TCR_Public/040709.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, July 9, 2004, Vol. 8, No. 140

                           Headlines

ADELPHIA COMMUNICATIONS: Taps Munger Tolles As Special Counsel
AIR CANADA: Plans To Hold Creditors Meeting On Aug. 17 in Montreal
AIR CANADA: Jazz Pilots Ratify Secondary Concessionary Agreements
AIRPORT COMMERCIAL: Case Summary & 11 Largest Unsecured Creditors
ANDREW CORP: S&P Assigns B+ Rating To $240M Convertible Sub. Notes

APIVA VENTURES: TSX Continues Cease Trade Order
ARMSTRONG: Court Wants Status Reports to be Filed by July 28
ASPEN GROUP: Selling U.S. Assets to Crusader Energy for $22 Mil.
ATLAS COLD: OSC Vs. Ex-Execs Proceeding Adjourned to August 11
AVAYA: Will Report Fiscal 3rd Quarter 2004 Results on July 27

BELDEN & BLAKE: Completes Merger With Carlyle/Riverstone Affiliate
CAMBEX: Says Super PC's Liquidation Won't Greatly Affect Company
CAPITAL BEVERAGE: Needs More Money to Continue as a Going Concern
CATHOLIC CHURCH: Applies To Employ Sussman Shank As Counsel
CHAS COAL: Wants to Hire Gregory Lathram as Bankruptcy Counsel

COINSTAR INC: Completes American Coin Acquisition for $235 Mil.
CS GOLF MANAGEMENT: Voluntary Chapter 11 Case Summary
DAYTON SUPERIOR: Increases Credit Facility to $95 Million
DEEP WELL OIL: Appoints Menno Wiebe as Director & COO
DENNY'S CORP: Completes $92 Million Equity Private Placement

DII/KBR: St. Paul Agrees to Pay $350K to Resolve Insurance Dispute
DII/KBR: Lanzhou Taps SCORE Technology for Ethylene Plant
DSI TOYS: Accounts Receivable to be Auctioned on July 12
ELDORADO PARKWAY: Voluntary Chapter 11 Case Summary
ENRON CORP: Sues 40 Creditors to Recover Preferential Payments

ENRON: Power Resources Presses For Administrative Claim Payment
ENRON CORP: Agrees to Settle Retail Disputes With 17 Parties
ENVIRONMENTAL LAND: Employs Foley & Lardner as Attorneys
FISHER SCIENTIFIC: Hosting Earnings Conference Call on July 29
FLEMING COMPANIES: Oregon Objects to Plan Confirmation

FLEMING: Issues Final Report On PACA Claim Objections & Payments
FOOTSTAR INC: Court Approves Settlement with Former Chairman/CEO
FOREST OIL: Offering Additional $125 Million 8% Senior Notes
HAYES LEMMERZ: Inks Stipulation Resolving CIT's Rejection Claims
HOLLINGER CANADIAN: Gives Update on Delayed Financial Statements

HOLLINGER INTERNATIONAL: Provides Update On Filing Requirements
HOLLYWOOD THEATERS: S&P Rates Corporate Credit at B
HOME EQUITY: S&P Lowers SPMD 2001-A Class MF-2 Rating To D from B
ICEFLOE TECHNOLOGIES: Coors Brewing to Use Draft Caddy
ISACSOFT INC: Agrees to Acquire L'Institut Descartes

KAISER: Wants Exclusive Plan Filing Period Stretched to Oct. 31
K2 INC: Acquires Volkl Sports Holding & Marker Group for $124M+
KIEL BROS: Hires Baker & Daniels as Bankruptcy Counsel
LCA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
LEVI STRAUSS: Will Webcast Q2 2004 Financial Review on July 13

LIFESTREAM TECH: Says Shipments Double in Fourth Quarter 2004
LONE PEAK LABELING: Case Summary & 20 Largest Unsecured Creditors
MICROFINANCIAL: Satisfies NYSE Continued Listing Compliance Plan
MYCOM: Secures Strategic Alliance Agreement With Process Software
NATIONAL COAL: Plans to Acquire Horizon's Tennessee Mining Assets

NEW WEATHERVANE: Wants to Appoint Trumbull Group as Claims Agent
NEXTEL PARTNERS: Schedules Q2 2004 Conference Call on July 28
NRG ENERGY: Nelson Debtors Propose Assets Sale Bidding Procedures
OWENS CORNING: Continues Global Manufacturing Capacity Additions
PACIFIC GAS: Inks Stipulation Resolving California DWR Claims

PARMALAT: Creditors' Sec. 304 Injunction Objections are Overruled
PASCACK VALLEY HOSPITAL: S&P Removes B+ Rating From Negative Watch
PEGASUS: Court OKs Committee's Proposed Screening Wall Procedures
PG&E NATIONAL: USGen Wants Until Nov. 1 to Exclusively File Plan
PRIMEDIA INC: Redeems All Outstanding Series J Preferred Stock

PROVIDIAN FINANCIAL: Q2 2004 Conference Call Set for July 26
PROVIDIAN FINANCIAL: Closing San Antonio Site by Year-End
QWEST COMMUNICATIONS: Opens Seven Retail Stores in Minnesota
RECYCLING SOLUTIONS: Case Summary & Largest Unsecured Creditors
REMEDIATION FINANCIAL: Case Summary & Largest Unsecured Creditors

ROANOKE TECH: Withdraws November 18, 2003 SB 2 Filing with SEC
SAXON ASSET: Fitch Takes Various Rating Actions on 1999-1 Notes
SHELTON CANADA: Completes First Tranche Offering
SLS INTERNATIONAL: Taps Kennell SAS as New Italian Distributor
SPEEDWAY MOTORSPORTS: Closes $100M Senior Notes Private Placement

SPIEGEL GROUP: Enters Into CBA Termination Agreement
STELCO INC: Will Publish Second Quarter 2004 Results on August 3
ULTRALIFE BATTERIES: Secures New $25 Million Credit Facility
UNITED AIRLINES: Agrees To Settle Tax Disputes With Louisiana
US AIRWAYS: Will File Annual Reports On Benefits Plans Late

US UNWIRED: Will Continue to Manage IWO Holdings through 2005
USA TELECOM: Changes Name to ZannWell Inc.
WINSTAR: Seven Adversary Proceedings Reassigned to Judge Lindsey
WORLDCOM INC: Asks Court to Disallow Karin Johnson's $1M+ Claim
W.R. GRACE: Zonolite Claimants Provide Status Report

* Davis Wright Tremaine Adds Corporate Diversity Counseling Team

* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States

                           *********

ADELPHIA COMMUNICATIONS: Taps Munger Tolles As Special Counsel
--------------------------------------------------------------
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, LLP, in
New York, relates that the Adelphia Communications (ACOM) Debtors
continue to consult with their stakeholders concerning
modifications and revisions to their revised Plan.  Comcast
Corporation, in its capacity as the ACOM Debtors' joint venture
partner in the Century/ML Cable Venture, is both a stakeholder and
a potential buyer of the ACOM Debtors' businesses.

Accordingly, the ACOM Debtors determined that to avoid any
conflict with Comcast, it is necessary to hire outside attorneys
to assist them in their negotiations with Comcast and its
affiliates and subsidiaries relating to the Plan.  The ACOM
Debtors believe that Munger, Tolles & Olson, LLP, is well
equipped to serve as their special conflicts counsel.

Therefore, the ACOM Debtors seek the Court's authority to employ
Munger Tolles, nunc pro tunc to May 1, 2004.

Munger Tolles, a California law firm, provides general
representation to its clients in numerous areas, including
securities law, anti-trust law, corporate finance, employment
law, and general business transactions.  In addition to its main
office in Los Angeles, Munger Tolles also has an office in San
Francisco.  The firm's bankruptcy and reorganization practice is
nationally recognized.  In 2002, one Munger Tolles partner was
named as one of the top ten Outstanding Bankruptcy Lawyers in the
United States.  In addition, Munger Tolles has significant
expertise in general litigation and received commendation for its
commitments to its clients.

Munger Tolles will provide legal representation to the ACOM
Debtors in their Chapter 11 cases, but not limited to:

   (1) negotiations and possible litigation with Comcast and its
       affiliates and subsidiaries relating to ACOM's Plan or the
       sale of some or all of ACOM's assets;

   (2) resolution of the Comcast claims; and

   (3) representation with respect to certain corporate issues.

In consideration for its services, Munger Tolles will be
compensated on an hourly basis, plus reimbursement of actual and
necessary out-of-pocket expenses incurred.  Munger Tolles' hourly
rates are:

            Attorneys                  $200 - 650
            Paralegals                   90 - 185

The attorneys and the paralegals expected to represent the ACOM
Debtors and their hourly rates are:

      Robert Denham -- partner, corporate           $650
      Thomas B. Walper -- partner, bankruptcy        575
      Mark Shinderman -- partner, bankruptcy         500
      Monica S. Weiner -- associate, bankruptcy      315
      Maria Seferian -- associate, bankruptcy        315

All of Munger Tolles' rates are subject to periodic, ordinary
course adjustments.  The attorneys and paralegals involved in the
ACOM Debtors' cases span Munger Tolles' rate ranges.  Munger
Tolles has neither received any payments from the ACOM Debtors
nor is owed compensation for services rendered and expenses
incurred in the ACOM Debtors' Chapter 11 cases.

Mark Shinderman, a partner at Munger Tolles, assures the Court
that the firm:

    * does not represent any party, or hold any interest, adverse
      to the ACOM Debtors with respect to the matters on which
      it is to be retained; and

    * has no connection with any of the potential parties-in-
      interest that would affect the firm's ability to represent
      the ACOM Debtors in their Chapter 11 cases. (Adelphia
      Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
      Service, Inc., 215/945-7000)


AIR CANADA: Plans To Hold Creditors Meeting On Aug. 17 in Montreal
------------------------------------------------------------------
For Air Canada's Plan to obtain the necessary creditor approval
pursuant to the CCAA, the resolution to approve the Plan must be
accepted by a majority in number of the Affected Unsecured
Creditors entitled to vote, representing not less than 66-2/3% in
value of the Voting Claims of the Affected Unsecured Creditors.

In this regard, the Applicants ask Mr. Justice Farley for
permission to call on the Affected Unsecured Creditors for
meeting on August 17, 2004 at the Grand Salon at the Fairmont
Queen Elizabeth, in Montreal, Quebec at 10:00 a.m.  The
Applicants will present the Resolution for the Affected Unsecured
Creditors' approval at the meeting.

If the required majorities of Affected Unsecured Creditors
approve the Plan at the meeting, the Applicants intend to present
the Plan to the CCAA Court for approval and sanction on
August 23, 2004.

The Applicants will mail the Circular, Plan Prospectus, and
related materials to Affected Unsecured Creditors on July 15,
2004.

The Creditors' meeting is dependent on the Applicants' domestic
unions ratifying the amendments to their collective agreements,
as expressly required in the Applicants' Amended Standby Purchase
Agreement with Deutsche Bank.

The Applicants does not intend to hold a meeting with their
shareholders since the shareholders will receive only
consideration under the Plan.

The Applicants also ask the CCAA Court to establish July 31, 2004
as the record date to determine the creditors entitled to
participate in the Rights Offering.  The Plan entitles Affected
Unsecured Creditors to participate in the Rights Offering.

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: Jazz Pilots Ratify Secondary Concessionary Agreements
-----------------------------------------------------------------
The Jazz Master Executive Council of the Air Line Pilots
Association, International's 1400 Air Canada Jazz pilots have
ratified the Concessionary Agreement resulting from the Deutsche
Bank/GECAS requirement for an additional $200M in cost reductions
at Air Canada and Air Canada Jazz.

"We are announcing that we have unconditionally ratified the
agreement reached between the parties on May 15th as part of the
ongoing financial and operational restructuring of Air Canada and
Air Canada Jazz," said Captain Nick DiCintio, chairman of the Air
Canada Jazz pilots' unit of ALPA.  "We are optimistic that all
other parties will similarly provide unconditional ratifications
by the deadline of July 9th and that the process to emerge from
CCAA protection can proceed," he added.

"We have reviewed the Plan of Arrangement that was submitted to
the court on June 30th which confirms an expanded role for Air
Canada Jazz as a significant operator of small and medium sized
jets representing the Air Canada code in North America," commented
Captain DiCintio.

The Air Canada Jazz pilots have been working cooperatively with
Air Canada and Air Canada Jazz throughout the restructuring with a
view to realigning fleet and costs to ensure Air Canada's
continued success in the increasingly competitive North American
market.  This will ensure the ultimate objective of maximizing
shareholder value and economic return for all stakeholders.

ALPA, the world's oldest and largest union of airline pilots,
represents 64,000 pilots at 42 carriers in Canada and the U.S. Air
Canada Jazz provides service to over 70 destinations in Canada and
the United States, and services more communities in Canada than
any other airline.  Visit the ALPA website at http://www.alpa.org/

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.


AIRPORT COMMERCIAL: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Airport Commercial Center, Ltd.
        fdba Austin-Bergstrom Airport Centre
        7200 North MoPac Expressway, Suite 450
        Austin, Texas 78731

Bankruptcy Case No.: 04-13504

Chapter 11 Petition Date: July 2, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Joseph D. Martinec, Esq.
                  Martinec, Winn, Vickers & McElroy, P.C.
                  919 Congress Avenue, Suite 1500
                  Austin, TX 78701
                  Tel: 512-476-0750
                  Fax: 512-476-0753

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Kucera Management, Inc.                    $155,800

Airport Commercial Owners Assoc. Inc.       $18,356

Airport FastPark-Austin                      $7,999

Christ, David P.                             $7,018

Armbrust and Brown, LLP                      $4,229

K C Engineering, Inc.                        $3,902

CFX, L.P.                                    $3,689

Thrower Design                               $2,700

Durbin and Bennett, CPAs                     $2,030

MoPac Construction, Inc.                       $475

Miller Blueprint Co.                           $142


ANDREW CORP: S&P Assigns B+ Rating To $240M Convertible Sub. Notes  
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Andrew Corp.'s $240 million 3.25% convertible subordinated notes
due Aug. 15, 2013. In addition, Standard & Poor's assigned its
preliminary BB/B+ ratings to the company's $750 million Rule 415
shelf registration for senior unsecured/subordinated debt. A 'BB'
corporate credit rating also was assigned to Andrew Corp. The
outlook is stable.

As a result of the Allen Telecom and Celiant Corp. acquisitions in
July 2003 and June 2002, respectively,  Andrew Corp. is one of the
leading global suppliers of communications products and systems to
the wireless subsystem infrastructure market. The company provides
total customer solutions, including virtually all components of a
wireless base station that are outsourced by major network
original equipment manufacturers and operators. As of March 31,
2004, total debt outstanding was about $353 million, adjusted for
operating leases.

"The ratings reflect a below-average business profile due to the
highly competitive and cyclical spending environment of the
wireless and cable television industries in which the company
operates, as well as its acquisitive growth strategy," said
Standard & Poor's credit analyst Rosemarie Kalinowski. "This is
partially offset by a solid financial profile for the rating and
the company's strong market position in wireless infrastructure
components."

Antennas and base station subsystems represented about 49% of
fiscal year 2003 sales, while cable products represented about
43%. Although Andrew Corp.'s coaxial cable product is principally
used to carry radio frequency signals, it recently started
manufacturing coaxial cable and connectors for the broadband cable
television market to further diversify its revenue mix. Following
periods of declining and then flat growth, sales have increased in
the first two fiscal quarters of 2004, reflecting recent
acquisitions, increased wireless operator capital expenditures for
network upgrades and expansion, and increased wireless coverage
requirements. In the second quarter of 2004, sales increased 9%
sequentially, reflecting growth across all regions as wireless
service providers focus on service quality and improving capacity.

Andrew Corp.'s financial profile remains relatively strong for the
rating level. The Allen Telecom and Celiant Corp. acquisitions
have contributed to cash flow growth without pressuring debt
coverage significantly due to the significant use of equity in
their financing. The $451 million acquisition of Allen Telecom was
financed primarily with stock, while the $470 million acquisition
of Celiant Corp. was financed with stock and cash. Debt to EBITDA,
adjusted for operating leases, increased materially in fiscal 2003
to 3.7x, from below 1.0x in previous years, due to the $240
million convertible subordinated note issue and pressures on
operating margins. However, debt leverage has declined to 2.5x in
the second quarter of fiscal 2004 due to higher cash flow. Based
on management's balanced acquisition funding strategy, debt
leverage metrics are expected to continue to be strong for the
rating.


APIVA VENTURES: TSX Continues Cease Trade Order
-----------------------------------------------
The Cease Trading Order issued by the Toronto Securities Exchange
on June 23, 2003 for Apiva Ventures Inc. will continue starting on
July 7, 2004.

Apiva Ventures Ltd. has been researching and developing search
engine technology and Linux-based software. The Company's current
search technology developments are geared towards search
technology for specific usage such as site specific searching. The
Company is also developing Linux help/reference software and
reference accessories.

At December 31, 2003, Apiva Ventures Ltd.'s balance sheet shows a
deficit of C$4,434 as compared to a deficit of C$30,212 at  
December 31, 2002.


ARMSTRONG: Court Wants Status Reports to be Filed by July 28
------------------------------------------------------------
Judge Robreno directs the Armstrong Holdings, Inc. Debtors, the
Official Committee of Unsecured Creditors, the Official Committee
of Asbestos Claimants, the Official Committee of Asbestos Property
Damage Claimants, the Future Claimants' Representative, and the
United States Trustee to file written status reports on or before
July 28, 2004, describing which Chapter 11 steps have been
accomplished and which have not, including timelines for
accomplishment, a listing of any major unresolved issues, and
description of any remaining litigation, and suggested strategies
to facilitate completion of the Debtors' proceedings.

Judge Robreno also invites any interested party to participate by
also submitting similar status reports by the deadline.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


ASPEN GROUP: Selling U.S. Assets to Crusader Energy for $22 Mil.
----------------------------------------------------------------
Aspen Group Resources Corporation (TSX:ASR) announced that it has
signed a binding Letter of Intent with Crusader Energy
Corporation, an Oklahoma-based production and development company,
to sell its U.S. oil and gas assets for approximately US$22
million cash, pending closing adjustments. The transaction has an
effective date of June 1, 2004 upon closing, which must occur on
or before October 1, 2004, subject to final due diligence by
Crusader, negotiation and execution of a definitive Purchase and
Sale agreement, and receipt of all applicable regulatory
approvals.

The LOI proposes the sale of all of Aspen's U.S. oil and gas
production and reserves, which equates to approximately 600 boepd
(3,600 mcfepd) of production and approximately 4.4 million boe
(26.4 bcfe) of proven reserves. Aspen's wholly owned subsidiary
United Cementing and Acidizing Co. is not included in the sale.
The reserves are approximately 88 percent natural gas.

"As we have stated before, our goal is to turn Aspen into a
profitable, growing company. As part of that process, we have
reviewed every aspect of the Company's operations and evaluated
all of our assets in order to determine the best course for
achieving that goal," commented Robert Calentine, CEO of Aspen.
"By monetizing the U.S. assets, we are able to eliminate our long-
term debt, add significant cash to our balance sheet, and move
forward with a corporate strategy that enables us to control our
own destiny."

Crusader Energy Corporation is a new entity funded by an equity
investment made by Kayne Anderson Capital Advisors, L.P. and David
D. LeNorman.

Aspen Group Resources Corporation is an independent oil and
natural gas producer engaged in the acquisition, exploration, and
development of oil and natural gas properties in North America.
Aspen's shares trade on The Toronto Stock Exchange under the
symbol "ASR".


ATLAS COLD: OSC Vs. Ex-Execs Proceeding Adjourned to August 11
--------------------------------------------------------------
At an appearance Wednesday at the Ontario Court of Justice at Old
City Hall, the proceeding commenced by the Ontario Securities
Commission against former senior officers of Atlas Cold Storage
Income Trust was adjourned to August 11, 2004 at 9:00 a.m. in
court room 111, Old City Hall, to be spoken to at that time.

On June 3, 2004, the OSC charged Patrick Gouveia, Andrew Peters,
Ronald Perryman and Paul Vickery with violations of the Ontario
Securities Act. Information on the charges is summarized in an OSC
news release issued June 3, 2004, available on the OSC web site
http://www.osc.gov.on.ca/

Presented with evidence of a serious medical condition, the OSC
has stayed charges against Andrew Peters, as it is no longer
considered in the public interest to proceed with those charges.

The Commission has also issued a Notice of Hearing and staff of
the Commission have filed a Statement of Allegations with the
Commission against the four individuals in relation to the filing
of misleading financial statements as alleged in the quasi-
criminal charges. These documents are also available on the OSC
web site at http://www.osc.gov.on.ca/

                        *   *   *

As reported in the Troubled Company Reporter's February 4, 2004
edition, Atlas is in the process of attempting to negotiate an
agreement with its lenders under the Credit Agreement whereby the
lenders will deal with the existing defaults under the Credit
Agreement. The agreement being sought by Atlas will continue the
cap on availability at amounts presently outstanding and impose
additional reporting, financial and other covenants on Atlas. The
agreement will also provide the terms upon which the credit
facilities will remain in place until their scheduled maturity on
July 24, 2004. The principal terms of the agreement are subject to
continuing negotiation and it is not certain that an agreement
will be reached. The failure to obtain such an agreement may have
a material adverse impact on the Trust's financial position,
results of operations and cash flows.


AVAYA: Will Report Fiscal 3rd Quarter 2004 Results on July 27
--------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of business
communications software, systems and services, said it plans to
report fiscal third quarter 2004 results after the market close on
Tuesday, July 27, 2004.

Avaya also will host a conference call to discuss its financial
results at 5:00 p.m. EDT on July 27, 2004. A listen-only broadcast
of the conference call and presentation notes can be accessed on
the company's website at http://www.avaya.com/investors/.You also  
may listen to a replay of the conference call beginning at 8:00
p.m. EDT on July 27 through August 5, by dialing 800-642-1687
within the United States and 706-645-9291 outside the United
States. The replay access code is 8354879.
    
                        About Avaya

Avaya Inc. designs, builds and manages communications networks for
more than 1 million businesses worldwide, including 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 Web site 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.


BELDEN & BLAKE: Completes Merger With Carlyle/Riverstone Affiliate
------------------------------------------------------------------
Belden & Blake Corporation announced the completion of its merger
with Capital C Energy Operations, LP, an affiliate of
Carlyle/Riverstone Global Energy and Power Fund II, L.P. Capital C
acquired Belden & Blake in an all-cash transaction.

Headquartered in North Canton, Ohio, Belden & Blake is one of the
oldest and largest oil and gas producers in the Appalachian and
Michigan Basins with estimated proved reserves of approximately
360 Bcfe at the end of 2003. The company is engaged in every
aspect of the development and production of its extensive resource
base including exploitation, operation, compression, gathering and
marketing. The management team will remain with the company post
merger with the exception of the retirement of the current CEO,
John L. Schwager. Frost W. Cochran, President and CEO of Capital
C, will serve as Belden & Blake's new Chief Executive Officer.

"Belden & Blake is a significant step in our mission of acquiring
low risk, long-life producing reserves," said Mr. Cochran. "In
addition to its extensive acreage position in Appalachia and
Michigan, the company is one of the most experienced operators in
extracting gas and oil from shallow blanket formations."

"The acquisition has been accomplished through a financing
structure that captures the benefits of today's attractive
commodity prices and minimizes risk," commented Gregory A. Beard,
Principal of Carlyle/Riverstone. "Additionally, the company
provides us with a presence in some of the nation's often
overlooked, but strategically important, hydrocarbon producing
regions."

Capital C was formed to acquire, own and operate domestic,
onshore, oil and gas and mineral interests. The partnership
focuses on extensively developed, low risk fields with medium- to
long-life production, and predictable operating costs.
Additionally, Capital C utilizes commodity price risk management
tools extensively in the structuring of its investments to better
manage the predictability of operating results.

Riverstone Holdings and The Carlyle Group are the co-general
partners of the Carlyle/Riverstone Global Energy and Power Fund
II. Riverstone, a New York-based energy and power focused private
equity firm founded in 2000, has approximately $1.5 billion under
management. Riverstone conducts buyout and growth capital
investments in the midstream, upstream, power, and oilfield
service sectors of the energy industry. To date, the firm has
committed approximately $875 million to 10 investments across each
of these four sectors. The Carlyle Group is a global private
equity firm with more than $18 billion under management. Carlyle
invests in buyouts, venture, real estate, and leveraged finance in
North America, Europe, and Asia. Since 1987, the firm has invested
$10.8 billion of equity in 317 transactions. The Carlyle Group
employs more than 500 people in 14 countries. Visit
http://www.carlyle.com/for additional information.  

Randall & Dewey, an oil and gas strategic advisory and consulting
firm based in Houston, TX, acted as financial advisors to Belden &
Blake.

Goldman Sachs & Co. arranged the debt financing and acted as
financial advisor to Capital C.

                         *   *   *

As reported in the Troubled Company Reporter's June 30, 2004
edidtion, Standard & Poor's Rating Services raised its corporate
credit rating on independent oil and gas company Belden & Blake
Corp. to 'B' from 'CCC+', and at the same time assigned its 'BB-'
rating and recovery rating of '1' to its proposed $170 million
credit facility secured by a first lien on all assets. The secured
credit facility is rated two notches above the corporate credit
rating reflecting the very strong likelihood of a full recovery of  
principal if Belden defaults. In addition, Standard & Poor's
assigned its 'B-' rating and a recovery rating of 3 to the  
proposed $192.5 million senior secured notes due 2012, reflecting  
its junior position to the first-lien debt and weaker recovery  
prospects. Finally, Belden's existing subordinated debt rating is  
raised to 'CCC+' and its $225 million subordinated notes are  
placed on CreditWatch with positive implications reflecting the  
cash tender offer for them expiring July 15, 2004. All of Belden's  
outstanding subordinated debt should be retired from the proceeds  
of the aforementioned funding vehicles.

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


CAMBEX: Says Super PC's Liquidation Won't Greatly Affect Company
----------------------------------------------------------------
On May 21, 2004, Super PC Memory, Inc., a wholly-owned subsidiary
of Cambex Corporation, discontinued its operations and executed an
Assignment for the Benefit of Creditors.  The purpose of the
Assignment is to provide an orderly liquidation of Super PC's
assets and distribution of the proceeds to Super PC's creditors.  
Super PC's assets primarily consist of inventory, receivables,
fixed assets and a Purchase Agreement for the sale of Super PC's
customer base relating to Wintel Products and rights to do
business with said customers.

