TCR_Public/040714.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 14, 2004, Vol. 8, No. 144

                           Headlines

360NETWORKS: Panel Sues J. Fletcher Creamer to Recover $488,753
A.B.DICK: Files for Chapter 11 Protection to Facilitate Sale
A.B.DICK COMPANY: Case Summary & 30 Largest Unsecured Creditors
ABAR DEVELOPMENT: Case Summary & 2 Largest Unsecured Creditors
ADELPHIA: Devon Trustee Has Until Sept. 27 to Object to Claims

AFTON FOOD: Applies for BIA Protection After Default Notice
AIRLEASE LTD: Will Make Special Cash Distribution on August 6
ALLOY INC: Forms Strategic Alliance With Regal Entertainment Group
APPLIED DIGITAL: Subsidiary Wins $1.1M Contract from Tennessee
BALLY TOTAL FITNESS: Agrees to Redeem Stockholder Rights Plan

BORDEN CHEMICAL: Starts Formaldehyde Plant in Edmonton, Alberta
CANDESCENT TECHNOLOGIES: Wants to Hire PwC as Tax Accountants
CEDRIC KUSHNER: Forms New Ckrush Entertainment, Inc., Subsidiary
CHARTER COMMS: Jim Heneghan Named SVP -- Marketing & Advertising
CITIZENS COMMS: Fitch Downgrades Sr. Unsecured Debt Rating to BB

CLIFTONDALE OAKS: Case Summary & 9 Largest Unsecured Creditors
COUNTRYSIDE HOME LOANS: Fitch Takes Various Rating Actions
CROSSGEN ENTERTAINMENT: Employs Holland & Knight as Attorneys
DEEP WELL OIL: Signs Binding Agreement to Acquire Mikwec Energy
DEXTERITY SURGICAL: 3-Member Creditors' Committee Appointed

DII/KBR: Halliburton To Hold Q2 2004 Conference Call on July 23
DLJ COMMERCIAL: S&P Raises 1998-CF-1 Class B-4 Rating To BB+
ENRON BROADBAND: Objects To Metromedia's $24,711,625 Claims
ENRON CORPORATION: Modifies Fifth Amended Reorganization Plan
ENRON: AEGIS & Federal Want Stay Lifted for Insurance Proceeds

FEDERAL-MOGUL: Committees Have Until Sept. 30 To Commence Actions
FLEMING: Sureties Ask Court To Allow Disputed Claims For Voting
FRESH CHOICE: Voluntary Chapter 11 Case Summary
GLOBALNET IN'L: Gets Nod to Hire Todtman Nachamie as Counsel
GLYCOGENESYS INC: Closes $5 Million Funding From Institutions

HANOVER DIRECT: Chelsey Finance Provides $20MM New Loan Facility
HEALTH CARE: Completes $74.2 Million Gross Investments in Q2
HEARME: Expects to Make Final Liquidation Distribution in November
HOUGHTON MIFFLIN: Fitch Affirms BB- Senior Secured Debt Rating
IBERIA VILLAGE: Case Summary & 20 Largest Unsecured Creditors

INGRESS I: S&P Downgrades $21,250,000 Class C Note Rating To B-
INN OF THE MOUNTAIN: Completes 12% Senior Debt Exchange Offer
JEAN COUTU: S&P Assigns BB- Rating to Long-Term Corporate Credit
KAISER ALUMINUM: East Baton Rouge Offers $2 Mil. for Properties
LAIDLAW: Selling Up to 3,777,419 Shares to Benefit Pension Trust

LANTIS EYEWEAR: Gets Court Nod to Appoint BSI as Claims Agent
LASER MORTGAGE: Declares Final Liquidation Distribution
LEINER HEALTH: Signs Distribution Agreements With IMPAX Labs
LOEWEN: Mayflower to Sell Security Plan Life Shares to Citizens
MAGELLAN HEALTH: Will Webcast Q2 2004 Results on July 29

MAJESTIC STAR: Legends Gaming to Buy Black Hawk Casino for $66 Mil
MANUFACTURED HOUSING: S&P Lowers 1999-4 Class B-1 Rating to D
MARINER POST-ACUTE: Wants To Discharge, Release & Remove 21 Liens
MCWATTERS MINING Court Approves Sigma-Lamaque Proposals
MIRANT AMERICAS: Wants To Reject El Paso Transportation Contract

MORGAN STANLEY: S&P Raises 1998-CF1 Class E & F Ratings to BB+/BB-
MORGAN STANLEY: S&P Downgrades 1997-XL1 Class H Note Rating to D
N-VIRO INTL: Strained Liquidity Triggers Going Concern Uncertainty
NEW CENTURY COMPANIES: Looks for More Capital to Fund Operations
NEW WEATHERVANE: Gets Interim Court Nod for $6 Million DIP Credit

NIKITA INC: Case Summary & 16 Largest Unsecured Creditors
OWENS CORNING: Plans to Build New Foam Insulation Plant in Oregon
OWENS CORNING: Provides Court with Status Report
PACIFIC GAS: Enters Into Four Loan Pacts Providing $345 Million
PARMALAT: CoolBrands Acquires Kinnet Dairy Distribution Assets

PARMALAT GROUP: Citigroup Probe Period Extended through July 30
PEGASUS: Hires Capital Management as Cooperative Issues Expert
PG&E NATIONAL: USGen Inks Salem Harbor Pact With ISO New England
PILLOWTEX CORP: Wants Court to Disallow Various Big Claims
POLO BUILDERS: U.S. Trustee Meets With Creditors on July 27

QWEST COMMS: Signs Exclusive 2-Year Service Contract with Wet Seal
R L WASHINGTON: Case Summary & 11 Largest Unsecured Creditors
REFCO GROUP: S&P Rates Long-Term & Senior Secured Debt at BB-
RELIANCE GROUP: Bank Committee Responds To Disclosure Objections
ROYAL HAWAIIAN: Case Summary & 20 Largest Unsecured Creditors

SHAW GROUP: Subsidiary Awarded EPC Contract by Marathon Ashland
SIGHT RESOURCE: Look for Bankruptcy Schedules by August 23
SIRIUS SATELLITE: Registers 2-1/2% Conv. Notes & Shares for Resale
SOLUTIA INC: Asks for November 15 Deadline to Decide on Leases
SPIEGEL: Wants Court Nod To Assume & Assign Newport News Lease

TEXAS PETROCHEMICALS: Names Charles W. Shaver President and CEO
TNP ENTERPRISES: Fitch Downgrades Ratings to Low-B & Junk Levels
TWODAYS PROPERTIES: Lease-Related Decisions not Due Until Aug. 6
UAL CORP: Wants Nod To Restructure 10 Aircraft Financing Pacts
UNIFLEX: U.S. Trustee Names 5-Member Creditors' Committee

VESTA INSURANCE: Fitch Removes All Ratings from Negative Watch
WEIRTON: United States EPA Wants Disclosure Statement Modified
WORLDCOM INC: Class 3A Bank Claimants Ask To Enforce Stipulation
WR GRACE: Asbestos Personal Injury Committee Issues Status Report

* Cadwalader Names Barnes, Lanning & Pauquette as Special Counsel
* Dewey Ballantine Adds Alison L. Smith as Litigation Partner
* Douglas Greenburg Returns to Winston & Strawn's D.C. Office
* Local Law Firm Alvarado Smith Links Up With Adorno & Yoss

* Upcoming Meetings, Conferences and Seminars

                           *********

360NETWORKS: Panel Sues J. Fletcher Creamer to Recover $488,753
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
360networks inc. chapter 11 cases, on the Debtors' behalf, seeks:

    (a) the avoidance, recovery and turnover of preferential
        transfers totaling at least $488,753 that the Debtors
        made to J. Fletcher Creamer & Son, Inc., on or within
        90 days before the Petition Date; and

    (b) in the alternative, the avoidance, recovery and turnover
        of fraudulent transfers totaling at least $488,753 that
        the Debtors made to J. Fletcher during the one-year
        period prior to the Petition Date.

According to Norman N. Kinel, Esq., at Sidley Austin Brown
& Wood, LLP, in New York, on March 26, 2002, the Debtors demanded
J. Fletcher to return the Transfers.  But J. Fletcher refused.

Mr. Kinel points out that:

   (a) each of the Transfers was made to J. Fletcher for or on
       account of an antecedent debt the Debtors owed before
       each Transfer was made;

   (b) J. Fletcher was a creditor at the time of the Transfers;

   (c) the Transfers were made while the Debtors were insolvent;
       and

   (d) by reason of the Transfers, J. Fletcher was able to
       receive more than it would otherwise receive if:

       -- the Debtors' Cases were cases under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers had not been made; and

       -- J. Fletcher received payment of the debts in a
          Chapter 7 proceeding in the manner the Bankruptcy Code
          specified.

Moreover, Mr. Kinel informs Judge Gropper that on or within one
year before the Petition Date, the Debtors made fraudulent
transfers to or for J. Fletcher's benefit.

On March 26, 2002, the Debtors made a written demand for J.
Fletcher to return the Fraudulent Transfers.  But J. Fletcher
didn't heed the demand.

Mr. Kinel asserts that:

   (a) the Debtors received less than a reasonable equivalent
       value in exchange for the Fraudulent Transfers;

   (b) upon information and belief, any consideration or value
       for the Fraudulent Transfers was received by the Debtors'
       affiliate;

   (c) at the time of the transfers, the Debtors were insolvent;
       and

   (d) J. Fletcher was the original transferee of the Fraudulent
       Transfers pursuant to Section 550(a)(1) of the Bankruptcy
       Code.

Accordingly, the Committee asks the Court to:

   (a) declare, pursuant to Section 547 of the Bankruptcy Code,
       that the Transfers be and are avoided;

   (b) pursuant to Section 547, declare that J. Fletcher pay to
       the Debtors $488,753, representing the amount it owed,
       plus interest from the date of the Debtors' Demand Letter
       as permitted by law;

   (c) pursuant to Section 550, declare that J. Fletcher pay to
       the Debtors at least $488,753, representing the amount it
       owed, plus interest from the date of the Demand Letter as
       permitted by law;

   (d) in the alternative, pursuant to Section 548, declare that
       the Fraudulent Transfers be and are avoided;

   (e) in the alternative, declare that J. Fletcher pay at
       least $488,753, representing the amount it owed, plus
       interest from the date of the Debtors' Demand Letter for
       the return of the amount;

   (f) provide, pursuant to Section 502(d), that any and all J.
       Fletcher claims against the Debtors be disallowed until it
       repays in full the amount of the Transfers or, in the
       alternative, the Fraudulent Transfers, plus all applicable
       interest; and

   (g) award to the Committee and the Debtors all costs,
       reasonable attorneys' fees and interest.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


A.B.DICK: Files for Chapter 11 Protection to Facilitate Sale
------------------------------------------------------------
A.B.Dick Company, a privately held, worldwide supplier of
equipment and supplies to the graphic arts and printing industry,
has signed a purchase agreement with Presstek, Inc. (Nasdaq:
PRST), a leading manufacturer and marketer of high- tech digital
imaging solutions for the graphic arts and laser imaging markets,
to acquire the business and assets of A.B.Dick. The purchaser
intends to operate the A.B.Dick business as a wholly-owned
subsidiary based in Niles, Illinois.

A.B.Dick, its parent company, Paragon Corporate Holdings, Inc.,
and Paragon subsidiaries Itek Graphix, Inc., Interactive Media
Group, and Multigraphics LLC filed voluntary petitions for
protection from creditors under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware. During the Chapter 11 process, A.B.Dick and all its
units will continue to manufacture and deliver products and
provide services to customers as usual.

The Chapter 11 filings do not include the A.B.Dick subsidiaries in
Canada and the United Kingdom, which operate independently of
A.B.Dick (U.S.) and are not directly affected by the Company's
financial situation. The pending sale to Presstek does include the
U.K. operation.

A.B.Dick also announced that Presstek and A.B.Dick's current
lender, KeyBank, will provide a $7 million debtor-in-possession
(DIP) credit facility, subject to Court approval. The DIP
financing will be used for salaries and benefits of employees of
the entities in Chapter 11, as well as for materials and services
from vendors, ongoing operating expenses and other working-
capital requirements necessary to fund the Company's operations
through the closing of the sale.

Frank Zaffino, Chairman of Paragon, said, "A.B.Dick has been
working to grow and strengthen operations, and we had hoped to
further develop our business through a strategic transaction
outside the bankruptcy process. Unfortunately, industry conditions
have combined to severely pressure cash flow and this filing has
become necessary. The Chapter 11 filing, together with the DIP
financing, should allow A.B.Dick to operate with no interruption
of business, and to satisfy ongoing obligations to customers while
we finalize a sale. We look forward to a smooth and swift
conclusion to the sale process."

Zaffino said that successful printing companies in the future will
need to adopt digital technologies and workflow, and that the
combined capabilities of Presstek and A.B.Dick would bring to the
market a set of skills, technologies, products and services suited
to lead a digital transformation in the in-plant, quick print, and
small commercial print markets.

Terms of the transaction will be included in filings to be made
with the Bankruptcy Court. In accordance with Section 363 of the
Bankruptcy Code, other interested parties will have an opportunity
to submit bids through a court-supervised process. A.B.Dick
intends to ask the Bankruptcy Court to assign a near-term deadline
for submission of other bids, as well as dates for an auction and
a final hearing.

Presstek, Inc. is a leading manufacturer and marketer of
environmentally responsible high-tech digital imaging solutions to
the graphic arts and laser imaging markets. For more information
on Presstek, visit http://www.presstek.com/

A.B.Dick Company celebrates 120 years as a leading worldwide
supplier to the graphic arts and printing industry in 2004. It
manufactures and markets equipment and supplies for all stages of
document creation -- pre-press, press and post-press -- and
provides continuing service and support. For more information:
Scott MacKenzie, Vice President, Marketing, 7400 Caldwell Ave.,
Niles, IL 60714. Telephone (847) 779-1900, Web:
http://www.abdick.com/


A.B.DICK COMPANY: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: A.B.Dick Company
             7400 Caldwell Avenue
             Niles, Illinois 60714-3806

Bankruptcy Case No.: 04-12002

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Multigraphics LLC                       04-12003
      Interactive Media Group, Inc.           04-12005
      Paragon Corporate Holdings, Inc.        04-12006

Type of Business: The Debtor is presently a leading global
                  supplier to the graphic arts and printing
                  industry, manufacturing and marketing
                  equipment and supplies for the global quick
                  print and small commercial printing markets.
                  See http://www.abdick.com/

Chapter 11 Petition Date: July 13, 2004

Court: District of Delaware

Judge: Charles G. Case II

Debtors' Counsels: Frederick B. Rosner, Esq.
                   Jaspen Schlesinger Hoffman
                   1201 North Orange Street, Suite 1001
                   Wilmington, DE 19801
                   Tel: 302-351-8000
                   Fax: 302-351-8010

                   Jami B. Nimeroff, Esq.
                   Buchanan Ingersoll P.C.
                   1201 North Market Street, Suite 1501
                   Wilmington, DE 19801
                   Tel: 302-428-5500
                   Fax: 302-428-3996

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
A.B.Dick Company             $10 M to $50 M     More than $100 M
Multigraphics LLC            $0 to $50,000      $1 M to $10 M
Interactive Media Group,     $100,000-$500,000  $50,000-$100,000
Inc.
Paragon Corporate Holdings,  $50 M to $100 M    More than $100 M
Inc.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

Entity                         Nature Of Claim      Claim Amount
------                         ---------------      ------------
MHR Institutional Partners LP  Promissory Note       $11,893,875
c/o MHR Fund Management, LLC
40 West 57th Street
Thirty-Third Floor
New York, NY 10019

Delaware Asset Management      Promissory Notes       $5,780,000
c/o Wells Fargo Bank
Minnesota, N.A.
Corporate Trust Services
MAC N9303-120
Sixth and Marquette
Minneapolis, MN 55479-0069

MHR Capital Partners LP        Promissory Note        $5,196,625
c/o MHR Fund Management, LLC
40 West 57th Street
Thirty-Third Floor
New York, NY 10019

Cleveland Union                Retiree Benefits       $3,009,256
c/o Al Lewis
UAW, Region 2B
1691 Woodlands Drive
Maumee, OH 43537

John P. Kirwan                 Promissory Note        $2,689,525
115 Franklin Street
Boston, MA 02110

OBIE & Co.                     Promissory Notes       $1,602,275
c/o JP Morgan Chase                                  (aggregate)
Attn: Carolyn Jernagin
811 Rusk Street
18-HCB-340
Houston, TX 77072

FAMCO Value Income Partners    Promissory Notes       $1,487,825
                                                     (aggregate)

Mitsubishi Imaging (MPM) Inc.  Trade Debt             $1,394,713
5505 N. Cumberland Avenue
Suite 307, Dept. CH17137
Chicago, IL 60656-1471

MHRM LP                        Promissory Note        $1,272,650
c/o MHR Fund Management, LLC
40 West 57th Street
Thirty-Third Floor
New York, NY 10019

Konica Business Technologies   Trade Debt               $960,087
500 Day Hill Road
Windsor, CT 06095

Esko Production A/S            Trade Debt               $954,761
Industriparken 35-37
DK-2750 Ballerup
Denmark

Ohio EPA                       Environmental Claim      $677,779
Lazarus Government Center
122 S. Front Street
Columbus, OH 43215-1099

Elof Hansson K K               Trade Debt               $568,933
302 Shuwa No. 2
Taranomon Building
21-19 Taranomob 1-Chome
Minato-Ku Tokyo 105
Japan

BNY Clearing Services LLC      Promissory Note          $561,950
Reorganization Department
4th Floor
111 East Kilbourn Avenue
Milwaukee, WI 53202

Global Graphics Software Inc.  Trade Debt               $346,250
5875 Trinity Parkway Ste. 110
Centerville, VA 20120

HT Specialty Inc.              Trade Debt               $314,187
622 Pullman Avenue
Rochester, NY 14615

Braden-Sutphin Ink Co.         Trade Debt               $306,104
3650 East 93rd Street
Cleveland, OH 44105

Presstek                       Trade Debt               $292,162
55 Executive Drive
Hudson, NH 03051

FAMCO Offshore Ltd.            Promissory Notes         $286,125
Distributees

Ernst & Young LLP              Trade Debt               $265,209
5 Times Square
New York, NY 10036

Varn Products Company Inc.     Trade Debt               $262,134
P.O. Box 828730
Philadelphia, PA 19182-8563

BBA Nonwovens Simpsonville     Trade Debt               $253,165
Inc.
One Lakeview Place, Ste. 204
Nashville, TN 37214

Base Line Inc.                 Trade Debt               $232,880

Van Son Holland Ink Corp.      Trade Debt               $224,279

Kodak Polychrome Graphics LLC  Trade Debt               $209,458

Microtek Lab Inc.              Trade Debt               $184,868

Baumfolder Corp.               Trade Debt               $184,679

Ohio Bureau of Workers'        Employee Benefits        $162,978
Compensation

Liberty Manual                 Employee Benefits        $151,816

Emkay                          Trade Debt               $131,550


ABAR DEVELOPMENT: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ABAR Development, Inc.
        605 Antietam Drive
        Stone Mountain, Georgia 30087

Bankruptcy Case No.: 04-70980

Chapter 11 Petition Date: July 5, 2004

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: David L. Miller, Esq.
                  Law Offices of David L. Miller
                  Suite 2615 - Tower Place 100
                  3340 Peachtree Road North East
                  Atlanta, GA 30326
                  Tel: 404-231-1933

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Dekalb County Tax Commissioner             $117,936

Sam Barber, Jr.                             $85,000


ADELPHIA: Devon Trustee Has Until Sept. 27 to Object to Claims
--------------------------------------------------------------
Judge Walsh extended the deadline for the Devon Liquidating
Trustee, Buccino & Associates, Inc., to object to proofs of claim
to September 27, 2004.

As previously reported, since Devon's plan was confirmed, the
Devon Debtors, the Devon Trustee and their professionals have
worked diligently and closely to timely resolve each of the proofs
of claim and interest filed in their Chapter 11 cases.  As a
result, the Devon Trustee filed and is prosecuting many Claim
Objections.

Despite the Devon Trustee's best efforts, Michael R. Nestor,
Esq., at Young, Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, says, there are still a number of claims outstanding.
The Devon Trustee believes that an extension would allow a
conclusive determination as to the existence of any additional
objectionable claims.

An extension of the Claims Objection Deadline was bargained for
in the Plan.  Specifically, the Plan grants the Devon Trustee the
right to extend the deadline by which it must object to claims.
The Plan further authorizes the Devon Trustee to seek an
extension by ex parte motion without notice or hearing.  Since an
extension was contemplated under the Plan, the Devon Trustee
believes that extending the Claims Objection Deadline is entirely
reasonable and appropriate.

The Devon Trustee has not shirked its duties under the Plan,
Mr. Nestor contends.  Rather, it worked diligently to evaluate the
remaining claims in a timely and efficient manner and is
prosecuting the Claims Objection.  (Adelphia Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AFTON FOOD: Applies for BIA Protection After Default Notice
-----------------------------------------------------------
July 12, 2004 / Business Wire

After the close of market on July 9th, 2004, Afton Food Group Ltd.
(TSX VENTURE:AFF) received formal notice from its secured lenders,
which include Rabobank Nederland Canadian Branch, Credit Union
Central of Ontario and HEPCOE Credit Union Limited that the
Company was in default of certain provisions of the lending
agreement including late or deficient principal and interest
payments. The default notice contained a demand for payment in the
amount of $19,529,871.16 representing the balance of principal,
interest, annual administration fee and amendment fee outstanding
under the lending agreement.

Accompanying the notice of default and demand for payment was a
"Notice of Intention to Enforce Security" also dated July 9, 2004.
Under the notice of intention to enforce security, the secured
lenders may exercise their rights to enforce their security after
the expiry of a ten-day notice period unless the outstanding
amounts are paid. The notice period may be waived by the Company.

The Company is unable to repay the balance of the secured loans
outstanding at this time. The Company is in the process of
applying for protection under the Bankruptcy and Insolvency Act
(BIA) as a response to the Notice of Default. Providing the
Company's application is approved, the Company will file a
subsequent application to have the BIA protection transferred to a
Companies' Creditors Arrangement Act (CCAA) filing. The purpose of
the Company's applications is to provide an opportunity to
participate in the restructuring process so that the interests of
all stakeholders are recognized.

Afton, through its subsidiaries, is a franchisor in the Quick
Service Restaurant industry with locations throughout Canada
operating under two principal brands, 241 Pizza and Robin's
Donuts.

At March 31, 2004, Afton Food Group's balance sheet shows a total
stockholders' deficit of $18,954,351 compared to a deficit of
$19,070,106 at December 31, 2003.


AIRLEASE LTD: Will Make Special Cash Distribution on August 6
-------------------------------------------------------------
Airlease Ltd., a California Limited Partnership, (OTC Bulletin
Board: AIRL), said the Board of Directors of its General Partner
has approved, in connection with the dissolution, winding up and
liquidation of Airlease, a special cash distribution of 88 cents
per unit. The special cash distribution will be payable August 6,
2004, to unitholders of record on July 22, 2004.

Airlease which sold its remaining aircraft in May 2004, has now
been dissolved and has ceased conducting business. The General
Partner of Airlease currently is winding up the affairs of
Airlease and expects to terminate Airlease at or before the end of
2004.

The Board of Directors of the General Partner approved this
distribution after concluding that the remaining assets of
Airlease, consisting only of cash and cash equivalents, are
reasonably likely to satisfy all creditors and liabilities of
Airlease through termination of Airlease. This distribution
represents a majority of the net available funds as of June 30,
2004. The 88 cents per unit distribution equates to approximately
$4,111,000 to be distributed pro rata to all unitholders,
including the General Partner.

The Board of Directors of the General Partner currently
anticipates making a final cash distribution to Unitholders out of
its remaining net available funds in conjunction with the
termination of Airlease at or before the end of 2004. After
accounting for the 88 cents per unit distribution, Airlease will
have approximately $841,000 in cash and cash equivalents remaining
on hand, part of which will be used to pay the Partnership's
expenses and liabilities in connection with winding up,
liquidating and terminating Airlease, which expenses the General
Partner currently estimates to be between $400,000 and $500,000.

Airlease Ltd., A California Limited Partnership has been engaged
in the business of acquiring, either directly or through joint
ventures, commercial jet aircraft, and leasing such aircraft or
parts thereof to domestic and foreign airlines, freight carriers
and charter companies. The general partner of the Partnership is
Airlease Management Services, Inc.


ALLOY INC: Forms Strategic Alliance With Regal Entertainment Group
------------------------------------------------------------------
Regal CineMedia Corporation(SM), the media subsidiary of Regal
Entertainment Group (NYSE:RGC), the largest theatre operator in
the world, and 360 Youth, the youth media and marketing unit of
leading media, marketing services, direct marketing and retail
company, Alloy, Inc. (NASDAQ:ALOY), entered into a joint venture
to establish a multi-faceted, targeted marketing channel
throughout REG's theatre circuit. The announcement was made by
Cliff Marks, President, Marketing and Sales, Regal CineMedia, and
Matt Diamond, CEO and Co-founder of Alloy, Inc.

Under the terms of the agreement, Alloy's 360 Youth will deploy
custom interactive kiosks, restroom media panels, and backlit
poster cases in REG theatres, comprising Regal Cinemas, United
Artists Theatres and Edwards Theatres nationwide, with a rollout
beginning immediately during the summer movie season. The custom-
built interactive kiosks with electronic 42" plasma screens
connected to the RCM Digital Content Network and 150 backlit
advertising panels will initially be deployed in 50 theatre
lobbies in the top-25 DMAs. An additional 550 backlit advertising
panels in 150 theatres and more than 2,600 restroom panels in 545
theatres, round out this new national media network. In addition,
the partnership allows for more promotional marketing
opportunities including event marketing and sampling programs.

"This new, first-of-its-kind theatre-based marketing network gives
major advertisers something rare in today's cluttered media
environment: a clean, multi-faceted channel to an active, aware,
attentive and well-understood customer base," said Marks. "The
marketing environment extends from the door, throughout the lobby,
the most-trafficked areas in the theatre, and on to the big
screen. We now have the tools to provide a much more immersive and
integrated product to our marketing partners."

The companies will work closely to establish the channel,
collaborating to develop a suite of flexible and sophisticated
marketing programs that draw on REG's geographic reach and
targeting capabilities and Alloy's youth and out-of-home marketing
expertise. Alloy's 360 Youth will assume field operations and take
the lead sales and marketing role.

The venture is a partnership between industry leaders. REG
operates the largest and most geographically diverse theatre
circuit in the United States, consisting of 545 theatres reaching
6,020 screens in 39 states. 360 Youth's existing proprietary
location media assets include the nation's only in-school and on-
campus advertising network, reaching 20,000,000 students annually,
with over 75,000 displays across elementary, middle school, high
school and college campuses nationwide. The recent acquisition of
InSite, the largest indoor media company, expands Alloy's reach
with over 13,000 targeted displays across 3,000 restaurants, clubs
and bars nationwide. The REG theatre network extends Alloy's reach
to over 300,000,000 annual theatergoers, and marks further
expansion for Alloy from its youth market foundation, into the
young adult market.

"Alloy's 360 Youth brings a wealth of expertise in the out-of-home
arena and is a natural partner to introduce this new platform,"
Marks said. "They own substantial media assets and robust research
capabilities that complement our core customer markets and
existing sales and marketing resources. After surveying the field,
it became obvious that Alloy was the best fit."

"The youth market is clearly a strong segment of the theatre going
audience," commented Diamond. "Our studies show that college
students and teens spend billions on movie tickets annually, and
go to the theatre on a regular basis. Based on that crossover, the
world's largest theatre circuit is the perfect platform for Alloy
to continue its expansion to new markets. We are thrilled and
proud to be working with Regal, an innovator and undisputed leader
in its class."

                   About Regal CineMedia

Regal CineMedia is a wholly owned subsidiary of Regal
Entertainment Group focusing on the expansion and development of
advertising and new uses for Regal's theatre assets, while at the
same time enhancing the movie-going experience. Regal CineMedia
operates other divisions that focus on meetings and special
productions in a theatre environment, including the presentation
of entertainment, sports and educational events, as well as the
sale of group tickets and gift certificates.

               About Regal Entertainment Group

Regal Entertainment Group (NYSE:RGC) is the largest motion picture
exhibitor in the world. The Company's theatre circuit, comprising
Regal Cinemas, United Artists Theatres, and Edwards Theatres,
operates 6,020 screens in 545 locations in 39 states. Regal
operates approximately 17% of all screens in the United States
including theatres in 46 of the top 50 U.S. markets and growing
suburban areas. The size, reach and quality of the Company's
theatre circuit not only provides patrons with a convenient and
enjoyable movie-going experience, but is also an exceptional
platform to realize economies of scale in theatre operations and,
through Regal CineMedia, develop new sources of revenue and cash
flow by utilizing Regal's existing asset base.

                        About Alloy

Alloy, Inc. is a media, marketing services, direct marketing and
retail company targeting Generation Y, a key demographic segment
comprising the more than 60 million boys and girls in the United
States between the ages of 10 and 24. Alloy's convergent media
model uses a wide range of media assets to reach more than 25
million Generation Y consumers each month. Through Alloy's 360
Youth media and marketing services unit, marketers can connect
with the Generation Y audience through a host of advertising and
marketing programs incorporating Alloy's media and marketing
assets such as direct mail catalogs, college and high school
newspapers, Web sites, school-based media boards, college guides,
and sponsored on- and off-campus events. Alloy generates revenue
from its broad reach in the Generation Y community by providing
marketers advertising and marketing services through 360 Youth and
by selling apparel, accessories, footwear, room furnishings and
action sports equipment directly to the youth market through
catalogs, Web sites and retail stores. For further information
regarding Alloy, please visit our Web site (www.alloyinc.com) and
click on "Investor Relations". Information on 360 Youth's
marketing services can be found at http://www.360youth.com/

                         *   *   *

              Liquidity and Capital Resources

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

"We have financed our operations to date primarily through the
sale of equity and debt securities as we generated negative cash
flow from operations prior to fiscal 2002. At January 31, 2004, we
had approximately $46.3 million of unrestricted cash, cash
equivalents and short-term investments along with $5.6 million of
marketable securities classified as non-current assets due to
their stated maturities and our intention to hold them for more
than one year. Our principal commitments at January 31, 2004
consisted of the Debentures, accounts payable, bank loans, accrued
expenses and obligations under operating and capital leases.

"Our liquidity position as of January 31, 2004 consisted of
$46.3 million of unrestricted cash, cash equivalents and short-
term investments. We expect our liquidity position to meet our
anticipated cash needs for working capital and capital
expenditures for at least the next 24 months, excluding the impact
of any potential, as yet unannounced acquisitions. If cash
generated from our operations is insufficient to satisfy our cash
needs, we may be required to raise additional capital. If we raise
additional funds through the issuance of equity securities, our
stockholders may experience significant dilution. Furthermore,
additional financing may not be available when we need it or, if
available, financing may not be on terms favorable to us or to our
stockholders. If financing is not available when required or is
not available on acceptable terms, we may be unable to develop or
enhance our products or services. In addition, we may be unable to
take advantage of business opportunities or respond to competitive
pressures. Any of these events could have a material and adverse
effect on our business, results of operations and financial
condition."


APPLIED DIGITAL: Subsidiary Wins $1.1M Contract from Tennessee
--------------------------------------------------------------
Perimeter Technology, a wholly owned subsidiary of Applied Digital
Solutions, Inc. (Nasdaq: ADSX), has been awarded a $1.1 million
contract to provide the State of Tennessee with a Net-VU Contact
Manager interaction management platform.

