TCR_Public/040713.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 13, 2004, Vol. 8, No. 143

                           Headlines

ACCLAIM ENTERTAINMENT: Auditors Express Going Concern Doubt
ADELPHIA COMMS: Court Modifies Automatic Stay On Devon Claims
ADVANCED MEDICAL: Receives $70M Tender Offer for 9-1/4% Sr. Notes
AIR CANADA: Canadian Auto Workers Ratify Labour Agreements
AIRGATE PCS: Appoints Roy Hadley, Jr., as VP and General Counsel

ALLEGHENY ENERGY: Names James Kauffman Vice President and CIO
ALLIED PRINTING: Case Summary & 23 Largest Unsecured Creditors
AMCAST INDUSTRIAL: Inks Pact to Sell Flow Control Division Assets
AMERICAN TUBE & STEEL: Voluntary Chapter 11 Case Summary
ANALYTICAL SURVEYS: Cures Senior Secured Debt Default

APPLIED SOIL MECHANICS: Case Summary & 20 Unsecured Creditors
ARBOR TREE SURGERY: Case Summary & 20 Largest Unsecured Creditors
ASSET SECURITIZATION: S&P Raises Class A-4 Ratings To BB
CALHOUN CBO: Fitch Maintains Senior Fixed Notes Ratings At C
CANADA PAYPHONE: Intends to Make Proposal to Creditors Under BIA

CANDESCENT TECH: Hires Pachulski Stang as Bankruptcy Attorneys
CANDESCENT TECH: US Trustee Names 6-Member Creditors' Committee
CATHOLIC CHURCH: Hires Schwabe Williamson Litigation Counsel
CIRTRAN CORP: Opens Asia Headquarters for Cirtran-Asia Division
COEUR D'ALENE: Wheaton Does Not Intend to Negotiate with Coeur

CONTINENTAL DIVIDE: Case Summary & 20 Largest Unsecured Creditors
CORAM HEALTHCARE: FFF Enterprises Offers $225 Million in Cash
CREDIT SUISSE: Fitch Assigns Low Ratings to 6 Classes
CROSSGEN ENTERTAIMENT: Sec. 341(a) Meeting Slated for Tomorrow
DII: Halliburton Names Cedric Burgher Vice President and Treasurer

EL PASO: Subsidiary Receives Waiver of Indenture Default
ENRON: EESI Seeks Court OK to Liquidate Komag Inc. Common Stock
FLEMING COS: General Mills Wants $980K Plus Expenses Reimbursed
FOOTSTAR: Enters Agreement to Sell Mira Loma Distribution Center
FOSTER WHEELER: Extends Common Shares Tender Offer to July 30

FRESH CHOICE: Plans to File Voluntary Petition Under Chapter 11
GLOBALNET INTERNATIONAL: Has Until August 14 to File Schedules
GULFMARK OFFSHORE: S&P Assigns Proposed $155M Note Rating at BB-
HARTCOURT COMPANIES: Auditors Raise Going Concern Doubt
HUDSON STRAITS: S&P Rates Class E Deferrable Notes at BB

HUMANA TRANS: Net Losses Trigger Going Concern Doubt
INDEPENDENCE COURT: US Trustee to Meet with Creditors on Aug. 3
INTERPOOL INC: Fitch Assigns CCC+ Ratings To Preferred Stock
KIWA BIO: Inks Letter of Intent With Reforestation Technologies
LAIDLAW: IRS Wants Court to Allow $8 Million Claim

LANTIS EYEWEAR: Wants to Employ RAS as Management Consultant
LOEWS CINEPLEX: S&P Assigns Corporate Credit Rating At B
MARINER HEALTH: Inks $1 Bil. Merger Pact with National Senior Care
MEDIA GROUP INC: Case Summary & 25 Largest Unsecured Creditors
METROMEDIA INT'L: Inks Pact to Sell Radio Unit to Communicorp

MORGAN RV INC: Case Summary & 20 Largest Unsecured Creditors
NATIONAL SCHOLARSHIP: Case Summary & Largest Unsecured Creditors
NEWAVE INC: Reports $740,000 of Gross Revenues in June 2004
NEW CENTURY: Capital Deficit Triggers Going Concern Doubt
NEWMARKET TECH: Nevada Secretary of State Accepts Name Change

NRG ENERGY: Completes Sale of McClain Generating Station to OGE
NRG ENERGY: Nelson Debtors Resolve CSFB and PCL Industrial Claims
OMNI FACILITY: Wants to Retain Candlewood as Investment Bankers
OWENS CORNING: Senator Suggests Creation of $141B Asbestos Trust
PACIFIC GAS: Parties Amend Board of Equalization Stipulation Terms

PARADIGM MEDICAL: Takes Steps to Reduce Costs and Expenses
PARK CITY: Anticipates Positive Results in Preliminary Q4 Review
PARMALAT: Pennsylvania Milk Board Gets $3.5 Million Cash Bond
PEGASUS: Applies to Employ Drinker Biddle as Corporate Counsel
PENTON MEDIA: Inks Separation Agreements with Former CEO & COO

PILLOWTEX CORP: Kohl's Wants Court to Dismiss Complaint
PLYMOUTH COMMONS REALTY: Voluntary Chapter 11 Case Summary
POLO BUILDERS: Look for Schedules & Statements by July 29
PORTLAND HOUSING: S&P Lowers Series 1997A Bonds Rating To BB+
RELIANCE GROUP: PBGC Says RFS' Disclosure Statement is Inadequate

RESIDENTIAL ACCREDIT: Fitch Affirm Classes B-1 & B-2 Low-B Ratings
REVLON INC: Strengthens Balance Sheet With New $960M Bank Facility
ROANOKE TECH: Can Now Issue 100 Million Class A Common Shares
SABRELINER CORP: S&P Downgrades Corporate Credit Ratings To B-
SIGHT RESOURCE: First Creditors Meeting Slated for July 30

SOLUTIA: Amends $500 Million DIP Financing Facility One More Time
SPIEGEL INC: Court Authorizes Spiegel Catalog Assets Sale
UAL CORP: Wants Court to Nix 7 Claims Totaling $700 Million
STRUCTURED ASSET: Fitch Takes Various Rating Actions
UNIFLEX: U.S. Trustee Schedules Sec. 341(a) Meeting on August 4

UNIFLEX: Wants Donlin Recano as Claims, Notice & Ballot Agent
WASHINGTON MUTUAL: Fitch Affirms Low-B Ratings of 6 Classes
WASTECORP.: Delays Filing of Financial Statements
WEIRTON STEEL: Fair Harbor Offers 42% for Administrative Claims
WILSONS LEATHER: Repurchases & Cancels $22M of 11-1/4% Sr. Notes

WMF PROPERTIES: Case Summary & 3 Largest Unsecured Creditors

* Large Companies with Insolvent Balance Sheets

                           *********


ACCLAIM ENTERTAINMENT: Auditors Express Going Concern Doubt
-----------------------------------------------------------
In compliance with NASDAQ Marketplace rule 4350 (b) Acclaim
Entertainment, Inc.'s (Nasdaq: AKLM) independent auditors, KPMG,
LLP, have included in their independent auditor's report dated
June 29, 2004 an explanatory paragraph relating to substantial
doubt as to Acclaim's ability to continue as a going concern, due
to working capital and stockholders' deficits as of March 31, 2004
and the recurring use of cash in operating activities. The
auditor's report is contained within the Company's annual report
on Form 10-K filed with the Securities and Exchange Commission on
July 1, 2004. This explanatory paragraph is not a new
qualification, as KPMG's independent auditor reports have included
a going concern qualification relating to the Company's financial
statements, for each of the Company's past four fiscal years
ending August 31, 2001 and 2002 and March 31, 2003 and 2004.

                    About Acclaim Entertainment

Based in Glen Cove, N.Y., Acclaim Entertainment, Inc., is a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems. Acclaim owns and operates five studios located in the
United States and the United Kingdom, and publishes and
distributes its software through its subsidiaries in North
America, the United Kingdom, Australia, Germany, France and Spain.
The Company uses regional distributors worldwide. Acclaim also
distributes entertainment software for other publishers worldwide,
publishes software gaming strategy guides and issues "special
edition" comic magazines periodically. Acclaim's corporate
headquarters are in Glen Cove, New York and Acclaim's common stock
is publicly traded on NASDAQ.SC under the symbol AKLM. For more
information please visit our website at http://www.acclaim.com/

At March 31, 2004, Acclaim Entertainment's balance sheet reflects  
a stockholders' deficit of $97,983,000 compared to a deficit of  
$55,088,000 at March 31, 2003.


ADELPHIA COMMS: Court Modifies Automatic Stay On Devon Claims
-------------------------------------------------------------
On January 16, 2003, certain of the Adelphia Communications
Debtors timely filed four unsecured claims in against Devon Mobile
Communications, L.P.:

   (1) a claim for not less than $96,323,824 for loans, service
       fees and coordination of purchases fees;

   (2) a claim for not less than $34,798,814 for certain
       guarantee obligations under the Services Agreement, as
       amended, between Devon and General Dynamics Government
       Systems Corporation;

   (3) a claim for not less than $1,260,127 for telephone
       services rendered by ACC Telecommunications of Virginia,
       LLC, an ACOM affiliate; and

   (4) a claim for not less than $441,691 for telephone services
       performed by ACC Virginia.

On October 21, 2003, certain of the ACOM Debtors filed an  
administrative proof of claim against the Devon Debtors for not  
less than $89,866 arising from certain lease expenses for  
vehicles leased specifically for Devon's use.

On January 8, 2004, the Devon Liquidating Trustee filed a proof  
claim in each of the ACOM Debtors' Chapter 11 cases.

The Devon Claims supersede all of the claims previously filed by  
Devon and each previously filed claims will be deemed withdrawn.

A description of the Amended Devon Claims is available at:

        http://bankrupt.com/misc/RiderToDevonClaims.pdf

The Devon Trustee asked the ACOM Debtors for permission to take  
steps necessary to liquidate the Devon Claims in the New York  
Bankruptcy Court, including the filing and prosecution of a  
complaint, and to litigate objection to the ACOM claims in the  
Delaware Bankruptcy Court.

Accordingly, in a stipulation approved by Judge Gerber, the ACOM  
Debtors and the Devon Trustee agree that:

   (1) The automatic stay in force in the ACOM Debtors' Chapter
       11 cases is modified:

       (a) The Devon Trustee will be permitted to file and to  
           prosecute the complaint as an adversary proceeding in  
           the New York Bankruptcy Court, and the Devon Trustee  
           waives his right under Rule 1014 of the Federal Rules  
           of Bankruptcy Procedure to move to transfer the venue  
           of any litigation on the Complaint, except that Devon  
           may seek to amend the Complaint as permitted by  
           applicable law;

       (b) The Devon Trustee will be permitted to prosecute the
           Complaint to judgment for the sole purpose of
           liquidating the Devon Claims, including those set
           forth in the Complaint; and

       (c) The Devon Trustee will be permitted to file and
           prosecute objections to the ACOM Claims in the
           Delaware Bankruptcy Court and the ACOM Debtors waive
           their rights under Bankruptcy Rule 1014 to move to  
           transfer venue of any litigation involving the ACOM  
           Claims and the Devon Objections to any Court other  
           than the Delaware Bankruptcy Court; and

   (2) In the event the Devon Trustee obtains a judgment in its  
       favor on the Complaint or ACOM obtains an allowed claim on  
       account of the ACOM claims, any judgment or allowed claims  
       will be subject to any rights of set-off and recoupment by  
       the parties, to the extent permitted under applicable law.

(Adelphia Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADVANCED MEDICAL: Receives $70M Tender Offer for 9-1/4% Sr. Notes
-----------------------------------------------------------------
Advanced Medical Optics, Inc. (AMO) (NYSE:AVO), announced the
final results of its offer to purchase for cash any and all of the
$70,000,000 aggregate outstanding principal amount of its 9-1/4
percent Senior Subordinated Notes due 2010 (CUSIP number
00763MAC2) and solicitation of consents to certain proposed
amendments to the indenture related to the Notes. The Offer
commenced on June 9, 2004, and expired at midnight, Eastern
Daylight Time, on July 8, 2004. The Consent Solicitation expired
at 5:00 p.m., Eastern Daylight Time, on June 21, 2004, and the
supplemental indenture effecting the proposed amendments became
operative on June 23, 2004.

Based on a final count by The Bank of New York, the depositary for
the Offer, a total of $70,000,000 aggregate principal amount at
maturity of Notes was validly tendered by holders of the Notes as
of the Expiration Date. Of the $70,000,000 principal amount of
Notes tendered, $69,998,000 aggregate principal amount of Notes
was tendered on or prior to the Consent Date and $2,000 aggregate
principal amount of Notes was tendered after the Consent Date, but
on or prior to the Expiration Date.

Subject to the conditions of the Offer, AMO expects to accept for
payment and pay for all Notes that were validly tendered and not
validly withdrawn after the Consent Date, but on or prior to the
Expiration Date, on or promptly following the first business day
after the Expiration Date. All Notes tendered on or prior to the
Consent Date were accepted for purchase and paid for by AMO on
June 23, 2004.

Lehman Brothers Inc. acted as exclusive dealer manager and Mellon
Investor Services LLC acted as information agent in connection
with the Offer.

                 About Advanced Medical Optics   
  
Advanced Medical Optics, Inc. is a global leader in the   
development, manufacturing and marketing of ophthalmic surgical   
and eye care products. The company focuses on developing a broad   
suite of innovative technologies and devices to address a wide   
range of eye disorders. Products in the ophthalmic surgical line   
include foldable intraocular lenses, phacoemulsification systems,   
viscoelastics and related products used in cataract surgery, and   
microkeratomes used in LASIK procedures for refractive error   
correction. AMO owns or has the rights to such ophthalmic
surgical product brands as PhacoFlex, Clariflex, Array and Sensar
foldable intraocular lenses, the Sovereign phacoemulsification
system with WhiteStar(TM) technology and the Amadeus(TM)
microkeratome. Products in the contact lens care line include
disinfecting solutions, daily cleaners, enzymatic cleaners and
lens rewetting drops. Among the contact lens care product brands
the company possesses are COMPLETE, COMPLETE Blink-N-Clean,
COMPLETE Moisture PLUS(TM), ConseptF, Consept 1 Step, Oxysept 1
Step, Ultracare, Ultrazyme, Total Care and blink(TM) branded
products. Amadeus is a licensed product of, and a trademark of,
SIS, Ltd.   
  
Advanced Medical Optics, Inc. is based in Santa Ana, California,  
and employs approximately 2,300 worldwide. The Company has direct  
operations in about 20 countries and markets products in  
approximately 60 countries. For more information, visit the  
Company's web site at http://www.amo-inc.com/   
  
                       *   *   *  
  
As reported in the Troubled Company Reporter's June 18, 2004   
edition, Standard & Poor's Ratings Services affirmed its 'BB-'   
corporate credit and bank loan ratings and its 'B' subordinated   
debt rating on vision care company Advanced Medical Optics Inc.   
  
At the same time, Standard & Poor's assigned its 'B' subordinated   
debt rating to the company's proposed $275 million senior   
subordinated convertible notes due in 2024.   
  
The outlook is stable.


AIR CANADA: Canadian Auto Workers Ratify Labour Agreements
----------------------------------------------------------
Air Canada announced that the ratification of the mainline
carrier's labour agreements was successfully completed Friday with
the confirmation from the Canadian Auto Workers (CAW) Airline
Division that the airline's customer sales and service agents and
crew schedulers at Air Canada have ratified their agreement. The
mainline carrier has now achieved its share of the labour cost
realignment target required to satisfy the conditions in the
Deutsche Bank Standby Agreement and the GE Capital Aviation
Services Global Restructuring Agreement.

Over the past six weeks, agreements were ratified with the Air
Canada Pilots Association representing mainline pilots, Canadian
Airline Dispatchers Association (CALDA) representing flight
dispatchers, Canadian Union of Public Employees (CUPE)
representing flight attendants, and the International Association
of Machinists and Aeropace Workers representing technical
operations, airport ground service, finance, cargo and clerical
personnel. Agreements were also ratified with three unions
representing Air Canada Jazz
employees - the Airline Pilots Association, CALDA and the CAW
Airline Division.

Teamsters Canada, representing Air Canada Jazz flight attendants
were unable to ratify their agreement in the timeline given.
Following attendance in Court today, Teamsters Canada have
extended the time for completion of the ratification vote until
July 15, 2004 in order to provide adequate time for all members to
vote. A report will be submitted to the Court on July 16, 2004.

"The ratification of our labour agreements sends a strong message
to the other stakeholders that the people of Air Canada are
willing to do what it takes to ensure a strong, viable airline
going forward," said Robert Milton, President and Chief Executive
Officer. "I salute the people of Air Canada and Air Canada Jazz
and thank them for taking this necessary step. I remain confident
that Teamsters Canada and the Air Canada Jazz flight attendants
they represent will work towards a successful outcome to ensure
the future of Air Canada Jazz and its employees."

The Court set August 17, 2004 as the date for the Creditors
Meeting to vote on the Restructuring Plan. Air Canada is
proceeding with all planned activity to meet the September 30,
2004 target for emergence from CCAA.

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.


AIRGATE PCS: Appoints Roy Hadley, Jr., as VP and General Counsel
----------------------------------------------------------------
Roy E. Hadley, Jr., has joined AirGate PCS, Inc. (Nasdaq: PCSA), a
PCS Affiliate of Sprint, as Vice President, General Counsel and
Secretary.

"We are very pleased to have someone of Roy Hadley's caliber join
the AirGate management team," commented Thomas M. Dougherty,
president and chief executive officer of AirGate PCS. "His
extensive corporate legal experience and background in various
communications industries will be a tremendous asset to AirGate,
and we have every confidence that he will make a direct and
significant contribution to the next stage of the Company's
growth."

Prior to joining AirGate, Mr. Hadley served as Chief Privacy
Officer and Vice President, Legal Department for WorldTravel BTI.
He held this position since July 2001 with responsibility for all
legal matters for both headquarters and divisional operations as
well as direct oversight for all privacy and data security
matters, risk management, business acquisitions and divestitures,
and primary support for the headquarters and divisional human
resources departments.  He also served on the audit committee and
was responsible for the development and implementation of the
Sarbanes-Oxley compliance program and strategic plan.

Mr. Hadley previously served as Senior Counsel for Turner
Entertainment Group; AOL Time Warner from 1999-2001, and Associate
Commercial Counsel, MCI WorldCom, Inc. from 1995-1998. He also
served as an associate in the law firm of Long, Aldridge & Norman
in Atlanta in the general corporate and securities law practice
group.

Mr. Hadley received both an undergraduate degree and a law degree
from the University of Georgia.

                      About the Company

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to  
sell wireless mobility communications network products and  
services under the Sprint brand in territories within three states  
located in the Southeastern United States. The territories include  
over 7.4 million residents in key markets such as Charleston,  
Columbia, and Greenville-Spartanburg, South Carolina; Augusta and  
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks  
of North Carolina.  

At March 31, 2004, Airgate PCS, Inc.'s balance sheet shows a  
stockholders' deficit of $91.5 million compared to a $377 million  
deficit reported at September 30, 2003.


ALLEGHENY ENERGY: Names James Kauffman Vice President and CIO
-------------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) named James B. Kauffman to the
newly created position of Vice President and Chief Information
Officer for the company.  He will report to Jeffrey Serkes, Senior
Vice President and Chief Financial Officer.

"The innovative and effective use of technology is a key enabler
to the development of a high performance organization at Allegheny
Energy," said Mr. Serkes. "Jim will be responsible for delivering
technology solutions that help position Allegheny as a top-tier
energy company."

Previously, Mr. Kauffman was Director of Information Services for
Allegheny. He has a broad background in business process design
across Allegheny's bulk power and retail delivery organizations.
He received a Bachelor's degree in Civil Engineering and a
Master's degree in Industrial Engineering from the University of
Pittsburgh. He is also a registered Professional Engineer in
Pennsylvania, West Virginia, Ohio, Virginia and Maryland.

Headquartered in Greensburg, Pa., Allegheny Energy is an   
integrated energy company with a portfolio of businesses,   
including Allegheny Energy Supply, which owns and operates   
electric generating facilities, and Allegheny Power, which   
delivers low-cost, reliable electric and natural gas service to   
about four million people in Pennsylvania, West Virginia,   
Maryland, Virginia and Ohio. More information about Allegheny   
Energy is available at http://www.alleghenyenergy.com/   
   
                            *   *   *   
   
As reported in the Troubled Company Reporter's March 18, 2004   
edition, Fitch Ratings affirmed and removed from Rating Watch   
Negative the ratings of Allegheny Energy, Inc. and the utility   
subsidiaries:   
   
     Allegheny Energy, Inc.   
   
        -- Senior unsecured debt 'BB-';   
        -- 11-7/8% notes due 2008 'B+'.   
   
     Allegheny Capital Trust I   
   
        -- Trust preferred stock 'B+'.   
   
     West Penn Power Company   
   
        -- Medium-term notes and senior unsecured 'BBB-'.   
   
     Potomac Edison Company   
   
        -- First mortgage bonds 'BBB';   
        -- Senior unsecured notes 'BBB-'.   
   
     Monongahela Power Company   
   
        -- First mortgage bonds 'BBB';   
        -- Medium-term notes 'BBB-';   
        -- Pollution control revenue bonds (unsecured) 'BBB-';   
        -- Preferred stock 'BB+'.   
   
The Rating Outlook is Stable.   
   
The 'BB-' rating of Allegheny Energy, Inc.'s former bank credit   
facility maturing in January 2005 is withdrawn as that bank
credit facility has been terminated and replaced.


ALLIED PRINTING: Case Summary & 23 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Allied Printing, Inc.
             aka Allied Graphics
             7403 Philips Highway
             Jacksonville, Florida 32256

Bankruptcy Case No.: 04-06812

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Phillips, Muller, Thomas, Incorporated     04-06811

Type of Business: The Debtor is a commercial, financial and
                  publication printer specializing in high
                  quality color lithography.
                  See http://www.alliedgraphics.net/

Chapter 11 Petition Date: July 2, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtors' Counsel: Earl M. Barker, Jr., Esq.
                  Slott & Barker
                  334 East Duval Street
                  Jacksonville, FL 32202
                  Tel: 904-353-0033

                                 Total Assets    Total Debts
                                 ------------    -----------
Allied Printing, Inc.              $3,373,230     $6,099,485
Phillips, Muller, Thomas, Inc.     $1,358,400     $1,330,454

A. Allied Printing, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
FL Dept. of Revenue           Sales Tax                 $454,707
State Sales Tax Division
5050 W. Tennessee St.
Tallahassee, FL 32399

First Bank of Jacksonville                              $400,000
11100 San Jose Blvd.
Jacksonville, FL 32223

Fleet Business Credit         Secured Value:            $231,020
                              $450,000

Case Paper Company            Paper Supply              $191,339

Strategic Outsourcing, Inc.                             $122,063

Mac Papers-Jacksonville       Paper                     $103,711

GE Capital                    Secured Value:            $101,008
                              $175,000

Unisource                     Paper                      $92,387

IOS Capital                   Secured Value:             $91,200
                              $75,000

York Paper Company            Paper                      $87,411

Toyo Ink                      Ink                        $84,486

David Cutler Industries       Paper                      $50,426

Ikon Office Solutions         Maintenance Contract       $48,980

Creos Americas, Inc.          Maintenance Contract       $39,168

Phillips, Muller Thomas Inc.                             $32,900

First Bank of Jacksonville    Line of Credit             $25,000

Xerox Capital Services        Security Agreement         $24,800
                              Secured Value:
                              $100,000

G.E. Richards Graphic         Plants & Chemicals         $24,058
Supplies

US Ink Corporation            Ink                        $23,382

Knopf & Sons Bindery          Subcontract work           $21,598

B. Phillips, Muller, Thomas' 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
David Cutler Industries                     $24,000

Florida Dept. of Revenue                    $10,495

Champion Industries, Inc.                    $7,500


AMCAST INDUSTRIAL: Inks Pact to Sell Flow Control Division Assets
-----------------------------------------------------------------
Amcast Industrial Corporation, (OTCBB:AICO) signed a definitive
agreement to sell most of the assets of its Flow Control division
to a U.S. subsidiary of the Dutch group Aalberts Industries N.V.
(Amsterdam:AAL).  The transaction, which is subject to regulatory
approval and customary closing conditions, is anticipated to close
within the next thirty days.