The Assignee is Maximum Asset Recovery Services, Inc., a Los
Angeles, California based financial consulting and management
firm.  Maximum Asset Recovery Services, Inc. has no relationship
to Super PC Memory, Cambex Corporation or any of their affiliates.

The Company acquired Super PC Memory in March 2002. Super PC
Memory incurred substantial operating losses in fiscal year 2003
and fiscal year 2004 to date. Due to unfavorable memory market
conditions, Super PC's cost structure could not be supported by
the revenues and gross profit Super PC could generate.
Consequently, Super PC Memory executed an Assignment for the
Benefit of Creditors. Cambex Corporation and its other
subsidiaries are unaffected by the Super PC Memory action.
However, the Assignment will significantly reduce the Company's
revenues. On the other hand, it also will reduce its operating
costs and positively impact its cash flow.

At April 4, 2004, Cambex Corporation's balance sheet shows a total
stockholders' deficit of $5,154,760 compared to a deficit of
$5,468,483 at December 31, 2003.


CAPITAL BEVERAGE: Needs More Money to Continue as a Going Concern
-----------------------------------------------------------------
Capital Beverage Corporation has a history of losses with an
accumulated deficit of $5,367,639 and $5,222,395 at March 31, 2004
and December 31, 2003, respectively. The Company also has a
working capital deficiency of $4,101,264 and $4,028,322 at March
31, 2004 and December 31, 2003, respectively. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern. The Company's continuation as a going concern is
dependent upon its ability to ultimately attain profitable
operations, generate sufficient cash flow to meet its obligations,
and obtain additional financing as may be required.

The Company has a revolving loan with Entrepreneur Growth Capital,
LLC. The loan limit is $2,500,000 and carries an interest rate of
prime plus 2%. The loan is collateralized by the Company's
accounts receivable, inventory, pledged property and distribution
rights. The outstanding balance was $1,534,128 and $1,882,185 at
March 31, 2004 and December 31, 2003, respectively.

On December 11, 2003, the Park Slope Group, LLC, a single member
limited liability company whose sole member is Addie Realty
Properties, Inc., which in turn is wholly owned by certain
officers of the Company loaned the Company $2,500,000 maturing on
December 11, 2004 and accruing interest at 12% per annum.

Addie and the officers of the Company have entered into this
transaction in order to permit the Company to pay off its term
loan with EGC, to pay down a portion of its revolving credit
promissory note and agreement with ECG, and to restructure and
amend its revolving credit agreement with EGC upon terms more
favorable than those presently existing and available to the
Company from EGC. Addie has transferred certain real property to
the LLC. The LLC agreed to borrow $2,500,000, secured by a
mortgage to Seaway Capital Corp. under credit terms more favorable
than those which could presently be obtained by Capital. The LLC
is lending the net proceeds of its loan from Seaway to Capital.
Addie and the officers have also entered into an agreement with
EGC to pay the net proceeds of the Seaway loan to EGC for the
benefit of Capital to pay off its term loan with EGC, to pay down
a portion of Capital's revolving credit promissory note and
agreement with EGC, and to restructure and amend Capital's
revolving credit agreement with EGC upon terms more favorable than
those presently existing and available to Capital from EGC.

Capital's working capital deficiency increased from a deficit of
$4,028,322 at December 31, 2003 to a deficit of $4,101,264 at
March 31, 2004 due to the rise in accounts payable impacted by the
future product price increase.  At March 31, 2004 the Company's
primary sources of liquidity were $191,438 in cash, $1,124,814 in
accounts receivable and $3,171,483 in inventories.

Management believes it has sufficient sources of working capital
to adequately meet the Company's needs through the end of 2004.


CATHOLIC CHURCH: Applies To Employ Sussman Shank As Counsel
-----------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for permission to employ the law firm of Sussman Shank,
LLP, in Portland, Oregon, as its bankruptcy counsel.  

Archbishop John G. Vlazny tells the Bankruptcy Court that Sussman
Shank is well qualified to represent the Archdiocese.  The Firm
will perform all of the services necessary and desirable to the
conduct of the Debtor's chapter 11 case.

Within the year prior to the Petition Date, Sussman received
$37,638.06 from the Archdiocese.  Additionally, the Archdiocese
paid a $200,000 retainer to Sussman.  Sussman Shank will bill for
postpetition services at its customary hourly rates:

      Partners            $200 to $315
      Special Counsel     $210 to $240
      Associates          $150 to $185
      Paralegals           $70 to $125
      Legal Assistants             $50

Thomas W. Stilley, Esq., assures the Court that he, his partners
and his firm are disinterested within the meaning of Section
101(14) of the Bankruptcy Code as required under Section 327.  
Out of an abundance of caution, Mr. Stilley discloses that his
firm has represented Oregon Catholic Press since February 2003 in
employment related matters.  OCP is not currently one of the
Debtor's creditors.  Mr. Stilley also discloses that the
Archbishop (or his designee) serves on boards overseeing Catholic
Charities, Oregon Catholic Press, St. Mary's Home, and Village
Enterprises.  

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas
W. Stilley, Esq. and William N. Stiles, Esq. of Sussman Shank LLP
represent the debtor in its restructuring efforts. When the debtor
filed for chapter 11 protection, it listed estimated assets of
$10,000,000 to $50,000,000 and estimated debts of $25,000,000 to
$50,000,000. (Catholic Church Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CHAS COAL: Wants to Hire Gregory Lathram as Bankruptcy Counsel
--------------------------------------------------------------
Chas Coal, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky, London Division, to hire the Law Offices of
R. Gregory Lathram, P.S.C., as its legal counsel.

Mr. Lathram will overlook the principal duties in representing the
Debtor. In his capacity, Mr. Lathram will:

   a. prepare pleadings and applications and conducting
      examinations on behalf of the Debtor in Possession
      incidental to any related proceedings or to the
      administration of this case;

   b. develop the status of the relationship between Debtor as a
      Debtor in Possession and the claims of all creditors in
      the pending Chapter 11 bankruptcy case;

   c. advise Debtor in Possession of its rights, duties, and
      obligations in the course of operating a business under
      Chapter 11 of the United States Bankruptcy Code;

   d. take any and all other necessary actions on behalf of the
      Debtor in Possession incident to the proper preservation
      and administration of the pending Chapter 11 bankruptcy
      case; and

   e. advise and assist Debtor in Possession in the formation
      and development of a plan of reorganization, the
      disclosure statement, and any and all other matters
      related thereto in the pending Chapter 11 bankruptcy case.

Mr. Lathram's current rate is $200 per hour and his paralegals
bill at $50 per hour.

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.


COINSTAR INC: Completes American Coin Acquisition for $235 Mil.
---------------------------------------------------------------
Coinstar Inc. (Nasdaq:CSTR), the market leader in self-service
coin counting and growing supplier of e-payment services,
announced that it has completed the purchase of American Coin
Merchandising Inc. and its parent company, ACMI Holdings Inc., for
$235 million. Coinstar Inc. also announced the completion of $310
million of debt financing consisting of a $250 million term loan
and a $60 million revolver. The proceeds will be used primarily to
fund the acquisition, with the balance used for general corporate
and working capital purposes.

On May 24, 2004, Coinstar Inc. announced its proposed acquisition
of ACMI, one of the largest vendors of plush toys in the United
States with a product line consisting of skill crane machines,
bulk vending, kiddie rides and video games. The company
distributes its equipment to mass merchants, supermarkets,
warehouse clubs, restaurants, entertainment centers, truck stops,
and other distribution channels.

Coinstar Inc. secured a $250 million term loan with a tenor of
seven years, amortizing at one percent per year with a balloon
payment at maturity. The interest rate for the term loan is LIBOR
plus 225 basis points with a step-down to LIBOR plus 200 basis
points when total leverage falls below two-and-a-half times annual
EBITDA. Customary covenants apply to the term loan, including
maximum total leverage, interest coverage, capital expenditure
limits, stock repurchase and dividend limitations and standard
restrictions on investments and mergers and acquisitions. In
addition, the Company is required to enter into interest rate
protection agreements in the amount of $125 million. The Company
also secured a $60 million revolving credit facility with a tenor
of five years to be used for general corporate needs. Copies of
the Merger Agreement and Credit Agreement will be filed on Form 8-
K with the SEC.

The facilities were arranged by J.P. Morgan Securities Inc. and
Lehman Brothers Inc. Bank of America, N.A., KeyBank, N.A., and
Wells Fargo Bank, N.A served as documentation agents for the
financing and are also participating in the revolving credit
facility.

As previously stated, the Company expects this transaction to be
accretive within the first twelve months, excluding the effects of
the amortization of intangible assets. Over the next 30 to 60 days
the Company will obtain an independent valuation of certain of
ACMI's tangible and intangible assets, which will enable the
Company to determine purchase price allocations including amounts
assigned to intangible assets and goodwill. As a result, reported
GAAP EPS will be impacted by the non-cash accounting charges
related to such amortization of intangible assets. The Company
will give guidance regarding GAAP EPS for the combined companies
once the valuation of tangible and intangible assets is complete.

                  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."


CS GOLF MANAGEMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: CS Golf Management LC
        1817 Kingfisher Ridge Cove
        Leander, Texas 78645

Bankruptcy Case No.: 04-13502

Chapter 11 Petition Date: July 2, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Duane J. Brescia, Esq.
                  Strasburger & Price, L.L.P.
                  600 Congress Avenue, Suite 2600
                  Austin, TX 78701
                  Tel: 512-499-3600
                  Fax: 512-499-3660

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.


DAYTON SUPERIOR: Increases Credit Facility to $95 Million
---------------------------------------------------------
Dayton Superior Corporation reported that it has increased its
existing $80 million senior secured revolving credit facility with
General Electric Capital Corporation and General Motors Acceptance
Corporation (GMAC) to $95 million effective July 2, 2004. The
$15 million increase in credit availability will provide the
Company with additional liquidity capacity to effectively manage
its business. Availability of borrowings continues to be subject
to a borrowing base calculation.

Stephen R. Morrey, Dayton Superior's President and Chief Executive
Officer stated, "The additional liquidity capacity under the
credit facility provides us with the flexibility to pursue
opportunities to enhance our business performance as they come
available. At this time there are no immediate intentions to
utilize any portion of the additional credit availability."

Dayton Superior is the largest North American manufacturer and
distributor of metal accessories and forms used in concrete
construction, and a leading manufacturer of metal accessories used
in masonry construction in terms of revenues. The company's
products are used in two segments of the construction industry:
infrastructure construction, such as highways, bridges, utilities,
water and waste treatment facilities and airport runways, and non-
residential building, such as schools, stadiums, prisons, retail
sites, commercial offices, hotels and manufacturing facilities.
The company sells most products under the registered trade names
Dayton Superior(R), Dayton/Richmond(R), Symons(R), Aztec(R),
BarLock(R), Conspec(R), Edoco(R), Dur-O-Wal(R) and American
Highway Technology(R).

                     *   *   *

As reported in the Troubled Company Reporter's June 17, 2004
edition, Standard & Poor's Ratings Services lowered its ratings on
Dayton Superior Corp., a concrete construction products
manufacturer. The outlook is negative.

Standard & Poor's lowered its corporate credit and senior secured  
ratings on Dayton Superior to 'B-' from 'B', and the subordinated  
debt rating to 'CCC' from 'CCC+'.

"The downgrade reflects Dayton Superior's very weak cash flow  
protection measures and narrow liquidity. The lingering impact of  
the lengthy downturn in commercial construction markets and  
skyrocketing steel prices have combined to reduce earnings and  
cash flows to subpar levels," said Standard & Poor's credit  
analyst Pamela Rice.


DEEP WELL OIL: Appoints Menno Wiebe as Director & COO
-----------------------------------------------------
Deep Well Oil & Gas, Inc., a Nevada Corporation, announced that on
July 6, 2004, the Directors approved the appointment of Menno
Wiebe to the Board of Directors and his appointment of the
Management team as Chief Operating Officer.

Mr. Wiebe brings to the company not only previous Senior
Management and Board level experience but a wealth of hands on
project management knowledge and a valuable international
perspective.

Mr. Wiebe was born in 1948 and obtained his BSc. Geology degree
from the University of Manitoba in 1970. He subsequently earned an
MBA from the University of Warwick, England in 1993. During his
early career he participated in the evaluation of the heavy oil
sands in the Fort McMurray area carried out by Hudsons Bay Oil &
Gas. From 1975 to 1983 Mr. Wiebe served with Occidental Petroleum
in postings in Libya, Scotland and the U.S. During this period he
joined Oxy Management as Chief Geologist for the development of
two large North Sea fields.

In 1983, Mr. Wiebe joined Bow Valley Industries for a four year
posting in Jakarta, Indonesia where, as Exploration Manager, he
directed extensive drilling programs in the Java Sea and North
Sumatra. In 1986, when the Indonesian authorities signaled that
they planned to offer large secondary recovery blocks to
international oil companies, Mr. Wiebe moved to Husky Oil
serving in both Jakarta and Calgary and he successfully managed
the acquisition, negotiation and project implementation, of the
first of these projects amid conditions of strong competition.
During his 8 years in Indonesia, Mr. Wiebe served as a director of
the Canadian Business Association and established strong industry
and government contacts in Southeast Asia.

Mr. Wiebe joined Hall-Houston Oil Company, a privately held firm,
in 1991 and served in Kuala Lumpur, Malaysia as President and
General Manager for its exploration and drilling projects there.
This activity resulted in a gas discovery and central involvement
in gas field development and power generation project planning.

In early 1999, Mr. Wiebe returned to Canada and became a Director
and then CEO of Pertacal Energy Inc. with operated interests in
Yemen, the UK and France. In late 2001, Mr. Wiebe formed a private
international Oil Industry consulting company. He remains very
active in both the Canadian and International oil industry
including a position on the management team at Adulis Resources
Inc. a public Company listed on the TSX-V and continues to be
a member of a number of technical and management associations.

The Directors and Management would like to thank Mr. Brown for his
contributions to Deep Well Oil & Gas, Inc. and wish him good
fortune on the pursuit of his new career.

The Company continues to focus on its new business plan to
commence operations as an oil and gas exploration and development
company with special emphasis on heavy oil and gas exploration
activities in Northern Alberta, Canada.

Deep Well Oil & Gas, Inc. -- whose total stockholders' deficit
tops $44,440 at March 31, 2004 -- and its former subsidiaries,
were engaged in the manufacture and distribution of standard and
custom precision mechanical assemblies and components throughout
the United States.


DENNY'S CORP: Completes $92 Million Equity Private Placement
------------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) announced that it has closed a
private placement of 48,429,997 shares of its common stock sold to
accredited institutional investors at a price of $1.90 per share
yielding gross proceeds of approximately $92 million. The Company
now has 89.7 million aggregate shares outstanding. The proceeds
from the private placement will be used to reduce indebtedness and
for general corporate purposes. The Company may initially reduce
debt by repaying a portion of amounts outstanding under the
Company's credit facility as well as prepaying or acquiring a
portion of the Company's 12.75% Senior Notes due 2007 and/or
11.25% Senior Notes due 2008. UBS Securities LLC acted as
exclusive placement agent and financial advisor to the Company in
connection with this private placement.

Commenting on the transaction, Andrew F. Green, Chief Financial
Officer of Denny's, said, "The deleveraging effected by this
substantial equity investment, along with our improving
operational performance, enhances Denny's credit profile. In order
to further strengthen our capital structure, we are moving forward
with refinancing our credit facility as well as evaluating a
refinancing of some or all of our senior notes. We believe these
efforts will enable us to lower our interest expense, providing
additional cash flow for investment in new restaurants, remodels
of current restaurants and other growth initiatives."

Nelson J. Marchioli, President and Chief Executive Officer of
Denny's, stated, "We are very pleased with the support provided by
these institutional investors, which include both existing
shareholders and new investors. We feel it is further confirmation
of the strength of the Denny's brand and the steps we have taken
to build upon that strong foundation."

The securities sold in the private placement have not been
registered under the Securities Act of 1933, as amended, and may
not be re-offered or re-sold in the United States in the absence
of an effective registration statement or exemption from
registration requirements. However, as part of the transaction,
the Company has agreed to file a registration statement with the
Securities and Exchange Commission no later than 30 days after the
closing of the transaction, and thereafter to seek and maintain
the effectiveness of such registration statement, for purposes of
registering for resale the shares of common stock issued in the
private placement.

Denny's is America's largest full-service family restaurant chain,
operating directly and through franchisees 1,630 Denny's
restaurants in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on family dining restaurant operator Denny's Corp. The
corporate credit rating was lowered to 'CCC+' from 'B-'. At the
same time, all ratings were removed from CreditWatch, where they
were placed July 31, 2003. The outlook is negative.

The rating actions are based on Denny's deteriorating operating
performance and cash flow protection measures, as well as Standard
& Poor's heightened concern that continued poor performance will
constrain the company's liquidity.


DII/KBR: St. Paul Agrees to Pay $350K to Resolve Insurance Dispute
------------------------------------------------------------------
St. Paul Mercury Insurance Company has issued or is alleged to
have issued certain general liability insurance policies to
various entities, including Brown & Root, Inc. -- a predecessor
to KBR, Inc. -- under which policies KBR asserts that it has or
may have rights to obtain reimbursement of indemnity and defense
costs incurred in connection with asbestos and silica-related
claims.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, informs the Court that a lawsuit
brought by KBR against St. Paul relating to certain of the
Insurance Policies is currently pending in Harris County, Texas,
and is captioned as "Kellogg Brown & Root, Inc. v. AIU Insurance
Co., et al."

According to Mr. Zanic, the issues raised in the Coverage Lawsuit
are complex and continued litigation would be costly to KBR and
its estate and creditors.  While KBR believes that it ultimately
would prevail in the Coverage Lawsuit, as in any litigation, the
outcome remains uncertain.

Thus, to mitigate the risks and avoid the expense associated with
continued litigation, KBR and St. Paul entered into a Settlement
Agreement on June 9, 2004 for the purpose of effectuating a full
and final settlement that releases and terminates all rights,
obligations, and liabilities that St. Paul may owe to KBR under
the Subject Insurance Policies in consideration for certain
monetary payments and other consideration.

The consummation of the Settlement Agreement will involve St.
Paul's payment of $350,000 in exchange for a complete release of
its obligations under the Insurance Policies.  St. Paul will also
be released from liability for Asbestos Claims and Silica Claims
under the Post-1992 Insurance Policies.  The material terms of
the Settlement are:

   (a) St. Paul Settlement Payment

       Within 10 days of the satisfaction or waiver of the
       conditions precedent, St. Paul will pay KBR $350,000.

   (b) Conditions Precedent to Payment of the Settlement Amount

       The Settlement Agreement conditions the obligation of St.
       Paul to pay the Settlement Amount on the satisfaction or
       waiver of, among other conditions:

       * entry of a final order approving the Settlement; and

       * occurrence of the Effective Date of the Plan.

   (c) Release in Favor of St. Paul

       After the payment of the Settlement Amount, and except for
       obligations created by the Settlement Agreement, KBR, on
       behalf of itself and its successors and assigns, will be
       deemed to release, remise, covenant not to sue, and
       forever discharge St. Paul:

       * from and against all claims that KBR had, now has, or
         may have arising from the Insurance Policies;

       * from and against all claims that KBR had, now has, or
         may have arising from the Post-1992 Insurance Policies;

       * from and against all liability to KBR arising from the
         Coverage Lawsuit; and

       * from and against any event, transaction, occurrence,
         act, or any other misfeasance or nonfeasance relating in
         any way to the Insurance Policies, the Post 1992
         Insurance Policies and the Coverage Lawsuit.

   (d) Release in Favor of KBR

       At the same time the release in favor of St. Paul becomes
       effective, St. Paul will be deemed to release and forever
       discharge KBR:

       * from and against all claims that St. Paul had, now has,
         or may have with respect to the Insurance Policies;

       * from and against all claims that St. Paul had, now has,
         or may have arising from the Post-1992 Insurance
         Policies;

       * from and against liability arising from the Coverage
         Lawsuit; and

       * from and against any event, transaction, occurrence,
         act, or any other misfeasance or nonfeasance relating in
         any way to the Insurance Policies, the Post 1992
         Insurance Policies and the Coverage Lawsuit.

   (e) Reservation of Rights by KBR

       KBR will reserve all rights and benefits it may have in
       connection with certain insurance policies and, with
       respect to the Post-1992 Insurance Policies, all past,
       present or future claims that are not specifically
       released by the Settlement Agreement.

   (f) Amendments to Plan Documents

       Subject to the satisfaction or waiver of the Conditions
       Precedent of the Settlement Agreement:

       * the Settlement Agreement will constitute an
         "Asbestos/Silica Insurance Settlement Agreement" for
         purposes of the Plan;

       * St. Paul will be a "Settling Asbestos/Silica Insurance
         Company" entitled to the protection of the
         "Asbestos/Silica Insurance Company Injunction;"

       * Exhibit 1 to the Plan will be amended to include all of
         the Subject Insurance Policies; and

       * Exhibit 2 to the Plan will be amended to add the
         Settlement Agreement as an "Asbestos/Silica
         Insurance Settlement Agreement."

       St. Paul will, therefore, be a Settling Asbestos/Silica
       Insurer entitled to the benefit of the Asbestos/Silica
       Insurance Company Injunction to be issued in connection
       with the Plan pursuant to Sections 524(g) and 105 of the
       Bankruptcy Code, which will, subject to the occurrence of
       the Effective Date and satisfaction or waiver of the
       Conditions Precedent, enjoin the assertion against St.
       Paul of all claims arising under the Insurance Policies.

   (g) Dismissal of Coverage Lawsuit and Standstill Agreement

       The Settlement Agreement provides for a dismissal of the
       parties' claims and counterclaims against one another in
       the Coverage Lawsuit and a standstill with respect to the
       prosecution of the Coverage Lawsuit pending fulfillment of
       the Conditions Precedent.

Mr. Zanic contends that the terms of the Settlement Agreement are
fair and reasonable and that the Settlement Agreement is in the
best interests of KBR's estate and creditors because:

   (1) The Settlement Agreement is the product of extensive and
       intensive arm's-length negotiations between KBR and St.
       Paul;

   (2) As a result of the Settlement Agreement, KBR will recover
       insurance proceeds amounting to $350,000, which will
       enhance its liquidity and increase the feasibility of the
       Plan; and

   (3) The Settlement Agreement will result in the resolution of
       portions of the Coverage Lawsuit, thus reducing the costs
       associated with the prosecution of the lawsuit and
       eliminating any uncertainty regarding the extent of
       recovery from St. Paul.

Accordingly, the Debtors seek the Court's authority to enter into
the Settlement Agreement.

Mr. Zanic asserts that the proposed modifications to the Plan are
not material.  These modifications are entirely consistent with
the Debtors' expressed intention in the Disclosure Statement to
attempt to reach pre-confirmation settlement agreements with
their insurers, and thus do not require the resolicitation of
acceptances for the Plan.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DII/KBR: Lanzhou Taps SCORE Technology for Ethylene Plant
---------------------------------------------------------
KBR (Kellogg Brown & Root) has been awarded a basic design
engineering package for a new 360,000 ton/yr ethylene plant
capacity expansion, which will be added to an existing 240,000
ton/yr unit for a total capacity of 600,000 ton/year by the
Lanzhou Petrochemical Company, which operates under the auspices
of PetroChina. The facility will be located in Lanzhou City, Gansu
Province of the Peoples Republic of China and will utilize KBR's
proprietary SCORE(TM) (Selective Cracking Optimum REcovery)
technology. Huanqiu Chemical Engineering and Construction Company
(HQCEC) will perform the detailed engineering. KBR is the
engineering and construction subsidiary of Halliburton (NYSE:HAL).

KBR's SCORE(TM) technology brings together the expertise and
experience of KBR and ExxonMobil Chemical to provide the
petrochemical industry with state-of-the art technology with both
a design contractor's and ethylene producer's perspective. Safety,
operability, and reliability are combined with low capital and
energy costs to give producers the competitive edge in today's
markets. Since 1995, KBR ethylene technology has been used in
approximately 30 percent of the world's new olefins plant capacity
and has built the reputation it continues to stand for.

"Being a world-famous engineering company, KBR has licensed its
technology to many plants both inside and outside China, enjoying
a high reputation in the international ethylene field," said Mr.
Sun Li, president of PetroChina Company Limited.

"We are quite excited about this award as it represents the first
application of KBR's entire SCORE(TM) technology in China," said
Ray Orriss, vice president of Olefins at KBR. Orriss added that
although SCORE(TM) cracking furnaces will be started up this year
at Daqing, Lanzhou Petrochemical Company will be the first complex
in China to use both the hot and cold section SCORE(TM) design. To
add to the expansion of the SCORE(TM) facilities, two new
SCORE(TM) grassroots ethylene plants will be starting up within
the next year in Thailand and Saudi Arabia.

KBR is a global engineering, procurement and services company.
Whether designing a chemical plant, serving as a defense industry
contractor, or providing capital construction, KBR delivers world
class service and performance. KBR employs 64,000 people in 43
countries around the world.

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 Group and
Engineering and Construction Group business segments. The
company's World Wide Web site can be accessed at
http://www.halliburton.com/

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


DSI TOYS: Accounts Receivable to be Auctioned on July 12
--------------------------------------------------------
Sunrock Capital Corp., DSI Toys, Inc.'s secured lender, obtained
relief from the automatic stay in DSI's bankruptcy case on October
30, 2003, and repossessed the collateral securing repayment of its
1999 Loan Agreement.  On Monday, July 12, 2004, at the offices of
its counsel:

     Hughes & Luce, LLP
     1717 Main Street
     Dallas, Texas 75201
     Telephone (214) 939-5500

Sunrock will auction DSI's accounts receivable to the highest
bidder.  The accounts receivable are owed by:

     Ames Department Stores
     Arlington Toy Enterprises, Inc.
     Brainstorm Logistics
     Circuit City
     CRG Toys, SA (Costa Rica)
     FAO
     FAO - Zainy Brainy
     Frank W. Kerr Co.
     Kay-bee Stores, Inc.
     Kmart
     Lash Tamaron
     Learning Express - Great Falls
     Learning Express - Newton Gibsons
     Learning Express - Wilmington
     Limited Too, Inc.
     LiquidXS.com
     Meijer, Inc.
     Nestle USA, Inc.
     Popular Club Plan, Inc.
     QVC, Inc.
     Shopko Stores
     Starquest Products
     Target Northern Ops. Center
     Toys-R-Us

Contact Sunrock at 215-856-0340 for an accounting.  Additional
information is available from:

     Robert Castine
     Dominion Pacific Group
     11625 Montana Ave., Suite 112
     Los Angeles, CA 90045
     Telephone (310) 472-2378
     Fax (310) 472-1873

When DSI filed for bankruptcy, it estimated its accounts
receivable totaled $4.5 million, of which $2.9 million was more
than 90 days old.  

