TCR_Public/040715.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, July 15, 2004, Vol. 8, No. 145

                           Headlines

360NETWORKS: Panel Wants M.A. Mortenson to Return $311,437 Payment
5001 S DREXEL INC: Case Summary & 44 Largest Unsecured Creditors
ADELPHIA: K. Ferderer Sits As Telcove's New Chief Info Officer
AFTON FOOD: Shares Resume Trading on Toronto Stock Exchange
AIR CANADA: Files Amended Information Circular with Court

AIRGATE PCS: Appoints William Loughman as Vice President and CFO
AMERICAN SKIING: S&P Revises Outlook to Developing from Negative
ANC RENTAL: Provides Status Report On Avoidance Actions
ANDREWS FARM: Case Summary & 20 Largest Unsecured Creditors
ARLINGTON HOSPITALITY: Reports June 2004 Results & Two Hotel Sales

ARLINGTON HOSPITALITY: Landlord Agrees to Defer Rent Until July 31
ARMSTRONG: Inks Pact Resolving 3 Travelers Surety Bond Claims
BALLOCH RESOURCES: Toronto Stock Exchange Extends Trade Halt Order
BCS GLOBAL: Appoints Allen Preece as Chief Financial Officer
BPC REORGANIZATION: Administrative Claims Bar Date is August 2

BREUNERS HOME: Case Summary & 30 Largest Unsecured Creditors
BUILDING MATERIALS: S&P Rates $150 Million Senior Notes at B+
CASCADE VILLAS LLC: Involuntary Case Summary
CERADYNE INC: S&P Assigns BB- Corporate Credit Rating
CHYPS CBO 1999-1: S&P Junks Ratings on Classes A-3A & A-3B

CLARIGOMED LLC: Case Summary & 20 Largest Unsecured Creditors
CME TELEMETRIX: Shareholders Meet Today at 10:00 a.m. in Toronto
CONSOLIDATED CARE: Trade Halt Continues Pending Clarification
COUNTRYWIDE HOME: Fitch Takes Various Rating Actions on RMB Notes
CRESCENT REAL: Releasing Second Quarter 2004 Results on August 3

CROMPTON CORPORATION: S&P Lowers Corporate Credit Rating to BB-
CUMMINS INC: Midwest Generation President G. Nelson Joins Board
DEXTERITY SURGICAL: Employs Fulbright & Jaworski as Attorneys
DT INDUSTRIES: Completes Sale of Certain Assets to Assembly & Test
EL PASO: Northern Star Buys 4 Power Plants for $226.4 Million Plus

ENRON: Pennsylvania Univ. Asks Court to Reconsider $750K Claim
ENRON CORP: S. Bhatnagar Wants Protective Order Barring Discovery
ENRON CORPORATION: Sues 25 Creditors to Recover $3,493,516
FEDERAL-MOGUL: Wants to Expand Ernst & Young's Services
FISHER SCIENTIFIC: Extends Apogent Debt Exchange Offer to Aug. 2

FOSTER WHEELER: Subsidiary Awarded Alliance Contract by Shell UK
GREAT PLAINS: Q2 2004 Earnings Conference Call Set for July 27
GREYHOUND: S&P Puts Junk Corporate & Sr. Ratings on Positive Watch
HAYES LEMMERZ: Four Officers Dispose Of 13,311 Shares
HOLLINGER INT'L: Receives Consents to Amend Senior Note Indenture

IMAGING TECHNOLOGIES: Posts Increased First Quarter 2004 Revenues
INTERPUBLIC GROUP: Schedules Q2 2004 Conference Call on August 5
IVACO INC: Court Sets August 6 As Claims Bar Date
JP MORGAN CHASE: Fitch Assigns Low-B Ratings to 6 2003-ML1 Classes
JUNIPER NETWORKS: Incurs $12.6MM GAAP Net Loss for 2nd Quarter

KING PHARMACEUTICALS: S&P Cuts Corp. & Senior Debt Ratings To BB
LAIDLAW INT'L: Directors & Officers Disclose Equity Ownership
LAS VEGAS SANDS: S&P Rates New $975 Million Bank Loan at B+
LEVI STRAUSS: Stockholders' Deficit Tops $1.37 Billion at May 30
LIBERATE TECHNOLOGIES: Records $4.8 Mil. Net Loss in 4th Quarter

LIFESTREAM TECH: Advertising Campaign Drives 29% Sales Increase
MCDAIN GOLF CENTER: Voluntary Chapter 11 Case Summary
MITCHELL INTERNATIONAL: S&P Rates Corporate Credit at B+
LOEWEN GROUP: Directors Acquire Additional Alderwoods Common Stock
M G INTERNATIONAL: Has Until August 3 to File Schedules

M G International: Section 341(a) Meeting Slated for July 27
MIRANT: Commences Adversary Proceedings vs. 5 California Parties
MORGAN STANLEY: S&P Assigns Low-B Ratings to 6 2004-TOP15 Classes
NORTEL NETWORKS: Provides Status Update on Financial Statements
OMNI FACILITY: Wants to Employ Ordinary Course Professionals

OWENS CORNING: Credit Suisse, et al., Provide Status Report
PACIFIC GAS: Resolves FERC Refund Claims With Duke Energy
PARMALAT: Committee Gets Until July 30 To Investigate GE Capital
PEGASUS SATELLITE: Turns to FTI Consulting for Financial Advice
PG&E NATIONAL: NEG Wants To Extend Exclusive Solicitation Period

PHOENIX GROUP: Needs New Capital to Satisfy Obligations
POLO BUILDERS: Wants to Hire Shaw Gussis as Bankruptcy Attorneys
POPE & TALBOT: S&P Revises Ratings Outlook To Stable From Negative
PRIMEDIA: Promotes Steven Aster to Consumer Marketing President
QUANTUM CORP: Releases Preliminary Results for Fiscal Q1 2004

RED HAT: Plans To Restate Financials to Reflect Method Change
RELIANCE: Court Approves Bank Committee's Disclosure Statement
ROBERDS INC: Court Sets Aug. 16 As Administrative Claims Bar Date
ROCKWELL MEDICAL: Q2 Investor Earnings Call Set for August 12
SIGHT RESOURCE: Wants Nod to Retain Thompson Hine as Attorneys

SOLUTIA: U.S. Trustee Amends Equity Holders Committee Membership
SPIEGEL: Agrees to Resolve National Union Insurance Payment Issues
STELCO INC: Says Wabush Mines Strike Won't Affect Steel Production
TRANS-INDUSTRIES: Former Auditors Cite Going Concern Uncertainty
TWODAYS PROPERTIES: Gets Nod to Hire Busby Smith as Accountants

UNIFLEX: Wants to Hire Dilworth Paxson as Bankruptcy Attorneys
UNITED AGRI: Extends Senior Debt Tender Offer to July 22
UNITED AIRLINES: Settles Contract Disputes With Far & Wide
UNITED INDUSTRIES: S&P Assigns B+ Rating To Sr. Secured Bank Loan
VIVENDI UNIVERSAL: Selling Babelsberg Studios in Germany

WEIRTON STEEL: Files First Amended Liquidation Plan
WEST BERLIN: Case Summary & 20 Largest Unsecured Creditors
WORLDCOM: Legal Cost Control Submits $800K Final Fee Application
W.R. GRACE: Libby Claimants Provide Status Report

* Cambridge Credit Adds Three New Independent Directors to Board
* Davis Polk Elects Beamon, Flynn, Gill & Wellington as Partners
* Garden City Names Jeffrey Stein as VP -- Business Reorganization
* S.D.N.Y. Amends Several Local Rules, Effective August 2, 2004
* What the CM/ECF Acronym Really Stands For

                           *********

360NETWORKS: Panel Wants M.A. Mortenson to Return $311,437 Payment
------------------------------------------------------------------
According to Norman N. Kinel, Esq., at Sidley Austin Brown &
Wood, LLP, in New York, M.A. Mortenson Company received, on or
within 90 days prior to the Petition Date, preferential transfers
from 360networks (USA) inc. aggregating $311,437.

Mr. Kinel asserts that:

   (a) each of the Transfers was made to Mortenson for or on
       account of an antecedent debt 360 USA owed before
       each Transfer was made;

   (b) Mortenson 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, Mortenson was able to receive
       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

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

Thus, the Official Committee of Unsecured Creditors, on the
Debtors' behalf, asks the Court to:

    (a) declare that the Transfers are avoidable pursuant to
        Section 547 of the Bankruptcy Code;

    (b) pursuant to Sections 547 and 550, declare that Mortenson
        must pay at least $311,437, representing the amounts it
        owed to the Debtors;

    (c) pursuant to Section 502(d), provide that any and all
        claims against the Debtors that Mortenson filed in the
        Debtors' cases will be disallowed until it repays in full
        the Transfers plus all applicable interest; and

    (d) 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)   


5001 S DREXEL INC: Case Summary & 44 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 5001 S Drexel, Inc.
        9415 South State Street
        Chicago, Illinois 60619

Bankruptcy Case No.: 04-25858

Chapter 11 Petition Date: July 12, 2004

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Gregory V. Miller, Esq.
                  Miller & Ferguson
                  9415 South State Street
                  Chicago, IL 60619
                  Tel: 312-660-4300

Total Assets: $1,610,367

Total Debts:  $3,046,142

Debtor's 44 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
City of Chicago               Real estate mortgage    $1,427,976
Dept. of Housing              loan
318 S. Michigan Ave.          Security Value:
Chicago, IL 60619             $1,600,000

Renaissance Apt. (Security    Tenant security             $6,835
Deposit Account)              deposits

City of Chicago               Building code fine          $1,850

Ralph's Heating & Air         HVAC Service                $1,361
Conditioning

Soderlund Brothers            HVAC Service                $1,344

Klapter and Burke             Attorney's fees             $1,006

City of Chicago               Building code fine            $450

Hansen Services, Inc.         Exterminating service         $430

Adrena Peoples                Lease security                $350
                              Deposit

Angelo Tinsley & Salome       Lease security                $350
Jones                         deposit

Barbara Harris                Lease security                $350
                              deposit

Barbara Rooks                 Lease security                $350
                              deposit

Blondina Fletcher             Lease security                $350
                              deposit

Brenda Johnson                Lease security                $350
                              deposit

Clifton Wallace               Lease security                $350
                              deposit

Denise Green                  Lease security                $350
                              deposit

Donita Woodfork               Lease security                $350
                              deposit

Donovan Ward                  Lease security                $350
                              deposit

Dorcas                        Lease security                $350
                              deposit

Dyanne Leach                  Lease security                $350
                              deposit

Eva Fragoso                   Lease security                $350
                              deposit

Heather Hight                 Lease security                $350
                              deposit

Ida Lewis                     Lease security                $350
                              deposit

J. Summerville                Lease security                $350
                              deposit

Jana Carswell                 Lease security                $350
                              deposit

Melvin Williams               Lease security                $350
                              deposit

Michael Winters               Lease security                $350
                              deposit

Monique Russell               Lease security                $350
                              deposit

Paul Peoples                  Lease security                $350
                              deposit

Phillip Jones                 Lease security                $350
                              deposit

R. Shinall                    Lease security                $350
                              deposit

Robert Peoples                Lease security                $350
                              deposit

Robin Dedmond                 Lease security                $350
                              deposit

Sandy Hudson                  Lease security                $350
                              Deposit

Shiela Jones & Charmayne      Lease security                $350
Ayers                         deposit

Tracie Walker                 Lease security                $350
                              deposit

Valerie Wiggins               Lease security                $350
                              deposit

Wanda Frieze                  Lease security                $350
                              deposit

AT&T                          Telephone Services            $332

Roto Rooter Services Co.      Plumbing Services             $300

Orkin Exterminating           Exterminating                 $220
                              Services

Chicago Sound &               Intercom Maintenance          $194
Communication

City of Chicago               Building Code Fine            $120

City of Chicago               Building Code Fine             $60


ADELPHIA: K. Ferderer Sits As Telcove's New Chief Info Officer
--------------------------------------------------------------
TelCove, a leading provider of business critical
telecommunications services to enterprise customers and carriers,
has appointed Kenneth Ferderer as Chief Information Officer.  In
this newly created role, Mr. Ferderer will oversee TelCove's
information Technology department, systems, and strategy.
Utilizing his years of experience, Mr. Ferderer will further
advance the capabilities of TelCove's back office support
systems, enabling TelCove to provide better services to its
customers.

"TelCove's in-house IT capabilities give us a competitive
advantage as new services and features are introduced.  Ken's
leadership and experience will clearly improve and accelerate
these capabilities, resulting in even greater satisfaction for
current and prospective customers," said Bob Guth, TelCove's
president and CEO.  "His proven leadership across all levels of
IT and his technical experience in designing and implementing
architectural, strategic, and business management systems within
an IT environment will be an asset to TelCove, most certainly in
the advancement of back office systems."

Mr. Ferderer's career in information technology and telecom spans
more than 13 years.  Prior to joining TelCove, he served as vice
president, chief information officer for Priority Telecom, a
telecommunications company headquartered in Amsterdam, The
Netherlands, that provides voice, data, and Internet services
across Europe.  In his career, he has also held other senior-
level IT positions at companies such as Cignal Global
Communications, Level (3) Communications, and PKS Information
Services.

"As CIO, I will focus on building a best-in-class IT organization
combined with a cohesive, integrated, and flexible IT architecture
supporting the daily operations of a premium telecommunications
provider such as TelCove," said Ken Ferderer. "This company is
truly unique in the industry and well positioned to be one of the
leading providers of advanced telecommunications services in the
country.  In the coming days, I look forward to working with the
rest of the executive management team to ensure TelCove's IT
infrastructure and personnel are capable of enhancing this
potential, moving forward."

Headquartered in Coudersport, Pa., Adelphia Business Solutions,
Inc., now known as TelCove -- http://www.adelphia-abs.com/-- is a  
leading provider of facilities-based integrated communications
services to businesses, governmental customers, educational end
users and other communications services providers throughout the
United States.  The Company filed for Chapter 11 protection on
March March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-11389) and
emerged under a chapter 11 plan on April 7, 2004.  Harvey R.
Miller, Esq., Judy G.Z. Liu, Esq., Weil, Gotshal & Manges LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed $
2,126,334,000 in assets and $1,654,343,000 in debts. (Adelphia
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AFTON FOOD: Shares Resume Trading on Toronto Stock Exchange
-----------------------------------------------------------
Effective at the open, PST, July 13, 2004, shares of the AFTON
FOOD GROUP LTD. (TSX:AFF) resumed trading, an announcement having
been made over Vancouver Market News.

                  About Afton Food Group

Afton, through its subsidiaries, is a leading franchisor in the
Quick Service Restaurant industry with locations throughout Canada
operating under two principal brands, 241 Pizzar 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.


AIR CANADA: Files Amended Information Circular with Court
---------------------------------------------------------
On July 12, 2004, Air Canada delivered an amended information
circular to the Ontario Superior Court of Justice.

The Applicants revised their illustration on the pro forma effect
of their Plan of Arrangement and Compromise on their consolidated
capital structure as at March 31, 2004:

                                                         ACE Pro
                             Outstanding    Pro            forma
                                   as at    forma          after
                                03/31/04    Adj.     Arrangement
(In millions)                   --------    -------  -----------

Liabilities subject
   to compromise                CN$5,593   (CN$5,593)       CN$-

Long-term debt and
   preferred shares:
   DIP loan                          300        (300)          -
   Other long-term debt and
      capital lease obligations    1,912         419       2,331
   Exit facility                       -         538         538
                                --------    --------    --------
Total long-term debt               2,212         657       2,869

ACE Preferred Shares                   -         127         127

Shareholders' equity:
   Convertible subordinated
      debenture conversion option     25         (25)          -
   Existing AC Shares                942        (942)          -
   Contributed surplus                25         (25)          -
   Deficit                        (5,451)      5,451           -
                                --------    --------    --------
                                  (4,459)      4,459

ACE Shares                             -       1,771

ACE Preferred Shares
   -- conversion shares                -         123

Adj. to shareholders' equity           -      (1,888)
                                --------    --------    --------
Total shareholders' equity        (4,459)      4,465           6
                                --------    --------    --------
Total capitalization            CN$3,346      CN$344    CN$3,002
                                ========    ========    ========

The Applicants also clarify that, immediately after the
Completion Time, the corporate and partnership structure of ACE
Aviation Holdings, Inc., and Air Canada will not include
Aeroplan.

The Applicants note that voting creditors may cast their votes on
the resolution approving the Plan on August 13, 2004 or 48 hours
before the time of any adjournment of the Creditors' Meeting.

The Applicants also disclose the approval of the CN$250,000,000
equity investment by Cerberus.

On the Applicants' behalf, Ernst & Young, Inc., the Court-
appointed Monitor, or its designee will act as disbursing agent,
and establish and maintain a reserve where ACE will issue and
deposit ACE Variable Voting Shares that would be distributed to
creditors who hold Disputed Unsecured Claims if the Claims were
to become Proven Claims for their entire amount after the Initial
Determination Date, pending the proof or disallowance of the
Disputed Unsecured Claims.

A full-text copy of Air Canada's revised black-lined Information
Circular is available at no charge at:

   http://www.stikeman.com/ac/uploads/Air_Canada-1365_Proxy_Circular_July_2004.DOC

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIRGATE PCS: Appoints William Loughman as Vice President and CFO
----------------------------------------------------------------
AirGate PCS, Inc., (Nasdaq/NM: PCSA), a PCS Affiliate of Sprint,
appoints William J. Loughman as Vice President and Chief Financial
Officer.

Prior to joining AirGate, Mr. Loughman served as President and
Chief Executive Officer of Baran Telecom (formerly o2wireless
Solutions) in Atlanta. During his tenure there, he also served as
Chief Operating Officer and Chief Financial Officer. Mr. Loughman
was the former General Manager for AT&T Wireless in Atlanta and
Director of Business Development for the Southeast region. His
previous positions include Director of Operations in Europe and
the Middle East for Motorola; Vice President - Finance and
Executive Director for Bell Atlantic Mobile; Vice President,
Controller for Metro Mobile CTS, Inc.; and Controller for Cellular
One in New York.

Mr. Loughman received a Bachelor of Business Administration degree
from Iona College in New Rochelle, New York, and a Master of
Business Administration degree from Manhattan College in
Riverdale, New York.

"Bill brings a broad range of operational and financial management
experience to AirGate," said Thomas M. Dougherty, President and
Chief Executive Officer of AirGate PCS. "His extensive background
in the wireless industry, particularly in the Carolinas, makes him
an excellent addition to our management team. With the completion
of our debt restructuring, we now are focused on growing our
subscriber base and providing quality Sprint PCS products and
services to subscribers in our territory in the most efficient
manner possible. We look forward to Bill's contributions and are
confident that his financial expertise and knowledge of our
industry will be invaluable to AirGate as we execute our
strategy."

                    About the Company  

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

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


AMERICAN SKIING: S&P Revises Outlook to Developing from Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
ski resort operator American Skiing Company to developing from
negative.  The developing outlook reflects improvement in credit
measures from the restructuring of the company's real estate
facilities and higher real estate sales, but also the company's
significant refinancing risk as the majority of its debt will
mature in 2006.

In addition, the 'CCC' corporate credit rating on the Park City,
Utah-based company was affirmed.  As of April 25, 2004, American
Skiing had total debt outstanding of $299.6 million.

The restructuring involved the contribution of certain
developmental land parcels into a new business venture called SP
Land Company LLC in return for extinguishment of debt.  In
conjunction, Oak Hill Capital Partners contributed $25 million in
debt from the company's real estate subsidiary as additional paid-
in capital to American Skiing, resulting in a total reduction of
$80.4 million in real estate debt and related accrued interest and
fees.  These changes will be reflected in the company's fiscal
year-end financial statements.

"With real estate defaults cured, a successful refinancing would
likely result in a one-notch upgrade," said Standard & Poor's
credit analyst Andy Liu. "Lack of progress in refinancing,
especially in light of the business and financial risks of the ski
resort business and the need to anticipate market conditions, will
likely lead to a downgrade before 2006."


ANC RENTAL: Provides Status Report On Avoidance Actions
-------------------------------------------------------
On June 9, 2004, the Court directed the ANC Rental Corporation
and its debtor-affiliates to submit a report on the status of
certain adversary cases that the Debtors commenced to recover
preferential transfers.

The Debtors reported to the Court on June 29, 2004 the status of
these adversary cases:

Case No.      Defendant               Status
--------      ---------               ------
02-4558       Gilchrist Towing        The Debtors asked for
                                       discovery sanctions
                                       including a default
                                       judgment.  The Defendant
                                       never responded.  The
                                       Debtors believe no further
                                       briefing is necessary.

02-4407       Century Autobody and    The Debtors requested
               Collision               for default judgment.


02-1784       The Car Place           The Debtors requested
                                       for default judgment.

03-56343      Delaware County Auto    The Debtors requested
               Rehab, Inc.             for default judgment.

03-55685      Iacona Collision        The Debtors expect that
               Center, Inc.            discovery and disclosures
                                       will be completed in
                                       about 90 days.

03-57558      Aliz Body Shop          Service is complete.
                                       The Defendant has until
                                       August 1, 2004 to respond
                                       to the Complaint.

03-58050      H2 Enterprises          Service is complete.
                                       The Defendant has until
                                       July 14, 2004 to respond
                                       to the Complaint.

03-58484      Golden Gate Bridge      The Debtors expect to
                                       complete service on or
                                       before July 2, 2004.

03-57893      Destination America     The Debtors expect to
                                       complete service on or
                                       before July 2, 2004.

The Debtors also inform the Court that these cases have been
dismissed:

    Case No.             Defendants' Name
    --------             ----------------
    03-57397             Microsoft Expedia
    03-58416             Robin Rosser as parent of Jolle Rosser
    03-58614             Adesa Auction
    03-57399             Trigen Cinergy Solutions
    03-57408             Interstate Collision & Service
    03-57402             H&H Body Shop and Towing
    03-57398             Matson Navigation Co
    03-57392             Rubicon Group
    03-57393             Ronald L. Book PA
    02-7064              Ultimate Auto Body Inc.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.

Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris,
Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes &
Associates, LLP, and Stevens & Lee, PC, serve as substitute
counsel to represent the debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANDREWS FARM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Andrews Farm
        2979 Pine Hill Road
        Randolph, New York 14772

Bankruptcy Case No.: 04-15137

Type of Business: The Debtor is a partnership which owns and
                  operates a dairy farm with approximately 600
                  cows in Randolph, New York.

Chapter 11 Petition Date: July 9, 2004

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsels: Angela Z. Miller, Esq.
                   William J. Brown, Esq.
                   Phillips, Lytle LLP
                   Suite 3400, One HSBC Center
                   Buffalo, NY 14203
                   Tel: 716-847-8400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Gordon Brothers Retail        Settlement Agreement      $106,877
Partner

Milliman, Fred                Promissory Note            $25,000

Citicard                      Credit Card Purchases      $19,492

Community Bank NA             Line of Credit             $19,241

Grow Mark FS, Inc.            2003 Crop Expenses         $18,532

Sears                         Credit Card Purchases      $11,885

Farm Plan                     Credit Card Purchases      $11,588

Advanta Bank                  Credit Card Purchases      $11,380

First USA                     Credit Card Purchases      $10,580

Bank America                  Credit Card Purchases      $10,477

Case Vantage #2               Credit Card Purchases       $9,146

Doubler's - Richard O'Neill                               $8,740

Fleet Card                    Credit Card Purchases       $6,217

Dairy One - DHI                                           $5,042

Discover Card                 Credit Card Purchases       $4,777

Capital One                   Credit Card Purchases       $4,494

Chautauqua Veterinary Service                             $4,029

C&J Credit Recovery                                       $4,011

AmeriGas                                                  $3,928

Citi-Select Card              Credit Card Purchases       $3,791


ARLINGTON HOSPITALITY: Reports June 2004 Results & Two Hotel Sales
------------------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development
and management company, reports June 2004 same-room operating
results for the AmeriHost Inn hotels in which the company has an
ownership interest, and the sale of two AmeriHost Inn hotels.

                      June Results

Same-room revenue per available room (RevPAR) in June 2004
increased 4.7 percent to $39.23, compared to June 2003. Occupancy
increased 5.5 percent to 67.3 percent, while average daily rate
(ADR) decreased 0.8 percent to $58.33. The June 2004 same-room
results include 51 AmeriHost Inn hotels, which have been opened
for at least 13 months.

According to Smith Travel Research, preliminary results for June
2004 indicate that RevPAR for the midscale without food and
beverage segment of the lodging industry improved between 5
percent and 7 percent, compared to June 2003.

                  Sales/Development Activity

In addition to previously announced hotel sales, the company sold
two wholly owned AmeriHost Inn hotels in the latter half of June
2004. For the second quarter of 2004, the company sold five
hotels, including the sale of one unconsolidated, non-AmeriHost
Inn hotel owned by a joint venture in which the company was a
partner.

The revenue and profit/loss from the sale of hotels, as well as
the reduction of debt, will be reported in the company's financial
statements during the quarter in which the sale transactions
close.

Year to date, including these sales, the company has sold six
wholly owned AmeriHost Inn hotels and facilitated the sale of one
non-AmeriHost Inn hotel owned by a joint venture.

The company currently has five hotels under contract for sale,
which are expected to be consummated within the next six months.
When the company has hotels under contract for sale, even with
nonrefundable cash deposits in certain cases, certain conditions
to closing remain, and there can be no assurance that these sales
will be consummated as anticipated.

The sales and development activities set forth above do not
represent guidance on, or forecasts of, the results of the
company's entire consolidated operations, which are reported on a
quarterly basis.

For more information regarding Arlington's hotels for sale and
development opportunities either on a joint venture or turnkey
basis, contact Stephen Miller, Senior Vice President - Real Estate
and Business Development via email at
stevem@arlingtonhospitality.com, or by telephone at (847) 228-
5401, ext. 312.

                  About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 106-property mid-market, limited-service
hotel brand owned and presently franchised in 20 states and Canada
by Cendant Corporation (NYSE: CD). Currently, Arlington
Hospitality, Inc. owns or manages 58 properties in 15 states,
including 52 AmeriHost Inn hotels, for a total of 4,221 rooms,
with additional AmeriHost Inn & Suites hotels under development.

               Liquidity And Capital Resources

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

"The net cash flow from the operations of many of our hotels has  
been insufficient to support their related mortgage debt payments,  
or lease payments, primarily to PMC, as well as necessary and  
ongoing capital expenditures. In addition, our hotel development  
activity for joint ventures has also decreased over the past two  
years, with only one joint venture project completed in 2003 and  
one joint venture project completed thus far in 2004. As a result,  
the cash flow from all of our business segments, with the largest  
amount funded by the sale of hotel properties, has been utilized  
to maintain liquidity and meet the line-of-credit availability  
reductions. A smaller amount has been used for investment in new  
hotel development.

"We believe that during the next twelve months, in order to  
maintain our liquidity, it is critical for us to continue to sell  
hotel properties. In addition, we seek to increase income from our  
existing hotel properties by focusing on new revenue enhancement  
opportunities, and aggressive cost controls. We believe that an  
upturn in the economy will result in increased demand for hotel  
rooms, including ours, and such upturn could result in  
significantly improved hotel operating results. However,  
historically we have seen that lodging demand trends will  
typically lag six to nine months behind any such economic trends.  
We have also been in discussions with PMC requesting a reduction  
in our subsidiary's monthly lease payment and other modifications.

"In addition to our normal operational and growth oriented  
liquidity needs, other contingencies may also have a significant  
impact on us, including the impact of seasonality on our hotel  
operations and hotels sales, and the inability to pay off mortgage  
loans when maturing.  

"Our hotels are seasonal in nature, with the second and third  
calendar quarters being the strongest from a cash flow standpoint,  
and the fourth and first calendar quarters being the weakest. In  
addition, the buyers of our hotels tend to purchase hotels on a  
seasonal basis, wanting to acquire the property just in time for  
the stronger summer season. As the sale of hotel properties is a  
critical part of our liquidity, our inability to sell during the  
winter months could have a negative impact on our liquidity, if we  
do not generate strong cash flow from our other segments, or if we  
do not have adequate financing sources.

"We believe our revenues, together with proceeds from financing  
activities, will continue to provide the necessary funds for our  
short-term liquidity needs. However, material changes in these  
factors, including factors that could inhibit our ability to sell  
hotels under acceptable terms and within certain time frames, or  
ability to secure new hotel level or corporate level debt, may  
adversely affect net cash flows. Such changes, in turn, would  
adversely affect our ability to fund debt service, lease  
obligations, capital expenditures, and other liquidity needs. In  
addition, a material adverse change in our cash provided by  
operations may affect the financial performance covenants under  
our unsecured line of credit and certain mortgage notes."


ARLINGTON HOSPITALITY: Landlord Agrees to Defer Rent Until July 31
------------------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development
and management company, obtained an extension of its temporary
letter agreement with PMC Commercial Trust (AMEX: PCC), the
landlord of 21 AmeriHost Inn hotels operated by the company.

The terms of a temporary letter agreement between the company and
PMC deferred approximately $349,000 in base rent for the months of
March through June 2004, and allowed the company to utilize
$200,000 of its security deposit to partially fund the rent
payments. The repayment of the deferred rent and the security
deposit was to begin on July 1, 2004. The company and PMC recently
agreed that these terms would be extended through July 31, 2004,
including the additional deferral of approximately $85,000 in base
rent for the month of July, and that the repayments to PMC will
begin August 1, 2004 over a four-month period in equal monthly
installments.

The company continues to work closely with PMC in negotiating the
terms of a master lease restructuring. However, there can be no
assurances that the leases will be restructured on terms and
conditions acceptable to the company and its subsidiary, if at
all, or that a restructuring will improve operations and cash
flow, or provide for the sale of the hotels to third-party
operators.

                  About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 106-property mid-market, limited-service
hotel brand owned and presently franchised in 20 states and Canada
by Cendant Corporation (NYSE: CD). Currently, Arlington
Hospitality, Inc. owns or manages 58 properties in 15 states,
including 52 AmeriHost Inn hotels, for a total of 4,221 rooms,
with additional AmeriHost Inn & Suites hotels under development.

               Liquidity And Capital Resources

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

"The net cash flow from the operations of many of our hotels has  
been insufficient to support their related mortgage debt payments,  
or lease payments, primarily to PMC, as well as necessary and  
ongoing capital expenditures. In addition, our hotel development  
activity for joint ventures has also decreased over the past two  
years, with only one joint venture project completed in 2003 and  
one joint venture project completed thus far in 2004. As a result,  
the cash flow from all of our business segments, with the largest  
amount funded by the sale of hotel properties, has been utilized  
to maintain liquidity and meet the line-of-credit availability  
reductions. A smaller amount has been used for investment in new  
hotel development.

"We believe that during the next twelve months, in order to  
maintain our liquidity, it is critical for us to continue to sell  
hotel properties. In addition, we seek to increase income from our  
existing hotel properties by focusing on new revenue enhancement  
opportunities, and aggressive cost controls. We believe that an  
upturn in the economy will result in increased demand for hotel  
rooms, including ours, and such upturn could result in  
significantly improved hotel operating results. However,  
historically we have seen that lodging demand trends will  
typically lag six to nine months behind any such economic trends.  
We have also been in discussions with PMC requesting a reduction  
in our subsidiary's monthly lease payment and other modifications.

"In addition to our normal operational and growth oriented  
liquidity needs, other contingencies may also have a significant  
impact on us, including the impact of seasonality on our hotel  
operations and hotels sales, and the inability to pay off mortgage  
loans when maturing.  