The sale of the Flow Control products segment includes the
businesses of Elkhart Plumbing (Elkhart, Indiana & Fayetteville,
Arkansas), Elkhart Industrial (Geneva, Indiana), and Amcast
Industrial Ltd. (Burlington, Ontario).

This asset sale is being made to comply with the provisions of our
loan agreements. The proceeds will be used to reduce debt.

Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products. Its two business segments are
brand name Flow Control Products marketed through national
distribution channels and Engineered Components for original
equipment manufacturers. The company serves the automotive,
construction, and industrial sectors of the economy.

At May 30, 2004, Amcast Industrial Corporation reports a
stockholders' deficit of $40,094,000 compared to a deficit of
$41,935,000 at August 31, 2003.


AMERICAN TUBE & STEEL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: American Tube & Steel Fabricators, Inc.
        28064 Avenue Stanford Unit C
        Valencia, California 91355

Bankruptcy Case No.: 04-14530

Chapter 11 Petition Date: July 1, 2004

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Jeffrey L. Willis, Esq.
                  Law Office of Jeffrey L. Willis
                  24575 Town Center Drive #2106
                  Valencia, CA 91355
                  Tel: 805-405-1510

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


ANALYTICAL SURVEYS: Cures Senior Secured Debt Default
-----------------------------------------------------
Analytical Surveys, Inc. (ASI) (Nasdaq: ANLT), a leading provider
of utility-industry data collection, creation and management
services for the geographic information systems (GIS) markets,
cured the event of default announced on June 1, 2004.  The
Company's $1.7 million Senior Secured Convertible Note has been
restructured by extending the maturity of the Note has been
extended until January 2, 2006.  The Note is convertible into
Common Stock pursuant to the terms of the previous Note or is
payable in cash upon maturity at the option of the holder. The
restructuring eliminated approximately $134,000 of accrued
interest, and all penalties that had been incurred under the event
of default.  The holder of the Note relinquished its rights under
a Warrant that was issued on April 2, 2002, pursuant to the
issuance of the original Note and which provided the holder of the
Note the right to purchase 500,000 shares of Common Stock. This
Warrant was cancelled in the restructuring.

Analytical Surveys Inc. provides technology-enabled solutions and  
expert services for geospatial data management, including data  
capture and conversion, planning, implementation, distribution  
strategies and maintenance services. Through its affiliates, ASI  
has played a leading role in the geospatial industry for more than  
40 years. The Company is dedicated to providing utilities and  
government with responsive, proactive solutions that maximize the  
value of information and technology assets. ASI is headquartered  
in San Antonio, Texas and maintains operations in Waukesha,  
Wisconsin. For more information, visit http://www.anlt.com/


APPLIED SOIL MECHANICS: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: Applied Soil Mechanics Inc.
        P.O. Box 4259
        San Luis Obispo, California 93403

Bankruptcy Case No.: 04-11716

Chapter 11 Petition Date: July 2, 2004

Court: Central District of California (North Division)

Judge: Robin Riblet

Debtor's Counsel: Simon Aron, Esq.
                  Wolf, Rifkin, Shapiro & Schulman, LLP
                  11400 West Olympic Boulevard 9th Floor
                  Los Angeles, CA 90064
                  Tel: 310-478-4100

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Earth Systems, Inc.                        $977,359
c/o Jerry Brown
895 Aerovista Place Ste. 100
San Luis Obispo, CA 93401

Bill E. Zehbach                             $84,900

Carl W. Greenlee                            $43,350

Severson & Werson                           $51,087

Warm Springs Associates I                   $12,521

Exploration Geoservices Inc.                 $6,909

Dynamic Consultants, Inc.                    $6,000

Mattingly Testing Servs. Inc.                $6,000

Braun Intertec Corp.                         $5,000

Blaine Tech Services Inc.                    $2,000

Executive Business Center                    $1,095

Nextel Communications                        $1,000

Exploration Drilling Services                $1,000

CELSOC                                         $882

Pacific Gas & Electric Co.                     $800

Berry Network                                  $780

GE Business Productivity                       $700

Access Soil Drilling, Inc.                     $500

Cenozoic Exploration                           $500

North Star Drilling                            $500


ARBOR TREE SURGERY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Arbor Tree Surgery Inc.
        802 Paso Robles Street
        Paso Robles, California 93446

Bankruptcy Case No.: 04-11667

Type of Business: The Debtor provides utility line clearance tree
                  trimming, residential, commercial, and
                  municipal tree care, ornamental arboriculture,
                  and custom vegetation management services for
                  power companies and other customers in the
                  western US, including California and Oregon.
                  See http://www.arbortree.com/

Chapter 11 Petition Date: June 30, 2004

Court: Central District of California (North Division)

Judge: Robin Riblet

Debtor's Counsel: Edwin J. Rambuski, Esq.
                  Law Offices of Edwin J. Rambuski
                  1220 Marsh Street
                  San Luis Obispo, CA 93401
                  Tel: 805-546-8284

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
------                        ---------------       ------------
State Fund                    Insurance                 $212,883

The Hartford                  Insurance                  $58,154

Blue Shield of California     Insurance                  $50,016

Blue Cross of California      Insurance                  $48,048

Ramos Oil Co.                 Trade Debt                 $27,202

Fremont Compensation          Trade Debt                 $15,000

Principal Financial Group     Trade Debt                 $13,511

Alfredo Soto                  Wages and Vacation          $7,777
                              Pay

IBEW 1245/Money Purchase      Trade Debt                  $6,931
Pens.

Alberto Martinez              Wages and Vacation          $5,206
                              Pay

Valley Saw and Garden Equip.  Trade Debt                  $4,727

Jose Llamas                   Wages and Vacation          $4,612
                              Pay

Alfredo Llamas                Wages and Vacation          $4,332
                              Pay

Douglas Rhodes                Wages and Vacation          $4,092
                              Pay

Juan Bribiesca                Wages and Vacation          $3,903
                              Pay

Commercial Truck Co.          Trade Debt                  $3,844

Armando Medina                Wages and Vacation          $3,694
                              Pay

Jose Morales                  Wages and Vacation          $3,676
                              Pay

Felipe Huitron-Salcedo        Wages and Vacation          $3,440
                              Pay

Santiago Torres               Wages and Vacation          $3,287
                              Pay


ASSET SECURITIZATION: S&P Raises Class A-4 Ratings To BB     
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of Asset Securitization Corp.'s Commercial Mortgage Pass
Through Certificates Series 1997-D5 and removed them from
CreditWatch negative. At the same time, three other ratings are
affirmed and removed from CreditWatch negative, and the rating
on class A-8Z from the same transaction is raised.

The ratings that were previously on CreditWatch are affirmed and
raised due to the anticipation that interest due to the A-1
certificates will be received on a timely basis and the fact that
accumulated interest shortfalls due to the A-2, A-3, and A-4 have
been repaid. Nevertheless, the trust remains exposed to liquidity
issues due to the ongoing Doctor's Hospital litigation. These
liquidity issues have not impacted class A-8Z, as its future
cashflow and rating are directly linked to the Comsat junior
loan. The rating on class A-8Z is being raised due to the LTV
improvement of the combined Comsat junior and senior loans due,
primarily, to amortization since issuance.

The interest shortfalls that the trust recently experienced were
primarily the result of the recovery of non-recoverable advances
by the master servicer, GMAC Commercial Mortgage Corp., relating
to the Doctor's Hospital loan. Additional shortfalls have impacted
the trust on a recurring basis due to costs associated with the
trust's lawsuit against both the depositor and loan seller to
repurchase the Doctor's Hospital loan. These costs have totaled
$6.6 million to date, and it is possible that costs related to the
trial phase of the litigation could cause payment interruptions to
the certificates with ratings previously on CreditWatch. Should
this occur, the ratings for all classes will be reviewed.

As of June 16, 2004, the trust collateral consisted of 143 loans
with an aggregate outstanding balance of $1,538.3 million, down
from 155 loans totaling $1,754.0 million at issuance. GMACCM
provided 2003 net cash flow debt service coverage figures for
86.8% of the pool. Based on this information Standard & Poor's
computed a weighted average DSC of 1.47%, up from 1.39% at
issuance. These figures exclude five defeased loans and 17
credit tenant lease loans. The trust has experienced five losses
to date amounting to $28.4 million.

The top 10 loans have an aggregate outstanding balance of $657.3
million (42.8%) and reported a 2003 weighted average DSC of 1.46x,
down from 1.49x at issuance. The calculation excludes the Doctor's
Hospital loan, the eighth largest loan in the pool (2.9%), which
is in special servicing. No other top 10 loan is in special
servicing, but the seventh largest loan is on the servicer's
watchlist. The two top 10 loans secured by lodging assets both
reported a DSC decline in excess of 10.0% since issuance; however,
both loans reported a DSC in excess of 1.40x in 2003.

There are seven assets with the special servicer, ORIX Capital
Markets LLC that have an aggregate balance of $70.7 million.
Doctor's Hospital is the largest of these assets and this loan is
secured by a former 241-bed hospital in Hyde Park, Ill. with an
outstanding principal balance of $44.6 million. The facility has
been closed since April 2000. This loan has been the subject of
extensive litigation, as the special servicer alleges, among
other things, that the loan is not a qualified mortgage loan and
insists that the depositor is obligated to repurchase it. GMACCM
has made a non-recoverable determination with respect to advances
on this asset. As a result, this loan creates a monthly interest
shortfall of $360,000 for the trust. Additionally, Standard &
Poor's estimates future litigation expenses related to this loan
will average between $450,000 to $500,000 per month, which will
add to the ongoing interest shortfall amount.

The other specially serviced assets include a 167,000-sq.-ft.
retail facility in San Antonio, Texas that is REO. This property
was entirely occupied by Kmart and has an unpaid principal balance
of $9.4 million (0.6%) and $1.3m million in additional exposure.
This property was recently under contract but the sale did not
materialize. As a result, this property will be combined with two
other retail properties in a bulk sale. The trust owns another
retail property located in Billings, Montana that was also
formerly tenanted by Kmart. This 86,000-sq.-ft. facility has
an outstanding balance of $1.8 million (0.1%), additional exposure
of $100,000, and was transferred to the special servicer in 2002
due to imminent default, as it was on the initial Kmart store
closing list; however, the borrower kept the loan current until
October 2003. ORIX is also in foreclosure proceedings on a loan
secured by a manufactured housing portfolio in Pennsylvania. This
227-pad portfolio has been in special servicing since 1999 and has
an outstanding balance of $2.2 million (0.1%). One of the
manufactured housing parks was liquidated for $2.0 million in
April 2004 and proceeds were used to bring the loan current. The
trust has certain legal obligations related to remedying water and
sewer violation issues, which will adversely affect the ultimate
recovery proceeds. Standard & Poor's anticipates substantial
losses on the San Antonio Kmart asset as well as the manufactured
housing portfolio and only a modest loss on the Billings Kmart
property. The three remaining specially serviced loans amount to
$12.8 million and none of these loans are delinquent. Standard &
Poor's anticipates that these loans will return to the master
servicer shortly or pre-pay in full with no loss to the trust.

GMACCM's watchlist consists of 32 loans with an outstanding
balance of $281.5 million (18.3%). Only one top 10 loan, the
seventh largest loan in the portfolio, appears on the watchlist.
This loan has a balance of $47.9m million (3.1%) and is secured by
an 86,600-sq.-ft. office in Crystal City, Virginia. This loan
reported a 2003 DSC of 1.30x and is on the watchlist because
of a decrease in occupancy. Standard & Poor's recently approved
the assumption of this loan by an entity that is controlled by a
state pension fund that is expected to fund a substantial
renovation program. The second largest loan on the watchlist is
secured by an 803,200-sq.-ft. portfolio of office and industrial
properties in New Jersey that has an outstanding balance of $40.3
million. This loan reported a 1.94x DSC in 2003. However, one
tenant vacated 155,700 sq. ft. when its lease expired in December
2003 and two other tenants that occupy more than 180,000 sq. ft.
will vacate when their respective leases expire in the next few
months. The third largest loan on the watchlist is secured by a
portfolio of 10 lodging assets consisting of 1,398-rooms with an
aggregate balance of $35.7 million. This loan is on the watchlist
because its DSC is below 1.20x; the portfolio generated a 2003 DSC
of 1.17x, down from 1.19x in 2002. A 704-unit multifamily ortfolio
located in Waco, Texas secures the only other loan on the
watchlist with a balance in excess of 15.0m million. This loan has
an outstanding balance of $23.0 million (1.5%) and reported
a 2003 DSC of 1.01x, down from 1.12x in 2002. The remaining loans
appear on the watchlist primarily due to DSC or occupancy issues.
loans secured by lodging properties account for only 14.1% of the
outstanding pool balance, yet make up 24.8% of the watchlist.

The trust collateral is located across 36 states and is
concentrated in Ohio (10.7%), New Jersey (9.2%), and Texas (9.1%).
Property type concentrations can be found in retail (29.2%),
office (27.8%), and multifamily (21.0%) assets.

Standard & Poor's stressed the specially serviced assets, loans
that appear on the watchlist, and other loans with credit issues,
when appropriate, in its analysis. The resultant credit
enhancement levels support the raised and affirmed ratings.
   
                         Rating Raised
                   Asset Securitization Corp.
          Commercial mortgage pass-thru certs series 1997-D5
    
                              Rating
          Class    To     From     Credit Enhancement (%)
          A-8Z     A-     BBB-             -
               
             Ratings Raised And Removed From Creditwatch
                   Asset Securitization Corp.
          Commercial mortgage pass-thru certs series 1997-D5
    
                              Rating
          Class    To     From            Credit Enhancement
          A-1E     AAA    AA-/Watch Neg                25.8%
          A-2      AA-    BBB/Watch Neg                20.0%
          A-3      A-     BBB-/Watch Neg               16.5%
          A-4      BB     B/Watch Neg                  14.8%
    
             Ratings Affirmed And Removed From Creditwatch
                    Asset Securitization Corp.
          Commercial mortgage pass-thru certs series 1997-D5
    
                              Rating
          Class    To     From            Credit Enhancement
          A-1B     AAA    AAA/Watch Neg                29.3%
          A-1C     AAA    AAA/Watch Neg                29.3%
          A-1D     AAA    AAA/Watch Neg                29.3%


CALHOUN CBO: Fitch Maintains Senior Fixed Notes Ratings At C
------------------------------------------------------------
Fitch Ratings affirms the rating of one class of notes issued by
Calhoun CBO, Ltd./Corp., which closed July 23, 1998. This
affirmation is the result of Fitch's review process. The following
rating actions are effective immediately:

          --$213,984,162 senior secured floating rate notes
            affirmed at 'BB-';

          --$66,784,865 second priority senior fixed rate notes
            maintained at 'C'.

Calhoun is a collateralized bond obligation managed by American
Express Asset Management Group, Inc. The collateral of Calhoun is
composed of high yield bonds with 81.07% invested in non-emerging
markets assets and 18.93% in emerging markets assets. Payments are
made semi-annually in January and July and the reinvestment period
ended in July, 2003. Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy.

According to the April 23, 2004 trustee report, the collateral
includes $23.19 million (10.21%) defaulted assets. The deal
currently contains another $41.54 million (17.12%) assets rated
'CCC+' or below. The Senior Par Value Test is failing at 109.03%
with a trigger of 127.50% and the Second Priority Par Value Test
is failing at 83.09% with a trigger of 104.0%.

The rating of the senior secured notes addresses the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the stated maturity date. The rating of the second
priority senior notes addresses the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the stated maturity date.


CANADA PAYPHONE: Intends to Make Proposal to Creditors Under BIA
----------------------------------------------------------------
Subsequent to the Press Releases of Canada Payphone Corporation
dated April 8, April 19 and May 6, 2004, announcing the filing of
a Notice of Intention to make a proposal for the benefit of its
creditors under the Bankruptcy and Insolvency Act and requesting
an extension of 45 days, which was granted on May 5, 2004, the
Company filed its restructuring plan proposal on June 16, 2004 and
a creditor's meeting was held today.

In order to permit further negotiations, at the request of the
Company, the creditors agreed to adjourn the creditors' meeting to
August 12, 2004.

                       About the Company

Canada Payphone Corporation is Canada's leading competitive
payphone service provider. Over the past few years, Canada
Payphone has played an instrumental role in the deregulation of
the competitive payphone industry and continues to create exciting
business opportunities in the new era of public access
communications.

In 1999, Canada Payphone began installing payphones across Canada.
An experienced telecommunications team and the latest advancements
in payphone technology provide Canada Payphone's customers with
superior service and reliability.

Canada Payphone Corporation is currently registered in the TSX
Venture Exchange under the symbol 'CPY'.


CANDESCENT TECH: Hires Pachulski Stang as Bankruptcy Attorneys
--------------------------------------------------------------
Candescent Technologies Corporation and its debtor-affiliate ask
the U.S. Bankruptcy Court for the Northern District of California
for permission to hire Pachulski, Stang, Ziehl, Young, Jones &
Weintraub PC as their general bankruptcy counsel.  

The Debtors tell the Court that the Firm's services are necessary
for them to successfully reorganize under chapter 11 of the
Bankruptcy Code.

Pachulski Stang will:

   a. represent and appear for the Debtors concerning all
      matters concerning the administration of their bankruptcy
      cases;

   b. represent and appear for the Debtors with respect to
      motions to assume, assign or reject leases and other
      executory contracts;

   c. consult with the Debtors concerning bankruptcy issues with
      respect to specific lawsuits, adversary proceedings or
      contested matters in their bankruptcy cases, including
      contested objections to claims, disputes over the amounts
      owed in respect to executory contracts or leases and the
      obligations thereunder, and proceedings in which the
      Debtors are seeking the recovery of damages or avoidance
      of transfers; and

   d. provide services, in the Firm's sole and unfettered
      discretion, relating to other legal proceedings, cases, or
      matters, if requested by the Debtors.

The attorneys and paralegals currently expected to be principally
responsible for this matter, and their respective hourly rates
are:

         Professional            Billing Rate
         ------------            ------------
         Robert B. Orgel         $525 per hour
         Ramon M. Naguiat        $265 per hour
         Patricia J. Jeffries    $160 per hour

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel  
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young et al represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from their creditors, they listed both estimated debt
and assets of over $100 million each.


CANDESCENT TECH: US Trustee Names 6-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 15 appointed six creditors to
serve on an Official Committee of Unsecured Creditors in
Candescent Technologies Corporation's Chapter 11 cases:

      1. AIM Advisors, Inc.
         11 Greenway Plaza, Suite 100
         Houston, Texas 77046
         Attn: Robert G. Alley
         Bob.Alley@aiminvestments.com
         (713) 214-1845

      2. Argent Financial Group (Bermuda) Ltd.
         55 Vilcom Circle, Suite 200
         Chapel Hill, North Carolina 27514
         Attn: Bobby Richardson
         brichardson@argentclassic.com
         (919) 869-8650
         
      3. Janus Capital Management
         151 Detroit Street
         Denver, Colorado 80206
         Attn: Heidi J. Walter
         (303) 394-7609
      
      4. Oz Management, LLC
         9 West 57th St., 39th Floor
         New York, New York 10019
         Attn: Joel M. Frank
         jfrank@ozcap.com
         (212) 790-0160
      
      5. U.S. Bank National Association
         (Indenture Trustee for Bond Debt)
         Corporate Trust Services Division
         One Federal Street, 3rd Floor
         Boston, Massachusetts 02110
         Attn: Laura L. Moran
         laura.moran@usbank.com
         (617) 603-6429
   
      6. U.S. Display Consortium
         60 S. Market St., Suite 480
         San Jose, California 95113
         Attn: Michael Ciesinski
         usdc@usdc.org
         (408) 277-2400

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

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel  
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young et al represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from their creditors, they listed both estimated debt
and assets of over $100 million each.


CATHOLIC CHURCH: Hires Schwabe Williamson Litigation Counsel
------------------------------------------------------------
The Archdiocese of Portland in Oregon is named in 45 separate  
litigation matters involving alleged sexual abuse by various  
priests.  From a monetary standpoint, the plaintiffs' claims  
constitute the majority of claims in the Debtor's chapter 11  
case.   

"Representation of the Debtor in connection with these matters  
requires special knowledge of these claims," Archbishop John G.  
Vlazny tells the Bankruptcy Court.

By this application, the Debtor seeks Judge Perris' permission to  
employ Schwabe Williamson & Wyatt, PC, in Portland, Oregon, as  
special counsel in its chapter 11 case.     

"Schwabe is infinitely familiar with these matters having  
represented the Debtor as lead counsel in all prepetition  
litigation," Archbishop Vlazny says.  Schwabe has also served as  
the Debtor's general corporate counsel for many years.  

The four attorneys who'll work on this matter and their  
corresponding hourly rates are:

          Thomas Dulcich, Esq.          $235
          Margaret Hoffman, Esq.        $235
          James Finn, Esq.              $235
          Mario J. Madden, Esq.         $185

Within the 12 months immediately preceding the Petition Date, the  
Archdiocese paid Schwabe $1,113,296 for legal services.  This  
amount includes a $100,000 retainer.   

Mr. Dulcich 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. Dulcich discloses that his firm has  
represented, and received in the past 18 months, $13,873 from  
Oregon Catholic Press, $415 from Catholic Charities, and $51,044  
from an unnamed insurance carrier on behalf of Catholic  
Charities.

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)    


CIRTRAN CORP: Opens Asia Headquarters for Cirtran-Asia Division
---------------------------------------------------------------
CirTran Corp. (OTC BB: CIRT), an international full-service
contract electronics manufacturer of printed circuit board
assemblies, cables and harnesses, has opened an office in
ShenZhen, China, establishing headquarters for its wholly owned
subsidiary, CirTran-Asia Inc., to target the vast high-volume
Asian manufacturing market. ShenZhen, a largely populated
manufacturing hub, is located on the southern coastal region of
China, approximately 35 kilometers from Hong Kong. This new office
is in a Class A property that strategically positions CirTran-Asia
to surround itself by some of the largest manufacturers in China,
increasing our opportunities to pursue manufacturing relationships
beyond printed circuit board assemblies, cables, harnesses and
injection molding systems, and look for complete "box-build" or
"turn-key" relationships in the electronics, retail and direct
consumer markets.

Trevor M. Saliba, executive vice president of worldwide business
development of CirTran Corp., commented, "We are very excited
about our new Asian headquarters. My colleague, Mr. Charles Ho,
president of CirTran-Asia, has proven his ability to execute our
company's strategies ahead of schedule. This office will be
staffed with both sales and administrative professionals that will
continue to pursue manufacturing relationships and manage our
current ones."

