a WI-FI blanket represents a potential multi-million dollar
opportunity to Newport International," commented Cery Perle CEO of
Newport and GRCI. "V-Link will be a key partner for us a leading
provider of broadband and WI-FI solutions to this industry and we
are thrilled that they have chosen to partner with us."

V-Link is expected to begin marketing and implementing the
software to its clients immediately. Comments Abbas Sadriwalla,
CEO, V-Link, "Mobile business people have always been a key market
for technology solutions that help them stay connected to
colleagues and customers cost effectively. VoIP and Collaboration
Tools fall into this category of cost effective connectivity
solutions, and we are pleased to expand our range of third party
technologies with GRCI's web enabled conferencing software, which
allows mobile workers to share files and communicate via voice and
video simultaneously."

                  About V-Link Solutions, Inc.

Fort Lauderdale based V-Link Solutions is one of the fastest
growing WI-FI services companies in continental north America, and
is uniquely positioned within the WI-FI services market as a
complete solutions provider. V-Link is amongst a small handful of
companies to have its own proprietary WI-FI back end technology to
secure, monitor, manage and bill end users of WI-FI networks, a
technology it offers as a managed service. It also offers a menu
of innovative applications which work off WI-FI networks to
increase productivity and reduce costs, such as Site Logix for
hotels and resorts, VoIP applications for multiple verticals, and
kiosk solutions. V Link has a strong footprint within the
hospitality and travel industries and is now expanding
aggressively into other verticals and geographies.

      About Newport International Group, Inc. (OTCBB:NWPO)

Newport International Group Inc. --
http://www.newport-international-group.com/-- through its
subsidiary, GrassRoots Communications, Inc. (GRCI), provides
reliable, affordable web conferencing and collaboration
technology, previously affordable only to Fortune 500 companies.
Offering fast, real-time collaboration, video, and voice, GRCLive
saves time and improves the efficiency and effectiveness of
business communication. A free two-week trial period - found at
GRCLive.com -- offers the individual and small-business owner the
opportunity to become acquainted with GRCLive.

At March 31, 2004, Newport International Group's balance sheet
shows a stockholders' deficit of $1,261,896.


NRG ENERGY: Nelson Debtors To Sell Substantially All Assets
-----------------------------------------------------------
Debtors LSP-Nelson Energy, LLC, and NRG Nelson Turbines, LLC, own
a partially constructed, 1,180 megawatt gas-fired, combined cycle
electric generating facility, situated on approximately 90 acres
of land at 1311 Nelson Road in Nelson, Illinois.  The Nelson
Project's construction is 65% complete.

The Nelson Project was designed as a natural gas fired, combined
cycle, electric generating station, which presently contains one
gas turbine generator set, four supplemental-fired heat recovery
steam generators and four steam turbines -- the Turbine Assets.
The Turbine Assets are supported by numerous auxiliary energy
systems, which support the generation and delivery of electricity
-- the Auxiliary Assets.  The Nelson Entities entered into
certain executory contracts and own certain permits and the land
on which the facility is located -- the Project Support Assets.

The Nelson Project is not complete and, therefore, is not
operating.  Samuel S. Kohn, Esq., at Kirkland & Ellis, in New
York, relates that the Nelson Assets, which comprise of the
Turbine Assets, the Auxiliary Assets and the Project Support
Assets, have significant carrying costs and the completion of the
Nelson Project is not a viable option for the Nelson Debtors.

As of the Nelson Debtors' Petition Date, the Nelson Debtors had
secured debt amounting to not less than $1,081,000,000 pursuant
to a Credit Agreement dated May 8, 2001, among NRG Finance
Company I, LLC, the financial institutions from time to time
parties to the credit agreement as lenders, Credit Suisse First
Boston, New York Branch as Agent, and each of the other agents
and arrangers listed on the Loan Documents.  The Lenders have
asserted valid security interests in all of the assets, estates,
right, title and interest of the Nelson Debtors.

Notably, the Nelson Debtors have no equity in the Nelson Assets,
as the Lenders' Secured Claim far exceeds the estimated value of
the Nelson Assets.

In October 2003, the Nelson Debtors consulted their financial
advisors in an effort to evaluate their investment in the Nelson
Assets.  After extensive analysis, the Debtors determined that
the sale of the Turbine Assets on an individual basis would be
the prudent course under the circumstances.

The Debtors also determined that the disposition of the Nelson
Assets by an experienced liquidator familiar with these types of
assets would yield the highest recovery possible.  Accordingly,
with the Agent and the Lenders' consent, the Debtors sought and
obtained the Court's authority to engage Thomassen Amcot
International, LLC, as their broker for the limited purpose of
selling the Turbine Assets.  Thereafter, the Debtors and
Thomassen began marketing the Turbine Assets.  The marketing
efforts involved contacting directly well over 130 energy
industry related companies, including large power generation
companies, both in North America and overseas.

After engaging in extensive marketing efforts, the Nelson
Debtors, in consultation with the Agent, on the Lenders' behalf,
have determined that the sale of all of the Nelson Assets to one
or more buyers, subject to higher and better offers in accordance
with certain auction and bidding procedures would yield the
greatest recovery for their estates and creditors.

Accordingly, the Nelson Debtors ask the Court to approve the sale
of the Nelson Assets, free and clear of liens, claims and
encumbrances to the Successful Bidder.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

The company, along with its affiliates, filed for chapter 11
protection (Bankr. S.D.N.Y.  Case No. 03-13024) on May 14, 2003.
Debtors' counsel are James H.M. Sprayregen, P.C., Matthew A.
Cantor, Esq., and Robbin L. Itkin, Esq. of Kirkland & Ellis.
When the company filed for protection from its creditors, it
listed total assets of $10,310,000,000 and total liabilities of
$9,229,000,000.  (NRG Energy Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OM GROUP: Negotiating With Noteholders to Waive Covenant Defaults
-----------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) announced that it is in discussions
with the largest holders of its outstanding 9.25% Senior
Subordinated Notes due 2011 in order to obtain a waiver of
covenant defaults under the indenture governing the Notes. The
covenant defaults resulted from the company's delay in filing its
2003 Form 10-K and its 2004 first quarter Form 10-Q with the SEC.

As previously announced, the company has delayed filing its 2003
Form 10-K until the completion of an anticipated restatement of
its financial statements for 1999 through 2003 and resolution of
SEC comments on previous company filings. The restatement is the
result of an ongoing independent investigation by the company's
audit committee.

Under a default notice delivered by the indenture trustee for the
Notes, the noteholders (or the indenture trustee at the direction
of the noteholders) have the right under certain circumstances,
but are not obligated, to accelerate payment of the Notes after
July 4, 2004 since the company did not file its 2003 Form 10-K by
that date. Defaults under the indenture can be waived by holders
of a majority in aggregate principal amount of the Notes.

As a result of recent discussions with the company, several large
holders, including the largest holder of the company's Notes, have
furnished waivers of all covenant defaults under the indenture
relating to delayed SEC filings until October 31, 2004. On the
basis of its discussions with these and other holders, the company
believes it will be able to obtain similar waivers from additional
holders and in doing so reach the majority threshold required.
While discussions to date have included only the largest holders,
the company anticipates paying a fee to all noteholders in
connection with obtaining these waivers. The company paid the
scheduled interest payment on the Notes that was due on June 15,
2004, from its existing cash without incurring any additional
borrowing.

The company also has been discussing these matters with its
lenders participating in its revolving credit facility and expects
to receive a waiver from those lenders regarding the delay in
filing the 2003 Form 10-K and related matters once the company has
received waivers from the majority of the noteholders. As a result
of preliminary discussions with a lender, the company has been
informally presented with terms through which the company could
pay off the Notes should the need arise.

The conversations with noteholders and lenders have primarily
focused on:

Audit Committee Investigation and Financial Restatements. The
investigation by the company's audit committee is nearing
completion, and the independent audit associated with the
restatement process is progressing concurrently with the
investigation. The company currently anticipates that the
restatement will be completed and its 10-K will be filed by
October 31, 2004.

Current Operating Outlook. The company remains on track to deliver
2004 second-quarter results that, as indicated in its May 4, 2004
press release, will be significantly improved from a year ago, but
lower than the 2004 first-quarter results due to planned routine
maintenance shut-downs of the company's cobalt and nickel
refineries, and reduced available quantities of lower-cost cobalt
inventory. The company continues to benefit from strong conditions
in its cobalt and nickel markets. Cobalt prices remain firm at
around $24 per pound. Nickel prices, while lower earlier in the
second quarter, have increased to approximately $6.70 per pound.
The company currently plans to produce 9,100 metric tons of
refined cobalt and 52,500 metric tons of nickel in 2004, compared
to 8,100 metric tons and 51,000 metric tons, respectively, in
2003. The company anticipates its cash on hand at June 30, 2004
will be $46 million after interest payments on the Notes and
payments that the company was contractually obligated to make
under the terms of the Precious Metals sales agreement.

Class-Action Lawsuit. The class-action lawsuit, filed in November
2002 relating to the decline in the company's stock price after
the third quarter 2002 earnings announcement, has been expanded to
include the full restatement period and now also includes the
company's independent auditors, Ernst & Young, as a defendant.

               About OM Group, Inc.

OM Group is a leading, vertically integrated international
producer and marketer of value-added, metal-based specialty
chemicals and related materials. Headquartered in Cleveland, Ohio,
OM Group operates manufacturing facilities in the Americas,
Europe, Asia, Africa and Australia. For more information, visit
the company's Web site at http://www.omgi.com/


OMNE STAFFING: Trustee Wants to Continue David Cohen's Employment
-----------------------------------------------------------------
Charles M. Forman, Trustee for Omne Staffing, Inc.'s chapter 11
cases wants to continue David Cohen's employment to assist him in
the administration of the Debtors' estates.

The Trustee, in the exercise of his business judgment, believes
that it would be in the best interest of the Debtors' estates for
Mr. Cohen to continue providing consulting services on an ongoing
basis.

