TCR_Public/040720.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 20, 2004, Vol. 8, No. 149

                           Headlines

12TH AVENUE PARTNERS: Voluntary Chapter 11 Case Summary
ACTUANT CORP: 95.7% of 13% Noteholders Agree to Amend Indenture
AIR CANADA: Distributes CCAA Circular and Plan of Arrangement
AIR CANADA: Wants CCAA Order to Include Newly Incorporated Cos.
BULL RUN: Stockholders' Deficit Tops $26 Million at May 31

CATHOLIC CHURCH: Wants to Continue Cash Management System
COEUR D'ALENE: Discusses Mineral Reserves to Canadian Investors
CORNERSTONE FAMILY: S&P Withdraws CCC+ Credit Ratings
COVANTA ENERGY: Object to 21 Mega Bond Insurance Claims
D E MANAGEMENT: Case Summary & 11 Largest Unsecured Creditors

DATAWORLD SOLUTIONS: Changes Name to Defense Technology Systems
ECLIPSE PROPERTIES: Files Liquidating Plan in North Carolina
ENRON CORPORATION: Settles Disputes with 10 Counterparties
ENRON: Sues 20 Creditors To Recover $6.8MM Preferential Payments
FAIRPOINT COMMS: Commences Tender Offers for Public Debt Issues

FEDERAL-MOGUL: Insurers to Appeal Plan Solicitation Procedures
FLEMING: Asks Court to Approve Affiliated Foods, et al., Agreement
FLINTKOTE: Asbestos Committee Gets Nod to Hire Caplin & Dysdale
FOOTSTAR INC: Completes Sale of Shoe Zone Stores to Novus, Inc.
FREEPORT-MCMORAN: S&P Raises Corporate Credit Rating to B+

FRESH CHOICE: Bankruptcy Prompts Nasdaq Nat'l Market Delisting
GEMSTAR TV: Will Release Second Quarter Fin'l Results on Aug. 5
GENTEK INC: Trustee Proposes Adversary Case Mediation Procedures
GLOBAL CROSSING: Wants to Transfer Class Actions to New Jersey
GOLF TRUST: Inks Settlement Pact With Golf Hosts, Inc., et al.

HOLLINGER INT'L: Conrad Black and Hollinger Inc. Pays $30 Million
HOLLINGER INTERNATIONAL: Subsidiary Determines Tender Offer Yield
INDYMAC BANCORP: Completes Acquisition of Financial Freedom
INTERNATIONAL BIOCHEMICAL: Trustee Converts Case to Chapter 7
INTERNET CAPITAL: To Release Q2 Financial Results on August 5

J.L. FRENCH AUTOMOTIVE: S&P Lowers Corp. Credit Rating to CC
LEES CHILDREN LLC: Case Summary & 14 Largest Unsecured Creditors
METALLURG INC: S&P Lowers Ratings To D On Parent's Nonpayment
MIRANT CORP: MirMA Landlords Press For Alternative Rent Payment
MOHEGAN TRIBAL: Commences Sr. Debt Offer & Consent Solicitation

NATIONAL CENTURY: Liquidating Trust Wants Docs. from 24 Banks
NEW HEIGHTS: Wants Nod for Cananwill Premium Finance Agreement
NEWMARKET TECH: Formally Changes Company Name & Ticker Symbol
NORTEK HOLDINGS: S&P Puts Ratings on Watch Negative On Acquisition
NORVERGENCE INC: Closes Doors & Files Chapter 7 Petition in N.J.

NORVERGENCE INC: Involuntary Case Summary
OWENS CORNING: John Hancock & PPM America Provide Status Report
OWENS CORNING: Asbestos Committee Wants Court to Quash Subpoenas
PARMALAT GROUP: Discloses Restructuring Plan's Recovery Ratios
PARMALAT: Plans To Pick Buyer For Argentine Unit By Month-End

PLEJ'S LINEN: Committee Hires Traub Bonacquist as Attorneys
RCN CORP: Directors Turn to Winston & Strawn for Legal Counsel
RELIANCE FINANCIAL: Discloses Bank Claim Holders & Pro Rata Shares
RURAL CELL: To Pay Quarterly Preferred Stock Dividends on Aug. 15
SEALY CORPORATION: Issues Sr. Pay-In-Kind Notes and Common Stock

SHOWCASE AUTO: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: Wants to Pay Letter of Credit Claims
STAR TELECOM: Case Summary & 20 Largest Unsecured Creditors
STILLWATER MINING: S&P Places Ratings on CreditWatch Negative
STRATUS SERVICES: Extends Pref. Stock Exchange Offer to July 31

SUNNY DELIGHT: S&P Withdraws BB- Corporate Credit Rating
TECHNICAL COATINGS: Case Summary & 20 Largest Unsecured Creditors
TELEWEST COMMS: Reports Details of Common Stock Distribution
TENET HEALTHCARE: Completes Sale of Redding Medical Center Assets
TEXAS INDUSTRIES: S&P Revises Outlook To Stable From Negative

TRANSMONTAIGNE: Board Okays UBS Assistance in Evaluating Options
TRANSMONTAIGNE INC: S&P Affirms BB- Ratings & Revises Outlook
TROPICAL SPORTSWEAR: Retains Broker to Market Tampa Facility Sale
VLASIC: 8 More Witnesses Take the Stand in $250M Suit vs. Campbell
VHJ ENERGY LLC: Case Summary & 15 Largest Unsecured Creditors

W. INC.: Case Summary & 20 Largest Unsecured Creditors
WCI STEEL: USWA Ratifies Post-Bankruptcy Emergence Labor Contract
WEIRTON STEEL: Court Approves Amended Disclosure Statement
WEIRTON STEEL: Court Approves Modified Solicitation Procedures
WESTPOINT STEVENS: Wants to Extend Key Employee Retention Plan

WORLDCOM: Agrees to Resolve Illinois Revenue Department Tax Claims
W.R. GRACE: Equity Committee Wants Litigation Protocol Established
WRENN ASSOCIATES: Corwin Serves as Special Litigation Counsel

* Jefferies Expands Restructuring Practice Into Europe

* Large Companies with Insolvent Balance Sheets

                           *********

12TH AVENUE PARTNERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: 12th Avenue Partners, LLC
        4072 East 22nd Street, No. 115
        Tucson, Arizona 85711

Bankruptcy Case No.: 04-03504

Chapter 11 Petition Date: July 13, 2004

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: R. David Sobel, Esq.
                  Leonard Felker Altfeld et al.
                  250 North Meyer Avenue
                  Tucson, AZ 85701-1047
                  Tel: 520-622-7733
                  Fax: 520-622-7967

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ACTUANT CORP: 95.7% of 13% Noteholders Agree to Amend Indenture
---------------------------------------------------------------
As of 5:00 p.m. New York City time, on July 15, 2004, Actuant
Corporation reported it had received valid tenders and consents
from holders of $27,974,000 aggregate principal amount of its 13%
Senior Subordinated Notes due 2009 (CUSIP No. 00508WAB2), which
amount represents 95.7% of the outstanding principal amount of the
Notes, in connection with the previously announced cash tender
offer and consent solicitation for the Notes. This satisfies the
Requisite Consents Condition as defined in Actuant's Offer to
Purchase and Consent Solicitation Statement dated July 1, 2004.

Notes tendered on or prior to the Consent Time may no longer be
withdrawn and the related consents may not be revoked, except in
the limited circumstances described in the Offer to Purchase.
Accordingly, Actuant and the trustee under the indenture intend to
promptly execute and deliver a supplemental indenture containing
the proposed amendments described in the Offer to Purchase, which
will eliminate substantially all restrictive covenants and certain
event of default provisions. The proposed amendments will not
become operative, however, unless and until Actuant accepts the
Notes for purchase in accordance with the terms and subject to the
conditions set forth in the Offer to Purchase. If the proposed
amendments become operative, holders of all the Notes then
outstanding will be bound thereby.

A consent payment of $30 per $1,000 principal amount of the Notes
will be paid to holders of Notes who validly tendered and did not
withdraw such Notes prior to the Consent Time, if and only if
Actuant accepts for payment Notes tendered in the tender offer.
Holders whose valid tenders are received after the Consent Time,
but prior to the expiration of the tender offer, which is 5:00
p.m., New York City time, on July 30, 2004, will receive only the
tender offer consideration (as described in the Offer to
Purchase), but not the Consent Payment.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to
any securities. The offer is being made solely pursuant to the
Offer to Purchase.

                     About the Company  
  
Actuant, headquartered in Milwaukee, Wisconsin, is a diversified  
industrial company with operations in more than 20 countries. The  
Actuant businesses are leading companies selling highly engineered  
position and motion control systems and branded tools. Products  
are offered under such established brand names as Dresco, Enerpac,  
Gardner Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen  
Sessions, Power-Packer, and Power Gear.  
  
                         *   *   *  
  
As reported in the Troubled Company Reporter's May 5, 2004  
edition, Standard & Poor's Ratings Services assigned its 'BB'  
rating to the $250 million senior revolving credit facility of  
Actuant Corp. (BB/Stable/--). Proceeds from the credit facility,  
maturing Feb. 19, 2009, were used to refinance the company's  
existing secured revolving credit facility.


AIR CANADA: Distributes CCAA Circular and Plan of Arrangement
-------------------------------------------------------------
Air Canada provides this update on the airline's restructuring
under the Companies' Creditors Arrangement Act:

After ratifying labour cost savings agreement, the Circular and
Plan of Arrangement is distributed in preparation for August 17,
2004 creditor vote. Following the successful ratification of the
outstanding labour agreement with Air Canada Jazz flight
attendants late Thursday, July 15, 2004, Air Canada has now
satisfied the labour cost savings condition contained in the
Deutsche Bank Standby Purchase Agreement and the GE Capital
Aviation Services Global Restructuring Agreement. Air Canada is
proceeding with all planned activity to meet the September 30,
2004 target for emergence from CCAA.

"I would like to thank the Air Canada Jazz flight attendants for
recognizing the importance of this ratification vote and for
making their vote count," said Robert Milton, President and Chief
Executive Officer. "With all labour agreements now concluded, the
Circular and Plan of Arrangement have been sent to creditors, in
preparation for their vote on the Plan August 17th. These
milestones in our restructuring mark further critical steps
towards Air Canada successfully exiting from CCAA at the end of
September."

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: Wants CCAA Order to Include Newly Incorporated Cos.
---------------------------------------------------------------
The Plan of Compromise and Arrangement contemplates that the new  
corporations to be incorporated by the Air Canada Applicants will
be temporarily governed by boards of directors comprised of Air  
Canada employees.  Pursuant to the Initial Companies' Creditors
Arrangement Act Order, the Applicants' directors and officers
enjoy the protection of a charge -- the Directors' Charge -- over
the Applicants' property.  Since ACE Aviation Holdings, Inc., the
new parent holding company of Air Canada, requires execution of
certificates by its directors to advance the Plan and facilitate
the Applicants' emergence, the Applicants want to extend the
Directors' Charge protection to the directors and officers of the
Newco's.

Against this backdrop, the Applicants ask the CCAA Court to amend  
the Initial Order to provide that, for purposes of the Directors'  
Charge, the term "Applicants" will be deemed to include any  
corporation incorporated for the purpose of effecting the Plan of  
Compromise and Arrangement.

The Applicants transferred certain assets relating to their  
customer loyalty business to Aeroplan Limited Partnership.  In  
view of the assignment of the New Aerogold Agreement to Aeroplan,  
General Electric Capital Canada, Inc., the CCAA Lender, asked the  
Applicants to seek amendment of the Initial Order to clarify that  
its charge will extend to any property assigned among the  
Applicants' affiliates.

Pursuant to the Initial Order, GE Canada currently has a charge  
over all of the Applicants' property other than Returned Aircraft  
Interests.  The present definition of "Applicants' Property" in  
the Initial Order does not capture assets transferred by the  
Applicants.

The Applicants, thus, ask the Court to extend the definition of  
"Applicants" under the Initial Order to include assets  
transferred by an Applicant.

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)


BULL RUN: Stockholders' Deficit Tops $26 Million at May 31
----------------------------------------------------------
Bull Run Corporation (OTC: BULL) reported a net loss of $6.3
million for its third quarter ended May 31, 2004, compared to a
net loss of $4.7 million for the same quarter in the prior fiscal
year. Current year results were unfavorably affected by a $3.3
million non-cash goodwill impairment charge. The net loss for the
nine months ended May 31, 2004 was $9.1 million, compared to a net
loss of $10.9 for the same period in the prior fiscal year.
Revenues from continuing operations for the current year were
$14.3 million for the third quarter and $52.9 million for the nine
months ended May 31, 2004. Prior year revenues from continuing
operations were $18.2 million for the third quarter and $61.6
million for the nine months ended May 31, 2003. Prior year third
quarter and nine-month results also included non-cash non-
operating charges of approximately $1.6 million and $5.1 million,
respectively, attributable to Bull Run's former equity investment
assets, and prior year nine-month results included income of
approximately $5.3 million from a discontinued business segment.

Interest expense for the recently completed third quarter and
nine-month period was $1.1 million and $3.3 million, respectively,
compared to the $1.9 and $6.2 million incurred during the
comparable third quarter and nine-month period of the prior fiscal
year, respectively.

Bull Run, through its wholly-owned operating company, Host
Communications, Inc., provides comprehensive sales, marketing,
multimedia, special event and convention/hospitality services to
NCAA Division I universities and conferences, national/global
associations, and domestic and international grassroots sports and
lifestyle events (including the three-on-three basketball "Hoop-
It-Up National Tour" and the "got milk? 3-v-3 Soccer Shootout"
national tour).

Bull Run's common stock is quoted on the Pink Sheets --
http://www.pinksheets.com/-- a centralized quotation service for  
OTC securities, using the symbol "BULL". Additional company
information and stock quotes are available on the Company's
corporate web site at http://www.bullruncorp.com/

At May 31, 2004, Bull Run Corporation's balance sheet shows a
stockholders' deficit of $26,445,000 compared to a deficit of
$27,002,000 at August 31, 2003.


CATHOLIC CHURCH: Wants to Continue Cash Management System
---------------------------------------------------------
The Archdiocese of Portland in Oregon's cash management system is  
maintained through a well-established banking relationship and a  
series of related accounts, which allow the Debtor to manage and  
control receipts and disbursements and to account for all  
transactions.

Thomas W. Stilley, Esq., at Sussman Shank, LLP, in Portland,  
Oregon, relates that the Cash Management System constitutes an  
ordinary course and essential business practice, and provides  
significant benefits to the Debtor including, among other things,  
the ability to:

   * control funds;

   * ensure the maximum availability of funds when necessary;

   * reduce administrative expenses and operational disruption by
     facilitating the movement of funds and the development of
     more timely and accurate account balance information; and

   * continue accounting practices familiar to the Debtor's staff
     and operational procedures.

The Debtor seeks the permission from Judge Perris in the U.S.
Bankruptcy Court of the District of Oregon to continue using its
existing Cash Management System.

                     Cash Management System

In the ordinary course of its operations, the Debtor deposits  
funds into its operational bank accounts.  The Debtor then  
transfers funds between and among the Operational Bank Accounts  
as may be necessary or appropriate to pay necessary expenses.

The Debtor makes all disbursements to third parties from one of  
the Operational Bank Accounts designated as the General Fund --  
Account No. 370211007015.  The Debtor accounts for all transfers  
between and among the Operational Bank Accounts and reconciles  
the Operational Bank Accounts monthly so that at the end of each  
month the inter-account balances are as close to "zero" as  
possible.

At the end of each day, funds in the Operational Bank Accounts  
are swept into a concentration account and invested overnight in  
a Victory Money Market Account.  The following morning, the funds  
in the Victory Money Market Account are transferred back to the  
Operational Bank Accounts in the same proportion as when they  
were swept the preceding business day.  The Debtor maintains  
accurate and complete accounting records with respect to all  
transactions between and among the existing accounts -- the  
Operational Bank Accounts, the Concentration Account, and the  
Victory Money Market Account -- and with respect to disbursements  
to third parties.

Because of the Debtor's financial structure, Mr. Stilley points  
out that it would be extremely difficult and expensive to  
establish and maintain a separate postpetition cash management  
system.

The Debtor requires the ability to continue to utilize its  
existing Cash Management System so that it may continue its  
operations uninterrupted.  Specifically, the existing Cash  
Management System allows the Debtor to effectively and  
efficiently run its ministries.

Mr. Stilley assures the Court that the Debtor will maintain  
records of all transfers and transactions within the Cash  
Management System to ensure that all transfers and transactions  
will be documented in its books and records.

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)   


COEUR D'ALENE: Discusses Mineral Reserves to Canadian Investors
---------------------------------------------------------------
In conjunction with its previously announced tender offer for
Wheaton River Minerals (TSX: WRM; AMEX), a Canadian company, Coeur
d'Alene Mines Corporation (NYSE: CDE) is presenting its publicly
disclosed reserve and resource data in the standard form used in
Canada under Canadian National Instrument 43-101 (NI 43-101) at
the request of the British Columbia Securities Commission. NI 43-
101 requires a manner of reserve and resource presentation for
Canada that is different than the presentation of the same data
under Securities and Exchange Commission (SEC) requirements in the
United States. The NI 43-101 presentation of this estimated
reserve and resource data does not amend or supersede the
information provided by Coeur in its filings with the SEC under
SEC requirements and Coeur will make such amendments, if any, to
the information previously disclosed in SEC filings only pursuant
to additional SEC filings.

In calculating its mineral resources estimates, Coeur allows for
95 to 100 percent for mine recovery depending upon mining method.
For estimating both mineral reserves and mineral resources, Coeur
utilizes the same metallurgical recovery for each mineral
classification. Additionally, each property has various
metallurgical recoveries depending upon the processing method
employed. Metallurgical recoveries for milling operations range
from 88 to 95 percent for gold and 73 to 96 percent for silver.
Metallurgical recoveries at Coeur's Rochester heap leach operation
in Nevada realizes gold recoveries of 70 to 92 percent for gold
and silver recoveries of 25 to 60 percent, depending upon material
type delivered to the leach pad (run-of-mine or crushed ore).

Coeur conducts exploration for new mineralization and definition
of new mineral resources at each of its properties. Exploration
goals are specific to each property based on results from prior
exploration and production and then funds are allocated to permit
testing of the identified targets. These goals are continuously
updated and evaluated based on results received throughout the
program.

The potential quantity and grade of the mineral deposits that are
to be targets of further exploration at Cerro Bayo, Martha, Silver
Valley and Kensington are conceptual in nature, there has been
insufficient exploration to define the mineral resources on these
properties and it is uncertain if further exploration work will
result in discovery of the mineral resources.

                    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.


CORNERSTONE FAMILY: S&P Withdraws CCC+ Credit Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' corporate
credit and secured bank loan ratings on Cornerstone Family
Services Inc. The company is in the process of being completely
restructured, and it is seeking new financing. There is little
market interest in the rating on the current bank facility, S&P
says.


COVANTA ENERGY: Object to 21 Mega Bond Insurance Claims
--------------------------------------------------------
Covanta Energy Corporation and its debtors affiliates and
subsidiaries ask the U.S. Bankruptcy Court of the Southern
District of New York to disallow and expunge 21 Bond  
Insurance Claims:

   Claimants                            Claim No.         Amount
   ---------                            ---------         ------
   Ambac Insurance Corp.               2793 to 2803  unspecified
   Financial Security Assurance        3090 to 3092  unspecified
   MBIA Insurance Corp.                    2222      $53,320,000
   MBIA Insurance Corp.                    2223       99,960,000
   MBIA Insurance Corp.                    2224       71,400,000
   MBIA Insurance Corp.                    2225       39,180,000
   MBIA Insurance Corp.                    2226      198,050,000
   MBIA Insurance Corp.                    2227      184,400,000
   MBIA Insurance Corp.                    2228       69,617,363

Christine L. Childers, Esq., at Jenner & Block, in Chicago,  
Illinois, relates that the before the Petition Date, the Bond  
Insurance Claimants issued various municipal bond insurance  
policies, pursuant to which they insured the payment of the  
principal and interest on certain bonds issued by municipalities  
to finance the construction and development of projects in which  
the Debtors hold an interest.  The Bond Insurance Claims assert  
contingent claims against the Debtors by way of subrogation to  
the bondholders' rights against the Debtors.

Being contingent claims, Ms. Childers asserts that the Bond  
Insurance Claims must be disallowed under Section 502(c)(1) or  
502(e)(1) of the Bankruptcy Code.

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)    


D E MANAGEMENT: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: D.E. Management, Inc.
        4526 Jupiter Drive
        Salt Lake City, Utah 84124

Bankruptcy Case No.: 04-31212

Chapter 11 Petition Date: July 13, 2004

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Alan R. Stewart, Esq.
                  1366 East Holladay Road
                  Salt Lake City, UT 84117
                  Tel: 801-278-1063

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
W. Randlyn Wilde                         $1,000,000
c/o Michael R. Johnson
15 West South Temple, Ste. 1200
S.L.C., UT 84101

Jon McBride                                $123,509

Cottonwood Landscape, LLC                   $28,425

Wholesale Flooring                           $8,250

Ready Mix Concrete                           $1,200

UTCO Associates, Ltd.                            $0

Robert L. Hobson                                 $0

Washington Mutual Bank                           $0

KRO Investments                                  $0

American Pension Services                        $0

Marianne S. Young                           Unknown


DATAWORLD SOLUTIONS: Changes Name to Defense Technology Systems
---------------------------------------------------------------
DataWorld Solutions, Inc. (OTCBB:DWLD) has legally changed the
Company's name to Defense Technology Systems, Inc. The Company has
been notified by the NASD that effective Friday, July 16, 2004,
the company's stock will begin trading under the ticker symbol
(OTCBB: DFTS).

"We believe our new corporate name better reflects the activities
and focus of the Company," said Phil Rauch, DTS's Chief Operating
Officer. "During the past six months, we have made tremendous
progress, effecting significant improvements to our balance sheet,
regaining our listing on the Nasdaq Over the Counter Bulletin
Board, building new business relationships and attracting
experienced executives to help us grow our security business. This
focus has delivered immediate results, as we recently announced a
key contract with the U.S. Embassy in Tel Aviv, the acquisition of
the patent on the GIL-2001 Security Entrance System and a contract
with Amalgamated Bank in New York City. Our Advisory Board has
begun to generate many opportunities for us through their
extensive relationships. We now believe we are in the position to
capitalize on these opportunities. We have never been in a better
position to grow and build shareholder value."

The Company will continue to manufacture and distribute its data
and cable products through its DataWorld Solutions subsidiary and
develop its security and defense business through its DWS Defense
Systems subsidiary.

              About DataWorld Solutions, Inc.  

DataWorld Solutions, Inc. is a multi-regional manufacturer of  
electronic cable assemblies used in providing connectivity  
solutions for customers operating a wide range of data systems to  
include linking or connecting standard or proprietary electronic  
devices and peripheral components from different vendors to  
provide solutions for various customer equipment configurations  
and requirements. DataWorld adds value by providing connectivity  
solutions, which may include distributed sales for passive  
components such as electronic connectors, electronic wire and  
cable, cabinets and racks and patch panels, and active components  
including hubs, bridges, routers, gateways and modems. DataWorld  
encourages customers to discuss their unique cabling requirements  
with its experienced sales/marketing support team so that cost-
effective solutions can be provided for customer specific needs.  

               Liquidity and Capital Resources

In its Form 10QSB for the quarterly period ended March 31, 2004  
filed with the Securities and Exchange Commission, DataWorld  
Solutions reports:

"The Company has current assets of $252,325 (including $11,192 in  
cash) compared with current liabilities of $6,407,444, resulting  
in a working capital deficit of $6,155,119 as of March 31, 2004.  
In addition, the Company incurred a net loss of $3,161,684 for the  
nine months ended March 31, 2004 and has incurred significant  
net losses in each of the three preceding fiscal years and has a  
stockholder's equity deficit of $6,940,412 at March 31, 2004.  
Such deficits and recurring losses raise questions about the  
Company's ability to continue as a going concern.

"Additionally, the Company's continuation is also threatened by  
the existence of numerous judgments on trade payables, defaults on  
various secured indebtedness and delinquencies on certain tax  
obligations.  These conditions could result in the seizure of  
Company assets and/or its being forced into bankruptcy."


ECLIPSE PROPERTIES: Files Liquidating Plan in North Carolina
------------------------------------------------------------
Eclipse Properties, LLC filed its Liquidating Chapter 11 Plan and
the accompanying Disclosure Statement with the U.S. Bankruptcy
Court for the Eastern District of North Carolina, Raleigh
Division.  Full-text copies of the documents are available for a
fee at:

  http://www.researcharchives.com/bin/download?id=040718203858

                            and

  http://www.researcharchives.com/bin/download?id=040718204318

The Eclipse Properties Debtors believe that under the Plan,
creditors will obtain a greater recovery from the estate that what
could have been available if the Debtor's estate were converted to
chapter 7.

The Plan contemplates that the sale of the Debtor's land will fund
payments required under the Plan. It is expected that all claims
will be paid in full under the Plan.

A summary of the Plan provides for 5 classes of claims and
interests according to their treatment:

   Class               Treatment
   -----               ---------
   1 - Allowed         Will be satisfied in full on or before
       Administrative  the Effective Date, or as agreed. Any
       Expense Claims  disputed claim will be satisfied within
                       five Business Days after entry of a Final
                       Order approving such Claim as an Allowed
                       Administrative Expense Claim, or as may
                       be agreed otherwise.

   2 - Allowed         Will be paid, together with interest at
       Priority Tax    the statutory rate on or before the
       Claims          Effective Date. The Debtor believes there
                       are no Priority Tax Claims.

   3A, 3B, 3C, 3D,     All seven claims will not be altered,
   3E, 3F and 3G -     except that any defaults will be deemed
   Allowed Secured     to have been cured. Will be paid in full
   Claims              on or before the Effective Date.

   4 - Allowed         Will be paid on a prorata basis from
       Unsecured       funds remaining after payment of Class 1,
       Claims          2, 3A, 313, 3C, 3D, 3E, 3F, and 3G
                       claims. It is anticipated that there will
                       be sufficient funds to pay Class 4 claims
                       in full.

   5 - Equity          Will retain their equity interests in the
       Interests       Debtor.

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 CORPORATION: Settles Disputes with 10 Counterparties
----------------------------------------------------------
Pursuant to the Amended Safe Harbor Termination Protocol, the
Enron Corporation Debtors inform the Court that they have reached
settlements with 10 parties with respect to these Contracts:

A. Port Townsend Contracts

    * Confirmation (Swap), dated June 29, 2001, between Enron
      North America Corporation and Port Townsend Paper
      Corporation

    * Revised Confirmation, dated April 3, 2001, between ENA and
      Port Townsend

    * Guaranty, dated March 16, 2001, issued by Enron Corporation
      on ENA's behalf for the benefit of Port of Townsend

B. McCauley Invoices

    * ENA and McCauley Lumber Company, Inc., were parties to one
      or more prepetition transactions wherein ENA sold lumber to
      McCauley.  In connection with the transactions, ENA issued
      certain invoices.