                   About CirTran Corp.

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

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


COEUR D'ALENE: Wheaton Does Not Intend to Negotiate with Coeur
--------------------------------------------------------------
Wheaton River Minerals Ltd. (AMEX:WHT)(TSX:WRM) does not intend to
enter into negotiations with Coeur d'Alene Mines Corporation at
this time.

To date, Coeur has attempted to make a take-over bid for Wheaton
River by way of press release. When a formal tender offer is made,
Wheaton will respond in due course as required by applicable law.

"Over the last 30 months, Wheaton has increased its market
capitalization from $20 million to $2.1 billion to become Canada's
6th largest and 2nd most profitable gold producer," said Ian
Telfer, Chairman and CEO of Wheaton. "Wheaton's superb track
record can be attributed to a strong growth strategy and we will
continue to evaluate new opportunities," added Mr. Telfer.

"There is no support for a Coeur/Wheaton combination from
Wheaton's management, directors or shareholders," added Mr.
Telfer. This sentiment is reinforced by comments from mining
analysts.

- Pierre Vaillancourt - Orion Securities Inc.: "We believe Coeur's
existing bid for Wheaton River is insufficient. The risk profile
of Coeur's assets combined with the future expenditures to develop
new projects would result in excessive dilution to WRM
shareholders."

- Jim Taylor - Canaccord Capital Corporation: "We too believe that
the combination of Wheaton and Coeur would not be in the long-term
interests of WRM shareholders ....Coeur's premium rating as a
silver company is unlikely to be sustainable for the merged group,
as silver revenues would fall from 50% currently for Coeur to
around the 20% level."

- Tony Lesiak - UBS Investment Research: "...the CDE bid is
dilutive to WRM on a cash flow, earning per share and net asset
value basis, there are no synergies..."

- Geoff Stanley - BMO Nesbitt Burns Research: "We do not believe
that Coeur's offer is likely to succeed, nor do we view a merger
as a desirable outcome for Wheaton shareholders."

                     About Coeur d'Alene   
  
Coeur d'Alene Mines Corporation is the world's largest primary   
silver producer, as well as a significant, low-cost producer of   
gold.  The Company has mining interests in Nevada, Idaho, Alaska,   
Argentina, Chile and Bolivia.  
  
As reported in the Troubled Company Reporter's June 3, 2004   
edition, Standard & Poor's Ratings Services placed its B-
corporate credit and senior unsecured debt ratings on Coeur
D'Alene Mines Corp. on CreditWatch with positive implications
following the company's announcement that it intends to acquire
precious metals mining company Wheaton River Minerals Ltd. in a
stock and cash transaction valued at approximately $1.8 billion.  
  
"The CreditWatch action reflects what is likely to be a
meaningful improvement in Coeur's business and financial profile
upon the successful acquisition of lower-cost producer Wheaton,"
said Standard & Poor's credit analyst Paul Vastola. Standard &
Poor's expects that its ratings on Coeur would likely be raised
several notches. Standard & Poor's will continue to monitor the  
transaction for any potential revisions to the deal. The deal  
remains subject to several conditions and is expected to close by  
Sept. 30, 2004.


CONTINENTAL DIVIDE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Continental Divide Robotics, Inc.
        2375 South Columbine Street
        Denver, Colorado 80210

Bankruptcy Case No.: 04-24227

Type of Business: The Debtor develops autonomous robotic systems.

Chapter 11 Petition Date: July 1, 2004

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Duncan E. Barber, Esq.
                  Bieging Shapiro & Burrus LLP
                  4582 South Ulster Street Parkway, Suite 1650
                  Denver, CO 80237
                  Tel: 720-488-0220
                  Fax: 720-488-7711

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
------                        ---------------       ------------
Terry Sandrin                 Loan                      $450,000
2375 S. Columbine St.
Denver, CO 80210

Desmond Enterprises           Trade debt                $387,723
1551 S. Sunset St., #D
Longmont, CO 80501

Premier Manufacturing         Loan                      $275,000
1551 S. Sunset St., #D
Longmont, CO 80501

Curriar Professional          Trade debt                $190,669
Services

Royal Firman III              Loan                      $175,000

Internal Revenue Service      Trade debt                $111,000

Hall Kinlon & Associates                                 $54,000

Cargo Battery                 Trade debt                 $41,000

Royal Firman III              Loan                       $40,000

MPD                           Trade debt                 $39,200

Verizon Wireless              Trade debt                 $37,458

Tele Atlas North America,     Lease                      $37,375
Inc.

Benefactor Funding            Trade debt                 $35,875

Aaron Johnson                                            $35,589

TT Communications             Trade debt                 $31,526

CS Communications             Trade debt                 $30,000

MCI WorldCom                  Trade debt                 $27,459

Deutsche Financial Services   Trade debt                 $27,000

Deutsche Financial Services   Trade debt                 $24,456

American Express Blue                                    $19,526


CORAM HEALTHCARE: FFF Enterprises Offers $225 Million in Cash
-------------------------------------------------------------
Lawyers for FFF Enterprises, Inc., delivered copies of the
company's Letters of Intent proposing to purchase all of Coram
Healthcare Corp. and Coram, Inc.'s assets (excluding the estate's
claims and causes of action against Cerberus Capital Management
and Daniel Crowley) for $225 million in cash to the U.S.
Bankruptcy Court for the District of Delaware.   

"Significantly," Richael J, Sitzer, Esq., at Rutan & Tucker, LLP,
in Costa Mesa, California, representing FFF, tells Judge Walrath,
"a sale of the Coram assets to FFF would provide for the
continuing operation of the company, and the maximum retention of
employees.  FFF... understands the Coram business.  FFF's
NuFactor, Inc., subsidiary is a home infusion pharmacy
specializing in delivering products and quality customer services
to people with hemophilia and other chronic diseases directly to
their homes.  FFF would thus be a synergistic buyer for Coram and
is committed to operating Coram as a going concern."   

FFF's offer is contingent on obtaining financing.  FFF indicates
that G.E. Capital and Ampersand Ventures have "indicated strong
interest in providing debt and equity funding" for this
transaction and will supply commitment letters on request.   

Currently, Arlin M. Adams, the Chapter 11 Trustee overseeing
Coram's restructuring is attempting to prosecute his plan of
reorganization to confirmation.  Creditors have accepted the
Chapter 11 Trustee's plan and equityholders have rejected it.  The
Equity Committee, led by Sam Zell, has proposed a competing plan
of reorganization.   

The next omnibus hearing in Coram's chapter 11 cases is scheduled
for July 19, 2004, at 2:00 p.m., in Wilmington, Delaware, before
Judge Walrath.


CREDIT SUISSE: Fitch Assigns Low Ratings to 6 Classes
-----------------------------------------------------
Credit Suisse First Boston Commercial Trust 2004-FL1, commercial
mortgage pass-through certificates are rated by Fitch as follows:

               --$191,453,000 class A 'AAA';
               --$274,787,000 class A-X* 'AAA';
               --$254,031,729 class A-Y-1* 'AAA';
               --$254,031,729 class A-Y-2* 'AAA';
               --$254,031,729 class A-Y-3* 'AAA';
               --$36,753,000 class B 'AA';
               --$15,812,000 class C 'A';
               --$12,820,000 class D 'BBB+';
               --$6,838,000 class E 'BBB';
               --$11,111,000 class F 'BBB-';
               --$13,248,000 class G 'BB+';
               --$10,684,000 class H 'BB';
               --$5,983,000 class J 'BB-';
               --$5,555,000 class K 'B+';
               --$4,701,000 class L 'B';
               --$6,410,000 class M 'B-';
               --$5,129,000 class N 'CCC';
               --$14,384,729 class O not rated ('NR');
               --$1,000,000 class P 'NR'.
               *Interest only.


CROSSGEN ENTERTAIMENT: Sec. 341(a) Meeting Slated for Tomorrow
--------------------------------------------------------------
The United States Trustee will convene a meeting of CrossGen
Entertainment, Inc.'s creditors at 3:30 p.m., tomorrow, July 14,
2004, in Room 100-B at 501 East Polk St., Timberlake Annex, Tampa,
Florida 33602.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Oldsmar, Florida, CrossGen Entertainment, Inc. --
http://www.crossgen.com/-- is a comic book publishing company.  
The Company filed for chapter 11 protection on June 18, 2004
(Bankr. M.D. Fla. Case No. 04-12478). Noel R. Boeke, Esq., and Rod
Anderson, Esq., at Holland & Knight, LLP represent the Debtor in
its restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated assets of over $1 million
and debts of more than $10 million.


DII: Halliburton Names Cedric Burgher Vice President and Treasurer
------------------------------------------------------------------
Halliburton (NYSE: HAL) announced that Cedric Burgher has been
named the company's Vice President and Treasurer, and Paul Koeller
has been named the company's Vice President, Investor Relations.  
Both appointments are effective June 21, 2004.  

As Treasurer, Mr. Burgher, 43, will be responsible for  
managing the company's global cash, debt, foreign exchange,  
capital structure, risk management, and customer credit and  
collection functions.  Since September 2001, Mr. Burgher has been  
Halliburton's Vice President, Investor Relations.  Prior to  
joining Halliburton, Mr. Burgher held a variety of financial  
management positions in the energy and banking sectors.  He  
received his bachelor's degree from the University of Texas, his  
M.B.A. from the University of Dallas, and is a Chartered  
Financial Analyst.  Mr. Burgher replaces Jerry Blurton who has  
been named Chief Financial Officer of Halliburton's KBR  
subsidiary effective July 1, 2004.  Bruce Stanski, KBR's current  
Chief Financial Officer, will be promoted to lead KBR's  
government operations business at that time.

In his new role, Mr. Koeller, 49, will oversee the company's  
communications and relationships with investors and analysts.  
Previously, he has served as a Vice President for Global Business  
Development in Halliburton's Energy Services Group.  Mr. Koeller  
joined the Halliburton organization in 1996 through Landmark  
Graphics, as Director of Consulting for North and South America.  
Prior to his association with Landmark Graphics, Mr. Koeller  
served in various leadership positions within the management  
consulting group of Cap Gemini and as a geologist for Amoco  
Corporation.  He received his Bachelor of Science degree in  
Geology from the University of Minnesota and has done graduate  
study at DePaul University and the University of Houston.

"Cedric Burgher has done an outstanding job in managing  
investor and media relations during a challenging time in our  
organization's history," said Cris Gaut, Executive Vice President  
and Chief Financial Officer, Halliburton.  "His broad energy and  
financial experience position him for success in this new role."

"Paul Koeller will bring a fresh approach to our investor  
relations effort, drawing on his operations experience and his  
understanding of Halliburton's customer focused business  
approach," Gaut added.

Founded in 1919, Halliburton 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 business segments.

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)


EL PASO: Subsidiary Receives Waiver of Indenture Default
--------------------------------------------------------
El Paso Production Holding Company (EPPH), a subsidiary of El Paso
Corporation (NYSE: EP), has entered into an agreement with the
holders of a majority of its 7-3/4% Senior Notes due 2013, issued
and outstanding under the indenture dated May 23, 2003. The
agreement with the noteholders provides for a waiver of the breach
by EPPH of its covenant to timely file its annual and quarterly
reports with the Securities and Exchange Commission. The waiver
will be effective until December 31, 2004. In connection with the
waiver, EPPH has agreed to modify the covenants under this
indenture with respect to affiliated party transactions. In
particular, the agreement prohibits certain affiliated party
transactions in excess of $100 million if the transactions would
have a negative effect on EPPH's ratio of debt to proved reserves
or its ratio of debt to EBITDA. The company does not anticipate
these changes will impact the manner in which EPPH is managed.

                       About the Company

El Paso Corporation provides natural gas and related energy  
products in a safe, efficient, dependable manner. The company owns  
North America's largest natural gas pipeline system and one of  
North America's largest independent natural gas producers.  

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.

For more information, visit http://www.elpaso.com/


ENRON: EESI Seeks Court OK to Liquidate Komag Inc. Common Stock
---------------------------------------------------------------
Enron Energy Services, Inc., seeks the Court's authority,
pursuant to Section 363 of the Bankruptcy Code, to liquidate
49,802 shares of common stock in Komag, Inc., formerly known as
HMT Technology Corporation, in the NASDAQ stock exchange, free
and clear of all liens, claims and encumbrances.

Prior to the Petition Date, Martin A. Sosland, Esq., at Weil,
Gotshal & Manges, LLP, in New York, relates that EESI sold oil
and gas to Komag through a commodity pricing contract.  In
November 2001, Komag filed a Chapter 11 petition.  As of its
Petition Date, Komag owed EESI $654,469 for oil and gas
delivered, as well as $435,771 in mark-to-market losses under the
Commodity Contract.

Mr. Sosland reports that EESI filed a proof of claim in the Komag
Bankruptcy Case, asserting $1,0920,240.  The Claim was allowed
and EESI received these distributions:

   (i) $89,147 in cash;

  (ii) $222,800 in interest bearing notes; and

(iii) 49,802 shares of common stock.

Early in 2004, Komag retired the Notes and paid EESI the
outstanding principal and accrued interest.  The Shares are
currently held in a brokerage account managed by Wachovia.

The market price of the Shares has fluctuated wildly in the past
year, with reported trades as low as $10.31 and as high as
$24.57.  Mr. Sosland contends that liquidating the Shares will
eliminate the price risk and convert the asset to cash for the
benefit of EESI, its estate and creditors.  Moreover, Mr. Sosland
points out that EESI is not in the business of holding shares in
publicly traded companies.

As of June 17, 2004, the Shares were trading at $14.53, with a
total market value of about $723,623.  Selling the Shares at
current market prices, when coupled with the cash payments
already made by Komag, would result in EESI receiving almost full
satisfaction on account of its Claim. (Enron Bankruptcy News,
Issue No. 116; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COS: General Mills Wants $980K Plus Expenses Reimbursed
---------------------------------------------------------------
General Mills, Inc., on its own behalf and on behalf of Clorox  
Sales Co., ConAgra Foods, Inc., Conopco, Inc., Del Monte  
Corporation, Kimberly-Clark Corporation, Kraft Foods North  
America, Inc., Mars, Inc., Nestle USA, Inc., The Proctor & Gamble  
Distributing Co., Sara Lee Corporation, and S.C. Johnson & Son,  
Inc., as members of an ad hoc committee of reclamation claimants,  
seek reimbursement from the Fleming Companies Debtors' estates for
the expenses they incurred in taking action up until the
reconstitution of the Ad Hoc Committee as an official committee of
reclamation claimants.

The Ad Hoc Committee incurred $980,592.64 in administrative  
expenses, and up to an additional $10,000 in fees and expenses  
during the period from November 1, 2003 through February 25,  
2004.

Christian J. Singewald, Esq., at White and Williams, LLP, in  
Wilmington, Delaware, tells Judge Walrath that it is difficult to  
overstate the importance of the Ad Hoc Committee's role in the  
Debtors' cases.  Because of the efforts of the Ad Hoc Committee  
and their professionals, the Debtors' cases will conclude with  
reorganization rather than liquidation.

Not only was the Ad Hoc Committee instrumental in protecting the  
rights of more than 600 reclamation claimants, it played the key  
role in facilitating the creation of a confirmable plan of  
reorganization.  The Committee's efforts resulted in a  
substantial contribution and, therefore, entitle them to  
compensation from the Fleming estates.

The Ad Hoc Committee's effective organization of the reclamation  
creditors to act collectively has been instrumental in the  
progress toward a consensual plan, with apparent support from all  
major constituencies, rather than the more likely alternative of  
complicated, costly and time-consuming litigation, largely  
through the approximately 600 adversary proceedings with  
reclamation creditors.  As a result, all constituencies and the  
Court itself have benefited.

The consensual plan could not have been negotiated without the  
Official Committee of Reclamation Creditors.  The Official  
Committee would not have been formed if the Ad Hoc Committee had  
not organized and assumed the burden of assuring that the rights  
of reclamation claimants were asserted.  All of these actions  
were undertaken for the benefit of all reclamation creditors, at  
significant costs, and without any assurance of reimbursement.

               Formation of the Ad Hoc Committee

The Committee was formed in July 2003, after the Debtors filed  
their first reclamation report, which contained many errors  
regarding the reclamation claims.  However, the activities for  
which the Committee seeks an administrative claim began in  
November 2004, in connection with the Debtors' effort to pay $325  
million to their prepetition secured lenders, and do away with  
reclamation claims in the process.  Six of the more than 600  
reclamation claimants, recognizing the potential prejudice to the  
rights of reclamation claimants -- who collectively held  
approximately 1/3 of all unsecured debt -- united and retained  
Piper Rudnick, LLP, and Blank Rome, LLP, to handle objections,  
hearings and negotiations to protect their reclamation rights.   
Each of the six claimants paid its per capita share of the fees  
and expenses incurred by the Ad Hoc Committee's professionals.

By mid-December 2004, the Debtors took additional measures that  
revealed their determination to eliminate the reclamation claims.   
Faced with the Debtors' aggressive tactics and lack of  
representation or support by the Official Committee of Unsecured  
Creditors, six additional parties joined the Ad Hoc Committee.   
Thereafter, Piper Rudnick and Blank Rome continued to act as the  
Committee's counsel, and each of the current 12 members was  
responsible for their per capita share of the resulting fees and  
expenses.

In addition, the Ad Hoc Committee hired J. H. Cohn, LLP, to  
perform accounting and financial advisory services.  Cohn's fees  
also were divided equally among the Ad Hoc Committee members.

The Court ultimately granted official status to the Ad Hoc  
Committee and approved the retention of counsel and Cohn for the  
Official Committee.

                  The Committee's Contributions

The Ad Hoc Committee protected trade creditor rights and helped  
create a confirmable plan.  Throughout their cases, the Debtors  
engaged in repeated efforts through, among other devices, motions  
and plan provisions, to eliminate or severely impair reclamation  
rights and certain other rights of trade creditors, including  
set-off rights.  This course of conduct consumed substantial  
judicial, estate and individual creditor resources, and  
threatened the rights of hundreds of small reclamation creditors  
which could not afford to mount a defense to the Debtors'  
tactics.  The Ad Hoc Committee played an essential role in the  
responses, objections, and negotiations that resulted in the  
repeated vindication of reclamation creditor rights and in the  
conservation of judicial, estate and creditor resources.

The Ad Hoc Committee accomplished these goals in spite of  
resistance from the Debtors, the Unsecured Creditors Committee,  
and, on occasion, the United States Trustee.  As was acknowledged  
when the Court ordered the creation of the Official Committee to  
replace the Ad Hoc Committee, the work the Ad Hoc Committee  
performed benefited not only its members but also the entire  
estate.  The Ad Hoc Committee's work facilitated the creation of  
a workable reorganization plan, resulting in significant cost  
savings for all involved, and in a greater recovery for  
creditors.

Now that the benefits of these efforts are soon to be realized by  
the estates and all creditors, the Ad Hoc Committee should not be  
penalized by having their recoveries reduced because each member  
bore a share of the expenses incurred on behalf of and for the  
benefit of those reclamation creditors which could not afford to  
contribute, or those "free riders" which may have been able to  
contribute, but deferred.

The Ad Hoc Committee's fees and expenses to date are:

   Professional         Fees         Expenses          Total
   ------------         ----         --------          -----
   Piper Rudnick    $755,384.40    $39,244.25      $794,628.65
   Blank Rome         64,497.00      5,792.30        70,289.30
   J. H. Cohn        114,395.50      1,279.19       115,674.64
                    -----------    ----------      -----------
                    $934,276.90    $46,315.74      $980,592.64

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


FOOTSTAR: Enters Agreement to Sell Mira Loma Distribution Center
----------------------------------------------------------------
Footstar, Inc. has entered into a definitive agreement to sell the
Company's distribution center in Mira Loma, California, and to
outsource certain warehousing and distribution operations to
support the ongoing needs of the Company's Meldisco division.

The Mira Loma facility will be acquired by Alere Property Group
LLC, a real estate company specializing in California industrial
real estate. Alere will, in turn, lease the land and buildings to
FMI International LLC, a leading third-party provider of logistics
services to the fashion, footwear and retail industries. FMI will
purchase the materials handling equipment in the Mira Loma
facility, and provide warehousing and distribution services to the
Company's Meldisco division under an eight-year agreement. The
total proceeds to Footstar in connection with the sale is expected
to be approximately $20 million. The transaction is subject to
Bankruptcy Court approval and is expected to close as soon as
practicable once Court approval is received. The Company has
requested a hearing date for July 19, 2004.

Dale W. Hilpert, Chairman, President and Chief Executive Officer,
said, "This agreement is another step in the re-positioning of the
Company as we develop our plan of reorganization so we can emerge
from Chapter 11 and maximize value for our stakeholders. We are
pleased to have secured continuous logistics services at the Mira
Loma distribution center through FMI and are delighted that FMI
has extended employment offers to all associates at the Mira Loma
facility. We look forward to completing the transaction as soon as
possible."

                  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.


FOSTER WHEELER: Extends Common Shares Tender Offer to July 30
-------------------------------------------------------------
Foster Wheeler Ltd.(OTCBB:FWLRF) is extending, until 5 p.m. New
York City time on Friday, July 30, 2004, its offer to exchange:

(1) its Common Shares and its Series B Convertible Preferred
     Shares for any and all outstanding 9.00% Preferred
     Securities, Series I issued by FW Preferred Capital Trust I
     (liquidation amount $25 per trust security) and guaranteed by
     Foster Wheeler Ltd. and Foster Wheeler LLC, including accrued
     dividends;

(2) its Common Shares and Preferred Shares for any and all
     outstanding 6.50% Convertible Subordinated Notes due 2007
     issued by Foster Wheeler Ltd. and guaranteed by Foster
     Wheeler LLC;

(3) its Common Shares and Preferred Shares for any and all
     outstanding Series 1999 C Bonds and Series 1999 D Bonds (as
     defined in the Second Amended and Restated Mortgage, Security
     Agreement, and Indenture of Trust dated as of October 15,
     1999 from Village of Robbins, Cook County, Illinois, and to
     SunTrust Bank, Central Florida, National Association, as
     Trustee); and

(4) its Common Shares and Preferred Shares and up to $150,000,000
     of Fixed Rate Senior Secured Notes due 2011 of Foster Wheeler
     LLC guaranteed by Foster Wheeler Ltd. and certain Subsidiary
     Guarantors for any and all outstanding 6-3/4% Senior Notes
     due 2005 of Foster Wheeler LLC guaranteed by Foster Wheeler
     Ltd. and certain Subsidiary Guarantors; and solicitation of
     consents to proposed amendments to the indenture relating to
     the 9.00% Junior Subordinated Deferrable Interest Debentures,
     Series I of Foster Wheeler LLC, the indenture relating to the
     6.50% Convertible Subordinated Notes due 2007 and the
     indenture relating to the 6-3/4% Notes due 2005.

As of the close of business on July 8, 2004, holders have tendered
the following amounts of the following securities:

(A) 9.00% Preferred Securities, $2,513,675;

(B) 6.50% Convertible Subordinated Notes, $23,000;

(C) Robbins Series C Bonds due 2024, $21,000, Robbins Series C
     Bonds due 2009, $7,000, and Robbins Series D Bonds, $2,000;
     and

(D) 6-3/4% Senior Notes, $7,093,000.

