TCR_Public/040716.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, July 16, 2004, Vol. 8, No. 146

                           Headlines

ADELPHIA BUSINESS: Telcove Closes Southeastern PA Network Purchase
ADELPHIA COMMS: Taps UBS, Allen and Sullivan as Sale Advisors
AIR CANADA: Discloses Mainline And Jazz Fleet Initiatives
AIRNET COMMUNICATIONS: Appoints Ronald White to Board of Directors
ART STORE: Dick Blick Auction Set for July 20, 2004

ASPEN DAIRY: Has Until July 23 to Decide on Unexpired Leases
ASPEN DAIRY: U.S. Trustee Names 6-Member Creditors' Committee
ATA HOLDINGS: S&P Affirms Junk Corporate Rating & Removes Watch
ATLAS AIR: Bankruptcy Court Confirms Joint Reorganization Plan
BIOVEST INT'L: Posts Losses for Six Months Ended March 31, 2004

BRAD POINT CBO: Fitch Affirms BB Rating on $17.7M Class D Notes
BRADLEY COMPANIES: Case Summary & 4 Largest Unsecured Creditors
BURLEY'S RINK SUPPLY: Case Summary & Largest Unsecured Creditors
BUSH INDUSTRIES: Equity Holders Retain Seneca as Financial Advisor
CANDESCENT TECHNOLOGIES: Employs Conyers Dill as Bermuda Counsel

CATHOLIC CHURCH: First Creditors' Meeting Scheduled For August 6
CENDANT MORTGAGE: Fitch Affirms Three Class Ratings at Low-Bs
CITYSCAPE HOME: S&P Lowers 1997-C Class B-1F Rating To CCC from B
COASTLINE RESOURCES: Case Summary & Largest Unsecured Creditors
COEUR D'ALENE: Makes Formal Offer for US Wheaton Shares Only

COLUMBUS MICROFILM: Case Summary & 19 Largest Unsecured Creditors
COMMERICAL LOAN: Fitch Assigns BB Rating to $14.5M Class D Notes
CORNERSTONE PROPANE: Disclosure Statement Hearing is on July 29
COVANTA TAMPA: Hydranautics Asks Court Not To Rule On Retainage
DIVERSIFIED CORPORATE: Shareholders Meet Today at 10 AM in Dallas

DYER FABRICS INC: Case Summary & 20 Largest Unsecured Creditors
EAGLEPICHER HOLDINGS: Equity Deficit Tops $89.7 Million at May 31
ECLIPSE PROPERTIES: Bankruptcy Administrator Can't Form Committee
ENRON CORP: S.D.N.Y. Bankr. Court Approves Joint Chapter 11 Plan
ENRON: Nevada Power & Sierra Withdraw Plan Confirmation Objection

ENRON: Bank of America to Settle Class Action Lawsuit for $69 Mil.
ENRON CORP: Various Creditors Sell Claims Totaling $142,863,204
FEDERAL-MOGUL: Property Damage Claimants Want Weil as Counsel
FIRST CHESAPEAKE: Ends Securities Purchase Pact with All American
FIRST UNION NATIONAL: Fitch Affirms 6 Class Ratings At Low-Bs

FLEMING COMPANIES: Creditors Vote to Accept Third Amended Plan
GENERAL ELECTRIC: Fitch Affirms Low-B Ratings on 6 2002-1 Classes
HOLLINGER INC: Provides Status Update on Financial Statements
IGAMES ENTERTAINMENT: Stockholders' Deficit Tops $1.3M at March 31
INT'L BIOCHEMICAL: Herbert C. Broadfoot Named Chapter 11 Trustee

INTERNATIONAL STEEL: Taps Hudson Global Resources as IT Vendor
LAIDLAW INTERNATIONAL: Releases Third Quarter Fiscal 2004 Results
LIBERTY MEDIA: Hosting Q2 2004 Earnings Webcast on August 9
MEDXLINK CORP: Agrees to Acquire Particle Drilling Technologies
MET-COIL SYSTEMS: Court Sets July 21 as Plan Voting Deadline

METALLURG INC: Misses $5.5 Million Senior Note Interest Payment
MIRANT: MirMA Landlords Refile Request for Plant Operating Info
NEW BRITISH WOODS: Plan and Disclosure Statement Due on July 22
NRG ENERGY: Schedules Q2 2004 Earnings Conference Call on Aug. 5
O'SULLIVAN INDUSTIES: Names Michael Orr Executive VP -- Operations

OPTION ONE: Fitch Downgrades Series 2001-2 Class B Rating to B+
OREGON STEEL: Board Okays New Pipe Mill Construction in Oregon
OWENS CORNING: Commercial Creditors Committee Issues Status Report
PARMALAT US: Agrees to Give Foreign Entities Time To File Claim
PDVSA FINANCE: Fitch Affirms BB- Rating After $2.5B Tender Offer

PG&E NATIONAL: NEG Asks for October 6 Deadline To Remove Actions
PLEJ'S LINEN: Courts Extends Lease Decision Period to Sept. 13
PRESIDENT CASINOS: Reports $53MM Stockholders' Deficit at May 31
QWEST COMMUNICATIONS: W. Thomas Stephens Resigns From Board
RELIANCE FINANCIAL: Plan Voting Deadline is August 16, 2004

RENT-A-CENTER: Completes $600 Million Senior Debt Refinancing
RENT-A-CENTER: S&P Rates Proposed $600 Million Bank Loan at BB+
RESIDENTIAL ACCREDIT: Fitch Takes Various Rating Actions
SCOTTS CO.: S&P Rates Senior Secured Bank Loan at BB
SEALY MATTRESS: May 30 Stockholders' Deficit Balloons to $425MM

SEITEL INC: Seneca Financial Airs Key Role in Bankruptcy Emergence
SOLUTIA: Wants Court Nod to Assume Brazoria & Angleton Agreements
STOLT-NIELSEN: Reports Improved Second Quarter 2004 Results
TEXAS PETROCHEMICALS: Discloses New Slate of Board Members
UNIFLEX: Gets Court Nod for $750,000 of Interim DIP Financing

UAL CORP: Flight Attendants Comment on Pension Payment Deferral
UAL CORP: Raises International Fares Due To Rising Fuel Costs
URS CORP: Awarded $69.5 Million Air Force Environmental Contracts
W.R. GRACE: Insurers Complain No Plan Negotiations to Date
WEIRTON STEEL: First Amended Plan Provides for Liquidating Trust

WOMEN FIRST: 5-Member Unsecured Creditors Committee Appointed
WORLDCOM INC: Agrees to Resolve Pending Maryland Tax Litigation
WRENN ASSOCIATES: Committee Hires Luebberman as Consultant

* Brown Rudnick Expands New York Office with Boris Ziser
* J. Douglas Baldridge Joins Venable LLP's Wash. Office as Partner

* BOOK REVIEW: THE MONEY WARS: The Rise and Fall of the Great
               Buyout Boom of the 1980s

                           *********

ADELPHIA BUSINESS: Telcove Closes Southeastern PA Network Purchase
------------------------------------------------------------------
TelCove, a leading provider of business critical
telecommunications services to enterprise customers and carriers,
has closed on the sale of Exelon's partnership interests in PECO
TelCove.  TelCove received approval from the Commonwealth of
Pennsylvania's Public Utility Commission for the financing of the
sale and for the transfer of ownership of assets and customers.

An agreement was reached in April between TelCove and Exelon
Communications Company, LLC, PECO Energy Company, and their
affiliates, for TelCove's purchase of metropolitan fiber network
assets and the transfer of all partnership interests in the
markets served by the joint venture between the parties.
The southeastern PA network consists of more than 1,200 route
miles of fiber and over 250 "on-network" buildings.

Partial funding for the deal came from the execution of a
three-year, $45M revolving line of credit TelCove received from
Congress Financial, a wholly owned subsidiary of Wachovia
Securities.

"TelCove's purchase of PECO's 50% partnership interest, the
settlement of inter-company advances and the purchase of the
1,200 mile metropolitan fiber network for a combined total of $49
million, will provide TelCove 100% ownership of one of the most
extensive, competitive local data and telephony services
metropolitan fiber networks in the United States," said Bob Guth,
president and CEO of TelCove.

"With these markets currently generating substantial free cash
flow, this acquisition represents a further catalyst in TelCove's
post-restructuring growth strategy."

With the regulatory approvals and closing of the deal, TelCove
officially becomes the telecommunications provider for enterprise
customers in the Pennsylvania counties of Philadelphia, Bucks,
Chester, Montgomery, and Delaware, as well as the Pennsylvania
cities of Allentown, Bethlehem, Easton, Reading, and Philadelphia.

                       About Exelon

Exelon Corporation is one of the nation's largest electric
utilities with approximately 5.1 million customers and more than
$15 billion in annual revenues.  The company has one of the
industry's largest portfolios of electricity generation capacity,
with a nationwide reach and strong positions in the Midwest and
Mid-Atlantic.  Exelon distributes electricity to approximately
5.1 million customers in northern Illinois and Pennsylvania and
gas to more than 460,000 customers in the Philadelphia area.
Exelon is headquartered in Chicago and trades on the NYSE under
the ticker EXC.

                 About Adelphia Business

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)


ADELPHIA COMMS: Taps UBS, Allen and Sullivan as Sale Advisors
-------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) has selected UBS
Investment Bank LLC and Allen & Company LLC as its financial
advisors and Sullivan & Cromwell LLP as its legal advisors for the
sale of the company, which is operating currently under Chapter 11
protection of the bankruptcy code. The selections are subject to
review and approval by the United States Bankruptcy Court for the
Southern District of New York (case number 02-41729).

As previously announced on April 22, Adelphia is exploring the
sale of the company in order to maximize the value for the
bankruptcy estate.

"The selection of these outstanding advisors paves the way for a
robust and organized sale process," said Bill Schleyer, chairman
and CEO of Adelphia. "Although the selection was slowed somewhat
by the constraints of the bankruptcy process, the company has been
working diligently for the past several months preparing all the
necessary information and documentation to facilitate the sale and
accelerate the auction process. Under the leadership of this
advisory group, we will continue to prepare the company to be
sold. Once court approval for their retention is obtained, we will
launch the official sale process."

Schleyer added, "The UBS/Allen/S&C team brings together a uniquely
qualified skill set of cable and merger and acquisition experts
with billions of dollars in transactional experience. We are
confident that this team will work closely with our management and
Board of Directors to create the best possible outcome for our
constituents."

As it has from the start, the New York-based law firm Willkie Farr
& Gallagher LLP will continue as Adelphia's lead legal counsel for
the Chapter 11 Bankruptcy process. Lazard Freres & Co. LLC will
continue to provide financial advice to the company on its
potential reorganization.

                   About Adelphia

Adelphia Communications Corporation (OTC: ADELQ) is the fifth-
largest cable television company in the country. It serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over Adelphia's broadband networks.


AIR CANADA: Discloses Mainline And Jazz Fleet Initiatives
---------------------------------------------------------
Air Canada's new product strategy consists of maintaining
frequencies on domestic and transborder routes with a reduced
average seating capacity per departure.  Air Canada is in the
process of restructuring its fleet to support its new business
model, including the elimination of older, less efficient
aircraft -- about 50 aircraft, 48 leased and two owned, had been
eliminated by March 31, 2004 -- and the future introduction of
regional jet aircraft.

Air Canada's mainline fleet, excluding Jazz aircraft, at
March 31, 2004, and the planned fleet for 2004 to 2007:

                                            Total
                              Total        No. of       Planned
                             No. of     Operating     Operating
                           Aircraft      Aircraft         Fleet
                           03/31/04      03/31/04      12/21/04
                          ---------     ---------     ---------
   Widebody Aircraft
      Airbus A340-300             9             9             9
      Airbus A340-500             -             -             2
      Airbus A330-300             8             8             8
      Boeing 747-400 Combi        3             3             0
      Boeing 747-200              3             0             0
      Boeing 767-300 ER          30            30            30
      Boeing 767-200             20            13            12

   Narrowbody Aircraft
      Airbus A321                13            13            13
      Airbus A320                52            52            52
      Airbus A319                48            48            48
      Boeing 737-200             15            12             0
      DC-9                       18             0             0
      CRJ-200                    25            25            25
      ERJ-190                     0             0             0
                          ---------     ---------     ---------
   Total Aircraft               244           213           199
                          =========     =========     =========

                            Planned       Planned       Planned
                              Fleet         Fleet         Fleet
                           12/31/05      12/31/06      12/31/07
                          ---------     ---------     ---------
   Widebody Aircraft
      Airbus A340-300             9             9             9
      Airbus A340-500             2             2             2
      Airbus A330-300             8             8             8
      Boeing 747-400 Combi        0             0             0
      Boeing 747-200              0             0             0
      Boeing 767-300 ER          30            29            29
      Boeing 767-200             10             9             7

   Narrowbody Aircraft
      Airbus A321                13            13            13
      Airbus A320                49            47            42
      Airbus A319                48            46            46
      Boeing 737-200              0             0             0
      DC-9                        0             0             0
      CRJ-200                    22             0             0
      ERJ-190                     2            20            44
                          ---------     ---------     ---------
   Total Aircraft               193           183           200
                          =========     =========     =========

Jazz's fleet, at March 31, 2004 and the planned fleet for 2004 to
2007:

                                            Total
                              Total        No. of       Planned
                             No. of     Operating     Operating
                           Aircraft      Aircraft         Fleet
                           03/31/04      03/31/04      12/21/04
                          ---------     ---------     ---------
      CRJ-200                    10            10            22
      CRJ-705                     0             0             0
      BAE 146                    10            10             3
      Fokker F28                 27             0             0
      DHC-8-300                  26            26            26
      DHC-8-100                  47            45            42
                          ---------     ---------     ---------
      Total Aircraft            120            91            93
                          =========     =========     =========

                            Planned       Planned       Planned
                              Fleet         Fleet         Fleet
                           12/31/05      12/31/06      12/31/07
                          ---------     ---------     ---------
      CRJ-200                    28            50            50
      CRJ-705                    15            15            15
      BAE 146                     0             0             0
      Fokker F28                  0             0             0
      DHC-8-300                  26            26            26
      DHC-8-100                  42            40            34
                          ---------     ---------     ---------
      Total Aircraft            111           131           125
                          =========     =========     =========

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)


AIRNET COMMUNICATIONS: Appoints Ronald White to Board of Directors
------------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in broadband, software-defined base station products for
wireless communications, appointed Ronald W. White to the Board of
Directors while Hans Morris resigned effective as of July 1, 2004.

Mr. White is a veteran of the telecommunications industry having
been a director at NMS Communications (Nasdaq:NMSS) since 1988.
From October 1997 until June 2002, he was a partner at Argo Global
Capital, a venture capital fund focused on wireless technology.
From 1983 until 2002, Mr. White was a partner at Advanced
Technology Development Fund, a venture capital firm. Mr. White is
also a director of several privately held companies.

"Mr. White is well-known throughout the wireless
telecommunications industry," said Glenn Ehley, President & CEO of
AirNet Communications. "He can help open many doors and will
provide solid leadership and guidance to the Board."

Mr. White stated, "I have long been impressed by AirNet's
broadband SDR products and technology. The AirNet team has done a
remarkable job navigating the wireless winter over the last
several years and positioning the company with for growth with an
outstanding product portfolio."

                      About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers. AirNet's
patented broadband, software-defined AdaptaCell SuperCapacity
adaptive array base station solution provides a high-capacity base
station with a software upgrade path to high-speed data. The
Company's AirSite Backhaul Free base station carries wireless
voice and data signals back to the wireline network, eliminating
the need for a physical backhaul link, thus reducing operating
costs. The Company's RapidCell base station provides government
and military communications users with up to 96 voice and data
channels in a compact, rapidly deployable design capable of
processing multiple GSM protocols simultaneously. AirNet has 69
patents issued or filed and has received the coveted World Award
for Best Technical Innovation from the GSM Association,
representing over 400 operators around the world. More information
about AirNet may be obtained at http://www.airnetcom.com/  

                       *   *   *

As reported in the Troubled Company Reporter's March 10, 2004
edition, AirNet Communications Corporation announced that its
auditors, Deloitte & Touche LLP, had informed the Company that its
independent auditors' report issued with the Company's financial
statements as of and for the year ended December 31, 2003 will
include a paragraph that describes conditions that give rise to
substantial doubt about the Company's ability to continue as a
going concern. This paragraph is consistent with the going-concern
paragraph received by the Company in fiscal years 2001 and 2002.
Such conditions and management's plans concerning those matters
will be disclosed in the annual financial statements included in
Form 10-K.


ART STORE: Dick Blick Auction Set for July 20, 2004
---------------------------------------------------
On June 22, 2004, the U.S. Bankruptcy Court for the District of
Massachusetts entered an order approving usiform Bidding
Procedures proposed by The Art Store, Inc., and its debtor-
affiliates to sell Dick Blick Holdings.

A Public Auction will be held on July 20, 2004 at 11:00 a.m. at
the U.S. Bankruptcy Court.  The Honorable Henry J. Boroff will
convene a hearing to approve the sale to the highest bidder
following the public auction.

The Art Store Inc. filed for chapter 11 protection (Bankr. Mass.
Case No. 03-46456) on December 7, 2003.  The Honorable Henry J.
Boroff oversees the proceeding.  Charles A. Dale, III, Esq., and
Elisabeth Schreuer, Esq., of Gadsby & Hannah LLP represent the
debtor.


ASPEN DAIRY: Has Until July 23 to Decide on Unexpired Leases
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Nebraska, Aspen Dairy, A Partnership, obtained an extension of its
lease decision period.  The Court gives the Debtor until July 23,
2004, to determine whether to assume, assume and assign, or reject
its unexpired nonresidential real property leases.

Headquartered in Miller, Nebraska, Aspen Dairy, A Partnership,
filed for chapter 11 protection on April 12, 2004 (Bankr. Nebr.
Case No. 04-41304).  W. Eric Wood, Esq., at Downing, Alexander &
Wood represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of more than $10 million.


ASPEN DAIRY: U.S. Trustee Names 6-Member Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region 13 appointed six creditors to
serve on an Official Committee of Unsecured Creditors in Aspen
Dairy, a Partnership's Chapter 11 case:

      1. Aurora Cooperative Elevator
         Attn: Kelly Grossnicklaus
               Vice President Credit & Risk Management
         P.O. Box 209
         605 12th Street
         Aurora, Nebraska 68818
         Tel: (402) 694-2106
         Fax: (402) 694-6943
         Email: kgrossnicklaus@aurora.coop

      2. Micro Beef Technologies
         Attn: Danny Bishop, Controller
         P.O. Box 9262
         Amarillo, Texas 79105
         Tel: (806) 372-2369
         Fax: (806) 331-2504
         Email: dbishop@mircrobeef.com

      3. Fairbanks International, Inc.
         Attn: Loren Fairbanks, Dealer Principal
         P.O. Box 548
         714 3rd Avenue
         Kearney, Nebraska 68848
         Tel: (308) 237-3128
         Fax: (308) 234-4213
         Email: lorenf@fairbanksintl.com

      4. Midwest Livestock Systems, Inc.
         Attn: Trevor Lienemann, Dairy Division Manager
         3600 North 6th Street
         Beatrice, Nebraska 68310
         Tel: (402) 223-5281
         Fax: (402) 223-5714
         Email: trevor@midwestlivestock.com
         
      5. Furst McNess Company
         Attn: Christine Lien, Business Development
         120 East Clark Street
         Freeport, Illinois 61032
         Tel: (800) 435-5104, Ext. 725
         Fax: (815) 232-9724
         Email: chris.lien@mcness.com

      6. Central Dairy Supply, Inc.
         Attn: Fred Matejka
         408 Verona Avenue
         Ravenna, NE 68869
         Tel: (308) 452-4405
         Fax: (308) 452-4405
         Email: fmatejka@charter.net


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

Headquartered in Miller, Nebraska, Aspen Dairy, A Partnership,
filed for chapter 11 protection on April 12, 2004 (Bankr. Nebr.
Case No. 04-41304).  W. Eric Wood, Esq., at Downing, Alexander &
Wood represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of more than $10 million.


ATA HOLDINGS: S&P Affirms Junk Corporate Rating & Removes Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ATA
Holdings Corp. and subsidiary ATA Airlines Inc., and removed them
from CreditWatch, where they were initially placed on March 18,
2003, and subsequently lowered. The corporate credit rating on
both entities is 'CCC'. Ratings on bond-insured, 'AAA' rated
enhanced equipment trust certificates, which were not on
CreditWatch, were also affirmed. Approximately $545 million of
rated securities are affected. The outlook is negative.

"The ratings affirmation and negative outlook reflect the
company's weakened financial profile since its Jan. 30, 2004,
successful completion of exchange offers for $260.3 million of
notes due in 2004 and 2005," said Standard & Poor's credit analyst
Betsy Snyder. "Despite the extension of debt maturities to 2009
and 2010 and the deferral of a portion of its aircraft leases
until 2005 and its low cost structure, the company has suffered
from ongoing losses," the analyst continued. ATA was one of the
few low-cost carriers to record a loss in the first quarter of
2004--$64.7 million--and has forecast another loss in the second
quarter of 2004. The company has experienced a decline in its
charter revenues as well as a decline in scheduled unit revenues,
due to incremental transcontinental capacity and  ongoing fare
discounting in general. The company has also suffered from higher
fuel expense. All these trends are expected to continue for the
intermediate term. ATA recently reached agreement with its pilots
that will result in $43 million of savings over the next two
years, and hopes to reach an agreement with its flight attendants
for another $9 million in savings. However, its cash position has
declined to $132 million at March 31, 2004, and is expected to
decline further with ongoing losses. In addition, the company will
likely breach a covenant on its Air Transportation Stabilization
Board guaranteed loan, maintenance of a ratio of at least 1x
consolidated EBITDAR to consolidated fixed charges that becomes
effective Sept. 30, 2004.

Ratings on ATA Holdings reflect a substantial debt and lease
burden and the price-competitive nature of the markets it serves.
ATA Holdings is the parent of ATA Airlines Inc., the 10th-largest
scheduled air carrier in the U.S. ATA offers low fares to value-
oriented passengers out of hubs located at Chicago's Midway
Airport and Indianapolis. ATA is also the largest charter airline
in North America, providing charter airline services primarily to
U.S. and European tour operators, as well as to U.S. military
and government agencies. Lower-fare, leisure carriers have been
less affected than the large network carriers have by the industry
downturn that began in late 2000, as passengers have sought low
fares. ATA has replaced its old aircraft with new Boeing planes,
which has resulted in one of the youngest airline fleets in the
industry and has aided its operating costs. However, the company's
revenues have suffered from continuing price competition, which is
not expected to abate over the near term. ATA has a heavy
operating lease burden due to acquisition of the new aircraft. In
November 2002, ATA closed on a $168 million loan that was 90%
backed by the federal government, one of only a few airlines that
was granted a loan guarantee. The company recorded a loss of $64.7
million in the first quarter of 2004, and has forecast a loss for
the second quarter, which will likely result in a loss for the
full year 2004. As a result, its credit ratios are weak. Despite
the January 2004 exchange of $260 million of debt that extended
debt maturities through 2009 and 2010, ATA still has weak
liquidity and financial flexibility, with a substantial portion of
its assets secured.

Ongoing losses and/or early repayment of the ATSB loan triggered
by a covenant default would result in a downgrade.


ATLAS AIR: Bankruptcy Court Confirms Joint Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
confirmed the Joint Plan of Reorganization of Atlas Air Worldwide
Holdings, Inc. (AAWH) (Pink Sheets: AAWHQ) following the required
approval of the Plan in a vote by the Company's creditors.

The Court ruled that AAWH has now met all the requirements to
implement its Joint plan of Reorganization. This action paves the
way for AAWH to emerge from bankruptcy on or about July 26, 2004.

AAWH initially filed for Chapter 11 protection on January 30,
2004. The Plan confirmed Wednesday restructures AAWH's financial
affairs by implementing the various restructuring agreements AAWH
and its subsidiaries reached with their aircraft lessors and
lenders prior to filing for bankruptcy and by distributing new
AAWH common shares to certain creditors and cash to others.

"This is a very satisfying day for everyone in the Atlas family,"
said Jeffrey H. Erickson, AAWH President and CEO. "I want to
express my gratitude for the support of our customers during this
period and must especially recognize the loyalty and hard work of
our employees, who rose to the occasion not only in continuing to
keep the business running effectively, but also in supporting the
substantial work required in a restructuring of this magnitude."

Mr. Erickson added that the Company can now focus its full
attention on executing its business plan, improving its operating
performance to satisfy customer needs, continuing to implement
cost-reduction initiatives, restoring and maintaining
profitability, and rebuilding long-term value for AAWH
stakeholders.

Atlas Air Worldwide Holdings, Inc. -- http://www.atlasair.com/--  
is a worldwide all-cargo carriers that operate fleets of Boeing
747 freighters. The Company filed for chapter 11 protection
(Bankr. Fla. Case No. 04-10794) on January 30, 2004 before the
Honorable Robert A. Mark. Jordi Guso, Esq. of Berger Singerman
represents the debtor in its restructuring efforts.


BIOVEST INT'L: Posts Losses for Six Months Ended March 31, 2004
---------------------------------------------------------------
Biovest International Inc. is a biotechnology company focused on
contract production of cell culture products generally used in the
research and development stage. Additionally, it is designated as
the National Cell Culture Center by the National Institutes of
Health. The Company also manufactures and sells proprietary
instruments and disposables used in the production of cell culture
products. Its customers include pharmaceutical, diagnostic and
biotechnology companies, universities and other research
institutions. Additionally, the Company is developing a
therapeutic vaccine to potentially treat non-Hodgkin's lymphoma
pursuant to a Cooperative Research and Development Agreement with
the National Cancer Institute. This personalized vaccine for the
most common and fastest-growing form of hematologic cancer is
currently in a Phase III FDA-approved pivotal licensing trial.  

During the six months ended March 31, 2004, the Company incurred a
net loss of $3,868,000. At March 31, 2004, the Company had an
accumulated deficit of $22,036,000 and working capital deficit of
approximately $805,000, and the Company has been meeting its cash
requirements through the use of cash on hand and short-term
borrowings, primarily through advances from its stock subscription
receivable.  The Company's auditors issued a "going concern"
opinion on the financial statements for the year ending September
30, 2003 citing significant losses and working capital deficits at
that date, which raised substantial doubt about the Company's
ability to continue as a going concern. The Company expects to
fund operating deficits in the near term through proceeds received
from its stock subscription receivable and additional loans from
Accentia, Inc.  


BRAD POINT CBO: Fitch Affirms BB Rating on $17.7M Class D Notes
---------------------------------------------------------------
Fitch Ratings affirms two classes of notes issued by Brant Point
CBO 1999-1, Ltd. The following rating actions are effective
immediately:

          --$48,750,000 class C third priority senior secured
            notes 'BBB-';

          --$17,705,509 class D fourth priority senior secured           
            notes 'BB'.

Fitch does not rate the class A or class B notes issued by Brant
Point.

Brant Point is a collateralized bond obligation managed by Sankaty
Advisors, Inc. Fitch has reviewed in detail the portfolio
performance of Brant Point. In conjunction with this review, Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

Brant Point has shown steady performance as shown by the recovery
in overcollateralization tests. Both the class A/B and class C OC
tests have improved from failing levels of 123.6% and 105.7%
witnessed at the time of the last rating affirmation on Feb. 21,
2003. As of the last trustee report available, June 7, 2004, Brant
Point was passing class A/B and class C OC tests with levels of
125.6% and 106% respectively. The class D OC test has been failing
since Feb. 5, 2002 but has improved from its all time low of
98.31% on June 6, 2003 to 100.35% as of June 7, 2004. Despite the
improvement in coverage tests since the last rating affirmation,
the collateral has deteriorated as illustrated by the erosion of
the weighted average rating from 'B' to 'B-'. Excluding defaults,
the percentage of securities rated 'CCC+' or lower has improved
from 12% to 10%. As of June 7, 2004, Brant Point has approximately
$29 million in principal collections. Sankaty plans to reinvest
the proceeds in collateral which matches the current portfolio
characteristics and complies with collateral quality tests.

Brant Point has several structural features which have helped
stabilize the performance of the portfolio including an interest
reserve account funded through excess spread. The reserve account
has a current maximum balance of $10.3 million and a current
balance of approximately $8.8 million. The maximum reserve account
balance will step down each payment period by approximately $2.6
million until it reaches $0 on Jan. 28, 2006. Also of note, the
class D OC test cures by redeeming the class D notes. To date, the
class D notes have been reduced by $2.29 million through excess
spread. The next scheduled release of funds from the interest
reserve account in combination with excess spread is expected to
cure the failing class D OC test in the next payment date of July
28, 2004.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.