Under the contract, Perimeter Technology will provide the
Department of Human Services with a 250-agent telephony platform
which enables Skills Based Routing, IVR, Call Recording, Web Self-
service, E-mail Response and Knowledge Management, along with
robust real time and historical reporting capabilities.

"We look forward to the solutions this product will provide as we
implement our Family Assistance Service Centers later this year,"
said Glenda Shearon, Assistant Commissioner for Adult and Family
Services with the Department of Human Services. " Net-VU Contact
Manager offers us many features that will help us meet our goal of
improving client services."

Net-VU Contact Manager is an OEM branded coupling of Perimeter
Technology's VU-ACD Management Information System and the Customer
Interaction Center (CIC) from Interactive Intelligence (NASDAQ:
ININ).

                  About Perimeter Techology

Perimeter Technology -- http://www.ip-acd.com/-- a wholly owned
subsidiary of Applied Digital, delivers a comprehensive suite of
customer interaction tools consisting of ACD management systems,
IP-ACDs, Web contact solutions, soft phones and status displays.
The company specializes in Centrex-based contact centers with
customers ranging from small enterprises to multinational Fortune
500 companies. Perimeter serves many industries, including
manufacturing, financial, utilities, retail, health,
communications, high-tech, insurance, transportation and
government. The company has more than 700 customers and sells its
systems directly and through a reseller network composed of RBOCs,
ILECs, CLECs, ISPs and independent agents throughout the United
States, Canada, the U.K. and Australia. Perimeter was founded in
1987 and is headquartered in Manchester, NH.

               About Applied Digital Solutions, Inc.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of early warning alert,
miniaturized power sources and security monitoring systems
combined with the comprehensive data management services required
to support them. Through its Advanced Wireless unit, the Company
specializes in security-related data collection, value-added data
intelligence and complex data delivery systems for a wide variety
of end users including commercial operations, government agencies
and consumers. For more information, visit the company's website
at http://www.adsx.com/

                          *   *   *

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

"We are a Missouri corporation and were incorporated on May 11,
1993.  Our business has evolved during the past few years. We grew
significantly through acquisitions and since 1996 have completed
51 acquisitions. During the last half of 2001 and during 2002, we
sold or closed many of the businesses we had acquired that we
believed did not enhance our strategy of becoming an advanced
technology development company. These companies were primarily
telephone system providers, software developers, software
consultants, networking integrators, computer hardware suppliers
or were engaged in other businesses or had customer bases that we
believed did not promote or complement our current business
strategy.  As of December 31, 2003, our business operations
consisted of the operations of five wholly-owned subsidiaries,
which we collectively refer to as the Advanced Technology
segment, and two majority-owned subsidiaries, Digital Angel
Corporation (AMEX:DOC), and InfoTech USA, Inc. (OTC:IFTH)
(formerly SysComm International Corporation).  As of December 31,
2003, we owned approximately 66.9% of Digital Angel Corporation
and 52.5% of InfoTech USA, Inc.

"Historically we have suffered losses and have not generated
positive cash flows from operations.  Excluding the effects of a
gain on the extinguishment of debt of $70.1 million, we incurred a
consolidated loss from continuing operations of $66.5 million for
the year ended December 31, 2003.  We incurred consolidated losses
from continuing operations of $113.9 million and $188.6 million,
respectively, for the years ended December 31, 2002 and 2001, and
as of December 31, 2003, we had an accumulated deficit of $413.9
million. Our consolidated operating activities used cash of $11.4
million, $3.9 million and $18 million during 2003, 2002 and 2001,
respectively. Digital Angel Corporation has suffered losses and
has not generated positive cash flows from operations.  Digital
Angel Corporation incurred losses during 2003, 2002 and 2001,
which are presented below.  In addition, its operating activities
used cash of $4.7 million, $2.7 million and $3.2 million during
2003, 2002 and 2001, respectively.

"The reduced settlement payment of our debt obligations to IBM
Credit LLC, the conversion to equity of our obligations under
our 8.5% Convertible Exchangeable Debentures, and the sale of
3 million shares of our common stock under our 3 million share
offering, have been major factors mitigating concerns that existed
about our ability to continue as a going concern. Our
profitability and liquidity depend on many factors including the
success of our marketing programs, the maintenance and reduction
of expenses and our ability to successfully develop and bring to
market our new products and technologies. We have established a
management plan intending to guide us in achieving profitability
and positive cash flows over the twelve months ending December
31, 2003, however, no assurance can be given that such plan will
be realized."


BALLY TOTAL FITNESS: Agrees to Redeem Stockholder Rights Plan
-------------------------------------------------------------
Bally Total Fitness (NYSE: BFT) has agreed to redeem its
stockholder rights plan as part of an agreement reached with
Liberation Investments and Amalgamated Bank LongView SmallCap 600
Index Fund, and the Company reinforced its strong commitment to
enhance stockholder value. Liberation and Amalgamated have agreed
to withdraw the stockholder proposals recently put forth for
consideration at Bally's upcoming annual meeting. In conjunction,
Liberation has terminated its solicitation of proxies with respect
to all of its proposals, including separation of the offices of
Chief Executive Officer and Chairman of the Board, removal of the
Company's stockholder rights plan and declassification of the
Company's Board of Directors, and Amalgamated has agreed to
withdraw its Board declassification proposal.

Bally's Board of Directors will redeem the Company's existing
stockholder rights plan immediately. The Board will also adopt a
"poison pill" policy under which any new poison pill will require
prior stockholder approval. The independent directors of the Board
may act on their own to reinstate a pill, so long as the Board
subsequently submits the pill to a binding stockholder vote by the
later of the Company's next annual meeting or 270 days after the
pill is adopted.

Bally Chairman and CEO Paul Toback said, "Monday's actions
reinforce our strong commitment to enhancing stockholder value and
promoting good corporate governance."

As part of this commitment, Toback highlighted the following
initiatives:

    * Financing. The Company is actively engaged in discussions
      with several major financial institutions about the
      refinancing of the $100 million securitization facility.

    * Drive revenues. Bally's new marketing campaigns continue to
      drive strong leads and new member joins.

    * Return to profitability. Bally will continue to implement
      aggressive cost cutting programs, including the elimination
      of redundancies and inefficiencies within the organization.

Liberation owns approximately 5.8% of the Company's outstanding
shares. Liberation majority member Emanuel Pearlman said, "Going
forward, we anticipate supporting the Company's efforts to enhance
stockholder value."

                  About Bally Total Fitness

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Asia and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada(R) brands. With an estimated
150 million annual visits to its clubs, Bally offers a unique
platform for distribution of a wide range of products and services
targeted to active, fitness-conscious adult consumers.

                        *   *   *

As reported in the Troubled Company Reporter's May 3, 2004
edition, Fitch has lowered these ratings of Bally Total Fitness
Holding Corp.:

          --Secured bank credit facility to 'B+' from 'BB-';
          --Senior notes to 'B-' from 'B';
          --Senior subordinated notes to 'CCC' from 'B-'.

The downgrade reflects Bally's ongoing weak operating performance
and recent write-down of its receivables. Further, on March 30
Bally announced that its auditors resigned and the company just
disclosed that the Securities and Exchange Commission (SEC) is
investigating Bally's recent change in accounting for its
memberships. Simultaneously, Fitch is withdrawing all ratings and
will no longer provide analytical coverage of this issuer.


BORDEN CHEMICAL: Starts Formaldehyde Plant in Edmonton, Alberta
---------------------------------------------------------------
Borden Chemical, Inc. has completed startup of its new
formaldehyde plant at its manufacturing complex in Edmonton,
Alberta, Canada.

In addition, the company announced the start of a new Six Sigma
process improvement initiative designed to increase yields and
improve throughputs in its network of formaldehyde plants, with a
goal of creating "virtual plants" through anticipated capacity
improvements.

"Our new Edmonton plant, as well as our initiative to create
additional capacity through process improvements, reinforces our
commitment to be the world leader in formaldehyde production and
technology," said Reggie Jenkins, Business Director, Formaldehyde
and Derivatives.

                     New Edmonton Plant Adds
                 200 Million Pounds Of Capacity

The new formaldehyde plant in Edmonton adds 200 million pounds of
capacity to the site manufacturing complex, bringing annual
production capacity to 460 million pounds of 50 percent
formaldehyde solution. Formaldehyde made at the facility is used
by Borden Chemical to make resins for oriented strandboard and
other engineered wood product applications, and also is sold to
industrial users in the region. The new $10 million plant uses
silver catalyst technology and state of the art process controls
and environmental systems. It is the latest addition to the
company's Edmonton complex. In 2002, the company expanded the
site's resin production to meet growing demand in western Canada.
Built in 1957, the Edmonton complex has undergone a number of
significant expansions and improvements over the years and now is
one of the largest manufacturing operations in Borden Chemical's
plant network.

                Six Sigma Productivity Initiative
             To Generate Additional Network Capacity

The Edmonton plant is one of 17 Borden Chemical facilities in
North America producing formaldehyde to serve the wood products
sector and industrial markets. Globally, the company has a total
network of 25 locations that produce formaldehyde for these
markets. Through a joint venture affiliate, it also is
constructing a formaldehyde plant in China.

Through a Six Sigma initiative focused on increasing formaldehyde
yields and throughput, the company believes it can further expand
production without building additional facilities in North
America. The goal of the initiative is to create 400 millions
pounds of additional capacity in the next three years, the
equivalent of two "virtual plants," according to Executive Vice
President Joseph Bevilaqua. Six Sigma is a widely recognized
methodology to drive process improvement by eliminating waste and
inefficiency.

Bevilaqua said the company's Six Sigma "blackbelts" will lead the
initiative, using analytical tools and working in project teams
with operations, manufacturing and engineering, and commercial
associates. Work will start immediately with a focus on North
American operations. Methods that create improvements in the North
American plant network will be shared globally throughout Borden
Chemical's organization.

The company's Six Sigma program includes "voice of the customer"
input to ensure critical customer focus and quality aspects are
designed into all process enhancements, helping to create
competitively advantaged supplier-customer partnerships, Bevilaqua
said.

Borden Chemical is a leading global producer of formaldehyde with
annual production of approximately 5 billion pounds. The company
also is North America's leading supplier of resin systems for the
forest products industry. Its resins are used to produce a wide
range of structural panels, beams, joists and trusses, and other
engineered wood products.

The company also is a leading global source for industrial resins
and adhesives, UV-light curable coatings and other chemical
products serving a broad range of markets that include the fiber
optics, oilfield, composites, electronics, automotive and foundry
industries. You can find Borden Chemical on the web at
http://www.bordenchem.com/

                        *   *   *

As reported in the Troubled Company Reporter's July 8, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Borden Chemical Inc., including the 'BB' corporate credit rating,
on CreditWatch with negative implications, citing the announcement
that Apollo Management LP will acquire Borden Chemical.

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

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


CANDESCENT TECHNOLOGIES: Wants to Hire PwC as Tax Accountants
-------------------------------------------------------------
Candescent Technologies Corporation and its debtor-affiliate want
to hire PricewaterhouseCoopers LLP to assist them in connection
with real and personal property tax work for fiscal 2002 and 2003.

PricewaterhouseCoopers will:

   a) obtain the personal property tax returns, work papers,
      real and personal property tax assessments and bills, real
      property descriptive information and fixed asset records
      for each fiscal year;

   b) conduct a sample analysis of the fixed asset records and
      source documents to identify and preliminarily quantify
      tax savings;

   c) compile updated information on the business and industry
      conditions as of the January 1, 2002 and 2003 tax lien
      dates;

   d) identify potential obsolescence opportunities;

   e) if necessary, conduct an inspection of selected
      properties;

   f) discuss with Candescent our conclusions regarding
      potential tax reduction opportunities, as well as any
      errors, identified pursuant to our analysis and the
      factors supporting our conclusions;

   g) gather evidence to support a reduction in the original
      assessed value;

   h) represent Candescent in negotiations with the tax assessor
      to discuss any difference between the assessed value
      assigned by the tax jurisdiction and the value as
      estimated by PricewaterhouseCoopers; and

   i) identify and assist Candescent with property tax refund
      opportunities and the correction of errors.

PricewaterhouseCoopers will charge the Debtors $31,000 for both
fiscal years' work.

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.


CEDRIC KUSHNER: Forms New Ckrush Entertainment, Inc., Subsidiary
----------------------------------------------------------------
Cedric Kushner Promotions, Inc. (PK: CKHP) has formed a new
wholly-owned subsidiary, Ckrush Entertainment, Inc.  Ckrush will
focus on film and television. The formation of Ckrush reflects the
Company's strategic business plan to expand its position in the
entertainment industry.

"We are incredibly excited about the launch of the Ckrush
Entertainment brand," said Jim DiLorenzo, Vice President. "We
anticipate having an active slate of entertainment projects with a
particular emphasis on film and television. Ckrush will be a great
compliment to the CKP brand which focuses on sports and live
events."

            About Cedric Kushner Promotions, Inc.

Cedric Kushner -- whose December 31, 2003 balance sheet shows a
stockholders' deficit of $12,018,823 -- promotes world champion
and top contender boxers. In addition to its representation and
promotion efforts, the agency also produces and syndicates world
championship boxing events for distribution worldwide. A steady
program supplier to the world's leading television networks,
including HBO, SHOWTIME, ESPN, and EuroSport, the company promotes
televised events from venues all around the world.

With a roster rich in world champions and a track record that
includes having promoted approximately 300 world championship
bouts, CKP is at the forefront of the international boxing
business. CKP, formed in 1974 by promoter Cedric Kushner,
originally achieved prominence in the field of rock-'n-roll music
and is now one of the most active promoters of championship bouts
worldwide. In addition to its North American business, CKP is the
foremost American-based promoter of boxing in Europe and Africa.


CHARTER COMMS: Jim Heneghan Named SVP -- Marketing & Advertising
----------------------------------------------------------------
Margaret A. "Maggie" Bellville, Executive Vice President and Chief
Operating Officer of Charter Communications named Jim Heneghan to
Senior Vice President of Marketing and Advertising Sales for
Charter Communications, Inc. (Nasdaq:CHTR).  Mr. Heneghan was
previously Senior Vice President of Charter Media(R), the
Company's advertising sales and production services unit. He
succeeds Kip Simonson who resigned.

Ms. Bellville said Mr. Heneghan will maintain his current
responsibilities for advertising sales and production services,
and has assumed overall responsibility for Branding and Creative
Services, headed by Charter Vice President Greg Field; Product
Management, headed by Charter Vice President Barbara Hedges; and
Sales and Retail Distribution, headed by Charter Vice President
John Maurer.

In making the announcement, Ms. Bellville said, "Jim Heneghan has
played a critical role in developing the potential of Charter
Media. His leadership has helped make Charter Media a solidly
performing revenue source for the Company. I'm confident this
experience will translate well in this new and expanded role."

Mr. Heneghan joined Charter in March, 2001, as Vice President of
Advertising Sales for the Company's Western Operating Division. He
was promoted to Corporate Vice President of Charter Media in
February, 2002, and to Senior Vice President in May, 2003. Before
joining Charter, he was Director of Advertising Sales for Cable
One, with responsibility for advertising support in 19 states.
Previous to this, he was with Cable One's parent company, The
Washington Post, where he functioned in several capacities in
newspaper advertising sales. He also worked with the DDB Needham
and J. Walter Thompson advertising agencies.

Mr. Heneghan earned a Bachelor's degree in Economics and Political
Science from Bucknell University in Lewisburg, Pennsylvania.

                        About Charter

Charter Communications, Inc., a broadband communications company,
provides a full range of advanced broadband services to the home,
including cable television on an advanced digital video
programming platform via Charter Digital(TM) and Charter High-
Speed Internet Service(TM). Charter also provides business to
business video, data and Internet protocol (IP) solutions through
Charter Business Division. Advertising sales and production
services are sold under the Charter Media(R) brand.

More information about Charter can be found at
http://www.charter.com/

                         *   *   *

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Charter Communications Inc. and subsidiaries to positive from
developing. All ratings, including the 'CCC+' corporate credit
rating, were affirmed.

"The outlook revision is based largely on the company's improved
maturity profile following the April 2004 refinancing," explained
Standard & Poor's credit analyst Eric Geil. "Operating
improvement, including a slowing rate of basic subscriber loss,
also factored into the outlook revision."

Nevertheless, the ratings are still dominated by very high
financial risk from elevated leverage, negative discretionary cash
flow, and pressure from rising debt maturities, including $588
million in convertible debt due in 2005. Repayment of this debt
could depend on access to external financing, which will hinge on
Charter's demonstration of sustainable positive operating
momentum. Performance could be challenged by intense competition
for video customers from satellite TV companies, which have
recently increased promotional spending.


CITIZENS COMMS: Fitch Downgrades Sr. Unsecured Debt Rating to BB
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative Citizens Communications Company's senior unsecured debt
to 'BB' from 'BBB' and the rating assigned to Citizens Utilities
Trust 5% company obligated mandatorily redeemable convertible
preferred securities due 2036 to 'BB-'. In addition, Fitch has
withdrawn the 'F2' rating assigned to Citizens' commercial paper
as the company has no CP outstanding, nor has plans to issue CP in
the future.

The rating assigned to Electric Lightwave's $6 million of
outstanding 6.05% guaranteed notes due 2004 has been downgraded to
'BB' and withdrawn, given its maturity in May 2004. The Rating
Outlook is Stable. Fitch had placed Citizens on Rating Watch
Negative on Dec. 11, 2003 following the company's announcement to
consider strategic alternatives.

The rating action follows Citizens' July 11, 2004, announcement
that it will pay a $2 per common share special dividend to
shareholders in September 2004, and institute a quarterly dividend
of $0.25 per common share beginning in September 2004. The new
dividend program also concludes Citizens' review of financial and
strategic alternatives.

Fitch believes the dividend program is a material negative change
for the company from its previous strategy whereby it used free
cash flow for debt reduction. Instead, Citizens intends to enhance
shareholder value through the delivery of significant levels of
cash flow to shareholders. Assuming the conversion of all
Citizens' equity units and EPPICs, the special dividend would
amount to approximately $675 million, and the ongoing cash flow
requirements of the quarterly dividend would approximate $340
million annually. Debt reductions are likely to be significantly
lower in the future that in recent years, given that the ongoing
dividend will approximate 73% of 2004 free cash flow. Moreover,
the increase in dividends comes at a time when Fitch believes
Citizens' cash flows will be pressured by greater competition, and
potentially significant changes to access charges and universal
service funding that could be implemented over the next couple of
years.

Fitch estimates Citizens' total debt/EBITDA will be approximately
4.2 times (x) at the end of 2004 and will remain above 4.0x in
2005. In Fitch's view, leverage is not expected to decline
significantly in the next several years, given the expected flat
performance of its wireline-only telecommunications business, and
the expected high dividend payout ratio. Liquidity remains strong,
with $648 million in cash at March 31, 2004, and an undrawn, $805
million, five-year credit facility that matures in October 2006.

It should be noted that if Citizens is successful in remarketing
its equity units in August 2004, this will result in a cash inflow
of $460 million, but also a debt component with no equity credit.
Therefore leverage will increase materially following the
conversion since the company has no offsetting maturities to fund
until 2006.


CLIFTONDALE OAKS: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cliftondale Oaks, LLC
        236 Auburn Avenue, Suite 204
        Atlanta, Georgia 30303

Bankruptcy Case No.: 04-95161

Chapter 11 Petition Date: July 2, 2004

Court: Northern District of Georgia (Atlanta)

Judge: W. Homer Drake

Debtor's Counsel: Gary A. Barnes, Esq.
                  Gambrell & Stolz, LLP
                  3414 Peachtree Road
                  Suite 1600, Monarch Plaza
                  Atlanta, GA 30326
                  Tel: 404-577-6000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
DJP (Jana, Inc.)                            $42,594

Stites & Harbison                           $11,130

United Consulting                           $10,336

SSK Enterprise, Inc.                         $7,750

Austell Seed & Grass                         $7,358

Tidbitts Land Surveying                      $6,746

Erosion Management, Inc.                     $2,444

Grant Shepherd                               $1,121

Georgia Blue Print Co.                          $42


COUNTRYSIDE HOME LOANS: Fitch Takes Various Rating Actions
----------------------------------------------------------
Fitch Ratings has upgraded four, affirmed 15, downgraded four, and
placed one class on Rating Watch Negative from the following CWMBS
residential mortgage-backed securitizations:

Countrywide Home Loans, Inc. mortgage pass-through certificates,
series 1998-12 (Alt 1998-4):

               --Class A affirmed at 'AAA';
               --Class M affirmed at 'AAA';
               --Class B1 affirmed at 'AAA';
               --Class B2 affirmed at 'A';
               --Class B3 affirmed at 'BB';
               --Class B4 downgraded to 'CCC' from 'B,' and
                 removed from Rating Watch Negative.

Countrywide Home Loans, Inc. mortgage pass-through certificates,
series 1999-6 (Alt 1999-1):

               --Class A affirmed at 'AAA';
               --Class M affirmed at 'AAA';
               --Class B1 upgraded to 'AAA' from 'AA';
               --Class B2 upgraded to 'A+' from 'BBB';
               --Class B3 affirmed at 'BB';
               --Class B4 rated 'B,' placed on Rating Watch
                 Negative.

Countrywide Home Loans, Inc. mortgage pass-through certificates,
series 2001-26 (Alt 2001-11):

               --Class A affirmed at 'AAA';
               --Class M upgraded to 'AAA' from 'AA';
               --Class B1 upgraded to 'AA' from 'A';
               --Class B2 affirmed at 'BBB';
               --Class B3 affirmed at 'BB'
               --Class B4 downgraded to 'CCC' from 'B,' and
                 removed from Rating Watch Negative.

Countrywide Home Loans, Inc. mortgage pass-through certificates,
series 2002-11 (Alt 2002-7):

               --Class A affirmed at 'AAA';
               --Class M affirmed at 'AA';
               --Class B1 affirmed at 'A';
               --Class B2 affirmed at 'BBB';
               --Class B3 downgraded to 'BB' from 'BBB'
               --Class B4 downgraded to 'CC' from 'B.'

The upgrades reflect an increase in credit enhancement relative to
future loss expectations, and the affirmations on the above
classes reflect credit enhancement consistent with future loss
expectations.

The negative rating actions are the result of a review of the
level of losses incurred to date as well as Fitch's future loss
expectations on the delinquent loans in the pipeline relative to
the applicable credit support levels as of the June 25, 2004
distribution.


CROSSGEN ENTERTAINMENT: Employs Holland & Knight as Attorneys
-------------------------------------------------------------
The U.S. Bankruptcy Court gave its nod of approval to CrossGen
Entertainment, Inc., and its debtor-affiliates to employ Holland &
Knight LLP as its bankruptcy attorneys.

The Debtor informs the Court that the firm has extensive
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations under chapter 11 of the
Bankruptcy Code.  The Debtor chose Holland & Knight because of the
firm's experience in representing it before the Petition Date, its
ability to quickly respond to all issues that may arise in the
company's reorganization, including issues related to
restructuring of debt, the development of imaginative solutions to
difficult problems, debtors' and creditors' rights, securities and
tax issues, and ongoing litigation matters.

The specific attorneys and legal assistants presently designated
to represent the Debtor and their hourly rates are:

      Professional            Designation   Billing Rate
      ------------            -----------   ------------
      Rod Anderson            Partner       $350 per hour
      Noel Boeke              Associate     $250 per hour
      Jennifer Nichols-Moore  Associate     $200 per hour
      Diane Spaulding         Paralegal     $130 per hour

Holland and Knight will:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

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

   d) prepare on behalf of Debtor all motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of the estates;

   e) negotiate and prepare on Debtor's behalf any plan or plans
      of reorganization, disclosure statement, and all related
      agreements and/or documents, and take any necessary action
      on behalf of Debtor to obtain confirmation of such plan;

   f) represent Debtor in connection with obtaining post-
      petition loans;

   g) advise Debtor in connection with any potential sale of
      assets, restructuring or recapitalization;

   h) appear before this Court, any appellate courts, and the
      United States Trustee and protect the interests of
      Debtor's estate before such Courts and the United States
      Trustee;

   i) consult with Debtor regarding tax matters;

   j) representing Debtor with respect to general corporate and
      transactional matters; and

   k) perform all other necessary legal services and provide all
      other necessary legal advice to Debtor in connection with
      these chapter 11 cases.

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.


DEEP WELL OIL: Signs Binding Agreement to Acquire Mikwec Energy
---------------------------------------------------------------
Deep Well Oil & Gas, Inc.(Pink Sheets: DWOG), a Nevada
Corporation, entered into an agreement to acquire a 100% interest
of Mikwec Energy Canada, Ltd., a privately held Alberta, Canada
Corporation, from Mikwec's Shareholders in exchange for newly
issued shares of Deep Well's common stock.  Mikwec's Board of
Directors approved the transaction and the transaction has been
approved by Mikwec's
shareholders.

Under the terms of the agreement, Deep Well will acquire one
hundred percent (100%) of Mikwec's issued and outstanding common
stock and will obtain an exclusive option to acquire 100% of
Mikwec's preferred stock.  The agreement provides that one hundred
percent (100%) of Mikwec's common and preferred shareholders will
exchange their Mikwec shares for newly issued shares of Deep
Well's restricted common stock.  The agreement has various
conditions to closing, contains specific representations of the
parties, and is subject to final due diligence.

Upon completion of the transaction, Deep Well will have 53,364,843
shares of common stock outstanding.

Alberta, Canada contains more than 2.5 Trillion barrels of heavy
oil with more than 300 Billion barrels deemed ultimately
recoverable according to Canadian Government agencies. Heavy oil
now accounts for more than half of all of Canada's oil production.
Heavy oil production is expected to increase from the current 1.0
million barrels per day to more than 3.3 million barrels per
day within 10 years. Expenditures in the Canadian Heavy Oil
Industry exceeded $22 Billion between 1996 and 2002 and are
anticipated to exceed $70 Billion in the period 2003 to 2012.

Upon closing, Deep Well will control a major heavy oil property in
Northern Alberta, Canada.  Deep Well, through its ownership of
Mikwec's common stock shares, will have an 80% working interest in
32 contiguous sections near Sawn Lake Alberta. The Sawn Lake Oil
Sands are situated in and near an all weather accessible region of
north central Alberta with good proximity to roads, pipelines and
facility infrastructure.

The region has been explored for deeper conventional oil reserves
by others since the mid 1980's.  As a result of this exploration,
existing well bore data is readily available.  Improvements in
oilfield technology, notably horizontal drilling and progressive
cavity pumping technologies, have rendered this previously
bypassed resource economically attractive.

The reservoirs are shallow, generally about 675 meters from
surface and thus less expensive to drill and operate. Available
data indicate thick hydrocarbon zones, up to 35 meters (115 feet),
under the Mikwec lands. Porosity is greater than 30% and core data
available indicate permeability greater than 4,000 milli-Darcies
with oil saturations of 70% or better.  Work by Mikwec indicates
more than 1,500 million barrels of oil are originally in
place.  Please visit the Mikwec web site at http://www.mikwec.com/
for more information about the project.

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

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


DEXTERITY SURGICAL: 3-Member Creditors' Committee Appointed
-----------------------------------------------------------
The United States Trustee for Region 6 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in
Dexterity Surgical, Inc.'s Chapter 11 cases:

      1. Bowne of Dallas
         Attn: Nelson Lopez
         1931 Market Center Blvd., Suite 111
         Dallas, Texas 75207
         Tel: (214) 651-1001
         Fax: (214) 571-5236
         nelson.lopez@bowne.com

      2. U.S. Surgical, Inc.,
         a division of Tyco Healthcare Group, LP.
         Attn: Alan R. Carlton
         150 Glover Avenue
         Norwalk, Connecticut 06856
         Tel: (203) 845-1156
         Fax: (203) 846-5988
         alan.carlton@tycohealthcare.com

      3. Dr. Clark Gerhart, MD
         200 South River Street
         Plains, Pennsylvania 18705
         Tel: (570) 821-1100
         Fax: (570) 821-1108
         clarkgerhart@epix.net

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

Headquartered in Houston, Texas, Dexterity Surgical, Inc., is
engaged in the distribution of instruments, equipment and surgical
supplies, primarily used in hand-assisted laproscopic surgery. The
Company filed for chapter 11 protection on April 19, 2004 (Bankr.
S.D. Tex. Case No. 04-35817).  Robert Andrew Black, Esq., at
Fulbright & Jaworski represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $3,639,923 in total assets and $8,715,167 in
total debts.


DII/KBR: Halliburton To Hold Q2 2004 Conference Call on July 23
---------------------------------------------------------------
Halliburton (NYSE:HAL) will host a conference call on Friday,
July 23, 2004, to discuss  second quarter financial results.  The
call will begin at 9:00 a.m. Central Time (10:00 a.m. Eastern
Time).  The results will be released that morning before the
market opens.

The press release concerning the 2004 second quarter earnings will
be posted on the Halliburton web site http://www.halliburton.com/
Please visit our website to listen to the call live via webcast.
A replay will be available on our web site for seven days
following the event.  In addition, you may participate in the call
by telephone at (913) 981-5508.

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

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)


DLJ COMMERCIAL: S&P Raises 1998-CF-1 Class B-4 Rating To BB+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of certificates from DLJ Commercial Mortgage Corp. series
1998-CF-1. At the same time, all other ratings from the same
transaction are affirmed.

The raised and affirmed ratings reflect seasoning and credit
support levels that adequately support the revised ratings under
various stress scenarios.

As of June 2004, the pool consisted of 160 fixed-rate mortgages
with an aggregate principal balance of $752.5 million, down from
$838.8 million, at issuance. ORIX Capital Markets LLC, the master
servicer, provided interim and year-end 2003 net cash flow data
for 96.94% of the pool. Based on this information, Standard &
Poor's calculated the weighted average debt service coverage (DSC)
ratio for the outstanding loans at 1.40x, flat from issuance. The
calculation excludes six loans totaling $29.3 million, or 3.9% of
the pool, which have been defeased. To date, realized losses have
been experienced on four mortgage loans totaling $2.3 million.

The top 10 loans constitute 31.4% of the outstanding pool balance.
The ninth-largest loan, at $12.2 million, is defeased. Excluding
this loan, the weighted average DSC ratio for the top 10 loans
increased to 1.32x from 1.31x at issuance, based on year-end 2003
financial data. The largest loan is $93.2 million and is secured
by a ground lease on the Showboat Hotel and Casino in Atlantic
City, N.J., which is owned and operated by a subsidiary of
Harrah's Entertainment Inc. ('BBB-'). Notable declines in DSC have
occurred since issuance on the second and sixth largest loans. The
second-largest loan is secured by the Washington Marriott Hotel.
Reported DSC, based on net cash flow, as of December 2003,
declined 24% since issuance to 1.23x, due to declining occupancy
levels. However, DSC based on NOI was reported at a healthier
1.58x. The sixth-largest loan experienced a 70% decline in DSC and
appears on the watchlist, which will be discussed later in this
release. Not reflected in the above discussion is the Stone
Container portfolio, which consists of 18 cross-collateralized
cross-defaulted industrial loans leased to Stone Container (now
Smurfit-Stone Container Corp.; 'B+').

As of the June 2004 distribution date, there are two specially
serviced mortgage loans totaling $12.4 million (1.6% of the pool).
One of the two, totaling $5.4 million, is 90-plus days delinquent,
while the remaining mortgage, totaling $7.0 million, is current.
All other loans in the pool are current.

The delinquent loan has an outstanding balance of $5.4 million, a
total exposure of $5.7 million, and is secured by a 103-unit
limited-service hotel, in Cleveland, Ohio that is flagged as a
Comfort Inn. The hotel was constructed in 1961 and renovated in
1995. The loan's most recent transfer to the special servicer was
in December 2003 for imminent default. The borrower requested a
deed-in-lieu of foreclosure, which is expected to close this
month. A February 2004 appraisal valued the property at $3.6
million. The most recent operating performance, as of March 2004,
reports occupancy at 35.2% and an average daily rate of $67.66. A
year-end 2003 occupancy level of 38.8% was reported, along with an
ADR of $71.13.