Accordingly, the Chapter 11 Trustee asks the U.S. Bankruptcy Court
for the District of New Jersey to authorize Mr. Cohen's employment
to assist the Trustee in working to resolve substantial issues
concerning workers compensation claims against the Debtors and
other related issues.

Michael E. Holt, Esq., at Forman Holt & Eliades, LLC reports that
it is estimated Mr. Cohen's services will require no more than 100
additional hours of time. At the agreed upon rate of
$200 per hour for Mr. Cohen's services, that would result in
additional fees of no more than $20,000.

Headquartered in Cranford, 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: Asks to Hire TRG as Restructuring Consultants
------------------------------------------------------------
Omni Facility Services, Inc., and its debtor-affiliates want
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ TRG, Inc., as their independent
contractor to provide them management and consulting services.
John Harrington will act as the Debtors' Chief Restructuring
Officer.

The Debtors tell the Court that TRG is one of the country's
leading turnaround and crisis management firms. The firm's
extensive and expertise in managing troubled companies and
facilitating successful "going concern" sales of the assets of
distressed companies.

TRG will provide these non-exclusive services to the Debtors:

   a) service by Mr. Harrington as the CRO;

   b) management of Omni's day-to-day operations and oversight
      of the other Debtors' managers;

   c) oversight of the management of the Debtors' cash;

   d) advice to Omni's Board of Directors on the performance of
      the business on a regular basis or as requested and
      recommend actions to improve the value of the Debtors;

   e) general financial advice as it pertains to the Debtors'
      chapter 11 cases; and

   f) any and all matters that may arise from time to time in
      association with the engagement.

TRG's professional fees range from $175 to $475 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: Mediator Francis McGovern Walks Away
---------------------------------------------------
At a status conference on June 10, 2004, the Owens Corning
Debtors advised the Court that Professor Francis McGovern has
resigned as the mediator in their cases.

However, Joseph Rice, Esq., at Ness Motley, Loadholt, Richardson
& Poole, in Charleston, South Carolina, the lead negotiator for
asbestos victims with outstanding claims, qualifies that Prof.
McGovern's resignation is unrelated to the several requests for
his ouster.

Prof. McGovern had said he "had done all he could," Laurence
Viele at Bloomberg News reports Mr. Rice said.  "There's no
reason for a mediator."  Prof. McGovern, according to Mr. Rice,
had indicated last month that he would not work on the Debtors'
cases after most parties had reached common ground.

Kensington's counsel, Isaac Pachulski, Esq., at Stutman, Treister
& Glatt, in Los Angeles, California, believes that Prof. McGovern
was affected by the controversy.

"We view the fact he is resigning only after we filed our motion
as telling," Mr. Viele reports Mr. Pachulski said.

Kensington and Springfield will continue to seek the disgorgement
of $2,000,000 that Prof. McGovern received for his mediation
services.

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: Court Disallows 75 Ordinary Course Liability Claims
----------------------------------------------------------------
Pacific Gas and Electric Company objects to 104 asserted claims,
which constitute ordinary course liability under the Confirmed
Reorganization Plan.  The Ordinary Course Liability Claims assert
either:

   (a) postpetition liability for services, breach of contract or
       tort obligations of the Debtor;

   (b) postpetition liabilities related to the Debtor's power
       procurement activities; or

   (c) claims related to the California Department of Water
       Resource's postpetition procurement of power on behalf of
       the Debtor.

Under the Plan, Ordinary Course Liabilities are to be paid in
full and performed in the ordinary course of business.  Disputed
Ordinary Course Liabilities are to be determined, resolved, or
adjudicated in the ordinary course of business in a manner as if
the Debtor's Chapter 11 case had not been commenced.

The Ordinary Course Liabilities will not be deemed Allowed Claims
as of the Plan effective date.  Accordingly, the Ordinary Course
Liabilities will not be paid on the Effective Date.  Rather, the
Ordinary Course Liabilities will be paid or otherwise satisfied
in the Debtor's ordinary course of business and under applicable
law.

Furthermore, after a review of the Claims, PG&E determined that,
to the extent that each Claim asserts administrative status,
there is no basis for it.  The Claims fail to provide any support
for, let alone establish, that they are entitled to
administrative expense treatment under Section 503(b)(1) of the
Bankruptcy Code.

At the Debtor's request, the Court disallows 75 Ordinary Course
Liability Claims in full, which will be satisfied in the ordinary
course of the Debtor's business at a time and manner as the
Debtor is obligated to satisfy, under applicable law.

The disallowed Ordinary Course Liability Claims include:

  Claimant                            Claim No.    Claim Amount
  --------                            ---------    ------------
  Wayne Behrens                          3815               N/A
  Duke Energy Oakland, LLC                  -          $593,773
  Gene Durand                             669               N/A
  Dynergy Power Marketing, Inc.             -         2,915,798
  Quality Stores, Inc.                      -               N/A
  Reliant Energy Services                   -                 0
  San Diego Gas & Electric Company          -           Unknown
  Southern California Edison Company        -         2,364,379
  David A. Tribble                          -            87,441
  Victoria Sandoval Khan                    -               N/A
  Williams Energy Services                  -        60,315,958

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)


PEGASUS SATELLITE: Asks Court to Okay Employee Retention Program
----------------------------------------------------------------
The Pegasus Satellite Communications, Inc. Debtors' management
consists of highly regarded industry veterans who have significant
knowledge of their operations and of key factors for success in
the Direct Broadcast Satellite business.  The managers, who make
the day-to-day decisions that determine the operating
profitability of the Debtors, are extremely valuable not only to
the Debtors but also to other players in those markets.

Traditionally, the Debtors have been able to hire and retain the
best and brightest managers through competitive salaries and
benefit programs, as well as an employee-friendly work
environment.  However, due to the increased responsibility of the
Debtors' employees and the heightened uncertainties associated
with the Chapter 11 cases and the Litigation, many of the
Debtors' management employees are considering alternative
employment.

In particular, the Debtors' employees are well aware of the high
stakes of the Debtors' litigation against DirecTV, Inc., and the
National Rural Telecommunications Cooperative.  Accordingly, many
of the Debtors' management personnel are extremely concerned
about their job security.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, tells Judge Haines that the NRTC's purported
notice of termination effective as of August 31, 2004 made most
employees believe that they will be out of work by the end of
summer and that they have no choice but to consider alternative
employment.

Without the safety net of an employee retention plan, Mr. Keach
asserts that the Debtors will likely face a mass exodus of
employees.  Given the attacks on the Debtors' business, the
Debtors need to maintain the infrastructure of their business
through the ongoing efforts of their existing employees.

To provide a measure of security and certainty to management
employee participants, the Debtors, hence, seek the Court's
authority to implement and make payments pursuant to an employee
retention plan.  Mr. Keach stresses that given the ongoing
campaign by DirecTV and the NRTC against the Debtors and the
pending Litigation, the Employee Retention Plan is absolutely
critical to the Debtors' ability to retain their management
employees.

                   The Employee Retention Plan

The Debtors' compensation consultants, Hewitt Associates, LLC,
reviewed current levels of compensation for the Debtors'
management employees and concluded that it is comparable to the
existing marketplace.  The Debtors asked Hewitt to develop the
Employee Retention Plan.  The Employee Retention Plan covers 100
management employees with responsibilities relating to the
Debtors' satellite division.  There are 29 management employees
in the Debtors' broadcast division who are not covered under the
Employee Retention Plan since those managers are not as affected
as the Debtors' satellite division managers by DirecTV and the
NRTC's egregious conduct and the Litigation.

The Employee Retention Plan provides for a variety of incentives
and benefits to the Debtors' 100 management employees, with
responsibilities relating to the Debtors' satellite division.
The 100 management employees comprise of:

   -- 49 managers,
   -- 33 directors,
   -- nine vice presidents,
   -- one senior vice president, and
   -- eight senior officers.

The Employee Retention Plan consists of three components -- the
monthly award component, the retention award component, and the
severance component.  The term of the Employee Retention Plan is
from July 1, 2004 through June 30, 2005.

                     Monthly Award Component

The Monthly Award Component of the Employee Retention Plan is
geared at providing the Covered Employees with a moderate level
of guaranteed incentive on a monthly basis over the course of the
Retention Period.  The monthly incentive amount is equal to 1/12
of the Covered Employees' individual prepetition annual target
amount for fiscal year 2004 under the Debtors' existing Corporate
and Satellite Short-Term Incentive Plan.  At the end of each
month, the Covered Employees under the Monthly Award Component
will receive the greater of:

    (i) the amount actually earned under the Debtors' existing
        Short-Term Incentive Plan; or

   (ii) the Monthly Incentive Amount.

The Debtors estimate that the monthly cost for the monthly award
component is $261,000, which is about $1 million cheaper, per
annum, than the three-tiered Short-Term Incentive Plan.

                    Retention Award Component

Under the Retention Award Component, the Covered Employees are
awarded certain amounts for continuing in the Debtors' employ
through the Retention Period.  Amounts awarded under the
Retention Award Component are credited into a pool on a monthly
basis -- on the first day of each month -- in an amount based on
this schedule:

Level               07/01/04 - 08/01/04       09/01/04 - 12/01/04
-----               -------------------       -------------------
Manager       1.25 weeks of base salary    1 week of base salary
Director       2.5 weeks of base salary    2 weeks of base salary
Vice Pres.       5 weeks of base salary    4 weeks of base salary
Senior VP      7.5 weeks of base salary    6 weeks of base salary
Senior Officer  10 weeks of base salary    8 weeks of base salary

Level               01/01/05 - 02/01/05       03/01/05 - 06/01/05
-----               -------------------       -------------------
Manager      0.625 week of base salary   0.5 week of base salary
Director      1.25 weeks of base salary    1 week of base salary
Vice Pres.     2.5 weeks of base salary    2 weeks of base salary
Senior VP     3.75 weeks of base salary    3 weeks of base salary
Senior Officer   5 weeks of base salary    4 weeks of base salary

Accrued account balances under the Retention Award Component will
be paid to the Covered Employees as of December 31, 2004 and
June 30, 2005.  However, the accrued balances may be paid out
earlier in the event of:

    (i) an involuntary employment termination other than for
        cause; or

   (ii) the Debtors' emergence from bankruptcy.