As a result of this analysis, Fitch has determined that the
original ratings assigned to the class C and D notes still reflect
the current risk to noteholders.


BRADLEY COMPANIES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bradley Companies LLC
        dba Best Western Blue Ribbon Inn
        706 South Kerr Boulevard
        P.O. Box 130
        Sallisaw, Oklahoma 74955

Bankruptcy Case No.: 04-72651

Type of Business: The Debtor operates a hotel.
                  See http://www.bestwestern.com/

Chapter 11 Petition Date: July 14, 2004

Court: Eastern District of Oklahoma (Okmulgee)

Debtor's Counsel: Mark A. Craige, Esq.
                  Morrel West Saffa Craige and Hicks Inc.
                  11th Floor City Plaza West
                  5310 East 31st Street, Suite 1100
                  Tulsa, OK 74135-5004
                  Tel: 918-664-0800
                  Fax: 918-663-1383

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Larry Horn                    Construction work          $80,000
                              as general
                              contractor. The
                              amount listed was
                              an agreed upon
                              settlement.

Oklahoma Tax Commission       706 South Kerr             $64,257
                              Boulevard Sallisaw,
                              OK 74955

Sequoyah County Treasurer     706 South Kerr             $11,543
                              Boulevard Sallisaw,
                              OK 74955

Southwest Home Health Care,   Trade Debt                 $20,000
Inc.


BURLEY'S RINK SUPPLY: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Burley's Rink Supply, Inc.
        195 Jari Drive
        Johnstown, Pennsylvania 15904

Bankruptcy Case No.: 04-28952

Type of Business: The Debtor designs, manufactures, installs and
                  supplies ice-rinks and in-line rinks worldwide.
                  See http://www.burleys.com/

Chapter 11 Petition Date: July 7, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsels: John M. Haschak, Esq.
                   Terry L. Graffius, Esq.
                   Leventry and Haschak, LLC
                   Richland Square III, Suite 202
                   1397 Eisenhower Boulevard
                   Johnstown, PA 15904
                   Tel: 814-266-1799

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
------                        ---------------       ------------
Athletica                     Aluminum Dasherboard       $82,000
                              System

RAE Corporation               Supplier                   $71,986

Hussman Corporation           Supplier                   $66,428

Fes Systems, Inc.             Chiller,                   $48,757
                              Subcontractor Chiller

Schnader, Harrison, Segal     Legal Fees                 $43,383
& Lewis

Center Ice of Dupage          Supplier                   $40,418

Des Champs Laboratories       Dehumidification           $36,636
                              Units

North Shore Mechanical Corp.  Mechanical Contractor      $35,000

Professional Plastics         Poly HDPE Sheets           $34,594

Standard Air & Lite           Supplier                   $32,360

Arch Aluminum & Glass Co.     Tempered Glass             $28,327
Inc.

Humane Manufacturing          LOK-Tuff, Speckled         $24,173

Scot Division-Ardox. Corp.    Pumps                      $24,054

Boldt Company                 Subcontractor- poured      $23,750
                              concrete

Hite Company                  Electrical components      $23,216
                              service


Struebing Construction        Subcontractor/             $21,681
Company                       Carpentry

Amorim Industrial Solutions   Supply rubber              $20,178
                              flooring

Centennial Plastics, LLC      Plastic tubing for         $20,159
                              floor piping

Deforest Koscelnik Yokiti     Legal Fees                 $19,335

Arch Aluminum & Glass Co.     Tempered Glass             $18,460
Inc.


BUSH INDUSTRIES: Equity Holders Retain Seneca as Financial Advisor
------------------------------------------------------------------
Seneca Financial Group, Inc. has been officially retained as
Financial Advisor by the Official Committee of Equity Security
Holders of Bush Industries, Inc.   As approved by the U.S.
Bankruptcy Court for the Western District of New York, Seneca will
be working closely with the Committee to determine whether
shareholders have a right to value in the reorganization process.

"We are pleased to be working with the Equity Committee in this
matter, and playing our part in ensuring that shareholders receive
a fair and legal outcome," said James Harris, president of Seneca
Financial Group.  "This assignment will be the third time we have
represented an equity committee over the last year, which we feel
is a testament to our solid expertise and reputation in this area,
as well as the growing recognition for the importance of
shareholders in today's bankruptcy proceedings."

Seneca Financial Group is a specialized investment banking firm
focused on private and public corporate restructurings.  Seneca is
based in Greenwich, Connecticut.  More information can be obtained
about Seneca at http://www.senecafinancial.com/

Bush Industries, a Jamestown, NY-based manufacturer of case goods
and ready-to-assemble furniture, filed for Chapter 11 protection
on March 31, 2004.  On April 23, 2004, the Company filed a Plan of
Reorganization, last amended on June 22, 2004, that extinguishes
all shareholder interests in Bush.  In advance of the Plans
confirmation hearing, scheduled for July 27, 2004, Seneca will
review the Company's businesses and prospects to ascertain if
shareholders have the right to a stake in the going concern.  The
law firm of Kronish Lieb Weiner & Hellman LLP is legal Counsel to
the Committee.


CANDESCENT TECHNOLOGIES: Employs Conyers Dill as Bermuda Counsel
----------------------------------------------------------------
Candescent Technologies Corporation and its debtor-affiliates want
the U.S. Bankruptcy Court for the Northern District of California
to approve their application to employ Conyers Dill & Pearman as
their Special Bermuda Law Counsel.

The Debtors tell the Court that Conyers Dill has been advising
Candescent-International on Bermuda law since its incorporation as
a Bermuda Company in August 1997.  Given the firm's expertise in
Bermuda law and its familiarity with the Company's structure and
operations, the debtors believe that the firm's retention is in
the best interests of the estates.

Conyers Dill will:

   a) represent Candescent-International regarding applicable
      Bermuda law;

   b) advise Candescent-International regarding applicable
      Bermuda law;

   c) advise on all issues relating to Bermuda law as they
      affected Candescent-International; and

   d) advise Candescent-International on issues relating to the
      interplay between the Debtors' chapter 11 plan and the
      Scheme of Arrangement, and assist in the implementation of
      both.

The firm will bill the Debtors at its current hourly rates:

      Professionals     Designation              Billing Rate
      -------------     -----------              ------------
      Robin Mayor       Restructuring Partner    $500 per hour
      David Cooke       Corporate Partner        $530 per hour
      Christian Luthi   Litigation/
                          Restructuring Partner  $450 per hour
      Fawaz Elmaki      Corporate Associate      $430 per hour

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


CATHOLIC CHURCH: First Creditors' Meeting Scheduled For August 6
----------------------------------------------------------------
Pamela J. Griffith, Assistant U.S. Trustee for Region 18, has
called for a meeting of The Archdiocese of Portland in Oregon's
creditors pursuant to Section 341(a) of the Bankruptcy Code on
August 6, 2004 at 3:30 p.m.  The meeting will be held at the
Office of the U.S. Trustee at 620 SW Main St., in Portland,
Oregon.

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas
W. Stilley, Esq. and William N. Stiles, Esq. of Sussman Shank LLP
represent the debtor in its restructuring efforts. When the debtor
filed for chapter 11 protection, it listed estimated assets of
$10,000,000 to $50,000,000 and estimated debts of $25,000,000 to
$50,000,000. (Catholic Church Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CENDANT MORTGAGE: Fitch Affirms Three Class Ratings at Low-Bs
-------------------------------------------------------------
Fitch Ratings has upgraded 28 and affirmed 40 classes of Cendant
Mortgage Corporation residential mortgage-backed certificates, as
follows:

Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1998-2:

               --Class P, M-1 affirmed at 'AAA';
               --Class B-1 affirmed at 'AAA';
               --Class B-2 affirmed at 'AAA';
               --Class B-3 affirmed at 'AAA';
               --Class B-4 affirmed at 'AA';
               --Class B-5 affirmed at 'A'.

Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1998-5:

               --Class A-7, P, M-1 affirmed at 'AAA';
               --Class B-1 affirmed at 'AAA';
               --Class B-2 affirmed at 'AAA';
               --Class B-3 affirmed at 'AAA';
               --Class B-4 upgraded to 'AAA' from 'AA';
               --Class B-5 upgraded to 'AA' from 'A';
               --Class B-6 upgraded to 'A' from 'A-'.
     
Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1998-8:

               --Class P, M-1 affirmed at 'AAA';
               --Class B-1 affirmed at 'AAA';
               --Class B-2 affirmed at 'AAA';
               --Class B-3 affirmed at 'AAA';
               --Class B-4 upgraded to 'AAA' from 'AA';
               --Class B-5 upgraded to 'AA' from 'A'.
     
Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1998-9:

               --Class A-4, P, M-1 affirmed at 'AAA';
               --Class B-1 affirmed at 'AAA';
               --Class B-2 affirmed at 'AAA';
               --Class B-3 upgraded to 'AAA' from 'AA+';
               --Class B-4 upgraded to 'AAA' from 'A+';
               --Class B-5 upgraded to 'AA' from 'BBB'.

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 1998-12:

               --Class A-6, P, M1 Affirmed at 'AAA';
               --Class B-1 Affirmed at 'AAA';
               --Class B-2 Affirmed at 'AAA';
               --Class B-3 Upgraded to 'AAA' from 'AA-';
               --Class B-4 Upgraded to 'AA+' from 'BBB+';
               --Class B-5 Upgraded to 'A+' from 'BB+'.
          
Cendant Mortgage Corporation, mortgage pass-through Certificates,
series 1999-2:

               --Class A-4, M-1 affirmed at 'AAA';
               --Class B-1 Affirmed at 'AAA';
               --Class B-2 Upgraded to 'AAA' from 'AA+';
               --Class B-3 Upgraded to 'AAA' from 'A+';
               --Class B-4 Upgraded to 'AA-' from 'BBB+';
               --Class B-5 Upgraded to 'A' from 'BBB-'.
               
Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1999-3:

               --Class A-3, M-1 affirmed at 'AAA';
               --Class B-1 affirmed at 'AAA';
               --Class B-2 affirmed at 'AAA';
               --Class B-3 upgraded to 'AA+' from 'AA';
               --Class B-4 affirmed at 'BBB+';
               --Class B-5 affirmed at 'BB'.
     
Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1999-6:

               --Class A-8, P, M-1 affirmed at 'AAA';
               --Class B-1 Affirmed at 'AAA';
               --Class B-2 Upgraded to 'AAA' from 'AA';
               --Class B-3 Upgraded to 'AAA' from 'A+';
               --Class B-4 Upgraded to 'AA+' from 'BBB+';
               --Class B-5 Upgraded to 'A+' from 'BB+'.
          
Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1999-7:

               --Class A-5, P, M-1 affirmed at 'AAA';
               --Class B-1 affirmed at 'AAA';
               --Class B-2 upgraded to 'AAA' from 'AA';
               --Class B-3 upgraded to 'AAA' from 'A';
               --Class B-4 upgraded to 'A+' from 'BBB-';
               --Class B-5 affirmed at 'B+';
               --Class B-6 affirmed at 'B-'.
     
Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1999-11:

               --Class A-5, P, M1 affirmed at 'AAA';
               --Class B-1 affirmed at 'AAA';
               --Class B-2 affirmed at 'AAA';
               --Class B-3 upgraded to 'AAA' from 'AA+';
               --Class B-4 upgraded to 'AA+' from 'A';
               --Class B-5 upgraded to 'A' from 'BB+';
     
Cendant Mortgage Corporation, mortgage pass-through certificates,
series 1999-13:

               --Class P, M1 Affirmed at 'AAA';
               --Class B-1 Affirmed at 'AAA';
               --Class B-2 Affirmed at 'AAA';
               --Class B-3 Affirmed at 'AAA';
               --Class B-4 Upgraded to 'AAA' from 'AA';
               --Class B-5 Upgraded to 'AA' from 'A'.
     
The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support. The affirmations
reflect credit enhancement consistent with future loss
expectations.


CITYSCAPE HOME: S&P Lowers 1997-C Class B-1F Rating To CCC from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
B1-F of Cityscape Home Equity Loan Trust 1997-C to 'CCC' from 'B'.
Concurrently, ratings are affirmed on all other classes from this
series and all other Cityscape Home Equity Loan Trust transactions
rated by Standard & Poor's.

The lowered rating reflects a decrease in credit support
percentage to the subordinate class, due to losses consistently
and significantly outpacing excess interest, thereby resulting in
a reduction of overcollateralization within the last 12 months.
Overcollateralization is projected to be depleted within the next
six months.

The affirmations reflect adequate credit support percentages,
which are provided by subordination, overcollateralization, and
excess interest. In addition, the affirmed 'AAA' ratings on
various classes from several series are insured by policies issued
by MBIA Insurance Corp., Financial Security Assurance Inc., or
Financial Guaranty Insurance Co., thus reflecting the financial
strength of the underlying insurance providers.

As of the June 2004 distribution date, total delinquencies for the
two nonbond-insured transactions ranged from 45.69% (series 1997-C
group 2) to 73.27% (series 1997-B group 2). Serious delinquencies
ranged from 35.50% (series 1997-C group 2) to 73.27% (series 1997-
B group 2), and cumulative losses ranged from 4.26% (series 1997-C
group 2) to 9.13% (series 1997-C group 1).

As of the June 2004 distribution date, total delinquencies for the
bond-insured transactions ranged from 36.88% (series 1996-4) to
50.34% (series 1996-3). Serious delinquencies ranged from 26.93%
(series 1996-4) to 40.23% (series 1996-3), and cumulative losses
ranged from 6.21% (series 1996-2) to 10.13% (series 1996-3).

All of the transactions are backed by fixed- or adjustable-rate
subprime home equity mortgage loans secured by first and second
liens on owner-occupied one- to four-family residences.
   
                         Rating Lowered
   
               Cityscape Home Equity Loan Trust 1997-C
                    Home Equity pass-thru certs
   
                            Rating
                    Series    Class    To        From
                    1997-C    B-1F     CCC       B
             
                         Ratings Affirmed
   
                  Cityscape Home Equity Loan Trust
                    Home Equity pass-thru certs
   
          Series    Class                       Rating
          1996-1    A-4                         AAA
          1996-2    A-5                         AAA
          1996-3    A-8, A-IO                   AAA
          1996-4    A-8, A-9, A-IO              AAA
          1997-B    A-6, A-7                    AAA
          1997-B    M-1F                        AA+
          1997-B    M-2A                        BBB
          1997-B    M-2F                        A
          1997-B    B-1F                        BB
          1997-C    A-3, A-4, M-1A              AAA
          1997-C    M-1F, M-2A                  AA
          1997-C    M-2F                        A
          1997-C    B-1A                        BBB


COASTLINE RESOURCES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coastline Resources
        fdba CRILINC, Inc.
        fdba James Lease Service
        P.O. Box 1168
        Aransas Pass, Texas 78335

Bankruptcy Case No.: 04-20922

Type of Business: The Debtor provides Oil and Gas Field services.

Chapter 11 Petition Date: July 13, 2004

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Richard L Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, TX 77019
                  Tel: 713-960-0277

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Odyssey                                    $156,500

Brown & Root Energy Services                $56,499

Unique Staff Service                        $55,775

Pinnacle Engineering                        $45,404

Attorney General of Texas                   $24,715

Buckner Rental                              $24,558

Ameren International                        $20,102

Southland Construction                      $19,525

Paul Kratzig                                $18,000

Robert Overholt                             $17,512

Miller Environmental                        $16,193

Weldinghouse, Inc.                          $14,000

H&S Construction                            $13,705

Metco Systems                               $13,356

RMS Worldwide                               $12,730

American Supply                             $12,106

McKee & McKee, CPA                          $10,224

Nextel Partners                              $6,400

Hydrochem Industrial Services                $4,751

Burch Consultants                            $4,606


COEUR D'ALENE: Makes Formal Offer for US Wheaton Shares Only
------------------------------------------------------------
Coeur d'Alene Mines Corporation has not yet made a formal offer to
Canadian shareholders of Wheaton River Minerals Ltd. (AMEX:WHT)
(TSX:WRM). Although Coeur has filed a registration statement in
the United States relating to an offer to US shareholders of
Wheaton, Coeur has not filed a take-over bid circular with
applicable Canadian securities regulatory authorities and so is
not in a position to make a legal offer to Wheaton's Canadian
shareholders.

Ian Telfer, Chairman and Chief Executive Officer of Wheaton
stated: "Coeur continues to confuse the market with its offer and
misleading statements. When Coeur announced it had commenced
mailing the offer on July 12, 2004, it did not disclose that no
legal offer has been made to Canadian shareholders."

As previously announced, the Board of Directors of Wheaton has
appointed a Special Committee of directors who are independent of
Wheaton management. The Committee will consider the Coeur offer
and make recommendations to the full Board. The Special Committee
has engaged Orion Securities Inc. to act as its financial
advisers.

Wheaton encourages its shareholders not to deposit any common
shares of Wheaton to the Coeur offer and not to take any other
action concerning the offer until shareholders have received
further communications from the Board of Directors of Wheaton.

After receiving the report and recommendations of the Special
Committee, the Board will issue a Directors' Circular concerning
the Coeur offer. The Directors' Circular will contain important
information including the Special Committee's views concerning the
Coeur offer and the Board's recommendation as to whether Wheaton
shareholders should accept or reject the Coeur.

Wheaton also announces that Frank Giustra and Neil Woodyer will
step down as directors of Wheaton effective immediately, but will
continue in their advisory role through the company's relationship
with Endeavour Financial. The Board of Wheaton is now comprised of
Larry Bell, Douglas Holtby, Eduardo Luna, Antonio Madero, Ian
McDonald and Ian Telfer.

Ian Telfer commented "Wheaton as well as its shareholders and
remaining directors owe a large debt to Frank Giustra and Neil
Woodyer for their significant contribution to Wheaton's success
over the past three years and to the creation of value for our
shareholders. We appreciate the role that Frank and Neil have
played as Board members and advisors. Given current circumstances
relating to the Coeur offer, Frank and Neil thought it best to
remove any perceived conflicts relating to their dual role as
advisors and directors. While we regret to accept their
resignations, this will allow Frank and Neil to continue as
trusted advisors to Wheaton as we continue to grow the company."

Frank Giustra stated "Neil Woodyer and I made the decision to step
down as directors so that our perceived conflict would not cloud
the real issues currently at hand. Working with Ian Telfer has
been extremely exciting and we are very proud of what he has
accomplished in such a short period of time. We look forward to
working with him as advisors."

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


COLUMBUS MICROFILM: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Columbus Microfilm Inc.
        1600 Universal Road
        Columbus, Ohio 43207

Bankruptcy Case No.: 04-60904

Type of Business: The Debtor provides customized and
                  cost-effective microfilm services.
                  See http://www.columbusmicrofilminc.com/

Chapter 11 Petition Date: July 9, 2004

Court: Southern District of Ohio (Columbus)

Judge: Donald E. Calhoun Jr.

Debtor's Counsel: Grady L. Pettigrew, Jr., Esq.
                  Cox Stein & Pettigrew Co LPA
                  400 East Town Street, Suite G 30
                  Columbus, OH 43215
                  Tel: 614-224-1113
                  Fax: 614-228-0701

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Angela R. Granata                          $185,000

Rose M. Granata                            $165,000

Ronk Brothers                              $123,873

Remedy Staffing                             $48,056

Excel Temporary                             $34,478

American Express                            $16,517

Fleet Credit Card                           $16,325

GBQ Partners                                $15,032

United Health Insurance                     $13,916

US SourceCorp.                              $13,750

Bank of America                             $13,217

Citigroup Card                              $13,165

Insurance of Central Ohio                   $10,903

Elan Financial                              $10,286

Citi Business Card                           $7,410

Bank One                                     $7,137

Southland Storage                            $7,000

First National Bank of Omaha                 $6,742

Sonitrol of Central Ohio                     $4,521


COMMERICAL LOAN: Fitch Assigns BB Rating to $14.5M Class D Notes
----------------------------------------------------------------
Fitch Ratings assigns the following ratings to CoLTS Trust 2004-1:

     -- US$186,397,000 class A floating rate asset commercial loan
        trust securities, series 2004-1, due September 15, 2014
        'AAA';

     -- US$32,816,000 class B floating rate deferrable interest
        commercial loan trust securities, due September 15, 2014
        'A';

     -- US$13,127,000 class C floating rate deferrable interest
        commercial loan trust securities, due September 15, 2014      
        'BBB';

     -- US$14,500,000 class D floating rate deferrable interest
        commercial loan trust securities, due September 15, 2014
        'BB'.

The ratings are based upon the credit quality of the underlying
assets, the credit enhancement provided to the capital structure
through subordination and excess spread, and the strength of the
Loan Arbitrage Group of Wachovia Bank, N.A. as servicer to the
portfolio assets.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date. The ratings of the
class B, C and D notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.

The notes are supported by the cash flows of an asset portfolio
consisting of high-yield loans to middle market U.S. businesses,
and of widely syndicated loans. The middle market loans were made
for the purpose of working capital, growth, acquisitions, and
recapitalizations. The loan obligors, a majority of which are
privately owned, primarily operate in the media, healthcare,
automotive and leisure/entertainment sectors. Of the total
portfolio, 80.8% of the loans are to middle market companies, and
19.2% of the loans are widely syndicated loans. Approximately
72.6% of the loans are senior secured loans, and 27.4% are senior
last-out loans. The senior last-out loans are defined as those
that, with regard to priority of payment, are subordinated to at
least one other loan in the obligor's capital structure. The
portfolio has a weighted average rating of approximately a
'B+'/'B'. The pool has 40 loan obligors with no single obligor
representing more than 3.8% of the total portfolio value. There is
some over-concentration with respect to industry exposure
specifically in broadcast/media/cable and healthcare, which was
addressed in the Fitch Vector Model. It is important to note that
the portfolio will generally be a static pool. There will be no
discretionary trading, however, substitutions for specified
reasons will be allowable up to 10% of the aggregate net
outstanding portfolio balance. Furthermore, the widely syndicated
loans will be assigned to the issuer within 60 days after closing.


CORNERSTONE PROPANE: Disclosure Statement Hearing is on July 29
---------------------------------------------------------------
Cornerstone Propane, L.P and its debtor-affiliates filed their
Plan of Reorganization and Disclosure Statement at the U.S.
Bankruptcy Court for the Southern District of New York.

The Honorable Robert D. Drain will convene a hearing on July 29,
2004, at 10:00 a.m., to consider the adequacy of the disclosure
statement.  

Objections to the approval of the disclosure statement should be
filed with the bankruptcy court on or before July 27, 2004 at
12:00 noon and copies must be served on:

          Kirkland and Ellis LLP
          Citigroup Center
          153 E. 53rd Street
          New York, New York 10022-4611
          Attn: Matthew A. Cantor, Esq.            

          Milbank, Tweed, Hadley & McCloy LLP
          1 Chase Manhattan Plaza
          New York, New York 10005
          Attn: Allan S. Brilliant, Esq.

          Office of the U.S. Trustee
          33 Whitehall Street Suite 2100
          New York, NY 10004

          Akin Gump Straus Hauer and Feld LLP
          2029 Century Park East
          Los Angeles, CA 90067
          Attn: David P. Simonds, Esq.

          Paul Hastings, Janofsky & Walker LLP
          600 Peachtree Street N.E. Suite 2400
          Atlanta, Georgia 30308
          Attn: Jesse H. Austin III, Esq.

          Paul Hastings, Janofsky & Walker
          1005 Washington Boulevard 9th Floor
          Stamford, CT 06901
          Attn: Leslie Plakson, Esq.

Copies of the disclosure statement is available at the office of
the clerk of court or at http://www.kccllc.net/

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/-- is the nation's  
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states. The Company filed
for chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13855) on
June 3, 2004. Matthew Allen Cantor, Esq., at Kirkland & Ellis LLP,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities.    


COVANTA TAMPA: Hydranautics Asks Court Not To Rule On Retainage
----------------------------------------------------------------
The Bankruptcy Court's Amended Order approving the Settlement
Agreement between Tampa Bay Water, and Debtors Covanta Tampa Bay,
Inc., and Covanta Tampa Construction, Inc., provides that:

   "[A]t or before the hearing on confirmation of [the] Debtors'
   plan, by way of motion filed by Hydranautics, this Court shall
   determine whether Hydranautics or it sureties, Fidelity and
   Zurich, have any rights, claims, liens or interests in the
   'Settlement Amount'(as that term is defined in the Settlement
   Agreement)."

To comply with the Amended Order and to avoid confusion,
Hydranautics and its Sureties ask Judge Blackshear to:

   (a) expressly recognize that no finding is being made as to
       whether TBW is using the $7.9 million retainage to make
       the Settlement Payment; and

   (b) preclude TBW from using the Retainage to make the
       Settlement Payment.

Kristin J. Casillo, Esq., at Baker & Hostetler, in Orlando,
Florida, reminds the Bankruptcy Court that TBW is withholding the
Retainage with regards to the engineering, procurement and
construction of the Tampa Bay seawater desalination facility.  
Hydranautics and its Sureties believe that they hold equitable
liens or otherwise superior rights in the Retainage.  
Hydranautics has a pending complaint against TBW in the U.S.
District Court for the Middle District of Florida, Tampa
Division, in connection with the Retainage.

Ms. Casillo clarifies that Hydranautics and its Sureties do not
object to the confirmation of Covanta Tampa's Joint
Reorganization Plan, except to the extent that the Bankruptcy
Court authorizes TBW's use of the Retainage in payment of the
Settlement Funds, or otherwise determines that TBW can use the
Retainage to make the payment.

According to Ms. Casillo, TBW confused the issues by asserting
that it will pay the Settlement Funds with the Retainage.  
Hydranautics is concerned that the Bankruptcy Court may issue a
ruling or a statement which TBW might use to confuse or mislead a
fact finder in the Florida District Court Action.

The dispute regarding the Retainage should not involve the
Debtors because it is only between TBW and Hydranautics, Ms.
Casillo says.  Since the Florida District Court Action is not
related to the Debtors' bankruptcy cases, the Bankruptcy Court
need not involve itself in the dispute.

If in the Florida District Court Action, Hydranautics or its
Sureties are required to complete the Facility or pay for its
completion, Hydranautics or its Sureties must be equitably
entitled to the entire Retainage.  Hence, Hydranautics' or its
Sureties' rights should not be decreased by any payments made by
TBW, such as through the Settlement Payment to the Covanta Tampa
Debtors.

The Settlement Agreement does not require the use of the
Retainage for the Settlement Fund.  The source of the Settlement
Funds is wholly irrelevant to the Debtors and their estates.

Ms. Casillo reiterates that the Court should not make any ruling
concerning the Retainage.  Any order confirming the Covanta Tampa
Plan should provide that nothing contained in the Plan must be
interpreted as finding, ruling, or otherwise acknowledging that
TBW is making the payments required by the Settlement Agreement
with the Retainage.

                        Parties Stipulate

The Covanta Tampa Debtors and Hydranautics agree that:

   (a) Upon the resolution of Hydranautics' request, the
       confirmation and consummation of the Covanta Tampa Plan
       will not require a determination of -- and the Debtors
       will not request the Bankruptcy Court to determine -- the
       rights of Hydranautics or the Sureties in and to the
       Retainage;

   (b) Nothing in the Stipulation:

          -- will constitute a finding concerning Hydranautics'
             or the Sureties' in and to the Retainage;

          -- authorizes TBW to make the Settlement Payments
             from the Retainage, or acknowledges or denies that
             the Settlement Payments are being made from the
             Retainage; and

          -- precludes TBW from making the Settlement Payments
             from the Retainage;  

   (c) The Covanta Tampa Plan's Confirmation Order will include
       these provisions:

           "Nothing in the Plan or this confirmation order shall
           be construed or otherwise interpreted as authorizing
           TBW to make the Settlement Payments from the
           Retainage, or acknowledging or denying that TBW is
           making the Settlement Payments from the Retainage, nor
           does anything in this Plan or Confirmation Order
           preclude TBW from making the Settlement Payments from
           the Retainage.