As previously announced, Foster Wheeler intends to modify the
terms of the exchange offer. The modified terms and conditions of
the exchange offer are set forth in Foster Wheeler's registration
statements on Form S-4 (File Nos. 333-107054 and 333-117244) filed
on July 8, 2004. The amended exchange offer is subject to review
by the Securities and Exchange Commission and other regulatory
agencies, and revised offering materials will be distributed as
soon as practicable.

The dealer manager for the exchange offer and consent solicitation
is Rothschild Inc., 1251 Avenue of the Americas, 51st floor, New
York, New York 10020. Contact Rothschild at 212-403-3784 with any
questions on the exchange offer.

The exchange agent for the exchange offer is the Bank of New York,
London Branch.

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

Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the proposed exchange offer because they contain
important information: (1) the registration statements on Form S-4
(File Nos. 333-107054 and 333-117244) and (2) the Schedule TO
(File No. 005-79124). These and any other documents relating to
the proposed exchange offer, when they are filed with the SEC, may
be obtained free at the SEC's Web site at http://www.sec.gov/You  
may also obtain these documents for free (when available) from
Foster Wheeler by directing your request to: John A. Doyle; email
john_doyle@fwc.com; telephone 908-730-4270; and address Foster
Wheeler Inc., Perryville Corporate Park, Clinton, NJ 08809-4000.

                     About Foster Wheeler

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


FRESH CHOICE: Plans to File Voluntary Petition Under Chapter 11
---------------------------------------------------------------
Fresh Choice, Inc. (Nasdaq:SALD) announced a strategic shift
toward focusing on its core markets and its intention to file a
voluntary petition to reorganize under Chapter 11 of the U.S.
Bankruptcy Code in the Bankruptcy Court for the Northern District
of California on Monday, July 12, 2004. The Company will continue
to operate 46 restaurants primarily located in Northern
California.

In anticipation of this filing, Fresh Choice's Board of Directors
has elevated Tim O'Shea to the new position of President and COO
and promoted David E. Pertl to Executive Vice President and CFO.
Mr. O'Shea was formerly Fresh Choice's Executive Vice President
and COO and Mr. Pertl was Senior Vice President and CFO. Everett
(Jeff) Jefferson will continue with the Company in the role of
Chief Executive Officer and will focus his attention on the
reorganization.

Mr. Jefferson said, "As a first step in our reorganization, Fresh
Choice closed 10 of its 56 locations. These locations, which were
closed last week, were primarily located in Southern California,
Texas and Washington. We continue to operate 31 restaurants in our
core Northern California market, as well as 6 in Southern
California, 2 in Washington and 7 in Texas."

Mr. Jefferson said further, "The Company intends to seek
protection under Chapter 11 of the U.S. Bankruptcy Code in order
to facilitate a reorganization of our remaining 46 operations and
a restructuring of our financial affairs. We firmly believe that
upon emerging from Chapter 11, Fresh Choice will be stronger in
terms of cash flow and operating flexibility."

Mr. Jefferson concluded, "We will continue to focus on providing
an exceptional dining experience to every guest. We are fortunate
to have very dedicated employees who I am confident will continue
to focus on our 'guest-first' philosophy."

Fresh Choice, Inc. continues to operate 46 restaurants 43 of which
are under the Fresh Choice and Zoopa brand names in California
(37), the state of Washington (2) and Texas (4). The Company's
Fresh Choice and Zoopa restaurants offer customers an extensive
selection of high quality, freshly-prepared traditional and
specialty salads, hot pasta dishes, pizza, soups, bakery goods and
desserts in a self-service format. In addition, the Company
operates one Fresh Choice Express restaurant, one dual branded
Fresh Choice Express and licensed Starbucks retail store and one
stand-alone licensed Starbucks retail store in Texas.

                             *   *   *   

In its Form 10-Q for the quarterly period ended March 21, 2004
filed with the Securities and Exchange Commission, Fresh Choice,
Inc. reports:

                   Liquidity and Capital Resources

"The Company's primary capital requirements have been for the
expansion of its restaurant operations and remodeling of its
restaurants.  The Company has traditionally financed these
requirements with funds from equity offerings, cash flow from
operations, landlord allowances, capital equipment leases and
short-term bank debt.  The Company does not have significant trade
receivables or inventory and receives trade credit based upon
negotiated terms in purchasing food and supplies.

"The Company intends to finance its operating cash requirements
and fiscal 2004 capital requirements through existing cash
balances, cash provided by operations and its borrowing
arrangements.  However, the Company's operating cash flow is
impacted by the Company's comparable store sales increases or
decreases as well as the Company's newer restaurants' sales
performance.  The Company's comparable store sales increased 1.2%
in the first quarter of 2004 but the average sales of the seven
newer stores, opened less than eighteen months and open for both
lunch and dinner, averaged 37.9% below the comparable-store
average sales.  The Company expects comparable store sales to
continue to improve and the sales performance of its newer
restaurants to improve, but there can be no assurance that
comparable store sales will improve or newer restaurant sales will
improve.  In addition, the Company may seek additional financing
to provide greater flexibility.  There can be no assurance that
the Company will be able to obtain additional financing when
needed on acceptable terms or at all.  To the extent operating
cash flow declines, or financing cannot be obtained, the Company
intends to further curtail its capital spending plans in 2004 and
beyond."


GLOBALNET INTERNATIONAL: Has Until August 14 to File Schedules
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
gave GlobalNet International, LLC and its debtor-affiliates more
time to file their schedules of assets and liabilities, statements
of financial affairs and lists of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1).  The Debtor
has until August 14, 2004 to prepare and deliver these financial
disclosure documents.  

Headquartered in New York, New York, GlobalNet International LLC
is engaged in the wholesale global telecommunications business.
The Company filed for chapter 11 protection on June 30, 2004
(Bankr. S.D. N.Y. Case No. 04-14488).  Scott S. Markowitz, Esq.,
at Todtman, Nachamie, Spizz & Johns, P.C., represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of over
$1 million and estimated debts of more than $10 million.


GULFMARK OFFSHORE: S&P Assigns Proposed $155M Note Rating at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured ratings on GulfMark Offshore Inc. and
assigned its 'BB-' rating to GulfMark's proposed $155 million
senior unsecured offering due 2014.

The outlook remains negative.

The ratings affirmation follows a review of GulfMark in light of
the proposed refinancing of its existing $130 million notes due
2008 with the issuance of $155 million senior notes due 2014.

"Proceeds from the proposed notes exceeding any redemption
premiums and financing fees, roughly $18 million, will be used to
repay outstanding borrowings on GulfMark's credit facility and for
general corporate purposes," noted Standard & Poor's credit
analyst Paul B. Harvey. "In Standard & Poor's review of the $155
million senior notes, no notching was taken, despite its junior
position to the secured credit facility," he continued.

GulfMark is a provider of premium offshore vessels, with a fleet
consisting of 52 vessels as of June 30, 2004. GulfMark's strategy
is to focus on modern, technologically advanced vessels that can
be employed on a term basis, emphasizing geographic regions with
deepwater areas where there is long-term structural development
and production work. GulfMark's North Sea market (71% of 2003
revenues) is its mainstay, and its Southeast Asian (17% of
revenues) and Brazilian (12% of revenues) markets provide
diversity and the potential for growth in its deepwater fleet.

The negative outlook reflects GulfMark's reduced cash flow and
increased borrowings from its credit facility. Standard & Poor's
expects that new-vessel spending will be limited to the current
three vessels under construction, and that GulfMark will focus on
debt repayment in 2005. If GulfMark continues its fleet expansion
at the expense of debt repayment, ratings would be lowered.


HARTCOURT COMPANIES: Auditors Raise Going Concern Doubt
-------------------------------------------------------
The Hartcourt Companies, Inc. signed a definitive agreement to
purchase 51% percent equity interest in ServiceNet.  The Company
said 3,576,751 common shares and RMB3 Million (US$364,000) in cash
had not been issued or paid as of March 31, 2004.

Hartcourt's principal capital requirements during the year 2004
are to fund (by issuing additional stock) the acquisitions of
growth and profitable, IT related operating companies in China.  
During the three months ended March 31, 2004, Hartcourt raised
necessary funds to carry out its plans of acquisitions by selling
its own common shares to selected investors and bringing in
business partners whose contributions included the necessary cash.

As shown in the Company's financial statements, Hartcourt incurred
a net gain of $57,842 for the three months ended March 31, 2004 as
compared to a net loss of $186,916 for the same period in 2003. In
addition, Hartcourt's current assets exceeded its current
liabilities by  $11,101,999 at March 31, 2004. All above factors
show that Hartcourt has improved substantially on its cash flow
position.

However, to support the expansion plan of existing subsidiaries in
the IT Product Marketing business and to meet Hartcourt's
requirements in its acquisition plan, the Company has continued to
raise funds from capital markets. The plan includes: 1) settlement
of all outstanding litigation and disputes. 2) raise funds in
private placements.

As of March 31, 2004, Hartcourt had working capital of
US$11,101,999.  Its working capital requirements over the next 12
months will include capital necessary for capital injection into
the current business due to expansion and for making additional
acquisitions.  In addition to working capital on hand, management
believes that the Company will need an additional $3 to $4 million
of working capital to fund its proposed plan of operations.
Management intends to obtain the required capital through a
combination of bank debt and sales of Company equity securities.  
However, there are no commitments or agreements on the part of
anyone to provide Hartcourt with additional bank financing or to
purchase its securities.  If unable to raise the additional $2 to
$3 million of working capital, Hartcourt's proposed plan of
operations may be adversely affected.

The report of the Company's independent accountants for the fiscal
year ended December 31, 2003 states that due to recurring net
losses from operations and the absence of an established source of
revenue, there is substantial doubt about Hartcourt's ability to
continue as a going concern.

The Hartcourt Companies, Inc., incorporated in Utah in 1983, is a
growth oriented company in the China's IT distribution and retail
sectors.  There are four main operations in this sector which are
all located in China: 1) HuaQing Corporate Development Co., Ltd.,
located in Shanghai, China, a key distributor for Samsung
Electronics, helps customers build their own PC system with
components, technology and after sales support, 2) Guangdong
NewHuaSun Computer Co., Ltd., a similar business to HuaQing,
located in the Guangdong province covering the Southern China
market, 3) Shanghai GuoWei Science and Technology Co., Ltd., a PC
retailer in the Shanghai area with 13 retail outlets, and 4)
Wenzhou ZhongNan Computer Group, a PC retailer covering the
Zhejiang province. Through the strategic acquisition of
controlling interest in profitable companies with leadership
positions in regional markets, Hartcourt intends to integrate and
consolidate the businesses to reach economy of scale and operating
efficiency.


HUDSON STRAITS: S&P Rates Class E Deferrable Notes at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Hudson Straits CLO 2004 Ltd./Hudson Straits CLO 2004
Corp.'s $413 million floating-rate notes and preference shares due
2015.
    
The preliminary ratings are based on information as of July 9,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to more junior
        classes;

     -- The transaction's cash flow structure, which has been
        subjected to various stresses requested by Standard &
        Poor's;

     -- The experience of the servicer; and

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

                  Preliminary Ratings Assigned
     Hudson Straits CLO 2004 Ltd./Hudson Straits CLO 2004 Corp.

  Class                           Rating        Amount (mil. $)
  A-1 variable funding note       AAA                Up to 90.0
  A-2                             AAA                     200.0
  B                               AA                       31.5
  C deferrable                    A                        23.5
  D deferrable                    BBB                      23.0
  E deferrable                    BB                       10.0
  Preference shares               N.R.                     35.0
  N.R.-Not rated.


HUMANA TRANS: Net Losses Trigger Going Concern Doubt
----------------------------------------------------
Humana Trans Services Holding Corporation incurred recurrent
net losses -- $3,906,934 for the six months ended March 31, 2004,
and $3,746,760 for the three months ended March 31, 2004.  At
March 31, 2004, current liabilities exceed current assets by
$1,404,562.  Financing recently has been from stockholder
advances, factoring of accounts receivable and equity capital.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

It is the intention of the Company's management to improve
profitability by significantly reducing operating expenses and to
increase revenues significantly, through growth and acquisitions.
The Company anticipates that in order to fulfill its plan of
operation, including payment of certain past liabilities of the
Company, it will need to seek financing from outside sources. The
Company is currently pursuing a private and public placement of
equity and also is actively pursuing discussion with one or more
potential acquisition or merger candidates. There is no assurance
that the Company will be successful in raising the necessary funds
nor is there a guarantee that the Company can successfully
execute any acquisition or merger transaction with any company or
individual or if such transaction is effected, that the Company
will be able to operate such company profitably or successfully.
The ultimate success of these measures is not reasonably
determinable at this time. These factors raise substantial doubt
about the Company's ability to continue as a going concern.

On May 7, 2004, Humana entered into a Letter of Intent with Emcore
Professional Employers, Inc., of Greenville, North Carolina,
whereby the Company will acquire 100% of the issued and
outstanding shares of common stock of Emcore, for approximately
60% of the then issued and outstanding shares of Humana.

The Letter of Intent is contingent upon certain conditions, one of
which is the obtaining of $5,000,000 of equity financing, along
with the proposed "spin-out" of the recruiting and staffing
business of the Humana.

The transaction must close by August 30, 2004, unless extended by
mutual consent for an additional period of ninety (90) days.

Humana Trans Services Holding Corp., formerly Steam Cleaning USA,
Inc., formerly TTI Holdings of America Corp was incorporated in
November 1994 under the laws of the State of Delaware under the
name Thermaltec International, Corp. On May 18, 2001, Thermaltec
changed its name to TTI Holdings of America Corp. From its
inception until July 2001, TTI was primarily engaged in the
thermal spray coating industry in the U.S. and Costa Rica. In July
2001, TTI divested the operations of its thermal spraying
business, formerly consolidated in its wholly-owned subsidiary
Panama Industries, Ltd, to its shareholders of record as of June
22, 2001 in the form of a stock dividend on the basis of one (1)
share of Panama for every three (3) shares of TTI owned (the
"Panama Spin-off"). Accordingly, as of July 2, 2001, TTI was no
longer in the thermal spraying business and has been operating as
a holding company focused on developing new business
opportunities.


INDEPENDENCE COURT: US Trustee to Meet with Creditors on Aug. 3
---------------------------------------------------------------
The United States Trustee will convene a meeting of Independence
Court of Ormond Beach Associates LP's creditors at 1:30 p.m., on
August 3, 2004 in Suite 1-200 at 300 North Hogan Street,
Jacksonville, Florida 32202.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Pittsburgh, Pennsylvania, Independence Court of
Ormond Beach Associates LP operates an assisted living facility.
The Company filed for chapter 11 protection on June 21, 2004
(Bankr. M.D. Fla. Case No. 04-06355).  Albert H. Mickler, Esq., at
Mickler & Mickler represents the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed $342,120 in total assets and $6,185,065 in total debts.


INTERPOOL INC: Fitch Assigns CCC+ Ratings To Preferred Stock
------------------------------------------------------------
Fitch Ratings affirms Interpool, Inc.'s senior secured, senior
unsecured, and preferred stock ratings at 'BB-', 'B', and 'CCC+',
respectively. The ratings are removed from Rating Watch Negative
where they were placed on Oct. 10, 2003. The Rating Outlook is
Positive. Approximately $322 million of debt and trust-preferred
securities are affected by Fitch's action.

The Rating Watch Negative was removed as Interpool has completed
its financial restatement for fiscal years 2000, 2001, and 2002
with a negligible impact to credit fundamentals. While the company
is not yet current with its Securities and Exchange Commission  
financial statement filings, Fitch has gained confidence that the
company is ahead of the schedule announced in November 2003 to be
in compliance with SEC financial statement reporting deadlines by
the end of 2004. Interpool has also been successful at maintaining
an acceptable liquidity position through sourcing new secured
financing and consistent retention of meaningful unrestricted cash
balances.

The Positive Rating Outlook reflects Fitch's view that Interpool
will continue its progress at becoming a timely SEC filer and also
considers an expected strengthening of the company's information
technology, accounting, and legal infrastructure resulting from
the implementation of recommendations from Morrison and Foerster,
LLP's forensic review of the company's operations. These
improvements, when completed, will enable the company to better
monitor, manage, and track equipment as well as improve the
efficiency and integrity of its billing and cash management
systems.

Other strengths focus on the company's liquidity position. Despite
full utilization of its revolving credit facility, Interpool has
over $100 million of unrestricted cash on hand, in addition to
generating roughly $40 million-$50 million of cash from operations
before capital expenditures, on a quarterly basis. Combined, these
should be sufficient to address the company's debt service
requirements over the next 12 months. However, Interpool is also
in the process of negotiating additional financings that would,
over the long term, simplify the capital structure and provide
additional liquidity resources. Completion of any new financings,
in addition to providing additional liquidity, would allow
opportunities to accelerate growth of the equipment fleet.
However, depending upon the terms and conditions, they may cause
the notching between the secured and unsecured ratings to be
expanded.

Fitch also believes that Interpool's core balance sheet
fundamentals remain adequate. As the company has not been
aggressively growing its equipment fleet while at the same time
repaying debt, financial leverage has declined. Fitch believes
that leverage, defined as debt divided by equity with 65% equity
credit to the $75 million trust-preferred security, has declined
to below 3.65 times (x) as of June 30, 2004 from 4.01x at Sept.
30, 2003. Interpool's risk-adjusted capitalization also remains
strong, as the adjusted-to-required equity ratio has been near
1.0x over the past several years.

Interpool is also facing favorable conditions in both the
intermodal container and chassis leasing businesses. Fiscal 2004
has seen new container prices increase by approximately 40% and,
more importantly, prices are now higher than they were in 1999.
Many containers leased in 1999 are now up for renewal in 2004. Due
to the nearly one to one correlation of container prices to lease
rates, it is anticipated that Interpool may be able to improve its
lease margins for containers subject to lease renewal. However,
the company's strategy of leasing containers predominantly on a
long-term basis means that only a small portion of the fleet
renews each year, and therefore, a noticeable earnings boost
should not be expected in the short term. Nevertheless, Fitch
views Interpool's long-term leasing strategy favorably as it can
help mute income volatility over time.

Concerns center on Interpool's delinquent SEC financial filing
status. Should the company fail to complete its 2003 10-K by Aug.
31, 2004, it would be forced to seek another round of waivers from
its bank group. Fitch notes that creditors have been cooperative
in the past when many of the company's credit metrics were weaker
and greater uncertainty surrounded Interpool's future direction.
Additional concerns center on the company's limited supply of
unencumbered assets. Some previously unpledged assets have been
pledged to secured lenders over the past nine months to secure new
financing. While this has afforded time to complete the
restatement of the 2000, 2001, and 2002 financials, it has
affected the position of senior unsecured creditors in the capital
structure.

Other concerns focus on Interpool's lack of access to the public
equity capital markets. While leverage and capitalization is
currently solid, lack of access to public equity capital limits
the ability to grow assets at a rate beyond the company's own
internal capital formation rate.

Fitch also believes that Interpool has modestly increased its cost
base through the hiring of additional accountants, legal staff,
information technology staff, and the engagement of additional
internal auditors, as well as the deployment of new computer
hardware and software. These additions, while necessary to support
the company's operational integrity, may have a modest impact on
profit margins.

Tracing its roots to 1968 and based in Princeton, NJ, Interpool,
Inc., through its subsidiaries, is the largest lessor of domestic
chassis and, in combination with 50% owned subsidiary Container
Applications International, the largest lessors of marine
containers in the world.


KIWA BIO: Inks Letter of Intent With Reforestation Technologies
---------------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation (OTCBB:KWBT) signed a
cooperative Letter of Intent with Salinas, California based
Reforestation Technologies International, Inc.

The LOI is intended as a marketing agreement whereby KIWA will
market RTI's products in the China market utilizing its sales and
distribution channels.

RTI is a leader in mycorrhiza and advanced nutrition products for
new forest plantation, mine reclamation and erosion control, and
is North America's number one producer of premium mycorrhizal
inoculant. Their Planter Pak Technology combines a sophisticated
blend of controlled release fertilizers in a simple and highly
effective "Root Zone Delivery" system. Planters Paks are safe to
handle, economical and been shown to consistently increase plant
biomass by 240% to 400% over non-treated seedlings in the first
three to five years. RTI's proven technology has been used for
over a decade in Reforestation, Mine Reclamation, Land Restoration
and Ornamental Applications.

Wei Li, Chairman and CEO of KIWA stated, "KIWA is pleased to enter
into this alliance with RTI. Their premium mycorrhizal products
are best used in native vegetation restoration, forestry and
agriculture due to their ability to form an extensive hyphal
network in soil." Li continued, "Desertification has been claiming
land at the speed of 600,000 acres per year in China since the
1990s. Currently, total desertification in China stands at
650,000,000 acres, which is 27.3% of the total area of the
country. Among this land, close to 20,000,000 acres are arable
lands. Reforestation has been a continuous effort that may reach
up to 7,000,000 acres per year." Li added, "To enhance our product
offerings and shorten the product development cycle, Kiwa is
continuously focused on forming relationships with selected
companies in the United States whose products complement what KIWA
is already doing in China. By increasing the number and diversity
of products we offer to the marketplace, KIWA will establish
itself as a key supplier of bio-agricultural products in China and
eventually in the US markets as well."

For more information on KIWA and its products, please refer to the
website at: http://www.kiwabiotechgroup.com/   

         About KIWA Bio-Tech Products Group Corporation

KIWA develops, manufactures and distributes innovative, cost-
effective, and environmentally-safe bio-technological products to
agricultural and environmental protection markets. The Company's
goal is to have people in China and elsewhere in the world eat
healthier, drink cleaner and live longer. The Company is a pioneer
in commercialization of biotechnology, having an offshore
manufacturing base in Shandong Province, China and distributing
bio-tech products worldwide.

As reported in the Troubled Company Reporter's June 17, 2004
edition, on May 5, 2004, the Board of Directors of Kiwa Bio-Tech
Group Corporation resolved to dismiss Pritchett, Siler & Hardy,
P.C. as its independent public accountants. In addition, on May 5,
2004, the Company's Board of Directors resolved to engage
Grobstein, Horwath & Company LLP as the Company's new independent
accountants to audit its financial statements for the fiscal year
ended December 31, 2004. The change was made as a result of the  
previously announced merger of the Kiwa Bio-Tech and Kiwa Bio-
Tech Products Group, Ltd., which became effective on March 12,  
2004.
  
Pritchett, Siler & Hardy, P.C.'s report on the Company's  
consolidated financial statements for the fiscal year ended  
December 31, 2003, included an explanatory paragraph expressing  
concern about the Company's ability to continue as a going  
concern.


LAIDLAW: IRS Wants Court to Allow $8 Million Claim
--------------------------------------------------
Henry J. Riordan, Trial Attorney of the Tax Division of the U.S.
Department of Justice, in Washington, D.C., argues that the
Internal Revenue Service can't be sued.

According to Mr. Riordan:

   -- the Reorganized Debtors failed to state a claim on which
      protection may be granted in regard to the withdrawn or
      dismissed tax claims;

   -- the Reorganized Debtors' suit for a tax refund and
      objection to the allowance of any withdrawn or dismissed
      tax claims is barred by the sovereign immunity of the
      United States;

   -- the Reorganized Debtors failed to file a claim for tax
      refund in accordance with Section 7422 of the Internal
      Revenue Code and Section 505(a)(2) of the Bankruptcy Code;

   -- the Reorganized Debtors' claim for a tax refund is barred
      by the applicable statue of limitations;

   -- the Reorganized Debtors' claims are subject to recoupment
      or set-off under Section 6402(a) of the Internal
      Revenue Code, the common law, and Section 553 of the
      Bankruptcy Code;

   -- Laidlaw Transportation, Inc., as common parent corporation  
      of a consolidated group, is the sole agent for each member
      of the group, and each member of the consolidated group
      is severally liable for any tax debts; and

   -- the Reorganized Debtors' complaint may be barred, in whole
      or in part, under the doctrine of res judicata and
      collateral estoppel.