If a Covered Employee voluntarily terminates his or her
employment prior to payout, that employee will forfeit all
amounts not yet paid under the Retention Award Component.

Based on the current number of Covered Employees, the Debtors
estimate that the aggregate payment under the Retention Award
Component on December 31, 2004 is $3,686,000.  From December 31,
2004 through June 30, 2005, the Debtors anticipate that they may
have to re-evaluate their staffing needs.  Thus, the Debtors are
unable to ascertain the approximate cost of the retention award
component.  However, based on the current number of Covered
Employees, the estimated aggregate payout under the Retention
Award Component on June 30, 2005 is $1,843,000.

                        Severance Component

Pursuant to the Severance Component, the Covered Employees are
guaranteed a certain payout upon involuntary termination for
reasons other than unsatisfactory performance.  Minimum severance
payouts under the Severance Component are:

             Employee Level              Minimum
             --------------              -------
             Manager                   6.5 weeks
             Director                   13 weeks
             Vice President             26 weeks
             Senior Vice President      39 weeks
             Senior Officer             52 weeks

The severance amounts represent about one-half of the severance
amounts that each employee ordinarily would have received under
the Debtors' prepetition severance policy, which was at a
competitive market level.  The Debtors estimate that the maximum
cost for the Severance Component -- if all of the Covered
Employees were terminated -- is $3,686,000.

The Debtors want to pay the Severance Component on an
administrative expense basis.  Payment under that component would
be conditioned on each Covered Employee executing a valid release
of all claims arising out of that employee's employment or
termination, in a form satisfactory to the Debtors.  The
Severance Component will supersede any prepetition severance
plans for the Covered Employees.

            Employee Retention Plan Must be Approved

Mr. Keach contends that even if the Debtors are unsuccessful in
the Litigation and can no longer provide DirecTV programming to
their subscribers, it is essential to have the Debtors' current
infrastructure in place to enable them to venture into projects
and to offer services comparable to the ones provided with
respect to DirecTV.  The Debtors cannot afford to lose any of
their key personnel at this critical time.  Therefore, the
Employee Retention Plan must be approved.

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


PURELY SUPREME: Selling Assets at Auction on July 14
----------------------------------------------------
Purely Supreme Foods, L.L.C., is selling its refrigerated side
dish processing business at action on July 14, 2004.  The opening
bid will be $2,690,528 and bidding will continue in $50,000
increments.  Purely Supreme owns a patented process using a steam-
cook-chill procedure in a modified atmosphere that results in
better taste and texture and a higher price point on the retail
shelf.  The sale includes the Debtor's intellectual property and a
35,000 square-foot leased plant that can produce 15 million pounds
of potato products annually.

Bids must be delivered to the Company by the close of business on
Monday, July 12, 2004.  For detailed information, contact:

          Bill Fehr
          Purely Supreme Foods, L.L.C.
          800 N. Main St., Suite 200
          Meridian, ID 83642
          Telephone (208) 888-3791
          bill@PurelySupremeFoods.com

Purely Supreme Foods, L.L.C., aka Redi Foods, LLC, filed for
chapter 11 protection on March 25, 2004 (Bankr. D. Id. Case No.
04-40606) to halt a levy.  Eric L. Olsen, Esq., at Racine, Olson,
Nye, Budge & Bailey, Chartered, in Pocatello, Idaho, represents
the company.  When the company filed for bankruptcy protection it
estimated its total assets at less than $10 million to total debts
at more than $10 million.


RCN CORP: Shuman Wants Stay Lifted To Collect $200K Settlement
--------------------------------------------------------------
Jennifer Shuman asks the Court to lift the automatic stay to
allow her to proceed with her settlement with Debtor RCN
Corporation's insurer.

Pursuant to the New Jersey Law Against Discrimination, Ms. Shuman
filed a gender and pregnancy discrimination case against RCN
Corp. with the Law Division, State of New Jersey, County of
Middlesex.  On March 22, 2004, the parties reached a settlement
for $200,000.

Ms. Shuman's counsel, Neal M. Unger, relates that RCN Corp.
maintains insurance coverage under an Employment Practices
Liability Insurance Policy with American International Insurance
Group Company, National Union Fire Insurance Company of
Pittsburgh, PA.  This policy provides coverage for Ms. Shuman
with regards to the settlement.  Furthermore, AIG has agreed to
pay the full amount of the monetary settlement to Ms. Shuman.

"Lifting the automatic stay and permitting Ms. Shuman's
settlement to proceed is reasonable since no sums are to be paid
by the Debtors, and therefore, there is no impairment of the
bankruptcy estate," Mr. Unger explains.

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)


REVLON INC: Most 12% Senior Noteholders Consent to Amend Indenture
------------------------------------------------------------------
Revlon, Inc. (NYSE: REV) and its wholly-owned subsidiary, Revlon
Consumer Products Corporation, together announced that, in
connection with the tender offer and consent solicitation by RCPC
with respect to any and all of RCPC's 12% Senior Secured Notes due
2005, approximately 82% of the total issued and outstanding
principal amount of the 12% Notes have been validly tendered,
representing a sufficient number of consents to certain amendments
to the indenture. RCPC also indicated that, in order to allow
holders of the 12% Notes additional time in light of the July 4th
holiday weekend, it is extending the deadline for tendering and
receiving the full tender consideration with respect to the 12%
Notes from 5:00 PM EDT on July 6, 2004 to 5:00 PM EDT on July 8,
2004. In connection with extending the Early Consent Date, RCPC
has also extended the date on which it will set the price for the
12% Notes from 2:00 PM EDT on July 6, 2004 to 2:00 PM EDT on July
8, 2004.

The amendments to the indenture will eliminate substantially all
of the restrictive covenants contained in the indenture governing
the 12% Notes and release the guarantees of RCPC's obligations,
and the collateral securing the obligations of RCPC and the
guarantors, under the indenture. The supplemental indenture
incorporating the amendments, as described in the Offer to
Purchase for Cash and Consent Solicitation dated June 22, 2004
will not become operative unless RCPC's tender offer for the 12%
Notes is consummated in accordance with its terms.

This press release announces the Withdrawal Deadline, as described
in the Offer to Purchase; accordingly, holders who have validly
tendered 12% Notes as of this time are no longer permitted to
withdraw their 12% Notes and the related consents. In addition,
holders who tender 12% Notes between now and the July 21, 2004
expiration date of the tender offer will not be permitted to
withdraw their 12% Notes and the related consents.

Holders of the notes can obtain copies of the offer to purchase
and related materials from D.F. King & Co., Inc., the Information
Agent, at (800) 949-2583 (toll free) or (212) 269-5550 (collect).
Citigroup Global Markets Inc. is acting as Dealer Manager.
Questions regarding the solicitation can be addressed to Citigroup
at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Holders
of the 12% Notes may obtain a hypothetical quote of the
consideration to be paid by calling either the Dealer Manager or
the Information Agent. In addition, promptly following the final
calculation of the consideration for the 12% Notes, the Company
will publicly announce, by press release, the pricing information.

None of Revlon, RCPC, Citigroup or the Information Agent makes any
recommendations as to whether or not holders should tender their
notes pursuant to the tender offer and no one has been authorized
by any of them to make such recommendations. Holders must make
their own decisions as to whether to tender notes and, if so, the
principal amount of notes to tender.

                    About Revlon

Revlon is a worldwide cosmetics, fragrance, and personal care
products company. The Company's vision is to deliver the promise
of beauty through creating and developing the most consumer
preferred brands. Websites featuring current product and
promotional information can be reached at http://www.revlon.com
and http://www.almay.com/Corporate investor relations information
can be accessed at http://www.revloninc.com/

At March 31, 2004, Revlon Inc.'s consolidated balance sheet shows
a stockholders' deficit of $956.4 million compared to a deficit of
$1.72 billion at December 31, 2003.


SIX FLAGS: Will Make PIERS Dividend Distribution on August 15
-------------------------------------------------------------
Six Flags, Inc. (NYSE: PKS and PKSPrB) announced it has fixed
August 1, 2004 as the record date for payment of a dividend for
the quarter ending August 15, 2004 to the holders of its Preferred
Income Equity Redeemable Shares, each such PIERS representing one
one-hundredth of a share of the Company's 7 1/4 % Convertible
Preferred Stock. Payment of the dividend, which will be paid 100%
in cash, will be made on August 15, 2004. The dividend will
aggregate $.453125 per PIERS.

               About Six Flags

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

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

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


SPIEGEL: Wants Court Nod To Set Up New Hampton Bidding Procedures
-----------------------------------------------------------------
The Spiegel Group Debtors ask the Court to approve these bidding
procedures for the sale of New Hampton Realty Corp., Inc.'s real
property in Hampton, Virginia:

   (a) Qualified Overbids

       The Debtors have agreed with American Port Services, Inc.,
       to require an initial Qualified Overbid of greater than:

        (i) $2,000,555 -- which amount represents the sum of:

            * $1,898,100, the Purchase Price payable by American
              Port;

            * $47,455, the Break-up Fee; and

            * $55,000, the amount of the Initial Overbid
              Increment, plus

       (ii) all other consideration to New Hampton under the
            Purchase Agreement.