"Our hotels are seasonal in nature, with the second and third  
calendar quarters being the strongest from a cash flow standpoint,  
and the fourth and first calendar quarters being the weakest. In  
addition, the buyers of our hotels tend to purchase hotels on a  
seasonal basis, wanting to acquire the property just in time for  
the stronger summer season. As the sale of hotel properties is a  
critical part of our liquidity, our inability to sell during the  
winter months could have a negative impact on our liquidity, if we  
do not generate strong cash flow from our other segments, or if we  
do not have adequate financing sources.

"We believe our revenues, together with proceeds from financing  
activities, will continue to provide the necessary funds for our  
short-term liquidity needs. However, material changes in these  
factors, including factors that could inhibit our ability to sell  
hotels under acceptable terms and within certain time frames, or  
ability to secure new hotel level or corporate level debt, may  
adversely affect net cash flows. Such changes, in turn, would  
adversely affect our ability to fund debt service, lease  
obligations, capital expenditures, and other liquidity needs. In  
addition, a material adverse change in our cash provided by  
operations may affect the financial performance covenants under  
our unsecured line of credit and certain mortgage notes."


ARMSTRONG: Inks Pact Resolving 3 Travelers Surety Bond Claims
-------------------------------------------------------------
Armstrong World Industries, Inc., asks Judge Fitzgerald to approve
a stipulation to settle three claims filed by Travelers Casualty &
Surety Company of America.

Travelers filed an unsecured priority claim in the amount "not
less than $5,043,170" in each of the three Debtors' estates.  The
claims relate to surety bonds issued before the Petition Date by
Travelers to certain obligees with respect to AWI's obligations,
in the collective principal amount of $4,952,050, and to unpaid
premiums totaling $91,120.  The surety bonds had been issued to
secure the Debtors' workers' compensation requirements to the
States of Oregon, Oklahoma, Illinois, Florida, New York,
Mississippi, Pennsylvania, and to secure obligations to the United
States Custom Service.

The Customs Service bonds were continuous bonds with annual
premiums to be paid on December 7 and 15 of each year.  AWI made
all premium payments due to Travelers because of the bond, and no
claims have been made against it, or against the other customs
bond.

AWI has remained current on its workers' compensation obligations,
and Travelers has not paid any losses.  AWI has made all
prepetition premium payments due to Travelers, but some of the
bonds are no longer required because the Debtors no longer use or
have sold the related facility.

AWI disputes an unspecified part of the Travelers claim.  To
resolve the dispute, the parties agree that:

       (1) Two Travelers claims are disallowed as duplicates.
           The Claim filed in the AWI case remains;

       (2) These bonds are cancelled:

              Bond Amount     Bond Type       Beneficiary
              -----------     ---------       -----------
                 $200,000     Customs         Dept. of Treasury
                    6,800     Chance Game     Florida
                    6,800     Chance Game     Florida
                   10,000     Workers' Comp   New York

       (3) Subject to AWI's continued performance and payment
           of its obligations under certain bonds and the
           existing indemnity agreement between AWI and
           Travelers, the remaining bonds will remain in full
           force and effect for a minimum of the earlier of
           three years following the Plan's Effective Date,
           or until such time as the bonds may be replaced at
           AWI's option.  The remaining bonds are:

              Bond Amount     Bond Type       Beneficiary
              -----------     ---------       -----------
                 $700,000     Customs         Dept. of Treasury
                  100,000     Workers' Comp   Florida before
                                                 01/28/01
                  333,000     Workers' Comp   Oregon before
                                                 12/28/00
                  100,000     Workers' Comp   Mississippi before
                                                 01/28/01
                  200,000     Workers' Comp   Illinois before
                                                 01/28/01
                  250,000     Workers' Comp   Oklahoma before
                                                 12/28/00
                  177,450     Surety Bond     Pennsylvania
                2,158,000     Workers' Comp   New York before
                                                 12/28/00

       (4) AWI may, at its option, replace any of the remaining
           bonds on an individual basis and at different points
           in time.  If AWI initiates the replacement of a
           single remaining bond, AWI will not be required to
           replace all of the remaining bonds.  Any remaining
           bond that is replaced must be released or surrendered
           in accordance with terms acceptable to Travelers.  A
           remaining bond is replaced only when it is surrendered
           or released by the obligee under the bond;

       (5) The Standby Letters of Credit securing the remaining
           bonds to Customs will be returned to AWI within
           10 days after the Effective Date of the Plan;

       (6) Travelers agrees to waive all accrued unpaid fees,
           costs, legal fees/costs, and other charges and
           expenses that have accrued or will accrue from and
           after the dates on which the cancellation of the
           bonds took effect; provided, however, that from and
           after the Effective Date, AWI will pay the normal
           premium -- the premium rates at the current market
           rate -- coming due after that on account of the
           remaining bonds;

       (7) Any claims under the remaining bonds for reimbursement
           of amounts drawn on the remaining bonds following the
           Plan Effective Date constitute post-confirmation
           charges that are not subject to discharge under any
           Bankruptcy Court order;

       (8) AWI will pay all premiums and other fees that accrue
           from and after the Plan's Effective Dare in accordance
           with the terms of the applicable remaining bond;

       (9) Travelers waives any claims it may have for payment
           of any outstanding premium obligations or other fees
           under any of the remaining bonds that accrue before
           the Effective Date; provided, however, that if any of
           the remaining bonds is drawn before the Effective
           Date, any claim for reimbursement of the amounts
           drawn on that bond will be treated as an Allowed
           Unsecured Claim under Class 6 of the Plan;

      (10) If none of the remaining bonds are drawn before the
           Effective Date, Travelers will not be entitled to
           receive any distributions under the Plan;

      (11) The existing indemnity agreement between Travelers
           and AWI will remain a valid and enforceable obligation
           of AWI following the Effective Date; and

      (12) Following the Effective Date, AWI will sign and
           deliver an updated indemnity agreement to Travelers.

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


BALLOCH RESOURCES: Toronto Stock Exchange Extends Trade Halt Order
------------------------------------------------------------------
At the request of the company, the Toronto Securities Exchange
orders the extension of trade halt order for Balloch Resources
Ltd., effective at 12:30 a.m. on July 13, 2004. The trade halt
order remains halted pending an announcement; this regulatory halt
is imposed by Market Regulation Services, the Market Regulator of
the Exchange pursuant to the provisions of Section 10.9(1) of the
Universal Market Integrity Rules.

At March 31, 2004, Balloch Resources, Ltd.'s balance sheet shows a
deficit of US$178,184 as compared to a deficit of US$92,638 at
September 30, 2003.


BCS GLOBAL: Appoints Allen Preece as Chief Financial Officer
------------------------------------------------------------
BCS Global Networks Inc. (TSX Venture:BGN), provider of voice,
videoconferencing and data collaboration using voice over Internet
protocol, has appointed Allen Preece as the company's Chief
Financial Officer.

Mr. Preece's appointment rounds out the management team for BCS
Global Networks with the recent appointments of Dan Tanel as Chief
Technology Officer and Robert Price as Vice-President,
Engineering.

Mr. Preece brings to his role as the company's first Chief
Financial Officer a significant depth of experience. Prior to
joining BCS Global Networks, he served as CFO at a number of
organizations including Sigma Systems Group, Norigen
Communications Inc., Madge Networks, and America Online.
Additionally, Mr. Preece led a distinguished career with Nortel
Networks from 1979 to 1995 rising to the position of Vice
President and Treasurer responsible for global treasury
activities.

"BCS is building an executive team with a proven track record of
executing in the marketplace. Allen brings extensive
telecommunications experience and a reputation in growing
companies on a global basis," said Piero Romani, President and
Chief Executive Officer, BCS Global Networks Inc. "BCS Global
Networks is well-positioned in the marketplace with a strong
customer, partner and investor base, and the addition of Allen as
our CFO will enable us to expand in each of these areas."

BCS Global Networks' business is based on a low-cost, wholesale
model, focusing on the small and medium business sectors, with an
installation base throughout Canada, the United States and the
United Kingdom.

"I see tremendous opportunities to further build BCS Global
Networks' strong position in the market," said Allen Preece, Chief
Financial Officer, BCS Global Networks. "The company has an
outstanding management team, an experienced board and is poised
for growth in becoming a leader in the real time voice, video and
data collaboration services market. I am looking forward to being
a part of the success story."

BCS Global Networks has also made additions to its board of
directors. Jeff Rushton, former President, Fujitsu Consulting
America; Dr. Shaker Sabri, President of MCR Networks Inc. and
Chairman of Mobia Communications Inc., and John Sykes, a Chartered
Accountant and founding member of KPMG's specialist private
business and offshore trust unit, have recently been elected to
the board of directors, joining Michael Kedar, Chairman; Roy
Trivet, co-founder of Architel Systems Corp.; and Cyrus Driver,
founding partner of Driver Anderson, Chartered Accountants.

                   About BCS Global Networks

BCS Global Networks Inc. -- whose March 31, 2004 balance sheet
shows a deficit of C$27,472 -- provides real time voice, video and
data collaboration services to customers across North America. Its
premier Virtual Presence service, based on BCS's unique VAD
Exchange1 and broadband telecommunications infrastructure, enables
a TV quality, 100% reliable, secure, face-to-face meeting
environment. Users can see and talk to each other while
simultaneously working on Windows applications such as word-
processing, presentations and spreadsheets. BCS Global Networks
Inc. is a Canadian publicly traded company, trading under the
symbol: BGN on the TSX Venture Exchange.


BPC REORGANIZATION: Administrative Claims Bar Date is August 2
--------------------------------------------------------------
On May 26, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an amended order establishing the last day for
creditors to file administrative claims against BPC Reorganization
Corp.

The court fixes August 2, 2004 at 4:00 p.m. as the administrative
claims bar date.  Proof of claim forms should be filed with the
clerk of court and served on the claims agent at:

          BPC Reorganization Corp.
          c/o Bankruptcy Services LLC
          757 Third Avenue, Third Floor
          New York, NY 10017

Proofs of claim need not be filed if they are:

          (a) already filed with the court;
          (b) listed in the debtor's schedules;
          (c) administrative claims subsequent to July 1, 2004;
          (d) previously allowed by the court; and
          (e) statutory fees assessable against the debtor by the
              Office of the U.S. Trustee.

The debtor's schedules may be examined at the office of the clerk
of court.

BPC Reorganization Corp., formerly known as the Big Party
Corporation, filed for chapter 11 protection (Bankr. Del. Case No.
000-2852) on July 23, 2000.  The Honorable Gregory M. Sleet
presides over BPC's case.


BREUNERS HOME: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Breuners Home Furnishings Corp.
             2501 Oregon Pike
             Lancaster, Pennsylvania 17601

Bankruptcy Case No.: 04-12030

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Huffman Koos Inc.                          04-12031
      Huffman Koos Real Estate Inc.              04-12032

Type of Business: The Debtor is one of the largest national
                  furniture retailers focused on the middle to
                  upper-end segment of the market.
                  See http://www.bhfc.com/

Chapter 11 Petition Date: July 14, 2004

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsels: Bruce Grohsgal, Esq.
                   Laura Davis Jones, Esq.
                   Pachulski, Stang, Ziehl Young & Jones
                   919 North Market Street, 16th Floor
                   Wilmington, DE 19899-8705
                   Tel: 302-778-6403
                   Fax: 302-652-4400

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Broyhill Furniture            Trade                   $5,521,270
P.O. Box 60194
Charlotte, NC 28260

Action Industries             Trade                   $3,837,177
Lane Acceptance Group
P.O. Box 402207
Atlanta, GA 30384

MAB Ltd.                      Trade                   $1,265,666
PMB 306-265
Eastchester Dr., Ste. 133
Atlanta, GA 30348

Kimball Home                  Trade                   $1,060,948
P.O. Box 70068
Chicago, IL 60673-0068

JL Media, Inc.                Services                  $975,584
1600 Route 22
Union, NJ 07083

J Royale Furniture Inc.       Trade                     $885,649
P.O. Box 890387
Charlotte, NC 28289

International Direct          Trade                     $629,625
Container
1490 Holcomb Bridge Road
Roswell, GA 30076

Crescent Mfg. Co.             Trade                     $626,582
P.O. Box 1438
Gallatin, TN 37066

Klausser Furniture Ind.       Trade                     $613,610
P.O. Box 6047
Charlotte, NC 28260

Adplex-Rhodes                 Services                  $534,188
Dept. #276901
P.O. Box 67000
Detroit, MI 48267

Schnadig Corporation          Trade                     $510,487
P.O. Box 93956
Chicago, IL 60673

Bauhaus USA Inc.              Trade                     $439,081
22745 Network Place
Chicago, IL 60673

Simmons U.S.A.                Trade                     $408,096
P.O. Box 945655
Atlanta, GA 30394

A-America Furniture           Trade                     $407,192
P.O. Box 58408
Seattle, WA 98138

Century Furniture Company     Trade                     $380,069
P.O. Box 60589
Charlotte, NC 28260

Shermag Furniture             Trade                     $358,044
2171 Rue King Quest
Sherbrooke, Quebec
Canada J1J2G1

Artistica Metal Designs       Trade                     $347,456
1278 Mercantile St.
P.O. Box 51040
Oxnard, CA 93031-1040

Design Institute of America   Trade                     $330,791
919 E. 14th St.
Jasper, IN 47546

Precedent Inc.                Trade                     $320,788
P.O. Box 890074
Charlotte, NC 28289

Excelsior Merchandise Ltd.    Trade                     $303,866
172 New Highway
North Amityville, NY 11701

John Turano                   Trade                     $293,437
1532 SO Washington Ave.
Piscataway, NJ 08854

Hammary Mfg. Company          Trade                     $291,606
22824 Network Place
Chicago, IL 60673-1228

Universal Media Inc.          Services                  $287,260
P.O. Box 1159
Mechanicsburg, PA 17055-1159

Riverside Furniture Corp.     Trade                     $270,459
P.O. Box 1427
Fort Smith, AR 72902

Martha Stewart Signature      Trade                     $258,661
Collection
1839 Morganton Blvd. SW
Lenoir, NC 28645

Elite Leather Company         Trade                     $240,335

Magnussen-Presidential        Trade                     $236,949

Sealy Mattress of NJ          Trade                     $233,863

Sherrill Furniture            Trade                     $215,373

The Valspar Corporation       Trade and Services        $207,334

Stanley Furniture Company     Trade                     $206,740
Inc.

Hooker Furniture Corp.        Trade                     $199,761

Softline                      Trade                     $192,637


BUILDING MATERIALS: S&P Rates $150 Million Senior Notes at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt rating to Wayne, New Jersey-based Building Materials
Corp. of America's $150 million of senior notes due 2014. At the
same time, Standard & Poor's affirmed its 'BB-' corporate credit
rating and 'B+' senior secured debt rating on the company. The
outlook remains stable.

"About $105 million of the proceeds from the $150 million notes
issue will be used to redeem all of the 8.625% senior notes due
2006, and the balance will be used to reduce borrowings under the
senior secured credit facility," said Standard & Poor's credit
analyst Wesley E. Chinn. Like BMCA's existing senior secured
notes, the new notes are secured by second-priority liens on
substantially all of the assets of the company and the subsidiary
guarantors. As a result, the senior secured debt rating on all of
the notes is one notch below BMCA's corporate credit rating,
reflecting the effective subordination of these instruments to
priority liabilities that include better-secured bank debt and
lease obligations.

The ratings on BMCA incorporate the narrow focus of the company's
product line, vulnerability to petroleum-based raw-material costs,
a competitive industry, aggressive--albeit strengthening--debt
leverage measures, certain legal risks associated with the
bankruptcy proceedings of BMCA's parent, G-I Holdings Corp., and
the related asbestos litigation pending against BMCA. This is
tempered by its position as a significant U.S. producer of
residential asphalt roofing materials, a favorable residential
market, meaningful free operating cash generation, and
satisfactory liquidity.

The competitive position of BMCA, the only operating
subsidiary of G-I Holdings, should be sustained by strong brands,
a focus on customer service and product mix improvement, and an
effective national distribution capability. A high level of after-
market sales provides a meaningful degree of stability to
earnings. More than 80% of industry revenues are derived from
reroofing activity. On the other hand, more than 20% of BMCA's
sales are derived from commercial roofing materials, which
are contributing only marginally to earnings at this trough of the
commercial market cycle.

BMCA's earnings should continue to benefit from the shingle
industry's long-term annual growth of 2%-3%. The aging and growing
domestic housing stock continues to provide sustainable reroofing
demand. Good demand for higher-priced, higher-margin laminated
shingles is another plus. Results are less vulnerable than those
of most other building materials producers to the cyclicality of
general economic conditions, given reroofing activities. However,
profitability is vulnerable to the cost of asphalt, a key raw
material whose cost is tied to that of petroleum.


CASCADE VILLAS LLC: Involuntary Case Summary
--------------------------------------------
Alleged Debtors: Cascade Villas, LLC
                 c/o Dennis Ziegler
                 401 Paradise Parkway #50
                 Mesquite, Nevada 89027

Involuntary Petition Date: July 12, 2004

Case Number: 04-17567

Chapter: 11

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Petitioners' Counsel: Rob Charles, Esq.
                      Lewis and Roca LLP
                      1 South Church Avenue #700
                      Tucson, AZ 8570
                      Tel: 520-629-4427
                      Fax: 520-879-4705
         
Petitioners: Mike Ward
             c/o Rob Charles
             Lewis and Roca LLP
             3993 Howard Hughes Parkway, Suite 600
             Las Vegas, NV 89109

             New Dawn Corp.
             c/o Rob Charles
             Lewis and Roca LLP
             3993 Howard Hughes Parkway, Suite 600
             Las Vegas, NV 89109

             Renew Management Corp.
             c/o Rob Charles
             Lewis and Roca LLP
             3993 Howard Hughes Parkway, Suite 600
             Las Vegas, NV 89109
                                  
Aggregate Amount of Claim: $1,504,860


CERADYNE INC: S&P Assigns BB- Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to advanced technical ceramics manufacturer,
Ceradyne Inc.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and recovery rating of '3' to the
company's proposed $160 million senior secured bank facility.
Proceeds will be used to fund Ceradyne's acquisition of the mostly
industrial ceramics business, ESK Ceramics GmbH & Co. KG, from
privately held Wacker-Chemie GmbH for EUR111.4 million.

The acquisition is expected to close in August. The '3' recovery
rating indicates an expected meaningful recovery (50%-80%) of
principal in the event of a default. The outlook is stable.

The bank facility consists of a $50 million revolving credit
facility due 2009 and a $110 million term loan due 2011 and is
secured by a first-priority perfected security interest in all the
tangible and intangible assets owned by Ceradyne and the capital
stock of its guarantor subsidiaries.

"The ratings on Costa-Mesa, California-based Ceradyne reflect its
modest size, dependence on key end markets and customers, and weak
albeit likely improving free cash flow generation," said Standard
& Poor's credit analyst Linli Chee.

The purchase of Ceramics, which diversifies and improves the
company's business profile, is also considered a risk factor,
although integration risk will be modest. These negative factors
are mitigated partly by the combined company's leadership position
in advanced technical ceramics, diversified business mix, solid
profitability, and moderately leveraged balance sheet. Ceradyne is
publicly held, with no ownership concentration.

Ceradyne is a leading manufacturer of advanced technical ceramic
products, with revenue of $119 million and EBITDA margins of 22%
for the 12 months ended March 31, 2004. The company's products are
sold into four principal markets: defense (65% of 2003 revenues),
industrial (21%), orthodontics (9%), and automotive/diesel (5%).
Products include ballistic armor vests, defense related
seating/wing panels, modular panels and armor tiles, missile nose
cones, diesel engine components, orthodontic brackets, and main
bridge suspension cables. Barriers to entry are high, requiring
materials and process expertise, specialized equipment, and
strategic long-term relationships. The company's long-standing
customer relationships and sole source manufacturing with the
Department of Defense, 3M and Ford, generally limit its exposure
to economic fluctuations although defense order volumes and
program demand can vary.


CHYPS CBO 1999-1: S&P Junks Ratings on Classes A-3A & A-3B
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3A and A-3B notes issued by CHYPS CBO 1999-1 Ltd., a high-
yield arbitrage CBO transaction originated in January 1999. At the
same time, the ratings were removed from CreditWatch negative,
where they were placed March 18, 2004. At the same time, the class
A-1 and A-2 notes, which benefit from the enhancement provided by
a Financial Security Assurance Inc. insurance policy, are
affirmed.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
transaction was last reviewed in January 2002. These factors
include a high number of defaults occurring in the collateral
pool, low recovery values for defaults, and a decline in the
overall credit quality of the collateral pool securing the notes.

According to the latest trustee report, dated June 2, 2004, the
class A overcollateralization ratio has dropped significantly
since the last ratings review and now stands at 78.82%. This
contrasts with a ratio of 99.5% when the notes were last reviewed
and places them well below their minimum requirement of 115.0%.
Meanwhile, the class B overcollateralization ratio has fallen to
65.24%, substantially below its 104.0% benchmark.

Including defaulted securities, $76.81 million come from obligors
now rated in the 'CCC' range or lower.
   
                           Ratings Lowered
   
                         Chyps CBO 1999-1 Ltd.
   
                               Rating
                      Class   To           From
                      A-3A    CC           B-/Watch Neg
                      A-3B    CC           B-/Watch Neg
   
                           Ratings Affirmed
   
                         Chyps CBO 1999-1 Ltd.
   
                         Class         Rating
                         A-1           AAA
                         A-2           AAA


CLARIGOMED LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ClarigoMed LLC
        3820 North Ventura Drive
        Arlington Heights, Illinois 60004

Bankruptcy Case No.: 04-25919

Type of Business: The Debtor offers physicians the innovative
                  practice approach to capture lost revenue
                  opportunities and enhance patient continuity
                  of care through the delivery of on-site
                  diagnostic and therapeutic services.
                  See http://www.clarigomed.com/

Chapter 11 Petition Date: July 12, 2004

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Barry A. Chatz, Esq.
                  Arnstein & Lehr
                  120 South Riverside Plaza Suite 1200
                  Chicago, IL 60606
                  Tel: 312-876-7100

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
AirBrand Communications Inc.  Payroll, bankruptcy     $1,213,555
3820 N. Ventura Drive         retainer fees,
Arlington Heights, IL 60004   Birnbaurn
                              distribution

Factor, LLC                                             $545,521
3820 N. Ventura Dr.
Arlington Heights, IL 60004

Woodmoor Group, Inc.                                     $30,000

HTZ Technical Services Inc.                              $16,636

Factor PT, LLC                                           $13,602

Robbins Salomon & Patt, Ltd.                             $10,206

The Original Press Co.        Trade Debt                  $5,691

PPM Communications            Trade Debt                  $4,615

Softchoice Corporation        Trade Debt                  $3,543

Dr. Alexander Thermos                                     $3,110

AirBrand Communications Inc.                              $2,991

International Computer        Trade Debt                  $2,915
Concept

Dr. Muhammed Bhatti                                       $2,795

CurAnt Communications         Trade Debt                  $1,828

Barrington Equipment Co.      Trade Debt                  $1,437

Covad Communications          Trade Debt                    $813

Business Equipment Group      Trade Debt                    $310

Herald-Standard               Trade Debt                    $184

Sign-A-Rama                   Trade Debt                    $141

Med-Rehab, USA                Trade Debt                     $92


CME TELEMETRIX: Shareholders Meet Today at 10:00 a.m. in Toronto
----------------------------------------------------------------
CME Telemetrix Inc. (TSX Venture:CEM), a leading-edge developer of
near-infrared instruments, announced it will hold its Annual and
Special Meeting of Shareholders on Thursday, July 15, 2004 at
10:00 a.m. at the Ontario Bar Association Conference Centre, 2nd
floor, 20 Toronto St. Toronto, Ontario. During the meeting, Mr.
Duncan MacIntyre, President and Chief Executive Officer, will
review events of the past year and outline the Company's strategy
moving forward.

                  About CME Telemetrix

CME Telemetrix is a leading developer of near infrared,
spectroscopy based, medical diagnostic technology. The Company has
an extensive portfolio of optical, electronic and algorithm
related patents in the field of blood analysis. Currently, the
Company's primary focus is the development of in-vivo and in-vitro
devices that utilize near infrared light to measure key blood
analytes. Additional information is available on the Company's
website at http://www.cmetele.com/

                          *   *   *

As reported in the Troubled Company Reporter's February 19, 2004
edition, CME Telemetrix is continuing to pursue strategic
initiatives, which include ongoing discussions with potential
partners and the exploration of merger and acquisition
opportunities. Also, to manage its cash position, management gave
working notice to substantially all of its employees of their
termination. This action ensures that should the Company not be
able to secure adequate short-term and long-term financing it will
not be liable for statutory termination payments.

"We regret having to take this action in light of the tremendous
dedication and loyalty our employees have demonstrated," said
Duncan MacIntyre, President and Chief Executive Officer. "We
remain committed to our goal of developing non-invasive blood
monitoring devices that will improve the quality of life of
millions of people, but in order for our scientists to continue
this vital work we must secure additional capital resources."

In the event that a financing solution is not found in the coming
weeks, the Company will take further steps to wind down
operations.


CONSOLIDATED CARE: Trade Halt Continues Pending Clarification
-------------------------------------------------------------
The Toronto Securities Exchange orders the extension of trade halt
order for Consolidated Care Point Medical Centres Ltd. that was
issued on July 5, 2004, effective at 10:06 a.m. on July 13, 2004.
The trade halt order remains halted pending clarification of
company affairs

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


COUNTRYWIDE HOME: Fitch Takes Various Rating Actions on RMB Notes
-----------------------------------------------------------------
Fitch Ratings has upgraded four, affirmed fifteen, downgraded
four, and placed one class on Rating Watch Negative from the
following Countrywide Home Loans, Inc. 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 'B' from 'BB';
               --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.


CRESCENT REAL: Releasing Second Quarter 2004 Results on August 3
----------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) will release its
second quarter 2004 earnings results before the market opens on
Tuesday, Aug. 3, 2004. The Company will also host a conference
call and audio webcast, both open to the general public, at 10:00
a.m. Central Time on Tuesday, Aug. 3, 2004, to discuss the second
quarter results and provide a Company update.

To participate in the conference call, please dial 800-818-4442
domestically or 706-679-3110 internationally, or you may access
the audio webcast on the Company's website --
http://www.crescent.com/-- in the Investor Relations section.  
During the call, reference will be made to a presentation that
will also be posted on the Company's website.

A replay of the conference call will be available through Aug. 17,
2004, by dialing 800-642-1687 domestically or 706-645-9291
internationally with a passcode of 8752623. The webcast and
presentation will be available on Crescent's website.

                  About the Company

Celebrating its tenth year, Crescent Real Estate Equities Company
(NYSE:CEI) is one of the largest publicly held real estate
investment trusts in the nation. Through its subsidiaries and
joint ventures, Crescent owns and manages a portfolio of more than
75 premier office buildings totaling more than 30 million square
feet primarily located in the Southwestern United States, with
major concentrations in Dallas, Houston, Austin, Denver, Miami and
Las Vegas. In addition, Crescent has investments in world-class
resorts and spas and upscale residential developments. For more
information, visit the Company's website at
http://www.crescent.com/

                     *   *   *

As reported in the Troubled Company Reporter's July 2, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit ratings on Crescent Real Estate Equities Co. and its
operating partnership, Crescent Real Estate Equities L.P., to
'BB-' from 'BB'. In addition, the rating on the company's senior
unsecured notes is lowered to 'B' from 'B+', and the rating on the
company's preferred stock is lowered to 'B-' from 'B'. The outlook
is revised to stable from negative.

"The lowered ratings reflect office market conditions that remain  
persistently weak, pressuring Crescent's highly concentrated  
portfolio," said Standard & Poor's credit analyst Elizabeth  
Campbell. "They also reflect tenant concentration concerns, an  
aggressive financial profile with weak coverage measures, limited  
financial flexibility, and a high dividend payout ratio."


CROMPTON CORPORATION: S&P Lowers Corporate Credit Rating to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Middlebury, Connecticut-based Crompton Corp. to 'BB-'
from 'BB'. The outlook is negative.

The downgrade of this specialty chemicals and polymer products
producer reflects ongoing concerns regarding the recovery of cash
flow protection measures to a level appropriate for the former
rating.

"The extent of the expected earnings rebound this year is
uncertain, and the company's ability to reduce the large debt load
through discretionary cash flows and thus aid in the strengthening
of the financial profile is limited," said Standard & Poor's
credit analyst Wesley E. Chinn.

The ratings on existing senior notes and debentures are also
lowered to 'BB-' from 'BB'. The ratings on this senior unsecured
debt face the potential of a further downgrade, pending the
outcome of discussions to obtain a new revolving credit agreement,
which will likely be in an advantaged and secured position,
potentially weakening the existing noteholders' recovery prospects
in the event of a default.

The ratings on Crompton reflect the vulnerability of its operating
margins and earnings to competitive pricing pressures, raw
materials costs, and the cyclicality of its markets; and weak cash
flow protection measures. The ratings also incorporate the
company's sizable unfunded pension and retirement medical benefit
obligations, rubber chemicals litigation, and significant
refinancing requirements given the maturity of its $300 million
credit facility in October 2004 and $350 million of notes due in
March 2005. These aspects are somewhat tempered by an array of
complementary specialty and industrial chemical products, and
substantial geographic diversity of sales.

Key products include PVC additives, polymerization inhibitors,
aluminum alkyl catalysts, EPDM, castable urethane, lubricant
additives, and miticides. Markets served include automotive,
construction, agriculture, packaging, and industrial rubber. A
good applications-driven technology base supports the company's
leading market positions in a meaningful number of the specialty
chemical and plastic additives niches in which it competes. On the
other hand, a significant portion of the business portfolio is
comprised of product lines where current results are depressed and
long-term prospects appear less than favorable, or where certain
customers and products are generating inadequate earnings. During
the next few years, Crompton's sales mix and profitability are
expected to benefit from new management's comprehensive product-
by-product review in every business segment; this review will
likely lead to restructuring actions, customer and product
rationalization, and the shedding of non-core businesses.


CUMMINS INC: Midwest Generation President G. Nelson Joins Board
---------------------------------------------------------------
Cummins Inc. (NYSE:CMI) has elected Georgia Nelson, President of
Midwest Generation EME LLC, to the Company's Board of Directors.
Ms. Nelson, whose term begins immediately, becomes the eighth
member of the Cummins Board.

Ms. Nelson has been President of Midwest Generation since the
company's formation as a subsidiary of Edison Mission Energy in
1999. Midwest Generation, headquartered in Chicago, is one of the
largest independent power producers in the United States. The
company primarily produces electricity to be sold wholesale on the
open market, and owns 12 power generation facilities in Illinois
and supervises the operation of a facility in Western
Pennsylvania.

Ms. Nelson also serves as General Manager of Edison Mission Energy
- Americas, overseeing 16 Edison Mission facilities outside
Illinois in addition to Edison Marketing and Trading, a Boston-
based energy marketing subsidiary.

"We're excited to have Georgia join the Board of Directors," said
Cummins Chairman and CEO Tim Solso. "She is a seasoned executive
whose experience in the power generation industry will be
especially valuable to Cummins. We look forward to her
contributions and counsel."

Ms. Nelson will serve on the Board's Finance committee and
Environment and Technology committee. Her current term will run
through the Company's next annual meeting, which is scheduled for
April 2005. All Cummins directors are elected annually. Two
Cummins Directors - Lead Director Frank Thomas and Walter Elisha -
retired from the board in April.