DSI Toys, Inc., filed its chapter 7 petition on October 17, 2003
(Bankr. S.D. Tex. Case No. 03-44867-H5-7).  William B.
Finkelstein, Esq., and Matthew J. Cleaves, Esq., at Hughes & Luce,
L.L.P., in Dallas, represent Sunrock Capital Corp., DSI's secured
lender.  


ELDORADO PARKWAY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Eldorado Parkway Creek Investments, Ltd.
        8117 Preston Road, Suite 420
        Dallas, Texas 75225

Bankruptcy Case No.: 04-43113

Type of Business: The Debtor is engaged in real estate
                  investment.

Chapter 11 Petition Date: July 3, 2004

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Harriet L. Langston, Esq.
                  Harriet Langston, P.C.
                  12900 Preston Road, Suite 1050
                  Dallas, TX 75230
                  Tel: 972-233-3328

Total Assets: $1,007,252

Total Debts:  $681,475

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


ENRON CORP: Sues 40 Creditors to Recover Preferential Payments
--------------------------------------------------------------
On or within 90 days before the Bankruptcy Petition Date, the
Enron Corporation Debtors made, or caused to be made, transfers to
40 creditors:

   Creditor                                          Amount
   --------                                          ------
   Akin, Gump, Strauss, Hauer & Feld, LLP          $338,930
   Avca Corporation                                 392,190
   Avis Rent-A-Car System, Inc.                     113,689
   Avtec, Inc.                                      510,888
   B&A Redmond Partner, Ltd.                        255,037
   B&J Industrial Supply                             32,646
   Baker Tanks, Inc.                                 52,470
   Bank & Office Interiors                          100,023
   Bank One                                         101,584
   Banner Industrial Supply                          32,283
   Cutler-Hammer, Inc.                               86,612
   Dale C. Rossman, Inc.                            212,649
   Daniel J. Shea                                    38,500
   Daniel Valve Company                              26,484
   Dawson County Appraisal District                  36,473
   Dea Construction Company                         290,915
   Hmt, Inc.                                        140,400
   Hobart West Group, LLC                            84,592
   Holtec International                             523,100
   Hood River Sand & Gravel                          48,281
   Horizon Constructors, Inc.                        75,415
   Houghton Chemical                                 27,457
   Hugh Murphy                                       21,600
   Huntsman Corporation                             177,400
   Industrial Marine Service, Inc.                   31,788
   Idylwood Village Apartments                       29,158
   Illinois Blower, Inc.                             22,986
   Indeck Power Equipment Company                   157,927
   Industrial Communications                        106,653
   Oilfield Supply                                   46,708
   PB Energy Storage Services, Inc.                 151,420
   Rexel Southern Electrical Supply                 117,829
   Rexel Summers                                    132,767
   Rhoads Industries, Inc.                           71,746
   Richard Surrey                                    40,600
   Richard Company                                   63,000
   Ridge Cut Farms Partnership                       30,000
   Robertson-Ceco Corporation                        59,499
   Rockland County Solid Waste Authority             56,024
   Rohm & Haas Company                              157,500
                                              -------------
       TOTAL                                     $4,995,223

Neil Berger, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that:

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

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

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

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

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

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

       -- the Transfers had not been made; and

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

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

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

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

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

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

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

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

Accordingly, the Debtors ask the Court to:

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

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

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

  (iv) award them attorneys' fees, costs and other expenses
       incurred. (Enron Bankruptcy News, Issue No. 115; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


ENRON: Power Resources Presses For Administrative Claim Payment
---------------------------------------------------------------
Power Resources Operating Company, Inc., asks the Court to allow
and compel the payment of its administrative expenses amounting to
$119,870, pursuant to Section 503(b)(1)(A) of the Bankruptcy Code.

Paul Hollender, Esq., at Corash & Hollender, PC, in Staten
Island, New York, relates that Enron Energy Services, Inc., and
Power Resources entered into a Client Commission Agreement on
August 24, 2001 pursuant to which Power Resources could identify
and recommend existing clients who were commercial or industrial
natural gas users in Illinois, New York, Ohio, Pennsylvania and
Virginia, for introduction to EESI.  EESI could then enter into
Individual Energy Agreements to supply the natural gas
requirements of those Potential Customers.  EESI agreed to pay
Power Resources a monthly commission for natural gas purchased by
each Participating Customer under each Individual Energy
Agreement.

According to Mr. Hollender, the Commission is equal to 100% of
the spread between the price it had negotiated with a particular
Participating Customer and the price at which EESI was willing to
sell natural gas to that Participating Customer.  The Commission
was to be calculated by multiplying:

   (a) a positive difference, if any, obtained by subtracting the
       Enron Price from the Sales Price; times

   (b) the estimated number of MMBtu's of natural gas consumed by
       the Participating Customer.

Between August 24, 2001 and November 30, 2001, Mr. Hollender
reports that EESI or its Enron-affiliated designee, entered into
Individual Energy Agreements with about 111 Customers Power
Resources identified and recommended.  Upon entering into
Individual Energy Agreements, the 111 Customers became
Participating Customers and Power Resources became entitled to a
monthly Commission based on the natural gas the Participating
Customers purchased from EESI or its designee.

By notice dated and effective as of November 4, 2002, EESI
rejected the Client Commission Agreement.

Mr. Hollender tells Judge Gonzalez that the Debtors failed to pay
Power Resources any Commission.  Power Resources asserts a
$92,431 claim for Commissions due for the natural gas sold to
Participating Customers before the Petition Date.

EESI has proposed certain adjustments to the claim.  The
resolution of the proposal is still pending.

For December 2001, Power Resources asserts that it is owed
$119,970 in Commissions.  Power Resources agrees to waive any
right to the Commissions based on natural gas sold to
Participating Customers after December 31, 2001.

Power Resources informally requested payment of the December 2001
Commission but EESI took the position that because the Client
Commission Agreement was rejected, the claim for the December
2001 Commissions should be treated as a prepetition claim.  
However, Mr. Hollender contends that EESI is obligated to pay the
Commission because it continued to receive benefits from the
Client Commission Agreement before rejecting it.  Power Resources
should receive payment for the reasonable value of the benefits
EESI received.  If EESI is not required to pay the postpetition
Commission as an administrative expense, the estate will be
unjustly enriched by $119,870 at Power Resources' expense.

Base on the Sales Price Power Resources negotiated with the
Participating Customers, and based on their historical usage,
Power Resources estimates that EESI received $1,141,505 in
revenue from sales of natural gas to Participating Customers in
December 2001.

If Power Resources' request is denied, Mr. Hollender points out
that:

   -- EESI's estate will have received EESI's original
      contemplated profit margin on the $1,141,505 in sales, plus
      $119,870 in postpetition windfall; and

   -- Power Resources will have handed over 111 of its customers
      and $1,141,505 in gross revenues to the estate and receive
      nothing in return.

"A debtor-in-possession who rejects a prepetition contract should
not be allowed to escape paying for postpetition benefits it
received under the contract prior to the rejection," Mr.
Hollender argues.  (Enron Bankruptcy News, Issue No. 115;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Agrees to Settle Retail Disputes With 17 Parties
------------------------------------------------------------
Pursuant to the Settlement Protocol of Retail Customer Contracts,
the Enron Corporation Debtors inform the Court that they entered
into Settlement Agreements with 17 Counterparties:

A. Western Metal Decorating

   * Contract:  Enovative Lite Energy Service Agreement, dated
     August 7, 2001, between Enron Energy Services, Inc. and
     Western Metal

   * Settlement Term:  Western Meal will pay EESI $21,644

B. Crossroads Manor Realty Company, Ltd.

   * Contract:  Enovative Lite Energy Service Agreement, dated
     March 27, 2001, between EESI and Crossroads

   * Settlement Term:  Crossroads will pay EESI $35,000

C. Buddy Bar Casting Corporation

   * Contract:  Endustrial Master Firm Sales Agreement, dated
     October 1, 1995, between EESI, as successor-in-interest in
     Enron Capital Trade Resources Corporation, and Buddy Bar

   * Settlement Term:  Buddy Bar will pay EESI $104,000

D. Appaniane Pizza, Inc.

   * Contract:  Electric Energy Sales Agreements, dated
     September 6, 2001 and September 10, 2001, between EESI and
     Appaniane

   * Settlement Term:  Appaniane will pay EESI $1,081

E. East Village Farm & Grocery, Inc.

   * Contract:  Electric Energy Sales Agreement, dated September
     20, 2001, between EESI and East Village

   * Settlement Term:  East Village will pay EESI $1,870

F. Entertainment Concept, Inc.

   * Contract:  Gas Sales Agreement, dated April 1, 1998,
     between Enron Energy Marketing Corporation, as
     successor-in-interest to PG&E Energy Services Corporation,
     and Entertainment Concept

   * Settlement Term:  Entertainment Concept will pay EEMC $3,178

G. R and R Hotel Motel Dvlp. Ltd.

   * Contract:  Enovative Lite Energy Service Agreement, dated
     June 21, 1999, as amended on April 9, 2001, between EESI
     and R and R

   * Settlement Term:  R and R will pay EESI $4,252

H. Resource Management Group

   * Contract:  Enovative Lite Energy Service Agreements, dated
     November 4, 1999, October 4, 2000 and November 26, 2001,
     between EESI and Resource Management

   * Settlement Term:  Resource Management will pay EESI $61,369

I. SHROD, Inc., doing business as Burger King #6202

   * Contract:  Power Sales Agreement, dated August 1998,
     between EEMC and Burger King

   * Settlement Term:  Burger King will pay EEMC $4,006

J. White Pines Inn

   * Contract:  Enovative Lite Energy Service Agreement, dated
     September 20, 2001, between EESI and White Pines

   * Settlement Term:  White Pines will pay EESI $1,320

K. Tass Development & Construction, Ltd.

   * Contract:  Enovative Lite Energy Service Agreement, dated
     May 1, 2001, between EESI and Tass Development

   * Settlement Term:  Tass Development will pay EESI $133,613

L. J & R Engineering and B & C Diversified Products

   * Contract:  Enovative Energy Service Agreements, one dated
     May 17, 2001, between EESI and J & R Engineering, and one
     dated July 3, 2001, between EESI and B & C Diversified
     Products

   * Settlement Term:  J & R and B & C will pay EESI $162,676

M. Rich Morton's Glen Burnie Lincoln-Mercury

   * Contract:  Direct Gas Sales Agreement, dated March 13,
     1996, between EESI and Rich Morton's

   * Settlement Term:  Rich Morton's will pay EESI $4,781

N. Harvey Management Corporation

   * Contract:  EESI and Harvey are parties to:

     -- Electric Energy Sales and Services Agreement dated
        June 15, 2000;

     -- Enovative Energy Service Agreement, dated November 7,
        1997; and

     -- Enovative Lite Energy Service Agreement, dated
        August 27, 2001

   * Settlement Term:  Harvey will pay EESI $45,000

O. HKM II, LLC

   * Contract:  Power Sales Agreement, dated June 23, 1998,
     between EEMC and HKM

   * Settlement Term:  HKM will pay EEMC $175,000

P. Marstan Bake Shoppe, Inc.

   * Contract:  Commercial Gas Sales Agreement, dated April 4,
     1999, between EEMC and Marstan

   * Settlement Terms:  Marstan will pay EEMC $5,224

Q. Hycor Biomedical, Inc.

   * Contract:  Accounts Receivable Agreement between EESI and
     Hycor

   * Settlement Terms:  Hycor will pay EESI $8,080

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, adds that the parties will mutually release all claims
related to their contracts. (Enron Bankruptcy News, Issue No. 115;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENVIRONMENTAL LAND: Employs Foley & Lardner as Attorneys
--------------------------------------------------------
Environmental Land Technology, Ltd., wants to hire Foley & Lardner
LLP as its attorneys in its chapter 11 restructuring.  The Debtor
tells the U.S. Bankruptcy Court for the District of Columbia that
Foley & Lardner has extensive general experience and knowledge,
and in particular, it has reorganized expertise in the field of
creditors rights and business reorganizations under chapter 11 of
the Bankruptcy Code.

Foley & Lardner will:

   a) take all necessary action to protect and preserve the
      estate of the Debtor, including the prosecution of actions
      on the Debtor's behalf, the defense of any actions
      commenced against the Debtor, the negotiation of disputes
      in which the Debtor is involved, and the preparation of
      objections to claims filed against the Debtor's estate;

   b) provide legal advice with respect to the Debtor's powers
      and duties as a debtor-in-possession in its business and
      management of its properties;

   c) negotiate, prepare and pursue confirmation of a plan and
      approval of a disclosure statement;

   d) prepare on behalf of the Debtor, as debtor-in-possession,
      necessary motions, applications, answers, orders, reports,
      and other legal papers in connection with the
      administration of the Debtor's estates;

   e) appear in Court and to protect the interest of the Debtor
      before the Court;

   f) assist with any disposition of the Debtor's assets, by
      sale or otherwise; and

   g) perform all other legal services in connection with this
      chapter 11 case as may reasonably be required.

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

      Professional            Designation     Billing Rate
      ------------            -----------     ------------
      Donald A. Workman       partner         $475 per hour
      Salvatore A. Barbatano  partner         $495 per hour
      Roderick B. Williams    senior counsel  $340 per hour
      Erika L. Morabito       associate       $285 per hour
      Helen T. Fentress       paralegal       $150 per hour
      Bryant F. Eckert        paralegal       $105 per hour

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.


FISHER SCIENTIFIC: Hosting Earnings Conference Call on July 29
--------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) will host a
conference call on Thursday, July 29 at 10 a.m. Eastern Daylight
Time (EDT). During the conference call, the company's second-
quarter financial results and highlights will be discussed.
Earnings guidance will also be provided. A question-and-answer
session will follow. Participation details are provided below.

The company will issue its second-quarter earnings press release
on Wednesday, July 28 after the market closes.

                     Conference Call Details

      What: Fisher Scientific's Second-Quarter Earnings Conference
            Call
   
      When: Thursday, July 29 at 10 a.m. EDT

      Dial-in:  800-299-8538, Domestic
                617-786-2902, International
      
      Title: Fisher Scientific Earnings Call

      Replay Access #: 888-286-8010, Domestic
                       617-801-6888, International
                       Passcode: 85603722
                       The replay will be available for two weeks
                       following the conference call.

      Webcast: Log on to http://www.fisherscientific.com/at  
               least 15 minutes prior to the call to provide
               enough time to download any necessary software. The
               webcast will be listen-only, and will be archived
               until August 27.

            About Fisher Scientific International Inc.

As a world leader in serving science, Fisher Scientific
International Inc. (NYSE: FSH) offers more than 600,000 products
and services to more than 350,000 customers located in
approximately 145 countries. Fisher's customers include
pharmaceutical and biotech companies; colleges and universities;
medical-research institutions; hospitals and reference labs;
quality-control, process-control and R&D labs in various
industries; as well as government and first responders. As a
result of its broad product offering, electronic-commerce
capabilities and integrated global logistics network, Fisher
serves as a one-stop source of products, services and global
solutions for its customers. The company primarily serves the
scientific-research, clinical-laboratory and safety markets.
Additional information about Fisher is available on the company's
Web site at http://www.fisherscientific.com/

                      *   *   *

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services' ratings on Fisher
Scientific  International Inc. remain on CreditWatch with positive
implications following the company's announcement of $3.6 billion
merger with Apogent Technologies Inc.
  
Standard & Poor's will raise its corporate credit rating on
Hampton, New Hampshire-based life science equipment provider to
'BBB-' from 'BB' upon the upon completion of the merger. The
senior secured rating will be raised to 'BBB-' from 'BB+'. The
senior unsecured rating will be raised to 'BBB-' from 'BB-' as the
increased asset base suggests that unsecured senior creditors will
not be disadvantaged in bankruptcy by the presence of secured
lenders. The subordinated rating will be raised to 'BB+' from
'B+'.


FLEMING COMPANIES: Oregon Objects to Plan Confirmation
------------------------------------------------------
Fred C. Ruby, Esq., Assistant Attorney General for the Department
of Justice of the State of Oregon in Salem, Oregon, complains
that the Fleming Companies, Inc. Debtors' amended Joint Plan
improperly describes the Oregon Department of Revenue as having
filed duplicate claims, and proposes the reduction of those claims
from $6,699,083.05 to $2,426,607.82 on that basis.

ODOR has not filed duplicate claims, Mr. Ruby says.  Rather, ODOR
filed an original claim and a subsequent claim clearly labeled as
an amendment, which superseded and replaced the first claim.  The
only change from the original proof of claim was the addition of
one more unpaid tobacco tax account that was inadvertently
omitted from the first claim.

Mr. Ruby also contends that the $6,699,083.05 claim amount is the
correct amount for ODOR's priority tax claim.  After the Petition
Date, Mr. Ruby notes, ODOR prosecuted a bond clam which covered
the three cigarette tax accounts, resulting in those accounts
being paid in full.  Thus, the unpaid portion of ODOR's amended
claim is the three tobacco tax accounts, which were not bonded,
totaling $1,163,780.65.

Mr. Ruby suggests that the best course for Debtors' counsel is to
contact him to resolve the objection.

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: Issues Final Report On PACA Claim Objections & Payments
----------------------------------------------------------------
Fleming Companies, Inc. releases its final status report on PACA
Claims Objections and Payments:

(1)  Treasure Valley Business Group Inc.

Joseph O. Crum, Controller for TVBG, formerly known as Treasure
Valley Sales & Marketing, Inc., tells the Court that the company
has a claim against the Debtors that is qualified as a trust
claim under PACA for $29,794.56.  The Debtors dispute the claim
as invalid.  However, the Debtors have not complied with the
Court's Order that they provide in detail the legal or factual
basis for listing TVBG's claim as invalid, or a determination of
the result of the reconciliation conference between TVBG and
Fleming.

(2)  NORPAC Foods, Inc.

The Debtors have failed to provide any meritorious basis for
withholding the $260,440.89 portion of NORPAC's $750,874.35 PACA
claim as "PACA ineligible."  Until recently, the Debtors
characterized most of the ineligible balance as "unreconciled."

NORPAC has provided all the requested information to the Debtors
and has, on "innumerable occasions," attempted to discuss the
status of its claim with the Debtors.  However, the Debtors have
been "unresponsive and uncooperative."  As of this date, NORPAC
has not received the Reconciliation Report promised in previous
and the Final PACA Reports.

Despite NORPAC's provision of the requested information and
attendance at conferences, the Debtors have yet to articulate
meritorious grounds for categorizing the PACA claim as
"ineligible" and have simply chosen to be non-responsive.  Surely
this behavior will not be permitted.

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


FOOTSTAR INC: Court Approves Settlement with Former Chairman/CEO
----------------------------------------------------------------
Footstar, Inc. announced that the Bankruptcy Court overseeing its
Chapter 11 case approved a settlement with former Chairman and
Chief Executive Officer J. M. "Mickey" Robinson of disputes
relating to the Company's termination of Mr. Robinson's services
on September 12, 2003. Footstar acknowledged that Mr. Robinson's
termination was not "for cause."

                  About Footstar, Inc.  
  
Footstar, Inc. -- http://www.footstar.com/-- which filed for    
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.: 04-  
22350) on March 3, 2004, is a leading footwear retailer. As of
May 1, 2004, the Company operates 2,498 Meldisco licensed
footwear departments nationwide and 36 Shoe Zone stores. The
Company also distributes its own Thom McAn brand of quality
leather footwear through Kmart, Wal-Mart and Shoe Zone stores.  
  
Paul M. Basta, Esq. of Weil Gotshal & Manges represents the
debtor in its restructuring efforts. When the company filed for   
bankruptcy protection, it listed total assets of $762,500,000 and   
total debts of $302,200,000.


FOREST OIL: Offering Additional $125 Million 8% Senior Notes
------------------------------------------------------------
Forest Oil Corporation (Forest) (NYSE:FST) announced that it has
agreed to sell an additional $125 million in aggregate principal
amount of its 8% Senior Notes due 2011 at 107.75% priced to yield
6.66% plus accrued interest.

Forest previously issued $160 million principal amount of the 8%
Senior Notes on December 7, 2001. Forest intends to use the
proceeds of the offering to repurchase or repay existing
indebtedness.

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.

This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities.

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.


HAYES LEMMERZ: Inks Stipulation Resolving CIT's Rejection Claims
----------------------------------------------------------------
As of the Bankruptcy Petition Date, CIT Group/Equipment Financing,
Inc., leased equipment to the Hayes Lemmerz International, Inc.
Debtors pursuant to one or more unexpired leases.  During the
Chapter 11 cases, the Debtors assumed certain of the CIT leases
and rejected others.

CIT and the Debtors are in dispute over the aggregate cure amount
due on account of the leases assumed by the Debtors.  

CIT submitted Claim No. 3428 for $4,715,436 and Claim No. 3433
for $59,275 as general unsecured claims relating to lease
rejection damages.  In its 30th Omnibus Objection to Claims, the
Debtors asked the Court to disallow the Rejection Claims.

At the parties' request, Judge Walrath approves the terms of a
stipulation resolving the Cure Dispute and the Omnibus Objection
as it relates to the Rejection Claims.  The Court rules that:

   (a) CIT's outstanding cure claim will be fixed at $215,000
       and will be paid on or before July 8, 2004; and

   (b) The Rejection Claims will be reduced and allowed as
       general unsecured claims for $343,614 representing Claim
       No. 3428, and $24,552 for Claim No. 3433. (Hayes Lemmerz
       Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


HOLLINGER CANADIAN: Gives Update on Delayed Financial Statements
----------------------------------------------------------------
Hollinger Canadian Newspapers, Limited Partnership is providing
this update in accordance with Ontario Securities Commission  
Policy 57-603 Defaults by Reporting Issuers in Complying with
Financial Statement Filing Requirements. Certain management and
other insiders of the Partnership are currently subject to a cease
trade order in respect of securities of the Partnership issued by
the OSC on June 1, 2004. The cease trade order results from the
delay in filing the Partnership's annual financial statements for
the year ended December 31, 2003, its interim financial statements
for the three months ended March 31, 2004 and its Annual
Information Form by the required filing dates. The cease trade
order will remain in place until two business days following
receipt by the OSC of all filings that the Partnership is required
to make pursuant to Ontario securities laws.

The Partnership believes that it needs to review the final report
of the Special Committee of Hollinger International Inc. before it
can complete and file the financial statements and the AIF in
question. The work of the Special Committee is ongoing and its
final report has not yet been issued. The Partnership will
continue to provide bi-weekly updates, as contemplated by the OSC
Policy, until the financial statements and AIF have been filed.

The Toronto Stock Exchange notified the Partnership that its Units
will be suspended from trading on the TSX as of the market close
on Friday, August 6, 2004 unless Hollinger Canadian Newspapers
G.P. Inc., the general partner of the Partnership, has two
independent directors on its board, as required by applicable TSX
listing requirements, by that time. The Limited Partnership
Agreement governing the Partnership requires that the General
Partner have not less than three independent directors. The
General Partner currently has one independent director. The search
process for suitable candidates is well underway and it is
expected that at least one additional independent director will
have been elected to the board of the General Partner prior to
August 6, 2004. If so, the Partnership Units will not be suspended
from trading.

Hollinger Canadian Newspapers, Limited Partnership owns and
operates of 13 daily and non-daily community newspapers, 55 trade
magazines and directories, 7 newsletters, the Northern Miner
weekly industry newspaper, and four business publications in
electronic formats.(TSX: HCN.UN)  


HOLLINGER INTERNATIONAL: Provides Update On Filing Requirements
---------------------------------------------------------------
Hollinger International Inc. is providing this update in
accordance with Ontario Securities Commission Policy 57-603
Defaults by Reporting Issuers in Complying with Financial
Statement Filing Requirements. Certain management and other
insiders of the Company are currently subject to a cease trade
order in respect of securities of the Company issued by the OSC on
June 1, 2004. The cease trade order results from the delay in
filing the Company's annual financial statements for the year
ended December 31, 2003, its interim financial statements for the
three months ended March 31, 2004 and its Annual Information Form
by the required filing dates. The cease trade order will remain in
place until two business days following receipt by the OSC of all
filings that the Company is required to make pursuant to Ontario
securities laws.

The Company believes that it needs to review the final report of
the Special Committee established by the Company before it can
complete and file the financial statements and the AIF in
question. The work of the Special Committee is ongoing and its
final report has not yet been issued. The Company will continue to
provide bi-weekly updates, as contemplated by the OSC Policy,
until the financial statements and AIF have been filed.

                         *     *     *

As reported in the Troubled Company Reporter's March 17, 2004
edition, Hollinger International Inc. (NYSE: HLR) announced that
primarily as a result of the ongoing investigation being conducted
by the Special Committee of the Company's Board of Directors, as
well as the disruption of management services provided to the
Company arising from its ongoing dispute with Ravelston
Corporation Limited, the Company is not able to complete its
financial reporting process and its audited financial statements
for inclusion in the Annual Report on Form 10-K for fiscal year
2003 by the filing deadline.  The Company intends to complete its
financial reporting process as soon as practicable after the
completion of the investigation by the Special Committee, and then
promptly file the 10-K.

The company's September 30, 2003, balance sheet shows a working
capital deficit of about $293 million.


HOLLYWOOD THEATERS: S&P Rates Corporate Credit at B
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Portland, Oregon-headquartered Hollywood Theaters
Inc., which is analyzed on a consolidated basis with its parent
company, Hollywood Theaters Holdings Inc.

"At the same time, Standard & Poor's assigned a single 'B' and a
recovery rating of '4' to the company's proposed five-year $125
million first-lien credit facility, indicating expectations of a
marginal recovery of principal (25%-50%) in a default scenario.
Standard & Poor's also assigned a 'CCC+' and a recovery rating of
'5' to Hollywood's proposed $35 million, five and one-half year
second-lien term loan, indicating expectations of a negligible
recovery of principal (0%-25%) in a default scenario," said
Standard & Poor's credit analyst Steve Wilkinson. The term loan
proceeds of $135 million, plus $10 million in cash and a $4
million equity sponsor contribution will be used to refinance the
company's existing credit facilities.