C. Laminados Contract

    * Confirmation (Swap) between ENA and Laminados de Barro,
      S.A. de C.V., dated July 2, 2001

D. Anadarko and Affiliates Contracts

    * ISDA Master Agreement, dated April 9, 1996, between ENA and
      Anadarko Petroleum Corporation

    * Netting Agreement, dated as of August 1, 1998, between ENA
      and Anadarko Energy Services Company

    * Two Base Contracts for Short-Term Sale and Purchase of
      Natural Gas, dated December 1, 1996, between ENA and
      Anadarko Energy Services Company

    * Two Confirmations (Swap), dated October 31, 2000, between
      ENA and Anadarko Energy Services Company

    * ISDA Master Agreement, dated February 10, 1994, between ENA
      and Anadarko ESI Company, formerly known as RME Energy
      Services, Inc., as amended on February 20, 1998

    * Confirmation, dated January 10, 2000, between ENA and
      Anadarko Energy Marketing, Inc.

    * Confirmation, dated October 1, 1996, between ENA and
      Anadarko E&P Company, LP

    * Two contracts between ENA and Norcel Explorer, Inc., now
      known as Anadarko E&P Company, LP

    * AES Invoice No. AT00291 dated November 28, 2001, for
      $436,470

    * Telephonic Confirmation dated September 1, 2001 between ENA
      Upstream and Anadarko Energy Services Company

    * Three Contracts between Clinton Energy Management Service,
      Inc., and Anadarko Energy Services Company

    * Three Enfolio Spot Confirmations between Enron Energy
      Services, Inc., and Anadarko Energy Services Company

    * Ten Guaranties issued for the benefit of Anadarko and its
      affiliates

    * All electronic trading agreements and password applications
      between the Debtors and the Anadarko Entities

E. Cleco Contracts

    * Eight Energy Contracts between various Debtors, and Cleco
      Energy, LLC, and Cleco Marketing & Trading, LLC

    * Guaranty dated March 20, 2001 executed by Enron Corporation
      in favor of Cleco Marketing, Cleco Energy and Cleco Power,
      LLC for $15,000,000

    * Three Guaranties executed by Cleco Corporation in favor of
      the Debtors aggregating $20,000,000

F. PUDJC Contracts

    * Five Gas Futures Confirmation pursuant to Enfolio Firm
      General Terms & Conditions between ENA and Public Utilities
      District of Jefferson and Cocke Counties

G. Tiger Natural Gas Contracts

    * Nine Contracts between Tiger Natural Gas, Inc., and ENA

    * Invoice Nos. 20617SA, 35005SA, 35004SA, 23722SA, 20344SA,
      24988SA, 35618SA, 35010SA, 33509SA, 31718SA, and 35002SA

H. Shell Chemical Contracts

    * Amended Enron Petrochemical Company Confirmation, dated
      July 17, 2000, between Enron Petrochemicals Company, a
      division of Enron Liquid Fuels, Inc., and Shell Chemical
      Company, predecessor to Shell Chemical, LP

    * Special Terms and Conditions for Sale of Products, dated
      September 26, 2001, between Enron Petrochemicals and Shell

    * Ten invoices issued by Shell in connection with the two
      Contracts

I. Northwest Contracts

    * Three Confirmations between ENA and Northwest Natural Gas
      Company

    * Transaction Agreement, dated August 17, 2001, between ENA
      and Northwest Natural Gas, as amended on October 12, 2001

    * All other physical and financial contracts for the delivery
      or forward delivery of energy or energy production
      commodities by and between ENA, Enron Energy Services
      Operations, Inc., Enron Canada Corporation and Northwest
      Natural Gas, dated on or before December 1, 2001

J. Sevier County Contracts

    * Three Enfolio Contracts between ENA and Sevier County
      Utility District

    * Any other contracts between ENA and Sevier Country
      concerning the purchase, sale, exchange or trading of
      physical energy commodities, gas transportation rights, gas
      transportation capacity, power transmission rights, power
      transmission capacity and financial derivatives relating to
      any energy commodity

The Settlements provide that:

    (a) the Counterparties will pay the Debtors the agreed
        settlement payments;

    (b) any and all proofs of claim the Counterparties filed
        against the Debtors are deemed withdrawn with prejudice
        and, to the extent applicable, will be expunged and
        disallowed in their entirety; and

    (c) the Debtors and the Counterparties will exchange mutual
        releases of claims with respect to the Contracts. (Enron
        Bankruptcy News, Issue No. 117; Bankruptcy Creditors'
        Service, Inc., 215/945-7000)


ENRON: Sues 20 Creditors To Recover $6.8MM Preferential Payments
----------------------------------------------------------------
On or within 90 days before the bankruptcy petition date, the
Enron Corporation Debtors made, or caused to be made, transfers to
20 creditors:

    Creditor                                          Amount
    --------                                          ------
    Armstrong Trace                                 $123,199
    Asset Securitization Coop                      4,500,000
    Asten Johnson                                     22,790
    Atlas Power, Inc.                                 80,252
    Atwood & Morrill Co., Inc.                       119,700
    Automotive Rentals, Inc.                         242,628
    Curtiss-Wright Flow Control Service              316,170
    Curtiss-Wright Flight Systems                     75,073
    Cushman & Wakefield, Inc.                         47,562
    Custom Design Marketing                           50,819
    Custom Metals                                     45,100
    Custom Playgrounds Designs                        55,527
    Custom Steel Services, Inc.                       41,307
    Gregg County                                      47,677
    Grinnell Fire Protection                          61,609
    Grubbs, Hoskyn, Barton & Wyatt                    25,281
    Guild Electric                                    21,744
    Hanson Concrete South Contral                    707,102
    Hard Drives Northwest                            191,349
    Harris Rebar                                      24,225
                                               -------------
        TOTAL                                     $6,799,114

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

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

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

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

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

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

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

        -- the Transfers had not been made; and

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

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

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

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

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

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

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

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

Accordingly, the Debtors ask the Court to:

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

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

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

   (iv) award them attorneys' fees, costs and other expenses
        incurred. (Enron Bankruptcy News, Issue No. 117;
        Bankruptcy Creditors' Service, Inc., 215/945-7000)


FAIRPOINT COMMS: Commences Tender Offers for Public Debt Issues
---------------------------------------------------------------
FairPoint Communications, Inc. commenced concurrent cash tender
offers for all of its outstanding:

     -- 9-1/2% Senior Subordinated Notes Due 2008,
     -- Floating Rate Callable Securities Due 2008,
     -- 12-1/2% Senior Subordinated Notes Due 2010 and
     -- 11-7/8% Senior Notes Due 2010.

In conjunction with the tender offers, FairPoint is soliciting
consents from holders of the Notes to effect certain proposed
amendments to the indentures governing such Notes. The tender
offers and consent solicitations are being made pursuant to:

     (i) an Offer to Purchase and Consent Solicitation Statement,
         dated as of July 16, 2004, for the 2008 Notes,

    (ii) a Consent and Letter of Transmittal, dated as of July 16,
         2004, for the 2008 Notes,

   (iii) an Offer to Purchase and Consent Solicitation Statement,
         dated as of July 16, 2004, for the 12-1/2% Notes and
         the 11-7/8% Notes and

    (iv) a Consent and Letter of Transmittal, dated as of July 16,
         2004, for the 12-1/2% Notes and the 11-7/8% Notes.

The tender offers and consent solicitations will expire at 11:59
p.m., New York City time, on August 12, 2004, unless one or more
of such tender offers and consent solicitations are extended.

The purchase price for the 2008 Notes that are validly tendered
and accepted for payment on or prior to the Expiration Date will
be equal to $1,015.42 per $1,000 principal amount of 9 1/2% Notes
and $982.50 per $1,000 principal amount of Floating Rate Notes,
plus any accrued and unpaid interest on the 2008 Notes up to, but
not including, the payment date for such notes.

The purchase price to be paid for each $1,000 in principal amount
of the 12-1/2% Notes validly tendered will be (i) the present
value on the payment date for such Notes of $1,062.50 per $1,000
principal amount of the 12-1/2% Notes (the amount payable on the
first optional redemption date of the 12-1/2% Notes) and all
scheduled interest payments on the 12-1/2% Notes from the payment
date to May 1, 2005, discounted at a rate equal to the sum of (x)
the yield on the 1.625% U.S. Treasury Note due April 30, 2005 and
(y) a fixed spread of 50 basis points, minus accrued and unpaid
interest up to, but not including, the payment date, minus (ii) an
amount equal to the early consent premium. In addition, accrued
and unpaid interest will be paid on the tendered 12-1/2% Notes up
to, but not including, the payment date for such notes.

The purchase price to be paid for each $1,000 in principal amount
of the 11-7/8% Notes validly tendered will be (i) the sum of (a)
35% of $1,118.75 per $1,000 principal amount of the 11-7/8% Notes
(which is the equity claw-back for the 11-7/8% Notes under the
indenture governing such Notes) plus (b) 65% of the present value
on the payment date for such Notes of $1,059.38 per $1,000
principal amount of the 11-7/8% Notes (the amount payable on the
first optional redemption date of the 11-7/8% Notes) and all
scheduled interest payments on the 11-7/8% Notes from the payment
date to March 1, 2007, (discounted at a rate equal to the sum of
(x) the yield on the 2.25% U.S. Treasury Note due February 15,
2007 and (y) a fixed spread of 50 basis points, minus accrued and
unpaid interest up to, but not including, the payment date), minus
(ii) an amount equal to the early consent premium. In addition,
accrued and unpaid interest will be paid on the tendered 11-7/8%
Notes up to, but not including, the payment date for such notes.

In addition to the prices above, an early consent premium of
$20.00 will be paid for each $1,000 in principal amount of the
Notes to holders who tender their Notes and provide their consents
to the proposed amendments to the indentures governing the Notes
at or prior to the early consent premium deadline of 5:00 p.m.,
New York City time, on July 29, 2004 unless extended. Holders of
Notes tendered after the Early Consent Date will not receive an
early consent premium. Notes tendered and consents delivered may
not be withdrawn or revoked after the Withdrawal Date.

Among other things, the proposed amendments to the indentures
governing the Notes would eliminate most of the indentures'
principal restrictive covenants and would amend certain other
provisions contained in the indentures. Adoption of the proposed
amendments requires the consent of the holders of at least a
majority of the aggregate principal amount of the 12-1/2% Notes
outstanding, a majority of the aggregate principal amount of the
11-7/8% Notes outstanding and a majority of the aggregate
principal amount of the 2008 Notes outstanding. Holders who tender
their Notes will be required to consent to the proposed amendments
and holders may not deliver consents to the proposed amendments
without tendering their Notes in the tender offers. Tendered Notes
may be withdrawn and consents may be revoked at any time prior to
the Withdrawal Date, but not thereafter.

The tender offers are subject to several conditions, including,
among other things, FairPoint's completion of its proposed Income
Deposit Securities offering and senior subordinated note offering
and obtaining a new senior secured credit facility; a minimum
tender condition; and a requisite consents and execution of the
supplemental indentures condition. FairPoint expects to complete
the Income Deposit Securities offering and senior subordinated
note offering and obtain a new senior secured credit facility on
or prior to the expiration date of the tender offers. FairPoint
may amend, extend or terminate one or more of the tender offers
and consent solicitations in its sole discretion.

This announcement, the Company cautions, is neither an offer to
purchase nor a solicitation of an offer to sell the Notes.  The
offer and consent solicitation is being made pursuant to each
Offer to Purchase and Consent Solicitation Statement and related
materials, copies of which will be delivered to all noteholders.
Persons with questions regarding the offer and the consent
solicitation should contact:

     * Citigroup, the Dealer Manager and Solicitation Agent, at
       (800) 558-3745 or (212) 723-6106, or

     * Global Bondholder Services Corporation, the Information
       Agent, at (212) 430-3774.

FairPoint is one of the leading providers of telecommunications
services in rural communities across the country. Incorporated in
1991, FairPoint's mission is to operate and acquire
telecommunications companies that set the standard of excellence
for the delivery of service to rural communities. Today, FairPoint
owns and operates 26 rural local exchange companies located in 17
states. FairPoint serves customers with approximately 267,790
access line equivalents (including voice access lines and digital
subscriber lines) and offers an array of services including local
voice, long distance, data, Internet and broadband product
offerings.

                        *   *   *

As reported in the Troubled Company Reporter's June 8, 2004
edition, Standard & Poor's Ratings Services said that it affirmed
the 'B+' corporate credit rating and other ratings of Charlotte,
North Carolina-based incumbent rural local exchange carrier
FairPoint Communications Inc. The ratings have also been removed
from CreditWatch, where they were placed May 5, 2004. The
CreditWatch listing reflected concerns that the company's proposed
offering of $750 million in income deposit securities, along with
the anticipated high common dividend payout associated with these  
issues, would reduce the company's financial flexibility.

The outlook is negative.  

Standard & Poor's has assigned a 'CCC+' rating to the company's  
proposed senior subordinated notes due 2019, a major portion of  
which would be issued under the IDS structure and a small portion  
outside. Although the specific mix of debt and equity to be issued  
under the IDS has yet to be determined, the final amount of the  
senior subordinated notes will not affect FairPoint's corporate  
credit rating, nor the rating on these notes.

Proceeds from a proposed $450 million secured bank credit  
facility, from the subordinated notes, and from the common equity  
component of the IDS will be used to refinance essentially all of  
FairPoint's existing debt and redeem the company's series A  
preferred stock. FairPoint had total debt of about $920 million,  
which includes about $101 million of preferred shares subject to  
mandatory redemption, at March 31, 2004. Given that the IDS  
offering will likely contain a significant common equity  
component, total debt is expected to be lower after the  
refinancing.

"While the issuance of the income deposit securities would  
incrementally weaken FairPoint's financial risk profile, the  
magnitude is not sufficient to warrant a downgrade," said Standard  
& Poor's credit analyst Michael Tsao. "However, the reduced  
financial flexibility underpins the negative outlook."


FEDERAL-MOGUL: Insurers to Appeal Plan Solicitation Procedures
--------------------------------------------------------------
Certain Underwriters at Lloyd's, London, and London Market  
Insurance Companies notify the Bankruptcy Court of their  
intention to appeal the June 14, 2004 Order approving plan
solicitation procedures proposed by Federal-Mogul Corporation and
its debtor-affiliates.  The Insurers will ask the U.S. District
Court for the District of Delaware to review Judge Lyons' decision
and determine whether or not the Bankruptcy Court erred by:

   (a) granting the Debtors' Solicitation and Voting Procedures  
       Motion, including the approval of the ballot forms, the  
       form and scope of Plan and Confirmation Hearing Notice,  
       Voting Record Date and the Voting Agent's retention;  

   (b) holding that the voting procedures adopted by the  
       Solicitation Procedures Order are consistent with Section  
       1126 of the Bankruptcy Code and the Federal Rules of  
       Bankruptcy Procedure;

   (c) temporarily allowing claims that have not been filed or  
       deemed filed where the allowance would enlarge the rights  
       granted to creditors pursuant to Sections 502(a) and  
       1126(a);

   (d) holding that holders of disputed, unliquidated and         
       contingent claims are eligible to vote on confirmation
       of the Debtors' Plan without filing proofs of claim and  
       otherwise satisfying all of the requirements for proofs of  
       claim under the Bankruptcy Code, Bankruptcy Rules and  
       applicable law;

   (e) allowing the alleged holders of Asbestos Personal Injury  
       Claims to vote without requiring that the claims be  
       scheduled or filed;  

   (f) failing to set a bar date in accordance with Rule  
       3003(c)(3) of the Federal Rules of Bankruptcy Procedure;

   (g) allowing attorneys who have not fully complied with Rule  
       2019 to cast ballots on behalf of alleged holders of
       Asbestos Personal Injury Claims; and

   (h) holding that holders of alleged claims that are not valid  
       claims under state law or under other applicable law, or  
       are otherwise holders of demands, are eligible to vote for
       or against confirmation of the Plan.

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)


FLEMING: Asks Court to Approve Affiliated Foods, et al., Agreement
------------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
settlement with Affiliated Foods Southwest, Inc., 18 store owners,
C&S Wholesale Grocers, Inc., and C&S Acquisition, Inc.  The
Debtors also ask the Court to allow the settlement agreement to be
filed under seal to keep its specific terms from public view.  

The store owners are:

                  (1) Adriens Supermarket, Inc.,
                  (2) BAM, Inc.,
                  (3) Bogalusa Foods, Inc.,
                  (4) BR Foods, LLC,
                  (5) Circle Foods, Inc.,
                  (6) CJC Groceries, Inc.,
                  (7) Dale's Food store, Inc.,
                  (8) Far North, Inc.,
                  (8) J. Edward Lamb & Co., Inc.,
                 (10) JHJ, Inc.,
                 (11) Menards 4-C, Inc.,
                 (12) Pontchartrain Foods, Inc.,
                 (13) Something More, LLC,
                 (14) THA, LLC,
                 (15) THG, LLC,
                 (16) Tramarbil, Inc.,
                 (17) V&K Foods, Inc., and
                 (18) Vinsons Foods, Inc.

The store owners are party to facility standby agreements or  
other grocery supply arrangements, and owe the Debtors  
$1,086,505.54 on account of outstanding accounts receivable.   
Some of the store owners are or were sublessees under three  
subleases with the Debtors for retail stores located at:

   Store Location                                      Subtenant
   --------------                                      ---------
   454 Heymann Boulevard, Lafayette, Louisiana         BAM
   3540 West Pinhook Street, Lafayette, Louisiana      Adriens
   3842 West Congress Street, Lafayette, Louisiana     Adriens

Each of the primary leases relating to the subleases has been  
rejected by the Debtors effective as of October 31, 2003.

BAM, Bogalusa, Dale's, Far North, Menards, JHJ, THG, THA,  
Tramarbil and V&K are parties to franchise agreements and sign  
agreements with C&S Acquisition.

As a result of the sale of the Debtors' Wholesale Distribution  
Business, C&S holds 11 promissory notes due and owing from the  
store owners aggregating $4,919,388.10.  C&S also holds 10  
forgiveness notes due and owing from the store owners totaling  
$742,183.

All of these obligations are in dispute.

The Debtors advise the Court that the terms of the Settlement  
constitute proprietary information of C&S Acquisition because the  
settlement modifies C&S's recovery on the promissory notes it  
acquired in the sale.  To allow other parties to review the terms  
of the settlement would jeopardize C&S's benefit of the bargain  
approved by the Court in the Asset Purchase Agreement.

Nonetheless, the Debtors disclose the significant terms of the  
Settlement:

       (1) Adriens, BAM, Far North, JHJ, Menards, Something More,
           THG and TRAMARBIL have agreed to pay the Debtors
           $360,998.98 in the aggregate, on the account
           receivable balance.  Upon payment of the amount, all
           of the Debtors' rights with respect to security
           interests in any collateral, and all guarantee
           agreements, will be released and terminated, unless
           the rights are assigned to C&S Acquisition;

       (2) The Debtors will file a request to assume and assign
           to C&S the franchise agreements and the sign
           agreements.  Upon payment of $70,000 to C&S and $2,500
           to Fleming, the franchise agreements and the sign
           agreements will be fully effective, and none of the
           counterparties will be in default;

       (3) The Debtors and C&S Acquisition authorize Affiliated,
           at its own expense, to prepare and record any
           assignment or release with respect to the security
           agreements encumbering the store owners' assets, or
           any guarantees;

       (4) The Debtors, at C&S' direction, will file a request
           to reject the FSAs, the Congress sublease and the
           primary lease.  Affiliated and the store owners agree
           to the rejection and termination of these contracts
           and leases;

       (5) The Debtors and C&S release Affiliated and the store
           owners from all liability except for the obligations
           under the settlement, and any notes assigned to C&S;
           and

       (6) The store owners withdraw any claims against the
           Fleming estates.

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)


FLINTKOTE: Asbestos Committee Gets Nod to Hire Caplin & Dysdale
---------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants
appointed in The Flintkote Company's chapter 11 case, sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Caplin & Drysdale, Chartered, as its national
counsel.  Caplin & Drysdale represents virtually every official
committee of asbestos claimants appointed in an asbestos-related
chapter 11 proceeding.  

The Committee anticipates that Caplin & Drysdale will:

   a) assist and advise the Committee in its consultations with
      the Debtor and other committees relative to the overall    
      administration of the estates;

   b) represent the Committee at hearings to be held before this
      Court and communicating with the Committee regarding the
      matters heard and issues raised as well as the decisions
      and considerations of this Court;

   c) assist and advise the Committee in its examination and
      analysis of the Debtor's conduct and financial affairs;

   d) review and analyze all applications, orders, operating
      reports, schedules and statements of affairs filed and to
      be filed with this Court by the Debtor or other interested
      parties in this case; advising the Committee as to the
      necessity and propriety of the foregoing and their impact
      upon the rights of asbestos-health related claimants, and
      upon the case generally; and, after consultation with and
      approval of the Committee or its designee(s), consenting
      to appropriate orders on its behalf or otherwise objecting
      thereto;

   e) assist the Committee in preparing appropriate legal
      pleadings and proposed orders as may be required in
      support of positions taken by the Committee and preparing
      witnesses and reviewing documents relevant thereto;

   f) coordinate the receipt and dissemination of information
      prepared by and received from the Debtor's independent
      certified accountants or other professionals retained by
      it as well as such information as may be received from
      independent professionals engaged by the Committee and
      other committees, as applicable;

   g) assist the Committee in the solicitation and filing with
      the Court of acceptances or rejections of any proposed
      plan or plans of reorganization;

   h) assist and advise the Committee with regard to
      communications to the asbestos-related claimants regarding
      the Committee's efforts, progress and recommendation with
      respect to matters arising in the case as well as any
      proposed plan of reorganization; and

   i) assist the Committee generally by providing such other
      services as may be in the best interest of the creditors
      represented by the Committee.

The Committee assures the Court that Caplin & Drysdale does not
represent any interest adverse to the Committee and is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

The attorneys currently assigned to be principally involved in
this case, and their current hourly rates, are:

         Attorney                Billing Rate
         --------                ------------  
         Elihu Inselbuch             $780
         Peter Van N. Lockwood       $685
         Walter B. Slocombe          $560
         Albert G. Lauber            $540
         Julie W. Davis              $520
         Trevor W. Swett, III        $520
         Bernard S. Bailor           $515
         Ronald E. Reinsel           $500
         Nathan D. Finch             $440
         Kimberly N. Brown           $385
         Rita C. Tobin               $375
         Max Heerman                 $295
         Brian A. Skretny            $265
         John Cunningham             $265
         Bree A. Nicolai             $185

Paralegals will bill for their services at their current hourly
rates of:

         Paralegal               Billing Rate
         ---------               ------------
         Robert C. Spohn             $180
         Andrew D. Katznelson        $160
         Tracy L. Wantuck            $150
         Ada I. Odum                 $150

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company filed for chapter 11
protection on April 30, 2004 (Bankr. Del. Case No. 04-11300).  
Attorneys at Sidley Austin Brown & Wood LLP serve as lead counsel
to the Company.  James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young &
Jones serve as local counsel to 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
$100 million.


FOOTSTAR INC: Completes Sale of Shoe Zone Stores to Novus, Inc.
---------------------------------------------------------------
Footstar, Inc. has completed its previously announced sale of 26
Shoe Zone stores in Puerto Rico to Novus, Inc. for approximately
$5.5 million in cash, subject to certain post-closing adjustments.

Novus is a leading footwear retailer in Puerto Rico, operating 64
stores through five distinct retail concepts including Novus, La
Favorita, Bakers, Wild Pair and Metro. Novus has stated that it
intends to continue to operate the stores under the Shoe Zone
banner and plans to partner with Footstar to continue to offer
many of the same great styles that the Shoe Zone customer has come
to expect, including the Thom McAn brand.

Dale W. Hilpert, Chairman, President and Chief Executive Officer,
said, "The sale of these 26 stores to Novus, coupled with the
closing of our nine U.S. Shoe Zone locations announced on March
18th, virtually completes Footstar's exit from the Shoe Zone
business, as part of our strategy to refocus on our profitable
core Meldisco business and position the Company for a successful
emergence from Chapter 11."

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


FREEPORT-MCMORAN: S&P Raises Corporate Credit Rating to B+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New Orleans, Louisiana-based Freeport-McMoRan Copper &
Gold Inc. to 'B+' from 'B'.

At the same time, Standard & Poor's raised its senior unsecured
rating to 'B' from 'B-' and its preferred stock rating to 'CCC+'
from 'CCC'. The outlook is positive.

"The upgrade stems from a reappraisal of the country risks
pertinent to Freeport-McMoRan's operations in West Papua,
Indonesia," said Standard & Poor's credit analyst Dominick
D'Ascoli.

Although political, operations disruption, and expropriation risks
remain high in Indonesia (sovereign foreign currency rating
B/Positive/B, sovereign local currency rating B+/Positive/B),
Standard & Poor's believes that these risks have diminished
somewhat. However, the ratings on Freeport-McMoRan still remain
constrained by Indonesia's weak political institutions, its
unpredictable judicial system, and its tenuous provisions for
property rights.

One could expect the government to renegotiate the terms of the
Contract of Work during a period of stress, or local or regional
governments to exert added claims on Freeport-McMoRan.
Nevertheless, Freeport-McMoRan has taken steps to lessen some of
these risks by establishing local trust funds for community
development and by hiring a greater proportion of indigenous
Papuans. As Indonesia's nascent democratic institutions mature,
these risks should recede further.

The ratings on Freeport-McMoRan reflect the risks of operating in
Indonesia, offset partly by its ownership in one of the lowest-
cost copper operations in the world and its strong free cash flow
generation.

Freeport-McMoRan produced approximately 1.3 billion pounds of
copper and 2.5 million ounces of gold in 2003. The company ranks
as one of the world's lowest-cost copper producers, benefiting
from high gold content in its copper ore and currently high gold
prices; low labor costs; and favorable geological conditions.
Freeport-McMoRan should be able to sustain a very low cost
position, at least until 2015, at which time the company's
Grasberg open pit mine depletes.