Ms. Nelson also serves as a Director for Tower Automotive Inc. and
has served on the Executive Committee of the National Coal
Council, an advisory committee to the Department of Energy, for
the past two Presidential administrations. She is a trustee of the
Manufacturers Alliance, a director of the Chicagoland Chamber of
Commerce and is active in a number of other Chicago-area business
organizations.

She earned a bachelor's degree from Pepperdine University and her
MBA from the University of Southern California.  Ms. Nelson and
her husband live in Chicago.

Cummins Inc., a global power leader, is a corporation of
complementary business units that design, manufacture, distribute
and service engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems. Headquartered in
Columbus, Indiana, (USA) Cummins serves its customers through more
than 680 company-owned and independent distributor locations in
137 countries and territories. Cummins also provides service
through a dealer network of more than 5,000 facilities in 197
countries and territories. With more than 24,000 employees
worldwide, Cummins reported sales of $6.3 billion in 2003. Press
releases can be found by accessing the Cummins home page at
http://www.cummins.com/

                        *   *   *

As reported in the Troubled Company Reporter's May 28, 2004
edition, Fitch Ratings affirms the senior secured debt rating of
Cummins Inc. at 'BB+', the senior unsecured rating at 'BB-', and
the preferred rating at 'B+'. The Rating Outlook has been revised
to Stable from Negative, reflecting positive developments related
to both economic fundamentals and Cummins' competitive position.

Concerns remain surrounding the ability of Cummins to restore
profit margins and cash flow generation to historic levels,
especially in the face of unrelenting technological competition
being driven by changes mandated by the Environmental Protection
Agency (EPA). Additional concerns include the impact of continuing
industry vertical integration in the vital Class 8 truck market
and the impact of pensions/OPEB on the business.

Over the last year economic trends have improved substantially.
The impact of this is being felt through most of Cummins' end
markets with Q1 year-over-year sales up 40% in the Engine segment,
38% in the Power Generation segment, 37% in the Filtration/Other
segment, and 26% in the International Distributor segment. These
higher sales figures, when combined with cost cutting and
efficiency efforts, resulted in a substantial improvement in 1st
quarter income and cash-flow ($33 million in Q1 2004 net income
vs. a loss of $31 in Q1 2003). Expectations for the balance of the
calendar year are up dramatically, albeit less than Q1 rates due
to factors to include the impact of the 2002 engine pre-buy
episode. Expectations are for sales to be up 10%-15% while income
is projected to likely triple. These projections are based not
only upon the improving revenue picture, but also better cost
efficiency due to improving economies of scale and general cost
cutting.


DEXTERITY SURGICAL: Employs Fulbright & Jaworski as Attorneys
-------------------------------------------------------------
Dexterity Surgical, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the Southern District of Texas, Houston
Division, to retain Fulbright & Jaworski LLP as their general
bankruptcy counsel.

Fulbright & Jaworski will:

   a. advise and consult with Dexterity as to its powers and
      duties in the continued operation of its business and
      management of its properties in compliance with all
      applicable laws during bankruptcy;

   b. take actions as may be necessary to preserve and protect
      the Dexterity's assets, including, if required by the
      facts and circumstances, the prosecution of adversary
      proceedings and other actions on Dexterity's behalf, the
      defense of actions commenced against Dexterity,
      negotiations concerning litigation in which Dexterity is
      involved, objections to the allowance of any objectionable
      claims filed against Dexterity's estate and estimation of
      claims against the estate, where appropriate;

   c. prepare, on behalf of Dexterity, necessary applications,
      motions, complaints, adversary proceedings, answers,
      orders, reports, and other pleadings and legal documents,
      in connection with matters affecting Dexterity and its
      estate;

   d. assist Dexterity in the development, negotiation and
      confirmation of a chapter 11 plan of reorganization and
      the preparation of a disclosure statement in respect
      thereof; and

   e. perform other legal services that Dexterity may request in
      connection with this chapter 11 case and pursuant to the
      Bankruptcy Code.

Fulbright & Jaworski's hourly billing rates range from

         Designation                Billing Rate
         -----------                ------------
         partners                   $325 to $625 per hour
         senior associates          $255 to $420 per hour
         senior counsel             $300 to $545 per hour
         counsel                    $170 to $440 per hour
         associates                 $190 to $345 per hour
         patent agents              $155 to $250 per hour
         of counsel                 $350 to $660 per hour
         legal assistants           $33 to $255 per hour
         senior legal assistants    $110 to $195 per hour

The specific professionals who will represent the Debtors and
their hourly rates are:

         Professionals              Billing Rate
         -------------              ------------
         Zack A. Clements           $595 per hour
         Steve A. Peirce            $325 per hour
         Andy Black                 $295 per hour
         Janet Drewry               $325 per hour
         Kim Ray                    $115 per hour

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.


DT INDUSTRIES: Completes Sale of Certain Assets to Assembly & Test
------------------------------------------------------------------
DT Industries, Inc., consummated the sale of substantially all of
the assets of its Detroit Tool and Engineering Company, Assembly
Technology & Test, Inc. and Advanced Assembly Automation, Inc.
subsidiaries, and all of the issued and outstanding capital stock
of its DT Assembly & Test Europe GmbH subsidiary in Neuwied,
Germany to Assembly and Test Worldwide, Inc., which is owned by
Thompson Street Capital Partners L.P., and certain former members
of management of the subsidiaries that were sold.

The sale was conducted pursuant to an auction process under the
supervision of the United States Bankruptcy Court for the Southern
District of Ohio-Dayton and was approved by the Bankruptcy Court
on June 30, 2004. The Company will use the net proceeds from the
transaction, some of which has been escrowed pending resolution of
certain matters, to pay outstanding obligations, including a
portion of the outstanding indebtedness under its bank credit
facility. The Company will attempt to sell the assets that remain
in the bankruptcy estate, as well as the assets of its Assembly &
Test Europe Limited subsidiary that is still operating in
Buckingham, U.K. The Company does not expect proceeds from these
asset sales to be available for distribution to common
stockholders.

Headquartered in Dayton, Ohio, DT Industries, Inc. --  
http://www.dtindustries.com/-- is an engineering-driven designer,   
manufacturer and integrator of automated systems and related  
equipment used to manufacture, assemble, test or package  
industrial and consumer products.  The Company filed for chapter  
11 protection on May 12, 2004 (Bankr. S.D. Ohio Case No.  
04-34091).  Ronald S. Pretekin, Esq., at Coolidge Wall Womsley &  
Lombard represents the Debtors in their restructuring efforts.   
When the Company filed for protection from their creditors, they  
listed $150,593,000 in total assets and $142,913,000 in total  
debts.


EL PASO: Northern Star Buys 4 Power Plants for $226.4 Million Plus
------------------------------------------------------------------
Northern Star Generation, LLC acquired four power plants from El
Paso Merchant Energy (EPME), a unit of El Paso Corp., for
approximately $226.4 million and the assumption of approximately
$39 million in consolidated non-recourse debt.

Northern Star is owned equally by AIG Highstar Generation LLC and
by the Ontario Teachers' Pension Plan through its subsidiary OTPPB
US Power LLC. AIG Highstar Generation LLC is owned by AIG Highstar
Capital II, L.P. (Highstar II) and other co-investors. Highstar II
is a private equity fund sponsored by AIGGIG. AIG Financial
Products Corp. (AIG-FP) provided the acquisition financing and
worked closely with Northern Star in evaluating the projects and
negotiating the acquisition terms. Additionally, in its role as
exclusive restructuring agent, AIG-FP will use its expertise to
restructure certain assets in an effort to optimize the return of
the portfolio.

The four power plants, located in Massachusetts, Pennsylvania,
Florida and Nevada, are the first to be acquired of up to 25 power
plants that Northern Star agreed to purchase from EPME for up to
$746 million. Additional closings related to the remaining power
plants are expected to be completed during the third quarter of
2004. Northern Star has built an experienced management team to
manage and help maximize the value of the power plants it is
acquiring from EPME.

AIGGIG Chairman and CEO Win Neuger said, "this successful first
closing demonstrates the value of our relationship with Ontario
Teachers' and highlights AIGGIG's strategy of investing in assets
with long term contracts and stable cash flows on behalf of our
clients."

Robert Bertram, Ontario Teachers' Executive Vice President
Investments said, "the long-term power sales agreements are
expected to produce stable cash flows and are well suited to our
growing infrastructure portfolio. We believe these investments
will provide stable, long-term returns to help us pay pensions to
the teachers of Ontario."

AIG Global Investment Group (AIGGIG) comprises a group of
international investment adviser companies which provide advice,
investment products and asset management services to clients
around the world. The members of AIGGIG are subsidiaries of
American International Group, Inc. (AIG).

AIG is the world's leading insurance and financial services
organization, with operations in more than 130 countries and
jurisdictions. AIG member companies serve commercial,
institutional and individual customers through the most extensive
worldwide property-casualty and life insurance networks of any
insurer. In the United States, AIG companies are the largest
underwriters of commercial and industrial insurance and AIG
American General is a top-ranked life insurer. AIG's global
businesses also include financial services, retirement services
and asset management. AIG's financial services businesses include
aircraft leasing, financial products, trading and market-making.
AIG's growing global consumer finance business is led in the
United States by American General Finance. AIG also has one of the
largest U.S. retirement services businesses through AIG SunAmerica
and AIG VALIC, and is a leader in asset management for the
individual and institutional markets, with specialized investment
management capabilities in equities, fixed income, alternative
investments and real estate. AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in London,
Paris, Switzerland and Tokyo.

The Ontario Teachers' Pension Plan is one of Canada's largest
financial institutions with net assets of C$75.7 billion. With a
solid track record of investment in Canada and worldwide since it
was created in 1990, Ontario Teachers' invests to secure the
retirement income of 250,000 active and retired teachers in the
province of Ontario, Canada. Ontario Teachers' is actively seeking
opportunities to expand its C$1.9 billion portfolio of global
infrastructure and timberland assets.

                     About El Paso Corp.
  
El Paso Corporation provides natural gas and related energy  
products in a safe, efficient, dependable manner. The company
owns North America's largest natural gas pipeline system and one
of North America's largest independent natural gas producers.   
  
As previously reported, Standard & Poor's Ratings Services lowered  
its corporate credit rating on natural gas pipeline and production  
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-  
expected write-down of the company's oil and natural gas reserves.  
The outlook remains negative.  
  
For more information, visit http://www.elpaso.com/


ENRON: Pennsylvania Univ. Asks Court to Reconsider $750K Claim
--------------------------------------------------------------
On February 10, 2001, Enron Corporation entered into an agreement
with the Trustees of the University of Pennsylvania.  Under the
Agreement, Enron agreed to contribute $1,000,000 to the
University in four equal annual installments of $250,000, with
the first payment becoming due in April 2001.

The Debtors paid $250,000 to the University in April 2001.
However, Richard J. Pelliccio, Esq., at Schnader Harrison Segal &
Lewis, LLP, in New York, points out that Enron has not made any
other payments besides that.  As of the Petition Date, Enron
still owed the University $750,000.

The University and its attorneys received several notices of the
Bar Date, together with pre-printed proof of claim forms.  On
October 10, 2002, the University filed Claim No. 808800 against
Enron for $750,000.

In September 2003, the Debtors objected to the University's Claim
and listed it in their Omnibus Objection under the name of
"Trustees of the Univ of PA, the."

The Debtors served the Objection to the University's counsel so
that it was received on September 29, 2003.  The legal assistant
charged with reviewing the pleadings in the Debtors' bankruptcy
cases promptly reviewed the Omnibus Objection.  Unfortunately,
Mr. Pelliccio tells the Court that all pleadings were reviewed
for references to the "University of Pennsylvania" and
"Pennsylvania," not for references to "Trustees of the Univ of
PA, the."  Accordingly, Enron's objection to the Proof of Claim
was not discovered and the University did not respond to the
Omnibus Objection.  By Court Order dated November 6, 2003, the
Proof of Claim was deemed disallowed and expunged.  It wasn't
until March 2004 that the University found out that the Court
expunged its Claim.

Pursuant to Sections 105 and 502(j) of the Bankruptcy Code and
Rule 3008 of the Federal Rules of Bankruptcy Procedure, the
University asks the Court to reconsider its Order expunging Claim
No. 808800.

Mr. Pelliccio explains that the request is without prejudice to
the University's administrative expense claim for amounts
becoming due under the Agreement after the Petition Date and
without prejudice to its right to file a proof of claim for
rejection damages in the event Enron rejects the Agreement.  The
request is also without prejudice to the Debtors' rights to
object to the University's Proof of Claim on any ground other
than the University's timeliness in responding to the Omnibus
Objection.

Mr. Pelliccio asserts that the Court should reconsider its Order
because:

   (a) the University acted promptly and reasonably upon
       discovery of the Omnibus Objection and the resulting delay
       was slight;

   (b) the Debtors and their creditors will not suffer any
       prejudice by allowance of the Claim;

   (c) allowance of the Claim will have no effect on the
       efficient judicial administration of Enron's cases;

   (d) the University has acted in good faith; and

   (e) other factors weigh in favor of granting the request,
       including, but not limited to the fact that the University
       has a meritorious claim; the University should not be
       penalized for the inadvertence of their counsel; and the
       Omnibus Objection effectively was a default judgment that
       are highly disfavored where issues can be litigated on the
       merits. (Enron Bankruptcy News, Issue No. 116; Bankruptcy      
       Creditors' Service, Inc., 215/945-7000)


ENRON CORP: S. Bhatnagar Wants Protective Order Barring Discovery
-----------------------------------------------------------------
Sanjay Bhatnagar was an Enron Corporation employee who left the
Company in February 2001.  In January 2001, Mr. Bhatnagar
exercised certain non-statutory options to purchase Enron common
stock through a cashless exercise program Enron sponsored.  The
cash proceeds of these option exercises, totaling $15,456,290,
were deposited in an account in Mr. Bhatnagar's name at UBS
PaineWebber.  In accordance with the withholding requirements
under the Enron stock option plan, in addition to Treasury
Department requirements, $6,256,057 of the proceeds of Mr.
Bhatnagar's option exercise were withdrawn from his UBS
PaineWebber account and wired to an Enron withholding account.

             Enron's Treatment of the Withheld Taxes

In January 2002, P. Bradley O'Neill, Esq., at Kramer Levin
Naftalis & Frankel, LLP, in New York, relates that Enron issued a
form W-2 to Mr. Bhatnagar for the tax year 2001.  Although Mr.
Bhatnagar had received proceeds of $15,456,290 from the exercise
of his stock options alone -- exclusive of salary and other
compensation -- the 2001 W-2 indicated that that Enron had paid
him taxable wages, tips, and other compensation of only
$10,280,838.  Despite withholding over $6,200,000 from the stock
option exercise and reporting compensation of almost $10,300,000,
the W-2 further indicated that Enron had withheld federal income
tax of only $144,627.  Instead of reflecting the correct amounts
of income earned and withholding paid by Mr. Bhatnagar, Mr.
O'Neill notes that the amounts stated in the W-2 appeared to
correspond to amounts that PriceWaterhouseCoopers calculated
would have been due to Mr. Bhatnagar under the terms of a Tax
Equalization Program operated by Enron, even though Mr. Bhatnagar
was not properly a part of the Tax Equalization Program since
that program, by its terms, did not apply to the proceeds of
stock option exercises over $100,000.

               Enron Seeks Authorization to Pay the
                 Withheld Funds to the Government

Upon receiving his 2001 W-2, Mr. Bhatnagar recognized that Enron
misreported the amount of his income and the federal taxes Enron
withheld from that income.  He and his representatives repeatedly
contacted Enron to obtain a corrected W-2 reflecting the proper
amounts of his income and federal withholding for the tax year
2001.  Mr. Bhatnagar further sought to have Enron pay the
withheld funds to the United States Treasury.

On March 28, 2003, Mr. O'Neill reports, the Debtors finally
responded to Mr. Bhatnagar's efforts, filing a motion for an
order further modifying the Employee Order to allow for the
payment of an "additional $6.12 million in Payroll Taxes to the
appropriate taxing authority."  On May 6, 2003, the Official
Committee of Unsecured Creditors objected to the Debtors'
request, asserting that the Funds were withheld under the Tax
Equalization Program and were not withholding taxes.  After that,
without offering any rationale to Mr. Bhatnagar other than a
stated desire to avoid conflict with the Committee, the Debtors
withdrew the Motion.

According to Mr. O'Neill, Mr. Bhatnagar made extensive efforts
over a period of one year to persuade the Committee to drop its
objections and the Debtors to reassert the motion.  When it
became clear that these efforts would not be successful, on
March 5, 2004, Mr. Bhatnagar filed IRS Form 4852 with the IRS
requesting Enron to issue him a corrected W-2 for the tax year
2001 and filed an amended IRS Form 1040 for tax year 2001.  The
IRS is currently reviewing those submissions.

                      Mr. Bhatnagar's Claim

On October 15, 2002, Mr. Bhatnagar filed Claim No. 18582,
asserting a priority tax claim under Section 507(a)(8) of the
Bankruptcy Code in respect of the Withheld Funds.  On
February 20, 2004, the Committee objected to the Proof of Claim,
arguing that only governmental entities have standing to pursue
priority tax claims under Section 507(a)(8).  The Committee
further argued that Mr. Bhatnagar's Proof of Claim was
unsupported by sufficient documentation and should be
reclassified as an unsecured claim.

Mr. Bhatnagar did not dispute that he did not have standing to
pursue priority tax claims and requested leave to amend the Proof
of Claim to assert that, if it were finally determined that the
Withheld Funds were not federal income tax withholding, then he
would have an unsecured claim for the amounts withheld from his
stock option exercise in 2001 and amounts otherwise payable to
him or for his benefit or his account.  On April 26, 2004, the
Court deemed Mr. Bhatnagar's Proof of Claim amended to assert a
contingent unsecured claim.

                   Committee's Document Request

The Committee asked Mr. Bhatnagar for documents to substantiate
his amended claim.  The Committee's informal document request did
not comply with the requirements of Rule 34 of the Federal Rules
Civil Procedure and purported to require production within 10
days.

On June 4, 2004, after the parties had concluded negotiation of
an agreed confidentiality order and submitted that order to the
Court for signature, Mr. Bhatnagar produced documents to the
Committee substantiating his proof of claim.  Mr. O'Neill reports
that Mr. Bhatnagar produced account statements showing that $6.2
million in proceeds from the exercise of his stock options in
January 2001 was withdrawn from his account at UBS Paine Webber
and transferred to an Enron account.  Mr. Bhatnagar also produced
a settlement calculation prepared by PwC at Enron's expense,
documenting the amounts to which Mr. Bhatnagar would have been
entitled had he properly been included in the Tax Equalization
Program, as well as his prior communications with the Committee
explaining the basis of his claims concerning the proper
characterization of the Withheld Funds and the application of the
Tax Equalization Program.

Because the 2001 Tax Return constitutes highly confidential
personal information and the Committee cannot show that it is
relevant to his contingent unsecured claim, Mr. Bhatnagar asks
the Court to enter a protective order protecting the 2001 Tax
Return from production.

The Committee explained that it seeks the 2001 Tax Return to
determine whether Mr. Bhatnagar has already paid all taxes due in
respect of his 2001 income.  The Committee asserts that if Mr.
Bhatnagar has paid the taxes, then the Withheld Funds may not
properly be treated as federal income tax withholding.  In
addition, the Committee also argues that Mr. Bhatnagar's tax
returns are necessary to evaluate whether any foreign country
withheld taxes from his income in 2001.  If that's the case, the
Committee asserts that Enron would not have been required to
withhold taxes from his income in 2001.

"Those assertions cannot satisfy the Committee's burden to
establish the discoverability of the 2001 Tax Return and related
documents," Mr. O'Neill says.

According to Mr. O'Neill, the purpose for which the Committee
seeks the 2001 Tax Return and related documents is not relevant
to Mr. Bhatnagar's contingent unsecured claim.  The claim, as
amended, does not require proof that the Withheld Funds are
federal income tax withholding, only that the funds were actually
removed from Mr. Bhatnagar's account and held by Enron.
Moreover, the claim Mr. Bhatnagar asserts is contingent on a
determination, by the IRS or on appeal, that the Withheld Funds
are not withholding taxes.  In short, Mr. O'Neill contends that
what the Committee seeks to prove with the 2001 Tax Return --
that the contingency in the Proof of Claim has occurred and that
Mr. Bhatnagar's claim has therefore arisen -- would not be a
basis for objecting to Mr. Bhatnagar's claim.  If anything, it is
a basis for allowing that claim.

Furthermore, the 2001 Tax Return and related documents are in no
way necessary to support Mr. Bhatnagar's contingent unsecured
claim, let alone the sole source of information.  Mr. Bhatnagar
has produced documents reflecting Enron's withdrawal of over $6.2
million from his UBS Paine Webber account.  The Debtors have
acknowledged that they did make the withdrawal.  Mr. Bhatnagar
has also produced a calculation documenting the amounts that PwC
calculated would have been payable to him had he properly been
included in the Tax Equalization Program as well as his prior
communications with the Committee explaining the basis of his
claims concerning the proper application of the Tax Equalization
Program.  Thus, the Committee has no basis to argue that the
information necessary to support Mr. Bhatnagar's contingent
unsecured claim may be found only in the 2001 Tax Return.

For these reasons, Mr. O'Neill asserts that the Court should
enter a protective order barring discovery of the 2001 Tax
Return.  (Enron Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON CORPORATION: Sues 25 Creditors to Recover $3,493,516
----------------------------------------------------------
On or within 90 days before the bankruptcy petition date, the
Enron Corporation Debtors made, or caused to be made, transfers to
25 creditors:

   Creditor                                          Amount
   --------                                          ------
   Unisorb                                         $318,493
   Unaflex                                           86,900
   Two Town Center                                   23,326
   Turbo Gen Consultants, Inc.                       24,147
   Turbine Air Systems, Ltd.                         49,920
   Tri-Tech Energy Services, Inc.                    48,757
   Tri-C Resources                                  206,117
   Tri Star Industrial Company                       42,408
   Tresco Consoles                                   20,245
   Tranter Phe, Inc.                                400,104
   Trane Company                                    214,600
   TIAA-780 Third Avenue                            226,437
   Thomas B. Crushing Demolition                     65,880
   Thermo Web Systems, Inc.                          66,405
   Thermo Plumbing & Heating, Inc.                   24,800
   Thermo Black Clawson, Inc.                        21,676
   Thermal Engineering International                776,599
   The Wheatstone Energy Group                      296,980
   The Westar Company                                53,074
   The Stoner Group                                  94,805
   The Stellar Group                                305,011
   The Scruggs Company                               43,970
   The Keystone Center                               20,000
   The Johnston Dandy Company                        32,440
   The Broadmoor                                     30,422
                                              -------------
       TOTAL                                     $3,493,516

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

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

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

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

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

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

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

       -- the Transfers had not been made; and

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

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

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

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

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

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

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

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

Accordingly, the Debtors ask the Court to:

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

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

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

  (iv) award them attorneys' fees, costs and other expenses
       incurred. (Enron Bankruptcy News, Issue No. 116; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Wants to Expand Ernst & Young's Services
-------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates seek
Bankruptcy Court authority to modify the scope of Ernst & Young,
LLP's continued employment to include certain services for the
year ending December 31, 2004.

According to David M. Sherbin, the Debtors' Senior Vice
President, General Counsel and Secretary, Ernst & Young will
continue to provide the Employee Tax Compliance Services,
International Assignment Management Services and International
Assignment Tax Advisory Services for 2004.  The firm's fees for
these services will be modified to reflect ordinary course rate
adjustments.

A. Individual Employee Tax Compliance Services

   (a) Participant Related Services

       (1) Tax Return Services                              Fees
           -------------------                              ----
           * Annual Basic U.S. Federal Income
             Tax Return                             $1,400-2,100
             -- Transfer Year Premium                        420

           * State and Local Basic Income Return
             -- State 1                                      480
             -- Additional states                            400
             -- Local 1                                      450

           * April 15th extensions with tax projection       300

           * April 15th extensions with no tax projection    N/C

           * Each additional extension                       150

           * Annual Program Administration per Assignee    1,200

           * Tax Equalization Calculation (expatriates)      450

           * Tax True-Up Calculations (inpatriates)          400

           * Amended returns for Foreign Tax Credit
             carry/back                                      900

       (2) Supplemental Tax Assistance Services

           * Prepare annual U.S. federal or state returns
             requiring complex calculations or containing complex
             forms, multiple K-1s, rentals, and etc.;

           * Respond to correspondence audits/inquiries from
             federal and state tax authorities;

           * Track tax equalization settlements;

           * Response to basic tax questions -- returns and TEQs;

           * Missing tax information follow-up (hourly fees apply
             after second request); and

           * Preparation of NLC letters.

           Supplemental tax assistance will be separately
           identified and billed directly to the Debtors at
           hourly rates, according to fee schedule in effect at
           the time the services are rendered, plus expenses.

       (3) Additional services, with specific request required

           * State and Local Income Tax Returns not due to
             Company Assignment;

           * Children's or other dependents' Tax Returns;

           * U.S. Domicile Ruling Requests; and

           * Tax Returns relating to household employees.

       (4) Services Not Covered, unless specifically requested

           * Retirement, insurance, financial or estate planning;
           * Personal tax planning;
           * Gift tax returns;
           * Financial counseling concerning stock options; and
           * Investment advice.

       (5) Billing Schedule of Compliance Services

           * Detroit tax return services will be billed on a
             monthly basis subject to the Court's fee application
             procedures;

           * No foreign office services are covered under the
             agreement;

           * Supplemental tax assistance will be billed on an
             hourly basis as incurred.  The fees will be billed
             based on Ernst & Young's current rate schedule,
             which is effective for the period January 1 through
             December 31, 2004:

                Professional                        Fees
                ------------                        ----
                Partners and Principals             $500
                Senior Managers                      400
                Managers                             280
                Seniors                              225
                Staff                                150
                Client Serving Specialist             90

B. International Assignment Management Services

   Senior Manager Elizabeth Keppel will lead a team in providing
   International Assignment Program Services.

   (a) Participants Related Services

       (1) Ernst & Young will perform these services for the
           Calendar Year 2004 at these fees:

                                                        Fees
           Services                                Per Individual
           --------                                --------------
           Pre-assignment tax briefing/
           Repatriation meeting                           $350
           Tax equalization briefing                       350
           Combination briefings                           600
           Hypothetical tax withholding calculation
              Initial                                      250
              Update                                       150
           Balance Sheet Preparation             
              Initial                                      300
              Update                                       200
           Unblock FIT & SIT                          Included
           Certificate of Coverage -- Application          250
           Certificate of Coverage -- Tracking             N/C
           ORC Report Management                           N/C
           Individual Taxpayer Identification Number
           applications                                250-350

           Expenses will separately identified and billed.

       (2) The Supplemental Assignment Management Services will
           be separately identified and billed.

           * Adjustment/Consulting/Preparation of W-4;
           * Tax Equalization Tracking;
           * Tax gross-ups, as required;
           * Response to administrative policy questions --
             returns/TEQs/gross-ups;
           * Analysis of TEQ or gross-up results/explanation of
             balance due;
           * Assignment cost production;
           * Compensation tracking; and
           * Compensation review.

   (b) General Tax Consulting Services for the Company related to
       expatriate Services will be provided at agreed hourly
       rates plus expenses.

   (c) Supplemental Assignment Management Services will be billed
       on an hourly basis at Ernst & Young's current rates
       schedule.

C. International Assignment Tax Advisory Services

   (a) Tax Advisory Services for Federal-Mogul's International
       Assignment Program for 2004:

       * Tax projections;
       * Payroll advisory;
       * Net to net calculations;
       * Compensation structure and delivery advisory; and
       * General international assignment tax advisory as
         requested by the company.

       Tax Advisory services will be billed on an hourly basis as
       incurred at Ernst & Young's current rate schedule.
       Expenses will be billed separately.

Ernst & Young Partner Kevin F. Asher assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

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)


FISHER SCIENTIFIC: Extends Apogent Debt Exchange Offer to Aug. 2
----------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) and Apogent
Technologies Inc. (NYSE: AOT) are extending the expiration date
for the exchange offer and consent solicitation relating to
$345 million of Apogent's Floating Rate Senior Convertible
Contingent Debt Securities due 2033 and the exchange offer
relating to $300 million of Apogent's 2.25% Senior Convertible
Contingent Debt Securities due 2021 in connection with the planned
merger between Fisher and Apogent.

The exchange offer and consent solicitation relating to the
Floating Rate Senior Convertible Contingent Debt Securities and
the exchange offer relating to the 2.25 percent Senior Convertible
Contingent Debt Securities, both previously scheduled to expire at
5 p.m. Eastern Daylight Time (EDT) on July 16, 2004, will now
expire at 5 p.m. EDT on August 2, 2004, unless extended or
terminated earlier.

The exchange fees for both exchange offers are being increased by
0.25 percent to a total of 0.50 percent of the principal amount of
Convertible Contingent Debt Securities tendered prior to the
expiration date. The consent fee related to the Floating Rate
Convertible Contingent Debt Securities exchange offer remains at
0.60 percent. The exchange offers are each being made pursuant to
a preliminary prospectus dated July 13, 2004, and related amended
letter of transmittal, which more fully set forth the terms of the
exchange offer.

As of 5 p.m. EDT on July 13, 2004, $132.043 million aggregate
principal amount of the Floating Rate Senior Convertible
Contingent Debt Securities had been tendered for exchange. As of 5
p.m. EDT on July 13, 2004, $169.732 million aggregate principal
amount of the 2.25 percent Senior Convertible Contingent Debt
Securities had been tendered for exchange.

The exchange offers are subject to various conditions, including
completion of the merger, as described in the preliminary
prospectuses.

Neither Fisher nor Apogent will receive any proceeds from the
issuance of the new Convertible Senior Debentures in the exchange
offers.

Goldman, Sachs & Co. is acting as dealer manager, Innisfree M&A
Incorporated is the information agent, and The Bank of New York is
the exchange agent for the exchange offers. Copies of the
registration statements, including the preliminary prospectuses,
amended letters of transmittal and other materials related to the
exchange offers, as amended, may be obtained at no charge from
Innisfree by calling 888-750-5834 or from the Securities and
Exchange Commission's Web site at www.sec.gov. All questions
relating to the mechanics of the exchange offers should be
directed to Innisfree at 888-750-5834, or Goldman Sachs, at 800-
471-7731. The materials related to the exchange offers contain
important information that should be read carefully before any
decision is made with respect to the exchange offers.

Registration statements relating to the new Convertible Senior
Debentures have been filed with the Securities and Exchange
Commission but have not yet become effective. These securities may
not be sold nor may offers to buy these securities be accepted
prior to the time the registration statements become effective.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

As a world leader in serving science, Fisher Scientific  
International Inc. (NYSE: FSH) offers more than 600,000 products  
and services to more than 350,000 customers located in  
approximately 145 countries. Fisher's customers include  
pharmaceutical and biotech companies; colleges and universities;  
medical-research institutions; hospitals and reference labs;  
quality-control, process-control and R&D labs in various  
industries; as well as government and first responders. As a  
result of its broad product offering, electronic-commerce  
capabilities and integrated global logistics network, Fisher  
serves as a one-stop source of products, services and global  
solutions for its customers. The company primarily serves the  
scientific-research, clinical-laboratory and safety markets.  
Additional information about Fisher is available on the company's  
Web site at http://www.fisherscientific.com/  
  
                      *   *   *  
  
As reported in the Troubled Company Reporter's May 26, 2004  
edition, Standard & Poor's Ratings Services' ratings on Fisher  
Scientific  International Inc. remain on CreditWatch with positive  
implications following the company's announcement of $3.6 billion  
merger with Apogent Technologies Inc.
   