Pro forma for these transactions, the movie exhibitor will have
$135 million in debt and about $36.2 million in sponsor preferred
stock. The outlook is negative.

The ratings reflect Hollywood's high financial risk, the need for
additional theater investment to improve its competitive position,
cash flow concentration risks, and the mature and highly
competitive nature of the industry. The ratings also consider the
company's good profit margins and competitive position in many of
its small markets.

Hollywood operates 53 theaters with 440 screens in small to medium
markets, primarily in 12 states in the southwestern, midwestern,
and western U.S. The company improved its theater circuit over the
past several years by closing 38 poorly performing theaters and
opening a few new theaters. About 67% of the company's screens
have stadium seating and about 81% of its screens have unfettered
access to all films, comparing favorably to many leading movie
exhibitors. However, its sloped floor theaters are undersized, and
many are significantly underperforming. These theaters are
vulnerable to further deterioration, although the limited appeal
of Hollywood's markets to competitors and the industry's currently
low level of new theater development provides some protection.
Still, the company needs further theater closures, upgrades, and
additions to maintain its competitive profile. Hollywood plans a
fairly aggressive new theater expansion and upgrade program over
the next several years, involving some execution and financial
risk.


HOME EQUITY: S&P Lowers SPMD 2001-A Class MF-2 Rating To D from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes from five transactions issued by Home Equity Mortgage Loan
Asset-Backed Trust. Concurrently, ratings are lowered to 'CCC'
from 'BB' on class BF from series SPMD 2000-A and to 'D' from 'B'
on class MF-2 from series SPMD 2001-A. In addition, ratings are
affirmed on the remaining classes from the same issuer.

The raised ratings reflect the following:

     -- Credit support percentages that are at least 1.87x the
        loss coverage levels associated with the raised ratings;

     -- The majority of the transactions have failing delinquency
        triggers, prohibiting the securities from stepping down
        their credit support;

     -- Most transactions have paid down to less than 20% of their
        original pool balances, with the remaining senior-
        certificate balances having less than 12% of their initial
        size; and

     -- At least 26 months of seasoning.

The increased credit support percentages resulted from the
shifting interest, senior-subordination structure of the
securitizations, which was further influenced by significant
principal prepayments. In addition, the growth of credit support
was further enhanced by overcollateralization.

The lowered ratings reflect:

     -- Continued erosion of credit support due to deteriorating
        collateral performance;

     -- In the case of class MF-2 from series SPMD 2001-A, a
        complete erosion of credit support has resulted in a
        cumulative principal write-down of $398,278 to the class;
        and

     -- Serious delinquencies (90-plus days, foreclosure, and REO)
        of 24.79% (series 2000-A) and 37.37% (series 2001-A).

Standard & Poor's reviewed the results of stress cash flow runs
for the securitizations and determined that the remaining credit
support for the classes was not consistent with the prior ratings.
Standard & Poor's will continue to monitor the performance of the
transactions to ensure that the ratings assigned to the
certificates accurately reflect the risks associated with these
securities.

The affirmations reflect sufficient levels of credit support
despite high levels of delinquencies.

As of May 2004 distribution date, the mortgage pools backing the
classes with affirmed ratings had serious delinquencies ranging
between 8.65% (SPMD 2002-B) and 37.37% (SPMD 2001-A fixed-rate
loan group). Cumulative realized losses, as a percentage of
original pool balance, ranged between 0.26% (SPMD 2002-B) and
3.63% (SPMD 2000-B fixed-rate loan group).

The collateral for these transactions consists of either fixed- or
adjustable-rate home equity first- and second-lien loans secured
primarily by one- to four-family residential properties.
   
                         Ratings Raised
           Home Equity Mortgage Loan Asset-Backed Trust
   
                               Rating
               Series        Class   To         From
               SPMD 2000-A   MF-1    AA+        AA
               SPMD 2000-A   MV-1    AA+        AA
               SPMD 2000-B   MV-1    AA+        AA
               SPMD 2000-C   MV-1    AAA        AA
               SPMD 2001-B   MF-1    AA+        AA
               SPMD 2002-A   M-1     AA+        AA
        
                         Ratings Lowered
   
                               Rating
               Series        Class   To         From
               SPMD 2000-A   BF      CCC        BB
               SPMD 2001-A   MF-2    D          B


ICEFLOE TECHNOLOGIES: Coors Brewing to Use Draft Caddy
------------------------------------------------------
Icefloe Technologies Inc. (TSX Venture Exchange: ICY) announced  
that it received written confirmation that icefloe's Draft Caddy
has been approved by the Coors Brewing Company of Golden, Colorado
for use in the dispensing of Coors Brewing Company draught
products. Coors Brewing Company actively encourages its network of
548 distributors throughout the United States to use only
qualified and approved draught equipment in order to assure a
quality presentation to Coors customers. The list of draught
equipment that has been qualified and approved by Coors is
distributed to the distributor network on a regular basis.

Icefloe President and CEO, Wayne Newson, commented "This is a
significant step forward for icefloe's entry sales strategy for
the large United States market, not only for the revenue potential
that it represents, but also for the credibility it provides for
icefloe's patented chiller technology. While the company has a
number of Draft Caddies in service in the US, we have long
recognized the need to have approval of our technology from a
major US Brewery in order to accelerate our overall sales
strategy."

Founded in March 2001, Icefloe (TSX Venture Exchange: ICY) is a
Canadian-based company dedicated to the development and
commercialization of its proprietary chilling technology which
brings flash chilling capability in a portable form and enables
the beverage industry to serve ice cold draft beer without
excessive foam loss, anytime and anywhere. Since April 2001,
Icefloe has focused its efforts on securing patents for its
platform technologies, while developing, field-testing,
manufacturing and marketing commercial products using its unique
technologies. Its wholly-owned subsidiary, Draught Guys Inc.,
provides installation, sales and service for both traditional
draft systems and Icefloe's proprietary products in the Ontario
market.

At March 31, 2004 Icefloe Technologies Inc.'s balance sheet shows
a deficit of C$2,442,825 as compared to a deficit of C$1,834,309
at December 31, 2003.


ISACSOFT INC: Agrees to Acquire L'Institut Descartes
----------------------------------------------------
ISACSOFT Inc. (TSX:ISF) announced that it has agreed to acquire
MYCISC, doing business as L'Institut Descartes --
http://www.idescartes.qc.ca/-- a company specialized in providing  
training and content and licensed by the Quebec Ministry of
Education.

Under the terms of the agreement, ISACSOFT will issue 700,000
shares at a price of $0.50 per share for a total value of
$350,000. There are no finder's fees payable on this transaction
by either party.

L'Institut Descartes had revenues of approximately $1,696,000 and
an EDITDA of $145,000 for its fiscal year ended on May 31, 2003,
and is well known for its advanced computer based training
programs with training centers located in Quebec an also in
Nantes, France. Madame Myriem Guerroumi, currently Chief Executive
of Institut Descartes will remain with ISACSOFT after completion
of the transaction.

"L'Institut Descartes provides us with new content and the ability
to provide e-Learning solutions at our own facilities", said Mr.
Ronald Brisebois, President and Chief Executive Officer, "and
gives us a more complete product offer for our customers with
recurring revenues and copyrighted content."

The acquisition of L'Institut is subject to the execution of
definitive agreements and satisfaction of certain conditions, as
well as shareholder and regulatory approval.

                        ABOUT ISACSOFT

ISACSOFT -- whose December 31, 2003 balance sheet shows a total
shareholders' deficit of $82,068 -- is a provider of content-based
software solutions to its international customers. The revenue
model is based on software licences, copyrighted content
development, recurring revenues and services. The solutions of
ISACSOFT include knowledge management, e-Learning management and
document management. ISACSOFT is headquartered in Montreal, Canada
with sales offices in New York, Barcelona and Quebec City, as well
as an international network of distributors.


KAISER: Wants Exclusive Plan Filing Period Stretched to Oct. 31
---------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, the Kaiser
Aluminum Corporation Debtors ask the Court to extend their
exclusive periods to file and solicit acceptances of a
reorganization plan so they may continue ongoing efforts to
resolve various restructuring issues.  Specifically, the Debtors
want their Exclusive Filing Period extended through and including
October 31, 2004, and their Exclusive Solicitation Period through
and including December 31, 2004.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that, most recently, the
Debtors have:

   (a) finalized agreements with each of their labor unions to
       modify the collective bargaining agreements and retiree
       benefit obligations pursuant to Sections 1113 and 1114 of
       the Bankruptcy Code;

   (b) obtained the Court's authorization to make effective and
       proceed with implementation of the agreements with the
       labor unions and the Official Committee of Salaried
       Retirees to restructure the Debtors' retiree benefit
       obligations, alleviating the ongoing obligation to pay
       around $5 million a month in respect of retiree benefits;

   (c) continued to make progress in the efforts to sell the
       commodities businesses, including:

       -- obtaining the Court's authorization and approval of:

           -- the sale of the interests in Alumina Partners of
              Jamaica;

           -- entering into a purchase agreement to sell the
              refinery in Gramercy, Louisiana and interests in
              and related to Kaiser Jamaica Bauxite Company; and

       -- filing a motion to establish bidding procedures for the
          sale of the interests in and related to Queensland
          Alumina Limited; and

   (d) continued negotiations with the Official Committee of
       Unsecured Creditors regarding an agreement to resolve all
       issues relating to intercompany claims among the Debtors.

The Debtors have made considerable progress on several important
issues and have taken a variety of actions to maximize the value
of their estates.  An extension of the Exclusive Periods is
essential for the Debtors to continue making progress on a
variety of key liability issues and advance their programs toward
a successful reorganization.

The Debtors anticipate using the extensions to:

   (a) continue negotiations with the Creditors Committee
       regarding the finalization of an agreement resolving
       issues relating to intercompany claims;

   (b) continue negotiations with the Pension Benefits Guaranty
       Corporation regarding the termination of certain of the
       Debtors' pension plans and the implementation of
       replacement plans pursuant to the agreements reached with
       the Debtors' unions;

   (c) continue negotiations with the advisors for and
       representatives of the Debtors' asbestos and other tort
       creditors to reach a consensual resolution of the Debtors'
       asbestos and other tort liabilities; and

   (d) proceed with the sale of the Debtors' Gramercy refinery
       and Kaiser Bauxite Company's interests in Kaiser Jamaica
       Bauxite Company and the Debtors' interests in Queensland
       Alumina Limited.

According to Mr. DeFranceschi, the successful completion of the
negotiations and sales will permit the Debtors to proceed
expeditiously with the formulation and promulgation of a
reorganization plan.

The Official Committee of Asbestos Claimants and Martin J.
Murphy, the legal representative for future asbestos claimants,
support the Debtors' request.  The Creditors Committee, on the
other hand, has not yet taken a formal position on the requested
extension.

Judge Fitzgerald will convene a hearing on August 23, 2004 at
1:30 p.m. to consider the Debtors' request.  By application of  
Del.Bankr.LR 9006-2, the Debtors' exclusive filing deadline is
automatically extended through the conclusion of that hearing.

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)  


K2 INC: Acquires Volkl Sports Holding & Marker Group for $124M+
---------------------------------------------------------------
K2 Inc. (NYSE:KTO) announced that it has closed its previously
announced acquisition of Volkl Sports Holding AG, and The Marker
Group. The purchase price was approximately $124 million plus the
assumption of seasonal working capital debt. Volkl and Marker are
leading global brands in premium skis and ski bindings.

Additionally, K2 announced that the net proceeds from the recently
completed $200 million, 7 3/8% senior notes offering have been
released from escrow in connection with the closing of Volkl and
Marker.

                    About K2 Inc.

K2 Inc. is a premier, branded consumer products company with a
portfolio of leading brands including Rawlings, Worth,
Shakespeare, Pflueger, Brass Eagle, Worr Games, Stearns, Volkl,
Marker, K2, Ride, Olin, Morrow, Tubbs, Atlas, Dana Design, Marmot,
Ex Officio, Planet Earth, Adio and Hawk. K2's diversified mix of
products is used primarily in team and individual sports
activities such as baseball, softball, fishing, paintball,
watersports activities, alpine skiing, snowboarding, snowshoeing,
in-line skating, camping, trekking, skate boarding, and mountain
biking. Rawlings, Worth, Shakespeare, Pflueger, Brass Eagle,
Stearns, Volkl, Marker, K2, Ride, Olin, Morrow, Marmot, Ex
Officio, Tubbs, Atlas, K2 Licensing and Promotions, Dana Designs,
Planet Earth, Adio and Hawk skateboard shoes, JT, and Worr Games
are trademarks or registered trademarks of K2 Inc. or its
subsidiaries in the United States or other countries.

                     *   *   *

As reported in the Troubled Company Reporter's June 18, 2004
edition, Standard & Poor's Ratings Services assigned a 'BB'
corporate credit rating to sporting goods manufacturer K2 Inc. At
the same time, Standard & Poor's assigned a 'BB' senior unsecured
debt rating to the company's planned $150 million senior unsecured
note offering due in 2014. The notes will be issued under Rule
144A with registration rights. The outlook is stable.

K2 plans to use these issues in a combination with about $150  
million of equity to fund the acquisitions of Volkl Sports  
Holdings AG, CT Sports Holding AG, and Marmot Mountain Ltd., as  
well as to refinance existing debt.

"Carlsbad, California-based K2 Inc.'s ratings reflect its  
participation in the highly competitive and mature sporting goods  
manufacturing industry, and an aggressive acquisition strategy,"  
said Standard & Poor's credit analyst Patrick Jeffrey. "These  
risks are mitigated somewhat by the company's leading market  
positions in the industry and its continued use of equity to help  
fund its growth strategy."


KIEL BROS: Hires Baker & Daniels as Bankruptcy Counsel
------------------------------------------------------
Kiel Bros. Oil Company, Inc., and KP Oil, Inc., ask the U.S.
Bankruptcy Court for the Southern District of Indiana, New Albany
Division, for permission to hire Baker & Daniels as their counsel
in their chapter 11 proceedings.

The Debtors expect Baker & Daniels to:

   a) prepare and file their Chapter 11 petitions;

   b) seek approval of debtor in possession financing;

   c) give legal advice with respect to the company's Chapter 11
      rights, powers and duties and continued operation of their
      businesses and management of Debtors' property as debtors
      in possession;

   d) represent the Debtors in the Chapter 11 cases and in any
      adversary proceeding commenced in or in connection with
      the Chapter 11 cases;

   e) prepare, on behalf of the Debtors, applications, answers,
      proposed orders, reports, motions and other pleadings and
      papers that may be required in the Chapter 11 cases;

   f) provide legal assistance and advice to the Debtors in
      connection with the preparation and submission of a
      Chapter 11 plan;

   g) cooperate with any special counsel employed by the
      Debtors in connection with the Chapter 11 cases; and

   h) perform any other legal services as counsel for the
      Debtors-In-Possession that may be required by the Debtors
      or the Bankruptcy Court.

Baker & Daniels will bill the Debtors at current (undisclosed)
hourly rates. The Debtors have paid Baker & Daniels a $200,000
retainer.  Jay Jaffe, Esq., leads the engagement.  

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.


LCA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: LCA Enterprises, L.L.C.
        dba Watergarden Cinema 6
        dba Thanksgiving Point Cinema 8
        912 Watergardens Drive
        Pleasant Grove, Utah 84062

Bankruptcy Case No.: 04-30756

Type of Business: The Debtor operates movie theaters.

Chapter 11 Petition Date: July 2, 2004

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: R. Mont McDowell, Esq.
                  McDowell & Gillman
                  Twelfth Floor, 50 West Broadway
                  Salt Lake City, UT 84101
                  Tel: 801-359-3500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Thanksgiving Point                                      $166,998
Development Co., LC

Lehi City Admission Tax                                 $114,469

Halestone                                                 $8,608

Twentieth Century Fox Film                                $8,419
Corp.

Utah State Tax Commission                                 $7,510

Innovation Film Group                                     $6,710

Young Electric Sign Company   UCC-1 financing             $6,385
                              statement

DreamWorks Distribution, LLC                              $5,911

Niche Business Solutions,                                 $5,429
Inc.

Gold Circle Films                                         $4,908

Buena Vista Pictures                                      $4,220

Paramount Pictures                                        $3,814

The Daily Herald                                          $3,371

Lehi City Corporation                                     $2,926

Warner Brothers Distribution                              $2,817

KSL Radio                                                 $2,650

Newspaper Agency Corporation                              $2,271

Zion Films                                                $2,227

Pepsi of Springville                                      $2,145

Utah Power                                                $1,995


LEVI STRAUSS: Will Webcast Q2 2004 Financial Review on July 13
--------------------------------------------------------------
Levi Strauss & Co. will broadcast over the Internet its conference
call to discuss second-quarter 2004 financial results for the
period ended May 30, 2004. The call will be held on Tuesday, July
13, 2004 at 10 a.m. Eastern Daylight Time/7 a.m. Pacific Daylight
Time and will be hosted by Phil Marineau, chief executive officer,
and Jim Fogarty, chief financial officer.

To access, go to http://levistrauss.com/news/webcast.htm/
To listen to the live webcast via telephone, call 1-800-891-4735
in the United States or Canada; or 1-706-645-0194 from other
international locations. A replay of the webcast will be available
at approximately 2 p.m. Eastern Daylight Time, and it will be
archived on the Web site for six months. To access the related
earnings release on July 13, 2004, visit
http://www.levistrauss.com/and click on "Financial News" and  
"Financial Releases."

Levi Strauss & Co. is one of the world's leading branded apparel
companies, marketing its products in more than 110 countries
worldwide. The company designs and markets jeans and jeans-related
pants, casual and dress pants, shirts, jackets and related
accessories for men, women and children under the Levi's(R),
Dockers(R) and Levi Strauss Signature(TM) brands.

                     *   *   *

As reported in the Troubled Company Reporter's May 14, 2004  
edition, Levi Strauss & Co. announced that it is exploring the  
sale of its worldwide Dockers casual clothing business. The  
company has retained Citigroup Inc. to assist with the potential  
sale of the Dockers business.   
  
The Dockers brand is one of the world's largest apparel brands,  
generating annual worldwide revenue of approximately $1.4
billion, including more than $360 million in licensee wholesale
revenue. It is the leading casual pants brand in the United States
and has a worldwide presence with sales in more than 50 countries
in North America, Latin America, Europe and Asia.   
  
"We are choosing to sell the Dockers brand because we want to   
reduce our debt substantially, improve the capital structure of   
the company, and focus our resources on growing our Levi's and   
Levi Strauss Signature(TM) businesses," said Phil Marineau, chief   
executive officer. "We have made good progress in improving our   
competitiveness and financial strength, including taking cost and   
complexity out of our business, revamping our Levi's brand   
products and marketing, and expanding our Levi Strauss   
Signature(TM) brand for value-conscious consumers. Selling the   
Dockers business would be a significant next step towards   
achieving our long-term financial performance goals for the   
company."


LIFESTREAM TECH: Says Shipments Double in Fourth Quarter 2004
-------------------------------------------------------------
Lifestream Technologies (OTCBB:LFTC), the leading manufacturer of
home cholesterol monitors and professional screening devices,
announced that shipments in the fourth quarter were twice that of
the same quarter ending 2003. The addition of a new retail account
contributed to this increase in shipments.

"With the addition of a major retailer and our recent advertising
and promotional programs, we are looking forward to an improvement
in sales numbers," said Christopher Maus, Lifestream President and
CEO. "An important component of improving our cash position is
better management of our inventory as our sales increase. We
expect to see an improvement in performance over the coming
quarters with continued strong orders, increased margins, and cost
containment. We continue to aggressively pursue the remaining
distribution channels through the addition of new retail
accounts."

"Lifestream's revenue recognition policy does not necessarily
result in revenue recognition at the time product is shipped and,
therefore, shipments may not be an indicator of the revenue to be
reported on our financial statements. This increase in shipments
is, however, a good indicator of our success in increasing
distribution and creating awareness of our cholesterol monitor
with consumers," stated Nikki Nessan, VP Finance.

            About Lifestream Technologies

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

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

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


LONE PEAK LABELING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lone Peak Labeling Systems, Inc.
        1272 West 2240 South, Suite B
        Salt Lake City, Utah 84119

Bankruptcy Case No.: 04-30905

Type of Business: The Debtor specializes in equipment and custom
                  made labels designed to provide easy,
                  flexible and economical labeling solutions.
                  See http://www.lonepeaklabeling.com/

Chapter 11 Petition Date: July 7, 2004

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Gregory J. Adams, Esq.
                  McKay Burton & Thurman
                  170 South Main Street, Suite 800
                  Salt Lake City, UT 84101
                  Tel: 801-521-4135
                  Fax: 801-521-4252

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Videojet                      Business debt             $365,000
1500 Mittel Blvd.
Wood Dale, IL 60191-1073

Fasson                        Note                      $280,000
7570 Auburn Road
Painesville, OH 44077

Green Bay Packaging           Promissory Note           $112,623

MacTac                        Business debt              $72,000

Pioneer Labels                Business debt              $67,950

Datamax Corp.                 Business debt              $67,163

Ricoh                         Business debt              $41,550

Technicote                    Business debt              $36,623

Peerless Financial, L.C.      Business debt              $31,266

Label-Aire                    Business debt              $28,210

Azcoat, Inc.                  Business debt              $25,019

Century Systems               Business debt              $15,995

Qwest Direct                  Business debt              $14,849

Die Craft Eng. & Mfg. Co.     Business debt              $14,653
Inc.

VM Services, Inc.             Business debt              $13,322

Flexcon Company, Inc.         Business debt              $13,256

Environmental Inks &          Business debt              $12,286
Coatings

First Industrial Realty       Rent                       $10,900
Trust

Protect-All                   Business debt               $9,952

Federal Express               Business debt               $8,730


MICROFINANCIAL: Satisfies NYSE Continued Listing Compliance Plan
----------------------------------------------------------------
MicroFinancial Incorporated (NYSE:MFI) announced that the Company
has been notified by the New York Stock Exchange that the Company
has been removed from the NYSE's "Watch List" and is now
considered a "Company in Good Standing" in accordance with the
NYSE's continued listing standards currently in effect. The NYSE's
decision comes as a result of MicroFinancial Incorporated's
consistent positive performance with respect to the achievement of
the goals and objectives outlined in its continued listing plan,
the previous cure of its share price non compliance, and the
achievement of a minimum of $15 million of market capitalization
based upon a 30 day trading average over the NYSE's past four
quarterly monitoring periods.

The Company has been preliminarily notified by the NYSE of a
pending rule change on eligibility for continued listing. The
Company will continue to monitor the status of this proposed
change and any effect it might have on the Company's compliance
with continued listing standards going forward.

In accordance with the NYSE's guidelines, the Company will be
subject to a 12-month follow-up period to ensure that it remains
in compliance with the NYSE's continued listing standards and will
continue to be subject to its routine continued listing monitoring
process.

                  About Microfinancial  

MicroFinancial Inc. (NYSE: MFI), headquartered in Woburn, MA, is a  
financial intermediary specializing in leasing and financing for  
products in the $500 to $10,000 range. The company has been in  
operation since 1986.  

                   Company Liquidity

In its Form 10-K for the fiscal year ended December 31, 2003 filed  
with the Securities and Exchange Commission, MicroFinancial Inc.  
reports:

"MicroFinancial incurred net losses of $22.1 million and $15.7  
million for the years ended December 31, 2002 and 2003,  
respectively. The net losses incurred by the Company during the  
third and fourth quarters of 2002 caused the Company to be in  
default of certain debt covenants in its credit facility and  
securitization agreements. In addition, as of September 30, 2002,  
the Company's credit facility failed to renew and consequently,  
the Company was forced to suspend new origination activity as of  
October 11, 2002. On April 14, 2003, the Company entered into a  
long-term agreement with its lenders. This long-term agreement  
waives the covenant defaults as of December 31, 2002, and in  
consideration for this waiver, requires the outstanding balance of  
the loan to be repaid over a term of 22 months beginning in April  
2003 at an interest rate of prime plus 2.0%. The Company received  
a waiver, which was set to expire on April 15, 2003, for the  
covenant violations in connection with the securitization  
agreement. Subsequently, the Company received a permanent waiver
of the covenant defaults and the securitization agreement was  
amended so that going forward, the covenants are the same as those  
contained in the long-term agreement entered into on April 14,  
2003, for the senior credit facility. To date, the Company has  
fulfilled all of its debt obligations, as agreed to by the
bank group, in a timely manner.

"MicroFinancial has taken certain steps in an effort to improve  
its financial position. Management continues to actively consider  
various financing, restructuring and strategic alternatives as  
well as continuing to work closely with the Company's lenders to  
ensure continued compliance with the terms of the long term  
agreement. In addition, Management has taken steps to reduce  
overhead and align its infrastructure with current business  
conditions, including a reduction in headcount from 380 at  
December 31, 2001 to 136 at December 31, 2003. The failure or  
inability of MicroFinancial to successfully carry out these plans  
could ultimately have a material adverse effect on the Company's  
financial position and its ability to meet its obligations when  
due. The consolidated financial statements do not include any  
adjustments that might result from the outcome of this  
uncertainty."


MYCOM: Secures Strategic Alliance Agreement With Process Software
-----------------------------------------------------------------
Mycom Group, Inc. (OTCBB:MYCO), a technology products, managed
services, and software development company, has secured a
Strategic Alliance Agreement with Process Software for their
private label marketing of Mycom's email and virus filtering
service technology. Process Software is owned by Platinum Equity,
LLC, one of the largest and fastest growing privately held IT
companies in the United States.

Process Software is a premier, worldwide, supplier of
infrastructure software solutions to mission critical
environments. Process serves thousands of customers including many
Global 2000 and Fortune 1000 companies. Process intends to market
the Mycom technology globally under the PreciseMail brand name,
which includes a broader range of enterprise messaging products
and services. "We are pleased to be offering a premier mail
filtering service. It complements our email software product suite
by giving customers the option to filter unwanted mail with
minimal effort by the IT staff. It also requires no additional
investment in systems or maintenance," said Brian P. McDonald,
President and Chief Executive Officer for Process Software.

Terms of the agreement were undisclosed, but Mycom's President and
COO, Jim Bobbitt indicated, "The contract with Process Software
should provide a very positive step for Mycom. Process has the
customer base, expertise and marketing capability to quickly
expand our email and virus filtering technology into many large
international accounts."