The United States of America, on the IRS's behalf, therefore,
asks the Court to:

   -- allow IRS's $8,022,036 Claim as filed; and

   -- dismiss the Debtors' suit for a refund of taxes.

(Laidlaw Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


LANTIS EYEWEAR: Wants to Employ RAS as Management Consultant
------------------------------------------------------------
Lantis Eyewear Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to hire RAS
Management as management advisors and business consultants.  The
Debtor says it needs RAS Management's guidance in evaluating its
operations, maximizing its realizable value and conforming to the
financial requirements of a debtor-in-possession.

RAS Management will:

   (1) review and evaluate Lantis' current operational
       turnaround initiatives, business plans and financial
       projections;

   (2) review and evaluate significant operational aspects of
       Lantis' business and identify key profit improvement
       opportunities;

   (3) review and evaluate any and all asset and operational
       valuation data and assist in preparing an independent
       valuation analysis;

   (4) assist Lantis in evaluating a strategic business plan
       designed to maximize value;

   (5) assist Lantis in the discharging its debtor-in-possession
       duties and functions, as requested by Lantis or its
       counsel;

   (6) consult with Lantis' management and counsel in connection
       with operation, financial, and other business matters
       relating to Lantis' ongoing activities;

   (7) interface with accountants and other financial
       consultants for committees and other creditors' groups;
       and

   (8) assist with other matters as Lantis' management or
       counsel may request from time to time.

Paul E. Gricus, Lantis' Chief Financial Officer, discloses that
RAS Management has been rendering consulting services to the
Debtor since August 16, 2001.  Since that time, RAS Management has
become familiar with the Debtor and has garnered information
necessary to deal effectively with many of its needs and problems
that may arise in its Chapter 11 case.

Lantis is in the process of retaining Houlihan Lokey Howard &
Zukin as its investment banker.  Mr. Gricus assures the Court that
the services to be rendered by Houlihan Lokey will not be
duplicative of the services to be rendered by RAS Management.

Before the Petition Date, Lantis paid RAS Management $1,305,000 in
the aggregate in the ordinary course of its business for
prepetition services rendered.  RAS Management holds a $20,000
retainer for application to postpetition services.  RAS
Management's hourly rates are not disclosed.

Headquartered in New York, Lantis Eyewear Corporation --
http://lantiseyewear.com/-- is a leading designer, marketer and  
distributor of sunglasses, optical frames and related eyewear
accessories throughout the United States.   The Company filed for
chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.
04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,
Hyland & Perretti, LLP, represents the Debtor.  When the Company
filed for protection from its creditors, it listed $39,052,000 in
total assets and $132,072,000 in total debts.


LOEWS CINEPLEX: S&P Assigns Corporate Credit Rating At B
--------------------------------------------------------
Standard and Poor's Ratings Services assigned its 'B' corporate
credit rating to Loews Cineplex Entertainment Corp. At the same
time, a 'B' bank loan rating and a recovery rating of '3' were
assigned to Loews' proposed $720 million of secured bank
facilities, indicating expectations for a meaningful recovery of
principal (50%-80%) in a default scenario. In addition, a 'CCC+'
rating was assigned to the company's proposed $415 million of
senior subordinated notes due 2014.

On a pro forma basis, the New York, New York-based theater chain
will have about $2 billion in debt. The outlook is positive.

"The ratings on Loews reflect its exposure to the mature and
competitive U.S. movie exhibition industry, high fixed costs,
unpredictable film product quality, strong competition from both
existing competitors and alternative entertainment sources, and
its aggressive financial profile," said Standard & Poor's credit
analyst Steve Wilkinson. These factors are only partly mitigated
by the group's position as the third largest U.S. film exhibitor,
improved market conditions in the U.S. in the past three years,
benefits to Loews' asset quality from rejecting leases in
bankruptcy and splitting off its Canadian circuit, a strong market
position in the high margin Mexican market, and some limited
earnings diversity provided by its Spanish and South Korean joint-
venture film exhibition operations.

Loews' U.S. operations--1,488 screens in 140 theatres--account for
about 70% of the group's theater level cash flow, and primarily
are focused in densely populated cities. Loews' strategic focus on
large urban markets exposes it to intense competition for
audiences and high fixed rental costs, which contribute to EBITDA
margins below industry peers and more than offset the benefits of
favorable consumer and advertiser demand. Loews' large market
strategy also creates some earnings concentration, particularly in
the greater New York metro area, where a large portion of the
company's U.S. earnings is generated. Even so, the company's
competitive position in the U.S. is somewhat protected by its good
theater quality and its favorable position in key markets. Loews'
Mexican operations, which account for about 20% of earnings,
generate strong operating margins, supported by a concentrated
market structure and relatively low operating costs, and
significant flexibility under its theater lease agreements, where
about 25% of leases are percentage rent only leases.  


MARINER HEALTH: Inks $1 Bil. Merger Pact with National Senior Care
------------------------------------------------------------------
Mariner Health Care, Inc. (OTCBB: MHCA) entered into a Merger
Agreement with National Senior Care, Inc.  Under the terms of the
merger agreement Mariner shareholders will receive $30 in cash for
each share of Mariner's Common Stock, representing a premium of
49% based on yesterday's closing price of $20.10.  The transaction
is valued at approximately $1.0 billion, including the assumption
or satisfaction of Mariner's debt obligations of approximately
$385 million.  Mariner's Board of Directors unanimously approved
the transaction following the receipt of a fairness opinion from
J.P. Morgan Securities Inc. as to the consideration to be received
by the Mariner stockholders.

C. Christian Winkle, Chief Executive Officer of Mariner  
stated, "As a management team, we are pleased to be able to  
deliver this value to Mariner's stockholders. National Senior  
Care has recognized the value of the company that we have built  
and we look forward to working with them to complete the merger.   
Once the merger is complete, National Senior Care is committed to  
ensuring that we continue to best serve the needs of our patients  
and their families, as well as the employees who provide their  
care."

The closing of the transaction is subject to various  
conditions contained in the merger agreement, including the  
approval by Mariner's stockholders and the receipt of financing.   
Additional conditions include regulatory, governmental and  
licensing approvals and other closing conditions. The transaction  
is anticipated to close during the fourth quarter of 2004.

In accordance with the Merger Agreement, a $40 million irrevocable
bank letter of credit has been obtained to secure the payment of
the break-up fee payable to Mariner under certain circumstances.  
In the event that Mariner terminates the Merger Agreement under
certain circumstances, it may be required to pay NSC a break-up
fee of $20 million.

Mariner has been advised that SMV Property Holdings, LLC and its
affiliates, entities affiliated with Rubin Schron, have applied
for a portion of the financing required in connection with this
transaction, to Column Financial, an affiliate of Credit Suisse
First Boston LLC.  SMV and its affiliates intend to use the
proceeds from that portion of the financing together with $200
million in equity committed by SMV's affiliates in connection with
the completion of the transactions contemplated by the Merger
Agreement. Additional debt and equity financing will be sought
from banks and other sources.

J.P. Morgan Securities, Inc. and Houlihan, Lokey, Howard & Zukin
acted as financial advisors to the Board of Directors of Mariner.  
Powell Goldstein acted as counsel to Mariner and Wachtell, Lipton,
Rosen & Katz acted as Special Counsel to the Board of Directors of
Mariner.  NSC has retained MetCap Securities, LLC to act as its
financial advisor and Baker & McKenzie to act as its counsel.  SMV
and its affiliates have retained CSFB to act as their financial
advisor and Jenkens & Gilchrist Parker Chapin to act as their
counsel.

                  About National Senior Care

Affiliates of NSC, control more than 50 long-term health  
care facilities located throughout the country with facility  
concentrations in Texas, North Carolina and South Carolina and  
generally lease these facilities to unaffiliated, third party,  
licensed long-term care operators.  NSC is an entity that has  
been formed for the purpose of completing the transactions  
contemplated by the Merger Agreement.

                  About Mariner Health Care

Mariner, headquartered in Atlanta, Georgia, is one of the largest
long-term care operators in the United States.  Mariner, through
its subsidiaries and affiliates, operates 263 skilled nursing and
assisted living facilities as well as eleven long-term acute care
hospitals representing approximately 31,600 beds across the
country.  Additional company information is available at
http://www.marinerhealth.com/    

A full-text copy of the Agreement and Plan of Merger between  
Mariner and NSC is available for free at:

   http://www.sec.gov/Archives/edgar/data/882287/000095014404006774/g89855exv2w1.txt

(Mariner Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


MEDIA GROUP INC: Case Summary & 25 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Media Group, Inc.
             102-3 Hamilton Avenue
             Stamford, Connecticut 06902

Bankruptcy Case No.: 04-50845

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      American Direct Marketing, Inc.            04-50846
      International Media, Inc.                  04-50847

Type of Business: The Debtor is a distributor and direct
                  marketer of automotive additives and general
                  merchandise.

Chapter 11 Petition Date: July 9, 2004

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsels: Douglas S. Skalka, Esq.
                   Neubert Pepe and Monteith
                   195 Church Street 13th Floor
                   New Haven, CT 06510
                   Tel: 203-821-2000

                                 Total Assets    Total Debts
                                 ------------    -----------
Media Group, Inc.                 $10,915,723    $14,743,552
American Direct Marketing, Inc.    $3,216,642     $7,280,346
International Media, Inc.          $5,159,038        $10,048

A. Media Group, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
HUPA International, Inc.      Litigation/product      $1,426,573
21717 Ferrero Parkway         dispute
Walnut, CA 91789

Walgreens                     Product returns           $625,000
P.O. Box 4025
Denville, IL 61834

Crescent Marketing, Inc.      Manufacturing/            $517,776
10285 Schaffstall Road        Shipping
North Collins, NY 14111

Dale Puziss, et al.           Texas Class action        $396,297
c/o Sandak Hennessey & Greco
LLP
970 Summer St.
Stamford, CT 06905

Phoenix International         Advertising               $330,000
Raceway
1801 W. Int'l Speedway Blvd.
Daytona Beach, FL 32114

Shenzhen Universal            Product                   $260,000
Industries
Hubei Baofeng Bldg, Rm. 1103
1054 Bosoan Road South
Shenzhen, China

Reliance Asset Management     Rent                      $258,040
422 Summer St.
Stamford, CT 06901

Alexander H. Schwartz, Esq.   Attorney Fees             $235,042

Target                        Product return            $155,000

Hall Dicker Kent Friedman     Attorney Fees             $134,631

Telamerica Media              Advertising               $125,000

Yellow Freight                Shipping                  $123,000

Varnum, Riddering, Schmidt    Attorney's Fees            $95,000

Curtis Packaging              Packaging                  $88,362

Cantor Colburn                Attorney's Fees            $75,000

Coast to Coast                Fulfillment Services       $63,722

Storeh Amini & Munves         Attorney's Fees            $59,807

Saint-Gobaia Calmar, Inc.     Product                    $57,000

Menasha Packaging Co.         Packaging                  $53,694

Dinsmore & Shohl              Attorney's Fees            $52,882

B. American Direct Marketing's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Villandry LLC & Blue Ridge    Lawsuit                 $2,000,000
Int'l
c/o Lucio, Bronstein &
Garbett
80 S.W. Eighth St., Ste 3100
Miami, FL 33130

Raymond Tuppatsch             Lawsuit                   $600,000
American Industrial Services
c/o Miller & Martin
1200 One Nashville Place
150 Fourth Ave. North
Nashville, TN 37219

Crescent Marketing            Trade                     $231,168

C. International Media, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Villandry LLC & Blue Ridge    Lawsuit                 $2,000,000
Int'l
c/o Lucio, Bronstein &
Garbett
80 S.W. Eighth St., Ste 3100
Miami, FL 33130

Raymond Tuppatsch             Lawsuit                   $600,000
American Industrial Services
c/o Miller & Martin
1200 One Nashville Place
150 Fourth Ave. North
Nashville, TN 37219


METROMEDIA INT'L: Inks Pact to Sell Radio Unit to Communicorp
-------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia and the Republic of Georgia, has reached an agreement to
sell its wholly-owned radio business unit, Metromedia
International Inc. to Communicorp Group Limited for an aggregate
cash purchase price of $14.25 million. MII holds the Company's
interests in seventeen of the Company's remaining eighteen radio
businesses, which operate in Bulgaria, the Czech Republic,
Estonia, Finland and Hungary. Communicorp will acquire the
outstanding stock of MII for payments of $500 thousand (which was
received Friday), $13.0375 million at closing and $712.5 thousand
six (6) months after closing. The agreement with Communicorp
anticipates a closing within 60 days subject to the satisfaction
of certain closing conditions, including confirmatory due
diligence by Communicorp. Such due diligence is related to the
representations and warranties provided by the Company, including
but not limited to, the financial statements of MII as presented
by the Company, not having unrecorded liabilities in excess of
$3.0 million. The agreement also provides for an adjustment to the
cash purchase price, if the consolidated net assets of MII at
closing differ by more than two percent (2%) from the projected
amount the Company has provided to Communicorp. In a limited
number of circumstances, including in the event that Communicorp
identifies unrecorded liabilities in excess of $3.0 million prior
to closing, Communicorp will have the option to terminate the
agreement and receive repayment of the $500 thousand paid by it to
the Company. The Company anticipates that the sale of MII will
result in the recognition of a modest US GAAP book gain. However,
the Company will likely recognize a US tax basis loss on the sale
since the Company's tax basis is significantly higher than the
projected net cash proceeds.

Concerning the terms of the sale agreement, Ernie Pyle, Executive
Vice President and Chief Financial Officer of the Company,
commented, "Although this sale is subject to confirmatory due
diligence by Communicorp, we do not presently expect any surprises
which would result in termination of the agreement. We also do not
anticipate any significant adjustment to the purchase price as a
result of the true-up for net assets at closing."

Mark Hauf, Chairman and Chief Executive Officer of the Company,
also commented: "This sale of MII concludes the program of non-
core asset sales we began early in 2003. I'm very pleased with the
price our team negotiated for our remaining radio businesses and
trust that Communicorp will be pleased with these additions to its
radio portfolio. We have now essentially finished the fundamental
restructuring of the Company's business operations. With the
successful monetization of all former non-core business interests,
the management team can now turn attention to the complex task of
restructuring the Company's balance sheet."

Paddy Halpenny, President and Chief Executive Officer of
Communicorp, commented, "The MII radio businesses in Bulgaria, the
Czech Republic, Estonia, Finland and Hungary present the
Communicorp Group with exciting commercial opportunities in five
established markets in Central and Eastern Europe. With the global
economic upturn and considerably improved conditions within the
advertising markets in each of these jurisdictions, these
businesses are well positioned to prosper under the continuing
stewardship of the group management team led by Christo Grozev -
General Director, Catherine Tezcan - Finance Director and the
individual country managing directors. With this strong management
team under the strategic guidance and direction of the Communicorp
Group, and, in particular, its Chairman and media and telecoms
entrepreneur, Denis O'Brien, I am looking forward to growing these
businesses significantly in the future."

                About Metromedia International Group  

Through its wholly owned subsidiaries, the Company owns  
communications and media businesses in Russia, Europe and the  
Republic of Georgia. These include mobile and fixed line telephony  
businesses, wireless and wired cable television networks and radio  
broadcast stations. The Company has focused its principal  
attentions on continued development of its core telephony  
businesses in Russia and the Republic of Georgia, while  
undertaking a program of gradual divestiture of its non-core media  
businesses. The Company's core telephony businesses include  
PeterStar, the leading competitive local exchange carrier in St.  
Petersburg, Russia, and Magticom, the leading mobile telephony  
operator in the Republic of Georgia. The Company's remaining non-
core media businesses consist of 18 radio businesses operating in  
Finland, Hungary, Bulgaria, Estonia, and the Czech Republic and  
one cable television network in Lithuania.

                           *   *   *

As reported in the Troubled Company Reporter's June 24, 2004  
edition, Metromedia International Group, Inc., filed with the  
Securities and Exchange Commission its 2004 First Quarter Form 10-
Q. Simultaneously with the filing of the Current Quarterly Report  
with the SEC, the Company delivered a copy thereof to the Trustee  
of its 10 1/2 % Senior Discount Notes due 2007 and thereby cured a  
default condition within the specified cure period provided for  
under the Indenture governing the Senior Notes. As previously  
reported, the Trustee had advised the Company on May 18, 2004 that  
it must provide the Trustee with its Current Quarterly Report by  
July 16, 2004 or the Trustee would be forced to declare an Event  
of Default under the Indenture. Accordingly, the Company is  
currently in compliance with its SEC reporting requirements and  
the OTCBB trading eligibility requirements.


MORGAN RV INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Morgan RV Inc.
        dba Strawberry RV
        1905 South Frontage Road
        Plant City, Florida 33563

Bankruptcy Case No.: 04-13531

Type of Business: The Debtor is a motor vehicle dealer whose
                  business includes selling recreational
                  vehicles to end users from its place of
                  business in Plant City, Florida.
                  See http://www.strawberryrv.com/

Chapter 11 Petition Date: July 2, 2004

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: David W. Steen, Esq.
                  David W. Steen, P.A.
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: 813-251-3000

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
------                        ---------------       ------------
IRS Special Procedures                                  $217,640

Florida Dept. of Revenue      Florida State Sales       $105,894

E-Trade                       Used Units - Trade-in      $68,000
                              owed for loan of
                              Kennedy

Bank of the West              Used Units - Trade-in      $51,935
                              owed for loan of Troy
                              Duncan ($41,819) and
                              Trade-in owed for
                              loan of lowery

Florida Dept. of Revenue                                 $46,140

Bank of America               Used Unit - Trade-in       $29,000
                              Owed for Sullivan

Charter One Bank, NA          Trade-in owed for          $26,000
                              loan of Peterson

Elizabeth Ramsaran            Consignment unit            $7,000

Starcraft                                                 $6,697

Mr. & Mrs. Louis Nutt         Consignment unit            $6,000

Amex                                                      $5,391

Coast Distribution                                        $4,695

R-Vision                                                  $4,114

Unknown                       Consignment unit            $3,000

Sharp Accting                                             $2,320

FDN Communications                                        $2,108

Stag-Parkway, Inc.                                        $2,006

Media General Publishing                                  $1,885

TECO (Tampa Electric)                                     $1,408

Clear Channel                                             $1,305


NATIONAL SCHOLARSHIP: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sero/National Scholarship Service & Fund for Negro
        Students, Inc.
        aka NSSFNS Veterans Program
        P.O. Box 11409
        Atlanta, Georgia 30310

Bankruptcy Case No.: 04-95152

Type of Business: The Debtor is an organization that provides
                  financial assistance for continuing education.

Chapter 11 Petition Date: July 2, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Ray Mullins

Debtor's Counsel: Robert L. Simmons, Esq.
                  Simmons & Simmons
                  1037 R.D. Abernathy Boulevard, South West
                  Atlanta, GA 30310
                  Tel: 404-755-2474

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
Citizens Trust Bank                          $389,000
75 Piedmont Avenue
Atlanta, GA 30303

Fannie Mae Foundation                        $235,000

City of Atlanta                              $148,000

Hartwood II Vesta Holdings                    $70,000

City of Atlanta Water Department              $62,000

Georgia Department of Community Affairs       $60,000


NEWAVE INC: Reports $740,000 of Gross Revenues in June 2004
-----------------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWAV) a provider of membership-
based online products and services through its subsidiary
OnlineSupplier.com, booked a record $740,000 in gross revenue for
the month of June.

NeWave CEO Michael Hill stated, "I continue to be encouraged by
the strength of our business. We believe NeWave is positioned to
benefit from an ever expanding online economy and become a leading
player in e-commerce. Our focus will continue to be on driving top
line growth through increased membership from our diversity,
quantity and quality of our product offering."

He added, "Shortly we plan to begin the roll out of our national
radio advertising campaign utilizing our national celebrity
spokesman Bob Eubanks and we are extremely optimistic about the
response to the campaign."

                      About NeWave, Inc.

NeWave, Inc. through its wholly-owned subsidiary  
Onlinesupplier.com offers a comprehensive line of products and   
services at wholesale prices through its online club membership.   
Additionally, NeWave's technology allows both large complex   
organizations and small stand-alone businesses to create, manage,   
and maintain effective website solutions for e-commerce. To find   
out more about NeWave (OTC Bulletin Board: NWAV), visit   
http://www.newave-inc.com/or http://www.onlinesupplier.com/     

As reported in the Troubled Company Reporter's June 8, 2004   
edition, Kabani & Company's report on the Company's consolidated   
financial statements for the fiscal  years ended December 31, 2003
and December 31, 2002 included an explanatory paragraph wherein   
they expressed substantial doubt about NeWave's ability to
continue as a going concern.


NEW CENTURY: Capital Deficit Triggers Going Concern Doubt
---------------------------------------------------------
As of March 31, 2004, New Century Companies Inc.'s balance sheet
shows negative working capital of $3,075,942, an accumulated
deficit of $6,254,547 and the company reports recurring losses
from operations.  These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.

The Company intends to fund operations through increased sales and
debt and equity financing arrangements which management believes
may be insufficient to fund its capital expenditures, working
capital and other cash requirements for the fiscal year ending
December 31, 2004.  Therefore, the Company will be required to
seek additional funds to finance its long-term operations.  The
successful outcome of future activities cannot be determined at
this time and there is no assurance that if achieved, the Company
will have sufficient funds to execute its intended business plan
or generate positive operating results.

The Company is currently addressing its liquidity issue by the
following actions: The Company continues its aggressive program
for selling inventory that has been produced or is currently in
production.  The Company continues to implement plans to further
reduce operating costs.  The Company is continually seeking
investment capital through the public markets including through
its PPM.  However, there is no guarantee that any of these
strategies will enable the Company to meet its obligations for the
foreseeable future.


NEWMARKET TECH: Nevada Secretary of State Accepts Name Change
-------------------------------------------------------------
NewMarket Technology Inc. (OTCBB:IPVO) received notification from
the Secretary of State of Nevada that the name change to NewMarket
Technology Inc. has been accepted.  The Company will proceed
immediately with submitting the approved name change to NASDAQ to
affect a ticker symbol and CUSIP number change on the OTC Bulletin
Board.

The corporate name change is part of an overall communication plan
to convey the Company's expanding business in various market
sectors. NewMarket Technology Inc. sells emerging communication
technology solutions and services. NewMarket's initial technology
offering is a Voice over Internet Protocol (VoIP) solution. Over
the last six months the Company has added emerging communication
technology offerings specifically for the healthcare and homeland
security industries.

The Company generates additional revenue and exercises an economy
of scale strategy by including a comprehensive emerging technology
service and support offering as a critical component of the
overall business plan. The Company has already won lucrative
service contracts to support the emerging technology plans of high
tech companies in addition to providing a cost effective support
for their own emerging communication solutions.

"The name change reflects the Company's notable advances toward
the 2004 business plan objectives of rapidly building its revenue
base along with a focus on profitability," said Philip Verges, CEO
of NewMarket. "We are already approaching the annualized revenue
run rate previously announced as the year end objective. Recent
organic sales and the profitability of pending acquisitions are
accelerating the Company's profitability schedule. We also expect
the ticker symbol and CUSIP change to interfere with suspected
short stock sellers that are not complying with regulatory
timeframe requirements to purchase stock to fill short positions.
We encourage shareholders to contact their brokers and request a
confirmation that IPVoice certificates have been replaced with
NewMarket certificates once the ticker symbol change has been
affected with the OTCBB. Please do not hesitate to contact the
Company for more information."