Standard & Poor's will raise its corporate credit rating on  
Hampton, New Hampshire-based life science equipment provider to  
'BBB-' from 'BB' upon the upon completion of the merger. The  
senior secured rating will be raised to 'BBB-' from 'BB+'. The  
senior unsecured rating will be raised to 'BBB-' from 'BB-' as the  
increased asset base suggests that unsecured senior creditors will  
not be disadvantaged in bankruptcy by the presence of secured  
lenders. The subordinated rating will be raised to 'BB+' from  
'B+'.


FOSTER WHEELER: Subsidiary Awarded Alliance Contract by Shell UK
----------------------------------------------------------------
Foster Wheeler Energy Limited, a subsidiary of Foster Wheeler Ltd.
(OTCBB:FWLRF), has been awarded a new Alliance contract by Shell
UK Oil Products Limited for the provision of basic design,
engineering, procurement and construction management services at
Shell's Stanlow manufacturing complex, UK. The contract will run
for a minimum period of three years with options to extend for up
to a further four years. The booking values will be recorded as
individual work orders are received.

Foster Wheeler has been Shell's Alliance partner at Stanlow for
the past seven years. During this time it has developed and
established an excellent working relationship with the Shell team
and has carried out most of the assignments on a fully integrated
basis.

The company has undertaken over 900,000 hours on 500 separate
pieces of work for Shell at Stanlow during this period, ranging in
value from a few hundred dollars for discrete specialist services
to projects in excess of $36 million for the engineering,
procurement and construction management of a new process unit with
connections to the existing plant.

The contract was won against strong competition and its award
demonstrates Foster Wheeler's commitment to set new standards in
its support of Shell. Foster Wheeler and Shell will look to raise
to new levels of excellence the quality, timeliness and cost-
effectiveness of the services provided under the Alliance.

"We are pleased to continue our Alliance relationship with Shell,
which shows our ability to deliver successful results for large
and small projects alike," said Keith Batchelor, project sponsor
and director, engineering operations, Foster Wheeler Energy
Limited. "We are aiming for even higher performance standards and
plan to build on the collective strengths of our two organizations
and the successes which our integrated team has achieved to date.
We are committed to supporting Shell's business activities and
helping Shell to meet its objectives."

Foster Wheeler has a site-based team, fully supported by its
specialists and supplementary resources from its Reading
operations center and other UK branch offices. This local service
delivery, the significant on-call resources available and Foster
Wheeler's track record for safe, successful project execution
provide a winning combination which offers the flexibility and
performance that Shell requires of its Alliance partner.

Mark Ravenscroft, manager, projects & construction, Shell UK
Limited, commented, "I look forward to continuing our successful
working relationship with Foster Wheeler and to jointly developing
the Alliance to deliver yet further improvements in the
implementation of excellent projects."

                  About Foster Wheeler

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


GREAT PLAINS: Q2 2004 Earnings Conference Call Set for July 27
--------------------------------------------------------------
Great Plains Energy Incorporated (NYSE:GXP) will hold a conference
call on Tuesday, July 27, 2004 at 9:00 AM EDT/8:00 AM CDT to
discuss second quarter results and the Company's long-term
strategic intent.

To listen to the webcast, log on to the Company's website at
http://www.greatplainsenergy.com/Click on the "Quarterly Earnings  
Webcast" icon on the home page and if you have not previously
accessed a Great Plains Energy webcast, provide the requested
information on the registration page.

A post recording will be available for one week following the
conference call at the website.

The earnings press release will be issued after the NYSE closes on
Monday, July 26, 2004.

Great Plains Energy Incorporated (NYSE:GXP), headquartered in
Kansas City, MO, is the holding company for Kansas City Power &
Light Company, a leading regulated provider of electricity in the
Midwest; and Strategic Energy LLC, an energy management company
providing load aggregation and power supply coordination.

                           *   *   *

As reported in the Troubled Company Reporter's June 8, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary rating of 'BBB-' to Great Plains Energy Inc.'s senior
and subordinated unsecured debt securities, and 'BB+' to the
trust-preferred securities filed by the energy holding company
under a $648.2 million shelf registration filed with the SEC on
April 15, 2004.

At the same time, Standard & Poor's affirmed the company's
ratings, including the 'BBB' corporate credit rating. The
affirmation incorporates the expectation that a significant
portion of any debt issuance under the shelf will be used for debt
refinancing or repayment. The outlook is stable.


GREYHOUND: S&P Puts Junk Corporate & Sr. Ratings on Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Greyhound
Lines Inc., including the 'CCC' corporate credit rating and 'CC'
senior unsecured debt rating, on CreditWatch with positive
implications. The rating action follows the announcement that
Greyhound has amended its credit facility to extend the maturity
date and reset certain financial covenants. The Dallas, Texas-
based intercity bus company has about $395 million of lease-
adjusted debt.

"The CreditWatch placement reflects recent positive developments
at the company, including ratification of a new labor contract,
the successful renegotiation of Greyhound's credit facility, and
improved operating performance," said Standard & Poor's credit
analyst Lisa Jenkins. Greyhound is owned by Laidlaw International
Inc. (BB/Stable/--). Laidlaw does not guarantee Greyhound's debt
and its financial support of Greyhound is limited to just $15
million. Greyhound is, by far, the nation's largest intercity bus
company, providing service to more than 2,600 destinations, with a
fleet of approximately 2,800 buses. However, it faces intense
competition from airlines offering low fares, automobile travel
and, in certain markets, regional bus lines and trains. Operating
performance has improved somewhat in recent months due to various
strategic initiatives, including an increased focus on yields and
reduced passenger miles in long-haul markets. Despite the
operating improvement, however, the company's financial profile
remains very weak due to the company's heavy debt burden and the
capital-intensive nature of its business. Debt/EBITDA is currently
about 5x. Greyhound continues to operate under a "going-concern"
qualification from its auditors, although management stated in a
recent 8-K filing with the SEC that it believes there is no longer
going-concern risk in the near term.

Management acknowledges that Greyhound needs to continue to
significantly improve operations and financial results. The
company is continuing to take steps to improve yields and reduce
costs. These efforts are expected to lead to further improvement
in operating performance, although the magnitude of the
improvement may be constrained by continuing challenging industry
conditions. During the first quarter of 2004, the union
representing all the company's drivers and half the mechanics
ratified a new contract that expires in January 2007. The
agreement provides for one wage increase and an increase in
benefits, but the company expects these increases to be almost
completely offset by other contract modifications. Greyhound's
underfunded pension plans heighten financial risk. These plans
were underfunded by $184 million at Dec. 31, 2003. Greyhound's
parent, Laidlaw International Inc., which emerged from Chapter 11
bankruptcy protection in June 2003, has agreed to contribute $150
million to fund the shortfall, $100 million of which has already
been funded.

Standard & Poor's will meet with management to discuss Greyhound's
near to intermediate term strategic plan and operating outlook.
There is potential for a modest upgrade if it appears that the
improvement in Greyhound's financial profile can be sustained.


HAYES LEMMERZ: Four Officers Dispose Of 13,311 Shares
-----------------------------------------------------
In separate filings with the Securities and Exchange Commission,
four officers of Hayes Lemmerz International, Inc., disclose they
recently sold or otherwise disposed of shares of common stocks in
the company:

                             Securities   Price Per   Remaining
   Officer        Title       Disposed      Share    Stocks Owned
   -------        -----      ----------   ---------  ------------
   Fred Bentley  VP-Pres.,      4,771      $14.813       7,264
                 Int'l
                 Wheels

   Michael J.    Vice-Pres.,    3,997       14.813       6,061
   Edie          Materials
                 & Logistics

   Larry         VP, HR &
   Karenko       Admin            700        14.36       2,840

   Larry         VP, HR &  
   Karenko       Admin            672        14.35       2,168

   Daniel M.     VP, Pres.        500        13.99       8,548
   Sandberg      Brakes &
                 Powertrain

   Daniel M.     VP, Pres.        100        13.98       8,448
   Sandberg      Brakes &
                 Powertrain

   Daniel M.     VP, Pres.        100        13.97       8,348
   Sandberg      Brakes &
                 Powertrain

   Daniel M.     VP, Pres.      2,471        13.95       5,877
   Sandberg      Brakes &
                 Powertrain

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


HOLLINGER INT'L: Receives Consents to Amend Senior Note Indenture
-----------------------------------------------------------------    
Hollinger International Inc.(NYSE: HLR) says that in connection
with the cash tender offer by its subsidiary Hollinger
International Publishing Inc. to purchase any and all of its
Senior Notes due 2010, Publishing has received the requisite
consents to eliminate substantially all of the restrictive
covenants in the indenture governing the Notes, as detailed in the
Offer to Purchase and Consent Solicitation Statement dated
June 24, 2004.

As of 5:00 p.m., July 13, 2004, Publishing has received tenders of
Notes and deliveries of related consents from holders of 71.25% of
the outstanding Notes.  As a result of obtaining the requisite
consents, Publishing and Hollinger International Inc. have
executed a supplemental indenture setting forth the amendments.  
The supplemental indenture provides that the amendments to the
indenture will only become operative when Publishing accepts
validly tendered Notes representing at least a majority of the
aggregate principal amount of the outstanding Notes for payment
pursuant to the tender offer. As Publishing has obtained the
requisite consents, Notes tendered may no longer be withdrawn and
consents delivered may no longer be revoked.

The tender offer commenced on June 24, 2004 and will expire at
12:00 midnight, New York City Time, on July 30, 2004, unless
extended. Closing of the tender offer is subject to the
satisfaction of certain conditions, including:

     (i)  the consummation of the sale of Telegraph Group Limited
          to Press Acquisitions Limited, which sale shall have
          generated sufficient proceeds to allow Publishing to
          repay all of its borrowings under its existing bank
          credit facility and to purchase all of the notes in the
          tender offer; and

     (ii) certain other customary conditions. Wachovia Securities
          is the exclusive Dealer Manager and Solicitation Agent
          for the tender offer and consent solicitation. Questions
          regarding the terms of the tender offer or consent      
          solicitation should be directed to Wachovia Securities
          at (704) 715-8341 or toll-free at (866) 309-6316.  The
          Depositary and Information Agent is Global Bondholder
          Services Corporation. Any questions or requests for
          assistance or additional copies of documents may be
          directed to the Information Agent at (212) 430-3774 or
          toll-free at (866) 470-3800.

         About Hollinger International Publishing Inc.

Publishing is a wholly owned subsidiary of Hollinger International
Inc., which is a leading publisher of English-language newspapers
in the United States, the U.K. and Israel with a smaller presence
in Canada.  In addition, it owns or has interests in over 250
other publications, including non-daily newspapers and magazines.  
Included among its 144 paid newspapers are the Chicago Group's
Chicago Sun-Times, the U.K. Newspaper Group's The Daily Telegraph
and the Community Group's Jerusalem Post.

                         *     *     *

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

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


IMAGING TECHNOLOGIES: Posts Increased First Quarter 2004 Revenues
-----------------------------------------------------------------
Imaging Technologies Corporation's total revenues were
$3.5 million and $379 thousand for the three-month period ended
March 31, 2004 and 2003, respectively, an increase of $3.1 million
(820%). The increase was due primarily to the addition of
temporary staffing services, which  contributed $2.9 million (83%)
of revenues in the 2004 quarter.

Total revenues for the nine-month period ended March 31, 2004 and
2003 were $9.5 million and $1.8 million, respectively, an increase
of $7.7 million (429%). As stated above in regard to the quarter
period, the increase in the nine-month period was due primarily to
the addition of temporary staffing services, which has contributed
$6.3 million (67%) of revenues in the nine month period of 2004.
Additionally, the Company had an increase of $1.7 (214%) in
Professional Employer Organization(PEO) services from the prior-
year period, which is attributed to an increase in its PEO
customer base.

PEO revenues for the three-month period ended March 31, 2004 and
2003 were $475 thousand and  $155 thousand, respectively; and
increase of $320 thousand (206%) due primarily to an  increase in
its PEO customer base.

PEO revenues for the nine month period ended March 31, 2004 and
2003 were $2.5 million and $809 thousand, respectively; an
increase of $1.7 million (210%). The increase in revenues was due
primarily to an increase in the PEO customer base.

In September 2003, the Company entered the temporary staffing
business through the organization of CallCenterHR and MedicalHR
and the acquisition of Jackson Staffing.  There  were no revenues
from temporary staffing in the 2003 fiscal year.

For the three-month and nine-month period ended March 31, 2004,
the Company had $2.9 million  and $6.2 million in revenues,
respectively from its temporary staffing business.

Sales of imaging products were generated principally from the
Company's QPI subsidiary.

For the three-month period ended March 31, 2004 and 2003, imaging
products revenues were $91  thousand and $162 thousand,
respectively, a decrease of $71 thousand (44%). The decrease in
product sales was due to the suspension of sales and marketing
activities associated with the resale of office products in order
to concentrate on color management products and services,
including ColorBlind software and PhotoMotion Images.

For the nine-month period ended March 31, 2004 and 2003, imaging
products revenues were $576 thousand and $742 thousand,
respectively; a decrease of $166 thousand (22%).The decrease in
product sales was due to the suspension of sales and marketing
activities associated with  the resale of office products as
described  above.

For the three-months ended March 31, 2004 and 2003, revenues from
software sales were $30  thousand and $62 thousand, respectively.
The reduction in software revenues was due to a delay in
completing certain versions of Imaging Technologies' software
which can be used with multiple computer operating systems.
Revenues from licenses and royalties for the periods  were
insignificant.

For the nine-months ended March 31, 2004 and 2003, revenues from
software sales were $66  thousand and $241 thousand, respectively;
a decrease of $175 thousand (73%).  The reduction  in software
revenues was due to circumstances.  Royalties from the licensing
of ColorBlind source code are insignificant and are reported as
part of software sales.

Royalties and licensing fees vary from quarter to quarter and are
dependent on the sales of  products sold by OEM customers using
the Company's technologies. These revenues continue to  decline as
Imaging Technologies has elected to transfer its ColorBlind
software to QPI,  which has accelerated product development and
begun to implement a more aggressive product  sales program.

Cost of PEO services for the three month period ended March 31,
2004 and 2003 were $384 thousand (81% of PEO revenues) and $58
thousand (37% of PEO revenues), respectively.  The  decrease in
gross profit is due primarily to increased costs of workers'
compensation insurance premiums, which could not be passed on to
clients.  These costs tend to vary from period-to-period,
depending on timing of new contracts and employee risk
classifications. However, the impact of changes in accrued payroll
taxes and workers' compensation serve to offset some of the
decrease.

For the nine month period ended March 31, 2004 and 2003, cost of
PEO services were $2.3  million (90% of PEO revenues) and $201,000
(25% of PEO revenues), respectively.  As noted above, the decrease
in gross profit is due primarily to increased costs of workers'
compensation insurance premiums, which could not be passed on to
clients.  These costs tend to vary from period-to-period,
depending on timing of new contracts and employee risk
classifications. However, the impact of changes in accrued payroll
taxes and workers' compensation serve to offset some of the
decrease.

For the three-month and nine-month period ended March 31, 2004,
the cost of temporary  staffing were $2.7 million (92% of
temporary staffing revenues) and $5.7 million (89% of temporary
staffing revenues), respectively. There were no such revenues in
the prior-year  period.

For the three-month period ended March 31, 2004 and 2003, cost of
products sold were $28  thousand (31% of product sales) and $48
thousand (30% of product sales), respectively.  Product sales
continue to decline as Imaging Technologies concentrates on other
products and  services.  The decrease in margins is not material.

For the nine month period ended March 31, 2004 and 2003, cost of
products sold were $156  thousand (29% of product sales) and $365
thousand (49% of product sales), respectively.  The  decrease in
margins is due primarily to changes in product mix and the
Company's competitive  position with customers.

For the three-month period ended March 31, 2004 and 2003, cost of
software, licenses and  royalties were $0 and $9 thousand,
respectively. Costs associated with the production of  software
and providing licenses is  negligible.

For the nine-month period ended  March  31, 2004 and 2003, cost of
software, licenses  and  royalties were $3 thousand (5% of
associated revenues) and $71 thousand (29% of associated  
revenues), respectively.  The decrease is due primarily to
decreased business activity while awaiting the completion of new
releases of ColorBlind software.

Selling, general and administrative expenses have consisted
primarily of salaries and commissions of sales and marketing
personnel, salaries and related costs for general corporate
functions, including finance, accounting, facilities and legal,
advertising and other  marketing related expenses, and fees for
professional services.

Selling, general and administrative expenses for the three-month
period ended March 31, 2004  and 2003 were negative $71 thousand
and $818 thousand (216% of total  revenues), respectively. Imaging
Technologies relies on estimates for such liabilities related to,
among other areas, workers' compensation and accrued payroll
taxes. During the three month period  ended March 31, 2004, the
Company changed its estimate of workers' compensation and accrued
payroll taxes, which resulted in a negative cost of PEO
operations.  The cumulative changes in estimates for these
accounts aggregated approximately $1.2 million in the quarterly
period  ended March 31, 2004.

Selling, general and administrative expenses for the nine month
period ended March 31, 2004  and 2003, were $4.0  million (42% of
total revenues) and $4 million (222% of total  revenues),
respectively.

The increase in expenses, after considering the $1.2 million
adjustment for changes in  estimates of certain payroll and
workers' compensation liabilities, for both the three-month  and
nine-month period of fiscal 2004 over the prior year is due
primarily with increased employee and outside consultants' costs
related to the acquisition and integration of Greenland and QPI.
However, the decrease in the percentage of total revenues of such
costs is due to an overall increase in revenues and business
activity.

For the three-month period ended March 31, 2004 and 2003, interest
and financing costs were  $434 thousand and $411 thousand,
respectively; an increase of $23 thousand (6%), which was due,
primarily, to a reduction of amortization of debt.

For the nine-month period ended March 31, 2004 and 2003, interest
and financing costs were $1.4 million and $1.5 million,
respectively. The 10% decrease is due to less amortization of  
debt discounts in the current period.

For the three-month period ended March 31, 2004 and 2003, gain on
extinguishment of debt was  $228 thousand and $1.3 million,
respectively. For the nine-month period ended March 31, 2004 and
2003, gain on extinguishment of debt was $853 thousand and
$1.9 million, respectively. These amounts are related to accounts
payable, which had become stale and uncollectible.  Pursuant to an
opinion provided by counsel, the Company elected to record these
gains pursuant to the Statute of Limitations in the State of
California.

               Liquidity And Capital Resources

Historically, the Company has financed operations primarily
through cash generated from  operations, debt financing, and the
sale of equity securities. Additionally, in order to facilitate
growth and future liquidity, the Company has made some strategic
acquisitions.

As a result of some of the Company's financing activities, there
has been a significant increase in the number of issued and
outstanding shares. During the nine month period ended  March 31,
2004, Imaging Technologies issued an additional 213,718,911
shares. These shares  of common stock were issued primarily for
corporate expenses in lieu of cash, for the conversion of
convertible debentures and other debt, and for the exercise of
warrants.

As of March 31, 2004, the Company had negative working capital of
$21 million, an increase in working capital of approximately
$5.8 million since June 30, 2003. This increase was due  primarily
to the disposition of Greenland Corporation, gains on the
disposition of debt, and  a change in estimates.

Net cash used in operating activities was $1.6 million for the
nine months ended March 31,  2004 as compared to $749 thousand for
the prior-year period; an increase of $811 thousand. The increase
was due primarily to increases in selling, general and
administrative expenses associated with the acquisitions of
Greenland Corporation and QPI.

Cash used in investing activities was $158 thousand for the nine-
month period ended March 31, 2004, an increase of $57 thousand
from the year-earlier period.

The Company has no material commitments for capital expenditures.
Its 5% convertible preferred stock (which ranks prior to the
Company's common stock), carries cumulative dividends, when and as
declared, at an annual rate of $50.00 per share. The aggregate
amount  of such dividends in arrears at March 31, 2004, was
approximately $396 thousand.

Imaging Technologies' capital requirements depend on numerous
factors, including market acceptance of its products and services,
the resources devoted to marketing and selling its  products and
services, and other factors. The report of Imaging Technologies'
independent auditors accompanying the Company's June 30, 2003
financial statements includes an explanatory paragraph indicating
there is a substantial doubt about the Company's ability to  
continue as a going concern, due primarily to the decreases in
working capital and net worth.


INTERPUBLIC GROUP: Schedules Q2 2004 Conference Call on August 5
----------------------------------------------------------------
The Interpublic Group (NYSE: IPG) will release its Second Quarter
Financial Results on August 5, 2004 at 8:30 AM Eastern Daylight
Time.

To join the conference call, please dial 1-888-396-2386. For those
outside the United States, please call 1-617-847-8712. The call
will begin promptly at 8:30 AM EDT.

This call will be recorded, and will be available for review by
dialing 1-888-286-8010 followed by the reservation # 68827380
between 11:00 AM EDT on August 5th, 2004 and 11:59 PM EDT on
August 7, 2004. For those outside the United States, please call
1-617-801-6888 followed by the reservation # 68827380 to hear the
recorded call.

For any further questions about this call, please contact Julie
Tu, Financial Relations Board at 212-445-8456 or email at
jtu@financialrelationsboard.com.

                     About Interpublic

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

                        *   *   *

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

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


IVACO INC: Court Sets August 6 As Claims Bar Date
-------------------------------------------------
On June 18, 2004, the Ontario Superior Court of Justice ordered
the Monitor, Ernst & Young Inc., to send proof of claim packages
to all known creditors of Ivaco Inc. holding claims arising:

     (a) prior to September 16, 2003; and

     (b) after September 16, 2003 as a result of
         restructuring, repudiation or termination of any
         contract on or before June 18, 2004.

The court has set August 6, 2004 at 5:00 p.m. as the last day to
file proofs of claim with the Monitor.

Proof of claim document packages are available by contacting the
Monitor by telephone at 1-866-259-1420 or on-line at
http://www.ey.com/ca/ivaco

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


JP MORGAN CHASE: Fitch Assigns Low-B Ratings to 6 2003-ML1 Classes
------------------------------------------------------------------
Fitch Ratings affirms JP Morgan Chase's commercial mortgage pass-
through certificates, series 2003-ML1, as follows:

               --$358.5 million class A-1 at 'AAA';
               --$387.1 million class A-2 at 'AAA';
               --$26.7 million class B at 'AA';
               --$10.5 million class C at 'AA-';
               --$22.1 million class D at 'A';
               --$12.8 million class E at 'A-';
               --$23.2 million class F at 'BBB';
               --$9.3 million class G at 'BBB-';
               --$16.3 million class H at 'BB+';
               --$10.5 million class J at 'BB';
               --$5.8 million class K at 'BB-';
               --$5.8 million class L at 'B+';
               --$7.0 million class M at 'B';
               --$4.6 million class N at 'B-'.
          
Fitch does not rate the $15.1 million class NR certificates.

The affirmations reflect the stable pool performance and the
minimal paydown since issuance. As of the June 2004 distribution
date, the pool's aggregate certificate balance has decreased 1.56%
to $915.3 million from $929.8 million. To date, there have been no
loan payoffs or losses.

Fitch reviewed the one credit assessed loan in the pool, the Hyatt
Regency Crystal City (5.48%). The loan maintains an investment
grade assessment.

This loan is secured by a 685 room hotel property located in
Crystal City Arlington, VA. As of year-end 2003, the Fitch
stressed debt service coverage ratio has decreased, to 1.65 times
(x) from 1.82x at issuance. Occupancy for year-end 2003 was 68%. A
decline in performance was attributed to the industry wide
softening that occurred in 2003. Year-to-date financials reflect
an improved performance as compared to the same period in 2003.

The Fitch stressed DSCR is calculated using servicer provided OSAR
NOI adjusted for capital expenditures, reserves, and a stressed
debt service at a 10.90% constant.

Wachovia Bank, the master servicer, collected year-end (YE) 2003
financials for 85% of the pool balance. Based on the information
provided, the resulting YE 2003 weighted average debt service  
remains strong at 1.70x.

Currently, there are no delinquent loans or loans in special
servicing.


JUNIPER NETWORKS: Incurs $12.6MM GAAP Net Loss for 2nd Quarter
--------------------------------------------------------------
Juniper Networks, Inc. (NASDAQ:JNPR) reported its results for the
quarter ending June 30, 2004.

Net revenues for the second quarter were $306.9 million, compared
with $165.1 million for the same period last year, an increase of
86 percent.

GAAP net loss for the second quarter was $12.6 million or $0.02
per share, compared with a GAAP net income of $13.6 million or
$0.03 per share in the second quarter of 2003. Non-GAAP net income
was $42.7 million or $0.08 per share, compared with non-GAAP net
income of $10.3 million or $0.03 per share in the second quarter
of 2003. See the table at the bottom of the Non-GAAP Condensed
Consolidated Statements of Operations for a reconciliation of the
non-GAAP net income to the GAAP net loss.

Cash provided by operations was $119 million for the second
quarter, compared to cash provided by operations of $60.3 million
for the same period last year. Capital expenditures and
depreciation during the second quarter were $12.1 million and
$10.1 million, respectively.

In a separate announcement, Juniper's Board of Directors
authorized a stock repurchase program of up to $250 million.

"The key to Juniper's strong second quarter results was our
simultaneous execution," said Scott Kriens, chairman and CEO of
Juniper Networks. "We met our financial objectives, exceeded our
goals for integration of the NetScreen acquisition, expanded our
partner and channel relationships, all while remaining intensely
focused on our customers and their needs for secure high
performance network solutions. As a result, our momentum and the
confidence of our customers put us in an incredible position as we
enter the second half of 2004."

                  About Juniper Networks, Inc.

Juniper Networks transforms the business of networking by creating
competitive advantage for our customers with superior networking
and security solutions. Juniper Networks is dedicated to customers
who derive strategic value from their networks, including global
network operators, enterprises, government agencies and research
and educational institutions. Juniper Networks' portfolio of
networking and security solutions supports the complex scale,
security and performance requirements of the world's most
demanding mission critical networks.

As reported in the Troubled Company Reporter's May 10, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating and other ratings on Juniper Networks Inc.
and revised the outlook to positive from stable, reflecting a  
broadening business base and improving operating performance.  

"The ratings on Mountain View, California-based Juniper Networks  
Inc. continue to reflect the challenges of a rapidly evolving and  
highly competitive industry, as well as the company's good niche  
position as a supplier of high-performance data networking  
equipment and its ample operational liquidity," said Standard &  
Poor's credit analyst Bruce Hyman.

Additional information about the company can be found at
http://www.juniper.net/


KING PHARMACEUTICALS: S&P Cuts Corp. & Senior Debt Ratings To BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on King Pharmaceuticals Inc.
to 'BB' from 'BB+'. At the same time, Standard & Poor's lowered
its senior unsecured debt rating to 'BB-' from 'BB'. Standard &
Poor's also removed the ratings from CreditWatch, where they were
placed May 5, 2004, after the specialty pharmaceutical company
announced significantly lower-than-expected sales and earnings for
2004. These lower sales and earnings were due to excess inventory
of the company's key drugs at the wholesaler level.

The outlook is stable.

"The rating actions reflect growing uncertainties about King
Pharmaceuticals' business profile, including excess wholesaler
inventory of key products and potential near-term generic
competition to the company's core drugs Levoxyl and Skelaxin,"
said Standard & Poor's credit analyst Arthur Wong. "In addition,
the company's CEO has recently resigned. These uncertainties are
partially offset by the company's still-solid drug portfolio, led
by Altace, and its significant financial flexibility."

Bristol, Tennessee-based King Pharmaceuticals has a strong track
record of successfully acquiring and increasing the sales of
under-promoted drugs. It generated more than $1.5 billion in sales
in 2003, mainly because of the continued strong growth of its core
products: Altace, Skelaxin, Levoxyl, Thrombin, and Sonata. These
collectively account for 73% of revenues.

The company withdrew its revenue guidance for 2004, partly because
it was unable to accurately assess the impact of the excess
wholesaler inventory levels, which caused lower-than-expected
earnings in the first quarter of 2004. Management has entered into
inventory management agreements with the three largest wholesalers
in order to better control these inventory levels. More important
is that prescription trends indicate a continued steady demand for
King Pharmaceuticals' drugs. Nevertheless, sales and earnings may
be hurt the rest of the year.

The company also faces generic challenges to two of its major
drugs, Levoxyl and Skelaxin. The FDA recently approved two generic
versions of Levoxyl, a thyroid disorder treatment that accounted
for 9% of the company's 2003 sales. Skelaxin, a muscle relaxant
acquired from Elan Corp. PLC in early 2003, accounted for 12% of
2003 sales. This drug will also confront potential generic
competition in the intermediate term.

Furthermore, the company is undergoing a change in management,
following the recent resignations of longtime CEO Jefferson
Gregory and President Kyle Macione. The company's COO, Brian
Markison, was named acting president and CEO of the company,
though the search for a permanent CEO continues.

King Pharmaceuticals is also currently the subject of two
regulatory investigations into its marketing and pricing
practices. In March 2003, the SEC initiated a formal investigation
into the company's calculations for Medicaid rebate payments.
Separately, the company received a subpoena from the Office of
Inspector General at the Department of Health and Human Services
in November 2003 requesting information on the sales and marketing
practices related to some of its major products, including Altace.


LAIDLAW INT'L: Directors & Officers Disclose Equity Ownership
-------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, three Laidlaw International, Inc., officers report
that they beneficially own shares of Laidlaw International, Inc.,
Common Stock:

                                            No. of
  Name                 Position             Shares
  ----                 ---------            ------
  Jeffery McDougle     Vice President       15,000
                       and Treasurer

  Douglas A. Carty     Senior VP and CFO    60,000

  Beth Byster Corvino  Senior VP            60,000
                       Gen. Counsel
                       Corp. Secretary

The stock options become exercisable in three equal annual
installments, beginning on the first anniversary of the grant
date.

The Officers also beneficially own deferred shares of Laidlaw
International Common Stock:

  Name                 No. of Shares
  ----                 -------------
  Ms. Corvino             40,000
  Mr. McDougle            10,000
  Mr. Carty              100,000

One common share will be issued for each deferred share.  Common
stock will be issued in four equal installments of 25% each,
beginning on the first anniversary of the grant date.

In addition, two Laidlaw directors acquired 3,000 shares of
common stock:
                       
  Name                 No. of Shares        Price
  ----                 -------------        -----
  Peter Stangl          1,000              $14.64
                        1,000               14.7

  Richard Randazzo      1,000               14.7

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


LAS VEGAS SANDS: S&P Rates New $975 Million Bank Loan at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed $975 million senior secured credit facility being
borrowed jointly by Las Vegas Sands Inc. and its subsidiary
Venetian Casino Resort LLC. Standard & Poor's also assigned a
recovery rating of '2' to the proposed bank facility, indicating
Standard & Poor's expectation that the lenders would realize a
substantial recovery of principal (80%-100%) in the event of
default. The bank loan rating is the same as the corporate credit
rating given this recovery expectation. Proceeds from the proposed
bank facility will be used to help fund the construction of Phase
II at the Venetian, to refinance existing bank debt, and for fees
and expenses.  

At the same time, Standard & Poor's affirmed its existing bank
loan rating on LVSI, and removed it from CreditWatch, where
it was placed on Feb. 13, 2004. In addition, Standard & Poor's
affirmed its ratings on LVSI and VCR, including its 'B+' corporate
credit ratings. The outlook is stable. LVSI and VCR are jointly
referred as 'The Venetian'. The Las Vegas, Nev.-based casino owner
and operator's total consolidated debt outstanding at March 31,
2004, was approximately $1.4 billion.