FRESH CHOICE: Bankruptcy Prompts Nasdaq Nat'l Market Delisting
--------------------------------------------------------------
Fresh Choice, Inc. (Nasdaq:SALD) received a Nasdaq Staff
Determination on July 12, 2004, indicating that, as a result of
its recent filing under Chapter 11 of the U.S. Bankruptcy Code,
the Nasdaq Staff had determined pursuant to Nasdaq Marketplace
Rules 4300 and 4450(f) that its securities will be delisted from
the Nasdaq National Market as of the opening of business on July
21, 2004. The Company expects that its common stock will continue
to trade on the NASD OTC Bulletin Board under the symbol SALD.OB.

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

Headquartered in Morgan Hill, California, Fresh Choice, Inc. --
http://www.freshchoice.com/-- owns and operates a chain of more  
than 40 salad bar eateries, mostly located in California. The
Company filed for chapter 11 protection (Bankr. N.D. Cal. Case No.
04-54318) on July 12, 2004. Debra I. Grassgreen, Esq., at
Pachulski, Stang, Ziehl, Young and Jones, represents the Company
in its restructuring efforts. When the Debtor filed for protection
from its creditors, it listed $29,651,000 in assets and
$14,348,000 in liabilities.


GEMSTAR TV: Will Release Second Quarter Fin'l Results on Aug. 5
---------------------------------------------------------------
Gemstar-TV Guide International, Inc. (NASDAQ:GMST), will release
its second quarter financial results on Thursday, August 5, 2004
after the close of the stock market. Following the release,
management will host a conference call for investors and analysts
at 2:00 p.m. PDT (5:00 p.m. EDT). Jeff Shell, chief executive
officer, and Brian D. Urban, chief financial officer, will present
management's review of the second quarter's results and discuss
their outlook for the company, followed by a question and answer
period.

The conference call will also be broadcast live via both
teleconference and Internet web cast. Investors and analysts may
connect to the call by dialing (866) 800-8652 (domestic) or (617)
614-2705 (international). The pass code is "80191996". To listen
via web cast, link to the Company's website
http://ir.gemstartvguide.com/  

Investors unable to listen to the call live may access an audio
replay, which will be hosted for one week following the conclusion
of the call. To access the replay, call (888) 286-8010 (domestic)
or (617) 801-6888 (international). The pass code is "60206443". An
audio archive will also be hosted on the Company's investor
relations web site at http://ir.gemstartvguide.com/Replays will  
be available approximately two hours following the conclusion of
the call.

           About Gemstar-TV Guide International, Inc.

Gemstar-TV Guide International, Inc., (S&P, BB- Corporate Credit
Rating, Stable Outlook) is a leading media and technology company
that develops, licenses, markets and distributes technologies,
products and services targeted at the television guidance and home
entertainment needs of consumers worldwide. The Company's
businesses include: television media and publishing properties;
interactive program guide services and products; and technology
and intellectual property licensing. Additional information about
the Company can be found at http://www.gemstartvguide.com/


GENTEK INC: Trustee Proposes Adversary Case Mediation Procedures
----------------------------------------------------------------
GenTek, Inc.'s reorganization plan provides for the creation of a  
Preference Claim Litigation Trust primarily for prosecuting  
preference rights for beneficiaries.  Pursuant to the Litigation  
Trust, Jack B. Fishman was designated as preference claim  
administrator.  Mr. Fishman retained Novare, Inc., to assist in  
administrating the Litigation Trust's business.

Mr. Fishman is in the process of recovering Reorganized GenTek's  
property to satisfy claims, and has pursued preferential  
transfers through direct contact and negotiations with various  
preference recipients.

To date, Mr. Fishman has filed 197 adversary proceedings against  
various trade entities to recover transfers that are avoidable or  
recoverable under Sections 544, 547, 548, 550, or 553 of the  
Bankruptcy Code.  Additional Adversary Proceedings will be filed  
in stages.  Mr. Fishman believes that he ultimately may file as  
many as 800 Adversary Proceedings.  The deadline for filing the  
Adversary Proceedings is October 11, 2004.

On April 7, 2004, the U.S. Bankruptcy Court of the District of
Delaware set a mandatory mediation program for all Adversary
Proceedings that include a preference claim.  The procedures
established in the April 7 Order are meant to facilitate an
expeditious and prompt resolution of the Adversary Proceedings.

However, based on the large number of cases involved, the limited  
resources of the Litigation Trust, and the desire to expedite  
mediation in the cases, Mr. Fishman proposes to modify the  
mandatory mediation program to:

   (a) streamline the mediation process and reduce time and
       expense for the Court and all parties involved; and

   (b) assist in the fair and efficient resolution of the
       Adversary Proceedings.

The mediation procedures proposed by the Trustee are consistent  
with the established mediation program under the April 7 Order.

                  Proposed Mediation Procedures

Rachel Lowy Werkheiser, Esq., at Pachulski, Stang, Ziehl, Young,  
Jones & Weintraub, PC, in Wilmington, Delaware, relates that if  
Mr. Fishman is unable to settle an Adversary Proceeding then he  
will serve on the applicable defendant, a notice that the  
Adversary Proceeding is referred to mandatory mediation.  Mr.  
Fishman will make the mediation demand no later than 90 days  
after a response by the defendant.

The Mediation Demand will identify the mediator chosen by Mr.  
Fishman from the then current Register of Mediators and  
Arbitrators pursuant to Rule 9019-4 of the Local Rules of  
Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court  
for the District of Delaware.  The Mediation Demand will provide  
the name, address, and telephone number of the chosen Mediator,  
and will be served on the chosen Mediator as well.

Within 10 days of the Mediation Demand, the Mediator will send a  
written notice scheduling the mediation to Mr. Fishman and the  
adversary defendants and their counsel, if known to Mr. Fishman.   
The Mediation Notice will:

   (a) identify the manner in which to communicate with the
       Mediator;

   (b) schedule the exchange of documents, identification of
       witnesses, and other evidence that will summarize the
       positions of each party, which will be required to be
       submitted within 10 days after service of the Mediation
       Notice;

   (c) identify the format of and the procedure to be employed
       during the mediation;

   (d) describe who should attend;

   (e) identify the location of the mediation; and

   (f) describe the effect of a mediated settlement.

The Mediation Notice will provide for a mediation date within 30  
to 40 days from the date of the Mediation Notice.  The mediation  
will take place in Chicago, Illinois.

According to Ms. Werkheiser, the choice of a single location for  
the mediation will greatly expedite the resolution of the  
matters.  Mr. Fishman proposes to hold eight matters per day,  
with mediation scheduled for two-day sessions, occurring once to  
thrice per month.  A single location should also significantly  
reduce the cost of the mediator's fees and travel costs.

After reviewing the preference defendants' locations, the Trustee  
determined that Chicago is a fair location for the mediations, as  
it is centrally located for all parties.  Furthermore, as Mr.  
Fishman is located in Chicago, and must attend each of the  
Mediations, the financial burden on the Litigation Trust will be  
significantly reduced if Mr. Fishman is permitted to avoid  
mediation in several different locations.

A defendant, nevertheless, may demonstrate that mediation in  
Chicago is unfairly burdensome.  The defendant may request, by  
formal notice to Mr. Fishman and the Mediator, that mediation be  
scheduled in Wilmington, Delaware or via telephone appearance.   
Mr. Fishman reserves his rights to object to the proposed change  
in mediation location, and to ask that the defendant bear a  
portion of the costs associated with the change of venue.  If Mr.  
Fishman and the defendant are unable to agree on the location of  
the mediation or the apportionment of costs, then if necessary,  
Mr. Fishman will file a notice within 10 days requesting the  
Court to schedule a telephonic hearing to resolve the dispute.

Pursuant to the Preference Claim Litigation Trust Agreement, if a  
settlement is reached at mediation, then the parties will enter  
into a settlement agreement.  No further action from the Court  
will be necessary and Mr. Fishman will dismiss the Adversary  
Proceeding with prejudice upon payment of the settlement amount,  
if any, within 30 days of the receipt of the payment.

If mediation is not successful, then the Mediator will file a  
notice with the Court, served on all parties to the Adversary  
Proceeding.  After receipt of an Unsuccessful Meditation Notice,  
the Court will set a trial scheduling conference for the  
Adversary Proceeding.

                    Stay of Formal Discovery

To reduce the costs to all parties, and in particular, to  
preserve the resources of the Litigation Trust for the creditor  
beneficiaries, Mr. Fishman requests a stay of formal discovery in  
each Adversary Proceeding from the date of service of the  
Mediation Demand through the date of service of the Unsuccessful  
Mediation Notice, absent leave granted by the Mediator or written  
request served on Mr. Fishman with at least 10 business days'  
notice.  (GenTek Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GLOBAL CROSSING: Wants to Transfer Class Actions to New Jersey
--------------------------------------------------------------
Global Crossing Limited, John Legere and Daniel O'Brien ask the  
Judicial Panel on Multidistrict Litigation to transfer to the  
United States District Court for the District of New Jersey all  
cases relating to alleged misrepresentations or omissions  
concerning GX's financial condition and accounting practices.

The related cases have been filed in United States District  
Courts in three judicial districts:

   * the District of New Jersey

   * the Southern District of New York

   * the Central District of California, Western Division

Jonathan E. Richman, Esq., at Debevoise & Plimpton, LLP, informs  
the Panel that all actions are in their earliest stages.  The  
lead plaintiff and lead counsel have not yet been appointed and a  
consolidated complaint has not yet been filed.  Moreover, GX has  
not yet responded to the Complaints and discovery has not yet  
begun.

Mr. Richman notes that all the Actions involve numerous common  
questions of fact.  The various Complaints all charge that GX  
engaged in allegedly improper accounting practices and made false  
or misleading statements about its financial condition and  
earnings, thus "inflating" the price of its stock, to the  
plaintiffs' alleged detriment.

In addition, the pending Actions raise common legal issues that  
could present a risk of inconsistent pre-trial rulings on  
substantive and procedural issues -- including overlapping class-
certification requests -- if the issues were decided in multiple  
courts.

Mr. Richman asserts that a transfer of all Actions to the New  
Jersey District Court for coordinated or consolidated pre-trial  
proceedings under Section 1407 of the Judiciary Procedures Code  
would:

   -- eliminate duplicative discovery;

   -- avoid potentially conflicting rulings and schedules;

   -- save time and expense for the parties, the attorneys, the
      witnesses, and the courts; and

   -- promote the just and efficient prosecution of all Actions.

The New Jersey District Court is more convenient for the parties,  
witnesses, and the judicial system than is any other single  
district, Mr. Richman says.  GX's principal administrative  
offices are located in New Jersey, many of the company's top  
executives -- including Messrs. O'Brien and Legere -- are based  
there, GX's principal financial and accounting functions are  
based there, and GX's former auditor for 2002 and 2003 is located  
nearby, in New York City.

According to Mr. Richman, the plaintiffs who initially filed  
cases in other judicial districts would not suffer any prejudice  
from the transfer.  The plaintiffs could be deposed in their  
states, if necessary, and they would all enjoy numerous  
efficiencies and cost-savings from coordinating their cases with  
other similar actions.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GOLF TRUST: Inks Settlement Pact With Golf Hosts, Inc., et al.
-------------------------------------------------------------
On July 15, 2004, Golf Trust of America, L.P., GTA-IB, LLC, Golf
Host Resorts, Inc., Golf Hosts, Inc., Golf Host Management, Inc.,
Golf Host Condominium, Inc. and Golf Host Condominium, LLC entered
into a Settlement Agreement relating to the settlement of a number
of issues between the parties, including Golf Host Resorts'
default under the $79 million loan made by Golf Trust of America,
L.P. to Golf Host in June 1997. Pursuant to the Settlement
Agreement, GTA-IB, an affiliate of the Lender and of Golf Trust of
America, Inc., settled claims relating to the loan to the Borrower
and took ownership of the Westin Innisbrook Golf Resort. In
connection with the Settlement Agreement, GTA-IB and Westin
Management Company South entered into a management agreement
providing for Westin's management of the Westin Innisbrook Golf
Resort, and Westin and Troon Golf LLC entered into a facility
management agreement providing for Troon's management of the golf
facilities at the Westin Innisbrook Golf Resort.

Golf Trust of America, Inc. (AMEX:GTA) was formerly a real estate
investment trust, and is now engaged in the liquidation of its
interests in golf courses in the United States pursuant to a plan
of liquidation approved by its stockholders. In addition to the
four 18-hole golf courses at the Westin Innisbrook Golf Resort,
the Company currently owns an interest in four other properties
(comprised of 5.0 eighteen-hole equivalent golf courses).
Additional information regarding Golf Trust and its interest in
the Westin Innisbrook Golf Resort is available in Golf Trust's
periodic filings with the SEC and on the Company's website at
http://www.golftrust.com/


HOLLINGER INT'L: Conrad Black and Hollinger Inc. Pays $30 Million
-----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) received approximately
$30.0 million from Conrad M. Black and Hollinger Inc.,
representing amounts that Black and Hollinger Inc. had agreed to
repay under a Restructuring Proposal dated November 15, 2003,
because they had not been properly authorized on behalf of the
Company. After they unsuccessfully challenged the repayment
obligations, Black and Hollinger Inc. were ordered to pay these
amounts by the Delaware Chancery Court on June 28, 2004. The Court
ordered Black to pay $8,693,053.56, plus interest from June 1,
2004; Black and Hollinger Inc. were held jointly liable to repay
an additional $21,154,025.92 plus interest from June 1, 2004.

The Court-ordered repayments represent amounts that were
previously paid to Black and Hollinger Inc. were styled as "non-
competition payments" associated with the sale of U.S. community
newspaper assets from 1999 to 2001. The payments had not been
authorized or approved by either the Audit Committee or the full
Board of Directors of the Company. Of the total of $32.15 million
in unauthorized "non-competition" payments that were made by the
Company during this period, $16.55 million was paid to Hollinger
Inc., and approximately $7.2 million was paid to Black. The
amounts received today include interest on these amounts from the
original date of each of the unauthorized payments as provided for
in the November Restructuring Proposal. Both Black and Hollinger
Inc. have appealed this judgment.

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

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


HOLLINGER INTERNATIONAL: Subsidiary Determines Tender Offer Yield
-----------------------------------------------------------------
Hollinger International Publishing Inc., a subsidiary of Hollinger
International Inc. (NYSE: HLR), has determined the tender offer
yield in connection with Publishing's previously announced tender
offer and consent solicitation for its outstanding 9% Senior Notes
due 2010. The total outstanding principal amount of the Notes is
$300 million.

As described in Publishing's Offer to Purchase and Consent
Solicitation Statement dated June 24, 2004 and as previously
announced, the Total Consideration for the Notes is determined by
reference to the bid-side yield to maturity of the 2-5/8% U.S.
Treasury Note due November 15, 2006 as of 10:00 a.m., New York
City time, on July 16, 2004, plus 50 basis points. The bid-side
yield to maturity of the Reference Security has been determined to
be 2.715%, resulting in a total tender offer yield of 3.215%.
Assuming for purposes of illustration that the payment date occurs
on August 2, 2004, the Total Consideration for each $1,000 in
principal amount of Notes would be $1,172.63, plus accrued and
unpaid interest to, but not including, the payment date. The Total
Consideration includes a consent payment of $30 per $1,000
principal amount of Notes payable to holders who validly tendered
their Notes and delivered consents and who did not validly
withdraw their Notes or revoke consents on or prior to the Consent
Payment Deadline, which expired at 5:00 p.m., New York City time,
on July 15, 2004.

The tender offer commenced on June 24, 2004 and will expire at
12:00 midnight, New York City time, on July 30, 2004, unless
extended. Closing of the tender offer is subject to the
satisfaction of certain conditions, including: (i) the
consummation of the sale of Telegraph Group Limited to Press
Acquisitions Limited, which sale shall have generated sufficient
proceeds to allow Publishing to repay all of its borrowings under
its existing bank credit facility and to purchase all of the Notes
in the tender offer; and (ii) certain other customary conditions.

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

            About Hollinger International Publishing Inc.

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

                         *     *     *

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

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


INDYMAC BANCORP: Completes Acquisition of Financial Freedom
-----------------------------------------------------------
IndyMac Bancorp, Inc. (NYSE:NDE), the holding company for IndyMac
Bank(R) F.S.B., completed its acquisition of Financial Freedom
Holdings Inc.

"The acquisition of Financial Freedom makes us the largest
provider of reverse mortgages in the U.S. and illustrates our
strategy of growing market share through niche products that
complement our core competency as a single-family residential
mortgage lender," commented Michael W. Perry, IndyMac's Chairman
and Chief Executive Officer. "With the maturing of the baby boom
generation and the appreciation of home prices, the reverse
mortgage market has the potential for very healthy growth in the
years to come. Joining forces with Financial Freedom, the proven
leader in this industry, positions IndyMac to prosper from this
demographic wave," continued Mr. Perry.

Reverse mortgages allow homeowners age 62 and older to convert
home equity into cash. The product is becoming increasingly
popular with senior citizens seeking to supplement their
retirement income for home maintenance and repair, healthcare
funding, estate planning, and discretionary purposes. "IndyMac is
pleased to provide reverse mortgages as another option for our
senior customers to achieve their retirement objectives,"
commented Mr. Perry

Reverse mortgages offered by IndyMac feature: no recourse to the
borrower, no repayment during the borrower's occupancy of the
home, and a repayment amount that cannot exceed the value of the
home (after costs of sale). Equity may be withdrawn in a lump sum,
as annuity-style monthly payments, as a credit line, or any
combination thereof.

Financial Freedom is a majority-owned subsidiary of IndyMac Bank.
The acquisition of Financial Freedom is expected to be a few cents
dilutive to IndyMac's earnings in the third quarter due to
purchase accounting issues, and accretive thereafter.

IndyMac Bancorp, Inc. is the holding company for IndyMac Bank, the
largest savings and loan in Los Angeles and the 10th largest
nationwide (based on assets). Through its hybrid thrift/mortgage
bank business model, IndyMac is in the business of designing,
manufacturing, and distributing cost-efficient financing for the
acquisition, development, and improvement of single-family homes.
IndyMac also provides financing secured by single-family homes to
facilitate consumers' personal financial goals and strategically
invests in single-family mortgage-related assets.

IndyMac utilizes its award-winning e-MITS(R) technology platform
to facilitate automated underwriting, risk-based pricing, and rate
lock of home loans on a nationwide basis via the Internet at the
point of sale. IndyMac provides mortgage products and services
through its business relationship division, IndyMac Mortgage Bank,
and its consumer direct division, IndyMac Consumer Bank, and
invests in certain of its mortgage loan production and mortgage
servicing for long-term returns through its Investment Portfolio
and Home Equity Divisions. IndyMac's mortgage website is ranked
the number one overall mortgage website by Watchfire(R)
GomezPro(TM), an Internet quality measurement firm, a position it
has held for seven of eight measurement periods since Fall 2000.

IndyMac Bank also offers a wide array of Web-enhanced banking
services, including deposits, competitive CD and money market
accounts, and online bill payment services. IndyMac Bank is FDIC
insured.

IndyMac's total annualized return to shareholders for the period
1993 through June 30, 2004 of 24%, under its current management
team, has exceeded the comparable returns of 13% and 11% for the
Dow Jones Industrial Average and S&P 500, respectively, for the
same period.

For more information about IndyMac and its affiliates, or to
subscribe to the Company's Email Alert feature for notification on
Company news and events, please visit our website at
http://www.indymacbank.com/

                           *   *   *

As reported in the Troubled Company Reporter's June 24, 2004
edition, Fitch has taken rating actions on the following IndyMac
ABS, Inc., home equity issues as follows:

      Series SPMD 2000-A group 2:

               --Class AV-1 affirmed at 'AAA';
               --Class MV-1 affirmed at 'AA';
               --Class MV-2 affirmed at 'A';
               --Class BV affirmed at 'BBB' and removed from  
                 Rating Watch Negative.

      Series SPMD 2000-C group 1:

               --Class AF-5, AF-6, R affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 downgraded to 'BB' from 'BBB';
               --Class BF downgraded to 'C' from 'CCC'.

      Series SPMD 2001-B:

               --Class AV, AF-6, R affirmed at 'AAA';
               --Class MF-1 affirmed at 'AA';
               --Class MF-2 affirmed at 'A';
               --Class BF downgraded to 'BB' from 'BBB', and  
                 removed from Rating Watch Negative.

The affirmations on the above classes reflect credit enhancement  
consistent with future loss expectations.

The negative rating action on series 2000-C group 1 class MF-2 and  
series 2001-B class BF is the result of adverse collateral  
performance and the deterioration of asset quality outside of  
Fitch's original expectations.  

Indymac SPMD 2000-C group 1 contained 12.65% of manufactured  
housing collateral at closing, and as of April 2004, the  
percentage of MH increased to 33.6%. To date, MH loans have  
exhibited very high historical loss severities, causing Fitch to  
have concerns over the available enhancement in this deal.

This deal was structured with mortgage insurance policies provided  
by both the lender and the borrower on approximately 91.4% of the  
mortgage pool.  

Series 2000-C group 1 has had no overcollateralization amount  
since the May 2003 distribution, and class BF has taken further  
write-downs, with an ending balance of $2,395,665.85 as of the May  
2004 distribution. The twelve-month average monthly loss for this  
deal is approximately $245,000. Series 2001-B has $1,301,270.46 OC  
outstanding as of the May 2004 distribution. The twelve-month  
average monthly loss for this deal is approximately $223,600.

The structure in the 2000-C transaction is not cross-
collateralized so excess spread cannot be shared by the groups.  

Both 2000-C and 2001-B transactions are also structured such that  
bonds that were written down due to losses can be written back up.


INTERNATIONAL BIOCHEMICAL: Trustee Converts Case to Chapter 7
-------------------------------------------------------------
Herbert C. Broadfoot II, Esq., the Chapter 11 Trustee for
International Biochemical Industries, Inc.'s case wants the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, to convert the Debtor's Chapter 11 restructuring to a
Chapter 7 liquidation.  

"The Debtor apparently has no ongoing business operations," Mr.
Broadfoot tells the Court, adding that there's no prospect for
reorganization.  Mr. Broadfoot believes that no good purpose is
served by proceeding with a Chapter 11 plan of liquidation and
that assets of the estate can be administered in Chapter 7 at less
expense.

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.


INTERNET CAPITAL: To Release Q2 Financial Results on August 5
-------------------------------------------------------------
Internet Capital Group (NASDAQ:ICGE) will release the financial
results for its second quarter ended June 30, 2004, on Thursday,
August 5, 2004, before the market opens.

The Company will host a conference call to discuss the second
quarter results on Thursday, August 5th, 2004 at 10:00am ET.
Participating on the conference call will be Walter Buckley,
chairman and chief executive officer and Tony Dolanski, chief
financial officer. The domestic dial-in number for the call is
877-211-0292. The international dial-in number is (706) 679-0702.

The Company will also host a live web cast for the call with an
attached slide presentation. To access the web cast, go to the ICG
web site at http://www.internetcapital.com/and click on the  
investor information tab and the icon for the second quarter
conference call. Please log on to the web site approximately ten
minutes prior to the call to register and download and install any
necessary audio software.

In an effort to address specific areas of interest, participants
are encouraged to submit questions to the Internet Capital Group
Investor Relations department at ir@internetcapital.com prior to
August 5th. Every attempt will be made to respond to all questions
either during the Question and Answer portion of the call or
shortly thereafter.

If you are unable to access the web site but would like a copy of
the slide presentation sent to you after the call, please contact
our Investor Relations Department, at (610) 727-6900.

For those unable to participate in the conference call, a replay
will be available beginning August 5th, 2004 at 11:00am until
August 12th, 2004 at 11:59pm. To access the replay dial 800-642-
1687 (domestic) or 706-645-9291 (international). The access code
is 8746779. The replay and slide presentation can also be accessed
on the Internet Capital Group web site:
http://www.internetcapital.com/investors/presentations  

                  About Internet Capital Group

Internet Capital Group is an e-business applications holding
company that builds and owns software and services businesses that
leverage the Internet to help organizations operate more
productively. Founded in 1996, ICG devotes its expertise and
capital to maximizing the success of e-business companies that
take advantage of the evolution to Internet architectures in key
business sectors.

                           *   *   *

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

                 Liquidity and Capital Resources

"In May 2004, we issued $60 million of senior convertible notes
due in April 2009. We will use the net proceeds to redeem the
remaining $39.1 million of December 2004 convertible subordinated
notes, general operation requirements and fundings to new and
existing partner companies.

"We believe existing cash, cash equivalents and short-term
investments, proceeds from the potential sales of all or a portion
of our interests in certain partner companies and net proceeds
from the $60 million senior convertible notes are expected to be
sufficient to fund our cash requirements through at least the
second quarter of 2005, including commitments to existing partner
companies, debt obligations and general operations requirements.

"As of March 31, 2004, our available-for-sale securities consist
of: 1,053,964 shares of eMerge Interactive common stock, 2,917,794
shares of Verticalnet common stock and 1,083,206 shares of
Universal Access common stock.

"In the first quarter of 2004, we sold 1,559,481 shares of
Onvia.com common stock for $6.5 million in cash, of which $5.8
million was received in early April 2004.

"At May 10, 2004, we were obligated for no funding and guarantee
commitments to existing partner companies. If a certain
consolidated partner company achieves a fair market value in
excess of $1.0 billion, we will be obligated to pay, in cash or
stock at our option, 4% of the partner company's fair market value
in excess of $1.0 billion, up to $70 million to a venture capital
firm. One of our executive officers was a limited partner of this
venture capital firm. This contingent obligation will expire on
the earlier to occur of May 31, 2005 or an unaffiliated company
sale, if the valuation milestone is not achieved. Currently, the
fair market value of this partner company is well below $1.0
billion. We will continue to evaluate acquisition opportunities
and may acquire additional ownership interests in new and existing
partner companies in the next twelve months; however, such
acquisitions will generally be made at our discretion. If we elect
to make additional acquisitions, it may become necessary for us to
raise additional funds. We may not be able to raise additional
capital and failure to do so could have a material adverse effect
on our business. If additional funds are raised through the
issuance of equity securities, our existing stockholders may
experience significant dilution."


J.L. FRENCH AUTOMOTIVE: S&P Lowers Corp. Credit Rating to CC
------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Sheboygan, Wisconsin-based J.L. French Automotive
Castings Inc. to 'CC' from 'B-' and placed it on CreditWatch with
negative implications. The action came after the company announced
a tender offer that Standard & Poor's would consider to be
tantamount to a default if completed as proposed.

At the same time, Standard & Poor's lowered its subordinated debt
rating on the company to 'C' from 'CCC' and placed it on
CreditWatch with negative implications.

Once the tender offer is completed, the corporate credit rating
will be lowered to 'SD' and the subordinated debt rating will
be lowered to 'D'. The 'B-' bank loan rating remains unchanged and
will be withdrawn upon refinancing and rating of the company's new
credit facility. Upon completion of the tender offer, Standard &
Poor's will assign a new corporate credit rating and bank loan
rating, which will reflect the company's improved capital
structure and financial flexibility pro forma the refinancing.