                About NewMarket Technology Inc.   

NewMarket (currently undergoing a corporate name change from  
IPVoice Communications Inc.) is a six-year-old company that has  
reported as a research and development concern for most of its  
history. In 2002, NewMarket launched a new business plan, which  
resulted in the Company posting six consecutive profitable  
quarters through 2003 and establishing an annualized $15 million  
in revenue. The Company is actively acquiring early-stage  
proprietary technology companies and financially distressed  
systems integration companies in specific global markets. In 2003,  
NewMarket acquired Infotel Technologies in Singapore and IP Global  
Voice, led by CEO Peter Geddis, a former Executive Vice President  
and Chief Operating Officer of Qwest Communications (NYSE:Q). The  
Company recently acquired Medical Office Software Inc.,  
diversifying its communications technology offering into the  
healthcare industry. RKM IT Solutions of Caracas, Venezuela was  
also recently acquired as NewMarket's entry into the Latin  
American market.  

                          *   *   *

                Liquidity and Capital Resources

In the Form 10-QSB for the quarterly period ended March 31, 2004,  
NewMarket reports:

"At March 31, 2003, the Company had cash of $16,300 and a working   
capital deficit of $1,510,700 as compared to cash of $1,395,000  
and working capital surplus of $252,000 at March 31, 2004. This  
improved  working capital situation was due primarily to the  
implementation of the previously herein described new business  
model implemented in June 2002, which includes as part of the plan  
the acquisitions made over the last year. In addition we have been  
successful attracting investment capital to carry out this  
business model.

"Since inception, the Company has financed operations primarily   
through equity security sales and convertible debt. The nature of  
the growth strategy of the Company will require further funding to  
be acquired either through equity or debt. Accordingly, if  
revenues are insufficient to meet needs, we will attempt to secure  
additional financing through traditional bank financing or a debt  
or equity offering; however, because the rapid growth and nature  
of the acquisitions of the Company and the potential of a future  
poor financial condition, we may be unsuccessful in obtaining such  
financing or the amount of the financing may be minimal and  
therefore inadequate to implement our continuing plan of
operations. There can be no assurance that we will be able to  
obtain financing on satisfactory terms or at all, or raise funds  
through a debt or equity offering. In addition, if we only have  
nominal funds by which to conduct our operations, it will  
negatively impact our potential revenues."


NRG ENERGY: Completes Sale of McClain Generating Station to OGE
---------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) announced its affiliate, NRG McClain
LLC, has completed the sale of its 77 percent interest in the
McClain Generating Station to Oklahoma Gas & Electric Company
(OGE). The Oklahoma Municipal Power Authority will continue to own
the remaining 23 percent interest in the facility.

"Completing this transaction is another step in our program of
divesting noncore assets that allows us to focus our energies on
growing our core regional businesses," said David Crane, NRG
President and Chief Executive Officer. "The sale removes $156
million in debt from NRG's balance sheet and continues our efforts
towards reducing the leverage on NRG's balance sheet."

NRG reached an agreement with OGE in August 2003 on the sale of
NRG's interest in the 520-megawatt combined-cycle, natural gas-
fired facility located in Newcastle, Oklahoma. The purchase was
subject to approval from the Federal Energy Regulatory Commission
which was granted July 2.

WestLB AG's Global Specialized Finance Group represented the
secured lenders in this transaction.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. The
Company's 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: Nelson Debtors Resolve CSFB and PCL Industrial Claims
-----------------------------------------------------------------
Debtors LSP-Nelson Energy, LLC, and NRG Nelson Turbines, LLC, ask  
the Court to approve a settlement agreement, dated June 10, 2004,  
among the Nelson Entities, NRG Energy, Inc., PCL Industrial  
Construction, Inc., and Credit Suisse First Boston.  CSFB is the  
administrative agent under a Credit Agreement dated May 8, 2001,  
by and among NRG Finance Company I, LLC, the financial  
institutions from time to time parties to the credit agreement as  
lenders, CSFB, and each of the other agents and arrangers listed  
in the Loan Documents.   

Prior to the Nelson Debtors' Petition Date, LSP-Nelson and  
National Energy Production Corporation entered into a Turnkey  
Engineering, Procurement and Construction Agreement, dated  
December 21, 2000.  Samuel S. Kohn, Esq., at Kirkland & Ellis, in  
New York, relates that pursuant to the Nelson Agreement, NEPCO  
was to design, engineer, procure, construct, start-up and test  
the 1,100 megawatt gas-fired, combined cycle electric generating  
facility at 1311 Nelson Road in Nelson, Illinois.   

                     The Lenders' Claims  

To finance the Nelson Project, LSP-Nelson entered into a Project  
Owner Guaranty, dated June 8, 2001, with CSFB, on the Lenders'  
behalf.  CSFB asserts that LSP-Nelson currently owes the Lenders  
not less than $676,297,839 under the Project Owner Guaranty.   

Furthermore, CSFB asserts that pursuant to certain security,  
mortgage and pledge agreements related to the Credit Agreement  
and Project Owner Guaranty, the Lenders have a valid security  
interest in the Nelson Assets and all the estate, right, title  
and interest of the Nelson Entities.   

On November 20, 2003, CSFB filed valid proofs of a secured claim  
against the Nelson Entities for not less than $676,297,839.   

                        PCL's Claims  

In early 2002, the Nelson Agreement was assigned to, and assumed  
by PCL, pursuant to the Assignment and Assumption of Turnkey EPC  
Contract and Release, dated February 28, 2002.  The Nelson  
Agreement was amended and restated as between LSP-Nelson and PCL,  
dated as of February 28, 2002.   

Subsequently, PCL and LSP-Nelson entered into an Owner Services  
Agreement, signed on January 16, 2003 and dated effective as of  
December 13, 2002, whereby PCL was to perform certain services  
during the suspension of the work under the Amended Nelson  
Agreement.   

PCL asserts that CSFB and LSP-Nelson owe them $1,482,768 under  
the Owner Services Agreement.  In addition, PCL and certain of  
its suppliers and subcontractors allege that they have mechanics'  
liens in an aggregate amount of $33,000,000, arising out of the  
Nelson Agreement and other additional work performed with respect  
to the Nelson Project.

                   The Illinois Litigation

On April 14, 2003, Phillips, Getschow Co., a subcontractor of  
PCL, commenced a lawsuit against PCL, certain of PCL's suppliers  
and subcontractors, LSP-Nelson, and CSFB, on the Lenders' behalf,  
in the Circuit Court of the Fifteenth Judicial Circuit in Lee  
County, Illinois.  Phillips sought an adjudication of its  
mechanics' lien rights under Illinois law with respect to the  
Nelson Project.

In May 2003, PCL filed a counterclaim and third party complaint  
against LSP-Nelson and CSFB in the Illinois Litigation, alleging  
certain causes of action including foreclosure on an alleged  
mechanics' lien, breach of contract and quantum meruit.   

In July 2003, PCL asked the Court to lift the automatic stay so  
it can continue the Illinois Litigation in order to adjudicate,  
but not enforce, the amount and priority of PCL's mechanics' lien  
claim relating to the Nelson Project.  In October 2003, the Court  
lifted the automatic stay as to all parties in the Illinois  
Litigation to permit the Illinois Court to continue the  
litigation for the purpose of determining the amounts and  
priorities of liens and claims against the Nelson Entities and  
their property arising out of the Nelson Project.

PCL and certain of its suppliers and subcontractors have filed  
valid proofs of secured claims in the Chapter 11 cases of the  
Nelson Entities.

Mr. Kohn notes that the Nelson Entities have no equity in the  
Nelson Assets.  The only outstanding issues with respect to the  
Nelson Assets are among parties who have asserted certain liens  
and claims against the Nelson Assets.  Accordingly, the Debtors  
are acting as a fiduciary and are attempting to maximize the  
value of the Nelson Assets for their estates.

                The PCL Settlement Agreement

During the past seven months, the Nelson Entities, NRG Energy,  
PCL and CSFB engaged in lengthy, complex and extensive  
negotiations.  To this end, NRG and CSFB, on the Lenders' behalf,  
entered into a Term Sheet dated February 10, 2004, as amended, to  
ensure that NRG Energy is fully reimbursed for all of its costs  
and expenses associated with its preservation, maintenance,  
operation and sale and other disposition of the Nelson Project  
and the Nelson Assets.  The Term Sheet grants NRG Energy the  
Nelson Superpriority Claim, with respect to the sale proceeds  
generated by the sale or other disposition of the Nelson Assets.   

On June 14, 2004, the Illinois Court determined certain amounts  
and priorities of liens and claims against the Nelson Entities  
and their property arising out of the Nelson Project, subject to  
certain provisions that require the New York Bankruptcy Court's  
approval.  

Ultimately, the Nelson Entities, NRG Energy, PCL and CSFB, on the  
Lenders' behalf, entered into a settlement agreement, with these  
salient terms:  

A. Compromise and Allowance of Claims

   (1) CSFB, on the Lenders' behalf, will have a valid, binding,
       enforceable and perfected lien on and security interest in  
       the Nelson Assets in the amount of the Lenders' Claim;

   (2) The Lenders' Claim is an allowed secured claim in the  
       Chapter 11 cases of the Nelson Entities;

   (3) PCL will have a valid mechanics' lien on the Nelson Assets  
       for $13,750,000, including pre-judgment interest, costs,  
       fees and charges of any other kind, like the cost of  
       enforcement or legal fees plus post-judgment interest.  

       The PCL Resolved Amount will be used to satisfy the  
       Mechanics' lien claims on the Nelson Assets of PCL and  
       PCL's subcontractors and materialmen, whose work on the  
       property is by virtue of contracts with PCL or  
       subcontracts in respect of contracts with PCL;  

   (4) PCL will have an allowed secured claim in the Chapter 11  
       case of LSP-Nelson in the amount of the PCL Resolved  
       Amount, together with interest, with distribution priority  
       over the Lenders' Claim, but not over the payment the  
       first $2,950,000 of the Nelson Superpriority Claim; and

   (5) The Nelson Superpriority Claim will be allowed in the  
       Chapter 11 cases of the Nelson Entities, and will  
       constitute expenses of administration under Sections  
       503(6)(1), 507(a) and 507(6) of the Bankruptcy Code  
       against the Nelson Entities with priority in payment over  
       any and all administrative expenses of the kinds specified  
       or ordered pursuant to any provision of the Bankruptcy  
       Code.  The Allowed Nelson Superpriority Claim will at all  
       times be senior to the rights of CSFB, PCL, the PCL  
       Subcontractors, and any and all other entities asserting  
       claims against the Nelson Entities.  Any amounts of the  
       Allowed Nelson Superpriority Claim which exceed $2,950,000  
       will not be senior to PCL's Rights.

B. Disposition of Nelson Assets

   The Debtors will distribute $13,750,000 plus interest, or  
   solely in the event proceeds from the Nelson Assets Sale are,  
   at the date of any Distribution Order, insufficient to pay in  
   full PCL's Allowed Claim, that lesser amount as the Court may  
   order to an Escrow Agent for the benefit of PCL for  
   disbursement to PCL.

   PCL agrees that upon receiving PCL Distribution in an  
   aggregate amount equal to $13,750,000, plus interest, except  
   with regards to the Owner Services Agreement Claim, PCL will  
   be deemed to have relinquished any and all right, title or  
   interest of any nature it may hold in:

      (a) any real or personal property related to, or acquired  
          for use in, the Nelson Project; and

      (b) the proceeds from the Nelson Sale remaining after  
          payment in full of the PCL Allowed Claim to the Escrow  
          Agent for the benefit of PCL and to have assigned,  
          without any recourse, representation, or warranty  
          whatsoever, any and all of their right, title or  
          interests in the Residual Property to CSFB.  

C. Indemnity  

   PCL will indemnify, defend and hold harmless the Release  
   Parties for any and all claims, causes of action, obligations,  
   duties and liabilities related to the Nelson Entities, the  
   Nelson Agreement or the Nelson Project.

D. Releases

   PCL and its affiliates release the Release Patties from any  
   and all claims, causes of action, obligations, duties and  
   liabilities related to the Nelson Entities, the Nelson  
   Agreement or the Nelson Project

   PCL agrees that any settlement with a PCL Subcontractor  
   regarding Subcontractor Liens, including any settlement  
   existing as of the Settlement Effective Date, will include a  
   provision that the settling PCL Subcontractor:

      (a) stipulates to the validity and amount of the Lenders'  
          Claim, including the validity and perfection of the  
          Lenders' security interest in the Nelson Assets; and

      (b) releases any and all claims, causes of action, liens,  
          obligations, duties and liabilities related to the  
          Nelson Entities, the Nelson Agreement or the Nelson  
          Project.

E. Interest

   PCL, CSFB and Nelson Debtors agree that with regards to the  
   Resolved Amount:  

      (a) no interest will accrue for the period June 18 to 30,  
          2004;

      (b) interest will accrue at the rate of 6%, compounded  
          annually, from July 1 through December 31, 2004;

      (c) interest will accrue at the rate of 8%, compounded  
          annually, from January 1 through December 31, 2005; and  

      (d) interest will accrue at the rate of 9%, compounded  
          annually, thereafter.

Mr. Kohn asserts that the PCL Settlement Agreement will avoid  
extensive, highly contested litigation among the Parties.  The  
PCL Settlement Agreement aids in the preservation of the Nelson  
Debtors' financial resources, which will ultimately benefit all  
parties-in-interest.

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)


OMNI FACILITY: Wants to Retain Candlewood as Investment Bankers
---------------------------------------------------------------
Omni Facility Services, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to retain Candlewood Partners, LLC as their investment
banker.

Prior to the Petition Date, Candlewood and the Omni Facility
Debtors entered into a Retention Agreement under which Candlewood
agrees to:

   (i) familiarize itself, to the extent Candlewood deems
       appropriate and feasible, with the business, operations,
       properties, financial condition and prospects of the
       Debtors;

  (ii) develop and, at the Debtors' direction, execute a
       strategic plan to sell the Debtors' mechanical,
       janitorial and food plant sanitation businesses;

(iii) assist the Debtors in preparing presentations,
       discussions and due diligence materials relating to such
       sales;

  (iv) assist the Debtors in the preparation of a confidential
       information package describing each of the businesses and
       in the preparation and negotiations of any
       confidentiality agreements to be entered into by third
       parties potentially interested in entering into a sale,
       which shall be subject to approval by the Debtors;

   (v) at the Debtors' request, prepare comprehensive valuation
       analyses on up to 2 businesses that are not included in
       the sales;

  (vi) at the Debtors' request, make presentations to the
       Debtors' senior management, the Boards of Directors of
       the Debtors and the Debtors' creditors and stockholders
       on the status of any negotiations or discussions
       regarding a sale; and

(vii) provide such other financial advisory and investment
       banking services as are customary for similar
       transactions and as may be mutually agreed upon by the
       Debtors and Candlewood.

Candlewood will be paid:

   a. a $30,000 Monthly Retainer Fee; plus

   b. Sales Fees:

      1) Mechanical and Janitorial First Sale Fee equal to
         $450,000;

      2) Food First Sale Fee equal to $50,000;

      3) Aggregate Sale Fee equal to 10% of the aggregate
         Consideration in excess of $8,000,000; and

   c. if the Debtors request a valuation, the Debtors shall pay
      Candlewood a Valuation Fee equal to $10,000 for each
      valuation.

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


OWENS CORNING: Senator Suggests Creation of $141B Asbestos Trust
----------------------------------------------------------------
Senator Tom Daschle (Democrat, South Dakota) has proposed the  
creation of a $141 billion trust fund, with $42 billion to be  
paid in the first three to five years to ensure solvency, in part  
in response to an earlier Republican proposal to budget $124  
million to a fund allocated to asbestos litigation which drove  
companies like Grace, USG and Armstrong into bankruptcy.  Senator  
Daschle made the proposal by letter addressed to Senate Majority  
Leader William Frist (Republican, Tennessee).  Senator Frist  
confirmed that his office was in communication with Senator  
Daschle about an amount for the proposed fund.  
  
"We still think this legislation will fall short of the mark. We
think the minimum that is needed is $149 billion," Peg Seminario,
an occupational health official with the AFL-CIO, told Susan
Cornwell at Reuters late last month.  Businesses and insurers, Ms.
Cornwell reports, have pushed for a lower $128 billion funding
level.

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


PACIFIC GAS: Parties Amend Board of Equalization Stipulation Terms
------------------------------------------------------------------
To recall, the U.S. Bankruptcy Court approved a stipulation
between PG&E and the California State Board of Equalization
resolving SBE's Claim No. 13024 relating to outstanding tax
obligations for Sales and Use Tax, Hazardous Substances Tax,
Underground Storage Tank Tax, and Natural Gas Surcharge Tax.  The
parties further agreed that the Sales and Use Tax portion of the
Claim would be the amount finally determined to be due upon
completion of:

   (a) the SBE's audit of PG&E's liability; and

   (b) any subsequent appeals before the SBE or litigation in a
       forum of competent jurisdiction that results in the final
       adjudication of the Sales and Use Tax portion of the
       Claim.

PG&E and SBE have now fully resolved the Sales and Use Tax  
portion of the Claim.  Both parties, therefore, amend the August  
2002 Stipulation to reflect these modifications:

   (a) The Natural Gas Surcharge Tax portion of the Claim will be
       allowed for $18,052,279, rather than $18,082,279 as set
       forth in the August 2002 Stipulation.  Based on PG&E's
       $18,052,279 payment to SBE with respect to the Natural
       Gas Surcharge Tax portion of the Claim pursuant to the
       Court's May 16, 2001 approval of PG&E's motion to honor
       its obligations for public purpose programs, the natural
       Gas Surcharge Tax portion of the Claim has been fully
       satisfied;

   (b) The Hazardous Substances Tax portion of the Claim, which
       was allowed for $108,265 pursuant to the August 2002
       Stipulation, is comprised of $97,536 in principal amount
       and $10,729 in prepetition interest;  

   (c) The amount owed by PG&E to SBE for the Sales and Use Tax
       portion of the Claim is $1,866,017, comprised of  
       $1,646,781 in principal liability and $219,235 in  
       prepetition interest;

   (d) The Sales and Use Tax Liability is subject to offset by
       credits and adjustments owed by the SBE to PG&E in the
       total amount of $1,259,223, comprised of $1,208,259 in
       principal liability and $50,964 in prepetition interest;  

   (e) Accordingly, the Sales and Use Tax portion of the Claim
       will be allowed as a priority tax claim pursuant to
       Section 507(a)(8) of the Bankruptcy Code for $606,793,  
       equal to the amount of the Sale and Use Tax Liability  
       minus the Offset Amount.  Postpetition interest will  
       accrue on the Allowed Claim at the applicable statutory  
       rate, and will be paid pursuant to the Court's
       authorization to payment of interests to holders of
       undisputed claims in certain classes, dated March 27,
       2002, and pursuant to the Plan; and
  
   (f) The automatic stay is lifted to allow the SBE and PG&E
       to set off the Sales and Use Tax Liability against the
       $1,259,223 Offset Amount.  The set-off of the Offset
       Amount against the Sales and Use Tax Liability will occur
       without further Court action or approval, and the SBE and
       PG&E will each treat the amounts authorized to be set off
       as payments to each other, and will enter the payments in
       their books and records.

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)    


PARADIGM MEDICAL: Takes Steps to Reduce Costs and Expenses
----------------------------------------------------------
Historically, Paradigm Medical Industries, Inc. has not
demonstrated the ability to generate sufficient cash flows from
operations to satisfy its liabilities and sustain operations, and
the Company has incurred significant losses.  These factors raise
substantial doubt about Paradigm's ability to continue as a going
concern.

The Company's continuation as a going concern is dependent on its
ability to generate sufficient income and cash flow to meet its
obligations on a timely basis and/or obtain additional financing
as may be required.  The Company is actively seeking options to
obtain additional capital and financing.

In addition, the Company has taken steps to reduce costs and
increase operating efficiencies.  Specifically, the Company has
significantly reduced the use of consultants, which has resulted
in a large decrease in expenses, and reduced the direct sales
force to three representatives, which has resulted in less
payroll, travel and other selling expenses. Although these cost
savings have significantly reduced the Company's losses and
ongoing cash flow needs, if the Company is unable to obtain equity
or debt financing, it may be unable to continue development of its
products and may be required to substantially curtail or cease
operations.

The Company is engaged in the design, development, manufacture and
sale of high technology diagnostic and surgical eye care products.  
Given the "going concern" status of the Company, management has
focused efforts on those products and activities that will, in its
opinion, achieve the most resource efficient short-term cash flow.  
As seen in the results for the three months ended March 31, 2004,
diagnostic products have been the major focus and the Photon(TM)
and other extensive research and development projects have been
put on hold pending future evaluation when the Company's financial
position improves.  The Company does not focus on a specific
diagnostic product or products but, instead, on this entire
diagnostic product group.

Paradigm Medical will continue to seek funding to meet its working
capital requirements through collaborative arrangements and
strategic alliances, additional public offerings and private
placements of its securities, and bank borrowings.  The Company is
uncertain whether or not the combination of existing working
capital and benefits from sales of its products will be sufficient
to assure continued operations through December 31, 2004. As of
March 31, 2004, the Company had accounts payable of $686,000, a
significant portion of which is over 90 days past due.  The
Company has contacted many of the vendors or companies that have
significant amounts of payables past due in an effort to delay
payment, renegotiate a reduced settlement payment, or establish a
longer-term payment plan.  While some companies have been willing
to renegotiate the outstanding amounts, others have demanded
payment in full.  Under certain conditions, including but not
limited to judgments rendered against the Company in a court of
law, a group of creditors could force it into bankruptcy due to
its inability to pay the liabilities arising out of such judgments
at that time.  In addition to the accounts payable noted above,
the Company also has non-cancelable capital lease obligations and
operating lease obligations that require the payment of
approximately $187,000 in 2004, $172,000 in 2005, and $14,000 in
2006.

Paradigm Medical Industries is engaged in the design, development,
manufacture and sale of high technology diagnostic and surgical
eye care products.


PARK CITY: Anticipates Positive Results in Preliminary Q4 Review
----------------------------------------------------------------
Park City Group, Inc. (OTCBB:PKCY) announced that a significant
portion of the fourth quarter revenues have been generated from
existing customers, and specifically the Fresh Market Manager
customers.  The Company experienced a strong finish to the quarter
and by achieving this additional licensing revenue from the
existing customers, it means that the Company will likely meet its
financial plan for the fourth quarter that ended June 30, 2004.

"The major focus of our business is delivering good customer
service and products that will deliver the results that are
promised. Our belief is that our success is measured by the
success of our customers. This belief is reinforced by the fact
that this quarter's revenues (anticipated to be between $1.4 and
$1.5 million) are composed primarily of additional licenses from
several existing customers. Our customers have given us their
approval by acquiring additional licenses," states Randy Fields,
CEO of Park City Group.

Mr. Fields adds, "Additionally, the Company has continued growth
in its sales pipeline with named prospects, many of whom are well
into the process and are nearing the contract negotiation stage.
We believe this is due in large part to our efforts in improving
Company and product visibility with press coverage of customers
and articles we have written for trade publications."