   (b) Delivery of Overbid and Good Faith Deposit

       A Qualified Overbidder who desires to make a bid must
       deliver its good faith deposit via wire transfer to
       Account No. 3752186004 at Bank of America in Dallas,
       Texas, ABA No. 111000012, Account Name: Spiegel, Inc., in
       an amount equal to or greater than $292,265 -- which
       amount represents the sum of:

       * $189,810 -- the amount of the Down Payment; plus
       * $47,455 -- the amount of the Break-up Fee; plus
       * $55,000 -- the Initial Overbid Increment,

       and must deliver a copy of its Required Bid Documents to
       each of:

       * Shearman & Sterling LLP
         599 Lexington Avenue
         New York, New York 10022
         Attention: Jill Frizzley, Esq.
                    jfrizzley@shearman.com

       * Bouhan, Williams & Levy LLP
         The Armstrong House
         447 Bull Street
         Savannah, Georgia 31401
         Attention: John G. Lientz, Esq.
                    jglientz@bouhan.com

       * New Hampton Realty Corp.
         c/o Spiegel, Inc.
         3500 Lacey Road
         Downers Grove, Illinois 60515-5432
         Attention: Terry Pieniazek
                    terry_pieniazek@spgl.com

       * Keen Realty LLC
         60 Cutter Mill Road, Ste.
         407 Great Neck, New York 11021
         Attention: Harold Bordwin
                    hbordwin@keenconsultants.com
                    Craig Fox
                    cfox@keenconsultants.com

       * CB Richard Ellis Inc.
         150 West Main Street, Suite 1100
         Norfolk, Virginia 23510
         Attention: Pat Mugler
                    pat.mugler@cbre.com
                    Gresham Wall
                    gresh.wall@cbre.com

       * Chadbourne & Parke LLP
         Counsel to the Creditors Committee
         30 Rockefeller Plaza
         New York, New York 10112
         Attention: David M. LeMay, Esq.
                    dlemay@chadbourne.com

       * Kaye Scholer LLP
         Counsel to the postpetition secured lenders
         425 Park Avenue
         New York, New York 10022
         Attention: Gary B. Bernstein, Esq.
                    gbernstein@kayescholer.com

       so as to be received not later than September 9, 2004 at
       4:00 p.m.

   (c) Auction

       If the Debtors determine, in consultation with their
       professionals and the Creditors Committee, that one or
       more Qualified Overbids has been timely tendered, the
       auction, if required, will commence at 10:00 a.m. on
       Wednesday, September 15, 2004, before the Honorable
       Cornelius Blackshear, United States Bankruptcy Judge for
       the Southern District of New York, United States
       Bankruptcy Court, at Courtroom 601, One Bowling Green, in
       New York or at a later time as determined by the Court.

   (d) Determination of the Highest and Best Bid

       At the conclusion of the auction, the Debtors will, in
       consultation with the Creditors Committee:

       * review each Qualified Overbid on the basis of financial
         and contractual terms and other factors relevant to the
         sale process, including those factors affecting the
         speed and certainty of consummating the Sale; and

       * identify the successful bid and the second highest and
         best offer for the purchase of the New Hampton Property.

       The Debtors may, in consultation with the Creditors
       Committee:

       * determine which Qualified Overbid, if any, is the
         highest or otherwise best offer; and

       * reject, at any time before the Court enters an order
         approving a Qualified Overbid, any bid -- other than
         that of American Port -- that they determine to be:

           (i) inadequate or insufficient;

          (ii) not in conformity with the requirements of the
               Bankruptcy Code, the Bidding Procedures or the
               terms and conditions of the Purchase Agreement; or

         (iii) contrary to New Hampton's or the Debtors' best
               interests, their estate and their creditors.

   (e) The Sale Hearing

       A hearing to approve the sale of the New Hampton Property
       to American Port or, alternatively, to the Successful
       Bidder will be conducted immediately following the auction
       on September 15, 2004 at 10:00 a.m., before the Honorable
       Cornelius Blackshear, or at a later time as determined by
       the Court.

       If the Successful Bidder fails to consummate an approved
       sale, after the Sale Hearing, because of a breach or
       failure to perform on the part of the Successful Bidder,
       the Back-up Bid, as disclosed at the Sale Hearing, will be
       deemed to be the Successful Bid and the Debtors will be
       authorized, but not required, to consummate the sale with
       the Back-up Bidder without further Court order.

   (f) Failure to Close

       If any sale of the Property to a Qualified Overbidder
       other than American Port fails to close for any reason and
       American Port has made the next to highest and best bid,
       then it will purchase the Property on the terms and
       conditions set forth in the Purchase Agreement -- except
       the Closing Date will be extended for a reasonable period
       of time, not to exceed 30 days, to allow American Port to
       complete the purchase -- and at the final purchase price
       bid by American Port at the auction, without requiring
       further Court Approval.

   (g) Return of Good Faith Deposit

       The Good Faith Deposits of all Qualified Overbidders will
       be retained by the Debtors and all Qualified Overbids will
       remain open and irrevocable until the Closing of a Sale,
       provided, however, that if no Closing of a Sale occurs on
       or before 90 days after the Sale Hearing, the Debtors will
       return each of the Good Faith Deposits to the Overbidder
       that made the Good Faith Deposit.  If a Successful Bidder
       fails to consummate an approved sale because of a breach
       or failure to perform on the part of the Successful
       Bidder, the Debtors will not have any obligation to return
       the Good Faith Deposit, and the Good Faith Deposit
       irrevocably will become New Hampton's property and will
       not be credited against the purchase price of the
       subsequent buyer.

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)


STEWART ENTERPRISES: Fitch Affirms Senior Notes' Low-B Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Stewart Enterprises Inc.
as follows:

          --Senior secured bank credit facility 'BB+';
          --Senior subordinated notes 'BB-'.

The affirmation reflects recently stabilized trends in the funeral
and cemetery segment, further debt reduction and recent
improvement in profit margins due to price increases, and cost
reduction resulting from a restructuring program. Fitch believes
that the mortality rate should generally trend upwards due to
projected demographic changes. Cemetery sales will be cyclical.
Concerns remain about the gradual trend toward lower-priced
cremations and the effect this may have on Stewart's profit
margins and cemetery business.

Simultaneously, Fitch is withdrawing all ratings and will no
longer provide analytical coverage of the issuer due to the lack
of market interest.


SURFSIDE RESORTS: Gets Okay to Hire Walter Snell as Attorney
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
its stamp of approval to Surfside Resorts and Suites, Inc., to
hire Snell & Snell, P.A. as its attorney.

Walter J. Snell, Esq., will lead the team in providing services to
the Debtor. The Debtor expects the firm to:

   a) advise and counsel the debtor-in-possession concerning the
      operation of its business in compliance with Chapter 11
      and order of this Court;

   b) prosecute and defend any cause of action on behalf of the
      debtor-in-possession;

   c) prepare, on behalf of the debtor-in-possession, all
      necessary applications, motions, reports and other legal
      papers;

   d) assist in the formulation of a plan of reorganization and
      preparation of a disclosure statement; and

   e) provide all other services of a legal nature.

Mr. Snell will bill the Debtor his current hourly rate of $225 per
hour.

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.


TANGO INC: Secures Global Apparel & Footwear Company Contract
-------------------------------------------------------------
Tango Incorporated (OTCBB:TNGO) announced that it has completed
the initial shipment for its new client -- a well-known, global
apparel and footwear company -- whose name the Company has elected
to not disclose at this time for competitive reasons.

This particular client was brought on board by Tango's new
executive sales team, which was formed specifically to increase
the Company's revenue in 2004. The client has indicated to Tango
Pacific, Tango Incorporated's garment manufacturing subsidiary,
that it is interested in purchasing over $705,000 worth of
production per quarter, renewable for several quarters.

According to Todd Violette, Chairman and COO of Tango
Incorporated, "The significant turnaround that we initiated last
year and the Company's investment in a new executive sales team is
beginning to pay off, as is illustrated by the landing of this new
client, which ranks among the top five in the apparel and footwear
business. I'm confident that our new team will continue to parlay
the strong reputation Tango Pacific has established in the
screenprinting industry into more business and increased revenues.
The Company has taken the necessary steps to bring increased value
to our shareholders. This new client, along with other new
business that we are anticipating, has moved us closer to the
Company's goal of being profitable by the fourth quarter of our
FY2004."

                     About Tango

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


TEENFORM ASSOCIATES: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Teenform Associates, L.P.
        237 South Street
        Morristown, New Jersey 07960

Bankruptcy Case No.: 04-32379

Chapter 11 Petition Date: July 6, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Morris S. Bauer, Esq.
                  Ravin Greenberg PC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068-1028
                  Tel: 973-226-1500

Estimated Assets: $1 Million to $10 Million

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

Debtor's 8 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Strategic Alliance Realty                   $54,844

Realty Management Associates, LP            $25,582

Petillo Enterprises                         $23,879

Berger & Bornstein                          $21,649

Hamilton Group                              $18,842

Northeast Fire Protection, Inc.              $7,280

Ritter & Plante Associates, LLC              $1,250

Rasmussen Construction                         $897


TOP BON LLC: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Top Bon, LLC
             24 North Bryn Mawr Avenue, Suite 265
             Bryn Mawr, Pennsylvania 19010

Bankruptcy Case No.: 04-28574

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Top Bon of Mall at Robinson, LLC        04-28575
      Top Bon of Monroeville Mall, LLC        04-28576

Type of Business: The Debtor operates fast food cinnamon bun
                  bakeries.