The company has begun the master-planned Phase II expansion at the
Venetian property in Las Vegas. This development will be located
adjacent to the Venetian and across Sands Avenue from Wynn Las
Vegas. Similar to the Venetian, it will cater to an upscale
clientele and compete directly with Bellagio, Mirage, and Mandalay
Bay. In addition, its close proximity to the Sands Expo Convention
Center will help management continue to drive midweek business and
capitalize on the growing number of convention customers in Las
Vegas. "We believe that the proximity of the new tower to the
existing Venetian and to Wynn Las Vegas will create an appealing
cluster of properties on the north end of the Strip," said
Standard & Poor's credit analyst Michael Scerbo.


LEVI STRAUSS: Stockholders' Deficit Tops $1.37 Billion at May 30
----------------------------------------------------------------
Levi Strauss & Co. (LS&CO.) released its financial results for the
second quarter ended May 30, 2004 and filed its second-quarter
2004 Form 10-Q with the Securities and Exchange Commission.
Results for the quarter, as compared to the same quarter in the
prior year, reflected improved gross margins; lower selling,
general and administrative expenses; higher operating income;
higher net income; and lower net debt.

Second-quarter 2004 net sales were $959 million compared to $932
million for the second quarter of 2003, representing an increase
of 3 percent on a reported basis and a decline of 1 percent on a
constant-currency basis. The sales performance reflected the
continued growth of the company's Asia Pacific business and
worldwide rollout of the Levi Strauss Signature brand. Net sales
declined in LS&CO.'s U.S. and European Levi's and Dockers
businesses. Key factors contributing to sales decreases of the
U.S. Levi's and Dockers brands compared to the second quarter of
2003 included:

   -- the impact of wholesale price reductions taken in mid-2003
      for both brands;

   -- a planned reduction in sales of Levi's product to
      warehouse, club and off-price retail channels in 2004; and,

   -- substantial volume shipments in the second quarter of 2003    
      to fill retail shelves in conjunction with upgrading two
      major core Dockers programs.

"So far, so good," said Phil Marineau, chief executive officer.
"Overall, I'm pleased with our second-quarter performance, which
delivered on our goal of improving our profitability this year. We
still have a lot of work to do, but I'm encouraged by the progress
we're making in all our businesses."

                   Second-Quarter 2004 Results

    --  Gross profit was $413 million, or 43.0 percent of sales,
        compared to $393 million, or 42.2 percent of sales for the
        second quarter of 2003. Gross profit in the 2004 period
        benefited from lower product costs and lower markdowns and
        sales allowances, as well as stronger foreign currencies.

    --  Selling, general and administrative (SG&A) expense
        decreased to $319 million from $345 million in the second
        quarter of 2003. Lower advertising expense, lower post-
        retirement healthcare expense and cost savings due to
        reorganization initiatives more than offset higher
        incentive compensation expense and the unfavorable impact
        of stronger foreign currencies.

    --  Advertising expense decreased 25 percent to $65
        million, or 6.7 percent of net sales, compared to $87
        million, or 9.3 percent of net sales in the 2003 period.
        This level of advertising expense as a percent of sales is
        not necessarily indicative of our likely full-year
        spending levels.

    --  Post-retirement healthcare expense was a net benefit
        of $11 million compared to a $16 million expense in the
        prior year period. The $27 million improvement resulted
        from lower expenses related to plan changes that we
        reported in the first quarter as well as a curtailment
        gain that was the result of our restructuring initiatives
        in the second quarter.

    --  Second quarter 2004 SG&A was impacted by total incentive
        compensation expense of $31 million versus a net reversal
        of $13 million in the second quarter of 2003.

    --  Operating income for the quarter increased 23 percent to
        $77 million, or 8.1 percent of revenue, compared to $63
        million, or 6.7 percent of revenue, for the same period of
        2003. Operating income improved in all three of the
        company's geographic regions. Higher gross profit and
        lower SG&A expense more than offset higher restructuring
        charges for the quarter.

    --  Operating income was impacted by restructuring charges,
        net of reversals, of $26 million in the second quarter of
        2004 versus net restructuring reversals of $5 million in
        the 2003 period. The second quarter 2004 charges were
        primarily associated with the proposed closure of two
        manufacturing plants in Spain and layoffs incurred in the
        United States as the company streamlined corporate support
        functions.

    --  Net income for the second quarter of 2004 was $6 million
        compared to a net loss of $42 million for the second
        quarter of 2003. The improvement was driven by higher
        operating income, lower tax expense and a decline in
        losses on foreign exchange management contracts, offset in
        part by higher restructuring charges.

     -- As of May 30, 2004, total debt, less cash, stood at $1.96
        billion compared to $2.11 billion at the end of fiscal
        year 2003. As of July 11, 2004, the company had available
        liquidity of approximately $552 million, consisting of
        approximately $287 million in highly liquid short-term
        investments, and $265 million in net available borrowing
        capacity under its revolving credit facility.

     -- Inventory at the end of the second quarter was $519
        million, reflecting a $93 million reduction from the end
        of the first quarter and a total reduction of $161 million
        from year-end 2003. Inventory turns improved from 3.3x at
        year-end to 4.5x at the end of the second quarter.

"Our gross margins this quarter improved due to our dilution
control, which resulted in lower markdowns and sales allowances,"
said Jim Fogarty, chief financial officer. "Improving margins
coupled with lower SG&A have yielded better operating profit. Our
higher earnings and improved working capital management enabled us
to bring net debt down this quarter. We continue to believe that
we will be covenant compliant and have sufficient liquidity over
the next 12 months.

"Last quarter we reported on our comprehensive LS&CO. and Alvarez
& Marsal work plan aimed at making us more competitive in our SG&A
as a percent of revenue and operating margins, as well as reducing
debt," Fogarty said. "During the second quarter, we announced
several initiatives as part of this plan, including the reduction
of approximately 175 headcount in North America; our intent to
close our two Spanish manufacturing plants; and our exploration of
the sale of the Dockers brand."

At May 30, 2004, Levi Strauss & Co.'s balance sheet shows a
stockholders' deficit of $1,373,697,000 compared to a deficit of
$1,393,172,000 at November 30, 2003.

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


LIBERATE TECHNOLOGIES: Records $4.8 Mil. Net Loss in 4th Quarter
----------------------------------------------------------------
Liberate Technologies (Pink Sheets: LBRTQ), a leading provider of
software for digital cable systems, released its financial results
for its fourth quarter and fiscal year ended May 31, 2004.

Liberate's revenues for its fourth fiscal quarter were
$4.2 million, compared to $5.1 million for the same quarter of the
prior fiscal year. The net loss for the quarter was $4.8 million,
or $0.05 per share, compared to a loss of $92.3 million, or $0.89
per share, for the same quarter of the prior fiscal year. The
revenues for the fourth quarter of fiscal 2004 include recognition
of approximately $2.3 million of revenue that had been deferred
pending customer acceptance of services work and resolution of
customer claims and uncertainties. During the fourth quarter, in
conjunction with its Chapter 11 filing, Liberate reviewed existing
and potential claims against the Company. Based on this review,
the Company revised previous estimates of liabilities and accrued
expenses related to legal costs, costs to complete customer
contracts, and other items, which resulted in a reduction of
liabilities and thereby decreased cost of revenues and expenses by
approximately $3.1 million.

For the year ended May 31, 2004, Liberate's revenues were
$8.6 million, compared to $25.4 million for the prior fiscal year.
The net loss for the year was $33.4 million, or $ 0.32 per share,
compared with a net loss of $399.3 million, or $3.82 per share,
for the prior fiscal year. The net loss for the year ended May 31,
2003 included a charge of $209.9 million for the cumulative effect
of a change in accounting principle upon the adoption of SFAS 142
"Goodwill and Other Intangibles" on June 1, 2002.

As of May 31, 2004, Liberate had cash and cash equivalents and
restricted cash of $226.7 million, a decrease of $6.5 million
during the quarter.

On April 30, 2004, Liberate filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code to
resolve certain liabilities, reduce its costs and strengthen its
business. During the Chapter 11 proceeding, Liberate continues to
execute on its business plan and service and support its customers
and their cable subscribers. One of Liberate's significant
creditors, the landlord of its former San Carlos headquarters, has
filed a motion to dismiss the case, and the Company has filed an
opposition to this motion.

"We are working hard to resolve our outstanding liabilities and
lower our costs through bankruptcy in order to strengthen the
company," said David Lockwood, Chairman and CEO of Liberate. "We
are pleased with business developments in the last quarter,
particularly the signing of new license agreements with NTL and
Telewest. We continue to execute on our business plan to develop
the best products for our customers to deliver the next generation
of digital television services."

Headquartered in San Mateo, California, Liberate Technologies  
-- http://www.liberate.com/-- is a provider of software and   
services for digital cable systems. The Debtor's software enables  
cable operators to run multiple digital applications and services  
including interactive programming, high definition television,  
video on demand, personal video recorders and games, on multiple  
platforms.  The Company filed for chapter 11 protection on April  
30, 2004 (Bankr. Del. Case No. 04-11299).  Daniel J. DeFranceschi,  
Esq., at Richards, Layton & Finger represents the Debtor in its  
restructuring efforts.  When the Company filed for protection from  
its creditors, it listed $257,000,000 in total assets and  
estimated debts of over $50 million.


LIFESTREAM TECH: Advertising Campaign Drives 29% Sales Increase
---------------------------------------------------------------
Lifestream Technologies, Inc. (OTCBB:LFTC), the leading
manufacturer of home cholesterol monitors and professional
screening devices, reports a 29% increase in sales within a subset
of its primary retail distribution channel from the same period
last year.

"With the implementation of our radio ad campaign beginning in
March, as well as key promotional programs, Lifestream is
realizing the preliminary impact of increasing consumer awareness
for its products," noted Christopher Maus, Lifestream's President
and CEO. "When compared to the same period last year, the subset's
retail sales activity between mid March through mid May shows a
29% increase verifying that Lifestream's recent advertising and
promotional activities are showing significant improvements within
targeted retail segments. When compared with the subset's retail
sales activity for January through mid March, Lifestream products
realized a 19% increase. Generally, sales tend to flatten after
the Christmas holiday, but continued retail sales increases
reinforce the fact that Lifestream's efforts to raise awareness
are having a material impact on retail growth."

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

The Company's product line aids the health conscious consumer in
monitoring their risk of heart disease. By regularly testing
cholesterol at home, individuals can monitor the benefits of their
diet, exercise and/or drug therapy programs. Monitoring these
benefits can support the physician and the individual's efforts to
improve compliance. Lifestream's products also integrate a smart
card reader further supporting compliance by storing test results
on an individual's personal health card for future retrieval,
trend analysis and assessment.
  
The company's December 31, 2003, balance sheet shows a net capital
deficit of $1,121,655.  
  
For Company information, visit http://www.lifestreamtech.com/


MCDAIN GOLF CENTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: McDain Golf Center of Monroeville
        4440 Broadway Boulevard
        Monroeville, Pennsylvania 15146

Bankruptcy Case No.: 04-28843

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: July 6, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsel: David K. Rudov, Esq.
                  Rudov & Stein
                  First and Market Building
                  100 First Avenue, Suite 500
                  Pittsburgh, PA 15222
                  Tel: 412-281-7300
                  Fax: 412-281-7305

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MITCHELL INTERNATIONAL: S&P Rates Corporate Credit at B+
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to San Diego, California-based Mitchell
International Inc. At the same time, Standard & Poor's assigned
its 'B+' senior secured debt rating, with a recovery rating of
'3', to Mitchell's proposed $110 million first-priority senior-
secured bank facility, which will consist of a $15 million
revolving credit facility and a $95 million term loan. Standard &
Poor's also assigned its 'B-' senior secured debt rating, with a
recovery rating of '5', to Mitchell's proposed $45 million second-
priority senior-secured term loan, due 2012. The outlook is
stable.

"The ratings reflect Mitchell's narrow product focus within a
niche marketplace, customer concentrations, and high leverage.
These are only partially offset by a largely recurring revenue
base supported by intermediate term customer contracts, high
barriers to entry and solid operating margins, allowing for modest
free operating cash flow generation," said Standard & Poor's
credit analyst Ben Bubeck.

Mitchell provides information services and technology solutions
designed to automate and optimize the automobile insurance claims
process. The company's operations are divided into two primary
categories: auto physical damage, and auto injury products. Pro
forma for the proposed credit facilities, Mitchell had
approximately $155 million in operating lease-adjusted debt as of
June 2004.
     
The niche market for automobile claims processing software is a
concentrated market, dominated by Mitchell, CCC Information
Services, and a division of Automatic Data Processing. While
Mitchell has a smaller revenue base than its two competitors, its
relationships with many of the top insurance carriers should
support its business and allow for moderate growth in its auto
injury products segment. Continued execution on service, training
and support will be important in maintaining its customer base as
Mitchell has high customer concentrations.

The outlook is stable. A fairly stable and visible cash flow base,
supported by intermediate-term customer contracts, limit
Mitchell's downside credit risk. Ratings upside is limited by
Mitchell's narrow business profile.


LOEWEN GROUP: Directors Acquire Additional Alderwoods Common Stock
------------------------------------------------------------------
Lloyd E. Campbell, a director of Alderwoods Group, Inc., bought
1,975 shares of common stock at a price of $12.67 per share,
bringing his total holdings to 6,775 shares.

Charles Elson, also an Alderwoods director, exercised options to
acquire 562 shares.  Mr. Elson was also awarded an additional 138
shares, raising his total holdings to 25,158 shares.

Alderwoods director David R. Hilty exercised options to acquire
783 shares.  Mr. Hilty also received an additional 231 shares, for
total holdings of 11,235 shares.

Olivia F. Kirtley, another director of Alderwoods, obtained an
additional 994 shares through options.  Ms. Kirtley also disclosed
that she was awarded an additional 339 shares of Alderwoods common
stock, bringing her holdings to 10,736 shares.  (Loewen Bankruptcy
News, Issue No. 86; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


M G INTERNATIONAL: Has Until August 3 to File Schedules
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
gave M G International, LLC, and its debtor-affiliates more time
to file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until August 3, 2004 to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs.

Headquartered in Villa Park, Illinois, M G International LLC, a
general contractor, filed for Chapter 11 protection on
June 29, 2004 (Bankr. Del. Case No. 04-24317).  Steven B. Towbin,
Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed $10
Million to $50 Million in total assets and total debts.


M G International: Section 341(a) Meeting Slated for July 27
------------------------------------------------------------
The United States Trustee will convene a meeting of M G
International, LLC's creditors at 1:30 p.m., on July 27, 2004 in
Room 3330 at 227 W. Monroe Street, Chicago, Illinois.  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 Villa Park, Illinois, M G International LLC is a
general contractor. The Company filed for Chapter 11 protection on
June 29, 2004 (Bankr. Del. Case No. 04-24317).  Steven B. Towbin,
Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed $10
Million to $50 Million in total assets and total debts.


MIRANT: Commences Adversary Proceedings vs. 5 California Parties
----------------------------------------------------------------
In 1996, the California legislature passed a bill to restructure
California's energy industry.  California created three principal
markets for the sale of electricity at wholesale: the "day-ahead"
market, the "day-of" market and the "real-time" market.  In
addition, a "block-forward" market was created, which permitted
market participants to hedge against price fluctuations in the
Principal Markets.  The California Power Exchange Corporation
administers the "day-ahead" market, the "day-of" market and the
"block-forward" market.  The California Independent System
Operator administers the "real-time" market.  The CAISO is also
responsible for maintaining the reliability of California's
energy transmission grid.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that prior to the Bankruptcy Petition Date, Mirant
Americas Energy Marketing, LP, along with many other independent
energy producers or marketers, sold energy into the California
Energy Markets.  The California Energy Markets operated as single
clearing price auction markets.  Individual sellers were not
matched with individual buyers, nor was the energy purchased or
sold by market participants earmarked in any manner.  Instead,
sellers and buyers would submit bids and offers in the market to
the CalPX or the CAISO through computer connections.  The CalPX
and the CAISO's computer systems would determine the market
clearing price at any given time in the applicable market.  Bids
to sell energy at, or below, the clearing price, and offers to
buy energy at, or above, the clearing price, were accepted by the
CalPX or the CAISO.  Bids to sell power at prices in excess of
the clearing price and offers to buy power at prices below the
clearing price were rejected.

According to Mr. Phelan, not only were the bids and offers
"unmatched," but they were also submitted on a basis that was
anonymous as to the other market participants.  A market
participant simply did not know the identity of the other
participants at any given time.  Thus, it is impossible for an
individual buyer to determine how much energy is sold to an
individual seller and vice versa.

Although the CalPX and the CAISO served as administrators and
clearinghouses for the California markets, they were not
themselves market participants or buyers or sellers for their own
account.  Neither is the CalPX or the CAISO generally liable in
its own capacity or otherwise for the obligations of the market
participants buying and selling power in its markets.  Neither
the CalPX nor the CAISO bears any credit risk in the event of a
default by a market participant, including Pacific Gas & Energy
Company and Southern California Edison.  If a default occurs, the
non-defaulting market participant absorbs the loss, subject to
the effect of applicable bankruptcy laws as to participants who
are debtors under the Bankruptcy Code, like Mirant Americas
Energy Marketing, LP.

Because of the "pass-through" or "conduit" nature of the CalPX
and the CAISO, Mr. Phelan explains that neither entity is a
creditor of MAEM or any other Debtor.  Rather, the CalPX and the
CAISO perform a function similar to that of a trustee or bailee
scheduling energy for market participants in their markets, and
holding funds in one or more clearing accounts in trust for the
market participants to consummate energy sales in their markets.

MAEM tendered a $333,905 deposit to the CalPX pursuant to one or
more Participation Agreements with the CalPX to be able to
participate in the "day-ahead," "day-of" and "block-forward"
markets.  The MAEM Deposit was intended exclusively to secure
MAEM's obligations to the "day-ahead," "day-of" and "block-
forward" energy markets in respect of MAEM's normal trading
activity.  The MAEM Deposit was not intended to generally secure
MAEM's obligations to the markets, including refunds claims to be
owed pursuant to the FERC Refund Proceedings.  The MAEM Deposit
was also not intended to serve as a damages fund for payments or
refunds the FERC ordered in connection with the FERC Refund
Proceedings.

MAEM has settled all of its obligations to the CalPX in respect
of its normal trading activity.  Hence, the CalPX is required to
immediately return the MAEM Deposit to MAEM, but has not done so.

Furthermore, to participate in the CAISO "real-time" market,
market participants are required to transact business through
entities referred to as "scheduling coordinators."  Scheduling
coordinators submit bids to the CAISO on behalf of their market
participants, receive settlement statements from the CAISO in
respect of their market participants, and make or disburse
payments to their market participants in connection with the
CAISO market transactions when the payments are received from the
CAISO.  MAEM was its own scheduling coordinator for its "real-
time" market transactions.

By law, the CalPX was the scheduling coordinator for Pacific Gas,
Edison and San Diego Gas & Electric Company until January 17,
2001.  Therefore, when the CalPX was paid by Pacific Gas, Edison
and San Diego Gas for purchases made by CalPX on their behalf on
the CAISO-run "real-time" market, CalPX would forward the funds
to the CAISO, which, in turn, would distribute the funds to
wholesalers that sold energy into the "real-time" market,
including MAEM.

                Pacific Gas and Edison's Defaults

On January 17, 2001, Pacific Gas and Edison defaulted on their
obligations to pay the CalPX for electric energy purchases made
in November and December 2000, and January 2001, through the
CalPX and CAISO markets.  Accordingly, among other reasons, CalPX
suspended operations on January 31, 2001, and no longer operates
the "day-ahead," "day-of" and "block-forward" markets.  The CalPX
also failed to pay MAEM and other sellers in the markets for all
of the energy sold during the Default Period.  

In addition, CalPX failed to pay CAISO all of the amounts owed
for purchases made by Pacific Gas and Edison in the "real-time"
market during the Default Period.  The CAISO, in turn, was unable
to pay sellers in the "real-time" market for all of the amounts
owed in respect of the energy sold into the market.  MAEM
believes that it is owed at least $285,000,000 on account of
energy sold in the California Energy Markets during the Default
Period.

                     The CalPX Bankruptcy

CalPX commenced Chapter 11 proceedings in the United States
Bankruptcy Court for the Central District of California, Los
Angeles Division, on March 9, 2001.  CalPX's Disclosure Statement
indicates that Edison has paid to the CalPX more than
$878,000,000 for its share of energy sold into both the CalPX and
the CAISO markets.  Pacific Gas has not yet paid the CalPX its
share of energy sold into the markets, which is expected to
exceed $1,600,000,000.

By order of the Federal Energy Regulatory Commission and pursuant
to the CalPX Plan, about $400,000,000 in cash are being held in a
segregated "Settlement Clearing Account" for the benefit of the
market participants of the CalPX, including MAEM.  In addition,
CalPX is not permitted to disburse any funds in the Settlement
Clearing Account until further FERC order in the FERC Refund
Proceedings.

                   The Pacific Gas Bankruptcy

On April 6, 2001, Pacific Gas commenced a Chapter 11 proceeding
in the U.S. Bankruptcy Court for the Northern District of
California.  Under its confirmed plan of reorganization, Pacific
Gas is required to pay all of the claims of MAEM and the other
California market participants for Pacific Gas' purchases of
energy from the California Energy Markets in full when the claims
are liquidated by the FERC in the FERC Refund Proceedings.  The
Claims will not become allowed under the Pacific Gas Plan until
45 days after they are fixed by the FERC pursuant to an unstayed
order.

Pacific Gas has established a claims reserve of at least
$1,600,000,000 under its Plan, which Pacific Gas alleges will be
sufficient to satisfy its obligations to the California Energy
Markets.  Nevertheless, Pacific Gas is required by its Plan to
satisfy the obligations in full, whether or not the obligations
exceed the escrowed amounts.

                            The DWR

After the Defaults occurred on January 17, 2001, Mr. Phelan
relates that the markets operated by the CalPX ceased to
function.  In addition, Pacific Gas and Edison were no longer
able to purchase power on the "real-time" market.  Thus, the
California Department of Water Resources became the primary buyer
of power for California energy consumers on the "real-time"
market.  The CalPX markets never re-opened, and Pacific Gas and
Edison made no further purchases on the California "real-time"
markets until January 1, 2003 -- well after the conclusion of the
Refund Period.  Accordingly, Mr. Phelan concludes that neither
Pacific Gas nor Edison is entitled to collect any Refunds or
Other Amounts for energy sales on the "real-time" market accruing
on or after January 17, 2001.

                  The FERC Refund Proceedings

As a result of the increase in electricity prices in 2000 and
2001, the California Parties -- Pacific Gas, Edison, the CAISO,
the CalPX, the DWR, the Attorney General of the State of
California, the State of California and the California Public
Utilities Commission -- have pursued litigation at FERC, claiming
that the prices charged by MAEM and other market participants in
the California Energy Markets during certain periods in 2000 and
2001 were excessive.  The FERC is considering these claims in the
FERC Refund Proceedings.

Mr. Phelan tells Judge Lynn that the FERC has preliminarily
determined or indicated in the FERC Refund Proceedings that it
will "mitigate" the market prices charged by sellers in the
California Energy Markets from October 2, 2000 through June 20,
2001.  The FERC determination has two principal effects, both
subject to rights of rehearing and appeal:

   (1) the amounts paid by buyers for energy purchased from the
       California Energy Markets during the Refund Period may be
       determined to exceed the just and reasonable price for
       the energy; and

   (2) sellers, including MAEM, will likely owe refunds to the
       extent that the FERC determines that the prices for energy
       purchased on the California Energy Markets during the
       Refund Period exceed the just and reasonable prices for
       the energy.

Notwithstanding, as a result of the Defaults, MAEM's liability of
Refunds arising from sales that result in the Outstanding Amounts
does not arise until MAEM has received a cash payment in respect
of the Outstanding Amounts, and, even in that event, the Refund
liability should only be paid as and when permitted under
applicable bankruptcy law.

Mr. Phelan notes that MAEM is also not liable for any shortfall
created by the failure of Enron or any other party to pay any
refunds owed by them as a result of the FERC Refund Proceedings.

The amount of refunds that may be owed by sellers pursuant to the
FERC Refund Proceedings has yet to be determined.  Under the
refund methodology the FERC adopted pursuant to various orders
issued in the FERC Refund Proceedings, MAEM expects that it will
still be owed $285,000,000 for energy sold in the California
Energy Markets during the Refund Period.  However, MAEM allegedly
will owe between $150,000,000 to $160,000,000 in refunds, also
for energy sold in the California Energy Markets during the
period.  Of course, Mr. Phelan states, MAEM cannot be liable to
"refund" payments in respect of the Outstanding Amounts, which
have not yet been received by MAEM.

At the conclusion of the FERC Refund Proceedings, subject to
rights of rehearing and appeal, MAEM expects the FERC to
determine the final amount of the Receivables due to MAEM and the
final amount of the Refunds due from MAEM.  MAEM also expects the
FERC to determine how much Pacific Gas must pay for its share of
energy purchased from the California Energy Markets during the
Refund Period and what amounts are to be distributed by the CalPX
and the CAISO.  Under its Plan, Pacific Gas must then pay the
amount to the market participants, presumably through the CalPX
Settlement Clearing Account.  The CalPX, in turn, is expected to
distribute the funds in its Settlement Clearing Account,
including, without limitation, any amounts paid by Pacific Gas
and Edison.

Pursuant to the CalPX Plan, the CalPX will distribute directly to
market participants, including MAEM, payments on account of
amounts owed in respect of the "day-ahead," "day-of" and "block-
forward" markets.  The CalPX will also pay the amounts that it
owes to the CAISO on account of its activities as scheduling
coordinator for Pacific Gas, Edison and San Diego Gas in the
"real-time" market, which, in turn, will allow the CAISO to
distribute amounts to MAEM and other participants.

                     Other FERC Proceedings

In addition to the FERC Refund Proceedings, Mr. Phelan informs
the Court that the FERC has initiated several other proceedings
involving, among others, MAEM.  On June 25, 2003, the FERC issued
a show cause order -- the Trading Practices Order -- to more than
50 parties, including, without limitation, MAEM, which an FERC
staff report identified as having potentially engaged in improper
energy trading strategies.  The Trading Practices Order requires
the CAISO to identify transactions between January 1, 2000 and
June 20, 2001 that may involve the identified trading strategies,
and then requires the applicable sellers involved in those
transactions to show cause why the transactions were not
violations of the CAISO and CalPX Tariffs.  On September 30,
2003, the Debtors asked the FERC to approve a settlement
agreement between the Debtors and the FERC Trial Staff, under
which the Debtors agreed to settle the trading practices
proceeding for $332,411.  The Debtors do not admit any wrongdoing
in the Trading Settlement Agreement.

In a November 14, 2003 order in a different proceeding, the FERC
ruled that allegations of improper trading conduct with respect
to ancillary services -- a form of energy sale transaction
subject to FERC jurisdiction -- should also be resolved in the
trading proceeding.  On December 19, 2003, the Debtors asked the
FERC to approve an amendment to the Trading Settlement Agreement
reached between the Debtors and the FERC Trial Staff with respect
to the sale of ancillary services.  Under the proposed amendment,
the FERC would have an allowed unsecured claim in MAEM's
bankruptcy proceedings for $3,670,000 to settle the allegations
in respect of ancillary services.  The Debtors still did not
admit any wrongdoing.

The Trading Settlement Agreement and its amendment must be
approved by the FERC and the Court to become effective.  The
Debtors are in the process of obtaining FERC approval, and will
then seek approval from the Court.

On June 25, 2003, the FERC issued an order initiating an
investigation of more than 50 parties, including MAEM, regarding
whether those entities bid energy into the California Energy
Markets in violation of the CAISO and the CalPX Tariffs.  MAEM
and the other Debtors deny any wrongdoing.

                       The Proofs of Claim

On December 15, 2003, Pacific Gas filed two proofs of claim
against MAEM.  Claim No. 6517, for $5,486,600, was filed on
account of a gas purchase agreement, and has been resolved by a
stipulation.  Claim No. 6518 relates to the Refunds and Other
Amounts and asserts a right to set off the Refunds and Other
Amounts against the Receivables.  

Other claims filed against MAEM and other Debtors on account of
the Refunds and the Other Amounts, as well as claims on other
theories either for what is the same result or for a result that
is banned by the pre-emptive effect of the FPA and the filed rate
doctrine include:

   Claimant                       Claim
   --------                       -----
   California Attorney General    7536-7542
   CalPX                          6531
   CAISO                          7204, 7806
   State of California            7543-7548
   Edison                         5944-5947
   Pacific Gas                    6518
   CPUC                           7529-7535

Some of the claims assert a right to set off the Refunds and
Other Amounts against the Receivables.

The Claims also assert claims against Debtors Mirant Corporation,
MAEM, Mirant California, LLC, and Mirant Americas Generation on
account of MAEM's activities as a seller of energy in the
California Energy Markets, which fall outside of the Refund and
Other Amounts.  However, Mr. Phelan clarifies that all claims for
damages have either been dismissed or resolved in the Debtors'
favor by various court orders under the filed rate doctrine and
the doctrine of pre-emption.

                         Claims Objection

The Debtors object to the Claims filed by Pacific Gas, Edison,
the DWR, CalPX and the CAISO on these grounds:

   (a) The Claimants cannot meet their burden of proving any
       right to setoff because they cannot prove that the
       Refunds, Other Amounts and Receivables are owed by the
       same parties in the same capacity.  With the nature of
       the California Energy Markets, it is impossible to
       determine whether energy delivered to Pacific Gas and
       Edison came from MAEM or another settler;

   (b) Liability for any of the Other Amounts cannot be reduced
       to a claim between MAEM and Pacific Gas or Edison.  
       Rather, the Other Amounts would be owed to FERC or the
       pool;

   (c) The Claims are duplicative of each other;

   (d) The Claimants cannot establish that they are the
       beneficial owners of any Refunds and Other Amounts;

   (e) CalPX may not apply the MAEM Deposit against any Refunds
       or Other Amounts owed by MAEM due to breach of contract;
       and

   (f) CalPX must turn over estate property pursuant to Section
       542(a) of the Bankruptcy Code.