Mycom is contracting its technology and service which scans both
inbound and outbound email checking for viruses, harassing or
inappropriate (pornographic) content, pictures, and attachments
while blocking up to 98% of unwanted spam.

The new, more powerful, spam and virus filtering service, built by
Mycom, operates on a highly secure Linux cluster. New and enhanced
features include 60% faster processing time, the ability to create
users and groups for each domain, greater granularity in spam
filtering, an improved user interface, a summary notification
option, an enhanced queue monitor and a bypass list for every
setting.

It controls attachments, and oversized message delivery and
provides unauthorized encryption detection. Address list and
bypass list management is available and policy can be controlled
by an administrator.

The technology employs a tiered approach to help combat the ever-
changing and rapidly growing problem of spam. The approach
consists of four tiers, working in concert and providing granular
tailoring of the system to a client's specific needs.

Mycom markets the technology throughout North America as
mycomPRO(TM) mailMAX II. View mailMAX II at
http://www.mycompro.com/

                      About Process

Process Software was established in 1989 and is headquartered in
Framingham, Massachusetts. Process Software was acquired by
Platinum Equity, LLC in April of 2000. Process delivers customer-
centric and innovative IP-based technologies to customers
worldwide, and provides them superior customer support and
service. Process brands include, PMDF, a high-performance
standards-based Internet messaging product suite, PreciseMail
Anti-Spam Gateway, eliminates spam at the Internet gateway,
MultiNet and TCPware, a suite of TCP/IP applications and service
for HP Alpha and VAX systems running OpenVMS, and SSH for OpenVMS,
a client and server software that provides secure encrypted
communications for HP Alpha and VAX systems running TCP/IP
Services for OpenVMS. View Process Software at
http://www.process.com/

                     About Mycom

The Mycom Group, Inc. is a technology solutions and managed
services provider to businesses and organizations throughout North
America. It markets a wide range of software, hardware, enterprise
solutions and technology services. Mycom develops and markets new
software applications and services using the mycomPRO(TM) brand
name. The company's technical and communications services include
email management, technology security, and networking; ISP and co-
location; design, online and classroom training and instructional
design; communications services for businesses; and technical
marketing and documentation services. Mycom is headquartered in
Cincinnati, Ohio. Mycom Group is on the web at
http://www.mycom.com/and http://www.broughton-int.com/

At March 31, 2004, Mycom Group's balance sheet reflects a
stockholders' deficit of $1,267,254 compared to a deficit of
$1,177,868 at December 31, 2003.


NATIONAL COAL: Plans to Acquire Horizon's Tennessee Mining Assets
-----------------------------------------------------------------
National Coal Corp. (OTCBB:NLCP) announced that it has executed a
non-binding Letter of Intent with Horizon Natural Resources to
acquire certain assets from Horizon's Tennessee Mining, Inc.
subsidiary, including land, five existing mining permits, and
mining equipment.

National expects a definitive agreement between the parties to be
signed in the upcoming weeks.

               About National Coal Corp.  

National Coal Corp. -- whose March 31,2004, National Coal's  
balance sheet shows a stockholders' deficit of $436,729 --
owns the coal mineral rights on approximately 70,000 acres in  
Eastern Tennessee.  


NEW WEATHERVANE: Wants to Appoint Trumbull Group as Claims Agent
----------------------------------------------------------------
New Weathervane Retail Corp., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve
their appointment of The Trumbull Group, LLC as the official
claims and noticing agent in their chapter 11 cases.

Trumbull group will:

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

      (1) notice of the commencement of these chapter 11 cases
          and the Section 341 meeting;

      (2) notice of the claims bar date;

      (3) notice of objections to claims;

      (4) notice of any hearings on a disclosure statement and
          confirmation of a plan of reorganization; and

      (5) other miscellaneous notices to any entities, as the
          Debtors or the Court may deem necessary or appropriate
          for an orderly administration of these chapter 11
          cases;

   b) within five days after the mailing of a particular notice,
      file with the Clerk's Office a certificate or affidavit of
      service that includes a copy of the notice served, an
      alphabetical list of persons to whom the notice was served
      and the date and manner of service;

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

   d) maintain official claims registers by docketing all proofs
      of claim and proofs of interest on claims registers,
      including the following information:

      (1) the applicable Debtor entity;

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

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

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

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

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

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

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

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

   i) respond to creditors' inquiries regarding their claims or
      the claims process;

   j) record all transfers of claims, and provide notice of such
      transfers, as required by Bankruptcy Rule 3001(e);

   k) prepare any exhibits for objections to claims, as
      requested;

   l) mail voting documents to claimants, and serve notice
      thereof;

   m) respond to claimants' inquiries regarding the disclosure
      statement and the voting procedures (restricting answers
      only to information contained in the plan documents);

   n) receive, examine and tabulate returned ballots in
      accordance with established procedures, and prepare a
      certified report of voting results for delivery to the
      Court;

   o) provide temporary employees, as necessary;

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

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

Trumbull Group will also assist the Debtors with, inter alia:

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

  (b) the reconciliation and resolution of claims; and

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

Trumbull Group will bill the Debtors at its current hourly
consulting rates:

      Designation                  Billing Rate
      -----------                  ------------
      Administrative Support       $55 per hour
      Assistant Case Manager/
        Data Specialist            $65 to $110 per hour
      Case Manager                 $100 to $125 per hour
      Automation Consultant        $140 per hour
      Sr. Automation Consultant    $155 to $175 per hour
      Consultant                   $225 per hour
      Sr. Consultant               $245 to $300 per hour

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


NEXTEL PARTNERS: Schedules Q2 2004 Conference Call on July 28
-------------------------------------------------------------
Nextel Partners, Inc., (NASDAQ:NXTP) will host its second quarter
2004 financial results conference call with its senior management.

      When:    Wednesday, July 28, 2004

      Time:    11:00 AM - 11:45 AM EDT

      Title:   "Second Quarter 2004 Financial Results

      Dial-in: 888-540-9242 (Domestic)
               1-484-630-1056 (International)

      Passcode: PARTNER

      Host:     Alice Kang Ryder

All participants are asked to dial in 10 minutes prior to the
start of the conference call. If you are unable to participate, a
playback of the conference call will be available through Friday,
Aug. 20: Domestic 888-568- 0908, International 1-402-998-1584.

The conference call will also be available via a live Webcast. To
listen to the live call, please go to
http://www.nextelpartners.com/at least fifteen minutes early to  
register, download, and install any necessary software. For those
who cannot listen to the live broadcast, it will be archived on
the Website for one week following the call.

Nextel Partners was established to construct and operate digital   
wireless communications services under Nextel Communications'   
brand name in midsize and smaller cities throughout the U.S. Many   
of these markets are contiguous to Nextel Communications'
existing properties. Like Nextel Communications, Nextel Partners   
exclusively uses Motorola's iDEN technology, which allows
wireless services to be provided over lower special mobile radio   
frequencies. At the end of first-quarter 2004, there were about   
1.3 million subscribers, with a substantial mix of these in the   
construction, transportation, manufacturing, government, and   
services sectors. Although Nextel Communications owns about 31%
of Nextel Partners, it does not provide any credit support to the   
company.

                     *   *   *

As reported in the Troubled Company Reporter's May 26, 2004  
edition, Standard & Poor's Rating Services assigned its 'B+' bank  
loan rating, along with a recovery rating of '3', to the $800  
million senior secured credit facility of Nextel Partners  
Operating Corp., a wholly owned subsidiary of Kirkland,  
Washington-based wireless carrier Nextel Partners Inc.  
  
In addition, a 'B-' rating has been assigned to Nextel Partners'   
$25 million 8.125% senior notes due 2011, issued under Rule 144A   
with registration rights.  
       
The rating on Nextel Partners' senior unsecured debt was affirmed   
at 'B-' and removed from CreditWatch, where it was placed with   
positive implications May 7, 2004. The 'B+' corporate credit   
rating also was affirmed. The outlook remains stable.  
  
"The rating on Nextel Partners is dominated by financial risks   
associated with the company's still aggressive leverage, which
was about 5.5x debt to annualized EBITDA (about 5.8x after
adjusting for operating leases) for the quarter that ended in
March 2004," said Standard & Poor's credit analyst Michael Tsao.
"The high leverage is mainly a legacy of the company's use of
substantial debt to finance the building of a network and
operating losses that typically occur in the early stages of a
business. Somewhat mitigating these risks is Nextel Partners' good
competitive position, and solid EBITDA and free cash flow
prospects."


NRG ENERGY: Nelson Debtors Propose Assets Sale Bidding Procedures
-----------------------------------------------------------------
Debtors LSP-Nelson Energy, LLC, and NRG Nelson Turbines, LLC, ask
the Court to approve the proposed bidding procedures for the
auction related to the sale of all of their assets.

According to Samuel S. Kohn, Esq., at Kirkland & Ellis, in New
York, the proposed Bidding Procedures are designed to maximize
the value of the Nelson Assets for the Nelson Debtors' estates,
creditors, and other interested parties.

A. Due Diligence

   All bidders who request an information packet relating to the
   Sale will be required to enter into a standard confidentiality
   agreement with the Nelson Debtors.

   Upon (i) the execution of a confidentiality agreement that is
   satisfactory in form and substance to the Nelson Debtors and
   Credit Suisse First Boston, and (ii) the Nelson Debtors'
   determination that the Potential Bidder is qualified to
   participate in the bidding process, the Nelson Debtors will
   provide Potential Bidders reasonable access to their books,
   records and executives to allow the bidder to conduct due
   diligence prior to the submission of a bid.

   By participating in the Auction, all Potential Bidders are
   deemed to acknowledge that they have had sufficient and
   reasonable access to the Nelson Debtors' books, records and
   executives for the opportunity to conduct due diligence.

B. Bid Documents

   Each Potential Bidder that wishes to be qualified as a
   Qualified Bidder and continue to participate in the bidding
   process must deliver to the Debtors, Thomassen Amcot
   International, LLC, and CSFB:

      (1) A written offer for a sum certain to acquire all or any
          portion of the Nelson Assets;

      (2) Written evidence that an amount equaling 10% of the Bid
          Amount, representing a good faith deposit, has been
          placed in escrow in an account of a mutually acceptable
          third party agent.  The Good Faith Deposit will be
          non-refundable, in the event that the prospective
          purchaser is determined by the Nelson Debtors and CSFB,
          at the Auction to be the successful bidder or the
          second highest Bidder and subject to the jurisdiction
          of the Bankruptcy Court; and

      (3) Evidence reasonably satisfactory to the Nelson Debtors
          and CSFB, demonstrating the Potential Bidder's ability
          to (i) close and to consummate the acquisition of the
          Nelson Assets, and (ii) if applicable, provide adequate
          assurance for the assumption and assignment of the
          Contracts and Leases pursuant to Section 365 of the
          Bankruptcy Code, including, if available, the Potential
          Bidder's audited financial statements, the adequacy of
          which, the Debtors will determine in consultation with
          CSFB.

C. Bid Deadline

   Bids must satisfy the Bid Requirements and be actually
   received no later than 5:00 p.m., on August 2, 2004.  On
   August 6, 2004, the Debtors, in consultation with CSFB, will
   determine and will notify the Potential Bidder, whether the
   Potential Bidder has submitted acceptable Bid Documents so
   that the Potential Bidder may be considered a Qualified
   Bidder.

D. Bid Requirements

      (1) Each Qualified Bid must be in the form of the Bid
          Documents;

      (2) Each Qualified Bid must constitute a good faith, bona
          fide offer to acquire all or a portion of the Nelson
          Assets;

      (3) Each Qualified Bid will not be conditioned on any terms
          or conditions, including but not limited to financing,
          regulatory approval, shareholder approval,
          environmental contingencies, and the outcome of due
          diligence by the bidder;

      (4) Each Qualified Bid must remain irrevocable until the
          Closing; and

      (5) As a condition to making a Qualified Bid, any Potential
          Bidder must provide the Debtors and CSFB, on or before
          the Bid Deadline, with sufficient and adequate
          information to demonstrate that the bidder:

             -- has the financial wherewithal and ability to
                consummate the acquisition of their business; and

             -- can provide all non-debtor counterparties to the
                Contracts and Leases with adequate assurance of
                future performance as contemplated by Section
                365, if applicable.

E. Auction and Bidding Increments

   The Nelson Debtors will conduct an auction with respect to all
   or a portion of the Nelson Assets on August 11, 2004, at 10:00
   a.m., at the offices of Kirkland & Ellis, or at a later time
   or other place as the Nelson Debtors will notify all Qualified
   Bidders who have submitted Qualified Bids.

   The Auction may be continued to a later date by the Nelson
   Debtors, in consultation with CSFB, by making an announcement
   at the Auction.  No further notice of any continuance will be
   required to be provided to any party.

   Bidding increments will be set and modified at the Auction, at
   the Nelson Debtors' discretion, in consultation with CSFB.  
   Bidding at the Auction will continue until the time as the
   highest or otherwise best bid is determined.  

   Only the Nelson Debtors, CSFB, Qualified Bidders and their
   professionals will be entitled to attend and be heard at the
   Auction and only Qualified Bidders will be entitled to make
   any subsequent bids at the Auction.

F. Expenses

   Each person submitting a bid will bear its own expenses in
   connection with the Sale of the Nelson Assets, whether or not
   that person is the Successful Bidder or the sale of the Nelson
   Assets is ultimately approved.

G. Winning Bid

   Upon conclusion of the Auction, the Nelson Debtors and CSFB,
   on the Lenders' behalf, will identify the highest and best  
   offer or offers for any combination of any or all of the
   Nelson Assets.  In the event of a disagreement between CSFB
   and the Nelson Debtors with respect to the Winning Bid, CSFB
   may seek a review by the Court at the Sale Hearing of the
   Nelson Debtors' determination of the Winning Bid.

   Within 24 hours after adjournment of the Auction, each
   Successful Bidder will complete and execute all agreements
   contracts, instruments or other documents evidencing and
   containing the terms and conditions on which the Winning Bid
   was made.

   If only one Qualifying Bid is received by the Bid Deadline and
   any modifications to the Asset Purchase Agreement are accepted
   by the Nelson Debtors, the Nelson Debtors will report this
   to the Court at the Sale Approval Hearing, where the Debtors
   will ask the Court to:

      (1) deem the bid as the highest or otherwise the best
          offer for the Nelson Assets; and

      (2) authorize them to proceed to close the Sale, in
          accordance with the Asset Purchase Agreement, as
          promptly as possible.

H. The Sale Approval Hearing will take place on August 18, 2004
   at 2:30 p.m., prevailing Eastern Time.

I. Closing

   Each Successful Bidder will be required to close the
   Transaction, which consummates the sale of the relevant Nelson
   Assets no later than 10 days after the Court approves the
   Sale.

   If a Successful Bidder fails to close the Winning Bid within
   the time limitations and terms set forth in the applicable
   asset purchase agreement, the Successful Bidder will forfeit
   the Good Faith Deposit to, and the Good Faith Deposit will be
   retained irrevocably by, the Nelson Debtors.  The Nelson
   Debtors will also retain the right to seek all other
   appropriate damages from the Successful Bidder.

   In the event of a Purchase Default, at the Nelson Debtors'
   discretion, in consultation with CSFB, the next highest or
   otherwise best Qualifying Bid for the relevant Nelson Assets
   will automatically be deemed to be the Winning Bid for the
   assets, and each bidder submitting the bid will be deemed to
   be a Successful Bidder without the need for additional hearing
   or Court order.  

J. Return of Good Faith Deposit

   The Good Faith Deposit of any Successful Bidder will be
   credited to the price paid for the relevant Nelson Assets.  
   The Good Faith Deposit of any unsuccessful bidders will be
   returned within 15 days after consummation of the Sale or on
   permanent withdrawal by the Nelson Debtors of the proposed
   sale of the Nelson Assets.

The Nelson Debtors reserve the right to reject any bid if they
determine that the Qualified Bid is:

   -- inadequate or insufficient;

   -- not in conformity with the requirement of the Bankruptcy
      Code, any related rules or the terms set forth; or

   -- contrary to the best interests of their estates.

         Notice of Sale, Auction And Bidding Procedures

The Nelson Debtors propose to serve copies of the Sale Motion,
the Bidding Procedures Order, the proposed Sale Approval Order
and all exhibits to the orders by first-class mail, postage
prepaid to:

   (1) the Office of the United States Trustee,

   (2) the attorneys for CSFB, on behalf of the Lenders,

   (3) the attorneys for the Creditors Committee,

   (4) all counterparties to the Contracts and Leases,

   (5) all parties who have made written expressions of interest
       in acquiring the Nelson Assets,

   (6) all known persons holding a lien on any of the Nelson
       Assets,

   (7) the Securities and Exchange Commission,

   (8) all taxing authorities that have jurisdiction over the
       Nelson Assets,

   (9) all Governmental Agencies having jurisdiction over the
       Nelson Assets with respect to any non-bankruptcy
       regulations,

  (10) the Attorney General of the State of Illinois, and

  (11) all other parties that had filed a notice of appearance
       and demand for service of papers in the bankruptcy cases
       under Rule 2002 of the Federal Rules of Bankruptcy
       Procedure as of June 28, 2004.

The Nelson Debtors believe that the notice is sufficient to
provide effective notice of the Bidding Procedures, the Auction
and the proposed Sale to potentially interested parties in a
manner designed to maximize the chance of obtaining the broadest
possible participation in the Sale process while minimizing costs
to the estates.  Accordingly, the Nelson Debtors ask the Court to
deem the notice sufficient under Rules 2002(a)(2), 2002(c)(1) and
6004 of the Federal Rules of Bankruptcy Procedure.  

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)


OWENS CORNING: Continues Global Manufacturing Capacity Additions
----------------------------------------------------------------
As construction and remodeling continues to increase in the U.S.
and in key markets around the world, Owens Corning announced plans
for two new manufacturing plants in China to produce shingles and
insulation -- the latest in a series of manufacturing expansions
and capacity increases for the company.

The new shingle plant, which is being constructed in East China
and will open at the end of the year, is the first Owens Corning
shingle plant in China and the first Chinese facility to
manufacture international standard glass fiber asphalt shingle
products.  Demand for the "Owens Corning Roof" soared following
the success of a municipal re-roofing project in Shanghai, which
other cities have since copied.

In addition, the Company began construction on a new fiber glass
insulation facility in Tianjin, China -- its fourth glass fiber
insulation and fifth building materials plant in China.  The
facility, which is expected to be in operation by the end of the
third quarter of 2004, will produce insulation products for
commercial, industrial and residential construction markets --
including trademarked PINK(R) insulation -- to meet the rapidly
increasing demand.

This news follows on the heels of the company's recent
announcement of low-cost expansions and upgrades at six core
facilities in the U.S. and Canada to increase capacity for the
North American market.  Owens Corning's recent acquisition of
Vitro Fibras, Mexico's largest fiberglass maker, also adds
further capacity for the North American and Latin American
markets.

"We're constantly evaluating our global businesses to make certain
we're adding capacity to meet our customers' needs and grow with
them," said Owens Corning Chief Executive Officer Dave Brown.  
"Worldwide, we expect markets to continue to be strong, and we're
committed to meeting that demand now and in the future."

                   Insulation Transforms Market

In Tianjin, the new Owens Corning insulation plant will produce
glass fiber insulation products that are increasingly in demand as
Owens Corning educates the market about energy efficiency and as
American building techniques become more visible as air-
conditioned hotels, offices and housing are built, especially in
preparation for the 2008 Summer Olympics in Beijing.

"In the ten years that we have been operating in Asia, we have
seen tremendous change," said Brown.  "At the same time, we have
learned how to effectively and efficiently operate in the market
without compromising quality.  Our new expansion initiatives
derive from that learning process."

Brown emphasized that Owens Corning will continue to incorporate
the highest levels of environmental protection in its processes,
which are designed to minimize waste and conserve energy.  "We're
not only providing products that promote energy conservation,
we're committed to protecting our resources and more importantly,
ensuring a safe workplace for our employees."

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: Inks Stipulation Resolving California DWR Claims
-------------------------------------------------------------
In a Court-approved stipulation, Pacific Gas and Electric Company
and the State of California, Department of Water Resources agree
to resolve the Debtor's Objection to DWR's asserted ordinary
course liability claims, and related issues without further
litigation.

The parties stipulate that:

   (a) Each of the DWR Claims, in its entirety, will be
       classified and treated as an Ordinary Course Liability
       under the Plan;

   (b) The Debtor's Objection with respect to each of the
       administrative claims filed monthly by DWR commencing in
       September 2001 through January 2004 is resolved pursuant
       to the stipulation.  The stipulation also resolves any
       potential objection to each of the administrative claims
       filed monthly by DWR commencing February 2004 through May
       2004, on the grounds that each of those claims constitutes
       an Ordinary Course Liability.  The stipulation will not
       affect the Debtor's and DWR's rights in the event the
       Debtor disputes the DWR Claims pursuant to the Plan;

   (c) As a result of the Plan's Effective Date, DWR is not
       required to continue to file any administrative claim
       asserting amounts due generally from the sale of
       electricity energy or services for customers, which it has
       been filing on a monthly basis;

   (d) The stipulation will not be construed to alter or amend
       in any manner the terms and conditions of another
       stipulation entered into by DWR, which resolves Claim No.
       12323 as amended by Claim No. 12592;

   (e) DWR represents and warrants that it has neither assigned
       nor in any way transferred any part of the DWR Claims
       subject to the stipulation to any person or entity; and

   (f) DWR contends that by entering into the Stipulation, DWR is
       making a special and limited appearance and that DWR does
       not waive any objections or defenses that DWR or any other
       agency, unit, or entity of the State of California may
       have to the Court's jurisdiction over DWR or any other
       agency, unit or entity based on the Eleventh Amendment or
       related principles of sovereign immunity or otherwise, all
       of which are reserved.  The Debtor disputes these
       contentions.

The DWR Ordinary Course Liability Claims are:

                           Docket     Original        Amended
  Time Period                No.    Claim Amount   Claim Amount
  -----------              ------   ------------   ------------
  April 7 - June 30, 2001    2250   $179,423,648   $179,423,648
  July 2001                  3639     32,777,879     32,777,879
  August 2001                4056     35,000,000     35,000,000
  September 2001             4553     13,000,000     13,000,000
  October 2001               4961     15,000,000     15,000,000
  November 2001              5606      8,000,000      8,000,000
  December 2001              6112      3,500,000      3,500,000
  January 2002               6766     11,000,000     11,000,000
  February 2002              8312      3,000,000      3,000,000
  March 2002                 9319     30,000,000     30,000,000
  April 2002                 9965     19,000,000     19,000,000
  May 2002                  10414     26,000,000     26,000,000
  June 2002                 10828     20,000,000     20,000,000
  July 2002                 11155     27,000,000     27,000,000
  August 2002               11537     29,000,000     29,000,000
  September 2002            11947     56,000,000     56,000,000
  October 2002              12219     38,324,841     38,324,841
  November 2002             12450    102,640,179    102,640,179
  December 2002             12649     86,000,000     86,000,000
  January 2003              12854     40,000,000     40,000,000
  February 2003             13012     29,042,517     29,042,517
  March 2003                13277     45,908,180     45,908,180
  April 2003                13483     37,862,562     37,862,562
  May 2003                  13772     20,067,424     20,067,424
  June 2003                 13958     29,500,833     29,500,833
  July 2003                 14162      3,803,951      3,803,951
  August 2003               14327      3,323,409      3,323,409
  September 2003            14537      3,000,000      3,000,000
  October 2003              14693      3,000,000      3,000,000
  November 2003             14978     12,000,000     12,000,000
  December 2003             15226     11,655,536     11,655,536
  January 2004              15319      3,000,000      3,000,000

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


PARMALAT: Creditors' Sec. 304 Injunction Objections are Overruled
-----------------------------------------------------------------
As previously reported, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges, LLP, in New York, appeared before Judge Drain in
the United States Bankruptcy Court for the Southern District of
New York to obtain a Temporary Restraining Order and Preliminary
Injunction, enjoining and restraining U.S. creditors from seizing
the U.S. assets of Parmalat Finanziaria SpA and 22 foreign
subsidiaries and affiliates.

ABN AMRO and an ad hoc committee protest this motion.

                            Objections

(1) ABN AMRO

Parmalat should not be allowed to use Section 304 of the
Bankruptcy Code to achieve greater protection in the United
States than Parmalat would receive in Italy, Jarrett M. Behar,
Esq., at Wolf, Block, Schorr And Solis-Cohen, LLP, in New York,
tells Judge Drain on behalf ABN AMRO Bank N.V.  Parmalat must
demonstrate that the Italian court shares the U.S. court's policy
of equal distribution of assets and that Italian law mandates the
issuance or at least authorizes the request for the stay.

Parmalat must also submit evidence to the Court in support of its
claim that Wishaw Trading S.A., a co-defendant in a pending
lawsuit ABN AMRO commenced against Parmalat SpA, is merely a
creature of Parmalat.  Without documentation, Parmalat stated
that it owns 16.67% of Wishaw.  Parmalat has not met its burden
to demonstrate that Wishaw is "involved in" the Parmalat
insolvency proceeding in Italy.

Parmalat's claim that the State Court Action should be enjoined,
otherwise Dr. Bondi would have a substantial burden of responding
to discovery requests and would default on the action on behalf
of Wishaw, is specious.

Cesare Vecchio, a partner at Freshfields Bruckhaus Deringer in
Milan, and Giuseppe Curto, an associate at Freshfields, explain
that any action against Wishaw, and any default of Wishaw, would
not have any direct effect vis-a-vis Parmalat because under
Italian law, "any action taken on the assets of subsidiary and/or
affiliates of the insolvent company which have not been declared
insolvent does not infringe the par condicio creditorum
principle."

Messrs. Vecchio and Curto assist the ABN AMRO Group in Italy on
certain cases related to Parmalat's insolvency.

According to Messrs. Vecchio and Curto, the Italian Supreme Court
ruled in the case of 19 December 1990 no. 12031 that:

      (i) an insolvency declaration adjudicated by an Italian
          Court neither freezes nor has any influence over the
          assets owned by an insolvent company outside of the
          Italian territory, unless the receiver succeeds in
          obtaining in the relevant jurisdiction the recognition
          of the insolvency declaration in the jurisdiction where
          the assets are located or an order freezing the assets;
          therefore

     (ii) any creditor may commence individual actions before
          non-Italian Courts on assets of the insolvent company
          located outside Italy.