Chapter 11 Petition Date: June 29, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtors' Counsel: John M. Steiner, Esq.
                  Leech Tishman Fuscaldo & Lampl LLC
                  Citizens Bank Building, 30th Floor
                  525 William Penn Place
                  Pittsburgh, PA 15219
                  Tel: 412-261-1600

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Top Bon, LLC                 $500,000 to $1 M   $1 M to $10 M
Top Bon of Mall at Robinson  $0 to $50,000      $0 to $50,000
Top Bon of Monroeville Mall  $0 to $50,000      $0 to $50,000

A. Top Bon, LLC's 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Citizens Bank                              $199,000

National City Bank                          $50,000

Cinnabon, Inc.                              $38,000

B. Top Bon of Mall at Robinson's 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Duquesne Light                                 $658

B.E. Refrigeration                             $596

Verizon                                        $397

Roto-Rooter                                    $257

Columbia Gas of Pennsylvania                    $64

Forest City Enterprises                     Unknown

C. Top Bon of Monroeville Mall's 4 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Monroeville Mall Merchants                   $4,590

Mike the Balloon Guy                           $625

Keystone Electrical Systems                    $571

Verizon                                        $514


TORCH RIVER: Executes Drilling Program on High Rock Island
----------------------------------------------------------
Torch River Resources Ltd. announced that the proposed 2000 meter
drilling program on High Rock Island commenced July 7, 2004. High
Rock Island is located 150 kilometres north of Winnipeg, Manitoba.
Work begins on the Juniper Vein known from six previous drill
holes to have values up to three ounces of gold per ton. The
Juniper Vein is ten to twenty meters wide and is open at length.

The drilling services are provided by a company controlled by
Ronald Burko, who is an officer and director of Torch.

At April 30, 2004 Torch River Resources, Ltd.'s balance sheet
shows a deficit of C$358,354 as compared to a deficit of C$222,107
at April 30, 2003.


TROPICAL SPORTSWEAR: Names 3 Executives to Lead New Business Units
------------------------------------------------------------------
Tropical Sportswear International Corporation (Nasdaq:TSIC), a
designer, producer and marketer of high-quality branded and
retailer private branded apparel, has named senior executives to
lead three new strategic business units designed to better serve
the Company's customers.

Richard J. Domino, President of TSI, said that the formation of
these strategic business units and the designation of these
executives to head them, would position the company to provide
customers with access to innovative products and marketing
solutions made possible by TSI's extensive experience and
expertise.

"A key part of the growth of our Company will be transitioning
from a manufacturing to a marketing driven business model," said
Domino. "Having improved our financial position recently, we are
now focusing on identifying opportunities to deliver greater value
to our customers."

John T. Berg, Jr. has been named Senior Vice President, General
Manager of the Branded division which includes the Savane brand.
Mr. Berg, with over 25 years of experience in the apparel
business, joined TSI in a sales position in 1994. He later became
a Vice President and Regional Sales Director and, in 2002, was
promoted to Senior Vice President of Sales for the Savane
division. Prior to joining TSI, Mr. Berg was a buyer and
merchandiser with May Corporation. He has a BS in Marketing from
Indiana University.

Frank D. Keeney has been named Senior Vice President, General
Manager of TSI's Private Brand division. With over 27 years
experience in the apparel industry, Mr. Keeney has been Senior
Vice President of Sales for Private Brand and was previously
Senior Vice President of Sales of the Duck Head division. Prior to
working at TSI, he held positions with Haggar Corporation, Arrow,
and IZOD, where he was Executive Vice President of Sales &
Marketing of IZOD Menswear. He has a BA in Economics from Ithaca
College.

Steven S. Barr has been named Senior Vice President, General
Manager of the Mass Merchant division. With over 15 years
experience in the apparel industry, he has held several positions
at TSI since 1989, most recently as Senior Vice President of Sales
and Marketing and previously as a Key Account Manager and Vice
President of Sales for Farah Incorporated. Prior to joining the
company, Mr. Barr was with Dean Witter for five years. He has a BA
degree in Accounting from Texas Tech University.

"The depth of experience these three individuals possess is
impressive and will be supported by market research and product
innovation," Domino continued. "We are developing ways to leverage
our deep-rooted expertise to help our customers better manage
brands through strategies designed to create and increase demand
for products, accelerate inventory turnover and achieve higher
margins. Through the use of these business units, these executives
and their teams, and the resources available to them, we will be
able to provide outstanding value to our customers."

TSI is a designer, producer and marketer of high-quality branded
and retailer private branded apparel products that are sold to
major retailers in all levels and channels of distribution.
Primary product lines feature casual and dress-casual pants,
shorts, denim jeans, and woven and knit shirts. Major owned brands
include Savane, Farah, Flyers(TM), The Original Khaki Co., Bay to
Bay, Two Pepper, Royal Palm, Banana Joe, and Authentic Chino
Casuals. Licensed brands include Bill Blass and Van Heusen.
Retailer national private brands that we produce include Puritan,
George(TM), Member's Mark, Sonoma, Croft & Barrow, St. John's Bay,
Roundtree & Yorke, Geoffrey Beene, Izod, and White Stag. TSI
distinguishes itself by providing major retailers with
comprehensive brand management programs and uses advanced
technology to provide retailers with customer, product and market
analyses, apparel design, and merchandising consulting and
inventory forecasting with a focus on return on investment.

                         *   *   *

In its Form 10-Q for the quarterly period ended April 3, 2004,
Tropical Sportswear International Corporation reports:

"On June 6, 2003, we renewed our revolving credit line. The
Facility provides for borrowings of up to $95 million, subject to
certain  borrowing base limitations. Borrowings under the Facility
bear variable rates of interest based on LIBOR plus an applicable
margin (5.6% at April 3, 2004), and are secured by substantially
all of our domestic assets. The Facility matures in June 2006. The
Facility contained significant financial and operating covenants
if availability under the Facility falls below $20 million. These
covenants include a consolidated fixed charge ratio of at least
.90x and a ratio of consolidated funded debt to consolidated
EBITDA of not more than 5.25x. The Facility also includes
prohibitions on our ability to incur certain additional
indebtedness or to pay dividends, and restrictions on our ability
to make capital expenditures.

"The Facility contains both a subjective acceleration clause and a
requirement to maintain a lock-box arrangement, whereby
remittances from customers reduce borrowings outstanding under the
Facility. In accordance with Emerging Issues Task Force 95-22,
"Balance Sheet Classification of Borrowings Outstanding under
Revolving Credit Agreements That Include Both a Subjective
Acceleration Clause and a Lock-Box Arrangement", outstanding
borrowings under the Facility of $23.3 million have been
classified as short-term as of April 3, 2004.

"On December 15, 2003, we paid the semi-annual interest payment of
$5.5 million to the holders of our senior subordinated notes.  On
December 16, 2003, availability under our Facility fell below
$20 million, triggering financial covenants which we violated.
This caused us to be in technical default under the Facility.  On
January 12, 2004, we amended the Facility with Fleet Capital,
which among other things reduced aggregate borrowings to $70
million. The default under the Facility was waived on January 12,
2004 by the terms of the Amended Facility.  Although our Amended
Facility provides for borrowings of up to $70 million,  the
amount that can be borrowed at any given time is based upon a
formula that takes into  account,  among other  things,  our
eligible  accounts  receivable  and  inventory,  which can result
in borrowing availability  of less than the full amount.
Additionally, the Amended Facility contains a $10 million
availability reserve base and higher rates of interest than the
Facility. The $10.0 million availability reserve base was met as
of April 3, 2004 and through the date of this filing.  The Amended
Facility also contains monthly financial covenants of minimum
EBITDA levels which began February 2004, and a consolidated fixed
charge coverage ratio and consolidated EBIT to consolidated
interest expense ratio which begin March 2005. The fiscal 2004
minimum EBITDA levels are cumulative month amounts beginning in
the second quarter of fiscal 2004. The minimum EBITDA threshold
for fiscal 2004 ranges from $1.8 million for the two months
ending February 29, 2004 to $11.8 million for the nine months
ending October 2, 2004. We were in compliance with the EBITDA
covenants as of April 3, 2004, and had $13.2 million available for
borrowing under the Amended Facility. While we believe our
operating plans, if met, will be sufficient to assure
compliance with the terms of the Amended Facility, there can be no
assurances that we will be in compliance through fiscal 2004.

"Our estimate of capital needs is subject to a number of risks
and uncertainties that could result in additional capital needs
that have not been anticipated. An important source of capital is
our ability to generate  positive cash flow from operations. This
is dependent upon our ability to increase revenues, to generate
adequate gross profit from those sales, to reduce excess
inventories and to control costs and expenses. Another important
source of capital is our ability to borrow under the Amended
Facility. We have historically violated certain covenants in our
borrowing agreements, and to this point, we have been able to
obtain waivers from our lenders allowing us continued access to
this source of capital. However, there can be no assurances that
we will be able to obtain waivers from our lenders should a
violation occur in the future. If our actual revenues are less
than we expect or operating or capital costs are more than we
expect, our financial condition and liquidity may be materially
adversely affected. We may need to raise additional capital either
through the issuance of debt or equity securities or additional
credit facilities, and there can be no assurances that we would
be able to access the credit or capital markets for additional
capital."


UNITED AIRLINES: Balks at American Airlines' $74,500,000 Claim
--------------------------------------------------------------
American Airlines, Inc., filed Claim No. 36785 on May 8, 2003
seeking $74,500,000 for petroleum contamination from the United
Airlines Inc. Debtors at three separate sites:

     Terminal 9 at John F. Kennedy         $70,000,000
     International Airport

     The Bulk and Satellite Fuel             4,300,000
     Facilities at JFK

     LaGuardia Airport                         300,000

The Debtors ask the Court to disallow the Claim.

Kenneth Berlin, Esq., at Skadden, Arps, Slate, Meagher & Flom,
explains that American released the Debtors from liability at JFK
several years ago.  The Debtors abandoned Terminal 9 in 1991 and
subleased it to American.  Pursuant to the sublease, American
released the Debtors from all existing and future claims.  Also,
the Debtors did not contribute to the contamination at the site.
In the event the Claim is valid, American would only be entitled
to receive the Debtors' equitable share of the costs to remediate
the contamination, which would be less than $500,000.

The Debtors were not responsible for the Facilities at JFK.
According to the Claim, the $300,000 represents a 2% allocation,
of liability which the New York State Department of Conservation
has assigned to American for the site.  American fails to
demonstrate why the Debtors should be responsible for the 2%
allocation that the NYSDC has already determined is American's
pro rata share of the costs.