Accordingly, the Debtors ask the Court to:

   (i) disallow the Pacific Gas, the Edison and the DWR Claims as
       purported secured claims by determining that they are not
       secured by a right of setoff and by declaring that the
       Claims are, at best, unsecured, prepetition, non-priority
       claims;

  (ii) disallow the Claims to the extent the duplicate claims
       filed by the other California Parties are ultimately
       allowed by the Court;

(iii) disallow the Claims to the extent that Pacific Gas,
       Edison and the DWR cannot prove that they are the
       beneficial owners of any refunds that may be found to be
       payable by MAEM in certain proceedings pending with the
       FERC or otherwise;

  (iv) declare that any recovery by Pacific Gas, Edison and the
       DWR of any refunds payable by MAEM as a result of the
       FERC Refund Proceedings, whether directly or indirectly
       through the CalPX or the CAISO, whether as an initial,
       immediate or mediate transferee, without Court approval,
       would constitute a postpetition transfer of property of
       the estate in violation of Sections 549 and 550 of the
       Bankruptcy Code;

   (v) disallow the Pacific Gas, the Edison and the DWR Claims
       under Section 502(d) of the Bankruptcy Code to the extent
       that the Claimants receive a transfer of estate assets
       that is subject to avoidance pursuant to Sections 549 and
       550 of the Bankruptcy Code;

  (vi) declare that the CalPX may not lawfully set off refunds
       found to be payable by MAEM against amounts found to be
       owing to MAEM in certain proceedings pending with the
       FERC to the extent the CalPX Claim purports to be secured
       by a right of setoff;

(vii) declare that the CalPX may not apply the MAEM Deposit
       against any refunds found payable by the FERC in the FERC
       Refund Proceedings and disallow the CalPX Claim to the
       extent that it purports to be secured by the MAEM Deposit;

(viii) compel the CalPX to turn over to MAEM the MAEM Deposit;

  (ix) compel the CalPX and the CAISO to turn over to MAEM any
       amounts found to be owing to MAEM in the FERC Refund
       Proceedings without setoff, counterclaim or other defense
       of any kind when the distributions are authorized by the
       FERC;

   (x) disallow the CalPX Claim and the CAISO Claims pursuant to
       Section 502(d) until the MAEM Deposit and Receivables
       found to be owing to MAEM are turned over to MAEM without
       setoff or counterclaim of any kind;

  (xi) declare that CAISO's Claims do not assert a claim for any
       refunds that may be found to be payable by MAEM in
       the FERC proceedings, or, in the alternative, disallow
       the CAISO's Claims to the extent that they are
       duplicative of the claims filed by the other California
       Parties with respect of refunds that are ultimately
       allowed by the Court;

(xii) declare that the CAISO may not lawfully set off amounts
       found to be owing to MAEM against refunds found to be
       payable by MAEM in the FERC Refund Proceedings; and

(xiii) declare that (a) to the extent setoff rights exist, the
       CAISO waived the right by failing to assert them in its
       Claims, and (b) that, in any event, the CAISO is estopped
       from asserting setoff rights on account that it
       affirmatively stated in its Claims that the claims were
       unsecured non-priority claims.

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 Assigns Low-B Ratings to 6 2004-TOP15 Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2004-TOP15's $891.3
million commercial mortgage pass-through certificates.

The preliminary ratings are based on information as of
July 13, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, and D are currently being offered publicly. Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.83x, a beginning LTV of
78.2%, and an ending LTV of 62.0%.

                    Preliminary Ratings Assigned
               Morgan Stanley Capital I Trust 2004-TOP15
   
Class                            Rating                Amount ($)
A-1                              AAA                  103,000,000
A-2                              AAA                  120,000,000
A-3                              AAA                  122,000,000
A-4                              AAA                  450,441,000
B                                AA                    22,282,000
C                                A                     23,395,000
D                                A-                     5,570,000
E                                BBB+                   8,913,000
F                                BBB                    6,684,000
G                                BBB-                   8,913,000
H                                BB+                    3,342,000
J                                BB                     3,342,000
K                                BB-                    2,228,000
L                                B+                     2,228,000
M                                B                      2,228,000
N                                B-                     2,229,000
O                                N.R.                   4,456,375
X-1*                             AAA                891,251,375**
X-2*                             AAA                851,803,000**

                * Interest-only class.
               ** Notional amount.
               N.R. -- Not rated.


NORTEL NETWORKS: Provides Status Update on Financial Statements
---------------------------------------------------------------
Nortel Networks (NYSE:NT) (TSX:NT) and its principal operating
subsidiary, Nortel Networks Limited, provided a status update
pursuant to the alternative information guidelines of the Ontario
Securities Commission. These guidelines contemplate that the
Company and NNL will normally provide bi-weekly updates on their
affairs until such time as they are current with their filing
obligations under Canadian securities laws.

The Company and NNL reported that there have been no material
developments in the matters reported in their status updates of
June 2, 2004 and June 29, 2004 with the exception of the matters
described below.

"I am pleased with the progress that we have made in the process
to complete the complex restatement and our financial reporting
activities," said Bill Owens, president and chief executive
officer, Nortel Networks. "I am also pleased with Nortel Networks
market momentum and continue to expect our revenues in 2004 to
grow faster than the market (which we now expect will grow in the
low to mid single digits). I am increasingly focused on Nortel
Networks strategic direction and driving improvements in our cash
management and operational efficiencies to allow us to build on
our leadership positions in the marketplace. It has become clear
that we will need to put into place an improved cost structure to
drive financial performance. The Company will take the necessary
steps to ensure that our operations and our investments are
focused and that we are creating and leveraging our competitive
advantages. The current year has been an extremely challenging one
for Nortel Networks in light of our various announcements. That
being said, we are committed to placing Nortel Networks in a
position to succeed as we move through 2004 to 2005 and beyond."

    Status of Restatements and Revisions to Financial Results

The Company and NNL continue to dedicate significant resources to
the process to complete their financial statements as soon as
practicable. As previously announced, the Company and NNL continue
to work on the restatement of their financial results for each
fiscal quarter in 2003 and for earlier periods including 2002 and
2001, and the preparation of their financial statements for the
full year 2003 and the first and second quarters of 2004.

Based on the Company's work to date, which includes significant
progress in the Company's review of the second half of 2003 and
prior periods, and subject to the important limitations described
below, the principal estimated impacts to the Company's results
identified to date are as follows:

   -- Previously announced financial results for 2003 and prior
      periods will be impacted by adjustments to reflect the
      restatements and subsequent events. At this time, the
      Company has identified a reduction of approximately 50
      percent in previously announced net earnings for 2003,
      arising principally from the restatement work which is
      partially offset by adjustments for subsequent events
      occurring after the balance sheet date of December 31, 2003.
      These amounts will largely be reported in prior periods,
      substantially in 2002, and together with other adjustments,
      will result in a reduction in previously reported net losses
      in those periods. This reduction in 2003 net earnings
      identified to date substantially impacts the Company's
      continuing operations, rather than discontinued operations,
      resulting in the elimination of substantially all of the net
      earnings from continuing operations for the full year 2003;

   -- Approximately two-thirds of the reduction in 2003 net
      earnings identified to date impacts the first half of 2003,
      resulting in a net loss for the first half of 2003 compared
      to the previously reported net earnings for that period. The
      remaining approximately one-third of the reduction
      identified to date impacts the second half of 2003 reducing
      net earnings and earnings from continuing operations for the
      second half of 2003;

   -- No material impact to revenues for any year during the
      restatement period. Adjustments identified to date are less
      than 2 percent on an annual basis of previously announced
      annual revenues. Revenue adjustments in 2003 and prior
      periods identified to date primarily relate to timing issues
      (for example, revenue that should have been deferred to a
      later period or recognized in an earlier period). The
      Company continues its work on the adjustments to revenues
      for the quarterly periods within the restatement period; and

   -- No material impact to the Company's cash balance as at
      December 31, 2003.

The Company's work to date with respect to the restatements and
revisions and the principal estimated impacts mentioned above are
subject to a number of important limitations, including:

   -- these principal impacts are estimated impacts which have
      been identified by the Company based on the work done to
      date and are not projections of the final total impacts. As
      such, these principal estimated impacts continue to be
      preliminary, partial and subject to change;

   -- the ongoing work of the Nortel Networks Audit Committee       
      independent review;

   -- the ongoing work to be done by the Company related to the
      restatements and revisions and the impact of accounting for
      certain other matters, including foreign exchange;

   -- the previously disclosed material weaknesses in the
      Company's internal controls over financial reporting;

   -- the review or audit of the Nortel Networks financial
      statements by the Company's independent auditors; and

   -- the final determination of the impact of adjustments arising
      from subsequent events on the Company's results of operation
      or financial position, as referred to above.

Please note that the above estimates of the principal impacts of
the restatements identified to date have not been the subject of a
review or audit engagement by Nortel Networks independent
auditors, Deloitte & Touche LLP.

         Availability of Q1 and Q2 2004 Limited Preliminary                   
              Results/Financial Statement Filings

As previously announced, the Company expects to be in a position
to announce limited preliminary unaudited results for the first
and second quarters of 2004 by mid August 2004. At that time, the
Company expects to report, on a preliminary unaudited basis, a
cash balance as at June 30, 2004 that is not materially different
from the announced cash balance of approximately US$3.6 billion as
at March 31, 2004.

Based on the Company's expectations as to the completion of its
work, the work of the independent review being undertaken by the
Nortel Networks Audit Committee and the work of the Company's
independent auditors, the Company continues to expect to file, in
the third quarter of 2004, financial statements for the year 2003
and the first and second quarters of 2004, and related periodic
reports, and follow thereafter, as soon as practicable, with any
required amendments to periodic reports for prior periods.

The Company's expectation as to timing of events, including the
availability of limited preliminary unaudited results for the
first and second quarters of 2004 and the filing of financial
statements and related periodic reports, is subject to change.
Specifically, the completion of the Company's work and the related
audits of annual results by the Company's and NNL's independent
auditors is dependent upon the timing of the completion and
results of the independent review being undertaken by the Nortel
Networks Audit Committee.

                    Nortel Networks Limited

The financial results of NNL are consolidated into the Company's
results. NNL's financial statements for the applicable periods
will also be restated upon the related restatements of the
Company's financial statements. NNL's preferred shares are
publicly traded in Canada.

                        Other Matters
   
                  Status of Civil Proceedings

On June 30, 2004, the United States District Court in the Southern
District of New York signed Orders which consolidated the 27 class
action complaints that have been filed against Nortel Networks,
and certain former officers, in the Southern District of New York
and appointed lead counsel and lead plaintiffs in respect of the
consolidated action. As previously announced, the 27 class action
complaints variously allege that, in connection with the
comprehensive review and analysis of Nortel Networks assets and
liabilities, the named defendants made materially false and
misleading statements in violation of U.S. securities laws.

On July 12, 2004, the Company received a letter purporting to be
on behalf of a class of shareholders of Nortel Networks. The
letter claims that certain directors and officers, and certain
former directors and officers, of Nortel Networks breached
fiduciary duties owed to the Company during the period from 2000
to 2003 including by (i) causing the Company to engage in unlawful
conduct or failing to prevent such conduct; (ii) causing the
Company to issue false statements; and (iii) violating law. The
letter requires that the Company seek to recover its damages
arising from the alleged breaches. The letter demands that the
Company commence a proposed action against the listed individuals
within 14 days or the class of shareholders will do so.

                   About Nortel Networks

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The Company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at www.nortelnetworks.com/ or
http://www.nortelnetworks.com/media_center

                      *     *     *

As reported in the Troubled Company Reporter's June 25, 2004
edition, Standard & Poor's Ratings Services said that its long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed April 28, 2004.

As previously reported Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.


OMNI FACILITY: Wants to Employ Ordinary Course Professionals
------------------------------------------------------------
Omni Facility Services, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for Southern District of New York for
authority to employ professionals they turn to in the ordinary
course of their businesses without the need for filing separate
formal retention applications for each Professional

Frank A. Oswald, Esq., at Togut, Segal & Segal, LLP, in New York,
tells the Court that before the Petition Date, the Debtors
employed, from time to time, professionals to render services
relating to, among other things:

   (a) labor and employment,
   (b) litigation,
   (c) accounting,
   (d) auditing, and
   (e) other matters requiring the expertise and assistance of
       professionals.

The Debtors want to continue the Ordinary Course Professionals'
employment to render services to their estates that are similar to
the services rendered prior to the Petition Date.  The services
include legal services regarding specialized areas of the law and
other matters requiring professional expertise and impacting the
Debtors day-to-day operations.  

Mr. Oswald contends that if the expertise and background knowledge
of these Ordinary Course Professionals with respect to the
particular areas for which they were responsible prior to the
Petition Date are lost, the Debtors' estates undoubtedly will
incur additional and unnecessary expenses because they will be
forced to retain other professionals without the background and
expertise.  

The Debtors propose that they be permitted to pay, without formal
application to the Court by any Ordinary Course Professional, 100%
of the postpetition fees and disbursements to each Professional on
the submission of an appropriate invoice setting forth the nature
of the services rendered after the Petition Date.

The Debtors estimate that the interim fees and expenses will not
exceed a total of $100,000 per month for all Ordinary Course
Professionals and $25,000 per month for any single Ordinary Course
Professional.  To the extent that fees payable to any Ordinary
Course Professional exceed $25,000 for any individual month, the
Ordinary Course Professional will submit a monthly statement for
all compensation sought for that month to the Debtors and the
Interested Parties.

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


OWENS CORNING: Credit Suisse, et al., Provide Status Report
-----------------------------------------------------------
Credit Suisse First Boston, as agent to certain prepetition bank
lenders, tells Judge Fullam that the Owens Corning Debtors'
bankruptcy cases have two pivotal threshold issues:

   -- the value of the tort claims; and

   -- whether the Debtors will be permitted to substantively
      consolidate a successful Fortune 500 public company with
      its separately maintained debtor and non-debtor
      subsidiaries solely to set aside the guarantees provided to
      the Banks by certain of those subsidiaries.

"In the interests of expediting this case, the Banks have always
maintained, and now urge, that both of these pivotal issues be
adjudicated promptly and concurrently.  Until these issues are
resolved, no plan of reorganization should move forward," Adam G.
Landis, Esq., at Landis Rath & Cobb, LLP, in Wilmington,
Delaware, asserts.

As to the value of the tort claims, Mr. Landis relates that the
Debtors have not started, and have repeatedly blocked the Banks
and other commercial creditors from starting, the adjudication of
these threshold issues.  No asbestos claims bar date has been
set, no formal discovery has commenced, no threshold legal issues
have been briefed, no case management order has been entered, and
no trial date has been set.  Instead, the Debtors, the Official
Committee of Asbestos Personal Injury Claimants and the Official
Representative of Future Claimants have together filed a Plan
that simply requires, as a condition to confirmation, that the
tort claims against Owens Corning and Fibreboard be valued at no
less than $16,000,000,000 -- a figure many times larger than
Owens Corning's public disclosures filed with the Securities and
Exchange Commission only months before proposing the Plan.

As to substantive consolidation, the proposed Plan seeks to
redistribute well over $1,000,000,000 of value residing in
certain Owens Corning subsidiary guarantors to the tort creditors
and the bondholders.  The Plan would do so by temporarily
"deeming" these subsidiaries to be substantively consolidated
with Owens Corning, thus pooling all assets and liabilities of
the affected entities and eliminating the Banks' separate
contractual claims against the assets of the subsidiaries.

Mr. Landis points out that the importance of the two issues --
substantive consolidation and tort claim valuation -- cannot be
overstated.  By inflating the tort claims and disregarding the
Banks' guarantees, the Plan would pay the Banks 26% of the
$1,500,000,000 they are owed for prepetition loans.  By contrast,
the Plan proposes to pay more than $4,800,000,000 to trusts for
the benefit of the tort claimants.  Without substantive
consolidation and with a more realistic tort claim valuation
consistent with the Debtors' SEC filings, the Banks should be
paid in full.

The Banks received a term sheet entered into between the Debtors
and the two bondholder members of the Official Committee of
Unsecured Creditors describing an apparent settlement under which
the commercial creditors would receive around 38.5 cents on the
dollar.  The term sheet recited that it is still predicated on a
tort claim valuation figure of $16,000,000,000.  The term sheet
raises significant questions but confirms what the Banks have
consistently argued -- the Plan that defined the joint strategy
of the Debtors and the tort representatives for the past 17
months was unjustifiably aggressive and did not provide a fair
and reliable solution to the Debtors' bankruptcy cases.  Mr.
Landis complains that the term sheet still seeks to impose an
inflated tort claim valuation and strip the Banks of their
contractual rights against the subsidiary guarantors.  From a
procedural perspective, Owens Corning's earlier filed Plan and
disclosure statement, as to which Judge Fitzgerald had granted
conditional approval, must now be replaced by a substantially
revised Plan and disclosure statement.  These documents would
have to be considered at a new disclosure statement hearing
before the revised Plan would move forward.

Judge Fitzgerald acknowledged that the Plan should not be
distributed to creditors for a vote before the District Court
resolves the substantive consolidation issue on which the Plan
relies.  Thus, Mr. Landis asserts that the same logic compels
deferring plan solicitation until both threshold issues --
substantive consolidation and tort claim valuation -- are
resolved by the District Court.  The term sheet does nothing to
alter this basic proposition.  Therefore, the Banks propose to
adopt procedures to resolve both issues expeditiously, so that
the contours of a confirmable plan can be determined before
estate resources are expended on a premature plan process.  The
resolution of either issue against the plan proponents would make
it pointless to pursue the solicitation of votes or a
confirmation hearing.

                    Proposed Steps to Resolve
                 Substantive Consolidation Issues

The Banks propose these steps to address and resolve the
substantive consolidation issues:

   * Pursuant to Rule 63 of the Federal Rules of Civil Procedure,
     the District Court should certify familiarity with the
     existing trial record and determine that it may complete the
     proceedings without prejudice to the parties.  It is not
     necessary to recall any witnesses from the 2003 trial.
     However, if the proponents of the substantive consolidation
     will ask for the recall of any witnesses pursuant to Rule
     63, the Banks suggest that the District Court defer a
     decision whether to recall witnesses until after submission
     of findings, conclusions and memoranda of law, at which
     point it can best assess whether any witness testimony is
     material and disputed in the overall context of the case.

   * The District Court reserved for further proceedings the
     issue of determining the specific amount of harm that the
     Banks would suffer from substantive consolidation, including
     the value of each of the guarantor subsidiaries.  However,
     the Banks believe that imposing substantive consolidation
     would significantly harm the Banks by diverting more than
     $1,000,000,000 to other creditors who do not have claims
     against the subsidiaries.  The Banks remain willing to defer
     an evidentiary hearing on the specific value of each
     guarantor unless the proponents of substantive consolidation
     intend to contest that substantive consolidation would
     significantly harm the Banks, in which case the District
     Court would need to conduct further hearings to consider the
     harm to the Banks prior to the ruling on the motion for
     substantive consolidation.

   * The Banks anticipate that they will seek to augment the
     record in one respect: to submit pleadings from the public
     record of the case, which are subject to judicial notice,
     documenting certain transactions entered into by Owens
     Corning and its subsidiaries since the conclusion of the
     trial that Owens Corning submitted for Bankruptcy Court
     approval.  In these transactions, Owens Corning continue to
     rely on its well developed and carefully maintained
     corporate structure for a variety of legitimate business
     purpose and to respect its inter-company obligations,
     including inter-company guarantees -- contradicting a
     fundamental premise of its purported case for substantive
     consolidation.

   * To assist the District Court in grappling with the
     voluminous record, the Banks propose that the parties make
     simultaneous submissions of proposed findings of fact and
     conclusions of law on August 6, 2004, accompanied by post-
     trial briefs no longer than 60 pages.  The Banks propose
     that the four parties supporting substantive consolidation
     jointly file a single 60-page brief.

   * Simultaneous reply briefs of no more than 25 pages should be
     filed on September 14, 2004.

   * The Banks suggest that oral argument be scheduled after that
     at the convenience of the District Court.

   * Also pending before the District Court is the adversary
     proceeding in which the Debtors allege that granting of the
     guarantees more than three years before the bankruptcy
     filing constituted avoidable fraudulent conveyances.  The
     Banks' motion to dismiss the complaint was fully briefed
     before being deferred pending resolution of the substantive
     consolidation motion.  The Banks are prepared to proceed on
     the dismissal motion either now or promptly following a
     ruling on substantive consolidation.

                Suggested Approach for Resolving
                    Asbestos Valuation Issues

Concurrent with the process of setting an asbestos bar date, the
Banks propose these steps to address the tort claims valuation
issue:

   * The Debtors should be directed to provide full, open, and
     transparent discovery of all facts relevant to the valuation
     of tort claims.  Although some informal exchange of data has
     occurred, no formal discovery has been permitted, and much
     of the information requested by commercial creditors has
     been refused.  The Bankruptcy Court has taken initial steps
     toward establishing a discovery process in connection with
     the Commercial Committee's request to appoint a Chapter 11
     Trustee, but discovery pertaining to a valuation of the tort
     claims, in any event, should be addressed in the District
     Court in light of the withdrawal of the reference on
     asbestos-related issues.

   * Following discovery, the District Court should set a
     briefing schedule for motion practice to address significant
     threshold issues regarding the validity and enforceability
     of:

     -- certain categories of alleged tort claims, including the
        tens of thousands of claims likely to be asserted by
        "unimpaired" claimants;

     -- certain other types of claims that lack sufficient
        evidence of causation and are therefore not legally
        compensable;

     -- claims for punitive damages, which are subordinated and
        thus not recoverable in insolvent cases; and

     -- claims that may be barred in the absence of adequate
        proof of exposure to Owens Corning or Fibreboard
        products.

   * The written motion practice would be followed or
     supplemented, as appropriate, by evidentiary hearings,
     including Daubert hearings, as to particular categories of
     claims and appropriate expert testimony.

The Banks believe that these procedures can result in a more
reasonable and accurate valuation of Owens Corning's and
Fibreboard's likely post-bankruptcy tort liability -- a necessary
component of any confirmable plan.

Three parties join and adopt the Banks' statement:

   -- Kensington International, Limited;

   -- Springfield Associates, LLC; and

   -- Angelo, Gordon & Co., Ltd., on behalf of managed accounts
      and funds, being the holders of indebtedness under the
      June 26, 1997 Credit Agreement, aggregating to more than
      $500,000,000.

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: Resolves FERC Refund Claims With Duke Energy
---------------------------------------------------------
Pacific Gas and Electric Company says Duke Energy has signed a
settlement agreement with the California parties, including PG&E,
to resolve overcharge and market manipulation claims from the sale
of electricity into the California market between May 1, 2000 and
June 20, 2001.

As part of the settlement agreement, Duke Energy will provide
approximately $207 million in offsets and cash to purchasers of
electricity, and Pacific Gas and Electric Company's portion will
be about $86 million. The company's amount will be used to reduce
the Regulatory Asset established as part of the Chapter 11
settlement agreement approved by the California Public Utilities
Commission (CPUC).

"The Duke settlement is another positive step in remedying the
overcharges during California's energy crisis," said Roger J.
Peters, Pacific Gas and Electric Company's senior vice president
and general counsel. "We are hopeful that recent settlement
discussions in Washington, D.C. will result in future agreements
with others to resolve additional market manipulation claims."

The settlement agreement satisfies Duke Energy's portion of the
California refund case pending before the Federal Energy
Regulatory Commission (FERC). The California parties represented
in the settlement are: the California Department of Water
Resources, the California Attorney General's Office, the CPUC,
Southern California Edison, San Diego Gas & Electric, and Pacific
Gas and Electric Company.

Earlier this year, settlements were reached with Dynegy, Inc. and
The Williams Cos.

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.


PARMALAT: Committee Gets Until July 30 To Investigate GE Capital
----------------------------------------------------------------
In Parmalat Group North America's bankruptcy proceedings, General
Electric Capital Corporation agrees to extend the Official
Committee of Unsecured Creditors' deadline to investigate claims,
rights and causes of action against GE Capital and its affiliates
until July 30, 2004, without prejudice to the Committee's right to
seek and GE Capital's right to object to a further extension.  
Judge Drain approves the Stipulation.

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 SATELLITE: Turns to FTI Consulting for Financial Advice
---------------------------------------------------------------
Ted S. Lodge, Pegasus' President, Chief Operating Officer and
Counsel, relates that the Pegasus Satellite Communications, Inc.
Debtors have selected FTI Consulting, Inc., as financial advisor
in their Chapter 11 cases, based on its vast experience in
providing financial advisory services in large and complex Chapter
11 cases and its familiarity with the Debtors' business, finances,
capital structure and operations.

FTI is a well-respected financial advisory and consulting firm
and its professionals have extensive experience working with
financially troubled entities in complex financial
reorganizations.

On May 20, 2004, the Debtors engaged FTI to provide certain
financial advisory and consulting services.  Since that time,
FTI's professionals have worked closely with the Debtors'
management team and the Debtors' other professionals, and they
have become well acquainted with the Debtors' operations and
business.

As the Debtors' financial advisor, FTI will:

   (a) assist the Debtors in the preparation of financial-related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statement of Financial
       Affairs and Monthly Operating Reports;

   (b) assist the Debtors with information and analyses required
       pursuant to the hearings regarding the use of cash
       collateral and other financing deemed necessary;

   (c) assist with the identification and implementation of
       short-term cash forecasting and cash management
       procedures;

   (d) assist with the identification of executory contracts and
       leases and performance of cost/benefit evaluations with
       respect to the affirmation or rejection of each;

   (e) assist in the preparation of financial information for
       distribution to creditors and others, including cash flow
       projections and budgets, cash receipts and disbursement
       analysis, analysis of various assets and liability
       accounts, and analysis of proposed transactions for which
       Court approval is sought;

   (f) attend meetings and assist in discussions with potential
       investors, banks and other secured lenders, any official
       committee appointed in the Debtors' Chapter 11 cases, the
       U.S. Trustee, other parties-in-interest and their
       professionals, as requested;

   (g) analyze creditor claims by type, entity and individual
       claim, including assistance with development of databases
       to track the claims;

   (h) assist in the preparation of information and analysis
       necessary for the confirmation of a Chapter 11 plan in the
       Debtors' Chapter 11 cases;

   (i) assist in the evaluation and analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers;

   (j) provide litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case-related issues as required by the
       Debtors; and

   (k) render other general business consulting or other
       assistance as the Debtors' management or counsel may deem
       necessary.

FTI's hourly rates, subject to periodic adjustment, are:

       Senior Managing Directors          $560 - 625
       Directors/Managing Directors        395 - 560
       Associates/Consultants              195 - 385
       Administration/Paraprofessionals     95 - 168

Furthermore, the Debtors paid FTI $265,156 for estimated fees and
expenses incurred through the Petition Date.  Before the Petition
Date, the Debtors remitted $150,000 to FTI as a retainer for its
fees and expenses.  The source for the payments was the Debtors'
cash on hand.

According to Randall S. Eisenberg, Senior Managing Director of
FTI, the firm does not hold any diverse interest against the
Debtors or any parties-in-interest.  Mr. Eisenberg assures the
Court that FTI is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

At the Debtors' request, Judge Haines permits the Debtors to
employ FTI as financial advisor in their Chapter 11 cases.

The Court rules that FTI will continue to maintain the internal
ethical screen established to separate those employees of FTI
that have and will render services to the Debtors from those
employees of FTI that have and may render services to DirecTV,
Inc. in a certain patent infringement litigation matter where
Pegasus Development Corporation, a non-debtor affiliate of the
Debtors, is the plaintiff.

The Debtors and FTI:

   (a) have agreed that any controversy or claim related to the
       services provide by FTI to the Debtors will be brought in
       the Court;

   (b) consent to the jurisdiction and venue of the Court or the
       United States District Court, District of Maine -- if the
       reference is withdrawn -- as the sole and exclusive forum
       for the resolution of those claims, causes of actions or
       lawsuits;

   (c) waive trial by jury;

   (d) will submit to mediation and arbitration if the Court or
       the District Court does not have or retain jurisdiction
       over the claims and controversies; and

   (e) agree that judgment on any arbitration award may be
       entered in any court having proper jurisdiction.

The Debtors agree to indemnify and hold harmless FTI from and
against any and all claims and liabilities arising out of or
relating to FTI's retention, except for gross negligence and
willful misconduct.

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: NEG Wants To Extend Exclusive Solicitation Period
----------------------------------------------------------------
National Energy & Gas Transmission, Inc., asks Judge Mannes to
further extend its Exclusive Solicitation Period to and including
September 20, 2004, during which only NEG may solicit acceptances
to the Plan.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, explains that even though the Court has
confirmed NEG's Plan, without a further extension of the
Exclusive Solicitation Period, a party-in-interest could file a
competing plan, challenging, and conceivably undoing the
tremendous strides NEG has made toward emerging from Chapter 11,
to the detriment of NEG and its creditors.  While a hostile plan
filing under the current circumstances would likely fail, it
would nevertheless cause great mischief and disruption in the
progress of the case.

Mr. Nussbaum asserts that the 90-day extension will allow NEG to
pursue the implementation of its Confirmed Plan and provide the
time needed to satisfy the conditions to the Effective Date.

According to Mr. Nussbaum, the Court should extend the Exclusive
Solicitation Period because NEG has worked diligently and has
made good faith progress towards reorganization.  The
confirmation of the Plan is a result of extensive work by NEG,
the Official Committee of Unsecured Creditors and the Official
Noteholders Committee.  NEG does not intend to seek an extension
of exclusivity to gain some unfair bargaining position over its
creditors.  In fact, the exclusivity enjoyed by NEG will still be
only a little more than twelve months beyond the Petition Date.
Mr. Nussbaum argues that 24 months or less is not an excessive
period of time for a court to grant extension of exclusivity in a
case as large and complex as NEG's Chapter 11 case.

The hearing to consider NEG's request is scheduled on August 5,
2004.  Pursuant to the Order for Complex Chapter 11 Bankruptcy
Case dated July 9, 2003, NEG's Exclusive Solicitation Period is
automatically extended, without the necessity of a bridge order,
until the conclusion of that hearing.

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


PHOENIX GROUP: Needs New Capital to Satisfy Obligations
-------------------------------------------------------
For the period beginning September 26, 2003 and ending March 31,
2004, The Phoenix Group Corporation reported a loss from
operations of approximately $796,000. This is largely attributable
to the costs of sustaining a corporate infrastructure and the
related overhead deemed necessary to support management's
strategic growth initiatives upon the emergence of the Company
from bankruptcy. The bankruptcy proceedings and their attendant
distractions have exhausted the Company's capital resources and
have had a material adverse effect on short-term liquidity and the
Company's ability to satisfy its residual corporate obligations.
The Company requires an infusion of new capital, a newly
established business base and a related level of profitability to
meet its ongoing obligations.

In light of the Company's current financial position, its
inability to independently meet its short-term corporate
obligations, its viability as a going concern is uncertain. The
Company is currently exploring strategic opportunities including,
but not limited to, potential mergers or acquisitions. An
investment advisory firm has been retained to assist with the
strategic review and to formulate proposed plans and actions for
consideration by the Board of Directors of the Company. Despite
these activities, there can be no assurance that management's
efforts to re-direct and re-capitalize the Company will be
successful.


POLO BUILDERS: Wants to Hire Shaw Gussis as Bankruptcy Attorneys
----------------------------------------------------------------
Polo Builders, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, for permission to hire Shaw Gussis Fishman Glantz
Wolfson & Towbin, LLC as attorneys in their bankruptcy cases.

Specifically, the Firm will:

   a. give the Debtors legal advice with respect to their
      rights, powers and duties as debtors in possession in
      connection with administration of its estate, operation of
      their business and management of their properly;

   b. assist the Debtors in the negotiation, formulation and
      drafting of a plan of reorganization;

   c. take such action as may be necessary with respect to
      claims that may be asserted against the Debtors and
      property of their estates;

   d. prepare applications, motions, complaints, orders and
      other legal documents as may be necessary in connection
      with the appropriate administration of the Debtors' Cases;

   e. represent the Debtors with respect to inquiries and
      negotiations concerning creditors of the their estates and
      property of their estates;

   f. initiate, defend or otherwise participate on behalf of the
      Debtors in all proceedings before this Court or any other
      court of competent jurisdiction; and

   g. perform any and all other legal services on behalf of the
      Debtors that may be required to aid in the proper
      administration of their estates.

The attorneys and paralegals expected to be working on the
Debtors' cases and their hourly rates are:

         Professional                     Billing Rate
         ------------                     ------------
         Steven B. Towbin                 $480 per hour
         Richard M. Fogel                 $350 per hour
         James J. Teich                   $225 per hour
         Patricia Fredericks (Paralegal)  $170 per hour

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.


POPE & TALBOT: S&P Revises Ratings Outlook To Stable From Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer, Pope & Talbot Inc. to stable from negative. The
corporate credit and senior unsecured debt ratings are affirmed at
'BB'.