J.L. French is a vertically integrated, value-added manufacturer
of aluminum die-cast automotive parts. Total debt outstanding was
$629 million at March 31, 2004.

J.L. French said its tender offer was for its outstanding 11.5%
senior subordinated notes due 2009 for a value of $780 per bond, a
substantial discount from the $1,000 par value of the notes.

"We view the tender offer as coercive, since the company is
experiencing financial distress, and bondholders could eventually
face more adverse consequences if the offer is not accepted," said
Standard & Poor's credit analyst Heather Henyon. "J.L. French is
highly leveraged and has an untenable capital structure."

The tender offer is being made in connection with a proposed
refinancing of the company's current credit facilities as well as
a proposed offering of $165 million in preferred equity
securities. The potential investors in the preferred equity
offering have indicated that their intention to make their
investment is contingent on their satisfaction with the terms and
success of the tender offer. Standard & Poor's will review the
prospects for operating improvements at the company and evaluate
the impact of the proposed financing on the company's credit
profile.


LEES CHILDREN LLC: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lees Children L.L.C.
        c/o Marlene Appel
        3550 North Central, #1801
        Phoenix, Arizona 85012

Bankruptcy Case No.: 04-12039

Chapter 11 Petition Date: July 9, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Shelton L. Freeman, Esq.
                  Deconcini McDonald Yetwin & Lacy PC
                  2025 North 3rd Street #230
                  Phoenix, AZ 85004-1472
                  Tel: 602-282-0500
                  Fax: 602-282-0520

Total Assets: $3,000,000

Total Debts:  $925,324

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Dr. Michael Chen              5315 E. Solano Dr.        $360,000
5390 San Miguel Ave.          Paradise Valley,
Paradise Valley, AZ 85253     Arizona 85253

Plumbing by Curtis                                        $4,718

Maricopa County Assessor                                  $4,704

PLI Brokerage, Inc.                                       $1,595

All Star Pool                                            Unknown

Arizona Public Service                                   Unknown

Arizona-American Water                                   Unknown
Company

Barbara Lees                                             Unknown

CKS Pools                                                Unknown

Maureen Gaughan               fraudulent                 Unknown
                              conveyance claim

RPS Skanco International      homeowner's insurance      Unknown

Southwest Gas Corporation                                Unknown

Maxim Construction Group                                 Unknown

Phil Whitaker                                            Unknown


METALLURG INC: S&P Lowers Ratings To D On Parent's Nonpayment
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Metallurg Inc. and its parent Metallurg Holdings Inc. to
'D' from 'CC'.

Standard & Poor's also lowered the ratings on Metallurg's 11%
senior notes due 2007 and Metallurg Holdings' 12.75% senior
discount notes due 2008 to 'D' from 'CC' and 'C', respectively.

"The downgrades follow the company's announcement that its parent
did not make the $7.7 million interest payment due July 15, 2004,
on the 12.75% senior discount notes 2008," said Standard & Poor's
credit analyst Dominick D'Ascoli.

Despite being current on its debt obligations, Standard & Poor's
believes New York, New York-based Metallurg Inc. will seek a
general restructuring of its debt obligations and that lenders
could receive something less than full value, which is tantamount
to default. In the event restructuring efforts fail, the
probability of a bankruptcy filing is high.

Metallurg produces specialty metals, alloys and metallic chemicals
used by manufacturers of steel, aluminum, and superalloys. Weak
demand in the past couple of years from the global steel and
aluminum industries, as well as significantly reduced demand from
major customers in the aerospace sector, have led to lower
margins. Reduced margins, combined with an overleveraged capital
structure, have put the company in a distressed position.


MIRANT CORP: MirMA Landlords Press For Alternative Rent Payment
---------------------------------------------------------------
The MirMA Landlords ask the Court to compel Mirant Mid-Atlantic,
LLC, to pay the alternative rent due to them until MirMA resumes
its reporting status with the Securities and Exchange Commission.

Louis R. Strubeck, Jr., Esq., at Fulbright & Jaworski, LLP, in
Dallas, Texas, relates that MirMA unilaterally terminated its
status as a reporting company with the SEC on August 28, 2003.  
MirMA's leases with the MirMA Landlords require MirMA to pay
alternative rent at an increased rate of 0.50%, totaling about
$5,000,000 per year, should it fail to maintain reporting company
status under the Exchange Act.  MirMA failed to pay the
alternative rent due.

Mr. Strubeck explains that MirMA's obligation to pay alternative
rent corresponds to an increase in interest provided for in notes
the MirMA Landlords executed, in favor of certain certificate
holders.  The increased rent was provided for in the leases to
compensate for the loss in liquidity of the certificates issued
in connection with the lease transactions due to MirMA's
termination of its reporting company status.

According to Mr. Strubeck, MirMA's inexplicable decision to
terminate its reporting company status is curious since it has
the information necessary to complete the required reports and
the cost of maintaining reporting company status is a fraction of
the alternative rent payable.  

Regardless of whether the Leases are real or personal property
leases, Mr. Strubeck asserts that the payment of Alternative Rent
is required because:

   -- Sections 365(d)(3) and (d)(10) of the Bankruptcy Code
      requires MirMA to "timely perform all obligations" under
      a lease;

   -- none of the "carve outs" specified in Section 365(b)(2)
      applies to the Leases;

   -- the Alternative Rent is not a penalty under the New York
      law, which govern the Leases;

   -- MirMA's obligation to pay Alternative Rent is a pass
      through -- it merely parallels the Alternative Rent
      applicable under the Lessor Notes due to MirMA's failure
      to maintain its reporting company status;

   -- the Alternative Rent provides compensation for loss of
      marketability of the certificates caused by the
      termination of MirMA's reporting company status; and

   -- if MirMA is not compelled to pay the Alternative Rent, the
      MirMA Landlords will be prejudiced because their interests
      under the Lessor Notes are jeopardized.

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)


MOHEGAN TRIBAL: Commences Sr. Debt Offer & Consent Solicitation
---------------------------------------------------------------
The Mohegan Tribal Gaming Authority has commenced a cash tender
offer and consent solicitation for any and all of its $200,000,000
aggregate principal amount of 8-1/8% Senior Notes due 2006 and any
and all of its $150,000,000 aggregate principal amount of 8-3/8%
Senior Subordinated Notes due 2011, pursuant to the Offer to
Purchase and Consent Solicitation, dated July 15, 2004.

The Offer is scheduled to expire at 12:00 midnight, New York City
Time, on Wednesday, August 11, 2004, unless extended or earlier
terminated with respect to either the Senior Notes or the
Subordinated Notes at the Authority's sole discretion. The consent
solicitation will expire at 5:00 P.M., New York City Time, on
Wednesday, July 28, 2004. Holders tendering their Notes will be
required to consent to certain proposed amendments to the
indentures governing the Notes, which will eliminate substantially
all of the restrictive covenants with respect to such Notes.
Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes.

The consideration offered for each $1,000 principal amount of
Senior Notes validly tendered and not validly withdrawn pursuant
to the Offer will be the price (calculated as described in the
Tender Offer Statement) equal to (i) the present value on the
initial settlement date of $1,000 principal amount of Senior Notes
(the amount payable on January 1, 2006, which is the maturity date
for the Senior Notes) plus the present value of the interest that
would be payable on, or accrue from, the last interest payment
date until the Senior Maturity Date, in each case, determined on
the basis of a yield to the Senior Maturity Date equal to the sum
of (x) the bid- side yield on the 1.875% U.S. Treasury note due
December 31, 2005 calculated as described below, plus (y) 50 basis
points (such price being rounded to the nearest cent), minus
accrued and unpaid interest from the last interest payment date
to, but not including, the initial settlement date, minus (ii)
$20.00 per $1,000 principal amount of Senior Notes, which is equal
to the Consent Payment. The Senior Total Consideration minus the
Consent Payment is referred to as the "Senior Tender Offer
Consideration."

The consideration offered for each $1,000 principal amount of
Subordinated Notes validly tendered and not validly withdrawn
pursuant to the Offer will be the price equal to (i) the present
value on the initial settlement date of $1,041.88 principal amount
of Subordinated Notes (the amount payable on July 1, 2006, which
is the first date on which the Subordinated Notes are redeemable)
plus the present value of the interest that would be payable on,
or accrue from, the last interest payment date until the
Subordinated Redemption Date, in each case, determined on the
basis of a yield to the Subordinated Redemption Date equal to the
sum of (x) the bid-side yield on the 2.75% U.S. Treasury note due
June 30, 2006 calculated as described below, plus (y) 50 basis
points (such price being rounded to the nearest cent), minus
accrued and unpaid interest from the last interest payment date
to, but not including, the initial settlement date, minus (ii)
$20.00 per $1,000 principal amount of Subordinated Notes, which is
equal to the Consent Payment. The Subordinated Total Consideration
minus the Consent Payment is referred to as the "Subordinated
Tender Offer Consideration."

Holders of Notes who validly tender, and do not validly withdraw,
their Notes in the Offer on or prior to 5:00 P.M., New York City
Time, on the Consent Date will receive the Senior Total
Consideration or Subordinated Total Consideration, as applicable
(if such Notes are accepted for payment), which includes a consent
payment in an amount in cash equal to $20.00 for each $1,000
principal amount of Notes tendered on or prior to the Consent
Date. Holders who validly tender, and do not validly withdraw,
their Notes following the Consent Date but on or prior to
midnight, New York City Time, on the Expiration Date will receive
the Senior Tender Offer Consideration or the Subordinated Tender
Offer Consideration, as applicable (if such Notes are accepted for
payment). In addition, Holders who validly tender and do not
validly withdraw their Notes in the Offer will also receive
accrued and unpaid interest from the last interest payment date
to, but not including, the applicable settlement date, payable on
the applicable settlement date.

The Senior Reference Yield and the Subordinated Reference Yield
will be calculated by the Dealer Managers, as defined in the
Tender Offer Statement, in accordance with standard market
practice, as of 2:00 P.M., New York City Time, on the Consent
Date, as reported by Bloomberg Government Pricing Monitor on "Page
PX4" or, if any relevant price is not available on a timely basis
on the Bloomberg Page or is manifestly erroneous, such other
recognized quotation source as the Dealer Managers shall select in
their sole discretion. The Authority will publicly announce the
pricing information referred to above by press release to business
wire by 9:30 A.M., New York City Time, on the next business day
after the Price Determination Date.

The Offer with respect to the Senior Notes and the Subordinated
Notes is subject to the satisfaction of certain conditions,
including the Authority's receipt of tenders of Notes representing
a majority of the principal amount of such Notes outstanding and
financing on terms acceptable to the Authority in an amount
sufficient to consummate the Offer. The Offer with respect to the
Senior Notes is not conditioned on the success of the Offer with
respect to the Subordinated Notes and the Offer with respect to
the Subordinated Notes is not conditioned on the success of the
Offer with respect to the Senior Notes. The terms of the Offer are
described in the Authority's Tender Offer Statement, copies of
which may be obtained from Global Bondholder Services Corporation,
the information agent for the Offer.

The Authority has engaged Citigroup Global Markets Inc., Banc of
America Securities LLC and SG Americas Securities, LLC to act as
dealer managers and solicitation agents in connection with the
Offer. Questions regarding the Offer may be directed to Citigroup
Global Markets Inc., Liability Management Group at (800) 558-3745
(toll free) or (212) 723-6106 (collect), Banc of America
Securities LLC, High Yield Special Products at (888) 292-0070
(toll free) or (704) 388-4813 (collect), and SG Americas
Securities LLC, High Yield Capital Markets at (212) 278-5435
(collect). Requests for documentation may be directed to Global
Bondholder Services Corporation, the information agent for the
Offer, at (866) 857-2200 or, for banks and brokers, (212) 430-
3774.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to
any securities. The Offer is being made solely by the Offer to
Purchase and Consent Solicitation, dated July 15, 2004.

The Authority is an instrumentality of the Mohegan Tribe of
Indians of Connecticut, a federally recognized Indian tribe with
an approximately 405-acre reservation situated in southeastern
Connecticut, which has been granted the exclusive power to conduct
and regulate gaming activities on the existing reservation of the
Tribe located near Uncasville, Connecticut, including the
operation of the Mohegan Sun, a gaming and entertainment complex
that is situated on a 240-acre site on the Tribe's reservation.
The Tribe's gaming operation is one of only two legally authorized
gaming operations in New England offering traditional slot
machines and table games. Mohegan Sun currently operates in an
approximately 3.0 million square foot facility, which includes the
Casino of the Earth, Casino of the Sky, the Shops at Mohegan Sun,
a 10,000-seat Arena, a 300-seat Cabaret, meeting and convention
space and an approximately 1,200-room luxury hotel. More
information about Mohegan Sun and the Authority can be obtained by
visiting http://www.mohegansun.com/

At March 31, 2004, Mohegan Tribal Gaming Authority's balance sheet
shows a capital deficit of $70,175,000 compared to a deficit of
$98,592,000 at September 30, 2003.


NATIONAL CENTURY: Liquidating Trust Wants Docs. from 24 Banks
-------------------------------------------------------------
The Unencumbered Assets Trust, the National Century Financial
Enterprises, Inc. Debtors Liquidating Trust, asks the U.S.
Bankruptcy Court of the District of Ohio to direct the production
of documents from 24 additional third party entities that may be
in possession of information relevant to the Trust's evaluation of
potential estate claims.

According to Sydney Ballesteros, Esq., at Gibbs & Bruns, in  
Houston, Texas, the 24 entities were the custodial holders of  
payments or disbursements relating to NCFE securities within the  
preference period of the bankruptcy.  The custodians therefore  
have relevant information relating to the identity of the  
beneficial owners of the NCFE securities.  This information will  
help the Trust identify and determine whether certain preference  
claims exist and should be brought on behalf of the Debtors'  
estate.   

The 24 third party entities are:

   (1) ABN Amro Incorporated/Bond Trading,
   (2) Bear Sterns Securities Corp.,  
   (3) Boston Safe Deposit and Trust Co.,
   (4) Brown Brothers Harriman & Co.,
   (5) Citibank,
   (6) Credit Suisse First Boston, LLC,
   (7) Deutsche Bank Securities, Inc.,
   (8) Deutsche Bank Trust Co. (Bankers Trust Co.),
   (9) First National Bank of Omaha,
  (10) Harris Trust and Savings Bank,
  (11) Investors Bank & Trust Co.,
  (12) JP Morgan Chase Bank,
  (13) JPM/CCS2,
  (14) JPM/JPMSI,  
  (15) LaSalle Bank National Assn.,
  (16) M&I Marshall & Ilsley Bank,
  (17) Mercantile-Safe Deposit & Trust Co.,
  (18) Northern Trust Co.,
  (19) Salomon Brothers (Citigroup Global Markets, Inc./Salomon),
  (20) State Street Bank and Trust Co.,
  (21) The Bank of New York,
  (22) Wachovia Bank, N.A.,
  (23) Wells Fargo Bank Minnesota, N.A., and
  (24) WestLB AG.

The Trust has concluded that it would not be productive or  
efficient to engage in a party-to-party effort to obtain  
materials informally, given the number of parties from which the  
Trust is seeking materials; the information sought; and the short  
time remaining for the Trust to assert its claims.

Hence, the Trust did not contact the parties in advance.   
Instead, the Trust will utilize Rule 2004 of the Federal Rules of  
Bankruptcy Procedure to collect the information it needs.

Ms. Ballesteros clarifies that the Trust at this time does not  
seek authority to take oral examinations of any of the 24 Rule  
2004 Subpoena Targets.  However, once it has reviewed the  
documents produced, the Trust reserves the right to file an  
additional motion under Bankruptcy Rule 2004 to take oral  
examinations, as well as the right to file additional motions in  
the future.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEW HEIGHTS: Wants Nod for Cananwill Premium Finance Agreement
--------------------------------------------------------------
New Heights Recovery & Power, LLC asks the U.S. Bankruptcy Court
for the District of Delaware for authority to enter into a premium
finance agreement with Cananwill, Inc.  

The Debtor tells the Court that, in the ordinary course of its
business, it maintains various insurance policies to insure
against unexpected and accidental losses, including general
liability and property insurance.  The Debtor finances the annual
policy premiums to minimize the cash flow impact of renewing the
Insurance Policies.  In this regard, the Debtor asks the Court for
authority to enter into the insurance finance agreement with
Cannanwill, Inc.

Under the Insurance Premium Finance Agreement, Cananwill will
provide financing to the Debtor to renew the Insurance Policies.  
The amount to be financed is $60,548 with the total finance charge
equaling $1,568.  Under the Agreement, the Debtor is obliged to
pay Cananwill nine monthly installments of $7,764 each.  In
return, Cananwill will fund the entire insurance premium at one
time and the Debtor will avoid any cash flow problem related to
renewing the policies on a lump-sum basis.

As collateral to secure the repayment of the indebtedness under
the Agreement, the Debtor will grant Cananwill a security interest
in all unearned premiums.  In addition, Cananwill is appointed as
the Debtor's attorney-in-fact with the irrevocable power to cancel
the policy and collect the unearned premium in the event that the
Debtor defaults.  Cananwill will also hold an administrative
priority claim for any monies owed under the postpetition
Insurance Premium Finance Agreement if the policy is cancelled and
the unearned premiums are insufficient to cover the monies owed to
it.

Headquartered in Ford Heights, Illinois, New Heights Recovery &
Power, LLC -- http://www.tires2power.com/-- is the owner and  
operator of the Tire Combustion Facility and other tire rubber
processing facilities. The Company filed for chapter 11 protection
on April 29, 2004 (Bankr. Del. Case No. 04-11277).  Eric Lopez
Schnabel, Esq., at Klett Rooney Lieber & Schorling represents the
Debtor in its restructuring efforts.  When the Company filed for
chapter 11 protection, it listed both its estimated debts and
assets of over $10 million.


NEWMARKET TECH: Formally Changes Company Name & Ticker Symbol
-------------------------------------------------------------
IPVoice Communications Inc. (OTCBB:IPVO) has formally changed the
Company's name to NewMarket Technology Inc. In addition, the NASD
has notified the company that effective today the company's stock
will begin trading under the ticker symbol "NMKT."

"Our corporate name now reflects more accurately what our company
has developed into over the past year," said Philip Verges,
NewMarket Technology's CEO. "NewMarket Technology has expanded
into various market sectors by going beyond just Voice over
Internet Protocol (VoIP) solutions into offering emerging
communication technology solutions and services in the healthcare
and homeland security industries."

                   About NewMarket Technology Inc.

In 2002, NewMarket -- http://www.newmarkettechnology.com/--  
launched a business plan to continuously introduce emerging
communication technologies to market. The plan included a
financing model for early technologies and an approach to creating
economies of scale through a specialized service and support
organization intended specifically for the emerging technology
industry. The Company posted six consecutive profitable quarters
through 2003 and established an annualized $15 million in revenue.
In 2003, NewMarket acquired Infotel Technologies in Singapore and
IP Global Voice, led by CEO Peter Geddis, a former Executive Vice
President and Chief Operating Officer of Qwest Communications
(NYSE:Q). In 2004, the Company diversified its communications
technology offering into the healthcare and homeland security
industries with the respective acquisitions of Medical Office
Software Inc. and Digital Computer Integration Corp. RKM IT
Solutions of Caracas, Venezuela, was also recently acquired as
NewMarket's entry into the Latin American market.

                           *   *   *   

In the Form 10-QSB for the quarterly period ended March 31,
2004, filed with the Securities and Exchange Commission, NewMarket
reports:   
  
                Liquidity and Capital Resources   
   
"At March 31, 2003, the Company had cash of $16,300 and a  
working capital deficit of $1,510,700 as compared to cash of  
$1,395,000 and working capital surplus of $252,000 at March 31,  
2004. This improved working capital situation was due primarily to  
the implementation of the previously herein described new  
business model implemented in June 2002, which includes as part of  
the plan the acquisitions made over the last year. In addition we  
have been successful attracting investment capital to carry out  
this business model.   
   
"Since inception, the Company has financed operations primarily  
through equity security sales and convertible debt. The nature of   
the growth strategy of the Company will require further funding  
to be acquired either through equity or debt. Accordingly, if   
revenues are insufficient to meet needs, we will attempt to  
secure additional financing through traditional bank financing or  
a debt or equity offering; however, because the rapid growth and  
nature of the acquisitions of the Company and the potential of a  
future poor financial condition, we may be unsuccessful in  
obtaining such financing or the amount of the financing may be  
minimal and therefore inadequate to implement our continuing plan  
of operations. There can be no assurance that we will be able to   
obtain financing on satisfactory terms or at all, or raise funds   
through a debt or equity offering. In addition, if we only have   
nominal funds by which to conduct our operations, it will   
negatively impact our potential revenues."


NORTEK HOLDINGS: S&P Puts Ratings on Watch Negative On Acquisition
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Nortek
Holdings Inc. and its Nortek Inc. subsidiary on CreditWatch with
negative implications, following the recently-announced agreement
that Thomas H. Lee Partners will acquire Nortek Holdings in a
transaction valued at approximately $1.75 billion. Both Nortek
Inc. and Nortek Holdings have a 'B+' corporate credit rating.

The CreditWatch listing reflects the likelihood of an increase in
borrowings to finance the transaction, which is expected to be
funded with 70% debt and 30% equity.

"This will result in a weakening of already aggressive leverage
ratios," said Standard & Poor's credit analyst Wesley E. Chinn.

Providence, Rhode Island-based Nortek is expected to commence a
tender offer for all of its existing notes. The CreditWatch will
be resolved once Standard & Poor's has had the opportunity to
review with management the new capital structure as well as
operating fundamentals. Our rating deliberations will also take
into consideration the positive aspects of Nortek's credit
quality, including a business profile stronger than the current
ratings, relatively stable cash flows, and a meaningful cash
position.


NORVERGENCE INC: Closes Doors & Files Chapter 7 Petition in N.J.
----------------------------------------------------------------
NorVergence, Inc., a Newark, New Jersey-based communications
provider, reportedly closed its doors on Friday, July 15, and
suspended service to over 7,000 small and medium businesses
nationwide.  Thereafter, NorVergence filed a Chapter 7 petition
with the United States Bankruptcy Court for the District of New
Jersey.

On June 30, 2004, three of NorVergence's finance companies forced
the company into an involuntary Chapter 11 case with $1,378,707 in
asserted total claims.  The Company elected to liquidate.  

The Company closed its stores located at 550 and 570 Broad St. and
laid off all of its employees.  This followed 1,300 firings
earlier this month.

Judge Rosemary Gambardella has ordered that the large phone
companies -- Qwest Communications, Sprint, and T-Mobile -- which
sold local, long-distance, Internet, and cellular services to
NorVergence can shut off those services at the end of business
tomorrow, Wednesday, July 21.

Headquartered in Newark, New Jersey, NorVergence, Inc. --
http://www.norvergence.com/-- is a reseller of wireless  
telecommunications services. The Company filed for chapter 7
protection (Bankr. D.N.J. Case No. 04-32079) on July 14, 2004.
Inez M. Markovich, Esq., and Peter J. Deeb, Esq., at Frey,
Petrakis, Deeb, Blum, Briggs et al., represents the Petitioners in
their restructuring efforts. The Petitioners asserted total claims
of $1,378,707.


NORVERGENCE INC: Involuntary Case Summary
-----------------------------------------
Alleged Debtor: NorVergence, Inc.
                550 Broad Street, 12th Floor
                Newark, New Jersey 07102

Involuntary Petition Date: July 14, 2004

Case Number: 04-32079

Chapter: 7

Court: District of New Jersey (Newark)

Petitioners' Counsels: Inez M. Markovich, Esq.
                       Peter J. Deeb, Esq.
                       Frey, Petrakis, Deeb, Blum, Briggs et al.
                       10 Melrose Avenue, Suite 430
                       Cherry Hill, NJ 08003
                       Tel: 856-216-2322

Petitioners: Popular Leasing USA, Inc.
             c/o R. Daniel Kinealy
             15933 Clayton Road, Suite 200
             Ballwin, MO 63011

             OFC Capital, a Division of ALFA Financial Corp.
             c/o Robert Leas
             576 Colonial Park Drive, Suite 200
             Roswell, GA 30075

             Partners Equity Capital Company, LLC
             c/o Martin F. Babicki
             655 Business Center Drive, Suite 250
             Horsham, PA 19044
                                  
Total Amount of Claim: $1,378,707


OWENS CORNING: John Hancock & PPM America Provide Status Report
---------------------------------------------------------------
The Designated Members of the Official Committee of Unsecured
Creditors -- John Hancock Mutual Life Insurance Company and PPM
America, Inc. -- highlight three significant issues:

   (1) the status of reorganization plan negotiations and the new
       alignment of the constituencies in the Owens Corning
       Debtors' Chapter 11 cases;

   (2) substantive consolidation;

   (3) to the extent that the District Court does not grant the
       Debtors' motion for substantive consolidation, the
       Designated Members intend to prosecute the Bank Guarantee
       Avoidance Action, as Intervenor.

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)   


OWENS CORNING: Asbestos Committee Wants Court to Quash Subpoenas
----------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
Owens Corning and its debtors affiliates and subsidiaries asks  
the U.S. Bankruptcy Court of the District of Delaware to quash the
Subpoena Duces Tecum directed to Joseph Rice and Frederick Baron.  
The Subpoenas were issued by Robbins, Russell, Englert, Orseck &
Untereiner, LLP, counsel to Kensington International Limited.  
Although Messrs. Rice and Baron have separate counsel to object or
respond to the Subpoenas and likely will ask protection from the
courts from which the Subpoenas were issued, the Asbestos
Committee wants to nullify the Subpoenas in their entirety because
they invade the Asbestos Committee's interests in documents that
may reside in the files of Messrs. Rice or Baron.

Messrs. Rice and Baron are principals in two separate law firms  
that serve as counsel or co-counsel for individual members of the  
Asbestos Committee.  Messrs. Rice and Baron also serve as counsel  
or co-counsel to asbestos claimants who are members of official  
committees of asbestos personal injury claimants in many other  
pending or completed bankruptcy proceedings.  Mr. Rice, Mr. Baron  
or members of their law firms often send and receive
communications to and from the law firm of Caplin & Drysdale, the  
Asbestos Committee's counsel, as well as counsel to the official  
committee of asbestos creditors in numerous other bankruptcies.   
These communications typically contain privileged legal advice or  
attorney work product about matters at issue in the Owens Corning  
case.

Marla R. Eskin, Esq., at Campbell & Levine, LLC, in Wilmington,  
Delaware, asserts that large portions of the documents sought by  
Kensington:  

   (1) are protected by the attorney-client privilege that exists
       between the Asbestos Committee and its counsel;

   (2) contain information submitted to a mediator in the
       context of confidential settlement communications; or

   (3) are protected by confidentiality agreements entered
       into between the Asbestos Committee and third parties not
       presently before the Court.