The remaining specially serviced mortgage loan has a balance of
$7 million and is secured by a 167,612-sq.-ft. retail center in
North Miami, Florida. The most recent transfer to the special
occurred in January 2004 for imminent default. The borrower is set
to re-finance the loan, with a tentative payoff date for the end
of this month.

ORIX reported 35 mortgages totaling $161.1 million on its
watchlist. The watchlist includes a $15.2 million mortgage secured
by the Lake Calhoun Executive Center, which is the sixth-largest
mortgage in the pool. Built in 1955 and renovated in 1989, the
156,149-sq.-ft. office property is located in Minneapolis,
Minnesota. Occupancy levels declined to 48.8% after several
tenants vacated, including the largest tenant who occupied 12,963
sq. ft. NCF DSC at March 2004 was reported at 0.22x. The 11th
largest loan also appears on the watchlist. The $10.2 million
mortgage is secured by a 215,096-sq.-ft.-strip center located in
Decatur, Georgia. The center is suffering from low occupancy
levels of 50%, as of December 2003, with DSC ratio of 0.85x. The
borrower is negotiating with a new tenant who is interested in
30,000 sq. ft., which would improve occupancy levels to 63%.

Approximately 63% of the remaining mortgages on the watchlist
appear due to low DSC ratios. Included in the group of mortgages
with low coverages are five cross-collateralized and cross-
defaulted mortgages secured by multifamily properties in North
Carolina, with an aggregate principal balance of $26.1 million.
Occupancy levels have declined to 77%, resulting in a decline of
cumulative DSC ratio to 0.82x from 1.30x at issuance.

The pool is geographically diverse, with the only concentrations
in excess of 10% being in New Jersey (13.8%) and California
(10.6%). The property type composition of the pool includes retail
(32.1%), lodging (19.5%), multifamily (19.0%), office (14.6%), and
industrial (6.7%).

Standard & Poor's stressed the specially serviced, watchlist
loans, and other loans in the pool that appeared to be
underperforming. The resultant credit enhancement levels support
the raised and affirmed ratings.

                         Ratings Raised

                    DLJ Commercial Mortgage Corp.
          Commercial mortgage pass-thru certs series 1998-CF-1

                           Rating
               Class    To       From    Credit Support
               A-2      AAA      AA+             25.87%
               A-3      AA+      A+              19.19%
               B-1      A        BBB             13.62%
               B-2      BBB+     BBB-            11.67%
               B-3      BBB      BB+             10.34%
               B-4      BB+      BB               6.74%

                       Ratings Affirmed

                    DLJ Commercial Mortgage Corp.
          Commercial mortgage pass-thru certs series 1998-CF-1

               Class    Rating    Credit Support
               A-1A     AAA               32.57%
               A-1B     AAA               32.57%
               CP       AAA                 -
               S        AAA                 -
               B-5      BB-                4.74%
               B-6      B                  2.75%


ENRON BROADBAND: Objects To Metromedia's $24,711,625 Claims
-----------------------------------------------------------
On May 20, 2002, Metromedia Fiber Network, Inc., and its
affiliated entities filed for Chapter 11 protection in the United
States Bankruptcy Court for the Southern District of New York.
Prior to the Metromedia Petition Date, Enron Broadband Services,
Inc., provided Metromedia with, among other things, the use of
portions of the Enron Broadband fiber optic communications
system.

Neil Berger, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that Metromedia and Enron Broadband were parties to these
agreements, which obligate Metromedia to make payments to Enron
Broadband for use of the System:

   (i) a Lease Agreement dated June 30, 1999;

  (ii) a Collocation Agreement dated June 30, 1999, as amended
       on November 15, 2000; and

(iii) an Indefeasible Right to Use Agreement dated November 15,
       2000.

The laws of Oregon govern the Agreements.

Pursuant to the Lease, Mr. Berger explains that Enron Broadband
leased to Metromedia six fibers in the System that are routed
from Salt Lake City, Utah to Houston, Texas.  Enron Broadband
provided or arranged for certain of Metromedia's maintenance and
repair requirements, government or municipal approvals, as well
as rights, licenses, authorizations, rights of way and other
agreements necessary for installation and use of the System.  The
fiber optic route was delivered in two segments:

   (1) a segment routed from Salt Lake City, Utah to Dallas,
       Texas with $2,014,836 annual payments to Enron Broadband;
       and

   (2) a segment routed from Dallas, Texas to Houston, Texas
       with $762,307 annual payments to Enron Broadband.

Under the Collocation Agreement, Enron Broadband provided
Metromedia with the right and license to, among other things,
locate, install, maintain and operate equipment in Enron
Broadband's collocation facilities at regeneration space sites
along the route from Salt Lake City, Utah to Houston, Texas.
Metromedia was obligated to pay $78,956 to Enron Broadband every
month for the use of the collocation facilities.

Pursuant to the IRU Agreement, Enron Broadband provided
Metromedia with an indefeasible right to use fiber optic cables
located both in Salt Lake City, Utah and Denver, Colorado.
Metromedia was obligated to pay $2,500 per month to Enron
Broadband for the use of the Salt Lake City Fibers and $5,000 per
month for the use of the Denver fibers.

                The Settled Administrative Claims

On October 7, 2002, in the Metromedia Cases, Enron Broadband
sought for the allowance and immediate payment of an
administrative expense claim for $3,122,967 for services provided
to Metromedia under the Agreements subsequent to Metromedia's
Petition Date.  Enron Broadband's claim represents:

   (i) $2,777,143 arising from the Lease; plus

  (ii) $315,824 arising from the Collocation Agreement; plus

(iii) $30,000 arising from the IRU Agreement.

Enron Broadband also sought to reject the Agreements effective
January 21, 2003.

By its application dated October 25, 2002, in the Enron Broadband
case, Metromedia sought allowance and payment of a $1,964,996
administrative claim against Enron Broadband due under the
Agreements postpetition.  Ultimately, Mr. Berger reports that the
parties agreed to settle the Enron Broadband Motion and the
Metromedia Motion by fixing and disposing of the Enron Broadband
Administrative Claim and the Metromedia Administrative Claims,
and providing for the mutual rejection of the Agreements.

However, Mr. Berger clarifies that the settlement of the
administrative claims and the rejection of Agreements expressly
did not constitute a waiver or release of the parties' rights to
file or assert claims against each other for prepetition amounts
due under the Agreements or for damages arising out of the
rejection of the agreements.

                      The Rejection Damages

According to Mr. Berger, Metromedia's rejection of the Agreements
resulted in damages in favor of Enron Broadband.  Enron Broadband
determines that it suffered losses from the rejection and
cessation of operations totaling $54,166,748.  Enron Broadband
did not file a proof of claim in Metromedia's cases for its
Rejection Damages.  However, Enron Broadband did file a proof of
claim for $3,749,983 for Metromedia's obligations that are due,
owing and unpaid under the Agreements for periods prior to
Metromedia's Petition Date.

Mr. Berger tells the Court that Metromedia filed two proofs of
claim in Enron Broadband's case.  Under Claim No. 20363,
Metromedia asserts a $799,930 general unsecured claim for
obligations that remained due and owing for periods prior to
Enron Broadband's Petition Date.  Under Claim No. 21357,
Metromedia asserts a $23,911,685 general unsecured claim for
rejection damages arising out of Enron Broadband's rejection of
the Agreements.

                       Debtors' Objection

The Debtors object to the Metromedia Unsecured Claims, and ask
the Court to expunge them in their entirety based on their right
to set off its Rejection Damages.

Mr. Berger notes that Enron Broadband's $54,166,748 Rejection
Damages exceeds the total Metromedia Unsecured Claims for
$24,711,625 by more than 100%.  Consequently, Enron Broadband's
Rejection Damages fully offset and extinguishes Metromedia's
Unsecured Claims.

Notwithstanding the set-off and extinguishments of its claims in
the Enron Broadband Case, Metromedia asserts that it may
resurrect its Unsecured Claims in the Metromedia Cases to defeat
Enron Broadband's Unsecured Claim filed in that case.

"This is patently incorrect and contrary to well-established
legal precedent," Mr. Berger argues.  Once Metromedia's Unsecured
Claims are set off and expunged in Enron Broadband's case, they
may not be used in the Metromedia Cases to set off against the
Enron Broadband Unsecured Claim filed in that case. (Enron
Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ENRON CORPORATION: Modifies Fifth Amended Reorganization Plan
-------------------------------------------------------------
On July 2, 2004, the Enron Corporation Debtors filed with the
Court further modifications and amendments to the Modified Fifth
Amended Plan of Reorganization.  The modifications include:

   1. A new Section 1.41 of the Plan, entitled "Benefit Plan"
      will be added to the Plan and read in its entirety as:

      "Benefit Plan: Any employee welfare benefit plan, employee
      pension benefit plan or a plan which is both an employee
      welfare benefit plan and an employee pension benefit plan
      within the meaning of Section 3(3) of ERISA, including,
      without limitation, the Enron Corp. Medical Plan for
      Actives, the Enron Corp. Medical Plan for Inactives, the
      Enron Corp. Savings Plan, the Enron Corp. Flexible
      Compensation Plan, the Enron Corp. Long Term Care Plan,
      the Enron Corp. Dental Plan for Active Employees, the
      Enron Corp. Dental Plan for Inactive Participants, the
      Enron Corp. Business Travel Accident Plan, the Enron
      Corp. Accidental Death & Dismemberment Insurance Plan,
      the Enron Corp. Life Insurance Plan, the Enron Corp.
      Educational Assistance Plan, the Enron Gas Pipelines
      Employee Benefit Trust, the Data Systems Group, Inc.
      Employees' 401(k) Plan, the Enron Wind Corp. Profit
      Sharing Plan, the Enron Wind Corp. Savings & Retirement
      Plan, the Garden State Paper 401(k) Plan, the MGMCC
      Savings Plan & Trust, the Affiliated Building Services,
      Inc. Money Purchase Pension Plan, the Limbach Holdings,
      Inc. Profit Sharing Retirement Plan, the EFS Savings
      Plan, the Enron Corp. Cash Balance Plan, the San Juan Gas
      Pension Plan, the Garden State Paper Pension Plan, the
      EFS Pension Plan and any such similar employee benefit
      plan or arrangement which any of the Debtors maintained
      prior to the Initial Petition Date."

   2. A new Section 1.80 of the Plan, entitled "Defined Benefit
      Plans", will be added to the Plan and read in its entirety
      as:

      "Defined Benefit Plans: The Enron Corp. Cash Balance
      Plan, the San Juan Gas Pension Plan, the Garden State
      Paper Pension Plan and the EFS Pension Plan."

   3. A new Section 1.105 of the Plan, entitled "ENA Examiner
      Order" will be added to the Plan and read in its entirety
      as:

      "ENA Examiner Order: The Bankruptcy Court order, dated
      June 3, 2004, relating to, among other things, the
      transition of the ENA Examiner's duties and obligations."

   4. A new Section 1.144 of the Plan, entitled "ERISA", will be
      added to the Plan and read in its entirety as:

      "ERISA: Employee Retirement Income Security Act of 1974,
      as amended, to the extent codified in Title 29, United
      States Code."

   5. Section 1.218 of the Plan, now referred to as Section
      1.222 of the Plan, entitled "Pro Rata Share", will be
      amended by deleting the second proviso and inserting:

      "; and, provided, further, that, notwithstanding the
      foregoing, with respect to the election of distributions
      to be made pursuant to Section 7.3 of the Plan, "Pro Rata
      Share" shall refer to the proportion that a Claim held by
      a Creditor electing such distribution bears to the sum of
      all Claims electing such alternative distributions
      pursuant to Section 7.3 of the Plan."

   6. A new Section 34.7 of the Plan, entitled "Termination of
      Benefit Plans", will be added to the Plan and read in its
      entirety as:

      "Termination of Benefit Plans: Notwithstanding anything
       contained in the Plan to the contrary, from and after the
       Confirmation Date, the Debtors or the Reorganized
       Debtors, as the case may be, shall be entitled to
       terminate any and all Benefit Plans in accordance with
       the terms and provisions of the documents and instruments
       relating thereto and applicable law; provided, however,
       that, until the termination of any such Benefit Plan, the
       Debtors or the Reorganized Debtors, as the case may be,
       shall (i) continue to perform any and all of their
       administrative obligations thereunder and (ii) with
       respect to the Defined Benefit Plans, continue to make
       minimum contributions and pay Pension Benefit Guaranty
       Corporation insurance premiums; and, provided, further,
       that, upon termination thereof, the Debtors or the
       Reorganized Debtors, as the case may be, shall provide
       administrative services in connection with the operation
       and wind down of the Benefit Plans; and, provided,
       further, that the continuation of the Benefit Plans from
       and after the Confirmation Date, including, without
       limitation, the provision of administrative services in
       connection with the operation and wind down of the
       Benefit Plans, shall not constitute an assumption of the
       Benefit Plans in accordance with section 365 of the
       Bankruptcy Code; and, provided, further, that, except
       with respect to the making of minimum contributions and
       the payment of Pension Benefit Guaranty Corporation
       insurance premiums in connection with the Defined Benefit
       Plans, the failure to perform any obligations under the
       Benefit Plans or to provide administrative services in
       connection with the wind down of the Benefit Plans shall
       be without prejudice to any Entity to (i) assert such
       failure gives rise to an Administrative Expense Claim and
       (ii) contest the assertion thereof; and, provided,
       further, that the foregoing is without prejudice to the
       rights of the Debtors or the Reorganized Debtors, as the
       case may be, to make payments in accordance with the
       terms and provisions of the Standard Termination Order.";
       and

   7. Section 38.1 of the Plan will be amended by deleting the
      proviso at the conclusion and by inserting:

      "provided, however, that the foregoing is not intended to
       (1) expand the Bankruptcy Court's jurisdiction beyond
       that allowed by applicable law, (2) impair the rights of
       an Entity to (i) invoke the jurisdiction of a court,
       commission or tribunal, including, without limitation,
       the Federal Energy Regulatory Commission, with respect to
       matters relating to a governmental unit's police and
       regulatory powers and (ii) contest the invocation of any
       such jurisdiction; provided, however, that the invocation
       of such jurisdiction, if granted, shall not extend to the
       allowance or priority of Claims or the enforcement of any
       money judgment against a Debtor or a Reorganized Debtor,
       as the case may be, entered by such court, commission or
       tribunal, and (3) impair the rights of an Entity to (i)
       seek the withdrawal of the reference in accordance with
       28 U.S.C. [Section] 157(d) and (ii) contest any request
       for the withdrawal of reference in accordance with 28
       U.S.C. [Section] 157(d)."

A full-text copy of the Supplemental Modified Fifth Amended Plan
is available at no charge at:

  http://bankrupt.com/misc/19475SupplementalModifiedFifthAmendedPlan.pdf

(Enron Bankruptcy News, Issue No. 116; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON: AEGIS & Federal Want Stay Lifted for Insurance Proceeds
--------------------------------------------------------------
In 1999, Enron purchased a Fiduciary and Employee Benefit
Liability Insurance Policy from Associated Electric & Gas
Insurance Services, Policy No. F0079A1A99.

The AEGIS ERISA Policy provides coverage to Enron, Enron's
Employee Benefit Plans, and its debtor and non-debtor
subsidiaries, as well as their past, present and future trustees,
officers, directors or employees, and certain other fiduciaries
and certain persons performing administration of those Employee
Benefit Plans.  The AEGIS ERISA Policy provides insurance
coverage for legal fees and related expenses, settlements and
judgments incurred by covered AEGIS Insureds resulting from
covered "Claims."

The AEGIS ERISA Policy provides $35,000,000 of insurance coverage
for covered loss, plus an additional $10,000,000 of insurance for
covered "Defense Costs."  The Policy applies to covered Claims
first made during the period from May 5, 1999 to May 5, 2002.

Effective May 15, 1999, Federal Insurance Company issued to Enron
an Excess Fiduciary Policy, Policy No. 8146-41-84A BMH, for the
policy period of May 15, 1999 to May 15, 2002.  The Excess
Fiduciary Policy has a $50,000,000 limit of liability for each
year that liability against the Insureds exceeds the $35,000,000
coverage limit from the AEGIS ERISA Policy.

                             Lawsuits

On Federal's behalf, David M. Posner, Esq., at Hogan & Hartson,
L.L.P., in New York, recounts that Enron, its former officers and
directors, and certain other parties are defendants in a
consolidated putative class action lawsuit styled as Pamela M.
Tittle, et al. v. Enron Corp., et al., Civil Action No. H-01-
3919, commenced before the Petition Date in the United States
District Court for the Southern District of Texas, Houston
Division.

In January 2002, certain plaintiffs in the Tittle Litigation
sought protection from the automatic stay to permit them to
liquidate their prepetition claims against Enron for its alleged
breaches of fiduciary duty under the Employee Retirement Income
Securities Act.

Accordingly, the Court lifted the automatic stay as to Enron as
of June 21, 2002 for all purposes, provided that the plaintiffs
do not seek to enforce any judgment against the Debtors' assets
without further Court order.

On March 20, 2002, AEGIS sought protection from the automatic
stay, to the extent applicable, to pay or advance Defense Costs
to certain individual Defendants under the Debtors' Directors and
Officers Liability Insurance Policy and the AEGIS ERISA Policy,
being incurred in pending and future lawsuits, proceedings and
investigations -- including, without limitation, the Tittle
Litigation -- subject to the full reservation of rights and
defenses by AEGIS and the execution of a written undertaking by
each of the subject Defendants to repay any amounts advanced if
it ultimately is determined that they are not entitled to
coverage.  On May 15, 2002, the Court permitted AEGIS to pay or
advance the Defense Costs.

In addition, the Tittle Defendants, as well as others, are
defendants in a lawsuit brought by the United States Department
of Labor styled as Elaine L. Chao v. Enron Corporation, et al.,
Civil Action No. H-03-2257, commenced in the U.S. District Court
for the Southern District of Texas, Houston Division.

The named plaintiffs in the Tittle Litigation are:

   * Pamela M. Tittle,
   * Thomas O. Padgett,
   * Gary S. Dreadin,
   * Janice Farmer,
   * Linda Bryan,
   * John L. Moore,
   * Betty J. Clark,
   * Shelly Farias,
   * Patrick Campbell,
   * Fanette Perry,
   * Charles Prestwood,
   * Roy Rinard,
   * Steve Lacey,
   * Catherine Stevens,
   * Roger W. Boyce,
   * Wayne M. Stevens,
   * Norman L. and Paula H. Young,
   * Michael L. McCown, and
   * Dan Shultz.

The Tittle Plaintiffs have alleged that they represent a class of
similarly situated individuals.  No class has yet been certified
in the Tittle Litigation.

The plaintiffs in the Tittle Litigation and the DOL Litigation
allege breaches of fiduciary duty and other claims against the
Defendants related to the administration of certain Employee
Benefit Plans.  Various Defendants submitted the claims to AEGIS
and Federal for coverage under the AEGIS ERISA Policy and the
Excess Fiduciary Policy, which collectively afford up to the
$85,000,000 in coverage for settlements and judgments.

The Insurers, AEGIS and Federal, have been advised of a
preliminary partial settlement of claims against some but not all
Defendant Insureds in the Tittle Litigation.

The Settlement would exhaust the collective $85,000,000 of
coverage under the Policies, and would release the liability of
some but not all of the Insureds who are Tittle Defendants.
Accordingly, Mr. Posner concludes, if the proceeds of the
Policies are applied to the Settlement, the non-settling
Defendants who are Insureds would be left uninsured for loss
incurred by them in the Tittle Litigation or the DOL Litigation.

The non-settling Defendant Insureds have objected to AEGIS and
Federal applying the Policies' proceeds to the Settlement.  A
request for preliminary approval of the Settlement is pending in
the Tittle Litigation.

                     The Interpleader Action

Mr. Posner explains that the $85,000,000 collective limits of
liability under the Policies are insufficient to resolve all
claims against all Insureds.  Accordingly, AEGIS and Federal face
adverse and conflicting claims from the Insureds for the use of
the Policies' proceeds.

If AEGIS and Federal were to pay the $85,000,000 to the Tittle
Plaintiffs as part of the Settlement in that litigation, AEGIS
and Federal may be subjected to claims from the non-settling
Insureds that the Polices' proceeds were improperly paid for the
benefit of some but not all Insureds.

As a consequence, AEGIS and Federal have moved to intervene in
the Tittle Litigation to file a complaint in the nature of
interpleader.  The Interpleader Action is currently pending in
the U.S. District Court for the Southern District of Texas,
Houston Division.

Enron and the other defendants in the Interpleader Action are the
potential Insureds under the Policies who have submitted claims
for coverage under the Policies.

Mr. Posner notes that the Insurers are merely stakeholders in the
Interpleader Action, and by that action, seek only a
determination as to whom the proceeds of the Policies should be
paid.

                 Automatic Stay Should be Lifted

Hence, Federal and AEGIS ask the Court to lift the automatic stay
to allow them to release the proceeds of the Debtors' Primary and
Excess ERISA Fiduciary Liability Insurance Policies as directed by
and in accordance with the ruling of the Texas District Court in
the Interpleader Action, subject to their reservation of rights
and defenses.

On AEGIS' behalf, Louis A. Scarcella, Esq., at Scarcella Rosen &
Slome, LLP, points out that no determination has yet been made on
whether the proceeds of the Policies are property of the estate.
Accordingly, the automatic stay may not apply to Federal and
AEGIS' release of the proceeds of the Policies.  However, to the
extent that the proceeds of the Policies are property of the
estate, both Federal and AEGIS acknowledge that the automatic
stay does apply.

Mr. Scarcella asserts that cause exists to lift the stay because
the Insurers would otherwise be in a position where they will be
forced to refuse to comply with an order that the District Court
may issue in connection with the Interpleader Action with respect
to disbursement of the proceeds of the Policies to avoid
violating the automatic stay.

Federal and AEGIS run the risk of either violating the automatic
stay by releasing the proceeds of the Policies in accordance with
the ruling in the Interpleader Action or violating a District
Court order directing them to tender the $85,000,000 proceeds of
their Policies into the registry of the District Court, into
other accounts as the District Court may specify or to one or
more third parties.

Lifting the automatic stay, Mr. Scarcella adds, would avoid the
entry of conflicting court orders and would expedite the
administration and resolution of issues related to the proceeds
of the Policies. (Enron Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Committees Have Until Sept. 30 To Commence Actions
-----------------------------------------------------------------
Judge Lyons put his stamp of approval on a stipulation granting
the Official Committee of Unsecured Creditors, the Official
Committee of Asbestos Claimants, and the Legal Representative for
the Future Asbestos-Related Claimants until September 30, 2004 to:

      (i) commence an adversary proceeding or contested matter
          challenging the amount, validity, enforceability,
          perfection, or priority of the Existing Obligations or
          the liens on the Existing Obligations Collateral; or

     (ii) otherwise assert any claims or causes of action,

against the Federal-Mogul Corporation Debtors' Surety Bond
Issuers.

The Statute of Limitations by which the Committees and the
Futures Representative must commence Chapter 5 Avoidance Actions
against the Sureties is tolled until September 30, 2004.

The Committees and the Futures Representative promise the
Sureties that they will:

   (a) coordinate, and share the results of, their discovery
       requests to the Sureties;

   (b) not serve duplicative discovery requests on the Sureties;
       and

   (c) not notice, whether by subpoena or otherwise, more than
       one deposition of the same individual representative of
       any of the Sureties absent a showing of good cause as to
       why an additional deposition of the representative is
       necessary.

These depositions will not, in and for itself, constitute
duplicative discovery:

   (1) The deposition of a corporate representative designated
       pursuant to Rule 30(b)(6) of the Federal Rules of Civil
       Procedure and a separate deposition of the same witness
       specifically noticed by name; and

   (2) A narrow deposition limited to privilege or other
       evidentiary issues and a separate deposition of the same
       individual on substantive issues.

The Committees and the Futures Representative's Litigation
Commencement Deadline with respect to the Debtors' Prepetition
Agent, the Existing Lenders and the holders of Tranche C Loans
has been indefinitely extended, subject to the Prepetition
Agent's right to reinstate the Statute of Limitations on 30 days
prior written notice to the Parties.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- <http://www.federal-mogul.com/>http://www.federal-mogul.com/--
is one of the world's largest automotive parts companies with
worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-
10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin
T. Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.
(Federal-Mogul Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLEMING: Sureties Ask Court To Allow Disputed Claims For Voting
---------------------------------------------------------------
CGU Insurance Company, OneBeacon Insurance Company and XL
Specialty Insurance Company, through Richard W. Riley, Esq., at
Duane Morris, LLP, in Wilmington, Delaware, asks the U.S.
Bankruptcy Court to temporarily allow their claim for purposes of
voting on the Fleming Companies, Inc. Debtors and Official
Committee of Unsecured Creditors' Third Amended and Revised Joint
Plan of Reorganization in the claim amount filed by the Sureties.

CGU is the surety on certain bonds issued on the Debtors' behalf.
CGU is now known as OneBeacon.  All but one of the Bonds are
related to the Debtors' cigarette and tobacco tax obligations.
The other bond is an appeal bond in the penal amount of $846,729
plus interest, issued on the Debtors' behalf for the benefit of
New Plan Realty Trust.

XL is OneBeacon's true and lawful attorney-in-fact pursuant to
the Power of Attorney dated September 7, 2001.  The Debtors
executed a Continuous Contract of Indemnity dated April 4, 2001,
in favor of XL.  Under the Indemnity Agreement, the Debtors
agreed to indemnify, defend, exonerate and hold XL harmless for
any losses incurred by XL under the Bonds.

                      The Sureties' Claims

On August 3, 2003, the Sureties timely filed proofs of claim,
each asserting contingent claims for $36,146,283, which equals
the aggregate penal sum of the Bonds.  The contingent claims were
filed in the names of each of the Sureties in an abundance of
caution, but the claims all relate to the Bonds.

The Sureties intend to file amended proofs of claim asserting a
non-contingent claim for $15,604.89 and a contingent claim for
$34,477,311.  The non-contingent portion of the Amended Claim is
based on Bond Claims paid to the States of West Virginia and
Maryland.

Rule 3018(a) of the Federal Rules of Bankruptcy Procedure permits
a court, notwithstanding objection to a claim or interest, to
temporarily allow the claim or interest in an amount which the
court deems proper for the purpose of accepting or rejecting a
plan.  Since neither the Bankruptcy Code nor the Bankruptcy Rules
prescribe the appropriate methodology to be used in estimating
claims, the determination of the appropriate estimation
methodology is committed to the discretion of the bankruptcy
courts.  The Court should use whatever estimation method is best
suited for the circumstances of the case.

For purposes of temporary allowance of claims, the Sureties'
claims can be categorized as:

       (a) Liquidated, non-contingent and undisputed claim for
           $15,604.89 relating to payments made by XL to date
           under the Bonds to taxing authorities for the Debtors'
           cigarette and tobacco tax liability;

       (b) Contingent claim for $33,249,554 relating to Bonds
           issued to taxing authorities for the Debtors'
           cigarette and tobacco tax liability; and

       (c) Contingent claim for $1,227,758 relating to the Appeal
           Bond.

With respect to the cigarette and tobacco tax claims paid by XL
to the taxing authorities, XL has a liquidated, non-contingent
and undisputed claim for the amount of the payment pursuant to
the right of equitable subrogation and the terms of the Indemnity
Agreement.  To the extent of the payment, the Sureties do not
seek temporary allowance of the claim for voting purposes.
However, the Sureties object to the classification of the claim
as a general unsecured claim.

With respect to the unliquidated claim relating to the
outstanding cigarette and tobacco tax bonds, the Sureties assert
that they are entitled to the same treatment as the state taxing
authorities under Section 1129(a)(9) of the Bankruptcy Code and,
accordingly, their claim should be unclassified under the Plan in
accordance with Section 1123(a)(1).  Under the Plan, the Debtors
seek to classify the Sureties' claims as general unsecured
claims.

Since the Sureties intend to object to confirmation of the Plan
on this basis, as a precautionary measure, the Sureties assert
that their Amended Claim for $33,249,554 should be estimated
separately for the purpose of preserving their right to vote on
the Plan.

                      Basis for Estimation

Since the penal sum of the claim is clearly identifiable on the
face of the Bonds, the most appropriate basis for estimating the
claim for purposes of voting on the Plan is the aggregate penal
sum of the outstanding Bonds.  Accordingly, the Sureties' claims
relating to those Bonds covering the Debtors' cigarette and
tobacco tax liability should be allowed for voting purposes for
$33,249,554.

With respect to the Appeal Bond, the Sureties assert that their
claim should be estimated at the $846,729.88 filed amount plus
interest, for purposes of voting on the Plan.  The penal amount
of the Appeal Bond is $846,729.88 with interest at the rate of
1.5% per month.  Hence, the estimated total liability is
$1,227,758.33.

The appeal to which the Appeal Bond applies has been stayed by
the bankruptcy proceeding.  It is unlikely that the Debtors will
pursue a successful judgment in light of the projected dividend
to unsecured creditors in the bankruptcy cases.

The Sureties will be significantly impacted by the confirmation
of the Plan, or any plan in the Debtors' cases.  Plan
confirmation will only be equitable, just and truly reflective of
the Sureties' vote if the Sureties are permitted to vote based on
the amount of their claims.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FRESH CHOICE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Fresh Choice
        aka Fresh Choice Restaurant
        aka Zoopa
        aka Fresh Choice Express
        aka Starbucks
        485 Cochrane Circle
        Morgan Hill, California 95037

Bankruptcy Case No.: 04-54318

Type of Business: The Debtor owns and operates a chain of more
                  than 40 salad bar eateries, mostly located in
                  California.  See http://www.freshchoice.com/

Chapter 11 Petition Date: July 12, 2004

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Debra I. Grassgreen, Esq.
                  Pachulski, Stang, Ziehl, Young and Jones
                  3 Embarcadero Center #1020
                  San Francisco, CA 94111
                  Tel: 415-263-7000

Total Assets: $29,651,000

Total Debts:  $14,348,000

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


GLOBALNET IN'L: Gets Nod to Hire Todtman Nachamie as Counsel
------------------------------------------------------------
GlobalNet International, LLC, sought and obtained approval from
the U.S. Bankruptcy Court for the Southern District of New York to
hire and employ Todtman, Nachamie, Spizz & Johns, P.C. as its
counsel in its chapter 11 proceeding.

The Debtor informs the Court that Todtman Nachamie has
considerable experience in matters of this nature, and believes
that the firm is well qualified to represent it as a debtor-in-
possession in its restructuring proceeding.

Todtman Nachamie is expected to:

   a) give advice to the Debtor with respect to its powers and
      duties as a debtor-in-possession in the continued
      management of their property;

   b) negotiate with creditors of the Debtor in working out a
      plan and to take necessary legal steps in order to confirm
      said plan, including, if need be, negotiations in
      financing a plan;

   c) prepare, on behalf of Applicant, as debtor-in-possession,
      necessary applications, answers, orders, reports and other
      legal papers;

   d) appear before the bankruptcy judge and to protect the
      interests of the debtor-in-possession before the
      bankruptcy judge and to represent the debtor in all
      matters pending in the Chapter 11 proceeding; and

   e) perform all other legal services for Applicant, as debtor-
      in-possession, which may be necessary herein.

Partner Scott S. Markowitz, Esq., reports that the Firm agreed to
accept a $69,000 retainer in contemplation of legal services to be
rendered postpetition.  Mr. Markowitz is the attorney primarily
responsible for handling the Debtor's Chapter 11 case.  The Firm
does not disclose the hourly billing rates it will charge the
Debtor's estate for legal services.

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.