           Nothing contained in the Plan or this Confirmation
           Order shall be construed as or otherwise be
           interpreted as waiving or releasing any of
           Hydranautics' or the Sureties' (i) rights,
           claims or liens against TBW or the property of TBW, if
           any, which may otherwise be asserted in defense
           against or as counterclaims to any claims asserted
           against them by TBW in any court of competent
           jurisdiction, (ii) rights, claims or liens that were
           being asserted as of June 23, 2004 in those certain
           actions styled Fidelity and Deposit Company of
           Maryland and Zurich American Insurance Company v.
           Tampa Bay Water (M.D. Fla. Case No. 8:04-CV-01399) and
           Hydranautics, Inc. v. Tampa Bay Water (M.D. Fla. 8:04-
           CV-461-T-24EAJ), to the extent that said courts are
           courts of competent jurisdiction (which TBW disputes),
           or (iii) claims that they have a right to, interest
           in, lien upon or claim against or as to the Retainage,
           all of which claims, rights, interests and liens, if
           any, shall be preserved."

   (d) Hydranautics is deemed to have waived and released all
       claims against the Covanta Tampa Debtors and their
       affiliates relating to the Settlement Payments, including
       any right to seek recovery of the Settlement Payments from
       the Covanta Tampa Debtors or their affiliates, or any of
       their transferees, based on any theory;

   (e) Any claim asserted by Hydranautics against the Covanta       
       Tampa Debtors will be treated solely as a Class 4 Third
       Party Claim pursuant to the Covanta Tampa Plan.  All
       claims asserted by Hydranautics will be treated as
       provided for in the Stipulation and the Debtors' omnibus
       objection to claims;

   (f) No later than 30 days after the last date any claims
       objections in the Covanta Tampa Debtors' Chapter 11 cases
       are finally resolved and the Covanta Tampa Debtors make
       all cash payments provided for in the Covanta Tampa Plan,
       the Covanta Tampa Debtors will file a notice with the
       Court containing the information necessary to calculate
       the amount of the "Judgment Reduction Protection," namely:

          -- the aggregate amount paid in cash to holders of
             Allowed Class 3 Unsecured Claims; and

          -- the total amount of Allowed Class 3 Unsecured
             Claims,

       together with a formula for calculating the Judgment
       Reduction Protection;

   (g) Hydranautics' objection to the Covanta Tampa Plan are
       resolved and are deemed withdrawn with prejudice.  
       Hydranautics will not interpose any further objections to
       the Covanta Tampa Plan or appeal from or challenge the
       Covanta Tampa Plan Confirmation Order; and

   (h) If at any time prior to the confirmation and consummation
       of the Covanta Tampa Plan any objection is asserted based
       on a claimed interest in or to the Settlement Payments
       by an entity asserting that interest by or through
       Hydranautics, at the Covanta Tampa Debtors' option, the
       Stipulation will be of no further force and effect and the
       Parties' rights will be returned to the status quo ante as
       of June 23, 2004.  A hearing on the Debtors' Claims
       Objection, the Plan Objection and Hydranautics' request to
       lift the automatic stay to pursue retainage withheld by
       Tampa Bay Water will then take place at the earliest
       available date.

The Court approves the Stipulation.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
60; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


DIVERSIFIED CORPORATE: Shareholders Meet Today at 10 AM in Dallas
-----------------------------------------------------------------
The 2004 Annual Meeting of Shareholders of Diversified Corporate
Resources, Inc., will be held at Holiday Inn Express, 10650 N.
Central Expressway, Dallas, Texas 75231, today, July 16, 2004, at
10:00 a.m. Central Time.

At the Annual Meeting, shareholders will be asked to consider and
vote upon the following:

   (1) the election of directors,

   (2) the approval of an amendment of the Articles of
       Incorporation to increase the number of authorized shares       
       of common stock from 10 million to 50 million,

   (3) the ratification of the appointment of BDO Seidman, LLP, as
       independent accountants for the fiscal year ending
       December 31, 2004,

   (4) the approval and ratification of certain actions taken by
       the Board of Directors in connection with two of the    
       Company's existing stock option plans,

   (5) the approval of the 2004 Diversified Corporate Resources,
       Inc. 2004 Nonqualified Stock Option Plan, and

   (6) any other business that may properly come before the
       meeting.

Holders of record of Company common stock and the holders of
Series A Convertible Voting Preferred Stock, $10 par value, each
at the close of business on June 15, 2004, will be entitled to
vote at the Annual Meeting.

                     About the Company

Diversified Corporate Resources, Inc. (Amex: HIR) is a national
employment services and consulting firm, servicing Fortune 500 and
larger regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioPharm and Finance and Accounting. The Company
currently operates a nationwide network of nine regional offices.

As reported in the Troubled Company Reporter's June 10, 2004
edition, Diversified Corporate Resources, Inc. retained a
specialized tax consultant to initiate discussions with
the Internal Revenue Service regarding the payment of $2.5 million
in unpaid Section 941 taxes owed by the Company for periods during
the first and second quarters of 2004. Based on these discussions,
the Company believes that it will receive a time period of at
least 120 days to either pay this liability in full or enter into
a satisfactory payment plan, if necessary. Currently, the Company
has $.6 million in a restricted cash account reserved for payment
against this balance reducing the amount of required funds to
approximately $1.9 million.

Nonpayment of taxes may be considered by the Company's lenders
under its two major lines of credit as an act of default. The
Company is in the early stages of discussing the matter with these
lenders.

This event may result in further delays in the release of the
Company's 2003 financial statements, its Proxy Statement for the
2004 Annual Meeting and the filing with the Securities and
Exchange Commission of its 2003 Annual Report on Form 10-K, its
amended and restated Forms 10-Q for the first three quarters of
2003, and the Quarterly Report on Form 10-Q for the first quarter
of 2004.


DYER FABRICS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dyer Fabrics, Inc.
        P.O. Box 1527
        Dyersburg, Tennessee 38025-1527

Bankruptcy Case No.: 04-30609

Type of Business: The Debtor is a textile wholesaler and
                  manufacturer.

Chapter 11 Petition Date: July 9, 2004

Court: Western District of Tennessee (Memphis)

Judge: William Houston Brown

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  Harris, Shelton, Dunlap, Cobb & Ryder, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: 901-525-1455
                  Fax: 901-526-4084

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Dyersburg Gas & Water                                   $272,860
P. O. Box 1358
Dyersburg, TN 38025-1358

Hickman Mills                                           $171,046

Dyer County Trustee                                     $130,420

DyStar L.P.                                              $58,337

Dyersburg Electric                                       $55,672

Unifil Sales & Distribution                              $48,798

Dillon Yarn Corp.                                        $38,488

Groz-Beckert USA, Inc.                                   $31,838

Parkdale                                                 $30,239

Platinum Plus for Business                               $22,312

Zurich Life                                              $21,242

24/7 Express LLC                                         $19,740

Carmichael Dunn Creswell &                               $16,367
Sparks, PLLC

Dooley Chemicals, LLC                                    $15,002

Avondale Mills, Inc.                                     $14,750

Carolina Mills, Inc.                                     $14,714

Industrial Bolt & Supply LLC                             $13,261

Capitol Premium Plan, Inc.                               $11,866

Old Dominion Freight Line     Service Debt               $10,222

Carrier Corporation                                       $9,699


EAGLEPICHER HOLDINGS: Equity Deficit Tops $89.7 Million at May 31
-----------------------------------------------------------------
EaglePicher Holdings, Inc., released its second quarter and first
six months of 2004 financial results and reports the filing of its
Quarterly Report on Form 10-Q with the United States Securities
and Exchange Commission.

       Second Quarter and First Six Months of 2004 Results

Net sales increased $14.5 million, or 8.4%, to $186.4 million in
the second quarter of 2004 from $171.9 million in the second
quarter of 2003, and increased $16.8 million, or 5.0%, to $350.2
million in the first six months of 2004 from $333.4 million in the
first six months of 2003.

The sales increase in the second quarter of 2004 was primarily
driven by a $10.2 million, or 29.9%, increase in our Technologies
Business Unit's Power Group Segment related to higher volumes and
improved pricing in our defense and space businesses, as well as
additional shipments of our EaglePicher Horizon Batteries that
resulted in revenue of $1.2 million. In addition, the increase was
driven by a $4.9 million, or 20.9%, increase in our Automotive
Business Unit's Wolverine Segment primarily due to a 17.5% volume
increase.

The sales increase in the first six months of 2004 was primarily
driven by an $18.0 million, or 27.2%, increase in our Technologies
Business Unit's Power Group Segment related to higher volumes and
improved pricing in our defense and space businesses, as well as
shipments of our EaglePicher Horizon Batteries that resulted in
revenue of $2.2 million. In addition, the increase was driven by
an $8.2 million, or 18.8%, increase in our Automotive Business
Unit's Wolverine Segment, primarily due to a 13.8% volume
increase. These increases were partially offset by a $6.2 million,
or 3.8%, decrease in our Automotives Business Unit's Hillsdale
Segment, due to reduced pricing and the phase-out of three
specific programs, and a $5.4 million, or 37.9% decrease in our
Technologies Business Unit's Specialty Materials Group Segment.

Operating income decreased $5.5 million, or 27.2%, to $14.6
million in the second quarter of 2004 from $20.1 million in the
second quarter of 2003, and decreased $8.3 million, or 27.2%, to
$22.2 million in the first six months of 2004 from $30.5 million
in the first six months of 2003.

Gross margin dollars increased as a result of (a) higher volumes
in our Technologies Business Unit (b) higher volumes and favorable
foreign currency in our Filtration and Minerals and Wolverine
Segments, partially offset by (a) increased steel costs and plant
closure costs in our Wolverine Segment (b) increased commodity
costs in our Filtration and Minerals Segment, (c) lower average
selling prices, plant restructuring, and China sourcing start-up
costs in our Hillsdale Segment, and (d) the reduced margin booking
rate on a specific long-term defense contract in our Technologies
Business Unit's Power Group Segment primarily due to additional
cost and short-term production inefficiencies related to an
accelerated increase in production volumes and capacity.

Selling and administrative expenses have increased primarily due
to higher selling and management infrastructure costs to support
various growth initiatives in our Power Group Segment, including
the operations of our newly consolidated 62% owned venture,
EaglePicher Horizon Batteries, as well as costs to support our
global sourcing initiatives, primarily in China, in our Hillsdale
Segment.

                     Cash Flows and Net Debt

Our net debt (total debt on the balance sheet plus the obligations
of our asset-backed securitization less cash on our balance sheet)
increased $38.3 million to $392.9 million at May 31, 2004 from
$354.6 at November 30, 2003. The increase was primarily due to the
following sources/ (uses) of cash:

     a.  $20.7 million from proceeds received from the sale of our
         Environmental Sciences & Technology business.

     b.  ($11.6) million decrease in accounts payable primarily
         related to changes in payment terms with three specific
         vendors, largely due to changed market conditions in the
         steel market.

     c.  ($8.8) million increase in inventories primarily related
         to an inventory build in our Hillsdale Segment to support
         plant and sourcing restructurings, and increases in our
         Wolverine Segment and Power Group Segment to support
         their sales growth.

     d.  ($16.0) million increase in receivables primarily due to
         (a) the funding of working capital in our newly    
         controlled venture, EaglePicher Horizon Batteries and (b)
         increases in days sales outstanding in the second quarter
         of 2004 compared to the fourth quarter of 2003.

     e.  ($12.0) million increase in production on long-term
         defense contracts where costs are incurred before
         shipments or milestone billings are made and collected.  
         This was primarily driven by (a) 29.9% increase in our
         Power Group Segment's revenues in the second quarter of
         2004, and (b) recently incurred production bottlenecks in
         the later stages of certain defense contracts which have    
         resulted in the delay of certain shipments to customers.  
         We expect these bottlenecks to be somewhat eliminated in
         the second half of 2004.

     f.  ($20.8) million for capital expenditures.

     g.  ($3.5) million for the purchase of a controlling interest
         in EaglePicher Horizon Batteries, LLC.  We now have a 62%
         controlling interest in this venture.

At May 31, 2004, EaglePicher Holdings' balance sheet shows a
stockholders' deficit of $89,680,000 compared to a deficit of
$90,207,000 at November 30, 2003.

             Q2 2004 Earnings Conference Call

On Thursday July 29, 2004, EaglePicher will also host a conference
call to discuss its progress and performance for the quarter and
the outlook for the future, followed by a question and answer
session. The conference call, which may include forward looking
statements, is scheduled to begin at 11:00 am Eastern Time (8:00
am Pacific). The conference call may be accessed by dialing (888)
288-0246 or +1 (706) 679-3901 for international callers a few
minutes prior to the scheduled start time. Callers should ask for
the EaglePicher Second Quarter Investor Call hosted by Tom
Scherpenberg, Vice President and Treasurer. A copy of the
presentation materials will also be available on our internet web
site prior to the start of the call at http://www.eaglepicher.com/  
under About EaglePicher / Investor Relations / Presentations / Q2
2004 Investor Call Presentation. A replay of the conference call
will be available following the call. The replay can be accessed
by dialing (800) 642-1687 or +1 (706) 645-9291 for international
callers. The conference ID number for the replay is 8364995.

EaglePicher Incorporated, founded in 1843 and headquartered in
Phoenix, Arizona, is a diversified manufacturer and marketer of
innovative, advanced technology and industrial products and
services for space, defense, environmental, automotive, medical,
filtration, pharmaceutical, nuclear power, semiconductor and
commercial applications worldwide. The company has 4,000 employees
and operates more than 30 plants in the United States, Canada,
Mexico, the U.K. and Germany. Additional information on the
company is available on the Internet at
http://www.eaglepicher.com/   

EaglePicher Holdings, Inc. is the parent of EaglePicher
Incorporated. EaglePicher(TM) is a trademark of EaglePicher
Incorporated.


ECLIPSE PROPERTIES: Bankruptcy Administrator Can't Form Committee
-----------------------------------------------------------------
The Bankruptcy Administrator for the Eastern District of North
Carolina reports that despite her efforts to contact unsecured
creditors, she is unable to recommend members to the committee of
unsecured creditors.  Marjorie K. Lynch adds that as of the
Section 341(a) Meeting of Creditors, there was no sufficient
indication of willingness to serve on a committee from the persons
eligible to do so.

Headquartered in Raleigh, North Carolina, Eclipse Properties, LLC
filed for chapter 11 protection on April 14, 2004 (Bankr. E.D.
N.C. Case No. 04-01415).  William P. Janvier, Esq., at Everett
Gaskins Hancock & Stevens represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $10,750,000 in total assets and
$8,437,447 in total debts.


ENRON CORP: S.D.N.Y. Bankr. Court Approves Joint Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court of the Southern District of New York
approved yesterday Enron Corp.'s Joint Chapter 11 Plan.

"Undoubtedly, this was an extremely complex bankruptcy. Thursday's
court approval acknowledges not only the tremendous amount of work
that has been accomplished during the last two and a half years,
but also the overwhelming support of our economic constituents,"
said Stephen F. Cooper, Enron's acting CEO and chief restructuring
officer. "We still have certain tax and change of control issues
that need to be resolved before the effective date, but we will
continue working diligently to address those issues so that we can
begin initial distributions to our creditors as expeditiously as
possible."

Under the approved Joint Chapter 11 Plan, assuming the previously
announced sales of Portland General Electric and CrossCountry
Energy are consummated, Enron's creditors will receive a
combination of cash and equity in Prisma Energy International,
Enron's international energy asset business. In such case, the
proportion of cash to equity is expected to be 92 percent cash and
8 percent equity.

At the conclusion of the claims reconciliation process, the
allowable claims against the company are expected to be
approximately $63 billion, Cooper said. The cash and equity assets
available for ultimate distribution are expected to be around $12
billion, he added, not including recoveries from litigation.

Enron's Internet address is http://www.enron.com/


ENRON: Nevada Power & Sierra Withdraw Plan Confirmation Objection
-----------------------------------------------------------------
On September 26, 2003, the Court entered a final judgment in the
adversary proceeding known as No. 02-2520, which directed:

   -- Nevada Power Company to pay to Enron Power Marketing,
      Inc., damages and pre-judgment interest amounting to
      $234,188,814 plus pre-judgment interest, and post-judgment
      interest at the rate of 1.21% per annum; and

   -- Sierra Pacific Power Company to pay to EPMI damages and
      pre-judgment interest amounting to $102,177,460 plus pre-
      judgment interest, with post-judgment interest at the rate
      of 1.21% per annum.

That same day, the Nevada Companies asked for a stay on the
enforcement and execution of the Final Judgment pending appeal.
The Nevada Companies proposed to secure the Final Judgment by
placing into escrow certain secured mortgage bonds issued under
the Nevada Companies' General and Refunding Mortgage Indentures,
dated May 1, 2001, between Nevada Power and Sierra, and the Bank
of New York as Trustee.  The Court granted the Stay Request on
November 12, 2003.

The Stay Order required, among other things:

   (a) the Nevada Companies to place into escrow bonds issued
       under the G&R Indentures in the face amounts of $235
       million and $103 million;

   (b) Nevada Power to deposit $281,695 in cash into the
       escrow account;

   (c) the Nevada Companies to deposit $35 million in cash as
       principal in the escrow account plus the amount of
       post-judgment interest accrued on that amount up to the
       date of deposit, with the Judgment Bonds then being
       reduced in principal amount by $35 million; and

   (d) a further hearing to be conducted to determine whether
       additional cash payments should be made into the escrow.

On December 2, 2003, Nevada Power and Sierra each entered into
escrow agreements with EPMI and Wachovia Bank, National
Association as the escrow agent, which Escrow Agreements contain
certain provisions relating to the release of the cash and
Judgment Bonds, which the Nevada Companies placed into escrow.

On December 4, 2003, Nevada Power deposited its General and
Refunding Mortgage Bond in the principal amount of $235,000,000
into an escrow account with Wachovia pursuant to the NPC-EPMI
Escrow Agreement, together with a $281,695 cash payment.  Sierra
also deposited its General and Refunding Mortgage Bond in the
principal amount of $103,000,000 into an escrow account with
Wachovia pursuant to the SPPC-EPMI Escrow Agreement.

On February 10, 2004, the Nevada Companies deposited additional
cash principal amounts of $35,000,000 into the NPC Escrow Account
and SPPC Escrow Account, together with cash payments in the
amounts of $112,053 and $49,112 as post-judgment interest up to
the date of deposit on the principal amounts, and the NPC Bond
and the SPPC Bond were each reduced in the principal amounts
deposited by the Nevada Companies.

The Nevada Companies and EPMI mutually agreed to the entry of a
Stipulation and Order Concerning Additional Cash Collateral dated
April 8, 2004, pursuant to which Nevada Power made an additional
cash deposit into the NPC Escrow Account of $25,000,000 as
principal, by which amount the NPC Bond amount was reduced, plus
$169,736 additional cash representing accrued post-judgment
interest.  Under the Stipulation, EPMI agreed not to seek or
request (i) any further cash deposits, (ii) additional
collateral, or (iii) other changes to the Escrow Accounts or to
the conditions for the maintenance of the Stay, pending
resolution of appeals arising from the Adversary Proceeding and
pending before the U.S. District Court for the Southern District
of New York.

On October 15, 2002, Nevada Power filed Claim No. 13108 and
Sierra filed Claim No. 13132 against EPMI.  On March 26, 2004,
the Court disallowed the Claims.  On April 2, 2004, the Nevada
Companies filed an appeal of the Disallowance Order with the
United States District Court for the Southern District of New
York.

The Nevada Companies objected to the confirmation of the Plan and
the Global Compromise of Inter-Estate Issues.

On June 7, 2004, during the Plan confirmation hearings, the
Debtors, including Enron Power Marketing, Inc., and Nevada Power
Company and Sierra reached a settlement regarding, inter alia,
the Confirmation Objections and the Stay.

In a Court-approved settlement, the parties stipulate and agree
that:

   1. The Confirmation Objections are withdrawn with prejudice;

   2. The Stay, Stay Orders, Escrow Accounts and all proceeds
      including the Escrow Funds will remain in place under the
      terms and conditions previously specified in the Stay
      Orders, except as modified and extended by the Stipulation;

   3. They will provide cooperation reasonably necessary to
      effectuate the Stipulation and Order;

   4. The Escrow Funds will be deemed and considered for all
      purposes not to be property of the bankruptcy estate of
      any of the Debtors;

   5. In the event that the Nevada Companies or any of their
      affiliates file Chapter 11 cases, the Escrow Funds will
      be deemed and considered for all purposes not to be
      property of any those debtors' bankruptcy estates;

   6. The Escrow Funds will be deemed not to be treated under
      the Plan and not subject to any provision(s) of the Plan
      except that upon proper and authorized release of the
      Escrow Funds to EPMI, it will be distributed pursuant to
      Section 42.2 of the Plan.  EPMI and the Nevada Companies
      further agree to work together in good faith to modify the
      Escrow Agreements to the extent necessary to conform them
      to the provisions of the Stipulation and Order;

   7. The rights of the Nevada Companies to proceed against the
      Escrow Accounts or Escrow Funds will not be impaired,
      abridged or altered by the Plan or any order confirming
      or modifying it;

   8. Their rights to proceed against the Escrow Accounts or
      Escrow Funds will not be altered by the Stipulation and
      Order;

   9. Except to the extent already provided for in the Escrow
      Documents, the Nevada Companies will make quarterly
      deposits of cash or additional bonds under their G&R
      Indentures, bearing terms similar to the Judgment Bonds,
      into the Escrow Accounts, to fund the post-judgment
      interest accruing on the outstanding principal amount of
      the Judgment Bonds and the cash balance.  The initial
      quarterly payment to be made will be in an amount equal
      to the interest already accrued plus the interest which
      will accrue over the six-month period following the date
      of the initial quarterly payment.  All subsequent
      quarterly payments will be in an amount equal to the
      interest already accrued plus the interest which will
      accrue over the three-month period following the date of
      that payment;

  10. EPMI reserves its right to argue that any refund or
      disgorgement as may be ordered by the Federal Energy
      Regulatory Commission with respect to or that affects the
      transactions that are the subject of the Adversary
      Proceeding, is not a setoff claim and is subject to pro
      rata treatment consistent with the treatment afforded
      prepetition unsecured claimholders under the Plan;

  11. The Nevada Companies reserve their right to argue that
      any refund or disgorgement claim that they may obtain as
      a result of any order by the FERC with respect to or that
      affects the transactions that are the subject of the
      Adversary Proceeding is entitled to be treated under the
      Plan as having administrative priority status, secured
      status, or any other particular status, or to take any
      other legal position with respect to that refund or
      disgorgement claim without reference to any Plan provision
      which might purport to change or alter the Nevada
      Companies' ability to assert those rights;

  12. The Parties agree that no Plan provision will stay, abate,
      or otherwise affect any pending or related FERC
      proceeding, provided, however, no tribunal other than the
      Court may enforce orders or judgments against the Debtors'
      and Reorganized Debtors' property; and

  13. The Stipulation and Order will have no effect on the
      right of the Nevada Companies to proceed with the Claims
      Allowance Appeal. (Enron Bankruptcy News, Issue No. 116;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON: Bank of America to Settle Class Action Lawsuit for $69 Mil.
------------------------------------------------------------------
Bank of America has reached an agreement to settle class
action litigation brought on behalf of purchasers of Enron
securities that is pending in the United States District Court
for the Southern District of Texas (Civil Action No. H-01-3624).

Under the terms of the settlement agreement, which is subject to
court approval, Bank of America will make a payment of
approximately $69 million to the settlement class in Newby v.
Enron Corp. et al, led by the Regents of the University of
California.  The class consists of all persons who purchased or
otherwise acquired securities issued by Enron during the period
from October 19, 1998 to November 27, 2001.  Plaintiffs' attorney
fees will be paid from the settlement amount.

The bank believes it is in the best interests of the company to
resolve these claims and put this litigation behind it and focus
efforts on creating greater value for shareholders.  Under the
settlement, Bank of America denied that it violated any law and
explained that it settled the matter solely to eliminate the
uncertainties, expense and distraction of further protracted
litigation.

Bank of America is one of the world's largest financial
institutions, serving individual consumers, small businesses and
large corporations with a full range of banking, investing, asset
management and other financial and risk-management products and
services.  The company provides unmatched convenience in the
United States, serving 33 million consumer relationships with
5,700 retail banking offices, more than 16,000 ATMs and award-
winning online banking with more than ten million active users.
Bank of America is the #1 Small Business Administration lender in
the United States.  The company serves clients in 150 countries
and has relationships with 96 percent of the U.S. Fortune 500
companies and 82 percent of the Global Fortune 500.  Bank of
America Corporation stock (ticker: BAC) is listed on the New York
Stock Exchange.  (Enron Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Various Creditors Sell Claims Totaling $142,863,204
---------------------------------------------------------------
Pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy
Procedure, the Court received these notices of claim transfer
from June 22, 2004 through June 30, 2004:

A. To Longacre Master Fund Ltd.:

                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Salience Associates, Inc.                  2136   $1,606,487

B. To Contrarian Capital Trade Claims, LP:

                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   AT&T Corporation                           1998   $5,131,315


C. To Bear Stearns Investment Products, Inc.:

                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Silver Oak Capital, LLC                   11371  $45,000,000
                                             11322   73,793,751

D. To Contrarian Funds, LLC:

                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Landmark Truss & Lumber, Inc.               -        $34,968
   Dedert Corporation                        18120      350,000

E. To Deutsche Bank Trust Company Americas:

                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Banca Di Roma                              2599   $7,000,000

F. To Robert H. Marshall, Earl R. Bruno & Randy Stevens:

                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Permian Resources Holdings, Inc.          18084     $617,687
                                             18085      205,653

G. To Stark Event Trading, Limited:

                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Ardwin Freight                              -        $28,266
   Metal Bulletin, Inc.                        -         52,500
   Petrotech                                   -         44,312
   Walden & Associates                         1         25,500
   CEM Consultants                             -         32,356
   Gulf Interstate Engineering Company         -        222,745
   Gas Recovery Systems, Inc.                 4418       31,120
   Hansel Joshua I                             -         55,844

H. To Morgan Stanley & Co. International Ltd.:

                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Morgan Stanley Emerging Markets, Inc.       -     $9,454,040

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


FEDERAL-MOGUL: Property Damage Claimants Want Weil as Counsel
-------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants
in Federal-Mogul Corporation's chapter 11 proceedings seeks the
Court's authority to retain Weil, Gotshal & Manges,
LLP, as its co-counsel, nunc pro tunc to June 1, 2004.

Pursuant to a Court-approved Cross-Border Insolvency Protocol,
the business and affairs of the U.K. Debtors are managed on a
day-to-day basis by the U.K. Debtors' management and board of
directors, but overseen by joint administrators.  The Disclosure
Statement to the Debtors' Plan indicates that the Administrators
have not agreed to recommend Schemes of Arrangement and Company
Voluntary Arrangements that parallel the terms of the Plan
because the Administrators do not agree with the critical aspects
of the Plan.

PD Committee Co-Chairman Martin Dies tells Judge Lyons that the
Administrators recently commenced an action to seek direction
from the High Court of Justice in the United Kingdom to determine
whether the Administrators should proceed with the Protocol and
implement the Plan, or propose schemes of arrangement or
voluntary arrangement under the U.K. Insolvency Act.  A hearing
on the Action is scheduled on July 12, 2004 in London.

"The PD Committee has not previously appeared in the U.K.
Administration Proceedings, but it is now concerned that the
interests and potential recoveries of property damage claimants
will be severely harmed without a voice in those proceedings",
Mr. Dies says.

In light of the terms of the proposed Plan and treatment of
property damage claims, the PD Committee wants to retain Weil
Gotshal to represent the interests of property damage claimants:

   (a) with respect to the Plan and, barring a consensual
       resolution of disputes, prosecute objections to the Plan;

   (b) with respect to matters as to which the interests of the
       property damage claimants directly conflict with the
       interest of the asbestos personal injury claims; and

   (c) in the U.K. Administration Proceedings.

The PD Committee believes that Weil Gotshal is uniquely situated
to represent the property damage claimants' interests in the
Debtors' Chapter 11 cases and the U.K. Administration
Proceedings.  The firm is involved in international practice,
having a London office with substantial expertise in U.K.
administration proceedings, and a vast experience in other mass
tort Chapter 11 cases involving asbestos.

Mr. Dies assures the Court that Weil Gotshal's services will not
duplicate or overlap with those performed by the PD Committee's
other counsels -- Bilzin Sumberg Baena Price & Axelrod, LLP, or
Ferry, Joseph & Pearce, P.A.