Although the Subpoenas do not indicate to which adversary  
proceeding or contested matter they relate, the description of  
the documents requested determine that they relate to  
Kensington's now-mooted motion to disqualify Professor Francis  
McGovern.

The Court appointed Prof. McGovern to serve as a mediator in the  
Owens Corning case.  Prof. McGovern holds a similar position as a  
court-appointed mediator in many other asbestos bankruptcy cases  
and in some instances has been hired directly by companies to  
negotiate settlements with the representatives of asbestos  
creditors.  As a mediator, Prof. McGovern received communications  
from the counsel for the Asbestos Committee, in which settlement  
positions were discussed with the mediator that were not  
authorized to be disclosed to adverse parties like Kensington.  
Prof. McGovern's involvement as a mediator in the Debtors'  
Chapter 11 cases ceased at the end of June 2004.

The Court should not permit the discovery, Ms. Eskin insists.  
Simply put, Kensington uses the mooted disqualification motion as  
an excuse to engage in an incredibly broad fishing expedition  
seeking on its face documents that if produced would disclose  
privileged communications between the Asbestos Committee's  
counsel and Messrs. Rice and Baron, and the settlement strategies  
and negotiating positions of the Asbestos Committee to the entity  
that is the principal objector to the proposed Reorganization  
Plan.

Furthermore, Ms. Eskin argues that the discovery sought is  
incredibly overbroad and violates the protections for witnesses  
afforded by Rule 45(c) of the Federal Rules of Civil Procedure.
Accordingly, the Asbestos Committee asks the Court to exercise  
its inherent power over case management and discovery by quashing  
the Subpoenas in their entirety and issuing a protective order to  
prohibit the depositions from going forward.

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 GROUP: Discloses Restructuring Plan's Recovery Ratios
--------------------------------------------------------------
Parmalat communicates the recovery ratios relating to the Proposal
of Composition with Creditors contained in the Restructuring Plan  
filed with the Ministry of Production Activities on 21 June 2004.   
These ratios form the basis for the conversion of the unsecured  
debt of the 16 companies in Extraordinary Administration and  
included in the Composition with Creditors, into shares of the  
Assuming Entity (Assumptor) to which all the assets and  
liabilities of these 16 companies will be transferred.

It should be noted that the Restructuring Plan and the Proposal of
Composition with Creditors have not yet been approved by the
Minister of Production Activities and that therefore the content
published today still cannot be considered as final.

For more details regarding the ratios and the criteria adopted in
their calculation, Parmalat will post on its website, for the
benefit of all creditors, some sections of the Restructuring Plan
filed with the Minister of Production Activities (in a non-final
version since this has not yet been approved by the Minister).

Creditors eligible for the Proposal of Composition with Creditors
will also be assigned warrants of the Assumptor.

                       (A) Recovery Ratios

Parmalat Finanziaria SpA in Extraordinary Administration
communicates that, in relation to the Parmalat Group Restructuring
Program filed with the Ministry of Productive Activities by
Extraordinary Commissioner Dr. Enrico Bondi on June 21, 2004,
according to the calculations carried out and on the basis of
information available at the point of filing of the Program, the
following table sets out the recovery ratios relating to the
unsecured debt towards third parties of the 16 companies in
Extraordinary Administration and included in the Proposal of
Composition with Creditors contained within the Program:

      (1) Parmalat Finanziaria SpA,
      (2) Parmalat SpA,
      (3) Eurolat SpA,
      (4) Lactis SpA,
      (5) Geslat Srl,
      (6) Parmengineering Srl,
      (7) Contal Srl,
      (8) Dairies Holding International BV,
      (9) Parmalat Capital Netherlands BV,
     (10) Parmalat Finance Corporation BV,
     (11) Parmalat Netherlands BV,
     (12) Olex SA,
     (13) Parmalat Soparfi SA,
     (14) Newco Srl,
     (15) Panna Elena CPC Srl, and
     (16) Centro Latte Centallo Srl

"Recovery ratio" means the ratio between all of the assets and all
of the liabilities of each company included in the Proposal of
Composition with Creditors.  From these recovery ratios will be
derived the number of shares of the Assumptor to be assigned to
Unsecured Creditors of each company included in the Composition
with Creditors.  The Proposal of Composition with Creditors
foresees:

        (i) full settlement in cash by the Assumptor of all of
            the claims from preferential creditors;

       (ii) full settlement in cash by the Assumptor of all
            creditor claims accepted on a pre-deduction basis;

      (iii) partial settlement of the claims of Unsecured
            Creditors through allocation of Assumptor shares in
            different proportion, depending on the condition of
            their debtor company.  The creditors will also
            receive free of charge one warrant (valid to
            subscribe one share) for each allotted share, up to a
            maximum of 500 allotted shares.  Each Warrant can be
            exercised to subscribe one share at a price equal to
            its par value.  The Warrants will be exercisable at
            any time within the tenth day of the month following
            the month when an exercise application is filed
            between 2005 and 2015.

For details regarding the ratios and the criteria adopted for
their calculation, Parmalat will post on its website
http://www.parmalat.net/for the benefit of all creditors, some   
sections of the Program filed with the Minister of Production  
Activities.  It should be noted that the Plan is not yet  
finalized and as such has not been approved by the MPA.

It should also be noted that the recovery ratios [with respect to
each of the 16 companies] are based on a provisional
reconstruction of the sum of liabilities of each Company included  
in the Composition with Creditors, since the proceedings allowed  
under Article 4 bis, Section 5 and 6, of the Law could alter the  
amount of each Company's sum of liabilities, which, in turn,  
could affect the assets of other Companies included in the  
Composition with Creditors (direct or indirect creditors of the  
former).  Because of this situation and of other circumstances  
that could alter the sum-of-assets to sum-of-liabilities ratios  
computed, as soon as the lists of accepted claims, claims  
accepted with reservation and excluded claims are published,  
final recovery ratios and the resulting allocations of Assumptor  
shares to the Unsecured Creditors of Companies included in the  
Composition with Creditors will be published.

                                          Recovery Ratio for
     Company                              third parties debt
     -------                              ------------------
     Parmalat Finanziaria SpA                     11.3%
     Parmalat SpA                                  7.3%
     Centro Latte Centallo Srl                   100.0%
     Contal Srl                                   17.2%
     Eurolat SpA                                 100.0%
     Parmengineering Srl                          76.1%
     Geslat Srl                                   19.9%
     Lactis SpA                                  100.0%
     Newco Srl                                   100.0%
     Panna Elena CPC Srl                         100.0%
     Olex SA                                     100.0%
     Parmalat Soparfi SA                          26.9%
     Dairies Holding International BV            100.0%
     Parmalat Capital Netherlands BV               0.0%
     Parmalat Finance Corporation BV               4.6%
     Parmalat Netherlands BV                       2.3%

     * [Soparfi and Parmalat Finance Corp. issued bonds
       guaranteed by Parmalat SpA.]  [D]ue to the guarantee,
       creditors will receive Recovery Ratios from both issuer
       and guarantor (save for Parmalat Soparfi bond due 2032
       which is assisted by a subordinated guarantee from
       Parmalat SpA).

     * [Parmalat Capital Netherlands issued bonds guaranteed by
       Finanziaria.]  [D]ue to the guarantee, creditors will
       receive Recovery Ratios from both issuer and guarantor.

     * [Parmalat Netherlands issued bonds guaranteed by
       Finanziaria and Parmalat SpA.]  [D]ue to the guarantees,
       creditors will receive Recovery Ratios from issuer and
       guarantors.  [Parmalat Netherlands also issued] private
       placements assisted by Parmalat SpA guarantee; due to the
       guarantee, creditors will receive Recovery Ratios from
       issuer and guarantor.

     For the sake of clarity, see the two examples below:

     (1) Example 1:  Bondholder of EUR1,000 issued by Parmalat
         Finance Corporation BV.

         Bondholder will receive Recovery Ratio of Parmalat
         Finance Corporation BV and of the guarantor Parmalat
         S.p.A.: 4.6% + 7.3% = 11.9%.  For EUR1.000 of bonds, the
         creditor will receive 119 shares and 119 Warrants of
         Assumptor

     (2) Example 2: Bondholder of EUR1,000 issued by Parmalat
         Capital Netherlands BV.

         Bondholder will receive Recovery Ratio of Parmalat
         Capital Netherlands BV and of the guarantor Parmalat
         Finanziaria SpA: 0% + 11.3% = 11.3%.  For EUR1,000 of
         bonds, the creditor will receive 113 shares and 113
         Warrants of Assumptor.

     (B) Method for the Determination of the Recovery Ratios

[T]he description of the method applied for the calculation  
of the recovery ratios readers are [provided in] the Program.

Given that by "recovery ratio" it is meant the ratio between  
the sum of assets and the sum of liabilities of each company in  
the Proposal of Composition with Creditors, the following  
elements have been taken into account:

     -- The total assets of each company subject to the
        Composition with Creditors are, where applicable,
        principally composed of:

           (i) operating business (only for some companies);

          (ii) equity interests;

         (iii) Cash and cash equivalents, if any;

          (iv) Receivables (i.e. receivables from third parties
               and intercompany receivables);

     -- The main components of the sum of liabilities of each
        Company included in the Composition with Creditors are:

           (i) Financial liabilities to third parties (i.e., bank
               loans, publicly-traded bonds, privately placed
               bonds, derivatives, promissory notes, etc.);

          (ii) Financial liabilities toward third parties for
               senior guarantees provided to lenders on behalf of
               Parmalat Group companies.  Because of their very
               nature, subordinated guarantees were not taken
               into account.  All other guarantees were taken
               into account, regardless of whether they had been
               issued:

               (a) by companies under Extraordinary
                   Administration to creditors of companies now
                   in a state of insolvency, or

               (b) by companies under Extraordinary
                   Administration to creditors of companies not
                   in a state of insolvency;

         (iii) Trade accounts payable to unsecured third party
               creditors;

          (iv) Intercompany financial and trade payables.

A breakdown of the indebtedness of Companies included in the
Composition with Creditors is provided in [the Program].

            (C) Allocation of the Assumptor's Shares
       to the Unsecured Creditors of Each of the Companies
           Included in the Composition with Creditors

The Assumptor's shares will be allocated [] to each of the
Companies included in the Composition with Creditors based on the  
recovery ratios. . . .  More specifically, each Company's  
Unsecured Creditors (excluding intercompany credits of Companies
under Extraordinary Administration that are included in the  
Composition with Creditors, that will not receive Assumptor's  
shares) will receive a percentage of the Assumptor's shares  
determined by weighting the total of their claims (i.e., the sum  
of liabilities of the Company in question) on the basis of the  
applicable recovery ratio and determining their weight within the  
context of the Assumptor's final stockholder base.

                                  Debt Weighted    % of the
                                  According to     Assumptor's
Company                              Ratios           Shares
-------                           -------------    -----------
Parmalat Finanziaria SpA               155.3           8.3%
Parmalat SpA                           901.0          47.9%
Centro Latte Centallo Srl                2.3           0.1%
Contal Srl                              24.0           1.3%
Eurolat SpA                            304.5          16.2%
Parmengineering Srl                      6.3           0.3%
Geslat Srl                              23.4           1.2%
Lactis SpA                              24.1           1.3%
Newco Srl                                1.4           0.1%
Panna Elena CPC Srl                      7.3           0.4%
Olex SA                                  0.3           0.0%
Parmalat Soparfi SA                    154.4           8.2%
Dairies Holding International BV        22.5           1.2%
Parmalat Capital Netherlands BV          0.0           0.0%
Parmalat Finance Corporation BV        239.1          12.7%
Parmalat Netherlands BV                 13.7           0.7%
                                  -------------    -----------
     TOTAL                           1,879.6         100.0%

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


PARMALAT: Plans To Pick Buyer For Argentine Unit By Month-End
-------------------------------------------------------------
Parmalat SpA intends to lock in the sale of its Argentine unit
before August 1, 2004.  Parmalat opened the bidding for its
Argentine and Uruguayan operations in early May 2004 and the
deadline for bids to be submitted to the Milan office of KPMG,
LLP, who is managing the sale, was May 21.

Six groups have expressed interest for Parmalat Argentina and
representatives from the interested companies and investment
funds will be touring the Argentine unit in the coming weeks.  
Parmalat may select a buyer during the last week of July 2004.

The potential buyers include Saputo Inc. of Canada, another dairy
company.  The other interested parties include investment groups
Coinvest, American Invest Group, Dolphin Fund and Pegasus.

HSBC Holdings also indicated interest for the Argentine
operations but as a minority shareholder.

Southern Cross, a private equity fund, and businessman Sergio
Taselli, a shareholder in train operator Metropolitano, have
pulled out.

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)   


PLEJ'S LINEN: Committee Hires Traub Bonacquist as Attorneys
-----------------------------------------------------------
The Official Unsecured Creditors Committee appointed in Plej's
Linen Supermarket SoEast Stores, LLC's chapter 11 cases sought and
obtained approval from the U.S. Bankruptcy Court for the Western
District of North Carolina, Charlotte Division, to hire Traub
Bonacquist & Fox LLP as its general counsel.

Michael S. Fox, Esq., assures the Court that he, his partners and
his firm are "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

Traub Bonacquist is expected to:

   a) provide legal advice with respect to the Committee's
      powers and duties and keep the Committee informed of
      developments;

   b) assist the Committee in evaluating the legal basis for,
      and effect of, the various pleadings that will be filed by
      the Debtor and other parties in interest in these cases;

   c) investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors;

   d) assist the Committee in evaluating the monthly reports and
      evaluating and negotiating the Debtors' or any other
      party's plan of reorganization and any associated
      disclosure statement;

   e) consult with the Debtors and their professionals
      concerning administration of the case and development of
      exit strategy, disclosure statement and plan;

   t) commence and prosecute any and all necessary and
      appropriate actions and/or proceedings on behalf of the
      Committee in this case;

   g) appear in Court in all appropriate matters to advance the
      interests of the Committee; and

   h) perform all other legal services for the Committee which
      may be necessary and proper in these proceedings.

The principal attorneys and paralegals presently designated to
represent the Committee and their current hourly rates are:

                        Regular       Discounted
      Attorney          Hourly Rate   Hourly Rate
      --------          -----------   -----------
      Michael Fox       $535          $455
      Adam Friedman     $410          $350
      Katie Richardson  $240          $200

      Paralegal   
      ---------   
      Reyko Delpino     $150          $125

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, it estimated debts and assets of over $10 million.


RCN CORP: Directors Turn to Winston & Strawn for Legal Counsel
--------------------------------------------------------------
Winston & Strawn, LLP, is an international law firm of nearly
900 attorneys, with considerable experience in practice areas  
including litigation, corporate, tax and securities law.  
Winston & Strawn also has considerable experience, expertise
and knowledge with respect to reorganizations under Chapter 11
of the Bankruptcy Code.

RCN Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Winston & Strawn, as of June 7, 2004, as special counsel to
represent the members of RCN's Board of Directors.  Winston &
Strawn will provide the Board of Directors with legal services  
and advice in connection with the Debtors' Chapter 11 cases,  
including:

   -- corporate governance matters;

   -- the Board of Directors' fiduciary duties;

   -- matters concerning the Securities and Exchange Commission,
      the Federal Communications Commission or any other federal,
      state or local regulatory agency; and

   -- any investigations and securities class actions or
      shareholder derivative actions.

Winston & Strawn will also advise the RCN Board of Directors with
respect to other matters including, but not limited to:

   (a) conducting legal research, collection and review of
       documents, interviews of relevant current and former
       officers, directors and employees of the Debtors and other
       tasks in connection with the Proceedings;

   (b) reviewing developments in the Debtors' cases and advising
       the Board of Directors in connection the developments;

   (c) providing legal advice to the Board of Directors in
       support of its ongoing responsibilities with respect to
       the Debtors' operations, including attendance at meetings
       of the Board of Directors and its committees;

   (d) representing and providing services requested by the Board
       of Directors in connection with any litigation that may be
       brought against it;

   (e) if necessary, appearing before the Bankruptcy Court, any
       district or appellate courts, and the United States
       Trustee on the Board of Directors' behalf with respect
       to certain matters; and

   (f) providing the full range of legal services and advice
       normally associated with related contested matters or
       litigation.

RCN Corporation Senior Vice President and Chief Restructuring  
Officer Anthony M. Horvat clarifies that Winston & Strawn will  
not be involved in interfacing with the Court and will not be  
primarily responsible for the Debtors' general restructuring  
efforts.  However, the firm may, on occasion, interface with the  
Court to the extent necessary to assist the Debtors and their  
bankruptcy counsel.  Winston & Strawn will coordinate with, and  
assist Skadden, Arps, Slate, Meagher & Flom, LLP, in connection  
with the Debtors' Chapter 11 cases.

Winston & Strawn will be compensated based on its hourly rates  
for services performed in its representation of the Board of  
Directors.  The firm's hourly rates range from:

             Partners                     $325 - 695
             Counsel and Associates        160 - 440
             Paraprofessionals             105 - 175

David Neier, a partner at Winston & Strawn, assures the Court  
that the firm is a "disinterested person," as the term is defined  
in Section 101(14) of the Bankruptcy Code.  Winston & Strawn has  
no connection with, and holds no interest adverse to, the  
Debtors, their estates, their creditors, or any other party-in-
interest in the matters for which the firm is to be retained.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- is a provider of bundled Telecommunications  
services. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 04-13638) on
May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,486,782,000 in assets and
$1,820,323,000 in liabilities. (RCN Corp. Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)     


RELIANCE FINANCIAL: Discloses Bank Claim Holders & Pro Rata Shares
------------------------------------------------------------------
Reliance Financial Services Corporation discloses the identities
of the holders of its Bank Debt:

   Entity                            Pro Rata Bank Claim Share
   ------                            -------------------------
   ABN AMRO Bank N.V.                         7.23810%
   Credit Lyonnais S.A.                       8.49524%
   Deutsche Bank Trust Co. Americas          10.01905%
   Firstrust Bank                             3.80952%
   Bank of Montreal                           7.23810%
   Wachovia Bank (f/k/a First Union)          7.23810%
   JPMorgan Chase Bank                        8.49524%
   SPS High Yield Loan Trading                2.16141%
   AG Capital Funding Partners, LP            2.12632%
   Amroc Capital Funding Partners            21.06667%
   High River, LP                             8.49524%
   Silver Oak Capital, LLC                    6.37895%
                                            ---------
   Total                                    100.00000%

SPS High Yield Loan Trading is an affiliate of JPMorgan Chase
Bank.  High River Limited Partnership has an ownership interest
in Amroc Capital Funding Partners' portion of the RFSC bank debt
through a participation interest.

Icahn & Co. has an ownership interest in both AG Capital Funding
Partners' portion and Silver Oak Capital's portion of the RFSC
bank debt through a participation interest.

Reliance Financial owes the Bank Debt holders:

   Loan               Principal   Interest Due       Total
   ----               ---------   ------------       -----
   Revolving Loan  $137,500,000     $8,941,310    $146,441,320
   Term Loan        100,000,000      6,502,778     106,502,778
                                                  ------------
   Total                                          $252,944,097

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)    


RURAL CELL: To Pay Quarterly Preferred Stock Dividends on Aug. 15
-----------------------------------------------------------------
The quarterly dividends on Rural Cellular Corporation's
(Nasdaq:RCCC) 12-1/4% Junior Exchangeable Preferred Stock will be
paid on August 15, 2004, to holders of record on August 1, 2004.
The Junior Exchangeable Preferred Stock dividend will be paid in
shares of Junior Exchangeable Preferred Stock at a rate of 3.0625
shares per 100 shares. Fractional shares for the Junior
Exchangeable Preferred Stock will be paid in cash.

The Company's Board of Directors has determined not to declare the
quarterly dividend payable on the 11-3/8% Senior Exchangeable
Preferred Stock. This dividend would have been payable in cash on
August 15, 2004, to holders of record on August 1, 2004.

Rural Cellular Corporation (Nasdaq:RCCC), based in Alexandria,
Minnesota, provides wireless communication services to Midwest,
Northeast, South and Northwest markets located in 14 states.

As of March 31, 2004, Rural Cellular Corporation's balance sheet  
shows a total shareholders' deficit of $542,522,000 compared to a  
deficit of $526,830,000 at December 31, 2003.


SEALY CORPORATION: Issues Sr. Pay-In-Kind Notes and Common Stock
----------------------------------------------------------------
Sealy Corporation, the ultimate parent company of Sealy Mattress
Corporation and Sealy Mattress Company, issued $75.0 million
aggregate principal amount of senior subordinated pay-in-kind
(PIK) notes and $37.5 million of common stock to certain
institutional investors in transactions exempt from registration
under the Securities Act of 1933.

The notes accrue interest in-kind at 10% per year, compounded
semi-annually. Sealy Corporation is not required to pay accrued
interest on the notes in cash for the entire time that the notes
are outstanding. The notes mature on July 15, 2015, following the
maturities of substantially all other existing indebtedness of
Sealy Mattress Company, including its $685 million senior secured
credit facility, $100 million senior unsecured term loan and $390
million senior subordinated notes. At maturity, the outstanding
principal amount of the notes, along with any accrued and unpaid
interest, will be paid in cash by Sealy Corporation.

Sealy Corporation may redeem the notes at its option at any time,
in whole or in part, at an initial price of 105% of the principal
amount thereof plus all accrued interest not previously paid in
cash, which price declines to 102.5% after the first anniversary
of issue, 101% after the second anniversary of issue and 100%
after the third anniversary of issue. At any time prior to the
third anniversary of issue, Sealy Corporation may also use the
proceeds of an equity offering to redeem any or all of the notes
at its option at a price of 101% of the principal amount thereof
plus all accrued interest not previously paid in cash. In
addition, upon a change of control of Sealy Corporation and the
repayment of Sealy Mattress Company's senior secured credit
facility, holders of the notes will be able to require Sealy
Corporation to repurchase the notes at a price of 101% of the
principal amount thereof plus all accrued interest not previously
paid in cash. The terms of the notes include covenants and events
of default similar to those contained in the 8.25% senior
subordinated notes due 2014 issued by Sealy Mattress Company in
connection with the merger of Sealy Corporation with affiliates of
Kohlberg Kravis Roberts & Co. L.P. (KKR) on April 6, 2004.

The $112.5 million in gross proceeds from the transactions will be
returned to existing investors in Sealy Corporation by a
combination of cash distributions to shareholders and option
holders as well as share repurchases of Sealy Corporation common
stock. As a result of the issuance, KKR and certain of Sealy
Corporation's stockholders, including affiliates of Bain Capital
LLC, that retained ownership interests in Sealy Corporation in
connection with the merger with KKR will retain approximately
82.9% and 7.6%, respectively, of the outstanding common stock of
Sealy Corporation.

Sealy is the largest bedding manufacturer in the world with sales
of over $1 billion in 2001. The Company manufactures and markets a
broad range of mattresses and foundations under the Sealy(R),
Sealy Posturepedic(R), Sealy Crown Jewel(R), Sealy Correct
Comfort(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 31 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.

At February 29, 2004, Sealy Corporation's balance sheet shows a
stockholders' deficit of $61,850,000 compared to a deficit of
$76,162,000 at November 30, 2003.


SHOWCASE AUTO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Showcase Auto Plaza
        3737 McHenry
        Modesto, California 95356

Bankruptcy Case No.: 04-92709

Type of Business: The Debtor is an auto dealer and provides auto
                  service and repair.
                  See http://www.showcaseautoplaza.com/

Chapter 11 Petition Date: July 15, 2004

Court: Eastern District Of California (Modesto)

Judge: Thomas Holman

Debtor's Counsel: Donald W. Fitzgerald, Esq.
                  Felderstein Fitzgerald Willoughby
                  & Pascuzzi LLP
                  400 Capitol Mall #1450
                  Sacramento, CA 95814-4434
                  Tel: 916-329-7400

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
------                        ---------------       ------------
Pacific State Bank            Trade Debt                $600,000
P.O. Box 1649
Stockton, CA 95201-1649

KIA Motors America            Trade Debt                $119,324

Reynolds and Reynolds         Trade Debt                 $51,425

Modesto Bee                   Trade Debt                 $29,296

Enterprise Rent A Car         Trade Debt                 $28,751

Motor Parts                   Trade Debt                 $22,253

Alexandria Perrin             Trade Debt                 $22,815

Acclaimed Health Services     Trade Debt                  $6,666

Newgen Results                Trade Debt                  $5,821

Chevron                       Trade Debt                  $5,789

Partsline                     Trade Debt                  $5,742

Threshold Communications      Trade Debt                  $5,742

Calif Auto Assoc.             Trade Debt                  $5,290

National Credit Center        Trade Debt                  $5,180

American Heritage Life        Trade Debt                  $5,070

CL Bryant, Inc.               Trade Debt                  $4,958

Advanced Auto Body            Trade Debt                  $4,520

Quigley Nor Cal               Trade Debt                  $4,386

In Touch                      Trade Debt                  $4,280

Budget Tire                   Trade Debt                  $4,100


SOLUTIA INC: Wants to Pay Letter of Credit Claims
-------------------------------------------------
Solutia, Inc., wants to pay certain claims related to fully
secured letters of credit by allowing a set-off against and
payment from the cash collateral securing those claims.

                    Citibank Letters of Credit

Before the Petition Date, Citibank issued 13 letters of credit,
12 of which were issued for Solutia's account and one of for the
account of Solutia UK, Ltd., a non-debtor subsidiary of Solutia.
As of the Petition Date, the estimated aggregate face amount of
the Citibank L/Cs was $75,200,000.  The account parties'
obligations to Citibank under the Citibank L/Cs are secured by
funds maintained in an account with Citibank, Account No. 3055-
7563.  As of the Petition Date, the Citibank L/C Account held
about $76,600,000 in funds, and Citibank had a perfected lien on,
and right of set-off against, the funds in that account.

Pursuant to a January 20, 2004 Court Order, all of the Citibank
L/Cs, except for one, were deemed to be issued under the DIP Loan
Agreement and secured by the collateral package securing all of
the Debtors' obligations under the DIP Loan Agreement.  Because
separate collateral was provided, Citibank released and
transferred to Solutia about $48,700,000 from the Citibank L/C
Account, leaving $28,000,000 as collateral.

Citibank accrued claims for fees, costs and expenses in
connection with the Citibank L/Cs.  As of the June 30, 2004
Accrual Date, the Citibank L/C Fees totaled more than $267,000,
made up of more than $205,000 in letter-of-credit fees and more
than $62,000 in other costs and expenses.