GLYCOGENESYS INC: Closes $5 Million Funding From Institutions
-------------------------------------------------------------
GlycoGenesys, Inc. (Nasdaq: GLGS), a biotechnology company
developing carbohydrate-based drugs, has entered into definitive
agreements to close on gross proceeds of $5,000,000 from
institutions in exchange for issuance of 10,000,000 shares of
common stock at $.50 and warrants to purchase 8,000,000 shares of
common stock at $1.00.

The Company intends to use the proceeds from this transaction for
funding its ongoing Phase I dose escalation monotherapy clinical
trial for GCS-100LE, initiating a planned Phase I/II dose ranging
clinical trial in multiple myleoma at the Dana Farber Cancer
Institute (planned later this year), increases in staffing levels
and working capital for general corporate purposes.

The securities being sold have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States, except pursuant to an applicable exemption from the
Securities Act registration requirements.

                      GlycoGenesys

GlycoGenesys, Inc. is a biotechnology company that develops and
licenses products based on glycobiology. The Company's human
therapeutic product GCS- 100, a unique compound to treat cancer,
has been evaluated in Phase II(a) human clinical trials for both
colorectal and pancreatic cancers. The Company most recently
initiated a Phase I dose escalation trial of GCS-100LE at Sharp
Clinical Oncology Research in San Diego, California. Further
information is available on GlycoGenesys' web site:
http://www.glycogenesys.com/

                        *   *   *

             Liquidity and Capital Resources

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

"For the three months ended March 31, 2004, our operations
utilized cash of $2,317,977 primarily to fund our operating loss,
partially offset by an increase in accounts payable. We also
invested $112,598 in purchases of property and equipment. We
intend to raise additional funds through sales of our securities
and possibly through partnering arrangements with pharmaceutical
or mature biotechnology companies.

"As of March 31, 2004, our accumulated deficit was $87,075,915 and
as of May 14, 2004, our cash balances were $3,734,697.

"We believe that our existing funds will be sufficient to fund our
operating expenses and capital requirements into the third quarter
of 2004 consistent with prioritizing R&D expenditures. Since
inception, we have funded our operations primarily through the
proceeds from the sale of equity securities; however, there can be
no assurance that additional equity financing will be available.

"Our future is dependent upon our ability to obtain financing to
fund our operations. As of May 14, 2004, we have not obtained
commitments from any existing or potential investors to provide
additional financing. We expect to incur substantial additional
operating costs, including costs related to ongoing research and
development activities, preclinical studies and clinical trials.
To the extent that we are unable to raise additional capital on a
timely basis, management plans to prioritize research activities
to conserve cash. In the event additional financing is not
obtained, we may be required to significantly reduce or curtail
operations."


HANOVER DIRECT: Chelsey Finance Provides $20MM New Loan Facility
----------------------------------------------------------------
Hanover Direct, Inc. (Amex: HNV) has closed and funded a
$20 million junior secured term loan facility with Chelsey
Finance, LLC, an affiliate of its controlling shareholder, Chelsey
Direct LLC. The Term Loan Facility is for a three-year term,
subject to earlier maturity upon the occurrence of a change in
control or sale of the Company, and carries an interest rate of 5%
above the prime rate publicly announced by Wachovia Bank, N.A.,
payable currently. The Term Loan Facility is secured by a second
priority lien on the assets of the Company. In connection
therewith, Chelsey Finance concurrently entered into an
intercreditor and subordination agreement with the Company's
senior secured lender, Congress Financial Corporation.

In consideration for providing the Term Loan Facility to the
Company, Chelsey Finance received a closing fee, which was paid in
cash, and will receive a warrant to purchase 30% of the fully
diluted shares of common stock of the Company. Pending shareholder
approval of such issuance, Chelsey Finance received a warrant to
purchase a newly-issued series of nonvoting preferred stock of the
Company that will be automatically exchanged for such common stock
warrant upon the receipt of shareholder approval of the issuance
thereof, which is anticipated at the Company's 2004 Annual Meeting
of Shareholders scheduled for August 12, 2004. In connection with
the closing of the Term Loan Facility, Chelsey Direct received a
waiver fee payable in common stock of the Company in consideration
for the waiver by Chelsey Direct of its blockage rights over the
issuance of senior securities.

The terms of the Term Loan Facility with Chelsey Finance were
approved by the Company's Audit Committee, all of whose members
are independent, and the Company's Board of Directors.

Concurrently with the closing of the Term Loan Facility with
Chelsey Finance, the Company amended its existing senior credit
facility with Congress to (1) release certain existing
availability reserves and remove the excess loan availability
covenant, increasing availability to the Company by approximately
$10 million, (2) reduce the amount of the maximum credit, the
revolving loan limit and the inventory and accounts sublimits of
the borrowers, (3) defer for three months the payment of principal
with respect to the Tranche A Term Loan, (4) modify certain
provisions of the Congress Credit Facility with respect to asset
sales and the application of proceeds thereof by borrowers, (5)
extend the term of the Congress Credit Facility until July 8,
2007, and (6) permit the secured indebtedness to Chelsey Finance
arising under the Term Loan Facility and other related
transactions in connection with the Term Loan Facility. The
amendment required the payment of fees to Congress.

Together, these two arrangements have increased the Company's
liquidity by approximately $25 million. Proceeds from the Term
Loan Facility with Chelsey Finance have been used to repay the
Tranche B Term Loan of approximately $4.9 million under the
Congress Credit Facility and to pay fees and expenses in
connection with the two transactions and will provide ongoing
working capital for the Company.

               About Hanover Direct, Inc.

Hanover Direct, Inc. (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses. The Company's catalog and Internet portfolio of home
fashions, apparel and gift brands include Domestications, The
Company Store, Company Kids, Silhouettes, International Male,
Scandia Down, and Gump's By Mail. The Company owns Gump's, a
retail store based in San Francisco. Each brand can be accessed on
the Internet individually by name. Keystone Internet Services, LLC
-- http://www.keystoneinternet.com/-- the Company's third party
fulfillment operation, also provides the logistical, IT and
fulfillment needs of the Company's catalogs and web sites.
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com/

At March 27, 2004, Hanover Direct's balance sheet shows a
stockholders' deficit of $47,086,000 compared to a deficit of
$47,508,000 at December 27, 2003.


HEALTH CARE: Completes $74.2 Million Gross Investments in Q2
------------------------------------------------------------
Health Care REIT, Inc. (NYSE:HCN) had completed $74.2 million of
gross investments during the second quarter of 2004.

The investment activity during the quarter was approximately 94
percent real property investments and six percent loans. Facility-
based investments include 21 percent assisted living facilities,
73 percent skilled nursing facilities and six percent specialty
care facilities. Investments for the quarter included the
acquisition of one 61-unit assisted living facility and nine
skilled nursing facilities with 1,037 beds as well as a mortgage
loan relating to a 145-bed specialty care hospital. These new
facilities represented $60.6 million of the investment activity
for the quarter. The remaining $13.6 million relates primarily to
funding of construction and renovations on existing facilities.
During the quarter, the company had asset sales of $33.8 million,
including four assisted living facilities, one skilled nursing
facility and one specialty care hospital. Net investments for the
quarter totaled $40.4 million. For the six months ended June 30,
2004, the company completed gross investments of $161.5 million,
offset by $33.8 million of asset sales, which generated a total of
$127.7 million of net new investments.

The company also confirmed that it will release its 2004 second
quarter earnings results on July 20, 2004, after the market
closes. A conference call is scheduled for 9:00 a.m. Eastern on
July 21, 2004, to discuss these results. The information to be
discussed on the call will be contained in the company's earnings
release, which will be available on the press releases page of the
company's Web site at http://www.hcreit.com/

The conference call will be accessible by telephone and through
the Internet. Telephone access will be available by dialing 973-
582-2767 or 877-825-5811. Callers to this number will be able to
listen to the company's business update. For those unable to
listen to the call live, a taped rebroadcast will be available
beginning two hours after completion of the live call on July 21,
2004 through July 28, 2004. To access the rebroadcast, dial 973-
341-3080 or 877-519-4471. The conference ID number is 4919533. To
participate on the webcast, log on to http://www.hcreit.com/or
http://www.fulldisclosure.com/15 minutes before the call to
download the necessary software. A replay will be available on
these Web sites for 90 days.

Health Care REIT, Inc. (Fitch, BB+ Outstanding Preferred Share
Rating, Positive Outlook), with headquarters in Toledo, Ohio, is a
real estate investment trust that invests in health care
facilities, primarily skilled nursing and assisted living
facilities. For more information on Health Care REIT, Inc., via
facsimile at no cost, dial 1-800-PRO-INFO and enter the company
code - HCN. More information is available on the Internet at
http://www.hcreit.com/


HEARME: Expects to Make Final Liquidation Distribution in November
------------------------------------------------------------------
HearMe (HEARZ.PK) released certain updated information relating to
the Company's cash position and reserves for estimated future
liquidation expenses as of May 31, 2004, as well as information
regarding the status of certain litigation.

            Liquidating Distributions and Reserves

HearMe currently expects that it will make a single final
liquidating distribution in late November 2004, which is the end
of the three-year wind-down period mandated under Delaware law.
Although the Company is unable to predict with certainty the
amount of this final liquidating distribution, based on
information currently available, the Board of Directors expects
this distribution to be in the approximate range of $.04 to $.05
per share. Numerous factors could cause the actual amount of this
distribution to fall outside this range or for there to be no
distribution, and the actual distribution amount will depend upon
the amount of cash available. In addition, the timing of the
distribution could potentially be delayed at the discretion of the
Board of Directors if circumstances so dictate. An initial cash
distribution of $0.18 per share, totaling approximately
$5,113,000, was made to stockholders of record as of the final
record date on or about March 12, 2002. The proportionate
interests of all of the stockholders of the Company have been
fixed on the basis of their respective stock holdings at the close
of business on the final record date, November 26, 2001, and after
such date, any distributions made by the Company shall be made
solely to stockholders of record on the close of business on the
final record date, except to reflect permitted transfers. The
number of outstanding shares of the Company's common stock
outstanding on November 26, 2001, the date on which the Company
closed its stock transfer books and discontinued recording
transfers, was 28,402,908.

As of May 31, 2004, the Company's material assets consisted of
approximately $1,832,000 in cash and cash equivalents. The
Company's estimated future cost of liquidation, consisting of the
reserves established by the Company for costs to be incurred and
potential claims, liabilities and contingencies during the
liquidation period, at December 31, 2003 was $985,000. The
estimated future cost of liquidation as of May 31, 2004 was
approximately $410,000.

                      Litigation Matters

            Promissory Notes and Related Litigation

On October 29, 2002, HearMe filed complaints in the Superior Court
of California in the County of Santa Clara against seven
individuals (including certain former officers and directors of
the Company), seeking payment of an aggregate of $1,243,795.77 in
outstanding principal and interest under promissory notes held by
the Company from the Debtors, as well as certain additional
interest payments and reimbursement of costs and expenses of
collection, including attorneys' fees. The Notes are all past due,
and the Debtors are in default thereunder. The Notes were executed
and delivered by the Debtors as of various dates ranging from
January 1998 to April 1999 as consideration for the purchase from
the Company of shares of the Company's common stock. In February
2003, the Company was served with answers to its complaints from
six of these defendants, each of whom also filed a cross-complaint
against HearMe. In the cross-complaints, the defendants asserted
various causes of action, including breach of contract, securities
fraud, illegal sale of securities, intentional misrepresentation
and negligent misrepresentation, among others, and allege, among
other things, that (i) such defendants were coerced by the Company
into buying the Shares, (ii) such defendants were informed by the
Company that the Notes would be forgiven if the Company's business
did not succeed, (iii) the Shares were sold without registration
or qualification under federal and state securities laws, or a
valid exemption therefrom, and (iv) such defendants were coerced
by the Company into not selling the Shares. Each of these
defendants has asserted approximate damages in excess of $216,000,
plus costs and punitive damages, as well as rescission of the
purchase of the Shares. The Company engaged in settlement
discussions with the defendants and has entered into settlement
agreements with each of the seven defendants, resulting in
aggregate payments to HearMe of $111,250. The lawsuits with each
of the defendants has been, or is in the process of being,
dismissed.

The Company also has other outstanding promissory notes due and
payable from other former employees, which promissory notes also
related to the purchase of shares of the Company's common stock,
consisting of an aggregate of approximately $100,000 in principal
and accrued interest as of May 31, 2004. The Company does not
consider the uncollected amounts of these other notes to be
collectible in a cost-effective manner.

                  New York Lease Litigation

On November 19, 2001, the Company was served with a complaint
filed by Michael Ring and Frank Ring against the Company and
GameSpy Industries, Inc. in the New York Supreme Court (the trial
court), County of New York, alleging breach of a written lease
relating to a facility in New York, New York which had been
assigned to GameSpy, and seeking damages of approximately $197,000
plus attorneys' fees. In December 2001, the Company removed this
matter to Federal District Court in New York and filed its Answer
and Counterclaim, denying the Plaintiffs' allegations. Motions for
Summary Judgment were filed by the parties in December 2003. A
Final Judgment was entered by the Court on May 4, 2004, and on
June 2, 2004, the Plaintiffs filed a Notice of Appeal. The Company
has also filed a Cross-Notice of Appeal.

Although the Company intends to defend this matter vigorously
through the appellate process, the Company does not believe its
ultimate resolution will have a material adverse effect on the
Company's financial condition and funds potentially available for
distribution in dissolution. Accordingly, the Company has reserved
$150,000 for the defense and/or settlement of this matter.

                     About the Company

HearMe (formerly Mpath Interactive) is a specialist in real-time
voice technology for the Web, HearMe licenses its Voice over
Internet Protocol (VoIP) technology to companies such as Raindance
Communications and eshare communications. The company offers PC-
to-PC and PC-to-phone applications focusing on voice conferencing,
calling, and voice interaction for e-commerce sites. As part of a
restructuring initiative to concentrate on its voice technology,
HearMe sold its Web communities (including entertainment and games
Web site Mplayer.com) to online game firm GameSpy Industries in
early 2001. It later decided to totally shut down operations.
Investment firm Accel Partners owns about 10% of the company.


HOUGHTON MIFFLIN: Fitch Affirms BB- Senior Secured Debt Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' ratings on Houghton Mifflin
Company's senior secured $325 million bank facility due 2008 and
on its $138 million 7.2% senior secured notes due 2008. Fitch also
affirmed the 'B-' rating on the $600 million 8.25% senior
unsecured notes due 2011 and the 'CCC+' rating on the $397 million
9.875% senior subordinated notes due 2013. In addition, Fitch has
assigned a 'CCC' rating to HM Publishing Corp.'s $265 million
11.5% senior discount notes due 2013, which have an accreted value
of $160 million. Approximately $1.3 billion of debt is affected by
Fitch's actions. The Rating Outlook is Stable.

Overall, Fitch's 'B-' senior unsecured rating reflects the
company's high debt balance relative to cash flow, modest cash
flow coverage ratio, significant working capital requirements, and
current state level budgetary pressures. The rating also
incorporates the risks associated with the cyclical, though
predictable, nature of adoption schedules and the associated
revenue fluctuations. Positive rating factors include Houghton
Mifflin's prominent franchise in educational publishing, strong
barriers to entry in elementary-through-high school textbook
publishing, an improving adoption schedule in 2005-2007, and
federal funding associated with the No Child Left Behind Act.
Furthermore, the company should benefit from changes to management
that includes the appointment of senior executives with strong
industry experience. The affirmation of the company's 'BB-' senior
secured debt rating reflects its priority in the capital structure
and Fitch's belief of solid recovery potential. The facility and
senior secured notes are backed by a first priority interest in
the operating assets of the company and the stock of its direct
subsidiaries.

The 'CCC' rating on the HM Publishing discount notes reflect the
lack of operating assets and independent cash flow generation at
the entity, the reliance on operating company cash flow to service
its interest expense beginning in 2008, which Fitch estimates will
be approximately $30 million, and the structural subordination of
the debt at the holding company relative to the operating company.
The fixed charge demands at the operating subsidiaries reduces
cash flow to service the eventual expense of the parent company,
highlighting the operating company's necessity to improve cash
generating ability over the next few years. HM Publishing owns
100% of the stock of the Houghton Mifflin Company, which
represents the primary assets of the holding company. The Stable
Rating Outlook is supported by nominal debt amortization in the
intermediate term and the anticipation that credit metrics will
stabilize during a more robust 2005 adoption schedule.

The company's credit metrics weakened in 2003 as higher initial
costs associated with operating as an independent company,
employee retention costs, and acquisition-related costs offset a
6% increase in total revenue. Consequently, adjusted EBITDA
declined by 9% to $149 million in 2003 from $163 million in 2002,
which, combined with moderately higher debt levels resulted in the
total Debt/adjusted EBITDA leverage ratio increasing to 7.6 times
(x) from 6.3x and a rating downgrade.

Fitch does not anticipate significant improvement in 2004 credit
metrics due to a soft 2004 adoption schedule, sustained state
budgetary constraints, rising pension expense, and high pre-
publication investment. However, credit metrics should improve in
2005 as the company benefits from a more robust adoption schedule.
Major adoptions in social studies, math, and reading should
contribute to increased industry sales in general and Houghton
Mifflin's sales in particular, assuming the company maintains its
solid market position. Management's ongoing efforts to improve the
cost structure would also strengthen credit metrics.

The company has adequate liquidity. At March 31, 2004, Houghton
Mifflin had cash balances of $38 million and had $299 million, net
of letters of credit, available under its $325 revolving credit
facility. Fitch recognizes that Houghton Mifflin's educational
publishing business has significant working capital requirements,
which is characteristic of the industry. Educational programs
require substantial prepublication investment as a result of a
lengthy developmental period, typically ranging from two to three
years. Working capital is also highly seasonal, reflecting the
patterns of textbook shipments and receivable collection. However,
Fitch believes the company's availability under its facility
provides adequate liquidity to support working capital
requirements. The company typically draws on its revolver
throughout the year and repays the balance by year-end.

At March 31, 2004, total debt for Houghton Mifflin was $1.1
billion, and HM Publishing's $265 million discount notes due 2013
had an accreted value of $160 million. The company faces no near-
term maturities as amortizations are highly back-ended.


IBERIA VILLAGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Heitler-Iberia Village Apartments Partnership
        aka Iberia Village Apartments Partnership
        502 West Admiral Doyle Drive
        New Iberia, Louisiana 70560

Bankruptcy Case No.: 04-51629

Chapter 11 Petition Date: July 6, 2004

Court: Western District of Louisiana (Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: Arthur A. Vingiello, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  3029 South Sherwood Forest Boulevard #100
                  Baton Rouge, LA 70816
                  Tel: 225-368-1006

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Louisiana Water Company                      $4,818

Home Depot Credit Service                    $3,573

Lowes Business Account                       $2,365

Cleco Power LLC                              $1,500

Office Depot Credit Plan                     $1,329

Larry Delcambre A/C Htg., Inc.                 $943

Southwest Equipment                            $873

Gordon's Const. & Landfill                     $783

Maintenance Warehouse                          $626

Sherwin Williams                               $567

Acme Refrigeration of New Iberia               $500

C.K.I. Wholesale Supply, Inc.                  $448

Sherman's Key Store                            $400

Bell South                                     $356

Iberia Glass Company                           $354

Long's Preferred Products, Inc.                $275

Quinlan Publishing Group                       $189

MCI Small Business Services                    $137

Center Point Energy                             $86

Fed Ex                                          $83


INGRESS I: S&P Downgrades $21,250,000 Class C Note Rating To B-
---------------------------------------------------------------
Fitch Ratings downgrades the ratings on two classes of notes and
affirms the ratings on two classes of notes issued by Ingress I,
Ltd.

The ratings on the following classes have been downgraded:

          --$54,000,000 class B notes to 'A-' from 'A+';
          --$21,250,000 class C notes to 'B-' from 'BB-'.

The ratings on the following classes have been affirmed:

          --$74,759,225 class A-1 notes 'AAA';
          --$98,432,633 class A-2 notes 'AAA'.

The ratings of the class A-1 and A-2 notes address 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 legal final maturity date. The ratings of the
class B and C notes address 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 legal final maturity date.

Ingress is a collateralized debt obligation supported by a static
pool of asset-backed securities, residential mortgage-backed
securities, commercial mortgage-backed securities and real estate
investment trusts. Structured Credit Partners, LLC a subsidiary of
Wachovia Securities, selected and is monitoring the portfolio. SCP
may but is not required to sell defaulted or credit risk
securities. Fitch has reviewed the credit quality of the
individual assets comprising the portfolio, including discussions
with SCP and has conducted cash flow modeling of various default
timing and interest rate scenarios.

Since Fitch's rating action May 21, 2003, collateral of $13.98
million (5.2%) has been downgraded to or below 'CCC'. Total
collateral rated equal to or below 'CCC+' is $32.98 million
(12.2%). The class B overcollateralization ratio and class C OC
ratio have decreased from 111.65% and 103.22%, respectively as of
April 30, 2003 to 110.81% and 101.36% as of June 30, 2004. The
class B OC ratio has failed its required level of 112% on each
payment date following September 30, 2003 causing the class C
notes to capitalize missed interest payments of over $1.3 million.
Additionally, Ingress' interest rate hedging position continues to
reduce the interest cash flow available to the noteholders.


INN OF THE MOUNTAIN: Completes 12% Senior Debt Exchange Offer
-------------------------------------------------------------
Inn of the Mountain Gods Resort and Casino has completed its offer
to exchange up to $200 million aggregate principal amount of its
12% Senior Notes due 2010 that have been registered under the
Securities Act of 1933, as amended, for an equal principal amount
of its 12% Senior Notes due 2010 that were issued in a transaction
exempt from registration on November 3, 2003. The exchange offer
expired at 5:00 p.m., New York City time, on July 12, 2004. All of
the $200 million aggregate principal amount of the outstanding
notes were tendered in the exchange offer.

      About Inn of The Mountain Gods Resort and Casino

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

                        *   *   *

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

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

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


JEAN COUTU: S&P Assigns BB- Rating to Long-Term Corporate Credit
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to The Jean Coutu Group Inc. At the same
time, Standard & Poor's assigned its 'BB' bank loan rating, and a
recovery rating of '1', to Jean Coutu's proposed US$1.7 billion
senior secured credit facilities, comprised of a US$350 million
five-year revolving credit facility, a five-year US$250 million
term loan A, and a seven-year US$1.1 billion term loan B. The 'BB'
bank loan ratings and the '1' recovery rating indicate that
lenders can expect full recovery of principal in the event of a
default. The company's proposed senior subordinated debentures
were assigned a 'B' rating. Jean Coutu is the borrower under the
Term A and Term B facilities, while The Jean Coutu Group USA, Inc.
is the borrower under the revolving credit facility.

The outlook is negative.

Jean Coutu is a Montreal, Quebec-based drugstore operator that
operates 319 franchised stores in Canada, and 333 corporate stores
in the U.S. northeast under the Brooks Pharmacy Network banner.
Jean Coutu has acquired 1,549 Eckerd stores--primarily on the U.S.
east coast--from J.C. Penney, for US$2.375 billion. The purchase
price is also subject to a working capital adjustment and, along
with other fees, will bring the total outlay for the stores to
US$2.7 billion.

"The ratings on Jean Coutu reflect the company's very high lease-
adjusted pro forma leverage resulting from the acquisition; its
integration risk associated with the Eckerd stores; the challenge
to enhance their profitability, particularly in the front-end; and
somewhat constrained liquidity," said Standard & Poor's credit
analyst Don Povilaitis. These factors are partially offset by
management's track record of successful drugstore integration in
both the U.S. and Canada, the scale of the acquisition, which will
allow the company to become the fourth-largest drugstore chain
operator in North America, and favorable long-term industry
dynamics.

Several challenges face Jean Coutu in terms of raising
profitability of the acquired Eckerd stores to levels commensurate
with those of the company's Brooks stores, situated primarily
throughout New England. Although the Eckerd stores have
prescription operations that will provide important economies of
scale and operating profit, the real weakness of these stores has
been the management of store front-end sales. Shortcomings have
included irrational pricing and out-of-stock positions,
particularly relating to low-margin high-turn product categories,
which have resulted in very poor front-end comparable store
sales performance in the past few years.

The current outlook incorporates the considerable integration risk
facing Jean Coutu in the next 12 to 18 months. The company's
business position should nonetheless provide support for the
current ratings; however, failure to execute the company's
operational strategies to enhance cash flow could result in the
ratings being lowered.


KAISER ALUMINUM: East Baton Rouge Offers $2 Mil. for Properties
---------------------------------------------------------------
Pursuant to Sections 363(b)(1) and 363(f) of the Bankruptcy Code,
Kaiser Aluminum and Chemical Corporation seeks the Court's
authority to:

   (a) enter into a sale agreement with the City and Parish of
       East Baton Rouge, Louisiana, and sell certain real
       property, spent bauxite, and two red mud pipelines, all of
       which are located in East Baton Rouge, free and clear of
       liens, claims and encumbrances;

   (b) enter into a pipeline right of way agreement and assign
       existing pipeline rights of way; and

   (c) pay a related real estate broker's commission and certain
       prepetition real property taxes.

The Real Property is a 600-acre tract of undeveloped real
property that has been held by KACC as part of its discontinued
operations.  The Real Property contains solid waste impoundments
containing Spent Bauxite and is anticipated to be used by the
City and Parish of East Baton Rouge, Louisiana as a solid waste
facility.  The Pipelines carried the Spent Bauxite from another
of the Debtors' facility, which has since been sold, to the Real
Property.  The Pipelines have not been used by KACC for several
years and are also part of the Debtors' discontinued operations.
In connection with the installation of the Pipelines, the Debtors
acquired certain pipeline rights of way from various landowners.
The pipeline rights of way will be assigned to East Baton Rouge.

The Debtors has been actively marketing the Properties for a
number of years before and after the Petition Date.  Although
several parties expressed varying degrees of interest in the
Properties, none of these prospects proved willing to purchase
the Properties on reasonable terms.  This is in part because the
Properties are unique.  It is also because it is clear that East
Baton Rouge is the natural owner for the Properties, given their
proximity to the East Baton Rouge's landfill and the its ability
to institute a condemnation proceeding to take the Properties.
Thus, parties were interested only in acquiring the property at a
discount and on unreasonable terms in speculation on the ability
to extract additional value from East Baton Rouge in the future.
The Debtors determined that it would be in the best interest of
their estate to sell the Properties to East Baton Rouge for the
Properties' fair market value at this time.

             The Sale Agreement with East Baton Rouge

The significant terms of the Purchase and Sale Agreement, in
which the Debtors will sell and transfer its interests in the
Properties to East Baton Rouge, are:

A. Property Interests To Be Sold

   The assets to be sold include the Real Property and all
   improvements located on the Real Property, the Spent Bauxite,
   the Pipeline ROWs and the Pipelines.

B. Purchase Price

   The purchase price for the Properties is $2,000,000, which
   will be paid in cash at the closing of the transaction.
   Closing will occur on the first business day that is 10 days
   after a final non-appealable order is entered by the
   Bankruptcy Court.  East Baton Rouge will pay closing and title
   policy costs.  East Baton Rouge will also release the Debtors
   from any and all claims or demands for indemnification arising
   from or related to the Properties.

C. Proration of Taxes

   Real and personal property taxes relating to the Real Property
   will be prorated between the Debtors and East Baton Rouge, and
   the Debtors will be responsible for those taxes incurred
   before the closing.

D. As-Is Condition

   East Baton Rouge will take the Properties on an "as-is, where
   is" basis "with all faults," without warranty of title or
   warranty as to merchantability or fitness for any particular
   purpose.

E. Remedies

   If the Debtors fail -- where the failure is based on a willful
   and intentional default by the Debtors -- to consummate the
   Sale Agreement -- except due to East Baton Rouge's default or
   the Debtors' termination of the Sale Agreement -- East Baton
   Rouge will, as its sole and exclusive remedy, elect either to:

   (a) sue for specific performance; or

   (b) terminate the Sale Agreement and recover from the Debtors
       East Baton Rouge's cost associated with its Phase I
       environmental assessment of the Real Property, not to
       exceed $25,000.

   If East Baton Rouge fails to consummate the Sale Agreement --
   except where the Debtors' default excuses East Baton Rouge's
   performance -- the Debtors may, as their sole and exclusive
   remedy, elect to either:

   (a) sue for specific performance; or

   (b) terminate the Sale Agreement.

According to Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, under Section 363(f), a debtor
may sell property of the estate free and clear of all liens,
claims, encumbrances and other interests asserted in or against
the property if:

   -- the sale is permitted under applicable non-bankruptcy law;

   -- the party asserting the Property Interest consents to the
      sale;

   -- the Property Interest is a lien and the aggregate purchase
      price exceeds the value of all liens on the property;

   -- the Property Interest is subject to a bona fide dispute; or

   -- the party asserting the Property Interest could be
      compelled, in a legal or equitable proceeding, to accept a
      money satisfaction for that interest.

In In re Elliot, 94 B.R. 343, 345 (E.D. Pa. 1988), a court may
approve a sale free and clear of all Property Interests so long
as one of the requirements of Section 363(f) is satisfied.  Ms.
Newmarch states that there are no holders of liens on any of the
Properties other than the Debtors' postpetition lenders and the
East Baton Rouge Parish Tax Assessor.  To the extent that any
holders of Property Interests do not consent to the sale, KACC
believes that any Property Interests asserted in or against the
Properties would be subject to money satisfaction or would meet
one of the other Section 363(f) requirements.

Moreover, Ms. Newmarch explains that the Debtors' entry into a
pipeline right of way agreement with East Baton Rouge in
connection with the sale of the Pipelines complies with the
standard of Section 363(b).  The ROW Agreement between the
Debtors and East Baton Rouge will allow East Baton Rouge access
to the Pipelines that are located on real property still owned by
the Debtors, which is not part of the sale.  East Baton Rouge's
rights under the ROW Agreement, however, are subordinate to that
certain lease between the Debtors and the Defense National
Stockpile Center, dated as of March 1, 1996.  Nonetheless,
without granting a right of way, the Debtors would not be able to
achieve the value that would be realized from the transaction, as
East Baton Rouge requires access to the Pipelines that are on the
Debtors' retained property in the same way as it requires access
to the existing Pipeline ROWs.  Without the ROW Agreement, the
Pipelines would be unusable.

Ms. Newmarch notes that another critical element of the sale of
the Properties is the Debtors' assignment of the existing
Pipeline ROWs to East Baton Rouge -- or the State of Louisiana if
the RFR is exercised.  The Pipeline ROWs are necessary for East
Baton Rouge to have access to and use of the Pipelines that are
not located on the Debtors' property.

Furthermore, Ms. Newmarch states that the Debtors intend to pay
the real estate sales commission associated with the sale of the
Properties and the related prepetition real property taxes.  To
perform the Sale Agreement, the Debtors are required to pay to
Latter & Blum, Inc./Realtor, a 4% broker's commission or $80,000.

East Baton Rouge has a statutory lien on the Real Property for
the total amount of Prepetition Taxes and is therefore a fully
secured creditor.  Consequently, payment of the Prepetition Taxes
will not prejudice other creditors.

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


LAIDLAW: Selling Up to 3,777,419 Shares to Benefit Pension Trust
----------------------------------------------------------------
In a prospectus filed with the Securities and Exchange Commission
on June 14, 2004, Laidlaw International, Inc., disclosed that it
may offer, from time to time, in one or more offerings, up to
3,777,419 shares of common stock.

Laidlaw will not receive any proceeds from the sale.  The
3,777,419 shares of common stock to be offered are held in a
trust pursuant to a settlement agreement between Laidlaw and the
United States Pension Benefit Guaranty Corporation.

The net proceeds from any sale of shares of common stock will be
contributed to certain pension plans of Laidlaw's subsidiary,
Greyhound Lines, Inc., pursuant to the settlement agreement.