Mr. Dies discloses that Weil Gotshal rendered limited legal
services to the Debtors prior to October 2001.  The firm was paid
less than $80,000 as retainer for the legal services and
disbursements.  Weil Gotshal, however, has ascertained that their
prior engagement with the Debtors and their retention by the PD
Committee would not be a conflict.

Martin J. Bienenstock, a member of Weil Gotshal, attests that
Weil Gotshal is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.  Neither the firm nor any of its
member, counsel, or associate holds or represents an interest
adverse to the PD Committee in the matters on which the firm is
to be retained.

Weil Gotshal will be compensated for its services at these rates:

           Professional                      Hourly Rate
           ------------                      -----------
           Partners and Counsel              $500 - 775
           Associates                         240 - 505
           Paralegals                         125 - 225

                   Debtors and Others Object

To ensure that there is neither a duplication of services by
Bilzin and Ferry nor a waste of the estate assets, the Debtors,
the Official Committee of Unsecured Creditors, the Official
Committee of Asbestos Personal Injury Claimants, and the Legal
Representative for the Future Claimants oppose Weil Gotshal's
retention.

Michael P. Migliore, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, asserts that
Weil Gotshal's services are extremely broad and includes taking
of any necessary action to protect the PD Committee's rights and
interests with respect to the confirmation of the Chapter 11 Plan
and with respect to the U.K. Administration Proceedings.

Mr. Migliore clarifies that the Committees, the Futures
Representative and the Debtors do not object to the PD
Committee's retention of U.K. counsel for purposes of
representation in the U.K. proceedings, since neither Bilzin nor
Ferry have offices in the United Kingdom.  However, the scope of
Weil Gotshal's proposed services goes far beyond representation
in the U.K. Administration Proceedings.

Thus, the Committees, the Futures Representative and the Debtors
ask the Court to limit Weil Gotshal's proposed retention to the
U.K. Proceedings and to the issues that are unique to asbestos
property damage claimants.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- 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)


FIRST CHESAPEAKE: Ends Securities Purchase Pact with All American
-----------------------------------------------------------------
On May 13, 2004, the Board of Directors of First Chesapeake
Financial Corporation (FCFK.PK) voted to unilaterally terminate
the Securities Purchase Agreement entered into between First
Chesapeake and All American Companies, Inc. (AAC), a Delaware
Corporation, on July 30, 2003.      

As part of the Securities Purchase Agreement, AAC was purchasing
10,000,000 new shares of First Chesapeake common stock. Under the
terms of the escrow arrangement entered into as part of the
Securities Purchase Agreement, a certificate for 5,400,000 shares
was to be held in escrow until AAC timely obtained the release of
certain personal guarantees and liens. The remaining 4,600,000
shares of stock was subject to shareholder approval of an increase
in the number of shares of common stock that First Chesapeake is
permitted to issue under its certificate of incorporation, an
event which never occurred. On May 13, 2004, the Board of
Directors of First Chesapeake voted to cancel the certificate for
5,400,000 shares of common stock issued to AAC ab initio and
direct the escrow agent to return the certificate to First
Chesapeake. The Board of Directors is in the process of notifying
its transfer agent to cancel the certificate.  First Chesapeake is
in the process of retaining an independent counsel to determine
what other actions need to be taken by the Company to protect the
rights of the shareholders.    

On May 13, 2004, the Board was also notified that shareholders
Mark Mendelson and Mark Glatz have declared that the Stock
Purchase Agreement that they entered into with AAC on July 30,
2003 was in default and have instructed the escrow agent to return
the shares to Mark Mendelson and Mark Glatz. Under the Stock
Purchase Agreement, an aggregate of 3,674,709 shares of First
Chesapeake stock was held in escrow until AAC timely obtained the
release of certain personal guarantees and liens. The Company has
been informed that only one payment due Mr. Mendelson and Mr.
Glatz was made after August 1, 2003.  

Once the 10,000,000 shares are cancelled and the 2,851,877 shares
are returned to Mr. Mendelson, Mr. Mendelson will own or control
40% of the issued and outstanding shares of First Chesapeake
common stock or 33.1% of the shares on a fully diluted basis. Mr.
Mendelson will be the largest single shareholder of the Company's
stock.  The Company anticipates that a group of shareholders led
by Mr. Mendelson will control more than 50% of the Company's
common stock.    

As reported in the 8-K filed with the SEC on April 28, 2004, the
Company is taking the position that the debenture issued to GL
Equities, LLC on January 9, 2004 has been satisfied, and that the
conversion rights contained therein have been extinguished.
Additionally, the Company has not yet issued 3,200,000 shares of
common stock that are to be issued to Cindy Estes upon the
approval of the Company's stockholders of an increase in the
number of authorized shares of the Company's common stock. The
Company is investigating this transaction.    

First Chesapeake Financial Corporation was incorporated in the
Commonwealth of Virginia on May 18, 1992. The Company is a
provider of financial services in the mortgage banking segment.
The Company's business strategy is to create a national retail and
wholesale mortgage banking business.

                       *   *   *

As reported in the Troubled Company Reporter's April 30, 2004
edition, First Chesapeake Financial Corporation (OTC BB: FCFKE)
disclosed that it defaulted on its Series F Senior Secured
Convertible Debenture issued to GL Equities, LLC on January 9,
2004.

First Chesapeake defaulted on the Series F Debenture by:

      (1) not making payments of interest for the Month of March
          on the Series F Debenture,

      (2) defaulting on mortgage payments for a pledged property,

      (3) not delivering stock powers to GL from All American
          Companies, Inc.,

      (4) not hiring a CFO reasonably acceptable to GL, and

      (5) not delivering stock certificates for shares of All
          American Companies, Inc. as required under an
          accompanying agreement to the Series F Debenture.

The Series F Debenture is secured by all of First Chesapeake's
tangible and intangible assets, as well as a Trust Mortgage Deed
encumbering certain real property in West Virginia owned by First
Chesapeake's subsidiary, Professional Property Developers, LC. The
Series F Debenture is also secured by 5,400,000 shares of First
Chesapeake common stock that All American Companies, Inc.
presently owns and an additional 4,600,000 shares of First
Chesapeake Common stock that it is entitled to have issued once
First Chesapeake's shareholders authorize an increase in the
number of authorized shares of common stock.

The Series F Debenture is guaranteed by All American Companies,
Inc., Collateral One Mortgage Corporation, a wholly owned
subsidiary of First Chesapeake, Professional Property Developers,
LC, a wholly owned subsidiary of First Chesapeake, Kautilya
Sharma, a/k/a Tony Sharma, the Chairman and CEO of First
Chesapeake, together with his wife Sheenoo Sharma.


FIRST UNION NATIONAL: Fitch Affirms 6 Class Ratings At Low-Bs
-------------------------------------------------------------
Fitch Ratings affirms First Union National Bank Commercial
Mortgage Trust's commercial mortgage pass-through certificates,
series 2001-C3, as follows:

               --$22.2 million class A-1 'AAA';
               --$139.9 million class A-2 'AAA';
               --$435.5 million class A-3 'AAA';
               --Interest-only class IO-I 'AAA';
               --Interest-only class IO-II 'AAA';
               --$33.8 million class B 'AA';
               --$12.3 million class C 'AA-';
               --$23.5 million class D 'A';
               --$11.3 million class E 'A-';
               --$12.3 million class F 'BBB+';
               --$12.3 million class G 'BBB';
               --$12.3 million class H 'BBB-';
               --$18.4 million class J 'BB+';
               --$14.3 million class K 'BB';
               --$6.1 million class L 'BB-';
               --$4.1 million class M 'B+';
               --$6.1 million class N 'B';
               --$4.1 million class O 'B-'.

Fitch does not rate the $22.5 million class P certificates.

The affirmations reflect the consistent loan performance and
minimal paydowns of the pool since issuance.

As of the June 2004 distribution date, the pool's aggregate
certificate balance has decreased 3.40% to $791.0 million from
$818.8 million at issuance.

Currently, six loans (5.93%) are in special servicing, including
the third largest loan in the transaction (4.2%). The loan is
collateralized by a multifamily property in Malvern, PA. The loan
transferred to the special servicer due to imminent default.

The delinquent and specially serviced loan (0.2%) is 90 days
delinquent and is secured by a manufactured housing community in
Conover, NC. The borrower has been attempting to sell the
property. Fitch anticipates a loss will be realized at the time of
the disposition from the trust.

Wachovia Securities, the master servicer, collected year-end (YE)
2003 financials for 76% of the pool's balance. Based on the
information provided the resulting YE 2003 weighted average debt
service coverage ratio is 1.37 times (x) compared with 1.43x as of
YE 2002 for the same loans.


FLEMING COMPANIES: Creditors Vote to Accept Third Amended Plan
--------------------------------------------------------------
On the Fleming Companies, Inc. Debtors' behalf, Stephenie
Kjontvedt, an employee of The BMC Group Inc., formerly known as
Bankruptcy Management Corporation, in El Segundo, California,
presents the results of the tabulation of votes for and against
the Third Amended Plan:

                    Accept                         Reject
           --------------------------   --------------------------
Impaired   Votes                        Votes
Class      Counted             Amount   Counted             Amount
--------   -------        -----------   -------        -----------
  1B          17         $785,285.73         3        $119,174.39
           85.00%              86.82%    15.00%             13.18%

  3B          28      $81,970,972.00         0              $0.00
           00.00%             100.00%     0.00%              0.00%

  3C         365      $23,523,531.52         0              $0.00
           00.00%             100.00%     0.00%              0.00%

  5          157      $68,555,987.00         6        $652,911.00
(High      96.32%              99.06%     3.68%              0.94%
Amount)

  5          157      $36,788,858.00         6        $441,610.00
(Low       96.32%              98.81%     3.68%              1.19%
Amount)

  6A       1,319   $1,077,697,406.87       126    $124,637,347.98
           91.28%              89.63%     8.72%             10.37%

  6B         947     $447,773,000.00        23      $3,398,000.00
           97.63%              99.25%     2.37%              0.75%

  7        1,167       $1,933,628.70       121        $255,063.18
           90.61%              88.35%     9.39%             11.69%

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


GENERAL ELECTRIC: Fitch Affirms Low-B Ratings on 6 2002-1 Classes
-----------------------------------------------------------------
Fitch Ratings affirms General Electric Capital Commercial Mortgage
Corp., series 2002-1, as follows:

               --$52.7 million class A-1 at 'AAA';
               --$158 million class A-2 at 'AAA';
               --$595.2 million class A-3 at 'AAA';
               --Interest-only class X-1 at 'AAA';
               --Interest-only class X-2 at 'AAA';
               --$36.3 million class B at 'AA';
               --$22 million class C at 'A+';
               --$16.9 million class D at 'A';
               --$10.4 million class E at 'A-'
               --$13 million class F at 'BBB+';
               --$18.2 million class G at 'BBB';
               --$10.4 million class H at 'BBB-';
               --$18.2 million class J at 'BB+';
               --$16.9 million class K at 'BB';
               --$6.5 million class L at 'BB-';
               --$7.8 million class M at 'B+';
               --$10.4 million class N at 'B';
               --$5.2 million class O at 'B-'.
          
Fitch does not rate the 15.6 million class P 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 2.40%
to $1.01 billion from $1.04 billion. To date, there have been no
loan payoffs or losses.

Fitch reviewed the one credit assessed loan in the pool, 15555
Lundy Parkway (5.31%). The loan maintains an investment-grade
credit assessment.

This loan is secured by a 453,281 square feet office property
located in Dearborn, MI. Ford Motor Company continues to lease the
entire building on an absolute net bondable lease coterminous with
the 15-year fully amortizing loan term. Ford Motor Company
continues to be rated 'BBB+' by Fitch with a Stable Rating
Outlook.

GEMSA Loan Services, the master servicer, collected year-end (YE)
2003 financials for 100% of the pool balance. Based on the
information provided, the resulting YE 2003 weighted average debt
service coverage ration has decreased to 1.62 times (x), compared
with 1.22x at issuance for the same loans.


HOLLINGER INC: Provides Status Update on Financial Statements
-------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) provides the following
update in accordance with the guidelines pursuant to which the
June 1, 2004 management and insider cease trade order was issued.
These guidelines contemplate that Hollinger will normally provide
bi-weekly updates on its affairs until such time as it is current
with its filing obligations under applicable Canadian securities
laws.

Hollinger continues to devote resources to the completion and
filing of its financial statements as soon as practicable. Despite
its requests, Hollinger has not, to date, received access to the
financial records and management personnel of Hollinger
International Inc. and the working papers of Hollinger
International's auditors in order to allow for the preparation
and, where required, audit of Hollinger's financial statements. As
a result, the Litigation Committee of the board of directors of
Hollinger has authorized the commencement of legal proceedings to
compel such access.

As a result of Hollinger's inability to obtain the above-noted
access, Hollinger is currently not in a position to release
alternative financial statements as previously indicated. However,
Hollinger intends to provide in its bi-weekly updates certain
financial information such as its cash on hand and the current
market value of its direct and indirect holdings in Hollinger
International.

As of the close of business on July 14, 2004, Hollinger had
approximately US$18 million of cash or cash equivalents on hand
and owned, directly or indirectly, 792,560 shares of Class A
Common Stock and 14,990,000 shares of Class B Common Stock of
Hollinger International. Based on the July 13, 2004 closing price
of the shares of Class A Common Stock of Hollinger International
on the New York Stock Exchange of US$16.10, the market value of
Hollinger's direct and indirect holdings in Hollinger
International was US$254,099,216. All of Hollinger's direct and
indirect holdings in Hollinger International are pledged as
security in connection with Hollinger's senior secured notes due
2011.

As previously announced, as a result of the delay in the filing of
the 2003 Form 20-F with the United States Securities and Exchange
Commission by June 30, 2004 resulting from the continuing lack of
co-operation from Hollinger International, Hollinger is not in
compliance with its obligations to deliver to relevant parties its
filings under the indenture governing the Notes. US$78 million
principal amount of Notes are outstanding under the indenture. The
delay does not result in an automatic event of default or
acceleration of the Notes. If the trustee under the indenture
governing the Notes or the holders of at least 25 percent of the
outstanding principal amount of the Notes provide notice of such
non-compliance to Hollinger, and Hollinger fails to file and
deliver the 2003 Form 20-F within 30 days after such notice is
provided, the trustee under the indenture or such holders will
then have the right to accelerate the maturity of the Notes.
Hollinger received a Non-Compliance Notice from the trustee on
July 8, 2004. Hollinger is not aware of any holder, or group of
related holders or parties, that holds at least 25 percent of the
outstanding principal amount of the Notes.

If an acceleration of the Notes were to occur, Hollinger may be
unable to meet its payment obligations in connection therewith. In
such case, Hollinger would seek alternative financing sources in
an effort to satisfy such obligations. At present, Hollinger does
not have any binding agreements or understandings in place with
respect to any such financing.

Hollinger's principal asset is its approximately 68.0% voting and  
18.2% equity interest in Hollinger International Inc. Hollinger  
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain and  
Israel. Its assets include The Daily Telegraph, The Sunday  
Telegraph and The Spectator and Apollo magazines in Great Britain,  
the Chicago Sun-Times and a large number of community newspapers  
in the Chicago area, The Jerusalem Post and The International  
Jerusalem Post in Israel, a portfolio of new media investments and  
a variety of other assets.

                         *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) did not
make the interest payment due March 1, 2004, on its outstanding
US$120 million aggregate principal amount of 11.875% senior
secured notes due 2011. The non-payment of interest does not
constitute an event of default under the indenture governing the
Senior Secured Notes unless such non-payment continues for a
period of 30 days from the date such interest is due. Hollinger,
together with its advisors, are continuing to actively examine
Hollinger's available options in order to satisfy its obligations
under the Senior Secured Note indenture in a timely manner.


IGAMES ENTERTAINMENT: Stockholders' Deficit Tops $1.3M at March 31
------------------------------------------------------------------
iGames Entertainment Inc. (OTC Bulletin Board: IGME) achieved
significant revenue growth for the year ended March 31, 2004 and
has filed its Annual Report on Form 10-K for the fiscal year ended
March 31, 2004.

For the fiscal year ended March 31, 2004, iGames reported revenues
of $6,980,574, up $3,769,318, or 117%, from the prior year, due to
the addition of new contract revenue, incremental increases in
volume from existing customers, and the January 6, 2004
acquisition of Available Money, Inc. The new customer and
Available Money, Inc. acquisition will not be fully reflected in
results until fiscal 2005. iGames reported a net loss for the year
of $6,634,586, compared to net income of $451,036 for the prior
year, primarily as the result of non-cash compensation expenses,
the write-off of obsolete inventory and impairment of intangible
assets related to the termination of iGames' business activities
not related to the cash access business of its Money Centers of
America subsidiary, and transactional expenses related to the
Money Centers and Available Money acquisitions and the terminated
acquisition of Chex Services, Inc.

"We are very pleased with our results and look forward to
continued growth as we are committed to completing our plans to
restructure the business to focus on our cash services business
and to integrate the Available Money portfolio into our core
operations," said Christopher Wolfington, Chairman and CEO of
iGames Entertainment. "Our results support our business plan of
securing profitable customer accounts while developing new product
offerings that will position us as an industry leader," stated Mr.
Wolfington.

In its Form 10-K for the fiscal year ended March 31, 2004, iGames
Entertainment, Inc. further reports:

"Due to our accumulated deficit of $10,224,394 as of March 31,
2004, our net losses and cash used in operations of $6,634,586 and
$158,948, respectively, for the year ended March 31, 2004, our
independent auditors have raised substantial doubt about our
ability to continue as a going concern. While we believe that our
present plan of operations will be profitable and will generate
positive cash flow, there is no assurance that we will generate
net income or positive cash flow in fiscal year 2005 or at any
time in the future."

At March 31, 2004, iGames Entertainment's balance sheet shows a
stockholders' deficit of $1,296,602.

                  About iGames Entertainment

iGames Entertainment, Inc. provides cash access and financial
management systems for the gaming industry, focusing on specialty
transactions in the cash access segment of the funds transfer
industry through its Money Centers of America, Inc. and Available
Money, Inc. subsidiaries. For a complete corporate profile on
iGames Entertainment, Inc., please visit iGames' corporate website
at http://www.igamesentertainment.co/


INT'L BIOCHEMICAL: Herbert C. Broadfoot Named Chapter 11 Trustee
----------------------------------------------------------------
The Honorable Judge Joyce Bihary approved the United States
Trustee for Region 21's application to appoint a chapter 11
trustee in International Biochemical Industries, Inc.'s case.

The U.S. Trustee has selected Herbert C. Broadfoot as the person
to serve as the chapter 11 trustee in the Debtor's restructuring.

Mr. Bradfoot can be reached:

         2400 International Tower
         229 Peachtree Street
         Atlanta, Georgia 30303.
         Telephone (404) 588-0500

Prior to making the appointment, the U.S. Trustee reports that she
consulted with counsel to the core parties-in-interest.

The U.S. Trustee argued that a chapter 11 trustee is necessary in
International Biochemical's case because there are presently no
officers or directors in charge of the company.  Additionally, no
one expressed opposition to the appointment.

Headquartered in Atlanta, Georgia, International BioChemical
Industries, Inc. -- http://www.bioshield.com/-- is a maker of  
concentrated antiviral and antimicrobial products.  The Company
filed for chapter 11 protection on April 5, 2004 (Bankr. N.D. Ga.
Case No. 04-92814).  Jesse Blanco, Jr., Esq., represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $114,500 in assets and
$18,465,934 in debts.


INTERNATIONAL STEEL: Taps Hudson Global Resources as IT Vendor
--------------------------------------------------------------
Global staffing and solutions firm Hudson Global Resources
announces a multi-million dollar outsourcing deal with
International Steel Group (ISG), the largest steel producer in
North America, in support of its recent acquisition of Weirton
Steel. Hudson's IT Solutions team will provide Information
Technology outsourcing which will include infrastructure support
and application maintenance and support.

Hudson has worked closely with ISG since its launch in 2002 to
design, plan and implement a portion of ISG's enterprise
infrastructure and application architecture. ISG relies on Hudson
to handle its day-to-day systems integration work and ERP
implementations. The request from ISG to assist with the
assimilation of Weirton expands Hudson's scope as its IT vendor.

Hudson's expertise within the steel industry, their handling of
other ISG projects, and expected synergies with other ISG
facilities are some of the reasons Hudson was selected for this
assignment, according to ISG. "This win is a true testament to the
trusted relationship we have built with ISG, " said Kevin Knaul,
executive vice president, Hudson IT & Telecommunications, North
America. "Hudson is committed to working with ISG on solutions
that provide cost savings while maintaining their competitive
position and ultimately furthering their position in the
marketplace."

Hudson's IT Solutions team provides a comprehensive suite of
technology services including infrastructure consulting,
application consulting, IT outsourcing and life cycle solutions.

                       About Hudson

Hudson delivers specialized professional staffing, outsourcing and
human capital solutions worldwide. From single placements to total
solutions, the firm assesses, recruits and develops talent to meet
the specific business needs of each client. Global practice areas
include Accounting & Finance; Engineering, Operations &
Scientific; Healthcare; Human Resources; IT & Telecommunications;
Legal; and Sales & Marketing.

Hudson is a division of Hudson Highland Group, Inc. (Nasdaq: HHGP)
one of the world's leading professional staffing, retained
executive search and human capital solution providers. More
information is available at Hudson.com.

              About International Steel Group Inc.

International Steel Group Inc. is the largest integrated steel
producer in North America, based on steelmaking capacity.  The
Company has the capacity to cast approximately 21 million tons of
steel products annually.  It ships a variety of steel products
from 12 major steel producing and finishing facilities in seven
states, including hot-rolled, cold-rolled and coated sheets, tin
mill products, carbon and alloy plates, rail products and semi-
finished shapes serving the automotive, construction, pipe and
tube, appliance, container and machinery markets.  For additional
information on ISG, visit http://www.intlsteel.com/

                      *   *   *

As reported in the Troubled Company Reporter's April 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating to Richfield, Ohio-based steel manufacturer International
Steel Group Inc.'s (ISG) proposed $600 million senior unsecured
notes due 2014. Standard & Poor's at the same time affirmed its
'BB' corporate credit rating and 'BB+' senior secured bank loan
rating on the company. The outlook is positive.

The ratings on ISG reflect its leading market position in the
highly cyclical and competitive North American steel industry, its
competitive cost position, and moderate financial policies. ISG
was formed through the acquisitions of bankrupt steel companies
LTV, Acme, and Bethlehem Steel. Unlike some other unionized steel
producers, ISG does not have burdensome legacy costs, or the high
number of employees it had before these acquisitions. ISG is
expected to fully realize its estimated annual cost savings of
$250 million in 2004, because it has reduced headcount at
Bethlehem by 3,100. These combined savings provide a meaningful
cost advantage compared with competing unionized steel companies
in the U.S. that are facing rising labor and legacy costs. ISG's
management uses a mini-mill strategy, such as establishing
flexible work rules and profit sharing. ISG plans to implement a
similar strategy with Weirton, and already has an agreement for a
new contract with Weirton's unions similar to its existing
contracts, including reducing labor by about one-third, and
establishing more flexible work rules and benefits. Nevertheless,
although some of its costs have become more variable, this remains
a business with a high degree of operating leverage, and requires
the company to operate at high levels of capacity utilization to
remain profitable.


LAIDLAW INTERNATIONAL: Releases Third Quarter Fiscal 2004 Results
-----------------------------------------------------------------
Laidlaw International, Inc., announced financial results for its  
third quarter of fiscal 2004 ended May 31, 2004.  As previously  
reported, the company emerged from bankruptcy protection in June  
2003.  Accordingly, the results of the third quarter of 2004  
presented in this news release are for the reorganized company.  
All results for the third quarter ended May 31, 2003 are for  
Laidlaw Inc., the predecessor company.  Because of the company's  
reorganization, comparisons to the prior year may not be  
meaningful.

For the third quarter of fiscal 2004, revenue of $1,239.6 million
was up $36.8 million or 3.1% from $1,202.8 million for the prior
year period largely due to revenue growth from Laidlaw
International's healthcare companies.  Net income for the third  
quarter of 2004 was $34.6 million compared to $62.2 million for  
the prior year quarter.  In the prior year period of the
predecessor company, interest expense was not recorded for those  
liabilities subject to compromise.

Operating income for the third quarter of 2004 was $89.5 million,
as compared to operating income of $73.7 million for the prior
year quarter principally reflecting improved performance of the
company's Greyhound Lines subsidiary.

Third quarter EBITDA (earnings before interest; income taxes;
depreciation; amortization; other expenses, net and cumulative
effect of change in accounting principle) was $164.2 million as
compared to an EBITDA of $150.9 million in the third quarter of
2003, an expansion in margin to 13.2% from 12.5% of revenue.  
Laidlaw International presents EBITDA, a non-GAAP measure, as a
supplemental disclosure to the financial results provided in this
news release.  EBITDA is commonly used as a measure to evaluate a
company's ability to service or incur debt. A schedule reconciling
EBITDA to net cash from operating activities is provided as a
supplement to this release.  Net cash from operating activities
for the third quarter of fiscal 2004 was $186.6 million as
compared to net cash provided by operating activities of $199.7
million for the prior year period.

"This was a satisfactory quarter," said Kevin Benson, President
and Chief Executive Officer of Laidlaw International, Inc.  "Our
school bus operations performed well as did Greyhound and AMR,
where we continued to work on improving margins through lower
overheads and better equipment utilization."

Mr. Benson added, "Our longer term operational plans are now well
advanced and share the common objective of improving performance
and demonstrating shareholder value.  Our recent announcement of
Greyhound's network simplification in the northwest United States
is the first of many operational improvements initiated by these
plans."

As of May 31, 2004, the company had unrestricted cash and cash
equivalents of $161.3 million and debt outstanding of
$1,159.3 million.

For the nine months ended May 31, 2004, Laidlaw International
reported consolidated revenue of $3,612.4 million, EBITDA of
$429.5 million and net cash from operating activities of $281.2
million.  Year to date net capital expenditures totaled
$150.8 million.  The company now expects full year fiscal 2004
revenue to be 3 to 4% higher than revenue in fiscal 2003 and full  
year fiscal 2004 EBITDA to be 7 to 8% higher than EBITDA in  
fiscal 2003.  Net capital expenditures are expected to be  
approximately $250 million.

Earlier this week, the company's subsidiary, Greyhound Lines,
Inc., entered into an amendment to its $125 million revolving
credit facility extending the maturity date through October 24,
2006, with an option to extend the term for an additional year
subject to certain terms and conditions.  The amendment resets the
financial covenants and modifies the interest rate incurred on the
borrowings and letter of credit fees.

Laidlaw International also announced that, due to lack of trading
activity in Toronto, it is filing an application with the Toronto
Stock Exchange to delist the company's common stock traded under
the symbol: BUS.  The company's common stock will continue to be
listed on the New York Stock Exchange, symbol: LI. The actual
delisting is expected to occur by July 16, 2004.

The company will hold a conference call hosted by senior
management to discuss the financial results on Friday, July 9,  
2004 at 10:00 a.m. (eastern daylight-savings time).  A Web cast  
of the conference call will be accessible at Laidlaw  
International's Web site http://www.laidlaw.com/

     To participate in the call, please dial:

                    877-691-0879 - (US and Canada)
                    973-582-2745 - (International)

A replay will be available immediately after the conference call
through August 9, 2004.  To access the replay, dial 877-519-
4471 (U.S and Canada) or 973-341-3080 (International); access  
code: 4866275.  Additionally, the Web cast will be archived on  
the company's Web site for approximately one month. (Laidlaw
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


LIBERTY MEDIA: Hosting Q2 2004 Earnings Webcast on August 9
-----------------------------------------------------------
Liberty Media Corporation (NYSE: L; LMCB) will release Second
Quarter 2004 Earnings on Monday, August 9, 2004. Robert Bennett,
Liberty Media's President and CEO, will host the call, which will
begin at 1:30 p.m.(ET).

Please call Premiere Conferencing at (719) 457-2638 at least 10
minutes prior to the call so that we can begin promptly at the
start time. You will need to be on a touch-tone telephone to ask
questions. The conference administrator will give you instructions
on how to use the polling feature. Questions will be registered
automatically and queued in the proper sequence.

Replays of the conference call can be accessed from 6:30 p.m. (ET)
on August 9, 2004 through 12:00 a.m. (ET) August 16, 2004, by
dialing (719) 457-0820 plus the pass code 269795#.