"Preliminarily, our fourth quarter results will show that the
Company has continued to make significant progress on balance
sheet improvement and major developments in this past quarter also
aided our ability to meet our financial plan," continues Fields.
"For example, by providing an option for PAYGo (the subscription
service for our software and services on a monthly fee basis), we
were able to expedite the addition of new customers to our
existing customer list. This is another important building block
to the sustained growth plans and increasing revenue opportunities
for moving the Company forward and developing a sustained and
consistent revenue stream from month to month. We are pleased with
our progress and anticipate being able to keep this momentum going
into our next fiscal year."

                      About Park City Group  

Park City Group, Inc. -- whose March 31, 2004 balance sheet shows  
a stockholders' deficit of $5,965,339 -- develops and markets  
patented computer software that helps its retail customers to  
increase their sales while reducing their inventory and labor  
costs: the two largest, controllable expenses in the retail  
industry. The technology has its genesis in the operations of Mrs.  
Fields Cookies, co-founded by Randy Fields, CEO of Park City  
Group, Inc. Industry leading customers such as The Home Depot,  
Victoria's Secret, The Limited, Anheuser Busch Entertainment and  
Tesco Lotus benefit from our software. Feel free to contact us  
(Media Contact Randy Fields) at 800-772-4556 or  
info@parkcitygroup.com  

To find out more about Park City Group (OTCBB: PKCY, Berlin: WKN#  
925919), visit http://www.parkcitygroup.com/


PARMALAT: Pennsylvania Milk Board Gets $3.5 Million Cash Bond
-------------------------------------------------------------
Certain of the states in which the Parmalat U.S. Debtors operate
require purchasers of raw milk products to post bonds or provide
other security to guarantee their obligations to milk suppliers.  
To satisfy these licensing requirements, the Debtors posted bonds
in New York, Pennsylvania, New Jersey, and Michigan aggregating  
$9,350,000.  The Debtors are currently in negotiations to replace  
the bonds, which expired on July 1, 2004.

The Pennsylvania Milk Board requires that bonds or other form of  
security be in place at the time the renewal application for the  
U.S. Debtors' license to operate in Pennsylvania is submitted.   
As a result of the Debtors' failure to submit the required  
renewal application due June 15, 2004, the Pennsylvania Milk  
Board advised the Debtors that absent the submission of  
replacement security by June 22, 2004, the Pennsylvania Milk  
Board will send out a letter to Pennsylvania milk suppliers  
informing them of the Debtors' failure to provide the required  
security.  The Debtors believe that this action would have a  
detrimental effect on their business.

The U.S. Debtors are in the process of purchasing a certificate  
of deposit for $3,545,000 from Citibank, N.A., which they intend  
to assign as security to the Pennsylvania Milk Board on an  
interim basis pending the replacement of the Pennsylvania milk  
bonds.

The Final DIP Order currently precludes the U.S. Debtors from  
granting liens that are senior to the Prepetition Collateral or  
the Postpetition Collateral to any other parties.

In this regard, the U.S. Debtors, General Electric Capital  
Corporation, Citibank and the Official Committee of Unsecured  
Creditors agree to amend the Final DIP Order.  In a Court-
approved Stipulation, the parties agree to authorize the Debtors  
to purchase and assign as security the Citibank certificate of  
deposit to the Pennsylvania Milk Board to guarantee the Debtors'  
obligations to Pennsylvania milk suppliers.  The Debtors are also  
authorized to take all appropriate steps to provide the  
Pennsylvania Milk Board with a first priority lien on the  
certificate of deposit.

In all other respects, the Final DIP Order remains in full force  
and effect.

                           *   *   *

Judge Drain approves the stipulation amending the termination  
provisions under the DIP Financing Agreement and the Final DIP  
Order.

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)    


PEGASUS: Applies to Employ Drinker Biddle as Corporate Counsel
--------------------------------------------------------------
Throughout the course of their Chapter 11 cases, the Pegasus
Satellite Communications, Inc., and its debtor-affiliates will
require a corporate and regulatory counsel with a national
reputation and with extensive experience in all areas of  
corporate law.  The Debtors believe that Drinker Biddle & Reath,  
LLP, is particularly well suited to act as their special  
corporate and regulatory counsel to represent them in connection  
with securities offerings, other forms of financing, acquisitions  
and divestitures that likely to be encountered in these Chapter  
11 cases.

Scot A. Blank, the Debtors' Senior Vice President for Legal and  
Corporate Affairs, and General Counsel, relates that the  
attorneys at Drinker Biddle have performed legal services for the  
Debtors, their non-debtor affiliates, and their predecessors  
since 1987.  Through their representations, Drinker Biddle has  
become uniquely and thoroughly familiar with the Debtors and  
their business affairs.

Accordingly, the Debtors sought and obtained the Court's  
authority to employ Drinker Biddle as their special corporate and  
regulatory counsel.

Before the Petition Date, Drinker Biddle served as the Debtors'  
outside special corporate and regulatory counsel.  The Debtors  
expect Drinker Biddle to continue to provide them with similar  
services in connection with corporate and regulatory matters,  
which do not constitute matters central to their reorganization.   
Drinker Biddle will work closely with the Debtors' general  
bankruptcy counsel.

Mr. Blank states that the Debtors and their non-debtor parent,  
Pegasus Communications Corporation, paid about $1,600,000 in fees  
and expenses to Drinker Biddle for services as corporate and  
regulatory counsel over the past 12 months.  Although the cost of  
professional fees on a going forward basis cannot be estimated  
with certainty, it is contemplated that Drinker Biddle's fees  
will not exceed $75,000 per year.

Drinker Biddle will be paid by the Debtors for its legal services  
on an hourly basis in accordance with its ordinary and customary  
rates.  Drinker's hourly billing rates are:

        Partners                   $305 - 550
        Associates                  165 - 385
        Para-professionals           70 - 195

Warren T. Pratt, a member of Drinker Biddle, assures Judge Haines  
that the firm is a disinterested person as defined in Section  
101(14) of the Bankruptcy Code and holds no adverse interest  
against the Debtors or any parties-in-interest.

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)    


PENTON MEDIA: Inks Separation Agreements with Former CEO & COO
--------------------------------------------------------------
Penton Media, Inc. (OTCBB:PTON) has reached separation agreements
with:

* former CEO Thomas L. Kemp and

* former president and chief operating officer Daniel J. Ramella.

Both agreements become effective July 9, 2004.  In addition,
Ramella has resigned as a director of Penton's Board.

Penton Media -- http://www.penton.com/-- is a diversified   
business-to-business media company that provides high-quality  
content and integrated marketing solutions to the following  
industries: aviation; design/engineering; electronics;  
food/retail; government/compliance; business technology/enterprise  
IT; leisure/hospitality; manufacturing; mechanical  
systems/construction; health/nutrition and natural and organic  
products; and supply chain. Founded in 1892, Penton produces  
market-focused magazines, trade shows, conferences and online  
media, and provides a broad range of custom media and direct  
marketing solutions for business-to-business customers worldwide.  

At March 31, 2004, Penton Media, Inc.'s balance sheet shows a  
stockholders' deficit of $154,902,000 compared to a deficit of  
$144,929,000 at December 31, 2003.


PILLOWTEX CORP: Kohl's Wants Court to Dismiss Complaint
-------------------------------------------------------
Jeffrey Meyers, Esq., at Ballard Spahr Andrews & Ingersoll, in  
Philadelphia, Pennsylvania, tells the Court that Kohl's  
Department Stores, Inc., placed orders with the Pillowtex
Corporation Debtors for various types of textiles in 2003 and
2004.  However, as previously agreed with the Debtors, Kohl's is
entitled to promotional mark down, allowances as well as other
rights to recoupment and set-off.

Mr. Meyers relates that Kohl's does not owe the Debtors anything  
and is, instead, owed a substantial amount by the Debtors.   
Pursuant to its contract with the Debtors, Kohl's is entitled to  
volume rebates, broadcast allowances, bridal allowances, markdown  
assistance credits, late shipment fees, and other allowances  
totaling $5,661,556.  Kohl's is also entitled to these credits:

     Back order freight, shipment penalties and  
     overcharges related to 2002 invoices           $204,991

     Back order freight, shipment penalties and  
     overcharges related to 2003 invoices             68,967

     Defective and out of stock merchandise          103,543

The Debtors neither confirmed that they would issue the credits  
to Kohl's to be applied toward the unpaid invoices, nor refunded  
the amount of money that corresponds to the credits. Furthermore,
the Debtors ceased supplying certain products to Kohl's.  As a
result, Kohl's needed to sell some merchandise below cost and
suffered a loss of profit.  The Debtors' actions constituted a
breach of contract and Kohl's estimates the damage to be
$11,243,778.

Mr. Meyers asserts that, since some or all of the claims asserted  
by the Debtors in the Complaint and the claims asserted by Kohl's  
in its counterclaims may arise mutually from the same  
transactions, and during the same time period, the Debtors are  
subject to set-off or recoupment.

Kohl's asks the Court to dismiss the Debtors' complaint.  Kohl's  
also seeks damages from the Debtors to be determined at trial.

Kohl's also asks the Court for permission to recoup or set off  
against any award that may be entered in the Debtors' favor.   
Kohl's demands a trial by jury on all issues that are triable.

                        Debtors Talk Back

Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel,  
in Wilmington, Delaware, asserts that Kohl's Counterclaims fail  
to state a claim on which relief can be granted.  The Debtors  
also believe that the Counterclaims are barred by statutes of  
limitations, and the doctrines of laches, unclean hands, waiver,  
ratification and estoppel.  Kohl's also failed to mitigate  
damages.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 66;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PLYMOUTH COMMONS REALTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Plymouth Commons Realty Corporation
        P.O. Box 314
        Plymouth, Connecticut 06782

Bankruptcy Case No.: 04-33133

Chapter 11 Petition Date: July 2, 2004

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Christopher C. Noble, Esq.
                  Noble & Associates, LLC
                  1493 Stanley Street
                  New Britain, CT 06053-2920
                  Tel: 860-225-1731

Total Assets: $3,101,010

Total Debts:  $2,922,422

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


POLO BUILDERS: Look for Schedules & Statements by July 29
---------------------------------------------------------
Polo Builders, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, for more time to prepare and file their schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  

The Polo Builders Debtors tell the Court that their financial
affairs are complex and intertwined in several ways.  They have
very limited personnel and resources available to assist in
sorting out their affairs and report the Schedules accurately and
completely.

The Debtors submit that they need until July 29, 2004 to file
their Schedules of Assets and Liabilities and Statement of
Financial Affairs.

Headquartered in Villa Park, Illinois, Polo Builders, Inc., filed
for chapter 11 protection on June 23, 2004 (Bankr. N.D. Ill. Case
No. 04-23758).  Steven B. Towbin, Esq., at Shaw Gussis Fishman
Glantz Wolfson & Towbin LLC represent 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.


PORTLAND HOUSING: S&P Lowers Series 1997A Bonds Rating To BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB' on Portland Housing Authority, Oregon's housing revenue
senior-lien bonds, series 1997A, issued for the Civic Apartments
project. The outlook is negative. The rating action was based on
the authority's potential long-term deteriorating fiscal and
operating performance.

"The unaudited financial and operating results for Civic
Apartments, based on the year ended March 31, 2004, indicate that
the property continues to underperform," Standard & Poor's credit
analyst Debra Boyd said. "Civic Apartments must achieve both
occupancy and income to maintain the property and to service
debt."

Portland Housing Authority has identified two possible actions to
take over the medium term in response to its fiscal and
operational challenges. It has created a redevelopment plan that
would infuse more than $21.5 million into the project. The
redevelopment project would include a complete renovation of the
existing units, a new parking structure, and construction of
retail space at ground level. The authority indicated that
it ceased leasing efforts on the property in April 2004 in
anticipation of these efforts, which has contributed to the
property's high vacancy rates. If financing for the redevelopment
plan cannot be secured, the authority indicated it will sell the
property.   

The bonds are secured by a first mortgage lien on the Civic
Apartments, an older property with 138 units.

The Portland Housing Authority has owned the property since 1997.
The property is run by Income Property Management, which has been
associated with the property since 2001.


RELIANCE GROUP: PBGC Says RFS' Disclosure Statement is Inadequate
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation says that the  
Disclosure Statement proposed by Reliance Financial Services
Corporation fails to provide adequate information about the  
classification of certain claims, third party release provisions  
and the "opt-out" requirement.

The PBGC filed administrative priority and general unsecured  
claims against:

   (a) The Reliance Insurance Company Employee Retirement Plan
       for;

          (1) $124,200,000 in Unfunded Benefit Liabilities;  

          (2) $27,618,083 in Minimum Funding Contributions; and

          (3) $292,126 in unpaid insurance premiums; and

   (b) The Reliance Group Holdings, Inc. Pension Plan for:

          (1) $18,500,000 in Unfunded Benefit Liabilities;  

          (2) an unliquidated amount for Minimum Funding  
              Contributions; and  

          (3) an unliquidated amount for unpaid insurance  
              premiums.

              Improper Classification of Bank Claims

James J. Keightley, General Counsel at the PBGC in Washington,  
D.C., tells the Court that the Disclosure Statement fails to  
provide adequate information on the classification and treatment  
of Bank Claims.  The Bank Claims are secured by RIC Common Stock.   
The Bank Committee, the proponent of the Disclosure Statement and  
Plan, asserts that based on the pledge of the RIC Common Stock  
and its proceeds under the Bank Credit Agreement, the Bank Claims  
are entitled to cash dividends from RIC and the Net Operating  
Losses.  However, since the RIC Common Stock may be worthless and  
the Bank Claims are undersecured, these Claims should be  
classified as general unsecured claims, Mr. Keightley argues.

Furthermore, the Disclosure Statement implies that the Section  
847 tax refunds provide collateral securing the Bank Claims.  The  
Section 847 tax refunds and distributions are the product of a  
tax sharing agreement that resolved contractual disputes among  
Reliance Financial Services Corporation, RGH and M. Diane Koken,  
the Insurance Commissioner of the Commonwealth of Pennsylvania,  
in her capacity as Liquidator of RIC.  The tax refunds are not  
the result of payment of a dividend by RIC.  Therefore, the Bank  
Committee is not entitled to the funds as the Plan contemplates.

Mr. Keightley reminds the Court that Section 502(a) of the  
Bankruptcy Code provides that a claim is allowed unless a party-
in-interest objects.  By allowing the Bank Claims, the Plan takes  
away a party's right to object to their classification, amount  
and treatment.  The Disclosure Statement fails to inform  
creditors of the loss of this valuable right.

                    Injunctions and Releases

According to the Disclosure Statement, each Holder of a Claim is  
deemed to have waived, released and discharged from liability,  
RFSC and a broad range of third parties.  The broad release  
provisions could adversely impact the PBGC's pursuit of its joint  
and several claims related to the Pension Plans.  The broad  
release could also adversely impact myriad other ERISA claims,  
including claims for breach of fiduciary based on the  
administration of the Pension Plans.

                         Opt-out Provision

The Disclosure Statement does not adequately explain which claims  
must be assigned to receive a distribution from the RFSC  
Liquidation Proceeds.  The Disclosure Statement indicates that,  
to receive distribution from the RFSC Liquidation Proceeds, a  
creditor must assign its Litigation Claim to RGH.  The Plan  
vaguely and broadly defines Litigation Claim.  Furthermore, the  
Plan is unclear whether a creditor who does not have a claim can  
still participate in the distribution.  As a result, creditors  
lack adequate information to make an informed decision whether or  
not they should opt out of distribution and if they will be  
entitled to distribution regardless of assignment.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RESIDENTIAL ACCREDIT: Fitch Affirm Classes B-1 & B-2 Low-B Ratings
------------------------------------------------------------------
Fitch Ratings has taken action on the following Residential
Accredit Loan mortgage-pass through certificates:

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1997-QS1

          --Classes A, R affirmed at 'AAA';
          --Class M-1 affirmed at 'AAA';
          --Class M-2 affirmed at 'AAA';
          --Class M-3 affirmed at 'AAA';
          --Class B-1 upgraded to 'AA-' from 'A+';
          --Class B-2 upgraded at 'BBB' from 'BB'.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 2001-QS18

          --Classes A, R affirmed at 'AAA';
          --Class M-1 affirmed at 'AA';
          --Class M-2 affirmed at 'A';
          --Class M-3 affirmed at 'BBB';
          --Class B-1 affirmed at 'BB';
          --Class B-2 affirmed at 'B'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support levels. The
affirmations are due to credit enhancement levels consistent with
future loss expectations.


REVLON INC: Strengthens Balance Sheet With New $960M Bank Facility
------------------------------------------------------------------
Revlon, Inc. (NYSE: REV) and its wholly-owned subsidiary, Revlon
Consumer Products Corporation, together announced the successful
consummation of a new $960 million credit facility from Citicorp
USA, Inc. and Citigroup Global Markets Inc. and a syndicate of
lenders on terms substantially similar to those previously
announced. The Company indicated that the new credit facility and
related refinancing transactions, which extend the maturity of
much of the Company's debt that would have otherwise matured in
2005, further strengthen its balance sheet and represent another
important step to creating long-term value.

The Company also announced the successful tender offer for its 12%
Senior Secured Notes due 2005, with approximately 82% of the total
outstanding principal amount of the 12% Notes, representing
approximately $298 million aggregate principal amount of the 12%
Notes, validly tendered through 5:00 p.m. EDT on July 8, 2004.

The Company indicated that amounts borrowed under the new term
loan were used to pay in full RCPC's existing bank credit
agreement in the amount of approximately $292 million and to
repurchase approximately $298 million aggregate principal amount
of the 12% Notes in the initial settlement of the tender offer. An
additional approximate $74 million of the proceeds were deposited
into a collateral account that will be used to repurchase the
remaining 12% Notes that are tendered prior to the July 21, 2004
expiration of the tender offer and, if necessary, to redeem any
12% Notes remaining outstanding after such expiration. RCPC also
used approximately $95 million of the proceeds to cover tender
costs, accrued interest and transactional fees and expenses,
including fees and expenses for the Company's successful debt-for-
equity exchanges consummated in March 2004.

RCPC indicated that the new credit facility is comprised of an
$800 million term loan, which was drawn at the closing, and a $160
million asset-based multi-currency revolving credit facility,
which was not drawn at the closing. The term loan, which matures
in six years, bears interest at a rate per annum equal to, at
RCPC's option, the alternate base rate plus 5.00% or LIBOR plus
6.00%. The revolving credit facility, which has a five-year term,
bears interest at a rate per annum equal to, at RCPC's option, the
alternate base rate plus 1.50% or LIBOR plus 2.50%. The
obligations under the new credit facility are guaranteed by
Revlon, Inc. and RCPC's domestic subsidiaries and are secured by
the stock of RCPC and substantially all of the assets of RCPC and
its domestic subsidiaries.

The Company indicated that, upon purchasing the 12% Notes, RCPC's
previously-announced supplemental indenture became operative.
Accordingly, substantially all of the restrictive covenants
contained in the indenture governing the 12% Notes have been
eliminated and the guarantees of RCPC's obligations, and the
collateral securing the obligations of RCPC and the guarantors
under the indenture, have been released.

As previously announced, the tender offer will expire at 5:00 p.m.
EDT on July 21, 2004, unless extended. RCPC currently expects to
have a final settlement promptly thereafter for any 12% Notes
tendered on or after the July 9, 2004 initial settlement date.

The detailed terms and conditions of the tender offer are
contained in the Offer to Purchase for Cash and Consent
Solicitation Statement dated June 22, 2004 relating to the 12%
Notes. Holders of the notes can obtain copies of the Offer
Documents and related materials from D.F. King & Co., Inc., the
Information Agent, at (800) 949-2583 (toll free) or (212) 269-5550
(collect). Citigroup Global Markets Inc. is acting as Dealer
Manager. Questions regarding the solicitation can be addressed to
Citigroup at (800) 558-3745 (toll free) or (212) 723-6106
(collect).

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

                          About Revlon

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

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


ROANOKE TECH: Can Now Issue 100 Million Class A Common Shares
-------------------------------------------------------------
Roanoke Technology Corp. (OTCBB:RNKE) is pleased to report that
the filing with the SEC for the amendments to its Articles of
Incorporation required to allow for the creation of 100 million
Class A common shares has been approved.

These 100 million Class A common shares have the same par value of
$0.0001 but have voting rights of one Class A share to ten common
shares.

Roanoke Tech C.E.O. Mr. David Smith commented, "As previously
stated, this capital restructuring will allow us to retire up to
500 million common shares and return them to Treasury. Now that
the SEC's approval has been received, the schedule for the
retirement of these shares will be worked out for prompt
implementation."

                          *   *   *  
  
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.


SABRELINER CORP: S&P Downgrades Corporate Credit Ratings To B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Sabreliner Corp, including the corporate credit rating to 'B-'
from 'B', and removed the ratings from CreditWatch, where they
were placed with negative implications on March 18, 2003. The
outlook is stable. Sabreliner has approximately $90 million
of rated debt outstanding.

"The downgrade reflects a weak financial profile, stemming from a
heavy debt burden and low profitability, constrained liquidity,
and a reduced scope of operations following divestitures,"
said Standard & Poor's credit analyst Christopher DeNicolo.

In 2003, Sabreliner sold its turbine engine repair business and a
fixed based operator in St. Louis, using the proceeds to reduce
debt. The divestitures reduced the company's size and diversity.
The business is now divided into three segments: flight
sustainment, aircraft enhancements, and government services. The
main driver of growth for the company is expected to be the
completion of high-end business jets. However, this will be offset
somewhat by the loss of a significant aircraft maintenance and
logistics contract with the U.S. government.

Although Sabreliner has reduced debt significantly in the past two
years, credit protection measures are still quite weak. Somewhat
better earnings in fiscal 2005 are likely to result in a modest
improvement in financial ratios, but further debt reduction is
unlikely in the near term. The company does not publicly release
financial information.

Lower debt levels and the prospects for strengthening in the
business jet market are expected to enable Sabreliner to maintain
a credit profile consistent with current ratings.


SIGHT RESOURCE: First Creditors Meeting Slated for July 30
----------------------------------------------------------
The United States Trustee will convene a meeting of Sight Resource
Corporation's creditors at 1:30 p.m., on July 30, 2004, in Suite
2050 at the Office of the U.S. Trustee, 36 East Seventh Street,
Cincinnati, Ohio 45202.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Cincinnati, Ohio, Sight Resource Corporation --
http://www.sightresource.com/-- manufactures, distributes and  
sells to the general public eyewear and related products and
services through retail eye care centers operated by its wholly
owned subsidiaries.  The Company filed for chapter 11 protection
on June 24, 2004 (Bankr. S.D. Ohio Case No. 04-14987).  Jennifer
L. Maffett, Esq., and Louis F Solimine, Esq., at Thompson Hine
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$5,400,000 in total assets and $12,500,000 in total debts.


SOLUTIA: Amends $500 Million DIP Financing Facility One More Time
-----------------------------------------------------------------
Amendment No. 1 to Financing Agreement and Waiver, dated as of
March 1, 2004.  The Amendment provides the Solutia, Inc. Debtors
with additional time to comply with certain post-closing covenants
and to provide for the addition of a new entity as the "Co-
Documentation Agent" under the DIP Agreement.  No fees were paid
by the Debtors in connection with the First Amendment.

The Debtors have made significant progress in stabilizing their
business operations and working with parties-in-interest in the
Chapter 11 cases to build a basis for a reorganization plan.
Central to that process has been the development of a new
business plan, which sets forth the key operational and
restructuring initiatives that the Debtors will pursue to allow
them to maximize the value of their businesses and emerge from
Chapter 11 as stronger companies.  The business plan contemplates
the restructuring of certain of the Debtors' contractual and
lease obligations and the streamlining of business operations
through the wind-down or sale of certain of the Debtors'
businesses.