On June 9, 2004, the reported sale prices of Laidlaw common stock
on the New York Stock Exchange and Toronto Stock Exchange were
$12.72 per share and CND$17.07 per share.

                         Use of Proceeds

Pursuant to the PBGC Agreement, on June 23, 2003, in connection
with Laidlaw's emergence from bankruptcy, Laidlaw and its
subsidiaries contributed $50 million in cash to the Greyhound
Lines Plans and issued 3,777,419 shares of common stock to a
trust, or the Pension Plan Trust.  Furthermore, pursuant to the
PBGC Agreement, Laidlaw agreed to contribute an additional
$50 million in cash to the Greyhound Lines Plans on June 30, 2004.
These contributions and transfers will be in addition to the
minimum funding obligations to the pension plans, if any,
required under current regulations.

The trustee of the Pension Plan Trust is U.S. Trust Company,
National Association, in New York.  The PBGC Agreement requires
the trustee to sell the common stock at Laidlaw's direction as
soon as practicable, but in no event later than December 31,
2004.  Laidlaw will contribute all net proceeds from the sales of
the common stock held in the Pension Plan Trust directly to the
Greyhound Lines Plans.  If the net proceeds from the common stock
sales exceed $50 million, the excess amount may be credited
against any of Laidlaw's future required minimum funding
obligations, but will not reduce the June 2004 required
contribution under the PBGC Agreement.  If the net proceeds from
the common stock sales are less than $50 million, Laidlaw will be
required to contribute the amount of the shortfall in cash to the
pension plans in December 2004.  (Laidlaw Bankruptcy News, Issue
No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000)


LANTIS EYEWEAR: Gets Court Nod to Appoint BSI as Claims Agent
-------------------------------------------------------------
Lantis Eyewear Corporation sought and obtained approval from the
U.S. Bankruptcy Court for the Southern District of New York to
appoint Bankruptcy Services, LLC as the official claims and
noticing agent in its chapter 11 proceeding.

BSI services, among others, include:

   a) notifying all potential creditors of the filing of the
      bankruptcy petition and of the setting of the first
      meeting of creditors pursuant to section 341(a) of the
      Bankruptcy Code, under the proper provisions of the
      Bankruptcy Code and the Federal Rules of Bankruptcy
      Procedure;

   b) maintaining an official copy of the Debtor's schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed
      thereto;

   c) furnishing a form for the filing of a proof of claim,
      after such notice and form are approved by this Court;

   d) once the bar date has been set, mailing personalized
      proofs of claim forms to all creditors and other
      identified parties with the scheduled amount noted;

   e) filing with the Clerk a copy of the notice, a list of
      persons to whom it was mailed (in alphabetical order), and
      the date the notice was mailed, within ten (10) days of
      service;

   f) docketing all claims received, maintaining the official
      claims registers for the Debtor on behalf of the Clerk,
      and providing the Clerk with certified duplicate
      unofficial Claims Registers on a monthly basis, unless
      otherwise directed;

   g) specifying, in the applicable Claims Register, the
      following information for each claim docketed:

        (i) the claim number assigned,

       (ii) the date received,

      (iii) the name and address of the claimant and agent, if
            applicable, who filed the claim, and (iv) the
            classification of the claim (e.g., secured,
            unsecured, priority, etc.);

   h) relocating, by messenger, all of the actual proofs of
      claim filed with the Court to BSI, not less than weekly;

   i) recording all transfers of claims and providing any
      notices of such transfers required by Rule 3001 of the
      Federal Rules of Bankruptcy Procedure;

   j) making changes in the Claims Registers pursuant to Court
      Order;

   k) upon completion of the docketing process for all claims
      received by the Clerk, turning over to the Clerk copies of
      the Claims Registers for the Clerk's review;

   l) maintaining the official mailing list for the Debtor of
      all entities that have filed a proof of claim, which list
      shall be available upon request by a party-in-interest or
      the Clerk;

   m) assisting with, among other things, solicitation as
      approved by the Court and calculation of votes and
      distribution as required in furtherance of confirmation of
      a plan of reorganization;

   n) 30 days prior to the close of these cases, an Order
      dismissing BSI shall be submitted terminating the services
      of BSI upon completion of its duties and responsibilities
      and upon the closing of these cases; and

   o) at the close of the case, boxing and transporting all
      original documents in proper format, as provided by the
      Clerk, to the Federal Records Center.

BSI assures the Debtor that it neither holds or represents any
interest adverse to the Debtor or the Debtor's estate on matters
for which it is to be retained.

BSI's hourly rates are:

         Professional               Billing Rate
         ------------               ------------
         Kathy Gerber               $210 per hour
         Senior Consultants         $185 per hour
         Programmer                 $130 to $160 per hour
         Associate                  $135 per hour
         Data Entry/Clerical        $40 to $60 per hour
         Schedule Preparation       $225 per hour

Headquartered in New York, 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 in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $39,052,000 in total assets and $132,072,000 in total
debts.


LASER MORTGAGE: Declares Final Liquidation Distribution
-------------------------------------------------------
LASER Mortgage Management, Inc.'s (OTC Bulletin Board: LSMM) final
liquidation distribution to be paid on July 20, 2004 to holders of
record of LASER's common stock as of July 5, 2004 pursuant to the
company's plan of liquidation and dissolution will be $0.8623029
per outstanding share of common stock.

The Company has been advised that this final distribution should
be treated as a distribution in a complete liquidation. As such,
the final liquidation distribution should not be treated as a
dividend received by a stockholder, but rather as if the
stockholder had sold its shares. Therefore, a stockholder should
recognize gain or loss with respect to each share held by the
stockholder, measured by the difference between the total amount
of cash received by the stockholder with respect to such share and
the stockholder's basis in that share.

Stockholders should consult their own tax advisors regarding the
U.S. federal income tax consequences to them of receiving the
final liquidation distribution.

This is the final liquidating distribution and no further
distributions will be made. The share record books of the Company
will be closed and the stock certificates will be deemed worthless
and represent only the right to receive the final liquidation
distribution as of the close of business on the payment date.

                  About LASER Mortgage

LASER Mortgage Management is a real estate investment trust (REIT)
that invests in mortgage-backed securities and mortgage loans. Its
mortgage securities include pass-through certificates and
collateralized mortgage obligations. The company's mortgage loans
are typically secured by first or second liens on residential,
commercial, and other real estate. More than 95% of LASER Mortgage
Management's assets are invested in highly rated securities,
government-backed securities, and mortgage loans that
substantially meet federal guidelines. The REIT has reduced its
investments in higher-risk mortgage loans and non-investment grade
high-yield corporate debt to ease its pending liquidation and
dissolution.


LEINER HEALTH: Signs Distribution Agreements With IMPAX Labs
------------------------------------------------------------
IMPAX Laboratories, Inc. (NASDAQ:IPXL) has signed a series of
agreements with Leiner Health Products, LLC for the supply and
distribution of the Company's Loratadine Orally Disintegrating
Tablets (ODT) and Loratadine and Pseudoephedrine Sulfate Extended
Release Tablets 24 hour products. Both of these products are
indicated for the relief of symptoms of seasonal allergic rhinitis
(hay fever). These products will be manufactured by IMPAX and
marketed by Leiner as over the counter (OTC) store brand
equivalents to both Claritin(R) Reditabs(R) and Claritin-D(R) 24-
hour respectively.

"These agreements with Leiner enable IMPAX to further capitalize
on our Loratadine product portfolio," stated IMPAX's CEO Barry R.
Edwards. "Leiner's strong position in the OTC store brand space
should provide us with additional market presence," Mr. Edwards
continued.

These new agreements are in addition to those previously announced
with several major pharmaceutical companies for IMPAX's Loratadine
product family.

IMPAX currently has 14 applications pending at the FDA, including
five tentatively approved, which address approximately $5.2
billion in U.S. product sales for the twelve months ended March
31, 2004, based on NDCHealth data. Twelve of these filings were
made under Paragraph IV of the Hatch-Waxman Amendments.

IMPAX Laboratories, Inc. is a technology based specialty
pharmaceutical company applying its formulation expertise and drug
delivery technology to the development of controlled-release and
specialty generics in addition to the development of branded
products. IMPAX markets its generic products through its Global
Pharmaceuticals division and intends to market its branded
products through the IMPAX Pharmaceuticals division. Additionally,
where strategically appropriate, IMPAX has developed marketing
partnerships to fully leverage its technology platform. IMPAX
Laboratories is headquartered in Hayward, California, and has a
full range of capabilities in its Hayward and Philadelphia
facilities. For more information, please visit the Company's Web
site at: http://www.impaxlabs.com/

Claritin(R) Reditabs(R) and Claritin-D(R) 24-hour are registered
trademarks of Schering-Plough Corporation.

                         About Leiner

Carson, California-based Leiner is the largest U.S. private-label
VMS manufacturer; that sector accounts for about 70% of company
sales, while the remainder comes from OTC drugs. The company also
markets its own brands, including the Your Life trademark. About
60% of its sales are to its top three accounts. The company's
products are mainly sold under private labels through mass
merchandisers, grocery and supermarket chains, drug stores, and
warehouse clubs. Given the lower pricing inherent in the
private-label business and the company's customer concentration,
pricing flexibility is limited. The VMS category is also
vulnerable to negative press reports on the efficacy of these
products that can have a significant effect on sales trends.

                          *   *   *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
vitamin and drug manufacturer Leiner Health Products Inc. to
positive from stable and affirmed its 'B' corporate credit rating
on the company.

At the same time, Standard & Poor's assigned its 'CCC+'
subordinated debt rating to Leiner's proposed $150 million Rule
144A note offering. Standard & Poor's also assigned a 'B' senior
secured bank loan rating and a '3' recovery rating to Leiner's
proposed $290 million bank loan due 2011. The '3' recovery
rating indicates that the asset values provide lenders with the
expectation of meaningful recovery of principal (50%-80%) in a
default scenario.

"The outlook revision reflects Standard & Poor's expectation that
Leiner's improved operating performance is sustainable," said
Standard & Poor's credit analyst Martin Kounitz. "However, while a
component of the company's financial risk has improved with higher
profitability, this improvement is somewhat dimmed by the
increased debt levels the company will incur following its planned
recapitalization."


LOEWEN: Mayflower to Sell Security Plan Life Shares to Citizens
---------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) announced the signing of an
agreement by its subsidiary Mayflower National Life Insurance
Company to sell the shares of Security Plan Life Insurance Company
to Citizens Insurance Company of America.  This transaction is
conditional upon the parties having obtained all necessary
approvals and consents from the applicable regulatory authorities.
Alderwoods currently expects the transaction to be concluded in
October 2004.

Alderwoods has been engaged in a strategic market rationalization
assessment to identify and dispose of operations that are not
consistent with the Company's long-term business plans.  During
the second quarter of 2003, the Company identified Security Plan
Life as a non-strategic asset as it did not support the Company's
pre-need funeral sales efforts.

On closing the cash proceeds resulting from this sale will be in
the amount of $85 million and the Company is expected to record a
gain on the sale of approximately $17 million.  After payment of
applicable taxes and expenses associated with the transaction and
the recapitalization of Mayflower, the Company plans to use the
net proceeds of this sale to pay a portion of its outstanding
debt.

"We are very pleased that we have been able to enter into an
agreement for the sale of Security Plan" said Paul Houston,
President and Chief Executive Officer.  "The proceeds from this
sale represent a significant portion of the Company's assets held
for sale and this transaction will materially contribute to the
achievement of our objectives to improve the quality of our
balance sheet and focus on the Company's core business
operations."  (Loewen Bankruptcy News, Issue No. 86; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MAGELLAN HEALTH: Will Webcast Q2 2004 Results on July 29
--------------------------------------------------------
Magellan Health Services, Inc., (Nasdaq:MGLN), will release second
quarter 2004 earnings results on Thursday, July 29, 2004.

The second quarter earnings announcement will be issued at
approximately 6:30 a.m. on Thursday, July 29, and will be
immediately available on the investor relations page at
http://www.MagellanHealth.com/

A conference call will be held to discuss the earnings at 11:00
a.m. Eastern time on Thursday, July 29. To participate in the
call, interested parties should call 1-888-390-4698 and reference
the passcode Second Quarter Earning and conference leader Steve
Shulman approximately 15 minutes before the start of the call.

The conference call also will be available via a live Webcast at
Magellan's investor relations page at
http://www.MagellanHealth.com/

A taped replay of the conference call will be available from
approximately 1:00 p.m. Eastern time on Thursday, July 29, until
12:00 midnight on Thursday, August 5. The call-in numbers for the
replay are 1-866-360-3310 and 1-203-369-0165 (from outside the
U.S.).

Those who plan to listen to the call and/or Webcast are encouraged
to read Magellan's Annual Report on Form 10-K for the year ended
December 31, 2003, filed with the Securities and Exchange
Commission on March 30, 2004, including the discussion of risk
factors. In addition, listeners are encouraged to read all other
2003 and 2004 reports filed with the Securities and Exchange
Commission, including but not limited to the Quarterly Report on
Form 10-Q filed with the SEC on April 29, 2004, to learn about
Magellan's historical operational and financial results.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt dropped from the Company's balance
sheet and Onex Corporation invested more than $100 million in new
equity.


MAJESTIC STAR: Legends Gaming to Buy Black Hawk Casino for $66 Mil
------------------------------------------------------------------
The Majestic Star Casino, LLC, by and through a wholly-owned
subsidiary, has signed a definitive agreement for Majestic to sell
its Black Hawk, Colorado casino to Legends Gaming, LLC, a company
controlled by William J. McEnery. Mr. McEnery was a founding
partner and director of Argosy Gaming Company. He was also a
founding partner of Empress River Entertainment Corp. which
previously owned and operated Empress-brand casinos in Joliet,
Illinois and Hammond, Indiana. The purchase price is $66,000,000,
subject to adjustment. The purchase by Legends Gaming is subject
to licensure and regulatory approval and is expected to close
within six to nine months.

The Company's Black Hawk casino, a non-core asset and the smallest
of the Company's casinos in terms of net revenues, operating
income and assets, consists of approximately 594 slot machines, 6
table games, a 392 space parking garage, a restaurant and a bar.

"We are extremely pleased with the strategic opportunity presented
by the interest of Legends Gaming in the Colorado gaming market,"
said Don H. Barden, President and CEO of the Company.

"This type of transaction gives the Company increased financial
flexibility," added Mr. Barden. "We could reinvest the net cash
proceeds in our other properties or pursue new gaming ventures
which are becoming increasingly attractive in various
jurisdictions across the country."

The Company will provide further information regarding the sale in
connection with its press release of its second quarter earnings
in approximately three weeks.

               About The Majestic Star Casino, LLC

The Majestic Star Casino, LLC is a multi-jurisdictional gaming
company that directly owns and operates one dockside gaming
facility located in Gary, Indiana and, pursuant to a 2001
acquisition through its restricted subsidiary, Majestic Investor
Holdings, LLC, owns and operates two Fitzgeralds brand casinos
located in Tunica, Mississippi and Black Hawk, Colorado. For a
fee, The Majestic Star Casino, LLC manages a Fitzgeralds brand
casino in Las Vegas, Nevada, which is wholly owned by Barden
Development, Inc., the parent of The Majestic Star Casino, LLC.
For more information about us, please visit our web sites at
http://www.majesticstar.com/or http://www.fitzgeralds.com/

At March 31, 2004, Majestic Star Casino's balance sheet reflects a
stockholders' deficit of $102,772,004 compared to a deficit of
$102,166,955.


MANUFACTURED HOUSING: S&P Lowers 1999-4 Class B-1 Rating to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
subordinate B-1 classes of Manufactured Housing Contract
Senior/Subordinated Pass-Thru Trust 1999-4 and Manufactured
Housing Contract Senior/Subordinated Pass-Thru Cert Series 2000-5.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investment. Manufactured Housing Contract
Senior/Subordinated Pass-Thru Trust 1999-4 reported an outstanding
liquidation loss interest shortfall for its B-1 class on the July
2004 payment date. In addition, the rating on the class B-1 from
Manufactured Housing Contract Senior/Subordinated Pass-Thru Cert
Series 2000-5 is being lowered in anticipation of a liquidation
loss interest shortfall in the near future.

Standard & Poor's believes that interest shortfalls for these
deals will continue to be prevalent in the future, given the
adverse performance trends displayed by the underlying pool of
collateral, as well as the location of B-1 writedown interest at
the bottom of the transaction payment priorities. Furthermore,
the high level of monthly losses has caused the complete principal
writedown on the B-1 class of series 2000-5, resulting in the
partial principal writedown of the M-2 class.

                         Ratings Lowered

     Manufactured Housing Contract Sr/Sub Pass-Thru Trust 1999-4
                             Rating
                    Class    To       From
                    B-1      D        CCC-

Manufactured Housing Contract Sr/Sub Pass-Thru Cert Series 2000-5
                             Rating
                    Class    To       From
                    B-1      CC       CCC-


MARINER POST-ACUTE: Wants To Discharge, Release & Remove 21 Liens
-----------------------------------------------------------------
Section 1141(c) of the Bankruptcy Code provides that a lien that
is not preserved by a plan may be extinguished by virtue of plan
confirmation.

The Mariner Post-Acute Network, Inc. (MPAN) and Mariner Health
Group (MHG) Debtors have identified 21 liens:

   -- whose holders either did not respond to any mailing or
      communication, or did not file proofs of claim on the bar
      date; or

   -- which have been resolved under the plan.

The Debtors propose to discharge, release and remove the liens.

The Debtors report that 12 of the liens were listed in the MPAN
Debtors' Schedules of Assets and Liabilities as disputed:

   Lien                      Type of Lien              Amount
   ----                      ------------              ------
   First Alabama Bank of     Mortgage Indenture    $2,000,000
   Montgomery                and Security
                             Agreement

   Public Trustee of         Deed of Trust            300,000
   Denver County

   Public Trustee of         Deed of Trust            306,800
   La Plata County

   Marine Bank of            Trust Indenture        2,570,000
   Springfield

   James L. Correll, Jr.     Deed of Trust          3,000,000

   Joseph G. Maddrey         Deed of Trust            500,000

   Southern Trust &          Deed of Trust            300,000
   Mortgage Company

   Edward Beverly            Deed of Trust             37,500

   McAllen State Bank        Deed of Trust          1,293,432

   Jan Farley                Deed of Trust            250,000

   First Financial Bank      Mortgage                  32,000

   Kimberly-Bartlett II      Grant Deed             1,323,066

Five liens were not scheduled in the MPAN Debtors' Schedules:

   Lien                      Type of Lien              Amount
   ----                      ------------              ------
   Joseph G. Maddrey         Deed of Trust         $1,200,000

   Charles R. Young          Deed of Trust            750,000

   Care Enterprises West     Deed Upon Sale         1,323,066

   Avalon Inc., Avalon       Collateral             2,325,000
   Pharmacy, and Forest      Assignment of
   Hills Nursing Center      Financing Documents

   Anderson Nursing          Vendor's Lien            218,903
   Homes, Inc.                                        176,000

The MHG Debtors identified one lien held by Rassman and Fritz
Schneider for $5,330,770.

Each holder of these liens was given notice of the Debtors'
bankruptcy proceeding including the Bar Date notice.
Nonetheless, the holders failed to file a proof of claim as
required.  In effect, the holders are deemed bound by the terms
of the Plan and are not entitled to receive further mailings or
notices regarding the Debtors' cases.

The Debtors further identified three liens that were separately
classified and are fully satisfied under the Plan:

   Lien                      Type of Lien              Amount
   ----                      ------------              ------
   Public Trustee of         Deed of Trust           $366,150
   Morgan County

   Public Trustee for        Deed of Trust            505,155
   Lanmer County

   Equitable Savings and     Mortgage                 460,000
   Loan Association of
   Fremont Nebraska

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


MCWATTERS MINING Court Approves Sigma-Lamaque Proposals
-------------------------------------------------------
McWatters Mining Inc. announced that the Proposals made by
Sigma-Lamaque Limited Partnership and McWatters Mining to their
respective creditors under the Bankruptcy and Insolvency Act were
approved by the Superior Court of Quebec at a hearing held on
July 9, 2004.

These proposals had been accepted by the creditors at meetings
held on June 22, 2004, in Val-d'Or.

McWatters is an important Canadian gold producer, with reserves of
1.7 million ounces of gold and total resources of 6.8 million
ounces of gold. McWatters is also involved in developing an
extensive portfolio of exploration properties.


MIRANT AMERICAS: Wants To Reject El Paso Transportation Contract
----------------------------------------------------------------
El Paso Natural Gas Company owns and operates a gas transmission
system.  Mirant Americas Energy Marketing, LP, and El Paso
entered into a Transportation Service Agreement, dated
February 22, 2001, to provide for transportation of 5,766 Mcf/day
gas, on a firm basis, to the Debtors' California plants.  The
Contract requires MAEM's payment to El Paso of demand charges
amounting to $55,765 per month.  The Contract expires on June 1,
2006.

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, relates that on July 1, 2002, MAEM posted a $5,000,000
letter of credit as collateral issued by Wachovia Bank for El
Paso and its affiliates' benefit.  The Letter of Credit secures
MAEM's performance of its obligations under the Contract and
various other agreements, which are not being assumed or rejected
at the moment.

El Paso and three of its affiliates have drawn on the Letter of
Credit.  The current amount available under the Letter of Credit
is $829,290.  Although the principal amount of the Letter of
Credit is $5,000,000, only $193,047 was allocated as collateral
for the Contract.  The Letter of Credit expired on June 30, 2004.

According to Ms. Campbell, at the time the Debtors entered into
the Contract, they intended to use the firm gas transportation
capacity to provide a greater supply of natural gas for the
California plants.  However, the Debtors have alternative
supplies of fuel sufficient to meet the needs of the California
plants and have no need for the firm transport capacity at any
price.

Pursuant to Section 365 of the Bankruptcy Code, the Debtors seek
the Court's authority to reject the Contract with El Paso.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: S&P Raises 1998-CF1 Class E & F Ratings to BB+/BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, and F of Morgan Stanley Capital I Inc.'s commercial
mortgage pass-through certificates from series 1998-CF1. At the
same time, the ratings on classes A-1, A-2, A-MF1, A-MF2, and X
are affirmed.

The raised and affirmed ratings reflect credit support levels that
adequately support the ratings under various stress scenarios.

As of June 2004, the trust collateral consisted of 242 commercial
mortgages with an outstanding balance of $858.7 million, down
22.4% from issuance. There have been cumulative principal losses
of $66.65 million since issuance. The master servicer, GMAC
Commercial Mortgage Corp., reported either full- or partial-year
2003 net cash flow debt service coverage ratios for 53.9% of the
pool and full-year 2002 NCF DSCRs for 34% of the pool. The largest
loan and the fifth largest loan, together totaling $58.8 million,
have been fully defeased. Excluding the defeased loans, Standard &
Poor's calculated the current weighted average DSCR for the pool
to be 1.66x, compared to 1.39x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 24.2% of the pool, has remained steady at 1.40x, compared
to 1.38x at issuance for the same loans. This DSCR calculation not
only excludes the defeased loans, but also the eighth-largest
loan, Cambridge Shopping Center, for which financials were not
available. This loan, with an outstanding balance of $15.9
million, is in special servicing and will be discussed below. The
fifth-largest loan, secured by a portfolio of six limited-service
hotels located in Wisconsin called the WISCO Portfolio, is on the
watchlist for a NCF DSCR below 1.0x as of March 31, 2003, down
from 1.34x at issuance.

At present, there are 19 loans with the special servicer, Lennar
Partners Inc., with a combined balance of $106.9 million (12.45%).
Of the 19, six loans totaling $54.45 million, or 51% of the total
balance in special servicing, are current. Another six loans
totaling $36.39 million, or 34% of the balance in special
servicing, are in the process of foreclosure. Two smaller balance
loans totaling $3.0 million are REO and five are delinquent. The
largest property type exposure in special servicing is retail,
with six loans totaling $46.8 million, or 44% of the total balance
in special servicing. The second largest property type exposure is
office, with three loans totaling $27.1 million. The third largest
exposure by property type is healthcare, represented by a nursing
home in Great Neck, New York, with a loan balance of $9.2 million.
The three largest loans in special servicing are also top 10 loans
and account for 58% of the balance in special servicing. They are
discussed below.

     -- Broadview Village Square, the second-largest loan in the
        pool, has a current balance of $24.6 million (2.87%) and a
        total exposure of $27.5 million ($78 per sq. ft.). A 10
        year old, 353,787-sq.-ft. retail center located 13 miles
        from Chicago in Broadview, Illinois. secures the loan,
        which has been negatively impacted by a dark Super Kmart.
        Shadow anchors include a Target Greatland and a Home
        Depot. Tenants of the loan collateral include a Marshalls,
        a Sports Authority and a Petsmart. A prospective purchase
        of the vacant Kmart parcel by Wal-Mart did not
        materialize. However, Target has expressed interest in the
        space. Lennar continues to negotiate a forbearance
        agreement with the borrower whereby the borrower would be
        permitted to payoff the principal in full within four to
        six months. Lennar reports a current occupancy of 43% with
        a net operating income of approximately $366,000,
        resulting in a 0.20x DSCR. The borrower is remitting cash
        flow. An appraisal dated Sept. 29, 2003 valued the
        property at $23.2 million as is and $27.4 million
        stabilized.

     -- Elliott Bay Office Park has a balance of $21.94 million
        (2.56%; $101 per sq. ft.). The loan is current and is
        secured by a 218,086-sq.-ft. office park in Seattle,
        Washington. That was built in 1980. The borrower was a
        chronic late payer, so a lockbox has been instituted. Once
        the remaining outstanding default interest and late fees
        have been collected, the loan will be returned to the
        master servicer. Last reported occupancy was 93.5% as of
        May 2004 and NOI DSCR was 1.57x based on year-to-date
        results through April 2004.

     -- Cambridge Square Shopping Center has a balance of $15.9
        million (1.85%; $69 per sq. ft.). The loan is current and
        is secured by a 230,549-sq.-ft. retail property in
        Marlboro Township, New Jersey that was built in 1996. The
        borrower has negotiated a lease assumption with Home Depot
        for the vacant Kmart space. In addition, Home Depot has
        come to an agreement with the township that would allow it
        to take the space. DSCR would be 1.48x if Home Depot
        assumes the rejected Kmart lease. Once the restatement is
        finalized, it is expected that this loan will be returned
        to the master servicer.

The current watchlist includes 70 loans totaling $192 million
(22.36%). The largest loan on the watchlist, the WISCO Portfolio,
for $20.9 million (2.43%), is the fifth-largest loan in the pool,
secured by six limited-service hotels located in Wisconsin. The
loan appears on the watchlist due to its low NCF DSCR, but this is
based on data from March 31, 2003. More recent financial data was
not available, although recent property inspection reports noted
all of the hotels to be in "good" condition. Preston Place
Apartments, the other top 10 loan on the watchlist, reports a
1.23x DSCR and 88.3% occupancy. It will be removed from the
watchlist next month. The average loan balance on the watchlist
is $2.7 million.

The pool has large geographic concentrations in California
(22.1%), Florida (11.5%), Texas (8.4%), New York (6.9%), and New
Jersey (6.9%). Significant collateral type concentrations include
retail (25.7%), multifamily (25.6%), office (12.0%), lodging
(11.2%), and industrial (7.4%).

Standard & Poor's stressed various loans in the mortgage pool,
paying particular attention to the specially serviced and
watchlisted loans. The expected losses and resultant credit levels
adequately support the current rating actions.

                         Ratings Raised

                    Morgan Stanley Capital I Inc.
          Commercial mortgage pass-thru certs series 1998-CF1

                            Rating
           Class   To          From   Credit Enhancement
           B       AAA         AA                 24.64%
           C       AA-         BBB                17.55%
           D       BBB         B                  10.46%
           E       BB+         CCC                 8.20%
           F       BB-         D                   5.62%

                         Ratings Affirmed

                    Morgan Stanley Capital I Inc.
          Commercial mortgage pass-thru certs series 1998-CF1

               Class   Rating   Credit Enhancement
               A-1     AAA                  31.09%
               A-2     AAA                  31.09%
               A-MF1   AAA                  31.09%
               A-MF2   AAA                   1.09%
               X       AAA                    N.A.


MORGAN STANLEY: S&P Downgrades 1997-XL1 Class H Note Rating to D
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of Morgan Stanley Capital I Inc.'s commercial mortgage
pass-through certificates from series 1997-XL1. Additionally,
ratings are lowered on two classes from the same transaction. At
the same time, the ratings on five other classes are affirmed.

The upgrades reflect the increased credit enhancement due to three
of the original 12 loans paying off and continued amortization of
seven of the nine remaining loans. In addition, 49% of the
remaining pool is defeased.

The lowered rating on class G reflects the deterioration in the
operating performance of four of the six remaining, non-defeased
loans, representing 32% of the outstanding pool balance. The
weighted average debt service coverage ratio on a net cash flow
basis for the remaining non-defeased loan balance decreased to
1.28x from 2.00x at issuance. Additionally, the rating on class H
has been lowered to 'D' to reflect a growing interest shortfall
that has been accruing since the Westgate Mall loan was
transferred to special servicing in January 2003. Standard &
Poor's expects that this loan will be liquidated at a significant
principal loss to class H.

The three defeased loans include: the 605 Third Avenue loan, which
is the largest loan in the pool with an outstanding loan amount of
$120 million; the Edens & Avant loan, which is the second-largest
loan in the pool with an outstanding loan balance of $82.75
million; and the Ashford Financial Pool loan, which is the fourth-
largest loan in the pool with an outstanding loan amount of $60
million.

The four loans whose collateral has experienced a decrease in
operating performance since issuance include:

     -- Grand Kempinski Hotel is the sixth-largest loan in the
        pool, with a $49.3 million loan balance, and is on the
        servicer's watchlist. A 528-room luxury hotel located in
        Addison, Texas secures the loan. NCF for this property
        declined by 90% for the 12 months ending Dec. 31, 2003
        from its level at issuance in October 1997. As a result,
        the DSCR declined to 0.15x for this same period from 1.73x
        at issuance. However, NCF has increased by 117% for the
        first five months of 2004 compared to the same period in
        2003. Using the borrower's budget for 2004, Standard &
        Poor's estimates the value has declined by 37% since
        issuance. There is a major capital improvement plan in
        place, which will total up to $18 million extending
        through 2008. The plan calls for renovation of all guest
        rooms, renovation of the ballrooms, expansion of meeting
        space, and renovation of the lounge and restaurant areas.
        However, this submarket north of Dallas continues to be
        over-supplied in terms of hotel product, and is not
        expected to return to equilibrium before 2005;

     -- Mansion Grove Apartments is the third-largest loan in the
        pool with a loan balance of $67.8 million, and is secured
        by an 77-unit multifamily rental complex located in Santa
        Clara, California. NCF decreased by 11% for the 12 months
        ending Dec. 31, 2003 from its level at issuance. As a
        result, DSCR declined to 1.21x in 2003 from 1.39x at
        issuance. Rental rates have declined as a result of weak
        economic conditions in Silicon Valley and very competitive
        submarket conditions;

     -- Westgate Mall is the eighth-largest loan in the pool with
        a loan balance of $38.3 million, is 30-days delinquent,
        and is currently being specially serviced by GE Capital
        Realty Group Inc. The mall contains 789,222 total sq. ft.,
        617,222 sq. ft. of which serves as collateral for the
        loan, located in Fairview Park, Ohio. NCF for the mall
        declined by 40% for the 12 months ending Dec. 31, 2002
        from its level at issuance. Operating performance data is
        not available for 2003. DSCR was 1.00x in 2002, down from
        1.20x at issuance. A six-month forbearance agreement
        calling for any NCF after operating expenses and reserves
        to be used to pay principal and interest was executed in
        May 2004. Management is looking to re-position the
        property with the addition of big box retailers. It is
        estimated that the value of the mall has declined by 58%
        since issuance; and

     -- Westshore Mall is the ninth-largest loan in the pool with
        a loan balance of $19.3 million, and is on the servicer's
        watchlist. It is secured by 393,949 sq. ft. of a 473,619-
        sq.-ft. mall located in Holland, Michigan. NCF for the
        mall declined by 21% for the 12 months ending Dec. 31,
        2003 from its level at issuance. DSCR declined to 0.96x in
        2003 from 1.68x at issuance. The actual maturity date for
        this loan is March 1, 2027. However, the anticipated
        maturity date was March 1, 2004, and the borrower was
        unable to refinance the loan due to property performance.
        As a result, the interest rate was raised by 5.0% from its
        initial fixed rate of 8.07%. Operating expenses were
        unusually high in 2003 due to lease renewal costs, as
        several major tenant leases expired in 2003. The vacancy
        rate increased to 14% in March 2004. It is understood that
        the borrower is re-tenanting this vacant space in an
        attempt to ready the property for refinancing.