In addition, the Second Quarter Earnings conference call will be
broadcast live via the Internet. All interested persons should
visit the Liberty Media web site at

   http://www.libertymedia.com/investor_relations/default.htm

to register for the web cast. Links to the press release and
replays of the call will also be available on the Liberty Media
web site. The conference call and related materials will be
archived on the web site for one year.

Liberty Media Corporation (NYSE: L, LMC.B) is a holding company  
owning interests in a broad range of electronic retailing, media,  
communications and entertainment businesses classified in four  
groups; Interactive, Networks, Tech/Ventures and Corporate.   
Liberty Media's businesses include some of the world's most  
recognized and respected brands, including QVC, Encore, STARZ!,  
Discovery, IAC/InterActiveCorp, and The News Corporation Limited.

                      *     *     *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Liberty Media Corporation's auditors, KPMG PLC, of
London, England, on May 26, 2003, issued a "going concern" notice
in its Auditors Report of that date.  KPMG cited recurring losses,
a net shareholders deficit and financial restructuring as
contributing causes.


MEDXLINK CORP: Agrees to Acquire Particle Drilling Technologies
---------------------------------------------------------------
Particle Drilling Technologies, Inc., a developer of a patented
particle impact drilling technology for use in oil and gas
exploration, and MedXLink Corp., (OTC Bulletin Board: MXLK), have
signed a definitive agreement pursuant to which MedXLink will
acquire PDTI in a stock-for-stock transaction. After completion of
the merger, the combined company will be named Particle Drilling
Technologies, Inc. and have approximately 22 million fully diluted
shares outstanding.

Prentis B. Tomlinson, a founder of TGS Nopec, Inc. and a 30 year
oil and gas veteran who now serves as the Chairman and Chief
Executive Officer of PDTI stated: "This merger is the next step in
progressing the Particle Drilling business plan as we are now
focused on final testing and commercialization of our technology.
The Particle Drilling technology has the potential to reduce the
cost of drilling for oil and gas with worldwide applications by
decreasing the cost and time required to drill through hard rock
and other difficult to drill formations."

PDTI's patented Particle Impact Drilling system utilizes a
specially designed drill bit fitted with jetting nozzles that
serve to accelerate spherical steel particles entrained with
ordinary drilling mud into the path of the drill bit. The system
is operated using hydraulic energy that is readily available on
drilling rigs typically used today. Each particle is driven into
the rock formation at a high velocity and through momentum change,
delivers forces many times greater than the compressional strength
of the rock, even in formations that exist in the subsurface at
elevated hardness and stress. The number of steel shot strikes on
the formation varies with the amount of shot entrained into the
mud system. The Particle Impact Drilling system is expected to
entrain, circulate, and recover steel shot in the mud system
without allowing the shot to circulate through a rig's pumps and
surface equipment. The system is designed as a mobile service that
is expected to be provided to the oil and gas operator as part of
the normal drilling process and is expected to be relatively
transparent to the rig operation. The system is expected to result
in increased bit life, longer footage runs and much higher rates
of penetration (up to 270% faster on one internal test of the
technology) thereby significantly reducing drilling costs and
improving overall economics in the oil and gas drilling industry.
PDTI believes its Particle Impact Drilling system has broad market
application that will significantly reduce drilling costs in the
worldwide drilling market.

Pursuant to the Agreement and Plan of Reorganization, the officers
and directors of PDTI will become the officers and directors of
MedXLink upon consummation of the merger. A brief biography of
PDTI's senior management and its Board of Directors is summarized
below.

                        Officers & Directors

               Prentis B. Tomlinson, Jr., President,
                  CEO and Chairman of the Board

Mr. Tomlinson has over 30 years of experience in the energy
industry, and is a second-generation oil and gas man who traces
his roots back to Tomlinson Geophysical Service, founded in 1937
by P. B. Tomlinson, Sr. Mr. Tomlinson has founded a number of
companies in the energy sector, including exploration and
production companies, a crude trading company and another oilfield
service company, TGS Geophysical, Inc., which merged with Nopec in
1997 to form TGS Nopec -- http://www.tgsnopec.com/-- (OSE: TGS).  
Mr. Tomlinson received a B.S. and M.S. in Geology from Louisiana
Polytechnic Institute, a MTS and MA in Religious Studies from
Harvard University, and he is currently a candidate for a PhD in
Religious Studies from Harvard University.

   J. Chris Boswell, Senior Vice President, CFO and Director

Mr. Boswell has over 19 years of experience in financial
management focused in the energy industry and began his career at
Arthur Anderson & Co. and later served in management positions
with Price Waterhouse in Houston, Texas. He served as Senior Vice
President and Chief Financial Officer of Petroleum Geo-Services
ASA from December 1995 until October 2002. PGS grew from a small
enterprise in 1994 when Mr. Boswell joined the company to a $1
billion annual revenue enterprise with a peak enterprise value of
$6 billion. Subsequent to Mr. Boswell's departure and following a
change of control within PGS, the new management of PGS filed for
bankruptcy protection in July 2003 in order to restructure PGS's
debt portfolio. The restructuring was successfully completed and
PGS emerged from bankruptcy in October 2003. In all, during his
tenure as CFO at PGS, Mr. Boswell was responsible for financing
over $3 billion of capital expenditures. Additionally during 1995,
Mr. Boswell and other senior executives at PGS developed the
concept to create a unique oil and gas company using a non-
exclusive license in PGS' seismic data library as seed capital.
This company became Spinnaker Exploration Company and now has a
market capitalization in excess of $800 million. Mr. Boswell is a
1984 graduate of the University of Texas at Austin.

            Thomas E. Hardisty, Senior Vice President,
               Corporate Development and Director

Mr. Hardisty has over 19 years experience in the oil and gas
industry and primarily has been responsible for managing the
process of assembling acreage positions over drilling plays,
negotiating exploration and production agreements and land
contracts and for corporate development. Mr. Hardisty has held
several management positions with E&P companies including
PetroCorp Incorporated and Roger A. Soape Inc. and most recently
in senior management positions with Benz Energy Inc. and Shoreline
Partners LLC. Mr. Hardisty graduated from the University of Texas
at Austin in 1984 with a B.B.A. in Petroleum Land Management and
is a member of the American Association of Drilling Engineers, the
American Association of Professional Landmen and the Houston
Association of Professional Landmen and is former Director and
past Chairman of the Ethics Committee and past Chairman of
Membership of HAPL.

          Gordon Tibbitts, Vice President of Technology

Mr. Tibbitts has over 30 years of experience in the upstream oil
and gas industry and has 17 years of experience in engineering,
research, and development management. Mr. Tibbitts is former
Director of Research and Development for Hughes Christensen
Company, one of the largest makers of oil and gas drilling bits.
At Hughes Christensen, Mr. Tibbitts was responsible for managing
and directing world-wide research, development, and technical
support through research groups in Houston, Salt Lake City and
Tulsa. He directed and managed the building of a world-class
drilling research laboratory in Houston and a drilling operation
in Oklahoma dedicated to field- testing and development of
downhole tools. Mr. Tibbitts holds over 70 patents related to
drilling, coring, and diamond cutting tools. His work has been
published by the Society of Petroleum Engineers, International
Association of Drilling Contractors, Society of Core Analysts, and
the Journal of Petroleum Technology. He graduated from the
University of Utah with a Bachelors degree in Mechanical
Engineering.

         Ken R. LeSuer, Vice Chairman & Independent Director

Ken R. LeSuer retired in 1999 as Vice Chairman of Halliburton
Company. Prior to becoming the Vice Chairman, Mr. LeSuer served as
both the President and CEO of Halliburton Energy Services and as
President and Chairman of Halliburton Energy Group. He also served
as President and CEO of three Halliburton units during his tenure.
Mr. LeSuer began his career with Halliburton as an engineer-in-
training in 1959. From 1965 through 1982, he served in managerial
positions in Asia Pacific and Europe/Africa and was serving as
vice president of Europe/Africa before returning to Duncan,
Oklahoma to assume the position of vice president of International
Operations in 1982.

Mr. LeSuer was a member of the Texas A&M University Petroleum
Engineering Industry Board, as well as the TAMU Dwight Look
College of Engineering External Advisory and Development Council.
He has served as Vice President Services Division of the
International Association of Drilling Contractors, and is a member
of numerous petroleum and geological engineering societies,
including Society of Petroleum Engineers, the American Petroleum
Institute, the National Ocean Industries Association, and the
Petroleum Equipment Suppliers Association. Mr. LeSuer received his
bachelor's degree in petroleum engineering from Texas A&M
University in 1959.

            John D. Schiller, Jr., Independent Director

Mr. Schiller recently resigned from Devon Energy where he was Vice
President, Exploration & Production with responsibility for
Devon's Domestic & International activities. Before joining Devon
Energy he was Executive Vice President, Exploration & Production
for Ocean Energy, Inc. He was responsible for Oceans' worldwide
exploration, production and drilling activities.

Mr. Schiller joined Ocean Energy from Seagull Energy, where he
served as Senior Vice President of Operations before the two
companies merged in March of 1999. He joined Seagull Energy from
Burlington Resources, where he served in a variety of operational
and management positions over a period of 14 years, including
Production and Engineering Manager for the Gulf Coast Division.
Prior to this assignment, he managed the corporate acquisition
group for Burlington Resources.

Mr. Schiller graduated with honors from Texas A&M University with
a Bachelor of Science in Petroleum Engineering and now serves as
Chairman of the Texas A&M Petroleum Engineering Advisory Board. He
is a member of the Society of Petroleum Engineers, American
Petroleum Institute, American Association of Drilling Engineers
and Houston Producers Forum.

            Michael S. Mathews, Independent Director

Michael Mathews is managing director of Westgate Capital Co., a
firm he founded in 1993 to identify and structure investment
opportunities on behalf of private investors. Mr. Mathews served
on the Board of Petroleum Geo- Services (PGS) from 1993 until
September 2002. From 1998 to 2002, he served as Vice Chairman of
PGS and held the position as Chairman of the Compensation
Committee and was a member of the Audit Committee. From 1989 to
1992, Mr. Mathews served as managing director of Bradford Ventures
Ltd., a private investment firm involved in equity investments,
including acquisitions. Prior to 1989, he was president of DNC
Capital Corporation and senior vice president and director of its
parent, DNC America Banking Corp., the US subsidiary of Den Norske
Credit Bank Group, where he directed merchant banking and
investment activity in North America and founded and acted as
senior advisor to Nordic Investors Limited, N.V., a private
venture capital fund. Previously, Mr. Mathews was a Vice President
in Corporate Finance at Smith Barney and prior to that he was an
associate with the New York law firm of White & Case. Mr. Mathews
received an A.B. from Princeton University in 1962 and received a
J.D. from the University of Michigan Law School in 1965.

              Hugh A. Menown, Independent Director

Mr. Menown has over 23 years experience in mergers & acquisitions,
auditing and managerial finance. Mr. Menown has worked with Quanta
Services, Inc. as a consultant or employee in various capacities
since July 1999. Mr. Menown performed due diligence on a number of
Quanta's acquisitions and has served as Chief Financial Officer
for two of their operating companies, most recently North Houston
Pole Line, L.P. located in Houston, Texas. Prior to working with
Quanta, Mr. Menown was a Partner in the Houston office of
PricewaterhouseCoopers, LLP where he led the Transaction Services
Practice providing due diligence, mergers & acquisition advisory
and strategic consulting to numerous clients in various
industries. Mr. Menown also worked in the Business Assurance
Practice providing audit and related services to clients. Mr.
Menown is a Certified Public Accountant.

                     John Pimentel, Director

From 1993 to 1996, Mr. Pimentel served as Deputy Secretary for
Transportation for the State of California where he oversaw a $4.5
billion budget and 28,000 employees including the Department of
Transportation, the California Highway Patrol, and parts of the
Department of Motor Vehicles. From 1998 to 2002, he worked with
Bain & Company in the firm's Private Equity Group, and Bain's
general consulting practice. Since 2002, Mr. Pimentel has been a
Director with Cagan McAfee Capital Partners where he is
responsible for business development, investment structuring, and
portfolio company management. Mr. Pimentel has an MBA from Harvard
Business School, and a BA from University of California at
Berkeley.

           About Particle Drilling Technologies, Inc.

PDTI is a development stage oilfield service and technology
company owning certain patents and pending patents related to the
Particle Impact Drilling technology. The company's technology is
expected to significantly enhance the rate-of-penetration function
in the drilling process, particularly in hard rock drilling
environments. PDTI intends to develop and exploit this technology
by commercializing the Particle Impact Drilling system and through
a unique contracting strategy. PDTI is headquartered in Houston,
Texas.

                       About MedXLink

MedXLink, Corp., was organized in May 1983 in the State of New
York under the name "National Thoroughbred Corporation."
Subsequently, the name was changed to "NTC Holdings, Inc.".
Although originally formed to engage in purchasing, breeding and
selling Thoroughbred horses, the company's management anticipates
merging with an as yet unidentified on-going business in the
future.

At March 31, 2004, MedXLink Corp.'s balance sheet a stockholders'
deficit of $132,591 compared to a deficit of $122,506 at September
30, 2003.


MET-COIL SYSTEMS: Court Sets July 21 as Plan Voting Deadline
------------------------------------------------------------
On June 22, 2004, Met-Coil Systems Corporation and its debtor-
affiliates filed their Fourth Amended Plan of Reorganization with
the U.S. Bankruptcy Court for the District of Delaware.          

July 21, 2004 at 4:00 p.m. is the deadline for creditors to cast
their Ballots accepting or rejecting the plan.  

Judge Walrath directs that objections to confirmation of the
Fourth Amended Plan, if any, must be filed by July 21, 2004 at
4:00 p.m. and copies must be served on:

            Goldberg Kohn Bell Black Rosenbloom & Moritz
            55 East Monroe Street, Suite 3700
            Chicago, Illinois 60603
            Attn: Ronald Barliant, Esq.

            Morris, Nichols, Arsht & Tunnel
            120 North Market Street
            P.O. Box 1347
            Wilmington, Delaware 19899-1347
            Attn: Eric D. Schwartz, Esq.

            Greenberg Traurig LLP
            77 West Wacker Drive, Suite 2500
            Chicago, Illinois 60601
            Attn: Nancy A. Peterman

            Greenberg Traurig
            The Brandywine Building
            1000 West Street, Suite 1540
            Wilmington, Delaware 19801
            Attn: Scott D. Cousins, Esq.

            Klehr, Harrison, Harvey, Branzburg & Ellers
            222 Delaware Avenue, Suite 1000
            Wilmington, Delaware 19801
            Attn: Richard Beck, Esq.

            Young Conaway Stargatt & Taylor, LLP
            The Brandywine Building
            1000 West Street 17th Floor
            Wilmington, Delaware 19801
            Attn: James L. Patton, Jr., Esq.

            Office of the U.S. Trustee              
            District of Delaware
            844 North King Street, Room 2311
            Lockbox 35
            Wilmington, Delaware 19801
            Attn: Margaret Harrison, Esq.

Copies of the Plan, Disclosure Statement and  Solicitation
Procedures are available at http://bmccorp.net/metcoil/

Met-Coil Systems Corporation manufactures coil sheet metal
processing equipment and integrated systems for producing blanks
from sheet metal coils. The company filed for chapter 11
protection (Bankr. Del. Case No.: 03-12676) on August 26, 2003.  
James C. Carignan, Esq. and Jason W. Harbour, Esq. of Morris
Nichols Arsht & Tunnell represent the debtor.    


METALLURG INC: Misses $5.5 Million Senior Note Interest Payment
---------------------------------------------------------------
On June 1, 2004, Metallurg, Inc., did not make the $5.5 million
semi-annual interest payment due on that date in respect of its
$100 million aggregate principal amount 11% Senior Notes due 2007.
Under the terms of the indenture governing the Senior Notes,
Metallurg's failure to make the interest payment may be cured
within 30 days. If such payment default is not cured within the
30-day grace period, an event of default will occur in respect of
the Senior Notes as well as under Metallurg's revolving credit
facility with Fleet National Bank.  In addition, in the event that
the maturity of the Senior Notes or the Fleet Credit Facility is
accelerated as a result of such an event of default, an event of
default will occur under the 12-3/4% Senior Discount Notes due
2008 of Metallurg Holdings, Inc., Metallurg's parent company. As
all of Metallurg's outstanding common stock has been pledged as
collateral for the Company's obligations under the Senior Discount
Notes, if Metallurg is unable to make its interest payments when
due, it could lead to a foreclosure on Metallurg's common stock.

As previously announced, Metallurg has delayed the filing of its
Quarterly Report on Form 10-Q for the period ended March 31, 2004
beyond the June 1, 2004 due date required by the indenture
governing its Senior Notes, which has resulted in a default
thereunder. If the Senior Notes indenture trustee or holders of
25% or more in aggregate principal amount of the Senior Notes
notifies Metallurg of such default and such default is not cured
within 30 days of such notice, an event of default will occur and
the Senior Notes indenture trustee or holders of at least 25% in
aggregate principal amount of the Senior Notes may accelerate the
maturity of the Senior Notes and declare the entire principal
amount of the Senior Notes, together with accrued and unpaid
interest thereon, to be due and payable immediately. Such an event
of default would also result in an event of default under the
Fleet Credit Facility and, if such debt were accelerated, an event
of default under the Senior Discount Notes.

Furthermore, as also previously announced, Metallurg had not yet
filed its 2003 Annual Report on Form 10-K with the Securities and
Exchange Commission, which has resulted in a default under the
indenture governing the Senior Notes. If the Senior Notes
indenture trustee or holders of 25% or more in aggregate principal
amount of the Senior Notes notifies Metallurg of such default and
such default is not cured within 30 days of such notice, an event
of default will occur and the Senior Notes indenture trustee or
holders of at least 25% in aggregate principal amount of the
Senior Notes may accelerate the maturity of the Senior Notes and
declare the entire principal amount of the Senior Notes, together
with accrued and unpaid interest thereon, to be due and payable
immediately. Such an event of default would also result in an
event of default under the Fleet Credit Facility and, if such debt
were accelerated, and event of default under the Senior Discount
Notes.

Separately, the Company has not yet filed its 2003 Annual Report
on Form 10-K or its Quarterly Report ended March 31, 2004 with the
SEC, each which has resulted in a default under the indenture
governing the Senior Discount Notes. If the Senior Discount Notes
indenture trustee or holders of 25% or more in aggregate principal
amount of the Senior Discount Notes notifies the Company of either
such default and such default is not cured within 30 days of such
notice, an event of default will occur and the Senior Discount
Notes indenture trustee or holders of at least 25% in aggregate
principal amount of the Senior Discount Notes may accelerate the
maturity of the Senior Discount Notes and declare the entire
principal amount of the Senior Discount Notes, together with
accrued and unpaid interest thereon, to be due and payable
immediately. Such an event of default would also result in an
event of default under the Fleet Credit Facility. In the event of
the acceleration of the Fleet Credit Facility
following such an event of default (or any other event of
default), such acceleration would result in an event of default
under the Senior Notes and the Senior Discount Notes.

Finally, as previously announced, Metallurg has retained Compass
Advisers, LLP, as financial advisors, and Paul, Weiss, Rifkind,
Wharton & Garrison, LLP, as legal counsel, to assist Metallurg in
analyzing and evaluating possible transactions for the principal
purposes of refinancing the Fleet Credit Facility (which is
scheduled to mature on October 29, 2004) and restructuring its
balance sheet. Metallurg is engaged in negotiations with potential
lenders regarding a refinancing of the Fleet Credit Facility.
Metallurg neither expresses any opinion nor gives any assurances
whatsoever regarding whether, when, or on what terms it will be
able to refinance the Fleet Credit Facility or complete any
broader restructuring of its balance sheet. Management believes
that the refinancing and restructuring of the Fleet Credit
Facility and balance sheet is essential to the long-term viability
of Metallurg. If Metallurg is not able to reach agreements that
favorably resolve the issues described, Metallurg likely will not
have adequate liquidity to enable it to make the interest payments
required with respect to its Senior Notes or to repay the Fleet
Credit Facility. In such event, Metallurg may have to resort to
certain other measures to resolve its liquidity issues, including
ultimately seeking the protection afforded under the United States
Bankruptcy Code. Furthermore, any negotiated refinancing of the
Fleet Credit Facility or negotiated restructuring of Metallurg's
balance sheet may require that Metallurg seek the protection
afforded under the reorganization provisions of the United States
Bankruptcy Code.


MIRANT: MirMA Landlords Refile Request for Plant Operating Info
---------------------------------------------------------------
Louis R. Strubeck, Jr., Esq., at Fulbright & Jaworski, LLP, in
Dallas, Texas, relates that contrary to the Court's repeated
directives, the Mirant Corp. Debtors have not cooperated with the
MirMA Landlords in timely supplying critical operating and other
information reasonably requested for the Morgantown and Dickerson
power plants.  

In hopes of breaking the logjam on outstanding information
requests, many of which have been pending since February 2004,
the MirMA Landlords proposed a simple economic approach to
satisfy most of the pending requests:

   (i) a short visit by their engineers to the plants where
       they could conduct an inspection and meet with on-site
       operational personnel who readily could provide
       explanations and access to copies of source
       documentation; and

  (ii) direct access to the Debtors' employees who could explain
       line items in spread sheets they produced regarding the
       plant's business plan and the Debtors' fuel procurement
       strategy for the plants.

According to Mr. Strubeck, the proposed approach would satisfy
most of the pending information requests.  However, the Debtors
denied the proposal.

Thus, as a last resort, the MirMA Landlords ask the Court to
compel Mirant Mid-Atlantic, LLC, to comply with its statutory and
contractual duties under Section 365 of the Bankruptcy Code, the
operative lease documents and the Court's directives by providing
certain critical financial and other operating information for
the Morgantown and Dickerson power plants, and permit
inspections.

       Debtors' Procedure for Handling Information Requests

So far as the MirMA Landlords have been able to determine, the
Debtors' procedure for handling information requests works this
way:

   1. Information requests are submitted to Alix Partners;

   2. A decision is made regarding whether the Debtors can comply
      with the information requests and the burden placed on them
      to do so.  Assuming the information is available, and the
      burden in producing it is not too great, the Debtors
      assemble the information responsive to the request.  

   3. The information is transmitted to Alix Partners for it to
      give to the requesting party.

Mr. Strubeck notes that from the early stages of these cases, the
MirMA Landlords have requested information about MirMA's
operations, with an emphasis on the operations and maintenance of
the Power Plants, and additional power plants which, although not
owned by the MirMA Landlords, are involved in the Leases.  To
pursue this information, the MirMA Landlords retained outside
consultants, including Stone & Webster, an engineering firm
specialized in the energy industry.

                            The Tours

In addition to the information made available and routinely
disseminated to other parties in these cases, the MirMA Landlords
submitted specific requests for information on the Power Plants.  
In the process of seeking the information, upon their request,
the MirMA Landlords joined a tour of the Power Plants on
February 10 and 11, 2004, with the understanding that they would
have an opportunity to meet with line managers and other on-site
personnel engaged in the day-to-day operations of the Power
Plants, since they readily could answer questions by the
engineers regarding the Power Plants' operations.

Mr. Strubeck reports that the Tours were well organized and
provided basic information on the Power Plant's operations.  
However, the Tours were not designed to provide the kind of
detailed information that engineers customarily and necessarily
need in connection with an inspection.  Moreover, while some
opportunity to speak with on-site personnel was provided, those
personnel, and the Debtors' higher-level management who directed
the Tours, deferred answering many specific questions regarding
the Power Plants' operations because the "business plan" had yet
to be released.  Thus, the MirMA Landlords were not able to
obtain answers to more specific questions regarding the
operations, maintenance and related matters pertaining to the
Power Plants.  Furthermore, both during the Tours, and
afterwards, the MirMA Landlords repeatedly were assured that
answers to their questions regarding the Power Plants would be
provided.

                    The Information Requests

Following the Tours, on February 17, 2004, as a follow up to
information requested both prior to and during the Tours, the
MirMA Landlords submitted written requests for operating
information pertaining to the Power Plants.

The information requests target information on critical aspects
of the Power Plants' operations like plans to secure the fuel
necessary to operate the Power Plants, source information
regarding equipment usage, outages, and scheduled maintenance,
and clarifying information regarding the operating budgets
submitted in Excel format pertaining to the Power Plants.  The
MirMA Landlords seek answers to questions like:

   * What is the current supply of fuel on hand to run the Power
     Plants?

   * Is MirMA maintaining coal supplies at the same level
     customarily maintained at similar plants?

   * What has MirMA done to ensure that sufficient fuel is
     available to run the Power Plants during the peak summer
     periods?

   * What are MirMA's plans for securing fuel to operate the
     Power Plants beyond 2004?

   * How does MirMA intend to deal with increasing coal costs
     and higher coal transportation expenses?

   * What are MirMA's plans to address the risk of transmission
     failures during summer in a transmission constrained region
     like PJM South where the Power Plants operate?

   * Are the Power Plants properly protected in that event? and

   * How quickly can they be restarted to serve load in the case
     of a blackout?

Mr. Strubeck contends that the MirMA Landlords are entitled to
satisfaction of the information requests under the Leases
because:

   (1) the Leases provide that they will periodically receive
       from MirMA certain vital financial and operational
       information pertaining to the Power Plants;

   (2) the Leases further provide each of the 11 MirMA Landlords
       with the right, during normal business hours, upon
       reasonable notice, to inspect the Power Plants and the
       records relating to their operation and maintenance; and

   (3) the information requested is necessary to the MirMA
       Landlords' evaluation of the Power Plants, which they own.

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)


NEW BRITISH WOODS: Plan and Disclosure Statement Due on July 22
---------------------------------------------------------------
A status conference was held on May 4, 2004, to determine the date
New British Woods Associates must file their Chapter 11 Plan of
Reorganization and Disclosure Statement with the U.S. Bankruptcy
Court for the Eastern District of North Carolina.

Trawick H. Stubbs, Esq., at Stubbs & Perdue reports that the
Debtor will file its plan and disclosure statement on or before
July 22, 2004.  The Court will review the Disclosure Statement
when it is filed, and if acceptable, conditionally approve it for
distribution to creditors.  

Headquartered in Jacksonville, Florida, New British Woods
Associates, is engaged in the business of operating an apartment
complex located in Durham County. The Company filed for chapter 11
protection on April 23, 2004 (Bankr. E.D.N.C. Case No.
04-01556).  Trawick H. Stubbs, Esq., at Stubbs & Perdue represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed both estimated
debts and assets of over $10 million.


NRG ENERGY: Schedules Q2 2004 Earnings Conference Call on Aug. 5
----------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) will host a conference call and
webcast to review second quarter 2004 financial results. The call
will be held on Thursday, August 5, beginning at 9:00 a.m.
Eastern.

To access the live webcast and presentation materials, log on to
NRG's website at http://www.nrgenergy.com/and click on  
"Investors." To participate in the call, dial 877.407.8035
approximately five minutes prior to the scheduled start time.
International callers should dial 201.689.8035. Later that day,
the call will be available for replay from the "Investors" section
of the NRG website.

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


O'SULLIVAN INDUSTIES: Names Michael Orr Executive VP -- Operations
------------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pink Sheets: OSULP)
appointed Michael D. Orr to the position of Executive Vice
President - Operations.

In addition to being a key member of the O'Sullivan executive
team, Mr. Orr will be responsible for all aspects of manufacturing
and supply chain management at O'Sullivan Furniture. Mr. Orr will
report directly to Bob Parker, O'Sullivan's President and Chief
Executive Officer.

Mr. Orr joins O'Sullivan Furniture from Newell Rubbermaid, a
global manufacturer and marketer of name-brand consumer products,
where he most recently served as Group Vice President of
Operations for the Sharpie Group. Prior to his eight years at
Newell Rubbermaid, Mr. Orr spent ten years at Allied Signal in
various operations functions.

"We are delighted to welcome Mike to the O'Sullivan Furniture
executive team," said Bob Parker. "The environment for domestic
manufacturers has changed dramatically over the past few years.
Only those companies that continuously seek to improve their
operations and explore new directions will have a competitive edge
in today's global economy. We feel Mike has the leadership skills
and experience to step into this role and help lead O'Sullivan
Furniture's operations and the company as a whole to a stronger
future."

                     About the Company

O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board: OSULP)
-- whose March 31, 2004 balance sheet shows a shareholders'
deficit of $154 million -- is a leading manufacturer of ready-to-
assemble furniture.