On January 9, 2004, one of the Citibank L/Cs, No. NY-00928-
30033349, for which Solutia is the Account Party, was drawn by
the beneficiary, Toray Industries Inc., for $26,900,000.  The
draw on the Toray L/C gave rise to a reimbursement claim by
Citibank against Solutia in that amount, which is secured by the
funds in the Citibank L/C Account.  Since the Toray L/C Draw
Date, interest has accrued and continues to accrue on the claim.
As of the Accrual Date, the accrued interest totaled $800,000.
Interest continues to accrue on the claim at the rate of $4,400
per day.

As of the Accrual Date, the total accrued amount of the Toray
Claim and the Citibank L/C Fees was about $27,900,000, and about
$28,000,000 remained in the Citibank L/C Account.

                  Chase and HSBC Letters of Credit

Before the Petition Date, The Chase Manhattan Bank, NA, issued 13
letters of credit and HSBC Bank USA issued one letter of credit,
all for Solutia's account.  As of the Petition Date, the
estimated aggregate face value of the Chase/HSBC L/Cs was
$35,500,000.  Citibank is the collateral agent for Chase and HSBC
with respect to the Chase/HSBC L/Cs and it maintains a Citibank
account, Account No. 3051-5371, to secure obligations for certain
designated letter of credit obligations, including all
obligations related to the Chase/HSBC L/Cs and obligations
relating to these other letters of credit:

    -- three letters of credit issued by Citibank for which
       Solutia was the account party;

    -- 11 letters of credit issued by KBC Bank, N.V.; and

    -- certain letters of credit issued by HSBC for which non-
       debtor subsidiaries of Solutia were the account parties.

As of the Petition Date, the Designated L/C Account held about
$52,000,000, and Citibank had a perfected lien on, and right of
set-off against, the funds in the account for the benefit of the
issuers of the Designated L/Cs.  Shortly after the Petition Date,
Citibank released to Solutia $13,000,000 of the collateral from
the Designated L/C Account in connection with certain
transactions authorized by the Financing Order related to the
Additional Citibank L/Cs.

Citibank has released to Solutia an additional $10,000,000 from
the Designated L/C Account to reflect that, after the
cancellation of certain underlying letters of credit, the
collateral in that account far exceeded the claims it was
securing, leaving about $28,800,000 of collateral in the
Designated L/C Account for the benefit of Citibank and the
issuers of the remaining Designated L/Cs.

The obligations secured by the collateral in the Designated L/C
Account include:

    A. As of the Accrual Date:

       (a) the estimated aggregate face amount of the Chase/HSBC
           L/Cs was about $23,600,000;

       (b) claims accrued by Chase and HSBC before the Petition
           Date for fees, costs and other expenses in connection
           with the Chase/HSBC L/Cs, total $317,000, with
           $270,000 owing to Chase and $47,000 owing to HSBC; and

       (c) claims accrued by Chase and HSBC after the Petition
           Date for fees, costs and expenses in connection with
           the Chase/HSBC L/Cs, total $668,000 with $529,000
           owing to Chase and $139,000 owing to HSBC;

    B. Before the Additional Citibank L/Cs were deemed issued
       under the DIP Loan Agreement, Citibank had accrued claims
       for fees, costs and expenses in connection with the
       Additional Citibank L/Cs.  As of the Accrual Date, the
       Additional Citibank L/C Claims totaled at least $201,000,
       consisting of at least $142,000 in letter-of-credit fees
       and $59,000 in other costs and expenses; and

    C. As of the Accrual Date, the estimated aggregate face amount
       of the Europe L/Cs was $2,400,000.  The Non-Debtors
       continue to pay fees and satisfy other obligations in
       connection with the Europe L/Cs in the ordinary course of
       their businesses.

Accordingly, Solutia asks the Court to lift the automatic stay to
allow it to pay:

    (a) the Citibank L/C Claims by permitting Citibank to realize
        on, and set off against, funds in the Citibank L/C
        Account, and to apply those funds in full and final
        payment of the Citibank L/C Claims; and

    (b) any remaining Citibank L/C Claims, the Additional Citibank
        L/C Claims, the Prepetition Chase/HSBC L/C Fees and the
        Postpetition Chase/HSBC L/C by permitting Citibank to
        realize on, and set off against, funds in those amounts in
        the Designated L/C Account, and to apply those funds in
        full and final payment of the remaining Citibank L/C
        Claims, the Additional Citibank L/C Claims, the
        Prepetition Chase/HSBC L/C Fees and the Postpetition
        Chase/HSBC L/C Fees.

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)


STAR TELECOM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Star Telecom Network Inc.
        21243 Ventura Boulevard #241
        Woodland Hills, California 91364

Bankruptcy Case No.: 04-14758

Type of Business: The Debtor is a distributor of prepaid phone
                  cards at wholesale prices.
                  See http://www.starprepaid.com/

Chapter 11 Petition Date: July 14, 2004

Court: Central District of California (San Fernando Valley)

Judge: Arthur M. Greenwald

Debtor's Counsel: David W. Levene, Esq.
                  Levene, Neale & Bender
                  1801 Avenue of Stars, Suite 1120
                  Los Angeles, CA 90067
                  Tel: 310-229-1234

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Global Crossing                          $1,700,000
1080 Pittsford-Victor Road
Pittsford, NY 14534

Mercury Telecomm (WCCS)                    $250,000

Union Telecard Alliance                    $216,345

Locus Telecommunications, Inc.              $99,205

Harvard Label                               $97,920

Verso Technologies (NACT)                   $66,200

World Communication Group                   $56,576

Mundetel                                    $50,000

Dacom America                               $31,797

Primo Graphics                              $27,495

Legend Labels & Card Printing               $22,700

T-Cast                                      $14,918

Network IP                                  $13,456

Telstar                                     $10,655

Coast United Advertising                     $9,000

Birch, Stewart, Kolasch & Birch              $6,963

Fed Ex                                       $6,716

Kehr Schiff Crane                            $5,715

Office Team                                  $4,363

Accountemps                                  $4,110


STILLWATER MINING: S&P Places Ratings on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on Columbus, Montana-based
Stillwater Mining Co. on CreditWatch with negative implications.
The rating action follows the company's announcement that workers
at its Stillwater mine have gone on strike.

"While Standard & Poor's views the likelihood of a prolonged
strike as low, a strike of more than several months at
Stillwater's key mine, which accounts for about 75% of its
production, could adversely impact the company's liquidity
profile," said Standard & Poor's credit analyst Dominick D'Ascoli.

The strike has stalled the company's efforts to refinance its
existing bank facility. Standard & Poor's expects Stillwater to
use its liquidity of around $60 million while the strike is in
effect.

Standard & Poor's will continue to monitor the strike situation.
Upon a quick resolution of the strike, the ratings would be
removed from CreditWatch and affirmed. Should the strike be
prolonged, ratings could be lowered.


STRATUS SERVICES: Extends Pref. Stock Exchange Offer to July 31
---------------------------------------------------------------
Stratus Services Group, Inc., the SMARTSolutions(TM) Company (OTC
Bulletin Board: SSVG) (formerly OTC Bulletin Board: SERV), is
again extending, until July 31, 2004, the expiration date of its
exchange offer to the holders of its Series E Preferred Stock.

This news release shall not constitute an offer to exchange or
sell, or the solicitation of an offer to exchange or buy, nor
shall there be any exchange or sale of these securities in any
State in which such offer, exchange, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.

Stratus is a national provider of business productivity consulting
and staffing services through a network of twenty-seven offices in
seven states. Through its SMARTSolutions(TM) technology, Stratus
provides a structured program to monitor and reduce the cost of a
customer's labor resources. Through its Stratus Technology
Services, LLC joint venture, the Company provides a broad range of
information technology staffing and project consulting.

                        *   *   *
  
As reported in the Troubled Company Reporter's March 25, 2004  
edition, at December 31, 2003, Stratus Services Group, Inc. had   
limited liquid resources. Current liabilities were $23,601,396
and current assets were $15,806,407.  The difference of $7,794,989
is a working capital deficit, which is primarily the result of
losses incurred during the years ended September 30, 2003, 2002
and 2001. Current liabilities include a cash overdraft of
$349,179, which is represented by outstanding checks.  These
conditions raise substantial doubts about the Company's ability to
continue as a going concern.  
   
The Company's continuation of existence is dependent upon the   
continued cooperation of its creditors, its ability to generate   
sufficient cash flow to meet its continuing obligations on a   
timely basis, to fund the operating and capital needs, and to   
obtain additional financing as may be necessary.


SUNNY DELIGHT: S&P Withdraws BB- Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on Sunny Delight Beverages Company, originally
assigned on May 20, 2004. Additionally, Standard & Poor's withdrew
its 'BB-' bank loan ratings and '3' recovery ratings for the
company's $150 million first-lien dollar term loan due 2011, $100
million first-lien euro term loan due 2011, and $50 million
five-year revolving credit facility. The 'B' bank loan rating and
'5' recovery rating for Sunny Delight's $35 million second-lien
senior secured bank loan due 2011 were also withdrawn. Standard &
Poor's has withdrawn the ratings because these financing
transactions were never completed.


TECHNICAL COATINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Technical Coatings Laboratory, LLC
        205 Old Farms Road
        Avon, Connecticut 06001

Bankruptcy Case No.: 04-22105

Type of Business: The Debtor manufactures hot-stamping foils,
                  coatings and paints used to enhance greeting
                  cards, book jackets, labels and other items.
                  See http://www.e-tcl.com/

Chapter 11 Petition Date: July 12, 2004

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: James Berman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: 203-368-4234

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Toray Plastics (America, Inc.)             $288,299
Lumirror Division
50 Belver Avenue
North Kingstown, RI 0852

Edwards & Angell, LLP                      $155,182

Dock Resins Corporation                     $88,693

First New England Capital 2 LP              $86,944

Astro Chemicals, Inc.                       $76,289

Greenville Marketing                        $75,074

Dispersion Services                         $56,778

Monson Companies                            $53,366

Mozel                                       $51,436

Legette, Brashears & Graham                 $48,860

Amerada Hess Corporation                    $44,780

Haggett, Longobardl & Co., LLC              $43,125

Penn Color                                  $42,779

DuPont Teijin Films                         $41,336

McDoo & Allen Quaker Color                  $38,120

Ensign-Bickford Realty Corp.                $31,081

Callahan Company                            $29,194

Electro Power, Inc.                         $29,191

New England Chemcentral                     $29,078

Sun Chemical (MA)                           $29,005


TELEWEST COMMS: Reports Details of Common Stock Distribution
------------------------------------------------------------
Telewest Communications plc reports the passage of the "bar dates"
for the schemes of arrangement comprising part of its financial
restructuring. With the passage of the bar dates, the Schemes are
closed to claims for which no notice has been received and
Telewest will proceed with the distribution of the common stock of
Telewest Global, Inc. to its creditors and shareholders in
accordance with the attached distribution schedule.

Trading in Telewest Global's common stock on the Nasdaq National
Market will commence on 19 July 2004 under the symbol "TLWT".

                        Distribution Schedule

                  Telewest Note and Debenture Holders

Pursuant to the relevant schemes of arrangement an escrow agent
will distribute 241,325,000 shares of Telewest Global common stock
(representing 98.5% of Telewest Global's outstanding common stock)
to the holders of Telewest's and its Jersey finance subsidiary's
notes and debentures. The shares will be distributed amongst the
various notes and debentures as follows:

Notes          Aggregate   Approximate   Multiplier  Approximate
               principal   total number              number of
               amount      of shares of              shares per
                           common stock              $1,000 per
                           to be                     GBP1,000 of
                           distributed      (C)      principal(1)
__________________________________________________________________
9.625%
Senior
Debentures
due
2006          $300,000,000     12,434,919      1.220       41.450
__________________________________________________________________
11% Sr.
Discount
Debentures
Due 2007    $1,536,413,000     65,458,708      1.254       42.605
__________________________________________________________________
11.25% Sr.
Notes
due 2008    $  350,000,000     14,792,798      1.244       42.265
__________________________________________________________________
9.875% Sr.
Notes
due 2010   GBP 180,000,000     12,053,718      1.971       66.965
__________________________________________________________________
9.875% Sr.
Notes
due 2010    $  350,000,000     14,079,319      1.184       40.227
__________________________________________________________________
5.25% Sr.
Convertible
Notes
due 2007   GBP 299,500,000     18,499,185      1.818       61.767
__________________________________________________________________
9.875% Sr.
Discount
Notes
due 2009   GBP 325,000,000     18,462,118      1.672       56.807
__________________________________________________________________
9.25% Senior
Discount
Notes
due 2009    $  500,000,000     17,055,545      1.004       34.111
__________________________________________________________________
11.375% Sr.
Discount
Notes
due 2010    $  450,000,000     14,065,729      0.920       31.257
__________________________________________________________________
6% Sr.
Convertible
Notes
due 2005
(Issued by
Telewest's
Jersey finance
and including
the benefit of
Telewest's
Guarantee)  $1,000,000,000     37,814,386      1.113       75.629
__________________________________________________________________
5% Accreting     
Convertible
Notes
due 2003   GBP 293,600,050     16,608,566      1.665       56.569
__________________________________________________________________
Total:                 (2)    241,324,991
__________________________________________________________________

(1) Principal outstanding at maturity in the case of the 11.375%
    Senior Discount Notes due 2010.

(2) The aggregate total obligation, measured as the sum of the
    principal amounts of each note or debenture multiplied by the
    relevant multiplier (C), is $7,102,976,985.

To determine the number of shares that the holder of a note or
debenture is entitled to receive in connection with a given note
or debenture, multiply the principal amount of the note or
debenture held by the applicable multiplier (C), divide that
number by $7,102,976,985 (A) and multiply by 241,325,000 (B):

          (principal amount of note or debenture held x C)   x   B
          ------------------------------------------------
                                A

It is anticipated that the distribution of shares will be
completed on 19 July 2004.

No fractional shares will be distributed to the holders of notes
and debentures. Fractional interests will be aggregated and sold
on the open market. The net proceeds of such sales will be paid to
the UK National Society for the Prevention of Cruelty to Children.

                     Telewest Shareholders

Pursuant to the Telewest scheme of arrangement, Telewest
shareholders on the register of members on 14 July 2004 will be
allocated in aggregate, 3,675,000 shares of Telewest Global common
stock (representing 1.5% of Telewest Global's outstanding common
stock). The shares of common stock will be distributed to eligible
shareholders as set forth below.

Number of
Telewest        Number of Telewest ADRs     Number of shares of
Ordinary Shares                             Telewest Global common
                                                stock received
__________________________________________________________________
804.4004                4.022002                        1
__________________________________________________________________

Fractional share entitlements will not be distributed to
shareholders. Instead, fractional share entitlements will be
aggregated and sold on the open market. The net proceeds of such
sales will be paid in cash in pounds sterling (without interest)
pro rata to each shareholder entitled to a fractional share.

Telewest Global, the newly-restructured broadband communications
and media group, currently operates a network covering
approximately 4.9 million homes in the UK and provides multi-
channel television, telephone and internet services to
approximately 1.74 million UK households, and voice and data
telecommunications services to around 67,000 business customers.
Its content division, Flextech, is the BBC's partner in UKTV.
Together they are the largest supplier of basic channels to the UK
pay-TV market. For further information go to
http://www.telewest.co.uk/media/


TENET HEALTHCARE: Completes Sale of Redding Medical Center Assets
-----------------------------------------------------------------
A subsidiary of Tenet Healthcare Corporation (NYSE:THC) has
completed the sale of certain hospital assets of Redding Medical
Center in Redding, Calif., to Shasta Regional Medical Center, LLC,
an affiliate of Hospital Partners of America Inc.

Gross proceeds from the sale of the 246-bed hospital are estimated
at approximately $55 million from the sale of property and
equipment. Net after-tax proceeds, including the liquidation of
working capital, are expected to be approximately $57 million. At
this time, proceeds from the sale will be retained by Redding
Medical Center, Inc., the subsidiary that formerly owned the
hospital. Redding Medical Center, Inc. also will retain
substantially all of its pre-closing liabilities.

HPA, a privately held company based in Charlotte, N.C., was
founded to acquire and operate hospitals, in partnership with
physicians, across the country. Tenet Healthcare Corporation,
through its subsidiaries, owns and operates acute care hospitals
and related health care services. Tenet's hospitals aim to provide
the best possible care to every patient who comes through their
doors, with a clear focus on quality and service. Tenet can be
found on the World Wide Web at http://www.tenethealth.com/

                        *   *   *

As reported in the Troubled Company Reporter's June 21, 2004
edition, Standard & Poor's Ratings Services said that the ratings
and outlook on Tenet Healthcare Corp. (B/Negative/--) will not be
affected by an increase in the size of the company's new senior
unsecured note issue due in 2014, to $1 billion from $500 million.
Tenet used $450 million of the proceeds to repay debt due in
2006 and 2007, and the balance will be retained in cash reserves.
Despite the additional debt and interest costs, Standard & Poor's
considers the additional liquidity provided by the cash, as well
as the effective extension of maturities, to be offsetting
factors. The ratings already consider expectations of weak
operating performance and cash flow over the next year while the
negative outlook incorporates the risk of ongoing litigation and
investigations related to the hospital chain's operations.


TEXAS INDUSTRIES: S&P Revises Outlook To Stable From Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
structural steel and cement producer Texas Industries Inc. to
stable from negative.

Standard & Poor's also affirmed its 'BB-' corporate credit and
senior unsecured ratings and 'BB' rating on a $100 million senior
secured revolving bank credit facility. The Dallas, Texas-based
company has about $650 million in total debt.

"The outlook revision reflects improved industry conditions in the
company's structural steel operations, which will result in
improved credit metrics and operating performance indicative of
its current ratings," said Standard & Poor's credit analyst Paul
Vastola. The outlook revision also reflects Standard & Poor's
expectations that the improvement will be sustainable well into
2005.

Improved demand and reduced imports have enabled steel producers,
including TXI, to significantly raise structural steel prices,
more than offsetting high input costs. Indeed, the improved
supply/demand fundamentals have increased TXI's capacity
utilization rate at its Virginia-based steel plant to 70% from a
dismal 50%, enabling this facility to generate a profit in the May
31, 2004, quarter for the first time since its 1999 start-up.

The ratings on TXI reflect its fair business position in the
domestic steel and cement, aggregates, and concrete industries,
which are highly cyclical and intensely competitive. TXI is the
second-largest structural steel producer in the U.S., behind
market leader Nucor Corp. The two companies hold the majority
market share for wide-flange beams used in nonresidential
construction markets.

Owing to weakness in the U.S. dollar, high freight costs and
increased global demand, structural steel imports have waned and
are likely to remain at lower levels for the intermediate term.
Despite persistently weak nonresidential construction activity,
domestic producers have supplanted imports and increased
production and shipment levels. As a result, TXI's steel segment
generated $48 million in operating income for its quarter ended
May 31, 2004, its highest level to date. Prior to the quarter
ended Feb. 28, 2004, in which the company generated $11.5 million
in operating income, this segment had six consecutive quarters of
losses.


TRANSMONTAIGNE: Board Okays UBS Assistance in Evaluating Options
----------------------------------------------------------------
TransMontaigne Inc.'s (AMEX: TMG) Board of Directors has
authorized management to engage UBS Investment Bank to assist the
Company in evaluating its strategic alternatives.

TransMontaigne Inc. is a refined petroleum products distribution
and supply company based in Denver, Colorado with operations in
the United States, primarily in the Gulf Coast, Midwest and East
Coast regions. The Company's principal activities consist of (i)
terminal, pipeline, and tug and barge operations, (ii) supply,
distribution and marketing and (iii) supply management services.
The Company's customers include refiners, wholesalers,
distributors, marketers, and industrial and commercial end-users
of refined petroleum products. Corporate news and additional
information about TransMontaigne Inc. is available 24 hours a day,
7 days a week on the Company's web site:
http://www.transmontaigne.com/

                        *   *   *

As reported in the Troubled Company Reporter's June 1, 2004
edition, Standard & Poor's Ratings Services lowered its ratings on  
terminaling company TransMontaigne Inc. (TMG) to 'BB-' from 'BB'  
and removed the ratings from CreditWatch with negative
implications where they were placed on March 26, 2004. The outlook  
is now negative.

Colorado-based TMG had $385 million of debt as of March 31, 2004.
      
"The rating actions follow a review of TMG's historic and  
prospective financial performance and its current business model,"  
noted Standard & Poor's credit analyst Paul B. Harvey. "In  
Standard & Poor's opinion, a rise in refined product prices has  
led to aggressive borrowing on the company's working-capital  
facility, weakening TMG's financial flexibility, increasing the  
capital intensity of the company's business, and raising debt  
leverage," he continued. Although TMG strengthened its financial  
profile modestly during the quarter ended March 31, 2004,  
liquidity and financial performance measures remain well-below  
Standard & Poor's expectations and are not expected to reach such  
expectations in the near term. Further increases in debt leverage  
or a weakening of the company's profitability or cash flow could  
provoke an additional ratings downgrade.


TRANSMONTAIGNE INC: S&P Affirms BB- Ratings & Revises Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
TransMontaigne Inc. (BB-/Developing/--) and revised its outlook to
developing from negative. The rating actions follow
TransMontaigne's announcement that it will "evaluate strategic
alternatives". In the absence of TransMontaigne selling itself to
a higher-rated entity, Standard & Poor's would caution that the
probability of a ratings downgrade exceeds that of a ratings
upgrade, because TransMontaigne's operating and financial trends
have been weaker than expected for some time.

"The change to a developing outlook reflects Standard & Poor's
uncertainty about the possible outcome of TransMontaigne's
actions," noted Standard & Poor's credit analyst Paul B. Harvey.
Standard & Poor's is currently unaware of any pending acquisition
or refinancing of TransMontaigne. "If TransMontaigne is acquired
by a higher-rated entity, credit quality could improve; however,
an acquisition by a lower-rated entity or a refinancing could
negatively affect credit quality and be detrimental to the
subordinated noteholders," he continued. Standard & Poor's will
monitor the progress at TransMontaigne and evaluate its outlook
and ratings when a course of action and its implications have been
defined.

The developing outlook reflects the possibility of negative or
positive rating actions depending on Standard & Poor's evaluation
of the actions, if any, taken by TransMontaigne as it reviews its
alternatives.


TROPICAL SPORTSWEAR: Retains Broker to Market Tampa Facility Sale
-----------------------------------------------------------------
Tropical Sportswear Int'l Corporation (Nasdaq:TSIC), a designer
and marketer of high-quality branded and retailer private branded
apparel, has retained NAI Krauss Organization, a commercial real
estate services company, to market the sale of its 110,000 sq. ft.
cutting facility at 4924 West Waters Street in Tampa, Florida.

The planned sale is part of TSI's ongoing strategy, which includes
transitioning from a manufacturing to a marketing-driven business
model. As previously announced, the Company has transferred all
cutting operations to offshore contractors. The net book value of
the Tampa facility is approximately $3.7 million and TSI expects
to record a gain on the sale. Net proceeds from the sale will be
used to repay borrowings under the Company's revolving credit
line.

"Since launching our restructuring effort earlier this year, TSI
has embarked on a series of strategic asset sales that have
increased our liquidity and improved our financial position," said
Richard Domino, President of TSI. "We also have taken significant
steps towards repositioning the company in a way that allows us to
leverage our expertise, become more competitive and most
importantly, provide greater value to our customers."

TSI also announced the resignation of John T. Berg Jr. as Senior
Vice President, General Manager of TSI's branded division to
pursue personal interests. Richard Domino will serve as interim
General Manager of the branded division while the Company seeks a
permanent division head with substantial brand management
experience.

TSI is a designer and marketer of high-quality branded and
retailer private branded apparel products that are sold to major
retailers in all levels and channels of distribution. Primary
product lines feature casual and dress-casual pants, shorts, denim
jeans, and woven and knit shirts. Major owned brands include
Savaner, Farahr, FlyersT, The Original Khaki Co.r, Bay to Bayr,
Two Pepperr, Royal Palmr, Banana Joer, and Authentic Chino
Casualsr. Licensed brands include Bill Blassr and Van Heusenr.
Retailer national private brands that we produce include Puritanr,
GeorgeT, Member's Markr, Sonomar, Croft & Barrowr, St. John's
Bayr, Roundtree & Yorker, Geoffrey Beener, Izodr, and White Stagr.
TSI distinguishes itself by providing major retailers with
comprehensive brand management programs and uses advanced
technology to provide retailers with customer, product and market
analyses, apparel design, and merchandising consulting and
inventory forecasting with a focus on return on investment.

                         *   *   *

In its Form 10-Q for the quarterly period ended April 3, 2004,
Tropical Sportswear International Corporation reports:

"On June 6, 2003, we renewed our revolving credit line. The
Facility provides for borrowings of up to $95 million, subject to
certain  borrowing base limitations. Borrowings under the Facility
bear variable rates of interest based on LIBOR plus an applicable
margin (5.6% at April 3, 2004), and are secured by substantially
all of our domestic assets. The Facility matures in June 2006. The
Facility contained significant financial and operating covenants
if availability under the Facility falls below $20 million. These
covenants include a consolidated fixed charge ratio of at least
.90x and a ratio of consolidated funded debt to consolidated
EBITDA of not more than 5.25x. The Facility also includes
prohibitions on our ability to incur certain additional
indebtedness or to pay dividends, and restrictions on our ability
to make capital expenditures.

"The Facility contains both a subjective acceleration clause and a
requirement to maintain a lock-box arrangement, whereby
remittances from customers reduce borrowings outstanding under the
Facility. In accordance with Emerging Issues Task Force 95-22,
"Balance Sheet Classification of Borrowings Outstanding under
Revolving Credit Agreements That Include Both a Subjective
Acceleration Clause and a Lock-Box Arrangement", outstanding
borrowings under the Facility of $23.3 million have been
classified as short-term as of April 3, 2004.

"On December 15, 2003, we paid the semi-annual interest payment of
$5.5 million to the holders of our senior subordinated notes.  On
December 16, 2003, availability under our Facility fell below
$20 million, triggering financial covenants which we violated.
This caused us to be in technical default under the Facility.  On
January 12, 2004, we amended the Facility with Fleet Capital,
which among other things reduced aggregate borrowings to $70
million. The default under the Facility was waived on January 12,
2004 by the terms of the Amended Facility.  Although our Amended
Facility provides for borrowings of up to $70 million,  the
amount that can be borrowed at any given time is based upon a
formula that takes into  account,  among other  things,  our
eligible  accounts  receivable  and  inventory,  which can result
in borrowing availability  of less than the full amount.
Additionally, the Amended Facility contains a $10 million
availability reserve base and higher rates of interest than the
Facility. The $10.0 million availability reserve base was met as
of April 3, 2004 and through the date of this filing.  The Amended
Facility also contains monthly financial covenants of minimum
EBITDA levels which began February 2004, and a consolidated fixed
charge coverage ratio and consolidated EBIT to consolidated
interest expense ratio which begin March 2005. The fiscal 2004
minimum EBITDA levels are cumulative month amounts beginning in
the second quarter of fiscal 2004. The minimum EBITDA threshold
for fiscal 2004 ranges from $1.8 million for the two months
ending February 29, 2004 to $11.8 million for the nine months
ending October 2, 2004. We were in compliance with the EBITDA
covenants as of April 3, 2004, and had $13.2 million available for
borrowing under the Amended Facility. While we believe our
operating plans, if met, will be sufficient to assure
compliance with the terms of the Amended Facility, there can be no
assurances that we will be in compliance through fiscal 2004.