                         Ratings Raised

                    Morgan Stanley Capital I Inc.
         Commercial mortgage pass-thru certs series 1997-XL1

                             Rating
               Class     To     From     Credit Support
               D         AAA    AA                25.2%
               E         AA+    A                 16.8%

                         Ratings Lowered

                    Morgan Stanley Capital I Inc.
         Commercial mortgage pass-thru certs series 1997-XL1

                             Rating
               Class     To     From     Credit Support
               G         B-     B                  4.2%
               H         D      CCC                0.0%

                         Ratings Affirmed

                    Morgan Stanley Capital I Inc.
          Commercial mortgage pass-thru certs series 1997-XL1

               Class     Rating      Credit Support
               A-1       AAA                  42.1%
               A-2       AAA                  42.1%
               A-3       AAA                  42.1%
               B         AAA                  37.9%
               C         AAA                  33.7%


N-VIRO INTL: Strained Liquidity Triggers Going Concern Uncertainty
------------------------------------------------------------------
N-Viro International Corporation has in the past and continues to
sustain net and operating losses. In addition, the Company has
used substantial amounts of working capital in its operations
which has reduced the Company's liquidity to a low level.  At
March 31, 2004, current liabilities exceed current assets by
$946,126. These matters raise substantial doubt about the
Company's ability to continue as a going concern.

Total revenues were approximately $1,458,000 for the quarter ended
March 31, 2004 compared to approximately $1,245,000 for the same
period of 2003.  The net increase in revenue is due primarily to
an increase in site license fee and alkaline admixture service and
sales revenues.  The Company's cost of revenues increased to
approximately $1,040,000 in 2004 from approximately $913,000 for
the same period in 2003, and the gross profit percentage increased
to 29% from 27% for the quarters ended March 31, 2004 and 2003,
respectively.  The increase in gross profit percentage was
primarily the result of the increase in revenue derived from  the
site license fee contract sold for the quarter.  Operating
expenses increased for the comparative period, while the Company's
share of the income of a joint venture, the Company's interest in
Florida N-Viro, L.P., decreased for the same period of 2004.
These changes collectively resulted in a net loss of approximately
$157,000 for the quarter ended March 31, 2004 compared to a net
loss of approximately $138,000 for the same period in 2003.

The Company had a working capital deficit of $946,000 at March 31,
2004, compared to a  working capital deficit of $1,642,000 at
December 31, 2003, an increase in working capital  of $696,000.
Current assets at March 31, 2004 included cash and investments of
$192,000  (including restricted cash of $75,000), which is an
increase of $68,000 from December 31, 2003.  The increase in
working capital was principally due to the private placement of
unregistered common stock with four stockholders for $435,188, the
Company issuing stock for payment of trade payables for
approximately $254,000 and the exercise of stock warrants and
options totaling approximately $111,000, offset by the operating
loss for the three month  period.

The Company is currently actively pursuing sale of its investment
in Florida N-Viro, L.P.,  which may provide, in management's
opinion, additional funds to finance the Company's cash
requirements.  Because these efforts are still in progress, there
can be no assurance the Company will successfully complete these
negotiations.

The Company expects continued improvements in operating results
for 2004 as a result of a  return to low administrative costs,
along with realized and expected new sources of revenue.
Additionally, market developments and ongoing discussions with
companies in the cement, fuel and wastewater industries could
provide enhanced liquidity and positively impact 2004  operations.


NEW CENTURY COMPANIES: Looks for More Capital to Fund Operations
----------------------------------------------------------------
As of March 31,  2004, New Century Companies Inc. has negative
working capital of $3,075,942, an accumulated deficit of
$6,254,547 and 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.


NEW WEATHERVANE: Gets Interim Court Nod for $6 Million DIP Credit
-----------------------------------------------------------------
New Weathervane Retail Corporation and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to borrow up to $6,000,000 from Wells
Fargo Retail Finance II, LLC, on an interim basis pending a final
DIP Financing Hearing.

Judge Walsh agreed with David B. Stratton, Esq., at Pepper
Hamilton, LLP, in Wilmington, Delaware, that interim access to
working capital financing is essential to avoid immediate and
irreparable harm to the Debtors' estates.  The DIP Financing is
urgently needed for the Debtors to continue operations, purchase
inventory, and administer and preserve the value of their estates,
as necessary to permit going concern, store closing or going out
of business sales of substantially all of their assets.

New Weathervane acknowledges that it owes the Lender $6,533,551 on
account of prepetition borrowings.  New Weathervane believes Wells
Fargo holds valid, perfected and unavoidable liens in all or
substantially all of the estates' assets.

To further secure their obligations to fund their purchase of a
last-out participation in the Prepetition Obligations, the
Prepetition Lender was provided with a $6 million letter of credit
from:

   -- The 1818 SBIC Fund, LP, and
   -- GB Retail Funding, LLC.

Prior to the Petition Date, the Prepetition Lender drew down
around $3,264,729 of the Participant Letters of Credit, which
caused the funding of the purchase by the Participants of
$3,264,729 in last-out participations in the Prepetition
Obligations.

The DIP Loan Agreement provides for a $6,000,000 loan to the
debtors with a sublimit of $1,000,000 with respect to letters of
credit and bankers acceptances.

The borrowing base applicable to the DIP Loan Agreement will be
equal to the the lesser of 85% of the orderly liquidation value of
eligible inventory and 75% of the cost of the eligible inventory
minus various reserves.  Borrowing Base collateral reports will be
provided to the Wells Fargo on a daily basis.

To secure all of the Debtors' obligations under the DIP Loan
Agreement, Wells Fargo will receive a fully perfected first
priority security interest subject to valid, enforceable, non-
avoidable liens disclosed to Wells Fargo and acceptable to it in
all of the existing and after acquired real and personal, tangible
and intangible, Debtors' assets.

New Weathervane will pay Wells Fargo a $75,000 closing fee and
monthly $3,000 agency fees.

The DIP Credit Facility will be due on the termination date, which
is at the earliest of:

   -- August 31, 2004;

   -- a continuing event of default by the Debtors; or

   -- the Debtors' emergence from Chapter 11.

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


NIKITA INC: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Nikita, Inc.
        95 South Service Road
        Austell, Georgia 30168

Bankruptcy Case No.: 04-70894

Chapter 11 Petition Date: July 5, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Ray Mullins

Debtor's Counsel: Louis G. McBryan, Esq.
                  Macey Wilensky Cohen Wittner & Kessler
                  Suite 600, Marquis Two Tower
                  285 Peachtree Center Avenue North East
                  Atlanta, GA 30303-1229
                  Tel: 404-584-1200
                  Fax: 404-681-4355

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
P.S.N., Inc.                               $380,800
1611 Peachtree Street
Atlanta, GA 30309

Rohit Patel                                 $35,000

Days Inn                                    $25,000

Alka Patel                                  $20,000

Dehesh Patel                                $15,000

Mana International                           $3,000

Premium Financing Specialists                $2,800

Georgia Power Co.                            $2,700

Cobb County Water System                     $2,500

World Cinema, Inc.                           $1,000

Austell Gas                                    $800

Bharti Desai, C.P.A., P.C.                     $400

EcoLab                                         $250

United Waste Services                          $200

U.S.A. Today                                   $150

Home Depot Supply                              $100


OWENS CORNING: Plans to Build New Foam Insulation Plant in Oregon
-----------------------------------------------------------------
Spurred by strong customer demand for its rigid extruded
polystyrene foam (XPS) insulation products, Owens Corning
(OTC:OWNENQ) plans to build a new 50,000 sq. ft. manufacturing
plant in Gresham, Oregon, which would begin operation in 2005.
The plant will employ approximately 35 people and expands Owens
Corning's presence in the Portland area, where the company already
has an existing support warehouse and a roofing manufacturing
facility.

The proposed plant will supply the Company's rigid XPS products --
including its signature Foamular(R) and Celfort(R) brands -- to
customers throughout the Western United States and Western Canada.
Its location allows Owens Corning to better serve customers in
these regions and achieve greater cost efficiencies.

"Customer demand for extruded foam insulation has surged in recent
years due to its outstanding moisture resistance, durability and
thermal properties when compared to comparable building
materials," said George Kiemle, president, Owens Corning
Insulating Systems Business.  "The plant in Gresham allows us to
not only meet our customers' current demand, but provides us with
the flexibility to grow with them as their needs change."

This news follows on the heels of the company's recent
announcement of low-cost expansions and upgrades at facilities in
the U.S. and Canada to increase fiberglass batt and loose fill
capacity for the North American market.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com-- manufactures fiberglass insulation,
roofing materials, vinyl windows and siding, patio doors, rain
gutters and downspouts.  The Company filed for chapter 11
protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
78; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Provides Court with Status Report
------------------------------------------------
Norman L. Pernick, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, contends that the principal issues pertaining to the
Owens Corning Debtors' Chapter 11 cases -- substantive
consolidation and asbestos claim valuation -- are already ripe for
the District Court's decision.

                    Substantive Consolidation

From the outset of the Debtors' bankruptcy, there has been a deep
division among the unsecured creditor constituencies regarding
their relative standing.  Owens Corning has virtually no secured
debt.  However, unlike Owens Corning's other major creditor
constituencies, a group of lenders -- with Credit Suisse First
Boston as agent -- has guaranties from certain Owens Corning
subsidiaries that were issued under a 1997 Bank Credit Agreement.
To the extent that the guaranties are enforceable, the Bank Debt
Holders would receive a greater proportion recovery from the
Debtors' estates than other unsecured creditors.  If the
guarantees are not enforceable, the Bank Debt Holders will be
pari passu with all other unsecured creditors.  The decisive
issue is whether the Debtors' estate should be substantially
consolidated.

To resolve the issue, the Debtors instituted a voluntary, two-
year discovery and stipulation process that enabled all
constituencies to learn about Owens Corning's history, business,
management and liabilities.  Under the Bankruptcy Court's
supervision, extensive document discovery was undertaken and a
substantial factual record was developed.  The Debtors concluded
that, despite its substantial corporate structure, Owens Corning
was essentially operated prepetition as one enterprise with
little regard for corporate fences.  The terms of the Credit
Agreement and the utter disinterest in financial information
regarding the guarantor subsidiaries made clear that the bank
lenders had relied on the enterprise as a whole in making the
commitments and not the pledges of subsidiaries about which they
knew virtually nothing other than a name.  Based on extensive
facts, the Debtors and their Plan Co-Proponents determined that
it was appropriate to propose a Reorganization Plan that
substantially consolidated the debtor entities.  The Bank Debt
Holders opposed the Plan, particularly the substantive
consolidation provisions, seeking instead to attempt to enforce
their guaranties.

The initial phase of the Plan confirmation hearings was held by
the District Court on the substantive consolidation portions of
the Plan in April 2003.  The hearing comprised 13 trial days, a
substantial documentary and stipulation record, and the
presentation of numerous witnesses via live and deposition
testimony.  At the close of the Plan Proponents' case, the
District Court denied the Bank Debt Holder's request and ruled
that there was significant evidence supporting the substantive
consolidation provisions of the Plan.  No decision has been
issued on that matter.

                     Asbestos Claim Valuation

The Debtors agree that the Court must estimate for Plan
Confirmation purposes Owens Corning's present and future asbestos
liability.  The Debtors are prepared to proceed to a hearing on
the asbestos valuation issue as early as September 2004.  In a
December 20, 2002 Order, District Court Judge Wolin indicated an
intention to withdraw the reference on the asbestos valuation
issue at a future date, but had not done so before his recusal
case.  Although Bankruptcy Court Judge Fitzgerald supervised an
informal discovery process on estimation in the Debtors' cases
while the recusal proceedings were pending, it was unclear
whether the Bankruptcy Court had jurisdiction to conduct an
estimation proceeding.  The Debtors believe that their cases will
be materially benefited if the reference to the asbestos
valuation issue is withdrawn and is promptly determined as part
of the plan confirmation process.  The Bank Debtors Holders seem
to agree.

The Debtors have a substantial statistical database regarding
asbestos claims litigation and settlements developed over decades
of participation in the tort system.  Without requiring formal
discovery, beginning in December 2001, the Debtors voluntarily
made available their substantial asbestos claims database to all
constituencies.  The parties held numerous meetings to discuss
the Debtors' data and to respond to any inquiry that the
valuation experts deemed useful.  The parties also had several
telephone calls with the experts during which they were free to
ask any questions they had regarding the database.  The Debtors
are promptly prepared to exchange reports and other valuation
information with the Bank Debt Holders to complete the discovery
for estimation purposes.

The Debtors do not believe that establishing an asbestos claims
bar date is a prerequisite to an estimation proceeding.  Mr.
Pernick contends that the filing of hundreds of thousands of
asbestos claims in response to the setting of an asbestos bar
date would only serve to engender scattergun litigation by the
Bank Debt Holders with respect to individual asbestos claims and
therefore indefinitely delay the estimation process.  In any
event, the Official Committee of Unsecured Creditors' separate
Bar Date Motion is one of the issues presently before the
District Court.

Mr. Pernick relates that there are other pending matters before
the District Court:

   (1) On December 2, 2003, the Bankruptcy Court conditionally
       approved Owens Corning's Disclosure Statement pending the
       outcome of its request for Substantive Consolidation.
       Judge Fitzgerald also deferred sending out the Disclosure
       Statement pending the District Court's consideration of
       the request to approve the Voting Procedures.  The
       Disclosure Statement and the Plan need to be modified to
       reflect changes necessitated by the Term Sheet among the
       Debtors, the Official Committee of Asbestos Personal
       Injury Claimants, the Official Representative for Future
       Claimants, and Designated Members of the Commercial
       Committee, as well as to reflect recent developments.

   (2) On December 3, 2003, the Bankruptcy Court entered a
       recommended findings of fact and order establishing
       procedures for solicitation and tabulation of votes to
       accept or reject the Plan, approving ballot forms and
       establishing record date for voting purposes only.  Due to
       the passage of time and the contemplated changes to the
       Disclosure Statement and Plan, certain technical
       modifications may be required to the Voting Procedures.

   (3) Owens Corning sought to avoid as fraudulent transfers the
       subsidiary guaranties of its bank debt.  The District
       Court withdrew the reference with respect to the adversary
       Action and stayed the matter pending the outcome of the
       request for substantive consolidation.

   (4) The Commercial Committee asked the Court to establish a
       bar date for filing proofs of asbestos claims.  The
       District Court withdrew the reference with respect to the
       request and stayed it pending further order.

   (5) The Commercial Committee appealed the Bankruptcy Court's
       denial of its request for structural protection required
       to eradicate the alleged legal and ethical conflicts of
       asbestos law firms.  The remainder of the request, which
       alleged that the membership of the Asbestos Committee is
       operating under conflict of interest, was denied by the
       Bankruptcy Court.

   (6) Would-be representatives of a class that purchased
       allegedly defective roofing products from Owens Corning --
       John and Kathleen Stratton, Robert and Linda Lopez, and
       Anne Rudin -- moved for the withdrawal of the reference so
       that the matter may be tried in the District Court.  Owens
       Corning opposed the request.  On April 20, 2004, the
       Bankruptcy Court determined that it is a "core" proceeding
       within the meaning of Section 157 of the Judiciary
       Procedures Code.

   (7) Plant Insulation Company's appeal of the Bankruptcy
       Court's Order directing the appointment of an examiner to
       investigate Fibreboard Corporation is pending before the
       District Court.  The parties agreed that the appeal will
       be stayed pending the outcome of the proceedings on the
       Commercial Committee's request to appoint a Chapter 11
       Trustee in the Bankruptcy Court.

   (8) There are consolidated appeals from a June 20, 2002
       Order determining the rights to certain personal injury
       settlement payments made by the Debtors and held in escrow
       accounts by Baron & Budd.  The briefing of the issue is
       complete and the appeal is pending.

The Asbestos Committee and the Futures Representative, James M.
McMonagle, tell the District Court they agree with the Debtors'
assessment of where the cases stand and how to resolve the
important issues.

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: Enters Into Four Loan Pacts Providing $345 Million
---------------------------------------------------------------
On July 1, 2004, Pacific Gas and Electric Company Vice President
and Controller, Dinyar B. Mistry, disclosed to the Securities and
Exchange Commission that the Utility entered into four separate
loan agreements with the California Pollution Control Financing
Authority on June 29, 2004.  Each loan agreement is dated as of
June 1, 2004.

The California Authority issued $345,000,000 aggregate principal
amount of its Pollution Control Refunding Revenue Bonds for the
benefit of PG&E in order to refund $345,000,000 of the California
Authority's Pollution Control Revenue Bonds -- Pacific Gas and
Electric Company -- 1992 Series A and B and 1993 Series A and B.
The four New Bonds are:

   * 2004 Series A -- $70,000,000
   * 2004 Series B -- $90,000,000
   * 2004 Series C -- $85,000,000
   * 2004 Series D -- $100,000,000

As previously disclosed, on March 5, 2004, PG&E entered into a
term loan facility of $345,000,000 that was used to fund the
Utility's purchase, in lieu of redemption, of the Old Bonds on
April 12, 2004, the effective date of the Utility's
Reorganization Plan under Chapter 11 of the U.S. Bankruptcy Code.
The proceeds of the California Authority's issuance of the New
Bonds were used to refund the Old Bonds held by the Utility.  In
turn, the Utility used the funds it received for the Old Bonds to
repay the $345,000,000 term loan facility.

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


PARMALAT: CoolBrands Acquires Kinnet Dairy Distribution Assets
--------------------------------------------------------------
CoolBrands International Inc. (TSX: COB.A) has acquired from
Parmalat the Kinnet Dairy DSD ice cream distribution business
located primarily in the State of Georgia, with additional
distribution coverage in areas of Alabama and South
Carolina.

Pursuant to the transaction, CoolBrands' wholly owned subsidiary,
Eskimo Pie Frozen Distribution, Inc., acquired the entire Kinnet
Dairy ice cream distribution business, including customer lists,
route lists, delivery vehicles, trademarks and inventory, from
Parmalat's subsidiary Farmland Dairies LLC for an undisclosed cash
purchase price. The business and assets acquired by CoolBrands do
not include any business or assets related to Parmalat's Kinnet
Dairy milk business, which Parmalat continues to operate.

On July 7, 2003, CoolBrands acquired from Nestle substantially all
of its distribution assets in the U.S., making CoolBrands one of
only two "directstore-door" (DSD) ice cream distribution systems
with broad penetration of major markets across the U.S. in the
grocery and convenience channels, including in the States of
Washington, Oregon, California, Utah, Florida, Georgia, Maryland,
Pennsylvania, New Jersey, Delaware and the District of Columbia.

"This acquisition expands our distribution footprint, adds
operational synergies and enhances our strategic value as a
favored vendor to retailers in the grocery and convenience
channels across the Southeast region," stated CoolBrands'
President and Co-Chief Executive Officer, David J. Stein.

"Acquiring smaller regional systems such as Kinnet Dairy is part
of our strategy of expanding and strengthening our DSD system."

                  About CoolBrands International

CoolBrands International is a leader in the consumer products and
franchising segments of the frozen dessert industry, marketing a
diverse range of frozen dessert products under nationally and
internationally recognized brand names. CoolBrands is the pre-
eminent company in the fast-growing "better-for-you" ice cream
category with offerings such as fat free, non-dairy Whole Fruit
(TM) Sorbet, Weight Watchers(R) Smart Ones(R) low-fat and fat-free
frozen desserts and new Atkins(R) Endulge(TM) controlled
carbohydrate super premium ice cream. CoolBrands also competes in
the super premium ice cream category with the Dreamery(R) Ice
Cream and Godiva(R) Ice Cream brands. In addition, CoolBrands
markets a wide variety of "all family" premium ice creams, frozen
novelties and frozen desserts under the Eskimo Pie(R),
Chipwich(R), Tropicana(R), Welch's(R), Yoplait(R), Betty
Crocker(R) and Trix(R) brand names.

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 GROUP: Citigroup Probe Period Extended through July 30
---------------------------------------------------------------
In a Consent Order signed by Judge Drain, the Official Committee
of Unsecured Creditors appointed in Parmalat USA's chapter 11
cases and Citibank, N.A., London Branch, agree to extend until
July 30, 2004, the Committee's deadline to investigate claims,
rights and causes of action against Citibank on the Parmalat U.S.
Debtors' behalf.  The DIP Financing Order is amended to reflect
the parties' agreement.

All Citigroup Entities are also deemed released of all claims and
causes of action by, and liabilities owing to, the U.S. Debtors
arising out of or based on any facts or circumstances occurring
before June 25, 2004.

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: Hires Capital Management as Cooperative Issues Expert
--------------------------------------------------------------
Pegasus Satellite Communications, Inc., and its debtor-affiliates
sought and obtained Bankruptcy Court authority to employ Capital
Management Associates, Inc., as their cooperative issues expert to
provide various services in connection with issues relating to
entities organized on a cooperative basis.

The Debtors selected Capital Management based on its:

   (a) vast experience in providing advisory and regulatory
       consulting services to entities organized or operated on a
       cooperative basis and to entities with an interest in
       patronizing or otherwise conducting business with
       cooperative organizations;

   (b) extensive experience in providing consulting services to
       supply cooperatives and other parties-in-interest in
       bankruptcy and reorganization proceedings;

   (c) familiarity with the Debtors' business, finances, capital
       structure and operations; and

   (d) familiarity with the unique aspects of the Debtors'
       relationships with the National Rural Telecommunications
       Cooperative.

As the Debtors' cooperative issues expert, Capital Management
will:

   -- provide advice and services in connection with issues
      related to entities organized and operating on a
      cooperative basis, particularly NRTC;

   -- provide advice regarding issues involving entities that are
      patrons of organizations that are organized and operating
      on a cooperative basis; and

   -- testify on those matters as requested by the Debtors.

In return for the services, the Debtors will compensate Capital
Management in accordance with its ordinary and customary rates.
The current hourly rates for Capital Management professionals,
who are expected to work on the Debtors' Chapter 11 cases are:

     James Howard Smith, Managing Director    $325
     Howard S. Stone, Managing Director        300
     Thomas Eddy, Director                     275
     Senior Consultant                         225 - 275
     Associate                                 225 - 275
     Staff                                     125 - 200

During the year before the Petition Date, the Debtors paid
Capital Management $51,163 for fees and expenses.  The payment
was from the Debtors' cash on hand.  Since February 3, 2003,
Capital Management has been engaged by the Debtors' bankruptcy
counsel, Sidley Austin Brown & Wood, LLP, to advise the Debtors
in connection with certain litigation involving cooperative
issues.  Payments to Capital Management in connection with those
services were made by the Debtors and included in the $51,163.

Mr. Smith tells the Court that Capital Management does not hold
adverse interests against the Debtors.  Additionally, Mr. Smith
discloses that:

   (1) In 1992, Capital Management's parent, Central Iowa Power
       Cooperative, "joined" the NRTC.  In 1996, Central Iowa
       Power paid $1,500 to NRTC, which was acknowledged in a
       letter from NRTC indicating that it was a "member in good
       standing."  As Central Iowa Power has never been and does
       not intend to be a patron of NRTC, it cannot, by law, be a
       "member in good standing."  Central Iowa Power has no
       activity and no relationship with NRTC;

   (2) From time to time, Capital Management may perform services
       or maintain relationships with certain creditors of the
       Debtors and other parties adverse to the Debtors, in each
       case in matters unrelated to these cases; and

   (3) From time to time, Capital Management may have had
       dealings on other unrelated matters with certain of the
       other professionals expected to provide services in the
       Debtors' cases.

Mr. Smith assures Judge Haines that Capital Management is a
disinterested person as defined in Section 101(14) of the
Bankruptcy Code.

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


PG&E NATIONAL: USGen Inks Salem Harbor Pact With ISO New England
----------------------------------------------------------------
USGen New England, Inc., buys and sells electricity and other
energy-related products at wholesale through the New England
Power Pool pursuant to the Restated New England Power Pool
Agreement dated as of September 1, 1971, as amended, supplemented
and restated from time to time.  The Restated NEPOOL Agreement is
accepted by the Federal Energy Regulatory Commission.

ISO New England, Inc., is the independent system operator for
NEPOOL and coordinates the flow of electricity in the New England
market among the NEPOOL participants, including USGen, pursuant
to the Restated NEPOOL Agreement.  ISO is required to evaluate
the impact on reliability of shutting down electric generating
facilities in New England.  If ISO determines that a particular
generating facility is needed to assure system reliability, then
ISO and the facility's owner are required to engage in
negotiations to determine how the adverse impact on reliability
can be avoided.

                   The Salem Harbor Facility

One of USGen's electric generating facilities is a coal-fired
power plant in Salem, Massachusetts known as the Salem Harbor
Facility.  The Salem Harbor Facility produces power through four
generating units with an aggregate generating capacity of 745 MW.
USGen operates the Salem Harbor Facility in accordance with the
Restated NEPOOL Agreement.

In May 2001, the Massachusetts Department of Environmental
Protection promulgated new regulations requiring certain fossil-
fueled power plants, including the Salem Harbor Facility, to
reduce air emissions.  The DEP subsequently determined that the
Salem Harbor Facility would need to comply with the DEP
Regulations by October 1, 2004.

Around the time of adoption of the DEP Regulations, USGen advised
DEP that, based on what it then knew, compliance with the DEP
Regulations by October 1, 2004 was impossible and that the DEP
Regulations would require USGen to spend well over $100 million
to comply -- an expenditure that USGen doubted could be justified
given the price of electricity, the condition of the capital
markets, and its financial condition.

In April 2003, USGen filed an application with ISO seeking to
retire the Salem Harbor Facility in accordance with the terms of
the Restated NEPOOL Agreement.  However, ISO rejected USGen's
proposed retirement of the Salem Harbor Facility based on a
determination that the retirement would have a significant
adverse impact on the reliable operations of the NEPOOL system,
specifically, on the Boston vicinity.

USGen was mindful of ISO's request for continued operation of the
Salem Harbor Facility but was unwilling to operate it in
violation of the DEP Regulations.  Faced with a shortage of time
and cash to comply with the DEP Regulations, USGen successfully
negotiated an Administrative Consent Order with DEP, the City of
Salem, and certain environmental organizations to resolve some
concerns and establish a framework by which the Salem Harbor
Facility would be able to operate in compliance with the DEP
Regulations.  Among other things, the Administrative Consent
Order contemplates that USGen will seek funding for the costs of
constructing some or all of the required emission control
equipment at the Salem Harbor Facility from sources other than
the capital markets or internally generated cash.

                        Contract with ISO

After substantial negotiations pursuant to the Restated NEPOOL
Agreement, ISO and USGen have agreed to the terms by which ISO
will make the funds available to construct some or all of the
Compliance Equipment at the Salem Harbor Facility to permit USGen
to operate in compliance with the DEP Regulations pursuant to the
terms of the Administrative Consent Order.

              The Salem Harbor Reliability Agreement

At USGen's request, Judge Mannes authorizes USGen to enter into
the Salem Harbor Reliability Agreement.  The Reliability
Agreement establishes a mechanism by which ISO will make
available to USGen the funds necessary to pay the schedule of
anticipated cash flow requirements associated with the
construction of the Compliance Equipment by depositing the funds
into an escrow account.  In return, USGen will pay to ISO defined
percentages of its gross margin from the Salem Harbor Facility,
subject to certain conditions, on both a monthly and a yearly
basis until USGen has repaid, with interest, the actual costs
associated with the construction of the Compliance Equipment.  If
USGen permanently retires all or a portion of the Salem Harbor
Facility, USGen's obligation to make any further repayments to
ISO will be terminated.

USGen currently estimates that the costs to construct the
Compliance Equipment will be $85,000,000 -- although the exact
amount of the costs and the precise measures USGen will implement
to achieve continuing compliance with the DEP Regulations remain
flexible.  The final cost estimates, which will be used to
determine ISO's obligations to deposit funds into the escrow
account pursuant to the Reliability Agreement, will be agreed on
by the parties after the Reliability Agreement has become
effective -- including acceptance by FERC -- and after ISO
notifies USGen that the funding mechanism established in the
Reliability Agreement should be initiated to ensure that the
Salem Harbor Facility may remain available for reliability
purposes.

The Reliability Agreement neither compels ISO to fund nor USGen
to pay back any specific amount of money.  If USGen can work out
an agreement with DEP and various other stakeholders that
accommodates both system reliability and the Salem Harbor
Facility's continued compliance with the DEP Regulations without
the need to make the capital improvements contemplated in the
Reliability Agreement, then ISO may well not initiate the funding
process.  Similarly, if the Salem Harbor Facility will not be
needed beyond the next several years to provide a reliability
supply of electricity, whether due to a drop in demand,
construction of transmission lines or construction of new
generation, then ISO may well not initiate the funding process.
At this time, the external factors are unclear.  Therefore, the
most prudent course is to provide a contractual mechanism for the
funding, if and when it becomes necessary.

A full-text copy of the Reliability Agreement between USGen and
ISO is available at no charge at:


http://bankrupt.com/misc/USGen_Reliability_Agreement_with_ISO_New_England.pd
f

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


PILLOWTEX CORP: Wants Court to Disallow Various Big Claims
----------------------------------------------------------
The Pillowtex Corporation Debtors ask the Court to disallow and
expunge two claims that are duplicative of claims filed against
the same Debtor for the same amount:

                                Duplicate   Remaining
   Claimant                     Claim No.   Claim No.    Amount
   --------                     ---------   ---------    ------
   Commonwealth of Virginia        1763         47      $91,199
   State of South Carolina         1832       1419        3,592

                         Amended Claims

The Debtors found two claims in the claims register that were
already amended by another claim:

                                 Amended    Remaining
   Claimant                     Claim No.   Claim No.    Amount
   --------                     ---------   ---------    ------
   Box USA, Inc.                     35        720      $59,794
   State of North Carolina         4228       4310   19,513,880

To avoid double recovery for the Claimants, the Debtors want the
Amended Claims disallowed.