The Italian Supreme Court also stated that these conclusions do
not contrast with the general principle of the so-called par
condicio creditorum -- pursuant to which creditors of the same
ranking must equally participate in the distribution of funds
raised in the procedure -- as the principle applies only in
relation to the liquidation of the assets over which the freezing
effect of the insolvency declaration operates.

Messrs. Vecchio and Curto studied both the Italian Royal Decree
no. 267 of 16 March 1942, which provides general rules regulating
insolvency procedures in Italy, and the legislation regulating
Amministrazione Straordinaria, which has been set by Law Decree
no. 26 of 30 January 1979, Legislative Decree no. 270 of 8 July
1999 and Law Decree no. 347 of 23 December 2003.  Messrs. Vecchio
and Curto observe that none of the decrees provide any rule
enjoining actions and proceedings against non-Debtor subsidiary
and affiliates.

In March 2003, ABN AMRO provided $10,000,000 in financing to
facilitate a shipment of agricultural commodities from Archer
Daniels Midland Company to Wishaw or its designee.  Wishaw is a
company organized and existing under the laws of the Republic of
Uruguay with its principal offices at Av. Millan, 531, 12.900
Montevideo, Uruguay.

To implement and evidence the requested financing, Wishaw
executed a Promissory Note dated March 27, 2003 for $9,999,999.91
payable to Archer Daniels.  By letter dated March 27, 2003,
Wishaw delivered the Note directly to ABN AMRO and confirmed
that, at maturity, Wishaw would make full payment under the Note
to ABN AMRO without deductions, set-off, counterclaims or
withholding.

In consideration of payment by ABN AMRO, Archer Daniels endorsed
the Note to ABN AMRO and assigned to ABN AMRO all of its rights,
title and interest in the Note.  The Note provides that:

   -- the $9,999,999.91 is payable to ABN AMRO at maturity on
      March 19, 2004;

   -- Wishaw waives all requirements as to presentment, demand,
      protest or notice of any nature;

   -- interest from maturity will be due at the rate of 12% per
      annum; and

   -- Wishaw will reimburse ABN AMRO for all reasonable costs and
      expenses of collection, including ABN AMRO's attorney's
      fees.

Pursuant to a Guarantee (Per Aval) dated March 27, 2003, Parmalat
SpA unconditionally and irrevocably guaranteed to any holder of
the Note, as primary obligor, all payment obligations.

Wishaw failed to pay the amounts due under the Note at maturity.  
As a result, on March 22, 2004, ABN AMRO commenced an action
against Parmalat SpA before the Supreme Court of the State of New
York, County of New York, to recover the principal and interest
due under the Note.  ABN AMRO named Wishaw as a co-defendant in
the Complaint.

(2) Ad Hoc Committee

An ad hoc committee of Parmalat private and public noteholders
warns Judge Drain that Parmalat is seeking the Bankruptcy Court's
assistance in achieving a unilateral restructuring behind closed
doors.

              Made-to-Order Dictatorial Proceedings

Evan D. Flaschen, Esq., at Bingham McCutchen, LLP, in Hartford,
Connecticut, explains that throughout the six months that
Parmalat has sought insolvency protection in Italy, Dr. Enrico
Bondi denied the Ad Hoc Committee access to basic information,
any opportunity to make an independent assessment of even basic
business decisions, and any opportunity to provide any meaningful
input at all into the plan process.  After stringing along the Ad
Hoc Committee for months and after being provided with more than
100 institutional investor signature pages confirming that
Bingham McCutchen, LLP, represented the Ad Hoc Committee, Dr.
Bondi had the effrontery to characterize the Ad Hoc Committee as
"a small group of creditors trying to insert themselves into the
process and win fees from the company."

Parmalat's international bond debt exceeds $10,000,000,000 -- a
clear majority of Parmalat's total indebtedness, Mr. Flaschen
says.

"[O]ne need not indict the Italian insolvency system in general
to reach the obvious conclusion that the made-to-order
dictatorial Parmalat insolvency proceedings lack the requisite
legitimacy and procedural fairness that would permit [the
Bankruptcy] Court to enter a preliminary injunction under Section
304(b) of the Bankruptcy Code," Mr. Flaschen states.

Mr. Flaschen tells the Court that Parmalat's restructuring plan,
which was presented to the Italian Minister of Productive
Activities in June 2004, is already a "done deal" even though
bondholders still haven't seen it, let alone been permitted to
provide any input, and regardless of whether they can find any
possible ground for appealing its approval.

Parmalat's claims process has also been a comedy of errors.  On
not less than three different occasions, the Parma Court or
Parmalat itself announced new procedures for the filing of
claims, each with new deadlines and format requirements.  Whether
each change improved the process is not really the point, since
hundreds of thousands of dollars have been spent so far in the
attempt to comply with each set of procedures before they were
changed.

"In a case that grew out of perhaps the largest financial fraud
in European history, one would have expected at least an open
plan process to reassure the financial markets that Parmalat's
old ways of doing business had ended.  But such was and is not
the case," Mr. Flaschen laments.

"Without any meaningful information from Parmalat at all,
creditors have been left to guess at the accuracy or political
expediency of one bizarre press 'trial balloon' after another.

             Request Fails to Satisfy Legal Elements
                   of a Preliminary Injunction

The Ad Hoc Committee asks the Court to deny Dr. Bondi's request
for injunction.  Mr. Flaschen contends that Dr. Bondi fails to
allege both irreparable harm and facts necessary to show that he
is likely to prevail on the merits.  Dr. Bondi simply alleges
that an injunction is necessary to stay collection efforts in
connection with the ABN AMRO Complaint and supposedly similar
suits.  Dr. Bondi fails to explain, however, why he did not seek
the Bankruptcy Court's protection more than six months ago when
Parmalat commenced its insolvency proceedings and why, now that
six months have passed, only one lawsuit against the relevant
Parmalat entities exists.  Mr. Flaschen points out that the
existence of one lawsuit does not justify a sweeping injunction
especially when Parmalat's insolvency proceeding does not provide
a viable alternative that protects creditors' rights.

            U.S. Creditors Aren't Protected in Italy

Dr. Bondi's request should also be denied because the Italian
proceedings provided no procedural protections to U.S. creditors.  
The Insolvency proceeding denied creditors notice, due process,
and an opportunity to be heard, all in stark contrast with U.S.
law.

"The Ad Hoc Committee does not expect Italian law to be identical
to U.S. law by any means, but we are not really faced with
'general Italian law' at all.  We are presented with a special
enactment -- the 'Christmas Eve Decree' as twice amended -- to
deal especially with Parmalat and to override even long-standing
Italian precedent that, for example, administrators of an
insolvent entity must be independent -- as they still must be for
all except 'extraordinary' debtors, of which Parmalat is the only
example to date," Mr. Flaschen cries.

"And we are presented with an Extraordinary Commissioner whose
absolute power makes it a matter of noblesse oblige as to whether
he will deign to provide any information at all to an Ad Hoc
Committee that is representative of the clear majority in amount
of Parmalat's creditors.

Mr. Flaschen reports that Parmalat rejected the "seemingly
innocuous request" of the Ad Hoc Committee to be included as a
Notice party with respect to the notices issued concerning the
Preliminary Injunction Hearing.

Mr. Flaschen reminds Judge Drain that in Bank of New York v.
Treco (In re Treco), 240 F.3d 148 (2d Cir. 2001), Mr. Flaschen
relates that the United States Court of Appeals for the Second
Circuit denied the Bahamian Liquidators' request for a turnover
order on the grounds that the payment of administrative expenses
under Bahamian law would have invalidated the priority of a U.S.
secured creditor's claim, and therefore would have amounted to a
distribution of proceeds that was not "substantially in
accordance with the order prescribed in [the Bankruptcy Code]" as
set forth in Section 304(c)(4).  The Treco court also found that
the priority rules in the Bahamian proceedings denied the U.S.
creditor the "strong protection" afforded to secured claims and
property rights "protected by our Constitution's prohibition
against takings without just compensation."

The U.S. Bankruptcy Court for the Southern District of New York
also refused to grant Section 304 protection where the
foundations of a foreign proceeding lack certain fundamental
procedural and substantive protections.  In re Hourani, 180 B.R.
58 (Bankr. S.D.N.Y. 1995), the Liquidation Committee of Petra
Bank of Amman in Jordan commenced Section 304 proceedings and
sought for the turnover of all Petra Bank funds in the United
States so that they could be administered under Jordanian law.  
A.I. Trade Finance, Inc., an international financing firm holding
three promissory notes guaranteed by Petra Bank, objected to the
Liquidation Committee's petition and sought to have the petition
dismissed.

In considering AITF's objection, Judge Lifland recognized that
"[w]hile this nation's preparedness to grant deference to the
laws and proceedings of other nations is considerable, it is not
unlimited[, and] [d]eference should only be given to those
insolvency proceedings that provide a reasonable degree of
certainty that the consideration of all parties' rights will be
fair and impartial."  Judge Lifland then commenced a
comprehensive review of the substantive and procedural aspects of
Jordanian bankruptcy law to determine whether comity should be
extended under Section 304.

Thereafter, the Hourani Court found no shortage of procedural
lapses in the Jordanian proceedings that weighed against granting
Section 304 protection.  Specifically, Judge Lifland found that:

   (a) the Liquidation Committee had the power to dispose of
       assets and claims in any manner that it "deem[ed]
       appropriate";

   (b) creditors had no guaranteed right to appeal actions taken
       by the Liquidation Committee regarding the disposition of
       assets or from claims adjudications, besides their own
       claims; and

   (c) creditors had no access to information regarding actions
       taken by the Liquidation Committee.

Judge Lifland also noted with concern that the special
legislation for Petra Bank did not encompass the insolvency
provisions of the Jordanian Commercial Law or Civil Law.

Judge Lifland declined to enter Section 304 protection on the
basis of these procedural defects.  Judge Lifland held that the
"[f]undamental requisites of due process of law include access to
information and an opportunity to be heard in a meaningful manner
. . . For effective participation, a certain degree of
transparency within the system is needful."

The court in Interpool Ltd. v. Certain Freights of the M/V
Venture Star, 102 B.R. 373 (D.N.J. 1988), also reached a similar
conclusion.  There, KKL Kangaroo Lines, an Australian liner
company with substantial assets in the United States, was forced
into involuntary liquidation proceedings in Australia by one of
its major creditors.  KKL's court-appointed liquidator filed a
petition for Section 304 protection seeking turnover of KKL's
U.S. property.  To prevent KKL's U.S. assets from being
dispatched to Australia, several creditors filed an involuntary
Chapter 7 petition in the bankruptcy court.  The Section 304
petition was then withdrawn from the bankruptcy court and
consolidated with related matters before the district court.  The
issue before the district court was whether, pursuant to Section
304, the liquidator should be permitted to administer the
debtor's U.S. assets under the auspices of Australian bankruptcy
law.

In deciding whether to grant comity to the Australian
proceedings, the district court determined whether (1) U.S.
creditors have the ability to pursue their rights in Australian
courts, and (2) the protections contained in the Australian
Bankruptcy Rules provided U.S. creditors with sufficient
protection.

The district court noted that Australian winding-up proceedings
are ex parte.  Accordingly, those proceedings do not provide the
same protections to creditors as dictated under the U.S.
Bankruptcy Rules.  The Interpool court also held that while there
is no requirement that Australian law and United States law be
identical, a U.S. court "must be convinced that the foreign Court
has or will abide by fundamental standards of procedural
fairness" before granting Section 304 protection.

Under Australian law, bankruptcy proceedings result in the
"private determination of the bankrupt" and liquidators are not
required to give notice of the liquidation proceedings to
creditors.  Moreover, although creditors may call a meeting
pursuant to Australian bankruptcy law, that right may often prove
illusory because a creditor would only be able to call a meeting
if he were aware of the pending liquidation proceedings.

In light of the omission of notable procedural protections under
Australian law, the district court refused to grant recognition
to the Australian proceeding and instead granted the U.S.
creditors' request for a Chapter 7 petition.

        No Proof that Dr. Bondi is Authorized to Commence
                      the Sec. 304 Petitions

The request should also be denied because Dr. Bondi failed to
provide evidence that he is specifically authorized under Italian
law to commence the ancillary proceedings.  Dr. Bondi did not
provide evidence of his own appointment or an explanation of how
a company's Chairman and CEO brought in at the behest of Italian
banks can suddenly become an independent administrator.

                    Committee Sets Conditions

If the Court is inclined to enter the preliminary injunction, the
Ad Hoc Committee suggests that any order be conditioned on:

   (1) the recognition of the Ad Hoc Committee funded
       retroactively by Parmalat;

   (2) the creation of a U.S. claims process;

   (3) mandatory disclosures from Parmalat regarding the
       company's business operations, financial information and
       restructuring plan; and

   (4) further review following publication of Parmalat's plan.

If Parmalat says that these conditions are not permitted under
Italian law and if Parmalat indicates it won't change the law --
even though it has already done so three times -- Parmalat should
be left to enforcing the Italian stay and the Italian plan
pursuant to Italian law, without the assistance of the U.S. legal
system.

A list of the members of the Ad Hoc Committee is available at
http://bankrupt.com/misc/ad_hoc_committee_members.pdfat no cost.

                       Dr. Bondi Responds

The Ad Hoc Committee's objection must be overruled.  On Dr.
Enrico Bondi's behalf, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges, LLP, explains that if the Section 304
injunction is not granted, Parmalat's estates may be prematurely
"pieced out" and the orderly determination of claims and
administration of assets in a centralized, foreign proceeding
will be severely disrupted.  Parmalat's reorganization requires
the coordination of multiple jurisdictions and the protections
afforded by the laws thereunder.

Absent Parmalat's filing for protection and the Italian
legislature's prompt revision of Italian bankruptcy law, which
facilitates reorganization by providing for the ability to
convert debt to equity, Ms. Goldstein points out that Parmalat
most certainly would have been forced to liquidate, leading to
limited creditor recoveries and great injury to all parties-in-
interest.  The Section 304 petition and request for injunction,
Ms. Goldstein clarifies, will only serve to maintain the status
quo and prevent an unnecessary race to the courthouse.

The Ad Hoc Committee's assertion that Italian law is not
fundamentally fair to creditors is untrue.  The Committee's
objection is based on mere hyperbole and innuendo rather than
fact or legal precedent, Ms. Goldstein tells Judge Drain.

Ms. Goldstein asserts that Italian insolvency law is
"substantially in accordance" with U.S. bankruptcy law and, thus,
worthy of Section 304 relief:

   -- The Italian Proceedings provide procedural protections to
      U.S. creditors. All creditors are afforded the opportunity
      to have their names placed on the list of creditors
      utilized for voting purposes.  Even if a creditor does not
      place their name and claim on the list of creditors, the
      creditor is not barred from asserting its claim as there is
      no bar date under applicable Italian law.  In addition, in
      the event the debtor disagrees with the classification and
      amount of a creditor's claim, any creditor -- Italian or
      otherwise -- is entitled to court adjudication of the
      dispute; and

   -- Parmalat is providing adequately information to creditors.
      Under applicable Italian law, a debtor may not disclose any
      information to one creditor without providing that
      information to all creditors.  Notwithstanding this
      limitation, Parmalat endeavored to provide information to
      creditors in a consistent manner via publication in various
      newspapers and, more importantly, through the use of their
      Website, which is available to all parties.

Ms. Goldstein also argues that, whether the Committee approves of
Dr. Bondi's appointment by the Italian court is not relevant to
his status as the foreign representative.  Dr. Bondi is the duly
appointed administrator and the authorized legal representative
of Parmalat's estates.

The Committee suggests that the Italian Proceeding is unworthy of
comity because Italian insolvency law does not provide a role for
or for compensation of professionals of an ad hoc noteholders'
committee.  Ms. Goldstein reminds Judge Drain that nothing in
Section 304 or elsewhere in the Bankruptcy Code requires the
payment of fees incurred by ad hoc committees.  The fact that
Italian law also does not provide for appointment of an official
creditors' committee or for compensation of counsel for an ad hoc
committee is not relevant to Parmalat's qualification for Section
304 protection.

With respect to ABN AMRO's objection, Ms. Goldstein tells the
Court that Parmalat has had difficulty ascertaining information
regarding Wishaw, including the value of its assets if any, and
its role in the corporate structure.  Parmalat requires
additional time to conduct its investigation of Wishaw to
determine if Wishaw should:

      (i) be placed into an insolvency proceeding in Uruguay,
          with a potential Section 304 filing in the United
          States;

     (ii) oppose the ABN AMRO Complaint; or

    (iii) consent to entry of a judgment.

Dr. Bondi asks Judge Drain to approve the preliminary injunction
applicable to Wishaw for a 30-day period.

                          *     *     *

Judge Drain enjoins and restrains all persons subject to the
jurisdiction of the U.S. court from commencing or continuing any
action to collect a prepetition debt without obtaining permission
from the Bankruptcy Court.

Absent an injunction, Judge Drain holds that Parmalat, its
estates and creditors will suffer immediate and irreparable
injury.  Dr. Bondi may become unnecessarily distracted from his
centralized reorganization efforts by having to learn about or
respond to pending and potential litigations in connection with
claims against Parmalat in the United States.  Parmalat could
also become subject to the risk of default judgments.  Dr.
Bondi's ability to implement the Italian Plan may also be
jeopardized by the efforts of certain Italian Plan creditors to
thwart his restructuring efforts.

The Court recognizes Dr. Bondi as the exclusive "foreign
representative" of Parmalat within the meaning of Section 101(24)
of the Bankruptcy Code.

The Civil and Criminal Court of Parma will have exclusive
jurisdiction to hear and determine any action, claim or
proceeding, other than the SEC Action, and to settle all disputes
which may arise out of the construction or interpretations of the
Italian Plan, or out of any action taken or omitted to be taken
by any entity in connection with the administration of the
Italian Plan.

Judge Drain will convene a hearing on August 26, 2004 at 10:00
a.m. to consider whether to continue the terms of the Preliminary
Injunction beyond that date.

Any party-in-interest, nonetheless, may seek to terminate or
limit the terms of the Preliminary Injunction.

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


PASCACK VALLEY HOSPITAL: S&P Removes B+ Rating From Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating three
notches to 'B+' from 'BB+' on New Jersey Health Care Facilities
Finance Authority's revenue bonds outstanding, issued for Pascack
Valley Hospital, New Jersey. The rating was also removed from
CreditWatch with negative implications, where it was placed on
June 11, 2004. The outlook is negative.

Pascack's total debt outstanding is $84.3 million.

"The lowered rating reflects the sizable $11.2 million operating
loss reported in the hospital's audited financial statements for
fiscal 2003 that led to a debt service covenant violation,
combined with the hospital's limited financial flexibility, given
its slim liquidity and highly leveraged balance sheet," said
Standard & Poor's credit analyst Anita Varghese.

The negative outlook reflects the challenge that the hospital
faces in returning to break-even operations after an approximately
$12 million decline in Medicare outlier payments while undergoing
its expansion project.

The $11.7 million discrepancy between Pascack's audited financial
statements and management's internal year-end numbers for fiscal
2003 is a result of adjustments relating to a $9.4 million
understatement of the hospital's accounts receivable contractual
allowances and a $1.8 million increase in the provision for bad
debt. Management's internal year-end numbers overstated net
accounts receivable and net patient revenues and indicated an
operating profit of $485,000.

Management plans to offset the decline in operating performance
through various initiatives, including about $7 million in annual
cost reductions and about $8 million in annual revenue
enhancements, which should be fully realized in fiscal 2005. In
addition, Pascack may also receive an additional $3 million in
Medicare revenue, effective October 2004, if its wage index is
reclassified to New York City from Bergen County.

Pascack is current on its debt service payments and the event of
default is not imminent. However, debt service payments will be
steeper starting in 2005-2006 after the hospital's capitalized
interest runs out. Per its bond documents, Pascack is required to
hire a consultant and has chosen Cambio Health Solutions, which
will begin its engagement in mid-July. Management expects to end
fiscal 2004 with an approximately $5 million operating loss.

Pascack is located in Westwood, New Jersey, an affluent suburb of
Bergen County. The hospital is the smallest of five acute-care
providers in a highly competitive county. It has a 35.6% market
share in its primary service area of 24 towns, which accounts for
70% of its admissions.


PEGASUS: Court OKs Committee's Proposed Screening Wall Procedures
-----------------------------------------------------------------
At the Official Committee of Unsecured Creditors' request, the
Court approves Screening Wall Procedures that are designed to
prevent the misuse of Committee information, and that are
acceptable to the United States Trustee.  

Committee members, which are engaged in the trading of securities
as a regular part of their business, will not violate their
duties as Committee members, and per se be in violation of the
securities laws.  Thus, the Committee members will not subject
their claims to possible disallowance, subordination, or other
adverse treatment, by trading in Pegasus Satellite Communications,
Inc.'s Securities during the pendency of the Debtors' Chapter 11
cases, provided that any Committee member carrying out trades
establishes and effectively implements and strictly adheres to the
information blocking procedures detailed in the Screening Wall
Declaration or otherwise approved by the Office of the United
States Trustee.

Jacob A. Manheimer, Esq., at Pierce Atwood, in Portland, Maine,
relates that the term "Screening Wall" refers to a procedure
established by an institution to isolate its trading activities
from its activities as a member of an official committee of
unsecured creditors in a Chapter 11 case.  A Screening Wall
includes the employment of different personnel to perform certain
functions, physical separation of the office and file space,
procedures for locking committee related files, separate
telephone and facsimile lines for certain functions, and special
procedures for the delivery and posting of telephone messages.  
The Procedures prevent the Securities Trading Committee Member's
trading personnel from use or misuse of non-public information
obtained by the Securities Trading Committee Member's personnel
engaged in Committee-related activities and also precludes
Committee Personnel from receiving inappropriate information
regarding the Securities Trading Committee Member's trading in
Securities in advance of those trades.

Although Committee members owe fiduciary duties to the Debtors'
creditors, the Securities Trading Committee Members also may have
fiduciary duties to maximize returns to their clients through
trading securities.  Thus, if a Securities Trading Committee
Member is barred from trading Pegasus' Securities during the
Debtors' bankruptcy cases because of its duties to other
creditors, it may risk the loss of a beneficial investment
opportunity for itself or its clients and may breach its
fiduciary duty to its clients.

If a Securities Trading Committee Member resigns from the
Committee, its interests may be compromised by virtue of taking a
less active role in the reorganization process.  Securities
Trading Committee Members should not be forced to choose between
serving on the Committee and risking the loss of beneficial
investment opportunities or foregoing service on the Committee
and possibly compromising its responsibilities by taking a less
active role in the reorganization process.

As evidence of the implementation of the Procedures, any
Committee member that wishes to trade in Pegasus' Securities are
required to file with the Bankruptcy Court a Screening Wall
Declaration by each individual performing in Committee-related
activities in the Chapter 11 cases.  The declaration or affidavit
will state that the individual will comply with the Procedures.

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)    


PG&E NATIONAL: USGen Wants Until Nov. 1 to Exclusively File Plan
----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, USGen New
England, Inc., asks the Court to further extend its Exclusive
Plan Filing Period to November 1, 2004, and its Exclusive
Solicitation Period to December 30, 2004.

John Lucian, Esq., at Blank Rome, LLP, in Baltimore, Maryland,
reminds the Court that USGen recently filed these pleadings:

   * Debtors' Joint Motion for Order Pursuant to Sections 363 and
     365 of the Bankruptcy Code Authorizing and Approving the
     Assumption and Assignment of Coal Purchase and Sale
     Agreement with Glencore Limited;

   * Complaint for Declaratory Relief Against Bear Swamp
     Counterparties;

   * Joint Motion for Order Authorizing and Approving Affiliated
     Debtors' Cost Allocation Methodology;

   * Motion for Authority to Enter into Contract for Ash Disposal
     at Salem Harbor Facility;

   * Application to Compromise Controversy with Rhode Island
     Department of Transportation;

   * Joint Motion of Affiliated Debtors for Order (I) Approving
     Omnibus Intercompany Claims Reconciliation and Settlements
     and (II) Fixing Deadline for Filing Proofs of Claim and
     Approving Form and Manner of Notice Thereof for All
     Intercompany Claims not Included in the Omnibus Intercompany
     Claims Settlement;

   * Joint Motion for Order Approving Settlement of Certain
     Intercompany Claims and Authorizing Debtors to Implement
     Mutual Release in Connection Therewith;

   * Joint Motion to Approve Global Settlement with Algonquin Gas
     Transmission Company;

   * Motion for Authority to Enter into Salem Harbor Reliability
     Agreement with ISO New England, Inc.;

   * Expedited Motion for Order Approving and Authorizing Debtor
     to Implement New Key Employee Retention Plan;

   * Expedited Joint Motion for Order Approving Settlement of
     Existing Tax Sharing Agreement Issues and Authorizing Entry
     into New Tax Sharing Arrangement; and

   * Expedited Motion for Order Authorizing Engagement of Credit
     Suisse First Boston to Provide Staple Financing.

The planning and preparation of the pleadings consumed
substantial amounts of USGen's time and resources.

                   The Bear Swamp Litigation

According to Mr. Lucian, a resolution of the cardinal issues
raised in the Bear Swamp adversary proceeding weighs heavily on
USGen's reorganization efforts.  Granting an additional
exclusivity extension will allow USGen to concentrate on its
post-trial brief due in mid-July, and any subsequent matters,
without being distracted by a competing plan, as well as
incorporate the litigation results into its plan formulations.

                    The Algonquin Litigation

Mr. Lucian relates that after lengthy settlement negotiations, a
global resolution of all issues with Algonquin Gas Transmission
Company was reached on April 16, 2004.  At USGen's behest, the
Court approved the proposed settlement with Algonquin at a
hearing on May 12, 2004.  The superlative settlement -- which
reduced Algonquin's claim from $481,000,000 to $4,000,000 -- was
the fruit of several rounds of comprehensive negotiations that
spanned many weeks and involved a cadre of USGen's personnel and
estate professionals who were required to divert their attention
away from plan efforts to concentrate on the complex litigation.

             The Rockingham Condemnation Proceedings

With respect to the eminent domain proceedings pursued by the
Town of Rockingham, Vermont against USGen, Mr. Lucian informs the
Court that USGen has conducted extensive negotiations with
Rockingham, in which the parties have achieved an agreement in
principle resolving the litigation.  Moreover, a motion has been
filed pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure for Court approval of the settlement, which has been
adjourned periodically.  USGen hopes that a consensual resolution
can finally be presented to the Court upon completion of the
documentation.  "This matter continues to considerably consume
USGen's resources," Mr. Lucian says.