"The outlook revision reflects expectations that Pope & Talbot's
credit measures will strengthen significantly during 2004 to
levels more appropriate for the ratings because of favorable pulp
and lumber market conditions," said Standard & Poor's credit
analyst Pamela Rice.

The Portland, Oregon-based company's substantial operating
leverage should produce much more robust earnings and cash flows
than the company has experienced during the past three years. As a
result, the company is expected to reduce debt, which has been
elevated by weak earnings during the lengthy cyclical downturn.
Pulp prices have risen significantly so far in 2004 and are not
expected to meaningfully retreat in the near term because of
improving U.S. paper demand. In addition, the company should
continue to benefit from relatively high lumber prices, which are
helping to offset duties on lumber exported to the U.S. from
Canada. Debt, including accounts receivable sold and capitalized
operating leases, at March 31, 2004 was $292 million.

The ratings reflect Pope & Talbot's moderate size, its
participation in highly cyclical pulp and lumber markets, limited
product diversity, and an aggressive financial profile. These
weaknesses are partly offset by good geographic diversity of
sales, long-term fiber supply and customer contracts, and
significant operating leverage that should produce stronger
financial results amid favorable near-term market conditions.

Pope & Talbot's focus on commodity products in highly cyclical,
fragmented, and competitive markets subjects the company to
considerable earnings and cash flow volatility. Nonetheless, the
company's pulp operations benefit from a geographically diverse
revenue base and some stability from long-term fiber supply and
customer contracts.

Although prices for pulp and lumber usually tend to move in
opposite directions, both products suffered from a protracted
downturn between 2001 and 2003, causing the company to experience
very weak financial results. In addition, a strong Canadian dollar
has hurt Pope & Talbot's recent performance because about 75% of
its production is in Canada. However, pulp prices have increased
steadily over the past few months to their highest level in more
than three years, which should substantially boost Pope & Talbot's
earnings and cash flows. Also, manufacturing cost improvements
should provide substantial operating leverage as markets recover.


PRIMEDIA: Promotes Steven Aster to Consumer Marketing President
---------------------------------------------------------------
PRIMEDIA Inc. (NYSE:PRM), the leading targeted media company,
promoted Steven Aster, 47, to President of Consumer Marketing for
the company's Enthusiast Media Group.

In this newly created position, Mr. Aster will be responsible for
marketing products related to the company's special interest
magazines directly to consumers by using the company's extensive
database. He will report to President & CEO Kelly Conlin.

"Steve has been the architect of a significant overhaul of our
database information system," Conlin said. "We have vital
information on more than 31 million subscribers across 29 million
households, making this one of the largest subscription databases
in media. With this new initiative we will focus on increasing the
revenue per each subscriber by marketing products and services
appropriate for the special interests of our readers."

This new initiative to upgrade PRIMEDIA's database information
system follows the company's investment in technology that takes
basic subscription data and enhances it with more than 50
variables to allow increasingly precise targeted marketing. This
initiative under Mr. Aster's leadership is a cornerstone of the
company's strategy to drive organic growth from its market leading
brands.

"One of the advantages of our publishing model is the connection
we have with something that's important in our subscriber's life,
whether it be scrapbooking, fishing, sailing, hot rodding, hunting
or any other subject covered by our 120 enthusiast magazines,"
said Mr. Aster. "With that connection comes an opportunity to
offer relevant and affiliated products that enhance the enjoyment
of their special interest."

Mr. Aster joined PRIMEDIA in 2000 as an Executive Vice President
of PRIMEDIA's consumer magazine group. Over the past four years,
he has instituted innovative circulation, distribution and
marketing programs including expansion of PRIMEDIA's titles into
bookstores, such as Borders and Barnes & Noble, and national
retailers such as Wal-Mart, Auto Zone, Pep Boys and Meijer's. He
has also managed the distribution and marketing of numerous
specially branded products including the Ultimate Mustang Shoot
Out DVD, The Band of Brothers Commemorative Issue, and the Street
Rodder Assembly Guide, which are examples of the kinds of products
that PRIMEDIA can develop to capitalize on the passions of its
readers. In addition, he has been successful in the consolidation
of multiple fulfillment operations and national newsstand
distributors, reducing costs for the company and more effectively
utilizing circulation resources.

"We have made significant progress in both the marketing of our
consumer media properties and our ability to assess the
performance of magazines and specially branded products," Mr.
Aster said. "With PRIMEDIA's new direction and our systems'
improved sophistication, we are going to be even better in the
years ahead at capitalizing on the strength of our enthusiast
content to reach more passionate consumers, more ways, with more
products."

Prior to joining PRIMEDIA, Mr. Aster was Senior Vice President of
Global Operations for Disney Publishing Worldwide and was
responsible for circulation strategies, magazine rate base levels
and book programs for global products. Prior to joining Disney, he
served as Vice President for Consumer Marketing and Circulation at
The McGraw-Hill Companies, where he managed Business Week's
worldwide circulation objectives and oversaw four regional offices
in New York, Dallas, Asia and Europe. He has also held marketing
and circulation positions at The New York Times, Scholastic, Inc.,
and The Times Mirror Magazines, Inc.

                        About PRIMEDIA

PRIMEDIA is the leading targeted media company in the United
States. With 2003 revenues from continuing businesses of $1.3
billion, our properties deliver content via print as well as the
Internet, live events, and video and offer highly effective
advertising and marketing solutions in some of the most sought-
after niche markets. PRIMEDIA Enthusiast Media includes more than
120 consumer magazines, their Web sites and About.com, and is the
#1 special interest magazine publisher in the U.S. with well-known
brands such as Motor Trend, Automobile, Creating Keepsakes, In-
Fisherman, Power & Motoryacht, Hot Rod, Snowboarder, Stereophile,
and Surfer. PRIMEDIA Consumer Guides is the #1 publisher and
distributor of free consumer guides, with Apartment Guide, Auto
Guide and New Homes Guide. PRIMEDIA Business Information has
leading positions in 20 market sectors such as Agribusiness,
Communications, Entertainment, Marketing, and Transportation.
PRIMEDIA Education and Training includes Channel One and other
educational and training products. PRIMEDIA's stock symbol is
NYSE:PRM.

                         *   *   *

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

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


QUANTUM CORP: Releases Preliminary Results for Fiscal Q1 2004
-------------------------------------------------------------
Quantum Corp. (NYSE: DSS), a global leader in storage, released
preliminary results for its fiscal first quarter (FQ1), ended June
27, 2004. Quantum expects earnings per share to be toward the
better end of the guidance it provided on May 3, 2004: a GAAP loss
per share in the range of 3-8 cents and non-GAAP earnings per
share in the range of a 1-cent per share profit to a 3-cent per
share loss. Both GAAP and non-GAAP gross margin rates and
operating expenses are now expected to be better than anticipated,
but revenue is expected to be in the range of $170 million to
$175 million -- below the range in the May guidance.

Approximately two-thirds of the expected revenue shortfall is due
to weaker-than-anticipated business in the last two weeks of the
quarter, particularly related to two OEMs for Quantum tape drives
and automation systems, as well as some branded channel sales of
the company's storage systems products. This weakness was spread
across almost all product lines in both Quantum's tape drive and
storage systems businesses but was more significant in the former.

"Quantum continued to make progress on a number of fronts in the
June quarter, including improving gross margin rates and
significantly reducing operating expenses," said Rick Belluzzo,
chairman and CEO of Quantum. "However, like many other technology
companies, we experienced an end-of-quarter softness in sales."

Also contributing to the lower FQ1 revenue were: lower-than-
expected media revenue, resulting from a greater-than-anticipated
percentage of royalty sales (versus Quantum-branded); and a
slower-than-expected ramp of Quantum's SDLT 600 tape drive, due
primarily to longer-than-anticipated qualification cycles with
system OEMs and tape automation partners.

Quantum will provide complete results and other information about
FQ1 when it makes its quarterly earnings announcement on July 27.

                        About Quantum

Quantum Corp. (S&P, BB- Corporate Credit and B Subordinated Debt
Ratings, Negative), founded in 1980, is a global leader in  
storage, delivering highly reliable backup, recovery and archive  
solutions that meet demanding requirements for data integrity and  
availability with superior price/performance and comprehensive  
service and support. Quantum is the world's largest supplier of  
half-inch cartridge tape drives, and its DLTtape(TM) technology is  
the standard for tape backup, recovery and archive of business-
critical data for the mid-range enterprise. Quantum offers the  
broadest portfolio of tape autoloaders and libraries and is one of  
the pioneers in the disk-based backup market, providing solutions  
that emulate a tape library but are optimized for backup and  
recovery. Quantum sales for the fiscal year ended March 31, 2004,  
were approximately $808 million. Quantum Corp., 1650 Technology  
Drive, Suite 800, San Jose, CA 95110, 408-944-4000,  
http://www.quantum.com/


RED HAT: Plans To Restate Financials to Reflect Method Change
-------------------------------------------------------------
Red Hat, Inc. (NASDAQ: RHAT) has corrected the manner in which it
recognizes revenues for certain of its subscription agreements
and, as a result, will restate its audited financial statements
for the fiscal years ended February 29, 2004, February 28, 2003,
and February 28, 2002, and its unaudited financial statements for
the fiscal quarter ended May 31, 2004.

The decision results from recent discussions between the Company
and the Company's independent auditors, PricewaterhouseCoopers,
following the normal rotation of audit partners required by the
accounting profession's rotation rules. As a result of these
discussions, the Company determined it would be appropriate to
stop recognizing revenue for subscription agreements on a monthly
basis - a method it has consistently applied for the last five
years - and start recognizing revenue on a daily basis over the
particular contract term.

The restatement is due entirely to the correction in the Company's
method of recognizing revenue for subscription agreements. The
effect of using the new method is to defer a portion of the
revenue that had been previously recognized in the month of
commencement of a subscription to the month in which the
subscription ends.

This correction in method has no effect on the amount of revenues
that the Company will ultimately recognize from the subscriptions
to the Company's Red Hat Enterprise Linux product that the Company
has sold over the last 24 months, nor does it affect the
sequential quarterly growth in the number of subscriptions sold
over the last two fiscal years or the increase in operating cash
flows that has resulted from the increase in the number of new
subscriptions sold over this period.

While the new accounting method is not expected to materially
affect annual revenues and will not affect operating cash flows or
the number of new subscriptions for any quarterly period, it is
expected to result in significant percentage differences in
certain items such as quarterly operating profit and net income.
Attached is a summary of the estimated range of effects of the
accounting change on the Company's annual and quarterly historical
results.

"The restatement is not expected to reflect any material
difference in the meaningful historical trends of our business,
nor will it adversely affect our business outlook, which remains
strong," said Matthew Szulik, Chairman and Chief Executive Officer
at Red Hat. "We remain committed to meeting high standards in
providing timely, accurate and transparent financial reporting,
and our planned restatement reflects this commitment. The
restatement will also assure that future comparisons to past
periods are made on a consistent basis."

The Company recognized revenues, prior to the correction, using a
method that resulted in revenue recognition as if the subscription
commenced on the first day of the month in which the subscription
was sold. For example, the Company would have recognized one-
twelfth of the revenue of a twelve-month subscription in the
calendar month during which the subscription commenced, and the
remaining subscription revenue over the next eleven calendar
months.

On June 16, 2004, the Company's independent auditors informed the
Company that it should consider recognizing revenue from a
subscription over the term of the subscription (for example, the
number of days in the subscription period), which ultimately
resulted in the Company deciding to change to this method. The
resulting change in method will now mean that the Company will
begin to recognize revenue on the date of commencement of a
subscription and ratably over the remaining term of the
subscription. The effect of the Company's decision is to defer a
portion of the subscription revenues that would have been
recognized in the month of the commencement of the subscription to
the last month of the subscription term.

Red Hat is currently not aware of any other adjustments that will
be required to its historical financial statements in addition to
those reflected in the estimates in the attached summary. It is
possible, however, that other items may be identified in the
process of restating the Company's financial statements. In
addition, the Company is in the process of responding to prior
comments and questions from the SEC regarding its Annual Report on
Form 10-K. Although the Company does not anticipate that the
review by the Staff will result in any material changes to
previously reported financial results, the Company cannot provide
assurances that such changes will not be required.

The Company will be filing a Form 12b-25 extending the deadline
for the filing of its Form 10-Q for the fiscal quarter ended May
31, 2004, and currently anticipates filing its Form 10-Q for that
fiscal quarter on or before July 19, 2004. As soon as practicable,
the Company will amend its Form 10-K for the fiscal year ended
February 29, 2004.

                     About Red Hat, Inc.

Red Hat, the world's leading provider of open source solutions to
the enterprise, is headquartered in Raleigh, NC with satellite
offices spanning the globe. Red Hat is leading Linux and open
source solutions into the mainstream by making high quality, low
cost technology accessible. Red Hat provides operating system
software along with middleware, applications and management
solutions. Red Hat also offers support, training and consulting
services to its customers worldwide and through top-tier
partnerships. Red Hat's Open Source strategy offers customers a
long-term plan for building infrastructures that are based on and
leverage open source technologies with focus on security and ease
of management. Learn more: http://www.redhat.com/

                         *   *   *

As reported in the Troubled Company Reporter's June 28, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
corporate credit and senior unsecured ratings to Raleigh, North
Carolina-based Red Hat, Inc.

"The ratings reflect very high leverage; rapid growth; Red Hat's
narrow product offering in the early stages of adoption; low
barriers to entry; and a rapid technology evolution. These
concerns partially are offset by adequate liquidity and positive
cash flow, as well as a good number of software applications
written for Red Hat's operating systems," said Standard & Poor's
credit analyst Emile Courtney. In addition, Red Hat benefits from
the company's growing, although not exclusive, partnerships with
large computer hardware original equipment manufacturers.


RELIANCE: Court Approves Bank Committee's Disclosure Statement
--------------------------------------------------------------
At the hearing on July 7, 2004, Judge Gonzalez held that
Disclosure Statement with respect to the First Amended
Reorganization Plan for Reliance Financial Services Corporation
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code and complies with the requirements of the
Bankruptcy Code and Bankruptcy Rules.  Accordingly, Judge
Gonzalez approved the Disclosure Statement for distribution to
voting creditors.

Judge Gonzalez will hold a hearing to consider the confirmation
of the Plan on August 30, 2004 at 9:30 a.m. in Manhattan.  
Objections to plan confirmation are due August 16, 2004.

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)    


ROBERDS INC: Court Sets Aug. 16 As Administrative Claims Bar Date
-----------------------------------------------------------------
On May 7, 2004, the U.S. Bankruptcy Court for the Southern
District of Ohio entered an order establishing the last day to
file administrative expense requests against Roberds, Inc., and
its debtor-affiliates.  Administrative claims are debts which
arose from January 19, 2000, through March 31, 2004.

August 16, 2004 is the administrative claims bar date.  
Administrative expense payment request forms should be filed with
the clerk of court and served on Roberds, Inc.'s claims agent at:

                    John Grigsby & Associates
                    P.O. Box 117
                    Grove City, OH 43123

Administrative Request Forms may be obtained by contacting the
claims agent by telephone at 614-871-1163 or by e-mail at
robersform@aol.com

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


ROCKWELL MEDICAL: Q2 Investor Earnings Call Set for August 12
-------------------------------------------------------------
Rockwell Medical Technologies, Inc. (Nasdaq: RMTI) will hold a
conference call on Thursday, August 12, 2004 at 11:00 a.m. EDT to
discuss second quarter 2004 results. The Company intends to
release its results before the market opens on the same date. Rob
Chioini, Chairman and CEO, and Thomas Klema, CFO, will be hosting
the call to review Rockwell's results and answer questions from
investors.

    The call will be held on:

    Thursday, August 12, 2004
    Starting Time 11:00 a.m. Eastern Time
    Dial in Number:  888-896-0862

When calling in please refer to the Rockwell Medical Technologies,
Q2 2004 Conference Call and provide the operator with your name
and company affiliation.

Investors who prefer to participate using the Internet may access
the following link for Real Player:

  http://orion.calleci.com/servlet/estreamgetevent?id=4012&folder=default

Or for Windows Media Player:

  http://orion.calleci.com/servlet/estreamgetevent?id=4013&folder=default  

International Investors may dial in directly on 973-935-8597.

Investors who are unable to listen to the Rockwell earnings
conference call will be able to access a replay via our web site
at http://www.rockwellmed.com/There will be no telephone replay.

Rockwell Medical Technologies, Inc. is an innovative leader in
manufacturing, marketing and delivering high-quality dialysis  
solutions, powders and ancillary products that improve the quality  
of care for dialysis patients.  Dialysis is a process that  
duplicates kidney function for those patients whose kidneys have  
failed to work properly and suffer from chronic kidney failure, a  
condition also known as end stage renal disease (ESRD). There are  
an estimated 350,000 dialysis patients in the United States and  
the incidence of ESRD has increased 6-8% on average each year over  
the last decade.  Rockwell's products are used to cleanse the ESRD  
patient's blood and replace nutrients in the bloodstream.   
Rockwell offers the proprietary Dri-Sate(R) Dry Acid Mixing  
System, RenalPure(TM) Liquid Acid, RenalPure(TM) Powder  
Bicarbonate, SteriLyte(R) Liquid Bicarbonate, Blood Tubing Sets,
Fistula Needles and a wide range of ancillary dialysis items.   
Visit Rockwell's Web site at http://www.rockwellmed.com/for more   
information.
                        *   *   *

As reported in the Troubled Company Reporter's March 30, 2004  
edition, Rockwell Medical Technologies, Inc. (Nasdaq: RMTI), a  
leading, innovative hemodialysis concentrate manufacturer in the  
healthcare industry, provided an announcement that its financial  
statements for the year ended December 31, 2003, filed on March  
19, 2004, with the Securities and Exchange Commission in the  
Company's Annual Report on Form 10-KSB, contained a going concern  
qualification from its auditors.   

The Company's audited financial statements have contained a going  
concern opinion since its inception in 1997.


SIGHT RESOURCE: Wants Nod to Retain Thompson Hine as Attorneys
--------------------------------------------------------------
Sight Resource Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for approval of their application to employ Thompson
Hine LLP as their bankruptcy attorneys.

The Debtors tell the Court that they selected Thompson Hine
because the firm has acted as general counsel to some of the
Debtors in specific matters since 2001.  Additionally, the firm
has extensive and diverse experience, knowledge and reputation in
the field of debtors' and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code and in
other areas of law related to the within chapter 11 case.

Thompson Hine will:

   a. advise the Debtors of their rights, powers and duties as
      debtors in possession in the continued operation of its
      business;

   b. advise and assist the Debtors in the preparation of all
      necessary applications, answers, orders, reports and other
      legal papers required in connection with the
      administration of the chapter 11 estates;

   c. represent the Debtors in certain contested matters or
      adversary proceedings commenced by or against the Debtors
      in the above-captioned case;

   d. assist the Debtors in negotiating a plan of reorganization
      with their creditors and to perform all legal services
      necessary to obtain creditor approval, confirmation and    
      implementation of such plan; and

   e. perform other legal services for the Debtors, as debtors
      in possession, which may be necessary herein.

The hourly rates charged by Thompson Hine for services rendered by
its attorneys and paraprofessionals are

         Professionals              Billing Rate
         -------------              ------------   
         Louis F. Solimine          $325 per hour
         J. Michael Herr            $325 per hour
         Lawrence T. Burick         $285 per hour
         Barry M. Block             $265 per hour
         Jeff Aldrich               $150 per hour
         Jennifer L. Maffett        $150 per hour
         Other partners             $275 - $325 per hour
         Other associates           $150 - $250 per hour
         Paralegals                 $100 - $150 per hour

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


SOLUTIA: U.S. Trustee Amends Equity Holders Committee Membership
----------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2,
advises the Court that Smith Management, LLC, resigned from the
Official Committee of Equity Security Holders in the
Solutia, Inc. Debtors' Chapter 11 cases.  The current members of
the Equity Committee are:

      1.  Couchman Partners LP
          800 Third Avenue, 31st Floor
          New York, New York 10022
          Attn: Jonathan M. Couchman
          Tel. No. (212) 287-0725

      2.  Mellon HBV Alternative Strategies LLC
          200 Park Avenue, Suite 3300
          New York, New York 10166
          Attn: Gregory Shrock
          Tel. No. (212) 808-3955

      3.  Prescott Group Capital Management LLC
          1924 South Utica, Suite 1120
          Tulsa, Oklahoma 74104
          Attn: Jeffrey D. Watkins
          Tel. No. (918) 747-3412

      4.  Franklin Advisors, Inc.
          One Franklin Parkway
          San Mateo, California 94403
          Attn: Richard L. Kuersteiner
          Tel. No. (650) 312-4525

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: Agrees to Resolve National Union Insurance Payment Issues
------------------------------------------------------------------
On March 1, 2004, the Spiegel Group Debtors and National Union
Fire Insurance Company of Pittsburgh, Pennsylvania entered into an
Agreement pursuant to which National Union agreed, among other
things, to pay the reasonable and necessary fees, costs, and
expenses incurred in defending the action styled "SEC v. Spiegel,
Inc." pending in the United States District Court for the Northern
District of Illinois, and the reasonable fees, costs and expenses
incurred in defending a subpoena served on an Insured Person as
part of a civil, criminal, administrative or regulatory
investigation, subject to a $20 million aggregate limit of
liability of the Prior Policy.  Under the Court-approved
Agreement, the Debtors agreed to pay National Union a premium of
$6 million to purchase certain going-forward insurance coverage.

Pursuant to the Agreement, National Union agreed to pay $8.2
million, less a $500,000 retention, from the proceeds of the
National Union Directors Officers and Corporate liability
Insurance Policy issued to Spiegel Holdings, Inc., for the period
March 1, 2002 to March 1, 2003.  Of the $8.2 million in invoices
for fees, costs, and expenses incurred by various professionals
on behalf of Insureds that National Union has agreed and been
authorized to pay under the Agreement, all except $211,038 of the
invoices have been paid by the Debtors.  These invoices remain
unpaid up to this time.

Because the amount due under each invoice that National Union has
agreed to pay is due not to the Debtors but to the professionals,
and because the Debtors have not paid the invoices, National
Union has agreed with the Debtors to pay the $211,038 in fees,
costs, and expenses due under the unpaid invoices directly to the
professionals.

Although the Agreement does not require National Union to pay the
Debtors directly for the unpaid invoices, and although the
parties have engaged in good faith discussions in an attempt to
resolve how the fees, costs, and expenses due under the
Agreement will be paid, out of an abundance of caution, the
parties believe that a stipulation is appropriate to resolve the
manner in which payment for the unpaid invoices will be made
under the Agreement.

Thus, the Debtors, National Union, and professionals representing
certain Insureds under the Prior Policy agree that:

   (1) The Debtors will pay National Union the agreed $6 million
       premium.

   (2) National Union will pay directly to the Debtors $8.2
       million in incurred reasonable and necessary fees, costs,
       and expenses, less the $500,000 retention, and less
       $211,038 representing the total amount of the unpaid
       invoices.

   (3) Of the total amount of the unpaid invoices not paid to the
       Debtors, National Union will pay directly these amounts to
       the Professionals:

       Amount                 Professional
       ------                 ------------
       $38,183.65             Crowell & Moring LLP
       157,685.43             Day, Berry & Howard LLP
        12,463.56             Latham & Watkins LLP
         2,705.46             Schopf & Weiss LLP

   (4) Once the specified amounts are paid to the Professionals,
       these Professionals will waive and release their claims
       against the Debtors for the unpaid invoices.

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


STELCO INC: Says Wabush Mines Strike Won't Affect Steel Production
------------------------------------------------------------------    
Stelco Inc. (TSX:STE) says the strike at Wabush Mines will not
impact steel production.

Wabush Mines, one of Stelco's raw material suppliers, is an iron
ore operation in Labrador and Quebec jointly owned by Stelco
(44.6%), Dofasco (28.57%) and Cliffs Mining (26.83%). Cliffs
Mining, which is a subsidiary of Cleveland Cliffs of Cleveland,
Ohio the largest producer of iron ore pellets in North America,
manages the day-to-day operations of the facility.           

On July 5, 2004, 575 members of Local 6285 of the USWA went on
strike putting the operation on idle.

"Because we have committed purchases and secure supply from other
mining properties in which Stelco holds an ownership interest, our
steel production should not be affected through the balance of
2004," said Stelco Chief Operating Officer, Colin Osborne.

Stelco Inc. consumes approximately 5,300,000 tons of iron ore
pellets per year. The Company owns substantial interests in iron
ore properties in Canada and the United States to ensure supply.
Ownership sources constitute about 75 - 80% of total requirements.
The balance is sourced from other suppliers.

Stelco Inc., which is currently undergoing CCAA restructuring
proceedings, is a large, diversified steel producer. Stelco is
involved in all major segments of the steel industry through its
integrated steel business, mini-mills, and manufactured products
businesses. Consolidated net sales in 2003 were $2.7 billion.


TRANS-INDUSTRIES: Former Auditors Cite Going Concern Uncertainty
----------------------------------------------------------------
On May 18, 2004, The Audit Committee of Trans-Industries, Inc. and
subsidiaries was advised by its independent auditors, Grant
Thornton, LLP, that they have declined to stand for reelection as
the Company's independent auditors, and on May 18, 2004, the
Company received a letter from Grant Thornton confirming they will
not stand for reelection as the Company's independent auditors for
the year ended December 31, 2004.

The Audit Report of Grant Thornton on the consolidated financial
statements of the Company as of, and for the year ended December
31, 2003, dated April 2, 2004, expressed substantial doubt about
the Company's ability to continue as a going concern.

The cessation of the client-auditor relationship between the
Company and Grant Thornton was not recommended or approved by the
Company's Board of Directors, or by the Audit Committee of the
Company's Board of Directors. A new independent auditor has not
yet been appointed by the Audit Committee.

For the year ended December 31, 2003 in connection with its audit
of the Company's   consolidated financial statements for the year
ended December 31, 2003, Grant Thornton has advised the Company of
certain internal control matters that Grant Thornton believes are
"reportable conditions" under standards adopted by the American
Institute of Certified Public  Accountants.

As of December 31, 2003, an evaluation was carried out, under the
supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as
defined in Rules 13a-15 (e) and 15d-15 (e) under the Securities
Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, with
the exception of the item listed below, the design and operation
of these disclosure controls and procedures were effective for
gathering, analyzing and disclosing information required to be
disclosed in connection with the Company's filing of its annual
report Form 10-K for the year ended December 31, 2003.

Recent filings of the Company's annual report on Form 10-K have
been filed in a timely manner. However, the Company had to extend
the filing deadline for its Form 10-K and its September 30, 2003
Form 10-Q because it lacked the resources to address the financial
reporting related to   significant and complex business
transactions. The Company intends to evaluate its resources and
make appropriate changes to provide sufficient resources and
additional time to prepare its periodic reports. The Company will
also provide additional time for reviews by        management, the
Audit Committee and the Board of Directors, and file its periodic
reports within the unextended time periods specified in the SEC's
rules and regulations.

Trans-Industries' independent auditors have advised the Company
that the above represents a reportable condition.

Since the date of the evaluation, there have been no significant
changes to the Company's disclosure controls and procedures or
significant changes in other factors that could affect the
Company's disclosure controls and procedures. However, as noted
above, the Company has taken, and is continuing to take, certain
actions designed to enhance its disclosure controls and
procedures.


TWODAYS PROPERTIES: Gets Nod to Hire Busby Smith as Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas gave its
stamp of approval to TwoDays Properties, LLC and its debtor-
affiliates application to engage Busby, Smith & Ford, LLC as their
accountants.

The Debtors tell the Court that both William Smith, CPA and Stan
Busby, CPA have extensive experience in accounting, are familiar
with their business and financial affairs, and are qualified to
represent them in their cases.

Messrs. Smith and Busby are expected to:

   a) obtain an understanding of the current processes employed
      by TwoDays personnel in the administration of their
      program responsibilities;

   b) conduct cross departmental facilitated meeting to discuss
      inter-departmental communication/interaction, work flow
      improvement opportunities;

   c) develop a diagnostic report styled to confirm and/or
      contradict existing practices with the purpose of
      identifying unrealized opportunities of a quality and
      quantitative nature, so as to adjust the course;

   d) facilitate prioritization of recommendations with
      management and departmental team members and establish
      implementation protocol/infrastructure;

   e) coach individual department members in
      implementation/process management planning as regards
      their individual role and initiatives;

   f) prepare income tax returns and compile and review
      financial statements.

Messrs. Smith and Busby will each bill the Debtors at their
current $95 hourly rate.

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.


UNIFLEX: Wants to Hire Dilworth Paxson as Bankruptcy Attorneys
--------------------------------------------------------------
Uniflex, Inc., seeks permission from the U.S. Bankruptcy Court for
the District of Delaware to hire Dilworth Paxson LLP as its
bankruptcy counsel.

Dilworth Paxson will:

   a) provide the Debtor with legal services with respect to its
      powers and duties as a debtor-in-possession;

   b) prepare on behalf of the Debtor or assisting the Debtor in
      preparing all necessary pleadings, motions, applications,
      complaints, answers, responses, orders, United States
      Trustee reports and other legal papers;

   c) represent the Debtor in any matter involving contests with
      secured or unsecured creditors, including the claims
      reconciliation process;

   d) assist the Debtor in providing legal services required to
      prepare, negotiate and implement a plan of reorganization;
      and

   e) perform all other legal services for the Debtor that may
      be necessary herein, other than those requiring
      specialized expertise for which special counsel, if
      necessary, may be employed.

The Debtor tells the court that to the best its knowledge,
Dilworth Paxson does not have any connection with or interest
adverse to the Debtor, the Debtor's estate or the Office of the
United States Trustee, and is not currently representing the two
holders of Debtor's senior secured debt or any of the creditors on
the list of the twenty largest unsecured creditors.

The attorneys presently designated to represent the Debtor are:

         Professional               Billing Rate
         ------------               ------------
         Lawrence G. McMichael      $500 per hour
         Peter C. Hughes            $310 per hour
         Scott J. Freedman          $170 per hour

Paralegal Michelle Patroni bills $100 per hour for her services.

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.


UNITED AGRI: Extends Senior Debt Tender Offer to July 22
--------------------------------------------------------
UAP Holding Corp. and United Agri Products, Inc. are extending the
expiration date for the previously announced offers to purchase
for cash any and all of UAP Holdings' outstanding $125,000,000
principal amount at maturity of 10 3/4% Senior Discount Notes due
2012 and any and all of United Agri Products' outstanding
$225,000,000 principal amount of 8 1/4% Senior Notes due 2011.

The tender offers by the Companies, each previously scheduled to
expire at 5:00 p.m., New York City Time, on Monday, July 12, 2004,
will now expire at 5:00 p.m., New York City Time, on Thursday,
July 22, 2004, unless further extended.

As of 5:00 p.m., New York City Time, on July 12, 2004, all
$125,000,000 aggregate principal amount at maturity of the 10 3/4%
Discount Notes and all $225,000,000 aggregate principal amount of
the 8 1/4% Notes have been validly tendered and have not been
withdrawn in the offers to purchase and consent solicitations.

Each Company's tender offer is conditioned on, among other things,
(a) the consummation of UAP Holdings' offering of Income Deposit
Securities and (b) United Agri Products amending its existing
revolving credit facility and entering into a new senior secured
second lien term loan facility, the net proceeds of both of which
will be used, among other things, to pay the considerations for
the Notes purchased in the tender offers. Information regarding
the pricing, tender and delivery procedures and conditions to the
tender offer and consent solicitation are contained in the Offer
to Purchase and Consent Solicitation Statement dated April 26,
2004, as supplemented by the Supplement thereto dated May 6, 2004
and the accompanying Letter of Transmittal and Consent.