          Claims Based on Stock Ownership and Warrants

Pursuant to Rule 3003(c)(1) of the Federal Rules of Bankruptcy
Procedure, only a creditor or an indenture trustee may file
claims in a Chapter 11 case.  Holders of shares of Pillowtex
common stock or warrants exercisable for shares of Pillowtex
common stock may not file proofs of claim on account of the
holdings.  Accordingly, the Debtors ask Judge Walsh to disallow
and expunge:

   -- the unliquidated portion of James P. Seery's Claim No.
      3548, which is filed on account of warrants exercisable for
      shares of Pillowtex common stock; and

   -- seven claims based entirely on the ownership of Pillowtex
      common stock:

      Claimant                          Claim No.        Amount
      --------                          ---------        ------
      Burkett, Herman                       346          $9,887
      Dupree, Kyle                         3380           2,380
      Mitchell, Jimmy                      2389          15,403
      Moravec, Joseph                      4070          13,395
      Rothchild, Louis                     1910             894
      Schnepp, Keith                       3371           7,405
      U.S. Bancorp Leasing                 3478       3,211,000

                     Incorrect Debtor Claims

The Debtors discovered 27 claims aggregating $640,367 filed in
the wrong Debtor's cases.  The Debtors propose to reclassify the
claims as filed in the correct Debtor's case.  The Incorrect
Debtor Claims include:

   Claimant                             Claim No.        Amount
   --------                             ---------        ------
   Barton Protective Services              4076        $376,469
   Box USA, Inc.                            720          59,794
   Corestaff Services                       138          16,792
   Murata Machinery USA, Inc.               827          25,812
   Nissan Liftrucks of Memphis, LLC         914           5,680
   PAXAR Corporation                        106          76,613
   Smith & Williams Co.                     295          23,596
   SNS International                        245          10,304
   Thomas M. Smith Lawn Care                 94           6,632
   TXU Energy Retail Company, LP            118          25,672

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)


POLO BUILDERS: U.S. Trustee Meets With Creditors on July 27
-----------------------------------------------------------
The United States Trustee will convene a meeting of Polo Builders,
Inc.'s creditors at 1:30 p.m., on July 27, 2004, in Room 3330 at
227 W. Monroe Street, Chicago, Illinois 60606.  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.

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.


QWEST COMMS: Signs Exclusive 2-Year Service Contract with Wet Seal
------------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) signs an
exclusive, two-year contract to provide The Wet Seal, Inc., a
leading specialty retailer of contemporary apparel and fashion
accessories, with long-distance voice communication services.

Under the contract, Qwest will connect all of the company's nearly
600 retail stores with its California-based corporate office and
will also provide local voice services to over 60 stores located
in Qwest's 14-state local service region.

"This new agreement with Qwest will substantially reduce our long-
distance costs while providing us with a high level of service,"
said Gerry Adams, director of networks and systems of The Wet
Seal, Inc.

Headquartered in Foothill Ranch, Calif., The Wet Seal, Inc. owns
and operates 575 Wet Seal and Arden B. stores in 47 states, the
District of Columbia and Puerto Rico.

"We are pleased that The Wet Seal chose Qwest as the
communications provider for its retail operations," said Clifford
S. Holtz, executive vice president of Qwest's business markets
group. "Our nationwide communications network makes Qwest ideal
for connecting multi-location businesses, such as The Wet Seal."

                 About The Wet Seal, Inc.

Headquartered in Foothill Ranch, California, The Wet Seal, Inc.
(NASDAQ: WTSLA) is a leading specialty retailer of fashionable and
contemporary apparel and accessory items. The company currently
operates a total of 575 stores in 47 states, the District of
Columbia and Puerto Rico, including 476 Wet Seal and 99 Arden B.
stores. The company's products can also be purchased online at
http://www.wetseal.com/or http://www.ardenb.com/For more company
information, visit http://www.wetsealinc.com/

                     About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 46,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, please visit the Qwest Web site at
http://www.qwest.com/


R L WASHINGTON: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: R. L. Washington Enterprises, Inc.
        1030 Rugglestone Way
        Duluth, Georgia 30097-7821

Bankruptcy Case No.: 04-70954

Type of Business: The Debtor operates a fine dining restaurant
                  offering a variety of steak, poultry and
                  seafood dishes.

Chapter 11 Petition Date: July 5, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Diana McDonald, Esq.
                  Law Office of Diana McDonald
                  Suite C - George Towne Creek
                  2800 Peachtree Industrial Boulevard
                  Duluth, GA 30097
                  Tel: 678-542-2255

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Payroll withholding        $11,000
                              taxes

Buckhead Beef                 Trade debt                  $8,118

Sysco Food Services Of        Trade debt                  $7,484
Atlanta

PFG Milton's                  Trade debt                  $3,952

National Linen                Trade debt                  $3,883

Suwanee Power                 Trade debt                  $3,847

B B & T Bank Card Corp.       Trade debt                  $3,203

U.S. Food Service             Trade debt                  $2,729

Waste Management of Atlanta   Trade debt                  $2,300

Georgia Natural Gas           Trade debt                  $1,216

FreshPoint                    Trade debt                  $1,039


REFCO GROUP: S&P Rates Long-Term & Senior Secured Debt at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to Refco Group Ltd., its 'BB-' rating
to the firm's $800 million senior secured bank term loan and
$75 million senior secured revolving credit facility, and its 'B'
rating to the firm's $600 million senior subordinated notes due
2012. The outlook is stable.

The proceeds from the note issuance and the senior secured bank
loan, with the addition of an equity investment from Thomas H. Lee
Partners L.P., will be used to recapitalize the firm, including
the buyout of certain shareholders.

"The ratings are based on Refco's strong and well-established
franchise as one of the leading firms in futures and options
brokerage, prime brokerage, U.S. Treasury, and foreign exchange
markets," said Standard & Poor's credit analyst Tom Foley. The
firm also has a strong and well-seasoned management team and a
good earnings track record. Offsetting these strengths is the weak
capitalization, pro forma for the recapitalization, with respect
to tangible equity.

Refco, which was founded in 1969, is the largest broker, by
volume, on The Chicago Mercantile Exchange and the Chicago Board
of Trade. In addition to futures brokerage, the firm provides
prime brokerage services to large institutional investors in the
U.S. Treasury and foreign exchange markets. Retail futures
brokerage services include products provided by Refco's Lind-
Waldock division.

Refco has its headquarters in New York City, and has offices
worldwide. After the recapitalization, Refco will continue to be
privately held and will have management and TH Lee as its
shareholders.


RELIANCE GROUP: Bank Committee Responds To Disclosure Objections
----------------------------------------------------------------
On the Bank Committee's behalf, Andrew P. DeNatale, Esq., at
White & Case, in New York City, tells the Court that the
confirmability of the chapter 11 Plan proposed for Reliance
Financial Services Corporation should be decided at the
Confirmation Hearing.  The hearing on the Disclosure Statement is
not a miniature Confirmation Hearing.  Only if a plan is
unconfirmable on its face should the Court entertain confirmation
objections at the Disclosure Statement Hearing.  Otherwise,
confirmation objections disguised as disclosure statement
objections should not be considered until confirmation.

             Classification of Claims and Interests

The PBGC argues that the Plan's classification scheme violates
the Bankruptcy Code by treating Bank Claims and General Unsecured
Claims similarly.  Mr. DeNatale emphasizes that the Bank Claims
and the General Unsecured Claims cannot be classified together,
because the Bank Claims are secured claims.  The Banks were
granted a security interest in the common stock of Reliance
Insurance Company.  The security interest was properly perfected
when JPMorgan Chase Bank, as successor stock collateral agent
under the Pledge Agreement, obtained the RIC Common Stock by
taking delivery of a stock certificate and related stock transfer
powers.  The control of the RIC Common Stock is a valuable
property right.

The Banks also have a properly perfected security interest in all
"proceeds" of the RIC Common Stock.  Pursuant to Section 2.1 of
the Pledge Agreement, the Banks were granted a security interest
in any proceeds derived from the collateral.  Distributions by
RIC to Reliance Financial Services Corporation on account of the
RIC Common Stock, including distributions of the Section 847
Refunds or benefits from the NOLs, constitute "proceeds" and are
part of the Banks' collateral.

Mr. DeNatale tells the Court that the Banks' security interest in
the RIC Common Stock has value.  The PBGC asserts that because
the collateral may not have any value and the Bank Claims are
undersecured, these Claims should be classified as general
unsecured claims.  The PBGC is correct in that a "secured
creditor's allowed claim is limited to the value of the
collateral."  However, this does not mean that the Bank Claims
should be classified with the General Unsecured Claims since the
Banks' collateral has value.  Therefore, although the Banks may
be undersecured, they are not unsecured and it would be a
violation of Section 1122(a) of the Bankruptcy Code to classify
the secured portion of their claims in the same class as the
General Unsecured Claims.

The RIC Common Stock has value because M. Diane Koken, the RIC
Liquidator, and Reliance Group Holdings allocated assets to RFSC
under the PA Settlement Agreement and the RGH/RFSC Settlement.
The value of the RIC Common Stock is based on the recovery of tax
attributes that constitute a major asset of the RFSC estate, the
RIC estate and the RGH estate.  The Liquidator and RGH would not
have allocated to RFSC a portion of the potential proceeds of the
Tax Attributes if the collateral was worthless.  Consequently,
the collateral has value and the Banks have a secured claim that
they will exchange for the shares of New RFSC Common Stock.

Mr. DeNatale states that there is a legitimate reason for
separate classification.  The realization of the Tax Attributes,
which constitute the majority of RFSC's assets, are subject to
complex rules and regulations.  The recovery of the Section 847
Refunds is dependent on the NOLs.  The NOLs will be rendered
inert unless the Reorganized RFSC stock is granted to the Holders
of the Bank Claims since, pursuant to the relevant regulations,
over 50% of Reorganized RFSC's stock must go to qualified
creditors under the Internal Revenue Code.  The Holders of the
Bank Claims are the only qualified RFSC creditors under the IRC.
Thus, the Reorganized RFSC stock cannot be granted to creditors
other than the Holders of the Bank Claims without risk to the
viability of the Tax Attributes.

                     The Release Provisions

The proposed releases under the Plan are proper.  The U.S.
Trustee argues that the releases provided in the Plan are
overbroad and the Plan is not confirmable.  Mr. DeNatale contends
that the objection relates to the confirmability of the Plan
rather than the adequacy of the Disclosure Statement and does not
render the Plan unconfirmable.  As a result, this issue should be
addressed at the Confirmation Hearing, when objecting parties
will have a full opportunity to be heard.

Mr. DeNatale observes that the objections mischaracterize the
release provisions as overly broad, when in fact, they are
narrowly tailored.  Mr. DeNatale points out that there are no
non-consensual releases under the Plan.  Releases will only be
given to parties who are unimpaired or who vote to accept the
Plan.  The Holders of claims or equity interests who reject the
Plan or are deemed to have rejected the Plan, will not be granted
a release.  In addition, the Plan does not provide an absolute
release from all liability.  The release provisions have no
affect on liability in the criminal or civil context for
violations of the tax codes, environmental laws or criminal laws.

The parties receiving releases have been intimately involved in
the Chapter 11 Cases, namely the Committees, the Banks, RFSC and
RGH and their officers, directors, employees and professionals.
These parties have preserved the ability of RFSC and RGH to
reorganize rather than liquidate.  These individuals have
negotiated multiple settlements among RFSC, RGH and the
Liquidator to facilitate RFSC's reorganization.  Mr. DeNatale
asserts that those efforts constitute consideration for the
releases.  Moreover, the releases constitute an essential part of
the proposed restructuring.  If the release provisions are
removed, the Bank Committee and the Banks will be unwilling to
sponsor the Plan.

                      The Books and Records

The Liquidator complains that the current Plan provisions for the
retention and disposition of books and records violate applicable
non-bankruptcy law.  Mr. DeNatale states that the objection
relates to the confirmability of the Plan rather than the
adequacy of the Disclosure Statement and does not render the Plan
patently unconfirmable.

To address the Liquidator's concerns, the Bank Committee revises
the Plan to provide that:

      "After the Effective Date and as soon as the disposition of
      the books and records of the Debtor and Reorganized Debtor
      shall be legally feasible, the CEO shall seek to dispose of
      such books and records as the CEO deems appropriate, upon
      notice to the Liquidator and any other persons the CEO
      deems appropriate. To the extent that the Liquidator at any
      time requires such books and records for its own purposes
      or determines that any or all of them should not be
      disposed, the Liquidator shall be allowed the reasonable
      opportunity to take possession of any or all of such books
      and records."

The Bank Committee also revises the Plan to provide for the
resolution of any disputes regarding the retention or disposition
of books and records:

      ". . . with respect to any disputes relating to or arising
      under . . . the Plan, the Bankruptcy Court shall not have
      exclusive jurisdiction . . ."

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)


ROYAL HAWAIIAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Royal Hawaiian Entertainment, Inc.
        2201 Kalakaua Avenue, Suite A402
        Honolulu, Hawaii 96815

Bankruptcy Case No.: 04-01747

Chapter 11 Petition Date: July 12, 2004

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsels: Christopher J. Muzzi, Esq.
                   Ted N. Pettit, Esq.
                   Case Bigelow & Lombardi
                   Pacific Guardian Center, Mauka Tower
                   737 Bishop Street, Suite 2600
                   Honolulu, HI 96813
                   Tel: 808-547-5400
                   Fax: 808-523-1888

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Lynne T. Nakama, CPA                       $650,000
Trustee of RHEI Shareholders
Liquidating Account
1299 S. Beretania St. #200
Honolulu, HI 96814

Allen L. Zecha                             $100,000

Michael Yee, Esq.                           $50,000

Sanjo Corporation                            $1,594

Viacom                                       $1,333

Oahu Air Conditioning Service, Inc.            $732

Security Equipment Corp.                       $490

Retail Display & Design                        $322

Office Product Warehouse                       $319

Mapco                                          $278

American Linen                                 $222

Home Depot / GECF                              $195

Pacific Lightnet Communications                $148

EZ Access Storage Systems, Inc.                $134

Verizon Hawaii, Inc.                           $125

Young Laundry & Drycleaning                    $101

Pacific Business Machines, Inc.                 $67

Nextel Partners                                 $56

Au's Extinguisher Service LLC                   $42

Usuable Life                                    $25


SHAW GROUP: Subsidiary Awarded EPC Contract by Marathon Ashland
---------------------------------------------------------------
Shaw Constructors, Inc., a subsidiary of Shaw Group Inc. (NYSE:
SGR), was awarded an engineering, procurement and construction
(EPC) services contract by Marathon Ashland Petroleum LLC (MAP)
for MAP's Louisiana Refining Division. Under the contract, Shaw
will provide EPC services for a distillate hydrotreater unit at
MAP's Garyville, Louisiana refinery. The distillate hydrotreater
unit, which is the second phase of MAP's clean fuels project at
the Garyville refinery, will produce 46,000 barrels per day of
ultra low sulfur diesel in compliance with the Clean Air Act
regulations recently mandated by the U.S. Environmental Protection
Agency (EPA).

Shaw was previously awarded the first phase of MAP's clean fuels
project for the same facility in September 2003, which included
EPC services for a gasoline desulfurization unit and a coker
naphtha splitter unit. Phase I construction is underway.

Michael P. Childers, President of Shaw's Engineering, Construction
and Maintenance division, stated, "We are pleased to have expanded
our involvement in this important project for Marathon Ashland.
This project is a significant step in helping our clients around
the world meet new clean fuels regulations. Our international and
domestic clean fuels experience as well as our extensive refinery
expertise position Shaw well to secure additional projects of this
magnitude and to further expand our portfolio of clean fuels
solutions around the globe."

Based in Findlay, Ohio, MAP is the nation's fifth largest oil
refiner with 935,000 barrels-per-day capacity in its seven-
refinery system. MAP is a limited liability company owned 62
percent by Marathon Oil Corporation (NYSE:MRO) and 38 percent by
Ashland Inc. (NYSE:ASH).

The Shaw Group Inc. is a leading global provider of technology,
engineering, procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation and facilities management
services for government and private sector clients in the power,
process, environmental, infrastructure and emergency response
markets. A Fortune 500 company, Shaw Group is headquartered in
Baton Rouge, Louisiana and employs approximately 17,000 people at
its offices and operations in North America, South America,
Europe, the Middle East and the Asia-Pacific region.

                         *    *    *

As reported in the Feb. 10, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating and its other ratings on The Shaw Group
Inc. At the same time, Standard & Poor's revised the outlook on
the company to negative from stable.

"The outlook revision reflects the fact that profitability and
cash flow generation for fiscal 2004 ending August will be weaker
than previously anticipated, because of continuing challenges on a
few problem projects, reduced expectations of asset divestitures,
and weakness in the higher margin pipe manufacturing operation,"
said Standard & Poor's credit analyst Heather Henyon.

As a result, it is unlikely that Shaw will be able to meet
Standard & Poor's expectations of total debt to EBITDA of 2.5-3x
and EBITDA to interest coverage in the 3x area in 2004. However, a
growing backlog of more steady environmental and infrastructure
projects may enable the company to achieve an acceptable credit
profile in the intermediate term.


SIGHT RESOURCE: Look for Bankruptcy Schedules by August 23
----------------------------------------------------------
Sight Resource Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for 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 Debtors tell the Court that despite the relatively modest size
of their overall business, they have multiple locations in seven
states, and a correspondingly large number of landlords, vendors,
employees and customers at and in connection with those locations.

The Debtors cite four reasons why they won't be in a position to
complete the Schedules and Statements by the deadline imposed by
Rule 1007 of the Federal Rules of Bankruptcy Procedure:

   (a) the multiple number of debtors;

   (b) the number and diversity of their respective creditors;

   (c) the limited staffing available to perform the required
       internal review of their accounts and affairs; and

   (d) the press of business incident to the commencement of
       these Chapter 11 cases, the Debtors were unable to
       assemble, prior to the Petition Date, all of the
       information necessary to complete and file the Schedules
       and Statements.

Completing the Schedules and Statements for each of the Debtors
will require the collection, review and assembly of information
from multiple locations. Nevertheless, the Debtors intend to
complete the Schedules and Statements as quickly as possible under
the circumstances.

The Debtors believe that they can submit the Schedules and
Statements on or before August 23, 2004.

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.


SIRIUS SATELLITE: Registers 2-1/2% Conv. Notes & Shares for Resale
------------------------------------------------------------------
Sirius Satellite Radio Inc. has prepared a prospectus relating to
resales of its 2-1/2% Convertible Notes due 2009 issued in private
offerings and 68,027,220 shares of its common stock issuable upon
conversion of the notes, plus an indeterminate number of
additional shares of common stock that may be issued from time to
time upon conversion of the notes as a result of antidilution
adjustments, in circumstances described in the prospectus.

The notes and the shares of common stock may be sold from time to
time by, and for, the account of the selling security holders
named in the prospectus or in supplements to the prospectus. The
selling securityholders may sell all, or a portion of, the notes
or the shares of common stock from time to time in market
transactions, in negotiated transactions or otherwise, and at
prices and on terms which will be determined by the then
prevailing market price for the notes, or at negotiated prices
directly, or through a broker or brokers who may act as agent, or
as principal, or by a combination of such methods of sale.

The Company will not receive any of the proceeds from the sale of
the notes or the shares of common stock offered by the selling
securityholders. The selling securityholders will receive all
proceeds from the sale of the notes or the shares of common stock
being registered.

Sirius Satellite Radio will pay cash interest on the notes at the
rate of 2-1/2% per year. Cash interest is payable semiannually in
arrears on February 15 and August 15 of each year, beginning
August 15, 2004, until February 15, 2009.

Holders may convert all, or a portion, of their notes into shares
of Company common stock prior to the close of business on the
final maturity date of the notes, subject to prior redemption or
repurchase of the notes. The conversion rate is 226.7574 shares of
Company common stock per $1,000 principal amount of the notes. The
conversion rate is subject to adjustment in certain events, such
as an issuance by the Company of common stock as a dividend or
distribution on its common stock, or a subdivision or combination
of its common stock.

Sirius Satellite Radio may not redeem the notes in whole or in
part at its option prior to maturity.

If the Company experiences specified types of fundamental changes
prior to the maturity of the notes, holders may require it to
purchase the notes, in whole or in part, at a price equal to 100%
of the principal amount of the notes to be purchased, plus accrued
interest to, but excluding, the repurchase date. The notes will be
repurchased only in integral multiples of $1,000 principal amount.

The notes are the Company's senior unsecured obligations and will
rank equally with all of its other existing and future senior
unsecured indebtedness and prior to all subordinated indebtedness.
However, the notes are effectively subordinated to all of the
Company's existing and future secured debt, to the extent of the
security on such other indebtedness.

The notes are not listed on any national securities exchange or on
Nasdaq. The Company's common stock is quoted on the Nasdaq
National Market under the symbol "SIRI".  On May 19, 2004, the
sale price of the common stock was $3.18 per share.

                        About SIRIUS

SIRIUS -- http://www.SIRIUS.com/-- is the only satellite radio
service bringing listeners more than 100 streams of the best music
and entertainment coast-to-coast.  SIRIUS offers 61 music streams
with no commercials, along with over 40 world-class sports, news
and entertainment streams for a monthly subscription fee of only
$12.95, with greater savings for upfront payments of multiple
months or a year or more.  SIRIUS is also the official satellite
radio partner of the NFL.  Stream Jockeys create and deliver
uncompromised music in virtually every genre to our listeners 24
hours a day.  Satellite radio products bringing SIRIUS to
listeners in the car, truck, home, RV and boat are manufactured by
Kenwood, Panasonic, Clarion and Audiovox, and are available at
major retailers including RadioShack, Circuit City, Best Buy, Car
Toys, Good Guys, Tweeter, Ultimate Electronics, Sears and
Crutchfield.  SIRIUS is the leading OEM satellite radio provider,
with exclusive partnerships with DaimlerChrysler, Ford and BMW.
Automotive brands currently offering SIRIUS radios in select new
car models include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan,
Infiniti, Mazda, Audi, Ford and Lincoln-Mercury.  Automotive
brands that have announced plans to offer SIRIUS in select models
include Mercedes-Benz, Jaguar, Volvo, Volkswagen, Land Rover and
Aston Martin.  Genmar Holdings, the world's largest manufacturer
of recreational boats, Formula Boats and Winnebago, the leading
supplier of recreational vehicles and motor homes, also offer
SIRIUS.  Hertz currently offers SIRIUS in 29 vehicle models at 53
major locations around the country.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'CCC-' rating to Sirius Satellite Radio Inc.'s new
$250 million convertible notes due 2009.

At the same time, Standard & Poor's affirmed its existing ratings,
including its 'CCC' corporate credit rating, on the satellite
radio broadcaster. The outlook is stable. The New York, New York-
based firm has approximately about $450 million in debt.

"The company is expected to use the proceeds for general corporate
purposes, including expanding distribution and product
development," according to Standard & Poor's credit analyst Steve
Wilkinson. He noted, "The added liquidity is important to ratings
stability given the considerable cash being consumed as Sirius
works to accelerate subscriber growth."


SOLUTIA INC: Asks for November 15 Deadline to Decide on Leases
--------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates ask the Bankruptcy Court
for more time to decide whether to assume, assume and assign, or
reject their unexpired real property leases.  The Debtors ask for
an extension of the deadline to and including November 15, 2004,
without prejudice to their ability to request a further extension.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, relates that the Debtors are currently lessees under
more than 40 Unexpired Leases.  The Debtors use the leases
premises in connection with their business operations throughout
the United States.  Many of the Debtors' business offices, from
which the Debtors conduct all aspects of their business
operations, are in space that is subject to Unexpired Leases.
Thus, the Unexpired Leases are valuable assets of the Debtors'
estates and are integral to the continued operation of their
businesses.

With the Official Committee of Unsecured Creditors' input, the
Debtors developed an overall business plan that contemplates
significant cost reductions as a means of improving the
performance and viability of each of the Debtors' businesses.
As part of implementing the business plan, the Debtors are
evaluating the Unexpired Leases to determine which leases are
beneficial to business operations and which leases should be
rejected to reduce costs.  Though continuing to review and
analyze the Unexpired Leases, the Debtors believe that they will
not be able to decide whether to assume or reject all of the
Unexpired Leases before the August 16, 2004 Lease Decision
Deadline.

According to Ms. Labovitz, the Debtors do not want to make
premature assumption or rejection decisions that may result in
their incurring a substantial administrative claim or the loss of
a valuable lease.  The Debtors want to continue to address the
process in a rational and practical manner that will benefit
their estates, their creditors and all other parties-in-interest.
Due to the significant amount of information the Debtors must
consider in evaluating each Unexpired Lease in connection with
the business plan, the number of Unexpired Leases, and the
complexity of the Debtors' businesses, the Debtors require
additional time to ensure that their decisions regarding the
Unexpired Leases will be supported by sound business judgment.

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: Wants Court Nod To Assume & Assign Newport News Lease
--------------------------------------------------------------
Andrew V. Tenzer, Esq., at Shearman & Sterling, LLP, in New York,
relates that on June 16, 2004, the Court approved the Amended and
Restated Stock and Asset Purchase Agreement, dated June 7, 2004,
pursuant to which:

     (i) substantially all assets and liabilities of Newport
         News, Inc., would be sold, assigned and transferred to
         Newport News Holdings Corporation -- a newly formed,
         wholly owned non-Debtor subsidiary of one of the Spiegel
         Group Debtors -- in exchange for all of the issued and
         outstanding stock of Newport News Holdings;

    (ii) that Debtor would transfer the stock of Newport News
         Holdings to Spiegel, Inc.; and

   (iii) Spiegel would sell the stock of Newport News Holdings
         to Newport News International Limited -- formerly known
         as Pangea Acquisition 8 Limited.

The transactions under the Newport Purchase Agreement have been
consummated and, as a result, Newport News International owns
100% of Newport News Holdings' common stock to which 100% of
Newport News' assets and liabilities have been contributed.

Hence, the Debtors seek the Court's authority to assume and assign
all right, title and interest to a certain lease agreement between
SLG 711 Third, LLC, and Newport News, dated March 14, 1995, to
Newport News Holdings.

As a result of the Newport Asset Sale, the Debtors no longer
require the premises that are the subject of the Lease.
Accordingly, the parties agreed that the Lease should be included
among the Purchased Assets and that Newport News will assume the
Lease and assign it to Newport News Holdings.  It was also agreed
that Newport News Holdings will pay, perform and discharge when
due, all of the liabilities of Newport News arising under, or
relating to performance under the Lease.

Newport News has also agreed that it will pay all cure costs
associated with the assumption and assignment of the Lease and
will use reasonable efforts to obtain a Court order necessary to
assume and assign the Lease to Newport News Holdings.  Newport
News Holdings and Newport News International have further agreed
that from and after the assignment of the Lease, Newport News
Holdings and Newport News International will be responsible for
any and all liabilities under the Lease.  From and after the
Newport Sale Closing until the date an order authorizing the
assumption and assignment of the Lease is entered, the terms of a
Transition Services Agreement executed in connection with the
Purchase Agreement will govern with respect to the Lease.

To the extent that any monetary defaults exist under the Lease,
Newport News or the Debtors will cure any of these defaults prior
to the assumption and assignment of the Lease.  Newport News and
the Debtors submit that Newport News Holdings, as owner of all of
the interests in and guarantor of all of the obligations under
the Lease, has sufficient financial resources and experience to
assure the Lessor of adequate future performance.

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)


TEXAS PETROCHEMICALS: Names Charles W. Shaver President and CEO
---------------------------------------------------------------
Newly reorganized company Texas Petrochemicals LP (TPC) elects
Charles W. Shaver, 45, as President, Chief Executive Officer and a
member of the board of directors.  He succeeds Carl S. Stutts who
has served as President and CEO of TPC since April 2003.

Mr. Shaver, with more than 24 years of experience in the chemical
industry, joins TPC from Gentek, Inc. where he served as vice
president with specific responsibility for the chemical businesses
of Gentek. Prior to that, he served in a succession of global
operational and business management positions in Dow Chemical and
Arch Chemical.

Mr. Shaver is a chemical engineering graduate from Texas A&M
University and currently serves on the Advisory Council to the
Look College of Engineering at Texas A&M. He and his family will
relocate to Houston from Ridgefield, CT.

"I am excited about the opportunity to join TPC, the market leader
in butadiene processing in North America, and look forward to the
challenges as we build upon that position over the next several
years," said Mr. Shaver.

The company also announces that Mr. Frederick M. Pevow, Jr.,
interim senior vice president and CFO, is succeeding Joseph Grady,
who served as CFO since May 2003. Mr. Pevow joins TPC from Teal
Capital Partners, a boutique merchant and investment banking firm.
Prior to that, he served as a senior investment banker at CIBC
World Markets and Salomon Smith Barney and predecessors.

After filing for bankruptcy in July 2003, the company successfully
emerged from Chapter 11 in May 2004. TPC, a Houston-based company,
maintains market leadership positions in the C4 hydrocarbon-based
commodity and specialty chemicals market at
http://www.txpetrochem.com/

The company is a producer of quality C4 chemical products widely
used as chemical building blocks for synthetic rubber, nylon
carpets, adhesives, catalysts and additives used in high-
performance polymers. The company has manufacturing facilities in
the industrial corridor adjacent to the Houston Ship Channel and
operates product terminals in Baytown, Texas and Lake Charles,
Louisiana. For more information about the company's products and
services, visit the Company online Texas Petrochemicals LP
Announces Changes in Executive Management Team


TNP ENTERPRISES: Fitch Downgrades Ratings to Low-B & Junk Levels
----------------------------------------------------------------
Fitch has downgraded the ratings of TNP Enterprises, Inc. and
Texas New Mexico Power Company following Fitch's review of a draft
order by the Public Utility Commission of Texas regarding TNMP's
stranded cost recovery filing. The ratings are removed from Rating
Watch Negative. The Rating Outlook is Negative.

TNMP had requested recovery of $266 million in stranded costs in
accordance with Texas' restructuring law, Senate Bill 7. This
amount consists primarily of the difference between the book value
of TNP One and proceeds from the sale of that asset in 2002 and
offsetting amounts relating to the reconciliation of prior fuel
expenses and to retail customers retained by TNMP's retail
affiliate. The PUCT draft order acknowledges stranded costs of a
range of $87 million to $98 million. While the company and other
intervenors in the case can appeal the decision, in the interim
the company is exposed to continuing uncertainty. Fitch expects
the disallowance to have a substantial negative effect on
financial results and particularly on debt reduction by TNMP and
TNP.

The TNP downgrades also reflect weaker than expected financial
results at FCP during the first half of 2004 as a result of
competitive pressure in the Texas marketplace in addition to the
unfavorable implications of the recently announced stranded cost
disallowance at TNMP. A final PUCT ruling similar to the draft
order would cause TNMP to record a non-cash write-down of roughly
$100 million. Such a write-down could result in materially lower
dividends from TNMP to its parent and cause the parent to rely on
dividends from the more volatile FCP. The disallowance is not
expected to trigger a covenant violation under the parent's bank
facility, but TNP would have less margin to offset any future
business set-backs.

The ratings of TNP's unsecured debt obligations and preferred
stock also consider Fitch's expectation of less favorable
recoveries in the event of a default. TNP is a highly leveraged
holding company with limited financial flexibility. Parent debt is
structurally subordinated to both TNMP debt and FCP's creditors
and relies on cash flow from dividends from TNMP and FCP and a tax
sharing arrangement. TNP's senior credit facility which matures in
2006 is secured by a pledge of TNMP and FCP common stock.

The downgrade of TNMP's senior unsecured debt rating reflects the
expectation of slower deleveraging and weakened financial measures
as a result of the disallowance, as well as the possibility of a
distribution rate decrease. TNMP's ratings have historically
considered the utility's relatively stable financial performance
and low risk business profile while also considering the
relationship between the utility and its affiliate, FCP. Since FCP
obtained a new power supply arrangement with Constellation Power
Source, Inc., TNMP no longer provides guarantees of affiliate
obligations.

The Negative Outlook for both companies reflects continuing
exposure to the challenges of the deregulated Texas retail supply
market and heightened refinancing risk. TNP has announced engaging
a financial advisor on strategic alternatives, and the ratings
could be affected favorably or unfavorably depending on the terms
and structure of a strategic transaction.

TNMP is an electric utility with about 238,000 customers in Texas
and New Mexico. FCP provides retail supply service to customers
both in TNMP's Texas service territory and in other parts of Texas
and does not own any generation.