            Implementation of Reorganization Strategy

Notwithstanding the enormous amount of time and resources
necessarily required from it, Mr. Lucian points out that USGen
has made substantial progress in formulating and implementing a
reorganization strategy by evaluating the possibility of a sale
of substantially all of its assets or, alternatively, emerging
from Chapter 11 as a stand-alone entity.

USGen has been engaged in discussions with possible purchasers of
its assets since late 2003, with the assistance of its investment
bankers, financial advisors and bankruptcy counsel.  After
concluding many of those discussions in early 2004, USGen
identified several entities that appear qualified to acquire the
assets and began to coordinate extensive due diligence with those
entities.  In addition, USGen conducted detailed management
presentations at its headquarters for each of those entities and
orchestrated in-depth site examinations of USGen's generating
facilities.

Based on the success of its efforts, USGen initiated a more
comprehensive marketing process in April 2004 with the assistance
of its investment banker and other estate professionals.  Since
then, USGen has been evaluating sophisticated bid proposals and
engaging in discussions with the bidders to clarify various
aspects of their proposals and obtain due diligence materials
from them.  However, in light of the magnitude and complexity of
its assets and business, as well as the substantial litigation
that has consumed significant resources during recent months,
USGen needs additional time to complete its evaluation and
determine which of its options will reap the greatest reward to
the estate.  During this time, USGen should not be distracted by
the threat of a competing plan.

              Sophisticated Business Operations and
                 Interaction with the Committee

USGen has continued to focus on the fundamental task of operating
its large and complex business.  An enterprise of this magnitude
presents complicated and novel issues requiring thorough analyses
and timely responses from USGen's management, Mr. Lucien says.
In recent months, USGen has:

   * negotiated and implemented a multi-year, multimillion dollar
     contract for environmental upgrades at its Brayton Point
     Facility -- approved by the Court in early 2004;

   * negotiated and obtained Court approval to enter into a
     sophisticated reliability agreement for the funding and
     construction of certain upgrades at its Salem Harbor
     Facility;

   * negotiated and implemented an ash disposal contract for its
     Salem Harbor Facility, which will reduce long-term costs by
     several million dollars;

   * resolved complicated tax disputes with certain
     municipalities;

   * negotiated the assignment of a beneficial coal contract to
     the estate;

   * negotiated resolutions of various disputed unsecured claims;
     and

   * achieved other notable operational successes.

In addition, USGen has been working closely with the Official
Committee of Unsecured Creditors and its financial and legal
advisors on its reorganization efforts.  USGen meets with the
Creditors Committee and its advisors on a regular basis and
communicates with them several times per week to discuss all
aspects of the Chapter 11 case.  USGen's efforts include many
detailed presentations of its operational, financial and tactical
activities, as well as other issues critical to the Creditors
Committee's understanding of USGen and its reorganization
efforts.  The Creditors Committee's advisors are intimately
involved in USGen's confidential negotiations with potential
purchasers and are consulted on all major issues.  Furthermore,
USGen intends to maintain this approach and work with the
Creditors Committee in good faith throughout any extended
Exclusive Periods.

Judge Mannes will convene a hearing on July 22, 2004 to consider
USGen's request.  Pursuant to the Order for Complex Chapter 11
Bankruptcy Case dated July 9, 2003, USGen's Exclusive Filing
Period is automatically extended, without the necessity of a
bridge order, until the conclusion of that hearing.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PRIMEDIA INC: Redeems All Outstanding Series J Preferred Stock
--------------------------------------------------------------
PRIMEDIA Inc. (NYSE:PRM) announced that it has redeemed all of its
outstanding Series J Convertible Exchangeable Preferred Stock,
representing an aggregate of approximately 1,424,306 shares as of
today's redemption date, for approximately $178,038,252 in cash.

                      About PRIMEDIA

PRIMEDIA is the leading targeted media company in the United
States. With 2003 revenues of $1.3 billion, our properties
comprise more than 200 brands that connect buyers and sellers in
more markets than any other media company through our print
publications, Web sites, events, newsletters and video programs in
four market segments:

-- Enthusiast Media includes more than 120 consumer magazines,    
   their Web sites and About.com, and is the #1 special interest
   magazine publisher in the U.S. with well-known brands such as
   Motor Trend, Automobile, Creating Keepsakes, In-Fisherman,
   Power & Motoryacht, Hot Rod, Snowboarder, Stereophile and    
   Surfer.

-- Consumer Guides is the #1 publisher of free consumer guides in
   the U.S. with Apartment Guide, Auto Guide and New Homes Guide
   and the #1 distributor of free consumer publications through
   its proprietary distribution network in more than 16,000
   locations.

-- Business Information is a leading information provider in more
   than 20 business market sectors with 78 magazines, 108
   websites, 23 events, and 53 directories and data products.

-- Education and Training includes Channel One, a proprietary
   network to secondary schools; Films Media Group, a leading
   distributor of educational videos; and Workplace Learning, a
   group of employee training networks.

                     *   *   *

As reported in the Troubled Company Reporter's May 7, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to publishing company PRIMEDIA Inc.'s $275 million,
privately placed, Rule 144A senior notes due 2010.  

In addition, Standard & Poor's affirmed its 'B' corporate credit  
and other outstanding ratings on New York, N.Y.-based PRIMEDIA.  
     
The rating outlook is stable.


PROVIDIAN FINANCIAL: Q2 2004 Conference Call Set for July 26
------------------------------------------------------------
Providian Financial Corporation (NYSE:PVN) announced that it will
hold its second quarter 2004 earnings conference call on Monday
July 26, 2004, at 4:30 p.m., Eastern Time. The earnings release
and accompanying financial information will be released shortly
before the call and, together with the conference call script,
will be available on the Company's web site at
http://www.providian.com/

The call will be broadcast live over the Internet through the
Investor Relations page of Providian's web site at
http://www.providian.com/Those interested in listening to the  
live call should go to the web site at least 10 minutes before the
start of the call to register and download any necessary software.
A replay will be available shortly after the conclusion of the
call and archived on the Company's web site.

           Monthly 8-K Filing on July 15, 2004

Consistent with the Company's disclosure practices, the June 2004
monthly asset quality data for the Providian Gateway Master Trust
will be filed on Form 8-K on July 15, 2004 and the Company will
release its reported and managed asset quality data for the month
of June 2004 with its quarterly release on July 26, 2004.

                  About Providian  

San Francisco-based Providian Financial is a leading provider of  
credit cards to mainstream American customers throughout the U.S.  
By combining experience, analysis, technology and outstanding  
customer service, Providian seeks to build long-lasting  
relationships with its customers by providing products and  
services that meet their evolving financial needs.  

As previously reported, Fitch Ratings upgraded the senior
unsecured rating of Providian Financial Corp. to 'B+' from 'B'.

The Rating Outlook for Providian was revised to Positive from
Stable. Approximately $1.1 billion of debt was affected by this
action.


PROVIDIAN FINANCIAL: Closing San Antonio Site by Year-End
---------------------------------------------------------
Providian Financial Corporation (NYSE:PVN) announced that it is
consolidating its customer service operations and, as a result,
will be closing its San Antonio, Texas site at the end of the
year.

"This was a difficult decision," said Mike Laubsted, executive
vice president of Customer Service for Providian. "But
consolidating our operations to better match the size and needs of
our customer portfolio is necessary from an efficiency
standpoint."

All of the approximately 220 employees affected by Wednesday's
announcement will be given transition packages, including job
placement services. Customer service representatives are also
being offered the opportunity to transfer to Providian's
Arlington, Texas facility. In addition, Providian will sponsor a
job fair with local employers.

                  About Providian  

San Francisco-based Providian Financial is a leading provider of  
credit cards to mainstream American customers throughout the U.S.  
By combining experience, analysis, technology and outstanding  
customer service, Providian seeks to build long-lasting  
relationships with its customers by providing products and  
services that meet their evolving financial needs.  

As previously reported, Fitch Ratings upgraded the senior
unsecured rating of Providian Financial Corp. to 'B+' from 'B'.

The Rating Outlook for Providian was revised to Positive from
Stable. Approximately $1.1 billion of debt was affected by this
action.


QWEST COMMUNICATIONS: Opens Seven Retail Stores in Minnesota
------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced that
it is opening seven company retail stores in the Twin Cities area.

The move is part of a region-wide retail expansion, which brings
the total number of new Qwest locations to 34. The company has
opened stores in Arizona, Colorado, Nebraska, New Mexico, Oregon,
Utah and Washington since April.

Qwest's first-of-its-kind retail concept focuses on a unique
service environment: the Qwest Solution CenterT. This retail
setting makes Qwest the only communications provider to offer
personal, face-to-face assistance for a full spectrum of
communications choices all in one place.

At Qwest Solution Centers, customers can sample and purchase
products and talk to experts about Qwest wireless, high-speed
Internet service, home-phone packages and long-distance service.
Additionally, Qwest centers offer technical assistance and minor
repairs for wireless handsets, answer billing inquiries, assist
with feature changes and have a convenient bill drop location.
Solutions Centers are now open at Rosedale Mall in Roseville,
Northtown Mall in Blaine, Maplewood Mall in Maplewood, Eden
Prairie Center in Eden Prairie and Southdale Center in Edina.
Locations at Ridgedale Center in Minnetonka and Crossroads Center
in St. Cloud will open later this summer.

"More people rely on the conveniences of communication technology
today than ever before," said Jim Vogel, vice president of channel
sales for Qwest. "By offering Qwest services, such as high-speed
Internet and wireless phones, in a hands-on environment, we are
bringing these choices closer to everyone and ensuring that the
services are as easy to purchase as possible."

Making Qwest services available at retail locations is another
example of Qwest's Spirit of Service -- the company's commitment
to deliver excellent service and the best value to customers every
day. In addition, Qwest offers MyAccount services at
http://www.qwest.com/-- which bring customer-friendly service  
tools to the Web -- including click-to-chat assistance and free
online bill payment.

Right now, Qwest customers with qualifying state or national plans
can share their minutes with family or friends by adding an
additional line to their plan for only $19.99 per month. Customers
can add up to four additional phones to one plan and share the
minutes.

                       About Qwest   
  
Qwest Communications International Inc. (NYSE:Q) is a leading   
provider of voice, video and data services to more than 25
million customers. The company's 46,000 employees are committed to
the "Spirit of Service" and providing world-class services that
exceed customers' expectations for quality, value and reliability.
  
At March 31, 2004, Qwest Communications International, Inc.'s  
balance sheet shows a stockholders' deficit of $1,251,000,000  
compared to a deficit of $1,016,000,000 at December 31, 2003.


RECYCLING SOLUTIONS: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Recycling Solutions, Inc.
        1871 Slaughter Road, Suite Q
        Madison, Alabama 35758

Bankruptcy Case No.: 04-83052

Type of Business: The Debtor is a waste systems company with
                  services like recycling waste and improving
                  material handling efficiencies.

Chapter 11 Petition Date: July 2, 2004

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  Heard & Heard, P.C.
                  307 Clinton Avenue West, Suite 200
                  Huntsville, AL 35801
                  Tel: 256 535-0817

Total Assets: $5,064,689

Total Debts:  $1,248,775

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
First Commercial Bank         Line of credit            $244,651

First Commercial Bank         Screen (Keep)             $126,285
                              Secured Value:
                              $120,000

Ryder Rental Transportations  1997 Freightliner          $29,019
Service                       (Surrender)
                              1996 Freightliner
                              (Surrender)
                              Secured Value:
                              $24,000

Ashburn Properties LLC        Royalties                  $25,180

Thompson Caterpillar          parts and repairs          $23,128
                              (services rendered)

Thompson CAT                  Repair and parts           $21,121

Pace Industries               Landfill                   $10,356

W.H. Thomas Oil Company       Fuel                        $8,214

Fees & Burgess PC             Legal fees                  $7,814

American Express #2           Credit card                 $7,651

First Commercial Bank         Balance on account          $7,493
                              (Surrender)

White, Fleming & Company      Accounting service          $6,274

American Express #2           Credit card                 $5,446

Tire Centers LLC-Huntsville                               $5,097

TCI                           Tire repair                 $4,975

G. King Enterprises, Inc.     Trucking                    $3,259

Extec Screens & Crushers                                  $3,000
Southeast

Joe Money Machinery           Parts                       $2,886

First Insurance Funding Corp  WC/property insurance       $2,736

Madison Mobile Storage        Truck repair                $1,644


REMEDIATION FINANCIAL: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Remediation Financial Inc.
        3200 North Central Avenue, Suite 100
        Phoenix, Arizona 85012

Bankruptcy Case No.: 04-11910

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: July 7, 2004

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Alisa C. Lacey, Esq.
                  Stinson Morrison Hecker LLP
                  1850 North Central Avenue #2100
                  Phoenix, AZ 85004
                  Tel: 602-279-1600
                  Fax: 602-240-6925

Estimated Assets: More than $100 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Greenberg Traurig LLP         Trade Debt                $259,822
800 Connecticut Avenue NW
Suite 500
Washington, DC 20006

Seebach & Seebach             Trade Debt                $231,392

Wolf Group, L.A.              Trade Debt                 $86,451

Hewitt & O'Neil               Trade Debt                 $56,343

Short, Crossman & Burgess     Trade Debt                 $54,798
PLLC

Ikon Office Solutions         Trade Debt                 $53,976

Gilchrest & Rutter PC         Trade Debt                 $31,863

Legalink Los Angeles          Trade Debt                 $20,927

Digital Connect               Trade Debt                 $19,942

Old Republic Title Agency     Rent                       $15,421

A & E Court Reporters         Trade Debt                  $8,138

McCutchen, Doyle, Brown &     Trade Debt                  $6,895
Enersen, LLP

Winter Reporting, Inc.        Trade Debt                  $6,368

William E. Hoffman PC         Trade Debt                  $3,000

Staples Credit Plan           Trade Debt                  $2,710

California Deposition         Trade Debt                  $1,854
Reporters

The Superior Group            Trade Debt                  $1,373

CSC                           Trade Debt                  $1,156

Franchise Tax Board           Trade Debt                  $1,112

State of California           Trade Debt                  $1,045
Franchise Tax Board


ROANOKE TECH: Withdraws November 18, 2003 SB 2 Filing with SEC
--------------------------------------------------------------
Roanoke Technology Corp. (OTCBB:RNKE) confirms that the company's
attorney has been instructed to proceed with the withdrawal of the
SB 2 filing made with the SEC on November 18, 2003.

This filing was for the registration of 726,562,962 common shares,
which will now remain available in Treasury, when the SEC's
acceptance of this withdrawal application is obtained. Indirectly,
this withdrawal has the positive effect of reducing the increase
in the public float which would have occurred had the shares been
utilized as originally envisaged.

Roanoke Tech C.E.O., Mr. David Smith added, "Our attorney has
confirmed that the withdrawal filing will be done in the next few
days and confirmation will be announced once acceptance by the SEC
is received."

                     *   *   *

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

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

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

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

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


SAXON ASSET: Fitch Takes Various Rating Actions on 1999-1 Notes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Saxon
Asset Securities Trust issues:

Series 1999-1 group 1

               --Class AF-5 affirmed at 'AAA';
               --Class AF-6 affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 affirmed at 'A';
               --Class BF-1 affirmed at 'BBB';
               --Class BF-2 affirmed at 'BB' and removed from
                 Rating Watch Negative;
               --Class BF-3 remains at 'CCC'.

Series 1999-1 group 2:

               --Class MV-2 upgraded to 'AA' from 'A';
               --Class BV-1 upgraded to 'A' from 'BBB';
               --Class BV-2 affirmed at 'BB';
               --Class BV-3 remains at 'CCC'.
     
The positive rating actions on class MV-2 and class BV-1 of group
2 are being taken as a result of low delinquencies and losses, as
well as increased credit support. The affirmations reflect credit
enhancement consistent with future loss expectations.


SHELTON CANADA: Completes First Tranche Offering
------------------------------------------------
Shelton Canada Corp. (TSX-V:STO) announces that it has completed
the first tranche of an offering of up to 4,750,000 units by the
sale of 2,040,500 Units at $0.30 per Unit pursuant to a short form
offering document dated May 21, 2004 raising gross proceeds of
$612,150. Each Unit consists of one common share and one flow
through common share in the share capital of Shelton.  

First Associates Investments Inc. acted as agent for the Offering
and received a cash commission of $39,615 representing its
proportionate interest in a cash commission of 10% of the gross
proceeds received by Shelton from the sale of the Units and an
option to purchase 292,900 common shares, representing its
proportionate interest in an agent's option to purchase 10% of
the common shares and flow through common shares sold,
exercisable at a price of $0.14 per common share for a period of
24 months from the closing of the Offering expiring July 7, 2006.


Canaccord Capital Corporation acted as a sub-agent for the
Offering and received a cash commission of $21,600 representing
its proportionate interest in a cash commission of 10% of the
gross proceeds received by Shelton from the sale of the Units and
an option to purchase 115,200 common shares, representing its
proportionate interest in an agent's option to purchase 10% of
the common shares and flow through common shares sold,
exercisable at a price of $0.14 per common share for a period of
24 months from the closing of the Offering expiring July 7, 2006.


Shelton intends to use the proceeds from the Offering for
exploration and development of the Corporation's oil and gas
properties and general working capital.
  
At February 29, 2004 Shelton Canada Corp.'s balance sheet shows a
deficit of C$213,830 as compared to a deficit of C$164,697 at
November 30, 2003.


SLS INTERNATIONAL: Taps Kennell SAS as New Italian Distributor
--------------------------------------------------------------
SLS International (OTC Bulletin Board: SITI) announced the
selection of Kennell SAS as its new Italian distributor. Kennell
SAS has over 25 years of service in the professional sound
industry with a distribution that covers the entire national
territory of Italy.

"Our agreement with SLS International allows us to continue to
provide our customers with the best quality speakers in the
industry," said Luciano Biamino, director of programming and
marketing. "Kennell SAS has always been a leader in the
professional audio industry, providing our clients with the
highest level of sound, performance and reliability. Our
partnership with SLS International will be a wonderful advantage
for us in our industry."

The new SLS marketing campaign, designed to increase its worldwide
distribution, is enhanced by the addition of Kennell SAS. SLS'
recent agreement with Quincy Jones and high-profile installations
has enhanced its penetration of foreign markets. The agreement
will allow SLS International to pursue its interests in targeting
international markets and will give it the capability to meet the
needs of foreign distributors.

"We are very excited about our partnership with Kennell SAS," said
John Gott, president of SLS International. "Italy is a highly
attractive market, and we believe the relationship with Kennell
will allow us to quickly penetrate it, as they are one of the
leading professional audio distributors in Italy."

               About SLS International, Inc.

Based in Springfield, Mo., SLS International, Inc. is a 28-year-
old manufacturer and developer of new patent-pending ultra-high
fidelity ribbon driver loudspeakers and sound systems for the
commercial, home entertainment, professional and music markets.
SLS has perfected the ribbon-driver technology enabling their
loudspeakers to achieve exceptional inner detail and accuracy with
20 to 30 percent less the distortion of typical compression driver
and dome tweeters. SLS speakers and systems are used in high
profile venues such as NBC/MSNBC's 2002 Olympics studios in Salt
Lake City -- NBC is a wholly owned subsidiary of General Electric;
MSNBC is jointly owned by GE and Microsoft Corporation -- the
Recording Academy's Grammy Producers SoundTable events, and for
the NAMM winter show, providing sound in the AVID Technology
booth. For more information, visit http://www.slsloudspeakers.com

                     *   *   *

As reported in the Troubled Company Reporter's July 2, 2004
edition, SLS International Inc. has suffered losses from
operations during the three months ended March 31, 2004 and the
years ended December 31, 2003, 2002, and 2001. Its cash position
may be inadequate to pay all of the costs associated with
establishing a market for sales of its loudspeakers. Management
intends to use borrowings and security sales to mitigate the
effects of its cash position, however no assurance can be given
that debt or equity financing, if and when required, will be
available.  
  
On March 31, 2004, the Company's current assets exceeded current  
liabilities by $3,435,620, compared to an excess of current assets  
over current liabilities of $1,945,227, on December 31, 2003.  
Total assets exceeded total liabilities by $3,786,615, compared to  
an excess of total liabilities over total assets of $2,249,489 on  
December 31, 2003. The increased working capital was primarily due  
to the sale of 143,500 shares of Series B Preferred Stock for net  
proceeds of $2,561,250 in the first quarter of 2004. In addition  
to funding operations, the proceeds from such sales of stock  
allowed SLS to increase cash by $1,209,656, increase inventory by  
$258,068, increase net fixed assets by $45,920, and decrease  
accounts payable by $53,483. On March 31, 2004, the Company had a  
backlog of orders of approximately $50,000.
  
However, SLS International has experienced operating losses and  
negative cash flows from operating activities in all recent years.  
The losses have been incurred due to the development time and  
costs in bringing its products through engineering and to the  
marketplace. The report of its accountants contains an explanatory  
paragraph indicating that these factors raise substantial doubt  
about SLS' ability to continue as a going concern.


SPEEDWAY MOTORSPORTS: Closes $100M Senior Notes Private Placement
-----------------------------------------------------------------
Speedway Motorsports, Inc. (NYSE:TRK) announced it closed on the
private placement of $100 million 6 3/4% Senior Subordinated Notes
Due 2013.

The Company used the proceeds of the offering to finance the
acquisition of North Carolina Speedway, which occurred on July 1.

Speedway also announced that, on July 1, the United States
District Court for the Eastern District of Texas approved the
litigation settlement agreement among Speedway's shareholders,
NASCAR, International Speedway Corporation (Nasdaq/NM:ISCA)(OTC
BB:ISCB) and Speedway.

The acquisition of North Carolina Speedway by the Company from ISC
resulted from the settlement of the Ferko/Vaughan Litigation, in
which shareholders of the Company sued NASCAR and ISC.

The Notes have not been registered under the Securities Act of
1933 or any securities laws of any state or other jurisdiction and
may not be offered or sold in the United States or any state or
other jurisdiction absent registration or an applicable exemption
from registration requirements. The issuance of the Notes was
structured to allow secondary market trading under Rule 144A and
Regulation S under the Securities Act of 1933.

Speedway Motorsports is a leading marketer and promoter of
motorsports entertainment in the United States. The Company owns
and operates, in addition to North Carolina Speedway, the
following premier facilities: Atlanta Motor Speedway, Bristol
Motor Speedways, Infineon Raceway, Las Vegas Motor Speedway,
Lowe's Motor Speedway, and Texas Motor Speedway. The Company
provides souvenir merchandising services through its SMI
Properties subsidiary, and manufactures and distributes smaller-
scale, modified racing cars through its 600 Racing subsidiary. The
Company also owns Performance Racing Network which broadcasts
syndicated motorsports programming to over 725 radio stations
nationwide.

                         *   *   *

As reported in the Troubled Company Reporter's July 2, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Speedway Motorsports Inc.'s Rule 144A offering of $100
million 6.75% senior subordinated notes due 2013. The offering is
an addition to the company's 2003 $230 million senior subordinated  
notes issue.

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

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


SPIEGEL GROUP: Enters Into CBA Termination Agreement
----------------------------------------------------
James L. Garrity, Jr., Esq., at Shearman & Sterling, LLP, in New
York, informs the Court that the Spiegel Group Debtors are party
to an existing collective bargaining agreement with Teamsters
Union 743.  At present, only 15 of the Debtors' employees are
members of Teamsters Union 743.  The Union Employees primarily
provide support services to Spiegel Catalog, Inc.

On April 20, 2004, the Debtors publicly announced, and separately
advised Teamsters Union 743, that they were in preliminary
negotiations with a party interested in purchasing the Spiegel
Catalog business.  The Debtors publicly cautioned that there was
no assurance that any purchase transaction with respect to the
Spiegel Catalog business would occur.  The Debtors also publicly
stated that there is uncertainty as to whether a potential buyer
would assume the majority of the current Spiegel Catalog work
force.  Subsequently, the Debtors began to rationalize the
Spiegel Catalog business to minimize the ongoing operating
losses.  These rationalization efforts included the initial
layoff of approximately 145 Spiegel Catalog and Spiegel, Inc.,
employees, which took place over a two-month period beginning
April 20, 2004.  

In light of their rationalization efforts, which will include the
termination of employment for all Union Employees, the Debtors
notified Teamsters Union 743 of the pending dissolution of the
bargaining unit and offered to engage in negotiations regarding:

    (i) the termination of the Collective Bargaining Agreement;
        and

   (ii) providing additional compensation to Union Employees
        adversely effected by the layoffs.

The parties negotiated in good faith with respect to these
matters, and their agreement is set forth in a Collective
Bargaining Agreement Termination and Release.

Mr. Garrity states that the CBA Termination Agreement provides
that the Collective Bargaining Agreement terminates for all
purposes effective July 1, 2004, and that the obligation of
Spiegel and Spiegel Catalog to recognize Teamsters Union 743 also
simultaneously terminates on that date.  Under the CBA
Termination Agreement, Teamsters Union 743 stipulates and agrees
that Spiegel and Spiegel Catalog have fully complied with all of
their legal obligations, including those under the National Labor
Relations Act, the Collective Bargaining Agreement and applicable
law.

In addition to the benefits provided under the Collective
Bargaining Agreement on the termination of employment, each
eligible current Union Employee will receive an additional lump
sum bonus equal to $40 for each year of service, less deductions
required by applicable law and the CBA Termination Agreement.
Furthermore, any Union Employee who is actively enrolled in the
Spiegel or Spiegel Catalog medical and dental plans will receive
an additional six months of medical and dental coverage from the
employment termination date.  The Debtors have advised Teamsters
Union 743 of their intent to materially modify or terminate all
benefit plans for employees and retirees.

Accordingly, the CBA Termination Agreement provides that if the
applicable employee benefit plans are terminated during the six-
month period, each applicable former Union Employee will receive
a lump sum payment equal to the employer's pro-rated cost for the
remainder of the six-month period, and "cost" will be determined
in accordance with the provisions of Section 4890(B) of the
Internal Revenue Code, less any deductions required by applicable
law.  To receive these benefits, a Union Employee will be
required to execute a waiver and release.  The Debtors estimate
that the aggregate cost of these additional benefits provided
pursuant to the CBA Termination Agreement is $45,000.