In the course of developing the business plan, the Debtors
determined that certain of the contemplated changes and
initiatives either would be prohibited by covenants or other
restrictions in the DIP Agreement.  Accordingly, the Debtors
entered into good faith, arm's-length negotiations with the DIP
Agent and the DIP Lenders to amend the terms of the DIP Agreement
to facilitate the implementation of the Debtors' reorganization
strategy and to provide the Debtors with an increased level of
flexibility in managing their operations while in Chapter 11.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, relates that the negotiations have been fruitful.  The
Debtors have worked with the DIP Agent to reach an agreement on a
second amendment to the DIP Agreement, which have been presented
to the individual DIP Lenders for review and approval.

                       The Second Amendment

Pursuant to the Second Amendment, the Debtors stand to gain
important flexibility to make necessary changes in their
operations and agreements related to those operations in a way
that will allow the Debtors to achieve significant cost savings
and liquidity improvements, along with streamlining their
operations and simplifying certain reporting and other compliance
requirements.

The proposed Second Amendment will benefit the Debtors in these
key areas:

    A. Asset Sales and Restructuring

       The Second Amendment will facilitate asset sales and
       business restructuring activities by permitting:

       (1) numerous asset dispositions and other general
           categories of asset transactions, including:

           (a) the sale of specified business lines and other
               enumerated assets of the Solutia Group;

           (b) sales or leases and subleases of specified
               parcels of real estate owned or leased by the
               Solutia Group that are not used in its core
               business operations;

           (c) sales of certain assets of minor business lines
               that are wound down, like the Chlorobenzene
               business; and

           (d) certain other sales pursuant to other motions under
               Section 363 of the Bankruptcy Court or the Court-
               approved non-core asset sales procedures;

       (2) certain asset sale transactions involving non-cash
           consideration, like ongoing earn-out payments or
           land swaps; and

       (3) certain de minimis charitable donations by non-Debtor
           Subsidiaries and donations or below-market sales of
           certain parcels of real estate by the Debtors where
           appropriate.

    B. Mandatory Prepayments/Commitment Reductions

       The Second Amendment will modify existing loan prepayment
       requirements by permitting the Debtors to retain proceeds
       of certain asset dispositions and extraordinary receipts
       that would otherwise be required to be used to permanently
       pay down loans under the DIP Agreement.  The Second
       Amendment will:

       (1) increase the amount of proceeds of all Dispositions and
           Extraordinary Receipts not generally subject to
           mandatory prepayment requirements from $2,500,000 to
           $7,500,000, and clarify and expand the types of
           Extraordinary Receipts that benefit from this carve-
           out;

       (2) permit the retention of the first $5,000,000 of
           proceeds of Specified Property Dispositions and limit
           the prepayment obligation for proceeds of the
           Specified Property Dispositions to 50% of the next
           $10,000,000 of sale proceeds; and

       (3) clarify the allocation of proceeds of asset sales that
           involve assets subject to liens of both the DIP Lenders
           and the holders of the Eurobonds issued by Solutia's
           Belgian subsidiary, Solutia Europe, SA/NV.

    C. Contract and Lease Restructurings

       The Second Amendment will contain provisions that increase
       the Debtors' flexibility to replace, modify or reap the
       benefits of certain of their existing contracts and leases
       so as to meet cost reduction and other goals set forth in
       the business plan.  The Second Amendment will:

       (1) permit the entry into certain sale-leaseback
           transactions;

       (2) permit the Debtors to enter into stipulations regarding
           lifting the stay for certain fully secured obligations
           and to make related prepetition payments;

       (3) allow the Debtors greater flexibility in restructuring
           prepetition contracts and leases through its assumption
           or replacement, including in the areas of:

           (a) granting ordinary course indemnities in connection
               with the execution of new contracts and leases;

           (b) entering into capital leases and operating leases;
               and

           (c) permitting amendments to material contracts that
               are not materially adverse to the DIP Lenders;

       (4) permit the Debtors to continue implementing a
           prepetition restructuring agreement with respect to the
           deferral of certain payments from Astaris, LLC; and

       (5) permit the Debtors to pay up to $5,000,000 per year,
           and pay reasonable related fees and expenses, in
           respect of certain prepetition litigation settlement
           agreements, which may preserve the Debtors' rights to
           realize benefits under those agreements.

    D. Operational Flexibility

       Provisions of the Second Amendment will enhance the
       Debtors' ability to take other operational steps to improve
       their business operations consistent with the business plan
       by:

       (1) allowing the Debtors and their Subsidiaries to increase
           short-term liquidity and mitigate collection risks
           through limited sales of accounts receivable;

       (2) facilitating the marketing of new products or the
           establishment of new customer relationships by
           permitting certain sales of inventory subject to
           ordinary course return or approval rights;

       (3) permitting the Debtors to make general payments in
           respect of de minimis prepetition claims up to a
           $1,500,000 limit and subject to the Court's approval;

       (4) clarifying the Debtors' right to engage in the wind-
           down of minor business lines, and permitting the
           liquidation or merger of certain "Significant
           Subsidiaries";

       (5) permitting certain de minimis acquisitions of all or
           substantially all of the assets of other entities and
           certain other equity investments and capital
           contributions;

       (6) granting the Debtors greater flexibility in structuring
           voluntary environmental remediation activities on real
           properties owned by the Debtors by permitting
           implementation of certain institutional controls like
           land-use and natural resource-use restrictions,
           access restrictions and other restrictive covenants
           that "run" with the land; and

       (7) streamlining the Debtors' reporting requirements by
           reducing the number of reports which must be provided
           in respect of minor environmental issues and inventory
           held on consignment, and clarifying the types of
           notices which must be provided to the DIP Lenders and
           the means by which those notices are delivered.

Ms. Labovitz clarifies that the Second Amendment will not modify
the financial covenants set forth in the DIP Amendment.

The terms and conditions of the proposed Second Amendment also
contemplate that the Debtors will pay an amendment fee of 12.5
basis points, or $656,250, to the DIP Lenders and a documentation
fee of $250,000 to the DIP Agent.  The Debtors, the DIP Lenders
and the DIP Agent have negotiated these fees at arm's length and
in good faith.  Based on those negotiations and the benefits of
the Second Amendment, the Debtors believe that payment of the
Amendment-Related Fees is prudent and will be more than recouped
in the context of the cost savings and liquidity enhancements
that the Second Amendment will permit.

Accordingly, the Debtors seek the Court's authority to:

    -- amend the DIP Agreement; and

    -- pay the Amendment-Related Fees in connection with the
       amendment.

The Debtors have evaluated their financing and operational needs
in light of their intended reorganization strategy.  The Debtors
decided that it is more prudent from a business perspective to
enter into a single comprehensive amendment to the DIP Agreement
to facilitate the implementation of that business strategy,
rather than incurring the costs and expenses associated with
seeking individual waivers and consents for the numerous actions
they may desire to take during the course of the Chapter 11
cases.

The Second Amendment will afford the Debtors significantly
improved ability to refine and implement their restructuring
strategy and should provide them with increased flexibility in
managing their day-to-day operations and with comfort that those
day-to-day operations will not result in the inadvertent breach
of onerous or ambiguous loan provisions.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Court Authorizes Spiegel Catalog Assets Sale
---------------------------------------------------------
Spiegel, Inc. reports that it received no Qualified Overbids for
the Spiegel Catalog Assets before the court-approved Bid
Deadline.  Therefore, no auction was conducted and Spiegel Catalog
International is deemed the successful bidder, with its $53.4
million offer.

Accordingly, Judge Blackshear authorizes the Debtors to sell the  
Spiegel Catalog Assets pursuant to the Catalog Stock Purchase  
Agreement.

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)   


UAL CORP: Wants Court to Nix 7 Claims Totaling $700 Million
-----------------------------------------------------------
The UAL Corp. Debtors seek to disallow seven claims:

       Claimant              Claim No.           Amount
       --------              ---------           ------
       Kevin Conboy            3355           $100,000,000
       Maric Ladley            3356            100,000,000
       Amy Kogen               3357            100,000,000
       Joel Kogen              3358            100,000,000
       Biju Mathew             3359            100,000,000
       Bindu Mathew            3360            100,000,000
       Jacqueline Jackson      3361            100,000,000

The Claimants allege that they purchased tickets on United  
Airlines' flights during July or August 2000 and that they are  
entitled to $100,000,000 each in relief because their flights  
were delayed or cancelled, or their baggage was delayed or lost.   
As a result, the Claimants state that the contract under which  
they purchased tickets was "illusory" and the Debtors breached  
the implied terms based on custom and good faith.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge  
Wedoff that each of the Claims is identical, repetitive and  
arises out of a single lawsuit that was filed in the Circuit  
Court of Cook County, Chancery Division.  The lawsuit was  
dismissed with prejudice by the Honorable Richard A. Siebel more  
than two years ago.  Since the Debtors have been vindicated in  
this action, the Claimants cannot assert a valid claim, pursuant  
to Section 502(b)(1) of the Bankruptcy Code.  Mr. Sprayregen  
insists that Judge Wedoff should disallow and expunge the Claims.   
At a minimum, the Claims should be reduced to a single claim.

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


STRUCTURED ASSET: Fitch Takes Various Rating Actions
----------------------------------------------------
Fitch Ratings affirms 12 classes of Structured Asset Securities
Corp. residential mortgage-backed certificates, as follows:

Structured Asset Securities Corp. mortgage pass-through
certificates, series 2002-22H group 1:

               --Class 1A affirmed at 'AAA';
               --Class B1-I affirmed at 'AA';
               --Class B2-I affirmed at 'A';
               --Class B3-I affirmed at 'BBB';
               --Class B4-I affirmed at 'BB';
               --Class B5-I affirmed at 'B' and removed from
                 Rating Watch Negative.

Structured Asset Securities Corp. mortgage pass-through
certificates, series 2002-22H group 2:

               --Class 2A affirmed at 'AAA';
               --Class B1-II affirmed at 'AA';
               --Class B2-II affirmed at 'A';
               --Class B3-II affirmed at 'BBB';
               --Class B4-II affirmed at 'BB';
               --Class B5-II affirmed at 'B' and removed from
                 Rating Watch Negative.

The affirmations reflect credit enhancement consistent with future
loss expectations.


UNIFLEX: U.S. Trustee Schedules Sec. 341(a) Meeting on August 4
---------------------------------------------------------------
The United States Trustee will convene a meeting of Uniflex,
Inc.'s creditors at 2:30 p.m., on August 4, 2004, in Room 2112 at
J. Caleb Boggs Federal Building, 2nd Floor, 844 King Street,
Wilmington, Delaware 19801.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Hicksville, New York, Uniflex, Inc. --
http://www.uniflexbags.com/-- makes custom-printed plastic bags  
and other plastic packaging for promotions and advertising. The
Company filed for chapter 11 protection on June 24, 2004 (Bank.
Del. Case No. 04-11852).  Peter C. Hughes, Esq., at Dilworth
Paxson LLP represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed both estimated debts and assets of over $10 million.


UNIFLEX: Wants Donlin Recano as Claims, Notice & Ballot Agent
-------------------------------------------------------------
Uniflex, Inc., asks the U.S. Bankruptcy Court of Delaware for
permission to hire Donlin, Recano & Company, as the official
claims, noticing and balloting agent in their chapter 11
proceedings.

Donlin Recano will:

   a) prepare and serve required notices in the Chapter 11 case,
      including, without limitation:

      (1) the Section 341(a) Notice;

      (2) the bar date notice;

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

      (4) other miscellaneous notices to any entities, as
          Uniflex or the Court may deem necessary or appropriate
          for an orderly Chapter 11 case administration;

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

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

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

   e) provide claims recordation services and maintain the
      official claims register;

   f) provide balloting and solicitation services, including
      preparing ballots, producing personalized ballots and
      tabulating creditor ballots on a daily basis;

   g) provide other noticing, disbursing and related
      administrative services as may be required from time to
      time by Uniflex; and

   h) provide assistance with, among other things, data
      processing and ministerial administrative functions,
      including, at the request of Uniflex, assisting in the
      preparation of Uniflex's schedules, statements of
      financial affairs and master creditors lists, and any
      amendments to the it.

Uniflex will pay Donlin Recano an advance retainer of $1,500.

Donlin Recano will not charge Uniflex for these services:

   -- System usage set-up for noticing and docketing;
   -- Data input through tape conversion in Donlin Recano
      format;
   -- Website access;
   -- Document handling and document custody;
   -- Notices set-up; and
   -- Report formatting/set-up.

Donlin Recano will charge the Debtors for its notice and docketing
services at these rates:

   Services                              Rates
   --------                              -----
   A. System Usage
      1. Database Maintenance/Storage    $200 per month
      2. Data Input
         Tape conversion  
            Other Formats                $125 per hour

   B. Claims docketing/Support Services
      1. Client
         Data Entry (pre-coded)          $35 per hour
         Data Entry (uncoded)            $60 per hour

Headquartered in Hicksville, New York, Uniflex Inc. --
http://www.uniflexbags.com/-- makes custom-printed plastic bags  
and other plastic packaging for promotions and advertising.  
Uniflex filed for chapter 11 protection on June 24, 2004 (Bankr.
Del. Case No. 04-11852).  Peter C. Hughes, Esq., at Dilworth
Paxson LLP, represents the Debtor.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $10 million.


WASHINGTON MUTUAL: Fitch Affirms Low-B Ratings of 6 Classes
-----------------------------------------------------------
Washington Mutual Asset Securities Corporation commercial mortgage
pass-through certificates, series 2003-C1, are affirmed by Fitch
Ratings as follows:

               --$458.9 million class A at 'AAA';
               --Interest-only class X-1 at 'AAA';
               --$11.4 million class B at 'AA';
               --$2.9 million class C at 'AA-';
               --$12.9 million class D at 'A';
               --$2.9 million class E at 'A-';
               --$4.3 million class F at 'BBB+';
               --$5.7 million class G at 'BBB';
               --$2.9 million class H at 'BBB-';
               --$5.7 million class J at 'BB+';
               --$4.3 million class K at 'BB';
               --$1.4 million class L at 'BB-';
               --$2.9 million class M at 'B+';
               --$2.9 million class N at 'B';
               --$1.4 million class O at 'B-'.
          
Fitch does not rate the $5.7 million class P certificates.

The rating affirmations follow Fitch's review of the transaction,
which closed in March 2003. As of the June 2004 distribution date,
the pool's aggregate certificate balance has decreased 8.0% to
$526.1 million from $571.9 million at issuance.

One loan (0.69%) secured by a multifamily property located in
Charlotte, NC is in special servicing and is currently 90 days
delinquent. The property has experienced a decline in performance
since issuance. A resolution is currently being discussed with the
borrower; no losses are expected on the loan.


WASTECORP.: Delays Filing of Financial Statements
------------------------------------------------
Wastecorp. International Investments Inc. (TSX Venture: WII)
announces that it will be unable to file its audited financial
results for the fiscal period ending February 29, 2004, by July
16, 2004, the date required for filing under Policy 57-603 of the
Securities Act.

The preparation and filing of the financial statements has been
delayed as a result of the considerable and lengthy preparation
time of the company's draft disclosure statement and preliminary
plan of reorganization, and various Court approvals respecting
administrative commitments amongst other things. Furthermore,
Wastecorp. anticipates filing the audited financial statements
and the interim first quarter financial statements the sooner of
September 15, 2004.

On April 7, 2003, Wastecorp. International Investments Inc.,
together with its subsidiary, Wastecorp. Inc., filed voluntary
petitions for reorganization pursuant to Chapter 11 of the US
Bankruptcy Code in the United States, Bankruptcy Court in the
District of New Jersey. At this time, Wastecorp. are under the
joint administration of the Bankruptcy Court for the District of
New Jersey, pursuant to the Order dated April 10, 2003. Wastecorp.
is represented in Canada by Borden, Ladner, Gervais, and in the
United States by Cole, Schotz, Meisel, Forman & Leonard.

As a result of the late filing of the financial statements, as
required under the Securities Act, Wastecorp.'s securities may be
subject to a cease trading order affecting certain members of
management, as well as insiders of Wastecorp. If Wastecorp. does
not file its financial statements, pursuant to Ontario Securities
Commission Policy 57-603, by September 15, 2004, then a cease
trade order may be issued affecting all of Wastecorp.'s
shareholders. In this connection, Wastecorp. intends to fully
comply with the provisions of the alternate guidelines until it
has satisfied its financial reporting requirements with the OSC
throughout the period in which it is in default, and with any and
all information to be provided the Bankruptcy Court and in the
same manner as it would file a material change report, pursuant to
the Securities Act.

On May 12, 2004, Wastecorp. filed a preliminary disclosure
statement, as requested by US Bankruptcy Court - District of New
Jersey. The US Bankruptcy Court - District of New Jersey has
extended the exclusivity period in which to file a plan of
reorganization to July 30, 2004, and the exclusivity period
during which to solicit acceptances has also been extended to
September 28, 2004. As at this date, Wastecorp. cannot comment on
the outcome.

Wastecorp. Inc., headquarted in Glen Rock, New Jersey, is a waste
management company specializing in wastewater sewage treatment
with its Wastecorp. Marlow Plunger Pump line, medical waste
disposal, with its reusable sharps conainer program and plastic
and scrap tire recycling division.  


WEIRTON STEEL: Fair Harbor Offers 42% for Administrative Claims
---------------------------------------------------------------
Fair Harbor Capital, LLC, is offering creditors holding
administrative claims against Weirton Steel Corporation, and its
debtor-affiliates, 42 cents-on-the-dollar in cash.  The claim
purchaser's offer expires July 23, 2004, is on a first-come,
first-served basis, and is subject to due diligence and acceptable
documentation.  For additional information, contact:

      Joseph Grand
      Fair Harbor Capital, LLC
      875 Avenue of the Americas, Suite 2305
      New York, NY 10001
      Telephone (212) 967-4035
      Fax (212) 976-4148

Weirton sent letters to roughly 500 administrative claimants owed
$8.2 million in late June offering, subject to Bankruptcy Court
approval, to pay 50 cents-on-the-dollar on account of
administrative priority obligations not assumed by International
Steel Group.  Weirton indicated in his June correspondence to
Weirton Administrative Claimants that it will take three to four
months to determine whether or not Weirton's estate is
administratively solvent.  Weirton's 50% offer expired by its own
terms on July 1, 2004.  The contact person for the 50% offer is:

      Robert C. Fletcher
      Authorized Agent
      Weirton Steel Corporation
      400 Three Springs Drive  
      Weirton, WV 26062
      Telephone (304) 797-2000


WILSONS LEATHER: Repurchases & Cancels $22M of 11-1/4% Sr. Notes
----------------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) repurchased and
cancelled $22.0 million 11-1/4% Senior Notes due August 15, 2004.
This repurchase reduces the total amount of the 11-1/4% Senior
Notes to $8.6 million outstanding.

                      About Wilsons Leather   
  
Wilsons Leather is the leading specialty retailer of leather   
outerwear, accessories and apparel in the United States. As of
May 29, 2004, Wilsons Leather operated 457 stores located in 45
states and the District of Columbia, including 332 mall stores,
108 outlet stores and 17 airport stores. The Company regularly   
supplements its permanent mall stores with seasonal stores during   
its peak selling season from October through January.   
  
                            *   *   *  
  
In its Form 10-Q for the quarterly period ended May 1, 2004,   
Wilsons the Leather Experts Inc. reports:  
  
"The Company currently does not have the funds to pay the   
outstanding principal amount of the 11 1/4% Senior Notes when they   
are due on August 15, 2004. The senior credit facility prohibits  
the Company from incurring any indebtedness which refunds,
renews, extends or refinances the 11 1/4% Senior Notes on terms
more burdensome than the current terms of such notes, and the rate
of interest with respect to any replacement notes cannot exceed
the sum of the rate of interest on United States treasury
obligations of like tenor at the time of such refunding, renewal,
extension or refinancing, plus 7.0% per annum. The Company
anticipates that it will not be able to refund, renew, extend or
refinance the 11 1/4% Senior Notes with indebtedness that would
comply with such limitations. However, if the Company completes a
sale of its capital stock by August 15, 2004, on terms that are
acceptable to the lenders under the senior credit facility, such
lenders have agreed that the Company may use the proceeds from
such sale to pay the 11 1/4% Senior Notes. The lenders have agreed
that the terms of the Equity Financing if consummated, would be
acceptable for this purpose. If the Company is unable to close the
Equity Financing for any reason, it will need to find an
alternative source of permitted financing for the repayment of the
11 1/4% Senior Notes before it will be permitted to borrow under
the senior credit facility. The Company anticipates that it will
need to access the revolving portion of the senior credit facility
by the middle of July 2004."


WMF PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: WMF Properties, Inc.
        1025 South Atlantic Avenue
        Daytona Beach, Florida 32118

Bankruptcy Case No.: 04-06808

Chapter 11 Petition Date: July 2, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: John S. Norton, Jr., Esq.
                  John S. Norton, Jr., P.A.
                  431 North Grandview Avenue, Suite B
                  Daytona Beach, FL 32818
                  Tel: 386-239-0770
                  Fax: 386-254-3190

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Thyssenkrupp Elevator         Equipment Purchase         $30,000

Nations Rent                  Equipment Rental           $16,000

Wachovia Bank                 Credit Card Debt            $8,000


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS             PCSA       (377)         291       13
Alliance Imaging        AIQ         (68)         628       20
Akamai Technologies     AKAM       (175)         279      140
Amazon.com              AMZN     (1,036)       2,162      568
Bally Total Fitness     BFT        (158)       1,453     (284)  
Blount International    BLT        (397)       400         83
Blue Nile Inc.          NILE        (27)          62       16     
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)
Choice Hotels           CHH        (118)         267      (42)
Cincinnati Bell         CBB        (640)       2,074      (47)
Compass Minerals        CMP        (144)         687      106   
Cubist Pharmaceuticals  CBST        (18)         223      91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)
Echostar Comm           DISH     (1,033)       7,585    1,601
WR Grace & Co           GRA        (184)       2,874      658   
Graftech International  GTI         (97)         967       94
Hawaian Holdings        HA         (143)         256     (114)   
Imax Corporation        IMAX        (52)         250       47
Imclone Systems         IMCL       (271)         382       (3)
Kinetic Concepts        KCI        (246)         665      228
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Technologies     LU       (3,371)      15,765    2,818
Maxxam INC              MXM        (601)       1,061      127
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (54)         169       83
Milacron Inc            MZ          (34)         712       17   
Northwest Airlines      NWAC     (1,775)      14,154     (297)
Nextel Partner          NXTP        (13)       1,889      277
ON Semiconductor        ONNN       (499)       1,161      213
Paxson Communications   PAX        (406)       1,284       67    
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (18)         172       41
Qwest Communications    Q        (1,016)      26,216   (1,132)
Quality Distributors    QLTY        (19)         371        7  
Sepracor Inc            SEPR       (619)       1,020      256
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT         (1)          64       33
Stratagene Corp.        STGN         (5)          39        9
Syntroleum Corp.        SYNM        (12)          67       11
UST Inc.                UST        (115)       1,726      727
Valence Tech            VLNC        (52)          21       (5)      
Vector Group Ltd.       VGR          (3)         628      142
Western Wireless        WWCA       (225)       2,522       15


                           *********

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.

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