OPTION ONE: Fitch Downgrades Series 2001-2 Class B Rating to B+
---------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Option One
MESA Trust asset-backed certificates, series 2001-2:

Option One MESA Trust asset-backed certificates, series 2001-2:

               -- Class A affirmed at 'AAA';

               -- Class M affirmed at 'BBB' and removed from
                  Rating Watch Negative;

               -- Class B downgraded to 'B+' from 'BB' and removed
                  from Rating Watch Negative.

The affirmation on the class A reflects Ambac Assurance Corp.'s,
current insurer financial strength rating of 'AAA'.

The affirmation on class M reflects credit enhancement consistent
with future loss expectations.

The negative rating action is a result of the poor performance of
the underlying collateral. The amount of available excess interest
has not sufficiently covered the greater-than-expected level of
losses incurred, resulting in a depletion of
overcollateralization. As of the June 25, 2004 distribution date,
the OC amount was $939,491.46.


OREGON STEEL: Board Okays New Pipe Mill Construction in Oregon
--------------------------------------------------------------
Oregon Steel Mills, Inc.'s (NYSE:OS) Board of Directors has
approved the construction of a spiral weld double submerged arc
weld pipe making facility at or near its Portland, Oregon mill.
The project, as approved, would consist of two pipe mills with an
annual capacity of approximately 150,000 tons, depending on
product mix, capable of producing API certified large diameter
line pipe from 20 inches to 60 inches in diameter, in wall
thickness of 1/4 inch to 1 inch, and in lengths of up to 80 feet.
The approved budget for the project is approximately $35 million
and is expected to be completed during the fourth quarter of 2005.

Jim Declusin, the Company's CEO, stated, "The approval of this
project is confirmation of our commitment to the large diameter
line pipe business. The placing of the new mill in Portland will
make us a much more cost effective producer of line pipe as well
as enhance our production capability and product offering, which
are currently restricted to pipe up to 42 inches in diameter. The
combination of our existing pipe mills with their straight seam
DSAW capability and the proposed spiral mill will position Oregon
Steel to offer both types of pipe making technology to the market
that no other single producer in North America has today."

Oregon Steel Mills, Inc. is organized into two divisions. The
Oregon Steel Division produces steel plate, coil, welded pipe and
structural tubing from plants located in Portland, Oregon, Napa,
California and Camrose, Alberta, Canada. The Rocky Mountain Steel
Mills Division, located in Pueblo, Colorado, produces steel rail,
rod, bar, and tubular products.

                          *   *   *

As reported in the Troubled Company Reporter's May 28, 2004  
edition, Standard & Poor's Ratings Services said it revised its  
outlook on Oregon Steel Mills Inc. (OSM) to stable from negative.  
At the same time, Standard & Poor's affirmed its ratings on the  
Portland, Ore.-based company. The company has about $310 million  
in total debt.

"The outlook revision reflects the improvement to the company's  
financial profile due to the strong and rapid rebound in the steel  
industry," said Standard & Poor's credit analyst Paul Vastola.  
Favorable market conditions should remain at least through most of  
2004 and enable the company to bolster its liquidity and financial  
performance.

The corporate credit rating on OSM is affirmed at 'B'. Also  
affirmed are the 'B' rating on the company's $305 million first  
mortgage notes due 2009, and the 'B+' rating on a $65 million  
senior secured credit facility due June 30, 2005.


OWENS CORNING: Commercial Creditors Committee Issues Status Report
------------------------------------------------------------------
The Official Committee of Unsecured Creditors informs Judge
Fullam that it currently consists of four members.  Two of the
Committee members hold Owens Corning bank debts and the other two
hold publicly distributed debenture debt and represent trade
debt.  The Banks, on one hand, and the Bonds and Trade, on the
other, have materially different, opposing interests.  These
differences arise:

   (1) from still unresolved controversies about guaranties of
       the bank debt issued by various Owens Corning subsidiaries
       and the related pending, but unresolved, motion of certain
       parties seeking substantive consolidation of Owens Corning
       and its debtor and non-debtor subsidiaries; and

   (2) from the fact that on June 7, 2004, the two non-bank
       members of the Commercial Committee, acting for
       themselves, as a subgroup, and not on behalf of the full
       Commercial Committee, signed a memorandum of terms, which,
       if given effect to, and supported by a wider group of non-
       bank creditors, would make that group an approving class
       for purposes of a plan of reorganization.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, relates that:

   (1) on many issues, the full Commercial Committee takes no
       position;

   (2) the Commercial Committee solely addresses motions filed
       and appeals it has taken that needs to be addressed
       promptly by Judge Fullam; and

   (3) the full Commercial Committee is scheduling a meeting to
       sort out the consequences of the facts regarding a partial
       settlement term sheet announced by the two bondholder
       members of the Commercial Committee's and how it will
       affect what the Committee and its professionals do going
       forward.

              Request for an Asbestos-Claim Bar Date

Mr. Sudell recounts that the Commercial Committee asked the
District Court to impose an asbestos-claims bar date.  Acting
without any request of record to do so, Judge Wolin revoked the
reference on that request on April 25, 2003.   Without notice or
hearing, Judge Wolin stayed all further proceedings.  Prior to
the recusal proceedings, no action on the matter was taken.
Repeated ex parte contacts about the request among Judge Wolin,
his "conflicted" advisors and asbestos interests were part of the
basis for the Third Circuit decision recusing him.

According to Mr. Sudell, the Commercial Committee intends to
promptly file a revised and updated version of the request.  The
Commercial Committee believes that the Bankruptcy Code plainly
prohibits creditors from voting on or receiving distributions
under a Chapter 11 plan unless they are scheduled as having
claims, which are not disputed, contingent or filed claims.  To
the Commercial Committee's best knowledge, no asbestos claims are
scheduled and few or no asbestos proofs of claim have been filed.  
The Plan, nevertheless, proposes to make distributions to tens of
thousands of people presently alleging asbestos disease without
any compliance.  Mr. Sudell asserts that to go forward with any
steps to litigate issues relating to the Plan without first
resolving the bar-order issues risks:

   (a) enormous delay,

   (b) huge wasted expense, and

   (c) improperly conducted proceedings to dilute commercial-
       creditor recoveries by the voting of unasserted claims,
       the bona fides of which have not been established.

                     Voting Rights Issues

The Plan gives voting rights to asbestos claimants who are not
required to file claims under the present scheme.  The Debtors
filed their original voting-rights motion on May 2, 2003 seeking
authority for the holders of unscheduled, unfiled claims to vote.
On July 16, 2003, Judge Wolin revoked the reference on that
request, but never issued any ruling.  Despite Judge Wolin's
order revoking the reference, the plan proponents withdrew the
request and filed a new, virtually identical motion before Judge
Fitzgerald at the Bankruptcy Court on September 22, 2003.  Judge
Fitzgerald entered recommended findings of fact and order
regarding the Voting Procedures Motion on December 2, 2003, which
was forwarded to the District Court.  Due to the recusal
proceedings, Judge Wolin never acted on Judge Fitzgerald's
recommended decision.  The Commercial Committee contends that it
is improper and premature for proceedings on the Plan to go
forward until these voting issues are decided on.

                            Appeals

Certain matters are, or soon will be, on appeal from the
Bankruptcy Court to the District Court.  Mr. Sudell asserts that
these matters need to be addressed:

   (1) Asbestos-Attorney Conflicts of Interest and Necessary
       Structural Relief;

   (2) Conflicts Within the Group of Future Claimants;

   (3) Avoidance Actions Against Asbestos Law Firms and Others;
       and

   (4) Baron and Budd Escrow Appeal

                 Clerical Issue About Which Cases
                   Have Been Assigned to Fullam

Mr. Sudell points out that Judge Scirica's May 27, 2004 Order
assigning Owens Corning matters to Judge Fullam only referred to
one of the Owens Corning cases -- Case no. 00-03837 -- in which
Owens Corning is the debtor.  Several other Owens Corning
affiliates are also debtors in Chapter 11.  The Chapter 11 cases
for all these debtors were, by consent of all parties, jointly
administered on October 6, 2000.  The omission of Judge Scirica's
chambers formally to name all the other Owens Corning Debtors
appears to have been inadvertent.  "To be clear about the scope
of Judge Fullam's designation, consideration should be given
whether further orders should be sought from Judge Scirica
formally adding the other Owens Corning Debtors to the matters
officially under Judge Fullam's jurisdiction," Mr. Sudell says.

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)   


PARMALAT US: Agrees to Give Foreign Entities Time To File Claim
---------------------------------------------------------------
The Parmalat U.S. Debtors believe that Parmalat Finanziaria SpA
and its 22 foreign subsidiaries and affiliates may have claims
against the U.S. Debtors' estates.  Certain of the Parmalat
Foreign Entities have ownership interests in operating companies
located in more than 30 countries worldwide, and as a result,
many, if not all, of the documents supporting the Parmalat Foreign
Claims are located outside the United States.

Since the entry of the Bar Date Order, the Parmalat Foreign
Entities have been reviewing and collating their books and
records in preparation for filing proofs of claim by the
deadline.  Given the number of Parmalat Foreign Entities that may
have claims against each of the U.S. Debtors and the attendant
activities surrounding the preparation and filing of the Italian
Plan and the Foreign Entities' Section 304 Petitions, the Foreign
Entities have requested additional time to adequately review
their books and records so that the Foreign Entities will be in a
position to file additional proofs of claim in the U.S. Debtors'
bankruptcy cases.

In this regard, the U.S. Debtors agree to extend the Parmalat
Foreign Entities' deadline to file proofs of claim against the
U.S. Debtors to and including August 9, 2004, without prejudice
to the right of the Debtors or the Foreign Entities to request
further extensions.

The Court 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)   


PDVSA FINANCE: Fitch Affirms BB- Rating After $2.5B Tender Offer
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating for PDVSA Finance Ltd
following the $2.5 billion tender offer and proposed amendments
that were announced on July 13, 2004. Consistent with Fitch's
previous view, the credit quality of the vehicle has not been
negatively affected by these changes. While Fitch believes the
removal of two important customers, the changing of covenants, and
the reduction in financial reporting requirements negatively
impacts the vehicle, the massive de-leveraging more than
compensates the remaining investors.

The amendments required a majority of outstanding notes to be
tendered, and as Fitch anticipated, the tender included the vast
majority of the outstanding notes than 95%). While the final
amortization schedule will not be finalized until July 27, given
the estimated export volumes which will remain in the PDVSA
Finance vehicle, the debt service coverage ratios will be well
over 100 times (x).

The original structure securitized the majority of PDVSA's
existing and future receivables generated from sales of crude oil
and oil products to designated customers who have signed Notice &
Acknowledgement (N&A) agreements. Prior to the tender offer, it
was a requirement that oil exports going to designated customers
during any consecutive twelve-month period be the lesser of 80% of
eligible export sales of oil are less than 30 degrees gravity and
27 million barrels of oil are less than 30 degrees gravity.

The most significant change to the PDVSA Finance structure is the
removal of two of the largest customers, Citgo Petroleum and
Hovensa LLC. The other amendments change the covenants and events
of default to reflect the removal of the collateral and provide
PDVSA with additional flexibility regarding financial reporting.
The main covenant change is the export revenue requirement
mentioned in the previous paragraph. The new requirement is that
oil exports going to designated customers be the lesser of 40% of
eligible export sales of oil less than 30 degrees gravity and 4.5
million barrels of oil less than 30 degrees gravity.

PDVSA Finance collections will continue to come from a variety of
customers including Conoco Phillips, Lyondell Citgo, and Exxon
Mobil. All of these customers continue to be obligated under the
Notice and Acknowledgements to make payments into an offshore
collection account. At current price and production levels, Fitch
estimates that the PDVSA Finance vehicle will continue to generate
in excess of $4 billion in annual collections. Given the remaining
debt amortizations and these levels of collection, the DSCRs would
be more than sufficient to protect against drastic price and
volume decreases. The transaction continues to benefit from a
4.0x's DSCR trigger as well as a three-month principal and
interest reserve.

As in all future flow export receivables securitizations, this
transaction is exposed to product and payment diversion by the
company or the sovereign. Fitch believes this risk increased when
the Venezuelan government tightened its control over the oil
company after the oil strikes in early 2003. Even with the
significant decrease in outstanding notes, diversion risk remains
a constraining factor to the 'BB-' rating, and there are a variety
of potential actions that could be taken to disrupt the cash flows
of the transaction.


PG&E NATIONAL: NEG Asks for October 6 Deadline To Remove Actions
----------------------------------------------------------------
The NEG Debtors still have not been able to fully investigate the
existence of any and all pending actions or evaluate completely
the merits of removing any of those actions.  The NEG Debtors
need additional time to determine the number of actions pending
against them, to review the actions, and to determine which of
those actions they should seek to remove from state to federal
court.

The NEG Debtors ask the Court to further extend the period within
which they may file notices of removal under Rules 9027(a)(2) and
(a)(3) of the Federal Rules of Bankruptcy Procedure through and
including October 6, 2004.

According to Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, in Baltimore, Maryland, the 90-day extension of the
removal period should be approved because the NEG Debtors and
their personnel and professionals have been working diligently to
administer the Chapter 11 cases and to address a vast number of
administrative and business issues.  In fact, they have been
successful in getting their Plan of Reorganization confirmed.
The NEG Debtors have also been striving to profitably operate
their business operations as debtors-in-possession to maximize
the value of the estates.

"The requested additional extension will permit NEG to
concentrate on taking its Plan effective and the ET Debtors to
focus on the mediation of the numerous disputed claims in their
cases, all of which will benefit the Debtors, their estates and
all parties-in-interest," Mr. Fletcher says.

Judge Mannes will convene a hearing on August 26, 2004 to
consider NEG's request.  Pursuant to the Order for Complex
Chapter 11 Bankruptcy Case dated July 9, 2003, NEG's Removal
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)    


PLEJ'S LINEN: Courts Extends Lease Decision Period to Sept. 13
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District of
North Carolina, Charlotte Division, Plej's Linen Supermarket
SoEast Stores LLC and its debtor-affiliates obtained an extension
of their lease decision period.  The Court gives the Debtors until
September 13, 2004, to decide whether to assume, assume and
assign, or reject their unexpired nonresidential real property
leases.

Headquartered in Rock Hill, South Carolina, Plej's Linen
Supermarket SoEast Stores LLC, with its debtor-affiliates, are
engaged primarily in two core businesses: retail sale of first
quality program home accessories for bed, bath, window, decorative
and house wares and limited closeout and discontinued
opportunistic merchandise; and wholesale distribution of similar
bed and bath textiles. The Company filed for chapter 11 protection
on April 15, 2004 (Bankr. W.D. N.C. Case No. 04-31383).  John R.
Miller, Jr., Esq., and Paul R. Baynard, Esq., at Rayburn Cooper &
Durham, P.A., 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.


PRESIDENT CASINOS: Reports $53MM Stockholders' Deficit at May 31
----------------------------------------------------------------
President Casinos, Inc. (OTC:PREZQ.OB) released results of
operations for the first quarter ended May 31, 2004.

For the first quarter ended May 31, 2004, the Company reported a
net loss of $0.6 million, or $0.11 per share, compared to net
income of $0.4 million, or $0.07 per share, for the first quarter
ended May 31, 2003. Revenues for the first quarter ended May 31,
2004 were $29.2 million, compared to revenues of $32.1 million for
the first quarter ended May 31, 2003.

At May 31, 2004, President Casinos, Inc.'s balance sheet shows a
stockholders' deficit of $52,899,000 compared to a deficit of
$52,349,000 at February 29, 2004.

President Casinos, Inc. owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis,
Missouri, north of the Gateway Arch.


QWEST COMMUNICATIONS: W. Thomas Stephens Resigns From Board
-----------------------------------------------------------
W. Thomas Stephens resigned as a director of Qwest Communications
International Inc. (NYSE: Q), effective July 9. Mr. Stephens,
former president, CEO and a director of MacMillan Bloedel Limited,
had been a director of Qwest since 1997.

Mr. Stephens served as CEO of MacMillan Bloedel Limited from 1996
to 1999. From 1986 until his retirement in 1996, he served as
president and CEO of Manville Corporation and as a member of
Manville's board of directors. He was chairman of the board from
1990 to 1996. Mr. Stephens is also a director of Trans Canada
Pipelines, NorskeCanada (formerly Norske Skog Canada Ltd.), The
Putnam Funds and Xcel Energy Inc.

Mr. Stephens said: "Qwest's progress and the leadership of Dick
Notebaert make this an appropriate time for me to now focus on
some other business activities. I've seen Qwest's leadership team
make tremendous progress over the past two years, and the time is
simply appropriate for me to accommodate other challenges."

Dick Notebaert, Qwest chairman and CEO, said: "I want to thank Tom
for his service and hard work on the Qwest board. Tom has shown
dedication, high energy and commitment to the company. His
experience, advice and counsel have been of tremendous value to
the board and the company. All of us at Qwest thank Tom for his
contributions."

                        About Qwest

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

At March 31, 2004, Qwest Communications International, Inc.'s  
balance sheet shows a stockholders' deficit of $1,251,000,000  
compared to a deficit of $1,016,000,000 at December 31, 2003.


RELIANCE FINANCIAL: Plan Voting Deadline is August 16, 2004
-----------------------------------------------------------
Judge Gonzalez set July 7, 2004 as the Voting Record Date to
determine which holders of Claims are entitled to receive the
Solicitation Materials and vote on the Plan for Reliance Financial
Services Corporation.

The Bank Committee has distributed the Solicitation Materials or
Non-Voting Notices to the United States Trustee and the known
holders of Claims and Equity Interests in RFSC.

The Voting Deadline, by which all ballots must be executed,
completed and delivered, is 4:00 p.m. Eastern time, on
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)    


RENT-A-CENTER: Completes $600 Million Senior Debt Refinancing
-------------------------------------------------------------
Rent-A-Center, Inc. (NNM:RCII), the largest rent-to-own operator
in the country, has completed the previously announced refinancing
of its senior secured debt. The new $600 million senior credit
facilities consist of a $350 million term loan and a $250 million
revolving credit facility. The Company drew down the $350 million
term loan and $50 million of the revolving facility and utilized
the proceeds to repay its existing senior term debt.

"We are pleased with the strong demand for participation in our
senior credit facilities, which allowed us to reduce our term loan
by $50 million and increase the revolving credit facility by $50
million from what we anticipated when we announced this
refinancing," commented Mr. Robert D. Davis, the Company's Chief
Financial Officer. "We believe this enhanced revolving structure
will allow us to scale our secured debt more closely to our
business needs over time and result in a more efficient cost of
capital. Based upon our present leverage ratio, we expect at least
a 50 basis point interest expense savings under the new credit
facility," Mr. Davis continued. In connection with the closing of
the refinancing, the Company will record a one-time charge in the
third quarter of approximately $4.2 million relating to
unamortized costs under the Company's previous senior credit
facility.

Rent-A-Center, Inc. headquartered in Plano, Texas, currently
operates 2,848 company-owned stores nationwide and in Canada and
Puerto Rico. The stores generally offer high-quality, durable
goods such as home electronics, appliances, computers, and
furniture and accessories to consumers under flexible rental
purchase arrangements that generally allow the customer to obtain
ownership of the merchandise at the conclusion of an agreed-upon
rental period. ColorTyme, Inc., a wholly owned subsidiary of the
Company, is a national franchiser of approximately 319 rent-to-own
stores, 307 of which operate under the trade name of "ColorTyme,"
and the remaining 12 of which operate under the "Rent-A-Center"
name.
                        *   *   *

As reported in the Troubled Company Reporter's May 27, 2004  
edition, Standard & Poor's Ratings Services raised its ratings on  
specialty rent-to-own retailer Rent-A-Center Inc. The corporate  
credit rating was raised to 'BB+' from 'BB'. The outlook is  
stable.

"The ratings reflect Rent-A-Center's leading market position in  
the rent-to-own retail industry, moderate leverage, and adequate  
liquidity," said Standard & Poor's credit analyst Robert  
Lichtenstein. "These strengths are partially offset by the  
company's participation in the highly competitive and fragmented  
rent-to-own retail industry, and challenges in continuing its  
growth in the face of slowing same-store sales."


RENT-A-CENTER: S&P Rates Proposed $600 Million Bank Loan at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Rent-A-Center Inc.'s proposed $600 million bank loan. A recovery
rating of '2' was also assigned to the bank loan, indicating the
expectation of a substantial (80%-100%) recovery of principal in
the event of a default. The ratings are based on preliminary
information and are subject to review upon final documentation.
The proceeds will be used to refinance the company's existing bank
loan.

"The ratings on Rent-A-Center reflect the company's leading market
position in the rent-to-own retail industry, moderate leverage,
and adequate liquidity," said Standard & Poor's credit analyst
Robert Lichtenstein. "These strengths are partially offset by the
highly competitive and fragmented nature of the industry, and
challenges in continuing growth in the face of slowing same-store
sales."

Plano, Texas-based Rent-A-Center is the largest operator in the
retail rent-to-own industry, with a market share of 39% based on
store count, compared with 11% for Aaron Rents Inc. and 9% for
Rent-Way Inc. The rent-to-own industry is highly competitive, with
moderate growth prospects and low barriers to entry. Although the
three largest chains account for about 58% of the market's 8,300
stores, the industry remains fragmented, with the remaining
companies consisting mostly of operations with fewer than 20
stores. Rent-A-Center has grown substantially since 1993, making
numerous acquisitions. A key strength of the company has been its
ability to integrate acquisitions successfully. Rent-A-Center
intends to continue to expand its store base by 5%-10% per year
during the next few years, through new store openings and
acquisitions.

The company's operating performance has shown improvement over the
past two years. Same-store sales increased 3% in 2003, following a
gain of 6% in 2002. However, Standard & Poor's expects the rate of
same-store sales growth to slow as a result of a more mature store
base and store cannibalization, making revenue growth more
challenging. Operating margins for the 12 months ended March 31,
2004, narrowed slightly to 24.5%, from 25% the year before, but
are still better than in 2001. The margin decline is attributable
to the company's previous pricing strategy on rental merchandise,
inventory from the acquisition of 295 Rent-Way stores, and an
increase in payouts.


RESIDENTIAL ACCREDIT: Fitch Takes Various Rating Actions
--------------------------------------------------------
Fitch has taken action on the following Residential Accredit Loan,
Inc. mortgage-pass through certificates:

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1996-QS3

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

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1996-QS8

               --Classes A, R affirmed at 'AAA';
               --Class M-1 affirmed at 'AAA';
               --Class M-2 affirmed at 'AAA';
               --Class M-3 affirmed at 'AAA';
               --Class B-1 affirmed at 'A';
               --Class B-2 affirmed at 'BBB'.
          
Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS2

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

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS3

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

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, series 1997-QS6

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

Residential Accredit Loans, Inc. mortgage asset-backed pass-
through certificates, series 1997-QS9

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

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS10

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

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS12

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

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS13

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

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


SCOTTS CO.: S&P Rates Senior Secured Bank Loan at BB
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured bank loan rating and a recovery rating of '3' to lawn and
garden care products supplier The Scotts Co.'s proposed $400
million secured bank facilities. The 'BB' bank loan rating is the
same as Scotts' 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.

Proceeds from the new facilities will be used to prepay the
company's outstanding term loan and related fees and expenses. The
rating is based on preliminary documentation and is subject to
review once final documentation has been received. The 'BB' rating
on Scotts' existing term loan B will be withdrawn upon completion
of the transaction.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and senior secured debt ratings, as well as its 'B+'
subordinated debt rating on Marysville, Ohio-based Scotts.

The outlook remains positive.

As of March 27, 2004, the company had about $1.1 billion of debt
outstanding.

"The ratings on Scotts continue to reflect its high debt levels
and the inherent seasonality in its business," said Standard &
Poor's credit analyst Jean C. Stout. "Somewhat mitigating these
concerns are the firm's competitive position and leading brand
names in the consumer lawn and garden market in the U.S. and
Europe."

Marysville, Ohio-based Scotts is a leading provider of consumer
products for lawn and garden care, professional turf, and
horticulture, with well-recognized brand names. The company also
provides residential lawn care, tree and shrub care, and external
pest control services through its Scotts LawnService.
International sales, which account for about 20% of total sales,
add some diversity.


SEALY MATTRESS: May 30 Stockholders' Deficit Balloons to $425MM
---------------------------------------------------------------
Sealy Mattress Corporation, the world's largest manufacturer of
bedding products, released second fiscal quarter results for the
period ending May 30, 2004.

For the quarter, Sealy reported sales of $316.6 million, an
increase of 17.3% from $269.8 million for the same period a year
ago. Net loss for the quarter was $82.2 million. Excluding
recapitalization expenses, Sealy would have reported net income of
$10.6 million compared with a net loss of $1.0 million a year
earlier. For the six months ending May 30, 2004, Sealy reported
sales of $634.8 million, an increase of 13.7% from $558.1 million.
Net loss year-to-date was $70.9 million. Excluding
recapitalization expenses, Sealy would have reported a net income
of $21.8 million compared with $8.1 million a year earlier.

"We are very pleased with our second quarter and the sell through
of our new products which resulted in a strong 12.9% unit growth
and a 5.3% average unit selling price increase for the domestic
business," said David J. McIlquham, Sealy's President and Chief
Executive Officer. "These results were driven by the continued
success of the new Unicased Posturepedic(R) product and momentum
from the launch of Stearns & Foster Unilock(R) and TripLCased(R)
products which were almost fully rolled out by the end of May. We
also continue to make excellent progress on our manufacturing and
working capital areas of focus. Finally, during the quarter we
completed the transaction with affiliates of Kolhberg Kravis
Roberts & Co. L.P. (KKR). We are excited with this partnership and
KKR's commitment to our continued focus on new product development
and innovation that is delivering consumer preferred products to
the market," said McIlquham.

At May 30, 2004, Sealy Mattress Corporation's balance sheet shows
a stockholders' deficit of $425,463,000 compared to a deficit of
$76,162,000 at November 30, 2003.

Sealy is the largest bedding manufacturer in the world with sales
of $1.2 billion in 2003. The Company manufactures and markets a
broad range of mattresses and foundations under the Sealy (R),
Sealy Posturepedic (R), Stearns & Foster (R), and Bassett (R)
brands. Sealy has the largest market share and highest consumer
awareness of any bedding brand in North America. Sealy employs
more than 6,000 individuals, has 29 plants, and sells its products
to 3,200 customers with more than 7,400 retail outlets worldwide.
Sealy is also a leading supplier to the hospitality industry. For
more information, please visit http://www.sealy.com/

Sealy Mattress Corporation was formed on March 31, 2004 as a
wholly-owned subsidiary of Sealy Corporation and, on April 6,
2004, Sealy Corporation contributed the equity of Sealy Mattress
Company to Sealy Mattress Corporation. For purposes of this press
release, all financial and other information herein relating to
periods prior to April 6, 2004, is that of Sealy Corporation and
its consolidated subsidiaries, as the predecessor accounting
entity to Sealy Mattress Corporation.


SEITEL INC: Seneca Financial Airs Key Role in Bankruptcy Emergence
------------------------------------------------------------------
Seitel, Inc., the Houston, Texas-based provider of seismic data
and related geophysical services to the North American oil and gas
industry, announced that its consensual Plan of Reorganization was
declared effective on July 2, 2004.  

Seneca Financial Group, financial advisors to the Official
Committee of Equity Security Holders, played a key role in the
reorganization plan, arranging a $75 million equity rights
offering and facilitating $193 million in private bond financing.

Seitel filed for Chapter 11 protection on July 21, 2003.  With the
guidance of Seneca, a restructuring plan was confirmed by the U.S.
Bankruptcy Court on March 18, 2004.  Following the successful
placement of the private bond offering on July 2, 2004, a
necessary funding component of Seitel's reorganization plan, the
company is on the path to successfully emerge from bankruptcy with
the preservation of significant shareholder value.  

"We are pleased to have devised a plan that allows shareholders to
retain more than 90 percent of the company and creditors to be
paid in full," said James Harris, president of Seneca Financial
Group.  "The marketplace validated our initial valuations and
Seitel will be able to emerge from bankruptcy and allow its
shareholders a continued stake in what we believe to be a solid
company with a bright future. We believe in the management of the
Company and this transaction should give them the flexibility to
grow the Company."

Lawrence Gottlieb, partner at Kronish Lieb Weiner & Hellman, was
Counsel to the Official Committee of Equity Security Holders.