Hence, the Debtors seek the Court's authority to enter into and
perform under the CBA Termination Agreement.  The Debtors note
that Section 1113 of the Bankruptcy Code is not applicable as they
are not seeking to either assume or reject a collective bargaining
agreement.  Instead, the Debtors have negotiated in good faith
with Teamsters Union 743 and have agreed on the consensual
termination of an existing collective bargaining agreement.

Mr. Garrity notes that given the need to terminate all of the
Union Employees in light of the Spiegel Catalog business sale,
and given the burdens imposed by Section 1113 with respect to the
rejection of a collective bargaining agreement, the CBA
Termination Agreement reflects the valid exercise of the Debtors'
business judgment to consensually terminate the Collective
Bargaining Agreement.  The Debtors contend that the cost of the
additional benefits provided to the Union Employees under the CBA
Termination Agreement are substantially less than the
administrative costs and potential rejection claim that they
would have incurred in connection with an attempt to reject the
Collective Bargaining Agreement pursuant to Section 1113.

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)   


STELCO INC: Will Publish Second Quarter 2004 Results on August 3
----------------------------------------------------------------
The results for second quarter 2004 will be issued by press
release early the afternoon of Tuesday, August 3, 2004.

                   Conference Call And Webcast

Courtney Pratt, President and Chief Executive Officer; Colin
Osborne, Chief Operating Officer and Executive Vice President -
Strategy; Bill Vaughan, Senior Vice President - Finance and Chief
Financial Officer; and Hap Stephen, Chief Restructuring Officer,
will host a conference call and Webcast to review Stelco's
financial results for second quarter 2004.

                 Date:                Tuesday August 3, 2004
                 Time:                3:00 p.m.
                 Local or Overseas:   (416) 405-9328
                 North America:       (800) 387-6216

The conference call and Webcast will be available on Stelco's Web
site at http://www.stelco.ca/Please choose the "Investor  
Information" section and follow the link at the top of the page.
Please log in at least 15 minutes prior to the call.

For those unable to participate in the conference call, a taped
rebroadcast will be available until midnight August 10, 2004. The
numbers for
the rebroadcast are:

                 Local or Overseas:   (416) 695-5800
                 North America:       (800) 408-3053
                 Passcode:            "STELCO" or 783526

As well, the conference call will be archived on Stelco's Web site
at http://www.stelco.ca/To access the replay, choose the  
"Investor Information" section then select "Replay Quarterly
Earnings Call" at the top of the page.

Stelco, which is currently undergoing CCAA restructuring
proceedings, is the largest steel producer in Canada, with both
integrated and minimill production of rolled and manufactured
steel products at multiple production sites. In 2000, Stelco
shipped 4.7 million tons of steel, about one-quarter of Canadian
consumption. The company has a broad product mix with an above-
average amount of value-added. Stelco serves diverse markets but
has high exposure to the auto industry, which represents about 40%
of sales. The company has a competitive cost position in hot
rolled sheet, particularly at its Lake Erie plant, and in bar
products at its two minimills, and an average cost structure in
other product lines produced at Hilton Works. Stelco has invested
more than CDN$800 million since 1997 in its facilities to increase
capacity, reduce costs, and improve operating efficiency and
overall profitability. This is expected to result in higher
operating margins in the future.


ULTRALIFE BATTERIES: Secures New $25 Million Credit Facility
------------------------------------------------------------
Ultralife Batteries, Inc. (NASDAQ: ULBI) reported that it closed
on a new secured credit facility, effective June 30, totaling
$25 million. This new facility is comprised of a five-year
$10 million term loan and a three-year $15 million revolving
credit facility. This agreement replaces the company's $15 million
credit facility that expired on June 30.

On June 30 the company drew down the full $10 million term loan.
The proceeds of the term loan, which is to be repaid in equal
installments over five years, are to be used for the retirement of
outstanding debt and capital expenditures. Availability under the
revolving credit component is subject to various financial ratios
whereas availability under the previous facility was limited by
various asset values. The lenders of the new credit facility are
JP Morgan Chase Bank and Manufacturers and Traders Trust Company,
with JP Morgan Chase Bank acting as the administrative agent.

John Kavazanjian, president and chief executive officer, said, "We
are extremely pleased to form a financial partnership with two
well-respected financial institutions. Our improved financial
performance over the past 18 months has enabled us to obtain a
broader, more flexible credit facility than we had previously,
with a lower cost of borrowing, and based on Ultralife's financial
performance. This new arrangement provides the financial backing
to support our plans for continued growth into the future."

               About Ultralife Batteries, Inc.

Ultralife is a leading developer, manufacturer, and marketer of
standard and customized lithium primary (non-rechargeable),
lithium ion and lithium polymer rechargeable batteries.
Ultralife's high-energy batteries use advanced lithium technology
and are used in military, industrial and consumer portable
electronic products. Through its range of standard products and
ability to customize for a wide range of applications, Ultralife
is able to provide the next generation of battery solutions. OEM,
retail and government customers include Energizer, Kidde Safety,
Philips Medical Systems, Radio Shack and the national defense
agencies of the United States and United Kingdom, among others.

Ultralife's headquarters, principal manufacturing and research
facilities are in Newark, New York, near Rochester. Ultralife (UK)
Ltd., a second manufacturing and research facility, is located in
Abingdon, U.K. Both facilities are ISO-9001 certified.

                        *   *   *

In its Form 10-Q for the quarterly period ended March 27, 2004,
Ultralife Batteries, Inc. reports:

"As of March 27, 2004, cash and cash equivalents totaled
$1,136,000, excluding restricted cash of $51,000. During the three
months ended March 27, 2004, the Company provided $373,000 of cash
in operating activities as compared to using $62,000 for the three
months ended March 29, 2003, mainly due to the increase in net
income offset by an increase in inventory due to higher production
volumes. In the three months ended March 27, 2004, the Company
used $501,000 to purchase plant, property and equipment, a
decrease of $858,000 from the prior year's capital expenditures.
This decrease was mainly attributable to the timing of various
projects. During the three month period ended March 27, 2004, the
Company generated $404,000 in funds from financing activities. The
financing activities included inflows from the issuance of stock,
mainly as stock options were exercised during the period, and
outflows resulting from a reduction in the Company's revolving
loan balance. During the first three months of 2004, the Company
issued 464,125 shares of common stock as a result of exercises of
stock options and warrants. The Company received approximately
$2,759,000 in cash proceeds as a result of these transactions.

"The Company continues to be optimistic about its future prospects
and growth potential. However, the recent rapid growth of the
business has created a near-term need for certain machinery,
equipment and working capital in order to enhance capacity and
build product to meet demand. The recent positive financial
results during 2003 have enhanced the Company's ability to acquire
additional financing. The Company continually explores various
sources of capital, including utilizing its unleveraged assets as
collateral for additional borrowing capacity, issuing new or
refinancing existing debt, and raising equity through private or
public offerings. Although it is evaluating these alternatives,
the Company believes it has the ability over the next 12 months to
finance its operations primarily through internally generated
funds, or through the use of additional financing that currently
is available to the Company.

"The Company typically offers warranties against any defects due
to product malfunction or workmanship for a period up to one year
from the date of purchase. The Company also offers a 10-year
warranty on its 9-volt batteries that are used in ionization-type
smoke detector applications. The Company provides for a reserve
for this potential warranty expense, which is based on an analysis
of historical warranty issues. While the Company believes that its
current warranty reserves are adequate, there is no assurance that
future warranty claims will be consistent with past history. In
the event the Company's experiences a significant increase in
warranty claims, there is no assurance that the Company's reserves
are sufficient. This could have a material adverse effect on the
Company's business, financial condition and results of
operations."


UNITED AIRLINES: Agrees To Settle Tax Disputes With Louisiana
-------------------------------------------------------------
The United Airlines Inc. Debtors want to settle certain tax
disputes with the State of Louisiana Department of Revenue.

Before the Bankruptcy Petition Date, United Air Lines, Inc.,
sought a refund of sales taxes paid to Louisiana under protest by
filing a lawsuit against the Louisiana Department of Revenue.  The
lawsuit is captioned United Airlines, Inc. v. Brett Crawford,
Secretary of the Department of Revenue, State of Louisiana, and
was filed in the 19th Judicial District Court, State of Louisiana,
No. 467,527, Division N.  The lawsuit serves as the Debtors'
petition for a $1,343,676 refund.

The Debtors also filed three lawsuits with the Louisiana Board of
Tax Appeals seeking to recover sales taxes paid on their jet fuel
purchases:

   (1) United Airlines, Inc. v. Ralph Slaughter, Secretary,
       Department of Revenue and Taxation, State of Louisiana,
       BTA Docket No. 4211;

   (2) United Airlines, Inc. v. Ralph Slaughter, Secretary,
       Department of Revenue and Taxation, State of Louisiana,
       BTA Docket No. 4249; and

   (3) United Airlines, Inc. v. State of Louisiana, BTA Docket
       No. 4570.

To resolve these matters and avoid protracted litigation, the
parties agree that the LDR will refund $200,000 of the sales
taxes, which will be remitted to Elkins, plc's trust account.  Of
this amount, $100,000 will be paid to Elkins for professional
services and legal fees, and $100,000 will be paid to the
Debtors.  The Debtors will dismiss all claims connected to the
Litigation.

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


US AIRWAYS: Will File Annual Reports On Benefits Plans Late
-----------------------------------------------------------
US Airways Group, Inc., will file its Annual Reports on Form 11-K
for the year ended December 31, 2003 for these employee benefits
plans late:

   1. The US Airways, Inc. 401(k) Savings Plan for Pilots,
   2. The US Airways, Inc. Employee Savings Plan, and
   3. The US Airways, Inc. 401(k) Savings Plan.

In three Form 12b-25s filed with the Securities and Exchange
Commission on June 28, 2004, Anita P. Beier, Senior Vice
President, Corporate Controller of US Airways Group, explains
that the airline won't be able to file its Annual Report within
the prescribed time period without unreasonable effort or expense
due to unforeseen delays in the collection and review of
information and documents affecting the disclosures in the Annual
Report. (US Airways Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


US UNWIRED: Will Continue to Manage IWO Holdings through 2005
-------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR) announced that it, the board of
directors of IWO Holdings, Inc., and IWO's senior lenders have
reached an agreement under which US Unwired would continue to
manage IWO through 2005. IWO may extend the agreement through
2006.

The pact also addresses US Unwired's compensation for its
management services that has been on a cost-sharing basis to date.
The new agreement allows US Unwired to charge a fixed fee for
operating the company plus additional fees for assisting in IWO's
restructuring. US Unwired also has the opportunity to earn bonuses
for meeting pre-set operating targets or lending managerial
support for a successful restructuring. Either party may terminate
the agreement, but IWO would pay termination fees to exercise its
rights while US Unwired would be obligated to perform pre-defined
transitions services should it exercise its rights.

"We are very pleased, despite that IWO's financial condition will
likely force it to file bankruptcy soon, that the IWO Holdings
board of directors and its senior lenders have recognized the
tremendous progress we have made with the company. We have worked
hard to improve IWO's operations and preserve its cash. Over the
past year, we have grown IWO's subscriber base by 7% while
decreasing its per-user operating costs by 25%. Our efforts can be
summarized by last quarter's financial results, when IWO posted
$6.8 million in EBITDA, $9.3 million more than in the same period
last year," said Robert Piper, US Unwired's President and Chief
Executive Officer.

                  About US Unwired

US Unwired Inc., headquartered in Lake Charles, La., holds direct
or indirect ownership interests in five PCS Affiliates of Sprint:
Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and
Gulf Coast Wireless. Through Louisiana Unwired, Texas Unwired,
Georgia PCS and IWO Holdings, US Unwired is authorized to build,
operate and manage wireless mobility communications network
products and services under the Sprint brand name in 68 markets,
currently serving over 650,000 PCS customers. US Unwired's PCS
territory includes portions of Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, Texas,
Massachusetts, New Hampshire, New York, Pennsylvania, and Vermont.
US Unwired Inc. traded on the OTC Bulletin Board under the symbol
"UNWR". For more information on US Unwired and its products and
services, visit the company's web site at
http://www.usunwired.com/


                     *   *   *

As reported in the Troubled Company Reporter's June 23, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on wireless carrier US Unwired Inc. to 'CCC+' from
'CCC-'. The subordinated debt rating was raised to 'CCC-' from
'C'. These ratings were removed from CreditWatch, where they were
placed with positive implications on June 2, 2004, following the
company's announcement of its refinancing plan and recent
operating improvement, including better customer retention and
cash flow growth. The upgrades are based on financial profile
improvement from 3(a)(9) debt for equity exchanges, together with
the company's recent offerings of $125 million senior secured
first-priority floating rate notes due 2010 and $233.4 million in
senior secured second-priority notes due 2012. The 'CCC+' rating
on the first-priority notes and the 'CCC-' rating on the second-
priority notes were affirmed. The ratings outlook is positive.


USA TELECOM: Changes Name to ZannWell Inc.
------------------------------------------
USA Telcom Internationale (OTCBB:USTC) announced that it has filed
a Certificate of Amendment to its Articles of Incorporation which
will effectuate a change of the Company's name to ZannWell Inc.,
effective June 30, 2004. The Board of Directors and a majority of
the stockholders have approved the Certificate of Amendment.

There is no stock split concurrent with the name change, however
there is a new CUSIP number and a new NASD assigned stock symbol;
ZWLL.

The Company's stock will begin trading under the new symbol as of
July 8, 2004.

                       About Zannwell

ZannWell Inc. is a Business Development Corporation with a primary
focus on medical entities. A ZannWell website will be available in
the near future. Contact information: ir@zannwell.com

                     *   *   *

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

"The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  
However, the Company has had a change in control and has changed
its business plan and it has not generated any revenues. The
future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations from the
development of its new business opportunities. Management plans to
research possible acquisitions of various entities and an officer
of the Company has agreed to loan the Company funds as needed to
sustain business for a period of twelve months.  However, the
Company is dependent upon its ability to secure equity and/or debt
financing and there are no assurances that the Company will be
successful, without sufficient financing it would be unlikely for
the Company to continue as a going concern.

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern.  These financial
statements do not include any adjustments that might arise from
this uncertainty."


WINSTAR: Seven Adversary Proceedings Reassigned to Judge Lindsey
----------------------------------------------------------------
In Winstar Communications, Inc.'s chapter 11 proceedings, Judge
Rosenthal reassigns the adversary proceedings commenced by
Christine C. Shubert, the Chapter 7 Trustee, against seven trade
creditors to the Honorable Paul B. Lindsey, a visiting judge from
the District Court of Oklahoma:

     Defendants                                   Case No.
     ----------                                   --------
     Bravo Technical Resources, Inc.              03-52782
     Carrier Access Corporation                   03-52605
     Dorf Construction Co., Inc.                  03-51963
     Fidelity Engineering Corp.                   03-52026
     Hewlett Packard Company                      03-52072
     Intelicent, Inc.                             03-52712
     Roediger Construction, Inc.                  03-52963

(Winstar Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WORLDCOM INC: Asks Court to Disallow Karin Johnson's $1M+ Claim
---------------------------------------------------------------
The Worldcom Inc. Debtors ask the Court to disallow Karin
Johnson's claim in their cases.

Ms. Johnson was the Debtors' sales person servicing the account
of Velocita Corporation.  Ms. Johnson was removed from the
Velocita Account effective April 21, 2001, and her employment
with the Debtors terminated on June 7, 2001.  

Amy R. Miller, Esq., at Stinson Morrison Hecker, in Kansas City,
Missouri, relates that Ms. Johnson filed a complaint against the
Debtors in the Circuit Court of the State of Oregon for the
County of Multnomah on March 5, 2002, alleging breach of
contract, a statutory wage claim and quantum meruit or unjust
enrichment.  The Action was later removed to the United States
District Court for the District of Oregon on April 5, 2002.  The
Debtors filed a request to dismiss the claims on April 12, 2002.

On June 18, 2002, the Oregon District Court dismissed Ms.
Johnson's quantum meruit or unjust enrichment claim.  As of the
Petition Date, Ms. Johnson had two claims remaining -- a breach
of contract claim and a statutory wage claim.

Ms. Johnson filed Claim No. 11453 against the Debtors, asserting
unpaid compensation for services performed beginning January 1,
2000 relating to the Velocita Account, and attached her State
Court Complaint.  The Claim incorporates the allegations of the
Complaint.

In the Complaint and in the Claim, Ms. Johnson asserts that she
is owed all the commissions she would have earned on the Velocita
Account had her employment with the Debtors continued past the
Removal Date of the Complaint and her Employment Termination
Date.  Ms. Johnson says that she is owed $1,444,110 in
commissions.

The terms and conditions of Ms. Johnson's commissions with the
Debtors were contained in the 2001 Emerging Markets Account
Manager II Compensation Plan and the 2001 Emerging Markets
Account Manager Compensation Plan Policy Document, both effective
February 1, 2001.

According to Ms. Miller, the Debtors began billing the Velocita
Account on May 22, 2000.  Subsequently, Velocita stopped paying
its invoiced charges.  After defaulting in the payment of amounts
owing to the Debtors, Velocita filed its own Chapter 11
bankruptcy petition on May 30, 2002, in the United States
Bankruptcy Court for the District of New Jersey.  In the Velocita
case, the Debtors filed a claim for $951,889 for unpaid
prepetition services.  The Debtors continued to provide services
to Velocita after May 30, 2002.

Velocita ultimately sold its assets to AT&T pursuant to Section
363 of the Bankruptcy Code.  After the AT&T sale, the Debtors
were left with a $1,452,459 additional postpetition claim.  The
amounts still remain unpaid.

Pursuant to the Debtors' Compensation Plan Policy, "[n]o
commissions or bonuses will be paid on revenue billed from
accounts more than 90 days past due."  Moreover, "[c]ommissions
and bonuses are not earned for sales where the customer does not
pay the invoiced charges. . . ."

Ms. Miller tells the Court that the invoice charges for the
Velocita Account are at least 365 days past due.  The Debtors
have no reason to believe that they will ever receive any
distribution on account of the Velocita Claim in the Velocita
Case.

Thus, Ms. Miller argues, Ms. Johnson would not be entitled to any
commissions because the account was more than 90 days past due.  
Furthermore, if Ms. Johnson had remained assigned to the Velocita
Account in 2001, and earned commissions after the Removal Date
and the Termination Date, she would not be entitled to retain any
commissions or bonuses on the account because Velocita did not
pay the invoiced charges.

Pursuant to the Policy, any commissions that had been paid on the
account could be charged back by the Debtors because the revenue
was not collected.  Because Velocita did not pay any of the
invoiced charges, Ms. Johnson is not eligible to receive any
commissions on the account, or to retain any that had been paid.  
Consequently, the Debtors' records do not indicate that Ms.
Johnson is entitled to any commissions with respect to the
Velocita account.

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: Zonolite Claimants Provide Status Report
----------------------------------------------------
According to William D. Sullivan, Esq., at Elzufon Austin Reardon
Tarlov & Mondell, PA, in Wilmington, Delaware, the major issue
involving the Zonolite Attic Insulation Claimants that needs to be
resolved by discussion or decision is how the ZAI claims can be
addressed in a way that facilitates W.R. Grace & Co.'s
reorganization.  While there are scientific disputes about the
precise amount of asbestos in a typical bag of ZAI, the precise
amount of asbestos released from different disturbances of ZAI,
the amount of ZAI that must be removed to accomplish home
improvements safely, and so on, these issues are all subsidiary to
the major unresolved issues -- the inevitability of ZAI abatement
costs for millions of homes and the need to address these costs in
the Debtors' bankruptcy cases.

Mr. Sullivan relates that the differences between the ZAI
Claimants and the Grace Debtors on the major issues are
relatively small and primarily concern the timing of ZAI removal.  
While some favor the removal of ZAI before it is disturbed,
"virtually everyone" agrees that ZAI must be removed with special
precautions and expense before remodeling or other significant
disturbance.  Thus, the question becomes how to provide
appropriate abatement assistance to ZAI homeowners, many of whom
will not confront a necessity to remove ZAI for years, while
providing Grace the certainty of a dollar figure that can be
incorporated into a reorganization plan.

The ZAI Claimants believe that the pragmatic solution is to
structure a ZAI claims resolution facility through the vehicle of
the pending certified ZAI class action and the proposed national
class action that was awaiting certification when Grace filed for
bankruptcy protection.  Even using a conservative estimate of
1,000,000 homes with ZAI, and a $3,000 to $5,000 per home cost to
remove ZAI by vacuum truck, the total cost of that effort would
be $3 billion to $5 billion.  Under virtually any scenario, the
value of the ZAI claims alone exceeds the value of the estate.  
The ZAI Claimants understand that the Debtors' bankruptcy will
require them to "accept a significant discount on their claims."

As the ZAI Claimants obtain additional information on removal
costs and methods, they will pass this information on to Grace.  
If Grace discovers additional information concerning its sales
patterns and distribution, the ZAI Claimants expect that Grace
would share that, as it has in the past.  The ZAI Claimants
believe that, while a negotiated resolution with Grace is
possible, Grace's inability to date to deal with the asbestos
personal injury claims has been an impediment to reorganization.  
Mr. Sullivan understands that Grace attributes this to
intransigence by the PI Committee, but the ZAI Claimants have not
been privy to those discussions.  However, if the Court can
fashion a plan that will eliminate the impasse over the
unimpaired personal injury disputes, the ZAI Claimants believe
that good faith on both sides can lead to a resolution of the ZAI
claims. (W.R. Grace Bankruptcy News, Issue No. 65; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* Davis Wright Tremaine Adds Corporate Diversity Counseling Team
----------------------------------------------------------------
Davis Wright Tremaine LLP (DWT), a national law firm with more
than 400 lawyers, announced that its Washington, DC office has
added one of the premier diversity counseling practices in the
country to its Employment-related Services group.

Weldon H. Latham, John M. Bryson II and Michael R. Hatcher, three
partners formerly with Holland & Knight LLP, have joined DWT
effective immediately. The addition makes DWT one of only a few
law firms in the country with a dedicated comprehensive corporate
diversity counseling practice.

"We are very pleased to have this opportunity," Latham said. "Our
group is dedicated to helping major national and international
employers achieve real and effective diversity within their
companies. DWT's Employment-related Services group shares our
commitment and vision. We look forward to building on the firm's
existing strengths to offer our clients an even more complete
service."

"We are very excited to have Weldon, John and Michael -- the
Corporate Diversity Counseling Group -- on board, their special
expertise will greatly enhance the services that DWT can provide
to its clients" said Mary E. Drobka, chair of DWT's employment law
practice.

"The group's experience counseling some of the country's best
known corporations on diversity issues has made them an
acknowledged leader in this field," said Richard D. Ellingsen,
DWT's firm-wide Managing Partner. "Opportunities to add three
extraordinarily talented attorneys who add instant value are rare
and we didn't hesitate to recruit them when given the chance. We
have always had an impressive group of attorneys in our
Employment-related Services practice, and we are even stronger
today."

Latham's group is considered one of the premier providers of
diversity counseling services in the country, often assisting the
nation's largest companies on compliance issues, diversity, and
high-profile litigation matters. Their clients have included
General Motors, Boeing, and Eastman Kodak. The group was
instrumental in engineering Texaco's discrimination settlement in
1997; and Coca-Cola's settlement with its African-American
employees in 2002 and more importantly, assisting each client's
executive management to substantially enhance the company's
diversity programs, performance and profile.

Latham is a nationally recognized leader in corporate diversity
counseling, having represented a wide range of clients, including
several additional Fortune 500 companies. He has assisted
corporations in developing "best practice" diversity initiatives,
and comprehensive diversity action plans addressing a range of
issues from executive management and workforce diversity to
minority business procurement/supplier diversity programs as well
as community outreach programs.

Latham regularly writes and speaks to corporate executives and
business and trade associations on diversity initiatives,
preventative measures, avoiding a diversity crisis, and related
subjects. He currently serves as the chair of Deloitte & Touche's
Diversity Advisory Board; an adjunct professor at Georgetown
University Law Center, teaching a seminar on corporate diversity
counseling; a columnist for both Profiles in Diversity Journal and
the Minority Business Entrepreneur magazine and serves on the
boards of the Joint Center for Political and Economic Studies,
Washington Metropolitan Airports Authority and the Congressional
Black Caucus Corporate Advisory Board.

Bryson is nationally known for representing large companies in
complex civil litigation and alternative dispute resolutions, and
counseling executives on corporate compliance matters, conducting
internal investigations, and advising clients on corporate
policies, practices and management decision-making processes and
programs.

Hatcher's practice includes counseling and crisis management
services for corporate clients seeking to enhance their corporate
diversity performance. This representation includes reviewing
existing policies and procedures, and recommending enhancements to
the structure and management of diversity programs.

With the addition of the three attorneys, DWT now has 23 attorneys
in its Washington, DC office. The firm represents a number of
national clients, including Microsoft Corporation, Starbucks
Coffee Company, Calpine Corporation, and Bank of America.

               About Davis Wright Tremaine LLP

DWT is a full service business and litigation law firm with more
than 400 attorneys in its nine offices located in Anchorage;
Bellevue, Wash.; Seattle; Portland, Ore.; Los Angeles; San
Francisco; New York; Washington D.C.; and Shanghai, China.


* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States
-----------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price:  $34.95

Own your personal copy at
http://www.amazon.com/exec/obidos/ASIN1587981505/internetbankrupt

Review by Gail Owens Hoelscher

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables of
data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s. Whereas
in 1958 European and Japanese firms held 25 percent of the assets
of the world's top industrial firms, by 1978 that figure had
soared to more than 65 percent. In 1970, U.S. investment abroad
stood at $78 billion, in contrast to only $13 billion in foreign
investment in the U.S. In 1978, however, only eight years later,
foreign investment in the U.S. had skyrocketed to nearly $41
billion, about half of it in acquisition of U.S. firms. Foreign
acquisitions of U.S. companies grew from 20 in 1970 to 188 in
1978. The tables had turned and Americans were worried.
Acquisitions in the banking and insurance sectors were increasing
sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S, much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plan, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets; relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location
in the U.S. and methods for penetrating the U.S. market. He notes
the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive. He determined that the affect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. He found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. And, it didn't
take all that long for him to be proven right. Japan, Inc. is gone
and direct foreign investment never really made a significant
impact on the huge U.S. economy.  Khoury's research broke new
ground and provided input for economic policy at the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.

                           *********

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 ***