"Our estimate of capital needs is subject to a number of risks
and uncertainties that could result in additional capital needs
that have not been anticipated. An important source of capital is
our ability to generate  positive cash flow from operations. This
is dependent upon our ability to increase revenues, to generate
adequate gross profit from those sales, to reduce excess
inventories and to control costs and expenses. Another important
source of capital is our ability to borrow under the Amended
Facility. We have historically violated certain covenants in our
borrowing agreements, and to this point, we have been able to
obtain waivers from our lenders allowing us continued access to
this source of capital. However, there can be no assurances that
we will be able to obtain waivers from our lenders should a
violation occur in the future. If our actual revenues are less
than we expect or operating or capital costs are more than we
expect, our financial condition and liquidity may be materially
adversely affected. We may need to raise additional capital either
through the issuance of debt or equity securities or additional
credit facilities, and there can be no assurances that we would
be able to access the credit or capital markets for additional
capital."


VLASIC: 8 More Witnesses Take the Stand in $250M Suit vs. Campbell
------------------------------------------------------------------
Eight more witnesses took the witness stand in the lawsuit
commenced by VFB, LLC, against Campbell Soup Company before the
United States District Court for the District of Delaware:

A. Ralph Harris

   Before serving as Vice President in Corporate Development at  
   Campbell Soup Company, Ralph Harris had worked primarily on  
   mergers, acquisitions and divestiture activities for a number  
   of companies.  At Campbell, Mr. Harris became involved in  
   acquisition projects.  In most cases, Mr. Harris says, he  
   makes the ultimate recommendation to Campbell Chairman David  
   Johnson on prices to be paid on an acquisition.

   Mr. Harris tells the District Court that after Campbell had
   been into "several disastrous acquisitions," Campbell's
   Controller Department became interested in increasing the
   quality of the due diligence and acquisition process.  Thus,
   at Campbell, one of Mr. Harris' tasks was keeping "ad hoc
   computer models to look at specific acquisition analysis and
   analyze the effects of synergies" on potential acquisitions.
   Mr. Harris attests that the Freshbake Foods, one of the
   businesses spun to Vlasic Foods International, Inc., was one
   of Campbell's disastrous acquisitions.

   In a Campbell spreadsheet titled "Impact Restructuring on  
   Consolidated Results" dated January 11, 1993, U.K. Frozen is  
   listed under Losers/Leakers.  Mr. Harris explains that  
   Losers/Leakers is a term used to describe small businesses  
   that they wanted to get out of because it had no future at  
   Campbell.  U.K. Frozen was also among the businesses spun into  
   VFI.  Mr. Harris believes that U.K. Frozen was listed under  
   the Losers/Leakers because it did not have a strong branded  
   position and the Controller Department couldn't see that as  
   being consistent with what Campbell wanted in terms of its  
   strategy.

   John A. Lee, Esq., at Andrews & Kurth, in Houston, Texas,
   representing VFB LLC, brought out a collection of documents
   printed off a CD produced by Campbell.  In the documents were
   "RAH" estimated sales prices for Campbell businesses.  RAH are
   the initials of Mr. Harris' name.  Mr. Harris admits that in
   making the estimates and valuations, he did not really know
   some of the businesses, what the businesses would have been
   involved in and other considerations.

   Mr. Harris recalls being asked by Campbell's Tax Department to
   come up with valuations on certain businesses as it related to  
   the spin-off but he was not sure what the Tax Department  
   wanted at that time and what the numbers were ultimately used  
   for.  "I had no knowledge how these numbers were to be used  
   other than it related to a tax question," Mr. Harris says.

   Since worksheets memorializing his calculations have been  
   disposed of, Mr. Harris points out, there wouldn't be any  
   document in existence now that could be looked up to figure  
   out how he came up with his valuations.

B. Kathleen McCarthy

   Kathleen McCarthy came to work as Vice President of Taxes at  
   VFI after she was contacted by Robert Bernstock, the former
   Chief Executive Officer and President of VFI.  Ms. McCarthy
   was informed that VFI needed help on tax issues.

   "[T]hey had some business that they wanted to settle and they
   were restricted under a tax agreement," Ms. McCarthy recalls.
   Ms. McCarthy has a law degree from Villanova University and a
   Master of Laws in tax from New York University.

   Ms. McCarthy relates that when she came to VFI, the big issue
   was VFI's wanting to sell several troubled businesses.  
   However, VFI was restricted by a tax indemnity agreement from
   selling sell certain assets within a two-year period.

   "[W]hen you have a spin-off and you sell the asset within two  
   years, you are presumed to have a bad intention of selling it  
   from the very beginning," Ms. McCarthy explains.  "[I]f you
   eventually sell the asset, [the Tax Code] will tax you from
   the beginning as if it is not tax-free."

   Ms. McCarthy also notes that if VFI did anything to cause a
   tax liability to the spin-off either currently or in the past,
   VFI had to indemnify Campbell and its shareholders.  Ms.
   McCarthy learned from Campbell's counsel, Dechert Price &
   Rhoads, that VFI's potential tax liability would be a billion
   dollars, if VFI jeopardizes the spin-off.

   VFI had to obtain Campbell's consent if it is going to sell
   any of its businesses.  To obtain Campbell's consent, VFI must
   get a legal opinion from Campbell's counsel or a supplemental
   ruling from the IRS, Ms. McCarthy says.

   Despite the restrictions, VFI discussed with Campbell its  
   plans to sell the Swift business.  Dan Hays of Campbell Tax  
   did not want to take the risk.  However, after finding out  
   that Swift could be sold at a loss, VFI's management decided
   to sell the entire Swift business and went for a supplemental
   ruling.  Upon learning of VFI's decision, Dechert Price
   informed VFI that they would now be able to give a favorable
   opinion.

   Getting the consent was not easy, Ms. McCarthy recalls.  The  
   process took about seven months, with VFI receiving the  
   opinion in April 1999.  In the process, VFI paid $150,000 to  
   Dechert Price and $50,000 to Ernst & Young.

   Ms. McCarthy further relates that VFI paid a $58 million  
   intercompany loan to Campbell 45 days after the spin-off.  The
   payment was in addition to the $500 million in cash and
   distribution Campbell took as part of the spin-off
   transaction.

   Ms. McCarthy, however, never got a full open discussion on how
   the intercompany payment came about.  "This was an issue that
   Dan [Hays] was not comfortable speaking about," Ms. McCarthy
   observes when she asked Mr. Hays to explain why the
   intercompany payment was required.  "[Mr. Hays] basically cut
   my question off before I could even get it out of my mouth.
   He told me it shouldn't be considered in the calculation and
   that was really the end of the discussion."

   Judge Jordan recalled that in a prior testimony, a witness
   represented that there was no additional debt other than
   the $500 million.  Judge Jordan asked Ms. McCarthy if she
   could recall such representation being made to the IRS.

   Ms. McCarthy confirms that all the previous filings up to the
   seventh supplement indicated that there were no more
   intercompany debt between VFI and Campbell.  The
   representations stood that it would be $500 million and no
   intercompany loan would be outstanding.  But this changed in
   January 1998.

   "[T]he way the ruling worked, they did make a representation
   in the initial supplement there was $500 million of debt that
   was going to be transferred with . . . the company," Ms.
   McCarthy explains.  "Then, in addition to that, in a latter
   supplement, what they disclosed is that one of the companies
   would continue to have an intercompany [loan] that was going
   to be outstanding, a $58 million, and in the transfer because
   the initial representation is there is going to be no debt and
   we're going to wipe out all the [intercompany loans]. . . .
   Then in a later supplement, they said we're going to leave one
   company, but within 45 days that intercompany [loan] has to be
   paid off from the date that we spin."

   Part of Ms. McCarthy's work was to identify the tax impact on
   VFI and any risks that it would face as the valuation numbers
   that went into the final tax basis did not hold up.

   Judge Jordan asked Ms. McCarthy of the consequence if Vlasic
   were accused of being responsible for the $58 million
   intercompany loan.

   Ms. McCarthy relates that the way the $58 million was
   disclosed in the SEC Form 10, Vlasic needed the intercompany
   loan.  Hence, there was a possibility that Vlasic could be
   accused of having asked for the money, which would cause the
   debt number to go over the basis.  Consequently, there would
   be a tax, there would be a gain and there would be a tax
   computed, Ms. McCarthy says.  Vlasic would have to pay the
   tax.

   Ms. McCarthy further states that the Tax Indemnity Agreement
   bear other constraints, including the restriction on equity
   and VFI's obligation to continue to get cost savings for a
   five-year period with regard to the different divisions and
   Swift and the mushroom businesses.

   Ms. McCarthy left VFI in May 2001 and joined Pinnacle Foods  
   Corporation for a period of time until July 2001.  In  
   September 2001, Ms. McCarthy rejoined VFB as successor to  
   VFI.

   Ms. McCarthy clarifies that she wasn't hired to sue Campbell.
   "I was actually hired to finish the work I had started when I
   was still at Pinnacle.  When I was working for Pinnacle, the
   deal was I was supposed to work for both [Pinnacle and VFI],
   liquidate the business, file the final tax returns and also
   help Pinnacle.  But that wasn't working out.  So I came back
   to VFI to finish all the tax liquidations and get the cash out
   of Europe and to clean up the estate from a tax perspective."

C. Joseph Adler

   Joseph Adler worked at Campbell's Controller's Office and was
   assigned to prepare the historical carve out financial
   statements for use in the IRS filing and SEC Form 10 filing in
   connection with the spin-off.  In preparing the SEC Form 10,
   which was filed in March 1998, Mr. Adler relied entirely on
   what was on Campbell's books.  Mr. Adler admits that he did
   not have the time to independently audit or verify the
   information that Campbell's book provided.

   Mr. Adler was not aware that the terms of certain of
   Campbell's intercompany supply agreements were revised.  Mr.
   Adler believes that his lack of knowledge of the modifications
   at the time of the preparation of the financial statements
   affected the figures that went into Form 10, particularly the
   pro forma section of Form 10.

   "[I]t probably would have had to be pro forma adjustments to
   the Profit & Loss Statement for the changes in the terms of
   the supply contracts," Mr. Adler says.  "[T]hen depending upon
   those supply terms, it may have also indicated an impairment
   that would have been run through the historical financial
   statements as well."

   Until late 2002, Mr. Adler was also unaware of Goldman Sachs'  
   Project Sweetpea Report and the valuation figures in the  
   Sweetpea Report.  "If I had seen that information at that
   time, it would have raised serious questions about the need
   for impairment charges and I would have had to do a lot more
   analysis in that impairment area and I would have sought the
   counsel of our auditors, PricewaterhouseCoopers, immediately,"
   Mr. Adler tells the District Court.

   Mr. Adler attests that there were no adjustments made with
   regards to the effect of trade loading to the fiscal year 1997
   numbers in the Form 10.

   Mr. Lee reminded the Court of Campbell's assertion that Mr.
   Adler was involved in preparing projections sent to the banks
   in connection with the credit arrangements.  Mr. Adler denies
   the allegation.

   "I wasn't involved in preparing the projections.  [I was]
   preparing the historical carve out [full-time]," Mr. Adler
   maintains.

   Mr. Adler recalls that Campbell originally declared the "fit  
   and focus" theory as the purpose for the spin-off.  However,  
   when the IRS wouldn't consider "fit and focus", Campbell  
   pursued the "cost savings" justification.  Mr. Adler admits  
   that he never heard about the cost savings reason before.

   "[F]rom my early involvement in June 1997, to prepare the  
   carve out financials, it was explained to me that the spin was  
   based upon 'fit and focus.'  That each of the two result, and  
   the companies would be better able to focus on their  
   respective customers."

   After the spin-off Mr. Adler became VFI's Controller.  As the  
   spin-off was structured and VFI became a separate company, Mr.  
   Adler notes that contrary to the spin-off purpose, there were
   no cost savings.  Instead, there was duplication of costs and
   there were aspects where VFI lost economies of scale in its
   cost structure.

   Mr. Adler recalls the way VFI had to administer its employee
   benefits plans.  Before the spin process, VFI was part of an
   organization that provided employee benefit administration.
   VFI was charged a pro rata share of the total fee that was
   charged to Campbell's.  About a year after the spin off, the
   organization came in with their quote for the upcoming year,
   where it more than doubled its charge to VFI.  VFI was paying
   between 500,000 and $1 million and the quote was about $2
   million.  The quote was to high for VFI so it had to scramble
   to set up a new system.

   Mr. Adler also tells Judge Jordan that VFI had to pay a tax
   bill which related to a tax liability for a period before  
   the spin-off.  During the spin-planning period, Mr. Adler  
   remembers being told by Campbell's tax lawyers that any tax  
   liabilities prior to the spin-off were Campbell's.  Campbell  
   did not clearly communicate the fine print provision stating
   that any tax liability of any subsidiary spun out to VFI was
   was VFI's liability.

   Mr. Adler also explains how the Swanson Division hit its
   earning targets at the end of fiscal 1997:

   "Based upon my review of the results [in] the years '97 and  
   '98, [there's] a surge in performance in the months of June  
   and July.  Sales jumped dramatically in that period of time,  
   versus the trend that had been occurring in the previous ten  
   months."

   "And I subsequently have learned that there [were] two kinds     
   of loads that occurred in that time.  There was one  
   manufacturing load, where there is the incentive for the trade  
   to buy more cases, [and] for the first time in a long time,
   if not ever, Swanson ran what they call a fifth deal.  And that
   promoted what we call pantry loading, where consumers bought
   more than they would normally consume, [loading] up their
   freezer."

   Mr. Adler states that Campbell's launch of the Pepperidge
   Farm pot pie in October 1998 was like a stab in the back
   from the group that spun VFI.

   "[I]t happened within weeks of the spin-off and it was like
   bad faith.  [I]t was more of a morale issue.  It was a serious
   strike to the morale because at this time, most of the people
   in the company had come directly from Campbell's."

   Mr. Adler also describes Campbell's provision of transition
   services to VFI after the spin-off as " disappointing".  VFI
   was clearly low on the list of priorities.  Campbell did the
   minimum they had to do to get by.  As time wore on, Campbell
   got increasingly bored with having to do it and the service
   faltered.  However, VFI always had to pay top dollar for the
   service.

D. Tom Walker

   Tom Walker is the Managing Partner at Goldman Sachs.  Among  
   others, Goldman Sachs worked on Campbell's Project Sweetpea,  
   which morphed into what became the spin-off project.  The
   Sweetpea Report is Goldman Sachs' investment banking report
   with respect to the spin-off.

   In March 1996, Goldman Sachs got involved in Campbell's  
   envisioned "best in show" project, which means achieving
   respect or recognition in the marketplace -- comparable,
   Mr. Walker says, to "something like Coca-cola, [trading] at
   significantly higher multiples than any of the other food  
   companies."

   Goldman Sachs believed at that time that, Campbell's shift  
   from "best in class" to "best in show" would be the major
   driver in creating shareholder value with earnings growth rate  
   playing an important part.  To achieve earnings growth rate,
   according to Mr. Adler, Campbell divisions would have to
   report steadily increasing earnings.  A higher level of
   growth would be better and be regarded in the marketplace more
   than a lower level of growth.  The end result of this would be
   Campbell's stock price going up.

   In May 1996, Goldman Sachs gave Campbell a strong endorsement  
   of the best in show strategy.  One of the aspects of the best
   in show strategy involved portfolio reconfiguration or
   acquisitions.  Goldman Sachs advised Campbell to consider some
   acquisitions including international acquisitions and look
   into divestitures for underperforming businesses.

   Mr. Lee asked Mr. Walker why Goldman Sachs found it a good
   idea to divest underperforming businesses.  Mr. Walker
   explains that the underperforming businesses were small and
   weren't making very much money.

   "[The underperforming businesses] were a distraction and we
   were just a big believer that management [focusing] on the
   core most important businesses was a very important thing to
   do and Campbell historically had not been a company that had
   kind of pruned off the underperforming stuff."

   "And we were just big believers that you should constantly be
   pruning the portfolio and that Campbell needed to do a more
   aggressive job of getting things out of this portfolio that
   weren't attractive and that were never going to be
   attractive.

   Goldman Sachs also advised Campbell that it must accelerate  
   its share repurchase program.  "[We] felt their stock was
   cheap," Mr. Walker explains.  "We felt that the stock  
   would trade higher in the future.  We felt that [Campbell] was  
   underleveraged and [borrowing] money to buy back shares was  
   something [that] would both raise the earnings per share level  
   of the company as well as accelerate the growth rates, both of  
   which would be very well received in the marketplace."

   If the management were able to achieve best in show status,  
   Goldman Sachs advised Campbell to expect the stock to be 20  
   to 25 points higher by the Summer of 1998 than where it might  
   otherwise stand.

   Mr. Walker also recalls that Campbell CFO Basil Anderson
   contacted him with regards to the Project Sweetpea.  Mr.  
   Anderson wanted Mr. Walker to look at various Campbell assets
   and find out if they should sell, spin, split or keep those
   assets.

   Mr. Walker admits that the valuation figures on Goldman Sachs'   
   Sweetpea Report were based on Campbell management's estimates  
   or figures that Campbell provided to them.  Goldman Sachs,
   assuming the accuracy of the Campbell's information, did not  
   do any business level bottoms-up due diligence on Campbell's  
   businesses to verify any of the sales or earnings figures.
   Mr. Walker tells the Court that he absolutely trusted Mr.
   Anderson and Campbell Corporate Development staff, John
   Forbis, to give him sound data.

   Among others, Goldman Sachs stated in the Sweetpea Report
   these spin-off advantages:

      -- consumes the least senior management time, thus could be  
         completed relatively quickly;

      -- depending on the leverage on the spun entity, Campbell  
         could receive in dividends as much cash as it would have  
         received in a sale; and

      -- high degree of certainty of execution.  

   Mr. Walker does not recall including in the Sweetpea Report an  
   assumption as to the cost in moving the spun out entity to
   independent stand alone basis.  Nor did Goldman Sachs make any
   assumptions as to synergies that would be lost from separating  
   the spun entity.  Mr. Walker is also unsure whom the concept
   of taking the leverage on the spun entity and using it to
   repurchase Campbell shares originally came from.

   "I don't know whether it was [the idea of] Mr. Anderson or  
   [mine]," Mr. Walker says, "but you have got a consistent
   pattern over a period of time of a belief that the stock was
   undervalued at Campbell, people should be buying back the
   shares, and that particularly in a situation where [the] price
   earnings multiple of the spun-off division is so low relative
   to the price earnings multiple of Campbell. . . ."

   "[S]ince the shareholders own both Vlasic and Campbell, to the
   extent that you could put leverage on the spun-off company,
   and shift the assets, cash, to earn more money at the higher
   multiple, you would be creating shareholder value for the
   Campbell shareholder that would end up owning both
   businesses.

   Mr. Walker attests that Goldman Sachs did not provide the $500
   million number to Campbell.  "[Campbell] decided the  
   amount of debt to be put on [VFI], not Goldman Sachs forcing
   them to put some number on."

E. Debbie Dobzanski

   In her 15 years as Campbell employee, Debbie Dobzanski had
   worked in Internal Audit, Corporate Accounting, IT Group and  
   various Campbell business units as a financial analyst.  Ms.  
   Dobzanski joined VFI in 1997 as Assistant Controller for its  
   Financial Business Service Center.

   Ms. Dobzanski describes the Financial Business Service Center  
   as all accounting services for VFI, including general ledger,  
   accounts payable, payroll and fixed assets.  According to Ms.
   Dobzanski, the Business Center did not exist at the time of
   the spin-off.

   "[VFI] didn't have a system.  [VFI] didn't have personnel.
   All of the services were to be provided by Campbell in the
   business or transaction services agreement."

   Ms. Dobzanski discloses that VFI paid Campbell "a lot of money
   each month" for the financial accounting services that
   Campbell provided.

   At the time VFI's Business Center was set up, Ms. Dobzanski
   recounts the difficulties VFI encountered due mainly to the
   manner in which Campbell had structured VFI in the spin-off.

   "It was complicated to the extent that, under the Campbell  
   organization, we had many legal entities, and that required  
   Vlasic to set up more ledgers than they probably would have  
   ordinarily had to set up to meet the federal and fiduciary  
   reporting requirements."

   When VFI had to complete its software installation in February
   1999, Ms. Dobzanski recalls how VFI's billing module crashed.
   As a result of the crash, VFI had to reconcile its accounts
   receivable.  After working on it for a long time and even with
   the help of VFI's internal audit staff and a number of people
   in the organization, Ms. Dobzanski relates that the VFI staff
   was unable to locate the differences.   When they have to
   close the books at the end of the fiscal year, VFI has forced
   to write-off $3.5 million.  The collectible receivables ended
   up being $3.5 million less than what was on the ledger.

   There was also a million dollars difference on VFI's bank
   statements and ledgers with regards to its cash balance.  VFI
   again failed to uncover the missing million.  To match the
   bank balance, VFI wrote down its ledger balance by $1 million.

   When VFI ran its payroll system, it again had to incur $1.2  
   million, representing the amount exceeding its payroll  
   withholding taxes reserve.  Ms. Dobzanski could not explain
   how the withholding tax reserve got this far out of line.

   The state of the accounting systems with regards to the
   mushroom farms as "a mess."  There were discrepancies on the
   financial outputs from the plants' new accounting systems and
   that of Campbell's systems.  The gaps "were material to VFI in
   the magnitude of one to two million dollars," Ms. Dobzanski
   reveals.

   After the transition from Campbell, Ms. Dobzanski estimates
   the total required write-off to be about $7 million in VFI's  
   books.  As a result, VFI's assets and its earnings were
   overstated.

   Mr. Lee asked if there was anything Ms. Dobzanski or the VFI
   management could have done to prevent VFI's failure.

   "I think a lot of people worked very hard, but it didn't
   change the end result," Ms. Dobzanski says.

F. Jack Reitnauer

   Mr. Lee again called on Jack Reitnauer to testify for VFI
   regarding Campbell's argument that the contract price it
   agreed to pay to VFI's mushroom under the supply agreement was
   above market.  Mr. Reitnauer worked as farm manager in the
   mushroom farms.

   According to Mr. Reitnauer, "market" was a nebulous term
   because when Campbell's wanted mushrooms or Campbell's did not
   want mushrooms, they could, in effect, create the market.

   "When [Campbell's] wanted a tremendous amount of mushrooms, it
   created a high market.  When they didn't want a lot of
   mushrooms, it created a low market, plus the fact that [VFI's]
   costs were higher than market, if you will, being competitive
   growers based on how we were set up to grow, trying to serve
   as both retail and Campbell Soup company, which was the reason
   the farms were built."

   Mr. Reitnauer did not see any real serious effort from
   Campbell to comply with the mushroom supply agreement.
   When Chuck Miller at Campbell Purchasing met with Mr.
   Reitnauer to discuss the issue of Campbell's compliance with
   the supply agreement, Mr. Miller indicated that "Campbell will
   take what they want when they want it."

   With all the problems VFI experienced dealing with Campbell  
   after the spin-off, Mr. Reitnauer relates that they just
   couldn't transition the mushroom business away from Campbell  
   and to just focus on retail.  The basis of the farms was to  
   supply Campbell so VFI always had to have a relatively  
   significant percentage of its production available for  
   Campbell's, Mr. Reitnauer explains.

   Since the farms were dependent on Campbell, the end of the  
   mushroom contract would mean the farms would not have much of  
   a chance, Mr. Reitnauer notes.  VFI had to close up to half
   the farms.

   Mr. Reitnauer also relates why the mushroom business go from
   pre-spin earnings on the books to a disastrous result after
   the spin-off.  VFI didn't have the capital moneys to put into
   the farm to make the farms competitive, where it could
   increase yields and reduce costs.  VFI was also unable to sell
   surplus product to Campbell's Soup Company like it had done in
   the past where whatever it didn't sell, VFI had to sell the
   surplus at a tremendous loss or just throw them away.

   Mr. Reitnauer believes that the mushroom farms could never be  
   transformed into a successful retail operation without major  
   capital and some major revamping of the entire system.

   Mr. Reitnauer left VFI in September 1999 to work for a  
   different mushroom operator.  VFI, however, sued Mr. Reitnauer
   after he left to enforce a non-compete agreement.  Despite the
   VFI's lawsuit against him, Mr. Reitnauer decided to step up
   and testified for VFI because "a lot of people were hurt
   during this whole transition."

G. Norma Carter

   Norma Carter joined Campbell Legal Department in 1981.  On
   September 1997, Ms. Carter signed on to become the General
   Counsel for the to-be-formed VFI.

   However, after signing with VFI, Ms. Carter was not released
   from the other responsibilities at Campbell.  Ms. Carter
   continued to handle Campbell's acquisition in France,
   divestiture in the Netherlands.  She also had her day-to-day  
   regular assignments and continued to handle another
   acquisition almost right up to the closing of the VFI
   spin-off.

   Ms. Carter recounts that Campbell wanted to takeover the
   drafting of the spin-off contracts, including the supply
   agreements.  According to Ms. Carter, it was only by
   mid-February 1998 when she found out in a work calendar that
   the SpinCo team was not going to get drafts of the supply
   agreements, which they were waiting for until after the SEC
   Form 10 had been filed.

   Ms. Carter recalls being "a little upset" when she saw a
   calendar outlining the work that had to be done between  
   closing.  After asking for the agreements and not getting
   them, Ms. Carter expected that at least they would see the
   agreements before the Form 10 was filed.  The work calendar
   was the first indication that the Form 10 was going to get
   filed without the exhibits.

   When Ms. Carter inquired why the agreements weren't being  
   attached, Campbell Controller Jerry Lord explained that it was  
   just like a continuation of past practice.  "[T]he reason why  
   they weren't being attached is [that] they were going to be  
   the same as historical, so that [there wasn't] going to be a  
   change, because they still represented the same cost-plus  
   arrangement as before, they were going to be just seamless and  
   they didn't have to be attached," Ms. Carter says.