Seneca Financial Group is a specialized investment banking firm
focused on private and public corporate restructurings.  Seneca is
based in Greenwich, Connecticut.  More information can be obtained
about Seneca at http://www.senecafinancial.com/

                     About Seitel  
  
Seitel is a leading provider of seismic data and related  
geophysical services to the oil and gas industry in North America.  
Oil and gas companies to assist in the exploration for and  
development and management of oil and gas reserves use Seitel's  
products and services. Seitel has ownership in an extensive  
library of proprietary onshore and offshore seismic data that it  
has accumulated since 1982 and that it offers for license to a  
wide range of oil and gas companies. Seitel believes that its  
library of onshore seismic data is one of the largest available  
for licensing in the United States and Canada. Seitel's seismic  
data library includes both onshore and offshore three- dimensional  
(3D) and two-dimensional (2D) data and offshore multi-component  
data. Seitel has ownership in approximately 32,000 square miles of  
3D and approximately 1.1 million linear miles of 2D seismic data  
concentrated primarily in the major North American oil and gas  
producing regions. Seitel markets its seismic data to over 1,300  
customers in the oil and gas industry, and it has license  
arrangements with in excess of 1,000 customers.


SOLUTIA: Wants Court Nod to Assume Brazoria & Angleton Agreements
-----------------------------------------------------------------
In December 1998, as part of Solutia, Inc.'s planned expansion of
its Chocolate Bayou manufacturing facility in Alvin, Texas,
Solutia sought certain tax abatements from the County of Brazoria
and the Angleton Independent School District as additional
economic incentives for Solutia to undertake the Expansion.
Brazoria County and Angleton granted tax abatements to Solutia in
January 1999 pursuant to two abatement agreements.  As a result
of the Expansion, Solutia increased its production of
acrylonitrile, created at least 50 permanent positions at the
Chocolate Bayou Facility, and generated numerous jobs during the
construction process.

                         Brazoria Agreement

Solutia and Brazoria County entered into a Tax Abatement
Agreement for a property located in the Solutia Reinvestment Zone
No. 1 as of January 12, 1999.  The agreement's term and the tax
abatements began on January 1, 2000 and continue through
January 1, 2006.  Under the Brazoria Agreement, Solutia is
entitled to a complete tax abatement on county taxes related to
the Expansion.  However, Solutia must continue to pay county
taxes on the pre-Expansion portion of the Chocolate Bayou
Facility, failure to do so is a default under the Brazoria
Agreement.  If Solutia defaults, Brazoria County has the
contractual right to seek recapture of any taxes previously
abated and to terminate the agreement.  Solutia believes that it
saved as much as $2,000,000 in abated taxes for the years 2000
through 2003 under the Brazoria Agreement, and expects to save
another $2,000,000 in tax abatements throughout the remaining
term of the agreement.

                         Angleton Agreement

Solutia and Angleton entered into the Angleton Independent School
District Tax Abatement Agreement for a property located in the
Solutia Reinvestment Zone No. 1, as of January 20, 1999, which
was modified by a letter agreement executed between the parties.
The Angleton Agreement provides for the abatement of school
district taxes related to the Expansion and runs for the same
seven-year term as the Brazoria Agreement.  However, the terms of
the Angleton Agreement differ from those of the Brazoria
Agreement.  In recognition of Angleton's greater dependence on
tax receipts to fund the school district's operations, the
Angleton Agreement requires Solutia in the second through seventh
years of the agreement's term to remit to Angleton a payment
equal to what otherwise would have been owed in abated taxes.
The net result is that Solutia was relieved of its tax liability
on the Expansion for the first year of the Angleton Agreement,
but is responsible for the full tax liability for the remaining
term of the Angleton Agreement.  Solutia believes that the
Angleton Agreement has resulted in tax savings of $2,500,000.

The Angleton Agreement requires Solutia to pay school district
taxes for the pre-Expansion portion of the Chocolate Bayou
Facility.  If Solutia fails to make payments before expiration of
the cure period or pay taxes on the pre-Expansion portion of the
Chocolate Bayou Facility during the term of the Angleton
Agreement, Solutia would be in default under the agreement.
Angleton would then have the contractual right to seek recapture
of previously abated taxes and to terminate the Angleton
Agreement.

                            Amounts Owed

With respect to county and school district taxes on the pre-
Expansion portion of the Chocolate Bayou Facility, Solutia must
make semi-annual payments to Brazoria County and Angleton, the
first of which are due on November 30 of the tax year during
which the taxes are incurred, and the second of which are due on
June 30 of the following year.  Prior to the Petition Date,
Solutia made its November 30 tax payments to Brazoria County and
Angleton for taxes related to the first half of 2003.  The
remaining 2003 payments came due on June 30, 2004:

    -- county and school district tax payments on the pre-
       Expansion portion of the Chocolate Bayou Facility amounting
       to $920,207; and

    -- payments required by the Angleton Agreement amounting to
       $1,125,551.

Under Texas law, all those amounts are secured by a lien on the
Chocolate Bayou Facility that attached on January 1, 2003.  Thus,
the amounts are secured claims in Solutia's Chapter 11 cases.

While Solutia has not yet made any tax payments that were due on
June 30, 2004, Solutia agreed with Brazoria County and Angleton
that upon payment of those taxes, the taxing authorities will not
assert any payment-related defaults or make any claim for
recapture or interest or other payment-related penalties.  In
addition, Solutia and Brazoria County agreed that $920,207 would
cure all defaults under the Brazoria Agreement, while Solutia and
Angleton agreed that $1,125,551 would cure all defaults under the
Angleton Agreement.

Solutia's current tax arrangement with Brazoria County and
Angleton is based, in part, on favorable property value
assessments.  Solutia believes that the payment of the Brazoria
and Angleton Cure Amounts will help it to continue to take
advantage of the valuations, whereas a failure to pay may result
in a risk of reassessment as well as jeopardizing Solutia's
ability to obtain any future tax abatements from Brazoria County
and Angleton.

           Proposed Assumption & Payment of Cure Amounts

Accordingly, the Debtors seek the Court's authority to assume the
Brazoria and Angleton Agreements and pay the related cure
amounts.

If the Brazoria and Angleton Agreements are not assumed or are
terminated, Solutia would forfeit tax benefits going forward and
could be exposed to claims by Brazoria County and Angleton for
recapture of previously abated taxes, which may total $4,500,000
and which would likely be secured claims.  Thus, while the
payment of the Brazoria and Angleton Cure Amounts would impose
short-term costs on Solutia's estate, these costs would be
outweighed significantly by the benefits Solutia could reap
through assumption of the Brazoria and Angleton Agreements.

Furthermore, as Brazoria County and Angleton rely on Solutia for
about 10% of their tax revenues, Solutia's failure to honor its
commitments under the tax abatement agreements would cause
significant budget shortfalls, which could redound to the severe
detriment of the local community.  This, in turn, could not only
limit Solutia's ability to retain favorable property tax
valuations for the Chocolate Bayou Facility, but it could also
harm Solutia's relationship with Brazoria County and Angleton,
and jeopardize Solutia's ability to obtain tax abatements on
future projects.

Creditors will not be prejudiced by Solutia's payment of the
Brazoria and Angleton Cure Amounts because the prepetition tax
claims of Brazoria County and Angleton are secured or priority
claims.  As secured claims, the prepetition claims of Brazoria
County and Angleton will have to be satisfied in full pursuant to
any Solutia reorganization plan.

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)


STOLT-NIELSEN: Reports Improved Second Quarter 2004 Results
-----------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI)
reported results for the second quarter ended May 31, 2004. Net
income for the latest quarter was $3.9 million, or $0.06 per
share, on operating revenue of $448.4 million, compared to a net
loss of $50.4 million, or $0.92 per share, on operating revenue of
$760.7 million for the second quarter of 2003. The basic weighted
average number of shares outstanding for the quarter was 62.8
million compared with 54.9 million for the same period in 2003.
SNSA's reported results reflect the deconsolidation of Stolt
Offshore S.A. (SOSA) in February 2004.

The net income for the six-month period ended May 31, 2004 was
$14.9 million, or $0.25 per share, on operating revenue of
$1,116.4 million, compared to a net loss of $63.4 million, or
$1.15 per share, on operating revenue of $1,541.0 million for the
same period in 2003. For the six-month periods of 2004 and 2003,
the basic weighted average number of shares outstanding was 60.5
million and 54.9 million, respectively.

Niels G. Stolt-Nielsen, Chief Executive Officer of SNSA said,
"SNSA's results for the quarter reflected significant improvement
in all of our businesses. Stolt-Nielsen Transportation Group
(SNTG) posted its best quarter in almost three years. Stolt Sea
Farm (SSF) has been able to reduce its losses significantly. The
turnaround in SOSA continues to progress."

A series of transactions in the first quarter of 2004 resulted in
SNSA's deconsolidation of SOSA in February. Consequently, SNSA
accounted for its investment in SOSA in accordance with the equity
method of accounting, as reflected in the consolidated balance
sheet of SNSA as of May 31, 2004 and the consolidated statement of
operations for the three months ended May 31, 2004. In addition to
the actual as reported historical information, SNSA has provided
financial statements on a pro-forma basis reflecting the
deconsolidation of SOSA in comparable prior periods, based on
historical ownership percentages, as an attachment to this
earnings release.

The results for the second quarter of 2004 included costs related
to SNSA's financial restructuring of $10.5 million, which includes
fees to financial and legal advisors as well as waiver fees paid
to lenders, as well as SNTG legal expenses of $6.0 million,
compared to nil and $4.8 million in the second quarter of 2003.
The results for the first six months of 2004 included costs
related to SNSA's financial restructuring of $19.9 million and
SNTG legal expenses of $9.2 million, compared to nil and $5.5
million in the first six months of 2003.

"SNTG reported income from operations of $40.7 million in the
second quarter of 2004 compared with $32.5 million in the second
quarter of 2003 and $29.2 million reported in the first quarter of
this year.

"SNTG's parcel tanker division reported income from operations of
$30.0 million in the second quarter of 2004, up substantially from
$22.5 million in the second quarter of 2003 and $19.3 million in
the first quarter of 2004. The Stolt Tankers Sailed-in Time
Charter Index for the Joint Service in the second quarter of 2004
increased by 17% from the first quarter of 2004, which represents
the largest single quarterly improvement in the Index since 1990.
Parcel tanker operations are benefiting from strong volumes and
higher rates in most major trade lanes. SNTG won several new
contracts of affreightment during the quarter and contract
renewals were up on average close to 10%. Bunker fuel prices
remain at historically high levels.

"SNTG's tank container division reported income from operations of
$4.5 million in the second quarter of 2004, compared with $7.0
million in the second quarter of last year and $3.9 million in the
first quarter of this year. The difference between the second
quarter of last year and this year is primarily due to higher
repositioning costs this year for empty tank containers.
Utilization remains high at close to 80%. While the number of
shipments is up 7.4% on a year-to-date basis compared with last
year, competition keeps margins tight.

"SNTG's terminal division's income from operations rose to $6.1
million during the second quarter of 2004 compared to $3.7 million
in the second quarter of 2003 and $5.8 million in the first
quarter of 2004 with the increases coming from expansions at
Santos, Houston, and Braithwaite terminals. Utilization also
continues to be strong at all locations.

"Regarding governmental antitrust investigations and related civil
suits, in addition to what the Company has disclosed in its filing
of its Annual Report on Form 20 F on June 16, 2004 as amended by
Form 20 F/A filed on July 1, 2004, the Chapter 7 trustee of the
liquidated estate of O.N.E. Shipping has brought an action against
the Company and others in U.S. federal court for alleged antitrust
violations that resulted in O.N.E. Shipping's liquidation.
Additionally, the Company has received a subpoena from the U.S.
Department of Justice seeking documents with respect to its tank
container business.

"In June, we announced the appointment of Otto Fritzner as CEO of
SNTG replacing interim CEO Jim Hurlock. Along with Roelof
Hendriks, Jim Hurlock was elected to the SNSA Board of Directors
last week.

"SSF reported income from operations of $5.9 million in the second
quarter of 2004, compared with a loss from operations of $8.1
million in the second quarter of 2003 and income from operations
of $2.9 million in the first quarter of 2004. Included in the
results for the second quarter is a gain of $3.9 million for an
insurance recovery. Compared with the second quarter of 2003,
overall salmon sales volumes from our own production were slightly
higher in the second quarter of 2004. Results benefited from
higher salmon prices in Europe, partially offset by lower spot
market salmon prices in North America. Despite lower spot market
prices, margins in the Americas region improved as our business
benefited from lower processing and logistics costs and our
marketing organization was able to obtain on average higher prices
from our end customers. Our turbot operations posted another solid
quarter.

"SOSA reported a net loss of $12.4 million compared to a net loss
of $91.2 million in the second quarter of 2003. SNSA recorded its
proportionate share of such loss, amounting to $5.6 million in the
second quarter, in accordance with the equity method of
accounting. SOSA's overall profitability during the quarter was
affected by: downgrades on the Sanha and Bonga projects which
accounted for losses of $39.4 million in the quarter; sales,
general and administrative costs which reflected restructuring and
refinancing costs associated with the turnaround; and gains on the
sale of assets and businesses of $26.3 million, principally in
relation to Serimer Dasa. During the second quarter, SOSA received
signed letters of intent with a value of $267 million. At quarter
end the backlog stood at $1,748 million of which $579 million is
for execution in 2004.

"In mid June, we announced that we had resolved a dispute with our
senior note holders regarding defaults asserted by the senior note
holders. Later in the month, we announced that we will enter into
a new five-year $150 million credit facility to be fully
underwritten by DnB NOR Bank ASA. The facility will be secured by
a pledge of SNTG's Stolthaven Houston and Stolthaven New Orleans
terminal-storage assets. The facility will be used to prepay an
existing $64 million credit facility on Stolthaven Houston, which
is scheduled to mature in January 2005, and for general corporate
purposes. The transaction is expected to close by the end of July
2004.

"With our financial difficulties now behind us and conditions
improving in nearly all of our markets, it is good to be able to
focus our energies on successfully running the businesses. The
outlook remains strong for SNTG. For SSF, while whole salmon
prices have shown some signs of weakness in recent weeks, we
remain cautiously optimistic for the remainder of the year. SOSA
is targeting a break-even result for the year," Mr. Stolt-Nielsen
concluded.

                  About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through the
parcel tanker, tank container, terminal, rail and barge services
of its wholly-owned subsidiary Stolt-Nielsen Transportation Group,
provides integrated transportation for its customers. Stolt Sea
Farm, wholly-owned by the Company, produces and markets high
quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon,
caviar, bluefin tuna, and tilapia. The Company also owns 41.7
percent of Stolt Offshore (Nasdaq: SOSA; Oslo Stock Exchange:
STO), which is a leading offshore contractor to the oil and gas
industry. Stolt Offshore specializes in providing technologically
sophisticated offshore and subsea engineering, flowline and
pipeline lay, construction, inspection, and maintenance services.


TEXAS PETROCHEMICALS: Discloses New Slate of Board Members
----------------------------------------------------------
Newly reorganized company Texas Petrochemicals LP (TPC) (OTC:
TXPI), a Houston-based petrochemical company specializing in C4
hydrocarbons, introduced its new slate of board members.

Serving on the board are:

     * Mr. Mark C. Demetree,
     * Mr. Kevin S. Flannery,
     * Mr. Arif Y. Gangat,
     * Mr. Frederick M. Pevow, Jr. and
     * Mr. Charles W. Shaver.

The newly appointed board has elected Mr. Demetree as the non-
executive chairman of the board; Mr. Flannery as compensation
committee chair and Mr. Gangat as audit committee chair.

"This marks a new era at TPC as the company emerges from
Bankruptcy under the strong leadership of a highly-qualified
board, which will serve as the foundation for the company's
successful growth as it maintains its focus on butadiene and
specialty chemicals businesses," said TPC President and CEO
Charles W. Shaver.

Mr. Demetree currently serves as chairman and CEO of US Salt
Holdings, LLC. US Salt competes in the northeastern United States
and United Kingdom's general trade segments of the salt industry,
which includes products for retail and industrial food grades,
pharmaceutical, water conditioning, agricultural and industrial
markets. Mr. Demetree was a senior vice president at D. George
Harris & Associates, Inc. where he was involved in a series of
acquisitions of inorganic chemical companies, which formed Harris
Chemical Group. Mr. Demetree went on to become president of Harris
Chemical Group's largest subsidiary, North American Salt Company,
now a wholly-owned subsidiary of Compass Minerals International
Inc. (NYSE). Mr. Demetree serves on the boards of American Italian
Pasta Company (NYSE), Pinnacle Properties Holdings, LLC and
American Grinding Systems, LLC.

Mr. Flannery is president and CEO of Whelan Financial Corporation,
a corporate and financial advisory services company. Mr. Flannery
has a broad range of experience working extensively as a crisis
manager in a number of distressed and newly reorganized companies.
Mr. Flannery serves on the board of Darling International,
Sheffield Steel Co. and Geneva Steel Corp. He also serves on the
board in the capacity of chairman and CEO of RoweCom, Inc. and
chairman of the board of Telespectrum Worldwide Inc.

Mr. Gangat currently serves as Managing Director of Sandell Asset
Management Corp., the investment adviser of Castlerigg Master
Investments Ltd. Mr. Gangat joined Sandell in February 2002. From
1996 to 2002, Mr. Gangat served as a research analyst for several
private investment partnerships.

Mr. Pevow is the company's interim senior vice president, CFO and
secretary. He is partner and founder of Teal Capital Partners, a
boutique merchant and investment banking firm. Prior to that, he
served as a senior investment banker at CIBC World Markets and
Salomon Smith Barney and predecessors.

Mr. Shaver, the company's president and CEO will also serve as a
member of the board. He joins TPC from Gentek, Inc. where he
served as vice president with specific responsibility for the
chemical businesses of Gentek. Prior to that, he served in a
succession of global operational and business management positions
in Dow Chemical and Arch Chemical.

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

The company is a producer of quality C4 chemical products widely
used as chemical building blocks for synthetic rubber, nylon
carpets, adhesives, catalysts and additives used in high-
performance polymers. The company has manufacturing facilities in
the industrial corridor adjacent to the Houston Ship Channel and
operates product terminals in Baytown, Texas and Lake Charles,
Louisiana.


UNIFLEX: Gets Court Nod for $750,000 of Interim DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Uniflex, Inc.'s motion to obtain $750,000 of
postpetition financing and to continue using its secured lenders'
cash collateral to finance ongoing operations while restructuring
under chapter 11 of the Bankruptcy Code.

The Debtor has obtained Court authority to borrow up to $750,000
postpetition from JPMorgan Chase Bank and to continue using
JPMorgan's cash collateral securing the prepetition debt.  

As of the Petition Date, Uniflex discloses that it owes the
Prepetition Secured Lenders $13,175,667.  The Debtor tells the
Court that the prepetition debt is adequately secured with valid,
binding, perfected, enforceable, first-priority liens and security
interests.  

The Court finds good cause to grant the Debtor an order allowing
postpetition borrowing.  The Debtor needs the Financing and needs
access to Cash Collateral in order to, among other things:

   (i) permit the orderly continuation of the operation of its
       business,

  (ii) maintain business relationships with vendors, suppliers
       and customers,

(iii) make payroll,

  (iv) make capital expenditures, and

   (v) satisfy other working capital and operational needs.

It is clear that the Debtor's access to capital is vital to the
preservation and maintenance of its going concern value and its
successful reorganization.

The Debtor has also been unable to obtain financing on more
favorable terms from sources other than the DIP Lenders and is
unable to obtain adequate unsecured credit allowable under Section
503(b)(1) as an administrative expense. The Debtor further reports
that it is unable to obtain secured credit allowable under
Sections 364(c)(1), (2) and (3).

The Bankruptcy Court finds that the Financing has been negotiated
in good faith and at arm's length between the Parties and appears
to be fair and reasonable.

The DIP Lenders will be afforded superpriority claims that
constitute allowed claims against the Debtor with priority over
any and all administrative expenses, diminution claims, and all
other claims against the Debtor. Additionally, the DIP Lenders'
interest is secured with first lien on cash balances and
unencumbered property, liens priming Prepetition Secured Lenders'
lien, liens to junior to certain other liens, and liens senior to
certain other liens.

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.


UAL CORP: Flight Attendants Comment on Pension Payment Deferral
---------------------------------------------------------------
United Airlines Flight Attendant Master Executive Council
President Greg Davidowitch, of the Association of Flight
Attendants-CWA, AFL-CIO, issued the following statement regarding
United's deferred decision on whether to pay the quarterly minimum
funding contributions to its pension plans:

"Following the Air Transportation Stabilization Board's recent
denial of a loan guarantee, we find ourselves at a critical
juncture in United's bankruptcy. Management's deferral of pension
payments as opposed to termination of the pension plans,
underscores the importance and recognition of not making the kind
of decision that would destroy the long term prospects of our
company.

"During the 2003 Section 1113 process, which yielded $314 million
in annual cost savings from Flight Attendants, we made pension
changes totaling $45 million per year primarily affecting those at
retirement age. United Airlines now enjoys success with a
competitive edge and customer confidence because of the hard work
of Flight Attendants. Placing additional concessions on the radar
screen would put the reorganization in jeopardy."

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.


UAL CORP: Raises International Fares Due To Rising Fuel Costs
-------------------------------------------------------------
United Airlines (OTCBB: UALAQ) announced a 5 percent fare increase
on most flights to international destinations that originate in
the U.S. The fare increase has been put in place to help offset
the impact of escalating fuel costs.

"Escalating Fuel prices are a growing concern throughout the
airline industry," said John Tague, executive vice president-
Marketing, Sales and Revenue.  "We must take the necessary steps
to manage our exposure to this unprecedented rise in expense."

The fare increase applies to all published non-sale fares on
flights to international destinations that originate in the United
States, including United First and United Business fares,
Unrestricted and discounted United Economy fares and most
consolidator fares.

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)   


URS CORP: Awarded $69.5 Million Air Force Environmental Contracts
-----------------------------------------------------------------
URS Corporation's (NYSE: URS) URS Division has been awarded two
indefinite delivery/indefinite quantity contracts to provide
environmental services at Hill Air Force Base and adjoining
properties in Salt Lake City, Utah. Under the terms of the
contracts, as specific task orders are issued by Hill Air Force
Base, URS will provide services including operations and
maintenance, environmental monitoring, emergency removal actions,
pollution prevention initiatives and construction management. The
combined maximum value of the contracts is $69.5 million.

The two contracts awarded to URS include:

   -- A ten-year contract with a maximum value of $48.8 million to
      provide operations and maintenance services for
      environmental remediation sites at Hill Air Force Base or on
      adjoining properties; and

   -- A five-year re-compete contract with a maximum value of
      $20.7 million to provide construction management services
      also at environmental remediation sites at Hill Air Force
      Base or on adjoining properties.

Commenting on the contract awards, Gary V. Jandegian, President,
URS Division, said: "These two contracts are significant wins for
our URS Division, which has a long history of providing superior
environmental services to both private- and public-sector clients,
including the U.S. Department of Defense. The contracts represent
an expansion of our services at Hill Air Force Base, where our URS
Division has been providing environmental services, and recently
assisted the Air Force in designing and constructing a 57,000-
square-foot corrosion control facility for the C-130 Hercules
aircraft. We look forward to continuing to support the Air Force's
important initiatives at Hill Air Force Base and around the
globe."

URS Corporation offers a comprehensive range of professional
planning and design, systems engineering and technical assistance,
program and construction management, and operations and
maintenance services for surface transportation, air
transportation, rail transportation, industrial process,
facilities and logistics support, water/wastewater treatment,
hazardous waste management and military platforms support.
Headquartered in San Francisco, the Company operates in more than
20 countries with approximately 26,000 employees providing
engineering and technical services to federal, state and local
governmental agencies as well as private clients in the chemical,
manufacturing, pharmaceutical, forest products, mining, oil and
gas, and utilities industries http://www.urscorp.com/

                        *   *   *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit and senior secured bank loan ratings on URS Corp. to 'BB'
from 'BB-'. At the same time, Standard & Poor's raised the senior
unsecured and senior subordinated debt ratings to 'B+' from 'B'.
The ratings were removed from CreditWatch, where they were placed
on March 31, 2004. The outlook is positive.

"The upgrade reflects decreased leverage and improved financial  
flexibility upon completion of URS' equity offering as well as the  
expectation that the company will exercise a somewhat less
aggressive financial policy in the future," said Standard & Poor's  
credit analyst Heather Henyon. "Management's commitment to a more  
conservative financial profile could lead to metrics exceeding  
Standard & Poor's expectations in the intermediate term,  
potentially leading to a ratings upgrade."


W.R. GRACE: Insurers Complain No Plan Negotiations to Date
----------------------------------------------------------
Insurers of W.R. Grace & Co., and its debtor-affiliates, Shelly A.
Kinsella, Esq., at Cozen O'Connor in Wilmington, Delaware, tells
the U.S. District Court, expect that the Debtors will look to
their unexhausted insurance policies to provide a substantial
source of funding for any section 524(g) trusts designed to
compensate asbestos claimants.  The Insurers are ready and willing
to meet with the Debtors, the tort claimants, and the
other constituencies to negotiate a consensual plan of
reorganization, either face to face, or through the auspices of a
mediator.

Ms. Kinsella reminds the Court that the insurance policies
typically give the Insurers the right to control or participate
in the defense and settlement of claims.  Furthermore, the
policies make it clear that the Insurers are not obligated to
indemnify the Debtors for settlements entered into without the
Insurers' written consent.  Moreover, the policies expressly
prohibit their assignment without the Insurers' consent, and
obligate the Debtors to cooperate and assist in the defense of
all claims for which they seek coverage.  The Court, and all the
other participants, "may expect that the Insurers will appear to
be heard in connection with those aspects of the bankruptcy cases
where these contractual interests are, or may be, implicated,"
Ms. Kinsella warns.

                 Insurers Might Agree to a Plan

The Insurers may well agree, in the context of a consensual,
negotiated resolution, to compromise certain of their contractual
rights, Ms. Kinsella says.  Hence, the Insurers' participation in
the negotiations leading up to any proposed plan is necessary to
avoid the extended and contentious proceedings that have occurred
in other bankruptcy cases where insurance companies were
purposefully excluded from the negotiation process, presented
with a purported fair plan that trampled on their rights, and
then forced to resort to litigation to defend those rights.

Congress has expressly recognized that insurance companies
frequently play a central role in the successful reorganization
of debtors plagued by mass assertions of asbestos tort liability.  
Liability insurers are among the narrow categories of non-debtor
entities that Congress has authorized to benefit from a
channeling injunction in exchange for their contribution of
"appropriate consideration" to the trust.  The Insurers are
desirous of obtaining their statutory benefits of inclusion in a
channeling injunction.  Toward that end, the Insurers are
prepared to participate in the negotiation of a plan that
includes them in the scope of the channeling injunction, and
directs them to supply mutually agreeable consideration to the
trust in return -- but they are also prepared to raise issues
relating to their statutory interests where appropriate. (W.R.
Grace Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WEIRTON STEEL: First Amended Plan Provides for Liquidating Trust
----------------------------------------------------------------
According to Robert Fletcher, authorized agent of Weirton Steel
Corporation, on the Effective Date, a trust agreement will be
executed.  All other necessary steps will be taken to establish
the Liquidating Trust and the beneficial interests, which will be
for the benefit of all creditors and parties-in-interest entitled
to receive a distribution under the Plan.  In the event of any
conflict between the terms of the Plan and the terms of the Trust
Agreement, the terms of the Trust Agreement will govern.

A. Purpose of the Liquidating Trust

   The Liquidating Trust will be established for the sole purpose
   of liquidating and distributing its assets, in accordance with
   Treasury Regulation section 30.1.7701-4(d), with no objective
   to continue or engage in the conduct of a trade or business.

C. Liquidating Trust Assets

   The Liquidating Trust will consist of the Liquidating Trust
   Assets.   Any Cash or other property received from third
   parties from the prosecution, settlement, or compromise of any
   Cause of Action or otherwise will constitute Liquidating Trust
   Assets for purposes of distributions under the Liquidating
   Trust.  On the Effective Date, the Liquidating Trust Assets
   will automatically vest in the Liquidating Trust as set forth
   in Section 10.1 of the Plan, free and clear of all liens,
   claims and encumbrances.

D. Governance of Liquidating Trust

   The Liquidating Trust will be governed by the Liquidating
   Trustee in accordance with the Trust Agreement and consistent
   with the Plan.