The following ratings were downgraded and removed from Rating
Watch Negative

   TNP Enterprises, Inc.:

          --Senior secured bank facility to 'B+' from 'BB';
          --Senior subordinated notes to 'B' from 'BB-';
          --Preferred stock, to 'CCC' from 'B+';
          --Rating Outlook Negative.

   Texas New Mexico Power Company

          --Senior unsecured notes to 'BB' from 'BB+';
          --Rating Outlook Negative.


TWODAYS PROPERTIES: Lease-Related Decisions not Due Until Aug. 6
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of Kansas,
Two Days Properties, LLC and its debtor-affiliates obtained an
extension of their lease decision period.  The Court gives the
Debtors until August 6, 2004 to determine whether to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

TwoDays Properties LLC is a Wichita, Kansas based management and
real estate company, which owns the real estate under 12
restaurants, and in turn leases all 12 to the operating companies.
The Company filed for chapter 11 protection on April 8, 2004
(Bankr. D. Kans. Case No. 04-11792).   Edward J. Nazar, Esq., at
Redmond & Nazar LLP and Douglas S. Draper, Esq., at Heller,
Draper, Hayden, Patrick & Horn, LLC represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both estimated debts and assets of
over $10 million.


UAL CORP: Wants Nod To Restructure 10 Aircraft Financing Pacts
--------------------------------------------------------------
The UAL Corporation Debtors seek the Court's permission to reject
10 aircraft financing arrangements, settle and compromise claims
arising from the rejected financing arrangements, and amend or
restructure the financing arrangements to consummate certain
postpetition lease financing transactions.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, reminds the
Court that the Debtors have negotiated with many aircraft
financing parties who have economic interests in the fleet.  The
Debtors have rejected aircraft leases and abandoned several
aircraft to unburden the bankruptcy estate of costly and surplus
assets.  This process is integral to the Debtors' overall
restructuring and to rationalize the Debtors' cost structure and
reduce their debt burden.

After several months of negotiations, the Debtors and Societe
Nationale d'Etude et de Construction de Moteurs d'Aviation
reached an agreement to amend and restructure the financing
arrangements for 10 aircraft.

Tail No. N178UA is currently financed as a U.S.-leveraged lease.
The Debtors and the N178UA Aircraft Financiers will convert and
restructure the current financing arrangement into a single
investor-operating lease.

The Financing Arrangements for aircraft with Tail Nos. N943UA,
N944UA, N945UA, N946UA, N948UA, N951UA, N955UA, N956UA and N957UA
are structured as U.S.-leveraged leases, French-leveraged leases
or Secured Financings, in which Snecma owns the debt.  For the
Snecma Financings, the parties have executed a Term Sheet
amending a stipulation that was previously approved by the Court.
The amendments provide for interim adequate protection payments
for General Electric Company/Snecma-Guaranteed Aircraft.

The Debtors and the entities financing the aircraft have
negotiated to preserve the Aircraft Financier's rights to assert
administrative expense claims and a general unsecured non-
priority prepetition claim for damages due to the termination and
rejection of the existing financing arrangements.

Mr. Sprayregen assures the Court that the restructurings will
provide substantial benefits to the Debtors and their bankruptcy
estates, namely:

   (a) significant reductions in the Debtors' rental payment and
       other obligations, like stipulated loss values and
       insurance obligations;

   (b) for the U.S.-leveraged lease, reservation of the Debtors'
       right to terminate or reject the Financing Arrangement
       before the consummation of a plan of reorganization;

   (c) limitations on administrative and general unsecured claims
       arising from the Debtors' rejections; and

   (d) for the Snecma transaction, a reduction in the length of
       the terms to meet the Debtors' current fleet plan.

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)


UNIFLEX: U.S. Trustee Names 5-Member Creditors' Committee
---------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in Uniflex,
Inc.'s Chapter 11 case:

      1. Favorite Plastics
         Attn: Mitchell Kirschner
         1465 Utica Avenue
         Brooklyn, New York 11234
         Phone: 718-253-7000, Fax: 718-377-1918;

      2. Erick K. Vetter
         6822 E. Brownstone Place
         Tucson, Arizona 85050
         Phone: 520-751-2709;

      3. Carl R. Welkom
         3191 Snow Road
         Burlington, Kentucky 41005
         Phone: 859-689-0997, Fax: 859-689-0997;

      4. Honeywell International, Inc. Master Pension Trust
         Attn: Joseph R. Thorton
         Attorney in fact
         c/o W.R. Huff Asset Management Co., L.L.C.
         67 Park Place
         Morris, New Jersey 07960
         Phone: 973-984-1233, Fax: 973-984-5818; and

      5. Tyco Plastics L.P.
         Attn: Scott Chase
         1401 Wet 94th Street
         Minneapolis, Minnesota 55431,
         Phone: 952-885-9378, Fax: 952-885-9237

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

Headquartered in 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.


VESTA INSURANCE: Fitch Removes All Ratings from Negative Watch
--------------------------------------------------------------
Fitch Ratings removed all ratings of the Vesta Insurance Group and
its subsidiaries from Rating Watch Negative. Fitch affirmed VTA's
'B-' long-term issuer and debt ratings with a Stable Outlook.
Fitch also affirmed the 'CCC' capital securities rating of Vesta
Capital Trust I. The ratings cover approximately $56 million of
public senior debt and $20 million of deferrable capital
securities. Fitch also affirmed the 'BB' insurer financial
strength ratings of Florida Select Insurance Co., Hawaiian Ins. &
Guaranty Co., Shelby Casualty Insurance Co., The Shelby Insurance
Co., Vesta Fire Insurance Corporation, Vesta Insurance
Corporation, and Texas Select Lloyds Insurance Company with a
Stable Outlook.

The ratings were placed on Rating Watch on March 5, 2004 following
VTA's announcement of an adverse ruling in a reinsurance
arbitration dispute. VTA also indicated that it was reviewing the
implication of the ruling on other reinsurance recoverables, as
well as the recoverability of its deferred tax asset. Vesta
subsequently announced that it has written off the reinsurance
recoverables related to the arbitration ruling and had established
a valuation allowance for its deferred tax asset, resulting in a
combined fourth quarter 2003 GAAP charge of $118.8 million.

Today's rating action follows Vesta's successful completion of an
initial public offering of its Affirmative Insurance Holdings
(AFFM) subsidiary. Vesta sold 3.75 million shares of AFFM for net
proceeds of approximately $48.8 million. The underwriters have a
30-day option to purchase an additional 563,000 shares from VTA,
which would generate additional proceeds of $7.3 million. Assuming
full exercise of the underwriters' option, VTA will own 43% of
AFFM.

The affirmations of VTA's ratings reflect its successful
completion of the offering, which enabled it to replenish capital
lost as a result of the arbitration and deferred tax write-downs.
Additionally, the transaction transfers approximately $180 million
of annual premium to AFFM, which should enable VTA to reduce its
gross leverage. The affirmations also assume VTA will successfully
complete the sale of its American Founders life insurance
subsidiary for $63.5 million. A definitive agreement has been
reached in that transaction, which currently awaits state
regulatory approval of the sale.

The ratings also recognize that, subsequent to the sale of AFFM,
VTA is a smaller and less diversified insurance organization.
Additionally, the business retained by VTA contains considerable
natural catastrophe risk. Fitch also notes that the proceeds from
the sale of American Founders are in the form of cash and a $38.5
million note. Therefore, the sale exposes VTA to some credit risk.

Vesta Insurance Group, Inc., headquartered in Birmingham, AL, is a
holding company for a group of insurance companies.

         Fitch ratings affected:

                    --Florida Select Insurance Co.
                    --Hawaiian Ins. & Guaranty Co.
                    --Shelby Casualty Insurance Co.
                    --The Shelby Insurance Co.
                    --Vesta Fire Insurance Corporation
                    --Vesta Insurance Corporation
                    --Texas Select Lloyds Insurance Co.
                    --Insurer Financial
                      Strength/Affirm/'BB'/Stable

         Vesta Insurance Group, Inc.:

          --Long-term issuer affirmed at 'B-'; Stable Outlook;
          --Senior debentures due 2025; affirmed at 'B-';
            Stable Outlook.

         Vesta Capital Trust I:

          --Deferrable capital securities due 2027; affirmed
            at 'CCC'.


WEIRTON: United States EPA Wants Disclosure Statement Modified
--------------------------------------------------------------
The United States, through the United States Environmental
Protection Agency, is charged with the police and regulatory
responsibility to protect public health and the environment under
several environmental statutes.  Thomas L. Sansonetti, Assistant
Attorney General of the U.S. Department of Justice, asserts that
Weirton Steel Corporation's Disclosure Statement has several gaps,
omissions, or ambiguities relating to environmental matters.

Accordingly, the United States, on the EPA's behalf, suggested
specific modifications that would address its concerns.

                        Sub-Section VI.E.1

To avoid confusion or misleading any interested parties, the
United States proposes that Sub-Section VI.E.1 of the Disclosure
Statement be modified as:

   "With the exception of the matters listed below, the Debtor
   maintains submits [sic.] that its operations as of the Closing
   Date were generally in material compliance with all applicable
   environmental regulations and permitting requirements.  The
   Debtor's position, however, is not based upon any finding or
   any determination by any court or any federal or state
   governmental agency."

                        Sub-Section VI.E.1(a)

The United States' counsel has been unable to locate any Fourth
Circuit case law supporting Weirton's position in Sub-Section
VI.E.1(a) of the Disclosure Statement, which states:

   "The Debtor maintains that under prevailing law in the Fourth
   Circuit, an off-site environmental obligation is a
   dischargeable claim in bankruptcy when remediation would
   require the debtor to spend money."

Thus, the United States suggests that Weirton delete the
statement or provide the authority on which it is relying.  Also,
the United States proposes that Weirton add this language:

   "Certain governmental authorities have disputed the Debtor's
   position and contend that the Plan can not be confirmed under
   11 U.S.C. [Section] 1129(a)(3) (plan must be "proposed in good
   faith and not by any means forbidden by law") unless the Plan
   provides for compliance with the Debtor's regulatory
   obligations to comply with the law under RCRA and the Clean
   Water Act and related permits, including implementation of any
   equitable remedies that are not within the definition of
   "claim" under Section 101(5) of the Bankruptcy Code, 11 U.S.C.
   [Section] 101(5).  The Bankruptcy Court has ruled that the
   Debtor's post-petition compliance liabilities may be an
   administrative expense of the bankruptcy estate."

                Off-site Environmental Obligations

The United States also objects to Weirton's statement that the
Plan treats all off-site environmental and compliance obligations
as general unsecured claims.  Mr. Sansonetti points out that
Weirton does not cite to any provisions in the Plan providing for
the treatment, which would be contrary to the Bankruptcy Code.

                Discharge of Debts and Claims

Section V1.K of the Disclosure Statement provides that the
liquidating Debtor will receive a "discharge [of] all existing
debts and Claims."  Mr. Sansonetti points out that Section
1141(d)(3) of the Bankruptcy Code bars a discharge for a
liquidating corporation.  The Disclosure Statement should
therefore delete the sentences and any other references to
discharge.

Alternatively, if there is some legal basis that Weirton alleges
the provision, the Disclosure Statement should explain Weirton's
position in light of Section 1141(d)(3) and note that their
position may be disputed by various interested parties.

        Subsection E.1(b) On-site Environmental Matters

Subsection E.1(b) provides that Weirton will not perform any on-
site environmental obligations with respect to a given parcel of
property after it sell that real property.  Any environmental
obligations will be General Unsecured Claims subject to treatment
afforded to Class 4 Claims under the Plan.

Mr. Sansonetti reports that the Disclosure Statement does not
identify any pending on-site environmental obligations filed
against Weirton.  Without identifying an actual obligation or
liability, it is misleading to suggest that there are general
unsecured claims and impossible to determine whether the Plan
actually provides for the treatment and whether the treatment is
legal under the Bankruptcy Code.

                    Final Administrative Order

Weirton also states that the purchasers of certain property and
assets will assume responsibility for any environmental
obligations.  Weirton's position fails to take into account
specific requirements of an environmental administrative order
applicable to them.

Mr. Sansonetti tells that Court that in 1996, Weirton became
subject to a Final Administrative Order, requiring Weirton take
actions related to threats to human health or the environment
from releases of hazardous wastes and hazardous constituents at
or from its facility in Weirton, West Virginia.  The Order has
ongoing environmental injunctive obligations, and Weirton has
been implementing the requirements of the Order since 1996.

Weirton advised the United States, by a May 25, 2004 letter, that
pursuant to the Asset Purchase Agreement between Weirton and the
International Steel Group, ISG will assume responsibility for the
Order.  The government believes that Weirton remains liable under
the Order.

In addition, Weirton entered into a Consent Decree in 1996 with
the United States and the West Virginia Department of
Environmental Protection.  The United States District Court for
the Northern District of West Virginia approved and entered the
Consent Decree on December 24, 1996.  Weirton has also provided
the Environmental Protection Agency with a brief letter, which
states that as result of the Asset Purchase Agreement between
Weirton and ISG, ISG will assume responsibility for the Consent
Decree.

The United States suggests that the representatives of the
Agency, Weirton, ISG and the West Virginia DEP meet to discuss
relevant issues related to the FAO and the Consent.  Weirton's
counsel has indicated its willingness to have that meeting.

Given that the parties expect to meet in the near future, the
United States reserves the right to submit appropriate objections
regarding the proposed Plan of Liquidation.  (Weirton Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WORLDCOM INC: Class 3A Bank Claimants Ask To Enforce Stipulation
----------------------------------------------------------------
Before the bankruptcy petition date, 25 banks that were parties to
the Worldcom Inc. Debtors' 364-Day Facility filed a Constructive
Trust Action against the Debtors in the New York state court.
According to Abbey W. Ehrlich, Esq., at O'Melveny & Myers, LLP, in
New York, the Banks subsequently filed an action in Maryland
against Susan Mayer, who was then the Debtors' Senior Vice
President and Treasurer.  At the Debtors' request, the Court
entered a preliminary injunction under Section 104 of the
Bankruptcy Code staying the Maryland Action through June 15, 2003.

The Banks filed proofs of claim against Debtor WorldCom, Inc.
Wells Fargo Bank, N.A., also filed proofs of claim against
substantially all of the other Debtors.  The Debtors objected to
Wells Fargo's multiple claims.  Wells Fargo filed a response on
May 15, 2003.

Ms. Ehrlich relates that after the Court approved the Debtors'
Disclosure Statement on May 23, 2003, the Banks and the Debtors
agreed on a compromise of the Bank Actions.  The compromise was
described in a supplement to the Debtors' Disclosure Statement,
which was approved by the Court for distribution to creditors.
The Supplement also contained the Debtors' Amended Plan, which
included provisions for the distribution of New Notes to the
holders of Bank Settlement Claims under Class 3A.

Ms. Mayer resigned on June 10, 2003, thereby obviating the need
for the preliminary injunction entered in the Injunction
Proceeding.  However, to preserve the status quo, the Debtors and
the Banks consented to various extensions of the preliminary
injunction pending consummation of the Class 3A settlement.

After it became apparent that the Debtors would not make
distributions to the holders of Class 3A claims, the Banks in the
Maryland Action agreed to extend the preliminary injunction
entered in the Injunction Proceeding through June 8, 2004.

Under the Bank Settlement, the holders of Bank Settlement Claims
are to receive $75 million in New Notes.  The Bank Settlement
required that the Banks deliver to the Debtors dismissals of the
Maryland Action.

The Banks anticipated that Wells Fargo's Plan objections and the
Debtors' objections to Wells Fargo's multiple claims would be
resolved during the plan confirmation process.  However, instead
of resolving the Wells Fargo Issues, the Debtors and Wells Fargo
entered into a stipulation which permitted the Debtors to confirm
the Plan, while putting off to a later date a determination of
the Wells Fargo Issues.  Wells Fargo understood that the
Stipulation would permit distributions to the other holders of
Bank Settlement Claims under Class 3A of the Plan despite the
pendency of the Wells Fargo Issues and Wells Fargo's refusal to
tender a dismissal of the Maryland Action.

Based on the Stipulation, the Debtors and Wells Fargo agreed to
several continuances of the hearing on the Wells Fargo Issues and
those matters did not come on for hearing by the Court until
March 22, 2004.  As of June 16, 2004, the Court still has not
ruled on the Wells Fargo Issues.

On April 20, 2004, the Plan became effective.  Notwithstanding
the Stipulation, no distributions were made, and none have been
made to the non-Wells Fargo holders of Bank Settlement Claims
under Class 3A of the Plan.

Wells Fargo and the other bank parties to the Bank Settlement
Claims believe that the Stipulation was intended to preclude an
indefinite delay in making distributions to the other holders of
Class 3A Claims under the Plan.

Furthermore, the preliminary injunction entered in the Injunction
Proceeding has a June 22, 2004 expiry.  Unless the injunction is
extended, the Court in the Maryland Action will insist that the
Maryland Action be prosecuted or dismissed.  The Banks in the
Maryland Action cannot allow the Maryland Action be dismissed
without adequate assurance that they will receive their share of
the Class 3A distributions.  However, recommencing litigation of
the Maryland Action would arguably violate the terms of the Bank
Settlement.  Ms. Ehrlich emphasizes that the current stalemate
should be resolved as quickly as possible.

Therefore, the holders of Bank Settlement Claims under Class 3A
of the Plan ask the Court to enforce the terms of the Wells Fargo
Stipulation and direct the Debtors to make distributions to the
holders of Class 3A Claims, other than Wells Fargo.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI-- http://www.worldcom.com-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.

On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S.
Chapter 11 protection as MCI, Inc. This emergence signifies that
MCI's plan of reorganization, confirmed on October 31, 2003, by
the U. S. Bankruptcy Court for the Southern District of New York
is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WR GRACE: Asbestos Personal Injury Committee Issues Status Report
-----------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants
agrees with the W.R. Grace & Co. Debtors that a major focus of
dispute in their cases concerns the determination of the Debtors'
aggregate liability for present and future asbestos personal
injury claims.  However, Kathleen J. Campbell, Esq., at Campbell &
Levine, LLC, in Wilmington, Delaware, notes that the Committee and
the Debtors have "radically different proposals" for determining
that liability.

             Debtors' Irretrievably Flawed Proposals

The Debtors' proposed pre-confirmation procedure utilizing
summary judgment motions for "common issues" is irretrievably
flawed.  The issues that Grace seeks to resolve that way -- the
extent of a particular claimant's injury, exposure to Grace's
products, and causation -- cannot be resolved in summary judgment
proceedings involving tens of thousands of cases.  Rather, these
questions have to be resolved for each claimant individually
based on the varying tort and choice-of-law rules of the fifty
states, following particularized discovery and jury trials where
the facts are in dispute.  This process of liquidating claims
individually would be extremely costly and would take decades to
complete.  The Committee also believes that the Debtors' proof of
claim form and bar date proposal are extremely burdensome and
unnecessary, and because these are constituent components of the
Debtors' summary judgment scheme, unworkable.

According to Ms. Campbell, the Debtors' newest scheme:

       (i) improperly attempts to shift the burden of going
           forward to the claimants, in violation of the
           Bankruptcy Rules;

      (ii) deprives those claimants of discovery rights to which
           they are entitled;

     (iii) seeks to negate liability by the use of mechanisms
           like "show cause" hearings that violate collateral
           estoppel principles and the claimants' due process
           rights; and

      (iv) improperly seeks to resolve inherently factual issues
           like exposure, injury, and causation, as a matter of
           law.

Ms. Campbell adds that, in addition to all these defects, Grace's
modified proposal improperly seeks to have entire categories of
claims declared non-compensable, in defiance of governing state
law, and improperly seeks to use so-called "Daubert hearings,"
not to determine a particular expert's qualifications to testify,
but to create substantive legal standards to govern prospective
determinations of liability.

Apart from these defects, Grace's "litigation protocol" would
ultimately prove to be pointless.  Claims that survived all of
the Debtors' proposed defenses and "liability filters" would, by
definition, be successful claims that must be valued by reference
to judgments -- jury verdicts -- in the tort system.  Given the
size of the judgments that Grace has suffered in cases that have
gone to verdict, the Debtors would be hopelessly insolvent --
many times over -- if their aggregate liability for present and
future personal injury claims were determined this way.

      Estimate Claims and Confirm Plan, Committee Suggests

As an alternative to the Debtors' costly, impractical and legally
flawed proposal, the Committee recommends an immediate estimate,
under Section 502 of the Bankruptcy Code, of the Debtors'
aggregate liability for present and future asbestos personal
injury claims.  In an estimation proceeding, the number and types
of claims against Grace would be determined statistically, based
on projections from prior experience.  This makes it unnecessary
for particular claimants to identify themselves and their disease
categories by filing proof of claim forms, thus eliminating the
need for costly notification, claim preparation, and bar date
procedures.

The valuation of the personal injury claims, moreover, would be
determined on an aggregate basis in light of Grace's own prior
claims-paying experience and claims-rejection ratio.  This makes
it unnecessary to place actual values on individual claims, thus
eliminating the need for the Debtors' proposed "omnibus summary
judgment" and "show cause" procedures, which are legally
impermissible in any event, or for jury trials on each claim,
which would take forever.

The function of the estimation procedure would be to determine
the sum of money needed to fund a trust established under Section
524(g).  The time-consuming process of determining the validity
and value of individual claims would be discharged post-
bankruptcy by the Section 524(g) Trust, thus enabling the Debtors
to emerge swiftly from Chapter 11.

This common sense method for valuing pending and future claims --
tailored to the facts of each case -- has been used in numerous
asbestos-related bankruptcies since the Manville case.  Testimony
concerning estimation of asbestos liability has been cited
favorably and accepted by courts in several bankruptcy
reorganizations that have already been consummated, like Eagle-
Picher, which involved the National Gypsum Trust, Celotex, UNR,
Raytech and Western McArthur.  Testimony concerning estimation of
asbestos liability has also been received in several bankruptcies
in which plans of reorganization are now awaiting final approval,
like Babcock & Wilcox and Armstrong World Industries.  (W.R. Grace
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Cadwalader Names Barnes, Lanning & Pauquette as Special Counsel
-----------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP, one of the world's leading
international law firms, has named Cheryl D. Barnes, Ronald N.
Lanning, and Lisa J. Pauquette as Special Counsel to the firm.

"We are pleased to recognize the value and contributions made by
these outstanding associates, all members of the Capital Markets
Department, by naming them as Special Counsel to the firm," said
Robert O. Link, Jr., Cadwalader's Chairman. "They demonstrate the
expertise and strength Cadwalader has in the areas of
securitization, derivatives and structured finance. It is a great
pleasure to congratulate them and we look forward to their
continued success and progress in years to come."

Cheryl D. Barnes, resident in the Washington, D.C. office,
received her J.D. from the University of Maryland School of Law in
1995, and her B.A. from Bennett College in 1991. Ronald N.
Lanning, resident in the New York office, received his J.D. from
the University of Pennsylvania Law School in 1995, an M.B.A. from
Adelphi University in 1992, and his undergraduate degree from
Pennsylvania State University in 1982. Lisa J. Pauquette, resident
in the New York office, received her J.D. from Boston University
School of Law in 1995, and her B.A. from Middlebury College in
1989.

"Special Counsel at Cadwalader enhance the level of service the
firm provides while also supporting each of the firm's departments
by supervising cases and deals, maintaining client relationships
and training junior attorneys," stated Mr. Link. "We look forward
to the contributions they will make in their respective
departments and to the firm."

                     About Cadwalader

Cadwalader, Wickersham & Taft LLP, established in 1792, is one of
the world's leading international law firms, with offices in New
York, London, Charlotte and Washington. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in securitization,
structured finance, mergers and acquisitions, corporate finance,
real estate, environmental, insolvency, litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters. More information about Cadwalader can be
found at http://www.cadwalader.com/


* Dewey Ballantine Adds Alison L. Smith as Litigation Partner
-------------------------------------------------------------
Alison L. Smith has joined Dewey Ballantine LLP, a leading
international law firm, as a litigation partner and co-chair of
the Antitrust and Trade Regulation practice group. Ms. Smith was
previously a partner with Vinson & Elkins LLP, where she co-
chaired the firm's Antitrust practice group. She resides in Dewey
Ballantine's Houston office.

Ms. Smith has extensive experience in antitrust, securities and
other complex business litigation, including class action
litigation, and in white collar criminal defense. She defends both
corporate and individual clients. Ms. Smith has represented
clients in the energy, natural gas pipeline, chemical,
telecommunications, transportation, healthcare and manufacturing
industries.

From 1989 to 1991, Ms. Smith served in the United States
Department of Justice as Deputy Assistant Attorney General of the
Antitrust Division. In this role, she was responsible for
enforcement of the federal antitrust laws in the nation's
regulated industries, including investigations and challenges of
anticompetitive mergers and criminal antitrust violations.
Included among her responsibilities was enforcement of the
Modified Final Judgment (MFJ) that broke up the Bell System. She
successfully argued the government's appeal to the United States
Court of Appeals for the District of Columbia, resulting in the
reversal of the district court's decision that denied the Regional
Bell Operating Companies the right to enter the information
services line of business under the MFJ.

"A top-tier litigator and regulatory expert, Alison is a
tremendous asset to our practice group," said Joe Angland, partner
and co-chair of Dewey Ballantine's Antitrust and Trade Regulation
practice group. "Her experience in the complexities of antitrust
law across a wide range of industries will be key to our ongoing
expansion in this area and help us provide the best possible
counsel to our clients. In this era of stiff prosecution of
alleged international cartels, her addition will be of particular
value."

Ms. Smith serves as co-chair of the Private Antitrust Litigation
Committee of the Antitrust Section of the American Bar Association
and has been appointed as vice-chair of the Sherman Act Section
One Committee. She previously served as chair of the Antitrust and
Trade Regulation Section of the Houston Bar Association, from
1999-2000, and the Transportation Industry Committee of the
Antitrust Section of the American Bar Association, from 1992 to
1995. She is a member of the American Law Institute.

Ms. Smith is included in Chambers USA's "America's Leading Lawyers
for Business in 2004," recommended in antitrust. She has also been
named as a "Texas Super Lawyer" for 2003 and 2004.

Ms. Smith received a B.J. summa cum laude from The University of
Texas in 1974 and a J.D. cum laude from The University of Texas
School of Law in 1977. She was an adjunct professor in antitrust
law at The University of Texas School of Law in 1992 and 1993.

Attorneys in Dewey Ballantine's antitrust and trade regulation
practice group represent clients in antitrust and trade regulation
litigation, provide legal support in complex corporate
transactions and provide expert counsel on a range of business
strategies, including: supply and distribution arrangements;
research and development initiatives; intellectual property right
issues; and joint ventures. The firm's United States and European
attorneys also address client concerns with European Commission
and other foreign antitrust authorities.

                  About Dewey Ballantine

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


* Douglas Greenburg Returns to Winston & Strawn's D.C. Office
-------------------------------------------------------------
Douglas N. Greenburg, most recently counsel to the National
Commission on Terrorist Attacks Upon the United States (9/11
Commission), has rejoined Winston & Strawn as a partner in the
litigation practice. In his work with the 9/11 Commission,
Greenburg investigated the financing of al Qaeda and the 9/11
plot, as well as efforts on the part of the U.S. government to
combat financing of terrorist groups.

Greenburg focuses his practice on internal corporate
investigations, Securities and Exchange Commission investigations
and enforcement actions, white-collar criminal defense and
commercial litigation. He has participated in numerous internal
investigations for many national and international corporations,
and has investigated and defended clients in government inquiries
into a wide variety of alleged criminal activity, including money
laundering, payments in violation of the Foreign Corrupt Practices
Act, securities fraud, environmental crimes, public corruption,
tax evasion, Customs fraud, and many varieties of mail and wire
fraud. In addition, he has significant experience in complex civil
matters at both the state and federal levels, including defending
clients in RICO, securities fraud, class actions and antitrust
matters.

Before joining the 9/11 Commission staff, Greenburg was a
litigation partner at Winston & Strawn. He also previously served
as an attorney with the SEC's enforcement division, where he
investigated violations of federal securities law.

Greenburg was a law clerk to the Honorable Alan E. Norris, United
States Court of Appeals for the Sixth Circuit, and a contributing
author to the American Bar Association's White Collar Crime 2002.

Greenburg received his juris doctor from the University of Chicago
Law School, with honors. He was on the staff of the Law Review and
a member of the Order of the Coif. He holds a bachelor's of arts
degree in history and international relations from Brown
University.

Winston & Strawn LLP is an international commercial law firm that
celebrated its 150th Anniversary in 2003. It has more than 850
attorneys in eight offices including Chicago, New York City,
Washington, D.C., Los Angeles, San Francisco, London, Paris and
Geneva.


* Local Law Firm Alvarado Smith Links Up With Adorno & Yoss
-----------------------------------------------------------
California-based Alvarado, Smith & Sanchez has agreed to partner
with Miami-based Adorno & Yoss, the largest certified minority-
owned law firm in the United States. The firm, to be known locally
as Adorno Yoss Alvarado & Smith, will continue to specialize in
banking, real estate, litigation, motor vehicle, employment,
corporate/business and public agency law. The firm will also draw
on its national resources to provide local and national clients
with high quality legal advice in a wide array of practice areas,
including international business, cross-border financings,
corporate finance, transportation, environmental and bankruptcy.

Alvarado, Smith & Sanchez is one of the largest Hispanic-owned law
firms in California and currently has offices in Irvine and Los
Angeles. The resulting venture will have over 185 attorneys in
eight offices in California, Florida and Georgia.

"We have been looking for an opportunity to expand our firm to
better serve our local and Fortune 500 clients. We believe Adorno
& Yoss is the perfect fit for our firm because we share a strong
commitment to delivering high quality legal services and minority
development and empowerment," stated Ruben Smith of Alvarado,
Smith & Sanchez.

"This partnership is an important part of Adorno Yoss Alvarado &
Smith's plan to effectively compete for national and international
legal work arising from a significant sector of corporate America
that is committed to the advancement of minority-owned law firms.
This plan started with the opening of an office in Atlanta,
Georgia, last month, and in the next few weeks, we plan to open
additional offices in Baltimore/Washington, DC and New York City,"
said Hank Adorno, President of Adorno & Yoss.

The firm also plans to expand its operations in Latin America by
opening a new office in both Mexico City and Santiago, Chile.

"The focus of the firm and this partnership is to expand our
current client base of Fortune 500 companies and other public and
private sector clients throughout the United States and Latin
America. We offer an unparalleled depth of service with the
largest contingent of quality lawyers from diverse backgrounds,"
stated Raymond Alvarado, Managing Shareholder of Alvarado, Smith &
Sanchez.

Hank Adorno stated, "We are undoubtedly pleased. Our friends at
the Alvarado, Smith and Sanchez firm are just as committed as we
are to our plan to create a national legal powerhouse that happens
to be owned by minorities, in our case Latinos."

                        About the Firms

Adorno & Yoss is one of the nation's largest full service law
firms and the largest certified minority-owned law firm in the
country. Adorno & Yoss provides a full range of legal services to
corporations ranging from Fortune 500 and publicly traded
companies to major insurance organizations as well as governments
and individuals. Please visit our web site at www.adorno.com for
more information. The firm is a member of Law Firm of the
Americas, an alliance of law firms providing legal services of the
highest quality to individuals and corporations doing business in
the Northern hemisphere and Spain. For more information about LFA
see http://www.lfalaw.org/, or contact Francisco J. Gonzalez at
fjg@adorno.com.

Alvarado, Smith & Sanchez is a premier minority-owned law firm
dedicated to superior legal representation and serving clients
locally, nationally and internationally. Having opened its doors
in 1993 as a two attorney practice, the firm has grown to more
than 20 attorneys with offices in Los Angeles and Irvine.
Alvarado, Smith & Sanchez has represented some of the largest
businesses in the nation and has gained international recognition
for business in Latin America and Mexico. Please visit our website
at http://www.asands.com/for more information.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

                           *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***