   Upon finally getting hold of the drafts of the mushroom and  
   beef agreements, Ms. Carter realized how things changed
   "substantially."  At this time Mr. Lord admitted that "he had  
   misunderstood."  The Agreements were not going to be the same.

   Ms. Carter learned who determined the $500 million debt when
   Campbell CFO Basil Anderson came to her office one afternoon
   and told her outright that it was his idea.  Mr. Anderson
   explained that the value of Swanson was a little low and the
   value of Vlasic was a little high but that, in his opinion, it
   was fine.  The net worth equaled the net liabilities.

   In October 1997, Ms. Carter was shocked to learn of the three-
   year non-compete arrangement between VFI and Campbell as
   provided in certain spin-off agreements.  Ms. Carter relates
   that VFI could not compete against Campbell in any products
   that had been made in the U.S. Grocery Division, which
   included thermal products, like group, gravy, pasta, canned
   pasta and Franco American gravy.  However there was no
   restriction on Campbell competing against VFI.  In the
   main spin-off agreement, there was no obligation against
   Campbell not to compete against VFI.

   VFI is also restricted from soliciting Campbell employees
   after the spin-off for two years.  VFI either had to hire them
   before it was ready for them on day one or not at all.

   Before the closing of the spin-off, Ms. Carter's access to
   Campbell's counsel, Dechert Price & Rhoads, was restricted.
   "I was not allowed to go to the lawyers directly," Ms. Carter
   recalls.

   In November 2000, in an effort to sell certain of its
   businesses, VFI, through a letter, asked help from Campbell to
   finally set in place all the contracts so that a purchaser  
   could operate a true stand-alone business.  But Campbell Legal
   Linda Limpscomb told Ms. Carter that in return for their help,
   VFI must release Campbell against all claims relating to the
   spin-off, including claims from bankruptcy creditors.

H. Anthony Disilvestro

   Anthony Disilvestro was appointed a VFI Director upon its
   formation.  Since VFI was a subsidiary of Campbell, Mr.  
   Disilvestro considered that his duty was to Campbell.   
   Concurrent with the closing of the spin-off on March 30, 1998,  
   Mr. Disilvestro resigned.

   Mr. Disilvestro believes that managing the VFI business was  
   not a Director's responsibility but that of CEO Robert
   Bernstock and his management team.  Mr. Disilvestro tells the
   Court that he can't tell why VFI Controller Joseph Adler's
   responsibility was limited to accounting issues and why Mr.
   Adler was instructed not to perform any financial planning or
   analysis for the spin-off.

   Mr. Lee referred Mr. Disilvestro to Goldman Sachs' Sweetpea
   report, which stated:

        "[S]o a spin-off with debt, the proceeds of which are
        paid to Campbell, accomplishes two things that were good
        for Campbell in 1997.  One, it resulted in a divesting of
        underperforming businesses; and second, it gave cash or
        some measure of cash comparable to what you would have
        received on a sale."

   According to Mr. Disilvestro, the cash proceeds was not
   something Campbell necessarily sought, so it would not be an  
   advantage.  Getting cash was a result, not a purpose of the  
   leverage.

   Mr. Disilvestro also points out that the $500 million  
   proceeds was not intended for repurchasing shares.  Campbell
   was trying to maintain a certain capitalization for the
   company.  "[T]he receipt of $500 million would have changed
   the capitalization, in our view, [going] in the wrong
   direction," Mr. Disilvestro says.

   Mr. Disilvestro finds it a coincidence that the amount of debt  
   equals the tax basis number and the amount of share  
   repurchases.

   As scheduled in an "Implementation Plan Recommendations"  
   document that Mr. Disilvestro, the terms of the beef and
   mushrooms supply agreements and the transition service
   agreement were to be put in place by October 31, 1997.
   Initial debt level and credit agreements were scheduled to be
   determined by November 30.  On why these agreements were not
   in final form by those dates, Mr. Disilvestro cannot tell.

   "I don't remember it being a substantive issue," Mr.
   Disilvestro explains.  "I might have been over-optimistic with
   my timetable."

   Mr. Disilvestro also denies knowledge on why there was no  
   independent legal advisor hired for the VFI side of the  
   spin-off transaction.  As to the non-existent, independent  
   financial advisor for VFI, Mr. Disilvestro says that he  
   determined at that time that there was no need to hire one.
   (Vlasic Foods Bankruptcy News, Issue No. 45; Bankruptcy
   Creditors' Service, Inc., 215/945-7000)


VHJ ENERGY LLC: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: VHJ Energy, LLC
        504 B Fort Street
        Buffalo, Wyoming 82834

Bankruptcy Case No.: 04-21360

Type of Business: The Debtor is engaged in methane gas
                  production.

Chapter 11 Petition Date: July 13, 2004

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: 307-637-0212

Total Assets: $239,745

Total Debts:  $7,402,469

Debtor's 15 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Shirley Brown                            $5,000,000
c/o Randall T. Cox
400 S Kendrick Ave., Ste. 304
Gillette WY 82716

Bear Paw Energy                            $343,467
1400 16th St., Ste. 310
Denver, CO 80202

Federated Oil and Gas Prop.                $245,562

Clifford L. Smith                           $31,392

RK Neils Family Partnership                 $20,000

Richard E. Neils MD                         $20,000

John R. Ederer                              $17,557

John Copeland                                $8,000

Paramount Contracting LLC                    $7,897

Dave's Flow Measurement                      $5,068

R2R Energy LLC                               $4,754

Meagher Oil and Gas Prop.                    $3,832

CBM Pumps and Svc.                           $3,717

Patrick Davidson                             $1,411

Dorsey and Whitney LLP                       $1,002


W. INC.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: W., Inc.
        P.O. Box 460
        Stockdale, Texas 78160

Bankruptcy Case No.: 04-54028

Type of Business: The Debtor provides Residential concrete
                  Construction services.

Chapter 11 Petition Date: July 13, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr., Esq.
                  Langley & Banack, Inc.
                  745 East Mulberry #900
                  San Antonio, TX 78212
                  Tel: 210-736-6600

Total Assets: $295,875

Total Debts:  $1,332,473

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Beck Readymix Concrete, Inc.  Goods and services        $381,629
P.O. Box 790641
San Antonio, TX 78279

Schneider Steel, Ltd.         Goods                      $78,145

Marion State Bank             Purchase money             $52,000
                              security interest
                              Value: $44,000

Cemex                         Goods and services         $39,812

MGPT, Inc.                    Services                   $23,394

CIT Equipment                 Purchase money             $48,598
                              security interest
                              Value: $26,000

S&P Communications            Services                   $18,308

Suncoast Post-Tension, Inc.   Goods and services         $17,666

Texana Machinery              Goods                      $14,244

Apache Disposal               Services                   $13,502

McCoy's Building Supply       Goods and services         $12,010
Center

Humana Insurance              Insurance                  $10,735

Michael R. Barry, CPA         Accounting services         $8,900

Vulcan Materials, LP          Goods and services          $6,584

Home Depot                    Goods                       $6,309

Johnson Oil Company           Goods and services          $5,682

International Strand & Steel  Goods                       $5,280

Morrison Supply               Goods and services          $4,978

ICM Surveys                   Services                    $4,601

Comal Supply                  Goods and services          $4,564


WCI STEEL: USWA Ratifies Post-Bankruptcy Emergence Labor Contract
-----------------------------------------------------------------
The United Steelworkers of America Local 1375 members have
ratified a new labor agreement with WCI Steel, Inc.

The contract, which was approved Thursday, will become effective
once WCI emerges from bankruptcy as a reorganized company and will
expire Nov. 1, 2008. A confirmation hearing on competing
reorganization plans is scheduled to begin July 21 in U.S.
Bankruptcy Court in Akron. The USWA is strongly supporting the WCI
debtor's plan, which is sponsored by the Company's ultimate
parent, The Renco Group, Inc.

Patrick G. Tatom, WCI's president and chief executive officer,
said the labor contract is key to WCI's reorganization plan
because it provides the framework for implementing new work
systems that will enable WCI to vigorously compete in the global
steel market.

"We are pleased that our USWA members approved this innovative
agreement, which provides hourly employees with job security and
greater participation in all areas of our business," Mr. Tatom
said.

"We have distinguished ourselves in the marketplace by producing
custom products, serving niche markets and providing superior
customer service," he added. "This new contract will give us
further opportunity to improve our costs, quality and customer
satisfaction."

On Sept. 16, 2003, WCI filed a voluntary petition for protection  
under Chapter 11 of the U.S. Bankruptcy Code.

WCI is an integrated steelmaker producing more than 185 grades of  
custom and commodity flat-rolled steel at its Warren, Ohio  
facility. WCI products are used by steel service centers,  
convertors and the automotive and construction markets. The  
company has approximately 1,700 employees.


WEIRTON STEEL: Court Approves Amended Disclosure Statement
----------------------------------------------------------
Judge Calhoun of the U.S. Bankruptcy Court for the District of
West Virginia finds that the Disclosure Statement explaining
Weirton Steel Corporation's First Amended Plan of Liquidation
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.  Accordingly, the Court approves Weirton's
Disclosure Statement.  All objections to the Disclosure
Statement, to the extent not withdraw or resolved, are
overruled.  (Weirton Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WEIRTON STEEL: Court Approves Modified Solicitation Procedures
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of West Virginia found  
that the Solicitation Procedures proposed by Weirton Steel
Corporation and its debtor affiliates and subsidiaries provide a
fair and equitable voting process and are consistent with Section
1126 of the Bankruptcy Code.

Hence, Judge Friend approves the Solicitation Procedures, as  
modified, including, but not limited to the forms of the Ballots  
and Notices of Non-voting Status, the Voting Deadline, the  
Solicitation Packages, the July 6, 2004 Voting Record Date for  
Plan Voting and the Tabulation Rules.

The modifications to the Solicitation Procedures are:

   (a) Only original ballots will be counted, and no ballot may  
       be submitted by facsimile, electronic mail or any other  
       electronic means;

   (b) Any ballot received by the Balloting Agent that casts a  
       vote for a Claim that cannot be identified as a Claim  
       entitled to vote on the Plan will not be counted;

   (c) If a ballot indicates both an acceptance and a rejection  
       of the Plan, it will be counted as an acceptance of the  
       Plan; and

   (d) Each holder of a Claim entitled to vote on the Plan is  
       entitled to vote all of the Claims that it holds, but may  
       only cast a single ballot with respect to all Claims that  
       it holds in a single Class.

The Confirmation Hearing will be held before Judge Friend, on  
August 24, 2004, beginning at 10:00 a.m., Eastern Time.  The  
Confirmation Hearing may be continued from time to time by the  
Court without further notice other than the announcement of the  
adjourned date at the Confirmation Hearing or any continued  
hearing.

Objections to the confirmation of the Plan must be filed with the  
Court and served on the parties on the Official Service List  
established in the Debtors' case so that they are received no  
later than 4:00 p.m., Eastern Time, on August 18, 2004, or on  
another date established by the Debtors that is at least 25 days  
after the service of the Solicitation Packages.

Judge Friend also approves the Confirmation Hearing Notice and  
the form and manner of service and publication of the  
Confirmation Hearing Notice.  On or before July 19, 2004, Weirton  
will serve or cause to be served the Confirmation Hearing Notice  
on all creditors and interest holders, and all parties who have  
requested notice pursuant to Rule 2002 of the Federal Rules of  
Bankruptcy Procedure.

On or before August 2, 2004, Weirton will file and serve the form  
of Trust Agreement on all parties included on the Official  
Service List established by the Court in these cases. (Weirton
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WESTPOINT STEVENS: Wants to Extend Key Employee Retention Plan
--------------------------------------------------------------
The WestPoint Stevens Inc. Debtors ask the U.S. Bankruptcy Court
for the Southern District of New York to approve an extension of
their Key Employee Retention Plan, as modified.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New  
York, relates that the performance-based incentive program under  
the KERP only provided calculations through the end of the first  
quarter of 2004.  In light of the continued pendency of their  
Chapter 11 cases, the Debtors have calculated incentive payments  
through December 2004 in accordance with their 2004 budget.  New  
target metrics are also being implemented to correspond with the  
Debtors' 2004 Budget:

                    EBITDA Target Levels/Goals  

   Period Ending        Minimum         Target        Maximum
   -------------        -------         ------        -------
   06/30/2004           $25,112        $29,543        $35,452
   09/30/2004            32,513         38,251         45,901
   12/31/2004            30,465         35,841         43,009

               Cash Availability Target Levels/Goals  

   Period Ending        Minimum         Target        Maximum  
   -------------        -------         ------        -------  
   06/30/2004          $100,467       $118,197       $141,836
   09/30/2004            68,917         81,079         97,295
   12/31/2004           104,701        123,178        147,814

______________________________________________________________
|                                                              |
|              Payouts as Percentage of Base Salary            |
|______________________________________________________________|
|              |               |               |               |
| Category of  |    Minimum    |     Target    |    Maximum    |
| Eligible     |_______________|_______________|_______________|
| Employee     |               |               |               |
|              |     KERP      |      KERP     |      KERP     |
|______________|_______________|_______________|_______________|
|              |               |               |               |
|   Group 1A   |       50%     |      100%     |      200%     |
|   Group 1    |       37.5    |       75      |      150      |
|   Group 2    |       25      |       50      |      100      |
|   Group 3    |       10      |       20      |       40      |
|   Group 4    |        7.5    |       15      |       30      |
|______________|_______________|_______________|_______________|

The proposed EBIDTA and Cash Availability metrics are principally  
based on the corresponding targets contained in the 2004 Budget  
but have been adjusted to reflect the estimated costs of the  
continuation of the Chapter 11 cases through the end of 2004.

The Debtors estimate that costs associated with the continuation  
of the KERP, as modified, will remain consistent and not exceed  
$4,503,000 per quarter.  The costs remain necessary considering  
the associated benefits of enhanced employee morale.  The  
modified KERP will continue to provide incentives for employees  
to stay the course and continue to assist the Debtors in their  
reorganization efforts.  In addition, incentive bonuses are  
performance based.

Mr. Rapisardi asserts that the extension of the KERP, as  
modified, through the duration of the Chapter 11 cases will  
provide the Debtors with the long-term goals necessary to instill  
employee confidence in the stability and direction of the  
Debtors' business.  The extension will provide the Debtors an  
invaluable tool towards maintaining employee morale and will  
enable the Debtors to concentrate on the rehabilitation of their  
businesses and emergence from Chapter 11.

Mr. Rapisardi relates that the Creditors Committee and the Second  
Lien Holders support the approval of the KERP's extension.
(WestPoint Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WORLDCOM: Agrees to Resolve Illinois Revenue Department Tax Claims
------------------------------------------------------------------
In 2002, the Illinois Department of Revenue performed sales tax
audits of three WorldCom affiliates: Shared Technologies Fairchild
Telecom, Inc., Business Internet, Inc., and Intermedia
Communications, Inc.  The Revenue Department determined the
liabilities for each of the three entities and issued Notices of
Tax Liability.

Subsequently, the three Debtors filed statutory protests with the
Illinois Revenue Department, requesting administrative hearings
to contest the liabilities contained in the Notices.  The
Debtors' requests were later granted.

The Illinois Revenue Department filed prepetition claims against
various Debtors for:

   -- Illinois sales taxes, including asserted liabilities that
      relate to the audits of the three entities;

   -- Telecommunications Excise Taxes;

   -- Telecommunications Infrastructure Excise Taxes;

   -- Withholding Taxes; and

   -- Message Taxes.

The Excise Taxes were assigned Claim Nos. 340, 548, 833, 834,
835, 841, 842, 848, 849, 884, 988, 8767, 33487, 33604, 33625,
942, 1074, 2990, 3164, and 5193.  Certain of the claims were
previously disallowed, withdrawn or amended.

The Debtors objected to certain of the Excise Tax Claims,
including the claims against Shared Technologies, Business
Internet and Intermedia Communications, which include the
asserted sales tax liabilities relating to the Illinois Revenue
Department's audits.

On April 27, 2004, the Illinois Revenue Department asked the
Bankruptcy Court to abstain from hearing the Debtors' objections
to the merits of the sales tax portion of these claims and allow
the liabilities to be determined in the administrative
proceedings:

   (1) Claim No. 33487 filed against Shared Technologies for
       $2,637,297;

   (2) Claim No. 33604 filed against Business Internet for
       $1,343,784; and

   (3) Claim No. 33625 filed against Intermedia Communications
       for $2,330,824.

The Illinois Revenue Department believes that its request for
abstention is warranted because:

   (a) The litigation of the merits of the three claims in the
       administrative proceedings will not detract from but will
       enhance the efficient administration of the bankruptcy
       case;

   (b) The determination of the validity of the Revenue
       Department's tax claims turns on the application of
       Illinois law and this will be true even if the claims are
       litigated in the Bankruptcy Court.  The Revenue Department
       points out that in Raleigh v. Illinois Department of
       Revenue, 530 U.S. 15, 120 S. Ct. 1952 (2000), the court
       held that state tax law presumptions apply in bankruptcy;

   (c) It is not yet clear whether any unsettled issues of
       Illinois law will have to be decided.  Each of the three
       objections merely states that they dispute the amounts of
       claims without defining the issues further.  The Revenue
       Department relates that the three Debtors failed to
       produce the categories of books and records sought by the
       auditor and the auditor was, therefore, required to
       principally use information derived from federal and state
       income tax returns.  As a result, the resolution of the
       Debtors' objections will likely turn on an application of:

       -- the regulations governing a taxpayer's record keeping
          requirements;

       -- the statutory provisions governing audits, including
          the exercise of "best judgment and information" as set
          forth at 35 ILCS 120/4; and

       -- the presumptions of validity that attach to the Notices
          of Tax Liability where a taxpayer cannot produce the
          books and records to rebut the presumptions;

   (d) The administrative proceedings are currently pending.  
       Although the administrative proceedings were stayed
       because of the pendency of the Debtors' bankruptcy cases,
       the administrative proceedings can immediately be resumed
       and the matters promptly set for hearing;

   (e) The Plan has been confirmed and the treatment of
       creditors' claims is determined.  The Revenue Department
       maintains that "what is now left to do is to determine the
       amounts of those claims are but there is no particular
       reason why the claims have to be litigated in the
       bankruptcy forum as opposed to any other forum of
       competent jurisdiction";

   (f) While the allowance of claims is generally considered to
       be a core matter, the issues concerning the validity of
       the Revenue Department's sales tax claims turn on state
       law; and

   (g) There is no good reason why the merits of its sales tax
       claims need to be determined by the Bankruptcy Court while
       other tax claims are litigated in Illinois.  The
       Reorganized Debtors have significant operations in
       Illinois and will not be prejudiced if they are required
       to litigate the sales and use tax issues as part of the
       administrative proceedings.

The Bankruptcy Court has yet to rule on the Revenue Department's
abstention request.

The Illinois Revenue Department and the Debtors, subsequently,
engaged in negotiations over an extended period of time to settle
their disputes over the Excise Tax Claims.  In a Court-approved
Stipulation, the Debtors and the Revenue Department agree that:

   (a) The Debtors will pay the Revenue Department $2,500,000, in
       satisfaction of the Excise Tax Claims and any other claims
       released;

   (b) The Revenue Department will waive any right to collect any
       of the Settled Claims from any former or present director,
       officer or employee of the Debtors pursuant to 35 ILCS
       735/3-7, or in any other manner;

   (c) Any Excise Tax Claim, including Claim Nos. 340, 548, 833,
       834, 835, 841, 842, 848 849, 884, 988, 8767, 33487, 33604,
       33625, 942, 1074, 2990, 3164, and 5193 and any other
       prepetition sales, excise or use tax claim filed by the
       Revenue Department not previously disallowed or withdrawn
       is released, waived, disallowed and expunged by agreement.
       The Debtors will have no obligation to distribute money or
       property to the Revenue Department on account of the
       Excise Tax Claims;

   (d) With the exception of the Income Tax Claims, the Revenue
       Department will waive other claims against any of the
       Debtors for prepetition taxes;

   (e) The pending objection filed by the Debtors to any Excise
       Tax Claim is denied as moot;

   (f) The Revenue Department's request for abstention is denied
       as moot;

   (g) The Revenue Department will cause these pending
       administrative proceedings to be closed without any
       findings of liability:

       * Shared Technologies Fairchild Telecom, Inc., Case
         No. 03-ST-0026,

       * Business Internet, Inc., Case No. 03-ST-0025, and

       * Intermedia Communications, Inc., Case No. 03-ST-0027;

   (h) The Debtors will waive any right to assert any refund or
       similar claims against the Revenue Department related to
       or arising from prepetition taxes and prepetition tax
       periods, with the exception of any prepetition income tax
       refund claims; and

   (i) The Stipulation and Order will have no effect on the
       allowance or disallowance of any claims that the Revenue
       Department has against the Debtors for income taxes.

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, 2004, the company (WCOEQ, MCWEQ) formally emerged
from U.S. Chapter 11 protection as MCI, Inc. This emergence
signifies that MCI's plan of reorganization, confirmed on October
31, 2003, by the U. S. Bankruptcy Court for the Southern District
of New York is now effective and the company has begun to
distribute securities and cash to its creditors. (Worldcom
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


W.R. GRACE: Equity Committee Wants Litigation Protocol Established
------------------------------------------------------------------
The Official Committee of Equity Security Holders of W.R. Grace &
Co. tells Judge Fitzgerald that the central problem in the
Debtors' cases is how to fashion appropriate procedures to resolve
asbestos personal injury claims.  The Debtors have proposed two
alternative approaches -- resolution of these claims prior to
confirmation and resolution after confirmation.  According to
Rhonda L. Thomas, Esq., at Klett Rooney Lieber & Schorling in
Wilmington, Delaware, common to these approaches is the
establishment of a process for identifying and resolving threshold
issues common to large numbers of asbestos personal injury claims.

The Equity Committee endorses the Debtors' approach as common  
sense "necessitated by the inability of our tort system to deal  
effectively with the asbestos litigation crisis."  Because  
Congress has taken no action to reform asbestos litigation, the  
Bankruptcy Code provides the only effective tool available  
because the District Court for the District of Delaware can
centralize resolution of all claims against a particular defendant
in a single court.  The common-sense resolution would require the
establishment of appropriate diagnostic and evidentiary standards
for proof of:

       (1) actual injury;

       (2) sufficient occupational exposure; and

       (3) in connection with some of Grace's products,
           causation.

The avalanche of claims against Grace before the Petition Date,  
coupled with the absence of any way to consolidate those claims  
in a single forum, left Grace with no choice but to settle large  
numbers of claims on an "inventory" basis; this, in turn,  
required payment to settle many meritless claims.  Ms. Thomas  
contrasts this with the single-forum efficient approach possible  
through the Bankruptcy Code.

The Equity Committee believes that an appropriate litigation  
protocol, which identifies and resolves large numbers of asbestos  
personal injury claims, is all that's necessary to conclude the  
Debtors' cases. (W.R. Grace Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WRENN ASSOCIATES: Corwin Serves as Special Litigation Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire gave
its stamp of approval to Wrenn Associates, Inc.'s application to
retain Corwin & Corwin as special litigation counsel.

Charles F. Ahern, III, Esq., at Corwin & Corwin will provide
continuing representation to the Debtor in connection with the
defense of litigation pending before the Commonwealth of
Massachusetts.

The firm has a good, long-term business relationship with the
Debtor and its management. It has represented the Debtor and its
sureties on a regular basis in connection with the Massachusetts
litigation matters for many years.

Additionally, Corwin & Corwin is intimately familiar with the
pending Massachusetts litigation including the Extended Stay
Litigation in which the Debtor has asserted claims totaling
$1,000,000 plus interest.

The firm will bill the Debtor its current hourly rates ranging
from $170 per hour for associates to $270 per hour for partners.
Mr. Ahern's current hourly rate is $240 per hour.  Paralegals who
will principally work in this case bill at $100 per hour.

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.


* Jefferies Expands Restructuring Practice Into Europe
------------------------------------------------------
Jefferies International Limited, a subsidiary of Jefferies Group,
Inc. (NYSE: JEF), expands its recapitalization and restructuring
advisory business into the European market.

As an extension of Jefferies' leading practice in the United
States, the newly established team will offer senior-level
restructuring advisory services to Jefferies' growing client base
in the European market. Richard Nevins, co-head of the
restructuring team at Jefferies & Company, Inc. since 1998 with
over 20 years experience, has relocated to Jefferies
International's London office to lead the European practice. He
will be responsible for expanding Jefferies' presence in the
European restructuring market.

Mr. Nevins commented, "In today's multi-national marketplace,
companies in distressed situations increasingly benefit from a
global perspective. By extending our highly successful US
recapitalization and restructuring practice, the establishment of
a European business will further enhance our offering to clients,
providing them with a team of restructuring experts who are able
to mobilize and react quickly to their individual local needs.
With the rapid development of Europe's restructuring market, the
decline of relationship lending, and the substantial, if belated,
growth in Europe's high yield market, the opportunity is immense."

Bill Derrough, co-head of the Jefferies US restructuring practice,
added: "Jefferies takes pride in its ideas-based approach to
resolving the notoriously complex issues surrounding distressed
situations. Jefferies' offering is distinctive because, in
addition to providing the customary advisory services, we are also
able to offer clients a full suite of investment banking
solutions, including high yield and equity underwriting, trading
and research. Richard's wealth of experience in this diverse arena
will be invaluable as we continue to develop our business both in
the US and Europe."

Jefferies' global Recapitalization and Restructuring Group has
over 40 bankers working across industry sectors to meet the unique
challenges facing financially distressed companies. Representing
issuers, bondholders, creditors, as well as buyers and sellers of
assets, the firm has restructured nearly $100 billion in
liabilities since 1998, including successfully completing exchange
offers with an average exchange offer acceptance ratio of 99.3%.
Jefferies is currently representing bondholders in Parmalat's
Canadian operating company, and represented the unsecured
creditors in the Federal-Mogul restructuring, which created a
precedent for a coordinated US / European restructuring, utilizing
the EU's "center of main interest" legislation.

                        About Jefferies

Jefferies, a global investment bank and institutional securities
firm, has served middle-market and growth companies and their
investors for over 40 years. Headquartered in New York with more
than 20 offices around the world, Jefferies provides clients with
capital markets and financial advisory services, institutional
brokerage, research and asset management. The firm is a leading
provider of trade execution in equity, high yield, convertible and
international securities, serving institutional investors and high
net worth individuals. Jefferies & Company, Inc. is the principal
operating subsidiary of Jefferies Group, Inc. (NYSE: JEF;
www.jefco.com), a publicly traded holding company. Jefferies
International Limited, a UK-incorporated, wholly owned subsidiary,
was established in London in 1985 and is regulated by the
Financial Services Authority.


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


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Rizande B. Delos Santos, Paulo
Jose A. Solana, Jazel P. Laureno, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***