UBS Investment Bank is acting as dealer manager for the tender
offers and consent solicitations. MacKenzie Partners, Inc. is
acting as information agent. Questions about the tender offers may
be directed to the Liability Management Group of UBS Investment
Bank at (888) 722-9555 x4210 (toll free) or (203) 719-4210
(collect), or to MacKenzie Partners, Inc. at (212) 929-5500
(collect) or (800) 322-2885 (toll free). Copies of the Offer
Documents and other related documents may be obtained from the
information agent.

The tender offer and consent solicitation are being made solely on
the terms and conditions set forth in the Offer Documents. Under
no circumstances shall this press release constitute an offer to
buy or the solicitation of an offer to sell the Notes or any other
securities of the Companies. It also is not a solicitation of
consents to the proposed amendments to the indentures and
registration rights agreements. No recommendation is made as to
whether holders of the Notes should tender their Notes or give
their consent.

                     About the Companies

UAP Holdings is a holding company with no significant assets or
operations other than the ownership of 100% of the stock of United
Agri Products. United Agri Products is the largest private
distributor of agricultural and non-crop inputs in the United
States and Canada. It markets a comprehensive line of products
including crop protection chemicals, seeds and fertilizers to
growers and regional dealers. In addition, as part of its product
offering, United Agri Products provides a broad array of value-
added services including crop management, biotechnology advisory
services, custom blending, inventory management and custom
applications of crop inputs. United Agri Products maintains a
comprehensive network of approximately 350 distribution and
storage facilities and five formulation and blending plants,
strategically located throughout the United States and Canada.

                        *   *   *

As reported in the Troubled Company Reporter's May 13, 2004  
edition, Standard & Poor's Ratings Services lowered its corporate  
credit rating on crop protection and agriculture distributor  
United Agri Products Inc. to 'B' from 'B+'.   
  
It also lowered the rating on UAP's existing $500 million senior   
secured revolving credit facility to 'B+' from 'BB-'. The lower   
ratings reflect the company's anticipated more aggressive   
financial profile after its parent company, UAP Holdings Corp.,   
proposed a $625 million issuance of income deposit securities   
(IDS).  
       
At the same time, Standard & Poor's assigned a rating of 'CCC' to   
the senior subordinated notes of UAP Holdings Corp. The ratings
on UAP Holdings' existing senior discount notes have been lowered
to 'CCC+' from 'B-', while the ratings on United Agri Products'   
senior unsecured notes have been lowered to 'B-' from 'B'.   
However, these ratings will be withdrawn upon issuance of the   
income deposit securities, which will be used to retire the debt.  
  
UAP Holdings' proposed $625 million IDS issuance will consist of   
common stock and subordinated notes.  
  
The new bank loan and subordinated debt ratings are based on   
preliminary offering statements and are subject to review upon   
final documentation. The ratings on both UAP and UAP Holdings
have been removed from CreditWatch, where they were placed April
13, 2004.   
  
"Standard & Poor's believes that the IDS structure reflects a more  
aggressive financial policy," said Standard & Poor's
credit analyst Ronald Neysmith. "Previously, UAP did not pay
dividends on its common stock. However, as a result of the IDS
offering, UAP will be distributing roughly 75% of its cash flow as
interest and dividends, thereby materially reducing financial
flexibility."


UNITED AIRLINES: Settles Contract Disputes With Far & Wide
----------------------------------------------------------
United Airlines Inc. and its debtor-affiliates ask the Bankruptcy
Court in Chicago to approve a Stipulation and Agreed Order by and
among Far & Wide Travel Corporation, UAL Loyalty Services, Inc.,
United Air Lines, Inc., and the Travel Corporation Limited.  The
Stipulation resolves the assumption and assignment of certain
executory contracts between the parties.

On May 1, 2002, ULS entered into a Co-Marketing Agreement with
Far & Wide, doing business as Swain Australia Tours, Pacific
Bestours, Inc., and Tourlite International, Inc.  The Agreement
established that ULS and Far & Wide may market and promote the
other's products and services, where Far & Wide sold air
transportation for United in connection with its various tour
packages.

On April 1, 2003, ULS granted Far & Wide:

   (a) an exclusive license to sell travel packages from the
       United States to the North Pacific, South Pacific and
       Latin America under the mark "United Vacations;" and

   (b) a non-exclusive license to use the "United Airlines" logo,
       trademarks, service marks and other corporate
       identification materials.

On September 24, 2003, Far & Wide sought Chapter 11 protection
before the U.S. Bankruptcy Court for the Southern District of
Florida, captioned In re Far & Wide Corporation, et al.,
consolidated Case No. 03-40415-BKC-RAM.  In its Chapter 11 cases,
Far & Wide sold one of its divisions to Travel Corporation
Limited, BVI.  In connection with the sale, Far & Wide seeks to
assume and assign these contracts with the Debtors:

   (1) the Licensing Agreement;

   (2) the Co-Marketing Agreement;

   (3) the Multilateral Tour Operator Agreement;
  
   (4) the International Tour Operator Agreement;

   (5) the Tour Operator Override Agreement/Domestic Tour
       Operator Agreement;

   (6) the Joint Tour Operator Agreement;

   (7) the Domestic Ski Tour Operator Agreement; and

   (8) the United Air Lines Global Consolidator Agreement.

The parties agree that, pursuant to Section 365(b)(1)(A) of the
Bankruptcy Code, Far & Wide will cure defaults by paying
$159,984.  In addition, Travel Corporation Limited will pay the
Debtors $50,000 to satisfy the cure amounts owed.  Travel
Corporation Limited will remit payments to the Debtors as they
become due under the assumed Contracts.

The Bankruptcy Court for the Southern District of Florida has
approved the Stipulation.

John J. Monaghan, Esq., at Holland & Knight, in Boston,
Massachusetts, represents Far & Wide.  Patricia A. Redmond, Esq.,
at Stearns, Weaver, Miller, Wessler, Alhadeff & Sitterson, in
Miami, Florida, represents the Travel Corporation Limited.

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)   


UNITED INDUSTRIES: S&P Assigns B+ Rating To Sr. Secured Bank Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured bank loan rating and a recovery rating of '3' to lawn and
garden care products supplier United Industries Corp.'s proposed
$160 million add-on senior secured bank term loan B due 2011. The
'B+' rating for the company's existing revolving credit facility
due 2010 has been affirmed following a $5 million increase in size
to $130 million as part of this transaction. The 'B+' bank loan
rating is the same as United Industries' corporate credit rating;
this and the '3' recovery rating indicate that lenders can expect
meaningful (50%-80%) recovery of principal in the event of a
default.

In addition, Standard & Poor's assigned its 'B-' bank loan rating
and its '5' recovery rating to the company's proposed $75 million
second-priority senior secured bank term loan C due 2011. The
second-priority bank loan is rated two notches below the corporate
credit rating; this and the '5' recovery rating indicate that
lenders can expect negligible recovery of principal (0%-25%) in
the event of a default or bankruptcy.

Proceeds from the new facilities, along with about $85 million of
common equity and cash on hand will be used to fund the company's
planned acquisition of United Pet Group Inc. The ratings are based
on preliminary documentation and are subject to review once final
documentation has been received.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on United Industries.

The outlook has been revised to positive from stable. United
Industries, operating as Spectrum Brands, had about $456 million
of debt outstanding at March 31, 2004.
   
The outlook revision reflects Standard & Poor's belief that United
Industries' pending acquisition of UPG, a leading manufacturer of
premium branded pet supplies, not only strengthens the company's
business profile but also demonstrates a stronger financial policy
due to United Industries' use of common equity to partially fund
the transaction. The acquisition of UPG will expand United
Industries' product portfolio, diversify its customer base, and
also somewhat reduce its exposure to the highly seasonal and
weather-susceptible lawn and garden business.

"The ratings on United Industries continue to reflect its high
debt leverage, seasonal business characteristics, and competitive
industry dynamics," said Standard & Poor's credit analyst Jean C.
Stout. "These factors are somewhat mitigated by the company's
solid market positions in consumer lawn and garden pesticides and
fertilizers and in household insecticides."

St. Louis, Missouri-based United Industries benefits from a
diversified product portfolio and customer mix following several
acquisitions, and also from favorable industry growth prospects.
The company manufactures and markets consumer lawn and garden
pesticides, indoor and outdoor insecticides, insect repellents,
fertilizers, and soils. Within the growing $2.8 billion U.S.
consumer lawn and garden market and the $1 billion U.S. household
insecticide retail markets, the company participates in the value
and opening price point categories. It is well positioned within
its product categories, and holds either the No. 1 or No. 2
positions in home centers and the mass merchandiser channel.
Still, the industry remains competitive, with branded and
nonbranded participants, including branded segment leader The
Scotts Co. (BB/Positive/--).


VIVENDI UNIVERSAL: Selling Babelsberg Studios in Germany
--------------------------------------------------------
Vivendi Universal (Paris Bourse: EX FP; NYSE: V) reached an
agreement with a group of German investors led by Carl Woebcken
and Christoph Fisser regarding the sale of the Babelsberg Studios
in Potsdam, Germany.

Vivendi Universal is disposing of the Studios for the symbolic
amount of one euro and has agreed to reimburse 18 million euros
worth of debt. This asset disposal is part of the group's loss
elimination policy.

Projects currently being shot at the Studios will not be affected
by the change in shareholding. In the long term and in parallel to
the existing business, the buyers intend to develop the studio
activities in the field of television production.

               About Vivendi Universal Games   
   
Headquartered in Los Angeles, VU Games (S&P, BB Long-Term and B   
Short-Term Corporate Credit Ratings, Positive) is a leading  
global developer, publisher and distributor of multi-platform  
interactive entertainment. Its development studios and publishing  
labels include Blizzard Entertainment, Sierra Entertainment, Fox   
Interactive and Massive Entertainment. VU Games' library of over  
700 titles features multi-million unit selling properties such as   
Warcraft, StarCraft and Diablo from Blizzard; Crash Bandicoot,   
Spyro The Dragon, Ground Control, Tribes and Leisure Suit Larry.


WEIRTON STEEL: Files First Amended Liquidation Plan
---------------------------------------------------
Weirton Steel Corporation presented to Judge Friend their First
Amended Plan of Liquidation on July 9, 2004.  Robert Fletcher,
authorized agent for Weirton Steel, discloses that the Amended
Plan of Liquidation includes these modifications:

A. Class 2 Claims

   The estimated recovery for Class 2 Note and Bond Claims is
   100% of the allowed secured claim pursuant to Settlement and
   Lockup Agreement.

B. Mechanics' Lien Claims

   The estimated $700,000 for all mechanics' lien claims that
   could be allowed does not include the asserted mechanic's lien
   claim for Minteq International, Inc., which claim was assumed
   by ISG Weirton, Inc., under the ISG Agreement, subject to
   Weirton's defenses against Minteq.  Accordingly, ISG Weirton
   will substitute Weirton as plaintiff in the adversary
   proceeding that is pending against Minteq with respect to the
   claim.

C. Collateral Value Diminution Claims

   Weirton has agreed to pay up to an additional $6 million in
   accordance with the provisions of Class 2 in satisfaction of
   the Collateral value diminution claim of the holders of the
   Notes and Bonds.  Accordingly, the Claims of holders of the
   Notes and Bonds are allowed at an aggregate amount of $36
   million in Class 2, of which $30 million has already been
   paid, and the Claims will be allowed in the aggregate amount
   of $109.5 million in Class 4.

D. Cancellation of Unsecured Notes, Unsecured Bonds and Related
   Instruments

   As of the Effective Date, all Unsecured Notes, Unsecured
   Bonds, and all indentures, agreements, instruments and other
   documents evidencing the Unsecured Note and Unsecured Bond
   Claims and the rights of holders, including, without
   limitation, the Unsecured Indentures, will be cancelled and
   deemed null and void and of no further force and effect, and
   all obligations of any Person under the instruments and
   agreements will be fully satisfied and released, provided,
   however, that the Unsecured Notes and Bonds and the Unsecured
   Indentures will continue in effect solely to:

      (a) allow the holders of the Unsecured Notes and the
          Unsecured Bonds to receive their distributions;

      (b) allow the Indenture Trustees under the Unsecured
          Indentures to make the distributions, if any, to be
          made on account of the Unsecured Notes and the
          Unsecured Bonds; and

      (c) permit the Indenture Trustees under Unsecured
          Indentures to assert charging liens against the
          distributions.

E. Vesting of Property

   On the Effective Date, all property of Weirton's Estate will
   be vested in the Liquidating Trust, free and clear of any and
   all liens, claims, encumbrances or restrictions unless
   provided in the Plan.

F. Discharge of Claims and Debts and Termination of Equity
   Interests

   The rights afforded in the Plan and the payments and
   distributions to be made will discharge all existing debts and
   claims, and terminate all Equity Interests of any kind, nature
   or description whatsoever against or in Weirton's Estate or
   any of its assets or properties to the fullest extent
   permitted by Section 1141 of the Bankruptcy Code.  It is the
   United States Environmental Protection Agency's position that
   Weirton is not entitled to a discharge.

G. Resolution of the Claims of the Pension Benefit Guaranty
   Corporation and the West Virginia Workers' Compensation
   Commission

   The PBGC has filed a $79 million claim, asserting
   administrative priority under Section 503 of the Bankruptcy
   Code and $825 [million] under Section 507(a)(1) of the
   Bankruptcy Code and unsecured priorities under Sections
   507(a)(3), (4) and (8) of the Bankruptcy Code for both
   statutory minimum contributions and unfunded benefit
   liabilities on termination of the Pension Plan.  Weirton
   disputes the amount and the priority status of the Claims
   asserted by the PBGC.  Weirton and PBGC are engaged in
   settlement discussions.  Distributions to creditors could be
   adversely affected in the event Weirton and the PBGC are not
   able to amicably resolve issues relating to the Claims
   asserted by the PBGC.

A full-text copy of Weirton Steel's First Amended Plan of
Liquidation is available at no cost at:

http://bankrupt.com/misc/weirton1stamendedliquadationplan.pdf  

A full-text copy of Weirton Steel's First Amended Disclosure  
Statement for its Plan of Liquidation is available at no cost at:

  http://bankrupt.com/misc/weirtondiscstat_1stamendedplan.pdf

(Weirton Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WEST BERLIN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: West Berlin Developers LLC
        P.O. Box 161245
        Big Sky, Montana 59716

Bankruptcy Case No.: 04-62128

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

Chapter 11 Petition Date: July 8, 2004

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: James A. Patten, Esq.
                  Patten, Peterman, Bekkedahl & Green, PLLC
                  Suite 300, The Fratt Building
                  2817 2nd Avenue North
                  Billings, MT 59101
                  Tel: 406-252-8500
                  Fax: 406-294-9500

Total Assets: $9,100,458

Total Debts:  $4,138,001

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Mark A. Berlin                           $1,082,205
P.O. Box 179
Albertson, NY 11507

Robert A. Berlin                           $684,683
P.O. Box 161072
Big Sky, MT 59716

Diversified Building Industries Inc.       $452,255
17965 Fieldbrook Cir. SO
Boca Raton, FL 33496

Rotherham Construction Inc.                $411,934
6675 Falcon Lane, Suite A
Bozeman, MT 59715

Trust FBO R.A. Berlin et al.               $378,115
P.O. Box 179
Albertson, NY 11507

Robert A. Berlin                           $364,000
P.O. Box 161072
Big Sky, MT 59716

Mark A. Berlin                             $244,757

Pudding Profit Sharing Plan                $229,560

Goetz, Gallik, Baldwin                      $65,000

Trust FBO Mark A. Berlin                    $59,636

Heather Blair                               $58,000

L'Heureux Page Werner, PC                   $46,766

Steven J. Berlin                            $44,106

GE Capital                                  $12,500

Pudding Enterprises Inc.                     $1,853

Mark A. Berlin & Co. CPA's                   $1,632

Dermer Refrigeration                         $1,000


WORLDCOM: Legal Cost Control Submits $800K Final Fee Application
----------------------------------------------------------------
Legal Cost Control, Inc., seeks $800,000 as final fee
compensation for its services rendered from April 1, 2003 through
March 9, 2004.  Legal Cost is the Automated Fee and Expense
Analyst to the Worldcom Inc. Debtors' Fee and Expense Review
Committee, nunc pro tunc to April 2, 2003.

John J. Marquess, Esq., President of Legal Cost, in Haddonfield,
New Jersey, says that the firm's request for compensation is a
result of the Court's Order dissolving and disbanding the Fee
Committee.

During the Final Application Period, Legal Cost:

   (a) provided the Fee Committee with computer-generated
       analyses of the monthly statements and fee applications
       submitted by the Professionals in the Debtors' cases;

   (b) provided the Fee Committee and the Professionals with web-
       based access to Legal Cost's analyses;

   (c) met on various occasions with the Professionals in
       conjunction with the Fee Committee and its professional
       staff;

   (d) provided general consulting services to the Fee Committee
       consistent with its engagement by the Fee Committee;

   (e) provided general support to the Professionals, including
       assisting the Professionals in the submission of their
       statements and fee applications to the Fee Committee; and

   (f) generally supported the efforts of the Fee Committee and
       its professional staff to complete its tasks.

Pursuant to their Engagement Agreement, Legal Cost was to be
paid:

   -- 0.50% of the fees and expenses submitted by the
      Professionals and reviewed by Legal Cost; or

   -- $800,000.

From April 2, 2003 through March 9, 2004, Legal Cost reviewed
professional fees and expenses totaling $309,605,068.  Mr.
Marquess relates that 0.50% of the fees and expenses reviewed by
Legal Cost would have been $1,548,025.  Hence, Legal Cost seeks
payment of the $800,000, the lesser amount.

Legal Cost's fee is based on a Fixed Fee that includes all
actual, necessary and reasonable out-of-pocket expenses incurred
by the firm during the Final Application Period.  As of June 15,
2004, Legal Cost has received payment of 100% of its Fixed Fee
for the period April 1, 2003 through March 9, 2004.  Legal Cost
does not seek reimbursement of any out-of-pocket expenses
previously incurred.

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)  


W.R. GRACE: Libby Claimants Provide Status Report
-------------------------------------------------
"Nowhere," Kerri Mumford, Esq., at Landis Rath & Cobb LLP in
Wilmington, Delaware, says, "have the effects of asbestos been so
devastating as in Libby, Montana -- a town of about 2,600
residents."  Tremolite asbestos like that produced at the Libby
Mine may be the most deadly form of asbestos, and should be
distinguished from the more common chrysotile asbestos, the type
used in 95% of commercial applications.  Tremolite asbestos is
about 10 times as carcinogenic and fibrogenic as chrysotile
asbestos, and is hundreds of times more productive of
mesothelioma, the type of lung cancer specific to asbestos.  
Hundreds of Libby residents -- workers at the mine, their
families, and townspeople -- who had the misfortune to breathe
the dust-laden air have been diagnosed with Libby tremolite
asbestos disease.  A person diagnosed with Libby tremolite
asbestos disease has a 76% greater likelihood of progressing to
severe disease, which is about three times the progressivity rate
for chrysotile asbestos disease.  Patients with Libby tremolite
disease are dying at a rate of approximately a dozen per year.

In addition, the Libby Claimants' harms result from exposure to a
single source of asbestos, whereas most asbestos claimants may
seek recovery from multiple producers of asbestos products.  It
would compound what is already a national tragedy if the Libby
Claimants were left without adequate compensation for their
injuries.

To date, the Libby Claimants' primary focus in the W.R. Grace &
Co. Debtors' cases has been to obtain stay relief to continue
their pursuit of independent tort causes of action against non-
debtor third parties, like Maryland Casualty Company, Continental
Casualty Company, and Montana Vermiculite Company and its
insurers.

In view of Judge Fitzgerald's preliminary injunction, the Libby
Claimants have wondered why Grace would think the interests of
its bankruptcy estate are best served by blocking litigation
against third parties which, if successful, could provide
compensation for the Libby Claimants other than from the assets
of Grace's estates, potentially freeing up estate assets to pay
creditors who do not have third-party recourse.

Notwithstanding this bewilderment about Grace's motives, the
Libby Claimants see two major remaining issues:

     (a) their right to pursue independent actions against non-
         debtor third parties, both currently and after
         confirmation of a plan, and

     (b) the equitable treatment of the Libby Claimants under a
         plan.  

Otherwise, Ms. Mumford aligns her clients with the PI Committee.
(W.R. Grace Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Cambridge Credit Adds Three New Independent Directors to Board
----------------------------------------------------------------
Cambridge Credit, a nationwide nonprofit provider of credit
counseling, educational assistance and budget planning services,
adds three new, independent members to its Board of Directors.
Jacques deViller, President and CEO of Junior Achievement of
Western Massachusetts, John Stacey, former Director of Education
Services of WGBY-TV and Dean O'Keefe, Vice President of Marketing
and Sales for the Naismith Memorial Basketball Hall of Fame, have
joined Cambridge's board and represent the latest phase of the
organization's overall restructuring to bring new benefits to
consumers nationwide who struggle with burdensome debt.

"We are extremely excited that Jacques deViller, John Stacey and
Dean O'Keefe have joined our Board of Directors and we look
forward to their future input for enhancing this organization to
bring about the most benefit for our clients and consumers
nationwide," said Chris Viale, acting president and CEO of
Cambridge Credit Counseling Corp. "Drawing on each of these
individuals' respective experience and continued involvement in
our surrounding community, we are strengthening our ability to
carry out our core educational and charitable mission."

Each of Cambridge Credit's new Board members has a strong
background in developing education and community programs for
their organizations. As part of the Board, they will provide new
ideas and approaches for education and charitable activities that
support Cambridge Credit in fulfilling its mission as a 501(c)(3)
organization.

Cambridge Credit's new board members include:

Jacques deViller is the President and CEO of Junior Achievement of
Western Massachusetts, an organization dedicated to educating
young people about business, economics and free enterprise. A
former Intelligence Officer in The United States Air Force and
President of Prestige Wine Wholesale in Atlanta, GA, Jacques
joined Junior Achievement in July 2002. Junior Achievement of
Western Massachusetts' programs reach an estimated 9,000 local
students, grades K-12 each year.

John Stacey Ed.D. is the former Director of Education Services for
WGBY-TV, the PBS affiliate in Springfield, Mass., and is
responsible for the implementation of all of the station's
education services conducted throughout the region. A professional
educator for over 28 years, John was formally the Director of
Academic Instructional Media Services (AIM) at The University of
Massachusetts Amherst and was a higher education instructor at
Springfield College, in Springfield, Mass.

Dean O'Keefe is Vice President of Marketing and Sales at the
Naismith Memorial Basketball Hall of Fame in Springfield, Mass.
where he manages all public relations, marketing, sales,
sponsorship and promotional activities. Dean has over 10 years
experience in sports and leisure management. He was formally the
Director of Marketing for Six Flags New England and has held
positions with the Olympic Soccer Organizing Committee, World Cup
USA and the National Basketball Association.

Cambridge Credit's Board of Directors is made up of a total of
seven members, six of which are independent.

Cambridge Credit's restructuring began in May 2004 and focused on
three main areas: fee levels and structure, executive compensation
and governance, and the relationship between non-profit and for-
profit entities. The organization's new fee structure, the "75/50
Plan," and 90-day refund policy, the only one of its kind in the
industry, were implemented on June 1 to make Cambridge's services
available to more consumers nationwide.

Governed under its Board of Directors, Cambridge Credit will
establish a Compensation Committee, to set and review compensation
levels of all officers and senior executives at Cambridge Credit
and its affiliates, according to an Executive Compensation Review
Policy.

            About Cambridge Credit Counseling Corp.

Cambridge Credit Counseling Corp., a 501(C)(3) Not-for-Profit
organization, provides credit counseling, educational assistance
and budget planning services to clients throughout the United
States. Since its incorporation in 1996, Cambridge Credit has
provided free educational assistance and counsel to over 1.8
million consumers and has enrolled approximately 200,000 consumers
into its credit counseling program. Cambridge Credit is ISO 9001
registered which is accepted worldwide. For more information about
Cambridge Credit, visit http://www.cambridge-credit.org/


* Davis Polk Elects Beamon, Flynn, Gill & Wellington as Partners
----------------------------------------------------------------
Davis Polk & Wardwell elected Martine M. Beamon, Michael S. Flynn,
Sartaj S. Gill and Martin A. Wellington partners of the firm as of
July 1, 2004. Davis Polk now has 146 partners in its offices in
New York, Menlo Park, Washington, D.C., London, Paris, Frankfurt,
Madrid, Hong Kong and Tokyo.

Ms. Beamon is a litigator concentrating in white collar criminal
defense, securities enforcement actions and complex commercial
litigation matters. Prior to returning to Davis Polk in 2000, she
spent five years as an Assistant United States Attorney for the
Southern District of New York. Among the corporate clients she
recently has represented are Altria Group, Deloitte & Touche LLP,
Pfizer and PricewaterhouseCoopers. She also has worked on a number
of confidential internal investigations on behalf of clients
facing potential criminal and regulatory exposure.

Mr. Flynn is a litigator concentrating in complex commercial,
bankruptcy and securities litigation. He has recently represented
several major accounting firms, including Deloitte & Touche LLP
and KPMG LLP; the creditors committee in the Dow Corning
bankruptcy proceedings; various major lenders in bankruptcy
matters; Compaq Computer Corporation and other defendants in
securities class actions; and the Judicial Council of the Fifth
Circuit in an investigation of, and subsequent proceedings with
respect to, judicial misconduct.

Mr. Gill is a corporate lawyer concentrating in financing
transactions, including acquisitions financings, debt
restructurings, and bridge, exit and other financings. He has
recently advised JPMorgan Chase, Morgan Stanley, Bank of America
and other major lenders on numerous financings, including the
restructuring of Conseco, the acquisition of Celanese and the
refinancing of Kindred Healthcare.

Mr. Wellington is a corporate lawyer located in Menlo Park who
concentrates in mergers and acquisitions, securities offerings and
other corporate transactions. He has recently advised on the sale
by Opsware (formerly known as Loudcloud) of its managed services
business to EDS; the initial public offering of Callidus Software;
the sale by Westar Energy of its interests in Protection One; and
convertible note offerings by Yahoo!, Mercury Interactive, Red
Hat, Veritas Software and Cadence Design Systems. Prior to joining
Davis Polk in 1999, Mr. Wellington spent four years at the United
States Department of State.


* Garden City Names Jeffrey Stein as VP -- Business Reorganization
------------------------------------------------------------------
David A. Isaac, president of The Garden City Group, Inc., and
Karen B. Shaer, senior vice president, Business Reorganization,
recently promoted Jeffrey S. Stein to vice president of the
company's Business Reorganization division. Stein previously held
the title of assistant vice president of this division.

"Since joining the firm more than a year ago, Jeff has made
significant contributions to the extraordinary success of our
Business Reorganization division. As a former practicing attorney,
he has successfully brought to GCG his knowledge and experience of
the bankruptcy marketplace which has guided us to our position as
a premier provider in this industry," said Isaac.

"Clients will continue to benefit from Jeff's vast experience in
managing bankruptcy cases during a 19-year legal career," added
Shaer.

"I welcome the opportunity to serve in an expanded role at GCG,"
said Stein. "I have enjoyed helping to build the foundation of our
Business Reorganization division and look forward to contributing
to the continued growth of our dynamic company."

Before joining GCG, Stein, who was admitted to the New York bar in
1982, enjoyed a 19-year career as an associate and partner in the
bankruptcy department of the law firm of Hahn & Hessen LLP. There
he managed large caseloads in the representation of creditors'
committees, secured creditors and trustees in bankruptcy cases,
and assisted in the firm's administration in such areas as
recruiting and risk management.

Stein is a Phi Beta Kappa and summa cum laude graduate of Queens
College, where he received the Koppel S. Pinson Prize for earning
the school's highest GPA in his major, history. He earned his J.D.
from the University of Michigan. Stein is a longstanding member of
the American Bar Association and the American Bankruptcy
Institute.

The Garden City Group, Inc., a subsidiary of Crawford & Company,
manages Chapter 11 administration, administers class action
settlements, designs legal notice programs, and provides expert
consultation services. Its web address is
http://www.gardencitygroup.com/

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com/-- is the world's largest  
independent provider of claims management solutions to insurance
companies and self-insured entities, with a global network of more
than 700 offices in 67 countries. Major service lines include
workers' compensation claims administration and healthcare
management services, property and casualty claims management, and
risk management information services. The Company's shares are
traded on the NYSE under the symbols CRDA and CRDB.


* S.D.N.Y. Amends Several Local Rules, Effective August 2, 2004
---------------------------------------------------------------
                UNITED STATES BANKRUPTCY COURT
                SOUTHERN DISTRICT OF NEW YORK

                      NOTICE TO THE BAR


            AMENDMENTS TO LOCAL BANKRUPTCY RULES

The United States Bankruptcy Court for the Southern District of
New York has adopted amendments to several of its local rules,
effective August 2, 2004.  See General order M-297, dated July 7,
2004.  "Clean" and "blacklined" versions of the amended local
rules are available on the Court's web site at:

        http://www.nysb.uscourts.gov/rulesorders.html


* What the CM/ECF Acronym Really Stands For
-------------------------------------------
As previously reported in the Troubled Company Reporter on
Thursday, May 27, 2004, the United States Bankruptcy Court for the
District of Maryland held a CM/ECF Acronym contest on its Web
site.   

CM/ECF is the acronym for "Case Management/Electronic Case Filing"
-- the electronic case management system rolled out by the
Administrative Office of the U.S. Courts that allows bankruptcy
professionals to file and retrieve pleadings via the Internet.  

The contest results are in.  The winner is:

     * Court Monitors Each Case Filed

submitted by Marilyn F. Colson at SN Servicing Corp. in
California.   

Other notable submissions receiving honorable mentions were:

Most Brownie Points:

   1) Choose Mannes, Everybody's Charismatic Friend  
      sumbitted by Mort Faller, Esq. at Shulman Rogers in Maryland

   2) Clerks of Maryland Every Counsel's Friend  
      submitted by John McJunkin, Esq. from Piper Rudnick

   3) Clerks Master Every Court Function  
      submitted by Marc R. Kivitz, Esq., in Maryland

Most Outrageous:

   1) Churlish Morons Eat Catatonic Fish  
      submitted by Jeff Nesson, Esq., in Maryland

   2) Clever Monkeys Earn Cash Feverishly  
      also submitted by Jeff Nesson, Esq.  

   3) Cease My Evil Candy Fetish  
      submitted by Amanda LaCrosse, Esq., at Grossbart, Portney &
      Rosenberg  

Most Creative:  

   1) Certainly My Entry Cannot Fail  
      submitted by Ron Drescher, Esq., at Drescher & Associates

   2) Created Midnight Emergency Case Filings  
      submitted by Sarah Boehm, Esq., at McGuire Woods LP

   3) Computers Make Extinct Cardboard Files  
      sumbitted by Doug Gorius, Esq., at Bishop, Daneman & Simpson

Most Funny:

   1) Computer Mama Easy-going and Care Free  
      sumbitted by Hope Rosenberger, Esq., at Davis, Murphy &
      Stone

   2) Can't Make Evil Computer Function  
      submitted by Jeanelle Lust, Esq., in Nebraska

   3) Cramdown My Exorbitant Car Financing  
      by Craig M. Palik, Esq., in Maryland  

Effective July 1, 2004, all documents filed by counsel in the U.S.  
Bankruptcy Court for the District of Maryland, including  
pleadings, proposed orders, proofs of claim and attachments, must  
be filed via ECF, compact disc (CD ROM) or high density floppy  
disk, with the exception of sealed documents and trial exhibits.

                           *********

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 ***