E. The Liquidating Trustee

   The Liquidating Trust will be governed by the Liquidating
   Trustee in accordance with the Trust Agreement and consistent
   with the Plan.  The Liquidating Trustee will be designated on
   or before the Effective Date by Weirton.  The designation of
   the Liquidating Trustee will be effective on the Effective
   Date without the need for a further order of the Bankruptcy
   Court.  Robert C. Fletcher, Weirton's current Authorized
   Agent, is eligible to be selected as the Liquidating Trustee.

F. Non-transferability of Liquidating Trust Interests

   The beneficial interests in the Liquidating Trust will not be
   certificated and are not transferable except as otherwise
   provided in the Trust Agreement.

G. Cash

   The Trustee may invest Cash as permitted by Section 345 of the
   Bankruptcy Code; provided, however, that the investments are
   investments permitted to be made by a liquidating trust within
   the meaning of Treasury Regulation section 301.7701-4(d) or
   under applicable Internal Revenue Service guidelines, rulings,
   or other controlling authorities.

H. Costs and Expenses of the Liquidating Trustee

   The costs and expenses of the Liquidating Trust, including the
   fees and expenses of the Liquidating Trustee and its retained
   professionals, will be paid out of the Liquidating Trust
   Assets.  The costs and expenses will be considered
   administrative expenses of Weirton's estates.

I. Compensation of the Liquidating Trustee

   The Liquidating Trustee will be entitled to reasonable
   compensation, which will be on the same economic terms as the
   compensation previously authorized by the Bankruptcy Court to
   be paid to the Authorized Agent.

J. Distribution of Liquidating Trust Assets

   The Liquidating Trustee will distribute at least annually and
   in accordance with the Trust Agreement, beginning on the
   Effective Date or as soon thereafter as is practicable, the
   Liquidating Trust Assets on hand, except amounts:

      (i) as would be distributable to a holder of a Disputed
          Claim if the Disputed Claim had been allowed prior to
          the time of the distribution, but only until the claim
          is resolved;

     (ii) as are reasonably necessary to meet contingent
          liabilities and to maintain the value of the
          Liquidating Trust Assets during liquidation;

    (iii) to pay reasonable expenses, including any taxes imposed
          on the Liquidating Trust or in respect of the
          Liquidating Trust Assets; and

     (iv) to satisfy other liabilities incurred by the
          Liquidating Trust in accordance with the Plan or the
          Trust Agreement.

K. Retention of Professionals by the Liquidating Trustee

   The Liquidating Trustee may retain and reasonably compensate
   counsel and other professionals to assist in its duties as
   Liquidating Trustee on the terms as the Liquidating Trustee
   deems appropriate without Bankruptcy Court approval.  The
   Liquidating Trustee may retain any professional who
   represented parties-in-interest in the Chapter 11 Case.

L. Federal Income Tax Treatment of Liquidating Trust

   (1) Liquidating Trust Assets Treated as Owned by Creditors

       For all federal income tax purposes, all parties will
       treat the transfer of the Liquidating Trust Assets to the
       Liquidating Trust for the benefit of the beneficiaries,
       whether Allowed on or after the Effective Date, as (A) a
       transfer of the Liquidating Trust Assets directly to the
       holders of satisfaction of the Claims followed by (B) the
       transfer by the holders to the Liquidating Trust of the
       Liquidating Trust Assets in exchange for beneficial
       interests in the Liquidating Trust.  Accordingly, the
       holders of the Claims will be treated for federal income
       tax purposes as the grantors and owners of their shares of
       the Liquidating Trust Assets.

   (2) Tax Reporting

       The Trustee will file returns for the Liquidating Trust as
       a grantor trust pursuant to Treasury Regulation Section
       1.671-4(a) and in accordance with Section 6.1(1) of the
       Plan.  The Trustee will also annually send to each record
       holder of a beneficial interest a separate statement
       setting forth the holder's share of items of income, gain,
       loss, deduction, or credit and will instruct all holders
       to report the items on their federal income tax returns or
       to forward the appropriate information to the beneficial  
       holders with instructions to report the items on their
       federal income tax returns.  The Liquidating Trust's
       taxable income, gain, loss, deduction, or credit will be
       allocated to the holders of Allowed General Unsecured
       Claims in accordance with their relative beneficial
       interests in the Liquidating Trust.

       As soon as possible after the Effective Date, but in no
       event later than 90 days after the Effective Date, the
       Trustee will make a good faith valuation of the
       Liquidating Trust Assets.  The valuation will be made
       available from time to time, to the extent relevant, and
       used consistently by all parties for all federal income
       tax purposes.  The Trustee will also file any other
       statements, returns, or disclosures relating to the
       Liquidating Trust that are required by any governmental,
       unit.  Subject to definitive guidance from the Internal
       Revenue Service or a court of competent jurisdiction to
       the contrary, the Trustee will:

       -- treat any Liquidating Trust Assets allocable to, or
          retained on account of, Disputed General Unsecured
          Claims as held by one or more discrete trusts for
          federal income tax purposes, consisting of separate and
          independent shares to be established in respect of each
          Disputed General Unsecured Claim, in accordance with
          the trust provisions of the Tax Code;

       -- treat as taxable income or loss of the Liquidating
          Trust Claims Reserve, with respect to any given taxable
          year, the portion of the taxable income or loss of the
          Liquidating Trust that would have been allocated to the
          holders of Disputed General Unsecured Claims had the
          Claims been Allowed on the Effective Date;

       -- treat as a distribution from the Liquidating Trust
          Claims Reserve any increased amounts distributed by the
          Liquidating Trust as a result of any Disputed General
          Unsecured Claims resolved earlier in the taxable year,
          to the extent the distributions relate to taxable
          income or loss of the Liquidating Trust Claims Reserve
          determined in accordance with the provisions; and

       -- to the extent permitted by applicable law, report
          consistent with the foregoing for state and local
          income tax purposes.  All holders of General Unsecured
          Claims will report, for tax purposes, consistent with
          the foregoing.

       The Trustee will be responsible for payments, out of the
       Liquidating Trust Assets, of any taxes imposed on the
       Liquidating Trust or the Liquidating Trust Assets,
       including the Liquidating Trust Claims Reserve.  In the
       event, and to the extent, any Cash retained on account of
       Disputed General Unsecured Claims in the Liquidating Trust
       Claims Reserve is insufficient to pay the portion of any
       taxes attributable to the taxable income arising from the
       assets allocable to, or retained on account of, Disputed
       General Unsecured Claims, the taxes will be:

       -- reimbursed from any subsequent Cash amounts retained on
          account of Disputed General Unsecured Claims; or

       -- to the extent the Disputed General Unsecured Claims
          have subsequently been resolved, deducted from any
          amounts distributable by the Trustee as a result of the
          resolutions of the Disputed General Unsecured Claims.

       The Trustee may request an expedited determination of
       taxes of the Liquidating Trust, including the Liquidating
       Trust Claims Reserve, under Section 505(b) of the
       Bankruptcy Code for all returns filed for, or on behalf
       of, the Liquidating Trust for all taxable periods through
       the dissolution of the Liquidating Trust.

M. Dissolution

   The Liquidating Trust and the Liquidating Trustee will be
   discharged or dissolved, as the case may be, at the time as:

      (1) all Disputed General Unsecured Claims have been
          resolved;

      (2) all Liquidating Trust Assets have been liquidated; and

      (3) all distributions required to be made by the
          Liquidating Trustee under the Plan have been made,

   but in no event will the Liquidating Trust be dissolved later
   than 12 months from the Effective Date unless the Bankruptcy
   Court, upon motion within the two-month period prior to the
   12-month anniversary, determines that a fixed period extension
   is necessary to facilitate or complete the recovery and
   liquidation of the Liquidating Trust Assets or the dissolution
   of Weirton.

N. Indemnification of Liquidating Trustee

   The Liquidating Trustee or the individuals comprising the
   Liquidating Trustee, and the Liquidating Trustee's agents and
   professionals, will not be liable for actions taken or omitted
   in its capacity as, or on behalf of, the Liquidating Trustee,
   except those acts arising out of its or their own willful
   misconduct, gross negligence, bad faith, self-dealing, breach
   of fiduciary duty, or ultra vires acts.  Each will be entitled
   to indemnification and reimbursement for fees and expenses in
   defending any and all of its actions or inactions in its
   capacity as, or on behalf of, the Liquidating Trustee.

   Any indemnification claim of the Liquidating Trustee will be
   satisfied first from the Trustee Expense Fund and then from
   the Liquidating Trust Assets.  The Liquidating Trustee will be  
   entitled to rely, in good faith, on the advice of its retained  
   professionals.

           Liquidating Trustee's Post-Confirmation Role

All Weirton's rights and obligations under the Plan that continue
on or after the Effective Date will vest in the Liquidating
Trustee and will be rights and obligations exercisable by the
Liquidating Trustee on and after the Effective Date.  
Furthermore, the Liquidating Trustee will perform each of the
acts as soon as practicable on or after the Effective Date:

A. General Powers

   The Liquidating Trustee will have the power and authority to:

      (1) hold, manage, sell, and distribute the Liquidating
          Trust Assets in accordance with the Plan;

      (2) prosecute and resolve, in the name of the Debtor and
          the name of the Liquidating Trustee, the Causes of
          Action;

      (3) prosecute and resolve objections to Disputed Claims;

      (4) perform other functions as are provided in the Plan;
          and

      (5) administer the closure of the Chapter 11 Cases.

B. Payments and Transfers

   On the Effective Date, or as soon as practicable, the
   Liquidating Trustee will make payments and transfers to
   holders of Allowed Claims to claimants in the manner set forth
   in the Plan.

C. Administration of Taxes

   After the certificate of cancellation, dissolution, or merger
   for Weirton has been filed in accordance with Section 6.6(e)
   of the Plan, the Liquidating Trustee will be authorized to
   exercise all powers regarding Weirton's tax matters, including
   filing tax returns, to the same extent as if the Liquidating
   Trustee were the debtor-in-possession.  The Liquidating
   Trustee will:

      (1) complete and file within 90 days of the filing for
          dissolution by Weirton, to the extent not previously
          filed, Weirton's final federal, state, and local tax
          return;

      (2) request an expedited determination of any unpaid tax
          liability of Weirton under Section 505(b) for all tax
          periods of Weirton ending after the Petition Date
          through the liquidation of Weirton as determined under
          applicable tax laws, to the extent not previously
          requested; and

      (3) represent the interest and account of Weirton before
          any taxing authority in all matters, including any
          action, suit, proceeding, or audit.

D. Claims Administration and Prosecution and Plan Distributions

   The Liquidating Trustee will have the power and authority to
   prosecute and resolve objections to Disputed Administrative
   Expense Claims, Disputed Priority Tax Claims, Disputed Other
   Secured Claims, and Disputed Priority Non-Tax Claims.  The
   Liquidating Trustee will also have the power and authority to
   hold, manage, and distribute Plan distributions to the holders  
   of Allowed Claims consistent with applicable provisions of the
   Plan.

   All Insurance Claims that arose prior to the Petition Date
   will be deemed allowed in the greater of:

   (1) an amount equal to the amount of any remaining self-
       insured retention under the Insurance Policy applicable to
       the Insurance Claim, divided by the number of Insurance  
       Claims to which the applicable Insurance Policy and self-
       insured retention applies; and

   (2) $0.

E. Dissolution

   On the completion of the acts required by the Plan to create
   the Liquidating Trust and to appoint the Liquidating Trustee,
   Weirton will be deemed dissolved for all purposes without the
   necessity for any other or further actions to be taken by or
   on behalf of Weirton.  Weirton will file with the office of
   the Secretary of State of Delaware a certificate of
   cancellation or dissolution. (Weirton Bankruptcy News, Issue
   No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WOMEN FIRST: 5-Member Unsecured Creditors Committee Appointed
-------------------------------------------------------------
The Acting United States Trustee for Region 3 appointed five
creditors to serve on an Official Committee of Unsecured Creditors
in Women First Healthcare, Inc.'s Chapter 11 case:

      1. Elan Pharma International Limited
         Attn: Liam Daniel
         c/o Lincoln House, Lincoln Place
         Dublin 2, Ireland
         Phone: 353-1-7094621, Fax: 353-1-6624949;

      2. McKesson Corporation
         Attn: Ivan Meyerson
         One Post Street
         San Francisco, California 94104
         Phone: 415-983-8300;

      3. AmerisourceBergen
         Attn: Harry Chamberlin
         1300 Morris Drive, Suite 100
         Chesterbrook, Pennsylvania 19087
         Phone: 610-727-7000, Fax: 610-727-3603;

      4. QK Healthcare, Inc.
         Attn: Alfred R. Paliani
         2060 9th Avenue
         Ronkonkoma, New York 11779
         Phone: 631-439-2000, Fax: 631-439-2262; and

      5. Hoffman-LaRoche, Ind.
         Attn: John E. Kraker
         340 Kingsland St.
         Nutley, New Jersey 07110
         Phone: 973-562-2606, Fax: 973-562-2626.

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

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- http://www.womenfirst.com/-- is a specialty  
pharmaceutical company dedicated to improve the health and
well-being of midlife women. The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Michael R. Nestor, Esq., and Sean Matthew Beach, Esq., at Young
Conaway Stargatt & Taylor represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $49,089,000 in total assets and
$73,590,000 in total debts.


WORLDCOM INC: Agrees to Resolve Pending Maryland Tax Litigation
---------------------------------------------------------------
On February 23, 1996, the State of Maryland Comptroller of
Treasury issued an income tax assessment against the Worldcom Inc.
Debtors for the taxable period March 31, 1991 through March 31,
1993 for $4,708,859.  The assessment included $2,765,518 in
assessed taxes and penalties and $1,943,026 in interest.

The Debtors appealed the Assessment to the Maryland Tax Court.  
On April 26, 1999, the Maryland Tax Court reversed the
Assessment.  The Comptroller appealed the ruling to the Circuit
Court for Baltimore City, in Maryland.  On March 17, 2000, the
Circuit Court affirmed the ruling of the Maryland Tax Court.

On April 4, 2000, the Comptroller appealed the ruling of the
Circuit Court to the Maryland Court of Appeals.  The Appeal
remained pending until it was stayed as a result of the Debtors'
bankruptcy filing on July 21, 2002.

The Comptroller filed proofs of claim against the Debtors'
estate, which include asserted priority tax claims based on the
Assessment.  Claim No. 21201 includes asserted liability arising
from the Assessment.

The Debtors' Plan enjoined all entities holding Claims and Equity
Interests from:

   (a) commencing or continuing in any manner, any action or
       other proceeding of any kind against the Debtors or
       Reorganized Debtors with respect to any of the Claim or
       Equity Interest;

   (b) enforcing, attaching, collecting, or recovering by any
       manner or means of any judgment, award, decree, or order
       against the Debtors or Reorganized Debtors on account of
       any of the Claim or Equity Interest;

   (c) creating, perfecting, or enforcing any encumbrance of any
       kind against the Debtors or Reorganized Debtors or against
       the property or interests in property of the Debtors or
       Reorganized Debtors on account of any the Claim or Equity
       Interest;

   (d) commencing or continuing in any manner any action or other
       proceeding of any kind with respect to any Claims and
       Causes of Action, which are extinguished or released
       pursuant to the Plan; and

   (e) taking any actions to interfere with the implementation
       of the Plan.

Currently, the Debtors and the Comptroller want the Court of
Appeals to hear the appeal from the Circuit Court Ruling.

Accordingly, the parties agree that:

   (a) Notwithstanding the Plan Injunction, the Assessment on
       appeal pending in the Maryland Court of Appeals may be
       litigated to a conclusion, including:

          (1) the issuance of an opinion and mandate by the
              Maryland Court of Appeals;

          (2) any further proceedings in the lower courts ordered
              by the Court of Appeals, and any subsequent appeal
              of those proceedings authorized by Maryland law;
              and

          (3) if desired by either party, application for
              certiorari to the United States Supreme Court;

   (b) If and when any order affirming any portion of the
       assessment becomes final, and not subject to further
       review, the appropriate amount will be payable to the
       Comptroller.  The amount, timing and manner of the
       payment, including interest, will occur pursuant to the
       Plan;

   (c) If there is a final decision adverse to the Comptroller,
       and not subject to further review, any and all claims
       before the Bankruptcy Court based on the Assessment will
       be disallowed, waived, released and expunged; and

   (d) The Plan Injunction remains in full force and effect.

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)  


WRENN ASSOCIATES: Committee Hires Luebberman as Consultant
----------------------------------------------------------
The Official Unsecured Creditors Committee for Wrenn Associates,
Inc.'s chapter 11 case sought and obtained approval from the U.S.
Bankruptcy Court for the District of New Hampshire to employ
Thomas Luebberman as construction consultant.

The Committee believes that Mr. Luebberman, who has had
considerable experience in the construction industry and in cases
and proceedings under the Code, is well qualified to assist the
Committee in the Case.

Mr. Luebberman will:

   a. advise and assist the Committee with respect to all
      financial matters and proceedings arising in, under or
      related to the Case;

   b. advise and assist the Committee in reviewing the financial
      reports and records of the Debtor;

   c. advise and assist the Committee on the profitability
      analysis of Debtor's respective jobs;

   d. advise the Committee on the progress of each of the
      Debtor's respective jobs;

   e. advise and assist the Committee on the terms and
      conditions of the Debtor's construction contracts; and

   f. advise and assist the Committee on Debtor's prospect of
      reorganizing.

Mr. Luebberman will charge the estate $125 per hour and has agreed
that he will not incur more than $5,000 in fees until and unless
there is further order of the Court allowing him to do so.

Headquartered in Merrimack, New Hampshire, Wrenn Associates, Inc.
-- http://www.wrenn.com/-- is a construction management firm.   
The Company filed for chapter 11 protection on
May 25, 2004 (Bankr. S.D.N.Y. Case No. 04-13589).  Jeffrey M.
Sponder, Esq. at  Riker, Danzig, Scherer, Hyland & Perretti, LLP,
represents the Debtors.  When the Company filed for protection
from its creditors, it listed $39,052,000 in total assets and
$132,072,000 in total debts.


* Brown Rudnick Expands New York Office with Boris Ziser
--------------------------------------------------------
Boris Ziser, former partner at Baker & McKenzie, has joined the
Structured Finance Group of Brown Rudnick, a premier international
law firm, in its New York office. The addition of Mr. Ziser serves
to further strengthen Brown Rudnick's growing structured finance
practice, while continuing the firm's expansion in New York.

To his new position at Brown Rudnick, Mr. Ziser brings more than
10 years of experience in public and private mortgage-backed and
asset-backed securitizations, warehouse facilities, commercial
paper conduits and related transactions. Mr. Ziser's practice
encompasses commercial mortgage-backed transactions (including
commercial mortgage conduits, single-property and single-
borrower/multi-property transactions), as well as a variety of
asset classes such as equipment leases, auto loans and franchise
loans, in addition to esoteric asset classes such as timeshare
loans, life settlements and intellectual property. Across these
diverse areas, Mr. Ziser represents issuers, investors, lenders,
borrowers, underwriters and placement agents.

"We are very pleased to welcome Mr. Ziser to the firm," remarks
Joseph Ryan, CEO of Brown Rudnick. "His addition to the team
advances not only our strategy to develop our structured finance
practice but also our plans to broaden our presence in New York."

Brown Rudnick's internationally recognized Structured Finance
Group provides services for all types of structured finance and
securitization transactions. This team has developed special
expertise for structuring and implementing securitization programs
involving asset classes that are new to the securitization market.
Leading-edge work has included the development of the earliest and
largest credit tenant loan program in the early 1990s and the
creation of a national program for securitizing or monetizing the
legal fees awarded to the outside counsel to the states in the
1998 settlement of litigation against the tobacco industry. The
first transaction closed under this program was named Asset-Backed
Securities Deal of the Year for 2001 by the International
Securitisation Report.

The addition of Mr. Ziser to the Structured Finance Group affirms
Brown Rudnick's decision to commit further resources to the
practice as it enters its next phase of growth. The firm looks to
achieve this through a combination of lateral hires for the New
York office and an increased presence of Boston-based structured
finance lawyers in the metro area.

"Mr. Ziser's decision to join the firm signifies a recruiting
success for our growing practice," explains Ron Borod, Chair of
the Structured Finance Group. "His skills and experience will
bring added depth and expertise to our Structured Finance
practice, both in traditional asset categories and in newer asset
classes for which we are well known. Specifically, Mr. Ziser's
experience in IP securitization and life settlement securitization
enhances our current strategy to develop structured finance
programs in those spaces."

This announcement follows Brown Rudnick's June notice that David
Blea, former partner at Morgan Lewis, and Ada Clapp, formerly of
Schulte Roth & Zabel also joined the firm's New York office. Mr.
Blea, a partner in the Corporate Department, focuses his practice
in the field of private equity, and Ms. Clapp is a partner in the
firm's Trusts & Estates Group. Brown Rudnick also announced in
April that it has opened an office in Washington, DC where two
senior Capitol Hill advocates, Michael Lewan and Doyce Boesch, are
new principals in the firm.

            About Brown Rudnick Berlack Israels LLP

Brown Rudnick is a full-service, international law firm with
offices in the United States and Europe. The firm's 200 attorneys
provide representation across key areas of the law: Project and
Structured Finance, Bankruptcy & Corporate Restructuring,
Corporate Finance, Corporate & Securities, Energy, Intellectual
Property, Government Law & Strategies, Health Care, Real Estate,
Complex Litigation and Trusts & Estates. Combining a dedication to
excellence with the implementation of sophisticated technologies,
Brown Rudnick provides its clients with a breadth and depth of
expertise uniquely suited to their legal needs.

The Brown Rudnick Center for the Public Interest is a measure of
the Firm's strong commitment to the community and serves as an
umbrella entity encompassing the Firm's pro bono legal work,
charitable giving, community involvement and public interest
efforts.


* J. Douglas Baldridge Joins Venable LLP's Wash. Office as Partner
------------------------------------------------------------------
Venable LLP has bolstered its already strong national litigation
practice with the addition of J. Douglas Baldridge, a highly
experienced litigator who has tried 17 significant matters to a
verdict during his 17-year career. Mr. Baldridge becomes a partner
in Venable's Washington, DC office.

Mr. Baldridge litigates across an enormous range of legal areas
and represents entities in many industry sectors; his clients have
included several of the largest companies in the United States.

Mr. Baldridge moves to Venable from the Washington, DC office of
Howrey, Simon, Arnold & White, LLP, where last year he won several
in-house and external awards for his work. His firm named him pro
bono partner of the year for his work on voting rights issues,
which included an ongoing suit brought under the Americans with
Disabilities Act on behalf of blind voters in Florida.

"Douglas Baldridge is one of those special litigators who not only
can lead a trial team, but can do so for virtually any type of
client in cases involving almost any legal issue," said Venable
partner G. Stewart Webb, Jr., who heads the firm's Litigation
Division. "In addition to strong commercial work, he's remained
extremely active in social justice cases," added Mr. Webb.

"Although my trade is litigation, it's a great opportunity for me
to move to a firm that has a broad-based corporate and
institutional practice, as well as a strong presence in
Washington," said Mr. Baldridge. "In addition, the firm is
committed to allowing me to pursue pro bono work," he added.

Venable's litigation practice includes securities matters, white
collar and corporate defense, labor and employment, construction,
product liability and toxic torts, intellectual property, and
appellate work.

Among Mr. Baldridge's recent litigation matters:

   -- Private antitrust. Defense of a Fortune 10 consumer products
      company and defense of a Fortune 20 household products
      manufacturer against Sherman Act and RICO claims in several-
      month-long jury trials.

   -- Governmental antitrust. Defense of various merger candidates
      against Justice Department and Federal Trade Commission
      challenges.

   -- Intellectual Property. Representation of a Fortune 10 oil
      company in patent infringement dispute; defense of an
      international publisher against Copyright Act claims;
      defense of an international publisher in several matters
      against claims for trademark infringement and false
      advertising.

   -- Toxic Torts. Defense of residential real estate developer
      against claims arising from the U.S. Army's burial of
      chemical weapons during World War I; defense of electrical
      products manufacturer against CERCLA/Superfund claims
      involving disposal of PCBs.

   -- Telecommunications. Representation of a telecom company in
      dispute involving Telco and IDC charges for Internet
      connection and service.

   -- Real Estate and Commercial. Representation of pension fund
      in liquidation of $500 million commercial real estate
      portfolio.

   -- Employment. Defense of international consumer products
      manufacturer and distributor against sex discrimination
      claims; representation of former executive of munitions and
      firearms manufacturer asserting claims for age
      discrimination and wrongful termination.

Mr. Baldridge graduated Phi Beta Kappa from Florida State
University in 1984, and received his J.D. with honors from George
Washington University's National Law Center in 1987. He is
admitted to the Bar in the District of Columbia, Virginia,
Maryland and Florida; and is admitted to practice before numerous
federal courts at all levels, including the U.S. Supreme Court.

As one of America's top 100 law firms, Venable LLP has lawyers
practicing in all areas of corporate and business law, complex
litigation, intellectual property and government affairs. Venable
serves corporate, institutional, nonprofit and individual clients
throughout the U.S. and around the world from its base of
operations in and around Washington, D.C.


* BOOK REVIEW: THE MONEY WARS: The Rise and Fall of the Great
               Buyout Boom of the 1980s
-------------------------------------------------------------
Author:     Roy C. Smith
Publisher:  Beard Books
Softcover:  370 pages
List Price: $34.95

Own your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt

Review by: David M. Henderson

Business is war by civilized means.  It won't get you a tailhook
landing on an aircraft carrier docked in San Diego, but the spoils
of war can be glorious to behold.  

Most executives do not approach business this way.  They are
content to nudge along their behemoths, cash their options, and
pillage their workers. This author calls those managers "inertia
ridden".  He quotes Carl Icahn describing their companies as run
by "gross and widespread incompetent management."

In cycles though, the U.S. economy generates a few business
warriors with the drive, or hubris, to treat the market as a
battlefield.  The 1980s saw the last great spectacle of business
titans clashing.  (The '90s by contrast was an era of the
investment banks waging war on the gullible.) The Money Wars is
the story of last great buyout boom.  Between 1982 and 1988 more
than ten thousand transactions were completed with the United
States alone, aggregating over $1 trillion of capitalization.

Roy Smith has written a breezy read through an important piece of
U.S. history, not just business history, but it is curiously
organized and patched together as if he had written it like pieces
of a puzzle and then stitched them all together.  Two thirds of
the way through the book, after we have been through early
twentieth century business history, and the good ole days of the
Robber Barons, witnessed the growth of financial engineering after
WWII, witnessed the conglomerate era, been through RJR-Nabisco,
and the financial machinations of KKR, we finally meet Michael
Milken.  

I do not subscribe to the "great man in History" methodology.  
History is a mass movement. This is no more obvious than in the
history of markets.  Every now and then an individual comes along
at the right time and place in history who knows exactly where he
or she is in that history, and leaves a world-historical footprint
as a result. As Faulkner said, this is where I was when I moved
again.  Whatever one may think of Milken's ethics or his
priorities, he is the greatest financial genius this country has
produced since J.P. Morgan.

While this book is a must-read for any student of  business who
did not live through the era, the author's a-historical approach
leaves an analytical hole in the middle. Paul Volker is mentioned
once in passing in the context of margin requirements.  The Volker
recession of 1982 is not mentioned. The deregulation of the S & Ls
gets two pages.

No high-flying financial era has ever happened in this country
without the frothy market attracting common criminals, or in some
cases making criminals out of weak, but previously honest men, and
it always seems to be men. Something there is about testosterone
and money.  With so many deals being done, insider trading was
inevitable.  Was Michael Milken guilty of insider trading?  
Probably, but in all likelihood, everybody who attended his lavish
parties called "Predators' Balls" shared the same information.  
Why did the Justice Department go after Milken and his firm,
Drexel Burnham Lambert with such raw enthusiasm? That history has
not yet been written, but Drexel had created a lot of envy and
enemies on the Street.

When a better history of the period is written, it will be a study
in the confluence of forces that made Michael Milken's genius
possible: the sclerotic management of irrational conglomerates, a
ready market for the junk bonds Milken was selling, and a few
malcontent capitalists like  Boone Pickens, Carl Icahn and Ted
Turner who were ready and able to wage their own financial
warfare. That will be a good read and a better movie.

Roy C. Smith is a professor of entrepreneurship, finance, and
international business at NYU, and teaches on the faculty there of
the Stern School of Business.  Prior to 1987 he was a partner at
Goldman Sachs.  He received a B.S. from the Naval Academy in 1960
and an M.B.A. from Garvard in 1966.

                           *********

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 ***