There is no basis for American to recover $4,200,000 that relates
to the Facilities at JFK.  In December 1999, the Port Authority
informed all JFK tenants that they would be subject to a
pollution tax of 0.00478 per gallon of fuel to pay for
remediation costs at the site.  The amount was assessed on all
users of the site.  This portion of the Claim should be
disallowed as unsubstantiated.

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)


URBANALIEN CORP: Synchronicity Financial Gains Company Control
--------------------------------------------------------------
Urbanalien Corporation (OTCBB:UBAL), a Nevada corporation,
announced that Form 8k has been filed with the SEC to report a
change in control of the Company to Synchronicity Financial
Limited (SFL). Further to this, Anila Ladha and Shamira Jaffer;
the sole officers and directors of the company; have both resigned
their positions from the company and will each return 1,000,000
common shares back to treasury. Mr. Peter Verbeek has been named
President, Director and Chairman of the Board of Urbanalien
Corporation.

The Company also announced that it has retired $315,000 of debt
and can now focus in restructuring the company, allowing it to
position itself to pursue suitable acquisition candidates which it
is believed will further enhance shareholder value.

               About Urbanalien Corporation

Urbanalien Corporation -- whose March 31, 2004 balance sheet shows
a stockholders' deficit of $417,092 -- has been fully dependent
upon its current management and/or significant shareholders to
provide sufficient working capital to preserve the integrity of
the corporate entity.

The Company was incorporated in July of 2001 under the laws of the
State of Nevada and effective January 5th, 2004, was quoted on the
NASD OTCBB. During 2001, 2002 & 2003, the Company devoted its
activities to establishing an interactive kiosk terminals business
in various public venues. Due to the lack of sufficient funds, the
company was not able to carry out its original business plan.


US AIRWAYS: Agrees to Allow UBS AG's $9 Million Claim
-----------------------------------------------------
On October 31, 2002, UBS AG, Stamford Branch, successor by merger
to Union Bank of Switzerland, filed Claim No. 4435 against US
Airways Group Inc., which included claims relating to aircraft
bearing Tail No. N859US.  UBS engaged in discussions with the
Reorganized Debtors and has reached a stipulation to resolve this
matter.  Claim No. 4435 is allowed as a general unsecured Class
USAI-7 for $9,000,000 with respect to Tail No. N859US.  All other
claims relating to Tail No. N859US are disallowed. (US Airways
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Says Passenger Load Factor Up 3% in June 2004
---------------------------------------------------------
US Airways reported its June 2004 passenger traffic Tuesday.

Mainline revenue passenger miles for June 2004 increased 5.4
percent on a 1.5 percent increase in available seat miles compared
to June 2003. The passenger load factor was 81.6 percent, which is
a 3.0 percentage point increase compared to June 2003.

For the second quarter 2004, mainline revenue passenger miles
increased 8.7 percent on a 4.0 percent increase in available seat
miles compared to the same period in 2003. The passenger load
factor for the quarter 2004 was 78.9 percent, a 3.5 percentage
point increase compared to the second quarter 2003.

Mainline revenue passenger miles for the first six months of 2004
increased 9.7 percent on a 5.3 percent increase in available seat
miles compared to the same period in 2003. The passenger load
factor for the first six months of 2004 was 74.7 percent, a 3.0
percentage point increase compared to the same period in 2003.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc. -
- along with MidAtlantic Airways, reported a 55.8 percent increase
in revenue passenger miles for June 2004 on 29.7 percent more
capacity compared to June 2003. The passenger load factor was 67.6
percent, an 11.3 percentage point increase compared to June 2003.

Second quarter 2004 revenue passenger miles for the three wholly
owned US Airways Express carriers and MidAtlantic increased 42.8
percent on a 22.7 percent increase in available seat miles
compared to the second quarter 2003. The passenger load factor for
the second quarter 2004 was 63.6 percent, an 8.9 percentage point
increase compared to the same period in 2003.

For the first six months of 2004, revenue passenger miles for the
three wholly owned US Airways Express carriers and MidAtlantic
increased 24.7 percent on a 10.8 percent increase in available
seat miles compared to the first six months of 2003. The passenger
load factor for the first six months of the year was 58.2 percent,
a 6.5 percentage point increase compared to the same period in
2003.

Mainline system passenger unit revenue for June 2004 is expected
to increase between 2.0 percent and 3.0 percent compared to June
2003.

Customer reaction to US Airways' new low GoFares, which were
introduced in Philadelphia in May and in the Washington area in
mid-June, has been positive, resulting in an 85.2 percent June
load factor in Philadelphia GoFares markets, compared to an 81.1
percent mainline load factor across the rest of the US Airways
system.

The 81.6 percent June mainline load factor was the highest load
factor for any June in the company's history. The 78.9 percent
second quarter load factor was also a record load factor for US
Airways in any second quarter, and marks the fourth consecutive
record quarterly load factor.

US Airways ended the month of June by completing 99.1 percent of
its scheduled departures.

                  About the Company

US Airways is the nation's seventh-largest airline, serving nearly
200 communities in the U.S., Canada, Europe, the Caribbean and
Latin America. US Airways, US Airways Shuttle and the US Airways
Express partner carriers operate over 3,300 flights per day. For
more information on US Airways flight schedules and fares, contact
US Airways online at usairways.com, or call US Airways
Reservations at 1-800-428-4322.

                       *   *   *

As reported in the Troubled Company Reporter's May 7, 2004
edition, Standard & Poor's Ratings Services said it lowered its
ratings on US Airways Group Inc. and its US Airways Inc.
subsidiary, including lowering the corporate credit ratings to
CCC+ from B-, and removed all ratings from CreditWatch, where they
were placed on Dec. 10, 2003. The rating outlook is negative.

"The downgrade was based on the difficult challenge faced by US
Airways as it seeks to rapidly lower its operating expenses in
response to mounting pressure from low-cost competitors," said
Standard & Poor's credit analyst Philip Baggaley. The company is
seeking further major cost-saving concessions from its labor
groups, who already took pay cuts in 2002 and 2003, and failure to
conclude those negotiations successfully over the next several
quarters could force US Airways to undertake significant asset
sales and/or file for bankruptcy a second time. During this
process there is also some risk that US Airways will, as part of
its overall restructuring, seek to renegotiate public debt
obligations.  Near-term liquidity is adequate, with $978 million
of unrestricted cash at March 31, 2004.

Ratings on US Airways Inc.'s various enhanced equipment trust
certificates, excepting those that are insured, were lowered, as
well. Downgrades were in most cases more extensive than the one-
notch downgrade of US Airways' corporate credit rating, reflecting
decreased confidence that the airline would be able to reorganize
successfully if it were to enter a second bankruptcy proceeding.
These obligations are, however, backed by modern technology Airbus
aircraft that are considered good collateral.


UTILITY CORP: Declares Monthly Dividend Payable on July 30
----------------------------------------------------------
The Board of Directors of Utility Corp. has declared a regular
dividend distribution of $0.118 per Class C Share payable on
July 30, 2004 to holders of record at the close of business on
July 16, 2004.

Shareholders are entitled to receive dividends as declared by the
Board of Directors of Utility Corp. It is the Company's policy to
declare and pay equal monthly dividends on the outstanding Class C
Shares based on dividends received and interest earned less
expenses.

Utility Corp. is a mutual fund corporation whose investment
portfolio consists primarily of publicly-listed common shares of
selected Canadian utility companies. The Class C Shares of Utility
Corp. are listed for trading on The Toronto Stock Exchange under
the symbol UTC.C.

At November 21, 2003, Utility Corp.'s balance sheet shows a
deficit of C$862,464 compared to a deficit of C$898,904 at
May 21, 2003.


WASTECORP INTL: Court Extends Plan Exclusivity Period to July 30
----------------------------------------------------------------
Wastecorp. International Investments Inc. (TSX Venture: Stock
Symbol "WII"), advises that the US Bankruptcy Court - District of
New Jersey has extended the exclusivity period in which to file a
plan of reorganization to July 30, 2004, from April 1, 2004, and
the exclusivity period during which to solicit acceptances has
also been extended to September 28, 2004, from May 31, 2004.
Wastecorp. intends to present a plan of reorganization during the
exclusivity period.

On May 12, 2004, Wastecorp. filed a preliminary disclosure
statement, as requested by US Bankruptcy Court - District of New
Jersey. On June 1, 2004, ITT filed its objections to the
disclosure statement. A hearing was scheduled for June 22, 2004,
in this regard; however, on June 18, 2004, the hearing date was
adjourned to July 13, 2004.

Wastecorp. continues to attempt to negotiate a consensual
settlement with ITT Industries Inc., the largest creditor, in an
effort to confirm an agreement that would enable Wastecorp. to
evolve from Chapter 11, in the most effective manner.

Wastecorp. continues to manage and control its operations, as a
debtor-in-possession. The Board of Directors of Wastecorp.,
continues to support and work with management and Wastecorp.'s
legal team to negotiate a settlement to evolve from Chapter 11,
which is in the best interest for all of our creditors,
shareholders, stakeholders, and that protects the on-going
business interests of Wastecorp.


WATERLINK INC: Court Confirms Chapter 11 Liquidating Plan
---------------------------------------------------------
Waterlink, Inc. (OTCBB:WLKNQ) announced that the United States
Bankruptcy Court for the District of Delaware had entered the
Findings of Fact, Conclusions of Law and Order Under Section 1129
of the Bankruptcy Code and Rule 3020 of the Bankruptcy Rules
Confirming the Modified Joint Consolidated Chapter 11 Plan of
Liquidation of the Debtors and the Committee Pursuant to Chapter
11 of the United States Bankruptcy Code.

The Plan confirmed by the Bankruptcy Court will result in the
liquidation of all remaining assets of the Company, the proceeds
from which will be used to partially satisfy unsecured creditors.
Copies of the Confirmation Order and the Plan have been attached
as an exhibit to the Company's report on Form 8-K filed with the
U.S. Securities and Exchange Commission.

Pursuant to the Confirmation Order, the Plan has been confirmed,
is enforceable and will take effect within the next two weeks.
Under the Plan, the holders of Class 5 Equity Interests will
receive no distribution on account of their shares. On the
Effective Date, all equity interests in the Company will be
extinguished. There will be no amounts or other property
distributed to common stockholders of Waterlink. The Plan further
provides that on the Effective Date, the current officers and
directors of Waterlink shall be deemed to have resigned and the
Liquidating Trustee, Theodore Gavin, shall be the sole officer and
director of the Company.

Waterlink had previously announced, on February 4, 2004, that it
and its wholly owned operating subsidiary, Barnebey Sutcliffe
Corporation, had agreed to a purchase agreement with Calgon Carbon
Corporation, a Delaware corporation, for the Buyer to purchase
substantially all of the assets and business operations of
Waterlink, including the operations of Barnebey Sutcliffe
Corporation and the subsidiaries of Waterlink in the United
Kingdom. The purchase agreement was approved by the Bankruptcy
Court at a hearing held on February 3, 2004, and a copy of the
purchase agreement was attached as an exhibit to the Company's
report on Form 8-K filed with the SEC on February 9, 2004.

Waterlink has been an international provider of integrated water
and air purification solutions for both industrial and municipal
customers. Waterlink's offices are located in Canton, Ohio, USA.

At March 31, 2004, Waterlink's balance sheet shows a stockholders'
deficit of $6,816,000 compared to a deficit of $10,926,000 at
September 30, 2003.


WESTAFF INC: Names Stephen J. Russo as New Western Zone Manager
---------------------------------------------------------------
Westaff, Inc. (Nasdaq:WSTF) announced the appointment of Stephen
J. Russo as Senior Vice President, Western Zone, to oversee
Westaff's operations in the six western states including
California, Oregon, Washington, Idaho, Northern Nevada and Utah.
Westaff is a staffing solutions provider -- delivering temporary
and direct placement of administrative, light industrial and light
technical staff headquartered in Walnut Creek, California.

"Steve is a results-driven leader, with a strong track record of
executing critical growth strategies," said Westaff President and
CEO, Dwight Pedersen. "With his business acumen and leadership,
Steve will make a significant impact on our western zone operation
in both service delivery and bottom line performance."

Russo, who lives in Walnut Creek, returns to Westaff after nine
years of increasingly responsible positions at Staffing Resources
(Dallas, TX) and Nelson Staffing (Sonoma, CA) where he was
instrumental in driving their growth, acquiring new businesses and
managing multiple operations. Steve spent the past two years as
President and COO of U1 Consulting Group of San Francisco, where
he lead growth and profitability in IT staffing during the dot com
recession.

During his previous term at Westaff, he served as Vice President,
Treasurer between 1991 and 1995, where he merged corporate
functions of Treasury, Tax, Unemployment and staff payroll to
streamline operations. Between 1995 and 2004 he demonstrated
outstanding operational leadership in re-building infrastructures
and leading through challenging transitional phases at staffing
companies during both expansion and retraction economies.

Steve is an expert in building teams, systems and processes.
"Returning to Westaff is about opportunity; there is an excellent
base here and room for growth and enhancements in both performance
and markets," commented Russo. "It's all about adding value to
enhance what's already in place by working to remove barriers and
motivating people to achieve their peak potential. I'm very
excited to come back to Westaff at this time."

                      About Westaff Inc.

Westaff provides staffing services and employment opportunities
for businesses in global markets. Westaff annually employs
approximately 150,000 people and services more than 14,000 client
accounts from more than 260 offices located throughout the U.S.,
the United Kingdom, Australia, New Zealand, Norway and Denmark.
For more information, please visit our Web site at
http://www.westaff.com/

                      *   *   *

            Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended January 24, 2004,
filed with the Securities & Exchange Commission, Westaff, Inc.
reports:

"In addition to its borrowings under debt facilities, the
Company's liquidity is dependent upon a variety of factors
including its operating performance, accounts receivable, the
timing of cash inflow and outlays and other economic factors, many
of which are outside the control of management.  There can be no
assurance that the Company will not face potential cash
shortfalls, which, even if for a short period of time, could have
a material adverse effect on the Company's business and financial
condition.  If the Company were to experience significant or
prolonged cash shortfalls, the Company would need to pursue
additional debt or equity financing; however there can be no
assurance that such alternatives could be obtained.

"The Company and its lending agents executed a fourth amendment to
the Company's Multicurrency Credit Agreement which, among other
things, eliminated events of default on an EBITDA covenant as of
November 1, 2003 and  through January 24, 2004.  In the event the
Company is out of compliance with one or more covenants in the
future, there can be no assurance that its lenders would grant a
waiver or amendment with respect to those covenants, which could
have a significant adverse effect on the Company's financial
condition and operations."


WINSTAR: Court Authorizes Trustee to Pay Fox Rothschild's Fees
--------------------------------------------------------------
Sheldon K. Rennie, Esq., an associate at Fox Rothschild, in
Wilmington, Delaware, relates that during the period from
January 26, 2002 through January 30, 2004, the firm rendered
services to Christine C. Shubert, the Chapter 7 Trustee in Winstar
Communications, Inc.'s chapter 11 proceedings, related to:

    (1) the analysis of the Debtors' assets and operations,
        including prosecution of avoidance actions;

    (2) the sale of the Debtor's assets;

    (3) case management, including preparing agendas and binders
        and finalizing pleadings for filing;

    (4) the administration of the Debtors' 401(k) plan;

    (5) the Debtors' business operations;

    (6) reviewing, litigating and resolving claims against the
        Debtors' estate;

    (7) procurement of financing;

    (8) the Debtors' Plan & Disclosure Statement;

   (10) requests to lift the bankruptcy stay;

   (11) tax issues;

   (12) fee and employment objections; and

   (13) reviewing, litigating and resolving disputes against the
        estate.

Fox Rothschild also prepared fee and employment applications for
the Trustee and her professionals.

From January 26 through May 31, 2002, Fox Rothschild assessed a
total of $148,764 in fees and $26,990 in actual expenses.  Fox
Rothschild incurred $107,280 in fees and $26,214 in actual and
necessary expenses for the period from June 1 through
September 30, 2002.

From October 1, 2002 through February 28, 2003, the firm incurred
$133,831 in fees and $22,049 in actual expenses.  From March 2
through July 31, 2003, the firm incurred $207,827 in fees and
$20,224 in expenses.  The firm assessed $300,159 in fees and
$22,127 in expenses from August 1, 2003 through January 30, 2004.

At Fox's request, Judge Rosenthal authorizes the Trustee to pay
the firm's fees and expenses. (Winstar Bankruptcy News, Issue No.
57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM: Cook County Jury Awards $2-Mil Verdict In Slovinski Case
------------------------------------------------------------------
On June 16, 2004, a Cook County jury returned a verdict of
$2,081,600 against Defendant James Elliott, a former CEO of a
telecommunications company.  The Plaintiff, Jerry Slovinski of
Naperville, was the CFO of Elliott's company.  At a meeting in
July of 1996, Elliott told financial executives of MCI/World Comm
that his firm did not have financial statements because Slovinski
failed to prepare them, saying Slovinski was not doing his job,
coming in late and leaving early, sneaking out to workout, and
"chasing p---- all day."

The jury awarded Slovinski $81,600.00 for his emotional distress
and $2,000,000 in punitive damages.  The Honorable Robert E.
Gordon presided over the two-day trial at the Daley Center.  The
case was entitled Jerry Slovinski vs. James Elliott and Cherry
Communications, 01 L 9564.  The case against Cherry Communications
was dismissed after Cherry went into bankruptcy several years ago.

The Plaintiff Slovinski was represented by attorney Tom Leahy of
Leahy & Hoste, 321 North Clark Street, Suite 2222, Chicago,
Illinois 60610.  Phone: 312/372-8893.  Cell: 312/501-8893.  The
Defendant James Elliott was represented by Jeffrey Patrick Guzak,
1618 Colonial Parkway, Inverness, Illinois 60067. Phone: 847/705-
8195.

Slovinski alleged that Cherry owed MCI/World Comm millions of
dollars for long distance telephone service and was in danger
of losing further phone access when MCI/ World Comm asked Elliott
to show them Cherry's financial statements.  Elliott went to the
meeting and told the MCI/World Comm controller David Myers that
the statements had not been prepared because of Slovinski's
failure to do his job.

Elliott failed to appear for his deposition before trial on
several occasions, so a default judgment was entered against him.
The case went to trial solely on the issue of damages.

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: Asbestos PD Committee Issue Status Report
-----------------------------------------------------
On behalf of the Official Committee of Asbestos Property Damage
Claimants, Theodore J. Tacconelli, Esq., at Ferry Joseph &
Pearce, PA, states that the W.R. Grace & Co. Debtors have been
dealing with "significant liabilities" resulting from their
manufacture of asbestos-containing products.  However, "despite
popular misconception, historically Grace settled or suffered
judgments for asbestos property damage which exceeded payments
made by Grace in respect to asbestos personal injury claims."  Due
to the widespread market of Grace products, and the fact that its
products made their way into commercial and residential buildings
throughout the United States, asbestos property damage will
continue to be an enormous financial liability that Grace must
address as part of its reorganization.

Unfortunately, Mr. Tacconelli reports, little has happened in
Grace's bankruptcy case to facilitate its reorganization.  By any
standard, the most significant accomplishment to date was the
settlement for more than $1 billion of the fraudulent transfer
litigation by the PD Committee and the PI Committee, which Grace
not only opposed, but intervened in and aligned itself with the
defendants.

Mr. Tacconelli also apprises Judge Buckwalter of the delays to
the Debtors' cases resulting from the controversy over Judge
Wolin's continued participation, and the stays of the cases by
Judge Wolin and the Third Circuit Court of Appeals.  Mr.
Tacconelli also gives an overview of the fraudulent transfer
litigation.

Mr. Tacconelli is pleased that Judge Buckwalter has signed the
long-delayed Order approving the settlement of the fraudulent
transfer suits against Sealed Air and Fresenius.  However, Mr.
Tacconelli notes that Judge Wolin withdrew the reference from the
Bankruptcy Court to determine the fees and expenses incurred in
connection with the fraudulent transfer claims by the counsel for
the PD Committee, the PI Committee, and Grace, as well as Milberg
Weiss.  Since Judge Wolin had already approved 80% of the fees
applied for, the counsel assumed the withdrawal affects only the
20% holdback.  But since all matters were stayed by Judge Wolin,
that included the professionals' fee applications.  Mr.
Tacconelli hopes that the approval of the settlement will mean
that the approval of the balance of the fees will now come to the
forefront.  (W.R. Grace Bankruptcy News, Issue No. 65; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* Dewey Ballantine Expands Frankfurt Private Equity Practice
------------------------------------------------------------
International law firm Dewey Ballantine LLP announced that, as the
next stage in its German expansion, it has hired Private
Equity/Corporate partner Dr. Benedikt von Schorlemer from the
Duesseldorf office of Baker & McKenzie. This addition follows
closely on the heels of the recruitment in May of partners Dr.
Hanno Berger and Dr. Marcus Federle.

Dr. von Schorlemer will strengthen Dewey Ballantine's newly
established Private Equity practice in Frankfurt which was
launched last month with the hire of Dr. Federle from Norton Rose.

"The appointment of Benedikt represents another significant step
for Dewey Ballantine in the continued development of our German
practice," said Sanford W. Morhouse, co-chairman of the Management
Committee and chairman of the Global Private Equity Group at Dewey
Ballantine. "Benedikt has an excellent reputation in his practice
areas. His appointment demonstrates the Firm's strong focus on the
growing Private Equity business across Europe."

Dr. von Schorlemer began his legal career at Baker & McKenzie in
Frankfurt and moved to Duesseldorf in 1999 to help Baker establish
a new office. He has worked on both corporate M&A and Private
Equity transactions for clients such as E-Plus Mobilfunk, Degussa,
Schott Glas, Bridgepoint, Barclays Private Equity and Ventizz
Capital Partners. Recently, he advised Littelfuse, Inc. in the
acquisition of a majority stake in the publicly listed Heinrich
Industrie AG.

Dr. Hanno Berger, senior partner of the Frankfurt office, said,
"Benedikt is a valuable addition to our German team. We are
delighted with this development and excited about providing our
clients with an extended capability in Private Equity."

Dr. von Schorlemer commented, "I am looking forward to working on
a dynamic team with my new colleagues in Frankfurt as well as
across the expanding network of Dewey Ballantine offices. The
Private Equity market in Germany is moving forward rapidly, and we
intend to become a major participant along with the Firm's growing
client base."

                  About Dewey Ballantine

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 550 attorneys located in New York, Washington,
D.C., Los Angeles, East Palo Alto, Houston, Austin, London,
Warsaw, Budapest, Prague, Frankfurt, Milan and Rome. Through its
network of offices, the firm handles some of the largest, most
complex corporate transactions, litigation and tax matters in such
areas as M&A, private equity, project finance, corporate finance,
corporate reorganization and bankruptcy, antitrust, intellectual
property, sports law, structured finance, and international trade.
Industry specializations include energy and utilities, healthcare,
insurance, financial services, media, consumer and industrial
goods, technology, telecommunications and transportation.


* FOCUS Management Group USA Expands its Chicago Presence
---------------------------------------------------------
FOCUS Management Group USA, Inc., is expanding its Chicago
presence to accommodate major local growth of its crisis
management consulting business in the Midwest.  The new office is
located at 9501 W. Devon, Suite 701, Rosemont, IL 60018.

"Our customer base is steadily increasing, and as a result we saw
a need to expand our coverage in the Chicago area to be able to
best serve our clients," said President J. Tim Pruban, who is
pleased to announce this development as part of FOCUS Management
Group's nationwide growth plans. "The new office provides an ideal
platform for our Midwest team of professionals to be able to
respond in a timely manner to the varied demands of our business
partners in the area."

FOCUS Management Group offers nationwide capabilities in
turnaround and crisis management, business restructuring and asset
recovery. Headquartered in Tampa, FL, with offices in Chicago,
Greenwich, Los Angeles and Nashville FOCUS Management Group
provides turn-key support to debtors, committees, financial
institutions, equity sponsors and other stakeholders. The Company
provides a comprehensive array of services including turnaround
and crisis management, interim management, operational analysis
and process improvement, bank and creditor negotiation, asset
recovery and recapitalization assistance, and also acts as
Investment Bankers to distressed companies.

Over the past decade, FOCUS Management Group has successfully
assisted hundreds of clients operating in diverse industries,
guiding them to maximize performance or asset recovery. Adverse
situations are FOCUS Management Group's forte - finding winning
solutions in a timely manner when faced with the most discouraging
of circumstance is what separates FOCUS Management Group from the
competition.

For additional information about FOCUS Management Group, please
visit http://www.focusmg.com/or call 800-528-8985.


* Penny Friedman to Lead GE Commercial's Central Region Efforts
---------------------------------------------------------------
GE Commercial Finance's Restructuring group announced that it has
named Penny G. Friedman, senior vice president, to lead its
origination efforts for the Central Region. Based in Chicago, Ms.
Friedman will report to Stuart Armstrong, managing director.

Part of GE Commercial Finance Corporate Lending, the Restructuring
group secures financing for companies restructuring either out of
court or in a bankruptcy proceeding, as well as companies emerging
from bankruptcy. Loans typically range from $30 million to
$2 billion. Recent financings include plan of reorganization
financing for Kmart and Thermadyne, and debtor-in-possession
financing for NRG Northeast Generating Co. and Budget Group.

Ms. Friedman leads a team that includes Elias Makris, senior vice
president, who is based in Dallas; Howard Steinberg, senior vice
president, based in Toronto and responsible for originations in
Canada; and Mac Fowle, vice president, Angela Harmon, vice
president, and Katie Phelps, sales associate, all based in
Chicago.

Ms. Friedman joined GE in 1994 from the corporate finance group of
Heller Financial Corporation. She began her career in the
financial services division of Arthur Andersen & Co.

Ms. Friedman is a certified public accountant and an active member
of the Turnaround Management Association. She is a graduate of the
University of Illinois with a B.A. degree in accounting and from
the University of Chicago where she earned an M.B.A. degree in
finance and marketing.

      About GE Commercial Finance Corporate Lending

GE Commercial Finance Corporate Lending offers financing to
clients from middle-market companies to large corporations.
Products and services include asset-based financing, cash flow
lending and corporate restructuring. Corporate Lending is a
leading global provider of financing solutions for investment and
non-investment grade companies - committed to supporting clients
at all stages of the business cycle. For more information on the
businesses and products of GE Commercial Finance Corporate
Lending, please visit www.gelending.com. GE Commercial Finance,
which offers businesses around the globe an array of financial
products and services, has assets of over $220 billion and is
headquartered in Stamford, Connecticut. General Electric (NYSE:
GE) is a diversified technology, media and financial services
company dedicated to creating products that make life better. For
more information, visit the company's website at
http://www.ge.com/


* Pamela O'Neill Joins XRoads' Litigation Analytics as Principal
----------------------------------------------------------------
XRoads Solutions Group, a leading international, multi-faceted
consulting firm, announced that Pamela M. O'Neill, has joined the
firm as a Principal in the firm's Litigation Analytics, Valuations
& Investigative Services (LVI) practice. Ms. O'Neill brings over
17 years of financial experience to her position, including
significant experience in valuation consulting, advising clients
for purposes of aiding negotiations, and pricing and structuring
mergers, acquisitions and divestitures. She also provides
valuation consulting services for the purposes of fairness and
solvency opinions, purchase price allocation, business dispute,
shareholder dissolution, and gift and estate tax planning and
compliance. Ms. O'Neill has been retained as an expert witness in
several litigation consulting engagements and has prepared and
delivered expert testimony litigated in New York. In her new role,
Ms. O'Neill will be based in New York and report to Larry D.
Morriss Jr., a Principal and LVI Practice Leader.

"Over the past several years, we have seen tremendous growth in
demand for our valuation-related services," said Dennis Simon,
Managing Principal of XRoads. "We are extremely pleased to have
someone of Pamela's caliber join our team. Her extensive
experience in providing valuation consulting services in business
disputes, bankruptcies, reorganizations, shareholder dissolutions
and other circumstances will be a great asset to the firm as we
continue to grow the LVI practice."

Before joining XRoads Solutions Group, Ms. O'Neill was a Managing
Director at Avail Consulting and was previously a Principal with
the Deloitte & Touche Financial Advisory Services practice. During
her ten-year tenure at Deloitte, Ms. O'Neill supervised over 375
financial consulting engagements and performed valuation analyses
across a variety of industries, including financial services,
retail, manufacturing, travel, entertainment, technology, and
hospitality.

"In its short history, XRoads' LVI division has grown into one of
the premier litigation analytics practices in the U.S.," said Ms.
O'Neill. "I am excited to be a part of the exceptional team XRoads
has assembled and look forward to contributing to the continued
success of the LVI practice."

Ms. O'Neill earned both her M.B.A and a B.S. in Finance from the
College of Business and Economics at Lehigh University.

                  About XRoads Solutions Group

XRoads Solutions Group, founded in 1997, is an international,
multi- faceted consulting firm serving most major industry
sectors. The firm's core business practices include Corporate
Restructuring; Operations Improvement; Litigation Analytics;
Investment Banking; Case Management Services; Investigative
Services; and Valuations, Solvency and Fairness Opinions. XRoads
Solutions Group has offices in New York, NY; Irvine, CA; Kansas
City, MO; Dallas, TX; and Houston, TX. For more information,
please call 877 XRoads9 or 212-610-5690.

                           *********

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 ***